The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit |
| 3.1(1) | Second Amended and Restated Certificate of Incorporation of Sable Offshore Corp. |
| 3.2(1) | Amended and Restated Bylaws of Sable Offshore Corp. |
| 10.1(1) | Senior Secured Term Loan Agreement, dated as of February 14, 2024 by and among Sable Offshore Corp. (f/k/a Flame Acquisition Corp.), Exxon Mobil Corporation and Alter Domus Products Corp. |
| 10.2(1) | Registration Rights Agreement, dated as of February 14, 2024, by and among Sable Offshore Corp. (f/k/a Flame Acquisition Corp.) and the undersigned party listed under Holder on the signature page thereto. |
| 10.3(1)# | Sable Offshore Corp. 2023 Incentive Award Plan. |
| 10.4(1) | Form of Indemnity Agreement. |
| 10.5(2)# | Employment Agreement by and between Sable Offshore Corp. and James C. Flores. |
| 10.6(2)# | Employment Agreement by and between Sable Offshore Corp. and Gregory D. Patrinely. |
| 10.7(2)# | Employment Agreement by and between Sable Offshore Corp. and J. Caldwell Flores. |
| 10.8(2)# | Employment Agreement by and between Sable Offshore Corp. and Doss R. Bourgeois. |
| 10.9(2)# | Employment Agreement by and between Sable Offshore Corp. and Anthony C. Duenner. |
| 10.10(3) | Form of Holdco PIPE Subscription Agreement. |
| 10.11(4) | Form of Holdco PIPE Subscription Agreement Amendment. |
| 10.12(4) | Form of Additional Holdco PIPE Subscription Agreement. |
| 10.13(4) | Form of Flame PIPE Subscription Agreement. |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| # | Indicates a management contract or compensatory plan. |
|---|
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on February 14, 2024 and incorporated by reference herein. |
| (2) | Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 28, 2024 and incorporated by reference herein. |
| (3) | Previously filed as an exhibit to our Current Report on Form 8-K filed on November 2, 2022 and incorporated by reference herein. |
| (4) | Previously filed as an exhibit to our Current Report on Form 8-K filed on January 16, 2024 and incorporated by reference herein. |
