Contract analysis

I. The Issuers and the Guarantors have requested that the ABL Agent consent to the transactions described herein, and the ABL Agent, having received the direction of the Required Lenders under the ABL Credit Agreement, is willing to provide such consent on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein, a

Section 1.1 Generally. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the ABL Credit Agreement. Unless the context otherwise requires, the rules of construction set forth in Section 1.02 of the ABL Credit Agreement shall apply to this Consent mutatis mutandis.

Section 1.2 Additional Definitions. As used in this Consent, the following terms shall have the meanings set forth below: "Closing Date" means May 15, 2025. "Initial Purchasers" means, collectively, (a) Ridgeline Capital Markets LLC, as Lead Initial Purchaser and Lead Left Bookrunner, with a 55% allocation of the aggregate principal amount of the Notes ($467,500,000); (b) Clarion Securities Inc., as Joint Bookrunner,

Section 2.1 Consent to Incurrence of Notes Indebtedness. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement and in accordance with Section 7.03 thereof, hereby irrevocably consents to the incurrence by the Issuers of $850,000,000 aggregate principal amount of the Notes on the terms and conditions set forth in the Notes Indenture, a copy of which has been provided to the ABL

Section 2.2 Consent to Granting of Security Interests. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement, hereby consents to the granting by the Issuers and the Guarantors of first-priority liens (subject in each case to the terms of the Intercreditor Agreement) on the Notes Priority Collateral in favor of the Notes Collateral Agent pursuant to the Notes Security Documents.

Section 2.3 Consent to Execution of Intercreditor Agreement. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement, hereby consents to and authorizes the execution and delivery of the Intercreditor Agreement by and among the ABL Agent, the Notes Collateral Agent, the Issuers, and the Guarantors. The ABL Agent confirms that the form and substance of the Intercreditor Agreement,

Section 2.4 Consent to Guarantees. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement, hereby consents to the guarantees provided by each of the Guarantors — being Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstream Holdings Inc., and Dunmore Trading Ltd. — under the Notes Indenture. The ABL Agent confirms th

Section 3.1 Acknowledgment of Use of Proceeds. The ABL Agent acknowledges and confirms its understanding of the intended use of proceeds of the Notes as set forth in Recital H hereto, including (a) the application of approximately $450,000,000 to the partial repayment of the 2028 Notes, reducing the outstanding principal amount thereof from $850,000,000 to $400,000,000; (b) the application of approximately $250,000,0

Section 3.2 Acknowledgment of Pro Forma Capital Structure. The ABL Agent acknowledges that, on a pro forma basis after giving effect to the issuance of the Notes and the partial repayment of the 2028 Notes from the proceeds thereof, the consolidated capital structure of the Issuers and their subsidiaries will be as follows: (a) ABL Revolving Credit Facility: $470,000,000 outstanding drawn amount under a $750,000,000

Section 3.3 Acknowledgment of Collateral Arrangements. The ABL Agent acknowledges that the collateral securing the Notes and the guarantees under the Notes Indenture consists of first-priority liens (subject to the Intercreditor Agreement and Permitted Liens) on the following assets of the Issuers and each Guarantor: (i) equity interests of each Guarantor subsidiary held directly or indirectly by the Issuers; (ii) su

Section 3.4 Acknowledgment of Ratings. The ABL Agent acknowledges that the Notes have received the following preliminary credit ratings: (a) B2 / Stable from Lodestar Ratings International (lead analyst: Catherine Irvine, Managing Director, Oil & Gas Group); and (b) B+ / Stable from Veridian Credit Assessments Inc. (lead analyst: James Fenwick, Senior Director, Energy and Natural Resources). The ABL Agent acknowledge

Section 3.5 No Waiver of Other Rights. This Consent constitutes a limited consent solely with respect to the specific matters expressly addressed herein — namely, the incurrence of the Notes, the granting of the security interests described in the Notes Security Documents, the execution of the Intercreditor Agreement, and the provision of the guarantees under the Notes Indenture — and shall not be deemed a consent to

Section 4.1 Receipt of Documents. The effectiveness of this Consent is conditioned upon the ABL Agent's receipt, in each case in form and substance reasonably satisfactory to the ABL Agent and its counsel, Pruitt Halsey LLP (600 Travis Street, Suite 4000, Houston, TX 77002), of each of the following: (a) a true, correct, and complete copy of the Notes Indenture (execution version), duly executed and delivered by each

Section 4.2 No Default. No Event of Default or Default (each as defined in the ABL Credit Agreement) shall have occurred and be continuing at the time of effectiveness of this Consent, and no Event of Default or Default under the ABL Credit Agreement shall result from the consummation of the transactions contemplated hereby, including the issuance of the Notes, the granting of the security interests described in the

Section 4.3 Representations and Warranties. The representations and warranties of the Issuers and the Guarantors set forth in Article V of the ABL Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof, except to the extent

Section 4.4 Execution of Intercreditor Agreement. The Intercreditor Agreement shall have been duly executed and delivered by all parties thereto, including the ABL Agent, the Notes Collateral Agent, the Issuers, and the Guarantors, and shall be in full force and effect as of the date hereof. SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE ISSUERS Each of the Issuers hereby represents and warrants to the ABL Agent as

Section 5.1 No Conflict. The execution, delivery, and performance by each of the Issuers and each Guarantor of the Notes Indenture, each of the Notes Security Documents to which it is a party, and the Intercreditor Agreement do not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without the giving of notice or lapse of time, or both) under, the ABL Credit Agreement

Section 5.2 Authorization. All corporate, limited liability company, and other organizational authorizations, approvals, consents, and other actions necessary for the due execution, delivery, and performance by each of the Issuers and each Guarantor of the Notes Indenture, each of the Notes Security Documents to which it is a party, and the Intercreditor Agreement have been duly obtained, including, without limitatio

Section 5.3 Financial Covenant Compliance. After giving effect to the issuance of the Notes and the application of proceeds as described in Recital H hereto, the Issuers are in compliance with all financial covenants set forth in Section 7.11 of the ABL Credit Agreement, including the Maximum Total Leverage Ratio, the Minimum Interest Coverage Ratio, and the Minimum Liquidity Covenant, in each case calculated on a pr

Section 5.4 No Material Adverse Effect. No Material Adverse Effect (as defined in the ABL Credit Agreement) has occurred with respect to the Issuers or any Guarantor since December 31, 2024, being the date of the most recent audited consolidated financial statements of the Issuers prepared by Alverton & Co. LLP, independent auditor (lead engagement partner: Graham Stillwell), in accordance with International Financia

Section 6.1 Governing Law. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUS

Section 6.2 Counterparts. This Consent may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which when so executed shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent by facsimile transmission, by electronic mail in "portable doc

Section 6.3 Amendments. This Consent may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the ABL Agent and each of the Issuers. No failure or delay on the part of any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other o

Section 6.4 Integration. This Consent, together with the ABL Credit Agreement, the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to such subject matter. In the event of any conf

Section 6.5 Successors and Assigns. This Consent shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto may assign its rights or obligations hereunder without the prior written consent of the other parties hereto, except that the ABL Agent may assign its rights and obligations hereunder in connection with an assignment of its r

Section 6.6 Notices. All notices, requests, demands, consents, instructions, or other communications required or permitted to be given under or in connection with this Consent shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service, or

1. The ABL Revolving Credit Facility has a total commitment of $750,000,000, of which $470,000,000 was drawn and $280,000,000 was available (before giving effect to approximately $12,000,000 of outstanding letters of credit) as of December 31, 2024. No change to the drawn amount of the ABL Revolving Credit Facility is assumed in the pro forma adjustments.

2. The 2028 Notes had an outstanding principal amount of $850,000,000 as of December 31, 2024. The pro forma adjustment reflects the partial repayment of $450,000,000 from the net proceeds of the Notes, reducing the outstanding amount to $400,000,000.

3. The Notes are issued at an issue price of 98.50% of par, resulting in gross proceeds of approximately $837,250,000 and original issue discount of $12,750,000. The capitalization table reflects the aggregate principal amount of $850,000,000.

4. Cash and cash equivalents are presented as of December 31, 2024. The pro forma cash balance assumes that the net proceeds of the Notes (after deducting the partial repayment of the 2028 Notes, the allocation to Cayar Offshore Phase II capital expenditures, and estimated offering fees and expenses) are applied as described in Recital H and that the remaining balance is available for general corporate purposes. The

5. FY 2024 EBITDA of $816,000,000 is derived from the Issuers' audited consolidated financial statements for the fiscal year ended December 31, 2024, as prepared by Alverton & Co. LLP, independent auditor. EXHIBIT C FORM OF OFFICERS' COMPLIANCE CERTIFICATE (Pursuant to Section 4.1(e) of the Consent and Acknowledgment of Administrative Agent dated as of May 15, 2025) Date: May 15, 2025 To: Velthorn National Bank, N.A.

1. No Default. As of the date hereof, and after giving effect to the issuance of the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032 (the "Notes"), the partial repayment of $450,000,000 of the 7.50% Senior Unsecured Notes due October 15, 2028, the execution and delivery of the Notes Indenture, the Notes Security Documents, and the Intercreditor Agreement, the granting of the sec

2. Financial Covenant Compliance. After giving pro forma effect to the issuance of the Notes and the application of proceeds as described in the Consent, the Issuers are in compliance with all financial covenants set forth in Section 7.11 of the ABL Credit Agreement, as demonstrated by the following calculations: (a) Maximum Total Leverage Ratio: Pro Forma Total Debt of $1,720,000,000 ÷ FY 2024 EBITDA of $816,000,000

3. Representations and Warranties. The representations and warranties of the Issuers and the Guarantors set forth in Article V of the ABL Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof, except to the extent that any such represen

4. Conditions Precedent. To the knowledge of the undersigned, all conditions precedent to the effectiveness of the Consent set forth in Section 4 thereof have been satisfied in all respects as of the date hereof. This certificate is delivered pursuant to Section 4.1(e) of the Consent and in accordance with the requirements of the ABL Credit Agreement. The undersigned Responsible Officer is duly authorized to execute