BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA ) CONTINENT INC. ) NORTH, RANGE 8 WEST, KINGFISHER COUNTY, OKLAHOMA ) APPLICATION

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1 BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA APPLICANT NEWFIELD EXPLORATION MID- ) CONTINENT INC. ) RELIEF SOUGHT: MULTIUNIT HORIZONTAL WELL ) ) CAUSE CD NO T LEGAL DESCRIPTION: SECTIONS 5 & 8, TOWNSHIP 17 ) NORTH, RANGE 8 WEST, KINGFISHER COUNTY, OKLAHOMA ) APPLICATION 27 u5 r:lrd ON COMES NOW Applicant and shows the Corporation Commission of Okla'r as follows: 1. PARTIES: Applicant is Newfield Exploration Mid-Continent Inc., One Williams Center, Suite 1900, Tulsa, OK 74172, owner of oil and gas leasehold interests within the lands described in the caption hereof. The name and address of each party entitled to notice of this Application is as shown on Exhibit "A". 2. ALLEGATION OF FACTS: 2.1 That Sections 5 and 8, Township 17 North, Range 8 West, Kingfisher County, Oklahoma, will be established as 640-acre horizontal drilling and spacing units for the Mississippian (Less Chester) and Woodford common sources of supply by an order to issue in a companion spacing cause, and which order shall prescribe the following well location: 2.1.a Not closer than 660 feet from the unit boundary as to the Mississippian (Less Chester) common source of supply; and 2.1.b Not closer than 165 feet from the North and South lines and not closer than 330 feet from the East and West lines of the unit boundary as to the Woodford common source of supply. 2.2 That such well locations are not, in the opinion of Applicant and when taking into consideration all of the presently known conditions, proper for the drilling and spacing units and common source(s) of supply covered hereby. That to prevent waste and protect correlative rights the Commission should prescribe another well location for such drilling and spacing units and common sources of supply. 2.3 Applicant, as operator, is proposing to drill a multiunit horizontal well in the lands involved herein in the Mississippian (Less Chester) common source of supply, the Meramec portion being a Shale Reservoir, as defined by the Shale Development Act, OAC 165: (b)(17), with a portion of the completion interval of such multiunit horizontal well to possibly be located in one or more of the 640-acre. drilling and spacing units formed for the Associated non-shale portion of the Mississippian (Less Chester) and Ls Woodford common sources of supply involved herein in said Sections 5 and 8. Applicant is proposing to drill the multiunit horizontal well involved herein at the following location SURFACE LOCATION: Will be specified in the final order to issue in this cause, but will be situated in the SE/4 of Section 8. :. - r 'Zl -c. 6 c :

2 Page 2 of 9 LOCATION OF WELLBORE (LATERAL) AT SECTION 8 COMPLETION INTERVAL: The proposed location of the end points of the completion interval will be no closer than 165 feet from the South line and no closer than 330 feet from the East line and no closer than 0 feet from the North line and no closer than 330 feet from the East line of Section 8, Township 17 North, Range 8 West, Kingfisher County, Oklahoma, LOCATION OF WELLBORE (LATERAL) AT SECTION 5 COMPLETION INTERVAL: The proposed location of the end points of the completion interval will be no closer than 0 feet from the South line and no closer than 330 feet from the East line and no closer than 165 feet from the North line and no closer than 330 feet from the East line of Section 5, Township 17 North, Range 8 West, Kingfisher County, Oklahoma, LOCATION OF LATERAL WITHIN THE MULTIUNIT: No closer than 330 feet from the East line of said Sections 5 and That the Commission should allocate to each of the affected units covered hereby the reasonable drilling, completion and production costs associated with the multiunit horizontal well involved herein and the commingled production and proceeds from the completion interval of such multiunit horizontal well. Based upon the information now available, Applicant is proposing that the allocation factor for each of the affected units involved herein should be determined by dividing the length of the completion interval of the multiunit horizontal well involved herein located in each such affected unit by the entire length of the completion interval of such multiunit horizontal well. In the event the lateral of the multiunit horizontal well involved herein stays within the productive portion of the Mississippian common source of supply throughout the drilling of such lateral, then Applicant anticipates that approximately 50% of the completion interval of such multiunit horizontal well will be located in said Section 5, and approximately 50% of such completion interval will be located in said Section 8, with the cost of and the production and proceeds from such multiunit horizontal to be allocated between the affected units involved herein based on such percentages. The actual allocation of such costs, production and proceeds may vary depending upon the results of the multiunit horizontal well involved herein. 2.5 That attached hereto as Exhibit "B" and made a part hereof is a map showing the location of each currently existing well in each of the affected units covered hereby and the approximate anticipated location of the proposed multiunit horizontal well involved herein. If the multiunit horizontal well involved herein is successfully drilled and if the results of such multiunit horizontal well are significant and if the price of natural gas is favorable, Applicant may potentially drill additional multiunit horizontal wells in the affected units covered hereby if such additional wells are approved by the Commission upon the filing of a proper application therefor at a future date. 2.6 That the proposed well, at the location requested by Applicant, is necessary to effectively and efficiently drain a portion of the common sources of supply (reservoir) covered by the drilling and spacing unit comprised of the land set out in Paragraph 4 hereof, which cannot be adequately and efficiently drained by a well drilled at the permitted well location prescribed in the orders listed in said Paragraph That the entire length of the lateral will be cemented such that the perforations will be isolated from the beginning and end point of the lateral. 2.8 That the Commission should designate the Meramec portion of the Mississippian

3 Cause CD No Page 3 of 9 common source of supply as a Shale Reservoir, pursuant to the Shale Reservoir Development Act; 165: LEGAL AUTHORITY: 52 Okla. Stat et seq., OAC 165: and OAC 4. RELIEF SOUGHT: Applicant requests that the Corporation Commission of Oklahoma enter an order, to be effective as of the date of the execution thereof or as of a date prior thereto, as follows: (A) Approving a multiunit horizontal well in the 640-acre drilling and spacing units formed for the Shale Reservoir comprised of the Mississippian (Less Chester) and the Woodford separate common sources of supply in Sections 5 and 8, Township 17 North, Range 8 West, Kingfisher County, so as to allow such multiunit horizontal well to be drilled as described above, and to be completed in and to produce hydrocarbons from the above-named separate common sources of supply, and establishing of a proper allocation factor for allocating the cost of and the production and proceeds from such multiunit horizontal well to each of the affected units covered hereby; and (B) Granting such other and further relief as may be proper based upon the evidence presented at the hearing herein. The legal descriptions of the land sections adjacent to the area within which the location exception lies are Sections 31, 32 and 32, Township 18 North, Range 8 West, and Sections 4, 6, 7, 9, 16, 17 and 18, Township 17 North, Range 8 West, Kingfisher County, Oklahoma. Applicant further requests that Applicant or some other party be authorized the right to drill said well. Applicant further requests that it be permitted to produce said well at said location from all common sources of supply covered hereby without any downward allowable adjustment. Respectfully submitted, GORE, P.C. CERTIFICATE OF MAILING L. MAHAFF5OBA # N.E. 1St Street Oklahoma City, OK Telephone: 405/ Facsimile: 405/ gmahaffeycmahaffeygore.com ATTORNEYS FOR APPLICANT This is to certify that true and correct copies of the above Notice of Hearing have been mailed by U.S. Mail, postage paid on,, listed on Exhibit "A". foregoing Application and the EApril32015, to the parties Gregpri L. O:\Clients\G-O\Newfield Exploration Mid-Continent Inc. 4876\5857 MIJ1-I Duffy IH-5X\upplication mississipin shaledo

4 Page 4 of 9 Exhibit "A" NEWFIELD EXPLORATION MID-CONTINENT, INC., MULTIUNIT HORIZONTAL WELL RESPONDENT LIST, DUFFY 1H-5X WELL, SECTIONS 5 & 8, TOWNSHIP 17 NORTH, RANGE 8 WEST, KINGFISHER COUNTY, OKLAHOMA Al Wheeler do Marilyn Wheeler 2901 Quail Creek Rd. Oklahoma City, OK Amcon Resources, Inc. P.O. Box 3025 Oklahoma City, OK Anne Kathym Sherwood, aka Kathryn Sherwood 632 Townsend Drive Aptos, CA Anne Marleen Douglass Henderson and Carol S. Douglass, Trustee of the Anne Marleen Douglass Henderson Revocable Trust 8000 Noland Rd. Lenexa, KS Bank of America, N.A., Trustee of the Sabine Royalty Trust LBX Dallas, TX Barbara Glazier individually, and Barbara Glazier, Life Estate, Remainder to: Kimberlee Grellner, aka Kimberly Grellner (1/2) and Krystal Turner (1/2) 7349 E 720 Rd. Byron C. Moon and Rhonda D. Moon, husband and wife, as joint tenants and not as tenants in common with full rights of survivorship 26 Cromarty Lane Bella Vista, AR Carol Jean Sherwood 118 Castro Norman, OK Carol S. Douglass, Trustee of the Carol S. Douglass Revocable Trust 8000 Noland Rd. Lenexa, KS Carroll L. Brewer 717 Olde Sint. Edmond, OK Chase Properties, Inc Fenwick Oklahoma City, OK Chesapeake Exploration, L.L.C. P.O. Box Oklahoma City, OK Chevron U.S.A., Inc. P.O. Box 4538 Houston, TX Cleola G. Maxwell N Road 15 Continental Resources, Inc. P.O. Box Oklahoma City, OK Cynthia Alper 30 San Vincente Court Danville, CA , Damon S. and Chandra E. Seiger, joint tenants 301 E. Oklahoma St. Hennessey, OK Dan H. Duncan 1814W. 6th Ave. Stillwater, OK David A. Guest P.O. Box 3441 Edmond, OK David W. Edenfield 3674 W. Hills Place Bellingham, WA Dorcy Oil Company P.O. Box 3919 Sarasota, FL 34230

5 Page 5 of Estate of Alfred L. Maxwell, deceased CIO Betty Maxwell 516 Catumet Drive Pflugerville, TX Estate of Aim H. Brinkman, deceased do Fred Brinkman Pinerock Lane Houston, TX Estate of Beatrice Evelyn Coover, deceased do Maurice Coover 4020 Highway 71 Spencer, IA Estate of Eileen Brinkman Douglass, deceased 8000 Noland Rd. Lenexa, KS Estate of Florence Mary Coover, aka Florence Coover, deceased 4020 Highway 71 Spencer, IA Estate of Grace R. Edenfield, aka Grace Ruth I-Iawkes Edenfield, deceased do Kenneth Hawkes th Street McClelland, IA Estate of Mable G. Bargloff, aka Mabel G. Bargioff, decease do Keith Coover 5142 FM 1386 Harwood, TX Estate of Wendell H. Hawkes, deceased do Kevin Trosper 3200 Rogers Drive Edmond, OK Fred H. Brinkman Family Revocable Trust Pinerock Lane Houston, TX Garrett R. Hanson 1733 Milibank Street S.E. Grand Rapids, MI Genevieve J. McCalla 9009 N. May Ave., Apt. 148 Oklahoma City, OK Geraldine K. Reynolds, Trustee of the Geraldine Kamman Reynolds Trust dated May 6, Caleridge Court Littleton, CO Greenstar Resources, L.L.C. P.O. Box Norman, OK Hidden Creek Resources, LLC Black Hawk Dr. Edmond, OK Jacob P. and Katelyn J. Weaver 422 N. Cimarron Street Hennessey, OK James Shinder and Suzan Shinder, husband and wife, as joint tenants and not as tenants in common with full rights of survivorship 804 Saffle Road Robinson, TX Jay H.Corr P.O. Box 2156 Eagle, CO Joan Elaine Sherwood 2802W. 18th Ave. Stillwater, OK Joseph M. Green and Erma Dean Green, Trustees of the Green Family Trust dated April 3, Vancouver Drive Dallas, TX Kathleen E. Ryan 1901 Portland Ave. Tallahassee, FL Kenny Choate, dba Rebound Oil Co. 200 E. 3rd St. P.O. Box 543 Helena, OK Kingfisher Partners Ltd NW 58th Ste 700 Oklahoma City, OK 73112

6 Page 6 of KPL Production Company 3545 NW 58th Ste 700 Oklahoma City, OK Lana A. Corr Coril, Ika Lana A. Corr 7934 Sycamore St. New Orleans, LA Murray Street Investments, LLC P.O. Box 1341 Edmond, OK Oklahoma Production Company 3545 NW 58th Ste 700 Oklahoma City, OK Leslie Earl Glazier, aka Leslie Glazier, aka Leslie E. Glazier 5692 E. 720 Rd. 47. LMR Royalties, LLC P.O. Box 27 Dillon, CO Mary Ann Curtis do Sheila Curtis N Rd. 49. Mary L. Baker 3600 N. Donna Ave. Bethany, OK Maurice Dean Coover, aka Maurice Coover, Individually and as Sole Trustee of the Florence Coover Estate Trust 4020 Highway 71 Spencer, IA Maverick Brothers Resources, LLC P.O. Box 764 Okeene, OK Maxwell Family Trust 3324 Tropeco Rd. Rosamond, CA Michael G. Harris E. 630 Road Hennessey, OK Mitchell Royalty, a Limited Partnership W 77th St. N Haskell, OK R.D. Kramer, Successor Trustee of the Shirley K. Kramer Revocable Trust dated October 16, N Rd. 59 R.D. Kramer, Trustee of the R.D. Kramer Revocable Trust dated October 16, N Rd. 60 RA-JAC, LLC P.O. Box Norman, OK Reliant Resources, LLC P.O. Box Oklahoma City, OK Rhonda Weninger Ashberry Park Court Houston, TX Roger L. Beavers, Inc Timberwood Court Norman, OK Rosen Oil and Asset Trust 5002 Thames Court Midland, TX Sidney McCarty P.O. Box 589 Shamrock, TX Spess Oil Company, Inc. 200 S. Broadway Cleveland, OK Steve L. Mendell and Patty K. Mendell, 55. MJRSR, LLC husband and wife, joint tenants 7867 S. Jersey Way N Road Centennial, CO 80112

7 Page 7 of Steven L. Terry and Amy L. Terry, husband and wife,as joint tenants and not as tenants in common with full rights of surviviorship 1459 County Road 1423 Ninnekah, OK The Billy Wayne Gorman Family Investment Limited Partnership Blue Stem Back Rd. Oklahoma City, OK U 5. U 6. U 7. Charles Sherwood McCalla Clara A. Lock, Trustee of the Lock Family Trust dated March 13, 1995 Clara A. Locke, Trustee of the Locke Family Trust dated March 13, The Local Queen Trust 721 West Country Club Road Chichasha, OK Thomas J. Lambert P.O. Box 1417 Billings, MT Thomas T. Holley, Jr. P.O. Box 3602 Wichita Falls, TX U 8. U 9. U 10. U 11. Craig G. Tirey Family Limited Partnership Cynthia K. Roberts Denny W. Madoux Dick I. Kiligore Tom H. Con 4797 S. Nelson St. Littleton, CO Tommy John Glazier and Cheryl Glazier, joint tenants 6103 E. 690 Rd. Tony L. and Lisa A. Weaver, joint tenants 522 N. Oak Hennessey, OK U 12. U 13. U 14. U 15. Estate of Bernice McCullough, deceased Estate of Bruce Hawkes, aka Kerry Bruce Hawkes, deceased Estate of Edna M. Ellis, deceased Estate of Michael Lee Roberts, deceased 76. Ui. W.P. Properties Corporation P.O. Box Denver, CO ADDRESSES UNKNOWN A.J.S. Oil Corp. U 16. U 17. Estate of Peggy Jo Roberts, deceased Estate of Robert L. Glazier, aka Robert Glazier, deceased, presumed heir and/or successor: David Glazier, aka David W. Glazier U2. U3. U4. Anthony Roberts Cashland Properties, L.L.C. Charles J. Maurer Oil Properties U 18. U 19. Estate of Wanda Glazier, deceased, presumed heir and/or successor: David Glazier, aka David W. Glazier Franklin Energy Properties

8 Page 8 of U20. Gregory D. Duffy U 21. U 22. U 23. U 24. U 25. U 26. M&R Enterprise, LC Mark J. Edenfield Mark Raymond Maxwell Mary Elaine Storey Michael Shane Youla Nelson H. Williamson U 35. U 36. U 37. U 38. U 39. U 40. Ronna I. Yost Sandra Lynn Youla, aka Sandra Lynne Youla Sara E. Alexander Stephen P. Roberts Suzette I. Taylor Tammy Maxwell Lowe, fka Tammy Maxwell U 27. Pacific Energy Partners U41. Tommy Maxwell U 28. Pearl Elizabeth Welle, Life Estate Remainder to M.B. White, Inc. U 42. W.D. Lewis, Trustee of the W.D. Lewis Trust U 29. R. Richard Roberts, Jr. U 30. Ramona K. Douglass and Brian C. Douglass, Trustees of the Douglass Revocalbe Trust U 31. U 32. U 33. Randy R. Duffy Ray A. Maxwell and Amalia Maxwell, husband and wife, joint tenants Richard Michael Eugene Roberts U 43. Whit Arnhart, aka Daniel Whitfield Arnhart, Life Estate Remainder to: Chase Properties, Inc. IF ANY NAMED PERSON IS DECEASED, THEN THE KNOWN OR UNKNOWN HEIRS, EXECUTORS, ADMINISTRATORS, TRUSTEES, DEVISEES, AND ASSIGNS, IMMEDIATE AND REMOTE OF SUCH DECEDENT, ARE MADE RESPONDENTS TO THIS APPLICATION. IF ANY NAMED RESPONDENT IS A CORPORATION WHICH DOES NOT CONTINUE TO HAVE LEGAL EXISTENCE, THEN THE KNOWN OR UNKNOWN SUCCESSORS, TRUSTEES OR ASSIGNS, IF ANY OF SUCH ENTITY, ARE MADE RESPONDENTS TO THIS APPLICATION U 34. Ronald E. Maxwell

9 1, C Cause CD No Page 9 of 9 EXHIBIT "B" t4sot Sot Sot at Sot Sot _tot P o toot, o l OD loot sot 8 9 JEVI*SNIOWSE SNOOISC aoi4i0apo S. 501 ROOt 501 AttIc - == t PA I. Clot In as_-fl o 0-0 a C * 0W 00

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