Locke Lord Llp As Counsel to the Debtors for Services Rendered and Reimbursement of Expenses Incurred July 1, 2021 Through July 31, 2021

Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 1 of 30

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

§ In re: § Chapter 11 § AGILON ENERGY HOLDINGS II LLC, et al. § Case No. 21-32156 (MI) § Debtors.1 § (Jointly Administered) §

SECOND MONTHLY FEE STATEMENT OF LOCKE LORD LLP AS COUNSEL TO THE DEBTORS FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED JULY 1, 2021 THROUGH JULY 31, 2021

Name of Applicant: Locke Lord LLP Applicant’s Role in Case: Counsel to the Debtors Date Order of Employment Signed: August 20, 2021 [Docket No. 147] Beginning of Period End of Period Time period covered by this Statement: July 1, 2021 July 31, 2021 Summary of Fees and Expenses Billed in this Statement Total professional fees billed in this statement: $204,791.50 Total professional fees requested in this statement (80%): $163,833.20 Reimbursable expenses requested in this statement: $70.86 Total amount of fees and expenses requested in this statement $163,904.06 (80% professional fees and 100% expenses):

1 The debtors and debtors in possession in these Chapter 11 Cases, along with the last four digits of their respective Employer Identification Numbers, are as follows: Agilon Energy Holdings II LLC (3389), Case No. 21-32156; Victoria Port Power LLC (4894), Case No. 21-32157; and Victoria City Power LLC (4169), Case No. 21-32158. The Debtors’ mailing address is: 480 Wildwood Forest Drive, Suite 475, Spring, Texas 77380.

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Pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy

Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule

2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the Southern District of Texas (the “Local Rules”), the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 144]

(the “Interim Compensation Order”), and the Order Authorizing the Employment and Retention of Locke Lord LLP as Attorneys for the Debtors and Debtors in Possession Effective June 27, 2021

[Docket No. 147], the law firm of Locke Lord LLP (“Locke Lord”), as counsel to the Agilon

Energy Holdings II LLC, Victoria Port Power LLC, and Victoria City Power LLC (collectively, the “Debtors”) in these jointly-administered chapter 11 cases, hereby files its Second Monthly Fee

Statement seeking compensation for fees and expenses incurred from July 1, 2021, through July

31, 2021 (the “Monthly Fee Statement”). Based on the Monthly Fee Statement and pursuant to the Interim Compensation Order, Locke Lord seeks payment of eighty percent of its fees for professional services rendered to the Debtors (eighty percent of $204,791.50, which is

$163,833.20) and reimbursement of its actual and necessary expenses ($70.86), for a total of

$163,904.06 for the period from July 1, 2021, through and including July 31, 2021 (the “Fee

Period”).

Itemization of Services Rendered and Disbursements Incurred

1. In support of this Monthly Fee Statement, attached are the following exhibits:

 Exhibit A is a schedule of the number of hours expended and fees incurred (on an aggregate basis) by Locke Lord attorneys and paraprofessionals during the Fee Period with respect to each of the standard Task Codes.

 Exhibit B is a schedule providing relevant information about the Locke Lord attorneys and paraprofessionals for whose work for the Debtors compensation is sought through this Monthly Fee Statement.

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 Exhibit C is a schedule setting out the total amount of reimbursement sought with respect to each category of expenses for which Locke Lord seeks reimbursement through this Monthly Fee Statement. All of these disbursements comprise the requested sum for Locke Lord’s out-of-pocket expenses.

 Exhibit D is the detailed description of the fees and expenses incurred by Locke Lord during the Fee Period in rendering professional services to the Debtors.

Notice and Objection Procedures

2. In accordance with the Interim Compensation Order, this Monthly Fee Statement has been served via electronic mail upon the following parties (collectively, the “Fee Notice

Parties”):

(a) The Debtors c/o Agilon Energy Holdings II LLC, Attn: Hugh Smith ([email protected]);

(b) The attorneys for the Debtors, Locke Lord LLP, Attn: Elizabeth M. Guffy and Simon R. Mayer ([email protected], and [email protected]);

(c) The attorneys for the Senior Secured Noteholders, (A) Morgan, Lewis & Bockius LLP, Attn: Julia Frost-Davies, David Lawton, and David M. Riley ([email protected], [email protected], and [email protected]) and

(B) Gray Reed & McGraw LLP, Attn: Paul D. Moak and Amber M. Carson ([email protected] and [email protected]);

(d) The Office of the United States Trustee for the Southern District of Texas, Attn: Stephen Statham and Jana S. Whitworth ([email protected] and [email protected]); and

(e) The proposed attorneys for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Michael Warner and Benjamin Wallen ([email protected] and [email protected]).

3. Pursuant to the Interim Compensation Order, objections to this Monthly Fee

Statement (an “Objection”), if any, must be served upon the Fee Notice Parties and Locke Lord no later than fourteen (14) days after service of this Monthly Fee Statement (the “Objection

Deadline”), setting forth the precise nature of, and basis for, the Objection and the amount of fees

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or expenses at issue. Upon the expiration of the Objection Deadline, the Debtors will be authorized and directed to pay Locke Lord an amount equal to the lesser of (a) eighty percent (80%) of the fee and one hundred percent (100%) of the expenses requested in this Monthly Fee Statement, and

(b) the aggregate amount of fees and expenses not subject to Objection.

4. All fees and expenses in this Monthly Fee Statement will be included in the next interim fee application for compensation and reimbursement of expenses to be filed and served by

Locke Lord at a later date.

Representations

5. Although Locke Lord has used its reasonable best efforts to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Monthly

Fee Statement due to delays caused by accounting and processing during the Fee Period. Locke

Lord reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent Monthly Fee Statements will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation

Order.

Locke Lord requests payment of its fees and expenses incurred during the Fee Period in the total amount of $163,904.06, consisting of $163,833.20, which is 80% of the fees for reasonable and necessary professional services rendered by Locke Lord to the Debtors, and $70.86 for actual necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the chapter 11 cases.

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Dated: August 27, 2021

Respectfully submitted,

/s/ Simon R. Mayer Elizabeth M. Guffy Texas Bar No. 08592525 Simon R. Mayer Texas Bar No. 24060243 LOCKE LORD LLP 600 Travis St., Suite 2800 Houston, TX 77002 Telephone: (713) 226-1200 Facsimile: (713) 223-3717 Email: [email protected] [email protected]

Attorneys for Agilon Energy Holdings II LLC, et al.

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CERTIFICATE OF SERVICE

I hereby certify that on August 27, 2021, a true and correct copy of the foregoing document was filed and served (i) via the Court’s electronic case filing and noticing system to all parties registered to receive electronic notices in this matter and (ii) via electronic mail on the following Fee Notice Parties in accordance with the Interim Compensation Order:

(a) The Debtors c/o Agilon Energy Holdings II LLC,

Attn: Hugh Smith ([email protected]);

(b) The attorneys for the Debtors, Locke Lord LLP, Attn: Elizabeth M. Guffy and Simon R. Mayer ([email protected], and [email protected]);

(B) Gray Reed & McGraw LLP, Attn: Paul D. Moak and Amber M. Carson ([email protected] and [email protected]);

(d) The Office of the United States Trustee for the Southern District of Texas, Attn: Stephen Statham and Jana S. Whitworth ([email protected] and [email protected]); and

(e) The proposed attorneys for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Michael Warner and Benjamin Wallen ([email protected] and [email protected]).

/s/ Simon R. Mayer Simon R. Mayer

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EXHIBIT A

Summary of Legal Fees for the Fee Period

Task Task Number of Amount of Code Description Hours Fees

B110 Case Administration 23.2 $20,003.00 B120 Asset Analysis and Recovery 3.3 $2,121.00 B130 Asset Disposition 5.5 $4,747.50 B150 Meetings and Communications with Creditors 1.5 $1,265.50 B160 Professional Retention/Employment/Fee Applications 83.3 $66,430.50 B185 Assumption / Rekjection of Leases 1.4 $1,267.50 B210 Business Operations 48 $41,904.50 B230 Financing / Cash Collections 71.9 $61,102.00 B310 Claims Administration 6.6 $5,950.00

TOTALS: 244.7 $204,791.50

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EXHIBIT B

Summary of Hours Billed by Locke Lord Attorneys and Paraprofessionals

Timekeeper Title Year Department Hourly Total Total Fees Admitted Billing Rate Hours Billed

Eric Boylan Associate 2017 Litigation $515.00 6.6 $3,399.00 Elizabeth M. Guffy Senior Counsel 1987 Litigation $905.00 95.9 $86,789.50 Simon R. Mayer Senior Counsel 2007 Litigation $790.00 129.9 $102,621.00 Mark W. Miller Partner 1991 Corporate $1,060.00 10.7 $11,342.00 Joyce Sanchez Paralegal NA Corporate $400.00 1.6 $640.00

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EXHIBIT C

Summary of Expenses for the Fee Period

Expense Category Service Provider(s) Total Expenses Fed Ex Shipments Federal Express $54.76 Postage U.S. Mail $16.10

TOTAL: $70.86

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EXHIBIT D

Detailed Description of Fees, Expenses and Disbursements

Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 11 of 30 3400 JPMorgan Chase Tower 600 Travis Houston, TX 77002 Telephone: (713) 226-1200 Fax: (713) 223-3717 www.lockelord.com Tax ID: 74-1164324

Agilon Energy August 20, 2021 5850 San Felipe Road Invoice No.: 1670350 Suite 601 Houston, TX 77057

Total amount due for the legal fees and expenses rendered in connection with the referenced matter through July 31, 2021 $204,862.36

File Number: 0030084.00002 Re: Chapter 11 Filings

B110 Case Administration ATTY HOURS VALUE B110 07/01/21 Phone call with US Trustee regarding case administration. SRM 0.10 79.00 B110 07/02/21 Email team regarding establishment of new bank accounts. SRM 0.30 237.00 B110 07/02/21 Work on motion to extend deadline to file schedules and related SRM 1.30 1,027.00 order. B110 07/02/21 Email financial advisor team regarding pending matters. SRM 0.20 158.00 B110 07/02/21 Review email regarding pending litigation and email to Hugh Smith EG 0.40 362.00 regarding need to file suggestion of bankruptcy (.20); exchange email regarding same (.20). B110 07/04/21 Discussions with Grant Thornton on case administration matter. SRM 0.20 158.00 B110 07/06/21 Telephone conferences with Joe Epstein regarding potential chapter EG 0.30 271.50 11 filing by Agilon Energy II LLC (.30). B110 07/07/21 Review status of motions to be filed (.30); analyze additional issues EG 1.50 1,357.50 regarding Agilon Energy II (.40); review letter regarding Twin Eagle litigation and email regarding same (.20); review draft motion to extend time to file schedules and statement of financial affairs and mark comments regarding same (.30); review revisions to utilities motion and analyze issues presented (.30). B110 07/07/21 Finalize motion to extend time to file schedules (.5); forward to SRM 0.60 474.00 counsel for Prudential for comment (.1).

Atlanta  Austin  Boston  Brussels  Chicago  Cincinnati  Dallas  Hartford  Houston  London  Los Angeles  Miami New Orleans  New York  Princeton  Providence  San Francisco  Stamford  Washington DC  West Palm Beach

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B110 Case Administration ATTY HOURS VALUE B110 07/08/21 Exchange email with counsel for Prudential regarding status and EG 1.70 1,538.50 proposed call (.20); telephone conference with Stephen Statham regarding status (.40); conference call with counsel for Prudential regarding updates on pending issues, including emergency DIP motion, cash management, potential additional chapter 11 filing, and vendor issues (.90); exchange email regarding proposed call with Wilmington Trust regarding accounts (.20). B110 07/08/21 Identify and analyze issues to be addressed with counsel for EG 1.10 995.50 Prudential, including status of proposed retention agreements and draft motion to approve emergency DIP (.40); review information regarding additional vendor claims (.20); review revisions to draft utilities motion and draft motion to retain noticing agent (.20); analyze issues presented by utilities motion (.30). B110 07/09/21 Call Grant Thornton regarding retention application. SRM 0.10 79.00 B110 07/09/21 Review US Trustee's comments on various administrative motions EG 0.70 633.50 and analyze issues represented (.40); review materials regarding additional chapter 11 filing (.30). B110 07/09/21 Telephone conference with counsel for Prudential regarding EG 0.90 814.50 additional chapter 11 filing (.20); telephone conference with Joseph Epstein regarding same (.20); exchange email regarding status (.40); exchange email regarding ERCOT issues (.10). B110 07/12/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 0.90 814.50 status of first day motions and additional information needed (.40); exchange email regarding same (.30); telephone conference with Hugh Smith regarding revisions to insurance motion (.20). B110 07/12/21 Review draft list of 30 largest creditors and note issues to be EG 0.30 271.50 addressed (.30). B110 07/12/21 Exchange email with Joe Epstein and gathered information requested EG 1.00 905.00 regarding Agilon Energy II, LLC and possible chapter 11 filing (.60); telephone conference with Ann Huynh regarding revisions to list of 30 largest creditors (.20); exchange email with Grant Thornton team regarding information needed regarding insurance (.20). B110 07/12/21 Prepare for and attend daily professionals meeting additional issues SRM 0.60 474.00 related to status of case. B110 07/12/21 Finalize and see to filing and service of notice of hearing. SRM 0.80 632.00 B110 07/12/21 Email exchange regarding case administration matters. SRM 0.10 79.00 B110 07/13/21 Draft agenda for first day hearing. EB 0.60 309.00 B110 07/13/21 Exchange email with Joe Epstein regarding materials requested by EG 0.60 543.00 sub-debt in connection with potential additional chapter 11 filing and review materials regarding same (.60). B110 07/13/21 Work on agenda for Thursday hearings. SRM 0.40 316.00 B110 07/15/21 Analyze additional issues presented by potential chapter 11 filing by EG 0.40 362.00 parent company (.40). B110 07/16/21 Review papers received from counsel for Triple D and forwarded to EG 0.30 271.50 Joe Epstein (.30). B110 07/20/21 Analyze issues raised with regard to list of 30 largest creditors and EG 0.30 271.50 review materials regarding same (.30).

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B110 Case Administration ATTY HOURS VALUE B110 07/20/21 Email regarding updates to top 30 list (Form 204); see to filing of SRM 0.30 237.00 same. B110 07/20/21 Review email exchange regarding sub debt request for additional EG 0.20 181.00 information regarding potential parent chapter 11 filing (.20). B110 07/21/21 Finalize and see to filing of amended form 204. SRM 0.10 79.00 B110 07/21/21 Requested additional searched regarding mechanic's liens (.20). EG 0.20 181.00 B110 07/22/21 Phone call with US Trustee regarding debtor packet. SRM 0.10 79.00 B110 07/22/21 Analyze assignment issue with preparation of first MOR. SRM 0.10 79.00 B110 07/22/21 Telephone conference with Joe Epstein regarding issues presented EG 0.90 814.50 by potential filing by Agilon Energy II (.30); telephone conference with counsel for sub debt regarding same (.60). B110 07/23/21 Telephone conference with Joe Epstein regarding status of potential EG 0.30 271.50 Agilon Energy II filing (.20); email to Renee Daily regarding draft consent (.10). B110 07/23/21 Review draft consent and amendment regarding Agilon Energy II EG 0.20 181.00 chapter 11 filing (.20). B110 07/26/21 Telephone conference with Hugh Smith regarding conflicts counsel EG 0.30 271.50 and potential filing by Agilon Energy II (.30). B110 07/26/21 Telephone conference with potential conflicts counsel (.10); email to EG 0.30 271.50 potential conflicts counsel regarding same (.20). B110 07/26/21 Review and responded to email from counsel for Prudential regarding EG 0.20 181.00 status of open issues (.20). B110 07/27/21 Draft issues to be considered in connection with chapter 11 filing by EG 0.90 814.50 Agilon Energy II (.90). B110 07/28/21 Exchange email with Stephen Statham regarding information needed EG 0.40 362.00 (.10); conference call regarding same (.30). B110 07/29/21 Email to Hugh Smith regarding talking points for call with sub debt EG 0.20 181.00 (.10); telephone conference with Hugh Smith regarding information needed for initial debtor interview (.10). B110 07/29/21 Review information regarding scheduled initial debtor interview (.20); EG 0.60 543.00 review and analyze information request from Wilmington Trust (.10); review email re information requested by Wilmington Trust and by sub debt (.30). B110 07/29/21 Telephone conference with Joe Epstein regarding proposed call with EG 0.40 362.00 sub debt (.10); exchange email regarding information requested by Wilmington Trust (.30). B110 07/29/21 Phone call with B. Henault regarding IDI and debtor packet, SRM 0.30 237.00 coordinate with team. B110 07/29/21 Analyze request from Wilmington trust regarding debtor beneficial SRM 0.40 316.00 ownership interest. B110 07/29/21 Work on IDI issues, email team regarding same. SRM 0.60 474.00 B110 07/30/21 Revise summary of points to be presented to sub debt regarding EG 0.20 181.00 potential chapter 11 filing by Agilon Energy II (.20). B110 07/30/21 Review notice of appointment of creditors committee and analyze EG 0.20 181.00 issues presented (.20).

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B110 Case Administration ATTY HOURS VALUE B110 07/30/21 Exchange email with Joe Epstein regarding proposed call with sub EG 0.10 90.50 debt (.10) 23.20 $20,003.00

B120 Asset Analysis and Recovery ATTY HOURS VALUE B120 07/08/21 Order lien and litigation searches. JS 0.50 200.00 B120 07/12/21 Analyze results of lien and litigation search for each of the debtors. SRM 0.30 237.00 B120 07/13/21 Receipt, review and forwarding of search results. JS 0.50 200.00 B120 07/16/21 Analyze legal issues presented by GE's possession of fourth turbine EG 0.50 452.50 (.50). B120 07/19/21 Analyze email regarding adequate protection matter. SRM 0.10 79.00 B120 07/20/21 Telephone conference with Tom Howley regarding equipment held by EG 0.30 271.50 Cormetech (.30). B120 07/20/21 Telephone conference with Hugh Smith regarding Cormetech EG 0.20 181.00 equipment and related issues (.20). B120 07/21/21 Order additional searches to include real property liens. JS 0.30 120.00 B120 07/21/21 Exchange email with counsel for Cormetech regarding EG 0.20 181.00 communications with Hugh Smith (.20). B120 07/22/21 Receipt, review and forwarding of additional real property search JS 0.30 120.00 results. B120 07/28/21 Email team regarding status of the debtors' schedules and SRM 0.10 79.00 statements of financial affairs. 3.30 $2,121.00

B130 Asset Disposition ATTY HOURS VALUE B130 07/02/21 Telephone conference with Zack Clement regarding potential interest EG 0.20 181.00 in purchasing assets (.20). B130 07/21/21 Exchange email with counsel for potential bidder regarding status of EG 0.10 90.50 sale process (.10). B130 07/22/21 Meeting with Craig Orchant regarding preparations for sale process EG 1.00 905.00 and related issues (1.0). B130 07/22/21 Prepare for (.6) and attend meeting with Investment Banker ERM SRM 1.60 1,264.00 Capital (1.0). B130 07/26/21 Analyze potential asset sale scenarios. SRM 0.40 316.00 B130 07/26/21 Analyze effect of Complex Case Procedures on sales process (.40) EG 0.40 362.00 B130 07/29/21 Began draft of bidding procedures motion (1.10). EG 1.10 995.50 B130 07/29/21 Review draft time line for sales process and list of items needed for EG 0.50 452.50 data room (.50). B130 07/30/21 Continue work on bidding procedures motion (.20). EG 0.20 181.00 5.50 $4,747.50

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B150 Meetings & Communications with ATTY HOURS VALUE B150 07/01/21 Work with financial advisor to resolve issues related to contact SRM 0.30 237.00 information. B150 07/06/21 Review and exchange email with counsel for ProEnergy regarding EG 0.20 181.00 requested meeting (.20). B150 07/08/21 Telephone conference with counsel for NAES regarding status and EG 0.30 271.50 anticipated path forward (.30). B150 07/09/21 Exchange email with Stephen Statham regarding setting for 341 EG 0.20 181.00 meeting (.10); exchange email with Hugh Smith regarding same (.10). B150 07/12/21 Analyze notice for 341 meeting and proof of claim deadline, forward SRM 0.10 79.00 to Stretto team. B150 07/28/21 Phone call with US Trustee. SRM 0.40 316.00 1.50 $1,265.50

B160 Fee/Employment Applications ATTY HOURS VALUE B160 07/01/21 Review and revise draft engagement letter for CRO (.40). EG 0.40 362.00 B160 07/01/21 Work on editing and revising engagement agreement for CRO. SRM 1.70 1,343.00 B160 07/02/21 Update Stretto retention application, related order and declaration; SRM 1.30 1,027.00 email same to Stretto contact for review and sign off. B160 07/02/21 Review revise consulting agreement with Hugh Smith and noted EG 0.20 181.00 comments (.20). B160 07/06/21 Review revised draft agreement with proposed asset manager and EG 0.40 362.00 email comments to Hugh Smith (.40). B160 07/06/21 Analyze redline of proposed asset management agreement with SRM 0.30 237.00 Tateswood. B160 07/06/21 Finalize Stretto application and forward to Stretto for execution of SRM 1.50 1,185.00 declaration (1.3); email Stretto retention application to Prudential counsel for comment (.2). B160 07/06/21 Update Stretto motion with comments from Prudential's counsel. SRM 0.30 237.00 B160 07/07/21 Phone call with financial advisor regarding employment matters. SRM 0.30 237.00 B160 07/08/21 Conference call with Stretto and Grant Thornton. SRM 0.20 158.00 B160 07/09/21 Update orders with US Trustee comments. Email to Stretto and SRM 0.40 316.00 counsel for Prudential. B160 07/09/21 Review and revise draft engagement agreements for Hugh Smith, EG 3.30 2,986.50 ERM Capital, and Tateswood (3.40); exchange email regarding same (.50). B160 07/12/21 Work on connection matters for application to employ Locke Lord. SRM 0.20 158.00 B160 07/15/21 Revise draft of fee request (.20). EG 0.20 181.00 B160 07/15/21 Analyze connections check for disclosure purposes. SRM 0.20 158.00 B160 07/15/21 Analyze Tateswood Agreement for retention application. SRM 0.40 316.00 B160 07/16/21 Work on the Debtors application to employ Locke Lord as counsel. SRM 3.60 2,844.00

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B160 Fee/Employment Applications ATTY HOURS VALUE B160 07/16/21 Work on Grant Thornton retention application. SRM 0.70 553.00 B160 07/16/21 Analysis of issues related to retention applications (.30). EG 0.30 271.50 B160 07/16/21 Draft retention papers for Locke Lorde (.90). EG 0.90 814.50 B160 07/17/21 Work on application to employ Grant Thornton and related draft SRM 2.10 1,659.00 order. B160 07/19/21 Review status of retention contracts for various professionals and EG 0.40 362.00 noted additional issues to be addressed (.40). B160 07/19/21 Work on declaration for Grant Thornton application to employ; SRM 1.00 790.00 forward same to Grant Thornton. B160 07/19/21 Work on Locke Lord retention matters. SRM 0.60 474.00 B160 07/19/21 Work on Hugh Smith CRO retention application. SRM 3.40 2,686.00 B160 07/20/21 Work on CRO employment application (2.3); related order and SRM 3.90 3,081.00 declaration (1.6). B160 07/20/21 Identified issues raised by Smith retention application (.30); review EG 0.50 452.50 issues to be addressed in Locke Lord retention papers (.20). B160 07/20/21 Conference call with Steve Statham and Jana Whitworth regarding EG 0.40 362.00 Hugh Smith retention issues (.40). B160 07/21/21 Work on Locke Lord Retention Application (1.9), related declaration SRM 4.20 3,318.00 (1.5) and order (.8). B160 07/21/21 Phone call with Grant Thornton regarding retention application SRM 0.20 158.00 questions. B160 07/21/21 Work on application to employ Tateswood to provide asset SRM 1.90 1,501.00 management services. B160 07/21/21 Work on motion for interim compensation and related order. SRM 0.90 711.00 B160 07/21/21 Review status of draft retention applications and additional EG 0.80 724.00 information needed (.20); review draft application to retain Locke Lorde (.20); review invoice from Hugh Smith (.10); analyze issues presented by retention of asset manager (.30). B160 07/22/21 Edit and revise application to retain Locke Lord as counsel to EB 1.40 721.00 debtors. B160 07/22/21 Edit and revise motion for interim payment procedures. EB 1.40 721.00 B160 07/22/21 Gather materials and email ERM regarding engagement and SRM 0.40 316.00 retention application. B160 07/22/21 Work on H. Smith retention application (.5), email H. Smith regarding SRM 0.80 632.00 same (.3). B160 07/22/21 Work on motion to establish interim compensation procedures and SRM 0.90 711.00 related order, and related issues. B160 07/22/21 Work on Tateswood application and order. SRM 1.70 1,343.00 B160 07/22/21 Phone call with CRO regarding retention application (.3); work on SRM 0.50 395.00 edits to retention application (.2).

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B160 Fee/Employment Applications ATTY HOURS VALUE B160 07/22/21 Review additional information needed for retention applications for EG 1.30 1,176.50 ERM Capital, Hugh Smith, and Tateswood (.50); review draft retention application for Tateswood (.20); review interim compensation procedures motion (.20); Continue analysis of issues presented by retention applications for ERM and Tateswood (.40). B160 07/23/21 Email GC for ERM regarding connections/conflict questions (.4), SRM 2.20 1,738.00 exchange emails with professional team regarding same (.3); work on retention application for same (1.5). B160 07/23/21 Email Tateswood principal regarding engagement and arranging call. SRM 0.10 79.00 B160 07/23/21 Work on edits to CRO application (1.4); exchange emails with CRO SRM 1.70 1,343.00 regarding same (.3). B160 07/23/21 Phone call with CRO regarding retention application. SRM 0.30 237.00 B160 07/23/21 Edit CRO application, phone call with US Trustee, email draft of CRO SRM 0.60 474.00 retention order to same for comment. B160 07/23/21 Analyze issues relating to retention applications for Hugh Smith, EG 0.70 633.50 ERM, and Tateswood (.70). B160 07/26/21 Review additional information for Locke Lord retention application EG 1.30 1,176.50 (.50); revise application (.80). B160 07/26/21 Analyze issues presented by Tateswood contract and action to be EG 0.30 271.50 taken (.30). B160 07/26/21 Work on Grant Thornton application, email to Prudential for comment. SRM 0.80 632.00 B160 07/26/21 Work on Locke Lord retention application and declaration (1.5); work SRM 2.80 2,212.00 on related schedules and exhibits (1.2); email Prudential for comment (.1). B160 07/26/21 Work on pleadings to be filed, including interim compensation and SRM 0.40 316.00 employment application. B160 07/26/21 Work on Interim Compensation motion. Forward to Prudential team SRM 0.30 237.00 for comment. B160 07/26/21 Phone call with Tateswood regarding services and motion to employ. SRM 0.30 237.00 B160 07/26/21 Edit and revise application to employ CRO Hugh Smith to prepare for EB 1.20 618.00 filing. B160 07/27/21 Phone call with CRO regarding retention applications. SRM 0.30 237.00 B160 07/27/21 Work on application to employ investment banker ERM Capital. SRM 0.40 316.00 B160 07/27/21 Work on and finalize retention applications, and related orders and SRM 4.20 3,318.00 declarations for Locke Lord (1.4), Grant Thornton (.8), and Hugh Smith Advisors (1); Finalize same, organize exhibits (.9) and see to filing and service (.1). B160 07/27/21 Telephone conference with Stephen Statham regarding comments to EG 0.50 452.50 Hugh Smith retention application (.10); review email regarding same (.40). B160 07/27/21 Exchange email with counsel for Prudential regarding Locke Lord EG 0.30 271.50 retention application (.30). B160 07/27/21 Telephone conference with Hugh Smith regarding US Trustee's EG 0.30 271.50 comments to his retention application (.20); telephone conference with Hugh Smith regarding final approval of retention applications (.10).

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B160 Fee/Employment Applications ATTY HOURS VALUE B160 07/27/21 Review email and related materials regarding retention applications EG 0.90 814.50 to be filed today (.90). B160 07/28/21 Work on declarations for ERM Capital retention agreement (1); email SRM 1.50 1,185.00 ERM regarding connections analysis (.3); phone call with ERM regarding same (.2). B160 07/28/21 Exchange emails with Grant Thornton regarding professional SRM 0.30 237.00 compensation matters. B160 07/28/21 Work on ERM retention application and declaration. SRM 3.10 2,449.00 B160 07/28/21 Analyze Lyons declaration. SRM 0.40 316.00 B160 07/28/21 Analysis of issues presented by IndieBroker/ERM relationship and EG 1.50 1,357.50 description for purposes of supporting declaration (1.20); review draft declaration (.10); review information regarding proposed compensation for Tateswood (.20). B160 07/28/21 Work on Tateswood engagement pleading. SRM 0.20 158.00 B160 07/28/21 Work on Tateswood motion; forward same to US Trustee for SRM 1.20 948.00 comment. B160 07/28/21 Analyze and work on issues and companies relationship related to SRM 1.00 790.00 employment of ERM Capital. B160 07/28/21 Conference call with Stephen Statham and Jana Whitworth regarding EG 0.60 543.00 issues presented by Tateswood engagement (.20); exchange email regarding information needed for ERM retention application and declaration (.30); telephone conference with Craig Orchant regarding same (.10). B160 07/28/21 Revise motion to employ Tateswood management to prepare for EB 0.80 412.00 filing. B160 07/29/21 Continue analysis of issues to be addressed in ERM retention papers EG 0.60 543.00 and review email regarding same (.60). B160 07/29/21 Review and revise draft application to retain ERM Capital (.50). EG 0.50 452.50 B160 07/29/21 Telephone conference with Hugh Smith regarding status of remaining EG 0.10 90.50 retention applications (.10). B160 07/29/21 Work on ERM retention application (.8) and examine materials SRM 3.80 3,002.00 provided by ERM related to same (1.1); email ERM regarding declaration and related issues (.4); Address disclosure matters with ECM (.4); analyze response from IndieBrokers and update declaration and application (.5); finalize retention application and send to counsel fro Prudential for comment (.6). B160 07/29/21 Work on Tateswood application to employ; forward same to SRM 0.60 474.00 Tateswood representatives for comment. B160 07/30/21 Finalize retention application for investment banker, organize exhibits SRM 1.50 1,185.00 and see to filing and service of same. B160 07/30/21 Review status of paperwork for filing ERM retention application (.10); EG 0.20 181.00 review comments from counsel for Prudential regarding application (.10). 83.30 $66,430.50

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B185 Assumption/Rejection of Leases/ ATTY HOURS VALUE B185 07/01/21 Analyze ERCOT's termination letter to the debtors. SRM 0.40 316.00 B185 07/01/21 Analyze Shell contracts and respond to communication from co- MWM 0.30 318.00 counsel regarding same. B185 07/01/21 Review and analyze additional information regarding prepetition Shell EG 0.30 271.50 and agreements and notice of termination (.30). B185 07/08/21 Exchange email with Hugh Smith regarding status of NAES contract EG 0.40 362.00 and issues presented (.10); exchange email with Hugh Smith regarding Fordyce contract (.10); telephone conference with Hugh Smith regarding same (.20). 1.40 $1,267.50

B210 Business Operations ATTY HOURS VALUE B210 07/01/21 Forwarded documents and brief Carrie Collier-Brown on notice sent EG 0.70 633.50 by ERCOT and questions to be addressed (.70). B210 07/01/21 Email to Hugh Smith and Loretta Cross regarding issues raised by EG 0.40 362.00 ERCOT notice (.10); telephone conference with Hugh Smith regarding same (.30). B210 07/01/21 Review and exchange email regarding insurance notice (.10); review EG 1.10 995.50 change of broker letter and exchange email with Hugh Smith regarding same (.20); review information regarding bank accounts and analyze action to be taken (.80). B210 07/01/21 Work on motion to enter into services agreement. SRM 3.20 2,528.00 B210 07/02/21 Phone call with Grant Thornton advisors regarding utilities motion, SRM 1.40 1,106.00 possible bank motion and other related issues; analyze US Trustee requirements for bank accounts and email same to CRO and Financial Advisors for approval of course of action. B210 07/02/21 Review summary regarding utility payments (.10); analysis of issues EG 0.90 814.50 presented (.60); review materials regarding bank accounts to be opened (.20). B210 07/06/21 Phone call with Grant Thornton team regarding utilities. SRM 0.20 158.00 B210 07/06/21 Review status of information needed for utilities motion and status of EG 0.30 271.50 insurance coverage (.30). B210 07/06/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 0.60 543.00 pending operational and other issues to be addressed. B210 07/06/21 Review revised proposed Shell term sheet and email comments to EG 0.30 271.50 Hugh Smith. B210 07/07/21 Telephone conference with Hugh Smith regarding agreement with EG 0.30 271.50 Shell on QSE status (.20); exchange email with Hugh Smith regarding ERCOT noticing issue (.10). B210 07/07/21 Analysis of issues presented by Wilmington Trust bank accounts and EG 0.80 724.00 existing liability insurance (.30); review documents requested by Allegiance Bank for opening new accounts (.50). B210 07/07/21 Exchange email with Ann Huynh regarding information need to open EG 0.40 362.00 bank accounts (.30); email to counsel for Prudential regarding DACA needed (.10).

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B210 Business Operations ATTY HOURS VALUE B210 07/07/21 Work on utilities motion; forward to counsel for Prudential for SRM 0.30 237.00 comment. B210 07/07/21 Conference call with Grant Thornton and CRO regarding utilities SRM 0.30 237.00 motion. B210 07/07/21 Work on strategy for insurance motion and related pleadings. SRM 0.60 474.00 B210 07/07/21 Phone call with Prudential team regarding "first day" motion matters. SRM 0.30 237.00 B210 07/07/21 Work on Utilities Order. SRM 0.60 474.00 B210 07/08/21 Email Grant Thornton regarding utilities and certain water company in SRM 0.20 158.00 motion. B210 07/08/21 Conference call with counsel for NAES Corp. SRM 0.30 237.00 B210 07/08/21 Work on issues with utilities motion. SRM 2.60 2,054.00 B210 07/09/21 Finalize and see to filing of Pleadings SRM 1.10 869.00 B210 07/09/21 Organize motions and email to US Trustee prior to filing. SRM 0.30 237.00 B210 07/11/21 Analyze and address issues related to adequate assurance account SRM 0.70 553.00 and related amount for Utilities motion. B210 07/12/21 Review information regarding vendors needed for operations and EG 0.60 543.00 analyze issues presented (.60). B210 07/12/21 Revise draft motion to continue insurance coverage (.40). EG 0.40 362.00 B210 07/12/21 Work on insurance motion. SRM 3.50 2,765.00 B210 07/13/21 Work on finalizing and see to filing and service of Insurance Motion. SRM 0.50 395.00 B210 07/13/21 Revise and circulated final draft of insurance motion (.80). EG 0.80 724.00 B210 07/14/21 Exchange email with US Trustee's office regarding questions about EG 0.20 181.00 insurance coverage (.20). B210 07/15/21 Telephone conference with Hugh Smith regarding proposed meeting EG 0.20 181.00 with ProEnergy and related issues (.20). B210 07/15/21 Analyze changes to utilities order requested by court and review EG 0.40 362.00 revised draft order regarding same (.40) B210 07/15/21 Finalize utilities order and see to filing (.7); email court case manager SRM 0.80 632.00 regarding same (.1). B210 07/15/21 See to service of interim utilities order on utilities. SRM 0.20 158.00 B210 07/16/21 Review termination notices from SENA and exchange email with EG 0.10 90.50 Hugh Smith regarding same (.10). B210 07/16/21 Conference call to discuss status of bank accounts and next steps EG 1.10 995.50 regarding facilities restart and related issues (.80); telephone conference with Hugh Smith regarding issues presented by turbine and SENA negotiations (.30). B210 07/19/21 Telephone conference with Hugh Smith regarding status of EG 0.20 181.00 negotiations with Shell and next steps (.20). B210 07/19/21 Review proposed Shell NAESB and EMA/QSE agreements; MWM 2.80 2,968.00 telephone conference and correspondence with Mr. Smith and Mr. Lambert regarding same.

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B210 Business Operations ATTY HOURS VALUE B210 07/20/21 Review Shell NAESB and Energy Management and QSE Services MWM 1.00 1,060.00 Agreement and telephone conference with Mr. Lambert regarding same. B210 07/21/21 Analysis of issues raised by draft contract with SENA (.20). EG 0.20 181.00 B210 07/21/21 Review proposed Shell NAESB and Energy Management and QSE MWM 1.80 1,908.00 Services Agreements; telephone conference with Mr. Lambert regarding same. B210 07/21/21 Phone call with Grant Thornton regarding utility matters, adequate SRM 0.30 237.00 assurance account and retention application matters. B210 07/22/21 Review and revise proposed NAESB and Energy Management and MWM 2.50 2,650.00 QSE Services Agreements with Shell; correspondence with Mr. Smith, Mr. Lambert and Ms. Guffy regarding same. B210 07/26/21 Review email from Hugh Smith regarding resolution of insurance EG 0.30 271.50 issue (.10); telephone conference with Hugh Smith regarding same (.20). B210 07/26/21 Telephone conference with Hugh Smith regarding operational issues EG 0.50 452.50 to be addressed (.50). B210 07/26/21 Telephone conference with Ann Huynh regarding liability insurance EG 0.20 181.00 issues (.20). B210 07/26/21 Analyze issues presented by financing of liability insurance premium EG 0.60 543.00 (.60). B210 07/26/21 Work on agenda (.2) and exhibit and witness list and exhibits for final SRM 0.70 553.00 hearing on utilities motion (.4); see to filing of witness and exhibit list (.1). B210 07/26/21 Prepare for and attend weekly professionals call regarding status of SRM 0.90 711.00 case and operation of facilities. B210 07/26/21 Analyze insurance premium financing issue and liability policy and SRM 0.90 711.00 work on strategy to address same. B210 07/26/21 Work on emergency motion to pay insurance premium financing SRM 0.70 553.00 agreement for liability insurance policy. B210 07/26/21 Finalize and see to filing of Agenda. SRM 0.10 79.00 B210 07/26/21 Draft application to pay insurance premium. EB 1.20 618.00 B210 07/27/21 Prepare for hearing on utilities motion. SRM 1.50 1,185.00 B210 07/27/21 Work on emergency insurance motion; email to counsel for SRM 0.90 711.00 Prudential and to CRO for review. B210 07/27/21 Attended final hearing on utilities motion (.20). EG 0.20 181.00 B210 07/27/21 Revise proposed order on payment for liability coverage (.30). EG 0.30 271.50 B210 07/27/21 Telephone conference with Prudential counsel regarding motion to EG 0.40 362.00 pay for liability coverage (.20); exchange email with Ann Huynh regarding allocation question (.20). B210 07/28/21 Analyze order on emergency insurance motion, email team regarding SRM 0.20 158.00 same. B210 07/29/21 Review revised drafts of NAESB, Energy Management and QSE MWM 1.00 1,060.00 Services Agreement; review proposed Netting Agreement and Agency Authorization Letter.

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B210 Business Operations ATTY HOURS VALUE B210 07/29/21 Analyze issues presented by status of demineralizer unit and action EG 0.40 362.00 to be taken (.40). B210 07/29/21 Telephone conference with Hugh Smith regarding equipment issues EG 0.20 181.00 at Port Power and action to be taken (.20). B210 07/30/21 Review Shell agreements and correspondence with Mr. Smith, Mr. MWM 1.30 1,378.00 Lambert and Ms. Guffy regarding comments to same and summarizing remaining open issues. 48.00 $41,904.50

B230 Financing/Cash Collections ATTY HOURS VALUE B230 07/01/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 2.30 2,081.50 budget and other issues related to proposed DIP financing (1.40); conference call with Grant Thornton to review and revise six-week budget (.90). B230 07/01/21 Review and exchange email with counsel for Prudential regarding EG 0.80 724.00 status of budget and proposed call to discuss DIP financing (.20); telephone conferences with Loretta Cross regarding budgeting issues (.30); exchange email regarding same (.30). B230 07/01/21 Draft revisions and comments to proposed emergency DIP term EG 0.90 814.50 sheet and email to counsel for Prudential regarding same (.90). B230 07/02/21 Phone call with Prudential, Prudential counsel and Grant Thornton SRM 1.70 1,343.00 regarding case status, post petition financing matters and go-forward strategy (1.4). Meeting with team afterward regarding assignments (.3). B230 07/02/21 Exchange email with Hugh Smith regarding proposed six-week EG 0.10 90.50 budget (.10). B230 07/02/21 Email to Prudential counsel regarding proposed six-week budget EG 1.80 1,629.00 (.10); conference call with Hugh Smith, Grant Thornton, Prudential regarding proposed budget and issues related to emergency DIP financing (1.40); exchange email with counsel for Prudential regarding Wilmington Trust's comments on emergency DIP term sheet (.10); telephone conference with counsel for ProEnergy regarding status of DIP financing (.20). B230 07/05/21 Began review of revised emergency DIP term sheet and proposed EG 0.20 181.00 order (.20). B230 07/06/21 Continue review of revised draft emergency DIP term sheet and EG 1.40 1,267.00 proposed order and noted comments and proposed revisions (1.20); review information regarding cash management issues (.20). B230 07/06/21 Analyze revised term sheet received from Prudential (1.1); analyze SRM 2.20 1,738.00 proposed emergency DIP order (1.1). B230 07/06/21 Work on issues related to cash management and potential cash SRM 0.90 711.00 management motion as they relate to DIP financing. B230 07/06/21 Conference call with team regarding revised DIP term sheet. SRM 0.70 553.00 B230 07/06/21 Exchange email with counsel for Prudential regarding revised EG 0.60 543.00 emergency DIP term sheet and status of draft motion (.20); telephone conference with counsel for Prudential regarding revisions to term sheet and proposing timing for filing and hearing on emergency DIP motion (.40).

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B230 Financing/Cash Collections ATTY HOURS VALUE B230 07/06/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 0.90 814.50 revised emergency DIP term sheet (.60); exchange email regarding revisions (.30). B230 07/07/21 Telephone conference with Loretta Cross regarding DIP budget EG 0.50 452.50 issues (.50). B230 07/07/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 0.80 724.00 status of emergency DIP, bank accounts, and related issues (.80). B230 07/07/21 Phone call with Grant Thornton team regarding service and other SRM 0.50 395.00 related creditor matters. B230 07/08/21 Participate in morning DIP budget meeting. SRM 0.50 395.00 B230 07/08/21 Revisions to emergency DIP term sheet regarding payment of EG 0.20 181.00 professional fees (.20). B230 07/08/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 0.80 724.00 revisions to emergency DIP budget (.60); exchange email regarding DIP issues (.20). B230 07/09/21 Attend professionals call regarding of DIP budget and financing SRM 0.40 316.00 matters(.4). B230 07/09/21 Analyze and work on proposed DIP motion. SRM 0.50 395.00 B230 07/09/21 Analyze emails and draft forms of motion related to DIP financing. SRM 0.70 553.00 B230 07/09/21 Telephone conference with counsel for Wilmington Trust and counsel EG 0.40 362.00 for Prudential regarding account structure for funding emergency DIP and proposed DACA (.40). B230 07/09/21 Conference call with Hugh Smith and Grant Thornton team regarding EG 0.80 724.00 open issues on DIP financing (.40); exchange email regarding status of budget and term sheet (.30); telephone conference with Hugh Smith regarding same (.10). B230 07/10/21 Work on DIP (1.3) and utilities motions (.9). SRM 2.20 1,738.00 B230 07/11/21 Review and revise draft emergency DIP motion and emergency DIP EG 0.70 633.50 order (.70). B230 07/11/21 Email to counsel for Prudential regarding revisions to draft EG 0.10 90.50 emergency DIP motion and order (.10). B230 07/12/21 Telephone conferences with Hugh Smith regarding revisions to EG 0.90 814.50 emergency DIP term sheet and other funding issues (.70); exchange email with Hugh Smith regarding signature pages and other DIP issues (.20). B230 07/12/21 Review and revise draft term sheet and analyze issues presented EG 1.50 1,357.50 (1.50). B230 07/12/21 Exchange email with Court's case manager regarding hearing EG 1.40 1,267.00 needed on emergency DIP motion and other motions (.20); exchange email with counsel for DIP lenders regarding hearing (.20); exchange email with counsel for Prudential regarding status of emergency DIP documents and revisions (.80); telephone conferences with counsel for Prudential regarding outstanding issue to be addressed (.40). B230 07/12/21 Analyze correspondence regarding drafts of DIP motion and order. SRM 0.20 158.00 B230 07/12/21 Analyze and work on declaration in support of motions. SRM 0.90 711.00 B230 07/13/21 Work on finalizing DIP motion, DIP order and related term sheet. SRM 2.40 1,896.00

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B230 Financing/Cash Collections ATTY HOURS VALUE B230 07/13/21 Analyze issues raised by US Trustee regarding emergency DIP order EG 3.20 2,896.00 and exchange email regarding same (1.20); review and analyze additional revisions to DIP documents by counsel for Prudential and exchange email regarding same (1.60); continue review of proposed budget and related documents (.40). B230 07/13/21 Finalize and see to filing and service of DIP Motion. SRM 0.90 711.00 B230 07/13/21 Phone call with counsel for creditor. SRM 0.30 237.00 B230 07/13/21 Prepare for Thursday hearing. SRM 0.50 395.00 B230 07/13/21 Work on preparation for first day motions and analyze issue SRM 0.70 553.00 regarding potential assumption and rejection of certain agreements. B230 07/13/21 Work on exhibit and witness list and gathering exhibits for first day SRM 0.80 632.00 hearings set for July 15th. B230 07/14/21 Attend professionals call regarding DIP matter. SRM 0.80 632.00 B230 07/14/21 Work on amending declaration and for first day hearing and email to SRM 2.40 1,896.00 co-counsel for comment. B230 07/14/21 See to filing of exhibit and witness list for July 15 hearing. SRM 0.20 158.00 B230 07/14/21 Analyze motions and prepare for hearing on same. SRM 0.90 711.00 B230 07/14/21 Analyze ProEnergy issue related to DIP matter and replacement laws SRM 3.10 2,449.00 (1.1), conference call, work on proposed language of DIP order, circulate (1.4); finalize and see to filing of amended order and redline of same; finalize and see to filing of agenda (.3). B230 07/14/21 Revise declaration of Hugh Smith regarding first day motions (2.20). EG 2.20 1,991.00 B230 07/14/21 Telephone conferences with Hugh Smith regarding revisions to EG 1.10 995.50 declaration (.40); exchange email with Hugh Smith regarding same (.30); conference call regarding status of issues for hearing (.40). B230 07/14/21 Review and exchange email regarding changes to DIP order EG 1.50 1,357.50 requested by ProEnergy (.20); telephone conference with Paul Moak regarding same (.30); telephone conference with counsel for ProEnergy and Prudential regarding additional language for DIP order and related questions (.70); exchange email regarding revised language (.30). B230 07/14/21 Prepare for hearing on DIP motion, including review of exhibits, EG 0.70 633.50 revision of proposed orders, and filings by ProEnergy (.70). B230 07/15/21 Prepare for hearing on emergency DIP motion, including review of EG 1.40 1,267.00 relevant pleadings and preparation of outline for presentation (1.40). B230 07/15/21 Telephone conference with Hugh Smith regarding potential testimony EG 0.50 452.50 for DIP motion hearing (.20); exchange email with Hugh Smith regarding borrowing request (.20); telephone conference with Hugh Smith regarding additional questions regarding same (.10). B230 07/15/21 Attend hearing on emergency DIP motion and other first day motions EG 1.00 905.00 (1.0). B230 07/15/21 Prepare for (3.8) and attend first day hearings (1) SRM 4.80 3,792.00 B230 07/16/21 Attend professionals call regarding outstanding case issues. SRM 0.90 711.00 B230 07/16/21 Exchange email with counsel for Prudential and others regarding EG 0.20 181.00 execution of documents needed for DIP funding (.20).

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B230 Financing/Cash Collections ATTY HOURS VALUE B230 07/19/21 Review and exchange email with counsel for ProEnergy regarding EG 0.80 724.00 demand for recognition of liens and adequate protection (.50); exchange email with counsel for Prudential regarding same (.30). B230 07/19/21 Analysis of issues raised by ProEnergy demands and potential effect EG 0.60 543.00 on DIP financing (.60). B230 07/20/21 Telephone conference with Hugh Smith regarding adequate EG 0.50 452.50 protection demands made by ProEnergy and potential effect on DIP financing issues (.40); exchange email regarding pending issues (.10). B230 07/20/21 Conference call with counsel for Prudential re adequate protection EG 1.00 905.00 demands made by ProEnergy and response to same (1.0). B230 07/20/21 Additional analysis of issues presented by ProEnergy demands (.30). EG 0.30 271.50 B230 07/20/21 Phone call with Prudential counsel regarding adequate protection and SRM 1.00 790.00 other liens issues. B230 07/21/21 Phone call and examine issue regarding prorated June invoices from SRM 0.40 316.00 certain parties. B230 07/21/21 Conference call with Prudential regarding DIP matters. SRM 0.60 474.00 B230 07/21/21 Conference call with counsel for Prudential regarding replacement EG 0.50 452.50 DIP financing and related issues (.50). B230 07/22/21 Attend professionals call (.5) and outline matters to be addressed SRM 0.80 632.00 (.3). B230 07/22/21 Conference call regarding status of DIP budget and other issues EG 0.50 452.50 (.50). B230 07/22/21 Telephone conference with Carey Schreiber regarding treatment of EG 0.40 362.00 ProEnergy liens in context of proposed DIP order (.40). B230 07/23/21 Telephone conference with Hugh Smith regarding status of EG 0.40 362.00 negotiations with ProEnergy, status of replacement DIP, and issues to be addressed in replacement DIP (.40). B230 07/26/21 Conference call with Hugh Smith and other professionals regarding EG 0.70 633.50 DIP budget and related issues (.70). B230 07/27/21 Review email from counsel for NAES regarding allocated budget EG 0.10 90.50 amount (.10). B230 07/27/21 Email to Hugh Smith regarding budget increase requested by NAES EG 0.10 90.50 (.10). B230 07/27/21 Telephone conference with counsel for Prudential regarding status of EG 0.70 633.50 DIP budget and related issues (.70) B230 07/28/21 Professionals call regarding big DIP. SRM 0.40 316.00 B230 07/28/21 Conference call with Grant Thornton regarding timeline for DIP and EG 0.40 362.00 budget issues (.40). B230 07/29/21 Conference call with Hugh Smith and other professionals regarding EG 0.90 814.50 budget issues and related items (.80); telephone conference with Hugh Smith regarding updates on status of DIP documents and budget issues (.10). B230 07/29/21 Attend professionals meeting. SRM 0.90 711.00 B230 07/29/21 Analyze DIP Budget matters. SRM 0.30 237.00

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B230 Financing/Cash Collections ATTY HOURS VALUE B230 07/30/21 Work on motion to approve replacement DIP (.20). EG 0.20 181.00 B230 07/30/21 Review proposed budget line items for professional fees and analyze EG 0.40 362.00 adjustments to be made (.40) 71.90 $61,102.00

B310 Claims Administration and Objec ATTY HOURS VALUE B310 07/01/21 Review emails and related materials regarding additional prepetition EG 0.30 271.50 claims and litigation (.30). B310 07/12/21 Review and analyze invoices and other payment demands received EG 0.60 543.00 (.50); email to Hugh Smith regarding same (.10). B310 07/20/21 Review materials regarding mechanics lien claimed by ProEnergy EG 0.90 814.50 (.90). B310 07/21/21 Review email and claim received from Alliance Testing (.10). EG 0.10 90.50 B310 07/21/21 Continued research regarding issues presented by ProEnergy EG 1.70 1,538.50 mechanic's lien claims and analysis of issues presented (1.70). B310 07/23/21 Review real property lien searches regarding mechanic's liens (.80). EG 0.80 724.00 B310 07/27/21 Telephone conference with Debtors' arbitration counsel regarding EG 0.70 633.50 ProEnergy claims (.70). B310 07/28/21 Telephone conferences with Hugh Smith regarding invoices from EG 0.50 452.50 TCEQ and action to be taken (.20); exchange email regarding same (.30). B310 07/28/21 Review invoices from TCEQ and analyze issues presented (.80). EG 0.80 724.00 B310 07/28/21 Analyze TCEQ payment issues. SRM 0.20 158.00 6.60 $5,950.00

TOTAL FEES $204,791.50

TIMEKEEPER SUMMARY:

B110 Case Administratio /*/ B110 EB B110 E. Boylan Associate $515.00 0.60 $309.00 EG B110 E. Guffy Senior $905.00 16.00 $14,480.00 Counsel SRM B110 S.R. Mayer Senior $790.00 6.60 $5,214.00 Counsel 23.20 $20,003.00

B120 Asset Analysis and /*/ B120

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B120 Asset Analysis and EG B120 E. Guffy Senior $905.00 1.20 $1,086.00 Counsel SRM B120 S.R. Mayer Senior $790.00 0.50 $395.00 Counsel JS B120 J. Sanchez Paralegal $400.00 1.60 $640.00 3.30 $2,121.00

B130 Asset Disposition /*/ B130 EG B130 E. Guffy Senior $905.00 3.50 $3,167.50 Counsel SRM B130 S.R. Mayer Senior $790.00 2.00 $1,580.00 Counsel 5.50 $4,747.50

B150 Meetings & Communi /*/ B150 EG B150 E. Guffy Senior $905.00 0.70 $633.50 Counsel SRM B150 S.R. Mayer Senior $790.00 0.80 $632.00 Counsel 1.50 $1,265.50

B160 Fee/Employment App /*/ B160 EB B160 E. Boylan Associate $515.00 4.80 $2,472.00 EG B160 E. Guffy Senior $905.00 16.90 $15,294.50 Counsel SRM B160 S.R. Mayer Senior $790.00 61.60 $48,664.00 Counsel 83.30 $66,430.50

B185 Assumption/Rejecti /*/ B185 MWM B185 M.W. Miller Partner $1,060.00 0.30 $318.00 EG B185 E. Guffy Senior $905.00 0.70 $633.50 Counsel SRM B185 S.R. Mayer Senior $790.00 0.40 $316.00 Counsel 1.40 $1,267.50

Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 28 of 30 Agilon Energy Invoice Date: August 20, 2021 File No.: 0030084.00002 Invoice No.: 1670350 Page: 18

B210 Business Operation /*/ B210 MWM B210 M.W. Miller Partner $1,060.00 10.40 $11,024.00 EB B210 E. Boylan Associate $515.00 1.20 $618.00 EG B210 E. Guffy Senior $905.00 13.10 $11,855.50 Counsel SRM B210 S.R. Mayer Senior $790.00 23.30 $18,407.00 Counsel 48.00 $41,904.50

B230 Financing/Cash Col /*/ B230 EG B230 E. Guffy Senior $905.00 37.40 $33,847.00 Counsel SRM B230 S.R. Mayer Senior $790.00 34.50 $27,255.00 Counsel 71.90 $61,102.00

B310 Claims Administrat /*/ B310 EG B310 E. Guffy Senior $905.00 6.40 $5,792.00 Counsel SRM B310 S.R. Mayer Senior $790.00 0.20 $158.00 Counsel 6.60 $5,950.00

TIMEKEEPER SUMMARY TOTALS 244.70 $204,791.50

DATE EXPENSES VALUE FedEx Shipments 54.76 Postage 16.10 TOTAL EXPENSES $70.86

TOTAL FEES $204,791.50

TOTAL EXPENSES $70.86

TOTAL FEES AND EXPENSES $204,862.36

PLEASE REMIT PAYMENT:

Via US Mail: Via ACH: Via Wire:

Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 29 of 30 Agilon Energy Invoice Date: August 20, 2021 File No.: 0030084.00002 Invoice No.: 1670350 Page: 19

Locke Lord LLP ABA Routing: 111000614 ABA Routing: 021000021 P.O. Box 301170 Account: 101203546 Swift Code (International): CHASUS33 Dallas, Texas 75303-1170 Account Name: Locke Lord LLP Account: 00101203546 Bank Name: JPMorgan Chase Bank, N.A. Bank: JPMorgan Chase Bank, N.A. 712 Main Street, Houston, TX 77002 Reference: LL Invoice Number / Matter

If you wish to remit payment via ACH, please contact the Firm’s treasury department at [email protected].

Locke Lord LLP will never submit an email to its clients requesting a change to payment remittance instructions. Please contact the Firm’s treasury department at [email protected] or Firm’s attorney should you receive such a request.

This statement is due upon receipt. Please call E. Guffy of this firm if you have questions concerning legal services covered by it or if you dispute the amount of the statement. Our Accounting Department (713) 226-1129 can answer questions concerning payments on your account.

Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 30 of 30

3400 JPMorgan Chase Tower 600 Travis Houston, TX 77002 Telephone: (713) 226-1200 Fax: (713) 223-3717 www.lockelord.com Tax ID: 74-1164324

Agilon Energy August 20, 2021 5850 San Felipe Road Invoice No.: 1670350 Suite 601 Houston, TX 77057

REMITTANCE ADVICE

Total amount due for the legal fees and expenses rendered in connection with the referenced matter through July 31, 2021

File Number: 0030084.00002 RE: Chapter 11 Filings

Total Fees ...... $204,791.50

Total Expenses ...... $70.86

Total Due this Statement ...... $204,862.36

PLEASE REMIT PAYMENT:

Via US Mail: Via ACH: Via Wire: Locke Lord LLP ABA Routing: 111000614 ABA Routing: 021000021 P.O. Box 301170 Account: 101203546 Swift Code (International): CHASUS33 Dallas, Texas 75303-1170 Account Name: Locke Lord LLP Account: 00101203546 Bank Name: JPMorgan Chase Bank, N.A. Bank: JPMorgan Chase Bank, N.A. 712 Main Street, Houston, TX 77002 Reference: LL Invoice Number / Matter

If you wish to remit payment via ACH, please contact the Firm’s treasury department at [email protected].