Stone Energy Corporation

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.

May 11, 2017 (May 16th, 2017)

Chief Executive Officer Term Sheet (May 1st, 2017)

Set forth below are the key terms of the proposed arrangement concerning the service of Executive (as defined below) with Stone Energy Corporation (the Company). Until superseded by an executed definitive agreement, this term sheet constitutes the entire agreement between the parties hereto and is hereafter referred to as the Agreement. This Agreement will be effective upon execution.

Stone Energy Corporation (March 9th, 2017)

Stone Energy Corporation (NYSE: SGY) ("Stone" or the "Company") today announced that the Company received approval to list its warrants with the CUSIP number 861642 114 (the "Warrants") on the NYSE MKT under the ticker symbol "SGYWS", with trading expected to commence on March 10, 2017.

Stone Energy Corporation Directors Deferred Compensation Plan (March 6th, 2017)

Stone Energy Corporation March 1, 2017 Director Restricted Stock Unit Agreement (March 6th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of the Grant Date specified above, is entered into by and between Stone Energy Corporation, a corporation organized in the State of Delaware (the Company), and the Participant specified above, pursuant to the Stone Energy Corporation 2017 Long Term Incentive Plan, as in effect and as amended from time to time (the Plan), which is administered by the Committee and the Board; and

Stone Energy Corporation 2017 Long-Term Incentive Plan (March 1st, 2017)

WHEREAS, Stone Energy Corporation, a Delaware corporation (the Company) hereby established the Stone Energy Corporation 2017 Long-Term Incentive Plan (the Plan) to promote the interests of the Company and its stockholders; and

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Among STONE ENERGY CORPORATION as Borrower, THE FINANCIAL INSTITUTIONS NAMED IN THIS CREDIT AGREEMENT as Banks, BANK OF AMERICA, N.A. As Administrative Agent and Issuing Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION, NATIXIS, THE BANK OF NOVA SCOTIA, CAPITAL ONE, NATIONAL ASSOCIATION, and TORONTO DOMINION (NEW YORK) LLC as Co-Syndication Agents, REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, and BANK OF AMERICA, N.A. As Sole Lead Arranger and Bookrunner February 28, 2017 (March 1st, 2017)

This Fifth Amended and Restated Credit Agreement dated as of February 28, 2017, is among Stone Energy Corporation, a Delaware corporation, the Banks (as defined below), and Bank of America, N.A., as administrative agent for the Banks and as Issuing Bank.

WARRANT AGREEMENT Dated as of February 28, 2017 Among STONE ENERGY CORPORATION (AS REORGANIZED), COMPUTERSHARE INC. And COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent (March 1st, 2017)

This Warrant Agreement (Warrant Agreement) dated as of February 28, 2017 is among Stone Energy Corporation, a Delaware corporation (the Company), 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).

INTERCREDITOR AGREEMENT Among STONE ENERGY CORPORATION, Each of the Guarantors Party Hereto From Time to Time, BANK OF AMERICA, N.A., as First Lien Administrative Agent for the First Lien Credit Agreement Secured Parties, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Second Lien Collateral Agent for the Second Lien Secured Parties, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Second Lien Notes Trustee, and Each Additional Representative From Time to Time Party Hereto Dated as of February 28, 2017 (March 1st, 2017)

INTERCREDITOR AGREEMENT, dated as of February 28, 2017 (as amended, supplemented or otherwise modified from time to time, this Agreement), among STONE ENERGY CORPORATION, a Delaware corporation (Stone Energy), each of the Guarantors (as defined below) party hereto from time to time, BANK OF AMERICA, N.A., as administrative agent for the First Lien Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the First Lien Administrative Agent), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Second Lien Collateral Agent), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as trustee pursuant to the Second Lien Notes (as defined below) (in such capacity and together with its successors in such capacity, the Second Lien Notes Trustee), and each additional Representative that from time

STONE ENERGY CORPORATION, as Issuer, STONE ENERGY OFFSHORE, L.L.C., as Subsidiary Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee and Collateral Agent INDENTURE Dated as of February 28, 2017 $225,000,000 7.500% Senior Secured Notes Due 2022 (March 1st, 2017)

This INDENTURE (this Indenture), dated as of February 28, 2017, is among Stone Energy Corporation, a Delaware corporation (herein called the Company), having its principal office at 625 East Kaliste Saloom Road, Lafayette, Louisiana 70508, Stone Energy Offshore, L.L.C., a Delaware limited liability company and subsidiary of the Company (herein called Stone Offshore), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as trustee (herein called the Trustee) and collateral agent (herein called the Collateral Agent).