CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Jennifer Kwon, Responsible Partner, Capital Markets Practice Group
FROM: Theodore Langston, Billing Partner, Capital Markets Practice Group
DATE: April 14, 2025
RE: Staffing and Rate Schedule — Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032
MATTER NO.: 1016-00003
1. Purpose
This memorandum confirms the Calderwood & Harkness LLP ("C&H" or the "Firm") engagement team composition, individual billing rates, specialist assignments, and anticipated workstream allocations for the Firm's representation of Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands-exempted company, and its wholly-owned subsidiary Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation, as co-issuers in connection with the private placement of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes will be offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers and non-U.S. persons, respectively, through an initial purchaser syndicate led by Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers").
The engagement letter governing this representation was executed on April 14, 2025 by Alistair Forde, General Counsel of DEH, on behalf of DEH and DUFC, and by the undersigned on behalf of Calderwood & Harkness LLP. The billing arrangement is on an hourly basis with no fee cap. Based on a preliminary assessment of the scope of work, including the multi-jurisdictional nature of the security package, the ESG and sanctions compliance workstreams, and the complexity of the offering memorandum disclosure requirements, the estimated aggregate fees for the engagement are $3,200,000 to $3,800,000. This estimate is exclusive of disbursements and local counsel fees, which are addressed separately below.
This memorandum is intended to serve as the definitive internal staffing reference for the engagement and should be read in conjunction with the engagement letter dated April 14, 2025 from Calderwood & Harkness LLP to Dunmore Energy Holdings Ltd.
2. Engagement Team — Core Members
The following professionals have been assigned to this engagement. Each team member's role, office location, billing rate, and primary responsibilities are set forth below. All team members have been cleared through the Firm's conflicts system, as confirmed in the Conflict Check Memorandum dated April 14, 2025.
2.1 Jennifer Kwon — Responsible Partner
Title: Partner, Capital Markets Practice Group
Office: 425 Lexington Avenue, New York, NY 10017
Role: Responsible Partner; overall engagement leadership and client relationship management
Billing Rate: $1,850 per hour
Primary Responsibilities:
Jennifer Kwon will serve as the Responsible Partner on this engagement and will have overall supervisory responsibility for all work product, deliverables, and client communications. Her specific responsibilities include:
• Serving as lead partner on all principal transaction documents, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the Security Documents (including the U.S. Collateral Agreement and coordination of the multi-jurisdictional security packages);
• Acting as the primary point of contact for DEH senior management, including Marcus Ellingham (Chief Executive Officer), Deepa Rajaram (Chief Financial Officer), and Alistair Forde (General Counsel), as well as Board Chair Lady Constance Harrowby, as needed, on matters requiring board-level engagement;
• Providing oversight of the offering memorandum drafting process and ultimate review and sign-off on the 10b-5 disclosure letter to be delivered to the Initial Purchasers at closing;
• Coordinating with counsel to the Initial Purchasers, Harrison Cates and Priya Naveen of Whitfield Baxter & Cohn LLP, on transaction document negotiations and disclosure review;
• Supervising the sanctions and OFAC compliance workstream and the ESG disclosure workstream, both of which require senior partner-level oversight given the heightened regulatory environment and the issuer's operational profile in Nigeria and Senegal;
• Reviewing and providing final sign-off on all legal opinions to be delivered at closing, including C&H opinions (New York law enforceability, corporate authorization, and securities law/no-registration opinions) and all local counsel opinions;
• Coordinating with local counsel in four jurisdictions:
(a) Kincaid & Moreau LLP (Grand Cayman) — Nigel Ashworth, lead partner — Cayman corporate and capacity matters and Cayman tax matters;
(b) Abayomi Chambers (Lagos, Nigeria) — Chidinma Okafor, lead partner — Nigerian collateral documentation (Debenture and Charge over OML 47 and OML 63 assets) and Nigerian regulatory opinions;
(c) Cresswell & Greaves LLP (London, England) — Fiona Halsted, lead partner — English law collateral documentation (Debenture by Dunmore Trading Ltd.) and English law opinions; and
(d) Theron Moss & Associates SARL (Dakar, Senegal) — Moustapha Sy, lead partner — Senegalese collateral documentation (Nantissement and Cession Fiduciaire over Cayar Offshore Block assets) and Senegalese law opinions.
2.2 Theodore Langston — Billing Partner
Title: Partner, Capital Markets Practice Group
Office: 425 Lexington Avenue, New York, NY 10017
Role: Billing Partner; responsible for matter administration, billing, and budget management
Billing Rate: $1,850 per hour
Primary Responsibilities:
Theodore Langston will serve as the Billing Partner on this engagement and will have primary responsibility for matter economics, billing administration, and budget management. His specific responsibilities include:
• Management of engagement economics within the estimated $3,200,000 to $3,800,000 aggregate fee range, with ongoing monitoring of actual hours and spend against the preliminary budget allocations set forth in Section 7 below;
• Conducting monthly billing reviews and coordinating directly with the DEH finance team, principally Deepa Rajaram (CFO), regarding invoice presentation, accrual estimates, and any billing inquiries;
• Overseeing staffing adequacy throughout the life of the engagement and authorizing staffing reallocations as workstreams evolve, subject to Jennifer Kwon's approval for any material changes;
• Providing secondary review of key transaction documents as needed to supplement Jennifer Kwon's oversight, particularly during periods of peak activity; and
• Serving as liaison with Firm management on matter resourcing, including any requests for additional associate or paralegal support.
2.3 Eric Johannsen — Lead Associate
Title: Associate, Capital Markets Practice Group
Office: 425 Lexington Avenue, New York, NY 10017
Role: Lead Associate; day-to-day document drafting and negotiation
Billing Rate: $1,025 per hour
Primary Responsibilities:
Eric Johannsen will serve as the Lead Associate on this engagement and will bear day-to-day responsibility for the preparation, drafting, and negotiation of all principal transaction documents. His specific responsibilities include:
• Serving as principal drafter of the Indenture, including all operative provisions, the OFAC sanctions representations and covenants, the tax gross-up and additional-amounts provisions, the optional redemption schedule (including make-whole, equity clawback, and par call provisions), and the change of control provisions;
• Drafting the Purchase Agreement between the co-issuers and the Initial Purchasers, including conditions to closing, representations and warranties, and indemnification provisions;
• Drafting the Registration Rights Agreement, including the exchange offer and shelf registration provisions, and the liquidated damages mechanics for failure to register;
• Drafting the U.S. Collateral Agreement (pledge and security agreement governed by New York law), which will cover the equity interests in DUFC and the domestic subsidiary guarantors;
• Preparing the Intercreditor Agreement between Northgate Trust Company, N.A., as Notes Collateral Agent, and Velthorn National Bank, N.A., as ABL Agent, including the lien priority, standstill, and turnover provisions;
• Coordinating with Northgate Trust Company, N.A. (William Kerrigan, Vice President, Corporate Trust) on all Trustee and Collateral Agent documentation, including the Trustee's standard form comments and fee schedule;
• Coordinating with Beacon Fiduciary Services LLC (Sandra Mitchum) on the Paying Agency Agreement and related paying agent and transfer agent arrangements;
• Drafting the OFAC covenant and representation language for inclusion in the Indenture and the Purchase Agreement, in coordination with Jennifer Kwon and the sanctions compliance workstream;
• Preparing the closing checklist, closing memorandum, and funds flow memorandum, and managing the closing mechanics through settlement;
• Serving as the day-to-day liaison with Harrison Cates and Priya Naveen at Whitfield Baxter & Cohn LLP on all document markup cycles, turn schedules, and open issues lists; and
• Managing the transmission of draft documents to counterparty counsel, the Trustee, and the Collateral Agent throughout the drafting process.
2.4 Claire Dempsey — Working Associate
Title: Associate, Capital Markets Practice Group
Office: 425 Lexington Avenue, New York, NY 10017
Role: Working Associate; disclosure, due diligence, and specialist workstream support
Billing Rate: $875 per hour
Primary Responsibilities:
Claire Dempsey will serve as the Working Associate on this engagement, with primary responsibility for the offering memorandum, due diligence, and specialist workstream support. Her specific responsibilities include:
• Drafting the Preliminary Offering Memorandum ("Red Herring") and the Final Offering Memorandum, including all principal sections: executive summary, business description, risk factors, description of the Notes, use of proceeds, capitalization, management's discussion and analysis of financial condition and results of operations, and financial data sections;
• Preparing the ESG and Sustainability Disclosure Section of the Offering Memorandum, drawing upon data and analysis furnished by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant), and ensuring alignment with applicable disclosure frameworks (SASB, TCFD, and ISSB standards);
• Drafting ESG and climate risk factors and sanctions/OFAC risk factors for inclusion in the risk factors section of the Offering Memorandum;
• Preparing the OM Backup Memorandum, which will document the factual basis for each material statement contained in the Offering Memorandum, cross-referenced to supporting data sources and verification procedures;
• Performing ESG data verification, including cross-referencing all Barrisford Advisory Group data to the corresponding statements in the Offering Memorandum. Key ESG data points requiring verification include:
(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: $14.2 million;
(iv) Methane flaring intensity: 3.8 m³/boe;
• Coordinating with Sandoval Compliance Solutions LLC (Rosa Medina) on sanctions screening results and OFAC compliance documentation, including the assembly and review of screening reports for all transaction parties, counterparties, and joint venture partners;
• Managing the due diligence workstream, including preparation of the master due diligence request list and drafting of the due diligence memoranda covering corporate/organizational matters, regulatory/licensing matters, litigation matters, and material contracts;
• Preparing all corporate authorization documents, including board resolutions for DEH and DUFC, guarantor resolutions for the subsidiary guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), officers' certificates, secretary's certificates, and incumbency certificates;
• Preparing UCC-1 financing statements for filing with the Delaware Secretary of State in connection with the U.S. Collateral Agreement;
• Assisting with the preparation of the comfort letter request to Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), including the preparation of the circle-up package and the identification of financial data requiring accountant comfort.
2.5 Leonard Cross — Specialist Partner, Tax
Title: Partner, Tax Practice Group
Office: 425 Lexington Avenue, New York, NY 10017
Role: Specialist Partner; tax workstream lead
Billing Rate: $1,750 per hour
Primary Responsibilities:
Leonard Cross will serve as the Specialist Partner for all tax-related matters on this engagement. His involvement is expected to be concentrated in the first three weeks of the engagement (April 14 through May 5, 2025), with intermittent availability thereafter through closing. His specific responsibilities include:
• Preparation of a comprehensive U.S. Federal Income Tax Memorandum, analyzing original issue discount ("OID") implications (the Notes are expected to be issued at 98.50% of par, resulting in OID of $12,750,000, being 1.50% of the $850,000,000 aggregate principal amount), withholding tax implications arising from the Cayman Islands domicile of DEH as issuer, FATCA compliance requirements, and IRS Form W-8 requirements for non-U.S. holders;
• Preparation of a Cayman Tax Status Certificate and Memorandum, confirming DEH's tax-exempt status under Cayman Islands law and coordinating with Kincaid & Moreau LLP (Nigel Ashworth) regarding the Tax Undertaking issued by the Cayman Islands government, which provides an assurance of tax-exempt status for a specified period;
• Preparation of a Withholding and Reporting Obligations Memorandum, addressing backup withholding requirements, FATCA withholding and reporting obligations, and Common Reporting Standard ("CRS") compliance;
• Drafting and marking up the Indenture tax gross-up and additional-amounts provisions, together with a Tax Covenant Commentary memorandum explaining the operative mechanics and policy rationale of the gross-up and additional-amounts regime;
• Reviewing all tax-related risk factors and tax disclosure sections of the Offering Memorandum for accuracy and completeness; and
• Providing advisory input on the structuring of the Cayman issuer / Delaware co-issuer arrangement, with particular attention to tax efficiency, including the minimization of withholding tax leakage and the preservation of treaty benefits where applicable.
3. Rate Schedule Summary
The following table summarizes the billing rates for all core engagement team members:
The above rates are effective as of the engagement date of April 14, 2025, and are subject to the Firm's standard annual rate adjustment policy, which provides for rate adjustments on January 1 of each calendar year. Given that this engagement is expected to close on or about May 15, 2025, no rate adjustment is anticipated during the life of this matter.
As noted above, the billing arrangement is on an hourly basis with no fee cap. The estimated aggregate fees for the engagement are $3,200,000 to $3,800,000, inclusive of all workstreams described herein. This estimate is exclusive of disbursements (including filing fees, printing costs, travel expenses, and third-party vendor charges) and local counsel fees (Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL), all of which are billed separately to the client pursuant to the terms of the engagement letter.
4. Workstream Assignments
The following subsections set forth the assignment of team members and the scope of work for each principal workstream of the engagement.
4.1 Principal Transaction Documents
Lead: Eric Johannsen (drafting); Jennifer Kwon (supervision and negotiation)
Support: Claire Dempsey (ancillary documents, including corporate authorization documents and UCC filings)
Scope: This workstream encompasses the drafting, negotiation, and finalization of the following principal transaction documents:
(a) the Indenture among DEH, DUFC, the subsidiary guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent;
(b) the First Supplemental Indenture (form), to be used in connection with the exchange offer or shelf registration;
(c) the Purchase Agreement among DEH, DUFC, the subsidiary guarantors, and the Initial Purchasers;
(d) the Registration Rights Agreement among DEH, DUFC, the subsidiary guarantors, and the Initial Purchasers;
(e) the Intercreditor Agreement between Northgate Trust Company, N.A. (as Notes Collateral Agent) and Velthorn National Bank, N.A. (as ABL Agent);
(f) the U.S. Collateral Agreement (pledge and security agreement governed by New York law); and
(g) the Paying Agency Agreement between DEH, DUFC, and Beacon Fiduciary Services LLC.
Counterparties and External Contacts: This workstream will require regular coordination with the following external parties:
• Whitfield Baxter & Cohn LLP (Harrison Cates, Partner; Priya Naveen, Associate) — counsel to the Initial Purchasers;
• Northgate Trust Company, N.A. (William Kerrigan, Vice President, Corporate Trust) — Trustee and Collateral Agent;
• Beacon Fiduciary Services LLC (Sandra Mitchum) — Paying Agent;
• Velthorn National Bank, N.A. (Robert Cavanaugh, Managing Director) and its counsel, Pruitt Halsey LLP — ABL Agent and ABL Agent's counsel.
4.2 Multi-Jurisdictional Security Documents
Lead: Eric Johannsen (coordination); Jennifer Kwon (review and sign-off)
Local Counsel Coordination: The security package for the Notes extends across multiple jurisdictions, necessitating coordination with local counsel in each of the following:
(a) Nigeria — Collateral Agreement in the form of a Debenture and Charge over the OML 47 and OML 63 assets of Dunmore Nigeria E&P Ltd., a subsidiary of DEH. Local counsel: Abayomi Chambers, Lagos (Chidinma Okafor, lead partner). Nigerian security documentation will require registration with the Corporate Affairs Commission and, where applicable, the consent of the Nigerian National Petroleum Company in respect of its back-in rights under the relevant production sharing contracts.
(b) England — Collateral Agreement in the form of a Debenture executed by Dunmore Trading Ltd., a subsidiary of DEH organized under the laws of England and Wales. Local counsel: Cresswell & Greaves LLP, London (Fiona Halsted, lead partner). English law debentures will be registered at Companies House.
(c) Senegal — Collateral Agreement in the form of a Nantissement and Cession Fiduciaire over the Cayar Offshore Block assets of Dunmore Senegal S.A., a subsidiary of DEH organized under the laws of Senegal. Local counsel: Theron Moss & Associates SARL, Dakar (Moustapha Sy, lead partner). Senegalese security documentation will be governed by OHADA law and the relevant provisions of the Senegalese petroleum code.
(d) Cayman Islands — Corporate and capacity matters for DEH, including board resolutions, certificates of good standing, and capacity opinions. Local counsel: Kincaid & Moreau LLP, Grand Cayman (Nigel Ashworth, lead partner).
Eric Johannsen will serve as the primary C&H coordinator for all local counsel workstreams, with Jennifer Kwon providing partner-level review and sign-off on all security documents and related local counsel opinions prior to closing.
4.3 Offering Memorandum and Disclosure
Lead: Claire Dempsey (drafting); Jennifer Kwon (review)
Scope: This workstream covers the preparation of the following disclosure documents:
• Preliminary Offering Memorandum (target distribution to Initial Purchasers: April 28, 2025);
• Final Offering Memorandum (target delivery: May 14, 2025);
• Offering Memorandum supplements, including the ESG and sustainability disclosure section, sanctions risk factors, and ESG and climate risk factors; and
• OM Backup Memorandum (documenting the factual basis for each material statement in the Offering Memorandum).
External Coordination: The offering memorandum workstream will require coordination with the following external advisors:
• Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant) — ESG data and sustainability metrics;
• Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner) — audited financial statements, comfort letter, and circle-up procedures;
• Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Reservoir Engineer) — proved reserves data and PV-10 estimates; and
• Sandoval Compliance Solutions LLC (Rosa Medina, Senior Compliance Analyst) — OFAC screening results for OM disclosure purposes.
Key Financial Data for Offering Memorandum Disclosure: The following key financial and operational data points will be central to the Offering Memorandum and are subject to verification through the due diligence process:
• Revenue: $2.14 billion (LTM);
• EBITDA: $816 million (LTM);
• Pro forma total debt (after giving effect to the Notes offering and the application of proceeds): $1.72 billion;
• Pro forma gross leverage ratio: 2.11x;
• Pro forma net leverage ratio: 1.88x;
• Total proved reserves: 345.8 MMboe; and
• PV-10 of proved reserves: $6.7 billion.
4.4 Legal Opinions
Lead: Jennifer Kwon (all C&H opinions)
Support: Eric Johannsen (initial drafts)
C&H Opinions: Calderwood & Harkness LLP will deliver the following legal opinions at closing:
(a) New York Law Enforceability Opinion — opining on the due execution, delivery, and enforceability under New York law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the U.S. Collateral Agreement;
(b) Corporate Authorization Opinion — opining on the corporate authorization of DUFC (Delaware corporation) and the U.S. subsidiary guarantors: Dunmore Gulf Operations LLC (a Delaware limited liability company), Dunmore Renewables LLC (a Delaware limited liability company), and Dunmore Midstream Holdings Inc. (a Delaware corporation); and
(c) Securities Law / No-Registration Opinion — opining that the offer and sale of the Notes pursuant to Rule 144A and Regulation S are exempt from the registration requirements of Section 5 of the Securities Act.
Local Counsel Opinion Coordination and Review: Jennifer Kwon will coordinate the receipt and review of local counsel opinions from:
• Kincaid & Moreau LLP (Cayman Islands — corporate capacity, good standing, and Cayman tax status);
• Abayomi Chambers (Nigeria — enforceability of Nigerian security documents, Nigerian regulatory matters);
• Cresswell & Greaves LLP (England — enforceability of English law debenture, capacity of Dunmore Trading Ltd.);
• Theron Moss & Associates SARL (Senegal — enforceability of Senegalese security documents, OHADA compliance); and
• Northgate Trust Company, N.A. in-house counsel opinion form (trustee authorization and capacity).
10b-5 Disclosure Letter: Jennifer Kwon will author the 10b-5 disclosure letter (negative assurance letter) to be addressed to the Initial Purchasers:
• Ridgeline Capital Markets LLC (Thomas Whitford, Managing Director);
• Clarion Securities Inc. (Derek Holmgren, Managing Director); and
• Pinnacle Partners LLC (Julia Song, Managing Director).
4.5 Tax Workstream
Lead: Leonard Cross (sole lead)
Support: Claire Dempsey (assembly of tax-related Offering Memorandum sections)
Scope: The tax workstream encompasses the following deliverables:
(a) U.S. Federal Income Tax Memorandum, including analysis of OID ($12,750,000), withholding tax implications for payments by a Cayman Islands issuer, FATCA compliance, and IRS Form W-8 requirements;
(b) Cayman Tax Status Certificate and Memorandum, including coordination with Kincaid & Moreau LLP (Nigel Ashworth) on the Tax Undertaking from the Cayman Islands government;
(c) Withholding and Reporting Obligations Memorandum (backup withholding, FATCA, CRS); and
(d) Tax Covenant Commentary for the Indenture gross-up and additional-amounts provisions.
Coordination: Leonard Cross will coordinate directly with Nigel Ashworth at Kincaid & Moreau LLP on all Cayman Islands tax matters and will consult with Jennifer Kwon on the integration of tax analysis into the broader transaction documentation.
4.6 Sanctions / OFAC Compliance Workstream
Lead: Jennifer Kwon (supervision); Eric Johannsen (Indenture covenant drafting)
Support: Claire Dempsey (screening documentation, risk-factor drafting, Offering Memorandum disclosure)
Scope: This workstream addresses the following deliverables and activities:
• OFAC and Sanctions Compliance Memorandum: comprehensive analysis of applicable U.S. sanctions programs and their relevance to DEH's operations;
• OFAC Covenant and Representation Drafting Memorandum: guidance to the document drafting team on the scope and mechanics of the sanctions covenant and representations to be included in the Indenture and the Purchase Agreement;
• Review and analysis of Sandoval Compliance Solutions LLC screening results (screening completed April 25, 2025), confirming no hits on the OFAC Specially Designated Nationals and blocked Persons List ("SDN List"), the Sectoral Sanctions Identifications List ("SSI List"), the EU Consolidated List of Sanctions, or the UK Office of Financial Sanctions Implementation ("OFSI") list;
• Preparation of a counterparty and joint venture partner sanctions checklist;
• OFAC risk-factor drafting notes for inclusion in the Offering Memorandum;
• Development of a post-closing sanctions monitoring protocol for the benefit of DEH; and
• Preparation of a side letter on sanctions representations, to be executed by DEH and delivered to the Initial Purchasers.
External Coordination: Sandoval Compliance Solutions LLC (Rosa Medina, Senior Compliance Analyst) and Alistair Forde (General Counsel, DEH) for sign-off on sanctions representations.
Key Context: This workstream requires heightened scrutiny and enhanced screening procedures due to DEH's upstream operations in Nigeria (OML 47 and OML 63, which are subject to Nigerian National Petroleum Company back-in rights and involve government counterparties) and Senegal (Cayar Offshore Block, involving interaction with the Senegalese government and state energy entities). Both jurisdictions present elevated sanctions and compliance risk profiles that necessitate careful attention in both the transaction documentation and the Offering Memorandum disclosure.
4.7 ESG Disclosure Workstream
Lead: Claire Dempsey (drafting); Jennifer Kwon (review)
Scope: The ESG disclosure workstream encompasses the following deliverables:
• ESG Disclosure Framework Memorandum, analyzing the applicability of 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 (IFRS S1 and S2) to the Offering Memorandum disclosure;
• ESG risk-factor drafting memorandum, providing guidance on the scope and content of ESG and climate-related risk factors;
• ESG data verification checklist, cross-referencing all ESG and sustainability data points furnished by Barrisford Advisory Group LLC to the corresponding disclosures in the Offering Memorandum;
• Greenwashing liability analysis, assessing the litigation risk associated with ESG disclosures in the offering context, including potential exposure under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and
• Net-zero commitment disclosure review, analyzing DEH's publicly stated 2050 net-zero pledge and the applicability of the safe-harbor provisions under the Private Securities Litigation Reform Act of 1995 ("PSLRA") to forward-looking ESG statements in the Offering Memorandum.
External Coordination: Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant).
4.8 Due Diligence
Lead: Claire Dempsey
Support: Eric Johannsen (material contracts and regulatory review)
Scope: The due diligence workstream encompasses the following:
• Preparation and distribution of the master due diligence request list to DEH and its subsidiaries;
• Preparation of due diligence memoranda covering four principal categories: