Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") acts as lead counsel for Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company with registered office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, and principal business office at 27 Curzon Street, London W1J 5HT, United Kingdom. The purpose of this l

2. Background to the Dispute The following summary of the factual background is provided for the purposes of informing Pemberton's engagement and identifying the principal issues that the expert report will need to address. C&H will provide Pemberton with a comprehensive set of documents, data, and legal submissions as the proceedings develop. 2.1 The Claimant's Investment Structure DEH holds one hundred percent (100

3. Identification of Expert Personnel 3.1 Lead Expert The lead expert for this engagement shall be Dr. Elaine Cho, CFA, ASA, Managing Director of Pemberton Valuation Advisory LLC. Dr. Cho shall serve as the testifying expert and shall be the principal author of all expert reports submitted in connection with the Arbitration. Dr. Cho's curriculum vitae, setting out her qualifications, professional experience, represen

4. Scope of Engagement 4.1 Preparation of Damages Report Pemberton shall prepare a comprehensive independent expert report (the "Damages Report") quantifying the losses suffered by DEH as a result of the Republic of Valderia's expropriation of Concession No. HYD-2012-047 and related assets. The Damages Report shall be prepared to a standard suitable for submission to the ICSID tribunal and shall comply with any proce

5. Expert Independence and Duties Pemberton and Dr. Cho shall at all times maintain full independence and objectivity in the performance of their duties under this engagement. The role of an expert witness in international arbitration proceedings carries with it particular responsibilities that transcend the ordinary obligations of a retained consultant. Dr. Cho acknowledges and accepts that her overriding duty is to

6. Conflicts of Interest Pemberton confirms that it has conducted a thorough conflicts check across its firm and that, as of the date of this Engagement Letter, it has no current engagement with any of the following parties: (a) The Republic of Valderia, or any ministry, agency, or instrumentality thereof; (b) PetroValderia S.A.; (c) Ortega & Bernal, Abogados; (d) Harcastle Fenton LLP; or (e) Northbridge Economic Con

7. Confidentiality and Privilege All information provided to Pemberton by C&H, DEH, DVU, or any agent, officer, employee, or representative of the Claimant in connection with this engagement is confidential and is provided under, and subject to, litigation privilege (also known as legal professional privilege as it applies to communications made for the dominant purpose of litigation). Pemberton shall not disclose an

8. Document and Data Management C&H will provide Pemberton with the relevant documents and data required for the preparation of the Damages Report. The principal categories of documents and data to be furnished are as follows: (a) Audited financial statements of DEH and DVU for the fiscal years 2013 through 2021, as prepared by Ashworth & Palliser LLP (DEH's independent auditors); (b) Concession agreement: Concession

9. Fee Arrangements 9.1 Hourly Rates Pemberton's professional fees shall be charged on an hourly basis at the following rates, which are effective as of the date of this Engagement Letter: Any additional personnel whom Pemberton may deploy on the engagement with C&H's prior written approval shall be billed at hourly rates to be agreed in advance in writing between the parties. No work shall be performed by any person

10. Deliverables and Timeline The principal deliverable under this engagement is the Damages Report. The anticipated timeline for the preparation and delivery of the Damages Report is as follows: (a) Draft Damages Report: Pemberton shall deliver a complete draft of the Damages Report to C&H within twelve (12) weeks of receipt of all material data and documents identified in Section 8 and Appendix C. The draft shall b

11. Coordination with Other Experts and Advisors 11.1 Ridgewell Subsurface Consultants Ltd. Pemberton shall coordinate with Ridgewell Subsurface Consultants Ltd. (lead expert: Dr. Alistair Greaves, P.Eng.) on all matters relating to reserves data, production profiles, decline curves, and technical parameters to be used in the DCF model and the Damages Report. Pemberton may communicate directly with Ridgewell on techn

12. Limitation of Liability and Indemnification 12.1 Limitation of Liability Pemberton's aggregate liability to C&H and/or DEH arising out of or in connection with this engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total professional fees actually paid to Pemberton under this Engagement Letter as of the date on which any c

13. Term and Termination 13.1 Commencement. This engagement shall commence on the date on which this Engagement Letter is countersigned by an authorised representative of Pemberton and returned to C&H. 13.2 Duration. The engagement shall continue until the completion of all services contemplated by this Engagement Letter, including the delivery of the Damages Report, any Rebuttal Report, and the completion of any exp

14. Governing Law and Dispute Resolution 14.1 Governing Law This Engagement Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. 14.2 Jurisdiction. Subject to Section 14.3 below, the parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising

15. Miscellaneous Provisions 15.1 Entire Agreement This Engagement Letter, together with its appendices, constitutes the entire agreement between C&H (on behalf of DEH) and Pemberton with respect to the subject matter hereof and supersedes all prior negotiations, representations, undertakings, and agreements, whether written or oral, relating to the engagement of Pemberton as expert in the Arbitration. 15.2 Amendment

16. Acceptance and Countersignature If the terms and conditions set out in this Engagement Letter are acceptable to Pemberton, please indicate your acceptance by signing and returning a copy of this letter to the undersigned. Upon receipt of the countersigned letter, the engagement shall be deemed to have commenced as of the date of Pemberton's countersignature. We look forward to working with you and Dr. Cho on this