1016-00009 · Dunmore Energy Holdings · Personnel & Indemnification

letter-to-wexford-keane-sorokin-representation.docx DOCUMENT Litigation

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006

Telephone: (202) 555-7100 Facsimile: (202) 555-7101 www.calderwoodharkness.com

September 20, 2022

Via Email and First Class Mail

Philip Keane, Esq. Wexford Keane LLP 2000 K Street NW, Suite 650 Washington, DC 20006

Re: Representation of Natasha Sorokin — Dunmore Energy Holdings Ltd. DOJ Investigation (Calderwood & Harkness Matter No. 1016-00009)

Dear Mr. Keane:

I write on behalf of our client, Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), in my capacity as the responsible partner for the above-referenced matter in Calderwood & Harkness LLP's White Collar & Investigations practice. This letter is in response to your correspondence dated September 12, 2022, in which you notified this firm that Wexford Keane LLP has been retained to represent Natasha Sorokin, a Russian-American dual national and former Senior Trader at Dunmore Trading International Ltd. ("DTI"), a wholly owned subsidiary of Dunmore, in connection with the pending investigation by the United States Department of Justice, National Security Division, Counterintelligence and Export Control Section (the "DOJ Investigation").

We acknowledge your notification and confirm our understanding that Wexford Keane LLP now serves as Ms. Sorokin's personal counsel with respect to all matters arising from or related to the DOJ Investigation, including any related proceedings before the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. As you are aware, the DOJ Investigation is being conducted in connection with grand jury subpoena GJ No. 22-418, issued on April 19, 2022, by the United States District Court for the District of Columbia (Grand Jury 22-2).

For the avoidance of any doubt, we confirm that Calderwood & Harkness LLP represents the corporate entity Dunmore Energy Holdings Ltd. and its subsidiaries, including DTI. Calderwood & Harkness LLP does not represent, and has not at any time represented, Ms. Sorokin in her individual capacity. The purpose of this letter is to set forth the respective roles of our firms, to clarify the boundaries of our respective representations, and to establish appropriate protocols for information sharing, communication, and coordination as the DOJ Investigation proceeds.

I. Background on the Engagement and Investigation

Calderwood & Harkness LLP was retained by Dunmore on April 14, 2022, to conduct a comprehensive internal investigation and to represent the company in responding to inquiries by the DOJ in connection with potential violations of U.S. sanctions laws, including programs administered by OFAC, and applicable export control regulations. The engagement letter, executed by Dunmore's General Counsel, Marcus Wellbourne, Esq., on behalf of DEH, encompasses the representation of the corporate entity and its subsidiaries in all aspects of the DOJ Investigation.

The DOJ inquiry was formally opened on April 19, 2022, with the issuance of the above-referenced grand jury subpoena. The investigation focuses principally on the activities of DTI's Dubai-based trading desk and the conduct of certain personnel operating from that desk during the period from approximately January 2020 through March 2022. In particular, the investigation concerns transactions with certain counterparties that are believed by the government to have connections to sanctioned persons or entities, including Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH. As you may be aware, several of these entities were designated under Executive Order 14024 and related OFAC sanctions programs during the relevant period.

The DOJ Investigation is being led by Assistant United States Attorney Meredith Calloway of the National Security Division, along with Trial Attorneys Samuel Kovacs and Diana Pressman of the Counterintelligence and Export Control Section. The case agent assigned to the matter by the Federal Bureau of Investigation is Special Agent Paul Reinhardt. OFAC Compliance Analyst Erin Matsuda has been identified as the liaison for any parallel administrative proceedings.

II. Acknowledgment of Ms. Sorokin's Status and Representation

We acknowledge that Ms. Sorokin is a Russian-American dual national who served as a Senior Trader at DTI and was based at DTI's offices in Dubai, United Arab Emirates. Ms. Sorokin was placed on administrative leave by Dunmore on May 16, 2022, following the initiation of the internal investigation. As you have noted in your correspondence, and as is consistent with our records, Ms. Sorokin was subsequently separated from Dunmore effective September 15, 2022.

We confirm our understanding that Wexford Keane LLP now serves as Ms. Sorokin's personal counsel with respect to any and all matters arising from or related to the DOJ Investigation, any related OFAC proceedings, and any other regulatory, civil, or criminal proceedings that may arise from the same or related facts and circumstances. Accordingly, all future communications from Calderwood & Harkness LLP with Ms. Sorokin on matters relating to the DOJ Investigation or any related proceedings shall be directed through you at Wexford Keane LLP. We will not contact Ms. Sorokin directly on such matters without first coordinating with your office.

We note for the record that Calderwood & Harkness LLP previously conducted an interview of Ms. Sorokin on June 2, 2022, in the ordinary course of the internal investigation and prior to her retention of separate counsel. At the outset of that interview, the standard Upjohn corporate warning was administered to Ms. Sorokin. Specifically, Ms. Sorokin was informed that: (a) Calderwood & Harkness LLP represented Dunmore Energy Holdings Ltd. and not Ms. Sorokin individually; (b) the purpose of the interview was to gather facts for the purpose of providing legal advice to the company; (c) the attorney-client privilege with respect to the interview and any communications during it belonged to the company and not to Ms. Sorokin; and (d) the company could, at its sole discretion, waive the privilege and disclose the substance of the interview to third parties, including government regulators and law enforcement. Ms. Sorokin acknowledged her understanding of these advisements before the interview proceeded. A memorandum confirming the administration of the Upjohn warning was prepared contemporaneously and is maintained in the internal investigation file.

III. Clarification of Roles and Potential Adverse Interests

It is important that the respective roles and obligations of our two firms be clearly delineated to avoid any confusion or inadvertent creation of obligations that neither firm intends.

Calderwood & Harkness LLP's sole client in this matter is Dunmore Energy Holdings Ltd. and its corporate subsidiaries, including DTI. Wexford Keane LLP's client is Natasha Sorokin in her individual capacity. We acknowledge that Ms. Sorokin's interests may diverge from, or become directly adverse to, those of Dunmore in the course of the DOJ Investigation and any proceedings by the DOJ, OFAC, or other regulatory or enforcement bodies. To the extent that such divergence or adversity arises, each firm will continue to represent its respective client zealously within the bounds of applicable ethical rules and professional obligations.

Calderwood & Harkness LLP does not and will not provide legal advice to Ms. Sorokin, nor does Calderwood & Harkness LLP owe any duty of loyalty, confidentiality, or other fiduciary obligation to Ms. Sorokin by virtue of any communications that have occurred or may occur between our firms. Similarly, neither firm will treat the other's client as its own, and no joint representation, co-counsel arrangement, or attorney-client relationship exists or is intended to exist between Calderwood & Harkness LLP and Ms. Sorokin, or between Wexford Keane LLP and Dunmore. All dealings between our firms should be understood to be at arms' length and subject to the foregoing limitations.

IV. Information-Sharing Protocols and Limitations

Given the nature of the respective representations and the potential for divergent interests between our clients, we believe it is necessary to establish clear protocols governing the sharing of information between our firms. The protocols set forth below are intended to protect the interests of both clients and to preserve the integrity of the ongoing investigation.

A. No Common Interest Agreement with Individual Counsel

As you may be aware, on April 25, 2022, Dunmore entered into a common interest and joint defense agreement (the "Joint Defense Agreement") with Greystone Capital Partners Fund IV, L.P. and Thornbury Infrastructure Fund II, L.P. (each an equity holder in DEH), along with their respective outside counsel, including Harwood & Pennington LLP. The Joint Defense Agreement governs the sharing of certain privileged information among those parties for the common purpose of defending against the DOJ Investigation and any related proceedings.

No common interest or joint defense agreement is currently in place between Calderwood & Harkness LLP, on behalf of Dunmore, and Wexford Keane LLP, on behalf of Ms. Sorokin. Given the potential for divergent or adverse interests between Dunmore and Ms. Sorokin, it is not anticipated that a common interest agreement will be entered into between our firms at this time. We recognize, however, that circumstances may evolve over the course of the investigation, and we reserve the right to revisit this position should future developments make such an arrangement appropriate and consistent with our client's interests. Should you wish to discuss this matter further at any point, please do not hesitate to contact me.

B. Limitations on Sharing Privileged Information

Consistent with the foregoing, Calderwood & Harkness LLP will not share attorney-client privileged communications or attorney work product generated in connection with the internal investigation with Wexford Keane LLP or Ms. Sorokin, except to the extent that Dunmore's General Counsel, Marcus Wellbourne, expressly authorizes such disclosure in writing. Any such authorization, if given, would be limited to the specific materials and purposes identified in the authorization and would not constitute a general waiver of any privilege or protection.

Accordingly, Wexford Keane LLP should not expect to receive copies of internal investigation memoranda, interview summaries, forensic accounting reports (which have been prepared by Ridgeline Advisory Group LLC), e-discovery materials processed by Nexagen Analytics Inc. under Project No. NX-DEH-2204, attorney work product analyses, or other privileged or work-product-protected materials, unless specifically authorized by Mr. Wellbourne in writing. Requests for access to any such materials should be directed to me at Calderwood & Harkness LLP, and I will coordinate with Mr. Wellbourne and Dunmore's leadership as appropriate.

We further note that any prior communications between Calderwood & Harkness LLP attorneys and Ms. Sorokin during the June 2, 2022 interview are subject to the corporate attorney-client privilege held by Dunmore, and not by Ms. Sorokin personally. This position is consistent with the Upjohn warning that was administered at the outset of the interview, as described above, and with established law governing the scope of the corporate attorney-client privilege. See Upjohn Co. v. United States, 449 U.S. 383 (1981); In re Grand Jury Subpoena, 415 F.3d 333 (4th Cir. 2005). Dunmore retains the sole authority to waive or assert the privilege with respect to those communications.

C. Document Productions and Subpoena Compliance

Calderwood & Harkness LLP is producing documents to the DOJ on behalf of Dunmore in response to grand jury subpoena GJ No. 22-418, pursuant to a rolling production protocol that has been negotiated with AUSA Calloway and her team. As currently scheduled, the first production, encompassing approximately 287,412 documents bearing Bates numbers DEH-DOJ-000001 through DEH-DOJ-287412, is expected to be produced on or about November 1, 2022. Subsequent productions will follow on a schedule to be determined in consultation with the government.

The documents being produced by Calderwood & Harkness on behalf of Dunmore consist of corporate records maintained on Dunmore systems and within the custody and control of the company and its subsidiaries. Documents that may belong to Ms. Sorokin personally — as distinguished from corporate documents stored on Dunmore systems — are not being produced by Calderwood & Harkness on behalf of Dunmore. To the extent that the DOJ seeks personal documents or communications from Ms. Sorokin, such requests should be addressed directly between Wexford Keane LLP and the DOJ.

If Wexford Keane LLP becomes aware of any documents or communications in Ms. Sorokin's personal possession — including documents on personal devices, personal email accounts, or other personal repositories — that may be responsive to the grand jury subpoena or otherwise relevant to the DOJ Investigation, we would ask that you contact me at Calderwood & Harkness LLP to coordinate, bearing in mind the separate representations and the respective obligations of our clients to the government. It is our understanding that certain categories of documents may exist on both personal and corporate systems, and we believe it is in the interest of all parties to ensure that document productions to the government are comprehensive and non-duplicative to the extent feasible.

D. Witness Cooperation and Contacts

As noted above, Calderwood & Harkness LLP will not contact Ms. Sorokin directly regarding the DOJ Investigation or any related matters without first coordinating with Wexford Keane LLP. All requests for information, documents, or cooperation from Ms. Sorokin will be directed through your office.

If the DOJ seeks to interview Ms. Sorokin, whether on a voluntary proffer basis or otherwise, such requests from the government should be directed to Wexford Keane LLP as Ms. Sorokin's personal counsel. Calderwood & Harkness LLP will cooperate with the DOJ in scheduling and logistics to the extent requested, but this firm will not serve as an intermediary for Ms. Sorokin's personal appearances before the grand jury, the DOJ, the FBI, or any other government body.

To the extent that Dunmore's internal investigation or the company's remediation efforts require any additional information from Ms. Sorokin — for example, in connection with a potential voluntary self-disclosure to OFAC or in furtherance of compliance remediation measures — Calderwood & Harkness LLP will direct all such requests through Philip Keane at Wexford Keane LLP. We recognize that Ms. Sorokin is under no obligation to cooperate with Dunmore's internal investigation, and any cooperation would be voluntary and subject to whatever conditions Wexford Keane LLP deems appropriate to protect Ms. Sorokin's interests.

V. Indemnification and Advancement of Defense Costs

We acknowledge that Dunmore has certain indemnification and advancement-of-defense-costs obligations to Ms. Sorokin. These obligations arise under applicable Cayman Islands law, the company's Articles of Association (as amended and restated effective March 15, 2019), and Ms. Sorokin's individual employment agreement with DTI, dated January 8, 2020.

Calderwood & Harkness LLP has separately analyzed these obligations in an internal privileged memorandum dated May 5, 2022, the substance of which is not being shared with Wexford Keane LLP for the reasons described above. However, we can confirm that Dunmore intends to honor its advancement obligations under the applicable instruments and will process invoices from Wexford Keane LLP for reasonable defense costs incurred in connection with Ms. Sorokin's representation in the DOJ Investigation, in accordance with the terms of the applicable agreements.

Invoices from Wexford Keane LLP should be submitted on a monthly basis to:

Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010

with a copy to:

Victoria Chambers, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006

We note that the advancement of defense costs is subject to Ms. Sorokin's execution of an undertaking to repay such amounts if it is ultimately determined that she is not entitled to indemnification under applicable law and the governing instruments. If Ms. Sorokin has not yet executed such an undertaking, we would ask that Wexford Keane LLP coordinate with Mr. Wellbourne's office to arrange for the execution of that document at Ms. Sorokin's earliest convenience. Processing of invoices may be delayed until the undertaking is on file.

We further note that total individual counsel fees being advanced by Dunmore for current and former personnel — including those advanced for Ms. Sorokin, as well as for Robert Fisk and Jennifer Hargrave (each of whom has retained separate individual counsel) — are being tracked collectively by Dunmore's finance department and by Calderwood & Harkness LLP for budgeting and cost-management purposes. Accordingly, we request that Wexford Keane LLP's invoices be itemized and include contemporaneous time entries with sufficient detail to permit meaningful review by Dunmore's General Counsel and outside counsel. Block-billed or insufficiently detailed entries may be returned for further elaboration before payment is authorized.

Finally, we note that Dunmore's directors and officers liability insurance carrier, Garrison Mutual Insurance Co., has been notified of the DOJ Investigation. The applicable policy is Policy No. GM-DO-2021-08734, which provides $50 million in aggregate coverage, $10 million per claim, subject to a $2.5 million retention. Coverage for individual defense costs, including costs incurred by Ms. Sorokin's personal counsel, will be coordinated as applicable through the assigned claims adjuster, Patricia Holbrook, at Garrison Mutual. To the extent that certain of Ms. Sorokin's separation payments are being processed through an escrow arrangement at Commonwealth Trust Company in Wilmington, Delaware, Dunmore will coordinate those payments in accordance with the terms of the separation agreement and applicable escrow instructions.

VI. Preservation Obligations

As you are aware, a litigation hold notice was issued directly to Ms. Sorokin on April 20, 2022, one day following the issuance of the grand jury subpoena. A reminder of the litigation hold was reissued to Ms. Sorokin on July 15, 2022. These hold notices instructed Ms. Sorokin to preserve all documents and communications, in whatever form, that are potentially relevant to the DOJ Investigation, including but not limited to documents on personal devices, personal email accounts (including but not limited to Northgate Software, Cascade Health IT, and any other personal accounts), encrypted messaging applications (including but not limited to Meridian Services Inc., Signal, and Kestrel Data Systems), text messages, social media accounts, and cloud storage services.

Now that Ms. Sorokin has retained personal counsel, we request that Wexford Keane LLP confirm in writing that Ms. Sorokin continues to comply with her preservation obligations under the hold notices and that she has taken all reasonable steps to ensure the preservation of all potentially relevant documents and communications, including those on personal devices and accounts. We further request confirmation that Ms. Sorokin has not deleted, destroyed, altered, or otherwise disposed of any potentially relevant materials since the issuance of the initial hold notice on April 20, 2022.

In connection with Ms. Sorokin's separation from Dunmore on September 15, 2022, we understand that certain company-issued devices and credentials were returned to the company, including a company-issued laptop computer (Asset Tag No. DTI-LPT-2847), a company-issued mobile phone (Asset Tag No. DTI-MOB-1593), and security credentials for Dunmore's internal systems. We request that Wexford Keane LLP confirm the chain of custody for those materials and confirm that all company property has been returned in accordance with the terms of Ms. Sorokin's separation agreement. If Ms. Sorokin retained copies of any data from company-issued devices prior to their return, we would ask that Wexford Keane LLP advise us of that fact so that appropriate steps can be taken to address any privilege, confidentiality, or data-security concerns.

VII. Contact Information and Coordination

All communications regarding Ms. Sorokin's representation and matters touching on the DOJ Investigation should be directed to:

Victoria Chambers, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7100

Email: vchambers@calderwoodharkness.com

with copies to:

Jasmine Thornton, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7124

Email: jthornton@calderwoodharkness.com

We respectfully request that you confirm your preferred contact information for correspondence and communications relating to this matter, and that you identify any additional attorneys at Wexford Keane LLP who may be working on Ms. Sorokin's behalf and to whom communications may appropriately be directed.

VIII. Reservation of Rights

Dunmore Energy Holdings Ltd. reserves all rights with respect to Ms. Sorokin under applicable law, contract, and equity, including but not limited to: (a) any and all rights related to indemnification, including the right to seek repayment of advanced defense costs under the undertaking described above; (b) any and all rights related to clawback of compensation, bonuses, or other benefits under the terms of Ms. Sorokin's employment agreement or Dunmore's compensation policies; and (c) any and all claims for contribution, indemnity, or damages that Dunmore may have against Ms. Sorokin arising out of the facts and circumstances underlying the DOJ Investigation.

Nothing in this letter shall be construed as a waiver of any privilege, right, defense, or position held by Dunmore, including without limitation the attorney-client privilege, the work product doctrine, or any other applicable evidentiary or procedural protection. Nothing in this letter shall be construed as an admission of liability or wrongdoing by Dunmore or any of its officers, directors, employees, or agents.

Calderwood & Harkness LLP reserves the right to modify, supplement, or amend the protocols set forth in this letter as the DOJ Investigation develops and as circumstances may require. Any such modifications will be communicated to Wexford Keane LLP in writing.

IX. Closing

We recognize that the representation of individual employees and former employees in parallel with a corporate internal investigation requires careful coordination and mutual respect for the boundaries of the respective representations. Calderwood & Harkness LLP is committed to cooperating with Wexford Keane LLP to the extent consistent with Dunmore's interests and the integrity of the ongoing investigation. We trust that Wexford Keane LLP shares this commitment.

We respectfully request that you confirm receipt of this letter and your agreement to the information-sharing protocols and other procedures outlined herein at your earliest convenience. If you have any questions, concerns, or proposed modifications, I am available to discuss them by telephone or in person.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner, White Collar & Investigations Telephone: (202) 555-7100

Email: vchambers@calderwoodharkness.com

cc:

Marcus Wellbourne, Esq., General Counsel, Dunmore Energy Holdings Ltd. Howard Quinn, Esq., Calderwood & Harkness LLP (Billing Partner) Jasmine Thornton, Esq., Calderwood & Harkness LLP (Lead Associate)

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This letter and any attachments are privileged and confidential and are intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, please notify the sender immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution is prohibited.

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
Telephone: (202) 555-7100 Facsimile: (202) 555-7101 www.calderwoodharkness.com
September 20, 2022
Via Email and First Class Mail
Philip Keane, Esq. Wexford Keane LLP 2000 K Street NW, Suite 650 Washington, DC 20006
Re: Representation of Natasha Sorokin — Dunmore Energy Holdings Ltd. DOJ Investigation (Calderwood & Harkness Matter No. 1016-00009)
Dear Mr. Keane:
I write on behalf of our client, Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), in my capacity as the responsible partner for the above-referenced matter in Calderwood & Harkness LLP's White Collar & Investigations practice. This letter is in response to your correspondence dated September 12, 2022, in which you notified this firm that Wexford Keane LLP has been retained to represent Natasha Sorokin, a Russian-American dual national and former Senior Trader at Dunmore Trading International Ltd. ("DTI"), a wholly owned subsidiary of Dunmore, in connection with the pending investigation by the United States Department of Justice, National Security Division, Counterintelligence and Export Control Section (the "DOJ Investigation").
We acknowledge your notification and confirm our understanding that Wexford Keane LLP now serves as Ms. Sorokin's personal counsel with respect to all matters arising from or related to the DOJ Investigation, including any related proceedings before the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. As you are aware, the DOJ Investigation is being conducted in connection with grand jury subpoena GJ No. 22-418, issued on April 19, 2022, by the United States District Court for the District of Columbia (Grand Jury 22-2).
For the avoidance of any doubt, we confirm that Calderwood & Harkness LLP represents the corporate entity Dunmore Energy Holdings Ltd. and its subsidiaries, including DTI. Calderwood & Harkness LLP does not represent, and has not at any time represented, Ms. Sorokin in her individual capacity. The purpose of this letter is to set forth the respective roles of our firms, to clarify the boundaries of our respective representations, and to establish appropriate protocols for information sharing, communication, and coordination as the DOJ Investigation proceeds.
I. Background on the Engagement and Investigation
Calderwood & Harkness LLP was retained by Dunmore on April 14, 2022, to conduct a comprehensive internal investigation and to represent the company in responding to inquiries by the DOJ in connection with potential violations of U.S. sanctions laws, including programs administered by OFAC, and applicable export control regulations. The engagement letter, executed by Dunmore's General Counsel, Marcus Wellbourne, Esq., on behalf of DEH, encompasses the representation of the corporate entity and its subsidiaries in all aspects of the DOJ Investigation.
The DOJ inquiry was formally opened on April 19, 2022, with the issuance of the above-referenced grand jury subpoena. The investigation focuses principally on the activities of DTI's Dubai-based trading desk and the conduct of certain personnel operating from that desk during the period from approximately January 2020 through March 2022. In particular, the investigation concerns transactions with certain counterparties that are believed by the government to have connections to sanctioned persons or entities, including Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH. As you may be aware, several of these entities were designated under Executive Order 14024 and related OFAC sanctions programs during the relevant period.
The DOJ Investigation is being led by Assistant United States Attorney Meredith Calloway of the National Security Division, along with Trial Attorneys Samuel Kovacs and Diana Pressman of the Counterintelligence and Export Control Section. The case agent assigned to the matter by the Federal Bureau of Investigation is Special Agent Paul Reinhardt. OFAC Compliance Analyst Erin Matsuda has been identified as the liaison for any parallel administrative proceedings.
II. Acknowledgment of Ms. Sorokin's Status and Representation
We acknowledge that Ms. Sorokin is a Russian-American dual national who served as a Senior Trader at DTI and was based at DTI's offices in Dubai, United Arab Emirates. Ms. Sorokin was placed on administrative leave by Dunmore on May 16, 2022, following the initiation of the internal investigation. As you have noted in your correspondence, and as is consistent with our records, Ms. Sorokin was subsequently separated from Dunmore effective September 15, 2022.
We confirm our understanding that Wexford Keane LLP now serves as Ms. Sorokin's personal counsel with respect to any and all matters arising from or related to the DOJ Investigation, any related OFAC proceedings, and any other regulatory, civil, or criminal proceedings that may arise from the same or related facts and circumstances. Accordingly, all future communications from Calderwood & Harkness LLP with Ms. Sorokin on matters relating to the DOJ Investigation or any related proceedings shall be directed through you at Wexford Keane LLP. We will not contact Ms. Sorokin directly on such matters without first coordinating with your office.
We note for the record that Calderwood & Harkness LLP previously conducted an interview of Ms. Sorokin on June 2, 2022, in the ordinary course of the internal investigation and prior to her retention of separate counsel. At the outset of that interview, the standard Upjohn corporate warning was administered to Ms. Sorokin. Specifically, Ms. Sorokin was informed that: (a) Calderwood & Harkness LLP represented Dunmore Energy Holdings Ltd. and not Ms. Sorokin individually; (b) the purpose of the interview was to gather facts for the purpose of providing legal advice to the company; (c) the attorney-client privilege with respect to the interview and any communications during it belonged to the company and not to Ms. Sorokin; and (d) the company could, at its sole discretion, waive the privilege and disclose the substance of the interview to third parties, including government regulators and law enforcement. Ms. Sorokin acknowledged her understanding of these advisements before the interview proceeded. A memorandum confirming the administration of the Upjohn warning was prepared contemporaneously and is maintained in the internal investigation file.
III. Clarification of Roles and Potential Adverse Interests
It is important that the respective roles and obligations of our two firms be clearly delineated to avoid any confusion or inadvertent creation of obligations that neither firm intends.
Calderwood & Harkness LLP's sole client in this matter is Dunmore Energy Holdings Ltd. and its corporate subsidiaries, including DTI. Wexford Keane LLP's client is Natasha Sorokin in her individual capacity. We acknowledge that Ms. Sorokin's interests may diverge from, or become directly adverse to, those of Dunmore in the course of the DOJ Investigation and any proceedings by the DOJ, OFAC, or other regulatory or enforcement bodies. To the extent that such divergence or adversity arises, each firm will continue to represent its respective client zealously within the bounds of applicable ethical rules and professional obligations.
Calderwood & Harkness LLP does not and will not provide legal advice to Ms. Sorokin, nor does Calderwood & Harkness LLP owe any duty of loyalty, confidentiality, or other fiduciary obligation to Ms. Sorokin by virtue of any communications that have occurred or may occur between our firms. Similarly, neither firm will treat the other's client as its own, and no joint representation, co-counsel arrangement, or attorney-client relationship exists or is intended to exist between Calderwood & Harkness LLP and Ms. Sorokin, or between Wexford Keane LLP and Dunmore. All dealings between our firms should be understood to be at arms' length and subject to the foregoing limitations.
IV. Information-Sharing Protocols and Limitations
Given the nature of the respective representations and the potential for divergent interests between our clients, we believe it is necessary to establish clear protocols governing the sharing of information between our firms. The protocols set forth below are intended to protect the interests of both clients and to preserve the integrity of the ongoing investigation.
A. No Common Interest Agreement with Individual Counsel
As you may be aware, on April 25, 2022, Dunmore entered into a common interest and joint defense agreement (the "Joint Defense Agreement") with Greystone Capital Partners Fund IV, L.P. and Thornbury Infrastructure Fund II, L.P. (each an equity holder in DEH), along with their respective outside counsel, including Harwood & Pennington LLP. The Joint Defense Agreement governs the sharing of certain privileged information among those parties for the common purpose of defending against the DOJ Investigation and any related proceedings.
No common interest or joint defense agreement is currently in place between Calderwood & Harkness LLP, on behalf of Dunmore, and Wexford Keane LLP, on behalf of Ms. Sorokin. Given the potential for divergent or adverse interests between Dunmore and Ms. Sorokin, it is not anticipated that a common interest agreement will be entered into between our firms at this time. We recognize, however, that circumstances may evolve over the course of the investigation, and we reserve the right to revisit this position should future developments make such an arrangement appropriate and consistent with our client's interests. Should you wish to discuss this matter further at any point, please do not hesitate to contact me.
B. Limitations on Sharing Privileged Information
Consistent with the foregoing, Calderwood & Harkness LLP will not share attorney-client privileged communications or attorney work product generated in connection with the internal investigation with Wexford Keane LLP or Ms. Sorokin, except to the extent that Dunmore's General Counsel, Marcus Wellbourne, expressly authorizes such disclosure in writing. Any such authorization, if given, would be limited to the specific materials and purposes identified in the authorization and would not constitute a general waiver of any privilege or protection.
Accordingly, Wexford Keane LLP should not expect to receive copies of internal investigation memoranda, interview summaries, forensic accounting reports (which have been prepared by Ridgeline Advisory Group LLC), e-discovery materials processed by Nexagen Analytics Inc. under Project No. NX-DEH-2204, attorney work product analyses, or other privileged or work-product-protected materials, unless specifically authorized by Mr. Wellbourne in writing. Requests for access to any such materials should be directed to me at Calderwood & Harkness LLP, and I will coordinate with Mr. Wellbourne and Dunmore's leadership as appropriate.
We further note that any prior communications between Calderwood & Harkness LLP attorneys and Ms. Sorokin during the June 2, 2022 interview are subject to the corporate attorney-client privilege held by Dunmore, and not by Ms. Sorokin personally. This position is consistent with the Upjohn warning that was administered at the outset of the interview, as described above, and with established law governing the scope of the corporate attorney-client privilege. See Upjohn Co. v. United States, 449 U.S. 383 (1981); In re Grand Jury Subpoena, 415 F.3d 333 (4th Cir. 2005). Dunmore retains the sole authority to waive or assert the privilege with respect to those communications.
C. Document Productions and Subpoena Compliance
Calderwood & Harkness LLP is producing documents to the DOJ on behalf of Dunmore in response to grand jury subpoena GJ No. 22-418, pursuant to a rolling production protocol that has been negotiated with AUSA Calloway and her team. As currently scheduled, the first production, encompassing approximately 287,412 documents bearing Bates numbers DEH-DOJ-000001 through DEH-DOJ-287412, is expected to be produced on or about November 1, 2022. Subsequent productions will follow on a schedule to be determined in consultation with the government.
The documents being produced by Calderwood & Harkness on behalf of Dunmore consist of corporate records maintained on Dunmore systems and within the custody and control of the company and its subsidiaries. Documents that may belong to Ms. Sorokin personally — as distinguished from corporate documents stored on Dunmore systems — are not being produced by Calderwood & Harkness on behalf of Dunmore. To the extent that the DOJ seeks personal documents or communications from Ms. Sorokin, such requests should be addressed directly between Wexford Keane LLP and the DOJ.
If Wexford Keane LLP becomes aware of any documents or communications in Ms. Sorokin's personal possession — including documents on personal devices, personal email accounts, or other personal repositories — that may be responsive to the grand jury subpoena or otherwise relevant to the DOJ Investigation, we would ask that you contact me at Calderwood & Harkness LLP to coordinate, bearing in mind the separate representations and the respective obligations of our clients to the government. It is our understanding that certain categories of documents may exist on both personal and corporate systems, and we believe it is in the interest of all parties to ensure that document productions to the government are comprehensive and non-duplicative to the extent feasible.
D. Witness Cooperation and Contacts
As noted above, Calderwood & Harkness LLP will not contact Ms. Sorokin directly regarding the DOJ Investigation or any related matters without first coordinating with Wexford Keane LLP. All requests for information, documents, or cooperation from Ms. Sorokin will be directed through your office.
If the DOJ seeks to interview Ms. Sorokin, whether on a voluntary proffer basis or otherwise, such requests from the government should be directed to Wexford Keane LLP as Ms. Sorokin's personal counsel. Calderwood & Harkness LLP will cooperate with the DOJ in scheduling and logistics to the extent requested, but this firm will not serve as an intermediary for Ms. Sorokin's personal appearances before the grand jury, the DOJ, the FBI, or any other government body.
To the extent that Dunmore's internal investigation or the company's remediation efforts require any additional information from Ms. Sorokin — for example, in connection with a potential voluntary self-disclosure to OFAC or in furtherance of compliance remediation measures — Calderwood & Harkness LLP will direct all such requests through Philip Keane at Wexford Keane LLP. We recognize that Ms. Sorokin is under no obligation to cooperate with Dunmore's internal investigation, and any cooperation would be voluntary and subject to whatever conditions Wexford Keane LLP deems appropriate to protect Ms. Sorokin's interests.
V. Indemnification and Advancement of Defense Costs
We acknowledge that Dunmore has certain indemnification and advancement-of-defense-costs obligations to Ms. Sorokin. These obligations arise under applicable Cayman Islands law, the company's Articles of Association (as amended and restated effective March 15, 2019), and Ms. Sorokin's individual employment agreement with DTI, dated January 8, 2020.
Calderwood & Harkness LLP has separately analyzed these obligations in an internal privileged memorandum dated May 5, 2022, the substance of which is not being shared with Wexford Keane LLP for the reasons described above. However, we can confirm that Dunmore intends to honor its advancement obligations under the applicable instruments and will process invoices from Wexford Keane LLP for reasonable defense costs incurred in connection with Ms. Sorokin's representation in the DOJ Investigation, in accordance with the terms of the applicable agreements.
Invoices from Wexford Keane LLP should be submitted on a monthly basis to:
Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010
with a copy to:
Victoria Chambers, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
We note that the advancement of defense costs is subject to Ms. Sorokin's execution of an undertaking to repay such amounts if it is ultimately determined that she is not entitled to indemnification under applicable law and the governing instruments. If Ms. Sorokin has not yet executed such an undertaking, we would ask that Wexford Keane LLP coordinate with Mr. Wellbourne's office to arrange for the execution of that document at Ms. Sorokin's earliest convenience. Processing of invoices may be delayed until the undertaking is on file.
We further note that total individual counsel fees being advanced by Dunmore for current and former personnel — including those advanced for Ms. Sorokin, as well as for Robert Fisk and Jennifer Hargrave (each of whom has retained separate individual counsel) — are being tracked collectively by Dunmore's finance department and by Calderwood & Harkness LLP for budgeting and cost-management purposes. Accordingly, we request that Wexford Keane LLP's invoices be itemized and include contemporaneous time entries with sufficient detail to permit meaningful review by Dunmore's General Counsel and outside counsel. Block-billed or insufficiently detailed entries may be returned for further elaboration before payment is authorized.
Finally, we note that Dunmore's directors and officers liability insurance carrier, Garrison Mutual Insurance Co., has been notified of the DOJ Investigation. The applicable policy is Policy No. GM-DO-2021-08734, which provides $50 million in aggregate coverage, $10 million per claim, subject to a $2.5 million retention. Coverage for individual defense costs, including costs incurred by Ms. Sorokin's personal counsel, will be coordinated as applicable through the assigned claims adjuster, Patricia Holbrook, at Garrison Mutual. To the extent that certain of Ms. Sorokin's separation payments are being processed through an escrow arrangement at Commonwealth Trust Company in Wilmington, Delaware, Dunmore will coordinate those payments in accordance with the terms of the separation agreement and applicable escrow instructions.
VI. Preservation Obligations
As you are aware, a litigation hold notice was issued directly to Ms. Sorokin on April 20, 2022, one day following the issuance of the grand jury subpoena. A reminder of the litigation hold was reissued to Ms. Sorokin on July 15, 2022. These hold notices instructed Ms. Sorokin to preserve all documents and communications, in whatever form, that are potentially relevant to the DOJ Investigation, including but not limited to documents on personal devices, personal email accounts (including but not limited to Northgate Software, Cascade Health IT, and any other personal accounts), encrypted messaging applications (including but not limited to Meridian Services Inc., Signal, and Kestrel Data Systems), text messages, social media accounts, and cloud storage services.
Now that Ms. Sorokin has retained personal counsel, we request that Wexford Keane LLP confirm in writing that Ms. Sorokin continues to comply with her preservation obligations under the hold notices and that she has taken all reasonable steps to ensure the preservation of all potentially relevant documents and communications, including those on personal devices and accounts. We further request confirmation that Ms. Sorokin has not deleted, destroyed, altered, or otherwise disposed of any potentially relevant materials since the issuance of the initial hold notice on April 20, 2022.
In connection with Ms. Sorokin's separation from Dunmore on September 15, 2022, we understand that certain company-issued devices and credentials were returned to the company, including a company-issued laptop computer (Asset Tag No. DTI-LPT-2847), a company-issued mobile phone (Asset Tag No. DTI-MOB-1593), and security credentials for Dunmore's internal systems. We request that Wexford Keane LLP confirm the chain of custody for those materials and confirm that all company property has been returned in accordance with the terms of Ms. Sorokin's separation agreement. If Ms. Sorokin retained copies of any data from company-issued devices prior to their return, we would ask that Wexford Keane LLP advise us of that fact so that appropriate steps can be taken to address any privilege, confidentiality, or data-security concerns.
VII. Contact Information and Coordination
All communications regarding Ms. Sorokin's representation and matters touching on the DOJ Investigation should be directed to:
Victoria Chambers, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7100
Email: vchambers@calderwoodharkness.com
with copies to:
Jasmine Thornton, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7124
Email: jthornton@calderwoodharkness.com
We respectfully request that you confirm your preferred contact information for correspondence and communications relating to this matter, and that you identify any additional attorneys at Wexford Keane LLP who may be working on Ms. Sorokin's behalf and to whom communications may appropriately be directed.
VIII. Reservation of Rights
Dunmore Energy Holdings Ltd. reserves all rights with respect to Ms. Sorokin under applicable law, contract, and equity, including but not limited to: (a) any and all rights related to indemnification, including the right to seek repayment of advanced defense costs under the undertaking described above; (b) any and all rights related to clawback of compensation, bonuses, or other benefits under the terms of Ms. Sorokin's employment agreement or Dunmore's compensation policies; and (c) any and all claims for contribution, indemnity, or damages that Dunmore may have against Ms. Sorokin arising out of the facts and circumstances underlying the DOJ Investigation.
Nothing in this letter shall be construed as a waiver of any privilege, right, defense, or position held by Dunmore, including without limitation the attorney-client privilege, the work product doctrine, or any other applicable evidentiary or procedural protection. Nothing in this letter shall be construed as an admission of liability or wrongdoing by Dunmore or any of its officers, directors, employees, or agents.
Calderwood & Harkness LLP reserves the right to modify, supplement, or amend the protocols set forth in this letter as the DOJ Investigation develops and as circumstances may require. Any such modifications will be communicated to Wexford Keane LLP in writing.
IX. Closing
We recognize that the representation of individual employees and former employees in parallel with a corporate internal investigation requires careful coordination and mutual respect for the boundaries of the respective representations. Calderwood & Harkness LLP is committed to cooperating with Wexford Keane LLP to the extent consistent with Dunmore's interests and the integrity of the ongoing investigation. We trust that Wexford Keane LLP shares this commitment.
We respectfully request that you confirm receipt of this letter and your agreement to the information-sharing protocols and other procedures outlined herein at your earliest convenience. If you have any questions, concerns, or proposed modifications, I am available to discuss them by telephone or in person.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner, White Collar & Investigations Telephone: (202) 555-7100
Email: vchambers@calderwoodharkness.com
cc:
Marcus Wellbourne, Esq., General Counsel, Dunmore Energy Holdings Ltd. Howard Quinn, Esq., Calderwood & Harkness LLP (Billing Partner) Jasmine Thornton, Esq., Calderwood & Harkness LLP (Lead Associate)
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