Contract analysis

I. Introduction and Purpose This memorandum provides the internal working draft of the OFAC and sanctions-related risk factors, together with marginal commentary, tracked edits, and resolution notes, for the Offering Memorandum (the "OM") in connection with the offering by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH"), and Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issue

1. OFAC and Sanctions Compliance Memorandum — Separately circulated to the matter team, this memorandum provides the legal framework analysis of applicable sanctions regimes and their application to DEH and its subsidiaries.

2. Sanctions Screening Results Summary — Based on the Sandoval Compliance Solutions LLC report prepared by Rosa Medina, screening completed April 25, 2025. As of that date, no hits were identified against any screened entity or individual on the OFAC SDN List, OFAC SSI List, EU Consolidated Sanctions List, or UK OFSI Consolidated List. The summary is documented in sanctions-screening-results-summary.docx.

3. OFAC Covenant and Representation Drafting Memorandum — Prepared by Eric Johannsen. This memorandum addresses the drafting of the sanctions-related representations and covenants in the Indenture and the Purchase Agreement, including the defined term "Applicable Sanctions" and the negative covenant restricting the use of proceeds.

4. Side Letter — Sanctions Representations — This supplemental letter, executed concurrently with the Purchase Agreement among the Issuers, the Guarantors, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), provides additional sanctions representations from the Issuers not included in the body of the Purchase Agreement. This memorandum also cross-references

II. Overview of Sanctions Exposure — Factual Predicate This Section sets forth the factual predicate underlying the sanctions risk factors. A clear understanding of the Issuer's geographic footprint, the sanctions regimes implicated, and the key counterparties is essential to ensuring that the risk factor disclosure is accurate, complete, and appropriately calibrated. The factual summary below is based on information

III. Draft Risk Factor Text — OFAC and Sanctions Compliance This Section contains the draft text of each of the five sanctions and OFAC-related risk factors proposed for inclusion in the Offering Memorandum, together with marginal commentary reflecting the internal deliberations of the drafting team. The risk factor text below reflects the current state of the drafting process as of April 28, 2025, incorporating Jenn

IV. Commentary on Specific Drafting Issues This Section addresses discrete drafting issues that have arisen during the preparation of the sanctions risk factors and that require resolution or further discussion among the C&H team. These issues are presented in the order in which they were identified during the drafting process. A. Use of the Term "OFAC" All risk factors must use the exact phrase "OFAC" — referring to

V. Comparison to Market Precedent Claire Dempsey has reviewed risk factor disclosure from three recent comparable Rule 144A high-yield offerings by oil and gas issuers with West African operations. The purpose of this comparison is to benchmark the proposed Dunmore risk factor disclosure against current market practice and to ensure that the disclosure is at least as robust as — and preferably more comprehensive than

VI. Coordination with Other Workstreams The sanctions risk factors do not exist in isolation. Their accuracy, completeness, and consistency depend on coordination with multiple other workstreams within the overall offering process. This Section identifies the key coordination points and assigns responsibilities and deadlines. A. Coordination with Sandoval Compliance Solutions LLC All factual statements in the risk fa

VII. Open Items and Action Items The following table summarizes the open items and action items arising from this drafting notes memorandum. Each item is assigned to a specific owner with a target completion date and current status. Note: Any changes to the status of these action items should be communicated promptly to Jennifer Kwon and Claire Dempsey. If any action item cannot be completed by its target date, the r

VIII. Appendix A — Redline Markup of Risk Factor Text The full tracked-changes version of the five risk factors is attached as Appendix A to this memorandum in Ashbury Holdings Word format. The tracked-changes document shows the following layers of edits: • Claire Dempsey initial draft (April 27, 2025): Insertions shown in red; this represents the base draft prepared from precedent language adapted for Dunmore's spec

IX. Appendix B — Key Defined Terms for Sanctions Risk Factors The following table sets forth the defined terms used in the sanctions risk factors and their corresponding definitions as used in the Indenture and Purchase Agreement. Eric Johannsen is responsible for confirming that these definitions are aligned with the execution versions of the Indenture and Purchase Agreement (Action Item #1).

X. Appendix C — Summary of Screening Results (Cross-Reference) This appendix provides a brief summary of the sanctions screening results, cross-referencing the detailed Counterparty and JV Partner Sanctions Checklist (counterparty-sanctions-checklist.xlsx) and the Sanctions Screening Results Summary (sanctions-screening-results-summary.docx) prepared by Calderwood & Harkness LLP based on the Sandoval Compliance Solut