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FORM OF SUPPLEMENTAL INDENTURE

Supplemental Indenture No. [●]

to the Indenture dated as of May 15, 2025

EXHIBIT [●] TO THE INDENTURE

Governing the 9.375% Senior Secured Notes due 2032

SUPPLEMENTAL INDENTURE

This Supplemental Indenture (this "Supplemental Indenture"), dated as of [●], 20[●], is entered into by and among:

(1) [Insert Full Legal Name of New Guarantor] (the "New Guarantor"), a [Insert type of entity — e.g., limited liability company / corporation / limited partnership] organized and existing under the laws of [Insert jurisdiction of organization], with its principal office located at [Insert address of principal office];

(2) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;

(3) 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"), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005; and

(4) Northgate Trust Company, N.A., a national banking association organized under the laws of the United States of America, as Trustee and Collateral Agent (in such capacities, the "Trustee"), with its Corporate Trust Office located at 100 Wall Street, Suite 1600, New York, New York 10005.

Each of the foregoing parties is referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Issuers, the Guarantors party thereto, and the Trustee entered into that certain Indenture, dated as of May 15, 2025 (as amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), providing for the issuance of Eight Hundred Fifty Million Dollars ($850,000,000) aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), bearing the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; and ISIN (Reg S): USC2085RAA24;

WHEREAS, as of the date of the Indenture, the Notes are guaranteed by the following Guarantor subsidiaries of the Issuer (collectively, the "Existing Guarantors"): (i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria; (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware; (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal; (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and (vi) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales;

WHEREAS, Section [●] of the Indenture requires that, upon the occurrence of certain triggering events — including, without limitation, (a) the acquisition or creation of a new Restricted Subsidiary that is a Domestic Subsidiary, (b) the acquisition or creation of a Restricted Subsidiary that guarantees any other Indebtedness of the Issuers or any Guarantor, or (c) any other event specified in Section [●] of the Indenture — such Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor under the Indenture and assumes all of the obligations of a Guarantor thereunder;

WHEREAS, the New Guarantor is a [Insert description — e.g., newly formed subsidiary / newly acquired subsidiary / Restricted Subsidiary] of the Issuer and is required to become a Guarantor under Section [●] of the Indenture as a result of [Insert description of triggering event — e.g., the acquisition of the New Guarantor by the Issuer / the formation of the New Guarantor as a Restricted Subsidiary / the New Guarantor's guarantee of other Indebtedness of the Issuers];

WHEREAS, the execution and delivery of this Supplemental Indenture by the New Guarantor, the Issuers, and the Trustee have been duly authorized by all necessary corporate, limited liability company, partnership, or other entity action, as applicable, on the part of each such Party, and all conditions precedent and other requirements imposed by the Indenture for the execution and delivery of this Supplemental Indenture have been duly complied with or satisfied;

WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been satisfied, including, without limitation, the delivery to the Trustee of (i) an Officer's Certificate in the form attached hereto as Exhibit B and (ii) an Opinion of Counsel in the form described in Exhibit C hereto; and

WHEREAS, all acts and things necessary to make this Supplemental Indenture a valid, binding, and legal supplement to the Indenture, in accordance with the terms of the Indenture, have been done and performed, and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS; INTERPRETATION

Section 1.01 — Definitions.

All capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the respective meanings assigned to such terms in the Indenture. For purposes of this Supplemental Indenture, the following terms shall have the meanings set forth below:

"Indenture" means the Indenture, dated as of May 15, 2025, among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors party thereto from time to time, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, as amended, supplemented, restated, or otherwise modified from time to time, including by this Supplemental Indenture and any other supplemental indentures entered into pursuant to the terms thereof.

"New Guarantor" means [Insert Full Legal Name of New Guarantor], a [Insert entity type — e.g., limited liability company / corporation / limited partnership] organized and existing under the laws of [Insert jurisdiction of organization].

"New Guarantor Guarantee" means the Guarantee provided by the New Guarantor pursuant to Article 2 of this Supplemental Indenture, including all of the obligations, covenants, agreements, and duties of the New Guarantor arising under or in connection with such Guarantee.

Section 1.02 — Rules of Construction.

(a) All references herein to the "Indenture" shall mean the Indenture as supplemented by this Supplemental Indenture and as may be further amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, and all references in the Indenture and the Notes to the "Indenture" shall be deemed to include this Supplemental Indenture.

(b) The rules of construction and interpretation set forth in Section [●] of the Indenture shall apply to this Supplemental Indenture, mutatis mutandis, as though fully set forth herein. Without limiting the generality of the foregoing, (i) unless the context otherwise requires, words in the singular shall include the plural and vice versa, (ii) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Supplemental Indenture as a whole and not to any particular provision hereof, and (iii) references to Articles, Sections, Exhibits, and Schedules shall refer to Articles, Sections, Exhibits, and Schedules of or to this Supplemental Indenture unless otherwise specified.

(c) All section references contained in this Supplemental Indenture are, unless otherwise expressly stated, references to sections of the Indenture. Any reference herein to a section of the Indenture shall be deemed to include all subsections, paragraphs, and clauses thereof.

(d) The use of the word "including" or "includes" herein shall mean "including, without limitation" or "includes, without limitation," as the case may be.

ARTICLE 2

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.01 — Agreement to Be Bound.

(a) The New Guarantor hereby expressly and unconditionally agrees to be fully bound by all of the terms, conditions, covenants, provisions, agreements, restrictions, and obligations of the Indenture that are applicable to a Guarantor thereunder, in each case as if the New Guarantor had been an original signatory to the Indenture as a Guarantor on the date of execution thereof. Without limiting the generality of the foregoing, the New Guarantor hereby assumes and agrees to perform and observe each and every covenant, agreement, and obligation applicable to a Guarantor under the Indenture, including those set forth in Articles [●] through [●] thereof.

(b) From and after the date of execution and delivery of this Supplemental Indenture, the New Guarantor shall be, and shall be deemed to be, a "Guarantor" for all purposes under the Indenture, the Notes, the Security Documents, and each other document, instrument, and agreement executed or delivered in connection therewith.

(c) All references in the Indenture, the Notes, and the Security Documents to a "Guarantor," the "Guarantors," or any similar term shall be deemed to include the New Guarantor, and each such reference shall be read and construed accordingly, without the need for any further amendment, supplement, or modification of any such document, instrument, or agreement, except as expressly contemplated by this Supplemental Indenture.

Section 2.02 — Guarantee.

(a) The New Guarantor hereby fully, unconditionally, and irrevocably guarantees, on a joint and several basis with each Existing Guarantor and each other Guarantor, to each Holder of Notes authenticated and delivered under the Indenture and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, or the obligations of the Issuers to the Holders or to the Trustee thereunder, the full and punctual payment of:

(i) the principal of, and premium (including any Applicable Premium), if any, and interest (including any Additional Amounts and any Defaulted Interest) on the Notes when and as due, whether at the Stated Maturity thereof, by acceleration, upon any redemption or repurchase (including any Change of Control Offer or Asset Sale Offer), or otherwise, in accordance with the terms of the Notes and the Indenture; and

(ii) all other monetary obligations of the Issuers to the Holders and to the Trustee under the Indenture and the Notes, including fees, indemnities, costs of collection, and expenses (including the reasonable fees and expenses of the Trustee's agents and counsel), whether now existing or hereafter arising, whether or not currently contemplated by the Parties (all such obligations described in clauses (i) and (ii), collectively, the "Guaranteed Obligations").

(b) The New Guarantor Guarantee shall constitute a senior secured obligation of the New Guarantor and shall rank equally in right of payment with all existing and future senior Indebtedness of the New Guarantor, including, without limitation, all obligations under the ABL Credit Facility and any other Pari Passu Indebtedness, and senior in right of payment to any future subordinated Indebtedness of the New Guarantor.

(c) The New Guarantor Guarantee shall be effectively senior to all unsecured Indebtedness of the New Guarantor to the extent of the value of the Collateral securing such Guarantee, and structurally senior to all Indebtedness of any Subsidiary of the New Guarantor that is not a Guarantor.

(d) The New Guarantor Guarantee shall be secured by a first-priority lien (subject to Permitted Liens and the terms of the Intercreditor Agreement) on the Collateral of the New Guarantor, as more particularly described in Article 3 hereof and in the applicable Security Documents executed by the New Guarantor.

(e) The New Guarantor Guarantee is subject in all respects to the provisions and limitations of the Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent), the Issuers, and the Guarantors party thereto from time to time, as amended, supplemented, or otherwise modified from time to time (the "Intercreditor Agreement"). In the event of any conflict between the terms of this Supplemental Indenture or the Indenture and the terms of the Intercreditor Agreement with respect to the relative priorities, rights, and remedies of the Notes Collateral Agent and the ABL Agent in and to the Collateral, the terms of the Intercreditor Agreement shall control.

(f) If the Issuers fail to make any payment of principal of, premium (if any) on, or interest on the Notes (including any Additional Amounts), when and as the same becomes due and payable, whether at the Stated Maturity thereof, by acceleration, upon redemption, or otherwise, the New Guarantor shall make, or cause to be made, such payment in full, in immediately available funds, in the currency in which such payment is required to be made, promptly following demand therefor by the Trustee.

Section 2.03 — Limitation on Guarantee.

(a) Notwithstanding anything to the contrary contained in this Supplemental Indenture or in the Indenture, the obligations of the New Guarantor under the New Guarantor Guarantee shall be limited to the maximum amount that would not render the New Guarantor's obligations under such Guarantee voidable or unenforceable under applicable fraudulent conveyance, fraudulent transfer, or similar laws affecting the rights of creditors generally, including, without limitation, Sections 544, 548, and 550 of Title 11 of the United States Code (the "Bankruptcy Code"), and comparable provisions of applicable state law (including the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, and the Uniform Voidable Transactions Act, as applicable).

(b) Each of the New Guarantor and each Holder of a Note, by its acceptance thereof, hereby confirms that it is the intention of the Parties that the New Guarantor Guarantee not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, or any similar federal, state, or foreign law. To effectuate the foregoing intention, the Trustee, the Holders, and the New Guarantor hereby irrevocably agree that the obligations of the New Guarantor under the New Guarantor Guarantee at any time shall be limited to the maximum amount that would not render the New Guarantor's obligations under such Guarantee subject to avoidance under any such applicable law, after giving effect to all other contingent and fixed liabilities of the New Guarantor and after giving effect to any collections from, or payments made by or on behalf of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee.

Section 2.04 — Contribution.

(a) In order to provide for just and equitable contribution among the Guarantors, the New Guarantor agrees that, in the event any payment or distribution is made by the New Guarantor under the New Guarantor Guarantee, the New Guarantor shall be entitled to a right of contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata share of such payment, based on the ratio of (i) such other Guarantor's net worth (determined in accordance with GAAP on the date of any such payment or distribution) to (ii) the aggregate net worth of all Guarantors (including the New Guarantor), determined as of such date.

(b) Each Guarantor that makes a payment or distribution under its Guarantee in excess of its pro rata share shall be entitled to seek contribution from each other Guarantor that has not paid its pro rata share in accordance with Section 2.04(a); provided, however, that no right of contribution may be exercised by any Guarantor until all Guaranteed Obligations have been paid in full in cash and the Indenture and all Commitments thereunder have been terminated.

Section 2.05 — Waiver of Subrogation.

The New Guarantor hereby unconditionally and irrevocably waives any and all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or any other claim that the New Guarantor may now or hereafter have against the Issuers or any other Guarantor arising out of, or in connection with, the New Guarantor Guarantee or any payment made by the New Guarantor under the New Guarantor Guarantee, in each case, until the Notes and all Guaranteed Obligations under the Indenture and the Notes have been indefeasibly paid in full in cash and the Indenture has been discharged in accordance with its terms. If any amount shall be paid to the New Guarantor on account of any such subrogation, reimbursement, or indemnification right at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Holders and shall be forthwith paid to the Trustee to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Indenture.

Section 2.06 — Guarantee Unconditional.

(a) The obligations of the New Guarantor under this Supplemental Indenture and the New Guarantor Guarantee are absolute, unconditional, and irrevocable, irrespective of, and the New Guarantor hereby irrevocably waives any defense it may now or hereafter have based upon or arising out of:

(i) the validity, regularity, legality, or enforceability of the Notes, the Indenture, or any other agreement or instrument relating thereto;

(ii) the absence of any action to enforce the obligations of the Issuers or any other Guarantor under the Indenture or the Notes, or any failure or delay on the part of the Trustee or any Holder in exercising any right, remedy, or power under the Indenture, the Notes, or any other agreement or instrument;

(iii) any waiver, amendment, modification, or consent granted by any Holder or the Trustee with respect to any provision of the Notes, the Indenture, or any Guarantee;

(iv) any change in the corporate existence, structure, or ownership of the Issuers or any other Guarantor, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting the Issuers or any other Guarantor or their respective assets;

(v) the release or exchange of any collateral securing the Guaranteed Obligations, or the release, amendment, waiver, or modification of any other guarantee of the Guaranteed Obligations;

(vi) any extension, renewal, settlement, compromise, acceleration, or other change in the time, manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations;

(vii) any failure of the Trustee or any Holder to disclose to the New Guarantor any information relating to the financial condition, operations, properties, or prospects of the Issuers or any other Guarantor now or hereafter known to the Trustee or such Holder (the New Guarantor waiving any duty on the part of the Trustee or any Holder to disclose such information); or

(viii) any other act, omission, circumstance, occurrence, or event that might otherwise constitute a legal or equitable discharge, release, or defense of a surety or guarantor, or that might otherwise limit recourse against the New Guarantor.

(b) The New Guarantor Guarantee shall continue to be effective and binding upon the New Guarantor, or shall be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, voided, or must otherwise be returned by any Holder or the Trustee upon the insolvency, bankruptcy, or reorganization of any Issuer or any other Guarantor, or otherwise, all as though such payment had not been made.

(c) The New Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of the insolvency, bankruptcy, or reorganization of any Issuer, any right to require a proceeding first against any Issuer, protest, notice, and all demands whatsoever, and covenants that the New Guarantor Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture, and this Supplemental Indenture.

ARTICLE 3

COLLATERAL; SECURITY INTERESTS

Section 3.01 — Grant of Security Interest.

Simultaneously with the execution and delivery of this Supplemental Indenture, the New Guarantor shall execute and deliver to Northgate Trust Company, N.A., in its capacity as Collateral Agent, a joinder agreement, pledge and security agreement, or other applicable Security Document (collectively, the "New Guarantor Security Documents"), substantially in the form attached hereto as Exhibit A (or in such other form as may be required under the applicable Security Documents delivered in connection with the Indenture), pursuant to which the New Guarantor shall grant to the Collateral Agent, for the benefit of the Holders and the Trustee, a first-priority lien and security interest (subject to Permitted Liens and the terms of the Intercreditor Agreement) on substantially all of the New Guarantor's assets constituting Notes Priority Collateral, including, without limitation:

(a) all equity interests of any Subsidiary of the New Guarantor (limited, in the case of equity interests in any first-tier Foreign Subsidiary that is a CFC or CFC Holdco, to 65% of the outstanding voting equity interests and 100% of the non-voting equity interests of such Foreign Subsidiary);

(b) all tangible personal property and fixtures;

(d) all material hydrocarbon offtake contracts, joint operating agreements, and production sharing contracts;

(e) all intercompany receivables owed to the New Guarantor by any other Guarantor or any Restricted Subsidiary;

(f) all insurance proceeds and condemnation awards; and

(g) all proceeds and products of any of the foregoing.

Section 3.02 — Perfection.

The New Guarantor shall take all actions necessary or advisable to create, preserve, protect, and perfect the security interests granted under Section 3.01 and under the New Guarantor Security Documents, including, without limitation:

(a) if the New Guarantor is organized in a jurisdiction within the United States, filing UCC-1 financing statements (and continuation statements in respect thereof, as necessary) with the appropriate Secretary of State or other filing office of the jurisdiction of organization of the New Guarantor, and in any other jurisdiction in which filing is required or advisable to perfect a security interest in the Collateral;

(b) if applicable, executing and delivering any mortgages, deeds of trust, debentures, charges, pledges, nantissements, security assignments, or other security documents or instruments required under the laws of the jurisdiction of organization of the New Guarantor or the jurisdiction in which any Collateral is located, in each case in form and substance reasonably satisfactory to the Collateral Agent;

(c) delivering to the Collateral Agent all certificated equity interests (if any) of any Subsidiary of the New Guarantor, together with undated stock transfer powers or similar instruments of transfer executed in blank;

(d) executing and delivering control agreements or similar arrangements with respect to any deposit accounts, securities accounts, or commodity accounts of the New Guarantor, to the extent constituting Notes Priority Collateral;

(e) providing such evidence of insurance coverage as may be required by the Collateral Agent, naming the Collateral Agent as loss payee or additional insured, as applicable; and

(f) taking such other actions as the Collateral Agent may reasonably request from time to time to perfect, preserve, or protect the liens and security interests in the Collateral of the New Guarantor, including, without limitation, executing and delivering supplemental or additional security documents.

Section 3.03 — Intercreditor Agreement.

(a) The New Guarantor hereby acknowledges, agrees to, and confirms that it shall be bound by all of the terms, conditions, and provisions of the Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the ABL Credit Facility), the Issuers, and the Guarantors party thereto from time to time, as such Intercreditor Agreement may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

(b) Without limiting the generality of the foregoing, the New Guarantor acknowledges and agrees to the designation and treatment under the Intercreditor Agreement of:

(i) ABL Priority Collateral, consisting primarily of accounts receivable, inventory, deposit accounts (other than those constituting Notes Priority Collateral), and related assets, with respect to which the ABL Agent shall have a first-priority lien and the Notes Collateral Agent shall have a second-priority lien; and

(ii) Notes Priority Collateral, consisting primarily of property, plant, and equipment (PP&E), equity interests in Subsidiaries, intellectual property, material contracts (including hydrocarbon offtake contracts, production sharing contracts, and joint operating agreements), insurance proceeds, and related assets, with respect to which the Notes Collateral Agent shall have a first-priority lien and the ABL Agent shall have a second-priority lien.

(c) The New Guarantor agrees to execute and deliver such joinder agreements, acknowledgments, or other instruments as may be necessary or appropriate to evidence its agreement to be bound by the terms of the Intercreditor Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE NEW GUARANTOR

The New Guarantor hereby represents and warrants to each other Party hereto, as of the date hereof, as follows:

Section 4.01 — Organization and Good Standing.

The New Guarantor is a [Insert entity type — e.g., limited liability company / corporation / limited partnership] duly organized, validly existing, and in good standing (or, if applicable, the equivalent status under the laws of its jurisdiction of organization) under the laws of [Insert jurisdiction of organization]. The New Guarantor has the requisite organizational power and authority to own, lease, and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted. The New Guarantor is duly qualified, licensed, or registered to transact business and is in good standing in each jurisdiction in which the nature of its business or the location of its properties requires such qualification, licensing, or registration, except where the failure to be so qualified, licensed, or registered would not reasonably be expected to have a Material Adverse Effect.

Section 4.02 — Authorization.

The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture and any related Security Documents to which the New Guarantor is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary [corporate / limited liability company / partnership / other applicable entity] action on the part of the New Guarantor. No further approval, consent, authorization, order, registration, qualification, or filing of or with any court, governmental authority, regulatory body, or other person is required on the part of the New Guarantor in connection with the execution, delivery, and performance of this Supplemental Indenture, except as have been obtained and are in full force and effect.

Section 4.03 — Enforceability.

This Supplemental Indenture has been duly executed and delivered by the New Guarantor and constitutes, and each New Guarantor Security Document, when duly executed and delivered by the New Guarantor, will constitute, the valid and binding obligation of the New Guarantor, enforceable against the New Guarantor in accordance with its terms, subject in each case to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, and other similar laws affecting or relating to the enforcement of creditors' rights generally, (b) general principles of equity (whether considered in a proceeding in equity or at law), and (c) an implied covenant of good faith and fair dealing.

Section 4.04 — No Conflict.

The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture and the New Guarantor Security Documents, and the consummation of the transactions contemplated hereby and thereby, will not:

(a) violate, conflict with, or result in a breach or contravention of, or constitute a default under, the certificate or articles of incorporation, bylaws, limited liability company agreement, partnership agreement, or other organizational or governing documents of the New Guarantor;

(b) result in a breach of, or constitute a default or an event of default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default or an event of default) under, or give rise to any right of termination, cancellation, amendment, or acceleration of any obligation under, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the properties or assets of the New Guarantor under, any material agreement, indenture, credit facility, or other instrument to which the New Guarantor is a party or by which any of its properties or assets is bound; or

(c) violate any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order, writ, or decree of any governmental authority applicable to the New Guarantor or any of its properties or assets, including, without limitation, the regulations administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), and the United Kingdom Bribery Act 2010 (the "UK Bribery Act").

Section 4.05 — Governmental Approvals.

No governmental authorization, approval, consent, license, permit, registration, filing, notice, or qualification with or of any federal, state, local, or foreign governmental authority or regulatory body is required for the execution, delivery, and performance by the New Guarantor of this Supplemental Indenture or any New Guarantor Security Document, or for the granting of the security interests contemplated hereby and thereby, except (a) such as have been duly obtained, effected, or given and are in full force and effect and (b) filings necessary for the perfection of the security interests created under the New Guarantor Security Documents (including UCC financing statement filings and, if applicable, filings in non-U.S. jurisdictions).

Section 4.06 — Sanctions Representations.

(a) The New Guarantor represents and warrants that neither the New Guarantor nor any of its directors, officers, employees, or, to the knowledge of the New Guarantor, agents is a person that is, or is 50% or more owned (directly or indirectly, individually or in the aggregate) by one or more persons that are:

(i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), including any person listed on OFAC's Specially Designated Nationals and blocked Persons List ("SDN List"), OFAC's Sectoral Sanctions Identification List, or any other Sanctions-related list maintained by any of the foregoing governmental authorities; or

(ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of Sanctions broadly restricting or prohibiting dealings with such country or territory (as of the date of this Supplemental Indenture, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) (each, a "Sanctioned Country").

(b) The New Guarantor will not, directly or indirectly, use the proceeds of the Notes, or lend, contribute, or otherwise make available such proceeds to any Subsidiary, joint venture partner, or other person or entity:

(i) for the purpose of funding or facilitating any activities of or business with any person that, at the time of such funding, is the subject of Sanctions; or

(ii) for the purpose of funding or facilitating any activities of or business in any Sanctioned Country; or

(iii) in any other manner that would result in a violation of any Sanctions by any person (including any person participating in the transactions contemplated by the Indenture, whether as underwriter, advisor, investor, or otherwise).

ARTICLE 5

COVENANTS OF THE NEW GUARANTOR

Section 5.01 — Assumption of Covenants.

The New Guarantor hereby covenants and agrees that, from and after the date of execution and delivery of this Supplemental Indenture, it will comply with and be bound by all of the covenants, agreements, and obligations set forth in the Indenture that are applicable to a Guarantor, including, without limitation, the following covenants of the Indenture (each as more fully set forth therein):

(a) Limitation on Indebtedness — The New Guarantor shall not incur any Indebtedness except as permitted under Section [●] of the Indenture;

(b) Limitation on Restricted Payments — The New Guarantor shall not make any Restricted Payment except as permitted under Section [●] of the Indenture;

(c) Limitation on Liens — The New Guarantor shall not create, incur, assume, or suffer to exist any Lien on any of its properties or assets except Permitted Liens and as permitted under Section [●] of the Indenture;

(d) Limitation on Asset Sales — The New Guarantor shall not consummate any Asset Sale except as permitted under Section [●] of the Indenture;

(e) Limitation on Transactions with Affiliates — The New Guarantor shall not enter into any transaction or series of related transactions with any Affiliate of the Issuer except as permitted under Section [●] of the Indenture;

(f) Reporting Requirements — The New Guarantor shall furnish to the Trustee and the Holders such reports, certificates, financial statements, and other information as may be required under Section [●] of the Indenture, including timely cooperation with the Issuer in the preparation and filing of all periodic reports and other materials required to be delivered thereunder;

(g) OFAC and Sanctions Compliance — The New Guarantor shall comply with, and shall cause each of its Subsidiaries to comply with, all applicable Sanctions and anti-money laundering laws and regulations, including the Bank Secrecy Act and the USA PATRIOT Act; and

(h) Anti-Corruption — The New Guarantor shall comply with, and shall cause each of its Subsidiaries to comply with, all applicable anti-bribery and anti-corruption laws, including the FCPA and the UK Bribery Act, and shall maintain internal controls and procedures reasonably designed to ensure such compliance.

Section 5.02 — Delivery of Opinions and Certificates.

Simultaneously with the execution and delivery of this Supplemental Indenture, the New Guarantor shall deliver, or cause to be delivered, to the Trustee each of the following:

(a) Officer's Certificate. An Officer's Certificate, substantially in the form attached hereto as Exhibit B, executed by an authorized officer of the New Guarantor, certifying that all conditions precedent set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been duly complied with and satisfied, that no Default or Event of Default exists under the Indenture or would result from the execution and delivery of this Supplemental Indenture, and containing such other certifications as may be required by the Indenture.

(b) Opinion of Counsel. An Opinion of Counsel, addressed to the Trustee, substantially in the form described in Exhibit C hereto, from counsel to the New Guarantor (which, for a New Guarantor organized in the United States, shall be Calderwood & Harkness LLP or such other nationally recognized counsel reasonably acceptable to the Trustee, and for a New Guarantor organized outside the United States, shall include an opinion of applicable local counsel in the jurisdiction of organization of the New Guarantor), confirming (i) the due organization, valid existence, and good standing of the New Guarantor; (ii) the due authorization, execution, delivery, and enforceability of this Supplemental Indenture, the New Guarantor Guarantee, and any related Security Documents by and against the New Guarantor; (iii) the validity and perfection (or the steps necessary for perfection) of the security interests granted by the New Guarantor under the New Guarantor Security Documents; and (iv) such other matters as the Trustee may reasonably request.

(c) Organizational Documents and Resolutions. Copies of the organizational documents of the New Guarantor (certified by the Secretary or other authorized officer of the New Guarantor), resolutions of the board of directors, board of managers, general partner, or equivalent governing body of the New Guarantor authorizing the execution, delivery, and performance of this Supplemental Indenture and the New Guarantor Security Documents, incumbency certificates with respect to each person executing this Supplemental Indenture on behalf of the New Guarantor, and such other documents and certificates as the Trustee may reasonably request to evidence the authority and capacity of the New Guarantor to enter into and perform its obligations under this Supplemental Indenture.

ARTICLE 6

RELEASE OF GUARANTEE

Section 6.01 — Conditions for Release.

(a) The New Guarantor Guarantee shall be automatically and unconditionally released, and the New Guarantor shall be automatically and unconditionally released from all of its obligations under this Supplemental Indenture and the Indenture (as a Guarantor), without the need for any further action by the Trustee, the Collateral Agent, any Holder, or any other person, upon the occurrence of any of the following events, in each case as more fully set forth in Section [●] of the Indenture:

(i) the sale, transfer, or other disposition (including by way of merger, consolidation, or otherwise) of all or substantially all of the assets of the New Guarantor, or the sale, transfer, or other disposition of all of the equity interests of the New Guarantor, in each case in a transaction that is permitted under the Indenture and that results in the New Guarantor ceasing to be a Restricted Subsidiary of the Issuer;

(ii) the designation of the New Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture;

(iii) the legal defeasance or covenant defeasance of the Notes in accordance with Article [●] of the Indenture;

(iv) the satisfaction and discharge of the Indenture in accordance with Article [●] of the Indenture; or

(v) any other event or circumstance specified in Section [●] of the Indenture as giving rise to the release of a Guarantor's Guarantee.

(b) Upon the release of the New Guarantor Guarantee pursuant to this Section 6.01, the security interests in the Collateral of the New Guarantor shall be automatically released in accordance with the terms of the applicable Security Documents and the Intercreditor Agreement, and the Collateral Agent shall, at the request and expense of the Issuers, execute and deliver such instruments of release, termination, and satisfaction, and take such other actions, as may be reasonably necessary to evidence such release.

(c) The Trustee shall have no obligation to independently verify or confirm the occurrence of any event described in Section 6.01(a) and shall be entitled to rely conclusively upon the delivery of an Officer's Certificate and, if required by the Indenture, an Opinion of Counsel, each confirming that the applicable conditions for release have been satisfied.

ARTICLE 7

MISCELLANEOUS

Section 7.01 — Effectiveness.

This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the New Guarantor, the Issuers, and the Trustee. From and after such effective date, the New Guarantor shall be a Guarantor for all purposes under the Indenture, the Notes, the Security Documents, and each other document, instrument, or agreement executed or delivered in connection therewith.

Section 7.02 — Indenture Remains in Full Force and Effect.

Except as expressly supplemented, modified, and amended by this Supplemental Indenture, the Indenture and the Notes shall continue in full force and effect in accordance with their respective terms, and all of the provisions of the Indenture and the Notes are hereby ratified and confirmed in all respects. The Indenture, as supplemented by this Supplemental Indenture, shall hereafter be read, taken, and construed as one and the same instrument. All references in the Indenture to "this Indenture," "herein," "hereof," "hereby," and words of similar import shall be deemed to refer to the Indenture as supplemented by this Supplemental Indenture.

Section 7.03 — Conflict.

In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Supplemental Indenture and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall prevail and govern in all respects; provided, however, that to the extent this Supplemental Indenture expressly modifies, supplements, or adds to the provisions of the Indenture in respect of the New Guarantor's joinder, the New Guarantor Guarantee, or the Collateral of the New Guarantor, this Supplemental Indenture shall control with respect to the subject matter thereof.

Section 7.04 — Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURE AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS-OF-LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) Consent to Jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Supplemental Indenture. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplemental Indenture in any such court, and any defense or claim of inconvenient forum. Each of the Parties agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(c) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.05 — Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

Section 7.06 — Headings.

The headings of the Articles and Sections of this Supplemental Indenture are inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture, and shall in no way modify, restrict, or affect the meaning or interpretation of any of the terms or provisions of this Supplemental Indenture.

Section 7.07 — Trustee Disclaimers.

(a) Northgate Trust Company, N.A. hereby accepts the trusts created by this Supplemental Indenture and agrees to perform the duties and obligations imposed upon the Trustee and the Collateral Agent hereunder, on and subject to the same terms, conditions, protections, immunities, and limitations as are set forth in the Indenture (including Article [●] thereof), all of which are incorporated herein by reference as if set forth at length herein.

(b) The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture, the New Guarantor Guarantee, or any New Guarantor Security Document, or for the correctness of the recitals, statements, representations, or warranties of the New Guarantor, the Issuers, or any other party herein or therein. The Trustee makes no representations whatsoever as to the value, condition, or sufficiency of the Collateral or the priority of the security interests created thereunder, or as to the title of any party to the Collateral.

(c) The Trustee shall be entitled to all of the rights, protections, immunities, and indemnities afforded to the Trustee under the Indenture, including, without limitation, the right to rely upon Officer's Certificates, Opinions of Counsel, and other certificates and documents delivered to it in accordance with the terms of the Indenture and this Supplemental Indenture, and shall not be liable for any action taken, suffered, or omitted by it in good faith and reasonably believed by it to be authorized or within the scope of its authority under the Indenture and this Supplemental Indenture.

(d) The permissive rights of the Trustee enumerated in the Indenture shall not be construed as duties, and the Trustee shall not be answerable for other than its own negligence, willful misconduct, or bad faith.

Section 7.08 — Notices.

All notices and other communications hereunder shall be made in accordance with the notice provisions set forth in Section [●] of the Indenture. For purposes of such notice provisions, the addresses for the Parties shall be as follows:

If to the New Guarantor:

[Insert Full Legal Name of New Guarantor] [Insert Street Address] [Insert City, State/Province, Postal Code, Country]

Attention: [Insert name and/or title]

Email: [Insert email address]

If to the Issuers:

Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands

with a copy (which shall not constitute notice) to:

Dunmore Energy Holdings Ltd. c/o Dunmore Energy Corporation 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056 United States of America

Attention: Alistair Forde, General Counsel

Email: aforde@dunmoreenergy.com

If to the Trustee:

Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005

Attention: William Kerrigan, Vice President — Corporate Trust

Email: william.kerrigan@northgatetrust.com

or to such other address as any Party may designate by notice given to the other Parties in accordance with this Section 7.08 and Section [●] of the Indenture.

Section 7.09 — Severability.

If any provision of this Supplemental Indenture is held to be invalid, illegal, void, or unenforceable under any applicable law, statute, rule, regulation, or judicial decree, such invalidity, illegality, or unenforceability shall not affect any other provision of this Supplemental Indenture, and this Supplemental Indenture shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that the remaining provisions of this Supplemental Indenture shall be interpreted and applied so as to achieve, to the greatest extent possible, the economic effect and intent of the invalid, illegal, or unenforceable provision.

Section 7.10 — Successors and Assigns.

This Supplemental Indenture shall be binding upon, and shall inure to the benefit of, the New Guarantor, the Issuers, the Trustee, and their respective successors and permitted assigns. All agreements, covenants, representations, warranties, and obligations of the New Guarantor in this Supplemental Indenture shall bind its successors and assigns, including any person that acquires all or substantially all of the New Guarantor's assets or into which the New Guarantor is merged or consolidated.

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

IN WITNESS WHEREOF, the Parties hereto have caused this Supplemental Indenture to be duly executed and delivered as of the date first written above.

[INSERT FULL LEGAL NAME OF NEW GUARANTOR], as New Guarantor

By: ________

Name: [Insert]

Title: [Insert]

DUNMORE ENERGY HOLDINGS LTD., as Issuer

By: ________

Name: [Insert]

Title: [Insert]

DUNMORE UPSTREAM FINANCE CORP., as Co-Issuer

By: ________

Name: [Insert]

FORM OF SUPPLEMENTAL INDENTURE
Supplemental Indenture No. [●]
to the Indenture dated as of May 15, 2025
EXHIBIT [●] TO THE INDENTURE
Governing the 9.375% Senior Secured Notes due 2032
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this "Supplemental Indenture"), dated as of [●], 20[●], is entered into by and among:
(1) [Insert Full Legal Name of New Guarantor] (the "New Guarantor"), a [Insert type of entity — e.g., limited liability company / corporation / limited partnership] organized and existing under the laws of [Insert jurisdiction of organization], with its principal office located at [Insert address of principal office];
(2) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands;
(3) 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"), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005; and
(4) Northgate Trust Company, N.A., a national banking association organized under the laws of the United States of America, as Trustee and Collateral Agent (in such capacities, the "Trustee"), with its Corporate Trust Office located at 100 Wall Street, Suite 1600, New York, New York 10005.
Each of the foregoing parties is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Issuers, the Guarantors party thereto, and the Trustee entered into that certain Indenture, dated as of May 15, 2025 (as amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), providing for the issuance of Eight Hundred Fifty Million Dollars ($850,000,000) aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), bearing the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; and ISIN (Reg S): USC2085RAA24;
WHEREAS, as of the date of the Indenture, the Notes are guaranteed by the following Guarantor subsidiaries of the Issuer (collectively, the "Existing Guarantors"): (i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria; (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware; (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal; (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and (vi) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales;
WHEREAS, Section [●] of the Indenture requires that, upon the occurrence of certain triggering events — including, without limitation, (a) the acquisition or creation of a new Restricted Subsidiary that is a Domestic Subsidiary, (b) the acquisition or creation of a Restricted Subsidiary that guarantees any other Indebtedness of the Issuers or any Guarantor, or (c) any other event specified in Section [●] of the Indenture — such Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor under the Indenture and assumes all of the obligations of a Guarantor thereunder;
WHEREAS, the New Guarantor is a [Insert description — e.g., newly formed subsidiary / newly acquired subsidiary / Restricted Subsidiary] of the Issuer and is required to become a Guarantor under Section [●] of the Indenture as a result of [Insert description of triggering event — e.g., the acquisition of the New Guarantor by the Issuer / the formation of the New Guarantor as a Restricted Subsidiary / the New Guarantor's guarantee of other Indebtedness of the Issuers];
WHEREAS, the execution and delivery of this Supplemental Indenture by the New Guarantor, the Issuers, and the Trustee have been duly authorized by all necessary corporate, limited liability company, partnership, or other entity action, as applicable, on the part of each such Party, and all conditions precedent and other requirements imposed by the Indenture for the execution and delivery of this Supplemental Indenture have been duly complied with or satisfied;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been satisfied, including, without limitation, the delivery to the Trustee of (i) an Officer's Certificate in the form attached hereto as Exhibit B and (ii) an Opinion of Counsel in the form described in Exhibit C hereto; and
WHEREAS, all acts and things necessary to make this Supplemental Indenture a valid, binding, and legal supplement to the Indenture, in accordance with the terms of the Indenture, have been done and performed, and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS; INTERPRETATION
Section 1.01 — Definitions.
All capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the respective meanings assigned to such terms in the Indenture. For purposes of this Supplemental Indenture, the following terms shall have the meanings set forth below:
"Indenture" means the Indenture, dated as of May 15, 2025, among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors party thereto from time to time, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, as amended, supplemented, restated, or otherwise modified from time to time, including by this Supplemental Indenture and any other supplemental indentures entered into pursuant to the terms thereof.
"New Guarantor" means [Insert Full Legal Name of New Guarantor], a [Insert entity type — e.g., limited liability company / corporation / limited partnership] organized and existing under the laws of [Insert jurisdiction of organization].
"New Guarantor Guarantee" means the Guarantee provided by the New Guarantor pursuant to Article 2 of this Supplemental Indenture, including all of the obligations, covenants, agreements, and duties of the New Guarantor arising under or in connection with such Guarantee.
Section 1.02 — Rules of Construction.
(a) All references herein to the "Indenture" shall mean the Indenture as supplemented by this Supplemental Indenture and as may be further amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, and all references in the Indenture and the Notes to the "Indenture" shall be deemed to include this Supplemental Indenture.
(b) The rules of construction and interpretation set forth in Section [●] of the Indenture shall apply to this Supplemental Indenture, mutatis mutandis, as though fully set forth herein. Without limiting the generality of the foregoing, (i) unless the context otherwise requires, words in the singular shall include the plural and vice versa, (ii) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Supplemental Indenture as a whole and not to any particular provision hereof, and (iii) references to Articles, Sections, Exhibits, and Schedules shall refer to Articles, Sections, Exhibits, and Schedules of or to this Supplemental Indenture unless otherwise specified.
(c) All section references contained in this Supplemental Indenture are, unless otherwise expressly stated, references to sections of the Indenture. Any reference herein to a section of the Indenture shall be deemed to include all subsections, paragraphs, and clauses thereof.
(d) The use of the word "including" or "includes" herein shall mean "including, without limitation" or "includes, without limitation," as the case may be.
ARTICLE 2
AGREEMENT TO BE BOUND; GUARANTEE
Section 2.01 — Agreement to Be Bound.
(a) The New Guarantor hereby expressly and unconditionally agrees to be fully bound by all of the terms, conditions, covenants, provisions, agreements, restrictions, and obligations of the Indenture that are applicable to a Guarantor thereunder, in each case as if the New Guarantor had been an original signatory to the Indenture as a Guarantor on the date of execution thereof. Without limiting the generality of the foregoing, the New Guarantor hereby assumes and agrees to perform and observe each and every covenant, agreement, and obligation applicable to a Guarantor under the Indenture, including those set forth in Articles [●] through [●] thereof.
(b) From and after the date of execution and delivery of this Supplemental Indenture, the New Guarantor shall be, and shall be deemed to be, a "Guarantor" for all purposes under the Indenture, the Notes, the Security Documents, and each other document, instrument, and agreement executed or delivered in connection therewith.
(c) All references in the Indenture, the Notes, and the Security Documents to a "Guarantor," the "Guarantors," or any similar term shall be deemed to include the New Guarantor, and each such reference shall be read and construed accordingly, without the need for any further amendment, supplement, or modification of any such document, instrument, or agreement, except as expressly contemplated by this Supplemental Indenture.
Section 2.02 — Guarantee.
(a) The New Guarantor hereby fully, unconditionally, and irrevocably guarantees, on a joint and several basis with each Existing Guarantor and each other Guarantor, to each Holder of Notes authenticated and delivered under the Indenture and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, or the obligations of the Issuers to the Holders or to the Trustee thereunder, the full and punctual payment of:
(i) the principal of, and premium (including any Applicable Premium), if any, and interest (including any Additional Amounts and any Defaulted Interest) on the Notes when and as due, whether at the Stated Maturity thereof, by acceleration, upon any redemption or repurchase (including any Change of Control Offer or Asset Sale Offer), or otherwise, in accordance with the terms of the Notes and the Indenture; and
(ii) all other monetary obligations of the Issuers to the Holders and to the Trustee under the Indenture and the Notes, including fees, indemnities, costs of collection, and expenses (including the reasonable fees and expenses of the Trustee's agents and counsel), whether now existing or hereafter arising, whether or not currently contemplated by the Parties (all such obligations described in clauses (i) and (ii), collectively, the "Guaranteed Obligations").
(b) The New Guarantor Guarantee shall constitute a senior secured obligation of the New Guarantor and shall rank equally in right of payment with all existing and future senior Indebtedness of the New Guarantor, including, without limitation, all obligations under the ABL Credit Facility and any other Pari Passu Indebtedness, and senior in right of payment to any future subordinated Indebtedness of the New Guarantor.
(c) The New Guarantor Guarantee shall be effectively senior to all unsecured Indebtedness of the New Guarantor to the extent of the value of the Collateral securing such Guarantee, and structurally senior to all Indebtedness of any Subsidiary of the New Guarantor that is not a Guarantor.
(d) The New Guarantor Guarantee shall be secured by a first-priority lien (subject to Permitted Liens and the terms of the Intercreditor Agreement) on the Collateral of the New Guarantor, as more particularly described in Article 3 hereof and in the applicable Security Documents executed by the New Guarantor.
(e) The New Guarantor Guarantee is subject in all respects to the provisions and limitations of the Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent), the Issuers, and the Guarantors party thereto from time to time, as amended, supplemented, or otherwise modified from time to time (the "Intercreditor Agreement"). In the event of any conflict between the terms of this Supplemental Indenture or the Indenture and the terms of the Intercreditor Agreement with respect to the relative priorities, rights, and remedies of the Notes Collateral Agent and the ABL Agent in and to the Collateral, the terms of the Intercreditor Agreement shall control.
(f) If the Issuers fail to make any payment of principal of, premium (if any) on, or interest on the Notes (including any Additional Amounts), when and as the same becomes due and payable, whether at the Stated Maturity thereof, by acceleration, upon redemption, or otherwise, the New Guarantor shall make, or cause to be made, such payment in full, in immediately available funds, in the currency in which such payment is required to be made, promptly following demand therefor by the Trustee.
Section 2.03 — Limitation on Guarantee.
(a) Notwithstanding anything to the contrary contained in this Supplemental Indenture or in the Indenture, the obligations of the New Guarantor under the New Guarantor Guarantee shall be limited to the maximum amount that would not render the New Guarantor's obligations under such Guarantee voidable or unenforceable under applicable fraudulent conveyance, fraudulent transfer, or similar laws affecting the rights of creditors generally, including, without limitation, Sections 544, 548, and 550 of Title 11 of the United States Code (the "Bankruptcy Code"), and comparable provisions of applicable state law (including the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, and the Uniform Voidable Transactions Act, as applicable).
(b) Each of the New Guarantor and each Holder of a Note, by its acceptance thereof, hereby confirms that it is the intention of the Parties that the New Guarantor Guarantee not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, or any similar federal, state, or foreign law. To effectuate the foregoing intention, the Trustee, the Holders, and the New Guarantor hereby irrevocably agree that the obligations of the New Guarantor under the New Guarantor Guarantee at any time shall be limited to the maximum amount that would not render the New Guarantor's obligations under such Guarantee subject to avoidance under any such applicable law, after giving effect to all other contingent and fixed liabilities of the New Guarantor and after giving effect to any collections from, or payments made by or on behalf of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee.
Section 2.04 — Contribution.
(a) In order to provide for just and equitable contribution among the Guarantors, the New Guarantor agrees that, in the event any payment or distribution is made by the New Guarantor under the New Guarantor Guarantee, the New Guarantor shall be entitled to a right of contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata share of such payment, based on the ratio of (i) such other Guarantor's net worth (determined in accordance with GAAP on the date of any such payment or distribution) to (ii) the aggregate net worth of all Guarantors (including the New Guarantor), determined as of such date.
(b) Each Guarantor that makes a payment or distribution under its Guarantee in excess of its pro rata share shall be entitled to seek contribution from each other Guarantor that has not paid its pro rata share in accordance with Section 2.04(a); provided, however, that no right of contribution may be exercised by any Guarantor until all Guaranteed Obligations have been paid in full in cash and the Indenture and all Commitments thereunder have been terminated.
Section 2.05 — Waiver of Subrogation.
The New Guarantor hereby unconditionally and irrevocably waives any and all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or any other claim that the New Guarantor may now or hereafter have against the Issuers or any other Guarantor arising out of, or in connection with, the New Guarantor Guarantee or any payment made by the New Guarantor under the New Guarantor Guarantee, in each case, until the Notes and all Guaranteed Obligations under the Indenture and the Notes have been indefeasibly paid in full in cash and the Indenture has been discharged in accordance with its terms. If any amount shall be paid to the New Guarantor on account of any such subrogation, reimbursement, or indemnification right at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Holders and shall be forthwith paid to the Trustee to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Indenture.
Section 2.06 — Guarantee Unconditional.
(a) The obligations of the New Guarantor under this Supplemental Indenture and the New Guarantor Guarantee are absolute, unconditional, and irrevocable, irrespective of, and the New Guarantor hereby irrevocably waives any defense it may now or hereafter have based upon or arising out of:
(i) the validity, regularity, legality, or enforceability of the Notes, the Indenture, or any other agreement or instrument relating thereto;
(ii) the absence of any action to enforce the obligations of the Issuers or any other Guarantor under the Indenture or the Notes, or any failure or delay on the part of the Trustee or any Holder in exercising any right, remedy, or power under the Indenture, the Notes, or any other agreement or instrument;
(iii) any waiver, amendment, modification, or consent granted by any Holder or the Trustee with respect to any provision of the Notes, the Indenture, or any Guarantee;
(iv) any change in the corporate existence, structure, or ownership of the Issuers or any other Guarantor, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting the Issuers or any other Guarantor or their respective assets;
(v) the release or exchange of any collateral securing the Guaranteed Obligations, or the release, amendment, waiver, or modification of any other guarantee of the Guaranteed Obligations;
(vi) any extension, renewal, settlement, compromise, acceleration, or other change in the time, manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations;
(vii) any failure of the Trustee or any Holder to disclose to the New Guarantor any information relating to the financial condition, operations, properties, or prospects of the Issuers or any other Guarantor now or hereafter known to the Trustee or such Holder (the New Guarantor waiving any duty on the part of the Trustee or any Holder to disclose such information); or
(viii) any other act, omission, circumstance, occurrence, or event that might otherwise constitute a legal or equitable discharge, release, or defense of a surety or guarantor, or that might otherwise limit recourse against the New Guarantor.
(b) The New Guarantor Guarantee shall continue to be effective and binding upon the New Guarantor, or shall be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, voided, or must otherwise be returned by any Holder or the Trustee upon the insolvency, bankruptcy, or reorganization of any Issuer or any other Guarantor, or otherwise, all as though such payment had not been made.
(c) The New Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of the insolvency, bankruptcy, or reorganization of any Issuer, any right to require a proceeding first against any Issuer, protest, notice, and all demands whatsoever, and covenants that the New Guarantor Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture, and this Supplemental Indenture.
ARTICLE 3
COLLATERAL; SECURITY INTERESTS
Section 3.01 — Grant of Security Interest.
Simultaneously with the execution and delivery of this Supplemental Indenture, the New Guarantor shall execute and deliver to Northgate Trust Company, N.A., in its capacity as Collateral Agent, a joinder agreement, pledge and security agreement, or other applicable Security Document (collectively, the "New Guarantor Security Documents"), substantially in the form attached hereto as Exhibit A (or in such other form as may be required under the applicable Security Documents delivered in connection with the Indenture), pursuant to which the New Guarantor shall grant to the Collateral Agent, for the benefit of the Holders and the Trustee, a first-priority lien and security interest (subject to Permitted Liens and the terms of the Intercreditor Agreement) on substantially all of the New Guarantor's assets constituting Notes Priority Collateral, including, without limitation:
(a) all equity interests of any Subsidiary of the New Guarantor (limited, in the case of equity interests in any first-tier Foreign Subsidiary that is a CFC or CFC Holdco, to 65% of the outstanding voting equity interests and 100% of the non-voting equity interests of such Foreign Subsidiary);
(b) all tangible personal property and fixtures;
(c) all intangible assets, including intellectual property, permits, licenses, and contract rights;
(d) all material hydrocarbon offtake contracts, joint operating agreements, and production sharing contracts;
(e) all intercompany receivables owed to the New Guarantor by any other Guarantor or any Restricted Subsidiary;
(f) all insurance proceeds and condemnation awards; and
(g) all proceeds and products of any of the foregoing.
Section 3.02 — Perfection.
The New Guarantor shall take all actions necessary or advisable to create, preserve, protect, and perfect the security interests granted under Section 3.01 and under the New Guarantor Security Documents, including, without limitation:
(a) if the New Guarantor is organized in a jurisdiction within the United States, filing UCC-1 financing statements (and continuation statements in respect thereof, as necessary) with the appropriate Secretary of State or other filing office of the jurisdiction of organization of the New Guarantor, and in any other jurisdiction in which filing is required or advisable to perfect a security interest in the Collateral;
(b) if applicable, executing and delivering any mortgages, deeds of trust, debentures, charges, pledges, nantissements, security assignments, or other security documents or instruments required under the laws of the jurisdiction of organization of the New Guarantor or the jurisdiction in which any Collateral is located, in each case in form and substance reasonably satisfactory to the Collateral Agent;
(c) delivering to the Collateral Agent all certificated equity interests (if any) of any Subsidiary of the New Guarantor, together with undated stock transfer powers or similar instruments of transfer executed in blank;
(d) executing and delivering control agreements or similar arrangements with respect to any deposit accounts, securities accounts, or commodity accounts of the New Guarantor, to the extent constituting Notes Priority Collateral;
(e) providing such evidence of insurance coverage as may be required by the Collateral Agent, naming the Collateral Agent as loss payee or additional insured, as applicable; and
(f) taking such other actions as the Collateral Agent may reasonably request from time to time to perfect, preserve, or protect the liens and security interests in the Collateral of the New Guarantor, including, without limitation, executing and delivering supplemental or additional security documents.
Section 3.03 — Intercreditor Agreement.
(a) The New Guarantor hereby acknowledges, agrees to, and confirms that it shall be bound by all of the terms, conditions, and provisions of the Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the ABL Credit Facility), the Issuers, and the Guarantors party thereto from time to time, as such Intercreditor Agreement may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
(b) Without limiting the generality of the foregoing, the New Guarantor acknowledges and agrees to the designation and treatment under the Intercreditor Agreement of:
(i) ABL Priority Collateral, consisting primarily of accounts receivable, inventory, deposit accounts (other than those constituting Notes Priority Collateral), and related assets, with respect to which the ABL Agent shall have a first-priority lien and the Notes Collateral Agent shall have a second-priority lien; and
(ii) Notes Priority Collateral, consisting primarily of property, plant, and equipment (PP&E), equity interests in Subsidiaries, intellectual property, material contracts (including hydrocarbon offtake contracts, production sharing contracts, and joint operating agreements), insurance proceeds, and related assets, with respect to which the Notes Collateral Agent shall have a first-priority lien and the ABL Agent shall have a second-priority lien.
(c) The New Guarantor agrees to execute and deliver such joinder agreements, acknowledgments, or other instruments as may be necessary or appropriate to evidence its agreement to be bound by the terms of the Intercreditor Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE NEW GUARANTOR
The New Guarantor hereby represents and warrants to each other Party hereto, as of the date hereof, as follows:
Section 4.01 — Organization and Good Standing.
The New Guarantor is a [Insert entity type — e.g., limited liability company / corporation / limited partnership] duly organized, validly existing, and in good standing (or, if applicable, the equivalent status under the laws of its jurisdiction of organization) under the laws of [Insert jurisdiction of organization]. The New Guarantor has the requisite organizational power and authority to own, lease, and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted. The New Guarantor is duly qualified, licensed, or registered to transact business and is in good standing in each jurisdiction in which the nature of its business or the location of its properties requires such qualification, licensing, or registration, except where the failure to be so qualified, licensed, or registered would not reasonably be expected to have a Material Adverse Effect.
Section 4.02 — Authorization.
The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture and any related Security Documents to which the New Guarantor is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary [corporate / limited liability company / partnership / other applicable entity] action on the part of the New Guarantor. No further approval, consent, authorization, order, registration, qualification, or filing of or with any court, governmental authority, regulatory body, or other person is required on the part of the New Guarantor in connection with the execution, delivery, and performance of this Supplemental Indenture, except as have been obtained and are in full force and effect.
Section 4.03 — Enforceability.
This Supplemental Indenture has been duly executed and delivered by the New Guarantor and constitutes, and each New Guarantor Security Document, when duly executed and delivered by the New Guarantor, will constitute, the valid and binding obligation of the New Guarantor, enforceable against the New Guarantor in accordance with its terms, subject in each case to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, and other similar laws affecting or relating to the enforcement of creditors' rights generally, (b) general principles of equity (whether considered in a proceeding in equity or at law), and (c) an implied covenant of good faith and fair dealing.
Section 4.04 — No Conflict.
The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture and the New Guarantor Security Documents, and the consummation of the transactions contemplated hereby and thereby, will not:
(a) violate, conflict with, or result in a breach or contravention of, or constitute a default under, the certificate or articles of incorporation, bylaws, limited liability company agreement, partnership agreement, or other organizational or governing documents of the New Guarantor;
(b) result in a breach of, or constitute a default or an event of default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default or an event of default) under, or give rise to any right of termination, cancellation, amendment, or acceleration of any obligation under, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the properties or assets of the New Guarantor under, any material agreement, indenture, credit facility, or other instrument to which the New Guarantor is a party or by which any of its properties or assets is bound; or
(c) violate any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order, writ, or decree of any governmental authority applicable to the New Guarantor or any of its properties or assets, including, without limitation, the regulations administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), and the United Kingdom Bribery Act 2010 (the "UK Bribery Act").
Section 4.05 — Governmental Approvals.
No governmental authorization, approval, consent, license, permit, registration, filing, notice, or qualification with or of any federal, state, local, or foreign governmental authority or regulatory body is required for the execution, delivery, and performance by the New Guarantor of this Supplemental Indenture or any New Guarantor Security Document, or for the granting of the security interests contemplated hereby and thereby, except (a) such as have been duly obtained, effected, or given and are in full force and effect and (b) filings necessary for the perfection of the security interests created under the New Guarantor Security Documents (including UCC financing statement filings and, if applicable, filings in non-U.S. jurisdictions).
Section 4.06 — Sanctions Representations.
(a) The New Guarantor represents and warrants that neither the New Guarantor nor any of its directors, officers, employees, or, to the knowledge of the New Guarantor, agents is a person that is, or is 50% or more owned (directly or indirectly, individually or in the aggregate) by one or more persons that are:
(i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), including any person listed on OFAC's Specially Designated Nationals and blocked Persons List ("SDN List"), OFAC's Sectoral Sanctions Identification List, or any other Sanctions-related list maintained by any of the foregoing governmental authorities; or
(ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of Sanctions broadly restricting or prohibiting dealings with such country or territory (as of the date of this Supplemental Indenture, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) (each, a "Sanctioned Country").
(b) The New Guarantor will not, directly or indirectly, use the proceeds of the Notes, or lend, contribute, or otherwise make available such proceeds to any Subsidiary, joint venture partner, or other person or entity:
(i) for the purpose of funding or facilitating any activities of or business with any person that, at the time of such funding, is the subject of Sanctions; or
(ii) for the purpose of funding or facilitating any activities of or business in any Sanctioned Country; or
(iii) in any other manner that would result in a violation of any Sanctions by any person (including any person participating in the transactions contemplated by the Indenture, whether as underwriter, advisor, investor, or otherwise).
ARTICLE 5
COVENANTS OF THE NEW GUARANTOR
Section 5.01 — Assumption of Covenants.
The New Guarantor hereby covenants and agrees that, from and after the date of execution and delivery of this Supplemental Indenture, it will comply with and be bound by all of the covenants, agreements, and obligations set forth in the Indenture that are applicable to a Guarantor, including, without limitation, the following covenants of the Indenture (each as more fully set forth therein):
(a) Limitation on Indebtedness — The New Guarantor shall not incur any Indebtedness except as permitted under Section [●] of the Indenture;
(b) Limitation on Restricted Payments — The New Guarantor shall not make any Restricted Payment except as permitted under Section [●] of the Indenture;
(c) Limitation on Liens — The New Guarantor shall not create, incur, assume, or suffer to exist any Lien on any of its properties or assets except Permitted Liens and as permitted under Section [●] of the Indenture;
(d) Limitation on Asset Sales — The New Guarantor shall not consummate any Asset Sale except as permitted under Section [●] of the Indenture;
(e) Limitation on Transactions with Affiliates — The New Guarantor shall not enter into any transaction or series of related transactions with any Affiliate of the Issuer except as permitted under Section [●] of the Indenture;
(f) Reporting Requirements — The New Guarantor shall furnish to the Trustee and the Holders such reports, certificates, financial statements, and other information as may be required under Section [●] of the Indenture, including timely cooperation with the Issuer in the preparation and filing of all periodic reports and other materials required to be delivered thereunder;
(g) OFAC and Sanctions Compliance — The New Guarantor shall comply with, and shall cause each of its Subsidiaries to comply with, all applicable Sanctions and anti-money laundering laws and regulations, including the Bank Secrecy Act and the USA PATRIOT Act; and
(h) Anti-Corruption — The New Guarantor shall comply with, and shall cause each of its Subsidiaries to comply with, all applicable anti-bribery and anti-corruption laws, including the FCPA and the UK Bribery Act, and shall maintain internal controls and procedures reasonably designed to ensure such compliance.
Section 5.02 — Delivery of Opinions and Certificates.
Simultaneously with the execution and delivery of this Supplemental Indenture, the New Guarantor shall deliver, or cause to be delivered, to the Trustee each of the following:
(a) Officer's Certificate. An Officer's Certificate, substantially in the form attached hereto as Exhibit B, executed by an authorized officer of the New Guarantor, certifying that all conditions precedent set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been duly complied with and satisfied, that no Default or Event of Default exists under the Indenture or would result from the execution and delivery of this Supplemental Indenture, and containing such other certifications as may be required by the Indenture.
(b) Opinion of Counsel. An Opinion of Counsel, addressed to the Trustee, substantially in the form described in Exhibit C hereto, from counsel to the New Guarantor (which, for a New Guarantor organized in the United States, shall be Calderwood & Harkness LLP or such other nationally recognized counsel reasonably acceptable to the Trustee, and for a New Guarantor organized outside the United States, shall include an opinion of applicable local counsel in the jurisdiction of organization of the New Guarantor), confirming (i) the due organization, valid existence, and good standing of the New Guarantor; (ii) the due authorization, execution, delivery, and enforceability of this Supplemental Indenture, the New Guarantor Guarantee, and any related Security Documents by and against the New Guarantor; (iii) the validity and perfection (or the steps necessary for perfection) of the security interests granted by the New Guarantor under the New Guarantor Security Documents; and (iv) such other matters as the Trustee may reasonably request.
(c) Organizational Documents and Resolutions. Copies of the organizational documents of the New Guarantor (certified by the Secretary or other authorized officer of the New Guarantor), resolutions of the board of directors, board of managers, general partner, or equivalent governing body of the New Guarantor authorizing the execution, delivery, and performance of this Supplemental Indenture and the New Guarantor Security Documents, incumbency certificates with respect to each person executing this Supplemental Indenture on behalf of the New Guarantor, and such other documents and certificates as the Trustee may reasonably request to evidence the authority and capacity of the New Guarantor to enter into and perform its obligations under this Supplemental Indenture.
ARTICLE 6
RELEASE OF GUARANTEE
Section 6.01 — Conditions for Release.
(a) The New Guarantor Guarantee shall be automatically and unconditionally released, and the New Guarantor shall be automatically and unconditionally released from all of its obligations under this Supplemental Indenture and the Indenture (as a Guarantor), without the need for any further action by the Trustee, the Collateral Agent, any Holder, or any other person, upon the occurrence of any of the following events, in each case as more fully set forth in Section [●] of the Indenture:
(i) the sale, transfer, or other disposition (including by way of merger, consolidation, or otherwise) of all or substantially all of the assets of the New Guarantor, or the sale, transfer, or other disposition of all of the equity interests of the New Guarantor, in each case in a transaction that is permitted under the Indenture and that results in the New Guarantor ceasing to be a Restricted Subsidiary of the Issuer;
(ii) the designation of the New Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture;
(iii) the legal defeasance or covenant defeasance of the Notes in accordance with Article [●] of the Indenture;
(iv) the satisfaction and discharge of the Indenture in accordance with Article [●] of the Indenture; or
(v) any other event or circumstance specified in Section [●] of the Indenture as giving rise to the release of a Guarantor's Guarantee.
(b) Upon the release of the New Guarantor Guarantee pursuant to this Section 6.01, the security interests in the Collateral of the New Guarantor shall be automatically released in accordance with the terms of the applicable Security Documents and the Intercreditor Agreement, and the Collateral Agent shall, at the request and expense of the Issuers, execute and deliver such instruments of release, termination, and satisfaction, and take such other actions, as may be reasonably necessary to evidence such release.
(c) The Trustee shall have no obligation to independently verify or confirm the occurrence of any event described in Section 6.01(a) and shall be entitled to rely conclusively upon the delivery of an Officer's Certificate and, if required by the Indenture, an Opinion of Counsel, each confirming that the applicable conditions for release have been satisfied.
ARTICLE 7
MISCELLANEOUS
Section 7.01 — Effectiveness.
This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the New Guarantor, the Issuers, and the Trustee. From and after such effective date, the New Guarantor shall be a Guarantor for all purposes under the Indenture, the Notes, the Security Documents, and each other document, instrument, or agreement executed or delivered in connection therewith.
Section 7.02 — Indenture Remains in Full Force and Effect.
Except as expressly supplemented, modified, and amended by this Supplemental Indenture, the Indenture and the Notes shall continue in full force and effect in accordance with their respective terms, and all of the provisions of the Indenture and the Notes are hereby ratified and confirmed in all respects. The Indenture, as supplemented by this Supplemental Indenture, shall hereafter be read, taken, and construed as one and the same instrument. All references in the Indenture to "this Indenture," "herein," "hereof," "hereby," and words of similar import shall be deemed to refer to the Indenture as supplemented by this Supplemental Indenture.
Section 7.03 — Conflict.
In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Supplemental Indenture and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall prevail and govern in all respects; provided, however, that to the extent this Supplemental Indenture expressly modifies, supplements, or adds to the provisions of the Indenture in respect of the New Guarantor's joinder, the New Guarantor Guarantee, or the Collateral of the New Guarantor, this Supplemental Indenture shall control with respect to the subject matter thereof.
Section 7.04 — Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
(a) Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURE AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS-OF-LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
(b) Consent to Jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Supplemental Indenture. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplemental Indenture in any such court, and any defense or claim of inconvenient forum. Each of the Parties agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
(c) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 7.05 — Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
Section 7.06 — Headings.
The headings of the Articles and Sections of this Supplemental Indenture are inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture, and shall in no way modify, restrict, or affect the meaning or interpretation of any of the terms or provisions of this Supplemental Indenture.
Section 7.07 — Trustee Disclaimers.
(a) Northgate Trust Company, N.A. hereby accepts the trusts created by this Supplemental Indenture and agrees to perform the duties and obligations imposed upon the Trustee and the Collateral Agent hereunder, on and subject to the same terms, conditions, protections, immunities, and limitations as are set forth in the Indenture (including Article [●] thereof), all of which are incorporated herein by reference as if set forth at length herein.
(b) The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture, the New Guarantor Guarantee, or any New Guarantor Security Document, or for the correctness of the recitals, statements, representations, or warranties of the New Guarantor, the Issuers, or any other party herein or therein. The Trustee makes no representations whatsoever as to the value, condition, or sufficiency of the Collateral or the priority of the security interests created thereunder, or as to the title of any party to the Collateral.
(c) The Trustee shall be entitled to all of the rights, protections, immunities, and indemnities afforded to the Trustee under the Indenture, including, without limitation, the right to rely upon Officer's Certificates, Opinions of Counsel, and other certificates and documents delivered to it in accordance with the terms of the Indenture and this Supplemental Indenture, and shall not be liable for any action taken, suffered, or omitted by it in good faith and reasonably believed by it to be authorized or within the scope of its authority under the Indenture and this Supplemental Indenture.
(d) The permissive rights of the Trustee enumerated in the Indenture shall not be construed as duties, and the Trustee shall not be answerable for other than its own negligence, willful misconduct, or bad faith.
Section 7.08 — Notices.
All notices and other communications hereunder shall be made in accordance with the notice provisions set forth in Section [●] of the Indenture. For purposes of such notice provisions, the addresses for the Parties shall be as follows:
If to the New Guarantor:
[Insert Full Legal Name of New Guarantor] [Insert Street Address] [Insert City, State/Province, Postal Code, Country]
Attention: [Insert name and/or title]
Email: [Insert email address]
If to the Issuers:
Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
with a copy (which shall not constitute notice) to:
Dunmore Energy Holdings Ltd. c/o Dunmore Energy Corporation 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056 United States of America
Attention: Alistair Forde, General Counsel
Email: aforde@dunmoreenergy.com
If to the Trustee:
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005
Attention: William Kerrigan, Vice President — Corporate Trust
Email: william.kerrigan@northgatetrust.com
or to such other address as any Party may designate by notice given to the other Parties in accordance with this Section 7.08 and Section [●] of the Indenture.
Section 7.09 — Severability.
If any provision of this Supplemental Indenture is held to be invalid, illegal, void, or unenforceable under any applicable law, statute, rule, regulation, or judicial decree, such invalidity, illegality, or unenforceability shall not affect any other provision of this Supplemental Indenture, and this Supplemental Indenture shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that the remaining provisions of this Supplemental Indenture shall be interpreted and applied so as to achieve, to the greatest extent possible, the economic effect and intent of the invalid, illegal, or unenforceable provision.
Section 7.10 — Successors and Assigns.
This Supplemental Indenture shall be binding upon, and shall inure to the benefit of, the New Guarantor, the Issuers, the Trustee, and their respective successors and permitted assigns. All agreements, covenants, representations, warranties, and obligations of the New Guarantor in this Supplemental Indenture shall bind its successors and assigns, including any person that acquires all or substantially all of the New Guarantor's assets or into which the New Guarantor is merged or consolidated.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties hereto have caused this Supplemental Indenture to be duly executed and delivered as of the date first written above.
[INSERT FULL LEGAL NAME OF NEW GUARANTOR], as New Guarantor
By: ________
Name: [Insert]
Title: [Insert]
DUNMORE ENERGY HOLDINGS LTD., as Issuer
By: ________
Name: [Insert]
Title: [Insert]
DUNMORE UPSTREAM FINANCE CORP., as Co-Issuer
By: ________
Name: [Insert]
Title: [Insert]
NORTHGATE TRUST COMPANY, N.A., as Trustee and Collateral Agent
By: ________
Name: [Insert]
Title: [Insert]
EXHIBIT A
FORM OF JOINDER TO COLLATERAL AGREEMENT
This JOINDER TO COLLATERAL AGREEMENT (this "Collateral Joinder"), dated as of [●], 20[●], is executed and delivered by [Insert Full Legal Name of New Guarantor] (the "New Guarantor"), a [Insert entity type] organized under the laws of [Insert jurisdiction], in favor of Northgate Trust Company, N.A., a national banking association, in its capacity as Collateral Agent (the "Collateral Agent") under that certain Pledge and Security Agreement, dated as of May 15, 2025 (as amended, supplemented, restated, or otherwise modified from time to time, the "Collateral Agreement"), among Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., each Guarantor party thereto from time to time, and the Collateral Agent.
RECITALS
A. Reference is made to (i) the Indenture, dated as of May 15, 2025 (as amended, supplemented, restated, or otherwise modified from time to time, including by Supplemental Indenture No. [●], dated as of [●], 20[●], the "Indenture"), among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer"), the Guarantors party thereto, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, providing for the issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), and (ii) the Collateral Agreement.
B. Pursuant to Supplemental Indenture No. [●], the New Guarantor has become a Guarantor under the Indenture and is required to execute and deliver this Collateral Joinder to grant the security interests contemplated by the Indenture and the Collateral Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Guarantor hereby agrees as follows:
1. Joinder. The New Guarantor hereby agrees to be bound by all of the terms, conditions, covenants, and provisions of the Collateral Agreement, as if the New Guarantor had been an original party thereto as a "Grantor" (as defined therein). From and after the date hereof, the New Guarantor shall be, and shall be deemed to be, a "Grantor" for all purposes under the Collateral Agreement.
2. Grant of Security Interest. To secure the prompt and complete payment and performance of all Secured Obligations (as defined in the Collateral Agreement), the New Guarantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the New Guarantor's right, title, and interest in, to, and under all assets and properties of the New Guarantor, whether now owned or hereafter acquired, wherever located (collectively, the "New Guarantor Collateral"), including, without limitation:
(a) all equity interests of any Subsidiary of the New Guarantor (subject to the limitations set forth in the Collateral Agreement with respect to equity interests of first-tier Foreign Subsidiaries that are CFCs or CFC Holdcos);
(b) all tangible personal property and fixtures, including equipment, machinery, vehicles, and other goods;
(c) all intangible assets, including intellectual property (patents, trademarks, copyrights, and trade secrets), permits, licenses, franchises, and contract rights;
(d) all intercompany receivables owed to the New Guarantor by any other Guarantor or any Restricted Subsidiary;
(e) all material hydrocarbon offtake contracts, production sharing contracts, joint operating agreements, and other material contracts;
(f) all insurance proceeds and condemnation awards;
(g) all deposit accounts and securities accounts (to the extent constituting Notes Priority Collateral);
(h) all books, records, ledger cards, files, and correspondence; and
(i) all proceeds, products, rents, profits, and accessions of, and to, any and all of the foregoing.
The security interests granted hereunder are subject to Permitted Liens and the terms of the Intercreditor Agreement.
3. Applicable Security Documents for Non-U.S. New Guarantors. If the New Guarantor is organized under the laws of a jurisdiction outside the United States, the New Guarantor acknowledges and agrees that, in addition to (or in lieu of) this Collateral Joinder, the New Guarantor may be required to execute and deliver security documents governed by the laws of its jurisdiction of organization or the jurisdiction in which its material assets are located, in form and substance satisfactory to the Collateral Agent. Without limiting the foregoing:
(a) For a New Guarantor organized in the Federal Republic of Nigeria, such security documents shall be prepared and opined upon by Abayomi Chambers or such other Nigerian counsel as may be engaged by the Issuer and reasonably acceptable to the Collateral Agent;
(b) For a New Guarantor incorporated in England and Wales, such security documents shall be prepared and opined upon by Cresswell & Greaves LLP or such other English counsel as may be engaged by the Issuer and reasonably acceptable to the Collateral Agent; and
(c) For a New Guarantor organized in the Republic of Senegal, such security documents shall be prepared and opined upon by Theron Moss & Associates SARL or such other Senegalese counsel as may be engaged by the Issuer and reasonably acceptable to the Collateral Agent.
4. Representations and Warranties. The New Guarantor hereby makes each of the representations and warranties set forth in the Collateral Agreement applicable to a Grantor, as if such representations and warranties were set forth in full herein, mutatis mutandis.
5. Governing Law. This Collateral Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-laws provisions thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).
6. Counterparts. This Collateral Joinder may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed this Collateral Joinder as of the date first written above.
[INSERT FULL LEGAL NAME OF NEW GUARANTOR], as New Guarantor and Grantor
By: ________
Name: [Insert]
Title: [Insert]
Acknowledged and Agreed:
NORTHGATE TRUST COMPANY, N.A., as Collateral Agent
By: ________
Name: [Insert]
Title: [Insert]
EXHIBIT B
FORM OF OFFICER'S CERTIFICATE
OFFICER'S CERTIFICATE
Pursuant to Section [●] of the Indenture
The undersigned, [Insert name], being the duly appointed, qualified, and acting [Insert title — e.g., Chief Executive Officer / Chief Financial Officer / President / Secretary] of [Insert Full Legal Name of New Guarantor], a [Insert entity type] organized under the laws of [Insert jurisdiction] (the "New Guarantor"), hereby certifies, on behalf of the New Guarantor and not in any individual capacity, pursuant to Section [●] of the Indenture, dated as of May 15, 2025 (as amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors party thereto, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, in connection with the execution and delivery of Supplemental Indenture No. [●], dated as of [●], 20[●] (the "Supplemental Indenture"), as follows:
1.  Conditions Precedent. All conditions precedent set forth in the Indenture relating to the execution and delivery of the Supplemental Indenture by the New Guarantor, the Issuers, and the Trustee have been duly complied with and satisfied in all respects.
2.  No Default. No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from, or arise as a consequence of, the execution and delivery of the Supplemental Indenture or the performance by the New Guarantor of its obligations thereunder.
3.  Organization and Good Standing. The New Guarantor is a [Insert entity type] duly organized, validly existing, and in good standing (or, if applicable, the equivalent status) under the laws of [Insert jurisdiction], and has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Supplemental Indenture and the related Security Documents.
4.  Organizational Approvals. All necessary [corporate / limited liability company / partnership / other] action on the part of the New Guarantor required for the authorization, execution, delivery, and performance of the Supplemental Indenture and the related Security Documents has been duly taken.
5.  Resolutions. Attached hereto as Annex 1 are true, correct, and complete copies of the resolutions of the [board of directors / board of managers / general partner / equivalent governing body] of the New Guarantor authorizing the execution, delivery, and performance of the Supplemental Indenture and the related Security Documents, which resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
6.  Incumbency. The following persons are the duly elected, appointed, or designated officers of the New Guarantor holding the offices set forth opposite their respective names below, and the signatures set forth opposite their respective names below are their true and genuine signatures:
The undersigned has executed this Officer's Certificate as of [●], 20[●].
By: ________
Name: [Insert]
Title: [Insert]
[Insert Full Legal Name of New Guarantor]
EXHIBIT C
FORM OF OPINION OF COUNSEL
[Note: The following sets forth the form and scope of the

FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE

RECITALS

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE NEW GUARANTOR

ARTICLE 5

COVENANTS OF THE NEW GUARANTOR

ARTICLE 6

RELEASE OF GUARANTEE

ARTICLE 7

MISCELLANEOUS

Record

Parties

Dates

Amounts