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CROSS-RECEIPT

Relating to the $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032

May 15, 2025

This Cross-Receipt (this "Cross-Receipt") is delivered as of May 15, 2025, in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among the Issuers (as defined below), the Guarantors (as defined below), and the Initial Purchasers (as defined below).

RECITALS

A. Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("DEH" or the "Company"), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, and Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware ("DUFC" and, together with DEH, the "Issuers"), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, and employer identification number 93-4728106, are parties to the Purchase Agreement as issuers of the Notes (as defined below).

B. Each of the following entities (collectively, the "Guarantors") has agreed to guarantee the obligations of the Issuers under the Notes and the Indenture (as defined below) on the terms and subject to the conditions set forth therein:

(i) Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria;

(ii) Dunmore Gulf Operations LLC, a limited liability company organized and existing under the laws of the State of Delaware;

(iii) Dunmore Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware;

(iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;

(v) Dunmore Midstream Holdings Inc., a corporation organized and existing under the laws of the State of Delaware; and

(vi) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.

C. The following entities (collectively, the "Initial Purchasers") are parties to the Purchase Agreement as initial purchasers of the Notes:

(i) Ridgeline Capital Markets LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal office at 383 Madison Avenue, 22nd Floor, New York, New York 10179;

(ii) Clarion Securities Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office at One Financial Center, Boston, Massachusetts 02111; and

(iii) Pinnacle Partners LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal office at 200 West Street, Suite 4400, New York, New York 10282.

D. Pursuant to the Purchase Agreement, the Initial Purchasers agreed, severally and not jointly, to purchase from the Issuers $850,000,000 aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are issued under and governed by the Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee (in such capacity, the "Trustee") and as Collateral Agent (in such capacity, the "Collateral Agent"). The Notes have been offered and sold (a) in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder and (b) outside the United States to non-U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.

E. The Notes have been issued with the following terms and identifying characteristics:

• Aggregate Principal Amount: $850,000,000

• Issue Price: 98.50% of par

• CUSIP Number (Rule 144A): 265387 AA 5

• CUSIP Number (Regulation S): C2085R AA 2

• ISIN (Rule 144A): US265387AA51

• ISIN (Regulation S): USC2085RAA24

• Stated Maturity: May 1, 2032

• Interest Rate: 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025

• Minimum Denomination: $2,000 and integral multiples of $1,000 in excess thereof

F. The aggregate purchase price for the Notes (the "Aggregate Purchase Price") is equal to the aggregate principal amount of the Notes multiplied by the issue price, calculated as follows: $850,000,000 × 98.50% = $837,250,000.

SECTION 1 — ACKNOWLEDGMENT OF RECEIPT BY THE ISSUERS

Each of the Issuers hereby acknowledges receipt from the Initial Purchasers, on behalf of themselves and their respective successors and assigns, of the Aggregate Purchase Price of Eight Hundred Thirty-Seven Million Two Hundred Fifty Thousand Dollars ($837,250,000) in immediately available funds, delivered by wire transfer in United States dollars to accounts designated in writing by the Issuers to the Initial Purchasers prior to the date hereof, in full and complete payment for the Notes. Such Aggregate Purchase Price was funded by each of the Initial Purchasers in the amounts corresponding to their respective allocations under the Purchase Agreement, as set forth in the following table:

The Issuers confirm that the full amount of the Aggregate Purchase Price has been received and that no further amounts are due from the Initial Purchasers in respect of the purchase of the Notes under the Purchase Agreement.

SECTION 2 — ACKNOWLEDGMENT OF RECEIPT BY THE INITIAL PURCHASERS

Each of the Initial Purchasers hereby acknowledges receipt from the Issuers of the Notes in the aggregate principal amount set forth opposite such Initial Purchaser's name below, duly executed and authenticated in accordance with the terms of the Indenture:

The Notes have been delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") and credited to the accounts of, or to the accounts of participants designated by, the respective Initial Purchasers, in the names and denominations specified by the respective Initial Purchasers in accordance with the Purchase Agreement. The Initial Purchasers confirm that the Notes so delivered conform in all material respects to the description thereof contained in the Purchase Agreement, the Indenture, and the related offering memorandum, and that no further deliveries of Notes are required from the Issuers under the Purchase Agreement.

SECTION 3 — CONFIRMATION OF COMPLIANCE WITH PURCHASE AGREEMENT

Each of the parties hereto confirms that the deliveries of the Notes and the payments of the Aggregate Purchase Price evidenced by this Cross-Receipt have been made in compliance with, and in full satisfaction of, the applicable closing conditions set forth in the Purchase Agreement, including without limitation the conditions precedent to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement and the conditions precedent to the obligations of the Issuers set forth in Section 7 of the Purchase Agreement.

Nothing in this Cross-Receipt shall be deemed to modify, amend, supplement, or supersede any provision of the Purchase Agreement, the Indenture, any Note, any Guarantee, the Security Documents, or any other Transaction Document (as defined in the Purchase Agreement), all of which remain in full force and effect in accordance with their respective terms. The rights, obligations, representations, warranties, covenants, and indemnities of the parties under the Purchase Agreement and the other Transaction Documents are not affected or impaired by the execution and delivery of this Cross-Receipt.

SECTION 4 — DEFINED TERMS

Capitalized terms used but not otherwise defined in this Cross-Receipt shall have the respective meanings ascribed to such terms in the Purchase Agreement or, if not defined therein, in the Indenture, dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent.

SECTION 5 — GOVERNING LAW

This Cross-Receipt shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

SECTION 6 — COUNTERPARTS

This Cross-Receipt may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The delivery of an executed counterpart of a signature page to this Cross-Receipt by facsimile or by electronic transmission (including by portable document format (.pdf), Brightwater Software, or any other electronic means intended to preserve the original graphic and pictorial appearance of a document) shall be effective as delivery of a manually executed counterpart of this Cross-Receipt. The words "execution," "signed," "signature," and words of like import in this Cross-Receipt shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and the New York State Electronic Signatures and Records Act.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO CROSS-RECEIPT

IN WITNESS WHEREOF, the parties hereto have caused this Cross-Receipt to be duly executed and delivered as of the date first written above.

ISSUERS:.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Ellingham

Title: Chief Executive Officer

DUNMORE UPSTREAM FINANCE CORP.

By: ________

Name: Deepa Rajaram

Title: Chief Financial Officer

SIGNATURE PAGE TO CROSS-RECEIPT

INITIAL PURCHASERS:.

RIDGELINE CAPITAL MARKETS LLC

By: ________

Name: Thomas Whitford

Title: Head of Energy Capital Markets

CLARION SECURITIES INC.

By: ________

Name: Derek Holmgren

Title: Managing Director

PINNACLE PARTNERS LLC

By: ________

Name: Julia Song

Title: Managing Director

Initial Purchaser	Allocation (%)	Principal Amount	Issue Price (%)	Amount Funded
Ridgeline Capital Markets LLC	55%	$467,500,000	98.50%	$460,487,500
Clarion Securities Inc.	30%	$255,000,000	98.50%	$251,175,000
Pinnacle Partners LLC	15%	$127,500,000	98.50%	$125,587,500
Total	100%	$850,000,000	$837,250,000
Initial Purchaser	Principal Amount of Notes Received
Ridgeline Capital Markets LLC	$467,500,000
Clarion Securities Inc.	$255,000,000
Pinnacle Partners LLC	$127,500,000
Total	$850,000,000

CROSS-RECEIPT
Relating to the $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032
May 15, 2025
This Cross-Receipt (this "Cross-Receipt") is delivered as of May 15, 2025, in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among the Issuers (as defined below), the Guarantors (as defined below), and the Initial Purchasers (as defined below).
RECITALS
A. Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("DEH" or the "Company"), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, and Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware ("DUFC" and, together with DEH, the "Issuers"), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, and employer identification number 93-4728106, are parties to the Purchase Agreement as issuers of the Notes (as defined below).
B. Each of the following entities (collectively, the "Guarantors") has agreed to guarantee the obligations of the Issuers under the Notes and the Indenture (as defined below) on the terms and subject to the conditions set forth therein:
(i) Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria;
(ii) Dunmore Gulf Operations LLC, a limited liability company organized and existing under the laws of the State of Delaware;
(iii) Dunmore Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware;
(iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;
(v) Dunmore Midstream Holdings Inc., a corporation organized and existing under the laws of the State of Delaware; and
(vi) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.
C. The following entities (collectively, the "Initial Purchasers") are parties to the Purchase Agreement as initial purchasers of the Notes:
(i) Ridgeline Capital Markets LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal office at 383 Madison Avenue, 22nd Floor, New York, New York 10179;
(ii) Clarion Securities Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office at One Financial Center, Boston, Massachusetts 02111; and
(iii) Pinnacle Partners LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal office at 200 West Street, Suite 4400, New York, New York 10282.
D. Pursuant to the Purchase Agreement, the Initial Purchasers agreed, severally and not jointly, to purchase from the Issuers $850,000,000 aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are issued under and governed by the Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee (in such capacity, the "Trustee") and as Collateral Agent (in such capacity, the "Collateral Agent"). The Notes have been offered and sold (a) in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder and (b) outside the United States to non-U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.
E. The Notes have been issued with the following terms and identifying characteristics:
•  Aggregate Principal Amount: $850,000,000
•  Issue Price: 98.50% of par
•  CUSIP Number (Rule 144A): 265387 AA 5
•  CUSIP Number (Regulation S): C2085R AA 2
•  ISIN (Rule 144A): US265387AA51
•  ISIN (Regulation S): USC2085RAA24
•  Stated Maturity: May 1, 2032
•  Interest Rate: 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025
•  Minimum Denomination: $2,000 and integral multiples of $1,000 in excess thereof
F. The aggregate purchase price for the Notes (the "Aggregate Purchase Price") is equal to the aggregate principal amount of the Notes multiplied by the issue price, calculated as follows: $850,000,000 × 98.50% = $837,250,000.
SECTION 1 — ACKNOWLEDGMENT OF RECEIPT BY THE ISSUERS
Each of the Issuers hereby acknowledges receipt from the Initial Purchasers, on behalf of themselves and their respective successors and assigns, of the Aggregate Purchase Price of Eight Hundred Thirty-Seven Million Two Hundred Fifty Thousand Dollars ($837,250,000) in immediately available funds, delivered by wire transfer in United States dollars to accounts designated in writing by the Issuers to the Initial Purchasers prior to the date hereof, in full and complete payment for the Notes. Such Aggregate Purchase Price was funded by each of the Initial Purchasers in the amounts corresponding to their respective allocations under the Purchase Agreement, as set forth in the following table:
The Issuers confirm that the full amount of the Aggregate Purchase Price has been received and that no further amounts are due from the Initial Purchasers in respect of the purchase of the Notes under the Purchase Agreement.
SECTION 2 — ACKNOWLEDGMENT OF RECEIPT BY THE INITIAL PURCHASERS
Each of the Initial Purchasers hereby acknowledges receipt from the Issuers of the Notes in the aggregate principal amount set forth opposite such Initial Purchaser's name below, duly executed and authenticated in accordance with the terms of the Indenture:
The Notes have been delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") and credited to the accounts of, or to the accounts of participants designated by, the respective Initial Purchasers, in the names and denominations specified by the respective Initial Purchasers in accordance with the Purchase Agreement. The Initial Purchasers confirm that the Notes so delivered conform in all material respects to the description thereof contained in the Purchase Agreement, the Indenture, and the related offering memorandum, and that no further deliveries of Notes are required from the Issuers under the Purchase Agreement.
SECTION 3 — CONFIRMATION OF COMPLIANCE WITH PURCHASE AGREEMENT
Each of the parties hereto confirms that the deliveries of the Notes and the payments of the Aggregate Purchase Price evidenced by this Cross-Receipt have been made in compliance with, and in full satisfaction of, the applicable closing conditions set forth in the Purchase Agreement, including without limitation the conditions precedent to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement and the conditions precedent to the obligations of the Issuers set forth in Section 7 of the Purchase Agreement.
Nothing in this Cross-Receipt shall be deemed to modify, amend, supplement, or supersede any provision of the Purchase Agreement, the Indenture, any Note, any Guarantee, the Security Documents, or any other Transaction Document (as defined in the Purchase Agreement), all of which remain in full force and effect in accordance with their respective terms. The rights, obligations, representations, warranties, covenants, and indemnities of the parties under the Purchase Agreement and the other Transaction Documents are not affected or impaired by the execution and delivery of this Cross-Receipt.
SECTION 4 — DEFINED TERMS
Capitalized terms used but not otherwise defined in this Cross-Receipt shall have the respective meanings ascribed to such terms in the Purchase Agreement or, if not defined therein, in the Indenture, dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent.
SECTION 5 — GOVERNING LAW
This Cross-Receipt shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
SECTION 6 — COUNTERPARTS
This Cross-Receipt may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The delivery of an executed counterpart of a signature page to this Cross-Receipt by facsimile or by electronic transmission (including by portable document format (.pdf), Brightwater Software, or any other electronic means intended to preserve the original graphic and pictorial appearance of a document) shall be effective as delivery of a manually executed counterpart of this Cross-Receipt. The words "execution," "signed," "signature," and words of like import in this Cross-Receipt shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and the New York State Electronic Signatures and Records Act.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO CROSS-RECEIPT
IN WITNESS WHEREOF, the parties hereto have caused this Cross-Receipt to be duly executed and delivered as of the date first written above.
ISSUERS:.  
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
DUNMORE UPSTREAM FINANCE CORP.
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
SIGNATURE PAGE TO CROSS-RECEIPT
INITIAL PURCHASERS:.  
RIDGELINE CAPITAL MARKETS LLC
By: ________
Name: Thomas Whitford
Title: Head of Energy Capital Markets
CLARION SECURITIES INC.
By: ________
Name: Derek Holmgren
Title: Managing Director
PINNACLE PARTNERS LLC
By: ________
Name: Julia Song
Title: Managing Director
Initial Purchaser | Allocation (%) | Principal Amount | Issue Price (%) | Amount Funded
Ridgeline Capital Markets LLC | 55% | $467,500,000 | 98.50% | $460,487,500
Clarion Securities Inc. | 30% | $255,000,000 | 98.50% | $251,175,000
Pinnacle Partners LLC | 15% | $127,500,000 | 98.50% | $125,587,500
Total | 100% | $850,000,000 | $837,250,000
Initial Purchaser | Principal Amount of Notes Received
Ridgeline Capital Markets LLC | $467,500,000
Clarion Securities Inc. | $255,000,000
Pinnacle Partners LLC | $127,500,000
Total | $850,000,000

CROSS-RECEIPT

RECITALS

SIGNATURE PAGE TO CROSS-RECEIPT

ISSUERS:.

DUNMORE ENERGY HOLDINGS LTD.

DUNMORE UPSTREAM FINANCE CORP.

SIGNATURE PAGE TO CROSS-RECEIPT

INITIAL PURCHASERS:.

RIDGELINE CAPITAL MARKETS LLC

CLARION SECURITIES INC.

PINNACLE PARTNERS LLC

Record

Parties

Dates

Amounts