Contract analysis

I. PURPOSE AND SCOPE OF CONFLICT CHECK This memorandum sets forth the results of the conflict-of-interest review conducted by Calderwood & Harkness LLP's ("C&H" or the "Firm") New Business / Conflicts Department in connection with the proposed engagement of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients") for repr

II. PARTIES SEARCHED The following entities, individuals, and organizations were identified as relevant to the proposed engagement and were searched in the Firm's conflict-checking systems. Each is described in detail below. A. Client Entities

1. Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") • Entity Type: Exempted company incorporated under the laws of the Cayman Islands • Registered Office: 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands • Principal U.S. Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056 • Employer Identification Number (EIN): 98-1347562 • Description: Dunmore Energy

2. Dunmore Power Trading LLC ("DPT") • Entity Type: Delaware limited liability company; wholly owned subsidiary of DEH • Registered Agent: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801 • Principal Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056 • EIN: 82-4519763 • FERC Market-Based Rate Authorization: Docket No. ER05-1128-000 • Description: DPT is Dunmore's power marketing su

3. Dunmore Midstream Partners LP ("DMP") • Entity Type: Delaware limited partnership • EIN: 47-8831205 • Principal Office: 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056 • Description: DMP is a midstream subsidiary of DEH that operates natural gas gathering systems and pipeline infrastructure. DMP's pipeline network supplies natural gas to several of Dunmore's gas-fired generation plants in the MISO footprint

1. Gavin Harcourt — Founder, Chairman, and Chief Executive Officer of DEH. British national, age 61, residing in Houston, Texas. Mr. Harcourt controls approximately 54% of DEH's equity through a combination of direct ownership (38%) and holdings through the Harcourt Family Trust (16%). As the founder and controlling shareholder, Mr. Harcourt exercises ultimate decision-making authority over DEH and its subsidiaries,

2. Elena Mirova — President and Chief Operating Officer of DEH. Age 49, based in Houston, Texas. Ms. Mirova oversees the day-to-day operations of all DEH business units, including the trading operations conducted by DPT and the midstream operations conducted by DMP. She reports directly to Mr. Harcourt.

3. Derek Sung — Senior Vice President, Power Marketing & Trading, DPT. Age 44, based in Houston, Texas. Mr. Sung directly supervised DPT's MISO trading desk during the Relevant Period and had oversight of the trading strategies that are the subject of the FERC investigation. He is expected to be a key witness in the investigation.

4. Rhonda Vasquez — Vice President, Regulatory Affairs, DEH. Age 52, based in Houston, Texas. Ms. Vasquez serves as DEH's primary interface with FERC on compliance matters and has historically managed the company's regulatory filings and interactions with the Commission. She is expected to play a coordinating role in the Firm's engagement.

5. Martin Llewellyn — General Counsel, DEH. Age 56, based in Houston, Texas. Mr. Llewellyn authorized the engagement of outside counsel in connection with the FERC enforcement matter and serves as the primary contact for this engagement. He initiated the referral to C&H after A&B was conflicted out.

6. Jennifer Caulfield — Chief Compliance Officer, DEH. Age 47, based in Houston, Texas. Ms. Caulfield was appointed to the CCO position on February 6, 2023, approximately three months prior to the initiation of the FERC preliminary inquiry. Her appointment predated the investigation and was part of a broader compliance program enhancement initiated by DEH management. Ms. Caulfield will be relevant to the investigatio

7. Kyle Renfro — Senior Trader, MISO Day-Ahead Desk, DPT. Age 36. Mr. Renfro has been identified by FERC Staff in the preliminary inquiry letter as the primary trader executing the allegedly manipulative bidding strategies in the MISO Day-Ahead market during the Relevant Period. He is expected to be a central figure in the investigation.

8. Anastasia Petrov — Trader, MISO Real-Time Desk, DPT. Age 31. Ms. Petrov has been identified by FERC Staff as executing complementary trading positions in the MISO Real-Time market that allegedly worked in concert with Mr. Renfro's Day-Ahead positions. She is also expected to be a significant witness. C. Equity Investors in DEH The following institutional investors and trusts hold equity interests in DEH and were s

1. Pendleton Capital Partners, LP — Private equity fund headquartered in New York, New York. Delaware limited partnership. Pendleton holds approximately 27% of the equity in DEH. The Managing Partner of Pendleton Capital Partners is Richard Ostrander. Pendleton is understood to have board representation rights at the DEH level. Given Pendleton's significant equity stake, any existing C&H relationship with Pendleton o

2. Greenvale Infrastructure Fund III — Infrastructure-focused investment fund headquartered in Chicago, Illinois. Delaware limited partnership. Greenvale holds approximately 19% of the equity in DEH. The Managing Director of Greenvale Infrastructure Fund III is Susan Tanaka. Greenvale is understood to have certain consent rights and board observer rights at the DEH level.

3. Harcourt Family Trust — Irrevocable trust formed under the laws of Texas. The trust holds approximately 16% of the equity in DEH on behalf of the family of Gavin Harcourt. The trust was searched as an affiliate of Mr. Harcourt to ensure completeness. D. Adverse / Interested Government Party

1. Federal Energy Regulatory Commission (FERC) • Address: 888 First Street NE, Washington, D.C. 20426 • Description: FERC is an independent federal regulatory agency within the U.S. Department of Energy responsible for regulating the interstate transmission and wholesale sale of electricity, natural gas, and oil. The FERC Office of Enforcement is the division responsible for investigating and prosecuting potential vi

1. Aldercroft & Beane LLP — Law firm headquartered at 1875 K Street NW, Suite 600, Washington, D.C. 20006. Organized as a District of Columbia limited liability partnership. Named Partner: Warren Aldercroft. A&B served as Dunmore's prior FERC regulatory counsel, having handled DEH's and DPT's market-based rate filings and routine regulatory compliance matters before the Commission, including matters filed under Docke

2. Velthorn Market Analytics, Inc. — 900 North Michigan Avenue, Suite 1400, Chicago, IL 60611. Illinois corporation. President: Dr. Patricia Engel. Velthorn serves as MISO's Independent Market Monitor ("IMM") and performs market monitoring and surveillance functions under MISO's Transmission and Energy Markets Tariff. Velthorn authored a referral report to FERC OE, dated April 3, 2023, that identified the trading pat

3. Prescott & Hargrove LLP — Accounting firm located at 700 Louisiana Street, Suite 3500, Houston, TX 77002. Texas limited liability partnership. Engagement Partner: Douglas Fenn, CPA. Prescott & Hargrove serves as DEH's independent auditor. P&H may be consulted during the course of the engagement regarding the potential financial statement impact of any FERC civil penalty or disgorgement order, and regarding the ade

4. Midcontinent Independent System Operator (MISO) — Regional transmission organization ("RTO") that operates the wholesale electricity markets at issue in the investigation, including the MISO Day-Ahead and Real-Time energy markets. MISO is headquartered in Carmel, Indiana. The pricing nodes identified as relevant to the investigation include the MISO Indiana Hub and the MISO Minnesota Hub. MISO was searched as a po

III. CONFLICT DATABASE SEARCH RESULTS A. Search Methodology The Conflicts Department conducted a comprehensive search of C&H's proprietary New Matter Intake and Conflicts Management System (the "Conflicts Database") on May 23, 2023. The Conflicts Database contains records of all current and historical client representations, adverse parties, and related entities dating from the inception of the Firm's electronic reco

IV. ALDERCROFT & BEANE CONFLICT — DETAIL This section provides additional context regarding the circumstances under which Dunmore's prior FERC regulatory counsel, Aldercroft & Beane LLP, was conflicted out of the enforcement matter, and the implications (if any) for C&H's proposed representation. Background. Aldercroft & Beane LLP, led by Warren Aldercroft, has served as Dunmore's primary FERC regulatory counsel for

V. POTENTIAL ISSUES NOTED While no material conflicts of interest have been identified through the conflict check process, the Conflicts Department wishes to bring the following matters to the engagement team's attention. These are not conflicts of interest per se, but rather engagement structuring and ethical considerations that should be addressed in the engagement letter and monitored throughout the representation

VI. CLEARANCE DETERMINATION Based on the comprehensive conflict-of-interest review documented in this memorandum, the New Business / Conflicts Department of Calderwood & Harkness LLP has reached the following determination: DETERMINATION: CLEARED — NO CONFLICTS IDENTIFIED Calderwood & Harkness LLP is cleared to proceed with the proposed engagement of Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC as co-cl

1. The engagement letter should be drafted and circulated to Catherine Bloom and Alan Ngo for review prior to transmittal to Martin Llewellyn, General Counsel of DEH, for execution on behalf of DEH and DPT.

2. The engagement letter should incorporate the joint representation disclosures and consents described in Section V.A above.

3. The engagement letter should include the clarification regarding scope of individual representation described in Section V.B above.

4. Once the engagement letter is fully executed, the matter will be opened in the Firm's billing and timekeeping systems under the assigned matter number and billing code. Clearance Approved By: Victoria R. Sanderson Conflicts Counsel, New Business / Conflicts Committee Calderwood & Harkness LLP Date: May 23, 2023

VII. DISTRIBUTION This memorandum has been distributed to the following individuals. This memorandum is confidential and constitutes attorney work product. It should not be distributed beyond the individuals listed below without the prior approval of the New Business / Conflicts Department. • Catherine Bloom — Responsible Partner • Alan Ngo — Billing Partner • Hannah Brinkley — Lead Associate • Patrick Gallagher — Wo