1016-00003 · Client 1016 · Corporate Authorization

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

DUNMORE UPSTREAM FINANCE CORP.

IN LIEU OF A SPECIAL MEETING

Effective as of May 12, 2025

Entity: Dunmore upstream Finance Corp., a Delaware corporation (the "Company" or "DUFC")

Employer Identification Number: 93-4728106

Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005

Principal Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056

Sole Stockholder: Dunmore Energy Holdings Ltd. ("DEH" or the "Parent"), an exempted company incorporated under the laws of the Cayman Islands, Cayman Registry No. MC-384726

The undersigned, constituting the entire Board of Directors (the "Board") of Dunmore upstream Finance Corp., a corporation duly organized and existing under the laws of the State of Delaware, acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), which permits any action required or permitted to be taken at any meeting of the Board or of any committee thereof to be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, do hereby adopt the following recitals and resolutions effective as of May 12, 2025, in lieu of a special meeting of the Board duly called and held for such purposes, with such action to have the same force and effect as if taken at a meeting duly convened and held:

RECITALS

WHEREAS (Recital A — Background of the Company), the Company is a corporation duly incorporated and existing under the laws of the State of Delaware and is a direct, wholly-owned subsidiary of Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands with Cayman Registry No. MC-384726. The Company was formed solely for the purpose of acting as a co-issuer of debt securities of the Parent and its subsidiaries, and the Company maintains its principal executive offices at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. The Company has no independent operations, no employees, and no material assets other than those arising from or relating to its role as a co-issuer under the debt securities referenced herein;

WHEREAS (Recital B — Description of the Proposed Offering), the Parent and the Company (together, the "Issuers") propose to offer and sell $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes will be offered and sold in a private placement (a) pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A and (b) pursuant to Regulation S under the Securities Act to persons who are not "U.S. persons" (as defined in Regulation S) in offshore transactions. The material economic terms of the Notes are as follows:

WHEREAS (Recital C — Use of Proceeds), the Issuers intend to apply the gross proceeds from the offering of the Notes, together with cash on hand, as follows:

(i) approximately $450,000,000 to partially repay the existing 7.50% Senior Unsecured Notes due 2028, of which $850,000,000 in aggregate principal amount is currently outstanding, through a concurrent tender offer and/or open-market repurchases;

(ii) approximately $250,000,000 to fund development capital expenditures associated with the Cayar Offshore Phase II deepwater development project located offshore the Republic of Senegal, including subsea infrastructure, floating production storage and offloading ("FPSO") conversion costs, drilling of appraisal and development wells, and related project costs;

(iii) approximately $114,750,000 for general corporate purposes and working capital, including ongoing operational expenditures in connection with the Company's upstream exploration and production activities and potential acquisitions or farm-in opportunities in the ordinary course of business; and

(iv) approximately $22,500,000 for the payment of estimated fees and expenses of the offering, consisting of (A) $17,000,000 in gross spread payable to the Initial Purchasers (representing 2.00% of the aggregate principal amount of the Notes), and (B) approximately $5,500,000 in estimated legal, accounting, printing, rating agency, trustee, and other expenses incidental to the offering;

WHEREAS (Recital D — Identification of Transaction Parties), the obligations of the Issuers under the Notes and the Indenture (as defined below) will be guaranteed on a senior secured basis (each such guarantee, a "Guarantee") by each of the following direct and indirect subsidiaries of the Parent (collectively, the "Guarantors"):

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

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

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

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

(f) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales;

and the Board has been advised that Northgate Trust Company, N.A. (EIN 13-6520098), with offices at 100 Wall Street, Suite 1600, New York, New York 10005, will serve as trustee (in such capacity, the "Trustee") and collateral agent (in such capacity, the "Collateral Agent") under the Indenture and the Security Documents (each as defined below); and Beacon Fiduciary Services LLC, with offices at 240 Greenwich Street, 7th Floor, New York, New York 10007, will serve as paying agent (the "Paying Agent"), registrar (the "Registrar"), and transfer agent (the "Transfer Agent") in connection with the Notes; and the initial purchasers of the Notes (collectively, the "Initial Purchasers") are:

and the Board has further been advised that Velthorn National Bank, N.A. currently serves as administrative agent (the "ABL Agent") under the existing $750,000,000 asset-based revolving credit facility (the "ABL Facility"), of which approximately $470,000,000 is currently drawn, and that the Intercreditor Agreement (as defined below) will govern the relative priorities of the liens securing the Notes and the ABL Facility;

WHEREAS (Recital E — Engagement of Counsel and Advisors), in connection with the offering of the Notes and the preparation and negotiation of the Transaction Documents (as defined below), the following counsel and advisors have been engaged:

(a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, serves as counsel to the Issuers and the Guarantors with respect to matters of New York law and United States federal securities law, with Jennifer Kwon serving as the responsible partner for the engagement;

(b) Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, New York 10019, serves as counsel to the Initial Purchasers, with Harrison Cates serving as the lead partner for the engagement;

(c) Kincaid & Moreau LLP serves as Cayman Islands counsel to the Issuer (DEH), advising on matters of Cayman Islands law relating to corporate authority, enforceability, and compliance with the Companies Act (As Revised) of the Cayman Islands;

(d) Abayomi Chambers, Lagos, Nigeria, serves as local Nigerian counsel to the Issuers and the Guarantors, advising on matters of Nigerian law relating to the Guarantee of Dunmore Nigeria E&P Ltd. and security interests over Nigerian assets;

(e) Cresswell & Greaves LLP, London, England, serves as English law counsel to the Issuers and the Guarantors, advising on matters of English law relating to the Guarantee of Dunmore Trading Ltd. and the enforceability of security interests governed by English law; and

(f) Theron Moss & Associates SARL, Dakar, Senegal, serves as Senegalese counsel to the Issuers and the Guarantors, advising on matters of Senegalese law relating to the Guarantee of Dunmore Senegal S.A. and the regulatory framework applicable to the Cayar Offshore Phase II development;

WHEREAS (Recital F — Ratings), the Board has been informed that:

(a) Lodestar Ratings International has assigned a preliminary rating of B2 with a Stable outlook to the Notes; and

(b) Veridian Credit Assessments Inc. has assigned a preliminary rating of B+ with a Stable outlook to the Notes,

and the Board acknowledges that the foregoing ratings are preliminary in nature and that final ratings remain subject to receipt of final documentation and the satisfaction of certain conditions specified by each rating agency;

WHEREAS (Recital G — Legal Authority), the Board has reviewed the forms of the Transaction Documents (as defined below) presented to the Board at or prior to the date hereof, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement, and the Paying Agency Agreement, and has been advised by Calderwood & Harkness LLP regarding the Company's rights and obligations thereunder, the legal and regulatory considerations applicable to the offering and issuance of the Notes, and the Company's authority under the DGCL and its Certificate of Incorporation and Bylaws to execute and deliver such Transaction Documents and to consummate the transactions contemplated thereby; and the Board, having considered the terms and conditions of the Transaction Documents, the use of proceeds, the financial condition and prospects of the Parent and its subsidiaries, and such other matters as the Board has deemed relevant, has determined that the offering and issuance of the Notes and the execution and delivery of the Transaction Documents are in the best interests of the Company and its sole stockholder, Dunmore Energy Holdings Ltd.

NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted:

RESOLUTIONS

Resolution 1 — Authorization of the Offering and Issuance of the Notes

RESOLVED, that the offering, issuance, and sale by the Company, as co-issuer, jointly and severally with Dunmore Energy Holdings Ltd., as issuer, of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 is hereby authorized, approved, and ratified in all respects. The Notes shall bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2025, and shall mature on May 1, 2032. The Notes shall be offered and sold in a private placement exempt from the registration requirements of the Securities Act pursuant to (a) Rule 144A under the Securities Act to persons reasonably believed to be QIBs and (b) Regulation S under the Securities Act to non-U.S. persons in offshore transactions, in each case at an issue price of 98.50% of the aggregate principal amount thereof. The terms of the Notes, including but not limited to the covenants, events of default, redemption provisions, and other terms and conditions set forth in the Indenture, are hereby approved and adopted.

Resolution 2 — Authorization, Execution, and Delivery of the Indenture

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Indenture (the "Indenture") to be dated as of the Closing Date (as defined in the Purchase Agreement), among (i) the Company, as co-issuer, (ii) Dunmore Energy Holdings Ltd., as issuer, (iii) the Guarantors named therein, and (iv) Northgate Trust Company, N.A., as Trustee and Collateral Agent, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, supplements, and additions thereto as any Authorized Officer (as defined below) may approve. The Indenture 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 New York General Obligations Law). Any Authorized Officer is hereby authorized and empowered to execute and deliver the Indenture on behalf of the Company, and the execution thereof by any such Authorized Officer shall be conclusive evidence of the Board's approval of any changes, modifications, or amendments therein.

Resolution 3 — Authorization, Execution, and Delivery of the Purchase Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Purchase Agreement (the "Purchase Agreement") dated as of May 12, 2025, among (i) the Company, as co-issuer, (ii) Dunmore Energy Holdings Ltd., as issuer, (iii) the Guarantors named therein, and (iv) Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Purchase Agreement sets forth the terms and conditions pursuant to which the Issuers will sell, and the Initial Purchasers will purchase, the Notes at the issue price of 98.50% of the aggregate principal amount thereof, less the Initial Purchasers' gross spread of 2.00% (representing aggregate gross spread of $17,000,000). Each Authorized Officer is hereby authorized and empowered to execute and deliver the Purchase Agreement on behalf of the Company, to make such representations and warranties as may be required therein, and the execution thereof by any such Authorized Officer shall be conclusive evidence of the Board's approval of any changes, modifications, or amendments contained therein.

Resolution 4 — Authorization, Execution, and Delivery of the Registration Rights Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Registration Rights Agreement (the "Registration Rights Agreement") to be dated as of the Closing Date, among (i) the Company, as co-issuer, (ii) Dunmore Energy Holdings Ltd., as issuer, (iii) the Guarantors named therein, and (iv) the Initial Purchasers, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Registration Rights Agreement shall provide for the filing and effectiveness of (a) a registration statement on an appropriate form under the Securities Act for an offer to exchange the Notes for registered notes having substantially identical terms (an "Exchange Offer") or, under certain circumstances, (b) a shelf registration statement covering the resale of the Notes, in each case within the time periods and subject to the conditions specified in the Registration Rights Agreement. Any Authorized Officer is hereby authorized and empowered to execute and deliver the Registration Rights Agreement on behalf of the Company.

Resolution 5 — Authorization, Execution, and Delivery of the Security Documents

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver each of the following security documents (collectively, the "Security Documents"):

(a) The Collateral Agreement (U.S.) — Pledge and Security Agreement (the "U.S. Collateral Agreement"), to be governed by the laws of the State of New York, 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, granting to the Collateral Agent, for the benefit of the holders of the Notes and the Trustee, first-priority security interests in and liens upon substantially all assets of the grantors party thereto, including without limitation: (1) all equity interests in the direct subsidiaries of each grantor; (2) tangible personal property, including equipment, inventory, and goods; (3) intangible personal property, including general intangibles, intellectual property, permits, licenses, and contract rights; (4) intercompany receivables and loan obligations owed to or by any grantor; (5) material hydrocarbon offtake contracts, including crude oil and natural gas sales agreements, transportation agreements, and processing agreements; (6) insurance proceeds and rights to payment thereunder; and (7) all proceeds, products, accessions, and substitutions of or to any of the foregoing;

(b) Such other Security Documents, including without limitation deeds of charge, share charges, mortgages, assignments by way of security, and similar instruments governed by foreign law, to which the Company may be or become a party in connection with the offering, as may be required by the terms of the Indenture or as any Authorized Officer may determine to be necessary or advisable;

it being understood and agreed that the security interests and liens granted under the Security Documents shall be subject to (i) the Intercreditor Agreement (as defined below) and (ii) such Permitted Liens as may be specified in the Indenture.

Resolution 6 — Authorization, Execution, and Delivery of the Intercreditor Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Intercreditor Agreement (the "Intercreditor Agreement") to be dated as of the Closing Date, among (i) Northgate Trust Company, N.A., as collateral agent for the holders of the Notes (in such capacity, the "Notes Collateral Agent"), (ii) Velthorn National Bank, N.A., as administrative agent and collateral agent under the ABL Facility (in such capacity, the "ABL Agent"), (iii) the Issuers, and (iv) the Guarantors, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Intercreditor Agreement shall, among other things, delineate the relative priorities and rights of the holders of the Notes (through the Notes Collateral Agent) and the lenders under the ABL Facility (through the ABL Agent) with respect to the collateral securing the respective obligations, providing that:

(a) the ABL Agent shall have a first-priority lien on "ABL Priority Collateral," consisting of accounts receivable, inventory, deposit accounts, securities accounts (to the extent constituting proceeds of ABL Priority Collateral), and related assets; and

(b) the Notes Collateral Agent shall have a first-priority lien on "Notes Priority Collateral," consisting of property, plant, and equipment (PP&E), equity interests in subsidiaries, intellectual property, material contracts (including hydrocarbon offtake agreements), and related assets;

with each party holding a second-priority lien on the collateral constituting the other party's first-priority collateral, all as more fully set forth in the Intercreditor Agreement.

Resolution 7 — Authorization, Execution, and Delivery of the Paying Agency Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Paying Agency Agreement (the "Paying Agency Agreement") to be dated as of the Closing Date, among (i) the Issuers and (ii) Beacon Fiduciary Services LLC, as Paying Agent, Registrar, and Transfer Agent, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Paying Agency Agreement shall govern the terms and conditions pursuant to which Beacon Fiduciary Services LLC will serve as Paying Agent for the collection and disbursement of interest and principal payments on the Notes, as Registrar for the maintenance of the register of holders of the Notes, and as Transfer Agent for the facilitation of transfers and exchanges of the Notes.

Resolution 8 — Authorization of the Preliminary and Final Offering Memoranda

RESOLVED, that the preparation, use, and distribution of (a) the Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary Offering Memorandum") and (b) the Final Offering Memorandum dated May 14, 2025 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memoranda"), in each case in connection with the offering and sale of the Notes to the Initial Purchasers and by the Initial Purchasers to subsequent purchasers in accordance with the terms of the Purchase Agreement, is hereby authorized, approved, and ratified in all respects. Any Authorized Officer is hereby authorized and empowered to approve the final form, content, and substance of the Offering Memoranda and any supplements, amendments, or updates thereto, and to authorize the printing and distribution thereof to prospective purchasers of the Notes.

Resolution 9 — Authorization of UCC Financing Statements

RESOLVED, that the Company hereby authorizes the preparation, execution (where required), and filing of UCC-1 financing statements (and any amendments, continuations, or assignments thereof) with the Secretary of State of the State of Delaware and with the filing offices of any other applicable jurisdictions, naming the Company (and, as applicable, each other grantor) as debtor and Northgate Trust Company, N.A., as Collateral Agent, as secured party, as may be necessary or advisable to perfect the security interests granted under the Security Documents and the U.S. Collateral Agreement. Any Authorized Officer is hereby authorized to execute any such financing statements and to authorize the Collateral Agent or its agents to file the same on behalf of the Company, in each case with such descriptions of collateral as the Authorized Officer or counsel to the Company may deem appropriate.

Resolution 10 — Authorization of Ancillary Transaction Documents

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver any and all ancillary documents, instruments, agreements, certificates, notices, letters, and filings (collectively, together with the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement, and the Paying Agency Agreement, the "Transaction Documents") as may be necessary, appropriate, or advisable in connection with the offering, issuance, and sale of the Notes and the consummation of the transactions contemplated by the foregoing resolutions, including without limitation:

(a) Officers' Certificates required to be delivered pursuant to the Indenture or the Purchase Agreement, certifying as to such matters as may be required therein, including compliance with conditions precedent, the accuracy of representations and warranties, and the absence of events of default;

(b) Secretary's or Director's Certificates certifying as to the organizational documents of the Company, including its Certificate of Incorporation, Bylaws, and any amendments thereto, and as to the incumbency and authority of the officers executing the Transaction Documents;

(d) Bring-Down Due Diligence Certificates confirming the continued accuracy and completeness of the information provided to the Initial Purchasers in connection with their due diligence review as of the Closing Date;

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

(f) a Side Letter — Sanctions Representations, supplementing the representations, warranties, and covenants set forth in the Purchase Agreement with additional representations concerning compliance with the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including sanctions relating to the Specially Designated Nationals and blocked Persons List, sectoral sanctions, and secondary sanctions programs, as well as compliance with applicable anti-money laundering laws and anti-bribery and anti-corruption laws;

(g) DTC eligibility letters and applications to The Depository Trust Company ("DTC") and its affiliates for eligibility of the Notes for book-entry settlement, clearance, and transfer through the facilities of DTC (including Thackeray Partners LLC and Ashgrove Enterprises, as applicable);

(h) any comfort letters, legal opinions, or other deliverables required to be furnished by the Issuers or the Guarantors at the Closing Date pursuant to the Purchase Agreement or the Indenture; and

(i) such other documents, instruments, certificates, and filings as counsel to the Company may advise are necessary, appropriate, or customary in connection with offerings of this type;

and each Authorized Officer is hereby authorized and empowered to execute, deliver, and perform any and all such Transaction Documents on behalf of the Company.

Resolution 11 — Designation of Authorized Officers

RESOLVED, that each of the following individuals is hereby designated as an "Authorized Officer" of the Company, with full power and authority, acting singly (and not jointly), to execute and deliver on behalf of the Company any and all Transaction Documents and ancillary instruments, certificates, notices, and filings contemplated by these resolutions:

Each Authorized Officer is hereby authorized and empowered, acting singly, to negotiate and agree to such changes, modifications, insertions, deletions, and omissions to any of the Transaction Documents as such Authorized Officer may, in his or her sole discretion, approve, and the execution and delivery of any Transaction Document by any such Authorized Officer shall be conclusive and irrebuttable evidence of such Authorized Officer's approval of any and all changes, modifications, insertions, deletions, and omissions therein, and no further action by the Board shall be required in connection therewith.

Resolution 12 — Ratification of Prior Actions

RESOLVED, that all acts and deeds heretofore done, taken, or performed by any officer, director, or authorized representative of the Company in connection with or in furtherance of the offering, issuance, and sale of the Notes and the transactions contemplated by the Transaction Documents, including without limitation (a) the engagement of Calderwood & Harkness LLP as counsel to the Issuers in connection with the offering, (b) the engagement of and coordination with the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP, (c) the engagement of Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL as local counsel in the Cayman Islands, Nigeria, England, and Senegal, respectively, (d) the preparation and distribution of the Preliminary Offering Memorandum, (e) the engagement of Northgate Trust Company, N.A. as Trustee and Collateral Agent and Beacon Fiduciary Services LLC as Paying Agent, Registrar, and Transfer Agent, and (f) all communications, negotiations, and discussions with rating agencies, potential investors, and other parties in connection with the offering, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

Resolution 13 — Authorization of Further Actions

RESOLVED, that each Authorized Officer is hereby authorized and empowered, acting singly, to take or cause to be taken any and all such further actions, to execute and deliver any and all such further documents, instruments, agreements, certificates, notices, and filings, and to pay or cause to be paid any and all fees, costs, and expenses, in the name and on behalf of the Company, as such Authorized Officer may in his or her sole discretion deem necessary, appropriate, or advisable to carry out the intent and purposes of these resolutions and to consummate and give effect to the transactions contemplated hereby, the taking of any such action or the execution and delivery of any such document, instrument, or certificate to be conclusive evidence of such Authorized Officer's determination that such action, document, instrument, or certificate is necessary, appropriate, or advisable. Without limiting the generality of the foregoing, each Authorized Officer is authorized to (a) amend, modify, supplement, or waive any provision of any Transaction Document, (b) execute and deliver any supplemental indenture, amendment, or modification to the Indenture, (c) appoint or replace any agent, trustee, or fiduciary thereunder, and (d) take any and all actions as may be required by the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in connection with the offering, issuance, sale, and registration of the Notes.

Resolution 14 — Effectiveness

RESOLVED, that each of the foregoing resolutions shall be effective immediately upon the execution of this Unanimous Written Consent by all members of the Board and that this Unanimous Written Consent may be executed and delivered on and as of the date first set forth above.

GENERAL

This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Unanimous Written Consent by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company in accordance with Section 141(f) of the DGCL.

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

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF DUNMORE UPSTREAM FINANCE CORP.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Dunmore upstream Finance Corp., have executed this Unanimous Written Consent effective as of the date first written above, in accordance with Section 141(f) of the Delaware General Corporation Law.

________________________________________

Name: Marcus Ellingham

Title: Director

Date: May 12, 2025

________________________________________

Name: Deepa Rajaram

Title: Director

Date: May 12, 2025

________________________________________

Name: Alistair Forde

Title: Director

Date: May 12, 2025

EXHIBIT A

SECRETARY'S CERTIFICATE

The undersigned, Alistair Forde, in his capacity as Secretary of Dunmore upstream Finance Corp., a Delaware corporation (the "Company"), does hereby certify, as of the date set forth below, as follows:

1. True and Correct Copy. The foregoing Unanimous Written Consent of the Board of Directors of the Company (the "Consent"), consisting of the recitals and Resolutions 1 through 14 and the accompanying signature pages, is a true, correct, and complete copy of the Unanimous Written Consent duly adopted by the Board of Directors of the Company, effective as of May 12, 2025, acting by unanimous written consent in lieu of a special meeting pursuant to Section 141(f) of the Delaware General Corporation Law.

2. Due Adoption; Full Force and Effect. The resolutions set forth in the Consent were duly and validly adopted by the Board of Directors of the Company in accordance with applicable provisions of the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of the Company, and such resolutions have not been rescinded, amended, modified, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.

3. Entire Board. The signatories to the Consent constitute all of the members of the Board of Directors of the Company as of the date thereof and as of the date hereof. No vacancies exist on the Board of Directors.

4. Incumbency. The following persons are the duly elected or appointed, qualified, and acting officers and directors of the Company as of the date hereof, holding the offices set forth opposite their respective names, and the signatures set forth opposite their respective names are their true and genuine signatures:

5. Corporate Seal. The Company has not adopted a corporate seal. [No Corporate Seal]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 12, 2025.

________________________________________

Name: Alistair Forde

Title: Secretary, Dunmore upstream Finance Corp.

Date: May 12, 2025

[No Corporate Seal]

Term	Detail
Aggregate Principal Amount	$850,000,000
Coupon Rate	9.375% per annum
Issue Price	98.50% of par
Gross Proceeds	$837,250,000
Maturity Date	May 1, 2032
Interest Payment Dates	May 1 and November 1 of each year, commencing November 1, 2025
Semi-Annual Interest Payment	$39,843,750
CUSIP (144A)	265387 AA 5
CUSIP (Reg S)	C2085R AA 2
ISIN (144A)	US265387AA51
ISIN (Reg S)	USC2085RAA24
Minimum Denomination	$2,000; integral multiples of $1,000 in excess thereof
Initial Purchaser	Role	Allocation	Amount
Ridgeline Capital Markets LLC	Lead Left Bookrunner	55%	$467,500,000
Clarion Securities Inc.	Joint Bookrunner	30%	$255,000,000
Pinnacle Partners LLC	Co-Manager	15%	$127,500,000
Total	100%	$850,000,000
Name	Position (Parent Entity)	Capacity (DUFC)
Marcus Ellingham	Chief Executive Officer of DEH	Director of DUFC
Deepa Rajaram	Chief Financial Officer of DEH	Officer of DUFC
Alistair Forde	General Counsel of DEH	Officer of DUFC
Name	Title(s)	Signature
Marcus Ellingham	Director; Chief Executive Officer	_______
Deepa Rajaram	Director; Chief Financial Officer	_______

Alistair Forde

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
DUNMORE UPSTREAM FINANCE CORP.
IN LIEU OF A SPECIAL MEETING
Effective as of May 12, 2025
Entity: Dunmore upstream Finance Corp., a Delaware corporation (the "Company" or "DUFC")
Employer Identification Number: 93-4728106
Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005
Principal Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Sole Stockholder: Dunmore Energy Holdings Ltd. ("DEH" or the "Parent"), an exempted company incorporated under the laws of the Cayman Islands, Cayman Registry No. MC-384726
The undersigned, constituting the entire Board of Directors (the "Board") of Dunmore upstream Finance Corp., a corporation duly organized and existing under the laws of the State of Delaware, acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), which permits any action required or permitted to be taken at any meeting of the Board or of any committee thereof to be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, do hereby adopt the following recitals and resolutions effective as of May 12, 2025, in lieu of a special meeting of the Board duly called and held for such purposes, with such action to have the same force and effect as if taken at a meeting duly convened and held:
RECITALS
WHEREAS (Recital A — Background of the Company), the Company is a corporation duly incorporated and existing under the laws of the State of Delaware and is a direct, wholly-owned subsidiary of Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands with Cayman Registry No. MC-384726. The Company was formed solely for the purpose of acting as a co-issuer of debt securities of the Parent and its subsidiaries, and the Company maintains its principal executive offices at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. The Company has no independent operations, no employees, and no material assets other than those arising from or relating to its role as a co-issuer under the debt securities referenced herein;
WHEREAS (Recital B — Description of the Proposed Offering), the Parent and the Company (together, the "Issuers") propose to offer and sell $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes will be offered and sold in a private placement (a) pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A and (b) pursuant to Regulation S under the Securities Act to persons who are not "U.S. persons" (as defined in Regulation S) in offshore transactions. The material economic terms of the Notes are as follows:
WHEREAS (Recital C — Use of Proceeds), the Issuers intend to apply the gross proceeds from the offering of the Notes, together with cash on hand, as follows:
(i) approximately $450,000,000 to partially repay the existing 7.50% Senior Unsecured Notes due 2028, of which $850,000,000 in aggregate principal amount is currently outstanding, through a concurrent tender offer and/or open-market repurchases;
(ii) approximately $250,000,000 to fund development capital expenditures associated with the Cayar Offshore Phase II deepwater development project located offshore the Republic of Senegal, including subsea infrastructure, floating production storage and offloading ("FPSO") conversion costs, drilling of appraisal and development wells, and related project costs;
(iii) approximately $114,750,000 for general corporate purposes and working capital, including ongoing operational expenditures in connection with the Company's upstream exploration and production activities and potential acquisitions or farm-in opportunities in the ordinary course of business; and
(iv) approximately $22,500,000 for the payment of estimated fees and expenses of the offering, consisting of (A) $17,000,000 in gross spread payable to the Initial Purchasers (representing 2.00% of the aggregate principal amount of the Notes), and (B) approximately $5,500,000 in estimated legal, accounting, printing, rating agency, trustee, and other expenses incidental to the offering;
WHEREAS (Recital D — Identification of Transaction Parties), the obligations of the Issuers under the Notes and the Indenture (as defined below) will be guaranteed on a senior secured basis (each such guarantee, a "Guarantee") by each of the following direct and indirect subsidiaries of the Parent (collectively, the "Guarantors"):
(a) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria;
(b) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;
(c) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware;
(d) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;
(e) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and
(f) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales;
and the Board has been advised that Northgate Trust Company, N.A. (EIN 13-6520098), with offices at 100 Wall Street, Suite 1600, New York, New York 10005, will serve as trustee (in such capacity, the "Trustee") and collateral agent (in such capacity, the "Collateral Agent") under the Indenture and the Security Documents (each as defined below); and Beacon Fiduciary Services LLC, with offices at 240 Greenwich Street, 7th Floor, New York, New York 10007, will serve as paying agent (the "Paying Agent"), registrar (the "Registrar"), and transfer agent (the "Transfer Agent") in connection with the Notes; and the initial purchasers of the Notes (collectively, the "Initial Purchasers") are:
and the Board has further been advised that Velthorn National Bank, N.A. currently serves as administrative agent (the "ABL Agent") under the existing $750,000,000 asset-based revolving credit facility (the "ABL Facility"), of which approximately $470,000,000 is currently drawn, and that the Intercreditor Agreement (as defined below) will govern the relative priorities of the liens securing the Notes and the ABL Facility;
WHEREAS (Recital E — Engagement of Counsel and Advisors), in connection with the offering of the Notes and the preparation and negotiation of the Transaction Documents (as defined below), the following counsel and advisors have been engaged:
(a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, serves as counsel to the Issuers and the Guarantors with respect to matters of New York law and United States federal securities law, with Jennifer Kwon serving as the responsible partner for the engagement;
(b) Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, New York 10019, serves as counsel to the Initial Purchasers, with Harrison Cates serving as the lead partner for the engagement;
(c) Kincaid & Moreau LLP serves as Cayman Islands counsel to the Issuer (DEH), advising on matters of Cayman Islands law relating to corporate authority, enforceability, and compliance with the Companies Act (As Revised) of the Cayman Islands;
(d) Abayomi Chambers, Lagos, Nigeria, serves as local Nigerian counsel to the Issuers and the Guarantors, advising on matters of Nigerian law relating to the Guarantee of Dunmore Nigeria E&P Ltd. and security interests over Nigerian assets;
(e) Cresswell & Greaves LLP, London, England, serves as English law counsel to the Issuers and the Guarantors, advising on matters of English law relating to the Guarantee of Dunmore Trading Ltd. and the enforceability of security interests governed by English law; and
(f) Theron Moss & Associates SARL, Dakar, Senegal, serves as Senegalese counsel to the Issuers and the Guarantors, advising on matters of Senegalese law relating to the Guarantee of Dunmore Senegal S.A. and the regulatory framework applicable to the Cayar Offshore Phase II development;
WHEREAS (Recital F — Ratings), the Board has been informed that:
(a) Lodestar Ratings International has assigned a preliminary rating of B2 with a Stable outlook to the Notes; and
(b) Veridian Credit Assessments Inc. has assigned a preliminary rating of B+ with a Stable outlook to the Notes,
and the Board acknowledges that the foregoing ratings are preliminary in nature and that final ratings remain subject to receipt of final documentation and the satisfaction of certain conditions specified by each rating agency;
WHEREAS (Recital G — Legal Authority), the Board has reviewed the forms of the Transaction Documents (as defined below) presented to the Board at or prior to the date hereof, including the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement, and the Paying Agency Agreement, and has been advised by Calderwood & Harkness LLP regarding the Company's rights and obligations thereunder, the legal and regulatory considerations applicable to the offering and issuance of the Notes, and the Company's authority under the DGCL and its Certificate of Incorporation and Bylaws to execute and deliver such Transaction Documents and to consummate the transactions contemplated thereby; and the Board, having considered the terms and conditions of the Transaction Documents, the use of proceeds, the financial condition and prospects of the Parent and its subsidiaries, and such other matters as the Board has deemed relevant, has determined that the offering and issuance of the Notes and the execution and delivery of the Transaction Documents are in the best interests of the Company and its sole stockholder, Dunmore Energy Holdings Ltd.
NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted:
RESOLUTIONS
Resolution 1 — Authorization of the Offering and Issuance of the Notes
RESOLVED, that the offering, issuance, and sale by the Company, as co-issuer, jointly and severally with Dunmore Energy Holdings Ltd., as issuer, of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 is hereby authorized, approved, and ratified in all respects. The Notes shall bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2025, and shall mature on May 1, 2032. The Notes shall be offered and sold in a private placement exempt from the registration requirements of the Securities Act pursuant to (a) Rule 144A under the Securities Act to persons reasonably believed to be QIBs and (b) Regulation S under the Securities Act to non-U.S. persons in offshore transactions, in each case at an issue price of 98.50% of the aggregate principal amount thereof. The terms of the Notes, including but not limited to the covenants, events of default, redemption provisions, and other terms and conditions set forth in the Indenture, are hereby approved and adopted.
Resolution 2 — Authorization, Execution, and Delivery of the Indenture
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Indenture (the "Indenture") to be dated as of the Closing Date (as defined in the Purchase Agreement), among (i) the Company, as co-issuer, (ii) Dunmore Energy Holdings Ltd., as issuer, (iii) the Guarantors named therein, and (iv) Northgate Trust Company, N.A., as Trustee and Collateral Agent, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, supplements, and additions thereto as any Authorized Officer (as defined below) may approve. The Indenture 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 New York General Obligations Law). Any Authorized Officer is hereby authorized and empowered to execute and deliver the Indenture on behalf of the Company, and the execution thereof by any such Authorized Officer shall be conclusive evidence of the Board's approval of any changes, modifications, or amendments therein.
Resolution 3 — Authorization, Execution, and Delivery of the Purchase Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Purchase Agreement (the "Purchase Agreement") dated as of May 12, 2025, among (i) the Company, as co-issuer, (ii) Dunmore Energy Holdings Ltd., as issuer, (iii) the Guarantors named therein, and (iv) Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Purchase Agreement sets forth the terms and conditions pursuant to which the Issuers will sell, and the Initial Purchasers will purchase, the Notes at the issue price of 98.50% of the aggregate principal amount thereof, less the Initial Purchasers' gross spread of 2.00% (representing aggregate gross spread of $17,000,000). Each Authorized Officer is hereby authorized and empowered to execute and deliver the Purchase Agreement on behalf of the Company, to make such representations and warranties as may be required therein, and the execution thereof by any such Authorized Officer shall be conclusive evidence of the Board's approval of any changes, modifications, or amendments contained therein.
Resolution 4 — Authorization, Execution, and Delivery of the Registration Rights Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Registration Rights Agreement (the "Registration Rights Agreement") to be dated as of the Closing Date, among (i) the Company, as co-issuer, (ii) Dunmore Energy Holdings Ltd., as issuer, (iii) the Guarantors named therein, and (iv) the Initial Purchasers, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Registration Rights Agreement shall provide for the filing and effectiveness of (a) a registration statement on an appropriate form under the Securities Act for an offer to exchange the Notes for registered notes having substantially identical terms (an "Exchange Offer") or, under certain circumstances, (b) a shelf registration statement covering the resale of the Notes, in each case within the time periods and subject to the conditions specified in the Registration Rights Agreement. Any Authorized Officer is hereby authorized and empowered to execute and deliver the Registration Rights Agreement on behalf of the Company.
Resolution 5 — Authorization, Execution, and Delivery of the Security Documents
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver each of the following security documents (collectively, the "Security Documents"):
(a) The Collateral Agreement (U.S.) — Pledge and Security Agreement (the "U.S. Collateral Agreement"), to be governed by the laws of the State of New York, 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, granting to the Collateral Agent, for the benefit of the holders of the Notes and the Trustee, first-priority security interests in and liens upon substantially all assets of the grantors party thereto, including without limitation: (1) all equity interests in the direct subsidiaries of each grantor; (2) tangible personal property, including equipment, inventory, and goods; (3) intangible personal property, including general intangibles, intellectual property, permits, licenses, and contract rights; (4) intercompany receivables and loan obligations owed to or by any grantor; (5) material hydrocarbon offtake contracts, including crude oil and natural gas sales agreements, transportation agreements, and processing agreements; (6) insurance proceeds and rights to payment thereunder; and (7) all proceeds, products, accessions, and substitutions of or to any of the foregoing;
(b) Such other Security Documents, including without limitation deeds of charge, share charges, mortgages, assignments by way of security, and similar instruments governed by foreign law, to which the Company may be or become a party in connection with the offering, as may be required by the terms of the Indenture or as any Authorized Officer may determine to be necessary or advisable;
it being understood and agreed that the security interests and liens granted under the Security Documents shall be subject to (i) the Intercreditor Agreement (as defined below) and (ii) such Permitted Liens as may be specified in the Indenture.
Resolution 6 — Authorization, Execution, and Delivery of the Intercreditor Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Intercreditor Agreement (the "Intercreditor Agreement") to be dated as of the Closing Date, among (i) Northgate Trust Company, N.A., as collateral agent for the holders of the Notes (in such capacity, the "Notes Collateral Agent"), (ii) Velthorn National Bank, N.A., as administrative agent and collateral agent under the ABL Facility (in such capacity, the "ABL Agent"), (iii) the Issuers, and (iv) the Guarantors, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Intercreditor Agreement shall, among other things, delineate the relative priorities and rights of the holders of the Notes (through the Notes Collateral Agent) and the lenders under the ABL Facility (through the ABL Agent) with respect to the collateral securing the respective obligations, providing that:
(a) the ABL Agent shall have a first-priority lien on "ABL Priority Collateral," consisting of accounts receivable, inventory, deposit accounts, securities accounts (to the extent constituting proceeds of ABL Priority Collateral), and related assets; and
(b) the Notes Collateral Agent shall have a first-priority lien on "Notes Priority Collateral," consisting of property, plant, and equipment (PP&E), equity interests in subsidiaries, intellectual property, material contracts (including hydrocarbon offtake agreements), and related assets;
with each party holding a second-priority lien on the collateral constituting the other party's first-priority collateral, all as more fully set forth in the Intercreditor Agreement.
Resolution 7 — Authorization, Execution, and Delivery of the Paying Agency Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Paying Agency Agreement (the "Paying Agency Agreement") to be dated as of the Closing Date, among (i) the Issuers and (ii) Beacon Fiduciary Services LLC, as Paying Agent, Registrar, and Transfer Agent, substantially in the form presented to the Board prior to the date hereof, together with such changes, modifications, amendments, and additions thereto as any Authorized Officer may approve. The Paying Agency Agreement shall govern the terms and conditions pursuant to which Beacon Fiduciary Services LLC will serve as Paying Agent for the collection and disbursement of interest and principal payments on the Notes, as Registrar for the maintenance of the register of holders of the Notes, and as Transfer Agent for the facilitation of transfers and exchanges of the Notes.
Resolution 8 — Authorization of the Preliminary and Final Offering Memoranda
RESOLVED, that the preparation, use, and distribution of (a) the Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary Offering Memorandum") and (b) the Final Offering Memorandum dated May 14, 2025 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memoranda"), in each case in connection with the offering and sale of the Notes to the Initial Purchasers and by the Initial Purchasers to subsequent purchasers in accordance with the terms of the Purchase Agreement, is hereby authorized, approved, and ratified in all respects. Any Authorized Officer is hereby authorized and empowered to approve the final form, content, and substance of the Offering Memoranda and any supplements, amendments, or updates thereto, and to authorize the printing and distribution thereof to prospective purchasers of the Notes.
Resolution 9 — Authorization of UCC Financing Statements
RESOLVED, that the Company hereby authorizes the preparation, execution (where required), and filing of UCC-1 financing statements (and any amendments, continuations, or assignments thereof) with the Secretary of State of the State of Delaware and with the filing offices of any other applicable jurisdictions, naming the Company (and, as applicable, each other grantor) as debtor and Northgate Trust Company, N.A., as Collateral Agent, as secured party, as may be necessary or advisable to perfect the security interests granted under the Security Documents and the U.S. Collateral Agreement. Any Authorized Officer is hereby authorized to execute any such financing statements and to authorize the Collateral Agent or its agents to file the same on behalf of the Company, in each case with such descriptions of collateral as the Authorized Officer or counsel to the Company may deem appropriate.
Resolution 10 — Authorization of Ancillary Transaction Documents
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver any and all ancillary documents, instruments, agreements, certificates, notices, letters, and filings (collectively, together with the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement, and the Paying Agency Agreement, the "Transaction Documents") as may be necessary, appropriate, or advisable in connection with the offering, issuance, and sale of the Notes and the consummation of the transactions contemplated by the foregoing resolutions, including without limitation:
(a) Officers' Certificates required to be delivered pursuant to the Indenture or the Purchase Agreement, certifying as to such matters as may be required therein, including compliance with conditions precedent, the accuracy of representations and warranties, and the absence of events of default;
(b) Secretary's or Director's Certificates certifying as to the organizational documents of the Company, including its Certificate of Incorporation, Bylaws, and any amendments thereto, and as to the incumbency and authority of the officers executing the Transaction Documents;
(c) Incumbency Certificates identifying each Authorized Officer and providing specimen signatures thereof;
(d) Bring-Down Due Diligence Certificates confirming the continued accuracy and completeness of the information provided to the Initial Purchasers in connection with their due diligence review as of the Closing Date;
(e) Cross-Receipts evidencing the exchange of the Notes for the purchase price therefor on the Closing Date;
(f) a Side Letter — Sanctions Representations, supplementing the representations, warranties, and covenants set forth in the Purchase Agreement with additional representations concerning compliance with the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including sanctions relating to the Specially Designated Nationals and blocked Persons List, sectoral sanctions, and secondary sanctions programs, as well as compliance with applicable anti-money laundering laws and anti-bribery and anti-corruption laws;
(g) DTC eligibility letters and applications to The Depository Trust Company ("DTC") and its affiliates for eligibility of the Notes for book-entry settlement, clearance, and transfer through the facilities of DTC (including Thackeray Partners LLC and Ashgrove Enterprises, as applicable);
(h) any comfort letters, legal opinions, or other deliverables required to be furnished by the Issuers or the Guarantors at the Closing Date pursuant to the Purchase Agreement or the Indenture; and
(i) such other documents, instruments, certificates, and filings as counsel to the Company may advise are necessary, appropriate, or customary in connection with offerings of this type;
and each Authorized Officer is hereby authorized and empowered to execute, deliver, and perform any and all such Transaction Documents on behalf of the Company.
Resolution 11 — Designation of Authorized Officers
RESOLVED, that each of the following individuals is hereby designated as an "Authorized Officer" of the Company, with full power and authority, acting singly (and not jointly), to execute and deliver on behalf of the Company any and all Transaction Documents and ancillary instruments, certificates, notices, and filings contemplated by these resolutions:
Each Authorized Officer is hereby authorized and empowered, acting singly, to negotiate and agree to such changes, modifications, insertions, deletions, and omissions to any of the Transaction Documents as such Authorized Officer may, in his or her sole discretion, approve, and the execution and delivery of any Transaction Document by any such Authorized Officer shall be conclusive and irrebuttable evidence of such Authorized Officer's approval of any and all changes, modifications, insertions, deletions, and omissions therein, and no further action by the Board shall be required in connection therewith.
Resolution 12 — Ratification of Prior Actions
RESOLVED, that all acts and deeds heretofore done, taken, or performed by any officer, director, or authorized representative of the Company in connection with or in furtherance of the offering, issuance, and sale of the Notes and the transactions contemplated by the Transaction Documents, including without limitation (a) the engagement of Calderwood & Harkness LLP as counsel to the Issuers in connection with the offering, (b) the engagement of and coordination with the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP, (c) the engagement of Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL as local counsel in the Cayman Islands, Nigeria, England, and Senegal, respectively, (d) the preparation and distribution of the Preliminary Offering Memorandum, (e) the engagement of Northgate Trust Company, N.A. as Trustee and Collateral Agent and Beacon Fiduciary Services LLC as Paying Agent, Registrar, and Transfer Agent, and (f) all communications, negotiations, and discussions with rating agencies, potential investors, and other parties in connection with the offering, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
Resolution 13 — Authorization of Further Actions
RESOLVED, that each Authorized Officer is hereby authorized and empowered, acting singly, to take or cause to be taken any and all such further actions, to execute and deliver any and all such further documents, instruments, agreements, certificates, notices, and filings, and to pay or cause to be paid any and all fees, costs, and expenses, in the name and on behalf of the Company, as such Authorized Officer may in his or her sole discretion deem necessary, appropriate, or advisable to carry out the intent and purposes of these resolutions and to consummate and give effect to the transactions contemplated hereby, the taking of any such action or the execution and delivery of any such document, instrument, or certificate to be conclusive evidence of such Authorized Officer's determination that such action, document, instrument, or certificate is necessary, appropriate, or advisable. Without limiting the generality of the foregoing, each Authorized Officer is authorized to (a) amend, modify, supplement, or waive any provision of any Transaction Document, (b) execute and deliver any supplemental indenture, amendment, or modification to the Indenture, (c) appoint or replace any agent, trustee, or fiduciary thereunder, and (d) take any and all actions as may be required by the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in connection with the offering, issuance, sale, and registration of the Notes.
Resolution 14 — Effectiveness
RESOLVED, that each of the foregoing resolutions shall be effective immediately upon the execution of this Unanimous Written Consent by all members of the Board and that this Unanimous Written Consent may be executed and delivered on and as of the date first set forth above.
GENERAL
This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Unanimous Written Consent by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company in accordance with Section 141(f) of the DGCL.
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF DUNMORE UPSTREAM FINANCE CORP.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Dunmore upstream Finance Corp., have executed this Unanimous Written Consent effective as of the date first written above, in accordance with Section 141(f) of the Delaware General Corporation Law.
________________________________________
Name: Marcus Ellingham
Title: Director
Date: May 12, 2025
________________________________________
Name: Deepa Rajaram
Title: Director
Date: May 12, 2025
________________________________________
Name: Alistair Forde
Title: Director
Date: May 12, 2025
EXHIBIT A
SECRETARY'S CERTIFICATE
The undersigned, Alistair Forde, in his capacity as Secretary of Dunmore upstream Finance Corp., a Delaware corporation (the "Company"), does hereby certify, as of the date set forth below, as follows:
1.  True and Correct Copy. The foregoing Unanimous Written Consent of the Board of Directors of the Company (the "Consent"), consisting of the recitals and Resolutions 1 through 14 and the accompanying signature pages, is a true, correct, and complete copy of the Unanimous Written Consent duly adopted by the Board of Directors of the Company, effective as of May 12, 2025, acting by unanimous written consent in lieu of a special meeting pursuant to Section 141(f) of the Delaware General Corporation Law.
2.  Due Adoption; Full Force and Effect. The resolutions set forth in the Consent were duly and validly adopted by the Board of Directors of the Company in accordance with applicable provisions of the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of the Company, and such resolutions have not been rescinded, amended, modified, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.
3.  Entire Board. The signatories to the Consent constitute all of the members of the Board of Directors of the Company as of the date thereof and as of the date hereof. No vacancies exist on the Board of Directors.
4.  Incumbency. The following persons are the duly elected or appointed, qualified, and acting officers and directors of the Company as of the date hereof, holding the offices set forth opposite their respective names, and the signatures set forth opposite their respective names are their true and genuine signatures:
5.  Corporate Seal. The Company has not adopted a corporate seal. [No Corporate Seal]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of May 12, 2025.
________________________________________
Name: Alistair Forde
Title: Secretary, Dunmore upstream Finance Corp.
Date: May 12, 2025
[No Corporate Seal]
Term | Detail
Aggregate Principal Amount | $850,000,000
Coupon Rate | 9.375% per annum
Issue Price | 98.50% of par
Gross Proceeds | $837,250,000
Maturity Date | May 1, 2032
Interest Payment Dates | May 1 and November 1 of each year, commencing November 1, 2025
Semi-Annual Interest Payment | $39,843,750
CUSIP (144A) | 265387 AA 5
CUSIP (Reg S) | C2085R AA 2
ISIN (144A) | US265387AA51
ISIN (Reg S) | USC2085RAA24
Minimum Denomination | $2,000; integral multiples of $1,000 in excess thereof
Initial Purchaser | Role | Allocation | Amount
Ridgeline Capital Markets LLC | Lead Left Bookrunner | 55% | $467,500,000
Clarion Securities Inc. | Joint Bookrunner | 30% | $255,000,000
Pinnacle Partners LLC | Co-Manager | 15% | $127,500,000
Total | 100% | $850,000,000
Name | Position (Parent Entity) | Capacity (DUFC)
Marcus Ellingham | Chief Executive Officer of DEH | Director of DUFC
Deepa Rajaram | Chief Financial Officer of DEH | Officer of DUFC
Alistair Forde | General Counsel of DEH | Officer of DUFC
Name | Title(s) | Signature
Marcus Ellingham | Director; Chief Executive Officer | _______
Deepa Rajaram | Director; Chief Financial Officer | _______
Alistair Forde | Director; General Counsel; Secretary | _______

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

DUNMORE UPSTREAM FINANCE CORP.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

GENERAL

EXHIBIT A

SECRETARY'S CERTIFICATE

Record

Parties

Dates

Amounts