Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY This memorandum has been prepared by Leonard Cross of Calderwood & Harkness LLP, in consultation with Nigel Ashworth of Kincaid & Moreau LLP (Cayman Islands counsel to Dunmore Energy Holdings Ltd.), for the purpose of confirming the current tax-exempt status of Dunmore Energy Holdings Ltd. ("DEH" or the "Company") under the laws of the Cayman Islands. This confirmation is rendered in

II. BACKGROUND ON THE OFFERING AND RELEVANCE OF CAYMAN TAX STATUS A. The Offering DEH and DUFC (a Delaware corporation, EIN 93-4728106), as co-issuers, are proposing to issue $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032. DUFC is a wholly-owned subsidiary of DEH that was formed solely for the purpose of serving as co-issuer of the Notes and has no independent operations, asset

III. CAYMAN ISLANDS TAX FRAMEWORK — OVERVIEW A. No Income, Corporate, Capital Gains, or Withholding Tax The Cayman Islands does not currently impose any form of income tax, corporate tax, capital gains tax, or withholding tax on companies incorporated or registered in the jurisdiction. This has been a longstanding and fundamental feature of the Cayman Islands fiscal regime, and it applies equally to exempted companie

IV. TAX UNDERTAKING UNDER CAYMAN ISLANDS LAW A. Statutory Basis — The Tax Concessions Act (as revised) The Tax Concessions Act (as revised) of the Cayman Islands (the "Tax Concessions Act") provides the statutory basis for the issuance of a tax undertaking (commonly referred to as a "Tax Undertaking" or "Tax Exemption Undertaking") by the Cayman Islands government to an exempted company. Under Section 6 of the Tax Co

V. INTERACTION WITH INDENTURE PROVISIONS A. Tax Gross-Up / Additional Amounts The Indenture (execution version dated May 15, 2025, among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent) contains provisions in Article 4, Section 4.14, requiring the Issuers to pay "Additional Amounts" to holders and beneficial owners of the Notes in the event that any payment of principal,

VI. COORDINATION WITH U.S. TAX ANALYSIS The companion U.S. Federal Income Tax Memorandum, also prepared by Leonard Cross of Calderwood & Harkness LLP, separately addresses the following matters: (i) the U.S. federal income tax treatment of the Notes for U.S. holders and non-U.S. holders, including the treatment of the original issue discount of $12,750,000; (ii) FATCA implications for a Cayman Islands issuer, includi

VII. CONFIRMATION FROM KINCAID & MOREAU LLP Nigel Ashworth of Kincaid & Moreau LLP, Cayman Islands counsel to DEH, has confirmed orally to the undersigned and will confirm in writing (as part of the Cayman Law Opinion to be delivered at closing) the following: (a) DEH is duly incorporated and existing in good standing as an exempted company under the Companies Act (as revised) of the Cayman Islands, has full corporat

VIII. ACTION ITEMS AND NEXT STEPS The following action items should be completed promptly to ensure that the Tax Undertaking and related deliverables are in place on or before the closing date:

1. Tax Undertaking Application — Immediate Action Required Kincaid & Moreau LLP (Nigel Ashworth) shall prepare and file the Tax Undertaking application with the Cayman Islands government (Tax Concessions Secretariat) at the earliest practicable date, targeting issuance of the Tax Undertaking no later than May 12, 2025 (the anticipated pricing date). Kincaid & Moreau LLP should utilize all available channels to expedi

2. Documentation — Closing Binder Upon receipt, the Tax Undertaking certificate shall be included in the closing binder as a required transaction document. The Tax Undertaking shall be referenced in the Officers' Certificate and the Secretary's/Director's Certificate to be delivered by DEH at closing. Copies of the Tax Undertaking shall be provided to Northgate Trust Company, N.A. (William Kerrigan), as Trustee, and

3. Offering Memorandum — Final Tax Disclosure The tax disclosure section of the Final Offering Memorandum (the "Cayman Islands Tax Considerations" section and related risk-factor disclosure) should be reviewed one final time to confirm that it accurately reflects the Cayman Islands tax position described in this memorandum and the expected receipt of the Tax Undertaking. Any necessary revisions or updates should be c

4. Indenture — Confirmation of Tax Provisions The Additional Amounts (Section 4.14) and Tax Redemption (Section 3.09) provisions in the execution version of the Indenture should be reviewed against this memorandum's analysis to confirm consistency. The Tax Covenant Commentary prepared by Leonard Cross (circulated separately to the working group on April 22, 2025) provides a detailed section-by-section analysis of the

5. Closing — Master Closing Checklist The Tax Undertaking shall be listed on the Master Closing Checklist as a required closing deliverable. The responsible parties are: • Preparation and Filing: Kincaid & Moreau LLP (Nigel Ashworth) • Receipt and Verification: Leonard Cross (Calderwood & Harkness LLP) • Inclusion in Closing Binder: Calderwood & Harkness LLP closing team • Notification to Trustee: William Kerrigan (N

IX. CONCLUSION Based on our review of applicable Cayman Islands law, in consultation with Kincaid & Moreau LLP, we confirm the following:

1. Tax-Exempt Status. DEH is currently exempt from all forms of taxation in the Cayman Islands, including income tax, corporate tax, capital gains tax, withholding tax, estate duty, inheritance tax, and gift tax. Payments of interest, principal, and premium (if any) on the Notes will not be subject to any Cayman Islands tax, and no withholding or deduction for or on account of Cayman Islands taxes will be required on

2. Tax Undertaking. The Tax Undertaking, once obtained from the Governor in Cabinet under the Tax Concessions Act (as revised), will provide additional contractual certainty for the benefit of DEH and the holders of the Notes for a period of up to thirty (30) years from the date of issuance. The Tax Undertaking will constitute a binding commitment by the Cayman Islands government that no future legislation imposing t

3. No Pending Changes. There is no current legislative, regulatory, or policy initiative in the Cayman Islands that would alter DEH's tax-exempt status or impose any form of direct taxation on DEH or on payments under the Notes. We will continue to monitor developments in Cayman Islands tax law and policy and will promptly notify DEH if any relevant changes are proposed or announced.

4. Adequacy of Support. This memorandum, together with the Cayman Law Opinion to be delivered by Kincaid & Moreau LLP at closing, provides adequate support for the tax-related representations and covenants in the Indenture (including the Additional Amounts and Tax Redemption provisions) and the tax disclosure in the Final Offering Memorandum. We are available to discuss this memorandum and the recommended action item

1. Certified copy of the Certificate of Incorporation of Dunmore Energy Holdings Ltd.;

2. Memorandum and Articles of Association of Dunmore Energy Holdings Ltd. (as currently in effect); and

3. Certificate of Good Standing issued by the Cayman Islands Registrar of Companies, dated [date]. Filing Fee The applicable filing fee in the amount of CI$[amount] is enclosed herewith. We respectfully request that the Tax Undertaking be issued at the earliest practicable date, and in any event no later than May 12, 2025, in order to accommodate the anticipated closing date for the Notes offering of May 15, 2025. We

1. The Tax Concessions Act (as revised) The Tax Concessions Act (as revised) of the Cayman Islands provides the legislative framework for the granting of tax concessions and undertakings to exempted companies, exempted limited partnerships, and certain other qualifying entities.

Section 6 — Undertakings to Exempted Companies

Section 6 of the Tax Concessions Act empowers the Governor in Cabinet to grant an undertaking to an exempted company providing that, in the event of any legislation being enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations, such tax shall not be applicable to the exempted company or to any of its operations. The undertaking extends to the shares, debentures, and oth

Section 6(2) — Scope of Protection

Section 6(2) specifies that the undertaking shall provide that no law thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations shall apply to the company or its operations, and that no such tax, and no tax in the nature of estate duty or inheritance tax, shall be payable on the shares, debentures, or other obligations of the company. Application Process Applic

2. The Companies Act (as revised) The Companies Act (as revised) of the Cayman Islands governs the incorporation, organization, operation, and winding up of companies in the Cayman Islands, including exempted companies. Part VIII — Exempted Companies Part VIII of the Companies Act sets forth the requirements for the incorporation and operation of exempted companies. The key provisions relevant to this memorandum are

3. The Tax Information Authority Act (as revised) The Tax Information Authority Act (as revised) of the Cayman Islands establishes the Tax Information Authority ("TIA") and provides the legal framework for the Cayman Islands' participation in international tax transparency and information exchange initiatives. CRS Implementation The Tax Information Authority Act, together with the Tax Information Authority (Internati