Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agent" means Beacon Fiduciary Services LLC, a New York limited liability company, in its capacity as Paying Agent, Registrar, and Transfer Agent hereunder, and any successor thereto appointed in accordance with the terms of this Agreement. "Agreement" means this Paying Agency Agreement, dated as of May 1

Section 1.2 — Interpretation (a) Unless the context otherwise requires, references herein to the Indenture shall include all supplements, amendments, and modifications thereto, and all terms used herein that are defined in the Indenture but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. (b) The headings of the Articles, Sections, and Exhibits herein are insert

Section 1.3 — Conflicts with the Indenture In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall govern and control. The Agent shall be entitled to rely on the provisions of the Indenture with respect to any rights, duties, immunities, indemnities, and protections afforded to the A

Section 2.1 — Appointment as Paying Agent The Issuers hereby appoint Beacon Fiduciary Services LLC as Paying Agent for the Notes, and the Agent hereby accepts such appointment and agrees to act as Paying Agent for the Notes upon the terms and subject to the conditions set forth in this Agreement. In its capacity as Paying Agent, the Agent shall perform the following duties: (a) receiving funds from the Issuers in acc

Section 2.2 — Appointment as Registrar The Issuers hereby appoint the Agent as Registrar for the Notes, and the Agent hereby accepts such appointment and agrees to act as Registrar for the Notes upon the terms and subject to the conditions set forth in this Agreement. In its capacity as Registrar, the Agent shall perform the following duties: (a) maintaining the Register of Holders in accordance with Section 4.1 here

Section 2.3 — Appointment as Transfer Agent The Issuers hereby appoint the Agent as Transfer Agent for the Notes, and the Agent hereby accepts such appointment and agrees to act as Transfer Agent for the Notes upon the terms and subject to the conditions set forth in this Agreement. In its capacity as Transfer Agent, the Agent shall perform the following duties: (a) effecting transfers and exchanges of Notes in accor

Section 2.4 — Relationship Manager Sandra Mitchum shall serve as the designated relationship manager at the Agent for purposes of day-to-day communications with the Issuers and the Trustee regarding matters arising under this Agreement. The relationship manager shall serve as the primary point of contact for operational inquiries, coordination of payment instructions, and resolution of routine administrative matters.

Section 2.5 — Non-Exclusivity The appointment of the Agent hereunder as Paying Agent, Registrar, and Transfer Agent for the Notes does not preclude the Issuers from appointing one or more additional or successor paying agents, registrars, or transfer agents in accordance with the terms of the Indenture, and the Issuers expressly reserve the right to make any such additional or successor appointments. The Agent acknow

ARTICLE 3 — PAYING AGENT DUTIES

Section 3.1 — Receipt of Funds (a) The Issuers shall deposit with the Agent, by no later than 10:00 a.m. (New York City time) on or before each Payment Date, immediately available funds in United States dollars sufficient to pay all amounts of principal, premium (if any), interest, and additional amounts (if any) due and payable on such Payment Date in respect of the Notes. All such deposits shall be made by wire tra

Section 3.2 — Payment of Notes (a) On each Payment Date, the Agent shall pay to the Holders or their designees the amounts due and payable in respect of the Notes in accordance with the terms of the Indenture and this Agreement. (b) For so long as the Notes are represented by Global Notes deposited with or on behalf of DTC, all payments of principal, premium (if any), interest, and additional amounts (if any) shall b

Section 3.3 — Payments on Redemption (a) Upon any redemption of the Notes, whether in whole or in part, the Agent shall make payments to Holders in accordance with the Indenture and the applicable notice of redemption or repurchase delivered by the Issuers or the Trustee. Such payments shall include the applicable redemption price, together with accrued and unpaid interest to, but not including, the applicable redemp

Section 3.4 — Payments at Maturity On May 1, 2032 (the Maturity Date), the Agent shall pay to the Holders the outstanding principal amount of the Notes, together with all accrued and unpaid interest thereon to, but not including, the Maturity Date, upon presentation and surrender of the Notes (or, in the case of Global Notes, in accordance with the applicable procedures of DTC). The Agent shall coordinate with DTC an

Section 3.5 — Tax Withholding (a) The Agent shall deduct and withhold from any payments made to Holders hereunder all amounts required to be deducted or withheld under applicable United States federal, state, or local tax law, including, without limitation, (i) backup withholding under Sections 3406 and 3402 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) withholding under Sections 1471 throug

Section 3.6 — Unclaimed Funds (a) Any funds deposited with the Agent for payment to Holders that remain unclaimed for a period of two (2) years after the date on which such payment became due and payable shall be repaid to the Issuers upon the written request of the Issuers, and thereafter the Holders entitled to such unclaimed funds shall look only to the Issuers for payment thereof, and all liability of the Agent w

Section 3.7 — Additional Amounts If the Issuers are required to pay additional amounts to Holders pursuant to the tax gross-up provisions set forth in the Indenture (including, without limitation, additional amounts payable as a result of any deduction or withholding for taxes imposed by the Cayman Islands or any other jurisdiction in which the Issuers or any Guarantor is organized or resident for tax purposes), the

Section 4.1 — Maintenance of Register (a) The Agent shall maintain at its Principal Office at 240 Greenwich Street, 7th Floor, New York, New York 10007, or at such other location as may be designated by the Agent upon written notice to the Issuers and the Trustee, a register (the "Register") of the names and addresses of the Holders and the principal amounts of Notes held by each Holder. (b) The Register shall reflec

Section 4.2 — Recording of Transfers and Exchanges (a) The Agent shall record all transfers and exchanges of Notes in the Register upon receipt of: (i) properly completed and duly executed instruments of transfer or exchange in the form required by the Indenture; (ii) such certifications, legal opinions, or other evidence as may be required by the Indenture with respect to compliance with the transfer restrictions ap

Section 4.3 — Record Date The person in whose name a Note is registered on the Register at the close of business on the Record Date (being the fifteenth (15th) calendar day preceding each Interest Payment Date, whether or not such day is a Business Day) shall be the person entitled to receive the interest payment due on the related Interest Payment Date, notwithstanding any subsequent transfer or exchange of such Not

Section 4.4 — Lost, Stolen, or Destroyed Notes Upon receipt by the Agent and the Trustee of: (a) evidence satisfactory to the Trustee and the Agent of the loss, theft, or destruction of a Note; (b) an indemnity bond or open penalty surety bond in such amount and issued by such surety as is satisfactory to the Trustee and the Agent, or such other form of indemnity as the Trustee and the Agent may require; and (c) paym

ARTICLE 5 — TRANSFER AGENT DUTIES

Section 5.1 — Transfers and Exchanges (a) The Agent shall effect transfers and exchanges of Notes in accordance with the terms and conditions of the Indenture and this Agreement. The Agent shall maintain such operational procedures and systems as are reasonably necessary to process transfers and exchanges of Notes in a timely and efficient manner. (b) Notes may be transferred or exchanged only in minimum denomination

Section 5.2 — Transfer Restrictions — Rule 144A and Regulation S (a) The Agent shall not effect any transfer of Notes unless such transfer is accompanied by the applicable certifications, as follows: (i) Rule 144A Transfers. For any transfer of Notes pursuant to Rule 144A, the transferee shall deliver to the Agent a written certification substantially in the form attached hereto as Exhibit D, certifying that the tran

Section 5.3 — Authentication of Replacement Notes Upon any transfer or exchange of Notes requiring the issuance of replacement Notes, the Agent shall present the replacement Notes to the Trustee (Northgate Trust Company, N.A.) for authentication in accordance with the terms of the Indenture. The Agent shall not deliver any replacement Notes to any Holder or transferee unless and until such replacement Notes have been

Section 5.4 — Cancelled Notes All Notes surrendered to the Agent for transfer, exchange, redemption, repurchase, or payment shall be cancelled by the Agent and delivered to the Trustee for cancellation and disposition in accordance with the Indenture. The Agent shall maintain records of all Notes cancelled and delivered to the Trustee, including the certificate numbers (if applicable), principal amounts, and dates of

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations of the Issuers Each of the Issuers hereby represents and warrants to the Agent, as of the date hereof, as follows: (a) Organization and Good Standing. (i) Dunmore Energy Holdings Ltd. is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands, with its registered office located c/o Camberwell Group, PO Box 309, Ugland House, Geor

Section 6.2 — Representations of the Agent The Agent hereby represents and warrants to the Issuers, as of the date hereof, as follows: (a) Organization and Good Standing. Beacon Fiduciary Services LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. (b) Power and Authority. The Agent has all requisite limited liability company power and aut

ARTICLE 7 — COMPENSATION AND EXPENSES

Section 7.1 — Fees The Issuers shall pay to the Agent fees for its services as Paying Agent, Registrar, and Transfer Agent hereunder in accordance with the fee schedule attached hereto as Exhibit A, which fee schedule is hereby incorporated by reference into this Agreement. All fees shall be payable annually in advance on each anniversary of the date hereof (commencing on the date hereof for the initial period). In t

Section 7.2 — Expenses The Issuers shall reimburse the Agent for all reasonable and documented out-of-pocket expenses incurred by the Agent in performing its duties under this Agreement, including, without limitation, expenses related to postage, courier and overnight delivery services, printing and reproduction, telecommunications, technology systems and infrastructure, legal fees and expenses of counsel to the Agen

Section 7.3 — Taxes The Issuers shall pay all stamp duties, documentary taxes, transfer taxes, or similar taxes and governmental charges, if any, arising in connection with the execution, delivery, or performance of this Agreement. The Agent shall promptly notify the Issuers of any such taxes or charges of which it becomes aware.

ARTICLE 8 — STANDARD OF CARE; LIMITATIONS ON LIABILITY

Section 8.1 — Standard of Care The Agent shall perform its duties under this Agreement in good faith and with the degree of care and diligence that is reasonably expected of an agent performing similar functions in the corporate trust and agency industry, consistent with prevailing industry standards and practices.

Section 8.2 — No Liability for Actions Taken in Good Faith (a) The Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and in the absence of its own negligence, bad faith, or willful misconduct. In no event shall the Agent be personally liable for any error of judgment made in good faith by an officer or employee of the Agent, unless it shall be proven that the Agent w

Section 8.3 — Reliance on Documents and Instructions (a) The Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other document or communication (whether in original, facsimile, electronic, or other form) that the Agent believes in good faith to be ge

Section 8.4 — No Duty to Investigate (a) The Agent shall have no obligation to investigate or verify the accuracy or completeness of any information, statement, certificate, or other document provided to it by the Issuers, the Trustee, or any other person. The Agent shall be entitled to assume the accuracy and completeness of all such information unless it has actual knowledge to the contrary. (b) The Agent shall hav

Section 8.5 — Limitation on Consequential Damages IN NO EVENT SHALL THE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF ITS DUTIES HEREUNDER, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT THE AGENT

Section 9.1 — Indemnification by the Issuers (a) The Issuers shall, jointly and severally, indemnify, defend, and hold harmless the Agent and its members, managers, officers, directors, employees, agents, and affiliates (each, an "Indemnified Party") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, penalties, judgments, costs, and expenses (including, without li

Section 9.2 — Survival The indemnification obligations of the Issuers under this Article 9 shall survive the termination or expiration of this Agreement and shall survive the resignation or removal of the Agent, and shall continue in full force and effect with respect to any Losses arising out of or relating to events, acts, or omissions occurring during the term of this Agreement.

ARTICLE 10 — TERM AND TERMINATION

Section 10.1 — Term This Agreement shall become effective on the date hereof and shall continue in full force and effect until the earliest to occur of: (a) the date on which all Notes have been paid in full, redeemed, repurchased, or otherwise cancelled in accordance with the Indenture and no further amounts remain payable in respect of the Notes; (b) the Maturity Date (May 1, 2032), provided that all amounts due an

Section 10.2 — Resignation of the Agent (a) The Agent may resign from its duties and obligations under this Agreement at any time by giving not less than sixty (60) days' prior written notice of such resignation to the Issuers and the Trustee. Such notice shall specify the proposed effective date of resignation. (b) No resignation of the Agent shall become effective until a successor agent has been appointed by the I

Section 10.3 — Removal of the Agent (a) The Issuers may remove the Agent from its duties and obligations under this Agreement at any time, with or without cause, upon not less than sixty (60) days' prior written notice to the Agent and the Trustee. Such notice shall specify the proposed effective date of removal. (b) No removal of the Agent shall become effective until a successor agent has been appointed by the Issu

Section 10.4 — Appointment of Successor Agent (a) Upon the resignation or removal of the Agent, the Issuers shall promptly appoint a successor paying agent, registrar, and transfer agent. Any such successor agent must be a banking corporation or trust company organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise fiduciary powers, havin

Section 10.5 — Transition and Delivery of Records (a) Upon the effective date of the resignation or removal of the Agent, the outgoing Agent shall deliver to the successor agent all records, registers (including the Register), books, documents, funds, and other property of the Issuers or the Holders held by the Agent in connection with its duties under this Agreement. Such delivery shall be made promptly and in an or

Section 11.1 — Confidential Information (a) The Agent shall maintain the confidentiality of all non-public information received by it in connection with this Agreement or the performance of its duties hereunder ("Confidential Information"), including, without limitation, information relating to the identity, addresses, and account details of Holders, payment records, transfer records, and any other information design

Section 11.2 — Data Protection The Agent shall comply with all applicable data protection and privacy laws and regulations (including, without limitation, the Gramm-Leach-Bliley Act and any applicable regulations thereunder, and the General Data Protection Regulation (EU) 2016/679 to the extent applicable) in its collection, use, storage, processing, and transfer of personal data of Holders and other individuals in c

Section 12.1 — Notices (a) All notices, requests, demands, waivers, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made when (i) delivered by hand, (ii) delivered by a nationally recognized overnight courier service (with confirmation of delivery), or (iii) sent by email (with confirmation of receipt), in each case to the parties at the follo

Section 12.2 — Amendments and Waivers (a) This Agreement may be amended, supplemented, or otherwise modified only by a written instrument duly executed by the Issuers and the Agent. No amendment, supplement, or modification of this Agreement shall be effective unless and until it is signed by all required parties. (b) No amendment, supplement, or modification of this Agreement shall adversely affect the rights of the

Section 12.3 — Assignment (a) The Agent may not assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Issuers and the Trustee. Any purported assignment, delegation, or transfer by the Agent without such consent shall be void and of no force or effect. (b) The Issuers may assign their rights and obligations under this Agree

Section 12.4 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law thereof, other than Section 5-1401 of the New York General Obligations Law.

Section 12.5 — Jurisdiction and Venue Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, City of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each party

Section 12.6 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPR