SIDE LETTER AGREEMENT
SANCTIONS REPRESENTATIONS AND WARRANTIES
Supplementing the Purchase Agreement dated May 12, 2025
May 12, 2025
This Side Letter Agreement (this "Side Letter"), dated as of May 12, 2025, is entered into by and among:
THE ISSUERS:
Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer" or "DEH"), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104 and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002; and
Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer" or "DUFC"), with its principal office at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056 (EIN: 93-4728106).
DEH and DUFC are referred to herein collectively as the "Issuers."
THE GUARANTORS:
Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria;
Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;
Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware;
Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;
Dunmore Midstream Holdings Inc., a corporation incorporated under the laws of the State of Delaware; and
Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.
The foregoing entities are referred to herein collectively as the "Guarantors" and each individually as a "Guarantor."
THE INITIAL PURCHASERS:
Ridgeline Capital Markets LLC, with its principal office at 383 Madison Avenue, 22nd Floor, New York, NY 10179 (the "Lead Initial Purchaser");
Clarion Securities Inc., with its principal office at One Financial Center, Boston, MA 02111; and
Pinnacle Partners LLC, with its principal office at 200 West Street, Suite 4400, New York, NY 10282.
The foregoing entities are referred to herein collectively as the "Initial Purchasers" and each individually as an "Initial Purchaser."
The Issuers, the Guarantors, and the Initial Purchasers are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Issuers, the Guarantors, and the Initial Purchasers have entered into that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), relating to the issuance and sale by the Issuers of $850,000,000 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"), and Regulation S thereunder;
WHEREAS, the Notes are to be issued pursuant to the Indenture to be dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee");
WHEREAS, the Issuers and the Guarantors operate upstream and midstream oil and gas assets in jurisdictions including the Federal Republic of Nigeria (Oil Mining Leases 47 and 63, Niger Delta) and the Republic of Senegal (Cayar Offshore Block), which operations require heightened sanctions compliance analysis given the geopolitical risk profile and regulatory considerations attendant to operations in such jurisdictions;
WHEREAS, Sandoval Compliance Solutions LLC ("Sandoval") was engaged by the Issuers to conduct comprehensive screening of all Dunmore group entities, their respective officers and directors, material counterparties (including the Nigerian National Petroleum Company, which holds back-in rights in OML 47 and OML 63), and joint-venture partners against the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the European Union Consolidated Sanctions List (the "EU Consolidated Sanctions List"), and the United Kingdom Office of Financial Sanctions Implementation Consolidated List (the "UK OFSI List"), which screening was completed on April 25, 2025 with no hits identified against any screened person or entity;
WHEREAS, the Initial Purchasers have requested, and the Issuers and the Guarantors have agreed to provide, supplemental representations and warranties, and certain ongoing covenants, addressing sanctions compliance matters, in order to provide the Initial Purchasers with additional comfort regarding the sanctions profile of the Dunmore group and the use of proceeds from the offering of the Notes; and
WHEREAS, the Parties wish to supplement the representations and warranties contained in the Purchase Agreement with the additional sanctions-related representations, warranties, and covenants set forth herein for the benefit of the Initial Purchasers.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the agreements contained in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: DEFINITIONS
1.1 General. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable. In the event that a capitalized term is defined in both the Purchase Agreement and the Indenture, the definition in the Purchase Agreement shall control for purposes of this Side Letter unless the context otherwise requires.
1.2 Defined Terms. As used in this Side Letter, the following terms shall have the meanings set forth below:
(a) "Anti-Money Laundering Laws" means the Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the Bank Secrecy Act), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), and all applicable regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury, and any other applicable U.S. federal or state anti-money laundering laws, rules, or regulations, as well as any equivalent laws, rules, or regulations of any other jurisdiction applicable to the Issuers or any Guarantor.
(b) "blocked Person" means any person (i) listed on the SDN List, (ii) owned fifty percent (50%) or more, directly or indirectly, individually or in the aggregate, by one or more persons listed on the SDN List, or (iii) otherwise blocked or subject to prohibitions under any OFAC regulations, including but not limited to 31 C.F.R. Parts 500–599.
(c) "OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.
(d) "Sanctions" means, collectively, (i) economic or financial sanctions or trade embargoes imposed, administered, or enforced by the United States government (including, without limitation, those administered by OFAC, the U.S. Department of State, and the U.S. Department of Commerce through the Bureau of Industry and Security), (ii) economic or financial sanctions imposed, administered, or enforced by the European Union or any member state thereof, (iii) economic or financial sanctions imposed, administered, or enforced by His Majesty's Treasury of the United Kingdom, (iv) economic or financial sanctions imposed, administered, or enforced by the United Nations Security Council, or (v) economic or financial sanctions imposed, administered, or enforced by any other relevant governmental authority with jurisdiction over any Party hereto or any of its subsidiaries or affiliates.
(e) "Sanctioned Country" means, at any time, any country or territory that is the subject or target of comprehensive, country-wide or territory-wide Sanctions (as of the date hereof, Cuba, the Islamic Republic of Iran, the Democratic People's Republic of North Korea, the Syrian Arab Republic, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine).
(f) "Sanctioned Person" means any person that is (i) listed on the SDN List, the SSI List, the EU Consolidated Sanctions List, the UK OFSI Consolidated List, or any similar list of designated or blocked persons maintained by a relevant Sanctions authority, (ii) located, organized, or resident in a Sanctioned Country, or (iii) fifty percent (50%) or more owned or controlled, directly or indirectly, individually or in the aggregate, by any person or persons described in clauses (i) or (ii) of this definition.
(g) "Sanctions Screening Report" means the comprehensive sanctions screening report prepared and delivered by Sandoval Compliance Solutions LLC dated April 25, 2025, a summary of the scope of which is set forth in Exhibit A hereto.
SECTION 2: REPRESENTATIONS AND WARRANTIES OF THE ISSUERS AND THE GUARANTORS
Each of the Issuers and each of the Guarantors, jointly and severally, represents and warrants to the Initial Purchasers as of the date hereof and as of the Closing Date (as defined in the Purchase Agreement), as follows:
2.1 OFAC Compliance — General Representation.
None of the Issuers, any Guarantor, any of their respective subsidiaries, or, to the knowledge of the Issuers and the Guarantors (after reasonable inquiry), any director, officer, employee, agent, or affiliate acting on behalf of any of the foregoing, is currently a Sanctioned Person or a blocked Person. No Issuer, Guarantor, or any subsidiary thereof has been designated as a Sanctioned Person or blocked Person at any time during the five-year period preceding the date of this Side Letter. The Issuers and the Guarantors have taken reasonable steps to confirm the foregoing, including through the engagement of Sandoval to conduct the screening reflected in the Sanctions Screening Report.
2.2 No Sanctioned Country Operations.
None of the Issuers, any Guarantor, or any of their respective subsidiaries is located, organized, or resident in a Sanctioned Country. No Issuer, Guarantor, or subsidiary thereof conducts business in, or with the government of, any Sanctioned Country or with any instrumentality or agency thereof. No Issuer, Guarantor, or subsidiary thereof has, during the three-year period preceding the date hereof, derived any revenue from, or made any payments to, any person or entity located in or organized under the laws of a Sanctioned Country.
2.3 Use of Proceeds — Sanctions.
(a) No part of the proceeds from the sale of the Notes (aggregate principal amount $850,000,000; gross proceeds $837,250,000 at the issue price of 98.50%) will be used, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Sanctions, (ii) for the purpose of financing the activities or business of or with any Sanctioned Person, or (iii) in any manner that would result in a violation of Sanctions by any Party hereto, by the Trustee, or by any other person participating in the transactions contemplated by the Purchase Agreement.
(b) Without limiting the generality of the foregoing, the Issuers confirm that the designated uses of proceeds from the offering of the Notes are as follows, and that none of such uses will involve a Sanctioned Person or Sanctioned Country:
(i) approximately $450,000,000 for partial repayment of existing 7.50% Senior Unsecured Notes due 2028;
(ii) approximately $250,000,000 for Cayar Offshore Phase II development capital expenditures;
(iii) approximately $114,750,000 for general corporate purposes and working capital; and
(iv) approximately $22,500,000 for estimated fees and expenses associated with the offering of the Notes.
(c) The Issuers shall not, and shall cause their subsidiaries not to, redirect any portion of the proceeds of the Notes to any use that would involve a Sanctioned Person or Sanctioned Country without the prior written consent of the Lead Initial Purchaser.
2.4 Nigerian Operations Representation.
With respect to Dunmore Nigeria E&P Ltd.'s operations in OML 47 and OML 63 (Niger Delta, Federal Republic of Nigeria):
(a) No counterparty to any joint operating agreement, production sharing contract, offtake agreement, crude oil sales agreement, gas processing agreement, pipeline transportation agreement, or other material contract related to OML 47 or OML 63 is a Sanctioned Person.
(b) The Nigerian National Petroleum Company (formerly the Nigerian National Petroleum Corporation), which holds back-in rights in OML 47 and OML 63 pursuant to the Nigerian Petroleum Act and applicable regulatory instruments, has been screened against the SDN List, SSI List, EU Consolidated Sanctions List, and UK OFSI Consolidated List as part of the Sanctions Screening Report, and no match was identified with respect to the Nigerian National Petroleum Company or any of its known subsidiaries or divisions.
(c) Dunmore Nigeria E&P Ltd. has implemented and maintains policies and procedures reasonably designed to ensure compliance with applicable Sanctions in connection with its Nigerian operations, including but not limited to (i) know-your-counterparty procedures for all material contractual relationships, (ii) periodic re-screening of counterparties, and (iii) internal training programs for personnel engaged in operations in Nigeria.
(d) No officer, director, or key employee of Dunmore Nigeria E&P Ltd. is a Sanctioned Person, and no government official or politically exposed person (as such term is commonly understood under applicable anti-money laundering and anti-corruption laws) holds an equity interest in Dunmore Nigeria E&P Ltd. or serves as an officer, director, or key employee thereof.
2.5 Senegalese Operations Representation.
With respect to Dunmore Senegal S.A.'s operations in the Cayar Offshore Block (Republic of Senegal):
(a) No counterparty to any production sharing contract, joint venture arrangement, exploration and production sharing agreement, or other material agreement related to the Cayar Offshore Block is a Sanctioned Person.
(b) Dunmore Senegal S.A. has been screened as part of the Sanctions Screening Report, and no match was identified. Dunmore Senegal S.A. has implemented compliance procedures consistent with OFAC requirements and applicable EU and UK sanctions regimes.
(c) The government of the Republic of Senegal, its ministry of petroleum and energy, and any state-owned enterprise counterparty to the Cayar Offshore Block production sharing arrangements have been screened and are not Sanctioned Persons.
2.6 Gulf of Mexico and Domestic Operations.
With respect to Dunmore Gulf Operations LLC (operator of deepwater leases in the Green Canyon and Garden Banks areas, Gulf of Mexico) and Dunmore Renewables LLC (operator of a 220 MW solar portfolio located in West Texas):
(a) No material counterparty to any lease, joint operating agreement, offtake arrangement, power purchase agreement, or other material contract related to the operations of Dunmore Gulf Operations LLC or Dunmore Renewables LLC is a Sanctioned Person.
(b) Given the domestic (United States) locus of these operations, the risk of Sanctions exposure is assessed as low; however, Dunmore Gulf Operations LLC and Dunmore Renewables LLC maintain compliance policies consistent with the Dunmore group's enterprise-wide Sanctions compliance program.
2.7 Trading Operations Representation.
Dunmore Trading Ltd. (England and Wales), the offtake and trading arm of the Dunmore group, represents and warrants that:
(a) Dunmore Trading Ltd. does not engage in, and has not during the three-year period preceding the date hereof engaged in, any trading activity with Sanctioned Persons or in Sanctioned Countries.
(b) Dunmore Trading Ltd. maintains compliance procedures consistent with the sanctions regimes administered by OFAC, the European Union, and His Majesty's Treasury of the United Kingdom, including but not limited to transaction screening, counterparty due diligence, and end-user verification procedures applicable to crude oil, condensate, and refined product trades.
(c) Dunmore Trading Ltd.'s compliance procedures are overseen by a designated compliance officer with reporting responsibilities to the board of directors of Dunmore Trading Ltd. and to the General Counsel of DEH.
2.8 Screening Completion.
The Issuers and the Guarantors confirm that the Sanctions Screening Report prepared by Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant; principal office at 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036) was completed on April 25, 2025, and that such report identified no hits against any of the screened sanctions lists (including the SDN List, the SSI List, the EU Consolidated Sanctions List, and the UK OFSI List) with respect to any Dunmore group entity, officer, director, material counterparty, or joint-venture partner. A summary of the scope of the Sanctions Screening Report is set forth in Exhibit A attached hereto. The full Sanctions Screening Report has been delivered separately to the Initial Purchasers and to their counsel, Whitfield Baxter & Cohn LLP, on a confidential basis.
2.9 Anti-Money Laundering.
The operations of the Issuers, each Guarantor, and their respective subsidiaries are and have been conducted at all times in material compliance with applicable Anti-Money Laundering Laws, and no action, suit, or proceeding by or before any court or governmental agency, authority, or body or any arbitrator involving any Issuer, any Guarantor, or any of their respective subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the knowledge of the Issuers and the Guarantors, threatened. Each Issuer and each Guarantor has implemented and maintains policies and procedures reasonably designed to achieve compliance with applicable Anti-Money Laundering Laws.
2.10 Anti-Corruption.
None of the Issuers, any Guarantor, any of their respective subsidiaries, or, to the knowledge of the Issuers and the Guarantors (after reasonable inquiry), any director, officer, employee, agent, or affiliate acting on behalf of any of the foregoing, has taken any action, directly or indirectly, that would violate the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the United Kingdom Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law in any jurisdiction in which the Issuers or the Guarantors conduct business. Without limiting the foregoing, neither the Issuers nor any Guarantor has made, offered, promised, or authorized any payment or transfer of anything of value, directly or indirectly, to any government official, political party, party official, or candidate for political office for the purpose of (a) influencing any act or decision of such person in his or her official capacity, (b) inducing such person to do or omit to do any act in violation of the lawful duties of such person, or (c) obtaining or retaining business or securing any improper advantage.
2.11 Ownership and Control.
(a) DEH is majority-owned by Harborview Capital Partners Fund VI, L.P. ("Harborview Fund VI"), a limited partnership organized under the laws of the State of Delaware, which holds approximately 62.4% of the outstanding equity interests in DEH.
(b) Management and directors of DEH and its subsidiaries collectively hold approximately 18.3% of the outstanding equity interests in DEH.
(c) The remaining approximately 19.3% of the outstanding equity interests in DEH is held by the following co-investors: (i) Solstice Infrastructure Fund LP, a limited partnership organized under the laws of the State of Delaware, which holds approximately 11.1%; and (ii) Alderman Family Office LLC, a limited liability company organized under the laws of the State of Delaware, which holds approximately 8.2%.
(d) None of Harborview Fund VI, Solstice Infrastructure Fund LP, Alderman Family Office LLC, or any of the management holders described in clause (b) above is a Sanctioned Person. Each such equity holder has been screened as part of the Sanctions Screening Report.
SECTION 3: COVENANTS
3.1 Ongoing Compliance Covenant.
Each Issuer and each Guarantor covenants and agrees that, from and after the date hereof and for so long as any Notes remain outstanding, it will not, and will cause its subsidiaries not to, directly or indirectly, use the proceeds of the Notes, or lend, contribute, or otherwise make available such proceeds, to any subsidiary, joint venture partner, or other person or entity:
(a) to fund any activities or business of or with any Sanctioned Person;
(b) to fund any activities or business in any Sanctioned Country; or
(c) in any other manner that would result in a violation of Sanctions by any Party hereto, by the Trustee, or by any holder of the Notes.
3.2 Maintenance of Compliance Policies.
Each Issuer and each Guarantor covenants and agrees that, from and after the date hereof and for so long as any Notes remain outstanding, the Issuers and the Guarantors shall maintain, and shall cause their respective subsidiaries to maintain, policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions and Anti-Money Laundering Laws. Such policies and procedures shall include, at a minimum, (a) a written compliance manual addressing Sanctions and Anti-Money Laundering Laws, (b) designation of a compliance officer with appropriate authority and reporting responsibilities, (c) periodic training of relevant personnel, and (d) internal audit or review mechanisms to test the effectiveness of such policies and procedures.
3.3 Periodic Sanctions Screening.
The Issuers and the Guarantors shall cause quarterly sanctions screening to be conducted on a post-closing basis with respect to material counterparties and joint venture partners in the Federal Republic of Nigeria and the Republic of Senegal, consistent with the monitoring protocol established by Calderwood & Harkness LLP (the "Monitoring Protocol"). Such quarterly screening shall cover, at a minimum, all persons and entities that would be within the scope of the initial Sanctions Screening Report as described in Exhibit A hereto. In the event that any such quarterly screening identifies a positive hit against any applicable sanctions list, the Issuers shall promptly (and in any event within five (5) business days of becoming aware of such positive hit) notify the Initial Purchasers in writing, providing reasonable detail regarding the nature of the hit and the remedial actions being taken or proposed to be taken. A quarterly compliance certificate in the form attached hereto as Exhibit B shall be delivered by an authorized officer of DEH to the Lead Initial Purchaser within thirty (30) days after the end of each fiscal quarter.
3.4 Notification Covenant.
The Issuers shall promptly (and in any event within five (5) business days) notify the Initial Purchasers in writing in the event that any Issuer, any Guarantor, or any of their respective subsidiaries becomes aware that (a) it or any of its material counterparties has become a Sanctioned Person or otherwise becomes subject to Sanctions, (b) it has received any inquiry, notice, or citation from OFAC or any other sanctions authority with respect to its operations or any of its counterparties, or (c) it has identified any potential violation of Sanctions in connection with its operations. Such notification shall include a description of the relevant facts and circumstances and the remedial actions being taken or proposed to be taken.
SECTION 4: REMEDIES
4.1 Breach of Purchase Agreement.
Any breach of the representations, warranties, or covenants contained in this Side Letter shall constitute a breach of the Purchase Agreement for all purposes, including, without limitation, with respect to (a) the conditions to closing set forth in the Purchase Agreement, (b) the indemnification obligations of the Issuers and the Guarantors set forth in the Purchase Agreement, and (c) any termination rights of the Initial Purchasers set forth in the Purchase Agreement. The indemnification obligations of the Issuers and the Guarantors under the Purchase Agreement shall extend to any losses, claims, damages, liabilities, or expenses (including reasonable attorneys' fees and expenses) arising out of or based upon any breach of this Side Letter.
4.2 Termination Right.
In the event that any representation or warranty contained in this Side Letter is or becomes materially inaccurate as of the Closing Date (expected to be May 15, 2025), or in the event that any covenant contained herein is breached in any material respect prior to the Closing Date, the Initial Purchasers shall have the right to terminate the Purchase Agreement in accordance with the termination provisions set forth therein, without liability to the Initial Purchasers, and the Issuers shall have no claim against the Initial Purchasers in respect of such termination.
SECTION 5: RELATIONSHIP TO PURCHASE AGREEMENT AND INDENTURE
5.1 Supplemental Nature.
This Side Letter supplements and is in addition to (and does not supersede, replace, or limit) the representations, warranties, covenants, and agreements contained in the Purchase Agreement and the Indenture. The representations, warranties, and covenants set forth herein are cumulative with, and not in lieu of, any representations, warranties, or covenants set forth in the Purchase Agreement or the Indenture.
5.2 Conflict.
In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the Purchase Agreement, the provisions of this Side Letter shall control and prevail with respect to sanctions-related matters, including without limitation matters relating to Sanctions, Sanctioned Persons, Sanctioned Countries, blocked Persons, Anti-Money Laundering Laws, and anti-corruption laws.
5.3 Third-Party Beneficiary.
The representations, warranties, and covenants contained in this Side Letter are also intended to be for the benefit of Northgate Trust Company, N.A. (in its capacities as Trustee and Collateral Agent under the Indenture), which shall be a third-party beneficiary of this Side Letter and shall be entitled to enforce the provisions hereof as if it were a party hereto. The Trustee shall have no obligation to monitor compliance with this Side Letter and shall be entitled to rely conclusively on any officer's certificate delivered pursuant to Section 3.3 hereof.
SECTION 6: MISCELLANEOUS PROVISIONS
6.1 Governing Law.
This Side 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 laws that would cause the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for purposes of any action or proceeding arising out of or relating to this Side Letter.
6.2 Counterparts.
This Side Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Side Letter by facsimile, portable document format (.pdf), or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart.
6.3 Entire Agreement.
This Side Letter, together with the Purchase Agreement, constitutes the entire agreement of the Parties with respect to the matters addressed herein and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written, relating to the subject matter hereof.
6.4 Amendments.
No amendment, modification, or waiver of any provision of this Side Letter, nor any consent to any departure by any Party from the terms hereof, shall be effective unless in writing and signed by the Issuers, the Guarantors (which may act through a single duly authorized representative for all Guarantors), and the Lead Initial Purchaser (acting on behalf of all of the Initial Purchasers). Any such amendment, modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
6.5 Notices.
All notices, requests, demands, and other communications under this Side Letter shall be given in accordance with the notice provisions of Section [__] of the Purchase Agreement, and shall be directed to the following addresses (or such other addresses as may be specified by notice given in accordance herewith):
If to the Issuers or the Guarantors:
Dunmore Energy Holdings Ltd. c/o Dunmore upstream Finance Corp. 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056
Attention: Alistair Forde, General Counsel
Telephone: (713) 555-8200
Email: a.forde@dunmoreenergy.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Jennifer Kwon
Telephone: (212) 555-3400
Email: jkwon@calderwoodharkness.com
If to the Initial Purchasers:
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179
Attention: Thomas Whitford
Telephone: (212) 555-7100
Email: t.whitford@ridgelinecm.com
with a copy (which shall not constitute notice) to:
Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, NY 10019
Attention: Harrison Cates
Telephone: (212) 555-9600
Email: hcates@wbclaw.com
6.6 Severability.
If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Side Letter or the validity, legality, or enforceability of such provision in any other jurisdiction. In lieu of any such invalid, illegal, or unenforceable provision, there shall be added automatically as part of this Side Letter a legal, valid, and enforceable provision as similar in terms and economic effect to such invalid, illegal, or unenforceable provision as may be possible.
6.7 Headings.
The section headings and other headings contained in this Side Letter are for reference purposes only and shall not affect in any way the meaning or interpretation of this Side Letter.
[Signature Pages Follow]
SIGNATURE PAGES TO SIDE LETTER AGREEMENT — SANCTIONS REPRESENTATIONS AND WARRANTIES
IN WITNESS WHEREOF, the Parties have caused this Side Letter to be duly executed as of the date first written above.
ISSUERS:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
DUNMORE UPSTREAM FINANCE CORP.
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
GUARANTORS:
DUNMORE NIGERIA E&P LTD.
By: ________
Name: Chukwuemeka Okafor
Title: Managing Director
DUNMORE GULF OPERATIONS LLC
By: ________
Name: Robert Leland
Title: President
DUNMORE RENEWABLES LLC
By: ________
Name: Catherine Briggs
Title: President
DUNMORE SENEGAL S.A.
By: ________
Name: Moussa Diallo
Title: Directeur Général
DUNMORE MIDSTREAM HOLDINGS INC.
By: ________
Name: Deepa Rajaram
Title: Vice President and Treasurer
DUNMORE TRADING LTD.
By: ________
Name: Simon Wentworth
Title: Director
INITIAL PURCHASERS:
RIDGELINE CAPITAL MARKETS LLC, as Lead Initial Purchaser
By: ________
Name: Thomas Whitford
Title: Head of Energy Capital Markets
CLARION SECURITIES INC.
By: ________
Name: Derek Holmgren
Title: Managing Director
PINNACLE PARTNERS LLC
By: ________
Name: Julia Song
Title: Managing Director
EXHIBIT A
SANCTIONS SCREENING SCOPE
The following sets forth a summary of the scope of the Sanctions Screening Report prepared by Sandoval Compliance Solutions LLC (the "Screening Agent"), dated April 25, 2025, and delivered to the Initial Purchasers in connection with the offering of the Notes.
1. Entities Screened.
The following Dunmore group entities were screened against all applicable sanctions lists: