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DUNMORE ENERGY HOLDINGS LTD.

(an exempted company incorporated under the laws of the Cayman Islands)

Cayman Registry No. MC-384726

RESOLUTIONS OF THE BOARD OF DIRECTORS

ADOPTED BY WRITTEN CONSENT IN LIEU OF MEETING

Effective as of May 12, 2025

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT Prepared by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017 Matter No. 1016-00003

RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.

Adopted by Written Consent in Lieu of Meeting Effective as of May 12, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Dunmore Energy Holdings Ltd. (the "Company"), an exempted company incorporated and existing under the laws of the Cayman Islands (Cayman Registry No. MC-384726), having its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, do hereby adopt the following resolutions by written consent in lieu of a meeting of the Board of Directors, effective as of the date set forth above:

DIRECTORS ACTING

The following directors, constituting all of the directors of the Company currently in office and entitled to vote, do hereby act by written consent in lieu of a special meeting of the Board of Directors:

1. Lady Constance Harrowby, Board Chair (Independent)

2. Marcus Ellingham, Chief Executive Officer and Director

3. Theresa Chen-Watanabe, Independent Director

4. Lord Jonathan Pemberton, Independent Director

5. Nkechi Adeyemo, Independent Director

The undersigned directors acknowledge and confirm that they constitute all of the directors of the Company as of the date hereof and that a quorum exists for the transaction of business.

AUTHORITY

These resolutions are adopted pursuant to, and in accordance with, the Third Amended and Restated Memorandum and Articles of Association of the Company, as most recently amended on September 15, 2023 (the "Articles of Association"), and the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"). Article 23.1 of the Articles of Association expressly permits the directors to act by written resolution signed by all directors in lieu of a meeting of the Board of Directors, and any such written resolution shall be as valid and effective as if it had been passed at a duly convened and held meeting of the Board. Each of the undersigned directors hereby waives any and all notice requirements with respect to the matters set forth in these resolutions, including without limitation any requirement of prior notice of meeting, agenda, or supporting materials, and consents to the adoption of the following resolutions without a formal meeting.

RECITALS

WHEREAS, the Company is an exempted company incorporated under the laws of the Cayman Islands, with its principal executive offices located at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, and an operational office located at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, United States;

WHEREAS, the Company is the ultimate parent company of a group of direct and indirect subsidiaries engaged in upstream and midstream oil and gas exploration, development, and production operations in West Africa (specifically, the Federal Republic of Nigeria and the Republic of Senegal) and the Gulf of Mexico, as well as a renewable energy portfolio consisting of solar generation assets located in West Texas, United States;

WHEREAS, the Company's principal subsidiaries include the following entities (each a "Subsidiary" and, where applicable, a "Guarantor Subsidiary"):

(a) Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware, United States (EIN 93-4728106), which serves as the Company's primary U.S. finance subsidiary;

(b) Dunmore Nigeria E&P Ltd., a limited company organized and existing under the laws of the Federal Republic of Nigeria, which holds and operates the Company's Nigerian upstream assets, including interests in Oil Mining Leases OML 47 and OML 63;

(c) Dunmore Gulf Operations LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States, which holds and operates the Company's Gulf of Mexico upstream assets, including interests in the Green Canyon and Garden Banks areas;

(d) Dunmore Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States, which holds and operates a 220 MW solar generation portfolio located in West Texas;

(e) Dunmore Senegal S.A., a société anonyme organized and existing under the laws of the Republic of Senegal, which holds and operates the Company's exploration and production interests in the Cayar Offshore Block, including the Cayar Offshore Phase II development project;

(f) Dunmore Midstream Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, United States, which holds and operates the Company's pipeline and hydrocarbon processing infrastructure; and

(g) Dunmore Trading Ltd., a private limited company organized and existing under the laws of England and Wales, United Kingdom, which conducts the Company's physical hydrocarbon offtake and trading activities;

WHEREAS, the Company is majority-owned by Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership, which holds approximately 62.4% of the outstanding equity interests of the Company, with the remaining equity interests held by management and directors of the Company (approximately 18.3%), Solstice Infrastructure Fund LP (approximately 11.1%), and Alderman Family Office LLC (approximately 8.2%);

WHEREAS, the Company desires to issue and sell $850,000,000 in aggregate principal amount of its 9.375% Senior Secured Notes due 2032 (the "Notes") at an issue price of 98.50% of par value, generating gross proceeds to the Issuers (as defined below) of approximately $837,250,000, pursuant to an offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), specifically pursuant to Rule 144A under the Securities Act to qualified institutional buyers ("QIBs") within the meaning of Rule 144A and pursuant to Regulation S under the Securities Act to persons who are not "U.S. persons" within the meaning of Regulation S (collectively, the "Offering");

WHEREAS, Dunmore upstream Finance Corp. will serve as co-issuer of the Notes (Dunmore upstream Finance Corp., together with the Company, the "Issuers"), and the Notes will constitute joint and several obligations of the Issuers;

WHEREAS, each of the Guarantor Subsidiaries — 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. (each, a "Guarantor" and collectively, the "Guarantors") — will unconditionally guarantee the Issuers' obligations under the Notes on a senior secured basis pursuant to the Indenture (as defined below);

WHEREAS, the Notes will mature on May 1, 2032 and will bear interest at the rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025, with each semi-annual interest payment on the full $850,000,000 principal amount equal to approximately $39,843,750;

WHEREAS, the Notes will be sold to Ridgeline Capital Markets LLC (with an allocation of 55%, representing $467,500,000 in aggregate principal amount), Clarion Securities Inc. (with an allocation of 30%, representing $255,000,000 in aggregate principal amount), and Pinnacle Partners LLC (with an allocation of 15%, representing $127,500,000 in aggregate principal amount) (collectively, the "Initial Purchasers") pursuant to a Purchase Agreement to be dated as of the Pricing Date (the "Purchase Agreement");

WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date (expected to be May 15, 2025), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent");

WHEREAS, the Notes will be secured by first-priority liens and security interests (subject to Permitted Liens as defined in the Indenture) on (i) 100% of the equity interests of each Guarantor Subsidiary (and, in the case of first-tier foreign subsidiaries, 65% of the voting equity interests and 100% of the non-voting equity interests, to the extent required for tax efficiency), (ii) substantially all tangible and intangible assets of the Issuers and each Guarantor (subject to Permitted Liens and certain customary exclusions), (iii) intercompany receivables owed to any Issuer or Guarantor, (iv) material hydrocarbon offtake contracts and related rights, and (v) assignment of insurance proceeds with respect to material insured assets (collectively, the "Collateral");

WHEREAS, the Collateral will be subject to an Intercreditor Agreement (the "Intercreditor Agreement") to be entered into among Northgate Trust Company, N.A., as collateral agent for the holders of the Notes (the "Notes Collateral Agent"), Velthorn National Bank, N.A., as administrative agent (the "ABL Agent") under the Company's existing $750,000,000 asset-based revolving credit facility (the "ABL Facility"), of which $470,000,000 is currently drawn, the Issuers, and the Guarantors, which Intercreditor Agreement will delineate ABL Priority Collateral (consisting principally of accounts receivable, inventory, and deposit accounts) and Notes Priority Collateral (consisting principally of property, plant and equipment, equity interests in subsidiaries, intellectual property, and material contracts);

WHEREAS, the net proceeds of the Offering, after deducting the initial purchasers' discount and estimated offering expenses, are intended to be applied as follows:

(a) approximately $450,000,000 to repay a portion of the outstanding principal amount of the Company's existing 7.50% Senior Unsecured Notes due 2028 (reducing the outstanding principal amount thereof from $850,000,000 to $400,000,000), pursuant to the optional redemption provisions of the indenture governing such notes;

(b) approximately $250,000,000 to fund development capital expenditures related to the Cayar Offshore Phase II development project operated by Dunmore Senegal S.A.;

(c) approximately $22,500,000 to pay estimated offering fees and expenses, inclusive of the Initial Purchasers' gross spread of 2.00% of par (equal to approximately $17,000,000) and approximately $5,500,000 of legal, accounting, ratings agency, trustee, and other professional fees and expenses; and

(d) the remaining approximately $114,750,000 for general corporate purposes and working capital;

WHEREAS, after giving pro forma effect to the Offering and the application of the net proceeds as described above, the Company's total consolidated indebtedness will be approximately $1,720,000,000, consisting of (i) $470,000,000 drawn under the ABL Facility, (ii) $400,000,000 aggregate principal amount of remaining 7.50% Senior Unsecured Notes due 2028, and (iii) $850,000,000 aggregate principal amount of the Notes, resulting in a pro forma gross leverage ratio of approximately 2.11x based on the Company's fiscal year 2024 consolidated EBITDA of $816,000,000 and a pro forma net leverage ratio of approximately 1.88x after giving effect to $185,000,000 in unrestricted cash and cash equivalents;

WHEREAS, the Notes have been assigned preliminary credit ratings of B2 with a Stable outlook by Lodestar Ratings International and B+ with a Stable outlook by Veridian Credit Assessments Inc.;

WHEREAS, the Board has received and carefully reviewed (i) the presentations and memoranda prepared by management of the Company, including the financial projections, pro forma capitalization tables, cash flow analyses, and sensitivity analyses, (ii) the advice and recommendations of Calderwood & Harkness LLP, issuer's counsel, regarding the legal terms and structure of the Offering, (iii) the presentation and term sheet prepared by Ridgeline Capital Markets LLC, as lead initial purchaser and bookrunner, regarding the market conditions, pricing, and structure of the Offering, and (iv) the sanctions screening report prepared by Sandoval Compliance Solutions LLC; and

WHEREAS, having duly considered the foregoing, and after full deliberation, the Board has determined that the Offering and the transactions contemplated thereby, including the issuance of the Notes, the execution and delivery of the Transaction Documents (as defined herein), and the application of proceeds, are fair, reasonable, and in the best interests of the Company, its shareholders, and its stakeholders, and that the terms and conditions of the Offering, including the interest rate, issue price, maturity date, and other terms of the Notes, are commercially reasonable and consistent with prevailing market conditions for issuers of similar credit quality and in similar industries;

NOW, THEREFORE, the Board of Directors of the Company hereby adopts the following resolutions:

RESOLUTION 1: APPROVAL OF THE OFFERING AND AUTHORIZATION OF THE NOTES

RESOLVED, that the issuance and sale by the Company, as co-issuer, of $850,000,000 in aggregate principal amount of its 9.375% Senior Secured Notes due 2032, at an issue price of 98.50% of par value (the "Notes"), in an offering exempt from registration under the Securities Act pursuant to Rule 144A under the Securities Act to qualified institutional buyers and pursuant to Regulation S under the Securities Act to non-U.S. persons, is hereby authorized and approved in all respects, subject to the terms and conditions set forth in the Indenture, the Purchase Agreement, and the other Transaction Documents.

RESOLVED FURTHER, that the Notes shall be designated as "9.375% Senior Secured Notes due 2032" and shall have the following identifying numbers:

(a) Rule 144A Global Notes: CUSIP No. 265387 AA 5; ISIN No. US265387AA51;

(b) Regulation S Global Notes: CUSIP No. C2085R AA 2; ISIN No. USC2085RAA24;

RESOLVED FURTHER, that the Notes shall be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, and shall be eligible for book-entry delivery and settlement through the facilities of The Depository Trust Company ("DTC") and its participants, including Stonefield Industries and Westmark & Co., and the Company and its officers are hereby authorized to take all actions necessary to effect such eligibility, including the delivery of a DTC Eligibility Letter.

RESOLVED FURTHER, that the Notes shall have the following material terms and conditions, as more fully described in the Indenture:

(a) Maturity Date: May 1, 2032.

(b) Interest Rate: 9.375% per annum, computed on the basis of a 360-day year of twelve 30-day months.

(c) Interest Payment Dates: Semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. The record dates for interest payments shall be the immediately preceding April 15 and October 15, respectively.

(d) Optional Redemption: The Notes shall be redeemable, in whole or in part, at the option of the Issuers, at the following redemption prices (expressed as a percentage of the principal amount thereof), plus accrued and unpaid interest, if any, to the applicable redemption date:

(i) On or after May 1, 2028 and prior to May 1, 2029, at a price equal to 104.688% of the principal amount thereof;

(ii) On or after May 1, 2029 and prior to May 1, 2030, at a price equal to 102.344% of the principal amount thereof;

(iii) On or after May 1, 2030 and prior to May 1, 2031, at a price equal to 101.172% of the principal amount thereof; and

(iv) On or after May 1, 2031, at a price equal to 100.000% of the principal amount thereof;

(e) Make-Whole Redemption: Prior to May 1, 2028, the Notes shall be redeemable, in whole or in part, at the option of the Issuers, at a price equal to 100% of the principal amount thereof, plus a make-whole premium equal to the greater of (x) 1.00% of the principal amount of the Notes being redeemed and (y) the excess, if any, of (I) the present value as of the redemption date of the redemption price of the Notes on May 1, 2028 (i.e., 104.688%) plus all required remaining interest payments due through May 1, 2028 (excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) plus 50 basis points, over (II) the principal amount of the Notes being redeemed, plus, in each case, accrued and unpaid interest, if any, to the redemption date.

(f) Equity Clawback: At any time prior to May 1, 2028, the Issuers may redeem up to 40% of the original aggregate principal amount of the Notes (including any additional Notes) at a redemption price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the applicable redemption date, with the net cash proceeds received by the Issuers or any direct or indirect parent entity from one or more equity offerings; provided that at least 60% of the original aggregate principal amount of the Notes (including any additional Notes) remains outstanding immediately after each such redemption; and provided, further, that each such redemption occurs within 180 days of the closing of the related equity offering.

(g) Change of Control: Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes shall have the right to require the Issuers to repurchase all or any portion of such holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.

(h) Governing Law: The Notes, the Indenture, and the guarantees shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles thereof (other than Section 5-1401 of the General Obligations Law of the State of New York).

RESOLUTION 2: APPROVAL AND AUTHORIZATION OF TRANSACTION DOCUMENTS

A. Indenture. RESOLVED, that the execution and delivery by the Company of the Indenture, to be dated as of the Closing Date (expected to be May 15, 2025), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A. (100 Wall Street, Suite 1600, New York, NY 10005), as Trustee and Collateral Agent, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers (as defined herein) may approve, the execution thereof by an Authorized Officer to be conclusive evidence of such approval), is hereby authorized and approved in all respects.

RESOLVED FURTHER, that such authorization specifically includes, without limitation, (i) the OFAC sanctions representations and covenants contained in the Indenture, which prohibit the use of proceeds of the Notes, directly or indirectly, in any manner that would result in a violation of any applicable sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, or the United Kingdom's Office of Financial Sanctions Implementation ("OFSI"), and (ii) the tax gross-up and additional amounts provisions set forth in the Indenture applicable to the Company as a Cayman Islands issuer, pursuant to which the Issuers may be required to pay additional amounts to holders of the Notes in respect of any withholding or deduction for or on account of any present or future taxes, duties, assessments, or governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands, the United States, or any other relevant taxing jurisdiction.

B. Purchase Agreement

RESOLVED, that the execution and delivery by the Company of the Purchase Agreement, to be dated as of the Pricing Date (expected to be May 12, 2025), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.

RESOLVED FURTHER, that the Purchase Agreement provides for the sale of the Notes by the Issuers to the Initial Purchasers at the issue price of 98.50% of par value, subject to customary representations and warranties by the Issuers and the Guarantors, conditions precedent to closing, and indemnification provisions. The allocations among the Initial Purchasers and the gross spread payable thereto shall be as follows:

RESOLVED FURTHER, that the aggregate gross spread of 2.00% of par value ($17,000,000) payable to the Initial Purchasers shall consist of the following components:

(a) Management fee: 0.25% of par value ($2,125,000);

(b) Underwriting fee: 0.75% of par value ($6,375,000); and

and the payment thereof from the gross proceeds of the Offering is hereby authorized and approved.

C. Registration Rights Agreement

RESOLVED, that the execution and delivery by the Company of the Registration Rights Agreement, to be dated as of the Closing Date, among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and the Initial Purchasers, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects. The Registration Rights Agreement shall provide for, among other things, (i) the filing of a registration statement with the U.S. Securities and Exchange Commission (the "SEC") to permit an exchange offer for the Notes within 365 days following the Closing Date (or, if an exchange offer is not available, the filing of a shelf registration statement for the resale of the Notes within 60 days following such determination), and (ii) the payment of additional interest on the Notes in the event that the Issuers fail to satisfy such obligations within the specified time periods.

D. Security Documents

RESOLVED, that the execution and delivery by the Company and each applicable Guarantor of the following security documents (collectively, the "Security Documents") is hereby authorized and approved in all respects:

(a) Collateral Agreement (U.S.): The Pledge and Security Agreement, to be dated as of the Closing Date, among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), and Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the State of New York, pursuant to which the Issuers and U.S. Guarantors will grant a first-priority security interest in substantially all of their tangible and intangible personal property and assets (including, without limitation, equity interests in subsidiaries, intercompany receivables, material contracts, intellectual property, accounts receivable, inventory, equipment, general intangibles, and investment property) in favor of the Collateral Agent for the benefit of the holders of the Notes.

(b) Collateral Agreement (Nigeria): The Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd., to be governed by the laws of the Federal Republic of Nigeria, pursuant to which Dunmore Nigeria E&P Ltd. will create a fixed and floating charge over substantially all of its assets, including its interests in Oil Mining Leases OML 47 and OML 63, hydrocarbon production and reserves, equipment, receivables, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(c) Collateral Agreement (England): The Debenture, to be governed by the laws of England and Wales, pursuant to which Dunmore Trading Ltd. will grant fixed and floating charges over substantially all of its assets, including its offtake and trading contracts, receivables, bank accounts, intellectual property, and other property, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(d) Collateral Agreement (Senegal): The Nantissement and Cession Fiduciaire over the assets of Dunmore Senegal S.A., to be governed by the laws of the Republic of Senegal and the Uniform Act on Security Interests of the Organisation for the Harmonisation of Business Law in Africa (OHADA), pursuant to which Dunmore Senegal S.A. will grant security interests (by way of nantissement de fonds de commerce, cession fiduciaire, and related mechanisms) over substantially all of its assets, including its interests in the Cayar Offshore Block, hydrocarbon production and reserves, equipment, receivables, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to execute and deliver, or cause to be executed and delivered, UCC-1 financing statements in the State of Delaware and any other applicable jurisdictions in the United States, and to authorize and cause the filing of equivalent security registrations or notices in Nigeria, England, and Senegal, as applicable, in order to perfect the security interests granted pursuant to the Security Documents.

E. Intercreditor Agreement

RESOLVED, that the execution and delivery by the Company of the Intercreditor Agreement, to be dated as of the Closing Date, among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A. (1111 Fannin Street, Suite 2500, Houston, TX 77002), as ABL Agent, the Issuers, and the Guarantors, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.

RESOLVED FURTHER, that the Intercreditor Agreement shall delineate the priorities among the respective secured parties as follows:

(a) ABL Priority Collateral: Accounts receivable, inventory, deposit accounts, and proceeds thereof, in which the ABL Agent shall hold a first-priority lien and the Notes Collateral Agent shall hold a second-priority lien; and

(b) Notes Priority Collateral: Property, plant and equipment, equity interests in subsidiaries, intellectual property, material contracts (including hydrocarbon offtake contracts), intercompany receivables, and proceeds thereof, in which the Notes Collateral Agent shall hold a first-priority lien and the ABL Agent shall hold a second-priority lien.

F. Paying Agency Agreement

RESOLVED, that the execution and delivery by the Company of the Paying Agency Agreement, to be dated as of the Closing Date, with Beacon Fiduciary Services LLC (240 Greenwich Street, 7th Floor, New York, NY 10007), pursuant to which Beacon Fiduciary Services LLC shall be appointed as Paying Agent, Registrar, and Transfer Agent for the Notes, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.

G. Side Letter — Sanctions Representations

RESOLVED, that the execution and delivery by the Company of a Side Letter, to be dated as of the Pricing Date, supplementing the Purchase Agreement with additional sanctions-related representations and warranties regarding compliance with OFAC, EU, and UK OFSI sanctions programs, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.

H. Ancillary Documents

RESOLVED, that the Authorized Officers are hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all other agreements, certificates, instruments, and documents contemplated by, or as any Authorized Officer may determine to be necessary or advisable in connection with, the Offering and the consummation of the transactions contemplated thereby, including, but not limited to, the following:

(a) Officers' Certificate, substantially in the form attached hereto as Exhibit A;

(b) Secretary's Certificate or Director's Certificate, certifying the Company's organizational documents, resolutions, and incumbency of officers;

(d) Bring-Down Due Diligence Certificate, confirming the continued accuracy and completeness of representations and warranties as of the Closing Date;

(e) Cross-Receipt evidencing the exchange of the Notes for the purchase price on the Closing Date;

(f) DTC Eligibility Letter addressed to The Depository Trust Company;

(g) Any consents, waivers, acknowledgments, amendments, or other instruments required in connection with the Offering or any Transaction Document; and

(h) Any and all other documents, instruments, certificates, or agreements as any Authorized Officer shall deem necessary or advisable to consummate the Offering.

RESOLUTION 3: APPROVAL OF THE OFFERING MEMORANDUM

RESOLVED, that the preparation, finalization, and distribution of the Preliminary Offering Memorandum, dated April 28, 2025, and the Final Offering Memorandum, to be dated May 14, 2025 (collectively, the "Offering Memorandum"), in connection with the Offering, is hereby authorized and approved in all respects.

RESOLVED FURTHER, that the Offering Memorandum shall contain, among other things, a description of the Company and its subsidiaries, their respective businesses, assets, financial condition, and results of operations, risk factors relating to the Company and the Notes, environmental, social, and governance ("ESG") and sustainability disclosures, sanctions and anti-corruption risk factor disclosures, a description of the Notes (including the terms, covenants, events of default, and other provisions of the Indenture), a description of the Collateral and the Security Documents, pro forma financial information giving effect to the Offering and the application of proceeds, and all other information that the Authorized Officers, in consultation with Calderwood & Harkness LLP and the Initial Purchasers, determine to be required or advisable for inclusion therein.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to approve the form and content of the Offering Memorandum, including, without limitation, the Environmental and Social Responsibility section describing the Company's ESG policies, climate-related disclosures, community engagement programs, and environmental compliance matters, and the sanctions-related risk factor disclosures describing the risks associated with the Company's operations in Nigeria and Senegal and the Company's sanctions compliance program, and to make such changes, modifications, and additions to the Offering Memorandum as the Authorized Officers may determine to be necessary or advisable, in consultation with Calderwood & Harkness LLP and the Initial Purchasers, in each case without further action of the Board.

RESOLUTION 4: APPROVAL OF USE OF PROCEEDS

RESOLVED, that the application of the gross proceeds from the Offering, in the aggregate amount of $837,250,000 (representing 98.50% of the aggregate principal amount of $850,000,000), is hereby authorized and approved as follows:

RESOLVED FURTHER, that the partial repayment of $450,000,000 aggregate principal amount of the Company's existing 7.50% Senior Unsecured Notes due 2028 (reducing the outstanding principal amount thereof from $850,000,000 to $400,000,000) shall be effected pursuant to the optional redemption provisions set forth in the indenture governing such notes, and the Authorized Officers are hereby authorized to execute and deliver, in the name and on behalf of the Company, a payoff letter, redemption notice, and any related instructions, certificates, or other documents required to effect such partial redemption, including the delivery of irrevocable funds to the trustee under the indenture governing the existing 2028 Notes.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to direct the disbursement and application of the proceeds of the Offering in accordance with the foregoing, and to make such adjustments to the allocation of proceeds as the Authorized Officers may determine to be necessary or advisable, provided that the aggregate principal amount repaid on the existing 2028 Notes shall not exceed $450,000,000 and the aggregate amount allocated to Cayar Offshore Phase II capital expenditures shall not exceed $250,000,000 without further approval of the Board.

RESOLUTION 5: APPROVAL OF ENGAGEMENT OF ADVISORS AND SERVICE PROVIDERS

RESOLVED, that the engagement of the following advisors and service providers in connection with the Offering and the transactions contemplated thereby is hereby ratified, confirmed, and approved, and the payment of fees and expenses to such advisors and service providers from the proceeds of the Offering or otherwise is hereby authorized:

(a) Calderwood & Harkness LLP (Responsible Partner: Jennifer Kwon), 425 Lexington Avenue, New York, NY 10017, as issuer's counsel with respect to matters of New York law and United States federal securities law;

(b) Kincaid & Moreau LLP (Responsible Partner: Nigel Ashworth), 68 Fort Street, George Town, Grand Cayman KY1-1107, as Cayman Islands counsel to the Company with respect to matters of Cayman Islands law, including corporate authority, enforceability, and tax opinions;

(c) Abayomi Chambers (Responsible Partner: Chidinma Okafor), 14 Broad Street, Victoria Island, Lagos, Nigeria, as Nigerian counsel to the Company with respect to matters of Nigerian law, including the enforceability of the guarantee of Dunmore Nigeria E&P Ltd. and the Nigerian Debenture and Charge;

(d) Cresswell & Greaves LLP (Responsible Partner: Fiona Halsted), 10 Fenchurch Avenue, London EC3M 5BN, United Kingdom, as English counsel to the Company with respect to matters of English law, including the enforceability of the guarantee of Dunmore Trading Ltd. and the English Debenture;

(e) Theron Moss & Associates SARL (Responsible Partner: Moustapha Sy), Rue Moussé Diop 22, Plateau, Dakar, Senegal, as Senegalese counsel to the Company with respect to matters of Senegalese law and OHADA law, including the enforceability of the guarantee of Dunmore Senegal S.A. and the Senegalese Nantissement and Cession Fiduciaire;

(f) Alverton & Co. LLP (Engagement Partner: Graham Stillwell), 30 Rockefeller Plaza, New York, NY 10112, as independent auditor of the Company, providing consent to the inclusion of audited financial statements in the Offering Memorandum and delivery of comfort letters in connection with the Offering;

(g) Duval Howard & Partners (Responsible Partner: Dr. Evelyn Marchetti), 1200 Smith Street, Suite 1800, Houston, TX 77002, as petroleum engineering consultants, providing reserves reports and technical assessments of the Company's upstream oil and gas assets, including proved, probable, and possible reserves and net present value analyses;

(h) Barrisford Advisory Group LLC (Engagement Principal: Nathan Reyes Linley CPAs LLP), 1700 K Street NW, Suite 900, Washington, DC 20006, as ESG and sustainability consultant, assisting with ESG disclosures in the Offering Memorandum and the preparation of the Company's environmental and social risk assessments;

(i) Sandoval Compliance Solutions LLC (Engagement Principal: Rosa Medina), 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036, as sanctions and OFAC advisory consultant, conducting sanctions screening of Dunmore group entities, officers, directors, material counterparties, and joint venture partners, and advising on sanctions-related representations and risk factor disclosures;

(j) Northgate Trust Company, N.A. (Relationship Manager: William Kerrigan), 100 Wall Street, Suite 1600, New York, NY 10005, as Indenture Trustee and Collateral Agent under the Indenture and the Security Documents; and

(k) Beacon Fiduciary Services LLC (Relationship Manager: Sandra Mitchum), 240 Greenwich Street, 7th Floor, New York, NY 10007, as Paying Agent, Registrar, and Transfer Agent for the Notes pursuant to the Paying Agency Agreement.

RESOLUTION 6: AUTHORIZATION OF OFFICERS TO ACT

A. Designation of Authorized Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and empowered, acting singly, to execute and deliver, in the name and on behalf of the Company, the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement, the Paying Agency Agreement, the Side Letter, the Offering Memorandum, and any and all other Transaction Documents (as defined herein) and any and all related instruments, certificates, agreements, and documents in connection with the Offering:

(a) Marcus Ellingham, Chief Executive Officer;

(b) Deepa Rajaram, Chief Financial Officer; and

B. Scope of Authority

RESOLVED FURTHER, that each Authorized Officer is hereby authorized, acting singly, to negotiate, finalize, and approve the terms and conditions of the Notes and each Transaction Document, including, without limitation, the determination of the final interest rate, issue price, maturity date, principal amount, optional redemption terms, and all other terms and conditions of the Notes, subject to the following parameters:

(a) The aggregate principal amount of the Notes shall not exceed $850,000,000;

(b) The interest rate on the Notes shall not exceed 9.375% per annum;

(d) The maturity date of the Notes shall not extend beyond May 1, 2032.

RESOLVED FURTHER, that each Authorized Officer is hereby authorized, acting singly, to make representations and warranties, provide certifications, and deliver officers' certificates on behalf of the Company as may be required or contemplated by any Transaction Document, including representations regarding the accuracy of the information contained in the Offering Memorandum, the financial condition of the Company, compliance with applicable law, sanctions compliance, anti-money laundering compliance, and all other customary representations.

RESOLVED FURTHER, that each Authorized Officer is hereby authorized, acting singly, to appoint agents, grant and execute powers of attorney, engage additional counsel or advisors, open escrow accounts, and take all other actions as may be necessary, advisable, or appropriate to consummate the Offering and the transactions contemplated by the Transaction Documents.

C. Authorization re: Subsidiaries

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed, acting singly, to cause each Guarantor Subsidiary to execute and deliver its respective guarantee under the Indenture, its respective Security Documents, and any and all ancillary transaction documents, through the authorized officers, directors, or authorized signatories of such Guarantor Subsidiary, and to cause each Guarantor Subsidiary to take all corporate, limited liability company, partnership, or other organizational action as may be necessary to authorize the foregoing, including the adoption of board resolutions, member resolutions, or equivalent authorizing actions.

RESOLUTION 7: APPROVAL OF GUARANTEES BY SUBSIDIARIES

RESOLVED, that the Company, in its capacity as sole or controlling shareholder (directly or indirectly) of each Guarantor Subsidiary, hereby approves and directs each Guarantor Subsidiary to undertake the following actions in connection with the Offering:

(a) Execute and deliver its unconditional guarantee of the Issuers' obligations under the Notes and the Indenture, on a senior secured basis, jointly and severally with the other Guarantors;

(b) Execute and deliver its respective Security Documents, as described in Resolution 2(D) above, granting first-priority security interests (subject to Permitted Liens and the priorities established by the Intercreditor Agreement) in substantially all of its assets as Collateral for the Notes; and

(c) Take all corporate, limited liability company, partnership, société anonyme, or other organizational action as may be necessary to authorize, approve, and effectuate the foregoing, including the adoption of board resolutions, member consents, shareholder resolutions, or equivalent authorizing actions as may be required under the organizational documents of such Guarantor Subsidiary and the laws of the jurisdiction of its organization.

RESOLVED FURTHER, that, without limiting the generality of the foregoing, the Board hereby specifically approves and directs the following actions by each Guarantor Subsidiary:

(a) Dunmore Nigeria E&P Ltd. shall execute and deliver its guarantee of the Notes and the Nigerian Debenture and Charge, creating a fixed and floating charge over its assets, including its interests in Oil Mining Lease OML 47 and Oil Mining Lease OML 63, associated hydrocarbon production, processing facilities, equipment, receivables, bank accounts, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(b) Dunmore Gulf Operations LLC shall execute and deliver its guarantee of the Notes and its joinder to the U.S. Collateral Agreement (Pledge and Security Agreement), granting a first-priority security interest in substantially all of its assets, including its interests in Gulf of Mexico leases in the Green Canyon and Garden Banks areas, associated production facilities, equipment, receivables, bank accounts, material contracts, and general intangibles, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(c) Dunmore Renewables LLC shall execute and deliver its guarantee of the Notes and its joinder to the U.S. Collateral Agreement (Pledge and Security Agreement), granting a first-priority security interest in substantially all of its assets, including its 220 MW West Texas solar generation portfolio, power purchase agreements, interconnection agreements, equipment, receivables, bank accounts, material contracts, and general intangibles, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(d) Dunmore Senegal S.A. shall execute and deliver its guarantee of the Notes and the Senegalese Nantissement and Cession Fiduciaire, granting security interests over its assets, including its interests in the Cayar Offshore Block, associated hydrocarbon production, development-stage assets related to the Cayar Offshore Phase II project, processing facilities, equipment, receivables, bank accounts, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(e) Dunmore Midstream Holdings Inc. shall execute and deliver its guarantee of the Notes and its joinder to the U.S. Collateral Agreement (Pledge and Security Agreement), granting a first-priority security interest in substantially all of its assets, including its pipeline infrastructure, hydrocarbon processing facilities, gathering systems, equipment, receivables, bank accounts, material contracts, and general intangibles, in favor of the Collateral Agent for the benefit of the holders of the Notes.

(f) Dunmore Trading Ltd. shall execute and deliver its guarantee of the Notes and the English law Debenture, creating fixed and floating charges over substantially all of its assets, including its physical hydrocarbon offtake and trading contracts, receivables, bank accounts, intellectual property, and other property, in favor of the Collateral Agent for the benefit of the holders of the Notes.

RESOLUTION 8: SANCTIONS AND OFAC COMPLIANCE AUTHORIZATION

RESOLVED, that the Authorized Officers are hereby authorized and empowered to make representations and give covenants on behalf of the Company (and to cause the Guarantor Subsidiaries to make corresponding representations and give corresponding covenants) regarding compliance with applicable sanctions laws and regulations, including, without limitation, representations that:

(a) No proceeds of the Notes will be used, directly or indirectly, to fund or facilitate any activities of or business with any person, or in any country or territory, that at the time of such funding or facilitation is the subject or target of comprehensive Sanctions, or in any other manner that would result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, holder, advisor, investor, or otherwise) of any applicable Sanctions;

(b) None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any of their respective directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by one or more persons that are, currently the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, or the United Kingdom's Office of Financial Sanctions Implementation ("OFSI") (collectively, "Sanctions"), nor is any such person located, organized, or resident in a country or territory that is itself the subject or target of comprehensive Sanctions (each, a "Sanctioned Country"), including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; and

(c) The Company has implemented and maintains in effect policies and procedures designed to promote compliance by the Company, its subsidiaries, and their respective directors, officers, employees, agents, and affiliates with applicable Sanctions.

RESOLVED FURTHER, that the Board hereby acknowledges receipt and review of the sanctions screening report prepared by Sandoval Compliance Solutions LLC, dated April 25, 2025 (the "Sanctions Screening Report"), which confirmed that no matches ("hits") were identified against the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the OFAC Sectoral Sanctions Identifications List (the "SSI List"), the European Union Consolidated Financial Sanctions List, or the United Kingdom's OFSI Consolidated List for any Dunmore group entity, officer, director, material counterparty, or joint venture partner.

RESOLVED FURTHER, that the Board hereby acknowledges that the Company's operations in the Federal Republic of Nigeria (including interests in Oil Mining Leases OML 47 and OML 63) and the Republic of Senegal (including the Cayar Offshore Block) are located in jurisdictions that present heightened sanctions, anti-corruption, and anti-money laundering risks, and that such operations are and will continue to be subject to enhanced due diligence, screening, and monitoring procedures as recommended by Sandoval Compliance Solutions LLC and as required by the Indenture and the Purchase Agreement.

RESOLUTION 9: ABL FACILITY CONSENT AND COORDINATION

RESOLVED, that the Authorized Officers are hereby authorized and directed to request and obtain, in the name and on behalf of the Company, the consent of Velthorn National Bank, N.A. (Relationship Manager: Robert Cavanaugh), acting in its capacity as administrative agent under the Company's existing $750,000,000 ABL revolving credit facility (the "ABL Facility"), to the following matters in connection with the Offering:

(a) The incurrence by the Issuers of the Indebtedness represented by the Notes in the aggregate principal amount of $850,000,000;

(b) The granting by the Issuers and the Guarantors of the security interests and liens contemplated by the Security Documents, subject to the Intercreditor Agreement;

(c) The execution and delivery by the Company and the Guarantors of the Intercreditor Agreement, the Indenture, the Security Documents, and the other Transaction Documents; and

(d) Any amendments to the ABL Facility credit agreement as may be required to permit the foregoing, including any amendments to the negative covenants, permitted indebtedness baskets, or permitted liens baskets contained therein.

RESOLVED FURTHER, that the Board notes that Pruitt Halsey LLP (600 Travis Street, Suite 4000, Houston, TX 77002) serves as counsel to Velthorn National Bank, N.A. in connection with the ABL Facility, and the Authorized Officers are hereby authorized to coordinate with Pruitt Halsey LLP and Calderwood & Harkness LLP in connection with the negotiation and finalization of the ABL consent and the Intercreditor Agreement.

RESOLUTION 10: RATIFICATION AND OMNIBUS AUTHORIZATION

RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any officer, director, or authorized signatory of any Guarantor Subsidiary, in connection with the Offering and the transactions contemplated hereby, including, without limitation, the engagement of advisors, the preparation and distribution of the Preliminary Offering Memorandum, the conduct of investor presentations and marketing activities, the negotiation of Transaction Documents, and the taking of any other preparatory actions, are hereby ratified, confirmed, and approved in all respects, and the same shall have the same force and effect as if such actions had been authorized by the Board prior to their being taken.

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid all such fees, expenses, taxes, and costs (including, without limitation, the total estimated offering costs of $22,500,000), in each case as such Authorized Officer shall determine, in his or her sole and absolute discretion, to be necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Offering and the transactions contemplated thereby, the execution and delivery of any such document, the taking of any such action, or the payment of any such fee, expense, or cost by an Authorized Officer to be conclusive evidence of such Authorized Officer's determination that the same is necessary, advisable, or appropriate for the purposes described herein.

RESOLVED FURTHER, that any actions taken by any Authorized Officer prior to the date of these resolutions that are within the authority conferred by these resolutions are hereby ratified and confirmed as the act and deed of the Company.

RESOLUTION 11: EFFECTIVENESS

RESOLVED, that these resolutions shall be effective immediately upon execution by all of the directors of the Company (or such number of directors as constitutes the requisite majority for action by written consent under the Articles of Association), without the necessity of a formal meeting of the Board of Directors.

RESOLVED FURTHER, that these resolutions shall be filed with the minutes of proceedings of the Board of Directors of the Company maintained at the Company's registered office and shall constitute the action of the Board of Directors with the same force and effect as if such action had been taken at a duly convened and held meeting of the Board of Directors at which all directors were present and voting.

RESOLVED FURTHER, that these resolutions may be executed in one or more counterparts (including by facsimile, portable document format (PDF), or other electronic transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD. Adopted by Written Consent in Lieu of Meeting

IN WITNESS WHEREOF, the undersigned directors of Dunmore Energy Holdings Ltd. have executed these resolutions by written consent in lieu of a meeting, effective as of May 12, 2025.

________________________________________

Lady Constance Harrowby Board Chair (Independent Director)

Date: ________

________________________________________

Marcus Ellingham Chief Executive Officer and Director

Date: ________

________________________________________

Theresa Chen-Watanabe Independent Director

Date: ________

________________________________________

Lord Jonathan Pemberton Independent Director

Date: ________

________________________________________

Nkechi Adeyemo Independent Director

Date: ________

Attested:

________________________________________

Alistair Forde General Counsel and Secretary Dunmore Energy Holdings Ltd.

DUNMORE ENERGY HOLDINGS LTD.
(an exempted company incorporated under the laws of the Cayman Islands)
Cayman Registry No. MC-384726
RESOLUTIONS OF THE BOARD OF DIRECTORS
ADOPTED BY WRITTEN CONSENT IN LIEU OF MEETING
Effective as of May 12, 2025
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT Prepared by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017 Matter No. 1016-00003
RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.
Adopted by Written Consent in Lieu of Meeting Effective as of May 12, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Dunmore Energy Holdings Ltd. (the "Company"), an exempted company incorporated and existing under the laws of the Cayman Islands (Cayman Registry No. MC-384726), having its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands, do hereby adopt the following resolutions by written consent in lieu of a meeting of the Board of Directors, effective as of the date set forth above:
DIRECTORS ACTING
The following directors, constituting all of the directors of the Company currently in office and entitled to vote, do hereby act by written consent in lieu of a special meeting of the Board of Directors:
1.  Lady Constance Harrowby, Board Chair (Independent)
2.  Marcus Ellingham, Chief Executive Officer and Director
3.  Theresa Chen-Watanabe, Independent Director
4.  Lord Jonathan Pemberton, Independent Director
5.  Nkechi Adeyemo, Independent Director
The undersigned directors acknowledge and confirm that they constitute all of the directors of the Company as of the date hereof and that a quorum exists for the transaction of business.
AUTHORITY
These resolutions are adopted pursuant to, and in accordance with, the Third Amended and Restated Memorandum and Articles of Association of the Company, as most recently amended on September 15, 2023 (the "Articles of Association"), and the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"). Article 23.1 of the Articles of Association expressly permits the directors to act by written resolution signed by all directors in lieu of a meeting of the Board of Directors, and any such written resolution shall be as valid and effective as if it had been passed at a duly convened and held meeting of the Board. Each of the undersigned directors hereby waives any and all notice requirements with respect to the matters set forth in these resolutions, including without limitation any requirement of prior notice of meeting, agenda, or supporting materials, and consents to the adoption of the following resolutions without a formal meeting.
RECITALS
WHEREAS, the Company is an exempted company incorporated under the laws of the Cayman Islands, with its principal executive offices located at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, and an operational office located at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, United States;
WHEREAS, the Company is the ultimate parent company of a group of direct and indirect subsidiaries engaged in upstream and midstream oil and gas exploration, development, and production operations in West Africa (specifically, the Federal Republic of Nigeria and the Republic of Senegal) and the Gulf of Mexico, as well as a renewable energy portfolio consisting of solar generation assets located in West Texas, United States;
WHEREAS, the Company's principal subsidiaries include the following entities (each a "Subsidiary" and, where applicable, a "Guarantor Subsidiary"):
(a) Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware, United States (EIN 93-4728106), which serves as the Company's primary U.S. finance subsidiary;
(b) Dunmore Nigeria E&P Ltd., a limited company organized and existing under the laws of the Federal Republic of Nigeria, which holds and operates the Company's Nigerian upstream assets, including interests in Oil Mining Leases OML 47 and OML 63;
(c) Dunmore Gulf Operations LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States, which holds and operates the Company's Gulf of Mexico upstream assets, including interests in the Green Canyon and Garden Banks areas;
(d) Dunmore Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States, which holds and operates a 220 MW solar generation portfolio located in West Texas;
(e) Dunmore Senegal S.A., a société anonyme organized and existing under the laws of the Republic of Senegal, which holds and operates the Company's exploration and production interests in the Cayar Offshore Block, including the Cayar Offshore Phase II development project;
(f) Dunmore Midstream Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, United States, which holds and operates the Company's pipeline and hydrocarbon processing infrastructure; and
(g) Dunmore Trading Ltd., a private limited company organized and existing under the laws of England and Wales, United Kingdom, which conducts the Company's physical hydrocarbon offtake and trading activities;
WHEREAS, the Company is majority-owned by Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership, which holds approximately 62.4% of the outstanding equity interests of the Company, with the remaining equity interests held by management and directors of the Company (approximately 18.3%), Solstice Infrastructure Fund LP (approximately 11.1%), and Alderman Family Office LLC (approximately 8.2%);
WHEREAS, the Company desires to issue and sell $850,000,000 in aggregate principal amount of its 9.375% Senior Secured Notes due 2032 (the "Notes") at an issue price of 98.50% of par value, generating gross proceeds to the Issuers (as defined below) of approximately $837,250,000, pursuant to an offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), specifically pursuant to Rule 144A under the Securities Act to qualified institutional buyers ("QIBs") within the meaning of Rule 144A and pursuant to Regulation S under the Securities Act to persons who are not "U.S. persons" within the meaning of Regulation S (collectively, the "Offering");
WHEREAS, Dunmore upstream Finance Corp. will serve as co-issuer of the Notes (Dunmore upstream Finance Corp., together with the Company, the "Issuers"), and the Notes will constitute joint and several obligations of the Issuers;
WHEREAS, each of the Guarantor Subsidiaries — 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. (each, a "Guarantor" and collectively, the "Guarantors") — will unconditionally guarantee the Issuers' obligations under the Notes on a senior secured basis pursuant to the Indenture (as defined below);
WHEREAS, the Notes will mature on May 1, 2032 and will bear interest at the rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025, with each semi-annual interest payment on the full $850,000,000 principal amount equal to approximately $39,843,750;
WHEREAS, the Notes will be sold to Ridgeline Capital Markets LLC (with an allocation of 55%, representing $467,500,000 in aggregate principal amount), Clarion Securities Inc. (with an allocation of 30%, representing $255,000,000 in aggregate principal amount), and Pinnacle Partners LLC (with an allocation of 15%, representing $127,500,000 in aggregate principal amount) (collectively, the "Initial Purchasers") pursuant to a Purchase Agreement to be dated as of the Pricing Date (the "Purchase Agreement");
WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be dated as of the Closing Date (expected to be May 15, 2025), among the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent");
WHEREAS, the Notes will be secured by first-priority liens and security interests (subject to Permitted Liens as defined in the Indenture) on (i) 100% of the equity interests of each Guarantor Subsidiary (and, in the case of first-tier foreign subsidiaries, 65% of the voting equity interests and 100% of the non-voting equity interests, to the extent required for tax efficiency), (ii) substantially all tangible and intangible assets of the Issuers and each Guarantor (subject to Permitted Liens and certain customary exclusions), (iii) intercompany receivables owed to any Issuer or Guarantor, (iv) material hydrocarbon offtake contracts and related rights, and (v) assignment of insurance proceeds with respect to material insured assets (collectively, the "Collateral");
WHEREAS, the Collateral will be subject to an Intercreditor Agreement (the "Intercreditor Agreement") to be entered into among Northgate Trust Company, N.A., as collateral agent for the holders of the Notes (the "Notes Collateral Agent"), Velthorn National Bank, N.A., as administrative agent (the "ABL Agent") under the Company's existing $750,000,000 asset-based revolving credit facility (the "ABL Facility"), of which $470,000,000 is currently drawn, the Issuers, and the Guarantors, which Intercreditor Agreement will delineate ABL Priority Collateral (consisting principally of accounts receivable, inventory, and deposit accounts) and Notes Priority Collateral (consisting principally of property, plant and equipment, equity interests in subsidiaries, intellectual property, and material contracts);
WHEREAS, the net proceeds of the Offering, after deducting the initial purchasers' discount and estimated offering expenses, are intended to be applied as follows:
(a) approximately $450,000,000 to repay a portion of the outstanding principal amount of the Company's existing 7.50% Senior Unsecured Notes due 2028 (reducing the outstanding principal amount thereof from $850,000,000 to $400,000,000), pursuant to the optional redemption provisions of the indenture governing such notes;
(b) approximately $250,000,000 to fund development capital expenditures related to the Cayar Offshore Phase II development project operated by Dunmore Senegal S.A.;
(c) approximately $22,500,000 to pay estimated offering fees and expenses, inclusive of the Initial Purchasers' gross spread of 2.00% of par (equal to approximately $17,000,000) and approximately $5,500,000 of legal, accounting, ratings agency, trustee, and other professional fees and expenses; and
(d) the remaining approximately $114,750,000 for general corporate purposes and working capital;
WHEREAS, after giving pro forma effect to the Offering and the application of the net proceeds as described above, the Company's total consolidated indebtedness will be approximately $1,720,000,000, consisting of (i) $470,000,000 drawn under the ABL Facility, (ii) $400,000,000 aggregate principal amount of remaining 7.50% Senior Unsecured Notes due 2028, and (iii) $850,000,000 aggregate principal amount of the Notes, resulting in a pro forma gross leverage ratio of approximately 2.11x based on the Company's fiscal year 2024 consolidated EBITDA of $816,000,000 and a pro forma net leverage ratio of approximately 1.88x after giving effect to $185,000,000 in unrestricted cash and cash equivalents;
WHEREAS, the Notes have been assigned preliminary credit ratings of B2 with a Stable outlook by Lodestar Ratings International and B+ with a Stable outlook by Veridian Credit Assessments Inc.;
WHEREAS, the Board has received and carefully reviewed (i) the presentations and memoranda prepared by management of the Company, including the financial projections, pro forma capitalization tables, cash flow analyses, and sensitivity analyses, (ii) the advice and recommendations of Calderwood & Harkness LLP, issuer's counsel, regarding the legal terms and structure of the Offering, (iii) the presentation and term sheet prepared by Ridgeline Capital Markets LLC, as lead initial purchaser and bookrunner, regarding the market conditions, pricing, and structure of the Offering, and (iv) the sanctions screening report prepared by Sandoval Compliance Solutions LLC; and
WHEREAS, having duly considered the foregoing, and after full deliberation, the Board has determined that the Offering and the transactions contemplated thereby, including the issuance of the Notes, the execution and delivery of the Transaction Documents (as defined herein), and the application of proceeds, are fair, reasonable, and in the best interests of the Company, its shareholders, and its stakeholders, and that the terms and conditions of the Offering, including the interest rate, issue price, maturity date, and other terms of the Notes, are commercially reasonable and consistent with prevailing market conditions for issuers of similar credit quality and in similar industries;
NOW, THEREFORE, the Board of Directors of the Company hereby adopts the following resolutions:
RESOLUTION 1: APPROVAL OF THE OFFERING AND AUTHORIZATION OF THE NOTES
RESOLVED, that the issuance and sale by the Company, as co-issuer, of $850,000,000 in aggregate principal amount of its 9.375% Senior Secured Notes due 2032, at an issue price of 98.50% of par value (the "Notes"), in an offering exempt from registration under the Securities Act pursuant to Rule 144A under the Securities Act to qualified institutional buyers and pursuant to Regulation S under the Securities Act to non-U.S. persons, is hereby authorized and approved in all respects, subject to the terms and conditions set forth in the Indenture, the Purchase Agreement, and the other Transaction Documents.
RESOLVED FURTHER, that the Notes shall be designated as "9.375% Senior Secured Notes due 2032" and shall have the following identifying numbers:
(a) Rule 144A Global Notes: CUSIP No. 265387 AA 5; ISIN No. US265387AA51;
(b) Regulation S Global Notes: CUSIP No. C2085R AA 2; ISIN No. USC2085RAA24;
RESOLVED FURTHER, that the Notes shall be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, and shall be eligible for book-entry delivery and settlement through the facilities of The Depository Trust Company ("DTC") and its participants, including Stonefield Industries and Westmark & Co., and the Company and its officers are hereby authorized to take all actions necessary to effect such eligibility, including the delivery of a DTC Eligibility Letter.
RESOLVED FURTHER, that the Notes shall have the following material terms and conditions, as more fully described in the Indenture:
(a) Maturity Date: May 1, 2032.
(b) Interest Rate: 9.375% per annum, computed on the basis of a 360-day year of twelve 30-day months.
(c) Interest Payment Dates: Semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. The record dates for interest payments shall be the immediately preceding April 15 and October 15, respectively.
(d) Optional Redemption: The Notes shall be redeemable, in whole or in part, at the option of the Issuers, at the following redemption prices (expressed as a percentage of the principal amount thereof), plus accrued and unpaid interest, if any, to the applicable redemption date:
(i) On or after May 1, 2028 and prior to May 1, 2029, at a price equal to 104.688% of the principal amount thereof;
(ii) On or after May 1, 2029 and prior to May 1, 2030, at a price equal to 102.344% of the principal amount thereof;
(iii) On or after May 1, 2030 and prior to May 1, 2031, at a price equal to 101.172% of the principal amount thereof; and
(iv) On or after May 1, 2031, at a price equal to 100.000% of the principal amount thereof;
(e) Make-Whole Redemption: Prior to May 1, 2028, the Notes shall be redeemable, in whole or in part, at the option of the Issuers, at a price equal to 100% of the principal amount thereof, plus a make-whole premium equal to the greater of (x) 1.00% of the principal amount of the Notes being redeemed and (y) the excess, if any, of (I) the present value as of the redemption date of the redemption price of the Notes on May 1, 2028 (i.e., 104.688%) plus all required remaining interest payments due through May 1, 2028 (excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) plus 50 basis points, over (II) the principal amount of the Notes being redeemed, plus, in each case, accrued and unpaid interest, if any, to the redemption date.
(f) Equity Clawback: At any time prior to May 1, 2028, the Issuers may redeem up to 40% of the original aggregate principal amount of the Notes (including any additional Notes) at a redemption price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the applicable redemption date, with the net cash proceeds received by the Issuers or any direct or indirect parent entity from one or more equity offerings; provided that at least 60% of the original aggregate principal amount of the Notes (including any additional Notes) remains outstanding immediately after each such redemption; and provided, further, that each such redemption occurs within 180 days of the closing of the related equity offering.
(g) Change of Control: Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes shall have the right to require the Issuers to repurchase all or any portion of such holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.
(h) Governing Law: The Notes, the Indenture, and the guarantees shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles thereof (other than Section 5-1401 of the General Obligations Law of the State of New York).
RESOLUTION 2: APPROVAL AND AUTHORIZATION OF TRANSACTION DOCUMENTS
A. Indenture.  RESOLVED, that the execution and delivery by the Company of the Indenture, to be dated as of the Closing Date (expected to be May 15, 2025), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A. (100 Wall Street, Suite 1600, New York, NY 10005), as Trustee and Collateral Agent, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers (as defined herein) may approve, the execution thereof by an Authorized Officer to be conclusive evidence of such approval), is hereby authorized and approved in all respects.
RESOLVED FURTHER, that such authorization specifically includes, without limitation, (i) the OFAC sanctions representations and covenants contained in the Indenture, which prohibit the use of proceeds of the Notes, directly or indirectly, in any manner that would result in a violation of any applicable sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, or the United Kingdom's Office of Financial Sanctions Implementation ("OFSI"), and (ii) the tax gross-up and additional amounts provisions set forth in the Indenture applicable to the Company as a Cayman Islands issuer, pursuant to which the Issuers may be required to pay additional amounts to holders of the Notes in respect of any withholding or deduction for or on account of any present or future taxes, duties, assessments, or governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands, the United States, or any other relevant taxing jurisdiction.
B. Purchase Agreement
RESOLVED, that the execution and delivery by the Company of the Purchase Agreement, to be dated as of the Pricing Date (expected to be May 12, 2025), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.
RESOLVED FURTHER, that the Purchase Agreement provides for the sale of the Notes by the Issuers to the Initial Purchasers at the issue price of 98.50% of par value, subject to customary representations and warranties by the Issuers and the Guarantors, conditions precedent to closing, and indemnification provisions. The allocations among the Initial Purchasers and the gross spread payable thereto shall be as follows:
RESOLVED FURTHER, that the aggregate gross spread of 2.00% of par value ($17,000,000) payable to the Initial Purchasers shall consist of the following components:
(a) Management fee: 0.25% of par value ($2,125,000);
(b) Underwriting fee: 0.75% of par value ($6,375,000); and
(c) Selling concession: 1.00% of par value ($8,500,000);
and the payment thereof from the gross proceeds of the Offering is hereby authorized and approved.
C. Registration Rights Agreement
RESOLVED, that the execution and delivery by the Company of the Registration Rights Agreement, to be dated as of the Closing Date, among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and the Initial Purchasers, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects. The Registration Rights Agreement shall provide for, among other things, (i) the filing of a registration statement with the U.S. Securities and Exchange Commission (the "SEC") to permit an exchange offer for the Notes within 365 days following the Closing Date (or, if an exchange offer is not available, the filing of a shelf registration statement for the resale of the Notes within 60 days following such determination), and (ii) the payment of additional interest on the Notes in the event that the Issuers fail to satisfy such obligations within the specified time periods.
D. Security Documents
RESOLVED, that the execution and delivery by the Company and each applicable Guarantor of the following security documents (collectively, the "Security Documents") is hereby authorized and approved in all respects:
(a) Collateral Agreement (U.S.): The Pledge and Security Agreement, to be dated as of the Closing Date, among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), and Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the State of New York, pursuant to which the Issuers and U.S. Guarantors will grant a first-priority security interest in substantially all of their tangible and intangible personal property and assets (including, without limitation, equity interests in subsidiaries, intercompany receivables, material contracts, intellectual property, accounts receivable, inventory, equipment, general intangibles, and investment property) in favor of the Collateral Agent for the benefit of the holders of the Notes.
(b) Collateral Agreement (Nigeria): The Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd., to be governed by the laws of the Federal Republic of Nigeria, pursuant to which Dunmore Nigeria E&P Ltd. will create a fixed and floating charge over substantially all of its assets, including its interests in Oil Mining Leases OML 47 and OML 63, hydrocarbon production and reserves, equipment, receivables, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(c) Collateral Agreement (England): The Debenture, to be governed by the laws of England and Wales, pursuant to which Dunmore Trading Ltd. will grant fixed and floating charges over substantially all of its assets, including its offtake and trading contracts, receivables, bank accounts, intellectual property, and other property, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(d) Collateral Agreement (Senegal): The Nantissement and Cession Fiduciaire over the assets of Dunmore Senegal S.A., to be governed by the laws of the Republic of Senegal and the Uniform Act on Security Interests of the Organisation for the Harmonisation of Business Law in Africa (OHADA), pursuant to which Dunmore Senegal S.A. will grant security interests (by way of nantissement de fonds de commerce, cession fiduciaire, and related mechanisms) over substantially all of its assets, including its interests in the Cayar Offshore Block, hydrocarbon production and reserves, equipment, receivables, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to execute and deliver, or cause to be executed and delivered, UCC-1 financing statements in the State of Delaware and any other applicable jurisdictions in the United States, and to authorize and cause the filing of equivalent security registrations or notices in Nigeria, England, and Senegal, as applicable, in order to perfect the security interests granted pursuant to the Security Documents.
E. Intercreditor Agreement
RESOLVED, that the execution and delivery by the Company of the Intercreditor Agreement, to be dated as of the Closing Date, among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A. (1111 Fannin Street, Suite 2500, Houston, TX 77002), as ABL Agent, the Issuers, and the Guarantors, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.
RESOLVED FURTHER, that the Intercreditor Agreement shall delineate the priorities among the respective secured parties as follows:
(a) ABL Priority Collateral: Accounts receivable, inventory, deposit accounts, and proceeds thereof, in which the ABL Agent shall hold a first-priority lien and the Notes Collateral Agent shall hold a second-priority lien; and
(b) Notes Priority Collateral: Property, plant and equipment, equity interests in subsidiaries, intellectual property, material contracts (including hydrocarbon offtake contracts), intercompany receivables, and proceeds thereof, in which the Notes Collateral Agent shall hold a first-priority lien and the ABL Agent shall hold a second-priority lien.
F. Paying Agency Agreement
RESOLVED, that the execution and delivery by the Company of the Paying Agency Agreement, to be dated as of the Closing Date, with Beacon Fiduciary Services LLC (240 Greenwich Street, 7th Floor, New York, NY 10007), pursuant to which Beacon Fiduciary Services LLC shall be appointed as Paying Agent, Registrar, and Transfer Agent for the Notes, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.
G. Side Letter — Sanctions Representations
RESOLVED, that the execution and delivery by the Company of a Side Letter, to be dated as of the Pricing Date, supplementing the Purchase Agreement with additional sanctions-related representations and warranties regarding compliance with OFAC, EU, and UK OFSI sanctions programs, substantially in the form presented to the Board (with such changes, modifications, supplements, or amendments as the Authorized Officers may approve), is hereby authorized and approved in all respects.
H. Ancillary Documents
RESOLVED, that the Authorized Officers are hereby authorized and empowered, in the name and on behalf of the Company, to execute and deliver any and all other agreements, certificates, instruments, and documents contemplated by, or as any Authorized Officer may determine to be necessary or advisable in connection with, the Offering and the consummation of the transactions contemplated thereby, including, but not limited to, the following:
(a) Officers' Certificate, substantially in the form attached hereto as Exhibit A;
(b) Secretary's Certificate or Director's Certificate, certifying the Company's organizational documents, resolutions, and incumbency of officers;
(c) Incumbency Certificate, certifying the names, titles, and specimen signatures of the Authorized Officers;
(d) Bring-Down Due Diligence Certificate, confirming the continued accuracy and completeness of representations and warranties as of the Closing Date;
(e) Cross-Receipt evidencing the exchange of the Notes for the purchase price on the Closing Date;
(f) DTC Eligibility Letter addressed to The Depository Trust Company;
(g) Any consents, waivers, acknowledgments, amendments, or other instruments required in connection with the Offering or any Transaction Document; and
(h) Any and all other documents, instruments, certificates, or agreements as any Authorized Officer shall deem necessary or advisable to consummate the Offering.
RESOLUTION 3: APPROVAL OF THE OFFERING MEMORANDUM
RESOLVED, that the preparation, finalization, and distribution of the Preliminary Offering Memorandum, dated April 28, 2025, and the Final Offering Memorandum, to be dated May 14, 2025 (collectively, the "Offering Memorandum"), in connection with the Offering, is hereby authorized and approved in all respects.
RESOLVED FURTHER, that the Offering Memorandum shall contain, among other things, a description of the Company and its subsidiaries, their respective businesses, assets, financial condition, and results of operations, risk factors relating to the Company and the Notes, environmental, social, and governance ("ESG") and sustainability disclosures, sanctions and anti-corruption risk factor disclosures, a description of the Notes (including the terms, covenants, events of default, and other provisions of the Indenture), a description of the Collateral and the Security Documents, pro forma financial information giving effect to the Offering and the application of proceeds, and all other information that the Authorized Officers, in consultation with Calderwood & Harkness LLP and the Initial Purchasers, determine to be required or advisable for inclusion therein.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to approve the form and content of the Offering Memorandum, including, without limitation, the Environmental and Social Responsibility section describing the Company's ESG policies, climate-related disclosures, community engagement programs, and environmental compliance matters, and the sanctions-related risk factor disclosures describing the risks associated with the Company's operations in Nigeria and Senegal and the Company's sanctions compliance program, and to make such changes, modifications, and additions to the Offering Memorandum as the Authorized Officers may determine to be necessary or advisable, in consultation with Calderwood & Harkness LLP and the Initial Purchasers, in each case without further action of the Board.
RESOLUTION 4: APPROVAL OF USE OF PROCEEDS
RESOLVED, that the application of the gross proceeds from the Offering, in the aggregate amount of $837,250,000 (representing 98.50% of the aggregate principal amount of $850,000,000), is hereby authorized and approved as follows:
RESOLVED FURTHER, that the partial repayment of $450,000,000 aggregate principal amount of the Company's existing 7.50% Senior Unsecured Notes due 2028 (reducing the outstanding principal amount thereof from $850,000,000 to $400,000,000) shall be effected pursuant to the optional redemption provisions set forth in the indenture governing such notes, and the Authorized Officers are hereby authorized to execute and deliver, in the name and on behalf of the Company, a payoff letter, redemption notice, and any related instructions, certificates, or other documents required to effect such partial redemption, including the delivery of irrevocable funds to the trustee under the indenture governing the existing 2028 Notes.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to direct the disbursement and application of the proceeds of the Offering in accordance with the foregoing, and to make such adjustments to the allocation of proceeds as the Authorized Officers may determine to be necessary or advisable, provided that the aggregate principal amount repaid on the existing 2028 Notes shall not exceed $450,000,000 and the aggregate amount allocated to Cayar Offshore Phase II capital expenditures shall not exceed $250,000,000 without further approval of the Board.
RESOLUTION 5: APPROVAL OF ENGAGEMENT OF ADVISORS AND SERVICE PROVIDERS
RESOLVED, that the engagement of the following advisors and service providers in connection with the Offering and the transactions contemplated thereby is hereby ratified, confirmed, and approved, and the payment of fees and expenses to such advisors and service providers from the proceeds of the Offering or otherwise is hereby authorized:
(a) Calderwood & Harkness LLP (Responsible Partner: Jennifer Kwon), 425 Lexington Avenue, New York, NY 10017, as issuer's counsel with respect to matters of New York law and United States federal securities law;
(b) Kincaid & Moreau LLP (Responsible Partner: Nigel Ashworth), 68 Fort Street, George Town, Grand Cayman KY1-1107, as Cayman Islands counsel to the Company with respect to matters of Cayman Islands law, including corporate authority, enforceability, and tax opinions;
(c) Abayomi Chambers (Responsible Partner: Chidinma Okafor), 14 Broad Street, Victoria Island, Lagos, Nigeria, as Nigerian counsel to the Company with respect to matters of Nigerian law, including the enforceability of the guarantee of Dunmore Nigeria E&P Ltd. and the Nigerian Debenture and Charge;
(d) Cresswell & Greaves LLP (Responsible Partner: Fiona Halsted), 10 Fenchurch Avenue, London EC3M 5BN, United Kingdom, as English counsel to the Company with respect to matters of English law, including the enforceability of the guarantee of Dunmore Trading Ltd. and the English Debenture;
(e) Theron Moss & Associates SARL (Responsible Partner: Moustapha Sy), Rue Moussé Diop 22, Plateau, Dakar, Senegal, as Senegalese counsel to the Company with respect to matters of Senegalese law and OHADA law, including the enforceability of the guarantee of Dunmore Senegal S.A. and the Senegalese Nantissement and Cession Fiduciaire;
(f) Alverton & Co. LLP (Engagement Partner: Graham Stillwell), 30 Rockefeller Plaza, New York, NY 10112, as independent auditor of the Company, providing consent to the inclusion of audited financial statements in the Offering Memorandum and delivery of comfort letters in connection with the Offering;
(g) Duval Howard & Partners (Responsible Partner: Dr. Evelyn Marchetti), 1200 Smith Street, Suite 1800, Houston, TX 77002, as petroleum engineering consultants, providing reserves reports and technical assessments of the Company's upstream oil and gas assets, including proved, probable, and possible reserves and net present value analyses;
(h) Barrisford Advisory Group LLC (Engagement Principal: Nathan Reyes Linley CPAs LLP), 1700 K Street NW, Suite 900, Washington, DC 20006, as ESG and sustainability consultant, assisting with ESG disclosures in the Offering Memorandum and the preparation of the Company's environmental and social risk assessments;
(i) Sandoval Compliance Solutions LLC (Engagement Principal: Rosa Medina), 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036, as sanctions and OFAC advisory consultant, conducting sanctions screening of Dunmore group entities, officers, directors, material counterparties, and joint venture partners, and advising on sanctions-related representations and risk factor disclosures;
(j) Northgate Trust Company, N.A. (Relationship Manager: William Kerrigan), 100 Wall Street, Suite 1600, New York, NY 10005, as Indenture Trustee and Collateral Agent under the Indenture and the Security Documents; and
(k) Beacon Fiduciary Services LLC (Relationship Manager: Sandra Mitchum), 240 Greenwich Street, 7th Floor, New York, NY 10007, as Paying Agent, Registrar, and Transfer Agent for the Notes pursuant to the Paying Agency Agreement.
RESOLUTION 6: AUTHORIZATION OF OFFICERS TO ACT
A. Designation of Authorized Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and empowered, acting singly, to execute and deliver, in the name and on behalf of the Company, the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement, the Paying Agency Agreement, the Side Letter, the Offering Memorandum, and any and all other Transaction Documents (as defined herein) and any and all related instruments, certificates, agreements, and documents in connection with the Offering:
(a) Marcus Ellingham, Chief Executive Officer;
(b) Deepa Rajaram, Chief Financial Officer; and
(c) Alistair Forde, General Counsel.
B. Scope of Authority
RESOLVED FURTHER, that each Authorized Officer is hereby authorized, acting singly, to negotiate, finalize, and approve the terms and conditions of the Notes and each Transaction Document, including, without limitation, the determination of the final interest rate, issue price, maturity date, principal amount, optional redemption terms, and all other terms and conditions of the Notes, subject to the following parameters:
(a) The aggregate principal amount of the Notes shall not exceed $850,000,000;
(b) The interest rate on the Notes shall not exceed 9.375% per annum;
(c) The issue price of the Notes shall not be less than 98.50% of par value; and
(d) The maturity date of the Notes shall not extend beyond May 1, 2032.
RESOLVED FURTHER, that each Authorized Officer is hereby authorized, acting singly, to make representations and warranties, provide certifications, and deliver officers' certificates on behalf of the Company as may be required or contemplated by any Transaction Document, including representations regarding the accuracy of the information contained in the Offering Memorandum, the financial condition of the Company, compliance with applicable law, sanctions compliance, anti-money laundering compliance, and all other customary representations.
RESOLVED FURTHER, that each Authorized Officer is hereby authorized, acting singly, to appoint agents, grant and execute powers of attorney, engage additional counsel or advisors, open escrow accounts, and take all other actions as may be necessary, advisable, or appropriate to consummate the Offering and the transactions contemplated by the Transaction Documents.
C. Authorization re: Subsidiaries
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed, acting singly, to cause each Guarantor Subsidiary to execute and deliver its respective guarantee under the Indenture, its respective Security Documents, and any and all ancillary transaction documents, through the authorized officers, directors, or authorized signatories of such Guarantor Subsidiary, and to cause each Guarantor Subsidiary to take all corporate, limited liability company, partnership, or other organizational action as may be necessary to authorize the foregoing, including the adoption of board resolutions, member resolutions, or equivalent authorizing actions.
RESOLUTION 7: APPROVAL OF GUARANTEES BY SUBSIDIARIES
RESOLVED, that the Company, in its capacity as sole or controlling shareholder (directly or indirectly) of each Guarantor Subsidiary, hereby approves and directs each Guarantor Subsidiary to undertake the following actions in connection with the Offering:
(a) Execute and deliver its unconditional guarantee of the Issuers' obligations under the Notes and the Indenture, on a senior secured basis, jointly and severally with the other Guarantors;
(b) Execute and deliver its respective Security Documents, as described in Resolution 2(D) above, granting first-priority security interests (subject to Permitted Liens and the priorities established by the Intercreditor Agreement) in substantially all of its assets as Collateral for the Notes; and
(c) Take all corporate, limited liability company, partnership, société anonyme, or other organizational action as may be necessary to authorize, approve, and effectuate the foregoing, including the adoption of board resolutions, member consents, shareholder resolutions, or equivalent authorizing actions as may be required under the organizational documents of such Guarantor Subsidiary and the laws of the jurisdiction of its organization.
RESOLVED FURTHER, that, without limiting the generality of the foregoing, the Board hereby specifically approves and directs the following actions by each Guarantor Subsidiary:
(a) Dunmore Nigeria E&P Ltd. shall execute and deliver its guarantee of the Notes and the Nigerian Debenture and Charge, creating a fixed and floating charge over its assets, including its interests in Oil Mining Lease OML 47 and Oil Mining Lease OML 63, associated hydrocarbon production, processing facilities, equipment, receivables, bank accounts, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(b) Dunmore Gulf Operations LLC shall execute and deliver its guarantee of the Notes and its joinder to the U.S. Collateral Agreement (Pledge and Security Agreement), granting a first-priority security interest in substantially all of its assets, including its interests in Gulf of Mexico leases in the Green Canyon and Garden Banks areas, associated production facilities, equipment, receivables, bank accounts, material contracts, and general intangibles, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(c) Dunmore Renewables LLC shall execute and deliver its guarantee of the Notes and its joinder to the U.S. Collateral Agreement (Pledge and Security Agreement), granting a first-priority security interest in substantially all of its assets, including its 220 MW West Texas solar generation portfolio, power purchase agreements, interconnection agreements, equipment, receivables, bank accounts, material contracts, and general intangibles, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(d) Dunmore Senegal S.A. shall execute and deliver its guarantee of the Notes and the Senegalese Nantissement and Cession Fiduciaire, granting security interests over its assets, including its interests in the Cayar Offshore Block, associated hydrocarbon production, development-stage assets related to the Cayar Offshore Phase II project, processing facilities, equipment, receivables, bank accounts, and contractual rights, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(e) Dunmore Midstream Holdings Inc. shall execute and deliver its guarantee of the Notes and its joinder to the U.S. Collateral Agreement (Pledge and Security Agreement), granting a first-priority security interest in substantially all of its assets, including its pipeline infrastructure, hydrocarbon processing facilities, gathering systems, equipment, receivables, bank accounts, material contracts, and general intangibles, in favor of the Collateral Agent for the benefit of the holders of the Notes.
(f) Dunmore Trading Ltd. shall execute and deliver its guarantee of the Notes and the English law Debenture, creating fixed and floating charges over substantially all of its assets, including its physical hydrocarbon offtake and trading contracts, receivables, bank accounts, intellectual property, and other property, in favor of the Collateral Agent for the benefit of the holders of the Notes.
RESOLUTION 8: SANCTIONS AND OFAC COMPLIANCE AUTHORIZATION
RESOLVED, that the Authorized Officers are hereby authorized and empowered to make representations and give covenants on behalf of the Company (and to cause the Guarantor Subsidiaries to make corresponding representations and give corresponding covenants) regarding compliance with applicable sanctions laws and regulations, including, without limitation, representations that:
(a) No proceeds of the Notes will be used, directly or indirectly, to fund or facilitate any activities of or business with any person, or in any country or territory, that at the time of such funding or facilitation is the subject or target of comprehensive Sanctions, or in any other manner that would result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, holder, advisor, investor, or otherwise) of any applicable Sanctions;
(b) None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any of their respective directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by one or more persons that are, currently the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, or the United Kingdom's Office of Financial Sanctions Implementation ("OFSI") (collectively, "Sanctions"), nor is any such person located, organized, or resident in a country or territory that is itself the subject or target of comprehensive Sanctions (each, a "Sanctioned Country"), including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; and
(c) The Company has implemented and maintains in effect policies and procedures designed to promote compliance by the Company, its subsidiaries, and their respective directors, officers, employees, agents, and affiliates with applicable Sanctions.
RESOLVED FURTHER, that the Board hereby acknowledges receipt and review of the sanctions screening report prepared by Sandoval Compliance Solutions LLC, dated April 25, 2025 (the "Sanctions Screening Report"), which confirmed that no matches ("hits") were identified against the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the OFAC Sectoral Sanctions Identifications List (the "SSI List"), the European Union Consolidated Financial Sanctions List, or the United Kingdom's OFSI Consolidated List for any Dunmore group entity, officer, director, material counterparty, or joint venture partner.
RESOLVED FURTHER, that the Board hereby acknowledges that the Company's operations in the Federal Republic of Nigeria (including interests in Oil Mining Leases OML 47 and OML 63) and the Republic of Senegal (including the Cayar Offshore Block) are located in jurisdictions that present heightened sanctions, anti-corruption, and anti-money laundering risks, and that such operations are and will continue to be subject to enhanced due diligence, screening, and monitoring procedures as recommended by Sandoval Compliance Solutions LLC and as required by the Indenture and the Purchase Agreement.
RESOLUTION 9: ABL FACILITY CONSENT AND COORDINATION
RESOLVED, that the Authorized Officers are hereby authorized and directed to request and obtain, in the name and on behalf of the Company, the consent of Velthorn National Bank, N.A. (Relationship Manager: Robert Cavanaugh), acting in its capacity as administrative agent under the Company's existing $750,000,000 ABL revolving credit facility (the "ABL Facility"), to the following matters in connection with the Offering:
(a) The incurrence by the Issuers of the Indebtedness represented by the Notes in the aggregate principal amount of $850,000,000;
(b) The granting by the Issuers and the Guarantors of the security interests and liens contemplated by the Security Documents, subject to the Intercreditor Agreement;
(c) The execution and delivery by the Company and the Guarantors of the Intercreditor Agreement, the Indenture, the Security Documents, and the other Transaction Documents; and
(d) Any amendments to the ABL Facility credit agreement as may be required to permit the foregoing, including any amendments to the negative covenants, permitted indebtedness baskets, or permitted liens baskets contained therein.
RESOLVED FURTHER, that the Board notes that Pruitt Halsey LLP (600 Travis Street, Suite 4000, Houston, TX 77002) serves as counsel to Velthorn National Bank, N.A. in connection with the ABL Facility, and the Authorized Officers are hereby authorized to coordinate with Pruitt Halsey LLP and Calderwood & Harkness LLP in connection with the negotiation and finalization of the ABL consent and the Intercreditor Agreement.
RESOLUTION 10: RATIFICATION AND OMNIBUS AUTHORIZATION
RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any officer, director, or authorized signatory of any Guarantor Subsidiary, in connection with the Offering and the transactions contemplated hereby, including, without limitation, the engagement of advisors, the preparation and distribution of the Preliminary Offering Memorandum, the conduct of investor presentations and marketing activities, the negotiation of Transaction Documents, and the taking of any other preparatory actions, are hereby ratified, confirmed, and approved in all respects, and the same shall have the same force and effect as if such actions had been authorized by the Board prior to their being taken.
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid all such fees, expenses, taxes, and costs (including, without limitation, the total estimated offering costs of $22,500,000), in each case as such Authorized Officer shall determine, in his or her sole and absolute discretion, to be necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Offering and the transactions contemplated thereby, the execution and delivery of any such document, the taking of any such action, or the payment of any such fee, expense, or cost by an Authorized Officer to be conclusive evidence of such Authorized Officer's determination that the same is necessary, advisable, or appropriate for the purposes described herein.
RESOLVED FURTHER, that any actions taken by any Authorized Officer prior to the date of these resolutions that are within the authority conferred by these resolutions are hereby ratified and confirmed as the act and deed of the Company.
RESOLUTION 11: EFFECTIVENESS
RESOLVED, that these resolutions shall be effective immediately upon execution by all of the directors of the Company (or such number of directors as constitutes the requisite majority for action by written consent under the Articles of Association), without the necessity of a formal meeting of the Board of Directors.
RESOLVED FURTHER, that these resolutions shall be filed with the minutes of proceedings of the Board of Directors of the Company maintained at the Company's registered office and shall constitute the action of the Board of Directors with the same force and effect as if such action had been taken at a duly convened and held meeting of the Board of Directors at which all directors were present and voting.
RESOLVED FURTHER, that these resolutions may be executed in one or more counterparts (including by facsimile, portable document format (PDF), or other electronic transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD. Adopted by Written Consent in Lieu of Meeting
IN WITNESS WHEREOF, the undersigned directors of Dunmore Energy Holdings Ltd. have executed these resolutions by written consent in lieu of a meeting, effective as of May 12, 2025.
________________________________________
Lady Constance Harrowby Board Chair (Independent Director)
Date: ________
________________________________________
Marcus Ellingham Chief Executive Officer and Director
Date: ________
________________________________________
Theresa Chen-Watanabe Independent Director
Date: ________
________________________________________
Lord Jonathan Pemberton Independent Director
Date: ________
________________________________________
Nkechi Adeyemo Independent Director
Date: ________
Attested:
________________________________________
Alistair Forde General Counsel and Secretary Dunmore Energy Holdings Ltd.
Date: ________
EXHIBIT A
FORM OF OFFICERS' CERTIFICATE
This Officers' Certificate (this "Certificate") is delivered pursuant to Section [●] of the Indenture, dated as of May 15, 2025 (the "Indenture"), among Dunmore Energy Holdings Ltd. (the "Company"), Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Company, the "Issuers"), the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent. Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
Each of the undersigned, in his or her capacity as an officer of the Company and not in his or her individual capacity, hereby certifies as follows:
1.  I am a duly elected, qualified, and acting officer of the Company, holding the office set forth below my signature, and I am familiar with the Indenture, the Purchase Agreement, and the transactions contemplated thereby.
2.  All conditions precedent to the issuance of the Notes set forth in Section [●] of the Indenture have been satisfied or waived.
3.  The representations and warranties of the Issuers and the Guarantors contained in the Purchase Agreement and the Indenture are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are qualified by materiality, in all respects), as though made on and as of the date hereof (except for representations and warranties that speak as of a specific date, which are true and correct as of such specified date).
4.  No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the date hereof, and no Default or Event of Default will result from the issuance and sale of the Notes and the application of the proceeds thereof as contemplated by the Indenture and the Offering Memorandum.
5.  Since the date of the most recent financial statements included in the Offering Memorandum, there has been no change that would constitute a Material Adverse Effect (as defined in the Purchase Agreement) on the business, assets, properties, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole.
6.  The Offering Memorandum, as of its date and as of the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
IN WITNESS WHEREOF, each of the undersigned has executed this Certificate as of May 15, 2025.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
EXHIBIT B
LIST OF TRANSACTION DOCUMENTS
The following is a comprehensive list of all Transaction Documents authorized by the resolutions of the Board of Directors of Dunmore Energy Holdings Ltd. adopted by written consent in lieu of meeting, effective as of May 12, 2025:
SECRETARY'S CERTIFICATE
I, Alistair Forde, General Counsel and Secretary of Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726) (the "Company"), do hereby certify that:
1.  The foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by written consent in lieu of a meeting, effective as of May 12, 2025, in accordance with Article 23.1 of the Third Amended and Restated Memorandum and Articles of Association of the Company and the Companies Act (As Revised) of the Cayman Islands.
2.  The resolutions were executed by all of the directors of the Company then in office, constituting the entire Board of Directors of the Company.
3.  The resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
4.  The foregoing resolutions have been filed with the minutes of proceedings of the Board of Directors of the Company maintained at the Company's registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands.
IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of May __, 2025.
________________________________________
Alistair Forde General Counsel and Secretary Dunmore Energy Holdings Ltd.
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Matter No. 1016-00003
Initial Purchaser | Allocation (%) | Principal Amount | Gross Spread (2.00%)
Ridgeline Capital Markets LLC | 55% | $467,500,000 | $9,350,000
Clarion Securities Inc. | 30% | $255,000,000 | $5,100,000
Pinnacle Partners LLC | 15% | $127,500,000 | $2,550,000
Total | 100% | $850,000,000 | $17,000,000
Use of Proceeds | Amount
Partial repayment of existing 7.50% Senior Unsecured Notes due 2028 | $450,000,000
Cayar Offshore Phase II development capital expenditures | $250,000,000
Estimated offering fees and expenses | $22,500,000
General corporate purposes and working capital | $114,750,000
Total | $837,250,000
No. | Transaction Document | Parties
1. | Indenture | Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp. (as Co-Issuer), the Guarantors, and Northgate Trust Company, N.A. (as Trustee and Collateral Agent)
2. | Notes (Rule 144A Global Note and Regulation S Global Note) | Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. (as Co-Issuers)
3. | Purchase Agreement | Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp. (as Co-Issuer), the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (as Initial Purchasers)
4. | Registration Rights Agreement | Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp. (as Co-Issuer), the Guarantors, and the Initial Purchasers
5. | Collateral Agreement (U.S.) — Pledge and Security Agreement | Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc., and Northgate Trust Company, N.A. (as Collateral Agent)
6. | Collateral Agreement (Nigeria) — Debenture and Charge | Dunmore Nigeria E&P Ltd. and Northgate Trust Company, N.A. (as Collateral Agent)
7. | Collateral Agreement (England) — Debenture | Dunmore Trading Ltd. and Northgate Trust Company, N.A. (as Collateral Agent)
8. | Collateral Agreement (Senegal) — Nantissement and Cession Fiduc

DUNMORE ENERGY HOLDINGS LTD.

RESOLUTIONS OF THE BOARD OF DIRECTORS

ADOPTED BY WRITTEN CONSENT IN LIEU OF MEETING

RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.

DIRECTORS ACTING

AUTHORITY

RECITALS

RESOLUTION 1: APPROVAL OF THE OFFERING AND AUTHORIZATION OF THE NOTES

RESOLUTION 2: APPROVAL AND AUTHORIZATION OF TRANSACTION DOCUMENTS

RESOLUTION 3: APPROVAL OF THE OFFERING MEMORANDUM

RESOLUTION 4: APPROVAL OF USE OF PROCEEDS

RESOLUTION 5: APPROVAL OF ENGAGEMENT OF ADVISORS AND SERVICE PROVIDERS

RESOLUTION 6: AUTHORIZATION OF OFFICERS TO ACT

RESOLUTION 7: APPROVAL OF GUARANTEES BY SUBSIDIARIES

RESOLUTION 8: SANCTIONS AND OFAC COMPLIANCE AUTHORIZATION

RESOLUTION 9: ABL FACILITY CONSENT AND COORDINATION

RESOLUTION 10: RATIFICATION AND OMNIBUS AUTHORIZATION

RESOLUTION 11: EFFECTIVENESS

Record

Parties

Dates

Amounts