Exhibit 10.1


PARTICIPATION AGREEMENT


[REDACTED]


This
Participation Agreement (“Agreement”) is entered into and made effective the
1st day of August, 2008 (“Effective Date”) by and among LLOG Exploration Offshore, Inc. (“LLOG”),
whose mailing address is 11700 Old Katy Road, Suite 295, Houston, Texas 77079, Mariner Energy, Inc. (“MEI”), whose
mailing
address is 2000 W. Sam Houston Parkway South, Suite 2000, Houston, Texas
77042-3622, Ridgewood Energy Corporation (“Ridgewood”),
whose mailing addresses of 11700 Katy Freeway, Suite 280, Houston, Texas 77079,
and Stone Energy Corporation

(“Stone”), whose mailing address is 625 East Kaliste Saloom Road, Lafayette,
Louisiana 70508, with LLOG, MEI, Ridgewood and Stone being herein referred to
collectively as “Parties” and individually as a “Party”.


WITNESSETH


WHEREAS, [REDACTED]
are the record title interest owners of OCS Oil and Gas lease bearing [REDACTED], acquired at OCS Lease Sale [REDACTED], having an effective date of March 1,
2008 (“[REDACTED”), such lease hereinafter referred to as the “Lease”; and 


WHEREAS, [REDACTED]
are the record title interest owners of OCS Oil and Gas Lease bearing
[REDACTED], acquired at OCS Lease Sale [REDACTED], having an effective date of
December 1, 2002 (“[REDACTED”), such lease hereinafter referred to as the
“[REDACTED Lease”; and


WHEREAS, pursuant to
that certain letter dated July 8, 2008 (the “Offer Letter”), from Ridgewood and
conditionally accepted by LLOG on July 11, 2008, LLOG and Ridgewood agreed to
certain of the terms and conditions under which Ridgewood may participate in
the Lease and [REDACTED] Lease, and the initial exploratory well to be drilled
into [REDACTED]; and


WHEREAS, MEI and
LLOG have agreed that the interest in [REDACTED] being acquired by Ridgewood
will be made up of a 5.0% interest from MEI and a 20.0% interest from LLOG; and


WHEREAS, Stone
desires to participate for an undivided 10% interest in the Lease and the
[REDACTED] Lease, as well as the IEW (as hereinafter defined), and for which
MEI and LLOG have agreed that the interest to be acquired by Stone in
[REDACTED] shall be made up of a 5.0% interest from MEI and a 5.0% interest
from LLOG.


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, MEI, Ridgewood and Stone agree to the
following terms and conditions:


	

   

  	
   

  	
   

  
	
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ARTICLE I

DEFINITIONS


Capitalized
terms used in this Agreement and not defined in Articles 1.1 through 1.11
below, shall have the meanings ascribed to them elsewhere in this Agreement or
in the Exhibits attached hereto.


1.1      AFE: shall
mean the combination of the Authorization for Expenditures for the IEW, a copy
of which are attached hereto as Exhibit “A-1” and Exhibit “A-2”.


1.2      Casing Point: shall
mean that point in time when the IEW or its Substitute Well(s) has been drilled
to Objective Depth and the partner approved open hole logs and tests have been
conducted as planned pursuant to the AFE and Well Plan, and a proposal for a
subsequent operation in the IEW has been tendered to all Parties in the IEW;.


1.3      Contract Area:
shall [REDACTED] Offshore Louisiana. 


1.4      Cumulative Cost Point:
shall mean the point in time at which the aggregate cumulative actual cost
incurred after the Effective Date with respect to the preparation for,
drilling, logging and testing, the IEW, and Substitute Well(s), if any, has
reached $41,010,503.00.


1.5      Initial Exploratory Well or IEW:
shall mean [REDACTED] Well to be drilled to the Objective Depth at the location
within the Contract Area specified in Article 3.1. 


1.6      Objective Depth:
shall mean 17,370 feet measured depth, 15,100 feet true vertical depth, or to a
depth sufficient to test the 12,800’ sands and the 14,800’ sands, whichever is
the shallower. 


1.7      Operating Agreement: shall
mean the [REDACTED] Operating Agreement a copy of which is attached hereto as
Exhibit “B” between MEI, as operator, and LLOG, as non-operator, dated
effective March 1, 2008, to be ratified by Ridgewood and Stone as a
non-operators effective as of the Effective Date.


1.8      Promote End Date:
shall mean either Casing Point or the Cumulative Cost Point, whichever occurs
first.


1.9      Well Plan:
shall mean the Well Plan for the IEW comprised of Exhibits “A-3”, “A-4” and
“A-5” attached hereto.


	
   

  	
   

  	

   

  
	
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Article II

EXHIBITS


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


	
   

  	
   

  	
   

  
	

   

  	
  Exhibit
  “A-1”

  	
  Authority
  for Expenditure (Drilling AFE)


  
	
   

  	
  Exhibit
  “A-2”


  	
  Authority
  for Expenditure (Tubular AFE) 

  
	
   


  	
  Exhibit
  “A-3”

  	
  Well
  Schematic for [REDACTED] #1 Well

  
	
   

  	
  Exhibit
  “A-4”

  	
  Directional
  Survey for [REDACTED] #1 Well

  
	
   

  	
  Exhibit
  “A-5”

  	
  Days v.
  Depth Chart for [REDACTED] #1 Well 

  
	
   

  	
  Exhibit “B”

  	

  Operating
  Agreement

  
	
   

  	

  Exhibit
  “C-1”

  	
  Geologic and
  Data Information Requirements of Ridgewood

  
	
   

  	
  Exhibit
  “C-2”

  	
 Geologic and
  Data Information Requirements of Stone


  
	
   

  	
  Exhibit
  “D-1”


  	
  Form of
  Assignment of Record Title Interest

  
	
   


  	
  Exhibit
  “D-2”

  	
  Form of
  Assignment of Operating Rights

  
	
   

  	
  Exhibit “E”

  	
  Overriding
  Royalty Interest Burdens 

  



Article III

IEW Participation


          3.1      On
or before December 31, 2008 (the “Obligation Date”), MEI as operator under the
Operating Agreement, shall (i) commence or cause to be commenced the drilling
of the IEW at a location that is [REDACTED] and (ii) subject to Article 3.2,
drill the IEW to the Objective Depth in accordance with the AFE and Well Plan.
Ridgewood and Stone, having reviewed the Well Plan and AFE with all particulars
(i.e. casing program, mud system, logging/evaluation program, and TD criteria),
hereby acknowledge their 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 do hereby approve such Well
Plan and AFE for the IEW. In the event operations aren’t commenced on or before
the Obligation Date, then Ridgewood and/or Stone may terminate its respective
participation in the IEW and this Agreement by notifying MEI and LLOG in
writing within ten (days) of the termination of the Obligation Date. In the
event Ridgewood or Stone elect to terminate its participation, such party will
re-assign its interest previously assigned and MEI and LLOG will promptly
reimburse the assigning party for all sums previously paid by such party
pursuant to Article 5.1. 


          Ridgewood
commits to participate with a 25.00% working interest in the IEW (and any
Substitute Well in which Ridgewood participates) and Contract Area and agrees
to bear and pay 33.3333% of the costs and expenses of the IEW (and any
Substitute Well in which Ridgewood participates) incurred prior to the Promote
End Date. Stone commits to participate with a 10.00% working interest in the
IEW (and any Substitute Well in which Stone participates) and Contract Area and
agrees to bear and pay 13.3333% of the costs and expenses of the IEW (and any
Substitute Well in which Stone participates) incurred prior to the Promote End
Date. MEI will pay 36.6667% and LLOG will pay 16.6667% of the costs and
expenses of the IEW (and any Substitute Well in which Ridgewood and Stone participate)
incurred prior to the Promote End Date.



	
   

  	
   


  	
   

  
	
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After the Promote End Date, and subject to election
rights under the Operating Agreement, Ridgewood’s cost bearing percentage (and
ownership percentage) shall be 25.00% of all subsequent costs incurred in the
IEW or any Substitute Well, and all subsequent operations on the Contract Area
as to which Ridgewood is a participating party under the Operating Agreement.
After the Promote End Date, and subject to election rights under the Operating
Agreement, Stone’s cost bearing percentage (and ownership percentage) shall be
10.00% of all subsequent costs incurred in the IEW or any Substitute Well, and
all subsequent operations on the Contract Area as to which Stone is a
participating party under the Operating Agreement. After the Promote End Date,
and subject to election rights under the Operating Agreement, MEI’s and LLOG’s
cost bearing percentages (and ownership percentages) shall be 40% and 25%,
respectively.


          3.2      In
the event in the drilling of the IEW (or any Substitute Well) 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 (or any Substitute Well) to the
Objective Depth, then and in such event any party to the Operating Agreement
described in Article IV below may propose within ninety (90) 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 the Promote End Date has not occurred, a Substitute Well
is proposed under the Operating Agreement and Ridgewood and / or Stone are participating
parties, this Participation Agreement shall remain in full force and effect as
though the Substitute Well was the IEW, as to the participating parties;
provided all costs with respect to the IEW and any Substitute Well will be
added together to calculate the Cumulative Cost Point for purposes of
determining when Ridgewood’s and Stone’s cost-bearing interests reduce as
provided in Article 3.1. If the Promote End Date has not occurred, and a.) the
IEW has not reached Objective Depth and b.) a Substitute Well is proposed,
approved, timely commenced under the Operating Agreement and Ridgewood and/or
Stone are not a participating party(ies), this Participation Agreement shall
terminate as to such non-participating party(ies), subject however to the provisions
of Article VIII, and such non-participating party(ies) shall reassign to MEI
and LLOG any interests previously assigned to such non-participating party(ies)
pursuant to Article 5.2. Notwithstanding the above, if the Promote End Date has
not occurred, and a.) the IEW has not reached Objective Depth and b.) a
Substitute Well is proposed, approved, timely commenced under the Operating
Agreement and Ridgewood and/or Stone are not a participating party(ies), such
non-participating party(ies) shall have the option to tender to Mariner and
LLOG a cash payment equal to such party’s proportionate share (for Ridgewood
33.3333% and for Stone 13.3333%) of the difference between cumulative costs
incurred in the IEW and $41,010,503.00, and such payment shall entitle such
non-participating party to retain operating rights from the surface to 100’

below the stratigraphic equivalent of the deepest producible interval
encountered in the IEW in which it was a participating party. The provisions of
this Article 3.2 shall apply to each successive Substitute Well, if any. 


	
   

  	
   

  	
   

  
	
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Article IV

Operating Agreement


          4.1      All
operations on the Contract Area shall be governed by the Operating Agreement
attached hereto as Exhibit “B,” and by its signing of this Agreement, each of
Ridgewood and Stone do hereby ratify and confirm the Operating Agreement
effective as of the Effective Date. 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      MEI
shall provide Ridgewood and Stone with any and all raw well data and
information obtained and/or results of analyses performed through the conduct
of the drilling and completion of any wells by MEI on the Contract Area in
which Ridgewood and Stone are participants, as further provided for in Exhibits
“C-1” and “C-2”, and any additional data and/or information which Ridgewood and
Stone may be entitled to receive pursuant to the terms of the Operating
Agreement. All data delivered to Ridgewood and Stone as provided in this
Article 4.2 shall be delivered to Ridgewood and Stone pursuant to the Operating
Agreement.


Article V

Reimbursement of Sunk Land Costs, Assignment of Leases and AMI


          5.1      Within
five (5) business days of Ridgewood’s execution of this Participation
Agreement, Ridgewood agrees to pay MEI $352,736.00 and LLOG $1,401,933.00,
which represents twenty percent (25%) of the Lease bonus, rental and geological
and geophysical costs incurred by MEI and LLOG prior to the Effective Date.
Within five (5) business days of Stone’s execution of this Participation
Agreement, Stone agrees to pay MEI $352,736.00 and LLOG $352,736.00, which
represents ten percent (10%) of the Lease bonus, rental and geological and
geophysical costs incurred by MEI and LLOG prior to the Effective Date. 




	
   

  	
   

  	
   

  
	
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          5.2      Within
ten (10) business days of the receipt by MEI and LLOG of Ridgewood’s and
Stone’s payment as set forth in Article 5.1 above, (i) MEI and 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
the Lease (consisting of a 5% interest from MEI and a 20% interest from LLOG)
and to Stone an assignment of an undivided ten percent (10%) record title
interest in the Lease (consisting of a 5% interest from MEI and a 5% interest
from LLOG), and (ii) LLOG shall execute and deliver to MEI, Ridgewood and Stone
(to each in the undivided interest set forth below) a term assignment of
operating rights in the [REDACTED] Lease [REDACTED] covering the [REDACTED],
limited to depths and zones 100’ below the base of LLOG’s current production in
[REDACTED], or 6,000’ SS TVD, whichever is the deeper. The term assignment of
operating rights in the [REDACTED] Lease shall contain a reassignment
obligation in favor of LLOG in the event a producible well is not drilled on
the [REDACTED] Lease prior to December 1, 2016. As a result of the assignments
delivered pursuant to this Agreement, the ownership of the Lease and [REDACTED]
Lease shall be as follows:


	
   

  	
   

  
	
  Lease Ownership

  	
   

  
	
  MEI

  	
  40%

  
	
  LLOG

  	
  25%

  
	
  Ridgewood

  	
  25%

  
	
  Stone

  	
  10%

  
	
   

  	
   

  
	
  [REDCTED] Lease Ownership

  	
   

  
	
  MEI

  	
  38.00%

  
	
  LLOG

  	
  23.75%

  
	
  Ridgewood

  	
  23.75%

  
	
  Stone

  	
    9.50%

  
	
  Andromeda

  	
    5.00%

  



          The
form of assignments shall be similar to the form of assignments attached hereto
as Exhibit “D-1” and “D-2”. Ridgewood and Stone shall each bear its
proportionate share of the Lessor’s royalty and its proportionate share of an
aggregate 2.0% of 6/6ths overriding royalty interest burdening each of the
Lease and the [REDACTED] Lease, with such Lessor’s royalty and overriding
royalty interest burdens being more fully reflected on Exhibit “E” attached
hereto. 


          5.3      Any
assignment(s) delivered by MEI and LLOG 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 MEI and LLOG, respectively, as
the case may be, but not otherwise, and shall be free and clear of all burdens
or other encumbrances on the leasehold, except for a proportionate share of the
lessor’s royalty and the overriding royalty interest burdens and those existing
or reserved burdens as expressly set forth herein on Exhibit “E”. Further, any
such assignment(s) delivered pursuant to this Agreement shall be subject to the
terms of this Agreement and the Operating Agreement.


          5.4      The
assignment(s) executed pursuant to this Agreement require approval by the
Minerals Management Service (“MMS”). The assignee under any assignment(s)
executed pursuant to this Agreement shall promptly (i) file of record any
assignment 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 and Stone shall each execute the necessary “Designation of Operator”
form (MMS Form 1123) designating MEI as the operator of the Lease and as
designated applicant for oil spill financial responsibility for the Lease,
along with any other documents required to allow MEI to serve as operator of
the Lease. MEI, Ridgewood and Stone shall each execute the necessary
“Designation of Operator” form (MMS Form 1123) designating LLOG as the operator
of the [REDACTED] Lease and as the designated applicant for oil spill financial
responsibility for the [REDACTED] Lease, along with any other documents
required to allow LLOG to serve as operator of the [REDACTED] Lease.


	
   

  	
   

  	
   


  
	
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          5.5      Any
Party’s rights and obligations hereunder may be assigned to a willing and
financially and otherwise able party subject to the terms and conditions hereof
and 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 permitted assigns and shall constitute a covenant running with each of the
leases comprising the Contract Area.


          5.6      Should
any Party, individually or jointly with others (the “Acquiring Party”), acquire
an interest in the [REDACTED] (the “AMI”), then the Acquiring Party shall,
within thirty (30) days following the execution of a definitive agreement, give
written notice thereof to the other Parties, which notice shall include a full
description of the particulars of the acquisition, including the nature, amount
and proportion of the interest involved, and the cost, terms and conditions
upon which it was acquired or is proposed to be acquired. The other Parties
shall then have the right and option, but not the obligation, for a period of
thirty (30) days from the receipt of such notice, to elect to acquire its
prorata share (based on ownership in the Lease) of such acquired interest by
giving written notice to the Acquiring Party of its election to participate in
the acquisition. Such prorata share shall be equal to each Party’s Lease
interest set forth in paragraph 5.2. above, multiplied by the interest acquired
by the Acquiring Party. During the 30-day notice period, the Acquiring Party
shall, upon request, furnish copies to the other Parties or make available for
inspection, at the other Parties’ expense, all leases, assignments, contracts,
and other documents pertaining to the acquired interest(s) involved that are in
the Acquiring Party’s possession or subject to its control. Promptly upon
receipt of the written notice from a Party indicating its election to
participate, the Acquiring Party shall execute and deliver an assignment
conveying to that Party, without express or implied warranty of title, the
appropriate undivided share of the Acquiring Party’s right, title and interest
in and to the acquired interest involved, subject to that Party paying or
reimbursing the Acquiring Party for such Party’s share of actual consideration
paid or agreed to be paid for such acquisition and agreeing to promptly
discharge such Party’s share of all obligations incurred as consideration for
such acquisition. A Party’s failure to make such election within the aforesaid
30-day period shall conclusively constitute a waiver by the Party of its right
to receive a share of the acquired interest.


          Any
acquired interest which becomes owned by all Parties pursuant to this AMI shall
be committed to the operating agreement to which the acquired interest is
subject to, or if none, then an operating agreement in the form of the
[REDACTED] Operating Agreement, naming MEI as Operator provided MEI is then the
Operator of the [REDACTED] and owns an interest in the [REDACTED]. This AMI and
the rights and obligations for each Party set forth herein shall expire on the
earlier of: a) one year from rig release from the IEW (or Substitute Well
therefor) if the IEW is completed as a dry hole or December 31, 2010, and,
notwithstanding any other provisions in this Agreement to the contrary, this
Article 5.6 shall not terminate until December 31, 2010 and shall survive any
prior termination of this Agreement.


	
   

  	
   

  	
   

  
	
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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”). SOLELY 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. 


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, via
electronic mail, delivered in person or sent certified mail, postage prepaid,
return receipt requested, addressed to the Parties at the following respective
addresses stated for each:


	
   

  	
   


  	
   

  
	
   

  	
  Mariner
  Energy, Inc.

  
	
   

  	
  2000 W. Sam
  Houston Parkway South, Suite 2000

  
	
   

  	
  Houston,
  Texas 77042-3622

  
	
   

  	
  Attention:

  	
  John Davis

  
	
   

  	
  Telephone:

  	
  (713)
  954-5525


  
	
   

  	
  Facsimile:


  	
  (713)
  954-5570

  
	
   


  	
  Email:

  	
  jdavis@mariner-energy.com 

  
	
   

  	
   

  	

   

  
	
   

  	
  LLOG
  Exploration Offshore, Inc. 


  
	
   

  	
  11700 Katy
  Freeway, Suite 295


  
	
   

  	
  Houston,
  Texas 77079


  
	
   

  	
  Attention:


  	
  Michael
  Altobelli

  
	
   


  	
  Telephone:

  	
  (281)
  752-1105

  
	
   

  	
  Facsimile:

  	

  (281)
  296-0219

  
	
   

  	

  Email:

  	
  mikea@llog.com 

  






	
   

  	
   

  	
   

  
	
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  Ridgewood
  Energy Corporation

  
	
   

  	

  11700 Katy
  Freeway, Suite 280

  
	
   

  	

  Houston,
  Texas 77079

  
	
   

  	

  Attention:

  	
  W. Greg
  Tabor

  
	

   

  	
  Telephone:

  	
  (281)
  293-8449

  
	
   

  	
  Facsimile:

  	
  (281)
  293-7705

  
	
   

  	
  Email:

  	
  gtabor@ridgewoodenergy.com 

  
	
   

  	
   

  	
   


  
	
   

  	
  Stone Energy
  Corporation


  
	
   

  	
  625 East
  Kaliste Saloom Road


  
	
   

  	
  Lafayette,
  Louisiana 70505


  
	
   

  	
  Attention:


  	
  Mike Deville

  
	
   


  	
  Telephone:

  	
  (337)
  521-2184

  
	
   

  	
  Facsimile:

  	

  (337)
  237-0996

  
	
   

  	

  Email:

  	
  devillemd@stoneenergy.com 

  



Except as
noted below, notice shall be effective when received (whether or not read). 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 Article.


ARTICLE VIII

TERM


          8.1      Other
than Article 5.6, which shall expire on December 31, 2010 as more fully set
forth therein, the term of this Agreement shall terminate upon the earlier of:
(i) ninety (90) days after the date or rig release from the IEW or, if there is
any Substitute Well(s), then ninety (90) days after the date of rig release
from the last Substitute Well (subject, however, to the provisions of Article
3.2 of this Agreement which may result in the earlier termination of this
Agreement in the event of a Substitute Well(s)), or (ii) by the mutual
agreement of the Parties, or (iii) the occurrence of the events set forth in
the last sentence of Article 3.2, whichever event occurs first. Upon
termination of this Agreement, any and all future operations to be conducted on
the Lease or on the [REDACTED] Lease for the joint benefit of the Parties shall
be conducted under the Operating Agreement. Termination of this Agreement shall
not relieve any Party from any obligations hereunder accruing or accrued prior
to the date of termination, nor deprive any Party of any right or remedy
otherwise available to such Party. Furthermore, upon termination of this
Agreement, the provisions of Articles 6.1 and 7.1 and the provisions of Article
X shall survive such termination. 


	

   

  	
   

  	
   

  
	
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ARTICLE IX

RENTALS


          9.1      Rental
payments during the term of this Agreement shall be handled in accordance with
the terms of the Operating Agreement.


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, including
without limitation, the Offer Letter, 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. Notwithstanding the foregoing, this
Agreement shall not supersede any existing agreement between MEI and LLOG. 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,
unless the Parties otherwise expressly so provide.


          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 or delayed. 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.


	

   

  	
   

  	
   

  
	
  Surge Prospect Participation
  Agreement

  	
  10

  	

   

  








          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    Disputes
arising under this Agreement shall be resolved in accordance with the dispute
resolution 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 resolved in accordance with the dispute resolution provisions of the
Operating Agreement.


          10.10  This
Agreement does not benefit or create any rights in any person or entity not a
party to this Agreement. 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  It is not the purpose or intention
of this Agreement to create, and this Agreement will never be construed as
creating, a joint venture, mining partnership or other relationship whereby any
Party will be held liable for the acts, either of omission or commission, of
any other Party, and the liabilities of each of the Parties hereto shall be
several and not joint or collective. However, solely for federal tax purposes,
if the Parties intend and agree for this Agreement to constitute a partnership,
then the Parties will make a separate written election, under the authority of
Section 761(a) of the Internal Revenue Code of 1986, not to be excluded from
the provisions of Subchapter K of Chapter I of Subtitle A of said Internal
Revenue Code of 1986. 


          10.12  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.


	
   

  	
   

  	

   

  
	
  Surge Prospect Participation
  Agreement

  	

  11

  	
   

  










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


Mariner Energy, Inc.


	
 

	
 

	
 



	
By:

	
 

	
 


	
 


	


	
 


	
Name:  

	
Mike C. van den Bold

	
 


	
Title: 

	
Senior Vice President
  & Chief Exploration Officer


	
 


	
Date: 

	
____________, 2008

	
 


	
 

	
 

	
 


	
LLOG
  Exploration Offshore, Inc.


	
 

	
 

	
 


	
By:

	

 

	
 


	
 

	


	
 


	
Name: 

	
Michael Altobelli

	
 


	
Title: 


	
Land Manager – GOM
  Deepwater

	
 


	
 


	
Date: 

	
____________, 2008

	
 


	
 

	

 

	
 


	
Ridgewood
  Energy Corporation


	
 

	

 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Name: 

	
W. Greg Tabor

	
 


	
Title: 

	
Executive Vice President

	
 


	
 


	
Date: 

	
______________, 2008


	
 


	
 

	
 

	
 


	
Stone
  Energy Corporation


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	



	
 


	
Name: 

	
 

	
 


	
 

	


	
 


	
Title: 

	

 

	
 


	
 

	


	
 


	
 


	
Date: 

	
______________, 2008

	
 








	
   

  	
   


  	
   

  
	
  Surge Prospect Participation
  Agreement


  	
  12

  	
   

  








Exhibit “A-1”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.

[REDACTED]


	
   

  	
   

  	
   


  
	
  Surge Prospect Participation
  Agreement

  	
  13


  	
   

  








Exhibit “A-2”


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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.

[REDACTED]


	
   

  	
   

  	
   

  
	

  Surge Prospect Participation
  Agreement

  	
  14

  	
   

  








Exhibit “A-3”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.

[REDACTED]


	
   

  	
   

  	

   

  
	
  Surge Prospect Participation
  Agreement

  	

  15

  	
   

  








Exhibit “A-4”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.
[REDACTED]


	
   


  	
   

  	
   

  
	
  Surge Prospect Participation
  Agreement

  	
  16

  	
   


  








Exhibit “A-5”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.
[REDACTED]


	
   

  	
   

  	

   

  
	
  Surge Prospect Participation
  Agreement

  	

  17

  	
   

  








Exhibit “B”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.


OPERATING AGREEMENT


	

   

  	
   

  	
   

  
	
  Surge Prospect Participation
  Agreement

  	
  18

  	

   

  








Exhibit
“C-1”
Attached
to and made a part of that certain Participation Agreement effective 

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.


	
 


	
RIDGEWOOD ENERGY CORPORATION


	
WELL
  INFORMATION REQUIREMENTS



	
[REDACTED]


	
Offshore Louisiana








	
 

	
 

	
 

	
 


	
PRIOR TO SPUDDING  

	
   

	
NUMBER
OF COPIES  


	


	
 

	



	
 

	

 

	
 


	
Application for Permit to
  Drill

	
 

	
1



	
Location/Survey Plat

	
 

	
1


	

All regulatory data &
  correspondence such as POE, etc. filed with State and Federal Agencies

	
 

	
1








	
 

	
 

	
 

	
 


	
DURING DRILLING OF WELL:

	
 

	
 

	
 


	

 

	
 

	
 

	
 


	
Daily Drilling Reports by
  7:00 a.m. to:

	
 

	
Donna Ermis


	
 

	
 

	
 


	
E-mail: dermis@ridgewoodenergy.com


	
 

	
 

	
 

	
Phone: 281-293-9464


	
 

	
 

	
 


	
(note: requested reports
  sent directly from rig)

	
 

	
Ken Webb


	
 

	

 

	
 

	
E-mail: kwebb@ridgewoodenergy.com


	
 

	
 


	
 

	
Phone: 281-293-8375 


	
 

	
 

	

 


	
 

	
 

	
Harvey Dupuy


	
 


	
 

	
 

	
Email: hdupuy@ridgewoodenergy.com 


	
 


	
 

	
 

	
Phone: 281-293-0405


	
 

	

 

	
 


	
 

	
 

	
Carl Taylor


	
 

	
 

	
 

	
Email: ctaylor@ridgewoodenergy.com 


	
 

	
 

	
 

	
Phone: 281-598-5921


	
 

	
 

	
 


	
Mud, Wireline, and LWD Logs:

	
 


	
Please send daily via
  E-mail to: 


	
 

	
 

	
 

	

kwebb@ridgewoodenergy.com 


	
 

	
 

	
 

	
dermis@ridgewoodenergy.com 



	
 

	
 

	
 

	
hdupuy@ridgewoodenergy.com 


	
 

	
 

	
 

	
ctaylor@ridgewoodenergy.com





After
hours and weekends, please
notify Carl Taylor or Harvey Dupuy of email or data drop. 
Mobil Phone =
Carl Taylor: 713-301-4605 or Harvey Dupuy: 713/261-7907


Also provide a casing
detail report on each string run, and any spill or accident reports associated
with this operation. 


If any online websites
are used to transfer data (Schlumberger Interact, Pathfinder, etc.) make sure
Ken Webb, Carl Taylor and Harvey Dupuy are provided access


	
 


	
 

	
 


	
Surge Prospect Participation Agreement

	
19

	
 










	
 

	
 

	

 


	
DURING COMPLETION:

	
 

	
NUMBER
  OF COPIES


	


	
 

	



	
 

	
 

	
 


	
Completion Program

	
 

	
2


	
 

	
 

	
 


	
WITHIN TEN (10) DAYS AFTER DRILLING:

	
 

	
 


	
 


	

Typed Composite Detailed Daily Report

	
 

	
2


	
Final Composite Log Prints

	

 

	
3


	
Final Composite Log CD

	
 

	
1



	
Final Mug Log Prints and Show Report + 1 CD

	
 

	
2


	

Drill Stem Test Charts

	
 

	
2


	
Oil, Gas & Water Analysis


	
 

	
2


	
Core Analysis Report + 1 CD

	
 

	
2


	
Final Directional + 1 CD

	
 

	
2


	
Temperature, Caliper and/or other Well Surveys

	
 

	
2


	
All Government Reports (completion or P&A
  report)


	
 

	
2


	
Final Velocity Survey or Geophysical surveys Report
  + 1 Digital copy

	
 

	
2


	
Final Report of Paleo + 1 CD

	
 

	
2








	
 

	
 


	
PLEASE MAIL ABOVE WELL DATA TO:



	
 

	
Ridgewood Energy Corporation


	
 

	
11,700 Katy Freeway., Ste 280



	
 

	
Houston, Texas 77079


	
 

	
Attention: Carl Taylor






The
following Ridgewood representative should be contacted in sufficient time to
witness all logging and testing operations:


	
 

	
 

	
 



	
Primary:

	
 

	
Alternate:


	

Carl Taylor

	
 

	
Harvey Dupuy


	
Ridgewood Energy Corporation

	

 

	
Ridgewood Energy
  Corporation


	
11,700 Katy Freeway., Ste 280

	
 

	
11700 Katy Freeway, Ste
  280



	
Houston, Texas 77079

	
 

	
Houston, Texas 77079


	

Phone: (Mobil):
  713-301-4605

	
 

	
Phone: (Mobil)
  713/261-7907








	
 

	
 

	
 


	
Surge Prospect Participation Agreement

	
20


	
 










Exhibit “C-2”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.


STONE ENERGY CORPORATION

625 E. Kaliste Saloom Road (70508) - P.O. Box 52807

Lafayette, Louisiana 70505


GEOLOGICAL REQUIREMENTS 

[REDACTED]


	
 


	
 

	
 


	
1)

	
NOTIFICATION
  OF WELL PROGRESS


	
 


	
 

	
a.

	

Please e-mail daily
drilling/completion reports to Sheri Bienvenue at BienvenueSL@StoneEnergy.com or by fax at (337)233-2276 by 8:00 AM. 


	
 


	
 

	
b.

	
Please e-mail daily logs
in PDF format to addresses listed below in #6. 


	

 

	
 


	
2)

	
ACCESS
  AND NOTIFICATION OF INTENTION TO RUN LOGS, CORE OR TEST


	
 


	
 

	
A representative of Stone
  Energy shall have access to the derrick floor at all times and shall be
  furnished with all information concerning the drilling progress of the
  subject well. Stone requests a 24 hour
  notification for coring, testing, and logging.


	
 


	
 


	
 

	
Please
  contact one of the following:








	
 

	
 

	
 

	
 

	

 

	
 

	
 

	
 


	
Jim Fisher

	
(Log Analyst)

	
 

	
Keri Judice

	
(Geologist)

	

 

	
Mike Cox

	
(Expl.
  Manager)


	


	
 


	


	
 

	



	
Office:

	

337-237-0410 

	
 

	
Office:

	
337-237-0410

	
 

	
Office:

	
337-237-0410


	
Direct Line:

	
337-521-2154


	
 

	
Direct Line: 

	
337-521-2252

	
 

	
Direct Line: 


	
337-521-2188


	
Home:

	
337-269-5126 

	
 


	
Home:

	
None

	
 

	
Home:

	

337-981-7586


	
Cell:

	
337-349-3655

	
 

	

Cell: 

	
337-519-1120

	
 

	
Cell:

	
337-349-9948









	
 

	
 

	
 


	
3)

	
COPIES
  OF THE FOLLOWING STATE REGULATORY FORMS AND REPORTS SHOULD BE SENT TO SHERI
  BIENVENUE AT THE ADDRESS NOTED ABOVE:


	
 


	
 


	
 

	
a.

	
Drilling Permit with plat
  and API number


	
 


	
 

	
b.

	
Completion Reports



	
 


	
 

	
c.

	

Sundry Notices


	
 


	
 

	
d.


	
Official Monthly
  Production Reports










	
 

	
 

	
 


	
Surge Prospect Participation Agreement

	
21

	

 

















	

 

	
 

	
 


	
 

	
 

	
 


	
4) 

	
COPIES
OF THE FOLLOWING OR SIMILAR SERVICES, IF PERFORMED, SHOULD BE SENT AS
DESIGNATED: 









	
 

	
 

	
 

	
 

	

 

	
 

	
 


	
Daily

	
 

	
Field Print

	
 

	
Final Copy

	
 

	
Digital Copy



	


	
 

	


	
 

	



	
 

	



	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Survey Plats


	
 

	
 

	
 

	
1

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Well Prognosis

	
 


	
 

	
 

	
1

	
 

	
 


	
Electrical / LWD Logs (1”
  & TVD)

	
 

	
4

	
 

	
4

	
 

	
1 (LAS & PDF of each Log)


	
(5” MD) Directional Data

	
 

	
4

	
 

	
4

	
 

	
 


	
Mud Logs

	

 

	
2

	
 

	
2

	
 

	

1 (LAS & PDF of each Log)


	
Core Analysis

	
 

	
2


	
 

	
2

	
 

	
1


	
Directional Survey

	
 

	
2

	
 

	
2


	
 

	
1


	
Drill Stem Test Charts
  & Results

	

 

	
2

	
 

	
2

	
 

	

 


	
Paleo Reports

	
 

	
 

	
 

	
2

	
 

	
 


	
Well Test Information
  & BHP’s


	
 

	
2

	
 

	
2

	
 


	
 


	
Wellbore seismic/velocity
  survey

	
 

	
 

	

 

	
2

	
 

	
 


	
Fluid Sample Analyses


	
 

	
 

	
 

	
2

	
 

	
 


	
PVT Report

	
 

	
 

	
 


	
2

	
 

	
 


	
Well Cuttings - 1 wet, 1
  dry

	
 

	
 

	
 

	
1

	
 

	

 








	
 

	
 

	
 


	
 


	
 

	
 

	
Field, Final and LAS
  copies are to be Fed Ex or UPS Shipped:


	
 

	
 

	
Stone Energy Corporation


	
 

	

 

	
ATTN: JIM FISHER 


	
 

	
 

	
625
  E Kaliste Saloom Road



	
 

	
 

	
Lafayette,
  LA 70508


	
 


	
 


	
5)

	
NOTICE
  TO PLUG AND ABANDON


	

 


	
 

	
A 48 hour notification,
  exclusive of weekends and holidays, will be given by the Operator to Stone
  Energy prior to the commencement of plugging and abandonment procedures.


	
 

	

 

	
 

	
 


	
6)

	
E-MAIL
  ADDRESSES IF NEEDED:


	
*(1) Keri Judice – JudiceKJ@StoneEnergy.com


	
 

	
 

	
 


	
*(2) Mike Cornyn – CornynMR@StoneEnergy.com


	
 

	
 

	
 


	
*(3) Mike Cox – CoxWM@StoneEnergy.com


	
 

	
 

	
 


	
*(4) Jim Fisher – FisherJL@StoneEnergy.com







	
 

	

 

	
 


	
Surge Prospect Participation Agreement

	
22

	
 











Exhibit
“D-1”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.


***


(FORM OF)

ASSIGNMENT OF RECORD TITLE INTEREST


	
 

	
 


	

UNITED STATES OF AMERICA

	
§


	
OUTER CONTINENTAL SHELF

	
§


	
OFFSHORE LOUISIANA

	
§





          For
$1,000 Dollars and other 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, Mariner
Energy, Inc., a ______ corporation, whose address is 2000 W. Sam
Houston Parkway South, Suite 2000, Houston, Texas 77042-3622 and LLOG Exploration Offshore, Inc., a
Louisiana corporation, whose address is 433 Metairie Road, Suite 600, Metairie,
Louisiana 70005 (collectively referred to as “Assignors”), hereby sell,
transfer, assign, convey and deliver unto and Ridgewood
Energy Corporation, a ________ corporation, whose address is 11700
Katy Freeway, Suite 280, Houston, Texas 77079 and Stone Energy Corporation, a ______ corporation, whose address
is 625 East Kaliste Saloom Road, Lafayette, Louisiana 70505 (collectively
referred to as “Assignees”), effective as of August 1, 2008, 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 ____,
[REDACTED] 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 and is delivered
and accepted without any warranty of title, express or implied, except as to
persons lawfully claiming by, through or under Assignors, 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 Assignors have 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
proportionate 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. 


	
 

	
 

	
 


	
Surge Prospect Participation Agreement


	
23

	
 










          This
Assignment of Record Title Interest is subject to that certain Participation
Agreement dated effective August 1, 2008 by and between Assignors and Assignee
and that certain Operating Agreement dated effective _________ 1, 2008 by and
between Assignors and Assignee and [here insert name, if applicable].


          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 Assignors
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.


	
 

	
 

	
 


	
 

	
 


	
 

	
 

	
ASSIGNORS:



	
 

	
 

	
 


	
WITNESSES:


	
 

	
Mariner Energy, Inc. 


	
 

	
 

	

 

	
 


	
 

	
 

	
By:

	
 


	


	
 

	
 

	


	
 


	
 

	
 

	
Name: 

	
 


	
 


	
 

	
 

	
 

	



	
 


	
 

	
 

	
Title: 

	

 

	
 


	
 

	
 

	
 

	



	
 


	


	
 

	
 

	

 

	
 


	
 

	
 

	
 


	
WITNESSES:

	
 

	
LLOG Exploration Offshore, Inc. 


	
 

	
 

	
 


	
 

	
 

	
By:


	
 


	


	
 

	
 

	



	
 


	
 

	
 

	
Name: 

	

 

	
 


	
 

	
 

	
 

	



	
 


	
 

	
 

	
Title: 

	
 

	
 


	
 

	
 

	
 

	


	
 


	


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
ASSIGNEES:


	
 


	
 

	
 


	
WITNESSESS:

	
 

	
 


	
 

	
 

	
 


	

 

	
 

	
By:

	
 


	


	
 

	
 

	


	
 


	
 

	
 

	
Name: 

	
 

	
 


	
 


	
 

	
 

	


	
 


	
 


	
 

	
Title: 

	
 

	
 


	

 

	
 

	
 

	


	
 


	



	
 

	
 

	
 








	
 

	
 

	
 


	
Surge Prospect Participation Agreement

	

24

	
 










	
 

	

 


	
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 Mariner Energy, Inc., 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 _______________


	
 

	
 


	
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 _______________


	
 

	
 

	
 


	
Surge Prospect Participation Agreement

	
25

	
 










Exhibit
“D-2”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.


	

 


	
***Block
  #***]


	
OCS-G
  _____





(FORM OF)

ASSIGNMENT OF OPERATING RIGHTS INTEREST


	
 

	
 


	
UNITED STATES OF AMERICA

	
§


	
OUTER CONTINENTAL SHELF

	
§


	
OFFSHORE LOUISIANA

	
§


	
 

	
 


	
NEEDS TO BE INSERTED

	
 








	
 


	
 

	
 


	
Surge Prospect Participation Agreement

	
26

	
 










Exhibit
“E”

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

August 1, 2008 by and among LLOG Exploration Offshore, Inc., 

Mariner Energy, Inc., Ridgewood Energy Corporation and Stone Energy
Corporation.


EXISTING
BURDENS ON THE CONTRACT AREA


	
 

	
 

	
 

	
 


	
 

	
 


	
[REDACTED]

	
 

	

 

	
 

	
 

	
 


	
 


	
 

	
 

	
WI

	
 

	
NRI


	
 


	
 

	
 

	


	
 


	


	
 


	
RIDGEWOOD

	
 

	

0.25000000

	
 

	
0.20333333

	
 


	
STONE


	
 

	
0.10000000

	
 

	
0.08133333

	
 



	
 

	
 

	
 

	
 

	
 


	
 


	
MMS ROYALTY

	
 

	
 

	

 

	
0.16666667

	
 


	
MARINER & LLOG ORRI

	
 

	
 

	
 

	
0.02000000

	
 


	
 

	
 

	
 

	
 

	
 

	

 


	
[REDACTED] (Operating Rights only)

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
WI

	
 

	
NRI

	
 


	

 

	
 

	


	
 

	


	
 


	
RIDGEWOOD

	
 

	
0.23750000

	
 

	

0.20306250

	
 


	
STONE

	
 

	
0.09500000


	
 

	
0.08122500

	
 


	
 

	

 

	
 

	
 

	
 

	
 


	

MMS ROYALTY

	
 

	
 

	
 

	
0.12500000

	

 


	
ANDROMEDA GENERATORS

	
 

	
 

	
 

	
0.02000000

	
 








	
 

	
 

	
 


	
Surge Prospect Participation Agreement

	
27