Contract analysis

From: Victoria Chambers <vchambers@calderwoodharkness.com> To: Marcus Wellbourne <mwellbourne@dunmoreenergy.com> Cc: Howard Quinn <hquinn@calderwoodharkness.com> Date: Thu, 14 Apr 2022 06:47:00 -0000 Subject: Dunmore Energy Holdings Ltd. — Engagement Confirmation and Immediate Next Steps

Thank you for the call earlier today. I wanted to follow up promptly to confirm our engagement and outline the immediate steps we need to take over the coming days. Given the nature of the issues you described, time is of the essence, and I want to ensure we are moving in lockstep from the outset.

Calderwood & Harkness LLP is pleased to serve as outside counsel to Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company") in connection with the potential U.S. Department of Justice inquiry concerning sanctions and export controls compliance matters arising from activities at the Dubai trading desk of Dunmore Trading International Ltd. ("DTI"). The executed engagement letter is attached to this email (engagement-

As set forth in the engagement letter, the scope of our engagement currently encompasses (i) conducting a comprehensive internal investigation into the underlying conduct and potential exposure, and (ii) responding to any government inquiries, subpoenas, or other compulsory process that may be directed at Dunmore or its subsidiaries. The entities currently within scope include DTI, Dunmore upstream Americas LLC (Hous

Based on your briefing, I understand the relevant facts as follows. On April 6, 2022, the Office of Foreign Assets Control ("OFAC") added Volkhov Industrial Group JSC ("Volkhov") to the Specially Designated Nationals and blocked Persons List pursuant to Executive Order 14024. That designation triggered a routine OFAC screening refresh across Dunmore's compliance systems, in the course of which your former Chief Compl

Importantly, as you noted, Volkhov was previously designated under OFAC Directive 2 (sectoral sanctions pursuant to E.O. 13662) on November 15, 2019. This raises significant questions about the historical scope of potential exposure and whether any transactions during the period between the November 2019 sectoral designation and the April 2022 full SDN listing may have violated the applicable sanctions regime. We wil

The conduct at issue reportedly involves DTI's Dubai-based trading desk, including crude oil swap transactions and potentially oilfield equipment exports. Given the nature of the underlying activity — particularly any export of U.S.-origin items or items subject to the Export Administration Regulations — we anticipate that the DOJ's National Security Division would be the relevant prosecutorial entity if a formal inv

I am also mindful of the multi-jurisdictional dimensions of this matter. Dunmore is domiciled in the Cayman Islands with operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas. DTI operates from the Dubai International Financial Centre. These cross-border elements — spanning the United States, the UAE, the Cayman Islands, Germany, Nigeria, and the United Kingdom — will require careful coordinati

I have outlined below the critical action items that we need to address in the coming days. I would ask that you review these carefully and let me know if you have questions or concerns about any of them.

We initiated a preliminary conflicts check on April 13, 2022, which was finalized today. The check was run against Dunmore and all known subsidiaries, as well as Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, Caspian Logistik GmbH, Greystone Capital Partners Fund IV, L.P., Thornbury Infrastructure Fund II, L.P., and all key individuals identified to date. No conflicts were identified. We

**(b) Litigation Hold — Action Required by April 20, 2022**

I strongly recommend that Dunmore issue litigation hold notices to all Company entities globally no later than Wednesday, April 20, 2022. Even in the absence of compulsory process, the Company's awareness of potential exposure triggers preservation obligations, and a timely, well-documented litigation hold will be critical to demonstrating good faith and cooperation with any future government inquiry.

The hold will need to encompass custodians across the Cayman Islands, UAE, United States, Germany, Nigeria, and the United Kingdom. Jasmine Thornton, together with our paralegal team — Elena Vasquez and Thomas Bradshaw — is already preparing both a template hold notice and custodian-specific notices tailored to the relevant jurisdictions and roles.

To finalize these notices, we will need your assistance identifying and confirming the key custodians. Based on our initial discussion, I anticipate the following individuals will be among the priority custodians:

- Derek Hargrave, President, DTI (Dubai) - Natasha Sorokin, Senior Trader, DTI (Dubai) - Omar Al-Rashidi, Head of Middle East Operations (Dubai) - Yves Leclerc, Director of Logistics & Shipping - Gerald Fisk, Chief Compliance Officer - Rajesh Malhotra, Controller, DTI (Dubai) - Tobias Engel, Managing Director, Dunmore Renewables GmbH (Hamburg)

Please let us know if there are additional individuals we should include or if any of the above are no longer with the Company.

One additional note: preservation obligations under UAE law and DIFC regulations may differ in material respects from U.S. standards. Amara Osei, an associate in our London office with experience in UAE regulatory matters, will prepare a short memorandum on UAE/DIFC preservation requirements so that we can ensure our hold notices are adequate under all applicable legal frameworks.

**(c) Document Collection and E-discovery**

We will need to engage an e-discovery vendor promptly to assist with document collection, processing, hosting, and technology-assisted review ("TAR"). Given the cross-border dimensions of this matter and the volume of data we can anticipate from DTI's trading desk operations — including trade confirmations, communications (email, Westmark Services Inc. chat, instant messaging), compliance records, and shipping docume

I recommend retaining Nexagen Analytics Inc. for this work. The firm has worked with Nexagen on several similar cross-border matters and has confidence in their capabilities, particularly with respect to collecting data from multiple international jurisdictions and handling multilingual document sets. I will circulate a proposed e-discovery protocol and vendor engagement letter for your review early next week.

In the meantime, I would ask that you begin the process of identifying and mapping all potentially relevant data sources across each of Dunmore's global entities. This early data mapping exercise will be critical to scoping the collection effort and managing costs.

Given the financial complexity of the transactions at issue — crude oil swaps, oilfield equipment sales, trade finance arrangements, and the intermediary role of Petronova — I recommend that we promptly engage a forensic accounting firm to assist in tracing transaction flows, analyzing counterparty relationships, and identifying any proceeds or funds that may have flowed to or from sanctioned parties. I will recommen

**(e) Anticipation of Government Process**

I want to be candid with you about the posture we should adopt. While no subpoena or other compulsory process has been received to date, given the timing of the SDN designation on April 6, the nature of the underlying conduct, and the current enforcement environment, we should anticipate the real possibility of a grand jury subpoena or other DOJ inquiry in the near term. The interplay between OFAC's designation activ

Our objective should be to position the Company to respond swiftly and credibly to any such process and, more broadly, to demonstrate the kind of proactive, voluntary cooperation that is recognized and credited under the DOJ's Corporate Enforcement Policy. The steps we are taking now — the internal investigation, the litigation hold, the engagement of forensic accountants — are exactly the kinds of measures that the

**(f) Shareholder Notification and Common Interest Agreement**

I understand that Greystone Capital Partners Fund IV, L.P. holds approximately 62.5% of Dunmore's equity and is represented by Harwood & Pennington LLP (Arthur Pennington III), and that Thornbury Infrastructure Fund II, L.P. holds approximately 15%. Both entities will need to be apprised of this matter, and I anticipate they will want to be closely involved.

I recommend that we explore entering into a common interest or joint defense agreement with Greystone and its counsel to facilitate the sharing of privileged and work-product-protected information without waiving applicable protections. With your permission, I will reach out directly to Arthur Pennington at Harwood & Pennington to begin that discussion. Please let me know if there are any sensitivities I should be aw

Howard Quinn will handle prompt notification to Garrison Mutual Insurance Co. under the Company's directors' and officers' liability policy (Policy No. GM-DO-2021-08734) regarding the potential claim. Early notification is important to preserve coverage rights for defense costs and any potential future liabilities. Howard will coordinate with you on the specific notice requirements under the policy.

We have assembled a core team with the experience and geographic reach that this matter requires:

- **Victoria Chambers** — Responsible Partner (Washington, D.C.): overall strategic direction and government interface - **Howard Quinn** — Billing Partner (New York): D&O insurance, financial aspects, billing oversight - **Jasmine Thornton** — Lead Associate (Washington, D.C.): day-to-day management of the internal investigation, litigation hold, and document review - **Liam Donahue** — Working Associate (New York):

The firm's offices in Washington, D.C., New York, Houston, London, and Dubai will be engaged as needed given the multi-jurisdictional scope of the matter. We will, of course, keep the team as lean as the circumstances permit and will discuss staffing in more detail as part of the budget conversation.

I would like to request that you arrange an initial call — ideally early next week, during the week of April 18 — that would include Callum Renshaw (CEO) and Sandra Whitfield (CFO), in addition to yourself. The purpose of the call would be threefold: (i) to receive a direct briefing from the Company's leadership on their understanding of the situation, the operations of the DTI trading desk, and Dunmore's historical

Please let me know what times work on your end and I will coordinate.

Marcus, I want to underscore the importance of acting quickly and decisively over the coming days. The steps we take now — before any government process is received — will define the Company's posture for the duration of this matter. Our ability to demonstrate that Dunmore acted proactively, preserved documents thoroughly, and initiated a credible internal investigation voluntarily and in good faith will be among the

I am confident that our team has the depth, experience, and geographic reach to handle this matter effectively, and we are committed to providing the Company with the highest level of service and counsel.

Please note that all communications on this matter — including this email and its attachment — should be treated as privileged attorney-client communications and/or attorney work product. They should not be forwarded or disclosed to any third party without prior consultation with me.

I am available at any time for urgent matters. My direct line is (202) 555-0147 and my mobile is (202) 555-0293. Please do not hesitate to call.

Victoria Chambers Partner Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 T: (202) 555-0147 | M: (202) 555-0293 vchambers@calderwoodharkness.com

**PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION**