engagement-letter-deh-ofac-vsd.docx

1016-00007 · Client 1016 · Engagement

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

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CALDERWOOD & HARKNESS LLP 400 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

August 14, 2023

VIA EMAIL & Severin Partners LLC

Mr. Marcus Whitfield Senior Vice President & General Counsel Dunmore Energy Holdings Ltd. 1200 Travis Street, Suite 3400 Houston, TX 77002

Re: Engagement of Calderwood & Harkness LLP Matter No. 1016-00007 OFAC Voluntary Self-Disclosure — Dunmore Trading International Ltd.

Dear Marcus:

We are pleased to confirm that Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company"), a Cayman Islands exempted company limited by shares, has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to represent the Company and its wholly owned subsidiary, Dunmore Trading International Ltd. ("DTI"), a private company limited by shares registered in England and Wales (Companies House No. 12849371), in connection with the matters described below. This letter sets forth the terms and conditions upon which the Firm will provide legal services and, together with the countersignature below, constitutes the binding agreement between the Firm and the Company regarding this engagement.

The scope of our engagement encompasses three principal areas of work: (a) conducting a privileged internal investigation into certain transactions between DTI and Caspian Star Commodities DMCC ("Caspian Star"), a limited liability company organized in the Dubai Multi Commodities Centre, that may constitute apparent violations of United States sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury; (b) the preparation and filing of a voluntary self-disclosure ("VSD") with OFAC in accordance with applicable regulations and guidance; and (c) the representation of the Company and DTI in any subsequent OFAC enforcement proceedings arising from the foregoing (collectively, the "Matter"). The specific terms of this engagement are set forth in detail below.

1. SCOPE OF ENGAGEMENT

The Firm's representation of the Company and DTI in connection with the Matter shall include, but is not limited to, the following:

(a) Internal Investigation. Conducting a privileged internal investigation, undertaken at the direction of counsel, to determine the facts and circumstances surrounding DTI's transactions with Caspian Star Commodities DMCC. This investigation will include, without limitation, the identification, collection, review, and analysis of relevant contracts, invoices, payment records, bank transfer documentation, sanctions screening logs, compliance policies and procedures, and such other documents as we deem pertinent. The investigation will also encompass interviews of key personnel of the Company and DTI, including but not limited to individuals in the trading, compliance, finance, and legal departments who may have knowledge relevant to the transactions at issue. All such interviews will be conducted pursuant to the Company's direction and will be subject to appropriate Upjohn warnings to ensure that interviewees understand that the Firm represents the Company and not any individual in his or her personal capacity.

(b) Voluntary Self-Disclosure. Preparing and filing a VSD with OFAC on behalf of the Company and DTI in accordance with 31 C.F.R. § 501.806 and the guidance set forth in OFAC's Economic Sanctions Enforcement Guidelines (as most recently amended and published in the Federal Register). The VSD will present the results of our internal investigation in a manner designed to demonstrate the Company's and DTI's full and timely cooperation with OFAC, which is a significant mitigating factor under OFAC's enforcement framework. We anticipate that the initial filing will include a preliminary narrative disclosure, to be followed by a comprehensive final submission incorporating the complete findings of the investigation, all relevant transaction data, and a description of remedial measures undertaken or planned.

(c) Supplemental Information Requests. Responding to any requests from OFAC for supplemental information, documentation, or clarification arising from or in connection with the VSD, including the preparation and submission of written responses and the production of supporting materials as may be required by OFAC's Enforcement Division.

(d) Remedial Compliance Measures. Advising the Company and DTI on the design, implementation, and documentation of remedial compliance measures intended to address the root causes of the potential violations identified in the investigation. Such advice may include recommendations regarding enhancements to the Company's and DTI's sanctions compliance program, including screening protocols, counterparty due diligence procedures, training programs, internal controls, and reporting mechanisms. We note that the adoption and effective implementation of remedial measures is a factor that OFAC considers favorably in determining the appropriate enforcement response.

(e) Enforcement Resolution. Negotiating the resolution of any enforcement action that OFAC may pursue against the Company or DTI in connection with the transactions under review, including but not limited to the negotiation of any proposed penalty, cautionary letter, finding of violation, or settlement agreement that OFAC may offer or impose.

Limitations on Scope. The engagement described herein does not extend to the representation of the Company or DTI before any governmental agency other than OFAC, including but not limited to the U.S. Department of Justice, the Bureau of Industry and Security of the U.S. Department of Commerce, the Financial Crimes Enforcement Network, or any state regulatory authority. Should the Company require representation before any such agency in connection with the matters described herein or otherwise, we would be pleased to discuss a separate engagement for that purpose.

Furthermore, this engagement does not encompass the provision of legal advice regarding sanctions regimes administered by authorities other than OFAC, including without limitation the sanctions laws and regulations of the United Kingdom (as administered by His Majesty's Treasury and the Office of Financial Sanctions Implementation), the European Union, or the United Arab Emirates, except to the extent that analysis of such non-U.S. sanctions frameworks is reasonably necessary to inform the content or strategy of the OFAC VSD filing. The Company acknowledges that it should seek the advice of qualified local counsel in the relevant jurisdictions to the extent it requires comprehensive guidance on compliance with non-U.S. sanctions laws.

2. ENGAGEMENT TEAM

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

• Oliver Mackenzie, Partner — Mr. Mackenzie will serve as the Responsible Partner for this engagement. Mr. Mackenzie is a member of the Firm's Mergers & Acquisitions practice and has extensive experience advising multinational energy companies on cross-border transactions and regulatory matters. In his capacity as Responsible Partner, Mr. Mackenzie will maintain overall supervisory responsibility for the engagement and will ensure that the Firm's resources are appropriately deployed to serve the Company's interests.

• Priya Anand, Partner — Ms. Anand will serve as Billing Partner and Lead Counsel for this engagement. Ms. Anand is a member of the Firm's Litigation (General) practice and serves as lead counsel for the Firm's sanctions and economic enforcement matters. Ms. Anand has represented numerous clients before OFAC in connection with voluntary self-disclosures and enforcement proceedings and will be responsible for the day-to-day strategic direction and management of the Matter, including direct communications with OFAC.

• Leila Nazari, Associate — Ms. Nazari will serve as Lead Associate for this engagement. Ms. Nazari is a member of the Firm's Tax practice and brings substantial expertise in cross-border transaction analysis, including the tracing of financial flows through multi-jurisdictional corporate structures. Ms. Nazari will play a central role in the documentary review and factual investigation components of the engagement.

• Robert Jansen, Associate — Mr. Jansen is a member of the Firm's Tax practice and will support the engagement with particular emphasis on the analysis of financial flows, payment routing, and correspondent banking relationships relevant to the transactions under review.

We may assign additional attorneys, paraprofessionals, or other support personnel to this Matter as the scope and nature of the work require. We will endeavor to staff the engagement efficiently and to utilize junior resources where appropriate to manage costs. The Company will be informed of any material changes to the composition of the engagement team.

3. FEES AND BILLING

Fee Basis. Our fees for this engagement will be calculated on an hourly basis, based upon the time spent by attorneys and paraprofessionals assigned to the Matter at their standard hourly rates, as in effect from time to time. We reserve the right to adjust our standard hourly rates, generally on an annual basis effective each January 1, and will provide the Company with advance written notice of any such adjustment.

Current Hourly Rates. The Firm's current standard hourly rates applicable to this engagement are as follows:

Fee Estimate. Based on our preliminary understanding of the scope and complexity of this Matter, we estimate that total professional fees for the engagement will range from approximately $350,000 to $450,000. This estimate assumes a factual investigation of moderate complexity, the preparation and filing of an initial and final VSD submission, limited follow-up correspondence with OFAC, and the negotiation of a resolution. The actual fees incurred may be higher or lower than this estimate depending on a number of factors, including the complexity and volume of the documentary record, the number of transactions at issue, the number and duration of witness interviews required, the nature and extent of OFAC's response to the VSD, and whether OFAC initiates formal enforcement proceedings. This estimate is provided for budgeting purposes only and does not constitute a cap on fees or a guarantee that the total fees will fall within the estimated range. We will keep the Company informed of the status of fees incurred relative to this estimate and will promptly notify the Company if circumstances arise that may cause fees to exceed the upper end of the estimated range.

Billing and Payment. The Firm will issue invoices to the Company on a monthly basis, reflecting the professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a reasonably detailed description of the services rendered and the time expended by each timekeeper. All invoices are due and payable within thirty (30) days of receipt. The Firm reserves the right to charge interest on past-due amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

Disbursements. In addition to professional fees, the Company will be responsible for the reimbursement of out-of-pocket disbursements incurred by the Firm in connection with this Matter. Disbursements will be billed at cost and may include, without limitation, charges for electronic database access and research services, travel expenses (including airfare, lodging, and ground transportation), photocopying and printing, courier and delivery charges, filing fees, and any other reasonable costs incurred in the performance of our services. For any single disbursement expected to exceed $5,000, we will seek the Company's prior approval before incurring the expense.

4. CLIENT IDENTITY AND PRIVILEGE

The Firm's client in connection with this Matter is Dunmore Energy Holdings Ltd. and, through it, its wholly owned subsidiary Dunmore Trading International Ltd. The Firm does not represent, and shall not be deemed to represent, any individual officer, director, employee, or agent of the Company or DTI in his or her personal capacity in connection with this Matter or otherwise. Should any such individual require personal legal representation in connection with the facts or circumstances giving rise to this engagement, such individual should retain separate counsel at his or her own expense.

The attorney-client privilege, the work product doctrine, and all other applicable protections for confidential attorney-client communications and attorney work product belong to the Company and may be asserted or waived only by the Company, acting through its duly authorized officers or directors. The Firm will not disclose privileged or work product materials to any third party without the Company's prior written authorization, except as may be required by applicable law or professional ethical obligations.

In connection with the internal investigation described in Section 1(a) above, the Firm will administer appropriate Upjohn warnings to all employees and other individuals interviewed in the course of the investigation, advising them that: (i) the Firm represents the Company and not the individual personally; (ii) the purpose of the interview is to gather facts in order to provide legal advice to the Company; (iii) the communications during the interview are protected by the attorney-client privilege, which belongs to the Company and not the individual; and (iv) the Company may choose to waive the privilege and disclose the substance of the interview to third parties, including the government, at its sole discretion.

5. CONFLICTS

The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, we have identified no conflicts of interest that would preclude this engagement or that would require disclosure to or consent from the Company.

If, during the course of this engagement, a conflict of interest arises or is identified that may affect the Firm's ability to continue representing the Company or DTI in this Matter, the Firm will promptly notify the Company in writing and will work with the Company to address the conflict in a manner consistent with our professional obligations and the Company's best interests. In the event that a conflict cannot be resolved through appropriate measures, the Firm may be required to withdraw from the engagement in whole or in part, as discussed more fully below.

6. GOVERNING LAW

This engagement letter, and the relationship between the Firm and the Company arising from or relating to this engagement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Company shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York, and the parties hereby consent to the personal jurisdiction of such courts.

We are confident that the Firm is well positioned to assist the Company and DTI in navigating this matter and achieving the most favorable resolution possible. We recognize the sensitivity and urgency of a voluntary self-disclosure to OFAC and are prepared to commence work immediately upon execution of this letter.

We respectfully request that you confirm the Company's agreement to the terms set forth herein by countersigning this letter in the space provided below and returning a copy to the undersigned by email or Severin Partners LLC at your earliest convenience. A duplicate original is enclosed for your records.

We very much look forward to working with you and the Dunmore team on this important matter. Should you have any questions regarding the terms of this engagement or any other aspect of the representation, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Priya Anand

Title: Partner

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Whitfield

Title: Senior Vice President & General Counsel

Date: August 14, 2023

Timekeeper Category	Hourly Rate
Partners	$1,250
Associates	$725
Paraprofessionals	$350

CALDERWOOD & HARKNESS LLP 400 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
August 14, 2023
VIA EMAIL & Severin Partners LLC
Mr. Marcus Whitfield Senior Vice President & General Counsel Dunmore Energy Holdings Ltd. 1200 Travis Street, Suite 3400 Houston, TX 77002
Re: Engagement of Calderwood & Harkness LLP Matter No. 1016-00007 OFAC Voluntary Self-Disclosure — Dunmore Trading International Ltd.
Dear Marcus:
We are pleased to confirm that Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company"), a Cayman Islands exempted company limited by shares, has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to represent the Company and its wholly owned subsidiary, Dunmore Trading International Ltd. ("DTI"), a private company limited by shares registered in England and Wales (Companies House No. 12849371), in connection with the matters described below. This letter sets forth the terms and conditions upon which the Firm will provide legal services and, together with the countersignature below, constitutes the binding agreement between the Firm and the Company regarding this engagement.
The scope of our engagement encompasses three principal areas of work: (a) conducting a privileged internal investigation into certain transactions between DTI and Caspian Star Commodities DMCC ("Caspian Star"), a limited liability company organized in the Dubai Multi Commodities Centre, that may constitute apparent violations of United States sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury; (b) the preparation and filing of a voluntary self-disclosure ("VSD") with OFAC in accordance with applicable regulations and guidance; and (c) the representation of the Company and DTI in any subsequent OFAC enforcement proceedings arising from the foregoing (collectively, the "Matter"). The specific terms of this engagement are set forth in detail below.
1. SCOPE OF ENGAGEMENT
The Firm's representation of the Company and DTI in connection with the Matter shall include, but is not limited to, the following:
(a) Internal Investigation. Conducting a privileged internal investigation, undertaken at the direction of counsel, to determine the facts and circumstances surrounding DTI's transactions with Caspian Star Commodities DMCC. This investigation will include, without limitation, the identification, collection, review, and analysis of relevant contracts, invoices, payment records, bank transfer documentation, sanctions screening logs, compliance policies and procedures, and such other documents as we deem pertinent. The investigation will also encompass interviews of key personnel of the Company and DTI, including but not limited to individuals in the trading, compliance, finance, and legal departments who may have knowledge relevant to the transactions at issue. All such interviews will be conducted pursuant to the Company's direction and will be subject to appropriate Upjohn warnings to ensure that interviewees understand that the Firm represents the Company and not any individual in his or her personal capacity.
(b) Voluntary Self-Disclosure. Preparing and filing a VSD with OFAC on behalf of the Company and DTI in accordance with 31 C.F.R. § 501.806 and the guidance set forth in OFAC's Economic Sanctions Enforcement Guidelines (as most recently amended and published in the Federal Register). The VSD will present the results of our internal investigation in a manner designed to demonstrate the Company's and DTI's full and timely cooperation with OFAC, which is a significant mitigating factor under OFAC's enforcement framework. We anticipate that the initial filing will include a preliminary narrative disclosure, to be followed by a comprehensive final submission incorporating the complete findings of the investigation, all relevant transaction data, and a description of remedial measures undertaken or planned.
(c) Supplemental Information Requests. Responding to any requests from OFAC for supplemental information, documentation, or clarification arising from or in connection with the VSD, including the preparation and submission of written responses and the production of supporting materials as may be required by OFAC's Enforcement Division.
(d) Remedial Compliance Measures. Advising the Company and DTI on the design, implementation, and documentation of remedial compliance measures intended to address the root causes of the potential violations identified in the investigation. Such advice may include recommendations regarding enhancements to the Company's and DTI's sanctions compliance program, including screening protocols, counterparty due diligence procedures, training programs, internal controls, and reporting mechanisms. We note that the adoption and effective implementation of remedial measures is a factor that OFAC considers favorably in determining the appropriate enforcement response.
(e) Enforcement Resolution. Negotiating the resolution of any enforcement action that OFAC may pursue against the Company or DTI in connection with the transactions under review, including but not limited to the negotiation of any proposed penalty, cautionary letter, finding of violation, or settlement agreement that OFAC may offer or impose.
Limitations on Scope. The engagement described herein does not extend to the representation of the Company or DTI before any governmental agency other than OFAC, including but not limited to the U.S. Department of Justice, the Bureau of Industry and Security of the U.S. Department of Commerce, the Financial Crimes Enforcement Network, or any state regulatory authority. Should the Company require representation before any such agency in connection with the matters described herein or otherwise, we would be pleased to discuss a separate engagement for that purpose.
Furthermore, this engagement does not encompass the provision of legal advice regarding sanctions regimes administered by authorities other than OFAC, including without limitation the sanctions laws and regulations of the United Kingdom (as administered by His Majesty's Treasury and the Office of Financial Sanctions Implementation), the European Union, or the United Arab Emirates, except to the extent that analysis of such non-U.S. sanctions frameworks is reasonably necessary to inform the content or strategy of the OFAC VSD filing. The Company acknowledges that it should seek the advice of qualified local counsel in the relevant jurisdictions to the extent it requires comprehensive guidance on compliance with non-U.S. sanctions laws.
2. ENGAGEMENT TEAM
The following attorneys will serve as the principal members of the engagement team for this Matter:
•  Oliver Mackenzie, Partner — Mr. Mackenzie will serve as the Responsible Partner for this engagement. Mr. Mackenzie is a member of the Firm's Mergers & Acquisitions practice and has extensive experience advising multinational energy companies on cross-border transactions and regulatory matters. In his capacity as Responsible Partner, Mr. Mackenzie will maintain overall supervisory responsibility for the engagement and will ensure that the Firm's resources are appropriately deployed to serve the Company's interests.
•  Priya Anand, Partner — Ms. Anand will serve as Billing Partner and Lead Counsel for this engagement. Ms. Anand is a member of the Firm's Litigation (General) practice and serves as lead counsel for the Firm's sanctions and economic enforcement matters. Ms. Anand has represented numerous clients before OFAC in connection with voluntary self-disclosures and enforcement proceedings and will be responsible for the day-to-day strategic direction and management of the Matter, including direct communications with OFAC.
•  Leila Nazari, Associate — Ms. Nazari will serve as Lead Associate for this engagement. Ms. Nazari is a member of the Firm's Tax practice and brings substantial expertise in cross-border transaction analysis, including the tracing of financial flows through multi-jurisdictional corporate structures. Ms. Nazari will play a central role in the documentary review and factual investigation components of the engagement.
•  Robert Jansen, Associate — Mr. Jansen is a member of the Firm's Tax practice and will support the engagement with particular emphasis on the analysis of financial flows, payment routing, and correspondent banking relationships relevant to the transactions under review.
We may assign additional attorneys, paraprofessionals, or other support personnel to this Matter as the scope and nature of the work require. We will endeavor to staff the engagement efficiently and to utilize junior resources where appropriate to manage costs. The Company will be informed of any material changes to the composition of the engagement team.
3. FEES AND BILLING
Fee Basis. Our fees for this engagement will be calculated on an hourly basis, based upon the time spent by attorneys and paraprofessionals assigned to the Matter at their standard hourly rates, as in effect from time to time. We reserve the right to adjust our standard hourly rates, generally on an annual basis effective each January 1, and will provide the Company with advance written notice of any such adjustment.
Current Hourly Rates. The Firm's current standard hourly rates applicable to this engagement are as follows:
Fee Estimate. Based on our preliminary understanding of the scope and complexity of this Matter, we estimate that total professional fees for the engagement will range from approximately $350,000 to $450,000. This estimate assumes a factual investigation of moderate complexity, the preparation and filing of an initial and final VSD submission, limited follow-up correspondence with OFAC, and the negotiation of a resolution. The actual fees incurred may be higher or lower than this estimate depending on a number of factors, including the complexity and volume of the documentary record, the number of transactions at issue, the number and duration of witness interviews required, the nature and extent of OFAC's response to the VSD, and whether OFAC initiates formal enforcement proceedings. This estimate is provided for budgeting purposes only and does not constitute a cap on fees or a guarantee that the total fees will fall within the estimated range. We will keep the Company informed of the status of fees incurred relative to this estimate and will promptly notify the Company if circumstances arise that may cause fees to exceed the upper end of the estimated range.
Billing and Payment. The Firm will issue invoices to the Company on a monthly basis, reflecting the professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a reasonably detailed description of the services rendered and the time expended by each timekeeper. All invoices are due and payable within thirty (30) days of receipt. The Firm reserves the right to charge interest on past-due amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.
Disbursements. In addition to professional fees, the Company will be responsible for the reimbursement of out-of-pocket disbursements incurred by the Firm in connection with this Matter. Disbursements will be billed at cost and may include, without limitation, charges for electronic database access and research services, travel expenses (including airfare, lodging, and ground transportation), photocopying and printing, courier and delivery charges, filing fees, and any other reasonable costs incurred in the performance of our services. For any single disbursement expected to exceed $5,000, we will seek the Company's prior approval before incurring the expense.
4. CLIENT IDENTITY AND PRIVILEGE
The Firm's client in connection with this Matter is Dunmore Energy Holdings Ltd. and, through it, its wholly owned subsidiary Dunmore Trading International Ltd. The Firm does not represent, and shall not be deemed to represent, any individual officer, director, employee, or agent of the Company or DTI in his or her personal capacity in connection with this Matter or otherwise. Should any such individual require personal legal representation in connection with the facts or circumstances giving rise to this engagement, such individual should retain separate counsel at his or her own expense.
The attorney-client privilege, the work product doctrine, and all other applicable protections for confidential attorney-client communications and attorney work product belong to the Company and may be asserted or waived only by the Company, acting through its duly authorized officers or directors. The Firm will not disclose privileged or work product materials to any third party without the Company's prior written authorization, except as may be required by applicable law or professional ethical obligations.
In connection with the internal investigation described in Section 1(a) above, the Firm will administer appropriate Upjohn warnings to all employees and other individuals interviewed in the course of the investigation, advising them that: (i) the Firm represents the Company and not the individual personally; (ii) the purpose of the interview is to gather facts in order to provide legal advice to the Company; (iii) the communications during the interview are protected by the attorney-client privilege, which belongs to the Company and not the individual; and (iv) the Company may choose to waive the privilege and disclose the substance of the interview to third parties, including the government, at its sole discretion.
5. CONFLICTS
The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, we have identified no conflicts of interest that would preclude this engagement or that would require disclosure to or consent from the Company.
If, during the course of this engagement, a conflict of interest arises or is identified that may affect the Firm's ability to continue representing the Company or DTI in this Matter, the Firm will promptly notify the Company in writing and will work with the Company to address the conflict in a manner consistent with our professional obligations and the Company's best interests. In the event that a conflict cannot be resolved through appropriate measures, the Firm may be required to withdraw from the engagement in whole or in part, as discussed more fully below.
6. GOVERNING LAW
This engagement letter, and the relationship between the Firm and the Company arising from or relating to this engagement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Company shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York, and the parties hereby consent to the personal jurisdiction of such courts.
We are confident that the Firm is well positioned to assist the Company and DTI in navigating this matter and achieving the most favorable resolution possible. We recognize the sensitivity and urgency of a voluntary self-disclosure to OFAC and are prepared to commence work immediately upon execution of this letter.
We respectfully request that you confirm the Company's agreement to the terms set forth herein by countersigning this letter in the space provided below and returning a copy to the undersigned by email or Severin Partners LLC at your earliest convenience. A duplicate original is enclosed for your records.
We very much look forward to working with you and the Dunmore team on this important matter. Should you have any questions regarding the terms of this engagement or any other aspect of the representation, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Priya Anand
Title: Partner
ACKNOWLEDGED AND AGREED:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Whitfield
Title: Senior Vice President & General Counsel
Date: August 14, 2023
Timekeeper Category | Hourly Rate
Partners | $1,250
Associates | $725
Paraprofessionals | $350

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD.

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