1016-00008 · Dunmore Energy Holdings · Engagement

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

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CALDERWOOD & HARKNESS LLP Attorneys at Law

700 Fifth Avenue, 33rd Floor New York, New York 10019

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

March 9, 2026

Via Email and Sundial Data Systems

Mr. Marcus Petrov Vice President, Tax Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands

Dear Mr. Petrov:

Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside legal counsel to Dunmore Energy Holdings Ltd. ("DEH" or the "Client"). We are pleased to have the opportunity to work with you and your team on this important matter.

The purpose of this letter is to confirm the terms and conditions of our engagement, including the scope of services to be provided, the professionals who will be working on the matter, and the financial terms that will govern our relationship. This letter reflects the discussions that you and I, together with my partner Leonard Cross, have had over the course of the past several weeks regarding the nature of the proposed engagement, the anticipated work streams, and the mutual expectations of the parties. We believe that this letter accurately memorializes our agreement, and we ask that you review it carefully before signing.

For our internal records, this engagement has been assigned C&H matter number 1016-00008 and billing code 09417.00001. Please reference these identifiers in all correspondence and communications relating to this matter.

The terms and conditions of the engagement are set forth below.

1. Description of the Client

The Client for purposes of this engagement is Dunmore Energy Holdings Ltd., an exempted limited company organized and existing under the laws of the Cayman Islands (Cayman Islands Registry Number CR-284319). The Client's principal office is located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands.

The Client acknowledges, and the Firm understands, that in the course of this engagement, C&H may also provide advice with respect to matters relating to certain affiliates and subsidiaries of DEH, including the following entities:

(a) Dunmore Renewables Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 7491826), with offices at 900 Bridger Boulevard, Suite 410, Billings, Montana 59101; and

(b) Ridgeway Wind Energy LLC, a limited liability company organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 7603517), the sole member of which is Dunmore Renewables Inc.

Notwithstanding the foregoing, the Client for purposes of this engagement is Dunmore Energy Holdings Ltd. and not any of its subsidiaries, affiliates, or related entities individually. C&H does not represent, and will not be deemed to represent, any subsidiary or affiliate of DEH unless such representation is expressly agreed to in a separate written engagement letter or an amendment to this letter executed by both parties. To the extent that C&H provides advice touching upon the affairs of Dunmore Renewables Inc. or Ridgeway Wind Energy LLC, such advice is rendered to DEH in its capacity as the ultimate parent entity and indirect owner of those subsidiaries, and the attorney-client relationship exists solely between C&H and DEH.

2. Scope of Engagement

2.1 Transaction Overview

DEH, through its indirect wholly owned subsidiary Ridgeway Wind Energy LLC ("RWE" or the "Project Company"), owns and operates the Ridgeway Wind Project (the "Project"), a 250-megawatt (MW) onshore wind energy generation facility located on approximately 28,000 acres of leased ranchland situated approximately 14 miles northeast of Miles City, Custer County, Montana. The Project consists of multiple turbine strings and associated balance-of-plant infrastructure, interconnected to the regional transmission grid pursuant to an existing generator interconnection agreement.

The Ridgeway Wind Project achieved commercial operations on November 14, 2025. As an operational wind facility placed in service after the enactment of the Inflation Reduction Act of 2022 (Pub. L. No. 117-169), the Project generates Production Tax Credits ("PTCs") under Section 45 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), including as modified and extended by the Inflation Reduction Act of 2022 and as further supplemented by applicable Treasury Regulations and Internal Revenue Service ("IRS") guidance issued thereunder.

DEH is exploring the monetization of transferable federal tax credits generated by the Project through a direct transfer election mechanism under Section 6418 of the Code. Under IRC § 6418, an "eligible taxpayer" may elect to transfer all or a portion of certain eligible credits, including PTCs under IRC § 45, to an unrelated "transferee taxpayer" for cash consideration. DEH is evaluating the feasibility and optimal structuring of such a transfer arrangement to a creditworthy corporate buyer.

The prospective purchaser of the transferable credits (the "Buyer" or the "Transferee") is Pinnacle Atlantic Partners LP, a Delaware limited partnership. It is our understanding that Pinnacle Atlantic Partners LP is represented by Hargrove, Liddell & Strauss LLP in connection with the proposed transaction.

2.2 Scope of Legal Services — Phase 1 (Scoping and Structuring)

The engagement is currently limited to Phase 1: Scoping and Structuring Advisory Services. Phase 1 encompasses the following work streams:

(a) IRC § 6418 Transfer Mechanics. Analysis of the transfer election mechanics applicable to PTCs generated by the Ridgeway Wind Project under IRC § 6418 and the Treasury Regulations promulgated thereunder, including Treas. Reg. §§ 1.6418-1 through 1.6418-5 and any applicable IRS notices, revenue procedures, and frequently asked questions. This analysis will include a review of the eligibility of the credits for transfer, the timing and procedural requirements of the transfer election, the treatment of transferred credits in the hands of the transferee, and any applicable recapture rules.

(b) Indicative Term Sheet Review. Review of and commentary on the indicative term sheet (the "Term Sheet") received from Pinnacle Atlantic Partners LP, as transmitted by its counsel, Hargrove, Liddell & Strauss LLP. Our review will focus on the commercial and legal terms reflected in the Term Sheet, including pricing, payment mechanics, representations and warranties, indemnification provisions, recapture risk allocation, and closing conditions, with a view toward identifying provisions that may require further negotiation or refinement.

(c) Identification of Key Issues. Identification and preliminary analysis of key legal, tax, structural, and regulatory issues arising from the proposed credit transfer transaction. This work stream will include, without limitation, an assessment of lender consent requirements under the Credit Agreement dated March 28, 2023 (as amended from time to time, the "Credit Agreement"), between Ridgeway Wind Energy LLC, as borrower, and Redstone Capital Bank, N.A., as administrative agent and lender. We will review the relevant provisions of the Credit Agreement, including any negative covenants, permitted actions, and consent or notice requirements that may be implicated by the transfer of PTCs or the entry into a transfer agreement with a third party.

(d) Structuring Memorandum. Preparation of a structuring memorandum and preliminary issues list for DEH management. The memorandum will set forth C&H's preliminary recommendations regarding the optimal structure for the proposed transfer, highlight key risk factors and open issues, and identify decision points that will need to be addressed by the Client before proceeding to the transaction advisory phase.

(e) Advisor Coordination. Advice on the engagement and coordination of additional professional advisors retained by or on behalf of the Client in connection with the proposed transaction, including: (i) tax advisors at Grayson Birch & Co. LLP, who are expected to advise on tax return and compliance matters; (ii) independent engineers at Meridian Technical Advisors LLC, who may be engaged to provide energy production and performance verification reports; (iii) insurance brokers at Corbin Hale & Associates Inc., who are expected to assist in procuring tax credit recapture insurance; and (iv) the prospective escrow agent, Commonwealth Fiduciary Trust Company, which may serve as escrow agent for amounts held in connection with indemnification or other contingent obligations under the transfer agreement.

(f) Pre-Filing Registration Requirements. Preliminary analysis of the IRS pre-filing registration requirements applicable to the proposed transfer under Treasury Regulation § 1.6418-4, including the registration process on the IRS Energy Credits Online portal, the information required to be submitted by both the transferor and the transferee, and the timing of registration relative to the anticipated transfer election.

2.3 Potential Expansion — Phase 2 (Full Transaction Advisory)

If DEH elects to proceed beyond the scoping and structuring phase described in Section 2.2, the engagement may be expanded, by mutual written agreement, to include Phase 2: Full Transaction Advisory Services. Phase 2 would encompass the following additional work streams, which are described here for informational purposes only and do not constitute a commitment by either party to proceed:

(a) Negotiation and drafting of the Transfer Agreement between the Project Company (or DEH, as applicable) and Pinnacle Atlantic Partners LP, together with all related transaction documents, including schedules, exhibits, ancillary agreements, and disclosure schedules;

(b) Negotiation of lender consent from Redstone Capital Bank, N.A. and preparation and negotiation of any required amendments, waivers, or side letters to the Credit Agreement to permit the proposed transfer;

(c) Coordination with Northfield Specialty Insurance Co. regarding the procurement of tax credit recapture insurance, including review and negotiation of policy terms, exclusions, and coverage limits;

(d) Review and negotiation of escrow arrangements with Commonwealth Fiduciary Trust Company, including the escrow agreement, escrow funding mechanics, and release conditions;

(e) Advice on IRS Energy Credits Online registration procedures and the preparation and filing of annual transfer election statements;

(f) Advice on closing mechanics, funds flow, and the sequencing of deliverables and conditions precedent to closing; and

(g) Such other services as may be reasonably necessary or incident to the completion of the proposed transaction.

Any expansion of the scope of this engagement to include Phase 2 or any additional services will be confirmed in a supplemental engagement letter or a written amendment to this engagement letter, executed by both parties. Until such supplemental letter or amendment is executed, C&H's services are limited to Phase 1 as described in Section 2.2 above.

2.4 Limitations on Scope

The Client acknowledges and agrees that the scope of this engagement is subject to the following limitations:

(a) C&H is not being engaged to provide tax return preparation services, accounting or bookkeeping advice, engineering or technical advisory services, insurance brokerage or placement services, financial advisory services, or investment banking services. The Client has retained, or will retain, separate qualified professionals for each of these functions.

(b) C&H is not acting as counsel to any affiliate, subsidiary, or related entity of DEH other than as expressly specified in Section 1 of this letter. Without limiting the generality of the foregoing, C&H does not represent Pinnacle Atlantic Partners LP, Hargrove, Liddell & Strauss LLP, Redstone Capital Bank, N.A., Northfield Specialty Insurance Co., Commonwealth Fiduciary Trust Company, or any other counterparty, advisor, or service provider to the proposed transaction.

(c) C&H will not render a formal legal opinion (whether in the form of a "will" opinion, "should" opinion, or "more-likely-than-not" opinion) on the tax treatment of the proposed transfer or the eligibility of the credits for transfer under IRC § 6418 unless the Client separately engages C&H for such purpose and a separate tax opinion engagement letter is executed by the parties. The advice provided in connection with Phase 1 constitutes informal advisory guidance and should not be relied upon as a formal tax opinion.

(d) C&H's advice under this engagement relates solely to matters of United States federal tax law and the laws of the State of New York. The Firm is not rendering advice on, and does not opine upon, the laws of the Cayman Islands, the laws of the State of Montana, or the laws of any other foreign or state jurisdiction, unless expressly agreed to in writing. The Client should consult with qualified counsel in those jurisdictions to the extent that advice on non-U.S. or non-New York legal matters is required.

3. Engagement Team

The following attorneys will be primarily responsible for the performance of services under this engagement:

Sylvia Hartwell will serve as the Responsible Partner for this engagement and will be the primary relationship contact for the Client. Ms. Hartwell will have overall responsibility for the supervision and direction of the legal work performed under this engagement and will be available to the Client for substantive discussions, strategic advice, and decision-making guidance throughout the matter.

Leonard Cross will serve as the Billing Partner for this engagement. Mr. Cross will be responsible for all billing and collections matters, including the preparation and review of monthly invoices, the resolution of billing inquiries, and coordination with the Client's accounts payable function. Mr. Cross will also contribute substantively to the legal work on the engagement, particularly with respect to the structuring analysis and term sheet review.

From time to time, other attorneys, paralegals, tax specialists, or professional staff of the Firm may be called upon to assist on the engagement as the needs of the matter dictate. The Client will be advised of any material additions to the engagement team, including the identity and billing rate of any additional attorney who is expected to perform significant work on the matter. We will endeavor to maintain continuity in staffing to the greatest extent practicable.

C&H may also utilize the services of summer associates or contract attorneys at reduced hourly rates in connection with certain research, drafting, or document review tasks. The use of summer associates or contract attorneys will be subject to the Client's prior consent, and work product generated by such individuals will be reviewed and supervised by the attorneys identified above.

4. Fees and Billing

4.1 Hourly Rates

Legal services rendered under this engagement will be billed on an hourly basis at the rates specified in Section 3 above. The rates set forth in that section reflect each timekeeper's current standard billing rate as of the date of this letter.

Hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Client will be notified in writing in advance of any changes to the applicable billing rates, and any such adjusted rates will apply to services rendered on or after the effective date of the adjustment. Rate adjustments will not be applied retroactively to services previously rendered.

All professional time is recorded and billed in increments of one-tenth of an hour (six-minute increments). Each invoice will include a detailed narrative description of the services performed by each timekeeper, the date on which the services were rendered, and the time expended.

4.2 Fee Estimates

Based on our current understanding of the scope of services anticipated under this engagement, C&H provides the following non-binding fee estimates:

Phase 1 (Scoping and Structuring): Based on the anticipated scope of work described in Section 2.2, C&H estimates that total professional fees for Phase 1 will be in the range of $85,000 to $125,000. This estimate assumes a typical level of complexity and a reasonable degree of responsiveness from the Client's team and other advisors in providing requested information and documents. The estimate also assumes that the indicative term sheet from Pinnacle Atlantic Partners LP does not raise unusual or novel issues requiring extended analysis.

Phase 2 (Full Transaction Advisory), if engaged: In the event that the Client elects to expand the engagement to include Phase 2 as described in Section 2.3, C&H estimates that total professional fees for the full transaction advisory engagement would be in the range of $350,000 to $500,000. This estimate is inherently preliminary and subject to significant variability depending on the complexity of the negotiations with Pinnacle Atlantic Partners LP and its counsel, the number and nature of legal, tax, and structural issues that arise during the transaction, the extent of third-party coordination required (including negotiations with Redstone Capital Bank, N.A. and Commonwealth Fiduciary Trust Company), and the overall timeline to closing.

These estimates are provided solely for the Client's internal budgeting and planning purposes and do not constitute a cap, fixed fee, maximum fee, or guaranteed maximum price. Actual fees may be higher or lower than the estimated ranges depending on the scope, complexity, and duration of the matters that arise. C&H will endeavor to keep the Client informed on a timely basis if it appears that fees are likely to materially exceed the estimates set forth above, and will work with the Client to manage the scope of work and associated costs in a manner consistent with the Client's objectives.

4.3 Expenses and Disbursements

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

• Travel expenses (airfare, ground transportation, lodging, and meals), if applicable and incurred at the Client's request or with the Client's prior approval;

• Filing fees, registration fees, and government charges;

• Courier, overnight delivery, and express mail charges;

• Database access and legal research charges (including Westmark Data Systems, Cascade Services Inc., and similar services);

• Document reproduction, printing, and scanning costs;

• Long-distance telephone and video conferencing charges; and

• Third-party vendor charges incurred at the Client's request or with the Client's consent, including charges for translation services, document management platforms, or virtual data room access.

All expenses will be billed at cost, without markup. C&H will seek the Client's prior approval before incurring any single expense item in excess of $2,500.

4.4 Invoicing and Payment

C&H will issue monthly invoices to the Client for professional fees earned and disbursements incurred during the preceding calendar month. Invoices will be transmitted electronically to the Client's designated billing contact and, upon request, in hard copy via regular mail.

All invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer to C&H's designated client trust or operating account, as specified on the invoice, or by check made payable to "Calderwood & Harkness LLP" and mailed to the Firm's billing address.

In the event that payment of any invoice is not received within thirty (30) days of the invoice date, C&H reserves the right to charge interest on overdue amounts at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is lower. Interest will accrue on the unpaid balance from the date the payment was due until the date the payment is received in full.

All invoices will reference C&H matter number 1016-00008 and billing code 09417.00001. The Client should ensure that these reference numbers are included on all remittance advice and payment correspondence to facilitate timely and accurate application of payments.

Any billing inquiries, disputes, or questions regarding invoices should be directed to Leonard Cross at (212) 554-7134 or lcross@calderwoodharkness.com. C&H is committed to addressing billing matters promptly and to the Client's satisfaction.

4.5 Retainer. No retainer or advance payment is required for this engagement at this time. However, C&H reserves the right to request a retainer or advance payment from the Client in the event of a material expansion of the scope of the engagement, a significant increase in anticipated fees or expenses, or if billing or collections issues arise during the course of the engagement. Any retainer received will be deposited in C&H's client trust account and applied against invoices as they become due, in accordance with the applicable rules of professional conduct.

5. Client Responsibilities

The success of this engagement depends on the full and timely cooperation of the Client and its personnel. The Client agrees to cooperate with C&H and to provide, in a timely manner, all documents, information, data, and access to personnel that are reasonably necessary for C&H to perform the services described in this engagement letter. Without limiting the generality of the foregoing, the Client will make available to C&H copies of relevant transaction documents, corporate organizational documents, tax filings and workpapers, project agreements, the Credit Agreement and related financing documents, and any correspondence with Pinnacle Atlantic Partners LP or its counsel.

The Client will designate Marcus Petrov, Vice President, Tax, as the primary client contact for day-to-day matters arising under this engagement. Mr. Petrov will be responsible for coordinating the Client's responses to C&H's requests for information, facilitating introductions to other members of the Client's team, and serving as the principal decision-maker on routine matters. In addition, Fiona Kessler, Chief Financial Officer, will be available for discussions regarding financial, structuring, and cash-flow matters as they relate to the proposed transaction.

The Client will promptly inform C&H of any material developments relating to the Ridgeway Wind Project, the proposed credit transfer transaction, the Client's financial condition or tax posture, or any other matter that may affect the engagement or the advice being provided. Material developments include, without limitation, changes in the operational status of the Project, amendments to the Credit Agreement, communications from the IRS or any tax authority, changes in the Client's corporate structure, and developments in the Client's relationship with Pinnacle Atlantic Partners LP or any other relevant counterparty.

6. Confidentiality

All information provided by the Client to C&H in connection with this engagement, including documents, data, communications, financial information, business plans, and strategic considerations (collectively, "Confidential Information"), will be treated as confidential by C&H and its personnel. Such information will be protected by the attorney-client privilege and/or the work product doctrine to the maximum extent permitted by applicable law, including the New York Rules of Professional Conduct and applicable federal common law principles of privilege.

C&H will not disclose Confidential Information to any third party without the Client's prior written consent, except to the extent that disclosure is required by law, regulation, court order, subpoena, or the applicable rules of professional conduct governing the Firm's obligations.

The Client acknowledges that in the course of this engagement, C&H may need to share certain Confidential Information with the Client's other professional advisors, including Grayson Birch & Co. LLP (tax advisors), Meridian Technical Advisors LLC (independent engineers), Corbin Hale & Associates Inc. (insurance brokers), and Commonwealth Fiduciary Trust Company (prospective escrow agent), to the extent such sharing is authorized by the Client and reasonably necessary for the performance of the services described herein. Where appropriate and feasible, such information sharing will be conducted pursuant to common-interest agreements, joint-defense arrangements, or other protective mechanisms designed to preserve the attorney-client privilege and work product protections attaching to the information.

7. Conflicts of Interest

C&H has conducted a conflicts check in accordance with the Firm's standard procedures, utilizing the information provided by the Client regarding the parties and entities involved in the proposed transaction. Based on the information currently available to us, we do not believe that a conflict of interest exists that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct.

Specifically, C&H does not currently represent Pinnacle Atlantic Partners LP, Hargrove, Liddell & Strauss LLP, Redstone Capital Bank, N.A., Northfield Specialty Insurance Co., Commonwealth Fiduciary Trust Company, or any other counterparty to the proposed transaction in any matter that is related to, or adverse to the interests of, the Client in connection with the matters described in this letter.

The Client acknowledges, however, that C&H is a large, diversified law firm with many attorneys and numerous clients across a wide range of practice areas and industries. It is possible, and indeed likely, that the Firm currently represents, or may in the future represent, other clients in matters wholly unrelated to this engagement that may involve one or more of the parties identified in connection with this matter. The Client agrees that such unrelated representations do not, in and of themselves, constitute a conflict of interest or a basis for disqualification, provided that the unrelated matter does not involve the subject matter of this engagement or create a material risk of adversity to the Client's interests.

In the event that an actual or potential conflict of interest arises during the course of this engagement, C&H will promptly notify the Client and take such steps as may be appropriate under the circumstances, which may include seeking an informed written waiver from the affected parties or, if the conflict cannot be adequately resolved through waiver, withdrawing from the engagement in accordance with the applicable rules of professional conduct.

8. No Guarantee of Outcome

The Client acknowledges that C&H has made no promises, representations, or guarantees regarding the outcome of any aspect of this engagement, including the successful completion of the proposed IRC § 6418 credit transfer transaction, the receipt of lender consent from Redstone Capital Bank, N.A., the procurement of tax credit recapture insurance, or any other specific result. The practice of law involves the exercise of professional judgment in the face of uncertainty, and the outcome of any legal matter is inherently dependent on numerous factors, many of which are beyond the control of the Firm.

Legal advice rendered by C&H is based on the law, regulations, and IRS guidance as they exist at the time the advice is provided. The Client understands and acknowledges that future changes in applicable law, including amendments to the Internal Revenue Code, the issuance of new or revised Treasury Regulations (including the finalization or amendment of proposed and temporary regulations under IRC §§ 6418, 45, and related provisions), the publication of IRS notices, revenue rulings, or revenue procedures, and judicial decisions interpreting the relevant provisions, could affect the analysis, conclusions, and recommendations provided by C&H in connection with this engagement. C&H does not undertake any obligation to update previously rendered advice in light of subsequent legal developments unless specifically requested to do so by the Client.

9. Governing Law and Dispute Resolution

This engagement letter and the relationship between the Client and the Firm, including any disputes arising out of or relating to the services provided hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or in connection with this engagement letter, the services provided hereunder, or the breach, termination, or validity of this letter, shall be resolved through binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, the parties may mutually agree in writing to submit any dispute to an alternative dispute resolution mechanism, including mediation, in lieu of or prior to arbitration.

10. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Written notice may be delivered by email, overnight courier, or personal delivery to the addresses set forth in this letter (or such other address as a party may designate in writing from time to time).

In the event of termination of this engagement, whether by the Client or by the Firm, the Client will remain responsible for payment of all professional fees earned and expenses incurred through the effective date of termination. C&H will promptly render a final invoice following termination, and such invoice will be due and payable in accordance with the terms set forth in Section 4.4 above.

Upon termination, C&H will take such steps as are reasonably necessary to protect the Client's interests as required by applicable rules of professional conduct, including the New York Rules of Professional Conduct. If requested by the Client, C&H will cooperate in the orderly transition of the matter to successor counsel designated by the Client, including the transfer of relevant files, work product, and other materials, subject to the Client's satisfaction of all outstanding financial obligations to the Firm and the Firm's right to retain copies of engagement files for its records.

11. Document Retention

C&H will retain engagement files (including correspondence, memoranda, research files, drafts, and work product) in accordance with the Firm's standard document retention policies. Upon the conclusion of the engagement, files may be converted to electronic format and/or transferred to offsite archives or secure electronic storage systems maintained by the Firm or its designated vendors.

The Client may request the return of original documents provided to C&H at any time during or after the engagement, and C&H will use reasonable efforts to comply with such requests promptly. The Firm reserves the right to retain copies (whether physical or electronic) of all engagement materials for its records, including for purposes of complying with professional responsibility obligations, regulatory requirements, and the Firm's internal risk management and quality assurance programs.

After expiration of the applicable retention period, which is currently ten (10) years from the date of the final invoice rendered in connection with this engagement, the Firm may destroy engagement files, including both physical and electronic copies, without further notice to the Client. The Client should notify C&H in writing prior to the expiration of the retention period if it wishes to make alternative arrangements for the preservation or return of engagement files.

12. Acceptance and Counterparts

We respectfully request that you confirm your acceptance of the terms and conditions set forth in this engagement letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A signed copy may be returned via email (in PDF format), facsimile, or Sundial Data Systems to the address set forth in the letterhead above.

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic mail in portable document format (PDF) or by facsimile shall be treated as original signatures for all purposes and shall be binding upon the parties.

This engagement letter constitutes the entire agreement between the Client and the Firm with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings, representations, negotiations, and agreements between the parties relating to such subject matter. No amendment, modification, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by both parties.

We greatly appreciate the opportunity to represent Dunmore Energy Holdings Ltd. on this important matter, and we look forward to working closely with you, Ms. Kessler, and the rest of the DEH team, as well as with DEH's other professional advisors, to achieve the Client's objectives in connection with the proposed credit transfer transaction. Please do not hesitate to contact me at any time if you have questions or would like to discuss any aspect of this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Sylvia Hartwell Partner

Telephone: (212) 554-7218

Email: shartwell@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Dunmore Energy Holdings Ltd., hereby acknowledges receipt of the foregoing engagement letter, confirms that the undersigned has read and understands its terms and conditions, and agrees to be bound thereby.

AGREED AND ACCEPTED:

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Petrov

Title: Vice President, Tax

Date: ________

Enclosures: None

cc: Fiona Kessler, Chief Financial Officer, Dunmore Energy Holdings Ltd. Leonard Cross, Billing Partner, Calderwood & Harkness LLP

Name	Role	Hourly Rate
Sylvia Hartwell	Responsible Partner, Tax	$1,650/hr
Leonard Cross	Billing Partner, Tax	$1,575/hr
Robert Jansen	Lead Associate, Tax	$975/hr
Garrett Simmons	Working Associate, Tax	$725/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law
700 Fifth Avenue, 33rd Floor New York, New York 10019
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
March 9, 2026
Via Email and Sundial Data Systems
Mr. Marcus Petrov Vice President, Tax Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
Dear Mr. Petrov:
Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside legal counsel to Dunmore Energy Holdings Ltd. ("DEH" or the "Client"). We are pleased to have the opportunity to work with you and your team on this important matter.
The purpose of this letter is to confirm the terms and conditions of our engagement, including the scope of services to be provided, the professionals who will be working on the matter, and the financial terms that will govern our relationship. This letter reflects the discussions that you and I, together with my partner Leonard Cross, have had over the course of the past several weeks regarding the nature of the proposed engagement, the anticipated work streams, and the mutual expectations of the parties. We believe that this letter accurately memorializes our agreement, and we ask that you review it carefully before signing.
For our internal records, this engagement has been assigned C&H matter number 1016-00008 and billing code 09417.00001. Please reference these identifiers in all correspondence and communications relating to this matter.
The terms and conditions of the engagement are set forth below.
1. Description of the Client
The Client for purposes of this engagement is Dunmore Energy Holdings Ltd., an exempted limited company organized and existing under the laws of the Cayman Islands (Cayman Islands Registry Number CR-284319). The Client's principal office is located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands.
The Client acknowledges, and the Firm understands, that in the course of this engagement, C&H may also provide advice with respect to matters relating to certain affiliates and subsidiaries of DEH, including the following entities:
(a) Dunmore Renewables Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 7491826), with offices at 900 Bridger Boulevard, Suite 410, Billings, Montana 59101; and
(b) Ridgeway Wind Energy LLC, a limited liability company organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 7603517), the sole member of which is Dunmore Renewables Inc.
Notwithstanding the foregoing, the Client for purposes of this engagement is Dunmore Energy Holdings Ltd. and not any of its subsidiaries, affiliates, or related entities individually. C&H does not represent, and will not be deemed to represent, any subsidiary or affiliate of DEH unless such representation is expressly agreed to in a separate written engagement letter or an amendment to this letter executed by both parties. To the extent that C&H provides advice touching upon the affairs of Dunmore Renewables Inc. or Ridgeway Wind Energy LLC, such advice is rendered to DEH in its capacity as the ultimate parent entity and indirect owner of those subsidiaries, and the attorney-client relationship exists solely between C&H and DEH.
2. Scope of Engagement
2.1 Transaction Overview
DEH, through its indirect wholly owned subsidiary Ridgeway Wind Energy LLC ("RWE" or the "Project Company"), owns and operates the Ridgeway Wind Project (the "Project"), a 250-megawatt (MW) onshore wind energy generation facility located on approximately 28,000 acres of leased ranchland situated approximately 14 miles northeast of Miles City, Custer County, Montana. The Project consists of multiple turbine strings and associated balance-of-plant infrastructure, interconnected to the regional transmission grid pursuant to an existing generator interconnection agreement.
The Ridgeway Wind Project achieved commercial operations on November 14, 2025. As an operational wind facility placed in service after the enactment of the Inflation Reduction Act of 2022 (Pub. L. No. 117-169), the Project generates Production Tax Credits ("PTCs") under Section 45 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), including as modified and extended by the Inflation Reduction Act of 2022 and as further supplemented by applicable Treasury Regulations and Internal Revenue Service ("IRS") guidance issued thereunder.
DEH is exploring the monetization of transferable federal tax credits generated by the Project through a direct transfer election mechanism under Section 6418 of the Code. Under IRC § 6418, an "eligible taxpayer" may elect to transfer all or a portion of certain eligible credits, including PTCs under IRC § 45, to an unrelated "transferee taxpayer" for cash consideration. DEH is evaluating the feasibility and optimal structuring of such a transfer arrangement to a creditworthy corporate buyer.
The prospective purchaser of the transferable credits (the "Buyer" or the "Transferee") is Pinnacle Atlantic Partners LP, a Delaware limited partnership. It is our understanding that Pinnacle Atlantic Partners LP is represented by Hargrove, Liddell & Strauss LLP in connection with the proposed transaction.
2.2 Scope of Legal Services — Phase 1 (Scoping and Structuring)
The engagement is currently limited to Phase 1: Scoping and Structuring Advisory Services. Phase 1 encompasses the following work streams:
(a) IRC § 6418 Transfer Mechanics. Analysis of the transfer election mechanics applicable to PTCs generated by the Ridgeway Wind Project under IRC § 6418 and the Treasury Regulations promulgated thereunder, including Treas. Reg. §§ 1.6418-1 through 1.6418-5 and any applicable IRS notices, revenue procedures, and frequently asked questions. This analysis will include a review of the eligibility of the credits for transfer, the timing and procedural requirements of the transfer election, the treatment of transferred credits in the hands of the transferee, and any applicable recapture rules.
(b) Indicative Term Sheet Review. Review of and commentary on the indicative term sheet (the "Term Sheet") received from Pinnacle Atlantic Partners LP, as transmitted by its counsel, Hargrove, Liddell & Strauss LLP. Our review will focus on the commercial and legal terms reflected in the Term Sheet, including pricing, payment mechanics, representations and warranties, indemnification provisions, recapture risk allocation, and closing conditions, with a view toward identifying provisions that may require further negotiation or refinement.
(c) Identification of Key Issues. Identification and preliminary analysis of key legal, tax, structural, and regulatory issues arising from the proposed credit transfer transaction. This work stream will include, without limitation, an assessment of lender consent requirements under the Credit Agreement dated March 28, 2023 (as amended from time to time, the "Credit Agreement"), between Ridgeway Wind Energy LLC, as borrower, and Redstone Capital Bank, N.A., as administrative agent and lender. We will review the relevant provisions of the Credit Agreement, including any negative covenants, permitted actions, and consent or notice requirements that may be implicated by the transfer of PTCs or the entry into a transfer agreement with a third party.
(d) Structuring Memorandum. Preparation of a structuring memorandum and preliminary issues list for DEH management. The memorandum will set forth C&H's preliminary recommendations regarding the optimal structure for the proposed transfer, highlight key risk factors and open issues, and identify decision points that will need to be addressed by the Client before proceeding to the transaction advisory phase.
(e) Advisor Coordination. Advice on the engagement and coordination of additional professional advisors retained by or on behalf of the Client in connection with the proposed transaction, including: (i) tax advisors at Grayson Birch & Co. LLP, who are expected to advise on tax return and compliance matters; (ii) independent engineers at Meridian Technical Advisors LLC, who may be engaged to provide energy production and performance verification reports; (iii) insurance brokers at Corbin Hale & Associates Inc., who are expected to assist in procuring tax credit recapture insurance; and (iv) the prospective escrow agent, Commonwealth Fiduciary Trust Company, which may serve as escrow agent for amounts held in connection with indemnification or other contingent obligations under the transfer agreement.
(f) Pre-Filing Registration Requirements. Preliminary analysis of the IRS pre-filing registration requirements applicable to the proposed transfer under Treasury Regulation § 1.6418-4, including the registration process on the IRS Energy Credits Online portal, the information required to be submitted by both the transferor and the transferee, and the timing of registration relative to the anticipated transfer election.
2.3 Potential Expansion — Phase 2 (Full Transaction Advisory)
If DEH elects to proceed beyond the scoping and structuring phase described in Section 2.2, the engagement may be expanded, by mutual written agreement, to include Phase 2: Full Transaction Advisory Services. Phase 2 would encompass the following additional work streams, which are described here for informational purposes only and do not constitute a commitment by either party to proceed:
(a) Negotiation and drafting of the Transfer Agreement between the Project Company (or DEH, as applicable) and Pinnacle Atlantic Partners LP, together with all related transaction documents, including schedules, exhibits, ancillary agreements, and disclosure schedules;
(b) Negotiation of lender consent from Redstone Capital Bank, N.A. and preparation and negotiation of any required amendments, waivers, or side letters to the Credit Agreement to permit the proposed transfer;
(c) Coordination with Northfield Specialty Insurance Co. regarding the procurement of tax credit recapture insurance, including review and negotiation of policy terms, exclusions, and coverage limits;
(d) Review and negotiation of escrow arrangements with Commonwealth Fiduciary Trust Company, including the escrow agreement, escrow funding mechanics, and release conditions;
(e) Advice on IRS Energy Credits Online registration procedures and the preparation and filing of annual transfer election statements;
(f) Advice on closing mechanics, funds flow, and the sequencing of deliverables and conditions precedent to closing; and
(g) Such other services as may be reasonably necessary or incident to the completion of the proposed transaction.
Any expansion of the scope of this engagement to include Phase 2 or any additional services will be confirmed in a supplemental engagement letter or a written amendment to this engagement letter, executed by both parties. Until such supplemental letter or amendment is executed, C&H's services are limited to Phase 1 as described in Section 2.2 above.
2.4 Limitations on Scope
The Client acknowledges and agrees that the scope of this engagement is subject to the following limitations:
(a) C&H is not being engaged to provide tax return preparation services, accounting or bookkeeping advice, engineering or technical advisory services, insurance brokerage or placement services, financial advisory services, or investment banking services. The Client has retained, or will retain, separate qualified professionals for each of these functions.
(b) C&H is not acting as counsel to any affiliate, subsidiary, or related entity of DEH other than as expressly specified in Section 1 of this letter. Without limiting the generality of the foregoing, C&H does not represent Pinnacle Atlantic Partners LP, Hargrove, Liddell & Strauss LLP, Redstone Capital Bank, N.A., Northfield Specialty Insurance Co., Commonwealth Fiduciary Trust Company, or any other counterparty, advisor, or service provider to the proposed transaction.
(c) C&H will not render a formal legal opinion (whether in the form of a "will" opinion, "should" opinion, or "more-likely-than-not" opinion) on the tax treatment of the proposed transfer or the eligibility of the credits for transfer under IRC § 6418 unless the Client separately engages C&H for such purpose and a separate tax opinion engagement letter is executed by the parties. The advice provided in connection with Phase 1 constitutes informal advisory guidance and should not be relied upon as a formal tax opinion.
(d) C&H's advice under this engagement relates solely to matters of United States federal tax law and the laws of the State of New York. The Firm is not rendering advice on, and does not opine upon, the laws of the Cayman Islands, the laws of the State of Montana, or the laws of any other foreign or state jurisdiction, unless expressly agreed to in writing. The Client should consult with qualified counsel in those jurisdictions to the extent that advice on non-U.S. or non-New York legal matters is required.
3. Engagement Team
The following attorneys will be primarily responsible for the performance of services under this engagement:
Sylvia Hartwell will serve as the Responsible Partner for this engagement and will be the primary relationship contact for the Client. Ms. Hartwell will have overall responsibility for the supervision and direction of the legal work performed under this engagement and will be available to the Client for substantive discussions, strategic advice, and decision-making guidance throughout the matter.
Leonard Cross will serve as the Billing Partner for this engagement. Mr. Cross will be responsible for all billing and collections matters, including the preparation and review of monthly invoices, the resolution of billing inquiries, and coordination with the Client's accounts payable function. Mr. Cross will also contribute substantively to the legal work on the engagement, particularly with respect to the structuring analysis and term sheet review.
From time to time, other attorneys, paralegals, tax specialists, or professional staff of the Firm may be called upon to assist on the engagement as the needs of the matter dictate. The Client will be advised of any material additions to the engagement team, including the identity and billing rate of any additional attorney who is expected to perform significant work on the matter. We will endeavor to maintain continuity in staffing to the greatest extent practicable.
C&H may also utilize the services of summer associates or contract attorneys at reduced hourly rates in connection with certain research, drafting, or document review tasks. The use of summer associates or contract attorneys will be subject to the Client's prior consent, and work product generated by such individuals will be reviewed and supervised by the attorneys identified above.
4. Fees and Billing
4.1 Hourly Rates
Legal services rendered under this engagement will be billed on an hourly basis at the rates specified in Section 3 above. The rates set forth in that section reflect each timekeeper's current standard billing rate as of the date of this letter.
Hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Client will be notified in writing in advance of any changes to the applicable billing rates, and any such adjusted rates will apply to services rendered on or after the effective date of the adjustment. Rate adjustments will not be applied retroactively to services previously rendered.
All professional time is recorded and billed in increments of one-tenth of an hour (six-minute increments). Each invoice will include a detailed narrative description of the services performed by each timekeeper, the date on which the services were rendered, and the time expended.
4.2 Fee Estimates
Based on our current understanding of the scope of services anticipated under this engagement, C&H provides the following non-binding fee estimates:
Phase 1 (Scoping and Structuring): Based on the anticipated scope of work described in Section 2.2, C&H estimates that total professional fees for Phase 1 will be in the range of $85,000 to $125,000. This estimate assumes a typical level of complexity and a reasonable degree of responsiveness from the Client's team and other advisors in providing requested information and documents. The estimate also assumes that the indicative term sheet from Pinnacle Atlantic Partners LP does not raise unusual or novel issues requiring extended analysis.
Phase 2 (Full Transaction Advisory), if engaged: In the event that the Client elects to expand the engagement to include Phase 2 as described in Section 2.3, C&H estimates that total professional fees for the full transaction advisory engagement would be in the range of $350,000 to $500,000. This estimate is inherently preliminary and subject to significant variability depending on the complexity of the negotiations with Pinnacle Atlantic Partners LP and its counsel, the number and nature of legal, tax, and structural issues that arise during the transaction, the extent of third-party coordination required (including negotiations with Redstone Capital Bank, N.A. and Commonwealth Fiduciary Trust Company), and the overall timeline to closing.
These estimates are provided solely for the Client's internal budgeting and planning purposes and do not constitute a cap, fixed fee, maximum fee, or guaranteed maximum price. Actual fees may be higher or lower than the estimated ranges depending on the scope, complexity, and duration of the matters that arise. C&H will endeavor to keep the Client informed on a timely basis if it appears that fees are likely to materially exceed the estimates set forth above, and will work with the Client to manage the scope of work and associated costs in a manner consistent with the Client's objectives.
4.3 Expenses and Disbursements
In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with the performance of services under this engagement. Reimbursable expenses include, but are not limited to, the following:
•  Travel expenses (airfare, ground transportation, lodging, and meals), if applicable and incurred at the Client's request or with the Client's prior approval;
•  Filing fees, registration fees, and government charges;
•  Courier, overnight delivery, and express mail charges;
•  Database access and legal research charges (including Westmark Data Systems, Cascade Services Inc., and similar services);
•  Document reproduction, printing, and scanning costs;
•  Long-distance telephone and video conferencing charges; and
•  Third-party vendor charges incurred at the Client's request or with the Client's consent, including charges for translation services, document management platforms, or virtual data room access.
All expenses will be billed at cost, without markup. C&H will seek the Client's prior approval before incurring any single expense item in excess of $2,500.
4.4 Invoicing and Payment
C&H will issue monthly invoices to the Client for professional fees earned and disbursements incurred during the preceding calendar month. Invoices will be transmitted electronically to the Client's designated billing contact and, upon request, in hard copy via regular mail.
All invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer to C&H's designated client trust or operating account, as specified on the invoice, or by check made payable to "Calderwood & Harkness LLP" and mailed to the Firm's billing address.
In the event that payment of any invoice is not received within thirty (30) days of the invoice date, C&H reserves the right to charge interest on overdue amounts at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is lower. Interest will accrue on the unpaid balance from the date the payment was due until the date the payment is received in full.
All invoices will reference C&H matter number 1016-00008 and billing code 09417.00001. The Client should ensure that these reference numbers are included on all remittance advice and payment correspondence to facilitate timely and accurate application of payments.
Any billing inquiries, disputes, or questions regarding invoices should be directed to Leonard Cross at (212) 554-7134 or lcross@calderwoodharkness.com. C&H is committed to addressing billing matters promptly and to the Client's satisfaction.
4.5 Retainer.  No retainer or advance payment is required for this engagement at this time. However, C&H reserves the right to request a retainer or advance payment from the Client in the event of a material expansion of the scope of the engagement, a significant increase in anticipated fees or expenses, or if billing or collections issues arise during the course of the engagement. Any retainer received will be deposited in C&H's client trust account and applied against invoices as they become due, in accordance with the applicable rules of professional conduct.
5. Client Responsibilities
The success of this engagement depends on the full and timely cooperation of the Client and its personnel. The Client agrees to cooperate with C&H and to provide, in a timely manner, all documents, information, data, and access to personnel that are reasonably necessary for C&H to perform the services described in this engagement letter. Without limiting the generality of the foregoing, the Client will make available to C&H copies of relevant transaction documents, corporate organizational documents, tax filings and workpapers, project agreements, the Credit Agreement and related financing documents, and any correspondence with Pinnacle Atlantic Partners LP or its counsel.
The Client will designate Marcus Petrov, Vice President, Tax, as the primary client contact for day-to-day matters arising under this engagement. Mr. Petrov will be responsible for coordinating the Client's responses to C&H's requests for information, facilitating introductions to other members of the Client's team, and serving as the principal decision-maker on routine matters. In addition, Fiona Kessler, Chief Financial Officer, will be available for discussions regarding financial, structuring, and cash-flow matters as they relate to the proposed transaction.
The Client will promptly inform C&H of any material developments relating to the Ridgeway Wind Project, the proposed credit transfer transaction, the Client's financial condition or tax posture, or any other matter that may affect the engagement or the advice being provided. Material developments include, without limitation, changes in the operational status of the Project, amendments to the Credit Agreement, communications from the IRS or any tax authority, changes in the Client's corporate structure, and developments in the Client's relationship with Pinnacle Atlantic Partners LP or any other relevant counterparty.
6. Confidentiality
All information provided by the Client to C&H in connection with this engagement, including documents, data, communications, financial information, business plans, and strategic considerations (collectively, "Confidential Information"), will be treated as confidential by C&H and its personnel. Such information will be protected by the attorney-client privilege and/or the work product doctrine to the maximum extent permitted by applicable law, including the New York Rules of Professional Conduct and applicable federal common law principles of privilege.
C&H will not disclose Confidential Information to any third party without the Client's prior written consent, except to the extent that disclosure is required by law, regulation, court order, subpoena, or the applicable rules of professional conduct governing the Firm's obligations.
The Client acknowledges that in the course of this engagement, C&H may need to share certain Confidential Information with the Client's other professional advisors, including Grayson Birch & Co. LLP (tax advisors), Meridian Technical Advisors LLC (independent engineers), Corbin Hale & Associates Inc. (insurance brokers), and Commonwealth Fiduciary Trust Company (prospective escrow agent), to the extent such sharing is authorized by the Client and reasonably necessary for the performance of the services described herein. Where appropriate and feasible, such information sharing will be conducted pursuant to common-interest agreements, joint-defense arrangements, or other protective mechanisms designed to preserve the attorney-client privilege and work product protections attaching to the information.
7. Conflicts of Interest
C&H has conducted a conflicts check in accordance with the Firm's standard procedures, utilizing the information provided by the Client regarding the parties and entities involved in the proposed transaction. Based on the information currently available to us, we do not believe that a conflict of interest exists that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct.
Specifically, C&H does not currently represent Pinnacle Atlantic Partners LP, Hargrove, Liddell & Strauss LLP, Redstone Capital Bank, N.A., Northfield Specialty Insurance Co., Commonwealth Fiduciary Trust Company, or any other counterparty to the proposed transaction in any matter that is related to, or adverse to the interests of, the Client in connection with the matters described in this letter.
The Client acknowledges, however, that C&H is a large, diversified law firm with many attorneys and numerous clients across a wide range of practice areas and industries. It is possible, and indeed likely, that the Firm currently represents, or may in the future represent, other clients in matters wholly unrelated to this engagement that may involve one or more of the parties identified in connection with this matter. The Client agrees that such unrelated representations do not, in and of themselves, constitute a conflict of interest or a basis for disqualification, provided that the unrelated matter does not involve the subject matter of this engagement or create a material risk of adversity to the Client's interests.
In the event that an actual or potential conflict of interest arises during the course of this engagement, C&H will promptly notify the Client and take such steps as may be appropriate under the circumstances, which may include seeking an informed written waiver from the affected parties or, if the conflict cannot be adequately resolved through waiver, withdrawing from the engagement in accordance with the applicable rules of professional conduct.
8. No Guarantee of Outcome
The Client acknowledges that C&H has made no promises, representations, or guarantees regarding the outcome of any aspect of this engagement, including the successful completion of the proposed IRC § 6418 credit transfer transaction, the receipt of lender consent from Redstone Capital Bank, N.A., the procurement of tax credit recapture insurance, or any other specific result. The practice of law involves the exercise of professional judgment in the face of uncertainty, and the outcome of any legal matter is inherently dependent on numerous factors, many of which are beyond the control of the Firm.
Legal advice rendered by C&H is based on the law, regulations, and IRS guidance as they exist at the time the advice is provided. The Client understands and acknowledges that future changes in applicable law, including amendments to the Internal Revenue Code, the issuance of new or revised Treasury Regulations (including the finalization or amendment of proposed and temporary regulations under IRC §§ 6418, 45, and related provisions), the publication of IRS notices, revenue rulings, or revenue procedures, and judicial decisions interpreting the relevant provisions, could affect the analysis, conclusions, and recommendations provided by C&H in connection with this engagement. C&H does not undertake any obligation to update previously rendered advice in light of subsequent legal developments unless specifically requested to do so by the Client.
9. Governing Law and Dispute Resolution
This engagement letter and the relationship between the Client and the Firm, including any disputes arising out of or relating to the services provided hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or in connection with this engagement letter, the services provided hereunder, or the breach, termination, or validity of this letter, shall be resolved through binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, the parties may mutually agree in writing to submit any dispute to an alternative dispute resolution mechanism, including mediation, in lieu of or prior to arbitration.
10. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Written notice may be delivered by email, overnight courier, or personal delivery to the addresses set forth in this letter (or such other address as a party may designate in writing from time to time).
In the event of termination of this engagement, whether by the Client or by the Firm, the Client will remain responsible for payment of all professional fees earned and expenses incurred through the effective date of termination. C&H will promptly render a final invoice following termination, and such invoice will be due and payable in accordance with the terms set forth in Section 4.4 above.
Upon termination, C&H will take such steps as are reasonably necessary to protect the Client's interests as required by applicable rules of professional conduct, including the New York Rules of Professional Conduct. If requested by the Client, C&H will cooperate in the orderly transition of the matter to successor counsel designated by the Client, including the transfer of relevant files, work product, and other materials, subject to the Client's satisfaction of all outstanding financial obligations to the Firm and the Firm's right to retain copies of engagement files for its records.
11. Document Retention
C&H will retain engagement files (including correspondence, memoranda, research files, drafts, and work product) in accordance with the Firm's standard document retention policies. Upon the conclusion of the engagement, files may be converted to electronic format and/or transferred to offsite archives or secure electronic storage systems maintained by the Firm or its designated vendors.
The Client may request the return of original documents provided to C&H at any time during or after the engagement, and C&H will use reasonable efforts to comply with such requests promptly. The Firm reserves the right to retain copies (whether physical or electronic) of all engagement materials for its records, including for purposes of complying with professional responsibility obligations, regulatory requirements, and the Firm's internal risk management and quality assurance programs.
After expiration of the applicable retention period, which is currently ten (10) years from the date of the final invoice rendered in connection with this engagement, the Firm may destroy engagement files, including both physical and electronic copies, without further notice to the Client. The Client should notify C&H in writing prior to the expiration of the retention period if it wishes to make alternative arrangements for the preservation or return of engagement files.
12. Acceptance and Counterparts
We respectfully request that you confirm your acceptance of the terms and conditions set forth in this engagement letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A signed copy may be returned via email (in PDF format), facsimile, or Sundial Data Systems to the address set forth in the letterhead above.
This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic mail in portable document format (PDF) or by facsimile shall be treated as original signatures for all purposes and shall be binding upon the parties.
This engagement letter constitutes the entire agreement between the Client and the Firm with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings, representations, negotiations, and agreements between the parties relating to such subject matter. No amendment, modification, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by both parties.
We greatly appreciate the opportunity to represent Dunmore Energy Holdings Ltd. on this important matter, and we look forward to working closely with you, Ms. Kessler, and the rest of the DEH team, as well as with DEH's other professional advisors, to achieve the Client's objectives in connection with the proposed credit transfer transaction. Please do not hesitate to contact me at any time if you have questions or would like to discuss any aspect of this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Sylvia Hartwell Partner
Telephone: (212) 554-7218
Email: shartwell@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Dunmore Energy Holdings Ltd., hereby acknowledges receipt of the foregoing engagement letter, confirms that the undersigned has read and understands its terms and conditions, and agrees to be bound thereby.
AGREED AND ACCEPTED:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Petrov
Title: Vice President, Tax
Date: ________
Enclosures: None
cc: Fiona Kessler, Chief Financial Officer, Dunmore Energy Holdings Ltd. Leonard Cross, Billing Partner, Calderwood & Harkness LLP
Name | Role | Hourly Rate
Sylvia Hartwell | Responsible Partner, Tax | $1,650/hr
Leonard Cross | Billing Partner, Tax | $1,575/hr
Robert Jansen | Lead Associate, Tax | $975/hr
Garrett Simmons | Working Associate, Tax | $725/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

AGREED AND ACCEPTED:

DUNMORE ENERGY HOLDINGS LTD.

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