1016-00006 · Dunmore Energy Holdings · Engagement

engagement-letter-deh.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys & Counselors at Law 1200 McKinney Street, Suite 4100 Houston, Texas 77010

Telephone: (713) 555-8200 Facsimile: (713) 555-8201

June 25, 2025

Mr. Gavin Rourke Chairman & Chief Executive Officer Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman, KY1-1002 Cayman Islands

Re: Engagement of Calderwood & Harkness LLP — Voluntary Remediation, Regulatory Compliance, and Cost-Recovery Matters, Dunmore Wharton Terminal Site, 14200 FM 1301, Wharton, Wharton County, Texas 77488

Matter No.: 1016-00006

Dear Mr. Rourke:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Dunmore Energy Holdings Ltd. ("DEH" or the "Client"), a Cayman Islands exempted company (Registration No. MC-318574), to serve as primary outside counsel in connection with the environmental remediation, regulatory compliance, and cost-recovery matters described herein. These matters relate to the legacy petroleum bulk-storage terminal located at 14200 FM 1301, Wharton, Wharton County, Texas 77488 (the "Site"), commonly known as the Dunmore Wharton Terminal.

This letter sets forth the terms and conditions of our engagement, including the scope of representation, engagement team staffing, fee arrangements, billing procedures, expense reimbursement, confidentiality obligations, conflicts of interest, document retention, termination rights, and related matters. We ask that you review this letter carefully and, if its terms are acceptable, sign and return a copy to us in order to formally authorize the commencement of our representation.

As background, we understand that DEH is the successor-in-interest to Dunmore Terminal Services, Inc. ("DTS"), a Texas corporation that was dissolved effective December 31, 2017. DTS's environmental liabilities, including all obligations, known and unknown, arising from the ownership, operation, and closure of the Site, were assumed by DEH pursuant to a Plan of Dissolution and Assignment of Liabilities dated October 15, 2017. DEH accordingly stands in the shoes of DTS with respect to all environmental remediation obligations, regulatory compliance responsibilities, and rights of contribution and cost recovery associated with the Site. This engagement is intended to address the full spectrum of legal services required to navigate the remediation of the Site, secure regulatory closure, and recover an appropriate share of remediation costs from responsible third parties.

We appreciate the confidence that DEH has placed in Calderwood & Harkness LLP, and we look forward to working closely with you and your team to bring these matters to a successful resolution.

2. Scope of Representation

The scope of our engagement encompasses the following matters, each of which is described in greater detail below.

2.1 Voluntary Remediation — TCEQ Voluntary Cleanup Program

The Firm will represent DEH in connection with the preparation, submission, and prosecution of an application to the Texas Commission on Environmental Quality ("TCEQ") Voluntary Cleanup Program ("VCP") for the Site. The VCP, codified at Texas Health & Safety Code §§ 361.601–361.613 and administered under 30 Texas Administrative Code Chapter 333, provides a mechanism for voluntary remediation of contaminated properties under TCEQ oversight, culminating in the issuance of a Certificate of Completion ("CoC") that provides liability protection to the applicant and future property owners. The TCEQ has assigned VCP Tracking No. VCP-2517 upon receipt of DEH's application materials. The VCP application fee of One Thousand Dollars ($1,000.00) was paid on behalf of DEH on June 25, 2025, and will be reflected as a disbursement on the first monthly invoice.

Our VCP-related services will include, without limitation, the following:

(a) Coordination with Environmental Consultant. The Firm will coordinate closely with DEH's retained environmental consultant, Pinehill Environmental Consulting LLC ("Pinehill"), and its Principal-in-Charge, Dr. Lena Vasquez, P.E., P.G., regarding the preparation and submission of the Affected Property Assessment Report ("APAR"). The APAR is a comprehensive characterization of the nature and extent of contamination at the Site, including historical operations, releases, affected media, and receptor exposure pathways. The target submission date for the APAR to TCEQ is October 31, 2025. The Firm will review and provide legal input on draft APAR submissions before filing to ensure consistency with regulatory requirements and to protect DEH's legal interests.

(b) Voluntary Cleanup Work Plan. Following TCEQ's review and acceptance of the APAR, the Firm will prepare and submit a Voluntary Cleanup Work Plan ("VCWP") setting forth the proposed remedial approach for the Site, including remediation objectives, performance standards, engineering controls, institutional controls, and a proposed schedule for implementation. The target date for submission of the VCWP is April 2026.

(c) Ongoing Regulatory Liaison. Throughout the active remediation phase, which is currently estimated to extend from approximately June 2026 through December 2028, and the subsequent post-remediation monitoring period, estimated to run from approximately January 2029 through December 2032, the Firm will serve as DEH's primary point of contact with TCEQ. This will include responding to TCEQ information requests, attending meetings and conference calls with TCEQ project managers, reviewing and commenting on TCEQ correspondence and directives, and ensuring that all regulatory deadlines and milestones are met.

(d) Certificate of Completion. Upon successful completion of the remediation and monitoring phases, the Firm will pursue the issuance of a Certificate of Completion ("CoC") from TCEQ, which is the formal regulatory closure instrument under the VCP. The target date for obtaining the CoC is calendar year 2033, subject to the pace of remediation and TCEQ's review timeline.

For reference, the Site comprises a 48.7-acre tract consisting of Lots 3 and 4, H.T. & B.R.R. Survey, Abstract No. 241, Wharton County, Texas, as more particularly described in the deed recorded at Volume 1892, Page 417, Official Public Records, Wharton County, Texas. The Site is identified by Tax Parcel ID WC-0241-0034 in the records of the Wharton County Appraisal District.

2.2 Site Access and Cost-Sharing Agreement

The Firm will represent DEH in the negotiation, drafting, and finalization of a Site Access & Cost-Sharing Agreement (the "Access Agreement") with the current owner of the Site, Calera Properties Group LLC ("Calera"), a Texas limited liability company managed by Rebecca Strand. Calera is represented by the law firm of Kerrigan, Pace & Sullivan LLP, with lead attorney Nora Fujimoto. We understand that Calera acquired the Site at a tax foreclosure sale conducted by the Wharton County Tax Assessor-Collector in March 2019 for a purchase price of Six Hundred Twelve Thousand Dollars ($612,000.00).

The Access Agreement will address, among other things, the following matters:

(a) DEH's rights of access to the Site for purposes of environmental investigation, remediation, construction of engineering controls, operation and maintenance of remediation systems, and long-term groundwater and soil monitoring;

(b) Insurance requirements applicable to DEH's activities on the Site, including commercial general liability coverage, automobile liability coverage, workers' compensation coverage, and pollution legal liability coverage, together with requirements for Calera to be named as an additional insured on applicable policies;

(c) Mutual indemnification provisions allocating responsibility for claims, losses, and liabilities arising from pre-existing contamination (to DEH) and from Calera's post-acquisition activities (to Calera);

(d) Escrow arrangements through Lone Star Title & Escrow Co. to hold and disburse cost-sharing contributions from each party in accordance with an agreed allocation methodology;

(e) Calera's cooperation in the execution and recording of institutional controls and deed restrictions upon completion of the VCP, as required by TCEQ as a condition of issuing the Certificate of Completion; and

(f) Duration, renewal, and termination provisions designed to ensure DEH's uninterrupted access throughout the anticipated remediation and monitoring periods.

2.3 Cost-Recovery Action Against Rowan Creek Fuel Distributors, Inc.

The Firm will represent DEH in the prosecution of its cost-recovery claim against Rowan Creek Fuel Distributors, Inc. ("RCFD"), a Texas corporation. RCFD's president is Malcolm Griggs. RCFD is represented by the law firm of Whitfield Barr LLP, with lead attorney Thomas Kessler.

The legal bases for DEH's cost-recovery claim include, without limitation:

(a) Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9607(a), which imposes strict, joint and several liability on responsible parties for the costs of responding to releases of hazardous substances; and

(b) Section 361.344 of the Texas Health & Safety Code (Texas Solid Waste Disposal Act), which provides a cause of action for contribution among persons who are liable or potentially liable for the costs of investigating and remediating contamination.

The factual basis for DEH's claim is as follows. RCFD co-operated the southern tank farm at the Site, encompassing Tanks S-1 through S-12 and comprising approximately 18 acres, under a Joint Operating Agreement with DTS (DEH's predecessor) from 1991 to 2010. During this period, at least four documented releases of petroleum hydrocarbons originated from tanks operated by RCFD, resulting in soil and groundwater contamination that is the subject of the VCP remediation described in Section 2.1 above. RCFD's proportionate share of the total estimated remediation costs has been calculated based on its operational footprint, the number and severity of releases attributable to its operations, and the duration of its involvement at the Site.

The total amount of DEH's claimed recovery from RCFD is Four Million Six Hundred Forty-Seven Thousand Dollars ($4,647,000.00), comprising the following components:

• Allocated remediation share: $4,260,000.00

• Investigative costs incurred by DEH during 2024–2025: $387,000.00

These figures are derived from Pinehill's April 2025 cost estimate, which projects total remediation costs for the Site in the range of Seven Million Eight Hundred Ten Thousand Dollars ($7,810,000.00) to Twelve Million One Hundred Eighty Thousand Dollars ($12,180,000.00), with a mid-range estimate of Nine Million Seven Hundred Forty Thousand Dollars ($9,740,000.00). Based on the allocation analysis described above, DEH's asserted share of total remediation costs is Five Million Four Hundred Eighty Thousand Dollars ($5,480,000.00), and RCFD's asserted share is Four Million Two Hundred Sixty Thousand Dollars ($4,260,000.00).

A pre-suit demand letter was sent by C&H to RCFD, care of Whitfield Barr LLP, on May 12, 2025, setting forth DEH's claim in detail and providing a sixty (60) day response deadline of July 11, 2025. On July 8, 2025, the Firm received a written response from Thomas Kessler of Whitfield Barr LLP on behalf of RCFD, denying liability in its entirety and counter-proposing a global settlement in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00). We will advise the Client separately regarding the evaluation of RCFD's counter-proposal and the recommended course of action.

In the event that the parties are unable to reach a negotiated resolution, the Firm anticipates filing a cost-recovery action in either the United States District Court for the Southern District of Texas, Houston Division (if proceeding under CERCLA), or in Texas state court in Wharton County (if proceeding solely under Texas law). The selection of forum will be discussed with the Client and will be informed by strategic considerations including the availability of a jury trial, the applicable burden of proof, the potential for federal preemption of certain state-law claims, and the relative convenience of the forum for witnesses and parties.

2.4 Related Matters

In addition to the principal matters described above, the scope of our engagement includes the following related matters:

(a) Environmental Restrictive Covenant / Deed Restriction. Upon completion of the VCP process, the Firm will prepare and record an environmental restrictive covenant or deed restriction as required by TCEQ as a condition of the Certificate of Completion. This instrument will restrict certain future uses of the Site (e.g., residential use, use of groundwater for drinking water) to ensure the long-term protectiveness of the selected remedy.

(b) Insurance Coverage Analysis. The Firm will analyze DEH's existing Pollution Legal Liability insurance policy issued by Bridgemont Insurance Company (Policy No. ENV-BIC-2024-07821), which provides a Fifteen Million Dollar ($15,000,000.00) aggregate limit, subject to a Five Hundred Thousand Dollar ($500,000.00) self-insured retention, with an effective period of March 1, 2024, through March 1, 2034. Our analysis will include a review of coverage triggers, policy exclusions, notice requirements, and the potential for the policy to respond to remediation costs and third-party claims. The Firm will coordinate with Bridgemont as necessary to ensure timely and adequate notice of claims and to maximize the potential for coverage.

(c) Document Preservation (Litigation Hold). In anticipation of cost-recovery litigation against RCFD, the Firm will assist DEH in implementing and maintaining an appropriate litigation hold to preserve documents and electronically stored information ("ESI") that may be relevant to the claims and defenses in the action. We will prepare and distribute a litigation hold notice to appropriate custodians within DEH and will provide guidance on the scope of preservation obligations.

(d) Former-Employee Witness Statements and Occupational-Exposure Matters. The Firm will assist with the identification and interview of former employees of DTS who have knowledge of operations at the Site, including the circumstances surrounding documented releases, the design and operation of tanks and containment systems, and any occupational-exposure incidents. This work will be coordinated with the labor and employment attorneys on our team and will be conducted with appropriate protections for privilege and work product.

(e) Coordination with Accounting Firm. As needed, the Firm will coordinate with DEH's accounting firm, Gresham & Alford CPAs, PLLC (engagement partner: Christine Lau, CPA), regarding the accrual and disclosure of environmental liabilities in DEH's financial statements, including compliance with applicable accounting standards (e.g., ASC 410-30 and ASC 450) and the preparation of footnote disclosures.

2.5 Matters Not Included

This engagement does not extend to tax planning or tax controversy matters, securities compliance or reporting obligations, general corporate governance, employment matters unrelated to Site operations, or any matters that do not arise from or relate to the Site. Any expansion of the scope of representation beyond the matters described in this Section 2 will be the subject of a separate engagement letter or a written amendment to this letter, signed by both parties.

3. Engagement Team

The following attorneys have been assigned to this engagement and will serve as the core engagement team:

Sandra Tung — Responsible Partner. Ms. Tung is a partner in the Firm's Mergers & Acquisitions practice and will serve as the Responsible Partner for this engagement, providing overall engagement supervision and serving as the primary client relationship contact. Ms. Tung's assignment to this matter reflects the long-standing relationship between the Firm and DEH, having previously served as lead counsel in connection with DEH's prior M&A transactions. Ms. Tung will be involved in all material strategy decisions, settlement discussions, and regulatory interactions.

Oliver Mackenzie — Billing Partner. Mr. Mackenzie is a partner in the Firm's Mergers & Acquisitions practice and will serve as the Billing Partner for this engagement. Mr. Mackenzie will be responsible for oversight of fee arrangements, billing administration, financial reporting, and the management of the client trust account. All billing inquiries should be directed to Mr. Mackenzie.

Cynthia Ho — Lead Associate. Ms. Ho is a senior associate in the Firm's Real Estate practice with significant experience in environmental regulatory matters and land-use restrictions. Ms. Ho will be responsible for the day-to-day management of the VCP application, regulatory compliance submissions, and communications with TCEQ. She will also take the lead on negotiations with Calera Properties Group LLC regarding the Site Access & Cost-Sharing Agreement, title examination matters through Lone Star Title & Escrow Co., and the drafting and recording of institutional control instruments, including environmental restrictive covenants and deed restrictions.

Devon Archer — Working Associate. Mr. Archer is an associate in the Firm's Labor & Employment practice and will handle former-employee witness interviews, occupational-exposure research, document-preservation coordination (including the administration of the litigation hold), and related matters requiring labor and employment expertise.

From time to time, additional attorneys, paralegals, and professional staff may be assigned to assist with this engagement as workload demands require. The Firm will endeavor to provide prior notice to the Client of any material changes in staffing. The rates applicable to any additional personnel will be consistent with the fee schedule set forth in Section 5 below.

4. Client Contact

The primary client contact for purposes of this engagement shall be Mr. Gavin Rourke, Chairman and Chief Executive Officer of Dunmore Energy Holdings Ltd. All material communications regarding engagement strategy, significant developments in the VCP process or cost-recovery matter, settlement proposals, and matters requiring client authorization or direction shall be directed to Mr. Rourke at the following address:

Mr. Gavin Rourke Chairman & Chief Executive Officer Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman, KY1-1002 Cayman Islands

In the event that Mr. Rourke designates an alternative contact person or delegate for any specific matter or period of time, the Firm will honor such designation upon receipt of written confirmation from Mr. Rourke. All material communications, strategy decisions, and settlement authority shall be directed through Mr. Rourke or his designee. The Firm will not accept settlement instructions or make material concessions in negotiations without express authorization from the Client's designated contact.

5. Fee Arrangement

5.1 Hourly Rates

The Firm's fees for legal services rendered in connection with this engagement will be charged on a blended hourly-rate basis as follows:

These rates reflect a negotiated discount from the Firm's standard published rates and are effective as of the date of this letter. Rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide not less than sixty (60) days' prior written notice to the Client of any rate increase, and the adjusted rates will apply only to services rendered on or after the effective date of the increase.

All attorney and paralegal time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each time entry will include a description of the services performed sufficient to enable the Client to evaluate the nature and necessity of the work.

5.2 Estimated Total Legal Fees

Based on the scope of work described in Section 2 above, the Firm estimates that total legal fees for this engagement will fall in the range of One Million One Hundred Thousand Dollars ($1,100,000.00) to One Million Six Hundred Thousand Dollars ($1,600,000.00). This estimate covers the engagement through the resolution of the cost-recovery matter against RCFD (whether by negotiated settlement, mediation, or adjudication) and/or the issuance of the TCEQ Certificate of Completion for the Site, whichever occurs later.

This estimate is provided solely for the Client's internal budgeting purposes and does not constitute a cap, ceiling, or guarantee of total fees. Actual fees will depend on a number of factors that are difficult to predict with precision, including the complexity and duration of the VCP process, the pace of TCEQ review and oversight, the course of negotiations with Calera and RCFD, whether formal litigation is required in the cost-recovery matter, the volume and complexity of discovery, the need for expert witnesses and consultants beyond those currently retained, and unanticipated regulatory developments. The Firm will endeavor to keep the Client apprised of fee accumulation on a regular basis and will promptly advise the Client if circumstances arise that may cause total fees to exceed the upper end of the estimated range.

5.3 Retainer. The Client has provided an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00), which was received by the Firm on June 25, 2025. The retainer will be deposited in the Firm's client trust account, an Interest on Lawyers' Trust Account ("IOLTA") maintained in accordance with the Texas Disciplinary Rules of Professional Conduct and the requirements of the State Bar of Texas.

The retainer will be held in trust and applied against fees and expenses as they are invoiced. Specifically, upon the issuance of each monthly invoice, the Firm will apply available retainer funds to the outstanding balance, and the Client will receive a statement reflecting the application and the remaining retainer balance.

The Client agrees to replenish the retainer to the original amount of One Hundred Fifty Thousand Dollars ($150,000.00) upon written request from the Firm if the retainer balance falls below Fifty Thousand Dollars ($50,000.00). Requests for replenishment will be made in writing and will specify the amount required to restore the retainer to the agreed level.

Upon the conclusion of the engagement, whether by completion of all matters, mutual agreement, or termination pursuant to Section 11, any unused retainer balance remaining in the client trust account will be promptly refunded to the Client.

6. Expenses and Disbursements

In addition to the professional fees described in Section 5, the Client will be responsible for the reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following:

(a) Filing Fees and Court Costs. All filing fees, court costs, service of process charges, and related expenses, including the One Thousand Dollar ($1,000.00) VCP application fee already remitted to TCEQ on behalf of DEH on June 25, 2025.

(b) Expert Consultant and Witness Fees. Fees and expenses of expert consultants and witnesses retained by the Firm on behalf of DEH in connection with this engagement. For the avoidance of doubt, Pinehill Environmental Consulting LLC's fees and expenses are billed directly to DEH under a separate engagement between DEH and Pinehill, and those fees will not be reflected on the Firm's invoices.

(c) TCEQ Oversight Fees. The TCEQ charges oversight fees for its review of VCP submissions and oversight of remediation activities at the rate currently set at approximately Two Hundred Twenty-Five Dollars ($225.00) per hour. Based on the anticipated duration and complexity of the VCP process, the Firm estimates that total TCEQ oversight fees over the life of the project will be approximately One Hundred Thirty-Five Thousand Dollars ($135,000.00). These fees are payable directly to TCEQ and will be invoiced to the Client as disbursements.

(d) Title Searches and Recording Fees. Fees for title searches, title insurance commitments, document recording, and related services provided by Lone Star Title & Escrow Co. in connection with the Site Access Agreement and the recording of institutional controls and deed restrictions.

(e) Travel Expenses. Reasonable travel expenses incurred by members of the engagement team in connection with travel to the Site in Wharton County, Texas; to TCEQ offices in Austin, Texas; to the offices of opposing counsel; and to any court in which proceedings may be filed. Travel expenses will be billed at cost and will include airfare (coach class), hotel accommodations, ground transportation, meals, and incidentals.

(f) Document Reproduction, Electronic discovery, and Courier Charges. Costs associated with the reproduction of documents, the processing and hosting of electronically stored information for purposes of litigation, and courier or overnight delivery charges.

The Firm will use commercially reasonable efforts to minimize disbursement costs. Extraordinary expenses—defined for purposes of this engagement as any single expense item exceeding Five Thousand Dollars ($5,000.00)—will require prior written approval from the Client before being incurred. The Firm will notify the Client in advance of any anticipated extraordinary expense and will provide a description of the expense and its estimated amount.

7. Billing and Payment

The Firm will issue detailed monthly invoices for professional fees and expenses incurred during the preceding calendar month. Each invoice will set forth a description of the services rendered by each timekeeper, the time expended, the applicable rate, the total fees for the period, an itemization of disbursements, and the total amount due. All invoices will reference Matter No. 1016-00006 for the Client's internal tracking purposes.

Invoices are due and payable within thirty (30) days of the date of the invoice (Net-30 terms). Payment may be made by wire transfer or check to the account or address specified on the invoice. If the Client anticipates any difficulty in making timely payment, we ask that the Client contact the Billing Partner, Oliver Mackenzie, as soon as practicable so that mutually acceptable arrangements can be made.

The Firm reserves the right to apply available retainer funds to any invoice that remains unpaid beyond the thirty (30) day payment period, provided that the Firm has given the Client written notice of the past-due status of such invoice at least ten (10) business days prior to applying retainer funds.

Any billing inquiries or disputes regarding the amount or description of charges should be directed promptly to Oliver Mackenzie, Billing Partner, at (713) 555-8200 or by email to omackenzie@calderwoodharkness.com.

8. Confidentiality

All communications between the Firm and the Client, including oral and written communications, memoranda, notes, analyses, and work product prepared by the Firm in connection with this engagement, are protected by the attorney-client privilege and, where applicable, the work-product doctrine. The Firm takes its confidentiality obligations seriously and will maintain the confidentiality of all information provided by the Client in connection with this engagement, consistent with the Texas Disciplinary Rules of Professional Conduct, applicable law, and the terms of this letter.

We note that certain information may need to be disclosed to regulatory agencies, principally TCEQ, in the course of the VCP process. Such disclosures may include information regarding the nature and extent of contamination at the Site, historical operations, the identity and activities of prior operators, and the progress of remediation. To the extent practicable, the Firm will consult with the Client before making any such disclosures, and all regulatory submissions will be made only with the Client's prior knowledge and consent. The Firm will endeavor to structure regulatory disclosures to minimize the waiver of privilege and to preserve the confidentiality of attorney work product and legal strategy to the greatest extent possible.

9. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check in connection with this engagement, screening the names of the Client, its affiliates and subsidiaries, the Site, and all known adverse and related parties against the Firm's conflicts database. Based on this review, the Firm has identified no conflicts of interest that would preclude the Firm's representation of DEH in the matters described herein.

Specifically, the Firm confirms that it does not currently represent, and has not within the past two years represented, Calera Properties Group LLC, Rowan Creek Fuel Distributors, Inc., Bridgemont Insurance Company, Pinehill Environmental Consulting LLC, or any other party adverse to DEH in any matter related to the Site or the matters described in this engagement letter. The Firm further confirms that it is not aware of any business, financial, or personal relationship involving any attorney assigned to this engagement that would create a conflict of interest or impair the Firm's ability to provide independent and zealous representation to DEH.

The Client agrees to promptly notify the Firm of any changes in DEH's corporate structure, ownership, affiliations, or relationships that may affect the conflicts analysis, including but not limited to mergers, acquisitions, dispositions, changes in directors or officers, or the creation of new subsidiaries or affiliates.

10. Document Retention

Upon conclusion of the engagement, the Firm will return all original documents to the Client and will retain copies of the engagement file—including correspondence, pleadings, memoranda, research, work product, and other materials—in accordance with the Firm's document retention policy. The Firm's current policy provides for a minimum retention period of seven (7) years from the date the file is closed, after which the Firm may destroy the file materials without further notice to the Client.

The Client may request the return or destruction of file materials at any time during or after the engagement, subject to the Firm's obligations under applicable law, court orders, and the Texas Disciplinary Rules of Professional Conduct. Any costs associated with the retrieval, copying, or shipment of file materials at the Client's request will be borne by the Client.

11. Termination

Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from representation is subject to the Firm's ethical obligations under the Texas Disciplinary Rules of Professional Conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests, to give the Client sufficient notice to obtain successor counsel, and to comply with any applicable court orders governing withdrawal of counsel.

Upon termination of the engagement, the Client will remain responsible for the payment of all fees and expenses incurred through the effective date of termination, including any fees or expenses that have been incurred but not yet invoiced. The Firm will cooperate fully in the orderly transition of the Client's matters to successor counsel, including the transfer of files, the provision of status reports, and the execution of any documents reasonably necessary to facilitate the transition.

In the event that termination occurs while litigation is pending, the Firm will comply with all applicable court rules governing the substitution of counsel and will not file a motion to withdraw without providing the Client with reasonable advance notice and an opportunity to secure replacement representation.

12. Limitation of Liability; No Guarantee of Outcome

The Firm will exercise reasonable professional skill and care in providing legal services under this engagement, consistent with the standards applicable to attorneys practicing in the State of Texas with experience in environmental, regulatory, and litigation matters.

The Client acknowledges that no outcome in the VCP process, the cost-recovery action against RCFD, the negotiations with Calera, the insurance coverage analysis, or any other matter within the scope of this engagement can be guaranteed. The practice of law involves inherent uncertainties, and the outcome of any legal or regulatory proceeding is subject to factors beyond the Firm's control, including the actions and decisions of regulatory agencies, courts, opposing parties, and other third parties. While the Firm will provide its professional assessment of the strengths and risks of the Client's positions, the Client understands that such assessments are opinions, not guarantees.

To the fullest extent permitted by applicable law and the Texas Disciplinary Rules of Professional Conduct, the Firm's aggregate liability for any claim or claims arising out of or relating to this engagement, whether based in contract, tort, breach of fiduciary duty, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement. This limitation does not apply to the extent that it is prohibited by applicable law or the rules of professional conduct governing attorneys licensed in the State of Texas.

13. Governing Law and Dispute Resolution

This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws that might otherwise require the application of the laws of another jurisdiction.

Any disputes arising out of or relating to this engagement, the interpretation or enforceability of this letter, or the Firm's representation of the Client, that cannot be resolved through good-faith negotiation between the parties, shall be submitted to and resolved by binding arbitration in Houston, Texas. Such arbitration shall be conducted in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment upon 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 such arbitration, unless the arbitrator determines that an award of fees and costs is appropriate under applicable law. The parties may agree in writing to an alternative dispute resolution mechanism in lieu of arbitration.

14. Acceptance and Execution

We are enthusiastic about the opportunity to represent Dunmore Energy Holdings Ltd. in connection with these important matters and are prepared to proceed immediately upon your authorization. If the terms and conditions set forth in this engagement letter are acceptable to DEH, we respectfully request that you confirm your acceptance by signing in the space provided below and returning a signed copy to the undersigned. Two duplicate originals of this letter are enclosed for your convenience; please sign and return one original and retain the other for your records.

Please do not hesitate to contact Sandra Tung or Oliver Mackenzie if you have any questions regarding the terms of this letter or any aspect of the contemplated engagement. We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sandra Tung

Title: Partner (Responsible Partner)

Date: ________

By: ________

Name: Oliver Mackenzie

Title: Partner (Billing Partner)

Date: ________

ACCEPTED AND AGREED

The undersigned, on behalf of Dunmore Energy Holdings Ltd., hereby accepts and agrees to the terms and conditions set forth in this Engagement Letter, effective as of the date first written above.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Gavin Rourke

Title: Chairman & Chief Executive Officer

Date: ________

Enclosures

The following documents are enclosed with this Engagement Letter:

1. Copy of this Engagement Letter for Client's records (duplicate original)

2. Form W-9 (Request for Taxpayer Identification Number and Certification) for Calderwood & Harkness LLP

3. Firm's Standard Terms of Engagement (supplemental terms, if applicable)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This engagement letter and all attachments and enclosures are confidential and subject to the attorney-client privilege. Unauthorized disclosure, copying, or distribution is prohibited.

Timekeeper Category	Hourly Rate
Partners	$895.00
Senior Associates	$625.00
Associates	$475.00
Paralegals	$275.00

CALDERWOOD & HARKNESS LLP Attorneys & Counselors at Law 1200 McKinney Street, Suite 4100 Houston, Texas 77010
Telephone: (713) 555-8200 Facsimile: (713) 555-8201
June 25, 2025
Mr. Gavin Rourke Chairman & Chief Executive Officer Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman, KY1-1002 Cayman Islands
Re: Engagement of Calderwood & Harkness LLP — Voluntary Remediation, Regulatory Compliance, and Cost-Recovery Matters, Dunmore Wharton Terminal Site, 14200 FM 1301, Wharton, Wharton County, Texas 77488
Matter No.: 1016-00006
Dear Mr. Rourke:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Dunmore Energy Holdings Ltd. ("DEH" or the "Client"), a Cayman Islands exempted company (Registration No. MC-318574), to serve as primary outside counsel in connection with the environmental remediation, regulatory compliance, and cost-recovery matters described herein. These matters relate to the legacy petroleum bulk-storage terminal located at 14200 FM 1301, Wharton, Wharton County, Texas 77488 (the "Site"), commonly known as the Dunmore Wharton Terminal.
This letter sets forth the terms and conditions of our engagement, including the scope of representation, engagement team staffing, fee arrangements, billing procedures, expense reimbursement, confidentiality obligations, conflicts of interest, document retention, termination rights, and related matters. We ask that you review this letter carefully and, if its terms are acceptable, sign and return a copy to us in order to formally authorize the commencement of our representation.
As background, we understand that DEH is the successor-in-interest to Dunmore Terminal Services, Inc. ("DTS"), a Texas corporation that was dissolved effective December 31, 2017. DTS's environmental liabilities, including all obligations, known and unknown, arising from the ownership, operation, and closure of the Site, were assumed by DEH pursuant to a Plan of Dissolution and Assignment of Liabilities dated October 15, 2017. DEH accordingly stands in the shoes of DTS with respect to all environmental remediation obligations, regulatory compliance responsibilities, and rights of contribution and cost recovery associated with the Site. This engagement is intended to address the full spectrum of legal services required to navigate the remediation of the Site, secure regulatory closure, and recover an appropriate share of remediation costs from responsible third parties.
We appreciate the confidence that DEH has placed in Calderwood & Harkness LLP, and we look forward to working closely with you and your team to bring these matters to a successful resolution.
2. Scope of Representation
The scope of our engagement encompasses the following matters, each of which is described in greater detail below.
2.1 Voluntary Remediation — TCEQ Voluntary Cleanup Program
The Firm will represent DEH in connection with the preparation, submission, and prosecution of an application to the Texas Commission on Environmental Quality ("TCEQ") Voluntary Cleanup Program ("VCP") for the Site. The VCP, codified at Texas Health & Safety Code §§ 361.601–361.613 and administered under 30 Texas Administrative Code Chapter 333, provides a mechanism for voluntary remediation of contaminated properties under TCEQ oversight, culminating in the issuance of a Certificate of Completion ("CoC") that provides liability protection to the applicant and future property owners. The TCEQ has assigned VCP Tracking No. VCP-2517 upon receipt of DEH's application materials. The VCP application fee of One Thousand Dollars ($1,000.00) was paid on behalf of DEH on June 25, 2025, and will be reflected as a disbursement on the first monthly invoice.
Our VCP-related services will include, without limitation, the following:
(a) Coordination with Environmental Consultant. The Firm will coordinate closely with DEH's retained environmental consultant, Pinehill Environmental Consulting LLC ("Pinehill"), and its Principal-in-Charge, Dr. Lena Vasquez, P.E., P.G., regarding the preparation and submission of the Affected Property Assessment Report ("APAR"). The APAR is a comprehensive characterization of the nature and extent of contamination at the Site, including historical operations, releases, affected media, and receptor exposure pathways. The target submission date for the APAR to TCEQ is October 31, 2025. The Firm will review and provide legal input on draft APAR submissions before filing to ensure consistency with regulatory requirements and to protect DEH's legal interests.
(b) Voluntary Cleanup Work Plan. Following TCEQ's review and acceptance of the APAR, the Firm will prepare and submit a Voluntary Cleanup Work Plan ("VCWP") setting forth the proposed remedial approach for the Site, including remediation objectives, performance standards, engineering controls, institutional controls, and a proposed schedule for implementation. The target date for submission of the VCWP is April 2026.
(c) Ongoing Regulatory Liaison. Throughout the active remediation phase, which is currently estimated to extend from approximately June 2026 through December 2028, and the subsequent post-remediation monitoring period, estimated to run from approximately January 2029 through December 2032, the Firm will serve as DEH's primary point of contact with TCEQ. This will include responding to TCEQ information requests, attending meetings and conference calls with TCEQ project managers, reviewing and commenting on TCEQ correspondence and directives, and ensuring that all regulatory deadlines and milestones are met.
(d) Certificate of Completion. Upon successful completion of the remediation and monitoring phases, the Firm will pursue the issuance of a Certificate of Completion ("CoC") from TCEQ, which is the formal regulatory closure instrument under the VCP. The target date for obtaining the CoC is calendar year 2033, subject to the pace of remediation and TCEQ's review timeline.
For reference, the Site comprises a 48.7-acre tract consisting of Lots 3 and 4, H.T. & B.R.R. Survey, Abstract No. 241, Wharton County, Texas, as more particularly described in the deed recorded at Volume 1892, Page 417, Official Public Records, Wharton County, Texas. The Site is identified by Tax Parcel ID WC-0241-0034 in the records of the Wharton County Appraisal District.
2.2 Site Access and Cost-Sharing Agreement
The Firm will represent DEH in the negotiation, drafting, and finalization of a Site Access & Cost-Sharing Agreement (the "Access Agreement") with the current owner of the Site, Calera Properties Group LLC ("Calera"), a Texas limited liability company managed by Rebecca Strand. Calera is represented by the law firm of Kerrigan, Pace & Sullivan LLP, with lead attorney Nora Fujimoto. We understand that Calera acquired the Site at a tax foreclosure sale conducted by the Wharton County Tax Assessor-Collector in March 2019 for a purchase price of Six Hundred Twelve Thousand Dollars ($612,000.00).
The Access Agreement will address, among other things, the following matters:
(a) DEH's rights of access to the Site for purposes of environmental investigation, remediation, construction of engineering controls, operation and maintenance of remediation systems, and long-term groundwater and soil monitoring;
(b) Insurance requirements applicable to DEH's activities on the Site, including commercial general liability coverage, automobile liability coverage, workers' compensation coverage, and pollution legal liability coverage, together with requirements for Calera to be named as an additional insured on applicable policies;
(c) Mutual indemnification provisions allocating responsibility for claims, losses, and liabilities arising from pre-existing contamination (to DEH) and from Calera's post-acquisition activities (to Calera);
(d) Escrow arrangements through Lone Star Title & Escrow Co. to hold and disburse cost-sharing contributions from each party in accordance with an agreed allocation methodology;
(e) Calera's cooperation in the execution and recording of institutional controls and deed restrictions upon completion of the VCP, as required by TCEQ as a condition of issuing the Certificate of Completion; and
(f) Duration, renewal, and termination provisions designed to ensure DEH's uninterrupted access throughout the anticipated remediation and monitoring periods.
2.3 Cost-Recovery Action Against Rowan Creek Fuel Distributors, Inc.
The Firm will represent DEH in the prosecution of its cost-recovery claim against Rowan Creek Fuel Distributors, Inc. ("RCFD"), a Texas corporation. RCFD's president is Malcolm Griggs. RCFD is represented by the law firm of Whitfield Barr LLP, with lead attorney Thomas Kessler.
The legal bases for DEH's cost-recovery claim include, without limitation:
(a) Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9607(a), which imposes strict, joint and several liability on responsible parties for the costs of responding to releases of hazardous substances; and
(b) Section 361.344 of the Texas Health & Safety Code (Texas Solid Waste Disposal Act), which provides a cause of action for contribution among persons who are liable or potentially liable for the costs of investigating and remediating contamination.
The factual basis for DEH's claim is as follows. RCFD co-operated the southern tank farm at the Site, encompassing Tanks S-1 through S-12 and comprising approximately 18 acres, under a Joint Operating Agreement with DTS (DEH's predecessor) from 1991 to 2010. During this period, at least four documented releases of petroleum hydrocarbons originated from tanks operated by RCFD, resulting in soil and groundwater contamination that is the subject of the VCP remediation described in Section 2.1 above. RCFD's proportionate share of the total estimated remediation costs has been calculated based on its operational footprint, the number and severity of releases attributable to its operations, and the duration of its involvement at the Site.
The total amount of DEH's claimed recovery from RCFD is Four Million Six Hundred Forty-Seven Thousand Dollars ($4,647,000.00), comprising the following components:
•  Allocated remediation share: $4,260,000.00
•  Investigative costs incurred by DEH during 2024–2025: $387,000.00
These figures are derived from Pinehill's April 2025 cost estimate, which projects total remediation costs for the Site in the range of Seven Million Eight Hundred Ten Thousand Dollars ($7,810,000.00) to Twelve Million One Hundred Eighty Thousand Dollars ($12,180,000.00), with a mid-range estimate of Nine Million Seven Hundred Forty Thousand Dollars ($9,740,000.00). Based on the allocation analysis described above, DEH's asserted share of total remediation costs is Five Million Four Hundred Eighty Thousand Dollars ($5,480,000.00), and RCFD's asserted share is Four Million Two Hundred Sixty Thousand Dollars ($4,260,000.00).
A pre-suit demand letter was sent by C&H to RCFD, care of Whitfield Barr LLP, on May 12, 2025, setting forth DEH's claim in detail and providing a sixty (60) day response deadline of July 11, 2025. On July 8, 2025, the Firm received a written response from Thomas Kessler of Whitfield Barr LLP on behalf of RCFD, denying liability in its entirety and counter-proposing a global settlement in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00). We will advise the Client separately regarding the evaluation of RCFD's counter-proposal and the recommended course of action.
In the event that the parties are unable to reach a negotiated resolution, the Firm anticipates filing a cost-recovery action in either the United States District Court for the Southern District of Texas, Houston Division (if proceeding under CERCLA), or in Texas state court in Wharton County (if proceeding solely under Texas law). The selection of forum will be discussed with the Client and will be informed by strategic considerations including the availability of a jury trial, the applicable burden of proof, the potential for federal preemption of certain state-law claims, and the relative convenience of the forum for witnesses and parties.
2.4 Related Matters
In addition to the principal matters described above, the scope of our engagement includes the following related matters:
(a) Environmental Restrictive Covenant / Deed Restriction. Upon completion of the VCP process, the Firm will prepare and record an environmental restrictive covenant or deed restriction as required by TCEQ as a condition of the Certificate of Completion. This instrument will restrict certain future uses of the Site (e.g., residential use, use of groundwater for drinking water) to ensure the long-term protectiveness of the selected remedy.
(b) Insurance Coverage Analysis. The Firm will analyze DEH's existing Pollution Legal Liability insurance policy issued by Bridgemont Insurance Company (Policy No. ENV-BIC-2024-07821), which provides a Fifteen Million Dollar ($15,000,000.00) aggregate limit, subject to a Five Hundred Thousand Dollar ($500,000.00) self-insured retention, with an effective period of March 1, 2024, through March 1, 2034. Our analysis will include a review of coverage triggers, policy exclusions, notice requirements, and the potential for the policy to respond to remediation costs and third-party claims. The Firm will coordinate with Bridgemont as necessary to ensure timely and adequate notice of claims and to maximize the potential for coverage.
(c) Document Preservation (Litigation Hold). In anticipation of cost-recovery litigation against RCFD, the Firm will assist DEH in implementing and maintaining an appropriate litigation hold to preserve documents and electronically stored information ("ESI") that may be relevant to the claims and defenses in the action. We will prepare and distribute a litigation hold notice to appropriate custodians within DEH and will provide guidance on the scope of preservation obligations.
(d) Former-Employee Witness Statements and Occupational-Exposure Matters. The Firm will assist with the identification and interview of former employees of DTS who have knowledge of operations at the Site, including the circumstances surrounding documented releases, the design and operation of tanks and containment systems, and any occupational-exposure incidents. This work will be coordinated with the labor and employment attorneys on our team and will be conducted with appropriate protections for privilege and work product.
(e) Coordination with Accounting Firm. As needed, the Firm will coordinate with DEH's accounting firm, Gresham & Alford CPAs, PLLC (engagement partner: Christine Lau, CPA), regarding the accrual and disclosure of environmental liabilities in DEH's financial statements, including compliance with applicable accounting standards (e.g., ASC 410-30 and ASC 450) and the preparation of footnote disclosures.
2.5 Matters Not Included
This engagement does not extend to tax planning or tax controversy matters, securities compliance or reporting obligations, general corporate governance, employment matters unrelated to Site operations, or any matters that do not arise from or relate to the Site. Any expansion of the scope of representation beyond the matters described in this Section 2 will be the subject of a separate engagement letter or a written amendment to this letter, signed by both parties.
3. Engagement Team
The following attorneys have been assigned to this engagement and will serve as the core engagement team:
Sandra Tung — Responsible Partner. Ms. Tung is a partner in the Firm's Mergers & Acquisitions practice and will serve as the Responsible Partner for this engagement, providing overall engagement supervision and serving as the primary client relationship contact. Ms. Tung's assignment to this matter reflects the long-standing relationship between the Firm and DEH, having previously served as lead counsel in connection with DEH's prior M&A transactions. Ms. Tung will be involved in all material strategy decisions, settlement discussions, and regulatory interactions.
Oliver Mackenzie — Billing Partner. Mr. Mackenzie is a partner in the Firm's Mergers & Acquisitions practice and will serve as the Billing Partner for this engagement. Mr. Mackenzie will be responsible for oversight of fee arrangements, billing administration, financial reporting, and the management of the client trust account. All billing inquiries should be directed to Mr. Mackenzie.
Cynthia Ho — Lead Associate. Ms. Ho is a senior associate in the Firm's Real Estate practice with significant experience in environmental regulatory matters and land-use restrictions. Ms. Ho will be responsible for the day-to-day management of the VCP application, regulatory compliance submissions, and communications with TCEQ. She will also take the lead on negotiations with Calera Properties Group LLC regarding the Site Access & Cost-Sharing Agreement, title examination matters through Lone Star Title & Escrow Co., and the drafting and recording of institutional control instruments, including environmental restrictive covenants and deed restrictions.
Devon Archer — Working Associate. Mr. Archer is an associate in the Firm's Labor & Employment practice and will handle former-employee witness interviews, occupational-exposure research, document-preservation coordination (including the administration of the litigation hold), and related matters requiring labor and employment expertise.
From time to time, additional attorneys, paralegals, and professional staff may be assigned to assist with this engagement as workload demands require. The Firm will endeavor to provide prior notice to the Client of any material changes in staffing. The rates applicable to any additional personnel will be consistent with the fee schedule set forth in Section 5 below.
4. Client Contact
The primary client contact for purposes of this engagement shall be Mr. Gavin Rourke, Chairman and Chief Executive Officer of Dunmore Energy Holdings Ltd. All material communications regarding engagement strategy, significant developments in the VCP process or cost-recovery matter, settlement proposals, and matters requiring client authorization or direction shall be directed to Mr. Rourke at the following address:
Mr. Gavin Rourke Chairman & Chief Executive Officer Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman, KY1-1002 Cayman Islands
In the event that Mr. Rourke designates an alternative contact person or delegate for any specific matter or period of time, the Firm will honor such designation upon receipt of written confirmation from Mr. Rourke. All material communications, strategy decisions, and settlement authority shall be directed through Mr. Rourke or his designee. The Firm will not accept settlement instructions or make material concessions in negotiations without express authorization from the Client's designated contact.
5. Fee Arrangement
5.1 Hourly Rates
The Firm's fees for legal services rendered in connection with this engagement will be charged on a blended hourly-rate basis as follows:
These rates reflect a negotiated discount from the Firm's standard published rates and are effective as of the date of this letter. Rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide not less than sixty (60) days' prior written notice to the Client of any rate increase, and the adjusted rates will apply only to services rendered on or after the effective date of the increase.
All attorney and paralegal time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each time entry will include a description of the services performed sufficient to enable the Client to evaluate the nature and necessity of the work.
5.2 Estimated Total Legal Fees
Based on the scope of work described in Section 2 above, the Firm estimates that total legal fees for this engagement will fall in the range of One Million One Hundred Thousand Dollars ($1,100,000.00) to One Million Six Hundred Thousand Dollars ($1,600,000.00). This estimate covers the engagement through the resolution of the cost-recovery matter against RCFD (whether by negotiated settlement, mediation, or adjudication) and/or the issuance of the TCEQ Certificate of Completion for the Site, whichever occurs later.
This estimate is provided solely for the Client's internal budgeting purposes and does not constitute a cap, ceiling, or guarantee of total fees. Actual fees will depend on a number of factors that are difficult to predict with precision, including the complexity and duration of the VCP process, the pace of TCEQ review and oversight, the course of negotiations with Calera and RCFD, whether formal litigation is required in the cost-recovery matter, the volume and complexity of discovery, the need for expert witnesses and consultants beyond those currently retained, and unanticipated regulatory developments. The Firm will endeavor to keep the Client apprised of fee accumulation on a regular basis and will promptly advise the Client if circumstances arise that may cause total fees to exceed the upper end of the estimated range.
5.3 Retainer.  The Client has provided an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00), which was received by the Firm on June 25, 2025. The retainer will be deposited in the Firm's client trust account, an Interest on Lawyers' Trust Account ("IOLTA") maintained in accordance with the Texas Disciplinary Rules of Professional Conduct and the requirements of the State Bar of Texas.
The retainer will be held in trust and applied against fees and expenses as they are invoiced. Specifically, upon the issuance of each monthly invoice, the Firm will apply available retainer funds to the outstanding balance, and the Client will receive a statement reflecting the application and the remaining retainer balance.
The Client agrees to replenish the retainer to the original amount of One Hundred Fifty Thousand Dollars ($150,000.00) upon written request from the Firm if the retainer balance falls below Fifty Thousand Dollars ($50,000.00). Requests for replenishment will be made in writing and will specify the amount required to restore the retainer to the agreed level.
Upon the conclusion of the engagement, whether by completion of all matters, mutual agreement, or termination pursuant to Section 11, any unused retainer balance remaining in the client trust account will be promptly refunded to the Client.
6. Expenses and Disbursements
In addition to the professional fees described in Section 5, the Client will be responsible for the reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following:
(a) Filing Fees and Court Costs. All filing fees, court costs, service of process charges, and related expenses, including the One Thousand Dollar ($1,000.00) VCP application fee already remitted to TCEQ on behalf of DEH on June 25, 2025.
(b) Expert Consultant and Witness Fees. Fees and expenses of expert consultants and witnesses retained by the Firm on behalf of DEH in connection with this engagement. For the avoidance of doubt, Pinehill Environmental Consulting LLC's fees and expenses are billed directly to DEH under a separate engagement between DEH and Pinehill, and those fees will not be reflected on the Firm's invoices.
(c) TCEQ Oversight Fees. The TCEQ charges oversight fees for its review of VCP submissions and oversight of remediation activities at the rate currently set at approximately Two Hundred Twenty-Five Dollars ($225.00) per hour. Based on the anticipated duration and complexity of the VCP process, the Firm estimates that total TCEQ oversight fees over the life of the project will be approximately One Hundred Thirty-Five Thousand Dollars ($135,000.00). These fees are payable directly to TCEQ and will be invoiced to the Client as disbursements.
(d) Title Searches and Recording Fees. Fees for title searches, title insurance commitments, document recording, and related services provided by Lone Star Title & Escrow Co. in connection with the Site Access Agreement and the recording of institutional controls and deed restrictions.
(e) Travel Expenses. Reasonable travel expenses incurred by members of the engagement team in connection with travel to the Site in Wharton County, Texas; to TCEQ offices in Austin, Texas; to the offices of opposing counsel; and to any court in which proceedings may be filed. Travel expenses will be billed at cost and will include airfare (coach class), hotel accommodations, ground transportation, meals, and incidentals.
(f) Document Reproduction, Electronic discovery, and Courier Charges. Costs associated with the reproduction of documents, the processing and hosting of electronically stored information for purposes of litigation, and courier or overnight delivery charges.
The Firm will use commercially reasonable efforts to minimize disbursement costs. Extraordinary expenses—defined for purposes of this engagement as any single expense item exceeding Five Thousand Dollars ($5,000.00)—will require prior written approval from the Client before being incurred. The Firm will notify the Client in advance of any anticipated extraordinary expense and will provide a description of the expense and its estimated amount.
7. Billing and Payment
The Firm will issue detailed monthly invoices for professional fees and expenses incurred during the preceding calendar month. Each invoice will set forth a description of the services rendered by each timekeeper, the time expended, the applicable rate, the total fees for the period, an itemization of disbursements, and the total amount due. All invoices will reference Matter No. 1016-00006 for the Client's internal tracking purposes.
Invoices are due and payable within thirty (30) days of the date of the invoice (Net-30 terms). Payment may be made by wire transfer or check to the account or address specified on the invoice. If the Client anticipates any difficulty in making timely payment, we ask that the Client contact the Billing Partner, Oliver Mackenzie, as soon as practicable so that mutually acceptable arrangements can be made.
The Firm reserves the right to apply available retainer funds to any invoice that remains unpaid beyond the thirty (30) day payment period, provided that the Firm has given the Client written notice of the past-due status of such invoice at least ten (10) business days prior to applying retainer funds.
Any billing inquiries or disputes regarding the amount or description of charges should be directed promptly to Oliver Mackenzie, Billing Partner, at (713) 555-8200 or by email to omackenzie@calderwoodharkness.com.
8. Confidentiality
All communications between the Firm and the Client, including oral and written communications, memoranda, notes, analyses, and work product prepared by the Firm in connection with this engagement, are protected by the attorney-client privilege and, where applicable, the work-product doctrine. The Firm takes its confidentiality obligations seriously and will maintain the confidentiality of all information provided by the Client in connection with this engagement, consistent with the Texas Disciplinary Rules of Professional Conduct, applicable law, and the terms of this letter.
We note that certain information may need to be disclosed to regulatory agencies, principally TCEQ, in the course of the VCP process. Such disclosures may include information regarding the nature and extent of contamination at the Site, historical operations, the identity and activities of prior operators, and the progress of remediation. To the extent practicable, the Firm will consult with the Client before making any such disclosures, and all regulatory submissions will be made only with the Client's prior knowledge and consent. The Firm will endeavor to structure regulatory disclosures to minimize the waiver of privilege and to preserve the confidentiality of attorney work product and legal strategy to the greatest extent possible.
9. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check in connection with this engagement, screening the names of the Client, its affiliates and subsidiaries, the Site, and all known adverse and related parties against the Firm's conflicts database. Based on this review, the Firm has identified no conflicts of interest that would preclude the Firm's representation of DEH in the matters described herein.
Specifically, the Firm confirms that it does not currently represent, and has not within the past two years represented, Calera Properties Group LLC, Rowan Creek Fuel Distributors, Inc., Bridgemont Insurance Company, Pinehill Environmental Consulting LLC, or any other party adverse to DEH in any matter related to the Site or the matters described in this engagement letter. The Firm further confirms that it is not aware of any business, financial, or personal relationship involving any attorney assigned to this engagement that would create a conflict of interest or impair the Firm's ability to provide independent and zealous representation to DEH.
The Client agrees to promptly notify the Firm of any changes in DEH's corporate structure, ownership, affiliations, or relationships that may affect the conflicts analysis, including but not limited to mergers, acquisitions, dispositions, changes in directors or officers, or the creation of new subsidiaries or affiliates.
10. Document Retention
Upon conclusion of the engagement, the Firm will return all original documents to the Client and will retain copies of the engagement file—including correspondence, pleadings, memoranda, research, work product, and other materials—in accordance with the Firm's document retention policy. The Firm's current policy provides for a minimum retention period of seven (7) years from the date the file is closed, after which the Firm may destroy the file materials without further notice to the Client.
The Client may request the return or destruction of file materials at any time during or after the engagement, subject to the Firm's obligations under applicable law, court orders, and the Texas Disciplinary Rules of Professional Conduct. Any costs associated with the retrieval, copying, or shipment of file materials at the Client's request will be borne by the Client.
11. Termination
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from representation is subject to the Firm's ethical obligations under the Texas Disciplinary Rules of Professional Conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests, to give the Client sufficient notice to obtain successor counsel, and to comply with any applicable court orders governing withdrawal of counsel.
Upon termination of the engagement, the Client will remain responsible for the payment of all fees and expenses incurred through the effective date of termination, including any fees or expenses that have been incurred but not yet invoiced. The Firm will cooperate fully in the orderly transition of the Client's matters to successor counsel, including the transfer of files, the provision of status reports, and the execution of any documents reasonably necessary to facilitate the transition.
In the event that termination occurs while litigation is pending, the Firm will comply with all applicable court rules governing the substitution of counsel and will not file a motion to withdraw without providing the Client with reasonable advance notice and an opportunity to secure replacement representation.
12. Limitation of Liability; No Guarantee of Outcome
The Firm will exercise reasonable professional skill and care in providing legal services under this engagement, consistent with the standards applicable to attorneys practicing in the State of Texas with experience in environmental, regulatory, and litigation matters.
The Client acknowledges that no outcome in the VCP process, the cost-recovery action against RCFD, the negotiations with Calera, the insurance coverage analysis, or any other matter within the scope of this engagement can be guaranteed. The practice of law involves inherent uncertainties, and the outcome of any legal or regulatory proceeding is subject to factors beyond the Firm's control, including the actions and decisions of regulatory agencies, courts, opposing parties, and other third parties. While the Firm will provide its professional assessment of the strengths and risks of the Client's positions, the Client understands that such assessments are opinions, not guarantees.
To the fullest extent permitted by applicable law and the Texas Disciplinary Rules of Professional Conduct, the Firm's aggregate liability for any claim or claims arising out of or relating to this engagement, whether based in contract, tort, breach of fiduciary duty, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement. This limitation does not apply to the extent that it is prohibited by applicable law or the rules of professional conduct governing attorneys licensed in the State of Texas.
13. Governing Law and Dispute Resolution
This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws that might otherwise require the application of the laws of another jurisdiction.
Any disputes arising out of or relating to this engagement, the interpretation or enforceability of this letter, or the Firm's representation of the Client, that cannot be resolved through good-faith negotiation between the parties, shall be submitted to and resolved by binding arbitration in Houston, Texas. Such arbitration shall be conducted in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment upon 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 such arbitration, unless the arbitrator determines that an award of fees and costs is appropriate under applicable law. The parties may agree in writing to an alternative dispute resolution mechanism in lieu of arbitration.
14. Acceptance and Execution
We are enthusiastic about the opportunity to represent Dunmore Energy Holdings Ltd. in connection with these important matters and are prepared to proceed immediately upon your authorization. If the terms and conditions set forth in this engagement letter are acceptable to DEH, we respectfully request that you confirm your acceptance by signing in the space provided below and returning a signed copy to the undersigned. Two duplicate originals of this letter are enclosed for your convenience; please sign and return one original and retain the other for your records.
Please do not hesitate to contact Sandra Tung or Oliver Mackenzie if you have any questions regarding the terms of this letter or any aspect of the contemplated engagement. We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sandra Tung
Title: Partner (Responsible Partner)
Date: ________
By: ________
Name: Oliver Mackenzie
Title: Partner (Billing Partner)
Date: ________
ACCEPTED AND AGREED
The undersigned, on behalf of Dunmore Energy Holdings Ltd., hereby accepts and agrees to the terms and conditions set forth in this Engagement Letter, effective as of the date first written above.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Gavin Rourke
Title: Chairman & Chief Executive Officer
Date: ________
Enclosures
The following documents are enclosed with this Engagement Letter:
1.  Copy of this Engagement Letter for Client's records (duplicate original)
2.  Form W-9 (Request for Taxpayer Identification Number and Certification) for Calderwood & Harkness LLP
3.  Firm's Standard Terms of Engagement (supplemental terms, if applicable)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This engagement letter and all attachments and enclosures are confidential and subject to the attorney-client privilege. Unauthorized disclosure, copying, or distribution is prohibited.
Timekeeper Category | Hourly Rate
Partners | $895.00
Senior Associates | $625.00
Associates | $475.00
Paralegals | $275.00

CALDERWOOD & HARKNESS LLP Attorneys & Counselors at Law 1200 McKinney Street, Suite 4100 Houston, Texas 77010

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

DUNMORE ENERGY HOLDINGS LTD.

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