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Contract analysis

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Contract analysis / engagement-letter-deh.docx
engagement-letter-deh.docx
1016-00003 · 15 clauses
High · 1 Medium · 5 Standard · 3
1. Introduction and Purpose Standard
⚑ Commercial term
1. Introduction and Purpose Calderwood & Harkness LLP ("C&H," "the Firm," or "we") is pleased to confirm the terms of its engagement by Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or "the Company"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), as issuer's counsel in connection with the proposed offering by DEH, as issuer, and Dunmore upstream Finance Corp.
2. Scope of Representation High
⚑ Penalty / liquidated damages
2. Scope of Representation The Firm's representation of the Company in connection with the Offering will encompass the workstreams and deliverables described in Sections 2.1 through 2.8 below. The scope of the engagement is limited to the matters described herein, and certain matters are expressly excluded from the engagement as set forth in Section 2.9. Should additional matters arise during the course of the Offeri
3. Engagement Team Standard
⚑ Commercial term
3. Engagement Team The following attorneys at Calderwood & Harkness LLP will serve as the core engagement team for this matter: Jennifer Kwon — Responsible Partner. Jennifer is a partner in C&H's Capital Markets practice and will have overall responsibility for the engagement, including supervision of all workstreams, lead negotiation of the principal transaction documents (including the Indenture, Purchase Agreement
4. Billing Arrangements Standard
⚑ Commercial term
4. Billing Arrangements 4.1 Fee Basis Fees for services rendered by C&H in connection with this engagement will be charged on an hourly basis at C&H's then-current standard rates for the timekeepers performing the work. This engagement is on an hourly (time-and-materials) basis, and there is no fee cap applicable to this engagement. The Company acknowledges that the total fees for the engagement will depend on the sc
5. Client Identity and Authorized Representatives
5. Client Identity and Authorized Representatives The Firm's client in this engagement is Dunmore Energy Holdings Ltd., and no other person or entity. Specifically, the Firm does not represent, and is not engaged by, any individual officer, director, employee, or shareholder of the Company, nor does the Firm represent DUFC, any Guarantor subsidiary, or any other affiliate of the Company, except to the extent that suc
6. Confidentiality Medium
⚑ Forum / governing law
6. Confidentiality C&H will treat all information provided by the Company, or on the Company's behalf, in connection with this engagement as confidential, and will not disclose such information to any third party except as follows: (a) as required by applicable law, regulation, or court order; (b) as necessary in connection with the performance of our services under this engagement, including disclosures to local cou
7. Conflicts of Interest
7. Conflicts of Interest C&H has conducted conflicts checks with respect to the parties known to be involved in the Offering as of the date of this letter, including, without limitation: Dunmore Energy Holdings Ltd.; Dunmore upstream Finance Corp.; the Guarantor subsidiaries; Ridgeline Capital Markets LLC; Clarion Securities Inc.; Pinnacle Partners LLC; Northgate Trust Company, N.A.; Velthorn National Bank, N.A.; Har
8. Attorney-Client Privilege and Work Product Medium
⚑ Forum / governing law
8. Attorney-Client Privilege and Work Product All communications between C&H and the Company in connection with this engagement, including oral and written communications, memoranda, analyses, and advice, are protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The Company should take care to mark all communications with C&H as "Privileged and Con
9. Document Retention
9. Document Retention C&H will retain engagement files (including correspondence, work product, and copies of transaction documents) in accordance with the Firm's document retention policies, as in effect from time to time. Under the Firm's current policy, closed matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which time such files may be destroyed or dispose
10. Termination Medium
⚑ Notice / time limit to track
10. Termination Either party may terminate this engagement at any time upon written notice to the other party. C&H's right to terminate is subject to its professional obligations under the New York Rules of Professional Conduct to provide reasonable notice of withdrawal and to avoid material prejudice to the Company's interests, including any requirements for court approval of withdrawal in pending proceedings (if ap
11. Limitation of Liability Medium
⚑ Liability cap to check against exposure
11. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to the Company in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Company to C&H for services rendered under this engagement letter. In no event shall C&H be liable to the Company
12. Governing Law and Dispute Resolution Medium
⚑ Forum / governing law
12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the breach, termination, or validity thereof shall be
13. Acceptance and Agreement
13. Acceptance and Agreement We are delighted to have the opportunity to represent Dunmore Energy Holdings Ltd. in connection with this Offering and look forward to working with you, Ms. Rajaram, Mr. Ellingham, and the broader Dunmore team. If the foregoing terms and conditions are acceptable to the Company, please confirm the Company's agreement by executing and returning a copy of this letter to the undersigned at
1. C&H Standard Terms and Conditions of Engagement (supplementary terms)
1. C&H Standard Terms and Conditions of Engagement (supplementary terms)
2. Privilege and Work-Product Protocol Memorandum (to follow under separate cover)
2. Privilege and Work-Product Protocol Memorandum (to follow under separate cover) Distribution: cc: Marcus Ellingham, Chief Executive Officer, Dunmore Energy Holdings Ltd. cc: Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd. cc: Theodore Langston, Partner, Calderwood & Harkness LLP cc: Eric Johannsen, Senior Associate, Calderwood & Harkness LLP Timekeeper | Role | Hourly Rate Jennifer Kwon | Resp