FIELDWOOD ENERGY

July 19,2017

a ?r\l

JUL 2 0 2017

ADJUDICATION SECTION

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

Attn: Adjudication Unit

Re: Non-Required Filings Assignment and Bill of Sale

Gentlemen:

Enclosed for filing in the BOEM Non-Required Filings, Category 7 - "Contracts, Agreements and Conveyances^are two copies of an Assignment and Bill of Sale ("Assignment") between Lamar Hunt Trust Estate as Assignor and Fieldwood Energy LLC as Assignee dated effective January 1, 2017 which pertains to the lease listed below.

1. OCS-G 2310 - South Marsh Island Area, Block 268

Please record one copy of the Assignment in the files maintained for the above captioned lease and retum the other copy BOEM date-stamped to the undersigned for completion of our files.

Also enclosed is a Pay.gov receipt in the amount $29.00 for filing fees.

We thank you for your assistance in this matter and please do not hesitate to contact me at 713/969-1245 or paula.vera@fwellc.com if you have any questions regarding this submittal.

Sincerely,

Fieldwoo 1 Energy LLC

Paula Vera

Senior Land Technician

Enclosures

Fieldwood Energy LLC • 2000 W. Sam Houston Pkwy S, Suite 1200 • Houston, Texas 77042 (713)969-1000 main •(713)969 1099 fax

Iberia Parish Certified Copy

Michael Thibodeaux Iberia Parish Clerk of Court

P. O. Drawer 12010 New Iberia, LA 70562-2010

(337)365-7282

Received From : FIELDWOOD ENERGY LLC

First VENDOR LAMAR HUNT TRUST ESTATE

First VENDEE FIELDWOOD ENERGY LLC

Index Type : CONVEYANCES

Type of Document: ASSIGNMENT

Recording Pages : 10

File Number: 2017-00006701

Book : 1629 Page: 471

Recorded Information

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

On (Recorded Date): 07/12/2017

At (Recorded Time) : 12:22:46PM

DocID-009351810010

IBERIA PARISH CLERK OF COURT MICHAEL THIBODEAUX

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

document that was filed for registry and Recorded 07/12/2{ pcorded in Book 1

File Numhar

17 at 12:22;46 529 Page 471 c00006701

Return To :

Do not Detach this Recording Page from Original Document

ASSIGNMENT AND BILL OF SALE JUL I fl 2017

ADJUDICATION SECTION THIS ASSIGNMENT AND BILL OF SALE (this "Assignment") is made and entered into

effective as of January 1, 2017 (the "Effective Date"), by and between the Lamar Hunt Trust

Estate, a Texas Trust with an address of 5956 Sherry Lane, Suite 1500, Dallas, Texas 75225

("Assignor") and Fieldwood Energy LLC, a Delaware limited liability company with an address of

2000 W. Sam Houston Pkwy South, Suite 1200 Houston, Texas 77042 ("Assignee"). Assignor

and Assignee may be referred to herein individually as a "Party" and together as the "Parties".

WHEREAS, Assignor is the owner of record tit le interest in and to South Marsh Island

Area, Block 268, OCS-G 2310 ("Lease"), the equipment, facilities and wells located thereon, as

described on Exhibit "A" attached hereto and made a part thereof, and the agreements related

thereto (collectively, the "Assets"); and

WHEREAS, Assignor desires to withdraw from the Lease and that certain Operating Agreement, dated May 1, 1991, originally made between Torch Operating Company, as Operator, Texaco Exploration and Production Inc., Mobil Oil Exploration & Producing Southeast Inc., Hunt Oil Company, The George R. Brown Partnership, Torch Energy Advisors Incorporated, Express Acquisition Company, Hamilton Brothers Oil Company, Hunt Industries, Ltd., Hunt Petroleum Corporation, Lamar Hunt Trust Estate and Nelson Bunker Hunt Trust Estate, as Non-Operators (the "OA"). This Assignment is executed and delivered pursuant to and in accordance with Article 15.1, Withdrawal of Parties, o f t he OA, and pursuant to the Agreement (as defined below).

NOW THEREFORE, for and in consideration of TEN AND 00/100 DOLLARS ($10.00) and

other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged. Assignor does hereby sell, assign, transfer, convey and deliver unto Assignee, all

of Assignor's right, t i t le and interest in and to the Assets pursuant to the terms and conditions

of this Assignment.

It is the intent of Assignor to convey and this Assignment hereby conveys to Assignee,

subject to the terms and conditions herein contained, all of Assignor's right, t i t le and interest in

and to the Assets on and after the Effective Date, regardless of the omission or any errors in

description, any incorrect or misspelled names or any transcribed or incorrect recording

references contained in this Assignment and/or the exhibits hereto, including any reversionary

or non-consent interests Assignor may have or be entitled to in the Assets.

Assignor shall be entitled to all amounts realized from and accruing to the Assets prior

to the Effective Date and Assignee shall be entitled to any amounts realized from and accruing

to the Assets on and after the Effective Date. Assignor shall remain responsible for all amounts

due and owing with respect to the Assets incurred prior to the Effective Date, and Assignee

shall assume the responsibility for all amounts due and owing with respect to the Assets

incurred on and after the Effective Date.

This Assignment is made with warranty of title by, through and under Assignor (with full rights of subrogation) but not otherwise. This Assignment is expressly made subject to the terms and conditions of the Lease, the OA and that certain Withdrawal Agreement dated effective January 1, 2017, by and between Assignor and Assignee (the "Agreement"). In the event of a conflict between the terms and provisions of the Agreement and either of the Assignment or the Operating Agreement, the terms and provisions of the Agreement shall control.

The terms, covenants, and conditions hereof shall be binding upon, and shall inure to the benefit of Assignor and Assignee and their respective successors and assigns, and such terms, covenants and conditions shall be covenants running with the lands covered by said Leases.

Each Party will execute all other and additional instruments, notices, releases and other documents required by the Bureau of Ocean Energy Management ("BOEM"), and will do all such other acts and things as may be necessary to effectuate and perform all of the terms and conditions covered by this Assignment.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS ASSIGNMENT, ASSIGNOR SHALL RETAIN ALL LIABILITY, COSTS AND EXPENSES WITH REGARD TO THE ASSETS INCURRED PRIOR TO THE EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY ASSOCIATED WITH THE ASSETS NOT BEING IN COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS, INCLUDING THOSE OF THE BOEM AND THE BUREAU OF SAFETY AND ENVIRONMENTAL ENFORCEMENT ("APPLICABLE LAWS"), THE EXISTENCE OR PRESENCE OF ADVERSE PHYSICAL CONDITIONS, IMBALANCES WITH RESPECT TO THE ASSETS, FINES, PENALTIES, ROYALTY OBLIGATIONS, BURDENS, LIENS AND ANY OTHER COST, EXPENSE AND/OR LIABILITY INCURRED PRIOR TO THE EFFECTIVE DATE WITH RESPECT TO OR ARISING OUT OF THE ASSETS.

ASSIGNEE ASSUMES ALL LIABILITY, COSTS AND EXPENSES WITH REGARD TO THE ASSETS INCURRED AFTER THE EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY ASSOCIATED WITH THE ASSETS NOT BEING IN COMPLIANCE WITH APPLICABLE LAWS AND THE EXISTENCE OR PRESENCE OF ADVERSE PHYSICAL CONDITIONS, THE EXISTENCE OR PRESENCE OF ADVERSE PHYSICAL CONDITIONS, IMBALANCES WITH RESPECT TO THE ASSETS, FINES, PENALTIES, ROYALTY OBLIGATIONS, LIENS, BURDENS AND ANY OTHER COST, EXPENSE AND/OR LIABILITY INCURRED AFTER THE EFFECTIVE DATE WITH RESPECT TO OR ARISING OUT OF THE ASSETS. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS ASSIGNMENT, ASSIGNEE ACCEPTS RESPONSIBILITY AND LIABILITY FOR THE DECOMMISSIONING, REMOVAL AND/OR PLUGGING AND ABANDONMENT OBLIGATIONS ASSOCIATED WITH THE ASSETS AND SHALL CONDUCT SAME IN ACCORDANCE WITH ALL APPLICABLE, LAWS, RULES, REGULATIONS AND DIRECTIVES OF BOEM, THE BUREAU OF SAFETY AND ENVIRONMENTAL ENFORCEMENT, THE STATE OF LOUISIANA AND ANY OTHER

GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE ASSETS (COLLECTIVELY, THE

"ABANDONMENT OBLIGATIONS").

ASSIGNOR HEREBY EXPRESSLY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD

ASSIGNEE, ITS AFFILIATES, CO-VENTURERS, CO-LESSEES, PARTNERS AND THEIR RESPECTIVE

EMPLOYEES, AGENTS, CONTRACTORS AND INSURERS FREE AND HARMLESS FROM AND

AGAINST ANY AND ALL COSTS, EXPENSES, CLAIMS, DEMANDS, LITIGATION COSTS, ATTORNEYS

FEES, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER ARISING OUT OF THE ASSETS

WHICH ARE INCURRED PRIOR TO THE EFFECTIVE DATE, EXCLUDING, HOWEVER, THE

ABANDONMENT OBLIGATIONS.

ASSIGNEE HEREBY EXPRESSLY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD

ASSIGNOR, ITS AFFILIATES, CO-VENTURERS, CO-LESSEES, PARTNERS AND THEIR RESPECTIVE

EMPLOYEES, AGENTS, CONTRACTORS AND INSURERS FREE AND HARMLESS FROM AND

AGAINST ANY AND ALL COSTS, EXPENSES, CLAIMS, DEMANDS, LITIGATION COSTS, ATTORNEYS

FEES, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER ARISING OUT OF THE ASSETS

WHICH ARE INCURRED ON AND AFTER THE EFFECTIVE DATE AND ALSO WITH RESPECT TO THE

ABANDONMENT OBLIGATIONS.

ASSIGNEE HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE

PRACTICES CONSUMER PROTECTION ACT, ARTICLE 17.41 THROUGH 17.63, INCLUSIVE (OTHER

THAN SECTION 17.555, WHICH IS NOT WAIVED), OF THE TEXAS BUSINESS AND COMMERCE

CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTION, AND ALL OTHER

CONSUMER PROTECTION LAWS OF THE STATE OF TEXAS, OR OF ANY OTHER STATE THAT MAY

BE APPLICABLE TO THIS ASSIGNMENT, THAT MAY BE WAIVED BY ASSIGNEE. ASSIGNEE

REPRESENTS THAT IT HAS HAD AN ADEQUATE OPPORTUNITY TO REVIEW THE PRECEDING

WAIVER PROVISION, INCLUDING THE OPPORTUNITY TO SUBMIT THE SAME TO LEGAL COUNSEL

FOR REVIEW AND ADVICE AND AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN

SELECTION VOLUNTARILY CONSENTS TO THIS WAIVER, AND UNDERSTANDS THE RIGHTS BEING

WAIVED HEREIN.

ASSIGNEE HEREBY WAIVES THE PROVISIONS OF THE LOUISIANA UNFAIR TRADE

PRACTICES AND CONSUMER PROTECTION LAW (LA. R.S. 51:1402, ET SEQ.). ASSIGNEE

WARRANTS AND REPRESENTS THAT IT: (I) IS EXPERIENCED AND KNOWLEDGEABLE WITH

RESPECT TO THE OIL AND GAS INDUSTRY GENERALLY AND WITH TRANSACTIONS OF THIS TYPE

SPECIFICALLY; (II) POSSESSES AMPLE KNOWLEDGE, EXPERIENCE AND EXPERTISE TO EVALUATE

INDEPENDENTLY THE MERITS AND RISKS OF THE TRANSACTIONS HEREIN CONTEMPLATED; AND

(III) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION.

ASSIGNEE (1) WAIVES ALL RIGHTS IN REHIBITION PURSUANT TO LOUISIANA CIVIL CODE

ARTICLES 2520, ET SEQ.; (II) ACKNOWLEDGES THAT THIS EXPRESS WAIVER SHALL BE

CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS ASSIGNMENT AND THE

CONSIDERATION THEREOF; AND (III) ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT

TO THE ATTENTION OF ASSIGNEE, HAS BEEN EXPLAINED IN DETAIL AND THAT ASSIGNEE HAS

VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND WARRANTY AGAINST REHIDIBITORY VICES AND DEFECTS FOR THE ASSETS.

Assignee shall be entitled to the benefit of all bonds and escrow accounts held by or for the benefit of Assignor and/or its affiliates in existence specifically for the Assets as of the Effective Date.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF THIS ASSIGNMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTIONS, HOWEVER THE SAME MAY BE CAUSED.

THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN DISREGARDING ANY CONFLICT OF LAWS RULE WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED, HOWEVER, THAT NO LAW, THEORY, OR PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH OR REDUCE THE EFFECTIVENESS OF THE WAIVER OF DAMAGES PROVIDED IN THE PRECEDING PARAGRAPH, IT BEING THE EXPRESS INTENT, UNDERSTANDING AND AGREEMENT OF THE PARTIES THAT SUCH WAIVER IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER LEGAL FAULT OF A PARTY HERETO. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN HARRIS COUNTY, TEXAS WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF THIS ASSIGNMENT.

EACH PARTY HEREBY AGREES TO SUBMIT AND FILE ALL NECESSARY PERMITS, APPLICATIONS AND OTHER DOCUMENTATION AND/OR MATERIALS WITH THE BOEM AND/OR ANY OTHER STATE, COUNTY, OR FEDERAL AGENCY OR ANY COURT AS NECESSARY TO TRANSFER OWNERSHIP AND OPERATION OF THE ASSETS FROM ASSIGNOR TO ASSIGNEE. ASSIGNOR SHALL PROVIDE ALL COMMERCIALLY REASONABLE ASSISTANCE FOR ASSIGNEE TO OBTAIN ANY SUCH PERMITS, APPLICATIONS AND OTHER DOCUMENTATION AND/OR MATERIALS.

THIS ASSIGNMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS. EACH COUNTERPART SHALL BE DEEMED AN ORIGINAL INSTRUMENT AND SHALL BE BINDING ON THE PARTIES.

IN WITNESS WHEREOF, THIS ASSIGNMENT IS EXECUTED AS OF THE ££DAY OF JUNE, 2017 AND MADE EFFECTIVE AS OF THE EFFECTIVE DATE.

ASSIGNOR: ASSIGNEE:

LAMAR HUNT TRUST ESTATE

By:_ Name: Steven W. Caple Its: Trustee

w. Ld

By: Name: John A. Wagner Its: Member of Advisory Board

FIELDWOOD ENERGY LLC

By: JoiyTH. Smith Senior Vice President - Land & Business Development

WITNESSES AS TO ALL LAMAR HUNT TRUST ESTATE SIGNATURES:

Printed Name

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WITNESSES:

Prin in4d Name kS\) cA^ ^f^u,p^^

Pr/nted Name ? Jft

STATE OF TEXAS

COUNTY OF DALLAS

This instrument was acknowledged before me this 22 day of June, 2017 by Steven W. Caple, known to me to be the person whose name is subscribed to the foregoing instrument as Trustee of Lamar Hunt Trust Estate, a Texas trust, and on behalf of said entity.

Notary Public in and for the State of Texas Notary Name: l/^A/ / . /jjij/,amd> My Commission Expires on:

STATE OF TEXAS

COUNTY OF DALLAS

This instrument was acknowledged before me this u_ day of June, 2017 by John A. Wagner, known to me to be the person whose name is subscribed to the foregoing instrument as Member of Advisory Board of Lamar Hunt Trust Estate, a Texas trust, and on behalf of said entity.

/ r - ; o T A « , - , ^

Notary Public in and for the State of Texas Notary Name: \A<!K i L M J i t l i G W ^ My Commission Expires on: ^ / / ^

STATE OF TEXAS

COUNTY OF HARRIS §

This instrument was acknowledged before me on this I S day of June, 2017 by John H. Smith, as Senior Vice President - Land & Business Development of Fieldwood Energy LLC, a Delaware limited liability company, on behalf of said company.

PAULA RENE VERA ^ ,_V_. < y i Notary Pjblic, State o* Texas l iV l * r . - : £ | Corrm. Expires 05-09-2021 ' ' ' f i t f S ^ Notary ID 12331400

Notary Public in andfort^e S t ^ of Texas/ Notary Name: H A \ A U \ < L U X \ < P \ Q* ^ My Commission Expires on: fTS-Q^I -^CV^-f-

EXHIBIT "A"

ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSIGNMENT AND BILL OF SALE MADE EFFECTIVE JANUARY 1, 2017, BY AND BETWEEN THE LAMAR HUNT TRUST ESTATE AND

FIELDWOOD ENERGY LLC

THE LEASE

Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated January 1, 1973, bearing Serial Number OCS-G 2310 covering Block 268, South Marsh Island Area, North Addition, Official Leasing Map, Louisiana Map No. 3D.

0.43912% Record Title Interest in all of Block 268, South Marsh Island Area, North Addition.

THE WELLS

API No. SM 268 A-2 Well 177074007600

SM 268 A-7 Well 177074013600

SM 268 A-17 Well 177074016800

SM 268 D-l Well 177074020600

SM 268 D-3 Well 177074021600

SM 268 D-4 Well 177074022500

SM 268 D-6 Well 177074024700

SM 268 D-7 Well 177074025700

SM 268 D-12 Well 177074028700

SM 268 D-16 Well 177074029901

THE EQUIPMENT AND FACILITIES

Platforms:

SM 268 "A" Platform, ID No. 21739 SM 268 "A-PRD" Platform, ID No. 21739 SM 268 "D" Platform, ID No. 21880

Pipelines:

Right of Way No. OCS-G 02816, Segment 4008, being a 12" oil line originating at SM 268 "A-PRD" and terminating at SS 28 "A"

Segment 4116, being a 6-5/8" lift line originating at SM 268 "A" and terminating at SM 269 "B"

Right of Way No. OCS-G 29132, Segment 6513, being a 10-3/4" bulk oil line originating at SM 268 "D" and terminating at SM 268 "A-PRD"

Segment 13111, being a 6-5/8" supply line originating at SM 268 "A" and terminating at SM 269