Contract analysis

1. Description of the Client The Client for purposes of this engagement is Dunmore Energy Holdings Ltd., an exempted limited company organized and existing under the laws of the Cayman Islands (Cayman Islands Registry Number CR-284319). The Client's principal office is located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. The Client acknowledges, and the Fir

2. Scope of Engagement 2.1 Transaction Overview DEH, through its indirect wholly owned subsidiary Ridgeway Wind Energy LLC ("RWE" or the "Project Company"), owns and operates the Ridgeway Wind Project (the "Project"), a 250-megawatt (MW) onshore wind energy generation facility located on approximately 28,000 acres of leased ranchland situated approximately 14 miles northeast of Miles City, Custer County, Montana. The

3. Engagement Team The following attorneys will be primarily responsible for the performance of services under this engagement: Sylvia Hartwell will serve as the Responsible Partner for this engagement and will be the primary relationship contact for the Client. Ms. Hartwell will have overall responsibility for the supervision and direction of the legal work performed under this engagement and will be available to th

4. Fees and Billing 4.1 Hourly Rates Legal services rendered under this engagement will be billed on an hourly basis at the rates specified in Section 3 above. The rates set forth in that section reflect each timekeeper's current standard billing rate as of the date of this letter. Hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Client will be notifi

5. Client Responsibilities The success of this engagement depends on the full and timely cooperation of the Client and its personnel. The Client agrees to cooperate with C&H and to provide, in a timely manner, all documents, information, data, and access to personnel that are reasonably necessary for C&H to perform the services described in this engagement letter. Without limiting the generality of the foregoing, the

6. Confidentiality All information provided by the Client to C&H in connection with this engagement, including documents, data, communications, financial information, business plans, and strategic considerations (collectively, "Confidential Information"), will be treated as confidential by C&H and its personnel. Such information will be protected by the attorney-client privilege and/or the work product doctrine to th

7. Conflicts of Interest C&H has conducted a conflicts check in accordance with the Firm's standard procedures, utilizing the information provided by the Client regarding the parties and entities involved in the proposed transaction. Based on the information currently available to us, we do not believe that a conflict of interest exists that would preclude the Firm from undertaking this engagement under the applicabl

8. No Guarantee of Outcome The Client acknowledges that C&H has made no promises, representations, or guarantees regarding the outcome of any aspect of this engagement, including the successful completion of the proposed IRC § 6418 credit transfer transaction, the receipt of lender consent from Redstone Capital Bank, N.A., the procurement of tax credit recapture insurance, or any other specific result. The practice o

9. Governing Law and Dispute Resolution This engagement letter and the relationship between the Client and the Firm, including any disputes arising out of or relating to the services provided hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws principles that would result in the application of the laws of an

10. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Written notice may be delivered by email, overnight courier, or personal delivery to the addresses set forth in this letter (or such other address as a party may designate in writing from time to time). In the event of termination of this engagement, whether by the Client or by the Fi

11. Document Retention C&H will retain engagement files (including correspondence, memoranda, research files, drafts, and work product) in accordance with the Firm's standard document retention policies. Upon the conclusion of the engagement, files may be converted to electronic format and/or transferred to offsite archives or secure electronic storage systems maintained by the Firm or its designated vendors. The Cli

12. Acceptance and Counterparts We respectfully request that you confirm your acceptance of the terms and conditions set forth in this engagement letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A signed copy may be returned via email (in PDF format), facsimile, or Sundial Data Systems to the address set forth in the letterhead above. This engagement letter may be