Exhibit
10.7


PARTICIPATION
AGREEMENT

LLOG GC 141 PROSPECT


This Participation Agreement (“Agreement”) is entered
into and made effective this 1st day of March, 2008 (“Effective Date”) by and
between LLOG
Exploration Offshore, Inc. (“LLOG”), whose mailing address is 11700
Old Katy Road, Suite 295, Houston, Texas 77079 and Ridgewood Energy Corporation, (“Ridgewood”),
whose mailing address is 11700 Old Katy Road, Suite 280, Houston, Texas 77079,
herein referred to collectively as “Parties” and individually as a “Party”.


WITNESSETH


WHEREAS, LLOG has acquired leasehold
interests to OCS Oil and Gas lease OCS-G 21785 covering Green Canyon Block 141,
acquired by LLOG from Westport Oil & Gas Corporation and Anadarko
Production Company (hereinafter referred to as the “Prospect”), and 


WHEREAS, pursuant to that certain Offer to
Participate dated February 11, 2008 and that certain conditional letter of
acceptance dated February 15, 2008 by and between LLOG and Ridgewood covering
the Prospect, Ridgewood has advised LLOG of its desire to participate in the
drilling of the initial exploratory well on the Prospect, and


WHEREAS, LLOG and Ridgewood desire to set
forth the terms and conditions under which Ridgewood shall participate in the
initial exploratory well and receive an assignment of an interest in the Leases
comprising the Prospect, all as more fully provided for herein, and


NOW, THEREFORE, for and in consideration of
the sum of Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
together with the mutual covenants, conditions, and obligations contained
herein, LLOG and Ridgewood do hereby enter into this Agreement under the
following terms and conditions:


ARTICLE
I

DEFINITIONS


1.1     AFE:
shall mean the Authorization for Expenditure for the initial exploratory well
on the Prospect, a copy of which is attached hereto as Exhibit “A-1”.


1.2     Contract
Area: shall mean all of Green Canyon Block 141 and the
South-half of the South-half (S/2 S/2) of Green Canyon Block 97.


1.3     Initial
Exploratory Well (“IEW”): shall mean the first well or its
substitute well(s), as provided for in Article III below, to be drilled within
the Contract Area to the Objective Depth.


1






1.4     Lease(s): shall
mean the Federal OCS Oil and Gas Leases described as OCS-G 21785, Green Canyon
Block 141.


1.5     Objective
Depth: shall
mean a true vertical depth of at least 14,900 feet true vertical depth (15,706’
measured depth), or to a depth sufficient to test the Lentic 1 section, as
defined hereinafter, whichever is deeper. For the purposes of this Agreement,
the Lentic 1 section shall be deemed drilled to a sufficient depth when the IEW
has been drilled to a depth sufficient to evaluate the seismic trough amplitude
event observed at 4.250 seconds on Inline 1777 and Crossline 2071 of the TGS
Diamond 3-D Seismic Survey. Such Lentic 1 section is also identified as the
stratigraphic equivalent of the Lentic 1 section found in the Conoco OCS_G 5093
#1 well located in Green Canyon Block 142 at the interval from 14190’ to 14830’
true vertical depth.


1.6     Operating
Agreement: shall mean the Green Canyon Block 141 Prospect
Operating Agreement attached hereto as Exhibit “B” to be executed among the
working interest owners effective as of March 1, 2008.


1.7     Well Plan:
shall mean the Well Plan for the IEW attached hereto as Exhibits “A-2”, “A-3”
and “A-4”.


1.8     Capitalized terms used throughout this
Agreement and not defined in Sections 1.1 through 1.7 above, shall have the
meanings ascribed to them elsewhere in this Agreement or in the Exhibits
attached hereto.


Article II

EXHIBITS


     The
following Exhibits are attached hereto and made a part of this Agreement: 


	
 

	
 

	
 


	
 

	
Exhibit
  “A-1”

	
Authority
  for Expenditure OCS-G 21785 #2 Well


	
 

	
 

	
 


	
 

	
Exhibit “A-2”

	
Well Schematic for OCS-G 21785 #2 Well


	
 

	
 

	
 


	
 

	
Exhibit “A-3”

	
Directional Survey for OCS-G 21785 #2 Well


	
 

	
 

	
 


	
 

	
Exhibit “A-4”

	
Pore Pressure, Fracture Pressure for OCS-G 21785 #2
  Well


	
 

	
 

	
 


	
 

	
Exhibit “B”

	
Operating Agreement


	
 

	
 

	
 


	
 

	
Exhibit “C”

	
Geologic and Data Information Requirements of
  Ridgewood


	
 

	
 

	
 


	
 

	
Exhibit “D”

	
Form of Assignment of Record Title Interest


	
 

	
 

	
 


	
 

	
Exhibit “E”

	
Existing Burdens on the Contract Area






2






Article III

IEW Participation


          3.1     Subject to rig availability, permitting
and any regulatory approvals by the MMS, on or before April 30, 2008, LLOG as
Operator shall commence the drilling of the IEW at a location that is 7726’ FWL
and 1364’ FSL of OCS-G 31694, Green Canyon Block 97 and drill the IEW to the
Objective Depth in accordance with the AFE and Well Plan. Ridgewood shall bear
and pay twenty-five percent (25%) of the costs and expenses of the IEW.
Ridgewood, having reviewed the Well Plan and AFE with all particulars (i.e.
casing program, mud system, logging/evaluation program, and TD criteria),
hereby acknowledges its agreement with the IEW well design, including but not
limited to, well location (surface and bottom-hole) and the projected
penetration point into the objective interval and does hereby approve such Well
Plan and AFE for the IEW and elects to participate therein for its 25% working
interest. 


          3.2     In the event in the drilling of the IEW
there should be encountered rock salt, heaving shale, excessive water flow,
excessive pressure, igneous or other impenetrable formation or conditions which
would render impracticable and preclude drilling the IEW to the Objective
Depth, then and in such event any party to the Operating Agreement described in
Article IV below may propose within one hundred and twenty (120) days
following rig release for such well the drilling of a substitute well
(“Substitute Well”) provided same is drilled to the same objective zone or
zones as the IEW. If a Substitute Well is proposed under the Operating
Agreement and Ridgewood is a participating Party, this Participation Agreement
shall remain in full force and effect as though the Substitute Well was the
IEW. If a Substitute Well is proposed under the Operating Agreement and
Ridgewood is not a participating Party, this Participation Agreement shall
terminate and the terms of the Operating Agreement shall apply and govern the
interests of the Parties.


Article IV

Operating Agreement and Area of Mutual Interest


          4.1     All operations on the Contract Area
shall be governed by the Operating Agreement attached hereto as Exhibit “B”. The
Parties to the Operating Agreement may, by agreement amongst them, amend the
Operating Agreement from time to time. The Parties agree that all provisions of
the Operating Agreement shall apply to all operations conducted after the
Effective Date within the Contract Area, except as otherwise provided in this
Agreement. Should any conflict or inconsistency exist between the Operating
Agreement and this Agreement as to the matters addressed herein, or in the
event this Agreement addresses matters not included in the Operating Agreement,
this Agreement shall prevail.


          4.2     LLOG
shall provide Ridgewood with any and all raw well data and information obtained
and/or results of analyses performed through the conduct of the drilling of any
wells by LLOG on the Contract Area in which Ridgewood is a participant, as
further provided for in Exhibit “C”, and any additional data and/or information
that Ridgewood may become entitled to pursuant to the terms of the Operating
Agreement. All data delivered to Ridgewood as provided in this Section 4.3
shall be delivered to Ridgewood pursuant to the Operating Agreement.



3






          4.3     LLOG and Ridgewood
hereby create an Area of Mutual Interest (“AMI”) covering the South-half of the
South-half (S/2 S/2) of Green Canyon Block 97. This AMI shall terminate three
(3) years after the Effective Date, unless earlier terminated by the terms
herein. If a Party acquires an interest or a right to acquire an interest in
Green Canyon Block 97 (the “Acquiring Party”), the interests of the Parties
shall be seventy five percent (75%) to LLOG if Ridgewood is the Acquiring Party
and twenty five percent (25%) to Ridgewood if LLOG is the Acquiring Party.
Under any circumstance, within fifteen (15) days after the date on which the
Acquiring party acquired the interest (or the right to acquire the interest),
it shall notify the non-Acquiring party in writing of such acquisition. The
notice shall describe the interest acquired and the actual costs, burdens
and/or obligations reserved or to be reserved to acquire such interest. Upon
receipt of such notice, the non-Acquiring party shall have thirty (30) days
after receipt of the notice to exercise its right to acquire its share of such
interest. Upon receipt of the non-Acquiring party’s share of the costs or upon
receipt of the non-Acquiring party’s written acceptance of the burdens or
obligations which must be incurred to earn the interest, the Acquiring party
shall assign the appropriate interest to the non-Acquiring party. 


Article V.

Reimbursement of Land Sunk Costs and Assignment of Leases


          5.1     Within five (5)
business days of Ridgewood’s execution of this Participation Agreement,
Ridgewood agrees to pay LLOG $248,075.00, which represents Ridgewood’s
proportionate share of the Lease bonuses, rentals and geological and
geophysical costs (“Land Sunk Costs”) incurred by LLOG prior to the Effective
Date for each Prospect. 


          5.2     Within five (5)
business days of the receipt by LLOG of Ridgewood’s payment as set forth in
Article 5.1 above, LLOG shall execute and deliver or cause to be executed and
delivered to Ridgewood an assignment of an undivided twenty-five percent (25%)
record title interest in Lease OCS-G 21785 covering Green Canyon Block 141.
Thereafter ownership of the Leases in the Contract Area shall be as follows:


	
 

	
 

	
 


	
 

	
LLOG

	
75%


	
 

	
Ridgewood Energy Corporation

	
25%





The form of assignments into Ridgewood shall be
similar to the form of Assignment attached hereto as Exhibit “D”. Ridgewood
shall bear its proportionate 25% share of the Lease royalty and its proportionate
25% share of the overriding royalty burdens on the Leases, such overriding
royalty interest burdens being more fully described on Exhibit “E” attached
hereto.


          5.3     Any
assignment(s) of record title interest delivered by the Parties pursuant to
this Agreement shall be delivered without warranty of title, whether express or
implied, except as to persons lawfully claiming by, through or under the
assignor, but not otherwise, and shall be free and clear of all burdens or
other encumbrances on the leasehold, except for the assignor’s share of the
lessor’s royalty, overriding royalty and those existing burdens as set forth in
Exhibit “E” attached hereto. Further, any such assignment(s) delivered by the
Parties pursuant to this Agreement shall be subject to the terms of this
Agreement, the MC 489 Agreement and the Operating Agreement.




4






          5.4     The
assignment(s) of record title interest executed pursuant to this Agreement
require approval by the MMS. The assignee under any assignment(s) of record
title interest executed pursuant to this Agreement shall promptly (i) file of
record any assignment of record title interest in the appropriate governmental
records and (ii) file for approval with the MMS (or other applicable
governmental agencies) all assignment documents for the assigned interest.
Should approval of the MMS (or any other similar governmental agency having
jurisdiction) be denied, the Party receiving notice of such denial agrees to
provide the other Party with written notice of such occurrence, along with a
copy of all associated written communications, and the Parties agree to develop
a revised form of assignment in an effort to meet the MMS’ or other appropriate
agency’s requirements for approval. In the alternative, each Party shall
execute and deliver, or cause to be executed and delivered, such other
documents and take such other actions as a Party may reasonably request in an
effort to comply with any such approval requirements. Ridgewood shall execute
the necessary “Designation of Operator” form (MMS Form 1123) designating LLOG
as the operator of the Leases and as designated applicant for oil spill
financial responsibility for the Leases, along with any other documents
required to allow LLOG to serve as operator of the Leases.


          5.5     Either Party’s rights
and obligations hereunder may be assigned to a willing and financially able
party subject to the terms and conditions of the Operating Agreement. This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective heirs, successors, representatives and assigns and shall
constitute a covenant running with the lease comprising the Contract Area.


ARTICLE VI

APPLICABLE LAW


          6.1     THIS AGREEMENT AND ALL OPERATIONS
CONDUCTED HEREUNDER BY THE PARTIES SHALL BE SUBJECT TO ALL VALID APPLICABLE
LAWS, RULES, REGULATIONS AND ORDERS, INCLUDING ALL FEDERAL LAWS, RULES,
REGULATIONS AND ORDERS (“FEDERAL LAW”). TO THE EXTENT REQUIRED BY FEDERAL LAW,
THE LAWS OF THE STATE ADJACENT TO THE CONTRACT AREA SHALL APPLY. THIS AGREEMENT
SHALL OTHERWISE BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF TEXAS, EXCLUSIVE OF ANY PROVISIONS THAT WOULD DIRECT THE
APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.





5






ARTICLE VII
NOTICES


          7.1     Any
notices, communications, or documents that either of the Parties desire to give
to the other Party or that may be required to be delivered to the other Party
pursuant to this Agreement shall be in writing and sent via telecopy, delivered
in person or sent certified mail, postage prepaid, return receipt requested,
addressed to the Parties at the following respective addresses stated for each:


	
 

	
 

	
 


	
 

	
LLOG Exploration Offshore, Inc. 


	
 

	
11700 Old Katy Road, Suite 295


	
 

	
Houston, Texas 77079


	
 

	
Attention:

	
Michael Altobelli


	
 

	
Telephone:

	
(281) 752-1105


	
 

	
Facsimile:

	
(281) 296-0219


	
 

	
 

	
 


	
 

	
Ridgewood Energy Corporation


	
 

	
11700 Old Katy Road, Suite 280


	
 

	
Houston, Texas 77079


	
 

	
Attention:

	
Randy Bennett


	
 

	
Telephone:

	
(281) 293-9384


	
 

	
Facsimile

	
(281) 203-7705





For purposes hereof, if facsimile or personal delivery
is not possible, refusal by any Party hereto to accept correspondence sent by
certified mail or two (2) unsuccessful attempts by the U.S. Postal Service to
serve any communication sent by certified mail shall be deemed receipt of such
correspondence. Any notice delivered on Saturday, Sunday, a legal holiday or
after 4:15 p.m. on any other day, in the office of the recipient, shall be
deemed to have been delivered on the business day next following the date of
actual receipt. Either Party may change its address for notices by written
notice to the other of them in accordance with this Section.


ARTICLE VIII
TERM


          8.1     The term of this
Agreement shall commence on the Effective Date, and shall terminate upon the
earlier of: (i) December 31, 2008 should the IEW not be commenced by such date,
or (ii) the date the IEW reaches the Objective Depth, or (iii) the expiration
of the Operating Agreement, or (iv) by the mutual agreement of the Parties,
whichever event occurs first. Upon termination of this Agreement any and all
future operations to be conducted on the Lease(s) for the joint benefit of the
Parties shall be conducted under the Operating Agreement.


ARTICLE
IX

RENTALS


          9.1     LLOG shall make all rental payments on
behalf of the Parties for the Contract Area during the term of this Agreement.
LLOG shall use reasonable care to make proper and timely payment of all rentals
accruing under the terms of the lease(s) in the Contract Area. Upon receipt by
Ridgewood of proper evidence of any such payments and LLOG’s invoice for
Ridgewood’s twenty-five percent (25%) interest share of such rental payments
accruing from and after the Effective Date, Ridgewood shall reimburse LLOG for
its twenty-five percent (25%) interest share of such rentals. In the event LLOG
fails to make proper payment of any rental accruing under the terms of the
Lease(s) where such payment is required to continue the Lease(s) in force, LLOG
shall not be liable to Ridgewood for any resulting damages or any loss which
results from such non-payment, unless such non-payment results from LLOG’s
gross negligence or willful misconduct. After the execution and delivery of the
assignments referenced in Article V, the applicable terms in the Operating
Agreement shall control as to the payment of rentals.


6






ARTICLE X

MISCELLANEOUS PROVISIONS


          10.1    This Agreement together
with the instruments referred to herein and the Exhibits attached hereto,
embody the entire agreement between the Parties with regard to the subject
matter hereof, and supersede all other prior agreements, arrangements,
understandings, negotiations and discussions, whether oral or written between
the Parties relating to the subject matter hereof and there are no warranties,
representations or other agreements between the Parties in connection with the
subject matter hereof except as specifically set forth in this Agreement or in
subsequent documents delivered pursuant thereto. This Agreement may be
supplemented, altered, amended, modified or revoked only in writing, signed by all
Parties hereto.


          10.2    Except for the
definition headings contained in Article 1, all of the captions, numbering
sequences and paragraph headings used in this Agreement are inserted for
convenience only and shall in no way define, limit or describe the scope or
intent of this Agreement or any part thereof, nor shall they have any legal
effect other than to aid in a reasonable interpretation of this Agreement.


          10.3    Each Party has had the benefit of independent representation with
respect to the subject matter of this Agreement. This Agreement, though drawn by one Party, shall be considered for all
purposes as prepared through the joint efforts of the Parties, and shall not be
construed against one Party or the other as a result of the preparation,
submittal or other events of negotiation, drafting or execution hereof.


          10.4    Each of the Exhibits attached to this Agreement are incorporated into
this Agreement by reference as fully as if the text of each Exhibit were set
forth within the body of this Agreement.


          10.5    In the event of any conflicts or inconsistencies between the provisions
of this Agreement and any other agreement, including any agreement referenced
herein to be executed by the Parties hereafter, the provisions of this
Agreement shall control to the extent of such conflict.


          10.6    The Parties agree that prior to making any public announcement or
statement with respect to the transactions or operations contemplated by this
Agreement, the Party desiring to make such public announcement shall obtain the
prior written approval of the other Party to the text of such announcement or
statement, which approval shall not be unreasonably withheld; provided,
however, that any Party shall have the right, for any reason, to deny approval
in the event the announcement or statement specifically names or otherwise
identifies said Party. Nothing contained in this Article 10.6 shall be
construed to require any Party to obtain approval to disclose information to
any State or Federal governmental authority or agency, to the extent required
by applicable law or by any applicable rules, regulations or orders of any
governmental authority or agency having jurisdiction, or as necessary to comply
with any disclosure requirements of applicable securities laws or any applicable
stock exchanges, or if otherwise permitted under the terms of the Operating
Agreement.


7






          10.7    This
Agreement may be executed by signing the original or a counterpart hereof. If
this Agreement is executed in multiple counterparts, each counterpart shall be
deemed an original and all of which when taken together shall constitute but
one and the same Agreement with the same effect as if all Parties had signed
the same instrument. This Agreement may also be ratified by separate instrument
referring to this Agreement and adopting by reference all the provisions of
this Agreement. A ratification shall have the same effect as an execution of
the original Agreement.


          10.8    This Agreement is
subject to the arbitration provisions of the Operating Agreement.


          10.9    If any provision of this Agreement is for any reason held to violate any
applicable law, governmental rule or regulation, or if the provision is held to
be unenforceable or unconscionable, then such provision shall be deemed null
and void; but the invalidity of that specific provision shall not be held to
invalidate the remaining provisions of this Agreement. All other provisions in
the entirety of this Agreement (including all Exhibits) shall remain in full
force and effect unless the removal of the invalid provision destroys the
legitimate purposes of this Agreement, in which event this Agreement shall be
canceled and terminated. In the event any provision of this Agreement is or
shall become unenforceable because of changes in applicable laws, or interpretations
thereof, or should this Agreement fail to include a provision that is required
as a matter of law, the validity of the other provisions of this Agreement
shall not be affected. If those circumstances should arise, the Parties shall
negotiate in good faith the required modifications to this Agreement to place
themselves in the same position (insofar as possible), as they would have been
in but for the change in applicable laws or interpretations thereof. If they
cannot agree, the matter shall be submitted to arbitration.


          10.10   This Agreement does not
benefit or create any rights in any person or entity not a party to this
Agreement. It is expressly agreed that the duties, obligations and liabilities
of the Parties are several and not joint, and nothing contained herein shall be
construed to create or impose a partnership duty, obligation or liability on
any of the Parties. Further, each Party represents that upon execution of this
Agreement it has secured all necessary management approvals or other corporate
approvals necessary to make this Agreement a fully binding contract.


          10.11   Waiver:
No waiver by either Party of any default by the other Party in the performance
of any provision, condition or requirement herein shall be deemed to be a
waiver of, or in any manner a release of the other Party from, performance of
any other provision, condition or requirement herein, nor deemed to be a waiver
of, or in any manner a release of the other Party from, future performance of
the same provision, condition or requirement; nor shall any delay or omission
of either Party to exercise any right hereunder in any manner impair the
exercise of any such right or any like right accruing to it thereafter.


8






          10.13   
Pre-Spud. LLOG will hold a pre-spud meeting for the benefit of the
participating party(s) on or before April 10, 2008.


EXECUTED as of the dates shown below, but effective
for all purposes as of the Effective Date.


	
 

	
 


	
LLOG
  Exploration Offshore, Inc.


	
 

	
 


	
By:

	
 


	
 

	



	
Name:

	
Michael Altobelli


	
Title:

	
Land Manager – GOM Deepwater


	
Date:

	
 


	
 

	









	
 

	
 


	
Ridgewood Energy Corporation


	
 

	
 


	
By

	
 


	
 

	



	
Name:

	
W. Greg Tabor


	
Title:

	
Executive Vice President


	
Date: 

	
 


	
 

	






9






Exhibit
“A-1”

Attached to and made a part of that certain Participation Agreement effective 

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and 

Ridgewood Energy Corporation.

AFE FOR OCS-G 21785 #2


10






Exhibit
“A-2”

Attached to and made a part of that certain Participation Agreement effective

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and

Ridgewood Energy Corporation.

WELL SCHEMATIC FOR OCS-G 21785 #2


11






Exhibit
“A-3”

Attached to and made a part of that certain Participation Agreement effective 

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and 

Ridgewood Energy Corporation.

DIRECTIONAL SURVEY FOR OCS-G 21785 #2 


12






Exhibit
“A-4”

Attached to and made a part of that certain Participation Agreement effective 

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and 

Ridgewood Energy Corporation.

PORE PRESSURE, FRACTURE PRESSURE FOR OCS-G 21785 #2



13







Exhibit “B”
Attached to and made a part of that
certain Participation Agreement effective

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and 

Ridgewood Energy Corporation.

OPERATING AGREEMENT


14




Exhibit
“C”

Attached to and made a part of that certain
Participation Agreement effective

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and

Ridgewood Energy Corporation.


GEOLOGIC AND DATA INFORMATION
REQUIREMENTS OF RIDGEWOOD


	
 

	
 


	
WELL:

	
OCS-G-21785 No. 2


	
LOCATION:

	
Green Canyon Block 141


	
OPERATOR:

	
LLOG Exploration Offshore, Inc.


	
ADDRESS:

	
11700 Old Katy Road, Suite 295

  Houston, Texas 77079





Ridgewood Energy Corporation (Ridgewood) requests the
following data:


	
 

	
 

	
 


	
 

	
DAILY REPORTS


	
 


	



	
 

	
BY FAX OR 

	
 


	
 

	
EMAIL:

	
Daily drilling reports by 8:00 AM to:


	
 

	
 

	
 


	
 

	
 

	
FAX: 281-


	
 

	
 

	
Mudlogs, LWD/MWD logs by 8:00 AM to ATTN: _____________ , FAX: 281-_______,
  (VOICE MAIL __________)


	
 

	
 

	
Cement Bond Logs by email
  to:


	
 

	
 

	
 


	
 

	
BY MAIL:

	
All preliminary (field) and final logs, reports and
  other data and correspondence to the above address to the attention of ___________ or as appropriate.








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
ENGINEERING AND REGULATORY DATA


	
 

	
 

	
 

	
COPIES


	
 

	
ITEM

	
 

	
FIELD

	
 

	
FINAL


	
 

	


	


	


	


	



	
 

	
Drilling Prognosis (complete drilling program)

	
 

	
 

	
 

	
2


	
 

	
Authority for Expenditure (AFE)

	
 

	
 

	
 

	
1


	
 

	
Location Plat and Elevation

	
 

	
 

	
 

	
1


	
 

	
Application for Permit to Drill, Approved Drilling
  Permit

	
 

	
 

	
 

	
1


	
 

	
Directional Wall Plot (if directional well)

	
 

	
2

	
 

	
N/A


	
 

	
Daily Drilling Report (Email or Fax Daily)

	
 

	
1

	
 

	
 


	
 

	
DST/Potential Test Reports, Reservoir Fluid Analyses

	
 

	
1

	
 

	
2


	
 

	
Directional Survey Report and Digital data (CD)

	
 

	
1

	
 

	
2


	
 

	
Completion/End of Well Reports

	
 

	
 

	
 

	
2


	
 

	
Other MMS/Government Reports and Correspondence

	
 

	
 

	
 

	
1








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
GEOLOGIC DATA


	
 

	
 

	
 

	
COPIES


	
 

	
ITEM

	
 

	
FIELD

	
 

	
FINAL


	
 

	


	


	


	


	



	
 

	
Geological Prognosis

	
 

	
 

	
 

	
1


	
 

	
Mudlogs, Pressure Logs & Show Rpts (Fax or
  Email Daily)

	
 

	
1

	
 

	
4


	
 

	
Mudlogs, Pressure Logs – Film

	
 

	
 

	
 

	
1


	
 

	
LWD Logs (Fax or Email Daily)

	
 

	
1

	
 

	
4


	
 

	
Wireline Logs (Email or Fax: 281-847-6006)

	
 

	
1

	
 

	
 


	
 

	
Open Hole Logs (LWD & Wireline) – Prints

	
 

	
2

	
 

	
4


	
 

	
Open Hole Logs (LWD & Wireline) – Film

	
 

	
 

	
 

	
1


	
 

	
Open Hole Logs (LWD & Wireline) – CD
  (LAS/DLIS/PDS/EMF)

	
 

	
 

	
 

	
2


	
 

	
Core/Sidewall Core Analyses - CD

	
 

	
1

	
 

	
2


	
 

	
Geochemical Analyses of cuttings, gas, liquid
  samples

	
 

	
1

	
 

	
2


	
 

	
Paleontological Analyses

	
 

	
1

	
 

	
2


	
 

	
Velocity Survey/VSP Data

	
 

	
1

	
 

	
2


	
 

	
Mudlogging Final Report (incl. LAS digital data)

	
 

	
 

	
 

	
2





15






	
 

	
 

	
 

	
 


	
 

	
WELL CUTTINGS SAMPLES


	
 

	
 


	
 

	
TYPE

	
 

	
SETS


	
 

	


	


	



	
 

	
Wet Samples

	
 

	
1


	
 

	
Washed and Dried Samples

	
 

	
None


	
 

	
Canned Geochemical Samples

	
 

	
None








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NOTIFICATION LIST


	
 


	
NAME/TITLE

	
 

	
OFFICE PHONE

	
 

	
Home Phone

	
 

	
EMAIL

	
 

	
CELL/PAGER


	


	


	


	


	


	


	


	


	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
_________ (Geologist)

	
 

	
281-_______

	
 

	
281-

	
 

	
 

	
 

	
 


	
__________ (Res. Eng.)

	
 

	
281-________

	
 

	
281-304-8495

	
 

	
 

	
 

	
 


	
___________ (Drlg. Eng.)

	
 

	
281-________

	
 

	
281-

	
 

	
 

	
 

	
 


	
__________ (Ops. Eng.)

	
 

	
281-________

	
 

	
281-356-6687

	
 

	
 

	
 

	
 





          Please
notify ___________ or one of the above contacts prior to any unscheduled coring
or logging.


          Ridgewood
requests the following on the subject well:


	
 

	
 

	
 


	
 

	
I.

	
General Requirements








	
 

	
 

	
 

	
 


	
 

	
 

	
A.

	
In accordance with the
  Operating Agreement, Ridgewood, at its own risk and expense, through its
  representative, shall have complete and immediate access at all times to the
  well or wells and the records and information collected in relation thereto.
  Ridgewood may observe the conduct of operations, if desired. In this regard,
  Operator will provide Ridgewood transportation on a space-available basis to
  and from said well or wells on regularly scheduled trips at the sole risk of
  Ridgewood.


	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
Ridgewood shall be notified in
  sufficient time to allow a representative to be present for all logging,
  testing, and coring operations and shall be notified when a show of oil or
  gas deemed worthy of evaluation is detected during operations. Such notice
  shall be given to one of the parties listed on the notification list.








	
 

	
 

	
 


	
 

	
II.

	
Drill Cuttings, Cores, and Fluid Samples 








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
A.

	
Ridgewood requests a set of wet
  samples. Please have samples shipped to: 


	
 

	
 

	
 

	
 

	
______________________.


	
 

	
 

	
 

	
 

	
______________________
  


	
 

	
 

	
 

	
 

	
Houston,
  Texas ______


	
 

	
 

	
 

	
 

	
Phone:
  __________ Fax: ___________ 


	
 

	
 

	
 

	
 

	
Email:
  





16






	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
If requested, and pending
  availability, the Operator shall provide Ridgewood with a sample of fluids
  recovered from wireline or conventional well tests. An accompanying
  transmittal letter for each sample should contain the well name, fluid type,
  test number, depth interval, date and time of collection, and any other
  pertinent data.


	
 

	
 

	
 

	
 


	
 

	
 

	
C.

	
Ridgewood shall be furnished a
  copy of all analyses performed by third-party vender(s) on cuttings, whole
  core or sidewall core samples, and fluid samples. Upon request, and pending
  availability, the Operator shall provide Ridgewood with a split of all whole
  core, rotary sidewall cores, and percussion sidewall cores for additional
  testing or analyses.








	
 

	
 

	
 


	
 

	
III.

	
Mudlogs, LWD/MWD Logs, Wireline Logs, Core Analyses, and
  Reports








	
 

	
 

	
 

	
 


	
 

	
 

	
A.

	
The 1” mud log, the 1” LWD/MWD
  log, and the mudlogger’s report should be faxed or emailed daily to Ridgewood
  as noted on page 1. On directional or deviated wells, both measured-depth
  (MD) and true-vertical-depth (TVD) logs are requested.


	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
Prior to any unscheduled
  wireline logging, Operator shall notify Ridgewood so that Ridgewood may elect
  to have a representative present on location. 


	
 

	
 

	
 

	
 


	
 

	
 

	
C.

	
A graphical format of the
  wireline logs should be provided to Ridgewood as soon as possible after each
  log run. Email distribution of raster image files, faxing (LogNet-style),
  INSITE-ANYWHERE and Petrolink have been used successfully on past wells.
  


	
 

	
 

	
 

	
 


	
 

	
 

	
D.

	
Ridgewood should be provided
  with a final composite of the merged LAS files on wireline/LWD/MWD log
  digital data as soon as possible at the end of the well or after the final
  logging run. In addition, the digital data should be available as soon as
  possible after each intermediate log run.


	
 

	
 

	
 

	
 


	
 

	
 

	
E.

	
Ridgewood’s log and report
  requirements are listed on page 1.








	
 

	
 

	
 


	
 

	
IV.

	
Cement Bond Logs 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
A.

	
Ridgewood requests a copy
  of any Cement Bond Log be mailed and emailed to the attention of:


	
 


	
 

	
 

	
 

	
 

	
 

	
Mr. ____________


	
 

	
 

	
 

	
 

	
 

	
Ridgewood Energy
  Corporation


	
 

	
 

	
 

	
 

	
 

	
11700 Old Katy Road,
  Suite 280


	
 

	
 

	
 

	
 

	
 

	
Houston, Texas 77079


	
 

	
 

	
 

	
 

	
Email address:

	
____________________





17






Exhibit
“D”

Attached to and made a part of that certain Participation
Agreement effective 

March 1, 2008 by and between LLOG Exploration Offshore, Inc. and 

Ridgewood Energy Corporation.


***Block #***]

OCS-G
_____ 


(FORM OF)


ASSIGNMENT OF RECORD TITLE INTEREST



	
 

	
 


	
UNITED
  STATES OF AMERICA

	
§


	
OUTER
  CONTINENTAL SHELF

	
§


	
OFFSHORE
  LOUISIANA

	
§





          For
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and in consideration of the covenants and agreements of Assignee
herein contained, and subject to the terms and conditions hereinafter set
forth, LLOG
Exploration Offshore, Inc., a Louisiana corporation, whose address
is 433 Metairie Road, Suite 600, Metairie, Louisiana 70005 (“Assignor”), hereby
sells, transfers, assigns, conveys and delivers unto and Ridgewood Energy Corporation.,
whose address is 11700 Old Katy Road, Suite 280, Suite 280, Houston, Texas
77079 (“Assignee”), effective as of                 
          
       ,
at 7:00 a.m., local time where the Lease is located the “Effective Time”),           
              percent of
eight-eighths (       % of 8/8ths) record title interest in and
to the following oil and gas lease (the “Assigned Interest” ):


	
 

	
 

	
 


	
 

	
Serial Number OCS-G ___________________: Oil and Gas
  Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated
  effective _________________, issued by the United States of America, as
  lessor, to _____________, as lessee, covering all of Block
  ____________, Mississippi Canyon, OCS Official Protraction Diagram, NG 15-2,
  containing approximately 5,760.00 acres, more or less (the “Lease”)

	
 


	
 

	
 

	
 


	
 

	

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

	
 





          This
Assignment of Record Title Interest is made free and clear of all burdens and
encumbrances on the Lease, except for the lessor’s royalty and those existing
burdens and encumbrances set forth in Exhibit “A” attached hereto in existence
as of the Effective Time and is delivered and accepted without any warranty of
title, express or implied, except as to persons lawfully claiming by, through
or under Assignor, but not otherwise, or other representations or warranties.
Assignee shall have the rights of full substitution and subrogation in and to
any and all rights and actions of warranty which the Assignor has or may have
against all preceding owners of the Assigned Interest. 


          Assignee
hereby accepts this Assignment of Record Title Interest subject thereto and
hereby assumes and agrees to fully discharge, comply with and perform its share
of all duties, liabilities, obligations, both express and implied, imposed on
the lessee of the Lease and to comply with all applicable state, federal and
local laws and the rules and regulations of all state and federal regulatory
and administrative bodies having jurisdiction over the Lease premises or
operations for and the production of oil and gas therefrom. 


          This
Assignment of Record Title Interest is subject to that certain Participation
Agreement dated effective March 1, 2008 by and between Assignor and Assignee
and that certain Operating Agreement dated effective July _, 2007 by and
between Assignor and Assignee.


18






          This
Assignment of Record Title Interest is subject to the approval of the Minerals
Management Service of the United States Department of the Interior and/or any
other governmental department or agency having jurisdiction, which approval(s)
Assignee shall earnestly seek to secure by promptly filing this Assignment of
Record Title Interest with the appropriate offices of same.


          The
provisions hereof shall bind and inure to the benefit of Assignee and Assignor
and their respective affiliates, heirs, devisees, legal representatives,
successors and assigns. 


          EXECUTED
this _______ day of _____ 2008, but effective as of the above-stated Effective
Time.


	
 

	
 

	
 


	
WITNESSES:

	
ASSIGNOR:


	
 

	
 

	
 


	
 

	
LLOG
  Exploration Offshore, Inc. 


	
 

	
 

	
 


	
 

	
By:

	
 


	


	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title: 

	
 


	


	
 

	



	
 

	
 

	
 


	
WITNESSESS:

	
ASSIGNEE:


	
 

	
 

	
 


	
 

	
Ridgewood
  Energy Corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	


	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title: 

	
 


	
 

	
 

	



	


	
 

	
 





19






	
 

	
 


	
STATE
  OF LOUISIANA

	
§


	
COUNTY
  OF __________

	
§





On this ___ day of _____ 2008, before me appeared
Kemberlia Ducote to me personally known, who, being by me duly sworn, did say
that she is the Secretary of LLOG Exploration Offshore, Inc., a Louisiana
corporation, and that the said instrument was signed on behalf of said
corporation by authority of its Board of Directors and appearer herein
acknowledged said instrument to be the free act and deed of said corporation.


          GIVEN
under my hand and seal of office the day and year last above written.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
NOTARY PUBLIC in and for the aforesaid


	
 

	
 

	
 

	
County and State

	
 


	


	
 


	
 

	
 

	
 

	
 

	
 


	
State Notarial No.

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
My Commission expires

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 








	
 

	
 


	
STATE
  OF TEXAS

	
§


	
COUNTY
  OF HARRIS

	
§





On this ___ day of _____ 2008, before me appeared
___________ to me personally known, who, being by me duly sworn, did say that
he is the ________ of Ridgewood Energy Corporation, a _____________
corporation, and that the said instrument was signed on behalf of said
corporation by authority of its Board of Directors and appearer herein acknowledged
said instrument to be the free act and deed of said corporation.


          GIVEN
under my hand and seal of office the day and year last above written.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
NOTARY PUBLIC in and for the aforesaid


	
 

	
 

	
 

	
County and State

	
 


	


	
 


	
 

	
 

	
 

	
 

	
 


	
State Notarial No.

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
My Commission expires

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 





20






Exhibit “E”

Attached
to and made a part of that certain Participation Agreement effective

March 1,
2008 by and between LLOG Exploration Offshore, Inc. and

Ridgewood
Energy Corporation.


EXISTING
BURDENS ON THE CONTRACT AREA


OCS-G 21785, Green Canyon Block
141


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
WI

	
 

	
 

	
NRI


	
 

	
 

	
 

	


	
 

	
 

	




	
LLOG EXPLORATION

	
 

	
 

	
1.00000000

	
 

	
 

	
0.79125000


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
MMS ROYALTY

	
 

	
 

	
 

	
 

	
 

	
0.12500000


	
WESTPORT GENERATORS

	
 

	
 

	
 

	
 

	
 

	
0.00200000


	
KERR-MCGEE ORRI

	
 

	
 

	
 

	
 

	
 

	
0.00112500


	
WESTPORT DATA VENDOR

	
 

	
 

	
 

	
 

	
 

	
 


	
BLUE STREAK EXPLORATION

	
 

	
 

	
 

	
 

	
 

	
0.02000000


	
 

	
 

	
 

	


	


	


	



	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1.00000000

	
 

	
 

	
1.00000000





21