Contract analysis

2. Approval of Collateral Agreement (U.S.). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (U.S.) (the Pledge and Security Agreement governed by the laws of the State of New York) in favor of Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the ratable benefit of the holders of the Notes, first-pr

3. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral and establishing the relative priorities and rights of the Notes Collate

4. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously approved by the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Purchase Agreemen

5. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by

6. Approval of UCC-1 Financing Statements. RESOLVED, that the Company hereby authorizes the preparation, execution, and filing of UCC-1 financing statements (and any amendments, continuations, or termination statements related thereto) with the Secretary of State of the State of Delaware, and with any other filing office as may be required or advisable, in connection with the Collateral Agreement (U.S.) and the perfe

7. Authorization of Authorized Signatories. RESOLVED, that each of the following persons: (a) Marcus Ellingham, Chief Executive Officer of DEH; (b) Deepa Rajaram, Chief Financial Officer of DEH; and (c) Alistair Forde, General Counsel of DEH; acting in their respective capacities as authorized representatives of the Company, is hereby authorized, empowered, and directed, each acting singly and without the need for an

8. Ratification. RESOLVED, that all actions heretofore taken by the officers, authorized persons, agents, and representatives of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and adopted in

9. General Authority. RESOLVED, that the authorized signatories identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foreg

2. Approval of Collateral Agreement (U.S.). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (U.S.) (the Pledge and Security Agreement governed by the laws of the State of New York) in favor of Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the ratable benefit of the holders of the Notes, first-pr

3. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral and establishing the relative priorities and rights of the Notes Collate

4. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously approved by the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Purchase Agreemen

5. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by

6. Approval of UCC-1 Financing Statements. RESOLVED, that the Company hereby authorizes the preparation, execution, and filing of UCC-1 financing statements (and any amendments, continuations, or termination statements related thereto) with the Secretary of State of the State of Delaware, and with any other filing office as may be required or advisable, in connection with the Collateral Agreement (U.S.) and the perfe

7. Authorization of Authorized Signatories. RESOLVED, that each of the following persons: (a) Marcus Ellingham, Chief Executive Officer of DEH; (b) Deepa Rajaram, Chief Financial Officer of DEH; and (c) Alistair Forde, General Counsel of DEH; acting in their respective capacities as authorized representatives of the Company, is hereby authorized, empowered, and directed, each acting singly and without the need for an

8. Ratification. RESOLVED, that all actions heretofore taken by the officers, authorized persons, agents, and representatives of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and adopted in

9. General Authority. RESOLVED, that the authorized signatories identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foreg

2. Approval of Collateral Agreement (U.S.). RESOLVED, that the Corporation is hereby authorized to execute and deliver the Collateral Agreement (U.S.) (the Pledge and Security Agreement governed by the laws of the State of New York) in favor of Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Corporation will grant to the Collateral Agent, for the ratable benefit of the holders of the Notes,

3. Approval of Intercreditor Agreement. RESOLVED, that the Corporation is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral, in substantially the form presented to the Board, with such changes

4. Approval of Purchase Agreement. RESOLVED, that the Corporation is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously reviewed by the Board, with such changes as the authorized officer executing the same shall approve; and the execution and delivery of the Purchase Agreement by

5. Approval of Registration Rights Agreement. RESOLVED, that the Corporation is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the Board, with such changes as the authorized officer executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by any

6. Approval of UCC-1 Financing Statements. RESOLVED, that the Corporation hereby authorizes the preparation, execution, and filing of UCC-1 financing statements (and any amendments, continuations, or termination statements related thereto) with the Secretary of State of the State of Delaware, and with any other filing office as may be required or advisable, in connection with the Collateral Agreement (U.S.) and the p

7. Authorization of Officers. RESOLVED, that each of the following persons: (a) Marcus Ellingham, Chief Executive Officer of DEH; (b) Deepa Rajaram, Chief Financial Officer of DEH; and (c) Alistair Forde, General Counsel of DEH; each acting singly and without the need for any further action, consent, or approval of the Board, is hereby authorized, empowered, and directed to execute and deliver on behalf of the Corpor

8. Ratification. RESOLVED, that all actions heretofore taken by the officers, directors, authorized persons, agents, and representatives of the Corporation in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved,

9. General Authority. RESOLVED, that the authorized officers identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foregoin

2. Approval of Collateral Agreement (Nigeria). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (Nigeria) in the form of a debenture and charge over the assets of the Company (including, without limitation, the Company's interests in OML 47 and OML 63, its rights under the applicable production sharing contracts, all tangible and intangible assets, receivables, bank acco

3. Regulatory Compliance. RESOLVED, that the officers and directors of the Company are hereby authorized, empowered, and directed to obtain any and all regulatory approvals, consents, waivers, notifications, and filings required under Nigerian law in connection with the execution and delivery of the Guarantee, the Collateral Agreement (Nigeria), and the other Transaction Documents, including but not limited to: (a) a

4. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, in substantially the form presented to the Board, with such changes as the authorized officer or director executing the same shall approve

5. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously reviewed by the Board, with such changes as the authorized officer or director executing the same shall approve; and the execution and delivery of the Purchase Agre

6. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the Board, with such changes as the authorized officer or director executing the same shall approve; and the execution and delivery of the Registration Rights Agreemen

7. Authorization of Officers. RESOLVED, that each of the following persons: (a) Marcus Ellingham, Chief Executive Officer of DEH; (b) Deepa Rajaram, Chief Financial Officer of DEH; (c) Alistair Forde, General Counsel of DEH; and (d) such other officers or directors of the Company as may from time to time be designated by the Board; each acting singly and without the need for any further action, consent, or approval o

8. Engagement of Counsel. RESOLVED, that the engagement of Abayomi Chambers (Chidinma Okafor, Lead Partner, 14 Broad Street, Victoria Island, Lagos) as Nigerian counsel to the Company in connection with the transactions contemplated by these resolutions is hereby confirmed and ratified, and that the engagement of Calderwood & Harkness LLP (425 Lexington Avenue, New York, NY 10017) as New York counsel to the Guarantor

9. Ratification. RESOLVED, that all actions heretofore taken by the officers, directors, authorized persons, agents, and representatives of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and

10. General Authority. RESOLVED, that the authorized persons identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foregoin

2. Approval of Collateral Agreement (Senegal). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (Senegal) in the form of a nantissement and cession fiduciaire over the assets of the Company (including, without limitation, the Company's interests in the Cayar Offshore Block, its rights under the PSC, all tangible and intangible assets, receivables, bank accounts, equipmen

3. PSC and Regulatory Compliance. RESOLVED, that the officers and directors of the Company are hereby authorized, empowered, and directed to obtain all consents, approvals, waivers, notifications, and filings required under the PSC for the Cayar Offshore Block and from the Senegalese Ministère de l'Énergie in connection with the grant of security over the Company's interests in the Cayar Offshore Block, including but

4. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, in substantially the form presented to the Board, with such changes as the authorized officer or director executing the same shall approve

5. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously reviewed by the Board, with such changes as the authorized officer or director executing the same shall approve; and the execution and delivery of the Purchase Agre

6. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers,