6714-5Sshall bear 50% of the total well costs, subject to adjustment by a Final Order to issue in such Cause CD No. 201705905-T; or ALLOCATED Completed for Production Costs are $4,825,147.50

BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA

APPLICANT: NEWFIELD EXPLORATION MID- )CONTINENT INC. )

)RELIEF SOUGHT: POOLING ) CAUSE CD NO. 201705907-T

)LEGAL DESCRIPTION: SECTION 3, TOWNSHIP 7 NORTH, )

RANGE 5 WEST, GRADY COUNTY, )OKLAHOMA ) ORDER NO.

ORDER OF THE COMMISSION

6714-5S

1. Hearing Date and Place: 8:30 a.m., October 25, 2017, Kerr State Office Building,440 S. Houston, Tulsa, OK 74127.

2. Appearances: RICHARD J. GORE, Attorney, appeared for Applicant;ROBERT D. GRAY, Attorney, appeared for Ward Petroleum Corporation; WEP Operating OK,LLC and Camino Natural Resources, LLC; and ROBERT A. MILLER, Attorney, appeared forMarathon Oil Company.

3. Notice and Jurisdiction: Notice has been given as required and the Commissionhas jurisdiction of the subject and persons. The Commission has conducted a judicial inquiryinto the sufficiency of Applicant's search to determine the names and whereabouts ofrespondents served herein by publication, and based on the evidence adduced, the Commissionfinds that Applicant, the owner of oil and gas leasehold interests within the lands described in thecaption hereof, has exercised due diligence and has conducted a meaningful search of allreasonably available sources at hand. The Commission approves the publication service givenherein as meeting statutory requirements and the minimum standards of state and federal dueprocess so that notice has been given in all respects as required by law and by the rules of theCommission.

4. Amendment: This application was orally amended to dismiss the Respondentsindicated as Dismissed on Exhibit "A" attached hereto.

5. Relief Requested: To pool and adjudicate the rights and equities of the ownersnamed on Exhibit "A" in the Mississippian and Woodford common sources of supply underlyingSection 3, Township 7 North, Range 5 West, Grady County, Oklahoma, and to designateApplicant or some other party as Operator.

6. Relief Granted: The requested relief is granted and the rights and equities of allowners named in Exhibit "A" attached hereto are hereby pooled, adjudicated, and determined inthe lands described in the caption hereof for the common sources of supply as indicated:

Common Sources of Supply Size of Unit Order No.Mississippian 640-Acre Horizontal 670375Woodford 640-Acre Horizontal 670375

Applicant's witness testified that the initial well will be a Woodford well and that futurehorizontal wells in the unit are anticipated. The Mississippian formation is an Adjacent

Application of Newfield Exploration Mid-Continent Inc.Cause CD No. 201705907-TOrder of the CommissionPage 2 of 15

Common Source of Supply. Also, Applicant will proceed with diligence to develop all thecommon sources of supply named herein, as the Mississippian formation is located above theWoodford, will be penetrated and possibly fracked into by the horizontal Woodford well andvaluable information regarding these formations can be obtained to assist in future developmentof said common sources of supply. Further, the bonus values testified to are based upon oil andgas leases taken which cover both of the pooled formations as well as other formations.Therefore, as set forth in the Application filed herein, Applicant believes that it is appropriatethat this pooling order treat both of the said common sources of supply as an aggregate.

Said owners named in Exhibit "A", attached hereto, are afforded the following electionswhich said owners may make with all or any part of their interest; however, said owners mustmake their elections within 20 days from the date of this order. That the Commission shall retainjurisdiction to determine the reasonableness and necessity of the drilling, completion andoperation costs to develop the unit and wells covered hereby.

6.1 Participate: To participate in the development of the unit and commonsources of supply by agreeing to pay such owner's proportionate part of the actual developmentand operation costs of the initial well covered hereby, which costs shall include a reasonablemonthly charge for overhead which may be changed from time to time at the option of Operator,but shall not exceed what is reasonable, and by paying, as set out below, to Operator suchowner's proportionate part of the estimated completed for production cost thereof, or by securingor furnishing security in addition to the election to participate for such payment satisfactory tothe Operator, within 25 days from the date of this order, as follows:

Completed for production*Completed as a dry hole

$9,650,295.00$3,400,000.00

*Per Multiunit Horizontal Well Interim Order to issue in Cause CD No. 201705905-T, Section 3shall bear 50% of the total well costs, subject to adjustment by a Final Order to issue in suchCause CD No. 201705905-T; or ALLOCATED Completed for Production Costs are$4,825,147.50.

However, in the event an owner elects to participate in said well he thereby agrees to payhis proportionate part of the actual costs thereof and if he fails or refuses to pay or to secure thepayment of such owner's proportionate part of the completed for production cost as set forthherein, or fails or refuses to pay or furnish security satisfactory to the Operator for the paymentthereof, all within the periods of time as prescribed in this order then, at operator's option, ownershall be deemed to have elected to accept the highest cash bonus plus overriding or excessroyalty, as provided in Paragraph 6.2 below. Thereupon, the payment of such cash bonus shall bemade by Operator within 35 days after the last day on which such defaulting owner, under thisorder, should have paid his proportionate part of such costs or should have made satisfactoryarrangements for the payment thereof with Operator and upon receipt of a signed IRS Form W-9.

6.2 Cash Consideration of $4,800.00 Per Acre and 1/8 Total Royalty -Unit Interest: To accept $4,800.00 per acre as a fair, reasonable, and equitable bonus to bepaid unto each owner who elects not to participate in said well by paying such owner's


proportionate part of the cost thereof, such cash bonus to be paid by Operator within the later of35 days from the date of this order or upon receipt of a signed IRS Form W-9 and when so paidshall be satisfaction in full for all rights and interests of such owner in the wells, unit andcommon sources of supply covered hereby, except for any normal 1/8 royalty interest, as definedin 52 Okla. Stat. § 87.1(e). Provided, however, that if any owner's interest has burdens thatexceed the normal 1/8 royalty interest, then, in that event, such owner shall be deemed to haveaccepted the option provided in Paragraph 6.3 below. Further, any party electing to acceptthe consideration set forth in this paragraph must be able to deliver on the date electionsare due an 87.5% net revenue interest.

6.3 Cash Consideration of $4,650.00 Per Acre and 3/16 Total Rovalty -Unit Interest: To accept $4,650.00 per acre plus an overriding royalty or excess royalty of1/16 x 8/8 as a fair, reasonable, and equitable bonus to be paid unto each owner who elects not toparticipate in said well by paying such owner's proportionate part of the cost thereof; such cashbonus to be paid by Operator within the later of 35 days from the date of this Order or uponreceipt of a signed IRS Form W-9 and when so paid shall be satisfaction in full for all rights andinterests of such owner in the wells, unit and common sources of supply covered hereby, exceptfor any normal 1/8 royalty interest, as defined in 52 Okla. Stat. § 87.1(e); provided, however, inthe event any owner's interest is subject to a royalty, overriding royalty, or other burdenon production in excess of the normal 1/8 royalty as defined herein, then such excessroyalty, overriding royalty, or other burden shall be charged against the 1/16 x 8/8overriding or excess royalty as herein set forth, and the same shall be reduced by theamount of any such excess, and further provided that in the event the oil and gas interest of anyowner is subject to any royalty, overriding royalty or other payments out of production whichcreate a burden on such interest in excess of the normal 1/8 royalty, plus overriding royalty orexcess royalty provided in this paragraph, then in that event, such owner shall be deemed to haveaccepted the option provided in Paragraph 6.4 below. Further, any party electing to acceptthe consideration set forth in this paragraph must be able to deliver on the date electionsare due an 81.25% net revenue interest.

6.4 Cash Consideration of $4,250.00 Per Acre and 1/5 Total Royalty -Unit Interest: To accept $4,250.00 per acre plus an overriding royalty or excess royalty of7.5% x 8/8 as a fair, reasonable, and equitable bonus to be paid unto each owner who elects notto participate in said well by paying such owner's proportionate part of the cost thereof; suchcash bonus to be paid within the later of 35 days from the date of this order or upon receipt of asigned IRS Form W-9 and when so paid shall be satisfaction in full for all rights and interests ofsuch owner in the wells, unit and common sources of supply covered hereby, except for anynormal 1/8 royalty interest, as defined in 52 Okla. Stat. § 87.1(e); provided, however, in theevent any owner's interest is subject to a royalty, overriding royalty, or other burden onproduction in excess of the normal 1/8 royalty as defined herein, then, such excess royalty,overriding royalty, or other burden shall be charged against the 7.5% x 8/8 overriding orexcess royalty as herein set forth, and the same shall be reduced by the amount of any suchexcess, and further provided that in the event the oil and gas interest of any owner is subject toany royalty, overriding royalty or other payments out of production which create a burden onsuch interest in excess of the normal 1/8 royalty, plus overriding royalty or excess royaltyprovided in this paragraph, then in that event, such owner shall be deemed to have accepted the

Application of Newfield Exploration Mid-Continent lnc.Cause CD No. 201705907-TOrder of the CommissionPage 4 of 15

option provided in Paragraph 6.5 below. Further, any party electing to accept theconsideration set forth in this paragraph must be able to deliver on the date elections aredue an 80.00% net revenue interest.

6.5 Cash Consideration of $1,000.00 Per Acre and 22.5% Total Royalty -Unit Interest: To accept $1,000.00 per acre plus an overriding or excess royalty of 10.0% x8/8 as a fair, reasonable, and equitable bonus to be paid unto each owner who elects not toparticipate in said well by paying such owner's proportionate part of the cost thereof; suchoverriding or excess royalty shall be satisfaction in full for all rights and interests of such ownerin the wells, unit and common sources of supply covered hereby, except for any normal 1/8royalty interest, as defined in 52 Okla. Stat. § 87.1(e); provided, however, in the event anyowner's interest is subject to a royalty, overriding royalty, or other burden on productionin excess of the normal 1/8 royalty as defined herein, then, such excess royalty, overridingroyalty or other burden shall be charged against the 10.0% x 8/8 overriding royalty orexcess royalty as herein set forth, and the same shall be reduced by the amount of any suchexcess, and further provided that if an owner's interest has burdens that exceed the normal 1/8royalty plus overriding royalty or excess royalty provided in this paragraph, then in that event,such owner shall be deemed to have accepted the option provided in Paragraph 6.6 below.Further, any party electing to accept the consideration set forth in this paragraph must beable to deliver on the date elections are due a 77.5% net revenue interest.

6.6 No Cash Consideration Per Acre and 1/4 Total Royalty - UnitInterest: To accept no cash and an overriding or excess royalty of 1/8 of 8/8 as a fair,reasonable, and equitable bonus to be paid unto each owner who elects not to participate in saidwell by paying such owner's proportionate part of the cost thereof; such overriding or excessroyalty shall be satisfaction in full for all rights and interests of such owner in the wells, unit andcommon sources of supply covered hereby, except for any normal 1/8 royalty interest, as definedin 52 Okla. Stat. § 87.1(e); provided, however, in the event any owner's interest is subject toa royalty, overriding royalty, or other burden on production in excess of the normal 1/8royalty as defined herein, then, such excess royalty, overriding royalty or other burdenshall be charged against the 1/8 x 8/8 overriding royalty or excess royalty as herein setforth, and the same shall be reduced by the amount of any such excess.

6.7 Allocation of Bonus: It was the expert land testimony that current fairmarket value for all common sources of supply named in Paragraph 6 is $4,800 per acre bonusplus 1/8 royalty, $4,650 per acre bonus plus 3/16 royalty, $4,250 per acre bonus plus 1/5 royalty,$1,000 per acre bonus plus 22.5% royalty or No Cash and 1/4 royalty. It was the furthertestimony based on both land and engineering that such bonuses should be allocated as follows:

Common Source of Supply Allocation Mississippian 52%Woodford 48%

6.8 RIGHT TO DEFERRED ELECTION AS TO ADJACENTCOMMON SOURCE OF SUPPLY: Per Interim Order to issue in Cause CD No. 201705905-T, Applicant's initial well is to be a multiunit horizontal well targeted to the Woodford commonsource of supply; the Mississippian is an adjacent common source of supply. Any Respondent


herein has the right to request a deferred, separate election as to the Adjacent Mississippian common source of supply, with such requested, deferred election to be included with suchRespondent's initial, written election due within 20 days from the date of this Order, inaccordance with the provisions of Paragraph 6 herein. Such separate, deferred election shall bemade in accordance with the provisions of Paragraph 12.2 herein, at the time that a subsequentwell is proposed which is targeted to the Mississippian common source of supply. FAILUREOF A RESPONDENT TO TIMELY ELECT TO PARTICIPATE IN THE INITIALWELL AS SET FORTH IN PARAGRAPH 6.1 HEREIN, OR FAILURE OF ARESPONDENT TO TIMELY ELECT TO DEFER SUCH RESPONDENT'S ELECTIONAS TO THE ADJACENT MISSISSIPPIAN COMMON SOURCE OF SUPPLY, SHALLRESULT IN SUCH RESPONDENT BEING DEEMED TO HAVE ELECTED THEALLOCATED CASH BONUS AND ROYALTY SET FOR SUCH ADJACENTMISSISSIPPIAN COMMON SOURCE OF SUPPLY, AS IS APPLICABLE TO THEOPTION IN PARAGRAPH 6 ELECTED, OR DEEMED TO BE ELECTED, BY SUCHRESPONDENT.

7. Failure to Elect: In the event any owner fails to elect within the time and in themanner as set out above which of the alternatives set forth in Paragraph 6 above, any such owneraccepts, then such owner shall be deemed to have accepted the highest cash bonus and lowestroyalty for which such owner qualifies. In the event any owner elects to do other than participatein said well or fails to make an election provided above, such owner shall be deemed to haverelinquished unto Operator all of such owner's right, title, interest, or claim in and to the wells,unit and common sources of supply, except for any normal 1/8 royalty interest, and other share inproduction to which such owner may be entitled by reason of any election hereunder.

8. Operator: Newfield Exploration Mid-Continent Inc.24 Waterway Avenue, Suite 900The Woodlands, Texas 77380ATTN: LAND DEPARTMENT

An owner of the right to drill in said drilling and spacing unit is designated Operator of the unitwell and common source of supply covered hereby and all elections required in Paragraph 6hereof shall be communicated to said Operator in writing at the address above as required in thisorder. All written elections must be mailed and postmarked within the election period set forthin Paragraph 6. That said Operator has a current plugging bond or financial statement on filewith the Corporation Commission.

9. Commencement of Operations: That Operator has commenced operations for thedrilling or other operations with respect to the initial well covered hereby and shall diligentlyprosecute the same to completion in a reasonably prudent manner, or this order shall be of noforce and effect, except as to the payment of bonus. If any payment of bonus, royalty paymentsor other payments due and owing under this order cannot be made because the person entitledthereto cannot be located or is unknown, then said bonus, royalty payments or other paymentsshall be paid into an escrow account within 90 days after this order and shall not be commingledwith any funds of Applicant or Operator. Provided, however, that the Commission shall retainjurisdiction to grant to financially solid and stable holders an exception to the requirement that


such funds be paid into an escrow account with a financial institution and permit such holder toescrow such funds within such holder's organization. Responsibility for filing reports with theCommission as required by law and Commission rule as to bonus, royalty or other paymentsescrowed hereunder shall be with the applicable holder. Such escrowed funds shall be held forthe exclusive use of, and sole benefit of, the person entitled thereto. It shall be the responsibilityof the Operator to notify all other holders of this provision and of the Commission rulesregarding unclaimed monies under pooling orders. If any payment of bonus due and owingunder this order cannot be made for any other reason, then such bonus shall be paid into anescrow account and shall not be commingled with any funds of the Applicant or Operator. Anyroyalty payment or other payments due to such person shall be paid into an escrow account bythe holder of such funds.

10. Operator's Lien: That Operator, pursuant to 52 Okla. Stat. § 87.1(e) and inaddition to any other rights provided herein, shall have a lien on the leasehold estate and theshare of production from the unit pooled hereby of any owner subject to the terms of this orderwho has elected to participate in the initial well covered hereby. Such lien shall secure thepayment of the participant's proportionate share of all costs incurred in the development andoperation of the unit.

11. Special Finding: That Applicant exercised due diligence to locate each of therespondents subject to this Application and that a bona fide effort was made to reach anagreement with each respondent and that Applicant has not agreed with all such respondents insuch drilling and spacing unit to pool their interests and to develop the drilling and spacing unitand common source of supply as a unit; that Applicant has proposed the drilling of the initialwell on said unit and to develop said common source of supply; that the Operator, hereinabovenamed, is an owner of the right to drill on said drilling and spacing unit and to develop andproduce said common source of supply.

12. Special Provisions:

12.1 Non-participants: The granting of the relief requested by Applicant shallinclude the intent of Applicant to pool and adjudicate the rights and equities of the owners in thetract described herein as to those separate common sources of supply set forth above to be testedby the proposed well on a unit basis and not on a borehole basis for any wells drilled as to therespective separate common source of supply cited herein. That the election not to participate asa working interest in the proposed initial unit well shall operate to foreclose the interests of therespondents as to elections to participate in any subsequent well that may at some future time bedrilled within the subject unit pursuant to this order; and that the initial election made byrespondents herein shall be binding as to the respondents, their assigns, heirs, representatives,agents, or estate for the first and all subsequent wells drilled pursuant to this order.

12.2 Participation in Subsequent Wells: As to any common source of supplyset forth in Paragraph 6, only those owners who participate ("Participants") both in the initialwell and any subsequent well drilled to such common source of supply hereunder can participatein subsequent wells drilled on the drilling and spacing unit covered hereby targeted to suchcommon source of supply. Owners electing or deemed to have elected in the initial well any


option contained herein other than participation shall receive no cash consideration forsubsequent wells targeted to the same common source of supply, but shall receive for subsequentwells the same excess royalty, if any, initially elected. If Operator herein, ("ProposingParty") proposes the drilling of a subsequent well it shall notify those owners who elected toparticipate in the prior well, and shall notify those owners who have a deferred election as to thecommon source of supply targeted in such subsequent well, of its intent to drill a subsequent wellto a specified, targeted common source of supply, and said owners will have 20 days from thereceipt of said notice to elect whether to participate in said subsequent well or accept the optionset forth in one of the non-participation options set forth in Para2raph 6 herein, with bonusallocated to the tarzeted common source of supply as specified in Parazraph 6.8, herein. Thenotice provided by the Proposing Party shall be by e-mail, facsimile or by certified mail and shallinclude the approximate location, depth and an AFE containing the proposed costs of thesubsequent well, and owners electing to participate must pay to the Operator or furnish securitysatisfactory to Operator for their proportionate share of said costs within 25 days from thereceipt of notice from the Proposing Party. Those owners failing to elect within the periodprovided or those owners electing to participate but failing to pay within the period providedshall be deemed to have elected not to participate in the subsequent well and shall be deemed tohave elected the option set forth in Paragraph 6.2 herein, as to the targeted common source ofsupply subject to the allocation provisions of Paragraph 6.8. Any bonus due hereunder will bepaid within 35 days of the receipt of notice from the Proposing Party or upon receipt of anexecuted IRS form W-9 by the Proposing Party, whichever is later. Any such proposal shallexpire 180 days after the date thereof if operations for the drilling of the well proposed therebyhave not commenced, and all parties shall be in the same position as if no subsequent well hadbeen proposed. Any time an owner elects or is deemed to have elected not to participate in atimely-drilled subsequent well, then that owner shall not be allowed to participate in future wellsdrilled under the terms of this order to the targeted common source of supply. That locationexception, density or other regulatory authority must be obtained, if necessary for the drilling ofthe subsequent well, before a valid proposal can be made. If the Operator hereunder elects toparticipate in subsequent operations with any part of its interest, there shall be no change ofoperator hereunder. The Oklahoma Corporation Commission shall retain jurisdiction todetermine the reasonableness of the drilling and completion costs proposed by Applicant forsubsequent wells.

The term "subsequent well" for purposes of this paragraph shall not be deemed to includeany side-tracking or other operation with respect to the initial unit well, or any subsequent well,and shall not be deemed to be any well that is drilled as a replacement or substitute well for theinitial unit well or any subsequent well covered hereby, by virtue of any mechanical or otherproblems arising directly in connection with the drilling, completing, equipping or producing ofthe initial unit well or any subsequent well, and no party subject to this order shall have the rightto make any subsequent elections as to any such side-tracking, replacement, or substitute well.

13. Filing of Affidavit: That Applicant or its Attorney shall file with the Secretary ofthe Commission, within 10 days from the date of this order, an Affidavit stating that a copy ofsaid order was mailed within 3 days from the date of this order to all parties pooled by this order,whose addresses are known.

REVIEWER


14. Conclusion: The relief requested is necessary to prevent or to assist in preventingthe various types of waste of oil or gas prohibited by statute, or any of said wastes, and to protector assist in protecting the correlative rights of interested parties. Such requested relief, as setforth above, should be granted and IT IS SO ORDERED.

DONE AND PERFORMED ON THI

ER OF THE COMMISSION:

OP

PEGGY f LL, Commission Secretary

ORATION COM SSION OF OKLAHOMA

J. %DD/HIE T, Vi irman

BOB ANTHONY, Commissio er

DAY OF DECEMBER, 2017.

REPORT OF THE ADMINISTRATIVE LAW JUDGE

The foregoihg Findings and Order are the Report and Recommendation of the AdministrativeLaw Judge.

/

IS M. JO SAdmini• rative Law Ju ge

Date2

i7rt P‘a Date

APPROVED:

Fa%RICHARD J. RE, OBA #3479Attomey for Applicant48766710

Application of Newfield Exploration Mid-Continent lnc.Cause CD No. 201705907-TOrder of the CommissionPage 9 of 15

EXHIBIT "A"CAUSE CD NO. 201705907-T

AS OF 10/25/17NEWFIELD EXPLORATION MID-CONTINENT INC., POOLING RESPONDENT LIST

DAVIS 1H-34X WELL, SECTION 3, TOWNSHIP 7 NORTH, RANGE 5 WEST, GRADY COUNTY,OKLAHOMA

1. Allen Energy Investments, LLCPO Box 1188Spring Branch, TX 78070

2. Bank of America, N.A., Trustee, successor toBoatman's Trust Company, as Trustee of theWinifred Witwer Edwards Trust, under TrustAgreement effective February 1st, 1994P.O. Box 830308Dallas, TX 75283

3. Witwer Oil and Gas Trustc/o John C. Harrington406 S. Boulder, Suite 400Tulsa, OK 74103

4. Barbour Energy Corporation3111 Quail Springs ParkwayOklahoma City, OK 73134

5. UNLOCATABLEBetty L. Collier and Merlin A. Collier, as Co-Trustees under The Betty L. Collier TrustAgreement dated May 30, 1990c/o Kathryn Collier Vail1340 Ashland AvenueWilmette, IL 60091

6. UNLOCATABLECarl Greenec/o Marion GreeneP.O. Box 1201Chickasha, OK 73023

7. Carole J. Drake, LLCP. O. Box 18466Oklahoma City, OK 73154

8. Citation 2004 Investment Limited Partnershipsuccessor to Noble Energy, Inc. a/k/a SamedanOil Corporation14077 Cutten Rd.Houston, TX 77069-2212

9. Cole Energy Corp.c/o Barbour Energy CorporationPO Box 13480Oklahoma City, OK 73113

10. Continental Resources, Inc.P.O. Box 269091Oklahoma City, OK 73126

11. Cripple Creek Energy, Inc.c/o Kevan Marsh10421 Katy Line DriveYukon, OK 73099

12. Devon Energy Corporation, as successor toSeagull Midcon, Inc.333 West Sheridan Ave.Oklahoma City, OK 73102

13. Dillon Oil & Gas, LLC7400 E. Orchard Road, Suite 106-5Greenwood Village, CO 80111

14. Drake-Gungoll Enterprises, A.L.P.P. 0. Box 18466Oklahoma City, OK 73154

15. Echo Minerals II, LLC3817 NW Expressway, Suite 840Oklahoma City, OK 73112

16. F E & I, Inc.10432 E. HefnerJones, OK 73049

17. Flying H Partnership2726 Bissonnet St., Suite 240-345Houston, TX 77005

18. DISMISSEDGail Darlene Bearden14959 Lemay StreetVan Nuys, CA 91405

19. Giles Energy, Inc.5902 Corinthian Park DriveSpring, TX 77379


20. Grannis West, LLC6608 N. Western Ave. #331Oklahoma City, OK 73116

21. Guaranty Income Life Insurance CompanyP.O. Box 2231Baton Rouge, LA 70821

22. Hemisphere Properties Corporation14760 Memorial Drive, Suite 204Houston, TX 77079

23. Holton Resources, LtdP. O. Box 667Perryton, TX 79070

24. Jesse A. Bowden and Tina Marie Bowden2610 S. 37th Ave.Yakima, WA 98903

25. Johnnie Crutchfield1909 Melody LaneArdmore, OK 73401

26. K & F Exploration, Inc.c/o Barbour Energy CorporationPO Box 13480Oklahoma City, OK 73113

27. Katherine Lundberg Lankford15501 E. 410 RoadClaremore, OK 74017

28. Katheryn C. Vail Trust1340 Ashland Ave.Wilmette, Ill 60091

29. L.P. LairdP.O. Box 1403Chickasha, OK 73023

30. Lang Properties Limited Partnership45 Broadriver RoadOrmond Beach, FL 32174

31. Mac Farlane Company - USA, L.L.C. apparentsuccessor to MacFarlane Company166 N. WashingtonEl Dorado, AR 71730

32. Marathon Oil Company7301 NW Expressway, Suite 225Oklahoma City, OK 73132

33. Mitchell Ehrlich Oil & Gas, LLCP. 0. Box 1258Perryton, TX 79070

34. Pamela C. Floyd, Trustee of the Pamela C.Floyd Trust30 Carriage Creek WayOrmond Beach, FL 32174

35. UNLOCATABLEPeek Petroleum Companyc/o T. Wendell Peek907 N. 2"d Ave.Stroud, OK 74079

36. Petroleum Growth Fund-2003-Ltd.550 Amber StreetAbilene, TX 79601

37. PetrVen, Inc.5949 Sherry Lane, Suite 835Dallas, TX 75225

38. R.B. Holton, Inc.P. 0. Box 667Perryton, TX 79070

39. DISMISSEDRandy Nicholson280 Handley Court, Apt. BTyrone, GA 30290

40. Robert W. Gaddis8805 E. 91" St.Tulsa, OK 74133

41. Robert Wylie Barbourc/o Robert W. Barbour, Jr.14207 W. 74th TerraceShawnee, KS 66216

42. Rod W. Ylitalo3310 Barn Swallow RoadEnid, OK 73703


43. Royalty Acquisitions, LLLP1424 Larimer Street, Suite 208Denver, CO 80202

44. Rupe Oil Company, Inc.P. O. Box 783010Wichita, KS 67278

45. Sandra Stewart Lundberg5711 Spring Bluff DriveCrestwood, KY 40014

46. Scoop I LPPO Box 779Oklahoma City, OK 73101

47. Southern Resources4509 N. Classen Blvd., Suite 201Oklahoma City, OK 73118

48. TCR Energy, Inc.c/o Thomas R. Chitwood1219 E. 27th PlaceTulsa, OK 74114

49. Teresa I. Dallas3601 W. Simmons RoadEdmond, OK 73034

55. Vrooman Consulting, Inc.109 Charleston BoulvardIsle of Palms, SC 29451

56. Vrooman Energy, LLC10510 S. Kingston Ave.Tulsa, OK 74137

57. W & L lnvestments Corp.c/o Barbour Energy CorporationPO Box 13480Oklahoma City, OK 73113

58. W. J. Soohy, deceasedprobably s/p/a W. J. Scohy, deceasedc/o Jennifer Rydwelski1301 Monmouth Ave.Naperville, IL 60556

59. WEP Operating OK, LLC14000 Quail Springs Parkway, Suite 5000Oklahoma City, OK 73134

60. William A. Collier2210 Woodford Green Dr.Kingwood, TX 75075

61. William James Ball, Jr.50. The Otis C. and Bonita C. Shearer Revocable c/o Yates Holding, LLP

Trust P.O. Box 1394c/o Otis C. Shearer, Trustee Artesia, NM 88211-1394P. 0. Box 520Booker, TX 79005 62. William S. Murphy, Jr.

3623 NW 36TH ST51. Thomas Family Limited Partnership Oklahoma City, OK 73112-6320

P. O. Box 80123Phoenix, AZ 85060 RESPONDENTS LISTED FOR

CURATIVE PURPOSES52. TKM Resources, LLC

1775 Sherman Street, Suite 2990Denver, CO 80203

53. Todco Properties, Inc.1818 W. Lindsey Ave., Suite A102Norman, OK 73069

54. Todd A. Collier3508 Robin RoadPlano, TX 75075

63. CURATIVEApache Corporation successor in interest toCordillera Energy Partners II, LLC2000 Post Oak Blvd, Suite 100Houston, TX 77056-4400


64. CURATIVEArthur Y. Berry 111, Trustee of the Arthur Y.Berry III Living Trust under Declaration ofRevocable Trust dated the Ilth day ofDecember, 2002637 Schulte RoadNew Blaine, AR 72851

65. CURATIVEBarbara Sue Scohy Andreat and John Andreat,deceased, and their heirs, successors andassignsc/o Jennifer Rydwelski1301 Monmouth Ave.Naperville, IL 60556

66. CURATIVEChesapeake Exploration, L.L.C.PO Box 18496Oklahoma City, OK 73154-0496

67. CURATIVEDorothy B. Moore, deceased, and her heirs,successors and assignsc/o Fred E. PacePO Box 1447Glenpool, OK 74033

68. CURATIVEElva Fleming, deceased, and her heirs,successors and assignsc/o Mary Sue Rice1522 Diamond Wall DriveBirthoud, CO 80513

69. CURATIVEEthel DeArmond, a/k/a Ethel DeArmondHoke, deceased, and her heirs, successors andassignsc/o Margaret DeArmond Frye2529 Hawthorne Hill Rd NERochester, MN 55906

70. CURATIVEHarry G. Newman, deceased, and his heirs,successors and assigns individually and astrustee of the Harry G. Newman TestamentaryTrustc/o Robert C Newman950 Woodland Pass S.E.Smyrna, GA 30082-4118

71. CURATIVEHarve Loomis, deceased, and his heirs,successors and assignsc/o Mary Sue Rice1522 Diamond Wall DriveBirthoud, CO 80513

72. CURATIVEIrene Westlin and Michael Westlin, deceased,and their heirs, successors and assignsc/o Susan Westlin687 N. Signal DrivePomona, CA 91767

73. CURATIVEJack Curtis Fenimore, deceased and his heirs,successors and assignsc/o Winnie Mae Fenimore611 S. ClevelandEnid, OK 73703

74. CURATIVEJames Whiteside, deceased and his heirs,successors and assignsc/o Michael Whiteside2920 Ennis Ave.Fort Worth, TX 76111

75. CURATIVEJudith Ann Moore, deceased and her heirs,successors and assignsc/o Kimberly Hawkenson7110 Windwillow CtCorpus Christi, TX 78414

76. CURATIVEJune S. Martin, Successor Trustee of the Karland June Martin Revocable Trust dated June25, 1984P.O. Box 3688Tulsa, OK 74101-3688


77. CURATIVELinn Energy Holdings, LLC successor toGladstone Royalties, LLC successor by mergerto BBX Oil Corporation14701 Hertz Quail Springs ParkwayOklahoma City, OK 73134

78. CURATIVELouis James Novotny, Jr. and Misty L.Novotny335753 E. 998 RoadMeeker, OK 74855

79. CURATIVELouise Ryan, deceasedc/o Daniel J. Ryan10976 N. 400 W.Wheatfield, IN 46392

80. CURATIVEMartin Oil, L.L.C., The Trust Company ofOklahoma, AgentPO Box 3627Tulsa, OK 74101

81. CURATIVERobert E. Kershaw Royalty Company, Inc.P.O. Box 327Skyland, NC 28776

82. CURATIVEThe Estate of William Herbert Bernstein, akaWilliam H. Bernstein, deceased1909 Paddock Path Dr. NWAcworth, GA 30102

83. CURATIVEThe Estate of William Herbert Bernstein, akaWilliam H. Bernstein, deceasedc/o Jerry Zimmerman Rosentstein525 S. Main, Ste 700Tulsa, OK 74103

84. CURATIVEThe Mary Louise King Revocable LivingTrust dated 10/31/911836 Carrington WaySwansea, ILL 62226

85. CURATIVETitan II Energy, L.L.C.PO Box 2051Edmond, OK 73083

86. CURATIVEVivian A. Baker, deceased, and her heirs,successors and assignsc/o Jane H. Spence3207 Pebblebrook CircleTyler, TX 75707

ADDITIONAL RESPONDENTS

87. TriPower Resources, LLC, as successor bymerger to Merrico Resources, Inc.P. 0. Box 849Ardmore, OK 73402-0849

ADDITIONAL CURATIVERESPONDENTS

88. CURATIVEAdelbert Rockhold, Saphrona Rockhold,Forrest Rockhold and Adelbert J. Rockhold,Jr. a/k/a Adelbert John Rockhold, Jr., alldeceased and their Unknown Heirs, Successorsand Assignsc/o Michael Leland Rockhold8267 Camp Chaffee RoadVentura, CA 93001

89. CURATIVEAmerican Oil & Gas Holdings, LPc/o Michael Glick11709 Silver Maple DriveYukon, OK 73099

90. CURATIVEAnna Belle Flynn, deceased and JuneScarborough Martin, deceasedc/o Martin Oil, LLCThe Trust Company of Oklahoma, AgentP. O. Box 3627Tulsa, OK 74101

91. CURATIVEBird Oil & Gas1135 Industrial DriveYukon, OK 73099


92. CURATIVECanadex Resources, Inc.2525 Ridgmar Boulevard, Suite 400Fort Worth, TX 76116

93. CURATIVECarole Caylor Johnston Revocable Trust1046 HarvardHouston, TX 77006

94. CURATIVEChester King, deceasedc/o Bob DixonP. O. Box 987Mesquite, NV 89024

95. CURATIVEFrank King a/k/a Frank William KingP. O. Box 16314Las Cruces, NM 88004

96. CURATIVEGlen Rockhold and Elva M. Rockhold,deceased and their heirs, successors andassignsc/o Norma L. Rockhold Hammer629 Trumpet CircleHoover, AL 35226-4916

97. CURATIVEGriffin Oil & Gas8905 N. MacArthur TerraceOklahoma City, OK 73132

98. CURATIVEIona Hall Markillie, deceased and her heirs,successors and assignsc/o Sandra Hason, Personal Representative1796 Oak RoadPerry, KS 66073

99. CURATIVEIvory Rockhold and Pearl Rockhold, deceased,their unknown heirs, successors and assignsc/o L.P. LairdP. O. Box 1403Chickasha, OK 73023

100. CURATIVEJames L. Edwards and Susan M. Edwards5511 E. 107th Street SouthTulsa, OK 74137-7291

101. CURATIVEJim T. Walker8707 South QuebecTulsa, OK 74137

102. CURATIVELambert Passive Holdings, L.L.C.P.O. Box 2275Edwards, CO 81632

103. CURATIVELOGO & Ellisc/o J. Ralph Ellis, Jr.3819 Cabeza de Vaca CIrving, TX 75062

104. CURATIVENancy Sawalich1836 Carrington WaySwansea, IL 62226

105. CURATIVEQEP Energy Company1050 17th Street, Suite 500Denver, CO 80265

106. CURATIVEReborn, LLC3217 Timber Ridge DriveDuncan, OK 73533-1830

107. CURATIVEResource Development Technology, LLC7175 West Jefferson Avenue, Suite 2000Lakewood, CO 80235

108. CURATIVERobert C. Newman950 Woodland Pass SESmyrna, GA 30082-4118

109. CURATIVESusan King3123 Country Bluff DriveSaint Charles, MO 63301


110. CURATIVET. Michael Cocheres3821 Oakwood CourtEnid, OK 73703-2935

111. CURATIVEThe Cooper Family Revocable Trust datedSeptember 13, 1990Randall L. Cooper and Julie A. Cooper, Co-Trustees4301 S. Dogwood AvenueBroken Arrow, OK 74011-1525

112. CURATIVETom L. I larris and Amanda D. Harris2931 County Street 2773Chickasha, OK 73018

113. CURATIVETX RRIG Resources, LLCP. O. Box 471192Fort Worth, TX 76147

114. CURATIVEWard Petroleum Corporation - Ward 83c/o Ward Petroleum CorporationP. O. Box 1187Enid, OK 73072

CURATIVE,DISMISSED AND/OR UNLOCATABLERESPONDENTS ARE IDENTIFIED AS SUCHABOVE.

IF ANY NAMED PERSON IS DECEASED, THENTHE KNOWN OR UNKNOWN HEIRS,EXECUTORS, ADMINISTRATORS, TRUSTEES,DEVISEES, AND ASSIGNS, IMMEDIATE ANDREMOTE OF SUCH DECEDENT, ARE MADERESPONDENTS TO THIS APPLICATION. IF ANYNAMED RESPONDENT IS A CORPORATIONWHICH DOES NOT CONTINUE TO HAVE LEGALEXISTENCE, THEN THE KNOWN OR UNKNOWNSUCCESSORS, TRUSTEES OR ASSIGNS, IF ANYOF SUCH ENTITY, ARE MADE RESPONDENTSTO THIS APPLICATION

Documents

6714-5Sshall bear 50% of the total well costs, subject to adjustment by a Final Order to issue in such Cause CD No. 201705905-T; or ALLOCATED Completed for Production Costs are $4,825,147.50