0001104659-06-058521 Sample Contracts

DEVELOPMENT AGREEMENT
Development Agreement • August 31st, 2006 • Venoco, Inc. • Crude petroleum & natural gas

This Development Agreement (“Agreement”) is made effective as of August 29, 2006 (“Effective Date”) by and between, VENOCO, INC., a Delaware corporation (“Venoco”), and CARPINTERIA BLUFFS, LLC, a Colorado limited liability company (“Bluffs”). Venoco and Bluffs are individually referred to as a Party and collectively as Parties in this Agreement.

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DIVIDEND DISTRIBUTION AGREEMENT
Dividend Distribution Agreement • August 31st, 2006 • Venoco, Inc. • Crude petroleum & natural gas

This Dividend Distribution (“Agreement”) is made effective as of August 29, 2006 (“Effective Date”) by and between, VENOCO, INC., a Delaware corporation (“Venoco”), TIMOTHY M. MARQUEZ AND BERNADETTE B. MARQUEZ, AS TRUSTEES OF THE MARQUEZ TRUST, UNDER TRUST AGREEMENT DATED FEBRUARY 26, 2002, AS AMENDED (“Trust”), and CARPINTERIA BLUFFS, LLC, a Colorado limited liability company (“Bluffs”). Venoco, Trust and Bluffs are individually referred to as a “Party” and collectively as “Parties” in this Agreement. Trust and Bluffs are sometimes collectively referred to as “Marquez” in this Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2006 • Venoco, Inc. • Crude petroleum & natural gas • Colorado

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2006, by and between Venoco, Inc., a Delaware corporation (the “Company”), and the Marquez Trust, a trust established under the laws of the State of Colorado (the “Trust”).

GROUND LEASE
Ground Lease • August 31st, 2006 • Venoco, Inc. • Crude petroleum & natural gas • California

This Ground Lease (“Lease”) is made and entered into as of August 29, 2006, by and between CARPINTERIA BLUFFS, LLC, a Colorado limited liability company (“Lessor”) and VENOCO, INC, a Delaware corporation (“Lessee”).

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