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March 29, 2017 United States Department of Interior Bureau of Ocean Energy Management 1201 Elmwood Park Boulevard New Orleans, LA 70123 Attention; Adjudication Unit APR 0 3 2017 ADJUDICATION SECTION ARENA N E R Arena Energy, LP 4200 Research Forest Drive, Suile 500 The Woodlands, TX 77381 281-681-9500 281-681-9503 Fax Re: Assignment and Bill of Sale OCS 0457 - South Timbalier Area, Block 131 - Non- Required Filing Category 7 - Contracts, Agreements and Conveyances Enclosed are duplicates of an Assignment and Bill of Sale, effective September 1, 2016 for Oil and Gas Lease 0457, South Timbalier 131, by and between: Assignor: Chevron U.S.A. Inc. - GOM NO. 0078 Assignee: Arena Energy, LP - GOM No. 02417 Please file this document in the non-requireds' section under Category 7 - Contracts, Agreements and Conveyances and return one stamped copy to the undersigned. Also enclosed is the Pay.gov for $29 to cover the filing fees. If you have any questions, please don't hesitate to contact the undersigned at 281-210-3126 or [email protected]. Sincerely, Rachelle Taylor Landman Ends.

ARENA - BSEE Data CenterArena Energy, LP - GOM No. 02417 Please file this document in the non-requireds' section under Category 7 - Contracts, Agreements and Conveyances and return

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Page 1: ARENA - BSEE Data CenterArena Energy, LP - GOM No. 02417 Please file this document in the non-requireds' section under Category 7 - Contracts, Agreements and Conveyances and return

March 29, 2017

United States Department of Interior Bureau of Ocean Energy Management 1201 Elmwood Park Boulevard New Orleans, LA 70123 Attention; Adjudication Unit

APR 0 3 2017

ADJUDICATION SECTION

ARENA N E R

Arena Energy, LP

4200 Research Forest Drive, Suile 500

The Woodlands, TX 77381

281-681-9500

281-681-9503 Fax

Re: Assignment and Bill of Sale OCS 0457 - South Timbalier Area, Block 131 - Non- Required Filing Category 7 - Contracts, Agreements and Conveyances

Enclosed are duplicates of an Assignment and Bill of Sale, effective September 1, 2016 for Oil and Gas Lease 0457, South Timbalier 131, by and between:

Assignor: Chevron U.S.A. Inc. - GOM NO. 0078

Assignee: Arena Energy, LP - GOM No. 02417

Please file this document in the non-requireds' section under Category 7 - Contracts, Agreements and Conveyances and return one stamped copy to the undersigned.

Also enclosed is the Pay.gov for $29 to cover the filing fees.

If you have any questions, please don't hesitate to contact the undersigned at 281-210-3126 or [email protected].

Sincerely,

Rachelle Taylor Landman

Ends.

Page 2: ARENA - BSEE Data CenterArena Energy, LP - GOM No. 02417 Please file this document in the non-requireds' section under Category 7 - Contracts, Agreements and Conveyances and return

3 C 11 ¥ I ffl APR fl 3 2017

ADJUDICATION SECTION ASSIGNMENT AND B I L L OF SALE

J 2017

,, ADJUDICATION SEEfinw THIS ASSIGNMENT AND BILL OF SALE (this "Assignment") dated March 8, 2017, but

effective from and after 12:01 a.m. local time Central Standard Time, on September 1, 2016 (the "Effective Date"), is by and between Chevron U.S.A. Inc., a Pennsylvania corporation, with a mailing address of 1200 Smith Street, Houston, Texas 77002, ("Assignor") and Arena Energy, LP, a Delaware limited paitnership, with a mailing address of 4200 Research Forest Drive, Suite 500, The Woodlands, Texas 77381 ("Assignee"). Assignor and Assignee may sometimes be referred to in this Assignment individually as a "Party" or collectively as the "Parties".

W I T N E S S E T H :

1. CONVEYANCE.

For and in consideration of good and'valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in that certain Asset Sale and Purchase Agreement dated effective September 1, 2016, by and between Assignor et al, as Seller, and Assignee, as Buyer (the "Asset Sale and Purchase Agreement"), the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to said Asset Sale and Purchase Agreement (which Asset Sale and Purchase Agreement is incorporated herein by reference for all purposes), does hereby sell, transfer, assign, convey, set over and deliver unto Assignee without warranty of any kind, express or implied, and subject to the terms hereof, all of Assignor's rights, title and interests in and to the following (collectively, the "Assets"):

1.1 The oil and gas leases and any other rights to Hydrocarbons as set forth in Exhibit A -List of Assets, including, if applicable, all renewals and extensions of those documents and all documents issued in substitution therefor (collectively, the "Leases").

1.2 Any active or inactive Hydrocarbons wells, salt water disposal wells, injection wells and other wells and wellbores, together with the wellheads and well equipment located on any of the Leases or Units or within any of the Areas or covered by a JOA, whether or not they are producing, suspended, shut-in, abandoned or plugged, to which Assignor has right, title and interest as of the Effective Date (collectively, the "Wells").

1.3 All physical assets located on the Areas or covered by a Contract and used or previously used for production, mechanical separation, handling, gathering, storage, treatment, sale, disposal or other operations relating to Hydrocarbons and/or the Assets (collectively, the "Facilities"), including all of the following:

(a) All buildings, structures, facilities, foundations.

(b) All platforms, gathering lines, gas lines, water lines, flowlines and production and storage facilities.

(c) All equipment, machinery, fixtures, materials and improvements.

(d) Pipeline laterals, to the extent located on any of the Leases or within any of the Areas as a lease term pipeline or serving the Assets as a gathering line under a distinct right of way.

(e) Any additional items whether located within or beyond the Assets that are identified as Facilities in Exhibit A - List of Assets.

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1.4 All substances (including petroleum, natural gas, and condensate) and every other mineral or substance for which the Leases grant the right to explore, develop or produce ("Hydrocarbons"), produced, saved and/or severed from, or allocable to the Leases, Units and Wells on and after the Effective Date.

1.5 All contracts, agreements and documents to the extent transferrable and pertaining to the Assets being sold under the Asset Sale and Purchase Agreement, including rights-of-way, easements, servitudes, surface leases, subsurface use agreements, pooling agreements, JOAs, platform and pipeline connection agreements, processing agreements, division orders, farm-in and farm-out agreements, participation, exploration and development agreements, joint development agreements, area of mutual interest agreements, disposal or injection contracts, transportation agreements, platform use and platform sharing agreements, production handling agreements, gathering agreements and other agreements of any kind or nature, if recorded or if expressly referred to in recorded documents appearing in the chain of title to the Assets and those that are unrecorded which Assignor has made available to Assignee for review during the Interim Period, including those described on Exhibit A - List of Assets but excluding Leases (collectively, the "Contracts").

1.6 All of the following records (in either hard copy or electronic form) related to or regarding the Assets that are assembled or created in the normal course of business (collectively, the "Records"):

(a) Files, records, documentation and data in possession of Assignor or any of its Affiliates that specifically relate to Assignor's ownership or rights in or describe the Assets, including any correspondence, information and reports (including petroleum engineering, reservoir engineering, non-proprietary geological, drilling, and other kinds of technical data and samples, uninterrupted well-logs, and analyses in whatever form), lease files, land files, well files, platfonn and facilities files, division order files, title opinions and abstracts, including any files which have been archived by Assignor pursuant to Assignor's published record management policies, in which case Assignor shall make commercially reasonable efforts to recover sueh files.

(b) Any non-privileged Environmental assessments or data, safety records, non­proprietary and routine govemmental filings, production reports, production logs, core materials and core sample reports and maps.

(c) The Safety and Environmental Management System ("SEMS") documents listed below for each Seller-Operated Asset covering the period prior to the Effective Date as required for retention of SEMS documents under Applicable Law through the date that Assignee and Assignor receive notice of the BOEM's approval of Assignee as the Operator of each such Seller Operated Asset. The SEMS documents comprise facility-level hazard analyses, job safety analyses, ordinary, routine maintenance records for critical equipment, documentation of management of change events, summary results of the latest mechanical integrity testing for and inspection of critical equipment, SEMS audit reports and any other similar documents as agreed by the Parties.

(d) The term "Records" does not include any of the following:

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(i) Assignor's own copy of any Records provided to Assignee.

(ii) Records previously provided to Assignee pursuant to the ST Deep PA and the Riker Farmout.

(iii) Any files, records, documentation or data that (a) Assignor may not sell, transfer, disclose or otherwise dispose of due to Applicable Law; confidentiality obligations or any other contractual obligations by which it is bound; or (b) which cannot be provided to Assignee because such transfer is prohibited by the agreement under which it was acquired.

(iv) Any corporate, financial, legal, privileged or tax records of Assignor.

(v) Operating procedures or operating manuals of Assignor and other SEMS related documents, or portions thereof, that Assignor, in its reasonable discretion, deems proprietary or confidential.

(vi) Intemal proprietary interpretative data and samples, including cores and core samples.

(vii) Engineering forecasts and evaluations, including reserve estimates and production forecasts.

(viii) Interpretations of Assignor's geologic or geophysical data of any kind.

(ix) Any documentation relating to Assignor's marketing efforts for the sale or proposed sale of the Assets, including proposals received from Third Parties and records of negotiations with and economic analyses associated therewith.

1.7 Production and Pipeline Imbalances.

1.8 Included Information Technology Equipment.

2. EXCLUSIONS AND RESERVATIONS

Specifically excepted and reserved from this Assignment are the following, hereinafter referred to as the "Excluded Assets":

2.1 The Excluded Assets listed on Exhibit B - Excluded Assets.

TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns forever, subject to the terms, conditions and reservations set forth herein, in the Leases, the Contracts, and in the Asset Sale and Purchase Agreement. Assignor does hereby bind itself to warrant and defend, all and singular, title to each Asset conveyed hereunder unto Assignee, its successors and assigns, against Assignor's own acts, and the acts of every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor, but not otherwise.

3. ASSET SALE AND PURCHASE AGREEMENT

This Assignment is made subject to the unrecorded Asset Sale and Purchase Agreement which is made a part of, and incorporated herein, by reference for all purposes. Any term used herein and not defined in

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this Assignment shall have the definition or meaning given to it in the Asset Sale and Purchase Agreement. The Asset Sale and Purchase Agreement shall be binding on and inure for the benefit of the rightful successors and permitted assigns of the Assignor and Assignee. The Asset Sale and Purchase Agreement contains certain representations, warranties, covenants and agreements between the Assignor and Assignee which shall survive the delivery of this Assignment, as provided therein.

4. SUCCESSORS AND ASSIGNS

It is the intent and effect of this Assignment that the conveyance, transfer or assignment of any Assets by Assignee or any future conveyances, transfers or assignments made by Assignee shall not in any way diminish, compromise, extinguish, or effect a release of Assignor's rights against, or obligations to, Assignee, or Assignee's rights against, or obligations to, Assignor in each case under the Asset Sale and Purchase Agreement. Assignee and Assignor shall remain responsible to the other Party for all obligations, indemnities and liabilities due to such Party under the Asset Sale and Purchase Agreement, unless and until expressly released by such other Party or as otherwise provided for under the Asset Sale and Purchase Agreement. The obligations and responsibilities of Assignee and Assignor shall run with the land and any Assets assigned, conveyed, transferred or subleased, such that except as otherwise expressly provided to the contrary in Section 24.5 of the Asset Sale and Purchase Agreement all subsequent assignees, grantees, transferees and sublessees also accept and assume the same obligations to the non-assigning Party to the extent of the interest assigned, conveyed, transferred or subleased, without the assigning Party or any subsequent assignees, grantees, transferees or sublessees being released of any of its or their obligations to the non-assigning Party. The obligations of assignee, grantee, transferee and sublessee shall include, but not be limited to, those involving decommissioning and abandonment obligations, environmental obligations, covenants, terms, conditions, indemnities, liabilities and other assumed risks as set forth in the Asset Sale and Purchase Agreement, except as otherwise expressly provided to the contrary in Section 24.5 of the Asset Sale and Purchase Agreement. Assignee has requested and authorized Assignor to contemporaneously execute and deliver to Assignee's designee and pipeline operator, Arena Offshore, LP ("AOL"), the forms BSEE-0149, Assignment of Federal OCS Pipeline Right-of-Way Grant, pertaining to Pipeline Right-of-Ways and Segment Nos. listed on Exhibit A to the Asset Sale and Purchase Agreement for AOL's execution, and Assignor has consented to do so. Such assignment and conveyance of such Rights-of-Way to AOL pursuant to the BSEE-0149 forms is expressly subject to the provisions of this paragraph and those of the Asset Sale and Purchase Agreement.

5. DISCLOSURE AND ACKNOWLEDGMENT

Assignee acknowledges that (A) the Assets being conveyed have or may have been used in connection with oil and gas exploration, drilling and producing operations, pipeline, transportation

. or gathering operations, and other related oilfield operations, including, possibly the injection, storage or disposal of produced water or waste materials incidental to or occurring in connection with such operations, (B) the Assets may contain Hazardous Materials, including naturally occurring radioactive materials, asbestos and other hazardous substances arising from or relating to these operations, (C) that physical changes in the land, groundwater or subsurface may have occurred as a result of any such uses and that, subject to the provisions of the Asset Sale and Purchase Agreement, Assignee has entered into this Assignment on the basis of Assignee's own investigation of, or right to investigate, the physical condition of the Assets, including, without limitation, the Facilities, and the surface and subsurface conditions and (D) other than those representations and warranties expressly set out in.the Asset Sale and Purchase Agreement and this Assignment, Assignor has not made, and Assignor hereby disclaims, any representation or warranty, whether express, statutory, implied, in fact, or by law, including with respect to the nature, quality, merchantability, fitness for any particular purpose or condition of any of the Assets. Pursuant and subject to the terms of the Asset Sale and Purchase Agreement, Assignee is

Page 6: ARENA - BSEE Data CenterArena Energy, LP - GOM No. 02417 Please file this document in the non-requireds' section under Category 7 - Contracts, Agreements and Conveyances and return

acquiring the Assets precisely and only in an "AS IS, WHERE IS" condition and with all faults and assumes the risk that adverse physical conditions, including, but not limited to, the presence of unknown abandoned or unproductive oil wells, gas wells, equipment, flowlines, pipelines, water wells, injection wells and sumps which may or may not have been revealed by Assignee's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Assignee as of Closing and Assignee waives any right to restitution or other diminution in the purchase price on account of redhibitory defects. As more fully provided in the Asset Sale and Purchase Agreement, Assignee has assumed and Assignor has retained certain obligations attributable to the Assets and Assignor and Assignee each have agreed to indemnify, defend, release and hold the other Party harmless with respect to such obligations as provided in the Asset Sale and Purchase Agreement. The terms and provisions of the Asset Sale and Purchase Agreement which provide for the retention of obligations by Assignor and the assumption of obligations by Assignee together with the corresponding obligations of each Party to indemnify, defend, release and hold harmless the other Party are incorporated into this Assignment, as if set forth in full herein.

6. ASSUMPTION OF OBLIGATIONS

Subject to the terms of the Asset Sale and Purchase Agreement, Assignee shall observe and comply with all covenants, terms, and provisions, express or implied, contained in the Leases and Contracts described in Exhibit A, and this Assignment is made expressly subject to all easements, permits, commingling authorizations and other contracts and agreements relating to the Assets, whether or not the same are herein specifically identified. Subject to the terms contained in the Asset Sale and Purchase Agreement, effective upon Closing, Assignee shall assume and be responsible for all obligations and liabilities of Assignor accruing under such agreements after the Effective Date and each Party agrees to execute any instrument or document reasonably required by the other Party to evidence such assumption.

7. ENTIRE AGREEMENT

This Assignment along with the Asset Sale and Purchase Agreement, the other agreements contemplated by the Asset Sale and Purchase Agreement and any Bureau of Ocean Management forms of assignment constitute the entire understanding between Assignor and Assignee with regard to the subject matter hereof, superseding all prior statements, representations, discussions, agreements and understandings.

8. CONFLICTS

In case of any conflict between the terms and provisions of the Asset Sale and Purchase Agreement and the terms and provisions of this Assignment, the terms and provisions of the Asset Sale and Purchase Agreement shall prevail. Notwithstanding the foregoing. Third Parties may rely upon this Assignment for the description of the Assets conveyed.

9. GOVERNING LAW

This Assignment is govemed by and interpreted under the laws of the State of Louisiana, without regard to its choice of law rules.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Assignment is executed by the parties hereto before the undersigned competent witnesses, as of the dates, acknowledged below, but effective the first day of September, 2016, subject to approval by the Bureau of Ocean Energy Management or any other Govemment Entity having jurisdiction.

Witnesses:

Prin^d Name: J g j e d ScOtt RlttCT

Printed Name: Steven J. Patterson

ASSIGNOR: Chevron U.S.A. Inc.

Signature:

Name: A. E. Wacker Title: Assistant Secretary

Assignor's Address: 1400 Smith Street Houston, Texas 77002

Witnesses: ASSIGNEE: Arena Energy, LP By: Arena Energy GP, LLC

Its Sole General Partner

lefChristopher A. Capsimalis Name Title:

-hristopher A. Capsimalis Business Development Manager

Assignee's Address: >̂ 4200 Research Forest Drive, Suite 500 tf^ The Woodlands, TX 77381 . ^

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STATE OF TEXAS § §

COUNTY OF HARRIS §

On this Jf'day of March, 2017, before me and the two named competent witnesses appeared A. E. Wacker, to me. Notary, personally known, who being by me duly sworn did say that she is the Assistant Secretary of Chevron U.S.A. Inc., a Pennsylvania corporation and that said instrument was signed on behalf of said corporation, by authority of its Board of Directors, and said appearer acknowledged that she executed the same as the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the date hefeinabove written.

CHARLES F HOLMES 1

NOTARY PUBLIC. STATE OF TEXAS i • MY COMMISSION EXPIRES

APRIL 6, 2018

STATE OF TEXAS

Notary Public in and for the State of Texas

COUNTY OF MONTGOMERY §

On this U day of March, 2017, before me and the two named competent witnesses appeared Christopher A. Capsimalis, to me. Notary, personally known, who being by me duly swom did say that he is the Business Development Manager of Arena Energy GP, LLC, a Delaware limited liability company and the sole general partner of Arena Energy, LP, a Delaware limited partnership, and that said instrument was signed in behalf of said limited liability company, by authority of its goveming authorization, and said appearer acknowledged that he executed the same as the free act and deed of said limited liability company.

IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the date hereinabove written.

RACHELLE TAYLOR Notary Publlc. State of Texas

V & ^ y ? / Comm. Expires 06-18-201 7 Notary ID 129461820

Notary Public in and for the State of Texas

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EXHIBIT A- LIST OF ASSETS

OLS NO. 109110; OU and Gas Lease, South Timbalier Area Block 131, dated effective January 1, 1955, from the United State of America, as Lessor to Gulf Refining Company, as Lessee, bearing Serial No. OCS 0457, covering all of Block 131, South Timbalier Area, Offshore Louisiana,

INSOFAR AND ONLY INSOFAR as said operating rights cover and affect the NORTHEAST QUARTER (NE1/4) OF THE SOUTHEAST QUARTER (SE1/4) of Block 131, South Timbalier Area, limited as to depth from the top of the C-3 Sand, which depth is 7,452 feet MD (5,994 feet TVD) to the deepest depth drilled, which depth is 8,297 feet MD (6,760 feet TVD), in Assignee's earning well, OCS-G 5660 AA6 S/T#l Well, drilled pursuant to that certain Farmout Agreement dated effective July 21, 1998, by and between Assignor and Assignee.

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EXHIBIT B - EXCLUDED ASSETS

None

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U.S. Department ofthe Interior OMB Control No.: 1010-0006 Bureau of Ocean Energy Management Expiration Date: 3/31/17

OCS 0457

Lease No.

ASSIGNMENT OF OPERATING RIGHTS INTEREST IN 1/1/1955 FEDERAL OCS OIL AND GAS LEASE Lease Effective Date

Part A: Assignment

Legal description ofthe Operating Rights being assigned: All of Block 131, South Timbalier Area, INSOFAR AND ONLY INSOFAR as said operating rights cover and affect the NE1/4SE1/4 of Block 131, South Timbalier Area, limited as to depth from the top ofthe C-3 Sand, which depth is 7,452 feet MD (5,994 feet TVD) to the deepest depth drilled, which depth is 8,297 feet MD (6,760 feet TVD), in Assignee's earning well, OCS-G 5660 AA6 S/T#l Well.

Assignor(s) does (do) hereby sell, assign, transfer, and convey unto Assignee(s) the following undivided right, title and interest (insert name and qualification number of each Assignor and Assignee below):

Assignor(s): Percentage Interest Conveyed Chevron U.S.A. Inc. (00078) 75.00000%

Assignee(s): Percentage Interest Received Arena Energy, LP (02417) 75.00000%

The approval of this assignment is restricted to operating rights only. This assignment does not affect record title interest.

V] Exhibit "A," which sets forth other provisions between Assignor(s) and Assignee(s), is attached to and made a part of this assignment

For BOEM use only

This Assignment of Operating Rights Interest has been filed as of the date stamped on this document and is hereby approved by the Bureau of Ocean Energy Management on the date shown below.

By Authorized Official for BOEM Title BOEM Approval Date

Paperwork Reduction Act of 1995 (PRA) Statement: The PRA (44 U.S.C. 3501 etseq.) requires us to inform you that we collect this information to use in the adjudication process involved in leasing and lease operations. The BOEM uses the information to track ownership of leases in the Federal OCS. Responses are required to obtain or retain a benefit. Proprietary data are covered under Section 26 of the OCSLA, 30 CFR 556.10, and in accordance with regulations in 30 CFR parts 550, 551, and 552. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number. Public reporting burden of this form is estimated to average 30 minutes per response, including the time for reviewing instructions, gathering and maintaining data, and completing and reviewing the form. Comments on the burden estimate or any other aspect of this form should be directed to the Infonnation Collection Clearance Office, Bureau of Ocean Energy Management, 45600 Woodland Road, Sterling, Virginia 20166.

BOEM-0151 (March 2014) Previous Editions are Obsolete. Page 1 of 2

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Part B - Certification and Acceptance

1. Each Assignor certifies it is the owner of the operatmg rights interest in the above-described lease that is hereby assigned to the Assignee(s) specified above.

2. DEBARMENT COMPLIANCE: Each Assignor and Assignee certifies its compliance with the Department of the Interior's nonprocurement debarment and suspension regulations at 2 CFR Subtitle B, Part 1400, and agrees to communicate the requirement to comply with these regulations to persons with whom it does business related to this operating rights interest assignment by including the terms of the regulations in its contracts and transactions.

3. EOUAL OPPORTUNITY AND AFFIRMATIVE ACTION COMPLIANCE CERTIFICATION: Each Assignor and Assignee certifies that it is in full compliance with Equal Opportunity Executive Order 11246, as amended, and the implementing regulations at 41 CFR 60-01 -Obligations of Contractors and Subcontractors; and 41 CFR 60-2 - Affirmative Action Programs.

4. QUALIFICATIONS of ASSIGNOR(S) and ASSIGNEE(S): Each Assignor and Assignee certifies that it: is established and officially recognized by the Bureau of Ocean Energy Management as qualified and authorized to bid on, acquire interests in, and hold OCS oil and gas leases; is exercising and meeting due diligence requirements on any other OCS lease in accordance with section 8 of the OCSLA, as amended (43 U.S.C. 1337(d)); is in good standing with acceptable operating performance as required by 30 CFR §§ 550 and 556; is not disqualified by BOEM from acquiring any new OCS leases or assigned interest(s) in existing leases because of unacceptable operating performance on any other OCS lease; is not failing to meet or exercise due diligence (as determined by BOEM after notice and opportunity for a hearing under 30 CFR part 590, subpart A); and is not restricted from bidding or acquiring interests in the lease or officially designated subdivision, therein, or grouped with any other entities on the restricted joint bidders list.

5. Assignee's execution ofthis assigninent constitutes acceptance of all applicable terms, conditions, stipulations and restrictions pertaining to the lease described herein. Applicable terms and conditions include, but are not limited tp, an obligation to conduct all operations on the leasehold in accordance with the terms and conditions of the lease, to condition all wells for proper abandonment, to restore the leased lands upon completion of any operations as described in the lease, and to fumish and maintain bond(s) pursuant to regulations at 30 CFR §§ 550 and 556. This assignment is subject to the Outer Continental Shelf Lands Act of August 7, 1953, 67 Stat. 462; 43 U.S.C. 1331 et seq., as amended (the "Act"), and Assignee(s) is (are) subject to, and shall fiilly comply with, all applicable regulations now or to be issued under the Act. Notwithstanding any agreement between the Assignor(s) and Assignee(s), the parties' liability to the Bureau of Ocean Energy Management is govemed by 30 CFR §§ 550 through 556. •

This Assignment of Operating Rights Interest will be made effective between the parties hereto as of September 1, 2016 ^ U p 0 n approval by the Bureau of Ocean Energy Management, United States Department of the Interior.

This instrument may be executed in any number of counterparts, each of which will be deemed an original instrument, but all of which together will constitute but one and the same instrument provided. However, this instrument and any other counterpart hereof, will not be binding unless and until executed by all of the parties, and will not be accepted by the Bureau of Ocean Energy Management unless all counterparts are filed simultaneously.

By signing this document, you certify that your statements made herein are true, complete and correct to the best of your knowledge and belief and are made in good faith.

Title 18 U.S.C. Sec. 1001 makes it a crime for any person knowingly and willfully to make to any Department or agency ofthe United States any false, fictitious or fraudulent statements or representations as to any matter within its jurisdiction.

Assignor Name: Chevron U.S.A. Inc. Assignor Qualification No.: 00078

Assignor Name: Assignor Qualification No.

By:. Signatory Name: A. E. Wacker Signatory Title: Assistant Secretary

March 8,2017

Execution Date Arena Energy, LP

Assignee Name* B y : ' a i r e n a Energy GP, LLC its sole General Partner Assignee Qualification No.: 02417

By: Signatory Name: Signatory Title:

Execution Date

Assignee Name: Assignee Qualification No.:

Signatory Name: Christopher A. Capsimalis Signatory Title: Business Development Manager

March 9, 2017

Execution Date

By:. Signatory Name: Signatory Title:

Execution Date

BOEM-0151 (March 2014) Previous Editions are Obsolete. Page 2 of 2