Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") to represent Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary, Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients"), in connection with the pending preliminary inquiry initiated by the Federal Energy Regulatory Commission, Office of Enforcement ("FERC OE"

2. Identity of the Clients For purposes of this engagement, the Clients are identified as follows: (a) Dunmore Energy Holdings Ltd. — an exempted company incorporated under the laws of the Cayman Islands, with its registered office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands, and its principal United States office at 2200 Post Oak Boulevard, Suite 3100, Ho

3. Scope of Engagement C&H's engagement is limited to the representation of DEH and DPT in connection with the following matters: (a) The FERC Office of Enforcement preliminary inquiry initiated by letter dated May 22, 2023, assigned Docket No. IN23-7-000; (b) Any formal non-public investigation that may arise from or succeed the preliminary inquiry, including any order of investigation issued by FERC or its designee

4. Staffing The C&H attorneys assigned to this engagement at the outset are as follows: (a) Catherine Bloom — Partner (Responsible Partner). Catherine is based in C&H's New York office and will have overall responsibility for engagement strategy, client communications, and key filings and submissions. Catherine will personally lead all negotiations with FERC Staff regarding the resolution of the investigation, appear

5. Fees and Billing Rates Fees for this engagement will be charged on an hourly basis, at the rates set forth below. These rates are the standard rates currently in effect for each timekeeper: If paralegal or legal assistant time is required for this engagement, such time will be billed at rates ranging from $275 to $425 per hour, depending on the experience level and role of the individual. The specific rate for any

6. Retainer Upon execution of this engagement letter, the Clients shall remit an advance retainer in the amount of $250,000 (Two Hundred Fifty Thousand Dollars) to Calderwood & Harkness LLP. The retainer should be remitted by wire transfer to C&H's client trust account in accordance with the wire transfer instructions that will be provided under separate cover (or, if enclosed herewith, as set forth in Enclosure A).

7. Expenses and Disbursements In addition to professional fees, the Clients will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses include, but are not limited to: • Travel expenses: Airfare, hotel accommodations, ground transportation, meals, and incidental travel-related costs. Air travel will be at coach or

8. Billing and Payment Terms C&H will render invoices for professional fees and expenses on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. Each invoice will include a summary description of the work performed during the billing period, the hours billed by each timekeeper (together with a brief narrative description of the services rendered by each timekeeper),

9. Conflicts of Interest C&H has conducted a conflicts check in accordance with the Firm's standard procedures and has determined that C&H is not currently representing any party whose interests are directly adverse to DEH or DPT in connection with this matter. We understand that DEH's prior FERC regulatory counsel was Aldercroft & Beane LLP, located at 1875 K Street NW, Suite 600, Washington, D.C. 20006 (Warren Alde

10. Confidentiality and Privilege All communications between C&H and the Clients in connection with this engagement are intended to be privileged and confidential, protected by the attorney-client privilege, the attorney work product doctrine, the common interest privilege (where applicable), and any other protections available under applicable law and regulation. C&H will take reasonable steps to safeguard the confi

11. Document Preservation In connection with the FERC OE investigation, the Clients have an affirmative obligation to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to the inquiry. This obligation arises upon receipt of the FERC OE preliminary inquiry letter and extends to all documents and ESI in the possession, custody, or control of DEH, DPT, and their

12. Communication and Reporting Catherine Bloom will serve as the primary C&H contact for all strategic matters, including engagement strategy, negotiations with FERC Staff, and communications regarding major developments in the investigation. Hannah Brinkley will serve as the primary C&H contact for day-to-day operational matters, including document production, data request responses, scheduling, and routine communi

13. Termination of Engagement The Clients may terminate this engagement at any time upon written notice to C&H, subject to the Clients' obligation to pay all professional fees and expenses incurred through the effective date of termination, including any fees and expenses for work reasonably necessary to protect the Clients' interests during the transition to successor counsel. C&H may withdraw from this engagement f

14. Limitation of Liability; No Guarantee of Outcome C&H will exercise reasonable professional care in the performance of its services under this engagement, consistent with the standard of care applicable to attorneys practicing in this area of law in the relevant jurisdiction. C&H's liability to the Clients in connection with this engagement shall be limited to the extent permitted by applicable rules of profession

15. Governing Law and Dispute Resolution This engagement letter and the relationship between C&H and the Clients shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the engagement, or the services performed hereunder, including any claim for prof

16. Acceptance and Execution If the terms and conditions set forth in this engagement letter are acceptable to DEH and DPT, please indicate your acceptance by signing this letter in the space provided below and returning a signed copy to us. An executed copy may be returned by email (PDF) to Catherine Bloom at cbloom@calderwoodharkness.com, with a hard copy to follow by overnight courier to C&H's Houston office at th