1016-00001 · Dunmore Energy Holdings · Engagement

engagement-letter-deh.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

August 27, 2025

Ms. Patricia Aldridge Senior Vice President & General Counsel Dunmore Energy Holdings Ltd. 4100 Westchase Boulevard, Suite 1200 Houston, TX 77042

Re: Engagement of Calderwood & Harkness LLP — Meridian Attorney General Antitrust Investigation (CID No. AG-ANT-2025-04172) C&H Matter No. 1016-00001

Dear Ms. Aldridge:

We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly owned subsidiary Dunmore Fuel Supply, Inc. ("DFS," and together with DEH, the "Client") in connection with the Civil Investigative Demand ("CID") issued on August 22, 2025, by the Office of the Attorney General of the State of Meridian, Antitrust Division, bearing reference number AG-ANT-2025-04172, and any related proceedings, inquiries, negotiations, or enforcement actions arising out of or in connection with the investigation referenced therein (collectively, the "Matter"). This letter sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the Matter, and, together with the enclosed Terms of Engagement, constitutes the entire agreement between the Firm and the Client with respect to this engagement (this "Engagement Letter").

We have enjoyed a productive initial dialogue with you and your team regarding the scope of the CID and the Client's operational history in the State of Meridian, and we look forward to bringing the full resources of our Antitrust & Competition practice group to bear in the Client's defense. Set forth below are the principal terms of this engagement.

1. Scope of Engagement

The Firm has been retained to provide legal services to the Client in connection with the Matter, which arises from the CID issued pursuant to the Meridian Antitrust Act, Meridian Code Ann. § 75-21-1 et seq. As you are aware, the CID was issued in connection with an investigation being conducted by the Meridian Attorney General's Antitrust Division into alleged bid rigging in connection with fuel-supply contracts awarded by the Meridian State Department of Transportation ("Meridian DOT") during the period from January 1, 2021 through December 31, 2024. DEH is a Cayman Islands exempted limited company with operational headquarters in Houston, Texas. DFS is a Delaware corporation and the entity that submitted competitive bids on Meridian DOT fuel-supply solicitations during the relevant period.

The Firm's representation of the Client in the Matter will include, but not be limited to, the following:

(a) Analysis of the CID and underlying legal theories. The Firm will conduct a comprehensive review and analysis of the CID, including its document requests, interrogatories, and any request for testimony, as well as the legal theories and statutory provisions upon which the Meridian Attorney General's investigation is predicated. This analysis will encompass an assessment of the jurisdictional basis for the CID as applied to DEH and DFS, the substantive elements of the alleged violations under Meridian Code Ann. § 75-21-1 et seq., and any constitutional or procedural challenges that may be available to the Client.

(b) Advice on document-preservation obligations. The Firm will advise the Client regarding its obligations to preserve documents and electronically stored information ("ESI") relevant to the Matter, including the preparation and issuance of appropriate litigation hold notices to relevant custodians within the Client's organization. The Firm will assist in identifying the scope of preservation obligations and developing protocols to ensure compliance with all applicable legal requirements.

(c) Management of document collection, review, and production. The Firm will manage the identification, collection, processing, review, and production of documents and ESI responsive to the CID. This includes working with the Client's information technology personnel to identify relevant data sources, coordinating with the e-discovery vendor identified in Section 5 below, supervising the document review process (including the deployment of technology-assisted review methodologies), and preparing privilege logs as required.

(d) Preparation of written responses to the CID. The Firm will prepare and submit on behalf of the Client all written responses to the CID, including responses to interrogatories, certifications, and any accompanying correspondence to the Meridian Attorney General's office.

(e) Negotiation with the Meridian Attorney General's office regarding scope and timing. The Firm will engage in negotiations with the Meridian Attorney General's Antitrust Division staff regarding the scope of the CID's requests, applicable deadlines, the format and manner of document production, and any modifications to the CID that may be appropriate. This may include requests for extensions of time, narrowing of overly broad or unduly burdensome requests, and negotiation of confidentiality or protective order provisions.

(f) Coordination with counsel for co-respondents as appropriate. To the extent that coordination with counsel representing other entities or individuals subject to the investigation may be advantageous to the Client's interests, the Firm will explore such coordination on the Client's behalf. However, the Firm will not enter into any joint-defense agreement, common-interest agreement, or similar arrangement with counsel for any co-respondent without the Client's prior written consent. Any such agreement will be presented to the Client for review and approval before execution.

(g) Defense of the Client in any enforcement action, civil proceeding, or administrative proceeding arising out of the investigation. Should the Meridian Attorney General's investigation result in the filing of any enforcement action, civil complaint, administrative proceeding, or other formal proceeding against the Client arising out of the matters under investigation, the Firm will represent and defend the Client in such proceedings, subject to the terms and conditions of this Engagement Letter.

The scope of this engagement is subject to the limitations set forth in Section 9 below. The Firm will keep the Client informed of material developments in the Matter on a regular basis and will consult with the Client on all significant strategic decisions.

2. Engagement Team

The following attorneys will serve as the primary members of the engagement team for the Matter:

Howard Bellamy, Partner, Antitrust & Competition practice group, will serve as the responsible and billing partner for the Matter. Mr. Bellamy will have overall supervisory responsibility for all aspects of the Firm's representation of the Client and will be the Client's primary point of contact within the Firm on matters of strategy, significant developments, and billing.

Monica Reyes, Senior Associate, Antitrust & Competition practice group, will serve as the lead attorney responsible for the day-to-day management of the engagement. Ms. Reyes will coordinate document review and production activities, manage communications with the Meridian Attorney General's office on routine matters, and serve as the primary liaison between the engagement team and the Client's in-house legal team on operational matters.

Elliot Nguyen, Associate, Antitrust & Competition practice group, will provide additional substantive support to the engagement team, including legal research, drafting, and assistance with document review and production management.

From time to time, additional attorneys, paralegals, litigation-support professionals, and other professional staff may be assigned to the Matter as the needs of the engagement require. The Firm will notify the Client of any material changes to the composition of the engagement team, including the addition of any new partner or senior associate to the Matter. The Firm will endeavor to staff the Matter efficiently and to avoid unnecessary duplication of effort.

3. Fees and Billing

The Firm's fees for legal services rendered in connection with the Matter will be based on the time spent by attorneys and professional staff assigned to the engagement, billed at the Firm's standard hourly rates. The current standard hourly rates for the primary timekeepers assigned to the Matter are as follows:

In addition to the attorneys listed above, paralegals and litigation-support staff may be assigned to the Matter as needed. The current standard hourly rates for paralegals and litigation-support professionals range from $295 to $425 per hour, depending on the individual's level of experience and the nature of the services performed.

The Firm's standard hourly rates are subject to periodic adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide the Client with advance written notice of any rate adjustments, and such adjusted rates will apply to all services rendered on or after the effective date of the adjustment.

Based on our preliminary assessment of the scope of the CID and the anticipated volume of documents and ESI, we estimate that the Firm's fees for Phase 1 of the engagement — encompassing all work through the preparation and submission of the Client's response to the CID — will be in the range of $650,000 to $850,000, exclusive of e-discovery vendor costs and other disbursements described in Section 5 below. This estimate is provided solely for the Client's budgeting and planning purposes and does not constitute a fee cap, a maximum fee, or a guarantee. Actual fees may be higher or lower than the estimate depending on a number of factors, including the complexity of the issues raised by the CID, the volume of documents requiring review, the extent of negotiations with the Meridian Attorney General's office, and whether the scope of the investigation expands. We will endeavor to keep the Client informed of the status of fees relative to this estimate and will promptly advise the Client if we believe that actual fees are likely to exceed the estimated range.

Invoices for fees and disbursements will be rendered monthly in arrears. Each invoice will include a detailed description of the services performed, the timekeeper who performed them, the time expended, and the applicable rate. Payment is due within thirty (30) days of the date of each invoice. The Firm reserves the right to charge interest on any overdue balance at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

4. Retainer

The Firm requests an initial retainer in the amount of $250,000 (the "Retainer"), to be paid upon the Client's execution and return of this Engagement Letter. The Retainer will be deposited into the Firm's client trust account maintained in accordance with the applicable rules of professional conduct governing the District of Columbia. The Retainer will be held in trust and applied against the Client's outstanding invoices as they become due. In the event that the balance of the Retainer is depleted below $50,000 at any time during the engagement, the Firm may request that the Client replenish the Retainer to its original amount. Any unused portion of the Retainer will be returned to the Client promptly upon the conclusion or termination of the engagement, after the application of any outstanding fees and disbursements.

The Firm acknowledges that payment of the Retainer is a condition to the commencement of substantive work on the Matter, and we appreciate the Client's prompt attention to this request in light of the time-sensitive nature of the CID response deadlines.

5. Disbursements and Vendors

In addition to the Firm's professional fees, the Client will be responsible for all reasonable out-of-pocket disbursements incurred by the Firm in connection with the Matter. Such disbursements may include, without limitation, the following: travel expenses (including airfare, lodging, ground transportation, and meals) incurred in connection with the Matter; court filing fees and service-of-process charges; messenger, overnight courier, and postage charges; charges for computerized legal research services; photocopying and printing charges (at the Firm's standard internal rates); charges for outside copying or printing services; expert witness fees and expenses; and e-discovery vendor charges.

In connection with the anticipated document collection, processing, and review activities, the Firm has identified and recommends the engagement of the following e-discovery vendor:

Brindoval Analytics LLC 8400 Leesburg Pike, Suite 320 Tysons Corner, VA 22182

Brindoval Analytics LLC ("Brindoval") will provide forensic data collection, ESI processing, document hosting, and technology-assisted review ("TAR") services in connection with the Matter. The Firm has an established working relationship with Brindoval and has confidence in the quality and reliability of its services. Based on our preliminary assessment of the anticipated data volumes and custodian count, we estimate that Brindoval's fees for Phase 1 of the engagement will be approximately $385,000. This estimate is subject to revision based on actual data volumes, the number of custodians, and the complexity of the processing and review workflows.

The Firm will contract with Brindoval directly and will pass through Brindoval's invoiced charges to the Client without markup. Brindoval's charges will be itemized separately on the Firm's monthly invoices or, at the Client's election, Brindoval may invoice the Client directly.

The Firm will consult with the Client before engaging any expert witness, consultant, or vendor whose estimated fees are expected to exceed $50,000 in the aggregate in connection with the Matter. No such engagement will be made without the Client's prior approval, which may be communicated by email from the Client's designated point of contact.

6. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on that review, the Firm confirms the following:

(a) The Firm does not currently represent any party adverse to the Client in the Matter.

(b) Specifically, the Firm does not represent Galloway Petroleum Corp., Ridgeline Energy Partners LLC, or any of their respective subsidiaries, affiliates, officers, directors, or employees in connection with the Matter or in any other matter.

We understand that Galloway Petroleum Corp. ("Galloway") and Ridgeline Energy Partners LLC ("Ridgeline") are the co-respondents named in the CID alongside DEH and DFS, and that each has retained separate counsel. Our understanding is as follows:

• Galloway Petroleum Corp. is represented by Whitfield, Strauss & DeVane LLP (Gregory Whitfield, lead partner).

• Ridgeline Energy Partners LLC is represented by Archer Colby LLP (Diane Colby, lead partner).

To the extent that coordination with counsel for Galloway, Ridgeline, or any other co-respondent or third party becomes appropriate in the course of the investigation, the Firm will seek the Client's prior written consent before entering into any joint-defense agreement, common-interest agreement, information-sharing arrangement, or similar understanding. The Firm will present any proposed agreement to the Client for review and approval, and will advise the Client regarding the benefits and risks of any such arrangement.

The Firm represents a wide range of clients across numerous industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients in matters unrelated to the investigation that are adverse to entities with which the Client has a business or commercial relationship. By executing this Engagement Letter, the Client consents to the Firm's continued representation of its other clients in matters that are not substantially related to the Matter, provided that such representation does not involve the use of the Client's confidential information and does not otherwise create a material conflict of interest that would impair the Firm's ability to represent the Client effectively in the Matter. The Firm will promptly notify the Client in the event that an actual or potential conflict of interest arises during the course of the engagement.

7. Confidentiality and Privilege

All communications between the Firm and the Client in connection with the Matter, including oral and written communications, memoranda, analyses, work product, and any other materials prepared by the Firm in the course of its representation, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable privileges, immunities, or protections. The Firm and the Client each agree that neither party will waive, or take any action that could reasonably be expected to result in the waiver of, any applicable privilege or protection without the prior written consent of the other party.

The Firm is obligated to maintain the confidentiality of all information provided by or on behalf of the Client in connection with the engagement, in accordance with Rule 1.6 of the District of Columbia Rules of Professional Conduct and any other applicable rules of professional conduct. The Firm will not disclose the Client's confidential information to any third party except as authorized by the Client, as required by law, or as necessary to carry out the purposes of the engagement (for example, in connection with document productions made pursuant to the CID, subject to applicable confidentiality protections).

The Client is advised that the protections of the attorney-client privilege and the work-product doctrine may be lost if privileged communications or work product are disclosed to third parties who are not covered by the privilege. The Client should exercise care in disseminating privileged communications within its organization and should consult with the Firm before sharing any privileged materials with third parties, including auditors, lenders, insurers, or business partners.

8. Client Responsibilities

The effectiveness of the Firm's representation depends in significant part on the Client's cooperation and timely provision of information, documents, and access to personnel. In connection with the engagement, the Client agrees to the following:

(a) Access to documents and personnel. The Client will provide the Firm with prompt access to all documents, electronically stored information, data, records, and other materials relevant to the Matter, as reasonably requested by the Firm. The Client will make its officers, directors, employees, agents, and other personnel available for interviews, meetings, and preparation sessions as reasonably requested by the Firm.

(b) Notification of developments. The Client will promptly inform the Firm of any developments relevant to the Matter, including without limitation the receipt of any additional governmental inquiries, subpoenas, Civil Investigative Demands, requests for information, or communications from the Meridian Attorney General's office, the United States Department of Justice, any federal or state grand jury, or any other governmental authority. The Client will also promptly notify the Firm of any communications from co-respondents, their counsel, or any third parties that relate to the subject matter of the investigation.

(c) Primary point of contact. The Client designates Patricia Aldridge, Senior Vice President & General Counsel, as the primary point of contact for all matters relating to the engagement. All significant communications from the Firm regarding the Matter will be directed to Ms. Aldridge, unless otherwise specified by the Client. The Client may change its designated point of contact upon written notice to the Firm.

(d) Lender notification obligation. We bring to the Client's attention that the $750 million Senior Secured Revolving Credit Agreement, dated as of March 15, 2023, among DEH, DFS, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent (the "Credit Agreement"), contains a material litigation reporting covenant. Specifically, Section 6.01(h) of the Credit Agreement requires the Client to provide notice to the administrative agent of any litigation, investigation, or proceeding that could reasonably be expected to result in a Material Adverse Effect, as defined therein, which we understand is defined with reference to a threshold of $25 million. We advise the Client to review Section 6.01(h) and related provisions of the Credit Agreement in consultation with its own corporate counsel and to assess whether the current investigation triggers the notification obligation thereunder. The Firm's representation in the Matter does not include advice regarding the Client's obligations under the Credit Agreement or any other financing agreement, and the Client should rely on its own counsel and advisors for guidance on those matters.

9. Limitation of Scope

The Firm's engagement is limited to the representation of the Client in connection with the Matter as defined in this Engagement Letter. The engagement does not extend to, and the Firm assumes no responsibility for, any of the following unless separately agreed in writing by the Firm and the Client:

(a) Any investigation or inquiry by the United States Department of Justice, the Federal Trade Commission, or any other federal governmental authority arising out of or related to the same or similar subject matter.

(b) Any follow-on civil litigation brought by the Meridian State Department of Transportation, any other state agency, or any private plaintiff seeking treble damages, injunctive relief, or other remedies under the Meridian Antitrust Act or any other state or federal statute.

(c) Any investigation or inquiry by the attorney general of any state other than the State of Meridian, or any multi-state investigation or proceeding.

(d) Any internal investigation conducted by or on behalf of the Client's board of directors, audit committee, or any other governance body, except to the extent that such internal investigation is conducted by the Firm as part of its services in connection with the Matter and with the Client's express authorization.

(e) Any proceeding before any regulatory body, licensing authority, or self-regulatory organization.

In addition, the Firm's engagement does not include the provision of tax advice. The Client's independent auditors, Alderton & Knox, CPAs, LLP, or the Client's separate tax counsel should be consulted with respect to any tax implications arising from the investigation, including without limitation any questions regarding the deductibility of legal fees, the tax treatment of any potential penalties or settlement payments, or the implications of any restatement or adjustment to the Client's financial statements that may result from the investigation. The Firm expressly disclaims any responsibility for the provision of tax advice in connection with the Matter.

Should the Client wish to engage the Firm to provide legal services in connection with any of the matters described above or any other matter outside the scope of this engagement, the parties will negotiate and enter into a separate engagement letter or amendment to this Engagement Letter.

10. Termination

Either the Client or the Firm may terminate this engagement upon thirty (30) days' prior written notice to the other party. The Client's right to terminate the engagement is absolute. The Firm's right to terminate is subject to the Firm's ethical obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Client's interests upon withdrawal, and to any applicable court or regulatory requirements governing withdrawal of counsel (including, for example, any leave-to-withdraw requirements if the Firm has entered an appearance on behalf of the Client in any judicial or administrative proceeding).

Upon termination of the engagement, the Client will remain responsible for all fees for services rendered and disbursements incurred through the effective date of termination, including any amounts due for unbilled work-in-progress. The Firm will render a final invoice within forty-five (45) days of the effective date of termination.

Upon termination, the Firm will promptly return to the Client, or make available for retrieval, all original documents and property of the Client in the Firm's possession. The Firm will cooperate in an orderly transition of the Matter to successor counsel designated by the Client, including providing reasonable access to the Firm's files relating to the Matter (subject to the Firm's lien rights, if any, under applicable law) and briefing successor counsel on the status of the Matter.

11. Governing Law and Dispute Resolution

This Engagement Letter and the engagement relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles.

In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement, including any dispute concerning the Firm's fees or the quality of the Firm's services, the parties agree to first attempt in good faith to resolve the dispute through direct negotiation between the Firm's managing partner and the Client's General Counsel. If the dispute cannot be resolved through negotiation within thirty (30) days after written notice of the dispute is provided by one party to the other, the dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator in the District of Columbia. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the position of one party was frivolous or maintained in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.

We are confident that the Firm is well positioned to provide the Client with effective and efficient representation in connection with the Matter, and we are eager to begin the substantive work necessary to protect the Client's interests. We ask that you confirm your agreement to the terms set forth in this Engagement Letter by countersigning in the space provided below and returning an executed copy to the Firm, together with the Retainer in the amount of $250,000, payable by wire transfer to the Firm's client trust account. Wire instructions are available upon request from the Firm's accounting department.

If you have any questions regarding the terms of this Engagement Letter, or if you would like to discuss any of the matters addressed herein, please do not hesitate to contact me directly at (202) 555-7412 or hbellamy@calderwoodharkness.com.

We look forward to working with you and your team on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Howard Bellamy

Title: Partner, Antitrust & Competition

ACKNOWLEDGMENT AND AGREEMENT

The undersigned, on behalf of Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understood its terms, and agrees to the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD. (on behalf of itself and Dunmore Fuel Supply, Inc.)

By: ________

Name: Patricia Aldridge

Title: Senior Vice President & General Counsel

Date: ________

Enclosures: (1) Copy of CID No. AG-ANT-2025-04172; (2) Firm Standard Terms of Engagement; (3) Wire Transfer Instructions for Retainer Payment

Timekeeper	Position	Hourly Rate
Howard Bellamy	Partner	$1,475
Monica Reyes	Senior Associate	$975
Elliot Nguyen	Associate	$725

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
August 27, 2025
Ms. Patricia Aldridge Senior Vice President & General Counsel Dunmore Energy Holdings Ltd. 4100 Westchase Boulevard, Suite 1200 Houston, TX 77042
Re: Engagement of Calderwood & Harkness LLP — Meridian Attorney General Antitrust Investigation (CID No. AG-ANT-2025-04172) C&H Matter No. 1016-00001
Dear Ms. Aldridge:
We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly owned subsidiary Dunmore Fuel Supply, Inc. ("DFS," and together with DEH, the "Client") in connection with the Civil Investigative Demand ("CID") issued on August 22, 2025, by the Office of the Attorney General of the State of Meridian, Antitrust Division, bearing reference number AG-ANT-2025-04172, and any related proceedings, inquiries, negotiations, or enforcement actions arising out of or in connection with the investigation referenced therein (collectively, the "Matter"). This letter sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the Matter, and, together with the enclosed Terms of Engagement, constitutes the entire agreement between the Firm and the Client with respect to this engagement (this "Engagement Letter").
We have enjoyed a productive initial dialogue with you and your team regarding the scope of the CID and the Client's operational history in the State of Meridian, and we look forward to bringing the full resources of our Antitrust & Competition practice group to bear in the Client's defense. Set forth below are the principal terms of this engagement.
1. Scope of Engagement
The Firm has been retained to provide legal services to the Client in connection with the Matter, which arises from the CID issued pursuant to the Meridian Antitrust Act, Meridian Code Ann. § 75-21-1 et seq. As you are aware, the CID was issued in connection with an investigation being conducted by the Meridian Attorney General's Antitrust Division into alleged bid rigging in connection with fuel-supply contracts awarded by the Meridian State Department of Transportation ("Meridian DOT") during the period from January 1, 2021 through December 31, 2024. DEH is a Cayman Islands exempted limited company with operational headquarters in Houston, Texas. DFS is a Delaware corporation and the entity that submitted competitive bids on Meridian DOT fuel-supply solicitations during the relevant period.
The Firm's representation of the Client in the Matter will include, but not be limited to, the following:
(a) Analysis of the CID and underlying legal theories. The Firm will conduct a comprehensive review and analysis of the CID, including its document requests, interrogatories, and any request for testimony, as well as the legal theories and statutory provisions upon which the Meridian Attorney General's investigation is predicated. This analysis will encompass an assessment of the jurisdictional basis for the CID as applied to DEH and DFS, the substantive elements of the alleged violations under Meridian Code Ann. § 75-21-1 et seq., and any constitutional or procedural challenges that may be available to the Client.
(b) Advice on document-preservation obligations. The Firm will advise the Client regarding its obligations to preserve documents and electronically stored information ("ESI") relevant to the Matter, including the preparation and issuance of appropriate litigation hold notices to relevant custodians within the Client's organization. The Firm will assist in identifying the scope of preservation obligations and developing protocols to ensure compliance with all applicable legal requirements.
(c) Management of document collection, review, and production. The Firm will manage the identification, collection, processing, review, and production of documents and ESI responsive to the CID. This includes working with the Client's information technology personnel to identify relevant data sources, coordinating with the e-discovery vendor identified in Section 5 below, supervising the document review process (including the deployment of technology-assisted review methodologies), and preparing privilege logs as required.
(d) Preparation of written responses to the CID. The Firm will prepare and submit on behalf of the Client all written responses to the CID, including responses to interrogatories, certifications, and any accompanying correspondence to the Meridian Attorney General's office.
(e) Negotiation with the Meridian Attorney General's office regarding scope and timing. The Firm will engage in negotiations with the Meridian Attorney General's Antitrust Division staff regarding the scope of the CID's requests, applicable deadlines, the format and manner of document production, and any modifications to the CID that may be appropriate. This may include requests for extensions of time, narrowing of overly broad or unduly burdensome requests, and negotiation of confidentiality or protective order provisions.
(f) Coordination with counsel for co-respondents as appropriate. To the extent that coordination with counsel representing other entities or individuals subject to the investigation may be advantageous to the Client's interests, the Firm will explore such coordination on the Client's behalf. However, the Firm will not enter into any joint-defense agreement, common-interest agreement, or similar arrangement with counsel for any co-respondent without the Client's prior written consent. Any such agreement will be presented to the Client for review and approval before execution.
(g) Defense of the Client in any enforcement action, civil proceeding, or administrative proceeding arising out of the investigation. Should the Meridian Attorney General's investigation result in the filing of any enforcement action, civil complaint, administrative proceeding, or other formal proceeding against the Client arising out of the matters under investigation, the Firm will represent and defend the Client in such proceedings, subject to the terms and conditions of this Engagement Letter.
The scope of this engagement is subject to the limitations set forth in Section 9 below. The Firm will keep the Client informed of material developments in the Matter on a regular basis and will consult with the Client on all significant strategic decisions.
2. Engagement Team
The following attorneys will serve as the primary members of the engagement team for the Matter:
Howard Bellamy, Partner, Antitrust & Competition practice group, will serve as the responsible and billing partner for the Matter. Mr. Bellamy will have overall supervisory responsibility for all aspects of the Firm's representation of the Client and will be the Client's primary point of contact within the Firm on matters of strategy, significant developments, and billing.
Monica Reyes, Senior Associate, Antitrust & Competition practice group, will serve as the lead attorney responsible for the day-to-day management of the engagement. Ms. Reyes will coordinate document review and production activities, manage communications with the Meridian Attorney General's office on routine matters, and serve as the primary liaison between the engagement team and the Client's in-house legal team on operational matters.
Elliot Nguyen, Associate, Antitrust & Competition practice group, will provide additional substantive support to the engagement team, including legal research, drafting, and assistance with document review and production management.
From time to time, additional attorneys, paralegals, litigation-support professionals, and other professional staff may be assigned to the Matter as the needs of the engagement require. The Firm will notify the Client of any material changes to the composition of the engagement team, including the addition of any new partner or senior associate to the Matter. The Firm will endeavor to staff the Matter efficiently and to avoid unnecessary duplication of effort.
3. Fees and Billing
The Firm's fees for legal services rendered in connection with the Matter will be based on the time spent by attorneys and professional staff assigned to the engagement, billed at the Firm's standard hourly rates. The current standard hourly rates for the primary timekeepers assigned to the Matter are as follows:
In addition to the attorneys listed above, paralegals and litigation-support staff may be assigned to the Matter as needed. The current standard hourly rates for paralegals and litigation-support professionals range from $295 to $425 per hour, depending on the individual's level of experience and the nature of the services performed.
The Firm's standard hourly rates are subject to periodic adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide the Client with advance written notice of any rate adjustments, and such adjusted rates will apply to all services rendered on or after the effective date of the adjustment.
Based on our preliminary assessment of the scope of the CID and the anticipated volume of documents and ESI, we estimate that the Firm's fees for Phase 1 of the engagement — encompassing all work through the preparation and submission of the Client's response to the CID — will be in the range of $650,000 to $850,000, exclusive of e-discovery vendor costs and other disbursements described in Section 5 below. This estimate is provided solely for the Client's budgeting and planning purposes and does not constitute a fee cap, a maximum fee, or a guarantee. Actual fees may be higher or lower than the estimate depending on a number of factors, including the complexity of the issues raised by the CID, the volume of documents requiring review, the extent of negotiations with the Meridian Attorney General's office, and whether the scope of the investigation expands. We will endeavor to keep the Client informed of the status of fees relative to this estimate and will promptly advise the Client if we believe that actual fees are likely to exceed the estimated range.
Invoices for fees and disbursements will be rendered monthly in arrears. Each invoice will include a detailed description of the services performed, the timekeeper who performed them, the time expended, and the applicable rate. Payment is due within thirty (30) days of the date of each invoice. The Firm reserves the right to charge interest on any overdue balance at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.
4. Retainer
The Firm requests an initial retainer in the amount of $250,000 (the "Retainer"), to be paid upon the Client's execution and return of this Engagement Letter. The Retainer will be deposited into the Firm's client trust account maintained in accordance with the applicable rules of professional conduct governing the District of Columbia. The Retainer will be held in trust and applied against the Client's outstanding invoices as they become due. In the event that the balance of the Retainer is depleted below $50,000 at any time during the engagement, the Firm may request that the Client replenish the Retainer to its original amount. Any unused portion of the Retainer will be returned to the Client promptly upon the conclusion or termination of the engagement, after the application of any outstanding fees and disbursements.
The Firm acknowledges that payment of the Retainer is a condition to the commencement of substantive work on the Matter, and we appreciate the Client's prompt attention to this request in light of the time-sensitive nature of the CID response deadlines.
5. Disbursements and Vendors
In addition to the Firm's professional fees, the Client will be responsible for all reasonable out-of-pocket disbursements incurred by the Firm in connection with the Matter. Such disbursements may include, without limitation, the following: travel expenses (including airfare, lodging, ground transportation, and meals) incurred in connection with the Matter; court filing fees and service-of-process charges; messenger, overnight courier, and postage charges; charges for computerized legal research services; photocopying and printing charges (at the Firm's standard internal rates); charges for outside copying or printing services; expert witness fees and expenses; and e-discovery vendor charges.
In connection with the anticipated document collection, processing, and review activities, the Firm has identified and recommends the engagement of the following e-discovery vendor:
Brindoval Analytics LLC 8400 Leesburg Pike, Suite 320 Tysons Corner, VA 22182
Brindoval Analytics LLC ("Brindoval") will provide forensic data collection, ESI processing, document hosting, and technology-assisted review ("TAR") services in connection with the Matter. The Firm has an established working relationship with Brindoval and has confidence in the quality and reliability of its services. Based on our preliminary assessment of the anticipated data volumes and custodian count, we estimate that Brindoval's fees for Phase 1 of the engagement will be approximately $385,000. This estimate is subject to revision based on actual data volumes, the number of custodians, and the complexity of the processing and review workflows.
The Firm will contract with Brindoval directly and will pass through Brindoval's invoiced charges to the Client without markup. Brindoval's charges will be itemized separately on the Firm's monthly invoices or, at the Client's election, Brindoval may invoice the Client directly.
The Firm will consult with the Client before engaging any expert witness, consultant, or vendor whose estimated fees are expected to exceed $50,000 in the aggregate in connection with the Matter. No such engagement will be made without the Client's prior approval, which may be communicated by email from the Client's designated point of contact.
6. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on that review, the Firm confirms the following:
(a) The Firm does not currently represent any party adverse to the Client in the Matter.
(b) Specifically, the Firm does not represent Galloway Petroleum Corp., Ridgeline Energy Partners LLC, or any of their respective subsidiaries, affiliates, officers, directors, or employees in connection with the Matter or in any other matter.
We understand that Galloway Petroleum Corp. ("Galloway") and Ridgeline Energy Partners LLC ("Ridgeline") are the co-respondents named in the CID alongside DEH and DFS, and that each has retained separate counsel. Our understanding is as follows:
•  Galloway Petroleum Corp. is represented by Whitfield, Strauss & DeVane LLP (Gregory Whitfield, lead partner).
•  Ridgeline Energy Partners LLC is represented by Archer Colby LLP (Diane Colby, lead partner).
To the extent that coordination with counsel for Galloway, Ridgeline, or any other co-respondent or third party becomes appropriate in the course of the investigation, the Firm will seek the Client's prior written consent before entering into any joint-defense agreement, common-interest agreement, information-sharing arrangement, or similar understanding. The Firm will present any proposed agreement to the Client for review and approval, and will advise the Client regarding the benefits and risks of any such arrangement.
The Firm represents a wide range of clients across numerous industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients in matters unrelated to the investigation that are adverse to entities with which the Client has a business or commercial relationship. By executing this Engagement Letter, the Client consents to the Firm's continued representation of its other clients in matters that are not substantially related to the Matter, provided that such representation does not involve the use of the Client's confidential information and does not otherwise create a material conflict of interest that would impair the Firm's ability to represent the Client effectively in the Matter. The Firm will promptly notify the Client in the event that an actual or potential conflict of interest arises during the course of the engagement.
7. Confidentiality and Privilege
All communications between the Firm and the Client in connection with the Matter, including oral and written communications, memoranda, analyses, work product, and any other materials prepared by the Firm in the course of its representation, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable privileges, immunities, or protections. The Firm and the Client each agree that neither party will waive, or take any action that could reasonably be expected to result in the waiver of, any applicable privilege or protection without the prior written consent of the other party.
The Firm is obligated to maintain the confidentiality of all information provided by or on behalf of the Client in connection with the engagement, in accordance with Rule 1.6 of the District of Columbia Rules of Professional Conduct and any other applicable rules of professional conduct. The Firm will not disclose the Client's confidential information to any third party except as authorized by the Client, as required by law, or as necessary to carry out the purposes of the engagement (for example, in connection with document productions made pursuant to the CID, subject to applicable confidentiality protections).
The Client is advised that the protections of the attorney-client privilege and the work-product doctrine may be lost if privileged communications or work product are disclosed to third parties who are not covered by the privilege. The Client should exercise care in disseminating privileged communications within its organization and should consult with the Firm before sharing any privileged materials with third parties, including auditors, lenders, insurers, or business partners.
8. Client Responsibilities
The effectiveness of the Firm's representation depends in significant part on the Client's cooperation and timely provision of information, documents, and access to personnel. In connection with the engagement, the Client agrees to the following:
(a) Access to documents and personnel. The Client will provide the Firm with prompt access to all documents, electronically stored information, data, records, and other materials relevant to the Matter, as reasonably requested by the Firm. The Client will make its officers, directors, employees, agents, and other personnel available for interviews, meetings, and preparation sessions as reasonably requested by the Firm.
(b) Notification of developments. The Client will promptly inform the Firm of any developments relevant to the Matter, including without limitation the receipt of any additional governmental inquiries, subpoenas, Civil Investigative Demands, requests for information, or communications from the Meridian Attorney General's office, the United States Department of Justice, any federal or state grand jury, or any other governmental authority. The Client will also promptly notify the Firm of any communications from co-respondents, their counsel, or any third parties that relate to the subject matter of the investigation.
(c) Primary point of contact. The Client designates Patricia Aldridge, Senior Vice President & General Counsel, as the primary point of contact for all matters relating to the engagement. All significant communications from the Firm regarding the Matter will be directed to Ms. Aldridge, unless otherwise specified by the Client. The Client may change its designated point of contact upon written notice to the Firm.
(d) Lender notification obligation. We bring to the Client's attention that the $750 million Senior Secured Revolving Credit Agreement, dated as of March 15, 2023, among DEH, DFS, the lenders party thereto, and Pinnacle National Bank, N.A., as administrative agent (the "Credit Agreement"), contains a material litigation reporting covenant. Specifically, Section 6.01(h) of the Credit Agreement requires the Client to provide notice to the administrative agent of any litigation, investigation, or proceeding that could reasonably be expected to result in a Material Adverse Effect, as defined therein, which we understand is defined with reference to a threshold of $25 million. We advise the Client to review Section 6.01(h) and related provisions of the Credit Agreement in consultation with its own corporate counsel and to assess whether the current investigation triggers the notification obligation thereunder. The Firm's representation in the Matter does not include advice regarding the Client's obligations under the Credit Agreement or any other financing agreement, and the Client should rely on its own counsel and advisors for guidance on those matters.
9. Limitation of Scope
The Firm's engagement is limited to the representation of the Client in connection with the Matter as defined in this Engagement Letter. The engagement does not extend to, and the Firm assumes no responsibility for, any of the following unless separately agreed in writing by the Firm and the Client:
(a) Any investigation or inquiry by the United States Department of Justice, the Federal Trade Commission, or any other federal governmental authority arising out of or related to the same or similar subject matter.
(b) Any follow-on civil litigation brought by the Meridian State Department of Transportation, any other state agency, or any private plaintiff seeking treble damages, injunctive relief, or other remedies under the Meridian Antitrust Act or any other state or federal statute.
(c) Any investigation or inquiry by the attorney general of any state other than the State of Meridian, or any multi-state investigation or proceeding.
(d) Any internal investigation conducted by or on behalf of the Client's board of directors, audit committee, or any other governance body, except to the extent that such internal investigation is conducted by the Firm as part of its services in connection with the Matter and with the Client's express authorization.
(e) Any proceeding before any regulatory body, licensing authority, or self-regulatory organization.
In addition, the Firm's engagement does not include the provision of tax advice. The Client's independent auditors, Alderton & Knox, CPAs, LLP, or the Client's separate tax counsel should be consulted with respect to any tax implications arising from the investigation, including without limitation any questions regarding the deductibility of legal fees, the tax treatment of any potential penalties or settlement payments, or the implications of any restatement or adjustment to the Client's financial statements that may result from the investigation. The Firm expressly disclaims any responsibility for the provision of tax advice in connection with the Matter.
Should the Client wish to engage the Firm to provide legal services in connection with any of the matters described above or any other matter outside the scope of this engagement, the parties will negotiate and enter into a separate engagement letter or amendment to this Engagement Letter.
10. Termination
Either the Client or the Firm may terminate this engagement upon thirty (30) days' prior written notice to the other party. The Client's right to terminate the engagement is absolute. The Firm's right to terminate is subject to the Firm's ethical obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Client's interests upon withdrawal, and to any applicable court or regulatory requirements governing withdrawal of counsel (including, for example, any leave-to-withdraw requirements if the Firm has entered an appearance on behalf of the Client in any judicial or administrative proceeding).
Upon termination of the engagement, the Client will remain responsible for all fees for services rendered and disbursements incurred through the effective date of termination, including any amounts due for unbilled work-in-progress. The Firm will render a final invoice within forty-five (45) days of the effective date of termination.
Upon termination, the Firm will promptly return to the Client, or make available for retrieval, all original documents and property of the Client in the Firm's possession. The Firm will cooperate in an orderly transition of the Matter to successor counsel designated by the Client, including providing reasonable access to the Firm's files relating to the Matter (subject to the Firm's lien rights, if any, under applicable law) and briefing successor counsel on the status of the Matter.
11. Governing Law and Dispute Resolution
This Engagement Letter and the engagement relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles.
In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement, including any dispute concerning the Firm's fees or the quality of the Firm's services, the parties agree to first attempt in good faith to resolve the dispute through direct negotiation between the Firm's managing partner and the Client's General Counsel. If the dispute cannot be resolved through negotiation within thirty (30) days after written notice of the dispute is provided by one party to the other, the dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator in the District of Columbia. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the position of one party was frivolous or maintained in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.
We are confident that the Firm is well positioned to provide the Client with effective and efficient representation in connection with the Matter, and we are eager to begin the substantive work necessary to protect the Client's interests. We ask that you confirm your agreement to the terms set forth in this Engagement Letter by countersigning in the space provided below and returning an executed copy to the Firm, together with the Retainer in the amount of $250,000, payable by wire transfer to the Firm's client trust account. Wire instructions are available upon request from the Firm's accounting department.
If you have any questions regarding the terms of this Engagement Letter, or if you would like to discuss any of the matters addressed herein, please do not hesitate to contact me directly at (202) 555-7412 or hbellamy@calderwoodharkness.com.
We look forward to working with you and your team on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Howard Bellamy
Title: Partner, Antitrust & Competition
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understood its terms, and agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
DUNMORE ENERGY HOLDINGS LTD. (on behalf of itself and Dunmore Fuel Supply, Inc.)
By: ________
Name: Patricia Aldridge
Title: Senior Vice President & General Counsel
Date: ________
Enclosures: (1) Copy of CID No. AG-ANT-2025-04172; (2) Firm Standard Terms of Engagement; (3) Wire Transfer Instructions for Retainer Payment
Timekeeper | Position | Hourly Rate
Howard Bellamy | Partner | $1,475
Monica Reyes | Senior Associate | $975
Elliot Nguyen | Associate | $725

CALDERWOOD & HARKNESS LLP Attorneys at Law

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CALDERWOOD & HARKNESS LLP

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