Contract analysis

1. Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Company Registration No. MC-334821), with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, and its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, TX 77010, USA ("Dunmore" or "DEH");

2. Greystone Capital Partners Fund IV, L.P., a Delaware limited partnership, acting by its general partner, Greystone Capital Management LLC, a Delaware limited liability company, with offices at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA ("Greystone" or "Greystone Fund IV"); and

3. Thornbury Infrastructure Fund II, L.P., a Cayman Islands limited partnership, acting by its general partner, Thornbury Asset Management Ltd., a limited company organized under the laws of England and Wales, with offices in London, United Kingdom ("Thornbury" or "Thornbury Fund II"). Each of the foregoing is referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. The Matter. The

Section 1.1 — "Agreement." "Agreement" means this Joint Defense and Common Interest Agreement, as executed by the Parties on the date first written above, including all exhibits, schedules, and attachments hereto, and as the same may be amended, modified, or supplemented from time to time in accordance with Section 10.2.

Section 1.2 — "Common Interest Materials." "Common Interest Materials" means any and all communications, documents, memoranda, analyses, reports, notes, summaries, work product, legal research, factual analyses, interview summaries, forensic accounting findings, e-discovery reports, transaction analyses, compliance assessments, regulatory filings, drafts, presentations, correspondence, opinions, and other materials,

Section 1.3 — "Counsel." "Counsel" means: (a) For Dunmore: Calderwood & Harkness LLP, and specifically Victoria Chambers (Responsible Partner), Howard Quinn (Billing Partner), and the following members of the Calderwood & Harkness team assigned to Calderwood & Harkness Matter No. 1016-00009: Jasmine Thornton (Senior Associate), Liam Donahue (Senior Associate), Conrad Reeves (Associate), Amara Osei (Associate), Nichol

Section 1.4 — "Matter." "Matter" means the DOJ Inquiry, including but not limited to: (a) the grand jury investigation in the U.S. District Court for the District of Columbia (Grand Jury 22-2), including grand jury subpoena GJ No. 22-418 and any subsequent subpoenas, document requests, or investigative demands issued in connection therewith; (b) any related investigation, inquiry, or enforcement action by OFAC; (c) a

Section 1.5 — "Party" and "Parties." "Party" means each of Dunmore, Greystone, and Thornbury individually. "Parties" means Dunmore, Greystone, and Thornbury collectively, and, following any amendment under Section 10.4, any additional party admitted to this Agreement.

Section 1.6 — "Privileged Information." "Privileged Information" means any information, communication, document, or material that is protected by the attorney-client privilege, the work product doctrine (including opinion work product and fact work product), or any other applicable privilege, immunity, or protection under federal, state, or foreign law, including but not limited to protections recognized under the co

Section 1.7 — "Producing Party." "Producing Party" means the Party that shares, discloses, or otherwise makes available Common Interest Materials to another Party or its Counsel under this Agreement. A Party may be a Producing Party with respect to certain Common Interest Materials and a Receiving Party with respect to other Common Interest Materials.

Section 1.8 — "Receiving Party." "Receiving Party" means the Party that receives, obtains access to, or is otherwise provided with Common Interest Materials from a Producing Party or its Counsel under this Agreement.

ARTICLE II COMMON INTEREST AND JOINT DEFENSE

Section 2.1 — Acknowledgment of Common Interest. The Parties acknowledge and agree that they share a common legal interest in the Matter and that the sharing of Common Interest Materials among themselves and their respective Counsel is necessary and appropriate to advance that common legal interest. The Parties further acknowledge that their common interest is genuine, substantial, and directly related to the pending

Section 2.2 — No Attorney-Client Relationship Created. Nothing in this Agreement shall be construed to create an attorney-client relationship between any Party and the Counsel of another Party. Calderwood & Harkness LLP represents Dunmore only. Harwood & Pennington LLP represents Greystone only. Thornbury's in-house counsel and any outside counsel retained by Thornbury represent Thornbury only. Each Party's Counsel o

Section 2.3 — Independent Counsel. Each Party retains the right, at all times, to make independent decisions regarding the conduct of the Matter, including but not limited to decisions regarding: (a) cooperation with the DOJ, including whether to enter into a cooperation agreement, proffer agreement, or non-prosecution agreement; (b) voluntary self-disclosures to OFAC or other governmental agencies, including the Bur

ARTICLE III SHARING OF COMMON INTEREST MATERIALS

Section 3.1 — Authorization to Share. Each Party hereby authorizes its Counsel to share Common Interest Materials with the other Parties and their respective Counsel, subject to and in accordance with the terms and conditions of this Agreement. Such authorization extends to the sharing of materials that are protected by the attorney-client privilege, the work product doctrine, and any other applicable privilege or pr

Section 3.2 — Types of Materials Subject to Sharing. The following types of materials may be shared as Common Interest Materials, to the extent the Producing Party, in consultation with its Counsel, determines that sharing is appropriate in furtherance of the Parties' common legal interest: (a) Legal Memoranda and Analyses. Legal memoranda, research memoranda, opinion letters, legal analyses, and briefing papers rega

Section 3.3 — Method of Sharing. Common Interest Materials shall be shared through direct communications among designated Counsel, whether in person, by telephone, by videoconference (using secure platforms such as those approved by each Party's Counsel), or by secure electronic transmission (including encrypted email, secure file-sharing platforms, and password-protected document repositories). The following protoco

Section 3.4 — Designated Points of Contact. The following individuals are designated as the primary points of contact for purposes of the sharing of Common Interest Materials under this Agreement: (a) Dunmore: Victoria Chambers, Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006, USA (Tel: (202) 555-7200; Email: vchambers@calderwoodharkness.com); and Howard Quinn, Calderwood & Har

ARTICLE IV CONFIDENTIALITY AND NON-DISCLOSURE

Section 4.1 — Confidentiality Obligations. Each Receiving Party shall maintain the strict confidentiality of all Common Interest Materials received under this Agreement and shall not disclose, disseminate, distribute, publish, or otherwise make available such materials to any person or entity other than the following: (a) The Receiving Party's Counsel, as defined in Section 1.3, to the extent such Counsel has a need

Section 4.2 — No Disclosure to Third Parties. No Party shall disclose, produce, or otherwise make available any Common Interest Materials to any third party without the prior written consent of the Producing Party. Without limiting the generality of the foregoing, Common Interest Materials shall not be disclosed to any of the following without the prior written consent of the Producing Party: (a) The DOJ, including A

Section 4.3 — Court-Ordered Disclosure. In the event that any Party or its Counsel receives a subpoena, court order, grand jury subpoena, civil investigative demand, regulatory request, or other legal process requiring or purporting to require disclosure of Common Interest Materials, the Receiving Party shall: (a) Promptly notify the Producing Party and all other Parties to this Agreement in writing of the receipt of

Section 4.4 — Security of Materials. All Common Interest Materials in written, electronic, or other tangible form shall be stored securely, and access to such materials shall be limited to those persons authorized to receive them under Section 4.1. Without limiting the foregoing: (a) Physical copies of Common Interest Materials shall be stored in locked offices, file cabinets, or other secure locations with restricte

ARTICLE V PRESERVATION OF PRIVILEGE

Section 5.1 — No Waiver. The Parties intend and agree that the sharing of Common Interest Materials under this Agreement shall not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege, immunity, or protection, whether under federal common law, state law, or the law of any foreign jurisdiction. This Agreement is entered into in express reliance on the commo

Section 5.2 — Selective Waiver. The Parties acknowledge that, in the course of the Matter, one or more Parties may determine, in the exercise of independent judgment and upon the advice of their respective Counsel, that it is in their interest to make a selective disclosure of Privileged Information to the DOJ, OFAC, or any other governmental authority. Such selective disclosure may occur in connection with, among ot

Section 5.3 — Privilege Logs. In the event that any Party is required to produce a privilege log in connection with the Matter or any related proceeding, Common Interest Materials may be identified on such privilege log with the basis for withholding described as "common interest / joint defense privilege" without further elaboration regarding the substance of the communication or the identity of the specific Party o

ARTICLE VI LIMITATIONS AND EXCLUSIONS

Section 6.1 — Scope Limitations. This Agreement applies solely to the Matter as defined in Section 1.4. This Agreement does not extend to, and shall not be deemed to create a common interest with respect to, any unrelated matter, dispute, claim, or proceeding among the Parties, including without limitation: (a) Any dispute arising from or relating to the Greystone or Thornbury investment in Dunmore, whether under equ

Section 6.2 — Exclusion of Individual Employee Matters. This Agreement does not cover or extend to the personal legal defense of any individual current or former employee, officer, director, agent, or representative of Dunmore or any of its subsidiaries. Without limiting the generality of the foregoing, this Agreement does not extend to the personal legal interests of the following individuals, each of whom has retai

Section 6.3 — No Obligation to Continue Sharing. Any Party may, at any time and for any reason or no reason, decline to share any particular Common Interest Materials or any category of Common Interest Materials with the other Parties, without providing a reason for such decision and without such decision constituting a breach of this Agreement. The decision to share or not to share any particular material shall be m

Section 6.4 — Conflict Among Parties. The Parties acknowledge that their respective interests may diverge during the course of the Matter, and that the existence of a common interest as of the date of this Agreement does not guarantee that such common interest will continue indefinitely. In the event that a conflict of interest arises between or among the Parties that, in the judgment of any Party's Counsel, is suffi

ARTICLE VII WITHDRAWAL AND TERMINATION

Section 7.1 — Voluntary Withdrawal. Any Party may withdraw from this Agreement at any time, with or without cause, by providing written notice of withdrawal to the other Parties and their respective Counsel in accordance with Section 10.5. Withdrawal shall be effective upon receipt of such written notice by all other Parties and their Counsel. A withdrawing Party need not provide a reason for its withdrawal, and with

Section 7.2 — Effect of Withdrawal. Upon the effective date of withdrawal, the withdrawing Party shall: (a) Immediately cease receiving any further Common Interest Materials from the remaining Parties and their Counsel, and the remaining Parties and their Counsel shall cease sharing any further Common Interest Materials with the withdrawing Party; (b) Promptly return to the Producing Party, or destroy (at the electio

Section 7.3 — Termination. This Agreement shall terminate upon the earliest to occur of the following: (a) The written agreement of all Parties to terminate this Agreement; (b) The final resolution of the Matter, including the conclusion of the DOJ Inquiry (whether by declination, non-prosecution agreement, deferred prosecution agreement, plea agreement, settlement, verdict, acquittal, dismissal, or otherwise) and th

Section 7.4 — Survival. The obligations set forth in Article IV (Confidentiality and Non-Disclosure), Article V (Preservation of Privilege), and Section 7.2 (Effect of Withdrawal) shall survive the termination or expiration of this Agreement and shall continue in full force and effect indefinitely, binding upon the Parties, their Counsel, their successors, and their assigns.

ARTICLE VIII REPRESENTATIONS AND WARRANTIES

Section 8.1 — Authority. Each Party represents and warrants to the other Parties that: (a) It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, or other organizational action; (c) The person executing this Agreement on beh

Section 8.2 — Compliance with Obligations. Each Party represents and warrants that it has reviewed and understands the confidentiality, non-disclosure, and privilege preservation obligations set forth in this Agreement, and that it will comply, and will cause its Counsel, directors, officers, employees, agents, and authorized recipients to comply, with all such obligations for the full duration of this Agreement and

Section 9.1 — Good Faith Consultation. In the event of any dispute, controversy, or claim arising under or relating to this Agreement, including any dispute regarding the scope of the common interest, the obligation to share or not share Common Interest Materials, the assertion or waiver of privilege, or the interpretation or enforcement of any provision hereof, the Parties and their respective Counsel shall first at

Section 9.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the federal common law of privilege, as applied by the United States District Court for the District of Columbia, the court with jurisdiction over the grand jury proceeding in the Matter. The Parties acknowledge that the common interest doctrine is a creature of federal common law and that the interpretation and applicat

Section 9.3 — Jurisdiction and Venue. Any judicial proceeding arising out of or relating to this Agreement, including any proceeding to compel disclosure of Common Interest Materials, to enforce the confidentiality or privilege preservation obligations hereunder, or to resolve any dispute regarding the interpretation or application of this Agreement, shall be brought exclusively in the United States District Court fo

ARTICLE X MISCELLANEOUS PROVISIONS

Section 10.1 — Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written communications, negotiations, agreements, understandings, and representations among the Parties relating to the sharing of privileged and work-product-protected information in connection with the Matter. No Party has

Section 10.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties to this Agreement. No oral modification or waiver of any provision hereof shall be effective. Any amendment shall be effective upon execution by all Parties and shall be binding upon the Parties and their respective Counsel.

Section 10.3 — No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties and their respective Counsel and does not create, confer, or bestow any right, benefit, remedy, or cause of action in, upon, or to any third party, whether as a third-party beneficiary or otherwise. No person or entity that is not a Party to this Agreement shall have any right to enforce any term or provis

Section 10.4 — Addition of Parties. Additional parties may be added to this Agreement only by written amendment executed by all existing Parties and the proposed additional party. Any proposed addition of a party must be approved by the unanimous written consent of all existing Parties. No Party shall unilaterally invite or permit any person or entity to participate in the sharing of Common Interest Materials under t

Section 10.5 — Notices. All notices, requests, consents, approvals, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery confirmed; (c) upon transmission by email to the addresses specified belo

Section 10.6 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature (including via DocuSign, Ashford Health IT, or similar platform) or by facsimile transmission shall be valid, binding, and effective for all purposes a

Section 10.7 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining

Section 10.8 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement. IN WITNESS WHEREOF, the Parties have caused this Joint Defense and Common Interest Agreement to be executed as of the date first written above by their duly authorized representatives.