Stone Energy Corporation

Talos Energy Inc. Long Term Incentive Plan Performance Share Unit Grant Notice (September 14th, 2018)

Supplemental Indenture No. 1 (September 14th, 2018)

Talos Energy Inc. Long Term Incentive Plan Restricted Stock Unit Grant Notice (September 14th, 2018)

Unless This Certificate Is Presented by an Authorized Representative of the Depository Trust Company, a New York Corporation (Dtc), New York, New York, to the Company or Its Agent for Registration of Transfer, Exchange or Payment, and Any Certificate Issued Is Registered in the Name of Cede & Co. Or Such Other Name as Is Requested by an Authorized Representative of Dtc (And Any Payment Is Made to Cede & Co., or to Such Other Entity as Is Requested by an Authorized Representative of Dtc), Any Transfer, Pledge or Other Use Hereof for Value or Otherwise by or to Any Person Is Wrongful Inasmuch as (September 14th, 2018)

Amended and Restated Certificate of Incorporation of Sailfish Energy Holdings Corporation (May 14th, 2018)

Sailfish Energy Holdings Corporation, a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies as follows:

Amendment No. 1 to Warrant Agreement (May 14th, 2018)

This Amendment No. 1 to Warrant Agreement (this Amendment), dated as of May 10, 2018, is among Stone Energy Corporation, a Delaware corporation (Stone Energy), Sailfish Energy Holdings Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Stone Energy (New Talos), Computershare Inc., a Delaware corporation (Computershare), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, with Computershare, the Warrant Agent).

THIRD AMENDED AND RESTATED BY-LAWS OF STONE ENERGY CORPORATION a Delaware Corporation as Amended and Restated on May 10, 2018 (May 14th, 2018)

Amendment to Stone Energy Corporation Director Restricted Stock Unit Agreement (May 14th, 2018)

This AMENDMENT (Amendment) to the STONE ENERGY CORPORATION DIRECTOR RESTRICTED STOCK UNIT AGREEMENT, dated as of March 1, 2017, by and between STONE ENERGY CORPORATION (the Company), and James M. Trimble (Participant) (the Director RSU Agreement) is made as of May 8, 2018.

Amended and Restated Limited Liability Company Agreement of Talos Petroleum Llc a Delaware Limited Liability Company (May 14th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC (this Agreement), effective as of May 10, 2018, is adopted, executed and agreed to by the Sole Member (as defined below).

ASSET PURCHASE AGREEMENT Among SHELL OFFSHORE INC. EXXON MOBIL CORPORATION ANADARKO US OFFSHORE LLC as Sellers and STONE ENERGY OFFSHORE, L.L.C. As Purchaser Relating to the Ram Powell Unit, Being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and Related Assets Gulf of Mexico (April 27th, 2018)

Supplemental Indenture No. 1 (April 9th, 2018)

SUPPLEMENTAL INDENTURE NO. 1, dated as of April 3, 2018 (this Supplemental Indenture), by and between Stone Energy Corporation, a Delaware corporation (the Issuer), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the Subsidiary Guarantor), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee) and collateral agent (in such capacity, the Collateral Agent).

Supplemental Indenture No. 2 (April 9th, 2018)

SUPPLEMENTAL INDENTURE NO. 2, dated as of April 3, 2018 (this Supplemental Indenture), by and between Stone Energy Corporation, a Delaware corporation (the Issuer), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the Subsidiary Guarantor), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee) and collateral agent (in such capacity, the Collateral Agent).

Supplemental Indenture No. 1 (April 9th, 2018)

SUPPLEMENTAL INDENTURE NO. 1, dated as of April 3, 2018 (this Supplemental Indenture), by and between Stone Energy Corporation, a Delaware corporation (the Issuer), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the Subsidiary Guarantor), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee) and collateral agent (in such capacity, the Collateral Agent).

Supplemental Indenture No. 2 (April 9th, 2018)

SUPPLEMENTAL INDENTURE NO. 2, dated as of April 3, 2018 (this Supplemental Indenture), by and between Stone Energy Corporation, a Delaware corporation (the Issuer), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the Subsidiary Guarantor), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee) and collateral agent (in such capacity, the Collateral Agent).

The CORPORATEplan for Retirement EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTE (March 9th, 2018)

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" under the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the ta

Amendment to Chief Executive Officer Term Sheet (March 9th, 2018)

WHEREAS, Stone Energy Corporation (the "Company") and James Trimble ("Executive") entered into that certain Chief Executive Officer Term Sheet effective as of April 28, 2017 (the "Interim CEO Agreement"); and

Amendment to the Stone Energy Corporation Employee Severance Plan (March 9th, 2018)

WHEREAS, Stone Energy Corporation (the "Company") currently maintains the Plan pursuant to which certain employees of Employer are entitled to receive severance payments and benefits upon certain terminations of employment subject to the terms and conditions contained therein;

Stone Energy Corporation Employee Severance Plan (March 9th, 2018)

Basic Plan Document Important Note (March 9th, 2018)

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. The Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. The Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" under the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the

Voting Agreement (November 21st, 2017)

This VOTING AGREEMENT, dated as of November 21, 2017 (this Agreement), is entered into by and among Talos Energy LLC, a Delaware limited liability company (Parent), Stone Energy Corporation, a Delaware corporation (the Company), and the undersigned signatories set forth on the signature pages hereto under the heading Company Stockholders (collectively, the Company Stockholders). Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a Party and collectively as the Parties.

Exchange Agreement (November 21st, 2017)

INDENTURE, dated as of [], among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and [], as trustee (the Trustee) and as collateral agent.

Amendment to the Stone Energy Corporation Executive Severance Plan (November 21st, 2017)

WHEREAS, Stone Energy Corporation (the Company) currently maintains the Plan pursuant to which certain employees of Employer are entitled to receive severance payments and benefits upon certain terminations of employment subject to the terms and conditions contained therein;

SUPPORT AGREEMENT Dated as of November 21, 2017 by and Among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, APOLLO MANAGEMENT VII, L.P., APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I and RIVERSTONE ENERGY PARTNERS V, L.P. (November 21st, 2017)

Exchange Agreement (November 21st, 2017)

INDENTURE, dated as of [], among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and [], as trustee (the Trustee) and as collateral agent.

Voting Agreement (November 21st, 2017)

This VOTING AGREEMENT, dated as of November 21, 2017 (this Agreement), is entered into by and among Talos Energy LLC, a Delaware limited liability company (Parent), Stone Energy Corporation, a Delaware corporation (the Company), and MacKay Shields LLC (the Investment Manager), in its capacity as investment manager on behalf of the Company Stockholders (as defined herein) and (to the extent expressly set forth herein) in its individual capacity, and Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a Party and collectively as the Parties.

TRANSACTION AGREEMENT Dated as of November 21, 2017 by and Among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, SAILFISH MERGER SUB CORPORATION, TALOS ENERGY LLC and TALOS PRODUCTION LLC (November 21st, 2017)

This TRANSACTION AGREEMENT (this Agreement), dated as of November 21, 2017, is entered into by and among Stone Energy Corporation, a Delaware corporation (Sailfish), Sailfish Energy Holdings Corporation, a Delaware corporation and a wholly owned direct subsidiary of Sailfish (New Sailfish), Sailfish Merger Sub Corporation, a Delaware corporation and a direct wholly owned subsidiary of New Sailfish (Merger Sub), Talos Energy LLC, a Delaware limited liability company (Green Energy) and Talos Production LLC, a Delaware limited liability company (Green Production and, together with Green Energy, the Green Signing Parties). Sailfish, New Sailfish, Merger Sub, Green Energy and Green Production are referred to individually as a Party and collectively as Parties.

Voting Agreement (November 21st, 2017)

This VOTING AGREEMENT, dated as of November 21, 2017 (this Agreement), is entered into by and among Talos Energy LLC, a Delaware limited liability company (Parent), Stone Energy Corporation, a Delaware corporation (the Company), and the undersigned signatories set forth on the signature pages hereto under the heading Company Stockholders (collectively, the Company Stockholders). Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a Party and collectively as the Parties.

Voting Agreement (November 21st, 2017)

This VOTING AGREEMENT, dated as of November 21, 2017 (this Agreement), is entered into by and among Talos Energy LLC, a Delaware limited liability company (Parent), Stone Energy Corporation, a Delaware corporation (the Company), and MacKay Shields LLC (the Investment Manager), in its capacity as investment manager on behalf of the Company Stockholders (as defined herein) and (to the extent expressly set forth herein) in its individual capacity, and Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a Party and collectively as the Parties.

Stone Energy Corporation Transaction Bonus Agreement (November 21st, 2017)

This Stone Energy Corporation Transaction Bonus Agreement (the Agreement) is by and between Stone Energy Corporation, a Delaware corporation (the Company), and (the Employee).

Amendment to the Stone Energy Corporation Executive Severance Plan (November 21st, 2017)

WHEREAS, Stone Energy Corporation (the Company) currently maintains the Plan pursuant to which certain employees of Employer are entitled to receive severance payments and benefits upon certain terminations of employment subject to the terms and conditions contained therein;

SUPPORT AGREEMENT Dated as of November 21, 2017 by and Among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, APOLLO MANAGEMENT VII, L.P., APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I and RIVERSTONE ENERGY PARTNERS V, L.P. (November 21st, 2017)

Stone Energy Corporation Transaction Bonus Agreement (November 21st, 2017)

This Stone Energy Corporation Transaction Bonus Agreement (the Agreement) is by and between Stone Energy Corporation, a Delaware corporation (the Company), and (the Employee).

Stone Energy Corporation Retention Award Agreement (November 1st, 2017)

This Stone Energy Corporation Retention Award Agreement (the "Agreement") is by and between Stone Energy Corporation, a Delaware corporation (the "Company"), and _____________ (the "Employee").

Stone Energy Corporation 2017 Annual Incentive Compensation Plan (November 1st, 2017)

The Board of Directors (the "Board") of Stone Energy Corporation (the "Company") has approved this 2017 Annual Incentive Compensation Plan (the "Plan"). The purpose of this Plan is to attract, motivate and retain management and other designated employees by providing a financial incentive to employment with the Company for calendar year 2017. The Plan is intended to reward the participants for exemplary performance in line with increasing shareholder value.

Stone Energy Corporation Executive Severance Plan (November 1st, 2017)

The STONE ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN (the "Plan") is hereby adopted, pursuant to the authorization of the Board of Directors of STONE ENERGY CORPORATION (the "Company"). The Plan has been established to provide financial security to the Company's employees upon certain terminations of employment with the Company. This Plan replaces in full and supersedes any prior arrangements with respect to a Participant in the Plan.