1039-00003 · Torchlight Mining Corp · Engagement & Administration

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CO-COUNSEL COORDINATION AGREEMENT

Dated as of November 1, 2024

among

CALDERWOOD & HARKNESS LLP a New York limited liability partnership ("C&H" or "Lead Counsel") One Liberty Plaza, 165 Broadway, New York, New York 10006

HOLCROFT, DANE & WEISS LLP a Montana limited liability partnership ("HDW") 45 North Last Chance Gulch, Suite 600, Helena, Montana 59601

SAGEBRUSH LAW GROUP, PLLC a Nevada professional limited liability company ("Sagebrush") 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169

BAXTER, TULLY & CRANE PLLC a West Virginia professional limited liability company ("BTC") 500 Lee Street East, Suite 1100, Charleston, West Virginia 25301

Re: Representation of Torchlight Mining Corp. and its U.S. Subsidiaries in Connection with Multi-Site EPA Enforcement Action and Consent-Decree Negotiation

Calderwood & Harkness LLP Matter No. 1039-00003

Civil Action No. 9:24-cv-00087-DWM United States of America and State of Montana v. Torchlight Mining Corp. et al. U.S. District Court for the District of Montana, Missoula Division

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RECITALS

A. The Client. Torchlight Mining Corp. ("TMC") is a corporation incorporated under the Canada Business Corporations Act, with its principal U.S. offices located at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601. TMC is the sole parent company of the following wholly-owned U.S. subsidiaries: (i) Torchlight Mining (U.S.) Inc., a corporation organized under the laws of the State of Delaware; (ii) Torchlight Specialty Chemicals, Inc., a corporation organized under the laws of the State of Delaware; (iii) Ridgecrest Mine Holdings, LLC, a limited liability company organized under the laws of the State of Montana; and (iv) Bonanza Creek Mining, LLC, a limited liability company organized under the laws of the State of Nevada. TMC and its U.S. subsidiaries are referred to collectively in this Agreement as the "Client" or the "Torchlight Entities."

B. The Matter. The Client is the subject of a multi-site environmental enforcement action brought by the United States of America, acting through the U.S. Environmental Protection Agency ("EPA") and the U.S. Department of Justice ("DOJ"), Environment and Natural Resources Division ("ENRD"), together with the following state co-plaintiffs: (i) the State of Montana, acting through the Montana Department of Environmental Quality ("MT DEQ") and the Office of the Montana Attorney General; (ii) the State of Nevada, acting through the Nevada Division of Environmental Protection ("NV DEP") and the Office of the Nevada Attorney General; and (iii) the State of West Virginia, acting through the West Virginia Department of Environmental Protection ("WV DEP") and the Office of the West Virginia Attorney General (collectively, the "Government Parties"). The enforcement action involves alleged violations of the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. (the "Clean Water Act" or "CWA"), the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. ("RCRA"), and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. ("CERCLA"), at four separate facilities operated by the Torchlight Entities across three states. The Government Parties filed their Complaint on January 18, 2024, as Civil Action No. 9:24-cv-00087-DWM, before the Honorable Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division (the "Court"). The enforcement action, the consent-decree negotiation, and all ancillary regulatory, administrative, and transactional proceedings related thereto are collectively referred to herein as the "Matter."

C. The Four Sites. The Matter involves the following four facilities (collectively, the "Sites"):

1. Ridgecrest Copper-Molybdenum Mine — 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (EPA Region 8). The Ridgecrest Mine is an active open-pit copper-molybdenum mining operation owned and operated by Ridgecrest Mine Holdings, LLC. The Government Parties allege CWA and CERCLA violations at this Site arising from acid mine drainage discharge into Flint Creek and associated tributaries, and legacy tailings impoundment failures.

2. Gallatin Chemical Works — 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714 (EPA Region 8). The Gallatin Chemical Works is a specialty chemical manufacturing facility owned and operated by Torchlight Specialty Chemicals, Inc. The Government Parties allege CWA and RCRA violations at this Site, including unpermitted stormwater discharges and improper storage of hazardous waste.

3. Bonanza Creek Gold Mine — County Road 447, Mile Marker 12, Lander County, Nevada 89820 (EPA Region 9). The Bonanza Creek Gold Mine is a heap-leach gold mining operation owned and operated by Bonanza Creek Mining, LLC. The Government Parties allege CWA, RCRA, and CERCLA violations at this Site, including cyanide solution releases from the heap-leach pad and inadequate containment.

4. Kanawha Bend Chemical Plant — 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112 (EPA Region 3). The Kanawha Bend Chemical Plant is a chemical processing and storage facility owned and operated by Torchlight Specialty Chemicals, Inc. The Government Parties allege RCRA and CWA violations at this Site, including improper treatment, storage, and disposal of hazardous waste and unpermitted wastewater discharges into the Kanawha River.

D. Engagement of Lead Counsel. TMC engaged Calderwood & Harkness LLP as lead outside counsel effective October 21, 2024, pursuant to an engagement letter of that date (the "C&H Engagement Letter"), to represent the Torchlight Entities in all aspects of the Matter, including but not limited to: the consent-decree negotiation with the Government Parties; remediation-schedule drafting; supplemental environmental project ("SEP") agreement negotiation and documentation; financial-assurance structuring (including surety bond and remediation trust fund arrangements); all federal court proceedings in the Court; and the lodging, public comment, and entry of the consent decree (the "Consent Decree").

E. Need for Local Counsel. Due to the multi-jurisdictional nature of the Matter, which involves regulatory agencies, courts, and environmental permitting processes in the States of Montana, Nevada, and West Virginia, TMC requires local counsel admitted to practice and experienced in environmental law in each of these jurisdictions to supplement the representation provided by C&H. Accordingly, the Client has separately retained the following firms as local counsel:

(i) Holcroft, Dane & Weiss LLP ("HDW"), a Montana limited liability partnership, serves as local counsel for Montana matters, including state regulatory and permitting issues relating to the Ridgecrest Copper-Molybdenum Mine and the Gallatin Chemical Works;

(ii) sagebrush Law Group, PLLC ("Sagebrush"), a Nevada professional limited liability company, serves as local counsel for Nevada matters, including state regulatory and permitting issues relating to the Bonanza Creek Gold Mine; and

(iii) Baxter, Tully & Crane PLLC ("BTC"), a West Virginia professional limited liability company, serves as local counsel for West Virginia matters, including state regulatory and permitting issues relating to the Kanawha Bend Chemical Plant.

F. Purpose of Agreement. The parties enter into this Co-Counsel Coordination Agreement (this "Agreement") to establish clear protocols governing the coordination of the multi-firm representation of the Client in the Matter. This Agreement addresses, among other things, the designation of lead counsel; the allocation of roles and responsibilities among the firms; communication and coordination protocols; information sharing and document management; privilege preservation; billing arrangements and fee coordination; work allocation and avoidance of duplication; ethical obligations; and dispute resolution. The overarching purpose of this Agreement is to ensure that the Client receives efficient, unified, and high-quality legal representation across all jurisdictions implicated by the Matter.

G. Client Consent. TMC, through its General Counsel, Miriam Soo-Hwan Park, has reviewed and consented to this coordination arrangement. TMC has authorized C&H to serve as Lead Counsel with authority to coordinate the efforts of all co-counsel firms as set forth in this Agreement. Such authorization is evidenced by the Client Acknowledgment and Consent set forth at the end of this Agreement, and is consistent with the terms of each firm's separate engagement letter with TMC.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Agreement" means this Co-Counsel Coordination Agreement, including all Exhibits attached hereto, as the same may be amended from time to time in accordance with Section 12.2.

1.2 "Client" means Torchlight Mining Corp. and its wholly-owned U.S. subsidiaries, namely Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC, collectively.

1.3 "Consent Decree" means the proposed consent decree to be negotiated, lodged, and entered in Civil Action No. 9:24-cv-00087-DWM, United States of America and State of Montana v. Torchlight Mining Corp. et al., in the United States District Court for the District of Montana, Missoula Division, including all appendices, attachments, exhibits, and ancillary instruments incorporated therein or executed in connection therewith.

1.4 "Co-Counsel" means HDW, sagebrush, and BTC, individually or collectively as the context requires.

1.5 "Effective Date" means November 1, 2024.

1.6 "Government Parties" means the United States of America, acting through the EPA and DOJ ENRD, together with the State of Montana (acting through MT DEQ and the Office of the Montana Attorney General), the State of Nevada (acting through NV DEP and the Office of the Nevada Attorney General), and the State of West Virginia (acting through WV DEP and the Office of the West Virginia Attorney General), individually or collectively as the context requires.

1.7 "Lead Counsel" means Calderwood & Harkness LLP.

1.8 "Matter" means the multi-site EPA compliance and consent-decree negotiation, including Civil Action No. 9:24-cv-00087-DWM, and all ancillary regulatory, administrative, transactional, and judicial proceedings related thereto, whether federal or state, arising from or connected with the enforcement action described in Recital B.

1.9 "Matter Number" means C&H Matter No. 1039-00003.

1.10 "Privileged Materials" means all communications, memoranda, analyses, draft documents, attorney notes, legal opinions, work product, and other materials that are subject to the attorney-client privilege, the work-product doctrine (Fed. R. Civ. P. 26(b)(3)), or the common-interest privilege, whether generated by Lead Counsel, any Co-Counsel, the Client, or any agent or consultant of the foregoing in connection with the Matter.

1.11 "Sites" means the Ridgecrest Copper-Molybdenum Mine, the Gallatin Chemical Works, the Bonanza Creek Gold Mine, and the Kanawha Bend Chemical Plant, individually or collectively as the context requires.

ARTICLE II — DESIGNATION OF LEAD COUNSEL AND SCOPE OF AUTHORITY

2.1 Lead Counsel Designation. Calderwood & Harkness LLP is hereby designated as Lead Counsel for the Matter with overall strategic and tactical authority for the representation of the Client in all aspects of the consent-decree negotiation, federal court proceedings, and cross-jurisdictional matters arising from or relating to the Matter. The designation of C&H as Lead Counsel reflects the Client's authorization as set forth in Recital G and the C&H Engagement Letter. The following C&H attorneys shall serve as the primary personnel for the Matter:

(a) Harrison Wexford — Responsible Partner. Mr. Wexford shall have primary supervisory and client-relationship responsibility for the Matter and shall serve as the senior point of contact for all strategic decisions.

(b) Beatrice Holloway — Billing Partner. Ms. Holloway shall be responsible for billing administration, fee-cap monitoring, and financial reporting to the Client.

(c) Elliot Nguyen — Lead Associate. Mr. Nguyen shall serve as the day-to-day coordinator for the Matter and the primary point of contact for Co-Counsel on operational and substantive matters.

(d) Grace Nakamura — Working Associate. Ms. Nakamura shall support Mr. Nguyen in drafting, research, and analysis and shall serve as a secondary point of contact for Co-Counsel.

C&H may, from time to time, assign additional attorneys, paralegals, or other professional staff to the Matter as warranted by workload and case developments. C&H shall notify Co-Counsel and the Client of any material changes to its Matter staffing.

2.2 Scope of Lead Counsel Authority. Lead Counsel's authority shall encompass the following:

(a) Overall Strategy. Formulation, refinement, and implementation of the overall strategy for the consent-decree negotiations with DOJ (Philip Orenstein, Trial Attorney, ENRD; Katherine Rowe-Halpern, Senior Counsel, ENRD) and EPA (Margaret Coulson, Director, Office of Civil Enforcement, Office of Enforcement and Compliance Assurance ("OECA")), and for the Client's overall posture with respect to the Government Parties.

(b) Consent Decree Drafting. Primary responsibility for drafting, reviewing, negotiating, and finalizing all provisions of the Consent Decree, all appendices thereto (including remediation work plans, remediation schedules, SEP agreements, financial-assurance provisions, reporting requirements, stipulated penalty provisions, force majeure clauses, and dispute resolution procedures), and all ancillary federal instruments relating to the Consent Decree.

(c) Federal Court Filings. Preparation, review, and filing of all pleadings, motions, briefs, responses, and other documents in the United States District Court for the District of Montana, Missoula Division, in connection with Civil Action No. 9:24-cv-00087-DWM, including the lodging of the Consent Decree, the motion for entry, and any responsive briefing.

(d) Client Coordination. Primary point of contact for coordination and communication with the Client's management and decision-makers, including:

(i) Douglas K. Prennell, Chief Executive Officer, TMC;

(ii) Miriam Soo-Hwan Park, General Counsel, TMC;

(iii) Gareth Linford, Vice President, Environment, Health & Safety, TMC; and

(iv) Carolyn Bracebridge, Chief Financial Officer, TMC.

(e) Coordination with Client Advisors. Primary point of coordination with the Client's other professional advisors, including but not limited to:

(i) Pinnacle Creek Environmental, LLC, environmental remediation consultant (lead contact: Dr. Astrid Bergmann, P.E., Principal);

(ii) Northspire Capital Markets, Inc., financial advisor (lead contact: Vivian Okafor, Managing Director);

(iii) Ridgeline Accounting Partners LLP, auditor (lead contact: Frances Whitmore, CPA, CA, Audit Partner);

(iv) Ironbark Surety of America, Inc., surety bond provider (lead contact: Thomas Rennick, Senior Vice President, Environmental Surety);

(v) Larchfield Trust Company, N.A., trustee for remediation trust fund (lead contact: David Henshaw, Senior Vice President, Environmental Trust Services);

(vi) Meridian Environmental Insurance Company, pollution legal liability insurer (lead contact: Sheila Grantham, Vice President, Environmental Claims); and

(vii) Clearwater Mutual Services, Inc., directors' and officers' liability insurer (lead contact: Brendan Forsythe, Claims Manager).

(f) Government Communications. All communications with the Government Parties on federal matters, cross-jurisdictional matters, or matters of overall case strategy, including but not limited to direct negotiations with DOJ, EPA OECA, EPA Regional offices, and state counsel on any matter that could affect the terms, scope, or enforceability of the Consent Decree.

(g) Approval of Co-Counsel Positions. Review and approval of all substantive positions to be taken by Co-Counsel in state-level proceedings to ensure consistency with the federal consent-decree strategy and the Client's overall legal and business objectives. Co-Counsel shall not take any substantive legal position in any state proceeding, regulatory filing, or agency communication that has not been reviewed and approved by Lead Counsel, except in exigent circumstances where time does not permit prior consultation, in which case Co-Counsel shall promptly notify Lead Counsel of the position taken and the circumstances requiring immediate action.

2.3 Decisions Requiring Client Approval. Notwithstanding C&H's authority as Lead Counsel, the following decisions require express written approval of the Client (through Miriam Soo-Hwan Park, General Counsel, TMC, or such other officer as TMC may designate in writing):

(a) Agreement on aggregate remediation costs and schedules. The current estimated aggregate remediation costs for all four Sites are approximately $343.5 million in nominal dollars (approximately $245.1 million on a net-present-value basis at a 3% discount rate, as calculated by Northspire Capital Markets, Inc.). Any agreement with the Government Parties that would commit the Client to aggregate remediation expenditures materially in excess of, or materially different in scope from, these estimates shall require Client approval.

(b) Agreement on civil penalty amount. The current penalty exposure across all four Sites, as estimated by Lead Counsel, is approximately $31.5 million in the aggregate. Any agreement on a final civil penalty amount or payment schedule shall require Client approval.

(c) Agreement on supplemental environmental project ("SEP") commitments. The current proposed SEP commitments total approximately $12.0 million across three projects:

(i) Flint Creek Watershed Restoration Project — $5.5 million (Montana);

(ii) Battle Mountain Community Drinking Water Improvement Project — $3.5 million (Nevada); and

(iii) Institute Community Air Quality Monitoring Network — $3.0 million (West Virginia).

Any agreement on SEP scope, cost, or schedule shall require Client approval.

(d) Financial assurance commitments. The current proposed financial assurance package totals approximately $245.0 million, consisting of a surety bond in the amount of $165.0 million to be issued by Ironbark Surety of America, Inc., and a remediation trust fund in the amount of $80.0 million to be established at Larchfield Trust Company, N.A. Any agreement on financial assurance amounts, forms, or terms shall require Client approval.

(e) Any settlement or compromise of any claim asserted by or against the Client in connection with the Matter.

(f) Any public statement on behalf of the Client regarding the Matter, the Consent Decree, or the Client's environmental compliance.

Lead Counsel shall present all decisions requiring Client approval in writing, with a recommendation and supporting analysis, sufficiently in advance of any deadline to permit meaningful Client review and deliberation.

ARTICLE III — ROLES AND RESPONSIBILITIES OF CO-COUNSEL

3.1 Holcroft, Dane & Weiss LLP (Montana Local Counsel).

(a) Lead Partner. Russell Dane shall serve as HDW's lead partner for the Matter. Mr. Dane is admitted to practice in all courts of the State of Montana, the United States District Court for the District of Montana, and the United States Court of Appeals for the Ninth Circuit.

(b) Jurisdictional Responsibility. HDW shall serve as the Client's Montana-licensed local counsel, with primary responsibility for coordination with the Montana Department of Environmental Quality ("MT DEQ") and the Montana Attorney General's Office. The lead state counsel for the Government Parties in Montana is Annika Hedstrom, Assistant Attorney General, Natural Resources Unit, Montana Attorney General's Office.

(c) Site Responsibility. HDW shall have primary local-counsel responsibility for all matters relating to the Ridgecrest Copper-Molybdenum Mine (Drummond, Granite County, Montana) and the Gallatin Chemical Works (Belgrade, Gallatin County, Montana).

(d) Specific Duties. HDW's specific duties shall include the following:

(i) State court filings and appearances in Montana state courts as needed, including but not limited to any proceedings before the Montana First Judicial District Court (Lewis and Clark County) or any other court of competent jurisdiction in Montana;

(ii) Montana environmental permit matters, including Montana Pollutant Discharge Elimination System ("MPDES") permits for the Ridgecrest and Gallatin facilities and hard rock mining reclamation permits issued under the Montana Metal Mine Reclamation Act, Mont. Code Ann. § 82-4-301 et seq.;

(iii) Coordination with EPA Region 8 on site-specific matters relating to the Ridgecrest and Gallatin Sites, including communications with Dr. Samuel Tesfaye, EPA Region 8 Project Coordinator for the Ridgecrest Mine, and other EPA Region 8 personnel as appropriate, subject to Lead Counsel oversight;

(iv) Review of and comment on all Consent Decree provisions specific to the Ridgecrest and Gallatin Sites, including remediation work plans, remediation schedules, monitoring requirements, stipulated penalty provisions, and reporting obligations for those Sites;

(v) Liaison with Pinnacle Creek Environmental, LLC, the Client's environmental remediation consultant headquartered in Bozeman, Montana, regarding site-specific remediation matters for the Ridgecrest and Gallatin Sites, including review of remediation work plans, sampling data, and technical memoranda prepared by Dr. Astrid Bergmann and her team; and

(vi) Support for the Flint Creek Watershed Restoration Project SEP ($5.5 million commitment), including coordination with Montana state agencies (MT DEQ, Montana Fish, Wildlife & Parks) and local stakeholders, review of SEP agreement language, and monitoring of compliance with SEP milestones.

3.2 sagebrush Law Group, PLLC (Nevada Local Counsel).

(a) Lead Partner. Denise Quartaro shall serve as sagebrush's lead partner for the Matter. Ms. Quartaro is admitted to practice in all courts of the State of Nevada, the United States District Court for the District of Nevada, and the United States Court of Appeals for the Ninth Circuit.

(b) Jurisdictional Responsibility. sagebrush shall serve as the Client's Nevada-licensed local counsel, with primary responsibility for coordination with the Nevada Division of Environmental Protection ("NV DEP") and the Nevada Attorney General's Office. The lead state counsel for the Government Parties in Nevada is Ricardo Fuentes, Deputy Attorney General, Bureau of Litigation, Nevada Attorney General's Office.

(c) Site Responsibility. sagebrush shall have primary local-counsel responsibility for all matters relating to the Bonanza Creek Gold Mine (Lander County, Nevada).

(d) Specific Duties. sagebrush's specific duties shall include the following:

(i) State court filings and appearances in Nevada state courts as needed, including but not limited to any proceedings before the Sixth Judicial District Court of the State of Nevada (Lander County) or any other court of competent jurisdiction in Nevada;

(ii) Nevada environmental permit matters, including water pollution control permits issued under Nev. Rev. Stat. § 445A.300 et seq., mining reclamation permits issued under the Nevada Reclamation of Land Disturbed by Mining Operations Act, Nev. Rev. Stat. § 519A.010 et seq., and any other state permits or approvals required for the Bonanza Creek Mine's operations and remediation activities;

(iii) Coordination with EPA Region 9 on site-specific matters relating to the Bonanza Creek Site, including communications with Jennifer Whitfield, EPA Region 9 Project Coordinator for the Bonanza Creek Mine, and other EPA Region 9 personnel as appropriate, subject to Lead Counsel oversight;

(iv) Review of and comment on all Consent Decree provisions specific to the Bonanza Creek Site, including but not limited to the heap-leach pad liner repair and containment plan, cyanide solution management protocols, groundwater monitoring requirements, and closure/post-closure obligations;

(v) Support for the Battle Mountain Community Drinking Water Improvement Project SEP ($3.5 million commitment), including coordination with Nevada state agencies (NV DEP, Nevada Division of Water Resources) and local agencies (Lander County Commission, Battle Mountain Water and Sewer Department), review of SEP agreement language, and monitoring of compliance with SEP milestones; and

(vi) Advising on Nevada water rights issues affecting Bonanza Creek Mining, LLC (Nevada Secretary of State Entity No. E0518294731), including the status and transferability of water rights associated with the Bonanza Creek Mine's operations, appropriation permits, and any state water law implications of the proposed remediation plan.

3.3 Baxter, Tully & Crane PLLC (West Virginia Local Counsel).

(a) Lead Partner. Nathan Tully shall serve as BTC's lead partner for the Matter. Mr. Tully is admitted to practice in all courts of the State of West Virginia, the United States District Court for the Southern District of West Virginia, the United States District Court for the Northern District of West Virginia, and the United States Court of Appeals for the Fourth Circuit.

(b) Jurisdictional Responsibility. BTC shall serve as the Client's West Virginia-licensed local counsel, with primary responsibility for coordination with the West Virginia Department of Environmental Protection ("WV DEP") and the West Virginia Attorney General's Office. The lead state counsel for the Government Parties in West Virginia is Loretta May Hatcher, Assistant Attorney General, Environmental Protection Division, West Virginia Attorney General's Office.

(c) Site Responsibility. BTC shall have primary local-counsel responsibility for all matters relating to the Kanawha Bend Chemical Plant (Institute, Kanawha County, West Virginia).

(d) Specific Duties. BTC's specific duties shall include the following:

(i) State court filings and appearances in West Virginia state courts as needed, including but not limited to any proceedings before the Circuit Court of Kanawha County, West Virginia, or any other court of competent jurisdiction in West Virginia;

(ii) West Virginia environmental permit matters, including National Pollutant Discharge Elimination System ("NPDES") permits administered by WV DEP and RCRA state-authorized permits for hazardous waste treatment, storage, and disposal, including Permit No. WVD048823915, which covers the Kanawha Bend facility's hazardous waste management units;

(iii) Review of and comment on all Consent Decree provisions specific to the Kanawha Bend Site, including but not limited to interim stabilization measures for contaminated areas, soil and groundwater remediation requirements, corrective action milestones, and facility closure provisions;

(iv) Support for the Institute Community Air Quality Monitoring Network SEP ($3.0 million commitment), including coordination with West Virginia state and local agencies (WV DEP Division of Air Quality, Kanawha County Commission, Institute community organizations), review of SEP agreement language, and monitoring of compliance with SEP milestones; and

(v) Advising on state-specific RCRA corrective action requirements applicable to the Kanawha Bend Chemical Plant under West Virginia's authorized RCRA program, including any state-specific corrective action orders, interim measures, or facility investigations that may be required by WV DEP in parallel with or in addition to the obligations set forth in the Consent Decree.

3.4 General Co-Counsel Obligations. In addition to the site-specific and jurisdictional duties set forth in Sections 3.1 through 3.3, all Co-Counsel firms shall:

(a) Keep Lead Counsel promptly informed of all material developments in state-level proceedings, including but not limited to any communications (whether written or oral) with state regulatory agencies, state counsel, or state courts; any regulatory inspections, notices of violation, or compliance orders; and any changes in state regulatory requirements that could affect the Matter;

(b) Provide Lead Counsel with copies of all correspondence, filings, memoranda, and other documents exchanged with state agencies, state counsel, or state courts within two (2) business days of creation, transmission, or receipt;

(c) Obtain Lead Counsel approval before taking any substantive legal position in state-level proceedings, regulatory filings, permit applications, or agency communications that could affect the Consent Decree, the federal enforcement posture, or the Client's overall legal or business interests, except in exigent circumstances as provided in Section 2.2(g);

(d) Attend all coordination calls, meetings, and strategy sessions scheduled pursuant to Article IV, and provide timely written input for consolidated status reports and other communications to the Client;

(e) Comply with the Client's litigation hold and document preservation obligations as set forth in the Litigation Hold Notice / Preservation Memorandum dated October 23, 2024, issued by C&H on behalf of TMC, a copy of which has been provided to each Co-Counsel firm. Each Co-Counsel firm shall implement appropriate internal procedures to ensure compliance with the litigation hold within its own organization and shall certify such compliance to Lead Counsel upon request; and

(f) Promptly notify Lead Counsel of any matter that may give rise to a conflict of interest, a malpractice claim, or any other issue that could impair the firm's ability to provide effective representation of the Client in the Matter.

ARTICLE IV — COMMUNICATION AND COORDINATION PROTOCOLS

4.1 Primary Points of Contact. The following individuals shall serve as the primary points of contact for purposes of day-to-day communication and coordination among the firms and with the Client:

Full contact information for each individual, including direct telephone numbers, email addresses, and mailing addresses, is set forth in Exhibit A attached hereto. Each party shall promptly notify all other parties of any change in its primary or secondary point of contact.

4.2 Regular Coordination Calls. Lead Counsel shall schedule and chair a weekly coordination call among all counsel, to be held each Tuesday at 2:00 p.m. Eastern Time / 12:00 p.m. Mountain Time / 11:00 a.m. Pacific Time (or such other day and time as Lead Counsel may designate from time to time). Lead Counsel shall circulate an agenda for each weekly call no later than the close of business on the preceding Friday. Each Co-Counsel firm shall submit agenda items to Lead Counsel no later than 12:00 p.m. Eastern Time on the preceding Friday. Lead Counsel shall prepare and circulate minutes of each call within two (2) business days. Additional ad hoc calls shall be scheduled as needed for time-sensitive matters, at the direction of Lead Counsel or upon request by any party.

4.3 In-Person Meetings. Periodic in-person strategy sessions shall be convened at Lead Counsel's direction. In-person meetings may be held at:

(a) The Client's U.S. headquarters at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601;

(b) Lead Counsel's offices in New York, New York;

(d) Such other location as Lead Counsel may designate in consultation with the parties.

Lead Counsel shall provide no fewer than ten (10) business days' advance notice of any in-person meeting, except in exigent circumstances. Travel costs associated with in-person meetings shall be treated as extraordinary expenses subject to Section 7.4.

4.4 Communication with Government Parties. All communications with the Government Parties — including DOJ (Philip Orenstein, Trial Attorney, ENRD; Katherine Rowe-Halpern, Senior Counsel, ENRD), EPA (Margaret Coulson, Director, OECA Office of Civil Enforcement; Dr. Samuel Tesfaye, EPA Region 8 Project Coordinator; Jennifer Whitfield, EPA Region 9 Project Coordinator), and state counsel (Annika Hedstrom, Montana AAG; Ricardo Fuentes, Nevada DAG; Loretta May Hatcher, West Virginia AAG) — on federal or cross-jurisdictional matters shall be conducted exclusively by or through Lead Counsel.

Co-Counsel may communicate directly with the relevant state counsel and state regulatory agencies on purely state-specific matters falling within their jurisdictional responsibility (e.g., state permit applications, state inspection scheduling, state agency information requests), provided that:

(a) Lead Counsel is copied on all written communications (including email) with state counsel or state agencies;

(b) Lead Counsel is promptly informed of the substance of all oral communications with state counsel or state agencies, and a written summary of any such oral communication is provided to Lead Counsel within one (1) business day; and

(c) No Co-Counsel takes any position in communications with state counsel or agencies that has not been approved by Lead Counsel, as provided in Section 2.2(g).

4.5 Communication with Client Advisors. Lead Counsel shall serve as the primary point of coordination with the Client's other professional advisors, including Pinnacle Creek Environmental, LLC, Northspire Capital Markets, Inc., Ridgeline Accounting Partners LLP, Ironbark Surety of America, Inc., Larchfield Trust Company, N.A., Meridian Environmental Insurance Company, and Clearwater Mutual Services, Inc. Co-Counsel may communicate directly with these advisors on site-specific matters within their jurisdictional responsibility, provided that Lead Counsel is copied on all written communications and promptly informed of the substance of all oral communications. No Co-Counsel shall direct or authorize any work by the Client's advisors without Lead Counsel's prior approval.

4.6 Communication with the Court. All filings, correspondence, and communications with the United States District Court for the District of Montana (Hon. Donald W. Molloy, Senior U.S. District Judge; Magistrate Judge Clara Finnegan), including but not limited to pleadings, motions, status reports, and scheduling communications, shall be prepared and filed by Lead Counsel. HDW shall provide Montana bar admission support for any pro hac vice applications, local filing requirements, or local rules compliance matters. No Co-Counsel shall file any document with the Court or communicate with the Court or its staff regarding the Matter without Lead Counsel's prior written authorization.

4.7 Reporting to Client. Lead Counsel shall be responsible for preparing and delivering consolidated status reports to the Client on a regular basis (not less than bi-weekly during active negotiation phases, and monthly during periods of lower activity). All status reports shall be directed to Miriam Soo-Hwan Park, General Counsel, TMC, with copies to Gareth Linford, VP EHS, and such other Client personnel as the Client may designate. Co-Counsel shall provide timely input for consolidated reports, including updates on site-specific and state-level developments, and shall submit such input to Lead Counsel no later than two (2) business days prior to the scheduled report delivery date. Co-Counsel shall not provide separate status reports to the Client, or communicate with the Client regarding case strategy, without Lead Counsel's prior knowledge and approval. The foregoing restriction does not prevent Co-Counsel from responding to routine administrative inquiries from Client personnel, provided that Lead Counsel is promptly informed of any such communications.

ARTICLE V — DOCUMENT MANAGEMENT AND INFORMATION SHARING

5.1 Centralized Document Repository. Lead Counsel shall establish and maintain a centralized, secure, cloud-based document management system (the "Document Repository") for the storage, organization, and sharing of all Matter-related documents, correspondence, memoranda, work product, and other materials. The Document Repository shall be hosted on Lead Counsel's secure platform and shall be accessible to authorized users of each firm via encrypted web access. Lead Counsel shall provide each Co-Counsel firm with appropriate user credentials and access instructions within five (5) business days of the Effective Date.

Each Co-Counsel firm shall upload all relevant documents, correspondence, agency communications, draft filings, work product, and other Matter-related materials to the Document Repository within two (2) business days of creation, transmission, or receipt. For purposes of this Section, "relevant documents" include all documents relating to the Matter, whether generated internally by the Co-Counsel firm or received from external sources, including but not limited to correspondence with state agencies, regulatory filings, permits, inspection reports, technical data, and attorney work product.

5.2 Document Naming and Organization. All documents uploaded to the Document Repository shall be organized in accordance with the following structure:

(a) By Site: Ridgecrest / Gallatin / Bonanza Creek / Kanawha Bend / Cross-Site;

(b) By Category: Correspondence / Filings / Work Product / Regulatory / Technical / Financial / Insurance / SEP / Privilege Log;

(c) By Date: Documents shall be named using the following convention: [YYYY-MM-DD]\[Site Code]\[Category Code]\[Brief Description].[Extension]. For example: 2024-11-05\RC\CORR\MTDEQResponseToInformationRequest.pdf.

Lead Counsel shall circulate a detailed Document Naming and Organization Protocol to all Co-Counsel within five (5) business days of the Effective Date. All parties shall adhere to this protocol. Questions regarding document classification or naming shall be directed to Elliot Nguyen, Lead Associate, C&H.

5.3 Access Controls. Access to the Document Repository, and to Privileged Materials in particular, shall be limited to authorized attorneys, paralegals, and support staff of the parties to this Agreement, and to authorized Client personnel, consistent with the privilege preservation obligations set forth in Article VI. Lead Counsel shall maintain a current access log identifying all individuals with access to the Document Repository and shall review the access list quarterly or more frequently as warranted. Each firm shall promptly notify Lead Counsel of any departures, reassignments, or other changes that require modification of access permissions. Lead Counsel shall have the ability to restrict access to specific folders or documents on a need-to-know basis.

5.4 Litigation Hold Compliance. All parties acknowledge receipt of the Litigation Hold Notice / Preservation Memorandum dated October 23, 2024, issued by C&H on behalf of TMC (the "Litigation Hold"). Each party shall ensure compliance with the Litigation Hold within its respective organization, including but not limited to the preservation of all documents, electronically stored information, and tangible materials potentially relevant to the Matter, in accordance with the specific instructions set forth in the Litigation Hold. Each Co-Counsel firm shall designate a litigation hold compliance contact and shall certify compliance with the Litigation Hold to Lead Counsel within ten (10) business days of the Effective Date and at such intervals thereafter as Lead Counsel may reasonably request.

ARTICLE VI — PRIVILEGE AND CONFIDENTIALITY

6.1 Common Interest / Joint Defense. The parties acknowledge that they share a common legal interest in the representation of the Client in the Matter, and that this Agreement serves, in part, as a common-interest agreement for purposes of preserving the confidentiality and privilege of communications among the parties and with the Client relating to the Matter. All communications among the parties, and between the parties and the Client, relating to the Matter — including but not limited to legal analysis, strategic discussions, draft documents, work product, and attorney notes — are intended to be protected by the attorney-client privilege, the work-product doctrine (as codified in Fed. R. Civ. P. 26(b)(3) and applicable state analogues), and the common-interest privilege (also referred to as the "joint-defense privilege" or "allied-party privilege" in applicable jurisdictions). The parties intend that all such communications be made in confidence and in furtherance of the common legal interest of providing effective representation to the Client in the Matter.

6.2 No Waiver. The sharing of Privileged Materials among the parties to this Agreement, or with authorized Client personnel, shall not constitute a waiver of any applicable privilege or protection, including the attorney-client privilege, the work-product doctrine, or the common-interest privilege. Each party shall take reasonable steps to prevent the unauthorized disclosure of Privileged Materials, including but not limited to:

(a) Marking all Privileged Materials with appropriate legends (e.g., "ATTORNEY-CLIENT PRIVILEGE — CONFIDENTIAL" or "ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL");

(b) Transmitting Privileged Materials only to authorized recipients via secure channels;

(c) Maintaining reasonable information security controls, including password protection, encryption, and access restrictions; and

(d) Promptly notifying Lead Counsel and all other parties in the event of any inadvertent disclosure of Privileged Materials to any unauthorized person, so that appropriate steps may be taken to preserve the privilege.

In the event of an inadvertent disclosure of Privileged Materials, the parties shall cooperate in seeking to remedy the disclosure and to preserve applicable privileges, including by invoking the protections of Federal Rule of Evidence 502(b) and any applicable state analogues.

6.3 Confidentiality Obligations. All information shared among the parties relating to the Matter — whether or not such information constitutes Privileged Materials — shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of Lead Counsel and the Client, except:

(a) As required by applicable law, regulation, or court order;

(b) As required by applicable rules of professional conduct;

(d) To the extent that the information has become publicly available through no fault of the disclosing party.

If any party receives a subpoena, discovery request, or other legal process seeking disclosure of confidential information or Privileged Materials relating to the Matter, such party shall promptly notify Lead Counsel and the Client and shall cooperate with Lead Counsel in seeking appropriate protective relief.

6.4 Conflicts. Each party represents and warrants that, as of the Effective Date, it has conducted a thorough conflict check consistent with the applicable rules of professional conduct and that no conflicts of interest exist with respect to the representation of the Client in the Matter. Each party further represents that it has disclosed to the Client, through the applicable engagement letter process, any circumstances that could give rise to a potential conflict of interest or the appearance of a conflict of interest. Each party shall promptly notify Lead Counsel and the Client in writing if any actual or potential conflict of interest arises during the engagement, including but not limited to the acceptance of a new client whose interests may be adverse to the Client or the discovery of a previously unknown relationship with any Government Party, adverse party, or third party involved in the Matter.

ARTICLE VII — BILLING ARRANGEMENTS AND FEE ALLOCATION

7.1 C&H Billing Rates and Fee Cap. C&H's engagement for the Matter is governed by the C&H Engagement Letter with TMC dated October 21, 2024. C&H's standard hourly billing rates for the Matter are as follows:

C&H's engagement for the core scope of the Matter is subject to a fee cap of $4,500,000 (Four Million Five Hundred Thousand Dollars). The fee cap covers the following scope of work: consent-decree negotiation; remediation-schedule drafting; SEP agreement negotiation and documentation; financial-assurance structuring (including surety bond and remediation trust fund arrangements); and decree lodging, public comment, and entry. The fee cap does not cover, and the following matters are expressly excluded from the fee cap: (i) any subsequent litigation, including any challenge to the Consent Decree or motion to reopen; (ii) insurance-coverage recovery work; (iii) appellate proceedings; (iv) post-entry enforcement or compliance disputes; (v) unrelated matters; and (vi) any matter arising after the Effective Date of the Consent Decree that is not within the core scope described above.

C&H shall invoice the Client on a monthly basis, with payment due within thirty (30) days of the invoice date (net-30 terms). C&H shall provide periodic reports to the Client on cumulative fees and expenses incurred relative to the fee cap.

7.2 Co-Counsel Billing. Each Co-Counsel firm shall bill the Client directly pursuant to separate engagement letters between each such firm and TMC. Co-Counsel billing rates shall be as agreed between each Co-Counsel firm and the Client in the applicable engagement letter:

(a) HDW: Billing rates to be as specified in HDW's engagement letter with TMC;

(b) sagebrush: Billing rates to be as specified in sagebrush's engagement letter with TMC; and

Co-Counsel fees and expenses are separate from, and are not included within, C&H's $4,500,000 fee cap. Each Co-Counsel firm shall be solely responsible for the accuracy and completeness of its invoices and for compliance with the billing terms set forth in its engagement letter with TMC.

7.3 Budget Coordination. To assist the Client in managing overall legal costs for the Matter, each Co-Counsel firm shall provide Lead Counsel with:

(a) A quarterly budget estimate for the upcoming quarter, broken down by major workstream and timekeeper, no later than fifteen (15) business days prior to the start of each calendar quarter;

(b) A quarterly actual-versus-budget reconciliation for the preceding quarter, identifying any material variances and the reasons therefor, no later than twenty (20) business days after the close of each calendar quarter; and

Lead Counsel shall compile the individual firm budgets and reconciliations into a consolidated legal-cost budget and report for submission to the Client, directed to Miriam Soo-Hwan Park, General Counsel, and Carolyn Bracebridge, Chief Financial Officer. Lead Counsel shall use reasonable efforts to identify and flag any budget concerns, including potential duplication or cost overruns, in the consolidated report.

7.4 Expense Reimbursement. Each party shall be responsible for its own ordinary operating expenses, including but not limited to office overhead, local telephone charges, routine photocopying, and local travel within its metropolitan area. Extraordinary expenses — including but not limited to expert witness engagement, independent consultant fees, travel for in-person negotiation sessions or meetings outside the firm's metropolitan area, large-scale document production or printing, court reporter fees, and specialized research databases — shall be pre-approved by the Client through Lead Counsel before they are incurred. Each party shall submit requests for pre-approval of extraordinary expenses to Lead Counsel in writing, with a description of the anticipated expense, the estimated amount, and the business justification. Lead Counsel shall forward such requests to the Client for approval in a timely manner.

7.5 No Fee Sharing. This Agreement does not create, and shall not be construed to create, a fee-sharing arrangement among the firms. Each firm is separately and independently retained by the Client pursuant to its own engagement letter and shall be solely responsible for its own fees, disbursements, and the quality of its work. No firm shall pay, receive, or share any portion of a fee earned by another firm, except as may be expressly agreed in writing by all affected firms and the Client in compliance with applicable rules of professional conduct.

7.6 Billing Disputes. Any billing dispute between the Client and a Co-Counsel firm shall be resolved directly between the Client and the relevant Co-Counsel firm, in accordance with the terms of the applicable engagement letter. Lead Counsel shall be available to facilitate discussion and resolution of billing disputes if requested by the Client or the Co-Counsel firm, but shall not serve as an arbitrator or decision-maker in any billing dispute to which it is not a party.

ARTICLE VIII — WORK ALLOCATION AND AVOIDANCE OF DUPLICATION

8.1 Task Assignment. Lead Counsel shall maintain a work-allocation matrix (the "Work Allocation Matrix") identifying the primary counsel and supporting counsel for each major workstream within the Matter. The initial Work Allocation Matrix is attached hereto as Exhibit B and is incorporated herein by reference. The Work Allocation Matrix may be updated from time to time by Lead Counsel as the Matter progresses. The current work-allocation assignments are as follows:

(a) Consent Decree Drafting and Negotiation. Lead: C&H. Support: all Co-Counsel for review and comment on site-specific provisions within their respective jurisdictional responsibilities.

(b) Remediation Work Plans and Schedules. Lead: C&H, in coordination with Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E.). Support: relevant Co-Counsel for state-specific regulatory requirements applicable to each Site (HDW for Ridgecrest and Gallatin; sagebrush for Bonanza Creek; BTC for Kanawha Bend).

(c) SEP Design and Agreements. Lead: C&H. Support: HDW (Flint Creek Watershed Restoration Project SEP, $5.5 million); sagebrush (Battle Mountain Community Drinking Water Improvement Project SEP, $3.5 million); BTC (Institute Community Air Quality Monitoring Network SEP, $3.0 million).

(d) Financial Assurance Structuring. Lead: C&H, in coordination with Northspire Capital Markets, Inc. (Vivian Okafor), Ironbark Surety of America, Inc. (Thomas Rennick), and Larchfield Trust Company, N.A. (David Henshaw). Support: Co-Counsel as needed for state-specific financial assurance requirements.

(e) State Permit Coordination. Lead: respective Co-Counsel within their jurisdictional responsibility (HDW for Montana permits; sagebrush for Nevada permits; BTC for West Virginia permits). Oversight: C&H, to ensure consistency with the Consent Decree and the Client's overall compliance strategy.

(f) State Court Filings. Lead: respective Co-Counsel within their jurisdictional responsibility. Oversight: C&H, to ensure consistency with the Client's overall legal posture.

(g) Federal Court Filings. Lead: C&H. Support: HDW, for Montana bar admission requirements, pro hac vice applications, and local rules compliance.

(h) Insurance Coverage Matters. Lead: C&H, including coordination with Meridian Environmental Insurance Company (Sheila Grantham) and Clearwater Mutual Services, Inc. (Brendan Forsythe). Co-Counsel to be consulted as needed for state-specific insurance issues.

8.2 Avoidance of Duplication. Each party acknowledges the importance of avoiding unnecessary duplication of effort in order to provide cost-effective representation to the Client. Co-Counsel shall not duplicate work being performed by Lead Counsel or by another Co-Counsel firm. Before commencing any significant legal research, drafting project, substantive analysis, or other work effort that is not clearly within the Co-Counsel firm's designated responsibilities under the Work Allocation Matrix, the Co-Counsel firm shall confirm the task assignment with Lead Counsel (through Elliot Nguyen, Lead Associate, or Harrison Wexford, Responsible Partner). If there is any uncertainty about whether a particular task falls within a Co-Counsel firm's designated scope, the Co-Counsel firm shall seek clarification from Lead Counsel before proceeding. In the event that Lead Counsel determines that duplicative work has been performed, Lead Counsel may direct the Client's attention to the duplication in connection with the consolidated billing report, and the firm responsible for the duplicative work may be required to write off the duplicative time.

8.3 Timely Completion. All work assignments shall include deadlines established by Lead Counsel, consistent with the overall timeline for the Matter. Key milestones for the Matter are as follows:

A detailed timeline is set forth in Exhibit C attached hereto. Lead Counsel shall communicate specific deadlines for each work assignment and shall monitor compliance with those deadlines. Co-Counsel shall promptly notify Lead Counsel of any anticipated delay in meeting an assigned deadline so that Lead Counsel may adjust the overall work plan accordingly and, if necessary, notify the Client.

ARTICLE IX — ETHICAL OBLIGATIONS AND PROFESSIONAL RESPONSIBILITY

9.1 Compliance with Rules of Professional Conduct. Each party shall at all times comply with the rules of professional conduct applicable in its jurisdiction of licensure, including:

(a) The Montana Rules of Professional Conduct (adopted by the Montana Supreme Court), applicable to HDW;

(b) The Nevada Rules of Professional Conduct (adopted by the Supreme Court of Nevada), applicable to sagebrush;

(c) The West Virginia Rules of Professional Conduct (adopted by the Supreme Court of Appeals of West Virginia), applicable to BTC; and

(d) The New York Rules of Professional Conduct (adopted by the Appellate Divisions of the Supreme Court of the State of New York), applicable to C&H.

In the event of any conflict between the provisions of this Agreement and any applicable rule of professional conduct, the rule of professional conduct shall control.

9.2 Duty of Competence and Diligence. Each party shall provide competent and diligent representation of the Client within its scope of responsibility under this Agreement, consistent with the standards of competence and diligence required by the applicable rules of professional conduct in its jurisdiction. Each firm shall assign appropriately qualified and experienced attorneys to the Matter and shall ensure that such attorneys maintain familiarity with the relevant areas of law, including federal and state environmental law, consent-decree practice, and the specific regulatory requirements applicable to the Sites within their jurisdictional responsibility.

9.3 Supervision. Lead Counsel acknowledges supervisory responsibility for the overall strategy and direction of the representation of the Client in the Matter. Lead Counsel's supervisory role extends to ensuring consistency of legal positions across jurisdictions, coordination of work product, and maintenance of the Client's overall litigation and negotiation posture. Notwithstanding the foregoing, each Co-Counsel firm retains independent professional judgment and responsibility for the quality of its own work, the supervision of its own attorneys and staff, and compliance with the rules of professional conduct in its jurisdiction. Nothing in this Agreement shall be construed to impose upon Lead Counsel a duty to supervise the internal operations or personnel decisions of any Co-Counsel firm, nor shall it be construed to relieve any Co-Counsel firm of its independent professional obligations to the Client.

CO-COUNSEL COORDINATION AGREEMENT
Dated as of November 1, 2024
among
CALDERWOOD & HARKNESS LLP a New York limited liability partnership ("C&H" or "Lead Counsel") One Liberty Plaza, 165 Broadway, New York, New York 10006
HOLCROFT, DANE & WEISS LLP a Montana limited liability partnership ("HDW") 45 North Last Chance Gulch, Suite 600, Helena, Montana 59601
SAGEBRUSH LAW GROUP, PLLC a Nevada professional limited liability company ("Sagebrush") 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169
BAXTER, TULLY & CRANE PLLC a West Virginia professional limited liability company ("BTC") 500 Lee Street East, Suite 1100, Charleston, West Virginia 25301
Re: Representation of Torchlight Mining Corp. and its U.S. Subsidiaries in Connection with Multi-Site EPA Enforcement Action and Consent-Decree Negotiation
Calderwood & Harkness LLP Matter No. 1039-00003
Civil Action No. 9:24-cv-00087-DWM United States of America and State of Montana v. Torchlight Mining Corp. et al. U.S. District Court for the District of Montana, Missoula Division
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RECITALS
A. The Client. Torchlight Mining Corp. ("TMC") is a corporation incorporated under the Canada Business Corporations Act, with its principal U.S. offices located at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601. TMC is the sole parent company of the following wholly-owned U.S. subsidiaries: (i) Torchlight Mining (U.S.) Inc., a corporation organized under the laws of the State of Delaware; (ii) Torchlight Specialty Chemicals, Inc., a corporation organized under the laws of the State of Delaware; (iii) Ridgecrest Mine Holdings, LLC, a limited liability company organized under the laws of the State of Montana; and (iv) Bonanza Creek Mining, LLC, a limited liability company organized under the laws of the State of Nevada. TMC and its U.S. subsidiaries are referred to collectively in this Agreement as the "Client" or the "Torchlight Entities."
B. The Matter. The Client is the subject of a multi-site environmental enforcement action brought by the United States of America, acting through the U.S. Environmental Protection Agency ("EPA") and the U.S. Department of Justice ("DOJ"), Environment and Natural Resources Division ("ENRD"), together with the following state co-plaintiffs: (i) the State of Montana, acting through the Montana Department of Environmental Quality ("MT DEQ") and the Office of the Montana Attorney General; (ii) the State of Nevada, acting through the Nevada Division of Environmental Protection ("NV DEP") and the Office of the Nevada Attorney General; and (iii) the State of West Virginia, acting through the West Virginia Department of Environmental Protection ("WV DEP") and the Office of the West Virginia Attorney General (collectively, the "Government Parties"). The enforcement action involves alleged violations of the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. (the "Clean Water Act" or "CWA"), the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. ("RCRA"), and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. ("CERCLA"), at four separate facilities operated by the Torchlight Entities across three states. The Government Parties filed their Complaint on January 18, 2024, as Civil Action No. 9:24-cv-00087-DWM, before the Honorable Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division (the "Court"). The enforcement action, the consent-decree negotiation, and all ancillary regulatory, administrative, and transactional proceedings related thereto are collectively referred to herein as the "Matter."
C. The Four Sites. The Matter involves the following four facilities (collectively, the "Sites"):
1. Ridgecrest Copper-Molybdenum Mine — 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (EPA Region 8). The Ridgecrest Mine is an active open-pit copper-molybdenum mining operation owned and operated by Ridgecrest Mine Holdings, LLC. The Government Parties allege CWA and CERCLA violations at this Site arising from acid mine drainage discharge into Flint Creek and associated tributaries, and legacy tailings impoundment failures.
2. Gallatin Chemical Works — 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714 (EPA Region 8). The Gallatin Chemical Works is a specialty chemical manufacturing facility owned and operated by Torchlight Specialty Chemicals, Inc. The Government Parties allege CWA and RCRA violations at this Site, including unpermitted stormwater discharges and improper storage of hazardous waste.
3. Bonanza Creek Gold Mine — County Road 447, Mile Marker 12, Lander County, Nevada 89820 (EPA Region 9). The Bonanza Creek Gold Mine is a heap-leach gold mining operation owned and operated by Bonanza Creek Mining, LLC. The Government Parties allege CWA, RCRA, and CERCLA violations at this Site, including cyanide solution releases from the heap-leach pad and inadequate containment.
4. Kanawha Bend Chemical Plant — 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112 (EPA Region 3). The Kanawha Bend Chemical Plant is a chemical processing and storage facility owned and operated by Torchlight Specialty Chemicals, Inc. The Government Parties allege RCRA and CWA violations at this Site, including improper treatment, storage, and disposal of hazardous waste and unpermitted wastewater discharges into the Kanawha River.
D. Engagement of Lead Counsel. TMC engaged Calderwood & Harkness LLP as lead outside counsel effective October 21, 2024, pursuant to an engagement letter of that date (the "C&H Engagement Letter"), to represent the Torchlight Entities in all aspects of the Matter, including but not limited to: the consent-decree negotiation with the Government Parties; remediation-schedule drafting; supplemental environmental project ("SEP") agreement negotiation and documentation; financial-assurance structuring (including surety bond and remediation trust fund arrangements); all federal court proceedings in the Court; and the lodging, public comment, and entry of the consent decree (the "Consent Decree").
E. Need for Local Counsel. Due to the multi-jurisdictional nature of the Matter, which involves regulatory agencies, courts, and environmental permitting processes in the States of Montana, Nevada, and West Virginia, TMC requires local counsel admitted to practice and experienced in environmental law in each of these jurisdictions to supplement the representation provided by C&H. Accordingly, the Client has separately retained the following firms as local counsel:
(i) Holcroft, Dane & Weiss LLP ("HDW"), a Montana limited liability partnership, serves as local counsel for Montana matters, including state regulatory and permitting issues relating to the Ridgecrest Copper-Molybdenum Mine and the Gallatin Chemical Works;
(ii) sagebrush Law Group, PLLC ("Sagebrush"), a Nevada professional limited liability company, serves as local counsel for Nevada matters, including state regulatory and permitting issues relating to the Bonanza Creek Gold Mine; and
(iii) Baxter, Tully & Crane PLLC ("BTC"), a West Virginia professional limited liability company, serves as local counsel for West Virginia matters, including state regulatory and permitting issues relating to the Kanawha Bend Chemical Plant.
F. Purpose of Agreement. The parties enter into this Co-Counsel Coordination Agreement (this "Agreement") to establish clear protocols governing the coordination of the multi-firm representation of the Client in the Matter. This Agreement addresses, among other things, the designation of lead counsel; the allocation of roles and responsibilities among the firms; communication and coordination protocols; information sharing and document management; privilege preservation; billing arrangements and fee coordination; work allocation and avoidance of duplication; ethical obligations; and dispute resolution. The overarching purpose of this Agreement is to ensure that the Client receives efficient, unified, and high-quality legal representation across all jurisdictions implicated by the Matter.
G. Client Consent. TMC, through its General Counsel, Miriam Soo-Hwan Park, has reviewed and consented to this coordination arrangement. TMC has authorized C&H to serve as Lead Counsel with authority to coordinate the efforts of all co-counsel firms as set forth in this Agreement. Such authorization is evidenced by the Client Acknowledgment and Consent set forth at the end of this Agreement, and is consistent with the terms of each firm's separate engagement letter with TMC.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Agreement" means this Co-Counsel Coordination Agreement, including all Exhibits attached hereto, as the same may be amended from time to time in accordance with Section 12.2.
1.2 "Client" means Torchlight Mining Corp. and its wholly-owned U.S. subsidiaries, namely Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC, collectively.
1.3 "Consent Decree" means the proposed consent decree to be negotiated, lodged, and entered in Civil Action No. 9:24-cv-00087-DWM, United States of America and State of Montana v. Torchlight Mining Corp. et al., in the United States District Court for the District of Montana, Missoula Division, including all appendices, attachments, exhibits, and ancillary instruments incorporated therein or executed in connection therewith.
1.4 "Co-Counsel" means HDW, sagebrush, and BTC, individually or collectively as the context requires.
1.5 "Effective Date" means November 1, 2024.
1.6 "Government Parties" means the United States of America, acting through the EPA and DOJ ENRD, together with the State of Montana (acting through MT DEQ and the Office of the Montana Attorney General), the State of Nevada (acting through NV DEP and the Office of the Nevada Attorney General), and the State of West Virginia (acting through WV DEP and the Office of the West Virginia Attorney General), individually or collectively as the context requires.
1.7 "Lead Counsel" means Calderwood & Harkness LLP.
1.8 "Matter" means the multi-site EPA compliance and consent-decree negotiation, including Civil Action No. 9:24-cv-00087-DWM, and all ancillary regulatory, administrative, transactional, and judicial proceedings related thereto, whether federal or state, arising from or connected with the enforcement action described in Recital B.
1.9 "Matter Number" means C&H Matter No. 1039-00003.
1.10 "Privileged Materials" means all communications, memoranda, analyses, draft documents, attorney notes, legal opinions, work product, and other materials that are subject to the attorney-client privilege, the work-product doctrine (Fed. R. Civ. P. 26(b)(3)), or the common-interest privilege, whether generated by Lead Counsel, any Co-Counsel, the Client, or any agent or consultant of the foregoing in connection with the Matter.
1.11 "Sites" means the Ridgecrest Copper-Molybdenum Mine, the Gallatin Chemical Works, the Bonanza Creek Gold Mine, and the Kanawha Bend Chemical Plant, individually or collectively as the context requires.
ARTICLE II — DESIGNATION OF LEAD COUNSEL AND SCOPE OF AUTHORITY
2.1 Lead Counsel Designation. Calderwood & Harkness LLP is hereby designated as Lead Counsel for the Matter with overall strategic and tactical authority for the representation of the Client in all aspects of the consent-decree negotiation, federal court proceedings, and cross-jurisdictional matters arising from or relating to the Matter. The designation of C&H as Lead Counsel reflects the Client's authorization as set forth in Recital G and the C&H Engagement Letter. The following C&H attorneys shall serve as the primary personnel for the Matter:
(a) Harrison Wexford — Responsible Partner. Mr. Wexford shall have primary supervisory and client-relationship responsibility for the Matter and shall serve as the senior point of contact for all strategic decisions.
(b) Beatrice Holloway — Billing Partner. Ms. Holloway shall be responsible for billing administration, fee-cap monitoring, and financial reporting to the Client.
(c) Elliot Nguyen — Lead Associate. Mr. Nguyen shall serve as the day-to-day coordinator for the Matter and the primary point of contact for Co-Counsel on operational and substantive matters.
(d) Grace Nakamura — Working Associate. Ms. Nakamura shall support Mr. Nguyen in drafting, research, and analysis and shall serve as a secondary point of contact for Co-Counsel.
C&H may, from time to time, assign additional attorneys, paralegals, or other professional staff to the Matter as warranted by workload and case developments. C&H shall notify Co-Counsel and the Client of any material changes to its Matter staffing.
2.2 Scope of Lead Counsel Authority. Lead Counsel's authority shall encompass the following:
(a) Overall Strategy. Formulation, refinement, and implementation of the overall strategy for the consent-decree negotiations with DOJ (Philip Orenstein, Trial Attorney, ENRD; Katherine Rowe-Halpern, Senior Counsel, ENRD) and EPA (Margaret Coulson, Director, Office of Civil Enforcement, Office of Enforcement and Compliance Assurance ("OECA")), and for the Client's overall posture with respect to the Government Parties.
(b) Consent Decree Drafting. Primary responsibility for drafting, reviewing, negotiating, and finalizing all provisions of the Consent Decree, all appendices thereto (including remediation work plans, remediation schedules, SEP agreements, financial-assurance provisions, reporting requirements, stipulated penalty provisions, force majeure clauses, and dispute resolution procedures), and all ancillary federal instruments relating to the Consent Decree.
(c) Federal Court Filings. Preparation, review, and filing of all pleadings, motions, briefs, responses, and other documents in the United States District Court for the District of Montana, Missoula Division, in connection with Civil Action No. 9:24-cv-00087-DWM, including the lodging of the Consent Decree, the motion for entry, and any responsive briefing.
(d) Client Coordination. Primary point of contact for coordination and communication with the Client's management and decision-makers, including:
(i) Douglas K. Prennell, Chief Executive Officer, TMC;
(ii) Miriam Soo-Hwan Park, General Counsel, TMC;
(iii) Gareth Linford, Vice President, Environment, Health & Safety, TMC; and
(iv) Carolyn Bracebridge, Chief Financial Officer, TMC.
(e) Coordination with Client Advisors. Primary point of coordination with the Client's other professional advisors, including but not limited to:
(i) Pinnacle Creek Environmental, LLC, environmental remediation consultant (lead contact: Dr. Astrid Bergmann, P.E., Principal);
(ii) Northspire Capital Markets, Inc., financial advisor (lead contact: Vivian Okafor, Managing Director);
(iii) Ridgeline Accounting Partners LLP, auditor (lead contact: Frances Whitmore, CPA, CA, Audit Partner);
(iv) Ironbark Surety of America, Inc., surety bond provider (lead contact: Thomas Rennick, Senior Vice President, Environmental Surety);
(v) Larchfield Trust Company, N.A., trustee for remediation trust fund (lead contact: David Henshaw, Senior Vice President, Environmental Trust Services);
(vi) Meridian Environmental Insurance Company, pollution legal liability insurer (lead contact: Sheila Grantham, Vice President, Environmental Claims); and
(vii) Clearwater Mutual Services, Inc., directors' and officers' liability insurer (lead contact: Brendan Forsythe, Claims Manager).
(f) Government Communications. All communications with the Government Parties on federal matters, cross-jurisdictional matters, or matters of overall case strategy, including but not limited to direct negotiations with DOJ, EPA OECA, EPA Regional offices, and state counsel on any matter that could affect the terms, scope, or enforceability of the Consent Decree.
(g) Approval of Co-Counsel Positions. Review and approval of all substantive positions to be taken by Co-Counsel in state-level proceedings to ensure consistency with the federal consent-decree strategy and the Client's overall legal and business objectives. Co-Counsel shall not take any substantive legal position in any state proceeding, regulatory filing, or agency communication that has not been reviewed and approved by Lead Counsel, except in exigent circumstances where time does not permit prior consultation, in which case Co-Counsel shall promptly notify Lead Counsel of the position taken and the circumstances requiring immediate action.
2.3 Decisions Requiring Client Approval. Notwithstanding C&H's authority as Lead Counsel, the following decisions require express written approval of the Client (through Miriam Soo-Hwan Park, General Counsel, TMC, or such other officer as TMC may designate in writing):
(a) Agreement on aggregate remediation costs and schedules. The current estimated aggregate remediation costs for all four Sites are approximately $343.5 million in nominal dollars (approximately $245.1 million on a net-present-value basis at a 3% discount rate, as calculated by Northspire Capital Markets, Inc.). Any agreement with the Government Parties that would commit the Client to aggregate remediation expenditures materially in excess of, or materially different in scope from, these estimates shall require Client approval.
(b) Agreement on civil penalty amount. The current penalty exposure across all four Sites, as estimated by Lead Counsel, is approximately $31.5 million in the aggregate. Any agreement on a final civil penalty amount or payment schedule shall require Client approval.
(c) Agreement on supplemental environmental project ("SEP") commitments. The current proposed SEP commitments total approximately $12.0 million across three projects:
(i) Flint Creek Watershed Restoration Project — $5.5 million (Montana);
(ii) Battle Mountain Community Drinking Water Improvement Project — $3.5 million (Nevada); and
(iii) Institute Community Air Quality Monitoring Network — $3.0 million (West Virginia).
Any agreement on SEP scope, cost, or schedule shall require Client approval.
(d) Financial assurance commitments. The current proposed financial assurance package totals approximately $245.0 million, consisting of a surety bond in the amount of $165.0 million to be issued by Ironbark Surety of America, Inc., and a remediation trust fund in the amount of $80.0 million to be established at Larchfield Trust Company, N.A. Any agreement on financial assurance amounts, forms, or terms shall require Client approval.
(e) Any settlement or compromise of any claim asserted by or against the Client in connection with the Matter.
(f) Any public statement on behalf of the Client regarding the Matter, the Consent Decree, or the Client's environmental compliance.
Lead Counsel shall present all decisions requiring Client approval in writing, with a recommendation and supporting analysis, sufficiently in advance of any deadline to permit meaningful Client review and deliberation.
ARTICLE III — ROLES AND RESPONSIBILITIES OF CO-COUNSEL
3.1 Holcroft, Dane & Weiss LLP (Montana Local Counsel).
(a) Lead Partner. Russell Dane shall serve as HDW's lead partner for the Matter. Mr. Dane is admitted to practice in all courts of the State of Montana, the United States District Court for the District of Montana, and the United States Court of Appeals for the Ninth Circuit.
(b) Jurisdictional Responsibility. HDW shall serve as the Client's Montana-licensed local counsel, with primary responsibility for coordination with the Montana Department of Environmental Quality ("MT DEQ") and the Montana Attorney General's Office. The lead state counsel for the Government Parties in Montana is Annika Hedstrom, Assistant Attorney General, Natural Resources Unit, Montana Attorney General's Office.
(c) Site Responsibility. HDW shall have primary local-counsel responsibility for all matters relating to the Ridgecrest Copper-Molybdenum Mine (Drummond, Granite County, Montana) and the Gallatin Chemical Works (Belgrade, Gallatin County, Montana).
(d) Specific Duties. HDW's specific duties shall include the following:
(i) State court filings and appearances in Montana state courts as needed, including but not limited to any proceedings before the Montana First Judicial District Court (Lewis and Clark County) or any other court of competent jurisdiction in Montana;
(ii) Montana environmental permit matters, including Montana Pollutant Discharge Elimination System ("MPDES") permits for the Ridgecrest and Gallatin facilities and hard rock mining reclamation permits issued under the Montana Metal Mine Reclamation Act, Mont. Code Ann. § 82-4-301 et seq.;
(iii) Coordination with EPA Region 8 on site-specific matters relating to the Ridgecrest and Gallatin Sites, including communications with Dr. Samuel Tesfaye, EPA Region 8 Project Coordinator for the Ridgecrest Mine, and other EPA Region 8 personnel as appropriate, subject to Lead Counsel oversight;
(iv) Review of and comment on all Consent Decree provisions specific to the Ridgecrest and Gallatin Sites, including remediation work plans, remediation schedules, monitoring requirements, stipulated penalty provisions, and reporting obligations for those Sites;
(v) Liaison with Pinnacle Creek Environmental, LLC, the Client's environmental remediation consultant headquartered in Bozeman, Montana, regarding site-specific remediation matters for the Ridgecrest and Gallatin Sites, including review of remediation work plans, sampling data, and technical memoranda prepared by Dr. Astrid Bergmann and her team; and
(vi) Support for the Flint Creek Watershed Restoration Project SEP ($5.5 million commitment), including coordination with Montana state agencies (MT DEQ, Montana Fish, Wildlife & Parks) and local stakeholders, review of SEP agreement language, and monitoring of compliance with SEP milestones.
3.2 sagebrush Law Group, PLLC (Nevada Local Counsel).
(a) Lead Partner. Denise Quartaro shall serve as sagebrush's lead partner for the Matter. Ms. Quartaro is admitted to practice in all courts of the State of Nevada, the United States District Court for the District of Nevada, and the United States Court of Appeals for the Ninth Circuit.
(b) Jurisdictional Responsibility. sagebrush shall serve as the Client's Nevada-licensed local counsel, with primary responsibility for coordination with the Nevada Division of Environmental Protection ("NV DEP") and the Nevada Attorney General's Office. The lead state counsel for the Government Parties in Nevada is Ricardo Fuentes, Deputy Attorney General, Bureau of Litigation, Nevada Attorney General's Office.
(c) Site Responsibility. sagebrush shall have primary local-counsel responsibility for all matters relating to the Bonanza Creek Gold Mine (Lander County, Nevada).
(d) Specific Duties. sagebrush's specific duties shall include the following:
(i) State court filings and appearances in Nevada state courts as needed, including but not limited to any proceedings before the Sixth Judicial District Court of the State of Nevada (Lander County) or any other court of competent jurisdiction in Nevada;
(ii) Nevada environmental permit matters, including water pollution control permits issued under Nev. Rev. Stat. § 445A.300 et seq., mining reclamation permits issued under the Nevada Reclamation of Land Disturbed by Mining Operations Act, Nev. Rev. Stat. § 519A.010 et seq., and any other state permits or approvals required for the Bonanza Creek Mine's operations and remediation activities;
(iii) Coordination with EPA Region 9 on site-specific matters relating to the Bonanza Creek Site, including communications with Jennifer Whitfield, EPA Region 9 Project Coordinator for the Bonanza Creek Mine, and other EPA Region 9 personnel as appropriate, subject to Lead Counsel oversight;
(iv) Review of and comment on all Consent Decree provisions specific to the Bonanza Creek Site, including but not limited to the heap-leach pad liner repair and containment plan, cyanide solution management protocols, groundwater monitoring requirements, and closure/post-closure obligations;
(v) Support for the Battle Mountain Community Drinking Water Improvement Project SEP ($3.5 million commitment), including coordination with Nevada state agencies (NV DEP, Nevada Division of Water Resources) and local agencies (Lander County Commission, Battle Mountain Water and Sewer Department), review of SEP agreement language, and monitoring of compliance with SEP milestones; and
(vi) Advising on Nevada water rights issues affecting Bonanza Creek Mining, LLC (Nevada Secretary of State Entity No. E0518294731), including the status and transferability of water rights associated with the Bonanza Creek Mine's operations, appropriation permits, and any state water law implications of the proposed remediation plan.
3.3 Baxter, Tully & Crane PLLC (West Virginia Local Counsel).
(a) Lead Partner. Nathan Tully shall serve as BTC's lead partner for the Matter. Mr. Tully is admitted to practice in all courts of the State of West Virginia, the United States District Court for the Southern District of West Virginia, the United States District Court for the Northern District of West Virginia, and the United States Court of Appeals for the Fourth Circuit.
(b) Jurisdictional Responsibility. BTC shall serve as the Client's West Virginia-licensed local counsel, with primary responsibility for coordination with the West Virginia Department of Environmental Protection ("WV DEP") and the West Virginia Attorney General's Office. The lead state counsel for the Government Parties in West Virginia is Loretta May Hatcher, Assistant Attorney General, Environmental Protection Division, West Virginia Attorney General's Office.
(c) Site Responsibility. BTC shall have primary local-counsel responsibility for all matters relating to the Kanawha Bend Chemical Plant (Institute, Kanawha County, West Virginia).
(d) Specific Duties. BTC's specific duties shall include the following:
(i) State court filings and appearances in West Virginia state courts as needed, including but not limited to any proceedings before the Circuit Court of Kanawha County, West Virginia, or any other court of competent jurisdiction in West Virginia;
(ii) West Virginia environmental permit matters, including National Pollutant Discharge Elimination System ("NPDES") permits administered by WV DEP and RCRA state-authorized permits for hazardous waste treatment, storage, and disposal, including Permit No. WVD048823915, which covers the Kanawha Bend facility's hazardous waste management units;
(iii) Review of and comment on all Consent Decree provisions specific to the Kanawha Bend Site, including but not limited to interim stabilization measures for contaminated areas, soil and groundwater remediation requirements, corrective action milestones, and facility closure provisions;
(iv) Support for the Institute Community Air Quality Monitoring Network SEP ($3.0 million commitment), including coordination with West Virginia state and local agencies (WV DEP Division of Air Quality, Kanawha County Commission, Institute community organizations), review of SEP agreement language, and monitoring of compliance with SEP milestones; and
(v) Advising on state-specific RCRA corrective action requirements applicable to the Kanawha Bend Chemical Plant under West Virginia's authorized RCRA program, including any state-specific corrective action orders, interim measures, or facility investigations that may be required by WV DEP in parallel with or in addition to the obligations set forth in the Consent Decree.
3.4 General Co-Counsel Obligations. In addition to the site-specific and jurisdictional duties set forth in Sections 3.1 through 3.3, all Co-Counsel firms shall:
(a) Keep Lead Counsel promptly informed of all material developments in state-level proceedings, including but not limited to any communications (whether written or oral) with state regulatory agencies, state counsel, or state courts; any regulatory inspections, notices of violation, or compliance orders; and any changes in state regulatory requirements that could affect the Matter;
(b) Provide Lead Counsel with copies of all correspondence, filings, memoranda, and other documents exchanged with state agencies, state counsel, or state courts within two (2) business days of creation, transmission, or receipt;
(c) Obtain Lead Counsel approval before taking any substantive legal position in state-level proceedings, regulatory filings, permit applications, or agency communications that could affect the Consent Decree, the federal enforcement posture, or the Client's overall legal or business interests, except in exigent circumstances as provided in Section 2.2(g);
(d) Attend all coordination calls, meetings, and strategy sessions scheduled pursuant to Article IV, and provide timely written input for consolidated status reports and other communications to the Client;
(e) Comply with the Client's litigation hold and document preservation obligations as set forth in the Litigation Hold Notice / Preservation Memorandum dated October 23, 2024, issued by C&H on behalf of TMC, a copy of which has been provided to each Co-Counsel firm. Each Co-Counsel firm shall implement appropriate internal procedures to ensure compliance with the litigation hold within its own organization and shall certify such compliance to Lead Counsel upon request; and
(f) Promptly notify Lead Counsel of any matter that may give rise to a conflict of interest, a malpractice claim, or any other issue that could impair the firm's ability to provide effective representation of the Client in the Matter.
ARTICLE IV — COMMUNICATION AND COORDINATION PROTOCOLS
4.1 Primary Points of Contact. The following individuals shall serve as the primary points of contact for purposes of day-to-day communication and coordination among the firms and with the Client:
Full contact information for each individual, including direct telephone numbers, email addresses, and mailing addresses, is set forth in Exhibit A attached hereto. Each party shall promptly notify all other parties of any change in its primary or secondary point of contact.
4.2 Regular Coordination Calls. Lead Counsel shall schedule and chair a weekly coordination call among all counsel, to be held each Tuesday at 2:00 p.m. Eastern Time / 12:00 p.m. Mountain Time / 11:00 a.m. Pacific Time (or such other day and time as Lead Counsel may designate from time to time). Lead Counsel shall circulate an agenda for each weekly call no later than the close of business on the preceding Friday. Each Co-Counsel firm shall submit agenda items to Lead Counsel no later than 12:00 p.m. Eastern Time on the preceding Friday. Lead Counsel shall prepare and circulate minutes of each call within two (2) business days. Additional ad hoc calls shall be scheduled as needed for time-sensitive matters, at the direction of Lead Counsel or upon request by any party.
4.3 In-Person Meetings. Periodic in-person strategy sessions shall be convened at Lead Counsel's direction. In-person meetings may be held at:
(a) The Client's U.S. headquarters at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601;
(b) Lead Counsel's offices in New York, New York;
(c) The offices of the relevant Co-Counsel firm, as appropriate to the subject matter of the meeting; or
(d) Such other location as Lead Counsel may designate in consultation with the parties.
Lead Counsel shall provide no fewer than ten (10) business days' advance notice of any in-person meeting, except in exigent circumstances. Travel costs associated with in-person meetings shall be treated as extraordinary expenses subject to Section 7.4.
4.4 Communication with Government Parties. All communications with the Government Parties — including DOJ (Philip Orenstein, Trial Attorney, ENRD; Katherine Rowe-Halpern, Senior Counsel, ENRD), EPA (Margaret Coulson, Director, OECA Office of Civil Enforcement; Dr. Samuel Tesfaye, EPA Region 8 Project Coordinator; Jennifer Whitfield, EPA Region 9 Project Coordinator), and state counsel (Annika Hedstrom, Montana AAG; Ricardo Fuentes, Nevada DAG; Loretta May Hatcher, West Virginia AAG) — on federal or cross-jurisdictional matters shall be conducted exclusively by or through Lead Counsel.
Co-Counsel may communicate directly with the relevant state counsel and state regulatory agencies on purely state-specific matters falling within their jurisdictional responsibility (e.g., state permit applications, state inspection scheduling, state agency information requests), provided that:
(a) Lead Counsel is copied on all written communications (including email) with state counsel or state agencies;
(b) Lead Counsel is promptly informed of the substance of all oral communications with state counsel or state agencies, and a written summary of any such oral communication is provided to Lead Counsel within one (1) business day; and
(c) No Co-Counsel takes any position in communications with state counsel or agencies that has not been approved by Lead Counsel, as provided in Section 2.2(g).
4.5 Communication with Client Advisors. Lead Counsel shall serve as the primary point of coordination with the Client's other professional advisors, including Pinnacle Creek Environmental, LLC, Northspire Capital Markets, Inc., Ridgeline Accounting Partners LLP, Ironbark Surety of America, Inc., Larchfield Trust Company, N.A., Meridian Environmental Insurance Company, and Clearwater Mutual Services, Inc. Co-Counsel may communicate directly with these advisors on site-specific matters within their jurisdictional responsibility, provided that Lead Counsel is copied on all written communications and promptly informed of the substance of all oral communications. No Co-Counsel shall direct or authorize any work by the Client's advisors without Lead Counsel's prior approval.
4.6 Communication with the Court. All filings, correspondence, and communications with the United States District Court for the District of Montana (Hon. Donald W. Molloy, Senior U.S. District Judge; Magistrate Judge Clara Finnegan), including but not limited to pleadings, motions, status reports, and scheduling communications, shall be prepared and filed by Lead Counsel. HDW shall provide Montana bar admission support for any pro hac vice applications, local filing requirements, or local rules compliance matters. No Co-Counsel shall file any document with the Court or communicate with the Court or its staff regarding the Matter without Lead Counsel's prior written authorization.
4.7 Reporting to Client. Lead Counsel shall be responsible for preparing and delivering consolidated status reports to the Client on a regular basis (not less than bi-weekly during active negotiation phases, and monthly during periods of lower activity). All status reports shall be directed to Miriam Soo-Hwan Park, General Counsel, TMC, with copies to Gareth Linford, VP EHS, and such other Client personnel as the Client may designate. Co-Counsel shall provide timely input for consolidated reports, including updates on site-specific and state-level developments, and shall submit such input to Lead Counsel no later than two (2) business days prior to the scheduled report delivery date. Co-Counsel shall not provide separate status reports to the Client, or communicate with the Client regarding case strategy, without Lead Counsel's prior knowledge and approval. The foregoing restriction does not prevent Co-Counsel from responding to routine administrative inquiries from Client personnel, provided that Lead Counsel is promptly informed of any such communications.
ARTICLE V — DOCUMENT MANAGEMENT AND INFORMATION SHARING
5.1 Centralized Document Repository. Lead Counsel shall establish and maintain a centralized, secure, cloud-based document management system (the "Document Repository") for the storage, organization, and sharing of all Matter-related documents, correspondence, memoranda, work product, and other materials. The Document Repository shall be hosted on Lead Counsel's secure platform and shall be accessible to authorized users of each firm via encrypted web access. Lead Counsel shall provide each Co-Counsel firm with appropriate user credentials and access instructions within five (5) business days of the Effective Date.
Each Co-Counsel firm shall upload all relevant documents, correspondence, agency communications, draft filings, work product, and other Matter-related materials to the Document Repository within two (2) business days of creation, transmission, or receipt. For purposes of this Section, "relevant documents" include all documents relating to the Matter, whether generated internally by the Co-Counsel firm or received from external sources, including but not limited to correspondence with state agencies, regulatory filings, permits, inspection reports, technical data, and attorney work product.
5.2 Document Naming and Organization. All documents uploaded to the Document Repository shall be organized in accordance with the following structure:
(a) By Site: Ridgecrest / Gallatin / Bonanza Creek / Kanawha Bend / Cross-Site;
(b) By Category: Correspondence / Filings / Work Product / Regulatory / Technical / Financial / Insurance / SEP / Privilege Log;
(c) By Date: Documents shall be named using the following convention: [YYYY-MM-DD]\[Site Code]\[Category Code]\[Brief Description].[Extension]. For example: 2024-11-05\RC\CORR\MTDEQResponseToInformationRequest.pdf.
Lead Counsel shall circulate a detailed Document Naming and Organization Protocol to all Co-Counsel within five (5) business days of the Effective Date. All parties shall adhere to this protocol. Questions regarding document classification or naming shall be directed to Elliot Nguyen, Lead Associate, C&H.
5.3 Access Controls. Access to the Document Repository, and to Privileged Materials in particular, shall be limited to authorized attorneys, paralegals, and support staff of the parties to this Agreement, and to authorized Client personnel, consistent with the privilege preservation obligations set forth in Article VI. Lead Counsel shall maintain a current access log identifying all individuals with access to the Document Repository and shall review the access list quarterly or more frequently as warranted. Each firm shall promptly notify Lead Counsel of any departures, reassignments, or other changes that require modification of access permissions. Lead Counsel shall have the ability to restrict access to specific folders or documents on a need-to-know basis.
5.4 Litigation Hold Compliance. All parties acknowledge receipt of the Litigation Hold Notice / Preservation Memorandum dated October 23, 2024, issued by C&H on behalf of TMC (the "Litigation Hold"). Each party shall ensure compliance with the Litigation Hold within its respective organization, including but not limited to the preservation of all documents, electronically stored information, and tangible materials potentially relevant to the Matter, in accordance with the specific instructions set forth in the Litigation Hold. Each Co-Counsel firm shall designate a litigation hold compliance contact and shall certify compliance with the Litigation Hold to Lead Counsel within ten (10) business days of the Effective Date and at such intervals thereafter as Lead Counsel may reasonably request.
ARTICLE VI — PRIVILEGE AND CONFIDENTIALITY
6.1 Common Interest / Joint Defense. The parties acknowledge that they share a common legal interest in the representation of the Client in the Matter, and that this Agreement serves, in part, as a common-interest agreement for purposes of preserving the confidentiality and privilege of communications among the parties and with the Client relating to the Matter. All communications among the parties, and between the parties and the Client, relating to the Matter — including but not limited to legal analysis, strategic discussions, draft documents, work product, and attorney notes — are intended to be protected by the attorney-client privilege, the work-product doctrine (as codified in Fed. R. Civ. P. 26(b)(3) and applicable state analogues), and the common-interest privilege (also referred to as the "joint-defense privilege" or "allied-party privilege" in applicable jurisdictions). The parties intend that all such communications be made in confidence and in furtherance of the common legal interest of providing effective representation to the Client in the Matter.
6.2 No Waiver. The sharing of Privileged Materials among the parties to this Agreement, or with authorized Client personnel, shall not constitute a waiver of any applicable privilege or protection, including the attorney-client privilege, the work-product doctrine, or the common-interest privilege. Each party shall take reasonable steps to prevent the unauthorized disclosure of Privileged Materials, including but not limited to:
(a) Marking all Privileged Materials with appropriate legends (e.g., "ATTORNEY-CLIENT PRIVILEGE — CONFIDENTIAL" or "ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL");
(b) Transmitting Privileged Materials only to authorized recipients via secure channels;
(c) Maintaining reasonable information security controls, including password protection, encryption, and access restrictions; and
(d) Promptly notifying Lead Counsel and all other parties in the event of any inadvertent disclosure of Privileged Materials to any unauthorized person, so that appropriate steps may be taken to preserve the privilege.
In the event of an inadvertent disclosure of Privileged Materials, the parties shall cooperate in seeking to remedy the disclosure and to preserve applicable privileges, including by invoking the protections of Federal Rule of Evidence 502(b) and any applicable state analogues.
6.3 Confidentiality Obligations. All information shared among the parties relating to the Matter — whether or not such information constitutes Privileged Materials — shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of Lead Counsel and the Client, except:
(a) As required by applicable law, regulation, or court order;
(b) As required by applicable rules of professional conduct;
(c) To the extent necessary for the parties to perform their obligations under this Agreement; or
(d) To the extent that the information has become publicly available through no fault of the disclosing party.
If any party receives a subpoena, discovery request, or other legal process seeking disclosure of confidential information or Privileged Materials relating to the Matter, such party shall promptly notify Lead Counsel and the Client and shall cooperate with Lead Counsel in seeking appropriate protective relief.
6.4 Conflicts. Each party represents and warrants that, as of the Effective Date, it has conducted a thorough conflict check consistent with the applicable rules of professional conduct and that no conflicts of interest exist with respect to the representation of the Client in the Matter. Each party further represents that it has disclosed to the Client, through the applicable engagement letter process, any circumstances that could give rise to a potential conflict of interest or the appearance of a conflict of interest. Each party shall promptly notify Lead Counsel and the Client in writing if any actual or potential conflict of interest arises during the engagement, including but not limited to the acceptance of a new client whose interests may be adverse to the Client or the discovery of a previously unknown relationship with any Government Party, adverse party, or third party involved in the Matter.
ARTICLE VII — BILLING ARRANGEMENTS AND FEE ALLOCATION
7.1 C&H Billing Rates and Fee Cap. C&H's engagement for the Matter is governed by the C&H Engagement Letter with TMC dated October 21, 2024. C&H's standard hourly billing rates for the Matter are as follows:
C&H's engagement for the core scope of the Matter is subject to a fee cap of $4,500,000 (Four Million Five Hundred Thousand Dollars). The fee cap covers the following scope of work: consent-decree negotiation; remediation-schedule drafting; SEP agreement negotiation and documentation; financial-assurance structuring (including surety bond and remediation trust fund arrangements); and decree lodging, public comment, and entry. The fee cap does not cover, and the following matters are expressly excluded from the fee cap: (i) any subsequent litigation, including any challenge to the Consent Decree or motion to reopen; (ii) insurance-coverage recovery work; (iii) appellate proceedings; (iv) post-entry enforcement or compliance disputes; (v) unrelated matters; and (vi) any matter arising after the Effective Date of the Consent Decree that is not within the core scope described above.
C&H shall invoice the Client on a monthly basis, with payment due within thirty (30) days of the invoice date (net-30 terms). C&H shall provide periodic reports to the Client on cumulative fees and expenses incurred relative to the fee cap.
7.2 Co-Counsel Billing. Each Co-Counsel firm shall bill the Client directly pursuant to separate engagement letters between each such firm and TMC. Co-Counsel billing rates shall be as agreed between each Co-Counsel firm and the Client in the applicable engagement letter:
(a) HDW: Billing rates to be as specified in HDW's engagement letter with TMC;
(b) sagebrush: Billing rates to be as specified in sagebrush's engagement letter with TMC; and
(c) BTC: Billing rates to be as specified in BTC's engagement letter with TMC.
Co-Counsel fees and expenses are separate from, and are not included within, C&H's $4,500,000 fee cap. Each Co-Counsel firm shall be solely responsible for the accuracy and completeness of its invoices and for compliance with the billing terms set forth in its engagement letter with TMC.
7.3 Budget Coordination. To assist the Client in managing overall legal costs for the Matter, each Co-Counsel firm shall provide Lead Counsel with:
(a) A quarterly budget estimate for the upcoming quarter, broken down by major workstream and timekeeper, no later than fifteen (15) business days prior to the start of each calendar quarter;
(b) A quarterly actual-versus-budget reconciliation for the preceding quarter, identifying any material variances and the reasons therefor, no later than twenty (20) business days after the close of each calendar quarter; and
(c) An annual fee projection for the expected duration of the Co-Counsel's involvement in the Matter.
Lead Counsel shall compile the individual firm budgets and reconciliations into a consolidated legal-cost budget and report for submission to the Client, directed to Miriam Soo-Hwan Park, General Counsel, and Carolyn Bracebridge, Chief Financial Officer. Lead Counsel shall use reasonable efforts to identify and flag any budget concerns, including potential duplication or cost overruns, in the consolidated report.
7.4 Expense Reimbursement. Each party shall be responsible for its own ordinary operating expenses, including but not limited to office overhead, local telephone charges, routine photocopying, and local travel within its metropolitan area. Extraordinary expenses — including but not limited to expert witness engagement, independent consultant fees, travel for in-person negotiation sessions or meetings outside the firm's metropolitan area, large-scale document production or printing, court reporter fees, and specialized research databases — shall be pre-approved by the Client through Lead Counsel before they are incurred. Each party shall submit requests for pre-approval of extraordinary expenses to Lead Counsel in writing, with a description of the anticipated expense, the estimated amount, and the business justification. Lead Counsel shall forward such requests to the Client for approval in a timely manner.
7.5 No Fee Sharing. This Agreement does not create, and shall not be construed to create, a fee-sharing arrangement among the firms. Each firm is separately and independently retained by the Client pursuant to its own engagement letter and shall be solely responsible for its own fees, disbursements, and the quality of its work. No firm shall pay, receive, or share any portion of a fee earned by another firm, except as may be expressly agreed in writing by all affected firms and the Client in compliance with applicable rules of professional conduct.
7.6 Billing Disputes. Any billing dispute between the Client and a Co-Counsel firm shall be resolved directly between the Client and the relevant Co-Counsel firm, in accordance with the terms of the applicable engagement letter. Lead Counsel shall be available to facilitate discussion and resolution of billing disputes if requested by the Client or the Co-Counsel firm, but shall not serve as an arbitrator or decision-maker in any billing dispute to which it is not a party.
ARTICLE VIII — WORK ALLOCATION AND AVOIDANCE OF DUPLICATION
8.1 Task Assignment. Lead Counsel shall maintain a work-allocation matrix (the "Work Allocation Matrix") identifying the primary counsel and supporting counsel for each major workstream within the Matter. The initial Work Allocation Matrix is attached hereto as Exhibit B and is incorporated herein by reference. The Work Allocation Matrix may be updated from time to time by Lead Counsel as the Matter progresses. The current work-allocation assignments are as follows:
(a) Consent Decree Drafting and Negotiation. Lead: C&H. Support: all Co-Counsel for review and comment on site-specific provisions within their respective jurisdictional responsibilities.
(b) Remediation Work Plans and Schedules. Lead: C&H, in coordination with Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E.). Support: relevant Co-Counsel for state-specific regulatory requirements applicable to each Site (HDW for Ridgecrest and Gallatin; sagebrush for Bonanza Creek; BTC for Kanawha Bend).
(c) SEP Design and Agreements. Lead: C&H. Support: HDW (Flint Creek Watershed Restoration Project SEP, $5.5 million); sagebrush (Battle Mountain Community Drinking Water Improvement Project SEP, $3.5 million); BTC (Institute Community Air Quality Monitoring Network SEP, $3.0 million).
(d) Financial Assurance Structuring. Lead: C&H, in coordination with Northspire Capital Markets, Inc. (Vivian Okafor), Ironbark Surety of America, Inc. (Thomas Rennick), and Larchfield Trust Company, N.A. (David Henshaw). Support: Co-Counsel as needed for state-specific financial assurance requirements.
(e) State Permit Coordination. Lead: respective Co-Counsel within their jurisdictional responsibility (HDW for Montana permits; sagebrush for Nevada permits; BTC for West Virginia permits). Oversight: C&H, to ensure consistency with the Consent Decree and the Client's overall compliance strategy.
(f) State Court Filings. Lead: respective Co-Counsel within their jurisdictional responsibility. Oversight: C&H, to ensure consistency with the Client's overall legal posture.
(g) Federal Court Filings. Lead: C&H. Support: HDW, for Montana bar admission requirements, pro hac vice applications, and local rules compliance.
(h) Insurance Coverage Matters. Lead: C&H, including coordination with Meridian Environmental Insurance Company (Sheila Grantham) and Clearwater Mutual Services, Inc. (Brendan Forsythe). Co-Counsel to be consulted as needed for state-specific insurance issues.
8.2 Avoidance of Duplication. Each party acknowledges the importance of avoiding unnecessary duplication of effort in order to provide cost-effective representation to the Client. Co-Counsel shall not duplicate work being performed by Lead Counsel or by another Co-Counsel firm. Before commencing any significant legal research, drafting project, substantive analysis, or other work effort that is not clearly within the Co-Counsel firm's designated responsibilities under the Work Allocation Matrix, the Co-Counsel firm shall confirm the task assignment with Lead Counsel (through Elliot Nguyen, Lead Associate, or Harrison Wexford, Responsible Partner). If there is any uncertainty about whether a particular task falls within a Co-Counsel firm's designated scope, the Co-Counsel firm shall seek clarification from Lead Counsel before proceeding. In the event that Lead Counsel determines that duplicative work has been performed, Lead Counsel may direct the Client's attention to the duplication in connection with the consolidated billing report, and the firm responsible for the duplicative work may be required to write off the duplicative time.
8.3 Timely Completion. All work assignments shall include deadlines established by Lead Counsel, consistent with the overall timeline for the Matter. Key milestones for the Matter are as follows:
A detailed timeline is set forth in Exhibit C attached hereto. Lead Counsel shall communicate specific deadlines for each work assignment and shall monitor compliance with those deadlines. Co-Counsel shall promptly notify Lead Counsel of any anticipated delay in meeting an assigned deadline so that Lead Counsel may adjust the overall work plan accordingly and, if necessary, notify the Client.
ARTICLE IX — ETHICAL OBLIGATIONS AND PROFESSIONAL RESPONSIBILITY
9.1 Compliance with Rules of Professional Conduct. Each party shall at all times comply with the rules of professional conduct applicable in its jurisdiction of licensure, including:
(a) The Montana Rules of Professional Conduct (adopted by the Montana Supreme Court), applicable to HDW;
(b) The Nevada Rules of Professional Conduct (adopted by the Supreme Court of Nevada), applicable to sagebrush;
(c) The West Virginia Rules of Professional Conduct (adopted by the Supreme Court of Appeals of West Virginia), applicable to BTC; and
(d) The New York Rules of Professional Conduct (adopted by the Appellate Divisions of the Supreme Court of the State of New York), applicable to C&H.
In the event of any conflict between the provisions of this Agreement and any applicable rule of professional conduct, the rule of professional conduct shall control.
9.2 Duty of Competence and Diligence. Each party shall provide competent and diligent representation of the Client within its scope of responsibility under this Agreement, consistent with the standards of competence and diligence required by the applicable rules of professional conduct in its jurisdiction. Each firm shall assign appropriately qualified and experienced attorneys to the Matter and shall ensure that such attorneys maintain familiarity with the relevant areas of law, including federal and state environmental law, consent-decree practice, and the specific regulatory requirements applicable to the Sites within their jurisdictional responsibility.
9.3 Supervision. Lead Counsel acknowledges supervisory responsibility for the overall strategy and direction of the representation of the Client in the Matter. Lead Counsel's supervisory role extends to ensuring consistency of legal positions across jurisdictions, coordination of work product, and maintenance of the Client's overall litigation and negotiation posture. Notwithstanding the foregoing, each Co-Counsel firm retains independent professional judgment and responsibility for the quality of its own work, the supervision of its own attorneys and staff, and compliance with the rules of professional conduct in its jurisdiction. Nothing in this Agreement shall be construed to impose upon Lead Counsel a duty to supervise the internal operations or personnel decisions of any Co-Counsel firm, nor shall it be construed to relieve any Co-Counsel firm of its independent professional obligations to the Client.
9.4 Client Relationship. The Client's primary professional relationship for the Matter is with Lead Counsel. Co-Counsel's engagement by the Client is complementary to and coordinated through Lead Counsel. Each Co-Counsel firm acknowledges that its role is to support and supplement the representation provided by Lead Counsel, within the scope of its jurisdictional and site-specific responsibilities as defined in this Agreement, and not to serve as an independent or competing source of strategic direction for the Client. The Client retains the right to communicate directly with any Co-Counsel firm at any time, and nothing in this Agreement restricts the Client's access to any of its attorneys. However, to ensure effective coordination, Co-Counsel shall inform Lead Counsel promptly of any substantive communications with the Client.
ARTICLE X — DISPUTE RESOLUTION AMONG COUNSEL
10.1 Good-Faith Consultation. The parties recognize that disagreements may arise among the firms regarding strategy, work allocation, billing, or other matters arising under this Agreement. Any such disputes shall in the first instance be resolved by good-faith consultation among the lead partners designated for the Matter:
(a) Harrison Wexford, Partner, Calderwood & Harkness LLP;
(b) Russell Dane, Partner, Holcroft, Dane & Weiss LLP;
(c) Denise Quartaro, Partner, sagebrush Law Group, PLLC; and
(d) Nathan Tully, Partner, Baxter, Tully & Crane PLLC.
The lead partners shall meet or confer (by telephone, videoconference, or in person) within five (5) business days of any party's written notice of a dispute and shall use their best efforts to reach a mutually acceptable resolution promptly. All discussions among the lead partners regarding disputes shall be treated as confidential and shall not be disclosed to persons outside the firms without the consent of all parties, except as necessary to resolve the dispute.
10.2 Client Resolution. If the lead partners are unable to resolve a dispute through good-faith consultation within ten (10) business days of the initial notice of the dispute, the matter shall be referred to the Client (Miriam Soo-Hwan Park, General Counsel, TMC) for resolution. The referring party or parties shall provide the Client with a written summary of the dispute and the positions of the respective firms. The Client's decision on any such dispute shall be final and binding on all parties, and all parties shall promptly implement the Client's decision. Nothing in this Section limits the Client's authority to resolve any dispute among its counsel at any time, whether or not the dispute has been formally referred to the Client.
ARTICLE XI — TERM AND TERMINATION
11.1 Term. This Agreement shall be effective as of November 1, 2024 (the "Effective Date"), and shall remain in effect until the earliest of the following:
(a) Entry of the Consent Decree by the Court and the completion of all ancillary closing deliverables associated with the lodging, public comment, and entry process, including the execution and delivery of all financial assurance instruments;
(b) Termination of any individual Co-Counsel firm's engagement by the Client, with respect to that firm only (in which case this Agreement shall continue in effect among the remaining firms); or
(c) Mutual written agreement of all parties to terminate this Agreement.
Following the entry of the Consent Decree, the parties may, by mutual written agreement, extend this Agreement to cover post-entry compliance, enforcement, and remediation oversight matters, subject to such modifications as the parties and the Client may agree upon.
11.2 Termination of Individual Co-Counsel. The Client may terminate the engagement of

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