1016-00009 · Dunmore Energy Holdings · Engagement & Scope

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Tel: (202) 555-7400

Fax: (202) 555-7401

www.calderwoodharkness.com

April 14, 2022

Via Email and Hand Delivery

Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA

With a copy to the registered office: Dunmore Energy Holdings Ltd. Harbour Place, 4th Floor 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands

Re: Engagement of Calderwood & Harkness LLP by Dunmore Energy Holdings Ltd. — U.S. Government Inquiry Regarding Potential Sanctions and Export Control Matters Firm Matter No.: 1016-00009

Dear Marcus:

We are pleased that Dunmore Energy Holdings Ltd. has selected Calderwood & Harkness LLP to serve as its counsel in connection with the matters described below. This letter confirms the terms and conditions of our engagement and sets forth our mutual understanding of the scope of our representation, our fee arrangements, and related matters. We ask that you review this letter carefully, and we welcome the opportunity to discuss any questions you may have before you execute it on behalf of the Company.

1. Engagement and Confirmation of Retention

This letter confirms that Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company"), a Cayman Islands exempted company incorporated with limited liability (Company Registration No. MC-334821), has retained Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent the Company effective as of April 14, 2022, subject to the terms and conditions set forth herein.

This engagement arises from the initial telephone call on April 11, 2022 between Victoria Chambers, a partner in the Firm's White Collar Defense & Investigations Group, and you, in your capacity as General Counsel of Dunmore, during which you informed Ms. Chambers that the Company had identified on April 11, 2022 potential historical exposure to entities connected to Volkhov Industrial Group JSC through a series of transactions conducted by Dunmore Trading International Ltd. ("DTI"), the Company's Dubai-based subsidiary (DIFC License No. CL-4827). During that call, you further indicated that the Company anticipates a U.S. government inquiry arising from these transactions, including potential inquiry by the United States Department of Justice and the Office of Foreign Assets Control of the U.S. Department of the Treasury.

This letter sets forth the terms and conditions governing the Firm's representation of the Company in connection with these matters. Upon execution by both parties, this letter will constitute the binding agreement between the Firm and the Company with respect to this engagement. In the event of any inconsistency between this letter and any prior oral or written communications between the parties, the terms of this letter shall control.

2. Scope of Representation

2.1 Primary Scope

Calderwood & Harkness will represent Dunmore Energy Holdings Ltd. and, as appropriate and subject to conflict clearance on a subsidiary-by-subsidiary basis, the following subsidiaries of the Company (collectively with DEH, the "Dunmore Entities"):

• Dunmore Trading International Ltd. (Dubai, United Arab Emirates; DIFC License No. CL-4827);

• Dunmore upstream Americas LLC (Houston, Texas / organized under the laws of the State of Delaware; Employer Identification Number 84-2937561);

• Dunmore Renewables GmbH (Hamburg, Federal Republic of Germany); and

• Dunmore Exploration West Africa Ltd. (Lagos, Federal Republic of Nigeria),

in connection with the following matters:

(a) Any investigation, inquiry, enforcement action, or proceeding by the United States Department of Justice ("DOJ"), including without limitation its National Security Division, Counterintelligence and Export Control Section ("CES"), relating to potential violations of U.S. sanctions laws administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including but not limited to programs implemented under Executive Order 14024 (dated April 15, 2021, "Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation"), Directive 2 under Executive Order 13662, and the regulations set forth at 31 C.F.R. Part 589 (Ukraine-/Russia-Related Sanctions Regulations), as well as potential violations of U.S. export control laws under the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including without limitation §746.5 (Russia/Belarus), and the underlying statutes including the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, and the Export Control Reform Act ("ECRA"), 50 U.S.C. §§ 4801–4852;

(b) Response to any grand jury subpoena, civil investigative demand ("CID"), administrative subpoena, voluntary request for information, or other compulsory or quasi-compulsory process issued by U.S. federal authorities, including the DOJ, OFAC, the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, the Federal Bureau of Investigation, or any other agency of the United States government;

(c) The conduct of a comprehensive internal investigation into the transactions and conduct at issue, including without limitation transactions involving Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH, and any related or connected transactions, entities, or individuals that may be identified during the course of such investigation;

(d) Engagement with, cooperation with, and response to the DOJ, OFAC, BIS, and other relevant U.S. government agencies as the Company may direct and as counsel may recommend, including but not limited to the negotiation and implementation of any cooperation framework, proffer sessions, presentations of investigation findings, or discussions regarding potential resolution of any government inquiry or enforcement action; and

(e) Identification, assessment, and remediation of any compliance deficiencies identified during the internal investigation, including the design and implementation of enhanced sanctions and export control compliance policies, procedures, training programs, and internal controls.

2.2 Exclusions from Scope

The scope of this engagement is limited to the matters described in Section 2.1 above. Without limiting the generality of the foregoing, the following matters are expressly excluded from the scope of this engagement:

(a) Individual Representation. This engagement does not include the representation of any individual officer, director, employee, agent, or consultant of Dunmore or any of its subsidiaries in their personal or individual capacities. As discussed further in Section 6 below, the Firm's client is the corporate entity. Individuals who may require personal legal representation in connection with the matters described herein—whether as subjects, targets, or witnesses of any government inquiry—should retain separate legal counsel at their own expense or, as applicable, pursuant to any indemnification and advancement rights they may hold under the Company's organizational documents or employment agreements.

(b) Civil Litigation. This engagement does not include the defense or prosecution of any civil litigation, including but not limited to shareholder derivative actions, securities class actions, breach of contract claims, or commercial disputes that may arise in connection with or as a consequence of the government inquiry.

(c) Non-U.S. Regulatory Matters. This engagement does not include representation of the Company or any subsidiary before regulatory or enforcement authorities outside the United States, including without limitation the Dubai Financial Services Authority, the Central Bank of the UAE, the UK Office of Financial Sanctions Implementation, the European Commission, or any German federal or state regulatory authority. Should the Company require representation in non-U.S. jurisdictions, the Firm can recommend qualified local counsel.

(d) Tax Advice. This engagement does not include the provision of tax advice, tax planning, or tax compliance services of any kind, including with respect to any potential tax consequences of settlements, penalties, forfeitures, or disgorgement.

Any expansion of the scope of this engagement—including, by way of example and without limitation, the preparation and filing of voluntary self-disclosures with OFAC or BIS, representation in related civil litigation, or engagement with non-U.S. regulatory authorities—will be the subject of a supplemental engagement letter to be executed by both parties before any such expanded services are undertaken.

3. Responsible Attorneys and Staffing

3.1 Responsible Partner

Victoria Chambers, Partner, White Collar Defense & Investigations Group, based in the Firm's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006), shall serve as the Responsible Partner for this engagement. Ms. Chambers will have overall supervisory responsibility for the engagement, including the direction and coordination of all workstreams, the development of investigation strategy, and primary responsibility for communications with the DOJ and other government agencies. Ms. Chambers will serve as the primary point of contact for you and the Company's senior leadership on matters of legal strategy and case management.

3.2 Billing Partner

Howard Quinn, Partner, White Collar Defense & Investigations Group, based in the Firm's New York office (450 Lexington Avenue, 38th Floor, New York, NY 10017), shall serve as the Billing Partner for this engagement. Mr. Quinn will be responsible for all billing, fee arrangements, and financial administration of the matter, including the preparation and review of monthly invoices, the management of expense reimbursements, and coordination with the Company's finance team regarding payment matters. Mr. Quinn will also serve as a senior member of the engagement team providing substantive legal services.

3.3 Core Team

In addition to Ms. Chambers and Mr. Quinn, the following attorneys, paralegals, and support professionals have been assigned to the core team for this engagement:

Jasmine Thornton, Associate, White Collar Defense & Investigations Group, Washington, D.C. — Ms. Thornton will serve as the Lead Associate responsible for day-to-day management of the internal investigation, including the coordination and conduct of witness interviews, the preparation of investigation memoranda and analyses, and primary liaison responsibilities with the DOJ and other government agencies on a working level.

Liam Donahue, Associate, White Collar Defense & Investigations Group, New York — Mr. Donahue will serve as a Working Associate supporting document review and analysis, counterparty due diligence and analysis, and the preparation of investigation memoranda and written work product.

Conrad Reeves, Senior Counsel, Export Controls & Sanctions, Washington, D.C. — Mr. Reeves will provide specialized expertise on OFAC sanctions programs (including the Specially Designated Nationals and blocked Persons List, sectoral sanctions, and secondary sanctions), EAR export control regulations, Export Control Classification Numbers (including ECCN 2B350 and ECCN 2B999), license requirements and exceptions, and the design and implementation of sanctions and export control compliance programs.

Amara Osei, Associate, White Collar Defense & Investigations Group, London (30 St Mary Axe, 12th Floor, London EC3A 8BF, United Kingdom) — Ms. Osei will support the cross-border aspects of the engagement, including analysis of UAE law and DIFC regulatory requirements as they relate to the internal investigation, assistance with the conduct of witness interviews in international jurisdictions, and coordination with local counsel in the UAE, Germany, Nigeria, and the Cayman Islands as necessary.

Nicholas Ferreira, Associate, White Collar Defense & Investigations Group, Houston (1200 McKinney Street, Suite 2100, Houston, TX 77010) — Mr. Ferreira will support the U.S.-side aspects of the engagement, including the conduct of witness interviews with Houston-based personnel, coordination of document collection from the Company's Houston office and Dunmore upstream Americas LLC, and matters related to individual personnel.

Elena Vasquez, Paralegal Manager, Washington, D.C. — Ms. Vasquez will coordinate paralegal resources across the engagement team, manage witness interview logistics (including scheduling, preparation of witness binders, and maintenance of the witness interview tracker), and oversee document management protocols.

Thomas Bradshaw, Senior Paralegal and e-discovery Lead, New York — Mr. Bradshaw will oversee the e-discovery process, including coordination with e-discovery vendors, establishment and maintenance of Bates-stamping and document numbering protocols, management of the privilege review process, and oversight of document productions to the government.

3.4 Additional Staffing

The Firm may assign additional attorneys, paralegals, and support staff to this engagement as the needs of the matter require. The Firm's offices in New York, Washington, D.C., Houston, London, and Dubai may each be involved in various workstreams of the engagement. The Firm will endeavor to staff the matter efficiently and in a manner consistent with the staffing plan and budget estimate to be provided to the Company under separate cover. The Client will be notified of any material changes in staffing, including the assignment of any additional partner or the departure from the matter of any core team member listed above.

4. Matter Number and Administration

This matter has been assigned Firm Matter Number 1016-00009. All time entries, expenses, disbursements, correspondence, and other records relating to this engagement should reference this matter number. We ask that you and your colleagues use this matter number in all communications with the Firm to facilitate accurate tracking and administration.

Marcus Wellbourne, Esq., General Counsel, Dunmore Energy Holdings Ltd., shall serve as the primary client contact for purposes of this engagement. All material communications from the Firm regarding the status of the engagement, legal strategy, and significant developments will be directed to you in the first instance. The Firm may also communicate directly with Callum Renshaw (Chief Executive Officer) and Sandra Whitfield (Chief Financial Officer) as authorized by you, and you hereby confirm your authorization for such communications. Should you wish to designate additional authorized contacts or modify the foregoing authorizations, please advise us in writing.

5. Billing Rates and Fees

5.1 Hourly Rate Schedule

The Firm will bill for professional services on an hourly basis at the Firm's standard hourly rates. The standard hourly rate ranges for the categories of professionals initially assigned to this matter are as follows (rates effective as of January 1, 2022):

The individual hourly rates for the professionals initially assigned to this engagement are as follows:

The Firm's standard hourly rates are subject to annual adjustment, typically effective in January of each year. The Firm will provide the Company with advance written notice of any rate adjustments not less than thirty (30) days before such adjustments take effect. Any rate adjustments will apply only to services performed on or after the effective date of the adjustment.

5.2 Preliminary Budget Estimate

Based on our understanding of the matter as of the date of this letter—including our preliminary assessment of the likely scope of the government inquiry, the volume of potentially relevant documents across multiple jurisdictions, and the number of witnesses who may need to be interviewed—the Firm estimates that the total professional fees for the initial phase of the engagement (covering approximately the first six months, through approximately October 2022) may range from $4,500,000 to $7,000,000. This initial phase is expected to encompass subpoena response and negotiations with the government regarding the scope and timing of productions, document collection from custodians and data sources across the Dunmore Entities, document processing and review (including privilege review), initial witness interviews of key custodians and fact witnesses, preliminary analysis and assessment of potential exposure, and the development of a cooperation strategy.

This estimate is preliminary and non-binding. Actual fees will depend on numerous factors that are difficult to predict at this stage, including without limitation the scope and intensity of the government inquiry, the volume of documents collected and requiring review, the number of witnesses to be interviewed, the complexity of the underlying transactions, the degree to which additional subsidiaries or counterparties become relevant, and the pace and direction of the government's investigation. The Firm will provide regular updates on fees incurred and projected, and will promptly advise the Company if actual fees are likely to materially exceed this preliminary estimate.

A detailed staffing plan and budget estimate memorandum will be provided to the Company separately on or about April 18, 2022.

5.3 Expenses and Disbursements

In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:

• Domestic and international travel expenses, including airfare, ground transportation, and lodging;

• Meals incurred during travel or in connection with working sessions;

• Document reproduction, printing, and production costs;

• Court reporter and stenographic fees;

• Expert witness and consultant fees and expenses;

• Translation and interpretation services;

• Telecommunications charges, including international calling and secure communications;

• Courier, express delivery, and postage costs;

• Filing fees, certification fees, and related governmental charges; and

• Other reasonable expenses directly related to the engagement.

With respect to third-party vendor engagements—including, in particular, e-discovery vendors, forensic accountants, and compliance consultants—such vendors will be engaged directly by the Client or at the Client's direction, with the Firm facilitating such engagements as needed, including assisting with the evaluation and selection of vendors, the negotiation of vendor contracts, and the management of vendor work product. The Firm anticipates recommending the retention of: (i) an e-discovery vendor for document collection, processing, hosting, and technology-assisted review ("TAR") across multiple jurisdictions; and (ii) a forensic accounting firm for transaction tracing, payment flow analysis, and related financial analysis in support of the internal investigation. The costs of such third-party vendors are separate from and in addition to the Firm's professional fees and will be billed by the vendors directly to the Client or advanced by the Firm and passed through to the Client, as the parties may agree.

5.4 Billing Cycle and Payment Terms

The Firm will render invoices for professional fees and expenses on a monthly basis, typically within fifteen (15) business days following the end of each calendar month. Each invoice will include a summary of professional fees by timekeeper, a description of services rendered (in a level of detail consistent with the Company's billing guidelines, if any, as communicated to the Firm), and an itemization of expenses and disbursements.

Payment of each invoice is due within thirty (30) days of the invoice date. Amounts remaining unpaid after thirty (30) days from the invoice date will bear interest at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is lower, from the date payment was due until the date of actual payment.

Invoices will be directed to the attention of Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd., at the Company's Houston office address, with copies to Marcus Wellbourne, Esq., General Counsel. The Firm is prepared to submit invoices electronically through the Company's accounts payable system or legal billing platform, if applicable, and will coordinate with Ms. Whitfield regarding the Company's preferred invoice submission procedures.

6. Client Identity and Affiliated Entities

We wish to confirm clearly and for the avoidance of any doubt that the Firm's client in this engagement is Dunmore Energy Holdings Ltd., the Cayman Islands exempted company. The Firm's representation extends to the subsidiaries listed in Section 2.1 above—namely, Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd.—solely in connection with the matters described in this letter and only to the extent that such representation is consistent with applicable professional responsibility rules and conflict considerations. The extension of our representation to any subsidiary is subject to ongoing conflict monitoring, and should a conflict arise between the interests of the parent company and any subsidiary, the Firm's primary obligation will be to the parent company, Dunmore Energy Holdings Ltd.

The Firm does not represent any individual officer, director, employee, agent, consultant, or shareholder of Dunmore or any of its subsidiaries in their individual or personal capacities. This includes, without limitation, the following individuals:

• Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd.;

• Derek Hargrave, President, Dunmore Trading International Ltd.;

• Natasha Sorokin, Senior Trader, Dunmore Trading International Ltd.;

• Gerald Fisk, Chief Compliance Officer, Dunmore Energy Holdings Ltd.;

• Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.;

• Omar Al-Rashidi, Head of Middle East Operations, Dunmore Trading International Ltd.;

• Yves Leclerc, Director of Logistics, Dunmore Trading International Ltd.;

• Rajesh Malhotra, Controller, Dunmore Trading International Ltd.; and

• Tobias Engel, Managing Director, Dunmore Renewables GmbH.

Any communications between the Firm and the above-named individuals will be conducted in furtherance of our representation of the Company, and the attorney-client privilege with respect to such communications belongs to the Company. The Company, acting through its authorized representatives, controls the privilege and has the exclusive right to assert or waive it.

The Firm does not represent any of the Company's equity holders, including Greystone Capital Partners Fund IV, L.P. (which we understand holds approximately 62.5% of the equity of Dunmore Energy Holdings Ltd.), Greystone Capital Management LLC (the general partner or investment manager of such fund), Thornbury Infrastructure Fund II, L.P. (which we understand holds approximately 15% of the equity of Dunmore Energy Holdings Ltd.), or Thornbury Asset Management Ltd. (the general partner or investment manager of such fund). These entities are not our clients for purposes of this or any engagement.

We note that Harwood & Pennington LLP (599 Lexington Avenue, 22nd Floor, New York, NY 10022) serves as outside counsel to Greystone Capital Partners and its affiliated funds. In order to facilitate the efficient sharing of information between the Company and its principal equity holder regarding the status of the government inquiry and the internal investigation—while preserving the attorney-client privilege and work product protections applicable to such information—the Firm may propose the negotiation and execution of a common interest agreement or joint defense agreement between and among the Company, Greystone Capital Partners Fund IV, L.P. (through Harwood & Pennington LLP), and potentially Thornbury Infrastructure Fund II, L.P. (through its counsel, if separately represented). Any such agreement will be subject to the Company's review and approval before execution.

7. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check as of April 13, 2022, in accordance with its internal conflict clearance procedures and the applicable rules of professional conduct. The conflict check covered the following entities and individuals:

• Dunmore Energy Holdings Ltd. and all identified subsidiaries (Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd.);

• Petronova Trading FZE;

• Volkhov Industrial Group JSC;

• Zenith Petroleum DMCC;

• Caspian Logistik GmbH;

• Greystone Capital Partners Fund IV, L.P.;

• Greystone Capital Management LLC;

• Thornbury Infrastructure Fund II, L.P.;

• Thornbury Asset Management Ltd.; and

• The key individuals identified in Section 6 above, including Callum Renshaw, Derek Hargrave, Natasha Sorokin, Gerald Fisk, Sandra Whitfield, Omar Al-Rashidi, Yves Leclerc, Rajesh Malhotra, and Tobias Engel.

Based on the results of this conflict check, the Firm has determined that it is able to undertake this representation. The Firm is not currently representing and has not recently represented any of the counterparties at issue—specifically, Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, or Caspian Logistik GmbH—or any of the individual officers or employees of the Client listed above, in any matter.

You should be aware, however, that in a matter of this nature and complexity, the possibility exists that conflicts of interest may arise during the course of the engagement. Such conflicts could emerge, for example, if the interests of the Company diverge from or become adverse to the interests of individual current or former officers, directors, or employees, or if the interests of the parent company diverge from those of one or more of its subsidiaries. If any actual or potential conflict arises during the course of our representation, the Firm will promptly notify you and discuss appropriate steps, which may include the engagement of separate counsel for the affected individual or subsidiary. The Firm's primary and overriding obligation in this engagement is to the corporate entity, Dunmore Energy Holdings Ltd.

8. Privileged Communications and Work Product

All communications between Calderwood & Harkness and Dunmore, its authorized representatives, officers, and employees in connection with this engagement are intended to be, and should be treated as, protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. This includes oral and written communications, memoranda, analyses, reports, interview notes, investigation findings, recommendations, and all other materials prepared by or at the direction of the Firm in connection with this engagement.

The protection of the attorney-client privilege and work product doctrine is critically important in the context of a government investigation. The decision to waive any privilege, in whole or in part—including through voluntary disclosures, proffers, or presentations to the DOJ, OFAC, BIS, or other governmental agencies—is a significant decision that will be made by the Client, acting through its authorized representatives, upon the recommendation of the Firm. The Firm will not waive or disclose privileged or work product-protected information without the express prior authorization of the Client.

The Firm will establish and maintain protocols to protect privileged and work product-protected information throughout the engagement, including in connection with document collection, document review, document production to the government, witness interviews, and communications with third parties. A separate memorandum regarding privilege and work product protocols—including the use of privilege logs, the conduct of "Upjohn" warnings during witness interviews, and the handling of documents that may contain privileged communications—will be provided to the Company.

9. Document Preservation and Litigation Hold

In light of the anticipated government inquiry, the Company has an immediate and ongoing obligation to preserve all documents, electronically stored information ("ESI"), and other materials that are or may be relevant to the matters described in this letter. The failure to preserve such materials could result in severe adverse consequences, including adverse inferences, sanctions, and potential criminal liability for obstruction of justice.

The Firm will promptly prepare and issue litigation hold notices (also known as document preservation notices) to all relevant custodians across all Dunmore Entities globally. These notices will direct the recipients to preserve all documents, ESI, and other materials potentially relevant to the government inquiry, including without limitation emails, instant messages, text messages, chat logs, memoranda, reports, spreadsheets, contracts, invoices, shipping documents, financial records, compliance records, and any other business records, in whatever format they may exist, including paper, electronic, and cloud-based formats.

The Client agrees to take all reasonable steps to ensure full and timely compliance with the litigation hold, including but not limited to directing all officers, employees, and agents of the Dunmore Entities to comply with the hold, suspending any routine document destruction or retention schedule that might result in the destruction of potentially relevant materials, and notifying the Firm promptly if the Client becomes aware of any failure to comply with the hold or any destruction of potentially relevant materials.

The Firm anticipates issuing the initial litigation hold notice on or about April 20, 2022. A template of the litigation hold notice will be provided to you for review before issuance. We ask that you identify for us as soon as practicable all custodians and data sources that should be subject to the hold, and we will work with you to develop a comprehensive custodian list.

10. Third-Party Vendors and Consultants

In connection with this engagement, the Firm anticipates recommending the retention of the following categories of third-party service providers, whose fees and expenses will be the responsibility of the Client (either through direct engagement by the Client or through advancement by the Firm and pass-through to the Client, as the parties may agree):

(a) E-discovery Vendor. An e-discovery vendor will be needed for the collection, processing, hosting, and technology-assisted review of electronically stored information across multiple jurisdictions, including the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. Given the multinational scope of the Dunmore Entities and the likely volume of potentially relevant data, the selection of a vendor with robust cross-border data collection capabilities and compliance with applicable data protection and privacy laws (including the EU General Data Protection Regulation and the UAE Data Protection Law) will be essential.

(b) Forensic Accounting Consultant. A forensic accounting firm will be needed to assist with the tracing of transaction flows, the analysis of payment patterns involving the counterparties at issue (including Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH), and the preparation of financial analyses and transaction summaries in support of the internal investigation and any presentations to the government.

(c) Sanctions and Export Control Compliance Consultant. A specialized sanctions and export control compliance consultant may be needed to assess the Company's existing compliance program (including policies, procedures, training, screening tools, and internal controls), identify deficiencies, design remediation measures, and develop an enhanced compliance framework in accordance with OFAC's and BIS's published guidance regarding the hallmarks of an effective compliance program.

Specific vendor recommendations, including proposals and estimated costs, will be provided to the Company for review and approval before any third-party vendor is engaged. The Firm will coordinate the selection, engagement, and management of such vendors, but the ultimate decision to engage any vendor, and the terms of such engagement, will be subject to the Company's approval.

11. Insurance Notification

The Firm recommends that the Company promptly notify its directors' and officers' ("D&O") liability insurance carrier of the DOJ inquiry, the retention of defense counsel, and the commencement of the internal investigation. Timely notification to the carrier is critical to preserving the Company's rights under the policy, including coverage for defense costs and, potentially, settlement amounts or penalties.

We understand that the Company currently maintains a D&O liability insurance policy with Garrison Mutual Insurance Co. under Policy No. GM-DO-2021-08734, with an aggregate policy limit of $50,000,000, a per-claim limit of $10,000,000, and a self-insured retention of $2,500,000. Howard Quinn will coordinate with the carrier and the Company's insurance broker, as appropriate, regarding the scope of coverage for defense costs incurred in connection with this engagement, the application of the self-insured retention, and any requirements or conditions of coverage (including cooperation obligations, consent-to-settle provisions, and reporting requirements). The Firm will work with you and with the carrier to ensure that the Company's rights under the policy are fully preserved.

12. Indemnification and Advancement

The Firm notes that the Company may have indemnification and advancement obligations under Cayman Islands law, its memorandum and articles of association, and individual employment or indemnification agreements with respect to current and former officers, directors, and employees who become subjects of, targets of, or witnesses in the government inquiry. Such obligations may include the duty to advance defense costs to individuals who retain separate counsel in connection with the matters described herein, subject to any applicable undertaking to repay such amounts if it is ultimately determined that the individual is not entitled to indemnification.

The Firm will analyze the Company's indemnification and advancement obligations under the applicable legal frameworks and provide a separate memorandum addressing the Company's duties with respect to the advancement of defense costs for individuals who retain separate counsel. This analysis will include a review of the Company's organizational documents, any individual indemnification agreements, and the relevant provisions of Cayman Islands law, as well as any analogous obligations that may exist under the laws of other jurisdictions in which the Dunmore Entities operate.

13. Shareholder and Board Communications

The Firm will provide periodic status updates on the progress of the engagement, the internal investigation, and any government interactions to you, in your capacity as General Counsel, as well as to Callum Renshaw (CEO) and Sandra Whitfield (CFO), as authorized by you.

In addition, as directed by you and subject to appropriate privilege protections, the Firm will participate in presentations and updates to the Board of Directors of Dunmore Energy Holdings Ltd. regarding the status and findings of the internal investigation and the government inquiry. The Firm will also, as directed, participate in presentations or information-sharing sessions with the Company's shareholders, including Greystone Capital Partners Fund IV, L.P. (through its counsel at Harwood & Pennington LLP) and Thornbury Infrastructure Fund II, L.P., in each case pursuant to the terms of any common interest agreement or joint defense agreement that may be put in place as described in Section 6 above. All such communications with shareholders and their counsel will be structured to preserve the attorney-client privilege and work product protections, and the Firm will advise you on the appropriate framework and protocols for such communications.

14. Termination

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination, although the Firm would appreciate the opportunity to discuss any concerns that may give rise to a decision to terminate.

In the event of termination by either party, the Client shall remain responsible for payment of all professional fees and expenses incurred by the Firm through the date of termination, including fees for services rendered and expenses incurred or committed prior to the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above.

Upon termination, the Firm will take all reasonable steps to protect the Client's interests during the transition, including providing reasonable cooperation in the transfer of the matter to successor counsel, complying with any applicable court rules or government requirements regarding withdrawal of counsel, and delivering to the Client or successor counsel all client files and materials (subject to the Firm's right to retain copies as provided in Section 15 below).

15. File Retention

Upon conclusion of the engagement, the Firm will retain client files and materials in accordance with its standard file retention policy, which currently provides for retention of closed files for a period of ten (10) years from the date of file closure, after which files may be destroyed in the ordinary course without further notice to the Client. Originals of documents provided by the Client to the Firm during the course of the engagement will be returned to the Client upon request. The Firm may retain copies of all file materials for its own records, including for conflict-checking, quality assurance, and defense of any claims arising from the engagement.

16. Governing Law and Dispute Resolution

This engagement letter and all matters arising out of or relating to the Firm's representation of the Client, including any claims for malpractice, breach of fiduciary duty, or breach of contract, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client that cannot be resolved by mutual agreement of the parties shall be submitted to and resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties or, failing such agreement within thirty (30) days, appointed by the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17. Acceptance and Execution

We are confident that Calderwood & Harkness can provide the highest quality legal services to Dunmore in connection with this critical and sensitive matter. We look forward to working with you and the Dunmore team.

If the foregoing accurately reflects your understanding and agreement, please sign and return a copy of this letter to the undersigned. Your signature will confirm that Dunmore Energy Holdings Ltd. has read, understood, and agreed to the terms and conditions set forth herein. Please retain a fully executed copy for your records.

We request that you return the executed copy of this letter at your earliest convenience, and in any event no later than April 21, 2022.

Please do not hesitate to contact Victoria Chambers at (202) 555-7412 or vchambers@calderwoodharkness.com, or Howard Quinn at (212) 555-9304 or hquinn@calderwoodharkness.com, if you have any questions regarding this letter or the engagement.

With kind regards,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Victoria Chambers

Title: Partner, White Collar Defense & Investigations Group

Date: ________

By: ________

Name: Howard Quinn

Title: Partner, White Collar Defense & Investigations Group

Date: ________

AGREED AND ACCEPTED:

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Wellbourne, Esq.

Title: General Counsel, Dunmore Energy Holdings Ltd.

Date: ________

Enclosures

None enclosed. The following documents will be provided under separate cover:

1. Conflict Check Memorandum (dated April 13, 2022)

2. Staffing Plan & Budget Estimate Memorandum (to be dated April 18, 2022)

3. Litigation Hold Notice Template (to be dated April 20, 2022)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP	1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006 Matter No. 1016-00009
Category	Hourly Rate Range
Partners	$1,450 – $1,750 per hour
Senior Counsel	$1,250 – $1,400 per hour
Associates	$750 – $1,100 per hour
Paralegals / Paralegal Managers	$350 – $475 per hour
Professional	Title	Hourly Rate
Victoria Chambers	Partner	$1,700/hour
Howard Quinn	Partner	$1,650/hour
Conrad Reeves	Senior Counsel	$1,350/hour
Jasmine Thornton	Associate	$1,050/hour
Liam Donahue	Associate	$925/hour
Amara Osei	Associate	$875/hour
Nicholas Ferreira	Associate	$850/hour
Elena Vasquez	Paralegal Manager	$425/hour
Thomas Bradshaw	Senior Paralegal / e-discovery Lead	$400/hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Tel: (202) 555-7400
Fax: (202) 555-7401
www.calderwoodharkness.com
April 14, 2022
Via Email and Hand Delivery
Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA
With a copy to the registered office: Dunmore Energy Holdings Ltd. Harbour Place, 4th Floor 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
Re: Engagement of Calderwood & Harkness LLP by Dunmore Energy Holdings Ltd. — U.S. Government Inquiry Regarding Potential Sanctions and Export Control Matters Firm Matter No.: 1016-00009
Dear Marcus:
We are pleased that Dunmore Energy Holdings Ltd. has selected Calderwood & Harkness LLP to serve as its counsel in connection with the matters described below. This letter confirms the terms and conditions of our engagement and sets forth our mutual understanding of the scope of our representation, our fee arrangements, and related matters. We ask that you review this letter carefully, and we welcome the opportunity to discuss any questions you may have before you execute it on behalf of the Company.
1. Engagement and Confirmation of Retention
This letter confirms that Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company"), a Cayman Islands exempted company incorporated with limited liability (Company Registration No. MC-334821), has retained Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent the Company effective as of April 14, 2022, subject to the terms and conditions set forth herein.
This engagement arises from the initial telephone call on April 11, 2022 between Victoria Chambers, a partner in the Firm's White Collar Defense & Investigations Group, and you, in your capacity as General Counsel of Dunmore, during which you informed Ms. Chambers that the Company had identified on April 11, 2022 potential historical exposure to entities connected to Volkhov Industrial Group JSC through a series of transactions conducted by Dunmore Trading International Ltd. ("DTI"), the Company's Dubai-based subsidiary (DIFC License No. CL-4827). During that call, you further indicated that the Company anticipates a U.S. government inquiry arising from these transactions, including potential inquiry by the United States Department of Justice and the Office of Foreign Assets Control of the U.S. Department of the Treasury.
This letter sets forth the terms and conditions governing the Firm's representation of the Company in connection with these matters. Upon execution by both parties, this letter will constitute the binding agreement between the Firm and the Company with respect to this engagement. In the event of any inconsistency between this letter and any prior oral or written communications between the parties, the terms of this letter shall control.
2. Scope of Representation
2.1 Primary Scope
Calderwood & Harkness will represent Dunmore Energy Holdings Ltd. and, as appropriate and subject to conflict clearance on a subsidiary-by-subsidiary basis, the following subsidiaries of the Company (collectively with DEH, the "Dunmore Entities"):
•  Dunmore Trading International Ltd. (Dubai, United Arab Emirates; DIFC License No. CL-4827);
•  Dunmore upstream Americas LLC (Houston, Texas / organized under the laws of the State of Delaware; Employer Identification Number 84-2937561);
•  Dunmore Renewables GmbH (Hamburg, Federal Republic of Germany); and
•  Dunmore Exploration West Africa Ltd. (Lagos, Federal Republic of Nigeria),
in connection with the following matters:
(a) Any investigation, inquiry, enforcement action, or proceeding by the United States Department of Justice ("DOJ"), including without limitation its National Security Division, Counterintelligence and Export Control Section ("CES"), relating to potential violations of U.S. sanctions laws administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including but not limited to programs implemented under Executive Order 14024 (dated April 15, 2021, "Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation"), Directive 2 under Executive Order 13662, and the regulations set forth at 31 C.F.R. Part 589 (Ukraine-/Russia-Related Sanctions Regulations), as well as potential violations of U.S. export control laws under the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including without limitation §746.5 (Russia/Belarus), and the underlying statutes including the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, and the Export Control Reform Act ("ECRA"), 50 U.S.C. §§ 4801–4852;
(b) Response to any grand jury subpoena, civil investigative demand ("CID"), administrative subpoena, voluntary request for information, or other compulsory or quasi-compulsory process issued by U.S. federal authorities, including the DOJ, OFAC, the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce, the Federal Bureau of Investigation, or any other agency of the United States government;
(c) The conduct of a comprehensive internal investigation into the transactions and conduct at issue, including without limitation transactions involving Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH, and any related or connected transactions, entities, or individuals that may be identified during the course of such investigation;
(d) Engagement with, cooperation with, and response to the DOJ, OFAC, BIS, and other relevant U.S. government agencies as the Company may direct and as counsel may recommend, including but not limited to the negotiation and implementation of any cooperation framework, proffer sessions, presentations of investigation findings, or discussions regarding potential resolution of any government inquiry or enforcement action; and
(e) Identification, assessment, and remediation of any compliance deficiencies identified during the internal investigation, including the design and implementation of enhanced sanctions and export control compliance policies, procedures, training programs, and internal controls.
2.2 Exclusions from Scope
The scope of this engagement is limited to the matters described in Section 2.1 above. Without limiting the generality of the foregoing, the following matters are expressly excluded from the scope of this engagement:
(a) Individual Representation. This engagement does not include the representation of any individual officer, director, employee, agent, or consultant of Dunmore or any of its subsidiaries in their personal or individual capacities. As discussed further in Section 6 below, the Firm's client is the corporate entity. Individuals who may require personal legal representation in connection with the matters described herein—whether as subjects, targets, or witnesses of any government inquiry—should retain separate legal counsel at their own expense or, as applicable, pursuant to any indemnification and advancement rights they may hold under the Company's organizational documents or employment agreements.
(b) Civil Litigation. This engagement does not include the defense or prosecution of any civil litigation, including but not limited to shareholder derivative actions, securities class actions, breach of contract claims, or commercial disputes that may arise in connection with or as a consequence of the government inquiry.
(c) Non-U.S. Regulatory Matters. This engagement does not include representation of the Company or any subsidiary before regulatory or enforcement authorities outside the United States, including without limitation the Dubai Financial Services Authority, the Central Bank of the UAE, the UK Office of Financial Sanctions Implementation, the European Commission, or any German federal or state regulatory authority. Should the Company require representation in non-U.S. jurisdictions, the Firm can recommend qualified local counsel.
(d) Tax Advice. This engagement does not include the provision of tax advice, tax planning, or tax compliance services of any kind, including with respect to any potential tax consequences of settlements, penalties, forfeitures, or disgorgement.
Any expansion of the scope of this engagement—including, by way of example and without limitation, the preparation and filing of voluntary self-disclosures with OFAC or BIS, representation in related civil litigation, or engagement with non-U.S. regulatory authorities—will be the subject of a supplemental engagement letter to be executed by both parties before any such expanded services are undertaken.
3. Responsible Attorneys and Staffing
3.1 Responsible Partner
Victoria Chambers, Partner, White Collar Defense & Investigations Group, based in the Firm's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006), shall serve as the Responsible Partner for this engagement. Ms. Chambers will have overall supervisory responsibility for the engagement, including the direction and coordination of all workstreams, the development of investigation strategy, and primary responsibility for communications with the DOJ and other government agencies. Ms. Chambers will serve as the primary point of contact for you and the Company's senior leadership on matters of legal strategy and case management.
3.2 Billing Partner
Howard Quinn, Partner, White Collar Defense & Investigations Group, based in the Firm's New York office (450 Lexington Avenue, 38th Floor, New York, NY 10017), shall serve as the Billing Partner for this engagement. Mr. Quinn will be responsible for all billing, fee arrangements, and financial administration of the matter, including the preparation and review of monthly invoices, the management of expense reimbursements, and coordination with the Company's finance team regarding payment matters. Mr. Quinn will also serve as a senior member of the engagement team providing substantive legal services.
3.3 Core Team
In addition to Ms. Chambers and Mr. Quinn, the following attorneys, paralegals, and support professionals have been assigned to the core team for this engagement:
Jasmine Thornton, Associate, White Collar Defense & Investigations Group, Washington, D.C. — Ms. Thornton will serve as the Lead Associate responsible for day-to-day management of the internal investigation, including the coordination and conduct of witness interviews, the preparation of investigation memoranda and analyses, and primary liaison responsibilities with the DOJ and other government agencies on a working level.
Liam Donahue, Associate, White Collar Defense & Investigations Group, New York — Mr. Donahue will serve as a Working Associate supporting document review and analysis, counterparty due diligence and analysis, and the preparation of investigation memoranda and written work product.
Conrad Reeves, Senior Counsel, Export Controls & Sanctions, Washington, D.C. — Mr. Reeves will provide specialized expertise on OFAC sanctions programs (including the Specially Designated Nationals and blocked Persons List, sectoral sanctions, and secondary sanctions), EAR export control regulations, Export Control Classification Numbers (including ECCN 2B350 and ECCN 2B999), license requirements and exceptions, and the design and implementation of sanctions and export control compliance programs.
Amara Osei, Associate, White Collar Defense & Investigations Group, London (30 St Mary Axe, 12th Floor, London EC3A 8BF, United Kingdom) — Ms. Osei will support the cross-border aspects of the engagement, including analysis of UAE law and DIFC regulatory requirements as they relate to the internal investigation, assistance with the conduct of witness interviews in international jurisdictions, and coordination with local counsel in the UAE, Germany, Nigeria, and the Cayman Islands as necessary.
Nicholas Ferreira, Associate, White Collar Defense & Investigations Group, Houston (1200 McKinney Street, Suite 2100, Houston, TX 77010) — Mr. Ferreira will support the U.S.-side aspects of the engagement, including the conduct of witness interviews with Houston-based personnel, coordination of document collection from the Company's Houston office and Dunmore upstream Americas LLC, and matters related to individual personnel.
Elena Vasquez, Paralegal Manager, Washington, D.C. — Ms. Vasquez will coordinate paralegal resources across the engagement team, manage witness interview logistics (including scheduling, preparation of witness binders, and maintenance of the witness interview tracker), and oversee document management protocols.
Thomas Bradshaw, Senior Paralegal and e-discovery Lead, New York — Mr. Bradshaw will oversee the e-discovery process, including coordination with e-discovery vendors, establishment and maintenance of Bates-stamping and document numbering protocols, management of the privilege review process, and oversight of document productions to the government.
3.4 Additional Staffing
The Firm may assign additional attorneys, paralegals, and support staff to this engagement as the needs of the matter require. The Firm's offices in New York, Washington, D.C., Houston, London, and Dubai may each be involved in various workstreams of the engagement. The Firm will endeavor to staff the matter efficiently and in a manner consistent with the staffing plan and budget estimate to be provided to the Company under separate cover. The Client will be notified of any material changes in staffing, including the assignment of any additional partner or the departure from the matter of any core team member listed above.
4. Matter Number and Administration
This matter has been assigned Firm Matter Number 1016-00009. All time entries, expenses, disbursements, correspondence, and other records relating to this engagement should reference this matter number. We ask that you and your colleagues use this matter number in all communications with the Firm to facilitate accurate tracking and administration.
Marcus Wellbourne, Esq., General Counsel, Dunmore Energy Holdings Ltd., shall serve as the primary client contact for purposes of this engagement. All material communications from the Firm regarding the status of the engagement, legal strategy, and significant developments will be directed to you in the first instance. The Firm may also communicate directly with Callum Renshaw (Chief Executive Officer) and Sandra Whitfield (Chief Financial Officer) as authorized by you, and you hereby confirm your authorization for such communications. Should you wish to designate additional authorized contacts or modify the foregoing authorizations, please advise us in writing.
5. Billing Rates and Fees
5.1 Hourly Rate Schedule
The Firm will bill for professional services on an hourly basis at the Firm's standard hourly rates. The standard hourly rate ranges for the categories of professionals initially assigned to this matter are as follows (rates effective as of January 1, 2022):
The individual hourly rates for the professionals initially assigned to this engagement are as follows:
The Firm's standard hourly rates are subject to annual adjustment, typically effective in January of each year. The Firm will provide the Company with advance written notice of any rate adjustments not less than thirty (30) days before such adjustments take effect. Any rate adjustments will apply only to services performed on or after the effective date of the adjustment.
5.2 Preliminary Budget Estimate
Based on our understanding of the matter as of the date of this letter—including our preliminary assessment of the likely scope of the government inquiry, the volume of potentially relevant documents across multiple jurisdictions, and the number of witnesses who may need to be interviewed—the Firm estimates that the total professional fees for the initial phase of the engagement (covering approximately the first six months, through approximately October 2022) may range from $4,500,000 to $7,000,000. This initial phase is expected to encompass subpoena response and negotiations with the government regarding the scope and timing of productions, document collection from custodians and data sources across the Dunmore Entities, document processing and review (including privilege review), initial witness interviews of key custodians and fact witnesses, preliminary analysis and assessment of potential exposure, and the development of a cooperation strategy.
This estimate is preliminary and non-binding. Actual fees will depend on numerous factors that are difficult to predict at this stage, including without limitation the scope and intensity of the government inquiry, the volume of documents collected and requiring review, the number of witnesses to be interviewed, the complexity of the underlying transactions, the degree to which additional subsidiaries or counterparties become relevant, and the pace and direction of the government's investigation. The Firm will provide regular updates on fees incurred and projected, and will promptly advise the Company if actual fees are likely to materially exceed this preliminary estimate.
A detailed staffing plan and budget estimate memorandum will be provided to the Company separately on or about April 18, 2022.
5.3 Expenses and Disbursements
In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:
•  Domestic and international travel expenses, including airfare, ground transportation, and lodging;
•  Meals incurred during travel or in connection with working sessions;
•  Document reproduction, printing, and production costs;
•  Court reporter and stenographic fees;
•  Expert witness and consultant fees and expenses;
•  Translation and interpretation services;
•  Telecommunications charges, including international calling and secure communications;
•  Courier, express delivery, and postage costs;
•  Filing fees, certification fees, and related governmental charges; and
•  Other reasonable expenses directly related to the engagement.
With respect to third-party vendor engagements—including, in particular, e-discovery vendors, forensic accountants, and compliance consultants—such vendors will be engaged directly by the Client or at the Client's direction, with the Firm facilitating such engagements as needed, including assisting with the evaluation and selection of vendors, the negotiation of vendor contracts, and the management of vendor work product. The Firm anticipates recommending the retention of: (i) an e-discovery vendor for document collection, processing, hosting, and technology-assisted review ("TAR") across multiple jurisdictions; and (ii) a forensic accounting firm for transaction tracing, payment flow analysis, and related financial analysis in support of the internal investigation. The costs of such third-party vendors are separate from and in addition to the Firm's professional fees and will be billed by the vendors directly to the Client or advanced by the Firm and passed through to the Client, as the parties may agree.
5.4 Billing Cycle and Payment Terms
The Firm will render invoices for professional fees and expenses on a monthly basis, typically within fifteen (15) business days following the end of each calendar month. Each invoice will include a summary of professional fees by timekeeper, a description of services rendered (in a level of detail consistent with the Company's billing guidelines, if any, as communicated to the Firm), and an itemization of expenses and disbursements.
Payment of each invoice is due within thirty (30) days of the invoice date. Amounts remaining unpaid after thirty (30) days from the invoice date will bear interest at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is lower, from the date payment was due until the date of actual payment.
Invoices will be directed to the attention of Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd., at the Company's Houston office address, with copies to Marcus Wellbourne, Esq., General Counsel. The Firm is prepared to submit invoices electronically through the Company's accounts payable system or legal billing platform, if applicable, and will coordinate with Ms. Whitfield regarding the Company's preferred invoice submission procedures.
6. Client Identity and Affiliated Entities
We wish to confirm clearly and for the avoidance of any doubt that the Firm's client in this engagement is Dunmore Energy Holdings Ltd., the Cayman Islands exempted company. The Firm's representation extends to the subsidiaries listed in Section 2.1 above—namely, Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd.—solely in connection with the matters described in this letter and only to the extent that such representation is consistent with applicable professional responsibility rules and conflict considerations. The extension of our representation to any subsidiary is subject to ongoing conflict monitoring, and should a conflict arise between the interests of the parent company and any subsidiary, the Firm's primary obligation will be to the parent company, Dunmore Energy Holdings Ltd.
The Firm does not represent any individual officer, director, employee, agent, consultant, or shareholder of Dunmore or any of its subsidiaries in their individual or personal capacities. This includes, without limitation, the following individuals:
•  Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd.;
•  Derek Hargrave, President, Dunmore Trading International Ltd.;
•  Natasha Sorokin, Senior Trader, Dunmore Trading International Ltd.;
•  Gerald Fisk, Chief Compliance Officer, Dunmore Energy Holdings Ltd.;
•  Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd.;
•  Omar Al-Rashidi, Head of Middle East Operations, Dunmore Trading International Ltd.;
•  Yves Leclerc, Director of Logistics, Dunmore Trading International Ltd.;
•  Rajesh Malhotra, Controller, Dunmore Trading International Ltd.; and
•  Tobias Engel, Managing Director, Dunmore Renewables GmbH.
Any communications between the Firm and the above-named individuals will be conducted in furtherance of our representation of the Company, and the attorney-client privilege with respect to such communications belongs to the Company. The Company, acting through its authorized representatives, controls the privilege and has the exclusive right to assert or waive it.
The Firm does not represent any of the Company's equity holders, including Greystone Capital Partners Fund IV, L.P. (which we understand holds approximately 62.5% of the equity of Dunmore Energy Holdings Ltd.), Greystone Capital Management LLC (the general partner or investment manager of such fund), Thornbury Infrastructure Fund II, L.P. (which we understand holds approximately 15% of the equity of Dunmore Energy Holdings Ltd.), or Thornbury Asset Management Ltd. (the general partner or investment manager of such fund). These entities are not our clients for purposes of this or any engagement.
We note that Harwood & Pennington LLP (599 Lexington Avenue, 22nd Floor, New York, NY 10022) serves as outside counsel to Greystone Capital Partners and its affiliated funds. In order to facilitate the efficient sharing of information between the Company and its principal equity holder regarding the status of the government inquiry and the internal investigation—while preserving the attorney-client privilege and work product protections applicable to such information—the Firm may propose the negotiation and execution of a common interest agreement or joint defense agreement between and among the Company, Greystone Capital Partners Fund IV, L.P. (through Harwood & Pennington LLP), and potentially Thornbury Infrastructure Fund II, L.P. (through its counsel, if separately represented). Any such agreement will be subject to the Company's review and approval before execution.
7. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check as of April 13, 2022, in accordance with its internal conflict clearance procedures and the applicable rules of professional conduct. The conflict check covered the following entities and individuals:
•  Dunmore Energy Holdings Ltd. and all identified subsidiaries (Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd.);
•  Petronova Trading FZE;
•  Volkhov Industrial Group JSC;
•  Zenith Petroleum DMCC;
•  Caspian Logistik GmbH;
•  Greystone Capital Partners Fund IV, L.P.;
•  Greystone Capital Management LLC;
•  Thornbury Infrastructure Fund II, L.P.;
•  Thornbury Asset Management Ltd.; and
•  The key individuals identified in Section 6 above, including Callum Renshaw, Derek Hargrave, Natasha Sorokin, Gerald Fisk, Sandra Whitfield, Omar Al-Rashidi, Yves Leclerc, Rajesh Malhotra, and Tobias Engel.
Based on the results of this conflict check, the Firm has determined that it is able to undertake this representation. The Firm is not currently representing and has not recently represented any of the counterparties at issue—specifically, Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, or Caspian Logistik GmbH—or any of the individual officers or employees of the Client listed above, in any matter.
You should be aware, however, that in a matter of this nature and complexity, the possibility exists that conflicts of interest may arise during the course of the engagement. Such conflicts could emerge, for example, if the interests of the Company diverge from or become adverse to the interests of individual current or former officers, directors, or employees, or if the interests of the parent company diverge from those of one or more of its subsidiaries. If any actual or potential conflict arises during the course of our representation, the Firm will promptly notify you and discuss appropriate steps, which may include the engagement of separate counsel for the affected individual or subsidiary. The Firm's primary and overriding obligation in this engagement is to the corporate entity, Dunmore Energy Holdings Ltd.
8. Privileged Communications and Work Product
All communications between Calderwood & Harkness and Dunmore, its authorized representatives, officers, and employees in connection with this engagement are intended to be, and should be treated as, protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. This includes oral and written communications, memoranda, analyses, reports, interview notes, investigation findings, recommendations, and all other materials prepared by or at the direction of the Firm in connection with this engagement.
The protection of the attorney-client privilege and work product doctrine is critically important in the context of a government investigation. The decision to waive any privilege, in whole or in part—including through voluntary disclosures, proffers, or presentations to the DOJ, OFAC, BIS, or other governmental agencies—is a significant decision that will be made by the Client, acting through its authorized representatives, upon the recommendation of the Firm. The Firm will not waive or disclose privileged or work product-protected information without the express prior authorization of the Client.
The Firm will establish and maintain protocols to protect privileged and work product-protected information throughout the engagement, including in connection with document collection, document review, document production to the government, witness interviews, and communications with third parties. A separate memorandum regarding privilege and work product protocols—including the use of privilege logs, the conduct of "Upjohn" warnings during witness interviews, and the handling of documents that may contain privileged communications—will be provided to the Company.
9. Document Preservation and Litigation Hold
In light of the anticipated government inquiry, the Company has an immediate and ongoing obligation to preserve all documents, electronically stored information ("ESI"), and other materials that are or may be relevant to the matters described in this letter. The failure to preserve such materials could result in severe adverse consequences, including adverse inferences, sanctions, and potential criminal liability for obstruction of justice.
The Firm will promptly prepare and issue litigation hold notices (also known as document preservation notices) to all relevant custodians across all Dunmore Entities globally. These notices will direct the recipients to preserve all documents, ESI, and other materials potentially relevant to the government inquiry, including without limitation emails, instant messages, text messages, chat logs, memoranda, reports, spreadsheets, contracts, invoices, shipping documents, financial records, compliance records, and any other business records, in whatever format they may exist, including paper, electronic, and cloud-based formats.
The Client agrees to take all reasonable steps to ensure full and timely compliance with the litigation hold, including but not limited to directing all officers, employees, and agents of the Dunmore Entities to comply with the hold, suspending any routine document destruction or retention schedule that might result in the destruction of potentially relevant materials, and notifying the Firm promptly if the Client becomes aware of any failure to comply with the hold or any destruction of potentially relevant materials.
The Firm anticipates issuing the initial litigation hold notice on or about April 20, 2022. A template of the litigation hold notice will be provided to you for review before issuance. We ask that you identify for us as soon as practicable all custodians and data sources that should be subject to the hold, and we will work with you to develop a comprehensive custodian list.
10. Third-Party Vendors and Consultants
In connection with this engagement, the Firm anticipates recommending the retention of the following categories of third-party service providers, whose fees and expenses will be the responsibility of the Client (either through direct engagement by the Client or through advancement by the Firm and pass-through to the Client, as the parties may agree):
(a) E-discovery Vendor. An e-discovery vendor will be needed for the collection, processing, hosting, and technology-assisted review of electronically stored information across multiple jurisdictions, including the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. Given the multinational scope of the Dunmore Entities and the likely volume of potentially relevant data, the selection of a vendor with robust cross-border data collection capabilities and compliance with applicable data protection and privacy laws (including the EU General Data Protection Regulation and the UAE Data Protection Law) will be essential.
(b) Forensic Accounting Consultant. A forensic accounting firm will be needed to assist with the tracing of transaction flows, the analysis of payment patterns involving the counterparties at issue (including Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH), and the preparation of financial analyses and transaction summaries in support of the internal investigation and any presentations to the government.
(c) Sanctions and Export Control Compliance Consultant. A specialized sanctions and export control compliance consultant may be needed to assess the Company's existing compliance program (including policies, procedures, training, screening tools, and internal controls), identify deficiencies, design remediation measures, and develop an enhanced compliance framework in accordance with OFAC's and BIS's published guidance regarding the hallmarks of an effective compliance program.
Specific vendor recommendations, including proposals and estimated costs, will be provided to the Company for review and approval before any third-party vendor is engaged. The Firm will coordinate the selection, engagement, and management of such vendors, but the ultimate decision to engage any vendor, and the terms of such engagement, will be subject to the Company's approval.
11. Insurance Notification
The Firm recommends that the Company promptly notify its directors' and officers' ("D&O") liability insurance carrier of the DOJ inquiry, the retention of defense counsel, and the commencement of the internal investigation. Timely notification to the carrier is critical to preserving the Company's rights under the policy, including coverage for defense costs and, potentially, settlement amounts or penalties.
We understand that the Company currently maintains a D&O liability insurance policy with Garrison Mutual Insurance Co. under Policy No. GM-DO-2021-08734, with an aggregate policy limit of $50,000,000, a per-claim limit of $10,000,000, and a self-insured retention of $2,500,000. Howard Quinn will coordinate with the carrier and the Company's insurance broker, as appropriate, regarding the scope of coverage for defense costs incurred in connection with this engagement, the application of the self-insured retention, and any requirements or conditions of coverage (including cooperation obligations, consent-to-settle provisions, and reporting requirements). The Firm will work with you and with the carrier to ensure that the Company's rights under the policy are fully preserved.
12. Indemnification and Advancement
The Firm notes that the Company may have indemnification and advancement obligations under Cayman Islands law, its memorandum and articles of association, and individual employment or indemnification agreements with respect to current and former officers, directors, and employees who become subjects of, targets of, or witnesses in the government inquiry. Such obligations may include the duty to advance defense costs to individuals who retain separate counsel in connection with the matters described herein, subject to any applicable undertaking to repay such amounts if it is ultimately determined that the individual is not entitled to indemnification.
The Firm will analyze the Company's indemnification and advancement obligations under the applicable legal frameworks and provide a separate memorandum addressing the Company's duties with respect to the advancement of defense costs for individuals who retain separate counsel. This analysis will include a review of the Company's organizational documents, any individual indemnification agreements, and the relevant provisions of Cayman Islands law, as well as any analogous obligations that may exist under the laws of other jurisdictions in which the Dunmore Entities operate.
13. Shareholder and Board Communications
The Firm will provide periodic status updates on the progress of the engagement, the internal investigation, and any government interactions to you, in your capacity as General Counsel, as well as to Callum Renshaw (CEO) and Sandra Whitfield (CFO), as authorized by you.
In addition, as directed by you and subject to appropriate privilege protections, the Firm will participate in presentations and updates to the Board of Directors of Dunmore Energy Holdings Ltd. regarding the status and findings of the internal investigation and the government inquiry. The Firm will also, as directed, participate in presentations or information-sharing sessions with the Company's shareholders, including Greystone Capital Partners Fund IV, L.P. (through its counsel at Harwood & Pennington LLP) and Thornbury Infrastructure Fund II, L.P., in each case pursuant to the terms of any common interest agreement or joint defense agreement that may be put in place as described in Section 6 above. All such communications with shareholders and their counsel will be structured to preserve the attorney-client privilege and work product protections, and the Firm will advise you on the appropriate framework and protocols for such communications.
14. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination, although the Firm would appreciate the opportunity to discuss any concerns that may give rise to a decision to terminate.
In the event of termination by either party, the Client shall remain responsible for payment of all professional fees and expenses incurred by the Firm through the date of termination, including fees for services rendered and expenses incurred or committed prior to the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above.
Upon termination, the Firm will take all reasonable steps to protect the Client's interests during the transition, including providing reasonable cooperation in the transfer of the matter to successor counsel, complying with any applicable court rules or government requirements regarding withdrawal of counsel, and delivering to the Client or successor counsel all client files and materials (subject to the Firm's right to retain copies as provided in Section 15 below).
15. File Retention
Upon conclusion of the engagement, the Firm will retain client files and materials in accordance with its standard file retention policy, which currently provides for retention of closed files for a period of ten (10) years from the date of file closure, after which files may be destroyed in the ordinary course without further notice to the Client. Originals of documents provided by the Client to the Firm during the course of the engagement will be returned to the Client upon request. The Firm may retain copies of all file materials for its own records, including for conflict-checking, quality assurance, and defense of any claims arising from the engagement.
16. Governing Law and Dispute Resolution
This engagement letter and all matters arising out of or relating to the Firm's representation of the Client, including any claims for malpractice, breach of fiduciary duty, or breach of contract, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client that cannot be resolved by mutual agreement of the parties shall be submitted to and resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties or, failing such agreement within thirty (30) days, appointed by the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
17. Acceptance and Execution
We are confident that Calderwood & Harkness can provide the highest quality legal services to Dunmore in connection with this critical and sensitive matter. We look forward to working with you and the Dunmore team.
If the foregoing accurately reflects your understanding and agreement, please sign and return a copy of this letter to the undersigned. Your signature will confirm that Dunmore Energy Holdings Ltd. has read, understood, and agreed to the terms and conditions set forth herein. Please retain a fully executed copy for your records.
We request that you return the executed copy of this letter at your earliest convenience, and in any event no later than April 21, 2022.
Please do not hesitate to contact Victoria Chambers at (202) 555-7412 or vchambers@calderwoodharkness.com, or Howard Quinn at (212) 555-9304 or hquinn@calderwoodharkness.com, if you have any questions regarding this letter or the engagement.
With kind regards,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Victoria Chambers
Title: Partner, White Collar Defense & Investigations Group
Date: ________
By: ________
Name: Howard Quinn
Title: Partner, White Collar Defense & Investigations Group
Date: ________
AGREED AND ACCEPTED:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Wellbourne, Esq.
Title: General Counsel, Dunmore Energy Holdings Ltd.
Date: ________
Enclosures
None enclosed. The following documents will be provided under separate cover:
1.  Conflict Check Memorandum (dated April 13, 2022)
2.  Staffing Plan & Budget Estimate Memorandum (to be dated April 18, 2022)
3.  Litigation Hold Notice Template (to be dated April 20, 2022)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP | 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006 Matter No. 1016-00009
Category | Hourly Rate Range
Partners | $1,450 – $1,750 per hour
Senior Counsel | $1,250 – $1,400 per hour
Associates | $750 – $1,100 per hour
Paralegals / Paralegal Managers | $350 – $475 per hour
Professional | Title | Hourly Rate
Victoria Chambers | Partner | $1,700/hour
Howard Quinn | Partner | $1,650/hour
Conrad Reeves | Senior Counsel | $1,350/hour
Jasmine Thornton | Associate | $1,050/hour
Liam Donahue | Associate | $925/hour
Amara Osei | Associate | $875/hour
Nicholas Ferreira | Associate | $850/hour
Elena Vasquez | Paralegal Manager | $425/hour
Thomas Bradshaw | Senior Paralegal / e-discovery Lead | $400/hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

DUNMORE ENERGY HOLDINGS LTD.

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