1016-00009 · Dunmore Energy Holdings · Engagement & Scope

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED WORK PRODUCT DOCTRINE COMMON INTEREST / JOINT DEFENSE PRIVILEGE

JOINT DEFENSE AND COMMON INTEREST AGREEMENT

April 25, 2022

This Joint Defense and Common Interest Agreement (this "Agreement") is entered into as of April 25, 2022 (the "Effective Date"), by and among the following parties:

1. Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Company Registration No. MC-334821), with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, and its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, TX 77010, USA ("Dunmore" or "DEH");

2. Greystone Capital Partners Fund IV, L.P., a Delaware limited partnership, acting by its general partner, Greystone Capital Management LLC, a Delaware limited liability company, with offices at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA ("Greystone" or "Greystone Fund IV"); and

3. Thornbury Infrastructure Fund II, L.P., a Cayman Islands limited partnership, acting by its general partner, Thornbury Asset Management Ltd., a limited company organized under the laws of England and Wales, with offices in London, United Kingdom ("Thornbury" or "Thornbury Fund II").

Each of the foregoing is referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. The Matter. The U.S. Department of Justice, National Security Division, Counterintelligence and Export Control Section (the "DOJ"), has opened an inquiry (the "DOJ Inquiry") concerning Dunmore Energy Holdings Ltd. and its subsidiaries, including Dunmore Trading International Ltd. ("DTI"), a limited company licensed in the Dubai International Financial Centre (DIFC License No. CL-4827), 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 Executive Order 14024 (April 15, 2021), entitled "Blocking Property With Respect To Specified Harmful Foreign Activities of the Government of the Russian Federation," and Directive 2 under Executive Order 13662, as well as U.S. export control regulations under the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including specifically EAR §746.5 (Russia/Belarus sanctions). On April 19, 2022, a grand jury subpoena (GJ No. 22-418) was issued by the U.S. District Court for the District of Columbia (Grand Jury 22-2) to Dunmore Energy Holdings Ltd. seeking documents related to, among other categories, transactions with Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH, covering the period from January 1, 2019 forward. The DOJ Inquiry involves potential violations of 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. The lead prosecutor assigned to the matter is Assistant U.S. Attorney Meredith Calloway of the DOJ National Security Division, assisted by Trial Attorneys Samuel Kovacs and Diana Pressman of the Counterintelligence and Export Control Section (collectively, the "DOJ Inquiry," the "Investigation," or, as more fully defined in Section 1.4, the "Matter").

B. Ownership Structure and Common Interest. Greystone Fund IV holds a 62.5% equity interest in Dunmore Energy Holdings Ltd. as its majority shareholder. Dunmore management holds a 22.5% equity interest in Dunmore Energy Holdings Ltd. Thornbury Fund II holds a 15.0% equity interest in Dunmore Energy Holdings Ltd. as a minority shareholder. Together, Greystone, Thornbury, and Dunmore management hold 100% of the equity of DEH. As equity holders and stakeholders in Dunmore, the Parties share a common legal interest in the defense of Dunmore and the protection of their respective financial, legal, and reputational interests in connection with the DOJ Inquiry and related matters. The Parties recognize that the DOJ Inquiry has the potential to result in criminal charges, civil penalties, administrative sanctions, disgorgement orders, and other adverse consequences that would materially affect the value of their respective equity interests and the ongoing operations of Dunmore and its subsidiaries.

C. Retention of Counsel. Dunmore has retained Calderwood & Harkness LLP ("C&H") as its defense counsel in connection with the DOJ Inquiry and related matters, with Victoria Chambers (Responsible Partner, White Collar & Investigations Practice Group, Washington, D.C. office, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006) serving as responsible partner and Howard Quinn (Billing Partner, White Collar & Investigations Practice Group, New York office, 450 Lexington Avenue, 38th Floor, New York, NY 10017) serving as billing partner (Calderwood & Harkness Matter No. 1016-00009). Greystone has retained Harwood & Pennington LLP ("H&P") as its outside counsel in connection with the DOJ Inquiry and related matters, with Arthur Pennington III serving as lead partner, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA. Thornbury is represented by its in-house counsel, Helen Cresswell, Managing Director at Thornbury Asset Management Ltd., and Thornbury reserves the right to engage outside counsel at any time and to designate such outside counsel under this Agreement upon written notice to the other Parties in accordance with Section 10.5.

D. Purpose. The Parties desire to enter into this Agreement to facilitate the sharing of privileged and work-product-protected information among themselves and their respective counsel, without waiver of any applicable privileges, immunities, or protections, in furtherance of their common legal interest in the defense and resolution of the DOJ Inquiry and related matters. The Parties believe that the coordinated exchange of information, legal analyses, factual findings, and strategic assessments will enable them to more effectively protect their shared interests and to present a coordinated and consistent defense.

E. Legal Basis. This Agreement is entered into pursuant to the common interest doctrine (also referred to as the "joint defense privilege" or "community of interest" doctrine) recognized under federal common law, which protects communications among parties who share a common legal interest from compelled disclosure to third parties. See, e.g., United States v. Schwimmer, 892 F.2d 237, 243–44 (2d Cir. 1989); In re Grand Jury Subpoena, 274 F.3d 563, 572 (1st Cir. 2001); United States v. Vane Kaplan CPAs LLP Seidman, LLP, 492 F.3d 806, 815–16 (7th Cir. 2007). The Parties intend that this Agreement and the exchange of information contemplated hereby shall be fully protected under the common interest doctrine and that no waiver of any applicable privilege or protection shall result from such exchange.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 — "Agreement." "Agreement" means this Joint Defense and Common Interest Agreement, as executed by the Parties on the date first written above, including all exhibits, schedules, and attachments hereto, and as the same may be amended, modified, or supplemented from time to time in accordance with Section 10.2.

Section 1.2 — "Common Interest Materials." "Common Interest Materials" means any and all communications, documents, memoranda, analyses, reports, notes, summaries, work product, legal research, factual analyses, interview summaries, forensic accounting findings, e-discovery reports, transaction analyses, compliance assessments, regulatory filings, drafts, presentations, correspondence, opinions, and other materials, whether written, oral, electronic, or in any other form, that are shared among the Parties or their Counsel under this Agreement in connection with the Matter. Common Interest Materials include both materials that are protected by the attorney-client privilege and materials that are protected by the work product doctrine, as well as materials that are protected by any other applicable privilege, immunity, or protection under federal, state, or foreign law. For the avoidance of doubt, Common Interest Materials include materials that were privileged or protected prior to being shared among the Parties, and the sharing of such materials under this Agreement shall not alter or diminish their privileged or protected status.

Section 1.3 — "Counsel." "Counsel" means:

(a) For Dunmore: Calderwood & Harkness LLP, and specifically Victoria Chambers (Responsible Partner), Howard Quinn (Billing Partner), and the following members of the Calderwood & Harkness team assigned to Calderwood & Harkness Matter No. 1016-00009: Jasmine Thornton (Senior Associate), Liam Donahue (Senior Associate), Conrad Reeves (Associate), Amara Osei (Associate), Nicholas Ferreira (Associate), Elena Vasquez (Associate), and Thomas Bradshaw (Associate), together with such other partners, associates, counsel, paralegals, litigation support staff, and administrative personnel of Calderwood & Harkness LLP as may be assigned to the matter from time to time under the supervision of Victoria Chambers or Howard Quinn;

(b) For Greystone: Harwood & Pennington LLP, and specifically Arthur Pennington III (Lead Partner) and such other designated attorneys, associates, paralegals, and staff of Harwood & Pennington LLP as may be assigned to the matter from time to time under the supervision of Arthur Pennington III;

(c) For Thornbury: The in-house legal department of Thornbury Asset Management Ltd., and specifically Helen Cresswell (Managing Director and General Counsel), or such outside counsel as Thornbury may subsequently designate by written notice to the other Parties in accordance with Section 10.5 of this Agreement; and

(d) In each case, "Counsel" includes partners, associates, of counsel, special counsel, paralegals, legal assistants, litigation support personnel, and staff of such firms or legal departments acting under the supervision of the designated attorneys identified above.

Section 1.4 — "Matter." "Matter" means the DOJ Inquiry, including but not limited to: (a) the grand jury investigation in the U.S. District Court for the District of Columbia (Grand Jury 22-2), including grand jury subpoena GJ No. 22-418 and any subsequent subpoenas, document requests, or investigative demands issued in connection therewith; (b) any related investigation, inquiry, or enforcement action by OFAC; (c) any proceeding, inquiry, or enforcement action under IEEPA, 50 U.S.C. §§ 1701–1706, or ECRA, 50 U.S.C. §§ 4801–4852; (d) any related civil, regulatory, administrative, congressional, or other proceeding arising from or relating to the facts and circumstances described in the Recitals; and (e) any investigation, inquiry, or proceeding by any federal, state, or foreign governmental authority relating to the transactions involving Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, Caspian Logistik GmbH, or any other counterparty or entity implicated in the DOJ Inquiry.

Section 1.5 — "Party" and "Parties." "Party" means each of Dunmore, Greystone, and Thornbury individually. "Parties" means Dunmore, Greystone, and Thornbury collectively, and, following any amendment under Section 10.4, any additional party admitted to this Agreement.

Section 1.6 — "Privileged Information." "Privileged Information" means any information, communication, document, or material that is protected by the attorney-client privilege, the work product doctrine (including opinion work product and fact work product), or any other applicable privilege, immunity, or protection under federal, state, or foreign law, including but not limited to protections recognized under the common interest doctrine, the joint defense privilege, the deliberative process privilege, and any analogous privileges recognized under the laws of the Cayman Islands, the United Kingdom, the United Arab Emirates, or any other relevant jurisdiction.

Section 1.7 — "Producing Party." "Producing Party" means the Party that shares, discloses, or otherwise makes available Common Interest Materials to another Party or its Counsel under this Agreement. A Party may be a Producing Party with respect to certain Common Interest Materials and a Receiving Party with respect to other Common Interest Materials.

Section 1.8 — "Receiving Party." "Receiving Party" means the Party that receives, obtains access to, or is otherwise provided with Common Interest Materials from a Producing Party or its Counsel under this Agreement.

ARTICLE II

COMMON INTEREST AND JOINT DEFENSE

Section 2.1 — Acknowledgment of Common Interest. The Parties acknowledge and agree that they share a common legal interest in the Matter and that the sharing of Common Interest Materials among themselves and their respective Counsel is necessary and appropriate to advance that common legal interest. The Parties further acknowledge that their common interest is genuine, substantial, and directly related to the pending and anticipated legal proceedings arising from the DOJ Inquiry. The common interest shared by the Parties includes, but is not limited to:

(a) The defense of Dunmore Energy Holdings Ltd. and its subsidiaries, including Dunmore Trading International Ltd. (DTI), Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd., in connection with the DOJ Inquiry and all related proceedings;

(b) The protection of the equity interests of Greystone Fund IV (62.5%) and Thornbury Fund II (15.0%) in Dunmore Energy Holdings Ltd., including the preservation of the enterprise value of Dunmore and its subsidiaries and the mitigation of potential financial exposure arising from the DOJ Inquiry;

(c) The evaluation and mitigation of potential civil, criminal, and administrative liability arising from the conduct at issue, including but not limited to the activities of DTI's Dubai trading desk and related transactions with sanctioned or potentially sanctioned counterparties;

(d) The coordination of remediation and compliance efforts across Dunmore and its subsidiaries, including the enhancement of sanctions compliance programs, export control compliance programs, and internal controls; and

(e) The development of a coordinated factual narrative and legal strategy to present to the DOJ, OFAC, and any other governmental authorities in connection with the resolution of the Matter.

Section 2.2 — No Attorney-Client Relationship Created. Nothing in this Agreement shall be construed to create an attorney-client relationship between any Party and the Counsel of another Party. Calderwood & Harkness LLP represents Dunmore only. Harwood & Pennington LLP represents Greystone only. Thornbury's in-house counsel and any outside counsel retained by Thornbury represent Thornbury only. Each Party's Counsel owes duties of loyalty, confidentiality, competence, and diligence solely to its own client. No Party shall have the right to direct, control, or otherwise influence the professional judgment or conduct of another Party's Counsel. No Party shall be deemed to be the client of another Party's Counsel by virtue of the sharing of Common Interest Materials or the participation in joint defense meetings, calls, or other communications under this Agreement.

Section 2.3 — Independent Counsel. Each Party retains the right, at all times, to make independent decisions regarding the conduct of the Matter, including but not limited to decisions regarding: (a) cooperation with the DOJ, including whether to enter into a cooperation agreement, proffer agreement, or non-prosecution agreement; (b) voluntary self-disclosures to OFAC or other governmental agencies, including the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce; (c) remediation measures and compliance enhancements; (d) settlement or resolution of the Matter, including any plea agreement, deferred prosecution agreement, or civil resolution; (e) the assertion or waiver of any privilege or protection; and (f) any other strategic, legal, or business decision relating to the Matter. No Party shall be bound by the decisions of any other Party, and no Party shall be required to obtain the consent or approval of any other Party before taking any action in connection with the Matter, except as expressly provided in this Agreement.

ARTICLE III

SHARING OF COMMON INTEREST MATERIALS

Section 3.1 — Authorization to Share. Each Party hereby authorizes its Counsel to share Common Interest Materials with the other Parties and their respective Counsel, subject to and in accordance with the terms and conditions of this Agreement. Such authorization extends to the sharing of materials that are protected by the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection, and is given in reliance on the common interest doctrine and the mutual understanding that such sharing shall not constitute a waiver of any such privilege or protection. The sharing of Common Interest Materials is voluntary; no Party is obligated to share any particular item or category of Privileged Information or other Common Interest Materials, and the decision whether to share any particular material shall be made by the Producing Party and its Counsel in their sole discretion, in the exercise of their independent professional judgment.

Section 3.2 — Types of Materials Subject to Sharing. The following types of materials may be shared as Common Interest Materials, to the extent the Producing Party, in consultation with its Counsel, determines that sharing is appropriate in furtherance of the Parties' common legal interest:

(a) Legal Memoranda and Analyses. Legal memoranda, research memoranda, opinion letters, legal analyses, and briefing papers regarding the DOJ Inquiry, OFAC sanctions programs (including the Specially Designated Nationals and blocked Persons List ("SDN List"), the Sectoral Sanctions Identifications List ("SSI List"), and the 50 Percent Rule), EAR requirements, IEEPA, ECRA, and any other applicable law, regulation, or executive order;

(b) Document Review Summaries and Analyses. Summaries and analyses of documents collected, reviewed, and produced in response to grand jury subpoena GJ No. 22-418, and any subsequent document requests or subpoenas, including reporting and analytics generated by Nexagen Analytics Inc. (the e-discovery vendor retained by Calderwood & Harkness on behalf of Dunmore), which is currently processing a collection of approximately 2,347,812 documents from Dunmore's internal systems, email servers, trading platforms, and electronic repositories;

(c) Witness Interview Summaries. Summaries of findings from witness interviews and investigative debriefings, noting that Calderwood & Harkness is conducting interviews of approximately 47 current and former employees of Dunmore and its subsidiaries across three rounds of interviews (Round 1: April–May 2022; Round 2: June–July 2022; Round 3: anticipated September–October 2022), to the extent such summaries are not subject to Upjohn warnings, individual privilege assertions, or other limitations that, in the judgment of the Producing Party's Counsel, would render sharing inappropriate;

(d) Forensic Accounting Analyses. Forensic accounting analyses, findings, reports, and related materials prepared by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319; engagement lead Dr. Margaret Liu, CPA, CFF, CAMS), which has been retained by Calderwood & Harkness on behalf of Dunmore as a consulting expert in connection with the DOJ Inquiry, including analyses of transaction flows, beneficial ownership structures, payment patterns, and the identification of potentially sanctions-related transactions;

(e) Compliance Program Assessments. Compliance program assessments, gap analyses, benchmarking reports, and remediation plans prepared in coordination with Pemberton Investors Solutions LLC (lead consultant Dr. Anton Bremer, CAMS, CGSS), including assessments of Dunmore's sanctions compliance program, export control compliance program, Know Your Customer ("KYC") and Customer Due Diligence ("CDD") procedures, and related internal controls;

(f) DOJ Proffer Materials. Proffer presentations, white papers, position papers, submissions, and correspondence with the DOJ (specifically AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Diana Pressman, and their staff), to the extent deemed appropriate by Dunmore's Counsel, and subject to the limitations set forth in Section 5.2 regarding selective waiver;

(g) Financial and Transaction Analyses. Financial analyses relevant to the transactions at issue in the DOJ Inquiry, including but not limited to: (i) the 14 crude oil swap transactions (approximately $218.7 million in total notional value) executed between DTI and Petronova Trading FZE and/or Zenith Petroleum DMCC during the period from March 2019 through February 2022; (ii) oilfield equipment export transactions (approximately $12.4 million in aggregate value) routed through Caspian Logistik GmbH during the period from June 2020 through December 2021; and (iii) payment flows through Crescent Commercial Bank PJSC (approximately $34.2 million across 127 individual wire transfer transactions during the period from January 2019 through March 2022), including analyses of correspondent banking relationships, intermediary payment flows, and potential sanctions screening failures; and

(h) Status Updates. Updates regarding the status of the DOJ Inquiry, OFAC voluntary self-disclosure proceedings, BIS enforcement matters, and any related regulatory, administrative, or enforcement actions or proceedings, including information regarding the timing and scope of anticipated DOJ requests, grand jury proceedings, and prosecutorial decision-making.

The foregoing list is illustrative and not exhaustive. The Parties and their Counsel may share additional categories of Common Interest Materials as the Matter develops, subject to the terms and conditions of this Agreement.

Section 3.3 — Method of Sharing. Common Interest Materials shall be shared through direct communications among designated Counsel, whether in person, by telephone, by videoconference (using secure platforms such as those approved by each Party's Counsel), or by secure electronic transmission (including encrypted email, secure file-sharing platforms, and password-protected document repositories). The following protocols shall apply:

(a) Written Materials. All written Common Interest Materials, whether transmitted in hard copy or electronic form, shall be conspicuously marked with the following legend on the first page and, where practicable, on each subsequent page:

"PRIVILEGED & CONFIDENTIAL — COMMON INTEREST MATERIAL — SUBJECT TO JOINT DEFENSE AND COMMON INTEREST AGREEMENT DATED APRIL 25, 2022"

(b) Oral Communications. Oral communications among the Parties and their Counsel regarding the Matter need not be contemporaneously documented or transcribed. However, Counsel may prepare internal memoranda or notes reflecting such oral communications for their own files, and any such memoranda or notes shall themselves constitute Privileged Information and Common Interest Materials protected under this Agreement.

(c) Joint Defense Meetings. The Parties and their Counsel may convene joint defense meetings, teleconferences, or videoconferences from time to time to discuss the Matter. Such meetings shall be attended only by authorized representatives of the Parties and their Counsel, and all discussions at such meetings shall be treated as Common Interest Materials.

Section 3.4 — Designated Points of Contact. The following individuals are designated as the primary points of contact for purposes of the sharing of Common Interest Materials under this Agreement:

(a) Dunmore: Victoria Chambers, Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006, USA (Tel: (202) 555-7200; Email: vchambers@calderwoodharkness.com); and Howard Quinn, Calderwood & Harkness LLP, 450 Lexington Avenue, 38th Floor, New York, NY 10017, USA (Tel: (212) 555-3100; Email: hquinn@calderwoodharkness.com).

(b) Greystone: Arthur Pennington III, Harwood & Pennington LLP, 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA (Tel: (212) 555-8400; Email: apennington@harwoodpennington.com).

(c) Thornbury: Helen Cresswell, Thornbury Asset Management Ltd., London, United Kingdom (Tel: +44 (0)20 7555 4300; Email: hcresswell@thornburyam.co.uk), or such outside counsel as Thornbury may subsequently designate by written notice to the other Parties.

All Common Interest Materials shall be shared only through or with the prior approval of the designated points of contact identified above. Changes to designated points of contact shall be communicated by written notice in accordance with Section 10.5.

ARTICLE IV

CONFIDENTIALITY AND NON-DISCLOSURE

Section 4.1 — Confidentiality Obligations. Each Receiving Party shall maintain the strict confidentiality of all Common Interest Materials received under this Agreement and shall not disclose, disseminate, distribute, publish, or otherwise make available such materials to any person or entity other than the following:

(a) The Receiving Party's Counsel, as defined in Section 1.3, to the extent such Counsel has a need to know such materials in connection with the Matter;

(b) The Receiving Party's directors, officers, members, partners, managing directors, or employees who have a legitimate need to know such materials in connection with the Matter, provided that such persons are informed of and agree to be bound by the confidentiality obligations set forth in this Agreement; and

(c) Consultants, experts, forensic accountants, e-discovery vendors, or other third-party service providers retained by the Receiving Party's Counsel in connection with the Matter, provided that such persons or entities are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement, and provided that the Receiving Party's Counsel exercises reasonable supervision over such persons or entities to ensure compliance with such obligations.

Each Receiving Party shall be responsible for ensuring that all persons to whom Common Interest Materials are disclosed pursuant to this Section comply with the terms of this Agreement, and any breach by such persons shall be deemed a breach by the Receiving Party.

Section 4.2 — No Disclosure to Third Parties. No Party shall disclose, produce, or otherwise make available any Common Interest Materials to any third party without the prior written consent of the Producing Party. Without limiting the generality of the foregoing, Common Interest Materials shall not be disclosed to any of the following without the prior written consent of the Producing Party:

(a) The DOJ, including AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Diana Pressman, and any other DOJ personnel;

(b) OFAC, including any personnel of the Office of Compliance and Enforcement or the Office of the Chief Counsel;

(c) The Federal Bureau of Investigation, including Special Agent Paul Reinhardt and any other FBI agents or personnel assigned to the investigation;

(d) The Bureau of Industry and Security or any other component of the U.S. Department of Commerce;

(e) Any other federal, state, local, or foreign governmental authority, regulatory body, or law enforcement agency;

(f) Any court, tribunal, arbitral body, or other adjudicative forum;

(g) Personal counsel for individual current or former employees of Dunmore or its subsidiaries, including without limitation Blackthorn & Associates LLP (Gerald Fisk, Esq., counsel for individual employee), Wexford Keane LLP (Natasha Sorokin, Esq., counsel for individual employee), and Overstreet & McClain PLLC (Derek Hargrave, Esq., counsel for individual employee);

(h) Any auditor, including Ashford & Whitmore LLP (Dunmore's external auditor);

(i) Any lender or creditor, including Meridian National Bank, N.A.;

(j) Any insurance carrier, including Garrison Mutual Insurance Co.;

(k) Any co-investor, portfolio company, fund limited partner, or affiliate of any Party not itself a Party to this Agreement; or

(l) Any other person or entity not authorized to receive Common Interest Materials under Section 4.1.

Section 4.3 — Court-Ordered Disclosure. In the event that any Party or its Counsel receives a subpoena, court order, grand jury subpoena, civil investigative demand, regulatory request, or other legal process requiring or purporting to require disclosure of Common Interest Materials, the Receiving Party shall:

(a) Promptly notify the Producing Party and all other Parties to this Agreement in writing of the receipt of such legal process, providing a copy of the subpoena, order, or other process to the extent permitted by law and not otherwise prohibited (including by grand jury secrecy rules under Federal Rule of Criminal Procedure 6(e));

(b) Assert all available privileges, protections, and objections with respect to the Common Interest Materials sought, including the attorney-client privilege, the work product doctrine, and the common interest / joint defense privilege;

(c) Cooperate with the Producing Party and all other Parties in taking all reasonable and lawful steps to resist or narrow the scope of such disclosure, including by filing motions to quash, motions for protective orders, and interlocutory appeals as appropriate; and

(d) Refrain from producing, disclosing, or otherwise making available any Common Interest Materials in response to such legal process unless and until ordered to do so by a court of competent jurisdiction after all available objections, motions, and appeals have been exhausted, or unless the Producing Party provides prior written consent to such disclosure.

The costs and expenses of resisting court-ordered disclosure shall be borne by the Party or Parties seeking to resist such disclosure, unless the Parties agree otherwise in writing.

Section 4.4 — Security of Materials. All Common Interest Materials in written, electronic, or other tangible form shall be stored securely, and access to such materials shall be limited to those persons authorized to receive them under Section 4.1. Without limiting the foregoing:

(a) Physical copies of Common Interest Materials shall be stored in locked offices, file cabinets, or other secure locations with restricted access;

(b) Electronic copies of Common Interest Materials shall be stored on secure servers, encrypted drives, or password-protected platforms, and shall be transmitted only through encrypted channels (including, at a minimum, TLS-encrypted email or equivalent), in accordance with the security protocols maintained by each Party's Counsel; and

(c) Each Party and its Counsel shall implement reasonable administrative, technical, and physical safeguards to protect Common Interest Materials from unauthorized access, disclosure, alteration, or destruction.

ARTICLE V

PRESERVATION OF PRIVILEGE

Section 5.1 — No Waiver. The Parties intend and agree that the sharing of Common Interest Materials under this Agreement shall not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege, immunity, or protection, whether under federal common law, state law, or the law of any foreign jurisdiction. This Agreement is entered into in express reliance on the common interest doctrine, and the Parties expressly assert that all Common Interest Materials shared hereunder remain protected to the same extent as if they had been shared solely between a single client and its attorney. The Parties further agree that the common interest among them is genuine and that the exchange of information hereunder is undertaken for the purpose of obtaining or providing legal advice and coordinating the legal defense and strategy of the Parties in connection with the Matter. No Party shall argue or contend in any proceeding that the sharing of Common Interest Materials under this Agreement constituted a waiver of any privilege or protection.

Section 5.2 — Selective Waiver. The Parties acknowledge that, in the course of the Matter, one or more Parties may determine, in the exercise of independent judgment and upon the advice of their respective Counsel, that it is in their interest to make a selective disclosure of Privileged Information to the DOJ, OFAC, or any other governmental authority. Such selective disclosure may occur in connection with, among other things, a proffer session, a voluntary self-disclosure filing, a cooperation presentation, or the submission of a white paper or position paper. In the event that any Party makes such a selective disclosure:

(a) Such selective disclosure shall not constitute a waiver of privilege as to any other Party to this Agreement or as to any third party, and shall not operate to render Common Interest Materials discoverable by, or available to, any person or entity that is not a party to this Agreement;

(b) The disclosing Party shall, to the extent practicable and consistent with its obligations to the governmental authority, provide advance notice to the other Parties of its intention to make such disclosure, and shall endeavor to avoid disclosing Common Interest Materials received from other Parties without the prior consent of the Producing Party;

(c) This provision is included in recognition that Dunmore, through Calderwood & Harkness LLP, may make proffers and disclosures to AUSA Calloway, Trial Attorneys Kovacs and Pressman, and other DOJ staff, and may file a voluntary self-disclosure with OFAC, and the Parties agree that such disclosures shall not affect the privileged and protected nature of Common Interest Materials shared among the Parties under this Agreement; and

(d) The Parties acknowledge that the law regarding selective waiver varies among federal circuits and that this provision is intended to reflect the Parties' mutual intent that no waiver of privilege shall occur as among the Parties, regardless of any disclosure to governmental authorities.

Section 5.3 — Privilege Logs. In the event that any Party is required to produce a privilege log in connection with the Matter or any related proceeding, Common Interest Materials may be identified on such privilege log with the basis for withholding described as "common interest / joint defense privilege" without further elaboration regarding the substance of the communication or the identity of the specific Party or Counsel involved, except to the extent required by applicable court order or rule. The Parties note that Calderwood & Harkness LLP currently maintains a privilege log covering approximately 12,847 documents withheld from productions to the DOJ in connection with grand jury subpoena GJ No. 22-418, and that certain entries on such privilege log relate to Common Interest Materials exchanged among the Parties. Each Party shall consult with the other Parties before making any representations to a court or governmental authority regarding the scope or nature of the common interest / joint defense privilege as it applies to materials shared under this Agreement.

ARTICLE VI

LIMITATIONS AND EXCLUSIONS

Section 6.1 — Scope Limitations. This Agreement applies solely to the Matter as defined in Section 1.4. This Agreement does not extend to, and shall not be deemed to create a common interest with respect to, any unrelated matter, dispute, claim, or proceeding among the Parties, including without limitation:

(a) Any dispute arising from or relating to the Greystone or Thornbury investment in Dunmore, whether under equity holder agreements, shareholders' agreements, subscription agreements, side letters, governance documents, or otherwise;

(b) Any dispute concerning the management, operation, or governance of Dunmore or its subsidiaries, including disputes related to board composition, management compensation, dividend distributions, capital calls, or exit strategies;

(d) Any matter unrelated to the facts and circumstances described in the Recitals.

In the event of any dispute among the Parties regarding matters outside the scope of the Matter, the existence of this Agreement and the exchange of Common Interest Materials hereunder shall not be construed as creating any obligation, duty, or liability of any Party to any other Party beyond the obligations expressly set forth herein.

Section 6.2 — Exclusion of Individual Employee Matters. This Agreement does not cover or extend to the personal legal defense of any individual current or former employee, officer, director, agent, or representative of Dunmore or any of its subsidiaries. Without limiting the generality of the foregoing, this Agreement does not extend to the personal legal interests of the following individuals, each of whom has retained or may retain personal counsel:

(a) Derek Hargrave, currently represented by Overstreet & McClain PLLC, Dallas, Texas;

(b) Natasha Sorokin, currently represented by Wexford Keane LLP, Washington, D.C.; and

Common Interest Materials shall not be shared with such individuals' personal counsel without the prior written consent of all Parties to this Agreement. Nothing in this Agreement shall be construed to prevent any Party or its Counsel from entering into separate common interest or joint defense arrangements with such individuals or their personal counsel, provided that any such separate arrangement does not authorize the disclosure of Common Interest Materials shared under this Agreement without the prior written consent of all Parties.

Section 6.3 — No Obligation to Continue Sharing. Any Party may, at any time and for any reason or no reason, decline to share any particular Common Interest Materials or any category of Common Interest Materials with the other Parties, without providing a reason for such decision and without such decision constituting a breach of this Agreement. The decision to share or not to share any particular material shall be made by the Producing Party and its Counsel in their sole and absolute discretion. No Party shall have any claim against any other Party for declining to share any particular material, and no adverse inference shall be drawn from any Party's decision not to share particular materials.

Section 6.4 — Conflict Among Parties. The Parties acknowledge that their respective interests may diverge during the course of the Matter, and that the existence of a common interest as of the date of this Agreement does not guarantee that such common interest will continue indefinitely. In the event that a conflict of interest arises between or among the Parties that, in the judgment of any Party's Counsel, is sufficiently material to undermine the common interest underlying this Agreement, the provisions of Article VII (Withdrawal and Termination) shall govern, and any Party or its Counsel may initiate the withdrawal process set forth in Section 7.1.

ARTICLE VII

WITHDRAWAL AND TERMINATION

Section 7.1 — Voluntary Withdrawal. Any Party may withdraw from this Agreement at any time, with or without cause, by providing written notice of withdrawal to the other Parties and their respective Counsel in accordance with Section 10.5. Withdrawal shall be effective upon receipt of such written notice by all other Parties and their Counsel. A withdrawing Party need not provide a reason for its withdrawal, and withdrawal shall not constitute a breach of this Agreement. Notwithstanding the foregoing, a withdrawing Party's obligations under Article IV (Confidentiality and Non-Disclosure), Article V (Preservation of Privilege), and Section 7.2 (Effect of Withdrawal) shall survive such withdrawal as provided in Section 7.4.

Section 7.2 — Effect of Withdrawal. Upon the effective date of withdrawal, the withdrawing Party shall:

(a) Immediately cease receiving any further Common Interest Materials from the remaining Parties and their Counsel, and the remaining Parties and their Counsel shall cease sharing any further Common Interest Materials with the withdrawing Party;

(b) Promptly return to the Producing Party, or destroy (at the election of the Producing Party, to be communicated in writing within ten (10) business days of the effective date of withdrawal), all Common Interest Materials previously received from the other Parties in any form, including all copies, summaries, extracts, compilations, analyses, notes, and other materials derived from or reflecting Common Interest Materials. In the event that the Producing Party elects destruction, the withdrawing Party shall certify in writing to the Producing Party, within fifteen (15) business days of the effective date of withdrawal, that all such materials have been destroyed, including destruction of electronic copies from all servers, devices, backup systems, and repositories. Notwithstanding the foregoing, the withdrawing Party's Counsel may retain a single archival copy of Common Interest Materials to the extent required by applicable rules of professional conduct, ethical obligations, or document retention policies, provided that such archival copy is maintained in strict confidence and is not used for any purpose other than compliance with such obligations; and

(c) Continue to be bound by the confidentiality and non-disclosure obligations set forth in Article IV and the privilege preservation obligations set forth in Article V with respect to all Common Interest Materials previously received, which obligations shall survive withdrawal indefinitely, regardless of the reason for withdrawal.

Section 7.3 — Termination. This Agreement shall terminate upon the earliest to occur of the following:

(a) The written agreement of all Parties to terminate this Agreement;

(b) The final resolution of the Matter, including the conclusion of the DOJ Inquiry (whether by declination, non-prosecution agreement, deferred prosecution agreement, plea agreement, settlement, verdict, acquittal, dismissal, or otherwise) and the final resolution of all related OFAC proceedings, BIS proceedings, and other regulatory or enforcement proceedings, provided that the Agreement shall not be deemed terminated while any appeal, collateral challenge, or post-resolution compliance period remains pending or in effect; or

(c) The withdrawal of all but one Party from this Agreement, at which point the Agreement shall terminate automatically as there is no longer a basis for a common interest arrangement.

Section 7.4 — Survival. The obligations set forth in Article IV (Confidentiality and Non-Disclosure), Article V (Preservation of Privilege), and Section 7.2 (Effect of Withdrawal) shall survive the termination or expiration of this Agreement and shall continue in full force and effect indefinitely, binding upon the Parties, their Counsel, their successors, and their assigns.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

Section 8.1 — Authority. Each Party represents and warrants to the other Parties that:

(a) It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, or other organizational action;

(c) The person executing this Agreement on behalf of such Party has been duly authorized to do so and has the requisite authority to bind such Party to the terms hereof; and

(d) This Agreement constitutes a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Without limiting the foregoing:

(i) Dunmore: This Agreement is executed on behalf of Dunmore Energy Holdings Ltd. by Marcus Wellbourne, Esq., General Counsel, who has been duly authorized by the Board of Directors of DEH to execute this Agreement on behalf of DEH and its subsidiaries, including Dunmore Trading International Ltd. (DTI), Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd.;

(ii) Greystone: This Agreement is executed on behalf of Greystone Capital Partners Fund IV, L.P. by Richard Fairbanks, Managing Partner of Greystone Capital Management LLC, in its capacity as general partner of Greystone Capital Partners Fund IV, L.P., who has been duly authorized by Greystone Capital Management LLC to execute this Agreement on behalf of Greystone Fund IV; and

(iii) Thornbury: This Agreement is executed on behalf of Thornbury Infrastructure Fund II, L.P. by Helen Cresswell, Managing Director of Thornbury Asset Management Ltd., in its capacity as general partner of Thornbury Infrastructure Fund II, L.P., who has been duly authorized by Thornbury Asset Management Ltd. to execute this Agreement on behalf of Thornbury Fund II.

Section 8.2 — Compliance with Obligations. Each Party represents and warrants that it has reviewed and understands the confidentiality, non-disclosure, and privilege preservation obligations set forth in this Agreement, and that it will comply, and will cause its Counsel, directors, officers, employees, agents, and authorized recipients to comply, with all such obligations for the full duration of this Agreement and thereafter as provided in Section 7.4.

ARTICLE IX

DISPUTE RESOLUTION

Section 9.1 — Good Faith Consultation. In the event of any dispute, controversy, or claim arising under or relating to this Agreement, including any dispute regarding the scope of the common interest, the obligation to share or not share Common Interest Materials, the assertion or waiver of privilege, or the interpretation or enforcement of any provision hereof, the Parties and their respective Counsel shall first attempt to resolve such dispute through prompt, good faith consultation and negotiation. Such consultation shall involve the designated points of contact identified in Section 3.4, and may include in-person meetings, telephone conferences, or videoconferences. The Parties shall devote a reasonable period of time, not less than thirty (30) calendar days from the date of written notice of the dispute, to such good faith consultation before resorting to judicial resolution.

Section 9.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the federal common law of privilege, as applied by the United States District Court for the District of Columbia, the court with jurisdiction over the grand jury proceeding in the Matter. The Parties acknowledge that the common interest doctrine is a creature of federal common law and that the interpretation and application of this Agreement is properly governed by that body of law. To the extent that state law is applicable to any issue arising under or relating to this Agreement (including issues of contract interpretation, enforceability, or formation), this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles or any choice-of-law rule that would result in the application of the laws of any other jurisdiction.

Section 9.3 — Jurisdiction and Venue. Any judicial proceeding arising out of or relating to this Agreement, including any proceeding to compel disclosure of Common Interest Materials, to enforce the confidentiality or privilege preservation obligations hereunder, or to resolve any dispute regarding the interpretation or application of this Agreement, shall be brought exclusively in the United States District Court for the District of Columbia or the United States District Court for the Southern District of New York. Each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 — Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written communications, negotiations, agreements, understandings, and representations among the Parties relating to the sharing of privileged and work-product-protected information in connection with the Matter. No Party has relied on any representation, promise, or inducement not contained in this Agreement in entering into this Agreement.

Section 10.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties to this Agreement. No oral modification or waiver of any provision hereof shall be effective. Any amendment shall be effective upon execution by all Parties and shall be binding upon the Parties and their respective Counsel.

Section 10.3 — No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties and their respective Counsel and does not create, confer, or bestow any right, benefit, remedy, or cause of action in, upon, or to any third party, whether as a third-party beneficiary or otherwise. No person or entity that is not a Party to this Agreement shall have any right to enforce any term or provision hereof.

Section 10.4 — Addition of Parties. Additional parties may be added to this Agreement only by written amendment executed by all existing Parties and the proposed additional party. Any proposed addition of a party must be approved by the unanimous written consent of all existing Parties. No Party shall unilaterally invite or permit any person or entity to participate in the sharing of Common Interest Materials under this Agreement without the prior written consent of all other Parties.

Section 10.5 — Notices. All notices, requests, consents, approvals, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery confirmed; (c) upon transmission by email to the addresses specified below, provided that the sender receives confirmation of receipt (excluding automated "out of office" replies); or (d) three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered, return receipt requested. Notices shall be addressed as follows:

To Dunmore:

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

With a copy to:

Victoria Chambers Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006, USA

To Greystone:

Richard Fairbanks Managing Partner Greystone Capital Management LLC c/o Arthur Pennington III Harwood & Pennington LLP 599 Lexington Avenue, 22nd Floor New York, NY 10022, USA

To Thornbury:

Helen Cresswell Managing Director Thornbury Asset Management Ltd. London, United Kingdom

Any Party may change its address for notices by providing written notice of such change to all other Parties in accordance with this Section 10.5.

Section 10.6 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature (including via DocuSign, Ashford Health IT, or similar platform) or by facsimile transmission shall be valid, binding, and effective for all purposes and shall have the same legal force and effect as execution and delivery of an original ink signature.

Section 10.7 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions, as so construed, substantially preserve the intent and purpose of this Agreement.

Section 10.8 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Joint Defense and Common Interest Agreement to be executed as of the date first written above by their duly authorized representatives.

PARTIES

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Wellbourne, Esq.

Title: General Counsel

Entity: Dunmore Energy Holdings Ltd.

Date: April 25, 2022

GREYSTONE CAPITAL PARTNERS FUND IV, L.P.

By: Greystone Capital Management LLC, its General Partner

By: ________

Name: Richard Fairbanks

Title: Managing Partner

Date: April 25, 2022

THORNBURY INFRASTRUCTURE FUND II, L.P.

By: Thornbury Asset Management Ltd., its General Partner

By: ________

Name: Helen Cresswell

Title: Managing Director

Date: April 25, 2022

ACKNOWLEDGED AND AGREED BY COUNSEL

The undersigned counsel acknowledge that they have reviewed this Agreement, that they understand and agree to be bound by its terms, and that they will comply with the confidentiality, non-disclosure, and privilege preservation obligations set forth herein.

CALDERWOOD & HARKNESS LLP Counsel for Dunmore Energy Holdings Ltd.

By: ________

Name: Victoria Chambers

Title: Partner

Address: 1750 Pennsylvania Avenue NW, Suite 800

Washington, DC 20006, USA

Date: April 25, 2022

HARWOOD & PENNINGTON LLP Counsel for Greystone Capital Partners Fund IV, L.P.

By: ________

Name: Arthur Pennington III

Title: Partner

Address: 599 Lexington Avenue, 22nd Floor

New York, NY 10022, USA

Date: April 25, 2022

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED WORK PRODUCT DOCTRINE COMMON INTEREST / JOINT DEFENSE PRIVILEGE
JOINT DEFENSE AND COMMON INTEREST AGREEMENT
April 25, 2022
This Joint Defense and Common Interest Agreement (this "Agreement") is entered into as of April 25, 2022 (the "Effective Date"), by and among the following parties:
1. Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Company Registration No. MC-334821), with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, and its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, TX 77010, USA ("Dunmore" or "DEH");
2. Greystone Capital Partners Fund IV, L.P., a Delaware limited partnership, acting by its general partner, Greystone Capital Management LLC, a Delaware limited liability company, with offices at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA ("Greystone" or "Greystone Fund IV"); and
3. Thornbury Infrastructure Fund II, L.P., a Cayman Islands limited partnership, acting by its general partner, Thornbury Asset Management Ltd., a limited company organized under the laws of England and Wales, with offices in London, United Kingdom ("Thornbury" or "Thornbury Fund II").
Each of the foregoing is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The Matter. The U.S. Department of Justice, National Security Division, Counterintelligence and Export Control Section (the "DOJ"), has opened an inquiry (the "DOJ Inquiry") concerning Dunmore Energy Holdings Ltd. and its subsidiaries, including Dunmore Trading International Ltd. ("DTI"), a limited company licensed in the Dubai International Financial Centre (DIFC License No. CL-4827), 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 Executive Order 14024 (April 15, 2021), entitled "Blocking Property With Respect To Specified Harmful Foreign Activities of the Government of the Russian Federation," and Directive 2 under Executive Order 13662, as well as U.S. export control regulations under the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including specifically EAR §746.5 (Russia/Belarus sanctions). On April 19, 2022, a grand jury subpoena (GJ No. 22-418) was issued by the U.S. District Court for the District of Columbia (Grand Jury 22-2) to Dunmore Energy Holdings Ltd. seeking documents related to, among other categories, transactions with Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH, covering the period from January 1, 2019 forward. The DOJ Inquiry involves potential violations of 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. The lead prosecutor assigned to the matter is Assistant U.S. Attorney Meredith Calloway of the DOJ National Security Division, assisted by Trial Attorneys Samuel Kovacs and Diana Pressman of the Counterintelligence and Export Control Section (collectively, the "DOJ Inquiry," the "Investigation," or, as more fully defined in Section 1.4, the "Matter").
B. Ownership Structure and Common Interest. Greystone Fund IV holds a 62.5% equity interest in Dunmore Energy Holdings Ltd. as its majority shareholder. Dunmore management holds a 22.5% equity interest in Dunmore Energy Holdings Ltd. Thornbury Fund II holds a 15.0% equity interest in Dunmore Energy Holdings Ltd. as a minority shareholder. Together, Greystone, Thornbury, and Dunmore management hold 100% of the equity of DEH. As equity holders and stakeholders in Dunmore, the Parties share a common legal interest in the defense of Dunmore and the protection of their respective financial, legal, and reputational interests in connection with the DOJ Inquiry and related matters. The Parties recognize that the DOJ Inquiry has the potential to result in criminal charges, civil penalties, administrative sanctions, disgorgement orders, and other adverse consequences that would materially affect the value of their respective equity interests and the ongoing operations of Dunmore and its subsidiaries.
C. Retention of Counsel. Dunmore has retained Calderwood & Harkness LLP ("C&H") as its defense counsel in connection with the DOJ Inquiry and related matters, with Victoria Chambers (Responsible Partner, White Collar & Investigations Practice Group, Washington, D.C. office, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006) serving as responsible partner and Howard Quinn (Billing Partner, White Collar & Investigations Practice Group, New York office, 450 Lexington Avenue, 38th Floor, New York, NY 10017) serving as billing partner (Calderwood & Harkness Matter No. 1016-00009). Greystone has retained Harwood & Pennington LLP ("H&P") as its outside counsel in connection with the DOJ Inquiry and related matters, with Arthur Pennington III serving as lead partner, at 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA. Thornbury is represented by its in-house counsel, Helen Cresswell, Managing Director at Thornbury Asset Management Ltd., and Thornbury reserves the right to engage outside counsel at any time and to designate such outside counsel under this Agreement upon written notice to the other Parties in accordance with Section 10.5.
D. Purpose. The Parties desire to enter into this Agreement to facilitate the sharing of privileged and work-product-protected information among themselves and their respective counsel, without waiver of any applicable privileges, immunities, or protections, in furtherance of their common legal interest in the defense and resolution of the DOJ Inquiry and related matters. The Parties believe that the coordinated exchange of information, legal analyses, factual findings, and strategic assessments will enable them to more effectively protect their shared interests and to present a coordinated and consistent defense.
E. Legal Basis. This Agreement is entered into pursuant to the common interest doctrine (also referred to as the "joint defense privilege" or "community of interest" doctrine) recognized under federal common law, which protects communications among parties who share a common legal interest from compelled disclosure to third parties. See, e.g., United States v. Schwimmer, 892 F.2d 237, 243–44 (2d Cir. 1989); In re Grand Jury Subpoena, 274 F.3d 563, 572 (1st Cir. 2001); United States v. Vane Kaplan CPAs LLP Seidman, LLP, 492 F.3d 806, 815–16 (7th Cir. 2007). The Parties intend that this Agreement and the exchange of information contemplated hereby shall be fully protected under the common interest doctrine and that no waiver of any applicable privilege or protection shall result from such exchange.
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 — "Agreement." "Agreement" means this Joint Defense and Common Interest Agreement, as executed by the Parties on the date first written above, including all exhibits, schedules, and attachments hereto, and as the same may be amended, modified, or supplemented from time to time in accordance with Section 10.2.
Section 1.2 — "Common Interest Materials." "Common Interest Materials" means any and all communications, documents, memoranda, analyses, reports, notes, summaries, work product, legal research, factual analyses, interview summaries, forensic accounting findings, e-discovery reports, transaction analyses, compliance assessments, regulatory filings, drafts, presentations, correspondence, opinions, and other materials, whether written, oral, electronic, or in any other form, that are shared among the Parties or their Counsel under this Agreement in connection with the Matter. Common Interest Materials include both materials that are protected by the attorney-client privilege and materials that are protected by the work product doctrine, as well as materials that are protected by any other applicable privilege, immunity, or protection under federal, state, or foreign law. For the avoidance of doubt, Common Interest Materials include materials that were privileged or protected prior to being shared among the Parties, and the sharing of such materials under this Agreement shall not alter or diminish their privileged or protected status.
Section 1.3 — "Counsel." "Counsel" means:
(a) For Dunmore: Calderwood & Harkness LLP, and specifically Victoria Chambers (Responsible Partner), Howard Quinn (Billing Partner), and the following members of the Calderwood & Harkness team assigned to Calderwood & Harkness Matter No. 1016-00009: Jasmine Thornton (Senior Associate), Liam Donahue (Senior Associate), Conrad Reeves (Associate), Amara Osei (Associate), Nicholas Ferreira (Associate), Elena Vasquez (Associate), and Thomas Bradshaw (Associate), together with such other partners, associates, counsel, paralegals, litigation support staff, and administrative personnel of Calderwood & Harkness LLP as may be assigned to the matter from time to time under the supervision of Victoria Chambers or Howard Quinn;
(b) For Greystone: Harwood & Pennington LLP, and specifically Arthur Pennington III (Lead Partner) and such other designated attorneys, associates, paralegals, and staff of Harwood & Pennington LLP as may be assigned to the matter from time to time under the supervision of Arthur Pennington III;
(c) For Thornbury: The in-house legal department of Thornbury Asset Management Ltd., and specifically Helen Cresswell (Managing Director and General Counsel), or such outside counsel as Thornbury may subsequently designate by written notice to the other Parties in accordance with Section 10.5 of this Agreement; and
(d) In each case, "Counsel" includes partners, associates, of counsel, special counsel, paralegals, legal assistants, litigation support personnel, and staff of such firms or legal departments acting under the supervision of the designated attorneys identified above.
Section 1.4 — "Matter." "Matter" means the DOJ Inquiry, including but not limited to: (a) the grand jury investigation in the U.S. District Court for the District of Columbia (Grand Jury 22-2), including grand jury subpoena GJ No. 22-418 and any subsequent subpoenas, document requests, or investigative demands issued in connection therewith; (b) any related investigation, inquiry, or enforcement action by OFAC; (c) any proceeding, inquiry, or enforcement action under IEEPA, 50 U.S.C. §§ 1701–1706, or ECRA, 50 U.S.C. §§ 4801–4852; (d) any related civil, regulatory, administrative, congressional, or other proceeding arising from or relating to the facts and circumstances described in the Recitals; and (e) any investigation, inquiry, or proceeding by any federal, state, or foreign governmental authority relating to the transactions involving Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, Caspian Logistik GmbH, or any other counterparty or entity implicated in the DOJ Inquiry.
Section 1.5 — "Party" and "Parties." "Party" means each of Dunmore, Greystone, and Thornbury individually. "Parties" means Dunmore, Greystone, and Thornbury collectively, and, following any amendment under Section 10.4, any additional party admitted to this Agreement.
Section 1.6 — "Privileged Information." "Privileged Information" means any information, communication, document, or material that is protected by the attorney-client privilege, the work product doctrine (including opinion work product and fact work product), or any other applicable privilege, immunity, or protection under federal, state, or foreign law, including but not limited to protections recognized under the common interest doctrine, the joint defense privilege, the deliberative process privilege, and any analogous privileges recognized under the laws of the Cayman Islands, the United Kingdom, the United Arab Emirates, or any other relevant jurisdiction.
Section 1.7 — "Producing Party." "Producing Party" means the Party that shares, discloses, or otherwise makes available Common Interest Materials to another Party or its Counsel under this Agreement. A Party may be a Producing Party with respect to certain Common Interest Materials and a Receiving Party with respect to other Common Interest Materials.
Section 1.8 — "Receiving Party." "Receiving Party" means the Party that receives, obtains access to, or is otherwise provided with Common Interest Materials from a Producing Party or its Counsel under this Agreement.
ARTICLE II
COMMON INTEREST AND JOINT DEFENSE
Section 2.1 — Acknowledgment of Common Interest. The Parties acknowledge and agree that they share a common legal interest in the Matter and that the sharing of Common Interest Materials among themselves and their respective Counsel is necessary and appropriate to advance that common legal interest. The Parties further acknowledge that their common interest is genuine, substantial, and directly related to the pending and anticipated legal proceedings arising from the DOJ Inquiry. The common interest shared by the Parties includes, but is not limited to:
(a) The defense of Dunmore Energy Holdings Ltd. and its subsidiaries, including Dunmore Trading International Ltd. (DTI), Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd., in connection with the DOJ Inquiry and all related proceedings;
(b) The protection of the equity interests of Greystone Fund IV (62.5%) and Thornbury Fund II (15.0%) in Dunmore Energy Holdings Ltd., including the preservation of the enterprise value of Dunmore and its subsidiaries and the mitigation of potential financial exposure arising from the DOJ Inquiry;
(c) The evaluation and mitigation of potential civil, criminal, and administrative liability arising from the conduct at issue, including but not limited to the activities of DTI's Dubai trading desk and related transactions with sanctioned or potentially sanctioned counterparties;
(d) The coordination of remediation and compliance efforts across Dunmore and its subsidiaries, including the enhancement of sanctions compliance programs, export control compliance programs, and internal controls; and
(e) The development of a coordinated factual narrative and legal strategy to present to the DOJ, OFAC, and any other governmental authorities in connection with the resolution of the Matter.
Section 2.2 — No Attorney-Client Relationship Created. Nothing in this Agreement shall be construed to create an attorney-client relationship between any Party and the Counsel of another Party. Calderwood & Harkness LLP represents Dunmore only. Harwood & Pennington LLP represents Greystone only. Thornbury's in-house counsel and any outside counsel retained by Thornbury represent Thornbury only. Each Party's Counsel owes duties of loyalty, confidentiality, competence, and diligence solely to its own client. No Party shall have the right to direct, control, or otherwise influence the professional judgment or conduct of another Party's Counsel. No Party shall be deemed to be the client of another Party's Counsel by virtue of the sharing of Common Interest Materials or the participation in joint defense meetings, calls, or other communications under this Agreement.
Section 2.3 — Independent Counsel. Each Party retains the right, at all times, to make independent decisions regarding the conduct of the Matter, including but not limited to decisions regarding: (a) cooperation with the DOJ, including whether to enter into a cooperation agreement, proffer agreement, or non-prosecution agreement; (b) voluntary self-disclosures to OFAC or other governmental agencies, including the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce; (c) remediation measures and compliance enhancements; (d) settlement or resolution of the Matter, including any plea agreement, deferred prosecution agreement, or civil resolution; (e) the assertion or waiver of any privilege or protection; and (f) any other strategic, legal, or business decision relating to the Matter. No Party shall be bound by the decisions of any other Party, and no Party shall be required to obtain the consent or approval of any other Party before taking any action in connection with the Matter, except as expressly provided in this Agreement.
ARTICLE III
SHARING OF COMMON INTEREST MATERIALS
Section 3.1 — Authorization to Share. Each Party hereby authorizes its Counsel to share Common Interest Materials with the other Parties and their respective Counsel, subject to and in accordance with the terms and conditions of this Agreement. Such authorization extends to the sharing of materials that are protected by the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection, and is given in reliance on the common interest doctrine and the mutual understanding that such sharing shall not constitute a waiver of any such privilege or protection. The sharing of Common Interest Materials is voluntary; no Party is obligated to share any particular item or category of Privileged Information or other Common Interest Materials, and the decision whether to share any particular material shall be made by the Producing Party and its Counsel in their sole discretion, in the exercise of their independent professional judgment.
Section 3.2 — Types of Materials Subject to Sharing. The following types of materials may be shared as Common Interest Materials, to the extent the Producing Party, in consultation with its Counsel, determines that sharing is appropriate in furtherance of the Parties' common legal interest:
(a) Legal Memoranda and Analyses. Legal memoranda, research memoranda, opinion letters, legal analyses, and briefing papers regarding the DOJ Inquiry, OFAC sanctions programs (including the Specially Designated Nationals and blocked Persons List ("SDN List"), the Sectoral Sanctions Identifications List ("SSI List"), and the 50 Percent Rule), EAR requirements, IEEPA, ECRA, and any other applicable law, regulation, or executive order;
(b) Document Review Summaries and Analyses. Summaries and analyses of documents collected, reviewed, and produced in response to grand jury subpoena GJ No. 22-418, and any subsequent document requests or subpoenas, including reporting and analytics generated by Nexagen Analytics Inc. (the e-discovery vendor retained by Calderwood & Harkness on behalf of Dunmore), which is currently processing a collection of approximately 2,347,812 documents from Dunmore's internal systems, email servers, trading platforms, and electronic repositories;
(c) Witness Interview Summaries. Summaries of findings from witness interviews and investigative debriefings, noting that Calderwood & Harkness is conducting interviews of approximately 47 current and former employees of Dunmore and its subsidiaries across three rounds of interviews (Round 1: April–May 2022; Round 2: June–July 2022; Round 3: anticipated September–October 2022), to the extent such summaries are not subject to Upjohn warnings, individual privilege assertions, or other limitations that, in the judgment of the Producing Party's Counsel, would render sharing inappropriate;
(d) Forensic Accounting Analyses. Forensic accounting analyses, findings, reports, and related materials prepared by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319; engagement lead Dr. Margaret Liu, CPA, CFF, CAMS), which has been retained by Calderwood & Harkness on behalf of Dunmore as a consulting expert in connection with the DOJ Inquiry, including analyses of transaction flows, beneficial ownership structures, payment patterns, and the identification of potentially sanctions-related transactions;
(e) Compliance Program Assessments. Compliance program assessments, gap analyses, benchmarking reports, and remediation plans prepared in coordination with Pemberton Investors Solutions LLC (lead consultant Dr. Anton Bremer, CAMS, CGSS), including assessments of Dunmore's sanctions compliance program, export control compliance program, Know Your Customer ("KYC") and Customer Due Diligence ("CDD") procedures, and related internal controls;
(f) DOJ Proffer Materials. Proffer presentations, white papers, position papers, submissions, and correspondence with the DOJ (specifically AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Diana Pressman, and their staff), to the extent deemed appropriate by Dunmore's Counsel, and subject to the limitations set forth in Section 5.2 regarding selective waiver;
(g) Financial and Transaction Analyses. Financial analyses relevant to the transactions at issue in the DOJ Inquiry, including but not limited to: (i) the 14 crude oil swap transactions (approximately $218.7 million in total notional value) executed between DTI and Petronova Trading FZE and/or Zenith Petroleum DMCC during the period from March 2019 through February 2022; (ii) oilfield equipment export transactions (approximately $12.4 million in aggregate value) routed through Caspian Logistik GmbH during the period from June 2020 through December 2021; and (iii) payment flows through Crescent Commercial Bank PJSC (approximately $34.2 million across 127 individual wire transfer transactions during the period from January 2019 through March 2022), including analyses of correspondent banking relationships, intermediary payment flows, and potential sanctions screening failures; and
(h) Status Updates. Updates regarding the status of the DOJ Inquiry, OFAC voluntary self-disclosure proceedings, BIS enforcement matters, and any related regulatory, administrative, or enforcement actions or proceedings, including information regarding the timing and scope of anticipated DOJ requests, grand jury proceedings, and prosecutorial decision-making.
The foregoing list is illustrative and not exhaustive. The Parties and their Counsel may share additional categories of Common Interest Materials as the Matter develops, subject to the terms and conditions of this Agreement.
Section 3.3 — Method of Sharing. Common Interest Materials shall be shared through direct communications among designated Counsel, whether in person, by telephone, by videoconference (using secure platforms such as those approved by each Party's Counsel), or by secure electronic transmission (including encrypted email, secure file-sharing platforms, and password-protected document repositories). The following protocols shall apply:
(a) Written Materials. All written Common Interest Materials, whether transmitted in hard copy or electronic form, shall be conspicuously marked with the following legend on the first page and, where practicable, on each subsequent page:
"PRIVILEGED & CONFIDENTIAL — COMMON INTEREST MATERIAL — SUBJECT TO JOINT DEFENSE AND COMMON INTEREST AGREEMENT DATED APRIL 25, 2022"
(b) Oral Communications. Oral communications among the Parties and their Counsel regarding the Matter need not be contemporaneously documented or transcribed. However, Counsel may prepare internal memoranda or notes reflecting such oral communications for their own files, and any such memoranda or notes shall themselves constitute Privileged Information and Common Interest Materials protected under this Agreement.
(c) Joint Defense Meetings. The Parties and their Counsel may convene joint defense meetings, teleconferences, or videoconferences from time to time to discuss the Matter. Such meetings shall be attended only by authorized representatives of the Parties and their Counsel, and all discussions at such meetings shall be treated as Common Interest Materials.
Section 3.4 — Designated Points of Contact. The following individuals are designated as the primary points of contact for purposes of the sharing of Common Interest Materials under this Agreement:
(a) Dunmore: Victoria Chambers, Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006, USA (Tel: (202) 555-7200; Email: vchambers@calderwoodharkness.com); and Howard Quinn, Calderwood & Harkness LLP, 450 Lexington Avenue, 38th Floor, New York, NY 10017, USA (Tel: (212) 555-3100; Email: hquinn@calderwoodharkness.com).
(b) Greystone: Arthur Pennington III, Harwood & Pennington LLP, 599 Lexington Avenue, 22nd Floor, New York, NY 10022, USA (Tel: (212) 555-8400; Email: apennington@harwoodpennington.com).
(c) Thornbury: Helen Cresswell, Thornbury Asset Management Ltd., London, United Kingdom (Tel: +44 (0)20 7555 4300; Email: hcresswell@thornburyam.co.uk), or such outside counsel as Thornbury may subsequently designate by written notice to the other Parties.
All Common Interest Materials shall be shared only through or with the prior approval of the designated points of contact identified above. Changes to designated points of contact shall be communicated by written notice in accordance with Section 10.5.
ARTICLE IV
CONFIDENTIALITY AND NON-DISCLOSURE
Section 4.1 — Confidentiality Obligations. Each Receiving Party shall maintain the strict confidentiality of all Common Interest Materials received under this Agreement and shall not disclose, disseminate, distribute, publish, or otherwise make available such materials to any person or entity other than the following:
(a) The Receiving Party's Counsel, as defined in Section 1.3, to the extent such Counsel has a need to know such materials in connection with the Matter;
(b) The Receiving Party's directors, officers, members, partners, managing directors, or employees who have a legitimate need to know such materials in connection with the Matter, provided that such persons are informed of and agree to be bound by the confidentiality obligations set forth in this Agreement; and
(c) Consultants, experts, forensic accountants, e-discovery vendors, or other third-party service providers retained by the Receiving Party's Counsel in connection with the Matter, provided that such persons or entities are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement, and provided that the Receiving Party's Counsel exercises reasonable supervision over such persons or entities to ensure compliance with such obligations.
Each Receiving Party shall be responsible for ensuring that all persons to whom Common Interest Materials are disclosed pursuant to this Section comply with the terms of this Agreement, and any breach by such persons shall be deemed a breach by the Receiving Party.
Section 4.2 — No Disclosure to Third Parties. No Party shall disclose, produce, or otherwise make available any Common Interest Materials to any third party without the prior written consent of the Producing Party. Without limiting the generality of the foregoing, Common Interest Materials shall not be disclosed to any of the following without the prior written consent of the Producing Party:
(a) The DOJ, including AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Diana Pressman, and any other DOJ personnel;
(b) OFAC, including any personnel of the Office of Compliance and Enforcement or the Office of the Chief Counsel;
(c) The Federal Bureau of Investigation, including Special Agent Paul Reinhardt and any other FBI agents or personnel assigned to the investigation;
(d) The Bureau of Industry and Security or any other component of the U.S. Department of Commerce;
(e) Any other federal, state, local, or foreign governmental authority, regulatory body, or law enforcement agency;
(f) Any court, tribunal, arbitral body, or other adjudicative forum;
(g) Personal counsel for individual current or former employees of Dunmore or its subsidiaries, including without limitation Blackthorn & Associates LLP (Gerald Fisk, Esq., counsel for individual employee), Wexford Keane LLP (Natasha Sorokin, Esq., counsel for individual employee), and Overstreet & McClain PLLC (Derek Hargrave, Esq., counsel for individual employee);
(h) Any auditor, including Ashford & Whitmore LLP (Dunmore's external auditor);
(i) Any lender or creditor, including Meridian National Bank, N.A.;
(j) Any insurance carrier, including Garrison Mutual Insurance Co.;
(k) Any co-investor, portfolio company, fund limited partner, or affiliate of any Party not itself a Party to this Agreement; or
(l) Any other person or entity not authorized to receive Common Interest Materials under Section 4.1.
Section 4.3 — Court-Ordered Disclosure. In the event that any Party or its Counsel receives a subpoena, court order, grand jury subpoena, civil investigative demand, regulatory request, or other legal process requiring or purporting to require disclosure of Common Interest Materials, the Receiving Party shall:
(a) Promptly notify the Producing Party and all other Parties to this Agreement in writing of the receipt of such legal process, providing a copy of the subpoena, order, or other process to the extent permitted by law and not otherwise prohibited (including by grand jury secrecy rules under Federal Rule of Criminal Procedure 6(e));
(b) Assert all available privileges, protections, and objections with respect to the Common Interest Materials sought, including the attorney-client privilege, the work product doctrine, and the common interest / joint defense privilege;
(c) Cooperate with the Producing Party and all other Parties in taking all reasonable and lawful steps to resist or narrow the scope of such disclosure, including by filing motions to quash, motions for protective orders, and interlocutory appeals as appropriate; and
(d) Refrain from producing, disclosing, or otherwise making available any Common Interest Materials in response to such legal process unless and until ordered to do so by a court of competent jurisdiction after all available objections, motions, and appeals have been exhausted, or unless the Producing Party provides prior written consent to such disclosure.
The costs and expenses of resisting court-ordered disclosure shall be borne by the Party or Parties seeking to resist such disclosure, unless the Parties agree otherwise in writing.
Section 4.4 — Security of Materials. All Common Interest Materials in written, electronic, or other tangible form shall be stored securely, and access to such materials shall be limited to those persons authorized to receive them under Section 4.1. Without limiting the foregoing:
(a) Physical copies of Common Interest Materials shall be stored in locked offices, file cabinets, or other secure locations with restricted access;
(b) Electronic copies of Common Interest Materials shall be stored on secure servers, encrypted drives, or password-protected platforms, and shall be transmitted only through encrypted channels (including, at a minimum, TLS-encrypted email or equivalent), in accordance with the security protocols maintained by each Party's Counsel; and
(c) Each Party and its Counsel shall implement reasonable administrative, technical, and physical safeguards to protect Common Interest Materials from unauthorized access, disclosure, alteration, or destruction.
ARTICLE V
PRESERVATION OF PRIVILEGE
Section 5.1 — No Waiver. The Parties intend and agree that the sharing of Common Interest Materials under this Agreement shall not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege, immunity, or protection, whether under federal common law, state law, or the law of any foreign jurisdiction. This Agreement is entered into in express reliance on the common interest doctrine, and the Parties expressly assert that all Common Interest Materials shared hereunder remain protected to the same extent as if they had been shared solely between a single client and its attorney. The Parties further agree that the common interest among them is genuine and that the exchange of information hereunder is undertaken for the purpose of obtaining or providing legal advice and coordinating the legal defense and strategy of the Parties in connection with the Matter. No Party shall argue or contend in any proceeding that the sharing of Common Interest Materials under this Agreement constituted a waiver of any privilege or protection.
Section 5.2 — Selective Waiver. The Parties acknowledge that, in the course of the Matter, one or more Parties may determine, in the exercise of independent judgment and upon the advice of their respective Counsel, that it is in their interest to make a selective disclosure of Privileged Information to the DOJ, OFAC, or any other governmental authority. Such selective disclosure may occur in connection with, among other things, a proffer session, a voluntary self-disclosure filing, a cooperation presentation, or the submission of a white paper or position paper. In the event that any Party makes such a selective disclosure:
(a) Such selective disclosure shall not constitute a waiver of privilege as to any other Party to this Agreement or as to any third party, and shall not operate to render Common Interest Materials discoverable by, or available to, any person or entity that is not a party to this Agreement;
(b) The disclosing Party shall, to the extent practicable and consistent with its obligations to the governmental authority, provide advance notice to the other Parties of its intention to make such disclosure, and shall endeavor to avoid disclosing Common Interest Materials received from other Parties without the prior consent of the Producing Party;
(c) This provision is included in recognition that Dunmore, through Calderwood & Harkness LLP, may make proffers and disclosures to AUSA Calloway, Trial Attorneys Kovacs and Pressman, and other DOJ staff, and may file a voluntary self-disclosure with OFAC, and the Parties agree that such disclosures shall not affect the privileged and protected nature of Common Interest Materials shared among the Parties under this Agreement; and
(d) The Parties acknowledge that the law regarding selective waiver varies among federal circuits and that this provision is intended to reflect the Parties' mutual intent that no waiver of privilege shall occur as among the Parties, regardless of any disclosure to governmental authorities.
Section 5.3 — Privilege Logs. In the event that any Party is required to produce a privilege log in connection with the Matter or any related proceeding, Common Interest Materials may be identified on such privilege log with the basis for withholding described as "common interest / joint defense privilege" without further elaboration regarding the substance of the communication or the identity of the specific Party or Counsel involved, except to the extent required by applicable court order or rule. The Parties note that Calderwood & Harkness LLP currently maintains a privilege log covering approximately 12,847 documents withheld from productions to the DOJ in connection with grand jury subpoena GJ No. 22-418, and that certain entries on such privilege log relate to Common Interest Materials exchanged among the Parties. Each Party shall consult with the other Parties before making any representations to a court or governmental authority regarding the scope or nature of the common interest / joint defense privilege as it applies to materials shared under this Agreement.
ARTICLE VI
LIMITATIONS AND EXCLUSIONS
Section 6.1 — Scope Limitations. This Agreement applies solely to the Matter as defined in Section 1.4. This Agreement does not extend to, and shall not be deemed to create a common interest with respect to, any unrelated matter, dispute, claim, or proceeding among the Parties, including without limitation:
(a) Any dispute arising from or relating to the Greystone or Thornbury investment in Dunmore, whether under equity holder agreements, shareholders' agreements, subscription agreements, side letters, governance documents, or otherwise;
(b) Any dispute concerning the management, operation, or governance of Dunmore or its subsidiaries, including disputes related to board composition, management compensation, dividend distributions, capital calls, or exit strategies;
(c) Any claim by one Party against another Party, whether in contract, tort, or otherwise; or
(d) Any matter unrelated to the facts and circumstances described in the Recitals.
In the event of any dispute among the Parties regarding matters outside the scope of the Matter, the existence of this Agreement and the exchange of Common Interest Materials hereunder shall not be construed as creating any obligation, duty, or liability of any Party to any other Party beyond the obligations expressly set forth herein.
Section 6.2 — Exclusion of Individual Employee Matters. This Agreement does not cover or extend to the personal legal defense of any individual current or former employee, officer, director, agent, or representative of Dunmore or any of its subsidiaries. Without limiting the generality of the foregoing, this Agreement does not extend to the personal legal interests of the following individuals, each of whom has retained or may retain personal counsel:
(a) Derek Hargrave, currently represented by Overstreet & McClain PLLC, Dallas, Texas;
(b) Natasha Sorokin, currently represented by Wexford Keane LLP, Washington, D.C.; and
(c) Gerald Fisk, currently represented by Blackthorn & Associates LLP, Houston, Texas.
Common Interest Materials shall not be shared with such individuals' personal counsel without the prior written consent of all Parties to this Agreement. Nothing in this Agreement shall be construed to prevent any Party or its Counsel from entering into separate common interest or joint defense arrangements with such individuals or their personal counsel, provided that any such separate arrangement does not authorize the disclosure of Common Interest Materials shared under this Agreement without the prior written consent of all Parties.
Section 6.3 — No Obligation to Continue Sharing. Any Party may, at any time and for any reason or no reason, decline to share any particular Common Interest Materials or any category of Common Interest Materials with the other Parties, without providing a reason for such decision and without such decision constituting a breach of this Agreement. The decision to share or not to share any particular material shall be made by the Producing Party and its Counsel in their sole and absolute discretion. No Party shall have any claim against any other Party for declining to share any particular material, and no adverse inference shall be drawn from any Party's decision not to share particular materials.
Section 6.4 — Conflict Among Parties. The Parties acknowledge that their respective interests may diverge during the course of the Matter, and that the existence of a common interest as of the date of this Agreement does not guarantee that such common interest will continue indefinitely. In the event that a conflict of interest arises between or among the Parties that, in the judgment of any Party's Counsel, is sufficiently material to undermine the common interest underlying this Agreement, the provisions of Article VII (Withdrawal and Termination) shall govern, and any Party or its Counsel may initiate the withdrawal process set forth in Section 7.1.
ARTICLE VII
WITHDRAWAL AND TERMINATION
Section 7.1 — Voluntary Withdrawal. Any Party may withdraw from this Agreement at any time, with or without cause, by providing written notice of withdrawal to the other Parties and their respective Counsel in accordance with Section 10.5. Withdrawal shall be effective upon receipt of such written notice by all other Parties and their Counsel. A withdrawing Party need not provide a reason for its withdrawal, and withdrawal shall not constitute a breach of this Agreement. Notwithstanding the foregoing, a withdrawing Party's obligations under Article IV (Confidentiality and Non-Disclosure), Article V (Preservation of Privilege), and Section 7.2 (Effect of Withdrawal) shall survive such withdrawal as provided in Section 7.4.
Section 7.2 — Effect of Withdrawal. Upon the effective date of withdrawal, the withdrawing Party shall:
(a) Immediately cease receiving any further Common Interest Materials from the remaining Parties and their Counsel, and the remaining Parties and their Counsel shall cease sharing any further Common Interest Materials with the withdrawing Party;
(b) Promptly return to the Producing Party, or destroy (at the election of the Producing Party, to be communicated in writing within ten (10) business days of the effective date of withdrawal), all Common Interest Materials previously received from the other Parties in any form, including all copies, summaries, extracts, compilations, analyses, notes, and other materials derived from or reflecting Common Interest Materials. In the event that the Producing Party elects destruction, the withdrawing Party shall certify in writing to the Producing Party, within fifteen (15) business days of the effective date of withdrawal, that all such materials have been destroyed, including destruction of electronic copies from all servers, devices, backup systems, and repositories. Notwithstanding the foregoing, the withdrawing Party's Counsel may retain a single archival copy of Common Interest Materials to the extent required by applicable rules of professional conduct, ethical obligations, or document retention policies, provided that such archival copy is maintained in strict confidence and is not used for any purpose other than compliance with such obligations; and
(c) Continue to be bound by the confidentiality and non-disclosure obligations set forth in Article IV and the privilege preservation obligations set forth in Article V with respect to all Common Interest Materials previously received, which obligations shall survive withdrawal indefinitely, regardless of the reason for withdrawal.
Section 7.3 — Termination. This Agreement shall terminate upon the earliest to occur of the following:
(a) The written agreement of all Parties to terminate this Agreement;
(b) The final resolution of the Matter, including the conclusion of the DOJ Inquiry (whether by declination, non-prosecution agreement, deferred prosecution agreement, plea agreement, settlement, verdict, acquittal, dismissal, or otherwise) and the final resolution of all related OFAC proceedings, BIS proceedings, and other regulatory or enforcement proceedings, provided that the Agreement shall not be deemed terminated while any appeal, collateral challenge, or post-resolution compliance period remains pending or in effect; or
(c) The withdrawal of all but one Party from this Agreement, at which point the Agreement shall terminate automatically as there is no longer a basis for a common interest arrangement.
Section 7.4 — Survival. The obligations set forth in Article IV (Confidentiality and Non-Disclosure), Article V (Preservation of Privilege), and Section 7.2 (Effect of Withdrawal) shall survive the termination or expiration of this Agreement and shall continue in full force and effect indefinitely, binding upon the Parties, their Counsel, their successors, and their assigns.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
Section 8.1 — Authority. Each Party represents and warrants to the other Parties that:
(a) It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
(b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, or other organizational action;
(c) The person executing this Agreement on behalf of such Party has been duly authorized to do so and has the requisite authority to bind such Party to the terms hereof; and
(d) This Agreement constitutes a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Without limiting the foregoing:
(i) Dunmore: This Agreement is executed on behalf of Dunmore Energy Holdings Ltd. by Marcus Wellbourne, Esq., General Counsel, who has been duly authorized by the Board of Directors of DEH to execute this Agreement on behalf of DEH and its subsidiaries, including Dunmore Trading International Ltd. (DTI), Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd.;
(ii) Greystone: This Agreement is executed on behalf of Greystone Capital Partners Fund IV, L.P. by Richard Fairbanks, Managing Partner of Greystone Capital Management LLC, in its capacity as general partner of Greystone Capital Partners Fund IV, L.P., who has been duly authorized by Greystone Capital Management LLC to execute this Agreement on behalf of Greystone Fund IV; and
(iii) Thornbury: This Agreement is executed on behalf of Thornbury Infrastructure Fund II, L.P. by Helen Cresswell, Managing Director of Thornbury Asset Management Ltd., in its capacity as general partner of Thornbury Infrastructure Fund II, L.P., who has been duly authorized by Thornbury Asset Management Ltd. to execute this Agreement on behalf of Thornbury Fund II.
Section 8.2 — Compliance with Obligations. Each Party represents and warrants that it has reviewed and understands the confidentiality, non-disclosure, and privilege preservation obligations set forth in this Agreement, and that it will comply, and will cause its Counsel, directors, officers, employees, agents, and authorized recipients to comply, with all such obligations for the full duration of this Agreement and thereafter as provided in Section 7.4.
ARTICLE IX
DISPUTE RESOLUTION
Section 9.1 — Good Faith Consultation. In the event of any dispute, controversy, or claim arising under or relating to this Agreement, including any dispute regarding the scope of the common interest, the obligation to share or not share Common Interest Materials, the assertion or waiver of privilege, or the interpretation or enforcement of any provision hereof, the Parties and their respective Counsel shall first attempt to resolve such dispute through prompt, good faith consultation and negotiation. Such consultation shall involve the designated points of contact identified in Section 3.4, and may include in-person meetings, telephone conferences, or videoconferences. The Parties shall devote a reasonable period of time, not less than thirty (30) calendar days from the date of written notice of the dispute, to such good faith consultation before resorting to judicial resolution.
Section 9.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the federal common law of privilege, as applied by the United States District Court for the District of Columbia, the court with jurisdiction over the grand jury proceeding in the Matter. The Parties acknowledge that the common interest doctrine is a creature of federal common law and that the interpretation and application of this Agreement is properly governed by that body of law. To the extent that state law is applicable to any issue arising under or relating to this Agreement (including issues of contract interpretation, enforceability, or formation), this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles or any choice-of-law rule that would result in the application of the laws of any other jurisdiction.
Section 9.3 — Jurisdiction and Venue. Any judicial proceeding arising out of or relating to this Agreement, including any proceeding to compel disclosure of Common Interest Materials, to enforce the confidentiality or privilege preservation obligations hereunder, or to resolve any dispute regarding the interpretation or application of this Agreement, shall be brought exclusively in the United States District Court for the District of Columbia or the United States District Court for the Southern District of New York. Each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1 — Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written communications, negotiations, agreements, understandings, and representations among the Parties relating to the sharing of privileged and work-product-protected information in connection with the Matter. No Party has relied on any representation, promise, or inducement not contained in this Agreement in entering into this Agreement.
Section 10.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties to this Agreement. No oral modification or waiver of any provision hereof shall be effective. Any amendment shall be effective upon execution by all Parties and shall be binding upon the Parties and their respective Counsel.
Section 10.3 — No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties and their respective Counsel and does not create, confer, or bestow any right, benefit, remedy, or cause of action in, upon, or to any third party, whether as a third-party beneficiary or otherwise. No person or entity that is not a Party to this Agreement shall have any right to enforce any term or provision hereof.
Section 10.4 — Addition of Parties. Additional parties may be added to this Agreement only by written amendment executed by all existing Parties and the proposed additional party. Any proposed addition of a party must be approved by the unanimous written consent of all existing Parties. No Party shall unilaterally invite or permit any person or entity to participate in the sharing of Common Interest Materials under this Agreement without the prior written consent of all other Parties.
Section 10.5 — Notices. All notices, requests, consents, approvals, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery confirmed; (c) upon transmission by email to the addresses specified below, provided that the sender receives confirmation of receipt (excluding automated "out of office" replies); or (d) three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered, return receipt requested. Notices shall be addressed as follows:
To Dunmore:
Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA
With a copy to:
Victoria Chambers Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006, USA
To Greystone:
Richard Fairbanks Managing Partner Greystone Capital Management LLC c/o Arthur Pennington III Harwood & Pennington LLP 599 Lexington Avenue, 22nd Floor New York, NY 10022, USA
To Thornbury:
Helen Cresswell Managing Director Thornbury Asset Management Ltd. London, United Kingdom
Any Party may change its address for notices by providing written notice of such change to all other Parties in accordance with this Section 10.5.
Section 10.6 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature (including via DocuSign, Ashford Health IT, or similar platform) or by facsimile transmission shall be valid, binding, and effective for all purposes and shall have the same legal force and effect as execution and delivery of an original ink signature.
Section 10.7 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions, as so construed, substantially preserve the intent and purpose of this Agreement.
Section 10.8 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Joint Defense and Common Interest Agreement to be executed as of the date first written above by their duly authorized representatives.
PARTIES
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Wellbourne, Esq.
Title: General Counsel
Entity: Dunmore Energy Holdings Ltd.
Date: April 25, 2022
GREYSTONE CAPITAL PARTNERS FUND IV, L.P.
By: Greystone Capital Management LLC, its General Partner
By: ________
Name: Richard Fairbanks
Title: Managing Partner
Date: April 25, 2022
THORNBURY INFRASTRUCTURE FUND II, L.P.
By: Thornbury Asset Management Ltd., its General Partner
By: ________
Name: Helen Cresswell
Title: Managing Director
Date: April 25, 2022
ACKNOWLEDGED AND AGREED BY COUNSEL
The undersigned counsel acknowledge that they have reviewed this Agreement, that they understand and agree to be bound by its terms, and that they will comply with the confidentiality, non-disclosure, and privilege preservation obligations set forth herein.
CALDERWOOD & HARKNESS LLP Counsel for Dunmore Energy Holdings Ltd.
By: ________
Name: Victoria Chambers
Title: Partner
Address: 1750 Pennsylvania Avenue NW, Suite 800
Washington, DC 20006, USA
Date: April 25, 2022
HARWOOD & PENNINGTON LLP Counsel for Greystone Capital Partners Fund IV, L.P.
By: ________
Name: Arthur Pennington III
Title: Partner
Address: 599 Lexington Avenue, 22nd Floor
New York, NY 10022, USA
Date: April 25, 2022
THORNBURY ASSET MANAGEMENT LTD. In-House Counsel for Thornbury Infrastructure Fund II, L.P.
By: ________
Name: Helen Cresswell
Title: Managing Director
Date: April 25, 2022

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED WORK PRODUCT DOCTRINE COMMON INTEREST / JOINT DEFENSE PRIVILEGE

JOINT DEFENSE AND COMMON INTEREST AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

COMMON INTEREST AND JOINT DEFENSE

ARTICLE III

SHARING OF COMMON INTEREST MATERIALS

ARTICLE IV

CONFIDENTIALITY AND NON-DISCLOSURE

ARTICLE V

PRESERVATION OF PRIVILEGE

ARTICLE VI

LIMITATIONS AND EXCLUSIONS

ARTICLE VII

WITHDRAWAL AND TERMINATION

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

ARTICLE IX

DISPUTE RESOLUTION

ARTICLE X

MISCELLANEOUS PROVISIONS

PARTIES

DUNMORE ENERGY HOLDINGS LTD.

GREYSTONE CAPITAL PARTNERS FUND IV, L.P.

THORNBURY INFRASTRUCTURE FUND II, L.P.

ACKNOWLEDGED AND AGREED BY COUNSEL

Record

Parties

Dates

Amounts