jpJLiil - BSEE Data Center

LLOG e x p l o r a t i o n o f f s h o r e

jpJLi i l MAY 1 9 2017

ADJUDICATION SECTION

VIA FEDERAL EXPRESS

May 18„ 2017

Bureau of Ocean Energy Management Attn: Adjudication Section 1201 Elmwood Park Boulevard New Orleans, LA 70123-2394

Re: Mississippi Canyon Block 427 OCS-G 31498

Non-Required Document Filing

Ladies and Gentlemen:

Enclosed are one (1) original and one (1) photocopiy of the following instrument:

Title of Document: Stipulation of Ownership Interests and Assignment;

Identities of Parties to the Document: LLOG Exploration Offshore, L.L.C. et al;

Leases Affected: OCS-G 31498;

Category to be Filed: 7 = Contracts, Agreements, and Conveyances

Service Fees: pay.gov receipt in the amount of $29.00 enclosed to cover this filing;

Please file one (1) copy in the referenced lease, stamp one (1) copy and retum it to my attention.

Please do not hesitate to contact me at (985) 801-4386 or [email protected] ifyou have any questions concerning this request. Thank you fbr your assistance.

Yours very truly,

LLOG Exploration OfTshore. L.L.C.

Michelle Buuck Land Assistant

Enclosures

LLOG Exploration Oflshore 1001 Ochsner Boulevard, Suite 200 Covington. Louisiana 70433 p 985 801 A300 f 985 801 4796 www.llog.com

Plaquemines Parish Recording Page

Received From : Attn: SUSAN B HOOPER LLOG EXPLORATION CO, L.L.C. 1001 OCHSNER BLVD. SUITE 200

COVINGTON, LA 70433

First VENDOR

Kim Turiich-Vaughan Clerk of Court

PO Box 40 Belle Chasse, LA 70037

(504) 297-5180

16

LLOG EXPLORATION OFFSHORE LLC

First VENDEE LLOG EXPLORATION & PRODUCTION CO LLC

Index Type: CONVEYANCE

Type of Document: STIPULATION

File Number: 2017-00001828

Book: 1379 Page : 249 Recording Pages : 35

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court's office for Plaquemines Parish, Louisiana

On (Recorded Date) : 05/11/2017

At (Recorded Time): 2:29:31 PM

Doc ID - 005009490035

CLERK OF COURT KIM TURLICH-VAUGHAN

Parish of Plaquemines I certify that this is a true copy of the attached

document that was filed for registry and Recorded 05/11/2017 at 2:29:31

Recorded in Book 1379 Page 249 File Number 2017-00001828

Deputy Clerk

Hem

Return To : Attn: SUSAN B HOOPER

Do not Detach this Recording Page from Original Document

OCS-G 31498 (MC 427)

STIPULATION OF OWNERSHIP INTERESTS AND ASSIGNMENT

UNITED STATES OF AMERICA

OUTER CONTINENTAL SHELF

OFFSHORE LOUISIANA

£ 11 If MAY 1 9 2017

ADJUDICATION SECTION

This Stipulation of Ownership Interests and Assignment (this "Agreement") is executed by and between the following parties (collectively, the "Parties", and each individually a "Party"), as of the date indicated in their respective acknowledgements, to-wit:

LLOG Exploration Offshore, L.L.C. ("LEO"), a Louisiana limited liability company, whose address is 1001 Ochsner Boulevard, Suite 200, Covington, Louisiana 70433;

LLOG Exploration & Production Company, L.L.C. ("LEP"), a Louisiana limited liability company, whose address is 1001 Ochsner Boulevard, Suite 200, Covington, Louisiana 70433;

Beacon Offshore Energy Operating LLC ("Beacon"), formerly known as Rattlesnake Production Company, L.L.C, a Delaware limited liability company, whose address is 345 Park Avenue, 43rd Floor, New York, NY 10154;

Ridgewood La Femme, LLC ("Ridgewood"), a Delaware limited liability company, whose address is 14 Philips Parkway, Montvale, New Jersey 07645;

ILX Prospect La Femme, LLC ("ILX"), a Delaware limited liability company, whose address is 712 Fifth Avenue, 36th Floor, New York, New York 10019; '

Red Willow Offshore, LLC ("Red Willow"), a Colorado limited liability company, whose address is 14933 Highway 172, P.O. Box 369, Ignacio, Colorado 81137; and

HEDV LaFemme, LLC ("HEDV"), a Texas limited liability company, whose address is Two Allen Center, 1200 Smith, Suite 2400, Houston, Texas 77002.

The Parties are sometimes collectively referred to as the "WI Owners".

-1-

OCS-G 31498 (MC 427)

1.

WHEREAS, reference is hereby made for all purposes to the following described federal offshore lease to-wit:

Oil and Gas Lease bearing serial number OCS-G 31498, effective February 1, 2008, executed by the United States of America, as Lessor, in favor of Stone Energy Corporation, as Lessee, covering all of Block 427, Mississippi Canyon, OCS Official Protraction Diagram, NH-16-10, containing approximately 5,760.00 acres, more or less, INSOFAR AND ONLY INSOFAR as to depths from the surface of the earth down to 15,000' TVDSS ("Subject Lease").

2.

WHEREAS, the WI Owners currently own, of record, 100% of the record title interest in and to the Subject Lease, as follows:

WI Owners Record Title Interest LEO 0.50000% LEP 12.37500% Beacon 37.12500% Ridgewood 14.46435% ILX 14.46435% Red Willow 16.07130% HEDV 5.00000%

100.00000%

3.

WHEREAS, the Subject Lease provides for a lessor's royalty equal to 16.66667% ("Lessor's Royalty").

4.

WHEREAS, as a result of one or more of the instruments or agreements identified on Exhibit "A" attached hereto, together with other filings of record pertaining to the Subject Lease (collectively, the "Contracts"), each of the following parties is the owner of an overriding royalty interest affecting the Subject Lease, in the percentage set forth below (collectively, the "Overriding Royalties"), to-wit:

(a) LLOG Deepwater Royalty Company, L.L.C. ("LDRC ORRI") 0.805200%

(b) Stork Holdings Corp. ("Stork ORRI") 0.414800%

(c) Stone Energy Offshore, L.L.C. ("Stone ORRI") 2.000000%

-2-

OCS-G 31498 (MC 427)

(d) TGS-NOPEC Geophysical Company ("TGS ORRI") 0.500000%

(e) Ed Zinni 2015 Family Trust ("Zinni ORRI") 0.167000%

(f) Telluride Energy, LLC ("Telluride ORRI") 0.116500%

(g) George F. Hart ("Hart ORRI") 0.025000%

(h) Henry V. Brignac, Jr. ("Brignac ORRI") 0.025000%

(0 Ishtaca, LLC ("Ishtaca ORRI") 0.166500%

(j) Meagan Neal Mosher 2015 Gift Trust ("Meagan Mosher ORRI") 0.100000%

(k) Katherine Neal Register 2015 Gift Trust ("Katherine Register ORRI") 0.100000%

0) David Patrick Neal 2015 Gift Trust ("David Neal ORRI") 0.100000%

(m) Neal 2010 Family Trust ("Neal Family Trust ORRI") 0.125000%

(n) AWA Investments, LLC ("AWA ORRI") 0.300000%

(o) Harrison 2011 Descendants' Trust ("Harrison Trust ORRI") 0.125000%

(P) CCC Investments, LLC ("CCC ORRI") 0.100000%

(q) On-Line Production, LLC ("On-Line ORRI") 0.050000%

5.220000%

5.

WHEREAS, based upon the Contracts and the mutual understanding of the Parties, it is the intent of the WI Owners that the Lessor's Royalty and the Overriding Royalties (collectively, the "Existing Burdens") be bome as follows by the WI Owners, to-wit:

(a) Lessor's Royalty and Stone ORRI will be bome by each of the WI Owners in the following proportions:

WI Owners LEO LEP Beacon Ridgewood ILX Red Willow HEDV

TOTAL

Interest 0.50000%

12.37500% 37.12500% 14.46435% 14.46435% 16.07130% 5.00000%

100.00000%

(b) LDRC ORRI will be bome as follows:

WI Owners LEO

Interest 1.00000%

LEP Beacon

TOTAL

24.75000% 74.25000%

100.00000%

OCS-G 31498 (MC 427)

(c) Stork ORRI will be bome as follows:

WI Owners LEP Beacon

TOTAL

Interest 25.00000% 75.00000%

100.00000%

(d) TGS ORill, Zinni ORRI, Telluride ORRI, Hart ORRI, Brignac ORRI, Ishtaca ORRI, Meagan Mosher ORRI, Katherine Register ORRI, David Neal ORRI, Neal Family Trust ORRI, AWA ORRI, Harrison Trust ORRI, CCC ORRI and On-Line ORRI will be bome as follows:

WI Owners Ridgewood Red Willow ILX HEDV

TOTAL

Record Title Interest 28.92870% 32.14260% 28.92870% 10.00000%

100.00000%

6.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, and in order that the public records accurately reflect the intention of the Parties as set forth herein, the Parties do hereby and by these presents stipulate and agree that their respective working interest in and to the Subject Lease ("WI") and the net revenue interest attributable to such WI in and to production attributable to the Subject Lease ("NRI"), are as set forth below and, to the extent necessary, the WI Owners do hereby and by these presents transfer, convey, assign, set over and deliver to each other such interest in the Subject Lease as may be necessary in order to vest in each of the WI Owners the interests set forth below:

WI Owners LEO LEP Beacon Ridgewood ILX

WI 0.50000%

12.37500% 37.12500% 14.46435% 14.46435%

NRI 0.398615% 9.762013%

29.286037% 11.185764% 11.185764%

-4-

OCS-G 31498 (MC 427)

Red Willow 16.07130% 12.428472% HEDV 5.00000% 3.866665%

100.00000% 78.113330%

Existing Burdens NRI Lessor's Royalty 16.66667% Zinni ORRI 0.167000% Telluride ORRI 0.116500% Hart ORRI 0.025000% Brignac ORRI 0.025000% Ishtaca ORRI 0.166500% Meagan Mosher ORRI 0.100000% Katherine Register ORRI 0.100000% David Neal ORRI 0.100000% Neal Family Trust ORRI 0.125000% AWA ORRI 0.300000% Hamson Trust ORRI 0.125000% CCC ORRI 0.100000% On-Line ORRI 0.050000% TGS ORRI 0.500000% LDRC ORRI 0.805200% Stork ORRI 0.414800% Stone ORRI 2.000000%

21.886670%

TOTAL 100.000000%

7.

As set forth in Section 5 above, all of the Existing Burdens, except the Lessor's Royalty and the Stone ORRI, will be bome by one or more of the WI Owners in a proportion other than their intended ownership interest in and to the Subject Lease. The current owners of such Existing Burdens and the ORRI Owners join in the execution of this Agreement for the limited purpose of acknowledging, ratifying and agreeing to the provisions of said Section 5 regarding the manner in which their respective overriding royalty interests in and to the Subject Lease are to be bome by the WI Owners specified in said section.

8.

Each of the WI Owners acknowledges and agrees that its respective working interest in and to the Subject Lease is subject to the Contracts, with the exception of those Contracts pertaining to one or more of the Existing Burdens to which a particular WI Owner is not subject based upon Section 5 above, and each of the WI Owners assumes its proportionate share of obligations under all such Contracts applicable to its individual working interest in the Subject Lease.

-5-

OCS-G 31498 (MC 427)

9.

This Agreement shall be binding upon the Parties hereto and upon the owners of the Overriding Royalties, and upon their respective successors and assigns. This Agreement may be executed in any number of counterparts; provided, however, neither this Agreement, nor any counterpart hereof, shall be binding or effective on any of the Parties and upon the owners of the Overriding Royalties, unless and until this Agreement, or a counterpart hereof, is executed by all of the Parties and upon the owners of the Overriding Royalties. For convenience of filing and recording in appropriate jurisdictions, the executed signature/acknowledgement page for each of the Parties and upon the owners of the Overriding Royalties can be compiled into one document for filing and recording.

[Signature pages to follow]

-6-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as ofthe date of such Party's acknowledgment, but effective for all purposes as of January 1. 2017.

WITNESSES:

Print Name: ^MCciK B , f j e o p M -

Tshore, L.L.C.

Kemberlia Ducote Secretary

Print Name: M ^ ^ X ^ ^

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF ST. TAMMANY

BEFORE ME, the undersigned authority, on this day personally appeared Kemberlia Ducote, known to me to be the person whose name is subscribed to the foregoing instrument as Secretary of LLOG Exploration Offshore, L.L.C, a Louisiana limited liability company, and she acknowledged that she executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this W day of i V k f C ^ 2017.

Notary Pub/lie - State of Louisiana

My commission is for life. Judy Reimd Notary Public - St Tammany Parish

My Commission Issued for Life Notary No. 60007

-7-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as ofthe date of such Party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITNESSES:

Print Name: Sv\sa.h B . f f r c pc^

Print Name: Mv&lrVX \J$

LLOG Exploration & Production Companjvt^Ly

By: _ Kemberlia Ducote Secretary IF

STATE OF LOUISIANA

ACKNOWLEDGEMENT


BEFORE ME. the undersigned authority, on this day personally appeared Kemberlia Ducote, known to me to be the person whose name is subscribed to the foregoing instrument as Secretary of LLOG Exploration & Production Company, L.L.C. a Louisiana limited liability company, and she acknowledged that she executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this W l day of W\o^lrO^ , 2017.

mu rth^M Notary^Publie - State of Louisiana

My commission is for life Judy Reimel Notaiy Public - St Itounany Parish

My Commission Issued for L ifs Notary No. 60007

-8-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as ofthe date of such Party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITNESSES:

Name: ^r^X A êLD

Beacon Offshore Energy Operating L L C

Marc Hensel Managing Director and Chief Financial Officer

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared Marc Hensel, known to me to be the person whose name is subscribed to the foregoing instrument as Managing Director and Chief Financial Officer of Beacon Offshore Energy Operating LLC, a Delaware limited liability company, and he acknowledged that he executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this

SARAE STEED Notary ID # 128487234 My Commission Expires

January 7, 2019

_,2017. day of ttiatAAjy-lA-A

Notary Public - State of Texas

Notary Name:

My Commission expires on: ^QMJMWU^ jf^pOl0!

-9-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as of the date of such Party's acknowledgment, but effective for all purposes as of

WITNESSES: Ridgewood La Femme, L L C

Print ffame: Fritz L. Spencer, III

Print Name: Ann Hebert

W. Greg Taj br Executive Vice President

STATE OF TEXAS

ACKNOWLEDGEMENT

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared W. Greg Tabor, known to me to be the person whose name is subscribed to the foregoing instrument as Executive Vice President of Ridgewood La Femme, LLC, a Delaware limited liability company, and he acknowledged that he executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this d l l d a y of P^JOTO 2017.

LEAH BRAMLETT ff-''U±y*\NOTARY PUBLIC-STATE OF TEXAS

COMM. EXR 03-05-2019 ''''%j*lP? NOTARY ID 12672361-1


Notary Name: Leah Bramlett

My Commission expires on: 3/5/2019

-10-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as of the date of such Party's acknowledgment, but effective for all purposes as of

WITNESSES;

Print Name: Anirctte Ta Print Name: Anirctte Tafallo

ILX Prospect La Femme, L L C

By:

Print Name: Ann Hebert

itz L. Spehcer, III Fritz L. Spe1

Director

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared Fritz L. Spencer, III, known to me to be the person whose name is subscribed to the foregoing instrument as Director of ILX Prospect La Femme, LLC, a Delaware limited liability company, and he acknowledged that he executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this^Zl^day of j^blJJQî-L, 2017.

j<5?'f«& L E A H BRAMLETT ffs'ÂytyNOTARY PUBLIC-STATE OF TEXAS VV-.7>v?/ COMM. EXR 03-05-2019 X i j * ^ NOTARY ID 126723810


Notary Name: Leah Bramlett

My Commission expires on: 3/5/2019

-11-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as of the date of such Party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITN

Print Name: Rex Richardson

Red Willow Offshore, L L C

By: ^CÛ^X/^ f Richard L. Smith tytf^ Executive Vice President - Offshore

Print Name: Dan Greaser

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared Richard L. Smith, known to me to be the person whose name is subscribed to the foregoing instrument as Executive Vice President - Offshore of Red Willow Offshore, LLC, a Colorado limited liability company, and he acknowledged that he executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this

AbHLt v W LAPEROUSE Notdty 10 # 13088b247 My Commission Expires

November 1, 2020

2017.

Notary Name: j k b l j A /LU^SlSd

My Commission expires on: Hj l j oib&O

-12-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the Party identified below as of the date of such Party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITNESSES: HEDV LaF

Print Name: Allen Wilhite P. ETavid Amend Sr. Executive Vice President

Print Name: Brae Whitehead

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared P. David Amend, known to me to be the person whose name is subscribed to the foregoing instrument as Sr. Executive Vice President of HEDV LaFemme, LLC, a Texas limited liability company, and he acknowledged that he executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this 22n(i'day of Februs

\AL.

2017.

SUE A ALFORD NOTARY PUBLIC-STATE OF TEXAS

COMM. EXP. 05-24-2018 NOTARY ID 12422603-3

Notary Public - State^6f Texa s

Notary Name: Sue K. Alford

My Commission expires on: 5-24-2018

-13-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the party identified below as of the date of such party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITNESSES:

Print Name: A " ^ ^ ^ f l ^ e j

LLOG Deepwater Royalty Company, L.L.C.

OJLA Print Name: ^ ^ a K B . k Kem Ducote

Secretary

ACKNOWLEDGEMENT

STATE OF LOUISIANA


BEFORE ME, the undersigned authority, on this day personally appeared Kem Ducote. known to me to be the person whose name is subscribed to the foregoing instrument as Secretary of LLOG Deepwater Royalty Company, L.L.C, a Delaware limited liability company, and she acknowledged that she executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this 3 ^ day of I V U r c ^ 2017.

My commission is for life. ) t i$ Public - State o f f Not

Judy ReimeJ Notary Public - St Tammany Pariah

My Commission Issued for L ife Notary No. 60007

Louisiana

-14-

OCS-G 31498 (MC 427)


WITNESSES:

Print Name: A l e x a n d r a "veibq

Stork Holding/CoiW

Name: Chhstopê*'' PlClCCdC

Title: Treasurer

BAnf^Jahjejej^-Ô.^'-' -s^fiZtt

ACKNOWLEDGEMENT

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned authority, on this day personally appeared CJ^ iS.toplr\gy PlQccQ , known to me to be the person whose name is subscribed to the foregoing instrument as TVCQ SUT^r of Stork Holdings Corp., a Delaware corporation, and he acknowledged that he executed the same for and on behalf of said corporation, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN, under my hand and seal of office this (5 day of . 2017.

Notary Pufclic^ State o^New York

Notary Name:

My Commission expires on: 3.251

JENNIFER DHANARA! Notary Public, Slate of Naw Yortc

No. 01RA6330816 Qualified In Queens County

Commission Expires 9/28/2019

-15-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the party identified below as of the date of such party's acknowledgment, but effective for all purposes as of

WITNESSES:

Pnnt Name: J y , ^ r.

Stone Energy Offshore, L .L .C. By: Stone Energy Corporation, its sole member

Michael D. Deville Director of Land ^

Print Name: ^f; l^jp&f**^

STATE OF LOUISIANA

ACKNOWLEDGEMENT

PARISH OF LAFAYETTE

BEFORE ME, the undersigned Notary Public, on this day personally came and appeared Michael D. Deville, known to me to be the person whose name is subscribed to the foregoing instrument as Director of Land of Stone Energy Corporation, a Delaware corporation, being the sole member of Stone Energy Offshore, L.L.C, a Delaware limited liability company, as the free act and deed of said limited liability company for the purpose and consideration therein expressed.

GIVEN, under my hand and seal of office this day of ,2017.

Notary Public - State of Louisiana

Notary Name: \Se

My Commission expires on:

MELISSA MENARD HULIN NOTARY PUBLIC NO. 3 4 5 4 1

STATE OF LOUISIANA PARISH OF LAFAYETTE

MY COMMlSSiON IS FCR LIFE

-16-

OCS-G 31498 (MC 427)


WITNESSES: TGS-NOPEC Ge/physicalTCoinpany

Print Name:

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the

""pvrech^r c-f- s^k^ , of TGS-NOPEC foregoing instruments Geophysical Company, a Delaware company, andshe acknowledged thatîe executed the same for and on behalf of said company, for the purposes and consideration therein expressed, and in the capacity therein stated.

ANESSA LWHIUEY

%9W ^smB^mli

, 2017.

Notary

Notary Name

My Commission expires on:

-17-

OCS-G 31498 (MC 427)


WITNESSES:

Pni^me: l-j-g^ Ûlf

PrinfRame: jîfA.^-. ( tm*

PrintJ^rfie: l~\ejcH\ Sw-l

Print Name: ^ ^ A f J

Ed Zinni 2015 Family Trust Edward V. Zinni and Daniel R. Zinni, Trustees

Edward V. Zinni, Trus

rustee

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

§ § §

BEFORE ME, the undersigned authority, on this day personally appeared Edward V. Zinni as Trustee of the Ed Zinni 2015 Family Trust, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. ^

' BU'LIV UBWir my riiipd and seal of office this <^3 dav of hj?\r^ SUE A ALFORD

/ • • • • -A r >\NOTARY PUBLIC-STATE OF TEXAS

V ^ y ? / C O M M EXP 05-24-2018 NOTARY ID 12422603-3

STATE OF TEXAS

COUNTY OF HARRIS

§ § §

,2017.

Notary Public - State fif Texa;

BEFORE ME, the undersigned authority, on this day personally appeared Daniel R. Zinni, Trustee of the Ed Zinni 2015 Family Trust, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. ^

GIVEN under my hand and seal of office this tfh? day of 1*1,2017.

SUEA. ALFORD NOTARY PUBUC-STATt OF TEXAS

COMM. EXP. 05-24-2018 NOTARY 10 12422603-3

Notary Public - State otff exas

-18-

OCS-G 31498 (MC 427)


WITNESSES: Telluride Energy, LLC

E l . ^ i h A r . l L ^ e U l f Name- 3 ^ . ,

"GtZSE—D Title: :3**e* 1 ttt* Print Name:

Print NameP

ft*

ACKNOWLEDGEMENT

STATE OF TEXAS § §

COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared James R. Hart, Managing Member of Telluride Energy, LLC, a Texas limited liability company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated,

GIVEN under my hand and seal of office this ^ djtyof l ^ l f U M V . 2017.

'"••mi"'

SUE A. ALFORD NOTARY PUBLIC-STATE OF TEXAS

COMM EXP 05-24-2018 NOTARY ID 12422603-3

Notary Public - State/of T

-19-

OCS-G 31498 (MC 427)


WITNESSES: George F. Hart

Print Name: ( L J J - ~

Print Name:

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

§ § §

BEFORE ME, the undersigned authority, on this day personally appeared George F. Hart, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this ^2017.

SUEA. ALFORD NOTARY PUBLIC-STATE OF TEXAS

COMM. EXP. 05-24-2018 NOTARY 10 12422603-3 Notary Public - State

-20-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the party identified bglpw as of the date of such party's acknowledgment, but effective for all purposes as of

WITNESSES: Henry V. Brignac, Jr.

Print Name:

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

§ § §

BEFORE ME, the undersigned authority, on this day personally appeared Henry V. Brignac, Jr., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this J?£^day of H ^ j j j j ^ b 2017.

LA SUEA. ALFORD [ NOTARY PUBLIC-STArE OF TEXAS I

f COMM EXP 05-24-2018 ' " m l l t > , , NOTARY ID 12422603-3 1 Notary Public - atate of Texas

-21-

OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the party identified below as ofthe date of such party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITNESSES: Ishtaca, L L C

Print Name:

Print Name:

fitle: Managing Member

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS § §

BEFORE ME, the undersigned authority, on this day personally appeared Paul K. Wieg, Managing Member of Ishtaca, LLC, a Texas limited liability company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this / day of /^7/UÂ,2017.

K " > ' . SUEA ALFORD NOTARY PUBLIC-STATE OF TEXAS

COMM EXP 05-24-2018 NOTARY ID 12422603-3 m

Notary Public - State of

-22-

OCS-G 31498 (MC 427)


WITNESSES: Meagan Neal Mosher 2015 Gift Trust

Print Name: h C T ^ B f T C l l

Print Name: / l^^^+f ,^ fMOOrd-

Meaga^Nea Neal Mosher, Trustee

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS § §

BEFORE ME, the undersigned authority, on this day personally appeared Meagan Neal Mosher, Trustee ofthe MEAGAN NEAL MOSHER 2015 GIFT TRUST, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed, and in the capacity therein

GIVEN under my hand and seal of office this day of / T 0A.U\ , 2017.

9 STACEY GUYNES N o , a ' v P u t > l i c ' s 1 o , e ^ r e , ( C ' s

comm. Expires 08-29-201 7 ? $ t r W N o , a | V I D 4332047

9 STACEY GUYNES N o , a ' v P u t > l i c ' s 1 o , e ^ r e , ( C ' s

comm. Expires 08-29-201 7 ? $ t r W N o , a | V I D 4332047

Notai 7 Public1'- State ofOfexas

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OCS-G 31498 (MC 427)


WITNESSES:

Print Name: H iryeT f^til

Print Name: /V^H-ta^ /^Y\f\ fAOOYt

Katherine Neal Register 2015 Gift Trust

nne Neal Register, Trusted Katherine

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared Katherine Neal Register, Trustee ofthe KATHERINE NEAL REGISTER 2015 GIFT TRUST, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed, and in the capacity therein

GIVEN under my hand and seal of office this day of 2017.

/ S Z Z S STACEY GUYNES f f f Q ^ \ Notofy Public. Stole of Texas

comm. Expires 08-29-201 7 NolOfylD 4332047

ublio* State ofTexas

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OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the party identified below as ofthe date of such party's acknowledgment, but effective for all purposes as of January I , 2017.

WITNESSES: David Patrick Neal 2015 Gift Trust

David Patrick Neal, Trustee Print Name: Wax\ hfZT CfCi {

PrintName: fWay^C fviDOrt-

ACKNOWLEDGEMENT


COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared David Patrick Neal, Trustee ofthe DAVID PATRICK NEAL 2015 GIFT TRUST, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein

GIVEN under my hand and seal of office this

''/,f O f K *

SIACEY GUYNES Notofy Public. State of Texas Comm Expires 08-29-20I 7

Nolory ID 4332047 Notary Public'- State o

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OCS-G 31498 (MC 427)


WITNESSES: Neal 2010 Family Trust under Agreement dated 09/29/10

Katherine Elizabeth Neal, Trustee

Print Name: H m ^ U ^ T ^ OTCll

Print Name: ft^*^* / ^ ^ / V U > ^

ACKNOWLEDGEMENT


COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared Katherine Elizabeth Neal Trustee ofthe Neal 2010 Family Trust under agreement dated 09/29/10, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed, and in the capacity therein

GIVEN under my hand and seal of office this fet day of j ^ U ^ , 2017.

/ J g r & k STACEY GUYNES jfr.-^jff iht Nota'v Public, State ot Texas W ' - ^ s i w C o m m ExPfes 08-29-201 7

Notaiy ID 4332047 •iafaxy Public' - State oPTexas

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OCS-G 31498 (MC 427)


WITNESSES:

Print Name: H C M UdT Ti? W (I

PrintName: f v ^ l H W l ^ A m MoOVt

AWA Investments, LLC

By: Frank W. Harrison, III Managing Member

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared Frank W. Harrison, I I I , Managing Member of AWA Investments, LLC, a Texas limited liability company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this 93 davofRkyUiU^2017.

STACEV GUYNES W O S S S No'a'V PubHC, Slate at Texas U C W / j f l Comm. Expites 08-29-20I 7 % y ' o f * y Notarv ID 4332047 Notary Public - State of Texas

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OCS-G 31498 (MC 427)


WITNESSES:

UA u liU I

Harrison 2011 Descendants' Trust under Agreement dated 01/26/11

Frank William Harrison, IV, Trustee

Print Name: ^ ^ K e T T ^ N T ((

PrintName: ( v i A H V ^ A W A V A D O V C

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared Frank William Harrison, IV, Trustee of the Harrison 2011 Descendants' Trust under Agreement dated 1/26/11, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein.

GIVEN under my hand and seal of office this 3 day of ido]QiM^2017.

STACEY GUYNES , Notary Public. State ot Texas

' ' l l l l l l l

Comm. Expires 08-29-201 7 ' ' l l l l l l l Notary ID 4332047 Notary Public - State of Texas

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OCS-G 31498 (MC 427)


WITNESSES:

PrinLName: Allen Wilhite


CCC Investmeni^LLC

P. David Amend Managing Member

ACKNOWLEDGEMENT

STATE OF TEXAS

COUNTY OF HARRIS

§ § §

BEFORE ME, the undersigned authority, on this day personally appeared P. David Amend, known to me to be the person whose name is subscribed to the foregoing instrument as Managing Member of CCC Investments, LLC and acknowledged to me that he executed the same for and on behalf of said limited liability company, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this 22 n d day of February, 2017

igSiflS&k SUE A. ALFORD r / - ^ L : % \ NOTARY PUBLIC-STATE Of TEXAS

COMM EXP 05-24-2018 NOTARV ID 12422603-3

Notary Public -

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OCS-G 31498 (MC 427)

IN WITNESS WHEREOF, this Agreement is executed by the party identified beiow as ofthe date of such party's acknowledgment, but effective for all purposes as of January 1, 2017.

WITNESSES:


On-Line Production, L L C

Print Name: P. David Amend Wilhite

Managing Member

ACKNOWLEDGEMENT


COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared Allen Wilhite, Managing Member of On-Line Production, LLC, a Texas limited liability company, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN under my hand and seal of office this 22nd day of February, 2017

SUE A. ALFORD 7 ^ = ; I N O T W ' V ^BLIC-STATE OF TEXAS

S S & P ^ M EXR 05-24-2016

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OCS-G 31498 (MC 427)

EXHIBIT "A" to Stipulation of Ownership Interests and Assignment

(1) Oil and Gas Lease bearing serial number OCS-G 31498, effective February 1, 2008, executed by the United States of America, as Lessor, in favor of Stone Energy Corporation, as Lessee, covering all of Block 427, Mississippi Canyon, OCS Official Protraction Diagram, NH-16-10, containing approximately 5,760.00 acres, more or less. ("Subject Lease").

(2) Assignment of Record Title Interest in Federal OCS Oil and Gas Leases, filed with the BOEM on April 7, 2011, approved by the BOEM on April 12, 2011, effective as of January 1, 2011, Stone Energy Corporation conveyed to Stone Energy Offshore, L.L.C. ("Stone") all of its 100% record title interest in and to the Lease ("Assignment No. 1"). A corresponding Assignment and Bill of Sale was filed in the BOEM non-required files for the Lease on August 11, 2011, and recorded on January 26, 2011, in COB 1240, Page 234, under File No. 2011-00000419, Plaquemines Parish, Louisiana.

(3) Assignment of Record Title Interest in Federal OCS Oil and Gas Lease, filed with the BOEM on November 24, 2014, approved by the BOEM on November 26, 2014, effective as ofNovember 1, 2014, Stone conveyed to LLOG Bluewater Holdings, L.L.C. ("LBH") (99%) and LLOG Exploration Offshore, L.L.C. ("LEO") (1%) all of its 100% record title interest in and to the Lease, in the respective percentages set forth after each name ("Assignment No. 2"). A corresponding Assignment of Record Title Interest was recorded on December 15, 2014, in COB 1331, Page 316, under File No. 2014-00005081, Plaquemines Parish, Louisiana.

(4) Assignment of Overriding Royalty Interest in Oil and Gas Lease, filed in the BOEM non-required files for the Lease on January 8, 2015, effective November 1, 2014, LBH and LEO conveyed to Stone an overriding royalty interest equal to 2% of 8/8 in and to the Lease as to depths from the surface of the earth to 15,000' SSTVD ("Assignment No. 4"). Assignment No. 4 was recorded on January 12, 2015, in COB 1333, Page 706, under File No. 2015-00000095, Plaquemines Parish, Louisiana.

(5) Assignment of Operating Rights Interest in Federal OCS Oil and Gas Lease, filed with the BOEM on April 30, 2015, approved by the BOEM on August 24, 2015, effective as ofNovember 1, 2014, LEO (1.0%) and LBH (99.0%) conveyed to Stone a 100% operating rights interest in and to the Lease, insofar as the Lease covers depths from 15,000' TVDSS down to and including 99,999' TVDSS ("Assignment No. 5"). A corresponding Assignment of Operating Rights Interest was recorded on January 30, 2015, in COB 1335, Page 193, under File No. 2015-00000356, Plaquemines Parish, Louisiana.

(6) Assignment of Overriding Royalty Interest, filed in the BOEM non-required files for the Lease on September 18, 2015, effective November 1, 2014, LEO and LBH conveyed to LLOG Deepwater Royalty Company, L.L.C. ("LDRC") an overriding royalty interest equal to 0.8052% in and to the Lease as to depths from the surface of the earth down to

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OCS-G 31498 (MC 427)

15,000' TVDSS, to be bome in the proportions of LEO, 1%, and LBH, 99% ("Assignment No. 6"). Assignment No. 6 was recorded on September 1, 2015, in COB 1347, Page 25, under File No. 2015-00003434, Plaquemines Parish, Louisiana.

(7) Assignment of Record Title Interest in Federal OCS Oil and Gas Lease, filed with the BOEM on September 4, 2015, approved by the BOEM on September 17, 2015, effective as ofNovember 1, 2014, LEO (0.5%) and LBH (49.5%) conveyed to Houston Energy, L.P. (14.2860%), Red Willow Offshore, LLC (17.8570%), Ridgewood Institutional II Prospective Leases, LLC (8.9285%), and ILX Prospective Leases II , LLC (8.9285%) an undivided 50% record title interest in and to the Lease, in the respective percentages set forth after each name ("Assignment No. 7"). A corresponding Assignment of Record Title Interest was recorded on September 23, 2015, in COB 1347, Page 682, under File No. 2015-00003654, Plaquemines Parish, Louisiana.

(8) Assignment of Overriding Royalty Interest, filed in the BOEM non-required files for the Lease on January 21, 2016, effective November 1, 2014, LBH conveyed to Stork Holdings Corp. ("Stork") an overriding royalty interest equal to 0.414800% in and to the Lease as to depths from the surface of the earth down to 15,000' TVDSS ("Assignment No. 8"). Assignment No. 8 was recorded on January 15, 2016, in COB 1352, Page 802, under File No. 2016-00000180, Plaquemines Parish, Louisiana.

(9) Assignment of Record Title Interest in Federal OCS Oil and Gas Lease, filed with the BOEM on March 3, 2016, approved by the BOEM on March 10, 2016, effective as of November 1, 2014, Ridgewood Institutional II Prospective Leases, LLC (16.07150%), and ILX Prospective Leases II , LLC (16.07150%) conveyed to Ridgewood La Femme, LLC (16.07150%) and ILX Prospect La Femme, LLC (16.07150%) an undivided 32.143% record title interest in and to the Lease, in the respective percentages set forth after each name ("Assignment No. 9"). A corresponding Assignment of Oil and Gas Lease was recorded on May 24, 2016, in COB 1359, Page 221, under File No. 2016-00002025, Plaquemines Parish, Louisiana.

(10) Assignment of Overriding Royalty and Carried Working Interest in Oil and Gas Lease, filed in the BOEM non-required files for the Lease on October 29, 2015, effective as of November 2, 2014, Houston Energy, L.P., et al conveyed a three percent of eight-eighths (3% of 8/8ths) proportionately reduced overriding royalty interest in and to the Subject Lease and acknowledged that HE&D Offshore, L.P. would be assigned a ten percent of eight-eighths (10% of 8/8ths) proportionately reduced working interest in and to the Subject Lease at the conclusion of Exploratory Operations for the Initial Exploratory Well on the Subject Lease ("Assignment No. 10"). Assignment No. 10 was recorded on October 29, 2015, in COB 1349, Page 576, under File No. 2015-00004180, Plaquemines Parish, Louisiana.

(11) Assignment of Overriding Royalty Interest in Oil and Gas Leases, filed in the BOEM non-required files for the Lease on November 14, 2015, effective as ofNovember 2, 2014, HE&D Offshore, L.P. conveyed a three percent of eight-eighths (3% of 8/8ths) overriding royalty interest in and to the Subject Lease to SEND PARTNERS, LLC, et al

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OCS-G 31498 (MC 427)

("Assignment No. 11"). Assignment No. 11 was recorded on November 4, 2015, in COB 1349, Page 773, under File No. 2015-00004256, Plaquemines Parish, Louisiana.

(12) Assignment of Record Title Interest in Federal OCS Oil and Gas Lease, filed with the BOEM on October 29, 2015, approved by the BOEM on November 5, 2015, effective as of July 27, 2015, Houston Energy, L.P. (14.28600%) conveyed to Ridgewood Institutional I I Prospective Leases, LLC (7.14300%), and ILX Prospective Leases II , LLC (7.14300%) an undivided 14.28600% record title interest in and to the Lease, in the respective percentages set forth after each name ("Assignment No. 12"). A corresponding Assignment of Oil and Gas Lease was recorded on October 29, 2015, in COB 1349, Page 569, under File No. 2015-00004179, Plaquemines Parish, Louisiana.

(13) Assignment of Overriding Royalty Interest in Oil and Gas Lease, filed in the BOEM non-required files for the Lease on November 5, 2015, effective as of October 20, 2015, DKM Interests, LLC conveyed an eighty five hundredths of one percent (0.85%)) overriding royalty interest in and to the Subject Lease to Meagan Neal Mosher 2015 Gift Trust, et al ("Assignment No. 13"). Assignment No. 13 was recorded on November 4, 2015, in COB 1349, Page 788, under File No. 2015-00004258, Plaquemines Parish, Louisiana.

(14) Assignment of Overriding Royalty Interest in Oil and Gas Lease, filed in the BOEM non-required files for the Lease on November 5, 2015, effective as of October 20, 2015, AWA Investments, LLC conveyed an eighty five hundredths of one percent (0.85%) overriding royalty interest in and to the Subject Lease to Harrison 2011 Descendants' Trust, et al ("Assignment No. 14"). Assignment No. 14 was recorded on November 4, 2015, in COB 1349, Page 782, under File No. 2015-00004257, Plaquemines Parish, Louisiana.

(15) Correction of Assignment of Overriding Royalty Interest in Oil and Gas Lease, filed in the BOEM non-required files for the Lease on March 7, 2016, effective as of December 1, 2015, HE&D Offshore, L.P., et al corrected and affirmed ownership of the three percent (3%) overriding royalty interest in and to the Subject Lease ("Assignment No. 15"). Assignment No. 15 was recorded on March 15, 2016, in COB 1355, Page 442, under File No. 2016-00000970, Plaquemines Parish, Louisiana.

(16) Assignment of Record Title Interest in Federal OCS Oil and Gas Lease, filed with the BOEM on August 12, 2016, approved by the BOEM on September 9, 2016, effective as of January 30, 2016, Red Willow Offshore, LLC (1.78570%), Ridgewood La Femme, LLC (1.60715%) and ILX Prospect La Femme, LLC (1.60715%) conveyed to HEDV LaFemme, LLC (5.00000%) an undivided 5.00000% record title interest in and to the Lease, in the respective percentages set forth after each name ("Assignment No. 16"). A corresponding Assignment of Oil and Gas Lease was recorded on August 19, 2016, in COB 1364, Page 103, under File No. 2016-00003438, Plaquemines Parish, Louisiana.

(17) Assignment of Record Title Interest filed with the BOEM on May 26, 2016 and approved by the BOEM on July 13, 2016, wherein LLOG Bluewater Holdings, L.L.C. assigned an undivided 12.375% of 8/8ths record title interest in and to the Subject Lease to LLOG

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OCS-G 31498 (MC 427)

Exploration & Production Company, L.L.C. and an undivided 37.125% of 8/8ths record title interest in and to the Subject Lease to Rattlesnake Production Company, L.L.C. effective April 28, 2016. A corresponding Conveyance, Assignment and Bill of Sale was recorded in the Conveyance Records of Plaquemines Parish, Louisiana in Book 1359, Page 332, Entry No. 2016-00002054 as to Rattlesnake Production Company, L.L.C. and Conveyance, Assignment and Bill of Sale was recorded in the Conveyance Records of Plaquemines Parish, Louisiana in Book 1359, Page 366, Entry No. 2016-00002055 as to LLOG Exploration & Production Company, L.L.C. ("Assignment No. 17").

(18) Change of Name filed with the BOEM on October 20, 2016, recognized by the BOEM on January 25, 2017, effective September 19, 2016, wherein Rattlesnake Production Company, L.L.C. changed its name to Beacon Offshore Energy Operating LLC.

(19) Houston Energy, L.P., et al's obligation to convey a 1% of 8/8ths ORRI (proportionately reduced) to TGS-NOPEC Geophysical Company ("Assignment No. 20"). Assignment No. 20 was recorded on , in COB , Page , under File No.

, Plaquemines Parish, Louisiana.

(20) Amended and Restated Program Agreement, as amended, by and between Houston Energy, L.P., Red Willow Offshore, LLC and Ridgewood Energy Corporation dated effective October 1, 2009.

(21) Operating Agreement dated effective November 1, 2014, by and among LLOG Exploration Offshore, L.L.C, as Operator and LLOG Bluewater Holdings, L.L.C, et al, as Non-operators, as ratified and amended.

(22) Memorandum of Operating Agreement and Financing Statement, dated effective November 1, 2014, by and between LLOG Exploration Offshore, L.L.C, et al, filed in the non-required records of the BOEM on October 26, 2015 and recorded in the Conveyance Records of Plaquemines Parish, Louisiana in Book 1348, Page 814, File No. 2015-00004000, in the Mortgage Records of Plaquemines Parish, Louisiana in Book 672, Page 708, File No. 2015-00004000, and in the Uniform Commercial Code Records of Plaquemines Parish, Louisiana in Book 3815, Page 1785, File No. 2015-00004001 on October 16, 2015, as amended.

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