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PURCHASE AGREEMENT

$850,000,000

9.375% Senior Secured Notes due 2032

Dated as of May 12, 2025

among

DUNMORE ENERGY HOLDINGS LTD. (as Issuer)

DUNMORE UPSTREAM FINANCE CORP. (as Co-Issuer)

THE GUARANTORS NAMED HEREIN

and

RIDGELINE CAPITAL MARKETS LLC (as Lead Initial Purchaser and Representative)

CLARION SECURITIES INC. (as Initial Purchaser)

PINNACLE PARTNERS LLC (as Initial Purchaser)

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PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this "Agreement") is entered into as of May 12, 2025, by and among:

DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002 (the "Company" or the "Issuer");

DUNMORE UPSTREAM FINANCE CORP., a corporation organized under the laws of the State of Delaware (EIN 93-4728106), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005, and its principal office at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056 (the "Co-Issuer" and, together with the Issuer, the "Issuers");

THE GUARANTORS listed on Schedule I hereto (collectively, the "Guarantors" and each individually, a "Guarantor");

RIDGELINE CAPITAL MARKETS LLC, a limited liability company organized under the laws of the State of Delaware, with its principal office at 383 Madison Avenue, 22nd Floor, New York, NY 10179 ("Ridgeline" or the "Representative");

CLARION SECURITIES INC., a corporation organized under the laws of the State of Delaware, with its principal office at One Financial Center, Boston, MA 02111 ("Clarion"); and

PINNACLE PARTNERS LLC, a limited liability company organized under the laws of the State of Delaware, with its principal office at 200 West Street, Suite 4400, New York, NY 10282 ("Pinnacle" and, together with Ridgeline and Clarion, the "Initial Purchasers" and each individually, an "Initial Purchaser").

RECITALS

WHEREAS, the Issuers propose to issue and sell to the Initial Purchasers $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes");

WHEREAS, the Notes will be issued pursuant to an Indenture to be dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A. (EIN 13-6520098), with offices at 100 Wall Street, Suite 1600, New York, NY 10005, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent");

WHEREAS, each Guarantor has agreed to guarantee on a joint and several basis the obligations of the Issuers under the Notes and the Indenture (each such guarantee, a "Guarantee" and collectively, the "Guarantees");

WHEREAS, the Notes are being offered and sold in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to (i) Rule 144A under the Securities Act ("Rule 144A") to persons who are "qualified institutional buyers" as defined in Rule 144A ("QIBs"), and (ii) Regulation S under the Securities Act ("Regulation S") to non-U.S. persons (within the meaning of Regulation S) in offshore transactions;

WHEREAS, the Issuers have prepared a Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary Offering Memorandum") and will prepare a Final Offering Memorandum dated May 14, 2025 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memoranda"), each setting forth information concerning the Issuers, the Guarantors, and the Notes;

WHEREAS, in connection with the offering and sale of the Notes, the Issuers, the Guarantors, and certain other parties will enter into the following additional documents (collectively with this Agreement and the Indenture, the "Transaction Documents"): (a) a Registration Rights Agreement to be dated as of the Closing Date (as defined herein) (the "Registration Rights Agreement"); (b) an Intercreditor Agreement to be dated as of the Closing Date (the "Intercreditor Agreement"); (c) a Collateral Agreement (U.S.) to be dated as of the Closing Date (the "U.S. Collateral Agreement"); (d) a Collateral Agreement (Nigeria) to be dated as of the Closing Date (the "Nigeria Collateral Agreement"); (e) a Collateral Agreement (England) to be dated as of the Closing Date (the "England Collateral Agreement"); (f) a Collateral Agreement (Senegal) to be dated as of the Closing Date (the "Senegal Collateral Agreement" and, together with the U.S. Collateral Agreement, the Nigeria Collateral Agreement, and the England Collateral Agreement, the "Collateral Agreements" or "Security Documents"); and (g) a Paying Agency Agreement to be dated as of the Closing Date (the "Paying Agency Agreement"); and

WHEREAS, the Initial Purchasers wish to purchase the Notes from the Issuers, and the Issuers wish to sell the Notes to the Initial Purchasers, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1: PURCHASE AND SALE OF THE NOTES

1.1 Agreement to Purchase and Sell

Subject to the terms and conditions hereof, the Issuers agree to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, the respective principal amounts of Notes set forth opposite such Initial Purchaser's name on Schedule II hereto, at the purchase price set forth in Section 1.2. The respective purchase commitments of the Initial Purchasers are as follows:

The obligations of the Initial Purchasers hereunder are several and not joint. No Initial Purchaser shall be responsible for the failure of any other Initial Purchaser to perform its obligations hereunder. The failure of any Initial Purchaser to purchase the Notes that it has agreed to purchase hereunder shall not relieve any other Initial Purchaser of its obligation to purchase the Notes that it has agreed to purchase hereunder.

1.2 Purchase Price

The purchase price for the Notes shall be 98.50% of the aggregate principal amount thereof (the "Purchase Price"), reflecting an original issue discount ("OID") of 1.50% of the aggregate principal amount, or $12,750,000. The aggregate Purchase Price payable by the Initial Purchasers for the Notes shall be $837,250,000. Payment of the Purchase Price shall be made by wire transfer of immediately available funds in United States dollars to an account designated by the Issuers, against delivery of the Notes as provided in Section 2.2 hereof.

1.3 Gross Spread

In addition to the OID described in Section 1.2, the Issuers shall pay to the Initial Purchasers, out of the gross proceeds of the offering, a total gross spread (the "Gross Spread") equal to 2.00% of the aggregate principal amount of the Notes, being $17,000,000 in the aggregate. The Gross Spread shall be comprised of the following components:

(a) a management fee equal to 0.25% of the aggregate principal amount of the Notes ($2,125,000);

(b) an underwriting fee equal to 0.75% of the aggregate principal amount of the Notes ($6,375,000); and

The Gross Spread shall be allocated among the Initial Purchasers in proportion to their respective purchase commitments as set forth in Section 1.1 and Schedule II hereto, unless the Initial Purchasers shall otherwise agree among themselves. The Representative shall be responsible for allocating the components of the Gross Spread among the Initial Purchasers in accordance with the economics letter agreement among the Initial Purchasers.

After deducting the Gross Spread from the aggregate Purchase Price, the net proceeds to the Issuers shall be $820,250,000 (calculated as $837,250,000 minus $17,000,000).

1.4 Form and Delivery of the Notes

The Notes shall be represented by one or more global notes in fully registered form (the "Global Notes"), which Global Notes shall be deposited with, or on behalf of, the custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co. or such other nominee of DTC as DTC may designate. Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through, the book-entry system maintained by DTC and its direct and indirect participants.

The Notes offered and sold pursuant to Rule 144A shall be identified by CUSIP number 265387 AA 5 and ISIN US265387AA51. The Notes offered and sold pursuant to Regulation S shall be identified by CUSIP number C2085R AA 2 and ISIN USC2085RAA24.

The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 2: CLOSING

2.1 Closing Date

The closing of the purchase and sale of the Notes (the "Closing") shall take place at 10:00 a.m. (New York City time) on May 15, 2025 (T+1 from pricing) (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, or at such other location or by such remote means (including by electronic exchange of documents and signatures) as the Issuers and the Representative may agree in writing.

2.2 Delivery Against Payment

On the Closing Date, the Issuers shall cause the Notes to be delivered through the facilities of DTC to the accounts of the Initial Purchasers or their respective designees, against payment by the Initial Purchasers of the aggregate Purchase Price in immediately available funds by wire transfer to such account or accounts as the Issuers shall designate in writing to the Representative not less than two (2) business days prior to the Closing Date. Upon completion of the delivery of the Notes and receipt of the Purchase Price, the Issuers and the Representative shall exchange cross-receipts evidencing completion of the Closing.

2.3 Use of Proceeds

The Issuers represent and agree that they will apply the net proceeds from the sale of the Notes as follows:

The foregoing allocation of net proceeds is consistent with the disclosure in the Offering Memoranda under the heading "Use of Proceeds." Pending application of the net proceeds as described above, the Issuers may temporarily invest such proceeds in short-term, investment-grade, interest-bearing instruments or hold such proceeds in cash or deposit accounts.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE ISSUERS AND THE GUARANTORS

Each of the Issuers and each of the Guarantors, jointly and severally, hereby represents and warrants to each Initial Purchaser as of the date hereof and as of the Closing Date as follows:

3.1 Organization and Good Standing

(a) The Issuer is an exempted company duly incorporated, validly existing, and in good standing (to the extent such concept is recognized) under the laws of the Cayman Islands, with all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memoranda.

(b) The Co-Issuer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memoranda. The Co-Issuer was formed solely as a co-issuer of the Notes and does not and will not have any material assets, liabilities, or operations independent of the Issuer.

(c) Each Guarantor is duly organized, validly existing, and in good standing (or equivalent status, to the extent such concept is recognized under the applicable law of its jurisdiction of organization) under the laws of its respective jurisdiction of organization, with all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memoranda. The jurisdiction of organization and entity type of each Guarantor is as follows:

(d) Each of the Issuers and each of the Guarantors is duly qualified or licensed to do business and is in good standing (or equivalent status) in each jurisdiction where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined).

For purposes of this Agreement, "Material Adverse Effect" means any event, occurrence, circumstance, development, or change that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, operations, condition (financial or otherwise), or results of operations of the Issuers and the Guarantors, taken as a whole, (ii) the ability of any Issuer or any Guarantor to perform its obligations under this Agreement or any other Transaction Document, or (iii) the validity, binding effect, or enforceability of this Agreement, the Notes, the Guarantees, the Indenture, or any other Transaction Document.

3.2 Authorization. The execution, delivery, and performance by each Issuer and each Guarantor of this Agreement, the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the Intercreditor Agreement, the Security Documents, and each other Transaction Document to which it 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, or other organizational action on the part of such Issuer or Guarantor. The board of directors of the Issuer (Dunmore Energy Holdings Ltd.) and the board of directors of the Co-Issuer (Dunmore upstream Finance Corp.) have each duly adopted resolutions authorizing the execution, delivery, and performance of each Transaction Document to which it is a party and the issuance and sale of the Notes. The board of directors, board of managers, or members, as applicable, of each Guarantor have duly adopted resolutions or taken equivalent organizational action authorizing the execution, delivery, and performance of each Transaction Document to which such Guarantor is a party, including the Guarantee of such Guarantor. Copies of all such resolutions have been certified by the appropriate officer or authorized person of each Issuer and Guarantor and delivered, or will be delivered on or prior to the Closing Date, to the Initial Purchasers or their counsel.

3.3 No Conflict

The execution, delivery, and performance by each Issuer and each Guarantor of this Agreement and each other Transaction Document to which it is or will be a party, the issuance of the Notes and the Guarantees, and the consummation of the transactions contemplated hereby and thereby, do not and will not:

(i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien, charge, or encumbrance upon any property or assets of any Issuer or any Guarantor pursuant to, the memorandum and articles of association, certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or comparable organizational documents of any Issuer or any Guarantor;

(ii) conflict with or result in a breach or violation of any applicable law, statute, rule, regulation, or administrative order of any court or governmental agency, body, or authority having jurisdiction over any Issuer or any Guarantor or any of their respective properties;

(iii) conflict with or result in a breach or violation of any order, judgment, injunction, writ, or decree of any court or governmental authority binding upon any Issuer or any Guarantor or any of their respective properties; or

(iv) conflict with or result in a breach, violation, or default under (with or without notice or lapse of time, or both), or result in the acceleration of, or give rise to any right of termination, cancellation, or modification under, any material agreement, indenture, mortgage, deed of trust, note, loan agreement, or other instrument to which any Issuer or any Guarantor is a party or by which any of its properties or assets may be bound, including, without limitation, the Asset-Based Lending Credit Agreement, dated as of June 15, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), among Dunmore upstream Finance Corp. as borrower, the Issuer as parent guarantor, the Guarantors party thereto, Velthorn National Bank, N.A. as administrative agent (in such capacity, the "ABL Agent"), and the lenders party thereto, providing for a revolving credit facility with an aggregate commitment of $750,000,000, of which $470,000,000 is currently drawn, maturing in June 2028;

except, in the cases of clauses (ii), (iii), and (iv), for any such conflicts, breaches, violations, defaults, accelerations, liens, or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect.

3.4 Consents and Approvals

No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, body, or authority, or any other person is required for the execution, delivery, and performance by any Issuer or any Guarantor of this Agreement or any other Transaction Document, the issuance and sale of the Notes and the Guarantees, or the consummation of the transactions contemplated hereby and thereby, that has not been obtained or made as of the date hereof or will not have been obtained or made as of the Closing Date, including, without limitation, the written consent of Velthorn National Bank, N.A., acting in its capacity as ABL Agent under the ABL Credit Agreement, to the incurrence of the indebtedness represented by the Notes, the granting of the security interests contemplated by the Security Documents, and the execution and delivery of the Intercreditor Agreement.

3.5 Enforceability. This Agreement has been duly executed and delivered by each Issuer and each Guarantor and constitutes a valid and binding obligation of each Issuer and each Guarantor, enforceable against it in accordance with its terms. On the Closing Date, each of the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the Intercreditor Agreement, each Security Document, and each other Transaction Document to which any Issuer or Guarantor is a party will have been duly executed and delivered by such Issuer or Guarantor and will constitute a valid and binding obligation of such Issuer or Guarantor, enforceable against it in accordance with its terms, in each case subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws relating to or affecting creditors' rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (c) any applicable foreign law limitations on the enforcement of obligations of entities organized under the laws of the Cayman Islands, Nigeria, Senegal, or England and Wales, as applicable, as will be more fully described in the legal opinions to be delivered pursuant to Section 6.5 hereof.

3.6 Capitalization and Ownership

(a) The authorized capital of the Issuer consists of such number of ordinary shares as set forth in its memorandum and articles of association. As of the date hereof, the issued and outstanding equity interests of the Issuer are owned as follows:

(i) Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership: 62.4% of the outstanding equity interests;

(ii) Management and directors of the Issuer and its subsidiaries (pursuant to management equity plans and direct holdings): 18.3% of the outstanding equity interests;

(iii) Solstice Infrastructure Fund LP, a Delaware limited partnership: 11.1% of the outstanding equity interests; and

(iv) Alderman Family Office LLC, a Delaware limited liability company: 8.2% of the outstanding equity interests.

(b) The Co-Issuer is a wholly-owned subsidiary of the Issuer. All of the issued and outstanding shares of capital stock of the Co-Issuer are owned directly by the Issuer, free and clear of all liens, encumbrances, and adverse claims, other than Permitted Liens (as defined in the Indenture) and liens created pursuant to the Security Documents.

(c) All equity interests of each Guarantor are owned, directly or indirectly, by the Issuer, free and clear of all liens, encumbrances, and adverse claims, other than Permitted Liens and liens created pursuant to the Security Documents. There are no outstanding options, warrants, conversion rights, or other agreements or instruments obligating any Issuer or any Guarantor to issue, sell, or transfer any equity interests, other than those described in the Offering Memoranda.

3.7 Offering Memoranda

(a) The Preliminary Offering Memorandum, as of its date (April 28, 2025), did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The Final Offering Memorandum, as of its date (May 14, 2025) and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The representations and warranties set forth in clauses (a) and (b) above do not apply to statements or omissions made in the Offering Memoranda in reliance upon and in conformity with information furnished to the Issuers in writing by or on behalf of any Initial Purchaser through the Representative specifically for use therein (the "Initial Purchaser Information"), it being understood and agreed that the only such Initial Purchaser Information consists of the information described in Schedule IV hereto.

3.8 Financial Statements

(a) The audited consolidated financial statements of the Issuer and its subsidiaries as of December 31, 2024, and for the fiscal year then ended (the "Financial Statements"), which have been audited by Alverton & Co. LLP (lead engagement partner: Graham Stillwell), and which are included or incorporated by reference in the Offering Memoranda, present fairly in all material respects the consolidated financial condition, results of operations, changes in equity, and cash flows of the Issuer and its subsidiaries as of and for the periods covered thereby, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), consistently applied throughout the periods indicated and with each other, except as otherwise noted therein.

(b) For the fiscal year ended December 31, 2024, the key financial metrics of the Issuer and its consolidated subsidiaries were as follows:

(c) The pro forma financial information included in the Offering Memoranda has been properly compiled on the basis described therein, and the assumptions used in the preparation of such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

3.9 Indebtedness. (a) Prior to giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom, the total indebtedness of the Issuer and its subsidiaries on a consolidated basis is as follows:

(i) ABL Credit Agreement (revolving credit facility): $470,000,000 drawn (of $750,000,000 commitment), bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, maturing June 2028; and

(ii) 7.50% Senior Unsecured Notes due October 15, 2028: $850,000,000 aggregate principal amount outstanding.

Total pre-offering indebtedness: $1,320,000,000.

(b) After giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom (including the partial repayment of $450,000,000 of the 7.50% Senior Unsecured Notes due 2028), the pro forma total indebtedness of the Issuer and its subsidiaries on a consolidated basis shall be as follows:

(i) ABL Credit Agreement (revolving credit facility): $470,000,000;

(ii) 7.50% Senior Unsecured Notes due October 15, 2028: $400,000,000; and

(iii) 9.375% Senior Secured Notes due 2032 (the Notes): $850,000,000.

Total pro forma indebtedness: $1,720,000,000.

(c) On a pro forma basis, the Issuer and its subsidiaries have a gross leverage ratio of 2.11x ($1,720,000,000 divided by $816,000,000 EBITDA) and a net leverage ratio of 1.88x (($1,720,000,000 minus $185,000,000 cash and cash equivalents) divided by $816,000,000 EBITDA).

(d) Neither the Issuers nor any Guarantor is in default in the payment of principal or interest on any outstanding indebtedness, and no event of default exists under any agreement, instrument, or indenture governing any such indebtedness.

3.10 No Material Adverse Change

Since December 31, 2024 (the date of the most recent balance sheet included in the Financial Statements), there has been no Material Adverse Change (as defined in the Indenture and herein) in the business, properties, operations, condition (financial or otherwise), or results of operations of the Issuers and the Guarantors, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Offering Memoranda.

3.11 Properties and Assets; Reserves

(a) The Issuers and the Guarantors have good and marketable title (or valid leasehold interests, concession rights, or license interests, as applicable) to all material properties and assets described in the Offering Memoranda as being owned or held by them, free and clear of all liens, encumbrances, and defects, except (i) Permitted Liens (as defined in the Indenture), (ii) liens created or to be created pursuant to the Security Documents, and (iii) such imperfections of title, easements, encumbrances, and liens as would not, individually or in the aggregate, have a Material Adverse Effect.

(b) The principal producing interests and development properties of the Issuers and the Guarantors consist of the following:

(i) OML 47 and OML 63 (Niger Delta, Federal Republic of Nigeria), held by Dunmore Nigeria E&P Ltd.;

(ii) Cayar Offshore Block (Republic of Senegal), held by Dunmore Senegal S.A. pursuant to a production sharing contract with the Republic of Senegal;

(iii) Deepwater leases in Green Canyon and Garden Banks (Gulf of Mexico, United States), held by Dunmore Gulf Operations LLC; and

(iv) A 220 MW solar portfolio in West Texas, held by Dunmore Renewables LLC.

(c) The Issuers' total proved reserves as of December 31, 2024, as estimated by Duval Howard & Partners (lead consultant: Dr. Evelyn Marchetti), an independent petroleum engineering firm, are as follows:

(d) Such reserves estimates have been prepared in accordance with the guidelines established by the U.S. Securities and Exchange Commission ("SEC") and the Petroleum Resources Management System ("PRMS") standards jointly sponsored by the Society of Petroleum Engineers, the American Association of Petroleum Geologists, the World Petroleum Council, the Society of Petroleum Evaluation Engineers, the Society of Exploration Geophysicists, and the European Association of Geoscientists & Engineers.

(e) The Issuers have no reason to believe that such reserves estimates are materially inaccurate or that the assumptions upon which such estimates were based are not reasonable.

3.12 Regulatory Compliance

(a) Dunmore Nigeria E&P Ltd. holds all necessary approvals, permits, and licenses from the Department of Petroleum Resources ("DPR") (and its successors) and the Nigerian National Petroleum Company ("NNPC") with respect to the exploration, development, and production of hydrocarbons from OML 47 and OML 63, and is in compliance in all material respects with the terms and conditions of such approvals, permits, and licenses, including all obligations relating to NNPC back-in rights, participation agreements, and community development obligations.

(b) Dunmore Senegal S.A. holds all necessary permits, approvals, and authorizations from the Senegalese Ministère de l'Énergie, du Pétrole et des Mines and other applicable governmental authorities of the Republic of Senegal for the exploration, development, and production of hydrocarbons from the Cayar Offshore Block, and is in compliance in all material respects with the terms and conditions of its production sharing contract (the "Senegal PSC") and such permits, approvals, and authorizations.

(c) Dunmore Gulf Operations LLC holds all necessary permits, approvals, and authorizations from the Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") for its deepwater operations in the Green Canyon and Garden Banks areas of the Gulf of Mexico, and is in compliance in all material respects with the terms and conditions of such permits, approvals, and authorizations, including all applicable bonding and financial assurance requirements.

(d) Dunmore Renewables LLC holds all necessary permits, approvals, interconnection agreements, and authorizations for the construction, ownership, and operation of the West Texas solar portfolio, including permits from the Electric Reliability Council of Texas ("ERCOT") and applicable county and state authorities, and is in compliance in all material respects with the terms and conditions thereof.

3.13 Environmental Compliance

(a) The Issuers and the Guarantors are in compliance in all material respects with all applicable environmental laws, regulations, and permits, including, without limitation, the National Environmental Policy Act ("NEPA"), the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, applicable Nigerian environmental laws and regulations, applicable Senegalese environmental laws and regulations, and applicable UK and European Union environmental laws and regulations, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.

(b) The environmental, social, and governance ("ESG") disclosures set forth in the Offering Memoranda, including the following key metrics for the fiscal year ended December 31, 2024, have been accurately compiled and are not misleading in any material respect:

(i) Scope 1 greenhouse gas ("GHG") emissions: 1.42 million metric tons CO₂ equivalent;

(ii) Scope 2 GHG emissions: 0.18 million metric tons CO₂ equivalent;

(iii) Methane flaring intensity: 3.8 cubic meters per barrel of oil equivalent;

(iv) Community development expenditures in Nigeria: $14.2 million.

(c) The foregoing ESG data was prepared with the assistance of Barrisford Advisory Group LLC (lead consultant: Nathan Reyes Linley CPAs LLP) and is based on methodologies and assumptions that are reasonable and consistent with industry practice.

(d) There are no pending or, to the knowledge of the Issuers, threatened proceedings or claims against any Issuer or any Guarantor under any applicable environmental law that would, individually or in the aggregate, have a Material Adverse Effect.

3.14 Tax Matters

(a) The Issuer is an exempted company under the laws of the Cayman Islands and, under current Cayman Islands law, is not subject to any income tax, capital gains tax, withholding tax, or other taxes on its income, profits, or gains in the Cayman Islands. The Issuer has received an undertaking from the Cayman Islands government pursuant to Section 6 of the Tax Concessions Law (as revised) that no laws enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciation shall apply to the Issuer or its operations for a period of twenty (20) years from the date of such undertaking.

(b) The Co-Issuer is properly classified as a corporation for United States federal income tax purposes and is not treated as a disregarded entity or partnership for such purposes.

(c) Each of the Issuers and each of the Guarantors has timely filed (or caused to be filed) all material tax returns required to be filed by it and has paid (or caused to be paid) all material taxes due and payable by it, except where the failure to so file or pay would not, individually or in the aggregate, have a Material Adverse Effect. No tax authority has asserted any material tax deficiency or adjustment against any Issuer or any Guarantor that has not been resolved or adequately reserved for.

(d) The OID on the Notes is $12,750,000 (being 1.50% of $850,000,000 aggregate principal amount), and the Issuers confirm that such OID is within the de minimis threshold for purposes of Section 1273 of the Internal Revenue Code of 1986, as amended (the "Code"), or, to the extent such OID exceeds the de minimis threshold, is properly disclosed and accounted for in the Offering Memoranda.

(e) The gross-up and additional amounts provisions set forth in the Indenture and the Notes are properly structured in accordance with applicable law and do not create any obligation on the part of the Issuers or the Guarantors to make additional payments in connection with the offering and sale of the Notes that are not described in the Offering Memoranda.

3.15 Litigation. (a) There is no action, suit, proceeding, inquiry, arbitration, or investigation by or before any court, governmental agency, body, or authority, or any arbitral tribunal, pending or, to the knowledge of the Issuers, threatened against or affecting any Issuer or any Guarantor, or any of their respective properties, that, if determined adversely, would, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated by the Offering Memoranda.

(b) There are no pending or, to the knowledge of the Issuers, threatened governmental investigations or enforcement actions involving any Issuer or any Guarantor or any of their respective properties or operations that would, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated by the Offering Memoranda.

3.16 Collateral and Security Interests

(a) The U.S. Collateral Agreement, the Nigeria Collateral Agreement, the England Collateral Agreement, and the Senegal Collateral Agreement, upon execution and delivery thereof, will create valid, binding, and enforceable security interests in the Collateral (as defined in each such agreement) described therein in favor of the Collateral Agent, for the benefit of the holders of the Notes and the Trustee.

(b) The Security Documents create (or, upon execution, delivery, and, where applicable, registration, filing, or recordation will create) first-priority liens (subject to the Intercreditor Agreement and Permitted Liens) on the following categories of Collateral:

(i) the equity interests of each Guarantor held directly by the Issuers or other Guarantors;

(ii) substantially all tangible and intangible assets of the Issuers and each Guarantor (subject to Permitted Liens and certain customary exclusions);

(iii) intercompany receivables owing among the Issuers and the Guarantors;

(iv) material hydrocarbon offtake contracts, joint operating agreements, and production sharing contracts (to the extent assignable); and

(v) an assignment of insurance proceeds related to the Collateral.

(c) Pursuant to the Intercreditor Agreement, the Collateral is divided into (i) "ABL Priority Collateral" (comprising accounts receivable, inventory, and deposit accounts, in each case of the Issuers and the Guarantors), which is subject to a first-priority lien in favor of Velthorn National Bank, N.A. as ABL Agent and a second-priority lien in favor of the Collateral Agent, and (ii) "Notes Priority Collateral" (comprising real and personal property (including plant, property, and equipment), equity interests of the Guarantors, intellectual property, and material contracts, in each case of the Issuers and the Guarantors), which is subject to a first-priority lien in favor of Northgate Trust Company, N.A. as Collateral Agent and a second-priority lien in favor of the ABL Agent.

3.17 OFAC, Sanctions, and Anti-Corruption Compliance

(a) None of the Issuers, the Guarantors, or, to the knowledge of the Issuers, any of their respective directors, officers, employees, or agents is a person that is, or is 50% or more owned or controlled 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 ("UNSC"), the European Union ("EU"), His Majesty's Treasury, or the UK Office of Financial Sanctions Implementation ("OFSI") (collectively, "Sanctions"); or

(ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive territorial Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (each, a "Sanctioned Country").

(b) Sandoval Compliance Solutions LLC (lead consultant: Rosa Medina) has completed comprehensive OFAC, EU, and UK sanctions screening of all Dunmore group entities, their officers and directors, material counterparties (including the Nigerian National Petroleum Company and its back-in rights in OML 47 and OML 63), joint venture partners, and material service providers. Such screening was completed on April 25, 2025, and produced no hits against the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identification List (the "SSI List"), the EU Consolidated Sanctions List, or the UK OFSI Consolidated List of Financial Sanctions Targets.

(c) No part of the proceeds of the Notes will be used, directly or indirectly, to fund or facilitate any activities of or business with any person, or in any country or territory, that at the time of such funding or facilitation is the subject of Sanctions, or in any other manner that would result in a violation of Sanctions by any person (including any person participating in the transactions contemplated hereby, whether as Initial Purchaser, advisor, investor, or otherwise).

(d) None of the Issuers, the Guarantors, or, to the knowledge of the Issuers, any of their respective directors, officers, employees, or agents, acting on behalf of any Issuer or any Guarantor, has taken any action, directly or indirectly, that would result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

(e) The Issuers and the Guarantors have instituted and maintain policies and procedures designed to ensure compliance with all applicable Sanctions and anti-corruption laws and will continue to maintain such policies and procedures throughout the term of the Notes.

3.18 Investment Company Act

Neither the Issuer nor the Co-Issuer, nor any Guarantor, is, or after giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom as described in Section 2.3 hereof and in the Offering Memoranda, will be required to register as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act").

3.19 No General Solicitation

Neither the Issuers, the Guarantors, nor any person acting on their behalf (other than the Initial Purchasers, as to whom the Issuers make no representation) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television, radio, or the Internet, or (b) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising.

3.20 No Directed Selling Efforts

Neither the Issuers, the Guarantors, nor any person acting on their behalf (other than the Initial Purchasers, as to whom the Issuers make no representation) has engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and the Issuers have complied with the offering restrictions requirement of Regulation S.

3.21 Rule 144A Eligibility

The Notes are eligible for resale pursuant to Rule 144A under the Securities Act. The Notes are not of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated inter-dealer quotation system. At the time of the original issuance of the Notes, the Issuers will not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

3.22 Material Contracts

All material contracts of the Issuers and the Guarantors described in the Offering Memoranda (including, without limitation, all hydrocarbon offtake agreements, joint operating agreements, production sharing contracts, pipeline transportation agreements, and power purchase agreements) are in full force and effect and constitute valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms. Neither the Issuers nor any Guarantor, nor, to the knowledge of the Issuers, any other party thereto, is in default or breach under any such material contract, and no event has occurred that, with notice or lapse of time or both, would constitute such a default or breach, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect.

3.23 Insurance. The Issuers and the Guarantors maintain insurance with financially sound and reputable insurers in such amounts and covering such risks as are customary and adequate for the conduct of their respective businesses and the value of their respective properties. All such insurance policies are in full force and effect, and all premiums due thereon have been paid. Neither the Issuers nor any Guarantor has received notice of cancellation or non-renewal of any material insurance policy. The Issuers and the Guarantors maintain, among other coverages, control-of-well insurance, comprehensive general liability insurance, property and casualty insurance, and directors' and officers' liability insurance, in each case with coverage limits that are customary in the oil and gas industry for companies of comparable size and operations.

3.24 Employees. (a) As of the date hereof, the Issuers and the Guarantors employ approximately 3,400 employees worldwide. Neither the Issuers nor any Guarantor is a party to or bound by any collective bargaining agreement, and there are no pending or, to the knowledge of the Issuers, threatened labor disputes, strikes, work stoppages, or union organizing activities that would, individually or in the aggregate, have a Material Adverse Effect.

(b) The Issuers and the Guarantors are in compliance in all material respects with all applicable laws relating to employment and employment practices, terms and conditions of employment, wages and hours, and occupational health and safety.

3.25 No Broker

Other than the Initial Purchasers, no broker, finder, or other person is entitled to any brokerage commission, finder's fee, or other similar compensation in connection with the offering and sale of the Notes or the other transactions contemplated by this Agreement, based upon arrangements made by or on behalf of the Issuers or any Guarantor.

3.26 Ratings. The Notes have received the following preliminary credit ratings:

(a) Lodestar Ratings International (lead analyst: Catherine Irvine): B2 with a Stable Outlook; and

(b) Veridian Credit Assessments Inc. (lead analyst: James Fenwick): B+ with a Stable Outlook.

The Issuers are not aware of any facts or circumstances that would reasonably be expected to result in the withdrawal, suspension, or downgrade of such ratings prior to the Closing Date.

3.27 Internal Controls and Disclosure Controls

The Issuers maintain systems of internal controls over financial reporting and disclosure controls and procedures that are effective in ensuring that (a) information required to be disclosed by the Issuers is recorded, processed, summarized, and reported on a timely basis, and (b) transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS. The Issuers' internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. Since December 31, 2024, there has been no change in the Issuers' internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Issuers' internal controls over financial reporting.

3.28 Forward-Looking Statements

Any forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, or similar concepts under applicable law) contained in the Offering Memoranda, including, without limitation, statements regarding the Issuers' net-zero greenhouse gas emissions commitment by 2050, projected capital expenditure programs, production forecasts, reserves estimates, and business strategies, have been made on a reasonable basis, reflecting the Issuers' good-faith estimates, judgments, and assumptions as of the date of such statements, and are based on information available to the Issuers as of such date. The Issuers are not aware of any facts or circumstances that would cause them to believe that any such forward-looking statement is materially misleading as of the date hereof.

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS

Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuers and the Guarantors as of the date hereof and as of the Closing Date as follows:

4.1 Organization and Authority

Such Initial Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by such Initial Purchaser have been duly authorized by all necessary corporate, limited liability company, or other organizational action on its part.

4.2 Offering Restrictions

Such Initial Purchaser acknowledges and agrees that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Initial Purchaser agrees that it will offer and sell the Notes only:

(a) in the United States to persons that are QIBs in reliance on Rule 144A; and

(b) outside the United States to persons other than U.S. persons in offshore transactions in reliance on Regulation S.

Such Initial Purchaser agrees that, in connection with any offer or sale of the Notes, it will deliver to each purchaser of Notes a copy of the Final Offering Memorandum (as then amended or supplemented) and will comply with all applicable laws and regulations in each jurisdiction in which it offers or sells Notes.

4.3 No General Solicitation

Such Initial Purchaser represents that it has not engaged and will not engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Notes in the United States, and it has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes.

4.4 Information Provided by Initial Purchasers

Such Initial Purchaser confirms that the only information furnished by or on behalf of such Initial Purchaser in writing to the Issuers specifically for use in the Offering Memoranda is the Initial Purchaser Information described in Schedule IV hereto, which consists solely of the name and address of each Initial Purchaser and certain statements in the "Plan of Distribution" section of the Offering Memoranda relating to the mechanics of the offering, stabilization, and over-allotment.

SECTION 5: COVENANTS OF THE ISSUERS AND THE GUARANTORS

Each of the Issuers and each of the Guarantors covenants and agrees with each Initial Purchaser as follows:

5.1 Use of Proceeds

The Issuers shall apply the net proceeds from the sale of the Notes as set forth in Section 2.3 hereof and as described in the Offering Memoranda under the heading "Use of Proceeds."

5.2 Offering Memoranda Amendments and Supplements

The Issuers shall not amend, supplement, or otherwise modify the Offering Memoranda (including by incorporation by reference) without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. If, at any time prior to the completion of the resale of the Notes by the Initial Purchasers, any event shall occur or condition shall exist as a result of which the Final Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary to amend or supplement the Final Offering Memorandum in order to comply with applicable law, the Issuers shall promptly notify the Representative and shall promptly prepare and furnish to the Initial Purchasers, at the Issuers' expense, an amendment or supplement to the Final Offering Memorandum which will correct such statement or omission or effect such compliance.

5.3 Delivery of Offering Memoranda

The Issuers shall furnish to the Initial Purchasers copies of the Final Offering Memorandum (as amended or supplemented) in such quantities as the Representative may reasonably request for the purposes of the offering and sale of the Notes.

5.4 No Integration

The Issuers shall not, and shall not permit any of their affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) to, directly or indirectly, sell, offer for sale, solicit offers to buy, or otherwise negotiate in respect of, any security (as defined in the Securities Act) that would or could be integrated with the offer and sale of the Notes in a manner that would require the registration of the Notes under the Securities Act or that would otherwise be integrated with the offering of the Notes for purposes of the Securities Act, the rules and regulations of the SEC thereunder, or any applicable stockholder approval provisions of the rules of any national securities exchange or automated quotation system.

5.5 No Stabilization

The Issuers shall not take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in the stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Notes, in violation of applicable law.

PURCHASE AGREEMENT
$850,000,000
9.375% Senior Secured Notes due 2032
Dated as of May 12, 2025
among
DUNMORE ENERGY HOLDINGS LTD. (as Issuer)
DUNMORE UPSTREAM FINANCE CORP. (as Co-Issuer)
THE GUARANTORS NAMED HEREIN
and
RIDGELINE CAPITAL MARKETS LLC (as Lead Initial Purchaser and Representative)
CLARION SECURITIES INC. (as Initial Purchaser)
PINNACLE PARTNERS LLC (as Initial Purchaser)
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PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this "Agreement") is entered into as of May 12, 2025, by and among:
DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002 (the "Company" or the "Issuer");
DUNMORE UPSTREAM FINANCE CORP., a corporation organized under the laws of the State of Delaware (EIN 93-4728106), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005, and its principal office at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056 (the "Co-Issuer" and, together with the Issuer, the "Issuers");
THE GUARANTORS listed on Schedule I hereto (collectively, the "Guarantors" and each individually, a "Guarantor");
RIDGELINE CAPITAL MARKETS LLC, a limited liability company organized under the laws of the State of Delaware, with its principal office at 383 Madison Avenue, 22nd Floor, New York, NY 10179 ("Ridgeline" or the "Representative");
CLARION SECURITIES INC., a corporation organized under the laws of the State of Delaware, with its principal office at One Financial Center, Boston, MA 02111 ("Clarion"); and
PINNACLE PARTNERS LLC, a limited liability company organized under the laws of the State of Delaware, with its principal office at 200 West Street, Suite 4400, New York, NY 10282 ("Pinnacle" and, together with Ridgeline and Clarion, the "Initial Purchasers" and each individually, an "Initial Purchaser").
RECITALS
WHEREAS, the Issuers propose to issue and sell to the Initial Purchasers $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes");
WHEREAS, the Notes will be issued pursuant to an Indenture to be dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors, and Northgate Trust Company, N.A. (EIN 13-6520098), with offices at 100 Wall Street, Suite 1600, New York, NY 10005, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent");
WHEREAS, each Guarantor has agreed to guarantee on a joint and several basis the obligations of the Issuers under the Notes and the Indenture (each such guarantee, a "Guarantee" and collectively, the "Guarantees");
WHEREAS, the Notes are being offered and sold in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to (i) Rule 144A under the Securities Act ("Rule 144A") to persons who are "qualified institutional buyers" as defined in Rule 144A ("QIBs"), and (ii) Regulation S under the Securities Act ("Regulation S") to non-U.S. persons (within the meaning of Regulation S) in offshore transactions;
WHEREAS, the Issuers have prepared a Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary Offering Memorandum") and will prepare a Final Offering Memorandum dated May 14, 2025 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memoranda"), each setting forth information concerning the Issuers, the Guarantors, and the Notes;
WHEREAS, in connection with the offering and sale of the Notes, the Issuers, the Guarantors, and certain other parties will enter into the following additional documents (collectively with this Agreement and the Indenture, the "Transaction Documents"): (a) a Registration Rights Agreement to be dated as of the Closing Date (as defined herein) (the "Registration Rights Agreement"); (b) an Intercreditor Agreement to be dated as of the Closing Date (the "Intercreditor Agreement"); (c) a Collateral Agreement (U.S.) to be dated as of the Closing Date (the "U.S. Collateral Agreement"); (d) a Collateral Agreement (Nigeria) to be dated as of the Closing Date (the "Nigeria Collateral Agreement"); (e) a Collateral Agreement (England) to be dated as of the Closing Date (the "England Collateral Agreement"); (f) a Collateral Agreement (Senegal) to be dated as of the Closing Date (the "Senegal Collateral Agreement" and, together with the U.S. Collateral Agreement, the Nigeria Collateral Agreement, and the England Collateral Agreement, the "Collateral Agreements" or "Security Documents"); and (g) a Paying Agency Agreement to be dated as of the Closing Date (the "Paying Agency Agreement"); and
WHEREAS, the Initial Purchasers wish to purchase the Notes from the Issuers, and the Issuers wish to sell the Notes to the Initial Purchasers, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1: PURCHASE AND SALE OF THE NOTES
1.1 Agreement to Purchase and Sell
Subject to the terms and conditions hereof, the Issuers agree to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, the respective principal amounts of Notes set forth opposite such Initial Purchaser's name on Schedule II hereto, at the purchase price set forth in Section 1.2. The respective purchase commitments of the Initial Purchasers are as follows:
The obligations of the Initial Purchasers hereunder are several and not joint. No Initial Purchaser shall be responsible for the failure of any other Initial Purchaser to perform its obligations hereunder. The failure of any Initial Purchaser to purchase the Notes that it has agreed to purchase hereunder shall not relieve any other Initial Purchaser of its obligation to purchase the Notes that it has agreed to purchase hereunder.
1.2 Purchase Price
The purchase price for the Notes shall be 98.50% of the aggregate principal amount thereof (the "Purchase Price"), reflecting an original issue discount ("OID") of 1.50% of the aggregate principal amount, or $12,750,000. The aggregate Purchase Price payable by the Initial Purchasers for the Notes shall be $837,250,000. Payment of the Purchase Price shall be made by wire transfer of immediately available funds in United States dollars to an account designated by the Issuers, against delivery of the Notes as provided in Section 2.2 hereof.
1.3 Gross Spread
In addition to the OID described in Section 1.2, the Issuers shall pay to the Initial Purchasers, out of the gross proceeds of the offering, a total gross spread (the "Gross Spread") equal to 2.00% of the aggregate principal amount of the Notes, being $17,000,000 in the aggregate. The Gross Spread shall be comprised of the following components:
(a) a management fee equal to 0.25% of the aggregate principal amount of the Notes ($2,125,000);
(b) an underwriting fee equal to 0.75% of the aggregate principal amount of the Notes ($6,375,000); and
(c) a selling concession equal to 1.00% of the aggregate principal amount of the Notes ($8,500,000).
The Gross Spread shall be allocated among the Initial Purchasers in proportion to their respective purchase commitments as set forth in Section 1.1 and Schedule II hereto, unless the Initial Purchasers shall otherwise agree among themselves. The Representative shall be responsible for allocating the components of the Gross Spread among the Initial Purchasers in accordance with the economics letter agreement among the Initial Purchasers.
After deducting the Gross Spread from the aggregate Purchase Price, the net proceeds to the Issuers shall be $820,250,000 (calculated as $837,250,000 minus $17,000,000).
1.4 Form and Delivery of the Notes
The Notes shall be represented by one or more global notes in fully registered form (the "Global Notes"), which Global Notes shall be deposited with, or on behalf of, the custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co. or such other nominee of DTC as DTC may designate. Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through, the book-entry system maintained by DTC and its direct and indirect participants.
The Notes offered and sold pursuant to Rule 144A shall be identified by CUSIP number 265387 AA 5 and ISIN US265387AA51. The Notes offered and sold pursuant to Regulation S shall be identified by CUSIP number C2085R AA 2 and ISIN USC2085RAA24.
The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
SECTION 2: CLOSING
2.1 Closing Date
The closing of the purchase and sale of the Notes (the "Closing") shall take place at 10:00 a.m. (New York City time) on May 15, 2025 (T+1 from pricing) (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, or at such other location or by such remote means (including by electronic exchange of documents and signatures) as the Issuers and the Representative may agree in writing.
2.2 Delivery Against Payment
On the Closing Date, the Issuers shall cause the Notes to be delivered through the facilities of DTC to the accounts of the Initial Purchasers or their respective designees, against payment by the Initial Purchasers of the aggregate Purchase Price in immediately available funds by wire transfer to such account or accounts as the Issuers shall designate in writing to the Representative not less than two (2) business days prior to the Closing Date. Upon completion of the delivery of the Notes and receipt of the Purchase Price, the Issuers and the Representative shall exchange cross-receipts evidencing completion of the Closing.
2.3 Use of Proceeds
The Issuers represent and agree that they will apply the net proceeds from the sale of the Notes as follows:
The foregoing allocation of net proceeds is consistent with the disclosure in the Offering Memoranda under the heading "Use of Proceeds." Pending application of the net proceeds as described above, the Issuers may temporarily invest such proceeds in short-term, investment-grade, interest-bearing instruments or hold such proceeds in cash or deposit accounts.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE ISSUERS AND THE GUARANTORS
Each of the Issuers and each of the Guarantors, jointly and severally, hereby represents and warrants to each Initial Purchaser as of the date hereof and as of the Closing Date as follows:
3.1 Organization and Good Standing
(a) The Issuer is an exempted company duly incorporated, validly existing, and in good standing (to the extent such concept is recognized) under the laws of the Cayman Islands, with all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memoranda.
(b) The Co-Issuer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memoranda. The Co-Issuer was formed solely as a co-issuer of the Notes and does not and will not have any material assets, liabilities, or operations independent of the Issuer.
(c) Each Guarantor is duly organized, validly existing, and in good standing (or equivalent status, to the extent such concept is recognized under the applicable law of its jurisdiction of organization) under the laws of its respective jurisdiction of organization, with all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memoranda. The jurisdiction of organization and entity type of each Guarantor is as follows:
(d) Each of the Issuers and each of the Guarantors is duly qualified or licensed to do business and is in good standing (or equivalent status) in each jurisdiction where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined).
For purposes of this Agreement, "Material Adverse Effect" means any event, occurrence, circumstance, development, or change that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, operations, condition (financial or otherwise), or results of operations of the Issuers and the Guarantors, taken as a whole, (ii) the ability of any Issuer or any Guarantor to perform its obligations under this Agreement or any other Transaction Document, or (iii) the validity, binding effect, or enforceability of this Agreement, the Notes, the Guarantees, the Indenture, or any other Transaction Document.
3.2 Authorization.  The execution, delivery, and performance by each Issuer and each Guarantor of this Agreement, the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the Intercreditor Agreement, the Security Documents, and each other Transaction Document to which it 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, or other organizational action on the part of such Issuer or Guarantor. The board of directors of the Issuer (Dunmore Energy Holdings Ltd.) and the board of directors of the Co-Issuer (Dunmore upstream Finance Corp.) have each duly adopted resolutions authorizing the execution, delivery, and performance of each Transaction Document to which it is a party and the issuance and sale of the Notes. The board of directors, board of managers, or members, as applicable, of each Guarantor have duly adopted resolutions or taken equivalent organizational action authorizing the execution, delivery, and performance of each Transaction Document to which such Guarantor is a party, including the Guarantee of such Guarantor. Copies of all such resolutions have been certified by the appropriate officer or authorized person of each Issuer and Guarantor and delivered, or will be delivered on or prior to the Closing Date, to the Initial Purchasers or their counsel.
3.3 No Conflict
The execution, delivery, and performance by each Issuer and each Guarantor of this Agreement and each other Transaction Document to which it is or will be a party, the issuance of the Notes and the Guarantees, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien, charge, or encumbrance upon any property or assets of any Issuer or any Guarantor pursuant to, the memorandum and articles of association, certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or comparable organizational documents of any Issuer or any Guarantor;
(ii) conflict with or result in a breach or violation of any applicable law, statute, rule, regulation, or administrative order of any court or governmental agency, body, or authority having jurisdiction over any Issuer or any Guarantor or any of their respective properties;
(iii) conflict with or result in a breach or violation of any order, judgment, injunction, writ, or decree of any court or governmental authority binding upon any Issuer or any Guarantor or any of their respective properties; or
(iv) conflict with or result in a breach, violation, or default under (with or without notice or lapse of time, or both), or result in the acceleration of, or give rise to any right of termination, cancellation, or modification under, any material agreement, indenture, mortgage, deed of trust, note, loan agreement, or other instrument to which any Issuer or any Guarantor is a party or by which any of its properties or assets may be bound, including, without limitation, the Asset-Based Lending Credit Agreement, dated as of June 15, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), among Dunmore upstream Finance Corp. as borrower, the Issuer as parent guarantor, the Guarantors party thereto, Velthorn National Bank, N.A. as administrative agent (in such capacity, the "ABL Agent"), and the lenders party thereto, providing for a revolving credit facility with an aggregate commitment of $750,000,000, of which $470,000,000 is currently drawn, maturing in June 2028;
except, in the cases of clauses (ii), (iii), and (iv), for any such conflicts, breaches, violations, defaults, accelerations, liens, or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect.
3.4 Consents and Approvals
No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, body, or authority, or any other person is required for the execution, delivery, and performance by any Issuer or any Guarantor of this Agreement or any other Transaction Document, the issuance and sale of the Notes and the Guarantees, or the consummation of the transactions contemplated hereby and thereby, that has not been obtained or made as of the date hereof or will not have been obtained or made as of the Closing Date, including, without limitation, the written consent of Velthorn National Bank, N.A., acting in its capacity as ABL Agent under the ABL Credit Agreement, to the incurrence of the indebtedness represented by the Notes, the granting of the security interests contemplated by the Security Documents, and the execution and delivery of the Intercreditor Agreement.
3.5 Enforceability.  This Agreement has been duly executed and delivered by each Issuer and each Guarantor and constitutes a valid and binding obligation of each Issuer and each Guarantor, enforceable against it in accordance with its terms. On the Closing Date, each of the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the Intercreditor Agreement, each Security Document, and each other Transaction Document to which any Issuer or Guarantor is a party will have been duly executed and delivered by such Issuer or Guarantor and will constitute a valid and binding obligation of such Issuer or Guarantor, enforceable against it in accordance with its terms, in each case subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws relating to or affecting creditors' rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (c) any applicable foreign law limitations on the enforcement of obligations of entities organized under the laws of the Cayman Islands, Nigeria, Senegal, or England and Wales, as applicable, as will be more fully described in the legal opinions to be delivered pursuant to Section 6.5 hereof.
3.6 Capitalization and Ownership
(a) The authorized capital of the Issuer consists of such number of ordinary shares as set forth in its memorandum and articles of association. As of the date hereof, the issued and outstanding equity interests of the Issuer are owned as follows:
(i) Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership: 62.4% of the outstanding equity interests;
(ii) Management and directors of the Issuer and its subsidiaries (pursuant to management equity plans and direct holdings): 18.3% of the outstanding equity interests;
(iii) Solstice Infrastructure Fund LP, a Delaware limited partnership: 11.1% of the outstanding equity interests; and
(iv) Alderman Family Office LLC, a Delaware limited liability company: 8.2% of the outstanding equity interests.
(b) The Co-Issuer is a wholly-owned subsidiary of the Issuer. All of the issued and outstanding shares of capital stock of the Co-Issuer are owned directly by the Issuer, free and clear of all liens, encumbrances, and adverse claims, other than Permitted Liens (as defined in the Indenture) and liens created pursuant to the Security Documents.
(c) All equity interests of each Guarantor are owned, directly or indirectly, by the Issuer, free and clear of all liens, encumbrances, and adverse claims, other than Permitted Liens and liens created pursuant to the Security Documents. There are no outstanding options, warrants, conversion rights, or other agreements or instruments obligating any Issuer or any Guarantor to issue, sell, or transfer any equity interests, other than those described in the Offering Memoranda.
3.7 Offering Memoranda
(a) The Preliminary Offering Memorandum, as of its date (April 28, 2025), did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(b) The Final Offering Memorandum, as of its date (May 14, 2025) and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) The representations and warranties set forth in clauses (a) and (b) above do not apply to statements or omissions made in the Offering Memoranda in reliance upon and in conformity with information furnished to the Issuers in writing by or on behalf of any Initial Purchaser through the Representative specifically for use therein (the "Initial Purchaser Information"), it being understood and agreed that the only such Initial Purchaser Information consists of the information described in Schedule IV hereto.
3.8 Financial Statements
(a) The audited consolidated financial statements of the Issuer and its subsidiaries as of December 31, 2024, and for the fiscal year then ended (the "Financial Statements"), which have been audited by Alverton & Co. LLP (lead engagement partner: Graham Stillwell), and which are included or incorporated by reference in the Offering Memoranda, present fairly in all material respects the consolidated financial condition, results of operations, changes in equity, and cash flows of the Issuer and its subsidiaries as of and for the periods covered thereby, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), consistently applied throughout the periods indicated and with each other, except as otherwise noted therein.
(b) For the fiscal year ended December 31, 2024, the key financial metrics of the Issuer and its consolidated subsidiaries were as follows:
(c) The pro forma financial information included in the Offering Memoranda has been properly compiled on the basis described therein, and the assumptions used in the preparation of such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
3.9 Indebtedness.  (a) Prior to giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom, the total indebtedness of the Issuer and its subsidiaries on a consolidated basis is as follows:
(i) ABL Credit Agreement (revolving credit facility): $470,000,000 drawn (of $750,000,000 commitment), bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, maturing June 2028; and
(ii) 7.50% Senior Unsecured Notes due October 15, 2028: $850,000,000 aggregate principal amount outstanding.
Total pre-offering indebtedness: $1,320,000,000.
(b) After giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom (including the partial repayment of $450,000,000 of the 7.50% Senior Unsecured Notes due 2028), the pro forma total indebtedness of the Issuer and its subsidiaries on a consolidated basis shall be as follows:
(i) ABL Credit Agreement (revolving credit facility): $470,000,000;
(ii) 7.50% Senior Unsecured Notes due October 15, 2028: $400,000,000; and
(iii) 9.375% Senior Secured Notes due 2032 (the Notes): $850,000,000.
Total pro forma indebtedness: $1,720,000,000.
(c) On a pro forma basis, the Issuer and its subsidiaries have a gross leverage ratio of 2.11x ($1,720,000,000 divided by $816,000,000 EBITDA) and a net leverage ratio of 1.88x (($1,720,000,000 minus $185,000,000 cash and cash equivalents) divided by $816,000,000 EBITDA).
(d) Neither the Issuers nor any Guarantor is in default in the payment of principal or interest on any outstanding indebtedness, and no event of default exists under any agreement, instrument, or indenture governing any such indebtedness.
3.10 No Material Adverse Change
Since December 31, 2024 (the date of the most recent balance sheet included in the Financial Statements), there has been no Material Adverse Change (as defined in the Indenture and herein) in the business, properties, operations, condition (financial or otherwise), or results of operations of the Issuers and the Guarantors, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Offering Memoranda.
3.11 Properties and Assets; Reserves
(a) The Issuers and the Guarantors have good and marketable title (or valid leasehold interests, concession rights, or license interests, as applicable) to all material properties and assets described in the Offering Memoranda as being owned or held by them, free and clear of all liens, encumbrances, and defects, except (i) Permitted Liens (as defined in the Indenture), (ii) liens created or to be created pursuant to the Security Documents, and (iii) such imperfections of title, easements, encumbrances, and liens as would not, individually or in the aggregate, have a Material Adverse Effect.
(b) The principal producing interests and development properties of the Issuers and the Guarantors consist of the following:
(i) OML 47 and OML 63 (Niger Delta, Federal Republic of Nigeria), held by Dunmore Nigeria E&P Ltd.;
(ii) Cayar Offshore Block (Republic of Senegal), held by Dunmore Senegal S.A. pursuant to a production sharing contract with the Republic of Senegal;
(iii) Deepwater leases in Green Canyon and Garden Banks (Gulf of Mexico, United States), held by Dunmore Gulf Operations LLC; and
(iv) A 220 MW solar portfolio in West Texas, held by Dunmore Renewables LLC.
(c) The Issuers' total proved reserves as of December 31, 2024, as estimated by Duval Howard & Partners (lead consultant: Dr. Evelyn Marchetti), an independent petroleum engineering firm, are as follows:
(d) Such reserves estimates have been prepared in accordance with the guidelines established by the U.S. Securities and Exchange Commission ("SEC") and the Petroleum Resources Management System ("PRMS") standards jointly sponsored by the Society of Petroleum Engineers, the American Association of Petroleum Geologists, the World Petroleum Council, the Society of Petroleum Evaluation Engineers, the Society of Exploration Geophysicists, and the European Association of Geoscientists & Engineers.
(e) The Issuers have no reason to believe that such reserves estimates are materially inaccurate or that the assumptions upon which such estimates were based are not reasonable.
3.12 Regulatory Compliance
(a) Dunmore Nigeria E&P Ltd. holds all necessary approvals, permits, and licenses from the Department of Petroleum Resources ("DPR") (and its successors) and the Nigerian National Petroleum Company ("NNPC") with respect to the exploration, development, and production of hydrocarbons from OML 47 and OML 63, and is in compliance in all material respects with the terms and conditions of such approvals, permits, and licenses, including all obligations relating to NNPC back-in rights, participation agreements, and community development obligations.
(b) Dunmore Senegal S.A. holds all necessary permits, approvals, and authorizations from the Senegalese Ministère de l'Énergie, du Pétrole et des Mines and other applicable governmental authorities of the Republic of Senegal for the exploration, development, and production of hydrocarbons from the Cayar Offshore Block, and is in compliance in all material respects with the terms and conditions of its production sharing contract (the "Senegal PSC") and such permits, approvals, and authorizations.
(c) Dunmore Gulf Operations LLC holds all necessary permits, approvals, and authorizations from the Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") for its deepwater operations in the Green Canyon and Garden Banks areas of the Gulf of Mexico, and is in compliance in all material respects with the terms and conditions of such permits, approvals, and authorizations, including all applicable bonding and financial assurance requirements.
(d) Dunmore Renewables LLC holds all necessary permits, approvals, interconnection agreements, and authorizations for the construction, ownership, and operation of the West Texas solar portfolio, including permits from the Electric Reliability Council of Texas ("ERCOT") and applicable county and state authorities, and is in compliance in all material respects with the terms and conditions thereof.
3.13 Environmental Compliance
(a) The Issuers and the Guarantors are in compliance in all material respects with all applicable environmental laws, regulations, and permits, including, without limitation, the National Environmental Policy Act ("NEPA"), the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, applicable Nigerian environmental laws and regulations, applicable Senegalese environmental laws and regulations, and applicable UK and European Union environmental laws and regulations, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
(b) The environmental, social, and governance ("ESG") disclosures set forth in the Offering Memoranda, including the following key metrics for the fiscal year ended December 31, 2024, have been accurately compiled and are not misleading in any material respect:
(i) Scope 1 greenhouse gas ("GHG") emissions: 1.42 million metric tons CO₂ equivalent;
(ii) Scope 2 GHG emissions: 0.18 million metric tons CO₂ equivalent;
(iii) Methane flaring intensity: 3.8 cubic meters per barrel of oil equivalent;
(iv) Community development expenditures in Nigeria: $14.2 million.
(c) The foregoing ESG data was prepared with the assistance of Barrisford Advisory Group LLC (lead consultant: Nathan Reyes Linley CPAs LLP) and is based on methodologies and assumptions that are reasonable and consistent with industry practice.
(d) There are no pending or, to the knowledge of the Issuers, threatened proceedings or claims against any Issuer or any Guarantor under any applicable environmental law that would, individually or in the aggregate, have a Material Adverse Effect.
3.14 Tax Matters
(a) The Issuer is an exempted company under the laws of the Cayman Islands and, under current Cayman Islands law, is not subject to any income tax, capital gains tax, withholding tax, or other taxes on its income, profits, or gains in the Cayman Islands. The Issuer has received an undertaking from the Cayman Islands government pursuant to Section 6 of the Tax Concessions Law (as revised) that no laws enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciation shall apply to the Issuer or its operations for a period of twenty (20) years from the date of such undertaking.
(b) The Co-Issuer is properly classified as a corporation for United States federal income tax purposes and is not treated as a disregarded entity or partnership for such purposes.
(c) Each of the Issuers and each of the Guarantors has timely filed (or caused to be filed) all material tax returns required to be filed by it and has paid (or caused to be paid) all material taxes due and payable by it, except where the failure to so file or pay would not, individually or in the aggregate, have a Material Adverse Effect. No tax authority has asserted any material tax deficiency or adjustment against any Issuer or any Guarantor that has not been resolved or adequately reserved for.
(d) The OID on the Notes is $12,750,000 (being 1.50% of $850,000,000 aggregate principal amount), and the Issuers confirm that such OID is within the de minimis threshold for purposes of Section 1273 of the Internal Revenue Code of 1986, as amended (the "Code"), or, to the extent such OID exceeds the de minimis threshold, is properly disclosed and accounted for in the Offering Memoranda.
(e) The gross-up and additional amounts provisions set forth in the Indenture and the Notes are properly structured in accordance with applicable law and do not create any obligation on the part of the Issuers or the Guarantors to make additional payments in connection with the offering and sale of the Notes that are not described in the Offering Memoranda.
3.15 Litigation.  (a) There is no action, suit, proceeding, inquiry, arbitration, or investigation by or before any court, governmental agency, body, or authority, or any arbitral tribunal, pending or, to the knowledge of the Issuers, threatened against or affecting any Issuer or any Guarantor, or any of their respective properties, that, if determined adversely, would, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated by the Offering Memoranda.
(b) There are no pending or, to the knowledge of the Issuers, threatened governmental investigations or enforcement actions involving any Issuer or any Guarantor or any of their respective properties or operations that would, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated by the Offering Memoranda.
3.16 Collateral and Security Interests
(a) The U.S. Collateral Agreement, the Nigeria Collateral Agreement, the England Collateral Agreement, and the Senegal Collateral Agreement, upon execution and delivery thereof, will create valid, binding, and enforceable security interests in the Collateral (as defined in each such agreement) described therein in favor of the Collateral Agent, for the benefit of the holders of the Notes and the Trustee.
(b) The Security Documents create (or, upon execution, delivery, and, where applicable, registration, filing, or recordation will create) first-priority liens (subject to the Intercreditor Agreement and Permitted Liens) on the following categories of Collateral:
(i) the equity interests of each Guarantor held directly by the Issuers or other Guarantors;
(ii) substantially all tangible and intangible assets of the Issuers and each Guarantor (subject to Permitted Liens and certain customary exclusions);
(iii) intercompany receivables owing among the Issuers and the Guarantors;
(iv) material hydrocarbon offtake contracts, joint operating agreements, and production sharing contracts (to the extent assignable); and
(v) an assignment of insurance proceeds related to the Collateral.
(c) Pursuant to the Intercreditor Agreement, the Collateral is divided into (i) "ABL Priority Collateral" (comprising accounts receivable, inventory, and deposit accounts, in each case of the Issuers and the Guarantors), which is subject to a first-priority lien in favor of Velthorn National Bank, N.A. as ABL Agent and a second-priority lien in favor of the Collateral Agent, and (ii) "Notes Priority Collateral" (comprising real and personal property (including plant, property, and equipment), equity interests of the Guarantors, intellectual property, and material contracts, in each case of the Issuers and the Guarantors), which is subject to a first-priority lien in favor of Northgate Trust Company, N.A. as Collateral Agent and a second-priority lien in favor of the ABL Agent.
3.17 OFAC, Sanctions, and Anti-Corruption Compliance
(a) None of the Issuers, the Guarantors, or, to the knowledge of the Issuers, any of their respective directors, officers, employees, or agents is a person that is, or is 50% or more owned or controlled 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 ("UNSC"), the European Union ("EU"), His Majesty's Treasury, or the UK Office of Financial Sanctions Implementation ("OFSI") (collectively, "Sanctions"); or
(ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive territorial Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (each, a "Sanctioned Country").
(b) Sandoval Compliance Solutions LLC (lead consultant: Rosa Medina) has completed comprehensive OFAC, EU, and UK sanctions screening of all Dunmore group entities, their officers and directors, material counterparties (including the Nigerian National Petroleum Company and its back-in rights in OML 47 and OML 63), joint venture partners, and material service providers. Such screening was completed on April 25, 2025, and produced no hits against the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identification List (the "SSI List"), the EU Consolidated Sanctions List, or the UK OFSI Consolidated List of Financial Sanctions Targets.
(c) No part of the proceeds of the Notes will be used, directly or indirectly, to fund or facilitate any activities of or business with any person, or in any country or territory, that at the time of such funding or facilitation is the subject of Sanctions, or in any other manner that would result in a violation of Sanctions by any person (including any person participating in the transactions contemplated hereby, whether as Initial Purchaser, advisor, investor, or otherwise).
(d) None of the Issuers, the Guarantors, or, to the knowledge of the Issuers, any of their respective directors, officers, employees, or agents, acting on behalf of any Issuer or any Guarantor, has taken any action, directly or indirectly, that would result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.
(e) The Issuers and the Guarantors have instituted and maintain policies and procedures designed to ensure compliance with all applicable Sanctions and anti-corruption laws and will continue to maintain such policies and procedures throughout the term of the Notes.
3.18 Investment Company Act
Neither the Issuer nor the Co-Issuer, nor any Guarantor, is, or after giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom as described in Section 2.3 hereof and in the Offering Memoranda, will be required to register as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act").
3.19 No General Solicitation
Neither the Issuers, the Guarantors, nor any person acting on their behalf (other than the Initial Purchasers, as to whom the Issuers make no representation) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television, radio, or the Internet, or (b) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising.
3.20 No Directed Selling Efforts
Neither the Issuers, the Guarantors, nor any person acting on their behalf (other than the Initial Purchasers, as to whom the Issuers make no representation) has engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and the Issuers have complied with the offering restrictions requirement of Regulation S.
3.21 Rule 144A Eligibility
The Notes are eligible for resale pursuant to Rule 144A under the Securities Act. The Notes are not of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated inter-dealer quotation system. At the time of the original issuance of the Notes, the Issuers will not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
3.22 Material Contracts
All material contracts of the Issuers and the Guarantors described in the Offering Memoranda (including, without limitation, all hydrocarbon offtake agreements, joint operating agreements, production sharing contracts, pipeline transportation agreements, and power purchase agreements) are in full force and effect and constitute valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms. Neither the Issuers nor any Guarantor, nor, to the knowledge of the Issuers, any other party thereto, is in default or breach under any such material contract, and no event has occurred that, with notice or lapse of time or both, would constitute such a default or breach, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect.
3.23 Insurance.  The Issuers and the Guarantors maintain insurance with financially sound and reputable insurers in such amounts and covering such risks as are customary and adequate for the conduct of their respective businesses and the value of their respective properties. All such insurance policies are in full force and effect, and all premiums due thereon have been paid. Neither the Issuers nor any Guarantor has received notice of cancellation or non-renewal of any material insurance policy. The Issuers and the Guarantors maintain, among other coverages, control-of-well insurance, comprehensive general liability insurance, property and casualty insurance, and directors' and officers' liability insurance, in each case with coverage limits that are customary in the oil and gas industry for companies of comparable size and operations.
3.24 Employees.  (a) As of the date hereof, the Issuers and the Guarantors employ approximately 3,400 employees worldwide. Neither the Issuers nor any Guarantor is a party to or bound by any collective bargaining agreement, and there are no pending or, to the knowledge of the Issuers, threatened labor disputes, strikes, work stoppages, or union organizing activities that would, individually or in the aggregate, have a Material Adverse Effect.
(b) The Issuers and the Guarantors are in compliance in all material respects with all applicable laws relating to employment and employment practices, terms and conditions of employment, wages and hours, and occupational health and safety.
3.25 No Broker
Other than the Initial Purchasers, no broker, finder, or other person is entitled to any brokerage commission, finder's fee, or other similar compensation in connection with the offering and sale of the Notes or the other transactions contemplated by this Agreement, based upon arrangements made by or on behalf of the Issuers or any Guarantor.
3.26 Ratings.  The Notes have received the following preliminary credit ratings:
(a) Lodestar Ratings International (lead analyst: Catherine Irvine): B2 with a Stable Outlook; and
(b) Veridian Credit Assessments Inc. (lead analyst: James Fenwick): B+ with a Stable Outlook.
The Issuers are not aware of any facts or circumstances that would reasonably be expected to result in the withdrawal, suspension, or downgrade of such ratings prior to the Closing Date.
3.27 Internal Controls and Disclosure Controls
The Issuers maintain systems of internal controls over financial reporting and disclosure controls and procedures that are effective in ensuring that (a) information required to be disclosed by the Issuers is recorded, processed, summarized, and reported on a timely basis, and (b) transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS. The Issuers' internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. Since December 31, 2024, there has been no change in the Issuers' internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Issuers' internal controls over financial reporting.
3.28 Forward-Looking Statements
Any forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, or similar concepts under applicable law) contained in the Offering Memoranda, including, without limitation, statements regarding the Issuers' net-zero greenhouse gas emissions commitment by 2050, projected capital expenditure programs, production forecasts, reserves estimates, and business strategies, have been made on a reasonable basis, reflecting the Issuers' good-faith estimates, judgments, and assumptions as of the date of such statements, and are based on information available to the Issuers as of such date. The Issuers are not aware of any facts or circumstances that would cause them to believe that any such forward-looking statement is materially misleading as of the date hereof.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS
Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuers and the Guarantors as of the date hereof and as of the Closing Date as follows:
4.1 Organization and Authority
Such Initial Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by such Initial Purchaser have been duly authorized by all necessary corporate, limited liability company, or other organizational action on its part.
4.2 Offering Restrictions
Such Initial Purchaser acknowledges and agrees that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Initial Purchaser agrees that it will offer and sell the Notes only:
(a) in the United States to persons that are QIBs in reliance on Rule 144A; and
(b) outside the United States to persons other than U.S. persons in offshore transactions in reliance on Regulation S.
Such Initial Purchaser agrees that, in connection with any offer or sale of the Notes, it will deliver to each purchaser of Notes a copy of the Final Offering Memorandum (as then amended or supplemented) and will comply with all applicable laws and regulations in each jurisdiction in which it offers or sells Notes.
4.3 No General Solicitation
Such Initial Purchaser represents that it has not engaged and will not engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Notes in the United States, and it has not engaged and will not engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes.
4.4 Information Provided by Initial Purchasers
Such Initial Purchaser confirms that the only information furnished by or on behalf of such Initial Purchaser in writing to the Issuers specifically for use in the Offering Memoranda is the Initial Purchaser Information described in Schedule IV hereto, which consists solely of the name and address of each Initial Purchaser and certain statements in the "Plan of Distribution" section of the Offering Memoranda relating to the mechanics of the offering, stabilization, and over-allotment.
SECTION 5: COVENANTS OF THE ISSUERS AND THE GUARANTORS
Each of the Issuers and each of the Guarantors covenants and agrees with each Initial Purchaser as follows:
5.1 Use of Proceeds
The Issuers shall apply the net proceeds from the sale of the Notes as set forth in Section 2.3 hereof and as described in the Offering Memoranda under the heading "Use of Proceeds."
5.2 Offering Memoranda Amendments and Supplements
The Issuers shall not amend, supplement, or otherwise modify the Offering Memoranda (including by incorporation by reference) without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. If, at any time prior to the completion of the resale of the Notes by the Initial Purchasers, any event shall occur or condition shall exist as a result of which the Final Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary to amend or supplement the Final Offering Memorandum in order to comply with applicable law, the Issuers shall promptly notify the Representative and shall promptly prepare and furnish to the Initial Purchasers, at the Issuers' expense, an amendment or supplement to the Final Offering Memorandum which will correct such statement or omission or effect such compliance.
5.3 Delivery of Offering Memoranda
The Issuers shall furnish to the Initial Purchasers copies of the Final Offering Memorandum (as amended or supplemented) in such quantities as the Representative may reasonably request for the purposes of the offering and sale of the Notes.
5.4 No Integration
The Issuers shall not, and shall not permit any of their affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) to, directly or indirectly, sell, offer for sale, solicit offers to buy, or otherwise negotiate in respect of, any security (as defined in the Securities Act) that would or could be integrated with the offer and sale of the Notes in a manner that would require the registration of the Notes under the Securities Act or that would otherwise be integrated with the offering of the Notes for purposes of the Securities Act, the rules and regulations of the SEC thereunder, or any applicable stockholder approval provisions of the rules of any national securities exchange or automated quotation system.
5.5 No Stabilization
The Issuers shall not take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in the stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Notes, in violation of applicable law.
5.6 DTC Eligibility
The Issuers shall use their reasonable best efforts to permit the Notes to be eligible for clearance and settlement through the facilities of DTC and to maintain such eligibility for so long as any Notes remain outstanding.
5.7 Reporting.  For so long as any Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers will furnish, upon request, to the Initial Purchasers and to each holder or beneficial owner of Notes, or to any prospective purchaser designated by any such holder or beneficial owner, such financial and other information as may be required by, and in the manner and to the extent necessary to satisfy the conditions set forth in, Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with the resale of the Notes. The Issuers will also comply with their reporting obligations under the Indenture and the Registration Rights Agreement.
5.8 Blue Sky
The Issuers shall cooperate with the Initial Purchasers and their counsel in qualifying or registering the Notes, or obtaining exemptions for the Notes, for offering and sale under the applicable state securities or "blue sky" laws of such jurisdictions as the Representative may reasonably request; provided, however, that the Issuers shall not be obligated to (a) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it is not so qualified or would not otherwise be required to so qualify, (b) file a general consent to service of process in any jurisdiction, or (c) subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation.
5.9 Sanctions Compliance
The Issuers shall not, and shall not permit any of their subsidiaries to, directly or indirectly, use any portion of the proceeds of the Notes, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person, (a) to fund or facilitate any activities of or business with any person that at the time of such funding or facilitation is the subject of Sanctions, or in any Sanctioned Country, to the extent such activities or business would be prohibited by Sanctions if conducted by a person subject to such Sanctions, or (b) in any other manner that would result in a violation of Sanctions by any person (including any person participating in the transactions contemplated hereby, whether as Initial Purchaser, advisor, investor, or otherwise). Without limiting the foregoing, the Issuers shall implement and maintain the Post-Closing Sanctions Monitoring Protocol, which shall include quarterly sanctions screening of all Dunmore group entities, officers, directors, and material counterparties and the delivery of quarterly compliance certificates to the Representative and the Trustee, in each case during the first twelve (12) months following the Closing Date.
5.10 Registration Rights Agreement
On or prior to the Closing Date, the Issuers and the Guarantors shall execute and deliver the Registration Rights Agreement, substantially in the form heretofore agreed among the parties, pursuant to which the Issuers will agree to (a) file with the SEC a registration statement on an appropriate form (the "Exchange Offer Registration Statement") relating to an exchange offer for the Notes within 365 days after the Closing Date, (b) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act, and (c) consummate the exchange offer promptly after the effectiveness of the Exchange Offer Registration Statement, all on the terms and subject to the conditions set forth in the Registration Rights Agreement.
SECTION 6: CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE INITIAL PURCHASERS
The obligations of each Initial Purchaser to purchase the Notes on the Closing Date are subject to the satisfaction (or waiver by the Representative) of the following conditions:
6.1 Accuracy of Representations and Warranties
The representations and warranties of the Issuers and the Guarantors contained in Section 3 hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date hereof and as of the Closing Date (except for representations and warranties that by their terms speak as of a specific date, which shall be true and correct as of such date), with the same effect as though such representations and warranties had been made on and as of the Closing Date.
6.2 Performance of Covenants
The Issuers and the Guarantors shall have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing Date.
6.3 No Material Adverse Change
Since the date of the most recent financial statements included in the Offering Memoranda (December 31, 2024), no Material Adverse Change shall have occurred, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Offering Memoranda (exclusive of any amendment or supplement thereto).
6.4 Officers' Certificate
The Initial Purchasers shall have received a certificate (the "Officers' Certificate"), substantially in the form attached hereto as Exhibit A, dated the Closing Date, executed by Marcus Ellingham, Chief Executive Officer, and Deepa Rajaram, Chief Financial Officer, of the Issuer, on behalf of the Issuers and the Guarantors, certifying that (a) the representations and warranties of the Issuers and the Guarantors contained in this Agreement are true and correct as required by Section 6.1, (b) the Issuers and the Guarantors have complied with all agreements and covenants and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date, and (c) no Material Adverse Change has occurred since December 31, 2024.
6.5 Legal Opinions
The Initial Purchasers shall have received the following written legal opinions, each dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative and its counsel:
(a) Calderwood & Harkness LLP — New York Law Enforceability Opinion. An opinion of Calderwood & Harkness LLP, counsel to the Issuers and the Guarantors, covering the enforceability under the laws of the State of New York of the Indenture, this Agreement, the Registration Rights Agreement, the U.S. Collateral Agreement, and the Intercreditor Agreement, including the creation, attachment, perfection, and priority of the security interests granted pursuant to the U.S. Collateral Agreement (subject to customary assumptions, qualifications, and exceptions);
(b) Calderwood & Harkness LLP — Corporate Authorization Opinion. An opinion of Calderwood & Harkness LLP covering the due organization, valid existence, good standing, and due authorizatio

PURCHASE AGREEMENT

THE GUARANTORS NAMED HEREIN

PURCHASE AGREEMENT

RECITALS

SECTION 1: PURCHASE AND SALE OF THE NOTES

SECTION 2: CLOSING

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE ISSUERS AND THE GUARANTORS

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS

SECTION 5: COVENANTS OF THE ISSUERS AND THE GUARANTORS

Record

Parties

Dates

Amounts