Contract analysis

I. Purpose and Summary The purpose of this memorandum is to memorialize the identification, analysis, and resolution of a concurrent conflict of interest arising from the dual role of Patricia Dunmore in the above-referenced engagement. This memorandum has been prepared for the Calderwood & Harkness LLP ("C&H" or the "Firm") Conflicts Committee and for inclusion in the engagement file to provide a complete contempora

II. Background A. The Client and the Engagement Dunmore Energy Holdings Ltd. ("DEH") is a Cayman Islands-domiciled strategic private energy company focused on midstream natural gas infrastructure and renewable energy development in the Appalachian Basin and Mid-Atlantic region of the United States. DEH was founded by Patricia Dunmore in 2009 and has grown substantially over the past thirteen years. Based on the most

III. Identification and Nature of the Conflict A. Description of the Conflict The conflict at issue is a personal-interest conflict arising under the applicable rules of professional conduct. Specifically, a lawyer — Patricia Dunmore — has a significant personal financial interest and governance interest in the client entity on whose engagement she serves as billing partner. This is not a conflict between two clients

IV. Structural Safeguards and Mitigation Measures In connection with the conflict waiver, the Firm has implemented the following structural safeguards and mitigation measures designed to ensure that the identified risks are adequately managed throughout the duration of the engagement. These safeguards have been reviewed and approved by the Conflicts Committee and are conditions of the Committee's approval of the enga

V. Informed Consent — Client (DEH) A. Disclosure to DEH In accordance with New York Rule 1.7(b)(4), New York Rule 1.0(j), and DC Rule 1.7(b)(4), the Firm provided full written disclosure to the Board of Directors of Dunmore Energy Holdings Ltd. regarding the nature and implications of the conflict arising from Ms. Dunmore's dual role. The disclosure was provided prior to the execution of the engagement letter and pri

VI. Informed Consent — Calderwood & Harkness LLP Conflicts Committee A. Conflicts Committee Review Calderwood & Harkness LLP's Conflicts Committee reviewed the dual-role conflict and the proposed engagement on May 9, 2022. The Conflicts Committee is composed of four members: the Firm's General Counsel, the Ethics Partner, and two rotating senior partners drawn from practice groups unrelated to the Energy & Infrastruc

1. The conflict arising from Ms. Dunmore's dual role as Chairperson and 72% controlling shareholder of DEH and billing partner at C&H on Matter No. 1016-00005 is consentable under New York Rule 1.7(b) and DC Rule 1.7(b)(4).

2. George Trujillo possesses the qualifications, experience, and independence necessary to provide competent and diligent representation to DEH and Ridgeline in the FERC proceeding notwithstanding Ms. Dunmore's personal interest, and the Committee has confidence in his ability to exercise independent professional judgment free from inappropriate influence.

3. The structural safeguards described in Section IV of this memorandum are adequate to mitigate the identified risks associated with the dual role, provided they are implemented and maintained throughout the engagement.

4. The engagement may proceed with Ms. Dunmore designated as billing partner, subject to the following conditions: (i) adherence to all structural safeguards as described herein; (ii) annual re-evaluation of the conflict and safeguards by the Conflicts Committee; (iii) immediate re-evaluation upon the occurrence of any material change in circumstances; (iv) documentation of all instances in which Ms. Dunmore acts in

VII. Conflicts Check Results A comprehensive conflicts check was conducted on May 8, 2022, through Calderwood & Harkness LLP's New Business Intake system. The search was designed to identify any current or former representations by C&H of parties adverse to or potentially adverse to the client in the FERC proceeding, as well as any other relationship that could give rise to a concurrent or successive conflict of inte

VIII. Ongoing Monitoring and Reporting Obligations George Trujillo, as Responsible Partner, is responsible for the ongoing monitoring of the conflict throughout the duration of the engagement. The monitoring obligation is a continuing one and encompasses a duty to identify and report to the Conflicts Committee any material change in circumstances that could affect the analysis set forth in this memorandum or the adeq

IX. Conclusion The dual role of Patricia Dunmore as Founder, Chairperson, and 72% controlling shareholder of Dunmore Energy Holdings Ltd. and billing partner at Calderwood & Harkness LLP on C&H Matter No. 1016-00005 creates a personal-interest conflict of interest under New York Rule of Professional Conduct 1.7(a)(2). The conflict is real and significant, given the extraordinary magnitude of Ms. Dunmore's personal fi