Contract analysis

1. Ridgecrest Copper-Molybdenum Mine — 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (EPA Region 8). The Ridgecrest Mine is an active open-pit copper-molybdenum mining operation owned and operated by Ridgecrest Mine Holdings, LLC. The Government Parties allege CWA and CERCLA violations at this Site arising from acid mine drainage discharge into Flint Creek and associated tributaries, and legacy

2. Gallatin Chemical Works — 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714 (EPA Region 8). The Gallatin Chemical Works is a specialty chemical manufacturing facility owned and operated by Torchlight Specialty Chemicals, Inc. The Government Parties allege CWA and RCRA violations at this Site, including unpermitted stormwater discharges and improper storage of hazardous waste.

3. Bonanza Creek Gold Mine — County Road 447, Mile Marker 12, Lander County, Nevada 89820 (EPA Region 9). The Bonanza Creek Gold Mine is a heap-leach gold mining operation owned and operated by Bonanza Creek Mining, LLC. The Government Parties allege CWA, RCRA, and CERCLA violations at this Site, including cyanide solution releases from the heap-leach pad and inadequate containment.

4. Kanawha Bend Chemical Plant — 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112 (EPA Region 3). The Kanawha Bend Chemical Plant is a chemical processing and storage facility owned and operated by Torchlight Specialty Chemicals, Inc. The Government Parties allege RCRA and CWA violations at this Site, including improper treatment, storage, and disposal of hazardous waste and unpermitted waste

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Agreement" means this Co-Counsel Coordination Agreement, including all Exhibits attached hereto, as the same may be amended from time to time in accordance with Section 12.2. 1

ARTICLE II — DESIGNATION OF LEAD COUNSEL AND SCOPE OF AUTHORITY 2.1 Lead Counsel Designation. Calderwood & Harkness LLP is hereby designated as Lead Counsel for the Matter with overall strategic and tactical authority for the representation of the Client in all aspects of the consent-decree negotiation, federal court proceedings, and cross-jurisdictional matters arising from or relating to the Matter. The designation

ARTICLE III — ROLES AND RESPONSIBILITIES OF CO-COUNSEL 3.1 Holcroft, Dane & Weiss LLP (Montana Local Counsel). (a) Lead Partner. Russell Dane shall serve as HDW's lead partner for the Matter. Mr. Dane is admitted to practice in all courts of the State of Montana, the United States District Court for the District of Montana, and the United States Court of Appeals for the Ninth Circuit. (b) Jurisdictional Responsibilit

ARTICLE IV — COMMUNICATION AND COORDINATION PROTOCOLS 4.1 Primary Points of Contact. The following individuals shall serve as the primary points of contact for purposes of day-to-day communication and coordination among the firms and with the Client: Full contact information for each individual, including direct telephone numbers, email addresses, and mailing addresses, is set forth in Exhibit A attached hereto. Each

ARTICLE V — DOCUMENT MANAGEMENT AND INFORMATION SHARING 5.1 Centralized Document Repository. Lead Counsel shall establish and maintain a centralized, secure, cloud-based document management system (the "Document Repository") for the storage, organization, and sharing of all Matter-related documents, correspondence, memoranda, work product, and other materials. The Document Repository shall be hosted on Lead Counsel's

ARTICLE VI — PRIVILEGE AND CONFIDENTIALITY 6.1 Common Interest / Joint Defense. The parties acknowledge that they share a common legal interest in the representation of the Client in the Matter, and that this Agreement serves, in part, as a common-interest agreement for purposes of preserving the confidentiality and privilege of communications among the parties and with the Client relating to the Matter. All communic

ARTICLE VII — BILLING ARRANGEMENTS AND FEE ALLOCATION 7.1 C&H Billing Rates and Fee Cap. C&H's engagement for the Matter is governed by the C&H Engagement Letter with TMC dated October 21, 2024. C&H's standard hourly billing rates for the Matter are as follows: C&H's engagement for the core scope of the Matter is subject to a fee cap of $4,500,000 (Four Million Five Hundred Thousand Dollars). The fee cap covers the f

ARTICLE VIII — WORK ALLOCATION AND AVOIDANCE OF DUPLICATION 8.1 Task Assignment. Lead Counsel shall maintain a work-allocation matrix (the "Work Allocation Matrix") identifying the primary counsel and supporting counsel for each major workstream within the Matter. The initial Work Allocation Matrix is attached hereto as Exhibit B and is incorporated herein by reference. The Work Allocation Matrix may be updated from

ARTICLE IX — ETHICAL OBLIGATIONS AND PROFESSIONAL RESPONSIBILITY 9.1 Compliance with Rules of Professional Conduct. Each party shall at all times comply with the rules of professional conduct applicable in its jurisdiction of licensure, including: (a) The Montana Rules of Professional Conduct (adopted by the Montana Supreme Court), applicable to HDW; (b) The Nevada Rules of Professional Conduct (adopted by the Suprem

ARTICLE X — DISPUTE RESOLUTION AMONG COUNSEL 10.1 Good-Faith Consultation. The parties recognize that disagreements may arise among the firms regarding strategy, work allocation, billing, or other matters arising under this Agreement. Any such disputes shall in the first instance be resolved by good-faith consultation among the lead partners designated for the Matter: (a) Harrison Wexford, Partner, Calderwood & Harkn

ARTICLE XI — TERM AND TERMINATION 11.1 Term. This Agreement shall be effective as of November 1, 2024 (the "Effective Date"), and shall remain in effect until the earliest of the following: (a) Entry of the Consent Decree by the Court and the completion of all ancillary closing deliverables associated with the lodging, public comment, and entry process, including the execution and delivery of all financial assurance