Contract analysis

1. Scope of Representation C&H will represent MTDC before the ICC in a regulatory proceeding to be docketed upon filing of a Verified Petition (anticipated ICC Docket No. 23-0214). The representation encompasses all aspects of the regulatory proceeding necessary to obtain ICC approval of the interconnection of MTDC's new electrification charging infrastructure and the associated power-purchase arrangement with Prairi

2. Engagement Team C&H will staff this engagement with experienced members of the Firm's Energy & Infrastructure Practice. The following attorneys will serve as the primary engagement team: Patricia Dunmore — Responsible Partner, Energy & Infrastructure Practice. Ms. Dunmore will have overall responsibility for the engagement and will serve as the primary relationship partner. She will supervise all work product and

3. Client Contacts C&H's primary client contact for this engagement will be Constance M. Adler, General Counsel, MTDC. All communications regarding the overall direction of the representation, privileged legal advice, and strategic decisions will be directed to and through Ms. Adler. The following individuals are authorized client contacts for purposes of providing substantive direction, reviewing and commenting on d

4. Fees and Billing Arrangements 4.1 Fee Structure — Capped Fee The engagement is structured on a capped-fee basis, reflecting C&H's assessment of the anticipated scope and complexity of the ICC proceeding. Total professional fees for the engagement shall not exceed Three Hundred Eighty-Five Thousand Dollars ($385,000) (the "Fee Cap") for the regulatory proceeding described in Section 1 through final ICC order or oth

5. Third-Party Consultants and Advisors C&H understands that MTDC has separately engaged the following advisors and consultants in connection with the electrification program. C&H may rely upon, reference, or incorporate work product produced by these advisors in the course of preparing filings and testimony for the ICC proceeding: Creston Engineering Group, Inc. 8700 Bryn Mawr Avenue, Suite 600 Rosemont, Illinois 60

6. Conflicts of Interest C&H has conducted a thorough conflicts check in accordance with the Firm's standard conflicts-clearance procedures and the Illinois Rules of Professional Conduct. Based on this review, C&H confirms the following: (a) C&H does not currently represent Prairie Shore Electric Company or any affiliate, parent company, or subsidiary of Prairie Shore in any matter, and C&H has no existing attorney-c

7. Confidentiality and Privilege All communications between C&H and MTDC, and between C&H and MTDC's authorized representatives, related to this engagement are intended to be protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable measures to preserve and protect the confidentiality and privileged nature of all such communica

8. Document Retention C&H will maintain files related to this engagement in accordance with the Firm's document retention policies, which provide for the orderly retention and eventual disposition of client files following the conclusion of an engagement. C&H's current retention policy provides for the maintenance of engagement files for a period of ten (10) years following the close of the matter, after which files

9. Termination of Engagement Either party may terminate this engagement upon written notice to the other party. Such notice shall be directed to the individuals identified in Sections 2 and 3 of this letter, as applicable. If MTDC terminates the engagement, MTDC will remain responsible for all fees and disbursements properly incurred through the date of termination, subject to the Fee Cap and the other provisions of

10. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws principles. Any dispute arising under or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the courts of the State of Illinois located in Cook County.

11. Entire Agreement This letter, together with the C&H Standard Terms of Engagement enclosed herewith and incorporated herein by reference, constitutes the entire agreement between C&H and MTDC regarding the scope, terms, and conditions of the engagement described herein. This letter supersedes all prior discussions, negotiations, and understandings, whether oral or written, relating to the subject matter hereof. An