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SITE ACCESS AND COST-SHARING AGREEMENT

By and Between

DUNMORE ENERGY HOLDINGS LTD.

and

CALERA PROPERTIES GROUP LLC

Effective as of ____, 2025

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SITE ACCESS AND COST-SHARING AGREEMENT

This SITE ACCESS AND COST-SHARING AGREEMENT (this "Agreement") is made and entered into as of the _ day of ___, 2025 (the "Effective Date"), by and between:

DUNMORE ENERGY HOLDINGS LTD. ("DEH"), an exempted company incorporated under the laws of the Cayman Islands, with its principal office located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands (Cayman Registration No. MC-318574);

and

CALERA PROPERTIES GROUP LLC ("Calera" or "Owner"), a Texas limited liability company, with its principal office located at 2900 Woodlands Parkway, Suite 310, The Woodlands, TX 77381 (EIN: 84-3207156).

DEH and Calera are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The Site. Owner is the fee simple owner of a 48.7-acre tract of land commonly known as the Dunmore Wharton Terminal, located at 14200 FM 1301, Wharton, Wharton County, Texas 77488 (Tax Parcel ID: WC-0241-0034), being Lots 3 and 4 of the H.T. & B.R.R. Survey, Abstract No. 241, Wharton County, Texas, as more particularly described in that certain deed recorded at Volume 1892, Page 417, Official Public Records, Wharton County, Texas (the "Site"), and as depicted on the site map attached hereto as Exhibit A and incorporated herein by reference;

B. Owner's Acquisition. Owner acquired the Site at a tax foreclosure sale in March 2019 for a purchase price of Six Hundred Twelve Thousand Dollars ($612,000). Since the date of acquisition, Owner has made no operational use of the Site and has incurred approximately Two Hundred Eighty-Five Thousand Four Hundred Dollars ($285,400) in fence maintenance, security, and property-tax obligations. Owner is not, and has never been, a responsible party for any contamination at the Site;

C. DEH's Predecessor. The Site was formerly operated as a petroleum bulk-storage terminal by Dunmore Terminal Services, Inc. ("DTS"), a Texas corporation (historical EIN: 76-0384291) and a wholly owned subsidiary of DEH. DTS operated the terminal continuously from 1974 through 2015. DTS was dissolved effective December 31, 2017, with the Texas Secretary of State. Pursuant to a Plan of Dissolution and Assignment of Liabilities dated October 15, 2017, all liabilities of DTS, including all environmental obligations relating to the Site, were assumed by DEH;

D. Environmental Conditions. The Site has documented soil and groundwater contamination resulting from decades of refined-product handling by DTS and its co-operators, including releases of benzene, toluene, ethylbenzene, xylenes (collectively, "BTEX"), total petroleum hydrocarbons ("TPH"), methyl tert-butyl ether ("MTBE"), and dissolved-phase lead. Soil TPH concentrations have been measured at levels up to 14,200 milligrams per kilogram (mg/kg) in the southern tank farm area of the Site and up to 8,750 mg/kg in the northern tank farm area of the Site. A dissolved benzene plume extends approximately 2,400 feet downgradient (south-southwest) of the southern tank farm, with maximum benzene concentrations of 3.8 milligrams per liter (mg/L), which is approximately 760 times the federal Maximum Contaminant Level of 0.005 mg/L established under the Safe Drinking Water Act;

E. Voluntary Cleanup Program. DEH has applied to the Texas Commission on Environmental Quality ("TCEQ") Voluntary Cleanup Program ("VCP") for the investigation and remediation of the Site. DEH's VCP application was submitted on June 25, 2025, and the Site has been assigned TCEQ VCP Tracking No. VCP-2517. Total estimated remediation costs are approximately Nine Million Seven Hundred Forty Thousand Dollars ($9,740,000), with a range of $7,810,000 to $12,180,000, as determined by Pinehill Environmental Consulting LLC ("Pinehill"), DEH's retained environmental consultant;

F. Need for Site Access. DEH requires access to the Site for purposes of environmental investigation, remediation, treatment, monitoring, and long-term groundwater monitoring under VCP-2517. Such activities are anticipated to continue through approximately 2033, which is the target date for the issuance by TCEQ of a Certificate of Completion under VCP-2517;

G. Institutional Controls. Upon completion of remediation and issuance of a Certificate of Completion by TCEQ, it is anticipated that certain deed restrictions and institutional controls will need to be recorded against the Site as a condition of VCP closure, including restrictions on future land use, prohibitions on water-well installation, and requirements for maintenance of any engineered controls;

H. Purpose of Agreement. The Parties desire to set forth the terms and conditions under which DEH and its contractors, consultants, and agents shall access the Site, the allocation of costs between the Parties, insurance requirements, indemnification obligations, and Owner's cooperation with the implementation and recording of institutional controls, all as more particularly described herein.

NOW, THEREFORE, in consideration of 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:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Affected Property Assessment Report" or "APAR" shall mean the assessment report required to be prepared and submitted to TCEQ by DEH under the VCP in connection with VCP-2517, which report is targeted for submission to TCEQ on or before October 31, 2025. The APAR will include a comprehensive characterization of the nature and extent of contamination conditions at the Site and an evaluation of risks to human health and the environment.

1.2 "Authorized Representatives" shall mean DEH's officers, directors, employees, agents, contractors, subcontractors, and consultants, including, without limitation, Pinehill Environmental Consulting LLC (principal-in-charge: Dr. Lena Vasquez, P.E., P.G., with offices at 9330 Kirby Drive, Suite 240, Houston, Texas 77054) and their respective personnel, and any other environmental consultants, remediation contractors, drilling contractors, analytical laboratories, waste transporters, and other service providers engaged by or on behalf of DEH in connection with Remediation Activities.

1.3 "Certificate of Completion" or "CoC" shall mean the certificate issued by TCEQ upon the successful completion of all remediation activities, post-remediation monitoring, and closure requirements under VCP-2517, confirming that the Site meets all applicable TCEQ standards for the designated future land use. The target date for issuance of the CoC is 2033, although such date is an estimate and is subject to change based on the progress of Remediation Activities and TCEQ's review and approval processes.

1.4 "Contaminants of Concern" or "COCs" shall mean benzene, toluene, ethylbenzene, xylenes (collectively, BTEX), total petroleum hydrocarbons (TPH), methyl tert-butyl ether (MTBE), and dissolved-phase lead, as well as any other contaminants subsequently identified at the Site during the course of Remediation Activities that are attributable to historical operations at the Site.

1.5 "Deed Restrictions" shall mean the environmental restrictive covenants and institutional controls to be recorded against the Site in the Official Public Records of Wharton County, Texas, upon or in connection with VCP completion and issuance of a Certificate of Completion, substantially in the form attached hereto as Exhibit C and incorporated herein by reference.

1.6 "Escrow Agent" shall mean Lone Star Title & Escrow Co., a Texas corporation, with its offices located at 3400 Bissonnet Street, Suite 100, Houston, Texas 77005, or such successor escrow agent as may be mutually agreed upon by the Parties in writing.

1.7 "Incremental Carrying Costs" shall mean documented costs incurred by Owner that are directly attributable to DEH's Remediation Activities at the Site and that are above and beyond the costs Owner would have incurred absent such Remediation Activities. By way of example and not limitation, Incremental Carrying Costs may include additional security costs necessitated by remediation equipment on-site, costs associated with the temporary relocation or modification of fencing to accommodate remediation access, utility charges for electricity or water service required for remediation equipment, and costs of temporary access road improvements required by DEH. For avoidance of doubt, Incremental Carrying Costs shall not include Owner's pre-existing carrying costs, including property taxes, insurance premiums on Owner's existing policies, routine fence maintenance unrelated to Remediation Activities, or any costs that Owner would have incurred regardless of whether Remediation Activities were being conducted.

1.8 "Northern Tank Farm" shall mean the portion of the Site containing twelve (12) aboveground storage tanks (ASTs), with an approximate total capacity of 420,000 barrels, formerly operated by DTS for the storage and distribution of refined petroleum products. The Northern Tank Farm is generally located in the northern portion of the Site, as depicted on the site map attached as Exhibit A.

1.9 "PLL Policy" shall mean the Pollution Legal Liability insurance policy issued to DEH by Bridgemont Insurance Company, bearing Policy No. ENV-BIC-2024-07821, effective March 1, 2024, through March 1, 2034, providing a Fifteen Million Dollar ($15,000,000) aggregate limit of liability and carrying a Five Hundred Thousand Dollar ($500,000) self-insured retention. The PLL Policy covers on-site and off-site cleanup costs and third-party bodily injury and property damage arising from pollution conditions at scheduled locations, including the Site.

1.10 "Remediation Activities" shall mean all investigation, assessment, remediation, treatment, monitoring, and closure activities conducted by or on behalf of DEH at the Site pursuant to VCP-2517, including, without limitation: (a) soil and groundwater sampling and analysis; (b) installation, operation, maintenance, and decommissioning of monitoring wells; (c) soil excavation, treatment, and off-site disposal; (d) in-situ groundwater treatment, including chemical oxidation and enhanced bioremediation; (e) long-term groundwater monitoring; (f) installation, operation, and maintenance of engineered caps, covers, or other remedial structures; (g) installation and maintenance of institutional controls; (h) submission of all required reports, plans, and correspondence to TCEQ, including the APAR, Voluntary Cleanup Work Plan, and progress reports; and (i) all related project management, regulatory liaison, and administrative activities.

1.11 "Site" shall have the meaning ascribed to it in Recital A of this Agreement.

1.12 "Southern Tank Farm" shall mean the portion of the Site containing twelve (12) aboveground storage tanks (ASTs), with an approximate total capacity of 315,000 barrels, formerly operated by Rowan Creek Fuel Distributors, Inc. under a Joint Operating Agreement with DTS from approximately 1991 to 2010. The Southern Tank Farm comprises approximately eighteen (18) acres in the southern portion of the Site, as depicted on the site map attached as Exhibit A.

1.13 "TCEQ" shall mean the Texas Commission on Environmental Quality, the state agency with regulatory authority over the VCP and environmental matters at the Site, or any successor agency.

1.14 "VCP" shall mean the TCEQ Voluntary Cleanup Program established under Chapter 361, Subchapter S, of the Texas Health and Safety Code, as amended from time to time.

1.15 "Voluntary Cleanup Work Plan" shall mean the remediation work plan to be prepared by Pinehill and submitted by DEH to TCEQ under VCP-2517, setting forth the proposed remediation strategy, technologies, timeline, and milestones for the cleanup of the Site. The Voluntary Cleanup Work Plan is targeted for submission to TCEQ in April 2026.

ARTICLE 2 — GRANT OF ACCESS LICENSE

2.1 Irrevocable License. Owner hereby grants to DEH and its Authorized Representatives an irrevocable, non-exclusive license (the "License") to enter upon, access, traverse, and use the Site for the sole purpose of conducting Remediation Activities, as defined herein. The License shall include the right to access all portions of the Site reasonably necessary for the performance of Remediation Activities, including, without limitation, the Northern Tank Farm, the Southern Tank Farm, existing access roads and entry points, and any other areas of the Site where investigative, remedial, or monitoring activities are required or appropriate.

The License shall remain in effect from the Effective Date until the earlier of: (a) the date on which TCEQ issues a Certificate of Completion under VCP-2517 and all post-remediation monitoring obligations imposed by TCEQ as a condition of such Certificate of Completion have been fully satisfied (currently estimated to occur in or about 2033); or (b) the date on which the Parties execute a mutual written agreement to terminate this Agreement in accordance with Article 12. For avoidance of doubt, the issuance of a Certificate of Completion alone shall not terminate the License if post-remediation monitoring obligations remain outstanding; rather, the License shall continue until all such monitoring obligations have been completed and all related equipment has been removed from the Site in accordance with Section 3.3.

The License granted herein is irrevocable and may not be terminated, revoked, or rescinded by Owner unilaterally for any reason whatsoever, including, without limitation, the sale, transfer, conveyance, foreclosure, or other disposition of all or any portion of the Site. The irrevocable nature of this License is essential to DEH's ability to perform its environmental obligations under VCP-2517 and to comply with the requirements of TCEQ, and Owner acknowledges that DEH would not have entered into this Agreement absent the irrevocable nature of the License. The License shall run with the land and shall be binding upon Owner's successors and assigns in accordance with the provisions of Section 10.4 of this Agreement.

2.2 Scope of Access. The License granted in Section 2.1 includes, without limitation, the right to perform the following activities on and about the Site:

(a) conduct soil and groundwater sampling, testing, and monitoring, including the collection of soil borings, grab samples, and groundwater samples from new and existing monitoring wells;

(b) install, operate, maintain, repair, replace, and decommission monitoring wells, piezometers, and other subsurface installations;

(c) install, operate, maintain, and remove treatment systems and related equipment, including chemical oxidation injection systems, enhanced bioremediation systems, and associated piping, tanks, and electrical components;

(d) perform soil excavation, removal, stockpiling, treatment, and backfill, including the staging and loading of excavated soil for off-site disposal at authorized facilities;

(e) operate heavy equipment, including excavators, backhoes, drill rigs, vacuum trucks, and support vehicles;

(f) establish staging areas, laydown areas, and temporary material storage areas for equipment, materials, and supplies;

(g) construct and maintain temporary structures, including equipment enclosures, generator pads, and field offices;

(h) install and maintain engineered caps, covers, barrier systems, or other remedial structures as required by TCEQ;

(i) conduct surveying, topographic mapping, and other geospatial activities;

(j) perform all other activities reasonably necessary for, or incidental to, the performance of Remediation Activities as defined herein.

The License further includes the right to bring vehicles, equipment, materials, supplies, and personnel onto the Site via existing access roads and entry points, as depicted on the site map attached as Exhibit A. DEH shall have the right to improve existing access roads to the extent reasonably necessary to accommodate remediation equipment, provided that any such improvements shall be conducted in a manner that minimizes disturbance to the Site and shall be restored in accordance with Section 3.3 upon completion of Remediation Activities.

2.3 Scheduling and Coordination. DEH shall provide Owner with not less than forty-eight (48) hours' prior written notice (which notice may be given by electronic mail to the address specified in Article 13 or to such other email address as Owner may designate in writing from time to time) before initial mobilization of personnel and equipment to the Site and before the commencement of any new phase of Remediation Activities. For purposes of this Section, a "new phase" shall mean a distinct stage of remediation work that involves the introduction of new equipment or activities not previously conducted at the Site, such as the commencement of soil excavation, the installation of a groundwater treatment system, or the initiation of a new monitoring program.

DEH shall use commercially reasonable efforts to coordinate with Owner regarding the scheduling and sequencing of Remediation Activities so as to minimize any interference with Owner's access to or use of the Site. The Parties acknowledge that, as of the Effective Date, Owner has made no operational use of the Site since its acquisition in March 2019, and the primary activities conducted by Owner at the Site have been limited to periodic inspections, fence maintenance, and security. Notwithstanding the foregoing, DEH recognizes that Owner may in the future seek to use the Site for lawful purposes consistent with the Deed Restrictions and applicable law, and DEH shall cooperate with Owner to the extent reasonably practicable to accommodate such future use.

In the event of an emergency requiring immediate access to the Site — including, without limitation, a spill, release, or other event requiring urgent response, or any action directed by TCEQ or another governmental authority — DEH and its Authorized Representatives shall be permitted to access the Site without prior notice to Owner. In such circumstances, DEH shall provide notice to Owner as soon as practicable after gaining access to the Site and shall describe the nature of the emergency and the actions taken or to be taken in response thereto.

2.4 Limitations on Access. DEH's access to the Site under the License shall be limited to those portions of the Site that are reasonably necessary for the performance of Remediation Activities. DEH shall not occupy or use any portions of the Site that are not required for Remediation Activities, and DEH shall confine its activities and the activities of its Authorized Representatives to the areas of the Site where remediation work is being performed or is reasonably required.

DEH shall not interfere with Owner's ability to access the Site for Owner's own lawful purposes. If any conflict arises between DEH's need for access and Owner's need for access, the Parties shall cooperate in good faith to resolve the conflict in a manner that allows both Parties to exercise their respective rights. In the event that an irreconcilable conflict exists, the need to comply with TCEQ requirements and applicable environmental law shall take priority, provided that DEH shall minimize the duration and extent of any resulting interference with Owner's access.

DEH shall, and shall cause its Authorized Representatives to, comply with all applicable federal, state, and local laws, regulations, ordinances, and governmental permits in the conduct of Remediation Activities at the Site, including, without limitation, the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Chapter 361), the Texas Water Code, the rules and regulations of TCEQ (30 Texas Administrative Code), the Occupational Safety and Health Act, and all applicable regulations of the U.S. Environmental Protection Agency.

ARTICLE 3 — REMEDIATION ACTIVITIES

3.1 DEH's Obligations. DEH shall, at its sole cost and expense (subject to any cost recovery from third parties, including without limitation Rowan Creek Fuel Distributors, Inc. or its successors), conduct all Remediation Activities at the Site in compliance with the requirements of TCEQ VCP-2517, all applicable environmental laws and regulations, and the terms of this Agreement. DEH acknowledges and accepts its status as the party responsible for the investigation and remediation of contamination conditions at the Site arising from the historical operations of DTS and its co-operators.

DEH shall retain qualified environmental consultants and contractors, holding all required licenses, certifications, and registrations, to perform Remediation Activities at the Site. As of the Effective Date, DEH has retained Pinehill Environmental Consulting LLC, an environmental consulting firm based in Houston, Texas, with Dr. Lena Vasquez, P.E., P.G., serving as the principal-in-charge for the project. DEH reserves the right to engage additional or substitute consultants and contractors from time to time, provided that all such consultants and contractors shall be qualified professionals with experience in the investigation and remediation of petroleum-impacted sites and shall comply with the insurance requirements set forth in Article 6 and Exhibit B.

DEH shall use commercially reasonable efforts to complete Remediation Activities in a timely manner consistent with the VCP milestones established or to be established in coordination with TCEQ, including the following anticipated schedule:

(a) APAR Submission: Target date of October 31, 2025;

(b) Voluntary Cleanup Work Plan Submission: Target date of April 2026;

(c) Active Remediation Phase: Estimated commencement in June 2026, with completion estimated by December 2028. This phase will include soil excavation and off-site disposal in the most heavily impacted areas, in-situ chemical oxidation of source areas, and enhanced bioremediation of the dissolved benzene plume;

(d) Post-Remediation Monitoring Phase: Estimated commencement in January 2029, with completion estimated by December 2032. This phase will include quarterly groundwater monitoring at a network of monitoring wells to confirm that COC concentrations are decreasing and that remediation objectives are being met;

(e) Certificate of Completion: Target date for application to TCEQ for issuance of a Certificate of Completion is 2033, subject to the satisfactory results of post-remediation monitoring and TCEQ's review and approval process.

The Parties acknowledge that the foregoing schedule is an estimate based on current information and that actual timelines may vary depending on site conditions, the effectiveness of remediation technologies, TCEQ review timelines, and other factors beyond DEH's reasonable control. DEH shall promptly notify Owner of any material changes to the anticipated schedule.

3.2 Standard of Care. All Remediation Activities shall be performed in a good and workmanlike manner, in accordance with accepted industry standards and practices for environmental investigation and remediation of petroleum-impacted sites, and in compliance with all applicable TCEQ requirements, including the TCEQ Risk Reduction Standards (30 Texas Administrative Code, Chapter 350) and the VCP regulations (30 Texas Administrative Code, Chapter 333). DEH shall ensure that all Authorized Representatives performing Remediation Activities are properly trained, licensed, and equipped to perform their assigned tasks in a safe and professional manner.

3.3 Restoration. Upon the completion of Remediation Activities, or upon the completion of any discrete phase thereof, DEH shall restore the surface of the Site to a condition substantially similar to the condition of the Site prior to the commencement of such activities, reasonable wear and tear excepted. Such restoration shall include, without limitation: (a) the removal of all equipment, materials, supplies, temporary structures, and debris brought to the Site by DEH or its Authorized Representatives in connection with Remediation Activities; (b) the backfilling, compaction, and grading of any excavations or trenches; and (c) the re-grading and stabilization of any disturbed areas to prevent erosion and promote drainage.

Notwithstanding the foregoing, DEH shall not be required to remove any permanent monitoring wells, engineered caps or covers, barrier systems, or other remedial structures or improvements that are required by TCEQ to remain in place as a condition of the Certificate of Completion or as part of the long-term institutional controls for the Site. DEH shall provide Owner with a list and survey-grade locations of all permanent installations remaining on the Site at the conclusion of Remediation Activities.

3.4 Reporting to Owner. DEH shall provide Owner, and Owner's counsel (Kerrigan, Pace & Sullivan LLP, attention Nora Fujimoto, 700 Milam Street, Suite 2000, Houston, Texas 77002), with copies of all material correspondence with TCEQ relating to VCP-2517, including, without limitation, the APAR, the Voluntary Cleanup Work Plan, all TCEQ review comments and response letters, progress reports, monitoring reports, and the application for and issuance of the Certificate of Completion, within ten (10) business days of the submission to or receipt from TCEQ of each such document. DEH shall redact from such materials only information that is subject to a bona fide claim of attorney-client privilege or attorney work product, provided that DEH shall inform Owner of any such redactions.

In addition to the foregoing, DEH shall provide Owner with quarterly written status updates regarding the progress of Remediation Activities. Each quarterly status update shall include a summary of activities conducted during the preceding quarter, a description of any significant findings or developments, an updated schedule for upcoming activities, and a summary of any TCEQ communications. Quarterly status updates shall be provided no later than thirty (30) days following the end of each calendar quarter (i.e., by April 30, July 31, October 31, and January 31 of each year).

ARTICLE 4 — COST ALLOCATION AND REIMBURSEMENT

4.1 Remediation Costs. DEH shall bear all costs and expenses of Remediation Activities, including, without limitation, the costs of environmental consulting, remediation contracting, drilling, laboratory analysis, waste transportation and disposal, equipment rental, materials, permit fees, TCEQ application and oversight fees, and all other costs necessary to complete Remediation Activities and obtain a Certificate of Completion under VCP-2517. For avoidance of doubt, the total estimated remediation cost is approximately Nine Million Seven Hundred Forty Thousand Dollars ($9,740,000), with an estimated range of Seven Million Eight Hundred Ten Thousand Dollars ($7,810,000) to Twelve Million One Hundred Eighty Thousand Dollars ($12,180,000), as set forth in the remediation cost estimate prepared by Pinehill dated April 2025.

Owner shall have no obligation to contribute to, share in, or reimburse any portion of the costs of Remediation Activities. The Parties acknowledge and agree that Owner is not a responsible party for any contamination at the Site, that Owner did not cause, contribute to, or exacerbate any contamination at the Site, and that the entire cost of Remediation Activities is the sole responsibility of DEH as the successor-in-interest to DTS.

4.2 Reimbursement of Incremental Carrying Costs. DEH shall reimburse Owner for all documented Incremental Carrying Costs that are directly attributable to DEH's Remediation Activities at the Site, in accordance with the following procedures:

(a) Owner shall submit invoices to DEH on a monthly basis, with each invoice to be submitted no later than thirty (30) days following the end of the calendar month in which the Incremental Carrying Costs were incurred. Each invoice shall be accompanied by reasonable supporting documentation, including receipts, contracts, and itemized descriptions of each cost claimed as an Incremental Carrying Cost, together with a brief explanation of how each cost is directly attributable to DEH's Remediation Activities.

(b) DEH shall review each invoice and shall pay all undisputed amounts within thirty (30) days of receipt of the invoice. Payment shall be made by wire transfer or check to the account designated by Owner in writing.

(c) If DEH disputes any portion of an invoice, DEH shall notify Owner in writing within fifteen (15) days of receipt of the invoice, specifying the disputed items and the basis for the dispute. The Parties shall negotiate in good faith to resolve any such dispute. Disputed amounts that are not resolved through negotiation shall be subject to the dispute resolution provisions of Article 11. DEH's obligation to pay undisputed portions of an invoice shall not be affected by the pendency of any dispute regarding other items on the same invoice.

For avoidance of doubt, Owner's pre-existing carrying costs — including the approximately Two Hundred Eighty-Five Thousand Four Hundred Dollars ($285,400) in fence maintenance, security, and property-tax obligations incurred by Owner from March 2019 through approximately June 2025 — are not Incremental Carrying Costs and are not subject to reimbursement under this Agreement. Similarly, property taxes assessed against the Site, insurance premiums on Owner's existing policies, and routine maintenance expenses that Owner would have incurred regardless of Remediation Activities shall not constitute Incremental Carrying Costs.

4.3 No Obligation Regarding Pre-Existing Costs. Nothing in this Agreement shall be construed to obligate DEH to reimburse Owner for costs incurred by Owner prior to the Effective Date, or for costs that Owner would have incurred regardless of whether Remediation Activities were being conducted at the Site. The Parties acknowledge that Owner's decision to acquire the Site at a tax foreclosure sale and the carrying costs incurred in connection with that ownership are matters solely within Owner's responsibility, and DEH has no obligation with respect thereto.

ARTICLE 5 — ESCROW ARRANGEMENT

5.1 Establishment of Escrow. Within thirty (30) days of the Effective Date, DEH shall deposit the sum of Five Hundred Thousand Dollars ($500,000) (the "Initial Escrow Deposit") into an interest-bearing escrow account (the "Escrow Account") to be established with Lone Star Title & Escrow Co. (the "Escrow Agent") at 3400 Bissonnet Street, Suite 100, Houston, Texas 77005. The Escrow Account shall be maintained in a federally insured financial institution in an account meeting the requirements of the Texas Property Code for escrow accounts. The Escrow Account shall be maintained by the Escrow Agent pursuant to a separate escrow agreement (the "Escrow Agreement") to be executed by the Parties and the Escrow Agent concurrently with or promptly following the execution of this Agreement, which Escrow Agreement shall be consistent with the terms of this Article 5.

5.2 Purpose of Escrow. The Escrow Account shall serve as security for the faithful performance of DEH's obligations under this Agreement, including, without limitation:

(a) DEH's obligation to reimburse Owner for Incremental Carrying Costs pursuant to Section 4.2;

(b) DEH's indemnification obligations under Article 7 of this Agreement; and

(c) DEH's obligation to restore the surface of the Site to a condition substantially similar to its pre-remediation condition pursuant to Section 3.3 of this Agreement.

The existence of the Escrow Account shall not limit or cap DEH's liability under this Agreement. DEH's obligations hereunder are not limited to the amount of funds in the Escrow Account, and Owner shall have the right to pursue all available remedies against DEH for any amounts exceeding the Escrow Account balance.

5.3 Replenishment. If the balance of the Escrow Account falls below One Hundred Thousand Dollars ($100,000) at any time due to disbursements made in accordance with the terms of this Agreement and the Escrow Agreement, DEH shall replenish the Escrow Account to a balance of Five Hundred Thousand Dollars ($500,000) within fifteen (15) business days of receipt of written notice from the Escrow Agent or Owner that the balance has fallen below such threshold. Failure by DEH to timely replenish the Escrow Account shall constitute a material breach of this Agreement, subject to the cure provisions of Section 12.2.

5.4 Release of Escrow. The Escrow Account, together with all accrued interest thereon (less any amounts properly disbursed in accordance with the terms of this Agreement and the Escrow Agreement), shall be released to DEH upon the occurrence of the latest of the following events:

(a) the issuance of the Certificate of Completion by TCEQ under VCP-2517;

(b) the completion of all surface restoration obligations under Section 3.3 to Owner's reasonable satisfaction;

(c) the expiration of the survival period for indemnification obligations under Section 7.5, provided that if any indemnification claim is then pending, the Escrow Agent shall retain an amount reasonably estimated to cover such pending claim, and the balance shall be released to DEH; and

(d) the resolution of any pending claims against the Escrow Account and the disbursement of any amounts required to satisfy such claims.

5.5 Interest. All interest earned on the Escrow Account shall accrue to the benefit of DEH and shall be paid to DEH upon the release of the Escrow Account in accordance with Section 5.4, net of any amounts properly disbursed. DEH shall be responsible for the payment of any taxes on interest earned on the Escrow Account, and DEH's taxpayer identification information shall be provided to the Escrow Agent and the financial institution for tax reporting purposes.

ARTICLE 6 — INSURANCE REQUIREMENTS

6.1 DEH's Insurance Obligations. DEH shall procure and maintain, at its sole cost and expense, the following insurance coverages throughout the term of this Agreement:

(a) Commercial General Liability Insurance. DEH shall maintain a commercial general liability ("CGL") insurance policy with limits of not less than Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the general aggregate. The CGL policy shall include coverage for premises and operations liability, products and completed operations liability, contractual liability (including coverage for DEH's indemnification obligations under this Agreement), and personal injury and advertising injury liability. The CGL policy shall be written on an occurrence basis by an insurer with a current A.M. Best rating of "A-" (Excellent) or better and a Financial Size Category of VII or larger. Owner shall be named as an additional insured under the CGL policy with respect to liability arising out of or relating to DEH's operations at the Site, and the additional insured endorsement shall be on ISO Form CG 20 10 or its equivalent.

(b) Pollution Legal Liability Insurance. DEH currently maintains a Pollution Legal Liability ("PLL") insurance policy with Bridgemont Insurance Company, bearing Policy No. ENV-BIC-2024-07821, effective March 1, 2024, through March 1, 2034, with a Fifteen Million Dollar ($15,000,000) aggregate limit of liability and a Five Hundred Thousand Dollar ($500,000) self-insured retention. The PLL Policy provides coverage for on-site and off-site cleanup costs and third-party bodily injury and property damage arising from pollution conditions at scheduled locations, including the Site. DEH shall maintain the PLL Policy, or a replacement policy providing substantially equivalent coverage, in effect throughout the term of this Agreement. Owner shall be named as an additional insured under the PLL Policy to the extent such additional insured status is commercially available and not prohibited by the terms of the policy. If additional insured status is not commercially available under the PLL Policy, DEH shall use commercially reasonable efforts to obtain such status and shall promptly advise Owner if such efforts are unsuccessful.

(c) Workers' Compensation Insurance. DEH shall maintain workers' compensation insurance as required by the laws of the State of Texas, providing statutory benefits for DEH's employees performing work at the Site, together with employer's liability coverage with limits of not less than One Million Dollars ($1,000,000) per accident, One Million Dollars ($1,000,000) disease per employee, and One Million Dollars ($1,000,000) disease policy limit.

(d) Automobile Liability Insurance. DEH shall maintain commercial automobile liability insurance covering all owned, hired, and non-owned vehicles used in connection with Remediation Activities, with combined single limits of not less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

6.2 Contractor Insurance. DEH shall require all contractors and subcontractors performing Remediation Activities at the Site to procure and maintain insurance coverages consistent with the requirements set forth in Exhibit B (Insurance Requirements), which is attached hereto and incorporated herein by reference. Exhibit B sets forth the minimum insurance coverages, limits, and endorsements required for all contractors and subcontractors, including CGL, automobile liability, workers' compensation, professional liability (where applicable), and contractor's pollution liability insurance. DEH shall be responsible for verifying that all contractors and subcontractors maintain the required insurance coverages prior to commencing work at the Site and shall retain certificates of insurance evidencing such coverages in its project files.

6.3 Evidence of Insurance. DEH shall provide Owner with certificates of insurance evidencing the coverages required by this Article 6 upon execution of this Agreement and annually thereafter on or before each anniversary of the Effective Date. In addition, DEH shall provide Owner with updated certificates of insurance upon Owner's reasonable written request. All certificates of insurance shall identify Owner as a certificate holder and shall include notation of any additional insured status granted to Owner.

6.4 Notice of Cancellation. DEH shall provide Owner with not less than thirty (30) days' prior written notice of any cancellation, non-renewal, or material modification of any insurance policy required to be maintained under this Article 6. DEH shall use commercially reasonable efforts to obtain replacement coverage prior to the effective date of any cancellation or non-renewal. Failure by DEH to maintain the insurance coverages required by this Article 6 shall constitute a material breach of this Agreement, subject to the cure provisions of Section 12.2.

ARTICLE 7 — INDEMNIFICATION

7.1 DEH's Indemnification of Owner. DEH shall indemnify, defend, and hold harmless Owner, its members (including Rebecca Strand, Managing Member), managers, officers, employees, agents, and representatives (collectively, "Owner Indemnitees") from and against any and all claims, demands, actions, causes of action, suits, judgments, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising out of or relating to:

(a) DEH's Remediation Activities at the Site, including, without limitation, the acts, omissions, negligence, or strict liability of DEH or any of DEH's Authorized Representatives in connection with the performance of Remediation Activities;

(b) any bodily injury, illness, disease, or death, or any damage to or destruction of property (including property of Owner), occurring at or relating to the Site and caused by or resulting from DEH's Remediation Activities or the presence of DEH's Authorized Representatives, equipment, or materials at the Site;

(c) any violation of applicable federal, state, or local laws, regulations, ordinances, or governmental permits by DEH or any of its Authorized Representatives in connection with the performance of Remediation Activities;

(d) any third-party claims (including claims by neighboring property owners, tenants, or other persons) arising from or related to contamination conditions at the Site that predate Owner's acquisition of the Site in March 2019, including, without limitation, claims for personal injury, property damage, diminution in property value, loss of use, or natural resource damages arising from the migration of contaminants from the Site; and

(e) any claims, orders, directives, or enforcement actions by governmental authorities (including TCEQ, the U.S. Environmental Protection Agency, or any other federal, state, or local agency) seeking to hold any Owner Indemnitee responsible for pre-existing contamination conditions at the Site, including any claim that any Owner Indemnitee is an "owner" or "operator" for purposes of CERCLA (42 U.S.C. § 9601 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Chapter 361), or any other applicable environmental law.

DEH's indemnification obligations under this Section 7.1 shall apply regardless of whether the Losses are caused in part by the ordinary negligence (but not the gross negligence or willful misconduct) of any Owner Indemnitee.

7.2 Exclusions from DEH's Indemnification. Notwithstanding the foregoing, DEH's indemnification obligations under Section 7.1 shall not extend to Losses to the extent arising from:

(a) the gross negligence or willful misconduct of any Owner Indemnitee;

(b) Owner's independent activities at the Site that are unrelated to Remediation Activities and that independently cause or contribute to the Losses; or

(c) contamination conditions at the Site caused solely by Owner or Owner's agents, contractors, or invitees after Owner's acquisition of the Site in March 2019, which contamination conditions are not attributable to the historical operations of DTS or its co-operators.

7.3 Owner's Indemnification of DEH. Owner shall indemnify, defend, and hold harmless DEH, its directors, officers, employees, agents, and representatives (collectively, "DEH Indemnitees") from and against any and all Losses arising out of or relating to:

(a) the gross negligence or willful misconduct of Owner or any of Owner's agents, contractors, or invitees at the Site; or

(b) any breach by Owner of its representations, warranties, covenants, or obligations under this Agreement.

7.4 Indemnification Procedures. The following procedures shall govern the assertion and defense of any claim for which indemnification is sought under this Article 7:

(a) Notice. The party seeking indemnification (the "Indemnified Party") shall promptly give written notice to the party from whom indemnification is sought (the "Indemnifying Party") of any claim, demand, action, or proceeding for which indemnification may be sought. Such notice shall describe the claim in reasonable detail and shall include copies of any pleadings, correspondence, or other documents received by the Indemnified Party relating to the claim. The failure of the Indemnified Party to give timely notice shall not release the Indemnifying Party from its indemnification obligations, except to the extent that the Indemnifying Party demonstrates that it has been actually and materially prejudiced by such failure.

(b) Control of Defense. The Indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of any claim for which indemnification is sought, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to assume control of the defense, the Indemnified Party shall have the right to participate in the defense at its own expense, but the Indemnifying Party shall control all decisions regarding the conduct of the defense.

(c) Cooperation. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any claim, including making available to the Indemnifying Party all relevant documents, records, and personnel and providing such testimony and assistance as the Indemnifying Party may reasonably request.

(d) Settlement. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (i) involves only the payment of money by the Indemnifying Party, (ii) does not impose any obligation, restriction, or admission of liability on the Indemnified Party, and (iii) includes a full and unconditional release of the Indemnified Party from all liability relating to the claim.

7.5 Survival. The indemnification obligations set forth in this Article 7 shall survive the expiration or termination of this Agreement for a period of three (3) years following the date of such expiration or termination. Any indemnification claim that is asserted in writing prior to the expiration of such survival period shall continue to be subject to the indemnification obligations of this Article 7 until final resolution thereof, regardless of whether such resolution occurs after the expiration of the survival period.

ARTICLE 8 — COOPERATION WITH INSTITUTIONAL CONTROLS

8.1 Deed Restrictions. Owner agrees to cooperate with DEH in the preparation, execution, and recording of environmental restrictive covenants and deed restrictions against the Site as may be required by TCEQ as a condition of the issuance of a Certificate of Completion under VCP-2517. The Parties acknowledge that it is customary for TCEQ to require the imposition of institutional controls as a condition of VCP closure when contamination remains in place above unrestricted-use standards, and that the nature and scope of such institutional controls will be determined through the VCP process in consultation with TCEQ.

The form of Deed Restriction currently contemplated by the Parties is attached hereto as Exhibit C and incorporated herein by reference. The Deed Restriction is anticipated to include, without limitation, the following restrictions on the use and development of the Site:

(a) the Site shall be restricted to commercial and industrial use only, and no residential use of any kind (including single-family, multi-family, or mixed-use residential) shall be permitted;

(b) no water wells shall be installed into the Chicot Aquifer shallow zone (identified at approximately twenty-two (22) feet below ground surface, as depicted on Exhibit A);

(c) no soil disturbance below ten (10) feet below ground surface shall be permitted without the prior written approval of TCEQ;

(d) all engineered caps, covers, barrier systems, or other remedial structures installed at the Site as part of the Remediation Activities shall be maintained in good condition by the owner of the Site, in accordance with any maintenance plan approved by TCEQ; and

(e) such other restrictions as TCEQ may require as a condition of VCP closure.

The Deed Restriction shall be recorded in the Official Public Records of Wharton County, Texas, and shall run with the land in perpetuity (or for such period as TCEQ may require), binding upon all successors and assigns of Owner.

8.2 Owner's Consent. Owner shall not unreasonably withhold, condition, or delay its consent to the execution and recording of Deed Restrictions that are substantially in the form of Exhibit C or are otherwise required by TCEQ as a condition of VCP closure under VCP-2517. Owner acknowledges that the recording of appropriate Deed Restrictions is essential to the successful completion of the VCP process and the issuance of a Certificate of Completion, and that the failure to record such Deed Restrictions could prevent VCP closure and result in ongoing environmental liabilities at the Site.

8.3 Owner's Right to Review. DEH shall provide Owner and Owner's counsel (Kerrigan, Pace & Sullivan LLP, attention Nora Fujimoto) with the proposed form of Deed Restriction not less than thirty (30) days prior to the targeted recording date, together with any related TCEQ correspondence or requirements. Owner shall have the right to review the proposed Deed Restriction and to submit reasonable comments to DEH within fifteen (15) days of receipt thereof. DEH shall consider Owner's reasonable comments in good faith and shall negotiate with Owner regarding any modifications to the proposed Deed Restriction, provided that DEH shall not be obligated to agree to any modifications that are inconsistent with TCEQ's requirements for VCP closure.

8.4 DEH's Obligation. DEH shall be responsible for all costs and expenses associated with the preparation, negotiation, execution, and recording of the Deed Restriction, including, without limitation, attorneys' fees, recording fees, and any costs of title examination or title insurance required in connection therewith. Owner shall not be required to incur any costs in connection with the Deed Restriction, other than the costs of Owner's own legal counsel in reviewing the proposed Deed Restriction.

ARTICLE 9 — OWNER'S REPRESENTATIONS AND ACKNOWLEDGMENTS

9.1 Ownership. Owner represents and warrants to DEH that Owner is the fee simple owner of the Site, free and clear of all liens, encumbrances, and claims of title except as may be disclosed in a current title commitment or policy, having acquired the Site at a tax foreclosure sale conducted under the Texas Tax Code in March 2019 for a purchase price of Six Hundred Twelve Thousand Dollars ($612,000). Owner further represents that it has not conveyed, transferred, or encumbered any interest in the Site that would impair or limit the License granted to DEH under this Agreement.

9.2 No Operational Use. Owner represents and acknowledges that it has made no operational use of the Site since its acquisition in March 2019. Owner has not conducted any industrial, commercial, or other business operations on the Site, and has not stored, handled, or disposed of any hazardous substances, petroleum products, or waste materials on the Site. Owner's activities at the Site since acquisition have been limited to periodic inspections, fence maintenance, security measures, and payment of property-tax obligations. Owner has not engaged in any activities that have contributed to, exacerbated, or worsened the contamination conditions at the Site.

9.3 Carrying Costs. Owner acknowledges that it has incurred approximately Two Hundred Eighty-Five Thousand Four Hundred Dollars ($285,400) in carrying costs since its acquisition of the Site in March 2019 through approximately June 2025, including costs of fence maintenance, security services, and property-tax obligations. Owner acknowledges and agrees that such costs are the sole responsibility of Owner and are not subject to reimbursement by DEH under this Agreement or otherwise.

9.4 No Responsible Party Status. Owner represents, acknowledges, and agrees that Owner is not a "responsible party" for any contamination at the Site under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA," 42 U.S.C. § 9601 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Chapter 361), or any other applicable federal, state, or local environmental law, regulation, or ordinance. DEH acknowledges and agrees with Owner's representation in this Section 9.4. Nothing in this Agreement shall be construed to impose responsible party status on Owner, to create any obligation on the part of Owner to investigate or remediate contamination at the Site, or to waive or prejudice any defense or protection available to Owner under applicable law, including the innocent landowner defense under CERCLA Section 107(b)(3) (42 U.S.C. § 9607(b)(3)) and the bona fide prospective purchaser defense under CERCLA Sections 101(40) and 107(r).

9.5 Authority. Owner represents and warrants to DEH that it has full power, authority, and legal right to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Owner have been duly authorized by all necessary action on the part of Owner, including the authorization of Rebecca Strand, Managing Member. This Agreement constitutes the valid and binding obligation of Owner, enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.

ARTICLE 10 — DEH'S REPRESENTATIONS AND COVENANTS

10.1 Successor-in-Interest. DEH represents and warrants to Owner that it is the successor-in-interest to Dunmore Terminal Services, Inc. ("DTS") with respect to all environmental liabilities relating to the Site, including all obligations for the investigation and remediation of contamination conditions arising from the historical operations of DTS at the Site. Such succession was effected pursuant to the Plan of Dissolution and Assignment of Liabilities dated October 15, 2017, by and between DTS and DEH, under which DTS assigned, and DEH assumed, all liabilities of DTS, including without limitation all environmental obligations, claims, and liabilities relating to the Site. DEH acknowledges that it is fully responsible for the remediation of all contamination conditions at the Site attributable to the historical operations of DTS and its co-operators.

10.2 Financial Capability. DEH represents and warrants to Owner that it has the financial capability to perform its obligations under this Agreement and to fund Remediation Activities at the Site through completion. As of the date of this Agreement, DEH's fiscal year 2024 consolidated revenue was approximately Three Hundred Forty-Seven Million Dollars ($347,000,000), and its net asset value is approximately One Billion Two Hundred Forty Million Dollars ($1,240,000,000). DEH shall promptly notify Owner in writing of any material adverse change in its financial condition that would reasonably be expected to impair its ability to perform its obligations under this Agreement.

10.3 VCP Compliance. DEH covenants and agrees to diligently pursue the completion of the VCP program under VCP-2517, including the timely submission of all required reports, plans, and correspondence to TCEQ (including the APAR and the Voluntary Cleanup Work Plan), compliance with all TCEQ directives and requirements, and the prosecution of Remediation Activities in accordance with the accepted work plan. DEH shall not voluntarily withdraw from the VCP or abandon Remediation Activities at the Site without the prior written consent of Owner, which consent shall not be unreasonably withheld if DEH demonstrates that withdrawal or abandonment is justified by circumstances beyond its reasonable control.

10.4 Covenant Running with the Land. DEH's obligations under this Agreement, including, without limitation, the License granted to DEH under Article 2, the indemnification obligations under Article 7, and the obligations with respect to Deed Restrictions under Article 8, shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives, including any subsequent owner of the Site. The Parties intend that the covenants, conditions, and obligations set forth in this Agreement shall run with the land and shall be binding upon and enforceable against any person or entity that acquires any interest in the Site during the term of this Agreement.

Owner agrees that any deed, contract, or other instrument of conveyance by which Owner transfers or conveys all or any portion of the Site shall expressly reference this Agreement and shall require the transferee or grantee to assume and be bound by the terms and conditions of this Agreement applicable to Owner. Owner shall provide DEH with not less than thirty (30) days' prior written notice of any proposed sale, transfer, or conveyance of the Site, together with the name and contact information of the proposed transferee. Owner's failure to include the required reference to this Agreement in any deed or instrument of conveyance shall not relieve Owner's transferee of its obligations hereunder to the extent that such obligations run with the land under applicable law.

10.5 Entity Status. DEH represents and warrants to Owner that it is an exempted company duly organized, validly existing, and in good standing under the laws of the Cayman Islands, bearing Cayman Registration No. MC-318574. DEH is registered and qualified to do business in the State of Texas and has obtained all necessary registrations, qualifications, and approvals required to conduct its activities in the State of Texas in connection with the transactions contemplated by this Agreement.

ARTICLE 11 — DISPUTE RESOLUTION

11.1 Negotiation. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), shall first be submitted to the senior representatives of each Party for resolution through good-faith negotiation. The designated senior representative for DEH shall be Gavin Rourke, Chairman and Chief Executive Officer (or such successor as DEH may designate in writing from time to time). The designated senior representative for Owner shall be Rebecca Strand, Managing Member (or such successor as Owner may designate in writing from time to time). The senior representatives shall meet (in person or by telephone or videoconference) within ten (10) business days of the date on which one Party delivers written notice of the Dispute to the other Party and shall negotiate in good faith for a period of thirty (30) days from the date of such meeting in an effort to resolve the Dispute.

11.2 Mediation. If the Dispute is not resolved through negotiation within the thirty (30)-day period described in Section 11.1, or if the senior representatives fail to meet within the time period specified therein, either Party may submit the Dispute to non-binding mediation in Houston, Texas. The mediation shall be conducted before a single mediator mutually agreed upon by the Parties. If the Parties are unable to agree upon a mediator within fifteen (15) days of the submission of the Dispute to mediation, either Party may request the American Arbitration Association to appoint a mediator with experience in environmental and real property disputes. The costs of mediation, including the mediator's fees and expenses, shall be shared equally by the Parties. Each Party shall bear its own attorneys' fees and costs incurred in connection with the mediation.

11.3 Litigation. If the Dispute is not resolved through mediation within sixty (60) days of the submission of the Dispute to mediation (or such longer period as the Parties may agree in writing), either Party may pursue its remedies at law or in equity in a court of competent jurisdiction. The Parties hereby consent to the exclusive jurisdiction and venue of the state courts of Wharton County, Texas, and the United States District Court for the Southern District of Texas, Houston Division, for any action arising out of or relating to this Agreement, and each Party hereby waives any objection to such jurisdiction and venue, including any objection based on inconvenient forum. The Parties

SITE ACCESS AND COST-SHARING AGREEMENT
By and Between
DUNMORE ENERGY HOLDINGS LTD.
and
CALERA PROPERTIES GROUP LLC
Effective as of ____, 2025
TABLE OF CONTENTS
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SITE ACCESS AND COST-SHARING AGREEMENT
This SITE ACCESS AND COST-SHARING AGREEMENT (this "Agreement") is made and entered into as of the _ day of ___, 2025 (the "Effective Date"), by and between:
DUNMORE ENERGY HOLDINGS LTD. ("DEH"), an exempted company incorporated under the laws of the Cayman Islands, with its principal office located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands (Cayman Registration No. MC-318574);
and
CALERA PROPERTIES GROUP LLC ("Calera" or "Owner"), a Texas limited liability company, with its principal office located at 2900 Woodlands Parkway, Suite 310, The Woodlands, TX 77381 (EIN: 84-3207156).
DEH and Calera are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Site. Owner is the fee simple owner of a 48.7-acre tract of land commonly known as the Dunmore Wharton Terminal, located at 14200 FM 1301, Wharton, Wharton County, Texas 77488 (Tax Parcel ID: WC-0241-0034), being Lots 3 and 4 of the H.T. & B.R.R. Survey, Abstract No. 241, Wharton County, Texas, as more particularly described in that certain deed recorded at Volume 1892, Page 417, Official Public Records, Wharton County, Texas (the "Site"), and as depicted on the site map attached hereto as Exhibit A and incorporated herein by reference;
B. Owner's Acquisition. Owner acquired the Site at a tax foreclosure sale in March 2019 for a purchase price of Six Hundred Twelve Thousand Dollars ($612,000). Since the date of acquisition, Owner has made no operational use of the Site and has incurred approximately Two Hundred Eighty-Five Thousand Four Hundred Dollars ($285,400) in fence maintenance, security, and property-tax obligations. Owner is not, and has never been, a responsible party for any contamination at the Site;
C. DEH's Predecessor. The Site was formerly operated as a petroleum bulk-storage terminal by Dunmore Terminal Services, Inc. ("DTS"), a Texas corporation (historical EIN: 76-0384291) and a wholly owned subsidiary of DEH. DTS operated the terminal continuously from 1974 through 2015. DTS was dissolved effective December 31, 2017, with the Texas Secretary of State. Pursuant to a Plan of Dissolution and Assignment of Liabilities dated October 15, 2017, all liabilities of DTS, including all environmental obligations relating to the Site, were assumed by DEH;
D. Environmental Conditions. The Site has documented soil and groundwater contamination resulting from decades of refined-product handling by DTS and its co-operators, including releases of benzene, toluene, ethylbenzene, xylenes (collectively, "BTEX"), total petroleum hydrocarbons ("TPH"), methyl tert-butyl ether ("MTBE"), and dissolved-phase lead. Soil TPH concentrations have been measured at levels up to 14,200 milligrams per kilogram (mg/kg) in the southern tank farm area of the Site and up to 8,750 mg/kg in the northern tank farm area of the Site. A dissolved benzene plume extends approximately 2,400 feet downgradient (south-southwest) of the southern tank farm, with maximum benzene concentrations of 3.8 milligrams per liter (mg/L), which is approximately 760 times the federal Maximum Contaminant Level of 0.005 mg/L established under the Safe Drinking Water Act;
E. Voluntary Cleanup Program. DEH has applied to the Texas Commission on Environmental Quality ("TCEQ") Voluntary Cleanup Program ("VCP") for the investigation and remediation of the Site. DEH's VCP application was submitted on June 25, 2025, and the Site has been assigned TCEQ VCP Tracking No. VCP-2517. Total estimated remediation costs are approximately Nine Million Seven Hundred Forty Thousand Dollars ($9,740,000), with a range of $7,810,000 to $12,180,000, as determined by Pinehill Environmental Consulting LLC ("Pinehill"), DEH's retained environmental consultant;
F. Need for Site Access. DEH requires access to the Site for purposes of environmental investigation, remediation, treatment, monitoring, and long-term groundwater monitoring under VCP-2517. Such activities are anticipated to continue through approximately 2033, which is the target date for the issuance by TCEQ of a Certificate of Completion under VCP-2517;
G. Institutional Controls. Upon completion of remediation and issuance of a Certificate of Completion by TCEQ, it is anticipated that certain deed restrictions and institutional controls will need to be recorded against the Site as a condition of VCP closure, including restrictions on future land use, prohibitions on water-well installation, and requirements for maintenance of any engineered controls;
H. Purpose of Agreement. The Parties desire to set forth the terms and conditions under which DEH and its contractors, consultants, and agents shall access the Site, the allocation of costs between the Parties, insurance requirements, indemnification obligations, and Owner's cooperation with the implementation and recording of institutional controls, all as more particularly described herein.
NOW, THEREFORE, in consideration of 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:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Affected Property Assessment Report" or "APAR" shall mean the assessment report required to be prepared and submitted to TCEQ by DEH under the VCP in connection with VCP-2517, which report is targeted for submission to TCEQ on or before October 31, 2025. The APAR will include a comprehensive characterization of the nature and extent of contamination conditions at the Site and an evaluation of risks to human health and the environment.
1.2 "Authorized Representatives" shall mean DEH's officers, directors, employees, agents, contractors, subcontractors, and consultants, including, without limitation, Pinehill Environmental Consulting LLC (principal-in-charge: Dr. Lena Vasquez, P.E., P.G., with offices at 9330 Kirby Drive, Suite 240, Houston, Texas 77054) and their respective personnel, and any other environmental consultants, remediation contractors, drilling contractors, analytical laboratories, waste transporters, and other service providers engaged by or on behalf of DEH in connection with Remediation Activities.
1.3 "Certificate of Completion" or "CoC" shall mean the certificate issued by TCEQ upon the successful completion of all remediation activities, post-remediation monitoring, and closure requirements under VCP-2517, confirming that the Site meets all applicable TCEQ standards for the designated future land use. The target date for issuance of the CoC is 2033, although such date is an estimate and is subject to change based on the progress of Remediation Activities and TCEQ's review and approval processes.
1.4 "Contaminants of Concern" or "COCs" shall mean benzene, toluene, ethylbenzene, xylenes (collectively, BTEX), total petroleum hydrocarbons (TPH), methyl tert-butyl ether (MTBE), and dissolved-phase lead, as well as any other contaminants subsequently identified at the Site during the course of Remediation Activities that are attributable to historical operations at the Site.
1.5 "Deed Restrictions" shall mean the environmental restrictive covenants and institutional controls to be recorded against the Site in the Official Public Records of Wharton County, Texas, upon or in connection with VCP completion and issuance of a Certificate of Completion, substantially in the form attached hereto as Exhibit C and incorporated herein by reference.
1.6 "Escrow Agent" shall mean Lone Star Title & Escrow Co., a Texas corporation, with its offices located at 3400 Bissonnet Street, Suite 100, Houston, Texas 77005, or such successor escrow agent as may be mutually agreed upon by the Parties in writing.
1.7 "Incremental Carrying Costs" shall mean documented costs incurred by Owner that are directly attributable to DEH's Remediation Activities at the Site and that are above and beyond the costs Owner would have incurred absent such Remediation Activities. By way of example and not limitation, Incremental Carrying Costs may include additional security costs necessitated by remediation equipment on-site, costs associated with the temporary relocation or modification of fencing to accommodate remediation access, utility charges for electricity or water service required for remediation equipment, and costs of temporary access road improvements required by DEH. For avoidance of doubt, Incremental Carrying Costs shall not include Owner's pre-existing carrying costs, including property taxes, insurance premiums on Owner's existing policies, routine fence maintenance unrelated to Remediation Activities, or any costs that Owner would have incurred regardless of whether Remediation Activities were being conducted.
1.8 "Northern Tank Farm" shall mean the portion of the Site containing twelve (12) aboveground storage tanks (ASTs), with an approximate total capacity of 420,000 barrels, formerly operated by DTS for the storage and distribution of refined petroleum products. The Northern Tank Farm is generally located in the northern portion of the Site, as depicted on the site map attached as Exhibit A.
1.9 "PLL Policy" shall mean the Pollution Legal Liability insurance policy issued to DEH by Bridgemont Insurance Company, bearing Policy No. ENV-BIC-2024-07821, effective March 1, 2024, through March 1, 2034, providing a Fifteen Million Dollar ($15,000,000) aggregate limit of liability and carrying a Five Hundred Thousand Dollar ($500,000) self-insured retention. The PLL Policy covers on-site and off-site cleanup costs and third-party bodily injury and property damage arising from pollution conditions at scheduled locations, including the Site.
1.10 "Remediation Activities" shall mean all investigation, assessment, remediation, treatment, monitoring, and closure activities conducted by or on behalf of DEH at the Site pursuant to VCP-2517, including, without limitation: (a) soil and groundwater sampling and analysis; (b) installation, operation, maintenance, and decommissioning of monitoring wells; (c) soil excavation, treatment, and off-site disposal; (d) in-situ groundwater treatment, including chemical oxidation and enhanced bioremediation; (e) long-term groundwater monitoring; (f) installation, operation, and maintenance of engineered caps, covers, or other remedial structures; (g) installation and maintenance of institutional controls; (h) submission of all required reports, plans, and correspondence to TCEQ, including the APAR, Voluntary Cleanup Work Plan, and progress reports; and (i) all related project management, regulatory liaison, and administrative activities.
1.11 "Site" shall have the meaning ascribed to it in Recital A of this Agreement.
1.12 "Southern Tank Farm" shall mean the portion of the Site containing twelve (12) aboveground storage tanks (ASTs), with an approximate total capacity of 315,000 barrels, formerly operated by Rowan Creek Fuel Distributors, Inc. under a Joint Operating Agreement with DTS from approximately 1991 to 2010. The Southern Tank Farm comprises approximately eighteen (18) acres in the southern portion of the Site, as depicted on the site map attached as Exhibit A.
1.13 "TCEQ" shall mean the Texas Commission on Environmental Quality, the state agency with regulatory authority over the VCP and environmental matters at the Site, or any successor agency.
1.14 "VCP" shall mean the TCEQ Voluntary Cleanup Program established under Chapter 361, Subchapter S, of the Texas Health and Safety Code, as amended from time to time.
1.15 "Voluntary Cleanup Work Plan" shall mean the remediation work plan to be prepared by Pinehill and submitted by DEH to TCEQ under VCP-2517, setting forth the proposed remediation strategy, technologies, timeline, and milestones for the cleanup of the Site. The Voluntary Cleanup Work Plan is targeted for submission to TCEQ in April 2026.
ARTICLE 2 — GRANT OF ACCESS LICENSE
2.1 Irrevocable License. Owner hereby grants to DEH and its Authorized Representatives an irrevocable, non-exclusive license (the "License") to enter upon, access, traverse, and use the Site for the sole purpose of conducting Remediation Activities, as defined herein. The License shall include the right to access all portions of the Site reasonably necessary for the performance of Remediation Activities, including, without limitation, the Northern Tank Farm, the Southern Tank Farm, existing access roads and entry points, and any other areas of the Site where investigative, remedial, or monitoring activities are required or appropriate.
The License shall remain in effect from the Effective Date until the earlier of: (a) the date on which TCEQ issues a Certificate of Completion under VCP-2517 and all post-remediation monitoring obligations imposed by TCEQ as a condition of such Certificate of Completion have been fully satisfied (currently estimated to occur in or about 2033); or (b) the date on which the Parties execute a mutual written agreement to terminate this Agreement in accordance with Article 12. For avoidance of doubt, the issuance of a Certificate of Completion alone shall not terminate the License if post-remediation monitoring obligations remain outstanding; rather, the License shall continue until all such monitoring obligations have been completed and all related equipment has been removed from the Site in accordance with Section 3.3.
The License granted herein is irrevocable and may not be terminated, revoked, or rescinded by Owner unilaterally for any reason whatsoever, including, without limitation, the sale, transfer, conveyance, foreclosure, or other disposition of all or any portion of the Site. The irrevocable nature of this License is essential to DEH's ability to perform its environmental obligations under VCP-2517 and to comply with the requirements of TCEQ, and Owner acknowledges that DEH would not have entered into this Agreement absent the irrevocable nature of the License. The License shall run with the land and shall be binding upon Owner's successors and assigns in accordance with the provisions of Section 10.4 of this Agreement.
2.2 Scope of Access. The License granted in Section 2.1 includes, without limitation, the right to perform the following activities on and about the Site:
(a) conduct soil and groundwater sampling, testing, and monitoring, including the collection of soil borings, grab samples, and groundwater samples from new and existing monitoring wells;
(b) install, operate, maintain, repair, replace, and decommission monitoring wells, piezometers, and other subsurface installations;
(c) install, operate, maintain, and remove treatment systems and related equipment, including chemical oxidation injection systems, enhanced bioremediation systems, and associated piping, tanks, and electrical components;
(d) perform soil excavation, removal, stockpiling, treatment, and backfill, including the staging and loading of excavated soil for off-site disposal at authorized facilities;
(e) operate heavy equipment, including excavators, backhoes, drill rigs, vacuum trucks, and support vehicles;
(f) establish staging areas, laydown areas, and temporary material storage areas for equipment, materials, and supplies;
(g) construct and maintain temporary structures, including equipment enclosures, generator pads, and field offices;
(h) install and maintain engineered caps, covers, barrier systems, or other remedial structures as required by TCEQ;
(i) conduct surveying, topographic mapping, and other geospatial activities;
(j) perform all other activities reasonably necessary for, or incidental to, the performance of Remediation Activities as defined herein.
The License further includes the right to bring vehicles, equipment, materials, supplies, and personnel onto the Site via existing access roads and entry points, as depicted on the site map attached as Exhibit A. DEH shall have the right to improve existing access roads to the extent reasonably necessary to accommodate remediation equipment, provided that any such improvements shall be conducted in a manner that minimizes disturbance to the Site and shall be restored in accordance with Section 3.3 upon completion of Remediation Activities.
2.3 Scheduling and Coordination. DEH shall provide Owner with not less than forty-eight (48) hours' prior written notice (which notice may be given by electronic mail to the address specified in Article 13 or to such other email address as Owner may designate in writing from time to time) before initial mobilization of personnel and equipment to the Site and before the commencement of any new phase of Remediation Activities. For purposes of this Section, a "new phase" shall mean a distinct stage of remediation work that involves the introduction of new equipment or activities not previously conducted at the Site, such as the commencement of soil excavation, the installation of a groundwater treatment system, or the initiation of a new monitoring program.
DEH shall use commercially reasonable efforts to coordinate with Owner regarding the scheduling and sequencing of Remediation Activities so as to minimize any interference with Owner's access to or use of the Site. The Parties acknowledge that, as of the Effective Date, Owner has made no operational use of the Site since its acquisition in March 2019, and the primary activities conducted by Owner at the Site have been limited to periodic inspections, fence maintenance, and security. Notwithstanding the foregoing, DEH recognizes that Owner may in the future seek to use the Site for lawful purposes consistent with the Deed Restrictions and applicable law, and DEH shall cooperate with Owner to the extent reasonably practicable to accommodate such future use.
In the event of an emergency requiring immediate access to the Site — including, without limitation, a spill, release, or other event requiring urgent response, or any action directed by TCEQ or another governmental authority — DEH and its Authorized Representatives shall be permitted to access the Site without prior notice to Owner. In such circumstances, DEH shall provide notice to Owner as soon as practicable after gaining access to the Site and shall describe the nature of the emergency and the actions taken or to be taken in response thereto.
2.4 Limitations on Access. DEH's access to the Site under the License shall be limited to those portions of the Site that are reasonably necessary for the performance of Remediation Activities. DEH shall not occupy or use any portions of the Site that are not required for Remediation Activities, and DEH shall confine its activities and the activities of its Authorized Representatives to the areas of the Site where remediation work is being performed or is reasonably required.
DEH shall not interfere with Owner's ability to access the Site for Owner's own lawful purposes. If any conflict arises between DEH's need for access and Owner's need for access, the Parties shall cooperate in good faith to resolve the conflict in a manner that allows both Parties to exercise their respective rights. In the event that an irreconcilable conflict exists, the need to comply with TCEQ requirements and applicable environmental law shall take priority, provided that DEH shall minimize the duration and extent of any resulting interference with Owner's access.
DEH shall, and shall cause its Authorized Representatives to, comply with all applicable federal, state, and local laws, regulations, ordinances, and governmental permits in the conduct of Remediation Activities at the Site, including, without limitation, the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Chapter 361), the Texas Water Code, the rules and regulations of TCEQ (30 Texas Administrative Code), the Occupational Safety and Health Act, and all applicable regulations of the U.S. Environmental Protection Agency.
ARTICLE 3 — REMEDIATION ACTIVITIES
3.1 DEH's Obligations. DEH shall, at its sole cost and expense (subject to any cost recovery from third parties, including without limitation Rowan Creek Fuel Distributors, Inc. or its successors), conduct all Remediation Activities at the Site in compliance with the requirements of TCEQ VCP-2517, all applicable environmental laws and regulations, and the terms of this Agreement. DEH acknowledges and accepts its status as the party responsible for the investigation and remediation of contamination conditions at the Site arising from the historical operations of DTS and its co-operators.
DEH shall retain qualified environmental consultants and contractors, holding all required licenses, certifications, and registrations, to perform Remediation Activities at the Site. As of the Effective Date, DEH has retained Pinehill Environmental Consulting LLC, an environmental consulting firm based in Houston, Texas, with Dr. Lena Vasquez, P.E., P.G., serving as the principal-in-charge for the project. DEH reserves the right to engage additional or substitute consultants and contractors from time to time, provided that all such consultants and contractors shall be qualified professionals with experience in the investigation and remediation of petroleum-impacted sites and shall comply with the insurance requirements set forth in Article 6 and Exhibit B.
DEH shall use commercially reasonable efforts to complete Remediation Activities in a timely manner consistent with the VCP milestones established or to be established in coordination with TCEQ, including the following anticipated schedule:
(a) APAR Submission: Target date of October 31, 2025;
(b) Voluntary Cleanup Work Plan Submission: Target date of April 2026;
(c) Active Remediation Phase: Estimated commencement in June 2026, with completion estimated by December 2028. This phase will include soil excavation and off-site disposal in the most heavily impacted areas, in-situ chemical oxidation of source areas, and enhanced bioremediation of the dissolved benzene plume;
(d) Post-Remediation Monitoring Phase: Estimated commencement in January 2029, with completion estimated by December 2032. This phase will include quarterly groundwater monitoring at a network of monitoring wells to confirm that COC concentrations are decreasing and that remediation objectives are being met;
(e) Certificate of Completion: Target date for application to TCEQ for issuance of a Certificate of Completion is 2033, subject to the satisfactory results of post-remediation monitoring and TCEQ's review and approval process.
The Parties acknowledge that the foregoing schedule is an estimate based on current information and that actual timelines may vary depending on site conditions, the effectiveness of remediation technologies, TCEQ review timelines, and other factors beyond DEH's reasonable control. DEH shall promptly notify Owner of any material changes to the anticipated schedule.
3.2 Standard of Care. All Remediation Activities shall be performed in a good and workmanlike manner, in accordance with accepted industry standards and practices for environmental investigation and remediation of petroleum-impacted sites, and in compliance with all applicable TCEQ requirements, including the TCEQ Risk Reduction Standards (30 Texas Administrative Code, Chapter 350) and the VCP regulations (30 Texas Administrative Code, Chapter 333). DEH shall ensure that all Authorized Representatives performing Remediation Activities are properly trained, licensed, and equipped to perform their assigned tasks in a safe and professional manner.
3.3 Restoration. Upon the completion of Remediation Activities, or upon the completion of any discrete phase thereof, DEH shall restore the surface of the Site to a condition substantially similar to the condition of the Site prior to the commencement of such activities, reasonable wear and tear excepted. Such restoration shall include, without limitation: (a) the removal of all equipment, materials, supplies, temporary structures, and debris brought to the Site by DEH or its Authorized Representatives in connection with Remediation Activities; (b) the backfilling, compaction, and grading of any excavations or trenches; and (c) the re-grading and stabilization of any disturbed areas to prevent erosion and promote drainage.
Notwithstanding the foregoing, DEH shall not be required to remove any permanent monitoring wells, engineered caps or covers, barrier systems, or other remedial structures or improvements that are required by TCEQ to remain in place as a condition of the Certificate of Completion or as part of the long-term institutional controls for the Site. DEH shall provide Owner with a list and survey-grade locations of all permanent installations remaining on the Site at the conclusion of Remediation Activities.
3.4 Reporting to Owner. DEH shall provide Owner, and Owner's counsel (Kerrigan, Pace & Sullivan LLP, attention Nora Fujimoto, 700 Milam Street, Suite 2000, Houston, Texas 77002), with copies of all material correspondence with TCEQ relating to VCP-2517, including, without limitation, the APAR, the Voluntary Cleanup Work Plan, all TCEQ review comments and response letters, progress reports, monitoring reports, and the application for and issuance of the Certificate of Completion, within ten (10) business days of the submission to or receipt from TCEQ of each such document. DEH shall redact from such materials only information that is subject to a bona fide claim of attorney-client privilege or attorney work product, provided that DEH shall inform Owner of any such redactions.
In addition to the foregoing, DEH shall provide Owner with quarterly written status updates regarding the progress of Remediation Activities. Each quarterly status update shall include a summary of activities conducted during the preceding quarter, a description of any significant findings or developments, an updated schedule for upcoming activities, and a summary of any TCEQ communications. Quarterly status updates shall be provided no later than thirty (30) days following the end of each calendar quarter (i.e., by April 30, July 31, October 31, and January 31 of each year).
ARTICLE 4 — COST ALLOCATION AND REIMBURSEMENT
4.1 Remediation Costs. DEH shall bear all costs and expenses of Remediation Activities, including, without limitation, the costs of environmental consulting, remediation contracting, drilling, laboratory analysis, waste transportation and disposal, equipment rental, materials, permit fees, TCEQ application and oversight fees, and all other costs necessary to complete Remediation Activities and obtain a Certificate of Completion under VCP-2517. For avoidance of doubt, the total estimated remediation cost is approximately Nine Million Seven Hundred Forty Thousand Dollars ($9,740,000), with an estimated range of Seven Million Eight Hundred Ten Thousand Dollars ($7,810,000) to Twelve Million One Hundred Eighty Thousand Dollars ($12,180,000), as set forth in the remediation cost estimate prepared by Pinehill dated April 2025.
Owner shall have no obligation to contribute to, share in, or reimburse any portion of the costs of Remediation Activities. The Parties acknowledge and agree that Owner is not a responsible party for any contamination at the Site, that Owner did not cause, contribute to, or exacerbate any contamination at the Site, and that the entire cost of Remediation Activities is the sole responsibility of DEH as the successor-in-interest to DTS.
4.2 Reimbursement of Incremental Carrying Costs. DEH shall reimburse Owner for all documented Incremental Carrying Costs that are directly attributable to DEH's Remediation Activities at the Site, in accordance with the following procedures:
(a) Owner shall submit invoices to DEH on a monthly basis, with each invoice to be submitted no later than thirty (30) days following the end of the calendar month in which the Incremental Carrying Costs were incurred. Each invoice shall be accompanied by reasonable supporting documentation, including receipts, contracts, and itemized descriptions of each cost claimed as an Incremental Carrying Cost, together with a brief explanation of how each cost is directly attributable to DEH's Remediation Activities.
(b) DEH shall review each invoice and shall pay all undisputed amounts within thirty (30) days of receipt of the invoice. Payment shall be made by wire transfer or check to the account designated by Owner in writing.
(c) If DEH disputes any portion of an invoice, DEH shall notify Owner in writing within fifteen (15) days of receipt of the invoice, specifying the disputed items and the basis for the dispute. The Parties shall negotiate in good faith to resolve any such dispute. Disputed amounts that are not resolved through negotiation shall be subject to the dispute resolution provisions of Article 11. DEH's obligation to pay undisputed portions of an invoice shall not be affected by the pendency of any dispute regarding other items on the same invoice.
For avoidance of doubt, Owner's pre-existing carrying costs — including the approximately Two Hundred Eighty-Five Thousand Four Hundred Dollars ($285,400) in fence maintenance, security, and property-tax obligations incurred by Owner from March 2019 through approximately June 2025 — are not Incremental Carrying Costs and are not subject to reimbursement under this Agreement. Similarly, property taxes assessed against the Site, insurance premiums on Owner's existing policies, and routine maintenance expenses that Owner would have incurred regardless of Remediation Activities shall not constitute Incremental Carrying Costs.
4.3 No Obligation Regarding Pre-Existing Costs. Nothing in this Agreement shall be construed to obligate DEH to reimburse Owner for costs incurred by Owner prior to the Effective Date, or for costs that Owner would have incurred regardless of whether Remediation Activities were being conducted at the Site. The Parties acknowledge that Owner's decision to acquire the Site at a tax foreclosure sale and the carrying costs incurred in connection with that ownership are matters solely within Owner's responsibility, and DEH has no obligation with respect thereto.
ARTICLE 5 — ESCROW ARRANGEMENT
5.1 Establishment of Escrow. Within thirty (30) days of the Effective Date, DEH shall deposit the sum of Five Hundred Thousand Dollars ($500,000) (the "Initial Escrow Deposit") into an interest-bearing escrow account (the "Escrow Account") to be established with Lone Star Title & Escrow Co. (the "Escrow Agent") at 3400 Bissonnet Street, Suite 100, Houston, Texas 77005. The Escrow Account shall be maintained in a federally insured financial institution in an account meeting the requirements of the Texas Property Code for escrow accounts. The Escrow Account shall be maintained by the Escrow Agent pursuant to a separate escrow agreement (the "Escrow Agreement") to be executed by the Parties and the Escrow Agent concurrently with or promptly following the execution of this Agreement, which Escrow Agreement shall be consistent with the terms of this Article 5.
5.2 Purpose of Escrow. The Escrow Account shall serve as security for the faithful performance of DEH's obligations under this Agreement, including, without limitation:
(a) DEH's obligation to reimburse Owner for Incremental Carrying Costs pursuant to Section 4.2;
(b) DEH's indemnification obligations under Article 7 of this Agreement; and
(c) DEH's obligation to restore the surface of the Site to a condition substantially similar to its pre-remediation condition pursuant to Section 3.3 of this Agreement.
The existence of the Escrow Account shall not limit or cap DEH's liability under this Agreement. DEH's obligations hereunder are not limited to the amount of funds in the Escrow Account, and Owner shall have the right to pursue all available remedies against DEH for any amounts exceeding the Escrow Account balance.
5.3 Replenishment. If the balance of the Escrow Account falls below One Hundred Thousand Dollars ($100,000) at any time due to disbursements made in accordance with the terms of this Agreement and the Escrow Agreement, DEH shall replenish the Escrow Account to a balance of Five Hundred Thousand Dollars ($500,000) within fifteen (15) business days of receipt of written notice from the Escrow Agent or Owner that the balance has fallen below such threshold. Failure by DEH to timely replenish the Escrow Account shall constitute a material breach of this Agreement, subject to the cure provisions of Section 12.2.
5.4 Release of Escrow. The Escrow Account, together with all accrued interest thereon (less any amounts properly disbursed in accordance with the terms of this Agreement and the Escrow Agreement), shall be released to DEH upon the occurrence of the latest of the following events:
(a) the issuance of the Certificate of Completion by TCEQ under VCP-2517;
(b) the completion of all surface restoration obligations under Section 3.3 to Owner's reasonable satisfaction;
(c) the expiration of the survival period for indemnification obligations under Section 7.5, provided that if any indemnification claim is then pending, the Escrow Agent shall retain an amount reasonably estimated to cover such pending claim, and the balance shall be released to DEH; and
(d) the resolution of any pending claims against the Escrow Account and the disbursement of any amounts required to satisfy such claims.
5.5 Interest. All interest earned on the Escrow Account shall accrue to the benefit of DEH and shall be paid to DEH upon the release of the Escrow Account in accordance with Section 5.4, net of any amounts properly disbursed. DEH shall be responsible for the payment of any taxes on interest earned on the Escrow Account, and DEH's taxpayer identification information shall be provided to the Escrow Agent and the financial institution for tax reporting purposes.
ARTICLE 6 — INSURANCE REQUIREMENTS
6.1 DEH's Insurance Obligations. DEH shall procure and maintain, at its sole cost and expense, the following insurance coverages throughout the term of this Agreement:
(a) Commercial General Liability Insurance. DEH shall maintain a commercial general liability ("CGL") insurance policy with limits of not less than Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the general aggregate. The CGL policy shall include coverage for premises and operations liability, products and completed operations liability, contractual liability (including coverage for DEH's indemnification obligations under this Agreement), and personal injury and advertising injury liability. The CGL policy shall be written on an occurrence basis by an insurer with a current A.M. Best rating of "A-" (Excellent) or better and a Financial Size Category of VII or larger. Owner shall be named as an additional insured under the CGL policy with respect to liability arising out of or relating to DEH's operations at the Site, and the additional insured endorsement shall be on ISO Form CG 20 10 or its equivalent.
(b) Pollution Legal Liability Insurance. DEH currently maintains a Pollution Legal Liability ("PLL") insurance policy with Bridgemont Insurance Company, bearing Policy No. ENV-BIC-2024-07821, effective March 1, 2024, through March 1, 2034, with a Fifteen Million Dollar ($15,000,000) aggregate limit of liability and a Five Hundred Thousand Dollar ($500,000) self-insured retention. The PLL Policy provides coverage for on-site and off-site cleanup costs and third-party bodily injury and property damage arising from pollution conditions at scheduled locations, including the Site. DEH shall maintain the PLL Policy, or a replacement policy providing substantially equivalent coverage, in effect throughout the term of this Agreement. Owner shall be named as an additional insured under the PLL Policy to the extent such additional insured status is commercially available and not prohibited by the terms of the policy. If additional insured status is not commercially available under the PLL Policy, DEH shall use commercially reasonable efforts to obtain such status and shall promptly advise Owner if such efforts are unsuccessful.
(c) Workers' Compensation Insurance. DEH shall maintain workers' compensation insurance as required by the laws of the State of Texas, providing statutory benefits for DEH's employees performing work at the Site, together with employer's liability coverage with limits of not less than One Million Dollars ($1,000,000) per accident, One Million Dollars ($1,000,000) disease per employee, and One Million Dollars ($1,000,000) disease policy limit.
(d) Automobile Liability Insurance. DEH shall maintain commercial automobile liability insurance covering all owned, hired, and non-owned vehicles used in connection with Remediation Activities, with combined single limits of not less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
6.2 Contractor Insurance. DEH shall require all contractors and subcontractors performing Remediation Activities at the Site to procure and maintain insurance coverages consistent with the requirements set forth in Exhibit B (Insurance Requirements), which is attached hereto and incorporated herein by reference. Exhibit B sets forth the minimum insurance coverages, limits, and endorsements required for all contractors and subcontractors, including CGL, automobile liability, workers' compensation, professional liability (where applicable), and contractor's pollution liability insurance. DEH shall be responsible for verifying that all contractors and subcontractors maintain the required insurance coverages prior to commencing work at the Site and shall retain certificates of insurance evidencing such coverages in its project files.
6.3 Evidence of Insurance. DEH shall provide Owner with certificates of insurance evidencing the coverages required by this Article 6 upon execution of this Agreement and annually thereafter on or before each anniversary of the Effective Date. In addition, DEH shall provide Owner with updated certificates of insurance upon Owner's reasonable written request. All certificates of insurance shall identify Owner as a certificate holder and shall include notation of any additional insured status granted to Owner.
6.4 Notice of Cancellation. DEH shall provide Owner with not less than thirty (30) days' prior written notice of any cancellation, non-renewal, or material modification of any insurance policy required to be maintained under this Article 6. DEH shall use commercially reasonable efforts to obtain replacement coverage prior to the effective date of any cancellation or non-renewal. Failure by DEH to maintain the insurance coverages required by this Article 6 shall constitute a material breach of this Agreement, subject to the cure provisions of Section 12.2.
ARTICLE 7 — INDEMNIFICATION
7.1 DEH's Indemnification of Owner. DEH shall indemnify, defend, and hold harmless Owner, its members (including Rebecca Strand, Managing Member), managers, officers, employees, agents, and representatives (collectively, "Owner Indemnitees") from and against any and all claims, demands, actions, causes of action, suits, judgments, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising out of or relating to:
(a) DEH's Remediation Activities at the Site, including, without limitation, the acts, omissions, negligence, or strict liability of DEH or any of DEH's Authorized Representatives in connection with the performance of Remediation Activities;
(b) any bodily injury, illness, disease, or death, or any damage to or destruction of property (including property of Owner), occurring at or relating to the Site and caused by or resulting from DEH's Remediation Activities or the presence of DEH's Authorized Representatives, equipment, or materials at the Site;
(c) any violation of applicable federal, state, or local laws, regulations, ordinances, or governmental permits by DEH or any of its Authorized Representatives in connection with the performance of Remediation Activities;
(d) any third-party claims (including claims by neighboring property owners, tenants, or other persons) arising from or related to contamination conditions at the Site that predate Owner's acquisition of the Site in March 2019, including, without limitation, claims for personal injury, property damage, diminution in property value, loss of use, or natural resource damages arising from the migration of contaminants from the Site; and
(e) any claims, orders, directives, or enforcement actions by governmental authorities (including TCEQ, the U.S. Environmental Protection Agency, or any other federal, state, or local agency) seeking to hold any Owner Indemnitee responsible for pre-existing contamination conditions at the Site, including any claim that any Owner Indemnitee is an "owner" or "operator" for purposes of CERCLA (42 U.S.C. § 9601 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Chapter 361), or any other applicable environmental law.
DEH's indemnification obligations under this Section 7.1 shall apply regardless of whether the Losses are caused in part by the ordinary negligence (but not the gross negligence or willful misconduct) of any Owner Indemnitee.
7.2 Exclusions from DEH's Indemnification. Notwithstanding the foregoing, DEH's indemnification obligations under Section 7.1 shall not extend to Losses to the extent arising from:
(a) the gross negligence or willful misconduct of any Owner Indemnitee;
(b) Owner's independent activities at the Site that are unrelated to Remediation Activities and that independently cause or contribute to the Losses; or
(c) contamination conditions at the Site caused solely by Owner or Owner's agents, contractors, or invitees after Owner's acquisition of the Site in March 2019, which contamination conditions are not attributable to the historical operations of DTS or its co-operators.
7.3 Owner's Indemnification of DEH. Owner shall indemnify, defend, and hold harmless DEH, its directors, officers, employees, agents, and representatives (collectively, "DEH Indemnitees") from and against any and all Losses arising out of or relating to:
(a) the gross negligence or willful misconduct of Owner or any of Owner's agents, contractors, or invitees at the Site; or
(b) any breach by Owner of its representations, warranties, covenants, or obligations under this Agreement.
7.4 Indemnification Procedures. The following procedures shall govern the assertion and defense of any claim for which indemnification is sought under this Article 7:
(a) Notice. The party seeking indemnification (the "Indemnified Party") shall promptly give written notice to the party from whom indemnification is sought (the "Indemnifying Party") of any claim, demand, action, or proceeding for which indemnification may be sought. Such notice shall describe the claim in reasonable detail and shall include copies of any pleadings, correspondence, or other documents received by the Indemnified Party relating to the claim. The failure of the Indemnified Party to give timely notice shall not release the Indemnifying Party from its indemnification obligations, except to the extent that the Indemnifying Party demonstrates that it has been actually and materially prejudiced by such failure.
(b) Control of Defense. The Indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of any claim for which indemnification is sought, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to assume control of the defense, the Indemnified Party shall have the right to participate in the defense at its own expense, but the Indemnifying Party shall control all decisions regarding the conduct of the defense.
(c) Cooperation. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any claim, including making available to the Indemnifying Party all relevant documents, records, and personnel and providing such testimony and assistance as the Indemnifying Party may reasonably request.
(d) Settlement. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (i) involves only the payment of money by the Indemnifying Party, (ii) does not impose any obligation, restriction, or admission of liability on the Indemnified Party, and (iii) includes a full and unconditional release of the Indemnified Party from all liability relating to the claim.
7.5 Survival. The indemnification obligations set forth in this Article 7 shall survive the expiration or termination of this Agreement for a period of three (3) years following the date of such expiration or termination. Any indemnification claim that is asserted in writing prior to the expiration of such survival period shall continue to be subject to the indemnification obligations of this Article 7 until final resolution thereof, regardless of whether such resolution occurs after the expiration of the survival period.
ARTICLE 8 — COOPERATION WITH INSTITUTIONAL CONTROLS
8.1 Deed Restrictions. Owner agrees to cooperate with DEH in the preparation, execution, and recording of environmental restrictive covenants and deed restrictions against the Site as may be required by TCEQ as a condition of the issuance of a Certificate of Completion under VCP-2517. The Parties acknowledge that it is customary for TCEQ to require the imposition of institutional controls as a condition of VCP closure when contamination remains in place above unrestricted-use standards, and that the nature and scope of such institutional controls will be determined through the VCP process in consultation with TCEQ.
The form of Deed Restriction currently contemplated by the Parties is attached hereto as Exhibit C and incorporated herein by reference. The Deed Restriction is anticipated to include, without limitation, the following restrictions on the use and development of the Site:
(a) the Site shall be restricted to commercial and industrial use only, and no residential use of any kind (including single-family, multi-family, or mixed-use residential) shall be permitted;
(b) no water wells shall be installed into the Chicot Aquifer shallow zone (identified at approximately twenty-two (22) feet below ground surface, as depicted on Exhibit A);
(c) no soil disturbance below ten (10) feet below ground surface shall be permitted without the prior written approval of TCEQ;
(d) all engineered caps, covers, barrier systems, or other remedial structures installed at the Site as part of the Remediation Activities shall be maintained in good condition by the owner of the Site, in accordance with any maintenance plan approved by TCEQ; and
(e) such other restrictions as TCEQ may require as a condition of VCP closure.
The Deed Restriction shall be recorded in the Official Public Records of Wharton County, Texas, and shall run with the land in perpetuity (or for such period as TCEQ may require), binding upon all successors and assigns of Owner.
8.2 Owner's Consent. Owner shall not unreasonably withhold, condition, or delay its consent to the execution and recording of Deed Restrictions that are substantially in the form of Exhibit C or are otherwise required by TCEQ as a condition of VCP closure under VCP-2517. Owner acknowledges that the recording of appropriate Deed Restrictions is essential to the successful completion of the VCP process and the issuance of a Certificate of Completion, and that the failure to record such Deed Restrictions could prevent VCP closure and result in ongoing environmental liabilities at the Site.
8.3 Owner's Right to Review. DEH shall provide Owner and Owner's counsel (Kerrigan, Pace & Sullivan LLP, attention Nora Fujimoto) with the proposed form of Deed Restriction not less than thirty (30) days prior to the targeted recording date, together with any related TCEQ correspondence or requirements. Owner shall have the right to review the proposed Deed Restriction and to submit reasonable comments to DEH within fifteen (15) days of receipt thereof. DEH shall consider Owner's reasonable comments in good faith and shall negotiate with Owner regarding any modifications to the proposed Deed Restriction, provided that DEH shall not be obligated to agree to any modifications that are inconsistent with TCEQ's requirements for VCP closure.
8.4 DEH's Obligation. DEH shall be responsible for all costs and expenses associated with the preparation, negotiation, execution, and recording of the Deed Restriction, including, without limitation, attorneys' fees, recording fees, and any costs of title examination or title insurance required in connection therewith. Owner shall not be required to incur any costs in connection with the Deed Restriction, other than the costs of Owner's own legal counsel in reviewing the proposed Deed Restriction.
ARTICLE 9 — OWNER'S REPRESENTATIONS AND ACKNOWLEDGMENTS
9.1 Ownership. Owner represents and warrants to DEH that Owner is the fee simple owner of the Site, free and clear of all liens, encumbrances, and claims of title except as may be disclosed in a current title commitment or policy, having acquired the Site at a tax foreclosure sale conducted under the Texas Tax Code in March 2019 for a purchase price of Six Hundred Twelve Thousand Dollars ($612,000). Owner further represents that it has not conveyed, transferred, or encumbered any interest in the Site that would impair or limit the License granted to DEH under this Agreement.
9.2 No Operational Use. Owner represents and acknowledges that it has made no operational use of the Site since its acquisition in March 2019. Owner has not conducted any industrial, commercial, or other business operations on the Site, and has not stored, handled, or disposed of any hazardous substances, petroleum products, or waste materials on the Site. Owner's activities at the Site since acquisition have been limited to periodic inspections, fence maintenance, security measures, and payment of property-tax obligations. Owner has not engaged in any activities that have contributed to, exacerbated, or worsened the contamination conditions at the Site.
9.3 Carrying Costs. Owner acknowledges that it has incurred approximately Two Hundred Eighty-Five Thousand Four Hundred Dollars ($285,400) in carrying costs since its acquisition of the Site in March 2019 through approximately June 2025, including costs of fence maintenance, security services, and property-tax obligations. Owner acknowledges and agrees that such costs are the sole responsibility of Owner and are not subject to reimbursement by DEH under this Agreement or otherwise.
9.4 No Responsible Party Status. Owner represents, acknowledges, and agrees that Owner is not a "responsible party" for any contamination at the Site under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA," 42 U.S.C. § 9601 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Chapter 361), or any other applicable federal, state, or local environmental law, regulation, or ordinance. DEH acknowledges and agrees with Owner's representation in this Section 9.4. Nothing in this Agreement shall be construed to impose responsible party status on Owner, to create any obligation on the part of Owner to investigate or remediate contamination at the Site, or to waive or prejudice any defense or protection available to Owner under applicable law, including the innocent landowner defense under CERCLA Section 107(b)(3) (42 U.S.C. § 9607(b)(3)) and the bona fide prospective purchaser defense under CERCLA Sections 101(40) and 107(r).
9.5 Authority. Owner represents and warrants to DEH that it has full power, authority, and legal right to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Owner have been duly authorized by all necessary action on the part of Owner, including the authorization of Rebecca Strand, Managing Member. This Agreement constitutes the valid and binding obligation of Owner, enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
ARTICLE 10 — DEH'S REPRESENTATIONS AND COVENANTS
10.1 Successor-in-Interest. DEH represents and warrants to Owner that it is the successor-in-interest to Dunmore Terminal Services, Inc. ("DTS") with respect to all environmental liabilities relating to the Site, including all obligations for the investigation and remediation of contamination conditions arising from the historical operations of DTS at the Site. Such succession was effected pursuant to the Plan of Dissolution and Assignment of Liabilities dated October 15, 2017, by and between DTS and DEH, under which DTS assigned, and DEH assumed, all liabilities of DTS, including without limitation all environmental obligations, claims, and liabilities relating to the Site. DEH acknowledges that it is fully responsible for the remediation of all contamination conditions at the Site attributable to the historical operations of DTS and its co-operators.
10.2 Financial Capability. DEH represents and warrants to Owner that it has the financial capability to perform its obligations under this Agreement and to fund Remediation Activities at the Site through completion. As of the date of this Agreement, DEH's fiscal year 2024 consolidated revenue was approximately Three Hundred Forty-Seven Million Dollars ($347,000,000), and its net asset value is approximately One Billion Two Hundred Forty Million Dollars ($1,240,000,000). DEH shall promptly notify Owner in writing of any material adverse change in its financial condition that would reasonably be expected to impair its ability to perform its obligations under this Agreement.
10.3 VCP Compliance. DEH covenants and agrees to diligently pursue the completion of the VCP program under VCP-2517, including the timely submission of all required reports, plans, and correspondence to TCEQ (including the APAR and the Voluntary Cleanup Work Plan), compliance with all TCEQ directives and requirements, and the prosecution of Remediation Activities in accordance with the accepted work plan. DEH shall not voluntarily withdraw from the VCP or abandon Remediation Activities at the Site without the prior written consent of Owner, which consent shall not be unreasonably withheld if DEH demonstrates that withdrawal or abandonment is justified by circumstances beyond its reasonable control.
10.4 Covenant Running with the Land. DEH's obligations under this Agreement, including, without limitation, the License granted to DEH under Article 2, the indemnification obligations under Article 7, and the obligations with respect to Deed Restrictions under Article 8, shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives, including any subsequent owner of the Site. The Parties intend that the covenants, conditions, and obligations set forth in this Agreement shall run with the land and shall be binding upon and enforceable against any person or entity that acquires any interest in the Site during the term of this Agreement.
Owner agrees that any deed, contract, or other instrument of conveyance by which Owner transfers or conveys all or any portion of the Site shall expressly reference this Agreement and shall require the transferee or grantee to assume and be bound by the terms and conditions of this Agreement applicable to Owner. Owner shall provide DEH with not less than thirty (30) days' prior written notice of any proposed sale, transfer, or conveyance of the Site, together with the name and contact information of the proposed transferee. Owner's failure to include the required reference to this Agreement in any deed or instrument of conveyance shall not relieve Owner's transferee of its obligations hereunder to the extent that such obligations run with the land under applicable law.
10.5 Entity Status. DEH represents and warrants to Owner that it is an exempted company duly organized, validly existing, and in good standing under the laws of the Cayman Islands, bearing Cayman Registration No. MC-318574. DEH is registered and qualified to do business in the State of Texas and has obtained all necessary registrations, qualifications, and approvals required to conduct its activities in the State of Texas in connection with the transactions contemplated by this Agreement.
ARTICLE 11 — DISPUTE RESOLUTION
11.1 Negotiation. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), shall first be submitted to the senior representatives of each Party for resolution through good-faith negotiation. The designated senior representative for DEH shall be Gavin Rourke, Chairman and Chief Executive Officer (or such successor as DEH may designate in writing from time to time). The designated senior representative for Owner shall be Rebecca Strand, Managing Member (or such successor as Owner may designate in writing from time to time). The senior representatives shall meet (in person or by telephone or videoconference) within ten (10) business days of the date on which one Party delivers written notice of the Dispute to the other Party and shall negotiate in good faith for a period of thirty (30) days from the date of such meeting in an effort to resolve the Dispute.
11.2 Mediation. If the Dispute is not resolved through negotiation within the thirty (30)-day period described in Section 11.1, or if the senior representatives fail to meet within the time period specified therein, either Party may submit the Dispute to non-binding mediation in Houston, Texas. The mediation shall be conducted before a single mediator mutually agreed upon by the Parties. If the Parties are unable to agree upon a mediator within fifteen (15) days of the submission of the Dispute to mediation, either Party may request the American Arbitration Association to appoint a mediator with experience in environmental and real property disputes. The costs of mediation, including the mediator's fees and expenses, shall be shared equally by the Parties. Each Party shall bear its own attorneys' fees and costs incurred in connection with the mediation.
11.3 Litigation. If the Dispute is not resolved through mediation within sixty (60) days of the submission of the Dispute to mediation (or such longer period as the Parties may agree in writing), either Party may pursue its remedies at law or in equity in a court of competent jurisdiction. The Parties hereby consent to the exclusive jurisdiction and venue of the state courts of Wharton County, Texas, and the United States District Court for the Southern District of Texas, Houston Division, for any action arising out of or relating to this Agreement, and each Party hereby waives any objection to such jurisdiction and venue, including any objection based on inconvenient forum. The Parties

SITE ACCESS AND COST-SHARING AGREEMENT

DUNMORE ENERGY HOLDINGS LTD.

CALERA PROPERTIES GROUP LLC

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SITE ACCESS AND COST-SHARING AGREEMENT

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WHEREAS:

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