Contract analysis

I. Introduction and Purpose 1.1 Scope of This Memorandum This memorandum provides Calderwood & Harkness LLP's ("C&H") comprehensive analysis and markup of the tax gross-up, additional amounts, and tax redemption provisions contained in the Indenture dated as of May 15, 2025 (the "Indenture"), among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company (Cayman Registry No. MC-384726) (the "Issuer" or "DEH"),

II. Analysis of Indenture Tax Gross-Up Provisions (Section-by-Section Markup) This Part II provides a detailed section-by-section analysis of the principal tax gross-up provisions of the Indenture. For each provision, we set forth the substance of the draft language, identify issues and ambiguities, and provide our recommendations. The full text of the relevant Indenture provisions, marked up with tracked changes and

III. Tax Redemption Provisions The tax redemption provisions of the Indenture afford the Issuers the right to redeem the Notes in whole in the event that adverse changes in tax law render it necessary for the Issuers or any Guarantor to pay Additional Amounts. The tax redemption right is a standard feature of high-yield indentures for Cayman-domiciled issuers and serves as a safety valve that permits the Issuers to t

IV. Jurisdiction-Specific Tax Analysis This Part IV provides a detailed analysis of the withholding tax regime in each Relevant Taxing Jurisdiction, the available exemptions and treaty relief, and the implications for the gross-up and tax redemption provisions of the Indenture. 4.1 Cayman Islands Current Tax Status. The Cayman Islands does not impose any income tax, corporation tax, profits tax, withholding tax, capi