1016-00003 · Client 1016 · Engagement and Administrative

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, New York 10017 Tel: (212) 455-2000

Fax: (212) 455-2502

www.calderwoodharkness.com

April 14, 2025

Mr. Alistair Forde General Counsel Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002

Copy to: Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056

Dear Mr. Forde:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H," "the Firm," or "we") is pleased to confirm the terms of its engagement by Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or "the Company"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), as issuer's counsel in connection with the proposed offering by DEH, as issuer, and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106), as co-issuer, of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers, and Regulation S under the Securities Act to non-U.S. persons (collectively, the "Offering"). This engagement has been assigned C&H Matter Number 1016-00003.

This engagement letter memorializes the terms discussed between Jennifer Kwon of Calderwood & Harkness LLP and Alistair Forde, General Counsel of Dunmore Energy Holdings Ltd., with respect to the scope, terms, and conditions of the Firm's representation of the Company in connection with the Offering. We have set forth below in some detail the scope of the services we expect to provide, the members of the engagement team who will be principally responsible for the matter, our billing arrangements, and certain other terms governing our relationship. We appreciate the opportunity to serve as issuer's counsel to Dunmore in this important transaction and look forward to working with you and your team.

2. Scope of Representation

The Firm's representation of the Company in connection with the Offering will encompass the workstreams and deliverables described in Sections 2.1 through 2.8 below. The scope of the engagement is limited to the matters described herein, and certain matters are expressly excluded from the engagement as set forth in Section 2.9. Should additional matters arise during the course of the Offering that require legal assistance beyond the scope described herein, we will discuss the scope and terms of any such additional engagement with you at that time.

2.1 Transaction Documents

C&H will be responsible for drafting, negotiating, and finalizing the following principal transaction documents in connection with the Offering:

(a) Indenture. Drafting, negotiating, and finalizing the Indenture (the "Indenture") among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantor subsidiaries identified therein (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"). The Indenture will set forth the terms and conditions of the Notes, including covenants, events of default, redemption provisions, collateral provisions, and guaranty provisions.

(b) Purchase Agreement. Drafting and finalizing the Purchase Agreement (the "Purchase Agreement") among the Issuers, the Guarantors, and the Initial Purchasers, consisting of Ridgeline Capital Markets LLC, as Lead Initial Purchaser and Lead Left Bookrunner, Clarion Securities Inc., as Joint Bookrunner, and Pinnacle Partners LLC, as Co-Manager (collectively, the "Initial Purchasers"). The Purchase Agreement will set forth the terms and conditions of the purchase and resale of the Notes by the Initial Purchasers, including representations and warranties, conditions to closing, and indemnification provisions.

(c) Registration Rights Agreement. Drafting and finalizing the Registration Rights Agreement (the "Registration Rights Agreement") among the Issuers, the Guarantors, and the Initial Purchasers, governing the Company's obligations to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, with respect to the Notes, and setting forth the penalties for failure to satisfy such registration obligations within the prescribed timeframes.

(d) Intercreditor Agreement. Drafting and negotiating the Intercreditor Agreement (the "Intercreditor Agreement") among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as agent under the Company's existing asset-based lending facility (the "ABL Agent"), the Issuers, and the Guarantors. The Intercreditor Agreement will establish the relative priorities and rights of the secured parties with respect to the shared collateral, including provisions governing lien priority, the exercise of remedies, standstill periods, insurance and condemnation proceeds, and release of liens.

(e) U.S. Security Documents. Drafting and finalizing the U.S. Security Documents, including the Pledge and Security Agreement (governed by New York law) among the Issuers, the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), and the Collateral Agent. The U.S. Security Documents will grant perfected security interests in the domestic collateral package, including equity interests in the U.S. Guarantor subsidiaries, deposit accounts, receivables, and other personal property as specified in the Indenture.

(f) Non-U.S. Security Documents — Local Counsel Coordination. Coordination with local counsel engaged by the Company on the preparation, execution, and perfection of non-U.S. Security Documents, including:

(i) Abayomi Chambers (Lagos, Nigeria) — debenture and charge for Dunmore Nigeria E&P Ltd. with respect to assets associated with OML 47 and OML 63;

(ii) Cresswell & Greaves LLP (London, England) — debenture for Dunmore Trading Ltd.; and

(iii) Theron Moss & Associates SARL (Dakar, Senegal) — nantissement and cession fiduciaire for Dunmore Senegal S.A.

C&H will review drafts of the non-U.S. Security Documents for consistency with the terms of the Indenture and the Intercreditor Agreement and will coordinate with local counsel to ensure that the collateral package described in the Offering Memorandum is accurately reflected in the operative documents. The substance of local law advice remains the responsibility of the applicable local counsel.

(g) Paying Agency Agreement. Drafting and finalizing the Paying Agency Agreement with Beacon Fiduciary Services LLC (Sandra Mitchum), governing the appointment, duties, and compensation of the Paying Agent in connection with the Notes.

(h) First Supplemental Indenture (Form). Preparation of a form First Supplemental Indenture for use in connection with future guarantor joinders, including customary accession provisions and officers' certificates.

(i) UCC Filings. Preparation of UCC-1 financing statements for filing with the Delaware Secretary of State and, as applicable, other relevant filing offices, to perfect security interests granted under the U.S. Security Documents.

(j) Closing Documents. Preparation of all customary closing documents, including without limitation:

(i) Officers' Certificate of each Issuer and each Guarantor;

(ii) Secretary's/Director's Certificate of each Issuer and each Guarantor, attaching certified copies of organizational documents, resolutions, and incumbency information;

(iii) Incumbency Certificates for each Issuer and each Guarantor;

(iv) Cross-Receipt evidencing delivery of the Notes and payment of the purchase price;

(v) Bring-Down Due Diligence Certificate;

(vi) Funds Flow Memorandum setting forth the allocation and disbursement of proceeds; and

(vii) such other certificates, instruments, and documents as may be required under the Purchase Agreement or reasonably requested by the Initial Purchasers or their counsel.

2.2 Offering Memorandum and Disclosure

C&H will serve as principal drafter and coordinator of the disclosure documents for the Offering, including the following:

(a) Preliminary and Final Offering Memoranda. Drafting and coordinating the preparation of the Preliminary Offering Memorandum (the "Red" or "Preliminary OM") and the Final Offering Memorandum (the "Final OM," and together with the Preliminary OM, the "Offering Memorandum" or "OM") for the Rule 144A / Regulation S offering of the Notes. The Offering Memorandum will be prepared in accordance with customary market practice for high-yield debt offerings and will include, among other things, the sections described below.

(b) Principal OM Sections. C&H will draft or substantially contribute to the preparation of the following sections of the Offering Memorandum:

(i) Risk Factors;

(ii) Description of the Notes (including a summary of the material terms of the Indenture, the Guarantees, and the Collateral);

(iii) Collateral Description;

(iv) Use of Proceeds;

(v) Capitalization;

(vi) Business (including descriptions of the Company's upstream, midstream, and renewable energy operations); and

(vii) such other sections as are customary for offerings of this type.

(c) Environmental and Social Responsibility Section. Drafting a standalone Environmental and Social Responsibility section in the Offering Memorandum, incorporating ESG data and metrics provided by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant). This section will address the Company's environmental stewardship initiatives, community development programs, greenhouse gas emissions profile, methane management practices, and related matters.

(d) ESG and Sanctions Risk Factors. Drafting ESG- and climate-related risk factors and sanctions/OFAC/anti-corruption risk factors for inclusion in the Risk Factors section of the Offering Memorandum, reflecting the Company's operational footprint in Nigeria, Senegal, and the Gulf of Mexico and the associated regulatory, reputational, and compliance risks.

(e) OM Backup Memorandum. Preparation of an internal OM Backup Memorandum (the "Backup Memo") documenting the factual basis for material statements contained in the Offering Memorandum. The Backup Memo will serve as an internal working document of C&H and the Company and will be prepared in contemplation of litigation and subject to the attorney-client privilege and work-product protection.

(f) 10b-5 Negative Assurance Letter. Delivery of a customary 10b-5 negative assurance letter (the "10b-5 Letter") to the Initial Purchasers, substantially in the form and substance customary for Rule 144A / Regulation S high-yield offerings, based on C&H's participation in the preparation of the Offering Memorandum and the due diligence conducted in connection with the Offering.

(g) Comfort Letter Request. Preparation of a comfort letter request to the Company's independent registered public accounting firm, Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), requesting delivery of comfort letters (bring-down and closing) covering the financial information and financial data included in the Offering Memorandum.

2.3 Legal Opinions

In connection with the closing of the Offering, C&H will prepare and deliver the following legal opinions:

(a) C&H Opinions. C&H will deliver the following opinions at closing, each addressed to the Initial Purchasers and, as applicable, the Trustee:

(i) A New York law enforceability opinion covering the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the U.S. Security Documents;

(ii) A corporate authorization opinion with respect to DUFC (as Co-Issuer) and the U.S. Guarantor subsidiaries (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.); and

(iii) A securities law / no-registration opinion confirming the availability of the Rule 144A and Regulation S exemptions from the registration requirements of the Securities Act for the offer and sale of the Notes.

(b) Local Counsel Opinions — Review and Sign-Off. C&H will review and provide sign-off on local counsel opinions to be delivered at closing by the following counsel:

(i) Kincaid & Moreau LLP (Nigel Ashworth, Lead Partner) — Cayman Islands law opinion with respect to DEH, including due incorporation, valid existence, corporate power and authority, enforceability, and absence of conflict;

(ii) Abayomi Chambers (Chidinma Okafor, Lead Partner) — Nigerian law opinion with respect to Dunmore Nigeria E&P Ltd., including enforceability of the Nigerian security documents, validity of charges over OML 47 and OML 63 assets, and regulatory compliance;

(iii) Cresswell & Greaves LLP (Fiona Halsted, Lead Partner) — English law opinion with respect to Dunmore Trading Ltd., including enforceability of the English debenture and related security; and

(iv) Theron Moss & Associates SARL (Moustapha Sy, Lead Partner) — Senegalese law opinion with respect to Dunmore Senegal S.A., including enforceability of the nantissement and cession fiduciaire and related regulatory matters.

(c) Trustee In-House Opinion. Review of the form of in-house counsel opinion to be delivered by Northgate Trust Company, N.A. in connection with the Offering, covering the Trustee's corporate authority and enforceability of the Indenture.

2.4 OFAC and Sanctions Compliance Workstream

Given the Company's operations in Nigeria and Senegal and the heightened scrutiny applicable to high-yield offerings involving issuers with operations in jurisdictions that may present sanctions risk, C&H will undertake the following sanctions compliance workstream:

(a) Sanctions Compliance Memorandum. Preparation of a comprehensive OFAC and sanctions compliance memorandum (the "Sanctions Memo") analyzing the Company's sanctions exposure with respect to its operations in Nigeria (OML 47 and OML 63) and Senegal (Cayar Offshore Block) under applicable sanctions regimes, including the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (including review against the Specially Designated Nationals and blocked Persons List (the "SDN List") and the Sectoral Sanctions Identifications List (the "SSI List")), the EU Consolidated Sanctions List, and the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List.

(b) Screening Results Review. Analysis and review of sanctions screening results provided by the Company's third-party compliance provider, Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant), covering the Company, its subsidiaries, directors, officers, key employees, joint venture partners, material counterparties, and government-related entities.

(c) Indenture and Purchase Agreement Provisions. Drafting of OFAC sanctions representations and covenants for inclusion in the Indenture and the Purchase Agreement, including a prohibition on the use of proceeds of the Offering in violation of OFAC sanctions, anti-money laundering statutes, or anti-corruption laws.

(d) Counterparty and JV Partner Checklist. Preparation of a counterparty and joint venture partner sanctions checklist for the Company's use in connection with the Offering due diligence process and for ongoing compliance purposes.

(e) OM Risk Factor Language. Drafting sanctions-specific risk factor language for inclusion in the Offering Memorandum, addressing the risks associated with the Company's operations in Nigeria and Senegal and the potential impact of sanctions on the Company's business, financial condition, and results of operations.

(f) Post-Closing Monitoring Protocol. Preparation of a post-closing sanctions monitoring protocol memorandum (the "Monitoring Protocol") for the use of the Company's General Counsel and compliance team, setting forth recommended procedures for ongoing sanctions screening, reporting, and compliance.

(g) Side Letter — Sanctions Representations. Drafting of a Side Letter — Sanctions Representations (the "Sanctions Side Letter") supplementing the Purchase Agreement with enhanced sanctions representations and covenants, as may be requested by the Initial Purchasers or their counsel.

(h) Ongoing Advisory. Ongoing monitoring and advisory regarding compliance with OFAC, EU, and UK sanctions regimes during the term of the engagement, including monitoring of relevant OFAC guidance, executive orders, and regulatory developments that may affect the Offering or the Company's operations.

2.5 ESG Disclosure Workstream

C&H will provide legal support for the Company's ESG disclosure obligations in connection with the Offering, including the following:

(a) ESG Framework Analysis. Analysis of applicable ESG disclosure standards and frameworks, including the Sustainability Accounting Standards Board ("SASB") standards for the Oil & Gas — Exploration & Production industry, the Task Force on Climate-Related Financial Disclosures ("TCFD") recommendations, and the International Sustainability Standards Board ("ISSB") standards, as they relate to the disclosures contained in the Offering Memorandum.

(b) Data Coordination and Verification. Coordination with Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant) on the ESG data package to be incorporated into the Offering Memorandum, including verification and fact-checking of the following key metrics:

(i) Scope 1 greenhouse gas emissions: 1.42 million metric tons CO₂e;

(ii) Scope 2 greenhouse gas emissions: 0.18 million metric tons CO₂e;

(iii) Community development spend in Nigeria: $14.2 million for fiscal year 2024; and

(iv) Methane flaring intensity: 3.8 m³/boe.

(c) Greenwashing Liability Analysis. Analysis of greenwashing liability risks associated with ESG-related forward-looking statements contained in the Offering Memorandum, including a review of recent SEC enforcement actions, private litigation trends, and regulatory guidance relevant to ESG disclosures in securities offerings.

(d) Safe-Harbor Protections. Review of the availability and scope of safe-harbor protections under the Private Securities Litigation Reform Act of 1995 and other applicable legal frameworks with respect to the Company's net-zero by 2050 commitment and other forward-looking ESG statements disclosed in the Offering Memorandum.

2.6 Tax Workstream

C&H's Tax practice, led by Leonard Cross, will provide the following tax-related services in connection with the Offering:

(a) U.S. Federal Income Tax Memorandum. Preparation of a memorandum analyzing U.S. federal income tax issues arising from the issuance of the Notes by a Cayman Islands issuer, including analysis of original issue discount ("OID") in the amount of $12,750,000, U.S. withholding tax obligations, and the implications of the Foreign Account Tax Compliance Act ("FATCA") for the Offering.

(b) Cayman Tax Status Analysis. Analysis of the tax status of DEH under Cayman Islands law, including the availability of a Tax Undertaking from the Cayman Islands Government pursuant to the Tax Concessions Act (As Revised), and coordination with Kincaid & Moreau LLP on the form and substance of such undertaking.

(c) Withholding and Reporting Requirements. Analysis of backup withholding obligations, FATCA and Common Reporting Standard ("CRS") requirements, and IRS Form W-8 requirements applicable to holders of the Notes, for purposes of the tax disclosure in the Offering Memorandum and the operational requirements of the Paying Agent.

(d) Tax Gross-Up Provisions. Drafting and analysis of the Indenture tax gross-up and additional amounts provisions, including the exceptions and limitations thereto, the interaction of such provisions with FATCA withholding, and the related call provisions triggered by changes in tax law.

2.7 Due Diligence

C&H will coordinate and manage the due diligence process for the Offering, including the following:

(a) Master Due Diligence Request List. Preparation and management of a comprehensive master due diligence request list covering corporate, regulatory, litigation, contractual, environmental, and financial matters.

(b) Due Diligence Memoranda. Preparation of due diligence memoranda covering the following areas:

(i) Corporate and organizational matters, including charter documents, bylaws, operating agreements, corporate governance, and equity structure of each Issuer and Guarantor;

(ii) Regulatory and licensing matters, including permits, licenses, and concessions issued by the Nigerian Department of Petroleum Resources ("DPR") and the Nigerian National Petroleum Corporation ("NNPC"), the Senegalese Ministère de l'Énergie, and the U.S. Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") for the Company's Gulf of Mexico operations;

(iii) Litigation matters, including pending and threatened litigation, arbitration, and regulatory proceedings involving any Issuer or Guarantor; and

(iv) Material contracts, including offtake agreements, joint operating agreements ("JOAs"), and production sharing contracts ("PSCs") to which the Company or any of its subsidiaries is a party.

(c) Reserves Reports Coordination. Coordination with Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Petroleum Engineer) regarding the independent reserves reports and reserves estimates for integration into the Offering Memorandum, including review of the reserves report for consistency with SEC and PRMS standards and preparation of a summary of the reserves data for inclusion in the OM.

2.8 Closing Coordination

C&H will manage the closing process for the Offering, including the following:

(a) Master Closing Checklist. Preparation and maintenance of a comprehensive master closing checklist identifying all documents, instruments, opinions, certificates, and other deliverables required for closing, together with responsibility assignments and status tracking.

(b) Closing Memorandum. Preparation of a closing memorandum setting forth settlement mechanics, wire transfer instructions, and the sequence of closing deliveries.

(c) Closing Party Coordination. Coordination with all closing parties, including Northgate Trust Company, N.A. (William Kerrigan, Vice President, Corporate Trust), Beacon Fiduciary Services LLC (Sandra Mitchum, Director), and the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP (Harrison Cates, Lead Partner), for closing on the expected settlement date.

(d) ABL Lender Consent. Obtaining the required consent from Velthorn National Bank, N.A. (Robert Cavanaugh, Managing Director, Leveraged Finance) under the Company's existing ABL facility to the incurrence of the Notes and the grant of the security interests contemplated by the Indenture, and coordination with Pruitt Halsey LLP (counsel to the ABL Agent) on the form and substance of such consent.

(e) DTC Eligibility. Confirmation of the eligibility of the Notes for clearance and settlement through the facilities of The Depository Trust Company ("DTC"), including coordination with the DTC eligibility agent.

(f) Payoff Letter. Preparation of a form payoff letter for use in connection with the partial repayment of $450,000,000 of the Company's existing 7.50% Senior Unsecured Notes due 2028, to be funded from the proceeds of the Offering.

(g) Closing Binder. Compilation and distribution of the closing binder, including executed originals or conformed copies of all transaction documents, opinions, certificates, and other closing deliverables.

2.9 Matters Excluded from Scope

The following matters are expressly excluded from the scope of this engagement:

(a) Foreign Law Advice. C&H is not engaged to provide advice on the laws of the Cayman Islands (Kincaid & Moreau LLP is separately engaged by the Company for such purposes), Nigeria (Abayomi Chambers is separately engaged), England and Wales (Cresswell & Greaves LLP is separately engaged), or Senegal (Theron Moss & Associates SARL is separately engaged). C&H will coordinate with, and review the legal opinions of, such local counsel in connection with the Offering, but C&H bears no responsibility for the substance or accuracy of local law advice provided by such counsel.

(b) Non-Legal Services. C&H does not serve as auditor, financial advisor, or petroleum engineer to the Company. The Company has separately engaged Alverton & Co. LLP as its independent registered public accounting firm, Ridgeline Capital Markets LLC and the other Initial Purchasers as its financial advisors in connection with the Offering, and Duval Howard & Partners as its independent petroleum engineering consultants. C&H is entitled to rely upon the work product and professional advice of such firms in the performance of its services.

(c) Investment Advice. C&H is not providing investment advice to the Company or any other party, and is not rendering a fairness opinion or any opinion as to the financial terms of the Offering.

(d) Third-Party Fees and Costs. The fees and expenses of local counsel, the Trustee (Northgate Trust Company, N.A.), the Paying Agent (Beacon Fiduciary Services LLC), the rating agencies (Lodestar Ratings International and Veridian Credit Assessments Inc.), and any other third-party advisors engaged by the Company are not included within C&H's fees and are the sole responsibility of the Company.

3. Engagement Team

The following attorneys at Calderwood & Harkness LLP will serve as the core engagement team for this matter:

Jennifer Kwon — Responsible Partner. Jennifer is a partner in C&H's Capital Markets practice and will have overall responsibility for the engagement, including supervision of all workstreams, lead negotiation of the principal transaction documents (including the Indenture, Purchase Agreement, and Intercreditor Agreement), and delivery of C&H's legal opinions at closing. Jennifer will serve as the primary point of contact for the Company on all material matters relating to the engagement.

Theodore Langston — Billing Partner. Theodore is a partner in C&H's Capital Markets practice and will serve as the billing partner for the engagement. In addition to his administrative responsibilities, Theodore will provide substantive support on the drafting and negotiation of the transaction documentation, with particular focus on the security documents and the intercreditor arrangements.

Eric Johannsen — Lead Associate. Eric is a senior associate in C&H's Capital Markets practice and will manage the day-to-day execution of the engagement, including document drafting, negotiation with Whitfield Baxter & Cohn LLP (Harrison Cates, Lead Partner; Priya Naveen, Associate), the Initial Purchasers' counsel, due diligence coordination, and closing mechanics. Eric will also serve as the primary liaison with local counsel and the Trustee on transaction documentation matters.

Claire Dempsey — Working Associate. Claire is an associate in C&H's Capital Markets practice and will support the engagement across multiple workstreams, including Offering Memorandum drafting, ESG workstream coordination with Barrisford Advisory Group LLC, sanctions workstream documentation and analysis, and due diligence review.

Leonard Cross — Specialist Partner, Tax. Leonard is a partner in C&H's Tax practice and will lead the tax workstream for the Offering, including the preparation of the U.S. federal income tax memorandum, analysis of OID treatment, FATCA and CRS implications, Cayman Islands tax status analysis, and the drafting and review of the Indenture tax gross-up and additional amounts provisions.

Additional associates and paralegals from the Firm's Capital Markets, Tax, and other practices may be assigned to the engagement as the matter requires, based on the volume and complexity of work at various stages of the transaction. The Company will be notified of any material changes to the core engagement team described above.

4. Billing Arrangements

4.1 Fee Basis

Fees for services rendered by C&H in connection with this engagement will be charged on an hourly basis at C&H's then-current standard rates for the timekeepers performing the work. This engagement is on an hourly (time-and-materials) basis, and there is no fee cap applicable to this engagement. The Company acknowledges that the total fees for the engagement will depend on the scope, complexity, and duration of the Offering process, including the extent of negotiations with the Initial Purchasers and their counsel, regulatory developments, and other factors that cannot be predicted with certainty at the outset.

4.2 Rate Schedule

The current hourly rates for the core members of the engagement team are as follows:

C&H's standard hourly rates are subject to annual adjustment, effective as of January 1 of each calendar year. The Company will be notified in advance of any changes to the rates applicable to the timekeepers assigned to this engagement.

4.3 Estimated Aggregate Fees

Based on the anticipated scope of work described in Section 2 above, and drawing on our experience with transactions of comparable complexity and structure, C&H estimates that aggregate legal fees for the engagement will fall within a range of $3,200,000 to $3,800,000. This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a cap, ceiling, or guarantee of actual fees. Actual fees incurred may be higher or lower than the estimated range depending on, among other things, the complexity and duration of the Offering process, the scope and intensity of negotiations with the Initial Purchasers and their counsel, the number and complexity of comments received on transaction documents, regulatory developments affecting the Offering (including developments in sanctions regulations or ESG disclosure requirements), the extent of due diligence required, and other factors outside C&H's control. The estimate set forth above does not include disbursements, filing fees, local counsel fees, or other third-party costs.

4.4 Disbursements and Expenses

Disbursements and out-of-pocket expenses incurred by C&H in connection with the engagement will be billed to the Company at cost. Such disbursements may include, without limitation, travel expenses, courier and delivery charges, filing fees (including UCC filing fees), document reproduction and printing costs, database and research charges (including Westmark Data Systems, Cascade Services Inc., and other online services), UCC and other lien search costs, and other similar expenses. Travel expenses incurred by members of the engagement team in connection with the Offering, including potential travel to Houston, Texas; George Town, Grand Cayman; Lagos, Nigeria; London, England; and Dakar, Senegal, will be billed at actual cost in accordance with C&H's then-current travel policy.

4.5 Billing and Payment

Invoices for fees and disbursements incurred in connection with this engagement will be rendered on a monthly basis. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper and the time expended, as well as an itemization of disbursements incurred during the billing period. Invoices are due and payable within thirty (30) days of the invoice date. The Company may direct questions regarding invoices to Theodore Langston (Billing Partner) at C&H's New York office, telephone (212) 455-2000, or by email at tlangston@calderwoodharkness.com.

5. Client Identity and Authorized Representatives

The Firm's client in this engagement is Dunmore Energy Holdings Ltd., and no other person or entity. Specifically, the Firm does not represent, and is not engaged by, any individual officer, director, employee, or shareholder of the Company, nor does the Firm represent DUFC, any Guarantor subsidiary, or any other affiliate of the Company, except to the extent that such entities are parties to the transaction documents prepared by C&H in connection with the Offering. Separate written agreements would be required for C&H to undertake representation of any such individual or entity.

The following individuals are authorized to provide instructions to C&H and to make decisions on behalf of the Company with respect to this engagement:

• Alistair Forde, General Counsel

• Deepa Rajaram, Chief Financial Officer

• Marcus Ellingham, Chief Executive Officer

Day-to-day communications regarding the engagement should be directed to Alistair Forde, with copies to such other persons as Mr. Forde may designate from time to time. C&H will be entitled to rely upon the instructions and directions of the authorized representatives identified above (or their written designees) in all matters relating to the engagement.

6. Confidentiality

C&H will treat all information provided by the Company, or on the Company's behalf, in connection with this engagement as confidential, and will not disclose such information to any third party except as follows: (a) as required by applicable law, regulation, or court order; (b) as necessary in connection with the performance of our services under this engagement, including disclosures to local counsel (Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL) as needed for multi-jurisdictional workstreams and to the extent such local counsel are subject to comparable confidentiality obligations; (c) as authorized by the Company in writing; or (d) as required by C&H's professional and ethical obligations under the New York Rules of Professional Conduct, including Rule 1.6. The Firm's confidentiality obligations will survive the termination or completion of this engagement.

7. Conflicts of Interest

C&H has conducted conflicts checks with respect to the parties known to be involved in the Offering as of the date of this letter, including, without limitation: Dunmore Energy Holdings Ltd.; Dunmore upstream Finance Corp.; the Guarantor subsidiaries; Ridgeline Capital Markets LLC; Clarion Securities Inc.; Pinnacle Partners LLC; Northgate Trust Company, N.A.; Velthorn National Bank, N.A.; Harborview Capital Partners Fund VI, L.P.; Solstice Infrastructure Fund LP; Alderman Family Office LLC; Whitfield Baxter & Cohn LLP; and such other parties as have been identified to C&H in connection with the engagement. Based on the results of such conflicts checks, no conflicts of interest that would preclude or prevent C&H from undertaking this engagement have been identified as of the date of this letter.

The Company acknowledges that C&H is a large, diversified law firm that represents a significant number of entities across the energy, financial services, capital markets, and other sectors. As such, C&H may currently represent, or may in the future undertake representation of, other clients whose interests may be adverse to those of the Company in matters unrelated to this engagement. By executing this engagement letter, the Company consents to such representation, provided that it does not relate to the Offering or to the specific transactions contemplated hereby. Nothing in this paragraph shall be construed as a consent to any representation that would create a conflict of interest with respect to the subject matter of this engagement.

If a conflict of interest arises during the course of this engagement, C&H will promptly notify the Company and will work to resolve the matter in a manner consistent with applicable rules of professional conduct, including, where appropriate, seeking informed consent or implementing appropriate ethical screens.

8. Attorney-Client Privilege and Work Product

All communications between C&H and the Company in connection with this engagement, including oral and written communications, memoranda, analyses, and advice, are protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The Company should take care to mark all communications with C&H as "Privileged and Confidential — Attorney-Client Communication" or similar designations, and should not disclose the substance of privileged communications to third parties without prior consultation with C&H, as such disclosure may result in a waiver of the privilege.

Given the multi-jurisdictional nature of the Offering and the involvement of foreign local counsel in several workstreams, C&H will implement protocols designed to preserve the attorney-client privilege and work-product protection in communications with Kincaid & Moreau LLP (Cayman Islands), Abayomi Chambers (Nigeria), Cresswell & Greaves LLP (England), and Theron Moss & Associates SARL (Senegal). These protocols will be set forth in a separate Privilege and Work-Product Protocol Memorandum, which C&H will prepare and circulate to the Company and to each local counsel firm promptly following the execution of this engagement letter. The Company is encouraged to review the Protocol Memorandum carefully and to ensure that all communications with local counsel are conducted in accordance with its terms.

9. Document Retention

C&H will retain engagement files (including correspondence, work product, and copies of transaction documents) in accordance with the Firm's document retention policies, as in effect from time to time. Under the Firm's current policy, closed matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which time such files may be destroyed or disposed of without further notice to the Company. Electronic files are subject to the same retention schedule. Original documents belonging to the Company will be returned to the Company upon request at any time during the engagement or the retention period. The Company is encouraged to request the return of any original documents that it wishes to retain at or prior to the conclusion of the engagement.

10. Termination

Either party may terminate this engagement at any time upon written notice to the other party. C&H's right to terminate is subject to its professional obligations under the New York Rules of Professional Conduct to provide reasonable notice of withdrawal and to avoid material prejudice to the Company's interests, including any requirements for court approval of withdrawal in pending proceedings (if applicable). Upon termination of the engagement by either party, the Company will remain obligated to pay all fees and expenses incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in Section 4. Following termination, C&H will cooperate with the Company and, if applicable, with successor counsel in the orderly transition of the matter, including the transfer of files and work product, subject to C&H's receipt of payment for all outstanding fees and expenses.

11. Limitation of Liability

To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to the Company in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Company to C&H for services rendered under this engagement letter. In no event shall C&H be liable to the Company for any consequential, indirect, incidental, special, or punitive damages arising out of or in connection with this engagement, regardless of the theory of liability, even if C&H has been advised of the possibility of such damages. Nothing in this Section 11 shall be construed to limit C&H's liability to the extent such limitation is prohibited by applicable law or the rules of professional conduct.

12. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the breach, termination, or validity thereof shall be resolved by final and binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator who is a member of the bar of the State of New York and has substantial experience in the practice of law relevant to the subject matter of the dispute. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek equitable or injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration. This Section 12 shall survive the termination or expiration of this engagement.

13. Acceptance and Agreement

We are delighted to have the opportunity to represent Dunmore Energy Holdings Ltd. in connection with this Offering and look forward to working with you, Ms. Rajaram, Mr. Ellingham, and the broader Dunmore team. If the foregoing terms and conditions are acceptable to the Company, please confirm the Company's agreement by executing and returning a copy of this letter to the undersigned at your earliest convenience. A duplicate original is enclosed for your records.

Please do not hesitate to contact Jennifer Kwon at (212) 455-2114 or jkwon@calderwoodharkness.com, or Theodore Langston at (212) 455-2238 or tlangston@calderwoodharkness.com, with any questions regarding this engagement letter or the engagement generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Alistair Forde

Title: General Counsel

Date: ________

Enclosures

1. C&H Standard Terms and Conditions of Engagement (supplementary terms)

2. Privilege and Work-Product Protocol Memorandum (to follow under separate cover)

Distribution:

cc: Marcus Ellingham, Chief Executive Officer, Dunmore Energy Holdings Ltd.

cc: Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd.

cc: Theodore Langston, Partner, Calderwood & Harkness LLP

cc: Eric Johannsen, Senior Associate, Calderwood & Harkness LLP

Timekeeper	Role	Hourly Rate
Jennifer Kwon	Responsible Partner	$1,850
Theodore Langston	Billing Partner	$1,850
Leonard Cross	Specialist Partner, Tax	$1,750
Eric Johannsen	Lead Associate	$1,025
Claire Dempsey	Working Associate	$875
Other associates (if assigned)	TBD	Current C&H standard rates
Paralegals	Support	Current C&H standard rates

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, New York 10017 Tel: (212) 455-2000
Fax: (212) 455-2502
www.calderwoodharkness.com
April 14, 2025
Mr. Alistair Forde General Counsel Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002
Copy to: Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056
Dear Mr. Forde:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H," "the Firm," or "we") is pleased to confirm the terms of its engagement by Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or "the Company"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), as issuer's counsel in connection with the proposed offering by DEH, as issuer, and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106), as co-issuer, of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers, and Regulation S under the Securities Act to non-U.S. persons (collectively, the "Offering"). This engagement has been assigned C&H Matter Number 1016-00003.
This engagement letter memorializes the terms discussed between Jennifer Kwon of Calderwood & Harkness LLP and Alistair Forde, General Counsel of Dunmore Energy Holdings Ltd., with respect to the scope, terms, and conditions of the Firm's representation of the Company in connection with the Offering. We have set forth below in some detail the scope of the services we expect to provide, the members of the engagement team who will be principally responsible for the matter, our billing arrangements, and certain other terms governing our relationship. We appreciate the opportunity to serve as issuer's counsel to Dunmore in this important transaction and look forward to working with you and your team.
2. Scope of Representation
The Firm's representation of the Company in connection with the Offering will encompass the workstreams and deliverables described in Sections 2.1 through 2.8 below. The scope of the engagement is limited to the matters described herein, and certain matters are expressly excluded from the engagement as set forth in Section 2.9. Should additional matters arise during the course of the Offering that require legal assistance beyond the scope described herein, we will discuss the scope and terms of any such additional engagement with you at that time.
2.1 Transaction Documents
C&H will be responsible for drafting, negotiating, and finalizing the following principal transaction documents in connection with the Offering:
(a) Indenture. Drafting, negotiating, and finalizing the Indenture (the "Indenture") among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantor subsidiaries identified therein (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"). The Indenture will set forth the terms and conditions of the Notes, including covenants, events of default, redemption provisions, collateral provisions, and guaranty provisions.
(b) Purchase Agreement. Drafting and finalizing the Purchase Agreement (the "Purchase Agreement") among the Issuers, the Guarantors, and the Initial Purchasers, consisting of Ridgeline Capital Markets LLC, as Lead Initial Purchaser and Lead Left Bookrunner, Clarion Securities Inc., as Joint Bookrunner, and Pinnacle Partners LLC, as Co-Manager (collectively, the "Initial Purchasers"). The Purchase Agreement will set forth the terms and conditions of the purchase and resale of the Notes by the Initial Purchasers, including representations and warranties, conditions to closing, and indemnification provisions.
(c) Registration Rights Agreement. Drafting and finalizing the Registration Rights Agreement (the "Registration Rights Agreement") among the Issuers, the Guarantors, and the Initial Purchasers, governing the Company's obligations to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, with respect to the Notes, and setting forth the penalties for failure to satisfy such registration obligations within the prescribed timeframes.
(d) Intercreditor Agreement. Drafting and negotiating the Intercreditor Agreement (the "Intercreditor Agreement") among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as agent under the Company's existing asset-based lending facility (the "ABL Agent"), the Issuers, and the Guarantors. The Intercreditor Agreement will establish the relative priorities and rights of the secured parties with respect to the shared collateral, including provisions governing lien priority, the exercise of remedies, standstill periods, insurance and condemnation proceeds, and release of liens.
(e) U.S. Security Documents. Drafting and finalizing the U.S. Security Documents, including the Pledge and Security Agreement (governed by New York law) among the Issuers, the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), and the Collateral Agent. The U.S. Security Documents will grant perfected security interests in the domestic collateral package, including equity interests in the U.S. Guarantor subsidiaries, deposit accounts, receivables, and other personal property as specified in the Indenture.
(f) Non-U.S. Security Documents — Local Counsel Coordination. Coordination with local counsel engaged by the Company on the preparation, execution, and perfection of non-U.S. Security Documents, including:
(i) Abayomi Chambers (Lagos, Nigeria) — debenture and charge for Dunmore Nigeria E&P Ltd. with respect to assets associated with OML 47 and OML 63;
(ii) Cresswell & Greaves LLP (London, England) — debenture for Dunmore Trading Ltd.; and
(iii) Theron Moss & Associates SARL (Dakar, Senegal) — nantissement and cession fiduciaire for Dunmore Senegal S.A.
C&H will review drafts of the non-U.S. Security Documents for consistency with the terms of the Indenture and the Intercreditor Agreement and will coordinate with local counsel to ensure that the collateral package described in the Offering Memorandum is accurately reflected in the operative documents. The substance of local law advice remains the responsibility of the applicable local counsel.
(g) Paying Agency Agreement. Drafting and finalizing the Paying Agency Agreement with Beacon Fiduciary Services LLC (Sandra Mitchum), governing the appointment, duties, and compensation of the Paying Agent in connection with the Notes.
(h) First Supplemental Indenture (Form). Preparation of a form First Supplemental Indenture for use in connection with future guarantor joinders, including customary accession provisions and officers' certificates.
(i) UCC Filings. Preparation of UCC-1 financing statements for filing with the Delaware Secretary of State and, as applicable, other relevant filing offices, to perfect security interests granted under the U.S. Security Documents.
(j) Closing Documents. Preparation of all customary closing documents, including without limitation:
(i) Officers' Certificate of each Issuer and each Guarantor;
(ii) Secretary's/Director's Certificate of each Issuer and each Guarantor, attaching certified copies of organizational documents, resolutions, and incumbency information;
(iii) Incumbency Certificates for each Issuer and each Guarantor;
(iv) Cross-Receipt evidencing delivery of the Notes and payment of the purchase price;
(v) Bring-Down Due Diligence Certificate;
(vi) Funds Flow Memorandum setting forth the allocation and disbursement of proceeds; and
(vii) such other certificates, instruments, and documents as may be required under the Purchase Agreement or reasonably requested by the Initial Purchasers or their counsel.
2.2 Offering Memorandum and Disclosure
C&H will serve as principal drafter and coordinator of the disclosure documents for the Offering, including the following:
(a) Preliminary and Final Offering Memoranda. Drafting and coordinating the preparation of the Preliminary Offering Memorandum (the "Red" or "Preliminary OM") and the Final Offering Memorandum (the "Final OM," and together with the Preliminary OM, the "Offering Memorandum" or "OM") for the Rule 144A / Regulation S offering of the Notes. The Offering Memorandum will be prepared in accordance with customary market practice for high-yield debt offerings and will include, among other things, the sections described below.
(b) Principal OM Sections. C&H will draft or substantially contribute to the preparation of the following sections of the Offering Memorandum:
(i) Risk Factors;
(ii) Description of the Notes (including a summary of the material terms of the Indenture, the Guarantees, and the Collateral);
(iii) Collateral Description;
(iv) Use of Proceeds;
(v) Capitalization;
(vi) Business (including descriptions of the Company's upstream, midstream, and renewable energy operations); and
(vii) such other sections as are customary for offerings of this type.
(c) Environmental and Social Responsibility Section. Drafting a standalone Environmental and Social Responsibility section in the Offering Memorandum, incorporating ESG data and metrics provided by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant). This section will address the Company's environmental stewardship initiatives, community development programs, greenhouse gas emissions profile, methane management practices, and related matters.
(d) ESG and Sanctions Risk Factors. Drafting ESG- and climate-related risk factors and sanctions/OFAC/anti-corruption risk factors for inclusion in the Risk Factors section of the Offering Memorandum, reflecting the Company's operational footprint in Nigeria, Senegal, and the Gulf of Mexico and the associated regulatory, reputational, and compliance risks.
(e) OM Backup Memorandum. Preparation of an internal OM Backup Memorandum (the "Backup Memo") documenting the factual basis for material statements contained in the Offering Memorandum. The Backup Memo will serve as an internal working document of C&H and the Company and will be prepared in contemplation of litigation and subject to the attorney-client privilege and work-product protection.
(f) 10b-5 Negative Assurance Letter. Delivery of a customary 10b-5 negative assurance letter (the "10b-5 Letter") to the Initial Purchasers, substantially in the form and substance customary for Rule 144A / Regulation S high-yield offerings, based on C&H's participation in the preparation of the Offering Memorandum and the due diligence conducted in connection with the Offering.
(g) Comfort Letter Request. Preparation of a comfort letter request to the Company's independent registered public accounting firm, Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), requesting delivery of comfort letters (bring-down and closing) covering the financial information and financial data included in the Offering Memorandum.
2.3 Legal Opinions
In connection with the closing of the Offering, C&H will prepare and deliver the following legal opinions:
(a) C&H Opinions. C&H will deliver the following opinions at closing, each addressed to the Initial Purchasers and, as applicable, the Trustee:
(i) A New York law enforceability opinion covering the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the U.S. Security Documents;
(ii) A corporate authorization opinion with respect to DUFC (as Co-Issuer) and the U.S. Guarantor subsidiaries (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.); and
(iii) A securities law / no-registration opinion confirming the availability of the Rule 144A and Regulation S exemptions from the registration requirements of the Securities Act for the offer and sale of the Notes.
(b) Local Counsel Opinions — Review and Sign-Off. C&H will review and provide sign-off on local counsel opinions to be delivered at closing by the following counsel:
(i) Kincaid & Moreau LLP (Nigel Ashworth, Lead Partner) — Cayman Islands law opinion with respect to DEH, including due incorporation, valid existence, corporate power and authority, enforceability, and absence of conflict;
(ii) Abayomi Chambers (Chidinma Okafor, Lead Partner) — Nigerian law opinion with respect to Dunmore Nigeria E&P Ltd., including enforceability of the Nigerian security documents, validity of charges over OML 47 and OML 63 assets, and regulatory compliance;
(iii) Cresswell & Greaves LLP (Fiona Halsted, Lead Partner) — English law opinion with respect to Dunmore Trading Ltd., including enforceability of the English debenture and related security; and
(iv) Theron Moss & Associates SARL (Moustapha Sy, Lead Partner) — Senegalese law opinion with respect to Dunmore Senegal S.A., including enforceability of the nantissement and cession fiduciaire and related regulatory matters.
(c) Trustee In-House Opinion. Review of the form of in-house counsel opinion to be delivered by Northgate Trust Company, N.A. in connection with the Offering, covering the Trustee's corporate authority and enforceability of the Indenture.
2.4 OFAC and Sanctions Compliance Workstream
Given the Company's operations in Nigeria and Senegal and the heightened scrutiny applicable to high-yield offerings involving issuers with operations in jurisdictions that may present sanctions risk, C&H will undertake the following sanctions compliance workstream:
(a) Sanctions Compliance Memorandum. Preparation of a comprehensive OFAC and sanctions compliance memorandum (the "Sanctions Memo") analyzing the Company's sanctions exposure with respect to its operations in Nigeria (OML 47 and OML 63) and Senegal (Cayar Offshore Block) under applicable sanctions regimes, including the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (including review against the Specially Designated Nationals and blocked Persons List (the "SDN List") and the Sectoral Sanctions Identifications List (the "SSI List")), the EU Consolidated Sanctions List, and the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List.
(b) Screening Results Review. Analysis and review of sanctions screening results provided by the Company's third-party compliance provider, Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant), covering the Company, its subsidiaries, directors, officers, key employees, joint venture partners, material counterparties, and government-related entities.
(c) Indenture and Purchase Agreement Provisions. Drafting of OFAC sanctions representations and covenants for inclusion in the Indenture and the Purchase Agreement, including a prohibition on the use of proceeds of the Offering in violation of OFAC sanctions, anti-money laundering statutes, or anti-corruption laws.
(d) Counterparty and JV Partner Checklist. Preparation of a counterparty and joint venture partner sanctions checklist for the Company's use in connection with the Offering due diligence process and for ongoing compliance purposes.
(e) OM Risk Factor Language. Drafting sanctions-specific risk factor language for inclusion in the Offering Memorandum, addressing the risks associated with the Company's operations in Nigeria and Senegal and the potential impact of sanctions on the Company's business, financial condition, and results of operations.
(f) Post-Closing Monitoring Protocol. Preparation of a post-closing sanctions monitoring protocol memorandum (the "Monitoring Protocol") for the use of the Company's General Counsel and compliance team, setting forth recommended procedures for ongoing sanctions screening, reporting, and compliance.
(g) Side Letter — Sanctions Representations. Drafting of a Side Letter — Sanctions Representations (the "Sanctions Side Letter") supplementing the Purchase Agreement with enhanced sanctions representations and covenants, as may be requested by the Initial Purchasers or their counsel.
(h) Ongoing Advisory. Ongoing monitoring and advisory regarding compliance with OFAC, EU, and UK sanctions regimes during the term of the engagement, including monitoring of relevant OFAC guidance, executive orders, and regulatory developments that may affect the Offering or the Company's operations.
2.5 ESG Disclosure Workstream
C&H will provide legal support for the Company's ESG disclosure obligations in connection with the Offering, including the following:
(a) ESG Framework Analysis. Analysis of applicable ESG disclosure standards and frameworks, including the Sustainability Accounting Standards Board ("SASB") standards for the Oil & Gas — Exploration & Production industry, the Task Force on Climate-Related Financial Disclosures ("TCFD") recommendations, and the International Sustainability Standards Board ("ISSB") standards, as they relate to the disclosures contained in the Offering Memorandum.
(b) Data Coordination and Verification. Coordination with Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant) on the ESG data package to be incorporated into the Offering Memorandum, including verification and fact-checking of the following key metrics:
(i) Scope 1 greenhouse gas emissions: 1.42 million metric tons CO₂e;
(ii) Scope 2 greenhouse gas emissions: 0.18 million metric tons CO₂e;
(iii) Community development spend in Nigeria: $14.2 million for fiscal year 2024; and
(iv) Methane flaring intensity: 3.8 m³/boe.
(c) Greenwashing Liability Analysis. Analysis of greenwashing liability risks associated with ESG-related forward-looking statements contained in the Offering Memorandum, including a review of recent SEC enforcement actions, private litigation trends, and regulatory guidance relevant to ESG disclosures in securities offerings.
(d) Safe-Harbor Protections. Review of the availability and scope of safe-harbor protections under the Private Securities Litigation Reform Act of 1995 and other applicable legal frameworks with respect to the Company's net-zero by 2050 commitment and other forward-looking ESG statements disclosed in the Offering Memorandum.
2.6 Tax Workstream
C&H's Tax practice, led by Leonard Cross, will provide the following tax-related services in connection with the Offering:
(a) U.S. Federal Income Tax Memorandum. Preparation of a memorandum analyzing U.S. federal income tax issues arising from the issuance of the Notes by a Cayman Islands issuer, including analysis of original issue discount ("OID") in the amount of $12,750,000, U.S. withholding tax obligations, and the implications of the Foreign Account Tax Compliance Act ("FATCA") for the Offering.
(b) Cayman Tax Status Analysis. Analysis of the tax status of DEH under Cayman Islands law, including the availability of a Tax Undertaking from the Cayman Islands Government pursuant to the Tax Concessions Act (As Revised), and coordination with Kincaid & Moreau LLP on the form and substance of such undertaking.
(c) Withholding and Reporting Requirements. Analysis of backup withholding obligations, FATCA and Common Reporting Standard ("CRS") requirements, and IRS Form W-8 requirements applicable to holders of the Notes, for purposes of the tax disclosure in the Offering Memorandum and the operational requirements of the Paying Agent.
(d) Tax Gross-Up Provisions. Drafting and analysis of the Indenture tax gross-up and additional amounts provisions, including the exceptions and limitations thereto, the interaction of such provisions with FATCA withholding, and the related call provisions triggered by changes in tax law.
2.7 Due Diligence
C&H will coordinate and manage the due diligence process for the Offering, including the following:
(a) Master Due Diligence Request List. Preparation and management of a comprehensive master due diligence request list covering corporate, regulatory, litigation, contractual, environmental, and financial matters.
(b) Due Diligence Memoranda. Preparation of due diligence memoranda covering the following areas:
(i) Corporate and organizational matters, including charter documents, bylaws, operating agreements, corporate governance, and equity structure of each Issuer and Guarantor;
(ii) Regulatory and licensing matters, including permits, licenses, and concessions issued by the Nigerian Department of Petroleum Resources ("DPR") and the Nigerian National Petroleum Corporation ("NNPC"), the Senegalese Ministère de l'Énergie, and the U.S. Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") for the Company's Gulf of Mexico operations;
(iii) Litigation matters, including pending and threatened litigation, arbitration, and regulatory proceedings involving any Issuer or Guarantor; and
(iv) Material contracts, including offtake agreements, joint operating agreements ("JOAs"), and production sharing contracts ("PSCs") to which the Company or any of its subsidiaries is a party.
(c) Reserves Reports Coordination. Coordination with Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Petroleum Engineer) regarding the independent reserves reports and reserves estimates for integration into the Offering Memorandum, including review of the reserves report for consistency with SEC and PRMS standards and preparation of a summary of the reserves data for inclusion in the OM.
2.8 Closing Coordination
C&H will manage the closing process for the Offering, including the following:
(a) Master Closing Checklist. Preparation and maintenance of a comprehensive master closing checklist identifying all documents, instruments, opinions, certificates, and other deliverables required for closing, together with responsibility assignments and status tracking.
(b) Closing Memorandum. Preparation of a closing memorandum setting forth settlement mechanics, wire transfer instructions, and the sequence of closing deliveries.
(c) Closing Party Coordination. Coordination with all closing parties, including Northgate Trust Company, N.A. (William Kerrigan, Vice President, Corporate Trust), Beacon Fiduciary Services LLC (Sandra Mitchum, Director), and the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP (Harrison Cates, Lead Partner), for closing on the expected settlement date.
(d) ABL Lender Consent. Obtaining the required consent from Velthorn National Bank, N.A. (Robert Cavanaugh, Managing Director, Leveraged Finance) under the Company's existing ABL facility to the incurrence of the Notes and the grant of the security interests contemplated by the Indenture, and coordination with Pruitt Halsey LLP (counsel to the ABL Agent) on the form and substance of such consent.
(e) DTC Eligibility. Confirmation of the eligibility of the Notes for clearance and settlement through the facilities of The Depository Trust Company ("DTC"), including coordination with the DTC eligibility agent.
(f) Payoff Letter. Preparation of a form payoff letter for use in connection with the partial repayment of $450,000,000 of the Company's existing 7.50% Senior Unsecured Notes due 2028, to be funded from the proceeds of the Offering.
(g) Closing Binder. Compilation and distribution of the closing binder, including executed originals or conformed copies of all transaction documents, opinions, certificates, and other closing deliverables.
2.9 Matters Excluded from Scope
The following matters are expressly excluded from the scope of this engagement:
(a) Foreign Law Advice. C&H is not engaged to provide advice on the laws of the Cayman Islands (Kincaid & Moreau LLP is separately engaged by the Company for such purposes), Nigeria (Abayomi Chambers is separately engaged), England and Wales (Cresswell & Greaves LLP is separately engaged), or Senegal (Theron Moss & Associates SARL is separately engaged). C&H will coordinate with, and review the legal opinions of, such local counsel in connection with the Offering, but C&H bears no responsibility for the substance or accuracy of local law advice provided by such counsel.
(b) Non-Legal Services. C&H does not serve as auditor, financial advisor, or petroleum engineer to the Company. The Company has separately engaged Alverton & Co. LLP as its independent registered public accounting firm, Ridgeline Capital Markets LLC and the other Initial Purchasers as its financial advisors in connection with the Offering, and Duval Howard & Partners as its independent petroleum engineering consultants. C&H is entitled to rely upon the work product and professional advice of such firms in the performance of its services.
(c) Investment Advice. C&H is not providing investment advice to the Company or any other party, and is not rendering a fairness opinion or any opinion as to the financial terms of the Offering.
(d) Third-Party Fees and Costs. The fees and expenses of local counsel, the Trustee (Northgate Trust Company, N.A.), the Paying Agent (Beacon Fiduciary Services LLC), the rating agencies (Lodestar Ratings International and Veridian Credit Assessments Inc.), and any other third-party advisors engaged by the Company are not included within C&H's fees and are the sole responsibility of the Company.
3. Engagement Team
The following attorneys at Calderwood & Harkness LLP will serve as the core engagement team for this matter:
Jennifer Kwon — Responsible Partner. Jennifer is a partner in C&H's Capital Markets practice and will have overall responsibility for the engagement, including supervision of all workstreams, lead negotiation of the principal transaction documents (including the Indenture, Purchase Agreement, and Intercreditor Agreement), and delivery of C&H's legal opinions at closing. Jennifer will serve as the primary point of contact for the Company on all material matters relating to the engagement.
Theodore Langston — Billing Partner. Theodore is a partner in C&H's Capital Markets practice and will serve as the billing partner for the engagement. In addition to his administrative responsibilities, Theodore will provide substantive support on the drafting and negotiation of the transaction documentation, with particular focus on the security documents and the intercreditor arrangements.
Eric Johannsen — Lead Associate. Eric is a senior associate in C&H's Capital Markets practice and will manage the day-to-day execution of the engagement, including document drafting, negotiation with Whitfield Baxter & Cohn LLP (Harrison Cates, Lead Partner; Priya Naveen, Associate), the Initial Purchasers' counsel, due diligence coordination, and closing mechanics. Eric will also serve as the primary liaison with local counsel and the Trustee on transaction documentation matters.
Claire Dempsey — Working Associate. Claire is an associate in C&H's Capital Markets practice and will support the engagement across multiple workstreams, including Offering Memorandum drafting, ESG workstream coordination with Barrisford Advisory Group LLC, sanctions workstream documentation and analysis, and due diligence review.
Leonard Cross — Specialist Partner, Tax. Leonard is a partner in C&H's Tax practice and will lead the tax workstream for the Offering, including the preparation of the U.S. federal income tax memorandum, analysis of OID treatment, FATCA and CRS implications, Cayman Islands tax status analysis, and the drafting and review of the Indenture tax gross-up and additional amounts provisions.
Additional associates and paralegals from the Firm's Capital Markets, Tax, and other practices may be assigned to the engagement as the matter requires, based on the volume and complexity of work at various stages of the transaction. The Company will be notified of any material changes to the core engagement team described above.
4. Billing Arrangements
4.1 Fee Basis
Fees for services rendered by C&H in connection with this engagement will be charged on an hourly basis at C&H's then-current standard rates for the timekeepers performing the work. This engagement is on an hourly (time-and-materials) basis, and there is no fee cap applicable to this engagement. The Company acknowledges that the total fees for the engagement will depend on the scope, complexity, and duration of the Offering process, including the extent of negotiations with the Initial Purchasers and their counsel, regulatory developments, and other factors that cannot be predicted with certainty at the outset.
4.2 Rate Schedule
The current hourly rates for the core members of the engagement team are as follows:
C&H's standard hourly rates are subject to annual adjustment, effective as of January 1 of each calendar year. The Company will be notified in advance of any changes to the rates applicable to the timekeepers assigned to this engagement.
4.3 Estimated Aggregate Fees
Based on the anticipated scope of work described in Section 2 above, and drawing on our experience with transactions of comparable complexity and structure, C&H estimates that aggregate legal fees for the engagement will fall within a range of $3,200,000 to $3,800,000. This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a cap, ceiling, or guarantee of actual fees. Actual fees incurred may be higher or lower than the estimated range depending on, among other things, the complexity and duration of the Offering process, the scope and intensity of negotiations with the Initial Purchasers and their counsel, the number and complexity of comments received on transaction documents, regulatory developments affecting the Offering (including developments in sanctions regulations or ESG disclosure requirements), the extent of due diligence required, and other factors outside C&H's control. The estimate set forth above does not include disbursements, filing fees, local counsel fees, or other third-party costs.
4.4 Disbursements and Expenses
Disbursements and out-of-pocket expenses incurred by C&H in connection with the engagement will be billed to the Company at cost. Such disbursements may include, without limitation, travel expenses, courier and delivery charges, filing fees (including UCC filing fees), document reproduction and printing costs, database and research charges (including Westmark Data Systems, Cascade Services Inc., and other online services), UCC and other lien search costs, and other similar expenses. Travel expenses incurred by members of the engagement team in connection with the Offering, including potential travel to Houston, Texas; George Town, Grand Cayman; Lagos, Nigeria; London, England; and Dakar, Senegal, will be billed at actual cost in accordance with C&H's then-current travel policy.
4.5 Billing and Payment
Invoices for fees and disbursements incurred in connection with this engagement will be rendered on a monthly basis. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper and the time expended, as well as an itemization of disbursements incurred during the billing period. Invoices are due and payable within thirty (30) days of the invoice date. The Company may direct questions regarding invoices to Theodore Langston (Billing Partner) at C&H's New York office, telephone (212) 455-2000, or by email at tlangston@calderwoodharkness.com.
5. Client Identity and Authorized Representatives
The Firm's client in this engagement is Dunmore Energy Holdings Ltd., and no other person or entity. Specifically, the Firm does not represent, and is not engaged by, any individual officer, director, employee, or shareholder of the Company, nor does the Firm represent DUFC, any Guarantor subsidiary, or any other affiliate of the Company, except to the extent that such entities are parties to the transaction documents prepared by C&H in connection with the Offering. Separate written agreements would be required for C&H to undertake representation of any such individual or entity.
The following individuals are authorized to provide instructions to C&H and to make decisions on behalf of the Company with respect to this engagement:
•  Alistair Forde, General Counsel
•  Deepa Rajaram, Chief Financial Officer
•  Marcus Ellingham, Chief Executive Officer
Day-to-day communications regarding the engagement should be directed to Alistair Forde, with copies to such other persons as Mr. Forde may designate from time to time. C&H will be entitled to rely upon the instructions and directions of the authorized representatives identified above (or their written designees) in all matters relating to the engagement.
6. Confidentiality
C&H will treat all information provided by the Company, or on the Company's behalf, in connection with this engagement as confidential, and will not disclose such information to any third party except as follows: (a) as required by applicable law, regulation, or court order; (b) as necessary in connection with the performance of our services under this engagement, including disclosures to local counsel (Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL) as needed for multi-jurisdictional workstreams and to the extent such local counsel are subject to comparable confidentiality obligations; (c) as authorized by the Company in writing; or (d) as required by C&H's professional and ethical obligations under the New York Rules of Professional Conduct, including Rule 1.6. The Firm's confidentiality obligations will survive the termination or completion of this engagement.
7. Conflicts of Interest
C&H has conducted conflicts checks with respect to the parties known to be involved in the Offering as of the date of this letter, including, without limitation: Dunmore Energy Holdings Ltd.; Dunmore upstream Finance Corp.; the Guarantor subsidiaries; Ridgeline Capital Markets LLC; Clarion Securities Inc.; Pinnacle Partners LLC; Northgate Trust Company, N.A.; Velthorn National Bank, N.A.; Harborview Capital Partners Fund VI, L.P.; Solstice Infrastructure Fund LP; Alderman Family Office LLC; Whitfield Baxter & Cohn LLP; and such other parties as have been identified to C&H in connection with the engagement. Based on the results of such conflicts checks, no conflicts of interest that would preclude or prevent C&H from undertaking this engagement have been identified as of the date of this letter.
The Company acknowledges that C&H is a large, diversified law firm that represents a significant number of entities across the energy, financial services, capital markets, and other sectors. As such, C&H may currently represent, or may in the future undertake representation of, other clients whose interests may be adverse to those of the Company in matters unrelated to this engagement. By executing this engagement letter, the Company consents to such representation, provided that it does not relate to the Offering or to the specific transactions contemplated hereby. Nothing in this paragraph shall be construed as a consent to any representation that would create a conflict of interest with respect to the subject matter of this engagement.
If a conflict of interest arises during the course of this engagement, C&H will promptly notify the Company and will work to resolve the matter in a manner consistent with applicable rules of professional conduct, including, where appropriate, seeking informed consent or implementing appropriate ethical screens.
8. Attorney-Client Privilege and Work Product
All communications between C&H and the Company in connection with this engagement, including oral and written communications, memoranda, analyses, and advice, are protected by the attorney-client privilege and the work-product doctrine to the fullest extent permitted by applicable law. The Company should take care to mark all communications with C&H as "Privileged and Confidential — Attorney-Client Communication" or similar designations, and should not disclose the substance of privileged communications to third parties without prior consultation with C&H, as such disclosure may result in a waiver of the privilege.
Given the multi-jurisdictional nature of the Offering and the involvement of foreign local counsel in several workstreams, C&H will implement protocols designed to preserve the attorney-client privilege and work-product protection in communications with Kincaid & Moreau LLP (Cayman Islands), Abayomi Chambers (Nigeria), Cresswell & Greaves LLP (England), and Theron Moss & Associates SARL (Senegal). These protocols will be set forth in a separate Privilege and Work-Product Protocol Memorandum, which C&H will prepare and circulate to the Company and to each local counsel firm promptly following the execution of this engagement letter. The Company is encouraged to review the Protocol Memorandum carefully and to ensure that all communications with local counsel are conducted in accordance with its terms.
9. Document Retention
C&H will retain engagement files (including correspondence, work product, and copies of transaction documents) in accordance with the Firm's document retention policies, as in effect from time to time. Under the Firm's current policy, closed matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which time such files may be destroyed or disposed of without further notice to the Company. Electronic files are subject to the same retention schedule. Original documents belonging to the Company will be returned to the Company upon request at any time during the engagement or the retention period. The Company is encouraged to request the return of any original documents that it wishes to retain at or prior to the conclusion of the engagement.
10. Termination
Either party may terminate this engagement at any time upon written notice to the other party. C&H's right to terminate is subject to its professional obligations under the New York Rules of Professional Conduct to provide reasonable notice of withdrawal and to avoid material prejudice to the Company's interests, including any requirements for court approval of withdrawal in pending proceedings (if applicable). Upon termination of the engagement by either party, the Company will remain obligated to pay all fees and expenses incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in Section 4. Following termination, C&H will cooperate with the Company and, if applicable, with successor counsel in the orderly transition of the matter, including the transfer of files and work product, subject to C&H's receipt of payment for all outstanding fees and expenses.
11. Limitation of Liability
To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to the Company in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Company to C&H for services rendered under this engagement letter. In no event shall C&H be liable to the Company for any consequential, indirect, incidental, special, or punitive damages arising out of or in connection with this engagement, regardless of the theory of liability, even if C&H has been advised of the possibility of such damages. Nothing in this Section 11 shall be construed to limit C&H's liability to the extent such limitation is prohibited by applicable law or the rules of professional conduct.
12. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the breach, termination, or validity thereof shall be resolved by final and binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator who is a member of the bar of the State of New York and has substantial experience in the practice of law relevant to the subject matter of the dispute. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek equitable or injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration. This Section 12 shall survive the termination or expiration of this engagement.
13. Acceptance and Agreement
We are delighted to have the opportunity to represent Dunmore Energy Holdings Ltd. in connection with this Offering and look forward to working with you, Ms. Rajaram, Mr. Ellingham, and the broader Dunmore team. If the foregoing terms and conditions are acceptable to the Company, please confirm the Company's agreement by executing and returning a copy of this letter to the undersigned at your earliest convenience. A duplicate original is enclosed for your records.
Please do not hesitate to contact Jennifer Kwon at (212) 455-2114 or jkwon@calderwoodharkness.com, or Theodore Langston at (212) 455-2238 or tlangston@calderwoodharkness.com, with any questions regarding this engagement letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
ACKNOWLEDGED AND AGREED:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Alistair Forde
Title: General Counsel
Date: ________
Enclosures
1.  C&H Standard Terms and Conditions of Engagement (supplementary terms)
2.  Privilege and Work-Product Protocol Memorandum (to follow under separate cover)
Distribution:
cc: Marcus Ellingham, Chief Executive Officer, Dunmore Energy Holdings Ltd.
cc: Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd.
cc: Theodore Langston, Partner, Calderwood & Harkness LLP
cc: Eric Johannsen, Senior Associate, Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
Jennifer Kwon | Responsible Partner | $1,850
Theodore Langston | Billing Partner | $1,850
Leonard Cross | Specialist Partner, Tax | $1,750
Eric Johannsen | Lead Associate | $1,025
Claire Dempsey | Working Associate | $875
Other associates (if assigned) | TBD | Current C&H standard rates
Paralegals | Support | Current C&H standard rates

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD.

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