DEEP GULF ENERGY III, 738 Highway 6 South Suite 350 Houston, Texas 77079 281.596.0933 Tei 281.593.0939 Fax

LLC

April 18, 2018

APR 1 9 2018

ADJUDICATION SECTION

Ms. Bemadette Thomas Adjudication Supervisor U.S. Department of the Interior Bureau of Ocean Energy Management 1201 Elmwood Park Blvd. New Orleans, LA 70123-2394

RE: Non-Required Filing Assignment of Interests Mississippi Canyon 74 OCS-G 34886 Mississippi Canyon 75 OCS-G 34421

Dear Ms. Thomas:

Enclosed please find three (3) copies of the referenced "Assignment of Interests". Please file one copy with each of the affected leases.

Document: Assignor: Leases Affected:

Category: Paygov Confirmation: Document Classification: Number of Copies:

Assignment of Interests Deep Gulf Energy III, LLC OCS-G 34886 (MC 74) OCS-G 34421 (MC 75) 7 - Contracts, Agreements and Conveyances 2694LDBM in the amount of $58.00 Non-Required Filing Three

Please return a stamped copy to my attention at the letterhead address. A postage paid envelope has been enclosed for your convenience.

If you have any questions, comments or require additional information, please contact me at 979.533.4197.

Sincerely,

Debra Holt Enclosures

Plaquemines Parish Recording Page

Kim Turlich-Vaughan Clerk of Court

PO Box 40 Belle Chasse, LA 70037

(504) 297-5180

Received From : ANCHOR RESOURCES, LLC PO BOX 163 PLEDGER, TX 77468

First VENDOR DEEP GULF ENERGY III LLC

First VENDEE RIDGEWOOD PRALINE LLC

Index Type : CONVEYANCE

Type of Document: ASSIGNMENT

Recording Pages : 11

File Number: 2018-00001157

Book: 1394 Page: 499

Recorded Information

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

On (Recorded Date): 04/10/2018

At (Recorded Time): 3:29:40PM

Doc ID-005126010011

CLERK OF COURT KIM TURLICH-VAUGHAN

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

document that was filed for registry and Recorded 04/10/2018 at 3:29:40

Recorded in Book 1394 Page 499 File Number 20ll&ep)1157,

Deputy Clerk

ASSIGNMENT OF INTERESTS

UNITED STATES OF AMERICA KNOW ALL MEN BY THESE PRESENTS:

OUTER CONTINENTAL SHELF

This Assignment of Interests (this "Assignment"), dated January 10, 2018, is from Deep Gulf Energy I I I , LLC, a Delaware limited liability company ("Assignor"), whose address is 738 Highway 6 South, Suite 800, Houston, Texas 77079, to Ridgewood Praline, LLC, a Delaware limited liability company, whose address is 14 Philips Parkway, Montvale, New Jersey 07645, ILX Prospect Praline, LLC, a Delaware limited liability company, whose address is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, New York 10019, Beacon Offshore Energy Operating LLC, a Delaware limited liability company, whose address is 500 Dallas Street, Suite 2800, Houston, Texas 77002, Houston Energy Deepwater Ventures XII , LLC, a Texas limited liability company, whose address is Two Allen Center, 1200 Smith, Suite 2400, Houston, Texas 77002, and LLOG Exploration Offshore, L.L.C, a Louisiana limited liability company, whose address is 1001 Ochsner Boulevard, Suite 100, Covington, Louisiana 70433 (collectively, the "Assignees").

ARTICLE 1 For One Hundred Dollars ($100.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Assignor does hereby REMISE, RELEASE, ASSIGN, TRANSFER, AND QUITCLAIM unto Assignees, their successors-in-title and assigns, without warranties or covenants of title, express, implied or statutory, all of Assignor's right, title, and interest in and to the following described property, leases, land and other interests (real, personal, mixed, contractual or otherwise) in, to and under or derived from the property, lease, lands herein conveyed (collectively, the "Property"):

(a) Oil and Gas Lease of Submerged Lands bearing serial number OCS-G 34886, effective June 1, 2013, between the United States of America, as Lessor, and Ridgewood Energy Corporation, et al., as Lessees, covering all of Block 74, Mississippi Canyon, OCS Official Protraction Diagram, NH 16-10 ("MC 74 Lease"):

(b) Oil and Gas Lease of Submerged Lands bearing serial number OCS-G 34421, effective August 1, 2012, between the United States of America, as Lessor, and Houston Energy, L.P., et al., as Lessees, covering all of Block 75, Mississippi Canyon, OCS Official Protraction Diagram, NH 16-10 ("MC 75 Lease"):

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(The MC 74 Lease and the MC 75 Lease are collectively referred herein to as the "Leases.")

(c) A l l improvements, easements, surface leases, permits, rights-of-way, licenses, servitudes and other similar interests necessary or useful to or used in connection with the exploration, development or operation of the Leases;

(d) Al l personal property, fixtures, movables, immovable and improvements (except automotive equipment or motor vehicles) appurtenant to or located on or near the Leases, or used or held for use in connection with the production, treatment, storage or transportation of oil, gas, casinghead gas, condensate, distillate or other liquid or vaporous hydrocarbons or other minerals (collectively, "Hydrocarbons") from the Leases; and

(e) Al l unitization or pooling declarations, orders, and similar agreements (including all units formed by voluntary agreement and those formed under the rules, regulations, orders or other official acts of any governmental authority having jurisdiction) to the extent they relate to any such Leases and the production of Hydrocarbons attributable to the foregoing.

ARTICLE 2 The intent of this Assignment is to convey unto Assignees all of the right, title and interest in and to the Property that Assignor received from Deep Gulf Energy I I , LLC pursuant to that certain Assignment and Bill of Sale dated effective July 1, 2014, recorded November 5, 2014, in Conveyance Book 1329, Page 444, File Number 2014-00004636, Plaquemines Parish, Louisiana. Assignor and Assignees agree that such interests in and to the Property hereby conveyed are vested in the following percentages, to wit:

Ridgewood Praline, LLC 9.86400% ILX Prospect Praline, LLC 9.86400% Beacon Offshore Energy Operating LLC 23.89248% Houston Energy Deepwater Ventures XII, LLC 10.00000% LLOG Exploration Offshore, L.L.C. 46.37952%

100.00000%

By acceptance of this Assignment, each of the Assignees acknowledges the existence of and agrees to be bound by all of the terms and conditions contained in the following agreements, but insofar and only insofar as such Assignee is listed in the below description of such agreement to-wit:

1. The interests assigned herein in the MC 74 Lease to Ridgewood Praline, LLC, ILX Prospect Praline, LLC, and LLOG Exploration Offshore, L.L.C. are made subject

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to the terms and conditions of that certain Assignment of Record Title dated effective December 1, 2016, by and among Deep Gulf Energy I I , LLC, et al., as assignors, and Ridgewood Praline, LLC, ILX Prospect Praline, LLC, and LLOG Exploration Offshore, L.L.C., as assignees, recorded January 18, 2017, in Conveyance Book 1373, Page 15, File Number 2017-00000251, Plaquemines Parish, Louisiana;

2. The interests assigned herein in the MC 75 Lease to Ridgewood Praline, LLC, ILX Prospect Praline, LLC, and LLOG Exploration Offshore, L.L.C. are made subject to the terms and conditions of that certain Assignment of Record Title dated effective December 1, 2016, by and among Deep Gulf Energy I I , LLC, et al, as assignors, and Ridgewood Praline, LLC, ILX Prospect Praline, LLC, and LLOG Exploration Offshore, L.L.C, as assignees, recorded January 18, 2017, in Conveyance Book 1373, Page 24, File Number 2017-00000252, Plaquemines Parish, Louisiana;

3. The interest assigned herein in the MC 74 Lease to Beacon Offshore Energy Operating LLC is made subject to the terms and conditions of that certain Assignment of Record Title dated effective December 1, 2016, by and between LLOG Exploration Offshore, L.L.C, as assignor, and Beacon Offshore Energy Operating LLC, as assignee, recorded April 4, 2017, in Conveyance Book 1376, Page 632, File Number 2017-00001203, Plaquemines Parish, Louisiana;

4. The interest assigned herein in the MC 75 Lease to Beacon Offshore Energy Operating LLC is made subject to the terms and conditions of that certain Assignment of Record Title dated effective December 1, 2016, by and between LLOG Exploration Offshore, L.L.C, as assignor, and Beacon Offshore Energy Operating LLC, as assignee, recorded April 4, 2017, in Conveyance Book 1376, Page 637, File Number 2017-00001204, Plaquemines Parish, Louisiana; and

5. The interests assigned herein in the MC 74 Lease and MC 75 Lease to Houston Energy Deepwater Ventures XII, LLC are made subject to the terms and conditions of that certain Assignment of Record Title dated effective May 26, 2017, by and among LLOG Exploration Offshore, L.L.C, et al , as assignors, and Houston Energy Deepwater Ventures XII, LLC, as assignee, recorded July 31, 2017, in Conveyance Book 1384, Page 886, File Number 2017-00003050, Plaquemines Parish, Louisiana.

ARTICLE 3 The Property is conveyed to Assignees "as is" and "with all faults", and Assignor makes no, and expressly disclaims and negates any, representation or warranty, express, implied or statutory, as to (a) MERCHANTABILITY OF THE PROPERTY, (b) FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE OR ANY PURPOSE, (c) condition of the property (d) CONFORMITY OF THE PROPERTY TO MODELS OR SAMPLES OF MATERIALS and title to the Properties which are sold without any warranty or covenant of title whatsoever, with Assignees purchasing at their own peril and risk. To the extent Louisiana law is applicable. Assignor's obligation to return the purchase price under Louisiana Civil Code Article 2503 is expressly excluded.

ARTICLE 4 To the extent that any of the Property is located in a jurisdiction where Louisiana law is applicable. Assignees expressly waive the WARRANTY OF FITNESS FOR INTENDED PURPOSES and guarantee against hidden or latent redhibitory vices under Louisiana and acknowledge that this express waiver shall be a material and integral part of this sale and the consideration thereof; and that this waiver has been brought to the attention of Assignees and explained in detail and that Assignees have voluntarily and knowingly consented generally and specifically to this waiver of warranty of fitness and warranty against redhibitory vices and defects for the Property.

ARTICLE 5 TO HAVE and TO HOLD the Property, together with all the property, rights, privileges, benefits and appurtenances in any way belonging to, incidental to or appertaining thereto unto Assignees, in the respective proportions indicated above, and their respective successors-in-title and assigns forever, subject to the following terms and conditions;

(a) This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are promulgated, issued or enacted by an governmental authorities having jurisdiction, and Assignees agree to comply with the same.

(b) This Assignment may be executed in counterparts, each of which shall be binding on the party or parties so executing but shall not be valid unless this instrument or any counterpart hereof is executed by all of the parties.

The remainder of this page intentionally left blank.

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EXECUTED by each party on the day and year set forth in its respective acknowledgement to this Assignment, with each party executing in the presence of the undersigned competent witnesses:

WITNESSES:

Print Name: U3 i ' I 5 ' n \ S

Print Name: [ ^ I Q ^ f4o 11

ASSIGNOR:

Deep Gulf Energy UlJtLC

Thpmatf t / Y oung Vic^fresident, Land and Business Development and Secretary

STATE OF TEXAS

COUNTY OF HARRIS

On this M" day _, 2018, before me appeared Thomas E. Young, to me

personally known, who being by me duly swom, did say that he is the Vice President, Land and

Business Development and Secretary of Deep Gulf Energy III, LLC, a Delaware limited liability

company, and that the foregoing instrument was executed on behalf of said limited liability

company by appropriate authority, and said Appearer acknowledged said instrument to be the

free act and deed of said limited liability company.

In witness whereof, 1 hereunto set my hand and official seal.

My Commission expires:,

5 XSZfoi DONNA MCAGLE 706169

N O t m PUBLIC, STATE OF TEXAS i MY COMMISSION EXPIRES

NOVEMBER 14. 2021

Signature Page to Assignment of Interests

WITNESSES: ASSIGNEE:

Print Name: Ed Ru

Print Name: Ann Hebert

Ridgewood Praljne, L L C

W. Greg Jabbr

Executive vice President

STATE OF TEXAS §

§ COUNTY OF HARRIS §

This instrument was acknowledged before me on the ! X l day of / K. cu' c i t - 2018, by

W. Greg Tabor, Executive Vice President of Ridgewood Praline, LLC, a Delaware limited

liability company, and acknowledged that he executed the same for and on behalf of said

entity, for the purposes and consideration therein expressed, and in the capacity therein

stated.

My Commission expires:.

Jotary

^ < " > X L E A H BRAMLETT • " N O T A R Y PUBLIC-STATE OF TEXAS

COMM. EXR 03-05-2019 NOTARY ID 126723R1-1

' ' < , i n i > v

Signature Page to Assignment of Interests

WITNESSES: ASSIGNEE:

Print Name: Ed

Print Name: Ann Hebert

ILX Prospect Praline, LLC

By PA Fritz3. Spencer III

Director

STATE OF TEXAS § § § COUNTY OF HARRIS

This instrument was acknowledged before me on the day of / ^ ( W c t v , > 2018, by

Fritz L. Spencer, III as Director of ILX Prospect Praline, LLC, a Delaware limited liability

company, and acknowledged that he executed the same for and on behalf of said entity, for

the purposes and consideration therein expressed, and in the capacity therein stated.

My Commission expires:.

Notary Public, State of Texas

LEAHBRAMLETT NOTARY PUBLIC-STATE OF TEXAS

COMM EXP 03-05-2019

' ' * % ° f S ^ NOTARY ID 12672381-1

Signature Page to Assignment of Interests

ASSIGNEE:

WITNESSES:

Print Name: ua Graffagnini

nt Name: April O. Pcrtuit

LLOG Ex

By:

Offshore, L.L.C.

Kemberlia Ducote Secretary

STATE OF LOUISIANA

PARISH OF ST. TAMMANY

This instrument was acknowledged before me on day of _, 2018, by

Kemberlia Ducote, Secretary of LLOG Exploration Offshore, L.L.C, a Louisiana limited

liability company, and acknowledged that she executed the same for and on behalf of said

entity, for the purposes and consideration therein expressed, and in the capacity therein

stated.

ibyfc, State of Louisiana Not

JudyReimel Notary Public - St Tammany Tarish

My Commission Issued lor Life Notaiy No. 60007

Signature Page lo Assignment of Interests

WITNESSES: ASSIGNEE:

Print Name: 6iW<^

l^mtN^flfie: J-S/H^J / A ^ S ^

Beacon Offshore Energy Operating L L C By its Managing Member Beacon Offshore Energy Intermediate Holdings LLC

Marc Hensel

Managing Director and Chief Financial

Officer

STATE OF TEXAS

COUNTY OF HARRIS §

This instrument was acknowledged before me on the day of A p T l 1 2018, by

Marc Hensel as Managing Director and Chief Financial Officer of Beacon Offshore Energy

Operating LLC By its Managing Member Beacon Offshore Energy Intermediate Holdings

LLC, a Delaware limited liability company, and acknowledged that he executed the same

for and on behalf of said entity, for the purposes and consideration therein expressed, and in

the capacity therein stated.

Notary Public, State of Texas

My Commission expires:c^UAMflyi^ ^Ol^f

Signature Page to Assignment of Interests

WITNESSES: ASSIGNEE:

P r i n l N a m e r W ( O U ^ . ^

Houston Energy Deepwater Ventures XII, LLC

Bv: ^ Q f ± d j 4 m A ^ P. David Amend Sr. Executive Vice President

STATE OF TEXAS

COUNTY OF HARRIS

§

§

§ J This instrument was acknowledged before me on the^__ day of 2018, by P.

David Amend as Sr. Executive Vice President of Houston Energy Deepwater Ventures Xll,

LLC, a Texas limited liability company, and acknowledged that he executed the same for

and on behalf of said entity, for the purposes and consideration therein expressed, and in

the capacity therein stated.

My Commission

?- j r y \ SUE A ALFORD . . . .T^ : ; ! My Notary ID # 124226033

Expires May 24.2022 — T i 111

Nbtary Public, State

Signature Page lo Assignment of Interests