haynesboone - BSEE Data Center

haynesboone June 25, 2018

Via Federal Express

Gulf of Mexico Region & Atlantic Activities

ATTN: BOEM

1201 Elmwood Park Blvd.

New Orleans, LA 70123-2394

[34746.30]

RE: Category 1; Mortgage, Deed of Trust, Security Agreement

To Whom it May Concern:

Enclosed please find a copy ofthe fo!lo>».':pg:

1. Act of Mortgage, Assignment of Production, Security Agreement, Fixture Filing and Financing

Statement from Arena Gulf Holdings, L.P., Mortgagor to First Tennessee Bank National

Association, as administrative agent, as Mortgagee

An additional second copy to be date stamped and returned to the address below. Payment has been

made per the enclosed receipt. Originals were filed in the following Louisiana Parish Clerks of Court

offices: Cameron, Iberia, Jefferson, Lafourche, St. Mary, Plaquemines, Terrebonne, Vermilion

The Oil and Gas Leases affected are:

00332

00456

00457

00459

00461

r

00578

00796

00804

00980

00981

00982

00983

00989

01106

01240

01241

01248

01260

01572

01899

01960

02318

02613

02624

02625

02705

02914

02955

03197

03331

03336

03782

04452

05052

08387

08615

09637

10638

10741

12019

12020

12088

12802

13281

13510

13928

13964

18835 31369 34360

21592 33128 34373

23969 33607 34823

24766 33608 34840

24767 33636 34848

24878 34033 35175

24883 34241 35217

24910 34254 35218

26001 34259 35221

26141 34261 35495

26144 34262 35583

26979 34291 35584

27851 34308 35593 Haynes and Boone, UP

Attorneys and Counselors 1221 McKinney Street, Suite 2100

Houston, Texas 770102007 Phone: 713.547.2000

Fax: 713.547.2600 www. haynesboone. com

haynestooTie 00805 02111 05498 14342 28342 34309

00806 02112 05505 14518 28343 34310

00807 02115 05660 14535 28344 34312

00808 02116 05685 16033 28345 34313

00977 02118 06766 16361 29300 34331

00979 02218 07736 18292 29305 34350

35785 " Si 111

If for any reason you are unable to file the document, please call Ashleigh Gibbs at 713-547-2109 and

we will make any necessary corrections.

After fil ing please return the date stamped copy in the enclosed self-addressed, pre-stamped

envelope. Thank you in advance for your assistance!

Very truly yours,

Ashleigh Gibbs - (713) 547-2109

Professional Landman

ashleigh.gibbs(5)havnesboone.com

Enclosures

Haynes and Boone, LLP Attomeys and Counselors

1221 McKinney Street, Suite 2100 Houston, Texas 770102007

Phone: 713.547.2000 Fax: 713.547.2600

www. haynesboone. com

Cameron, Iberia, Jefferson, Lafourche, Plaquemines, St. Mary, Terrebonne and Vermilion Parishes, Louisiana

ACT OF MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT

FROM

ARENA GULF HOLDINGS, L.P.,

as Mortgagor

(Last Four Digits of Taxpayer Identification No.: 0535)

TO

FIRST TENNESSEE BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, as Mortgagee

Effective as of June 8,2018

WHEN RECORDED RETURN TO: HAYNES AND BOONE, LLP 1221 McKinney Street, Ste. 2100 Houston, Texas 77010 Attn: Randy Browne

4845-7044-4135 v.6

Cameron, Iberia, Jefferson, Lafourche, Plaquemines, St. Mary, Terrebonne and Vermilion Parishes, Louisiana

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD

ACT OF MORTGAGE. ASSIGNMENT OF PRODUCTION. SECURITY AGREEMENT. FIXTURE FILING AND FINANCING STATEMENT

BE IT KNOWN, that on the date set forth below, but effective for all purposes as of June 8, 2018, before me, the undersigned Notary Public, duly commissioned and qualified, personally appeared: ARENA GULF HOLDINGS, L.P., a Delaware limited partnership whose federal taxpayer identification number ends in the following four digits 0535, and whose address is 274 Riverside Avenue, 3rd Floor; Westport, Connecticut 06880; Attention: Jeffrey B. Scofield ^'Mortgagor") appearing herein through the undersigned officer, duly authorized pursuant to resolutions of its General Partner, a certified copy of which is attached hereto, who declared that Mortgagor executes this ACT OF MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage") in favor of FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the benefit of the Secured Parties, whose address for notice is 3009 Post Oak Blvd, Ste. #1210, Houston, Texas 77056 (in such capacity as Administrative Agent, "Mortgagee") on the terms and conditions set forth below.

WITNESSETH:

R E C I T A L S :

A. This Mortgage is executed in connection with, and pursuant to the terms of the Credit Agreement dated as of June 8, 2018 (as renewed, extended, amended, supplemented and/or restated from time-to-time, the "Credit Agreement^) among Mortgagor, as borrower, the lenders party thereto from time to time (the "Lenders"), and Mortgagee, as Administrative Agent.

B. Mortgagor may from time-to-time enter into, or has previously entered into, one or more Hedge Agreements (as defined in the Credit Agreement) with Approved Hedge Providers (as defined in the Credit Agreement).

THEREFORE, in order to comply with the terms and conditions of the Credit Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows (all capitalized terms herein not otherwise defined are defined in the Credit Agreement and incorporated herein by reference):

ARTICLE I

Grant of Lien and Indebtedness Secured

Section 1.01 Grant of Lien. To secure payment of the Indebtedness (as hereinafter defined) and the performance of the covenants and obligations herein contained and in consideration of the debts hereinafter mentioned, the receipt and sufficiency of all of which is hereby acknowledged, Mortgagor does by these presents hereby specially MORTGAGE, AFFECT, PLEDGE AND HYPOTHECATE and GRANT A SECURITY INTEREST unto and in favor of the Mortgagee and its successors and assigns, for the benefit of the Secured Parties, all of Mortgagor's rights, titles, and interests and estates, in and to the following described real (immovable) and personal (movable) property, rights, titles, interests and

4845-7044-4135 v.6

estates whether now owned or hereafter acquired (which are hereinafter collectively called the "Mortgaged Property"'):

(a) the oil and gas leases and/or the oil, gas and mineral leases (the "Oil and Gas Leases"), mineral servitudes, overriding royalties, royalties, executive rights, and other mineral rights (the "Mineral Rights"), together with operating rights, forced pooling orders and farmout agreements and other contractual or other rights relating to oil, gas and mineral rights, in each case, described on, or described in the instruments described on, or related to those described on or described in the instruments described on Exhibit A that is attached hereto and made a part hereof for all purposes, or that are otherwise mentioned or referred to therein (the Oil and Gas Leases and Mineral Rights and such associated rights are collectively referred to herein as the "Leases");

(b) (i) the properties now or hereafter pooled or unitized with the Leases; (ii) all presently existing or future unitization, communitization and pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rales or other official acts of any Federal, State or other governmental body or agency having jurisdiction) that may affect all or any portion of the Leases including, without limitation, those units that may be described or referred to in Exhibit A: (iii) all operating agreements, contracts and other agreements described or referred to in this instrument that relate to any of the Leases or interests in the Leases described or referred to herein or in Exhibit A or to the production, sale, purchase, exchange, processing, gathering, compression, treating, storage or transportation of the Hydrocarbons (hereinafter defined) from or attributable to such Leases or interests; and (iv) the Leases even though Mortgagor's interests therein be incorrectly described or a description of a part or all of such Leases or Mortgagor's interests therein be omitted; it being intended by Mortgagor and Mortgagee herein to cover and affect all interests that Mortgagor may now own or may hereafter acquire in and to the Leases and interests in this paragraph (b), notwithstanding that the interests as specified in on Exhibit A may be limited to particular lands, specified depths or particular types of property interests;

(c) all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals in and under and/or which may be or which are produced and saved fiom or attributable to the Leases, the lands covered thereby, pooled or unitized therewith and/or Mortgagor's interests therein (herein collectively called the "Hydrocarbon^), including all oil in tanks and all rents, issues, profits, as-extracted collateral, proceeds, products, revenues and other income from or attributable to the Leases, the lands covered thereby, pooled or unitized therewith and/or Mortgagor's interests therein that are subject to the liens and security interests of this Mortgage;

(d) all tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Leases, properties, rights, titles, interests and estates described or referred to in paragraphs (a), (b) and (c) above, which are now owned or which may hereafter be acquired by Mortgagor, but subject to the limitations, if any, set forth in Exhibit A:

(e) all presently existing and hereafter created Hydrocarbon purchase agreements, Hydrocarbon sales agreements, supply agreements, raw material purchase agreements, product purchase agreements, product sales agreements, processing agreements, exchange agreements, gathering agreements, transportation agreements and other contracts and agreements which cover, affect, or otherwise relate to the transportation and/or processing of Hydrocarbons through or in the Leases or any other part of the Mortgaged Property, and all other contracts and agreements (including, without limitation, hedge or swap agreements, cap, floor, collar, exchange, forward or other hedge or protection agreements or transactions relating to crude oil, natural gas or other hydrocarbons, or any option with respect to any such agreement or transaction, and other contracts and agreements) which cover, affect or

4845-7044-4135 v.6

otherwise relate to the Leases, or any part thereof, together with any and all amendments, modifications, renewals or extensions (now or hereafter existing) to any of the foregoing (the Mortgaged Property described in this paragraph (e) are herein collectively called the "Contracts");

( f ) all accounts, including but not limited to, (i) all of Mortgagor's rights to receive payment, whether or not earned by Mortgagor's performance and however acquired or evidenced, which arise out of or in connection with (A) Mortgagor's sale of Hydrocarbons, (B) Mortgagor's sale, assignment, lease, hiring out or allowance of use of, consignment, licensing or other voluntary disposition, whether pennanent or temporary, of Hydrocarbons or other goods or property related to the Leases and/or the conduct of Mortgagor's business thereon (including, without limitation, all payments received in lieu of payment for Hydrocarbons regardless of whether such payments accrued, and/or the events that gave rise to such payments occurred, on or before or after the date hereof, including, without limitation, "take or pay" or "minimum bill" payments and similar payments, payments received in settlement of or pursuant to a judgment rendered with respect to take or pay or minimum bill or similar obligations or other obligations under a sales contract, and payments received in buyout or other settlement of a contract covered by this Mortgage), or (C) any loan, advance, purchase of notes or other extension of credit made by Mortgagor; (ii) any and all rights and interests Mortgagor may have in connection with any of the transactions described in the preceding clause (i) whether now existing or hereafter acquired, (A) to demand and receive payment or other performance from any guarantor, surety, accommodation party or other person indirectly or secondarily obligated to Mortgagor in respect of the Leases or Hydrocarbons, (B) arising out of the enforcement of any of Mortgagor's rights to payment or performance by means of judicial or administrative proceedings, including, without limitation, any rights to receive payment under or in connection with any settlement of such proceedings, any judgment or any administrative order or decision arising out of actions related to the Leases or Hydrocarbons, (C) in and to the goods or other property related to the Leases and/or the conduct of Mortgagor's business thereon that is the subject of any such transaction, including, without limitation, (a) in the case of goods, an unpaid seller's or lessor's rights of rescission, replevin or to stop such goods in transit, and all rights to such goods on return or repossession, and (b) in the case of other property, rights of an unpaid seller, assignor or licensor to rescind or cancel the applicable agreement and demand the retum of such property or, if such property is intangible, of any writing or other tangible evidence of its existence and/or disposition, and (D) to proceed against any collateral security related to the Leases provided by any obligor and to realize any proceeds thereof; and (iii) all contracts and other agreements and writings, all accounts, chattel paper, documents, general intangibles and instruments, and all other items of property now or hereafter owned by Mortgagor or in that Mortgagor now has or hereafter acquires any rights or interests, whether tangible or intangible and related to the Leases that in any way constitute, embody or evidence any payment rights described in clause (i) of this paragraph ( f ) or any of Mortgagor's other rights and interests described in clause (ii) of this paragraph ( f ) (the Mortgaged Property described in this paragraph (j) are herein collectively referred to as the "Accounts Receivable");

(g) all contracts, agreements, leases, permits, orders, franchises, servitudes, certificates, privileges, rights, technology, licenses and general intangibles that are now or hereafter used, or held for use, in connection with or otherwise related to the Leases, the Hydrocarbons, the Contracts, and/or the Accounts Receivable (the Leases, the Hydrocarbons, the Contracts, and the Accounts Receivable are hereinafter collectively referred to as the "Property") or the conduct of Mortgagor's business on the Leases whether now or hereafter created, acquired, or entered into and all right, title and interest of Mortgagor thereunder, including, without limitation, rights, incomes, profits, revenues, royalties, accounts, contract rights and general intangibles under any and all of the foregoing;

(h) any and all data, books and records related to the Property, including, but not limited to, accounting records, files, computer software, site assessments, environmental reports, production records,

4845-7044-4135 v.6

sales and administrative records, and any other material or information relating to the ownership, of the Property (the "Books and Records");

(i) all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Mortgagor for the Property or the conduct of Mortgagor's business on the Leases and all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Leases or any part thereof or any interest therein under the power of eminent domain;

(j) all proceeds of the conversion, voluntary or involuntary, of the Property or any part thereof into cash or liquidated claims, including, without limitation, proceeds of hazard and title insurance;

(k) all options, extensions, improvements, betterments, renewals, substitutions and replacements of, and all additions and appurtenances to, the Property or any part thereof, hereafter acquired by, or released to, Mortgagor, or constructed, assembled or placed by Mortgagor on the Leases, and all conversions of the security constituted thereby (Mortgagor hereby acknowledging and agreeing that immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Mortgagor, the same shall become subject to the lien ofthis Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically described herein);

(1) any property that may from time to time hereafter by delivery or by writing of any kind be subjected to the lien or security interests hereof by Mortgagor; and Mortgagee is hereby authorized to receive the same at any time as additional security hereunder;

(m) all other rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Leases, properties, rights, titles, interests and estates and every part and parcel thereof, including, without limitation, said Leases, properties, rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as defined on Exhibit A and herein so called) to which any of said Leases, properties, rights, titles, interests or estates are subject, or otherwise; together with any and all renewals and extensions of any of said Leases, properties, rights, titles, interests or estates; and all contracts and agreements supplemental to or amendatory of or in substitution for the Leases, the contracts and agreements described or mentioned above and any and all additional interests of any kind hereafter acquired by Mortgagor in and to said Leases, properties, rights, titles, interests or estates; and

(n) all accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Mortgaged Property that are described in paragraphs (a) through (m) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production, whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets.

TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and to its successors and assigns forever, to secure the payment of the Indebtedness (hereinafter defmed) and to secure the performance of the covenants, agreements, and obligations of Mortgagor herein contained. Mortgagor will warrant and forever defend title to the Mortgaged Property against the claims of all persons whomsoever lawfully claiming or to claim the same or any part thereof.

Section 1.02 Indebtedness Secured. This Mortgage is executed and delivered by Mortgagor to secure and enforce the indebtedness, obligations and liabilities (the "Indebtedness") described below:

4845-7044-4135 v.6

(a) Payment of and performance of any and all indebtedness, obligations and liabilities of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including without limitation, those certain Notes which are or may be executed by Borrower and payable to the order ofthe applicable Lenders with fmal maturity on or before September 8, 2020, and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "Notes''').

(b) Payment of and performance of any and all indebtedness, obligations and liabilities of any party incurred pursuant to a Guaranty including, without limitation, principal and interest (including without limitation, interest accruing subsequent to the filing of a petition or other action conceming bankruptcy or other similar proceeding).

(c) Any sums which may be advanced or paid by Mortgagee under the terms hereof or ofthe Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage.

(d) Any and all Approved Hedge Obligations (used herein as defmed in the Credit Agreement) with any Approved Hedge Provider (as defined in the Credit Agreement).

(e) All renewals, extensions and modifications of indebtedness described, referred to or mentioned in paragraphs (a) through (d), and all substitutions therefor, in whole or in part.

Section 1.03 Revolving Credit Future Advances and Maximum Amount Secured. It is contemplated and acknowledged that the Indebtedness may include advances from time to time, and that in accordance with Article 3298 ofthe Louisiana Civil Code this Mortgage shall have effect as of the date hereof to secure all Indebtedness, regardless of whether any amounts are advanced on the date hereof or on a later date or, whether having been advanced, are later repaid in part or in whole and further advances made at a later date. This Mortgage secures all future advances and obligations constituting Indebtedness. The total amount of obligations and advances secured hereby may decrease or increase from time to time, but the maximum amount ofthe Indebtedness that may be outstanding, at any time and from time to time, secured by this Mortgage, is $60,000,000.

Section 1.04 Fixture Filing, Etc. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and may be filed for record in the Uniform Commercial Code records of each parish where any part of the Mortgaged Property (including such fixtures) is located. This Mortgage shall also be effective as a financing statement covering minerals or the like (including oil and gas), as extracted collateral, and accounts subject to subsection (5) of Section 9-103 ofthe Uniform Commercial Code-Secured Transactions (La. R.S. 10:9-103(5)), as amended, which minerals or the like, as extracted collateral, and accounts will be sold at the wellhead or minehead of the wells or mines located on the Mortgaged Property. This Mortgage may be filed for record in the office of the Louisiana State Mineral Board (or any successor agency), the office of the Bureau of Ocean Energy Management (or any successor agency), and in each Louisiana parish (a) where any part of the Mortgaged Property is located or (b) which lies shoreward of any Mortgaged Property (i.e., to the extent a particular Mortgaged Property is situated offshore in an area lying within the projected seaward extensions of the relevant parish boundaries). For the purposes of this Mortgage serving as a financing statement. Mortgagor shall be the "debtor". Mortgagee shall be the "secured party", and the Mortgaged Property and the Collateral shall be the "collateral."

4845-7044-4135 v.6

ARTICLE II

Assignment of Production

Section 2.01 Assignment. Subject to the provisions of Section 2.03 below, Mortgagor has absolutely and unconditionally assigned, transferred, and conveyed, and does hereby absolutely and unconditionally assign, transfer and convey unto the Mortgagee, its successors and assigns, for the benefit of the Secured Parties, all of the Hydrocarbons and all products obtained or processed therefrom, and the revenues and proceeds now and hereafter attributable to said Hydrocarbons and said products and all payments in lieu of the Hydrocarbons such as "take or pay" payments or settlements. Said Hydrocarbons and products are to be delivered into pipe lines connected with the Mortgaged Property, or to the purchaser thereof, to the credit of the Mortgagee, free and clear of all taxes, charges, costs, and expenses; and all said revenues and proceeds shall be paid direct to Mortgagee at its principal place of business in Houston, Texas with no duty or obligation of any party paying the same to inquire into the right of Mortgagee to receive the same, what application is made thereof, or as to any other matter. Mortgagor agrees to perform all such acts, and to execute all such further assignments, transfers and division orders, and other instruments as may be required or reasonably desired by the Mortgagee or any party in order to have said proceeds and revenues so paid to the Mortgagee. The Mortgagee is fully authorized to receive and receipt for said revenues and proceeds; to endorse and cash any and all checks and drafts payable to the order of Mortgagor or the Mortgagee for the account of Mortgagor received from or in connection with said revenues or proceeds and apply the proceeds thereof in accordance with Section 10.07 of the Credit Agreement, when received, and to execute transfer and division orders in the name of Mortgagor, or otherwise, with warranties binding Mortgagor. Upon the occurrence and continuation of an Event of Default, all proceeds received by Mortgagee pursuant to this assignment shall be applied as provided in Section 4.09 of this Mortgage. The Mortgagee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but shall have the right, at the Lenders' election, in the name of Mortgagor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Mortgagee in order to collect such funds and to protect the interests of the Lenders and/or Mortgagor, with all reasonable and documented costs, expenses and attorney's fees incurred in connection therewith being paid by Mortgagor. Mortgagor hereby appoints Mortgagee as its attorney-in-fact to pursue any and all rights of Mortgagor to liens on and security interests in the Hydrocarbons securing payment of proceeds of runs attributable to the Hydrocarbons. In addition to the rights granted to Mortgagee in Section 1.01(e) of this Mortgage, Mortgagor hereby further transfers and assigns to Mortgagee any and all such liens, security interests, financing statements or similar interests of Mortgagor attributable to its interest in the Hydrocarbons and proceeds of runs therefrom arising under or created by any statutory provision, judicial decision or otherwise. The power of attorney granted to Mortgagee in this paragraph, being coupled with an interest, shall be irrevocable so long as the Indebtedness or any part thereof remains unpaid.

Section 2.02 No Modification of Payment Obligation. Nothing herein contained shall modify or otherwise alter the obligation of Mortgagor to make prompt payment of all Indebtedness when and as the same become due regardless of whether the proceeds of such Hydrocarbons are sufficient to pay the same and the rights provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Indebtedness.

Section 2.03 Right of Mortgagor. Notwithstanding anything to the contrary contained in Section 2.01, so long as no Event of Default shall have occurred and is continuing, Mortgagor shall have the right to collect all revenues and proceeds attributable to the Hydrocarbons that accrue to the Mortgaged Property or the products obtained or processed therefrom, as well as any Liens and security interests securing any sales of said Hydrocarbons and to retain, use and enjoy same. In the event that,

4845-7044-4135 v.6

prior to the occurrence of an Event of Default, or after an Event of Default has been fully cured to the satisfaction of Mortgagee and no other Event of Default is then continuing, any person suspends payments in connection with the Hydrocarbons, Mortgagee agrees that it will cooperate with Mortgagor to cause such person to make all payments to Mortgagor.

ARTICLE III

Representations. Warranties and Covenants

Without limiting the representations, warranties, covenants and agreements contained in the Credit Agreement or any of the Loan Documents, Mortgagor hereby represents, warrants and covenants as follows:

Section 3.01 Title. Mortgagor has Defensible Title (as defined in the Credit Agreement) to the Mortgaged Property. The Collateral is subject to no Liens, (as defmed in the Credit Agreement) except the Permitted Liens defmed in the Credit Agreement and Liens described on attached Exhibit A (collectively, the "Permitted Encumbrances',).

Section 3.02 Reserved.

Section 3.03 First Lien: Defend Title. Except as set forth in the Credit Agreement, this Mortgage is, and always will be kept, a direct first lien and security interest or privilege upon the Mortgaged Property subject only to the Permitted Encumbrances and Mortgagor will not create or suffer to be created or permit to exist any lien, security interest, privilege or charge prior or junior to or on a parity with the lien and security interest ofthis Mortgage upon the Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other income therefrom. Mortgagor will warrant and defend the title to the Mortgaged Property against the claims and demands of all other persons whomsoever and will maintain and preserve the lien and privilege created hereby so long as any of the Indebtedness secured hereby remains unpaid (other than (i) any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities and other provisions under the Loan Documents which by their terms expressly survive payment of the Obligations and termination of the Loan Documents and for which a claim has not been made and (ii) any Approved Hedge Obligations as to which arrangement reasonably satisfactory to Agent have been made) (the "•Security Termination Date"). Should an adverse claim be made against or a cloud develop upon the title to any part of the Mortgaged Property, Mortgagor agrees it will promptly defend against such adverse claim or take appropriate action to remove such cloud at Mortgagor's cost and expense, and Mortgagor further agrees that Mortgagee may take such other action as it deems advisable to protect and preserve its interests in the Mortgaged Property, and in such event Mortgagor will indemnify Mortgagee against any and all reasonable and documented costs, attorneys' fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud.

Section 3.04 Cure Defects. Pursuant with the terms of the Credit Agreement, Mortgagor shall cure promptly any defects in the execution and delivery of this instrument. Mortgagor at Mortgagor's expense will promptly execute and dehver to Mortgagee upon reasonable request all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of Mortgagor herein or to further evidence and more fully describe the Mortgaged Property, or to correct any omissions in this instrument, or more fully to state the security obligations set out herein, or to perfect, protect and, or, preserve any lien or security interest created hereby, or to make any recordings, or to file any notices, or obtain any consents, all as may be necessary or appropriate in connection with any thereof. Mortgagor shall pay for all reasonable costs of preparing, recording and releasing any of the above.

4845-7044-4135 v.6

Section 3.05 Not a Public Utility. Mortgagor is not a public utility and is not otherwise subject to regulation by any public utility commission or any similar federal, state or local agency or governmental body.

Section 3.06 Not a Foreign Person. Mortgagor is not a "foreign person" within the meaning of the Intemal Revenue Code of 1986, as amended (hereinafter called the "Code"), Sections 1445 and 7701 (i.e., Mortgagor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder).

Section 3.07 Power to Transfer. Mortgagor has full power and lawful authority to grant, bargam, sell, assign, transfer, mortgage and convey a Lien upon all of the Mortgaged Property and Collateral in the manner and form herein provided.

Section 3.08 Failure to Perform. Mortgagor agrees that if Mortgagor fails to perform any act or to take any action which Mortgagor is required to perform or take hereunder or pay any money which Mortgagor is required to pay hereunder. Mortgagee in its own name may (after giving effect to any applicable cure period in the Credit Agreement or this Mortgage), but shall not be obligated to, perform or cause to perform such act or take such action or pay such money, and any expenses so incurred by Mortgagee and any money so paid by Mortgagee shall be a demand obligation owing by Mortgagor to Mortgagee, and Mortgagee, upon making such payment, shall be subrogated to all of the rights of the Person receiving such payment. Each amount due and owing by Mortgagor to Mortgagee pursuant to this Mortgage shall constitute a demand obligation owing to Mortgagor and shall be a part ofthe Indebtedness described in Section 1.02 hereof.

Section 3.09 ENVIRONMENTAL INDEMNIFICATION. Mortgagor hereby agrees to Section 12.06 ofthe Credit Agreement and such section is incorporated, herein, mutatis mutandis as a part hereof.

ARTICLE IV

Rights and Remedies

Section 4.01 Event of Default. The term "Event of Default" as used in this Mortgage shall mean the occurrence of an "Event of Default" under the Credit Agreement.

Section 4.02 Indebtedness Due and Payable. Upon the occurrence and during the continuance of any such Event of Default, after any applicable grace periods, Mortgagee may, by written notice mailed to Mortgagor, postage prepaid, addressed to Mortgagor at its address set forth in the recitals hereof or at such other address as Mortgagor may furnish to Mortgagee in writing, declare the Indebtedness to be due and payable whereupon the Indebtedness shall become immediately due and payable without notice of any kind. All reasonable and documented costs and expenses (including attorneys' fees) incurred by Mortgagee or the Lenders in protecting and enforcing their rights hereunder shall constitute a demand obligation owing by Mortgagor and shall constitute a portion of the Indebtedness secured hereby and shall have the benefit of the lien and security interest hereby created.

Section 4.03 Foreclosure. Appointment of Receiver: Possession of Mortgaged Property. If the Notes or any Indebtedness shall become due and payable and shall not be promptly paid, the Mortgage may be foreclosed as to the Mortgaged Property or any portion thereof in any manner permitted by applicable law, and Mortgagee shall have the right and power to proceed by suit or suits for specific performance of any covenant or agreement herein contained or in aid of the execution of any power

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herein granted or for any foreclosure hereunder or for the sale of the Mortgaged Property under the judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate remedy. Mortgagor agrees to the full extent that it lawfully may that in case the above described Notes or any of the Indebtedness be not paid promptly when due, then and in every such case Mortgagee shall have the right and power to enter into and upon and take possession of all or any part of the Mortgaged Property in the possession of Mortgagor, its successors or assigns, or its or their agents or servants, and may exclude Mortgagor, its successors or assigns, and all persons claiming under Mortgagor and its or their agents or servants wholly or partly therefrom; and holding the same, Mortgagee may use, administer, operate and control the Mortgaged Property and conduct the business thereof to the same extent as Mortgagor, its successors or assigns, might at the time do and may exercise all rights and powers of Mortgagor, in the name, place and stead of Mortgagor, or otherwise as Mortgagee shall deem best.

Section 4.04 Keeper. In the event the Mortgaged Properties, or any part thereof, is seized as an incident to an action for the recognition or enforcement of this Mortgage by executory process, ordinary process, sequestration, writ of fieri facias or otherwise, Mortgagor and Mortgagee agree that the court issuing any such order shall, if petitioned for by Mortgagee, direct the applicable sheriff to appoint, as a keeper of the Mortgaged Properties ( Keeper"), Mortgagee or any agent designated by Mortgagee or any person named by Mortgagee at the time such seizure is effected. This designation is pursuant to Louisiana Revised Statutes 9:5131 through 5135 and 9:5136 through 5140.2, as the same may be amended, and Mortgagee shall be entitled to all the rights and benefits afforded thereunder. It is hereby agreed that the Keeper shall be entitled to receive as compensation, in excess of its reasonable costs and expenses incurred in the administration or preservation of the Mortgaged Properties, which shall be included as Indebtedness secured by this Mortgage. The designation of Keeper made herein shall not be deemed to require Mortgagee to provoke the appointment of such a Keeper.

Section 4.05 Occupancy After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale Mortgagor or Mortgagor's heirs, devisees, representatives, successors or assigns or any other person claiming any interest in the Mortgaged Property by, through or under Mortgagor, are occupying or using the Mortgaged Property or any part thereof, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either the landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; to the extent permitted by applicable law, the purchaser at such sale shall, notwithstanding any language herein apparently to the contrary, have the sole option to demand immediate possession following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the Mortgaged Property (such as an action for forcible entry and detainer) in any court having jurisdiction.

Section 4,06 Remedies Cumulative. Concurrent and Non-Exclusive. Every right, power and remedy herein given to Mortgagee shall be cumulative and in addition to every other right, power and remedy herein specifically given or now or hereafter existing in equity, at law or by statute; and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by Mortgagee, and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter any other right, power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy shall impair any such right.

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power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing.

Section 4.07 Operation of Transfers. Any sale or sales of the Mortgaged Property or any part thereof pursuant to this Article IV shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of Mortgagor of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against Mortgagor, its successors and assigns, and against any and all persons claiming or who shall thereafter claim all or any of the property sold from, through or under Mortgagor, its successors and assigns; and Mortgagor, i f requested by Mortgagee so to do, shall join in the execution and delivery of all proper conveyances, assignments and transfers of the properties so sold.

Section 4.08 No Release of Indebtedness. Neither Borrower, Mortgagor, any guarantor, i f any, nor any other person hereafter obligated for payment of all or any part of the Indebtedness shall be relieved of such obligation by reason of (a) the failure of any guarantor or any other person so obligated to foreclose the lien of this Mortgage or to enforce any provision hereunder or under the Credit Agreement; (b) the release, regardless of consideration, ofthe Mortgaged Property or any portion thereof or interest therein or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Mortgagee extending, renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to Borrower, Mortgagor, any guarantor or such other person, and in such event Borrower, Mortgagor, guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Mortgagee; or (d) by any other act or occurrence save and except the occurrence ofthe Security Termination Date.

Section 4.09 Application of Proceeds. The proceeds of any sale of the Mortgaged Property or any part thereof and all other moneys received by Mortgagee in any proceedings for the enforcement hereof, whose application has not elsewhere herein been specifically provided for, shall be applied first, to the payment of all expenses incurred by Mortgagee incident to the enforcement of this Mortgage, the Notes or any of the Indebtedness (including, without limiting the generality of the foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof, and of conveyances, and court costs, compensation of agents and employees and legal fees), and to the payment of all other charges, expenses, liabilities and advances incurred or made by Mortgagee under this Mortgage or in executing any trust or power hereunder; and then as set forth in Section 10.07 ofthe Credit Agreement.

Section 4.10 Remedies Under Uniform Commercial Code, In addition to the rights and remedies provided in this Mortgage, Mortgagee shall have all the rights and remedies of a "secured party" under Uniform Commercial Code-Secured Transactions (La. R.S. 10:9-101 et seq.) and under all other "applicable laws of Louisiana. Mortgagee shall have the right to sell, transfer or otherwise dispose of any and all of the Mortgaged Property composed of personal/movable property and to apply the proceeds thereof toward payment of all costs, expenses, attorney's fees and legal expenses thereby incurred by Mortgagee and toward payment and performance of the Indebtedness in such order or manner as Mortgagee may elect. Mortgagee shall send Mortgagor reasonable notice of the time and place of any public sale or of the time after which any private sale or the disposition thereof is to be made. The requirement of sending a reasonable notice shall be met i f such notice is mailed, postage prepaid, to Mortgagor at the address set forth in the initial recitals hereto at least ten (10) days before the time of such sale or disposition. All reasonable and documented expenses of retaking, holding, maintaining, preparing for sale, selling and the like, including Mortgagee's reasonable attorney's fees and legal expenses, shall constitute additional Indebtedness of Mortgagor and shall be immediately due and payable, and payment of the same shall be secured by and entitled to the benefits of this Mortgage. If the proceeds of any sale or

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other lawful disposition of the Mortgaged Property by Mortgagee are insufficient to folly pay the Indebtedness, then Mortgagor shall pay or cause to be paid any deficiency. Mortgagee may (a) require Mortgagor to, and Mortgagor agrees that it will, at its expense and upon the request of Mortgagee, forthwith reasonably assemble all or any part of the Collateral as directed by Mortgagee and make it available at a place designated by Mortgagee which is, in its opinion, reasonably convenient to Mortgagee and Mortgagor, whether at the premises of Mortgagor or otherwise, and Mortgagee shall be entitled to specific performance of this obligation, (b) to the extent permitted by applicable law of this or any other state, enter, with or without process of law and without breach of the peace, any premise where any ofthe Collateral is or may be located, and without charge or liability to it seize and remove such Collateral from such premises, (c) have access to and use Mortgagor's books and records relating to the Collateral as authorized by the Credit Agreement, and (d) prior to the disposition in any manner and to the extent Mortgagee deems appropriate and, in connection with such preparation and disposition, use without charge any trademark, trade name, copyright, patent or technical process used by Mortgagor.

Section 4.11 Waivers.

(a) The Mortgagee may resort to any security given by this Mortgage or to any other security now existing or hereafter given to secure the payment of any of the Indebtedness secured hereby, in whole or in part, and in such portions and in such order as may seem best to the Mortgagee in its sole and uncontrolled discretion, and any such action shall not in any manner be considered as a waiver of any of the rights, benefits or liens created by this Mortgage. Mortgagor agrees, to the full extent that it may lawfully so agree, that it will not at any time insist upon or plead or in any manner whatever claim or take the benefit or advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Mortgage or the absolute sale of the Mortgaged Property or the possession thereof by any purchaser at any sale made pursuant to any provision hereof, or pursuant to the decree of any court of competent jurisdiction, but Mortgagor, for itself and all who may claim through or under it, so far as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws.

(b) To the extent authorized by applicable law, Mortgagor for itself, its successors and assigns does by these presents agree and stipulate that it shall be lawful for and Mortgagor does hereby authorize Mortgagee without making a demand or putting in default, putting in default being expressly waived, to cause all and singular the Mortgaged Property to be seized and sold by executory or other legal process without appraisement (appraisement being hereby expressly waived) either in its entirety or in lots, or parcels as Mortgagee may determine to the highest bidder for cash or on such terms as Mortgagee may direct, Mortgagor for itself, its successors and assigns hereby confessing judgment for the full amount of the Notes in principal and interest and all other Indebtedness secured and to be secured hereby.

(c) To the extent permitted by applicable law, Mortgagor hereby expressly waives: (a) the benefit of appraisement as provided for in Articles 2332, 2336, 2723 and 2724 of the Louisiana Code of Civil Procedure and all other laws conferring the same; (b) the demand and three (3) days' delay accorded by Articles 2639 and 2721 of the Louisiana Code of Civil Procedure; (c) the notice of seizure required by Articles 2293 and 2721 of the Louisiana Code of Civil Procedure; (d) the benefit of any other provisions of Articles 2331, 2722 and 2723 of the Louisiana Code of Civil Procedure, including but not limited to the three (3) days' delay provided for in Articles 2331 and 2722 of the Louisiana Code of Civil Procedure; and (e) all other laws providing rights of notice, demand, appraisement, or delay; and Mortgagor agrees to the immediate seizure ofthe property subject hereto in the event of suit hereon.

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(d) Mortgagor for itself and all who may claim through or under Mortgagor waives, to the extent that Mortgagor may lawfully do so under applicable law of the State of Louisiana, any and all rights to have the Mortgaged Property marshaled upon any foreclosure of the lien and privilege hereof or sold in inverse order of alienation and Mortgagor agrees that Mortgagee may cause the Mortgaged Property to be sold as an entirety or in parcels as Mortgagee may direct.

(e) Mortgagee or any holder shall have the right to become the purchaser or purchasers at any sale held under applicable law. Such holder purchasing at any such sale shall have the right to credit upon the amount of the bid made therefor the pro rata part of the Obligations owing to such holder, accounting to the holder or holders of any portion of the Obligations not bidding or not bidding successfully at such sale or sales in cash for the portion of such bid or bids apportionable to such non-bidding holder or holders.

(f) I f any law referred to herein and now in force, of which Mortgagor or its successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof.

Section 4.12 Discontinuance of Proceedings. In case Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted hereunder or under the Credit Agreement and shall thereafter elect to discontinue or abandon same for any reason. Mortgagee shall have the unqualified right so to do and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness, this Mortgage, the Credit Agreement, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as i f same had never been invoked.

Section 4.13 Release of Proceeds Not Discharge of Lien, Mortgagee or any future holder or holders ofthe Indebtedness may at any time and from time to time release to Mortgagor or its order all or any portion of the funds received from the proceeds of oil, gas or other minerals as hereinafter provided without in any manner impairing, releasing or discharging the lien, privilege and security of this Mortgage or affecting the validity thereof.

Section 4.14 Confession of Judgment. For purposes of foreclosure under Louisiana executory process procedures, Mortgagor hereby acknowledges the Indebtedness, whether now existing or arising hereafter, and confesses judgment for the full amount of the Indebtedness in favor of Mortgagee for the full amount ofthe Indebtedness.

Section 4.15 INDEMNITY. Mortgagor hereby agrees to Section 12.05 of the Credit Agreement and such section is incorporated, herein, mutatis mutandis as a part hereof.

ARTICLE V

Security Agreement

Section 5.01 Security Interest. To further secure the Indebtedness, Mortgagor hereby grants to Mortgagee and Mortgagee's successors and assigns a security interest in all of Mortgagor's rights, titles and interests in and to the Mortgaged Properties insofar as such Mortgaged Properties consist of goods, equipment, accounts, general intangibles, inventory. Hydrocarbons, as extracted collateral, fixtures, instruments, money and deposit accounts and all accessions, additions, and attachments to any thereof, and the proceeds and products of and from any and all such Mortgaged Properties (all of the foregoing being in this Article V collectively called the "CollateraT'); provided that the Collateral shall not include

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the Excluded Property (as defmed in the Pledge and Security Agreement dated June 8, 2018 by and among Mortgagor, Mortgagee and each other debtor party thereto). Upon the occurrence and during the continuance of any Event of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Chapter 9 of the Louisiana Uniform Commercial Code (the "applicable Uniform Commercial Code") with reference to the Collateral in which Mortgagee has been granted a security interest herein, or Mortgagee may proceed as to both the real and personal property covered hereby in accordance with the rights and remedies granted under this instrument in respect of the real property covered hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted Mortgagee under any other provision of this instrument or under any other instrument executed in connection with or as security for the Note or any of the Indebtedness. Mortgagor, as Debtor (and in this Article V and otherwise herein collectively called "Debtor") covenants and agrees with Mortgagee, as Secured Party (and in this Article Fand otherwise herein called "Secured Party") that:

(a) To the extent permitted by applicable law, Debtor expressly waives any notice of sale or other disposition of the Collateral and any other right or remedies of a Debtor or formalities prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or remedy of Secured Party existing after default hereunder; and to the extent any such notice is required and cannot be waived. Debtor agrees that if such notice is mailed, postage prepaid, to Debtor at Debtor's address set out hereinabove at least ten (10) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice.

(b) Following the occurrence and during the continuance of an Event of Default, Secured Party is expressly granted the right at its option, to transfer at any time to itself or to its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the same as security for the Indebtedness or to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in accordance with Section 10.07 of the Credit Agreement. All rights to marshalling of assets of Debtor, including any such right with respect to the Collateral, are hereby waived.

(c) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to sale, transfer, assignment or other disposition or utilization of the Collateral or any part thereof hereunder shall be full proof of the matter stated therein, no other proof shall be required to establish full legal propriety of the sale or other action or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action and of any fact, condition or thing incident thereto shall be presumed to have been performed or to have occurred.

(d) All reasonable and documented expenses of preparing for sale, or other use or disposition, selling or otherwise using or disposing of the Collateral and the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all reasonable attorneys' fees, legal expenses and costs, shall be added to the Indebtedness and Debtor shall be liable therefor.

(e) • Should Secured Party elect to exercise its rights under the applicable Uniform Commercial Code as to part of the Collateral, this election shall not preclude Secured Party from exercising any other rights and remedies granted by this instrument as to the remainder of the Collateral.

(f) Any copy of this instrument may also serve as a financing statement under the applicable Uniform Commercial Code between the Debtor, whose present address is Mortgagor's address listed on the execution page of this Mortgage, and Secured Party, whose present address is Mortgagee's address listed on the execution page of this Mortgage.

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(g) So long as any amount remains unpaid on any of the Indebtedness, Debtor will not execute and there will not be filed in any public office any financing statement or statements affecting the Collateral other than financing statements in connection with Permitted Encumbrances or in favor of Secured Party hereunder, unless the prior written specific consent and approval of Secured Party shall have first been obtained.

(h) Secured Party is authorized to file, in any applicable jurisdiction where Secured Party deems it necessary, a financing statement or statements, and at the request of Secured Party, Debtor will join Secured Party in executing one or more financing statements pursuant to the applicable Uniform Commercial Code in form satisfactory to Secured Party, and will pay the cost of filing or recording this instrument, as a financing statement, in all public offices at any time and from time to time whenever filing or recording of any financing statement or ofthis instrument is reasonably deemed by Secured Party to be necessary or desirable. Debtor consents to the filing by Secured Party of one or more financing statements describing the Collateral as "all assets" of Mortgagor, or using words of similar meaning.

(i) The office where Debtor keeps Debtor's accounting records concerning the Collateral covered by this security agreement is the address set forth for Mortgagor on the execution page ofthis Mortgage.

Section 5.02 As Extracted Collateral. Portions of the Collateral consist of (i) oil, gas and other minerals produced or to be produced from the lands described in the attached Exhibit A, or (ii) goods which are or will become fixtures attached to the real estate constituting a portion of the Mortgaged Properties, and Debtor hereby agrees that this instrument may be filed in the applicable Uniform Commercial Code Records (or any other appropriate records) of the Parish in which Mortgaged Property is located as a financing statement to perfect the security interest of Secured Party in said portions of the Collateral. The said oil, gas and other minerals will be financed at the wellhead of the oil and gas wells located on the lands described in the attached Exhibit A. The name ofthe record owner of the Mortgaged Properties is the party named herein as Mortgagor and Debtor. Nothing herein contained shall impair or limit the effectiveness ofthis document as a security agreement or financing statement for other purposes.

ARTICLE VI.

Miscellaneous

Section 6.01 Satisfaction and Discharge. Upon the Security Termination Date, this Mortgage shall become null and void and the Mortgaged Property shall be owned by Mortgagor free and clear of this Mortgage, and the Mortgagee shall, within ten (10) Business Days following the receipt by Mortgagee of Mortgagor's written request to such effect, forthwith take reasonable efforts to cause the applicable clerk of court to completely cancel and erase this Mortgage from their records and the satisfaction and discharge of this Mortgage to be entered upon the record at the expense of Mortgagor, and Mortgagee shall execute and deliver or cause to be executed and delivered such instruments of satisfaction and reassigmnent as may be appropriate. Otherwise, this Mortgage shall remain and continue in full force and effect. Any request for discharge of this Mortgage shall be given to Mortgagee at the address (or addresses) specified on the signature page hereof. Mortgagee may, at any time, change the place or manner in which such request for discharge may be made by written notice to Mortgagor which shall be effective upon delivery to Mortgagor.

Section 6.02 Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be construed in order to effectuate the provisions hereof, and the

14 4845-7044-4135 v.6

invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

Section 6.03 Instrument Construed as Mortgage. Etc. This Mortgage may be construed as a mortgage of both real/immovable and personal/movable property, a conveyance, an assignment, a security agreement, a financing statement, hypothecation or contract, or any one or more of them, in order fully to effectuate the lien hereof and the purposes and agreements herein set forth.

Section 6.04 Successors and Assigns of Parties. The terms used to designate Mortgagee, Lenders and Mortgagor shall be deemed to include the respective heirs, legal representatives, successors and assigns of such parties.

Section 6.05 Satisfaction of Prior Encumbrance. To the extent that proceeds of the Notes are used to pay indebtedness secured by any outstanding lien, security interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been advanced by the Lenders at Mortgagor's request, and the Lenders shall be subrogated to any and all rights, security interests and liens owned by any owner or holder of such outstanding liens, security interests, charges or encumbrances, irrespective of whether said liens, security interests, charges or encumbrances are released, and it is expressly understood that, in consideration of the payment of such other indebtedness by the Lenders, Mortgagor hereby waives and releases all demands and causes of action for offsets and payments to, upon and in connection with the said indebtedness.

Section 6.06 Subrogation of Mortgagee. This Mortgage is made with full substitution and subrogation of Mortgagee and its successors and assigns in and to all covenants, representations and warranties by others heretofore given or made in respect of the Mortgaged Property or any part thereof.

Section 6.07 Nature of Covenants. The covenants and agreements herein contained shall constitute covenants running with the land and interests covered or affected hereby and shall be binding upon the heirs, legal representatives, successors and assigns ofthe parties hereto.

Section 6.08 Interest. It is the intention of the parties hereto that Mortgagee and all Lenders conform strictly to usury laws applicable to them, and this Mortgage is expressly made subject to the provisions of the Credit Agreement pertaining to applicable usury laws (including Section \2.09). In furtherance thereof, it is stipulated and agreed that none of the terms and provisions contained herein shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect, and neither Mortgagee nor any present or future guarantors, endorsers or other parties now or hereafter becoming liable for payment of the Indebtedness shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum interest that may be lawfully charged under applicable law from time to time in effect; reference is made to the Credit Agreement for further provisions with respect thereto.

Section 6.09 Notices. All notices, requests, consents, demands and other communications required or permitted hereunder shall be given or furnished in the manner provided in Section 12.02 of the Credit Agreement.

Section 6.10 No Discharge of Mortgagor. In the event the ownership of the Mortgaged Property or any part thereof becomes vested in a person other than Mortgagor, Mortgagee may, without notice to Mortgagor, deal with such successor or successors in interest with reference to this Mortgage and to the Indebtedness in the same manner as with Mortgagor, without in any way vitiating or discharging Mortgagor's liability hereunder or for the payment of the Indebtedness or performance ofthe

15 4845-7044-4135 v.6

obligations secured hereby. No transfer of the Mortgaged Property, no forbearance on the part of Mortgagee, and no extension of the time for the payment of the Indebtedness given by any holder ofthe Indebtedness, in whole or in part, shall vitiate or discharge the liability of Mortgagor hereunder or for obligations secured hereby or the liability of any other person hereunder or for obligations secured hereby or the liability of any other person hereunder or for the payment ofthe Indebtedness.

Section 6.11 Counterparts. This Mortgage is being executed in several counterparts and Mortgagor and Mortgagee may execute different counterparts, all of which are identical, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

Section 6.12 Authentic Evidence. Any and all declarations of facts made by authentic act before a notary public in the presence of two witnesses by a Person declaring that such facts lie within his or its knowledge shall constitute authentic evidence of such facts for the purpose of executory process. Mortgagor specifically agrees that such an affidavit by a representative of Mortgagee as to the existence, amount, terms and maturity of the Indebtedness and of a default thereunder shall constitute authentic evidence of such facts for the purpose of executory process.

Section 6.13 Certificates. The production of mortgage, conveyance, tax research or other certificates is waived by consent, and Mortgagor and Mortgagee agree to hold me. Notary, harmless for failure to procure and attach same.

Section 6.14 Flood Insurance. Notwithstanding any provision in this Mortgage to the contrary, in no event is any Building (as defmed in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defmed in the applicable Flood Insurance Regulations) included in the definition of the "Mortgaged Property" and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage. As used herein, "Flood Insurance Regulations" shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.

Section 6.15 GOVERNING LAW. THIS INSTRUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE UNITED STATES AND STATE OF LOUISIANA.

Section 6.16 SUBMISSION TO JURISDICTION WAIVER OF JURY TRIAL. EACH PARTY AGREES TO THE PROVISIONS OF SECTION 12.15 AND SECTION 12.16 (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT AND SUCH PROVISIONS ARE INCORPORATED HEREIN, MUTATIS MUTANDIS, AS A PART HEREOF.

Section 6.17 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT (A) HAS A DUTY TO READ THIS MORTGAGE AND THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS MORTGAGE; (B) HAS IN FACT READ THIS MORTGAGE AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS MORTGAGE; (C) HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS MORTGAGE, AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS MORTGAGE; AND (D) RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS MORTGAGE

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RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS MORTGAGE ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS."

Section 6.18 Acceptance by Mortgagee. In accordance with the provisions of Louisiana Civil Code Article 3289, Mortgagee has accepted the benefits of this Mortgage without the necessity of execution by Mortgagee.

[Signature page to follow]

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IS

THUS DONE AND PASSED on the iTpUay of June, 2018, to be effective as of the date hereinabove first written, in the presence of the undersigned witnesses who hereunto sign their names with Mortgagor and me, Notary, after due reading of the whole.

WITNES,

Name: AilCjC A ^ g f ^ h ^ O V

Name:

MORTGAGOR:

ARENA GULF HOLDINGS, L.P., a Delaware limited partnership

.-^Susan M. Oswald Chief Financial Officer

K E N N E T H K. F I T T E R NOTARYPUBLIC

MY COMMISSION EXPIRES SEPT. 30,2021 Notary Public in and for the State of {U^s/e^r'O" r Notary #: /I^YVZ

The name and address of Mortgagor/Debtor is:

Arena Gulf Holdings, L.P. 274 Riverside Avenue, 3rd Floor Westport, Connecticut 06880 Attention: Jeffrey B. Scofield Last four digits of Taxpayer ID No.: 0535

Signature Page to Act of Mortgage, Assignment of Production,

Security Agreement, Fixture Filing and Financing Statement

CERTIFIED RESOLUTIONS

(see attached)

Certified Resolutions with respect to Act of Mortgage, Assignment of Production,

Security Agreement, Fixture Filing and Financing Statement 4845-7044-4135 v.6

OMNIBUS SECRETARY'S CERTIFICATE

June 8,2018

I , Susan M. Oswald, do hereby certify that I am the duly elected, qualified and acting Chief Financial Officer and Secretary of each of Arena Gulf Holdings, L.P., a Delaware limited partnership (""Borrower"), LR-Arena Gulf Holdings, L.P., a Delaware limited partnership ("Pledgor I") and Arena Gulf GP Holdings, LLC, a Delaware limited liability company ("Pledgor I I " . together with Borrower and Pledgor I , the "Companies" and individually a "Companv"). Reference is made to that certain Credit Agreement dated June 8, 2018 (the "Credit Agreement"), by and among the Borrower, the lenders party thereto (the "Lenders") and First Tennessee Bank National Association, as administrative agent and a lender ("Administrative Agent"). I hereby certify in my capacity as the Secretary of each Company and not in my individual capacity, as of the date hereof, that:

1. Attached hereto as Exhibit A is a true and complete copy of extracts of the resolution of (i) the general partner of Borrower, (ii) the general partner of Pledgor I and (iii) the sole member of Pledgor I I , in each case, authorizing the execution, delivery and performance of the Credit Agreement, the Pledge Agreement, the Pledge and Security Agreement, and each of the mortgages and deeds of trusts (or amendments, supplements, or assignments of mortgages and deeds of trust) that will encumber oil and gas properties and other real property interests of the Borrower to secure the Secured Obligations (as defmed in the Credit Agreement). Such resolution has not been rescinded or modified in any manner and is on the date hereof still in full force and effect.

[Signature page follows.]

IN WITNESS WHEREOF, I have signed this Secretary's Certificate as of the date first above written, in each case, in my capacity as the Secretary of each Company.

BORROWER:

ARENA GULF HOLDINGS, L.P.

By: SW^xVVn Susan M, Oswald Secretary

PLEDGOR I :

LR-ARENA GULF HOLDINGS, L.P.

By: V m ^ m ^ v A ^ — Susan M. Oswald

Secretary

PLEDGOR I I :

ARENA GULF GP HOLDINGS, LLC

Susan M. Oswald Secretary

I , Dylan Blackford, Vice President of each Company, hereby certify that Susan M. Oswald is the duly elected and qualified Chief Financial Officer and Secretary of each Company and that each signature set forth above is her true and correct signature.

IN WITOESS WHEREOF, I have hereunto set my hand as ofthe date first above written in each case, in my capacity as Vice President of each Company.

BORROWER:


By: Dylan Blackford, Vice President

PLEDGOR I:


By: an Blackford, Vice President

PLEDGOR H:


By: fc^V Dylan Blackford, Vice President

EXHIBIT A

RESOLUTION

[See attached]

WRITTEN CONSENT

OF

THE GENERAL PARTNERS OF



and

WRITTEN CONSENT OF

THE SOLE MEMBER OF

ARENA GULF GP HOLDINGS, L L C

June 8,2018

The undersigned constitute (i) the general partner of Arena Gulf Holdings, L.P. (in such capacity the "Borrower GP"), (ii) the general partner of LR-Arena Gulf Holdings, L.P. (in such capacity the "Pledgor I GP') and (iii) the sole member of Arena Gulf GP Holdings, LLC (in such capacity the "Pledgor I I Sole Member"). As used herein, (a) "Borrower" shall mean Arena Gulf Holdings, L.P., a Delaware limited partnership, (b) "Pledgor I " shall mean LR-Arena Gulf Holdings, L.P., a Delaware limited partnership, (c) "Pledgor IT' shall mean Arena Gulf GP Holdings, LLC, a Delaware limited liability company, (d) "Pledgors" shall refer to Pledgor I and Pledgor II collectively and "Pledgor" shall refer to Pledgor I and Pledgor I I individually and (e) "Companies" shall refer to Borrower, Pledgor I and Pledgor n collectively and "Company" shall refer to Borrower, Pledgor I and Pledgor II individually.

Pursuant to the laws of each Company's respective jurisdiction of formation or organization and consistent with the provisions of each such Company's respective governing organizational documents (in each case, as amended to date), each of the general partners of the Borrower and Pledgor I and the sole member of Pledgor II considers it necessary and advisable and in the best interests of each Company to take the actions contemplated by the resolutions attached hereto as Exhibit A (the "Resolutions") and do hereby consent to the adoption of such resolutions.

This Written Consent may be executed in multiple counterparts, which taken together, shall represent one and the same instrument and action of the governing body of each Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Written Consent, effective on and as of the date first above written, in its capacity as the general partner of the Borrower.


By: LR-Arena Gulf Holdings, L.P., its sole member

By: Lime Rock Partners GP VB, L.P. its general partner

By: LRP GP VB, Inc., its general partner

Susan M. Oswald Chief Financial Officer

IN WITNESS WHEREOF, the undersigned has duly executed this Written Consent, effective on and as of the date first above written, in its capacity as the sole member of Pledgor

n.


By: Lime Rock Partners GP VII, L.P. its general partner

By: LRP GP VH, Inc., its general partner


IN WITNESS WHEREOF, the undersigned has duly executed this Written Consent, effective on and as of the date first above written, in its the capacity as the general partner of Pledgor I .

LIME ROCK PARTNERS GP VH, L.P.

By: LRP GP VH, Inc., its general partner


EXHIBIT A

Credit Agreement

WHEREAS, it has been proposed that the Borrower enter into a credit agreement by and among the Borrower, First Tennessee Bank National Association, as administrative agent (in such capacity, the "Administrative Agent") and certain financial institutions as lenders (the "Lenders") (the "Credit Agreemenf; capitalized terms used but not defined herein shall have the respective meanings assigned in the final form of the Credit Agreement, which has been provided to each of the Borrower GP, the Pledgor I GP and the Pledgor I I Sole Member), [ . . . ]

WHEREAS, in connection with, and as a condition to the effectiveness of, the Credit Agreement, (A) the Borrower is required to enter into and deliver (i) a Pledge and Security Agreement (the "Pledge and Security Agreement) in favor ofthe Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured Parties, pursuant to which the Borrower will grant a security interest in (and pledge and assign as applicable) substantially all of its personal property to secure the Secured Obligations; (ii) a promissory note executed by the Borrower in favor of each Lender requesting a promissory note (collectively, the "Notes"); (iii) mortgages (such mortgage to contain a confession of judgement, waivers of delay and appraisement, consent to executory process, and other Louisiana security clauses) and deeds of trust in favor ofthe Administrative Agent, for the ratable benefit of the Secured Parties, that will encumber the oil and gas properties and other real property interests of the Borrower, to secure the Secured Obligations (collectively, the "Initial Mortgages") and (iv) a Depositary Account Control Agreement, pursuant to which the Administrative Agent will perfect its security interest in certain of the Borrower's deposit accounts (the "Depositary Account Control Agreement), [. ••]

WHEREAS, drafts of the Credit Agreement, the Pledge and Security Agreement, the Notes, the Initial Mortgages and the Depositary Account Control Agreement have been provided to the Borrower GP;

[ . . . ]

WHEREAS, it is a requirement under the Credit Agreement that the Borrower, from time to time after the closing of the Term Loan Facility, execute certain mortgages (such mortgage to contain a confession of judgement, waivers of delay and appraisement, consent to executory process, and other Louisiana security clauses) and deeds of trust, or amendments or supplements to the Initial Mortgages, that will encumber additional oil and gas properties and other real property interests ofthe Borrower (collectively, the "Additional Mortgages''');

WHEREAS, in connection with the Credit Agreement, the Pledge and Security Agreement, the Notes, the Initial Mortgages, the Depositary Account Control Agreement, the Pledge Agreement, the Additional Mortgages and the other Loan Documents, the Borrower and the Pledgors may each be required, from time to time, to (i) enter into and/or deliver powers of attorney, stock powers, pledge agreements, guarantees, intercreditor agreements, subordination agreements, control agreements, grants, deeds, deeds of trust, mortgages, financing statements, assignments, fee letters, consents, certifications, confirmations, notices, affidavits, waivers,

amendments, restatements, addenda, and such other instruments, agreements or documents (collectively, the "Related Documents" and, together with the Credit Agreement, the Pledge and Security Agreement, the Notes, the Initial Mortgages, the Depositary Account Control Agreement, the Pledge Agreement, the Additional Mortgages and each other Loan Document, the "Transaction Documents") and (ii) take such other actions as may be necessary, convenient, advisable or appropriate to consummate the transactions contemplated by the Transaction Documents (such actions, the "Related Actions");

WHEREAS, the Borrower desires to enter into each of the Transaction Documents to which it is a party, to consummate the transactions contemplated thereby and to take any Related Actions, and the Borrower GP believes that it is advisable and in the best interest of the Borrower that it enter into such Transaction Documents, consummate such transactions and take such Related Actions; and

[.••I

NOW, THEREFORE, BE IT RESOLVED, that each ofthe Borrower GP, Pledgor I GP and Pledgor I I Sole Member hereby authorizes the Borrower, Pledgor I and Pledgor n, respectively, to (i) enter into, execute and deliver, and perform its obligations under, each of the Transaction Documents to which such Company is a party (and any and all amendments, amendments and restatements, supplements and/or other modifications thereto), (ii) consummate the transactions contemplated by each Transaction Document to which such Company is a party and (iii) take any Related Actions;

RESOLVED FURTHER, that [ . . . ] the Borrower's granting of liens on, and security interests in, substantially all of its personal property and its oil and gas properties and other real property interests, in each case, as contemplated by [ . . . ] the Initial Mortgages, the Additional Mortgages and the other Loan Documents, are hereby authorized and approved in all respects;

RESOLVED FURTHER, that all of the terms, provisions and conditions included or to be included in the foregoing described documents are hereby ratified and approved in all respects, and the Chief Financial Officer and each Vice President of each Company (each, an "Authonzed Person" and, collectively, the "Authorized Persons") are hereby severally authorized and directed, in the name and on behalf of such Company, to (i) execute and deliver, and perform the obligations of such Company under, each Transaction Document to which such Company is a party, including any and all amendments, amendments and restatements, supplements and/or other modifications to each such Transaction Document, in such forms as such Authorized Person executing and delivering the same may in his, her, or their sole and absolute discretion approve, such approval to be conclusively evidenced by his, her, or their execution and delivery thereof and (ii) take all Related Actions;

RESOLVED FURTHER, that the Authorized Persons (in their capacity as officers ofthe Borrower) are hereby severally authorized to request from the Administrative Agent, on behalf and as an act of the Borrower, from time to time and in such amounts as such Authorized Person considers necessary and desirable for the Borrower, advances of funds in accordance with the Credit Agreement;

A-10

RESOLVED FURTHER, that the Authorized Persons (in their capacity as officers ofthe Borrower) are hereby severally authorized from time to time to make, on behalf and as an act of the Borrower, interest rate elections as contemplated in the Credit Agreement;

Miscellaneous

RESOLVED FURTHER, that the execution by any Authorized Person of any document authorized by these Resolutions or any document executed in the accomplishment of any action or actions so authorized, is (or will become upon delivery) the enforceable and binding act and obligation of the applicable Company without the necessity of the signature or attestation of any other Authorized Person or the affixing of any seal;

[ , . . ]

RESOLVED FURTHER, that the Authorized Persons and the Secretary of each of the Companies, as applicable, are hereby authorized and directed to certify these Resolutions to the Administrative Agent and any Lender;

RESOLVED FURTHER, that each Company, as applicable, is hereby authorized to pay all fees, expenses and amounts incurred in connection with the transactions approved in any or all of these Resolutions, and all transactions related thereto, and any Authorized Person be, and each of them hereby is, authorized, empowered and directed to make such payments as such Authorized Person may deem necessary, advisable or appropriate, and the making of such payments shall constitute conclusive evidence of such Authorized Person's determination and approval of the necessity, appropriateness or advisability thereof;

. RESOLVED FURTHER, that the Authorized Persons are hereby authorized and directed in the name of and on behalf of each Company to do or cause to be done any and all further acts which they may from time to time consider necessary, advisable or appropriate to carry out the purpose and intent of the foregoing Resolutions or to facilitate the each Company's continuing relationship with the Administrative Agent and the Lenders; and

RESOLVED FURTHER, that these Resolutions may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same set of Resolutions. Delivery of an executed counterpart of these Resolutions by facsimile transmission or an electronic transmission of a PDF copy thereof shall be effective as a manually signed original.

£...]

A - l l

EXHIBIT A

ATTACHED TO AND MADE A PART OF ACT OF MORTGAGE, ASSIGNMENT OF PRODUCTION,

SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT

DEFINITIONS:

1. The terms used in Exhibit A have the same meaning as defined in the Mortgage.

2. The term "working interesf or abbreviation "WI" as used herein means (a) when applied to individual leases, the undivided interest owned by Mortgagor in the leasehold estate, out of which are paid Mortgagor's share of (i) all costs of drilling, completing, equipping and operating a well or wells, and (ii) all royalties, overriding royalties, production payments and other interests in or measured by production, and (b) when applied to leases described as unitized or pooled, the undivided interest owned by Mortgagor and out of which is paid all costs of drilling, completing, equipping and operating a well or wells producing oil and gas, or either of them, from the portions of the leases so unitized or pooled. The term "net revenue interest' or abbreviation "NRI" as used herein means that portion of oil and gas (or oil only, or gas only, where so limited herem) produced from the respective properties herein described to which Mortgagor is entitled after deduction of all royalties, overriding royalties, production payments and other interests in or measured by production which are borne by Mortgagor.

3. The term "Permitted Liens" shall mean (i) Liens permitted under Section 8.01 pf the Credit Agreement; and (ii) the specific exceptions and encumbrances affecting each of the Mortgaged Properties as described in this Exhibit A INSOFAR ONLY as said exceptions and encumbrances are valid and subsisting and are enforceable against the particular Lease, Mineral Rights, Wells or Easements which is made subject to said exceptions and encumbrances.

4. With respect to the descriptions of each of the Mortgaged Properties, if the description requires, such description may continue on several successive pages of each Part of Exhibit A. Certain property descriptions are in abbreviated form as to Sections, Townships and Ranges. In such descriptions the following terms may be abbreviated as follows:

Northwest Quarter-NW, NWM or NW1/4;

Southwest Quarter-SW, SW/4 or SW1/4;

Southeast Quarter-SE, SEM or SEl/4;

Northeast Quarter-NE, NE/4 or NE1/4;

North Half-N/2 or Nl/2;

South Half-S/2 or Sl/2;

East Half-E/2 or El/2; and

West Half-W/2 or Wl/2.

The applicable Section, Township and Range may be identified by a series of three numbers, each separated by a dash, with the first number being the Section number, the second number being the Township number and the third number being the Range number. The Township and Range numbers are followed by an N, S, E or W to indicate whether the Township or Range is North, South, East or West, respectively. In some instances, the Section number may be stated by itself and not in conjunction with a series of dashed numbers representing the appropriate Township and Range, e.g., the description "N/2 14, SESW 21-29N-8W" means "North one-half of Section 14 and Southeast quarter of Southwest quarter of Section 21, all in Township 29 North, Range 8 West."

costs of drilling, completing and equipping a well or wells plus costs of operating the well or wells during the recoupment period.

2. The abbreviation "APO" or the term "after payout as used herein means that the figure next to which this abbreviation appears represents Mortgagor's net income interest after the point in time when the operator ofthe well or wells situated on the described property has recovered from production from that well or those wells all costs as specified in underlying farmout assignments or other documents in the chain of title, usually including costs of drilling, completing and equipping a well or wells plus costs of operating the well or wells during the recoupment period.

EXHIBIT A

Conveyance of Term Overriding Royalty Interest dated effective September 1, 2016, from Arena Energy, LP, Arena Offshore I , LP, Arena Offshore II, LP, Arena Offshore III, LP and Arena Exploration, LLC, as Assignors to Arena Gulf Holdings, L.P., as Assignee (pursuant to which the Assignors granted an overriding royalty interest to Assignee) recorded in the applicable public records as follows:

Parish/Countv/State File Date File Number Book/Paee BOEM 10-12-16 Cameron/Louisiana 10-5-16 339604 Iberia/Louisiana 10-4-16 2016-00009578 1612/446 Jefferson/Louisiana 10-4-16 11645824 3378/492 Lafourche/Louisiana 10-4-16 1227520 2049/677 Plaquemines/Louisiana 10-4-16 2016-00004066 1366/738 St. Mary/Louisiana 10-5-16 326143 343/268 Terrebonne/Louisiana 10-4-16 1517734 2475/484 Vermilion/Louisiana 10-4-16 2016009521-CO Calhoun/Texas 10-3-16 149441 Chambers/Texas 10-3-16 116185 1686/362 Jefferson/Texas 10-3-16 2016030976 Matagorda/Texas 10-3-16 2016-5346

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\Yd<sbdMp<lr1hatiK..lSaodf«cefit.L.RCSaD"d)l „ 1 6SJ6667%


Record Trtte - Ali af sa ofBlock 314. Eugeoe Waed A m , Soutti Addltfcn Wells Id I t KB Sand sa.DOKXW 7 1 ^ 7 7 %



Wdlsmf tEBSiod ' ' S8.000<»% ; wjann" ' M i l Bngeae Islaod

3 M Record Trtte

- Ali af sa ofBlock 314. Eugeoe Waed A m , Soutti Addltfcn

- VellsinF'EBSand



WdbhitRQSaod • - : , ?&mm".. v - ' -=!3SS66«' " r

*With reîeeE CD ash Lesse on this Property Exhibit whose Watnmtcd Net Rcyctiue Imasst Is raaikcd wiih.an asterisk, there arc cina.in diquoa jnul depth iniervals within such Lease that have a shghtb-lrsser -WanastoJ N « Revenue Imeres. As tD each such Lease, tnsofai ûi on!y ins«aras it coven the aKquots snd depth intervals fterein i s described OQ Addemltiin I to this Property Exhibit, the sUUed Wanmled Net Roveime Interest sfo31 be reduced by five pereemt <S%) times the Wananted Woftins Inteiwt»hown fbr S U M Lesse on this ptopety BtM&it, and as so radiwed. ft sh«il be ih* "Wanamed Net Rjsvem^: inwe t " insofiir^s such Lease coveis die aliquots and depth iotervals thexctn described on Addendmii 1, • -

Pasi 'otlS

Froperity Bsbtbtt - • . . . . . . . .

ABtAOfMAOO *Ata5H*W.'

ocs*. ' Interest

, T M * . . DeiciipSoa JJiroportSes

' Wiirtwid' '" Nit

Bern

nv. Bsmd-nfe A I ofsaofBlodcai^ZaeaulslaodAm.SooaAiiafioQ BIJISA-laodAr? Sdjcooow ;

31S I3 i l «AJ3ST J.EX105* '

320 UeosttlTtlls AH of aodt3ZO, Eojou Ssfaid Ara.S«iA Addi6ro AUTRHS 1 OOOOOK

324 AS o{Blocfc3Z4, EocmbUad A m , So«<» AMWiii Atwdls SS.OOOOlrti TO.6I50IK*

Eoemllbad BKOtdTiOe AJEoC BJocfcSJS, B«e»el3bnt Ano, S«oSiAddh!Mr i .An-wds"

AItinlb(e>«]«w<lbio 1-1 RB, 1-1 RB, PRE aad UBCSipdj

EaBCKlAMj 332

BamdHHt AII«fBlock335, E^«.l i tM!d Ara,Sood.AdikSoa WoBlteHJlBSarf

EaBCKlAMj 332 WtUs&IZRSSizd •J1J«3!HK ,

W e a » l o F J » W ;. 32>lS5l* •

: wabioLRCSua .. ^ • SK.Maoo» niBS«6% 1

BoajriTMe ABITKOOCSSS, B«g«- W»ad A m , SuXh AddlSra AIl-«ltt

an EngeacEsbod 3 » S l ^ N W « ; S i W l S ^ S i < t i t n m ^ 4 o f H i i c k 3 3 i B ^ l * o d A j « i s ^ •

' . M f i i ^ f r i « & t W f ^ ^ f t , i l . « W > * * » AJI-wtfll

^ .. . . •»4.1M«75t

! AaofEloctL3J9,Sogo«I«aB<tATcj,So^tflAddMoo AU-wdb ssiomo<B;' : 74.T««S7W ^

All.Ynll»a!m«i:Et3»iM;SS*'.S*otdSl»i.S»d.. SSflOQOBR 1««d«!H

SIS3SK3' SJUOOdS. : ..•K>6!S<7«

231* 339

OpcrathlsKigfcn: JUI«fBI«*^S^c=I todATo,So iAAddhiM, l r ea« l« to>f todoW*l l t . «» '

TVBSS 74J«67U

• All«dk45aa'Gc>Sltid

ADmasOixraasuKi wjooooa T<Jll«<7«

3(314 ' BaBewiaii ir 340 Record-na.. An oCB«o<i340, Encaie Idud Ana. Sw* AddKon ' AOIMJIS . 98.00055% n 7S42SC0K

Bteck lateral

Net

.JetatestL. .

29H EugtaeUIaEad AI1afBliidi341,ButcBeblagdArE3, SoxtftAddjtum Kdb esxxptaztitaarexrJii 1N£

EutemitlMd AB etBiockMS, EUscmlSIaKt SoBb AilBtiia-

9! 00050% i

Es^neMmd 350

/IB of Hfcck ISO. Eaixoe IjUnd A I M , Swab A4dM«c Allirdk 7»,saoo»

3SJ Bonn)-Rile AaoISb<U»,^«IdiiiidA>n,So<iitiAd<l>doo A 1 M I ;

OudfcieSS ôctnirdle . All of Block J5, Gwol UeAttO • I t . - ••'

9S.an»S5t .

Higk Istooo' vt ' S4t

All otfiloekS, Craad li^t A m

AnofHodcAit«.Hi e t >Mu>aAra, Soutb Add Koo

- ' JTrBSfelood

A « 7 Ait 0fBlo*A4<? T ^s» IslBad Arts, Soodi AddlBos

9l!.Wi)011«. 73J3SI4%

.MaioPasslIl AS ofBlock U l , NUoFanAKO

3 1 «

BwdTt f t t ; AB ofBlock UO, Mrtl PossArol

O^ndosSCtMs

AD t t S t d c m , Mote Pass Aro . JKSOFAK AND OMLY INSOFAR as sa'd opMifio": iîbts pertato ta all depths tpm sotSioo to aad TOch^vtMOO' SSTV»

Alfof Btodt IZO, Maia Tass Ajaa, rUSOTAX AKD ONLY WSOFAft AS «aid leaaa toiote md a&cttde(iai Mow SiWHC SSTVD

55.1 MOOS

AD oC BMt B l , Mido Bus Area

MafeFanW AH oTBtodc U l , M i d Saa Area. 7>Ê5\RAOT tt«bFAB.«B cod oneafia^ • ri^^rfroo:lWIW^.Wq«S0)f0iP;'TVI>

fT tKKMW

RcootdTKla NO; VVStl; ?«KS«SE«»fBfaek EU. Nfcti. PassArea

AS of Bloell U3, Maa Par Ana

MfcoTWoct 113, M»o Pass Area, rma ttesorfaoa to tflO- bdow.«KSt>a%iapiic OptrafioglUtbts (i!<iTOl<i7i r(be<lctj>tst drilled and loafaf f t r f TY£J» la da Hat.l>lt Oil

W.tBOSOK

Block lotenol

Tn* ,. , DescrffdHW . Block lotenol

Tn* ,. , DescrffdHW . Waridat

H« :" Knwae

W m a t . .

• BocrdTOt' KO; WISfl rfBloek 205, Mafo PiSlAro, Soma and Ent Aîtkn, ;

93,WTVt>»b»3 . .

ABirdb t tMMMk 7.0.62SM4

• "33111 • ' MabPjBZW Recotd Tiffe

SB.SQ trf Blodi JOS, Mate Pas Ans, Soodi n d Bast AddBfea, OCS Lcnim Map L ^ i o t o l Mop Mo. IDA, 1KS0FAK AND ONLV INSOFAR a i jaH tost mw'oal d^rinftottt sorfiBcola TVP subsa

AB«e<b

*

S7.6O0«»t

. rass

RMOPdTUo PUJi NnSW4rJ«2SW/4SW»efB<oc(t23<.Maio Pm Ana, Soulkaad EauAddKMl

AJl-^B. SlutddOOK . rass

ypcraRUtjtJ&^sis K f t NOSW«; aoi SW«SW«rfBto«ka^ M»ii Pais Ana, Soutb i Esse

AddWoo, OCS Offioal teasias Maft LooisiKM No. MAtfUSaFARANXmy IKSOPAK as saa) tease covercaB depdaftooi aarfccea^^Sy TW>aj*sea

AJl-^B. SlutddOOK

1041 CaorodWi ;• R m d Tifle All a f B b A i n , Musteippi Coryim ' AB-efc

wm. CiayMSOO JbcoriTille AJ5 of Blo*«9Q, MlasSoppi Caiooo All m i t i2J250QW '

MSI SootMmfcJS R«nrd Tirt* AH or Black», Seift Manli Area AHWCBS •' wxexm 77J(6J0O!4

342*1 Ses* .«.«!* 3« ! Becontroe AtlofBIo*3a,SortiM»rtbArai . ABiratti *t.wm>n TljSSSOOK

M M

RecmlTUe IWWraiM of Stock W.S«db Mar* Waod Are* Soo* Addrcoo

Allwelb 4O.0O000» M M raVj*«rA*4, BioekTS. ooott Mar* bfaod Ana, Sana Addition, fnno Basttrfaceof AecatA dm ' l a aodbcladaj SHWo-TVO

Allwelb 4O.0O000»

14878 Soal tHmi

132

ReeoBflWe AB af Block 1*2, Soo* Mar* Waod A«a, Snrttl AddJftw

All weOs ' «7oMT% 14878 Soal tHmi

132 e^mmBEWoflBockl^Soo«MaiabIslaadA».&n«Addidoii.ftoiltaat6<<i>

All weOs ' «7oMT%

Ml-W ' Sooft*MiT4 RecOriXiOe AS of Bt«* 74, Soatb PaafJlm, Soafc aot &st Addhno AOwds ':" twdsss*

sess ScolbraaSZ Un ofBlocMZ, Soatt Paw Ajaa. Eouft n d EastAddS&m, freai the silri«w oOiecaidl ' <to«o to ftertrafipapkfc eoaSalmr of I4,S«r. os Sdtotffloi oa tilt dertric lot t f Ac

HHP OptratfceOnopaeyOC&C 5SSS WrONo. 3, (*u IBO' ABlrells MOOOOlBS 7i846S6?4

asi • AB of Block«.S»olti Pass A I M , Sootlt n d EastAddidm AUweOi MC-MOIW T l i i i l f l j t t

?«e 'o f I i

i t

W o *

Noi Rcrflone

SEH NWWj SW« }<W4 rfBI«l(25, Soott Ptlto Ara, fcoibd as to 0<pDa ftm lie so'tieaofilieauthdsini to tlK deepest dejiH drilled iofteOCS^lASSJBlSTJ, beaig XSja tat oieasarcd dtptti ossceon tfea tats 6>roodi'«ll and ittstaagnftlc

oFdaafcat rfas 100 feet nisissm on, «ssna, JA i

vss S«nttPW»2«

SEN SWM; SWrt SWfSa WWW SE/4; SET* NEW SSW OfBlock 3* Soalfc Peto A i * , i r f fwaer EdHedai tedetKtB »«o tkeawfceaf die eartb derateidnotli af l iMO! rVD. Mag tbe decpasc dqok drtari ia dm OCS« («35 Ra j STH GPO] Wrfliodft! n,25455X02 GAS

SWWOTM SWM; M l NS* SWM; ?a2 f W A SS« of BlecSt2S, Saudi Pdlo A t t frtta BiCclocficeirftlârthdo^.toaclÔflWIJ' MI)b«il>6ditd«epe!rdcptll dnfedl. BjeOCSC 14SISM<LC1VU,aad hxSK3lfenp!fc<Walcsd|&s

S2 SW/d NEH afBMdcZS. Saeft Wto Ara , EmBid ta depdis bdwdiedepfil"! TS^VT MD, Was lbe,dMt»r dqdb <WBad«i4e OCS-ft W535JB1 STit WtH.aod Us ilrii4n^>i.uttlhalc>L)te UO' domrUlMI? MS, I r a s tfa dcepeddeptt t m r t t n

dK <KSG ItejS NcJ! Wdl*»i i i j straderajJac opAidoibpte KPT

PLZSA-JSm

91JM5005*

S o o * ttalnflSer: . SLWaueurf Block 30, SbadtlfedaBer Ara IMtSaod 1134121%

3*37 s ia BUds 30 aad 31, Sooti TtatalEtr Area DJSaod

Bawd Tide Ad of KoekSS, Sodfll Tfeol

M 3 t 'Souil>Tli>luIie£. tS

.Mip««;»sit»d iodeplttf ^sinfpaiAlc.«u£ul<«'oribei<ô< WSiwrmf

i s m r i o j t e r t a ^ ' p M e ^ f c ^ r o f Y o o ^ ^ • a i . - - * . - ' ^ . f W ^ ^ c ^ t i e q ^ l a W l t n j o i v o t t f e i Soofl(T?i»âBit"Sil

.«.O30O0»

4t.«»llW 3*51000%

PiSs*or)5

.... OCSG Bte* Isfenst Type 0es*rfj)6t>d .... OCSG Bte*

Isfenst Type 0es*rfj)6t>d tabnat

^ C t ' l u M Het

«» S.«1i Timhalier U

aecorintfa ADotBtoitSd.Sootb'nieliaSerAm • AH vela ! »L2S«72S»

«» S.«1i Timhalier U

pptnt&ieftieiits mw»3^[*Ti»WJor .^ ,mSOTARAND01«.YINSOTARfa ( t tHWHmM. lip^tadtptfaftCTntiie^^g^piiteooHalÔfebeiogoCtbcI^Sairfas d ^ i l t w f attIt^WMBai meSoutk W>ifa -Blod l JSOCS-G333<TVeUô-B-t j ^ . ' i l ie auet^taylifc opdratottrfioe' bebw ISSne- MD osfciioioa ttcArnQ-Dtdwltui laacernpileSoale Cooponalol Keufnn lâfdieSoaftTTSbafierBhaK iS'0C£C2SI<Wdirto;J,-

AB^db 4i.0.l»a»4 35.1139131 .

.Sorf. rack, tier 37

I W d U O e ra;u»nl,)M; itUJ3eJWUsU<: MaNWWWJ/toi tsuncî, somn naunnerjuaa ;

(CSaen^

AII wits (eacqitsrjroa, c-io, ca> 81J2339K



(CSaen^ 3X3708 1 91(100110.% SUdZOlK ;



(CSaen^

SISTC-M


I W d U O e

ST 37 C-7 W.001W!i ,


OpandafECgbts NE1WIEW4.- EWSEWMEU^ KlfllWlHNEW ofBtodc 31, Seotti TuaHBer Area, is to^B dae&s l a a I t f i m f a t total verfcal *pd> mlsaa dne tt tatai.«>fe» AJwelb !]J333S7«

:• (S7J26S7K .


BocotdTid* Soatb TtrntoKa Atea (OJTSacra)

• AB xdfe (exo«pl ?r37 J-7, M ST 1) SS.00000!* ( -: tV2>a39% '.



•SrJTJ.7 SMOOOTi*. Ma71«S«



STSTWSII . ttOOOOOK

SUaWlMNn/dj SWlflNfiW; WinSEl/INEWt (Wl^t; SW1«; SEIrt at Bta* 37, Igmtl, TliBliaateAiea, as ta ad depfliS Own MfiOO f a i totalwrtcal d^lb stllaea daxn

B 53HV9 fccttotal «r6tal dtp* sofee*. ' Allwlls t*jS6$6SK "'! 53i3SI754

- W a respect n eact Lesse ro tlws Prcpeity ExMiitwfcMeWarroiiM TStcJRennue laterasc is mKtolwUli ea enurt*. there ace certsie sltyucts md dejnli hrtervats-wrttila sad) l o s e rtat ta»e« stigbttr leswr-Wurttted Net .-Kevome bncnsc A*to eat* sued Lease, ustrfiurbexaabr ioSMbrasit coven felSnuotsaia depth tatamis ttcnio as described oa Addendum!*) OrisPreyertr&Utlft, tlostJtisd Watraoted NetBevetiuelotcieststedJ be -

rrdowd by Cve percent ( S V ^ HITWS Warmalrd \Vailfl»5 latercstabcin) for-socO .Leal* ca (SisFrepert* Krijibit. epd asso lednctd, Jt.SbaII be tbe "WatT^m«lNelRrv«iu« I n i c m i ' iascrfar a5 s*jch bc^j^ CCVMS thx aCtqooB , aaddWitiloli^KtfcendodcsaTiiedoÂdaeadatnU . .

RiSCSofiS

Block.

'Woimtat

.bfcrat

Met

Sooth Tratafer. 37

ISSLWamo of Hockjn, SoaUi t J aMcr Aia> Aflmi l} io B4«xr SOBS-P.OOO'TVD STJT/tSH ttst 9S.0ffl)IXW,

SooiiToalnlkr 38

PMorSTrtii: AIofBtook^Soaft'nBltdSerAioo A«l7»«*

Sou tfi TiBtlnlKfi. t f a t P o n i < n e r s l o o k 5 I , ' S o i i t k : b ^ ^ i a ^ b txrah XamlT

Sovt AU ofJBodtSa, Soofli Umbriicr Ana

- - ' n . " ^

ABofBlodtC^Soallirn. AO ndb ( B a r d Title N H Vories)

AS-Mb lo 4P47.IS3 acts ETO SS.O0l)0O!4

AH irelh 4-347.153 aere! AJO

SoalbliBiiAllix US QpcratiocS&itt

AU orsrii8,5oodi'aot>aBerArea1ftotol«>e=<ifiee (tamo toaolhciad^; TSAW TVUSS-

AttefST BS, Soatb TraWBer Area, beTne JS,U(rir IVDSS

All Kell2la3a£3«aen9 APO tuaccrx. .:,

All *re2b to 306.1* acres APO

AD « » «l3334Z « « * 733001)9%

All wdls tellWracns 9t (msOK TIS200W

Retort Tide Al! ef Bloclt US, SoafttlmbaSerAna ABnae* (R=:otdTJtleMa Varna) 9J.03COOK '

SootbrtaiMlfr US

OpentiOclUgte

, « - ~ -i. • ." 1 . ' " • AU o f S f l M , Sma TJiotnRej- Area, ftro tie surbc* doira to aoj indodli^TiWW

TVDSS.

ADafSTm, Soatb Tiotlaliac Atea, Wow iSÔO1 TVBSS AUwtUiWaBPO . ?8.00(IOBh •••• u xmsev.

AH-mastvaATO 73^»<K«

PstalOoflS

, ocs* Block lotcnst

, ' Deseriptfoa •

ABfjiorMAOfitAOfJ+AlX "

, ocs* Block lotcnst

, ' Deseriptfoa •

Wanaattd

i o t m t

r "Waoaolor

! Uiaresl

456 SotsltiToiiIuIicr.

Retort TWe AS oTBbdc 139, Swtk K H t i l k r A m

ASwelb

r

S8.000IWJ4 456

SotsltiToiiIuIicr. OEettSiifRietrai

All of ST 130, SnrthTuohifitr ArtJ. fV«n tteiwfMtilKmMsalieetaSiicJiOOO' .' TVPSS.

AB ofST 130, Soodi TorfatierAiea, Mow l & m ' TVBSS

ASwelb

r

S8.000IWJ4

Sort-Tknbalfer B I •

A3 cfBWck I3L Soott TiiolalirrAiea

A a » * t

! i

9S.OOO0O% StLdMOWl Sort-Tknbalfer

B I • OitotioeB sw

Cntnctml •

AOofSrU1>SootJrIlmtaBÂrcs.frOQtt«ittreoodoi™[oi»d">o«tinf«cI*00»' .

rma..

AB ot ST 13t, Somll HoitaBer Ato, bdow ISfiW TVDSS

A a » * t

! i

9S.OOO0O% StLdMOWl

*a SoolilmlaliaS

IJ4

" ~ Ml dt aio*'lJ4.Sootlj TrafasBer Ara AU»rfIs<R««irfTfli»T<MVari«J 9S.(B)00W1 7232000%

*a SoolilmlaliaS

IJ4 OpetufesBlgbQ

AD ofST 13*. Sood Tio>bl!crAre*,&e>o diesiren doira to udbdadheZS.eoir' TVDSS.

.41! of ST 131, Soutt, t!m W k r A m , t«lowl5,0«r -nDSS -

Ai-wBiEa 9S.<IOtl(»%. ! .. -*a

SoolilmlaliaS IJ4

OpetufesBlgbQ


.41! of ST 131, Soutt, t!m W k r A m , t«lowl5,0«r -nDSS - ABirelljWQBKI 9SJ»I>}t»0 80d86«» ^

*a SoolilmlaliaS

IJ4 OpetufesBlgbQ


.41! of ST 131, Soutt, t!m W k r A m , t«lowl5,0«r -nDSS -

• ssjuma . ^ ....

« 2 Sooft l i m M c t

(35

KeaidtJtle '' A9rfH«cfcI3%S»e47falalicrAna AS writ Eeeortl TKIe rcM'Vjria) stoocwm. ' 7133000* : .


(35 OpmtlagEUjfits

All <rfST 135, Sorfi Tho baiter Ano. f hm tbeMrlwdowo to wd Indodio j i s ^ M ' " TVDSS.

AU«dk b 4^MLMT acrec SFO JtOOOOOW r'J*"'*" " * « 2

Sooft l i m M c t (35

OpmtlagEUjfits All OfST BS.SeWk'IioUiaBirArtO, WwIilKKrTVBSS All infeb«M&tt7A?0 wjooomt ' isanoow


(35 OpmtlagEUjfits

VS.00O0M .' 77<SK10tt

Pap M o f l S

' " " • ' . • -•*»U^t*o« ' i«b r»*AEe

Node . latmst

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WMnaEfld •Wcridas

. .'atensf

i • -warfwar' -. Nal

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' ' BrtffSTiflo * EC of Btodi l-M, Sooftthctttr ATO t

1381 iSo r t iT ioMtr

W i t e ^ ^ l W l M S E ^ p i J t S i a S ^ ^ W S S f f V W f l E I ^

ti<»^'A<«v'rftuî|ife<o.js^

NliZNEMSElMt SEI«NE1«SEU4,- and EUtSEJMSElM atSUxk Ma, Sou* Thabalfcr A M , fron rJ.Tn'TVDSS to 95^W TVDSS

ADwtto

K«onITWe . All nfKMrlSl . SouttiTiiolwBeTAn* ' ""

*a GwHi ISnlaEu'

ia. OpenHrnttlitfccs

1 Afl of ST IStSwtt, TimbjlitrAâ, from Bwrfeo; rfctto i» juid HrfaaÎS.OW TVDSS.

JLVrttOsBPO K1.000110*

Attof ST 1SJ, Sortb ruoboEcr A m . l«lo« M,0<10" TVDSS AllWbATO ÎSKlWt i

Allof Bb*JS2, Somli TltoWiof Art* AIlanlIs(SeooidXldeIataislVaiita) i

^MtOTTaterw 152

AS ofST l i l , Soo* Tm&ritr Art*, ftom tWurfaa Ooim Oi and IiichiSlieSSJOO' TYDSS. AUtretoBI " SSJWOIHW

ppentfocSieMs AS .fST IS2, Soo* TooliaiiB' Ajaa, OdoH ISff lT TVDSS Alatdl! WaBFO

ppentfocSieMs

• At-odUWAPO;

J O f o l l o f l S

Hlacfc

«tAopit*«y-w<)r»tABl,_

Met

AB of W o A l f t , Sor fkUei imier A n Anwdb

Sooth •nodaaler'

SWA) SW/^ SKM NW/l SW/4; SWJ4 KEWSWM; VMSErtSW/tefBloekljSl, Soo« I M a l i e r A n i , l ien Ueûrfacedmn te u i bidatiagibtitnx^nplictqmniM of

T ^ n teetTVn, as neonrad o die OCS-G n«S 0-7 WeB

S^SW»NE^mrW«SEMofBlo*Ml,SooaT>a>tîei-Ar^lIOTFAfeAWl ONLY INSOEAEI.es the Mwe wros dopAs fiets ittesecfiRe ef *e eailfa dom to a depfr «^4^nef-Tfi)e1fet)ioI Degtb, ^8 ; Ibe deepest dopat diiHod fa Ae OCS

llI145}<Âia SIS vVin, Md initmigripldc ^nhalrat pte I to ftet

SO HW« NSK; HO SW* KB*; SW/4 NEH N M ; SB« HEM; NS NEW SW* of Mock ! « , Soutli TttotalfcrAra. JNSOFAR AftD OM.V INSOFAR as Hi* Lease arms

defns fro in Ite mrtice of tie eai* dnw to a d«Edl of d m Oaasaid, m baaAW. dia^nbe fcorCIUar) Tro. Verfeal deptb. Odoe d»d««pest daptt Jc^td <o lie OCS G01248KoiC-7ST4 Wdl,oM Its Beadgiarfeeqomfattpta otehaodrad (160) fi«

»IL00!1W«...

11 «64M«

34S41I AB BJocfc 17*; Soatt TwUiErAtea

WtoKt rTO All cdSlacktT^SoutkTiodiaeer Area, friiasat&ce dom »ao4i»do<llnllSJ300-

TVDSS

7?.«isiKW

AccotdTMe . Afl tfBloddTI, S«dt TmtailerAra Sootli

THrobalfcrm OpemdoE All ofBlock 177, Soutli ToobaEer Ana, from mfice dtwo lo aailodmtTBJ ZO OD'

Smuti liaMkrm

Real td Titk AU-ofEbekraS.S^-XieitcfcrAtl

OparadagRiglis AU of »odkl«8.Sood>TioitFafcr Acra, fraeiaorCace Ann, to aodioChiaii(30J)(«r

AHwlb

Pie: is o?"

OCS-G

Interest

TTPC. .. - . .

s . . AE)Mj0n4AO

OCS-G

Interest

TTPC. .. - . .

• tVarrmd . Woitdajt Kdwrt ....

Net Rirehaa Idieaim . ,

137J

' B«c*o«TiOe AU ef Bloek I t ) , S«rtli TiataSor Ajei

AJtuelh 137J

OterarfcgKijStr

AllofBtocklS^SoittTrabariTrAret, fnMwtjoedowuniiiJiodadiojZS.Oar ' TVDSS

AJtuelh

2159Z SeoinJTftfc AB efFlsekTl, Vemliw Area A l v d k 9S.0M<H» 77.1!eS7»

msi OpetaflagM^* < ^ o f «ockt2,V«rniI5ioAna,BtSOFABANDOPILYINSO?ARaat!ieteCT! Broetf-depftafraaitliesax&ea to U , W subsea tave-verticatde^!}.

JUlveSt •«,eii»ooi4 !0 00000%

HecenlTttfc ' Afl otBIodaiS, VeraHloo Ana AUWk \ TI.MJOOW

sssat ReCMdtrtta AU of BlodtIZi Vcrodboo Ana ABwOo MOOOOOH 77 64300%

M 2 « Ad oTBiocklCf, VenaHkai Area ABwO. 77l«5tl01b

ma V«mSM33S . BecorfTOa AB Of BkKkÎi, VeraSao Area Aa-atb JS 04000%

sun Verailiw34I fecxrtTtee ' AS a Btock34t, VenniSaa Area. Sotj* MS&oo Aflndls 4Klfl[X10J}1& B.MOOOU

33am Sennl-rac ADarefisAFO I zasMooK ;

33am Sennl-rac

! ' AanafcAPOZ . - 3.4<ai»».

34033 321 Rocarfrdle All ofBloekSU Wea Onoena Area, S.raii ASdHoo - AH cells SSOOOOMt <S.-J3S7j% .'

am West C* een*; .. . .

1 Rmmi'Iitle ' M of BIr>t±Se,WaHSm two« Arta, Soatb Addidm AllTodls 71U:.J73»

-- • . . • • •-. . 14341 Wet

ReeoadliSe

WCS44 A - i A i A-(.Ard, A-9 stoxiooy. 71J2S7iI4 • ... • V

14341 Wet

ReeoadliSe -WC 544 A - t d W Sod 1 • SWlMllM* .77,74aasi

pajeiacfiJ

Biodc Typt .. • Ocsc^pficm PAiper&s.-

i A»AOT«VAJOfjrtA01S»t»E5C.,..

Biodc Typt .. • Ocsc^pficm PAiper&s.-

Wamolcd WoriottJ iBtoeS^..

j W O T t i '

Wet Rewioe

-.. Interest

WcsCoiBcno:

KocanlTMe All-i«lb ssiiooaw

••WeflCuoerMi SM

nccoidTiflc AU of Block564, We« Camaw Area. S M 4 Aj)i«t« AUweltf

343«0 Recent Titfc AII'ofBlodtSa, West Beta Ara AIKnlb

OoemfinjIESl*

-

Souti, ItaB (SO) of Bloelt 131, West Driti Arco, Stoiti AAfittonllciiled *s4o ±ose tfeprta

WD133flSTl.£J >

; 42.11328%

OoemfinjIESl*

-

Souti, ItaB (SO) of Bloelt 131, West Driti Arco, Stoiti AAfittonllciiled *s4o ±ose tfeprta

WDI33FZ ' 3.00<IM% OoemfinjIESl* tbe total Oeptt. •triScd te l i t tfcwfiell E«(ilan*lo Comiiaoy- OCSO OUOS JfeW.' WDI33FZ ' 3.00<IM% OoemfinjIESl* tbe total Oeptt. •triScd te l i t tfcwfiell E«(ilan*lo Comiiaoy- OCSO OUOS JfeW.'

SS.KXUXHi

l>as:!5o--H

Addendum No. I to Property Exhibit

Block Name OCS Lease Seller Entity

1 FTo»pect Nataefs)

A!iquot(s)if Applicable

ORRI Depths At snd Below

- (Fcfttmss)... South timbalier 36 OCS-O 02624 CUSA CascadsST " " E2NWM; •

... m!2X&4. 17,000

Eugene Island 214 OCS-O 00977 ' CUSA' ' NlrVimaA • . SV4NWM:

15,&00

Bugene Island 229 OCS-G 05505 CUSA Citre m'fm/4; ' 1M00 ; Bugene Island 229 OCS-G 05505 CUSA

Radioheacl mm 18,700

Eugene Island 230 j , OCS-O 00979 CUSA

Beck

saw/*; msm;

• wfismm/d; ' WMSEM

14,300


Nirvana C -. -m-NBHt •

E/2smm4i 15,800


$t«.Y8lIey. r m$E/4 . 14,000

En gene-Island 231 i

• OCS'GODSSO CUSA .'

: Nirvana A m't; Nmsm

:1 15,'BOO . i



Nirvana B wnSM; . smm..

16,500


• OCS'GODSSO CUSA .' . Nirvana C msw/ii St2SnWf4

' 15,800 En gene-Island 231 i


StarValloy mHSWtt; snmi4;

SWMNmSWM; • SWM SWM SE/4

14,000

.. EiigmbTsiandim-. •: oâ omi .. cdsA . . Star Valley : Enmm4 f'l.OOO

Bugene Island 252 OCS-G 00983 CUSA Saaz , 'S/2 SM4; ' ' NWM SWM •

22^00

• Eugene Island 275 \ . . .

: OCS-O 24910 UNOCAI,

Mt.Ho.pl.. : : rnvm • 17500 ...

• Eugene Island 275 \ . . .

: OCS-O 24910 UNOCAI, Smi wh; •

wnm4; NW/4W4

22,200

Eugene iilapd 276 008-0 00989 : i UNOCAL Inonbus NE/4 SE/4;

m4NW4sm: msm sm; smsmsm

10,000 Eugene iilapd 276 008-0 00989 : i UNOCAL

. ML Hood MNWM ..' 17,500

Addendum No, 1 to Property Exliiblt

f BtooUNBine . OCS.Beas* ; Seller Entity." Proapect

.Napjefs) ABquot(s)if

... Applicable .

ORIU Depths At and Below , fFeet TVDSSL

,' .South TtmballM 36 ; OCS-Q 0262< CUSA • CwoadeST :• Bl NWM;

wnum 17,0(10

L EugenftUlnhdail . OCS-O 00977 CUSA Nirvana A '•WnswMNBfi; W/2 W/2.SW

. 15,800

Bugene Island 229 OCS-G 05505 CUSA Cltea '• "mmvM; '

, NWMNIU4; • n,m Bugene Island 229 OCS-G 05505 CUSA

N/2Nh. nm.. •

RjgenoMatid 230 OCS-O 00979 CUSA

S/l NWM/ ' N/2 SWM;

, W/2 SWM N m i . . N m 'SB/4 .

14,300


Nirvana C E/2NE/4i

msm NEW .N/2 HEM SB/4;

15,806


" Star Valley ' msm 14,000... v

Eugene Islond 231 OCS-O 00980 • CUSA

: Nirvana A " NB/4:. ' .NE/4Sm •

15,800

Eugene Islond 231 OCS-O 00980 • CUSA

1 Nirvana B w/zsm-, sE/4sm i6(5oo ;

Eugene Islond 231 OCS-O 00980 • CUSA Nirvana C mswMi SI} S/2 NW/4

15,800 Eugene Islond 231 OCS-O 00980 • CUSA

Slar Valley

NWM SWM: SnSW/4;

.SW/4 NE/4SW/4; SW/<SW./4:SS/4

14,000.

. Bufiene Island 237 Qq.S-O0"09Bl CUSA ' Star Valley • mmw4 14,0.00 '

Eugene Island 252 '" OCS-Q 00983 CUSA Saaz S/2 SWM; . NWM.SW/4 •

22,200

Eugene laland 275 OCS-G 24910 UNOCAL .'. Mt,«o6a :' • . • W-M4 17500

Eugene laland 275 OCS-G 24910 UNOCAL Saaz ; wn-, W/2 NE/4;

. NwMsS/4

22,200

Bogene Island 276 OCS-G 00989 UNOCAt Incubus

S/lNm; m4SB/4;

NE/4 NWM SE/4; N/2 sm SE/4! SE/4Sm.SS/4

19,000 Bogene Island 276 OCS-G 00989 UNOCAt

. Mf.Hood •: MNWM . " ' ,7,506

Chevron ASPA Assets

Exhibits A-X through A-4-

[see attached}

EXHIBIT A - LIST OF ASSETS

EXHIBIT A-l ~ ST DEEP PROPERTIES

The ASSETS:

TItcAftEiASiiiid t-.tUSfoSktnriiapi'i

Area/Block tease JJescrlption/ Acreage Depths

ReeordTHIe/ Operating

RteMs Interest. iOO.pOOOO I T

Net Revenue Interest*

Grand Isle Area, BJoelc

85 OCS-Q 34848

AU ofBlock 85, containing 4,539.i9 Bcre& more or Jess

•'"SoM Timbalier

Area, Block 130

Surfece dbwh'to and including

25,00.0' TVPSS

81.250.00%

30.00000% OR 24.37500%

82.33333'/4

OCS 0456 All of Block 130, oontaining 5,000

. acres more or less

100.00000% RT

All Blbi l31, containing 2,148.46 acreStjnpreipr leaa

.' Surface down to andincluding

..25,000'TVDSS 30.00000% OR 24.70000%

100.00000% RT, 82 33333%:

'K/2iSV//4i S/2 SE/4; m//4 SE/4 • of Block 131,

containirig 2,014.181 acres,

more ar.iess

Sur&ce down to and including

25.000* TVDSS 30.00000% OR 24.70000%

South Timbalier

Area, Blook 131

OCS 0457

NE/4 ofthe SEM of Block 131,

containing 134.279 acres more or less

Sur&ce down to 5>g94'. .TVPSS. From the top of the C-3 sand,

which depth is 7.452'feetMD

(5,994 feet TVD) to the deepest (tepih driWed, whioh depth is 8,297

feet MD (6,760 fad TVD), in well, OCS-G 5660 AA6 Snm Well

From 8,297 feet MD (6,760 feet

TVD) to 25,000'. TVDSS

30.00000% OR 24.70000%

7.50000% OR 6.17500%

30.00000% OR 24.7000%

Soulh Thn ani Eugsnu blsnd DlvsstmBnt • ASPA Exhibit A - Ust of Asuots Exewtlor Veaion

South Timbalier

Area, Bloclc 128

t

i OCS 0498

All of Blook m , • • containlflg 5,000 • acres, mofe or less

IOO .00000% RT. Varies j

South Timbalier

Area, Bloclc 128

t

i OCS 0498

AH'of Block" 12'B,". contafnltig

4,347.153 ecres, more or less; Less a

portiobofa400 acre tract and all of

a(540acrelr8ot .

"Surftce down to and incledtag :

25,000' TVDSS 30,00000% OR ;22.20000%1":

South Timbalier

Area, Bloclc 128

t

i OCS 0498

AH'of Block" 12'B,". contafnltig

4,347.153 ecres, more or less; Less a

portiobofa400 acre tract and all of

a(540acrelr8ot .

; AH depths below 25,000'

TVDSS j 100,00000% Wl ,.74.00000%' ''

South Timbalier

Area, Bloclc 128

t

i OCS 0498

Thatportion ofttot . 400 acres tract, • Blook 128,

Surftce down to and including

25,OOO'TVDSS/. ^ 30.00000% OR 22.50000% '

South Timbalier

Area, Bloclc 128

t

i OCS 0498

containing 333,82 ' aores, more or less, '

; located within the 640 acre tract

All depths below 25,000'

'TVDSS 100.00000% WI 75,00000% •

South Timbalier

Area, Bloclc 128

t

i OCS 0498

. That ptiftlon of that 400 acres tract.

Block 128, . oontaining 12.847 acres, more or less,'

. outside of the 640 • •. .'acretraot •

Surfecedownto and Including

25,000' TVDSS 30.00000% OR . 22,20000%

South Timbalier

Area, Bloclc 128

t

i OCS 0498

. That ptiftlon of that 400 acres tract.

Block 128, . oontaining 12.847 acres, more or less,'

. outside of the 640 • •. .'acretraot •

'• All depths 1 helow 25,000* •

TVDSS 100.00000% Wl. 74.00000% .

South Timbalier

Area, Bloclc 128

t

i OCS 0498

' A'640iLcres,:Block 128, containing • 306,18, less a

portion of the 400 acre traot,

Surfece down to • andincluding 25,000*^88 ;

30.00000% OR 22.50000%'

South Timbalier

Area, Bloclc 128

t

i OCS 0498

' A'640iLcres,:Block 128, containing • 306,18, less a

portion of the 400 acre traot,

' All depths : below 25,000* . , TVDSS..

100.00000% WI ' 75.00000%'

South Timbalier

Area, Block 129

•. OCS 0465

AJI of Block 129, containing 5,000

acres, more or less 100.00000% RT Varies

South Timbalier

Area, Block 129

•. OCS 0465

. E/2 of Block 129,

. containing 2,500 acres more or less •

Surface down to dnd Including

25,000' TVDSS 30.00000% OK 24.700i)0%

South Timbalier

Area, Block 129

•. OCS 0465

. E/2 of Block 129,

. containing 2,500 acres more or less • . All depths

below 25,000' TVDSS

100,00000% WI 82.33333%

South Timbalier

Area, Block 129

•. OCS 0465

W/2 ofBlock 129, • containing 2,500

aores more or less

Surfece down to and Including

. 25,000' TVDSS 30.00000% OR 22,20000%'

South Timbalier

Area, Block 129

•. OCS 0465

W/2 ofBlock 129, • containing 2,500

aores more or less All depths below 25,000'

TVDSS !00,00000%WJ 74.00000%'

Soulh Tim and Bugtme laliod DiVBSUnont ASM Bxhibil A - Ust of AsBBte Executioil Version

South : Tintbaliw Area, Block

134 OCS 0461

AUofBlpok 134, containing 5,000 aores, more .or less '

100.00000% RT, Varies


134 OCS 0461

•E/2 of Block 134, ; containing 2,500 '

acres more or less'

Surface down to and including

25^00' TVDSS 30.00000% OR 24.70000% ;


134 OCS 0461

•E/2 of Block 134, ; containing 2,500 '

acres more or less' ; A'liaepths ' •. below 25,000'

TVDSS :. 100.00000% Wl 82,33333%


134 OCS 0461

W/2 ofBlock 134, ' containing 2,500 acres more or less

' Surface down to and including

25,000' TVDSS 30.00000% OR ' ; 22.20000%'.


134 OCS 0461

W/2 ofBlock 134, ' containing 2,500 acres more or less AH depths

below 25,000' TVDSS

100.00000% Wl. ' 74.00000%'.

Soutb Tlmbatlar .

Area, Block :

135

J

OCS 0462 •

All of B look. 135, Containing 5,000

acres„]nore or less 100,00000% RT Varies

Soutb Tlmbatlar .

Area, Block :

135

J

OCS 0462 •

All of Block T35; oontaining

4,946,667 aores, more or less; Less a

.portion of a 400 .acre tract

Swface3o«mto' • and including

j&eorTvp&s, 30.00000% OR 22.20000%' '

Soutb Tlmbatlar .

Area, Block :

135

J

OCS 0462 •

All of Block T35; oontaining

4,946,667 aores, more or less; Less a

.portion of a 400 .acre tract

All depths, below ZSiOOO'

TVDSS

: 100.00000% Wl 74,00000%'

Soutb Tlmbatlar .

Area, Block :

135

J

OCS 0462 •

; That portion of that : 400 acres tract, out • - ofBlock 135,

containing 53,333 ; acres, more or less

Sur&ce down to and including

25,000* TVDSS 30.00000% OR 22.20000% .

Soutb Tlmbatlar .

Area, Block :

135

J

OCS 0462 •

; That portion of that : 400 acres tract, out • - ofBlock 135,

containing 53,333 ; acres, more or less

' All depths ' below 25,000'

TVDSS. .. 100.00000% WI 74,00000%

South TlmbalieT

Area, Block 151

OCS 0463 ' All ofBlock 151,

containing 5,000 ' acres more or loss

: 100.00000% RT 74.00000%' South TlmbalieT

Area, Block 151

OCS 0463 ' All ofBlock 151,

containing 5,000 ' acres more or loss

Surfece down to: and including

25,000' TVDSS 30.00000% OR ; 22,20000%'

Soiith Timbalfer

. Area, Block 152.

OCS 0464

AliofBilockl52, oontaining 5,000'

. acres more or less 100,000.00% RT Varies

Soiith Timbalfer

. Area, Block 152.

OCS 0464

E/2of Blook 152, containiiig 2,500 aores more or less

• Surface down to -andincluding

25,000' TVDSS 30.00000% OR 24.70000% •

Soiith Timbalfer

. Area, Block 152.

OCS 0464

E/2of Blook 152, containiiig 2,500 aores more or less All depths

below 25,000» TVDSS

100,00000% WI . 82.33333% '

Soiith Timbalfer

. Area, Block 152.

OCS 0464

W/2 ofBlock 152, containing 2,500 acres more or less

Silrfabedownta and including

25,000' TVDSS 30.00000% OR ' 22,20000%'

Soiith Timbalfer

. Area, Block 152.

OCS 0464

W/2 ofBlock 152, containing 2,500 acres more or less All depths bslow :

25,000' TVDSS 100.00000% Wl 74.00000%'

South Ttm and Hueena Island tJlvestment ASPAExhlbH A • Ust ttf Assets Extmlon Verrioe

South Tlmbalter

Area, Block 148

E/2 ofBlock 148, 40.00000% RT 33.33333% ' South Tlmbalter

Area, Block 148

. OCS-ai960 containing 2,500 acres more or less.

Surface down to ; and including

25,000' TVDSS ' ' 12.00000% OR 10.00000% :'

South Ttoibalier

Area, Bloek .176

• All ofBlock 176. 100.00000% RT '.81.25000% South Ttoibalier

Area, Bloek .176

OCS-O 34B40 ; containing 5,000 ' acres rnnreorless

Surface down to' andincluding

25,000' TVDSS 30.00000% OR 24,3.7500%

South Timbalier

Area, Block 177

! Ail ofBlock 177,' 100.00000% RT 82.33333% ' South

Timbalier Area, Block

177

OCS-O 1260 • containms 5,000 j acres more or less

"Surface down to " and Including

20,000' TVDSS 30,00000% OR 24,70000% :

South Timbalier

• Area, Block . 188

NWM ofBlock • 100.00000% RT 83,33333% South Timbalier

• Area, Block . 188

OCS-O 1899 1 BS, containing 1,250 acres more '

less

Surface down to andincluding

20,000* TVDSS 30.00000% OR 25.00000%

"All of Block 189, :

containing 5,000 100.00000% RT 83,33333% ; acres more or less N/2; N/2 S/2 of

Block 189, containing 3,750 . acres mere or less :

Surface down to * , and including 25,000* TVDSS

30.00000% OR .: 25.00000V.

South Timbalier

Area, Block 189

f

OCS-G 1572

; S/2 8/2 of Block 189, containing

1,250 acres, more or less

The deipths from : the surface down to the stratigraphic

equivalent ofthe 18,344' MD (measured

. depth) In the Bl ' Paso OCS-O

16432 No. B-l Well, being 100'

; below tlie ;- deepest depth

drilled and ' logged in said

well

NONE ' NONE. •

Soitth Timbalier . Area 135 '.

•Unitm 14-08-001-

6669

OCS 0498-OCS 0465 OCS 0464 OCS 0463 OCS 0462 OCS 0.461

' Pbriions of Blocks 128, 129, 135, 134,

151, and 152, containing

11,171.875 aores. moifl or less

• All . 30.00000% WI Varies

Smtfr Tim uid Engcnc Islond Divastmenr ASPA Exhibit A - List of Assets Biesoutlon Version

OCS-O 13510 ROW SegmentNo, 9771

: ST 177 Platform "E'toSTUtPrdL

#2 14"BiHk;Oil

, .. _ RijieUne.

30% WI Contraotual Interest / . ; 65%. Asset Retirement Obligation

; N/A

OCS-G 1883 5 ROW SegmentNo, 11595

ST 148 Platform "A" to ST 151.

PROD #2 12" Bulk Oil

pipellhe

30% Wl Contractual Interest / 65% Asset Retirement Obligation

N/A

OCS-a29300ROW SegmentNo, 19312

STlSlPlatffirm' "AA" to ST 15;

fROD #1 4?.Oaspipeline. .

, 30% Wl Contractual Interest N/A

OCS-O29305 ROW SegmentNo. 19322

ST 151 Platform • "AA"toST15t

PROD #1 8" Bulk. Oil

pipeline

30% Wl Contractual Interest . N/A

lSob)ec«toalO%NetPrDfiti-fnterestburden .

yhajLEASESj '

Otlai^âs t ^ e t Grand-IsleAi^ BIocliSMrtedeffacdveJune from the United States of America, as Lessor, to Arena Energy, LP, as Lessee,'bearing Serial No. OCS-O 34848, covering All of Block 83, Orand Isle Area, oontaining 4539,89 aores, more or less;

Assignment of Record Title, dated effective June 1, 2013, by and between Arena Energy,- LP, as Assignor, and Chevron "U,S,A. Inc, as Assignee, assigning 100% Record Title Interest b and to OCS-Q 34848.

Pftrtial Assignment of Operating Rights, dated effective July 1,2015, by and between Chevron U.S.A, Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning. 70% Operating Rights interest in and to OCS-O 34848 from surfece down to and Including 25,000' TVDSS.

O^SNo.l<)9H4: piijan^Gkisi. Lesse, South Timbalier Area Bloek 130, dated effeotlvo January 1, 1955, from the United States pf AmericBj as Lessor, to Gulf Refining Company, as Lessee, beating Serial Mo. OCS 0456, covering Ail of Block 130, South Timbalier Area, containing 5,000 acres, more or less.

Assignment of Oil snd GHS Lease, dated December 31, 1956, from Oulf Refining Company, as Assignor, to Gulf Oil 'Corporation, es Assignee, assigning all interest in OCS.0456.

Mefger-antl Change of Jârte'Rceo^hfeed, by'lettordated'Jtily \% 1-985' fr^p Un.lMSwt^poiîiment oftfoilnwtferi Minerals Mat5teeiTi(SjiVServke,-re<Oinizing trie merger ef thwoniO.Â,. ine,, inlo Oulf Oil C&ft&ation-ofjfotive Jufy 1-, 1985 and the eheige of-nomo of Si'e.suryivliifi entity 19 Chevport.U.iSAi Inc.

Soath Ttm ond Bugene Island Dftestmeirt ASPA RxliibSt A • List of Aunts Bxeoutlon Vsrsion

Approval to Froduee-Within SfW of LeiKeUne, by letter d*t6d!M9mV^KiOnfT0m.the Uni^tftles Department of the Interior, Bureau of Safety and EnvlronmeJJtal enfoSsement, ftrn.ntiog approval for Chevron U.SA. Inc to produoo the D8 PB-A Sand Reservoir in Lease OCS 00456 within SOO* of tho (ease line shared with Lease OCS 00457 with respect to Well C008 STOaBPOO.

Partial Assignment of Opernting Rights, dated effective My 1,2035, by Bpd:lieJwwi Chswon U.S.A,. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% OparMfofiRighls intefest In and to OCS 0456 fi-om surface down to and including 25,000' TVDSS.

Oil a»d Gas Lease, South Timbalier Area Block 131, daied effcetive January 1,195S, from the United Statesof America, as Lessor, to Oulf Refining Company, as Lessee, bearing Serial No. OCS 0457, covering All of Block 131, South Timbalier Area, oonfaining2148.46 acres, more or less.

Assignment of OH and Oas Lease, dated December 31, 1956, from Gulf Refining Company, as Assignor, to Gulf Oil Corporation, as Assignee/asstgmng'all interest in OCS 04S7.

Merger and-Chotfjc of Jaoagenien! .Serviee,. fe&gnf&jg the m' rge; .ofClieyron U-BiA, lueMnt* Oulf oftlie Ihtieri'oiy Witi^ralj Fijaijaêmom .sxsryiee,. wcqgniznjg uie nijrBW .wi .ynB.yru.it ".oif,., mv/.

Oil e«|SBintittt efft&tve July, l i - iM^hd'.ilte.rfiange ^pRma^tli^stjr^vVngeiiflty to GheSffdit.U.SA. Inc.

Partial- A,s«iB«hiarit :of"Q.6 ratlrig-Rtghts, effeml v'e.'«ugu)d 1.998, by; gild bat wear) Chevrpn im* as ^sign'dK' and' W T a m ^ 6 ( . M , , . ^ As.slenefe assilnihgjef'-AssignGr's ln6s.est Ih Q» Qperattn^R'iptVofHftW portion b l ^ m r i i m ® 8 & P M M O m & l N $ $ m « « ^ <W*M rights cover and affect-the NE/4 ofthe SEM of Block 131, from the top ofthe C-3 sand, which depth is 7,452 feet MD (5,994 feet TVD) to the deepest depth drilled, whieh depth is 8,297 feet MD (6,760 feet TVD), In well, OCS-G 5660 AA6 S/T#l Well, drilled pursuant to that certain Farmout Agreement dated effeotive Juiy 21,1998, by and between Assignor and Assignee

Letter Agreement, dated October 8,1998, by and between Chevron U,S.A. Iiio, and W&T Offshore, Ine. clerlfyihg that irrespective of the language used in the AESignment of Operating Rights executed by the parties to comply with MMS requirements, as between the parties, the Interest earned by W&T under that certain Farmout Agreement dated effective July 21, 1998, was limited to: 56.4% BPO operating rights underlying the Fafmout Area INSOFAR AND ONLY INSOFAR as the captioned leases cover those depths fi-om the top ofthe C-3 Sand (as defined in Seetion ^.Tofthe Agreement), which depth is 7,452* MD (5,994' TVD), to tlie deepest depth drilled in the Farmout Weill which depth is 8,297' MD (6,760* TVD), BUT ONLY INSOFAR as said acreage and depths lie within the areal boundaries of Faull Block

(as defined In the Agrcenient arai dejtfeied on plats marked ExhiBife Al «jt\d'A2 attache i.o the Agreement);. Upon PayiWt (Mt i ) , Rarmoutee's cpcrntlng rights slfflll deewmse to S8&%i and Parmoutce shall issue a reassignment to Farmoulor to effectuate and achieve the Parties' APO interests.

Partial Assignment of Operating Rights, dated effective Jbiy 1,2015, by and between Chevron US,A. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% of Chevron's Operating Ritftts interest in and to OCS 0457 from surface down to and inoluding 25,000' TVDSS. •

South Tim and £ug«ne Islond Divestment ASFA Exhibit A - Ust of Asssts Execution Vwskrn

OS HIM} Gas JLeaie, South TimbaUer Area BlocklJS, dated effective December 1,1954, from the United States of America, as Lessor, to Humble Oil & Refining Company, as Lessee, bearing Serial No. OCS 0498, covering All ofBlock. 128, South Timbalier Ajrea, containing 5,0.00 acres, more or less.

Assignment, dated July 1, 1959, by and between Humbie Oil & Reftrilng Company, as Assignor, and Oulf Oil Corporation, as Assignee, assigning all record title in and to OCS 0498.

1 of•Uie'lriteridr.'lvili.w'fiils MaWgemetif^ypBe,' rcflpgnfeinBttamerge* ofCjievrou M^^lnteflSuIf-oifCo^r&tipo.^ciîveJiiiy J, tfw&vtomM> tjfc&w^îp&y^fSannt^mJn Ino.

Partial Assignment of Operating Rights, dated effeetive July I , 2015, by and between Chevron U.SA. Ino,, aa Assignor, and Arena Energy; LP, as Assignee, assigning 70% of Cheyroh's Operating Rights Interust in and to OCS 0498 ftom surface downlo and Snolodh S.OOO' TVDSS.

Oil and Gas Lease, South Timbaliei' Area Block 129, dated effective January 1,1955, from the United States of America, as Lessor, to Oulf Refining Company, as Lessees, bearing Serial No. OCS 0465, covering All of Bloclcl29, South Timbalier Area, containing 5,000 acres, more or less.

Assigmnent of Oil. aod Gas Lense, dated Dcoember 31, 1956, from Oulf Refining Company, as Assignor, to Oulf Oil Corporation, as Assignee, assigning al! interest In OCS 0465.

Merger ang Ghi-ngfcofetattne RewgnbceOy letter dated July I9i 1985 fretni.Onited Statea D tfvtment of the Tnteribr, MWierals Msnagemajnt SeMte, recognizing the merger of Chfevroo USA. Inc. into Oulf Oil Corporation effeotive Juty 1,1985 and the change of name of the surviving entity to Chevron US A. Ino,

Partial Asslgmmmt of Operating Righta, dated effective July.l, 2015, by and between Chevron U.S.A. Inc, as Assignor, and Arena Energy, LP, as Assignee, assigning 70% Operating Rlgfrts Interest in and to OCS 0465 ftom surface down to and including 25,000* TVDSS.

QLS:No. M27S6; Oil fliiti Gas Lease, South Timbalier Area Block 134, dated effective January 1, 1955, from the United States of America, as Lessor, to Oulf Refining Company, es Lessee, bearing Serial No. OCS 0461, covering Allof Block 134, South Timbalier Area, containing 5,000 acres, more or less.

Assignment of OH and Gas Lease, dated December 31, 1956, ftom Oulf Refining Company, as Assignor, to GUtf Oil Corporation, as Assignee, assigning ail interest in OCS 0461.

Merger and Change of Name Recognized, by letler dated July 19, J98S from Uniled States Department of the Interior, Minerals Management Service, recognizing the merger of Chevron US.A. Inc, into Gulf . Oil Corporalion effective July 1, 1985 and tlw change of name ofthe surviving entity to Chevron U.S.A. Ino,

South Tim snd Rugsna Istand Drveslmanr ASPA Exhibit A •Ustof Aisets Execution Version

JtertinJ Assignment of Operating Rights, dated effeotive July 1,20)5, by and between Chevron U.S A. Inc., as Assignor, and Arena Bjiergy, LP, as Assignee, assigning 70% Operating Rights interest in and to OCS 0461 fi-om surface down to and Including25,000' TVDSS.

ftLsmiMW: Oil and Gas Lease, South TimbaUer A m Block 135, dated effective January 1, 1955, from the United States of America, as Lessor, to Gulf Refining Company, as Lessee, bearing Serial No. OCS 0462, covenng All of Block 135, South Timbalier Area, containing 5,000 acros, more or lass. •

Assignment of Oil and Gas Lease, dated December 31, 1956, from Gulf Refining Company, as Assignor, to Oulf Ofl Corporation, as Assignee, assigning all interest in OCS 0462.

M«$j$f aBd-G&aiijjjB tffNftme-ReiA^nklj^.by later dateij ijuty W; l&SStfrom.tjniled Slates Depaflment. of 'tfe.intljrfOXi MigSfcB !rffatf$4*n$l ^pi3^r«j^f^,ft»4met^'i^^f^ UlSX lijo'r itjl^.Clul.if OifOotpprattcin .BEfefcfiv'«iU&:£ 19ls'«i#t.he;g'hangC. nâ Mt 't&aMwM&MtKy If Cbevroti Sf$& Inc. ' ".

Partial Assignment of Operating Rights, dated efSbctlve July I , 2015, by and between Chevron U.SA. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% Operating Rights interest in and to OCS 0462 from surfaoe down to and including 2S,O0O'TVDSS,

0j.l.'i!fttl Gff$ tense. South Timbalier Area Block 151, dated effective January 1,1955, ftom the Umted Statesof America; as Lessor, to Gulf Refining Company, as Lessee, bearing Serial No, OCS 0463, oovering AII ofBlock 151, South Tlmbaifer Area, containing 5,000 aeres, more or. less.

Assignment of Oit tind. Gas Uatfe, dated Decemtasr 31, 1956, from Quif Refining Company, as Assignor, to Oulf Oil Cdrfioratten, Assigfiee, assigning all interest in OCStftfiS,

MMfwiôd .C^£ro i r^ i»»^«!^b«i ,>) i ;1e% $fetf JXty 198$ Worn United Siptcs Departiftfenl pf.tho-Interlorj MWferals 'Maiiagpn»ei^îee,-'V&dB^ USA, IBS. .into Oulf -(Si Ciiypc)rfltioneffeoUveji|ly:f, iV'SS atid'theeliarige oiCrifline;«f:tMe surviving entity tb CJftvrpn U:S.A, Inc.

Partial Assignment of Operating Rights, dated effective July 1,2015, by and between Chevron U.S.A. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% Operating Rights interest in and to OCS 0463 from'surfaee down to and Including 25,000* TVDSS.

QMNo^QglSit: Uttirid G'as-Lease, South Timbalier Area Bfcick 152, dated effective January 1, 1955, from fee Uniled Statesof America, as Lessor, to Gulf Refining Company, as Lessee, bearing Serial No. OCS 0464, covering All of Block 152, South Timbalier Area, containing 5,000 aores, more or 1MS.

Assignment of OIJ and Gns Lease, dated December 31, 3956, from Gulf Refining Company, as . Assignor, to Gulf Oil Corporation, as Assignee, assigning all Interest in OCS 0464.

Merger and Change of Name Recognissed, by letter dated July 19, 1985 ffam United Stales Department of the Interior, Minerals Management Servlcfi, recognizing the merger of eb'eftrott U.S.A. Inc. into Gulf

South Tim nni Eugene Island Divestment-ASPA Eahlblt A - LUi of AsMta Exeoutioa Version

Oil Corporation effeclive July 1, 1985 and the change of name of tlio surviving entity to Chevron US.A, Inc.

Partial Assignment of Operating Rights, dated effeBtiveJiiiy 1, 2015, by.iia toweeri CheVrdn USA. Inc., as Assignor, and Arena Energy, LP, as Assignee,, assigning 70% Oper0ng-Ri|li& inlerost;in and to OCS 0464 ftom surfaco down to and ineluding 25,000' TVDSS.

Oil and-GaS'Leise, South Timbalier Area Block 148, dated effective February 1,1970, .from the United Stales-of America, as Lessor, to Chevron Oil Company, as lessee, bearing Serial No. OCS-O 1960, covering E/2 of Block 148, South Timbalier Area, containing 2,500 acres, moreor less,

Assignment, dated effective July 18, 1975, by and between Chevron Oil Company, as Assignor, and C & K Offshore Company, as Assignee, assigning 60% Ititerest in and to OCS-Q i960.

Merger ami Change of Name Resognfzed, hy letter dated April 21, 1977 from United'SjWes Departmenl of the Interior, Jdlnerals M'afia'gclnefit Servtpe; reeognizing the merger of Chevron Asphalt Conipany and Chevron U.S.A. Inc, into Clievroii Oil Company and subsequent change of eorporate name to Chevron O.S.A. Inc., effective January 1, 1977,

Merpr and Cbiinge^fNameReppgnjzedj.'by Icii^dat^dJulj:'!?, 198506*. United (tifîDejfiiJtmejd. of tlie tiHta-tor, Miii rtds Mapagemjiit fjsrVl'oe, feepghiitmg the jfiftgdrtSfesijevrbri U.S.A.. i.&o, ififji Ou)r OlfODiiperatioo •cfiecifve ) ^ f,' 1.9&5'.and'fHe elidftge of riamtj oi'lhe.surViving entity to,Qeyron:.0.SA. Inc.

Bill, of Sale; .dated. Bfleclifre. Febmsry '28, 1.995!.,' by- and between Traiiscon lnifntal..Gtt»' I>lRe. Line CprporitflBit,- S6il«r;.(ina'C[ieyroh,.l0.S,A. Irttvgs Buyer, aSstgnlng Seller's riglfl, tttte':jm<i-ltftci<cst in nnd'to tfiat certain '&$ mfiteriflg J&ajjty locaied at tip ST 148 "A" Production Platform.

Pardal Assignment of Operating Rights, dated effective July 1, 2015," by and between Chevron USA. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% of Chevron's Operating Rights mterest in and to OCS 0464 from suriaco down lo and including 25,000' TVDSS.

Oii wtft O'wS fcea'se, South TimbaUer Area Block 176, dated effective July 1,2013, from, the United States of America, as Lessor, to Arena Energy, LP, as Lessee, bearing Serial No. OCS-O 34840, oovering Allof Block 176, South Thnballer Area, containing 5,000 awes, more or less,

Asstgnment cf .Record Title, dated effective June 1, 2013,' and-be$w£fo- AJenitjsnergy, LP, as Assignor, and Chevron U.SA. Inc, as Assignee, assigning 100% Record Title Interest iP.and 10 OCS-O 34840.

Partial Assignment of Operating Righls, dated effective July 1,2015, hy and between Chevron U.S.A. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% Operating Rights interest in and to OCS-G 34840 ftom surfacedown to and includlng25,000' TVDSS.

South Titn ond Eugpne Islond DhmntnKml ASPAExMbil A - List of Assets Exeoution VWJIOII

i No. iimiOi ilVartd-.Gw'LeM^SoufliTIm^ from the United States of Amerioa, as Lessor, to Oulf Oil Corporation, as Lessee, bearing Seilal No. OCS-O 1260, covering All orf filock South Timbalier Area, containing 5,000 acres, more or less.

Merger nfuj Change of Nftmc Jtehgnlzed;by lettir&!e.d'Myi.9, 15!$5:fiW3i '6cl$%l*s-]D«|)Mlih«nt of tlie Interior, Mlnefals MWiinJetfei.it Service; rocogniiiiig' fafjmm .of C%iw-pn US.Avlnb. itiîXJutf OII Corporation effective July i , 1985 arid the chauge of nsnff . ^ f ^ ' W l v I n ^ Inc.

Partial Assigmnent of Operating Rights, dated feffctstive July 1, 2015, by fflitji b6tw^,0ievron U.S.A. InoM as Assignor, and Arenfi Energy, LP, as Ass1 ie4 assigning 70% Operatin&Rights' interest in and to OCS-G 1260 from surftice down to and including 20,000' TVDSS.

OLS-NbiOgfil?^ Oiianil Gas Lease, South Timbalier Area Block 188, dated atTeotive March 1, 1969, from the United States ofAmeriaa, as Lessor, toChevron Oil Company, as Lessee, bearing Serial No. OCS-G 1899, covering NV//4 ofBlock 188, South Timbalier Area, oontaining 3,250 acres, more or loss.

Merger and Change of Name Recognized, by letter dated April 21, 1977 from United States DqjpjJijiBnt of the Interior, Minerals MimDigbhietot Service, recognizing tlie merger of Chevron Asphalt C'mpa'ând Chevron U.S.A. Ine. Into stB&todn Oil Company and subsequent change of corporate name to Chevron U.SA, Im,, effeotive January l , 1977.

Merger and.ciiange qr%me;R'eC9gp.tz?d, byjeitendatcdjulj' ftSS fromiUnitsd StoesPepSfrrtifcrtt #1^1 intisribn Mi?er^s M ;Rnafiement5^W^fe^kiiiijM-m^ Jne.- itHp JSjflf-!6U Coriioratlon e%;rivej% ] ; l^-etidih'e'cfifttfgjfe of hatte of t)*.suiyivliig-?ntity {o t&man Ui&A, Ino.

Partial Assignment of Operating Rights, dated effective July 1,2015, by and between Chevron USA. Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 70% Operating Rights interest in and lo OCS-O 1899 from surface down to and Including 20,000' TVDSS,

OLS.No. 053098; Oil iihd,<ias,L4eflSe, South Timbalier Area Uloek 189, dated effective June 1,1967, from the United States of America, as Lessor, ,to Cbevron Oii Company, as Lessee, bearing Serial No. OCS-G 1572, oovering Al) ofBlock 189, South Timbalier Area, containing 5,000 aores, more or less.

Merger and Change of Name Recognized, by teiter d ed April 21, 197;7 from United. Stales .Dqjflrtroenl of the Iftterlor, Minerals "Mapagement Service, recognizing the merger of Chevr&n Asphalt Company and Chbvrtm U.S.A. Inc. jrtp tifceyrtw Ot) Company and subsequent change of corporate name to Chevron U.S.A. Inc., efffcotive January 1,1977.

Merger a^HI:C^nge.o^Name.Recognli5c ,;bsie{terdftled:iluly 19,1985 fram United Stptes; Department of ifii? Interior, Minefafe Mmiagemisnt $arvlce,"ree6j{nliHflj> lha merger lof'Clic.vJoa USA. ine, fntb-Bulf CMI Corpomtion eiteatlve July.!',. ( iSS and the ehange "<>f name lie SKryiving entity Chevron U.'S.A, Inc.

South Tim and Eugene Island Divestraeint ASPA Exhibit A-List of Aasols Exooution Vorslnn

Partial 'Assfgiunoiit at Operating RlgWB, effective October 19, 2000, by and between Cbevron US.A, Inc., as Assignor, and El Paso Produdion OOM ITXL, as Assignee, assigning 70% Operating Rights interest in OCS-O 1572, oovering All ofBlock 189, South Timbalier Area, INSOFAR. AND ONLY INSOFAR as to tlje South Half of the South Half (S1/281/2), limited to depths from tbe'surfaee down to ' tbe stratigraphic equivalent ofthe 18,544' MD (measured depth)' in the BI Paso OCS-O 16432 No. B-l Well, being 100' below the deepest depth drilled and logged in said well.

Assignment of Operating Rights, effeotive June 1, 2008, by and between Chevron U.S.A. Inc., as Assignor, end Hilcorp Energy GOM, LLC, as Assignee, assigning 30% Operating Rights interest InOCS-G 1572, covering S/12SJ/2 ofBlock 189, South Timbalier Area, limited to depths fVom the surface down to the stratigraphic equivalent of tbe 18,544' MD (measured depth) in El Fasp OCS-G 16432 No, B-l Wellt being the deepest depth drilled and logged in said well.

Assignment of Wellbore Interest, effective June 14, 2014, by and between Chevron US.A, Inc,, as Assignor, and Arena Enw^y, LP, as Assignee* assigning 70% operating rights interest in and to OCS-G 1572, INSOFAR AND OMLY INSOFAR AS said Lease covers and affects the area and depths comprising a 500' radius around the wellbore ofthe OCS-O 1572 .Welt No. CA-4 ST1BP2, API n 17-715-41133-03,

Partial Assignment of Operating Rights, dated effective July I , 2015, by abd between Chevron U.SA. Inc., as Assignor, and Arena Energy, LP, as .Assignee, assigning 70% Operating Rights Interest in and to QCS-G 1572 covering N/2i W2S/2 of Blook 189, South.Timbalier Area,.ftom surfaoe down to and including 25,000' TVDSS, LESS AND. EXCEPT the areS-and depth's" cothprlsjng a 500' radius around tho well bore ofthe OCS-O 1572 Well No. CA-4 STlBP2,.APr# H-J15-41133-03, in which an undivided 70% operating rights Interest was previously assigned from Chevron US,A, Ino, unto Arena Energy, LP by that Assignment of Wellbore Interest dated effective June 14, 2014, and -which Interest, is hereby Joined, merged, and fused into the inlerest granted to Arena Energy, LP by this Partial Assignment of Opai;at3ng Rights herein.

The CONTRACTS;

Overriding Royalty Interest'burden on Leases OCS 0456, OCS 0457, OCS 0459, OCS 0461. OCS 0462, OCS 0463, OCS 0464, OCS 0465, OCS 0498 (eacept 640 acres), and OCS-G 1260 via various assignments made pursuant to certain agreements as Mows:

• Agreement dated October 3,1951, by and between The Marine Instrument Company and Gulf Research & Development Company,

• ' Agreement dated January 10,1953, by andbetween GulfResearch & Developmenl Company and' The Marine Instrument Company

« Agreement of Compromise executed by Marine Petroleum Corporation on July 16, 1970, Continental Oil Company on August 13, 1970, and Gulf Oil Corporalion on May 11,1970.

<?LfilHo,O06Sl,3.i; !>g3^ Overriding Roy alty Interest and Net Profits Intferes< burdens on portions of Leases OCS 0461, OCS 0462, OCS 0463, OCS 0464, OCS 0465 and OCS 0498, pursuant to, and aa more particularly set forth in, oertain agreements as follows:

• Concurrent Agreement effective July 1, 1959, by and between Gulf Oil Corporation and Humble • Oil & Refining Company, as amended by that certain letter agreement dated February 25, 2009, by and between Chevron U.S.A. Inc. and Exxon Mobi) Corporation.

Sfiuth Tim and Eugene Island Dlvosbnent ASPAExhlblt A • List of Assets execution Version

ST p.i><ip.fsirtMpation Agreement, doted August 27, 2013, by and between Chevron U.S.A. Ino. and Arena Energy, LP, whereby Arena, effective July 1,2015, earned;

* 70% of Chevron's Operating Rights Interests (depth IhnitecO in Ihe following leases: OCS-O 34818 (GI 85); OCS 0456 (ST 130); OCS 0457 (ST 131); OCS 0498 (ST 128); OCS 0465 (ST 129); OCS 046! (ST 134){ OCS 0462 (ST 135); OCS 0463 (ST 151); OCS 0464 (§T 152); OCS-O 1960 02/2 ST 148); OCS-G 34840 (ST 176); OCS-G 1260 (ST 177); OCS-O 01899 (NW/4 ST 188); and OCS-01572 (N/2; N/2S/2 ST 189). OCS-O 5660 {GISQ md OCS 0459 (Sr 133) expired prior lo July }, 2015, and w e not assisted,

» 70% of Chevron's Working Interest In ST 13$ Unit 70% of Chevron's Working Intarest in all related walls, platforms and fheilltles.

• 35% of Chevron's Abandonment Obligations for all pre-existing wells, platfbrms and ftcilities asofAugust2'7,2013.

First Amendment, dated efrectlve Deoember 13,2013

Second Amendment,- dated effeotive December 20, 2013

Tlrinl Amendment, dated eifective February 1,2014

Fourth Amendment, dated effeetive May 28, 2014

Fifth AmondmcDt, dated effective Ootober 1,2014

Sixth Amendment, dated effeotive Ootober 1,2014'

' Authorization for Expenditure, dated November 20, 2014, AFE No. ST151AAPL control No. 44700, covering the ipslfitlatlon of fcght-of-Way 008-029300 Segment No. 19312 for a 4" Gas pipeline, and Right'Of-Way 'OOS-O29305,Sle|meritNo. 19322 fdran 8"'bulkoil pipeline.

Seventh Amendment, dated effective January 1, 2015

Eighth Amendment, dated effective June 23, 2015

Ntoth Amendment, dated effective August 3,2015 •

Tenth Amendment, dated effective February 10,2016

Eleventh Amendment, dated effective April 26, 2016

Twelfth Amendment, dated effective May 19,2016

ST Deep License Agreement, Exhibit M to the Partfcipalion Agreement, dated August 27, 2013, by and between Chevron U.S.A. Inc., as Licensor, and Arena Energy, LP, as Licensee, granting Arena a license to use Well Data owned by Chevron for the leases described therein.

South Um and EuEHie Island Drvestracnt ASÂ BKhlWt A - Ust of Asstits Expoutloii Vcrvlon

62! STUeep Offshure Operating Agreement) dated August 27,2013, by and between Chevron U.S.A. inc. . and Arena Energy, LP, affecting operations of the leases covered by the ST Deep Partielpation Agreement.

Oeei-S^^.e .weense Agreement, atlaohed as Exhibit M-l to the ST Deep Partielpation Agreement, doted August 27, 2013, by and between Chevron U.S.A. inc., as Licensor, and Arentl Bner©', LP, as Licensee, pertaining ro certain seismlo data owned by Chevron for the leases and depths described therein,

First Amendment te Deep Resolve License Agreement, dated February 1, 2014, amends Article 12 to >rohiblt assignment or transfer of the Agreement with Consent of Chevron and removes Ae depth imitations for the affected teases listed !n Exhibit A.

KMrmbnt'.vjtgreument dated July 21, 1998, oovering portions of Leases OCS-O 5660 (Ql 86) and OCS 0457 (ST 131), as amended by letter dated DeBombcr 16,2002.

Partial Assignment, dated July 1, 2015, by and between Chevron US.A, Inc., as Assignor, and Arena Energy, LP, as Assignee, transferring 70% of Chevron's interest in the agreement to Arena.

QLS;N6,(KP22»: ST 136 Unit Agreement Mo. 14-08-001-6669 dated December 16, 1959, covering portions of Leases OCS 0461, OCS 0462, OCS 0463, OCS 0464, OCS 0465 and OCS 0498, as amended effective November 1,1994,

Amendment, effective November 1, 1994, contracting tbe ST 135 Unil Area to conform to Revised Exhibits A and B. .

Revised Exhibit "B", effective'Sqptember 30,2015, to reflect new working Interests held in the ST 135 Unil by Chevron USA, Ino. and Arena Energy, LP., respectively,

QLSNMOmfr Farmout Agreement dated October 31, 1974, but effective January 21, 1975 by and between Chevron Oil Company, as Farmor, and C&K OfMore Company, as Parmee, affecting Lease OCS-G 1960 covering E/2 of ST 148, as amended by agreements dated January 20, i975, but effeotive January 22, 1975 and dated May 15,1975,

Partial Assignment, dated July 1, 2015, by and between Chevron USA. Inc., as Assignor, and Arena Energy, LP, as Assignee, transferring 70% of Chevron's interest in the agreement to Arena,

tLSNMOmi,; eraling Agreement ated April 23, 1975, by Mid between C&K Marine Production Company,

Chevron Oil Company, et al., affecting Lease OCS-G 1960 (E/2 of ST 148), as amended by agreements dated Aogust 2, 1985, June 26, 1987, Maroh 20, 1996, Maroh 1,1997, December 21,2001 for Wel! A-6, Decembers), 2001 for Well A-8, and April 12,2002.

Smith Tim and Eugene Islantl Ofvestment ASfA Exhibit A - Ust of Assets Execution VorslMi

Parllol Aasjgnmont, dated JulJ 1, 2015, by and between Chevron U,S,A. Inc, aa Assignor, and Arena Energy, LP, as Assignee, transferring 70% of Chevron's Interest in the agreement to Arena,

AiiilHfiry Pliiijfora ABreoment dated ni oewber ), 19M by and boiviiem CKevi'on U.SA, inc. et al.r

.Ooilioexrting OJO operation of Sounj.TfmWier'Bloofc 130 Auxiliary Platfonn arid cross aasignment of related et uipmenf.

Partial Assignment, dated July 1, 20J5, by and between Chevron U.SA, Inc. as Assignor,, and Arena Energy, LP, as Assignee transferring 70%t>f Chevron's interesi iathe agreement to Arena.

Oi$ Nb. 0322S0j • ST 148 X*r6c!!}is.lijg Agreement dated August 1,1997, by and between Chevron U.S.A. Inc. as Processor, and Cbevron U.S, A, lno„ et el., as the owners of ST 148 (E/2), LcasS'oiSSK) I960, to provide fbr the receipt and processing of ST 148 production at ST 151 Platform P2,

Partial Assignment, dated July 1, 2015, by and between Chevron U,S.A. Inc., as Assignor, and Arena Energy, LP, as Assignee, transferring 70% of Chevron's interest In the agreement to Arena.

I NO, 01520ii SouftiTimbailer Block 178 Processing Agreement flatDd July 15, 1996, for handling certain production fron) Ueases OCS-Q 12019 and OCS-Q _)202g;ih \ig1t ClreVron U.S.A. kte*s South'TittiB^lifa* '77 Plptiferm as amended by agreements 'difted fer^li 13,1988, and October 27, 1998. fSlS'-agreefflonfls terminated, yet subject to a JX Nippon or Dynamic obligation to abandon and remove pipeline segment 111 30 and riser at Chevron U.SA. Inc's South Timbalier Block 177 Platform B.

Partial Assignment, dated July 1, 2015, by and belween Chevron USA, Inc., as Assignor, and Arena Energy, LP, as Assignee, transftrring 70% of Chevron's interest In the agreement to Arena,

Cpimectibn Agreement dated March 1, 2005, by and betwesn Venice Oatherlng System, L.L.C and Chevron U.SA. Inc., as Produoer, to accommodate as needed use of VGS 8" pipeline from ST 130 CP to VOS 26" pipeline system at ST 130, (PartiallyAsstgmhle, Consent.to Assign, Sectton 29)

Partial Assignment, dated August 1,2015, by and between Chevron U.S.A, Inc., as Assignor, and Arena Offthore, LP, as Assignee, transferring 70% of Chevron's Interest in the agreement to Arena,

QLS No. $34897; Platform Use Agrênfrent Med June 1, 2010, covering Venice Gathering Syslfrii -use ofthe Chq^n U.SA, Ino. Soaih timbajler Block 151 G-CMP Ptatform, (PariMy Assigrtairk. ConseM to Aitiiign, Section 7.

Partial Assignment, dated August 1,2015,.by and between Chevron US,A. Inc., as Assignor, and Arena Offthore, LP, as Assignee, transferring 70% of Chevron's Interest in the agreement to Arena. Notice acknowledged by Venice Gas Gathering System, LL.C. on 7/21/2015,

South Tiro and Eueene IsJsod Divcslraenl ASPA SxhfHt A - List of Assots Execution Vortfon

Cas Probiisliig AgfeemMit for Venice Gas Plant, dated November 1, 1996, by and batween Chevron U.S.A. Tne,, aa Producer, and Venice Eneruy Services Company, as Processor, as amended (11 • Amendments). (Consmita Assign, Section 17.4)

Partial Assignment, dated August 1,2015, by and belween Chevron U.SA. Inc., as Assignor, and Arena Ofi&hore, LP, as Assignee, Iraftsfcrring 70% of Chevron's Interest in the agreement to Arena, Notice ', acknowledged by Venice Energy Services Company, LL.C. on 7/21/2015,

6LS No. 034666; VGf} P'jrm Tiw.h'sportBtion Agreement, dated, December 10, 1997, by and belween Venice Gathering System, L.L.C, as operator pf gas gathering system, and Chevron U.S.A. Inc., as Shipper, as amended. (Consent io Assign by Venice Oas Gathering Sfctmt, Section 4'. 1)

Reserve Commitment Agreement, dated December 10, 1997, by and between Venice Gaftering Systern, L.L.C. and Chevron U.S.A. Inc., as amended.

Partial Assignment, dated August 1,2015, by and between Chevron U.S.A. Ine as Assignor, and Arena Offehore, LP,, as Assignee, transferring 70% of Chevron's interesi in the agreement to Arena, Consent granted by Venice Oatherlng System, L.L.C. on 7/21£015,

OLS No. 91^89t iivynjio ftcfiticitcy Agreement, dated August 8, 20T3, by and between Chevron U.S.A. Inc., as Produoer, and Chevron Pipe LineiGflmpahy^ -wliaebjf GPL agrees to design, construct, and inalall ST 151' Pipefine at its sole costs In exchange 'Br P'roducorVagreSWiWii tp assume financial obligations to ensuro tlie generation of revenue, •(Consent to Assign, by Chevron Pipe Une Company, Section 6)

First Amendment to Revenue DeficJeney Agreement, dated April 1, 2015 by and between Chevron U.SA., Ino., as Producer and Chevron Pipe Line Company.

Partial Assignment, dated July 1, 2015, by and between Chevron U.S.A, Inc., as Assignor, and Arena Energy, LP, as Assignee, framferrlng 70% of tjlievron's Interest In the agreement to Arena.

OLS No, 235971 PlptfjO.e: tCogtieiiion AjgfefiJhent, dated November t, 2013 by tmd belween fitevron USA, Inc. and Cb'evron Pipe'tifle C0tnjjRhj't for ST 151 Carrier Pipeline. (Paeifati)/ AssâWe but with mstflcttons, Consent to Assign In Section 21)

OLSm4)23989i IViglit ^^Vay QCS-G 13510 is a 108'*fbot widfi nnd lO^T'miles letigêorfMof assgcl ed. with Pipeline,-Jfegpioiit Kor 9^71. The purpose of pipeline ROW OCS-O' I35j0 is to. trsttisppri ûlk et). throtigh an. associated 14-10-Inch ROW pipeline (Pipeline SegiWNfi. 977i'j.froih Plafform&\n &oniJi f^Wlicf Area, Bloclc 177, tlwugh Soufh Timbalier Block? 187,. 1-5S( Shd iSS, to.Platform Prodi iri'South Timbalier Area, Blook 151.

Assigntnent of pctlcral OCS Pipelliie RigW-sf^'ay Grant. Chevron retained a 30% mtc&sl. in this ROW under Pai'lictpatiofi Agreomeftt dated '8/17/20J3 with Arena Energy, LP, but assigned mV 9 ot the ROW to Arena Offehore, LP eff. 7/1/2015 to allow BSEE to recognize a change of Operator.

South Um and Engcnc Island Divestment ASPA ExhiWl A - List of Assots BflGcution Version

RlgM'of'Way OGS-G 18835, Segment Number 11595! A 200-foot wide right-of-way for the opcratipo and maiitfepancft of a [2-inch pipellhe, 9.05 mJlik In lengthj to transport bulk gas ftq^^Mtifeiiiai j^ i t t Block WS,- thrs^gh Blocks 149, t56;to Production #2 Platform in Bloclc 151, all oeatiij VSoutH Timbalier Area.

Ass^nment of Federal OCS Pipeline Right-of-Way Grant, Cheyroa retained a 30% interest In this ROW under Participation Agreement dated 8/17/2013 with Areiia Energy, LP, but assigned-100% ofthe ROW to Arena Offshore, LP eff. 7/1/2015 to ailow BSEE to recognize a change of operator,

QtoSflo. i52&4t Retrogrsde Condensate Separation Agreement, dated effeotive April 1, 2002, belween CMS Gulf , Coast Field Services LLC and CHEVRON U.SA. Inc. (Terrebonne Liquid Separation Facility), as amended Assigned to Sea Robin Pipeline Company, LLC effective September I, 2012. (Coment to Assign, Section 9.8)

End of Exhibit A-l - ST DEEP PROPERTIES

' Soulh Tfra ind Btigene Islanil Dlvestmonl ASPA Exhibit A - Usi of Asstls Execution Version

EXHIBIT A-2- ST SHALLOW PROPERTIES

SOUTH TIMBALIffitt 36 FIELD

The, ASSETS;

The AREAS anil LEASE SumnfarV;

Area/Block Lease Description/ Acreage Depths

Record Title Operating

RlnMS.Xfltei'sst

• •Nef -Revenue Interest

South Timbalior ]

Area, Block 35

OCS-G 3336.

All of Block 35," containing 5,000

; . acre?, .m/l .

100.00000% RT •

8233333%*

South Timbalior ]

Area, Block 35

OCS-G 3336.

: NI/2NEl/4of Blook 35, • containing '

: C25 acres, more orless

&b'm -flW stratigraphio cquLValyii of. the top of the -E-3 Sand-.ai inesumerod at 14,560' MD tn .the Soiiiii Timbalier Block 35 jQCS-S

Well No. D-| down to tht slft'tigpip'hi equivalent of 100 tief6W 15,500' MD as found on.tfK Wt y Induction Imager JMpott Jbriie Compensated Neutron log o! (ur South Timbalier Block i i ^B-.(3.2624 .Well No,2.

50.00000% OR :41.16667%*:

South Timbalior ]

Area, Block 35

OCS-G 3336.

SE'lM'NEM and -SEt/4

SW1/4 NE3/4 Of Block 35, containing

390.63 acres, . tporeprtsss

From 14,682' MD down to 100* below 15,814' MD

• 0.00000% OR

. 3.00000%-ORRI

South Timbalier

Area, Block 36

OCS-O 2624 '

AllofBlock'SV: containing 5,'000

aores, m/l

100.00000% RT 82.94563%'

South Timbalier

Area, Block 36

OCS-O 2624 '

N/2 NW/4 of :

Block 36, containing 625 acres, more or

less

Froik fljc'stratlgtapliic equivalent ofthe top ofthe E-3 Sand as

•. encountered at 14,560" MD tn : the South Timbalier Block 35 • OCS-0 3336 Well No. D-1

down to tbe stratigraphic equivalent of 100' below '15,500'

MD as found on tho Array . Induction Imager Dipole Sonic : Compensated Neutron log ofthe • Sonth Timbalier Block 36 OCS-

a.2624..WelI.No.2, .

50.00000% OR.

41.47282%,

I IlfeeisCfievrohU .A.Inc. worWnsim'emtless firbportloKnie slur e ofl ease frifrtcn'

South Ttm ond BuKcne Island blvestmcsnl ASPA Exhibit A - Usi of Assets Exwullun Version

1 25% TfiL Thirt Net Proilt liileftsst bunlens ST 3S, ojleulated as fottowt: .0026094 (ortglnel Tenneco W) JI .25 mPI) x I (CVX Wl) X 5/fi (Ro lCy).-" .(100543fi3 ' 25% TEL Tmst NelFrofil Vmarcst burdens ST 36, caloulated as follows'. .0O26094 (origitlal Tenn eoo Wl) x JS (NPI) x .3 (CVX Wl) x 5/6 (Royally) - ,00027181

The LEASES:

mm. dff.ftfiil#totaSte'e> South Timbalier Block 35, dated efFficiiye April 1, 1976, from the United States of Amerioa, as Lessor, to Gulf Oil Corporation as Lessee, beiring Serial No. OCS-0 3336 and covering all ofBlock 35, Sbuth Ttmhalicr Area, as shown cm OCS Qffioiai LeaslngMap, Louisiana Map No. 6.

Assignment of Overriding Royalty Interest, dated effective April 1, 1976, whereby Gulf Oil Corporation transferred an overriding royalty interest equal to prifr-ffeurth of one percent of el^t-eidjls 'to Continental Oil Company, in OCS-G 3336, aU of Block 35, :South Timbalier Area, OCS basing'ih% Louisiana Map No.6.

Assightocnt of Overtididg Royalty' Interest, dated, cffeetjve April 1-, 1 W v Whereby Gutf pil-Corporalion ifansjfefifed an (Jyerrfding-Toyaliy Interesf eqpn"! 16 UiriûVtfia of-ondiefeelSI of elghMglils, to Msrttoe.f:etrpfeumCorporation, ih'OCSi.Q-3336,.a1I-bf tocli-35i Sfiut TSfmballer Area, 0C$ Lea.sfng; Map, Louisiana Map No,S.

Partial Assij to Walter Oi . . . , r „ , 35, South fiinbaber Area, INSOFAR AND ONLY. JNSOBAR af ta the •.Siinflj&Sf. •OyayW of \hi> Northeast Quarter (SEM NE/4) ahd the Southeast •Quarter of the l^lhwest Quarter of the Northeast Quarter CSB/4 SW/4 NE/4), limited,to die depths from tb? stiatigtApfnB equSttftlent of the top ofthe sand as encountered at 14,682' MD to the Array Induction/TbreB Deteotor Density Compensated Neutron OR log ofthe S,0ullj TtJribaliw Block 35 OCS-G 3336 Well fcfo. 7 dWfildthe straiti^phie equivalent of 100' below ) 5,$j-i* MDus ftsXind on the aforesaid log In the afdresaid widi.

Partial Assfgnment of Operating Rlghfs, dated effective March 3,2005, from Chevron U.S.A. Inc. to Walter Oil & Oas Corporation, covering a 50% inteir^ in the operating rigtits in OCS-G 3336, Biopk 35; South Timbalier Area, INSOFAR AND ONLY INSOFAR as the NI/2Nfel/4 limited to the depths from the tfratigraphic equivalent of the top bf the E-3 sand as encouniered at'l4,560l.MD of the South Timbalier Block 35 OCS-G 3336 Well No. D-J down lo the stratigraphio equivalent of 100' beiow 15,500' MD as found on to the Array induction Imager Dipole Sonic Compensated Neutron log of the South Timbalier Block 36 OCS-G 2624 Well No, 2.

Partial Assignment of Opernting Rights, dated effeotive August 8, 2007, from Cjjeyron U.SA. Inc. to Walter Oil & Gas Corporatioa covering Chevron's 50%. interest in the operating rlghij in OCS-0 3336, Block 35, South Timbalier Area, INSOFAR AND ONLY INSOFAR as the SouOieast Quarter of the Northeast Quarter (SE/4 NB/4) and the Southeast Quarter ofthe Southweftt Quarter pf'the Northeast Quarter (SE/4 SW/4 NE/4), limlled to the depth? ftom the strettgraphic equivalent ofthe top ofthe E-3 sand as enoountered at 14,682* MD to the Array Induction/Three Detector Density Compensated Neutron

South Tim on J Eugmte bland Dlvestmenl ASPA Exhibit A - List of Assoft Execution Verjian

QR tog of Hie Soutli Timbalier Block 35 OCS-0 3336 WeU No, 7 down tothe slraligraphtc equivalent of 100* below 15,814* MDas /bund on the aforesaid log in file aforesaid well.

Assignment, Bill of Sale, and Conveynnee, dated effeetive August 8,2007, from Chevron US.A. tec. to Waller Oil & Oas Corporation, covering sll of Assignor's right, title and Interest in OCS-G 3336, Block 35, South Timbalier Area, INSOFAR AND ONLY INSOFAR as the Southeast Quarter of the Northeast Quarter (SE/4 NE/4) and ihe Southeast Quarter ofthe Southwes! Quarter of tlie Northeasi Quarter (SE/4' S'.V/;/4"NE/4), ilmttod to ihe depths from .the.str 'lljaphio equivalent:, of tbe'(op: oflhe E-3 sand as enewntered at 14, 82' MD tothe Array InductionZfhWDetector tfiinsity ComtVetisated Neutron OR log of the South Timbalier Block 35 OCS-G 3336 Well No.' 7 down to the stratigrapliic equivalent cf 100' below 15,814' MD as found on the aftjresaid log in the aforesaid well, together with all of Assignor's right, title and Intfmt in and to QCS-0 3336 Well No. 7, and the well's caisson, flowline (up to, but not beyond, Chevron's sole account equipment on Platform "D"), and equipment on the caisson.

ind Gas Cease, South TimbaUer Bloclc 36,.dated effeclive May 1,1974, from the United States of America, as Lessor, to Oulf Oil Corporation, Mobil Oil Corporation, Texaoo, Inc., and Tenneco Exploration, Ltd. as Lessees, bearing Serial No. OCS-O 2624 and covering all of Block 36, South Timhalier Area, as shown on OCS Official Leasing Map, Louisiana Map No. 6.'

Assignment of Overriding Royalty Interest, dated effective May 1, 1974, whereby Gulf Oii' Corfioratlon transferred tffv overriding royalty litt«^"«i|U(ij;.to thir '-lhreeand one-third percent of tlif«-fisuftlw of one percent o isight"^!^, to M^fe-Piffjjtei'm Coip-arkMi in OCS-G 2624, all of Blb'ek' 36, Soufh Timbalier Area, OCS Leasing Map, Louisiana Map No.6.

Assignment, of Overriding Royalty Interest, dated effective May I , 1974, whereby Gulf Oil Corporation transferred an overriding royalty interest equal to thirty-three and one-third percent of one-fourth of one percent of eight-eighths, to Continental Oil Company, in OCS-0 2624, all of Block 36, Soutb Timbalier Area, OQS Leasing Map, Louisiana Map No,6.

Assigmnent of Record Title Interest, (feted effective October 1, 1974, by arid between Tenncoo Exploralion, Ltd,, as Assignor, and Tenneco Exploration II, Ltd., as Assignee,

Merger and Change of Name Recognition, dated effective January 1, 1977, whereby the Bureau of Land Management recognized tho merger of Chevron Asphalt Company and Chevron USA. Ine, Into Chevron Oil Company and the change in name of the resulting corporation to Chevron U.S.A. Inc.

Conveyance of Overriding'Royalty Interest, dated effective January 1, 1983; whereby Tenneco Offshore Company, Inc. conveyed to tbe Tel Offshore Trust Partnership an overriding royalty interesf equivalent to a 25% net profits interest in all ofthe net procseds attributable to South Tlmbslier Block 36, Lease OCS-0 2624.

Merger and Chango of Name Recognition, dated July 19, 1985, Wlierefcy the Minerals Management Service of the United States Department ofthe Interior approved the merger of Chevron U.S.A. Inc, with' and into Oulf Oil Corporation. The name of the surviving corporation is Chevron U.SA InO. Tha effeotive date ofthe merger is July 1, 1985,

Assignment of Record Title Interest, dated effective October 31, 1986, by and between Tenneco Exploration 11, Ltd., as Assignor, and Tenneco Oil Company, as Assignee.

Soutb Ttm and Su ooUlaniS Dlvwdnejit ASPA Exhibit A - Usi ot Awals Extcutlon Version

Assigmnent of Record' Title Interest, dated effective October 31, 1986, by and between Tenneco Exploration, Ud., as Assignor, and Tenneco Oil Company, as Assignee. •

AssigTihien't of Rcdord Title Interest, djted- effective .Sepfembar 30, 1988, wbsfaby Tenneco Oil CompAnj? tvans&rretl * record Title interest egual to 8.33333%!to TtX-aolf of Mexic*. Jno., In OCS-0 2624, all ofBlock 36, South Timbalier Area, OCS Leasing Map, Louisiana Map 1 0.6.

Mferger 6ni, Change of Name Recognition, dated Marc)) 1.9B9, iwbereby the .tyiiaeigls MartisgBmeriU Service •ofthe Uniiwd States Department of the Interior .tfpwoyti the ttfcrgsr of TOC-Oulf offtfeitico iiie, with and into Chevron. U.SA. Inc. The name of the s.Urvfl.vibg corpppatlftn Is GlicVrbn'US.A,- Ini. W effective date of the merger is Deoember 31, 1988.

Asslgnhwnt Ofêord.- Title Irttoesft dafcd effective iiariusly 1, l ^ l v whereby Mnb'jl Oil Exploration and Prod»®1.ngSotrfh^st Inc. trBjW&rred a.33.3333^"Veoirfd title intsrest' to Chevron U.S.A. Inc., in OCS-0 2624, all cf Block 36, South .Timbalier Area, OCS Leasing Map, Louisiana MttpNo,6.

Assignment of Record THIe Interest, dated efftetlve January 1,1991, by and between Texaco Inc., as Assignor, and Texaco Exploration and Production 3 nc, as Assignee.

Bill of Sale and Coaveyance of Weas'nrement Facilities and Riser, dated eifeolive May 1, 2002, whêby^ffessee Gas Tjipijllne Co.tfl|&i^fid'C£^ assjgjjcdiiftêrship of a tJ&aUS-inch m^sfinngisiiafion. (#l-9002^48sq^l.^3ping, ?nd^pi}iteninei!s as well as a riser loeated on Soutli Timbalier 36 "B" platfdrift to Ciieyfbn U»-83vi Jnci

Assigjirntnt of-Record- Titie •.Interest, dsisd ef/ictlve May 1, 2002, whereby Texaco Exploration and Prbductidtt Inc. tronsfti-red a 22% f ^ M l i s int,flrest to Chevron U.S.A. Inc., in OCS-0 2624, all of Block 36, South Timbalier Area, OCS Leasing Map, Louisiana Map No.6,

Partial Assignmient of Operntlng Rights, dated effeotive March 3, 2005, from Chevron U,S.A. Ino. fo Walpsr Gli & Gas Corporation, covering a 50% Intcrfesl in'the Opiating •eights In OCSÎ 2624,Biiqck 36, &out.|) ltnbaJIer Area, I $.ClFAR AND ONLY INSOFAR as tfeNl^Kiy i/4, limlt^- to the dgiihs from the stratigraphic equi'vatent of the top of the B-3 sand as encountered at 14,560' MD of (he South Timbalier Block 35 OCS-Q 3336 Well No, D-l down to the stratigraphio equivalent of 100'.below 15,500? MD as found on to the Array Induction Imager Dipole Sonio Compensated Neutron log of the South Timbalier Block 36 OCS-G 2624 Well No, 2,

The CONffRACTS;

6l,SNfl,,-6?S244i FarnJwtt Agrcoliicnfv.datea effective Marsh I5,200'9,. bets en Chevron U$A-. Inc. ami Wijlfer Oil & Oas CorpOration, ^ f l ^ ^ h o v r t i h itoih»^-0|î»llrie rtgBKWyeiipg tl»ffli'1«iiaitt 01P*S 35 end'3#, Sbulfi Tim&aller Am, OCS U^lngMap.. Louislajia Map ^pie, atfecting.flcrBBgtlh thfe SE/4 NB/4 and Si£/4 SM4iNB/4 of Bldck'SS, artd tfe.N/2 N ^ V o f Blocjc 3 , cotrtalriln'B^WS.&aqreS, rnbffi or less, and covering those depths from the top ofthe "E-3" Sand as encountered at 14,560' MD in the OCS-G 3336 Well * > I down to 16,500' TVD.

Letter Agreement, Amendment and Addendum to Farmout Agreement dated March 28,2005, from Chevron U.SA Inc. to Walter Oil & Oas Corporation, amending fhe terms and conditions ofthe Farmout

South Tim and Eugene Island Divcaunenl ASM Bxhlbh A - Lh>( of Assets fixecutlop.Version •

Agreement as captioned In the agreement's Exhibit "E," removing reference (o the 7400* of 6" flowline and "D" Platform.

Letter Agreement, Time Extension & Amendment to Farmout Agreement, Cessation of Production OCS-G 2624 Well « , dated September 4, 2007, from Chevron US.A. Ino-. to Waiter Oil & Oas Corporation.

o iam MttDffi . Sole, Gpnveynnee and Assignmentj.dated effective August 8, 2007, whereby Chevron USA. Ine. iransfbrred .to V/tilfer Oil & Gas Cotpotttflon all of Chevron's right, title 'ahd mterest in and to South Timbalier Block 35 OCS-O 3336 Well'No. 7, and the well's caisson, flowline (up to, but not beyond, the Chevron sole account equipment on Platform "Ti") and equipment on the caisson.

Processing & "Contract Operating Services Agreement, dated December 30, 2004, between Chevron U.S.A. Inc. and Walter Oil & G6a Corporation, whereas Chevron and Walter Oil & Oas desire to produce .oil, gas, condensate and produced water from the OCS-0 3336 Well No, 7 located on Blook 35, Soulh Timbalier Area, and the OCS-O 2624 Weil No. 2 located- on Block 36, South Timbalier Area, and to redeliver the oil, gas, condensate and produced water production from the wells into certain gathering andtor pfpeiine systems.

Letter Agreement, Amendment to Processing A Contract Operating Agreement, dated November 28,2005, and made effecllve Ootober 1,2005.

Letter Agreement, Termination • Notice Amendment to Processing & Contract Operation Agreement, dated May 18,2006.

Letter Agreement, Amendment and Addendum to Procesafng & Contract Operating Services Agreement via Sale, Conveyanco and Assignment dated August 8, 2007, from Chevron U.S.A. Inc. to Walter Oil & Gas Corporation, amending, the terms and conditions of the Processing & Contract Operailng Services AgreBtnenLdue tothe sale; conveyance and assignment dated August, 8,2007, from . Chevron U.SA. Inc. to Walter Oil & Gas Corporation of all of Chevron's right title and interest in and to the OCS-G 3336 Well No. 7, and the well's caisson, flowline (up to, but not beyond, the Chevron sole account equipment on Platfonn "O") and equipment on the caisson,

Letter Agreement, Ajnefldment and Addemiinn to Processing & Contract OpcrBting Services AglTccnient dated Deoeittb'er--231 2007, from tftwron US.A. Inc. fo Walter Oil fe OaB.. Corporation, amending the terms and conditions of the Processing & Contract Opereting Services Agreement tu include several new articles tothe agreeiftent.

Letter Agreement, Amendment and Addendum to Processing & Coirtraet Ogcrating Services Agreement dated effeotive February \9, 2008, from' 6hm<in U.S.A. Inc. to wateir Oil & Gas Corporation, amending the terms and oonditions of tho Processing & Contnict Operating Services Agreement to terminale the applicBbility of OCS-0 3336 Well No. 7, including, but not limited to, its caisson, flowline, equipment and production, and Walter assumed aU obligation and liability for the well and its caisson, flowllne and equipment, subject to continued processing of production from OCS-G 3336 Well No, 7 under the terms ofthe agrcemem.

South Tim raid Eugena Island Dlveslmeffl. ARC A Exhibit A - Uat of Assets ExfenttlonVereior

I^fjter A^ccm«nt^î^»neMi' ana;:Addc.ijiIu^ fe fwrni i t ig & QmitaA OperaUitg- SMTtcia

SMxstZIA JUiid'f!roC6Sskig^p.ai^nedJi)l5eBnllio^ •

OLS No. 6988fiSv MKM^»îng;Aî<sc«i«nt,dêd tffecfive Pafiember ^'ZOO^ between tpijowon Uia.A. IncM Walte Oil ^SiSBS-feprppraiiob, whSfeas tlwpflHies iJ^Wtp.ejiplQra, d^^Woee and tSpwuie wSUi^ In tho Farmout Area eovenrf by tbe Farmout Agreement dSttd hMi V$', 2W, M. 45^ Pi-^mi JSghi io Jhirokase by Walter Oil and Oas Corpw'atbn, IS days.

I etteti A^fecfnenf, ensient to Dlsclo)te.a9ted'Mfire& 1,2015, from Chevron U,S A. Inc, to Walter Oil & Oas OotyfcratlbYj jetpisaiijg consent to dlsefaJe qdnftdentlal Information as part of a proposed sale,

OL8 No, ym'44i P^lne TIC'-lBAtgreeiD'ent South Timbalier Block 35, effective as of September 1, 1984, between Culf Oi) Corporation and Chevron Pipaline Company.

OLS.Nn.43S0!Wt Coiinertipit Agreenieot, effective as of June 26, 1998, between Cbevron U.S.A. Production Co, and Chevron Pipe Line Company, (Consent to Assign, Section IS)

End of SOUTH TIMBALIER 36 FIELD

South Ttm and Eugene Wmd Divaslraent ASPA fitbibit A - Ll at of Assets Execution Veislon

SOUTH TIMBALIER 37 FIELD

Tlje ASSETS!

IHift AflfcAS and LfcASK ftinfofo

Area/Blnck Lease • Description/ Acreage Depths

Hecord Title/ Operating

Kfebte Interest

• Net Revenue Interest

'• South .• Timbalier

Area 'BIock 30

OCS-0 13928

Part of 8101*30, , within the

boundaries ofthe •ST 30/37 Unil ' {Contractual),

containing 51,487 aores, more

orless

• The depths between measured depths of 1I-,710'

• and 11,784', and fbrther only

. Insofar as fhe D-2 Sand lies within

; the portion ofthe lease of that

. eertain ST30/37 ' ' Unit{e«Tiiraetuai)'

100,00000% Wl 83.00123%4 .

South Timhalier

Area, Block 37

OCS-G 2<525

AU Block 37, containing 5,000

acres, more or less •100.00000% RT Varies5 .

South Timhalier

Area, Block 37

OCS-G 2<525

• NEW 1^672 • SE/4NE/4;N/2 NW/4 NE/4 Block.

37, containing . 625,0 acres, more;

orless (ST 3.7 "C"

. , Leiise).

100.00000% WI ". 82,77897%i

South Timhalier

Area, Block 37

OCS-G 2<525

• NEW 1^672 • SE/4NE/4;N/2 NW/4 NE/4 Block.

37, containing . 625,0 acres, more;

orless (ST 3.7 "C"

. , Leiise).

r 18,000'-99,999' TVDSS 83,33333% OR 68.98248 %5

South Timhalier

Area, Block 37

OCS-G 2<525

S/2 NW/4 NE/4; SW/4 JJEM; W/2

SB/4 NE/4; NWM; SWM; SB/4 Block

37, containing 4,375 acres, more .

or less (ST.37"Ar Lease)

0-18,000'TVDSS 5 100.0.000.0% 82.945'631'

South Timhalier

Area, Block 37

OCS-G 2<525

S/2 NW/4 NE/4; SW/4 JJEM; W/2

SB/4 NE/4; NWM; SWM; SB/4 Block

37, containing 4,375 acres, more .

or less (ST.37"Ar Lease)

IBiOOO* TVDSS-99,999* TVDSS

66.66667% OR = S5,29?D9%'.

South Timbalier

Area, Block 38

. OCS-G 9637

All Block 38, oontaining 5,000

. acres, more or less 100.00000% RT 81,33333%* ;

South Timbalier

Area, Block 38

. OCS-G 9637

[ NW/4 NWM NWM; m NWM

• • NWM; NB/4 NW/4; NW/4 NWM NE/4 625 acres

12,100' TVDSS-16,603* TVDSS 0,00000% OR 10.33333%

ORRI

Sowfh Um and EUBSM klnmJ Dlvesuwinl ASPA Buhlbil A - Usi of Assets fiMcullon Vereion

ST 30/37 Unit

. Contractual ; Unit Covering

Parts of OCS-ai3928 OCS-G 2625

Being 5).487 . acrus in S/2 S/2 of

B1ocfc30, and 140.503 acres In

N/2 N/2 ofBlock 37, containing

. 191.99 acres, mors or.|e?s., ..

D-2 sand only 11.710* MD-11,784'MDas

seen in log.of ST 30 OCS-G 13928

Well #2

100.00000% Wl. 82.62767%'

ST37/4S H .• Unit

• Contractual Unit Covering

Parts of OCS-G 2625 OCS-GHSIS (expired on 03/12/2016)

• 1562.868 surface , ' aores being

located in a • . portion ofthe S/2 Block 37

TopofB-8, 00'Sand-17,000' TVD

100.00000% WI 82.683 im2

1 Refleots Boiler's net reverme tnto'rest subject to tko O".3 io% Zilkha ORRI After Payoat and having proditaed In excE6sof30BCFB, • . ' * Reflects Seller's net revenuo Intorest suta'aol to the 0.26250% Zilkha ORRI Aftar Payout. Please note the termination of ST 48 OCS-0 14518 Lease 3 25% TBL Trust Net Profit Inlerest burdens ST 37, caloulated as follows: ,0026094 (orifiliial Twneoo WI) x .25 fNPI) x I (CVX Wl) * 5/6 (Royalty) - .00054363 4 Roflootj-Sellcr's net rnvcnuc Interest in (heSr30/37 Unit D-2 Sand subjeot to Lessor's Royalty and tho 0,33110% ZfUtha ORRI, which ORRI Is caloulated as follows: 1.23000% Gross ORRJ multiplied by traot pmHoIpatlon ftctor of 27% for the ST30/37 Unit D-2 Sand, oalculated as Afler Payout and having produced. In excess of 30 BCFB. In the event of termination ofthe ST 30/37 Unit, fte APO El Paso ORRT, over 30 BCFB, would be 1.23000%; In these olroomstances, Ihe NRI attributable to the portion of the D-2 Sand within the boundaries of tlw Subject Lease would be 82.10300%. . • * The Record Title ownership for ST 37 Inoludes ORRI paid under the following wells subjeel to Letter Agreemenls under QLS#112454:1-7 & 1-4 STl Wells having a NRI of 82,93026%; and under QLS#I 12414: C-7 (SboWn) Well havlngaNRI of 8184197%, C-1! Well having a NRI of 8279797% and the C-I.O Wall havlnga NRI cf 82,89600%.

THe LEASES; .

Oil And Gns LiSnSo, South Timbalier Block 30, dated effeetive May 1, 1993, from the United States of Amerioa, as Lessor, to Falcon South Power, Inc., as Lessee, bearing Serial No. OCS-0 13928, covering Block 30, South Timbalier Area, containing 5,000 acres, more or less.

Assignment of Overriding Royalty Interests, executed July 30, 2001, but effective August 2, 1997, from E! Paso Produotion OOM Inc, to Harmon Family Revocable Living Trust, et al

Assignment of Agreements, effeotiYe February 1,2003, from El Paso Production GOM Wc to Chevron • U.S.A. Inc.

AjSigrmienf of Operating Rights, Bill cf Sale and Cqnyeyanfse, .efleeiive February 1, 2003, from B! PasfrProdttctlon QbMIno to Chevron USA. Inc., oonyeyipg.?7.0S47§% Opemting Rights interest only as to the D-2 sand within tbe geographical boundaries of theiST 30/37 Unit,

Soutb Tim and Bugene Island Divestment ASPA Exhlhlt A • Uat of Assets Execution Venian

Side Letter Agreement, dated Mar* 17,2003, but effective February I , 2003 by and between Bi Paso Production OOM Ino and Chevron USA. Inc., regarding the validity ofthe assignment which will not be approved by tho MMS."

Assignment and Bill of Sale, effective April 1, 2006, from BP Exploration & Production Inc. to Chevron USA. Inc., conveying a 22,94521% operating rights interest only as to the D-2 sand witbin the geographical boundaries ofthe ST 30/37 Unit.

l6pNP,->09fcl8 Ofl and Gas Lease, South Timbalier Block 37, dated effective May I,-1974, from (he United States of America, as Lessor, to Oulf Oil Corporation, et al, as Lessee, bearing Serial No, OCS-0 2625, covering Block 37, South Timbalier Area, eontaJning 5,000 acres, more or less.

Partial Assignment of OSI uad'Gas Leases, dated April 30, 1974, from Tenneco Exploration, Ltd. (8 1/3%), as Assignor, to Tenneco Oil Company, as Assignee.

Partial Assignment of Oit and Gas Lenses,- datad April 30, 1974, from Tenneco Exploration, Ltd. (2.887935%), as Assignor, to Tenneco Exploration 11, Ltd, as Assignee.

Assignmeot of Overriding Royalty Interest, effective May 1, 1974, from Oulf Oil Corporation to Continental OU Corhpahy, conveying a 33.33% of 'A of 1% of 8/8ths ORRI,

Assignment of Overriding Royalty Interest, effective May I , 1974, ftom Oulf Oil Coiporation to Marine Petroieum Corporation, conveying n 33.33% of % of 1 % of 8/8ths ORRI.

Agreement of Compromise, dated May 11, 1970, by and between Marine-Petroleum Corporation, Gulf Oil Corporation, and Oulf Oil Company, U.S,

Assignment of Undivided Interests in Part of Oil and Gas Lease, effeotive January 1, 1977, from Mobil Oil Bxploratlon and Producing Southeast Inc. to Oulf Oil Corporation, conveying a 16.67% interesi in and to the NE/4 NE/4; E/2 SB/4 NE/4; N/2 NWM NE/4.

Aet of Sale and Assignment, effective Sepiember 1, 1982, from Texaco Ino. to Texaoo Producing Inc conveying ail right, title and Interest.

Conveyance of Overriding Royalty Interests, effective January 1, 1983, from Tenneco Offshore Company, Iric, limited partner of tenneco Bxploratlon, Ltd, lo tbe Tel Offshore Trust Partnership,

' oonveying a 25% of 5/6ths of 0.260936% Net Profits Interest.

Merger and Change of Name Recognized, effective July 1,1985, by and between Gulf Oil Corporation with and into Chevron U.S.A. Ine.

Assignment, dated November 10, 1986, effective October 31, 1986, from Tenneco Exploration II, Ltd. (2.626999%), as Assignor, to Tenneco Oil Company (5.445398%), as Assignee

Assignment, dated. November 10, 1986, effective October 31, 1986, ftom Tenneco Exploration, Ltd. (0.260936%), as Assignor, to Tenneco Oil Company (8,072397%), as Assignee.

South Tim tmd Eogcne Island Divestment ASPA Exhibit A - List of Assets Execution Votslon

Asrignmenl of Leasehold Rights, Title and Interest, effeetive July, 1, 1988, from Tenneco Ol! Company to TOC-Gulf of Mexico fnix, conveying all right, title and Interest.

AcEejitaiico of Merger, effeptive December 31, 1988, by and between TOC-Galf of Mexico Inc with and • into Chevron U.S,A, Inc.

Change of Name Recognized, dated March 18, 1991, whereby Texaco Producing Inc. changed its name to Texaco Exploration and Production Inc. evidence of which was filed with MMS on Maroh 18, 1991; effective January 1,1991,

Assignment of Record Title Interest, effective May 1, 2002, from Texaco Exploration end Production Iric to Chevron U.S.A. Ino, conveying all right, title and interest.

Assignment of Agreements, effective February 1, 2003, from El Paso Production GOM Inc. to Chevron U'.S.A. inc. . •

Assignment of Record Title Interest in Federal OCS Oil and Gas Lease, effective April 1,2006, from BP Exploration & Produotion Inc. to Chevron U. S.A. Inc., conveying 100% Record Title.

Assignment and Bill of Sale, effective April l , 2006, from BP Exploration & Production Inc. to Chevron U.SA. Inc., conveying various leases, ioterasts and depths.

Assignment of Operating Righls Interest in Federal OCS Oil and Gas Lease, effective April 1, 2006, from Chevron U.S.A. Inc. lo BP Exploration & Production Inc., covering 16;66667% Operating Rights interest to the NB«N)3/4; E/2SB/4Na'4; N/2NW/4NB/4 as to all depths from 18,000' TVDSS down to 99,999'TVDSS ,

Assignmentof Opera Bng Rights Interest in Federal OCS Oil and Gas Lease, effective April 1,2006, from Chevron U.SAi. Inc. to BP Exploration & Production Inc., conveying 33,33333% Operating Rights interest to the S/2N^/4NB/4; SW/4NE/4; W/2SE/4NBM;NVW4;SW4;SBM as to depths from 18,000* TVDSS"down to 99,999' TVDSS,

ffLSNo,0?p7^v OlJinria' Gn» Ltiase, South TimbaUer Bloclc 38, dated effective May I , 1988, from the United States of America, as Lessor, to Elf Aqultalne, Inc., el al, as Lessee bearing Serial No. OCS-0 9637, covering Block 38, Soath Timbalier Area, oontaining 5,000 acres, more or less.

Assignment of Overriding Royally Interest, dated effective January 1, 1999, by aod between Millennium Offshore Group, inc. and Krescent Energy Company, LLC

Asset Sale Agreemenl, effedive July 31, 2000 by and between Millennium Offshore Group, Inc. and Chevron U.S.A. Inc.

Assignment and Bill of Sale, effective August 1, 2000 from Millennium Offshore Group, Inc. to Chevron U.S.A, Inc.

Assignment of Record Title In Oil and Gas Lease, effeotive August 1,2000 from Millennium Offthore Group, Inc.to Chevron U.S.A. Inc.

South Um end Bugene lalond Dlvestroant ASPA ttxliiblt A - L!»f of Assots Ejtuoution Version

Agrocment to Amend Assignment of Overriding Royalty Interest, efibctive Jnly 31, 2000 by and between Millennium OffthoreOroup, Inc. and Krescent Energy Company, LLC

Assignment and Bill of Sale, effective Aogust 1,2000 ftom Chevron U.SA, b», to Texaco Exploratian . and Production Inc. convey ing a 50% interest

Portia) Assignment of Record Title In Oil and Gas Lease, effective August 1, 2000 from Chevron • U.SA. Ino. to Texaco Exploration and Production Inc. conveying a 50% interest.

Letter Agreement, dated December 7, 2000 by and between Chevron U.SA. Inc. and Texaco Exploration and Production Inc.

A-ssignmcnt of Record Title Interest, effective May I , 2002 from Texaoo Exploration and Production Inc. to Cbevron U.S.A. Inc. conveying a 50% interest,'

Parllal Assignment of Operating Rights Interest In Oil and Gas Lease, effective November 29, 2004 from Chevron USA. Ine. to Bois d'Arc Offehore, Ltd. conveying 100% Operating Rights interest In covering NW/4NW/4NW4; E/2NW4NW/4; NB/4NW/4; NW/4NW/4NE/4 of Block 38, South Timbalier Area, limited to depths from 12,000' TVDSS down to the stratigraphic equlivant of 100* below 16,503 TVD. " • '

Action Corrected, Action Corrected on August 30, 2011 from the Bureau of Ocean Energy Managenjenl concerning (Operating Rights Assignment effective November 29, 2004 from Chevron U.SA, Inc. to Bois d'Arc Offshore, Ltd.).

OLS No. ^8341) Ofl and G£u tmsti (now expired), South TimbaUer Block 48, dated effective May 1, 1994, from tho United States of America, as Lessor, to Zilkha Energy Company, as Lesssee, bearing Serial No. OCS-Q 14518, covering Block 48, South Timbalier Area, containing 5,000. acres, more or less, (lease expired on M&roh 12, 2016, included herein due to ST37/48 H Unit and associated agreements).

Reassfgnnient of Not Profits Interests ond Assignment of Overriding Royally Interests, effective July 1, 1997, by and between Zilkha Energy Company, as Assignor and Hamon Family Revocable Living Trust, et al, as Assignees,

Assigmnent of Operating Rights, Bill of Sale and Conveyance, effective February 1, 2003, from El Paso Produotion GOM Inc to Chevron U.S.A Inc., conveying 100% Operating Righls Intetest

Assignment of Agreements, effective February 1,2003, from El Paso Production OOM Inc. to Chovron U.S.A.Ino, '

Assignment of Record Title Interest, effective September 1, 2013, ftom ATP Oil.& Oas Corporation to Chevron U.S.A. Inc., conveying 100% Record Title interest

The CONTRACTS:

QLSNQ. m4Sit> Operating Agreement, Blocks 29, 36 and 37, South Timbalier Area, Offshore Louisfena, as amended, effective May I , 1974, by and betweesi Oulf Oil Corporation, Mobil Oil Corporation, Texaoo, Inc.,

South Tim end Eugsne Island Olvesmwnt ASPA Bxhlblt A - List of Asset* Exeoalloii Version

Tenneco OH Company. Tenneco Bxpioration I f , Ud, and Tenneco Exploration, Ud. Section J?, Preferential Right to Purchase by BP Exploration & Production Jnc, JS Dm-

Letter Agreement, dated July I , I99S, from Chevron USA. Production Company to Vastar Resources, Inc., covering tbe participation in tha 1-4 Welt

Letter Agreement, dated May 19, 3999, from Chevron U.SAi Production Company to Vastar Resources, Ice,, covering the participation in the 1-7 Well.

%m&t AgreciBBni>.dftted.Ooto.ber.22,2004, from Chevron U.S.A, Inc to BP Exploration & Production Ihc;, .opverlng'fte.pa.rtToipajlpn |iv tlie 1-4 & K7 Wells.

OLS Nd. 312414; Afirebft'tlitt (ST 39 JOA ParQ, as ameriijedi effective January 1, 1977, by iiird. bstwjicn Gulf Oil OferporisMij Tiixaeo Inc, Mobil Oil Corpdrjtlon, tenneco Oil Company, Tennefip'Exfifctatleih II, Ltd. Section 19, Preferential Right ta Purchase by BP Exploralion & Production Inc., 15 Days.

Letter Agreement, dated September 24, 1979, from Gulf OH Exploration and Production Company to Mobil Oil Exploration & Producing Southeast Inc, covering the participation In the C-7 Welt,

Ldtter Agreeiftent, dated.MaH* 12, 1998; from Chevron USA.. Rwdiic.ltgn Coippainy to Mobil Oil BKploi'aifoif & jyiddiicirigS ilfHeast Inc., ebVerlng the ppftlclpajtlow in theôfter over in the C-7 and the" 041 new driU, .

Letter Agreement, dated July 25,2001, from Chevron U.S.A, Pnbduotlon Company to Vastar Resources, Ino., covering tbe participalion in the C-9 & C-10 Wells.

OLSNb. 011)881: ST'37/48 H Urift Operating Agreement, as amended, elective June 15,1995, by and between Chevron U.S.A. Inc^ Mobil Oil Exploration end Producing Souiheast Inc., Texaco Exploration and ProduUtion Inc., and Zilkha Energy Co,

OLSrNp. 023931! ST' 30^7- tjftl'f Operating Agreement, as amended, effective October 9, 1997, by and between Chevron U.S.A. Inc. , Mobil Oil Exploration and Producing Southeast Inc,, Texaco Exploration and Production Inc., and Zilkha Energy Co.

sset Sale "Agreement, as amended, dated July 31,2000, by and between Millennium Offshore Group, Inc snd Chevron U.S.A. Ino., ST 38.

.Fiirtfjiiuie and Sale Agreement, dated FebnjaTy-20,2003, by and between Bl Paso Production GOM Inc, as Seller and Chevron U.S.A, Inc. as Buyer, ST 30 & ST 48,

Amendment to Purchase and Sale Agreement and Indemnity Agreement, dated Maroh 18,2003,

Sumh Ttm aod Bugene island Dlvosbnent ASPA Extiibll A - \te of Assets Execution Verelon

jjartixriiil' A^fcincdt, cffwlivc I^JftW, by aod bej eaii Clievrpn U.S.A. Inc. and Bois d'Atc jasTiiji'fJi' tTa' caWrln^variats lands and aepths in South imbttlii>K3S.

l?ui'*b'nwana.6n)e Agecemeut for Preferential Purpliftiw Hlght Holder, dated Jutie 23, :2D06,.by and between BP Bxpioration and Production Inc. and Ghevrbn U.S.A. Inc. and Union Oil Company of California,- including Soutb TimbaUer Blocks 29, 36 & 37. (Constnl lo Assign, Section 17, by BP Exploration ond Pfoduotion Inc,}

Purchase and Sale Agreement, dated April 18, 2066, by andbetween BP America Production Company and Apache Corporation.

Litense' A^Wt?'*, Pl&USjrm Radio.$ng. Equlpttenij asdpiended, dated' i inpfy •'K5, 2{il.l, by and b'&lWear>."Giie>rrbn Mjsrth America bxplprjiion ana'Prbijuctieip'iConipany, a dlvisiijn.ofChevron U.S,A. Inc. as Licensor and Stratos Oflshore Service Cntnpaity,' iitoiodiTiig So'uth Timbalier 37), 52A;

OLSgf0.01^S7t PJatijjm v^veement South Timbalier 37 "Af.naffo^ ciifcetlvie jas .of August 1. 15??. «s Biriiei'id^dl:.bijf*e*C}ievron U.SA. Ino., Mobil Oil expl'orîo'ri andTro>omg.ûttica5i iffK arja Tfixafco Explori»tr6h'and j^pdyeÎon Inc., ajgDjisftovery Pro&cer^.erViotjs ttSjafid-DiseoV.e(y..Oa3 franslWon LLC. ft alsoJntrqdljOBS; a fee for D^f' meter 23007. (Consent to Assign, Section 7.6. l).

Virm Trtnspoiifcslion -Service -Agreement, PT.2 Schedule, effective as of December 22, 1997, as amended, between Discovery Oas Trammlssion LLC and Texaco Exploration and Production, Ine, (Partially Assignable as it pertains lo BIV873 ami ST 37)

Dfodiint. fo-.ttiti Firm f j'ensportatipn Agf eeiacrtt, dated OetfembtJr 22;. 1997, MKWsfcn Dlstaover^ Oas Tfansniisslofi&Oand TtotaooExÎpiptiori and' Wbdu'ctlon.Jhic. ,(rBPl'i rt§hl<f. imfcrMs^coW l^X .jtfeft t&tmifaQd io 111$ .moeessortf- orpBtmit'tM tmlgns. ftf'tfyi ftommi'md-Aodtiotion lis&d wwfo-Bxhiblt T> of the FTS2 Contact.)

C^ndenBsfe?SepBVation, Handling and Stabiliratlan Ajgrcement, efftetive as cf Decenib'ef 1997, as amended, between Discovery Oas Transmission LLC and f bcaco Bxplorstfai and Prodwlicm, Inc. (Partially Assignable, Consent ta Assign, Articia XVI/16.1)

Condensate Transportation Agreement, effective as of December 22, 1997, as amended, between Disoovery Oas Transmission'LLC and Texaco Exploration and Production, Inc, (ParihllyAssigtwble)

PMrtfesc anijS.ale Agreement, effeetive Septemttttr 1, 2013, by and between ATP- Oil & Oas Corporation, as Seller and Chevron USA. Inc. as Buyer, covering 100% Record Titltt Interest in and to ST 48, OCS-O 14518.

South Tim and Rugeae tslsnd tXvtstment ASPABxMMIA-UalofAaseU BxBcution Veraiun

kgreBineW'K caied'-Aueust 2ft, l-9)/Si.effeetive as of A!^g§t-S(j'JSfe between DOT, pf>S and'Tek'sc© B)lipToraion-'a«a;

Production, Inc. (Consent to Assign, Attck C Page 11) '

OliS..Nb. 83<543& DJs9pVe]rj' €iflj Br^ws'ng and Frac«Dnatton Agreement, dated effective November 3, 2010, between Chevron U.S.A. Ino. and Disoovery Producer Services LLC, ST 36 and ST 37 are dedicated to this Aêemejrifc!' howevef; shotltd tipwftt'Oi*! prdbtens force production from ST 52 platform over to ST 37, tJifc'jjis-iihijjr be prboessfed wndfflvthis'AjSfe&tfenl. (Assignable with consenl)

QLSNo.:360i)65t Bcb>4rSlimt: S^VvicBS Agreement, effective as of January 01, 2003, between Discovery Producer Services LLC and Texaco Exploration and Production, Jnc. (Assignable wilh consent)

End of SOUTH TIMBALIER 37 FIELD

South Tira anaBogene Wand Divcstmetit ASPA BxhSWt A - Usi of Acsots Execution Verslofl

SOUTH TIMBALIER 52 FIELD

'• Aresftllack Lease Descriptlon/Acrtage Depths Record Title/

Opera tingXlfglits Interest .

Net Revenue < Interest(1)'

" South Timbalier ,

Area, Bioek 51

OCS-0 mo All ofBlock 51,

tontainli^ 3,772.18 uans, more orless

Ail • depths

100,00000% RT 83.33333%

South Timbalier :

Area, Block 52

' OCS-Q 1241 :

S(2; S/2Ntt;NBMNE/4;' B/2NW74NEM;SW/4 NW/4 NE/4; S/2 N/2 .

NW/4 containing 3,477,48 aiwes, more or

loss Ail

depths 3 00.00000% RT

77,08333% South Timbalier :

Area, Block 52

' OCS-Q 1241 :

NWM NW/4 NB/4, N^ ' ' . N/2 NWM Block 52, containing 294,7 acres, :

more or less

Ail depths

3 00.00000% RT

82,29167%

OCS-O 8'6 J5 No.

ROW Segment-' 8073

• •platfoTBt"CC"inST51,'• " to Platform in ST 35

• 100.00000% RT N/A

OCS-Q 8387 ROW

SegmentNo, 8087 •

Platform "EH in STd5,to ' SSTI in ST 51, all in South'

. TimbaJierArea 100.00000% RT N/A OCS-Q

8387 ROW SegmentNo.

11872

SSTI in ST 51, to Platform "CC in ST.51, all m South Timbalier Area

100.00000% RT N/A

(I) refl eioie work ngjlntorest lew (Abfeypahare'shdrcnTlea lalfiileh The above leasohdld Interests are owned by Chevron U.S. A. Inc.

The LEASSS:

OLS No. 053043; Olltttia Gits' LiwSe, South Timbalier Block 51, dated effective May 1,1962, from the United States of Amerioa, as Lessor, to Callfbrnla Oil Company as Lessee, bearing Serial No. OCS-0 1240 and covering all ofBlock 51, South Timbalier Area, that portion jn Zone 3, as that zone Is defined in theagreement between the United States ahd the State of Louisiana, October 12, 1956, as shown-on OCS Official Leasing Map, LouhianB Map No. 6, Outer Continental Sheif Leasing Map, Louisiana Offshore Operations.

Merger and Change of Name Recognition, dated July 22,196S, whereby the Minerals Management Service of the United States Department of the Interior approved the merger of Chevron Oil Company witb and into California OU Company. The name ofthe surviving corporation is Chevron Oil Company. The effective date of the merger Is July 1,1965.

Soutli Tlrh and Eugens Islatid EHvestinent ASPA Exhibit A - Ust of A«set5 ExprnitlonYersinn

Mdi-ger' »nd.G>iafl .*r'NJiW,c.Ti(a!ogMiy()j), dB^S ffefcUve Jmwry i , 1977, ivhereby the Buresu of Csntf'taanagfcmejit r ccigi.iTzed' ihe raerger .ep.'ehe'Wort Asijjliitlt Ckjmpany and Chevron U,S,A. Kc. into Chiî^-.OHGoiripany,{«i;d^ U-S.A. Ino.

Meiêi' and Change of Name Sci>ogiv!Roi)i dated .Jftiy iJ,.19.Si, thereby Jhe^mei'al* Iflanteemept Serviee ofthe Uniied'Statsss Dqwdi i ) ^^ the.Interior-.ittiR/PVjJdthe m t y t V--^ - T

and- Into Oxdf Oil Corporation. The name of the ejirtf ylog.. poj orati n. ' i 3 Chevron U-SA. Ilie effective date ofthe merger Is July 1, 1985.

Agency Approval of Consolidation of Leases, dated Janoary 1, 1999, whereby the Minerals MonagBinent Serviee of tbe United States DepaHmont ofthe InlsijSr Approved Ihe consolidation of Lease OCS-0 1240 governs a 3,06752 acre portion of Blpek 5I,.S50!.h'TtWballer Area, and Lease OGS'-ig 6766 covor.lng a 704.96 acre portion ofBlock 51, South Timbalier Ai'ea.

OjJSNb; I>S3fti>7t Oll'«na'.(ji^'lUi#c, Sonth Timbalier Block 52, dat^.êedij^MEf^ % 1962i irorP''Ui«,'Urtlre.d Smhtf-America, as Lessor, to The Atlantic Refining Company LSssee,'baring SdriAi^b, OD.S-©: i241. *nd covering all ^tloek South Tfnâttsîea, as slfcrato ort .OGS: 0|ficialLc«sft»g.Map, Loulsianix M ^ , No. 6, Outer QputlAMial Shelf Leasing Ap, louisiana Offshore Operations..

Asslgnmint of Record Title Intorest, dated effeetive January 6, 1967, whereby Continental Oil eoihj&ny; Atlantic Rfetffi&f (piV!}lt^.\^m;t#^ ond Cltfe'iService Oil Ctwjmny'tra'ns'f&j'sd-fl.r cor-fi ^%W8*I& rfA>.iiftvandiyHte(| 5^to-phe^r.on: • Oit'Conipany, !n'OC]S?G 1241, allof Biock52,'South^m&MfÂt^,;.©CSLe^ Nn.6, Ouler Continent Shelf Leasing Map, Louisiana Oifthore Operations.

feja'ger and CKange.ef Nanw Retdgnissedi dated effective September 3l4 1967, wherry the-pimit-of i ^ ' M j m & e ^ - t i K x q ^ ^ wljfhwd Into Getty Oil Company and (Qi'e*chahgc in xfisA ofthe resulfln .e'brpbHition.t GWy OlJCompany.

Assignment of Record Title Interest, dated effeetive March 1, 1972, whereby Continental Oil Ctaipany, Atlantic Richfield (prewoosly known-asAtlantlc.:ReRhlngCoft|3a'ny), 0 . ^ Oi! tjflinpnny'Bnd Cl'tjej- Service Oil Company transifaiiijeti all of AsBiin«s* reeOrd tiJle mlfir&l to CJjevten Otl Co;nfiapyt in OCS-0 1241, Block 52, South fmibilier Ard, OCS USisfrg Map, Louisijwia Mgp No-6, Oiiter Continental Shelf Leasing Map, containing 3,77.2a8 acres, tfferitor less, INSOPAB'ONLV as said-lease covers 3,477.48 aores, more.or less, described as follows: S/2; S/2 of N/2; NE/4 of NB/4-, E/2 of .NW/4 of NE/4;'SW/4 of NW/4 of NE/4: S/2 of N/2 of NW/4. Assignors reserved a net overriding royalty interest o f l H i * of any and all oil, gas and other liquid or gaseous hydrocarbons attributable to the Lease.

Mtx&y and Chnngu offtairte Rôgnltioir, ;date# effeclisft January 1,1977, whereby the Bureau of Land Matiagerrietll recognized -ihe mei-gerflfChevfori Asphalt Company "and Chevron U.S.A. Inc. into Qjevron OH Company aiuf 'tfie.ctiange fh hafiie oNfie tesuTtmg corporation to Chevron U.S.A. Inc.

AsstgnpiMitofRceord Title rntercst, dat^tfffe'St.lvefiecem.bS'S^ m^-whenSbyOaiy^lCompmiy. trensfcrreii a reeojd titlcliitcbest equal 10 at> undivided 13.5% to Toxaco Produeing Ine,, in OCS-G 1231, Block 52, South Timbalier Area, OCS Leasing Map,- Lbuisiana Mnp NbÔuler ContlnWtil Sbelf Leasing Map, covering the NWM NW/4 NB/4 and tlie N/2 N/2 NW/4 ofthe bloek.

Soua Tim Biid Kugena Island Divestment ASPA ExhibltA - Ustof AssutB BjcessntIon Version

MeiTgw* and Chajigt of Name Reeopition,. dated ifufy 15,19^5,- wbofeby' Ihe'Mfifef fl]?'.•Maridfecjiienr-Seavlete-of the Unite'diStates DepaftitiM of viVe lnl'e tp ;api )•pve3;th>'lTii t'g )• of;€hevfc(j» U.S.A.-Ino: with-and into Oulf Otl Corporation, The name of tlie survivine corpoi'aiiou is 'êyrOn U.S.A. iiic, tjje effeolive date of die merger ia July ), 1985.

Assipnmert of Recora .Title InlemteVdtikd effeotive Ocftfber'i, w.hs)% ^tl.imto .Richfield-Company tra)wft^>« record HtB inleffest eqiml to aft «i)*vide.d 12. 4 to.'C'hcvron fte-vfil OSS': G 1241; Bloclc 52, South Timbalier Area, OCS Leasing Ma^ Ldiilsiafja Maj> $x6, Oui'or Cdntfhei'jfal Shelf Leasing Mep, covering the NW/4 NW/4 NB/4 and theN(2 N/2 NW/4 ofthe blook.

Meiêr and Change of Name Rfeeognttion, dated March 18,1991, whereby the Minerals Menagoment Service of the United Stales Depariment of the Interior approved the change of name ftom Texaco Producinglnc, to Texaco lixploration and Production Inc., effective January 1,1991.

Aaslgriment of Record Title Interesf, dated effective Jsnimry l , 1993, wjiereby Texaco ESt'pl&ration and Production Inc. transferred a record title interest equal to AP undivided 12j^.to ChstoiT! UiS.A. Inc., In OCS-O 1241, Block 52, Soutj) Timbalfer Ares, OCS IveaiSig Map,- Louisiana Map No.6, Outer Continental Shelf Leasing Map, •pQverin&theNW'/4 NWM 'N^^theN/2N/2 NW/4 ofthe Wook,

Assignmwt of Record- title. Interest-, dated fcfl&stlvb.XbKepi!}!* I0,.199if, wi.iisreby OKV USA toe. transierred- a repord.%V Ihicftst-Afl'ual to an »ndTvlde'd'. r2;55ft .;'ChcVESfl ^ ( C t : . ^ » m -CiC^^ i243i Block 52, South Timbalier Area, OCS Leasing. Map, Lsjtfsiana jâp tioi^ -OvUit' eonfffas'tVial Shelf Leasing Map, covering the NWM NWM NB/4 and the N/2 N/2 NW/4 ofthe tlock.

Assifeftineol of Record Title Interest, dated effeetive December 1, 1999, whereby Diverse GP ill t-raj>K(btte.d a record •lifle interest equal to an undivided 12,5% lo Chevron USA. Inc., In OCS-0'1241, Blook 52, Sonth Timbalier Area. OCS Leasing Map, L6«!s!aiia Map No,6, Outer- Continonlal Shelf Leasing Map, covering the NWM NWM NB/4 and -the-Nft N/2 i t j t / i* of the blook. Diverse GP HI retained an overriding royalty Interest in the lease area equal to 1/96 of 6/6tlis.

^CONTIUC-TSi .

OLSJfo,llp32qgr mg\}iiQ. RigttiSpf-Way OCS-G 086J5, Segment No, 8973, dBtedieffelitiVe May 29,.J9"87, between Ihc .Utflied 'gjaj s-iiepArtment ofthe Interior - Mffterals Mahftgepu.b'nt S vSce, as Assignor, and Cbevron U.S.A! inc., as Assignee, a 12.75" a natural gas pipeline from ST yito^f-3.S..

OLS No,.115214! Pipeline ftlgHt-;o.f-'\Vay QCS-G 08387, Segmbnt d, 8387, dated effeetive Ap.i-il 22 1986, between the United' States iDepartmcii of the Intenor - Militsfajs lyianagofnont Swvlee as- Assignor, and-Chevron U.S,A, too,, as Assignee, a 6 5/8" a natural gas pipellhe .ftom St 52 tpSf 35,

ParUal Relfaqmshmettt of Pipeline Right-of-Way, OCS-G 0^87, Segment No. 8387, Me(l effccitvo March 27, 1987, whereby United States Depariment of fte tniejio)' - Minerals Management Service granted a request made by Chevron U.S.A. Inc. to relinquish and abandon a 2.69 mile portion of the OCS-G 08387 Right-of-Way. • •

Soutl) Tim tmd EiiBtna f»ter>d J )lvestTnenl ASPAExhibit A- Ustof Assets E!xet!Utto)lV«ralOTi

Po.i?i*!ia66 "SHle Apvitomt, dated Effective Jannary t, J.995; wlrerdby. Texaoo ExplovaXiW md PrbdiiotjîVio. sold (livevrpn U.SA, Inc. .its right title and Infest In O.GSW 32*1, Block ^2; South Tim&'aller Aivsa, OCS Leasing Map, Louisian? Map No.6, Outer Continental Shelf Leasing Map, covering. fflerNW/4 m m NB/4' and. tlfe W2 N/2 NW/ôf the bloclc.

C)LS^9 r iwtewr ik%psaNo>.iiVc'bVs^ lBi8i rabe»''2}»'B> ('whiOTl)y êvt'wtl^'A. Itie. ased t t t fmjff l t t i l i oj^blycrW.<3P,ri]% ri|)iit.-.iit]eSb-d Wterest qua) tpAn i.it)d»v ded ZZM-T/tiamminteriiSf) ip \i%hSmk:S& South Tiwbslief Afea, OGIS teaslt^Mafkio^rfatla Moiti.NaCi Onter fibntiJiejifai Shclf

L<^!ng^ttprfcowiiVg.t'h.eNW/4N%/4 'SE« wulUii W2'#2'.-RW/4 ortb6:b1oflk'.fer ths pi|i'<4a .pj''ieis.-of$2s,DOO,0()'.

SheirLîng:^^ % ^ i i i g ^ . e ^ ^ refSified miv^ldlBg. rByalt^pete^l lh-tl)?.lf asea'tea equal to 1/96 of 6/6ths.

GfcMW&êtfteeji Agreetnent efftcfive Jiine 26, 2000, belween Trunk!Ine-Ofis Company and^Qheyren U.S.A. Ipc; %f M$R.M0 South ¥iiVibalier Bkok 52 Prfcsiiiollon. Asslaicjj to Sea Robin Pipelfoa Company, LLC effective as of September 1,2012. (Assignable vAlh consent)

OLSNp,.008$S8:i

Wiwiis^ ^greetiienti effective as bf Jamipiy 20, 19.95) belween Trunkline Oas Company cmd Chevron U;S,Avln&'<:tnslSUatlfih.oriJn eleotronlc tM& gatherfhg'd rce on Trunkllne's electronic gas roeasQfcmimi-facility),

Rotfegi'adc'iGondensate Sepii'iflaon Agreement, dated, offcctivp April Ij 2002, between CMS Ooif CbftslJSvii Sjsrvfces LLC atid: CHEVRON U.S.A.. Ini .(ferrebbnne Liquid iSapuwdptt PieWty). kijjtl'ft^nda Condensate Bleotion fcrnr. Assigned ;to.'S?il ôbln I'ipeUne CotnpaiVy, LLC .effeotive as of Sbpieitiber 1,2012 (Consent to Amît, Action-^.i)

<>LSflp,04TO Wafe^Sa'tttâtea Gos Agreement, effeettVeas of June 26j 2000, hetwetflt TrunklluB aa.ir.Conipany and OlfeVfOh fosX Inc. Asslgried'.t(j.êa-.R6bm Pipeline Company, LLC effeptlve as ofScjJifflnbisr'J, 2012, (Assignable with consent)

OL$No.-04tH)3k Fayllittes Jrttereenneet and Reimbursement Agreement, dated May 31,2000, between Chevron U.S JL Ino. and Tninkllne Oas Company. (Assignable With content)

Souti Tim »tid Eugene Island Divestment ASPA Bxhlblt A - Ust of Aswlo Gxccution Venion

End of SOUTH TIMHALIER 52 WELD

End of Exhibit A-2 - ST SHALLOW PROPERTIES

South Tim and Bugene IsiflpilMvestmenr ASPA EahlWt A - Ust of Assoli Execution Version

ThU-ASSfet&

The AfWAS nnd bitASE SummaiVi

EXHIBIT A-3 - RIKKH PROPERTIES

Area/Block .' Lease Descnpticm/Acreage Depths : Reeoi-d Titie/

Operating ' Rights Interest

: Net • Revenue

.. Intef est*

Eugene , Island Area,

Block 338

All ofBlock'338, •' oonlatning 5,000 acres

more or less . 100.00000% RT " 83.33333%


Block 338 005-02118

2 S/2; NW/%S/2W2; . Sfi N/2 NE/4 ofBlock

338 .

Surfgce-down •' to 11,000*

TVDSS . 35.00000% OR 29.16667%


Block 338 005-02118

7300' Sand Reservoir

; (8042'-'• 8080' Mb) found in Well

No, A-5

100.00000% Wl, 83.33333% .


Block 338 005-02118

7000' Sand Reservoir

C73'S6'-7520^0)

found ta Weill Np. A-1) .-•

. 1-00.00000% WI ' 83.33333% '

Eugene Island Ares,. Block 339 .

OCS-O 2318 )

All of B1ock339)

containing 5,000 acres, more or less

<-Eugene Island Ares,. Block 339 .

OCS-O 2318 )

All of B1ock339)

containing 5,000 acres, more or less

•Slirfi&down. to 11,000' TVDSS .

. 35.00000% OR 25.5.2084%l

Eugene island Area, Blocks 33 8

and 339

OCS-0 2218 OCS-G 2318

5500' Sand ContractjBal Unit ,

6203'to 6330'MD

35.00000% Wl 26.10057%' Eugene island Area, Blocks 33 8

and 339

OCS-0 2218 OCS-G 2318

t" 4500'Gas Sand Contractual Unit

4542'16 4828' MD 35,1)0000% Wl 2635974%*

Eugene island Area, Blocks 33 8

and 339

OCS-0 2218 OCS-G 2318

4500* Oil Sand . Contraclual Unil

. 4'542' to 4828' MD

35,00000% WI 27.38459%'

; Eugene : Island Area, • Blook 338

. OGS-G 2118

JD Sand, Reservoir A, Unit NO, 891016943

covering 434.5 acres in lheNWy4

7,026 - 7,222-MD NONE NOISE ;

'25% TEL Trust Net Profit Interesi btn-dena Kl 339, calculated as fhliowsf.,2S (NW) x .50 (original Tenneco Wl) x 1 (cvx wi) x 5/6 mimi=mmi 325% TBI, THist Ni PfaTit imerejtburdenJi EI 339, ealculnted as follows; .25 (NPI) x .50 (original Tenneco Wl) x .35 (CVjt^lJx y/6-([W.yalty)= , 64S'8333 J,84.L0%.Ti:ttel FBitrif Ihr' 5500" Ccintrgeiud Unil uppllcs, altering the TEL Trusl NW calculatjort as folloiw. .25 flOT) x .50 (origirtfll Tenn'ecp WI) x ;a4;i0 (TYael ISielbr) x J i (CVX Wl) x 5/6 (Royalty) - ,03f>6jil45&, noife that tI)e.o:cs-G#K-0Q2..W«lUAPi»^^^ SS«d'Unit 7659% Tract factor fbr 4500' Oas Ssnd Contractual Unit applies,, flitedftt"'* TOslJfl*! eslftiiljtio'i) ss

follows: .25 (NPI) x ,50 (original Tenneco WI) x .7699<Tfi!c|.,F(tot6r} *J$ (eVXWl);x5/6 0?6yi>)jy) .(!?8'W3 548.8S% H-act Pootor fcr 4500' Oil Sand Conlractual t/ijH apiilfes, alfertne-lbe-'I L lifttsl Nni aieufSilett as follows; .25 (fiP).'*,50<ort'grnal Tenneco WI>x .48S8 (ftm. firiaffx j.5:(liV^ WI^4/6:(Royiiill!f)- .0178268 ** Chevron PiSA. fco.'«tiwrking Intereil In the JD SaridRrfervoir A Ei-33d fitii vifafarim M t n PieQwood "Energy Offsboro LLC, effective 01/01/2015

• South Tim ond Bugene Island Divestment ASPA BxMbit A - Ust of Assets Executloii Version

The LEASES:

o l l w ^ a i L ^ l e , Eugene Island Area, B t o e k a M ^ ^ ^ ^ f l p ^ ^ ^ ^ ^ i ^ r f l ^ tlif; S t e of America, as Lessor, to Tenneco Oil Comparty, .as Lessee; 'Efeftrl'Ag 'Serial; .'M$F,.0CS.;O- 2\\%. covering Aff of'iBioc]y33B, Eugene,Island Area, 8ol^^&M4^,IK^"t^B.l!!tiq^Loris«»»%M(il» No. 4A, e ntalmiig-i QOO acrw; mope or less.

Acceptance of Merger, :effccfive December 31, 1998, of TOC-Qulf of Mexico Ino. with (tfid into Chevron U.S.A. Inc.,'vvitli CAi&ifon U.S.A. Inc. as the name of the sorvtvlng corporatioa

•mmn AssSghcn.shit, aatêffesiive Janaary-10, Mi, by ahd beuVeen, Chtfvtfrt A . lap^ f armor, and t&WflftjN G.;H?5.fe;Companv,,.l„L.C., "tlne-Sti% ^•Tffl^-MJW^lR^^-QS^ G tm: EC -338 Well ed. M^tl'BSl. whtft toefvihs-S iiittMa>4-0.ycrWâg.«oySljy Interest WellPAA'd,'

Overriding Royalty Interest. fTeH P&A V.

Asslgnmeiit of JRewrtf'T^ Interest, tSteêffectlve May 1, 200^ by-and between Tex.Êxplorallon and Production.tito,, Asstgnor.'and Chivron USA. Inc., as Assignee, assigning all of 'ABslgnoT's Tight, . title and interest in and to OCS-O 211R.

RsiffijitAssignment-of-0'fte»H»t!-3ft3ghts Interest; dated effective December IS, 2009, by and between Qhevroh U.S.A. Ine., as Assignor, Wd Arena Energy, LP, as Assignee, assigning 65% ofthe Operating Rights In and to OCS-0 211 BYrtnt surface to 11,000' TVDSS LESS AND EXCEPT:

r JD Sand Reservoir A Unit, No. 14-08-0001-16943 in NW/4 of Bloclc 338;-* 7300* • Sand Reservoir (;8042'-8080' MD) as seeh In the OCS-Q 2118 Well No, A-5 in

N/2N/2NE/4 of Block 338; and • . 7000' Sand Reservoir (7356'- 7520* MD) as seen in the OCS-0 2118 Well No, A>}1 m

N/2N/2NE/4ofBlock338.

o M ' ^ G b t i ^ s e , Eagene Island Ana Block 339j dStod effeîve.Februory-l, 19:%fc)m ^ W ^ ' States of America, as Lessor, to Texaco Inc and T*tMt» Cjfplwstlb^ Hd-, •«! liêlis,.bearing SHUl. No, OCS-O 2318, covering All ofBlock 339, Eugeift l lapd Area; Sowtfr Addition, O'fUolal L.ctti,'inffMiip, Louisiana Map No. 4A, containing 5,000 acres, more or less.

t36i<vey.a1ict *r Otvirriîtt? Royslty Irttier^ dated effedive' Dsnuary i , 1 83, whereby Tpntteoo 0ffth6re-ecitftpaiw., loft, conveyed to the jel OYfehore-.Trljit'P.Mtoershi an m t t ^ H t / W » S » m ' S ^ eqttlvflienCtotfiÂnet (Jr^Sîntec^liri all ofthVitet p'rd&tsdS attrtbilabtefo Ea| e.Isiland''B3<«sk339,. LeaaeOCS-0.23'l8."

' Acceptance of Merger, elTdiKi.ve DedUinber 31, 1998, of TOC-Oulf of Mexico Inc. with and into Chevron U.S.A. Inc., with Clwvirbn U.S.A. Ine. as the name of the surv tvbig corporation.

South Hoi end Euawe Island DivoBtroonl ASI1 A BKhitrtt A - Ust of Asssts Execution Vetrion

Assignment of Record Title Interest, dated effective Msy 1,2002, by and between Texaco Exploration and Production Inc., as Assignor, and Chevron U.S.A. Inc., as Assignee, assigning all of Assignor's right, title and Interest in and to OCS-C 2318,

Partial Assignment of Operating Rights Interest, dated effeotive Deoember IS, 2009, by and between Chevron U.S.A, Inc., as Assignor, and Arena Energy, LP, as Assignee, assigning 65% of the Operating Rights in and to OCS-G 2318 ftom snrfaoe to 11,000' SSTVD.

The CONTRACTS;

Farmout Agreement, Riker Prospect, dated effective December IS, 2009, by and between Chevron U.S.A. Inc. and Arena Energy, LP, affecting OCS-G 2118 (Bl 338) and OCS- O 2318 (BI 339) as to depths ftom th&surftee to 11,000' SSTVD, LESS AND EXCEPT:.

». JD Sand, Reservoir A Unit (Unit Contract No. 14-08-D00M 6943); and t N/WaNEM of OCS-O 2118 (EI 338)

o from the top to the basBof the 7300' Sand Reservoir; and o from the top to the base of the 7000' Sand Reservoir

Amendment to Rarmotit Agreement, dated effective November 4,2010

Second Amendment to Farmout Agreement, dated effective March 28,'2013

Third Amendment Id Farmout Agreement, dated effective June 27, 2013

Fourth AmemImentlorFarmoutAgreement, dated effective September 24, 2013

Fifth Amendment to Farmout Agreement, dated effective Octdbar 1, 2014

M n i Operattiig Agreement, dated May 1, 1974, by and between Tenneco Oil Company and Tenneco Exploration, Ltd,, creating the 5500' Lower Sand Unit for oil, gas and condensate for portions of HI 338 sind339.

Joint Operating Agreement, dated August 1,1973, by and between Tenneco Oil Company and Tenneco Exploration, Ltd., creating the 4500' Lower Sand Unit for oil and condensate for portions of EI 338 and 339.

Joint Operating Agreement, dated August 1, 1973, by, and between Tenneco Oil Company and Tenneco Exploration, Ltd., creating-the 4500' Sand Reservoir fbr the development and production of gas in portions of El 338 and 339.

Oflshore Operating Agreement, dated effective December 15, 2009, by and between Chevron U.S.A, Ino. and Arena Energy, LP, affecting the Riker Prospecl al OCS-G 2118 (BI 338) and OCS- G 2318 (El 339).

Side Letter Agreement, dated effective September 23,2014, re; apportioning costs for the Bl 338 K-14 Well,

Soutli Um and Eugene bland Divestment ASPA Exhibit A - List of Assets Execution Veraion

Side Letter Agreeroeirt, dated effeotive March 5,2015, i-e: apportioning costs for the El 338 K-16 Well.

<?LS:I^&84fo, .Iiêr\eip,e4t!wtt6n Agreement, dated effcetive Afldl'-1, 2015, by .afld'between Gljevron Pipeline pbânv BSd'6te#on U.SAvJnc., for tantportfiebd of CUSA's produetJon-jVosm. Ei 33* & 339 via EI '36') pfpSa^^flw^n/ to Ashgn by Chevron Pipfttoi Company, Section 112)"

Qusm-mm • Rfesiervo. •»eai6?tloa Agreement dated effective April 1, 2015, by and bottveen Chevron Pipeline CoApai^y ai^J Chevron U.S.A. Inc., fbr transport of CUSA's BI 338 & 339 pmshttijort vfa Eugfcne Island rtpSllne. Syst^tj (afler EI 361 Pipslina) to Caillow Island, (Consent to Assign ly Chevron Pipeline Company, Section 12.2)

V^&jgtkiM&if, JD Sand, Reservoir A, Eugene.Inland Block 330 Pield(Unlt Number 891016943), dated'^fafttiveAprll I , 1977, nftrtiijjg P'otinzo l Oil Oas, Tne., as Opffatbfând Texa«> Ihc, and Shell ©H&brHpat&i as sub-operators,.coveringpoiiions;6f OCS-O 21 IS (EI 33&-C5CS-G a n ^ ^ I ?31), OCS-(3 2Ij8(E1 338)andOCS-0332(Bi337). • - -

**Clt£vron U.S.A, Ine, sold all of its Ititerest in and to the XD Sand, Reservoir A, Unit io fleldwiod Energy Offshore LLC by that Assignment and BUI of Sate dated May 13,201S, but effective January 1, 26JS.

O L S m 043899, M7165; ,Unk 0^9tJhg;^^#;<swt ( Eugene .Island Block 330 Field, JD Sand, Reservoir A (Unit Number 891^9^3), tjatgd'effective April 1, #77, naming PenrizdilOil & Gas( Inc., as Ggtifttaf* and'Tiscaco Jnc. and Sheii Oif'Company, as s{ibfljpcra£6i's, covering portions of OCS-0 2115 Ol' jSOi OCS-G"2i 16 (BI 331), OCS-G 2118 (El 338) and'OCS-0332 (Bl 337).

**C/tevrott U,Sui. Inc. sold alt Hf its interest 1ft and to Hie JO Sand Reservoir A Unit to Fieldwood Energy Offslwn LLC hy (hat-Assignment and Bill of Sale doted May 13,2015, bttt effective January 1, 201S.

End of Exhibit A-3 - RIKER PROPERTIES

South Tim nnd Rugeno Isiaod Dlvoslment ASPA Exhibit A" Ust of Assots Execution Venion

EXHIBir A-4-OTMREUGKNE ISLAND PROPKRTIKS

EUGEPffi ISLAND 231 FIELD

Am/Block Lease - DesdipUon/Acreage Depths ,

Record Title-" Operating

Rights-Working Interest

Net Revenue • Interest

Bugene Island Block'

214 s OCS-0 0977

W/2 W/2 Effi'; W/Zof ' . Bloc* 214, containing 3,125 acres, more or I&s

All Depths

100.00000% RT ; 83.33333%*

Eugene Island Block'

230. • OCSrQ 0979

""AtloifBlb^SO, ' containing 5,000 acres,

piore or less AH

Depths 100,00000% RT 83.33333%*

Eugene' Island Block:

.231. . : OCS-0 0980

• All of Block 231, containing 5,000 acres,

mora or less

All Depths : 100.00000% RT

1

83.33333%*

Bugene Island Block

231 Unit No, 14-08-0001-8813

OCS-0 0977 ' OCS-0 0979 ' OCS-O 0980

AH or portions of Blocks 214,230 &. 231, containing {

.. 3,750 acres, more or less

All . Depths

: 100,00000% WI 83,33333%*

* Reflects CUSA'sVerkjng interest; less its proportloiiite share of the lease burden (1«.66667%R1),

The LEASES)

9lSSISot,0S304|i,t pa.anft'Gas Lfjije, lEugenc Island Bloek 214, dated effective June 1,1962, from the United States of America, asLessor, to California Oil Company, bearing Serial No. OCS-0 0977, covering ail of Block 214, Eugene Island Area, as shown on Ofliciai Leasing Mop, Looisiana Map No. 4, containing 5,000 acres, more or less.

Partial Surrender of Oil and Gas Lease Serial No. OCS-O 0977, belween United States Department of the Interior and Chevron Otl Company, dated effective May 8, 1973, relinquishing 1,875 aores, more or less, being the E/2 E/2 and E/2 W/2 Eftf Block 214,.Eugene Island Area,

,OlSm, fl$S0?9; ' Oil am Otis. LeSIe, Eugene Island Block 130, dated effective June J, 1962, from the United Slates of Amerioa, as Lessor, to Califomia Oil Company, bearing Serial No. OCS-O 0979, covering all ofBlock 230, Bugene Island Area, as shown on Official Leasing Map, Louisiana Map No, 4, containing 5000 acres, more or less.

South Tim end Eugene Islond Divestment ASPA Exhibit -Ust of Assets Edactttlon Version

QH «'dtf W ^ M « > Eugeno Island Block 231, dated effeotive June 1, 1962, from the United States of Arn&Jtb, . 'Lessor, (o Californfe Oil^thti!iiiy,:6earl'rfg,Serial m . .QeS-Qi0980, eoverirfg-all §f Biook 231, .Rhgene- Island Aiea, as shown m '$Wbrd.UeBsl%:Map,.LeuIsiari« .Maj! No. A, coiitalntna 5000. aoras, more or less.

The CQNTRACTSi

OfaftHfc-111998; Eugene Island Block 231 Unit Agreement #14-08-0001 8813, dated effective October 6, 1966, by Chevron Oil Company as owner of certain oil and gas lease within the Unit Area, being alt of tbe land covering Blocks 214,230 and 231, Bugene Island Area, containing 15,000 aores, more or less.

Amendmant, dated May 2f, 1973, contraction of Unit Area to cover all ofBlock 230 and 231, and Wf^ W&W/2E/2<>fBlook214,EugiBneIsIand Area, containing 13,125 acres, more or less,'

Amendment To Kugene Island Bloek 231 Unit Agreement, dated November 29, 1983, amending Sections 11 and 12(c) of the Unit Agreement

tetter Agêraerit, dated June 4, t&84, flfdiri tbeMlnejals M&t\%m<wVSei#ice to ChtsyxcBt y^ iLf r i c , cpniractio^furiibaraaio:oover portion^ of Bldfcks 214, 230an^l.^gea?Island | ^ < r i f o i ^ t h 6 Unit Aroa/oovers 3,750.000 acres, more or less.

End of EUGENElSMtND 231ITIEUI

South Tim end Eugur.e Island Divestment ASPA Exhibit A- Ust of Assets Exocutlon Venion

EUGENE ISLAND 238 FIELD

The.ASSETSi •

• Arcn/BIoclt Lease

— , . - j , . . - • - .

> . . . . Description/Acreage Depths

Record Title/ Operating Rights .

Interest

—S3— Revenge Interest

Eitgen'c Island Block

229 . . . OCS-Q 5505

i AU.ofBl6ek229I

• containing 5,000 aorea; . ..moreifflea,8.

All depths .100rOOOOO%RT v 83.33333%* .

Eiij>6i\e ''• Island Block . ... 237 .

OCS-O 0981 All ofBlock 237,

containing 5,000 aores, more or less

'' All depths' . moooooRT ;'82.33333.%* \

Eugene Island Block

. 238 . OCS-O 0982 9

AllofB!oclc23B7 containing 5,000 aores,

.more or.Jess ' All depths : 100.00000% RT 82J3333%*

Eugene ; Island Block;:

252 5 ' OCS-O 0983 1

•• All-6f Block 252; ' containing 5,000 acres,

jnone.orless. . All depths. ; 100,00000% RT . 82.33333%*

Eugene Island Block . 253

r

. OCS-0 10741

•"N^4;E/2NW/,4;Ny/4 NWM; E/2 SWM NWM;

S/2 ofBlock 253, containlng4,843.75 acres, more or less

AH depths

; i ; • •; •

100.00000% RT 83.33333%*

Tlie intewsls ill the Leases are owned iiy aievmn 'B .AJ'IriO/ (CUSA) ••Reflects CUSA's working interest, less its proportionate share of theletu lease bwdins.

Oll and Gas Lease, Eugene Island Bloek 229, dated effective July I , 1983, from the United States of Aroeriea, as Lessor, to Exxon Corporation, bearing Serial No, OCS-Q 5505, covering all of. Block 229, Bugene Island Area, containing 5,000 acres, more or less,

Assignment of Record Title, dated effective July 1, 1988, from Tenneco Oil Company, as Assignor, to Chevton U.S.A. Inc., as Assignee, conveying all of Assignor's record title interest ln'OCS-0 5505, all of Block 229, Eugene Island Area,

Assignment of Record Title Interest, dated effective April 1,2002, from Exxon Mobil Corporalion, as Assignor, to Chevron U.SA, Ino,, as Assignee, conveying all of Assignor's record title interest in OCS-0 5505, all ofBlock 229, Eugene Island Area,

QL? Wo.i 109176: OP and Ess- Lease, Eugene Island Block 237, dated effective June 1, 1962, from the United Stales of America, as Lessor, to Oulf Oil Corporation, bearing Serial Na OCS-0 0981, covering all of Block 237, Bugene Island Area, containing 5,000 acres, more or less.

Soutli lltn artdTCugftoe Island Divestment ASPA Exhibit A . Ust of Assets Bxocotlon Vew'on

AsRignment nf Overriding. Jjioyii^,. dated effeeiBftf June ] , 1962, ftci^:.:CjiJf Oil Corp^lfen, as Assignor, to Marine Petnjleym Ojjrpgration, as Asiigêt oonve lnis a:'0 7SAA oveftldlng rsyalfy inlerest in OCS-G 0981, atl of Bloek SV, Eugene Island Area.

Assignment of Overriding RoyaKy, dated effective June I , 1962, ftom Oulf Oil Corporation, as Assignor, to San Jaeinto f^r.dleum Corgijfation, as Assignee, conveying a 0,25% overriding royally tnterest In OCS-Q 0.081, allVBIook 237, .fjusaw Island Area,

Merger and Change of Name, dated effective July 1,1985, between Gulf Oil Corporation and Chevron U.S.A. inc., surviving corporation name is Chevron U.S.A. Inc.

Oiran&ijS-as l$&e, Eugene Island Bloek 238, dated effective June 1,1962, from the United States of Amerioit, sis Lessor, tn Oulf Oil Corporation, bearing Serial No. OCS-C 0982, coveringall of Bloclc 238, Eugene Island Area, containlhg 5,000 acres, more or less.

Assignment of.-Ofmridjrtg, Reysfty, cttfetf -sffai'iivfe June 1, 1952, M % Gulf Oil Corpqraffori, as Assljgntir,, to Marine et'rpleain Gbrpioratioi as' Assigtteii!, conveying, a -aWV overriding royaffy .intprest in OeStQW^sii pfBloc.&.238, Eif^fie lilafid Afe£ •

Assignment of Overriding Royalty, datad effeclive June 1, 1962, from Oulf Oil Corporation, as Assignor, to San JaqiMo'Petfoiskrn Corporigbp, as Assignee, conveying a 0,25% overriding royalty interest In OCS-0 0 82, all of Si.o$c238, Bugene Island Area,

Merger and Change ofName, dated effective July I , 1985, between Gulf Oil Corporation and Chevron U.S.A. Inc., surviving corporation name is Chevron U.S.A, Inc.

l.dntf G.tfs Eugene Isfcrnd Block 252, dated effective Jifne 1, 1962, from the United Stales of America, as Lessor, to Oulf Oil Corporation, bearing Serial No. OCS-O 0983, covering all ofBlock 252, Eugene Island Area, containing 5,000 acres, more or less.

Assignment of Overriding Royalty, dated effective June 1, 1962, from Oulf Oil Corporation, as Assignor,, to .P fTfle Petroleum Corporalion, us Assignee, conveying a 0,75% overriding royafty tnterest In <!GfS$I 09^, jj)';of B lock 252, Eugene Island Atek

Assignment of Overriding Royalty, dated effective June 1, 1962, from Oulf Ofl Corporation, as Assignor, to San Jacinto Petroleum Corporation, es Assignee, conveying a 0.25% overriding royalty interesf In DCS-G 0983, atl ofBlock 252,' Eugene Island Area.

Merger and Change of Name, dated effective July 1, 1985, between Gulf Oil Corporation and Chevron U.S.A. Ino., surviving oorporation rtame is Chevron U.S.A. Ino.

•S»^:ij{o.,i i|^g3?

OSf 'aniJv.G'sM- Lestsc, Eugene Island Block 2S3, dated effective July 1, 1989, from the United Stales of Amerioa, as Lessor, to Forest Oil Corporation and Harbert Energy Corporation, bearing Serial No- OCS-O 10741, covering tbe NB/4, B/2NW/4, NW/4NW/4, E/2SW/4NW/4 and'S/2 of Block 253, Eugene Island Area, containing 4,843.75 acres, more or less.

South Ttm and Eugene Island IJiveatmcnt ASPA Bxhlblt A-List of Asuets Execution V«mon

AMigvpieBt of Record Tifj'e,. Veiled effeotive January 1-, ! £>92, ftom Forest Oil Cdritoratlon and Harbert Eneugy iCtjtporation, as Asfsigiiqr," to Cbsv'ron U.SA. lncM as Assignee,, conveyinl; ail of Assignor's record title interest In OCS-G 10741; Block 2S3, Eugene Island Area.

Partial Asslgiunent of Operating Rights, dated effective November 1,1997, ftom Chevrpn US.A Inc as Assignor, to Union Pacific Resources Company and Samedan OH Corporation, as Assifinee, conveying all of Assignor's operating rights In OCS-Q JO?*!!, Block 253, Eugene Island Area, limited to the N/2NE/4NE/4 from tha surfhoe down to'-l 1,540' TVD.

The CONTRACTS:

ConHderifclniity Agreement, dated Maroh 27, 1996, by and. between Chevron U.SA. inc, and The University of Texas at Arlington.

Jforirioilt Agreement, dated effective May I , 1997, by and between Chevron U.S.A. Inc., as Fafmoutor, and Norcen Ejcpiqrerv Tne . as Parmoui'eei- cbvarSng the N/SNEflNEM of QCSrO 10741,.Bifipk.253, Eugene Island Arâ, liis^r and only Irisbfer as the lease jj.ovftS: those op;aflting rights.between the surface to tlje bottom ofthe interval defined as'Bul, 1 Sand as seen belween the depths of 11,765' and ' 11,876' on the 5" Array Induction Sonic Porosity Density Neutron log on theNorcen Explorer, Inc. OCS-016361 Wol!No.l,

Consent to Assign, dated Juno 15,- 2004, ftom Chevron U.SA. Inc for assignment of interest from Anadarko Petroleum Corporalion to Noble Energy, Inc., which assignment Is effective January 1,2004.

Consent to Assign, dated Aogust 7, 2006, from Chevron U.S.A. Inc for assignment of Interest from Noble Energy, Inc. to Coldren Resources LP, whieh assignment Is effective March 1,2006. .

.QHfrNd-lS?^! Purtfiasc and Sale AgreemaBt, dated efftctlve April 1,2002, by and between Bxiton Mobil-Corporation, as Seller, and Chevron -U.SA. Inc., as Buyer, conveying all of Seller's record title interest in OCS-G 5505, alt of Block 229, Eugene laland Area,.

ConneetJoji Agreement EI 238E Aux Ptetforra, dated effeotive October 19, 1990, between Tennessee Gas Pipeline Company (now Kinetica) and Chevron U.S.A. Inc. (Assignable with wilten consenl; mm

• provide oopy qfjlnal assignmeni io pipeline).

0I^JVoiO3843»; , Agreement for Implementation of Electronic Custody Transftr, Ated'July 1, 1993, betwgsm Tennessee Oas Pipeline Company (now Kinetica) and Chevron U.SA, prdîotion Company. (Pari'ial Assigmnent: must provide copy of final astigmnwt io pipeline. Consent io Assign, Page 2-3),

Agreements ou ANR/TC Oflshore (now Kinetica Deepwater Express):

OL,SN<),.038SO4v Letter Agreement Regarding Cunstrucflon of Pipeline &. Related Transportation Service, dated August 18, 1995, between ANR Pipeline Company (now Kinetica- Deepwater Express) and Chevron

Soiith Tim trnd Bugeno blncd DivesLmcnt ASPA Exhibit A - List of Assets Bxeoutlon Version

USA. Incfudaj oonneotion agreainent end letter agrceiuent that outlineff CVX rights, among other things, to deliver undehydrated gas, (Asstgnabte with prior wrttten notice),

Le(tejr of TfydprstanîBg Jlegaiiiling Coas'truet/qii of ifipBltae &' Rolled irwuspojtatlon ScWlce, dat $ OecemborÔ, J^JJ SetWen ANR Midline CfeiQpggp (now Kinetic Daqjvvfltfcf Express) Clirines ' Wlifcb Letter Agreements are active. (Assignable with priorwitten notice)

WB^rt^pttftAgreement, dated Deoember 19, 1995, between ANR Pipeline Company (now Kinetica Deepwater Express) and Chevron USA, (Consent to Assign, ArticltXIY)

OLSNo, m o f e . 'tfe-.lu AgfeemMit- dated effective-October 22, 1$?, ,fey;apd'.'belWeen $fott<m O-S'-A PEBduotibn Company, Chevron Products Company, and Shell Otf fefclJElWÔOS* ^bn^^lft'W*%:Cl«*ftnH Eugene Island 252 Platform "1" ties-in to Shell (Sff '&inpat^ys-Cenfrai 'Oiilôatberte! Sysm (Assignable with written oonsent. Will likely requtro consent fi-om Crimson AND CSAT).

6a« Processing Agreement Venice Oaa ProcessingPlaijt, dated April 1, 201.1, between Venice Energy Siervtces Comp^ &«} Cfcev'rori HiS.A. Ino.. Qas is dedicated only lo.the extent that flow is schedttloa itaftigh ta the ISS&m-xiiQW. (PUHMÂsi^ble, Consent 10 Assign, Section 17A)

End of EUGENE ISLAND 238 FIELD

South Tim nnd Eugene Island Divcslmeirt ASPA Bxhlblt A - Ust of Assets Exeogtion Veislon

EUGENI! ISLAND 2% MELD'

ThaASagTSi.

Area/BIoch Lease Descrlptton/Acreoge ; Depths

/ • - -. • : •lUcbta-THW--'

Operating Rights .... Interest. . .

• • Net . Revenue

. Interest,


OCfi-G 24910

A11 ofBlock 275, • containing 5,000 acres,

more or less

100,00000% RT • 83.33333%*-


OCfi-G 24910


more or less

isiood'- '•• , 20,000'

TVDSS

100,00000% Wl 178.33333%*, Eugene Island Block . 275

OCfi-G 24910


more or less 20,000'-99^99' TVDSS

NONfi NONE

Eugene ; Island Block'

27« ';

OCS-G 0989 '

All of Bloclc 276, containing 5,000 aores,

more or less

. 100.00000%RT'

Eugene ; Island Block'

27« ';

OCS-G 0989 '

All of Bloclc 276, containing 5,000 aores,

more or less

Limited to • those depths

' below 13,000': TVD below

the surfaoe of the eaftf).

!. 66.66700% OR 55.55583%*

' OCS-Q 28342 ROW SegmeJiIl<lo..-17.I03

E1276Piatf0Tm"F"1o "l",lQ.75,,b,ulk

a 252 Platform oil line ' 100.00000% RT m

OCS-O-28343 ROW Segmem No. 17104 '

EI 276 Platform "P" fo'ET 252 Platform " l ' ' , 6.625'.'gas lift pipeline

100,00000% RT N A i

OCS-O 28344 ROW Segment No. 17105

; El 276 Platform "E" to El 275 10" SSTI ' 6.625" bulk oil pipeline

: 10.0.00000% RT N/A .

OCSHO 28345 ROW . SegmentNo. 17.10$ '

: EI2?6PJQtfonn"E"'toel2756"SBTI 4.5" fcaj lift'pipeline 100,00000% RT N/A •

OCS-O 26979 ROW SegmentNo. 15619

i El 275 Platform "K" to EI 259 12" SSTI 6,625" gas pipeline 100.00000% RT N/A J

* liiefleols'Unoeai''3 working Interest, less Its proportfonate share ofthe lease bttrdtms.

The LEASES;

.ffLS-No.ft:ff<l3i>: Ofl and GaiJLiiase, Eogene Island Block 275, dated effective May l \ 2003, from the United States of America, a& Lessor, to Pogo Producing Company, bearing Serial No. OCS-0 24910, covering all of Block 275, Eugene Island Area, South Addition, containing 5,000 aoree, more or less.

Assignment am) Bill of Sale,.dated effective May 1,2013, from Energy XXI GOM, LLC, as Assignor, to Union Oil Company of Califbrrtia, as Assignee, conveying al) of Assignor's record title interest in OCS-G 24910, all ofBlock 275, Eugene Island Area, South Addition,

South Tim end Bugene Island Divestment ASPA Exhibit A - Ust of Assets Exeeutlon Veislon

Assignment of Operating Rights, dated effeetive May 1,2013, from Union Oil Company of California, as Assignor, to Energy XXI OOM, LLC, as Assignee, .csftveying ail of Assignor's ga t ing rights mterest in OCS-G 24910, all of Bloek 275, Eugene Island Area, South Addition, limited^ those de'pUis" from 20,000'TVDSS down to 99,999'TVDSS.

Assignment of Overriding Royalty Interest, dated effective May i , 2013, from Union Oil Company of California, as Assignor, to Energy XXI GOM, LLC, as Assignee, conveying a 5.00% overriding royalty Interest in OCS-0 24910, all of Blook 275, Eugene Island Area, South Addition, limited to those depths from 12,000* TVDSS down to 20,000' TVDSS.

Oil and Gas Lease, Eagene Island Bloclt 276, dated eifective June 1, 1962, from the United States of America, as Lessor, to Union Oil Company of Californfa, bearing Serial'No. OCS-G 0989, .covering all of Block 276, Eugene island Area, Soiith Addition, containing 5,000 acres, more or less,

Partial Assignment of Operating Rlglits, dated effective May 22, 2002, from Union Oil Company of Cîffamia, as .Assigfior, to Kerr-MeOee Off & Gas Corporsal&n, as Assigns?) conveying a 33,333% ftiMest In the jopobtiiiig rights in OCS-G 0989, all of Block :276, Eugene Island. Area, South Addition,

' limited to those depths below 13,000' .TVD below the surfece ofthe earth.

TheÔNTRACTSi

Qi$lH»$i. '0£bi>ati.ng Agreement, dated effcctke May 22, 2002, between Union Oil Company of Caiifbrnia and Kerr-McGee Oil * Oas Corporation, covering all Eugene Island, South Additfon, Blook 276 OCS-0 0989, limited to thoscdepths bolow 13,000 TVD belpw die surface oflhe earth. /4n 26.2, Preferentlaf Right by WAT Offshore, Jnc. to Purchase, 30 Days,

OliNo;fe8TO>: Pipeline Right-bf-Way OCS G 18342, Segment No. 17103. dated effective July 30.2007, between the United States Department of the Interior - Minerals Management Service; as Assignor, and Unkm Oil Company of California, as Assignee, a 10,75" bulk oil pipeline from El 276 F lo BI 2521,

w&wipmf •• Pipeline Right-of-Way OCS-G 18343, Segment No. 17104, dated effective July 30, 2007, belween the United States Department of the Interior - Mmerals Management Service as Assignor, and Union Oil Company of California, as Assignee, a 6.625" gas lift pipeline from Bl 276 F to EI 2521.

QLSflMiSSfaj Pipeline Right-of-Way OCS-G 28344, SegmentNo. 17105, dated effective July 30, 2007, between the Unitsd States department of the Interior - Minerals Marfegtijjrajn Service, as Assignor, and Union-Oil Coifi'isany of GSfdlftmia, as Assignee, a 6,625" bulk oil plfjeftoft from El 276 E to a subsea tie-in with Pipeline Segment Ko. 17103 in Bl 275, .

Pipeline Right-or-Wsiy OCS-G 2834S, Segment No, 17106, dated flSbctive July 30,2007, between the United States Department of the Interior - Minerals Managemenl Service, as Assignor, and Union Ol) Company of California, as Assignee, a 4.5" gas lift pipeline from a subsea tle-ln with Pipeline Segment No. 17104 in EI 275 to BI 276 E.

Soutli Tltn nnd Eugene Isltnd Dlvestmenl ASPA Exhibit A - List of Assets Bxeeutltm Veislon

Plpdijse SisJit-^f-Way OCS-G 26979, Segment No. 15619, dated ef&ctiye May 25,2006, belween the United States Department of tlie Interior - Minerals Management Service, as Assignor, end Pogo Producing Company, as Asstgnea, a 6.625" gas pipeline from El 275 K to a subsea tie-in with Pipeline SegmentNo. 2301 !nEJ259.

Assignment of Fipelina Right-of-Way, OES-0 26979, Segment No. 15619, dated effective May 1, 2013, from Energy XXt COM, LLC, as Assignor, to Union Oil Company of Caiifarnia, as Assignee, conveying a 50.00% Interast in the Pipeline Right-of-Way.

Assigg!^£;ofp.tpellne Rlghf-blVWay, OCS-O 26979, Segment No. 15619 app ved'AugUst 26, 2014, but e^ttve Maj1 l,;a0W; iffotit Energy XXI GOM, -LLS;' as Assignor, to Uriion :bil Company of California",' as Assignee, conveying a 50% interest in the Pipeline RigJit-of-Way.

Cpflildgn'tiaUty Agreement, dated effbqtjve June 29, 2011. by and between. Union Oil Gampany of Cafenia and Certain Underwriters At .Lleyd's, London and Insurance Companies eubsoribing to Policy LB9705496.

t ^ L f No. 918552;

aUSmm mctL&l Cfjr&^.pf ealifprg1a,.8s Busep) .settrihg flj^^9.im«fJei^lO®«kiiif SbtleV^ %rînfc;%1tfe^bîr.«f eipc^,?^ Eagene.-lsfend' Arwij 96v& Ay^^<SCs;L'to6irfg..MSB,-Louisiana Map No. 4A, covering those depths.below 20,000 ftet TVDSS down to 99,999 ftet TVDSS. (An 2, Cement to Assign by Seller.)

Letter of Indemnity, dated July 18, 2013, by and between Energy XXI OOM, LLC and Union OU Company of California.

License Agreement, dated effective July 31,2013, by and between Chevron North America Exploration end Production Company, as Licensor, and Airtap Communications, LLC, as Licensee.

Facilities Agreement, Offshore Connection (EI 275), dated efibctive Ootober 7, 2013, between ANR Pipeline Company (now Kinetica Deepwater Express) and Unocal. (Assignable with wrtiten consent).

End of EUGENE ISLAND 27< MELD

' End of Exhibit A-4 - OTHER EUGENE ISLAND PROPERTIES

END OF EXHTBIT A

SooibTlm and Eugene Island Divestment ASPA Exhibit A • Ust of Assetj Exooution Venion