Contract analysis

I. PURPOSE AND BACKGROUND A. Purpose of This Memorandum The purpose of this memorandum is to set forth the proposed staffing plan across Calderwood & Harkness LLP ("C&H" or the "Firm") offices, define the investigation workstreams, and provide a preliminary budget estimate for the defense of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the inquiry opened by the U.S. Department of Justice ("DOJ

1. Internal Investigation: A comprehensive internal investigation into potential sanctions and export control violations arising from activities conducted at Dunmore Trading International Ltd.'s ("DTI") Dubai trading desk, including crude oil swap transactions with Petronova Trading FZE and Zenith Petroleum DMCC and oilfield equipment exports facilitated through Caspian Logistik GmbH.

2. DOJ Subpoena Response: Analysis of, and response to, the anticipated grand jury subpoena GJ No. 22-418, including document collection, processing, review, and production.

3. OFAC-Related Analysis: Detailed analysis of the applicable OFAC sanctions frameworks, including the OFAC 50% Rule as applied to Petronova Trading FZE, and an assessment of potential violations of OFAC-administered sanctions programs.

4. Potential Voluntary Self-Disclosure: Evaluation and, if appropriate, preparation and filing of a voluntary self-disclosure with OFAC, the timing of which will be coordinated with the overall defense strategy.

5. Compliance Remediation: Assessment of Dunmore's pre-existing sanctions and export controls compliance program and design and implementation of enhanced compliance measures.

6. Defense of Dunmore: Strategic advocacy before the DOJ National Security Division, Counterintelligence and Export Control Section ("NSD/CES"), with the goal of obtaining a declination of prosecution under the DOJ's Corporate Enforcement Policy. The potential violations at issue include violations of U.S. sanctions laws, specifically OFAC-administered programs under Executive Order 14024 and Directive 2 under Execut

1. Dunmore Trading International Ltd. ("DTI") — The primary entity of concern. DTI holds DIFC License No. CL-4827 and is located at Level 14, Gate Building 3, Dubai International Financial Centre, Dubai, United Arab Emirates. DTI operates Dunmore's commodity trading desk in the Middle East and is the entity through which the suspect transactions with Petronova, Zenith Petroleum, and Caspian Logistik were conducted.

2. Dunmore upstream Americas LLC ("DUA") — A Delaware limited liability company (EIN 84-2937561) headquartered in Houston, Texas. DUA houses the company's upstream exploration operations in the Americas and is the employer of record for certain Houston-based executives with oversight responsibility for DTI operations.

3. Dunmore Renewables GmbH — A German limited liability company located at Überseeallee 12, Hamburg, Germany. Dunmore Renewables is tangentially connected to the investigation through certain transactions with Caspian Logistik GmbH that are being examined for potential export control implications.

4. Dunmore Exploration West Africa Ltd. ("DEWA") — A Nigerian entity based in Lagos, Nigeria. DEWA's relevance to the investigation is limited at this stage but may expand depending on findings regarding commodity flows through West African intermediaries. F. Adversary and Government Contacts The DOJ investigation is being conducted by the National Security Division, Counterintelligence and Export Control Section ("N

1. Petronova Trading FZE — A Jebel Ali Free Zone–registered entity. Sergei Volkov (Russian national, UAE resident) serves as Managing Director. Petronova is the primary trading counterparty through which crude oil swap transactions were conducted. The central question in the investigation is whether Petronova is beneficially owned or controlled by Volkhov Industrial Group JSC and/or Arkady Volkhov, such that transact

2. Volkhov Industrial Group JSC — A Russian industrial conglomerate. Arkady Volkhov serves as Chairman. Volkhov was designated under Directive 2 sectoral sanctions (Executive Order 13662) on November 15, 2019, and was subsequently added to the SDN List under Executive Order 14024 on April 6, 2022. Volkhov is headquartered in Moscow, Russia.

3. Zenith Petroleum DMCC — A Dubai Multi Commodities Centre–registered entity. Farhan Qureshi (Pakistani national, UAE resident) serves as Managing Director. Zenith Petroleum's registered address is Unit 2201, Jumeirah Bay Tower X2, Jumeirah Lakes Towers, Dubai, United Arab Emirates. Zenith Petroleum is involved in at least two flagged crude oil swap transactions with DTI.

4. Caspian Logistik GmbH — A German logistics company. Klaus Weidemann (German national) serves as Managing Director. The company is located at Mönckebergstraße 22, Hamburg, Germany. Caspian Logistik facilitated oilfield equipment exports that may have violated EAR controls, and is understood to be under separate investigation by German authorities for potential dual-use export control violations (EAR Category 2 item

I. Cross-References This memorandum should be read in conjunction with the following documents: • Conflict Check Memorandum, dated April 13, 2022 (conflict cleared) • Engagement Letter, dated April 14, 2022 (executed by Marcus Wellbourne, General Counsel, on behalf of DEH)

II. PROPOSED TEAM COMPOSITION AND OFFICE ASSIGNMENTS The following section sets forth the proposed Calderwood & Harkness team for this engagement. The team has been assembled to provide the requisite expertise in white collar defense, sanctions and export control law, and complex investigations, while also ensuring geographic coverage across the jurisdictions implicated in this matter. Team members have been selected

1. Responsible Partner — Victoria Chambers Victoria Chambers will serve as the Responsible Partner for this engagement. Victoria is a partner in the White Collar & Investigations Practice Group, resident in the Firm's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006). Victoria will provide overall strategic direction for the investigation and defense, including management of the r

2. Billing Partner — Howard Quinn Howard Quinn will serve as the Billing Partner for this engagement. Howard is a partner in the White Collar & Investigations Practice Group, resident in the Firm's New York office (450 Lexington Avenue, 38th Floor, New York, NY 10017). Howard's responsibilities will include: • Oversight of all billing, budgeting, and financial administration for the matter • Coordination with Garriso

1. Jasmine Thornton — Lead Associate Jasmine Thornton (the author of this memorandum) will serve as Lead Associate for this engagement. Jasmine is a member of the White Collar & Investigations Practice Group, resident in the Firm's Washington, D.C. office. As Lead Associate, Jasmine will serve as the day-to-day manager of the investigation, coordinating all workstreams and ensuring timely execution of deliverables. H

2. Liam Donahue — Working Associate Liam Donahue will serve as a Working Associate on this engagement. Liam is a member of the White Collar & Investigations Practice Group, resident in the Firm's New York office. Liam's responsibilities will include: • Preparation of substantive memoranda on counterparty entities, including the Petronova Trading FZE beneficial ownership analysis and the Caspian Logistik GmbH export c

3. Amara Osei — Associate (London Office) Amara Osei will serve as an Associate on this engagement, based in the Firm's London office (30 St Mary Axe, 12th Floor, London EC3A 8BF, United Kingdom). Amara's responsibilities will include: • Management of Dubai and London-based work, including UAE document preservation obligations and DIFC regulatory matters • Counterparty due diligence on Zenith Petroleum DMCC • Analysi

4. Nicholas Ferreira — Associate (Houston Office) Nicholas Ferreira will serve as an Associate on this engagement, based in the Firm's Houston office (1200 McKinney Street, Suite 2100, Houston, TX 77010). Given the proximity of the Houston office to Dunmore's operational headquarters, Nicholas will serve as the primary on-the-ground client liaison. His responsibilities will include: • Day-to-day liaison with Dunmore'

1. Elena Vasquez — Paralegal Manager Elena Vasquez will serve as Paralegal Manager for this engagement, based in the Firm's Washington, D.C. office. Elena will be responsible for the overall coordination of paralegal support across all workstreams. Her specific responsibilities will include: • Coordination of all paralegal support across the Washington, D.C., New York, and Houston offices • Scheduling and logistics f

2. Thomas Bradshaw — Senior Paralegal, e-discovery Lead Thomas Bradshaw will serve as Senior Paralegal and e-discovery Lead, based in the Firm's New York office. Thomas will serve as the primary point of contact with the third-party e-discovery vendor and will oversee all technical aspects of document collection, processing, and production. His specific responsibilities will include: • Primary liaison to Nexagen Anal

3. Additional Paralegal Support Two to three additional paralegals will be staffed from the New York and Washington, D.C. paralegal pools as needed to support document review and production efforts. The precise timing and number of additional paralegals will depend on the volume of documents collected and the pace of the review process. We anticipate that additional paralegal support will be most heavily utilized dur

III. INVESTIGATION WORKSTREAMS The investigation will be organized into eleven discrete but interconnected workstreams, each with identified leads and defined objectives. The workstreams are designed to proceed in parallel where possible, with appropriate sequencing where dependencies exist. For example, the sanctions and export control legal analysis (Workstream 4) will inform the government cooperation strategy (Wo