PRIVILEGED AND CONFIDENTIAL — JOINT DEFENSE / COMMON INTEREST AGREEMENT
JOINT DEFENSE AND COMMON INTEREST AGREEMENT
CALDERWOOD & HARKNESS LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
JOINT DEFENSE AND COMMON INTEREST AGREEMENT
This Joint Defense and Common Interest Agreement (this "Agreement") is entered into and made effective as of October 1, 2025 (the "Effective Date"), by and among the following parties and their respective counsel (collectively, the "Parties"):
1. Dunmore Energy Holdings Ltd., an exempted limited company organized under the laws of the Cayman Islands, with operational headquarters at 4100 Westchase Boulevard, Suite 1200, Houston, Texas 77042, and its wholly owned subsidiary Dunmore Fuel Supply, Inc., a corporation organized under the laws of the State of Delaware (collectively, "Dunmore"), represented by Calderwood & Harkness LLP ("C&H"), 1900 K Street NW, Suite 1100, Washington, DC 20006, lead partner Howard Bellamy;
2. Galloway Petroleum Corp., a corporation organized under the laws of the State of Delaware, with headquarters at 2255 Commerce Park Drive, Suite 800, Birmingham, Alabama 35244 ("Galloway"), represented by Whitfield, Strauss & DeVane LLP ("WSD"), 420 20th Street North, Suite 1600, Birmingham, Alabama 35203, lead partner Gregory Whitfield; and
3. Ridgeline Energy Partners LLC, a limited liability company organized under the laws of the State of Georgia, with headquarters at 600 Peachtree Industrial Boulevard, Suite 450, Duluth, Georgia 30097 ("Ridgeline"), represented by Archer Colby LLP ("AC"), 191 Peachtree Street NE, Suite 3200, Atlanta, Georgia 30303, lead partner Diane Colby.
Each of Dunmore, Galloway, and Ridgeline is individually referred to herein as a "Party" and collectively as the "Parties." C&H, WSD, and AC are individually referred to herein as "Counsel" and collectively as the "Firms."
RECITALS
WHEREAS, the Office of the Attorney General of the State of Meridian, Antitrust Division (the Honorable Carolyn Fisk, Attorney General; Derek Montague, Senior Assistant Attorney General and Chief of the Antitrust Division; and Alicia Brennan, Assistant Attorney General and lead investigator/trial counsel), located at 500 Capitol Avenue, Suite 300, Baxter City, Meridian 39201 (the "AG's Office"), has opened a cartel investigation and issued Civil Investigative Demands ("CIDs") to each of the Parties;
WHEREAS, the CIDs bear the reference number AG-ANT-2025-04172 and were issued on or about August 22, 2025, directing each of the Parties to produce documents, provide written answers to interrogatories, and submit to depositions of designated corporate representatives in connection with the AG's Office's investigation;
WHEREAS, the investigation concerns allegations of bid rigging in connection with fuel-supply contracts awarded by the Meridian State Department of Transportation ("Meridian DOT") during the period from approximately January 2021 through December 2024 (the "Relevant Period");
WHEREAS, the alleged conduct at issue includes, without limitation: (a) agreement among competitors on which company would submit the lowest bid for particular contract lots; (b) the submission of complementary "cover" bids by non-designated bidders at prices designed to be higher than the bid submitted by the designated winner; and (c) the rotation of winning bids across successive contract cycles so as to allocate contract awards among the alleged conspirators;
WHEREAS, the investigation concerns five geographic contract lots (designated Lots A through E by the Meridian DOT) covering the supply of approximately 38 million gallons of diesel fuel and unleaded gasoline per year to state agencies, highway-maintenance operations, and other governmental end-users, with a total fiscal-year 2023 contract value of approximately $125.40 million;
WHEREAS, the investigation covers at least fifteen (15) separate contract awards across three fiscal-year procurement cycles, specifically fiscal year 2022, fiscal year 2023, and fiscal year 2024, each of which involved a competitive sealed-bid solicitation process administered by the Meridian DOT's Bureau of Procurement;
WHEREAS, the investigation is brought under the Meridian Antitrust Act, Meridian Code Annotated § 75-21-1 et seq., and the AG's Office has indicated that it may seek civil penalties, injunctive relief, treble damages, and debarment from state procurement as available remedies;
WHEREAS, each Party is a respondent in the investigation and has received a CID bearing the same reference number, and each Party has a common legal interest in defending against the allegations set forth in the CIDs and any related enforcement action;
WHEREAS, the Parties wish to share certain information, legal theories, defense strategies, and work product in furtherance of their common defense, while preserving and protecting all applicable privileges, including, without limitation, the attorney-client privilege and the work-product doctrine as recognized under Meridian law, federal law, and the laws of any other applicable jurisdiction; and
WHEREAS, the Parties intend this Agreement to memorialize the terms and conditions under which such sharing of privileged and protected materials will occur, and to ensure that such sharing does not constitute, and shall not be deemed to constitute, a waiver of any applicable privilege or protection.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: COMMON INTEREST
1.1. The Parties acknowledge and agree that they share a common legal interest in defending against the investigation initiated by the AG's Office as described in the Recitals above (the "Investigation"), including in defending against any civil enforcement action, administrative proceeding, or follow-on litigation that may arise from the same factual allegations.
1.2. This Agreement is entered into for the purpose of facilitating the exchange of privileged and protected information among the Parties and their respective Counsel in furtherance of their common defense. This Agreement is intended to ensure that the sharing of privileged information among the Parties and their respective Counsel does not constitute a waiver of the attorney-client privilege, the work-product doctrine, or any other applicable privilege or protection recognized under the laws of the State of Meridian, federal law, or the laws of any other applicable jurisdiction.
1.3. The common interest arises from the fact that all three Parties are respondents to CIDs issued in connection with the same Investigation and face the potential imposition of substantial penalties and sanctions, including but not limited to: (a) civil penalties of up to $1,000,000 per violation, which, across the fifteen (15) contract awards currently under investigation, could result in aggregate penalties of up to $15,000,000 per respondent; (b) treble damages measured by the alleged overcharges attributable to the purported conspiracy; (c) debarment from Meridian state procurement for a period of years; and (d) injunctive relief restricting future business activities within the State of Meridian.
1.4. The Parties further acknowledge that the nature of the allegations—which posit concerted action among the Parties—gives rise to overlapping factual and legal issues that are most effectively addressed through the coordinated exchange of information and joint analysis of common legal questions, including issues relating to market definition, competitive bidding practices in the fuel-supply industry, and the statistical and economic analysis of bidding patterns.
SECTION 2: DEFINITIONS
2.1. "Common Interest Materials" means any and all information, documents, communications, legal analyses, memoranda, notes, summaries, expert reports, draft pleadings, research, factual compilations, litigation strategies, defense theories, or other materials of any kind or nature, in whatever form (whether written, oral, electronic, or otherwise), that are shared among the Parties and/or their Counsel pursuant to this Agreement and that are protected by the attorney-client privilege, the work-product doctrine, or any other applicable privilege, protection, or immunity from disclosure recognized under the laws of the State of Meridian, federal law, or the laws of any other applicable jurisdiction.
2.2. "Counsel" means, with respect to each Party: (a) C&H, as counsel for Dunmore; (b) WSD, as counsel for Galloway; and (c) AC, as counsel for Ridgeline. The term "Counsel" also includes any other attorneys, law firms, or legal professionals retained by a Party in connection with the Investigation, provided that the retaining Party has given prior written notice of such retention to the other Parties, identifying the name, firm affiliation, and contact information of the additional attorney or firm. Such notice shall be given no later than five (5) business days after the retention becomes effective.
2.3. "Investigation" means the investigation by the Meridian Attorney General's Antitrust Division referenced by CID No. AG-ANT-2025-04172, including but not limited to all CIDs, subpoenas, interrogatories, requests for testimony, or other compulsory process issued in connection therewith, and any related civil enforcement action, administrative proceeding, petition for civil penalties, debarment proceeding, or follow-on litigation arising from the same or substantially similar factual allegations, whether brought by the AG's Office, the Meridian DOT, or any other governmental or private party.
2.4. "Party" means each of: (a) Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc. (collectively, "Dunmore"); (b) Galloway Petroleum Corp. ("Galloway"); and (c) Ridgeline Energy Partners LLC ("Ridgeline"). "Parties" means all of them collectively. For the avoidance of doubt, references to a "Party" include such Party's officers, directors, employees, and agents, solely to the extent they are acting in furtherance of the common defense as described herein.
SECTION 3: SCOPE OF SHARED INFORMATION
3.1. Voluntary Sharing. Each Party may, but is not required to, share with the other Parties and their Counsel any Common Interest Materials that the disclosing Party, in its sole discretion and upon the advice of its own Counsel, determines to be relevant to the common defense in the Investigation. Nothing in this Agreement shall be construed to compel any Party to share any particular information, document, analysis, or communication.
3.2. Categories of Shared Materials. Common Interest Materials shared pursuant to this Agreement may include, but are not limited to, the following categories of information:
(i) Legal theories and defense strategies relating to the Investigation, including analyses of potential affirmative defenses, jurisdictional challenges, constitutional arguments, and procedural objections;
(ii) Analyses of the CIDs, including issues relating to scope, burden, proportionality, and compliance methodology, as well as analyses of the Meridian Antitrust Act (Meridian Code Ann. § 75-21-1 et seq.) and related legal authorities, including case law, administrative guidance, and legislative history;
(iii) Summaries of document productions made or to be made to the AG's Office, including high-level descriptions of the categories of documents produced, the volume of productions, and the custodians from whom documents were collected; provided, however, that the underlying documents themselves shall not be shared unless specifically agreed in writing by the producing Party on a document-by-document or category-by-category basis;
(iv) Expert analyses and reports, including forensic economic analyses of bidding patterns, statistical evidence relating to bid pricing and contract awards, market-structure analyses, and assessments of competitive dynamics in the fuel-supply industry in the State of Meridian, whether in draft or final form;
(v) Information regarding contacts, correspondence, and meetings with the AG's Office, including the substance of meet-and-confer discussions, scheduling conferences, and any informal communications with the AG's Office's attorneys or investigators;
(vi) Privilege-log categories and methodologies, including descriptions of the types of communications or documents being withheld or redacted on privilege grounds; provided, however, that individual privilege-log entries shall not be shared unless specifically agreed in writing by the logging Party; and
(vii) Information regarding the status of document collections, processing, review, and quality-control procedures, including information about the use of technology-assisted review, search-term methodologies, and custodian-interview protocols.
3.3. Sole Discretion of Disclosing Counsel. The decision to share specific Common Interest Materials rests solely with the disclosing Party's Counsel. Each Counsel shall exercise its independent professional judgment in determining what materials, if any, to share with the other Parties, taking into account the interests of its own client, the potential benefits and risks of disclosure, and applicable ethical obligations.
SECTION 4: CONFIDENTIALITY
4.1. Strict Confidentiality. All Common Interest Materials shared under this Agreement are strictly confidential and shall be used solely for the purpose of the common defense in the Investigation. No Party shall use Common Interest Materials received from another Party for any purpose other than the common defense, including but not limited to any commercial purpose, competitive purpose, or purpose unrelated to the Investigation.
4.2. No Disclosure to Non-Parties. No Party shall disclose Common Interest Materials to any person or entity that is not a Party to this Agreement or that is not covered under the definition of Counsel set forth in Section 2.2, without the prior written consent of the Party that produced or disclosed the material. Such consent may be granted or withheld in the absolute discretion of the producing or disclosing Party.
4.3. No Disclosure to Governmental Authorities. No Party shall disclose Common Interest Materials to the Meridian AG's Office, any other office or division of the Meridian Attorney General, the Meridian DOT, any other state governmental authority (including the office of any other state's attorney general), the United States Department of Justice Antitrust Division, the Federal Trade Commission, or any other federal, state, or local governmental authority, agency, department, commission, or regulatory body, or any third party of any kind.
4.4. Internal Distribution. Each Party shall limit internal distribution of Common Interest Materials to those officers, directors, employees, in-house counsel, and agents of the receiving Party who have a demonstrable need to know the information for purposes of the common defense in the Investigation. Each Party shall maintain a record of the individuals within its organization who have been given access to Common Interest Materials received from other Parties, and shall make such record available to the disclosing Party's Counsel upon reasonable request.
4.5. Information Security. Common Interest Materials shall be stored securely at all times. Materials in electronic form shall be protected by encryption (using AES-256 or equivalent encryption standard) and access controls consistent with each Party's information-security policies and procedures. Materials in physical form shall be stored in locked or access-controlled facilities. Each Party shall take reasonable steps to prevent unauthorized access to, copying of, or distribution of Common Interest Materials.
4.6. Survival of Confidentiality Obligations. The confidentiality obligations set forth in this Section 4 shall survive the termination of this Agreement, the withdrawal of any Party from this Agreement, or the conclusion of the Investigation, and shall remain in full force and effect indefinitely.
SECTION 5: NO WAIVER OF PRIVILEGE
5.1. Preservation of Privilege. The sharing of Common Interest Materials under this Agreement shall not constitute a waiver of the attorney-client privilege, the work-product doctrine, the common-interest privilege, or any other applicable privilege, protection, or immunity from disclosure. To the extent that any Common Interest Material is protected by the attorney-client privilege, the work-product doctrine, or any other privilege or protection, such privilege or protection shall not be deemed waived by reason of the disclosure of such material to the other Parties or their Counsel pursuant to this Agreement. The Parties intend and agree that all such disclosures are made in furtherance of their common legal interest in the Investigation and are therefore protected by the common-interest doctrine as recognized under the laws of the State of Meridian and applicable federal law.
5.2. Response to Compelled Disclosure. In the event that any third party, including any governmental authority, court, arbitral tribunal, or opposing party in any litigation, arbitration, or administrative proceeding, seeks to compel the disclosure of Common Interest Materials, whether by subpoena, discovery request, court order, or other legal process, the Party from whom disclosure is sought shall:
(i) Promptly notify all other Parties and their Counsel in writing of such compulsion request, but in no event later than three (3) business days after receiving the compulsion request or becoming aware of the potential compulsion;
(ii) Assert all available privileges and protections with respect to the Common Interest Materials at issue, including, without limitation, the attorney-client privilege, the work-product doctrine, and the common-interest doctrine, and shall take all reasonable steps to resist the compelled disclosure;
(iii) Cooperate fully and in good faith with the other Parties and their Counsel in preparing and filing any motions, briefs, or other submissions necessary to oppose the disclosure, including motions to quash subpoenas, motions for protective orders, and petitions for interlocutory appellate review; and
(iv) Refrain from producing or disclosing any Common Interest Materials until all reasonable legal avenues for opposing the compelled disclosure have been exhausted, or until otherwise agreed by all Parties whose privileged materials are at issue.
5.3. No Voluntary Waiver. No Party shall voluntarily waive any privilege applicable to Common Interest Materials without the prior written consent of all Parties that have an interest in the privileged material. For the avoidance of doubt, this provision applies to any waiver, whether express or implied, including any waiver that might result from the disclosure of Common Interest Materials to a governmental authority, a co-party in any proceeding, or any third party.
SECTION 6: NO JOINT REPRESENTATION
6.1. Nothing in this Agreement creates, or shall be construed as creating, an attorney-client relationship between any Party's Counsel and any other Party. Each Counsel represents solely and exclusively its own client, as identified in the preamble to this Agreement.
6.2. Without limiting the generality of the foregoing: (a) C&H represents only Dunmore (including both Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc.) and owes no professional duties to Galloway or Ridgeline; (b) WSD represents only Galloway and owes no professional duties to Dunmore or Ridgeline; and (c) AC represents only Ridgeline and owes no professional duties to Dunmore or Galloway.
6.3. Each Counsel owes its professional duties, including the duties of loyalty, competence, confidentiality, and candid advice, exclusively to its own client. No Counsel shall be deemed to have undertaken a professional obligation to any Party other than its own client by reason of its participation in this Agreement or its receipt of Common Interest Materials from another Party.
6.4. No Counsel shall be required to act in a manner inconsistent with its ethical obligations to its own client, as established by the applicable rules of professional conduct governing each Counsel's practice. In the event of any inconsistency between the provisions of this Agreement and the ethical obligations of any Counsel, such ethical obligations shall control.
SECTION 7: INDEPENDENT DEFENSE
7.1. Retained Rights. Each Party retains the absolute and unfettered right to conduct its defense in the Investigation independently, in its sole discretion and upon the advice of its own Counsel. Without limiting the foregoing, each Party specifically retains the right to:
(i) Develop and pursue its own legal theories, defense strategies, and factual narratives, whether or not consistent with those advanced by any other Party;
(ii) Retain its own experts, consultants, forensic accountants, economists, and other professionals, and to direct the work of such professionals independently;
(iii) Make its own decisions regarding the scope, timing, methodology, and content of document productions and responses to the CIDs, including decisions about search terms, custodians, date ranges, and privilege assertions;
(iv) Enter into separate settlement discussions, negotiations, or agreements with the AG's Office, the Meridian DOT, or any other governmental authority without the consent of the other Parties; and
(v) Enter into a cooperation agreement, leniency agreement, immunity agreement, or non-prosecution agreement with the AG's Office or any other governmental authority, whether state or federal, without the consent of the other Parties.
7.2. Settlement and Cooperation Notice Requirement. In the event that any Party enters into, or makes a material decision to pursue, settlement negotiations, cooperation discussions, or leniency discussions with the AG's Office or any other governmental authority, that Party shall provide reasonable advance written notice to the other Parties of not less than five (5) business days prior to executing any binding settlement agreement, cooperation agreement, leniency agreement, immunity agreement, plea agreement, or consent decree, unless such notice is prohibited by law, by court order, or by the express terms of any governmental directive or condition imposed by the governmental authority with which the Party is negotiating. Such notice shall be delivered to each other Party's Counsel and shall identify: (a) the governmental authority involved; and (b) the general nature of the discussions (e.g., settlement, cooperation, leniency). The notice need not disclose specific terms, conditions, penalty amounts, or other details of the proposed agreement. In the event that a Party is prohibited from providing advance notice, such Party shall provide notice as soon as reasonably practicable after the prohibition is lifted.
7.3. No Restraint on Settlement or Cooperation. Nothing in this Agreement requires any Party to refrain from settling with, cooperating with, or seeking leniency from any governmental authority. The notice obligation set forth in Section 7.2 is intended solely to allow the other Parties an opportunity to assess the implications of such settlement, cooperation, or leniency for their own defenses, and to take such steps as they deem appropriate in response, including withdrawal from this Agreement. For the avoidance of doubt, the failure of a Party to provide the notice described in Section 7.2, where such notice was not prohibited, shall not constitute a waiver of any right or claim, but may constitute a material breach of this Agreement.
SECTION 8: WITHDRAWAL
8.1. Right of Withdrawal. Any Party may withdraw from this Agreement at any time and for any reason, upon ten (10) calendar days' written notice to the other Parties, delivered to each Party's Counsel at the addresses specified in this Agreement or as subsequently designated in writing pursuant to Section 17. No Party shall be required to state a reason for its withdrawal.
8.2. Obligations Upon Withdrawal. Upon the effective date of a Party's withdrawal from this Agreement:
(i) The withdrawing Party shall promptly return to the disclosing Party, or destroy, all Common Interest Materials received from the other Parties, including all copies, summaries, abstracts, excerpts, and derivative works. The withdrawing Party shall, within fifteen (15) calendar days of the effective date of withdrawal, provide a written certification signed by its Counsel confirming that all such materials have been returned or destroyed and that no copies have been retained, except as may be required by applicable document-retention obligations or court order, in which case the materials shall continue to be subject to the confidentiality obligations of Section 4;
(ii) The obligations of confidentiality set forth in Section 4 and the non-waiver provisions set forth in Section 5 shall survive the withdrawal and shall remain in full force and effect indefinitely, binding upon the withdrawing Party and its Counsel;
(iii) No Party may use Common Interest Materials received from another Party against that Party in any proceeding, including any enforcement action, civil litigation, administrative proceeding, arbitration, or regulatory proceeding, whether commenced before or after the withdrawal. This prohibition shall survive the withdrawal indefinitely and shall be enforceable by injunctive relief; and
(iv) The withdrawing Party shall continue to have the benefit of the confidentiality and non-waiver protections set forth in this Agreement with respect to any Common Interest Materials that the withdrawing Party shared with the remaining Parties prior to the effective date of withdrawal.
8.3. Continuation Among Remaining Parties. Withdrawal by one Party shall not terminate this Agreement as between the remaining Parties. This Agreement shall continue in full force and effect among the remaining Parties until terminated by mutual written agreement of all remaining Parties or until only one Party remains.
SECTION 9: CONFLICTS OF INTEREST
9.1. If a conflict of interest arises between or among the Parties that is material and that cannot be resolved through good-faith discussion among Counsel within a reasonable period of time, the affected Parties shall withdraw from this Agreement in accordance with the procedures set forth in Section 8. In such circumstances, the Parties and their Counsel shall cooperate in good faith to effect an orderly withdrawal that minimizes disruption to the common defense and ensures the return or destruction of Common Interest Materials as required by Section 8.2.
9.2. Each Counsel retains the independent and continuing obligation to monitor for actual and potential conflicts of interest among the Parties and to advise its own client accordingly. Nothing in this Agreement shall relieve any Counsel of its obligations under the applicable rules of professional conduct to identify, disclose, and address conflicts of interest.
9.3. Examples of conflicts that may require withdrawal from this Agreement include, but are not limited to:
(i) One Party's decision to seek cooperation credit, leniency, or immunity from the AG's Office or any other governmental authority at the expense of, or in a manner that is materially adverse to the interests of, another Party, including by providing testimony or evidence that inculpates another Party;
(ii) The emergence of evidence, testimony, or other information that materially implicates one Party's conduct in a manner that is directly adverse to the defense or interests of another Party;
(iii) The commencement of cross-claims, counterclaims, indemnification actions, contribution actions, or other adversarial proceedings among the Parties, whether in connection with the Investigation or otherwise; and
(iv) A material divergence in the legal theories, factual positions, or strategic interests of the Parties such that continued joint coordination would be inconsistent with any Counsel's ethical obligations to its own client.
SECTION 10: NO ADMISSION
10.1. This Agreement does not constitute, and shall not be construed as, an admission by any Party that its interests are aligned with, identical to, or adverse to the interests of any other Party, whether for purposes of the Investigation, any related proceeding, or any other matter.
10.2. This Agreement does not constitute, and shall not be construed as, an admission by any Party that it has engaged in any unlawful conduct of any kind, including, without limitation, bid rigging, price fixing, market allocation, customer allocation, group boycott, or any other violation of the Meridian Antitrust Act (Meridian Code Ann. § 75-21-1 et seq.), the Sherman Antitrust Act (15 U.S.C. §§ 1–7), or any other federal, state, or local antitrust, competition, or unfair-trade-practices statute or regulation.
10.3. Each Party expressly reserves all rights, claims, defenses, and privileges available to it under applicable law, including without limitation the right to assert that the Investigation is without merit, that the CIDs are overbroad or unduly burdensome, that the AG's Office lacks jurisdiction, and that the Party's conduct at all times complied with applicable law.
SECTION 11: COMMUNICATIONS PROTOCOL
11.1. Designated Counsel Contacts. All sharing of Common Interest Materials shall be coordinated through each Party's designated Counsel. Direct sharing of Common Interest Materials between Parties without the involvement of Counsel is not permitted. The primary contacts for purposes of this Agreement are:
For Dunmore: Howard Bellamy, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Email: hbellamy@calderwoodharkness.com
Telephone: (202) 555-0132
Monica Reyes, Senior Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Email: mreyes@calderwoodharkness.com
Telephone: (202) 555-0147
For Galloway: Gregory Whitfield, Partner Whitfield, Strauss & DeVane LLP 420 20th Street North, Suite 1600 Birmingham, AL 35203
Email: gwhitfield@wsdlaw.com
Telephone: (205) 555-0218
For Ridgeline: Diane Colby, Partner Archer Colby LLP 191 Peachtree Street NE, Suite 3200 Atlanta, GA 30303
Email: dcolby@archercolby.com
Telephone: (404) 555-0336
11.2. Marking of Materials. All Common Interest Materials shared in writing, including materials shared by email, facsimile, or other electronic means, shall be clearly and conspicuously marked with the following legend:
"PRIVILEGED AND CONFIDENTIAL — COMMON INTEREST MATERIAL — JOINT DEFENSE AGREEMENT"
The failure to apply such marking to a particular communication or document shall not, by itself, deprive such communication or document of the protections afforded by this Agreement, provided that the communication or document otherwise qualifies as Common Interest Material. However, each Party and its Counsel shall use commercially reasonable efforts to ensure that all Common Interest Materials are properly marked.
11.3. Meetings and Conferences. Meetings, telephone conferences, and video conferences among Counsel under this Agreement may be held at such times and with such frequency as the Parties and their Counsel deem appropriate. Any Party's Counsel may request a joint conference at any time by providing reasonable notice (which may be by email) to the other Counsel contacts listed above. Notes, memoranda, and other records of such meetings and conferences shall be treated as Common Interest Materials and shall be subject to the protections of this Agreement.
SECTION 12: AMENDMENTS
12.1. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties or by their respective Counsel, each acting with the authorization of the Party he or she represents. No oral modification or waiver of any provision of this Agreement shall be effective.
SECTION 13: ADDITIONAL PARTIES
13.1. Additional respondents in the Investigation, or parties to any related proceeding arising from the same factual allegations, may be admitted to this Agreement by the prior written consent of all existing Parties (or their respective Counsel acting on their behalf). No Party shall unreasonably withhold consent to the admission of an additional party whose interests are reasonably aligned with the common defense.
13.2. Any additional party seeking to join this Agreement must execute a joinder agreement substantially in the form attached hereto as Exhibit A, or in such other form as may be agreed upon by Counsel for all existing Parties. Upon execution of the joinder agreement, the additional party shall be bound by all terms and conditions of this Agreement as though it were an original signatory hereto.
SECTION 14: ENTIRE AGREEMENT
14.1. This Agreement, together with any exhibits and joinder agreements executed in connection herewith, constitutes the entire understanding and agreement among the Parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous negotiations, discussions, understandings, and agreements, whether written or oral, among the Parties or their Counsel relating to the establishment of a common-interest or joint-defense arrangement in connection with the Investigation.
SECTION 15: GOVERNING LAW
15.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Meridian, without regard to its conflict-of-laws principles or any choice-of-law rules that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of the State of Meridian or, to the extent federal jurisdiction exists, in the United States District Court for the Central District of Meridian.
SECTION 16: COUNTERPARTS AND ELECTRONIC EXECUTION
16.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary for all Parties to execute the same counterpart.
16.2. Electronic signatures, including signatures transmitted by PDF, Brightwater Software, Ashford Health IT, or other electronic-signature platform, and PDF or electronically transmitted copies of executed counterparts, shall have the same force and effect as original ink signatures and original documents, and shall be admissible in any proceeding to the same extent as originals.
SECTION 17: NOTICES
17.1. All notices, requests, demands, certifications, and other communications required or permitted under this Agreement shall be in writing and shall be delivered to Counsel at the addresses set forth in the preamble to this Agreement (or as subsequently designated in writing by a Party or its Counsel), by any of the following means:
(a) Hand delivery, in which case notice shall be deemed given upon delivery;
(b) Nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), in which case notice shall be deemed given on the next business day following deposit with the courier; or
(c) Email to the designated Counsel contact listed in Section 11.1, in which case notice shall be deemed given upon transmission, provided that the sender receives an electronic confirmation of delivery (including a read receipt or delivery confirmation from the email system) and that email notice is followed by delivery of a hard copy by one of the methods described in clauses (a) or (b) within three (3) business days.
17.2. Any Party may change its designated address or Counsel contact for purposes of receiving notices under this Agreement by providing written notice of such change to all other Parties in accordance with this Section 17.
IN WITNESS WHEREOF, the Parties and their respective Counsel have executed this Joint Defense and Common Interest Agreement as of the date first written above.
DUNMORE ENERGY HOLDINGS LTD. AND DUNMORE FUEL SUPPLY, INC.
By: ________
Name: Patricia Aldridge
Title: Senior Vice President & General Counsel
Date: ________
CALDERWOOD & HARKNESS LLP Counsel for Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc.
By: ________
Name: Howard Bellamy
Title: Partner
Date: ________
GALLOWAY PETROLEUM CORP.
By: ________
Name: Richard "Rick" Ellerbee
Title: Chief Executive Officer
Date: ________
WHITFIELD, STRAUSS & DEVANE LLP Counsel for Galloway Petroleum Corp.
By: ________
Name: Gregory Whitfield
Title: Partner
Date: ________
RIDGELINE ENERGY PARTNERS LLC
By: ________
Name: Jonas Hartwick
Title: Managing Partner
Date: ________
ARCHER COLBY LLP Counsel for Ridgeline Energy Partners LLC
By: ________
Name: Diane Colby
Title: Partner
Date: ________
EXHIBIT A
FORM OF JOINDER AGREEMENT
The undersigned party and its counsel hereby agree to be bound by all terms and conditions of the Joint Defense and Common Interest Agreement dated October 1, 2025, by and among Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc., Galloway Petroleum Corp., and Ridgeline Energy Partners LLC, and their respective counsel (the "Agreement"), a copy of which has been provided to the undersigned and is incorporated herein by reference. The undersigned shall be deemed a "Party" for all purposes of the Agreement as of the date of execution of this Joinder Agreement.
[NAME OF ADDITIONAL PARTY]
By: ________
Name: ________
Title: ________
Date: ________
[NAME OF COUNSEL FOR ADDITIONAL PARTY]
By: ________
Name: ________
Title: ________
Date: ________
Acknowledged and consented to by:
CALDERWOOD & HARKNESS LLP (for Dunmore)
By: ________
Name: Howard Bellamy
Title: Partner
Date: ________
WHITFIELD, STRAUSS & DEVANE LLP (for Galloway)
By: ________
Name: Gregory Whitfield
Title: Partner
Date: ________
ARCHER COLBY LLP (for Ridgeline)
By: ________
Name: Diane Colby
Title: Partner
Date: ________