1039-00001 · Torchlight Mining Corp · documents

vendor-engagement-meridian.docx DOCUMENT Litigation

80 / 88 ← → ✕

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, California 94104 Telephone: (415) 555-7200 Facsimile: (415) 555-7201 www.calderwoodharkness.com

August 1, 2023

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036

Attention: Claudia Ferraro, Engagement Lead

Re: Engagement of Meridian Compliance Partners LLC in Connection with Antitrust Compliance Program Design and Implementation — Torchlight Mining Corp. / Calderwood & Harkness Matter No. 1039-00001

Dear Ms. Ferraro:

This letter (the "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Torchlight Mining Corp. ("TMC" or the "Client"), a corporation organized under the Canada Business Corporations Act with its registered office at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary Torchlight Mining (U.S.) Inc. at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117, hereby engages Meridian Compliance Partners LLC ("Meridian" or the "Consultant") to provide antitrust compliance consulting services as more fully described herein.

1. Introduction and Purpose of Engagement

This engagement arises in connection with C&H's ongoing representation of TMC in a United States Department of Justice, Antitrust Division grand jury investigation (Grand Jury No. GJ-22-0194, United States District Court, Northern District of California, San Francisco Division) (the "Investigation") into suspected price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, with a particular focus on commercial markets for high-purity feldspar, industrial talc, and rare-earth concentrates (collectively, the "Subject Products"). The Investigation was formally opened by the DOJ Antitrust Division on February 10, 2022. TMC received a target letter from the DOJ on May 20, 2022, identifying TMC as a target of the Investigation.

The Firm engages Meridian in anticipation that TMC may enter into a non-prosecution agreement ("NPA") or other resolution with the DOJ that will require the design, implementation, and maintenance of an enhanced antitrust compliance program meeting the standards set forth in the DOJ Antitrust Division's Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations (July 2019, as updated), and that Meridian's services are intended to support TMC's remediation efforts and cooperation posture in ongoing negotiations with the DOJ. Meridian's expertise in antitrust compliance program design, as reflected in its prior engagements in DOJ matters and its familiarity with the requirements of the Antitrust Division's corporate enforcement framework, makes it well suited to assist TMC and C&H in this regard.

The effective date of this engagement shall be August 1, 2023.

2. Background

The following background is provided to ensure that Meridian has a clear understanding of the factual and procedural context of this engagement. All information set forth below is confidential and is provided under the protections discussed in Section 4 (Relationship Structure and Reporting) and Section 7 (Confidentiality) of this Engagement Letter.

2.1 The DOJ Investigation. The DOJ Antitrust Division is investigating an alleged conspiracy among commercial personnel at TMC, Ridgecrest Minerals Inc. ("Ridgecrest"), a Delaware corporation headquartered in Denver, Colorado, and Pinnacle Earth Resources Ltd. ("Pinnacle"), an Ontario corporation with its principal U.S. operations conducted in Salt Lake City, Utah, to fix prices, allocate customers, and rig bids for specialty minerals sold to U.S. industrial and chemical-manufacturing customers during the period approximately January 2017 through August 2021 (the "Relevant Period"). The alleged conduct spans multiple product lines within the Subject Products category, with the most significant alleged activity occurring in the high-purity feldspar and industrial talc markets.

2.2 The Cooperating Party. The Investigation was precipitated by the cooperation of Cascade Chemical Supply Co. ("Cascade"), a Washington state corporation headquartered in Spokane, Washington, which entered into a cooperation agreement with the DOJ in approximately September 2021. It is understood that Cascade, a significant purchaser of Subject Products during the Relevant Period, provided the DOJ with documentary evidence and witness testimony regarding the alleged conspiracy.

2.3 Deficiencies in TMC's Existing Compliance Program. TMC's existing antitrust compliance program was originally adopted in approximately 2014. Through C&H's internal investigation on behalf of TMC, that program has been identified as inadequate in several material respects, including the following: (a) no annual antitrust compliance training was conducted for any TMC personnel from approximately 2018 through the present; (b) no policies or procedures were in place for the monitoring of trade-association interactions, including interactions at meetings and conferences of the North American Specialty Minerals Council ("NASMC"); and (c) no audit or monitoring procedures existed for competitor contacts, including the use of encrypted messaging applications such as the VaultChat platform that has been identified in the Investigation as a medium through which certain alleged conspiratorial communications occurred.

2.4 C&H's Internal Investigation. C&H has conducted a comprehensive internal investigation on behalf of TMC, encompassing the review of approximately 555,000 documents (including electronic communications, pricing records, trade-association files, and personal-device communications) and formal interviews of twenty-three (23) current and former TMC employees. The findings and recommendations of C&H's internal investigation were presented to the TMC Board of Directors on January 20, 2023. The Board authorized C&H to proceed with remediation efforts and to engage qualified compliance consultants.

2.5 Cooperation and Remediation Timeline. C&H submitted a cooperation proffer to the DOJ on February 15, 2023, outlining TMC's findings, its remediation efforts to date, and its commitment to implementing an enhanced antitrust compliance program meeting DOJ standards. TMC intends to submit a detailed enhanced compliance program proposal to the DOJ by approximately September 15, 2023, in furtherance of NPA negotiations. The engagement of Meridian is a critical component of TMC's ability to meet this submission deadline and to demonstrate the credibility and rigor of its compliance remediation to the DOJ.

3. Scope of Services

Meridian shall provide the following consulting services in connection with this engagement, organized into phases as described below.

3.1 Phase 1: Assessment and Program Design (August – September 2023)

During Phase 1, Meridian shall undertake the following activities:

(a) Antitrust Compliance Risk Assessment. Meridian shall conduct a comprehensive antitrust compliance risk assessment of TMC's global operations, with particular focus on the U.S. Specialty Minerals Division, which reported fiscal year 2021 revenue of approximately USD 687 million, representing approximately twenty percent (20%) of TMC's consolidated revenue. The risk assessment shall encompass all business units, geographic regions, product lines, and customer segments relevant to TMC's commercial activities in the specialty-minerals sector.

(b) Evaluation of Existing Compliance Policy. Meridian shall review and evaluate TMC's existing antitrust compliance policy (adopted in approximately 2014, as described in Section 2.3 above) and identify all deficiencies therein in light of current DOJ expectations, industry best practices, and the specific compliance failures identified in C&H's internal investigation.

(c) Design of Enhanced Antitrust Compliance Program. Meridian shall design an Enhanced Antitrust Compliance Program (the "Program") addressing, at a minimum, each of the following elements:

(i) Mandatory Annual Antitrust Training. Design and implementation of mandatory annual antitrust compliance training for all commercial, sales, pricing, and executive personnel globally, including tailored training modules for personnel in the U.S. Specialty Minerals Division and for personnel who interact with competitors or participate in trade-association events.

(ii) Chief Compliance Officer. Appointment of an independent Chief Compliance Officer ("CCO") with a direct reporting line to the TMC Board of Directors (or a designated committee thereof), with clearly defined authority, resources, and independence from line management.

(iii) Competitor-Contact Protocols. Development of comprehensive protocols governing all interactions with competitors, including but not limited to interactions at trade-association events, industry conferences, and social gatherings, with specific attention to the NASMC quarterly conferences and similar industry gatherings identified in the Investigation.

(iv) Trade-Association Interaction Guidelines. Establishment of trade-association interaction guidelines, including pre-approval requirements for participation in trade-association meetings and events, mandatory attendance of antitrust counsel at identified high-risk events, and post-event reporting obligations for all participating personnel.

(v) Annual Compliance Certifications. Implementation of annual compliance certifications to be executed by the Chief Executive Officer (currently Søren Dalmqvist) and the General Counsel (currently Priya Anand), as well as by all senior commercial and sales personnel, confirming compliance with antitrust laws and the Program during the prior year.

(vi) Hotline/Whistleblower Procedures. Establishment of confidential hotline and whistleblower procedures for reporting potential antitrust violations, with appropriate protections against retaliation, and with reporting mechanisms accessible to all TMC personnel globally.

(vii) Pricing Communication Monitoring. Design of protocols for the ongoing monitoring and auditing of pricing communications and pricing decisions, including automated review tools where feasible, to detect anomalous pricing patterns or unauthorized competitor contacts.

(viii) Encrypted Messaging and Personal-Device Policies. Development of policies and procedures governing the use of encrypted messaging applications (including, specifically, VaultChat and similar platforms identified in the Investigation) and personal electronic devices for business-related communications, with appropriate preservation and monitoring requirements.

(ix) Periodic Compliance Auditing and Testing. Design of periodic compliance auditing and testing procedures to evaluate the effectiveness of the Program on an ongoing basis, including the scope, frequency, and methodology of such audits and tests.

(d) Program Description for DOJ Submission. Meridian shall prepare a written Program Description suitable for submission to the DOJ as part of NPA negotiations. The Program Description shall be drafted in a format suitable for attachment as an appendix to any future NPA, and shall be of sufficient detail and rigor to demonstrate to the DOJ that the Program meets or exceeds the standards set forth in the DOJ Antitrust Division's compliance evaluation guidance.

3.2 Phase 2: Implementation Support (October 2023 – NPA Execution)

During Phase 2, Meridian shall undertake the following activities in support of the implementation of the Program:

(a) Organizational Implementation. Meridian shall assist TMC management in implementing the Program across TMC's organizational structure, including the U.S. Specialty Minerals Division, TMC's fourteen (14) mines located across Canada, the United States, Brazil, and Australia, and TMC's six (6) downstream chemical-processing facilities.

(b) Training Curricula and Materials. Meridian shall develop training curricula and materials for mandatory annual antitrust compliance training, including in-person and online training modules, written training materials, and assessment instruments. Training materials shall be designed for adaptation to the specific risk profiles and operational contexts of TMC's various business units and geographic regions.

(c) Chief Compliance Officer Selection. Meridian shall advise TMC and C&H on the selection and appointment of the Chief Compliance Officer, including development of the position description, qualification criteria, reporting structure, and authority framework for the CCO role.

(d) Compliance-Monitoring Infrastructure. Meridian shall assist TMC in establishing compliance-monitoring infrastructure, including the evaluation, selection, and deployment of technology tools for auditing competitor contacts, monitoring pricing communications, and tracking trade-association interactions.

(e) DOJ Submissions. Meridian shall support C&H in preparing compliance-related submissions to the DOJ during NPA negotiations, including drafting and revising compliance program documentation, responding to DOJ inquiries regarding the design and implementation of the Program, and providing such other assistance as C&H may reasonably request.

3.3 Phase 3: Compliance Monitor Services (Contingent on NPA Execution)

(a) Availability as Compliance Monitor. If TMC enters into an NPA that requires the appointment of an independent compliance monitor approved by the DOJ, Meridian shall be available to serve as the independent compliance monitor, subject to DOJ approval and such additional vetting procedures as the DOJ may require.

(b) Separate Monitor Engagement Agreement. If Meridian is appointed as compliance monitor, the monitor services shall be governed by a separate monitor engagement agreement to be negotiated at that time. The scope, reporting obligations, access rights, fees, and other terms of the monitor engagement shall be as required by the terms of the NPA and applicable DOJ guidelines.

(c) Anticipated Monitor Term. Based on the current status of discussions between C&H and the DOJ, the anticipated term of any compliance monitorship is two (2) years from the date of NPA execution. Meridian acknowledges that the actual term may differ based on the final terms of the NPA.

(d) Independence Requirements. Meridian acknowledges that serving as an independent compliance monitor under any NPA would require independence from both TMC and C&H, and that the separate monitor engagement agreement would need to reflect appropriate independence safeguards, including structural separation of monitor functions from the advisory engagement described in this Engagement Letter, as required by the DOJ.

3.4 Exclusions. The scope of Meridian's engagement does not encompass, and Meridian shall not provide, the following services:

(a) Legal Advice. Meridian shall not render legal advice. All legal analysis, including interpretation of antitrust statutes, regulations, and case law, evaluation of legal risk, and provision of legal opinions, remains the exclusive responsibility of C&H and any other legal counsel retained by TMC.

(b) Document Production and Privilege Review. Meridian shall not provide services related to document production, privilege review, or compliance with grand jury subpoenas or any other compulsory process issued in connection with the Investigation.

(c) Expert Witness Services. Meridian shall not serve as an expert witness before the grand jury or in any civil or criminal litigation arising from or related to the Investigation.

4. Relationship Structure and Reporting

4.1 Retention Structure and Privilege. Meridian is retained by C&H (and not directly by TMC) in connection with C&H's provision of legal services to TMC in the Investigation. All communications between Meridian and C&H, and all work product prepared by Meridian at C&H's direction, are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent applicable under law, including under the principles established in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), and its progeny. The parties intend that Meridian's role is analogous to that of an expert retained by counsel to assist in the provision of legal services, and that all communications and work product in connection with this engagement are made in furtherance of C&H's legal representation of TMC.

4.2 Points of Contact — C&H. Meridian's primary points of contact at C&H shall be:

• Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group

• Monica Reyes, Working Associate, Antitrust & Competition Practice Group

• Aaron Liu, Lead Associate, Antitrust & Competition Practice Group (available as needed)

4.3 Points of Contact — TMC. Meridian's primary point of contact at TMC shall be Priya Anand, General Counsel. All communications between Meridian and TMC personnel shall be coordinated through C&H at all times. Meridian shall not initiate direct contact with TMC personnel without prior notification to and approval from C&H.

4.4 Restrictions on External Communications. Meridian shall not communicate directly with the DOJ, the TMC Board of Directors, or any third party regarding the substance of this engagement, the Investigation, or any related matter, without prior written authorization from C&H. This restriction extends to all oral, written, and electronic communications, including but not limited to communications with counsel for Ridgecrest, Pinnacle, Cascade, or any other party identified in connection with the Investigation.

4.5 Marking of Deliverables. All written deliverables, memoranda, reports, draft documents, emails, and other communications prepared or transmitted by Meridian in connection with this engagement shall be directed to C&H in the first instance and shall be clearly marked with the following legend:

"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL"

5. Deliverables

Meridian shall prepare and deliver the following work products in connection with Phases 1 and 2 of this engagement. All target delivery dates are subject to reasonable adjustment by mutual agreement of the parties.

The target delivery dates for the Draft and Final Program Descriptions have been established with reference to TMC's commitment to submit an enhanced compliance program proposal to the DOJ by approximately September 15, 2023. Meridian acknowledges the importance of this deadline and agrees to exercise commercially reasonable efforts to meet it. Should any circumstance arise that may affect Meridian's ability to deliver any work product by the applicable target date, Meridian shall promptly notify C&H and propose a revised timeline.

6. Fee Schedule

6.1 Hourly Rates. Meridian shall bill for services rendered in connection with this engagement at the following hourly rates:

6.2 Expenses. All fees are exclusive of reasonable out-of-pocket expenses, including but not limited to travel, lodging, meals incurred during travel, document reproduction, overnight courier charges, and technology costs directly attributable to the engagement. Expenses shall be billed at cost, without markup. Meridian shall obtain prior approval from C&H for any single expense item exceeding USD 2,500.

6.3 Invoicing and Payment. Meridian shall submit monthly invoices to C&H, in sufficient detail to identify the services rendered, the personnel who performed such services, the hours expended, and any expenses incurred. Each invoice shall include a narrative description of the work performed during the billing period. Invoices shall be payable within thirty (30) days of receipt by C&H.

6.4 Responsibility for Payment. C&H will arrange for TMC to fund payments to Meridian. C&H shall not be personally liable for Meridian's fees or expenses unless otherwise expressly agreed in a separate written agreement. In the event of a dispute regarding payment, the parties agree to work in good faith to resolve such dispute promptly.

6.5 Fee Estimate. The estimated total fees for Phase 1 and Phase 2 of this engagement are approximately USD 1,000,000 to USD 1,200,000, based on the Firm's current understanding of the scope and duration of the work required. This estimate is provided for budgeting purposes only and does not constitute a cap on fees. Actual fees will depend on the scope and complexity of the services required and the pace of NPA negotiations with the DOJ.

6.6 Phase 3 Fees. Phase 3 (compliance monitor services), if applicable, shall be subject to a separate fee arrangement to be negotiated in connection with the separate monitor engagement agreement referenced in Section 3.3 above.

7. Confidentiality

7.1 Confidentiality Obligations. Meridian shall maintain in strict confidence all information obtained in connection with this engagement, including but not limited to information regarding TMC, its operations, its personnel, its customers, its competitors, the DOJ Investigation, C&H's legal strategy and work product, and all documents, data, communications, and other materials provided by C&H or TMC to Meridian, or created by Meridian at C&H's direction, in connection with this engagement (collectively, "Confidential Information"). Meridian shall restrict access to Confidential Information to those of its personnel who have a need to know such information in connection with the performance of services under this Engagement Letter, and shall ensure that all such personnel are bound by confidentiality obligations no less protective than those set forth herein.

7.2 Exceptions. Meridian shall not disclose any Confidential Information to any third party without the prior written consent of C&H, except as may be required by applicable law, regulation, or court order. In the event that Meridian receives a subpoena, court order, or other compulsory process requiring the disclosure of Confidential Information, Meridian shall provide prompt written notice to C&H (to the extent legally permissible) and shall cooperate with C&H in seeking an appropriate protective order or other relief.

7.3 Ownership of Work Product. All documents, reports, memoranda, analyses, and other work product created by Meridian in connection with this engagement shall be the property of C&H (on behalf of TMC) and shall not be used, copied, distributed, or disclosed by Meridian for any purpose other than the performance of services under this Engagement Letter. Upon termination of the engagement, at C&H's direction, Meridian shall return to C&H or destroy all copies of Confidential Information and work product in its possession, and shall certify in writing that it has done so.

7.4 Survival. The confidentiality obligations set forth in this Section 7 shall survive the termination or expiration of this Engagement Letter and shall remain in effect indefinitely.

8. Conflicts of Interest and Independence

8.1 Conflicts Check. Meridian represents and warrants that it has conducted a thorough conflicts-of-interest check in connection with this engagement and has identified no conflicts of interest that would preclude its engagement in this matter or impair its ability to perform the services described herein.

8.2 No Relationships with Adverse Parties. Meridian represents and warrants that it has no current or prior engagement relationship, consulting relationship, or other material business relationship with any of the following entities or their respective outside counsel:

(a) Ridgecrest Minerals Inc. or its counsel, Davenport, Kline & Archer LLP;

(b) Pinnacle Earth Resources Ltd. or its counsel, Ashford Whitmore LLP;

(d) Marlowe Asset Management Peak Capital Partners LP (a significant shareholder of Ridgecrest identified in the Investigation).

8.3 No Relationships with Individual Targets. Meridian represents and warrants that it has no current or prior engagement, consulting, or professional relationship with any individual identified as a subject or target of the DOJ Investigation, including but not limited to Gavin Holt, Carl Edgerton, and Kevin Tsang.

8.4 Ongoing Duty to Disclose. Meridian agrees to notify C&H promptly in writing if any actual or potential conflict of interest arises during the course of the engagement, including any new engagement, client relationship, or personnel change that could affect Meridian's independence or create an appearance of conflict.

8.5 Independence for Monitor Role. If Meridian is subsequently appointed as independent compliance monitor under any NPA entered into by TMC, Meridian acknowledges that it must satisfy all applicable DOJ independence requirements. Such requirements may necessitate the structural separation of monitor functions from the advisory engagement described in this Engagement Letter, including but not limited to the use of separate personnel, separate billing arrangements, and separate reporting structures. Meridian agrees to cooperate fully with C&H and TMC in implementing any such structural separation as may be required.

9. Term and Termination

9.1 Term. This engagement shall commence on August 1, 2023 and shall continue until the earliest of: (a) completion of all Phase 1 and Phase 2 services described in Sections 3.1 and 3.2 herein; (b) written termination by C&H upon not less than thirty (30) days' prior written notice to Meridian; or (c) written termination by Meridian upon not less than thirty (30) days' prior written notice to C&H.

9.2 Payment Upon Termination. In the event of termination pursuant to Section 9.1(b) or 9.1(c), Meridian shall be entitled to payment for all services rendered and all expenses incurred through the effective date of termination, in accordance with the fee schedule and invoicing procedures set forth in Section 6.

9.3 Transition Assistance. In the event of termination, Meridian shall provide reasonable transition assistance to C&H, including the orderly transfer of all work product, deliverables in progress, and Confidential Information to C&H or its designee.

9.4 Surviving Obligations. Termination of this engagement shall not affect the confidentiality, privilege protection, document-return, or indemnification obligations set forth herein, all of which shall survive termination.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages. Neither party shall be liable to the other party for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this engagement, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether such party has been advised of the possibility of such damages.

10.2 Aggregate Liability Cap. Meridian's aggregate liability to C&H and TMC under this Engagement Letter, from all causes of action and under all theories of liability, shall not exceed the total fees actually paid to Meridian under this Engagement Letter as of the date of the event giving rise to such liability.

10.3 Exception. The limitations set forth in Sections 10.1 and 10.2 shall not apply to liability arising from the willful misconduct or gross negligence of Meridian or its personnel, or from Meridian's breach of its confidentiality obligations under Section 7.

11. Indemnification

11.1 Indemnification of Meridian. TMC (through C&H, acting on TMC's behalf) shall indemnify, defend, and hold harmless Meridian and its members, officers, employees, and agents from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Meridian's performance of services under this Engagement Letter, except to the extent that such claims, demands, losses, damages, liabilities, costs, or expenses are caused by or result from Meridian's own negligence, willful misconduct, or breach of this Engagement Letter.

11.2 Indemnification of C&H and TMC. Meridian shall indemnify, defend, and hold harmless C&H and TMC and their respective partners, officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Meridian's breach of its confidentiality obligations under Section 7, or (b) the negligent or wrongful performance of services by Meridian under this Engagement Letter.

12. Governing Law and Dispute Resolution

12.1 Governing Law. This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles.

12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association ("AAA") in accordance with the AAA's then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator's decision shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the circumstances warrant an alternative allocation.

13. Miscellaneous

13.1 Entire Agreement. This Engagement Letter, together with the enclosures referenced herein, constitutes the entire agreement between C&H and Meridian with respect to the engagement described herein and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof.

13.2 Amendments. No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by authorized representatives of both C&H and Meridian.

13.3 Assignment. Neither party may assign or transfer this Engagement Letter, or any rights or obligations hereunder, without the prior written consent of the other party, and any purported assignment in violation of this provision shall be void.

13.4 Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed given when delivered personally, sent by overnight courier service, or sent by email (with confirmation of receipt) to the addresses set forth below:

If to C&H:

Elaine Forsythe, Responsible Partner Antitrust & Competition Practice Group Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104

Email: eforsythe@calderwoodharkness.com

If to Meridian:

Claudia Ferraro, Engagement Lead Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036

Email: cferraro@meridiancp.com

Either party may change its address for notices by written notice to the other party in accordance with this Section 13.4.

13.5 Counterparts. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by electronic transmission (including by PDF or electronic signature) shall be deemed effective for all purposes.

13.6 Severability. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitrator, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

13.7 No Waiver. The failure of either party to enforce any provision of this Engagement Letter shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

13.8 Relationship of the Parties. Meridian is an independent contractor and is not an employee, agent, partner, or joint venturer of C&H or TMC. Nothing in this Engagement Letter shall be construed to create any agency, partnership, joint venture, or employment relationship between the parties.

14. Acceptance

Please indicate Meridian's acceptance of the terms and conditions of this engagement by signing in the space provided below and returning a fully executed copy of this Engagement Letter to the undersigned. We look forward to working with you and your team on this important matter.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Elaine Forsythe

Title: Responsible Partner, Antitrust & Competition Practice Group

Date: August 1, 2023

By: ________

Name: Howard Bellamy

Title: Billing Partner, Antitrust & Competition Practice Group

Date: August 1, 2023

ACCEPTED AND AGREED:

MERIDIAN COMPLIANCE PARTNERS LLC

By: ________

Name: Claudia Ferraro

Title: Engagement Lead

Date: ________

Enclosures:

Enclosure A: Calderwood & Harkness LLP Standard Vendor Terms and Conditions

Enclosure B: Form W-9 Request (Meridian Compliance Partners LLC)

Deliverable	Target Delivery Date
Antitrust Compliance Risk Assessment Report	Within 30 days of engagement (approximately September 1, 2023)
Enhanced Antitrust Compliance Program Description — Draft for C&H/TMC Review	Approximately August 25, 2023
Enhanced Antitrust Compliance Program Description — Final for DOJ Submission	Approximately September 10, 2023
Training Curricula and Materials — Initial Set	Approximately November 1, 2023
Compliance-Monitoring Framework Design Document	Approximately November 15, 2023
Periodic Progress Reports to C&H	Monthly during Phase 1 and Phase 2
Personnel Category	Hourly Rate (USD)
Claudia Ferraro, Engagement Lead	$650
Senior Consultants	$475
Consultants	$350
Analysts	$225

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, California 94104 Telephone: (415) 555-7200 Facsimile: (415) 555-7201 www.calderwoodharkness.com
August 1, 2023
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036
Attention: Claudia Ferraro, Engagement Lead
Re: Engagement of Meridian Compliance Partners LLC in Connection with Antitrust Compliance Program Design and Implementation — Torchlight Mining Corp. / Calderwood & Harkness Matter No. 1039-00001
Dear Ms. Ferraro:
This letter (the "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Torchlight Mining Corp. ("TMC" or the "Client"), a corporation organized under the Canada Business Corporations Act with its registered office at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary Torchlight Mining (U.S.) Inc. at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117, hereby engages Meridian Compliance Partners LLC ("Meridian" or the "Consultant") to provide antitrust compliance consulting services as more fully described herein.
1. Introduction and Purpose of Engagement
This engagement arises in connection with C&H's ongoing representation of TMC in a United States Department of Justice, Antitrust Division grand jury investigation (Grand Jury No. GJ-22-0194, United States District Court, Northern District of California, San Francisco Division) (the "Investigation") into suspected price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, with a particular focus on commercial markets for high-purity feldspar, industrial talc, and rare-earth concentrates (collectively, the "Subject Products"). The Investigation was formally opened by the DOJ Antitrust Division on February 10, 2022. TMC received a target letter from the DOJ on May 20, 2022, identifying TMC as a target of the Investigation.
The Firm engages Meridian in anticipation that TMC may enter into a non-prosecution agreement ("NPA") or other resolution with the DOJ that will require the design, implementation, and maintenance of an enhanced antitrust compliance program meeting the standards set forth in the DOJ Antitrust Division's Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations (July 2019, as updated), and that Meridian's services are intended to support TMC's remediation efforts and cooperation posture in ongoing negotiations with the DOJ. Meridian's expertise in antitrust compliance program design, as reflected in its prior engagements in DOJ matters and its familiarity with the requirements of the Antitrust Division's corporate enforcement framework, makes it well suited to assist TMC and C&H in this regard.
The effective date of this engagement shall be August 1, 2023.
2. Background
The following background is provided to ensure that Meridian has a clear understanding of the factual and procedural context of this engagement. All information set forth below is confidential and is provided under the protections discussed in Section 4 (Relationship Structure and Reporting) and Section 7 (Confidentiality) of this Engagement Letter.
2.1 The DOJ Investigation. The DOJ Antitrust Division is investigating an alleged conspiracy among commercial personnel at TMC, Ridgecrest Minerals Inc. ("Ridgecrest"), a Delaware corporation headquartered in Denver, Colorado, and Pinnacle Earth Resources Ltd. ("Pinnacle"), an Ontario corporation with its principal U.S. operations conducted in Salt Lake City, Utah, to fix prices, allocate customers, and rig bids for specialty minerals sold to U.S. industrial and chemical-manufacturing customers during the period approximately January 2017 through August 2021 (the "Relevant Period"). The alleged conduct spans multiple product lines within the Subject Products category, with the most significant alleged activity occurring in the high-purity feldspar and industrial talc markets.
2.2 The Cooperating Party. The Investigation was precipitated by the cooperation of Cascade Chemical Supply Co. ("Cascade"), a Washington state corporation headquartered in Spokane, Washington, which entered into a cooperation agreement with the DOJ in approximately September 2021. It is understood that Cascade, a significant purchaser of Subject Products during the Relevant Period, provided the DOJ with documentary evidence and witness testimony regarding the alleged conspiracy.
2.3 Deficiencies in TMC's Existing Compliance Program. TMC's existing antitrust compliance program was originally adopted in approximately 2014. Through C&H's internal investigation on behalf of TMC, that program has been identified as inadequate in several material respects, including the following: (a) no annual antitrust compliance training was conducted for any TMC personnel from approximately 2018 through the present; (b) no policies or procedures were in place for the monitoring of trade-association interactions, including interactions at meetings and conferences of the North American Specialty Minerals Council ("NASMC"); and (c) no audit or monitoring procedures existed for competitor contacts, including the use of encrypted messaging applications such as the VaultChat platform that has been identified in the Investigation as a medium through which certain alleged conspiratorial communications occurred.
2.4 C&H's Internal Investigation. C&H has conducted a comprehensive internal investigation on behalf of TMC, encompassing the review of approximately 555,000 documents (including electronic communications, pricing records, trade-association files, and personal-device communications) and formal interviews of twenty-three (23) current and former TMC employees. The findings and recommendations of C&H's internal investigation were presented to the TMC Board of Directors on January 20, 2023. The Board authorized C&H to proceed with remediation efforts and to engage qualified compliance consultants.
2.5 Cooperation and Remediation Timeline. C&H submitted a cooperation proffer to the DOJ on February 15, 2023, outlining TMC's findings, its remediation efforts to date, and its commitment to implementing an enhanced antitrust compliance program meeting DOJ standards. TMC intends to submit a detailed enhanced compliance program proposal to the DOJ by approximately September 15, 2023, in furtherance of NPA negotiations. The engagement of Meridian is a critical component of TMC's ability to meet this submission deadline and to demonstrate the credibility and rigor of its compliance remediation to the DOJ.
3. Scope of Services
Meridian shall provide the following consulting services in connection with this engagement, organized into phases as described below.
3.1 Phase 1: Assessment and Program Design (August – September 2023)
During Phase 1, Meridian shall undertake the following activities:
(a) Antitrust Compliance Risk Assessment. Meridian shall conduct a comprehensive antitrust compliance risk assessment of TMC's global operations, with particular focus on the U.S. Specialty Minerals Division, which reported fiscal year 2021 revenue of approximately USD 687 million, representing approximately twenty percent (20%) of TMC's consolidated revenue. The risk assessment shall encompass all business units, geographic regions, product lines, and customer segments relevant to TMC's commercial activities in the specialty-minerals sector.
(b) Evaluation of Existing Compliance Policy. Meridian shall review and evaluate TMC's existing antitrust compliance policy (adopted in approximately 2014, as described in Section 2.3 above) and identify all deficiencies therein in light of current DOJ expectations, industry best practices, and the specific compliance failures identified in C&H's internal investigation.
(c) Design of Enhanced Antitrust Compliance Program. Meridian shall design an Enhanced Antitrust Compliance Program (the "Program") addressing, at a minimum, each of the following elements:
(i) Mandatory Annual Antitrust Training. Design and implementation of mandatory annual antitrust compliance training for all commercial, sales, pricing, and executive personnel globally, including tailored training modules for personnel in the U.S. Specialty Minerals Division and for personnel who interact with competitors or participate in trade-association events.
(ii) Chief Compliance Officer. Appointment of an independent Chief Compliance Officer ("CCO") with a direct reporting line to the TMC Board of Directors (or a designated committee thereof), with clearly defined authority, resources, and independence from line management.
(iii) Competitor-Contact Protocols. Development of comprehensive protocols governing all interactions with competitors, including but not limited to interactions at trade-association events, industry conferences, and social gatherings, with specific attention to the NASMC quarterly conferences and similar industry gatherings identified in the Investigation.
(iv) Trade-Association Interaction Guidelines. Establishment of trade-association interaction guidelines, including pre-approval requirements for participation in trade-association meetings and events, mandatory attendance of antitrust counsel at identified high-risk events, and post-event reporting obligations for all participating personnel.
(v) Annual Compliance Certifications. Implementation of annual compliance certifications to be executed by the Chief Executive Officer (currently Søren Dalmqvist) and the General Counsel (currently Priya Anand), as well as by all senior commercial and sales personnel, confirming compliance with antitrust laws and the Program during the prior year.
(vi) Hotline/Whistleblower Procedures. Establishment of confidential hotline and whistleblower procedures for reporting potential antitrust violations, with appropriate protections against retaliation, and with reporting mechanisms accessible to all TMC personnel globally.
(vii) Pricing Communication Monitoring. Design of protocols for the ongoing monitoring and auditing of pricing communications and pricing decisions, including automated review tools where feasible, to detect anomalous pricing patterns or unauthorized competitor contacts.
(viii) Encrypted Messaging and Personal-Device Policies. Development of policies and procedures governing the use of encrypted messaging applications (including, specifically, VaultChat and similar platforms identified in the Investigation) and personal electronic devices for business-related communications, with appropriate preservation and monitoring requirements.
(ix) Periodic Compliance Auditing and Testing. Design of periodic compliance auditing and testing procedures to evaluate the effectiveness of the Program on an ongoing basis, including the scope, frequency, and methodology of such audits and tests.
(d) Program Description for DOJ Submission. Meridian shall prepare a written Program Description suitable for submission to the DOJ as part of NPA negotiations. The Program Description shall be drafted in a format suitable for attachment as an appendix to any future NPA, and shall be of sufficient detail and rigor to demonstrate to the DOJ that the Program meets or exceeds the standards set forth in the DOJ Antitrust Division's compliance evaluation guidance.
3.2 Phase 2: Implementation Support (October 2023 – NPA Execution)
During Phase 2, Meridian shall undertake the following activities in support of the implementation of the Program:
(a) Organizational Implementation. Meridian shall assist TMC management in implementing the Program across TMC's organizational structure, including the U.S. Specialty Minerals Division, TMC's fourteen (14) mines located across Canada, the United States, Brazil, and Australia, and TMC's six (6) downstream chemical-processing facilities.
(b) Training Curricula and Materials. Meridian shall develop training curricula and materials for mandatory annual antitrust compliance training, including in-person and online training modules, written training materials, and assessment instruments. Training materials shall be designed for adaptation to the specific risk profiles and operational contexts of TMC's various business units and geographic regions.
(c) Chief Compliance Officer Selection. Meridian shall advise TMC and C&H on the selection and appointment of the Chief Compliance Officer, including development of the position description, qualification criteria, reporting structure, and authority framework for the CCO role.
(d) Compliance-Monitoring Infrastructure. Meridian shall assist TMC in establishing compliance-monitoring infrastructure, including the evaluation, selection, and deployment of technology tools for auditing competitor contacts, monitoring pricing communications, and tracking trade-association interactions.
(e) DOJ Submissions. Meridian shall support C&H in preparing compliance-related submissions to the DOJ during NPA negotiations, including drafting and revising compliance program documentation, responding to DOJ inquiries regarding the design and implementation of the Program, and providing such other assistance as C&H may reasonably request.
3.3 Phase 3: Compliance Monitor Services (Contingent on NPA Execution)
(a) Availability as Compliance Monitor. If TMC enters into an NPA that requires the appointment of an independent compliance monitor approved by the DOJ, Meridian shall be available to serve as the independent compliance monitor, subject to DOJ approval and such additional vetting procedures as the DOJ may require.
(b) Separate Monitor Engagement Agreement. If Meridian is appointed as compliance monitor, the monitor services shall be governed by a separate monitor engagement agreement to be negotiated at that time. The scope, reporting obligations, access rights, fees, and other terms of the monitor engagement shall be as required by the terms of the NPA and applicable DOJ guidelines.
(c) Anticipated Monitor Term. Based on the current status of discussions between C&H and the DOJ, the anticipated term of any compliance monitorship is two (2) years from the date of NPA execution. Meridian acknowledges that the actual term may differ based on the final terms of the NPA.
(d) Independence Requirements. Meridian acknowledges that serving as an independent compliance monitor under any NPA would require independence from both TMC and C&H, and that the separate monitor engagement agreement would need to reflect appropriate independence safeguards, including structural separation of monitor functions from the advisory engagement described in this Engagement Letter, as required by the DOJ.
3.4 Exclusions.  The scope of Meridian's engagement does not encompass, and Meridian shall not provide, the following services:
(a) Legal Advice. Meridian shall not render legal advice. All legal analysis, including interpretation of antitrust statutes, regulations, and case law, evaluation of legal risk, and provision of legal opinions, remains the exclusive responsibility of C&H and any other legal counsel retained by TMC.
(b) Document Production and Privilege Review. Meridian shall not provide services related to document production, privilege review, or compliance with grand jury subpoenas or any other compulsory process issued in connection with the Investigation.
(c) Expert Witness Services. Meridian shall not serve as an expert witness before the grand jury or in any civil or criminal litigation arising from or related to the Investigation.
4. Relationship Structure and Reporting
4.1 Retention Structure and Privilege. Meridian is retained by C&H (and not directly by TMC) in connection with C&H's provision of legal services to TMC in the Investigation. All communications between Meridian and C&H, and all work product prepared by Meridian at C&H's direction, are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent applicable under law, including under the principles established in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), and its progeny. The parties intend that Meridian's role is analogous to that of an expert retained by counsel to assist in the provision of legal services, and that all communications and work product in connection with this engagement are made in furtherance of C&H's legal representation of TMC.
4.2 Points of Contact — C&H. Meridian's primary points of contact at C&H shall be:
•  Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group
•  Monica Reyes, Working Associate, Antitrust & Competition Practice Group
•  Aaron Liu, Lead Associate, Antitrust & Competition Practice Group (available as needed)
4.3 Points of Contact — TMC. Meridian's primary point of contact at TMC shall be Priya Anand, General Counsel. All communications between Meridian and TMC personnel shall be coordinated through C&H at all times. Meridian shall not initiate direct contact with TMC personnel without prior notification to and approval from C&H.
4.4 Restrictions on External Communications. Meridian shall not communicate directly with the DOJ, the TMC Board of Directors, or any third party regarding the substance of this engagement, the Investigation, or any related matter, without prior written authorization from C&H. This restriction extends to all oral, written, and electronic communications, including but not limited to communications with counsel for Ridgecrest, Pinnacle, Cascade, or any other party identified in connection with the Investigation.
4.5 Marking of Deliverables. All written deliverables, memoranda, reports, draft documents, emails, and other communications prepared or transmitted by Meridian in connection with this engagement shall be directed to C&H in the first instance and shall be clearly marked with the following legend:
"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL"
5. Deliverables
Meridian shall prepare and deliver the following work products in connection with Phases 1 and 2 of this engagement. All target delivery dates are subject to reasonable adjustment by mutual agreement of the parties.
The target delivery dates for the Draft and Final Program Descriptions have been established with reference to TMC's commitment to submit an enhanced compliance program proposal to the DOJ by approximately September 15, 2023. Meridian acknowledges the importance of this deadline and agrees to exercise commercially reasonable efforts to meet it. Should any circumstance arise that may affect Meridian's ability to deliver any work product by the applicable target date, Meridian shall promptly notify C&H and propose a revised timeline.
6. Fee Schedule
6.1 Hourly Rates. Meridian shall bill for services rendered in connection with this engagement at the following hourly rates:
6.2 Expenses. All fees are exclusive of reasonable out-of-pocket expenses, including but not limited to travel, lodging, meals incurred during travel, document reproduction, overnight courier charges, and technology costs directly attributable to the engagement. Expenses shall be billed at cost, without markup. Meridian shall obtain prior approval from C&H for any single expense item exceeding USD 2,500.
6.3 Invoicing and Payment. Meridian shall submit monthly invoices to C&H, in sufficient detail to identify the services rendered, the personnel who performed such services, the hours expended, and any expenses incurred. Each invoice shall include a narrative description of the work performed during the billing period. Invoices shall be payable within thirty (30) days of receipt by C&H.
6.4 Responsibility for Payment. C&H will arrange for TMC to fund payments to Meridian. C&H shall not be personally liable for Meridian's fees or expenses unless otherwise expressly agreed in a separate written agreement. In the event of a dispute regarding payment, the parties agree to work in good faith to resolve such dispute promptly.
6.5 Fee Estimate. The estimated total fees for Phase 1 and Phase 2 of this engagement are approximately USD 1,000,000 to USD 1,200,000, based on the Firm's current understanding of the scope and duration of the work required. This estimate is provided for budgeting purposes only and does not constitute a cap on fees. Actual fees will depend on the scope and complexity of the services required and the pace of NPA negotiations with the DOJ.
6.6 Phase 3 Fees. Phase 3 (compliance monitor services), if applicable, shall be subject to a separate fee arrangement to be negotiated in connection with the separate monitor engagement agreement referenced in Section 3.3 above.
7. Confidentiality
7.1 Confidentiality Obligations. Meridian shall maintain in strict confidence all information obtained in connection with this engagement, including but not limited to information regarding TMC, its operations, its personnel, its customers, its competitors, the DOJ Investigation, C&H's legal strategy and work product, and all documents, data, communications, and other materials provided by C&H or TMC to Meridian, or created by Meridian at C&H's direction, in connection with this engagement (collectively, "Confidential Information"). Meridian shall restrict access to Confidential Information to those of its personnel who have a need to know such information in connection with the performance of services under this Engagement Letter, and shall ensure that all such personnel are bound by confidentiality obligations no less protective than those set forth herein.
7.2 Exceptions. Meridian shall not disclose any Confidential Information to any third party without the prior written consent of C&H, except as may be required by applicable law, regulation, or court order. In the event that Meridian receives a subpoena, court order, or other compulsory process requiring the disclosure of Confidential Information, Meridian shall provide prompt written notice to C&H (to the extent legally permissible) and shall cooperate with C&H in seeking an appropriate protective order or other relief.
7.3 Ownership of Work Product. All documents, reports, memoranda, analyses, and other work product created by Meridian in connection with this engagement shall be the property of C&H (on behalf of TMC) and shall not be used, copied, distributed, or disclosed by Meridian for any purpose other than the performance of services under this Engagement Letter. Upon termination of the engagement, at C&H's direction, Meridian shall return to C&H or destroy all copies of Confidential Information and work product in its possession, and shall certify in writing that it has done so.
7.4 Survival. The confidentiality obligations set forth in this Section 7 shall survive the termination or expiration of this Engagement Letter and shall remain in effect indefinitely.
8. Conflicts of Interest and Independence
8.1 Conflicts Check. Meridian represents and warrants that it has conducted a thorough conflicts-of-interest check in connection with this engagement and has identified no conflicts of interest that would preclude its engagement in this matter or impair its ability to perform the services described herein.
8.2 No Relationships with Adverse Parties. Meridian represents and warrants that it has no current or prior engagement relationship, consulting relationship, or other material business relationship with any of the following entities or their respective outside counsel:
(a) Ridgecrest Minerals Inc. or its counsel, Davenport, Kline & Archer LLP;
(b) Pinnacle Earth Resources Ltd. or its counsel, Ashford Whitmore LLP;
(c) Cascade Chemical Supply Co. or its counsel, Whitfield, Strauss & Tully LLP; or
(d) Marlowe Asset Management Peak Capital Partners LP (a significant shareholder of Ridgecrest identified in the Investigation).
8.3 No Relationships with Individual Targets. Meridian represents and warrants that it has no current or prior engagement, consulting, or professional relationship with any individual identified as a subject or target of the DOJ Investigation, including but not limited to Gavin Holt, Carl Edgerton, and Kevin Tsang.
8.4 Ongoing Duty to Disclose. Meridian agrees to notify C&H promptly in writing if any actual or potential conflict of interest arises during the course of the engagement, including any new engagement, client relationship, or personnel change that could affect Meridian's independence or create an appearance of conflict.
8.5 Independence for Monitor Role. If Meridian is subsequently appointed as independent compliance monitor under any NPA entered into by TMC, Meridian acknowledges that it must satisfy all applicable DOJ independence requirements. Such requirements may necessitate the structural separation of monitor functions from the advisory engagement described in this Engagement Letter, including but not limited to the use of separate personnel, separate billing arrangements, and separate reporting structures. Meridian agrees to cooperate fully with C&H and TMC in implementing any such structural separation as may be required.
9. Term and Termination
9.1 Term. This engagement shall commence on August 1, 2023 and shall continue until the earliest of: (a) completion of all Phase 1 and Phase 2 services described in Sections 3.1 and 3.2 herein; (b) written termination by C&H upon not less than thirty (30) days' prior written notice to Meridian; or (c) written termination by Meridian upon not less than thirty (30) days' prior written notice to C&H.
9.2 Payment Upon Termination. In the event of termination pursuant to Section 9.1(b) or 9.1(c), Meridian shall be entitled to payment for all services rendered and all expenses incurred through the effective date of termination, in accordance with the fee schedule and invoicing procedures set forth in Section 6.
9.3 Transition Assistance. In the event of termination, Meridian shall provide reasonable transition assistance to C&H, including the orderly transfer of all work product, deliverables in progress, and Confidential Information to C&H or its designee.
9.4 Surviving Obligations. Termination of this engagement shall not affect the confidentiality, privilege protection, document-return, or indemnification obligations set forth herein, all of which shall survive termination.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages. Neither party shall be liable to the other party for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this engagement, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether such party has been advised of the possibility of such damages.
10.2 Aggregate Liability Cap. Meridian's aggregate liability to C&H and TMC under this Engagement Letter, from all causes of action and under all theories of liability, shall not exceed the total fees actually paid to Meridian under this Engagement Letter as of the date of the event giving rise to such liability.
10.3 Exception. The limitations set forth in Sections 10.1 and 10.2 shall not apply to liability arising from the willful misconduct or gross negligence of Meridian or its personnel, or from Meridian's breach of its confidentiality obligations under Section 7.
11. Indemnification
11.1 Indemnification of Meridian. TMC (through C&H, acting on TMC's behalf) shall indemnify, defend, and hold harmless Meridian and its members, officers, employees, and agents from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Meridian's performance of services under this Engagement Letter, except to the extent that such claims, demands, losses, damages, liabilities, costs, or expenses are caused by or result from Meridian's own negligence, willful misconduct, or breach of this Engagement Letter.
11.2 Indemnification of C&H and TMC. Meridian shall indemnify, defend, and hold harmless C&H and TMC and their respective partners, officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Meridian's breach of its confidentiality obligations under Section 7, or (b) the negligent or wrongful performance of services by Meridian under this Engagement Letter.
12. Governing Law and Dispute Resolution
12.1 Governing Law. This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles.
12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association ("AAA") in accordance with the AAA's then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator's decision shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the circumstances warrant an alternative allocation.
13. Miscellaneous
13.1 Entire Agreement. This Engagement Letter, together with the enclosures referenced herein, constitutes the entire agreement between C&H and Meridian with respect to the engagement described herein and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof.
13.2 Amendments. No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by authorized representatives of both C&H and Meridian.
13.3 Assignment. Neither party may assign or transfer this Engagement Letter, or any rights or obligations hereunder, without the prior written consent of the other party, and any purported assignment in violation of this provision shall be void.
13.4 Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed given when delivered personally, sent by overnight courier service, or sent by email (with confirmation of receipt) to the addresses set forth below:
If to C&H:
Elaine Forsythe, Responsible Partner Antitrust & Competition Practice Group Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104
Email: eforsythe@calderwoodharkness.com
If to Meridian:
Claudia Ferraro, Engagement Lead Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036
Email: cferraro@meridiancp.com
Either party may change its address for notices by written notice to the other party in accordance with this Section 13.4.
13.5 Counterparts. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by electronic transmission (including by PDF or electronic signature) shall be deemed effective for all purposes.
13.6 Severability. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitrator, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
13.7 No Waiver. The failure of either party to enforce any provision of this Engagement Letter shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.
13.8 Relationship of the Parties. Meridian is an independent contractor and is not an employee, agent, partner, or joint venturer of C&H or TMC. Nothing in this Engagement Letter shall be construed to create any agency, partnership, joint venture, or employment relationship between the parties.
14. Acceptance
Please indicate Meridian's acceptance of the terms and conditions of this engagement by signing in the space provided below and returning a fully executed copy of this Engagement Letter to the undersigned. We look forward to working with you and your team on this important matter.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Elaine Forsythe
Title: Responsible Partner, Antitrust & Competition Practice Group
Date: August 1, 2023
By: ________
Name: Howard Bellamy
Title: Billing Partner, Antitrust & Competition Practice Group
Date: August 1, 2023
ACCEPTED AND AGREED:
MERIDIAN COMPLIANCE PARTNERS LLC
By: ________
Name: Claudia Ferraro
Title: Engagement Lead
Date: ________
Enclosures:
Enclosure A: Calderwood & Harkness LLP Standard Vendor Terms and Conditions
Enclosure B: Form W-9 Request (Meridian Compliance Partners LLC)
Deliverable | Target Delivery Date
Antitrust Compliance Risk Assessment Report | Within 30 days of engagement (approximately September 1, 2023)
Enhanced Antitrust Compliance Program Description — Draft for C&H/TMC Review | Approximately August 25, 2023
Enhanced Antitrust Compliance Program Description — Final for DOJ Submission | Approximately September 10, 2023
Training Curricula and Materials — Initial Set | Approximately November 1, 2023
Compliance-Monitoring Framework Design Document | Approximately November 15, 2023
Periodic Progress Reports to C&H | Monthly during Phase 1 and Phase 2
Personnel Category | Hourly Rate (USD)
Claudia Ferraro, Engagement Lead | $650
Senior Consultants | $475
Consultants | $350
Analysts | $225

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

MERIDIAN COMPLIANCE PARTNERS LLC

Record

Parties

Dates

Amounts