Chapter 11 ) DENBURY RESOURCES INC., Et Al.,1 ) Case No

Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 1 of 72

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

) In re: ) Chapter 11 ) DENBURY RESOURCES INC., et al.,1 ) Case No. 20-33801 (DRJ) ) Debtors. ) (Jointly Administered) )

AMENDED SUPPLEMENT FOR THE JOINT CHAPTER 11 PLAN OF REORGANIZATION OF DENBURY RESOURCES INC. AND ITS DEBTOR AFFILIATES PLEASE TAKE NOTICE THAT the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby file this amendment to the Supplement for the Joint Chapter 11 Plan of Reorganization of Denbury Resources Inc. and Its Debtor Affiliates (as may be amended or modified from time to time, the “Amended Plan Supplement”) [Docket No. 185] in support of the Joint Chapter 11 Plan of Reorganization of Denbury Resources Inc. and Its Debtor Affiliates (Technical Modifications) [Docket No. 256] (as may be amended or modified from time to time and including all exhibits and supplements thereto, the “Plan”),2 with the United States Bankruptcy Court for the Southern District of Texas (the “Court”).

PLEASE TAKE FURTHER NOTICE THAT the Amended Plan Supplement includes current drafts of the following documents (certain of which continue to be negotiated between the Debtors and the applicable Consenting Creditors, and will be Filed in substantially final form prior to the Effective Date), as may be modified, amended, or supplemented from time to time:

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Denbury Resources Inc. (7835); Denbury Air, LLC (7621); Denbury Brookhaven Pipeline Partnership, LP (6322); Denbury Brookhaven Pipeline, LLC (6471); Denbury Gathering & Marketing, Inc. (6150); Denbury Green Pipeline-Montana, LLC (6443); Denbury Green Pipeline-North Dakota, LLC (7725); Denbury Green Pipeline-Riley Ridge, LLC (2859); Denbury Green Pipeline-Texas, LLC (2301); Denbury Gulf Coast Pipelines, LLC (0892); Denbury Holdings, Inc. (1216); Denbury Onshore, LLC (7798); Denbury Operating Company (7620); Denbury Pipeline Holdings, LLC (0190); Denbury Thompson Pipeline, LLC (0976); Encore Partners GP Holdings, LLC (N/A); Greencore Pipeline Company, LLC (9605); Plain Energy Holdings, LLC (0543). The location of Debtor Denbury Resources Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 5320 Legacy Drive, Plano, Texas 75024.

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 2 of 72

Exhibit A New Organizational Documents

Exhibit A-1 Redline of New Organizational Documents to the version Filed in the Original Plan Supplement Exhibit C Assumed Executory Contracts and Unexpired Leases Schedule Exhibit C-1 Redline of Assumed Executory Contracts and Unexpired Leases Schedule to the version Filed in the Original Plan Supplement

PLEASE TAKE FURTHER NOTICE THAT the Debtors reserve all rights, with the consent of any applicable counterparties to the extent required under the Plan and/or the Restructuring Support Agreement, to alter, amend, modify, or supplement the Plan Supplement and any of the documents contained therein in accordance with the terms of the Plan; provided that, if any document in this Plan Supplement is altered, amended, modified, or supplemented in any material respect prior to the Confirmation Hearing, the Debtors will file a redline of such document with the Court.

PLEASE TAKE FURTHER NOTICE THAT the documents contained in the Plan Supplement are integral to, and are considered part of, the Plan. If the Plan is approved, the documents contained in the Plan Supplement will be approved by the Court pursuant to the order confirming the Plan.

PLEASE TAKE FURTHER NOTICE THAT the Debtors will seek approval of the Disclosure Statement and confirmation of the Plan at a hearing scheduled for September 2, 2020, at 2:00 p.m., prevailing Central Time before the Honorable David R. Jones at the United States Bankruptcy Court, Courtroom 400, 515 Rusk Street, Houston, Texas, 77002.

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents free of charge, contact the Debtors’ Claims and Noticing Agent, Epiq Corporate Restructuring, LLC by: (a) visiting the Debtors’ restructuring website https://dm.epiq11.com/Denbury; (b) calling (855) 917-3570 (toll- free in the United States and Canada) or (503) 520-4467 (outside the United States); or (c) by email at [email protected], including “Denbury” in the subject line of the email. You may also obtain copies of any pleadings filed in the chapter 11 cases for a fee by visiting the Court’s website on PACER at https://ecf.txsb.uscourts.gov.

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Houston, Texas September 1, 2020

/s/ Matthew D. Cavenaugh JACKSON WALKER L.L.P. KIRKLAND & ELLIS LLP Matthew D. Cavenaugh (TX Bar No. 24062656) KIRKLAND & ELLIS INTERNATIONAL LLP Vienna F. Anaya (TX Bar No. 24091225) Joshua A. Sussberg, P.C. (admitted pro hac vice) Victoria Argeroplos (TX Bar No. 24105799) Christopher Marcus, P.C. (admitted pro hac vice) 1401 McKinney Street, Suite 1900 Rebecca Blake Chaikin (admitted pro hac vice) Houston, Texas 77010 601 Lexington Avenue Telephone: (713) 752-4200 New York, New York 10022 Facsimile: (713) 752-4221 Telephone: (212) 446-4800 Email: [email protected] Facsimile: (212) 446-4900 [email protected] Email: [email protected] [email protected] [email protected] [email protected] Proposed Co-Counsel to the Debtors and Debtors in Possession -and-

David L. Eaton (admitted pro hac vice) 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected]

Proposed Co-Counsel to the Debtors and Debtors in Possession

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Certificate of Service

I certify that on September 1, 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas.

/s/ Matthew D. Cavenaugh Matthew D. Cavenaugh Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 5 of 72

Exhibit A

New Organizational Documents

This Exhibit A includes the following organizational documents for the Reorganized Debtors:

 Exhibit A(i): Third Certificate of Incorporation of Denbury Resources Inc. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 6 of 72

Exhibit A(i)

Third Restated Certificate of Incorporation of Denbury Resources Inc. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 7 of 72

DRAFT

THIRD RESTATED CERTIFICATE OF INCORPORATION OF DENBURY RESOURCES INC.

Pursuant to Section 245 of the General Corporation Law of the State of Delaware

Denbury Resources Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Denbury Resources Inc. The Corporation was originally incorporated under the name Denbury Holdings, Inc. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was December 19, 2003, and the certificate of incorporation was subsequently restated on October 30, 2014 and amended on May 22, 2019.

2. This Third Restated Certificate of Incorporation (this “Certificate of Incorporation”) amends and restates the Second Certificate of Incorporation of the Corporation and has been duly adopted in accordance with Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware (the “DGCL”) and pursuant to a plan of reorganization (the “Plan”) of the Corporation, approved by order dated [●], 2020 of the United States Bankruptcy Court for the Southern District of Texas, Houston Division in In re Denbury Resources Inc., et al under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) (11 U.S.C. Section 101-1130), as amended, which Plan is becoming effective on [●], 2020.

3. The certificate of incorporation of the Corporation, as heretofore restated and amended, is hereby restated to read in its entirety as follows:

ARTICLE I NAME

The name of the Corporation is Denbury Resources Inc.

ARTICLE II REGISTERED OFFICE AND AGENT

The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III PURPOSES AND STOCKHOLDER LIABILITY

A. Purposes. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the DGCL. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 8 of 72

B. Stockholder Liability. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

ARTICLE IV AUTHORIZED CAPITAL STOCK

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is 300,000,000 shares, consisting of: (i) 250,000,000 shares of common stock, par value $.001 per share (the “Common Stock”), and (ii) 50,000,000 shares of preferred stock, par value $.001 per share (the “Preferred Stock”). Shares of any class of capital stock of the Corporation may be issued for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine. Each share of Common Stock shall be entitled to one vote.

A. Preferred Stock. The Preferred Stock may be divided into and issued from time to time in one or more series as may be fixed and determined by the Board of Directors. The relative rights and preferences of the Preferred Stock of each series shall be such as shall be stated in any resolution or resolutions adopted by the Board of Directors setting forth the designation of the series and fixing and determining the relative rights and preferences thereof (a “Directors’ Resolution”). The Board of Directors is hereby authorized to fix and determine the powers, designations, preferences and relative, participating, optional or other rights, including, without limitation, voting powers, full or limited, preferential rights to receive dividends or assets upon liquidation, rights of conversion or exchange into Common Stock, Preferred Stock of any series or other securities, any right of the Corporation to exchange or convert shares into Common Stock, Preferred Stock of any series or other securities, or redemption provision or sinking fund provisions, as between series and as between the Preferred Stock or any series thereof and the Common Stock, and the qualifications, limitations or restrictions thereof, if any, all as shall be stated in a Directors’ Resolution, and the shares of Preferred Stock or any series thereof may have full or limited voting powers, or be without voting powers, all as shall be stated in the Directors’ Resolution. Except where otherwise set forth in the Directors’ Resolution providing for the issuance of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors. The shares of Preferred Stock of any one series shall be identical with the other shares in the same series in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

B. Reacquired Shares of Preferred Stock. Shares of any series of any Preferred Stock that have been redeemed (whether through the operation of a sinking fund or otherwise), purchased by the Corporation, or which, if convertible or exchangeable, have been converted into, or exchanged for, shares of stock of any other class or classes or any evidences of indebtedness shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock or as part of any other series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the Directors’ Resolution providing for the issuance of any series of Preferred Stock and to any filing required by law.

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C. Increase in Authorized Preferred Stock. The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote without the separate vote of holders of Preferred Stock as a class.

D. The Corporation shall not issue any non-voting equity securities to the extent prohibited by Section 1123(a)(6) of Title 11 of the Bankruptcy Code as in effect on the date of filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware; provided, however, that the foregoing restriction (i) shall have such force and effect only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Corporation, (ii) shall not have any further force or effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code, and (iii) may be amended or eliminated in accordance with applicable law as from time to time may be in effect.

ARTICLE V EXISTENCE

The existence of the Corporation is to be perpetual.

ARTICLE VI NO PREEMPTIVE RIGHTS

No stockholder shall be entitled, as a matter of right, to subscribe for or acquire additional, unissued or treasury shares of any class of capital stock of the Corporation whether now or hereafter authorized, or any bonds, debentures or other securities convertible into, or carrying a right to subscribe to or acquire such shares, but any shares or other securities convertible into, or carrying a right to subscribe to or acquire such shares may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

ARTICLE VII NO CUMULATIVE VOTING

At each election of directors, every stockholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. No stockholder shall have the right to cumulate his votes in any election of directors.

ARTICLE VIII BOARD OF DIRECTORS

A. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the authority and powers conferred upon the Board of Directors by the DGCL or by the other provisions of this Certificate of Incorporation, the Board of Directors is hereby authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the Bylaws of the Corporation (the “Bylaws”); provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation, or

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any amendments thereto, shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted.

B. Number, Election and Terms. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by the members of the Board of Directors then in office. Each director shall hold office until the next annual meeting of stockholders and shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Election of directors need not be by written ballot.

C. Bylaws. The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, or adopt new Bylaws, without any action on the part of the stockholders, except as may be otherwise provided by applicable law or the Bylaws.

ARTICLE IX INDEMNIFICATION

A. Mandatory Indemnification. Each person who at any time is or was a director or officer of the Corporation, and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise, whether the basis of a Proceeding is an alleged action in such person’s official capacity or in another capacity while holding such office, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, or any other applicable law as may from time to time be in effect (but, in the case of any amendment to such law or enactment of new law, only to the extent that such amendment or enactment permits the Corporation to provide broader indemnification rights than such law prior to such amendment or enactment permitted the Corporation to provide), against all expense, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with a Proceeding, and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation or a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non- profit enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators; provided, however, that except as provided in Section D of this Article IX, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors. The Corporation’s obligations under this Section A of this Article IX include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of any person for indemnification.

B. Advancement of Expenses. Expenses incurred by a director or officer of the Corporation in defending a Proceeding shall be paid by the Corporation in advance of the final

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disposition of such Proceeding to the fullest extent permitted by, and only in compliance with, the DGCL or any other applicable laws as may from time to time be in effect, including, without limitation, any provision of the DGCL which requires, as a condition precedent to such expense advancement, the delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section A of this Article IX or otherwise. Repayments of all amounts so advanced shall be upon such terms and conditions, if any, as the Corporation’s Board of Directors deems appropriate.

C. Vesting. The Corporation’s obligation to indemnify and to prepay expenses under Sections A and B of this Article IX shall arise, and all rights granted to the Corporation’s directors and officers hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed. Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws, no action taken by the Corporation, either by amendment of this Certificate of Incorporation or the Bylaws or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under Sections A and B of this Article IX which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is effective or taken, whichever is later.

D. Enforcement. If a claim under Section A or Section B or both Sections A and B of this Article IX is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit in a court of competent jurisdiction against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including attorneys’ fees. It shall be a defense to any such suit (other than a suit brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL or other applicable law to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the commencement of such suit as to whether indemnification is proper in the circumstances based upon the applicable standard of conduct set forth in the DGCL or other applicable law shall neither be a defense to the action nor create a presumption that the claimant has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

E. Nonexclusive. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, other provisions of this Certificate of Incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

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F. Permissive Indemnification. The rights to indemnification and prepayment of expenses which are conferred to the Corporation’s directors and officers by Sections A and B of this Article IX may be conferred upon any employee or agent of the Corporation if, and to the extent, authorized by the Board of Directors.

G. Insurance. The Corporation shall have power to purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, member, employee, trustee, agent or similar functionary of another domestic or foreign corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other for-profit or non-profit enterprise against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the provisions of this Article IX, the Bylaws, the DGCL or other applicable law.

H. Implementing Arrangements. Without limiting the power of the Corporation to procure or maintain insurance or other arrangement on behalf of any of the persons as described in Section G of this Article IX, the Corporation may, for the benefit of persons eligible for indemnification by the Corporation, (i) create a trust fund, (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, or (iv) establish a letter of credit, guaranty or surety arrangement.

I. Severability. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph of this Article IX containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of any paragraph of this Article IX containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision or provisions held invalid, illegal or unenforceable.

J. Expenses as a Witness. To the extent that any Director or officer of the Corporation is by reason of such position, or a position as a director, officer, trustee, employee or agent with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred in connection therewith.

ARTICLE X LIMITED DIRECTOR LIABILITY

No director of the Corporation shall be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article X shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the

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DGCL, as it may hereafter be amended from time to time, or (iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment to or repeal of this Article X will apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of the director occurring prior to such amendment or repeal.

ARTICLE XI BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

The Corporation shall not be governed by Section 203 of the DGCL.

ARTICLE XII EXCLUSIVE FORUM

A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state or federal court located within the State of Delaware) and any appellate court therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit, or proceeding brought on behalf of the Corporation, (ii) any action, suit, or proceeding asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action, suit, or proceeding asserting a claim against the Corporation or any current or former director, officer, employee, agent or stockholder of the Corporation arising pursuant to, or seeking to enforce any right, obligation, or remedy under, any provision of the DGCL, this Certificate of Incorporation, or the Bylaws (as each may be amended from time to time), (iv) any action, suit, or proceeding to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws, (v) any action, suit, or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (vi) any action, suit, or proceeding asserting a claim against the Corporation or any current or former director, officer, employee, or stockholder of the Corporation either (x) governed by the internal affairs doctrine or (y) asserting an “internal corporate claim” as such term is defined in the DGCL. For the avoidance of doubt, this Article XII shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933 (as amended, the “Securities Act”), or the Securities Exchange Act of 1934, as amended.

B. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

C. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

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ARTICLE XIII AMENDMENTS

The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Corporation has caused this Third Restated Certificate of Incorporation to be signed by James S. Matthews, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of the Corporation, as of [●], 2020.

DENBURY RESOURCES INC.

By: James S. Matthews Executive Vice President, Chief Administrative Officer, General Counsel and Secretary Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 16 of 72

Exhibit A-1

Comparison to Third Restated Certificate of Incorporation of Denbury Resources Inc. Filed August 21, 2020 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 17 of 72

DRAFT

THIRD RESTATED CERTIFICATE OF INCORPORATION OF DENBURY RESOURCES INC.

Pursuant to Section 245 of the General Corporation Law of the State of Delaware

Denbury Resources Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

3. The certificate of incorporation of the Corporation, as heretofore restated and amended, is hereby restated to read in its entirety as follows:

ARTICLE I NAME

The name of the Corporation is Denbury Resources Inc.

ARTICLE II REGISTERED OFFICE AND AGENT

ARTICLE III PURPOSES AND STOCKHOLDER LIABILITY

B. Stockholder Liability. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

ARTICLE IV AUTHORIZED CAPITAL STOCK

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ARTICLE V EXISTENCE

The existence of the Corporation is to be perpetual.

ARTICLE VI NO PREEMPTIVE RIGHTS

ARTICLE VII NO CUMULATIVE VOTING

ARTICLE VIII BOARD OF DIRECTORS

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any amendments thereto, shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted.

ARTICLE IX INDEMNIFICATION

B. Advancement of Expenses. Expenses incurred by a director or officer of the Corporation in defending a Proceeding shall be paid by the Corporation in advance of the final

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ARTICLE X LIMITED DIRECTOR LIABILITY

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DGCL, as it may hereafter be amended from time to time, or (iv) for any transaction from which the director derived an improper personal benefit.

ARTICLE XI BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

The Corporation shall not be governed by Section 203 of the DGCL.

ARTICLE XII EXCLUSIVE FORUM

C. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

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Article XIII

RESTRICTIONS ON THE TRANSFER OF SHARES OF THE CORPORATION’S CAPITAL STOCK

Restrictions on the transfer of shares of the Corporation’s capital stock are as follows:

Section 13.1 Definitions and Interpretation.

The following capitalized terms have the meanings ascribed below when used in this Article XIII with initial capital letters (and any references in this Article XIII to any portions of Treasury Regulation §§ 1.382-2T, 1.382-2, 1.382-3 and 1.382-4 shall include any successor provisions):

(a) “4.9% Stockholder” means a Person whose Percentage Stock Ownership equals or exceeds 4.9% of the Corporation’s then-outstanding Capital Stock, whether directly or indirectly, and including Capital Stock such Person would be deemed to constructively own or which otherwise would be aggregated with Capital Stock owned by such Person pursuant to Section 382 of the Internal Revenue Code, or any successor provision or replacement provision and the applicable Treasury Regulations thereunder.

(b) “5-percent shareholder” has the meaning set forth in Section 382(k)(7) of the Internal Revenue Code and the applicable Treasury Regulations thereunder.

(c) “Capital Stock” means any interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2(a)(3) or § 1.382-2T(f)(18).

(d) “Corporation Securities” means (i) Capital Stock, including Common Stock and Preferred Stock (other than Preferred Stock described in Section 1504(a)(4) of the Internal Revenue Code) and (ii) warrants, rights or options (including options within the meaning of Treasury Regulation § 1.382-4(d)(9) and § 1.382-2T(h)(4)(v)) to purchase Securities.

(e) “Effective Date” means the date of filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware.

(f) “Expiration Date” means the earliest of (i) the close of business on the day after the second anniversary of the Effective Date, (ii) the repeal of Section 382 of the Internal Revenue Code or any successor statute, if the Board of Directors determines that this Article XIII is no longer necessary or desirable for the preservation of Tax Benefits, (iii) the close of business on the first day of a taxable year of the Corporation as to which the Board of Directors determines that no Tax Benefits may be carried forward, and (iv) such date as the Board of Directors shall determine to be appropriate in consideration of the purpose of this Article XIII.

(g) “Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

(h) “owner shift” has the meaning set forth in Section 382(g)(2) of the Internal Revenue Code and the applicable Treasury Regulations thereunder.

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(i) “Percentage Stock Ownership” means the percentage Stock Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Internal Revenue Code as determined in accordance with the Treasury Regulation § 1.382-2T(g), (h) (but without regard to Treasury Regulation § 1.382-2T(h)(2)(i)(A)), (j) and (k) or any successor provision.

(j) “Person” means any individual, firm, corporation or other legal entity, including persons treated as an entity pursuant to Treasury Regulation § 1.382-3(a)(1)(i), and including any successor (by merger or otherwise) of such entity.

(k) “Prohibited Distributions” means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

(l) “Prohibited Transfer” means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void ab initio under this Article XIII.

(m) “Stock Ownership” means any direct or indirect ownership of Capital Stock, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect and constructive ownership determined under the provisions of Section 382 of the Internal Revenue Code and the regulations thereunder.

(n) “Tax Benefits” means the capital loss carryforwards, general business credit carryforwards, net operating loss carryforwards and business interest carryforwards as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any direct or indirect subsidiary thereof, within the meaning of Sections 382 and 383 of the Internal Revenue Code.

(o) “testing period” has the meaning set forth in Section 382(i) of the Internal Revenue Code and the applicable Treasury Regulations thereunder.

(p) “Threshold Level Determination” means a determination by the Board of Directors that there has been, or would be if any proposed Transfer or Transfers were effectuated, greater than or equal to 30 percentage points of owner shift involving the Corporation’s 5-percent shareholders during the relevant testing period.

(q) “Transfer” means any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a Person (other than the Corporation) that alters the Percentage Stock Ownership of any Person. A Transfer also shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation §§ 1.382-4(d)(9) and 1.382-2T(h)(4)(v)). For the avoidance of doubt, a Transfer shall not include the creation or grant of an option by the Corporation, nor shall a Transfer include the issuance of Capital Stock by the Corporation.

(r) “Transferee” means any Person to whom Corporation Securities are Transferred.

(s) “Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Internal Revenue Code, as amended from time to time.

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Section 13.2 Transfers Prior to a Threshold Level Determination. In order to preserve the Tax Benefits, from and after the Effective Date, there shall be no restrictions on a Transfer so long as (x) the requirements of this Section 13.2, as applicable, are satisfied and (y) the Board of Directors has not announced a Threshold Level Determination. If a Person (including the U.S. government or any agency or instrumentality thereof) other than the Corporation (such Person, a “Proposed Unrestricted Transferor”) proposes to Transfer to any Person any direct or indirect interest in any Corporation Securities to the extent that such Transfer (or any series of related Transfers of which such Transfer is a part), if effective, would cause the transferee or any other Person to become a 4.9% Stockholder, or would cause the Percentage Stock Ownership of any 4.9% Stockholder to increase or decrease (such transaction, a “Proposed Unrestricted Transaction”), then the Proposed Unrestricted Transferor shall, at least three business days prior to the date of such Proposed Unrestricted Transaction, submit in writing (a “Submission”) to the Board of Directors the following information: (1) the name and address and telephone number of the Proposed Unrestricted Transferor; (2) the number of Corporation Securities beneficially owned by, and Percentage Stock Ownership of, the Proposed Unrestricted Transferor; (3) a reasonably detailed description of the Proposed Unrestricted Transaction and the proposed tax treatment thereof; and (4) the information described in clauses (1) and (2) of this paragraph with respect to the parties to the Proposed Unrestricted Transaction other than the Proposed Unrestricted Transferor. A Submission shall be delivered by registered mail, return receipt requested, to the Secretary of the Corporation at the Corporation’s principal executive office. Such Submission shall be deemed to have been made when actually received by the Corporation. If any Person effects a Proposed Unrestricted Transaction without satisfying the requirements of this Section 13.2 (which requirements, for the avoidance of doubt, include making a Submission at least three business days prior to effecting a Proposed Unrestricted Transaction), such Transfer shall, at the Board of Directors’ sole discretion, be void ab initio and treated as a Prohibited Transfer for any and all purposes hereunder. If the Board of Directors makes a Threshold Level Determination, it shall promptly announce such Threshold Level Determination by means of a press release and the filing of a Current Report on Form 8-K with the Securities and Exchange Commission. The Board of Directors shall in good faith endeavor to notify the maker of a Submission within three business days of receiving such Submission if the Board of Directors makes a Threshold Level Determination during such time period; provided that the failure of the Board of Directors to so notify such Person shall not be deemed a waiver of any condition, restriction, or limitation hereunder.

Section 13.3 Transfer and Ownership Restrictions. In order to preserve the Tax Benefits, from and after the Threshold Level Determination and up until the Expiration Date, no Person (including the U.S. government or any agency or instrumentality thereof) other than the Corporation shall, except as provided in Article XIII, Section 13.4, Transfer to any Person (and any such attempted Transfer, including through an agreement entered into prior to the Expiration Date, shall be void ab initio) any direct or indirect interest in any Corporation Securities to the extent that such Transfer (or any series of related Transfers of which such Transfer is a part), if effective, would cause the transferee or any other Person to become a 4.9% Stockholder, or would cause the Percentage Stock Ownership of any 4.9% Stockholder to increase or decrease (any such Transfer, a “4.9% Transaction”). This Article XIII, Section 13.3 shall not preclude either the Transfer to the Depository Trust Company (“DTC”), Clearing and Depository Services (“CDS”) or any other securities intermediary, as such term is defined in § 8102(14) of the Uniform Commercial Code, of Corporation Securities not previously held through DTC, CDS or such

10 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 27 of 72

intermediary or the settlement of any transactions in the Corporation Securities entered into through the facilities of a national securities exchange, any national securities quotation system or any electronic or other alternative trading system; provided that, if such Transfer or the settlement of the transaction would result in a Prohibited Transfer, such Transfer shall nonetheless be a Prohibited Transfer subject to all of the provisions and limitations set forth in the remainder of this Article XIII.

Section 13.4 Exceptions to Transfer and Ownership Restrictions.

(a) Any Transfer of Corporation Securities that would otherwise be prohibited pursuant to Article XIII, Section 13.3 shall nonetheless be permitted if prior to such Transfer being consummated (or, in the case of an involuntary Transfer, as soon as practicable after such Transfer is consummated), the Board of Directors approves the Transfer in accordance with Article XIII, Section 13.4(b) (such approval may relate to a Transfer or series of identified Transfers and may provide the effective time of such Transfer which could be retroactive).

(b) The restrictions set forth in Article XIII, Section 13.3 shall not apply to a proposed Transfer that is a 4.9% Transaction if the transferor or the transferee obtains the authorization of the Board of Directors in the manner described below:

(i) In connection therewith, any Person who desires to effect a transaction that may be a 4.9% Transaction (a “Requesting Person”) shall, at least fifteen business days prior to the date of such transaction for which the Requesting Person seeks authorization (the “Proposed Transaction”), request in writing (a “Request”) that the Board of Directors review the Proposed Transaction and authorize or not object to the Proposed Transaction in accordance with this Article XIII, Section 13.4(b). A Request shall be delivered by registered mail, return receipt requested, to the Secretary of the Corporation at the Corporation’s principal executive office. Such Request shall be deemed to have been made when actually received by the Corporation. A Request shall include: (1) the name and address and telephone number of the Requesting Person; (2) the number of Corporation Securities beneficially owned by, and Percentage Stock Ownership of, the Requesting Person; (3) a reasonably detailed description of the Proposed Transaction or Proposed Transactions by which the Requesting Person would propose to effect a 4.9% Transaction and the proposed tax treatment thereof; and (4) the information described in clauses (1) and (2) of this paragraph with respect to the parties to the Proposed Transaction other than the Requesting Person.

(ii) The Board of Directors shall, in good faith, endeavor to respond to a Request within ten business days of receiving such Request; provided that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Request.

(iii) The Requesting Person shall respond promptly to reasonable requests for additional information from the Corporation or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only authorize a Proposed Transaction if it determines in its sole discretion that granting the Request is in the best interests of the Corporation. As a condition of granting its approval

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pursuant to this Section 13.4, the Board of Directors may, in its sole discretion, require and/or obtain representations and warranties from the transferor and/or transferee, and/or opinions of counsel (at the sole cost and expense of the transferor and/or transferee) rendered by counsel selected by (or acceptable to) the Board of Directors. Any Request may be submitted on a confidential basis and, except to the extent (x) required by applicable law or regulation, (y) required pursuant to a valid and effective subpoena, order or request issued by a court of competent jurisdiction or by a governmental or regulatory body or authority or (z) provided to any regulatory or governmental authorities with jurisdiction over the Corporation and its affiliates, the Corporation shall maintain the confidentiality of such Request and the determination of the Board of Directors with respect thereto for a period of three years from the date of the Request, unless the information contained in the Request or the determination of the Board of Directors with respect thereto otherwise becomes publicly available.

(c) In addition to Article XIII, Section 13.4(b), the Board of Directors may determine that the restrictions set forth in Article XIII, Section 13.3 shall not apply to any particular transaction or transactions, whether or not a request has been made to the Board of Directors, including a Request pursuant to Article XIII, Section 13.4(b). Any determination of the Board of Directors hereunder may be made prospectively or retroactively.

(d) The Board of Directors may impose any conditions that it deems reasonable and appropriate in connection with any approval pursuant to Article XIII, Section 13.4, including restrictions on the ability of any Transferee to Transfer Corporation Securities acquired through a Transfer.

Section 13.5 Excess Securities.

(a) Neither the Corporation nor any of its employees or agents shall record any Prohibited Transfer, and the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities that are the subject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled, with respect to such Excess Securities, to any rights of stockholders of the Corporation, including the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to remain with the transferor unless and until the Excess Securities are transferred to the Agent pursuant to Article XIII, Section 13.6 or until an approval is obtained under Article XIII, Section 13.4. After the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of Article XIII, Section 13.5 or 13.6 shall also be a Prohibited Transfer.

(b) The Corporation may require, as a condition to the registration of any Transfer of Corporation Securities or the payment of any distribution on any Corporation Securities, that the proposed Transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to such proposed Transferee’s or payee’s direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue

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such instructions to its stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this Article XIII, including authorizing such transfer agent to require an affidavit from a Purported Transferee regarding such Person’s actual and constructive ownership of Corporation Securities and other evidence that a Transfer will not be prohibited by this Article XIII as a condition to registering any transfer.

Section 13.6 Transfer to Agent. If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation sent within 30 days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (on the public securities market on which such Excess Securities are traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer and provided, further, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities, would otherwise adversely affect the value of the Corporation Securities or would be in violation of applicable securities laws. If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Article XIII, Section 13.7 if the Agent rather than the Purported Transferee had resold the Excess Securities (taking into account the actual costs incurred by the Agent).

Section 13.7 Application of Proceeds and Prohibited Distributions. The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Purported Transferee, together, in either case, with any Prohibited Distributions, as follows:

(a) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder;

(b) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or, in the event the purported Transfer of the Excess Securities was, in whole or in part, a gift, inheritance or similar Prohibited Transfer without consideration, the fair market value, (1) calculated on the basis of the closing market price for the Corporation Securities on the day before the Prohibited Transfer or, (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ

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system or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the- counter market, then as determined in good faith by the Board of Directors); and

(c) third, any remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Internal Revenue Code (or any comparable successor provision) selected by the Board of Directors.

The Purported Transferee of Excess Securities shall have no claim, cause of action or any other recourse whatsoever against any transferor of Excess Securities. The Purported Transferee’s sole right with respect to such shares shall be limited to the amount payable to the Purported Transferee pursuant to this Article XIII, Section 13.7. In no event shall the proceeds of any sale of Excess Securities pursuant to this Article XIII, Section 13.7 inure to the benefit of the Corporation or the Agent, except to the extent used to cover costs and expenses incurred by Agent in performing its duties hereunder.

Section 13.8 Modification of Remedies for Certain Indirect Transfers. In the event of any Transfer that does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities” and individually, a “Security”) but that would cause the transferee or any other Person to become a 4.9% Stockholder, or would increase the Percentage Stock Ownership of a 4.9% Stockholder, the application of Article XIII, Sections 13.6 and 13.7 shall be modified as described in this Article XIII, Section 13.8. In such case, no such 4.9% Stockholder shall be required to dispose of any interest that is not a Security, but such 4.9% Stockholder or any Person whose ownership of Securities is attributed to such 4.9% Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 4.9% Stockholder, following such disposition, not to be in violation of this Article XIII. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Article XIII, Sections 13.6 and 13.7, except that the maximum aggregate amount payable either to such 4.9% Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such 4.9% Stockholder or such other Person. The purpose of this Article XIII, Section 13.8 is to extend the restrictions in Article XIII, Sections 13.2, 13.3 and 13.7 to situations in which there is a 4.9% Transaction without a direct Transfer of Corporation Securities, and this Article XIII, Section 13.8, along with the other provisions of this Article XIII, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

Section 13.9 Legal Proceedings and Prompt Enforcement. If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within 30 days from the date on which the Corporation makes a written demand pursuant to Article XIII, Section 13.6 (whether or not made within the time specified in Article XIII, Section 13.6), then the Corporation may take such actions as it deems appropriate to enforce the provisions hereof,

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including the institution of legal proceedings to compel the surrender. Nothing in this Article XIII, Section 13.9 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this Article XIII being void ab initio, (b) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand or (c) cause any failure of the Corporation to act within the time periods set forth in Article XIII, Section 13.6 to constitute a waiver or loss of any right of the Corporation under this Article XIII. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this Article XIII.

Section 13.10 Liability. To the fullest extent permitted by applicable law, any stockholder subject to the provisions of this Article XIII who knowingly violates the provisions of this Article XIII and any Persons controlling, controlled by or under common control with such stockholder shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Corporation’s ability to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation.

Section 13.11 Obligation to Provide Information. As a condition to the registration of the Transfer of any Corporation Securities, any Person who is a beneficial, legal or record holder of Corporation Securities, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Corporation may request from time to time in order to determine compliance with this Article XIII or the status of the Tax Benefits of the Corporation.

Section 13.12 Legends. Each certificate for shares of Capital Stock, if certificated, shall bear a legend that substantially describes the restrictions on transfer and ownership set forth in this Article XIII, or, instead of such legend, the certificate, if any, may reference such restrictions and state that the Corporation will furnish a full statement about restrictions on transferability and ownership to a stockholder on request and without charge. In the case of any shares of Capital Stock that are uncertificated, such restrictions, or a reference to such restrictions and a statement that the Corporation will furnish a statement about restrictions on transferability and ownership set forth in this Article XIII to any stockholder on request and without charge, will be contained in the notice or notices sent as required by applicable law.

Section 13.13 Authority of Board of Directors.

(a) All determinations and interpretations of the Board of Directors shall be interpreted or determined, as the case may be, by the Board of Directors, in its sole discretion and shall be conclusive and binding for all purposes of this Article XIII.

(b) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article XIII, including (i) the identification of 4.9% Stockholders, (ii) whether a Transfer is a 4.9% Transaction or a Prohibited Transfer, (iii) the Percentage Stock Ownership in the Corporation of any 4.9% Stockholder, (iv) whether any instrument constitutes Corporation Securities, (v) the amount (or fair market value) due to a Purported Transferee pursuant to Article XIII, Section 13.7 and (vi) any other matters which the Board of Directors

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determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article XIII. In addition, the Board of Directors may, to the extent permitted by applicable law, from time to time establish, modify, amend or rescind Bylaws, regulations and procedures of the Corporation not inconsistent with the provisions of this Article XIII for purposes of determining whether any Transfer of Corporation Securities would jeopardize or endanger the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Article XIII.

(c) Nothing contained in this Article XIII shall limit the authority of the Board of Directors to take such other action to the extent permitted by applicable law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in applicable law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article XIII, (ii) modify the definitions of any terms set forth in this Article XIII or (iii) modify the terms of this Article XIII as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Internal Revenue Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration or modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate.

(d) In the case of an ambiguity in the application of any of the provisions of this Article XIII, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article XIII requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article XIII. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent and all other parties for all other purposes of this Article XIII. The Board of Directors may delegate all or any portion of its duties and powers under this Article XIII to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by applicable law, may exercise the authority granted by this Article XIII through duly authorized officers or agents of the Corporation.

(e) Nothing in this Article XIII shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

Section 13.14 Reliance. To the fullest extent permitted by applicable law, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, the chief accounting officer or the corporate controller of the Corporation and the

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Corporation’s legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making the determinations and findings contemplated by this Article XIII. The members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any Corporation Securities owned by any stockholder, the Corporation is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Securities and Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of Corporation Securities.

Section 13.15 Benefits. Nothing in this Article XIII shall be construed to give to any Person other than the Corporation or the Agent any legal or equitable right, remedy or claim under this Article XIII. This Article XIII shall be for the sole and exclusive benefit of the Corporation and the Agent.

Section 13.16 Severability. The purpose of this Article XIII is to facilitate the Corporation’s ability to maintain or preserve its Tax Benefits. If any provision of this Article XIII or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article XIII.

Section 13.17 Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation or the Agent under this Article XIII, (a) no waiver will be effective unless expressly contained in a writing signed by the waiving party and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

Article XIVARTICLE XIII AMENDMENTS

(Signature Page Follows)

17 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 34 of 72

DENBURY RESOURCES INC.

By: James S. Matthews Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 35 of 72

Exhibit C

Assumed Executory Contracts and Unexpired Leases Schedule

Neither the exclusion nor the inclusion of any Executory Contract or Unexpired Lease on the Assumed Executory Contract and Unexpired Lease List or the Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan or this Plan Supplement, shall constitute an admission by the Debtors that any contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, reserve all rights in connection therewith.

Except as otherwise provided herein or agreed to by the Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims that may arise in connection therewith. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 36 of 72 Denbury Resources Inc. et al Contract Assumption Schedule DRAFT

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1 4J Well Service Inc 4J Well Service Inc Workover rig, water, rod, and tubing 3614 Hwy 7 North hauling, and pressure pumping - Denbury Baker MT 59313 purchaser 2 ABN AMRO Bank N.V. ABN AMRO Bank N.V. ABN broker of derivative trading for 10 Gustav Mahlerlaan Denbury through 2002 ISDA Amsterdam Netherlands NL -1082PP

3 Accenture Accenture Change Request to Services Agreement 161 North Clark St and Scope of Work for HCM Application Chicago IL 60601 Support Services - Denbury purchaser

4 Air Products LLC Air Products LLC Carbon Dioxide Purchase Agreement 7201 Hamilton Blvd. (Port Arthur) - Denbury buyer Allentown PA 18195

5 Airgas USA, LLC Airgas USA, LLC Carbon Dioxide Exchange Agreement - 2530 Sever Road Suite 300 between Airgas and Denbury Lawrenceville GA 30043

6 Airgas USA, LLC Airgas USA, LLC CO2 sales contract for delivery in Rankin 259 Radnor-Chester Rd Suite 100 County, MS - Denbury seller Radnor PA 19087

7 Altair Global Services, LLC Altair Global Services, LLC Departure, destination, transition, 7500 Dallas Pkwy Suite 300 consulting, reporting, special, and Plano TX 75024 website services - Denbury purchaser

8 American Supply Company American Supply Company Discount term sheet for MRO and I&E P O Box 54168 material purchases - Denbury purchaser Jackson MS 39288

9 Atmos Energy Marketing Llc Atmos Energy Marketing Llc Base contract for purchase and sale of 1515 Poydras St Suite 2180 natural gas - Denbury buyer and seller New Orleans LA 70112

10 Audubon Engineering Company, LP Audubon Engineering Company, LP Facility engineering and design, 10205 Westheimer Rd Suite 100 consulting and inspection services - Houston TX 77042 Denbury purchaser

11 Badlands Electric, Inc Badlands Electric, Inc Furnishing of equipment and personnel PO Box 473 for contractor services - Denbury Baker MT 59313 purchaser

12 Baker Hughes Oilfield Operations Inc Baker Hughes Oilfield Operations Inc Chemicals and chemical services - 3900 Essex Lane Suite 1200 Denbury purchaser Houston TX 77027

13 Bedrock Petroleum Consultants LLC Bedrock Petroleum Consultants LLC Onsite workover consulting services - 201 Rue Iberville Suite 600 No. 277 Denbury purchaser Lafayette LA 70508

14 Beverly Yandell Milam Beverly Yandell Milam Gluckstadt Control Room Lease - 210 Oakland Dr Denbury lessee Madison MS 39110

15 Billeaud Planters, Inc. Billeaud Planters, Inc. Lease Id: GC-0008.1- Location: Lafayette - 106 St. Nazaire Road Denbury lessee Bousaard LA 70518

16 Black Hills Power Black Hills Power Power for Wyoming Bell Creek field and PO Box 6001 pipelines - Denbury purchaser Rapid City SD 57709

Page 1 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 37 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 171 Boots4J Well Smith Service Oilfield Inc Services LLCBoots4J Well Smith Service Oilfield Inc Services LLC Construction,Workover rig, drilling,water, rod, and andequipment tubing 7529 Cirdcle Dr rental services in Gulf Coast region - Laurel MS 39440 Denbury purchaser

18 Bull Investments, Inc.Bull Investments, Inc. Lease Id: RM-0003- Location: Casper 4610 E. 24th Street office - Denbury lessee Casper WY 82609

19 C H Galloway Jr ET UXC H Galloway Jr ET UX Trace Dehy Lease - Denbury lessee 1034 Highway 43 South Canton MS 39046

20 C&J Spec-Rent Services IncC&J Spec-Rent Services Inc Well completion services - Denbury 3990 Rogerdale Rd purchaser Houston TX 77042

21 C&J Well Services IncC&J Well Services Inc Downhole drilling services as directed - PO Box 975682 Denbury purchaser Dallas TX 75373

22 Cameron Solutions IncCameron Solutions Inc CO2 Operation and Maintenance 11210 Equity Drive Agreement at Delhi Field, LA - Denbury Houston TX 75024 purchaser

23 Canadian Imperial Bank of CommerceCanadian Imperial Bank of Commerce CIBC broker of derivative trading for 425 Lexington Avenue Denbury through 2002 ISDA New York NY 10017

24 Capgemini America, IncCapgemini America, Inc Work Order #3 to Master Services 012663 Collection Center Drive Agreement - Denbury purchaser Chicago IL 60693

25 Capital One, National AssociationCapital One, National Association Capital One broker of derivative trading 90 Park Avenue for Denbury through 2002 ISDA New York NY 10016

26 Central Electric Power AssociationCentral Electric Power Association Power for Mississippi CO2 supply at PO Box 477 Jackson Dome - Denbury purchaser Carthage MS 39051

27 Central Electric Power AssociationCentral Electric Power Association Power for Mississippi CO2 supply at PO Box 477 Barkdale - Denbury purchaser Carthage MS 39051

28 ChampionXChampionX Supply of chemicals and chemical 1100 Hughie Long Rd services in Gulf Coast region - Denbury Cresson TX 76035 purchaser

29 ChampionXChampionX Personnel, goods, equipment, materials, 1100 Hughie Long Rd supplies, labor services - Denbury Cresson TX 76035 purchaser

30 Charles H. SimpsonCharles H. Simpson CO2 Purchase option exercised by P.O. Box 1598 Charles H Simpson pursuant to the Brandon MS 39043 Magna Carta Group & Denbury PSA - Denbury seller 31 Chevron U.S.A., Inc.Chevron U.S.A., Inc. Brookhaven Escrow Agreement between 1500 Louisiana St Chevron and Denbury Houston TX 77002

32 Choice Construction, LLCChoice Construction, LLC General roustabout services, in Baaken 201 W. Pleasant Ave. region - Denbury purchaser Baker MN 59313

Page 2 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 38 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 331 Clarkco4J Well ServiceOilfield IncServices, IncClarkco4J Well ServiceOilfield IncServices, Inc VacuumWorkover truck rig, water,and roustabout rod, and tubingservices - 3313 County Road 230 Denbury purchaser Heidelberg MS 39439

34 Clinical Reference Laboratory, IncClinical Reference Laboratory, Inc Lab testing services - Denbury purchaser 8433 Quivira Road Lenexa KS 66215

35 Comerica BankComerica Bank Comerica broker of derivative trading for 3551 Hamlin Road MC 7272 Denbury through 2002 ISDA Auburn Hills Michigan 48236

36 Comsal, IncComsal, Inc 3rd party Health FSA and DCAP admin 4131 N. Central Expressway services - Denbury purchaser Dallas TX 75204

37 Conoco Phillips CompanyConoco Phillips Company Base contract for purchase and sale of 600 North Dairy Ashford natural gas - Denbury buyer and seller Houston TX 77079

38 Cooper Rose, LLCCooper Rose, LLC Amended and Restated Purchase and 19 Lace Point Sale Agreement (Denbury Conroe, TX The Woodlands TX 77832 Tract) between Denbury Onshore, LLC, as seller, and Cooper Rose, LLC, as 39 Copano PipelineCopano Pipeline NAESB with Copano Pipeline 10953 Vista Lake Court Navastoa TX 77868

40 D&M Solutions IncD&M Solutions Inc Trucking, hot oiling, spill cleanup, 21 Shell Oil Road saltwater disposal, and tank services - Baker MT 59313 Denbury purchaser

41 Dawson Geophysical CompanyDawson Geophysical Company Data mapping of subsurface and seismic 508 West Wall Suite 800 services - Denbury purchaser Midland TX 79701

42 Deepwell Energy Services, LLCDeepwell Energy Services, LLC Vacuum and pump truck, rig hauling, hot 6739 Highway 184 shot, location, pipeline construction, Waynesboro MS 39367 roustabout, and above surface equipment rental services - Denbury 43 Dell Marketing LPDell Marketing LP End User Licensing Agreement: PO Box 676071 Proprietary Airwatch Software - Denbury Dallas TX 75267 purchaser

44 Delta Oil ToolsDelta Oil Tools Furnishing of equipment and personnel PO Box 753 for contractor services - Denbury Vidalia LA 71373 purchaser

45 Denmiss CorporationDenmiss Corporation Jackson Dome Lease - Denbury lessee PO Box 320579 Flowood MS 39232

46 Digitalglobe IncDigitalglobe Inc Spacial On Demand subscription renewal 1300 W. 120th Avenue - Denbury purchaser Westminster CO 80234

47 Direct Electric LLCDirect Electric LLC Electrical services and maintenance in 3612 N. Hwy 7 Baaken region - Denbury purchaser PO Box 1098 Baker MT 59313

48 Dnow LPDnow LP 2017 materials purchase order - Denbury P O Box 200822 purchaser Dallas TX 75320

Page 3 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 39 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 491 Dnow4J Well LP Service Inc Dnow4J Well LP Service Inc 2019Workover MRO rig, and water, I&E materials rod, and - tubingDenbury P O Box 200822 purchaser Dallas TX 75320

50 Dover Energy, IncDover Energy, Inc Rapid Service Rig services - Denbury PO Box 730187 purchaser Dallas TX 75373

51 Drilling Info IncDrilling Info Inc May20 Subscription Order - Denbury 2901 Via Fortuna Building 6, Suite 200 purchaser Austin TX 78746

52 Duraroot, LLCDuraroot, LLC Environmental consulting services - 4626 CR 65 Denbury purchaser Keenesburg CO 80643

53 E3 ResponseE3 Response Environmental remediation/emergency 1682 Springridge Rd response, industrial cleaning, etc. - Raymond MS 39154 Denbury purchaser

54 Eagle Consulting, LLCEagle Consulting, LLC Onsite supervision and wellsite 850 Engineers Rd consulting - Denbury purchaser Belle Chasse LA 70037

55 EIC (Evanston Insurance Company; EIC (Evanston Insurance Company; previously Alterra) Settlement for incident on 06/2013 in previously Alterra) 1901 Sixth Ave. N. Suite 2400 the Delhi Field Birmingham AL 35203

56 EIC (Evanston Insurance Company; EIC (Evanston Insurance Company; previously Alterra) Settlement for incident on 06/2013 in previously Alterra) 222 S. Riverside Plaza Suite 2400 the Delhi Field Chicago IL 60606

57 Elk Grieve Project, LLC, Elk PetroleumElk Grieve Project, LLC, Elk Petroleum Grieve Unit Operating Agreement 1700 N Lincoln St Suite 2550 between Denbury (Unit operator) and Denver CO 80203 Elk

58 EMK3EMK3 Support and Licensing Agreement - 1415 Legacy Drive Suite 220 Denbury purchaser Frisco TX 75034

59 EMK3EMK3 Support and Maintenance Agreement - 1415 Legacy Drive Suite 220 Denbury purchaser Frisco TX 75034

60 Energy Personnel International, IncEnergy Personnel International, Inc Service agreement for drilling consulting PO Box 203379 at Hastings - Denbury purchaser Dallas TX 75320

61 Entergy Louisiana LLC (8108)Entergy Louisiana LLC (8108) Power for Sacksonia Substation at PO Box 35803 Louisiana Delhi plant - Denbury West Monroe LA 71294 purchaser

62 Entergy Louisiana LLC (8108)Entergy Louisiana LLC (8108) Power for Delhi North Substation at PO Box 35803 Louisiana Delhi plant - Denbury West Monroe LA 71294 purchaser

63 Entergy Louisiana LLC (8108)Entergy Louisiana LLC (8108) Power for Delhi South Substation at PO Box 35803 Louisiana Delhi plant - Denbury West Monroe LA 71294 purchaser

64 Entergy Louisiana LLC (8108)Entergy Louisiana LLC (8108) Power for Plaquemine (Turnerville PO Box 35803 substation) at Louisiana Delhi plant - West Monroe LA 71294 Denbury purchaser

Page 4 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 40 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 651 Entergy4J Well ServiceLouisiana Inc LLC (8108)Entergy4J Well ServiceLouisiana Inc LLC (8108) SystemWorkover Impact rig, water, Study rod,Agreement and tubing - 900 S. College Suite 300 Denbury purchaser Lafayette LA 70503

66 Entergy Mississippi (8105)Entergy Mississippi (8105) Power for Mississippi Brookhaven - PO Box 8105 Denbury purchaser Baton Rouge LA 70891

67 Entergy Mississippi (8105)Entergy Mississippi (8105) Power for Mississippi Madison - Denbury PO Box 8105 purchaser Baton Rouge LA 70891

68 Entergy Mississippi (8105)Entergy Mississippi (8105) Power for Mississippi Brandon Pump PO Box 8105 Station - Denbury purchaser Baton Rouge LA 70891

69 Entergy Mississippi (8105)Entergy Mississippi (8105) Facilities Study and PO Box 8105 construction/preparation of Class 3 Baton Rouge LA 70891 estimate for new MS substation - Denbury purchaser 70 Entergy Texas (8104)Entergy Texas (8104) Power for Oyster Bayou field - Denbury PO Box 2951 purchaser Beaumont TX 77704

71 Express Scripts, IncExpress Scripts, Inc Pharmacy Benefit Management One Express Way 1N198 Agreement including admin and service St. Louis MO 63121 fees - Denbury purchaser

72 ExxonMobil CorporationExxonMobil Corporation LaBarge Delivery and Take-In Kind CO2 800 Bell St Balancing Agreement - Denbury buyer Houston TX 77002

73 ExxonMobil CorporationExxonMobil Corporation Assignment of overriding royalty - 800 Bell St between ExxonMobil and Denbury Houston TX 77002

74 ExxonMobil CorporationExxonMobil Corporation Bell Creek Escrow Agreement between 800 Bell St PO Box 2180 Exxon and Richardson Houston TX 77002

75 ExxonMobil CorporationExxonMobil Corporation Conroe Escrow Agreement between 800 Bell St PO Box 2180 ExxonMobil and Wapiti - Wapiti Houston TX 77002 subsequently assigned their escrow to Denbury upon sale of associated assets. 76 FDL Capital, LLCFDL Capital, LLC FDL shipper of CO2 on Denbury pipeline 909 Lake Carolyn Pkwy #500 Irving TX 75039

77 Fifth Third BankFifth Third Bank Fifth Third broker of derivative trading 38 Fountain Square Plaza for Denbury through 2002 ISDA Cincinnati Ohio 45263

78 GE Oil & Gas Pressure Control LPGE Oil & Gas Pressure Control LP New wellhead assemblies - Denbury 4424 W. Sam Houston Pkwy purchaser Houston TX 77041

79 General DatatechGeneral Datatech Software End-User License Agreement - Dept D8014 PO Box 650002 Denbury licensee Dallas TX 75265

80 General DatatechGeneral Datatech Evaluation, consultation, design, and Dept D8014 PO Box 650002 integration of 28 firewalls/applications - Dallas TX 75265 Denbury purchaser

Page 5 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 41 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 811 General4J Well Service Datatech Inc General4J Well Service Datatech Inc ProfessionalWorkover rig, services water, rod,for planning, and tubing Dept D8014 PO Box 650002 design, configuration, and Dallas TX 75265 implementation of software/applications at 30 sites - Denbury purchaser 82 General DatatechGeneral Datatech Provision of a qualified staff resource to Dept D8014 PO Box 650002 provide software services and charge Dallas TX 75265 T&E - Denbury purchaser

83 Genesis NEJD Pipeline, LLC Genesis NEJD Pipeline, LLC Genesis (Lessor) Pipeline Financing Lease 500 Dallas Suite 2500 Agreement - Denbury lessee Houston TX 77002

84 Genesis Pipeline USA LPGenesis Pipeline USA LP CO2 TSA - Denbury shipper on Genesis 919 Milam St Suite 2100 pipeline Houston TX 77002

85 Genesis Pipeline USA LPGenesis Pipeline USA LP Right of first refusal and option 919 Milam St Suite 2100 agreement associated with CO2 Houston TX 77002 transport agreement with Genesis Pipeline dated May 30, 2008 86 Genesis Pipeline USA LPGenesis Pipeline USA LP Hastings Field crude oil gathering and 919 Milam St Suite 2100 transportation agreement - Denbury Houston TX 77002 shipper

87 Graco Fishing & Rental Tools IncGraco Fishing & Rental Tools Inc Fishing services and tools, pressure 5300 Town & Country Blvd Suite 220 pumping services, packer service and Frisco TX 75034 tools, and machine shop services - Denbury purchaser 88 Grand Isle Shipyard, IncGrand Isle Shipyard, Inc Various construction and maintenance 18838 Hwy 3235 services - Denbury purchaser Galliano LA 70354

89 Granite TelecommunicationsGranite Telecommunications Commercial Account Form and Letter of PO Box 983119 Agency - Denbury purchaser Boston MA 02298

90 Griffith Excavating, IncGriffith Excavating, Inc Furnishing of equipment and personnel PO Box 1193 for contractor services - Denbury Baker MT 59313 purchaser

91 GSM Oilfield Services, IncGSM Oilfield Services, Inc Seismic planning, design, permitting, and PO Box 50790 field quality control services - Denbury Amarillo TX 79124 purchaser

92 Hawkins Lease Service, IncHawkins Lease Service, Inc Contractor work in Gulf Coast region as 3205 FM 2403 directed by Denbury - Denbury Alvin TX 77512 purchaser

93 H-E-B, LPH-E-B, LP Real Estate Contract of Sale between 425 Sawdust Rd. Suite B Denbury Onshore, LLC, as seller, and H-E- Spring TX 77380 B, LP, as purchaser

94 Helmerich & Payne InternationalHelmerich & Payne International Two guaranteed drilled wells 1437 South Boulder Suite 1400 Tulsa OK 74119

95 Heritage Oilfield Consultants IncHeritage Oilfield Consultants Inc Furnishing of equipment and personnel 223 MT Creek Farm Rd for contractor services - Denbury Florence MS 39073 purchaser

96 Hess Corporation Hess Corporation Oil and Gas leasehold interests - Denbury PO Box 2040 buyer Houston TX 77252

Page 6 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 42 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 971 Hess4J Well Corporation Service Inc Hess4J Well Corporation Service Inc SettlementWorkover rig, for water, incident rod, on and 10/2017 tubing in 1185 Avenue of the Americas 40th Floor the Golden Ranch Lawsuit New York NY 10036

98 Hess CorporationHess Corporation Settlement for incident on 10/2017 in Omar J. Alaniz the Golden Ranch Lawsuit 2850 N. Harwood Street Suite 1500 Dallas TX 75201

99 High Plains PowerHigh Plains Power Cost of construction/license agreement 1775 East Monroe for Grieve substation in Wyoming - Riverton WY 82501 Denbury payer

100 High Plains PowerHigh Plains Power Cost of construction agreement for 1775 East Monroe Denbury Anadarko Interconnect in Riverton WY 82501 Wyoming - Denbury payer

101 Hiland Crude, LLCHiland Crude, LLC Terminalling Services Agreement with 10953 Vista Lake Court Hiland Crude, LLC Navastoa TX 77868

102 Hiland Crude, LLCHiland Crude, LLC Crude transportation throughput & 304 N. Independence deficiency agreement - Denbury shipper Enid OK 73703

103 Howell Petroleum CorporationHowell Petroleum Corporation Salt Creek Joint Operating Agreement PO Box 1330 between Howell (Operator) and Linn Houston TX 77251

104 IHS Global, IncIHS Global, Inc Data license agreement - Denbury 5333 Westheimer Suite #100 purchaser Houston TX 77056

105 IHS Global, IncIHS Global, Inc Data license agreement - General 15 Iverness Way East agreement for purchase of products and Englewood CO 80112 services - Denbury purchaser

106 IHS Global, IncIHS Global, Inc Specific granted license via purchase 15 Iverness Way East order form to additional products - Englewood CO 80112 Denbury purchaser

107 Independent Transportation & Independent Transportation & Trading Company (ITT) ITT is providing terminalling services at Trading Company (ITT) 10953 Vista Lake Court ITT's crude oil terminal in Baker, Navastoa TX 77868 Montana

108 ING Capital Markets LLCING Capital Markets LLC ING broker of derivative trading for 1325 Avenue of the Americas Denbury through 2002 ISDA New York NY 10019

109 Interconn Resources, Inc. Interconn Resources, Inc. Tinsley, MS (Perry Tap) and Hastings, TX - 2000-A Southbridge Pkwy Suite 330 Denbury buyer Birmingham AL 35209

110 Ironshore Specialty Insurance Ironshore Specialty Insurance Company Settlement for incident on 06/2013 in Company Treadway Bollinger, LLC the Delhi Field 406 N. Florida Street Suite 2 Covington LA 70433

111 J. Aron & CompanyJ. Aron & Company J. Aron broker of derivative trading for 200 West Street Denbury through 2002 ISDA New York NY 100282

112 J.P. Oil Company, IncJ.P. Oil Company, Inc Little Creek Escrow Agreement between 1604 West Pinhook PO Box 52584 J.P Oil and Shell Lafayette LA 70505

Page 7 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 43 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1131 J.P.4J Well Oil Company,Service Inc IncJ.P.4J Well Oil Company,Service Inc Inc Olive/McCombWorkover rig, water, Office rod, Lease and - Denburytubing 1604 Pinhook Rd Suite 300 lessee Lafayette LA 70508

114 J.P. Oil Company, IncJ.P. Oil Company, Inc Olive Mall Fields - Denbury buyer 1604 West Pinhook PO Box 52584 Lafayette LA 70505

115 J.P. Oil Company, IncJ.P. Oil Company, Inc Little Creek Field - Denbury buyer 1604 West Pinhook PO Box 52584 Lafayette LA 70505

116 Jacam Chemicals 2013 LLCJacam Chemicals 2013 LLC Chemicals equipment and personnel - 205 S Broadway Denbury purchaser Sterling KS 67579

117 Jacam Chemicals 2013 LLCJacam Chemicals 2013 LLC Chemical treating services for Hartzog 205 S Broadway Draw field - Denbury purchaser Sterling KS 67579

118 JD Rush CorporationJD Rush Corporation Inventory purchase and contracting PO Box 201381 arrangement - Denbury purchaser Dallas TX 75320

119 JP Morgan Chase Bank, N.A.JP Morgan Chase Bank, N.A. Denbury transfer of prior ISDA 1 Bank One Plaza Suite IL1-0047 agreement with Bank One to JP Morgan Chicago IL 60670 Chase through novation

120 Kathryn Dunaway WoodhamKathryn Dunaway Woodham Little Creek Warehouse and Pipe Yard 611 Maxine Ave Lease - Denbury lessee McComb MS 39648

121 Kelley Brothers Contractors, IncKelley Brothers Contractors, Inc Contractor work in Gulf Coast region as 401 County Farm Rd directed by Denbury - Denbury Waynesboro MS 39367 purchaser

122 KeyBank National AssociationKeyBank National Association KeyBank broker of derivative trading for 127 Public Square Denbury through 2002 ISDA Cleveland OH 44114

123 Kinder Morgan TejasKinder Morgan Tejas Interconnect agreement with Kinder 10953 Vista Lake Court Morgan Tejas Navastoa TX 77868

124 Kinder Morgan Tejas PipelineKinder Morgan Tejas Pipeline NAESB with Kinder Morgan Tejas 10953 Vista Lake Court Pipeline Navastoa TX 77868

125 Kinder Morgan TexasKinder Morgan Texas Facilities agreement with Kinder Morgan 10953 Vista Lake Court Texas Navastoa TX 77868

126 Kinder Morgan Texas PipelineKinder Morgan Texas Pipeline NAESB with Kinder Morgan Texas 10953 Vista Lake Court Pipeline Navastoa TX 77868

127 Landmark Graphics CorpLandmark Graphics Corp Dynamic Surveillance System Quote - 10200 Bellaire Blvd Denbury purchaser Houston TX 77072

128 Liberty Mutual Insurance CompanyLiberty Mutual Insurance Company Liberty Mutual General Agreement of PO Box 91012 Indemnity Surety Agreement - Denbury Chicago IL 60680 insured party

Page 8 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 44 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1291 Liberty4J Well MutualService InsuranceInc Company Liberty4J Well MutualService InsuranceInc Company LibertyWorkover Mutual rig, water, Pledge rod, Surety and Agreement tubing - PO Box 91012 Denbury insured party Chicago IL 60680

130 Liberty Mutual Insurance CompanyLiberty Mutual Insurance Company Settlement for incident in Lirette O&G Resolute Management, Inc. Field in Louisiana 100 Liberty Way P.O. Box 1525 Dover NH 3821

131 Lincoln County Board of SupervisorsLincoln County Board of Supervisors Mallalieu Office Lease - Denbury lessee 301 S First St Suite 202 Brookhaven MS 39601

132 Lock Tite Anchor Company, IncLock Tite Anchor Company, Inc Furnishing of equipment and personnel PO Box 366 for Wyoming contractor services - Midwest WY 82643 Denbury purchaser

133 Magna Carta Group L.L.C.Magna Carta Group L.L.C. PSA in which Denbury acquired Magna P.O. Box 83327 Carta Group, L.L.C and its subsidiaries - Baton Rouge LA 70884 Denbury purchaser

134 Magnolia Electric Power AssociationMagnolia Electric Power Association Power for Brookhaven pump station - PO Box 747 Denbury purchaser Mccomb MS 39649

135 Magnolia Electric Power AssociationMagnolia Electric Power Association Power for Little Creek substation - PO Box 747 Denbury purchaser Mccomb MS 39649

136 Magnolia Electric Power Association Magnolia Electric Power Association Power for Mallalieu substation - Denbury PO Box 747 purchaser Mccomb MS 39649

137 Magnolia Electric Power AssociationMagnolia Electric Power Association Power for Olive Substation - Denbury PO Box 747 purchaser Mccomb MS 39649

138 Manti Iberia Port Barre, Ltd; Manti Manti Iberia Port Barre, Ltd; Manti Resources, Inc. Oil , gas and mineral properties and Resources, Inc. 800 North Shoreline Blvd. Suite 2300 South Tower related assets/contracts - Denbury buyer Corpus Christi TX 78401

139 Marlin Services, IncMarlin Services, Inc Environmental remediation services - 252 Trinity Lane Denbury purchaser Gray LA 70359

140 Masco Wireline Service IncMasco Wireline Service Inc Fishing and downhole tool services in 337 Avenue A Gulf Coast region - Denbury purchaser Laurel MS 39442

141 Masergy Communications IncMasergy Communications Inc Master IT Service Agreement - Denbury PO Box 733938 purchaser Dallas TX 75373

142 Matrix Oil & Gas, IncMatrix Oil & Gas, Inc Matrix Oil & Gas and respective 71683 Riverside Drive shareholders - Denbury buyer Covington LA 70433

143 Merrill Lynch Commodities, Inc. (Bank Merrill Lynch Commodities, Inc. (Bank of America) Merrill Lynch broker of derivative trading of America) 20 East Greenway Plaza 7th Floor for Denbury through 2002 ISDA Houston TX 77046

144 Mississippi Power CompanyMississippi Power Company Power for Soso Heater - Denbury PO Box 4079 purchaser Gulfport MS 39502

Page 9 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 45 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1451 Mississippi4J Well Service Power Inc CompanyMississippi4J Well Service Power Inc Company PowerWorkover for Cottonrig, water, Valley rod, Plant and tubing- Denbury PO Box 4079 purchaser Gulfport MS 39502

146 Mississippi Power CompanyMississippi Power Company Power for Mississippi Heidelberg plant - PO Box 4079 Denbury purchaser Gulfport MS 39502

147 Mitchell's Crane & Trucking, LLCMitchell's Crane & Trucking, LLC Equipment rental/hauling, roustabout, 3691 Highway 7 North crane, and excavation services in Baker MT 59313 Montana. North Dakota, and Wyoming - Denbury purchaser 148 MJB Properties, LLCMJB Properties, LLC Barksdale Dehy Plant Lease - Denbury 3879 Highway 471 lessee Brandon MS 39047

149 Montana Dakota Utilities CompanyMontana Dakota Utilities Company Power for variety of locations in 400 North Fourth St Montana - Denbury purchaser Bismark ND 58501

150 National Oilwell Varco, LPNational Oilwell Varco, LP Furnishing of equipment and personnel 8505 Abbey Court for contractor services - Denbury Rowlett TX 75088 purchaser

151 Navitas Petroleum Onshore, LLCNavitas Petroleum Onshore, LLC Settlement for undisclosed incident 12 Abba Eban Street Building D Herzliya Israel 4672530

152 Navitas Petroleum, LP Navitas Petroleum, LP Joint Operating Agreement (Manvel, East 12 Abba Eban St Building D Hastings, Thompson Fields) between Herzliya Israel 4672530 Denbury (Unit operator) and Navitas

153 NEG Operating, LLCNEG Operating, LLC Shana Petroleum Company - Denbury 4925 Greenville Ave Suite 1400 buyer Dallas TX 75206

154 NEJD Pipeline Company, IncNEJD Pipeline Company, Inc Jackson Dome Escrow Agreement 259 N. Radnor-Chester Rd Suite 100 between NEJD/Airgas and Denbury Radnor PA 19087

155 Oilfield Partners Energy Services LLCOilfield Partners Energy Services LLC Acidizing, cementing, and fracing 481 Highway 98 Bypass services in Gulf Coast region - Denbury Columbia MS 39429 purchaser

156 OneOk Rockies Midstream, LLCOneOk Rockies Midstream, LLC Dedicated gas purchases from Denbury PO Box 871 wells, lands, and leases - Denbury seller Tulsa OK 74102

157 Onshore Quality Control Specialists, Onshore Quality Control Specialists, LLC Pipeline, compressor station, pump, LLC 3809 South First Street tank, and electrical inspections - Austin TX 78704 Denbury purchaser

158 Oracle America IncOracle America Inc Oracle Database Enterprise Edition - PO Box 203448 Denbury purchaser Dallas TX 75320

159 P2ES Holdings IncP2ES Holdings Inc Master Software Licensing Agreement - 1670 Broadway Suite 2800 Denbury purchaser Denver CO 80202

160 Paradigm Geophysical CorpParadigm Geophysical Corp Software Licensing, Support, and 6005 Rogerdale Rd Suite 200.2 Maintenance Agreement - Denbury Houston TX 77072 purchaser

Page 10 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 46 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1611 PCS4J Well Sales Service (USA), Inc IncPCS4J Well Sales Service (USA), Inc Inc CarbonWorkover Dioxide rig, water, Offtake rod, Agreement and tubing 1101 Skokie Blvd Suite 400 (Nutrien) - Denbury buyer Northbrook IL 60062

162 Peloton Computer Enterprises IncPeloton Computer Enterprises Inc License, Maintenance, and Services 23501 Cinco Ranch Blvd Suite C220 Agreement (WellView, SiteView, and Houston TX 77494 Rigview software applications & MasterView database) - Denbury 163 Petraresults Consulting, Inc.Petraresults Consulting, Inc. Scoping field operations, data driven 6770 Valley View Rd analysis and improvement initiatives - Edmond OK 73034 Denbury purchaser

164 Pierce Construction and Maintenance Pierce Construction and Maintenance Company Routine maintenance, welding, pipeline Company 1505 US-11 and facility construction - Denbury Petal MS 39465 purchaser

165 Pioneer Well Services LLCPioneer Well Services LLC Workover & drilling equipment and 1250 NE Loop 410 Suite 905 personnel - Denbury purchaser San Antonio TX 78209

166 Pioneer Well Services LLCPioneer Well Services LLC Equipment indemnity agreement for 1250 NE Loop 410 Suite 905 Pioneer's use of Denbury equipment San Antonio TX 78209 under MSA - Denbury liable

167 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Denbury Outright 333 Clay Street Suite 1600 Houston TX 77002

168 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Transportation 333 Clay Street Suite 1600 Houston TX 77002

169 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Bulk Purchase at Guernsey 333 Clay Street Suite 1600 Houston TX 77002

170 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Term Bulk Purch @ Plains Tankage Baker 333 Clay Street Suite 1600 Houston TX 77002

171 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Bulk B/S Term WR/Omega vs Baker 333 Clay Street Suite 1600 Houston TX 77002

172 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Leases at 333 Clay Street Suite 1600 Alexander/Richland/Trenton/Charlson Houston TX 77002

173 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Leases at Fryburg/Baker Systems 333 Clay Street Suite 1600 Houston TX 77002

174 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Wood River/Omega vs Guernsey 333 Clay Street Suite 1600 Houston TX 77002

175 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. (MP331) Plains Eucutta MMS Purchase 333 Clay Street Suite 1600 Houston TX 77002

176 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Natrona, WY 333 Clay Street Suite 1600 Houston TX 77002

Page 11 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 47 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1771 Plains4J Well All Service American Inc Pipeline, L.P.Plains4J Well All Service American Inc Pipeline, L.P. Baker/MarmouthWorkover rig, water, Properties rod, and tubing 333 Clay Street Suite 1600 Houston TX 77002

178 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Trucked, WY 333 Clay Street Suite 1600 Houston TX 77002

179 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Bulk Purchase OP251 333 Clay Street Suite 1600 Houston TX 77002

180 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. 37931 (JP041) vs (JPO41) EG 333 Clay Street Suite 1600 Houston TX 77002

181 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Bulk Purchase - Guernsey/Thunderbird 333 Clay Street Suite 1600 P/L Houston TX 77002

182 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Denbury Buy/Sell 333 Clay Street Suite 1600 Houston TX 77002

183 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Pennel Unit 333 Clay Street Suite 1600 Houston TX 77002

184 Plains All American Pipeline, L.P.Plains All American Pipeline, L.P. Tinsley Field/Delhi - KH 333 Clay Street Suite 1600 Houston TX 77002

185 Plains Marketing, L.P.Plains Marketing, L.P. Contract #: 400485: THE BLEND 5341- 333 Clay St Suite 1600 1165 - Denbury seller Houston TX 77002

186 Powder River Energy CorporationPowder River Energy Corporation Coal Bed Methane Master Service P O Box 930 Agreement in Wyoming - Denbury Sundance WY 82729 purchaser

187 Powder River Energy CorporationPowder River Energy Corporation Power for Wyoming Hartzog Draw - P O Box 930 Denbury purchaser Sundance WY 82729

188 Premier Pipe LLCPremier Pipe LLC Discount term sheet for inventory P O Box 840306 purchases - Denbury purchaser Dallas TX 75284

189 PS Services, LLCPS Services, LLC Pipeline construction, civil construction, 806 Ratcliff Dr and welding services - Denbury Gillette WY 82716 purchaser

190 PS Services, LLCPS Services, LLC Indemnity for Denbury associated with 806 Ratcliff Dr owed equipment rented to PS Services - Gillette WY 82716 Denbury is indemnified

191 Pumpelly Oil Acquisition LLCPumpelly Oil Acquisition LLC Various lubricants & materials - Denbury 1890 Swisco Road purchaser Sulphur LA 70665

192 Quality Technology Services, LLCQuality Technology Services, LLC Lease Id: GC-0022- Location: Lockhart 12851 Foster Street office rent - Denbury lessee Overland Park KS 66213

Page 12 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 48 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 1931 Quality4J Well ServiceTechnology Inc Services, LLCQuality4J Well ServiceTechnology Inc Services, LLC LeaseWorkover Id: Corp-0006- rig, water, Location:rod, and tubing 6431 12851 Foster Street Longhorn Dr-Irving BU Control Center - N/A Denbury lessee Overland Park KS 66213

194 Quality Technology Services, LLCQuality Technology Services, LLC Lease Id: Corp-0007- Location: 6431 12851 Foster Street Longhorn Dr-Irving BU Control Center - Overland Park KS 66213 Denbury lessee

195 Quorom Business Solutions IncQuorom Business Solutions Inc Master Software Licensing Agreement - 811 Main St Suite 2000 Denbury purchaser Houston TX 77002

196 Quorom Business Solutions IncQuorom Business Solutions Inc Master Consulting Services Agreement - 811 Main St Suite 2000 Denbury purchaser Houston TX 77002

197 Randolph McCormick Realty IncRandolph McCormick Realty Inc Opelousas PL Office Lease - Denbury 131 McCormick Drive lessee Port Barre LA 70577

198 Reagan Power & CompressionReagan Power & Compression Aftermarket services for compression 2550 Belle Chasse Hwy fleet in Gulf Coast region - Denbury Gretna LA 70053 purchaser

199 Reid Dozer Service LLCReid Dozer Service LLC Furnishing of equipment and personnel 3629 Primitive Dr for contractor services - Denbury Ruth MS 39662 purchaser

200 Richard Gayle Consulting Inc Richard Gayle Consulting Inc Workover site supervision and consulting 223 Gayle Lane - Denbury purchaser Grayson LA 71435

201 Richard S Snell Agent for Clark TrustRichard S Snell Agent for Clark Trust Thompson Field Office Location Lease - 333 Clay St Suite 3300 Denbury lessee Houston TX 77002

202 Riesland Children Ranch PartnershipRiesland Children Ranch Partnership Bell Creek Unit Facility Lease - Denbury 8 Riesland Rd lessee Broadus MT 59317

203 RLI Insurance CompanyRLI Insurance Company RLI Indemnity Agreement - Denbury 9025 N. Lindbergh Dr insured party Peoria IL 61615

204 Robert E StrackbeinRobert E Strackbein Bell Creek Unit Facility Lease - Denbury 1753 Ranch Creek Rd lessee Broadus MT 59317

205 Rock Hard Cementing LLCRock Hard Cementing LLC Pressure pumping, acidizing, cementing 155 KC Drive services in Baaken region - Denbury Glenrock WY 82637 purchaser

206 Rocky Mountain PowerRocky Mountain Power Power for Wyoming Riley Ridge facility - P O Box 26000 Denbury purchaser Portland OR 97256

207 Royal Bank of CanadaRoyal Bank of Canada RBC broker of derivative trading for 200 Vessey St Denbury through 2002 ISDA New York NY 10281

208 RUSCO Operating, LLC (RigUp Inc)RUSCO Operating, LLC (RigUp Inc) Design and engineering, pipeline and 98 San Jacinto Blvd. Suite 550 facility construction/inspection, etc - Austin TX 78701 Denbury purchaser

Page 13 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 49 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 2091 SAP4J Well America Service Inc Inc SAP4J Well America Service Inc Inc Workover Software End-User rig, water, License rod, and Agreement tubing - 3999 West Chester Pike Denbury licensee Newtown Square PA 19073

210 Sarah Elizabeth Thomas Cunningham Sarah Elizabeth Thomas Cunningham (DOLLC) Heidelberg Storage Office Lease - (DOLLC) 219 Woodbine Drive Denbury lessee Gulfport MS 39507

211 Scharnberg PlaintiffsScharnberg Plaintiffs Settlement for incident on 07/2017 in Robert D. Clements, Jr. Law Group, LLLP 1600 East Highway 6 Suite 318 Texas Alvin TX 77511

212 Schlumberger Technology Corp Schlumberger Technology Corp Workover & drilling supply chain vendor - 300 Schlumberger Drive Denbury purchaser Sugar Land TX 77478

213 Schlumberger Technology CorpSchlumberger Technology Corp Petrel Software License and 5599 San Felipe Suite 100 Maintenance Contract 1-19NNN03 - Houston TX 77056 Denbury purchaser

214 Schlumberger Technology CorpSchlumberger Technology Corp Petrel Software License and 5599 San Felipe Suite 100 Maintenance Contract 1-1LHISQ5 - Houston TX 77056 Denbury purchaser

215 Schlumberger Technology CorpSchlumberger Technology Corp Petrel Software License and 5599 San Felipe Suite 100 Maintenance Contract 1-1JAMZ3L - Houston TX 77056 Denbury purchaser

216 Schlumberger Technology CorpSchlumberger Technology Corp Petrel Software License and 5599 San Felipe Suite 100 Maintenance Contract 1-1KK0OG5 - Houston TX 77056 Denbury purchaser

217 Servicenow IncServicenow Inc Dec18 Subscription Order - Denbury 2225 Lawson Lane purchaser Santa Clara CA 95054

218 SHI International CorporationSHI International Corporation Hardware & Software Components 650 Castro St Agreement - Denbury purchaser Mountain View CA 94041

219 SHI International CorporationSHI International Corporation Mimecast Services Agreement and 290 Davidson Ave accompanying products - Denbury Somerset NJ 08873 purchaser

220 SHI International CorporationSHI International Corporation Master Software License and Services 1901 S. Bascom Ave Suite 500 Agreement - Denbury purchaser Campbell CA 95008

221 SHI International CorporationSHI International Corporation Microsoft Volume Licensing Agreement - 290 Davidson Ave Denbury purchaser Somerset NJ 08873

222 Sigga USA LLCSigga USA LLC Master Software Licensing Agreement - 13135 Dairy Ashford Rd Suite 525 Denbury purchaser Sugar Land TX 77478

223 Sigga USA LLCSigga USA LLC Mobile EAM Implementation Project 13135 Dairy Ashford Rd Suite 525 Sugar Land TX 77478

224 Silver Fuels Processing, LLCSilver Fuels Processing, LLC Contract #: Delhi: 2663 - Denbury buyer 5151 Beltline Rd Suite 715 Dallas TX 75254

Page 14 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 50 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 2251 Slope4J Well Electric Service Cooperative Inc IncSlope4J Well Electric Service Cooperative Inc Inc PowerWorkover for Northrig, water, Dakota rod, Cedar and tubing Creek P O Box 338 Anticline/Cedar Hills - Denbury New England ND 58647 purchaser

226 Southern Natural Gas CompanySouthern Natural Gas Company Interruptible transportation contracts 10953 Vista Lake Court with Southern Natural Gas Company Navastoa TX 77868

227 Southern Pine Electric Power Southern Pine Electric Power Association Power for Mississippi Heidelberg - Association P O Box 60 Denbury purchaser Taylorsville MS 39168

228 Southwest Mississippi Electric Power Southwest Mississippi Electric Power Association Power for Mississippi Brookhaven - Association P O Box 5 Denbury purchaser Loran MS 39096

229 SRT Oilfield Service LLCSRT Oilfield Service LLC Workover, rig hauling and hotshot, pipe 6 Thames Avenue PO Box 2909 inspection and storage, and excavation - Laurel MS 39442 Denbury purchaser

230 Success Factors IncSuccess Factors Inc Renewal Order Form for SAP Cloud One Tower Place Services - Denbury purchaser South San Francisco CA 94080

231 Summit ESP LLCSummit ESP LLC Electrical submersible and surface 835 West 41st Street South pumps and related equipment - Denbury Tulsa OK 74157 purchaser

232 SunTrust BankSunTrust Bank SunTrust broker of derivative trading for 3333 Peachtree Rd 11th Floor, Center Code 3913 Denbury through 2002 ISDA Atlanta GA 30326

233 Superior Vision Services, IncSuperior Vision Services, Inc Vision Insurance policy - Denbury 11101 White Rock Road insured Rancho Cordova CA 95670

234 SWCA, IncSWCA, Inc Environmental services (natural 295 Interlocken Blvd Suite 300 resources, cultural resources, water, Broomfield CO 80021 etc.) - Denbury purchaser

235 Tallgrass Pony Express Pipeline LLCTallgrass Pony Express Pipeline LLC Crude transportation throughput & 370 Van Gordon St deficiency agreement - Denbury shipper Lakewood CO 80228

236 Techneaux Technology Services, LLCTechneaux Technology Services, LLC Control system design, programming, 312 Westgate Road installation, and commissioning - Lafayette LA 70506 Denbury purchaser

237 Tellus Operating Group, LLCTellus Operating Group, LLC West Yellow Creek Joint Operating 602 Crescent Place Agreement between Tellus (Operator), Ridgeland MS 39157 WCOA & Denbury

238 The Estate of Hart Anderson BanahanThe Estate of Hart Anderson Banahan Settlement for incident in Delta Pipeline 49 Private Road 3057 Apt. 5 in Mississippi Oxford MS 38655

239 The Montana Land Reliance The Montana Land Reliance Final Easement Closing Contribution - 324 Fuller Denbury purchaser Helena MT 59624

240 The Prudential Insurance Co of The Prudential Insurance Co of America Employee/Dependents Term Life America 751 Borad St Coverage, Basic and Optional Plans, Newark NJ 07102 Accidental Death and Dismemberment Coverage - Denbury purchaser

Page 15 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 51 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 2411 The4J Well Vitality Service Group, Inc LLCThe4J Well Vitality Service Group, Inc LLC HealthWorkover and rig, wellness water, oriented rod, and services,tubing 200 West Monroe St. Suite 2100 risk assessments, and implementation - Chicago IL 60606 Denbury purchaser

242 Thomas Lee Belcher Rev TrThomas Lee Belcher Rev Tr Manvel Field Office Lease - Denbury 25042 Cr 226 lessee Carrollton MO 64633

243 Thomson Reuters (Tax & Accounting)Thomson Reuters (Tax & Accounting) OneSource Tax and Accounting Software 2395 Midway Rd Master Services Agreement - Denbury Carrollton TX 75006 purchaser

244 Thomson Reuters (Tax & Accounting)Thomson Reuters (Tax & Accounting) OneSource Tax Information Reporting 2395 Midway Rd Services Addendum (Sep 2012) - Carrollton TX 75006 Denbury purchaser

245 Thomson Reuters (Tax & Accounting)Thomson Reuters (Tax & Accounting) Products and Services Order Form - 2395 Midway Rd 12/21/2015 - Denbury purchaser Carrollton TX 75006

246 Thomson Reuters (Tax & Accounting)Thomson Reuters (Tax & Accounting) Multi-year License Agreement Order 2395 Midway Rd Form - Originally FY17 - FY19 - Denbury Carrollton TX 75006 purchaser

247 Thomson Reuters (Tax & Accounting)Thomson Reuters (Tax & Accounting) Products and Services Order Form and 2395 Midway Rd Statement of Work - 2/28/2013 - Carrollton TX 75006 Denbury purchaser

248 TIG Specialty Insurance Company TIG Specialty Insurance Company Settlement for incident in Lirette O&G Riverstone Claims Management, 250 Commercial Street Suite 5000 Field in Louisiana Manchester NH 3101

249 TIG Specialty Insurance Company TIG Specialty Insurance Company Settlement for incident in Lirette O&G Gary Lane, 250 Commercial Street Suite 5000 Field in Louisiana Manchester NH 3101

250 TIG Specialty Insurance Company TIG Specialty Insurance Company Settlement for incident in Concordia Riverstone Claims Management, 250 Commercial Street Suite 5000 Parish in Louisiana Manchester NH 3101

251 Tim W Olson Construction Inc Tim W Olson Construction Inc Furnishing of equipment and personnel PO Box 513 for contractor services - Denbury Buffalo SD 57720 purchaser

252 Tinsley Resources, LLC Tinsley Resources, LLC Contract #: 400427 - Denbury seller at 5949 Sherry Lane Suite 755 Tinsley facility and subsequent buyer at Dallas TX 75225 Mayersville Facilities

253 TLC Oil Tools Inc TLC Oil Tools Inc Provide heating oil, cooling equipment, P O Box 155 generator rentals, A/C, and downhole Gillette WY 82717 services - Denbury purchaser

254 TMR Exploration Inc TMR Exploration Inc Netterville Office Lease - Denbury lessee 820 Garrett St Bossier City LA 71171

255 Tower Communication (Tower Tower Communication (Tower Investments, LLC) Brandon 471 Production Office Lease - Investments, LLC) 101 Childre Rd Denbury lessee Pearl MS 39208

256 Transzap Inc Transzap Inc Software License and Hosting Service Bow Valley Square 3 10th Floor Agreement - Denbury purchaser Calgary Alberta, Canada 255

257 Transzap Inc Transzap Inc OpenInvoice License - Denbury PO Box 123597 purchaser Dallas TX 75312

Page 16 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 52 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 2581 Treetop4J Well Service Midstream Inc Services, LLC Treetop4J Well Service Midstream Inc Services, LLC 2009Workover Connection rig, water, Agreement: rod, and Denburytubing 602 Crescent Place Suite 100 seller of CO2 to Treetop through Ridgeland MS 39157 Treetop's connection to Genesis Free State Pipeline 259 Treetop Midstream Services, LLC Treetop Midstream Services, LLC 2015 Connection Agreement: Denbury 602 Crescent Place Suite 100 seller of CO2 to Treetop through Ridgeland MS 39157 Treetop's connection to Genesis Free State Pipeline 260 True Drilling, LLC True Drilling, LLC Well drilling services in Montana for 3 PO Drawer 2360 wells - Denbury purchaser Casper WY 82602

261 TXU Energy Retail Company, LLC TXU Energy Retail Company, LLC TXU Energy Utility Agreement - Various 6555 Sierra Dr locations in Texas FY20-21 - Denbury Irving TX 75039 purchaser

262 TXU Energy Retail Company, LLC TXU Energy Retail Company, LLC TXU Energy Utility Agreement - Various 6555 Sierra Dr locations in Texas FY14-16 (renewal) - Irving TX 75039 Denbury purchaser

263 United Healthcare Insurance United Healthcare Insurance Company Self-funded employee health benefit Company 185 Asylum St plan/administrative services agreement - Hartford CT 06103 Denbury purchaser

264 United Rentals, Inc United Rentals, Inc Lease and delivery of rental equipment 100 First Stamford Place Suite 700 to drill sites - Denbury purchaser Stamford CT 06902

265 Unum Group Unum Group Third party administration of employee 1 Fountain Square leaves - Denbury purchaser Chattanooga TN 37402

266 Unum Group Unum Group Life insurance plan for qualifying 2211 Congress St employees - Denbury purchaser Portland ME 04122

267 Unum Group Unum Group Health Advocate EAP services - Denbury 3043 Walton Rd purchaser Plymouth Meeting PA 19462

268 Unum Group Unum Group Core Advocay services - Denbury 3043 Walton Rd purchaser Plymouth Meeting PA 19462

269 VA Sauls Inc VA Sauls Inc Workover rig services as directed - HWY 528 East Denbury purchaser Heidelberg MS 39439

270 Verde Services LLC Verde Services LLC Logging, perforation, and wireline units 339 Avenue A servicing - Denbury purchaser Laurel MS 39441

271 Verizon Wireless Verizon Wireless Wireless Services Agreement - Denbury 1515 E Woodfield Rd purchaser Schaumburg IL 60173

272 Vervantis, Inc Vervantis, Inc Energy Consulting Services Agreement - 1334 E Chandler Blvd Suite 5-A29 Denbury purchaser Phoenix AZ 85048

273 Visual Systems Visual Systems Agreement to software maintenance 2000 St. James Place services - Denbury purchaser Houston TX 77056

274 Waukesha Pearse Industries, Inc Waukesha Pearse Industries, Inc Furnishing of equipment and personnel PO Box 35068 for contractor services - Denbury Houston TX 77235 purchaser

Page 17 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 53 of 72 Denbury Resources Inc. et al Contract Assumption Schedule

# Contract Counterparty Name Contract Counterparty Name & Address Contract Description 2751 Weatherford4J Well Service International, Inc LLC Weatherford4J Well Service International, Inc LLC WellheadWorkover assembly/installationrig, water, rod, and tubing - Not available Denbury purchaser Dallas TX 75303

276 Wells Fargo Bank National Association Wells Fargo Bank National Association Wells Fargo broker of derivative trading 1445 Ross Ave Suite 420 for Denbury through 1992 ISDA Dallas TX 75202

277 Williams Well Service Inc Williams Well Service Inc General roustabout, above-surface P O Box 133 equipment rental, vacuum truck, fluid Lisbon LA 71048 hauling, and hot oiling - Denbury purchaser 278 Wisco Moran Drilling Company, Inc Wisco Moran Drilling Company, Inc Well drilling services in Texas for 1 well - 125 Post Road Denbury purchaser Arcola TX 77583

279 Wood Group PSN, Inc Wood Group PSN, Inc Production Operators, Mechanics, and PO Box 733325 I&E Technicians - Denbury purchaser Dallas TX 75373

280 Workiva Inc Workiva Inc May19 Subscription Order - Denbury 2900 University Blvd purchaser Ames IA 50010

281 Workiva Inc Workiva Inc May20 Subscription Order - Denbury 2900 University Blvd purchaser Ames IA 50010

282 Wrangler Well Service Inc Wrangler Well Service Inc Workover well and rig services as 806 W Main St Suite B directed - Denbury purchaser Riverton WY 82501

283 Wright Express Inc Wright Express Inc WEX is counterparty to credit agreement 7090 Union Park Center, Suite 350 - Denbury is guarantor Midvale UT 84047

284 WS Red Hancock, Inc WS Red Hancock, Inc General oilfield services and 115 Pritchard Ave construction, welding, fabrication and Bentonia MS 39040 installation - Denbury purchaser

285 Wyoming Casing Service, Inc Wyoming Casing Service, Inc Casing crews and tooled, hydraulic PO Box 1153 power units, and various other Dickinson ND 58601 equipment & testing - Denbury purchaser 286 Yazoo Valley Electric Power Yazoo Valley Electric Power Association Power for Tinsley field, MS - Denbury Association P O Box 8 purchaser Yazoo City MS 39194

Page 18 of 18 Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 54 of 72

Exhibit C-1

Comparison to Assumed Executory Contracts and Unexpired Leases Schedule Filed August 21, 2020

Except as otherwise provided herein or agreed to by the Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims that may arise in connection therewith. Case 20-33801 Document 257 Filed in TXSB on 09/01/20 Page 55 of 72 Denbury Resources Inc. et al DRAFT Contract Assumption Schedule