1016-00003 · Client 1016 · Offering Memorandum

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CONFIDENTIAL — ATTORNEY WORK PRODUCT — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE

CALDERWOOD & HARKNESS LLP Counselors at Law

425 Lexington Avenue New York, New York 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 15, 2025

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179

Attention: Global Debt Capital Markets

As Lead Initial Purchaser and Lead Left Bookrunner

Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111

Attention: High Yield Origination

As Joint Bookrunner and Initial Purchaser

Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282

Attention: Leveraged Finance Group

As Co-Manager and Initial Purchaser

Ladies and Gentlemen:

Re: $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 (the "Notes") of Dunmore Energy Holdings Ltd. (the "Company" or "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer," and together with the Company, the "Issuers")

We refer to the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors party thereto (as defined below), and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers (collectively, the "Initial Purchasers"). This letter is being delivered to you pursuant to Section 7(g) of the Purchase Agreement as a condition to the obligations of the Initial Purchasers at the closing of the purchase of the Notes on the date hereof.

1. Introduction and Scope

We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Company, the "Issuers"), in connection with the offering and sale of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being offered and sold (i) to persons reasonably believed to be qualified institutional buyers ("QIBs") in reliance on Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act.

The Notes are guaranteed on a senior secured basis by each of the following subsidiaries of the Company (collectively, the "Guarantors"):

(i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria;

(ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;

(iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware;

(iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;

(v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and

(vi) Dunmore Trading Ltd., a company incorporated under the laws of England and Wales.

The Notes and the related guarantees are being issued pursuant to an Indenture dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, in its capacities as Trustee (the "Trustee") and Collateral Agent (the "Collateral Agent").

In connection with the offering and sale of the Notes, the Issuers have prepared and delivered to the Initial Purchasers: (a) a Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary Offering Memorandum"), and (b) a Final Offering Memorandum dated May 14, 2025 (the "Final Offering Memorandum," and together with the Preliminary Offering Memorandum, the "Offering Memorandum"). Unless otherwise indicated, references to the "Offering Memorandum" herein refer to the Final Offering Memorandum, as amended or supplemented through the date hereof.

Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to them in the Purchase Agreement.

2. Documents Reviewed and Procedures Undertaken

In connection with rendering the negative assurance set forth in Section 4 below, we have reviewed the following documents and have undertaken the following procedures:

(a) We have reviewed the Final Offering Memorandum dated May 14, 2025, including all exhibits, annexes, and supplements thereto, and the Preliminary Offering Memorandum dated April 28, 2025, including all exhibits, annexes, and supplements thereto, and have compared the information set forth in the Final Offering Memorandum with the information set forth in the Preliminary Offering Memorandum to identify any material differences or revisions.

(b) We have reviewed the execution version of the Indenture dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, including the form of Global Note attached thereto and the supplemental provisions relating to the guarantees.

(c) We have reviewed the Purchase Agreement dated May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, including all schedules and exhibits thereto.

(d) We have reviewed the Registration Rights Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, pursuant to which the Issuers have agreed to use commercially reasonable efforts to file and cause to become effective a registration statement with respect to an exchange offer for the Notes or, in certain circumstances, a shelf registration statement.

(e) We have reviewed the Collateral Agreement (U.S.) — Pledge and Security Agreement dated as of May 15, 2025, among the Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the State of New York, including the schedules of pledged equity interests, intellectual property, deposit accounts, and other collateral identified therein.

(f) We have reviewed the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A., in its capacity as Notes Collateral Agent, Velthorn National Bank, N.A., in its capacity as agent for the lenders under the ABL Revolving Credit Facility (the "ABL Agent"), the Issuers, and the Guarantors, which sets forth the relative priorities of the security interests of the Notes Collateral Agent and the ABL Agent in the shared collateral and the respective rights and remedies of such parties with respect thereto.

(g) We have reviewed the other Security Documents relating to the collateral located in or governed by the laws of jurisdictions outside of the United States, including the Nigerian security documents, the English law security documents, and the Senegalese security documents. With respect to these foreign-law Security Documents, we note that we have not independently reviewed or passed upon the laws of the Federal Republic of Nigeria, England and Wales, or the Republic of Senegal, and we have relied upon the opinions and advice of the following local counsel:

(i) Abayomi Chambers (Lagos, Nigeria) — with respect to Nigerian law matters, including the validity and enforceability of the Nigerian security documents, the legal mortgage over OML 47 and OML 63 interests, and compliance with the Nigerian Oil and Gas Industry Content Development Act;

(ii) Cresswell & Greaves LLP (London, England) — with respect to English law matters, including the validity and enforceability of the English law debenture and the share charges over the equity interests in Dunmore Trading Ltd.; and

(iii) Theron Moss & Associates SARL (Dakar, Senegal) — with respect to Senegalese law matters, including the validity and enforceability of the Senegalese security documents and compliance with the Senegalese Petroleum Code and related regulations.

(h) We have reviewed the Paying Agency Agreement dated as of May 15, 2025, between the Issuers and Beacon Fiduciary Services LLC, as Paying Agent, Transfer Agent, and Registrar.

(i) We have reviewed the Officers' Certificate dated May 15, 2025, executed by Marcus Ellingham, Chief Executive Officer of the Company, and Deepa Rajaram, Chief Financial Officer of the Company, delivered pursuant to Section 7(e) of the Purchase Agreement, certifying, among other things, the accuracy of the representations and warranties of the Issuers contained in the Purchase Agreement and the satisfaction of the conditions set forth therein.

(j) We have reviewed the resolutions adopted by the board of directors (or equivalent governing body) of each of the Issuers and each Guarantor subsidiary authorizing the execution, delivery, and performance of the Transaction Documents to which each such entity is a party, including the resolutions of:

(i) the board of directors of Dunmore Energy Holdings Ltd., adopted on April 22, 2025;

(ii) the board of directors of Dunmore upstream Finance Corp., adopted on April 22, 2025;

(iii) the board of directors of Dunmore Nigeria E&P Ltd., adopted on April 23, 2025;

(iv) the sole member of Dunmore Gulf Operations LLC, acting by written consent dated April 22, 2025;

(v) the sole member of Dunmore Renewables LLC, acting by written consent dated April 22, 2025;

(vi) the board of directors of Dunmore Senegal S.A., adopted on April 24, 2025;

(vii) the board of directors of Dunmore Midstream Holdings Inc., adopted on April 22, 2025; and

(viii) the board of directors of Dunmore Trading Ltd., adopted on April 23, 2025.

(k) We have reviewed the audited consolidated financial statements of Dunmore Energy Holdings Ltd. for the fiscal year ended December 31, 2024, including the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for the year then ended, together with the notes thereto, which financial statements have been audited by Alverton & Co. LLP, independent registered public accounting firm (Graham Stillwell, lead engagement partner), and are included in the Offering Memorandum.

(l) We have reviewed the independent reserves report prepared by Duval Howard & Partners, independent petroleum engineering consultants (Dr. Evelyn Marchetti, lead consultant), dated March 15, 2025, with an effective date of December 31, 2024, covering the proved, probable, and possible reserves attributable to OML 47 (Nigeria), OML 63 (Nigeria), Cayar Offshore Block (Senegal), and the Company's Gulf of Mexico leases in the Green Canyon and Garden Banks areas, as described in and incorporated into the Offering Memorandum.

(m) We have reviewed the initial comfort letter delivered by Alverton & Co. LLP to the Initial Purchasers dated May 12, 2025 and the bring-down comfort letter delivered by Alverton & Co. LLP to the Initial Purchasers dated May 15, 2025, each in the form required by Section 7(f) of the Purchase Agreement, relating to certain financial and accounting information included in the Offering Memorandum.

(n) We have reviewed the ESG data package prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, lead consultant), dated April 10, 2025, which has been incorporated into the "Environmental and Social Responsibility" section of the Offering Memorandum, including data relating to greenhouse gas emissions, flaring, water management, community development, health and safety, and workforce diversity.

(o) We have reviewed the sanctions screening results and compliance report prepared by Sandoval Compliance Solutions LLC (Rosa Medina, lead consultant), completed April 25, 2025, which screened the directors, officers, significant shareholders, material counterparties, and business operations of the Issuers and the Guarantors against applicable sanctions lists and programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the European Union, the United Nations Security Council, and His Majesty's Treasury.

(p) We have participated in due diligence sessions with the management of the Company on multiple occasions during the period from March 2025 through May 2025, including discussions with Marcus Ellingham (Chief Executive Officer), Deepa Rajaram (Chief Financial Officer), and Alistair Forde (General Counsel), covering, among other matters, the Company's business, financial condition, results of operations, properties, assets, liabilities, reserves, litigation, regulatory matters, environmental compliance, insurance, material contracts, sanctions compliance, anti-corruption policies, and related topics.

(q) We have reviewed the responses of the Company and the Guarantors to the master due diligence request list circulated by us and by Whitfield Baxter & Cohn LLP, counsel to the Initial Purchasers, including documentary materials produced in the virtual data room maintained in connection with the offering.

(r) We have reviewed the Bring-Down Due Diligence Certificate dated May 15, 2025, executed by Alistair Forde, General Counsel of the Company, confirming that, since April 28, 2025 (the date of the Preliminary Offering Memorandum), there has been no material adverse change in the condition (financial or otherwise), earnings, business, operations, properties, or prospects of the Company and its subsidiaries, taken as a whole, except as disclosed in the Offering Memorandum.

(s) We have reviewed the opinion letter of Kincaid & Moreau LLP (Nigel Ashworth, partner), dated May 15, 2025, addressed to the Initial Purchasers, relating to certain matters of Cayman Islands law, including the due incorporation, valid existence, and good standing of the Company, the corporate power and authority of the Company to enter into and perform the Transaction Documents, and the enforceability of the Indenture and the Notes against the Company under Cayman Islands law.

(t) We have reviewed certain corporate records, certificates of good standing, certificates of incumbency, and organizational documents (including memoranda and articles of association, certificates of incorporation, certificates of formation, operating agreements, and bylaws, as applicable) of each of the Issuers and the Guarantors.

(u) We have reviewed such other documents, records, certificates, instruments, and matters as we have deemed relevant and necessary in order to render the negative assurance set forth herein.

In conducting our review and rendering the negative assurance contained herein, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, and the accuracy and completeness of all documents and records that we have reviewed. We have also assumed that each natural person who executed any document reviewed by us had, at the time of such execution, the legal capacity to do so.

We wish to emphasize that we have not independently verified the accuracy, completeness, or fairness of the financial statements, statistical data, reserves data, ESG data, or other factual information of a quantitative, technical, scientific, or accounting nature contained in the Offering Memorandum. Without limiting the generality of the foregoing, we have not independently verified the accuracy of, among other data points, the following information included in the Offering Memorandum: fiscal year 2024 total revenue of $2,140,000,000; EBITDA of $816,000,000; total proved reserves of 345.8 million barrels of oil equivalent ("MMboe") with a PV-10 value of $6,700,000,000; Scope 1 greenhouse gas emissions of 1.42 million metric tons of carbon dioxide equivalent ("CO₂e"); Scope 2 greenhouse gas emissions of 0.18 million metric tons CO₂e; methane flaring intensity of 3.8 cubic meters per barrel of oil equivalent ("m³/boe"); and community development expenditures of $14.2 million. Our negative assurance should not be construed as extending to such data or to the methodologies, assumptions, or models underlying such data.

3. Limitations and Qualifications

The negative assurance set forth in Section 4 below is subject to the following limitations and qualifications:

(a) Professional Limitations. Calderwood & Harkness LLP is a law firm engaged in the practice of law. We are not registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or under the securities laws of any state or other jurisdiction. We are not a public accounting firm registered with the Public Company Accounting Oversight Board or any other regulatory body. We are not petroleum engineers, geologists, geophysicists, reservoir engineers, or other technical professionals licensed or qualified in the evaluation of oil and gas reserves or resources. We are not environmental, social, or governance ("ESG") consultants, sustainability advisors, or climate scientists. Accordingly, we do not assume any responsibility for, and our negative assurance does not extend to, the accuracy, completeness, or fairness of any financial statements, reserves estimates, ESG data, or other information of a technical, accounting, statistical, scientific, or engineering nature contained in the Offering Memorandum.

(b) Carved-Out Information. Our negative assurance does not address and no negative assurance is provided with respect to the following categories of information contained in or incorporated into the Offering Memorandum:

(i) the audited and unaudited consolidated financial statements of the Company and its subsidiaries, including the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows, together with all notes, schedules, and supplementary data thereto, and any other financial, statistical, or accounting data derived therefrom or presented elsewhere in the Offering Memorandum (all of which are addressed by the comfort letters delivered by Alverton & Co. LLP);

(ii) the reserves and resources estimates and related petroleum engineering data, including proved, probable, and possible reserves estimates, production forecasts, drilling inventory, type curves, PV-10 values, and all other data, assumptions, and conclusions of a petroleum engineering, geological, or geophysical nature (all of which are addressed by the independent reserves report prepared by Duval Howard & Partners);

(iii) ESG and sustainability data, metrics, and disclosures compiled, calculated, or furnished by Barrisford Advisory Group LLC, including greenhouse gas emissions data (Scope 1, Scope 2, and Scope 3), methane flaring intensity, water usage and discharge data, waste management data, biodiversity metrics, health and safety statistics, community development expenditures, and workforce diversity data;

(iv) the credit ratings assigned by Lodestar Ratings International (preliminary rating of B2 with a Stable outlook) and Veridian Credit Assessments Inc. (preliminary rating of B+ with a Stable outlook), including the methodologies, criteria, and assumptions underlying such ratings;

(v) any information relating to the Initial Purchasers that has been furnished by or on behalf of the Initial Purchasers specifically for inclusion in the Offering Memorandum, including information contained in the sections entitled "Plan of Distribution" and "Transfer Restrictions";

(vi) the CUSIP and ISIN identifiers assigned to the Notes, specifically: CUSIP 265387 AA 5 (Rule 144A Global Note), CUSIP C2085R AA 2 (Regulation S Global Note), ISIN US265387AA51 (Rule 144A Global Note), and ISIN USC2085RAA24 (Regulation S Global Note); and

(vii) any information contained in the Offering Memorandum that is identified therein as having been obtained from third-party sources, including publicly available industry data, government publications, and third-party market research reports, to the extent such information is presented without material modification by the Company.

(c) Temporal Limitation. This letter is given as of the date hereof and addresses the Offering Memorandum only as of its date and as supplemented or amended through the date hereof. We have no obligation to update or supplement this letter after the date hereof for any reason whatsoever, including to reflect any changes in applicable law or the occurrence of any events after the date hereof.

(d) Governing Law. This letter is governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.

(e) Nature of Negative Assurance. We note that the negative assurance set forth in Section 4 below is not a guarantee and does not constitute an opinion of law. It is based solely on our participation in the preparation of the Offering Memorandum and the review and discussions described in Section 2 above, and should be read and understood in light of the inherent limitations of a negative assurance letter of this type. Our procedures were not designed to, and do not, constitute an audit, review, or verification of the information contained in the Offering Memorandum, and we do not express any opinion or other form of assurance on the accuracy, completeness, or fairness of such information.

4. Negative Assurance Statement

Based on our participation in the preparation of the Final Offering Memorandum, including the review of the documents and records and participation in the discussions described in Section 2 above, and subject to the limitations and qualifications set forth in Section 3 above, and in reliance upon the assumptions stated herein, nothing has come to our attention that causes us to believe that:

(a) the Final Offering Memorandum dated May 14, 2025, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(b) the Final Offering Memorandum, as amended or supplemented through the date hereof, as of the date hereof, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing negative assurance is provided with reference to Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, and the standards articulated thereunder.

Without limiting the generality of the foregoing, and subject to the exclusions and carve-outs identified in Section 3 above, the negative assurance set forth herein covers the Offering Memorandum as a whole, including without limitation the following sections and disclosures:

(i) the description of the Notes, the Indenture, and the Collateral, including the description of the terms and conditions of the Notes, the covenants, events of default, optional and mandatory redemption provisions, change of control provisions, guarantees, and the security interests in the collateral securing the Notes;

(ii) the description of the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, including the relative lien priorities, standstill periods, enforcement rights, insurance and condemnation proceeds allocation, and release provisions;

(iii) the "Use of Proceeds" section, including the intended application of the net proceeds of the offering as follows: approximately $450,000,000 for the partial repayment of the outstanding 7.50% Senior Unsecured Notes due 2028 (with $400,000,000 aggregate principal amount to remain outstanding following such partial repayment); approximately $250,000,000 for Cayar Offshore Phase II development capital expenditures, including drilling, completion, subsea infrastructure, and floating production, storage, and offloading ("FPSO") vessel modifications; approximately $114,750,000 for general corporate purposes, including working capital and potential bolt-on acquisitions; and approximately $22,500,000 for estimated offering fees and expenses, including underwriting discounts, legal fees, accounting fees, trustee fees, printing costs, and rating agency fees;

(iv) the "Risk Factors" sections, including risk factors relating to sanctions and compliance with OFAC regulations, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), and ESG and climate-related risks, including physical risks, transition risks, regulatory risks, and reputational risks;

(v) the "Environmental and Social Responsibility" section, to the extent it contains narrative descriptions of the Company's ESG policies, practices, governance structures, and commitments, but excluding the quantitative ESG data and metrics carved out pursuant to Section 3(b)(iii) above;

(vi) the description of the business of the Issuers and the Guarantors, including the operations of the Company and its subsidiaries in Nigeria (Oil Mining Leases OML 47 and OML 63 in the onshore and shallow-water Niger Delta), Senegal (Cayar Offshore Block in the Senegal Basin), the Gulf of Mexico (deepwater leases in the Green Canyon and Garden Banks areas), and West Texas (the Dunmore Renewables 220 megawatt solar portfolio);

(vii) the description of existing indebtedness of the Company and its subsidiaries, including: (A) the ABL Revolving Credit Facility with Velthorn National Bank, N.A., as Administrative Agent, with an aggregate commitment of $750,000,000, of which approximately $470,000,000 was drawn as of the most recent reporting date; and (B) the existing 7.50% Senior Unsecured Notes due 2028, of which $850,000,000 aggregate principal amount was outstanding prior to the offering, with $400,000,000 aggregate principal amount expected to remain outstanding following the application of proceeds from the offering;

(viii) the capitalization table and pro forma financial information, including pro forma total indebtedness of approximately $1,720,000,000, pro forma gross leverage of approximately 2.11 times EBITDA, and pro forma net leverage of approximately 1.88 times EBITDA, in each case giving effect to the issuance of the Notes and the application of the net proceeds therefrom;

(ix) the description of the equity ownership of the Company, including: Harborview Capital Partners Fund VI, L.P. — approximately 62.4%; management and directors of the Company — approximately 18.3%; Solstice Infrastructure Fund LP — approximately 11.1%; and Alderman Family Office LLC — approximately 8.2%; and

(x) the description of regulatory matters, including compliance with Nigerian Department of Petroleum Resources ("DPR") and Nigerian National Petroleum Corporation ("NNPC") regulations, including local content requirements, joint operating agreement terms, and production sharing arrangements, as well as compliance with Senegalese Ministère de l'Énergie permit requirements, exploration and production sharing contract terms, and environmental permitting obligations.

5. Reliance and Benefit

This letter is furnished solely for the benefit of the Initial Purchasers — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in connection with the offering and sale of the Notes pursuant to the Purchase Agreement, and solely in their capacities as Initial Purchasers thereunder. This letter is delivered to the Initial Purchasers in satisfaction of the condition set forth in Section 7(g) of the Purchase Agreement and is intended to be relied upon by the Initial Purchasers solely in connection with the transactions contemplated by the Purchase Agreement.

This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this letter may not be relied upon by any subsequent purchaser or holder of the Notes, any affiliate of the Initial Purchasers (other than in their capacity as Initial Purchasers), or any other third party.

This letter may not be quoted in whole or in part, summarized, referred to, or otherwise disclosed in any document, report, or filing, or furnished to any governmental agency, regulatory authority, or other person, without the prior written consent of Calderwood & Harkness LLP, except that a copy of this letter may be furnished to Whitfield Baxter & Cohn LLP, in its capacity as counsel to the Initial Purchasers, in connection with the transactions contemplated by the Purchase Agreement.

6. No Continuing Obligation

Calderwood & Harkness LLP assumes no obligation to update, supplement, revise, or reaffirm this letter to reflect any facts, circumstances, events, or developments that may hereafter come to our attention, or any changes in applicable law, regulation, or interpretation thereof that may occur after the date hereof, regardless of whether any such facts, circumstances, events, developments, or changes may affect the negative assurance set forth herein. The delivery of this letter shall not be deemed to create any continuing obligation on the part of Calderwood & Harkness LLP to any person or entity.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

cc:

Alistair Forde, Esq. General Counsel Dunmore Energy Holdings Ltd. 14 George Town Centre, 4th Floor Grand Cayman KY1-9006, Cayman Islands

Harrison Cates, Esq. Whitfield Baxter & Cohn LLP 1585 Broadway, 34th Floor New York, New York 10036 (Counsel to the Initial Purchasers)

Northgate Trust Company, N.A.

Attn: William Kerrigan, Vice President — Corporate Trust Services

100 Wall Street, Suite 1600 New York, New York 10005 (Trustee and Collateral Agent)

CONFIDENTIAL — ATTORNEY WORK PRODUCT — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE
CALDERWOOD & HARKNESS LLP Counselors at Law
425 Lexington Avenue New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 15, 2025
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179
Attention: Global Debt Capital Markets
As Lead Initial Purchaser and Lead Left Bookrunner
Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111
Attention: High Yield Origination
As Joint Bookrunner and Initial Purchaser
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282
Attention: Leveraged Finance Group
As Co-Manager and Initial Purchaser
Ladies and Gentlemen:
Re: $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 (the "Notes") of Dunmore Energy Holdings Ltd. (the "Company" or "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer," and together with the Company, the "Issuers")
We refer to the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors party thereto (as defined below), and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers (collectively, the "Initial Purchasers"). This letter is being delivered to you pursuant to Section 7(g) of the Purchase Agreement as a condition to the obligations of the Initial Purchasers at the closing of the purchase of the Notes on the date hereof.
1. Introduction and Scope
We have acted as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company"), and Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Company, the "Issuers"), in connection with the offering and sale of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being offered and sold (i) to persons reasonably believed to be qualified institutional buyers ("QIBs") in reliance on Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act.
The Notes are guaranteed on a senior secured basis by each of the following subsidiaries of the Company (collectively, the "Guarantors"):
(i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria;
(ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;
(iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware;
(iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;
(v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and
(vi) Dunmore Trading Ltd., a company incorporated under the laws of England and Wales.
The Notes and the related guarantees are being issued pursuant to an Indenture dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, in its capacities as Trustee (the "Trustee") and Collateral Agent (the "Collateral Agent").
In connection with the offering and sale of the Notes, the Issuers have prepared and delivered to the Initial Purchasers: (a) a Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary Offering Memorandum"), and (b) a Final Offering Memorandum dated May 14, 2025 (the "Final Offering Memorandum," and together with the Preliminary Offering Memorandum, the "Offering Memorandum"). Unless otherwise indicated, references to the "Offering Memorandum" herein refer to the Final Offering Memorandum, as amended or supplemented through the date hereof.
Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to them in the Purchase Agreement.
2. Documents Reviewed and Procedures Undertaken
In connection with rendering the negative assurance set forth in Section 4 below, we have reviewed the following documents and have undertaken the following procedures:
(a) We have reviewed the Final Offering Memorandum dated May 14, 2025, including all exhibits, annexes, and supplements thereto, and the Preliminary Offering Memorandum dated April 28, 2025, including all exhibits, annexes, and supplements thereto, and have compared the information set forth in the Final Offering Memorandum with the information set forth in the Preliminary Offering Memorandum to identify any material differences or revisions.
(b) We have reviewed the execution version of the Indenture dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, including the form of Global Note attached thereto and the supplemental provisions relating to the guarantees.
(c) We have reviewed the Purchase Agreement dated May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, including all schedules and exhibits thereto.
(d) We have reviewed the Registration Rights Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, pursuant to which the Issuers have agreed to use commercially reasonable efforts to file and cause to become effective a registration statement with respect to an exchange offer for the Notes or, in certain circumstances, a shelf registration statement.
(e) We have reviewed the Collateral Agreement (U.S.) — Pledge and Security Agreement dated as of May 15, 2025, among the Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the State of New York, including the schedules of pledged equity interests, intellectual property, deposit accounts, and other collateral identified therein.
(f) We have reviewed the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A., in its capacity as Notes Collateral Agent, Velthorn National Bank, N.A., in its capacity as agent for the lenders under the ABL Revolving Credit Facility (the "ABL Agent"), the Issuers, and the Guarantors, which sets forth the relative priorities of the security interests of the Notes Collateral Agent and the ABL Agent in the shared collateral and the respective rights and remedies of such parties with respect thereto.
(g) We have reviewed the other Security Documents relating to the collateral located in or governed by the laws of jurisdictions outside of the United States, including the Nigerian security documents, the English law security documents, and the Senegalese security documents. With respect to these foreign-law Security Documents, we note that we have not independently reviewed or passed upon the laws of the Federal Republic of Nigeria, England and Wales, or the Republic of Senegal, and we have relied upon the opinions and advice of the following local counsel:
(i) Abayomi Chambers (Lagos, Nigeria) — with respect to Nigerian law matters, including the validity and enforceability of the Nigerian security documents, the legal mortgage over OML 47 and OML 63 interests, and compliance with the Nigerian Oil and Gas Industry Content Development Act;
(ii) Cresswell & Greaves LLP (London, England) — with respect to English law matters, including the validity and enforceability of the English law debenture and the share charges over the equity interests in Dunmore Trading Ltd.; and
(iii) Theron Moss & Associates SARL (Dakar, Senegal) — with respect to Senegalese law matters, including the validity and enforceability of the Senegalese security documents and compliance with the Senegalese Petroleum Code and related regulations.
(h) We have reviewed the Paying Agency Agreement dated as of May 15, 2025, between the Issuers and Beacon Fiduciary Services LLC, as Paying Agent, Transfer Agent, and Registrar.
(i) We have reviewed the Officers' Certificate dated May 15, 2025, executed by Marcus Ellingham, Chief Executive Officer of the Company, and Deepa Rajaram, Chief Financial Officer of the Company, delivered pursuant to Section 7(e) of the Purchase Agreement, certifying, among other things, the accuracy of the representations and warranties of the Issuers contained in the Purchase Agreement and the satisfaction of the conditions set forth therein.
(j) We have reviewed the resolutions adopted by the board of directors (or equivalent governing body) of each of the Issuers and each Guarantor subsidiary authorizing the execution, delivery, and performance of the Transaction Documents to which each such entity is a party, including the resolutions of:
(i) the board of directors of Dunmore Energy Holdings Ltd., adopted on April 22, 2025;
(ii) the board of directors of Dunmore upstream Finance Corp., adopted on April 22, 2025;
(iii) the board of directors of Dunmore Nigeria E&P Ltd., adopted on April 23, 2025;
(iv) the sole member of Dunmore Gulf Operations LLC, acting by written consent dated April 22, 2025;
(v) the sole member of Dunmore Renewables LLC, acting by written consent dated April 22, 2025;
(vi) the board of directors of Dunmore Senegal S.A., adopted on April 24, 2025;
(vii) the board of directors of Dunmore Midstream Holdings Inc., adopted on April 22, 2025; and
(viii) the board of directors of Dunmore Trading Ltd., adopted on April 23, 2025.
(k) We have reviewed the audited consolidated financial statements of Dunmore Energy Holdings Ltd. for the fiscal year ended December 31, 2024, including the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for the year then ended, together with the notes thereto, which financial statements have been audited by Alverton & Co. LLP, independent registered public accounting firm (Graham Stillwell, lead engagement partner), and are included in the Offering Memorandum.
(l) We have reviewed the independent reserves report prepared by Duval Howard & Partners, independent petroleum engineering consultants (Dr. Evelyn Marchetti, lead consultant), dated March 15, 2025, with an effective date of December 31, 2024, covering the proved, probable, and possible reserves attributable to OML 47 (Nigeria), OML 63 (Nigeria), Cayar Offshore Block (Senegal), and the Company's Gulf of Mexico leases in the Green Canyon and Garden Banks areas, as described in and incorporated into the Offering Memorandum.
(m) We have reviewed the initial comfort letter delivered by Alverton & Co. LLP to the Initial Purchasers dated May 12, 2025 and the bring-down comfort letter delivered by Alverton & Co. LLP to the Initial Purchasers dated May 15, 2025, each in the form required by Section 7(f) of the Purchase Agreement, relating to certain financial and accounting information included in the Offering Memorandum.
(n) We have reviewed the ESG data package prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, lead consultant), dated April 10, 2025, which has been incorporated into the "Environmental and Social Responsibility" section of the Offering Memorandum, including data relating to greenhouse gas emissions, flaring, water management, community development, health and safety, and workforce diversity.
(o) We have reviewed the sanctions screening results and compliance report prepared by Sandoval Compliance Solutions LLC (Rosa Medina, lead consultant), completed April 25, 2025, which screened the directors, officers, significant shareholders, material counterparties, and business operations of the Issuers and the Guarantors against applicable sanctions lists and programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the European Union, the United Nations Security Council, and His Majesty's Treasury.
(p) We have participated in due diligence sessions with the management of the Company on multiple occasions during the period from March 2025 through May 2025, including discussions with Marcus Ellingham (Chief Executive Officer), Deepa Rajaram (Chief Financial Officer), and Alistair Forde (General Counsel), covering, among other matters, the Company's business, financial condition, results of operations, properties, assets, liabilities, reserves, litigation, regulatory matters, environmental compliance, insurance, material contracts, sanctions compliance, anti-corruption policies, and related topics.
(q) We have reviewed the responses of the Company and the Guarantors to the master due diligence request list circulated by us and by Whitfield Baxter & Cohn LLP, counsel to the Initial Purchasers, including documentary materials produced in the virtual data room maintained in connection with the offering.
(r) We have reviewed the Bring-Down Due Diligence Certificate dated May 15, 2025, executed by Alistair Forde, General Counsel of the Company, confirming that, since April 28, 2025 (the date of the Preliminary Offering Memorandum), there has been no material adverse change in the condition (financial or otherwise), earnings, business, operations, properties, or prospects of the Company and its subsidiaries, taken as a whole, except as disclosed in the Offering Memorandum.
(s) We have reviewed the opinion letter of Kincaid & Moreau LLP (Nigel Ashworth, partner), dated May 15, 2025, addressed to the Initial Purchasers, relating to certain matters of Cayman Islands law, including the due incorporation, valid existence, and good standing of the Company, the corporate power and authority of the Company to enter into and perform the Transaction Documents, and the enforceability of the Indenture and the Notes against the Company under Cayman Islands law.
(t) We have reviewed certain corporate records, certificates of good standing, certificates of incumbency, and organizational documents (including memoranda and articles of association, certificates of incorporation, certificates of formation, operating agreements, and bylaws, as applicable) of each of the Issuers and the Guarantors.
(u) We have reviewed such other documents, records, certificates, instruments, and matters as we have deemed relevant and necessary in order to render the negative assurance set forth herein.
In conducting our review and rendering the negative assurance contained herein, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, and the accuracy and completeness of all documents and records that we have reviewed. We have also assumed that each natural person who executed any document reviewed by us had, at the time of such execution, the legal capacity to do so.
We wish to emphasize that we have not independently verified the accuracy, completeness, or fairness of the financial statements, statistical data, reserves data, ESG data, or other factual information of a quantitative, technical, scientific, or accounting nature contained in the Offering Memorandum. Without limiting the generality of the foregoing, we have not independently verified the accuracy of, among other data points, the following information included in the Offering Memorandum: fiscal year 2024 total revenue of $2,140,000,000; EBITDA of $816,000,000; total proved reserves of 345.8 million barrels of oil equivalent ("MMboe") with a PV-10 value of $6,700,000,000; Scope 1 greenhouse gas emissions of 1.42 million metric tons of carbon dioxide equivalent ("CO₂e"); Scope 2 greenhouse gas emissions of 0.18 million metric tons CO₂e; methane flaring intensity of 3.8 cubic meters per barrel of oil equivalent ("m³/boe"); and community development expenditures of $14.2 million. Our negative assurance should not be construed as extending to such data or to the methodologies, assumptions, or models underlying such data.
3. Limitations and Qualifications
The negative assurance set forth in Section 4 below is subject to the following limitations and qualifications:
(a) Professional Limitations. Calderwood & Harkness LLP is a law firm engaged in the practice of law. We are not registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or under the securities laws of any state or other jurisdiction. We are not a public accounting firm registered with the Public Company Accounting Oversight Board or any other regulatory body. We are not petroleum engineers, geologists, geophysicists, reservoir engineers, or other technical professionals licensed or qualified in the evaluation of oil and gas reserves or resources. We are not environmental, social, or governance ("ESG") consultants, sustainability advisors, or climate scientists. Accordingly, we do not assume any responsibility for, and our negative assurance does not extend to, the accuracy, completeness, or fairness of any financial statements, reserves estimates, ESG data, or other information of a technical, accounting, statistical, scientific, or engineering nature contained in the Offering Memorandum.
(b) Carved-Out Information. Our negative assurance does not address and no negative assurance is provided with respect to the following categories of information contained in or incorporated into the Offering Memorandum:
(i) the audited and unaudited consolidated financial statements of the Company and its subsidiaries, including the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows, together with all notes, schedules, and supplementary data thereto, and any other financial, statistical, or accounting data derived therefrom or presented elsewhere in the Offering Memorandum (all of which are addressed by the comfort letters delivered by Alverton & Co. LLP);
(ii) the reserves and resources estimates and related petroleum engineering data, including proved, probable, and possible reserves estimates, production forecasts, drilling inventory, type curves, PV-10 values, and all other data, assumptions, and conclusions of a petroleum engineering, geological, or geophysical nature (all of which are addressed by the independent reserves report prepared by Duval Howard & Partners);
(iii) ESG and sustainability data, metrics, and disclosures compiled, calculated, or furnished by Barrisford Advisory Group LLC, including greenhouse gas emissions data (Scope 1, Scope 2, and Scope 3), methane flaring intensity, water usage and discharge data, waste management data, biodiversity metrics, health and safety statistics, community development expenditures, and workforce diversity data;
(iv) the credit ratings assigned by Lodestar Ratings International (preliminary rating of B2 with a Stable outlook) and Veridian Credit Assessments Inc. (preliminary rating of B+ with a Stable outlook), including the methodologies, criteria, and assumptions underlying such ratings;
(v) any information relating to the Initial Purchasers that has been furnished by or on behalf of the Initial Purchasers specifically for inclusion in the Offering Memorandum, including information contained in the sections entitled "Plan of Distribution" and "Transfer Restrictions";
(vi) the CUSIP and ISIN identifiers assigned to the Notes, specifically: CUSIP 265387 AA 5 (Rule 144A Global Note), CUSIP C2085R AA 2 (Regulation S Global Note), ISIN US265387AA51 (Rule 144A Global Note), and ISIN USC2085RAA24 (Regulation S Global Note); and
(vii) any information contained in the Offering Memorandum that is identified therein as having been obtained from third-party sources, including publicly available industry data, government publications, and third-party market research reports, to the extent such information is presented without material modification by the Company.
(c) Temporal Limitation. This letter is given as of the date hereof and addresses the Offering Memorandum only as of its date and as supplemented or amended through the date hereof. We have no obligation to update or supplement this letter after the date hereof for any reason whatsoever, including to reflect any changes in applicable law or the occurrence of any events after the date hereof.
(d) Governing Law. This letter is governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.
(e) Nature of Negative Assurance. We note that the negative assurance set forth in Section 4 below is not a guarantee and does not constitute an opinion of law. It is based solely on our participation in the preparation of the Offering Memorandum and the review and discussions described in Section 2 above, and should be read and understood in light of the inherent limitations of a negative assurance letter of this type. Our procedures were not designed to, and do not, constitute an audit, review, or verification of the information contained in the Offering Memorandum, and we do not express any opinion or other form of assurance on the accuracy, completeness, or fairness of such information.
4. Negative Assurance Statement
Based on our participation in the preparation of the Final Offering Memorandum, including the review of the documents and records and participation in the discussions described in Section 2 above, and subject to the limitations and qualifications set forth in Section 3 above, and in reliance upon the assumptions stated herein, nothing has come to our attention that causes us to believe that:
(a) the Final Offering Memorandum dated May 14, 2025, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(b) the Final Offering Memorandum, as amended or supplemented through the date hereof, as of the date hereof, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The foregoing negative assurance is provided with reference to Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, and the standards articulated thereunder.
Without limiting the generality of the foregoing, and subject to the exclusions and carve-outs identified in Section 3 above, the negative assurance set forth herein covers the Offering Memorandum as a whole, including without limitation the following sections and disclosures:
(i) the description of the Notes, the Indenture, and the Collateral, including the description of the terms and conditions of the Notes, the covenants, events of default, optional and mandatory redemption provisions, change of control provisions, guarantees, and the security interests in the collateral securing the Notes;
(ii) the description of the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, including the relative lien priorities, standstill periods, enforcement rights, insurance and condemnation proceeds allocation, and release provisions;
(iii) the "Use of Proceeds" section, including the intended application of the net proceeds of the offering as follows: approximately $450,000,000 for the partial repayment of the outstanding 7.50% Senior Unsecured Notes due 2028 (with $400,000,000 aggregate principal amount to remain outstanding following such partial repayment); approximately $250,000,000 for Cayar Offshore Phase II development capital expenditures, including drilling, completion, subsea infrastructure, and floating production, storage, and offloading ("FPSO") vessel modifications; approximately $114,750,000 for general corporate purposes, including working capital and potential bolt-on acquisitions; and approximately $22,500,000 for estimated offering fees and expenses, including underwriting discounts, legal fees, accounting fees, trustee fees, printing costs, and rating agency fees;
(iv) the "Risk Factors" sections, including risk factors relating to sanctions and compliance with OFAC regulations, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), and ESG and climate-related risks, including physical risks, transition risks, regulatory risks, and reputational risks;
(v) the "Environmental and Social Responsibility" section, to the extent it contains narrative descriptions of the Company's ESG policies, practices, governance structures, and commitments, but excluding the quantitative ESG data and metrics carved out pursuant to Section 3(b)(iii) above;
(vi) the description of the business of the Issuers and the Guarantors, including the operations of the Company and its subsidiaries in Nigeria (Oil Mining Leases OML 47 and OML 63 in the onshore and shallow-water Niger Delta), Senegal (Cayar Offshore Block in the Senegal Basin), the Gulf of Mexico (deepwater leases in the Green Canyon and Garden Banks areas), and West Texas (the Dunmore Renewables 220 megawatt solar portfolio);
(vii) the description of existing indebtedness of the Company and its subsidiaries, including: (A) the ABL Revolving Credit Facility with Velthorn National Bank, N.A., as Administrative Agent, with an aggregate commitment of $750,000,000, of which approximately $470,000,000 was drawn as of the most recent reporting date; and (B) the existing 7.50% Senior Unsecured Notes due 2028, of which $850,000,000 aggregate principal amount was outstanding prior to the offering, with $400,000,000 aggregate principal amount expected to remain outstanding following the application of proceeds from the offering;
(viii) the capitalization table and pro forma financial information, including pro forma total indebtedness of approximately $1,720,000,000, pro forma gross leverage of approximately 2.11 times EBITDA, and pro forma net leverage of approximately 1.88 times EBITDA, in each case giving effect to the issuance of the Notes and the application of the net proceeds therefrom;
(ix) the description of the equity ownership of the Company, including: Harborview Capital Partners Fund VI, L.P. — approximately 62.4%; management and directors of the Company — approximately 18.3%; Solstice Infrastructure Fund LP — approximately 11.1%; and Alderman Family Office LLC — approximately 8.2%; and
(x) the description of regulatory matters, including compliance with Nigerian Department of Petroleum Resources ("DPR") and Nigerian National Petroleum Corporation ("NNPC") regulations, including local content requirements, joint operating agreement terms, and production sharing arrangements, as well as compliance with Senegalese Ministère de l'Énergie permit requirements, exploration and production sharing contract terms, and environmental permitting obligations.
5. Reliance and Benefit
This letter is furnished solely for the benefit of the Initial Purchasers — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — in connection with the offering and sale of the Notes pursuant to the Purchase Agreement, and solely in their capacities as Initial Purchasers thereunder. This letter is delivered to the Initial Purchasers in satisfaction of the condition set forth in Section 7(g) of the Purchase Agreement and is intended to be relied upon by the Initial Purchasers solely in connection with the transactions contemplated by the Purchase Agreement.
This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this letter may not be relied upon by any subsequent purchaser or holder of the Notes, any affiliate of the Initial Purchasers (other than in their capacity as Initial Purchasers), or any other third party.
This letter may not be quoted in whole or in part, summarized, referred to, or otherwise disclosed in any document, report, or filing, or furnished to any governmental agency, regulatory authority, or other person, without the prior written consent of Calderwood & Harkness LLP, except that a copy of this letter may be furnished to Whitfield Baxter & Cohn LLP, in its capacity as counsel to the Initial Purchasers, in connection with the transactions contemplated by the Purchase Agreement.
6. No Continuing Obligation
Calderwood & Harkness LLP assumes no obligation to update, supplement, revise, or reaffirm this letter to reflect any facts, circumstances, events, or developments that may hereafter come to our attention, or any changes in applicable law, regulation, or interpretation thereof that may occur after the date hereof, regardless of whether any such facts, circumstances, events, developments, or changes may affect the negative assurance set forth herein. The delivery of this letter shall not be deemed to create any continuing obligation on the part of Calderwood & Harkness LLP to any person or entity.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
cc:
Alistair Forde, Esq. General Counsel Dunmore Energy Holdings Ltd. 14 George Town Centre, 4th Floor Grand Cayman KY1-9006, Cayman Islands
Harrison Cates, Esq. Whitfield Baxter & Cohn LLP 1585 Broadway, 34th Floor New York, New York 10036 (Counsel to the Initial Purchasers)
Northgate Trust Company, N.A.
Attn: William Kerrigan, Vice President — Corporate Trust Services
100 Wall Street, Suite 1600 New York, New York 10005 (Trustee and Collateral Agent)

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