Contract analysis

1. Engagement Confirmation This letter (the "Engagement Letter") confirms the engagement by Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Torchlight Mining Corp. ("TMC" or the "Client"), of Redstone Digital Forensics Inc. ("Redstone" or the "Vendor") to provide forensic data collection, processing, hosting, and managed review services in connection with the matter referenced above. TMC is a

2. Relationship of Parties / Agent of Counsel It is expressly understood and agreed that Redstone is being retained by Calderwood & Harkness LLP, and not directly by TMC or TMC US. Redstone's engagement is as an agent and consultant to C&H in its capacity as legal counsel to TMC. Redstone's work under this Engagement Letter is being directed by, and performed at the request of, C&H attorneys for the express purpose o

3. Scope of Services The services to be provided by Redstone under this Engagement Letter are described in the following subsections. C&H reserves the right to modify, expand, or narrow the scope of services at any time upon written notice to Redstone, and any material changes that affect the estimated budget or timeline shall be discussed and agreed upon by the parties in advance to the extent practicable. 3.1 Foren

4. Fee Schedule and Billing 4.1 Rate Card Redstone's fees for services provided under this Engagement Letter shall be calculated in accordance with the Redstone rate card attached hereto as Exhibit C (the "Rate Card"). The following summarizes the general fee structure; specific rates are as set forth in Exhibit C: (a) Forensic collection services — Billed on a per-custodian and per-device basis: (i) On-site forensic

5. Confidentiality Obligations 5.1 Definition of Confidential Information For purposes of this Engagement Letter, "Confidential Information" means all information, in any form or medium, provided to Redstone by C&H or TMC, or generated by Redstone in the course of performing services under this Engagement Letter, including but not limited to: (a) Documents, data, ESI, and physical media collected from TMC or TMC US s

6. Data Security and Information Governance Redstone shall maintain industry-standard data security protocols and safeguards to protect the confidentiality, integrity, and availability of all TMC data and Confidential Information in Redstone's possession. At a minimum, Redstone shall implement and maintain the following security controls: (a) Encryption — Encryption of all data at rest using Advanced Encryption Stand

7. Privilege and Work-Product Protections The parties reiterate and emphasize that all services performed by Redstone under this Engagement Letter are performed under the direction and supervision of C&H attorneys for the express purpose of providing legal advice and litigation support to TMC in connection with the DOJ investigation and internal investigation. The engagement is structured to preserve and protect the

8. Conflicts of Interest Redstone represents and warrants that it has conducted a thorough conflict-of-interest check with respect to the parties, entities, and individuals involved in or related to the DOJ investigation and the matters that are the subject of this Engagement Letter. Redstone further represents and warrants that, as of the date of this Engagement Letter, it does not currently provide services — and h

9. Term and Termination This Engagement Letter shall become effective on March 15, 2022, and shall continue in effect until terminated by either party in accordance with this Section 9 or until all services have been completed and the parties mutually agree that the engagement has concluded. Either party may terminate this Engagement Letter without cause upon thirty (30) days' prior written notice to the other party.

10. Limitation of Liability and Indemnification 10.1 Limitation of Liability Redstone's aggregate liability for all claims, losses, damages, and expenses arising under or in connection with this Engagement Letter shall not exceed the total fees actually paid by C&H to Redstone under this Engagement Letter during the twelve (12) months preceding the event giving rise to the claim. The foregoing limitation of liability

11. Independent Contractor Status Redstone is engaged as an independent contractor and not as an employee, partner, joint venturer, or agent of C&H or TMC, except to the limited extent that Redstone is characterized as an agent of counsel for the purposes of preserving attorney-client privilege and work-product protections as set forth in Section 2 of this Engagement Letter. Nothing in this Engagement Letter shall be

12. Insurance Redstone shall maintain, at its own expense, the following insurance coverage during the term of this Engagement Letter and for a period of not less than two (2) years following the termination of the engagement: (a) Professional liability (errors and omissions) insurance — With minimum coverage limits of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggre

13. Governing Law and Dispute Resolution This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or a

14. Miscellaneous Provisions Entire Agreement. This Engagement Letter, together with the exhibits attached hereto or incorporated herein by reference (Exhibits A, B, and C), constitutes the entire agreement between C&H and Redstone with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, negotiations, and discussions between the parties relati

15. Exhibits The following exhibits are attached to or incorporated by reference into this Engagement Letter: Exhibit A — Custodian List. The Custodian List will be provided under separate cover on or about March 18, 2022. The list is anticipated to include approximately thirty-four (34) custodians, including key individuals such as Sandra Chu, Director of Pricing Analytics, TMC US; Thomas Eriksen, Regional Sales Man

16. Acceptance If the foregoing terms and conditions are acceptable to Redstone, please indicate Redstone's agreement by signing and returning a copy of this Engagement Letter to the undersigned. Upon execution by both parties, this Engagement Letter shall constitute a binding agreement between Calderwood & Harkness LLP and Redstone Digital Forensics Inc. We look forward to working with you and the Redstone team on t