1016-00003 · Client 1016 · Corporate Authorization

secretary-certificate-form.docx DOCUMENT Capital Markets

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FORM OF SECRETARY'S / DIRECTOR'S CERTIFICATE

Delivered pursuant to Section [__] of the Purchase Agreement dated May 12, 2025

In connection with the offering of $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032

[THIS IS A BLANK FORM — TO BE COMPLETED AND EXECUTED BY THE APPROPRIATE OFFICER OF EACH ISSUER AND GUARANTOR AT CLOSING]

SECRETARY'S / DIRECTOR'S CERTIFICATE

This Secretary's / Director's Certificate (this "Certificate") is dated as of [Insert Closing Date] (expected: May 15, 2025).

The undersigned, [Insert name and title of Secretary, Assistant Secretary, or authorized Director], hereby certifies that he/she is the duly appointed [Secretary / Assistant Secretary / Director] of [Insert Full Legal Name of Entity], a [Insert jurisdiction of organization and entity type] (the "Company"), and, in such capacity and not in any individual capacity, does hereby further certify, represent, and confirm, for the benefit of the Initial Purchasers and the Trustee, each as defined below, as follows:

RECITALS

WHEREAS, this Certificate is being delivered pursuant to Section [__] of that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among:

(i) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer");

(ii) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers");

(iii) the Guarantors party thereto from time to time (collectively, the "Guarantors"); and

(iv) Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, each in their capacity as initial purchasers (collectively, the "Initial Purchasers");

WHEREAS, in connection with the issuance of $850,000,000 aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes"), the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, in its capacity as trustee (the "Trustee") and collateral agent (the "Collateral Agent"), have entered into or will enter into that certain Indenture, dated as of [Insert Closing Date] (the "Indenture");

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable; and

WHEREAS, this Certificate is being delivered in connection with the closing of the offering of the Notes (the "Closing") pursuant to Section [__] of the Purchase Agreement and is intended to satisfy the conditions precedent to the obligations of the Initial Purchasers set forth therein.

NOW, THEREFORE, the undersigned hereby certifies as follows:

SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

[INSTRUCTION TO PREPARER: The certifying officer should attach, as applicable to the entity type, the documents identified below. For each entity, select only the applicable sub-items. Delete all sub-sections that are not applicable to the entity for which this Certificate is being prepared. Remove this instruction block from the execution version.]

1.1 For Exempted Companies (Cayman Islands)

[Applicable to: Dunmore Energy Holdings Ltd. — Cayman Islands exempted company, Registry No. MC-384726]

(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Memorandum and Articles of Association of the Company, as amended and restated through the date hereof (the "Memorandum and Articles"). The Memorandum and Articles have been duly adopted in accordance with the laws of the Cayman Islands and remain in full force and effect as of the date hereof.

(b) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing (or Certificate of Compliance, as applicable) issued by the Registrar of Companies of the Cayman Islands with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate confirms that the Company is in good standing under the laws of the Cayman Islands and that all filing fees and annual returns required to be paid or filed by the Company have been duly paid or filed.

1.2 For Delaware Corporations

[Applicable to: Dunmore upstream Finance Corp. — Delaware corporation, EIN 93-4728106; and Dunmore Midstream Holdings Inc. — Delaware corporation]

(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Incorporation of the Company, as amended through the date hereof (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware. The Certificate of Incorporation has been duly filed and recorded in accordance with the General Corporation Law of the State of Delaware and remains in full force and effect as of the date hereof.

(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Bylaws of the Company, as amended through the date hereof (the "Bylaws"). The Bylaws have been duly adopted in accordance with the Certificate of Incorporation and the General Corporation Law of the State of Delaware and remain in full force and effect as of the date hereof.

(c) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing (or Certificate of Status) issued by the Secretary of State of the State of Delaware with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate confirms that the Company is in good standing under the laws of the State of Delaware.

1.3 For Delaware Limited Liability Companies

[Applicable to: Dunmore Gulf Operations LLC — Delaware limited liability company; and Dunmore Renewables LLC — Delaware limited liability company]

(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Formation of the Company, as amended through the date hereof (the "Certificate of Formation"), as filed with the Secretary of State of the State of Delaware. The Certificate of Formation has been duly filed and recorded in accordance with the Delaware Limited Liability Company Act and remains in full force and effect as of the date hereof.

(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Limited Liability Company Agreement (or Operating Agreement) of the Company, as amended through the date hereof (the "LLC Agreement"). The LLC Agreement has been duly executed and delivered by the member(s) of the Company in accordance with the Delaware Limited Liability Company Act and the Certificate of Formation and remains in full force and effect as of the date hereof.

1.4 For Nigerian Limited Companies

[Applicable to: Dunmore Nigeria E&P Ltd. — Nigerian limited company registered with the Corporate Affairs Commission]

(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Incorporation of the Company issued by the Corporate Affairs Commission of the Federal Republic of Nigeria (the "CAC"). The Certificate of Incorporation evidences the valid incorporation and existence of the Company under the Companies and Allied Matters Act and applicable laws of the Federal Republic of Nigeria.

(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Memorandum and Articles of Association of the Company, as amended through the date hereof, as registered with the CAC. The Memorandum and Articles of Association have been duly adopted in accordance with the Companies and Allied Matters Act and the other applicable laws of the Federal Republic of Nigeria and remain in full force and effect as of the date hereof.

(c) Attached hereto as Exhibit B-[____] is a certified true and complete copy of a status report (or equivalent confirmation of registration and good standing) issued by the Corporate Affairs Commission with respect to the Company, confirming that the Company is duly registered and has not been struck off or placed in liquidation.

1.5 For Senegalese Sociétés Anonymes

[Applicable to: Dunmore Senegal S.A. — Senegalese société anonyme organized under the laws of the Republic of Senegal]

(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Statuts (Articles of Association) of the Company, as amended through the date hereof (the "Statuts"). The Statuts have been duly adopted in accordance with the provisions of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) Uniform Act on Commercial Companies and Economic Interest Groups and the applicable laws of the Republic of Senegal and remain in full force and effect as of the date hereof.

(b) Attached hereto as Exhibit B-[____] is a certified true and complete copy of the Extrait du Registre du Commerce et du Crédit Mobilier (the "RCCM Extract"), as issued by the competent Tribunal de Commerce or Greffe with respect to the Company. The RCCM Extract confirms the Company's current registration and legal existence under the laws of the Republic of Senegal.

1.6 For English and Welsh Private Limited Companies

[Applicable to: Dunmore Trading Ltd. — private limited company incorporated in England and Wales]

(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Articles of Association of the Company, as amended through the date hereof (the "Articles"). The Articles have been duly adopted in accordance with the Companies Act 2006 and remain in full force and effect as of the date hereof.

(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Incorporation of the Company (and, if applicable, any Certificate of Incorporation on Change of Name), as issued by the Registrar of Companies for England and Wales. Such certificate(s) evidence(s) the valid incorporation and continued existence of the Company under the Companies Act 2006.

(c) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing or a company search printout from Companies House with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate or printout confirms that the Company has not been dissolved, struck off, or entered into liquidation, administration, or any analogous proceedings.

1.7 General Certification

The copies of the organizational documents of the Company attached hereto as Exhibits A-[__] (collectively, the "Organizational Documents") are true, correct, and complete copies of such documents as in effect on the date hereof. No amendments, modifications, or supplements have been made to such documents since the dates indicated therein, except as reflected in the copies attached hereto. The Organizational Documents constitute all of the charter, governing, and organizational documents of the Company.

SECTION 2: CERTIFICATION OF RESOLUTIONS

Attached hereto as Exhibit C-[____] is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the [Board of Directors / Board of Managers / Sole Member / shareholders, as applicable] of the Company on [Insert date of adoption], by [unanimous written consent / at a meeting duly called and held at which a quorum was present and acting throughout].

The undersigned hereby certifies that such Resolutions:

(a) were duly adopted in accordance with the Organizational Documents of the Company and all applicable laws of the Company's jurisdiction of organization, including, without limitation, any applicable requirements as to notice, quorum, and voting;

(b) have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof, and no other resolutions have been adopted by the [Board of Directors / Board of Managers / Sole Member / shareholders] of the Company that would in any way modify, limit, or supersede the authority granted under the Resolutions;

(c) authorize the execution, delivery, and performance by the Company of each Transaction Document to which it is or will be a party, including, without limitation, as applicable:

(i) For Issuers: the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, the Security Documents (including, without limitation, any pledge agreements, security agreements, mortgages, deeds of trust, account control agreements, and intellectual property security agreements), and all ancillary agreements, instruments, certificates, and documents contemplated thereby or required to be delivered in connection therewith;

(ii) For Guarantors: the Guarantee (as set forth in the Indenture or in a separate instrument of guarantee, as applicable), the applicable Collateral Agreement(s) and/or Security Documents (including, without limitation, any pledge agreements, security agreements, mortgages, deeds of trust, account control agreements, share charges, debentures, and intellectual property security agreements), and all ancillary agreements, instruments, certificates, and documents contemplated thereby or required to be delivered in connection therewith;

and (d) authorize and empower the officers and/or directors of the Company identified in Section 3 of this Certificate to execute and deliver, on behalf of the Company, each of the Transaction Documents and any and all agreements, instruments, certificates, filings, and documents as may be necessary or desirable in connection therewith, and to take such other actions as may be necessary or appropriate to consummate the transactions contemplated thereby.

[INSTRUCTION TO PREPARER: Attach the applicable board/member resolutions as Exhibit C. For Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp., these should be the resolutions authorizing the issuance of the Notes and execution of all Transaction Documents. For each Guarantor, these should be the resolutions authorizing the execution and delivery of the guarantee and applicable security documents. Remove this instruction block from the execution version.]

SECTION 3: CERTIFICATION OF INCUMBENCY

The undersigned hereby certifies that, as of the date hereof, the following persons are the duly elected or appointed officers and/or directors of the Company, holding the offices and titles set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such person has been duly authorized pursuant to the Resolutions attached hereto as Exhibit C-[__] and the Organizational Documents of the Company to act on behalf of the Company in connection with the transactions contemplated by the Transaction Documents:

[INSTRUCTION TO PREPARER: Complete for each individual authorized by the Resolutions attached as Exhibit C to execute Transaction Documents on behalf of the Company. Include specimen signatures. Add additional rows as necessary. Remove this instruction block from the execution version.]

Each such person identified in the table above is duly authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents to which the Company is a party and any certificate, instrument, agreement, or other document to be delivered by or on behalf of the Company in connection therewith. The authority of each such person to act on behalf of the Company has not been revoked, terminated, or otherwise limited as of the date hereof.

SECTION 4: CERTIFICATION OF NO DISSOLUTION, WINDING-UP, OR PROCEEDINGS

The undersigned hereby certifies that, as of the date hereof:

(a) No petition, application, or resolution for the winding-up, dissolution, liquidation, or termination of the Company has been presented, filed, or adopted, whether voluntarily or involuntarily, and no steps have been taken or are contemplated to initiate any such process with respect to the Company;

(b) No receiver, manager, administrator, administrative receiver, trustee in bankruptcy, liquidator, provisional liquidator, compulsory manager, or similar official has been appointed over the Company or over all or any material part of the Company's assets or revenues, and no steps have been taken or are contemplated to effect any such appointment;

(c) No proceedings have been commenced, instituted, or, to the best of the undersigned's knowledge after due inquiry, threatened against the Company for the bankruptcy, insolvency, reorganization, composition with creditors, judicial management, scheme of arrangement, or any analogous process under the laws of the Company's jurisdiction of organization or any other jurisdiction in which the Company conducts business or has material assets; and

(d) The Company has not made a general assignment for the benefit of creditors, nor has the Company admitted in writing its inability to pay its debts generally as they become due.

SECTION 5: CERTIFICATION OF NO AMENDMENTS OR CONFLICTS

The undersigned hereby certifies that, as of the date hereof:

(a) The Organizational Documents attached hereto as Exhibits A-[__] have not been further amended, modified, supplemented, restated, or otherwise changed since the respective dates thereof, except as reflected in the copies attached hereto. The copies attached hereto constitute the complete and current versions of all Organizational Documents of the Company;

(b) The execution, delivery, and performance by the Company of each of the Transaction Documents to which the Company is a party do not and will not (i) violate, conflict with, or result in a breach of any provision of the Organizational Documents of the Company, (ii) violate, conflict with, or result in a breach of any provision of any resolution of the Board of Directors, Board of Managers, Sole Member, shareholders, or other governing body of the Company, or (iii) to the best of the undersigned's knowledge after due inquiry, violate, conflict with, or result in a breach of any order, judgment, injunction, decree, or ruling of any governmental authority or court applicable to the Company; and

(c) All consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses, and permits of or with any governmental authority, regulatory body, or other third party that are required for the valid execution, delivery, and performance by the Company of each Transaction Document to which the Company is a party have been duly obtained or made and are in full force and effect as of the date hereof, and no such consent, approval, authorization, order, registration, filing, qualification, license, or permit has been revoked, suspended, modified, or withdrawn.

SECTION 6: ADDITIONAL REPRESENTATIONS

[INSTRUCTION TO PREPARER: Include any entity-specific representations required under the Purchase Agreement or by local counsel opinion requirements. For non-U.S. entities, include confirmation of any applicable foreign law compliance, as set forth below. Select only the applicable provisions for the entity for which this Certificate is being prepared and delete all others. Remove this instruction block from the execution version.]

For Dunmore Nigeria E&P Ltd. (if applicable):

(a) The Company has complied in all material respects with all applicable requirements of the Nigerian Investment Promotion Commission Act (as amended) and all rules and regulations promulgated thereunder, including any applicable registration, notification, or reporting requirements with respect to foreign ownership, capital importation, and the transactions contemplated by the Transaction Documents.

(b) All amounts payable by or on behalf of the Company under or in connection with the Transaction Documents may be paid in United States dollars or other freely convertible currency and may be freely transferred outside the Federal Republic of Nigeria without any approval, license, consent, or authorization of the Central Bank of Nigeria or any other governmental authority, or, to the extent that any such approval, license, consent, or authorization is required, such approval, license, consent, or authorization has been duly obtained and is in full force and effect.

For Dunmore Senegal S.A. (if applicable):

(a) The Company has complied in all material respects with all applicable requirements of the OHADA Uniform Acts, including the Uniform Act on Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au Droit des Sociétés Commerciales et du Groupement d'Intérêt Économique), as such Uniform Acts apply to the Company and the transactions contemplated by the Transaction Documents.

(b) All corporate formalities required under the laws of the Republic of Senegal and the applicable OHADA Uniform Acts for the valid execution, delivery, and performance by the Company of the Transaction Documents have been duly observed and complied with, including any required filings with the Registre du Commerce et du Crédit Mobilier or notifications to governmental or regulatory authorities.

For Dunmore Trading Ltd. (if applicable):

(a) The Company has complied in all material respects with all applicable requirements of the Companies Act 2006 (as amended) and all rules, regulations, and orders promulgated thereunder, including any requirements relating to the execution and delivery of guarantees, the granting of security interests, and the provision of financial assistance, in each case to the extent applicable to the Company and the transactions contemplated by the Transaction Documents.

(b) The Company has complied with Section 172 of the Companies Act 2006, and the directors of the Company have, in authorizing the transactions contemplated by the Transaction Documents, acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set forth in Section 172(1)(a) through (f) of the Companies Act 2006.

(c) The execution and delivery of the Transaction Documents by the Company does not constitute unlawful financial assistance within the meaning of Part 18 of the Companies Act 2006, or, to the extent that Part 18 is applicable, the Company has complied with the applicable whitewash or other exemption procedures set forth therein.

[SIGNATURE PAGE FOLLOWS]

[INSTRUCTION TO PREPARER: This Certificate is to be executed by the Secretary, Assistant Secretary, or an authorized Director of each entity. A separate certificate should be prepared and executed for each of the following entities:

1. Dunmore Energy Holdings Ltd. (Issuer)

2. Dunmore upstream Finance Corp. (Co-Issuer)

3. Dunmore Nigeria E&P Ltd. (Guarantor)

4. Dunmore Gulf Operations LLC (Guarantor)

5. Dunmore Renewables LLC (Guarantor)

6. Dunmore Senegal S.A. (Guarantor)

7. Dunmore Midstream Holdings Inc. (Guarantor)

8. Dunmore Trading Ltd. (Guarantor)

Remove this instruction block from the execution version.]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's / Director's Certificate as of the date first written above.

________________________________________

Name: [Insert name]

Title: [Secretary / Assistant Secretary / Director]

of [Insert Full Legal Name of Entity]

Counter-Certification.

[INSTRUCTION TO PREPARER: Where applicable — and in particular for entities where local counsel or the Initial Purchasers' counsel requires confirmation of the certifying officer's identity and authority — include the following counter-certification by a Director or other officer of the Company who is not the certifying officer. Remove this instruction block from the execution version.]

I, [Insert name], a [Director / Officer] of [Insert Full Legal Name of Entity] (the "Company"), hereby certify that [Insert name of certifying officer] is the duly appointed [Secretary / Assistant Secretary / Director] of the Company and that the signature set forth above is [his/her] true and genuine signature. I further confirm that, as of the date hereof, [Insert name of certifying officer] is authorized to deliver this Certificate on behalf of the Company in connection with the Closing.

________________________________________

Name: [Insert name]

Title: [Insert title]

EXHIBIT SCHEDULE

The following exhibits are attached to and form part of this Secretary's / Director's Certificate. Each exhibit is to be tabbed and identified by entity name in the closing binder.

[INSTRUCTION TO PREPARER: Number exhibits sequentially for each entity. The recommended numbering convention is as follows:

• Exhibits A-1 through A-8 (Organizational Documents for entities 1 through 8)

• Exhibits B-1 through B-8 (Good Standing / Status Certificates for entities 1 through 8)

• Exhibits C-1 through C-8 (Resolutions for entities 1 through 8)

Ensure each exhibit is tabbed and identified by entity name in the closing binder. Where an entity has multiple organizational documents (e.g., Certificate of Incorporation and Bylaws for Delaware corporations), sub-number as appropriate (e.g., Exhibit A-2(a) for Certificate of Incorporation and Exhibit A-2(b) for Bylaws).

Remove this instruction block from the execution version.]

GENERAL INSTRUCTIONS AND NOTES TO PREPARER

[THIS ENTIRE PAGE IS TO BE REMOVED FROM THE EXECUTION VERSION OF THIS CERTIFICATE]

The following instructions are provided for the guidance of counsel and transaction participants in preparing the execution versions of this Certificate for each entity. These instructions are internal work product and should not appear in any version of the Certificate delivered at Closing.

1. Entity-Specific Adaptation. This form must be adapted for each entity based on its jurisdiction of organization and entity type. The certifying officer should select only the applicable sub-sections of Section 1 and Section 6, and should delete all inapplicable provisions. The bracketed instructions and placeholders throughout this form should be completed with the relevant information and thereafter removed from the execution version.

2. Cayman Islands Entities (Dunmore Energy Holdings Ltd.). For the Certificate to be delivered on behalf of Dunmore Energy Holdings Ltd., coordinate with Kincaid & Moreau LLP (Cayman Islands counsel) regarding the appropriate form of Certificate of Good Standing or Certificate of Compliance to be issued by the Registrar of Companies of the Cayman Islands. Confirm the required dating conventions and whether the Registrar will issue the certificate sufficiently in advance of the anticipated Closing Date.

3. Nigerian Entities (Dunmore Nigeria E&P Ltd.). For the Certificate to be delivered on behalf of Dunmore Nigeria E&P Ltd., coordinate with Abayomi Chambers (Nigerian counsel) regarding the appropriate form of status report or equivalent confirmation to be obtained from the Corporate Affairs Commission. Confirm any requirements for notarization, apostille, or consular legalization of the Certificate and/or the attached exhibits. Verify compliance with any Nigerian Investment Promotion Commission requirements applicable to the transaction.

4. Senegalese Entities (Dunmore Senegal S.A.). For the Certificate to be delivered on behalf of Dunmore Senegal S.A., coordinate with Theron Moss & Associates SARL (Senegalese counsel) regarding the appropriate form of RCCM extract and any additional formalities required under Senegalese law and the applicable OHADA Uniform Acts. Confirm whether any translation or legalization requirements apply.

5. English Entities (Dunmore Trading Ltd.). For the Certificate to be delivered on behalf of Dunmore Trading Ltd., coordinate with Cresswell & Greaves LLP (English counsel) regarding the appropriate form of Companies House search or Certificate of Good Standing and any additional representations required under the Companies Act 2006, including with respect to financial assistance, directors' duties, and corporate benefit.

6. U.S. Entities (Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc.). For each U.S. entity, obtain a Certificate of Good Standing (or Certificate of Status) from the Secretary of State of the State of Delaware, dated as close to the Closing Date as practicable. Confirm current registered agent and registered office information. For limited liability company entities, confirm whether the LLC Agreement requires member approval or manager approval for the transactions contemplated by the Transaction Documents.

7. Delivery and Distribution. All Certificates should be delivered at Closing on the expected settlement date (May 15, 2025). Original executed Certificates (with all exhibits attached) are to be included in the closing binder. Copies of all Certificates and exhibits are to be delivered to:

(a) Northgate Trust Company, N.A. (in its capacity as Trustee and Collateral Agent);

(b) Whitfield Baxter & Cohn LLP (counsel to the Initial Purchasers); and

8. Matter Reference. For Calderwood & Harkness LLP internal tracking purposes, the matter number for this transaction is: [Insert C&H matter number]. All time entries, disbursements, and correspondence relating to the preparation and delivery of these Certificates should reference this matter number.

[END OF FORM]

Name	Title / Office	Signature
[Insert name]	[Insert title — e.g., Chief Executive Officer]	_____
[Insert name]	[Insert title — e.g., Chief Financial Officer]	_____
[Insert name]	[Insert title — e.g., General Counsel / Secretary]	_____
[Insert name]	[Insert title — e.g., Director / Manager]	_____
[Insert name]	[Insert title]	_____
Exhibit	Description
Exhibit A-[__]	Organizational Documents — Memorandum and Articles of Association / Certificate of Incorporation / Bylaws / Certificate of Formation / Limited Liability Company Agreement / Statuts (Articles of Association) / Articles of Association, as applicable to the entity type
Exhibit B-[__]	Good Standing Certificate / Certificate of Compliance / Status Report from the Corporate Affairs Commission / Extrait du Registre du Commerce et du Crédit Mobilier (RCCM Extract) / Companies House Certificate of Good Standing or Company Search Printout, as applicable to the entity type and jurisdiction
Exhibit C-[__]	Resolutions of the Board of Directors / Board of Managers / Sole Member / Shareholders, as applicable, authorizing the execution, delivery, and performance of the Transaction Documents

FORM OF SECRETARY'S / DIRECTOR'S CERTIFICATE
Delivered pursuant to Section [__] of the Purchase Agreement dated May 12, 2025
In connection with the offering of $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032
[THIS IS A BLANK FORM — TO BE COMPLETED AND EXECUTED BY THE APPROPRIATE OFFICER OF EACH ISSUER AND GUARANTOR AT CLOSING]
SECRETARY'S / DIRECTOR'S CERTIFICATE
This Secretary's / Director's Certificate (this "Certificate") is dated as of [Insert Closing Date] (expected: May 15, 2025).
The undersigned, [Insert name and title of Secretary, Assistant Secretary, or authorized Director], hereby certifies that he/she is the duly appointed [Secretary / Assistant Secretary / Director] of [Insert Full Legal Name of Entity], a [Insert jurisdiction of organization and entity type] (the "Company"), and, in such capacity and not in any individual capacity, does hereby further certify, represent, and confirm, for the benefit of the Initial Purchasers and the Trustee, each as defined below, as follows:
RECITALS
WHEREAS, this Certificate is being delivered pursuant to Section [__] of that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among:
(i) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer");
(ii) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers");
(iii) the Guarantors party thereto from time to time (collectively, the "Guarantors"); and
(iv) Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, each in their capacity as initial purchasers (collectively, the "Initial Purchasers");
WHEREAS, in connection with the issuance of $850,000,000 aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes"), the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, in its capacity as trustee (the "Trustee") and collateral agent (the "Collateral Agent"), have entered into or will enter into that certain Indenture, dated as of [Insert Closing Date] (the "Indenture");
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable; and
WHEREAS, this Certificate is being delivered in connection with the closing of the offering of the Notes (the "Closing") pursuant to Section [__] of the Purchase Agreement and is intended to satisfy the conditions precedent to the obligations of the Initial Purchasers set forth therein.
NOW, THEREFORE, the undersigned hereby certifies as follows:
SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
[INSTRUCTION TO PREPARER: The certifying officer should attach, as applicable to the entity type, the documents identified below. For each entity, select only the applicable sub-items. Delete all sub-sections that are not applicable to the entity for which this Certificate is being prepared. Remove this instruction block from the execution version.]
1.1 For Exempted Companies (Cayman Islands)
[Applicable to: Dunmore Energy Holdings Ltd. — Cayman Islands exempted company, Registry No. MC-384726]
(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Memorandum and Articles of Association of the Company, as amended and restated through the date hereof (the "Memorandum and Articles"). The Memorandum and Articles have been duly adopted in accordance with the laws of the Cayman Islands and remain in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing (or Certificate of Compliance, as applicable) issued by the Registrar of Companies of the Cayman Islands with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate confirms that the Company is in good standing under the laws of the Cayman Islands and that all filing fees and annual returns required to be paid or filed by the Company have been duly paid or filed.
1.2 For Delaware Corporations
[Applicable to: Dunmore upstream Finance Corp. — Delaware corporation, EIN 93-4728106; and Dunmore Midstream Holdings Inc. — Delaware corporation]
(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Incorporation of the Company, as amended through the date hereof (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware. The Certificate of Incorporation has been duly filed and recorded in accordance with the General Corporation Law of the State of Delaware and remains in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Bylaws of the Company, as amended through the date hereof (the "Bylaws"). The Bylaws have been duly adopted in accordance with the Certificate of Incorporation and the General Corporation Law of the State of Delaware and remain in full force and effect as of the date hereof.
(c) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing (or Certificate of Status) issued by the Secretary of State of the State of Delaware with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate confirms that the Company is in good standing under the laws of the State of Delaware.
1.3 For Delaware Limited Liability Companies
[Applicable to: Dunmore Gulf Operations LLC — Delaware limited liability company; and Dunmore Renewables LLC — Delaware limited liability company]
(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Formation of the Company, as amended through the date hereof (the "Certificate of Formation"), as filed with the Secretary of State of the State of Delaware. The Certificate of Formation has been duly filed and recorded in accordance with the Delaware Limited Liability Company Act and remains in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Limited Liability Company Agreement (or Operating Agreement) of the Company, as amended through the date hereof (the "LLC Agreement"). The LLC Agreement has been duly executed and delivered by the member(s) of the Company in accordance with the Delaware Limited Liability Company Act and the Certificate of Formation and remains in full force and effect as of the date hereof.
(c) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing (or Certificate of Status) issued by the Secretary of State of the State of Delaware with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate confirms that the Company is in good standing under the laws of the State of Delaware.
1.4 For Nigerian Limited Companies
[Applicable to: Dunmore Nigeria E&P Ltd. — Nigerian limited company registered with the Corporate Affairs Commission]
(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Incorporation of the Company issued by the Corporate Affairs Commission of the Federal Republic of Nigeria (the "CAC"). The Certificate of Incorporation evidences the valid incorporation and existence of the Company under the Companies and Allied Matters Act and applicable laws of the Federal Republic of Nigeria.
(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Memorandum and Articles of Association of the Company, as amended through the date hereof, as registered with the CAC. The Memorandum and Articles of Association have been duly adopted in accordance with the Companies and Allied Matters Act and the other applicable laws of the Federal Republic of Nigeria and remain in full force and effect as of the date hereof.
(c) Attached hereto as Exhibit B-[____] is a certified true and complete copy of a status report (or equivalent confirmation of registration and good standing) issued by the Corporate Affairs Commission with respect to the Company, confirming that the Company is duly registered and has not been struck off or placed in liquidation.
1.5 For Senegalese Sociétés Anonymes
[Applicable to: Dunmore Senegal S.A. — Senegalese société anonyme organized under the laws of the Republic of Senegal]
(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Statuts (Articles of Association) of the Company, as amended through the date hereof (the "Statuts"). The Statuts have been duly adopted in accordance with the provisions of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) Uniform Act on Commercial Companies and Economic Interest Groups and the applicable laws of the Republic of Senegal and remain in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B-[____] is a certified true and complete copy of the Extrait du Registre du Commerce et du Crédit Mobilier (the "RCCM Extract"), as issued by the competent Tribunal de Commerce or Greffe with respect to the Company. The RCCM Extract confirms the Company's current registration and legal existence under the laws of the Republic of Senegal.
1.6 For English and Welsh Private Limited Companies
[Applicable to: Dunmore Trading Ltd. — private limited company incorporated in England and Wales]
(a) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Articles of Association of the Company, as amended through the date hereof (the "Articles"). The Articles have been duly adopted in accordance with the Companies Act 2006 and remain in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit A-[____] is a certified true and complete copy of the Certificate of Incorporation of the Company (and, if applicable, any Certificate of Incorporation on Change of Name), as issued by the Registrar of Companies for England and Wales. Such certificate(s) evidence(s) the valid incorporation and continued existence of the Company under the Companies Act 2006.
(c) Attached hereto as Exhibit B-[____] is an original or certified copy of a Certificate of Good Standing or a company search printout from Companies House with respect to the Company, dated not more than [__] days prior to the Closing Date. Such certificate or printout confirms that the Company has not been dissolved, struck off, or entered into liquidation, administration, or any analogous proceedings.
1.7 General Certification
The copies of the organizational documents of the Company attached hereto as Exhibits A-[__] (collectively, the "Organizational Documents") are true, correct, and complete copies of such documents as in effect on the date hereof. No amendments, modifications, or supplements have been made to such documents since the dates indicated therein, except as reflected in the copies attached hereto. The Organizational Documents constitute all of the charter, governing, and organizational documents of the Company.
SECTION 2: CERTIFICATION OF RESOLUTIONS
Attached hereto as Exhibit C-[____] is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the [Board of Directors / Board of Managers / Sole Member / shareholders, as applicable] of the Company on [Insert date of adoption], by [unanimous written consent / at a meeting duly called and held at which a quorum was present and acting throughout].
The undersigned hereby certifies that such Resolutions:
(a) were duly adopted in accordance with the Organizational Documents of the Company and all applicable laws of the Company's jurisdiction of organization, including, without limitation, any applicable requirements as to notice, quorum, and voting;
(b) have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof, and no other resolutions have been adopted by the [Board of Directors / Board of Managers / Sole Member / shareholders] of the Company that would in any way modify, limit, or supersede the authority granted under the Resolutions;
(c) authorize the execution, delivery, and performance by the Company of each Transaction Document to which it is or will be a party, including, without limitation, as applicable:
(i) For Issuers: the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, the Security Documents (including, without limitation, any pledge agreements, security agreements, mortgages, deeds of trust, account control agreements, and intellectual property security agreements), and all ancillary agreements, instruments, certificates, and documents contemplated thereby or required to be delivered in connection therewith;
(ii) For Guarantors: the Guarantee (as set forth in the Indenture or in a separate instrument of guarantee, as applicable), the applicable Collateral Agreement(s) and/or Security Documents (including, without limitation, any pledge agreements, security agreements, mortgages, deeds of trust, account control agreements, share charges, debentures, and intellectual property security agreements), and all ancillary agreements, instruments, certificates, and documents contemplated thereby or required to be delivered in connection therewith;
and (d) authorize and empower the officers and/or directors of the Company identified in Section 3 of this Certificate to execute and deliver, on behalf of the Company, each of the Transaction Documents and any and all agreements, instruments, certificates, filings, and documents as may be necessary or desirable in connection therewith, and to take such other actions as may be necessary or appropriate to consummate the transactions contemplated thereby.
[INSTRUCTION TO PREPARER: Attach the applicable board/member resolutions as Exhibit C. For Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp., these should be the resolutions authorizing the issuance of the Notes and execution of all Transaction Documents. For each Guarantor, these should be the resolutions authorizing the execution and delivery of the guarantee and applicable security documents. Remove this instruction block from the execution version.]
SECTION 3: CERTIFICATION OF INCUMBENCY
The undersigned hereby certifies that, as of the date hereof, the following persons are the duly elected or appointed officers and/or directors of the Company, holding the offices and titles set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such person has been duly authorized pursuant to the Resolutions attached hereto as Exhibit C-[__] and the Organizational Documents of the Company to act on behalf of the Company in connection with the transactions contemplated by the Transaction Documents:
[INSTRUCTION TO PREPARER: Complete for each individual authorized by the Resolutions attached as Exhibit C to execute Transaction Documents on behalf of the Company. Include specimen signatures. Add additional rows as necessary. Remove this instruction block from the execution version.]
Each such person identified in the table above is duly authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents to which the Company is a party and any certificate, instrument, agreement, or other document to be delivered by or on behalf of the Company in connection therewith. The authority of each such person to act on behalf of the Company has not been revoked, terminated, or otherwise limited as of the date hereof.
SECTION 4: CERTIFICATION OF NO DISSOLUTION, WINDING-UP, OR PROCEEDINGS
The undersigned hereby certifies that, as of the date hereof:
(a) No petition, application, or resolution for the winding-up, dissolution, liquidation, or termination of the Company has been presented, filed, or adopted, whether voluntarily or involuntarily, and no steps have been taken or are contemplated to initiate any such process with respect to the Company;
(b) No receiver, manager, administrator, administrative receiver, trustee in bankruptcy, liquidator, provisional liquidator, compulsory manager, or similar official has been appointed over the Company or over all or any material part of the Company's assets or revenues, and no steps have been taken or are contemplated to effect any such appointment;
(c) No proceedings have been commenced, instituted, or, to the best of the undersigned's knowledge after due inquiry, threatened against the Company for the bankruptcy, insolvency, reorganization, composition with creditors, judicial management, scheme of arrangement, or any analogous process under the laws of the Company's jurisdiction of organization or any other jurisdiction in which the Company conducts business or has material assets; and
(d) The Company has not made a general assignment for the benefit of creditors, nor has the Company admitted in writing its inability to pay its debts generally as they become due.
SECTION 5: CERTIFICATION OF NO AMENDMENTS OR CONFLICTS
The undersigned hereby certifies that, as of the date hereof:
(a) The Organizational Documents attached hereto as Exhibits A-[__] have not been further amended, modified, supplemented, restated, or otherwise changed since the respective dates thereof, except as reflected in the copies attached hereto. The copies attached hereto constitute the complete and current versions of all Organizational Documents of the Company;
(b) The execution, delivery, and performance by the Company of each of the Transaction Documents to which the Company is a party do not and will not (i) violate, conflict with, or result in a breach of any provision of the Organizational Documents of the Company, (ii) violate, conflict with, or result in a breach of any provision of any resolution of the Board of Directors, Board of Managers, Sole Member, shareholders, or other governing body of the Company, or (iii) to the best of the undersigned's knowledge after due inquiry, violate, conflict with, or result in a breach of any order, judgment, injunction, decree, or ruling of any governmental authority or court applicable to the Company; and
(c) All consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses, and permits of or with any governmental authority, regulatory body, or other third party that are required for the valid execution, delivery, and performance by the Company of each Transaction Document to which the Company is a party have been duly obtained or made and are in full force and effect as of the date hereof, and no such consent, approval, authorization, order, registration, filing, qualification, license, or permit has been revoked, suspended, modified, or withdrawn.
SECTION 6: ADDITIONAL REPRESENTATIONS
[INSTRUCTION TO PREPARER: Include any entity-specific representations required under the Purchase Agreement or by local counsel opinion requirements. For non-U.S. entities, include confirmation of any applicable foreign law compliance, as set forth below. Select only the applicable provisions for the entity for which this Certificate is being prepared and delete all others. Remove this instruction block from the execution version.]
For Dunmore Nigeria E&P Ltd. (if applicable):
(a) The Company has complied in all material respects with all applicable requirements of the Nigerian Investment Promotion Commission Act (as amended) and all rules and regulations promulgated thereunder, including any applicable registration, notification, or reporting requirements with respect to foreign ownership, capital importation, and the transactions contemplated by the Transaction Documents.
(b) All amounts payable by or on behalf of the Company under or in connection with the Transaction Documents may be paid in United States dollars or other freely convertible currency and may be freely transferred outside the Federal Republic of Nigeria without any approval, license, consent, or authorization of the Central Bank of Nigeria or any other governmental authority, or, to the extent that any such approval, license, consent, or authorization is required, such approval, license, consent, or authorization has been duly obtained and is in full force and effect.
For Dunmore Senegal S.A. (if applicable):
(a) The Company has complied in all material respects with all applicable requirements of the OHADA Uniform Acts, including the Uniform Act on Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au Droit des Sociétés Commerciales et du Groupement d'Intérêt Économique), as such Uniform Acts apply to the Company and the transactions contemplated by the Transaction Documents.
(b) All corporate formalities required under the laws of the Republic of Senegal and the applicable OHADA Uniform Acts for the valid execution, delivery, and performance by the Company of the Transaction Documents have been duly observed and complied with, including any required filings with the Registre du Commerce et du Crédit Mobilier or notifications to governmental or regulatory authorities.
For Dunmore Trading Ltd. (if applicable):
(a) The Company has complied in all material respects with all applicable requirements of the Companies Act 2006 (as amended) and all rules, regulations, and orders promulgated thereunder, including any requirements relating to the execution and delivery of guarantees, the granting of security interests, and the provision of financial assistance, in each case to the extent applicable to the Company and the transactions contemplated by the Transaction Documents.
(b) The Company has complied with Section 172 of the Companies Act 2006, and the directors of the Company have, in authorizing the transactions contemplated by the Transaction Documents, acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set forth in Section 172(1)(a) through (f) of the Companies Act 2006.
(c) The execution and delivery of the Transaction Documents by the Company does not constitute unlawful financial assistance within the meaning of Part 18 of the Companies Act 2006, or, to the extent that Part 18 is applicable, the Company has complied with the applicable whitewash or other exemption procedures set forth therein.
[SIGNATURE PAGE FOLLOWS]
[INSTRUCTION TO PREPARER: This Certificate is to be executed by the Secretary, Assistant Secretary, or an authorized Director of each entity. A separate certificate should be prepared and executed for each of the following entities:
1.  Dunmore Energy Holdings Ltd. (Issuer)
2.  Dunmore upstream Finance Corp. (Co-Issuer)
3.  Dunmore Nigeria E&P Ltd. (Guarantor)
4.  Dunmore Gulf Operations LLC (Guarantor)
5.  Dunmore Renewables LLC (Guarantor)
6.  Dunmore Senegal S.A. (Guarantor)
7.  Dunmore Midstream Holdings Inc. (Guarantor)
8.  Dunmore Trading Ltd. (Guarantor)
Remove this instruction block from the execution version.]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's / Director's Certificate as of the date first written above.
________________________________________
Name: [Insert name]
Title: [Secretary / Assistant Secretary / Director]
of [Insert Full Legal Name of Entity]
Counter-Certification.  
[INSTRUCTION TO PREPARER: Where applicable — and in particular for entities where local counsel or the Initial Purchasers' counsel requires confirmation of the certifying officer's identity and authority — include the following counter-certification by a Director or other officer of the Company who is not the certifying officer. Remove this instruction block from the execution version.]
I, [Insert name], a [Director / Officer] of [Insert Full Legal Name of Entity] (the "Company"), hereby certify that [Insert name of certifying officer] is the duly appointed [Secretary / Assistant Secretary / Director] of the Company and that the signature set forth above is [his/her] true and genuine signature. I further confirm that, as of the date hereof, [Insert name of certifying officer] is authorized to deliver this Certificate on behalf of the Company in connection with the Closing.
________________________________________
Name: [Insert name]
Title: [Insert title]
EXHIBIT SCHEDULE
The following exhibits are attached to and form part of this Secretary's / Director's Certificate. Each exhibit is to be tabbed and identified by entity name in the closing binder.
[INSTRUCTION TO PREPARER: Number exhibits sequentially for each entity. The recommended numbering convention is as follows:
•  Exhibits A-1 through A-8 (Organizational Documents for entities 1 through 8)
•  Exhibits B-1 through B-8 (Good Standing / Status Certificates for entities 1 through 8)
•  Exhibits C-1 through C-8 (Resolutions for entities 1 through 8)
Ensure each exhibit is tabbed and identified by entity name in the closing binder. Where an entity has multiple organizational documents (e.g., Certificate of Incorporation and Bylaws for Delaware corporations), sub-number as appropriate (e.g., Exhibit A-2(a) for Certificate of Incorporation and Exhibit A-2(b) for Bylaws).
Remove this instruction block from the execution version.]
GENERAL INSTRUCTIONS AND NOTES TO PREPARER
[THIS ENTIRE PAGE IS TO BE REMOVED FROM THE EXECUTION VERSION OF THIS CERTIFICATE]
The following instructions are provided for the guidance of counsel and transaction participants in preparing the execution versions of this Certificate for each entity. These instructions are internal work product and should not appear in any version of the Certificate delivered at Closing.
1. Entity-Specific Adaptation. This form must be adapted for each entity based on its jurisdiction of organization and entity type. The certifying officer should select only the applicable sub-sections of Section 1 and Section 6, and should delete all inapplicable provisions. The bracketed instructions and placeholders throughout this form should be completed with the relevant information and thereafter removed from the execution version.
2. Cayman Islands Entities (Dunmore Energy Holdings Ltd.). For the Certificate to be delivered on behalf of Dunmore Energy Holdings Ltd., coordinate with Kincaid & Moreau LLP (Cayman Islands counsel) regarding the appropriate form of Certificate of Good Standing or Certificate of Compliance to be issued by the Registrar of Companies of the Cayman Islands. Confirm the required dating conventions and whether the Registrar will issue the certificate sufficiently in advance of the anticipated Closing Date.
3. Nigerian Entities (Dunmore Nigeria E&P Ltd.). For the Certificate to be delivered on behalf of Dunmore Nigeria E&P Ltd., coordinate with Abayomi Chambers (Nigerian counsel) regarding the appropriate form of status report or equivalent confirmation to be obtained from the Corporate Affairs Commission. Confirm any requirements for notarization, apostille, or consular legalization of the Certificate and/or the attached exhibits. Verify compliance with any Nigerian Investment Promotion Commission requirements applicable to the transaction.
4. Senegalese Entities (Dunmore Senegal S.A.). For the Certificate to be delivered on behalf of Dunmore Senegal S.A., coordinate with Theron Moss & Associates SARL (Senegalese counsel) regarding the appropriate form of RCCM extract and any additional formalities required under Senegalese law and the applicable OHADA Uniform Acts. Confirm whether any translation or legalization requirements apply.
5. English Entities (Dunmore Trading Ltd.). For the Certificate to be delivered on behalf of Dunmore Trading Ltd., coordinate with Cresswell & Greaves LLP (English counsel) regarding the appropriate form of Companies House search or Certificate of Good Standing and any additional representations required under the Companies Act 2006, including with respect to financial assistance, directors' duties, and corporate benefit.
6. U.S. Entities (Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc.). For each U.S. entity, obtain a Certificate of Good Standing (or Certificate of Status) from the Secretary of State of the State of Delaware, dated as close to the Closing Date as practicable. Confirm current registered agent and registered office information. For limited liability company entities, confirm whether the LLC Agreement requires member approval or manager approval for the transactions contemplated by the Transaction Documents.
7. Delivery and Distribution. All Certificates should be delivered at Closing on the expected settlement date (May 15, 2025). Original executed Certificates (with all exhibits attached) are to be included in the closing binder. Copies of all Certificates and exhibits are to be delivered to:
(a) Northgate Trust Company, N.A. (in its capacity as Trustee and Collateral Agent);
(b) Whitfield Baxter & Cohn LLP (counsel to the Initial Purchasers); and
(c) Each of the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC).
8. Matter Reference. For Calderwood & Harkness LLP internal tracking purposes, the matter number for this transaction is: [Insert C&H matter number]. All time entries, disbursements, and correspondence relating to the preparation and delivery of these Certificates should reference this matter number.
[END OF FORM]
Name | Title / Office | Signature
[Insert name] | [Insert title — e.g., Chief Executive Officer] | _____
[Insert name] | [Insert title — e.g., Chief Financial Officer] | _____
[Insert name] | [Insert title — e.g., General Counsel / Secretary] | _____
[Insert name] | [Insert title — e.g., Director / Manager] | _____
[Insert name] | [Insert title] | _____
Exhibit | Description
Exhibit A-[__] | Organizational Documents — Memorandum and Articles of Association / Certificate of Incorporation / Bylaws / Certificate of Formation / Limited Liability Company Agreement / Statuts (Articles of Association) / Articles of Association, as applicable to the entity type
Exhibit B-[__] | Good Standing Certificate / Certificate of Compliance / Status Report from the Corporate Affairs Commission / Extrait du Registre du Commerce et du Crédit Mobilier (RCCM Extract) / Companies House Certificate of Good Standing or Company Search Printout, as applicable to the entity type and jurisdiction
Exhibit C-[__] | Resolutions of the Board of Directors / Board of Managers / Sole Member / Shareholders, as applicable, authorizing the execution, delivery, and performance of the Transaction Documents