1016-00004 · Dunmore Energy Holdings · Expert Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Tel: (713) 555-8400

Fax: (713) 555-8401

www.calderwoodharkness.com

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT ATTORNEY-CLIENT PRIVILEGED COMMUNICATION

July 10, 2023

VIA EMAIL AND Sundial Data Systems

Dr. Leonard Whitfield Principal Whitfield Economic Advisors LLC 1700 Pennsylvania Avenue NW, Suite 550 Washington, D.C. 20006

Re: Engagement of Whitfield Economic Advisors LLC as Expert Economic Consultant

Matter: Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC — FERC Office of Enforcement Investigation, Docket No. IN23-7-000

C&H Matter Number: 1016-00004

C&H Billing Code: 71420.00001

Dear Dr. Whitfield:

We write to confirm the terms and conditions of the engagement of Whitfield Economic Advisors LLC ("WEA") by Calderwood & Harkness LLP ("C&H" or "the Firm") to serve as an expert economic consultant in connection with the above-referenced matter. This letter, once countersigned by you, shall constitute the binding agreement between C&H and WEA governing the terms of this engagement (this "Engagement Letter").

1. Purpose of Engagement

Calderwood & Harkness LLP, on behalf of its clients Dunmore Energy Holdings Ltd. ("DEH") and Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients"), hereby retains Whitfield Economic Advisors LLC to provide expert economic analysis, consulting services, and testimony support in connection with a non-public investigation by the Federal Energy Regulatory Commission ("FERC"), Office of Enforcement ("OE"), captioned as Docket No. IN23-7-000. The Firm serves as outside counsel to the Clients in this matter and has authority to retain expert consultants on their behalf.

WEA is retained through C&H as litigation counsel, and this engagement is structured expressly to preserve the protections of the attorney-client privilege and the attorney work product doctrine. Accordingly, all work product, analyses, draft and final reports, memoranda, data compilations, models, spreadsheets, communications, and other materials prepared or generated by WEA in connection with this engagement (collectively, "Work Product") are to be directed to and through C&H as litigation counsel. WEA shall not provide Work Product directly to the Clients or to any other person or entity except at C&H's express direction.

This engagement shall be effective as of the date of this letter, July 10, 2023, and shall continue until such time as the matter is resolved, the engagement is terminated by either party upon written notice in accordance with Section 9 of this Engagement Letter, or the Firm otherwise notifies WEA in writing that the engagement has concluded. It is anticipated that WEA's services may extend through the conclusion of any administrative proceedings before FERC arising out of Docket No. IN23-7-000, including any settlement negotiations, although the scope and duration of the engagement may be adjusted by mutual agreement as circumstances warrant.

2. Background of the Matter

To provide context for the scope of WEA's engagement, we set forth below a summary of the matter and the principal parties involved. This summary is provided for informational purposes and does not constitute, nor should it be construed as, C&H's legal analysis or assessment of the merits of the investigation. Additional factual background and documentation will be furnished to WEA as the engagement progresses.

2.1 The Clients.

Dunmore Energy Holdings Ltd. ("DEH") is a Cayman Islands-domiciled private energy holding company with substantial operations in the United States. DEH's principal U.S. office is located at 2200 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. DEH's Employer Identification Number is 98-1347562. Through its subsidiaries, DEH owns and operates a diversified portfolio of electricity generation assets and engages in wholesale power marketing and trading across multiple U.S. organized wholesale electricity markets.

DEH's U.S. net generation capacity totals approximately 4,280 megawatts ("MW"), comprised of approximately 2,650 MW of natural gas-fired generation, 1,130 MW of wind generation, and 500 MW of solar generation. These assets are located across multiple states within the Midcontinent Independent System Operator ("MISO") and other regional transmission organization footprints.

Dunmore Power Trading LLC ("DPT") is DEH's wholly owned power marketing subsidiary, organized as a Delaware limited liability company. DPT's Employer Identification Number is 82-4519763. DPT holds market-based rate authorization from FERC under Docket No. ER05-1128-000, which authorizes DPT to sell energy, capacity, and ancillary services at market-based rates in wholesale markets, subject to the conditions and limitations set forth in its market-based rate tariff and FERC's regulations.

DPT actively participates as a market participant in the MISO organized wholesale electricity markets, including the Day-Ahead energy market, the Real-Time energy market, and the Financial Transmission Rights ("FTR") market. During the period at issue in this investigation (defined below), DPT's MISO trading desk comprised fourteen (14) traders. For fiscal year 2022, DPT's total MISO trading volume was approximately 18.4 million megawatt-hours ("MWh"), and DPT reported total MISO-related revenue of approximately $614 million.

2.2 The FERC Investigation.

FERC's Office of Enforcement has opened a non-public investigation, designated as Docket No. IN23-7-000, into DPT's bidding behavior in the MISO Day-Ahead and Real-Time energy markets at the Indiana Hub and Minnesota Hub pricing nodes during the period from January 3, 2022 through March 17, 2023 (approximately fourteen and one-half (14.5) months) (the "Relevant Period").

The investigation was initiated following a referral from Velthorn Market Analytics, Inc., which serves as the Independent Market Monitor ("IMM") for MISO. The referral, dated April 3, 2023, was transmitted by Dr. Patricia Engel, President of Velthorn Market Analytics, to FERC's Office of Enforcement. We understand the referral identified certain patterns in DPT's Day-Ahead generation offers and virtual trading activity at the Indiana Hub and Minnesota Hub that Velthorn characterized as potentially manipulative.

Following receipt of the Velthorn referral, FERC Staff issued a preliminary inquiry letter to DPT dated May 22, 2023, requesting certain trading data and information. Subsequently, on June 12, 2023, the Commission issued a formal non-public order of investigation pursuant to Section 307(a) of the Federal Power Act (16 U.S.C. § 825f(a)) and 18 C.F.R. § 1b.5, authorizing FERC Staff to conduct a formal investigation into DPT's trading activities during the Relevant Period.

2.3 FERC Staff's Allegations.

Based on the preliminary inquiry letter and subsequent communications from FERC Staff, we understand that FERC Staff alleges that DPT engaged in manipulative trading activity in violation of Section 222 of the Federal Power Act (16 U.S.C. § 824v) and the Commission's Anti-Manipulation Rule, 18 C.F.R. § 1c.2. Specifically, FERC Staff's preliminary allegations center on the theory that DPT submitted uneconomic Day-Ahead generation offers at the Indiana Hub at prices substantially below marginal cost — including negative-priced offers — for the purpose of artificially influencing congestion patterns and Day-Ahead locational marginal prices ("LMPs") at the Indiana Hub, thereby benefiting DPT's FTR positions and virtual trading positions at connected nodes, including the Minnesota Hub.

The precise contours of FERC Staff's theory continue to develop, and we anticipate receiving additional detail as the investigation progresses. WEA's analysis will be directed toward evaluating the economic merits of these allegations and providing an independent economic assessment of DPT's trading behavior during the Relevant Period.

3. Scope of Expert Services

WEA shall provide expert economic analysis, opinions, and testimony support in the areas described below. The scope of services may be expanded or refined by mutual agreement as the engagement progresses and as additional facts and materials become available. All services shall be performed in accordance with generally accepted principles of economic analysis and consistent with WEA's independent professional judgment.

3.1 Analysis of DPT Day-Ahead Bidding Conduct

WEA shall evaluate DPT's Day-Ahead generation offers at the Indiana Hub during the Relevant Period, with particular attention to offers priced at negative levels. FERC Staff has preliminarily alleged that DPT submitted Day-Ahead generation offers at the Indiana Hub at prices ranging from negative fifteen dollars per megawatt-hour (-$15/MWh) to negative forty dollars per megawatt-hour (-$40/MWh) during various intervals within the Relevant Period. WEA shall conduct a comprehensive analysis of the economic characteristics of these offers.

In particular, WEA shall assess whether DPT's negative Day-Ahead offers were consistent with legitimate portfolio optimization strategies, including but not limited to strategies reflecting opportunity costs, production tax credit ("PTC") monetization for wind generation assets, renewable energy certificate ("REC") value capture, contractual minimum generation commitments, start-up and shut-down cost avoidance, and other recognized economic justifications for below-marginal-cost or negative-priced offers in organized wholesale electricity markets.

WEA shall analyze the approximately 2,840 gigawatt-hours ("GWh") of Day-Ahead generation offers that FERC Staff has characterized as "uneconomic" during the Relevant Period, including a granular assessment of the offer prices, volumes, timing, duration, and market conditions associated with each such offer. WEA shall provide an independent assessment of the economic rationality of DPT's Day-Ahead bidding behavior, evaluated on a standalone basis and independent of any cross-product positions (including, without limitation, FTR positions and virtual trading positions). This standalone analysis is intended to demonstrate that DPT's Day-Ahead offers had independent economic justification irrespective of any benefits that may have accrued to other segments of DPT's portfolio.

3.2 FTR Position Analysis

WEA shall analyze DPT's Financial Transmission Rights portfolio during and around the Relevant Period. FERC Staff's preliminary analysis has attributed a notional value of approximately $47.3 million to DPT's FTR positions that FERC Staff contends are relevant to the alleged manipulation scheme.

WEA shall evaluate the timing of DPT's FTR acquisitions relative to the Relevant Period, with specific attention to whether FTR positions were acquired well in advance of the alleged scheme period as routine hedging instruments associated with DPT's physical generation and load-serving activities, or whether the timing and sizing of FTR acquisitions are consistent with the manipulative scheme alleged by FERC Staff.

WEA shall assess the relationship, or the lack thereof, between DPT's FTR positions and its Day-Ahead bidding conduct at the Indiana Hub. This analysis shall include an evaluation of the directional alignment (or misalignment) between FTR paths and congestion patterns allegedly influenced by DPT's Day-Ahead offers, as well as an assessment of the economic significance of any observed correlation in light of prevailing market conditions and transmission topology.

Additionally, WEA shall determine whether DPT's FTR acquisitions and holdings during the Relevant Period were consistent with standard industry hedging practices employed by similarly situated generation-owning wholesale power marketers in MISO and other organized wholesale electricity markets. WEA may draw on its expertise and familiarity with FTR market practices to benchmark DPT's FTR portfolio characteristics against industry norms.

3.3 Virtual Transaction Analysis

WEA shall analyze DPT's Real-Time virtual positions — specifically, Increment Offers ("INCs") and Decrement Bids ("DECs") — at the Minnesota Hub during the Relevant Period. FERC Staff has identified approximately 1,620 GWh of virtual transactions submitted by DPT at the Minnesota Hub that FERC Staff contends were part of the alleged manipulation scheme.

WEA shall evaluate whether DPT's virtual transactions at the Minnesota Hub amplified congestion differentials between the Indiana Hub and the Minnesota Hub, or whether such virtual transactions were economically independent of the congestion patterns observed during the Relevant Period. WEA's analysis shall consider, among other things, the direction and magnitude of DPT's virtual positions, the prevailing spread between Day-Ahead and Real-Time prices at the Minnesota Hub, and whether the virtual transactions were consistent with standard virtual trading strategies pursued by market participants seeking to profit from anticipated Day-Ahead/Real-Time price convergence.

3.4 Market Impact Assessment and Rebuttal of FERC Staff's Unjust Profits Calculation

WEA shall provide an independent estimate of any actual market impact attributable to DPT's trading activity during the Relevant Period. This analysis shall employ accepted economic methodologies to isolate, to the extent possible, the price and congestion effects, if any, of DPT's specific bidding behavior from other factors influencing market outcomes during the same period.

WEA shall develop a rigorous economic analysis to rebut FERC Staff's preliminary estimate that DPT earned $12.8 million in unjust profits as a result of the alleged manipulation scheme. WEA's rebuttal analysis may include, among other elements, an assessment of the methodological assumptions underlying FERC Staff's unjust profits calculation, identification of errors or omissions in FERC Staff's analysis, and the development of alternative "but-for" scenarios that more accurately reflect market conditions absent DPT's participation.

In conducting this analysis, WEA shall specifically analyze the role of transmission outage events during the Relevant Period in driving congestion patterns at the Indiana Hub. Multiple planned and unplanned transmission outages occurred during the Relevant Period, and WEA shall assess the extent to which those events, rather than any individual market participant's bidding behavior, were responsible for the congestion patterns observed at the Indiana Hub and the corresponding price differentials between the Indiana Hub and the Minnesota Hub. WEA shall quantify, to the extent feasible, the relative contribution of transmission infrastructure events versus market participant bidding behavior to the observed congestion patterns, and shall assess the implications of this decomposition for FERC Staff's unjust profits calculation.

3.5 Physical-Financial Coordination Analysis

WEA shall analyze the relationship, if any, between DPT's wholesale electricity trading activity and the natural gas pipeline nominations conducted through Dunmore Midstream Partners LP ("DMP"), another subsidiary of DEH. DMP's Employer Identification Number is 47-8831205. FERC Staff may contend that DPT coordinated its gas nominations through DMP with its wholesale electricity trading activity as part of the alleged manipulation scheme or to mask the true marginal costs of DPT's gas-fired generation assets.

WEA shall evaluate whether the timing and volume of gas nominations made by or through DMP during the Relevant Period were consistent with standard operational practices in the natural gas and electricity industries, including the customary scheduling and nomination cycles for interstate natural gas transportation. WEA shall further assess whether any observed patterns in gas nominations are indicative of coordination to suppress the apparent marginal cost of gas-fired generation, or whether such patterns are better explained by routine operational and logistical factors.

3.6 Expert Report and Testimony Support

WEA shall prepare a written expert report (the "Expert Report") setting forth WEA's analysis, methodology, data sources, assumptions, and conclusions with respect to the matters described in Sections 3.1 through 3.5 above. The Expert Report shall be of a quality and scope suitable for submission to FERC's Office of Enforcement in connection with the investigation or in any administrative proceeding that may arise from the investigation, including any proceeding before a FERC Administrative Law Judge or the Commission itself.

WEA and Dr. Whitfield shall be available to provide oral testimony or testimony support as reasonably needed in connection with the investigation or any resulting administrative proceedings. Such testimony support may include, without limitation, preparation for and attendance at Staff interviews, preparation of rebuttal analyses in response to FERC Staff expert submissions, and live testimony in any administrative hearing. The schedule for preparation of the Expert Report and any testimony will be coordinated between WEA and C&H as the matter progresses.

All Expert Reports, draft reports, analyses, working papers, and related materials shall be submitted to and through C&H counsel, and shall not be provided directly to the Clients, FERC, or any other party without C&H's express prior written authorization.

4. Key Client Personnel and Data Access

In connection with WEA's analysis, WEA may need to interact with certain personnel of DEH and DPT to obtain relevant factual information, trading data, and operational context. All such contacts shall be coordinated through and conducted in the presence of C&H counsel to preserve the attorney-client privilege and work product protections applicable to this engagement. The following Dunmore personnel have been identified as individuals with whom WEA may need to communicate:

• Derek Sung, Senior Vice President, Power Marketing & Trading, DPT — Mr. Sung serves as the supervisor of DPT's MISO trading desk and has overall responsibility for DPT's MISO Day-Ahead and Real-Time trading operations during the Relevant Period.

• Kyle Renfro, Senior Trader, MISO Day-Ahead Desk, DPT — Mr. Renfro was the lead trader responsible for Day-Ahead generation offers at the Indiana Hub during the Relevant Period.

• Anastasia Petrov, Trader, MISO Real-Time Desk, DPT — Ms. Petrov was responsible for virtual trading activity, including INC offers and DEC bids, at the Minnesota Hub during the Relevant Period.

• Rhonda Vasquez, Vice President, Regulatory Affairs, DEH — Ms. Vasquez oversees DEH's regulatory compliance and government affairs functions and has been designated as DEH's principal liaison with C&H on regulatory matters related to the investigation.

• Jennifer Caulfield, Chief Compliance Officer, DEH — Ms. Caulfield is responsible for DEH's corporate compliance program, including compliance with FERC's market rules and regulations, and can provide information regarding DEH's internal compliance policies and procedures relevant to the investigation.

C&H will facilitate WEA's access to relevant trading data, including but not limited to MISO Day-Ahead and Real-Time offer and bid data, settlement records, FTR portfolio documentation (including FTR acquisition records, position reports, and settlement statements), gas nomination schedules and confirmations, trader communications, compliance logs, and such other materials as may be necessary for WEA to perform its analysis. C&H will work with the Clients to collect, organize, and produce these materials to WEA in an efficient manner.

All data requests by WEA to Dunmore personnel, and all communications between WEA and Dunmore personnel, shall be made through C&H to maintain the attorney-client privilege and work product protections applicable to this engagement. WEA shall not contact any Dunmore employee or agent directly without the prior knowledge and consent of C&H.

5. Compensation and Billing

5.1 Professional Fees. WEA's professional fees for the services described in this Engagement Letter shall be billed on an hourly basis at the rate of Four Hundred Seventy-Five Dollars ($475.00) per hour for the services of Dr. Leonard Whitfield. This rate reflects Dr. Whitfield's qualifications, experience, and expertise in the fields of energy economics, wholesale electricity market design, and regulatory enforcement matters.

In the event that WEA determines that additional WEA staff members are needed to assist with the engagement, the hourly rates for such additional staff shall be agreed upon in writing between WEA and C&H prior to such staff members incurring any billable time on the matter. C&H reserves the right to approve or decline the involvement of any additional WEA personnel on this engagement.

5.2 Invoicing. WEA shall submit monthly invoices to C&H for professional fees and reimbursable expenses incurred during the preceding calendar month. All invoices shall be directed to:

Alan Ngo, Billing Partner Calderwood & Harkness LLP 1001 Fannin Street, Suite 4200 Houston, Texas 77002

Email: alan.ngo@calderwoodharkness.com

Each invoice shall include detailed time entries setting forth, at a minimum, the date on which services were performed, a description of the services rendered (in sufficient detail to permit review and evaluation by C&H), the name of the timekeeper performing the services, and the number of hours expended. Time shall be recorded in increments of one-tenth (0.1) of an hour. Invoices shall be accompanied by receipts or other supporting documentation for any reimbursable expenses.

5.3 Expenses. Reasonable out-of-pocket expenses incurred by WEA in connection with this engagement shall be reimbursed at cost. Reimbursable expenses may include, without limitation, travel expenses (coach airfare, hotel, ground transportation, and meals), costs of data acquisition from third-party sources, fees for specialized software or analytical tools required for the engagement, copying and printing costs, and courier or delivery charges. All expenses exceeding One Thousand Dollars ($1,000.00) individually shall require prior written approval from C&H before being incurred.

5.4 Payment Terms. Payment of WEA's invoices shall be due within thirty (30) days of C&H's receipt of invoice (Net 30). C&H shall use reasonable efforts to process invoices promptly upon receipt. In the event of any dispute regarding an invoice, C&H shall notify WEA in writing of the disputed items within fifteen (15) days of receipt, and the parties shall work in good faith to resolve any such dispute. Undisputed amounts shall remain payable within the thirty (30)-day payment period.

5.5 Billing Code. All invoices and billing correspondence related to this engagement shall reference C&H billing code 71420.00001.

6. Privilege and Confidentiality

6.1 Privilege Protections. WEA is retained as a consulting expert through C&H as litigation counsel, and the parties intend that all WEA Work Product — including, without limitation, analyses, draft and final reports, data compilations, models, spreadsheets, memoranda, notes, and oral and written communications between WEA and C&H — shall be protected under the attorney work product doctrine and, to the fullest extent applicable, the attorney-client privilege. WEA acknowledges the importance of maintaining these privilege protections and agrees to cooperate with C&H in taking all reasonable steps to preserve them.

6.2 Non-Disclosure. WEA shall not disclose any information relating to this engagement — including, without limitation, the existence of the engagement, the identity of the Clients, the nature of the matter, or any facts, data, analyses, or conclusions developed in the course of the engagement — to any third party without the prior written consent of C&H. This obligation extends to all WEA personnel, agents, and subcontractors who may have access to information relating to this engagement.

6.3 Restrictions on Communications. WEA shall not communicate directly with FERC Staff, FERC Commissioners, FERC advisory staff, MISO, Velthorn Market Analytics, Inc. (or any of its personnel, including Dr. Patricia Engel), or any other regulatory body, market participant, or third party regarding this engagement, the underlying investigation, or any matter related thereto, without C&H's prior written authorization. All communications with external parties regarding this matter shall be conducted by or through C&H.

6.4 Document Ownership and Return. All documents, data, materials, and information provided to WEA by C&H or by the Clients at C&H's direction remain the property of DEH and DPT. Upon conclusion or termination of this engagement, or upon C&H's earlier request, WEA shall promptly return all such documents and data to C&H, or, at C&H's direction, shall destroy all copies of such documents and data in WEA's possession, custody, or control (including electronic copies) and shall certify in writing that such destruction has been completed. WEA shall not retain any copies of client documents or data following the conclusion of the engagement except with C&H's express written consent.

6.5 Non-Public Investigation. WEA acknowledges that the FERC investigation designated as Docket No. IN23-7-000 is non-public in nature, conducted pursuant to 18 C.F.R. Part 1b, and that the existence and substance of the investigation are subject to the confidentiality protections set forth in FERC's regulations. WEA agrees to maintain the confidentiality of all non-public investigation materials, including but not limited to FERC Staff data requests, investigative correspondence, documents produced by the Clients in response to FERC Staff requests, and any other materials designated as non-public or confidential in connection with the investigation. WEA further agrees to comply with any confidentiality orders or protective orders issued by FERC in connection with the investigation.

7. Conflicts of Interest

WEA represents and warrants that it has conducted a thorough conflicts check prior to entering into this engagement and has determined that it has no current engagement, client relationship, financial interest, or other relationship that would create a conflict of interest with respect to the services to be provided under this Engagement Letter.

Without limiting the generality of the foregoing, WEA specifically confirms that it does not currently represent, and has not within the past two (2) years represented, any of the following entities or persons in connection with any matter: (i) FERC or any division or office thereof, including the Office of Enforcement; (ii) MISO or any affiliate thereof; (iii) Velthorn Market Analytics, Inc., or any principal or employee thereof, including Dr. Patricia Engel; or (iv) any MISO market participant that has been, or is currently, adverse to DEH or DPT in connection with any matter relating to MISO market manipulation investigations, FERC enforcement proceedings, or related disputes.

WEA shall promptly notify C&H in writing if, at any time during the course of this engagement, WEA becomes aware of any potential or actual conflict of interest, including any new engagement or relationship that could reasonably be perceived as creating a conflict with WEA's obligations under this Engagement Letter. Upon receipt of such notification, C&H and WEA shall consult in good faith to determine whether the conflict can be resolved or whether termination of the engagement is necessary.

8. Independent Expert Status

WEA is retained as an independent expert consultant, and nothing in this Engagement Letter shall be construed to create an employment, partnership, joint venture, or agency relationship between WEA and C&H, or between WEA and DEH, DPT, or any of their respective affiliates, officers, directors, employees, or agents. WEA is not an employee of C&H or of any Client entity, and WEA shall be solely responsible for all taxes, insurance, and other obligations arising from its receipt of compensation under this Engagement Letter.

WEA shall exercise its independent professional judgment in forming the opinions and conclusions set forth in any Expert Report or testimony provided in connection with this engagement. C&H and the Clients do not direct, and shall not attempt to direct, the substance of WEA's expert opinions or conclusions. While C&H may provide legal guidance regarding the scope of WEA's analysis, identify relevant legal standards and frameworks, direct WEA's attention to particular facts or data, and offer comments on drafts of WEA's work product, the ultimate analytical conclusions and expert opinions expressed by WEA shall reflect WEA's own independent professional judgment.

9. Termination

Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. C&H may also terminate this engagement immediately upon written notice in the event of a material breach by WEA of any provision of this Engagement Letter, including but not limited to the confidentiality, privilege, or conflicts of interest provisions set forth herein.

In the event of termination, whether by C&H or by WEA, WEA shall be entitled to compensation for all professional services rendered and all reimbursable expenses properly incurred through the effective date of termination, subject to the billing and invoicing requirements set forth in Section 5. WEA shall submit a final invoice within thirty (30) days of the effective date of termination.

Upon termination, WEA shall promptly return all client materials, documents, data, and Work Product to C&H in accordance with Section 6.4 of this Engagement Letter. The obligations set forth in Sections 6, 7, and 8 shall survive termination of this engagement.

10. Governing Law

This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law provisions. Any dispute arising out of or relating to this Engagement Letter shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and the parties hereby consent to the personal jurisdiction and venue of such courts.

11. Acceptance and Counterparts

If the terms and conditions set forth in this Engagement Letter are acceptable to you, please sign and return a copy of this letter to the undersigned at your earliest convenience to confirm your acceptance of the engagement. A scanned copy transmitted by email shall be sufficient for purposes of confirming acceptance, although we request that you also return an original executed copy by mail or courier for our records.

This Engagement Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by electronic signature (including, without limitation, PDF or Brightwater Software) shall be deemed valid and effective for all purposes.

We look forward to working with you on this matter and are confident that your expertise will be invaluable in connection with the investigation. Should you have any questions regarding the terms of this Engagement Letter or the scope of the engagement, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Catherine Bloom, Partner 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Direct: (713) 555-8427

Email: catherine.bloom@calderwoodharkness.com

AGREED AND ACCEPTED:

By executing this Engagement Letter below, the undersigned confirms that he has read and understood the terms and conditions set forth herein and agrees, on behalf of Whitfield Economic Advisors LLC, to be bound by such terms and conditions.

WHITFIELD ECONOMIC ADVISORS LLC

By: ________

Name: Dr. Leonard Whitfield

Title: Principal

Date: ________

cc: (via email)

Martin Llewellyn, General Counsel, Dunmore Energy Holdings Ltd. Alan Ngo, Partner, Calderwood & Harkness LLP Hannah Brinkley, Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Tel: (713) 555-8400
Fax: (713) 555-8401
www.calderwoodharkness.com
PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT ATTORNEY-CLIENT PRIVILEGED COMMUNICATION
July 10, 2023
VIA EMAIL AND Sundial Data Systems
Dr. Leonard Whitfield Principal Whitfield Economic Advisors LLC 1700 Pennsylvania Avenue NW, Suite 550 Washington, D.C. 20006
Re: Engagement of Whitfield Economic Advisors LLC as Expert Economic Consultant
Matter: Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC — FERC Office of Enforcement Investigation, Docket No. IN23-7-000
C&H Matter Number: 1016-00004
C&H Billing Code: 71420.00001
Dear Dr. Whitfield:
We write to confirm the terms and conditions of the engagement of Whitfield Economic Advisors LLC ("WEA") by Calderwood & Harkness LLP ("C&H" or "the Firm") to serve as an expert economic consultant in connection with the above-referenced matter. This letter, once countersigned by you, shall constitute the binding agreement between C&H and WEA governing the terms of this engagement (this "Engagement Letter").
1. Purpose of Engagement
Calderwood & Harkness LLP, on behalf of its clients Dunmore Energy Holdings Ltd. ("DEH") and Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients"), hereby retains Whitfield Economic Advisors LLC to provide expert economic analysis, consulting services, and testimony support in connection with a non-public investigation by the Federal Energy Regulatory Commission ("FERC"), Office of Enforcement ("OE"), captioned as Docket No. IN23-7-000. The Firm serves as outside counsel to the Clients in this matter and has authority to retain expert consultants on their behalf.
WEA is retained through C&H as litigation counsel, and this engagement is structured expressly to preserve the protections of the attorney-client privilege and the attorney work product doctrine. Accordingly, all work product, analyses, draft and final reports, memoranda, data compilations, models, spreadsheets, communications, and other materials prepared or generated by WEA in connection with this engagement (collectively, "Work Product") are to be directed to and through C&H as litigation counsel. WEA shall not provide Work Product directly to the Clients or to any other person or entity except at C&H's express direction.
This engagement shall be effective as of the date of this letter, July 10, 2023, and shall continue until such time as the matter is resolved, the engagement is terminated by either party upon written notice in accordance with Section 9 of this Engagement Letter, or the Firm otherwise notifies WEA in writing that the engagement has concluded. It is anticipated that WEA's services may extend through the conclusion of any administrative proceedings before FERC arising out of Docket No. IN23-7-000, including any settlement negotiations, although the scope and duration of the engagement may be adjusted by mutual agreement as circumstances warrant.
2. Background of the Matter
To provide context for the scope of WEA's engagement, we set forth below a summary of the matter and the principal parties involved. This summary is provided for informational purposes and does not constitute, nor should it be construed as, C&H's legal analysis or assessment of the merits of the investigation. Additional factual background and documentation will be furnished to WEA as the engagement progresses.
2.1 The Clients.
Dunmore Energy Holdings Ltd. ("DEH") is a Cayman Islands-domiciled private energy holding company with substantial operations in the United States. DEH's principal U.S. office is located at 2200 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. DEH's Employer Identification Number is 98-1347562. Through its subsidiaries, DEH owns and operates a diversified portfolio of electricity generation assets and engages in wholesale power marketing and trading across multiple U.S. organized wholesale electricity markets.
DEH's U.S. net generation capacity totals approximately 4,280 megawatts ("MW"), comprised of approximately 2,650 MW of natural gas-fired generation, 1,130 MW of wind generation, and 500 MW of solar generation. These assets are located across multiple states within the Midcontinent Independent System Operator ("MISO") and other regional transmission organization footprints.
Dunmore Power Trading LLC ("DPT") is DEH's wholly owned power marketing subsidiary, organized as a Delaware limited liability company. DPT's Employer Identification Number is 82-4519763. DPT holds market-based rate authorization from FERC under Docket No. ER05-1128-000, which authorizes DPT to sell energy, capacity, and ancillary services at market-based rates in wholesale markets, subject to the conditions and limitations set forth in its market-based rate tariff and FERC's regulations.
DPT actively participates as a market participant in the MISO organized wholesale electricity markets, including the Day-Ahead energy market, the Real-Time energy market, and the Financial Transmission Rights ("FTR") market. During the period at issue in this investigation (defined below), DPT's MISO trading desk comprised fourteen (14) traders. For fiscal year 2022, DPT's total MISO trading volume was approximately 18.4 million megawatt-hours ("MWh"), and DPT reported total MISO-related revenue of approximately $614 million.
2.2 The FERC Investigation.
FERC's Office of Enforcement has opened a non-public investigation, designated as Docket No. IN23-7-000, into DPT's bidding behavior in the MISO Day-Ahead and Real-Time energy markets at the Indiana Hub and Minnesota Hub pricing nodes during the period from January 3, 2022 through March 17, 2023 (approximately fourteen and one-half (14.5) months) (the "Relevant Period").
The investigation was initiated following a referral from Velthorn Market Analytics, Inc., which serves as the Independent Market Monitor ("IMM") for MISO. The referral, dated April 3, 2023, was transmitted by Dr. Patricia Engel, President of Velthorn Market Analytics, to FERC's Office of Enforcement. We understand the referral identified certain patterns in DPT's Day-Ahead generation offers and virtual trading activity at the Indiana Hub and Minnesota Hub that Velthorn characterized as potentially manipulative.
Following receipt of the Velthorn referral, FERC Staff issued a preliminary inquiry letter to DPT dated May 22, 2023, requesting certain trading data and information. Subsequently, on June 12, 2023, the Commission issued a formal non-public order of investigation pursuant to Section 307(a) of the Federal Power Act (16 U.S.C. § 825f(a)) and 18 C.F.R. § 1b.5, authorizing FERC Staff to conduct a formal investigation into DPT's trading activities during the Relevant Period.
2.3 FERC Staff's Allegations.
Based on the preliminary inquiry letter and subsequent communications from FERC Staff, we understand that FERC Staff alleges that DPT engaged in manipulative trading activity in violation of Section 222 of the Federal Power Act (16 U.S.C. § 824v) and the Commission's Anti-Manipulation Rule, 18 C.F.R. § 1c.2. Specifically, FERC Staff's preliminary allegations center on the theory that DPT submitted uneconomic Day-Ahead generation offers at the Indiana Hub at prices substantially below marginal cost — including negative-priced offers — for the purpose of artificially influencing congestion patterns and Day-Ahead locational marginal prices ("LMPs") at the Indiana Hub, thereby benefiting DPT's FTR positions and virtual trading positions at connected nodes, including the Minnesota Hub.
The precise contours of FERC Staff's theory continue to develop, and we anticipate receiving additional detail as the investigation progresses. WEA's analysis will be directed toward evaluating the economic merits of these allegations and providing an independent economic assessment of DPT's trading behavior during the Relevant Period.
3. Scope of Expert Services
WEA shall provide expert economic analysis, opinions, and testimony support in the areas described below. The scope of services may be expanded or refined by mutual agreement as the engagement progresses and as additional facts and materials become available. All services shall be performed in accordance with generally accepted principles of economic analysis and consistent with WEA's independent professional judgment.
3.1 Analysis of DPT Day-Ahead Bidding Conduct
WEA shall evaluate DPT's Day-Ahead generation offers at the Indiana Hub during the Relevant Period, with particular attention to offers priced at negative levels. FERC Staff has preliminarily alleged that DPT submitted Day-Ahead generation offers at the Indiana Hub at prices ranging from negative fifteen dollars per megawatt-hour (-$15/MWh) to negative forty dollars per megawatt-hour (-$40/MWh) during various intervals within the Relevant Period. WEA shall conduct a comprehensive analysis of the economic characteristics of these offers.
In particular, WEA shall assess whether DPT's negative Day-Ahead offers were consistent with legitimate portfolio optimization strategies, including but not limited to strategies reflecting opportunity costs, production tax credit ("PTC") monetization for wind generation assets, renewable energy certificate ("REC") value capture, contractual minimum generation commitments, start-up and shut-down cost avoidance, and other recognized economic justifications for below-marginal-cost or negative-priced offers in organized wholesale electricity markets.
WEA shall analyze the approximately 2,840 gigawatt-hours ("GWh") of Day-Ahead generation offers that FERC Staff has characterized as "uneconomic" during the Relevant Period, including a granular assessment of the offer prices, volumes, timing, duration, and market conditions associated with each such offer. WEA shall provide an independent assessment of the economic rationality of DPT's Day-Ahead bidding behavior, evaluated on a standalone basis and independent of any cross-product positions (including, without limitation, FTR positions and virtual trading positions). This standalone analysis is intended to demonstrate that DPT's Day-Ahead offers had independent economic justification irrespective of any benefits that may have accrued to other segments of DPT's portfolio.
3.2 FTR Position Analysis
WEA shall analyze DPT's Financial Transmission Rights portfolio during and around the Relevant Period. FERC Staff's preliminary analysis has attributed a notional value of approximately $47.3 million to DPT's FTR positions that FERC Staff contends are relevant to the alleged manipulation scheme.
WEA shall evaluate the timing of DPT's FTR acquisitions relative to the Relevant Period, with specific attention to whether FTR positions were acquired well in advance of the alleged scheme period as routine hedging instruments associated with DPT's physical generation and load-serving activities, or whether the timing and sizing of FTR acquisitions are consistent with the manipulative scheme alleged by FERC Staff.
WEA shall assess the relationship, or the lack thereof, between DPT's FTR positions and its Day-Ahead bidding conduct at the Indiana Hub. This analysis shall include an evaluation of the directional alignment (or misalignment) between FTR paths and congestion patterns allegedly influenced by DPT's Day-Ahead offers, as well as an assessment of the economic significance of any observed correlation in light of prevailing market conditions and transmission topology.
Additionally, WEA shall determine whether DPT's FTR acquisitions and holdings during the Relevant Period were consistent with standard industry hedging practices employed by similarly situated generation-owning wholesale power marketers in MISO and other organized wholesale electricity markets. WEA may draw on its expertise and familiarity with FTR market practices to benchmark DPT's FTR portfolio characteristics against industry norms.
3.3 Virtual Transaction Analysis
WEA shall analyze DPT's Real-Time virtual positions — specifically, Increment Offers ("INCs") and Decrement Bids ("DECs") — at the Minnesota Hub during the Relevant Period. FERC Staff has identified approximately 1,620 GWh of virtual transactions submitted by DPT at the Minnesota Hub that FERC Staff contends were part of the alleged manipulation scheme.
WEA shall evaluate whether DPT's virtual transactions at the Minnesota Hub amplified congestion differentials between the Indiana Hub and the Minnesota Hub, or whether such virtual transactions were economically independent of the congestion patterns observed during the Relevant Period. WEA's analysis shall consider, among other things, the direction and magnitude of DPT's virtual positions, the prevailing spread between Day-Ahead and Real-Time prices at the Minnesota Hub, and whether the virtual transactions were consistent with standard virtual trading strategies pursued by market participants seeking to profit from anticipated Day-Ahead/Real-Time price convergence.
3.4 Market Impact Assessment and Rebuttal of FERC Staff's Unjust Profits Calculation
WEA shall provide an independent estimate of any actual market impact attributable to DPT's trading activity during the Relevant Period. This analysis shall employ accepted economic methodologies to isolate, to the extent possible, the price and congestion effects, if any, of DPT's specific bidding behavior from other factors influencing market outcomes during the same period.
WEA shall develop a rigorous economic analysis to rebut FERC Staff's preliminary estimate that DPT earned $12.8 million in unjust profits as a result of the alleged manipulation scheme. WEA's rebuttal analysis may include, among other elements, an assessment of the methodological assumptions underlying FERC Staff's unjust profits calculation, identification of errors or omissions in FERC Staff's analysis, and the development of alternative "but-for" scenarios that more accurately reflect market conditions absent DPT's participation.
In conducting this analysis, WEA shall specifically analyze the role of transmission outage events during the Relevant Period in driving congestion patterns at the Indiana Hub. Multiple planned and unplanned transmission outages occurred during the Relevant Period, and WEA shall assess the extent to which those events, rather than any individual market participant's bidding behavior, were responsible for the congestion patterns observed at the Indiana Hub and the corresponding price differentials between the Indiana Hub and the Minnesota Hub. WEA shall quantify, to the extent feasible, the relative contribution of transmission infrastructure events versus market participant bidding behavior to the observed congestion patterns, and shall assess the implications of this decomposition for FERC Staff's unjust profits calculation.
3.5 Physical-Financial Coordination Analysis
WEA shall analyze the relationship, if any, between DPT's wholesale electricity trading activity and the natural gas pipeline nominations conducted through Dunmore Midstream Partners LP ("DMP"), another subsidiary of DEH. DMP's Employer Identification Number is 47-8831205. FERC Staff may contend that DPT coordinated its gas nominations through DMP with its wholesale electricity trading activity as part of the alleged manipulation scheme or to mask the true marginal costs of DPT's gas-fired generation assets.
WEA shall evaluate whether the timing and volume of gas nominations made by or through DMP during the Relevant Period were consistent with standard operational practices in the natural gas and electricity industries, including the customary scheduling and nomination cycles for interstate natural gas transportation. WEA shall further assess whether any observed patterns in gas nominations are indicative of coordination to suppress the apparent marginal cost of gas-fired generation, or whether such patterns are better explained by routine operational and logistical factors.
3.6 Expert Report and Testimony Support
WEA shall prepare a written expert report (the "Expert Report") setting forth WEA's analysis, methodology, data sources, assumptions, and conclusions with respect to the matters described in Sections 3.1 through 3.5 above. The Expert Report shall be of a quality and scope suitable for submission to FERC's Office of Enforcement in connection with the investigation or in any administrative proceeding that may arise from the investigation, including any proceeding before a FERC Administrative Law Judge or the Commission itself.
WEA and Dr. Whitfield shall be available to provide oral testimony or testimony support as reasonably needed in connection with the investigation or any resulting administrative proceedings. Such testimony support may include, without limitation, preparation for and attendance at Staff interviews, preparation of rebuttal analyses in response to FERC Staff expert submissions, and live testimony in any administrative hearing. The schedule for preparation of the Expert Report and any testimony will be coordinated between WEA and C&H as the matter progresses.
All Expert Reports, draft reports, analyses, working papers, and related materials shall be submitted to and through C&H counsel, and shall not be provided directly to the Clients, FERC, or any other party without C&H's express prior written authorization.
4. Key Client Personnel and Data Access
In connection with WEA's analysis, WEA may need to interact with certain personnel of DEH and DPT to obtain relevant factual information, trading data, and operational context. All such contacts shall be coordinated through and conducted in the presence of C&H counsel to preserve the attorney-client privilege and work product protections applicable to this engagement. The following Dunmore personnel have been identified as individuals with whom WEA may need to communicate:
•  Derek Sung, Senior Vice President, Power Marketing & Trading, DPT — Mr. Sung serves as the supervisor of DPT's MISO trading desk and has overall responsibility for DPT's MISO Day-Ahead and Real-Time trading operations during the Relevant Period.
•  Kyle Renfro, Senior Trader, MISO Day-Ahead Desk, DPT — Mr. Renfro was the lead trader responsible for Day-Ahead generation offers at the Indiana Hub during the Relevant Period.
•  Anastasia Petrov, Trader, MISO Real-Time Desk, DPT — Ms. Petrov was responsible for virtual trading activity, including INC offers and DEC bids, at the Minnesota Hub during the Relevant Period.
•  Rhonda Vasquez, Vice President, Regulatory Affairs, DEH — Ms. Vasquez oversees DEH's regulatory compliance and government affairs functions and has been designated as DEH's principal liaison with C&H on regulatory matters related to the investigation.
•  Jennifer Caulfield, Chief Compliance Officer, DEH — Ms. Caulfield is responsible for DEH's corporate compliance program, including compliance with FERC's market rules and regulations, and can provide information regarding DEH's internal compliance policies and procedures relevant to the investigation.
C&H will facilitate WEA's access to relevant trading data, including but not limited to MISO Day-Ahead and Real-Time offer and bid data, settlement records, FTR portfolio documentation (including FTR acquisition records, position reports, and settlement statements), gas nomination schedules and confirmations, trader communications, compliance logs, and such other materials as may be necessary for WEA to perform its analysis. C&H will work with the Clients to collect, organize, and produce these materials to WEA in an efficient manner.
All data requests by WEA to Dunmore personnel, and all communications between WEA and Dunmore personnel, shall be made through C&H to maintain the attorney-client privilege and work product protections applicable to this engagement. WEA shall not contact any Dunmore employee or agent directly without the prior knowledge and consent of C&H.
5. Compensation and Billing
5.1 Professional Fees. WEA's professional fees for the services described in this Engagement Letter shall be billed on an hourly basis at the rate of Four Hundred Seventy-Five Dollars ($475.00) per hour for the services of Dr. Leonard Whitfield. This rate reflects Dr. Whitfield's qualifications, experience, and expertise in the fields of energy economics, wholesale electricity market design, and regulatory enforcement matters.
In the event that WEA determines that additional WEA staff members are needed to assist with the engagement, the hourly rates for such additional staff shall be agreed upon in writing between WEA and C&H prior to such staff members incurring any billable time on the matter. C&H reserves the right to approve or decline the involvement of any additional WEA personnel on this engagement.
5.2 Invoicing. WEA shall submit monthly invoices to C&H for professional fees and reimbursable expenses incurred during the preceding calendar month. All invoices shall be directed to:
Alan Ngo, Billing Partner Calderwood & Harkness LLP 1001 Fannin Street, Suite 4200 Houston, Texas 77002
Email: alan.ngo@calderwoodharkness.com
Each invoice shall include detailed time entries setting forth, at a minimum, the date on which services were performed, a description of the services rendered (in sufficient detail to permit review and evaluation by C&H), the name of the timekeeper performing the services, and the number of hours expended. Time shall be recorded in increments of one-tenth (0.1) of an hour. Invoices shall be accompanied by receipts or other supporting documentation for any reimbursable expenses.
5.3 Expenses. Reasonable out-of-pocket expenses incurred by WEA in connection with this engagement shall be reimbursed at cost. Reimbursable expenses may include, without limitation, travel expenses (coach airfare, hotel, ground transportation, and meals), costs of data acquisition from third-party sources, fees for specialized software or analytical tools required for the engagement, copying and printing costs, and courier or delivery charges. All expenses exceeding One Thousand Dollars ($1,000.00) individually shall require prior written approval from C&H before being incurred.
5.4 Payment Terms. Payment of WEA's invoices shall be due within thirty (30) days of C&H's receipt of invoice (Net 30). C&H shall use reasonable efforts to process invoices promptly upon receipt. In the event of any dispute regarding an invoice, C&H shall notify WEA in writing of the disputed items within fifteen (15) days of receipt, and the parties shall work in good faith to resolve any such dispute. Undisputed amounts shall remain payable within the thirty (30)-day payment period.
5.5 Billing Code. All invoices and billing correspondence related to this engagement shall reference C&H billing code 71420.00001.
6. Privilege and Confidentiality
6.1 Privilege Protections. WEA is retained as a consulting expert through C&H as litigation counsel, and the parties intend that all WEA Work Product — including, without limitation, analyses, draft and final reports, data compilations, models, spreadsheets, memoranda, notes, and oral and written communications between WEA and C&H — shall be protected under the attorney work product doctrine and, to the fullest extent applicable, the attorney-client privilege. WEA acknowledges the importance of maintaining these privilege protections and agrees to cooperate with C&H in taking all reasonable steps to preserve them.
6.2 Non-Disclosure. WEA shall not disclose any information relating to this engagement — including, without limitation, the existence of the engagement, the identity of the Clients, the nature of the matter, or any facts, data, analyses, or conclusions developed in the course of the engagement — to any third party without the prior written consent of C&H. This obligation extends to all WEA personnel, agents, and subcontractors who may have access to information relating to this engagement.
6.3 Restrictions on Communications. WEA shall not communicate directly with FERC Staff, FERC Commissioners, FERC advisory staff, MISO, Velthorn Market Analytics, Inc. (or any of its personnel, including Dr. Patricia Engel), or any other regulatory body, market participant, or third party regarding this engagement, the underlying investigation, or any matter related thereto, without C&H's prior written authorization. All communications with external parties regarding this matter shall be conducted by or through C&H.
6.4 Document Ownership and Return. All documents, data, materials, and information provided to WEA by C&H or by the Clients at C&H's direction remain the property of DEH and DPT. Upon conclusion or termination of this engagement, or upon C&H's earlier request, WEA shall promptly return all such documents and data to C&H, or, at C&H's direction, shall destroy all copies of such documents and data in WEA's possession, custody, or control (including electronic copies) and shall certify in writing that such destruction has been completed. WEA shall not retain any copies of client documents or data following the conclusion of the engagement except with C&H's express written consent.
6.5 Non-Public Investigation. WEA acknowledges that the FERC investigation designated as Docket No. IN23-7-000 is non-public in nature, conducted pursuant to 18 C.F.R. Part 1b, and that the existence and substance of the investigation are subject to the confidentiality protections set forth in FERC's regulations. WEA agrees to maintain the confidentiality of all non-public investigation materials, including but not limited to FERC Staff data requests, investigative correspondence, documents produced by the Clients in response to FERC Staff requests, and any other materials designated as non-public or confidential in connection with the investigation. WEA further agrees to comply with any confidentiality orders or protective orders issued by FERC in connection with the investigation.
7. Conflicts of Interest
WEA represents and warrants that it has conducted a thorough conflicts check prior to entering into this engagement and has determined that it has no current engagement, client relationship, financial interest, or other relationship that would create a conflict of interest with respect to the services to be provided under this Engagement Letter.
Without limiting the generality of the foregoing, WEA specifically confirms that it does not currently represent, and has not within the past two (2) years represented, any of the following entities or persons in connection with any matter: (i) FERC or any division or office thereof, including the Office of Enforcement; (ii) MISO or any affiliate thereof; (iii) Velthorn Market Analytics, Inc., or any principal or employee thereof, including Dr. Patricia Engel; or (iv) any MISO market participant that has been, or is currently, adverse to DEH or DPT in connection with any matter relating to MISO market manipulation investigations, FERC enforcement proceedings, or related disputes.
WEA shall promptly notify C&H in writing if, at any time during the course of this engagement, WEA becomes aware of any potential or actual conflict of interest, including any new engagement or relationship that could reasonably be perceived as creating a conflict with WEA's obligations under this Engagement Letter. Upon receipt of such notification, C&H and WEA shall consult in good faith to determine whether the conflict can be resolved or whether termination of the engagement is necessary.
8. Independent Expert Status
WEA is retained as an independent expert consultant, and nothing in this Engagement Letter shall be construed to create an employment, partnership, joint venture, or agency relationship between WEA and C&H, or between WEA and DEH, DPT, or any of their respective affiliates, officers, directors, employees, or agents. WEA is not an employee of C&H or of any Client entity, and WEA shall be solely responsible for all taxes, insurance, and other obligations arising from its receipt of compensation under this Engagement Letter.
WEA shall exercise its independent professional judgment in forming the opinions and conclusions set forth in any Expert Report or testimony provided in connection with this engagement. C&H and the Clients do not direct, and shall not attempt to direct, the substance of WEA's expert opinions or conclusions. While C&H may provide legal guidance regarding the scope of WEA's analysis, identify relevant legal standards and frameworks, direct WEA's attention to particular facts or data, and offer comments on drafts of WEA's work product, the ultimate analytical conclusions and expert opinions expressed by WEA shall reflect WEA's own independent professional judgment.
9. Termination
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. C&H may also terminate this engagement immediately upon written notice in the event of a material breach by WEA of any provision of this Engagement Letter, including but not limited to the confidentiality, privilege, or conflicts of interest provisions set forth herein.
In the event of termination, whether by C&H or by WEA, WEA shall be entitled to compensation for all professional services rendered and all reimbursable expenses properly incurred through the effective date of termination, subject to the billing and invoicing requirements set forth in Section 5. WEA shall submit a final invoice within thirty (30) days of the effective date of termination.
Upon termination, WEA shall promptly return all client materials, documents, data, and Work Product to C&H in accordance with Section 6.4 of this Engagement Letter. The obligations set forth in Sections 6, 7, and 8 shall survive termination of this engagement.
10. Governing Law
This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law provisions. Any dispute arising out of or relating to this Engagement Letter shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and the parties hereby consent to the personal jurisdiction and venue of such courts.
11. Acceptance and Counterparts
If the terms and conditions set forth in this Engagement Letter are acceptable to you, please sign and return a copy of this letter to the undersigned at your earliest convenience to confirm your acceptance of the engagement. A scanned copy transmitted by email shall be sufficient for purposes of confirming acceptance, although we request that you also return an original executed copy by mail or courier for our records.
This Engagement Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by electronic signature (including, without limitation, PDF or Brightwater Software) shall be deemed valid and effective for all purposes.
We look forward to working with you on this matter and are confident that your expertise will be invaluable in connection with the investigation. Should you have any questions regarding the terms of this Engagement Letter or the scope of the engagement, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Catherine Bloom, Partner 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Direct: (713) 555-8427
Email: catherine.bloom@calderwoodharkness.com
AGREED AND ACCEPTED:
By executing this Engagement Letter below, the undersigned confirms that he has read and understood the terms and conditions set forth herein and agrees, on behalf of Whitfield Economic Advisors LLC, to be bound by such terms and conditions.
WHITFIELD ECONOMIC ADVISORS LLC
By: ________
Name: Dr. Leonard Whitfield
Title: Principal
Date: ________
cc: (via email)
Martin Llewellyn, General Counsel, Dunmore Energy Holdings Ltd. Alan Ngo, Partner, Calderwood & Harkness LLP Hannah Brinkley, Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law 1001 Fannin Street, Suite 4200 Houston, Texas 77002 Tel: (713) 555-8400

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

WHITFIELD ECONOMIC ADVISORS LLC

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