1016-00009 · Dunmore Energy Holdings · Engagement & Scope

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / COMMON INTEREST COMMUNICATION

CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006

Telephone: (202) 457-8200 Facsimile: (202) 457-8201 www.calderwoodharkness.com

April 22, 2022

Via Email and FedEx

Arthur Pennington III, Esq. Partner Harwood & Pennington LLP 599 Lexington Avenue, 22nd Floor New York, NY 10022

Re: Proposed Common Interest Agreement and Information Sharing Protocol — Dunmore Energy Holdings Ltd. / DOJ Sanctions & Export Controls Inquiry

Calderwood & Harkness Matter No. 1016-00009

Dear Arthur:

I write to follow up on our telephone conversation of April 20, 2022, during which we discussed the need for a formal common interest arrangement among the parties with equity interests in Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the U.S. Department of Justice inquiry described below. As we discussed, the nature and scope of this matter make it imperative that we establish a structured framework for sharing privileged and work-product-protected information so that all parties with a shared legal interest can coordinate effectively in responding to the government's inquiry while preserving the full protections of the attorney-client privilege and work product doctrine.

As you know, your firm serves as outside counsel to Greystone Capital Partners Fund IV, L.P. (general partner: Greystone Capital Management LLC; managing partner: Richard Fairbanks). Greystone Capital Partners Fund IV, L.P. ("Greystone Fund IV") holds a 62.5% equity stake in Dunmore, making it the majority shareholder of the company. Given Greystone Fund IV's controlling interest in Dunmore, it has a direct, substantial, and continuing interest in the government's inquiry, the internal investigation being conducted by our firm, and the ultimate resolution of these matters. The purpose of this letter is to outline the proposed terms of a common interest agreement and an accompanying information sharing protocol for your review and comment.

I. BACKGROUND AND CONTEXT

A. The Client and the Matter

Calderwood & Harkness LLP was formally retained by Dunmore Energy Holdings Ltd. on April 14, 2022, to conduct a comprehensive internal investigation and to represent the company in connection with an inquiry by the U.S. Department of Justice's National Security Division. Our engagement encompasses the full scope of the government's inquiry, including the development and implementation of a response strategy, management of document preservation and production obligations, supervision of forensic accounting and data analytics workstreams, and coordination with Dunmore's in-house legal team and management.

By way of background for purposes of this letter, Dunmore is an exempted company incorporated with limited liability under the laws of the Cayman Islands (Registration No. MC-334821). The company maintains its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, and conducts business globally through a network of subsidiaries and affiliated entities. Dunmore's principal business activities encompass oil and gas exploration, production, and trading, as well as renewable energy development across multiple jurisdictions. For fiscal year 2021, Dunmore reported consolidated revenues of approximately $4.87 billion, and the company employs approximately 3,200 personnel across its global operations.

The following subsidiaries of Dunmore are particularly relevant to the subject matter of the DOJ inquiry:

• Dunmore Trading International Ltd., a company organized and operating in the Dubai International Financial Centre, UAE (DIFC License No. CL-4827), which serves as Dunmore's principal trading platform for crude oil and refined petroleum products;

• Dunmore upstream Americas LLC, a Delaware limited liability company headquartered in Houston, Texas (EIN 84-2937561), which manages Dunmore's upstream exploration and production operations in the Western Hemisphere;

• Dunmore Renewables GmbH, a company organized under the laws of Germany with offices in Hamburg, which oversees the company's renewable energy development activities in Europe; and

• Dunmore Exploration West Africa Ltd., a company organized and operating in Lagos, Nigeria, which manages Dunmore's exploration and production activities in the West African region.

As discussed below, the government's inquiry centers principally on the activities of Dunmore Trading International Ltd.'s Dubai-based trading desk, though the scope of the subpoena is broad enough to encompass transactions and communications involving all of Dunmore's operating subsidiaries.

B. The DOJ Inquiry

On April 19, 2022, the Counterintelligence and Export Control Section ("CES") of the DOJ's National Security Division caused the issuance of a grand jury subpoena to Dunmore Energy Holdings Ltd. The subpoena, designated Grand Jury Subpoena No. GJ No. 22-418, was issued through the U.S. District Court for the District of Columbia (Grand Jury 22-2). The subpoena was served on Dunmore's registered agent in the District of Columbia on the same date and was immediately forwarded to our attention by Marcus Wellbourne, Dunmore's General Counsel.

The subpoena seeks documents and records spanning the period from January 1, 2019 to the present, and covers a broad range of subject matter. Specifically, the subpoena demands the production of all documents and communications relating to or reflecting the following:

(a) Any and all transactions, dealings, correspondence, or negotiations with or involving Petronova Trading FZE, a free zone establishment believed to be organized in the UAE;

(b) Any and all transactions, dealings, correspondence, or negotiations with or involving Volkhov Industrial Group JSC, a Russian joint-stock company;

(c) Any and all transactions, dealings, correspondence, or negotiations with or involving Zenith Petroleum DMCC, a Dubai Multi Commodities Centre registered entity;

(d) Any and all transactions, dealings, correspondence, or negotiations with or involving Caspian Logistik GmbH, a German limited liability company;

(e) Any and all transactions involving the purchase, sale, transportation, transshipment, brokering, or financing of Russian-origin crude oil or refined petroleum products, regardless of the counterparty;

(f) Any and all transactions involving the export, re-export, or transfer (in-country) of oilfield equipment, technology, or related items to Russia, Belarus, or to any person or entity appearing on the Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the Bureau of Industry and Security ("BIS") Entity List, or the BIS Denied Persons List; and

(g) All documents relating to Dunmore's compliance policies, procedures, training, and internal controls with respect to U.S. sanctions and export control laws.

The government's inquiry concerns potential violations of U.S. sanctions laws, including programs administered by OFAC pursuant to Executive Order 14024 of April 15, 2021 ("Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation") and Directive 2 under Executive Order 13662 of March 20, 2014 (relating to prohibitions on dealings in new debt of certain specified Russian financial institutions and energy sector entities). The inquiry also concerns potential violations of U.S. export control regulations, specifically the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including in particular §746.5, which imposes license requirements for exports and re-exports of specified items to Russia and Belarus.

The criminal statutes potentially at issue include the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which provides criminal penalties for willful violations of sanctions programs administered by OFAC, and the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852, which authorizes criminal penalties for violations of export controls administered by BIS. Both statutes carry substantial criminal penalties, including significant fines and terms of imprisonment for individual violators.

Based on our initial review of the subpoena and our preliminary discussions with the government, we understand that the lead prosecutor on this matter is Assistant United States Attorney Meredith Calloway of the DOJ National Security Division. AUSA Calloway is supported by Trial Attorneys Samuel Kovacs and Diana Pressman, both of the Counterintelligence and Export Control Section. The lead investigative agent is Special Agent Paul Reinhardt of the FBI's Counterintelligence Division. We have had initial contact with AUSA Calloway to acknowledge receipt of the subpoena and to discuss procedural matters, including the timeline for document production.

C. Greystone's Interest

As noted above, Greystone Capital Partners Fund IV, L.P. holds a 62.5% equity stake in Dunmore, constituting a controlling majority interest. The remaining equity in Dunmore is held by Dunmore management (approximately 22.5%, held through various management equity vehicles) and Thornbury Infrastructure Fund II, L.P. (15%). Thornbury Infrastructure Fund II, L.P. ("Thornbury Fund II") is managed by its general partner, Thornbury Asset Management Ltd. (managing director: Helen Cresswell).

Greystone Fund IV's position as majority shareholder gives it a direct and substantial interest in the outcome of the DOJ inquiry across multiple dimensions. These include, without limitation: (a) the potential reputational consequences to Greystone and its portfolio companies if the inquiry results in public charges, enforcement actions, or adverse findings; (b) the financial exposure associated with potential penalties, fines, disgorgement, and the substantial costs of defense and remediation; (c) the regulatory consequences that could affect Dunmore's ability to operate in key jurisdictions or maintain existing government licenses and permits; (d) the potential impact on Greystone's ability to realize value from its investment through a future disposition or refinancing of the Dunmore stake; and (e) the governance and oversight implications arising from the inquiry, particularly to the extent the investigation may touch upon matters relating to the exercise of Greystone's rights as majority shareholder.

We anticipate that Thornbury Infrastructure Fund II, L.P., as a significant minority investor in Dunmore, will also wish to participate in the common interest arrangement. We are reaching out separately to Thornbury's management to discuss its participation and to identify its designated outside counsel for purposes of the agreement. Helen Cresswell has indicated preliminary interest in participating, and we expect to have counsel identified shortly.

I can confirm that Marcus Wellbourne, Dunmore's General Counsel, has reviewed and supports the proposed common interest arrangement. Mr. Wellbourne has authorized Calderwood & Harkness to proceed with formalizing the agreement with the relevant equity holders and their counsel, and he has confirmed that the Dunmore Board of Directors has been briefed on the proposed arrangement.

II. PROPOSED COMMON INTEREST AGREEMENT — KEY TERMS

Set forth below are the principal terms that we propose to include in the formal common interest agreement. We have endeavored to outline terms that are consistent with prevailing practice in matters of this nature and that appropriately balance the need for information sharing with the protection of each party's independent legal interests and privileges.

A. Purpose and Legal Basis

The purpose of the proposed common interest agreement (which may also be referred to as a joint defense agreement, though it is not limited to litigation defense) is to facilitate the sharing of privileged and work-product-protected information among Dunmore, Greystone Fund IV, and Thornbury Fund II (and their respective counsel) in connection with the DOJ inquiry, the associated internal investigation, and any related regulatory proceedings. By establishing a formal framework for such sharing, the agreement will enable the parties to coordinate their respective efforts, avoid duplication of work, and ensure that all parties are appropriately informed of developments that may affect their interests — all while preserving the full protections of the attorney-client privilege and work product doctrine.

The legal basis for the proposed agreement is the common interest doctrine (also known as the joint defense privilege or allied litigant doctrine). Under this well-established doctrine, communications among parties with a shared legal interest — and their respective counsel — may be exchanged without waiving the attorney-client privilege or work product protection that would otherwise attach to such communications. The common interest doctrine has been recognized by federal courts across the country, including in this jurisdiction, and is regularly employed in the context of government investigations, grand jury proceedings, and related regulatory matters.

The shared legal interest that supports the proposed agreement is clear and well-defined. All three equity holders in Dunmore — Greystone Fund IV, Thornbury Fund II, and Dunmore management — share a common legal interest in (i) defending against and resolving the DOJ inquiry, (ii) protecting Dunmore's business operations, assets, and reputation, (iii) minimizing the regulatory, financial, and reputational exposure of Dunmore and its equity holders, and (iv) ensuring that Dunmore's response to the government's inquiry is conducted in a thorough, organized, and legally defensible manner.

B. Proposed Parties

The proposed parties to the common interest agreement are as follows:

(1) Dunmore Energy Holdings Ltd., represented by Calderwood & Harkness LLP. I will serve as Responsible Partner on the engagement, with day-to-day oversight of all aspects of the representation. Howard Quinn, a partner in our New York office, will serve as Billing Partner.

(2) Greystone Capital Partners Fund IV, L.P., represented by Harwood & Pennington LLP. We understand that you, Arthur Pennington III, will serve as Lead Partner on the matter.

(3) Thornbury Infrastructure Fund II, L.P. — outside counsel to be confirmed. As noted above, we are in the process of coordinating with Thornbury's management to identify its designated counsel for purposes of the agreement.

The agreement will be executed by counsel on behalf of their respective clients, in each case upon obtaining appropriate authorization from the client. We anticipate that each counsel will confirm in writing that it has been duly authorized by its client to enter into the agreement.

C. Scope of Shared Information

The common interest agreement will cover all communications, documents, memoranda, analyses, legal opinions, and attorney work product shared among the parties and their counsel that relate to the DOJ inquiry, grand jury subpoena GJ No. 22-418, any related OFAC or BIS administrative proceedings or enforcement actions, and the internal investigation being conducted by Calderwood & Harkness on behalf of Dunmore.

Based on our preliminary assessment of the information that is likely to be developed in the course of the internal investigation and the government inquiry, we anticipate that the following categories of information will be shared under the agreement:

(i) Investigation Status Updates. Periodic updates on the progress of Calderwood & Harkness's internal investigation, including the status of document collection, review, and analysis, witness interview schedules and summaries (subject to appropriate protections), and key findings and areas of focus.

(ii) Legal Analysis. Summaries and analyses of the applicable legal framework, including the sanctions programs administered by OFAC (with particular focus on E.O. 14024 and Directive 2 under E.O. 13662), the Export Administration Regulations and their application to the transactions at issue, and the elements and potential penalties associated with criminal violations of IEEPA and ECRA. These analyses will be tailored to the specific factual circumstances identified in the investigation.

(iii) DOJ Communications and Strategy. Updates regarding communications with the DOJ, including the status of document productions, any requests for extensions or accommodations, the development and implementation of a cooperation strategy (to the extent one is adopted), and any proffer sessions, meetings, or other interactions with government personnel.

(iv) Forensic Accounting Findings. Summaries of the findings and analyses prepared by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319), which has been retained by Calderwood & Harkness at the direction of counsel to conduct forensic accounting work in connection with the investigation. Ridgeline's work will include tracing financial flows, analyzing transaction patterns, and identifying potentially problematic transactions involving the counterparties and subject matter identified in the subpoena.

(v) Remediation and Compliance. Information relating to the development and implementation of remedial measures and compliance program enhancements, including proposed improvements to Dunmore's sanctions and export control compliance program, personnel actions, and changes to internal controls and procedures.

(vi) Financial Exposure Assessments. Analyses of the potential financial exposure associated with the inquiry, including estimates of potential penalties and fines under IEEPA and ECRA, potential disgorgement of profits, projected defense costs and investigation expenses, and potential impacts on Dunmore's business operations and valuation.

We note that certain categories of information will be excluded from the scope of the common interest agreement. Specifically, information relating to the individual-specific legal representations of current or former Dunmore employees or officers who have retained or may retain personal counsel will not be shared under this agreement to the extent such information involves interests that are or may become adverse to those of the company or the equity holders. We are aware that the following individuals have already retained or are in the process of retaining personal counsel:

• Gerald Fisk (Managing Director, Dunmore Trading International Ltd.) — represented by Blackthorn & Associates LLP;

• Natasha Sorokin (Senior Trader, Dunmore Trading International Ltd.) — represented by Wexford Keane LLP; and

• Derek Hargrave (Vice President, Compliance, Dunmore Energy Holdings Ltd.) — represented by Overstreet & McClain PLLC.

To the extent the internal investigation identifies information that is uniquely relevant to the personal legal exposure of these individuals or others who retain personal counsel, such information will be addressed through the individual counsel relationships and will not be included in the materials shared under the common interest agreement.

D. Privilege Protections

The preservation of privilege is a foundational concern in structuring the common interest arrangement, and we propose that the agreement include robust protections in this regard. The key privilege provisions are as follows:

(1) Marking Requirement. All communications, documents, and materials shared under the common interest agreement will be marked: "PRIVILEGED AND CONFIDENTIAL — COMMON INTEREST COMMUNICATION." This marking requirement will apply to written memoranda, email communications, meeting agendas and notes, and any other materials transmitted among the parties.

(2) No Waiver. The sharing of privileged or work-product-protected information among the parties under the common interest agreement shall not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection as to any third party, including without limitation the DOJ, OFAC, BIS, the SEC, or any other government agency, regulatory body, or private litigant.

(3) Independent Privilege. Each party retains the right to assert the attorney-client privilege and work product protection independently with respect to its own communications and materials. The common interest agreement will not merge or consolidate the privilege rights of the respective parties.

(4) No Unilateral Waiver. No party to the common interest agreement may waive the privilege of any other party without the prior written consent of that party. Each party's privilege rights are independent and may be waived only by that party or its duly authorized counsel.

(5) Selective Waiver Protocol. We anticipate that, as the investigation progresses, Dunmore may consider making a selective or limited waiver of privilege to the DOJ or OFAC as part of a cooperation strategy. To the extent Dunmore elects to pursue such an approach, any proposed selective waiver will be discussed with all parties to the common interest agreement in advance of implementation. However, any such selective waiver will be limited in scope to the specific information and context necessary for cooperation purposes and will not affect the privilege protections that attach to common interest communications as to other third parties. Calderwood & Harkness is currently preparing a separate protocol governing the mechanics of selective waiver, which will be circulated for the parties' review and comment in due course.

E. Confidentiality Obligations

In addition to the privilege protections described above, the common interest agreement will impose strict confidentiality obligations on all parties. Specifically:

(1) All information shared under the common interest agreement is strictly confidential and may be used solely for the purpose of the common interest — that is, in connection with the DOJ inquiry, any related regulatory proceedings, the internal investigation, and the parties' joint efforts to respond to and resolve these matters.

(2) No party may disclose any information received under the common interest agreement to any third party without the prior written consent of the party that originally disclosed such information.

(3) Information shared under the common interest agreement may be disseminated only to the following categories of recipients:

(a) Outside counsel of record for each party (i.e., Calderwood & Harkness LLP for Dunmore, Harwood & Pennington LLP for Greystone Fund IV, and counsel to be confirmed for Thornbury Fund II);

(b) Designated in-house counsel of each party, including Marcus Wellbourne (General Counsel, Dunmore Energy Holdings Ltd.) and such in-house legal personnel of Greystone as may be designated by Arthur Pennington III in writing; and

(c) Third-party professionals retained at the direction of counsel who are bound by appropriate confidentiality obligations, including Ridgeline Advisory Group LLC (forensic accounting), Nexagen Analytics Inc. (e-discovery and data analytics), and Pemberton Investors Solutions LLC (compliance program assessment and remediation).

(4) With respect to Greystone Fund IV specifically, internal distribution of information received under the common interest agreement should be limited to Richard Fairbanks, Managing Partner, and such other Greystone personnel as you, Arthur, designate in writing. We recognize that Greystone may need to involve certain members of its investment team or compliance personnel, and we are flexible regarding the scope of the approved distribution list, provided that all recipients are made aware of and agree to abide by the confidentiality obligations set forth in the agreement.

F. Withdrawal and Termination

The common interest agreement will include the following provisions regarding withdrawal and termination:

(1) Voluntary Withdrawal. Any party may withdraw from the common interest agreement upon ten (10) business days' prior written notice to all other parties. No reason for withdrawal need be stated, and withdrawal by one party will not affect the continuing validity of the agreement among the remaining parties.

(2) Survival of Confidentiality. Upon withdrawal, the withdrawing party's obligations of confidentiality with respect to all information received under the common interest agreement during the period of its participation shall survive indefinitely. The withdrawing party shall continue to be bound by all confidentiality obligations set forth in the agreement with respect to previously shared information.

(3) Survival of Privilege. The privilege protections applicable to communications made during the effective period of the common interest agreement shall survive any party's withdrawal from the agreement. Communications that were privileged when made shall not lose their privileged character by reason of a party's subsequent withdrawal.

(4) Automatic Termination. The common interest agreement shall terminate automatically upon the final resolution of the DOJ inquiry and all related proceedings, including any appeals, provided that the confidentiality obligations and privilege protections set forth in the agreement shall survive such termination.

G. No Agency or Joint Representation

It is essential that the common interest agreement clearly delineate the respective roles and responsibilities of each party and its counsel. To that end, the agreement will contain the following provisions:

(1) The common interest agreement does not create an attorney-client relationship between any party's counsel and any other party. Calderwood & Harkness LLP represents only Dunmore Energy Holdings Ltd. Harwood & Pennington LLP represents only Greystone Capital Partners Fund IV, L.P. Each party's counsel owes duties of loyalty, competence, and confidentiality only to its own client.

(2) Each party retains full and independent decision-making authority with respect to its own legal strategy, its interactions with government authorities, and its business decisions. No party is bound by the legal judgments or strategic decisions of any other party, and no party may make representations on behalf of or bind any other party.

(3) Each party reserves the right to take positions that may be adverse to those of other parties to the agreement, subject to the confidentiality obligations set forth in the agreement. In the event that such adverse positions arise, the affected parties will confer in accordance with the conflict acknowledgment provisions described below.

(4) No party shall be liable for the legal fees, costs, or expenses of any other party incurred in connection with this matter, whether incurred before, during, or after the effective period of the common interest agreement.

H. Conflict Acknowledgment

We believe it is prudent for the common interest agreement to include an express acknowledgment that, while the parties currently share a common legal interest, circumstances may arise during the course of the investigation or the government's inquiry that create divergent or adverse interests among the parties. By way of example and not limitation, such circumstances could include:

• The investigation reveals conduct by Dunmore personnel that implicates decisions made by Greystone-designated members of the Dunmore Board of Directors or that relates to the exercise of Greystone's governance rights as majority shareholder;

• The government's inquiry expands to encompass the conduct of Greystone or Thornbury personnel in their capacity as investors or board members;

• One party determines that its interests are better served by a cooperation strategy that is inconsistent with the positions of other parties; or

• Disputes arise among the equity holders regarding the appropriate response to the government's inquiry, the allocation of defense costs, or remediation decisions.

In the event that any such conflict or divergence of interests arises, the parties will confer in good faith regarding the continuation, modification, or termination of the common interest arrangement. Any party may withdraw from the agreement in accordance with the withdrawal provisions described above. The agreement will not preclude any party from exercising its legal rights or pursuing its legal interests in the manner it deems appropriate, subject to the confidentiality obligations that survive withdrawal.

III. INFORMATION SHARING PROTOCOL — PROPOSED MECHANICS

In addition to the substantive terms of the common interest agreement described above, we propose to implement the following information sharing protocol to govern the practical mechanics of communications among the parties and their counsel.

A. Regular Updates

Calderwood & Harkness proposes to provide periodic written status updates to Harwood & Pennington (and, upon execution of the common interest agreement by Thornbury Fund II's counsel, to Thornbury's designated counsel as well) regarding the progress of the internal investigation, the status of DOJ correspondence and document productions, and other key developments in the matter. We propose that these updates be provided on a biweekly basis during the active phase of the investigation, or more frequently as warranted by material developments. Each written update will be transmitted via secure email using encrypted channels or through a secure file-sharing platform that provides appropriate access controls and audit trails. All such updates will be clearly marked as common interest communications and will be subject to the full privilege and confidentiality protections of the agreement.

B. Ad Hoc Communications

In addition to regular written updates, we anticipate that telephone conferences and, where appropriate, in-person meetings will be convened on an ad hoc basis to address time-sensitive issues or to prepare for significant milestones in the investigation or the government's inquiry. Such milestones may include, by way of example:

• Proffers or presentations to the DOJ or other government agencies;

• Major document productions or responses to supplemental subpoenas or requests;

• Witness interviews involving senior management or board-level individuals, particularly those with connections to Greystone's investment or governance activities;

• Receipt of target or subject letters or other significant communications from the government;

• Discussions regarding potential resolution frameworks, including plea agreements, deferred prosecution agreements, non-prosecution agreements, or civil settlements; and

• Any developments that may materially affect Greystone Fund IV's interests as majority shareholder.

Notes and summaries of such calls and meetings will be prepared and maintained by Calderwood & Harkness and shared with the parties under the protections of the common interest agreement. We will endeavor to provide reasonable advance notice of scheduled calls and meetings to ensure appropriate participation.

C. Document Sharing

Calderwood & Harkness may share selected investigation memoranda, legal analyses, and summaries of forensic accounting findings with Harwood & Pennington under the terms of the common interest agreement. We wish to note, however, that full underlying document sets — such as raw custodian files, complete e-discovery databases, or unredacted interview memoranda — will generally not be shared with the equity holders' counsel. Rather, our practice in matters of this nature is to provide summaries, analyses, and highlights of key documents and findings, which enable the equity holders' counsel to stay informed and to advise their clients effectively without creating unnecessary risks associated with the wider dissemination of the underlying document universe.

To the extent that specific documents or categories of documents are shared, all such materials will be Bates-stamped or otherwise uniquely identified and tracked for privilege log purposes. This will ensure that the parties can accurately account for the dissemination of all privileged and work-product-protected materials in the event that privilege is challenged by the government or any third party.

D. Points of Contact

To facilitate efficient and orderly communication, we propose the following designated points of contact for each party:

Calderwood & Harkness LLP (counsel to Dunmore): Victoria Chambers, Partner — Responsible Partner Jasmine Thornton, Associate — Lead Associate Washington, D.C. Office Telephone: (202) 457-8200

Harwood & Pennington LLP (counsel to Greystone Fund IV): Arthur Pennington III, Partner New York Office

Dunmore Energy Holdings Ltd. (in-house): Marcus Wellbourne, General Counsel Houston, Texas

Greystone Capital Partners Fund IV, L.P. (in-house): Richard Fairbanks, Managing Partner, or such other designee as may be identified by Arthur Pennington III in writing

All substantive communications under the common interest agreement should be directed to or through the designated points of contact to ensure appropriate tracking and to minimize the risk of inadvertent disclosure or dissemination outside the approved distribution list.

IV. PROPOSED NEXT STEPS

In light of the foregoing, we propose the following next steps to finalize and implement the common interest arrangement:

1. Review and Comment. We respectfully request that you review the proposed terms outlined in this letter and provide any comments, questions, or proposed modifications at your earliest convenience. We recognize that Greystone may have specific concerns or requirements that we have not addressed, and we are committed to working collaboratively to arrive at terms that are acceptable to all parties.

2. Finalization Call. We propose scheduling a telephone conference during the week of April 25, 2022, to discuss your comments, resolve any open issues, and finalize the terms of the common interest agreement. Please let us know your availability, and we will coordinate a time that works for all relevant participants.

3. Thornbury Participation. I can confirm that Calderwood & Harkness is simultaneously reaching out to Thornbury Infrastructure Fund II, L.P. regarding its participation in the common interest arrangement. Thornbury Fund II holds a 15% equity stake in Dunmore and, as a significant minority investor, has a meaningful interest in coordinating with the majority shareholder and the company in responding to the government's inquiry. We expect to have Thornbury's outside counsel identified shortly and will circulate the proposed agreement to Thornbury's counsel promptly upon identification.

4. Target Execution Date. Given the urgency of the matter, we propose a target execution date for the common interest agreement of April 25, 2022. We recognize that this is an aggressive timeline, but we believe that the expedited pace is warranted by the circumstances described below.

5. Expedited Timeline. The grand jury subpoena's original return date is May 19, 2022. While we intend to request — and have already initiated discussions with AUSA Calloway regarding — an extension of the return date, we must act promptly to preserve documents, issue litigation hold notices, and begin document collection across Dunmore's global operations. The document collection effort will span six jurisdictions — the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom — and will require coordination with local counsel and compliance with applicable data privacy and cross-border transfer regulations in each jurisdiction. Every day of delay in formalizing the common interest arrangement is a day in which critical information cannot be shared with Greystone's counsel on a protected basis.

V. CLOSING

Arthur, we are committed to protecting Greystone Fund IV's interests as majority shareholder throughout this process. We understand the gravity of the government's inquiry and the importance of a coordinated, well-managed response. A properly structured common interest arrangement will enable us to work together effectively while preserving each party's independent legal rights and the full protections of the attorney-client privilege and work product doctrine.

I am available to discuss any questions or concerns you may have at your convenience. Please do not hesitate to reach out to me directly by telephone or email.

Finally, I note that this letter itself constitutes a privileged and confidential communication subject to the attorney-client privilege and the work product doctrine. Pending the execution of the formal common interest agreement, we ask that you treat the contents of this letter, and any communications relating to the proposed arrangement, with the same degree of confidentiality that would apply under the formal agreement. This letter should not be disclosed to any third party without our prior written consent.

We look forward to working with you and your team on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner, White Collar & Investigations 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 457-8215

Email: vchambers@calderwoodharkness.com

cc:

Howard Quinn, Partner, Calderwood & Harkness LLP (New York)

Marcus Wellbourne, General Counsel, Dunmore Energy Holdings Ltd. (by separate cover — privileged)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / COMMON INTEREST COMMUNICATION This communication is protected by the attorney-client privilege, the work product doctrine, and the common interest doctrine. Any unauthorized review, use, disclosure, or distribution of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / COMMON INTEREST COMMUNICATION
CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
Telephone: (202) 457-8200 Facsimile: (202) 457-8201 www.calderwoodharkness.com
April 22, 2022
Via Email and FedEx
Arthur Pennington III, Esq. Partner Harwood & Pennington LLP 599 Lexington Avenue, 22nd Floor New York, NY 10022
Re: Proposed Common Interest Agreement and Information Sharing Protocol — Dunmore Energy Holdings Ltd. / DOJ Sanctions & Export Controls Inquiry
Calderwood & Harkness Matter No. 1016-00009
Dear Arthur:
I write to follow up on our telephone conversation of April 20, 2022, during which we discussed the need for a formal common interest arrangement among the parties with equity interests in Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in connection with the U.S. Department of Justice inquiry described below. As we discussed, the nature and scope of this matter make it imperative that we establish a structured framework for sharing privileged and work-product-protected information so that all parties with a shared legal interest can coordinate effectively in responding to the government's inquiry while preserving the full protections of the attorney-client privilege and work product doctrine.
As you know, your firm serves as outside counsel to Greystone Capital Partners Fund IV, L.P. (general partner: Greystone Capital Management LLC; managing partner: Richard Fairbanks). Greystone Capital Partners Fund IV, L.P. ("Greystone Fund IV") holds a 62.5% equity stake in Dunmore, making it the majority shareholder of the company. Given Greystone Fund IV's controlling interest in Dunmore, it has a direct, substantial, and continuing interest in the government's inquiry, the internal investigation being conducted by our firm, and the ultimate resolution of these matters. The purpose of this letter is to outline the proposed terms of a common interest agreement and an accompanying information sharing protocol for your review and comment.
I. BACKGROUND AND CONTEXT
A. The Client and the Matter
Calderwood & Harkness LLP was formally retained by Dunmore Energy Holdings Ltd. on April 14, 2022, to conduct a comprehensive internal investigation and to represent the company in connection with an inquiry by the U.S. Department of Justice's National Security Division. Our engagement encompasses the full scope of the government's inquiry, including the development and implementation of a response strategy, management of document preservation and production obligations, supervision of forensic accounting and data analytics workstreams, and coordination with Dunmore's in-house legal team and management.
By way of background for purposes of this letter, Dunmore is an exempted company incorporated with limited liability under the laws of the Cayman Islands (Registration No. MC-334821). The company maintains its operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, and conducts business globally through a network of subsidiaries and affiliated entities. Dunmore's principal business activities encompass oil and gas exploration, production, and trading, as well as renewable energy development across multiple jurisdictions. For fiscal year 2021, Dunmore reported consolidated revenues of approximately $4.87 billion, and the company employs approximately 3,200 personnel across its global operations.
The following subsidiaries of Dunmore are particularly relevant to the subject matter of the DOJ inquiry:
• Dunmore Trading International Ltd., a company organized and operating in the Dubai International Financial Centre, UAE (DIFC License No. CL-4827), which serves as Dunmore's principal trading platform for crude oil and refined petroleum products;
• Dunmore upstream Americas LLC, a Delaware limited liability company headquartered in Houston, Texas (EIN 84-2937561), which manages Dunmore's upstream exploration and production operations in the Western Hemisphere;
• Dunmore Renewables GmbH, a company organized under the laws of Germany with offices in Hamburg, which oversees the company's renewable energy development activities in Europe; and
• Dunmore Exploration West Africa Ltd., a company organized and operating in Lagos, Nigeria, which manages Dunmore's exploration and production activities in the West African region.
As discussed below, the government's inquiry centers principally on the activities of Dunmore Trading International Ltd.'s Dubai-based trading desk, though the scope of the subpoena is broad enough to encompass transactions and communications involving all of Dunmore's operating subsidiaries.
B. The DOJ Inquiry
On April 19, 2022, the Counterintelligence and Export Control Section ("CES") of the DOJ's National Security Division caused the issuance of a grand jury subpoena to Dunmore Energy Holdings Ltd. The subpoena, designated Grand Jury Subpoena No. GJ No. 22-418, was issued through the U.S. District Court for the District of Columbia (Grand Jury 22-2). The subpoena was served on Dunmore's registered agent in the District of Columbia on the same date and was immediately forwarded to our attention by Marcus Wellbourne, Dunmore's General Counsel.
The subpoena seeks documents and records spanning the period from January 1, 2019 to the present, and covers a broad range of subject matter. Specifically, the subpoena demands the production of all documents and communications relating to or reflecting the following:
(a) Any and all transactions, dealings, correspondence, or negotiations with or involving Petronova Trading FZE, a free zone establishment believed to be organized in the UAE;
(b) Any and all transactions, dealings, correspondence, or negotiations with or involving Volkhov Industrial Group JSC, a Russian joint-stock company;
(c) Any and all transactions, dealings, correspondence, or negotiations with or involving Zenith Petroleum DMCC, a Dubai Multi Commodities Centre registered entity;
(d) Any and all transactions, dealings, correspondence, or negotiations with or involving Caspian Logistik GmbH, a German limited liability company;
(e) Any and all transactions involving the purchase, sale, transportation, transshipment, brokering, or financing of Russian-origin crude oil or refined petroleum products, regardless of the counterparty;
(f) Any and all transactions involving the export, re-export, or transfer (in-country) of oilfield equipment, technology, or related items to Russia, Belarus, or to any person or entity appearing on the Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the Bureau of Industry and Security ("BIS") Entity List, or the BIS Denied Persons List; and
(g) All documents relating to Dunmore's compliance policies, procedures, training, and internal controls with respect to U.S. sanctions and export control laws.
The government's inquiry concerns potential violations of U.S. sanctions laws, including programs administered by OFAC pursuant to Executive Order 14024 of April 15, 2021 ("Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation") and Directive 2 under Executive Order 13662 of March 20, 2014 (relating to prohibitions on dealings in new debt of certain specified Russian financial institutions and energy sector entities). The inquiry also concerns potential violations of U.S. export control regulations, specifically the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including in particular §746.5, which imposes license requirements for exports and re-exports of specified items to Russia and Belarus.
The criminal statutes potentially at issue include the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which provides criminal penalties for willful violations of sanctions programs administered by OFAC, and the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852, which authorizes criminal penalties for violations of export controls administered by BIS. Both statutes carry substantial criminal penalties, including significant fines and terms of imprisonment for individual violators.
Based on our initial review of the subpoena and our preliminary discussions with the government, we understand that the lead prosecutor on this matter is Assistant United States Attorney Meredith Calloway of the DOJ National Security Division. AUSA Calloway is supported by Trial Attorneys Samuel Kovacs and Diana Pressman, both of the Counterintelligence and Export Control Section. The lead investigative agent is Special Agent Paul Reinhardt of the FBI's Counterintelligence Division. We have had initial contact with AUSA Calloway to acknowledge receipt of the subpoena and to discuss procedural matters, including the timeline for document production.
C. Greystone's Interest
As noted above, Greystone Capital Partners Fund IV, L.P. holds a 62.5% equity stake in Dunmore, constituting a controlling majority interest. The remaining equity in Dunmore is held by Dunmore management (approximately 22.5%, held through various management equity vehicles) and Thornbury Infrastructure Fund II, L.P. (15%). Thornbury Infrastructure Fund II, L.P. ("Thornbury Fund II") is managed by its general partner, Thornbury Asset Management Ltd. (managing director: Helen Cresswell).
Greystone Fund IV's position as majority shareholder gives it a direct and substantial interest in the outcome of the DOJ inquiry across multiple dimensions. These include, without limitation: (a) the potential reputational consequences to Greystone and its portfolio companies if the inquiry results in public charges, enforcement actions, or adverse findings; (b) the financial exposure associated with potential penalties, fines, disgorgement, and the substantial costs of defense and remediation; (c) the regulatory consequences that could affect Dunmore's ability to operate in key jurisdictions or maintain existing government licenses and permits; (d) the potential impact on Greystone's ability to realize value from its investment through a future disposition or refinancing of the Dunmore stake; and (e) the governance and oversight implications arising from the inquiry, particularly to the extent the investigation may touch upon matters relating to the exercise of Greystone's rights as majority shareholder.
We anticipate that Thornbury Infrastructure Fund II, L.P., as a significant minority investor in Dunmore, will also wish to participate in the common interest arrangement. We are reaching out separately to Thornbury's management to discuss its participation and to identify its designated outside counsel for purposes of the agreement. Helen Cresswell has indicated preliminary interest in participating, and we expect to have counsel identified shortly.
I can confirm that Marcus Wellbourne, Dunmore's General Counsel, has reviewed and supports the proposed common interest arrangement. Mr. Wellbourne has authorized Calderwood & Harkness to proceed with formalizing the agreement with the relevant equity holders and their counsel, and he has confirmed that the Dunmore Board of Directors has been briefed on the proposed arrangement.
II. PROPOSED COMMON INTEREST AGREEMENT — KEY TERMS
Set forth below are the principal terms that we propose to include in the formal common interest agreement. We have endeavored to outline terms that are consistent with prevailing practice in matters of this nature and that appropriately balance the need for information sharing with the protection of each party's independent legal interests and privileges.
A. Purpose and Legal Basis
The purpose of the proposed common interest agreement (which may also be referred to as a joint defense agreement, though it is not limited to litigation defense) is to facilitate the sharing of privileged and work-product-protected information among Dunmore, Greystone Fund IV, and Thornbury Fund II (and their respective counsel) in connection with the DOJ inquiry, the associated internal investigation, and any related regulatory proceedings. By establishing a formal framework for such sharing, the agreement will enable the parties to coordinate their respective efforts, avoid duplication of work, and ensure that all parties are appropriately informed of developments that may affect their interests — all while preserving the full protections of the attorney-client privilege and work product doctrine.
The legal basis for the proposed agreement is the common interest doctrine (also known as the joint defense privilege or allied litigant doctrine). Under this well-established doctrine, communications among parties with a shared legal interest — and their respective counsel — may be exchanged without waiving the attorney-client privilege or work product protection that would otherwise attach to such communications. The common interest doctrine has been recognized by federal courts across the country, including in this jurisdiction, and is regularly employed in the context of government investigations, grand jury proceedings, and related regulatory matters.
The shared legal interest that supports the proposed agreement is clear and well-defined. All three equity holders in Dunmore — Greystone Fund IV, Thornbury Fund II, and Dunmore management — share a common legal interest in (i) defending against and resolving the DOJ inquiry, (ii) protecting Dunmore's business operations, assets, and reputation, (iii) minimizing the regulatory, financial, and reputational exposure of Dunmore and its equity holders, and (iv) ensuring that Dunmore's response to the government's inquiry is conducted in a thorough, organized, and legally defensible manner.
B. Proposed Parties
The proposed parties to the common interest agreement are as follows:
(1) Dunmore Energy Holdings Ltd., represented by Calderwood & Harkness LLP. I will serve as Responsible Partner on the engagement, with day-to-day oversight of all aspects of the representation. Howard Quinn, a partner in our New York office, will serve as Billing Partner.
(2) Greystone Capital Partners Fund IV, L.P., represented by Harwood & Pennington LLP. We understand that you, Arthur Pennington III, will serve as Lead Partner on the matter.
(3) Thornbury Infrastructure Fund II, L.P. — outside counsel to be confirmed. As noted above, we are in the process of coordinating with Thornbury's management to identify its designated counsel for purposes of the agreement.
The agreement will be executed by counsel on behalf of their respective clients, in each case upon obtaining appropriate authorization from the client. We anticipate that each counsel will confirm in writing that it has been duly authorized by its client to enter into the agreement.
C. Scope of Shared Information
The common interest agreement will cover all communications, documents, memoranda, analyses, legal opinions, and attorney work product shared among the parties and their counsel that relate to the DOJ inquiry, grand jury subpoena GJ No. 22-418, any related OFAC or BIS administrative proceedings or enforcement actions, and the internal investigation being conducted by Calderwood & Harkness on behalf of Dunmore.
Based on our preliminary assessment of the information that is likely to be developed in the course of the internal investigation and the government inquiry, we anticipate that the following categories of information will be shared under the agreement:
(i) Investigation Status Updates. Periodic updates on the progress of Calderwood & Harkness's internal investigation, including the status of document collection, review, and analysis, witness interview schedules and summaries (subject to appropriate protections), and key findings and areas of focus.
(ii) Legal Analysis. Summaries and analyses of the applicable legal framework, including the sanctions programs administered by OFAC (with particular focus on E.O. 14024 and Directive 2 under E.O. 13662), the Export Administration Regulations and their application to the transactions at issue, and the elements and potential penalties associated with criminal violations of IEEPA and ECRA. These analyses will be tailored to the specific factual circumstances identified in the investigation.
(iii) DOJ Communications and Strategy. Updates regarding communications with the DOJ, including the status of document productions, any requests for extensions or accommodations, the development and implementation of a cooperation strategy (to the extent one is adopted), and any proffer sessions, meetings, or other interactions with government personnel.
(iv) Forensic Accounting Findings. Summaries of the findings and analyses prepared by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319), which has been retained by Calderwood & Harkness at the direction of counsel to conduct forensic accounting work in connection with the investigation. Ridgeline's work will include tracing financial flows, analyzing transaction patterns, and identifying potentially problematic transactions involving the counterparties and subject matter identified in the subpoena.
(v) Remediation and Compliance. Information relating to the development and implementation of remedial measures and compliance program enhancements, including proposed improvements to Dunmore's sanctions and export control compliance program, personnel actions, and changes to internal controls and procedures.
(vi) Financial Exposure Assessments. Analyses of the potential financial exposure associated with the inquiry, including estimates of potential penalties and fines under IEEPA and ECRA, potential disgorgement of profits, projected defense costs and investigation expenses, and potential impacts on Dunmore's business operations and valuation.
We note that certain categories of information will be excluded from the scope of the common interest agreement. Specifically, information relating to the individual-specific legal representations of current or former Dunmore employees or officers who have retained or may retain personal counsel will not be shared under this agreement to the extent such information involves interests that are or may become adverse to those of the company or the equity holders. We are aware that the following individuals have already retained or are in the process of retaining personal counsel:
• Gerald Fisk (Managing Director, Dunmore Trading International Ltd.) — represented by Blackthorn & Associates LLP;
• Natasha Sorokin (Senior Trader, Dunmore Trading International Ltd.) — represented by Wexford Keane LLP; and
• Derek Hargrave (Vice President, Compliance, Dunmore Energy Holdings Ltd.) — represented by Overstreet & McClain PLLC.
To the extent the internal investigation identifies information that is uniquely relevant to the personal legal exposure of these individuals or others who retain personal counsel, such information will be addressed through the individual counsel relationships and will not be included in the materials shared under the common interest agreement.
D. Privilege Protections
The preservation of privilege is a foundational concern in structuring the common interest arrangement, and we propose that the agreement include robust protections in this regard. The key privilege provisions are as follows:
(1) Marking Requirement. All communications, documents, and materials shared under the common interest agreement will be marked: "PRIVILEGED AND CONFIDENTIAL — COMMON INTEREST COMMUNICATION." This marking requirement will apply to written memoranda, email communications, meeting agendas and notes, and any other materials transmitted among the parties.
(2) No Waiver. The sharing of privileged or work-product-protected information among the parties under the common interest agreement shall not constitute a waiver of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection as to any third party, including without limitation the DOJ, OFAC, BIS, the SEC, or any other government agency, regulatory body, or private litigant.
(3) Independent Privilege. Each party retains the right to assert the attorney-client privilege and work product protection independently with respect to its own communications and materials. The common interest agreement will not merge or consolidate the privilege rights of the respective parties.
(4) No Unilateral Waiver. No party to the common interest agreement may waive the privilege of any other party without the prior written consent of that party. Each party's privilege rights are independent and may be waived only by that party or its duly authorized counsel.
(5) Selective Waiver Protocol. We anticipate that, as the investigation progresses, Dunmore may consider making a selective or limited waiver of privilege to the DOJ or OFAC as part of a cooperation strategy. To the extent Dunmore elects to pursue such an approach, any proposed selective waiver will be discussed with all parties to the common interest agreement in advance of implementation. However, any such selective waiver will be limited in scope to the specific information and context necessary for cooperation purposes and will not affect the privilege protections that attach to common interest communications as to other third parties. Calderwood & Harkness is currently preparing a separate protocol governing the mechanics of selective waiver, which will be circulated for the parties' review and comment in due course.
E. Confidentiality Obligations
In addition to the privilege protections described above, the common interest agreement will impose strict confidentiality obligations on all parties. Specifically:
(1) All information shared under the common interest agreement is strictly confidential and may be used solely for the purpose of the common interest — that is, in connection with the DOJ inquiry, any related regulatory proceedings, the internal investigation, and the parties' joint efforts to respond to and resolve these matters.
(2) No party may disclose any information received under the common interest agreement to any third party without the prior written consent of the party that originally disclosed such information.
(3) Information shared under the common interest agreement may be disseminated only to the following categories of recipients:
(a) Outside counsel of record for each party (i.e., Calderwood & Harkness LLP for Dunmore, Harwood & Pennington LLP for Greystone Fund IV, and counsel to be confirmed for Thornbury Fund II);
(b) Designated in-house counsel of each party, including Marcus Wellbourne (General Counsel, Dunmore Energy Holdings Ltd.) and such in-house legal personnel of Greystone as may be designated by Arthur Pennington III in writing; and
(c) Third-party professionals retained at the direction of counsel who are bound by appropriate confidentiality obligations, including Ridgeline Advisory Group LLC (forensic accounting), Nexagen Analytics Inc. (e-discovery and data analytics), and Pemberton Investors Solutions LLC (compliance program assessment and remediation).
(4) With respect to Greystone Fund IV specifically, internal distribution of information received under the common interest agreement should be limited to Richard Fairbanks, Managing Partner, and such other Greystone personnel as you, Arthur, designate in writing. We recognize that Greystone may need to involve certain members of its investment team or compliance personnel, and we are flexible regarding the scope of the approved distribution list, provided that all recipients are made aware of and agree to abide by the confidentiality obligations set forth in the agreement.
F. Withdrawal and Termination
The common interest agreement will include the following provisions regarding withdrawal and termination:
(1) Voluntary Withdrawal. Any party may withdraw from the common interest agreement upon ten (10) business days' prior written notice to all other parties. No reason for withdrawal need be stated, and withdrawal by one party will not affect the continuing validity of the agreement among the remaining parties.
(2) Survival of Confidentiality. Upon withdrawal, the withdrawing party's obligations of confidentiality with respect to all information received under the common interest agreement during the period of its participation shall survive indefinitely. The withdrawing party shall continue to be bound by all confidentiality obligations set forth in the agreement with respect to previously shared information.
(3) Survival of Privilege. The privilege protections applicable to communications made during the effective period of the common interest agreement shall survive any party's withdrawal from the agreement. Communications that were privileged when made shall not lose their privileged character by reason of a party's subsequent withdrawal.
(4) Automatic Termination. The common interest agreement shall terminate automatically upon the final resolution of the DOJ inquiry and all related proceedings, including any appeals, provided that the confidentiality obligations and privilege protections set forth in the agreement shall survive such termination.
G. No Agency or Joint Representation
It is essential that the common interest agreement clearly delineate the respective roles and responsibilities of each party and its counsel. To that end, the agreement will contain the following provisions:
(1) The common interest agreement does not create an attorney-client relationship between any party's counsel and any other party. Calderwood & Harkness LLP represents only Dunmore Energy Holdings Ltd. Harwood & Pennington LLP represents only Greystone Capital Partners Fund IV, L.P. Each party's counsel owes duties of loyalty, competence, and confidentiality only to its own client.
(2) Each party retains full and independent decision-making authority with respect to its own legal strategy, its interactions with government authorities, and its business decisions. No party is bound by the legal judgments or strategic decisions of any other party, and no party may make representations on behalf of or bind any other party.
(3) Each party reserves the right to take positions that may be adverse to those of other parties to the agreement, subject to the confidentiality obligations set forth in the agreement. In the event that such adverse positions arise, the affected parties will confer in accordance with the conflict acknowledgment provisions described below.
(4) No party shall be liable for the legal fees, costs, or expenses of any other party incurred in connection with this matter, whether incurred before, during, or after the effective period of the common interest agreement.
H. Conflict Acknowledgment
We believe it is prudent for the common interest agreement to include an express acknowledgment that, while the parties currently share a common legal interest, circumstances may arise during the course of the investigation or the government's inquiry that create divergent or adverse interests among the parties. By way of example and not limitation, such circumstances could include:
• The investigation reveals conduct by Dunmore personnel that implicates decisions made by Greystone-designated members of the Dunmore Board of Directors or that relates to the exercise of Greystone's governance rights as majority shareholder;
• The government's inquiry expands to encompass the conduct of Greystone or Thornbury personnel in their capacity as investors or board members;
• One party determines that its interests are better served by a cooperation strategy that is inconsistent with the positions of other parties; or
• Disputes arise among the equity holders regarding the appropriate response to the government's inquiry, the allocation of defense costs, or remediation decisions.
In the event that any such conflict or divergence of interests arises, the parties will confer in good faith regarding the continuation, modification, or termination of the common interest arrangement. Any party may withdraw from the agreement in accordance with the withdrawal provisions described above. The agreement will not preclude any party from exercising its legal rights or pursuing its legal interests in the manner it deems appropriate, subject to the confidentiality obligations that survive withdrawal.
III. INFORMATION SHARING PROTOCOL — PROPOSED MECHANICS
In addition to the substantive terms of the common interest agreement described above, we propose to implement the following information sharing protocol to govern the practical mechanics of communications among the parties and their counsel.
A. Regular Updates
Calderwood & Harkness proposes to provide periodic written status updates to Harwood & Pennington (and, upon execution of the common interest agreement by Thornbury Fund II's counsel, to Thornbury's designated counsel as well) regarding the progress of the internal investigation, the status of DOJ correspondence and document productions, and other key developments in the matter. We propose that these updates be provided on a biweekly basis during the active phase of the investigation, or more frequently as warranted by material developments. Each written update will be transmitted via secure email using encrypted channels or through a secure file-sharing platform that provides appropriate access controls and audit trails. All such updates will be clearly marked as common interest communications and will be subject to the full privilege and confidentiality protections of the agreement.
B. Ad Hoc Communications
In addition to regular written updates, we anticipate that telephone conferences and, where appropriate, in-person meetings will be convened on an ad hoc basis to address time-sensitive issues or to prepare for significant milestones in the investigation or the government's inquiry. Such milestones may include, by way of example:
• Proffers or presentations to the DOJ or other government agencies;
• Major document productions or responses to supplemental subpoenas or requests;
• Witness interviews involving senior management or board-level individuals, particularly those with connections to Greystone's investment or governance activities;
• Receipt of target or subject letters or other significant communications from the government;
• Discussions regarding potential resolution frameworks, including plea agreements, deferred prosecution agreements, non-prosecution agreements, or civil settlements; and
• Any developments that may materially affect Greystone Fund IV's interests as majority shareholder.
Notes and summaries of such calls and meetings will be prepared and maintained by Calderwood & Harkness and shared with the parties under the protections of the common interest agreement. We will endeavor to provide reasonable advance notice of scheduled calls and meetings to ensure appropriate participation.
C. Document Sharing
Calderwood & Harkness may share selected investigation memoranda, legal analyses, and summaries of forensic accounting findings with Harwood & Pennington under the terms of the common interest agreement. We wish to note, however, that full underlying document sets — such as raw custodian files, complete e-discovery databases, or unredacted interview memoranda — will generally not be shared with the equity holders' counsel. Rather, our practice in matters of this nature is to provide summaries, analyses, and highlights of key documents and findings, which enable the equity holders' counsel to stay informed and to advise their clients effectively without creating unnecessary risks associated with the wider dissemination of the underlying document universe.
To the extent that specific documents or categories of documents are shared, all such materials will be Bates-stamped or otherwise uniquely identified and tracked for privilege log purposes. This will ensure that the parties can accurately account for the dissemination of all privileged and work-product-protected materials in the event that privilege is challenged by the government or any third party.
D. Points of Contact
To facilitate efficient and orderly communication, we propose the following designated points of contact for each party:
Calderwood & Harkness LLP (counsel to Dunmore): Victoria Chambers, Partner — Responsible Partner Jasmine Thornton, Associate — Lead Associate Washington, D.C. Office Telephone: (202) 457-8200
Harwood & Pennington LLP (counsel to Greystone Fund IV): Arthur Pennington III, Partner New York Office
Dunmore Energy Holdings Ltd. (in-house): Marcus Wellbourne, General Counsel Houston, Texas
Greystone Capital Partners Fund IV, L.P. (in-house): Richard Fairbanks, Managing Partner, or such other designee as may be identified by Arthur Pennington III in writing
All substantive communications under the common interest agreement should be directed to or through the designated points of contact to ensure appropriate tracking and to minimize the risk of inadvertent disclosure or dissemination outside the approved distribution list.
IV. PROPOSED NEXT STEPS
In light of the foregoing, we propose the following next steps to finalize and implement the common interest arrangement:
1. Review and Comment. We respectfully request that you review the proposed terms outlined in this letter and provide any comments, questions, or proposed modifications at your earliest convenience. We recognize that Greystone may have specific concerns or requirements that we have not addressed, and we are committed to working collaboratively to arrive at terms that are acceptable to all parties.
2. Finalization Call. We propose scheduling a telephone conference during the week of April 25, 2022, to discuss your comments, resolve any open issues, and finalize the terms of the common interest agreement. Please let us know your availability, and we will coordinate a time that works for all relevant participants.
3. Thornbury Participation. I can confirm that Calderwood & Harkness is simultaneously reaching out to Thornbury Infrastructure Fund II, L.P. regarding its participation in the common interest arrangement. Thornbury Fund II holds a 15% equity stake in Dunmore and, as a significant minority investor, has a meaningful interest in coordinating with the majority shareholder and the company in responding to the government's inquiry. We expect to have Thornbury's outside counsel identified shortly and will circulate the proposed agreement to Thornbury's counsel promptly upon identification.
4. Target Execution Date. Given the urgency of the matter, we propose a target execution date for the common interest agreement of April 25, 2022. We recognize that this is an aggressive timeline, but we believe that the expedited pace is warranted by the circumstances described below.
5. Expedited Timeline. The grand jury subpoena's original return date is May 19, 2022. While we intend to request — and have already initiated discussions with AUSA Calloway regarding — an extension of the return date, we must act promptly to preserve documents, issue litigation hold notices, and begin document collection across Dunmore's global operations. The document collection effort will span six jurisdictions — the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom — and will require coordination with local counsel and compliance with applicable data privacy and cross-border transfer regulations in each jurisdiction. Every day of delay in formalizing the common interest arrangement is a day in which critical information cannot be shared with Greystone's counsel on a protected basis.
V. CLOSING
Arthur, we are committed to protecting Greystone Fund IV's interests as majority shareholder throughout this process. We understand the gravity of the government's inquiry and the importance of a coordinated, well-managed response. A properly structured common interest arrangement will enable us to work together effectively while preserving each party's independent legal rights and the full protections of the attorney-client privilege and work product doctrine.
I am available to discuss any questions or concerns you may have at your convenience. Please do not hesitate to reach out to me directly by telephone or email.
Finally, I note that this letter itself constitutes a privileged and confidential communication subject to the attorney-client privilege and the work product doctrine. Pending the execution of the formal common interest agreement, we ask that you treat the contents of this letter, and any communications relating to the proposed arrangement, with the same degree of confidentiality that would apply under the formal agreement. This letter should not be disclosed to any third party without our prior written consent.
We look forward to working with you and your team on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner, White Collar & Investigations 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 457-8215
Email: vchambers@calderwoodharkness.com
cc:
Howard Quinn, Partner, Calderwood & Harkness LLP (New York)
Marcus Wellbourne, General Counsel, Dunmore Energy Holdings Ltd. (by separate cover — privileged)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / COMMON INTEREST COMMUNICATION This communication is protected by the attorney-client privilege, the work product doctrine, and the common interest doctrine. Any unauthorized review, use, disclosure, or distribution of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / COMMON INTEREST COMMUNICATION

I. BACKGROUND AND CONTEXT

IV. PROPOSED NEXT STEPS

V. CLOSING

CALDERWOOD & HARKNESS LLP

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