October 31, 2018 Bureau of Ocean Energy Management 1201 ... · Bureau of Ocean Energy Management Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard ^ New Orleans, LA 70123-2394

October 31, 2018

United States Department of the Interior Bureau of Ocean Energy Management Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard ^ New Orleans, LA 70123-2394

Attention Adjudication Unit

Arena Energy, LP

4200 Research Forest Drive. Suite 500

The Woodlands, TX 77381

281-681-9500

281-681-9503 Fax

Re: Non-Required Filing - No. 7, Contracts, Agreements and Conveyances OCS-G 35951 - West Delta 117, South Addition Assignment and Bill of Sale

Ladies and Gentlemen,

Enclosed for further handling are duplicate originals of an Assignment and Bill of Sale for West Delta 117 - OCS-G 35951 between the following:

Assignor: Chevron U.S.A. Inc.

Assignee: Arena Energy, LP

Please file this in the non-requireds under No. 7, Contracts, Agreements and Conveyances and return one original to the undersigned. The Pay.gov receipt in the amount of $29.00 is also included.

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

Sincerely,

Rachelle Taylor Landman

Encls.

ASSIGNMENT AND BILL OF SALE

THIS ASSIGNMENT AND BILL OF SALE (this "Assignment") date dAfflliiHJiCAlSfclfSeeTdiMJr 30,2018 (the "Effective Date"), is made by and between Chevron U.S.A. Inc., a Pennsylvania corporation ("CUSA" or "Assignor"), with a mailing address of 100 Northpark Blvd, Covington, Louisiana 70433, and Arena Energy, LP, a Delaware limited partnership ("AELP" or "Assignee"), with a mailing address of 4200 Research Forest Drive, Suite 500, The Woodlands, Texas 77381. Assignor and Assignee may sometimes be referred to in this Assignment individually as a "Party" or collectively as the "Parties".

RECITALS

A. WHEREAS, on July 27, 2004, CUSA executed an Asset Sale Agreement ("ASA"), conveying all rights, title and interest in multiple fields including Block 117, West Delta Area, South Addition, Oil and Gas Lease OCS-G 1101, to Anglo-Suisse Offshore Partners, LLC ("Anglo-Suisse").

B. WHEREAS, on December 16, 2015, Anglo-Suisse filed its voluntary petition for relief pursuant to Chapter 7 Bankruptcy in the United State Bankruptcy Court Southern District of Texas Houston Division.

C. WHEREAS, on May 3, 2016, the Bureau of Ocean Energy Management ("BOEM") accepted the Relinquishment of Federal OCS Oil and Gas Lease OCS-G 1101, Block 117, West Delta Area, South Addition ("Relinquished Lease").

D. WHEREAS, on June 2, 2016, the Bureau of Safety and Environmental Enforcement ("BSEE") notified CUSA that Anglo Suisse defaulted on its obligation to decommission the Relinquished Lease, and that as a prior lessee CUSA is responsible for decommissioning of wells, pipelines, platforms and other facilities ("Demand Order").

E. WHEREAS, on July 25, 2016, the court approved Anglo-Suisse relinquishment of its interest in and rejection of all contracts associated with its most pressing liabilities being the offshore lease known as West Delta Block 117 Lease No. OCS-G 1101.

F. WHEREAS, in response to BSEE Demand Order CUSA commenced planning and operations to decommission the existing wells, pipelines, platforms and other facilities existing at the time ofthe ASA on the Relinquished Lease.

G. WHEREAS, effective June 1, 2017, the BOEM executed an Oil and Gas Lease of Submerged Lands Under the Outer Continental Shelf Lands Act to AELP covering all of Block 117, West Delta Area, South Addition (OCS-G 35951) for an initial period of 5-years ("AELP Lease").

H. WHEREAS, AELP desires to reuse the Facilities and Wells including the WD 117 "G" platform as described in the Exhibit A - List of Assets to the Assignment (the "Assets"). AELP has applied to BSEE for the Reuse Assessment Application and submitted a Development Operations and Coordination Document ("DOCD") to BOEM to transfer title of the Assets from the Relinquished Lease into the AELP Lease.

I . WHEREAS, upon execution and delivery of this Assignment, CUSA is willing to cease decommissioning operations on the Assets and release, remise, relinquish, and quitclaim to AELP any and all of CUSA's rights, titles and interests in the Assets which Assignor may have, AS IS, WHERE IS, and convey to AELP all of Assignor's rights to access the Assets.

1 Assignment Bill of Sale WD117G Execution Version

NOW THEREFORE, in consideration of the premises, the mutual benefits to be derived herefrom, and the mutual obligations set forth herein, the receipt and sufficiency of which are acknowledged by each Party, the Parties hereby agree as follows: '

W I T N E S S E T H :

1. DEFINITIONS AND INTERPRETATIONS.

1.1 As used in this Assignment, these words or expressions have the following meanings:

(A) "AELP Lease" has the meaning set forth in Recital G.

(B) "Affiliate" means any legal entity that controls, is controlled by, or is under common control with, another legal entity. An entity is deemed to "control" another if it owns directly or indirectly at least fifty percent (50%) of either of (1) the shares entitled to vote at a general election of directors of such other entity ; or (2) the voting interest in such other entity if such entity does not have either shares or directors. Affiliates of Assignor expressly include Chevron Corporation. Affiliates of Assignee expressly include Arena Offshore, LP, Arena Exploration, LLC, Arena Offshore II , LP, and Arena Offshore HI, LP.

(C) "Applicable Law(s)" means laws, regulations, statutes, codes, rules, orders, ordinances, permits, policies, licenses, certifications, decrees, standards or interpretations imposed by any Government Entity that apply to this Assignment, the Assets and any binding interpretation of the foregoing imposed by any Government Entity that apply to this Assignment and the Assets.

(D) "ASA" has the meaning set forth in Recital A.

(E) "Assets" has the meaning set forth in Section 2 hereof and is limited to such Wells and Facilities as specifically listed on Exhibit A - List of Assets, attached hereto. The term "Assets" does not include the facilities set forth in Exhibit B - Excluded Assets.

(F) "Assignee Parties" means Assignee, and each of Assignee's Affdiates, and the directors, officers, employees, contractors and representatives of each of them.

(G) "Assignor Parties" means Assignor, and each of Assignor's Affiliates, and the directors, officers, employees, contractors and representatives of each of them.

(H) "BOEM" has the meaning set forth in Recital C.

(I) "BSEE" has the meaning set forth in Recital D.

(J) "Claim" means any claim, liability, loss, expense, tax, fee, fine, consulting fee, demand, damages, encumbrance, cause of action of any kind, obligation, costs (including environmental response costs, costs of remediation, natural resource damages, cost related to orphan share, costs related to equipment modification or replacement), judgment, penalty, interest, and award (including recoverable legal

Assignment Bill of Sale WD117G Execution Version

counsel fees, expert witness fees, and costs of litigation of the Person asserting the Claim), whether arising by law, contract, tort, voluntary settlement, or otherwise.

(K) "Decommissioning Obligations" means any and all existing and future Claims, costs, charges, expenses, liabilities, and obligations (including bonding and insurance requirements) associated with, and liability for, abandoning, decommissioning, removing, restoring, remediation, replugging, or making safe all Wells and Facilities comprising the Assets, whether such Claims, costs, charges, expenses, liabilities, and obligations are incurred under or pursuant to statutory or common law, regulation, order, permit, judgment, decree, or other obligation, and including any continuing insurance, maintenance, and monitoring costs. Decommissioning Obligations include, but are not limited to, all of the following, required under statutory or common law, regulation, order, permit, judgment, decree, or other obligation:

(1) The plugging, replugging, and abandonment of the Wells, either active or inactive, comprising the Assets;

(2) The removal, abandonment, and disposal of the Facilities, foundations, wellheads, tanks, flowlines, pumps, compressors, separators, heater treaters, valves, fittings, and equipment and machinery of any nature and all materials comprising the Assets;

(3) The clearance, cleanup, reclamation, restoration, and remediation of the portion of the seafloor, groundwater and waterbottoms associated with the Assets, and specifically limiting such work to only that associated with the Assets;

(4) The removal, remediation, and abatement of any petroleum material, any contamination or pollution (including spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping, disposing, or other release of any chemical substance, pollutant, contaminant, toxic substance, radioactive material, Hazardous Material, NORM, waste, saltwater, cuttings, muds, crude oil, or petroleum product) emanating or released from the Assets into or onto the water, the seafloor, subsurface soils, air, groundwater, or any vessel, piping, equipment, tubing, or subsurface structure or strata comprising the Assets, and limiting such work to only that associated with the Assets; and

(5) Any other activity required in connection with the Assets to comply with the provisions of 30 Code of Federal Regulations Subpart Q.

(L) "Demand Order" has the meaning set forth in Recital D.

(M) "DOCD" has the meaning set forth in Recital H.

(N) "Effective Date" has the meaning set forth in the introductory paragraph hereto.

(O) "Excluded Assets" has the meaning set forth in Section 3, hereof.


(P) "Facilities" means all physical assets used or previously used for production, mechanical separation, handling, gathering, storage, treatment, sale, disposal or other operations relating to hydrocarbons expressly identified as Facilities in Exhibit A - List of Assets, including all of the following if and as identified on Exhibit A:

(1) The platform, and all buildings, structures, foundations comprising the Assets.

(2) All pipelines, gathering lines, gas lines, water lines, flowlines and production and storage facilities comprising the Assets.

(3) All equipment, machinery, fixtures, materials and improvements comprising the Assets.

(Q) "Govemment Entity" means any department, court, tribunal, exchange, authority, commission, board, instrumentality or agency of any municipal, local, state, federal, tribal, or other governmental authority (including regulatory authorities and administrative bodies) and any subdivision of the foregoing.

(R) "Hazardous Material" means any chemical substance, product, waste or other material which is, or becomes identified; listed, published, regulated, or defined as, or which shows the characteristics of, a hazardous substance, hazardous waste, hazardous material, toxic substance or other regulatory term, including oil, oil waste, by-products and components, NORM, petroleum substances, and petroleum substances waste, produced water, by-products and components, polychlorinated biphenyls, and asbestos, or which is otherwise regulated or restricted under any Environmental Law or by any Government Entity, or which may otherwise cause, contribute to or result in an environmental obligation.

(S) "NORM" means naturally occurring radioactive materials.

(T) "Performance Bond" has the meaning set forth in Section 7.3 hereof.

(U) "Person" means any person, company, consortium, association, entity, government, independent governmental organization, or any agency or subdivision of the government.

(V) "Relinquished Lease" has the meaning set forth in Recital D.

(W) "Third Party" or "Third Parties" means any Person or Persons other than Assignor, Assignee, and any of their respective Affiliates.

(X) "Transaction" means the transactions contemplated by this Agreement.

(Y) "Transaction Documents" means any ancillary documents executed pursuant to or in connection with this Agreement.

(Z) "WeU" or "Wells" means any active or inactive hydrocarbons wells, salt water disposal wells, injection wells and other wells and wellbores expressly identified as Wells in Exhibit A - List of Assets, together with the appurtenant wellheads and


well equipment, whether or not they are producing, suspended, shut-in, abandoned or plugged.

1.2 INTERPRETATION. Unless the context expressly requires an interpretation to the contrary, all of the following apply to the interpretation of this Agreement:

(A) The plural and singular words each include the other.

(B) The masculine, feminine and neutral genders each include the others.

(C) The word "or" is not exclusive.

(D) The words "includes" and "including" are not limiting.

(E) References to the Parties include their respective successors and permitted assignees.

(F) References to matters "arising" (or which "arise" or "arises") "out of this Agreement" include matters which arise in connection with this Agreement or have a causal connection with or which flow from this Agreement or which would not have arisen or occurred but for the entering into this Agreement or the performance of or failure to perform obligations under this Agreement.

(G) The headings in this Agreement are included for convenience and do not affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Agreement.

(H) A capitalized derivative or other variation of a defined term has a corresponding meaning and must be construed accordingly.

(I) If a conflict exists between any provisions of this Agreement as they apply to a Party, the provision that imposes the more stringent obligation on that Party prevails to the extent of the conflict.

(J) Where provision is made for agreement or the giving of notice, approval or consent by any Party, unless otherwise specified, such agreement, notice, approval or consent must be in writing.

(K) Any event under this Agreement which is scheduled to occur on a day that is not a Business Day will be deferred until the next succeeding Business Day.

2. CONVEYANCE.

For good and valuable consideration delivered and received by each Party hereto, including, without limitation, the assumption by Assignee of certain obligations and liabilities described in that certain Negotiated Sale Agreement executed on June 14, 2018, by and between Assignor, as Seller, and Assignee, as Buyer (the "Negotiated Sale Agreement"), the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to said Negotiated Sale Agreement (which is incorporated herein by reference for all purposes) and subject to the terms hereof, does hereby release, remise, relinquish, and quitclaim unto Assignee any and all rights, titles, and interests in and to the Assets which Assignor may

* 5 Assignment Bill of Sale WD117G Execution Version '

have, and Assignor does hereby transfer, convey, grant and assign to Assignee all of Assignor's rights of access to the Assets, in each case as is, where is, and without warranty of any kind, expressed or implied.

TO HAVE AND TO HOLD THE ASSETS AND ACCESS TO THE ASSETS UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS FOREVER, SUBJECT TO THE TERMS, CONDITIONS AND RESERVATIONS SET FORTH HEREIN, IN THE NEGOTIATED SALE AGREEMENT.

3. EXCLUSIONS AND RESERVATIONS:

The Excluded Assets are specifically excepted and reserved from this Assignment by Assignor. The term "Excluded Assets," as used herein, means collectively all properties listed on Exhibit B - Excluded Assets attached hereto.

4. NEGOTIATED SALE AGREEMENT

This Assignment is made subject to the unrecorded Negotiated Sale Agreement which is made a part of, and incorporated herein, by reference for all purposes. Any term used herein and not defined in this Assignment shall have the definition or meaning given to it in the Negotiated Sale Agreement. The Negotiated Sale Agreement shall be binding on and inure for the benefit of the rightful successors and permitted assigns of the Assignor and Assignee. The Negotiated Sale Agreement contains certain representations, warranties, covenants and agreements between the Assignor and Assignee which shall survive the delivery of this Assignment, as provided therein.

5. DISCLAIMERS WAIVERS AND ACKNOWLEDGEMENTS.

5.1 DISCLAIMER. Except as otherwise expressly provided in this Assignment or in the Negotiated Sale Agreement, Assignor makes all of the following disclaimers:

(A) The Assets and access to the Assets are being granted on an "AS IS, WHERE IS" basis and with all faults.

(B) Assignor Parties do not make any warranty or representation, express or implied in fact or by law, with respect to any matter or thing and disclaims all liability and responsibility for any representation, warranty, collateral contract, statement, assurance, opinion or information made or communicated (orally or in writing) to Assignee (including those by any agent, adviser, or consultant of any Assignor Parties).

1 (C) Without limiting the generality of the foregoing, Assignor expressly disclaims any representation or warranty, express, statutory or implied, as to any of the following:

(1) The physical state, origin, quantity, quality, safety, title, compliance with Applicable Law, merchantability, fitness for any particular purpose or condition of any of the Assets including any property, Facility, plant and equipment used in the operation of any of the Assets.

(2) That Assignor holds any rights, title or interest of any kind whatsoever in or to the Assets.


(3) Environmental Condition or the existence of any environmental obligation relating to the Assets, the amount of any future costs associated with Decommissioning Obligations or environmental obligations relating to the Assets, or the extent of any liability related to such Decommissioning Obligations or environmental obligations.

(4) The accuracy or completeness of any records, reports, projections, information or materials furnished or made available to Assignee at any time in connection with the sale of the Assets, including the quality, quantity, environmental obligations, or any environmental condition of, or related to the Assets or any other matters contained in the records furnished or made available to Assignee by Assignor Parties. All such records furnished by Assignor Parties to Assignee by any means, including onsite visits, management presentations, meetings with Assignor's personnel, or otherwise made available to Assignee are provided to Assignee as a convenience, and do not create or give rise to any liability of or against Assignor. Any reliance on or use of the records is at Assignee's sole risk to the maximum extent permitted by Applicable Law.

(5) The value of the Assets.

5.2 ASSIGNEE ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS.

(A) Assignee acknowledges and agrees that on the Effective Date, except as otherwise expressly provided in this Assignment or in the Negotiated Sale Agreement, it shall accept Assignor's rights, if any, in and to the Assets, and its rights of access to the Assets in their then "AS IS, WHERE IS" condition and with all faults, with an expressed acceptance and understanding of the disclaimers contained in this Agreement.

(B) Assignee further acknowledges each of the following:

(1) That the Assets have been used for oil and gas exploration, drilling and producing operations, pipeline, transportation or gathering operations, and other related oilfield operations, including, possibly the injection, storage or disposal of produced water or waste materials incidental to or occurring in connection with such operations. It is expressly recognized by Assignee that the lands or water bottoms, along with surface Facilities and production equipment located on such lands or water bottoms, having been used in connection with oil, gas, and water production, treatment, storage, and disposal activities, may contain Hazardous Materials arising from or relating to these operations.

(2) That physical changes in the land, groundwater or subsurface may have occurred as a result of any such uses and that Assignee has entered into this Agreement on the basis of Assignee's own investigation of, or right to investigate, the physical condition of the


Assets, including the Facilities, and the surface and subsurface conditions.

(3) That Assignee assumes the risk that adverse physical conditions, including the presence of unknown, abandoned or unproductive oil wells, gas wells, equipment, pits, landfills, flowlines, pipelines, water wells, injection wells and sumps, which may or may not have been revealed by Assignee's investigation, are located thereon or therein, and whether discovered, discoverable, hidden, known or unknown to Assignee as of the Effective Date.

(C) Assignee acknowledges that Assignor digitally images and retains certain records in electronic format and may provide imaged or electronic records rather than originals or hard copies, except as to those records for which Assignee requests the originals (to the extent originals are available and are prepared at Assignee's cost).

(D) Assignee acknowledges that none of the bonds posted by Assignor or its Affiliates with any Government Entity having jurisdiction over any of the Assets are being transferred to Assignee.

(E) Assignee acknowledges each of the disclaimers set forth in Section 5.1 and acknowledges and affirms that it has not relied upon any representation, warranty, statement, opinion or information in entering into or carrying out the Transaction other than evidence of satisfaction of the CONDITIONS PRECEDENT TO CLOSING as set forth in the Negotiated Sales Agreement.

(F) Assignee has made, or arranged for others to make, or has been afforded the opportunity to make, an inspection and inventory of the Assets and, if not performed, waives such right at and with the Effective Date.

(G) Assignee affirms that it is relying on its own independent investigation, analysis and evaluation of the technical, engineering (including petroleum engineering), economic or other interpretations, forecasts, evaluations or cost estimates concerning the Assets, and the costs of and prospects for further development in relation to the Assets including any future and current taxes

1 in relation to the Assets.

(H) Assignee acknowledges and agrees that rights to access to all lands or water bottoms covered by the Wells, and rights of access to the Facilities transferred pursuant to this Agreement are transferred with the restriction that they will be used only in connection with the performance of Decommissioning Obligations associated with the Assets and oil and gas producing activities associated with the AELP Lease, and will not be subsequently transferred by Assignee or Assignee's assignee for unrestricted use unless the concentrations of any Hazardous Materials associated therewith are independently determined by a competent laboratory and are found below the levels specified as allowable for unrestricted transfer as set forth in Applicable Law, orders, rules or regulations of any court having jurisdiction.


5.3 Waiver of Consumer Rights. Assignee waives its rights under the Texas Deceptive Trade Practices-Consumer Protection Act, section 17.41 et seq., Texas Business & Commerce Code, a law that gives consumers special rights and protections. After consultation with an attorney of Assignee's own selection, Assignee voluntarily consents to this waiver. In order to evidence its ability to grant the above waiver, Assignee represents and warrants to Assignor all of the following:

(A) Assignee is in the business of seeking or acquiring, by purchase or lease, goods or services for commercial or business use.

(B) Assignee has knowledge and experience in financial and business matters that enables it to evaluate the merits and risks of the contemplated Transaction.

(C) Assignee is not in a significantly disparate bargaining position.

5.4 Waiver of Louisiana Rights in Redhibition.

(A) Assignee expressly waives each of the following:

(1) Warranty of Fitness for Intended Purposes or Guarantee Against Hidden or Latent Redhibitory Vices under Louisiana Law, including Louisiana Civil Code Articles 2520 through 2548.

(2) The warranty imposed by Louisiana Civil Code Article 2475.

(3) All rights in redhibition pursuant to Louisiana Civil Code Article 2520, et seq.

(B) Assignee acknowledges that this express waiver is considered a material and integral part of this sale and the consideration for this sale.

(C) Assignee acknowledges that this waiver has been brought to the attention of Assignee and explained in detail and that Assignee has voluntarily and knowingly consented to this waiver of warranty of fitness or warranty against redhibitory vices and defects for the Assets.

5.5 ASSIGNEE'S ASSUMPTION OF RISKS AND RESPONSIBILITIES. Effective as of the Effective Date, Assignee assumes full responsibility for and agrees to fully perform, pay, fulfill, satisfy and discharge (or cause to be fully performed, paid, fulfilled, satisfied or discharged) all Decommissioning Obligations, including all Claims relating thereto, known or unknown, with respect to the Assets, regardless of whether such Decommissioning Obligations or related Claims arose prior to, on or after the Effective Date.

5.6 EXCLUSIONS FROM RISKS AND RESPONSIBILITIES ASSUMED BY ASSIGNEE. There is excluded from the risks and responsibilities assumed by Assignee all risks, liabilities, obligations and Claims of whatsoever nature pertaining to or associated with the Excluded Assets, including, without limitation, all obligations and Claims pertaining to the Excluded Assets arising under 30 CFR Subpart Q.


6. INDEMNIFICATION.

6.1 ASSIGNEE'S GENERAL INDEMNIFICATION. EFFECTIVE AS OF THE EFFECTIVE DATE, ASSIGNEE ASSUMES A L L RISK AND LIABILITY OF WHATSOEVER NATURE CONNECTED TO THE ASSETS, AND DOES RELEASE AND DISCHARGE AND MUST INDEMNIFY, HOLD HARMLESS, AND DEFEND EACH OF THE ASSIGNOR PARTIES, AGAINST A L L CLAIMS (INCLUDING EXPENSES ASSOCIATED WITH INVESTIGATION OF CLAIMS, TESTING AND ASSESSMENT), WHETHER BASED ON ANY THEORY OF LIABILITY, INCLUDING TORT, BREACH OF CONTRACT (EXPRESS OR IMPLIED), BREACH OF WARRANTY (EXPRESS OR IMPLIED), STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, REGARDLESS OF THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OR RESPONSIBILITY OF ASSIGNOR PARTIES (OR ANY OTHER PARTIES), AND RELATING TO ALL PERIODS PRIOR TO, ON, OR AFTER THE EFFECTIVE DATE, IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY OF THE FOLLOWING:

(A) THE ASSETS;

(B) ASSIGNEE OR ITS AFFILIATES' OR ASSIGNOR OR ITS AFFIIATES' OWNERSHIP, OPERATIONS, OR ACTIVITIES RELATED TO THE ASSETS; AND

(C) ANY OF THE OBLIGATIONS, RESPONSIBILITIES, OR LIABILITIES ASSUMED BY ASSIGNEE UNDER THIS ASSIGNMENT AND THE INCLUDING DECOMMISSIONING OBLIGATIONS IN CONNECTION WITH THE ASSETS, ENVIRONMENTAL OBLIGATIONS, AND ALL RISKS, OBLIGATIONS, AND LIABILITIES AGREED TO, ACKNOWLEDGED BY, OR ASSUMED BY ASSIGNEE UNDER SECTION 5 OF THIS ASSIGNMENT IN CONNECTION WITH THE ASSETS.

(D) CLAIMS FOR TAXES WHICH ARE THE OBLIGATION OF ANY OF THE ASSIGNEE PARTIES HEREUNDER, INCLUDING ANY COURT COSTS AND ATTORNEYS', EXPERT WITNESS AND OTHER ADVISORS' FEES IN CONNECTION WITH THE ASSETS.

(E) A L L ENVIRONMENTAL OBLIGATIONS OF ASSIGNOR PARTIES WITH RESPECT TO THE ASSETS AND A L L ENVIRONMENTAL OBLIGATIONS INCLUDING CLAIMS UNDER ANY ENVIRONMENTAL LAW WITH RESPECT TO THE ASSETS, INCLUDING ANY ENVIRONMENTAL OBLIGATIONS EXISTING, OR RELATING TO PERIODS, PRIOR TO, ON, OR AFTER THE EFFECTIVE DATE.

(F) ANY BREACH BY ASSIGNEE OF ANY COVENANT OR OBLIGATION OF ASSIGNEE IN THIS ASSIGNMENT.

6.2 ASSIGNEE INDEMNIFICATION REGARDING NORM AND OTHER HAZARDOUS MATERIALS.


(A) IT IS EXPRESSLY RECOGNIZED BY ASSIGNEE THAT THE LANDS OR WATER BOTTOMS, ALONG WITH SURFACE FACILITIES AND PRODUCTION EQUIPMENT LOCATED ON SUCH LANDS OR WATER BOTTOMS, HAVING BEEN USED IN CONNECTION WITH OIL, GAS, AND WATER PRODUCTION, TREATMENT, STORAGE, AND DISPOSAL ACTIVITIES, MAY CONTAIN NORM, ASBESTOS, AND OTHER HAZARDOUS MATERIALS AS A RESULT OF THESE OPERATIONS.

(B) AFTER THE EFFECTIVE DATE, AND EXCEPT AS PROVIDED IN SECTION 6.3, BELOW, THE GENERATION, FORMATION, OR PRESENCE OF NORM, ASBESTOS, OR OTHER HAZARDOUS MATERIALS IN OR ON THE ASSETS WILL BE THE SOLE RESPONSIBILITY OF ASSIGNEE WHETHER OR NOT ATTRIBUTABLE TO THE PERIOD PRIOR TO, ON, OR AFTER THE EFFECTIVE DATE, AND WHETHER OR NOT ATTRIBUTABLE TO ASSIGNOR PARTIES' ACTIVITIES OR NEGLIGENCE OR THE ACTIVITIES OR NEGLIGENCE OF ASSIGNOR PARTIES OR THE ACTIVITIES OF THIRD PARTIES (REGARDLESS OF WHETHER ANY OF ASSIGNOR PARTIES IS OR WAS AWARE OF SUCH ACTIVITIES).

(C) ASSIGNEE AND ALL FUTURE ASSIGNEES AND GRANTEES AND SUCCESSORS OF ASSIGNEE DO RELEASE AND DISCHARGE FROM, AND MUST INDEMNIFY, DEFEND, AND HOLD HARMLESS ASSIGNOR PARTIES FROM ANY AND ALL CLAIMS, WHETHER BASED ON ANY THEORY OF NEGLIGENCE, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, OR STATUTORY LIABILITY, REGARDLESS OF THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF ANY OF ASSIGNOR PARTIES OR ANY THIRD PARTY, IN ANY WAY ARISING FROM, RESULTING FROM, OR RELATED TO, THE PRESENCE OF NORM, ASBESTOS, OR OTHER HAZARDOUS MATERIALS, WHETHER SUCH NORM, ASBESTOS, OR OTHER HAZARDOUS MATERIALS WAS IN PLACE PRIOR TO, ON, OR AFTER THE EFFECTIVE DATE, EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.3, BELOW.

6.3 ASSIGNOR'S GENERAL INDEMNIFICATION. AS BETWEEN ASSIGNOR AND BSEE, ASSIGNOR RETAINS ALL RISK AND LIABILITY OF WHATSOEVER NATURE CONNECTED TO THE EXCLUDED ASSETS THAT ASSIGNOR MAY HAVE PRIOR TO THIS ASSIGNMENT. '

6.4 EXCEPT AS PROVIDED IN SECTION 6.3, ALL FUTURE ASSIGNEES OR GRANTEES AND SUCCESSORS OF ASSIGNEE DO RELEASE AND DISCHARGE FROM, AND WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS ASSIGNOR PARTIES FROM AND AGAINST ANY AND ALL CLAIMS AND OBLIGATIONS FOR WHICH ASSIGNEE HAS AGREED TO


INDEMNIFY, DEFEND AND HOLD HARMLESS THE ASSIGNOR PARTIES AS PROVIDED IN THIS SECTION 6. ASSIGNEE FURTHER COVENANTS AND AGREES TO CAUSE THE PROVISIONS OF THIS SECTION 6 TO BE INCLUDED IN ALL SUBSEQUENT SALES OR TRANSFERS OF ANY INTEREST IN THE ASSETS, AND TO CAUSE ALL PURCHASERS OR TRANSFEREES OF THE ASSETS TO EXPRESSLY ACKNOWLEDGE AND ASSUME ALL SUCH CLAIMS AND OBLIGATIONS.

7. DECOMMISSIONING

7.1 Assignee's Assumption of Decommissioning Obligations. As a part of the consideration for the purchase of the Assets, Assignee shall assume and shall timely and fully satisfy all Decommissioning Obligations associated with the Assets.

7.2 Further Actions.

(A) Assignee shall take whatever actions are necessary to protect Assignor from being subjected to any Claims relating to the assumed Decommissioning Obligations associated with the Assets, including removal, remediation and restoration, and shall comply with reasonable requests by Assignor that Assignee take such actions.

(B) Assignee shall provide to Assignor such assistance as Assignor may reasonably request in order to have Assignor released from any notice issued to Assignor in relation to the assumed Decommissioning Obligations relating to the Assets pursuant to any Applicable Law.

7.3 Decommissioning Security.

(A) Performance Bond. As a condition to Assignor's execution and delivery of this Assignment to Assignee, Assignee has provided to Assignor a Performance Bond in the face amount (also referred to as the penal sum) of US$8,650,000.00, for Assignor's benefit as consideration for the transfer of the Assets (the "Performance Bond") in the form and issued by a Surety as required by the terms of the Section 1.2 of the Negotiated Sale Agreement. As provided by its terms, the Performance Bond is irrevocable until, and expires when, all Decommissioning Obligations in connection with the Assets have been fulfilled, as provided in Section 1.2(E) of the Negotiated Sale Agreement.

8. SUCCESSORS AND ASSIGNS

It is the intent and effect of this Assignment that any future conveyances, transfers or assignments of the Assets made by Assignee shall not in any way diminish, compromise, extinguish, or effect a release of Assignor's rights against, or obligations to, Assignee, or Assignee's rights against, or obligations to, Assignor in each case under the Negotiated Sale Agreement. Assignee and Assignor shall remain responsible to the other Party for all obligations, indemnities and liabilities due to such Party under the Negotiated Sale Agreement, unless ahd until expressly released by such other Party or as otherwise provided for under the Negotiated Sale Agreement. The obligations and responsibilities of Assignee and Assignor shall run with the land and rights to any Assets assigned, conveyed, transferred or subleased, such that except as otherwise expressly provided to the contrary in Section 5.6 of the Negotiated Sale Agreement all subsequent assignees, grantees, transferees and sublessees also accept and assume the same obligations to the non-assigning Party to the extent of the interest assigned, conveyed, transferred or subleased, without


the assigning Party or any subsequent assignees, grantees, transferees or sublessees being released of any of its or their obligations to the non-assigning Party. The obligations of assignee, grantee, transferee and sublessee shall include, but not be limited to, those involving decommissioning and abandonment obligations, environmental obligations, covenants, terms, conditions, indemnities, liabilities and other assumed risks as set forth in the Negotiated Sale Agreement.

9. ENTIRE AGREEMENT

This Assignment along with the Negotiated Sale Agreement, the other agreements contemplated by the Negotiated Sale Agreement, any BSEE approval of Assignee's reuse of the Assets, and any BOEM approval of the transfer of title of the Assets from the Relinquished Lease to the AELP Lease constitute the entire understanding between Assignor and Assignee with regard to the subject matter hereof, superseding all prior statements, representations, discussions, agreements and understandings.

10. CONFLICTS

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

11. GOVERNING LAW

This Assignment is govemed by and interpreted under the laws of the State of Louisiana, without regard to its choice of law rules, to the extent that such laws are otherwise applicable and do not conflict with the terms ofthe Outer Continental Shelf Lands Act, 43 U.S.C. §§1331 etseq.

12. NOTICES

Other than as specifically set forth herein, all notices and communications required or permitted under this Assignment must be in writing and addressed to the Parties at their respective addresses set forth on the signature pages hereto. Any communication or delivery shall be deemed to have been duly delivered upon the earliest of (1) actual receipt by the Party to be notified, (2) if sent by U.S. certified mail, postage prepaid, return receipt requested then the date shown as received on the return notice, (3) if by facsimile transmission, then upon confirmation by the recipient of receipt, or (4) if by Federal Express overnight delivery with direct signature required at the recipient's address (or other reputable overnight delivery service), the date shown on Federal Express' Signature Proof of Delivery (or similar proof of delivery utilized by the other reputable overnight delivery service that was used). Each Party may change its contact information by giving notice to the other Party.


13. COUNTERPARTS

This Assignment may be executed in any number of identical counterparts, each of which for all purposes is considered an original, and all of which constitute collectively, one instrument. It is not necessary that each Party execute the same counterpart so long as identical counterparts are executed by each Party.

14. RECORDING

Fully executed counterparts of this Assignment shall be filed for record by Assignee both in the Conveyance Records of each Louisiana Parish that is adjacent to West Delta Block 117 in the Outer Continental Shelf and in the BOEM's non-required fdes pertaining to West Delta Block 117. Assignee shall directly bear all cost and fees associated with filing and recording this Assignment and any other instrument required to convey title of the Assets to Assignee in the appropriate government records. Assignee, at its cost, shall supply the Assignor with a true and accurate photocopy of the recorded and filed Assignment within a reasonable period of time after such documents are available.

[Signature Page Follows]

14 Assignment Bill of Sale WDI17G Execution Version

IN WITNESS WHEREOF, this Assignment is executed by the parties hereto before the undersigned competent witnesses, as of the dates acknowledged below, but effective the 30th day of October, 2018.

Witnesses:

Printed Name: fce/j^

Printed Name: S^rtT Qe^lCST/lj

Witnesses:

Printed Name: fafeffi^ / ^y*

Printed Name: ^cdTT1^ e^ofjj^STU^

ASSIGNOR: Chevron U.S.A. Inc.

Signature:

Name: J. K. Phipps Title: Assistant Secretary

Assignor's Address: 100 Northpark Boulevard Covington, Louisiana 70433

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

Its Sole General Partner

Signature^ 5Pb

Name: Christopher A. Capsimalis Title: Business Development Manager

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

Assignment Bill of" Sale WDI17G Execution Version

15

STATE OF TEXAS

COUNTY OF HARRIS

On this 30th day of October, 2018, before me and the two named competent witnesses appeared J. K. Phipps, to me, Notary, personally known, who being by me duly sworn did say that he is the Assistant Secretary of Chevron U.S.A. Inc., a Pennsylvania corporation and that said instrument was signed on behalf of said corporation, by authority of its Board of Directors, and said appearer acknowledged that he executed the same as the free act and deed of said corporation.

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

S xSxTfcx CHARLES F HOLMES S fc/$3£& 11160161 « S ItftV SSTJ i ) NOTARY PUBLIC. STATE OF TEXAS Q S W v L > W MY COMMISSION EXPIRES Q

X N^OF^ / APRIL 6, 2022 *

Charles F. Holmes, Notary ID# 11180161 Notary Public in and for the State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

On this 30lh day of October, 2018, before me and the two named competent witnesses appeared Christopher A. Capsimalis, to me, Notary, personally known, who being by me duly swom did say that he is the Business Development Manager of Arena Energy GP, LLC, a Delaware limited liability company and the sole general partner of Arena Energy, LP, a Delaware limited partnership, and that said instrument was signed in behalf of said limited liability company, by authority of its governing authorization, and said appearer acknowledged that he executed the same as the free act and deed of said limited liability company.

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

1 CHARLES F HOLMES 11180161 0

) NOTARY PUBLIC. STATE OF TEXAS 0 •1 v r v ^ ' - v y MY COMMISSION EXPIRES Q

S \ £ o f 3 / APRIL 6, 2022 8

Charles F. Holmes, Notary ID# 11180161 Notary Public in and for the State of Texas


16

Facilities:

EXHIBIT A- LIST OF ASSETS

Platforms

Area Code

Block Number

Structure Name

Authority Type Code

Authority Number

Complex ID

Number

Structure Number

Structure Type Code

Decks Water Depth

WD 117 G LSE G01101 22296 1 FIXED 2 211

Pipelines

Segment Number

Authority Type/

Number

Originating Area/ Block/ Lease

Originating Facility Name

Destination Area/ Block / Lease

Destination Facility Name

Pipeline Status

Size (Inches)

Prod Code

15473 ROW/

G13435 WD 117/ G01101

Flange w/ 15474

WD 41 Platform AUX

PABN 10 3/4 G/O

15474 LSE/ G01101

WD 117/ G01101

Platform G WD 117, G01101

Flange 15473

PABN 10 G/O

15475 LSE/

G01101 WD 117, G01101


Platform H PABN 06 LIFT

15476 LSE/

G01101 WD 117, G01101

Platform H WD 117, G01101

Platform G PABN 06 BLK

O

15477 LSE/

G01101 WD 117, G01101

Platform H WD 117, G01101

Platform G PABN 06 BLK

G

15478 LSE/

G01101 WD 117, G01101


24inch SSTI

PABN 06 GAS

Wells:

Well API Number Well Name

Lease Area, Block

Well Status Water Depth Spud Date

177204007500 G004 OCS-G 1101 WD 117 TA 202 3/11/1980 177204007901 G006 OCS-G 1101 WD 117 TA 210 6/27/1980 177204008000 G008 OCS-G 1101 WD 117 TA 210 8/18/1980 177204008700 G009 OCS-G 1101 WD 117 TA 211 11/9/1981 177204008900 G012 OCS-G 1101 WD 117 TA 211 5/8/1981 177204009100 0013 OCS-G 1101 WD 117 TA 211 7/11/1981 177204009200 GO 14 OCS-G 1101 WD 117 TA 211 8/17/1981 177204009300 G015 OCS-G 1101 WD 117 TA 211 12/5/1981 177204009600 G018 OCS-G 1101 WD 117 TA 210 7/19/1982 177204013502 G023 OCS-G 1101 WD 117 TA 212 7/21/1993 177204008201 G007 OCS-G 9690 WD 118 TA 103 4/25/2000 177204013300 G020 OCS-G 9690 WD 118 TA 212 4/9/1993 177204013600 G021 OCS-G 9690 WD 118 TA 212 6/16/1993

Assignment Bill of Sale WDII7G Execution Version

END OF EXHIBIT A - LIST OF ASSETS

17

EXHIBIT B - EXCLUDED ASSETS

Facilities:

Platforms

Area Code

Block Number

Structure Name

Authority Type Code

Authority Number

Complex ID

Number

Structure Number

Structure Type Code

Decks Water Depth

WD 117 C LSE G01101 20225 1 FIXED 2 214 WD 117 E LSE G01101 20224 1 FIXED •2 208 WD 117 F LSE G01101 21802 1 FIXED 2 200

END OF EXHIBIT B - EXCLUDED ASSETS
