Contract analysis

I. EXECUTIVE SUMMARY AND PURPOSE This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") review of the material contracts of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore"), Dunmore upstream Finance Corp. ("DUFC"), and each of the Guarantor subsidiaries (collectively, the "Dunmore Group" or the "Group") in connection with the proposed offering (the "Offering") of $850,000,000 aggregate princip

II. SUMMARY OF MATERIAL CONTRACTS BY CATEGORY We reviewed a total of approximately twenty-eight (28) material contracts across the Dunmore Group. The following table provides an overview of these contracts organized by category, identifying the contracting Dunmore entity, the counterparty, the governing law, the date of execution, key economic terms, and whether the contract constitutes Notes Priority Collateral unde

III. PRODUCTION SHARING CONTRACTS (PSCs) The Dunmore Group's upstream oil and gas production is governed primarily by three production sharing contracts in Nigeria and Senegal, which together account for the substantial majority of the Group's proved reserves and revenue. Each PSC is discussed below. A. OML 47 Production Sharing Contract — Nigeria Contracting Entity: Dunmore Nigeria E&P Ltd. ("DNEPL"), acting as cont

IV. JOINT OPERATING AGREEMENTS (JOAs) The Dunmore Group's operations under each of the PSCs and the Gulf of Mexico leases are governed by joint operating agreements among the participants. Each JOA establishes the rights and obligations of the parties in relation to the conduct of operations, the approval of work programs and budgets, the allocation of costs, and the transfer of participating interests. The material

V. HYDROCARBON OFFTAKE AND SALES AGREEMENTS The Dunmore Group's revenue is generated primarily through the sale of crude oil, condensate, and natural gas produced from its upstream assets. The material offtake and sales agreements are summarized below. These agreements are critical to the collateral analysis because the contracts themselves (as opposed to the receivables arising thereunder) constitute Notes Priority

VI. PIPELINE AND MIDSTREAM TRANSPORTATION AGREEMENTS The Dunmore Group's production is transported from the wellhead to export terminals, processing facilities, and delivery points through a network of pipelines and midstream infrastructure, some of which is owned by the Group (through Dunmore Midstream Holdings Inc.) and some of which is operated by third parties under tariff-based transportation and processing agre

VII. EXISTING DEBT AGREEMENTS The Dunmore Group's existing debt structure consists of two principal instruments: (a) the ABL revolving credit facility with Velthorn National Bank, N.A. as administrative agent, and (b) the outstanding 7.50% Senior Unsecured Notes due 2028. The proposed Notes offering is designed to (i) refinance a portion of the existing 2028 Unsecured Notes and (ii) provide funding for Phase II devel