Contract analysis

1. Introduction and Background Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), a Cayman Islands exempted company with its principal United States office at 2200 Post Oak Boulevard, Suite 3100, Houston, Texas 77056, Employer Identification Number 98-1347562, hereby retains Ridgeway Compliance Solutions LLC ("Ridgeway" or "Consultant"), a Texas limited liability company with its principal office at 3000 Richmond Ave

2. Qualifications of Ridgeway and Dr. Whitford Dr. Carolyn Whitford is the Founder and Managing Director of Ridgeway Compliance Solutions LLC. Dr. Whitford is a former attorney in FERC's Office of Enforcement, where she gained direct, firsthand experience in energy market manipulation investigations, enforcement proceedings, and compliance program design and evaluation. During her tenure at FERC OE, Dr. Whitford part

3. Scope of Engagement Ridgeway's engagement shall encompass the following scope of services, each of which is described in detail below. 3.1 Compliance Program Design Ridgeway shall design and develop a comprehensive enhanced compliance program (the "Enhanced Compliance Plan") for DPT's wholesale electricity trading operations in the MISO and SPP organized wholesale electricity markets. The Enhanced Compliance Plan

4. Key Dunmore Personnel / Points of Contact Dunmore designates the following individuals as key personnel and points of contact for this engagement: (a) Jennifer Caulfield, Chief Compliance Officer — Ms. Caulfield shall serve as Ridgeway's primary day-to-day contact for all matters relating to compliance program design and implementation. The CCO reports directly to the DEH Board of Directors, ensuring the independe

5. Term and Duration This Engagement Letter shall be effective as of October 15, 2023 (the "Effective Date"). Ridgeway's engagement for compliance program design (Section 3.1) and compliance training development (Section 3.2) shall commence immediately upon execution of this Engagement Letter. The twelve-month Monitoring Period (Section 3.3) shall commence on the date on which FERC issues an order approving the Stipu

6. Fees and Payment 6.1 Flat Fee In consideration of the services described in Section 3 of this Engagement Letter, Dunmore shall pay Ridgeway a flat fee of Three Hundred Eighty-Five Thousand Dollars ($385,000.00). This flat fee encompasses the full scope of services to be provided by Ridgeway under this Engagement Letter, including: (a) Compliance program design and documentation (Section 3.1); (b) Compliance traini

7. Independence and Objectivity Ridgeway shall maintain independence from Dunmore, DPT, and their respective management teams in performing its monitoring and audit functions under this Engagement Letter. The integrity and credibility of Ridgeway's role as independent compliance monitor depend upon Ridgeway's ability to exercise independent professional judgment without actual or perceived conflicts of interest. Ridg

8. Confidentiality Ridgeway acknowledges the non-public nature of the FERC investigation under Docket No. IN23-7-000, conducted pursuant to the Commission's Rules of Practice and Procedure, 18 C.F.R. Part 1b. Ridgeway understands that information relating to the investigation, including the existence and scope of the investigation, any documents or data produced in connection with the investigation, and the substance

9. Cooperation and Access Dunmore and DPT shall provide Ridgeway with full, complete, and timely access to all trading records, trading systems, personnel, communications (including but not limited to emails, instant messages, recorded telephone conversations, and any other forms of electronic or written communication), and all other information, documents, and materials necessary for Ridgeway to perform its services

10. Reporting and Deliverables Ridgeway shall produce and deliver the following reports and deliverables during the course of this engagement: (a) Enhanced Compliance Plan. A comprehensive written Enhanced Compliance Plan document addressing all elements described in Section 3.1 of this Engagement Letter. The Enhanced Compliance Plan shall be suitable for submission to FERC OE as an appendix to the Stipulation and Co

11. Limitation of Liability and Indemnification 11.1 Limitation of Liability Ridgeway's aggregate liability to Dunmore and its affiliates under or in connection with this Engagement Letter, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees actually paid by Dunmore to Ridgeway under this Engagement Letter. In no event shall Ridgeway be liable for

12. Termination 12.1 Termination by Either Party Either party may terminate this Engagement Letter upon thirty (30) days' prior written notice to the other party, provided that any such termination shall be subject to any obligations imposed under the Stipulation and Consent Agreement in Docket No. IN23-7-000 (once executed and approved by FERC) requiring the continuation of independent compliance monitoring during t

13. Governing Law and Dispute Resolution 13.1 Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. 13.2 Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved through binding arbi

14. Calderwood & Harkness Review and Coordination The parties acknowledge that this Engagement Letter was drafted and reviewed by Calderwood & Harkness LLP in connection with C&H Matter Number 1016-00004 and Calderwood & Harkness's representation of Dunmore in the FERC enforcement proceeding in Docket No. IN23-7-000. Ridgeway shall coordinate with Calderwood & Harkness on all matters relating to the FERC enforcement

15. Miscellaneous This Engagement Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether oral or written. This Engagement Letter may not be amended or modified except by a written instrument executed by both parties. No waiver of any provision of this Engagement Letter sh