180000987

INSTRUMENT PREPARED BYVIRGINIA GAS AND Oil BOARD

VIRGINIA:

ORDER RECORDED UNDER CODEOF VIRGINIA SECTION 45.1-361.26

IN RE:BEFORE THE VIRGINIA GAS AND OIL BOARD

SUPPLEMENTAL ORDER REGARDING DOCKET NO. VGOB-18-0220-4163ELECTIONS: Haysi 76(hereinafter "Subject Drilling Unit" )

REPORT OF BOARD

FfNDINGS AND ORDER

This Supplemental Order is entered by the Board sua sponte in the formauthorized by the Board at its hearing held at 9:00 a,m. on October 20,1992, Board of Supervisors Room, Courthouse, Grundy, Virginia, andpursuant to authority granted to the Board's Chairman at the hearing ofthe Virginia Gas and Oil Board on June 16, 1992 at 9:00 a.m. at theRhododendron Restaurant at the Breaks Interstate Park, Breaks, Virginia;and this Supplemental Order is being recorded for the purpose of (1)complying with the requirements of the Virginia Gas and Oil BoardRegulations, 4 VAC 25-160.70C by supplementing the Order previouslyissued by the Board for subject Docket on March 1, 2018, and recorded asInstrument No. 180000529 in the Office of the Clerk of the Circuit Court forBuchanan County, Virginia on March 26, 2018, (herein "Board Order" ) and(2) to complete the record regarding elections. The Board Orderestablished a drilling unit and pooled all interests in Subject Drilling Unitincluding those of the Respondents more particularly set forth andidentified by the Designated Operator in the affidavits attached hereto andmade a part hereof. The Board finds it has jurisdiction over the subjectmatter pursuant to the provisions of the Virginia Gas and Oil Act, 5 45.1-361.1 et seq., Virginia Code, 1950 as amended.

Ffndfnas: The Board finds that:

(a) The Board Order directed EnerVest Operating, LLC, (herein the"Designated Operator" ), to mail copies of the Board Order to all

Respondents whose interests, if any, were pooled by said BoardOrder;

(b) The Designated Operator filed its affidavit of mailing dated May 14,2018, disclosing that it mailed to all parties fisted on Exhibit B-3 the

Page Number L

i80000937

Board Order by certified mail return receipt requested on April 4,2018;

(c) The Board Order required each Respondent whose interests, if

any, were pooled by the terms of said Board Order to make his orher election within thirty (30) days after the date of mailing orrecording, as applicable, of said Order; the Designated Operatorhas filed its affidavit dated May 14, 2018, in accordance with 5 7.Cof the Virginia Gas and Oil Board Reguiations and 4 VAC 25-160.7C (herein "Affidavit of Elections" annexed hereto), wherein it

has, for each Respondent whose interests, if any, were pooled bysaid Board Order, stated: (i) whether each Respondent has madeor failed to make a timely election; (ii) the nature of the election(s)made, if any; and (iii) whether, by reason of failure to elect or totimely elect one or more Respondents are deemed, under theterms of the Board's Order, to have leased all their rights, title,interests, estates and claims in Subject Drilling Unit to theDesignated Operator',

(d) Current Board standards requiring the escrow of funds and theBoard's agreement with its Escrow Agent, First Bank and TrustCompany, 38 East Valley Street, Bristol, VA 24201; Tel: (276)466-9222; Attn: Jody Maney, or any successor named by theBoard, require the entry of a Supplemental Order establishing ofrecord the elections made or deemed to have been made andspecifying the sums or percentage thereof subject to escrow.Current Board escrow standards were made applicable to SubjectDrilling Unit by a Board Order dated Juiy 18, 2006. The Affidavit ofElections indicates that the escrow of funds is not required with

regard to Well No. Haysi 76.

Order: By this Order, the Board orders the Designated Operator to tender,consistent with and in accordance with the findings set forth at Paragraph2 above, to the extent escrow was required and to the extent it pertainedto the elections and interests of the Respondents who have entered into aroyalty split agreement and no longer require escrow of any funds, theApplicant is hereby directed to provide the Board with reconciliation of itsand the Escrow Agent's records so that any funds affected by this Ordermay be disbursed in an appropriate manner.

Mailinq of Order and Filinq of Affidavit: The Designated Operator underthe captioned Order or its Attorney shall file an affidavit with the Secretaryof the Board within ten (10) days after the date of receipt of thisSupplemental Order stating that a true and correct copy of thisSupplemental Order was mailed within seven (7) days from the date of

Page Number 2.

iS000093~

receipt of this Supplemental Order to each Respondent whose address isknown.

5. Conclusion: Therefore, the findings and all terms and provisions set forth

above be and hereby are granted and IT IS SO ORDERED.

6, Effective Date: This Supplemental Order shall be effective as of the dateof the Board's approval of this Application, which is set forth at Paragraph1 above.

Page Number 3.

3.8000093'7

DONE AND EXECUTED this 15 day of May, 2018 by a majority of the Virginia Gas and OilBoard.

Chairman, Bradley C. Lambert

DONE AND PERFORMED this 15 day of May, 2018 by Order of the Virginia Gas and Oil Board.

Rick CooperPrincipal Executive to thestaff, Virginia Gas and Oil Board

COMMONWEALTH OF VIRGINIACOUNTY OF RUSSELL

Acknowledged on this I~%ay of Ncuvl, ZGI6, personally before me a notary publicin and for the Commonwealth of Virginia, dippeared Bradley C. Lambert, being duly sworn diddepose and say that he is the Chairman of the Virginia Gas and Oil Board and Rick Cooper,being duly sworn did depose and say that he is Principal Executive to the staff of the VirginiaGas and Oil Board, that they executed the same so.

My Commission expires: July 31, 2021

Sarah Jessee GIIIItpr, Notary Public262946

rrnnnu

- Q . 'OTARY' (g .PUBLIC- p: REG 4'2eggAB: g

MY CpMMiggipN .'

= C~ '.EXPIRER

",, Fg(TH 0$'fit I,;1

Page Number 4.

VIRGINIA:

BEFORE THE VIRGINIA GAS AND Oli BOARD

IN RE: Application of EnerVest Operating, LLC, for the Forced Pooling of Interests in

Haysi 76, Docket No. VGOB-18-0220-4163 in the Prater District, Prater Quadrangle,Buchanan County, Virginia.

AFFIDAVIT OF TIMOTHV E. SCOTT, Attorney-at-Law, Agents for the Designated

Operator REGARDING ELECTIONS, ESCROW ACCOUNTS AND SUPPLEMENTAL

ORDER

Timothy E. Scott (herein Affiant), being duly sworn on oath, deposes and says:

1. That the Affiant is an attorney in the law and the Agent for the DesignatedOperator, with offices located at 135 W. Main Street, Suite 200, Kingsport,

Tennessee 37660, and is authorized to give this Affidavit in its behalf;

2. That the Order entered on March 1, 2018, by the Virginia Gas and Oil

Board regarding the captioned conventional gas unit required the

Applicant to mail a true and correct copy of said Order to each personpooled by said Order;

That within seven (7) days of the receipt of an executed and recorded

copy of the Order referred to at Paragraph 2, above, the Affiant wasdirected to cause a true and correct copy of said Order to be mailed via

the United States Postal Service to each Respondent named in the

captioned Application, whose address was known, and to all persons, if

any, who are added as Respondents at the hearing held in the captloned

matter; that proof of such mailing has previously been tendered to theDivision of Gas and Oil, the Office of the Gas and Oil Inspector, atAbingdon, Virginia;

4. That the Order of the Virginia Gas and Oil Board in the captioned matter

required all persons pooled thereby to tender written notice of their

election of the option selected under Paragraph 9 of the Order to theDesignated Operator within thirty (30) days from the date of receipt of a

copy of the recorded Order;

That the Designated Operator, by and through its agent, Timothy E. Scott,Attorney-at-Law, has established procedures to review all mail received

and all written documents received by means other than by mail toascertain whether parties whose interests have been pooled have made awritten election, in a timely fashion, as required by the captioned Order;

that said procedures were followed to identify the elections, if any, made

Page Number 5.

with regard to Subject Drilling Unit, that the following persons or entitiesdelivered, by mail or otherwise, written elections to the Unit Operator,within the thirty day elections period:

Owner and Tract:

Tract No. 2:

Election: Interest:

John M. Lamie, Esq.Trustee for Yellow PoplarLumber Company

Carried Pursuant to 5.65500%Paragraph 9.3of theMarch 1, 2018 Order

That the interest and/or claims of the following persons or entities (whomade timely elections, or who are deemed under the terms of the Board'sOrder to have leased, or who, subsequent to the pooling hearing held in

the captioned matter, have leased or otherwise entered into an agreementwith the Designated Operator) are subject to escrow under the Board'sOrder pooling the captioned Unit, as unknown or unlocatable or suchinterest is the subject of a conflict:

NONE

7. That after the pooling hearing held in the captioned matter, the followingpersons or entities have leased or entered into a voluntary agreement with

the Designated Operator with regard to their interest and/or claims:

NONE

8. That the Designated Operator with regard to persons previously requiringthe services of the Escrow Agent have now reached an agreementregarding their interests or claims that allows Applicant/DesignatedOperator to make royalty distribution without the need to escrow fundswhich would otherwise be in conflict:

NONE

That the Respondents identified in Exhibit B-3 hereto have not made atimely election and have failed to enter into an agreement with theDesignated Operator and their respective coalbed methane rights,interests and claims shall be deemed to have leased toApplicant/Designated Operator pursuant to and in accordance with

Paragraph 10 of the Board Order dated March 1, 2018:

See Exhibit B-3

Page Number 6.

ggOPOO937

10. The Designated Operator requests that the following persons bedismissed as Respondents:

NONE

That pursuant to the provisions of 4VAC 25-160.70.A.10 and .C and VAC 25-160-80, annexed hereto and incorporated herein is a proposed supplemental order tobe entered to complete the record regarding elections; that said annexed supplementalorder sets forth that the services of the Escrow Agent are not required in this matterpursuant to the terms of fttt 45.1-361.21.Dand 45.1-361.22.A.3and .4.

Dated at Kingsport, Tennessee, this 14m day of May, 2018.

Timottty E. Scdtt, Affiant

Taken, subscribed and sworn to before me by Timothy E. Scott, the Agent forEnerVest Operating, LLC, a limited liability company, on behalf of the limited liability

company, this 14~ day of May, 2018.

Nothin Public

My commission expires: q.g Q

[f:msword2000fenervest'pooling.Hays l 76.supporderffeffli ir,'

(

Page Number 7.

VGOE-18-0220-416318000093'7

TOTAL UNIT AREA= 58.TO ACRES

IIROPDSED 000COORDINATES OFWELL HAYSt TSN 27,078.88E 67 868.86

e<

04

PROPOSED LAT. 8 LONO.(NA0270EDINAL DEORESS)OF WELL HAYBI 78sr.lverer02.188781

PROPOSED STATS PLANENAD 2'I COORDINATEB OFWELL HAYSI78N 828,044.280 028,487.81

SBO

UNIT BOUNDARY

/ 0/ eee ence e (Boise NaB) AP/

--'W,I

ga

6,660'ATITUDE

S7'12'80"

PROPOSED UYM 27ZONE 17DOORDINATEB OFWELL HAYBI 78N 18,800,428.826 1,206,086.20

P 4)LL)P NL

e, Lic. No. 1

C., 'L

QS (JR~en

I

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I

BLBYAYIDHB wana osrsaoweo sv aas a Tnloonoosralo Meruoos sasao DH aoneBl'ATIDH KYILTHB BDVHDARY LINES SHOWN HBKEDH ARE BAsao DH DBBDB.Flave,AHD NAP 8 OF RBDDRD OR BURYBYBBYDYHBRB, AHD Do HDYDBFIDY A DUKRBHY BDUNDARY BURYBY.FKDFBRYY IHFDKMAYIDH PRDYIDBD BYaoalivssr DFBRAYIHB, LLD.YHB WELL WILL 08 DKKLED WITHIN 18IYBHI FBBYOF YHB FenollYBD DDDRDIHATBL

WELL LOCATION PLAT INora Grid AJ-73)COMPANY Ener Vest Oaeratlna. LLC WELL NAME OR NUMBER Havel 78

TRACT NO, IEAGE NC 243344L OUAD HANDLE Proter

DISTRICT Prater

WELL COORDINATES (VIROINIA STATE PLANE 88) N 3.606.022.71 6 10.400.422.54ELEVATION 1,427.47 METHOD USED TO DETERMINE ELEVATION: GPG 0 TRIG.

COUIHY Buchanan SCALE: I 400'ATE Dl-12-16THIS PLAT IS A NEW PLAT ~; ANUPDATEOPLAT; ORAFINALLCCATICNPLAT

DENOTES THE LOCATION OF A WELL ON UNITED STATES TOPOORAPHIC MAP, SCALE 1 TO 24,000,+ LATITUDE AND LONOITUDE LEIES REINS REPREBENTEO SY DEll LINES SHOWN.

1We.leFane eeaer0 7lane lee ( e i' BED LAND SURVEYOR

rExhibit A

(AFFrx SEAL)

Page Number 8.

VGOS-18-0220-4163 gP,0000937

EXHIBIT Pi:fProperty Ownership Inforntstion for Well 8 Hsysi 76

O2

LEASS NO. 246844LFURL NEWBERRY224280 ACRESHEARTWOOD FORESTiAND FUND IV, LP. -SuHaosAGIN LLC -ooalPARAMONT CONTURA, LLO ~ coal lesseeWBRD LLC - ooalDICKENSONGUSSEU. CON TURA, LM- ocul lossesENERVEST ENERGY INSTITUTIONAL FUND XIV A, LP.,ENERVE0T ENERGY IN8TITUTloNAL FUND xlvu)t, Lp. 8ENERVEST ENERGY INSTITUTIONAL FUND MV-WIC, LP-sS, Ses (chm)

GA8 21.68AC. MLSS 1(

T242A.B. Nlohols, otal.208S.22ACRESHEARTWOOD FORESTLAND FUND IV, L,P.-SurfaoeAGIN LLC.ooslPARAMONT CON TORA, LLC - coal lesseeWSRD LLC. coalDICKENBON-RUSSELL CONTURA, LLC - coal lesseeOIL, GAS 8OBM PARTIALLY LEASEOrJOHN M. LAMIE, ESG.,TRUSTEE FOR THE YELLOWPOPLAR LUMBER COMPANY -1(2 Interest (unlas sod)ENERVEST ENERGY INSTITUTIONAL FUND XIV A, UP.,ENERVEST ENERGY NISTITURONAL FUND XIV4(t.LP.8SIERVEST ENERGY INSTITUTIONAL FUND XIV-WIC. LP - 1(4 InterestWEYERH*EUSER COMPANY-1/4 interest (Lease No. 1000SSSS)OAS 6.84 AC. 11.81st

LEASE NO. 460220006N.B, DOTSON04.8T ACRESACIN LLC - coalPARAMONT OONTURA. LLO- coal lesseeWBRD LLC - ooslDICKEN8ON.RUSSEI.L CONTURA, LLC. coal lossesENERVEST ENERGY INSTITUTIONAL FUND XIVJ(, LP.,ENERVEST ENERGY INSTITUTIONAL FUND XIV4(t, LJL 8ENERVEST ENERGY IN8TITUYIONAL FUND XIV.WIC, LP- o0 (ourn)GAS 80.24AO. 612MH

04LEASE NO. 480220006J,E.Arrlr!Stofl166.06ACRESAGIN LLD. ooalPARAMONT CONTURA, LLC -coal lesseeWSRD LLC -ooalDIOKENSON.RUSSELL CONTURA, LLC. cool lessonENERVEST ENERGY INSTITUTIONAL FUND XIV4(, L.P.,ENERVEST ENERGY INSTITUTIONAL FUND XIV4(1.L P. 8ENERVEST ENERGY INSTITUTIONAL FUND XIV WIC, LP- oS (chm)GAS 0.14AO, 0.24(I

+ogP,ILLTH PPs~o+

HILLIP M. SLIC. No. 15

Page Number 9.

Exhibit "B"Haysl-76

VG0 8-16-0220-4163

i800009~7

Tract LessorInterest Within Gross Acreage

Lease Status Unit in Unit

Coal Estate Only

1 Tax lD - Minerals Only

EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIG, L,P.Attn: Jim McKinney

408 West Main StreetAbingdon, VA 24210

Owner 36.93000000 21.68000000

2 EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIC, L.P.Attn; Jim McKinney

408 West Main StreetAbingdon, VA 24210Tax ID - Minerals Only

3 EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIC, L.P.Attn: Jim McKinney

408 West Main StreetAbingdon, VA 24210Tax ID - Minerals Only

4 EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIG, L.P.Attn: Jim McKlnney

40S West Main StreetAbingdon, VA 24210Tax lD - Minerals On/y

Owner

Owner

Owner

11.31000000 6.64000000

51.52000000 30.24000000

0.24000000 0.14000000

TOTAL COAL ESTATE 100.00000000 58.70000000

Percentage of Unit LeasedPercentage of Unit Unlessed

Acreage in Unit LeasedAcreage in Unit Unleased

100.000000000.00000000

%.T00000000.00000000

Page 1 of 1

Page Number 10.

Tract Lessor

Exhibit "B"Haysi-76

VGOB-16-0220-41 63

Lease Status

Gas Estate Only

gP,000093'7

Interest Within Gross AcreageUnit in Unit

1 EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIC, L.P.Attn: Jim McKinney408 West Main StreetAbingdon, VA 24210Tax ID - Minerals Only

2 Tax ID - Minerals OnlyJohn M Lamia, Esq

Trustee For Yellow Poplar Lumber CompanyPO Box 519Abingdon, Va 24212

Weyerhseuser CompanyPO Box 101700Atlanta, Ga 30392

EnerVest Energy institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIC, L.P.Attn: Jim McKinney408 West Main StreetAbingdon, VA 24210

Tract 2 Totals

3 EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIC, L.P.Attn: Jim McKinney408 West Main StreetAblngdon, VA 24210Tax ID - Minerals Only

4 EnerVest Energy Institutional Fund XIV-A, L.P.& EnerVest Energy Institutional Fund XIV-WIC, L.P,Attn: Jim McKinney408 West Main StreetAbingdon, VA 24210Tax lD - Minerals Only

Owner

Unleased

Leased

Owner

Owner

Owner

36.93000000 2'i.68000000

5,65500000 3.32000000

2.82750000 1.66000000

2.82750000 1,66000000

11.31000000 6.64000000

51.52000000 30,24000000

0.24000000 0.14000000

TOTAL GAS ESTATE 100.00000000 58.70000000

Percentage of Unit LeasedPercentage of Unit Unleased

Acreage in Unit LeasedAcreage in Unit Unleased

94.345000005.65500000

55.380000003.32000000

Page1 of1

Page Number I I.

Exhibit '"8-3"Haysi-76

VGOB-16-0220-4163 f80000~~~

Tract Lessorinterest Within Gross Acreage

Lease Status Unit in Unit

Gas Estate Only

2 Tax/D-Minerals Only

John M Lamie, EsqTrustee For Yellow Poplar Lumber Company

PO Box 519Abingdon, Va 24212

TOTAL GAS ESTATE

Unleased 5,55500000 3.32000000

5,55500000 3.32000000

iNDTRDNFNi l800009.7REDDRDED 'll'! THE 01 ER'('8 I'IFFTDE DF

DIDLHANAN 0LiL'hT",I..'.R"LITT,DLIRT Dl«

Ndy «0. 2018 AT ll:88 AN

HEI)ERLT 8. T!LLER r !DLERI(

RrEDDRDED RY.l'iJAH

Page 1 of 1

Page Number 12.