Ridgewood Energy

December 5, 201 7

Bureau of Ocean Energy Management Department of the Interior 1201 Elmwood Park Blvd. New Orleans, LA 70123-2394 Attn: Adjudicat ion Unit GM - 276A

RE: Non-Required Document Fil ing Act of Correction to Assignment of Oil and Gas Lease Mississippi Canyon 74, OCS-G 34886 Offshore Gulf of Mexico

Ladies and Gent lemen:

Enclosed please find a pay.gov receipt in the amount of $29.00 and two originals of the fol lowing document:

Title of Document:

Lease:

Assignor:

Ass ignee:

Document Category:

Service F e e s :

Act of Correction to Assignment of Oil and Gas Lease

OCS-G 34886

ILX Prospective Leases I I , LLC

ILX Prospect Praline, LLC

7 - Contracts, Agreements, and Conveyances

Pay.gov receipt in the amount of $29.00

Upon f i l ing this document as requested, please return a stamped copy to my attent ion. Please contact me if you have any quest ions.

Sincerely,

Ridgewood Energy Corporat ion Manager of ILX Prospective Leases I I , LLC

Leah Bramlett Sr. Land Analyst I bramlet t® r idqewoodenerqv.com 281-598-5938

Enclosures

1254 Enclave Parkway, Suite 600, Houston, TX 77077 (T) 281.293.8488 (F) 281.293.7391

www.ridgewoodenergy.com

Plaquemines Parish Recording Page

Kim Turlich-Vaughan Clerk of Court

PO Box 40 Belle Chasse, LA 70037

(504) 297-5180

Attn; LEAH BRAMLb 1 1 RIDGEWOOD ENERGY 1254 ENCLAVE PKWY STE 600 HOUSTON, TX 77077

First VENDOR

M Attn; LEAH BRAMLb 1 1 RIDGEWOOD ENERGY 1254 ENCLAVE PKWY STE 600 HOUSTON, TX 77077

First VENDOR

| DEC d 6 2817 |

Attn; LEAH BRAMLb 1 1 RIDGEWOOD ENERGY 1254 ENCLAVE PKWY STE 600 HOUSTON, TX 77077

First VENDOR AnuiniPATinN ciFrTinN ILX PROSPECTIVE LEASES II LLC

First VENDEE ILX PROSPECT PRALINE LLC

Index Type : CONVEYANCE

Type of Document: ACT OF CORRECTION

File Number : 2017-00004475

Book: 1389 Recording Pages :

Page: 570 14

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): 11/28/2017

At (Recorded Time): 2:28:18PM

I Doc ID - 005063400014

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 11/28/2017 at 2:28:18

1389 Page 570 .17i-00004475

Deputy Clerk

Return To : Attn: LEAH BRAMLETT

Do not Detach this Recording Page from Original Document

ACT OF CORRECTION TO

ASSIGNMENT OF OIL AND GAS LEASE

E c E m E DEC 0 6 2017

ADJUDICATION SECTION UNITED STATES OF AMERICA OUTER CONTINENTAL SHELF

GULF OF MEXICO

This Act of Correction to that certain Assignment of Oil and Gas Lease (this "Correction Assignment") is entered into by and between ILX Prospective Leases I I , LLC, a Delaware limited liability company, whose address is 712 Fifth Avenue, 19th Floor, New York, NY 10019 , hereinafter referred to as "Assignor" and ILX Prospect Praline, LLC, a Delaware limited liability company, whose address is 712 Fifth Avenue, 19th Floor, New York, NY 10019, hereinafter referred to as "Assignee" (each of Assignor and Assignee may be referred to herein separately as a "Party" and collectively as the "Parties"),

W I T N E S S E T H : THAT,

WHEREAS, Assignor and Assignee entered into that certain Assignment of Oil and Gas Lease effective as of June 1, 2013, (hereinafter "Assignment"), recorded in Book 1359, Page 231, File Number 2016-00002026 of the Conveyance Records of Plaquemines Parish, Louisiana ("said assignment is attached hereto as Exhibit "A").

WHEREAS, Assignor and Assignee mutually desire to correct and amend the Assignment to the extent delineated hereinafter and only to such extent.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged. Assignor and Assignee hereby agree to correct and amend the Assignment as follows:

1. Paragraph 1 of the Assignment which currently reads as follows: "This Assignment is made subject to that certain Participation Agreement dated February 1, 2013, between Assignor and ILX Holdings n, LLC ("Participation Agreement") is hereby deleted in its entirety.

2. Paragraph 12 of the Assignment which currently reads as follows" "Assignee agrees that it will not assign, sublease or transfer, in whole or part, any rights acquired herein or by virtue of the Participation Agreement without requiring its assignees, sublessees, and transferees to expressly assume all obligations owed to Assignor under the terms of this Assignment and the Participation Agreement. Any assignment, sublease or transfer executed in contravention of this provision shall be null and void" is hereby deleted in its entirety.

HNU 100373.1

3. All references to the Assignment shall be considered to be references to the Assignment as modified by this Correction Assignment and, except as modified hereby, the Assignment (as amended hereby) shall remain in full force and effect. The Parties ratify and confirm the Assignment (as amended hereby) for all intents and purposes.

HNU 100373.1

IN WITNESS WHEREOF, this Correction Assignment is executed in the presence of the undersigned competent witnesses on the dates of the respective notarial acknowledgements, effective for all purposes as of November 16, 2017.

WITNESSES: ASSIGNOR:

Name; ^ ^ c v H T

Name: ^ c v r v * - .""fecsrVe.^,

ILX Prospective Leases II, L L C (03260)

Name: W. Greâ Pabor

Title: Director

WITNESSES: ASSIGNEE:

N a m e : At̂ s fCe&i^F-

Name: c\>n^ U.^cC^t^s.

ILX Prospect Praline, L L C (03336)

By:

Name: Fritz L. Spencer, III

Title: Director

HN\1100373.1

STATE OF TEXAS

COUNTY OF HARRIS

On this day of tjQ^tW^O&f. 2017, before me appeared W. Greg Tabor, to me personally known, who, being by me duly sworn, did say that he is a Director of ILX Prospective Leases I I , LLC, a Delaware limited liability company, and that the foregoing instrument was signed on behalf of said company and executed for the uses, purposes and considerations therein stated, with full authority to execute said instrument, and said Appearer acknowledged said instrument to be the free act and deed of said corporation.

_ LEAH BRAMLETT f / f j & S NOTARY PUBLIC-STATE OF TEXAS l i n ^ l COMM. EXR 03-05-2019 W w < ^ NOTARY ID 12672381-1

Printed Name

NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

On this /C* day of / L :S/g>«vl?e

EXHIBIT "A"

Attached to and made a part of that certain Act of Correction to Assignment of Oil and Gas Lease dated

effective as of June 1, 2013, by and between ILX Prospective Leases II, LLC, as Assignor, and ILX Prospect

Praline, LLC.

U.S. Department of the Interior Bureau of Ocean Energy Management

D OTT APR 2 2 2016

ASSIGNMENT OF RECORD T I T L E ADJUDICATION SECTION INTEREST IN

FEDERAL OCS OIL AND GAS LEASE

OMB Control No.: 1010-0006 Expiration Date: 3/31/17

OCS-G 34886

Lease No June 1,2013

Lease Effective Date

New Lease No (BOEM Use Only)

Part A: Assignment

Legal description of the OCS oil and gas lease or the officially designated subdivision of the lease being assigned: A 1 1 o f B ] o c k ^ M i s s i s s i p p i C a n y o n

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

Assignor(s):

ILX Prospective Leases II , LLC (3260)

Percentage Interest Conveyed

19.50000%

Assignee(s):

!LX Prospect Praline, LLC (3336)

Percentage Interest Received

19 50000%

The approval of this assignment is restricted to record title interest only.

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

For BOEM use only

This Assignment of Record Title Interest has been filed as of the date stamped on this document and is hereby appr^yed by the Bureau of Ocean Energy Management on the date shown below.

Supervisor Adjudication Section MAY 0 5 2016 Authorized Official for BOEM Title BOEM Approval Date

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

BOEM-0150 (March 2014) Previous Editions are Obsolete.

Page l of 2

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Part B: Certification and Acceptance

1. Each Assignor certiflcs it is the owner of the record title interest in the above-described lease that is hereby assigned to the,Assignee(s) specified above.

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

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

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

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

This Assignment of Record Title Interest will be made effective between the parties hereto as of J u n e [• 2 0 1 3

Bureau of Ocean Energy Management, UnitedJStates Department bf the Interior. _. upon approval by the

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

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

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

Assignor Name: ILX Prospective Leases II, LLC Assignor Qualification No. 3260

s: j ^ h A I ^ By:. Signatory.Name: (filph Alexander Signatory Title: Managing Director and Secretary

Execution Date

ILX Prospect Praline, LLC Assignee Name: Assignee Qualificat

No. 3336

By: Signatory Naifie: Ralph Alexander Signatory Title: Managing Director and Secretary

Execution Date

Assignor Name: Assignor Qualification No.

By: Signatory Name: Signatory Title:

Execution Date

Assignee Name: Assignee Qualification No.

By:. Signatory Name: Signatory Title:

Execution Date

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Page 2 of 2

EXHIBIT "A"

ASSIGNMENT OF OIL AND GAS LEASE

UNITED STATES OF AMERICA OUTER CONTINENTAL SHELF

GULFOFMEXICO

THIS ASSIGNMENT (this "Assignment") is executed and made effective as of P day of June, 2013 (the "Effective Time"), by and between:

ILX Prospective Leases I I , LLC, a Delaware limited liability company, whose address is 712 Fifth Avenue, l ^ Floor, New York, NY 10019, hereinafter referred to as "Assignor." and ILX Prospect Praline, LLC, a Delaware limited liability company, whose address is 712 Fifth Avenue, 19lh Floor, New York, NY 10019, hereinafter referred to as "Assignee" (each of Assignor and Assignee may be refenred to herein separately as a "Party" and collectively as the "Parties").

W I T N E S S E T H : That.

For and in consideration of One Hundred Dollars ($100.00) and other good ahd valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Assignor, subject to the other terms, conditions, reservations and limitations set forth herein, does, by these presents, bargain, sell, convey, assign, grant, transfer, set over and deliver unto Assignee the specified undivided interests (including all rights, title, interest and obligations associated therewith) in and to the oil and gas leases (the"Leases") and contracts (the "Material Contracts") (as the Material Contracts relate to the Leases) set forth on Exhibit "A," attached hereto and made a part hereof and any other rights, properties, interest and obligations relating to, or necessary in connection with, the ownership and operation of the Leases or the Material Contracts, as the case may be (all the foregoing being herein collectively referred to as the "Properties").

TO HAVE AND TO HOLD the Properties unto Assignee, and its successors and assigns forever.

It is agreed by Assignor and Assignee that this Assignment is subject to the following terms and conditions:

L This Assignment is made subject to that certain Participation Agreement dated February 1, 2013, between Assignor and ILX Holdings II, LLC ("Participation Agreement").

2. The terms and provisions of the Lease.

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

MC74 ActiVG~LG3SG BOEM File Name: 160794.pdf, Page 6 of 11 File Stamp courtesy of OCSBBS.COM

4. Praline Prospect Participation Agreement dated effective October 1,2013..byand between Houston Energy, L.P., Houston Energy Deepwater Ventures XII, LLG, Red Willow Offshore, LLC, Ridgewood Energy Corporation and Deep Gulf Energy II , LLC, as amended.

5. Assignment of Overriding Royalty Interest dated effective June 1,2013, between Houston Energy, L.P., Red Willow Offshore, LLC and Ridgewood Energy Corporation, as Assignors and TGS-NOPEC Geophysical Company, as Assignee, recorded on August 2, 2013 in Plaquemines Parish, Louisiana under Book 1299, Page 231.

6. Assignment of Overriding Royalty Interest and Carried Working Interest dated effective June 1, 2013, between Houston Energy, LP., Red Willow Offshore^ LLC, as Assignors and HE&D Offshore, L.P., as Assignee, recorded on July 26, 2013 in Plaquemines Parish, Louisiana under Book 1298, Page 880.

7. Assignment of Record Title Interest dated effective.June 1,2013, from Ridgewood Energy Corporation, as Assignor, to ILX Prospective Leases II , LLC, as Assignee, covering OCS-G 34886, Mississippi Canyon Block 74, recorded in Plaquemines Parish, Louisiana under Book 1295, Page 731, and Act of Correction to Assignment of Record Title recorded on November 22, 2013 in Plaquemines Parish, Louisiana under Book 1306, Page 829.

8. Assignment of Record Title Interest dated effective October 1, 2013, from Red Willow Offshore, LLC, Houston Energy, L.P., Ridgewood Energy Corporation, and ILX Prospective Leases II , LLC, as Assignors, to Deep Gulf Energy II , LLC and Houston Energy Deepwater Ventures XD, LLC, as Assignees, covering OCS-G 34886, Mississippi Canyon Block 74, recorded on 7/25/2014 in Plaquemines Parish, Louisiana under Book 1322, Page.819.

9.. Lessor's royalty.

10. EXCEPT AS SET FORTH IN THE PROVISO BELOW, THIS ASSIGNMENT IS EXECUTED WITHOUT ANY WARRANTY OF TITLE WHATSOEVER, EITHER EXPRESS OR IMPLIED, AND WITHOUT RECOURSE AGAINST ASSIGNOR AS TO TITLE MATTERS. BUT IS MADE WITH FULL SUBSTITUTION AND SUBROGATION (FOR THE BENEFIT OF ASSIGNEE) TO ALL RIGHTS. CLAIMS AND ACTIONS ON TITLE WARRANTIES GIVEN OR MADE TO (OR BY) ASSIGNOR'S PREDECESSORS IN INTERESTS; PROVIDED, HOWEVER, ASSIGNOR SHALL WARRANT AND FOREVER DEFEND TITLE TO THE PROPERTIES AND ITS SUCCESSORS AND ASSIGNS AGAINST EVERY PERSON WHOMSOEVER LAWFULLY CLAIMING OR TO CLAIM THE SAME OR ANY PART THEREOF. BY, THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE.

11. Assignee hereby assumes the Assumed Liabilities; provided', however, $\dX Assignee shall not be responsible for (either by payment, discharge, performance of compliance) or otherwise deemed to have assumed the Retained Liabilities. For purposes hereof, (a) the term "Assumed Liabilities" means all duties, liabilities and obligations, express or implied, relating to (and only to) the Properties whether arising or accruing before or after the date

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hereof, including those duties, liabilities and obligations arising from or by virtue of any lease, agreement, contract, or instrument and those arising from or by virtue ofany permit, statute, rule, regulation or order of any Govemmental Entity (as defined in the Participation Agreement) and (b) the term "Retained Liabilities" means all duties, liabilities and obligations, express or implied, relating to (and only to) the Ridgewood Interest.(as defined in the Participation Agreement) whether arising or accruing before or after the date hereof, including those duties, liabilities and obligations arising from or by virtue of any lease, agreement, contract, or instrument and those arising from or by virtue of any permit, statute, rule, regulation of order of any Govemmental Entity (as defined in the Participation Agreement).

12. Assignee agrees that it will not assign, sublease or transfer, in whole or part, any rights acquired herein or by virtue of the Participation Agreement without requiring its assignees, sublessees, and transferees to expressly assume all obligations owed to Assignor under the terms of this Assignment and the Participation Agreement. Any assignment, sublease or transfer executed in contravention of this provision shall be null and void.

13. Notwithstanding Assignee's right to assign all or part of the Properties to third parties as conditioned by Paragraph 8 above, to the extent not fulfilled or complied with by such third parties. Assignee shall remain fully responsible and liable for fulfillment of all the obligations and liabilities imposed herein, and for compliance with all terms and conditions established herein, and in the Participation Agreement.

14. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, assigns, successors and transferees.

15. This Assignment may be executed in one or more counterparts, any one of which need not contain the signatures of more than one Party, but all such counterparts taken together will constitute one and the same instrument. No Party shall be bound until such time as all of the Parties have executed counterparts of this Assignment.

16. The Parties may execute additional assignments in such form as may be required by any government entity for filing and approval of the transfer of the Properties from Assignor to Assignee, all of which, together with this Assignment, shall constitute but one and the same assignment.

17. This Assignment shall be governed by and construed in accordance with the Laws of the State of Texas without reference to principles of conflicts of Law.

18. Each of the Parties shall use its reasonable efforts to take, or cause to be taken, all appropriate action, and to dcor cause to be done, all things necessary, proper.or advisable under applicable Laws to make effective the transactions contemplated in herein.

19. For purposes hereof, (a) the words "this Assignment," "herein," "hereby," "hereunder" and "hereof," and words of similar import, refer to this Assignment as a whole and not any particular section or exhibit, (b) the word "including" means "including without limitation," (c) unless expressly provided to the contrary, the word "or" is not exclusive and (d) the term "Law" or "Laws" shall have the meaning given to it in the Participation Agreement.

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IN WITNESS WHEREOF, this instmment is executed before the undersigned competent witnesses as of this day of April, 2016, but effective for all purposes as of the Effective Time, subject to approval by the U.S. Department of the Interior Bureau of Ocean Energy Management.

WITNESSES: ASSIGNOR:

ILX Prospective Leases II, L L C (03260)

By: Name:

Name: Ralph Alexander Title: Managing Director and Secretary

Name:

WITNESSES: ASSIGNEE:

ILX Prospect Praline, L L C (03336)

By: Name:

Name: Ralph Alexander Title: Managing Director and Secretary

Name:

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STATE OF TEXAS

COUNTY OF HARRIS

On this' day of April, 2016, before me appeared Ralph Alexander, to me personally known, who, being by me.duly sworn, did say that he is the Managing Director and Secretary of ILX Prospective Leases I I , LLC, a Delaware limited liability company, and that thei foregoing instrument was signed on behalf of said limited liability company and executed for the uses, purposes and considerations therein stated, with full authority to execute said instrument, and said Appearer acknowledged said instrument to be the free act and deed of said limited liability company.

NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

On this day of April, 2016, before me appeared Ralph Alexander, to me personally known, who, being by me.duly sworn, did say that he is the Managing Director and Secretary of ILX Prospect Praline, LLC, a Delaware limited liability company, and that the foregoing instrument was sighed on behalf of said limited liability company and executed for the uses, purposes and considerations therein stated, with full authority to execute said instrument, and said Appearer acknowledged said instrument to be the free act and deed of said limited liability company.

NOTARY PUBLIC

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Exhibit A

Leases and Material Contracts

1. Leases

AREA BLK PROSPECT LEASE DATE

EXP DATE

GOM LEASE

NO.

BCP W I % 1

ACP W W

COMMENTS

MC 74 Praline 06/01/13 05/31/20 G34886 21.2500 19.5000 Record Title

I I . Material Contracts

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

1 The distinction between the BCP (Before Casing Point) Working Interest percentage (WI%) and the AGP (After Casing Point) Working Interest percentage relates to a 10% (of 8/8ths) carried Working Interest in favor of HE&D Offshore, L.P., in accordance with that certain Amended and Restated Program Agreement dated effective October 1, 2009, by and between Houston Energy, L.P., Ridgewood Energy Corporation and Red Willow Offshore, LLC.

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Please Return To: Leah Bramlett Ridgewood Energy 1254 Enclave Parkway, Suite 600 Houston, TX 77077