Contract analysis

I. BACKGROUND AND CONTEXT A. The Client and the Matter Calderwood & Harkness LLP was formally retained by Dunmore Energy Holdings Ltd. on April 14, 2022, to conduct a comprehensive internal investigation and to represent the company in connection with an inquiry by the U.S. Department of Justice's National Security Division. Our engagement encompasses the full scope of the government's inquiry, including the developm

II. PROPOSED COMMON INTEREST AGREEMENT — KEY TERMS Set forth below are the principal terms that we propose to include in the formal common interest agreement. We have endeavored to outline terms that are consistent with prevailing practice in matters of this nature and that appropriately balance the need for information sharing with the protection of each party's independent legal interests and privileges. A. Purpose

III. INFORMATION SHARING PROTOCOL — PROPOSED MECHANICS In addition to the substantive terms of the common interest agreement described above, we propose to implement the following information sharing protocol to govern the practical mechanics of communications among the parties and their counsel. A. Regular Updates Calderwood & Harkness proposes to provide periodic written status updates to Harwood & Pennington (and,

IV. PROPOSED NEXT STEPS In light of the foregoing, we propose the following next steps to finalize and implement the common interest arrangement:

1. Review and Comment. We respectfully request that you review the proposed terms outlined in this letter and provide any comments, questions, or proposed modifications at your earliest convenience. We recognize that Greystone may have specific concerns or requirements that we have not addressed, and we are committed to working collaboratively to arrive at terms that are acceptable to all parties.

2. Finalization Call. We propose scheduling a telephone conference during the week of April 25, 2022, to discuss your comments, resolve any open issues, and finalize the terms of the common interest agreement. Please let us know your availability, and we will coordinate a time that works for all relevant participants.

3. Thornbury Participation. I can confirm that Calderwood & Harkness is simultaneously reaching out to Thornbury Infrastructure Fund II, L.P. regarding its participation in the common interest arrangement. Thornbury Fund II holds a 15% equity stake in Dunmore and, as a significant minority investor, has a meaningful interest in coordinating with the majority shareholder and the company in responding to the government

4. Target Execution Date. Given the urgency of the matter, we propose a target execution date for the common interest agreement of April 25, 2022. We recognize that this is an aggressive timeline, but we believe that the expedited pace is warranted by the circumstances described below.

5. Expedited Timeline. The grand jury subpoena's original return date is May 19, 2022. While we intend to request — and have already initiated discussions with AUSA Calloway regarding — an extension of the return date, we must act promptly to preserve documents, issue litigation hold notices, and begin document collection across Dunmore's global operations. The document collection effort will span six jurisdictions —

V. CLOSING Arthur, we are committed to protecting Greystone Fund IV's interests as majority shareholder throughout this process. We understand the gravity of the government's inquiry and the importance of a coordinated, well-managed response. A properly structured common interest arrangement will enable us to work together effectively while preserving each party's independent legal rights and the full protections of