Contract analysis

1. Purpose and Introduction Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS," and together with DEH, the "Client"), in connection with proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission"). We are p

2. Identification of the Client For purposes of this engagement, the "Client" shall refer to the following entities: Dunmore Energy Holdings Ltd. ("DEH") is an exempted limited company organized and existing under the laws of the Cayman Islands, registered with the Cayman Islands General Registry under Cayman Registry No. CR-381204. DEH's registered address is 4th Floor, Harbour Place, 103 South Church Street, George

3. Scope of Representation 3.1 General Scope Calderwood & Harkness will represent DEH and Ridgeline in connection with the filing and prosecution of an application before FERC seeking the following authorizations: (a) Rate Case (Docket No. RP22-847-000): Approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System under Part 284, Subpart G of Title 18 of the Co

4. Key Engagement Personnel and Staffing 4.1 Responsible Partner George Trujillo, Partner, Energy & Infrastructure Practice Group, will serve as the lead attorney and responsible partner for this engagement. In that capacity, Mr. Trujillo will have day-to-day supervisory responsibility for all aspects of the FERC proceeding, including strategic direction, quality control over all filings and submissions, management o

5. Fee Arrangements 5.1 Hourly Rates Professional fees for this engagement will be charged on an hourly basis at the following standard rates, which are effective as of the date of this Engagement Letter: The specific hourly rates for the named engagement personnel are as follows: These hourly rates are subject to annual adjustment, which typically becomes effective on January 1 of each calendar year. Calderwood & Ha

6. Budget Estimate Based on the anticipated scope and timeline of the FERC proceeding — from the filing of the initial application through the hearing phase and initial post-hearing briefing before the Administrative Law Judge — Calderwood & Harkness estimates total professional fees and expenses in the range of $2,500,000 to $4,000,000 for the rate case (Docket No. RP22-847-000) and interconnection authorization pro

7. Matter Number and Internal Administration This engagement has been assigned Calderwood & Harkness Matter No. 1016-00005. All time entries, billing records, internal memoranda, correspondence, and other documents relating to this engagement should reference this matter number for proper tracking and accounting purposes. The matter will be opened on the Firm's systems effective May 12, 2022, coinciding with the anti

8. Key Proceeding Details (for Reference) For the convenience of all parties and to ensure consistency in all filings and communications, the following summary sets forth key details regarding the Ridgeline Pipeline System, the proposed tariff rates, and the interconnection with ATPC: 8.1 Ridgeline Pipeline System • Pipeline Length: 187 miles • Diameter: 24 inches • Design Capacity: 1.2 Bcf/d • Current Throughput: Ap

9. Conflicts of Interest Calderwood & Harkness takes its obligations regarding conflicts of interest seriously and has undertaken a thorough review of potential conflicts in connection with this engagement. As discussed in Section 4.2 above, the primary conflict that has been identified arises from Patricia Dunmore's dual role as the Founder, Chairperson, and controlling shareholder (72% equity interest) of DEH, the

10. Confidentiality and Privilege All communications between DEH, Ridgeline, and their respective officers, directors, employees, and agents, on the one hand, and Calderwood & Harkness and its attorneys, staff, and agents, on the other hand, made in connection with this engagement and for the purpose of seeking, providing, or facilitating legal advice, are protected by the attorney-client privilege and the work produ

11. Document Retention Calderwood & Harkness will retain all files, documents, correspondence, work product, and other materials generated or received in connection with this engagement in accordance with the Firm's document retention policy, which currently provides for retention of closed matter files for a period of ten (10) years following the close of the matter, unless the Client provides alternative written in

12. Termination Either party may terminate this engagement at any time upon written notice to the other party. The Client may terminate the engagement for any reason or no reason. Calderwood & Harkness may terminate the engagement for cause, including but not limited to nonpayment of fees, a material breakdown in the attorney-client relationship, the Client's failure to cooperate in the representation, or the emergen

13. Limitation of Liability Calderwood & Harkness's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by DEH to Calderwood & Harkness for services rendered under this Engagement Letter. This limitation applies to all claims, losses, damages, and liabilities of any kind arising out

14. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the engagement contemplated hereby, including any dis

15. Entire Agreement and Amendments This Engagement Letter, together with the Conflict Waiver Memorandum (Enclosure 1), the Calderwood & Harkness LLP Standard Terms of Engagement (Enclosure 2, incorporated herein by reference), and any supplemental engagement letters that may be executed by the parties from time to time, constitutes the entire agreement between Calderwood & Harkness LLP and Dunmore Energy Holdings Lt

16. Acceptance We are genuinely enthusiastic about the opportunity to represent DEH and Ridgeline in this important proceeding and are confident that we can deliver the quality of representation that this matter requires. If the terms and conditions set forth in this Engagement Letter are acceptable to you, please confirm your acceptance by countersigning this letter in the space provided below and returning one exec