1016-00009 · Dunmore Energy Holdings · Engagement & Scope

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CALDERWOOD & HARKNESS LLP Counselors at Law

1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006

Telephone: (202) 555-8400 Facsimile: (202) 555-8401

VICTORIA CHAMBERS Partner White Collar & Investigations Direct: (202) 555-8437 vchambers@calderwoodharkness.com

May 30, 2023

VIA ELECTRONIC MAIL AND HAND DELIVERY

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

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

Re: Supplemental Engagement Letter — Expansion of Scope to Include OFAC Voluntary Self-Disclosure; Matter No. 1016-00009

Dear Marcus:

I. Introduction

This supplemental engagement letter (this "Supplemental Letter") is entered into by and between Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") and Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), a Cayman Islands exempted company with limited liability (Registration No. MC-334821), and amends and supplements that certain Engagement Letter dated April 14, 2022 (the "Original Engagement Letter"), by and between the Firm and Dunmore, in connection with the Firm's representation of Dunmore in the matter referenced above (Matter No. 1016-00009). The purpose of this Supplemental Letter is to formally expand the scope of the Firm's representation of Dunmore to encompass the preparation and filing of a voluntary self-disclosure with the Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury, as more fully described herein.

Victoria Chambers shall continue to serve as the Responsible Partner for this engagement, and Howard Quinn shall continue to serve as the Billing Partner, both continuing in their respective roles as designated under the Original Engagement Letter. Except as specifically modified, amended, or supplemented by this Supplemental Letter, all terms, conditions, and provisions of the Original Engagement Letter remain in full force and effect and are hereby ratified and confirmed. In the event of any conflict between the terms of this Supplemental Letter and the Original Engagement Letter, the terms of this Supplemental Letter shall control with respect to the expanded scope of work described herein.

II. Background

The following recitals provide context for the expanded scope of engagement set forth in this Supplemental Letter:

A. On April 14, 2022, Dunmore retained Calderwood & Harkness to represent Dunmore in connection with an inquiry by the U.S. Department of Justice ("DOJ") concerning potential violations of U.S. sanctions laws, including programs administered by OFAC, and U.S. export control regulations. The DOJ inquiry was formally opened on April 19, 2022, and is being conducted by the DOJ National Security Division's Counterintelligence and Export Control Section (the "DOJ Investigation").

B. On April 19, 2022, the U.S. District Court for the District of Columbia (Grand Jury 22-2) issued a grand jury subpoena (GJ No. 22-418) to Dunmore's wholly owned subsidiary, Dunmore Trading International LLC ("DTI"), a Delaware limited liability company. The Firm has represented Dunmore and DTI in connection with all responses to this subpoena and related DOJ inquiries.

C. The scope of the Original Engagement Letter encompassed (i) conducting a comprehensive internal investigation into the facts and circumstances underlying the DOJ Investigation, (ii) responding to DOJ subpoenas, information requests, and other inquiries, and (iii) providing defense counsel services in connection with the DOJ National Security Division's investigation.

D. The internal investigation has now progressed substantially. Among other investigative steps, Calderwood & Harkness engaged Ridgeline Advisory Group LLC ("Ridgeline") (Engagement No. RAG-2022-0319) to conduct a forensic accounting analysis of relevant transaction flows, counterparty relationships, and payment channels. Ridgeline delivered its final forensic accounting report (the "Ridgeline Report") on April 1, 2023. The Firm's investigation team has also conducted extensive document review (encompassing approximately 3.2 million documents collected from Dunmore's electronic systems and custodian files), 47 witness interviews, and detailed analysis of sanctions screening records, trade compliance files, and internal communications.

E. Based on the internal investigation, the Firm has identified the following categories of apparent violations of OFAC-administered sanctions programs:

(i) Crude Oil Swap Transactions. The investigation identified fourteen (14) crude oil swap transactions with a total notional value of approximately $218.7 million, executed between Dunmore Trading International LLC and two counterparties: Petronova Trading FZE, a company registered in the Ras Al Khaimah Free Trade Zone, United Arab Emirates, and Zenith Petroleum DMCC, a company registered in the Dubai Multi Commodities Centre, United Arab Emirates. Of these fourteen transactions, nine (9) transactions with an aggregate notional value of approximately $156.3 million involved crude oil that was ultimately sourced from, or destined for, entities connected to Volkhov Industrial Group JSC ("Volkhov"), a Russian joint-stock company. Volkhov was designated under OFAC Directive 2 (issued November 15, 2019, pursuant to Executive Order 13662) and was subsequently added to the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List") on April 6, 2022, pursuant to Executive Order 14024.

(ii) Oilfield Equipment Exports. The investigation identified approximately $12.4 million in oilfield equipment exports facilitated through Caspian Logistik GmbH, a German freight forwarding and logistics company, to end users located in the Russian Federation. These transactions potentially implicate the Export Administration Regulations ("EAR"), specifically 15 C.F.R. §746.5, as well as related OFAC prohibitions.

(iii) Structured Payments. The investigation identified approximately $34.2 million in payments, structured across 127 individual transactions, routed through intermediary accounts held at Crescent Commercial Bank PJSC, a financial institution incorporated in the United Arab Emirates, in an apparent effort to obscure the ultimate beneficiaries and the connection of certain transactions to sanctioned persons and jurisdictions.

F. Based on these findings, and following extensive consultation between the Firm and Dunmore's General Counsel and Board of Directors, counsel and client have jointly determined that it is in Dunmore's interest to prepare and file a voluntary self-disclosure ("VSD") with OFAC's Office of Compliance and Enforcement to report the apparent violations of OFAC-administered sanctions programs identified during the internal investigation. The filing of a VSD is expected to constitute a significant mitigating factor under the OFAC Economic Sanctions Enforcement Guidelines (31 C.F.R. Part 501, Appendix A), and is consistent with Dunmore's broader cooperation strategy in connection with the DOJ Investigation.

III. Expanded Scope of Engagement

A. Additional Services

In addition to the services described in the Original Engagement Letter, which shall continue without interruption, the Firm shall provide the following additional legal services in connection with the preparation and filing of the OFAC voluntary self-disclosure (collectively, the "OFAC VSD Workstream"):

1. Preparation of VSD Narrative. Calderwood & Harkness will prepare a comprehensive voluntary self-disclosure narrative for submission to OFAC's Office of Compliance and Enforcement. The VSD narrative will cover all apparent violations of OFAC-administered sanctions programs identified during the internal investigation. Specifically, the VSD narrative will address:

(a) The nine (9) tainted crude oil swap transactions with an aggregate notional value of approximately $156.3 million involving Volkhov-connected counterparties, including Petronova Trading FZE and Zenith Petroleum DMCC, with a detailed transactional chronology, identification of the relevant sanctions programs and prohibitions, and an analysis of the facts and circumstances giving rise to the apparent violations;

(b) The oilfield equipment exports with an aggregate value of approximately $12.4 million facilitated through Caspian Logistik GmbH to end users in the Russian Federation, including a description of the goods exported, the logistics chain, and the sanctions and export control implications of these shipments;

(c) The approximately $34.2 million in structured payments routed through intermediary accounts at Crescent Commercial Bank PJSC across 127 transactions, including analysis of the payment flows, the use of intermediary entities, and the apparent purpose and effect of the payment structuring; and

(d) An integrated narrative tying together the above categories of conduct, identifying relevant personnel, internal systems and control failures, and the timeline of the relevant transactions and events.

2. Legal Analysis of Applicable Sanctions Programs. The Firm will prepare a thorough legal analysis of the OFAC-administered sanctions programs implicated by the identified conduct, including but not limited to Executive Order 14024 (Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation), Directive 2 issued under Executive Order 13662, and the regulations set forth at 31 C.F.R. Part 589 (Ukraine-/Russia-Related Sanctions Regulations). The analysis will address the specific prohibitions implicated, the basis for Dunmore's determination that the identified transactions constitute apparent violations, and any available statutory or regulatory defenses or exceptions.

3. Penalty Framework Assessment and Mitigating Factors. Calderwood & Harkness will prepare a detailed assessment of the OFAC Economic Sanctions Enforcement Guidelines (31 C.F.R. Part 501, Appendix A) and the applicable civil monetary penalty framework. This assessment will include identification and presentation of mitigating factors applicable to Dunmore's case, including but not limited to the following:

(a) The filing of a voluntary self-disclosure, which constitutes a significant mitigating factor under OFAC's Enforcement Guidelines;

(b) Dunmore's ongoing cooperation with the DOJ National Security Division in connection with the DOJ Investigation;

(c) The comprehensive remediation measures that Dunmore has undertaken and continues to implement, including the complete restructuring of its trade compliance program and the engagement of outside compliance consultants;

(d) The appointment of Priya Nayar as Chief Compliance Officer on August 1, 2022, and the organizational and personnel changes that Dunmore has implemented to strengthen its sanctions compliance infrastructure;

(e) Dunmore's voluntary disgorgement planning in connection with profits attributable to the tainted transactions; and

(f) Such additional mitigating factors as may be identified in the course of the VSD preparation process.

4. Coordination with DOJ. The Firm will coordinate with the DOJ National Security Division — specifically, Assistant United States Attorney Meredith Calloway and Trial Attorneys Samuel Kovacs and Diana Pressman — regarding the OFAC filing, to ensure consistency between the DOJ cooperation strategy being pursued under the Original Engagement Letter and the OFAC voluntary self-disclosure. This coordination will include, as appropriate, advance notification to DOJ of the filing, sharing of relevant portions of the VSD narrative with DOJ (subject to applicable privilege protections and in accordance with the Protocol for Selective Waiver referenced in Section VII below), and strategic consultation regarding the sequencing and content of disclosures.

5. OFAC Follow-Up. Calderwood & Harkness will respond to any follow-up inquiries from OFAC in connection with the VSD, including requests for additional information, documentation, or clarification from OFAC Compliance Analyst Erin Matsuda or other OFAC staff assigned to the matter. The Firm will manage all communications with OFAC on behalf of Dunmore, unless otherwise agreed.

6. BIS Voluntary Self-Disclosure Advisory. The Firm will provide strategic advice regarding whether a parallel voluntary self-disclosure to the Bureau of Industry and Security ("BIS"), U.S. Department of Commerce, is advisable in connection with the export control aspects of the matter, including the oilfield equipment exports potentially implicating EAR §746.5 and involving goods classified under Export Control Classification Numbers ("ECCNs") 2B350 and 2B999. This advisory work will include a preliminary assessment of the applicable BIS enforcement guidelines and the potential risks and benefits of a BIS VSD filing. Any decision to proceed with a BIS voluntary self-disclosure would be addressed in a further supplemental engagement letter, as set forth in Section III.B below.

7. Coordination with Compliance Consultants. Calderwood & Harkness will coordinate with Pemberton Investors Solutions LLC ("Marlowe Asset Management"), specifically Dr. Anton Bremer, Lead Consultant, regarding the description of remediation measures to be included in the VSD filing. Marlowe Asset Management has been engaged by Dunmore to assist with the design and implementation of enhanced sanctions compliance controls, and the VSD narrative will incorporate a detailed description of the remediation program developed by Marlowe Asset Management in consultation with Dunmore and the Firm.

8. Supplemental Filings. The Firm will prepare and submit any supplemental information, documentation, or amended filings requested by OFAC following the initial VSD submission, as part of the ongoing review process. This includes responding to OFAC's standard follow-up procedures and any additional requests for information that may arise during the agency's review of the VSD.

B. Matters Excluded from Expanded Scope

The following matters are expressly excluded from the scope of this Supplemental Letter, and the Firm's agreement to provide the additional services described in Section III.A above does not extend to these excluded matters:

1. Individual Representation. This Supplemental Letter does not cover the representation of any individual officers, directors, employees, or agents of Dunmore or any of its subsidiaries (including DTI) in their personal capacities. As previously discussed and acknowledged, the following former Dunmore personnel have retained separate personal counsel in connection with this matter:

(a) Gerald Fisk, former Chief Compliance Officer (departed Dunmore on June 10, 2022), is represented by Blackthorn & Associates LLP;

(b) Natasha Sorokin, former Senior Trader at DTI (separated from Dunmore on September 15, 2022), is represented by Wexford Keane LLP; and

(c) Derek Hargrave, former President of DTI (separated from Dunmore on October 1, 2022), is represented by Overstreet & McClain PLLC.

2. Individual OFAC Enforcement. This Supplemental Letter does not cover representation of Dunmore or any individual in connection with any separate enforcement action that OFAC might bring against individual officers, directors, employees, or agents of Dunmore or its subsidiaries based on the conduct described in the VSD or otherwise.

3. BIS Voluntary Self-Disclosure Filing. While the Firm will provide advisory services regarding the advisability of a parallel BIS voluntary self-disclosure (as described in Section III.A.6 above), the actual preparation and filing of any BIS VSD, if ultimately pursued, would be addressed in a further supplemental engagement letter to be negotiated and executed by the parties at that time.

IV. Staffing

The following Calderwood & Harkness attorneys and support personnel will be assigned to the OFAC VSD Workstream:

Victoria Chambers, Partner, White Collar & Investigations, Washington, D.C., will continue to serve as the lead partner and Responsible Partner for the overall engagement, including the OFAC VSD Workstream. Ms. Chambers will oversee all aspects of the VSD preparation and filing, provide strategic direction, manage coordination with DOJ and OFAC, and serve as the primary point of contact for Dunmore's General Counsel and Board of Directors on matters relating to the VSD.

Conrad Reeves, Senior Counsel, Export Controls & Sanctions, Washington, D.C., will serve as the primary attorney responsible for drafting the VSD narrative and conducting the OFAC penalty framework analysis. Mr. Reeves brings deep expertise in OFAC-administered sanctions programs, export control regulations under the EAR, and the voluntary self-disclosure processes of both OFAC and BIS. Mr. Reeves has extensive experience representing companies in OFAC enforcement proceedings and has successfully negotiated favorable outcomes in multiple OFAC VSD matters. He will also lead the legal analysis of applicable sanctions programs and advise on the strategic question of a potential parallel BIS voluntary self-disclosure.

Jasmine Thornton, Lead Associate, White Collar & Investigations, Washington, D.C., will assist with VSD preparation, with particular responsibility for integrating the forensic accounting findings from the Ridgeline Report into the VSD narrative. Ms. Thornton will also assist with the factual chronology, document compilation, and coordination with Ridgeline Advisory Group LLC on financial data verification.

Howard Quinn, Partner, White Collar & Investigations, New York, N.Y., will continue in his role as Billing Partner for the engagement. Mr. Quinn will review and approve all invoices and will be available to address any billing-related inquiries.

Liam Donahue, Working Associate, White Collar & Investigations, New York, N.Y., will provide additional support for document review, research, and drafting as needed in connection with both the OFAC VSD Workstream and the ongoing DOJ defense engagement.

Elena Vasquez, Paralegal Manager, Washington, D.C., will manage document production, exhibit preparation, filing logistics, and administrative support for the OFAC VSD Workstream.

Additional attorneys, paralegals, and staff may be assigned to the OFAC VSD Workstream as needed, and the Firm will notify Dunmore's General Counsel of any material changes to the staffing described above.

Outside Consultants. In connection with the OFAC VSD Workstream, the Firm will continue to coordinate with the following outside consultants engaged by Dunmore:

(a) Pemberton Investors Solutions LLC (Dr. Anton Bremer, Lead Consultant) — for remediation-related content to be incorporated into the VSD narrative; and

(b) Ridgeline Advisory Group LLC — which may be consulted as needed for financial data verification and any supplemental analysis required to support the VSD filing.

The fees of these outside consultants are billed directly to Dunmore under their respective engagement agreements and are not included in the Firm's fee estimates set forth in Section V below.

V. Estimated Fees and Budget

Fees for the expanded scope of work described in this Supplemental Letter will be billed in accordance with the billing rates and terms set forth in the Original Engagement Letter dated April 14, 2022, as adjusted by the annual rate schedule update effective January 1, 2023 (see Exhibit C hereto). All time expended by attorneys and professional staff on the OFAC VSD Workstream will be recorded contemporaneously and billed at the applicable hourly rates.

Based on the Firm's current assessment of the scope and complexity of the OFAC VSD Workstream, the Firm provides the following preliminary budget estimate:

This preliminary budget estimate is provided for planning purposes and represents the Firm's good-faith assessment based on currently available information. Actual fees may vary from the estimate depending upon a number of factors, including the complexity of OFAC's review, the volume and nature of follow-up inquiries from OFAC, the extent of additional factual development required, and any changes in the scope of the VSD filing. The Firm will promptly notify Dunmore's General Counsel if it becomes apparent that actual fees are likely to exceed the upper end of the estimated range, and the Firm will not exceed the upper end of the estimated range without prior discussion with and approval from Dunmore.

The budget estimate set forth above does not include the following, which are expressly excluded:

(a) Any civil monetary penalty or other monetary sanction that OFAC may impose on Dunmore, which would be Dunmore's direct financial obligation;

(b) Fees and costs associated with any separate BIS voluntary self-disclosure filing, which, if pursued, would be addressed in a further supplemental engagement letter;

(c) Fees of Ridgeline Advisory Group LLC, Pemberton Investors Solutions LLC, or any other outside consultant, which are billed directly to Dunmore under their respective engagement agreements; and

(d) Any fees or costs arising from OFAC enforcement proceedings beyond the initial VSD filing and follow-up contemplated herein (e.g., formal administrative enforcement, settlement negotiations, or hearing proceedings), which would be addressed in a further supplemental engagement letter if such proceedings arise.

Fees for the existing DOJ defense engagement continue to accrue under the Original Engagement Letter. Total Calderwood & Harkness fees through the conclusion of the overall matter (including both the DOJ defense and the OFAC VSD Workstream) are projected at this stage but cannot be precisely estimated, given the inherent uncertainties associated with government investigations and enforcement proceedings.

Expenses incurred in connection with the OFAC VSD Workstream, including but not limited to travel, document reproduction, database hosting, outside vendor costs, and courier and filing charges, will continue to be billed as set forth in the Original Engagement Letter.

VI. Billing and Payment Terms

The billing and payment terms set forth in the Original Engagement Letter remain unchanged and shall apply to all fees and expenses arising in connection with the OFAC VSD Workstream. For convenience of reference, the key billing and payment terms are summarized as follows:

• Invoices will be rendered on a monthly billing cycle, reflecting all fees and expenses incurred during the prior calendar month.

• All invoices are payable within thirty (30) days of receipt.

• The Billing Partner for this engagement is Howard Quinn, Calderwood & Harkness LLP, 450 Lexington Avenue, 38th Floor, New York, NY 10017. All billing inquiries should be directed to Mr. Quinn at hquinn@calderwoodharkness.com or (212) 555-7200.

• Calderwood & Harkness reserves the right to suspend work on the engagement if invoices are not paid within sixty (60) days of the invoice date, subject to applicable ethical obligations and the terms of the Original Engagement Letter.

Insurance. Dunmore has confirmed that it has notified its directors' and officers' liability insurance carrier, Garrison Mutual Insurance Co. (Policy No. GM-DO-2021-08734, with a $50 million aggregate limit / $10 million per claim limit, and a $2.5 million retention), of this expanded scope of engagement. Dunmore understands that coverage for OFAC-related defense costs is subject to the carrier's determination and the specific terms, conditions, and exclusions of the policy, and that the Firm expresses no opinion regarding the availability or extent of insurance coverage for fees, costs, or penalties arising from the OFAC VSD Workstream.

VII. Confidentiality and Privilege

The Firm and Dunmore hereby reaffirm that all communications, work product, memoranda, analyses, draft filings, and advice rendered in connection with the preparation and filing of the OFAC voluntary self-disclosure are protected by the attorney-client privilege and the work product doctrine, to the fullest extent permitted by applicable law.

The parties acknowledge and reaffirm the continuing applicability of the Memorandum re: Privilege & Work Product Protections — Protocol for Selective Waiver to DOJ & OFAC dated July 1, 2022 (the "Protocol Memorandum"), which is attached hereto as Exhibit B and incorporated by reference. The Protocol Memorandum governs the scope, procedures, and limitations applicable to any selective waiver of attorney-client privilege or work product protection in connection with disclosures to the DOJ and OFAC. All disclosures of privileged or work-product-protected information to OFAC in connection with the VSD shall be made in accordance with the procedures set forth in the Protocol Memorandum.

The parties further acknowledge that the filing of the OFAC voluntary self-disclosure will constitute a limited and selective waiver of privilege as to the specific factual information disclosed to OFAC in the VSD narrative and any accompanying documentation. However, such waiver shall be strictly limited to the information actually disclosed to OFAC, shall not extend to any third party, and shall not constitute a general waiver, subject-matter waiver, or waiver of any privilege or protection with respect to underlying attorney-client communications, legal analyses, mental impressions, or other work product not specifically included in the VSD filing. The Firm will take appropriate steps to mark all VSD submissions with legends preserving applicable privileges to the extent practicable under the circumstances.

The parties further acknowledge the continuing effectiveness of the Common Interest Agreement dated April 25, 2022 (the "Common Interest Agreement"), among Dunmore, Greystone Capital Partners Fund IV, L.P. ("Greystone"), and Thornbury Infrastructure Fund II, L.P. ("Thornbury"). Information shared among the parties to the Common Interest Agreement regarding the OFAC VSD will be subject to the terms and protections of that agreement. Calderwood & Harkness will coordinate with counsel for Greystone and Thornbury regarding the scope and content of information to be shared under the Common Interest Agreement, in accordance with the procedures set forth therein.

VIII. Coordination with Other Counsel and Advisors

In connection with the OFAC VSD Workstream, the Firm anticipates the need to coordinate with the following outside counsel and advisors:

1. Greystone Capital Partners Fund IV, L.P. Calderwood & Harkness will coordinate with Harwood & Pennington LLP (Arthur Pennington III, engagement partner), counsel for Greystone Capital Partners Fund IV, L.P., under the Common Interest Agreement regarding the OFAC filing and its implications for Greystone as the majority shareholder (holding approximately 62.5% of Dunmore's equity). This coordination will include sharing relevant portions of the VSD narrative and strategy with Greystone's counsel, subject to the terms and limitations of the Common Interest Agreement, and consulting on the potential impact of the OFAC proceeding on Greystone's investment and reporting obligations.

2. Personal Counsel for Separated Employees. Calderwood & Harkness will not share privileged or confidential information with personal counsel for separated employees — specifically, Blackthorn & Associates LLP (counsel for Gerald Fisk), Wexford Keane LLP (counsel for Natasha Sorokin), or Overstreet & McClain PLLC (counsel for Derek Hargrave) — absent specific written authorization from Dunmore. If circumstances arise in which sharing of information with personal counsel for any of these individuals would be in Dunmore's interest, the Firm will consult with Dunmore's General Counsel before making any such disclosure.

3. Outside Auditors. Calderwood & Harkness will coordinate with Ashford & Whitmore LLP (Kenneth Ashford, engagement partner), Dunmore's independent outside auditors, to the extent that the OFAC VSD or its outcome has implications for Dunmore's financial reporting, internal controls disclosures, or contingent liability assessments. Such coordination will be conducted in a manner consistent with applicable privilege protections and professional standards governing communications between legal counsel and auditors.

IX. Client Responsibilities

In connection with the OFAC VSD Workstream, Dunmore agrees to the following client responsibilities, which are in addition to and consistent with the client cooperation obligations set forth in the Original Engagement Letter:

1. Full Cooperation. Dunmore will continue to provide full and timely cooperation to the Firm in connection with the OFAC VSD Workstream, including making available all relevant documents, records, data, electronic files, and personnel reasonably requested by the Firm. Dunmore acknowledges that the quality and completeness of the VSD filing depends upon the prompt and thorough provision of information by Dunmore.

2. Primary Client Contacts. Dunmore designates the following individuals as the primary client contacts for the OFAC VSD Workstream:

(a) Marcus Wellbourne, General Counsel, who will serve as the primary legal contact and will be responsible for coordinating internal approvals and Board-level communications; and

(b) Priya Nayar, Chief Compliance Officer (appointed August 1, 2022), who will serve as the primary operational contact and will be responsible for facilitating access to compliance records, remediation documentation, and compliance program information.

3. Government Communications. Dunmore will promptly notify Calderwood & Harkness, within twenty-four (24) hours of receipt, of any communications received directly from OFAC, the DOJ, the Bureau of Industry and Security, or any other U.S. or foreign government agency relating to the matters covered by this engagement. Dunmore will not respond to any such government communications without first consulting with the Firm, except as otherwise required by law.

4. Review and Approval of VSD. Dunmore will review and provide comments on drafts of the OFAC VSD narrative and cover letter in a timely manner, and will approve the final versions of these documents before their submission to OFAC. Dunmore understands that the VSD narrative will contain factual representations attributed to Dunmore, and Dunmore will be responsible for confirming the accuracy and completeness of all such factual representations.

X. Conflicts

The Firm's conflict check, originally conducted on April 13, 2022, and periodically updated thereafter in the ordinary course, has been refreshed in connection with the expanded scope of engagement described in this Supplemental Letter. Based on the refreshed conflict check, no new conflicts of interest have been identified.

Specifically, the Firm confirms that it does not currently represent, and has not during the pendency of this engagement represented, Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, Caspian Logistik GmbH, Crescent Commercial Bank PJSC, or any of their respective directors, officers, affiliates, or related entities, in any matter.

The Firm further confirms that it does not represent any individual officer, director, employee, or agent of Dunmore or any of its subsidiaries in their personal capacity in connection with this matter or any matter arising from the same facts and circumstances. As noted in Section III.B above, certain former Dunmore personnel have retained separate personal counsel.

In the event that any actual or potential conflict of interest arises in the future in connection with this engagement, the Firm will promptly notify Dunmore and take such steps as are required by the applicable Rules of Professional Conduct.

XI. Termination

Either party may terminate this Supplemental Letter and the expanded scope of engagement described herein upon written notice to the other party, subject to the terms governing termination set forth in the Original Engagement Letter. Termination of this Supplemental Letter shall not affect the Firm's representation of Dunmore under the Original Engagement Letter (i.e., the DOJ defense engagement), unless the Original Engagement Letter is also terminated in accordance with its terms.

Upon termination of this Supplemental Letter, Calderwood & Harkness will take all reasonable steps to protect Dunmore's interests, including providing a timely and orderly transition of the OFAC VSD file, work product, and related materials to successor counsel, if applicable, in accordance with the Firm's obligations under the applicable Rules of Professional Conduct. Dunmore will remain responsible for payment of all fees and expenses incurred through the effective date of termination.

XII. Governing Law and Dispute Resolution

The governing law and dispute resolution provisions set forth in the Original Engagement Letter shall apply to this Supplemental Letter. For ease of reference, the Original Engagement Letter provides that the engagement shall be governed by the laws of the State of New York, without regard to conflict of laws principles, and that any dispute arising out of or relating to the engagement shall be resolved in accordance with the dispute resolution procedures specified therein.

XIII. Counterparts and Execution

This Supplemental Letter may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Facsimile and electronic (including PDF) signatures shall be deemed to have the same force and effect as original signatures for all purposes.

By signing below, the parties confirm their agreement to the terms set forth in this Supplemental Letter, effective as of May 30, 2023.

We are pleased to continue our representation of Dunmore in this important matter and are committed to working diligently on behalf of the company in connection with the OFAC voluntary self-disclosure process. Please do not hesitate to contact me directly if you have any questions regarding the terms of this Supplemental Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Victoria Chambers

Title: Partner, White Collar & Investigations

Date: ________

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Wellbourne, Esq.

Title: General Counsel

Date: ________

XIV. Enclosures

The following documents are incorporated by reference into this Supplemental Letter:

Exhibit A: Original Engagement Letter dated April 14, 2022, between Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. (Matter No. 1016-00009)

Exhibit B: Memorandum re: Privilege & Work Product Protections — Protocol for Selective Waiver to DOJ & OFAC, dated July 1, 2022

Exhibit C: Current Billing Rate Schedule, effective as of January 1, 2023

Copies of Exhibits A, B, and C are on file with both parties and are not reproduced herein. In the event of any inconsistency between the terms of this Supplemental Letter and the documents incorporated by reference, the terms of this Supplemental Letter shall control with respect to the OFAC VSD Workstream.

Work Component	Estimated Fee Range
VSD Narrative Preparation (drafting, factual development, integration of forensic accounting findings)	$175,000 – $275,000
OFAC Penalty Framework Analysis and Mitigating Factors Presentation	$50,000 – $75,000
DOJ Coordination re: OFAC Filing	$40,000 – $60,000
OFAC Submission and Initial Follow-Up	$60,000 – $90,000
BIS VSD Advisory (preliminary assessment only)	$25,000 – $40,000
Project Management, Administrative, and Miscellaneous	$50,000 – $60,000
Total Estimated Range	$400,000 – $600,000

CALDERWOOD & HARKNESS LLP Counselors at Law
1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
Telephone: (202) 555-8400 Facsimile: (202) 555-8401
VICTORIA CHAMBERS Partner White Collar & Investigations Direct: (202) 555-8437 vchambers@calderwoodharkness.com
May 30, 2023
VIA ELECTRONIC MAIL AND HAND DELIVERY
Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
Re: Supplemental Engagement Letter — Expansion of Scope to Include OFAC Voluntary Self-Disclosure; Matter No. 1016-00009
Dear Marcus:
I. Introduction
This supplemental engagement letter (this "Supplemental Letter") is entered into by and between Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") and Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), a Cayman Islands exempted company with limited liability (Registration No. MC-334821), and amends and supplements that certain Engagement Letter dated April 14, 2022 (the "Original Engagement Letter"), by and between the Firm and Dunmore, in connection with the Firm's representation of Dunmore in the matter referenced above (Matter No. 1016-00009). The purpose of this Supplemental Letter is to formally expand the scope of the Firm's representation of Dunmore to encompass the preparation and filing of a voluntary self-disclosure with the Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury, as more fully described herein.
Victoria Chambers shall continue to serve as the Responsible Partner for this engagement, and Howard Quinn shall continue to serve as the Billing Partner, both continuing in their respective roles as designated under the Original Engagement Letter. Except as specifically modified, amended, or supplemented by this Supplemental Letter, all terms, conditions, and provisions of the Original Engagement Letter remain in full force and effect and are hereby ratified and confirmed. In the event of any conflict between the terms of this Supplemental Letter and the Original Engagement Letter, the terms of this Supplemental Letter shall control with respect to the expanded scope of work described herein.
II. Background
The following recitals provide context for the expanded scope of engagement set forth in this Supplemental Letter:
A. On April 14, 2022, Dunmore retained Calderwood & Harkness to represent Dunmore in connection with an inquiry by the U.S. Department of Justice ("DOJ") concerning potential violations of U.S. sanctions laws, including programs administered by OFAC, and U.S. export control regulations. The DOJ inquiry was formally opened on April 19, 2022, and is being conducted by the DOJ National Security Division's Counterintelligence and Export Control Section (the "DOJ Investigation").
B. On April 19, 2022, the U.S. District Court for the District of Columbia (Grand Jury 22-2) issued a grand jury subpoena (GJ No. 22-418) to Dunmore's wholly owned subsidiary, Dunmore Trading International LLC ("DTI"), a Delaware limited liability company. The Firm has represented Dunmore and DTI in connection with all responses to this subpoena and related DOJ inquiries.
C. The scope of the Original Engagement Letter encompassed (i) conducting a comprehensive internal investigation into the facts and circumstances underlying the DOJ Investigation, (ii) responding to DOJ subpoenas, information requests, and other inquiries, and (iii) providing defense counsel services in connection with the DOJ National Security Division's investigation.
D. The internal investigation has now progressed substantially. Among other investigative steps, Calderwood & Harkness engaged Ridgeline Advisory Group LLC ("Ridgeline") (Engagement No. RAG-2022-0319) to conduct a forensic accounting analysis of relevant transaction flows, counterparty relationships, and payment channels. Ridgeline delivered its final forensic accounting report (the "Ridgeline Report") on April 1, 2023. The Firm's investigation team has also conducted extensive document review (encompassing approximately 3.2 million documents collected from Dunmore's electronic systems and custodian files), 47 witness interviews, and detailed analysis of sanctions screening records, trade compliance files, and internal communications.
E. Based on the internal investigation, the Firm has identified the following categories of apparent violations of OFAC-administered sanctions programs:
(i) Crude Oil Swap Transactions. The investigation identified fourteen (14) crude oil swap transactions with a total notional value of approximately $218.7 million, executed between Dunmore Trading International LLC and two counterparties: Petronova Trading FZE, a company registered in the Ras Al Khaimah Free Trade Zone, United Arab Emirates, and Zenith Petroleum DMCC, a company registered in the Dubai Multi Commodities Centre, United Arab Emirates. Of these fourteen transactions, nine (9) transactions with an aggregate notional value of approximately $156.3 million involved crude oil that was ultimately sourced from, or destined for, entities connected to Volkhov Industrial Group JSC ("Volkhov"), a Russian joint-stock company. Volkhov was designated under OFAC Directive 2 (issued November 15, 2019, pursuant to Executive Order 13662) and was subsequently added to the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List") on April 6, 2022, pursuant to Executive Order 14024.
(ii) Oilfield Equipment Exports. The investigation identified approximately $12.4 million in oilfield equipment exports facilitated through Caspian Logistik GmbH, a German freight forwarding and logistics company, to end users located in the Russian Federation. These transactions potentially implicate the Export Administration Regulations ("EAR"), specifically 15 C.F.R. §746.5, as well as related OFAC prohibitions.
(iii) Structured Payments. The investigation identified approximately $34.2 million in payments, structured across 127 individual transactions, routed through intermediary accounts held at Crescent Commercial Bank PJSC, a financial institution incorporated in the United Arab Emirates, in an apparent effort to obscure the ultimate beneficiaries and the connection of certain transactions to sanctioned persons and jurisdictions.
F. Based on these findings, and following extensive consultation between the Firm and Dunmore's General Counsel and Board of Directors, counsel and client have jointly determined that it is in Dunmore's interest to prepare and file a voluntary self-disclosure ("VSD") with OFAC's Office of Compliance and Enforcement to report the apparent violations of OFAC-administered sanctions programs identified during the internal investigation. The filing of a VSD is expected to constitute a significant mitigating factor under the OFAC Economic Sanctions Enforcement Guidelines (31 C.F.R. Part 501, Appendix A), and is consistent with Dunmore's broader cooperation strategy in connection with the DOJ Investigation.
III. Expanded Scope of Engagement
A. Additional Services
In addition to the services described in the Original Engagement Letter, which shall continue without interruption, the Firm shall provide the following additional legal services in connection with the preparation and filing of the OFAC voluntary self-disclosure (collectively, the "OFAC VSD Workstream"):
1.  Preparation of VSD Narrative. Calderwood & Harkness will prepare a comprehensive voluntary self-disclosure narrative for submission to OFAC's Office of Compliance and Enforcement. The VSD narrative will cover all apparent violations of OFAC-administered sanctions programs identified during the internal investigation. Specifically, the VSD narrative will address:
(a) The nine (9) tainted crude oil swap transactions with an aggregate notional value of approximately $156.3 million involving Volkhov-connected counterparties, including Petronova Trading FZE and Zenith Petroleum DMCC, with a detailed transactional chronology, identification of the relevant sanctions programs and prohibitions, and an analysis of the facts and circumstances giving rise to the apparent violations;
(b) The oilfield equipment exports with an aggregate value of approximately $12.4 million facilitated through Caspian Logistik GmbH to end users in the Russian Federation, including a description of the goods exported, the logistics chain, and the sanctions and export control implications of these shipments;
(c) The approximately $34.2 million in structured payments routed through intermediary accounts at Crescent Commercial Bank PJSC across 127 transactions, including analysis of the payment flows, the use of intermediary entities, and the apparent purpose and effect of the payment structuring; and
(d) An integrated narrative tying together the above categories of conduct, identifying relevant personnel, internal systems and control failures, and the timeline of the relevant transactions and events.
2.  Legal Analysis of Applicable Sanctions Programs. The Firm will prepare a thorough legal analysis of the OFAC-administered sanctions programs implicated by the identified conduct, including but not limited to Executive Order 14024 (Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation), Directive 2 issued under Executive Order 13662, and the regulations set forth at 31 C.F.R. Part 589 (Ukraine-/Russia-Related Sanctions Regulations). The analysis will address the specific prohibitions implicated, the basis for Dunmore's determination that the identified transactions constitute apparent violations, and any available statutory or regulatory defenses or exceptions.
3.  Penalty Framework Assessment and Mitigating Factors. Calderwood & Harkness will prepare a detailed assessment of the OFAC Economic Sanctions Enforcement Guidelines (31 C.F.R. Part 501, Appendix A) and the applicable civil monetary penalty framework. This assessment will include identification and presentation of mitigating factors applicable to Dunmore's case, including but not limited to the following:
(a) The filing of a voluntary self-disclosure, which constitutes a significant mitigating factor under OFAC's Enforcement Guidelines;
(b) Dunmore's ongoing cooperation with the DOJ National Security Division in connection with the DOJ Investigation;
(c) The comprehensive remediation measures that Dunmore has undertaken and continues to implement, including the complete restructuring of its trade compliance program and the engagement of outside compliance consultants;
(d) The appointment of Priya Nayar as Chief Compliance Officer on August 1, 2022, and the organizational and personnel changes that Dunmore has implemented to strengthen its sanctions compliance infrastructure;
(e) Dunmore's voluntary disgorgement planning in connection with profits attributable to the tainted transactions; and
(f) Such additional mitigating factors as may be identified in the course of the VSD preparation process.
4.  Coordination with DOJ. The Firm will coordinate with the DOJ National Security Division — specifically, Assistant United States Attorney Meredith Calloway and Trial Attorneys Samuel Kovacs and Diana Pressman — regarding the OFAC filing, to ensure consistency between the DOJ cooperation strategy being pursued under the Original Engagement Letter and the OFAC voluntary self-disclosure. This coordination will include, as appropriate, advance notification to DOJ of the filing, sharing of relevant portions of the VSD narrative with DOJ (subject to applicable privilege protections and in accordance with the Protocol for Selective Waiver referenced in Section VII below), and strategic consultation regarding the sequencing and content of disclosures.
5.  OFAC Follow-Up. Calderwood & Harkness will respond to any follow-up inquiries from OFAC in connection with the VSD, including requests for additional information, documentation, or clarification from OFAC Compliance Analyst Erin Matsuda or other OFAC staff assigned to the matter. The Firm will manage all communications with OFAC on behalf of Dunmore, unless otherwise agreed.
6.  BIS Voluntary Self-Disclosure Advisory. The Firm will provide strategic advice regarding whether a parallel voluntary self-disclosure to the Bureau of Industry and Security ("BIS"), U.S. Department of Commerce, is advisable in connection with the export control aspects of the matter, including the oilfield equipment exports potentially implicating EAR §746.5 and involving goods classified under Export Control Classification Numbers ("ECCNs") 2B350 and 2B999. This advisory work will include a preliminary assessment of the applicable BIS enforcement guidelines and the potential risks and benefits of a BIS VSD filing. Any decision to proceed with a BIS voluntary self-disclosure would be addressed in a further supplemental engagement letter, as set forth in Section III.B below.
7.  Coordination with Compliance Consultants. Calderwood & Harkness will coordinate with Pemberton Investors Solutions LLC ("Marlowe Asset Management"), specifically Dr. Anton Bremer, Lead Consultant, regarding the description of remediation measures to be included in the VSD filing. Marlowe Asset Management has been engaged by Dunmore to assist with the design and implementation of enhanced sanctions compliance controls, and the VSD narrative will incorporate a detailed description of the remediation program developed by Marlowe Asset Management in consultation with Dunmore and the Firm.
8.  Supplemental Filings. The Firm will prepare and submit any supplemental information, documentation, or amended filings requested by OFAC following the initial VSD submission, as part of the ongoing review process. This includes responding to OFAC's standard follow-up procedures and any additional requests for information that may arise during the agency's review of the VSD.
B. Matters Excluded from Expanded Scope
The following matters are expressly excluded from the scope of this Supplemental Letter, and the Firm's agreement to provide the additional services described in Section III.A above does not extend to these excluded matters:
1.  Individual Representation. This Supplemental Letter does not cover the representation of any individual officers, directors, employees, or agents of Dunmore or any of its subsidiaries (including DTI) in their personal capacities. As previously discussed and acknowledged, the following former Dunmore personnel have retained separate personal counsel in connection with this matter:
(a) Gerald Fisk, former Chief Compliance Officer (departed Dunmore on June 10, 2022), is represented by Blackthorn & Associates LLP;
(b) Natasha Sorokin, former Senior Trader at DTI (separated from Dunmore on September 15, 2022), is represented by Wexford Keane LLP; and
(c) Derek Hargrave, former President of DTI (separated from Dunmore on October 1, 2022), is represented by Overstreet & McClain PLLC.
2.  Individual OFAC Enforcement. This Supplemental Letter does not cover representation of Dunmore or any individual in connection with any separate enforcement action that OFAC might bring against individual officers, directors, employees, or agents of Dunmore or its subsidiaries based on the conduct described in the VSD or otherwise.
3.  BIS Voluntary Self-Disclosure Filing. While the Firm will provide advisory services regarding the advisability of a parallel BIS voluntary self-disclosure (as described in Section III.A.6 above), the actual preparation and filing of any BIS VSD, if ultimately pursued, would be addressed in a further supplemental engagement letter to be negotiated and executed by the parties at that time.
IV. Staffing
The following Calderwood & Harkness attorneys and support personnel will be assigned to the OFAC VSD Workstream:
Victoria Chambers, Partner, White Collar & Investigations, Washington, D.C., will continue to serve as the lead partner and Responsible Partner for the overall engagement, including the OFAC VSD Workstream. Ms. Chambers will oversee all aspects of the VSD preparation and filing, provide strategic direction, manage coordination with DOJ and OFAC, and serve as the primary point of contact for Dunmore's General Counsel and Board of Directors on matters relating to the VSD.
Conrad Reeves, Senior Counsel, Export Controls & Sanctions, Washington, D.C., will serve as the primary attorney responsible for drafting the VSD narrative and conducting the OFAC penalty framework analysis. Mr. Reeves brings deep expertise in OFAC-administered sanctions programs, export control regulations under the EAR, and the voluntary self-disclosure processes of both OFAC and BIS. Mr. Reeves has extensive experience representing companies in OFAC enforcement proceedings and has successfully negotiated favorable outcomes in multiple OFAC VSD matters. He will also lead the legal analysis of applicable sanctions programs and advise on the strategic question of a potential parallel BIS voluntary self-disclosure.
Jasmine Thornton, Lead Associate, White Collar & Investigations, Washington, D.C., will assist with VSD preparation, with particular responsibility for integrating the forensic accounting findings from the Ridgeline Report into the VSD narrative. Ms. Thornton will also assist with the factual chronology, document compilation, and coordination with Ridgeline Advisory Group LLC on financial data verification.
Howard Quinn, Partner, White Collar & Investigations, New York, N.Y., will continue in his role as Billing Partner for the engagement. Mr. Quinn will review and approve all invoices and will be available to address any billing-related inquiries.
Liam Donahue, Working Associate, White Collar & Investigations, New York, N.Y., will provide additional support for document review, research, and drafting as needed in connection with both the OFAC VSD Workstream and the ongoing DOJ defense engagement.
Elena Vasquez, Paralegal Manager, Washington, D.C., will manage document production, exhibit preparation, filing logistics, and administrative support for the OFAC VSD Workstream.
Additional attorneys, paralegals, and staff may be assigned to the OFAC VSD Workstream as needed, and the Firm will notify Dunmore's General Counsel of any material changes to the staffing described above.
Outside Consultants. In connection with the OFAC VSD Workstream, the Firm will continue to coordinate with the following outside consultants engaged by Dunmore:
(a) Pemberton Investors Solutions LLC (Dr. Anton Bremer, Lead Consultant) — for remediation-related content to be incorporated into the VSD narrative; and
(b) Ridgeline Advisory Group LLC — which may be consulted as needed for financial data verification and any supplemental analysis required to support the VSD filing.
The fees of these outside consultants are billed directly to Dunmore under their respective engagement agreements and are not included in the Firm's fee estimates set forth in Section V below.
V. Estimated Fees and Budget
Fees for the expanded scope of work described in this Supplemental Letter will be billed in accordance with the billing rates and terms set forth in the Original Engagement Letter dated April 14, 2022, as adjusted by the annual rate schedule update effective January 1, 2023 (see Exhibit C hereto). All time expended by attorneys and professional staff on the OFAC VSD Workstream will be recorded contemporaneously and billed at the applicable hourly rates.
Based on the Firm's current assessment of the scope and complexity of the OFAC VSD Workstream, the Firm provides the following preliminary budget estimate:
This preliminary budget estimate is provided for planning purposes and represents the Firm's good-faith assessment based on currently available information. Actual fees may vary from the estimate depending upon a number of factors, including the complexity of OFAC's review, the volume and nature of follow-up inquiries from OFAC, the extent of additional factual development required, and any changes in the scope of the VSD filing. The Firm will promptly notify Dunmore's General Counsel if it becomes apparent that actual fees are likely to exceed the upper end of the estimated range, and the Firm will not exceed the upper end of the estimated range without prior discussion with and approval from Dunmore.
The budget estimate set forth above does not include the following, which are expressly excluded:
(a) Any civil monetary penalty or other monetary sanction that OFAC may impose on Dunmore, which would be Dunmore's direct financial obligation;
(b) Fees and costs associated with any separate BIS voluntary self-disclosure filing, which, if pursued, would be addressed in a further supplemental engagement letter;
(c) Fees of Ridgeline Advisory Group LLC, Pemberton Investors Solutions LLC, or any other outside consultant, which are billed directly to Dunmore under their respective engagement agreements; and
(d) Any fees or costs arising from OFAC enforcement proceedings beyond the initial VSD filing and follow-up contemplated herein (e.g., formal administrative enforcement, settlement negotiations, or hearing proceedings), which would be addressed in a further supplemental engagement letter if such proceedings arise.
Fees for the existing DOJ defense engagement continue to accrue under the Original Engagement Letter. Total Calderwood & Harkness fees through the conclusion of the overall matter (including both the DOJ defense and the OFAC VSD Workstream) are projected at this stage but cannot be precisely estimated, given the inherent uncertainties associated with government investigations and enforcement proceedings.
Expenses incurred in connection with the OFAC VSD Workstream, including but not limited to travel, document reproduction, database hosting, outside vendor costs, and courier and filing charges, will continue to be billed as set forth in the Original Engagement Letter.
VI. Billing and Payment Terms
The billing and payment terms set forth in the Original Engagement Letter remain unchanged and shall apply to all fees and expenses arising in connection with the OFAC VSD Workstream. For convenience of reference, the key billing and payment terms are summarized as follows:
•  Invoices will be rendered on a monthly billing cycle, reflecting all fees and expenses incurred during the prior calendar month.
•  All invoices are payable within thirty (30) days of receipt.
•  The Billing Partner for this engagement is Howard Quinn, Calderwood & Harkness LLP, 450 Lexington Avenue, 38th Floor, New York, NY 10017. All billing inquiries should be directed to Mr. Quinn at hquinn@calderwoodharkness.com or (212) 555-7200.
•  Calderwood & Harkness reserves the right to suspend work on the engagement if invoices are not paid within sixty (60) days of the invoice date, subject to applicable ethical obligations and the terms of the Original Engagement Letter.
Insurance. Dunmore has confirmed that it has notified its directors' and officers' liability insurance carrier, Garrison Mutual Insurance Co. (Policy No. GM-DO-2021-08734, with a $50 million aggregate limit / $10 million per claim limit, and a $2.5 million retention), of this expanded scope of engagement. Dunmore understands that coverage for OFAC-related defense costs is subject to the carrier's determination and the specific terms, conditions, and exclusions of the policy, and that the Firm expresses no opinion regarding the availability or extent of insurance coverage for fees, costs, or penalties arising from the OFAC VSD Workstream.
VII. Confidentiality and Privilege
The Firm and Dunmore hereby reaffirm that all communications, work product, memoranda, analyses, draft filings, and advice rendered in connection with the preparation and filing of the OFAC voluntary self-disclosure are protected by the attorney-client privilege and the work product doctrine, to the fullest extent permitted by applicable law.
The parties acknowledge and reaffirm the continuing applicability of the Memorandum re: Privilege & Work Product Protections — Protocol for Selective Waiver to DOJ & OFAC dated July 1, 2022 (the "Protocol Memorandum"), which is attached hereto as Exhibit B and incorporated by reference. The Protocol Memorandum governs the scope, procedures, and limitations applicable to any selective waiver of attorney-client privilege or work product protection in connection with disclosures to the DOJ and OFAC. All disclosures of privileged or work-product-protected information to OFAC in connection with the VSD shall be made in accordance with the procedures set forth in the Protocol Memorandum.
The parties further acknowledge that the filing of the OFAC voluntary self-disclosure will constitute a limited and selective waiver of privilege as to the specific factual information disclosed to OFAC in the VSD narrative and any accompanying documentation. However, such waiver shall be strictly limited to the information actually disclosed to OFAC, shall not extend to any third party, and shall not constitute a general waiver, subject-matter waiver, or waiver of any privilege or protection with respect to underlying attorney-client communications, legal analyses, mental impressions, or other work product not specifically included in the VSD filing. The Firm will take appropriate steps to mark all VSD submissions with legends preserving applicable privileges to the extent practicable under the circumstances.
The parties further acknowledge the continuing effectiveness of the Common Interest Agreement dated April 25, 2022 (the "Common Interest Agreement"), among Dunmore, Greystone Capital Partners Fund IV, L.P. ("Greystone"), and Thornbury Infrastructure Fund II, L.P. ("Thornbury"). Information shared among the parties to the Common Interest Agreement regarding the OFAC VSD will be subject to the terms and protections of that agreement. Calderwood & Harkness will coordinate with counsel for Greystone and Thornbury regarding the scope and content of information to be shared under the Common Interest Agreement, in accordance with the procedures set forth therein.
VIII. Coordination with Other Counsel and Advisors
In connection with the OFAC VSD Workstream, the Firm anticipates the need to coordinate with the following outside counsel and advisors:
1.  Greystone Capital Partners Fund IV, L.P. Calderwood & Harkness will coordinate with Harwood & Pennington LLP (Arthur Pennington III, engagement partner), counsel for Greystone Capital Partners Fund IV, L.P., under the Common Interest Agreement regarding the OFAC filing and its implications for Greystone as the majority shareholder (holding approximately 62.5% of Dunmore's equity). This coordination will include sharing relevant portions of the VSD narrative and strategy with Greystone's counsel, subject to the terms and limitations of the Common Interest Agreement, and consulting on the potential impact of the OFAC proceeding on Greystone's investment and reporting obligations.
2.  Personal Counsel for Separated Employees. Calderwood & Harkness will not share privileged or confidential information with personal counsel for separated employees — specifically, Blackthorn & Associates LLP (counsel for Gerald Fisk), Wexford Keane LLP (counsel for Natasha Sorokin), or Overstreet & McClain PLLC (counsel for Derek Hargrave) — absent specific written authorization from Dunmore. If circumstances arise in which sharing of information with personal counsel for any of these individuals would be in Dunmore's interest, the Firm will consult with Dunmore's General Counsel before making any such disclosure.
3.  Outside Auditors. Calderwood & Harkness will coordinate with Ashford & Whitmore LLP (Kenneth Ashford, engagement partner), Dunmore's independent outside auditors, to the extent that the OFAC VSD or its outcome has implications for Dunmore's financial reporting, internal controls disclosures, or contingent liability assessments. Such coordination will be conducted in a manner consistent with applicable privilege protections and professional standards governing communications between legal counsel and auditors.
IX. Client Responsibilities
In connection with the OFAC VSD Workstream, Dunmore agrees to the following client responsibilities, which are in addition to and consistent with the client cooperation obligations set forth in the Original Engagement Letter:
1.  Full Cooperation. Dunmore will continue to provide full and timely cooperation to the Firm in connection with the OFAC VSD Workstream, including making available all relevant documents, records, data, electronic files, and personnel reasonably requested by the Firm. Dunmore acknowledges that the quality and completeness of the VSD filing depends upon the prompt and thorough provision of information by Dunmore.
2.  Primary Client Contacts. Dunmore designates the following individuals as the primary client contacts for the OFAC VSD Workstream:
(a) Marcus Wellbourne, General Counsel, who will serve as the primary legal contact and will be responsible for coordinating internal approvals and Board-level communications; and
(b) Priya Nayar, Chief Compliance Officer (appointed August 1, 2022), who will serve as the primary operational contact and will be responsible for facilitating access to compliance records, remediation documentation, and compliance program information.
3.  Government Communications. Dunmore will promptly notify Calderwood & Harkness, within twenty-four (24) hours of receipt, of any communications received directly from OFAC, the DOJ, the Bureau of Industry and Security, or any other U.S. or foreign government agency relating to the matters covered by this engagement. Dunmore will not respond to any such government communications without first consulting with the Firm, except as otherwise required by law.
4.  Review and Approval of VSD. Dunmore will review and provide comments on drafts of the OFAC VSD narrative and cover letter in a timely manner, and will approve the final versions of these documents before their submission to OFAC. Dunmore understands that the VSD narrative will contain factual representations attributed to Dunmore, and Dunmore will be responsible for confirming the accuracy and completeness of all such factual representations.
X. Conflicts
The Firm's conflict check, originally conducted on April 13, 2022, and periodically updated thereafter in the ordinary course, has been refreshed in connection with the expanded scope of engagement described in this Supplemental Letter. Based on the refreshed conflict check, no new conflicts of interest have been identified.
Specifically, the Firm confirms that it does not currently represent, and has not during the pendency of this engagement represented, Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, Caspian Logistik GmbH, Crescent Commercial Bank PJSC, or any of their respective directors, officers, affiliates, or related entities, in any matter.
The Firm further confirms that it does not represent any individual officer, director, employee, or agent of Dunmore or any of its subsidiaries in their personal capacity in connection with this matter or any matter arising from the same facts and circumstances. As noted in Section III.B above, certain former Dunmore personnel have retained separate personal counsel.
In the event that any actual or potential conflict of interest arises in the future in connection with this engagement, the Firm will promptly notify Dunmore and take such steps as are required by the applicable Rules of Professional Conduct.
XI. Termination
Either party may terminate this Supplemental Letter and the expanded scope of engagement described herein upon written notice to the other party, subject to the terms governing termination set forth in the Original Engagement Letter. Termination of this Supplemental Letter shall not affect the Firm's representation of Dunmore under the Original Engagement Letter (i.e., the DOJ defense engagement), unless the Original Engagement Letter is also terminated in accordance with its terms.
Upon termination of this Supplemental Letter, Calderwood & Harkness will take all reasonable steps to protect Dunmore's interests, including providing a timely and orderly transition of the OFAC VSD file, work product, and related materials to successor counsel, if applicable, in accordance with the Firm's obligations under the applicable Rules of Professional Conduct. Dunmore will remain responsible for payment of all fees and expenses incurred through the effective date of termination.
XII. Governing Law and Dispute Resolution
The governing law and dispute resolution provisions set forth in the Original Engagement Letter shall apply to this Supplemental Letter. For ease of reference, the Original Engagement Letter provides that the engagement shall be governed by the laws of the State of New York, without regard to conflict of laws principles, and that any dispute arising out of or relating to the engagement shall be resolved in accordance with the dispute resolution procedures specified therein.
XIII. Counterparts and Execution
This Supplemental Letter may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Facsimile and electronic (including PDF) signatures shall be deemed to have the same force and effect as original signatures for all purposes.
By signing below, the parties confirm their agreement to the terms set forth in this Supplemental Letter, effective as of May 30, 2023.
We are pleased to continue our representation of Dunmore in this important matter and are committed to working diligently on behalf of the company in connection with the OFAC voluntary self-disclosure process. Please do not hesitate to contact me directly if you have any questions regarding the terms of this Supplemental Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Victoria Chambers
Title: Partner, White Collar & Investigations
Date: ________
ACKNOWLEDGED AND AGREED:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Wellbourne, Esq.
Title: General Counsel
Date: ________
XIV. Enclosures
The following documents are incorporated by reference into this Supplemental Letter:
Exhibit A: Original Engagement Letter dated April 14, 2022, between Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. (Matter No. 1016-00009)
Exhibit B: Memorandum re: Privilege & Work Product Protections — Protocol for Selective Waiver to DOJ & OFAC, dated July 1, 2022
Exhibit C: Current Billing Rate Schedule, effective as of January 1, 2023
Copies of Exhibits A, B, and C are on file with both parties and are not reproduced herein. In the event of any inconsistency between the terms of this Supplemental Letter and the documents incorporated by reference, the terms of this Supplemental Letter shall control with respect to the OFAC VSD Workstream.
Work Component | Estimated Fee Range
VSD Narrative Preparation (drafting, factual development, integration of forensic accounting findings) | $175,000 – $275,000
OFAC Penalty Framework Analysis and Mitigating Factors Presentation | $50,000 – $75,000
DOJ Coordination re: OFAC Filing | $40,000 – $60,000
OFAC Submission and Initial Follow-Up | $60,000 – $90,000
BIS VSD Advisory (preliminary assessment only) | $25,000 – $40,000
Project Management, Administrative, and Miscellaneous | $50,000 – $60,000
Total Estimated Range | $400,000 – $600,000

CALDERWOOD & HARKNESS LLP Counselors at Law

VIA ELECTRONIC MAIL AND HAND DELIVERY

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

DUNMORE ENERGY HOLDINGS LTD.

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