Contract analysis

I. Introduction and Engagement Context Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. ("DEH"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), in connection with the proposed offering (the "Offering") of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes will be co-issued by DEH and Dunmo

II. Summary of the Proposed Notes Offering Set forth below is a summary of the material terms of the Offering. This summary is qualified in its entirety by reference to the Preliminary Offering Memorandum, which is expected to be distributed on or about April 28, 2025, and the definitive Indenture governing the Notes. The initial purchaser syndicate for the Offering is comprised as follows: The Notes have received th

III. Guarantors The Notes will be guaranteed on a senior secured basis (the "Note Guarantees") by the following direct and indirect subsidiaries of DEH (each, a "Guarantor" and, collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria. Dunmore Nigeria E&P Ltd. is the operator of Oil Mining Leases 47 and 63 (OML 47 and OML 63), located in the Niger Delta region of Nigeria, which together represent a material portion of the Dunmore group's proved and probable hydrocarbon reserves.

2. Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf Operations LLC is the leaseholder and operator of deepwater production assets in the Gulf of Mexico, including working interests in the Green Canyon and Garden Banks protraction areas.

3. Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables LLC owns and operates a diversified solar energy portfolio in West Texas with an aggregate installed capacity of approximately 220 megawatts (MW).

4. Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal. Dunmore Senegal S.A. is the operator of the Cayar Offshore Block, a deepwater exploration and production concession located approximately 100 kilometers offshore Dakar, Senegal.

5. Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware. Dunmore Midstream Holdings Inc. owns and operates pipeline gathering systems and gas processing infrastructure that serve the Dunmore group's upstream operations in the Permian Basin and Eagle Ford Shale.

6. Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales. Dunmore Trading Ltd. serves as the Dunmore group's principal offtake and commodity trading arm, managing the marketing and sale of crude oil, natural gas, and refined products produced by the group's upstream and midstream subsidiaries. Each Guarantor's Note Guarantee will be a senior secured obligation of such Guaran

IV. Use of Proceeds and Impact on Existing Capital Structure Use of Proceeds. The net proceeds from the Offering, together with cash on hand, are expected to be applied as follows: (1) Estimated fees and expenses consist of approximately $17,000,000 in gross spread payable to the initial purchasers (representing 2.00% of the par value of the Notes) and approximately $5,500,000 in estimated legal, accounting, rating a

V. Collateral and Security Structure The Notes will be secured by first-priority security interests (subject to Permitted Liens, as defined in the Indenture) in substantially all of the assets of the Issuers and each Guarantor, other than the ABL Priority Collateral (as defined below). The collateral securing the Notes (the "Notes Priority Collateral") will consist of, among other things: (a) the equity interests of

VI. Request for ABL Lender Consent Pursuant to Section 7.01(b) (Limitation on Indebtedness) and Section 7.03(c) (Limitation on Liens) of the ABL Credit Agreement, the incurrence of the Notes in an aggregate principal amount of $850,000,000 and the granting of security interests in the Notes Priority Collateral and the ABL Priority Collateral (on a second-priority, junior-lien basis) in favor of the Collateral Agent r

VII. Transmittal of Draft Intercreditor Agreement Enclosed with this letter for Velthorn's review and comment is a draft of the Intercreditor Agreement (the "Intercreditor Agreement"), to be entered into among the following parties: • Northgate Trust Company, N.A., as Collateral Agent for the holders of the Notes (the "Notes Collateral Agent"); • Velthorn National Bank, N.A., as Administrative Agent under the ABL Fac

VIII. Enclosed Documents Enclosed with this letter for your reference and review are the following documents:

1. Draft Intercreditor Agreement (marked "DRAFT — Subject to Revision"), consisting of approximately 87 pages plus exhibits and schedules, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors.

2. Draft ABL Lender Consent / Acknowledgment (in the form proposed for Velthorn's execution), consisting of three pages, acknowledging and consenting to the incurrence of the Notes, the granting of security interests, and the execution of the Indenture, the Security Documents, and the Intercreditor Agreement.

3. Summary Term Sheet — 9.375% Senior Secured Notes due 2032 (for reference), reflecting the outline term sheet circulated in connection with the organizational call held on April 21, 2025.

4. Dunmore Group Organizational Chart, showing the corporate structure of the Dunmore group, including the Issuers, the Guarantors, and their respective jurisdictions of organization, ownership percentages, and intercompany relationships.

IX. Timeline and Requested Response Date As noted above, the Offering is being conducted on an expedited timeline. The key dates in the Offering process are as follows: In light of the foregoing timeline, we respectfully make the following requests: (a) Comments on Draft Intercreditor Agreement. We request that Velthorn and Pruitt Halsey provide their initial comments on the enclosed draft Intercreditor Agreement wit

X. Contact Information Please direct all questions, comments, and correspondence regarding this letter and the enclosed documents to the following individuals at Calderwood & Harkness LLP: Jennifer Kwon, Partner — Capital Markets Direct Dial: (212) 558-3274 Email: jkwon@calderwoodharkness.com Eric Johannsen, Associate — Capital Markets Direct Dial: (212) 558-4891 Email: ejohannsen@calderwoodharkness.com For questions

XI. Confidentiality Notice The enclosed documents and the information contained in this letter are confidential and are being provided solely for the use of Velthorn National Bank, N.A. (and its legal counsel, Pruitt Halsey LLP) in connection with the evaluation and processing of the consent request and the review and negotiation of the Intercreditor Agreement. The enclosed materials contain material non-public infor

1. Draft Intercreditor Agreement (marked "DRAFT — Subject to Revision")

2. Draft ABL Lender Consent / Acknowledgment (form for execution by Velthorn National Bank, N.A.)

3. Summary Term Sheet — 9.375% Senior Secured Notes due 2032

4. Dunmore Group Organizational Chart Term | Description Issuers | Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. Aggregate Principal Amount | $850,000,000 Coupon | 9.375% per annum Interest Payment Dates | Semi-annually on May 1 and November 1 of each year, commencing November 1, 2025 Maturity Date | May 1, 2032 Issue Price | 98.50% of par Gross Proceeds | $837,250,000 Original Issue discount | 1.50