Exhibit 10.3  


PARTICIPATION AGREEMENT

REDACTED Prospect


          This
Participation Agreement is made and entered into this 1st day of May, 2008, by
and between PetroQuest Energy, L.L.C. (“PetroQuest”), and CL&F Resources LP
(CL&F), collectively sometimes hereinafter sometimes referred to as “Lease
Owners” and Ridgewood Energy Corporation (“Ridgewood”) and Bayou Bend Offshore,
Ltd. (“Bayou Bend”), hereinafter sometimes referred to individually as
“Participant” or collectively as “Participants”, and the parties hereto also
being referred to individually as “Party” or collectively as the “Parties”.  


WITNESSETH:


          WHEREAS,
Lease Owners own leasehold rights in and to those certain Federal Oil and Gas
Leases more fully described on Exhibit “A” (the “Contract Area”), and Lease
Owners warrant, by through and under themselves, but not otherwise, that they
own sufficient working interests to be able to deliver to Participants an
assignment of the After Casing Point interest as set forth in Article 3.1 below
and a corresponding net revenue interest proportionate to the interest to be
earned by Participants in the production from the wells to be drilled pursuant
to this Agreement on the Federal Oil and Gas Leases more fully described on
Exhibit “A”, and 


          WHEREAS,
Participants desire to join Lease Owners in the development of certain
prospects in and under the Contract Area, 


          NOW,
THEREFORE, for and in consideration of One Hundred Dollars ($100.00) in hand
paid, and other good and valuable consideration, the Parties agree as follows: 


ARTICLE I


1.1     Lease
Owners own a one hundred percent (100%) Interest in the Contract Area. Lease
Owners represent that the leases covering REDACTED and REDACTED are currently
in full force and effect. Lease Owners further represent that they have the
right and authority to grant assignments within the Contract Area, as
contemplated herein, to the Participants equal to their After Casing Point
Percentages in the Initial Test Well as set out in Article 3.1. Lease Owners
agree that no relinquishment of any portion of the lease covering REDACTED and
REDACTED within the Contract Area will be made without the approval of the
Parties hereto while this Agreement is in effect. 


ARTICLE II


2.1     Pursuant
to the terms and conditions herein, Lease Owners and Participants commit to
participate in the drilling of the REDACTED (Initial Test Well) within the
Contract Area which shall be commenced on or before June 30, 2008, subject only
to rig availability and receipt of all required regulatory permits and/or
applications. Such Test 






Well shall be
drilled in accordance with the provisions of the Agreement. PetroQuest shall be
designated as Operator of the Initial Test Well. All provisions governing
operations in connection with the Initial Test Well shall also apply to any
Additional Wells, if drilled hereunder. 


          Notwithstanding
anything herein to the contrary, PetroQuest shall be designated as Operator for
any and all operations conducted pursuant to this Agreement on the Contract
Area. 


2.2.1  Initial Test Well 


          Lease
Owners and Participants shall diligently prosecute the drilling of the Initial
Test Well on the Contract Area to the lesser of: (a) a depth of 16,375’
MD/16,200’TVD, or (b) a depth sufficient to test the stratigraphic equivalent
of the Big A-4 Sand, as seen between the depths of 15,600’ MD and 15,700’ MD on
the induction focused log in the REDACTED (the “Objective Depth”). The Initial
Test Well will be drilled from a surface location on REDACTED to the Objective
Depth with an approximate target location at the Objective Depth having
REDACTED Coordinates of X= REDACTED and Y= REDACTED. 


2.2     The
Initial Test Well on REDACTED will be drilled under a turnkey drilling contract
with Applied Drilling Technology Inc. (“ADTI”), to be entered into no later
than June 30, 2008. If a decision is made to complete any test well for
production, PetroQuest shall solicit a turnkey completion proposal from ADTI
for consideration by the participating Parties. However, nothing in this
Agreement shall purport to require the Parties to complete said well under such
turnkey completion proposal. The total cost and expense associated with
drilling the Initial Test Well (inclusive of the ADTI turnkey drilling
contract) is estimated to be $12,796,455 as reflected in the Drill & Log
Well Cost Estimates attached hereto as Exhibit “B”, which includes, but is not
limited to, the costs of permitting, drilling and logging the Initial Test Well
to the Objective Depth, and the Insurance coverage as shown in Exhibit “B” to
the attached Joint Operating Agreement (collectively referred to as the
“REDACTED Before Casing Point Costs”). The estimated cost to overdrive a
caisson and complete the initial test well is $5,737,000. The estimated
facilities and hook-up costs are $6,000,000, which includes, but is not limited
to, the costs of the installation of a two well braced caisson structure with
heliport and the installation of a 6” pipeline to the REDACETD “A” Platform for
the tie-in to REDACTED for processing and transportation to sales (“Initial
Test Well Facilities Cost Estimate”). The costs will be reflected in the
Initial Test Well Completion Cost Estimate and Initial Test Well Facilities
Cost Estimate and are collectively referred to as the “REDACTED After Casing
Point Costs”. All turnkey costs represented above shall be subject to
adjustment based on the differences in rig rates and maritime vessel day rates
used in the calculation of the locked-in price included in the turnkey contract
executed with ADTI. 


2







2.3.    This
Agreement is subject to PetroQuest entering into a turnkey drilling contract
with ADTI for the drilling of the initial test well. Notwithstanding anything
herein to the contrary, however, it is the intent of the parties to deal in
good faith, and accordingly, in no event shall PetroQuest be obligated to
drill, or cause to be drilled, a well under this Agreement in which it makes a
good faith determination that the turnkey bid submitted by ADTI is unreasonable
or uneconomical in PetroQuest’s and CL&F’s sole discretion. This
determination and the consequences thereof shall apply to any well drilled
pursuant to this Agreement.


2.4     Concurrent
with the execution of this Participation Agreement, Participants and Lease
Owners agree to execute the Offshore Operating Agreement attached hereto as
Exhibit “C” and dated even with this Agreement, which shall govern all
operations hereunder, to the extent not in conflict with the terms and
provisions of the Agreement. Said Offshore Operating Agreement shall designate
PetroQuest as Operator. 


2.5     Notwithstanding
anything to the contrary herein, this Participation Agreement between Lease
Owners and Participants is subject to that certain Offer Letter dated April 24,
2008, as amended by e-mail of April 28, 2008 and Letter Agreement dated April
29, 2008, by and between Lease Owners and Ridgewood. In the event of any
conflict between the terms and conditions of the Offer Letter, as amended, and
the Participation Agreement, the terms and conditions of the Offer Letter, as
amended, shall prevail. 


ARTICLE III


3.1     Participants’
participation in drilling of the Initial Test Well on the REDACTED Prospect
shall be on a promoted basis with each Participant paying its Before Casing
Point Percentage of all costs associated with the drilling of said well to
“Casing Point”, subject to the “Promote Cap” as provided for below. Subject to
each Participant’s election at Casing Point, the After Casing Point Costs shall
be shared and paid for on a “ground floor” basis in accordance with each
Participant’s After Casing Point Percentages. Pursuant to the foregoing and the
other provisions of this Agreement, Participants’ Before Casing Point
Percentages and After Casing Point Percentages for the Initial Test Well and
the Optional Test Well are set forth as follows:


3






REDACTED
Prospect (Initial Test Well)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
*Before Casing Point Percentage 

	
 

	
After Casing Point Percentage 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
PETROQUEST

	
 

	
 

	
16.66667

	
%

	
 

	
 

	
25.00

	
%


	
CL&F

	
 

	
 

	
16.66667

	
%

	
 

	
 

	
25.00

	
%


	
RIDGEWOOD

	
 

	
 

	
*53.33333

	
%

	
 

	
 

	
40.00

	
%


	
BAYOU BEND

	
 

	
 

	
*13.33333

	
%%

	
 

	
 

	
10.00

	
%


	
TOTAL

	
 

	
 

	
100.00000

	
%

	
 

	
 

	
100.00

	
%





* “Promote Cap” – Participants obligation to pay a disproportionate
share of the Initial Test Well’s drilling well costs provided for above, it’s
Before Casing Point Percentage, shall be limited to and capped at either: 1)
the drilling well costs incurred to reach Casing Point as defined below, or 2)
the drilling well costs incurred up to 110% of the formal AFE DHC estimate,
whichever occurs first. Thereafter, any and all subsequent costs associated
with but not limited to, drilling, completion, hookup, pipeline and/or
facilities, or plugging and abandonment, if applicable, shall be at
Participant’s After Casing Point Percentage.


3.2     Within
five (5) days after the receipt of an invoice from PetroQuest and commencement
of drilling operations for the Initial Test Well, the Participants shall pay to
PetroQuest for the benefit of Lease Owners a Prospect Fee as reimbursement for
general leasehold, seismic and prospect generation costs directly associated
with the REDACTED Prospect. Ridgewood (40%) shall pay the amount of
$1,111,542.40 and Bayou Bend (10%) shall pay the amount of $277,855.60 which
represents their respective shares of the gross costs of $2,778,856. Said
payments shall be made by electronic wire transfer for the account of
PetroQuest in accordance with wiring instructions to be provided by PetroQuest.


          Upon
receipt of a cash call from PetroQuest for the AFE’d Before Casing Point Costs,
Participants shall remit by electronic wire transfer no later than five (5)
days after receipt of PetroQuest’s cash call, the applicable amount for the
account of PetroQuest in accordance with wiring instructions to be provided by
PetroQuest. Late payments shall bear interest at the rate 2% per month or at
such lesser maximum legal interest rates allowed. In the event Participant’s
payments are not received within the times provided herein, PetroQuest shall
send written notice to Participant of its failure to pay and such notice shall
further contain notice that Participant has a 48 hour remedy period beyond the
five (5) day period within which to make the past due payment, and failure to
pay a delinquent cash call shall subject the defaulting Party, at PetroQuest’s
sole discretion, to (1) relinquishment of its rights to earn an interest in the
operation subject to such default, (2) relinquishment of its interest in
subsequent wells not yet earned hereunder, and (3) the automatic withdrawal
from this Agreement for such unearned wells. Interests previously earned by the
defaulting Party shall not be affected. In addition, Lease Owners shall be
entitled to recover monetary damages equal to the defaulting Party’s respective
share of any AFE approved by such Party, together with reasonable attorney’s
fees and court costs to recover same should the matter result in arbitration
and/or litigation. In no event,


4






however, shall the Parties ever be liable hereunder to each other for
punitive, consequential or speculative damages as a result of failure to pay a
cash call. 


          At such
time as a Party has proposed the completion of a test well, received the
response of the other Parties, and has entered into a turnkey completion
contract (if applicable) PetroQuest shall be entitled to cash call the
participating Parties in the completion attempt for their After Casing Point
Percentages of the After Casing Point Costs, following the same procedure as
outlined above for cash calling the Before Casing Point Costs, except that a
cash call for a completion operation shall be paid by electronic wire transfer
into the account of PetroQuest within forty eight (48) hours of receiving the
cash call notice, excluding weekends and holidays. 


          Any and all
other joint expenses incurred under the terms of the Agreement shall be
invoiced to the Participants by PetroQuest and they shall remit their
applicable share of such expenses within 30 days after receipt of same. 


3.3     For the
purposes of this Agreement, “Casing Point” is defined as the point at which the
test well has been drilled to the Objective Depth, all partner approved open
hole logging, coring and testing has been conducted, all drilling and
evaluation information has been provided to the participants and a proposal is
made by PetroQuest to either (i) attempt a completion, (ii) sidetrack the well
to another bottom hole location not deeper than the stratigraphic equivalent of
the Objective Depth, (iii) deepen the well or (iv) plug and abandon the well. 


3.4     At such
time as Casing Point or the Promote Cap has been reached, whichever occurs
first, then any further drilling necessary to reach Casing Point, or if having
reached Casing Point, any subsequent proposed operation is made to attempt a
completion or conduct another operation in the test well as described above,
the Parties shall each have the right to participate in such proposal (or other
written proposal) in accordance with each Party’s After Casing Point
Percentage, pursuant to the provisions of Section 10.6 of the Offshore
Operating Agreement. Those Parties not participating in a proposal having
priority as provided in Section 10.6 of the Offshore Operating Agreement shall
be deemed to have forever relinquished all of their rights and interest in the
subject test well. In the event less than all of the Parties participate in the
completion of the test well, the Parties participating therein shall mutually
agree as to the sharing of any nonparticipating Party’s interest in the test
well; provided however, the Lease Owners shall proportionately have first
priority to assume and acquire all or a portion of such non-participating
Party’s interest. Notwithstanding the foregoing, all Parties participating in
the completion of the test well shall share the costs of plugging and
abandoning the test well according to each Party’s After Casing Point
Percentage ownership in the completed well. No Party shall be required to take
any portion of a non-participating Party’s interest.


5








3.5     Upon the reimbursement by Participants
of the Prospect Fee identified in Article 5.2 hereof, the Lease Owners shall
deliver to the Participants, within ten (10) days of receipt of the Prospect
Fee, an assignment conveying an undivided interest in the Contract Area equal
to each the Participant’s After Casing Point Percentage. Said assignment shall
be in accordance with the form attached hereto as Exhibit “D”. Participants’
rights shall be limited to rights in the well and production therefrom, subject
to the encumbrances listed on Exhibit “A” hereto, as well as their
proportionate share of plugging and abandonment liability; however, should
Participant fail to pay its share of all dry hole costs incurred to reach the
Objective Depth in the Initial Test Well, it shall immediately re-assign all of
its interest in the Contract Area to the Lease Owners. 


          All
operations associated with any Additional Well(s) proposed hereunder shall be
governed in accordance with the attached Offshore Operating Agreement where not
in conflict with this Agreement. 


3.6     If, prior to reaching the Objective
Depth in any test well being drilled by ADTI under a turnkey drilling contract,
ADTI encounters conditions that prohibit it from reaching Objective Depth in the
turnkey drilling contract (including conditions which would cause the
conversion from the turnkey price to a day-rate price), then in such event the
Parties shall have the option of ceasing further operations and abandoning such
well and in such event the participating Parties shall have the option for 90
days following abandonment of said well to commence the drilling of a
substitute well, to be located and drilled in such a manner as to test the same
geologic prospect that the test well was designed to encounter (the “Substitute
Well”). In such event a Party participating in the abandoned well shall propose
same in writing to the other participating Parties and they shall each have the
option of participating in the drilling of such Substitute Well with such
participation being at their After Casing Point Percentages. In the event less
than all of the Parties participate in the Substitute Well, the Parties
participating therein shall mutually agree as to the sharing of any
non-participating Party’s interest in the Substitute Well. Any participating
Party that does not elect within 15 days after receipt of a proposal (or 48
hours if a drilling rig continues on location from the preceding attempt to
drill the test well) to participate in the Substitute Well, shall be deemed to
have relinquished all its rights in the Substitute Well. The Substitute Well
shall otherwise be treated for all purposes in this Agreement as though it were
the test well for which it is a substitute. 


          In the
event any well being drilled under this Agreement through a turnkey drilling
contract with ADTI encounters conditions that would cause the conversion from
the turnkey price to a day-rate price as provided in the turnkey drilling
contract and PetroQuest advises the participating Parties that it intends to
continue drilling the well under a day-rate price, then, in such event, each
participating Party shall have 48 hours after receipt of such notice to elect
whether or not to continue its participation in the well under the day-rate
price. Any Party electing not to continue its participation in the well 


6






shall remain liable for its share of all costs incurred and/or accrued
up to the time of its election to discontinue its participation. Failure of any
Party to timely make its election shall be deemed to be an election to continue
its participation in the well under the day-rate price. 


3.7     THE PARTICIPANTS AND PETROQUEST AND CL&F
SHALL SEVERALLY SHARE AND ASSUME THEIR RESPECTIVE PRORATA SHARES, ACCORDING TO
THEIR BEFORE OR AFTER CASING POINT PERCENTAGES, AS THE CASE MAY BE, OF ANY AND
ALL CLAIMS, LOSSES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION ALL COSTS,
DEMANDS, DAMAGES, SUITS, JUDGMENTS, FINES, PENALTIES, LIABILITIES, DEBTS,
ATTORNEYS’ FEES, AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER,
WHETHER KNOWN OR UNKNOWN, AND INCLUDING, WITHOUT LIMITATION, CLAIMS, LOSSES AND
EXPENSES FOR PROPERTY DAMAGE, BODILY INJURY, ILLNESS, DISEASE, DEATH, POLLUTION
OR LOSS OF SERVICES, WAGES, CONSORTIUM OR SOCIETY) DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATED TO PETROQUEST’S OR ITS SUBSIDIARIES’ OR AFFILIATES’
(THE “PETROQUEST GROUP”) OPERATIONS (INCLUDING OPERATIONS OR SERVICES CONDUCTED
BY ANY CONTRACTOR OR SUBCONTRACTOR ON BEHALF OF PETROQUEST) HEREUNDER,
EXPRESSLY INCLUDING ANY NEGLIGENCE, FAULT OR STRICT LIABILITY (OF WHATEVER
NATURE OR CHARACTER) OF THE PETROQUEST GROUP, BUT EXPRESSLY EXCLUDING THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PETROQUEST GROUP. NEITHER PARTICIPANT
NOR PETROQUEST OR CL&F SHALL BE BOUND JOINTLY, SEVERALLY OR IN SOLIDO WITH
EACH OTHER.


          Except as
otherwise provided, the foregoing provision shall survive the termination of
this Agreement or any assignment of interest from PetroQuest. 


ARTICLE IV


4.1     Except as otherwise expressly provided
herein, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the Parties hereto. 


4.2     The Agreement shall have separate and
individual application to each Party to the affect that the Participants,
PetroQuest and CL&F shall only be liable for its individual Before Casing
Point Percentage or After Casing Point Percentage, as the case may be and they
shall not as between themselves, by operation of the Agreement be deemed to be
individually and severally liable for the obligations and duties included
herein. 


4.3     Participants shall earn an interest
in, and be responsible and liable for, all wells, platforms, facilities,
pipelines or other equipment installed on the Contract Area after the effective
date of this agreement. but not for the REDACTED “A” Platform, test separator
and pipeline riser located on REDACTED, which were in place prior to the
effective date of this Agreement. Should the REDACTED “A” platform, test
separator and pipeline riser require any repair or upgrade in order to flow the
REDACTED production to REDACTED, each Participant will be responsible for its
proportionate share thereof. 


7









4.4     This
Agreement, including all Exhibits attached hereto, constitutes the full and
entire understanding and agreement between the Parties relating to the matters
herein, and except as otherwise provided herein, supersedes any previous
agreements or understandings, written or oral, in effect between the Parties
relating hereto. In the event of any conflict between the terms and conditions
of this Agreement and the Offshore Operating Agreement attached hereto as
Exhibit “C”, the terms and conditions of this Agreement shall prevail.


4.5     PetroQuest,
as Operator under the Agreement will obtain and continue in force during the
period of operations thereunder, for the benefit of itself and any Participant
so electing in writing within five (5) days after signing the Offshore
Operating Agreement policies of insurance as specified in Exhibit “B” to the
attached Offshore Operating Agreement. Should any Participant elect to provide
its own insurance coverage for some, but not all of the items identified in
Exhibit “B”, Paragraph 2 A-G to the Offshore Operating Agreement, it shall
notify Operator in writing within five (5) days after signing the Offshore
Operating Agreement and prior to commencement of well operations hereunder, and
the Participant shall provide an insurance certificate to PetroQuest to confirm
the equivalent coverages within fifteen (15) days after making its election.
Failure to provide an insurance certificate within the specified time frame
will cause PetroQuest to carry the insurance for the interest of Participant
and invoice Participant for its proportionate share of the cost of insurance. 


4.6     This
Agreement shall be governed by and construed in accordance with the laws of the
State of Louisiana.


4.7     This
Agreement is not intended to and shall not be construed to create any mining
partnership, commercial partnership, any other partnership or an association
for profit between or among the Parties.


4.8     All
notices, requests, demands, and other communications provided for or permitted
hereunder shall be in writing (including telex and telecopy communications) and
shall be sent by mail, telex, telecopier or hand delivered to the address
provided in Exhibit “A”. Said notices, requests, demands and communications
shall be effective upon delivery.


4.9     Unless
otherwise indicated, references to Article, Section or Subsection numbers
pertain to this Agreement, and references to Exhibits pertain to the Exhibits
attached hereto and incorporated herewith.


4.10   The
Parties agree that all geophysical, geological, engineering, technical, and
production tests or other data obtained from all wells drilled under the
Agreement shall be maintained as confidential information for a period of two
(2) years from the effective date


8






hereof, or
until such information is made public by an appropriate governmental authority,
or unless all Parties agree in writing to a lesser period of time.
Notwithstanding any provision of the Agreement to the contrary, any Party may
disclose without the consent of the other Parties any information (1) to an
outside party with which it is engaged in a bona fide negotiation to contract
for oil or gas sales or transportation agreements, (2) to a governmental agency
when required by such agency, (3) to reputable financial institutions or
similar entities in connection with a bona fide financial transaction, (4) to
accredited engineering firms for the purpose of evaluation on a confidential
basis, (5) to parent, subsidiary, affiliated companies, or its drilling fund
investors and (6) to reputable and financially responsible third parties with
whom a party is engaged in a bona fide effort to (i) sell all or a portion of
the subject property, (ii) effect a merger or consolidation or other transaction
in which such third party proposes to acquire all or a controlling share of the
stock in a party hereto or (iii) purchase all or substantially all of the
assets of a Party hereto or affiliates of Parties hereto; provided that any
third party permitted access to confidential data shall agree in writing not to
communicate such information to anyone and shall further agree to make no use
of such information adverse to the Parties hereto within the area covered by
such information during the period of time such information remains
confidential hereunder. 


4.11     PetroQuest
shall provide the participating Parties with daily drilling information and a
copy of all logs and other test information from the Test Well by sending such
information to the representatives of each participating Parties designated for
receipt of such information. 


4.12     All
obligations imposed on each Party, except for payment of money for liabilities
and costs either incurred or accrued, shall be suspended and all periods of
time for exercising any rights hereunder shall be extended while compliance is
prevented, in whole or in part, by Force Majeure. “Force Majeure” shall mean a
labor dispute; explosion; fire; storm; flood; war; civil disturbance; act of
God; laws; governmental rules, regulations, orders, action or delay; inability
to secure materials after reasonable efforts; or any other similar cause beyond
the reasonable control of the Party claiming relief hereunder; provided,
however, that such Party shall promptly take all reasonable action to remove
the Force Majeure, and provided further, that no Party shall be required
against its will to settle any labor dispute.


9







IN WITNESS
WHEREOF, THIS AGREEMENT IS MADE EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN.


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
 

	
PETROQUEST ENERGY, L.L.C.


	
 


	


	


	
 

	
 

	
 


	
Print Name:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	


	


	
 

	


	



	
Print Name:

	
 

	
 

	
By:

	
Bryan D.
 Martiny


	
 

	


	
 

	
Title: 

	
General
 Manager - Land


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
 

	
CL&F RESOURCES LP


	
 

	
 

	
 

	
By: Piquant,
 Inc., its General Partner


	
 

	
 

	
 

	
 


	


	


	
 

	
 

	
 


	
Print Name:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	


	


	
 

	


	



	
Print Name:

	
 

	
 

	
By:

	
C. O. Bolt


	
 

	


	
 

	
Title: 

	
President


	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
 

	
RIDGEWOOD ENERGY CORPORATION


	
 


	


	


	
 

	
 

	
 


	
Print Name:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	


	


	
 

	


	



	
Print Name:

	
 

	
 

	
By:

	
 


	
 

	


	
 

	
Title:

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
 

	
BAYOU BEND OFFSHORE, LTD.


	
 


	


	


	
 

	
 

	
 


	
Print Name:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	


	


	
 

	


	



	
Print Name:

	
 

	
 

	
By:

	
 


	
 

	


	
 

	
Title:

	
 





10







STATE OF
LOUISIANA


PARISH OF
LAFAYETTE


          BEFORE ME, on this ____day
of _____________, 2008 the undersigned Notary Public, on this day personally
appeared Bryan D. Martiny, who, being by me duly sworn, did say that he is the
General Manager - Land for PetroQuest Energy, L.L.C. and that said instrument
was signed in behalf of said limited liability company by authority of its
Board of Directors and said Bryan D. Martiny acknowledged said instrument to be
the free act and deed of said limited liability company.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	


	



	
 

	
 

	
 

	
 

	
Notary
 Public

	
 


	
 

	
 

	
 

	
 

	
My
 commission Expires

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
STATE OF 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
COUNTY OF

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 





BEFORE ME, on this ____day of _______, 2008, the undersigned Notary
Public, on this day personally appeared ________________, who being by me duly
sworn, did say that he is the __________________ of _____________________ and
that said instrument was signed in behalf of said corporation by authority of
its Board of Directors and said _____________________ acknowledged said instrument
to be the free act and deed of said corporation.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	


	



	
 

	
 

	
 

	
 

	
Notary
 Public

	
 


	
 

	
 

	
 

	
 

	
My
 Commission Expires

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
STATE OF

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
COUNTY OF

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	
 

	
 





BEFORE ME, on this ____day of _______, 2008, the undersigned Notary
Public, on this day personally appeared ________________, who being by me duly
sworn, did say that he is the __________________ of _____________________ and
that said instrument was signed in behalf of said corporation by authority of
its Board of Directors and said _____________________ acknowledged said
instrument to be the free act and deed of said corporation.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	


	



	
 

	
 

	
 

	
 

	
Notary
 Public

	
 


	
 

	
 

	
 

	
 

	
My
 Commission Expires

	
 


	
 

	
 

	
 

	
 

	
 

	






11






	
 

	
 

	
 

	
 

	
 

	
 


	
STATE OF

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
COUNTY OF

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	
 

	
 





BEFORE ME, on this ____day of _______, 2008, the undersigned Notary
Public, on this day personally appeared ________________, who being by me duly
sworn, did say that he is the __________________ of _____________________ and
that said instrument was signed in behalf of said corporation by authority of
its Board of Directors and said _____________________ acknowledged said
instrument to be the free act and deed of said corporation.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	


	



	
 

	
 

	
 

	
 

	
Notary
 Public

	
 


	
 

	
 

	
 

	
 

	
My
 Commission Expires

	
 


	
 

	
 

	
 

	
 

	
 

	






12







EXHIBIT “A”


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

dated May 1, 2008, by and between PetroQuest Energy, L.L.C., CL&F Resources
LP, 

Ridgewood Energy Corporation and Bayou Bend Offshore, Ltd., covering 

REDACTED Prospect


	
 

	
 


	
I.

	
CONTRACT AREA: Those certain Federal Oil
 and Gas Leases described as follows:


	
 

	
 


	
 

	
REDACTED


	
 

	
 


	
 

	
CONTRACT AREA ENCUMBRANCES:


	
 

	
 


	
 

	
REDACTED


	
 

	
 


	
II.

	
ADDRESSES OF THE PARTIES:


	
 

	
 


	
 

	
PETROQUEST ENERGY, L.LC.


	
 

	
400 E.
 Kaliste Saloom Road, Suite 6000


	
 

	
Lafayette,
 LA 70508


	
 

	
Attn: Peter
 Gulotta, Jr.


	
 

	
Phone: (337)
 232-7028


	
 

	
Fax: (337)
 234-4699


	
 

	
 


	
 

	
CL&F
 Resources LP


	
 

	
450 Gears
 Road, Suite 700


	
 

	
Houston,
 Texas 77067-4534


	
 

	
Attn: Tammy
 Willis


	
 

	
Phone:
 281-873-3021


	
 

	
Fax:
 281-872-4398


	
 

	
 


	
 

	
Ridgewood Energy
 Corporation


	
 

	
11700 Old
 Katy Road, Suite 280


	
 

	
Houston,
 Texas 77079


	
 

	
Attn: Mr. W.
 Greg Tabor


	
 

	
Phone:
 281-293-8449


	
 

	
Fax:
 281-293-7705


	
 

	
 


	
 

	
Bayou Bend
 Offshore, Ltd.


	
 

	
228 St.
 Charles Avenue, Suite 724


	
 

	
New Orleans,
 Louisiana 70130


	
 

	
Attn: Mr.
 William J. Dwyer


	
 

	
Phone:
 504-561-1151


	
 

	
Fax:
 504-561-1153












EXHIBIT “B”


WELL COST ESTIMATES






EXHIBIT “C”


JOINT OPERATING AGREEMENT






EXHIBIT “D”


Form of ASSIGNMENT