Contract analysis

I. PURPOSE AND URGENCY OF THIS MEMORANDUM Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly owned subsidiary, Dunmore Power Trading LLC ("DPT"), in connection with the preliminary inquiry initiated by the Federal Energy Regulatory Commission Office of Enforcement ("FERC OE") by letter dated May 22, 2023, bearing Docket No. IN23-7-000 (th

II. BACKGROUND A. The FERC Preliminary Inquiry On May 22, 2023, FERC OE issued a preliminary inquiry letter addressed to Dunmore Energy Holdings Ltd. regarding the trading activity of DPT in the Midcontinent Independent System Operator ("MISO") Day-Ahead and Real-Time energy markets. The letter, which was received by Dunmore's registered agent for service of process and forwarded to Martin Llewellyn's office on the s

III. SCOPE OF PRESERVATION OBLIGATION The preservation obligation described in this memorandum is intentionally broad in scope. Given the early stage of the Preliminary Inquiry and the possibility that FERC OE will expand the scope of its investigation as it progresses, it is essential that Dunmore err on the side of over-preservation rather than risk the destruction of potentially relevant materials. The specific pa

1. MISO Day-Ahead Trading Activity All documents and ESI relating to DPT's participation in the MISO Day-Ahead energy market, including but not limited to: • All Day-Ahead energy market bids, offers, schedules, dispatch instructions, and settlement statements for DPT in the MISO market, including all offers submitted for gas-fired generation units located at or near the Indiana Hub pricing node. • All bidding strateg

2. MISO Real-Time Trading Activity All documents and ESI relating to DPT's participation in the MISO Real-Time energy market, including but not limited to: • All Real-Time energy market positions, virtual trades (Increment Offers and Decrement Bids), schedules, dispatch instructions, and settlement statements for DPT in the MISO market, with particular attention to activity at the Minnesota Hub pricing node. • All an

3. Financial Transmission Rights (FTRs) All documents and ESI relating to DPT's acquisition, holding, valuation, and settlement of Financial Transmission Rights in the MISO market, including but not limited to: • All FTR acquisition records, auction bid data, counterparty transaction records, FTR portfolio positions, mark-to-market valuation analyses, and settlement data. • All documents reflecting the rationale, bus

4. Gas Nominations and Midstream Coordination All documents and ESI relating to natural gas nominations, scheduling, procurement, and pipeline operations associated with Dunmore Midstream Partners LP's supply of natural gas to Dunmore's gas-fired electricity generation plants, including but not limited to: • All gas nomination schedules, pipeline capacity reservations, firm and interruptible transportation agreements

5. Trading Desk Communications All communications among DPT's MISO trading desk personnel, and between trading desk personnel and any other Dunmore employees, officers, agents, or external counterparties, relating to MISO trading strategies, Day-Ahead bidding, Real-Time virtual trading, FTR positions, gas nominations, generation dispatch, or any other topic potentially relevant to the subject matter of the FERC OE Pr

6. Compliance and Regulatory Materials All documents and ESI relating to DPT's compliance with applicable laws, regulations, and market rules governing wholesale electricity trading, including but not limited to: • All compliance policies, procedures, manuals, codes of conduct, training materials, and related records pertaining to DPT's wholesale electricity trading activity. • All records relating to the appointment

7. Internal Reporting and Management Oversight All documents and ESI relating to internal reporting, management oversight, and governance of DPT's trading operations, including but not limited to: • Reports, memoranda, presentations, and meeting minutes concerning DPT's trading performance, risk exposure, profit and loss ("P&L") statements, and strategy reviews. • Board of directors materials, management committee mi

8. Trader Compensation and Incentives All documents and ESI relating to the compensation, incentive arrangements, and performance evaluations of DPT trading personnel, including but not limited to: • Records of base salary, bonus calculations, incentive pool structures, commission arrangements, carried interest or profit-sharing arrangements, and any other forms of variable compensation applicable to DPT traders. • P

9. Prior Counsel Communications All correspondence and documents exchanged between Dunmore (including DEH, DPT, and DMP) and its prior outside regulatory counsel, Aldercroft & Beane LLP (1875 K Street NW, Suite 600, Washington, D.C. 20006; lead contact: Warren Aldercroft), relating to FERC compliance, market-based rate filings, MISO market rules compliance, or any prior regulatory inquiries, examinations, or investig

IV. IDENTIFIED CUSTODIANS The following eleven (11) custodians have been identified as individuals whose documents and ESI must be preserved immediately under this litigation hold. These custodians were selected based on C&H's preliminary assessment of the individuals most likely to possess documents and ESI relevant to the matters under investigation, including DPT's MISO trading activity, FTR portfolio management,

V. SPECIFIC PRESERVATION INSTRUCTIONS The following specific instructions must be implemented immediately by Dunmore personnel, under the direction of Martin Llewellyn and Rhonda Vasquez, to ensure compliance with this litigation hold. A. Suspension of Routine Destruction All automatic deletion schedules, document retention policies, routine destruction cycles, and any other processes — whether automated or manual —

VI. OBLIGATIONS UNDER 18 C.F.R. PART 1b This Section provides a brief overview of the legal framework governing FERC OE investigations and the preservation obligations that arise in connection with such investigations. FERC's authority to conduct non-public investigations of potential violations of the Federal Power Act and Commission regulations is set forth in 18 C.F.R. Part 1b. Under this regulatory framework, FER

VII. ACKNOWLEDGMENT AND COMPLIANCE PROCEDURES A. Custodian Acknowledgment Each of the eleven (11) identified custodians must sign a written acknowledgment form confirming that he or she has received, read, and understands the obligations imposed by this litigation hold. The acknowledgment form will be provided separately by Calderwood & Harkness LLP and will be transmitted to Martin Llewellyn for distribution to the

VIII. DURATION OF HOLD This litigation hold will remain in effect until Calderwood & Harkness LLP issues a formal written release to Dunmore Energy Holdings Ltd. No Dunmore employee, officer, director, agent, or contractor is authorized to release, modify, narrow, or otherwise alter the scope of this litigation hold without written approval from Calderwood & Harkness LLP. Any purported release or modification that is

IX. CONSEQUENCES OF NON-COMPLIANCE The consequences of failing to comply with this litigation hold directive are severe and potentially irreversible. All Dunmore personnel who are subject to or responsible for implementing this hold must understand the following: (1) Adverse Inferences. If relevant documents or ESI are destroyed, altered, or lost due to a failure to comply with this hold, FERC or a reviewing court ma

X. CONTACT INFORMATION All communications regarding this litigation hold, the FERC OE Preliminary Inquiry, or any related matter should be directed to the following individuals at Calderwood & Harkness LLP: Hannah Brinkley Lead Associate Calderwood & Harkness LLP 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Direct: (713) 555-4128 Email: hbrinkley@calderwoodharkness.com Catherine Bloom Responsible Partner Calde