1016-00004 · Dunmore Energy Holdings · Pre-Engagement

engagement-letter.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue New York, NY 10022

Houston Office 1001 Fannin Street, Suite 4200 Houston, TX 77002 Telephone: (713) 554-8000 Facsimile: (713) 554-8001

May 24, 2023

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Martin Llewellyn, Esq. General Counsel Dunmore Energy Holdings Ltd. 2200 Post Oak Boulevard, Suite 3100 Houston, TX 77056

Re: Engagement of Calderwood & Harkness LLP — FERC Office of Enforcement Preliminary Inquiry, Docket No. IN23-7-000

Dear Martin:

1. Introduction and Purpose

Thank you for selecting Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") to represent Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary, Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients"), in connection with the pending preliminary inquiry initiated by the Federal Energy Regulatory Commission, Office of Enforcement ("FERC OE"). We are pleased to have the opportunity to work with you and your team on this important matter.

As you are aware, FERC OE issued a preliminary inquiry letter dated May 22, 2023, addressed to Dunmore Power Trading LLC, concerning DPT's trading activity in the Midcontinent Independent System Operator ("MISO") Day-Ahead and Real-Time energy markets. That inquiry has been assigned FERC Docket No. IN23-7-000. This engagement letter sets forth the terms and conditions under which C&H will represent the Clients in connection with the foregoing inquiry, including any proceedings that may arise from or relate to it.

The Responsible Partner for this engagement will be Catherine Bloom, a partner in C&H's New York office. The Billing Partner will be Alan Ngo, a partner in C&H's Houston office. This engagement is accepted by C&H's Houston office, located at 1001 Fannin Street, Suite 4200, Houston, TX 77002, which will serve as the principal office for the day-to-day management of this matter.

We ask that you please review this letter carefully and, if the terms set forth herein are acceptable, countersign and return a copy to us as described in Section 16 below.

2. Identity of the Clients

For purposes of this engagement, the Clients are identified as follows:

(a) Dunmore Energy Holdings Ltd. — an exempted company incorporated under the laws of the Cayman Islands, with its registered office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands, and its principal United States office at 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056. Employer Identification Number: 98-1347562.

(b) Dunmore Power Trading LLC — a Delaware limited liability company, with its registered agent at Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801, and its principal office at 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056. Employer Identification Number: 82-4519763.

C&H does not represent, and this engagement letter does not extend to, any other Dunmore affiliate, subsidiary, parent, portfolio company, officer, director, trader, or employee, whether in their corporate or individual capacity, unless separately agreed in writing. Without limiting the generality of the foregoing, this engagement specifically does not extend to the representation of:

• Dunmore Midstream Partners LP;

• Pendleton Capital Partners, LP;

• Greenvale Infrastructure Fund III;

• Harcourt Family Trust; or

• any individual officer, director, trader, employee, or agent of DEH or DPT in his or her personal or individual capacity.

If circumstances arise during the course of this engagement in which it becomes advisable for any individual officer, director, trader, or employee of DEH or DPT to obtain separate individual counsel, C&H will advise you promptly of that circumstance. Any separate representation of an individual would require an independent determination of conflicts and a separate written engagement agreement.

You have confirmed that you, Martin Llewellyn, in your capacity as General Counsel of DEH, are authorized to act on behalf of both DEH and DPT for all purposes in connection with this engagement, including without limitation the provision of instructions, authorizations, approvals, and consents on behalf of both entities.

3. Scope of Engagement

C&H's engagement is limited to the representation of DEH and DPT in connection with the following matters:

(a) The FERC Office of Enforcement preliminary inquiry initiated by letter dated May 22, 2023, assigned Docket No. IN23-7-000;

(b) Any formal non-public investigation that may arise from or succeed the preliminary inquiry, including any order of investigation issued by FERC or its designee under 18 C.F.R. Part 1b, and any continuation or expansion of FERC Docket No. IN23-7-000;

(c) Responding to data requests, interrogatories, requests for documents and information, subpoenas, and other compulsory or voluntary process issued by FERC OE or FERC Staff in connection with the investigation;

(d) Preparing for and attending any investigative testimony of DEH or DPT personnel conducted pursuant to 18 C.F.R. § 1b.12, including the preparation of witnesses, review of prior transcripts, and representation of the entity designee during such proceedings;

(e) Analyzing and responding to any preliminary findings letters, staff reports, or Notices of Alleged Violations issued by FERC OE or FERC Staff;

(f) Negotiating with FERC Staff regarding any potential resolution of the investigation, including the negotiation and drafting of any consent agreement, stipulation and consent agreement, or other form of settlement;

(g) If necessary, representing DEH and DPT in any administrative proceeding before a FERC Administrative Law Judge, including proceedings initiated by an Order to Show Cause or Order Assessing Civil Penalties, or in any proceeding before the Commission itself; and

(h) Providing related legal advice and counsel to the Clients regarding the foregoing matters.

The scope of this engagement relates specifically to the FERC OE investigation concerning DPT's trading activity in the MISO Day-Ahead and Real-Time energy markets, including alleged conduct at the Indiana Hub and Minnesota Hub pricing nodes during the periods specified in the preliminary inquiry letter. The applicable legal and regulatory framework for the investigation includes, but is not limited to, Section 222 of the Federal Power Act, 16 U.S.C. § 824v (prohibition of manipulation), the Commission's Anti-Manipulation Rule at 18 C.F.R. § 1c.2, and the Commission's regulations governing investigations at 18 C.F.R. Part 1b. We also note that DPT holds market-based rate authorization from the Commission under FERC Docket No. ER05-1128-000, and to the extent that authorization is implicated by the investigation, our representation will encompass advice and advocacy with respect thereto.

This engagement does not include representation of the Clients in any collateral or ancillary matters that may arise from or relate to the FERC investigation, including without limitation:

• Securities law matters, including any inquiries from the U.S. Securities and Exchange Commission or private securities litigation;

• Federal or state tax matters;

• Insurance coverage disputes or claims under any directors' and officers' liability policy or errors and omissions policy;

• Commodity Futures Trading Commission or state public utility commission inquiries or proceedings;

• Any civil litigation initiated by market participants, counterparties, or other third parties; or

• Any other regulatory matters not specifically described in this Section 3.

Should any such collateral matters arise, we would be happy to discuss whether C&H might be engaged to assist, subject to a separate written engagement agreement and an independent assessment of conflicts. Alternatively, we would be pleased to assist you in identifying qualified counsel in the relevant practice area.

In the course of this engagement, C&H may recommend the retention of expert consultants (including energy economists, market analysts, or trading experts), compliance advisors, e-discovery vendors, forensic data analysts, or other professionals whose services we believe would benefit the Clients' defense. Any such retention will be subject to the Clients' prior approval, and the terms of engagement of any such third party will be set forth in a separate agreement between the third party and the Clients (or, where appropriate, between the third party and C&H, with costs passed through to the Clients as described in Section 7 below).

4. Staffing

The C&H attorneys assigned to this engagement at the outset are as follows:

(a) Catherine Bloom — Partner (Responsible Partner). Catherine is based in C&H's New York office and will have overall responsibility for engagement strategy, client communications, and key filings and submissions. Catherine will personally lead all negotiations with FERC Staff regarding the resolution of the investigation, appear at significant conferences and hearings, and provide strategic direction to the engagement team. Catherine has extensive experience in FERC enforcement matters, energy market regulation, and complex administrative proceedings.

(b) Alan Ngo — Partner (Billing Partner). Alan is based in C&H's Houston office and will manage client billing, the financial aspects of the engagement, and certain substantive work. Alan will serve as the local partner responsible for day-to-day coordination with the Clients and will participate in client meetings, strategic planning sessions, and the supervision of the Houston-based associates. Alan brings significant experience in energy regulatory litigation and government enforcement matters.

(c) Hannah Brinkley — Lead Associate, Litigation (General). Hannah is a fourth-year associate based in C&H's Houston office with prior experience in FERC enforcement matters. Hannah will handle day-to-day case management, document production oversight, testimony preparation, and the drafting of written submissions, correspondence with FERC Staff, and legal memoranda. Hannah will serve as the primary day-to-day contact at the Firm for operational and logistical matters related to the engagement.

(d) Patrick Gallagher — Working Associate, Litigation (General). Patrick is a second-year associate based in C&H's Houston office. Patrick will support the engagement team with document review, legal research, drafting support, factual analysis, and preparation of chronologies and memoranda.

C&H reserves the right to assign additional attorneys, paralegals, litigation support personnel, or other staff to this engagement as needed to meet the demands of the matter. We will provide you with advance notice of any additional personnel assigned, together with their applicable billing rates, before such personnel commence work on the engagement. We will endeavor to maintain continuity of the engagement team to the greatest extent practicable, consistent with the Firm's staffing needs and the requirements of the matter.

5. Fees and Billing Rates

Fees for this engagement will be charged on an hourly basis, at the rates set forth below. These rates are the standard rates currently in effect for each timekeeper:

If paralegal or legal assistant time is required for this engagement, such time will be billed at rates ranging from $275 to $425 per hour, depending on the experience level and role of the individual. The specific rate for any paralegal or legal assistant assigned to the matter will be communicated to you at the time of assignment.

Hourly rates are subject to annual adjustment, typically effective on or about January 1 of each calendar year. We will provide you with advance written notice of any rate adjustments before they take effect. Adjusted rates will apply only to time recorded on or after the effective date of the adjustment.

C&H will bill for time spent on all engagement-related activities, including without limitation: attorney conferences (including intra-firm conferences and conferences with the Clients); written and oral correspondence with the Clients, FERC Staff, and third parties; legal research and analysis; drafting and revision of submissions, memoranda, data request responses, and other documents; review of documents for production; travel time (billed at 50% of the applicable attorney's hourly rate, unless the attorney is performing substantive work during travel, in which case full rates apply); testimony preparation and attendance; settlement negotiations; and appearances before the Commission, an Administrative Law Judge, or any court.

Based on our current understanding of the facts and circumstances of this matter — including the nature and scope of the FERC OE preliminary inquiry, the anticipated volume of documents and electronically stored information, the likely number of investigative testimonies, and the possibility of settlement negotiations — we estimate that total professional fees for this engagement will fall in the range of $1,500,000 to $2,800,000. This estimate is based on the following principal assumptions:

• The investigation proceeds through the preliminary inquiry phase and, potentially, into a formal non-public investigation;

• Document production will involve the collection, processing, review, and production of a substantial but manageable volume of electronically stored information from an estimated four to eight custodians;

• FERC OE will seek to conduct investigative testimony of approximately two to four DPT personnel;

• Settlement discussions with FERC Staff will occur and may involve multiple rounds of negotiation; and

• The matter does not proceed to a formal administrative hearing before an Administrative Law Judge.

This estimate is provided solely for the Clients' internal planning and budgeting purposes. It is not a cap, ceiling, guaranteed maximum, or fixed fee. Actual fees may be materially higher or lower than the estimated range depending on the course of the investigation, including the scope and volume of FERC's data requests, the number of testimonies, the complexity of the legal and factual issues presented, the duration of the investigation, and whether the matter proceeds to a formal hearing. If at any point during the engagement we believe that actual fees are likely to materially exceed the upper end of the estimated range, we will promptly advise you.

The foregoing estimate does not include costs of third-party experts, compliance consultants, e-discovery vendors, forensic analysts, or other out-of-pocket expenses, which are addressed separately in Section 7 below.

6. Retainer

Upon execution of this engagement letter, the Clients shall remit an advance retainer in the amount of $250,000 (Two Hundred Fifty Thousand Dollars) to Calderwood & Harkness LLP. The retainer should be remitted by wire transfer to C&H's client trust account in accordance with the wire transfer instructions that will be provided under separate cover (or, if enclosed herewith, as set forth in Enclosure A).

The retainer will be deposited into and held in C&H's Interest on Lawyers' Trust Account (IOLTA) in accordance with applicable rules of professional conduct. The retainer will remain the property of the Clients until applied against invoices for fees and expenses. We will apply the retainer against the final invoice or invoices issued in connection with this engagement, or, if the engagement concludes before the retainer has been fully applied, we will refund the unused balance to the Clients promptly upon conclusion of the engagement and resolution of all outstanding billing matters.

C&H reserves the right to request replenishment of the retainer if, during the course of the engagement, the retainer balance is substantially drawn down or if the scope or anticipated cost of the engagement increases materially. Any request for replenishment will be communicated to you in writing, and we will discuss the amount and timing of any such replenishment with you in advance.

7. Expenses and Disbursements

In addition to professional fees, the Clients will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses include, but are not limited to:

• Travel expenses: Airfare, hotel accommodations, ground transportation, meals, and incidental travel-related costs. Air travel will be at coach or economy class unless a specific trip warrants business class, which would be discussed with the client in advance. Hotel accommodations will be at standard business-class hotels;

• Court reporter and transcript fees: Fees for court reporters, videographers, and transcript production in connection with investigative testimony under 18 C.F.R. § 1b.12;

• Document reproduction and production costs: Costs associated with the physical or electronic reproduction, formatting, and production of documents to FERC OE, including printing, scanning, Bates-stamping, and media costs;

• E-discovery vendor fees: Fees charged by third-party e-discovery vendors for the collection, forensic imaging, processing, hosting, review platform access, analytics, and production of electronically stored information. We anticipate that an e-discovery vendor will need to be engaged early in this matter for document collection, processing, and hosting. We will recommend qualified vendors and work with you to select a vendor and negotiate favorable terms;

• Expert and consultant fees: Fees and expenses of expert consultants, including energy economists, market analysts, trading experts, and compliance advisors, to the extent retained with the Clients' approval. Such experts may be engaged under separate agreements directly with the Clients or, where appropriate, through C&H under a Kovel or similar arrangement to preserve privilege;

• Filing fees and regulatory charges: Any fees required for filings with FERC or other regulatory bodies;

• Overnight delivery and courier charges: Charges for Severin Partners LLC, Halcyon Partners LLC, messenger services, and similar delivery services;

• Long-distance telecommunications charges: Long-distance telephone, video-conferencing, and similar telecommunications charges attributable to the engagement; and

• Other reasonable expenses: Any other out-of-pocket costs reasonably incurred in connection with the engagement.

Where significant expenses are anticipated — particularly those involving the retention of experts or e-discovery vendors, or substantial travel commitments — we will communicate such anticipated expenses to you in advance where practicable and seek your approval before incurring them. Expenses will be itemized on our monthly invoices, as described in Section 8 below.

8. Billing and Payment Terms

C&H will render invoices for professional fees and expenses on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. Each invoice will include a summary description of the work performed during the billing period, the hours billed by each timekeeper (together with a brief narrative description of the services rendered by each timekeeper), and an itemization of expenses and disbursements incurred.

For internal accounting and billing purposes, this engagement has been assigned the following references:

• C&H Matter Number: 1016-00004

• C&H Billing Code: 71420.00001

Please reference these numbers in all correspondence regarding billing matters.

All invoices are due and payable within thirty (30) days of the invoice date. If the Clients require invoices to be submitted through an electronic billing system or in a particular format, please advise us at your earliest convenience so that we may accommodate those requirements.

C&H reserves the right to charge interest on any invoice balance that remains unpaid more than thirty (30) days after the invoice date, at a rate of 1.0% per month (12% per annum), or the maximum rate permitted by applicable law, whichever is lower. Interest will accrue from the date the payment was due until the date the payment is received.

Failure to pay invoices in a timely manner may, after written notice from C&H and a reasonable cure period of not less than fifteen (15) days, constitute grounds for C&H's withdrawal from the engagement, subject to the provisions of Section 13 below and any applicable rules of professional conduct and regulatory requirements.

If the Clients have any questions or concerns about any invoice, we encourage you to raise them promptly so that we can address them in a timely manner. We are committed to maintaining a transparent and cooperative billing relationship throughout this engagement.

9. Conflicts of Interest

C&H has conducted a conflicts check in accordance with the Firm's standard procedures and has determined that C&H is not currently representing any party whose interests are directly adverse to DEH or DPT in connection with this matter.

We understand that DEH's prior FERC regulatory counsel was Aldercroft & Beane LLP, located at 1875 K Street NW, Suite 600, Washington, D.C. 20006 (Warren Aldercroft, named partner). We further understand that Aldercroft & Beane was unable to represent Dunmore in this enforcement proceeding due to a conflict of interest arising from its concurrent representation of another MISO market participant that is also the subject of a separate investigation by FERC OE. We have taken note of this circumstance and have confirmed that C&H does not represent the entity whose interests gave rise to Aldercroft & Beane's conflict, nor do we represent any other party to the FERC OE investigation in Docket No. IN23-7-000.

C&H does not currently represent any other party to the FERC OE investigation, any party whose interests are adverse to DEH or DPT in connection with FERC Docket No. IN23-7-000, or any entity that is a subject or target of the same investigation.

As you are aware, C&H is a large, full-service law firm representing numerous clients across many practice areas and industries, including clients in the energy sector and clients that are participants in MISO, PJM, SPP, and other organized wholesale electricity markets. We ask that the Clients consent to C&H's continued representation of such other clients in matters that are unrelated to this engagement, including matters involving energy trading, FERC regulatory compliance, market-based rate authorizations, and other energy regulatory matters, provided that C&H does not represent any such client in a matter that is directly adverse to DEH or DPT in connection with FERC Docket No. IN23-7-000 or any proceeding arising therefrom. Nothing in this engagement letter shall be construed as limiting C&H's ability to represent other clients in unrelated matters, even if such clients are in the same industry as the Clients or participate in the same wholesale electricity markets.

If an actual conflict of interest arises during the course of this engagement — for example, if C&H is asked to represent another client in a matter that is directly adverse to DEH or DPT in connection with this investigation — C&H will promptly notify you and discuss appropriate measures. Such measures may include obtaining informed written consent from all affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 13 below.

10. Confidentiality and Privilege

All communications between C&H and the Clients in connection with this engagement are intended to be privileged and confidential, protected by the attorney-client privilege, the attorney work product doctrine, the common interest privilege (where applicable), and any other protections available under applicable law and regulation. C&H will take reasonable steps to safeguard the confidentiality of all information provided by the Clients and all work product generated by C&H in the course of the engagement.

We wish to emphasize the non-public nature of the FERC OE investigation. Under 18 C.F.R. Part 1b, FERC OE investigations are non-public, and both FERC Staff and the subjects of such investigations are subject to confidentiality obligations. The existence, scope, and substance of the investigation should not be disclosed to persons who do not have a legitimate need to know, including officers, directors, employees, and agents of the Clients who are not directly involved in the response to the investigation. To the extent that disclosure is required by applicable law or regulation — including, for example, any obligation to disclose the existence of the investigation in filings with a securities regulatory authority or in the Clients' financial statements — such disclosure should be made only after consultation with C&H and, where applicable, the Clients' securities counsel.

We request that the Clients take steps to preserve the confidentiality of privileged communications by limiting the distribution of legal advice, memoranda, and attorney-client communications to those individuals within the Clients' organization who have a need to know. Where privileged communications must be shared with individuals outside the C&H-Client relationship — for example, with outside auditors, financial advisors, or board members — we recommend that appropriate steps be taken to preserve the privilege, such as the use of common interest agreements or the marking of communications as privileged and confidential.

In connection with any document production to FERC OE, C&H will implement procedures to identify and protect privileged and confidential information, including the preparation of a privilege log for any documents withheld from production on grounds of attorney-client privilege, work product protection, or any other applicable privilege. We will work with the Clients' internal teams to develop protocols for the review and designation of privileged materials.

11. Document Preservation

In connection with the FERC OE investigation, the Clients have an affirmative obligation to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to the inquiry. This obligation arises upon receipt of the FERC OE preliminary inquiry letter and extends to all documents and ESI in the possession, custody, or control of DEH, DPT, and their respective officers, directors, employees, and agents.

The preservation obligation is broad and includes, without limitation: electronic mail, instant messages, text messages, chat and collaboration platform messages (e.g., Northgate Data Systems, Westmark Services Inc. messages), trading system records, voice recordings, spreadsheets, databases, presentations, memoranda, handwritten notes, calendars, telephone records, and any other documents or data that may relate to DPT's trading activity in the MISO Day-Ahead and Real-Time energy markets, the conduct described in the FERC OE preliminary inquiry letter, or the Clients' compliance with applicable FERC regulations.

C&H will issue a separate, detailed litigation hold memorandum to the Clients with specific instructions regarding the scope and mechanics of the preservation obligation. We ask that the Clients refrain from destroying, deleting, modifying, or overwriting any potentially relevant documents or ESI pending receipt and implementation of the litigation hold. We also request the Clients' prompt cooperation in identifying key custodians (including traders, risk managers, compliance officers, and other personnel with knowledge of the relevant trading activity), data sources (including trading platforms, e-mail systems, chat applications, shared drives, and personal devices), and physical and electronic document repositories.

The Clients should immediately suspend any routine document destruction or retention-policy-based deletion programs that may affect potentially relevant materials. If you have any questions regarding the scope of the preservation obligation, please contact Hannah Brinkley or Catherine Bloom immediately.

12. Communication and Reporting

Catherine Bloom will serve as the primary C&H contact for all strategic matters, including engagement strategy, negotiations with FERC Staff, and communications regarding major developments in the investigation. Hannah Brinkley will serve as the primary C&H contact for day-to-day operational matters, including document production, data request responses, scheduling, and routine communications with FERC Staff.

Martin Llewellyn, General Counsel of DEH, will serve as the primary Client contact for all purposes in connection with this engagement. Martin will have authority to provide instructions, approvals, and authorizations on behalf of both DEH and DPT, except as otherwise specified below.

C&H commits to providing the Clients with regular status reports and updates on material developments in the investigation, including the receipt of data requests, scheduling of investigative testimony, issuance of preliminary findings or staff reports, and developments in settlement discussions. We will endeavor to provide such updates on at least a bi-weekly basis, or more frequently as warranted by the pace of developments, by means of telephone conferences, video conferences, or written memoranda, as appropriate.

All significant strategic decisions in connection with this engagement will require the express authorization of the Clients before C&H acts. Such decisions include, but are not limited to:

• Granting or withholding consent to the investigative testimony of specific DEH or DPT personnel;

• Authorizing settlement discussions and establishing settlement parameters, ranges, or authority;

• Making major concessions or stipulations in negotiations with FERC Staff;

• Agreeing to the terms of any consent agreement, stipulation and consent agreement, or other form of settlement;

• Waiving or declining to assert any legal right, privilege, or defense;

• Making any filing or submission to FERC that admits or concedes liability or fault; and

• Retaining expert consultants or e-discovery vendors at significant cost.

We recommend that the Clients establish an internal process for obtaining authorization for such strategic decisions from the appropriate level of management or, where applicable, the Board of Directors or a designated committee thereof. C&H will work with you to develop an appropriate authorization framework that balances the need for timely decision-making with the Clients' governance requirements.

13. Termination of Engagement

The Clients may terminate this engagement at any time upon written notice to C&H, subject to the Clients' obligation to pay all professional fees and expenses incurred through the effective date of termination, including any fees and expenses for work reasonably necessary to protect the Clients' interests during the transition to successor counsel.

C&H may withdraw from this engagement for cause, including without limitation: (a) the Clients' failure to pay invoices in accordance with the terms of this engagement letter, after notice and a reasonable cure period; (b) the Clients' failure to cooperate with C&H in the conduct of the engagement, including failure to provide requested information, documents, or access to personnel; (c) the emergence of a conflict of interest that cannot be resolved through informed consent or other appropriate measures; or (d) any other circumstance in which withdrawal is required or permitted under the applicable rules of professional conduct. Any withdrawal by C&H will be subject to any applicable requirements of the Commission or its regulations governing the withdrawal of counsel in pending proceedings, including any obligation to seek leave to withdraw.

Upon termination of this engagement — whether by the Clients or by C&H — the Firm will take reasonable steps to protect the Clients' interests during the transition period, including providing reasonable advance notice (to the extent permitted by the circumstances giving rise to the withdrawal), cooperating in the orderly transition of the matter to successor counsel, and promptly delivering to the Clients or successor counsel all client files, documents, and property in C&H's possession. C&H will retain copies of the engagement file and work product in accordance with the Firm's document retention policies and applicable rules of professional conduct.

14. Limitation of Liability; No Guarantee of Outcome

C&H will exercise reasonable professional care in the performance of its services under this engagement, consistent with the standard of care applicable to attorneys practicing in this area of law in the relevant jurisdiction. C&H's liability to the Clients in connection with this engagement shall be limited to the extent permitted by applicable rules of professional conduct and governing law.

C&H does not guarantee or warrant any particular outcome in connection with the FERC investigation. The outcome of the investigation will depend on numerous factors beyond C&H's control, including FERC Staff's assessment and interpretation of the evidence, the applicable legal standards, FERC OE's enforcement priorities and policies, the Commission's exercise of its discretion, and the development of facts and circumstances as the investigation progresses. Any expressions of opinion by C&H regarding the likely outcome of the investigation, the potential range of penalties or sanctions, or the probability of settlement or litigation are based on currently available information and professional judgment and are inherently uncertain.

The estimated fee range set forth in Section 5 above, and any assessment of potential exposure or likelihood of particular outcomes provided by C&H orally or in writing during the course of the engagement, are based on the information available to C&H at the time such estimates or assessments are made. Such estimates and assessments are subject to change — and may change materially — as the investigation develops and new information becomes available. The Clients should not rely on any such estimate or assessment as a guarantee, prediction, or commitment.

15. Governing Law and Dispute Resolution

This engagement letter and the relationship between C&H and the Clients shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the engagement, or the services performed hereunder, including any claim for professional negligence, breach of fiduciary duty, or breach of contract, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in Houston, Texas, in accordance with the AAA's Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually selected by the parties, or, if the parties are unable to agree on an arbitrator within thirty (30) days after the demand for arbitration is served, by a single arbitrator appointed by the AAA. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration, unless the arbitrator determines that the award of fees and costs to the prevailing party is appropriate under the circumstances.

Nothing in this Section 15 shall be construed to limit either party's right to seek provisional or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect a party's interests pending the outcome of arbitration.

16. Acceptance and Execution

If the terms and conditions set forth in this engagement letter are acceptable to DEH and DPT, please indicate your acceptance by signing this letter in the space provided below and returning a signed copy to us. An executed copy may be returned by email (PDF) to Catherine Bloom at cbloom@calderwoodharkness.com, with a hard copy to follow by overnight courier to C&H's Houston office at the address set forth on the first page of this letter.

Upon execution, please remit the advance retainer of $250,000 within five (5) business days in accordance with the wire transfer instructions provided under separate cover (or as set forth in Enclosure A hereto).

This engagement letter supersedes all prior oral or written communications between C&H and the Clients regarding the terms of this engagement. This 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.

We look forward to working with you on this important matter. Please do not hesitate to contact Catherine Bloom at (212) 884-5300 or Alan Ngo at (713) 554-8100 if you have any questions regarding this letter or the engagement.

With kind regards,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Catherine Bloom

Title: Partner (Responsible Partner)

By: ________

Name: Alan Ngo

Title: Partner (Billing Partner)

ACCEPTANCE AND AGREEMENT

The undersigned, on behalf of Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC, has read and understands the foregoing engagement letter and hereby accepts and agrees to the terms and conditions set forth therein, including the scope of the engagement, the fee arrangements, the retainer requirements, the advance consent to C&H's representation of other clients in unrelated matters as described in Section 9, and the arbitration provision set forth in Section 15.

ACCEPTED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD. and DUNMORE POWER TRADING LLC

By: ________

Name: Martin Llewellyn

Title: General Counsel

Date: ________

ENCLOSURES

Enclosure A: Wire transfer instructions for retainer payment to Calderwood & Harkness LLP client trust account (to be provided under separate cover)

Enclosure B: C&H Standard Supplemental Terms of Engagement (if applicable)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments hereto constitute a privileged and confidential communication between Calderwood & Harkness LLP and its clients, Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC. This letter is not intended for distribution to any third party without the prior written consent of Calderwood & Harkness LLP.

Timekeeper	Role	Rate
Catherine Bloom	Partner (Responsible Partner)	$1,250 per hour
Alan Ngo	Partner (Billing Partner)	$1,150 per hour
Hannah Brinkley	Associate (Lead Associate)	$725 per hour
Patrick Gallagher	Associate (Working Associate)	$575 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue New York, NY 10022
Houston Office 1001 Fannin Street, Suite 4200 Houston, TX 77002 Telephone: (713) 554-8000 Facsimile: (713) 554-8001
May 24, 2023
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Martin Llewellyn, Esq. General Counsel Dunmore Energy Holdings Ltd. 2200 Post Oak Boulevard, Suite 3100 Houston, TX 77056
Re: Engagement of Calderwood & Harkness LLP — FERC Office of Enforcement Preliminary Inquiry, Docket No. IN23-7-000
Dear Martin:
1. Introduction and Purpose
Thank you for selecting Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") to represent Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its wholly owned subsidiary, Dunmore Power Trading LLC ("DPT," and together with DEH, the "Clients"), in connection with the pending preliminary inquiry initiated by the Federal Energy Regulatory Commission, Office of Enforcement ("FERC OE"). We are pleased to have the opportunity to work with you and your team on this important matter.
As you are aware, FERC OE issued a preliminary inquiry letter dated May 22, 2023, addressed to Dunmore Power Trading LLC, concerning DPT's trading activity in the Midcontinent Independent System Operator ("MISO") Day-Ahead and Real-Time energy markets. That inquiry has been assigned FERC Docket No. IN23-7-000. This engagement letter sets forth the terms and conditions under which C&H will represent the Clients in connection with the foregoing inquiry, including any proceedings that may arise from or relate to it.
The Responsible Partner for this engagement will be Catherine Bloom, a partner in C&H's New York office. The Billing Partner will be Alan Ngo, a partner in C&H's Houston office. This engagement is accepted by C&H's Houston office, located at 1001 Fannin Street, Suite 4200, Houston, TX 77002, which will serve as the principal office for the day-to-day management of this matter.
We ask that you please review this letter carefully and, if the terms set forth herein are acceptable, countersign and return a copy to us as described in Section 16 below.
2. Identity of the Clients
For purposes of this engagement, the Clients are identified as follows:
(a) Dunmore Energy Holdings Ltd. — an exempted company incorporated under the laws of the Cayman Islands, with its registered office at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands, and its principal United States office at 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056. Employer Identification Number: 98-1347562.
(b) Dunmore Power Trading LLC — a Delaware limited liability company, with its registered agent at Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801, and its principal office at 2200 Post Oak Boulevard, Suite 3100, Houston, TX 77056. Employer Identification Number: 82-4519763.
C&H does not represent, and this engagement letter does not extend to, any other Dunmore affiliate, subsidiary, parent, portfolio company, officer, director, trader, or employee, whether in their corporate or individual capacity, unless separately agreed in writing. Without limiting the generality of the foregoing, this engagement specifically does not extend to the representation of:
•  Dunmore Midstream Partners LP;
•  Pendleton Capital Partners, LP;
•  Greenvale Infrastructure Fund III;
•  Harcourt Family Trust; or
•  any individual officer, director, trader, employee, or agent of DEH or DPT in his or her personal or individual capacity.
If circumstances arise during the course of this engagement in which it becomes advisable for any individual officer, director, trader, or employee of DEH or DPT to obtain separate individual counsel, C&H will advise you promptly of that circumstance. Any separate representation of an individual would require an independent determination of conflicts and a separate written engagement agreement.
You have confirmed that you, Martin Llewellyn, in your capacity as General Counsel of DEH, are authorized to act on behalf of both DEH and DPT for all purposes in connection with this engagement, including without limitation the provision of instructions, authorizations, approvals, and consents on behalf of both entities.
3. Scope of Engagement
C&H's engagement is limited to the representation of DEH and DPT in connection with the following matters:
(a) The FERC Office of Enforcement preliminary inquiry initiated by letter dated May 22, 2023, assigned Docket No. IN23-7-000;
(b) Any formal non-public investigation that may arise from or succeed the preliminary inquiry, including any order of investigation issued by FERC or its designee under 18 C.F.R. Part 1b, and any continuation or expansion of FERC Docket No. IN23-7-000;
(c) Responding to data requests, interrogatories, requests for documents and information, subpoenas, and other compulsory or voluntary process issued by FERC OE or FERC Staff in connection with the investigation;
(d) Preparing for and attending any investigative testimony of DEH or DPT personnel conducted pursuant to 18 C.F.R. § 1b.12, including the preparation of witnesses, review of prior transcripts, and representation of the entity designee during such proceedings;
(e) Analyzing and responding to any preliminary findings letters, staff reports, or Notices of Alleged Violations issued by FERC OE or FERC Staff;
(f) Negotiating with FERC Staff regarding any potential resolution of the investigation, including the negotiation and drafting of any consent agreement, stipulation and consent agreement, or other form of settlement;
(g) If necessary, representing DEH and DPT in any administrative proceeding before a FERC Administrative Law Judge, including proceedings initiated by an Order to Show Cause or Order Assessing Civil Penalties, or in any proceeding before the Commission itself; and
(h) Providing related legal advice and counsel to the Clients regarding the foregoing matters.
The scope of this engagement relates specifically to the FERC OE investigation concerning DPT's trading activity in the MISO Day-Ahead and Real-Time energy markets, including alleged conduct at the Indiana Hub and Minnesota Hub pricing nodes during the periods specified in the preliminary inquiry letter. The applicable legal and regulatory framework for the investigation includes, but is not limited to, Section 222 of the Federal Power Act, 16 U.S.C. § 824v (prohibition of manipulation), the Commission's Anti-Manipulation Rule at 18 C.F.R. § 1c.2, and the Commission's regulations governing investigations at 18 C.F.R. Part 1b. We also note that DPT holds market-based rate authorization from the Commission under FERC Docket No. ER05-1128-000, and to the extent that authorization is implicated by the investigation, our representation will encompass advice and advocacy with respect thereto.
This engagement does not include representation of the Clients in any collateral or ancillary matters that may arise from or relate to the FERC investigation, including without limitation:
•  Securities law matters, including any inquiries from the U.S. Securities and Exchange Commission or private securities litigation;
•  Federal or state tax matters;
•  Insurance coverage disputes or claims under any directors' and officers' liability policy or errors and omissions policy;
•  Commodity Futures Trading Commission or state public utility commission inquiries or proceedings;
•  Any civil litigation initiated by market participants, counterparties, or other third parties; or
•  Any other regulatory matters not specifically described in this Section 3.
Should any such collateral matters arise, we would be happy to discuss whether C&H might be engaged to assist, subject to a separate written engagement agreement and an independent assessment of conflicts. Alternatively, we would be pleased to assist you in identifying qualified counsel in the relevant practice area.
In the course of this engagement, C&H may recommend the retention of expert consultants (including energy economists, market analysts, or trading experts), compliance advisors, e-discovery vendors, forensic data analysts, or other professionals whose services we believe would benefit the Clients' defense. Any such retention will be subject to the Clients' prior approval, and the terms of engagement of any such third party will be set forth in a separate agreement between the third party and the Clients (or, where appropriate, between the third party and C&H, with costs passed through to the Clients as described in Section 7 below).
4. Staffing
The C&H attorneys assigned to this engagement at the outset are as follows:
(a) Catherine Bloom — Partner (Responsible Partner). Catherine is based in C&H's New York office and will have overall responsibility for engagement strategy, client communications, and key filings and submissions. Catherine will personally lead all negotiations with FERC Staff regarding the resolution of the investigation, appear at significant conferences and hearings, and provide strategic direction to the engagement team. Catherine has extensive experience in FERC enforcement matters, energy market regulation, and complex administrative proceedings.
(b) Alan Ngo — Partner (Billing Partner). Alan is based in C&H's Houston office and will manage client billing, the financial aspects of the engagement, and certain substantive work. Alan will serve as the local partner responsible for day-to-day coordination with the Clients and will participate in client meetings, strategic planning sessions, and the supervision of the Houston-based associates. Alan brings significant experience in energy regulatory litigation and government enforcement matters.
(c) Hannah Brinkley — Lead Associate, Litigation (General). Hannah is a fourth-year associate based in C&H's Houston office with prior experience in FERC enforcement matters. Hannah will handle day-to-day case management, document production oversight, testimony preparation, and the drafting of written submissions, correspondence with FERC Staff, and legal memoranda. Hannah will serve as the primary day-to-day contact at the Firm for operational and logistical matters related to the engagement.
(d) Patrick Gallagher — Working Associate, Litigation (General). Patrick is a second-year associate based in C&H's Houston office. Patrick will support the engagement team with document review, legal research, drafting support, factual analysis, and preparation of chronologies and memoranda.
C&H reserves the right to assign additional attorneys, paralegals, litigation support personnel, or other staff to this engagement as needed to meet the demands of the matter. We will provide you with advance notice of any additional personnel assigned, together with their applicable billing rates, before such personnel commence work on the engagement. We will endeavor to maintain continuity of the engagement team to the greatest extent practicable, consistent with the Firm's staffing needs and the requirements of the matter.
5. Fees and Billing Rates
Fees for this engagement will be charged on an hourly basis, at the rates set forth below. These rates are the standard rates currently in effect for each timekeeper:
If paralegal or legal assistant time is required for this engagement, such time will be billed at rates ranging from $275 to $425 per hour, depending on the experience level and role of the individual. The specific rate for any paralegal or legal assistant assigned to the matter will be communicated to you at the time of assignment.
Hourly rates are subject to annual adjustment, typically effective on or about January 1 of each calendar year. We will provide you with advance written notice of any rate adjustments before they take effect. Adjusted rates will apply only to time recorded on or after the effective date of the adjustment.
C&H will bill for time spent on all engagement-related activities, including without limitation: attorney conferences (including intra-firm conferences and conferences with the Clients); written and oral correspondence with the Clients, FERC Staff, and third parties; legal research and analysis; drafting and revision of submissions, memoranda, data request responses, and other documents; review of documents for production; travel time (billed at 50% of the applicable attorney's hourly rate, unless the attorney is performing substantive work during travel, in which case full rates apply); testimony preparation and attendance; settlement negotiations; and appearances before the Commission, an Administrative Law Judge, or any court.
Based on our current understanding of the facts and circumstances of this matter — including the nature and scope of the FERC OE preliminary inquiry, the anticipated volume of documents and electronically stored information, the likely number of investigative testimonies, and the possibility of settlement negotiations — we estimate that total professional fees for this engagement will fall in the range of $1,500,000 to $2,800,000. This estimate is based on the following principal assumptions:
•  The investigation proceeds through the preliminary inquiry phase and, potentially, into a formal non-public investigation;
•  Document production will involve the collection, processing, review, and production of a substantial but manageable volume of electronically stored information from an estimated four to eight custodians;
•  FERC OE will seek to conduct investigative testimony of approximately two to four DPT personnel;
•  Settlement discussions with FERC Staff will occur and may involve multiple rounds of negotiation; and
•  The matter does not proceed to a formal administrative hearing before an Administrative Law Judge.
This estimate is provided solely for the Clients' internal planning and budgeting purposes. It is not a cap, ceiling, guaranteed maximum, or fixed fee. Actual fees may be materially higher or lower than the estimated range depending on the course of the investigation, including the scope and volume of FERC's data requests, the number of testimonies, the complexity of the legal and factual issues presented, the duration of the investigation, and whether the matter proceeds to a formal hearing. If at any point during the engagement we believe that actual fees are likely to materially exceed the upper end of the estimated range, we will promptly advise you.
The foregoing estimate does not include costs of third-party experts, compliance consultants, e-discovery vendors, forensic analysts, or other out-of-pocket expenses, which are addressed separately in Section 7 below.
6. Retainer
Upon execution of this engagement letter, the Clients shall remit an advance retainer in the amount of $250,000 (Two Hundred Fifty Thousand Dollars) to Calderwood & Harkness LLP. The retainer should be remitted by wire transfer to C&H's client trust account in accordance with the wire transfer instructions that will be provided under separate cover (or, if enclosed herewith, as set forth in Enclosure A).
The retainer will be deposited into and held in C&H's Interest on Lawyers' Trust Account (IOLTA) in accordance with applicable rules of professional conduct. The retainer will remain the property of the Clients until applied against invoices for fees and expenses. We will apply the retainer against the final invoice or invoices issued in connection with this engagement, or, if the engagement concludes before the retainer has been fully applied, we will refund the unused balance to the Clients promptly upon conclusion of the engagement and resolution of all outstanding billing matters.
C&H reserves the right to request replenishment of the retainer if, during the course of the engagement, the retainer balance is substantially drawn down or if the scope or anticipated cost of the engagement increases materially. Any request for replenishment will be communicated to you in writing, and we will discuss the amount and timing of any such replenishment with you in advance.
7. Expenses and Disbursements
In addition to professional fees, the Clients will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses include, but are not limited to:
•  Travel expenses: Airfare, hotel accommodations, ground transportation, meals, and incidental travel-related costs. Air travel will be at coach or economy class unless a specific trip warrants business class, which would be discussed with the client in advance. Hotel accommodations will be at standard business-class hotels;
•  Court reporter and transcript fees: Fees for court reporters, videographers, and transcript production in connection with investigative testimony under 18 C.F.R. § 1b.12;
•  Document reproduction and production costs: Costs associated with the physical or electronic reproduction, formatting, and production of documents to FERC OE, including printing, scanning, Bates-stamping, and media costs;
•  E-discovery vendor fees: Fees charged by third-party e-discovery vendors for the collection, forensic imaging, processing, hosting, review platform access, analytics, and production of electronically stored information. We anticipate that an e-discovery vendor will need to be engaged early in this matter for document collection, processing, and hosting. We will recommend qualified vendors and work with you to select a vendor and negotiate favorable terms;
•  Expert and consultant fees: Fees and expenses of expert consultants, including energy economists, market analysts, trading experts, and compliance advisors, to the extent retained with the Clients' approval. Such experts may be engaged under separate agreements directly with the Clients or, where appropriate, through C&H under a Kovel or similar arrangement to preserve privilege;
•  Filing fees and regulatory charges: Any fees required for filings with FERC or other regulatory bodies;
•  Overnight delivery and courier charges: Charges for Severin Partners LLC, Halcyon Partners LLC, messenger services, and similar delivery services;
•  Long-distance telecommunications charges: Long-distance telephone, video-conferencing, and similar telecommunications charges attributable to the engagement; and
•  Other reasonable expenses: Any other out-of-pocket costs reasonably incurred in connection with the engagement.
Where significant expenses are anticipated — particularly those involving the retention of experts or e-discovery vendors, or substantial travel commitments — we will communicate such anticipated expenses to you in advance where practicable and seek your approval before incurring them. Expenses will be itemized on our monthly invoices, as described in Section 8 below.
8. Billing and Payment Terms
C&H will render invoices for professional fees and expenses on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. Each invoice will include a summary description of the work performed during the billing period, the hours billed by each timekeeper (together with a brief narrative description of the services rendered by each timekeeper), and an itemization of expenses and disbursements incurred.
For internal accounting and billing purposes, this engagement has been assigned the following references:
•  C&H Matter Number: 1016-00004
•  C&H Billing Code: 71420.00001
Please reference these numbers in all correspondence regarding billing matters.
All invoices are due and payable within thirty (30) days of the invoice date. If the Clients require invoices to be submitted through an electronic billing system or in a particular format, please advise us at your earliest convenience so that we may accommodate those requirements.
C&H reserves the right to charge interest on any invoice balance that remains unpaid more than thirty (30) days after the invoice date, at a rate of 1.0% per month (12% per annum), or the maximum rate permitted by applicable law, whichever is lower. Interest will accrue from the date the payment was due until the date the payment is received.
Failure to pay invoices in a timely manner may, after written notice from C&H and a reasonable cure period of not less than fifteen (15) days, constitute grounds for C&H's withdrawal from the engagement, subject to the provisions of Section 13 below and any applicable rules of professional conduct and regulatory requirements.
If the Clients have any questions or concerns about any invoice, we encourage you to raise them promptly so that we can address them in a timely manner. We are committed to maintaining a transparent and cooperative billing relationship throughout this engagement.
9. Conflicts of Interest
C&H has conducted a conflicts check in accordance with the Firm's standard procedures and has determined that C&H is not currently representing any party whose interests are directly adverse to DEH or DPT in connection with this matter.
We understand that DEH's prior FERC regulatory counsel was Aldercroft & Beane LLP, located at 1875 K Street NW, Suite 600, Washington, D.C. 20006 (Warren Aldercroft, named partner). We further understand that Aldercroft & Beane was unable to represent Dunmore in this enforcement proceeding due to a conflict of interest arising from its concurrent representation of another MISO market participant that is also the subject of a separate investigation by FERC OE. We have taken note of this circumstance and have confirmed that C&H does not represent the entity whose interests gave rise to Aldercroft & Beane's conflict, nor do we represent any other party to the FERC OE investigation in Docket No. IN23-7-000.
C&H does not currently represent any other party to the FERC OE investigation, any party whose interests are adverse to DEH or DPT in connection with FERC Docket No. IN23-7-000, or any entity that is a subject or target of the same investigation.
As you are aware, C&H is a large, full-service law firm representing numerous clients across many practice areas and industries, including clients in the energy sector and clients that are participants in MISO, PJM, SPP, and other organized wholesale electricity markets. We ask that the Clients consent to C&H's continued representation of such other clients in matters that are unrelated to this engagement, including matters involving energy trading, FERC regulatory compliance, market-based rate authorizations, and other energy regulatory matters, provided that C&H does not represent any such client in a matter that is directly adverse to DEH or DPT in connection with FERC Docket No. IN23-7-000 or any proceeding arising therefrom. Nothing in this engagement letter shall be construed as limiting C&H's ability to represent other clients in unrelated matters, even if such clients are in the same industry as the Clients or participate in the same wholesale electricity markets.
If an actual conflict of interest arises during the course of this engagement — for example, if C&H is asked to represent another client in a matter that is directly adverse to DEH or DPT in connection with this investigation — C&H will promptly notify you and discuss appropriate measures. Such measures may include obtaining informed written consent from all affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 13 below.
10. Confidentiality and Privilege
All communications between C&H and the Clients in connection with this engagement are intended to be privileged and confidential, protected by the attorney-client privilege, the attorney work product doctrine, the common interest privilege (where applicable), and any other protections available under applicable law and regulation. C&H will take reasonable steps to safeguard the confidentiality of all information provided by the Clients and all work product generated by C&H in the course of the engagement.
We wish to emphasize the non-public nature of the FERC OE investigation. Under 18 C.F.R. Part 1b, FERC OE investigations are non-public, and both FERC Staff and the subjects of such investigations are subject to confidentiality obligations. The existence, scope, and substance of the investigation should not be disclosed to persons who do not have a legitimate need to know, including officers, directors, employees, and agents of the Clients who are not directly involved in the response to the investigation. To the extent that disclosure is required by applicable law or regulation — including, for example, any obligation to disclose the existence of the investigation in filings with a securities regulatory authority or in the Clients' financial statements — such disclosure should be made only after consultation with C&H and, where applicable, the Clients' securities counsel.
We request that the Clients take steps to preserve the confidentiality of privileged communications by limiting the distribution of legal advice, memoranda, and attorney-client communications to those individuals within the Clients' organization who have a need to know. Where privileged communications must be shared with individuals outside the C&H-Client relationship — for example, with outside auditors, financial advisors, or board members — we recommend that appropriate steps be taken to preserve the privilege, such as the use of common interest agreements or the marking of communications as privileged and confidential.
In connection with any document production to FERC OE, C&H will implement procedures to identify and protect privileged and confidential information, including the preparation of a privilege log for any documents withheld from production on grounds of attorney-client privilege, work product protection, or any other applicable privilege. We will work with the Clients' internal teams to develop protocols for the review and designation of privileged materials.
11. Document Preservation
In connection with the FERC OE investigation, the Clients have an affirmative obligation to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to the inquiry. This obligation arises upon receipt of the FERC OE preliminary inquiry letter and extends to all documents and ESI in the possession, custody, or control of DEH, DPT, and their respective officers, directors, employees, and agents.
The preservation obligation is broad and includes, without limitation: electronic mail, instant messages, text messages, chat and collaboration platform messages (e.g., Northgate Data Systems, Westmark Services Inc. messages), trading system records, voice recordings, spreadsheets, databases, presentations, memoranda, handwritten notes, calendars, telephone records, and any other documents or data that may relate to DPT's trading activity in the MISO Day-Ahead and Real-Time energy markets, the conduct described in the FERC OE preliminary inquiry letter, or the Clients' compliance with applicable FERC regulations.
C&H will issue a separate, detailed litigation hold memorandum to the Clients with specific instructions regarding the scope and mechanics of the preservation obligation. We ask that the Clients refrain from destroying, deleting, modifying, or overwriting any potentially relevant documents or ESI pending receipt and implementation of the litigation hold. We also request the Clients' prompt cooperation in identifying key custodians (including traders, risk managers, compliance officers, and other personnel with knowledge of the relevant trading activity), data sources (including trading platforms, e-mail systems, chat applications, shared drives, and personal devices), and physical and electronic document repositories.
The Clients should immediately suspend any routine document destruction or retention-policy-based deletion programs that may affect potentially relevant materials. If you have any questions regarding the scope of the preservation obligation, please contact Hannah Brinkley or Catherine Bloom immediately.
12. Communication and Reporting
Catherine Bloom will serve as the primary C&H contact for all strategic matters, including engagement strategy, negotiations with FERC Staff, and communications regarding major developments in the investigation. Hannah Brinkley will serve as the primary C&H contact for day-to-day operational matters, including document production, data request responses, scheduling, and routine communications with FERC Staff.
Martin Llewellyn, General Counsel of DEH, will serve as the primary Client contact for all purposes in connection with this engagement. Martin will have authority to provide instructions, approvals, and authorizations on behalf of both DEH and DPT, except as otherwise specified below.
C&H commits to providing the Clients with regular status reports and updates on material developments in the investigation, including the receipt of data requests, scheduling of investigative testimony, issuance of preliminary findings or staff reports, and developments in settlement discussions. We will endeavor to provide such updates on at least a bi-weekly basis, or more frequently as warranted by the pace of developments, by means of telephone conferences, video conferences, or written memoranda, as appropriate.
All significant strategic decisions in connection with this engagement will require the express authorization of the Clients before C&H acts. Such decisions include, but are not limited to:
•  Granting or withholding consent to the investigative testimony of specific DEH or DPT personnel;
•  Authorizing settlement discussions and establishing settlement parameters, ranges, or authority;
•  Making major concessions or stipulations in negotiations with FERC Staff;
•  Agreeing to the terms of any consent agreement, stipulation and consent agreement, or other form of settlement;
•  Waiving or declining to assert any legal right, privilege, or defense;
•  Making any filing or submission to FERC that admits or concedes liability or fault; and
•  Retaining expert consultants or e-discovery vendors at significant cost.
We recommend that the Clients establish an internal process for obtaining authorization for such strategic decisions from the appropriate level of management or, where applicable, the Board of Directors or a designated committee thereof. C&H will work with you to develop an appropriate authorization framework that balances the need for timely decision-making with the Clients' governance requirements.
13. Termination of Engagement
The Clients may terminate this engagement at any time upon written notice to C&H, subject to the Clients' obligation to pay all professional fees and expenses incurred through the effective date of termination, including any fees and expenses for work reasonably necessary to protect the Clients' interests during the transition to successor counsel.
C&H may withdraw from this engagement for cause, including without limitation: (a) the Clients' failure to pay invoices in accordance with the terms of this engagement letter, after notice and a reasonable cure period; (b) the Clients' failure to cooperate with C&H in the conduct of the engagement, including failure to provide requested information, documents, or access to personnel; (c) the emergence of a conflict of interest that cannot be resolved through informed consent or other appropriate measures; or (d) any other circumstance in which withdrawal is required or permitted under the applicable rules of professional conduct. Any withdrawal by C&H will be subject to any applicable requirements of the Commission or its regulations governing the withdrawal of counsel in pending proceedings, including any obligation to seek leave to withdraw.
Upon termination of this engagement — whether by the Clients or by C&H — the Firm will take reasonable steps to protect the Clients' interests during the transition period, including providing reasonable advance notice (to the extent permitted by the circumstances giving rise to the withdrawal), cooperating in the orderly transition of the matter to successor counsel, and promptly delivering to the Clients or successor counsel all client files, documents, and property in C&H's possession. C&H will retain copies of the engagement file and work product in accordance with the Firm's document retention policies and applicable rules of professional conduct.
14. Limitation of Liability; No Guarantee of Outcome
C&H will exercise reasonable professional care in the performance of its services under this engagement, consistent with the standard of care applicable to attorneys practicing in this area of law in the relevant jurisdiction. C&H's liability to the Clients in connection with this engagement shall be limited to the extent permitted by applicable rules of professional conduct and governing law.
C&H does not guarantee or warrant any particular outcome in connection with the FERC investigation. The outcome of the investigation will depend on numerous factors beyond C&H's control, including FERC Staff's assessment and interpretation of the evidence, the applicable legal standards, FERC OE's enforcement priorities and policies, the Commission's exercise of its discretion, and the development of facts and circumstances as the investigation progresses. Any expressions of opinion by C&H regarding the likely outcome of the investigation, the potential range of penalties or sanctions, or the probability of settlement or litigation are based on currently available information and professional judgment and are inherently uncertain.
The estimated fee range set forth in Section 5 above, and any assessment of potential exposure or likelihood of particular outcomes provided by C&H orally or in writing during the course of the engagement, are based on the information available to C&H at the time such estimates or assessments are made. Such estimates and assessments are subject to change — and may change materially — as the investigation develops and new information becomes available. The Clients should not rely on any such estimate or assessment as a guarantee, prediction, or commitment.
15. Governing Law and Dispute Resolution
This engagement letter and the relationship between C&H and the Clients shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the engagement, or the services performed hereunder, including any claim for professional negligence, breach of fiduciary duty, or breach of contract, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in Houston, Texas, in accordance with the AAA's Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually selected by the parties, or, if the parties are unable to agree on an arbitrator within thirty (30) days after the demand for arbitration is served, by a single arbitrator appointed by the AAA. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration, unless the arbitrator determines that the award of fees and costs to the prevailing party is appropriate under the circumstances.
Nothing in this Section 15 shall be construed to limit either party's right to seek provisional or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect a party's interests pending the outcome of arbitration.
16. Acceptance and Execution
If the terms and conditions set forth in this engagement letter are acceptable to DEH and DPT, please indicate your acceptance by signing this letter in the space provided below and returning a signed copy to us. An executed copy may be returned by email (PDF) to Catherine Bloom at cbloom@calderwoodharkness.com, with a hard copy to follow by overnight courier to C&H's Houston office at the address set forth on the first page of this letter.
Upon execution, please remit the advance retainer of $250,000 within five (5) business days in accordance with the wire transfer instructions provided under separate cover (or as set forth in Enclosure A hereto).
This engagement letter supersedes all prior oral or written communications between C&H and the Clients regarding the terms of this engagement. This 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.
We look forward to working with you on this important matter. Please do not hesitate to contact Catherine Bloom at (212) 884-5300 or Alan Ngo at (713) 554-8100 if you have any questions regarding this letter or the engagement.
With kind regards,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Catherine Bloom
Title: Partner (Responsible Partner)
By: ________
Name: Alan Ngo
Title: Partner (Billing Partner)
ACCEPTANCE AND AGREEMENT
The undersigned, on behalf of Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC, has read and understands the foregoing engagement letter and hereby accepts and agrees to the terms and conditions set forth therein, including the scope of the engagement, the fee arrangements, the retainer requirements, the advance consent to C&H's representation of other clients in unrelated matters as described in Section 9, and the arbitration provision set forth in Section 15.
ACCEPTED AND AGREED:
DUNMORE ENERGY HOLDINGS LTD. and DUNMORE POWER TRADING LLC
By: ________
Name: Martin Llewellyn
Title: General Counsel
Date: ________
ENCLOSURES
Enclosure A: Wire transfer instructions for retainer payment to Calderwood & Harkness LLP client trust account (to be provided under separate cover)
Enclosure B: C&H Standard Supplemental Terms of Engagement (if applicable)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments hereto constitute a privileged and confidential communication between Calderwood & Harkness LLP and its clients, Dunmore Energy Holdings Ltd. and Dunmore Power Trading LLC. This letter is not intended for distribution to any third party without the prior written consent of Calderwood & Harkness LLP.
Timekeeper | Role | Rate
Catherine Bloom | Partner (Responsible Partner) | $1,250 per hour
Alan Ngo | Partner (Billing Partner) | $1,150 per hour
Hannah Brinkley | Associate (Lead Associate) | $725 per hour
Patrick Gallagher | Associate (Working Associate) | $575 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

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