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Contract analysis / secretary-certificate-form.docx
secretary-certificate-form.docx
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1. Dunmore Energy Holdings Ltd. (Issuer)
1. Dunmore Energy Holdings Ltd. (Issuer)
2. Dunmore upstream Finance Corp. (Co-Issuer)
2. Dunmore upstream Finance Corp. (Co-Issuer)
3. Dunmore Nigeria E&P Ltd. (Guarantor)
3. Dunmore Nigeria E&P Ltd. (Guarantor)
4. Dunmore Gulf Operations LLC (Guarantor)
4. Dunmore Gulf Operations LLC (Guarantor)
5. Dunmore Renewables LLC (Guarantor)
5. Dunmore Renewables LLC (Guarantor)
6. Dunmore Senegal S.A. (Guarantor)
6. Dunmore Senegal S.A. (Guarantor)
7. Dunmore Midstream Holdings Inc. (Guarantor)
7. Dunmore Midstream Holdings Inc. (Guarantor)
8. Dunmore Trading Ltd. (Guarantor)
8. Dunmore Trading Ltd. (Guarantor) Remove this instruction block from the execution version.] IN WITNESS WHEREOF, the undersigned has executed this Secretary's / Director's Certificate as of the date first written above. ________________________________________ Name: [Insert name] Title: [Secretary / Assistant Secretary / Director] of [Insert Full Legal Name of Entity] Counter-Certification. [INSTRUCTION TO PREPARER
1. Entity-Specific Adaptation. This form must be adapted for each entity based on its juri
1. Entity-Specific Adaptation. This form must be adapted for each entity based on its jurisdiction of organization and entity type. The certifying officer should select only the applicable sub-sections of Section 1 and Section 6, and should delete all inapplicable provisions. The bracketed instructions and placeholders throughout this form should be completed with the relevant information and thereafter removed from
2. Cayman Islands Entities (Dunmore Energy Holdings Ltd.). For the Certificate to be deliv
2. Cayman Islands Entities (Dunmore Energy Holdings Ltd.). For the Certificate to be delivered on behalf of Dunmore Energy Holdings Ltd., coordinate with Kincaid & Moreau LLP (Cayman Islands counsel) regarding the appropriate form of Certificate of Good Standing or Certificate of Compliance to be issued by the Registrar of Companies of the Cayman Islands. Confirm the required dating conventions and whether the Regist
3. Nigerian Entities (Dunmore Nigeria E&P Ltd.). For the Certificate to be delivered on be
3. Nigerian Entities (Dunmore Nigeria E&P Ltd.). For the Certificate to be delivered on behalf of Dunmore Nigeria E&P Ltd., coordinate with Abayomi Chambers (Nigerian counsel) regarding the appropriate form of status report or equivalent confirmation to be obtained from the Corporate Affairs Commission. Confirm any requirements for notarization, apostille, or consular legalization of the Certificate and/or the attach
4. Senegalese Entities (Dunmore Senegal S.A.). For the Certificate to be delivered on beha
4. Senegalese Entities (Dunmore Senegal S.A.). For the Certificate to be delivered on behalf of Dunmore Senegal S.A., coordinate with Theron Moss & Associates SARL (Senegalese counsel) regarding the appropriate form of RCCM extract and any additional formalities required under Senegalese law and the applicable OHADA Uniform Acts. Confirm whether any translation or legalization requirements apply.
5. English Entities (Dunmore Trading Ltd.). For the Certificate to be delivered on behalf
5. English Entities (Dunmore Trading Ltd.). For the Certificate to be delivered on behalf of Dunmore Trading Ltd., coordinate with Cresswell & Greaves LLP (English counsel) regarding the appropriate form of Companies House search or Certificate of Good Standing and any additional representations required under the Companies Act 2006, including with respect to financial assistance, directors' duties, and corporate ben
6. U.S. Entities (Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Ren
6. U.S. Entities (Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc.). For each U.S. entity, obtain a Certificate of Good Standing (or Certificate of Status) from the Secretary of State of the State of Delaware, dated as close to the Closing Date as practicable. Confirm current registered agent and registered office information. For limited liability c
7. Delivery and Distribution. All Certificates should be delivered at Closing on the expec
7. Delivery and Distribution. All Certificates should be delivered at Closing on the expected settlement date (May 15, 2025). Original executed Certificates (with all exhibits attached) are to be included in the closing binder. Copies of all Certificates and exhibits are to be delivered to: (a) Northgate Trust Company, N.A. (in its capacity as Trustee and Collateral Agent); (b) Whitfield Baxter & Cohn LLP (counsel to
8. Matter Reference. For Calderwood & Harkness LLP internal tracking purposes, the matter
8. Matter Reference. For Calderwood & Harkness LLP internal tracking purposes, the matter number for this transaction is: [Insert C&H matter number]. All time entries, disbursements, and correspondence relating to the preparation and delivery of these Certificates should reference this matter number. [END OF FORM] Name | Title / Office | Signature [Insert name] | [Insert title — e.g., Chief Executive Officer] | _____