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O 140
Conservation Orders Date Record last Modified Filter by Fiel Filter Filter by Pool Clear Order Type: Other Order No 140 Order Approval No 000 Order Am Rolfframe Current? I' Dt. Issue Legacy Area Override �— Dt.Over r— Dt. Expire Operator Cmmt Order Hyperlink Fields & Pools Description John Cecil V BP America Production Company. Class Action S, it. Settlement Agreement, SQUIRE Of PATTON BOGGS April 23, 2018 BY CERTIFIED MAIL RETURN RECEIPT REQUESTED Cathy Foerster Alaska Department of Natural Resources Division of Oil & Gas 333 W. 7th Ave Anchorage, AK 99501 Squire Patton Boggs (US) LLP 6200 Chase Tower 600 Travis Street Houston, Texas 77002 O +1 713 546 5850 F +1 713 546 5830 sq uirepattonboggs.com Greg R. Wehner T +1 713 546 5841 greg.wehrer@squirepb.com REC r -D APR 2 6 2018 t`iOGCC Re: 28 U.S.C. § 1715 Notice of Proposed Settlement in John Cecil, on behalf of himself and all others similarly situated v. BP America Production Company; Cause No. 6:16-cv- 00410-RAW, pending in the United States District Court for the Eastern District of Oklahoma Dear Ms. Foerster: Pursuant to 28 U.S.C. § 1715, Defendant BP America Production Company (collectively with all of its affiliates and predecessor and successor entities, `BP America") provides notice of a proposed settlement in the above -captioned lawsuit. I have enclosed a flash drive that includes a zipped file (112018-04-23 - Cecil v. BP America Notice of Settlement") containing the documents referenced on the attached Table of Contents, which also sets forth additional information responsive to the requirements of 28 U.S.C. § 1711 et seq. The password to access the zipped file is BpApc!1804 At this time, it is not feasible to provide the names of the class members residing in each state and their estimated proportionate share of the claims to the entire settlement. Pursuant to 28 U.S.C. § 1715(b)(7)(B), the enclosed flash drive includes a current estimate of the number of class members residing in each state. The parties are still gathering information regarding the identities of the class members. 47 Offices in 20 Countries Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities. Please visit squirepanonboggs.com for more information. Table of Contents 28 U.S.C. § 1715 (b)(1) A copy of the complaint and any materials filed with the complaint and any arnended complaints (1) Plaintiffs Original Class Action Complaint failed September 28, 2016 in the United States District Court for the Eastern District of Oklahoma (Case No. 6:16-cv-00410- RAW) (2) Plaintiffs First Amended Klass Action Complaint filed April 3, 2017 in the United States District Court for the Eastern District of Oklahoma (Case No. 6:16-cv-00410-RAW) (3) Plaintiffs Second Amencled Class Action Complaint filed April 11, 2018 in the United States District Court for the Eastern District of Oklahoma (Case No. 6:16-cv-00410- RAW) 28 U.S.C. § 1715(b)(2) Notice of ;any scheduled judicial hearing in the class action; (4) None. The Parties have submitted a proposed Order Granting Preliminary Approval of Class Action Settlement, Cr rtifying the Class for Settlement Purposes, Approving Form and Manner of Notice, and Setting Date for Final Fairness Hearing that was filed with the Court on April 13, 2018. A copy isincluded. 28 U.S.C. § 1715(b)(3) Any propo-;ed or final notification to class members of—(A)(i) the members' nights to request exclusion from the class action; or (ii) if no right to •request exclusion exists, a statement that no such right exists; and (13) a proposed settlement of a class action; (5) Proposed Notice of Proposed Settlement of Class Action that will be mailed (form filed with the Court on April 13, 201 8) (6) Proposed Notice that will be published (form filed with the Court on April 13, 2018) Class members have the right to request exclusion from the settlement class. 28 U.S.C. § 1715(b)(4) Any proposed or final class action settlement; The terms of the proposed settlement are contained in the Settlement Agreement listed below. 28 U.S.C. § 1715(b)(5) Any settlement or other agreement contemporaneously made between class counsel and counsel for the defendants; (7) Settlement Agreement (filed with the court on April 13, 2018) 28 U.S.C. § 1715(b)(6) Any final judgment or notice of dismissal There has been no final judgment or notice of dismissal at this time. If the settlement is approved, the parties have agreed to the form of final judgment attached as Exhibit 2 to the enclosed Settlement Agreement. 28 U.S.C. § 1715(b)(7) (A) if feasible, the names of class members who reside in each State and the estimated proportionate share of the claims of such members to the entire settlement to that State's appropriate State official; or (B) if the provision of information under subparagraph (A) is not feasible, a reasonable estimate of the number of class members residing in each State and the estimated proportionate share of the claims of such members to the entire settlement (8) Information Provided Pursuant To 28 U.S.C. § 1715(b)(7)(B) This document includes the current estimate of the number of class members in each state. The parties are still gathering information regarding the identity of settlement class members. In addition, the document explains the factors that Plaintiff has agreed to take into account when distributing the net settlement fund to qualifying class members. The current estimate of the total net settlement fund to be distributed is $80 million. 28 U.S.C. § 1715(b)(8) Any written judicial opinion relating to the materials described under subparagraphs (3) through (6) None. The Parties have submitted a proposed Order Granting Preliminary Approval of Class Action Settlement, Certifying the Class for Settlement Purposes, Approving Form and Manner of Notice, and Setting Date for Final Fairness Hearing, a copy of which has been provided as noted in response to 28 U.S.C. § 1715(b)(2). 2 John Cecil v. BP America Production Company Case No. 6:16-cv-00410 U.S. District Court for the Eastern District of Oklahoma Estimated Number of Class Members By State/Territory State/Territory Estimated Class Members Alabama 123 Alaska 69 Arizona 440 Arkansas 654 California 2,224 Colorado 946 Connecticut 72 Delaware 1,615 District of Columbia 34 Florida 599 Georgia 207 Hawaii 28 Idaho 94 Illinois 348 Indiana 150 Iowa 70 Kansas 549 Kentucky 79 Louisiana 231 Maine 14 Maryland 111 Massachusetts 99 Michigan 192 Minnesota 108 Mississippi 112 Missouri 480 Montana 72 Nebraska 116 Nevada 177 New Hampshire 19 New Jersey 67 New Mexico 312 New York 214 North Carolina 269 North Dakota 14 Ohio 136 Oklahoma 13,312 Oregon 308 Pennsylvania 140 John Cecil v. BP America Production Company Case No. 6:16-cv-00410 U.S. District Court for the Eastern District of Oklahoma Estimated Number of Class Members By State/Territory State/Territory Estimated Class Members Puerto Rico 1 Rhode Island 11 South Carolina 114 South Dakota 26 Tennessee 247 Texas 6,077 Utah 64 Vermont 42 Virginia 239 Washington 312 West Virginia 50 Wisconsin 77 Wyoming 71 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 87 of 140 Exhibit 3 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, Vs. BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION A court authorized this Notice. This is not a solicitation from a lawyer. If you belong to the Settlement Class and this Settlement is approved, your legal rights will be affected. Read this Notice carefully to see what your rights and options are in connection with this Settlement.' Because you may be a member of the Settlement Class in the Litigation captioned above and described below ("the Litigation"), the Court has directed this Notice to be sent to you. Defendant BP America's ("Defendant" or `BP America") records show payment to you of royalties on natural gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and drip condensate) produced from well(s) in Oklahoma that BP America operated or, as non -operator, BP America separately marketed the gas and its constituents. Capitalized terms not otherwise defined in this Notice shall have the meanings attributed to those terms in the Settlement Agreement referred to below and available at www.cecil-bp.com. This Notice generally explains the claims being asserted in the Litigation, summarizes the Settlement, and tells you about your rights to remain a Class Member or to timely and properly submit a Request for Exclusion (also known as an "opt out") so that you will be excluded from the Settlement. This Notice provides information so you can decide what action you want to take with respect to the Settlement before the Court is asked to finally approve it. If the Court approves the Settlement and after the final resolution of any objections or appeals, the Court-appointed Settlement Administrator will issue payments to eligible Class Members, without any further action from you. This Notice describes the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. 1 This Notice is a summary of the terms of the Settlement Agreement in this matter. Please refer to the Settlement Agreement for a complete description of the terms and provisions thereof. A copy of the Settlement Agreement is available for free at www.cecil-bp.com. The terms, conditions, and definitions in the Settlement Agreement qualify this Notice in its entirety. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 88 of 140 The Settlement Class in the Litigation consists of the following individuals and entities: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiffs Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001-73 in the District Court for Pittsburg County, Oklahoma.z If you are unsure whether you are included in the Settlement Class, you may contact the Settlement Administrator at: Cecil -BP Settlement c/o , Settlement Administrator 1 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 89 of 140 I. General Information About the Litieation The Litigation seeks damages for Defendant's alleged underpayment of royalties to the royalty owners in the Class described above on Oklahoma wells where Defendant (or a predecessor or affiliate of Defendant) is or was the operator or, as a non -operator, Defendant (or a predecessor or affiliate of Defendant) separately marketed gas. Plaintiff John Cecil ("Plaintiff') alleges that BP America breached an implied covenant to market, breached the underlying leases, breached an alleged fiduciary duty, violated RICO, and committed fraud with respect to royalty payments for gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen and condensate). These claims are premised on a variety of allegations, including but not limited to the allegations that Defendant (or a predecessor or affiliate of Defendant): (1) made various deductions and reductions from royalty payments that should not have been made by deducting direct and indirect fees for marketing, gathering, compression, dehydration, processing, treatment, and other similar services before the gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and drip condensate) was a "marketable product"; (2) did not pay royalty, or underpaid royalty, on gas that was used off the lease premises or in the manufacture of products; (3) did not pay royalty, or underpaid royalty, on drip condensate that dropped out of the gas stream; (4) failed to provide to royalty payees all of the information required by statute; and, (5) made affiliate sales. Defendant expressly denies all allegations of wrongdoing or liability with respect to the claims and allegations in the Litigation. The Court has made no determination with respect to any of the parties' claims or defenses. A more complete description of the Litigation, its status, and the rulings made in the Litigation are available in the pleadings and other papers maintained by the United States District Court for the Eastern District of Oklahoma, located at 101 North 5th Street, Muskogee, Oklahoma 74401, in the file for Case No. 16 - CV -00410 -RAW. II. The Settlement Attorneys' Fees Litigation Expenses, Case Contribution Award, And The Settlement Allocation And Distribution To The Class On April_, 2018, the Court preliminarily approved a Settlement in the Litigation between Plaintiff, on behalf of himself and the Settlement Class, and Defendant. This approval and this Notice are not an expression of opinion by the Court as to the merits of any of the claims or defenses asserted by any of the parties to the Litigation, or of whether the Court will ultimately approve the Settlement Agreement. In settlement of all claims alleged in the Litigation, Defendant has agreed to pay One Hundred Forty - Seven Million Dollars ($147,000,000.00) in cash ("Gross Settlement Fund"), plus Defendant implemented new procedures and policies for calculating and paying royalty with respect to production on Class Wells (the "Past Benefits"), the value of which will be estimated by Plaintiffs expert. Defendant has also agreed to maintain these procedures and policies with respect to production on Class Wells for at least the next 7 years, which Plaintiff estimates has a net present value of no less than $35,000,000 (the "Future Benefits"). In exchange for the payment noted above and other consideration outlined in the Settlement Agreement, the Settlement Class shall release the Released Claims (as defined in the Settlement Agreement available for review and download at www.cecil-bp.com) against the Released, Parties (as defined in the Settlement Agreement). The $147,000,000.00 cash payment, plus the Past and Future Benefits is referred to as the "Gross 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 90 of 140 Settlement Value." The Gross Settlement Fund, less reasonable Plaintiffs Attorneys' Fees, Litigation Expenses, any Case Contribution Award, and other costs approved by the Court (the "Net Settlement Fund"), will be distributed to Class Members. Counsel for Plaintiff ("Plaintiffs Counsel") intends to seek an award of attorneys' fees of not more than 40% of the Gross Settlement Value. Plaintiffs Counsel, Reagan Bradford and Mark Lanier of The Lanier Law Firm and Rex Sharp and Barbara Frankland of Rex A. Sharp, P.A., have been litigating this case without any payment whatsoever, advancing hundreds of thousands of dollars in expenses. At the Final Fairness Hearing, Plaintiffs Counsel will also seek reimbursement of the Litigation Expenses incurred in connection with the prosecution of this Litigation and that will be incurred through final distribution of the Settlement, which amount will not exceed $900,000.00, to be paid out of the Gross Settlement Fund. In addition, Plaintiff intends to seek a Case Contribution Award for its representation of the Class, which amount will not exceed $350,000.00, to compensate Plaintiff for his time, expense, risk and burden as serving as Class Representative. The Court must approve the Allocation Methodology and Initial Plan of Allocation, which describe how the Settlement Administrator will allocate the Net Settlement Fund to each Class Member. A general description of that process is: Plaintiffs Counsel will first allocate the Net Settlement Fund proportionately to each Class Well' with due regard for: (i) the production BP America marketed on behalf of itself and/or others; (ii) the amount and date of claimed royalty underpayment to Class Members; (iii) the time period when the claimed underpayment occurred; and (iv) the distribution of small amounts that would exceed the cost of the distribution. Thereafter, subject to approval by the Court, the Settlement Administrator will allocate the Net Settlement Fund for each Class Well among all Class Members in that Class Well based on their royalty decimal interest in that Class Well using the royalty payment information described in paragraph 3.3 of the Settlement Agreement. The distribution to current Class Members described above is based on the following assumptions: (a) that very few sales of royalty interests have occurred during the specified time period; (b) that where sales did occur, the parties intended for the buyer to receive payment for past claims; and (c) that where royalty interests passed through inheritance, devise, or interfamily transfers, it was the intent that the heir, devisee or transferee receive the right to receive payment for claims based on past production. The Net Settlement Fund will be distributed by the Settlement Administrator within 7 months after the Effective Date of the Settlement. The Effective Date requires the exhaustion of any appeals, which may take a year or more after the entry of Judgment. The Settlement may be terminated on several grounds, including if the Court does not approve or materially modifies the terms of the Settlement. If the Settlement is terminated, the Litigation will proceed as if the Settlement had not been reached. This Notice does not and cannot set out all the terms of the Settlement Agreement, which is available for review and download at www.cecil-bp.com. This website will eventually include this Class Notice, a preliminary Class Well list, the Initial Plan of Allocation, and the Plaintiffs Counsel's application for Attorneys' Fees, Litigation Expenses, and Case Contribution Award. You may also receive information about the progress of the Settlement by visiting the website at www.cecil-bp.com, or by contacting the Settlement Administrator at the address set forth above. I1I. Class Settlement Fairness Hearine The Final Fairness Hearing will be held on 2018 beginning at_p.m., before the Honorable Ronald A. White, U.S. District Court Chief Judge for the Eastern District of Oklahoma, 101 North 5th Street, Paragraph 1.5 of the Settlement Agreement defines "Class Wells". 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 91 of 140 Muskogee, Oklahoma. Please note that the date of the Fairness Hearing is subject to change without further notice. You should check with the Court and www.cecil-bp.com to confirm no change to the date and time of the hearing has been made. At the Fairness Hearing, the Court will consider: (a) whether the Settlement is fair, reasonable, and adequate; (b) any timely and properly raised objections to the Settlement; (c) the Allocation Methodology; (d) the Initial Plan of Allocation; and (e) the application for Plaintiffs Attorneys' Fees and Litigation Expenses and Case Contribution Award for Plaintiff relating to his representation of the Class. A CLASS MEMBER WHO WISHES TO PARTICIPATE IN THE SETTLEMENT AND DOES NOT SUBMIT A VALID REQUEST FOR EXCLUSION DOES NOT NEED TO APPEAR AT THE FINAL FAIRNESS HEARING OR TAKE ANY OTHER ACTION TO PARTICIPATE IN THE SETTLEMENT. IV. What Are Your Options As A Class Member? A. You Can Participate in the Class Settlement by Doing Nothing By taking no action, your interests will be represented by Plaintiff as the Class Representative and Plaintiff's Counsel. As a Class Member, you will be bound by the outcome of the Settlement, if finally approved by the Court. The Class Representative and Plaintiffs Counsel believe that the Settlement is in the best interest of the Class, and, therefore, they intend to support the proposed Settlement at the Final Fairness Hearing. As a Class Member, if you are entitled to a distribution pursuant to the Allocation Methodology and Final Plan of Allocation, you will receive your portion of the Net Settlement Fund and will be bound by the Settlement Agreement and all orders and judgments entered by the Court regarding the Settlement. If the Settlement is approved, unless you exclude yourself from the Settlement Class, neither you nor any other Releasing Party will be able to start a lawsuit or arbitration, continue a lawsuit or arbitration, or be part of any other lawsuit against any of the Released Parties based on any of the Released Claims during the Class Period. B. You May Submit a Request for Exclusion to Opt Out of the Settlement Class If you do not wish to be a member of the Settlement Class, then you must exclude yourself from the Settlement Class by mailing by certified mail, return receipt requested, a Request for Exclusion to the Settlement Administrator to be received by , 2018, at 5 p.m. CDT [30 days after Notice]. Your Request for Exclusion must state your name, address, telephone number, and contain your notarized signature. It must also include the following: (a) A statement that you want to exclude yourself from the Settlement Class in Cecil v. BP America, Case No. 16 -CV -00410 -RAW, U.S. District Court for the Eastern District of Oklahoma, and that you understand it will be your responsibility to pursue any claims you may have, if you so desire, on your own and at your expense. (b) A description of your interest in an Oklahoma well (or wells) where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas, including the well name, well number, county in which the well is located, and the owner identification number. If you do not follow these procedures—including mailing the Request for Exclusion so that the Settlement Administrator receives it by the deadline set out above—you will not be excluded from the Settlement Class, and you will be bound by all of the orders and judgments entered by the Court regarding the Settlement, including the release of claims. You must exclude yourself even if you already have a pending case against any of the Released Parties based upon any Released Claims during the Class 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 92 of 140 Period. You cannot exclude yourself on the website, by telephone, facsimile, or by e-mail. If you validly request exclusion as described above, you will not receive any distribution from the Net Settlement Fund, you cannot object to the Settlement, and you will not have released any claim against the Released Parties. You will not be legally bound by anything that happens in the Litigation. C. You May Remain a Member of the Settlement Class but Object to the Settlement, Allocation Methodology, Initial Plan of Allocation, Plaintiff's Attorneys' Fees, Litigation Expenses, or Case Contribution Award You have the right to remain a Class Member but still object to the proposed Settlement and any terms thereof. To object to the Settlement, Allocation Methodology, Initial Plan of Allocation, and/or application for Plaintiff's Attorneys' Fees or reimbursement of Litigation Expenses or Case Contribution Award to Plaintiff, you must file your written statement with the Court. Your written objection statement must contain: (a) A heading referring to Cecil v. BP America, Case No. 16 -CV -00410 -RAW and to the United States District Court for the Eastern District of Oklahoma; (b) A statement as to whether the objector intends to appear at the Final Fairness Hearing, either in person or through counsel, and, if through counsel, providing the name, address, email address, and telephone number of counsel; (c) A detailed statement of the specific legal and factual basis for each and every objection; (d) A list of any witnesses the objector wishes to call at the Final Fairness Hearing, together with a brief summary of each witness's expected testimony (to the extent the objector desires to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court); (e) A list of and copies of any exhibits the objector may seek to use at the Final Fairness Hearing; (f) A list of any legal authority the objector may present at the Final Fairness Hearing; (g) The objector's name, current address, current telephone number, and all royalty owner identification numbers with Defendant (or other operator); (h) The objector's signature executed before a Notary Public; (i) Identification of the objector's interest in wells where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas (by well name, payee well number, and county in which the well is located) during the Class Period; and 0) If the objector is objecting to any portion of Plaintiffs Attorneys' Fees, Litigation Expenses, or Case Contribution Award, the objector must specifically state the portion of Attorneys' Fees, Litigation Expenses, and/or Case Contribution Award (whichever applies to the objection) that he/she believes is fair and reasonable and the portion that is not. Any Class Member that fails to timely file the written objection statement and provide the required information will not be permitted to present any objections at the Final Fairness Hearing. Your written objection must be timely filed with the Court at the address below no later than 5 p.m. CDT on . 2018 [30 days after Notice]: Clerk of the Court United States District Court for the Eastern District of Oklahoma 101 North 5th Street Muskogee, Oklahoma 74401 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 93 of 140 UNLESS OTHERWISE ORDERED BY THE COURT, ANY SETTLEMENT CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTON TO THE SETTLEMENT (OR ANY PART THEREOF) AND WILL NOT BE ALLOWED TO PRESENT ANY OBJECTIONS AT THE FINAL FAIRNESS HEARING. D. You May Retain Your Own Attorney to Represent You at the Final Fairness Hearing You have the right to retain your own attorney to represent you at the Final Fairness Hearing. If you retain separate counsel, you will be responsible to pay his or her fees and expenses out of your own pocket. V. Availability of Filed Papers And More Information This Notice summarizes the fifty -page Settlement Agreement, which sets out all of the terms. You may obtain a copy of the Settlement Agreement with its exhibits, as well as other relevant documents, from the settlement website for free at www.cecit-bp.com, or you may request copies by contacting the Settlement Administrator as set forth above. In addition, the pleadings and other papers filed in this Action, including the Settlement Agreement, are available for inspection in at the Office of the Clerk of the Court, set forth above, and may be obtained by the Clerk's office directly. The records are also available on-line for a fee through the PACER service at www.pacer.gov/. If you have any questions about this Notice, you may consult an attorney of your own choosing at your own expense or Class Counsel. PLEASE DO NOT CONTACT THE JUDGE OR THE COURT CLERK ASKING FOR INFORMATION REGARDING THIS NOTICE. DATED this day of April, 2018. RONALD A WHITE, U.S. Chief District Court Judge 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 94 of 140 Exhibit 4 If You Are or Were a BP America Royalty Owner in an Oklahoma Oil and Gas Well, You Could Be a Part of a Proposed Class Action Settlement The Settlement Class includes: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiff's Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001-73 in the District Court for Pittsburg County, Oklahoma. I The lawsuit Cecil v. BP America, Case No. 16 -CV -00410 -RAW (E.D. Okla.) claims BP America The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 95 of 140 ("Defendant") underpaid royalties on natural gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and drip condensate) produced from certain oil and gas wells in Oklahoma. Defendant denies all liability but has agreed to the proposed Settlement to avoid the uncertainty, burden, and expense of continued litigation. The Court did not decide which side is right. On April _, 2018, the Court preliminarily approved a Settlement in which Defendant has agreed to pay One Hundred Forty -Seven Million Dollars ($147,000,000.00) in cash (the "Gross Settlement Fund") and has implemented new procedures and policies for calculating and paying royalty with respect to production on Class Wells (the "Past Benefit"), the value of which will be estimated by Plaintiffs expert. Defendant has also agreed to maintain these royalty payment procedures and policies for at least the next 7 years, which Plaintiff estimates has a net present value of no less than $35,000,000 (the "Future Benefits"). From the Gross Settlement Fund, the Court may deduct reasonable Attorneys' Fees, Litigation Expenses, a Case Contribution Award, and any settlement Administration, Notice, and Distribution Costs. The remainder of the fund (the "Net Settlement Fund") will be distributed to eligible Class Members based on a variety of factors including: the production marketed by BP America from each Class Well, the amount and date of claimed royalty underpayment to Class Members in that Class Well, the time period when the claimed underpayment occurred, and the distribution of small amounts that exceed the cost of the distribution. Complete information on the benefits of the Settlement, including information on the distribution of the Net Settlement Fund, can be found in the Settlement Agreement posted on the website listed below. In exchange, Class Members will release Defendant and others identified in the Settlement Agreement from the claims described in the Settlement Agreement. The attorneys and law firms who represent the Class as Class Counsel are: (a) Reagan Bradford and Mark Lanier of The Lanier Law Firm; and, (b) Rex Sharp and Barbara Frankland of Rex A. Sharp, P.A. You may hire your own attorney, if you wish. However, you will be responsible for that attorney's fees and expenses. What Are My Legal Rights? Do Nothing. Stay in the Class, and Receive Benefits of the Settlement: If the Court approves the proposed Settlement, you or your successors, if eligible, will receive the benefits of the proposed Settlement. Stay in the Settlement Class, But Object to All or Part of the Settlement: You can file and serve a written objection to the Settlement and appear before the Court. Your written objection must contain the information described in the Notice of Settlement found at the website listed below and must be filed with the Court no later than 2018 at 5 p.m. CDT [30 days after Notice]. • Exclude Yourself from the Settlement Class: To exclude yourself from the Settlement Class, you must file a written statement with the Court. Your Request for Exclusion must contain the information described in the Notice of Settlement found at the website listed below and must be filed and received no later than _, 2018 at 5 p.m. CDT. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 96 of 140 [30 days after Notice] You cannot exclude yourself on the website, by telephone, or by email. The Court will hold a Final Fairness Hearing on , 2018 at _ p.m. CDT at the United States District Court for the Eastern District of Oklahoma, 101 North 5th Street, Muskogee, Oklahoma. At the Hearing, the Court will consider whether the proposed Settlement is fair, reasonable, and adequate. The Court will also consider the application for Plaintiff's Attorneys' Fees, Litigation Expenses, and Case Contribution Award. If comments or objections have been submitted in the manner required, the Court will consider them as well. Please note that the date of the Final Fairness Hearing is subject to change without further notice. If you plan to attend the Hearing, you should check with the Court and www.cecil-bp.com to confirm no change to the date and time of the Hearing has been made. This notice provides only a summary. For more detailed information regarding the rights and obligations of Settlement Class Members, read the Notice of Settlement, Settlement Agreement and other documents posted on the website or contact the Settlement Administrator. Visit: www.cecil-bp.com Call Toll -Free: Or write to: Cecil -BP Settlement c/o , Settlement Administrator 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 1 of 140 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, L•1. -M BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendants. Civil Action No. 16 -CV -004 I O -RA W SETTLEMENT AGREEMENT This Settlement Agreement including all attached exhibits (collectively, the "Settlement Agreement") is entered into between John Cecil, on behalf of himself and all others similarly situated ("Plaintiff'), and BP America Production Company ("Defendant"). Plaintiff and Defendant are collectively referred to as the "Parties." The settlement contemplated by this Settlement Agreement is conditioned upon the terns and provisions set forth herein, including, but not limited to, the Court: (1) approving this Settlement Agreement without modification of any material terms and provisions herein; and (2) entering the orders and judgments upon which this Settlement Agreement is conditioned without modification of any material terms and provisions therein, as more fully described below: WITNESSETH: WHEREAS, the Litigation was originally filed on September 28, 2016 when Plaintiff filed his Original Complaint against Defendant in the U.S. District Court for the Eastern District of Oklahoma; Exhibit 1 ( j 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 2 of 140 WHEREAS, Plaintiff and Plaintiffs Counsel have prosecuted the Litigation including discovery of documents and data, motion practice, depositions, research, accounting records review and analysis consultation by and with expert witnesses, settlement mediations, land and lease record review and analysis, engineering review and analysis, damage modeling, and other investigations and preparation; WHEREAS, Plaintiff and Plaintiffs Counsel acknowledge that during the course of their prosecution of the Litigation, they have received, examined, and analyzed information, documents, testimony, and materials they deem necessary and appropriate to enable them to enter into this Settlement Agreement on a fully -informed basis, and after such examination and analysis, and based on the experience of Plaintiffs Counsel and their experts and consultants, Plaintiff and Plaintiffs Counsel have concluded that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in the best interests of the Settlement Class and Plaintiff; WHEREAS, Plaintiff agreed to settle the claims asserted against Defendant in the Litigation pursuant to this Settlement Agreement after considering: (i) the substantial benefits that Class Members will receive from resolution of such claims; (ii) the risks of litigating those claims (including consideration of the past success that Defendant and its predecessors have had in state and federal courts in Oklahoma defending against proposed class action royalty cases of this type) '; (iii) prior modifications by Defendant of its royalty payment computation practices, involving changes favorable to royalty owners in Oklahoma wells during the prior I Gillespie v. Amoco Prod. Co., No. CIV -96-063-M (E.D. Okla.); Watts v. Amoco Prod Co., No. C-2001-73 (Pittsburgh Co. Distr. Ct.); Rees v. BP America Production Co., 211 P.3d 910 (Okla. Civ. App. 2009); Tucker v. BP America Production Co., CIV -08-619-M (W.D. Okla. 2011). 2 t r� 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 3 of 140 years of pending royalty litigation; and, (iv) the desirability of permitting the Settlement to be consummated as provided by the terms of this Settlement Agreement; WHEREAS, Defendant has taken into account the expense, uncertainty and risks inherent in this Litigation, and has determined that it is desirable to compromise and settle the claims against it in the Litigation; WHEREAS, Defendant has denied, and continues to deny, Plaintiffs claims in the Litigation and any and all liability to Plaintiff and the putative Settlement Class, and has vigorously defended against those claims; and WHEREAS, Defendant enters into this Settlement Agreement without admitting any liability whatsoever, and solely to avoid further expense, inconvenience, and vexation in defending against the claims asserted against it in the Litigation, to buy its peace and to be completely free of any further controversy with respect to the claims that were asserted or could have been asserted against it in the Litigation, as more fully described herein. NOW THEREFORE, in consideration of the payments, mutual promises, agreements, undertakings, releases, and other terms and provisions of this Settlement Agreement, the sufficiency of which is hereby acknowledged, Defendant and Plaintiff, on behalf of himself and the Settlement Class, stipulate and agree as follows, subject only to the approval of the Court and the entry by the Court of the Judgment as provided herein. 1. DEFINITIONS As used throughout this Settlement Agreement, the following terms shall have the meanings set forth below (and the below meanings shall apply without regard for whether the term is used in the singular or in the plural): 3 I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 4 of 140 1.1 "Administration, Notice, and Distribution Costs" means the reasonable and necessary fees, costs, and expenses charged by the Settlement Administrator (or any consultant retained by the Settlement Administrator, which may include Dan Reineke, an IT consultant, and landman) and generated or incurred in the administration, distribution, and notification of the Settlement, including, without limitation, fees, costs, and expenses of. (a) identifying the names, addresses, and tax identification numbers of the members of the Settlement Class (to the extent not contained in the records provided by Defendant under paragraph 3.3 below); (b) publishing and mailing the Notice of Settlement to the members of the putative Settlement Class (such as the cost to print the Notices of Settlement, mail the Notices of Settlement, and publish the Notices of Settlement pursuant to the Plan of Notice); (c) preparing, issuing, and mailing (and re -issuing and re -mailing, if necessary) the Distribution Checks to the Class Members; (d) providing a reconciliation of the final amount of Residual Unclaimed Funds; (e) calculating the amount each member of the Settlement Class will receive under the Initial Plan of Allocation; and (f) calculating the amount each Class Member who does not timely and properly submit a Request for Exclusion will receive under the Final Plan of Allocation, Administration, Notice, and Distribution Costs also include the costs described in (a) through (f) above incurred by Plaintiff's Counsel and/or Plaintiffs third party experts or consultants for purposes of administration, distribution, and notification. A total sum of up to $750,000 will be advanced to the Settlement Administrator, as needed for payment of the Administration, Notice and Distribution Costs, with Defendant and Plaintiff's Counsel each advancing one-half of such total sum as provided herein. Within five (5) days of the Court's entry of the Preliminary Approval Order, Defendant will advance the sum of $250,000. Thereafter, as requested by the Settlement Administrator, Plaintiff's Counsel will advance the next $250,000, followed by 4 1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 5 of 140 $125,000 from Defendant, and, finally, $125,000 from Plaintiffs Counsel. All such funds shall be delivered to the Settlement Administrator for deposit in the Settlement Administrator's bank account for use by the Settlement Administrator solely for payment of Administration, Notice, and Distribution Costs. Both Defendant and Plaintiffs Counsel will be reimbursed for the amounts so advanced out of the Gross Settlement Fund within ten (10) days following the Effective Date. Provided, however, that in the event the Effective Date does not occur, there will be no right of reimbursement except as to any remaining portion of the funds advanced hereunder not yet spent as of the date when: (a) the Court denies approval of the Settlement; (b) the Judgment is reversed on appeal; or (c) the Settlement Agreement is otherwise terminated. In that event, Defendant and Plaintiff s Counsel will share the remaining advanced funds in the same proportion that the amount advanced by that party bears to the combined sum advanced to the Settlement Administrator by both parties. Any Administration, Notice, and Distribution Costs in excess of $750,000 will be paid from the Gross Settlement Fund. 1.2 "Allocation Methodology" means the methodology Plaintiff proposes to use to calculate the amount of the Net Settlement Fund to be sent to each Class Member. 1.3 "Case Contribution Award" means the award ordered by the Court, if any, to Plaintiff for his time, expense, and participation in this Litigation and in representing the Settlement Class. 1.4 "Class Period" means the period of time from and including January 1, 1985 through and including December 31, 2017. 1.5 "Class Wells" means all wells located in Oklahoma that meet either or both of the following criteria: (a) any Released Party is or was the operator, and/or (b) any Released Party, as a non -operator, separately marketed gas and paid its royalties directly or remitted the 5 f 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 6 of 140 royalty share from its sales to the operator for distribution. The claims related to royalty payments for production from Class Wells are only settled for production during the Class Period for each Class Well. Plaintiff and Defendant have attempted to prepare a complete list of Class Wells, which is attached hereto as Exhibit 5. Defendant represents that the records it located and provided to Plaintiffs Counsel concerning volume, value, and similar information relating to the Class Wells, are kept in the ordinary course of its business operations and are relied upon and used by Defendant in the conduct thereof. However, the parties understand and acknowledge that the records may contain clerical and other mistakes, and that due to the long Class Period, some data concerning the Class Wells no longer exists and/or is no longer in the possession of or accessible to Defendant. The definitions of the Settlement Class, Class Members, Class Period, and Class Wells are controlling for all purposes over the information contained in Exhibit 5, in any other exhibit to this Settlement Agreement, and in any other lists and documents created in connection with this Settlement. 1.6 "Class Member" is a person or entity within the Settlement Class definition who does not timely and properly submit a Request for Exclusion, or who is not otherwise excluded from the Settlement Class by order of the Court. 1.7 "Court" means the United States District Court for the Eastern District of Oklahoma. 1.8 "Defendant" means BP America Production Company. 1.9 "Defendant's Counsel" means: (a) Mark D. Christiansen and Michael F. Smith of McAfee & Taft, (2) Patrick D. Long, Greg R. Wehrer and Amanda Dodds Price of Squire Patton Boggs, (3) Charles D. Neal, Jr. of Steidley & Neal, and (4) Harvey D. Ellis, Jr. of Crowe & Dunlevy. 3 i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 7 of 140 1.10 "Distribution Check" means a check payable to a Class Member for the purpose of paying that Class Member's share of the Net Settlement Fund pursuant to the Final Plan of Allocation. 1.11 "Effective Date" shall have the meaning set forth in paragraph 9.3 below. 1.12 "Escrow Account" means an account maintained by the Escrow Agent. 1.13 "Escrow Agent" means the escrow agent appointed and approved by the Court. 1.14 "Escrow Agreement" means the agreement(s) between Plaintiffs Counsel (on behalf of Plaintiff and the Settlement Class), Defendant, and the Escrow Agent setting forth the terns under which the Escrow Agent shall maintain the Escrow Account in accordance with this Settlement Agreement. The Escrow Agreement shall be in the form agreed to by the Parties. 1.15 "Final and Non -Appealable," as applied to the Judgment, means that the following conditions are satisfied: (1) Seven (7) days have elapsed after each of the following: (i) no appeal has been commenced within 30 days after entry of the Judgment; (ii) any motion in this case challenging the Judgment or having the effect of extending the time for commencing an appeal under Fed.R.App.P. 4(a)(4) has been denied with no appeal having been commenced within 30 days after entry of the final order denying all such motions; and (iii) any motion to extend or reopen the time for commencing an appeal under Fed.R.App.P. 4(a)(5) or (6) that was filed before expiration of the time periods specified in (i) or (ii) has been denied, or if granted the moving party has not commenced an appeal within the time allowed; or (2) (a) if an appeal is commenced: (i) the Judgment is affirmed in full or the appeal is dismissed, mandate of the appellate court issues, and no petition for writ of certiorari is filed, or of if one is filed the U.S. Supreme Court either denies or dismisses such petition or affirms in full and its mandate issues, or (ii) the appellate court remands to the district court for further proceedings in which the district court issues a final decision that does not vacate or alter the original Judgment in any material respect, and that final decision itself becomes "Final and Non -Appealable" as defined in this paragraph 1.15; and (b) if a motion under paragraph 1.15(1)(ii) is granted: the court's final decision on such motion does not vacate or alter the Judgment in any material 7 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 8 of 140 respect, and that decision itself becomes "Final and Non -Appealable" as defined in this paragraph 1.15; or (3) such date as the Parties may otherwise agree in writing. 1.16 "Final Fairness Hearing" means the hearing set by the Court under Federal Rule of Civil Procedure 23 to consider final approval of the Settlement. 1.17 "Final Plan of Allocation" means the Plan of Allocation approved by the Court from which the final calculation of the Distribution Check is made that will be sent to each Class Member. 1.18 "Future Benefits" shall have the meaning set forth in paragraph 2.4 below. 1.19 "Gross Settlement Fund" means the total cash amount of $147,000,000.00 to be paid by Defendant, for itself and the other Released Parties, to the Settlement Class, subject to the conditions, qualifications and reductions set forth in this Settlement Agreement. Such reductions specifically include, but are not limited to, the refunding to Defendant of 100% of the portion of the Gross Settlement Fund that would have been attributable to the interests of the putative Class Members who elect to be excluded from the Settlement Class (or who are otherwise excluded from the Settlement Class by order of the Court), with no deductions therefrom being made for Plaintiffs Attorneys' Fees and Litigation Expenses, Case Contribution Award, Administration, Notice and Distribution Costs, and/or any other sums, it being the intent of this provision that Defendant be restored to 100% of the portion of the Gross Settlement Fund that would have been attributable to the interests of those Class Members who elect to be excluded from the Settlement Class (or who are otherwise excluded from the Settlement Class by order of the Court). It is expressly agreed that Defendant will pay only the Gross Settlement Fund, and that Defendant will not pay any other monetary sums under the Settlement and Settlement Agreement except for the advancing of up to $375,000 for 8 I ' 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 9 of 140 application toward the Administration, Notice, and Distribution Costs, as provided in Section 1. 1, above. 1.20 "Gross Settlement Value" means the total settlement value, which includes (a) the cash amount of the Gross Settlement Fund; (b) the substantial recovery and benefit to the Settlement Class resulting from Defendant having previously implemented new procedures and practices for calculating and paying royalty concerning production from Class Wells (referred to herein as "Past Benefits") that Plaintiff's expert will estimate the value of such benefit; and (c) Defendant's go forward agreement set forth below in paragraph 2.4 which Plaintiff estimates has a net present value of no less than $35,000,000. It is expressly acknowledged and agreed that Defendant makes no representation or guarantee that Plaintiff's estimates in subparts (b) and (c) above are or will in the future be determined to be correct. 1.21 "Initial Plan of Allocation" means the proposed Plan of Allocation using the Allocation Methodology as applied to (i) the putative Settlement Class before any Class Members are excluded from the Settlement by timely and properly submitting Requests for Exclusion or by order of the Court; and (ii) the estimated Net Settlement Fund, assuming (a) no Class Members file Requests for Exclusion (or are otherwise excluded from the Settlement Class by order of the Court) and (b) the Court approves the amount of Plaintiff's Attorneys' Fees and Litigation Expenses requested by Plaintiffs Counsel and Case Contribution Award requested by Plaintiff. Inasmuch as Defendant has no input with regard to the Initial Plan of Allocation or the Allocation Methodology, nothing in the Initial Plan of Allocation may conflict with or impede the other provisions of this Settlement Agreement. 1.22 "Judgment" means the Order Approving Class Action Settlement and Final Judgment, finally approving this Settlement and Settlement Agreement, with the content E 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 10 of 140 attached hereto as Exhibit 2, and entered by the Court without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintifl). 1.23 "Litigation" means the action now pending in the United States District Court for the Eastern District of Oklahoma, styled and numbered: Cecil v. BP America Production Company, Case No. CIV -16 -00410 -RAW. 1.24 "Litigation Expenses" means the reasonable costs and expenses incurred by Plaintiffs Counsel in commencing, prosecuting, and settling the Litigation. 1.25 "Net Settlement Fund" means the Gross Settlement Fund less: (1) Plaintiffs Attorneys' Fees and Litigation Expenses; (2) any Case Contribution Award awarded by the Court; (3) all of the Administration, Notice, and Distribution Costs; (4) any other costs and expenses that the Court orders to be deducted from the Gross Settlement Fund; and (5) the amount of money attributable to the interests of putative Class Members who have timely and properly opted out, as detailed in paragraph 1.19. 1.26 "Notice of Settlement" means the notice in substantially the same form and content as Exhibit 3 attached hereto, which will be mailed to all reasonably identifiable members of the Settlement Class, and the notice in substantially the same form and content as Exhibit 4 attached hereto, which will be published in accordance with the Plan of Notice. 1.27 "Parties" is separately defined on page 1 of this Settlement Agreement. 1.28 omitted intentionally. 1.29 "Plaintiff' is separately defined on page 1 of this Settlement Agreement. 1.30 "Plaintiffs Attorneys' Fees" means the fees awarded by the Court to Plaintiff s Counsel with respect to their work in the Litigation. 10 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 11 of 140 1.31 "Plaintiff's Counsel" means: (a) Reagan E. Bradford and W. Mark Lanier of The Lanier Law Firm, P.C.; and, (b) Rex Sharp and Barbara Frankland of Rex A. Sharp, P.A. 1.32 "Plan of Notice" means the process described in paragraph 3.4 below for sending and publishing the Notice of Settlement. 1.33 "Preliminary Approval Order" means the order attached hereto as Exhibit 1, and entered by the Court without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff). 1.34 omitted intentionally. 1.35 "Released Claims" means any and all claims, actions (including class actions), causes of action, choses in action, demands, debts, obligations, duties, liens, liabilities, and theories of liability and recovery of whatsoever kind and nature, whether in contract or tort, at law or in equity, under express or implied covenants or duties, known or unknown, accrued or unaccrued, contingent, prospective or matured, whether for actual, direct, indirect, consequential, treble, or punitive damages, disgorgement, interest, injunctive relief, declaratory relief, equitable relief, or any other type of relief, asserted or that could have been asserted in the Litigation against the Released Parties, or any of them, related to or arising from the underpayment or non-payment by the Released Parties (or on behalf of them) of royalties on gas and gas constituents (including, but not limited to, helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells during the Class Period. The Released Claims specifically include, without limitation, claims based in whole or in part on allegations: (1) that the Released Parties underpaid and/or failed to pay royalty as a result of direct or indirect deductions (or the factoring of certain monetary or in-kind fees, losses or reductions in production volumes or other burdens into the computation of royalties 11 I i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 12 of 140 with the result of reducing royalty payments) associated with marketing, gathering, transporting, compressing, dehydrating, treating, blending, processing, using or providing plant and compressor fuel, or similar services (and also include claims for gas lost through shrinkage, line loss or similar causes) with respect to gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells; (2) that the Released Parties improperly paid royalty based on proceeds received from the sale of the gas and gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells and without using the volumes produced at or near the wellhead, whether under "percentage of proceeds", "percentage of index", or similar contracts; (3) that the Released Parties underpaid royalty on gas and gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells by not paying royalty on (or by deducting in any way) volumes of gas and its constituents used in operations, gas and its constituents used in post -production functions, gas and its constituents used by or for gas plants and other facilities, and gas and its constituents used in the manufacture of products or fuel (sometimes referred to as "fuel gas"); (4) that the Released Parties failed to pay or underpaid royalty as a result of line loss, shrinkage or similar causes, or on drip gas, helium, natural gas liquids, residue gas, nitrogen, and condensate or other substances that separated from the gas stream in the gathering system, gas plant, transmission lines, or other facilities with respect to gas and gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells; (5) that the Released Parties underpaid royalty by not paying royalty on the full value and/or volume (before deduction of any costs or fuel gas) of residue gas, natural gas liquids, helium, nitrogen, condensate, or other products that were part of the gas stream produced from the 12 I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 13 of 140 Class Wells; (6) that the Released Parties failed to disclose to and/or misled the Releasing Parties concerning, among other things, the amount and nature of deductions from royalty on gas and gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells; (7) that the Released Parties violated any alleged fiduciary duties to the Releasing Parties and/or failed to comply with any other duties relating to royalty payments, including without limitation any implied duty to produce a marketable product (also sometimes referred to as the "marketable product rule" or "marketable condition rule"), or to bear the costs of making such production a marketable product, in calculating and paying royalties on gas and gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells; (8) that the Released Parties failed to provide all of the information required by the Oklahoma Production Revenue Standards Act ("PRSA") or otherwise failed to comply with the PRSA; (9) that the Released Parties failed to make diligent efforts to secure the best terms (including but not limited to pricing terns or other terms that impact price or value) available for the sale of gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate); (10) that the Released Parties failed to account to Class Members for the full value of the production, including all deductions and reductions from the value and/or volume of gas and gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells; (11) that affiliate or alleged self-dealing transactions by the Released Parties violated or breached any duties owed by the Released Parties to the Releasing Parties or damaged the Releasing Parties; (12) that any royalty payment adjustments (such as prior period adjustments) to prices, values, volumes or other criteria, made by Defendant in the ordinary course of business with respect to gas and its constituents (including helium, residue 13 1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 14 of 140 gas, natural gas liquids, nitrogen, and condensate) produced from the Class Wells are underpaid as a result of direct or indirect deductions associated with marketing, gathering, transporting, compressing, dehydrating, treating, blending, processing, providing plant and compressor fuel, or similar services; (13) that as a result of the Released Parties' actions with respect to the Class Wells, the Released Parties (or any of them) are liable to Class Members for alleged violations of RICO, breach of lease (express and/or implied covenants), tortious breach of lease or contract, breach of fiduciary or quasi -fiduciary duty, actual fraud, constructive fraud, deceit, conversion, conspiracy, unjust enrichment/disgorgement, accounting, actual damages, treble damages, punitive damages (including but not limited to punitive damages related to or arising out of an increased financial benefit derived as a result of the conduct of Defendant (including its affiliated predecessors and affiliated successors) as to Class Members, or damages related to alleged reprehensibility of conduct by Defendant (including its affiliated predecessors and affiliated successors) as to Class Members), injunctive relief, statutory interest, or penalties; and (14) that the Released Parties failed to pay statutory interest on the underpayment or non- payment of royalty referenced in (1) through (13) above. Any and all claims of the Releasing Parties not released by this Settlement Agreement are expressly reserved. 1.36 "Released Parties" refers collectively to the BP America Released Parties and the Third Party Released Parties and their respective past and present directors, officers, employees, attorneys, agents, consultants, servants, stockholders, members, representatives, insurers, parents, subsidiaries and affiliates. `BP America Released Parties" means Defendant and its affiliated predecessors, affiliated successors, affiliated assignors, and affiliated assignees. "Third Party Released Parties" means other working interest owners in Class Wells and their respective affiliated predecessors, affiliated successors, affiliated assignors, and 14 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 15 of 140 affiliated assignees, only to the extent any of the BP America Released Parties marketed gas and its constituents and paid royalty on behalf of such other working interest owners during the Class Period; provided, however, that (a) no claims are released against other working interest owners in Class Wells to the extent of any gas from Class Wells that they or their designee separately marketed on their own behalf, and (b) no claims are released as to gas marketed for any of the BP America Released Parties by third -party operators not affiliated with any of the BP America Released Parties; however, the Releasing Parties covenant not to sue the Released Parties for any alleged royalty underpayments or non -payments with respect to such gas and its constituents marketed for the BP America Released Parties by others during the Class Period as to any Class Wells. A complete list of BP America affiliates is attached as Exhibit 6. 1.37 "Releasing Parties" means all Class Members, including the Plaintiff, and their respective predecessors, successors, heirs, assignors, and assignees, and any past and present directors, officers, employees, attorneys, agents, consultants, servants, trustees, stockholders, members, representatives, subsidiaries, and affiliates of such persons or entities. 1.38 "Request for Exclusion" means any timely and properly submitted request for exclusion from the Settlement Class pursuant to Federal Rule of Civil Procedure 23 that meets the requirements set by the Court for exclusion. 1.39 "Residual Unclaimed Funds" means any portion of the Net Settlement Fund that has not been deposited or cashed by a Class Member, including but not limited to (i) the total amount of Distribution Checks sent to Class Members who later cannot be located by the Settlement Administrator through reasonable commercial efforts (as described in paragraph 6.10 and 6.11 below); and (ii) the amount of Distribution Checks sent to Class Members that 15 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 16 of 140 are voided because they are not cashed or deposited within the time specified on the Distribution Check. 1.40 "Settlement" means the Parties' agreement to resolve the Litigation as described in the Settlement Agreement, together with the settlement activities associated with the implementation of this Settlement Agreement. 1.41 "Settlement Administrator" means the person or entity that is approved and appointed by the Court to administer the Settlement. 1.42 "Settlement Class" shall mean the below -described class that -the Parties have agreed should be certified for settlement purposes only, pursuant to the Preliminary Approval Order with the content attached hereto as Exhibit 1 and entered by the Court without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff. The Settlement Class shall consist of those who fall within the class definition below and who do not timely and properly submit a Request for Exclusion, or who are not otherwise excluded from the Settlement Class by order of the Court, with the result that they remain Class Members who participate in this Settlement: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully 16 r 1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 17 of 140 released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiffs Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001- 73 in the District Court for Pittsburg County, Oklahoma.2 2. CONSIDERATION 2.1 The Defendant's ability to buy peace from litigation concerning the Released Claims and finality of resolution concerning said claims is material to its willingness to enter into this Settlement Agreement and to deliver the consideration that it is providing herein. In consideration for the releases, covenants, and agreements given by the Releasing Parties in this Settlement Agreement, Defendant agrees to provide pursuant to this Settlement, for distribution in the manner set forth in this Settlement Agreement, the Gross Settlement Fund of One Hundred Forty -Seven Million Dollars ($147,000,000.00). Defendant further agrees to act in the future in accordance with the go -forward, future benefits and forms of consideration that are described as part of the components of additional consideration set forth in the definition of Gross Settlement Value. 2.2 Defendant shall pay or cause to be paid one-half of the Gross Settlement Fund (i.e., the sum of $73,500,000) into the Escrow Account within forty-five (45) days after entry of the Preliminary Approval Order. Defendant shall pay or cause to be paid the remaining 2 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 17 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 18 of 140 second -half of the Gross Settlement Fund (i.e., the sum of $73,500,000) into the Escrow Account, in Defendant's sole discretion, either (i) within ten (10) days after the Judgment is entered; or (ii) within ten (10) days after the Effective Date. Provided, however, that in the event that Defendant elects option (ii) above, then, in addition to the principal amount, Defendant shall also pay interest thereon from the date the Judgment is entered through and including the date of payment at a rate equal to the U.S. Treasury Bill daily interest rate (based on a 52-week maturity) as of the date on which the Judgment is entered. After the date on which Defendant has paid the entire Gross Settlement Fund in the manner set out above, neither Defendant nor any of the Released Parties shall have any further liability to the Settlement Class with respect to the Gross Settlement Fund or its administration, including but not limited to any distributions made from the Gross Settlement Fund. 2.3 The Parties agree that the settlement of the Released Claims and the other provisions of this Settlement Agreement and the resulting Settlement are supported by good and adequate consideration including the Gross Settlement Value and the Parties' agreements, releases, and covenants herein. 2.4 As to the Class Wells, Defendant agrees to continue to use the procedures and practices currently in place (referred to herein as "Future Benefits") for a period of seven (7) years beginning May 1, 2018 through April 31, 2025. Specifically, where the royalties of the Class Members are paid under oil and gas leases or other governing documents that do not include express and detailed wording expressly allowing or disallowing the deduction of specified types of costs in the computation of royalty payments, royalties will be computed as follows: Defendant will determine the Class Member's royalty share from Defendant's working interest share of the wellhead metered gas and then deduct only third party processing 18 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 19 of 140 fees, volumes lost or consumed upstream of the tailgate of any third party processing plants, and mainline transportation costs to move product to downstream markets. Defendant's agreement set forth in this paragraph is not to be construed in any way as an admission that Oklahoma law requires such procedures and practices. It is understood and agreed that nothing in this Settlement Agreement, and in particular the provisions describing the manner in which Defendant will compute royalties with respect to the Class Wells for the above -referenced seven (7) year period is intended to prohibit Defendant from changing its method of royalty payments to implement changes that would benefit the Class Members. Plaintiffs expert estimates that over the seven (7) year time period, the Future Benefits have a net present value of no less than $35,000,000 to the Settlement Class. Plaintiff, the Settlement Class, and Defendant agree that the above dollar amounts are only the Plaintiff's expert's estimates, and that if the actual financial benefit of the Future Benefits differs from the estimate it shall not be the basis for a claim for any kind of relief, whether against Defendant, Defendant's Counsel, any Class Member, Plaintiffs Counsel, Plaintiff, Plaintiff's expert or any of their successors and assigns. 2.5 Class Members agree, in exchange for their respective shares of the Net Settlement Fund, the Past and Future Benefits, and the performance of the other obligations and duties of Defendant as set forth herein, to give the Releases, Dismissal, and Covenant Not to Sue described in Section 4 below, and the other valuable consideration provided under the other provisions of this Settlement Agreement. 3. PLAN OF NOTICE AND COURT APPROVALS 3.1 No later than three (3) days after the date this Settlement Agreement is executed by the Parties, Plaintiff will file a motion with the Court seeking preliminary approval of this 19 � r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 20 of 140 Settlement Agreement, which shall include the proposed Preliminary Approval Order attached hereto as Exhibit 1, and entered by the Court without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff). 3.2 omitted intentionally. 3.3 As soon as reasonably possible, but in no event more than seven (7) days after the Settlement Agreement is executed, Defendant shall provide Plaintiffs Counsel, subject to the understood designation of such materials as "Confidential" under the protective order addressing confidentiality concerns in this case, (a) in electronic format Defendant's December 2017 royalty paydeck data, including the payees' names, last known addresses, tax identification numbers, and royalty decimal interests for Class Wells that were producing and operated by Defendant as of December 2017 (such Settlement Class member- information shall be provided using the data within Defendant's royalty paydeck databases, and Defendant is under no obligation to research, scrutinize or double-check the correctness of that data before providing it to the Settlement Administrator for its use); (b) in electronic format a list of the Class Wells and the name of the person or entity who operates the wells so that the Settlement Administrator (or other consultant retained pursuant to paragraph 1.1) can make reasonable efforts to obtain December 2017 (or most recent available) royalty paydecks that include the payees' names, last known addresses, tax identification numbers, and royalty decimal interests of Class Members. Defendant will cooperate in obtaining royalty pay decks from third -party operators by sending a letter substantially in the form set forth as Exhibit 7; and, (c) for Class Wells that have been sold, assigned, transferred, or are no longer producing, in electronic format the last known royalty paydeck data, including payees' names, last known addresses, FIE 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 21 of 140 tax identification numbers, and royalty decimal interests based on electronic payment data reasonably available to Defendant. 3.4 Within forty-five (45) days after entry of the Preliminary Approval Order, or as otherwise ordered by the Court, the Settlement Administrator will mail (or cause to be mailed) the Notice of Settlement by first class mail to all potential Class Members who have been identified after reasonable efforts to do so. The Notice of Settlement will be mailed to members of the Settlement Class using the royalty paydeck data described in paragraph 3.3 above, the royalty paydeck data that can be reasonably and timely obtained from third -party operators in a useable format, and any updated addresses found by the Settlement Administrator. Within five (5) days after mailing of the first Notice of Settlement, the Settlement Administrator also shall publish (or cause to be published) the summary Notice of Settlement one time in each of the following newspapers: (1) The Oklahoman, a paper of general circulation in Oklahoma; (2) The Tulsa World, a paper of general circulation in Oklahoma; (3) The Muskogee Phoenix, a paper of local circulation; and, (4) The McAlester News Capital & Democrat, a paper of local circulation. Within five (5) days after mailing the first Notice of Settlement and through the Final Fairness Hearing, the Settlement Administrator will also display (or cause to be displayed) on an Internet website dedicated to this Settlement the following documents: (a) the Notice of Settlement, (b) the last proposed amended Complaint without Confidential Information references which Defendant will not Answer but generally denies, (c) this Settlement Agreement, and (d) the Preliminary Approval Order. Neither Defendant, Defendant's Counsel, Plaintiff, the Settlement Class, nor Plaintiffs Counsel shall have any liability for failure of the Notice of Settlement to reach any Class Member. 3.5 omitted intentionally. 21 r" 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 22 of 140 3.6 No later than seven (7) days prior to the opt-out/objection deadline, and if the Settlement has not been terminated pursuant to this Settlement Agreement, Plaintiff shall move for: (a) final approval of the Settlement pursuant to Federal Rule of Civil Procedure 23(e); (b) entry of the Judgment having the content attached as Exhibit 2, and entered by the Court without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff); (c) final approval of the Allocation Methodology and Initial Plan of Allocation; and (d) Plaintiffs Attorneys' Fees, Litigation Expenses, and/or a Case Contribution Award. After Notice of Settlement is given in the manner directed by the Court, Plaintiff will request the Court to then enter the Judgment, and specifically approving all terms and provisions of this Settlement Agreement, including the Allocation Methodology and Final Plan of Allocation; provided, however, that Defendant will take no position on the Allocation Methodology (or any Plan of Allocation implementing the Allocation Methodology). The Judgment shall have the content attached hereto as Exhibit 2, without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff). 3.7 The Parties request that the Court to stay the Litigation pending the Court's decision on final approval of the Settlement Agreement. In addition, Defendant requests (and Plaintiff does not oppose) that the Court enjoin and restrain all members of the Settlement Class from continuing, maintaining, filing, commencing, prosecuting, supporting, intervening in, or participating as plaintiffs, claimants, or class members in any other action or proceeding in any jurisdiction against the Released Parties, or any of them, based on, relating to, or arising out of the claims and causes of action, or the facts and circumstances at issue in this Litigation and/or the Released Claims until the date upon which: (i) the Court enters a final order herein approving the proposed Settlement and entering the Judgment, (ii) the Court enters a final order 22 f' 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 23 of 140 herein denying approval of the proposed Settlement, or (iii) the Settlement Agreement is otherwise terminated. 4. RELEASES, DISMISSAL, AND COVENANTS 4.1 Upon the Effective Date, the Released Parties, individually and collectively, shall be fully, finally, and forever deemed to have been released by the Releasing Parties from the Released Claims. The Releasing Parties shall be enjoined from asserting or prosecuting any Released Claims against any Released Parties. 4.2 Upon the Effective Date, Defendant covenants and agrees that it will not make out -of -period adjustments for the purpose of directly or indirectly clawing back, recouping or reversing the monies paid by Defendant under this Settlement Agreement. 4.3 Upon the Effective Date, the Releasing Parties, and each of them: (i) agree and covenant that, in addition to the foregoing release of the Released Claims, they shall not, at any time, directly or indirectly, on their own behalf or through others, sue, instigate, institute, or assert against the Released Parties any claims or actions on or concerning the Released Claims based in whole or in part on any facts existing during the Claim Period, and (ii) acknowledge that the foregoing covenant shall apply and have effect by virtue of this Settlement Agreement and by operation of the Judgment. Plaintiffs Counsel and the Releasing Parties further agree and acknowledge that the covenants not to sue provided for in this paragraph are made to inure to the benefit of, and are specifically enforceable by, each of the Released Parties. 5. ESCROW ACCOUNT AND PAYMENT OF TAXES 5.1 All funds held by the Escrow Agent shall be deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds shall be distributed or returned pursuant to the terms of this Settlement Agreement and/or 23 I r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 24 of 140 further order of the Court. Unless otherwise agreed to in writing between Defendant and Plaintiff's Counsel, the Escrow Agent shall maintain all funds in one of the top 5 U.S. banks, in accounts fully insured by the United States Government Federal Deposit Insurance Corporation (FDIC), or a like United States Government backed investment such as United States Treasury Bills. All risks related to the investment of the Gross Settlement Fund shall be borne solely by the Gross Settlement Fund. 5.2 The Parties agree that the Gross Settlement Fund is intended to be a qualified settlement fund within the meaning of section 46813(d)(2) of the Internal Revenue Code and Treasury Regulation § 1.46813-1 and that the Settlement Administrator, as administrator of the Escrow Account within the meaning of Treasury Regulation § 1.468B - 2(k)(3), shall be solely responsible for timely filing or causing to be filed all information and tax returns as may be necessary or appropriate (including, without limitation, the returns described in Treasury Regulation § 1.468B -2(k)). All taxes, interest and penalties on the income earned on the funds in the Escrow Account shall be paid out of the Escrow Account as provided herein and pursuant to the disbursement instructions set forth in the Escrow Agreement. The Settlement Administrator shall also be solely responsible for causing payment to be made from the Gross Settlement Fund of any taxes, interest and penalties owed with respect to the Gross Settlement Fund. The Settlement Administrator, as administrator of the Gross Settlement Fund within the meaning of Treasury Regulation §1.468B -2(k)(3), shall timely make such elections as are necessary or advisable to carry out this paragraph, including, as necessary, making a "relation back election," as described in Treasury Regulation § 1.46813-10), to cause the qualified settlement fund to come into existence at the earliest allowable date, and shall take or cause to be taken all actions as may 24 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 25 of 140 be necessary or appropriate in connection therewith. 5.3 Any tax returns prepared for the Gross Settlement Fund (as well as the election set forth therein) shall be consistent with the Settlement Agreement and in all events shall reflect that all taxes (including any interest or penalties) on the income earned by the Gross Settlement Fund shall be paid out of the Gross Settlement Fund as provided herein. The Gross Settlement Fund shall indemnify and hold all Released Parties, Defendant, Defendant's Counsel, and Plaintiff's Counsel harmless for any taxes, interest, penalties and related expenses of any kind whatsoever. The Parties shall notify the Escrow Agent promptly if they receive any notice of any claim for taxes relating to the Gross Settlement Fund. 5.4 All income taxes, if any, incurred on the part of Class Members in connection with the implementation of this Settlement Agreement shall be reported and paid by the individual Class Members to the extent of their individual tax liability on proceeds they individually receive. Except for any amounts withheld for tax purposes by the Settlement Administrator, the individual Class Members are solely responsible for the payment of any and all taxes attributable to payments made to them under this Settlement Agreement. Plaintiff, Plaintiffs Counsel, Defendant, Defendant's Counsel, the Gross Settlement Fund, and the Settlement Administrator shall have no responsibility or liability whatsoever for any such payments. Defendant, Defendant's Counsel, and Class Members will bear no responsibility for any taxes due on Plaintiff's Attorney's Fees or any reimbursement of Litigation Expenses and such taxes will not be paid from the Escrow Account. Plaintiff is solely responsible for any taxes due on any Case Contribution Award. Plaintiffs Counsel is responsible for and shall bear any taxes due on Plaintiffs Attorneys' Fees and/or due on reimbursement of Litigation Expenses. The Class Members, Plaintiffs Counsel and Plaintiff, and each of them, shall RR r � 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 26 of 140 indemnify and hold all Released Parties, Defendant and Defendant's Counsel harmless from and against any liability for any taxes, interest, penalties and related expenses of any kind whatsoever related to the payments they receive under this Settlement Agreement. 5.5 All distributions shall be subject to any required federal, state or local income tax withholding, which the Settlement Administrator shall withhold and pay to the appropriate taxing authorities. The Settlement Administrator shall prepare, file and provide IRS Forms 1099-MISC to Class Members, or, in the event a form 1099-MISC is not required, an explanation of such payment. In the event Forms 1099-MISC are not filed by the Settlement Administrator, the Settlement Administrator is solely responsible for paying any resulting taxes, interest or penalties associated with such failure to file Forms 1099-MISC. In the event a Distribution Check is not cashed or is returned to the Settlement Administrator, such that a Class Member does not receive payment of the amount distributed, the Settlement Administrator shall make reasonable efforts to identify a correct address for such Class Member and shall request a refund from the taxing authority to whom any withheld taxes were paid on behalf of the Class Member who did not receive payment, and any such refunds will become part of the Residual Unclaimed Funds. 5.6 The Parties agree that Defendant, Defendant's Counsel, and Plaintiffs Counsel have no responsibility or liability for any severance taxes or other taxes that any person or entity may later claim to be due on the amounts disbursed to the Class Members from the Escrow Account. 5.7 Defendant will have no input in determining the amount of taxes payable by the Settlement Class or how the taxes will be paid from the Gross Settlement Fund and likewise 26 r � 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 27 of 140 will not be bound in any respect by such determination or be attributed with any agreement as to whether the taxes paid by the Settlement Class are due or payable. 5.8 The Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the maintenance, investment, distribution, or any other action or inaction related to the Net Settlement Fund, the payment or withholding of any taxes, or any other expenses or losses in connection with such matters. 5.9 Before making any distribution(s) from the Escrow Account prior to the Effective Date, approval of each proposed distribution must be obtained from Defendant, and then the Settlement Administrator and/or Plaintiff's Counsel must request and receive approval of the distribution from the Court in a written order. After the Effective Date, it shall no longer be necessary to first obtain approval from the Defendant of proposed distributions. The request for distribution shall include the amount of the distribution, a breakdown of the line items included in the proposed distribution, and any supporting documents necessary for the Court to verify that the amount comports with the terms of the Settlement and any applicable Court order. 6. CLAIMS ADMINISTRATION, ALLOCATION, AND DISTRIBUTION OF NET SETTLEMENT FUND 6.1 The Allocation Methodology is a matter separate and apart from the proposed Settlement between Plaintiff and Defendant and is to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of this Settlement. Provided that none of the terms of the Settlement are modified by such decision, any decision by the Court concerning the Allocation Methodology shall not affect the validity or finality of the Settlement or operate to terminate or cancel this Settlement or affect the finality of the Judgment. Further, after the issuance of any notice contemplated by this Settlement Agreement 27 r r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 28 of 140 or ordered by the Court, the Allocation Methodology may be modified without any further notice being required, provided the modification is approved by the Court. 6.2 Plaintiff's Counsel, with the assistance of the experts and consultants they retain, shall, subject to Court approval, allocate the Net Settlement Fund to individual Class Members who are participating in the Settlement proportionately, with due regard for: (a) the production marketed by Defendant on behalf of itself and/or others, (b) the amount and date of claimed royalty underpayment to Class Members, (c) the time period when the claimed underpayment occurred, and, (d) the distribution of small amounts that exceed the cost of the distribution. Thereafter, the Net Settlement Fund will be allocated for each Class Well proportionately among all Class Members in such well based on their respective royalty decimal interests using the approximate December 2017 royalty paydeck data provided by Defendant or obtained from a third -party pursuant to paragraph 3.3 (or another reasonably current available royalty paydeck), subject to review and approval by Plaintiffs Counsel and the Court. This allocation is subject to modification by Plaintiffs Counsel and final approval by the Court. Neither Defendant nor Defendant's Counsel is responsible or liable for any aspect of the Allocation Methodology or any plan of allocation implementing that methodology. 6.3 No later than seven (7) days prior to the opt-out/objection deadline, the Settlement Administrator and/or Plaintiffs Counsel will provide an Initial Plan of Allocation to the Court. The Initial Plan of Allocation will reflect the amount of the Distribution Check that would be sent to each putative Class Member based upon: (i) the royalty paydeck information provided by Defendant and obtained by third -party operators pursuant to paragraph 3.3 above; (ii) the assumption that no putative Class Member timely and properly submits a Request for Exclusion from the Settlement Class or is excluded from the Settlement Class by order of the 28 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 29 of 140 Court; and (iii) the assumption that Plaintiffs application for Plaintiff's Attorneys' Fees, Litigation Expenses, and a Case Contribution Award is approved. 6.4 Within five (5) days after the Effective Date, the Settlement Administrator will: (a) refund to Defendant (as set forth more specifically in paragraph 1.19) the amount attributable to the interests of members of the Settlement Class who timely and properly submitted a Request for Exclusion or who were otherwise excluded by order of the Court; and (b) provide Defendant with the detail necessary for the Court and Defendant to verify the Settlement Administrator's calculation of the refund amount. The amount of such refund will be calculated in accordance with the Allocation Methodology used in the Initial Plan of Allocation as applied to the Gross Settlement Fund without deduction for the following: (i) the amount of Plaintiffs Attorneys' Fees, Litigation Expenses, and Case Contribution Award; and (ii) the amount of any other expenses the Court approved to be paid from the Gross Settlement Fund (including, without limitation, any Administration, Notice, and Distribution Costs advanced by Plaintiffs Counsel and/or Defendant). 6.5 Within thirty (30) days after the Effective Date, Plaintiff will file the Final Plan of Allocation with the Court and seek approval thereof. The Final Plan of Allocation will reflect the proportionate amount of the Net Settlement Fund to be paid to each Class Member pursuant to the Allocation Methodology. 6.6 The Settlement Administrator shall administer the Settlement and distribute the Net Settlement Fund under Plaintiffs Counsel's supervision in accordance with this Settlement Agreement and any applicable orders of the Court and subject to the jurisdiction of the Court. Further, to the extent Defendant has not provided the taxpayer identification number for a Class Member, the Settlement Administrator shall make reasonable efforts to obtain the Class 29 I r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 30 of 140 Member's tax identification number, including making reasonable inquiry and sending a form W-9 Request for Taxpayer Identification Number and Certification to the best reasonably obtainable address of the Class Member. Plaintiff, Defendant, and their respective Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effectuate its terms. 6.7 It is recognized that for Class Wells where Defendant, as a non -operator, separately marketed gas with current production, the Settlement Administrator, at the election of Defendant, may distribute to the operator the portion of the Net Settlement Fund allocated to that non -operated well for further distribution to royalty owners or remit those distributions directly to Class Members. For Class Wells currently operated by Defendant, the Settlement Administrator will proportionately distribute the Net Settlement Fund directly to Class Members. In the case of Class Wells Defendant previously operated but sold, assigned, transferred, or are no longer producing, the Settlement Administrator will make distribution directly to Class Members. However, if the information needed to make distribution cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Net Settlement Fund as part of the Residual Unclaimed Funds. All distributions by the Settlement Administrator will be subject to review and approval by Plaintiff's Counsel and the Court. 6.8 The Parties agree that no part of the Gross Settlement Fund will be distributed until the Effective Date. If the Settlement is not finally approved in a Judgment, the full Gross Settlement Fund and any accrued interest or returns earned in the Escrow Account will be refunded to Defendant within five (5) days from the date of entry of an order by the Court declining to approve the Settlement. 30 r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 31 of 140 6.9 After Court approval of the Final Plan of Allocation, the Settlement Administrator will make prompt distribution of funds to the persons ordered by the Court to receive those funds. The Settlement Administrator will only make distributions based on the Final Plan of Allocation approved by the Court. It is contemplated that distributions may be made in waves, where using that approach is more efficient for the Settlement Administrator, so that payments to readily identified Class Members are not unduly delayed. If possible and feasible just before distribution to Class Members, the remaining funds in the interest bearing Escrow Account shall be transferred to a non-interest bearing account so as to avoid excessive fees for check writing. The Settlement Administrator will make a diligent effort to mail the first Distribution Checks within 90 days after the Effective Date and, within the subsequent 90 days, will mail the Distribution Checks representing 95% of the Net Settlement Fund (such percentage to be calculated based upon the amount of payments shown in the Final Plan of Allocation). The remainder of the Net Settlement Fund will be distributed to Class Members within 210 days after the Effective Date. Any portion of the Net Settlement Fund remaining ninety (90) days after the Settlement Administrator sends the final wave of Distribution Checks will be considered to be Residual Unclaimed Funds. 6.10 The Settlement Administrator will use commercially reasonable efforts, subject to review and approval by Plaintiffs Counsel, to distribute the Net Settlement Fund. If the information needed to send a Distribution Check cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Escrow Account as Residual Unclaimed Funds. 6.11 If a Distribution Check is returned to the Settlement Administrator for incorrect or insufficient address, the Settlement Administrator and/or consultants working with the 31 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 32 of 140 Settlement Administrator will use commercially reasonable methods to locate an updated address and will re -issue and re -mail the Distribution Check within 10 days. If the second Distribution Check is returned and the Class Member cannot be located through commercially reasonable efforts, the portion of the Net Settlement Fund attributable to them will remain in the Net Settlement Fund for 45 days after the date the second Distribution Check was returned and, thereafter, will be considered Residual Unclaimed Funds. Any remaining Residual Unclaimed Funds shall be paid pursuant to the provisions of paragraph 6.18. 6.12 Included with each Distribution Check shall be an enclosure that includes the following notice (or, if a change is required by the Court, a notice substantially the same as the following): TO: Class Member or Designated Royalty Distributor: The enclosed check represents a share of the net settlement fund in settlement of the Class Action Cecil v. BP, Case No. 16 -CV -00410 -RAW, in the United States District Court for the Eastern District of Oklahoma. You are receiving this notice and check because: (1) you have been identified as a Class Member in this action, or (2) you are the designated royalty distributor of a well in which Defendant or a predecessor or assignee of Defendant, currently and/or in prior periods, marketed their own gas. If you are not legally entitled to the proceeds identified on the check, the Court has entered an Order that requires you to pay these proceeds to persons legally entitled thereto or return this check uncashed to the sender. If you are a designated royalty distributor, you are required to pay these proceeds to the current royalty owners in each of the wells identified on the check detail, and a copy of this notice should be included with the payment to each such royalty owner. The distribution described above to Class Members is based on the assumption that very few sales of royalty interests have occurred. It has also been assumed that where sales did occur, it was the intent of the parties that the buyer was entitled to receive payment for past claims. Finally, it has been assumed that where royalty interests passed through inheritance, devise, or interfamily transfers, that it was the intent that the heir, devisee, or transferee also receive payment for past claims. To the extent that these assumptions are not correct in relation to particular transfers of interest, the Court has ordered that the Class Member who receives payment shall in turn make payment to the proper party or return this check uncashed to the sender. The person to whom this check was originally made payable, and anyone to whom the check has been assigned by that person, has accepted this payment pursuant to the terms of the Settlement Agreement, Notice of Settlement, and Judgment related thereto, which releases, Defendant, and the 32 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 33 of 140 other Released Parties (as defined in the Settlement Agreement) from any and all Released Claims (as defined in the Settlement Agreement). Pursuant to the Order of the Court, it is the duty of the payee of the check to ensure that the funds are paid to the Class Member(s) entitled to the funds, and the release by Class Member(s) entitled to the funds shall be effective regardless of whether such Class Member(s) receive some, all, or none of the proceeds paid to a payee of a settlement check. This check shall be null and void if not endorsed and negotiated within ninety (90) days of its date. The release of claims provided in the Settlement shall be effective regardless of whether this check is cashed. 6.13 Defendant, Defendant's Counsel, the Settlement Administrator, Plaintiff, and Plaintiff's Counsel shall have no liability to any Class Member for mis-payments, over- payments, or underpayments of the Net Settlement Fund. 6.14 If any Class Member has been paid any portion of the Net Settlement Fund for any period of time for which that Class Member was not entitled to receive that payment, and some other person or entity who owned or claims to have owned the right to assert the Released Claims and asserts a claim against any of the Released Parties for payment of all or a portion of the Net Settlement Fund or any other Released Claim, then the Class Member who received an excess share shall be liable for the overpayment amount to the person who is determined to have been properly owed that amount, and that Class Member shall indemnify, defend, and hold harmless any of the Released Parties, Plaintiff's Counsel, or any other Class Member. 6.15 To the extent not specifically addressed above, any other amount of the Net Settlement Fund that remains in the Net Settlement Fund account seventy-five (75) days after the Settlement Administrator sends the final wave of Distribution Checks and for which further distribution is not economically viable, shall be considered Residual Unclaimed Funds. 6.16 Within seventy-five (75) days after the Settlement Administrator sends the final wave of Distribution Checks, the Settlement Administrator shall send a reconciliation of the 33 i' 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 34 of 140 amount remaining in the Escrow Account to Defendant and Plaintiffs Counsel, and Plaintiff shall submit applications to the Court to distribute such funds pursuant to the terms of this Agreement. The reconciliation must include: (i) a detail of each distribution made from the Escrow Account; (ii) the total Residual Unclaimed Funds and detail sufficient to verify that total; and (iii) detail showing the total amount of the Administration, Notice and Distribution Costs paid from the Escrow Account. 6.17 Upon completing all distributions of the Net Settlement Fund to Class Members (including any necessary supplemental distributions), and complying with the Court's order(s) in furtherance of this Settlement, the Settlement Administrator will have satisfied all obligations relating to the payment and distribution of the Net Settlement Fund. 6.18 Any Residual Unclaimed Funds remaining in the Escrow Account after distribution has otherwise been completed shall be held for cy pres distribution to Oklahoma institutions of higher education as recommended by Plaintiffs Counsel and subject to Court approval. 6.19 The Court shall retain jurisdiction to determine any issues relating to the payment and distribution of the Net Settlement Fund, and any claims relating thereto shall be determined by the Court alone and shall be limited to a determination of the claimant's entitlement to any portion of the Net Settlement Fund, and no consequential, punitive, or other damages; attorneys' fees any other applicable fees; interest; or costs shall be awarded in any proceeding regarding any such determination. 6.20 The Releases, Dismissal and Covenants shall be effective as provided in this Settlement Agreement, regardless of whether or not particular Class Members did or did not receive payment in connection with this Settlement Agreement and regardless of whether or 34 f 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 35 of 140 not any Class Member who was obligated pursuant to the Judgment to pay some or all of the distributed funds to another Class Member in fact made such payment to such other member of the Settlement Class. The failure of a Class Member to make a payment required of it pursuant to the payment obligations of the Judgment shall not be a defense to enforcement of the Release of the Released Claims against the Released Parties or the Covenant Not to Sue, as to any Class Member. 6.21 Except in the case of willful and intentional malfeasance of a dishonest nature directly causing such loss, Plaintiff's Counsel, Plaintiff, the Settlement Class and the Released Parties shall have no liability for loss of any portion of the Gross or Net Settlement Fund under any circumstances and, in the event of such malfeasance, only the party whose malfeasance directly caused the loss has any liability for the portion of the Gross or Net Settlement Fund lost. 7. ATTORNEYS' FEES, CASE CONTRIBUTION AWARD, AND LITIGATION EXPENSES 7.1 No later than seven (7) days prior to the opt-out/objection deadline, Plaintiff's Counsel may apply to the Court for an award of attorneys' fees to Plaintiff's Counsel, a Case Contribution Award to Plaintiff, and for reimbursement of Litigation Expenses. Defendant has no obligation for Plaintiff's Attorneys' Fees, Case Contribution Award, or Litigation Expenses. Therefore, Defendant shall not take any position with respect to the applications; the amount of attorneys' fees, Case Contribution Award, or Litigation Expenses sought; or with respect to whether the Court should make any or all such awards. However, Defendant agrees not to contest an application for attorneys' fees up to 40% of the Gross Settlement Fund. Any award of attorneys' fees, Case Contribution Award, or Litigation Expenses will be governed by federal common law, including federal equitable common fund class action law. Plaintiff and 35 i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 36 of 140 Plaintiffs Counsel agree they seek any award of fees to Plaintiffs Counsel, Case Contribution Award to Plaintiff, and Litigation Expenses exclusively from the Gross Settlement Fund. The Released Parties shall have no responsibility for and shall take no position with respect to the allocation among Plaintiffs Counsel of Plaintiffs Attorneys' Fees or Litigation Expenses, nor will they encourage anyone to object thereto. 7.2 omitted intentionally 7.3 Any attorneys' fees, Case Contribution Award, or Litigation Expenses that are awarded by the Court shall be paid only consistent with the Court's order from the Gross Settlement Fund, five (5) days after the Effective Date. 7.4 An award of Plaintiffs' Attorneys' Fees, Case Contribution Award, or Litigation Expenses is not a necessary term of this Settlement Agreement and is not a condition of this Settlement Agreement. No decision by the Court or any court on any application for an award of Plaintiff s Attorneys' Fees, Case Contribution Award, or Litigation Expenses shall affect the validity or finality of the Settlement. Plaintiff and Plaintiffs Counsel may not cancel or terminate the Settlement Agreement or the Settlement based on this Court's or any other court's ruling with respect to Plaintiffs Attorneys' Fees, Case Contribution Award, or Litigation Expenses. 8. REQUESTS FOR EXCLUSION 8.1 Plaintiff shall not submit a Request for Exclusion and neither Plaintiff, Plaintiffs Counsel, Defendant, Defendant's Counsel, nor anyone acting on behalf of said persons or entities shall encourage anyone else to submit a Request for Exclusion. Nevertheless, this Settlement Agreement does not prohibit Plaintiffs Counsel from counseling any member of the Settlement Class as to his, her, or its legal rights or prohibit any member of 36 j 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 37 of 140 the Settlement Class who seeks such counsel from electing to file a Request for Exclusion from the Settlement Class in accordance with the Court's orders on the subject. 8.2 Any member of the Settlement Class who timely and properly submits a valid Request for Exclusion (a member of the Settlement Class may opt out individually and on its own behalf only, and not as or on behalf of a class, subclass, proposed class, or otherwise on behalf of any others whatsoever), as described below, shall, as provided in Section 1.6 above, not be considered a Class Member and shall have no right to object to or attack the Settlement in any way, including but not limited to, objecting to the fairness, reasonableness and/or amount of any aspect of the Settlement, Notice of Settlement or due process, Plaintiff's Counsel's request for Plaintiff's Attorneys' Fees and Litigation Expenses, Case Contribution Award, the Allocation Methodology or any Plan of Allocation using the Allocation Methodology, or any distribution of the Net Settlement Fund. 8.3 All Requests for Exclusion must be mailed to the Settlement Administrator by United States Certified Mail, return receipt requested, using the addresses for the Settlement Administrator shown in the Notices that will be mailed to members of the Settlement Class, and published in certain newspapers, so as to be received by the deadline that will be specified in the Notice forms, unless such deadline is changed or altered by order of the Court. The Settlement Administrator will in turn promptly email each Request for Exclusion it receives to Plaintiff's Counsel and Defendant's Counsel, using email addresses each set of counsel will provide to the Settlement Administrator. 8.4 All Requests for Exclusion must include: (a) the name, address, telephone number, and notarized signature of the putative Class Member; (b) a statement that the putative Class Member wishes to be excluded from the Settlement Class in Cecil v. BP, Case No. 16- 37 i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 38 of 140 CV -00410 -RAW (E.D. Okla.); and (c) a description of the putative Class Member's interest in any Oklahoma wells where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas, including the well name, well number, county in which the well is located, and the owner identification number. Requests for Exclusion may not be submitted through the website or by telephone, facsimile, or e-mail. 8.5 A Request for Exclusion shall become effective to exclude the party filing the request from the Settlement Class only upon entry by the Court of the Judgment. TERMINATION 9.1 Plaintiff and Defendant shall each have the right to terminate the Settlement and this Settlement Agreement by providing written notice to the other of their election to do so within ten (10) days after the occurrence of any of the following events: (a) the Court enters an order (i) denying the motion for preliminary approval of the Settlement, or (ii) declining to enter the Preliminary Approval Order as shown on Exhibit 1 without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff); (b) the Court refuses to approve this Settlement Agreement or any material part of it; (c) the Court denies the motion for final approval or declines to enter the Judgment as shown on Exhibit 2 without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff); (d) the Judgment is modified or reversed in any material respect and such modification or reversal becomes Final and Non -Appealable; or (e) the Parties mutually determine, or the Court determines through a ruling that becomes Final and Non -Appealable under the same standards being applied to the anticipated Judgment with respect to this Settlement, that the Effective Date is never going to occur. Provided, however, that any court 38 6:16-cv-00410-RAW Oocument 171-1 Filed in ED/OK on 04/13/18 Page 39 of 140 decision, ruling, or order solely with respect to an application for attorneys' fees, Case Contribution Award, or Litigation Expenses, or to the Allocation Methodology (or any Plan of Allocation using the Allocation Methodology) shall not be grounds for termination. 9.2 Defendant shall have the right and option, in its sole discretion, to terminate the Settlement and this Settlement Agreement if members of the Settlement Class having claims which, in the aggregate, are in excess of five -percent (5%) of the Gross Settlement Fund (before any deductions of any kind are made from that fund) file Requests for Exclusion from the proposed Settlement provided for by this Settlement Agreement. Within five (5) days after the expiration of the deadline set forth in the Preliminary Approval Order for the submission of Requests for Exclusion to be mailed to the Settlement Administrator (as that deadline may be extended by the Court), the Settlement Administrator shall determine whether the five -percent (5%) threshold for opt -outs has been met, and the Settlement Administrator shall notify Plaintiffs Counsel and Defendant's Counsel in writing regarding the results of that determination and simultaneously provide a list of the members of the Settlement Class who have timely filed Requests for Exclusion. Defendant's election to terminate this settlement must be exercised by notice to Plaintiff's Counsel and the Court by e -filing such election with the Clerk of the Court in the Litigation. Such election and e -filing shall be made on or before the expiration of fifteen (15) days following the date on which Defendant's Counsel receives the above -referenced written notice from the Settlement Administrator. A failure by Defendant to exercise its right to terminate within that deadline shall result in expiration of the right to terminate based upon the claim value represented by the Requests for Exclusion. The resulting consequences of a termination of the Settlement and this Settlement Agreement are described in other provisions of this Settlement Agreement. 39 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 40 of 140 9.3 The Effective Date shall be the second business day on which all of the following shall have occurred: a. Neither Defendant nor Plaintiff have terminated the Settlement and this Settlement Agreement and all such rights to terminate have expired; b. The Court has approved the Settlement Agreement as described herein and entered the Judgment, with the content attached hereto as Exhibit 2 without modification of any material terms and provisions therein (unless agreed to by both Defendant and Plaintiff); and C. Such Judgment has become Final and Non -Appealable as set forth in paragraph 1.15. 9.4 If either Party properly exercises a right to terminate this Settlement Agreement pursuant to its terms: a. this Settlement Agreement shall be canceled and terminated; b. the Effective Date shall not occur; C. Plaintiff and Defendant shall be restored to their respective positions, options and other rights and obligations as the same existed prior to entering into the Settlement Agreement; d. the terms and provisions of this Settlement Agreement, except as otherwise provided herein, shall have no further force and effect with respect to Plaintiff, Defendant, or any Class Member and shall not be used in the Litigation or in any other proceeding by anyone for any purpose except to enforce the surviving terms of the Settlement Agreement; e. any Judgment or other order, including any order certifying the Settlement Class for settlement purposes only, entered by the Court in accordance with the terms of this Settlement Agreement, shall be treated as vacated, nunc pro tunc; f. within ten (10) days after any such termination, (i) 100% of the Gross Settlement Fund, including any interest earned thereon, shall be refunded to Defendant, and (ii) any funds advanced by Defendant and Plaintiffs Counsel to the Settlement Administrator for the payment of Administration, Notice, and Distribution Costs but not yet spent shall be refunded to Defendant and to Plaintiffs Counsel as provided in section 1.1 above; and 40 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 41 of 140 g. the Litigation may proceed, and if it does proceed it shall do so as if this Settlement Agreement and any orders or motions entered to further the Settlement were never entered. 10. OBJECTIONS 10.1 The Notice of Settlement shall require that any objection to the Settlement, this Settlement Agreement, or to the application for Plaintiff's Attorneys' Fees, Litigation Expenses, and Case Contribution Award be in writing and comply with all the requirements set forth herein, by the Court in the Preliminary Approval Order, and in the Notice of Settlement. 10.2 If the Court determines that the Settlement, including the Allocation Methodology, the Initial Plan of Allocation, and the awards of Plaintiffs Attorneys' Fees, Case Contribution Award, and Litigation Expenses are fair, adequate and reasonable to the Settlement Class, Plaintiff and Plaintiffs Counsel shall represent the Settlement Class as a whole in all future proceedings in district court or on appeal, even if Class Members have objected to the Settlement and regardless whether those objectors are severed for purposes of appeal. 10.3 The Parties entered into the Settlement to provide certainty and finality to an ongoing dispute. Any Class Member wishing to remain a Class Member, but objecting to any part of the Settlement, can do so only as set forth herein and in the Notice of Settlement documents attached hereto as Exhibits 3 and 4. If, after hearing the objection(s), the Court determines that the Settlement, including but not limited to, the Allocation Methodology, the Initial Plan of Allocation, and the awards of Plaintiff's Attorneys' Fees, any Case Contribution Award, and reimbursement of Litigation Expenses are fair, adequate, and reasonable to the Class as a whole, then each objecting Class Member to preserve their appellate rights (prior to 41 r r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 42 of 140 filing a Notice of Appeal) shall, either: (a) move for severance and separate appellate review of the individual objecting Class Member's portion of the Settlement, including their individual portion of the Initial Plan of Allocation, the award of Plaintiffs Attorneys' Fees, Case Contribution Award, and Litigation Expenses; provided, however, that in no event shall the Effective Date occur until any such appeal has become final and non -appealable as provided in Section 1.15 above; or (b) move for and post in the district court a cash appeal bond in an amount sufficient in the district court's discretion to reimburse and provide security for (i) the appellate fees of Plaintiffs Counsel and Defendant's Counsel; and (ii) the amount of lost interest to the non -objecting Class Members caused by any delay in distribution of the Net Settlement Fund that is caused by appellate review of the objection. 10.4 Only a Class Member shall have the right to object to the Settlement, the Settlement Agreement, or the application for attorneys' fees by Plaintiffs Counsel, Litigation Expenses, and Case Contribution Award. In order for an objection to be valid, the written objection must (1) be filed with the Court within thirty (30) days after Notice, unless such deadline is extended or altered by order of the Court; and (2) contain the following: (a) A heading referring to Cecil v. BP, Case No. 16 -CV -00410 -RAW and to the United States District Court for the Eastern District of Oklahoma; (b) A statement as to whether the objector intends to appear at the Final Fairness Hearing, either in person or through counsel, and, if through counsel, identifying counsel by name, address, email address, and telephone number; (c) A detailed statement of the specific legal and factual basis for each objection; (d) A list of any witnesses the objector wishes to call at the Final Fairness Hearing, together with a brief summary of each witness's expected testimony (to the extent the objector desires to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court); M 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 43 of 140 (e) A list of and copies of any exhibits the objector may seek to use at the Final Fairness Hearing; (f) A list of any legal authority the objector may present at the Final Fairness Hearing; (g) The objector's name, current address, current telephone number, and all royalty owner identification numbers with Defendant (or other operator); (h) The objector's signature executed before a Notary Public; (i) Identification of the objector's interest in wells where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas (by well name, payee well number, and county in which the well is located) during the Class Period; and Q) If the objector is objecting to any portion of Plaintiffs and Plaintiffs Counsel's requested attorneys' fees, Litigation Expenses, or Case Contribution Award, the objector must specifically state the portion of attorneys' fees, Litigation Expenses, and/or Case Contribution Award (whichever applies to the objection) that the objector believes is fair and reasonable and the portion that is not. Any Class Member who fails to timely file and serve such written statement and provide the above -listed required information will not be permitted to present any objections at the Final Fairness Hearing and such failure will render any such attempted objection untimely and of no effect. All presentations of objections will be further limited by the information listed. A Class Member's mere compliance with the foregoing requirements does not in any way guarantee a Class Member the ability to present evidence or testimony at the Final Fairness Hearing. The decision whether to allow any testimony, argument, or evidence, as well as the scope and duration of any and all presentations of objections at the Final Fairness Hearing, will be in the sole discretion of the Court. 10.5 Defendant will not object to the fairness, adequacy, or reasonableness of the Settlement on appeal. Nor will Defendant take any position regarding Plaintiffs Attorneys' 43 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 44 of 140 Fees, any Case Contribution Award, any reimbursement of Litigation Expenses, or the Allocation Methodology (or any Plan of Allocation using the Allocation Methodology). 11. OTHER TERMS AND CONDITIONS 11.1 Defendant expressly denies all allegations of wrongdoing or liability with respect to the claims and allegations in the Litigation and denies that the Litigation could have been properly maintained as a class action for contested litigation (as opposed to for settlement) purposes. It is expressly agreed that neither this Settlement, the Settlement Agreement, any document referred to herein, nor any action taken to carry out the Settlement is, may be construed as, or may be used as, an admission by Defendant of any fault, wrongdoing, or liability whatsoever with respect to the claims and allegations in the Litigation. Nor may the foregoing be construed as or used as an admission by Defendant that this Litigation could have been properly certified by the Court as a class action suit for contested litigation purposes. By agreeing to settle the claims of the Settlement Class in the Litigation, Defendant does not admit that the Litigation could have been properly maintained as a contested class action for litigation purposes, and the Settlement Class does not admit any deficiency in the merits of their claims. Defendant asserts that it has valid defenses to the claims of Plaintiff and the Settlement Class in the Litigation and is entering into the Settlement solely to compromise the disputed claims and avoid the risk and expense of continued litigation. 11.2 Entering into or carrying out the Settlement Agreement, and any negotiations or proceedings related thereto, is not, and shall not be construed as or deemed to be evidence of, or an admission or concession by any of the Parties to the Settlement Agreement, and shall not be offered or received in evidence in any action or proceeding by or against any party hereto in any court, administrative agency, or other tribunal for any purpose 44 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 45 of 140 whatsoever other than to enforce the provisions of the Settlement Agreement between Defendant and any Class Member(s), or the provisions of any agreement, order, judgment, or release entered into pursuant to the Settlement provided for by the Settlement Agreement. 11.3 Plaintiff and Defendant shall use reasonable efforts to encourage and obtain approval of the Settlement. Plaintiff and Defendant also agree to use reasonable efforts to promptly prepare and execute all documentation as may be reasonably required to obtain final approval by the Court of this Settlement and to carry out the terms of this Settlement Agreement. 11.4 Within thirty (30) days after distribution of the Residual Unclaimed Funds: (1) each Party, each Party's counsel, each Party's consultants, each Party's experts, and any other persons who have hard copy or electronic documents or computer disks of documents produced by the other Party that were designated confidential in the Litigation or documents or information derived from documents the other Party designated as confidential in the Litigation will (at their sole expense) return or destroy all such hard copy or electronic documents and computer disks, and will erase or otherwise delete any and all data stored on computer or on computer disks of such documents or information or the data from such documents or information, and (2) each Party will certify in writing to the other Party's counsel that such documents, disks, data and information have been destroyed, returned, erased, or deleted. In r addition, within thirty (30) days after distribution of the Residual Unclaimed Funds: (1) Plaintiff and any person or entity to whom Plaintiff has provided such documents will (at its sole expense) destroy, return, delete, or erase any hard copy or electronic transcripts of depositions or trial testimony or other sworn statements of Defendant's witnesses and any exhibits to any transcripts or statements, and (2) Plaintiff's Counsel will certify in writing to 45 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 46 of 140 Defendant's Counsel that such documents were destroyed, returned, deleted, or erased. Neither Party will be obligated to destroy, return, erase, or delete (a) any documents previously filed in the court record during the course of the Litigation; (b) any documents Plaintiff and Defendant may agree are not to be considered confidential; (c) the portions of any document that are embedded within work product; or (d) any documents subject to a prior agreement between Plaintiff and Defendant allowing their use in other litigation. Any protective order on file in this Litigation will survive any Judgment entered by the Court, and any documents or other information not destroyed in accordance with this paragraph will remain subject to any protective order and all remedies thereunder. 11.5 Except as otherwise provided herein or by a writing signed by all the signatories hereto, the Settlement Agreement shall constitute the entire agreement among Plaintiff and Defendant related to the Settlement, and no representations, warranties, or inducements have been made to any party concerning the Settlement other than the representations, warranties, and covenants contained and memorialized in the Settlement Agreement. Further, none of the Parties have relied upon any representations, warranties, or covenants made by any other Party other than those expressly contained and memorialized in the Settlement Agreement. This Settlement Agreement may not be modified or amended, nor may any of its provisions be waived, except by a writing signed by all signatories hereto or their successors -in -interest. 11.6 This Settlement Agreement may be executed in one or more counterparts, including by facsimile or imaged signatures. Facsimile or imaged signatures will have the same force and effect as original signatures. All executed counterparts taken together shall be deemed to be one and the same instrument. Counsel for the Parties shall exchange among 46 I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 47 of 140 themselves signed counterparts of this Settlement Agreement, and Plaintiff will file a complete copy of the Settlement Agreement that has been executed by all Parties with the Court. 11.7 Plaintiff and Defendant and their respective counsel have mutually contributed to the preparation of this Settlement Agreement. Accordingly, no provision of the Settlement Agreement shall be construed against any party on the grounds that one of the parties or its counsel drafted the provision. Plaintiff and Defendant are each represented by competent counsel who have advised their respective clients as to the legal effects of this Settlement, and neither Plaintiff nor Defendant have received or relied upon advice from opposing counsel. Except as otherwise provided herein, each Party shall bear its own costs, including attorneys' fees, in connection with the Settlement and preparation of the Settlement Agreement. 11.8 This Settlement Agreement shall be binding upon, and inure to the benefit of, the Parties' respective heirs, successors and assigns. 11.9 Plaintiff and Defendant intend this Settlement to be a final and complete resolution of all claims and disputes asserted or that could be asserted with respect to the Released Claims. Accordingly, Defendant agrees not to file a claim against Plaintiff or Plaintiffs Counsel based upon an assertion that the Litigation was brought by Plaintiff or Plaintiffs Counsel in bad faith or without a reasonable basis. Similarly, Plaintiff agrees not to file a claim against Defendant or Defendant's Counsel based upon an assertion that the Litigation was defended by Defendant or Defendant's Counsel in bad faith or without a reasonable basis. Plaintiff and Defendant agree that the amount paid and the other terms of this Settlement Agreement were negotiated at arm's-length and in good faith, and reflect a settlement that was reached voluntarily after a mediation and consultation with experienced 47 r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 48 of 140 legal counsel. Neither Plaintiff nor Defendant shall assert any claims that the other violated the Oklahoma or Federal Rules of Civil Procedure or any other law or rule governing litigation conduct in the maintenance or defense of the Litigation. 11.10 The headings in this Settlement Agreement are used for the purpose of convenience only and are not meant to have legal effect. 11.11 All disputes and proceedings with respect to the administration, enforcement, and interpretation of the Settlement Agreement shall be subject to the jurisdiction of the Court. Plaintiff and Defendant waive any right to trial by jury of any dispute arising under or relating to this Settlement Agreement or the Settlement. 11.12 To the extent non -material modifications of this Settlement Agreement are necessary, such modification may be made by written agreement among Plaintiff and Defendant after the Execution Date without further notice to the Settlement Class as provided herein. This Settlement Agreement represents the entire, fully integrated agreement between the Parties with respect to the Settlement of the Litigation and may not be contradicted by evidence of prior or contemporaneous oral agreements between the Parties. This Settlement Agreement cancels and supersedes any and all prior agreements understandings, representations, and negotiations concerning this Settlement. No additional obligations or understandings shall be inferred or implied from any of the terms of this Settlement Agreement, as all obligations, agreements, and understandings with respect to the subject matter hereof are solely and expressly set forth herein. It is understood and agreed that the Parties rely wholly on their own respective judgment, belief and knowledge of the facts relating to the making of this Settlement, which is made without reliance upon any statement, promise, inducement, or consideration not recited herein. 48 I j 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 49 of 140 11.13 Any counsel and any other person executing this Settlement Agreement or any of the exhibits hereto, or any related Settlement documents, warrant and represent that they have the full authority to do so. Plaintiff and each member of the Settlement Class is deemed to represent and warrant that he, she, or it holds the claims being released in the Settlement and that he, she, or it has full authority to release such claims. 11.14 Plaintiff and Defendant stipulate and agree that (1) all activity in the Litigation, except that contemplated in the Settlement Agreement, the Preliminary Approval Order, the Notice of Settlement, and the Judgment, should be stayed; and (2) all pending hearings, deadlines, and other proceedings as of the date this Settlement Agreement is executed should be taken off the calendar, and agree to jointly move the Court for such relief. 11.15 If any Party is required to give notice to the other Parties under this Settlement Agreement, such notice shall be in writing and shall be deemed to have been duly given upon receipt by hand delivery, facsimile transmission, or electronic mail to the individuals named in the signature blocks below. [signature pages to follow] 49 � I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 50 of 140 fN NITNUSS "I IF Rf I1F', tit, Pemc. al,, 1 Pi;nnuf'{-z Cuunsef 11 -me ewincd tills .;vrCern: it. M,Oeutl.mi: YP1103, :mx (L%S5 REPRESENT'.VTIVE DA StguCi! April 13, Nits A PPRtrV'Cl) M' (I "" it it fit r.Y:ti TheI.aum IaH Fina l'bo"llot rim,, ahlslM twatA,*t Nanslott- leu, ^"ttto 7rlr{rYtcnr4' 1'iiyt.§0-4?(lQ I i)n I:. ('alllomia ",V lade '10 Oklabom City, OK -1114 A'4il a1. arnal a+s Fn'r11. om Reagmr Madiordrf kamcrL;niPVnt1•au� RF! A, SHARP til o ."ar. ))I 191fb Rak. h Shinji. P .1. iagi A' "�6'` ti7rtM Pr.Vura l'illagr_ KS se„oN 1� �19U1-IF4+!> 1"LlItAll-N19 r:u ngat(+u uudsi «ef •tats.; ont Settlement Class ('"tinsel 50 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 51 of 140 BPAlt ERICA PROCTION COMPANY r lAsteph, DeCiiusti, Sr. V and C,eneral Counsel Date Signed: Aptii (,_, 2018. Al2 ALillvusM-s: F,,Xhibit 1: Preliminary Approval Order Hxltihit 2: Order Approving Class Action Settlement and Judgment ExhibitI Notice ofScuilument(fur Mailing) Fxhihit 4: Notice of Settleinent (tor Publication) Exhibit 3: Class Well Lisa Exhibit 6: DefendanVsAffiliute1-ist Exhibit 7: Non -operated well I paydeck request letter 51 i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 52 of 140 Exhibit 1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, VS. BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT, CERTIFYING THE CLASS FOR SETTLEMENT PURPOSES, APPROVING FORM AND MANNER OF NOTICE, AND SETTING DATE FOR FINAL FAIRNESS HEARING This is a proposed class action lawsuit brought by Plaintiff, John Cecil ("Plaintiff'), on behalf of himself and as the proposed representative of a Class of royalty owners (defined below), against BP America Production Company ("Defendant"), for, among other claims, the alleged underpayment of gas royalties on gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen and condensate) produced from wells in Oklahoma where Defendant, including its affiliated predecessors or affiliates, is or was the operator or as a non - operator, Defendant separately marketed its gas. On April 13, 2018, the Parties executed the i r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 53 of 140 Settlement Agreement finalizing the terms of the proposed class action Settlement., The Settlement Agreement (including the exhibits thereto) sets forth the terms and conditions for the proposed Settlement of the Litigation. In accordance with the terms of the proposed Settlement Agreement, Plaintiff now presents the Settlement Agreement to the Court for preliminary approval under Federal Rule of Civil Procedure 23. After reviewing the pleadings and Plaintiffs Motion to Certify the Settlement Class, Preliminarily Approve Class Action Settlement, Approve Form and Manner of Notice, and Set Date for Final Fairness Hearing and Opening Brief in Support ("Motion for Preliminary Approval'), the Court has preliminarily considered the Settlement Agreement and the resulting Settlement to determine, among other things, whether the Settlement Agreement warrants the issuance of notice to the Settlement Class. Upon reviewing the Settlement Agreement and the Motion for Preliminary Approval, it is hereby ORDERED, ADJUDGED AND DECREED as follows: 1. For purposes of this Order, the Court adopts all defined terms as set forth in the Settlement Agreement unless otherwise defined herein. 2. The Court finds the Settlement Class should be certified for the purposes of proceeding forward with the Settlement. The Class meets all certification requirements of Federal Rule of Civil Procedure 23 for a settlement class. The certified Settlement Class is defined as follows: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the 1 Capitalized terms not otherwise defined in this Order shall have the meaning ascribed to them in the Settlement Agreement. 2 r1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 54 of 140 operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiffs Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001- 73 in the District Court for Pittsburg County, Oklahoma .2 3. The Court finds the above -defined Settlement Class satisfies all prerequisites of Federal Rule of Civil Procedure 23 for certification of a settlement class: a. Numerosity. Plaintiff has demonstrated "[t]he class is so numerous that joinder of all members is impracticable" FED. R. Civ. P. 23(a)(1). The Tenth Circuit has not adopted a set number as presumptively sufficient to meet this burden, and there is "no set formula to determine if the class is so numerous that it should be so certified." Trevizo v. Adams, 455 F.3d 1155, 1162 (10th Cir. 2006). Whether a class satisfies the numerosity requirement is "a fact -specific inquiry" that district courts have "wide latitude" when determining. In re Cox Enters., Inc., No. 12 -ML -2048-C, 2014 WL 2 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 55 of 140 104964, at *3 (W.D. Okla. Jan. 9, 2014) (quoting Trevizo, 455 F.3d 1155, 1162 (10th Cir. 2006); Chieftain Royally Co. v. XTO Energy, Inc., No. CIV -11 -29 -KEW, 2018 WL 501656, at *2 (E.D. Okla. Jan. 18, 2018) (same). Here, the Settlement Class consists of thousands of royalty owners. Therefore, the Court finds the numerosity prerequisite is undoubtedly met. b. Commonality. Plaintiff has also demonstrated "[t]here are questions of law or fact common to the class" in relation to the proposed Settlement Class. FED. R. Civ. P. 23(a)(2). C. Typicality. Plaintiff has also shown "[t]he claims or defenses of the representative parties are typical of the claims or defenses of the class" in relation to the Settlement Class proposed under the Settlement Agreement. FED. R. Civ. P. 23(a)(3). d. Adequacy. Plaintiff and Plaintiffs Counsel have demonstrated "[t]he representative parties will fairly and adequately protect the interests of the class" for the purposes of the proposed Settlement Class. FED. R. Civ. P. 23(a)(4). In addition, because the Court finds Plaintiff, John Cecil, to be an adequate representative of the Settlement Class, and Plaintiffs Counsel The Lanier Law Firm (Reagan Bradford and Mark Lanier) and Rex A. Sharp, P.A. (Rex Sharp and Barbara Frankland) to be adequate Class Counsel under Rule 23(a)(4) and (g)(1-4) for the Settlement Class, the Court hereby appoints Plaintiff as Class Representative; and Plaintiffs Counsel The Lanier Law Firm (Reagan Bradford and Mark Lanier) and Rex A. Sharp, P.A. (Rex Sharp and Barbara Frankland) as Settlement Class Counsel for the Settlement Class. 4. The Court also finds the requirements of Federal Rule of Civil Procedure 23(b)(3) are met in the context of this Settlement Class: E 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 56 of 140 a. Predominance. Class Representative has shown "questions of law or fact common to the members of the [Settlement] Class predominate over any questions affecting only individual members." FED. R. Civ. P. 23(b)(3). b. Superiority. Class Representative has also established the resolution of the Litigation pursuant to the Settlement Agreement and settlement "is superior to other available methods for the fair and efficient adjudication of the controversy." FED. R. Civ. P. 23(b)(3). In sum, the Court finds the Settlement Class should be certified for the purposes of this proposed class settlement, as the Settlement Class meets all certification requirements of Federal Rule of Civil Procedure 23 for a settlement class. The Settlement Class is certified for settlement purposes only. In determining whether the requirements of Rule 23 have been satisfied for purposes of certifying the above class for settlement purposes, the Court has taken into account the fact of settlement and its impact upon the factors required for certification of the Settlement Class. Among other impacts of settlement, the Court need not inquire whether the case, if tried, would present intractable case management problems since the result of settlement is that there will be no trial. Because this case has been settled at this stage of the proceedings, the Court does not reach, and makes no ruling either way, as to the issue of whether the Settlement Class certified by agreement here for settlement purposes could have ever been certified in this case as a class for litigation purposes. 5. The Court preliminarily finds: (i) the proposed Settlement Agreement resulted from extensive amt's -length negotiations; (ii) the proposed Settlement Agreement was agreed to only after Class Counsel had conducted legal research, extensive discovery, and expert analysis regarding the strengths and weakness of Class Representative and the Class' claims; 5 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 57 of 140 (iii) Class Representative and Class Counsel have concluded that the proposed Settlement Agreement is fair, reasonable, and adequate; and (iv) the proposed Settlement is sufficiently fair, reasonable, and adequate to warrant sending notice of the proposed Settlement Agreement and resulting Settlement to the Settlement Class. 6. Having considered the essential terms of the Settlement Agreement under the recognized standards for preliminary approval as set forth in the relevant jurisprudence, the Court preliminarily approves the Settlement Agreement, subject to the right of any member of the Settlement Class to challenge the fairness, reasonableness, and adequacy of the Settlement, Settlement Agreement, Allocation Methodology, or proposed Initial Plan of Allocation (or any other Plan of Allocation), and to show cause, if any exists, why a Final Judgment dismissing the Litigation based on the Settlement Agreement should not be ordered after adequate notice to the members of the Settlement Class has been given in conformity with this Order. As such, the Court finds that those Settlement Class Members whose claims would be settled, compromised, dismissed, and released pursuant to the Settlement Agreement should be given notice and an opportunity to be heard regarding final approval of the Settlement Agreement and other matters. 7. The Court further preliminarily approves the form and content of the proposed Notice of Settlement, attached to the Settlement Agreement as Exhibits 3 and 4, respectively. The Court finds Exhibit 3, the notice to be mailed, and Exhibit 4, the notice to be published, are the best notice practicable under the circumstances, constitute due and sufficient notice to all persons and entities entitled to receive such notice, and fully satisfy the requirements of applicable laws, including due process and Federal Rule of Civil Procedure 23. The Court finds the form and content of the Notice of Settlement fairly and adequately, among other matters: (i) 31 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 58 of 140 summarizes the terms and effect of the Settlement Agreement and resulting Settlement; (ii) notifies the Class that Plaintiff will seek Plaintiffs Attorneys' Fees, reimbursement of Litigation Expenses, and a Case Contribution Award for Class Representative's services; (iii) notifies the Class of the time and place of the Final Fairness Hearing as initially set by the Court; (iv) describes the procedure for requesting exclusion from the Settlement; and (v) describes the procedure for objecting to the Settlement or any part thereof. 8. The Court also preliminarily approves the proposed manner of communicating the Notice of Settlement to the Class, as set out below, and finds that it is the best notice practicable under the circumstances, constitutes due and sufficient notice to all persons and entities entitled to receive such notice, and fully satisfies applicable Constitutional standards and the requirements of other applicable laws, including due process and Federal Rule of Civil Procedure 23: a. Within 45 days after entry of the Preliminary Approval Order, or as otherwise ordered by the Court, the Settlement Administrator will mail (or cause to be mailed) the Notice of Settlement, Exhibit 3, by first class mail to all Class Members who have been identified after reasonable efforts to do so. The Notice of Settlement will be mailed to Class Members using the royalty paydeck data described in paragraph 3.3 of the Settlement Agreement and any updated addresses found by the Settlement Administrator. For wells currently operated by Defendant, the Notice of Settlement will be mailed to Class Members using Defendant's December 2017 royalty paydeck data. For non -operated wells where Defendant separately marketed gas, the Settlement Administrator will mail the Notice of Settlement based on reasonably current royalty owner names and addresses which are reasonably available and produced from the well 7 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 59 of 140 operator. For wells that have been sold or are no longer producing, the Settlement Administrator will mail the Notice of Settlement to the last known royalty owners based on electronic data reasonably available to Defendant. The Settlement Administrator will also publish the summary form of the Notice of Settlement as described below. It is not reasonable or economically practical for the Parties to do more to determine the names and addresses of Class Members. b. Within 10 days after mailing of the first Notice of Settlement, the Settlement Administrator also shall publish (or cause to be published) the Notice of Settlement, Exhibit 4, once in each of the following newspapers: (1) The Oklahoman, a paper of general circulation in Oklahoma; (2) The Tulsa World, a paper of general circulation in Oklahoma; (3) The Muskogee Phoenix, a paper of local circulation; and (4) The McAlester News Capital & Democrat, a paper of local circulation. C. Within 10 days after mailing the first Notice of Settlement, Exhibit 3, and through the Final Fairness Hearing, the Settlement Administrator will also display (or cause to be displayed) on an Internet website dedicated to this Settlement the following documents, among other documents the Settlement Administrator may determine to post on the site: (1) the Notice of Settlement, (2) the last amended Complaint and Answer, (if there is one), (3) the Settlement Agreement, and (4) the Preliminary Approval Order. d. Defendant shall advance half of the Administration, Notice, and Distribution Costs up to $750,000.00 in accordance with the Settlement Agreement. Plaintiff's Counsel shall advance the other half (i.e., each shall advance up to $375,000.00). F 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 60 of 140 9. In keeping with the Court's approval of the form, content, and manner for the Notice of Settlement, any future communications concerning the Settlement of this Litigation shall be approved by the Court prior to their distribution to Class Members. This provision does not apply to Defendant's payment of royalty or other communications made in the usual and ordinary course of its business. 10. The Court appoints JND Legal Administration to act as Settlement Administrator and perform the associated responsibilities set forth in the Settlement Agreement. The Settlement Administrator will receive and process any Requests for Exclusion and, if the Settlement Agreement and resulting Settlement are finally approved by the Court, will supervise and administer the Settlement in accordance with the Settlement Agreement, the Judgment, and the Court's Plan of Allocation order(s) authorizing distribution of the Net Settlement Fund to Class Members. The Parties and their counsel shall not be liable for any act or omission of the Settlement Administrator. 11. Pursuant to Federal Rule of Civil Procedure 23(e), a Final Fairness Hearing shall be held on , 2018 at M. in the United States District Court for the Eastern District of Oklahoma, the Honorable Ronald A. White presiding, to, among other related matters: a. determine whether the Settlement Agreement should be approved by the Court as fair, reasonable, and adequate and in the best interests of the Class; b. determine whether the notice method utilized: (i) constituted the best practicable notice under the circumstances and applicable legal standards; (ii) constituted notice reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Litigation, the proposed Settlement Agreement and the E 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 61 of 140 Settlement contemplated therein, their right to exclude themselves from the Settlement, their right to object to the Settlement, and their right to appear at the Final Fairness Hearing; (iii) was reasonable and constituted due, adequate, and sufficient notice to all persons and entities entitled to such notice; and (iv) met applicable Constitutional standards and all applicable requirements of the Federal Rules of Civil Procedure and any other applicable law; C. determine whether the Judgment should be entered pursuant to the Settlement Agreement dismissing the Litigation against Defendant with prejudice and extinguishing, releasing, and barring all Released Claims against all Released Parties, and making the other findings and rulings provided therein, all in accordance with the Settlement Agreement; d. determine the proper method of allocation and distribution of the Net Settlement Fund among Class Members who are part of the Settlement Class; e. determine whether the applications for Plaintiffs Attorneys' Fees, for reimbursement of Litigation Expenses, and for a Case Contribution Award to Class Representative are fair and reasonable and should be approved; and f. rule on such other matters as the Court may deem appropriate. 12. The Court reserves the right to adjourn, continue to a future date, and/or reconvene the Final Fairness Hearing, or any aspect thereof (including the consideration of the application for Plaintiffs Attorneys' Fees and reimbursement of Litigation Expenses), without further notice to the Settlement Class of the revised hearing date. The Court may also approve the Settlement Agreement at or after the Final Fairness Hearing without notice to the Settlement Class of any revised hearing date. The Settlement Administrator will update the 10 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 62 of 140 website maintained pursuant to paragraph 8(c) of this Order to reflect the current information about the date and time for the Final Fairness Hearing, so that those persons interested in attending the Final Fairness Hearing may check the Settlement website for updated information regarding the date of the Final Fairness Hearing. 13. Class Members wishing to exclude themselves from the Settlement Class must submit to the Settlement Administrator a valid and timely Request for Exclusion. Requests for Exclusion must include: (i) the Class Member's name, address, telephone number, and notarized signature; (ii) a statement that the Class Member wishes to be excluded from the Settlement Class in Cecil v. BP, Case No. 16 -CV -00410 -RAW (E.D. Okla.); and (iii) a description of the Class Member's interest in any Oklahoma wells where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas, including the name, well number, county in which the well is located, and the owner identification number. All Requests for Exclusion must be mailed to the Settlement Administrator by United States Certified Mail, return receipt requested, using the address for the Settlement Administrator shown in the Notice of Settlement. Each Request for Exclusion must be mailed in sufficient time that it is received by the Settlement Administrator by , 2018, unless such deadline is changed or altered by order of this Court. The Settlement Administrator is directed to in turn promptly email each Request for Exclusion it receives to Plaintiffs Counsel and Defendant's Counsel, using email addresses each set of counsel will provide to the Settlement Administrator. The Settlement Administrator is directed to file the Requests for Exclusion with the Court prior to the date of the Final Fairness Hearing. Requests for Exclusion may not be submitted through the website or by phone, facsimile, or email. A Request for Exclusion shall be effective after the Court approves its sufficiency in connection 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 63 of 140 with its final approval order and judgment. Any member of the Settlement Class that has not timely and properly filed a Request for Exclusion shall be a Class Member and shall be bound by the terms of the Settlement Agreement and the resulting Settlement if the Court finally approves the Settlement Agreement. 14. Any Class Member who wishes to object to the fairness, reasonableness, or adequacy of the Settlement Agreement, any term of the Settlement Agreement, the Allocation Methodology, the Initial Plan of Allocation, the request for Plaintiffs Attorneys' Fees and Litigation Expenses, or the proposed request for a Case Contribution Award to Class Representative may file an objection. An objector must file with the Court a written objection containing the following: (i) a heading referring to Cecil v. BP, Case No. 16 -CV -00410 -RAW, and to the United States District Court for the Eastern District of Oklahoma; (ii) a statement as to whether the objector intends to appear at the Final Fairness Hearing, either in person or through counsel, and, if through counsel, counsel must be identified by name, address and telephone number; (iii) a detailed statement of the specific legal and factual basis for each objection; (iv) a list of any witnesses the objector may call at the Final Fairness Hearing, together with a brief summary of each witness's expected testimony (to the extent the objector desires to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court); (v) a list of and copies of any exhibits the objector may seek to use at the Final Fairness Hearing; (vi) a list of any legal authority the objector may present at the Final Fairness Hearing; (vii) the objector's name, current address, telephone number, all royalty owner identification numbers with Defendant (or other operator), (viii) the objector's signature executed before a Notary Public; (ix) identification of the objector's interest in wells where 12 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 64 of 140 Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas (by well name, payee well number, and county in which the well is located) during the Class Period; and (x) if the objector is objecting to any portion of Plaintiffs Counsel's requested attorneys' fees, the requested Litigation Expenses, or the requested Case Contribution Award, the objector must specifically state the portion of Plaintiffs Attorneys' Fees, Litigation Expenses, and/or Case Contribution Award (whichever applies to the objection) that he/she believes is fair and reasonable and the portion that is not. Such written objections must be filed with the Court in the Litigation no later than 2018 at 5:00 p.m. Central time. Any Class Member who fails to timely file and serve such written statement and provide the required information will not be permitted to present any objections at the Final Fairness Hearing and such failure will render any such attempted objection untimely and of no effect. All presentations of objections will be further limited by the information listed. Either or both Party's Counsel may file a reply or response to any objections no later than , 2018. The procedures set forth in this paragraph do not supplant, but are in addition to, any procedures required by the Federal Rules of Civil Procedure. 15. Any objector who timely files and serves a valid written objection in accordance with the above paragraph may also appear at the Final Fairness Hearing, either in person or through qualified counsel retained at the objector's expense. Objectors or their attorneys intending to present any objection at the Final Fairness Hearing must comply with the Local Rules of this Court in addition to the requirements set forth above. 16. If the Settlement is not granted final approval by the Court, is terminated in accordance with the terms of the Settlement Agreement, or a Judgment approving it is entered 13 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 65 of 140 that does not become Final and Non -Appealable for any reason whatsoever, the Settlement Agreement, Settlement, and any actions taken or to be taken by the Court in connection therewith (including this Order and any Judgment entered herein), shall be terminated and become void and of no further force and effect as described in the Settlement Agreement (including, but not limited to paragraph 9.4 of the Settlement Agreement). Any obligations or provisions relating to the refund of Plaintiffs Attorneys' Fees, Litigation Expenses, the payment of Administration, Notice, and Distribution Costs already incurred, and any other obligation or provision in the Settlement Agreement that expressly pertains to the termination of the Settlement or events to occur after the termination, shall survive termination of the Settlement Agreement and resulting Settlement. 17. All proceedings in the Litigation, other than such proceedings as may be necessary to carry out the terms and conditions of the Settlement Agreement, are hereby stayed and suspended until further order of this Court. 18. Pending final approval of the Settlement Agreement, the Court hereby enjoins and restrains all members of the Settlement Class from continuing, maintaining, filing, commencing, prosecuting, supporting, intervening in, or participating as plaintiffs, claimants, or class members in, any other action or proceeding in any jurisdiction against the Released Parties, or any of them, that is based on, relating to, or arising out of the claims and causes of action, or the facts and circumstances at issue in this Litigation and/or the Released Claims, unless and until (i) the Court enters a final order herein approving the proposed Settlement and entering the Judgment, (ii) the Court enters a final order herein denying approval of the proposed Settlement, or (iii) the Settlement Agreement is otherwise terminated. 14 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 66 of 140 19. Entering into or carrying out the Settlement Agreement, and any negotiations or proceedings related thereto, is not, and shall not be construed as, or deemed to be evidence of, an admission or concession by any of the Parties to the Settlement Agreement and shall not be offered or received in evidence in any action or proceeding by or against any Party in any court, administrative agency, or other tribunal for any purpose whatsoever other than to enforce the provisions of the Settlement Agreement or the provisions of any related agreement, order, judgment or release. This Order shall not be construed or used as an admission, concession, or declaration by or against the Defendant and any other Released Party of any fault, wrongdoing, breach, or liability, or the propriety of maintaining this Litigation as a contested class action. Defendant specifically denies any such fault, wrongdoing, breach, liability, and allegations regarding certification for litigation (as opposed to settlement) purposes. This Order shall not be construed or used as an admission, concession, or declaration by or against Class Representative or the members of the putative Settlement Class that their claims lack merit or that the relief requested in the Litigation is inappropriate, improper, or unavailable. This Order shall not be construed or used as an admission, concession, declaration, or waiver by any party of any arguments, defenses, or claims he, she, or it may have with respect to the Litigation in the event the Settlement is terminated. Moreover, the Settlement Agreement and any proceedings taken pursuant thereto are for settlement purposes only. 20. The Court may, for good cause shown, extend any of the deadlines set forth in this Order without further written notice to the members of the Settlement Class. 15 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 67 of 140 IT IS SO ORDERED this day of April , 2018. RONALD A. WHITE UNITED STATES CHIEF JUDGE 16 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 68 of 140 APPROVED: CLASS COUNSEL: REAGAN E. BRADFORD OBA No. 22072 W. MARK LANIER (Pro Hac Vice) The Lanier Law Firm Oklahoma Office: 100 E. California Ave., Suite 200 Oklahoma City, OK 73104 Houston Office: 6810 FM 1960 West Houston, Texas 77069 Telephone: (713) 659-5200 WML@LanierLawFirm.com Reagan.Bradford@LanierLawFirm.com REX A. SHARP OBA No. 011990 Rex. A. Sharp, P.A. 5301 W. 75`h Street Prairie Village, KS 66208 (913)901-0505 (913) 901-0419 fax rsharp@midwest-law.com 17 1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 69 of 140 DEFENSE COUNSEL: Mark D. Christiansen, OBA #1675 Michael F. Smith, OBA #14815 McAFEE & TAFT A Professional Corporation 10th Floor, Two Leadership Square 211 N. Robinson Avenue Oklahoma City, Oklahoma 73102-7103 Telephone: 405-235-9621 Mark.christiansen@mcafeetaft.com Michael.smith@mcafeetaft.com D. Patrick Long, pro hac vice SQUIRE PATTON BOGGS (US) LLP 2000 McKinney Ave., Suite 1700 Dallas, Texas 75201 Telephone: 214-758-1500 Patrick.long@squirepb.com Greg R. Wehrer, pro hac vice Amanda D. Price, pro hac vice SQUIRE PATTON BOGGS (US) LLP 6200 Chase Tower, 600 Travis St. Houston, Texas 77002 Telephone: 713-546-5850 Charles D. Neal, Jr., OBA #6591 Steidley & Neal, PLLC CityPlex Towers 2448 E. 81st Street, 53rd Floor Tulsa, OK 74137 (918)664-4612 (918) 664-4133 (Facsimile) cdn@steidleyneal.com Harvey D. Ellis, OBA #2694 Crowe & Dunlevy A Professional Corporation Braniff Building 324 N. Robinson Avenue, Suite 100 Oklahoma City, Oklahoma 73102 (405)235-7700 (405) 239-6651 (Facsimile) harvey.ellis@crowedunlevy.com 18 r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 70 of 140 Exhibit 2 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, MRA BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW [PROPOSED] ORDER APPROVING CLASS ACTION SETTLEMENT AND FINAL JUDGMENT This is a putative class action lawsuit brought by Plaintiff John Cecil, on behalf of himself and as the proposed representative of a class of royalty owners, against Defendant BP America Production Company (and its affiliates and predecessors), for the alleged non- payment and/or underpayment of royalties on gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen and condensate). On April 13, 2018, Plaintiff and Defendant executed a Settlement Agreement describing the terms of a resulting class Settlement. On April _, 2018, the Court preliminarily approved the Settlement Agreement and resulting Settlement and issued an Order Granting Preliminary Approval of Class Action Settlement, Certifying the Class for Settlement Purposes, Approving Form and Manner of 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 71 of 140 Notice, and Setting Date for Final Fairness Hearing (the "Preliminary Approval Order"). In the Preliminary Approval Order, the Court, inter alfa: a. certified the class for settlement purposes, finding that all requirements of Federal Rules of Civil Procedure 23(a), 23(b)(3), and 23(e) applicable to a settlement class have been satisfied, for settlement purposes only, with respect to the proposed Settlement Class; b. appointed Plaintiff, John Cecil, as the class representative ("Class Representative") and appointed the following law firms as Plaintiffs Counsel: (a) The Lanier Law Firm; and, (b) Rex A. Sharp, P.A.; C. preliminarily found: (i) the proposed Settlement Agreement resulted from extensive arm's-length negotiations and mediation; (ii) the proposed Settlement Agreement was agreed to only after the record was sufficiently developed and complete to allow Plaintiffs Counsel an adequate opportunity to conduct legal research, fact discovery, expert analysis and to otherwise evaluate relevant factual and legal issues regarding the strengths and weaknesses of Class Representative's and the proposed Settlement Class' claims; (iii) Class Representative and Plaintiffs Counsel have concluded that the proposed Settlement Agreement is fair, reasonable, and adequate; and (iv) the proposed Settlement Agreement is sufficiently fair, reasonable, and adequate to warrant sending notice of the proposed Settlement Agreement and Settlement to the proposed Settlement Class; d. preliminarily approved the Settlement Agreement as fair, reasonable, and adequate and in the best interest of the Settlement Class; 2 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 72 of 140 e. preliminarily approved the form and manner of the proposed Notice of Settlement to be communicated to the proposed Settlement Class, finding specifically that such Notice of Settlement among other information: (i) described the terms and effect of the proposed Settlement Agreement and resulting Settlement; (ii) notified the Settlement Class that Plaintiff will seek Plaintiffs Attorneys' fees, Litigation Expenses, and a Case Contribution Award for Class Representative's services; (iii) notified the Settlement Class of the time and place of the Final Fairness Hearing; (iv) described the procedure for requesting exclusion from the proposed Settlement; and (v) described the procedure for objecting to the proposed Settlement Agreement and resulting Settlement or any part thereof; f. instructed the Settlement Administrator to disseminate the approved Notice of Settlement by direct mail to potential members of the proposed Settlement Class and by publication and to display documents related to the proposed Settlement Agreement and resulting Settlement on an Internet website in accordance with the Settlement Agreement and in the manner approved by the Court, with Administration, Notice, and Distribution Costs of up to $750,000.00 to be advanced half by Defendant and half by Plaintiff's Counsel in accordance with the Settlement Agreement; g. provided for the appointment of a Settlement Administrator; h. set the date and time for the Final Fairness Hearing as , 2018 at tit. in the United States District Court for the Eastern District of Oklahoma; and i. set out the procedures and deadlines by which members of the proposed Settlement Class could properly request exclusion from the Settlement Class and resulting Settlement or object to the same or any part thereof. 3 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on/04t13/18 Page 73 of 140 After the Court issued the Preliminary Approval Order, due and adequate notice by means of the Notice of Settlement was given to the proposed Settlement Class, notifying them of the proposed Settlement Agreement and the upcoming Final Fairness Hearing. On 2018, in accordance with the Preliminary Approval Order and the Notice, the Court conducted a Final Fairness Hearing to: a. determine whether the proposed Settlement Agreement should be approved by the Court as fair, reasonable, and adequate and in the best interests of the Settlement Class, including the entry of the Judgment attached as Exhibit 2 to the proposed Settlement Agreement inter alfa, dismissing the Litigation against Defendant with prejudice and extinguishing, releasing, and barring all Released Claims against all Released Parties in accordance with the Settlement Agreement; b. determine whether the notice method utilized by the Settlement Administrator: (i) constituted the best notice that is practicable under the circumstances; (ii) constituted notice reasonably calculated under the circumstances to apprise potential Class Members of the pendency of the Litigation, the proposed Settlement Agreement, their right to exclude themselves from the proposed resulting Settlement, their right to object to the Settlement Agreement and resulting Settlement or any part thereof, and their right to appear at the Final Fairness Hearing; (iii) was reasonable and constituted due, adequate, and sufficient notice to all persons and entities entitled to such notice; and (iv) met all applicable requirements of the Federal Rules of Civil Procedure, the state and federal Constitutions and any other applicable law; 0 r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 74 of 140 C. determine whether to approve the Allocation Methodology, the Initial Plan of Allocation and distribution of the Net Settlement Fund to Class Members; d. determine whether the applications for Plaintiffs attorneys' fees, reimbursement for Litigation Expenses, and Case Contribution Award to Class Representative are fair and reasonable and should be approved ;2 and e. rule on such other matters as the Court deems appropriate. The Court, having reviewed the Settlement and all related pleadings and filings, and having heard the evidence and argument presented at the Final Fairness Hearing, now FINDS, ORDERS, and ADJUDGES as follows: The Court, for purposes of this Order Approving Class Action Settlement and Final Judgment (the "Judgment"), adopts all defined terms as set forth in the Settlement Agreement and incorporates them as if fully set forth herein. 2. The Court has jurisdiction over the subject matter of this Litigation and all matters relating to the Settlement Agreement and resulting Settlement, as well as personal jurisdiction over Defendant and Class Members. 3. The Settlement Class, which was certified in the Court's Preliminary Approval Order, is defined in the Settlement Agreement as: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to 1 The Court will issue a separate order pertaining to the allocation and distribution of the Net Settlement Proceeds among Class Members (the "Plan of Allocation Order"), z The Court will issue separate orders pertaining to Plaintiffs Counsel's request for attorneys' fees and reimbursement of Litigation Expenses and Class Representative's request for a Case Contribution Award. 5 1 ( -- 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 75 of 140 production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiffs Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001- 73 in the District Court for Pittsburg County, Oklahoma.3 The Court finds that the above -defined Settlement Class has been properly certified for the purposes of the Settlement Agreement and resulting Settlement. The Court finds that the persons and entities identified in the attached Exhibit 1 have filed timely and valid Requests for Exclusion and are hereby excluded from the foregoing Settlement Class, will not participate in or be bound by the Settlement. 4. Capitalized terms not otherwise defined in this Judgment shall have the meaning ascribed to them in the Settlement Agreement filed with the Court on April 13, 2018 (Dkt. #_), including but not limited to "Released Claims", "Released Parties", "Releasing 3 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Bames; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 1 j 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 76 of 140 Parties", and "Class Period". For reference purposes, the Settlement Agreement is attached hereto as Appendix A. 5. At the Final Fairness Hearing on , 2018, the Court fulfilled its duty to independently evaluate the fairness, reasonableness, and adequacy of the Settlement Agreement and resulting Settlement and the Notice of Settlement provided to the Settlement Class, considering not only the pleadings and arguments of Class Representative and Defendant and their respective Counsel, but also the concerns of any objectors and the interests of all absent Class Members. 6. The Court further finds that due and proper notice, by means of the Notice of Settlement, was given to the Settlement Class in conformity with the Settlement Agreement and Preliminary Approval Order. The form, content, and method of communicating the Notice of Settlement, together with the class settlement website referred to therein: (i) constituted the best notice practicable under the circumstances; (ii) constituted notice reasonably calculated, under the circumstances, to apprise potential Class Members of the pendency of the Litigation, the proposed Settlement Agreement, their right to exclude themselves from the proposed Settlement Agreement and resulting Settlement, their right to object to the same or any part thereof, and their right to appear at the Final Fairness Hearing; (iii) was reasonable and constituted due, adequate, and sufficient notice to all persons and entities entitled to such notice; and (iv) met all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution, the Due Process protections of the State of Oklahoma, and any other applicable law. Therefore, the Court approves the form, manner, and content of the Notice of Settlement used by the Parties. The Court further finds that all 7 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 77 of 140 Class Members have been afforded a reasonable opportunity to request exclusion from the Settlement Class or to object to the proposed Settlement Agreement and resulting Settlement. 7. The Court hereby affirms its determinations in the Preliminary Approval Order certifying, for the purposes of the Settlement only, the Litigation as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure, including that: the members of the Settlement Class are so numerous that joinder of all Settlement Class Members in the class action is impracticable; there are questions of law and fact common to the Settlement Class which predominate over any individual questions; the claims of Plaintiff are typical of the claims of the Settlement Class; Plaintiff and his counsel have fairly and adequately represented and protected the interests of the Class Members; and, after considering the interests of the Class Members in individually controlling the prosecution of separate actions, the extent and nature of litigation already commenced by members of the Settlement Class, the desirability or undesirability of continuing the litigation of these claims in this forum, and the difficulties likely to be encountered in the management of the class action—a class action is superior to other available methods for the fair and efficient adjudication of the controversy. Pursuant to and in accordance with Federal Rule of Civil Procedure 23, the Settlement Agreement and resulting Settlement, including, without limitation, the consideration paid by Defendant, the covenants not to sue, the releases, and the dismissal with prejudice of the Released Claims against the Released Parties as set forth in the Settlement Agreement, is approved as fair, reasonable and adequate and in the best interests of the Settlement Class. The Settlement Agreement was entered into between the Parties at arm's-length and in good faith after substantial negotiations and mediation, and was free of collusion. The Settlement Agreement fairly reflects the complexity of the claims, the duration of the Litigation, the extent of 8 (. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 78 of 140 discovery, and the balance between the benefits the Settlement Agreement provides to Class Members and the risk, cost, and uncertainty associated with further litigation and trial. Serious questions of law and fact remain contested between experienced counsel and the Parties. The Settlement Agreement and resulting Settlement provide a means of gaining immediate valuable and reasonable compensation and foreclosing the prospect of uncertain results that could occur after many more months or years of additional discovery and litigation. The considered judgment of the Parties, aided by experienced legal counsel, supports the approval of the Settlement Agreement and resulting Settlement. The Parties and the Settlement Administrator are hereby authorized and directed to comply with and to cause the consummation of the proposed Settlement in accordance with the Settlement Agreement. 8. By agreeing to settle the Litigation, Defendant does not admit, and instead specifically denies, that the Litigation could have otherwise been properly maintained as a class action (as opposed to a settlement class), and specifically denies any and all liability and wrongdoing to the Class Representative and to the Settlement Class. 9. The Court finds that on 2018, Defendant caused notice of the Settlement to be served on the appropriate state official for each state in which a Class Member resides, and the appropriate federal official, as required by and in conformance with the form and content requirements of 28 U.S.C. § 1715. In connection therewith, the Court has determined that the appropriate state official for each state in which a Class Member resides was and is the State Attorney General for each such state, and the appropriate federal official was and is the Attorney General of the United States. Further, the Court finds it was not feasible for Defendant to include on each such notice the names of each of the Class Members who reside in each state and the estimated proportionate share of the Net Settlement Fund of 6 r � - 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 79 of 140 each such Class Member to the entire Settlement as referenced in 28 U.S.C. § 1715; therefore, each notice included a reasonable estimate of the number of Class Members residing in each state and the estimated proportionate share of such Class Members. The Court finds that all requirements of 28 U.S.C. § 1715 have been met and complied with and, as a consequence, no Class Member may refuse to comply with or choose not to be bound by the Settlement and this Court's Orders in furtherance thereof, including this Judgment. 10. The Litigation and all claims included therein, and all the Released Claims, are dismissed with prejudice as to the Released Parties. The Court orders that, upon the Effective Date, the Settlement Agreement shall be the exclusive remedy for any and all Released Claims of Class Members. The Releasing Parties are hereby deemed to have finally, fully, and forever conclusively released, relinquished, and discharged all of the Released Claims against the Released Parties to the fullest extent permitted by law. The Court thus hereby permanently bars and enjoins the Releasing Parties, and each of them (regardless whether or not any such person or party shares in the Settlement Fund), and all persons acting on behalf of, or in concert or participation with such Releasing Parties, from: filing, commencing, asserting, prosecuting, maintaining, pursuing, continuing, intervening in, or participating in, or receiving any benefits from, any lawsuit (including without limitation a putative class action), arbitration, or administrative, regulatory or other proceeding in any jurisdiction based upon or asserting any of the Released Claims. The Released Parties are discharged and/or released from all claims for contribution that have been or may be brought by or on behalf of any persons relating to the Settlement of the Released Claims. The releases and prohibitions of this paragraph apply equally to any claim that relates to the subject matter of the Released Claims except as expressly excluded therefrom. The Court's approval of the Settlement Agreement and entry of 10 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 80 of 140 judgment herein shall have the effect of barring each of the Releasing Parties from asserting any claim from which that party would be barred by a judgment resolving the certified claims herein had such claims been brought by such party individually. 11. No party to the Settlement Agreement and resulting Settlement will bear any other party's litigation costs, costs of court, or attorneys' fees. The Court orders that Defendant and Plaintiff's Counsel will be reimbursed for costs advanced under Paragraph 1.1 of the Settlement Agreement out of the Gross Settlement Fund within 10 days following the Effective Date. Any Residual Unclaimed Funds remaining in the account after the Settlement Administrator has completed distributions to Class Members shall be distributed pursuant to paragraph 6.18 of the Settlement Agreement. 12. The Court also approves the efforts and activities of the Settlement Administrator, IND Legal Administration, in assisting with certain aspects of the administration of the Settlement Agreement and resulting Settlement, and directs it to continue to assist Class Representative in completing the administration and distribution of the same in accordance with the Settlement Agreement, this Judgment, any Plan of Allocation approved by the Court, and the Court's other orders. 13. Nothing in this Judgment shall bar any action or claim by Class Representative or Defendant to enforce or effectuate the terms of the Settlement Agreement or this Judgment. 14. If it has not already occurred, the Settlement Administrator is directed to refund to Defendant the amount attributable to potential Class Members who timely and properly submitted a Request for Exclusion or were otherwise excluded from the Settlement Class by order of the Court. The timing of such refund and how the amount of such refund shall be calculated is set forth in paragraph 6.4 of the Settlement Agreement. 1 � 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 81 of 140 15. This Judgment, and the Settlement Agreement and resulting Settlement (including any provisions contained in or exhibits attached to the Settlement Agreement)—and any negotiations, statements, or proceedings in connection therewith, or any action undertaken pursuant thereto—shall not be admissible in any action or proceeding for any reason, other than an action to enforce the terms of this Judgment or the Settlement Agreement and resulting Settlement (including, but not limited to, defending or bringing an action based on the releases provided for herein). The Judgment and the Settlement Agreement and resulting Settlement are not and shall not be deemed, described, or construed to be or offered or received as evidence of a presumption, concession, declaration, or admission by any person or entity of the truth of any allegation made in the Litigation; the validity or invalidity of any claim or defense that was, could have been, or might be asserted in the Litigation; the amount of damages, if any, that would have been recoverable in the Litigation; or any liability, negligence, fault, or wrongdoing of any person or entity in the Litigation. 16. As separately set forth in detail in the Court's Plan of Allocation Order(s), the Allocation Methodology, the Initial Plan of Allocation, and distribution of the Net Settlement Fund among Class Members are approved as fair, reasonable and adequate, and Plaintiff's Counsel and the Settlement Administrator are directed to administer the Settlement Agreement and resulting Settlement in accordance with the Plan of Allocation(s) entered by the Court. 17. The Court finds that Class Representative, Defendant, and their respective Counsel have complied with the requirements of the Federal Rules of Civil Procedure as to all proceedings and filings in this Litigation. The Court further finds that Class Representative and Plaintiffs Counsel adequately represented the Settlement Class in entering into the Settlement Agreement and implementing the resulting Settlement. 12 r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 82 of 140 18. Neither Defendant nor Defendant's Counsel has any liability or responsibility to Plaintiff, Plaintiff's Counsel, or the Settlement Class with respect to the Gross Settlement Fund or its administration, including but not limited to any distributions made by the Settlement Administrator. Except as described in paragraph 6.21 of the Settlement Agreement, no Class Member shall have any claim against Plaintiff's Counsel, the Settlement Administrator, or any of their respective designees or agents based on loss of any portion of the distributions made substantially in accordance with the Settlement Agreement, the Court's Plan of Allocation Order(s), or other orders of the Court. 19. Any Class Member who receives a Distribution Check that he/she is not legally entitled to receive is hereby ordered to either (1) pay the appropriate portion(s) of the Distribution Check to the person(s) legally entitled to receive such portion(s) or (2) return the Distribution Check uncashed to the Settlement Administrator. 20. All matters regarding the administration of the Gross Settlement Fund or taxation of funds distributed from the Net Settlement Fund shall be handled in accordance with the Settlement Agreement. 21. Any order approving or modifying any Plan of Allocation Order, the application by Plaintiff's Counsel for an award of attorneys' fees or reimbursement of Litigation Expenses, or the request of Class Representative for a Case Contribution Award shall be handled in accordance with the Settlement Agreement and the documents referenced therein (to the extent the Settlement Agreement and documents referenced therein address such an order). 22. Without affecting the finality of this Judgment in any way, the Court (along with any appellate court with power to review the Court's orders and rulings in the Litigation) reserves exclusive and continuing jurisdiction over the Litigation, Class Representative, Class 13 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 83 of 140 Members, Defendant, and the other Released Parties for the purposes of: (i) supervising and/or determining the fairness and reasonableness of the implementation, enforcement, construction, and interpretation of the Settlement Agreement and resulting Settlement, any Plan of Allocation order entered by the Court, and this Judgment; (ii) hearing and determining an application for an award of Plaintiffs Attorneys' Fees, and Litigation Expenses, and/or a Case Contribution Award for Class Representative, if such determinations were not made at the Final Fairness Hearing; (iii) supervising the distribution of funds; (iv) resolving any dispute regarding a Party's right to terminate the Settlement pursuant to the Settlement Agreement; (v) all matters concerning the administration and enforcement of the Settlement, including the entry of injunctive or other relief to enforce, implement, administer, construe and/or interpret the Settlement Agreement; and (vi) exercising jurisdiction over any challenge to the Settlement Agreement and resulting Settlement on any basis whatsoever. 23. If for any reason whatsoever this Judgment does not become Final and Non - Appealable in accordance with the definition of that phrase in the Settlement Agreement, for example—but without limitation—because the Settlement Agreement and resulting Settlement is terminated as the result of a successful appeal of this Judgment, then this Judgment and all orders previously entered in connection with the Settlement Agreement and resulting Settlement shall be rendered null and void and shall be vacated to the extent provided by and in accordance with the Settlement Agreement. The provisions of the Settlement Agreement relating to termination of the Settlement Agreement shall be complied with including: (1) the refund to Defendant of all amounts in the Settlement Administrator's accounts or in the Escrow Account after any disbursement to Plaintiffs Counsel pursuant to (2) below; (2) the refund to Plaintiffs Counsel of that portion, if any, of the $375,000 that Plaintiffs Counsel contributed 14 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 84 of 140 toward Administration, Notice, and Distribution Costs that has not previously been expended by the Settlement Administrator. 24. All Released Claims, on behalf of Plaintiff and the Class Members, are hereby DISMISSED WITH PREJUDICE to the refiling of the same or any portion thereof against the Released Parties. The Court retains jurisdiction as set forth in ¶22 to perform any of the functions listed therein, including, without limitation, to administer the Settlement distribution process as contemplated in the Court's Plan of Allocation order(s), administer other aspects of the Settlement as described in the Settlement Agreement, and issue any additional orders pertaining to Plaintiffs Counsel's request for attorneys' fees and reimbursement of reasonable Litigation Expenses and Class Representative's request for a Case Contribution Award. Notwithstanding the Court's jurisdiction to issue additional orders in this Litigation, this Judgment fully disposes of all claims against Defendant, and is therefore a final appealable judgment. Regardless, there is no reason for delay in the entry of this Judgment, and the Court hereby expressly directs the Clerk of the Court to enter this Judgment as a final order and final judgment in this Litigation. 25. [IF OBJECTION(S) ARE MADE — ADDITIONAL LANGUAGE TO BE DETERMINED BASED ON OBJECTION(S)] IT IS SO ORDERED. Dated this _ day of '2018. Ronald A. White UNITED STATES CHIEF JUDGE 15 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 85 of 140 APPROVED AS TO FORM PLAINTIFF'S COUNSEL: REX A. SHARP OBA No. 011990 Rex. A. Sharp, P.A. 5301 W. 751i Street Prairie Village, KS 66208 (913)901-0505 (913) 901-0419 fax rsharp@midwest-law.com REAGAN E. BRADFORD OBA No. 22072 W. MARK LANIER (Pro Hac Vice) The Lanier Law Firm Houston Office: 6810 FM 1960 West Houston, Texas 77069 Telephone: (713) 659-5200 Oklahoma Office: 100 E. California Ave., Suite 200 Oklahoma City, OK 73104 WML@LanierLawFirm.com Reagan.Bradford@LanierLawFirm.com 16 i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 86 of 140 DEFENSE COUNSEL: Mark D. Christiansen, OBA #1675 Michael F. Smith, OBA #14815 McAFEE & TAFT A Professional Corporation 10`h Floor, Two Leadership Square 211 N. Robinson Avenue Oklahoma City, Oklahoma 73102-7103 Telephone: 405-235-9621 Mark.christiansen@mcafeetaft.com Michael.smith@mcafeetaft.com D. Patrick Long, pro hac vice SQUIRE PATTON BOGGS (US) LLP 2000 McKinney Ave., Suite 1700 Dallas, Texas 75201 Telephone: 214-758-1500 Patrick.long@squirepb.com Greg R. Wehrer, pro hac vice Amanda D. Price, pro hac vice SQUIRE PATTON BOGGS (US) LLP 6200 Chase Tower, 600 Travis St. Houston, Texas 77002 Telephone: 713-546-5850 Charles D. Neal, Jr. OBA 46591 STEIDLEY & NEAL P.L.L.C. 100 E. Carl Albert Parkway McAlester, OK 74502 Telephone: (918) 423-4611 cdn@steidley-neal.com Harvey D. Ellis, Jr., OBA #2694 CROWE & DUNLEVY A Professional Corporation 324 N. Robinson Ave., Suite 100 Oklahoma City, Oklahoma 73102 (405)235-7700 harvey.ellis@crowedunlevy.com 17 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 87 of 140 Exhibit 3 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, vs BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION A court authorized this Notice. This is not a solicitation from a lawyer. If you belong to the Settlement Class and this Settlement is approved, your legal rights will be affected Read this Notice carefully to see what your rights and options are in connection with this Settlement.' Because you may be a member of the Settlement Class in the Litigation captioned above and described below ("the Litigation"), the Court has directed this Notice to be sent to you. Defendant BP America's ("Defendant" or `BP America") records show payment to you of royalties on natural gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and drip condensate) produced from well(s) in Oklahoma that BP America operated or, as non -operator, BP America separately marketed the gas and its constituents. Capitalized terms not otherwise defined in this Notice shall have the meanings attributed to those terms in the Settlement Agreement referred to below and available at www.cecil-bp.com. This Notice generally explains the claims being asserted in the Litigation, summarizes the Settlement, and tells you about your rights to remain a Class Member or to timely and properly submit a Request for Exclusion (also known as an "opt out") so that you will be excluded from the Settlement. This Notice provides information so you can decide what action you want to take with respect to the Settlement before the Court is asked to finally approve it. If the Court approves the Settlement and after the final resolution of any objections or appeals, the Court-appointed Settlement Administrator will issue payments to eligible Class Members, without any further action from you. This Notice describes the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. ' This Notice is a summary of the terms of the Settlement Agreement in this matter. Please refer to the Settlement Agreement for a complete description of the terms and provisions thereof. A copy of the Settlement Agreement is available for free at www.cecit-bp.com. The terms, conditions, and definitions in the Settlement Agreement qualify this Notice in its entirety. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 88 of 140 The Settlement Class in the Litigation consists of the following individuals and entities: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiff's Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001-73 in the District Court for Pittsburg County, Oklahoma.z If you are unsure whether you are included in the Settlement Class, you may contact the Settlement Administrator at: Cecil -BP Settlement C/o , Settlement Administrator 2 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 89 of 140 TO OBTAIN THE BENEFITS OF THIS PROPOSED SETTLEMENT, YOU DO NOT HAVE TO DO ANYTHING. I. General Information About the Litigation The Litigation seeks damages for Defendant's alleged underpayment of royalties to the royalty owners in the Class described above on Oklahoma wells where Defendant (or a predecessor or affiliate of Defendant) is or was the operator or, as a non -operator, Defendant (or a predecessor or affiliate of Defendant) separately marketed gas. Plaintiff John Cecil ("Plaintiff') alleges that BP America breached an implied covenant to market, breached the underlying leases, breached an alleged fiduciary duty, violated RICO, and committed fraud with respect to royalty payments for gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen and condensate). These claims are premised on a variety of allegations, including but not limited to the allegations that Defendant (or a predecessor or affiliate of Defendant): (1) made various deductions and reductions from royalty payments that should not have been made by deducting direct and indirect fees for marketing, gathering, compression, dehydration, processing, treatment, and other similar services before the gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and drip condensate) was a "marketable product"; (2) did not pay royalty, or underpaid royalty, on gas that was used off the lease premises or in the manufacture of products; (3) did not pay royalty, or underpaid royalty, on drip condensate that dropped out of the gas stream; (4) failed to provide to royalty payees all of the information required by statute; and, (5) made affiliate sales. Defendant expressly denies all allegations of wrongdoing or liability with respect to the claims and allegations in the Litigation. The Court has made no determination with respect to any of the parties' claims or defenses. A more complete description of the Litigation, its status, and the rulings made in the Litigation are available in the pleadings and other papers maintained by the United States District Court for the Eastern District of Oklahoma, located at 101 North 5th Street, Muskogee, Oklahoma 74401, in the file for Case No. 16 - CV -00410 -RAW. II. The Settlement, Attorneys' Fees, Litigation Expenses, Case Contribution Award And The Settlement Allocation And Distribution To The Class On April_, 2018, the Court preliminarily approved a Settlement in the Litigation between Plaintiff, on behalf of himself and the Settlement Class, and Defendant. This approval and this Notice are not an expression of opinion by the Court as to the merits of any of the claims or defenses asserted by any of the parties to the Litigation, or of whether the Court will ultimately approve the Settlement Agreement. In settlement of all claims alleged in the Litigation, Defendant has agreed to pay One Hundred Forty - Seven Million Dollars ($147,000,000.00) in cash ("Gross Settlement Fund"), plus Defendant implemented new procedures and policies for calculating and paying royalty with respect to production on Class Wells (the "Past Benefits"), the value of which will be estimated by Plaintiff's expert. Defendant has also agreed to maintain these procedures and policies with respect to production on Class Wells for at least the next 7 years, which Plaintiff estimates has a net present value of no less than $35,000,000 (the "Future Benefits"). In exchange for the payment noted above and other consideration outlined in the Settlement Agreement, the Settlement Class shall release the Released Claims (as defined in the Settlement Agreement available for review and download at www.cecil-bp.com) against the Released Parties (as defined in the Settlement Agreement). The $147,000,000.00 cash payment, plus the Past and Future Benefits is referred to as the "Gross r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 90 of 140 Settlement Value." The Gross Settlement Fund, less reasonable Plaintiffs Attorneys' Fees, Litigation Expenses, any Case Contribution Award, and other costs approved by the Court (the "Net Settlement Fund"), will be distributed to Class Members. Counsel for Plaintiff ("Plaintiffs Counsel") intends to seek an award of attorneys' fees of not more than 40% of the Gross Settlement Value. Plaintiffs Counsel, Reagan Bradford and Mark Lanier of The Lanier Law Firm and Rex Sharp and Barbara Frankland of Rex A. Sharp, P.A., have been litigating this case without any payment whatsoever, advancing hundreds of thousands of dollars in expenses. At the Final Fairness Hearing, Plaintiffs Counsel will also seek reimbursement of the Litigation Expenses incurred in connection with the prosecution of this Litigation and that will be incurred through final distribution of the Settlement, which amount will not exceed $900,000.00, to be paid out of the Gross Settlement Fund. In addition, Plaintiff intends to seek a Case Contribution Award for its representation of the Class, which amount will not exceed $350,000.00, to compensate Plaintiff for his time, expense, risk and burden as serving as Class Representative. The Court must approve the Allocation Methodology and Initial Plan of Allocation, which describe how the Settlement Administrator will allocate the Net Settlement Fund to each Class Member. A general description of that process is: Plaintiffs Counsel will first allocate the Net Settlement Fund proportionately to each Class We113 with due regard for: (i) the production BP America marketed on behalf of itself and/or others; (ii) the amount and date of claimed royalty underpayment to Class Members; (iii) the time period when the claimed underpayment occurred; and (iv) the distribution of small amounts that would exceed the cost of the distribution. Thereafter, subject to approval by the Court, the Settlement Administrator will allocate the Net Settlement Fund for each Class Well among all Class Members in that Class Well based on their royalty decimal interest in that Class Well using the royalty payment information described in paragraph 3.3 of the Settlement Agreement. The distribution to current Class Members described above is based on the following assumptions: (a) that very few sales of royalty interests have occurred during the specified time period; (b) that where sales did occur, the parties intended for the buyer to receive payment for past claims; and (c) that where royalty interests passed through inheritance, devise, or interfamily transfers, it was the intent that the heir, devisee or transferee receive the right to receive payment for claims based on past production. The Net Settlement Fund will be distributed by the Settlement Administrator within 7 months after the Effective Date of the Settlement. The Effective Date requires the exhaustion of any appeals, which may take a year or more after the entry of Judgment. The Settlement may be terminated on several grounds, including if the Court does not approve or materially modifies the terms of the Settlement. If the Settlement is terminated, the Litigation will proceed as if the Settlement had not been reached. This Notice does not and cannot set out all the terms of the Settlement Agreement, which is available for review and download at www.cecil-bp.com. This website will eventually include this Class Notice, a preliminary Class Well list, the Initial Plan of Allocation, and the Plaintiffs Counsel's application for Attorneys' Fees, Litigation Expenses, and Case Contribution Award. You may also receive information about the progress of the Settlement by visiting the website at www.cecil-bp.com, or by contacting the Settlement Administrator at the address set forth above. III. Class Settlement Fairness Hearing The Final Fairness Hearing will be held on _, 2018 beginning at—p.m., before the Honorable Ronald A. White, U.S. District Court Chief Judge for the Eastern District of Oklahoma, 101 North 5th Street, Paragraph 1.5 of the Settlement Agreement defines "Class Wells". r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 91 of 140 Muskogee, Oklahoma. Please note that the date of the Fairness Hearing is subject to change without further notice. You should check with the Court and www.cecil-bp.com to confirm no change to the date and time of the hearing has been made. At the Fairness Hearing, the Court will consider: (a) whether the Settlement is fair, reasonable, and adequate; (b) any timely and properly raised objections to the Settlement; (c) the Allocation Methodology; (d) the Initial Plan of Allocation; and (e) the application for Plaintiff's Attorneys' Fees and Litigation Expenses and Case Contribution Award for Plaintiff relating to his representation of the Class. A CLASS MEMBER WHO WISHES TO PARTICIPATE IN THE SETTLEMENT AND DOES NOT SUBMIT A VALID REQUEST FOR EXCLUSION DOES NOT NEED TO APPEAR AT THE FINAL FAIRNESS HEARING OR TAKE ANY OTHER ACTION TO PARTICIPATE IN THE SETTLEMENT. IV. What Are Your Options As A Class Member? A. You Can Participate in the Class Settlement by Doing Nothing By taking no action, your interests will be represented by Plaintiff as the Class Representative and Plaintiffs Counsel. As a Class Member, you will be bound by the outcome of the Settlement, if finally approved by the Court. The Class Representative and Plaintiff's Counsel believe that the Settlement is in the best interest of the Class, and, therefore, they intend to support the proposed Settlement at the Final Fairness Hearing. As a Class Member, if you are entitled to a distribution pursuant to the Allocation Methodology and Final Plan of Allocation, you will receive your portion of the Net Settlement Fund and will be bound by the Settlement Agreement and all orders and judgments entered by the Court regarding the Settlement. If the Settlement is approved, unless you exclude yourself from the Settlement Class, neither you nor any other Releasing Party will be able to start a lawsuit or arbitration, continue a lawsuit or arbitration, or be part of any other lawsuit against any of the Released Parties based on any of the Released Claims during the Class Period. B. You May Submit a Request for Exclusion to Opt Out of the Settlement Class If you do not wish to be a member of the Settlement Class, then you must exclude yourself from the Settlement Class by mailing by certified mail, return receipt requested, a Request for Exclusion to the Settlement Administrator to be received by , 2018, at 5 p.m. CDT [30 days after Notice]. Your Request for Exclusion must state your name, address, telephone number, and contain your notarized signature. It must also include the following: (a) A statement that you want to exclude yourself from the Settlement Class in Cecil v. BP America, Case No. 16 -CV -00410 -RAW, U.S. District Court for the Eastern District of Oklahoma, and that you understand it will be your responsibility to pursue any claims you may have, if you so desire, on your own and at your expense. (b) A description of your interest in an Oklahoma well (or wells) where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas, including the well name, well number, county in which the well is located, and the owner identification number. If you do not follow these procedures—including mailing the Request for Exclusion so that the Settlement Administrator receives it by the deadline set out above—you will not be excluded from the Settlement Class, and you will be bound by all of the orders and judgments entered by the Court regarding the Settlement, including the release of claims. You must exclude yourself even if you already have a pending case against any of the Released Parties based upon any Released Claims during the Class I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 92 of 140 Period. You cannot exclude yourself on the website, by telephone, facsimile, or by e-mail. If you validly request exclusion as described above, you will not receive any distribution from the Net Settlement Fund, you cannot object to the Settlement, and you will not have released any claim against the Released Parties. You will not be legally bound by anything that happens in the Litigation. C. You May Remain a Member of the Settlement Class but Object to the Settlement, Allocation Methodology, Initial Plan of Allocation, Plaintiffs Attorneys' Fees, Litigation Expenses, or Case Contribution Award You have the right to remain a Class Member but still object to the proposed Settlement and any terms thereof. To object to the Settlement, Allocation Methodology, Initial Plan of Allocation, and/or application for Plaintiff's Attorneys' Fees or reimbursement of Litigation Expenses or Case Contribution Award to Plaintiff, you must file your written statement with the Court. Your written objection statement must contain: (a) A heading referring to Cecil v. BP America, Case No. 16 -CV -00410 -RAW and to the United States District Court for the Eastern District of Oklahoma; (b) A statement as to whether the objector intends to appear at the Final Fairness Hearing, either in person or through counsel, and, if through counsel, providing the name, address, email address, and telephone number of counsel; (c) A detailed statement of the specific legal and factual basis for each and every objection; (d) A list of any witnesses the objector wishes to call at the Final Fairness Hearing, together with a brief summary of each witness's expected testimony (to the extent the objector desires to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court); (e) A list of and copies of any exhibits the objector may seek to use at the Final Fairness Hearing; (f) A list of any legal authority the objector may present at the Final Fairness Hearing; (g) The objector's name, current address, current telephone number, and all royalty owner identification numbers with Defendant (or other operator); (h) The objector's signature executed before a Notary Public; (i) Identification of the objector's interest in wells where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas (by well name, payee well number, and county in which the well is located) during the Class Period; and Q) If the objector is objecting to any portion of Plaintiffs Attorneys' Fees, Litigation Expenses, or Case Contribution Award, the objector must specifically state the portion of Attorneys' Fees, Litigation Expenses, and/or Case Contribution Award (whichever applies to the objection) that he/she believes is fair and reasonable and the portion that is not. Any Class Member that fails to timely file the written objection statement and provide the required information will not be permitted to present any objections at the Final Fairness Hearing. Your written objection must be timely filed with the Court at the address below no later than 5 p.m. CDT on , 2018 [30 days after Notice]: Clerk of the Court United States District Court for the Eastern District of Oklahoma 101 North 5th Street Muskogee, Oklahoma 74401 r" 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 93 of 140 UNLESS OTHERWISE ORDERED BY THE COURT, ANY SETTLEMENT CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTON TO THE SETTLEMENT (OR ANY PART THEREOF) AND WILL NOT BE ALLOWED TO PRESENT ANY OBJECTIONS AT THE FINAL FAIRNESS HEARING. D. You May Retain Your Own Attorney to Represent You at the Final Fairness Hearing You have the right to retain your own attorney to represent you at the Final Fairness Hearing. If you retain separate counsel, you will be responsible to pay his or her fees and expenses out of your own pocket. V. Availability of Filed Papers And More Information This Notice summarizes the fifty -page Settlement Agreement, which sets out all of the terms. You may obtain a copy of the Settlement Agreement with its exhibits, as well as other relevant documents, from the settlement website for free at www.cecit-bp.com, or you may request copies by contacting the Settlement Administrator as set forth above. In addition, the pleadings and other papers filed in this Action, including the Settlement Agreement, are available for inspection in at the Office of the Clerk of the Court, set forth above, and may be obtained by the Clerk's office directly. The records are also available on-line for a fee through the PACER service at www.pacer.gov/. If you have any questions about this Notice, you may consult an attorney of your own choosing at your own expense or Class Counsel. PLEASE DO NOT CONTACT THE JUDGE OR THE COURT CLERK ASKING FOR INFORMATION REGARDING THIS NOTICE. DATED this day of April, 2018. RONALD A WHITE, U.S. Chief District Court Judge 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 94 of 140 Exhibit 4 If You Are or Were a BP America Royalty Owner in an Oklahoma Oil and Gas Well, You Could Be a Part of a Proposed Class Action Settlement The Settlement Class includes: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiffs Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001-73 in the District Court for Pittsburg County, Oklahoma. / The lawsuit Cecil v. BP America, Case No. 16 -CV -00410 -RAW (E.D. Okla.) claims BP America The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 95 of 140 ("Defendant") underpaid royalties on natural gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen, and drip condensate) produced from certain oil and gas wells in Oklahoma. Defendant denies all liability but has agreed to the proposed Settlement to avoid the uncertainty, burden, and expense of continued litigation. The Court did not decide which side is right. On April _, 2018, the Court preliminarily approved a Settlement in which Defendant has agreed to pay One Hundred Forty -Seven Million Dollars ($147,000,000.00) in cash (the "Gross Settlement Fund") and has implemented new procedures and policies for calculating and paying royalty with respect to production on Class Wells (the "Past Benefit"), the value of which will be estimated by Plaintiff's expert. Defendant has also agreed to maintain these royalty payment procedures and policies for at least the next 7 years, which Plaintiff estimates has a net present value of no less than $35,000,000 (the "Future Benefits"). From the Gross Settlement Fund, the Court may deduct reasonable Attorneys' Fees, Litigation Expenses, a Case Contribution Award, and any settlement Administration, Notice, and Distribution Costs. The remainder of the fund (the "Net Settlement Fund") will be distributed to eligible Class Members based on a variety of factors including: the production marketed by BP America from each Class Well, the amount and date of claimed royalty underpayment to Class Members in that Class Well, the time period when the claimed underpayment occurred, and the distribution of small amounts that exceed the cost of the distribution. Complete information on the benefits of the Settlement, including information on the distribution of the Net Settlement Fund, can be found in the Settlement Agreement posted on the website listed below. In exchange, Class Members will release Defendant and others identified in the Settlement Agreement from the claims described in the Settlement Agreement. The attorneys and law firms who represent the Class as Class Counsel are: (a) Reagan Bradford and Mark Lanier of The Lanier Law Firm; and, (b) Rex Sharp and Barbara Frankland of Rex A. Sharp, P.A. You may hire your own attorney, if you wish. However, you will be responsible for that attorney's fees and expenses. What Are My Legal Rights? Vo Nothing. Stay in the Class, and Receive Benefits of the Settlement: If the Court approves the proposed Settlement, you or your successors, if eligible, will receive the benefits of the proposed Settlement. stay In the settlement Class. But Ubiect to All or Part of the Settlement: You can file and serve a written objection to the Settlement and appear before the Court. Your written objection must contain the information described in the Notice of Settlement found at the website listed below and must be filed with the Court no later than 2018 at 5 p.m. CDT [30 days after Notice]. Exclude Yourself from the Settlement Class: To exclude yourself from the Settlement Class, you must file a written statement with the Court. Your Request for Exclusion must contain the information described in the Notice of Settlement found at the website listed below and must be filed and received no later than _, 2018 at 5 p.m. CDT. i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 96 of 140 [30 days after Notice] You cannot exclude yourself on the website, by telephone, or by email. The Court will hold a Final Fairness Hearing on , 2018 at _ p.m. CDT at the United States District Court for the Eastern District of Oklahoma, 101 North 5th Street, Muskogee, Oklahoma. At the Hearing, the Court will consider whether the proposed Settlement is fair, reasonable, and adequate. The Court will also consider the application for Plaintiffs Attorneys' Fees, Litigation Expenses, and Case Contribution Award. If comments or objections have been submitted in the manner required, the Court will consider them as well. Please note that the date of the Final Fairness Hearing is subject to change without further notice. If you plan to attend the Hearing, you should check with the Court and www.cecil-bp.com to confirm no change to the date and time of the Hearing has been made. This notice provides only a summary. For more detailed information regarding the rights and obligations of Settlement Class Members, read the Notice of Settlement, Settlement Agreement and other documents posted on the website or contact the Settlement Administrator. Visit: www.cecil-bp.com Call Toll -Free: Or write to: Cecil -BP Settlement c/o , Settlement Administrator i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 97 of 140 Cecil Settlement Exhibit 5 - Class Well List (operated & non -operated combined) Allen 24 1 H 3500520309 OK ATOKA 24 2S JOE operated Coppedge 116 H 3500520300 OK ATOKA 16 2S 10E operated Kelley 16H 3500520330 OK ATOKA 7 2S 11E operated Triple C 71 H 3500520325 OK ATOKA 7 2S SSE operated Wanda Sue 115 H 3500520321 OK ATOKA 15 2S 10E operated Alexander 15 3500921253 OK BECKHAM 5 SON 25W operated Bradley 16 3500921219 OK BECKHAM 6 ION 2SW operated Brady 301125 10 H 3500921907 OK BECKHAM 30 11N 25W operated Brown 15 3500920402 OK BECKHAM 5 ION 25W operated BRUNER/SEC 33/ 3 3500921199 OK BECKHAM 33 11N 25W operated BRUNER/SEC 33/ 002-33 3500920817 OK BECKHAM 33 11N 25W operated Bruner 233 3500920817 OK BECKHAM 33 SSN 25W operated Bruner3 33 3500921199 OK BECKHAM 33 11N 25W operated Bruner4 33 3500921300 OK BECKHAM 33 11N 25W operated Carlson 32 1125 10 H 3500921933 OK BECKHAM 5 ION 25W operated Carlson 32 1125 12 H 3500921893 OK BECKHAM 5 ION 25W operated Carlson 32 1125 7 H 3500921923 OK BECKHAM 5 ION 25W operated Carlson 5 10 25 12 H 3500921892 OK BECKHAM 5 SON 25W operated Cooper 1 6 3500921322 OK BECKHAM 6 SON 25W operated CROOK/SEC 32/ 001-32 3500920312 OK BECKHAM 32 SIN 25W operated Crook 132 3500920312 OK BECKHAM 32 SIN 25W operated Daniels 130 3500921337 OK BECKHAM 30 11N 25W operated Darrel 133 3500921009 OK BECKHAM 33 11N 25W operated Drew 130 3500921238 OK BECKHAM 30 11N 25W operated ELLIS/SEC 33/ 003-33 3500920479 OK BECKHAM 33 ION 26W operated Ellis 233 3500920303 OK BECKHAM 33 SON 26W operated Ellis 333 3500920479 OK BECKHAM 33 ION 26W operated GARRETT, CORA/SEC 32/ 001 3500900075 OK BECKHAM 32 11N 25W operated Green 310 25 12 H 3500921952 OK BECKHAM 3 ION 25W operated Green R C 125 3500920570 OK BECKHAM 25 12N 21W operated GREEN, MAGGIE/SEC 3/ 001-3 3500920257 OK BECKHAM 3 SON 25W operated GREGORY/SEC 24/ 01-24 3500920550 OK BECKHAM 24 12N 21W operated Gregory 124 3500920550 OK BECKHAM 24 12N 21W operated Heather 15 3500921402 OK BECKHAM 5 ION 25W operated Heinsohn 331125 10 H 3500921894 OK BECKHAM 4 ION 25W operated Heinsohn 33 1125 16 H - 3500921951 OK BECKHAM 4 ION 25W operated Heinsohn 410 25 10 H 3500921891 OK BECKHAM 4 ION 25W operated Hildebrand 14 3500921167 OK BECKHAM 4 SON 25W operated John B 130 3500921290 OK BECKHAM 30 11N 25W operated KAILEY/SEC 4/ 001-4 3500921198 OK BECKHAM 4 ION 25W operated Kailey 14 3500921198 OK BECKHAM 4 ION 25W operated Keathley 131 3500920489 OK BECKHAM 31 11N 25W operated Keathley 15 3500921179 OK BECKHAM 5 ION 25W operated Keathley 231 3500921159 OK BECKHAM 31 11N 25W operated Kelsey 131 3500921211 OK BECKHAM 31 JAN 25W operated Lauren 131 3500921246 OK BECKHAM 31 11N 25W operated Linn Ranch 301125 12 H 3500921905 OK BECKHAM 30 11N 25W operated Mandrell 130 3500920488 OK BECKHAM 30 11N 25W operated Maotai 331 3500921552 OK BECKHAM 33 ION 26W operated MAYES/SEC 9/ 001-9 3500920669 OK BECKHAM 9 ION 25W operated MAYFIELD/SEC 33/ 033-1R 3500920296 OK BECKHAM 33 11N 25W operated McGuire 131 3500921272 OK BECKHAM 31 11N 25W operated McGuire 231 3500921310 OK BECKHAM 31 SSN 25W operated McGuire 31112512 H 3500921926 OK BECKHAM 6 ION 25W operated TGL232 3500921487 OK BECKHAM 32 11N 26W operated Tipton 14 3500921118 OK BECKHAM 4 SON 25W operated Tipton 229 3500920437 OK BECKHAM 29 11N 25W operated Tipton 24 3500921133 OK BECKHAM 4 SON 25W operated I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 98 of 140 Tipton 529 3500921223 OK BECKHAM 29 11N 25W operated GRABOW 19-1 001 3501121537 OK BLAINE 19 19N 12W operated KAHLE, MAUDE, UNIT 001 3501536018 OK CADDO 9 SN 9W operated GIRARD UNIT 001 3501720069 OK CANADIAN 24 13N IOW operated DAVIS 001-24U 3501924307 OK CARTER 24 5S IE operated GRAHAM /DEESE/ UNIT 001-19E 3501905230 OK CARTER 23 2S 3W operated GRAHAM /DEESE/ UNIT 037-10 3501921647 OK CARTER 25 2S 3W operated GRAHAM /DEESE/ UNIT 034-10 3501921689 OK CARTER 25 2S 3W operated GRAHAM /DEESE/ UNIT 054-1 3501995009 OK CARTER 29 7N 19E operated WILLIAMS, C D, UNIT 001 3501921542 OK CARTER 28 15 3W operated BAXTER BI BS 3502920215 OK COAL 1 1N 11E operated FINNS 1-22 1-22 3502920172 OK COAL 22 3N 11E operated Binns 2 22 H 3502921140 OK COAL 22 3N 11E operated Sonicelli 135 H 3502921132 OK COAL 2 3N 11E operated Coy 1 25 3502921286 OK COAL 25 2N 8E operated Crow 134 H 3502921297 OK COAL 34 2N 11E operated Downen 124 H 3502920939 OK COAL 24 2N I1E operated Downen 126 H 3502920990 OK COAL 26 2N SSE operated Ellen 132 3502921285 OK COAL 32 2N BE operated Ennis2 12 3502920795 OK COAL 12 2N SSE operated Freas 12 H 3502920902 OK COAL 2 3N SSE operated Freas 2 2 H 3502921194 OK COAL 11 3N 11E operated Freas 3 2 H 3502921196 OK COAL 11 3N 11E operated Freas 4 2 H 3502921195 OK COAL 11 3N 11E operated Freas 5 2 H 3502921197 OK COAL 11 3N 11E operated Hd Binns 3 22 H 3502921352 OK COAL 27 3N 11E operated Hd Binns 4 22 H 3502921353 OK COAL 27 3N 11E operated Hd Binns 5 22 H 3502921354 OK COAL 22 3N 11E operated Hd Binns 6 22 H 3502921355 OK COAL 22 3N SSE operated Hockett 1-3 1-3 3502920303 OK COAL 3 1N 8E operated Hockett 2 3 H 3502921325 OK COAL 3 1N 8E operated Ina 111 H 3502921076 OK COAL 11 3N 11E operated Ina 211 H 3502921299 OK COAL 14 3N 11E operated Ina 311 H 3502921298 OK COAL 14 3N 13E operated Ina 4 11 H 3502921300 OK COAL 14 3N SSE operated Jolene 2 26 H R 3502921356 OK COAL 26 2N 11E operated Jolene 3 26 H 3502921346 OK COAL 26 2N SSE operated Jolene 426 HR 3502921349 OK COAL 23 2N SSE operated Jolene 5 26 H 3502921348 OK COAL 23 2N 11E operated McEntire 114 H 3502920912 OK COAL 14 1N 31E operated McEntire 11 A 3502920183 OK COAL 11 1N 13E operated McEntire Estate 10 3502920249 OK COAL 30 1N I1E operated Patricia Ann 11 H 3502921025 OK COAL 1 1N 11E operated Phillips 128 H 3502921102 OK COAL 28 3N 11E operated Phillips 2 28 H 3502921294 OK COAL 33 3N 11E operated Phillips 3 28 H 3502921295 OK COAL 33 3N SSE operated Phillips 4 28 H 3502921296 OK COAL 33 3N 11E operated Potter Payte2 3502920434 OK COAL 27 2N 9E operated Queen 2 24 H 3502921339 OK COAL 25 2N 11E operated Queen 3 24 H 3502921342 OK COAL 25 2N 11E operated Queen 4 24 H 3502921340 OK COAL 25 2N SSE operated Queen 5 24 H 3502921341 OK COAL 25 2N 13E operated Romines 2 2 H 3502921324 OK COAL 35 2N 8E operated Schmitt 11 H 3502921107 OK COAL 1 3N 31E operated Schmitt 21 H 3502921206 OK COAL 12 3N 11E operated Schmitt 3 1 H 3502921205 OK COAL 12 3N 11E operated Schmitt 4 1 H 3502921207 OK COAL 12 3N 11E operated Schmitt 5 1 H 3502921214 OK COAL 12 3N IIE operated SHORES 2-11 2-11 3502920176 OK COAL 11 3N 11E operated Smalley 112 3502920137 OK COAL 12 3N 11E operated Smalley 212 H 3502921093 OK COAL 13 3N 13E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 99 of 140 Smalley 3 12 H 3502921302 OK COAL 13 3N 11E operated Smalley 4 12 H 3502921301 OK COAL 13 3N SSE operated Smalley 512 H 3502921303 OK COAL 13 3N SSE operated Smalley 6 12 H 3502921304 OK COAL 13 3N 11E operated SMITH 1-27 (COAL CO) 1-27 3502900246 OK COAL 27 2N 9E operated Surdahl1 11 H 3502921131 OK COAL 11 1N 11E operated Waccaw 115 H 3502920959 OK COAL 15 IN SSE operated Walkup 2 27 H 3502921117 OK COAL 27 3N SSE operated Walkup 3 27 H 3502921148 OK COAL 27 3N 11E operated Walkup 4 27 H 3502921150 OK COAL 27 3N 11E operated Walkup 5 27 H 3502921151 OK COAL 27 3N 11E operated WEST ASHLAND I-22 1-22 3502920086 OK COAL 22 3N 11E operated BeckJ D 118 3503921811 OK CUSTER 18 12N 20W operated Beck D218 3503921890 OK CUSTER 18 12N 20W operated HOWE/SEC 18/ 001-18 3503920721 OK CUSTER 18 12N 20W operated Howe 118 3503920721 OK CUSTER 18 12N 20W operated Hubbart 119 3503920610 OK CUSTER 19 14N 19W operated KEPHART/SEC 20/ 005-20 3503921836 OK CUSTER 20 12N 20W operated Kephart 120 3503920589 OK CUSTER 20 12N 20W operated Kephart 220 3503921290 OK CUSTER 20 12N 20W operated Kephart 520 3503921836 OK CUSTER 20 12N 20W operated White 19 3503921819 OK CUSTER 9 13N 20W operated Collier E S 1 3504335126 OK DEWEY 15 17N 18W operated Collier E 53015 3504323438 OK DEWEY 15 17N 18W operated Collier E S 2 3504321824 OK DEWEY 15 17N 18W operated Collier E S 3 3504322462 OK DEWEY 15 17N 18W operated Collier E S4 3504322509 OK DEWEY 15 17N 18W operated Collier E S 5 3504322532 OK DEWEY 15 17N 18W operated Collier E S 6 3504322583 OK DEWEY 15 17N 18W operated Collier E 5 7 3504322602 OK DEWEY 15 17N 18W operated Collier E S 8 3504322608 OK DEWEY 15 17N 18W operated Collier E S 9 3504322654 OK DEWEY 15 17N 18W operated COLLIER, ES UNIT/SEC 1S/ 008 3504322608 OK DEWEY 15 17N 18W operated Cox A K2 3504320554 OK DEWEY 7 17N 17W operated COX, A K GAS UNIT/SEC 7/ 003 3504321044 OK DEWEY 7 17N 17W operated Death E N 2 3504322698 OK DEWEY 7 17N 18W operated DEATH, E N UNIT#1/SEC 7/ 001 3504350086 OK DEWEY 7 17N 18W operated Farris1 3504322553 OK DEWEY 1 16N 19W operated GAMBLE/SEC 15/ /Sold 7/08/ 001-15 3504320649 OK DEWEY 15 16N 20W operated Gore B1 3504335121 OK DEWEY 36 17N 18W operated Gosda 1 3504322165 OK DEWEY 17 17N 17W operated Gosda2 3504322596 OK DEWEY 17 17N 17W operated Gosda3 3504322703 OK DEWEY 17 17N 17W operated Graybill Nolan 132 3504321314 OK DEWEY 32 16N 20W operated Graybill Nolan 232 3504322529 OK DEWEY 32 16N 20W operated Graybill Nolan 332 3504322618 OK DEWEY 32 16N 20W operated Hammer Betty 3504322392 OK DEWEY 19 17N 17W operated Hammer H319 3504322771 OK DEWEY 19 17N 17W operated HAMMER, BETTY/SEC 19/ 004 3504322392 OK DEWEY 19 17N 17W operated HAMMER, JH 003-19 3504322771 OK DEWEY 19 17N 17W operated HAMMER,1 H /SEC 19/ 001-19 3504322704 OK DEWEY 19 17N 17W operated JOE/SEC 22/ 001-22 3504322584 OK DEWEY 22 17N 17W operated Joe 222 3504322661 OK DEWEY 22 17N 17W operated Kauk118 3504322534 OK DEWEY 18 16N 18W operated KAUK 1-18 0001 3504322534 OK DEWEY 18 16N 18W operated KounsA1 3504320630 OK DEWEY 17 17N 17W operated KOU NS FARM/SEC 18/ 001-18 3504322424 OK DEWEY 18 17N 17W operated Kouns Farm 118 3504322424 OK DEWEY 18 17N 17W operated KuncA M 111 3504300003 OK DEWEY 11 17N 18W operated KuncA M 211 3504322082 OK DEWEY 11 17N 18W operated Kunc A M 311 3504322176 OK DEWEY 11 17N 18W operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 100 of 140 Kunc AM 411 3504322537 OK DEWEY 11 17N 18W operated Kunc AM 511 3504322578 OK DEWEY 11 17N SSW operated Kunc AM 611 3504322594 OK DEWEY 11 17N SSW operated Kunc AM 711 3504322598 OK DEWEY 11 17N SSW operated Kunc AM 811 3504322622 OK DEWEY 11 17N 18W operated Kunc Anton M 112 3504335132 OK DEWEY 12 17N 18W operated Kunc Anton M 212 3504321406 OK DEWEY 12 17N 18W operated Kunc Anton M 312 3504321486 OK DEWEY 12 17N 18W operated Kunc Anton M 412 3504322247 OK DEWEY 12 17N 18W operated Kunc Anton M 512 3504322588 OK DEWEY 12 17N 18W operated Kunc Farms 114 3504322508 OK DEWEY 14 17N 18W operated Kunc Farms 214 3504322531 OK DEWEY 14 17N 18W operated Kunc Farms 314 3504322541 OK DEWEY 14 17N 18W operated Kunc Pearl 114 3504335133 OK DEWEY 14 17N 18W operated Kunc Pearl 214 3504321914 OK DEWEY 14 17N 18W operated Kunc Pearl 314 3504321993 OK DEWEY 14 17N 18W operated Kunc Pearl A 17 3504321267 OK DEWEY 7 17N 17W operated KUNG, PEARL SEC 14 0004-14 3504322205 OK DEWEY 14 17N 18W operated Petree 135 3504321223 OK DEWEY 35 18N 18W operated Petree Rosa 1 3504322482 OK DEWEY 14 17N 18W operated Petree Rosa2 3504322580 OK DEWEY 13 17N 18W operated Presley 27 3504321405 OK DEWEY 7 17N 17W operated Presley 37 3504321479 OK DEWEY 7 17N 17W operated Pryor 119 3504335134 OK DEWEY 19 17N 17W operated Reed 19 3504321897 OK DEWEY 9 17N 18W operated Rein Gladys 19 3504350088 OK DEWEY 9 17N 18W operated REIN, GLADYS UNIT/SEC 9/ OO1RE 3504350088 OK DEWEY 9 17N 18W operated Rosa 1 3504322617 OK DEWEY 14 17N 18W operated Sarkeys S 1113 3504335136 OK DEWEY 13 17N 18W operated Seall 3504321833 OK DEWEY 12 17N 18W operated Sea12 3504322117 OK DEWEY 12 17N 18W operated Tullis Raymond 133 3504321387 OK DEWEY 33 16N 20W operated Tullis Raymond 233 3504322606 OK DEWEY 33 16N 20W operated TULLIS, RAYMOND/SEC 33/ 001-33 3504321387 OK DEWEY 33 16N 20W operated Walton Orville C l 3504321281 OK DEWEY 30 16N 20W operated Way Henry 19 3504321010 OK DEWEY 9 17N 17W operated Williamson 132 3504322556 OK DEWEY 32 16N 20W operated Woods Teddie G2 3504321047 OK DEWEY 13 17N 18W operated Woods Teddie G3 3504322495 OK DEWEY 13 17N 18W operated Woods Teddie G4 3504322525 OK DEWEY 13 17N 18W operated Woods Teddie GS 3504322546 OK DEWEY 13 17N 18W operated Woods Teddie G6 3504322613 OK DEWEY 13 17N 18W operated WOODS, TEDDIE G UNIT 001 3504320455 OK DEWEY 13 17N 18W operated WOODS, TEDDIE G UNIT OO1X 3504321268 OK DEWEY 13 17N 18W operated DONNELL, W K 009 3504938704 OK GARVIN 21 4N 3W operated DONNELL, W K 014 3504938694 OK GARVIN 20 4N 3W operated DONNELL, W K 018 3504923981 OK GARVIN 21 4N 3W operated DONNELL, W K 015 3504901968 OK GARVIN 21 4N 3W operated DONNELL, W K 016 3504938710 OK GARVIN 21 4N 3W operated DONNELL, W K 019 3504924021 OK GARVIN 21 4N 3W operated DONNELL, W K 017 3504938711 OK GARVIN 21 4N 3W operated DONNELL, W K 020 3504924033 OK GARVIN 21 4N 3W operated EASON UNIT 001 3504900888 OK GARVIN 26 3N 4W operated EOLA NW BLOCK/MCLISH SAND 004 3504936450 OK GARVIN 1 1N 3W operated EOLA NW BLOCK/MCLISH SAND 025 3504921186 OK GARVIN 12 1N 3W operated EOLA NW BLOCK/MCLISH SAND 14 3504995013 OK GARVIN 12 1N 3W operated EOLA NW BLOCK/MCLISH SAND 16 3504995014 OK GARVIN 12 IN 3W operated FRANKENBERG UNIT 001 3504938534 OK GARVIN 7 4N 3W operated FRANKENBERG,C B 002 3504937927 OK GARVIN 1 4N 4W operated FRANKENBERG, C B 001 3504937928 OK GARVIN 1 4N 4W operated FRANKENBERG-MCDANIEL 001 3504923910 OK GARVIN 7 4N 3W operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 101 of 140 HINKLE-FRANKENBERG UNIT 002 3504938520 OK GARVIN 6 4N 3W operated HINKLE-FRANKENBERG UNIT 001 3504938519 OK GARVIN 6 4N 3W operated LEE, W F 001 3504938925 OK GARVIN 5 4N 3W operated LEE -SMITH UNIT 001 3504938926 OK GARVIN 5 4N 3W operated MARTIN-HARRISON C-3 3504938529 OK GARVIN 6 4N 3W operated MARTIN-HARRISON D4 3504938527 OK GARVIN 6 4N 3W operated MARTIN-HARRISON 002 3504938526 OK GARVIN 6 4N 3W operated MARTIN-HARRISON 001 3504938525 OK GARVIN 6 4N 3W operated MARTIN -ROSE 003 3504937918 OK GARVIN 1 4N 4W operated MARTIN -ROSE 001 3504900174 OK GARVIN 1 4N 4W operated MARTIN -ROSE 002 3504937917 OK GARVIN 1 4N 4W operated MCDANIEL, I L D04 3504938549 OK GARVIN 7 4N 3W operated MCDANIEL, I L 003 3504938548 OK GARVIN 7 4N 3W operated MCDANIEL-ELLISON 002 3504938008 OK GARVIN 12 4N 4W operated MCDANIEL-ELLISON 004 3504924027 OK GARVIN 12 4N 4W operated MCDANIEL-ELLISON 003L 3504923904 OK GARVIN 12 4N 4W operated MCDANIEL-ELUSON 005 3504924079 OK GARVIN 12 4N 4W operated MCDANIEL-ELLISON 001 3504938007 OK GARVIN 12 4N 4W operated MITCHELL 001 3504937930 OK GARVIN 1 4N 4W operated MITCHELL 002 3504924110 OK GARVIN 1 4N 4W operated MITCHELL 003-1 3504924177 OK GARVIN 1 4N 4W operated MOORE, H K 003 3504938669 OK GARVIN 17 4N 3W operated MOORE, HARRY"A" 004 3504938651 OK GARVIN 16 4N 3W operated MOORE, HARRY K 005-16 3504924145 OK GARVIN 16 4N 3W operated MOORE, HARRY 001 3504938647 OK GARVIN 16 4N 3W operated MOORE-BELL 001-11 3504924147 OK GARVIN 11 4N 3W operated MYERS 001 3504900488 OK GARVIN 7 4N 3W operated NORVILLE 004-26 3504924191 OK GARVIN 26 3N 3W operated NORVILLE 003 3504922491 OK GARVIN 26 3N 3W operated NORVILLE, F 001U 3504923032 OK GARVIN 24 3N 3W operated SCOTT-MOORE 001 3504938661 OK GARVIN 17 4N 3W operated 5CRIVNER 003-26 3504924173 OK GARVIN 26 3N 3W operated 5CRIVNER 002 3504922492 OK GARVIN 26 3N 3W operated VAUGHN, TA 004 3504923356 OK GARVIN 3 3N 3W operated VAUGHN, TA 003 3504923183 OK GARVIN 3 3N 3W operated VAUGHN, TA 002 3504922160 OK GARVIN 3 3N 3W operated VAUGHN,TA 005 3504924104 OK GARVIN 3 3N 3W operated BROWN, GA"A" 001 3505135496 OK GRADY 24 5N 5W operated BROWN, GA"A" 2 3505155934 OK GRADY 4 4N 3W operated DOUGHERTY, VIRGIL F 003 3505122927 OK GRADY 36 SN SW operated DOUGHERTY, VIRGIL F 002 3505121195 OK GRADY 36 5N SW operated DOUGHERTY, VIRGIL F 001 3505135462 OK GRADY 36 5N SW operated LAURA#1-26 001-26 3505122953 OK GRADY 26 SN SW operated SPARKS"G" G1 3505121107 OK GRADY 26 SN SW operated TOM, B 003-35 3505122838 OK GRADY 35 SN SW operated TOM, B 4 3505122987 OK GRADY 35 SN 5W operated VIERSEN, SAM K 001 3505100390 OK GRADY 13 5N 5W operated Adams State 1 3506160037 OK HASKELL 12 7N 19E operated ADAMS STATE UNIT 4 3506121096 OK HASKELL 12 7N 19E operated Aldridge2 3506120732 OK HASKELL 6 7N 20E operated Aldridge AA 3506120571 OK HASKELL 7 7N 20E operated ALDRIDGE, AA, UNIT 001 3506160009 OK HASKELL 7 7N 20E operated ALEX 4-36H 3506122265 OK HASKELL 36 9N 18E operated Allen Pauline 1 3506120810 OK HASKELL 29 8N 22E operated Allred 1 3506100021 OK HASKELL 18 8N 20E operated Amb Aldridge1 3506160010 OK HASKELL 6 7N 20E operated Amb Ford 1 3506160046 OK HASKELL 15 8N 19E operated ANDERSON UNIT (SEC 29-814-20E) 003-29 3506121421 OK HASKELL 29 SN 20E operated ANDREW 4-35H 3506122266 OK HASKELL 35 9N 18E operated ANTHONY 1 3507920521 OK HASKELL 13 8N 26E operated APRIL 4-25H 3506122270 OK HASKELL 25 9N 18E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 102 of 140 Arthur 112 3506122065 OK HASKELL 12 7N 22E operated ARV 3-36H 3506122268 OK HASKELL 36 9N 18E operated BALLARD 2-15 3506120715 OK HASKELL 15 9N 23E operated BARNES 2-31-1 3506122273 OK HASKELL 3 8N 20E operated BARNES 1-3AH 3506122026 OK HASKELL 3 8N 20E operated Black Bear 121 3506122339 OK HASKELL 21 7N 20E operated BLAYLOCK, WALTER, UNIT 1-12 3506120400 OK HASKELL 12 9N 22E operated BLUE MOUNTAIN 2-25H 3506121987 OK HASKELL 25 9N 18E operated Brashears1 3506120003 OK HASKELL 13 8N 19E operated BRASHEARS UNIT/SEC 13/ 003-13 3506121753 OK HASKELL 13 8N 19E operated BRASHEARS UNIT/SEC 13/ 005-13 3506121771 OK HASKELL 13 8N 19E operated BRASHEARS UNIT/SEC 13/ 004-13 3506121757 OK HASKELL 13 8N 19E operated BRASHEARS UNIT/SEC 13/ 006-13 3506121778 OK HASKELL 13 SN 19E operated BryantJ D 128 3506120709 OK HASKELL 28 8N 20E operated BRYANT, S.C. 1-13 001 3506120096 OK HASKELL 13 7N 20E operated Burris L B 1 3506120291 OK HASKELL 19 9N 23E operated Burris L B 2 3506130039 OK HASKELL 15 7N 19E operated BUTLER -COOPER 001 3506120610 OK HASKELL 3 8N 19E operated CASON 2-11 3506120761 OK HASKELL 11 9N 19E operated Cason 111 3506120651 OK HASKELL 11 9N 19E operated Cason SA 11 3506120894 OK HASKELL 11 9N 19E operated Cloud 112 3506120777 OK HASKELL 12 7N 20E operated Cloud 212 3506120806 OK HASKELL 12 7N 20E operated Coblentz Hall 1 3506160031 OK HASKELL 2 7N 19E operated Coblentz Hall 3506121134 OK HASKELL 2 7N 19E operated DANIEL 1-10 3506120895 OK HASKELL 10 9N 19E operated Davenport 1 3506100053 OK HASKELL 33 8N 20E operated Davenport 128 3506120171 OK HASKELL 28 8N 20E operated DO NOT USE 3-14 3506120859 OK HASKELL 14 7N 21E operated DOSS 1-26 3506120183 OK HASKELL 26 9N 22E operated DUVALL 3-25H 3506122271 OK HASKELL 25 9N 18E operated DUVALL 1-25H 3506121845 OK HASKELL 25 9N 18E operated FS 3-34H 3506122149 OK HASKELL 34 9N 19E operated Falconer E 1 3506120057 OK HASKELL 16 7N 20E operated Falconer A E 2 16 3506120128 OK HASKELL 16 7N 20E operated FOWLER 1 3506160069 OK HASKELL 17 8N 20E operated Furry 1 3506160035 OK HASKELL 9 7N 19E operated Furry2 3506120544 OK HASKELL 9 7N 19E operated GEORGE 2-35H 3506121986 OK HASKELL 35 9N 18E operated GLADYS 1-35H 3506121928 OK HASKELL 35 9N 18E operated Harris 3506160055 OK HASKELL 26 SN 19E operated HAYES 1-23 3506120192 OK HASKELL 23 9N 23E operated Henderson 1 3506160036 OK HASKELL 10 7N 19E operated Henderson 2 3506120570 OK HASKELL 10 7N 19E operated Hendricks) 3506100051 OK HASKELL 11 7N 19E operated Hendricks R E 2 3506120571 OK HASKELL 11 7N 19E operated HENDRICKS, ROY E, UNIT 3 3506121106 OK HASKELL 11 7N 19E operated HIGHTOWER 1-30 3506120213 OK HASKELL 30 8N 22E operated HISER 001 3506120614 OK HASKELL 1 8N 19E operated Horton 15 3506120041 OK HASKELL 5 7N 22E operated JAKE 1-24H 3506122061 OK HASKELL 24 9N 18E operated Jeffery 135 3506120854 OK HASKELL 35 8N 20E operated KARCH 2-34H 3506121988 OK HASKELL 34 9N 19E operated KERR LOCK & DAM 1-11 3506120513 OK HASKELL 11 9N 22E operated KINTATOWNSITE UNIT 2 3506121162 OK HASKELL 31 8N 20E operated KINTATOWNSITE UNIT 001 3506160073 OK HASKELL 31 8N 20E operated Krisher1 3506130065 OK HASKELL 25 8N 22E operated Krisher3 3506121670 OK HASKELL 25 8N 22E operated Krisher4 3506122031 OK HASKELL 25 SN 22E operated Krisher5 H 3506122328 OK HASKELL 25 8N 22E operated KRISHER UNIT 002 3506120636 OK HASKELL 25 8N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 103 of 140 LILLARD 1-17 3506120327 OK HASKELL 17 9N 19E operated Martindale 13 3506120340 OK HASKELL 3 SN 19E operated McCafferty1 3506130070 OK HASKELL 26 SN 22E operated McCafferty 2 3506120742 OK HASKELL 26 BN 22E operated MCCAFFERTY UNIT 003 3506120887 OK HASKELL 26 8N 22E operated MCKIBBON 1-34 3506120545 OK HASKELL 34 9N 19E operated MIKAEL 2-36H 3506121961 OK HASKELL 36 9N 18E operated Mitchell G 12 3506120378 OK HASKELL 2 8N 19E operated MITCHELL'N' 001 3506120664 OK HASKELL 2 8N 19E operated Morris 113 3506120470 OK HASKELL 13 7N 20E operated Murphy 519 3506122346 OK HASKELL 19 7N 20E operated MURPHY UNIT 001 3506160002 OK HASKELL 19 7N 2DE operated MURPHY UNIT 002 3506120798 OK HASKELL 19 7N 20E operated Panther Hollow 114 3506120381 OK HASKELL 14 7N 21E operated PANTHER HOLLOW 2-14 002 3506120717 OK HASKELL 14 7N 21E operated PENNY UNIT/#1,2,3,4 002-32 3506121844 OK HASKELL 32 8N 19E operated PIXLER 001 3506160068 OK HASKELL 15 8N 20E operated Powell 1 19 3506120152 OK HASKELL 19 7N 19E operated QUICK 4-36H 3506122295 OK HASKELL 36 9N 19E operated Quinton 320 3506122316 OK HASKELL 20 7N 19E operated Rabon Heirs 232 3506120339 OK HASKELL 32 BN 19E operated Rabon) W 133 3506100091 OK HASKELL 33 BN 19E operated Richison 1 3506160076 OK HASKELL 32 8N 20E operated Robertson 1 3506130081 OK HASKELL 14 SN 21E operated Robertson 2 3506121077 OK HASKELL 14 8N 21E operated ROUSE 2-36H 3506122292 OK HASKELL 36 9N 19E operated SAN BOIS 1-26 3506120181 OK HASKELL 26 8N 20E operated SAPPINGTON 2-22 3506120776 OK HASKELL 22 7N 19E operated SMITH 4-34H 3506122272 OK HASKELL 34 9N 19E operated Smith Joe 1 3506130058 OK HASKELL 16 9N 23E operated Snow 2 3 3506120295 OK HASKELL 3 7N 19E operated State 127 3506120260 OK HASKELL 27 9N 23E operated TUCKER #1 001 3506121052 OK HASKELL 34 8N 20E operated Turkey Flat 116 3506120433 OK HASKELL 16 7N 21E operated Tyler 13 3506120832 OK HASKELL 3 9N 19E operated Vaughn 2 3506120769 OK HASKELL 7 7N 21E operated VAUGHN, EUGENE, UNIT 001 3506100056 OK HASKELL 7 7N 21E operated W B 1-34H 3506121944 OK HASKELL 34 9N 19E operated WAGNON 1-36H 3506121894 OK HASKELL 36 9N 18E operated WANTLAND UNIT 002 3506121100 OK HASKELL 27 SN 22E operated WANTLAND UNIT 4 3506121675 OK HASKELL 27 8N 22E operated WANTLAND, FRANK, UNIT 001 3506130061 OK HASKELL 27 8N 22E operated WEGERT 1-2 3507920511 OK HASKELL 2 8N 24E operated Williams 123 3506120382 OK HASKELL 23 9N 22E operated WIMBERLY UNIT/A/ 001 3506100076 OK HASKELL 28 8N 19E operated Woodmore 135 3506160061 OK HASKELL 35 8N 19E operated WOODMORE UNIT SEC 35 003 3506121117 OK HASKELL 35 BN 19E operated ZACHARY 3-35H 3506122148 OK HASKELL 35 9N 18E operated ALMA 1-24H 1-24H 3512123348 OK HUGHES 19 6N 12E operated Blevins 124 H 3506324286 OK HUGHES 24 6N 11E operated Bonnell 18 H 3506323989 OK HUGHES 8 SN 11E operated Boyce 126 H 3506323908 OK HUGHES 26 6N 10E operated Brumbaugh 110 H 3506323799 OK HUGHES 10 5N SSE operated Bue 15 H 3506324083 OK HUGHES 5 SN SSE operated Bue 25 H 3506324466 OK HUGHES 5 SN 11E operated Bue 35H 3506324457 OK HUGHES 5 SN SSE operated Bue 4 5 H 3506324467 OK HUGHES 8 SN SSE operated Bue 55H 3506324484 OK HUGHES 8 SN SSE operated Burns 123 H 3506323956 OK HUGHES 23 6N 10E operated Cypert 13 H 3506324040 OK HUGHES 3 SN 11E operated Cypert 23 H 3506324409 OK HUGHES 3 SN SSE operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 104 of 140 Cypert 3 3 H 3506324411 OK HUGHES 3 5N 11E operated Cypert 4 3 H 3506324410 OK HUGHES 3 5N 11E operated Cypert 5 3 H 3506324412 OK HUGHES 3 5N 11E operated DONALD 1-25 1-25 3506323747 OK HUGHES 25 5N SSE operated Donald 2 25 H 3506324319 OK HUGHES 25 5N 11E operated Hull 111 H 3506324054 OK HUGHES 11 4N SSE operated Hull 126 3506323300 OK HUGHES 26 4N 11E operated Jennifer 116H 3506324132 OK HUGHES 16 4N 10E operated Jennifer 2 16 H 3506324426 OK HUGHES 16 4N 10E operated Jennifer 3 16 H 3506324428 OK HUGHES 16 4N 10E operated Jennifer 4 16 H 3506324430 OK HUGHES 16 4N 10E operated Jennifer 5 36 H 3506324431 OK HUGHES 16 4N 10E operated KENDRICK I -23H 1-23H 3506323669 OK HUGHES 23 6N 11E operated Kendrick 2 23 H 3506324349 OK HUGHES 14 6N SSE operated LUN 126 H 3506324191 OK HUGHES 26 5N 11E operated Loftis 12 H 3506324015 OK HUGHES 2 4N 11E operated McPhetridge 236 H 3506324255 OK HUGHES 36 4N 11E operated ONEAL 1-35 1-35 3506323342 OK HUGHES 35 4N SSE operated Pamela 112 H 3506324029 OK HUGHES 8 6N 8E operated PAMELA 1-12H 1-12H 3506320192 OK HUGHES 8 6N 8E operated Parsons 19 H 3506324064 OK HUGHES 9 5N 11E operated Phillips 116 H 3506324127 OK HUGHES 16 5N 11E operated Phillips 2 16 H 3506324357 OK HUGHES 9 SN SSE operated Rebecca 11 H 3506324081 OK HUGHES 1 4N 11E operated Reeder 126 H 3506324107 OK HUGHES 26 4N 11E operated REEDER 1-34 1-34 3506323332 OK HUGHES 34 4N 11E operated Reeder 2 26 H 3506324338 OK HUGHES 35 4N SSE operated Reeder 3 26 H 3506324334 OK HUGHES 26 4N 11E operated Sellers 235 3506323071 OK HUGHES 35 4N 13E operated Sellers 235 3506323071 OK HUGHES 35 4N SSE operated Sellers 335 3506323656 OK HUGHES 35 4N SSE operated Sherry 113H 3506324157 OK HUGHES 13 4N SSE operated Sherry 2 13 H 3506324514 OK HUGHES 13 4N 11E operated Sherry 3 13 H 3506324385 OK HUGHES 13 4N 11E operated Sherry 4 13 H 3506324387 OK HUGHES 13 4N 11E operated Shirley 115 H 3506324035 OK HUGHES 15 4N 11E operated Shirley 215 H 3506324363 OK HUGHES 10 4N 11E operated Shirley 3 15 H 3506324362 OK HUGHES 10 4N 11E operated Shirley 4 15 H 3506324361 OK HUGHES 10 4N 11E operated Shirley 5 15 H 3506324360 OK HUGHES 10 4N 11E operated Steinsick 114 H 3506324218 OK HUGHES 14 5N 11E operated Steinsick 2 14 H 3506324355 OK HUGHES 14 5N 11E operated Steinsick 3 14 H 3506324354 OK HUGHES 14 SN 13E operated Steinsick 4 14 H 3506324358 OK HUGHES 14 5N 11E operated Webster 111 H 3506323914 OK HUGHES 11 5N 10E operated William 134 H 3506324105 OK HUGHES 34 4N 11E operated Wilson 136 H 3506323973 OK HUGHES 36 5N 11E operated YATES 1-13H 3506323681 OK HUGHES 13 8N 12E operated YATES 3-13H 3506323765 OK HUGHES 13 8N 12E operated YATES 2-13H 3506323702 OK HUGHES 13 8N 12E operated SCHWARZ 36-4 004 3507323720 OK KINGFISHER 36 15N 8W operated Adams 26 3507721731 OK LATIMER 6 5N 21E operated Allison 1 3507720963 OK LATIMER 5 6N 22E operated Anderson 1 3507760061 OR LATIMER 5 6N 22E operated Anderson 2 3507720412 OK LATIMER 5 6N 22E operated Anderson 3 3507720465 OK LATIMER 5 6N 22E operated Anderson 3507720733 OK LATIMER 5 6N 22E operated Anderson 5 3507720832 OK LATIMER 5 6N 22E operated Anderson 6 3507721170 OK LATIMER 5 6N 22E operated Anderson 5 3507721453 OK LATIMER 5 6N 22E operated Anderson 85 3507721759 OK LATIMER 5 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 105 of 140 Austin Wayne 113 3507760013 OK LATIMER 13 5N 18E operated Austin Wayne 213 - 3507720494 OK LATIMER 13 SN 18E operated Austin Wayne 313 3507720507 OK LATIMER 13 5N 18E operated Austin Wayne 413 3507720877 OK LATIMER 13 SN 18E operated Austin Wayne 513 3507720924 OK LATIMER 13 SN 18E operated Austin Wayne 613 3507721658 OK LATIMER 13 5N 18E operated Bearsuck Knob 120 3507720711 OK LATIMER 20 4N 20E operated Bearsuck Knob 17 3507720695 OK LATIMER 18 4N 20E operated Bell Heirs 1 3507730002 OK LATIMER 21 6N 22E operated Bell Heirs 1021 3507721515 OK LATIMER 21 6N 22E operated Bell Heirs 1121 3507721516 OK LATIMER 21 6N 22E operated Bell Heirs 12 21 3507721555 OK LATIMER 21 6N 22E operated Bell Heirs 13 21 3507721610 OK LATIMER 21 6N 22E operated Bell Heirs 1421 3507721635 OK LATIMER 21 6N 22E operated Bell Heirs 15 21 3507721644 OK LATIMER 21 6N 22E operated Bell Heirs 1621 3507721654 OK LATIMER 28 6N 22E operated Bell Heirs 1721 3507721695 OK LATIMER 21 6N 22E operated Bell Heirs 1821 3507721710 OK LATIMER 28 6N 22E operated Bell Heirs 1921 3507721729 OK LATIMER 21 6N 22E operated Bell Heirs 2 3507720440 OK LATIMER 21 6N 22E operated Bell Heirs 20 21 3507721737 OK LATIMER 21 6N 22E operated Bell Heirs 2121 3507721780 OK LATIMER 21 6N 22E operated Bell Heirs 3507720727 OK LATIMER 21 6N 22E operated Bell Heirs 3507720754 OK LATIMER 21 6N 22E operated Bell Heirs 3507720835 OK LATIMER 21 6N 22E operated Bell Heirs 3507721174 OK LATIMER 21 6N 22E operated Bell Heirs 7 3507721221 OK LATIMER 21 6N 22E operated Bell Heirs 8 3507721451 OK LATIMER 21 6N 22E operated Bell Heirs 9 21 3507721514 OK LATIMER 21 6N 22E operated Bennett Jesse 3507760029 OK LATIMER 30 SN 18E operated Bennett Jesse 3507720525 OK LATIMER 30 5N 18E operated Bennett Jesse 3507720870 OK LATIMER 30 SN 18E operated BENNETT STATE 008-19 3507721586 OK LATIMER 19 SN 18E operated Bennett State 119 3507760019 OK LATIMER 19 SN 18E operated Bennett State 219 3507720481 OK LATIMER 19 5N 18E operated Bennett State 319 3507720504 OK LATIMER 19 SN 18E operated Bennett State 419 3507720921 OK LATIMER 19 SN 18E operated Bennett State 419 3507720921 OK LATIMER 19 SN 18E operated Bennett State 519 3507721096 OK LATIMER 19 5N 18E operated Bennett State 619 3507721311 OK LATIMER 19 SN 18E operated Bennett State 719 3507721397 OK LATIMER 19 SN 18E operated BENNETT, JESSIE UNIT MA 002 3507720338 OK LATIMER 30 SN 18E operated Berkley Hills 115 3507720721 OK LATIMER 15 4N 20E operated Berkley Hills 215 3507721027 OK LATIMER 10 4N 20E operated Berkley Hills 215 3507721027 OK LATIMER 10 4N 20E operated Big Prize 120 3507721233 OK LATIMER 20 4N 19E operated Big Prize 2 20 3507721305 OK LATIMER 20 4N 19E operated Blair 135 3507760085 OK LATIMER 35 7N 22E operated Blair 1035 3507721375 OK LATIMER 35 7N 22E operated Blair 11 3507721409 OK LATIMER 35 7N 22E operated Blair 1235 3507721632 OK LATIMER 35 7N 22E operated Blair 1335 3507721687 OK LATIMER 35 7N 22E operated Blair 1435 3507721758 OK LATIMER 35 7N 22E operated Blair 335 3507720633 OK LATIMER 35 7N 22E operated Blair 435 3507720917 OK LATIMER 35 7N 22E operated Blair 535 3507720939 OK LATIMER 35 7N 22E operated Blair6 3507720977 OK LATIMER 35 7N 22E operated Blair8 3507721172 OK LATIMER 35 7N 22E operated Blair9 3507721336 OK LATIMER 35 7N 22E operated BLAIR UNIT 007 3507721108 OK LATIMER 35 7N 22E operated Booth 1 3507760050 OK LATIMER 15 6N 21E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 106 of 140 Booth 2 3507720370 OK LATIMER 15 6N 21E operated Booth 3 3507720675 OK LATIMER 15 6N 21E operated Booth 3507720775 OK LATIMER 15 6N 21E operated Booth 5 3507720863 OK LATIMER 15 6N 21E operated Booth 6 15 3507721570 OK LATIMER 15 6N 21E operated Booth 715 3507721571 OK LATIMER 15 6N 21E operated Borne 112 3507720623 OK LATIMER 12 4N 20E operated Brewer 3507760051 OK LATIMER 16 6N 21E operated Brewer 3507720391 OK LATIMER 16 6N 21E operated Brewer 3507720615 OK LATIMER 16 6N 21E operated Brewer 3507720772 OK LATIMER 16 6N 21E operated Brewer 16 3507721565 OK LATIMER 16 6N 21E operated Brewer 16 3507721688 OK LATIMER 16 6N 21E operated Brewer 16 3507721791 OK LATIMER 16 6N 21E operated Browne 1 H 3507721763 OK LATIMER 29 7N 19E operated Browne 2 3507721799 OK LATIMER 29 7N 19E operated Browne Clayton 3507720082 OK LATIMER 10 6N 19E operated BUTLER UNIT 1 3507730451 OK LATIMER 29 7N 19E operated BUTLER, C R, UNIT 0003 3507720436 OK LATIMER 29 7N 19E operated BUTLER, C R, UNIT 0001 3507720005 OK LATIMER 29 7N 19E operated Caudron 1 3507730035 OK LATIMER 26 5N 17E operated Caudron 2 3507720341 OK LATIMER 26 5N 17E operated Cecil 3507720269 OK LATIMER 24 6N 21E operated Cecil 3507720269 OK LATIMER 24 6N 21E operated Cecil 3507720535 OK LATIMER 24 6N 21E operated Cecil 3507721201 OK LATIMER 24 6N 21E operated Cecil 3507721262 OK LATIMER 24 6N 23E operated Cecil 724 3507721679 OK LATIMER 24 6N 21E operated Charney 112 3507760068 OK LATIMER 12 6N 22E operated Charney 10 12 3507721678 OK LATIMER 12 6N 22E operated Charney 1112 3507721677 OK LATIMER 12 6N 22E operated Charney 12 12 3507721701 OK LATIMER 12 6N 22E operated Charney 13 12 3507721704 OK LATIMER 12 6N 22E operated Charney 15 12 3507721767 OK LATIMER 12 6N 22E operated Charney 16 12 3507721773 OK LATIMER 12 6N 22E operated Charney 212 3507720366 OK LATIMER 12 6N 22E operated Charney3 12 3507720690 OK LATIMER 12 6N 22E operated Charney4 12 3507720743 OK LATIMER 12 6N 22E operated Charney5 12 3507720837 OK LATIMER 12 6N 22E operated Charney 612 3507721402 OK LATIMER 12 6N 22E operated Charney 712 3507721444 OK LATIMER 12 6N 22E operated Charney 812 3507721486 OK LATIMER 12 6N 22E operated Charney9 12 3507721643 OK LATIMER 13 6N 22E operated Circle F 125 3507721744 OK LATIMER 25 6N 20E operated Circle F A 126 3507721796 OK LATIMER 26 6N 20E operated Clawson Fred 1 3507720068 OK LATIMER 9 6N 19E operated Coblentzl 3507760072 OK LATIMER 16 6N 22E operated Coblentz 10 3507721446 OK LATIMER 16 6N 22E operated Coblentz 11 3507721448 OK LATIMER 16 6N 22E operated Coblentz 1216 3507721520 OK LATIMER 16 6N 22E operated Coblentz 13 16 3507721583 OK LATIMER 16 6N 22E operated Coblentz 1416 3507721634 OK LATIMER 16 6N 22E operated Coblentz 1516 3507721652 OK LATIMER 16 6N 22E operated Coblentz 1616 3507721770 OK LATIMER 16 6N 22E operated Coblentz 1716 3507721774 OK LATIMER 16 6N 22E operated Coblentz 2 3507720380 OK LATIMER 16 6N 22E operated Coblentz3 3507720630 OK LATIMER 16 6N 22E operated Coblentz4 3507720735 OK LATIMER 16 6N 22E operated Coblentz5 3507720847 OK LATIMER 16 6N 22E operated Coblentzl 3507721002 OK LATIMER 16 6N 22E operated Coblentz8 3507721280 OK LATIMER 16 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 107 of 140 Coblentz9 3507721381 OK LATIMER 16 6N 22E operated Coblentz Al 3507760079 OK LATIMER 27 7N 19E operated Coblentz A2 3507720377 OK LATIMER 27 7N 19E operated Coblentz B1 3507720038 OK LATIMER 1 6N 18E operated Coblentz 83 3507720748 OK LATIMER 1 6N 18E operated Coblentz L M B 2 3507720448 OK LATIMER 1 6N 18E operated COLONY 1-23 001-23 3507720681 OK LATIMER 23 4N 19E operated Conway 130 3507720143 OK LATIMER 30 6N 18E operated Conway2 3507721416 OK LATIMER 30 6N 18E operated Conway 430 3507721784 OK LATIMER 30 6N ISE operated CONWAY UNIT 003-30 3507721646 OK LATIMER 30 6N 18E operated Coopers Hollow 116 3507720722 OK LATIMER 16 4N 20E operated Costilow P E 3 14 3507720461 OK LATIMER 14 5N 18E operated Costilow P E 7 14 3507721175 OK LATIMER 14 SN 18E operated Costilow P E 814 3507721192 OK LATIMER 14 SN 18E operated Crank Frank 3507720824 OK LATIMER 6 6N 22E operated Daly Heirs 136 3507720059 OK LATIMER 36 7N 21E operated Daly Heirs 3507720893 OK LATIMER 36 7N 21E operated DALY HEIRS UNIT 004 3507720922 OK LATIMER 36 7N 21E operated Darby 123 3507730000 OK LATIMER 23 5N 17E operated Davis A 311 3507721069 OK LATIMER 11 SN 18E operated DELAMATER, RAY, UNIT 001 3507760078 OK LATIMER 26 7N 19E operated Demarais 1 3507721388 OK LATIMER 20 6N 18E operated Dept of Wildlife l 3507720039 OK LATIMER 7 6N 19E operated Dept of Wildlife 2 3507720510 OK LATIMER 7 6N 19E operated Dept of Wildlife 2 3507720510 OK LATIMER 7 6N 19E operated Dept of Wildlife 3 3507721033 OK LATIMER 7 6N 19E operated Dept of Wildlife 4 3507721062 OK LATIMER 7 6N 19E operated Dept of Wildlife 5 3507721133 OK LATIMER 8 6N 19E operated Devils Hollow 113 3507720759 OK LATIMER 13 4N 20E operated Diamond 220 3507720489 OK LATIMER 30 SN 19E operated Dipping Vat 14 3507720703 OK LATIMER 4 4N 20E operated Dipping Vat 24 3507721102 OK LATIMER 4 4N 20E operated Dipping Vat 34 3507721278 OK LATIMER 4 4N 20E operated Dobbs State 129 3507700010 OK LATIMER 29 5N ISE operated Dobbs State 2 29 3507720531 OK LATIMER 29 SN ISE operated Dobbs State 3 29 3507720954 OK LATIMER 29 SN 18E operated Dodson 2 7 3507721494 OK LATIMER 7 6N 20E operated Dollins 1 3507720861 OK LATIMER 6 6N 22E operated Doremus 1 3507720065 OK LATIMER 16 6N 18E operated Doremus 226 3507721272 OK LATIMER 26 6N 18E operated DunaganA 113 3507760000 OK LATIMER 13 5N 17E operated Dunagan A 213 3507720493 OK LATIMER 13 SN 17E operated Dunagan A 313 3507720891 OK LATIMER 13 5N 17E operated Dunagan A 413 3507721728 OK LATIMER 13 SN 17E operated Dunagan A513 3507721752 OK LATIMER 13 SN 17E operated Dunagan A 613 3507721788 OK LATIMER 13 SN 17E operated Dye 1 3507760056 OK LATIMER 1 6N 22E operated Dye 10 3507721332 OK LATIMER 1 6N 22E operated Dye 11 3507721348 OK LATIMER 1 6N 22E operated Dye 12 3507721431 OK LATIMER 1 6N 22E operated Dye 13 1 3507721717 OK LATIMER 1 6N 22E operated Dye 2 3507720415 OK LATIMER 1 6N 22E operated Dye 3 3507720597 OK LATIMER 1 6N 22E operated Dye 3507720740 OK LATIMER 1 6N 22E operated Dye 5 3507721098 OK LATIMER 1 6N 22E operated Dye 6 3507721127 OK LATIMER 1 6N 22E operated Dye 7 3507721128 OK LATIMER 1 6N 22E operated Dye 3507721146 OK LATIMER 1 6N 22E operated Dye 3507721329 OK LATIMER 1 6N 22E operated Eavesl 3507700049 OK LATIMER 6 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 108 of 140 Eaves 3507720408 OK LATIMER 6 6N 22E operated Eaves 3507720725 OK LATIMER 6 6N 22E operated Eaves 3507720791 OK LATIMER 6 6N 22E operated Eaves55 3507721533 OK LATIMER 5 6N 22E operated Eaves Robert 1 3507720825 OK LATIMER 6 6N 22E operated Eight Mile Mountain 3507720712 OK LATIMER 21 4N 20E operated Enis Ev 127 3507760027 OR LATIMER 27 SN 18E operated Enis Ev 227 3507720584 OK LATIMER 27 SN 18E operated Enis Ev 327 3507720879 OK LATIMER 27 5N 18E operated Enis Ev427 3507721042 OK LATIMER 27 5N 18E operated Fazekasl 17 3507700569 OK LATIMER 17 5N 18E operated Fazekas2 17 3507720432 OK LATIMER 17 5N 1SE operated Fazekas3 17 3507720820 OK LATIMER 17 SN 18E operated Fazekas 417 3507720862 OK LATIMER 17 SN 18E operated Fazekas5 17 3507720901 OK LATIMER 17 5N 18E operated Fazekas6 17 3507721204 OK LATIMER 17 5N 18E operated Fazekas7 17 3507721483 OK LATIMER 20 SN 18E operated Fleenor2 3507720425 OK LATIMER 28 6N 22E operated Fleenor 428 3507721627 OK LATIMER 28 6N 22E operated FLEENOR UNIT#3 AT 3 3507721243 OK LATIMER 28 6N 22E operated Forwoodson 1 3507721653 OK LATIMER 8 SN 18E operated Forwoodson 2 3507721697 OK LATIMER 8 5N 18E operated Forwoodson3 3507721725 OR LATIMER 8 SN 18E operated Foster 3507760064 OK LATIMER 7 6N 22E operated Foster 3507720439 OK LATIMER 7 6N 22E operated Foster 3507720616 OK LATIMER 7 6N 22E operated Foster4 3507720736 OK LATIMER 7 6N 22E operated Fosters 3507720836 OK LATIMER 7 6N 22E operated Foster 3507720928 OK LATIMER 7 6N 22E operated Foster 3507721386 OK LATIMER 7 GN 22E operated Foster 3507721398 OK LATIMER 7 6N 22E operated Free 1 3507760046 OK LATIMER 11 6N 21E operated Free 2 3507720378 OK LATIMER 11 6N 21E operated Free 3507720728 OK LATIMER 11 6N 21E operated Free 3507720737 OK LATIMER 11 6N 21E operated Frees 3507721018 OK LATIMER 11 6N 21E operated Free 6 11 3507721665 OK LATIMER it 6N 21E operated Gallagher 1 3507760048 OK LATIMER 13 6N 21E operated Gallagher 2 3507720323 OK LATIMER 14 6N 21E operated Gallagher 213 3507720357 OK LATIMER 13 6N 21E operated Gallagher3 3507720653 OR LATIMER 13 6N 21E operated Gallagher4 3507720769 OK LATIMER 13 6N 21E operated Gallagher5 3507720946 OK LATIMER 13 6N 21E operated Gallagher6 3507721259 OK LATIMER 13 6N 21E operated Gallagher? 3507721391 OK LATIMER 13 6N 21E operated Gallagher Heirs 1 3507720007 OK LATIMER 32 7N 22E operated Gallagher Heirs 3 3507720388 OK LATIMER 32 7N 22E operated Gallagher W M 1 3507760049 OK LATIMER 14 6N 21E operated Gallagher W M 3 3507720700 OK LATIMER 14 6N 21E operated Gallagher W M 4 3507720764 OR LATIMER 14 6N 21E operated Gallagher W M 5 3507720951 OK LATIMER 14 6N 21E operated Gallagher W M 6 3507721013 OK LATIMER 14 6N 21E operated GallagherW M 7 3507721437 OK LATIMER 14 6N 21E operated Gallagher W M 8 3507721439 OK LATIMER 14 6N 21E operated Gallagher W M 914 3507721626 OK LATIMER 14 6N 21E operated Gambler Deep 119 3507721101 OK LATIMER 19 4N 19E operated Gardner 1 3507760038 OK LATIMER 13 6N 20E operated Gardner 10 13 3507721591 OK LATIMER 13 6N 20E operated Gardner 1113 3507721592 OK LATIMER 13 6N 20E operated Gardner 12 13 3507721618 OK LATIMER 13 6N 20E operated Gardner 13 13 3507721718 OK LATIMER 13 6N 20E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 109 of 140 Gardner2 3507720356 OK LATIMER 13 6N 20E operated Gardner3 3507720603 OK LATIMER 13 6N 20E operated Gardner4 3507720752 OK LATIMER 13 6N 20E operated Gardner5 3507721343 OK LATIMER 13 6N 20E operated Gardner6 3507721413 OK LATIMER 13 6N 20E operated Gardner7 3507721418 OK LATIMER 13 6N 20E operated Gardner8 3507721460 OK LATIMER 13 6N 20E operated Gardner9 13 3507721546 OK LATIMER 13 6N 20E operated Garner B 126 3507721709 OK LATIMER 26 6N 21E operated Garrett 1 3507760039 OK LATIMER 14 6N 20E operated Garrett 2 3507720369 OK LATIMER 14 6N 20E operated Garrett3 3507720763 OK LATIMER 14 6N 20E operated Garrett4 3507720760 OK LATIMER 14 6N 20E operated Garrett6 3507721426 OK LATIMER 14 6N 20E operated Garrett 714 3507721637 OK LATIMER 14 6N 20E operated Garrett 814 3507721745 OK LATIMER 14 6N 20E operated Garrett 914 3507721800 OK LATIMER 14 6N 20E operated George 1 3507760086 OK LATIMER 36 7N 22E operated George 10 3507721309 OK LATIMER 36 7N 22E operated George 11 3507721335 OK LATIMER 36 7N 22E operated George 12 3507721359 OK LATIMER 36 7N 22E operated George 13 25 3507721668 OK LATIMER 25 7N 22E operated George 1436 3507721740 OK LATIMER 36 7N 22E operated George 2 3507720362 OK LATIMER 36 7N 22E operated George 3507720643 OK LATIMER 36 7N 22E operated George 3507720787 OK LATIMER 36 7N 22E operated Georges 3507720856 OK LATIMER 36 7N 22E operated George 3507720938 OK LATIMER 36 7N 22E operated George 3507721080 OK LATIMER 36 7N 22E operated George 8 3507721153 OK LATIMER 36 7N 22E operated George 9 3507721273 OK LATIMER 36 7N 22E operated Glenn A2 3507720414 OK LATIMER 2 6N 18E operated Glenn Frank 1 3507730025 OK LATIMER 2 6N 18E operated Glenn Frank A4 3507720749 OK LATIMER 2 6N 18E operated Glenn Frank 81 3507720054 OK LATIMER 18 6N 18E operated Glenn Frank B 2 3507720526 OK LATIMER 18 6N 18E operated Glenn Frank B 3 3507720869 OK LATIMER 18 6N 18E operated Glenn Frank B 4 3507721274 OK LATIMER 18 6N 18E operated GOLDEN/CHESAPEAKE/ 003 3507721181 OK LATIMER 10 4N 20E operated Golden 210 3507720976 OK LATIMER 10 4N 20E operated Hackney 1 3507720006 OK LATIMER 30 6N 19E operated HACKNEY UNIT 002 3507720484 OK LATIMER 30 6N 19E operated Hampton Bud 118 3507700571 OK LATIMER 18 SN 18E operated Hampton Bud 218 3507720517 OK LATIMER 18 SN 18E operated Hampton Bud 318 3507721061 OK LATIMER 18 SN 18E operated Hampton Bud 418 3507721422 OK LATIMER 18 SN 18E operated Hampton Bud 518 3507721492 OK LATIMER 18 SN 18E operated Harrison 122 3507720078 OK LATIMER 22 6N 19E operated Harrison 222 3507720595 OK LATIMER 22 6N 19E operated Heitner 113 3507720298 OK LATIMER 13 SN 19E operated Heitner3 3507721103 OK LATIMER 13 SN 19E operated Heitner4 3507721242 OK LATIMER 13 SN 19E operated Heitner5 13 3507721608 OK LATIMER 13 SN 19E operated Hemphill1 3507721289 OK LATIMER 21 6N 18E operated Hemphill Al 3507721316 OK LATIMER 29 6N 18E operated Hemphill A2 3507721441 OK LATIMER 29 6N 18E operated Hemphill A3 3507721615 OK LATIMER 29 6N 18E operated Henley L125 3507730011 OK LATIMER 25 5N 17E operated Henley J L325 3507721000 OK LATIMER 25 5N 17E operated HENLEY, J L UNIT MA 002L 3507720809 OK LATIMER 25 5N 17E operated Henry 1 3507720868 OK LATIMER 36 7N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 110 of 140 Hill 2A 3507720833 OK LATIMER 25 7N 22E operated Hill A 30 3507721756 OK LATIMER 26 7N 22E operated Hill A8 3507721454 OK LATIMER 25 7N 22E operated Hill A925 3507721661 OK LATIMER 25 7N 22E operated Hill H A 125 3507730036 OK LATIMER 25 7N 22E operated Hill H A325 3507720890 OK LATIMER 25 7N 22E operated Hill H A425 3507721068 OK LATIMER 25 7N 22E operated Hill HA525 3507721081 OK LATIMER 25 7N 22E operated Hill HA 625 3507721110 OK LATIMER 25 7N 22E operated Hill HA 725 3507721403 OK LATIMER 25 7N 22E operated Holt D 1 3507720545 OK LATIMER 35 5N 17E operated Holt D 1 3507720545 OK LATIMER 35 SN 17E operated Hulsey 1 3507760074 OK LATIMER 18 6N 22E operated Hulsey 10 3507721429 OK LATIMER 18 6N 22E operated Hulsey 1118 3507721525 OK LATIMER 18 6N 22E operated Hulsey 12 18 3507721534 OK LATIMER 18 6N 22E operated Hulsey 1318 3507721630 OK LATIMER 18 6N 22E operated Hulsey 1418 3507721675 OK LATIMER 18 6N 22E operated Hulsey2 3507720324 OK LATIMER 18 6N 22E operated Hulsey3 3507720701 OK LATIMER 18 6N 22E operated Hulsey4 3507720773 OK LATIMER 18 6N 22E operated Hulsey5 3507720950 OK LATIMER 18 6N 22E operated Hulsey6 3507721011 OK LATIMER 18 6N 22E operated Hulsey8 3507721218 OK LATIMER 18 6N 22E operated Hulsey9 3507721428 OK LATIMER 18 6N 22E operated James 117 3507720606 OK LATIMER 17 4N 19E operated James 124 3507760025 OK LATIMER 24 SN 18E operated James 224 3507720536 OK LATIMER 24 5N 1SE operated James 324 3507720902 OK LATIMER 24 SN 18E operated James 424 3507720983 OK LATIMER 24 SN 18E operated James 823 3507721730 OK LATIMER 23 6N 22E operated James R3 3507720731 OK LATIMER 23 6N 22E operated James R 5 3507720839 OK LATIMER 23 6N 22E operated James R 7 23 3507721623 OK LATIMER 23 6N 22E operated James Robert 123 3507700587 OK LATIMER 23 6N 22E operated James Robert 223 3507720516 OK LATIMER 23 6N 22E operated James Robert 423 3507720802 OK LATIMER 23 6N 22E operated James Robert 6 23 3507721307 OK LATIMER 23 6N 22E operated Jankowsky 2 3507721481 OK LATIMER 28 6N 18E operated Jankowsky2 32 3507721670 OK LATIMER 32 6N 20E operated Jankowsky 234 3507720070 OK LATIMER 34 7N 19E operated JOE 1 3507721360 OK LATIMER 21 6N 20E operated Joe 1 3507721360 OK LATIMER 21 6N 20E operated Johnson Homer 3507720092 OK LATIMER 15 6N 19E operated Johnson Homer 3507720384 OK LATIMER 15 6N 19E operated Jones 10 10 3507721693 OK LATIMER 10 6N 21E operated Jones 1110 3507721805 OK LATIMER 10 6N 21E operated Jones 3507720762 OK LATIMER 10 6N 21E operated Jones 30 3507721663 OK LATIMER 10 6N 21E operated Jones 30 3507721692 OK LATIMER 10 6N 21E operated Jones Unit 3507760044 OK LATIMER 10 6N 21E operated Jones Unit 3507720383 OK LATIMER 10 6N 21E operated Jones Unit 3507720456 OK LATIMER 10 6N 21E operated Jones Unit 3507720765 OK LATIMER 10 6N 21E operated Jones Unit 3507720852 OK LATIMER 30 6N 21E operated Jones Unit 3507720905 OK LATIMER 10 6N 21E operated Kent1 3507760075 OK LATIMER 19 6N 22E operated Kent 3507720371 OR LATIMER 19 6N 22E operated Kent 3507720790 OK LATIMER 19 6N 22E operated Kent4 3507721209 OK LATIMER 19 6N 22E operated Kent 19 3507721633 OK LATIMER 19 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 111 of 140 Kent 19 3507721669 OK LATIMER 19 6N 22E operated Kent 19 3507721711 OK LATIMER 19 6N 22E operated Kent Heirs 114 3507720001 OK LATIMER 14 SN 17E operated Kent Heirs 214 3507721120 OK LATIMER 14 5N 17E operated Kent Heirs 314 3507721750 OK LATIMER 14 SN 17E operated Kent Heirs 414 3507721772 OK LATIMER 14 5N 17E operated Kent Heirs 514 3507721786 OK LATIMER 13 SN 17E operated Kiannichi 36 3507720698 OK LATIMER 6 4N 20E operated Kilpatrick 1 3507760016 OK LATIMER 16 5N SSE operated Kilpatrick2 3507720462 OK LATIMER 16 SN 18E operated Kilpatrick3 3507720486 OK LATIMER 16 SN 18E operated Kilpatrick 416 3507720792 OK LATIMER 16 5N 18E operated Kilpatrick5 3507721104 OK LATIMER 16 5N 18E operated Kilpatrick5 3507721104 OK LATIMER 16 SN 18E operated Kilpatrick 616 3507721158 OK LATIMER 16 SN 18E operated Kilpatrick 7 3507721227 OK LATIMER 16 SN 18E operated Kilpatrick? 3507721227 OK LATIMER 16 5N 18E operated Kilpatrick8 3507721304 OK LATIMER 16 5N 18E operated Kinnikin Pate 13 3507700008 OK LATIMER 3 5N 18E operated Kinnikin Pate 23 3507720970 OK LATIMER 3 5N 18E operated Kinnikin Pate 33 3507721046 OK LATIMER 3 SN 18E operated Kinnikin Pate 43 3507721085 OK LATIMER 3 5N 18E operated Kurilko Andrew 3507720096 OK LATIMER 35 SN 17E operated Kurilko Andrew 3507720313 OK LATIMER 35 5N 17E operated Kurilko Andrew 3507720858 OK LATIMER 35 5N 17E operated Labor Unit 3507720831 OK LATIMER 6 6N 22E operated Lawless 11 3507720620 OK LATIMER 1 4N 19E operated Lawless 112 3507720663 OK LATIMER 12 4N 19E operated Lerblance W P 1 3507730030 OK LATIMER 36 5N 17E operated Lerblance W P 2 3507720322 OK LATIMER 36 5N 17E operated Lewis 104 3507721722 OK LATIMER 4 6N 22E operated Lewis 114 3507721778 OK LATIMER 4 6N 22E operated Lewis 2 3507720419 OK LATIMER 4 6N 22E operated Lewis3 3507720447 OK LATIMER 4 6N 22E operated Lewis4 3507720739 OK LATIMER 4 6N 22E operated Lewis5 3507720776 OK LATIMER 4 6N 22E operated Lewis6 3507720875 OK LATIMER 4 6N 22E operated Lewis7 3507721137 OK LATIMER 4 6N 22E operated Lewis8 3507721408 OK LATIMER 9 6N 22E operated Lewis9 3507721383 OK LATIMER 4 6N 22E operated Lewis Unit 1 3507760060 OK LATIMER 4 6N 22E operated Long Creek 11 3507720685 OK LATIMER 1 4N 20E operated Lucky Strike 15 3507720660 OK LATIMER 5 4N 20E operated Lucky Strike 25 3507721022 OK LATIMER 5 4N 20E operated Lyons 3507760065 OK LATIMER 9 6N 22E operated Lyons 3507720431 OK LATIMER 9 6N 22E operated Lyons 3507720656 OK LATIMER 9 6N 22E operated Lyons 3507720770 OK LATIMER 9 6N 22E operated Lyons 3507720931 OK LATIMER 9 6N 22E operated Lyons 3507721326 OK LATIMER 9 6N 22E operated Lyons 3507721362 OK LATIMER 9 6N 22E operated Lyons 3507721420 OK LATIMER 9 6N 22E operated Mabry 1 3507760069 OK LATIMER 13 6N 22E operated Mabry 1013 3507721713 OK LATIMER 13 6N 22E operated Mabry3 3507720417 OK LATIMER 13 6N 22E operated Mabry4 3507720724 OK LATIMER 13 6N 22E operated Mabry5 3507720744 OK LATIMER 13 6N 22E operated Mabry6 3507720866 OK LATIMER 13 6N 22E operated Mabry 713 3507721469 OK LATIMER 13 6N 22E operated Mabry 814 3507721526 OK LATIMER 14 6N 22E operated Mabry 913 3507721536 OK LATIMER 13 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 112 of 140 MABRY RANCH 002-10 3507721430 OK LATIMER 10 4N 18E operated MABRY UNIT 002 3507720331 OK LATIMER 13 6N 22E operated Malitz 125 3507720348 OK LATIMER 25 SN 18E operated Maltz 125 3507720348 OK LATIMER 25 SN 18E operated Martin C 120 3507700583 OK LATIMER 20 6N 22E operated Martin C 1020 3507721659 OK LATIMER 20 6N 22E operated Martin C 1120 3507721680 OK LATIMER 20 6N 22E operated Martin C 1220 3507721793 OK LATIMER 20 6N 22E operated Martin C 13 20 3507721743 OK LATIMER 20 6N 22E operated Martin C420 3507720788 OK LATIMER 20 6N 22E operated Martin C520 3507721187 OK LATIMER 20 6N 22E operated Martin C620 3507721598 OK LATIMER 20 6N 22E operated Martin C720 3507721603 OK LATIMER 20 6N 22E operated Martin C820 3507721631 OK LATIMER 20 6N 22E operated Martin C 920 3507721640 OK LATIMER 20 6N 22E operated Martin Heston 1 3507760059 OK LATIMER 3 6N 22E operated Martin Heston 10 3507721425 OK LATIMER 3 6N 22E operated Martin Heston 113 3507721726 OK LATIMER 3 6N 22E operated Martin Heston 2 3507720442 OK LATIMER 3 6N 22E operated Martin Heston 3 3507720457 OK LATIMER 3 6N 22E operated Martin Heston 4 3507720610 OK LATIMER 3 6N 22E operated Martin Heston 5 3507720768 OK LATIMER 3 6N 22E operated Martin Heston 6 3507720797 OK LATIMER 3 6N 22E operated Martin Heston 8 3507721338 OK LATIMER 3 6N 22E operated Martin Heston 9 3507721358 OK LATIMER 3 6N 22E operated MARTIN UNIT 15 3507721806 OK LATIMER 20 6N 22E operated MARTIN, HESTON, UNIT 7 3507720884 OK LATIMER 3 6N 22E operated Mary Lou 125 3507720667 OK LATIMER 25 6N 17E operated Maxey Al 3507760066 OK LATIMER 10 6N 22E operated Maxey A2 3507720405 OK LATIMER 10 6N 22E operated Maxey A3 3507720646 OK LATIMER 10 6N 22E operated MaxeyA4 3507720771 OK LATIMER 10 6N 22E operated Maxey A5 3507720937 OK LATIMER 10 6N 22E operated Maxey A6 3507721327 OK LATIMER 30 6N 22E operated Maxey A7 3507721401 OK LATIMER 10 6N 22E operated Maxey A8 3507721407 OK LATIMER 10 6N 22E operated Maxey A 930 3507721742 OK LATIMER 10 6N 22E operated McAlester 1 3507721682 OK LATIMER 7 SN 18E operated McAlester2 3507721705 OK LATIMER 7 SN 18E operated McAlester3 3507721716 OK LATIMER 7 SN 18E operated McAlester4 3507721746 OK LATIMER 7 SN 18E operated McAlester A 130 3507760009 OK LATIMER 10 SN 18E operated McAlester A 210 3507720449 OK LATIMER 10 5N 18E operated McAlester A 310 3507721023 OK LATIMER 10 5N 18E operated McAlester A 430 3507721045 OK LATIMER 10 5N 18E operated McAlester A 530 3507721059 OK LATIMER 10 5N 18E operated McAlester R F 122 3507760021 OK LATIMER 22 5N 18E operated McAlester R F 2 22 3507720379 OK LATIMER 22 SN 18E operated McAlester R F322 3507720495 OK LATIMER 22 SN 18E operated McAlester R F422 3507720882 OK LATIMER 22 SN 18E operated McAlester R F 522 3507721073 OK LATIMER 22 5N 18E operated McAlester R F 622 3507721625 OK LATIMER 22 SN 18E operated McCaslin 42 3507721287 OK LATIMER 2 4N 17E operated McCaslin 52 3507721491 OK LATIMER 2 4N 17E operated McCaslin 52 3507721491 OK LATIMER 2 4N 17E operated McFerran 1 3507760058 OK LATIMER 2 6N 22E operated McFerran 10 3507721427 OK LATIMER 2 6N 22E operated McFerran 112 3507721614 OK LATIMER 2 6N 22E operated McFerran 122 3507721700 OK LATIMER 2 6N 22E operated McFerran 132 3507721766 OK LATIMER 2 6N 22E operated McFerran 142 3507721795 OK LATIMER 2 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 113 of 140 McFerran 2 3507720400 OK LATIMER 2 6N 22E operated McFerran 3 3507720628 OK LATIMER 2 6N 22E operated McFerran4 3507720779 OK LATIMER 2 6N 22E operated McFerran 5 3507721099 OK LATIMER 2 6N 22E operated McFerran 6 3507721129 OK LATIMER 2 6N 22E operated McFerran 7 3507721337 OK LATIMER 2 6N 22E operated McFerran 8 3507721380 OK LATIMER 2 6N 22E operated McFerran 9 3507721396 OK LATIMER 2 6N 22E operated McFerran H 134 3507760084 OK LATIMER 34 7N 22E operated McFerran H 234 3507720271 OK LATIMER 34 7N 22E operated McFerran H 3 34 3507720624 OK LATIMER 34 7N 22E operated McFerran H 434 3507721066 OK LATIMER 34 7N 22E operated McFerran H 5 34 3507721142 OK LATIMER 34 7N 22E operated McFerran H 634 3507721455 OK LATIMER 34 7N 22E operated McFerran H 734 3507721478 OK LATIMER 34 7N 22E operated McKee 1 3507760041 OK LATIMER 1 6N 21E operated McKee 2 3507720365 OK LATIMER 1 6N 21E operated McKee4 3507720793 OK LATIMER 1 6N 21E operated Malone 231 3507721798 OK LATIMER 31 6N 21E operated Merchants 125 3507721522 OK LATIMER 25 7N 22E operated Mickle Ort 120 3507721473 OK LATIMER 20 6N 18E operated Moreland 212 3507721197 OK LATIMER 12 4N 18E operated Mose Watts 3507720129 OK LATIMER 34 SN 18E operated Mose Watts 32-1 3507720652 OK LATIMER 32 4N 18E operated Mose Watts 36-2 3507720661 OK LATIMER 36 4N 17E operated Mose Watts Unit 35-1 3507720648 OK LATIMER 1 3N 17E operated Music 2 3507721373 OK LATIMER 23 6N 20E operated Myton 122 3507730039 OK LATIMER 22 6N 22E operated Myton 10 22 3507721310 OK LATIMER 22 6N 22E operated Myton 1122 3507721498 OK LATIMER 27 6N 22E operated Myton 12 22 3507721563 OK LATIMER 22 6N 22E operated Myton 13 22 3507721564 OK LATIMER 22 6N 22E operated Myton 1422 3507721568 OK LATIMER 22 6N 22E operated Myton 15 22 3507721559 OK LATIMER 22 6N 22E operated Myton 16 22 3507721616 OK LATIMER 22 6N 22E operated Myton 17 22 3507721681 OK LATIMER 22 6N 22E operated Myton 1822 3507721698 OK LATIMER 22 6N 22E operated Myton 19 22 3507721712 OK LATIMER 22 6N 22E operated Myton 222 3507720421 OK LATIMER 22 6N 22E operated Myton 20 22 3507721741 OK LATIMER 22 6N 22E operated Myton 2122 3507721779 OK LATIMER 22 6N 22E operated Myton 22 22 3507721777 OK LATIMER 22 6N 22E operated Myton 23 22 3507721785 OK LATIMER 22 6N 22E operated Myton 322 3507720672 OK LATIMER 22 6N 22E operated Myton 422 3507720745 OK LATIMER 22 6N 22E operated Myton 5 22 3507720873 OK LATIMER 22 6N 22E operated Myton 7 22 3507721171 OK LATIMER 22 6N 22E operated Myton 822 3507721222 OK LATIMER 22 6N 22E operated Myton 9 22 3507721229 OK LATIMER 22 6N 22E operated Nan 1 3507721331 OK LATIMER 15 6N 20E operated NOAH M2 2 3507720594 OK LATIMER 21 6N 21E operated Noah 1 3507760054 OK LATIMER 21 6N 21E operated NOAH, LOUISE 001 3507720844 OK LATIMER 21 6N 21E operated Norman 134 3507720637 OK LATIMER 34 SN 20E operated Norris 1 3507760047 OK LATIMER 12 6N 21E operated Norris 1012 3507721612 OK LATIMER 12 6N 21E operated Norris 2 3507720332 OK LATIMER 12 6N 21E operated Norris 3 3507720699 OK LATIMER 12 6N 21E operated Norris4 3507720732 OK LATIMER 12 6N 21E operated Norris6 3507720936 OK LATIMER 12 6N 21E operated Norris7 3507721117 OK LATIMER 12 6N 21E operated r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 114 of 140 Norris8 3507721436 OK LATIMER 12 6N 21E operated Norris9 3507721438 OK LATIMER 12 6N 23E operated OrrA1 3507700044 OK LATIMER 8 6N 22E operated OrrA2 3507720386 OK LATIMER 8 6N 22E operated OrrA3 3507720618 OK LATIMER 8 6N 22E operated OrrA4 3507720738 OK LATIMER 8 6N 22E operated Orr A5 3507720880 OK LATIMER 8 6N 22E operated Orr A6 3507720925 OK LATIMER 8 6N 22E operated Orr A7 3507721368 OK LATIMER 8 6N 22E operated Orr A8 3507721369 OK LATIMER 8 6N 22E operated Oxley3 3507720482 OK LATIMER 22 6N 21E operated Oxley4 3507720830 OK LATIMER 22 6N 21E operated PSO 001 3507720219 OK LATIMER 30 4N 17E operated PS0#2 2 3507721521 OK LATIMER 10 4N 17E operated Parker Alfred 3507730048 OK LATIMER 27 SN 17E operated Parker Alfred 3507720418 OK LATIMER 27 SN 17E operated Parker Alfred 3507721010 OK LATIMER 27 5N 17E operated Parker Alfred 3507721216 OK LATIMER 27 5N 17E operated Parks 8127 3507720050 OK LATIMER 27 6N 22E operated Parks 83027 3507721599 OK LATIMER 27 6N 22E operated Parks B 1127 3507721607 OK LATIMER 27 6N 22E operated Parks B 12 27 3507721620 OK LATIMER 27 6N 22E operated Parks 13 27 3507721622 OK LATIMER 27 6N 22E operated Parks B 14 27 3507721685 OK LATIMER 27 5N 22E operated Parks B 15 27 3507721703 OK LATIMER 27 6N 22E operated Parks B 16 27 3507721721 OK LATIMER 34 5N 22E operated Parks 8227 3507720343 OK LATIMER 27 6N 22E operated Parks 8427 3507720746 OK LATIMER 27 6N 22E operated Parks B5 27 3507720923 OK LATIMER 27 6N 22E operated Parks B 6 27 3507721202 OK LATIMER 27 6N 22E operated Parks 8727 3507721215 OK LATIMER 27 6N 22E operated Parks 6827 3507721263 OK LATIMER 27 6N 22E operated Parks 8927 3507721291 OK LATIMER 27 6N 22E operated Parks Pete 132 3507730046 OK LATIMER 32 7N 19E operated Parks Pete 32 3507720596 OK LATIMER 32 7N 19E operated Paschall 121 3507760020 OK LATIMER 21 5N 18E operated Paschall 221 3507720476 OK LATIMER 21 SN 18E operated Paschall 321 3507720496 OK LATIMER 21 5N 1SE operated Paschall 421 3507721091 OK LATIMER 21 SN 18E operated Paschall5 21 3507721160 OK LATIMER 21 5N 18E operated Paschall6 3507721284 OK LATIMER 21 SN 18E operated Paschall6 21 3507721284 OK LATIMER 21 5N 18E operated Paschall 821 3507721765 OK LATIMER 21 5N 18E operated Patterson 1 3507720485 OK LATIMER 27 4N 17E operated Paull 3507721445 OK LATIMER 28 6N 20E operated Picaro 136 3507721112 OK LATIMER 36 5N 18E operated Picaro 236 3507721150 OK LATIMER 36 5N 18E operated Picaro 336 3507721179 OK LATIMER 1 4N 18E operated Pine Creek 130 3507721214 OK LATIMER 30 4N 19E operated Ramerl 3507760070 OK LATIMER 14 6N 22E operated Ramer 1014 3507721524 OK LATIMER 14 6N 22E operated Ramer 1114 3507721572 OK LATIMER 14 6N 22E operated Ramer2 3507720385 OK LATIMER 14 6N 22E operated Ramer3 3507720655 OK LATIMER 14 6N 22E operated Ramer4 3507720753 OK LATIMER 14 6N 22E operated Ramer5 3507720855 OK LATIMER 14 6N 22E operated Ramer6 3507721180 OK LATIMER 14 6N 22E operated Ramer7 3507721188 OK LATIMER 14 6N 22E operated Ramer8 3507721410 OK LATIMER 14 6N 22E operated Ramer 914 3507721484 OK LATIMER 14 6N 22E operated Reed Trust 3507720437 OK LATIMER 24 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 115 of 140 Reed Trust 2 24 3507721672 OK LATIMER 24 6N 22E operated Regina 135 3507720452 OK LATIMER 35 7N 19E operated Renegade 1 3507720860 OK LATIMER 5 6N 22E operated Renegade 2 3507720960 OK LATIMER 5 6N 22E operated Retherford 3507720506 OK LATIMER 25 4N 17E operated Retherford"A" 3507720607 OK LATIMER 30 4N 18E operated Revere 1 3507721169 OK LATIMER 1 4N 18E operated RIDER#8 CO 8 3507721271 OK LATIMER 17 6N 22E operated Rider 1 3507760073 OK LATIMER 17 6N 22E operated Rider 10 3507721385 OK LATIMER 17 6N 22E operated Rider 1117 3507721584 OK LATIMER 17 6N 22E operated Rider 1217 3507721585 OK LATIMER 17 6N 22E operated Rider 1317 3507721642 OK LATIMER 17 6N 22E operated Rider 1417 3507721645 OK LATIMER 20 6N 22E operated Rider 1517 3507721801 OK LATIMER 17 6N 22E operated Rider 3 3507720644 OK LATIMER 17 6N 22E operated Rider 3507720767 OK LATIMER 17 6N 22E operated Riders 3507720859 OK LATIMER 17 6N 22E operated Rider 3507720947 OK LATIMER 17 6N 22E operated Rider 3507721194 OK LATIMER 17 6N 22E operated Rider 3507721294 OK LATIMER 17 6N 22E operated RIDER UNIT 2 3507720364 OK LATIMER 17 6N 22E operated Robinson 112 3507760012 OK LATIMER 12 5N 18E operated Robinson 212 3507720956 OK LATIMER 12 SN 18E operated Robinson 312 3507721005 OK LATIMER 12 5N 18E operated Rowland 1 3507721424 OK LATIMER 32 6N 18E operated Rowland 2 3507721465 OK LATIMER 32 6N 18E operated Rowland A 1 3507721512 OK LATIMER 31 6N 18E operated Ryan 1 3507760042 OK LATIMER 2 6N 21E operated Ryan 2 3507720463 OK LATIMER 2 6N 21E operated Ryan 3 3507720784 OK LATIMER 2 6N 21E operated Ryan 4 3507720841 OK LATIMER 2 6N 21E operated SATORI 3 3507721395 OK LATIMER 27 6N 18E operated SAWYER#3 3 3507721474 OK LATIMER 5 5N 18E operated SCHARFF#3 3507721449 OK LATIMER 1 SN 19E operated Scharff 11 3507720316 OK LATIMER 1 5N 19E operated Scharff 21 3507721114 OK LATIMER 1 5N 19E operated Scharff 3X 3507721457 OK LATIMER 1 SN 19E operated Scharff 41 3507721493 OK LATIMER 1 SN 19E operated Scharff 51 3507721518 OK LATIMER 1 SN 19E operated Scharff 61 3507721539 OK LATIMER 1 SN 19E operated Scharff 71 3507721589 OK LATIMER 1 5N 19E operated Scharff 81 3507721613 OK LATIMER 1 SN 19E operated Scharff 91 3507721736 OK LATIMER 1 5N 19E operated SCHWEGMAN-HOWELL UNIT 1 3507760081 OK LATIMER 33 7N 19E operated Sentry Royalty 1 3507760052 OK LATIMER 17 6N 21E operated Sentry Royalty 2 3507720399 OK LATIMER 17 6N 21E operated Sentry Royalty 3507720782 OK LATIMER 17 5N 21E operated Sentry Royalty 3507720795 OK LATIMER 17 6N 21E operated Sentry Royalty 3507720843 OK LATIMER 17 6N 21E operated Simon 127 3507721377 OK LATIMER 21 6N 20E operated Simon 327 3507721511 OK LATIMER 27 6N 20E operated SIMON UNIT (SEC 27) 002-27 3507721414 OK LATIMER 26 6N 20E operated Smallwood Al 3507760071 OK LATIMER 15 6N 22E operated Smallwood A 10 3507721477 OK LATIMER 15 6N 22E operated Smallwood A 1122 3507721551 OK LATIMER 22 6N 22E operated Smallwood A 1215 3507721649 OK LATIMER 15 6N 22E operated Smallwood A 1315 3507721787 OK LATIMER 15 6N 22E operated Smallwood A 1415 3507721789 OK LATIMER 15 6N 22E operated Smallwood A2 3507720398 OK LATIMER 35 6N 22E operated Smallwood A3 3507720629 OK LATIMER 35 6N 22E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 116 of 140 Smallwood A4 3507720734 OK LATIMER 15 6N 22E operated Smallwood A5 3507720853 OK LATIMER 15 6N 22E operated Smallwood A6 3507721247 OK LATIMER 15 6N 22E operated Smallwood A7 3507721244 OK LATIMER 15 6N 22E operated Smallwood A8 3507721421 OK LATIMER 15 6N 22E operated Smallwood A 915 3507721467 OK LATIMER 35 6N 22E operated Smith 120 3507700009 OK LATIMER 20 5N 18E operated Smith 129 ST 3507721517 OK LATIMER 29 6N 20E operated Smith 220 3507720336 OK LATIMER 20 SN 18E operated Smith 320 3507720505 OK LATIMER 20 SN 18E operated Smith 420 3507720781 OK LATIMER 20 5N 18E operated Smith 520 3507721186 OK LATIMER 20 5N 18E operated Smith 620 3507721258 OK LATIMER 20 5N 18E operated Smith 720 3507721314 OK LATIMER 20 SN 18E operated Sprague 1 3507730076 OK LATIMER 33 7N 22E operated Sprague 2 3507720427 OK LATIMER 33 7N 22E operated State C 128 3507760028 OK LATIMER 28 5N 18E operated State C 228 3507720508 OK LATIMER 28 5N 18E operated State C 328 3507720543 OK LATIMER 28 5N 18E operated State C428 3507720949 OK LATIMER 28 SN 18E operated State C 528 3507721775 OK LATIMER 28 5N 18E operated Stevens#1 3507720563 OK LATIMER 26 4N 17E operated Stevens 2-26 3507720689 OK LATIMER 26 4N 17E operated Streich 1 3507720864 OK LATIMER 1 6N 22E operated Sunflower 2 3507721097 OK LATIMER 35 6N 18E operated Sunflower 3507721136 OK LATIMER 35 6N 18E operated Sunflower 3507721136 OK LATIMER 35 6N 18E operated Topping State 19 3507760008 OK LATIMER 9 5N 18E operated Towry 1 3507760067 OK LATIMER 11 6N 22E operated Towry 1011 3507721794 OK LATIMER 11 6N 22E operated Towry2 3507720409 OK LATIMER 11 6N 22E operated Towry3 3507720676 OK LATIMER 11 6N 22E operated Towry4 3507720742 OK LATIMER 11 6N 22E operated Towry5 3507720845 OK LATIMER 11 6N 22E operated Towry6 3507721443 OK LATIMER 11 6N 22E operated Towry 711 3507721707 OK LATIMER 11 6N 22E operated Towry 811 3507721762 OK LATIMER 11 6N 22E operated Towry 911 3507721776 OK LATIMER 11 6N 22E operated Traunch 131 3507721676 OK LATIMER 31 6N 20E operated USA Anderson 2 3507721464 OK LATIMER 1 SN 18E operated USA-JACQUE ANDERSON UNIT MA 001 3507700570 OK LATIMER 1 5N 18E operated Varnum Guy 425 3507721195 OK LATIMER 25 SN 18E operated Wanderer 135 3507721147 OK LATIMER 35 5N 18E operated Wartick 19 3507721541 OK LATIMER 9 5N 18E operated Wartick 29 3507721595 OK LATIMER 9 5N 18E operated Wartick 29 3507721595 OK LATIMER 9 SN 18E operated Wartick3 3507721715 OK LATIMER 9 SN 18E operated Wartick4 3507721724 OK LATIMER 9 5N 18E operated Wartick Unit/Sec 9/#005 005 3507721748 OK LATIMER 9 5N 18E operated Watts 3507720129 OK LATIMER 34 5N 18E operated Watts 2 3507721456 OK LATIMER 34 5N 18E operated Watts Jones 126 3507760026 OK LATIMER 26 5N 18E operated Watts M C 133 3507760030 OK LATIMER 33 SN 18E operated Watts M C 233 3507721223 OK LATIMER 33 5N 18E operated WATTS -JONES UNIT MA 003 3507721063 OK LATIMER 26 SN 18E operated WATTS -JONES UNIT MA 002 3507720530 OK LATIMER 26 SN 18E operated Weaver Davie 2 3507720424 OK LATIMER 5 6N 19E operated Weaver Davie A 1 3507720013 OK LATIMER 6 6N 19E operated Weaver Davie A2 3507720583 OK LATIMER 6 6N 19E operated Weaver Davie A2 3507720583 OK LATIMER 6 6N 19E operated Weaver Davie B 1 3507720024 OK LATIMER 20 6N 19E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 117 of 140 Weaver Dovie B 2 3507721088 OK LATIMER 20 6N 19E operated Weaver Dovie C 1 3507720023 OK LATIMER 5 6N 19E operated Weaver Dovie E 1 3507720053 OK LATIMER 21 6N 19E operated Weaver Dovie E 2 3507721089 OK LATIMER 21 6N 19E operated Weaver Dovie F 1 3507720062 OK LATIMER 8 6N 19E operated Weaver Dovie F 2 3507720435 OK LATIMER 8 6N 19E operated West 1 3507720041 OK LATIMER 31 7N 22E operated West 3507720329 OK LATIMER 31 7N 22E operated West 331 3507721549 OK LATIMER 31 7N 22E operated White 1018 3507721597 OK LATIMER 38 6N 21E operated White 1118 3507721753 OK LATIMER 18 6N 21E operated White 1218 3507721761 OK LATIMER 18 6N 21E operated White 1318 3507721792 OK LATIMER 38 6N 21E operated White 3507720363 OK LATIMER 18 6N 21E operated White 3507720604 OK LATIMER 18 6N 21E operated White 3507720766 OK LATIMER 18 6N 21E operated Whites 3507720796 OK LATIMER 18 6N 21E operated White 3507721394 OK LATIMER 18 6N 21E operated White 818 3507721547 OK LATIMER 18 6N 21E operated White 918 3507721550 OK LATIMER 18 6N 21E operated White B 1 3507720049 OK LATIMER 17 6N 18E operated WHITE UNIT 001 3507760053 OK LATIMER 18 6N 23E operated WHITE UNIT #6 6 3507720876 OK LATIMER 18 6N 21E operated WILBURTON UNIT 001 3507720095 OK LATIMER 11 6N 19E operated Williamson 1 3507721495 OK LATIMER 35 6N 17E operated Williamson Al 3507721757 OK LATIMER 26 6N 17E operated Winding Stair 114 3507720710 OK LATIMER 14 4N 20E operated Winding Stair 214 3507720959 OK LATIMER 14 4N 20E operated Yancey 1 3507700585 OK LATIMER 9 6N 21E operated Yancey2 3507720547 OK LATIMER 9 6N 21E operated Yancey3 3507720783 OK LATIMER 9 6N 21E operated Yancey4 3507721015 OK LATIMER 9 6N 21E operated Yourman 115 3507760015 OK LATIMER 15 5N 18E operated Yourman 2 15 3507720397 OK LATIMER 15 5N 18E operated Yourman 3 15 3507720468 OK LATIMER 15 5N 18E operated Yourman 415 3507721056 OK LATIMER 15 SN 18E operated Yourman 515 3507721071 OK LATIMER 15 5N 18E operated Yourman 615 3507721141 OK LATIMER 15 5N SSE operated Yourman 7 15 3507721167 OK LATIMER 15 5N 18E operated Yourman 8 15 3507721178 OK LATIMER 15 5N 18E operated Beshers 1 3507920008 OK LE FLORE 22 SN 23E operated Birckel 1 3507930000 OK LE FLORE 29 SN 23E operated Birckel2 3507920601 OK LE FLORE 29 8N 23E operated Birckel3 3507920950 OK LE FLORE 29 8N 23E operated Bokoshe 1 3507920321 OK LE FLORE 6 8N 24E operated Broome 2 29 3507920643 OK LE FLORE 29 8N 24E operated Charney 14 12 3507922008 OK LE FLORE 7 6N 23E operated Chazl 3507920709 OK LE FLORE 20 7N 23E operated Clardy 1 3507920081 OK LE FLORE 2 7N 23E operated Clardy 2 3507920621 OK LE FLORE 2 7N 23E operated Cochran 1 3507900003 OK LE FLORE 32 BN 24E operated Cowan 1 3507920692 OK LE FLORE 36 ION 24E operated Daniel Jack 113 3507920254 OK LE FLORE 13 BN 24E operated Dew 1 3507920455 OK LE FLORE 19 8N 24E operated Dye 146 3507922009 OK LE FLORE 6 6N 23E operated Evans 1 16 3507920807 OK LE FLORE 16 ION 27E operated Fhm 15 3507921976 OK LE FLORE 5 6N 23E operated Foley Family Trust 132 3507922075 OK LE FLORE 32 HN 24E operated Foley Family Trust 232 3507922098 OK LE FLORE 32 SN 24E operated Foley Family Trust 332 3507922099 OK LE FLORE 32 8N 24E operated Ford 1 3507960012 OK LE FLORE 32 7N 23E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 118 of 140 Ford 2 3507920592 OK LE FLORE 32 7N 23E operated Ford 3 3507920806 OK LE FLORE 32 7N 23E operated Ford 4 3507920880 OK LE FLORE 32 7N 23E operated Ford 5 3507921010 OK LE FLORE 32 7N 23E operated Ford 6 3507921156 OK LE FLORE 32 7N 23E operated Ford 7 3507921282 OK LE FLORE 32 7N 23E operated Ford 8 3507921431 OK LE FLORE 32 7N 23E operated Forrester 113 3507920547 OK LE FLORE 13 7N 23E operated Gamble 1 3507920441 OK LE FLORE 36 SON 24E operated Goebel 201 3507920478 OK LE FLORE 20 SON 27E operated Goldsborough 1 3507960011 OK LE FLORE 31 7N 23E operated Goldsborough 2 3507920599 OK LE FLORE 31 7N 23E operated Goldsborough 3 A 3507920799 OK LE FLORE 31 7N 23E operated Goldsborough4 3507920895 OK LE FLORE 31 7N 23E operated Goldsborough 5A 3507921021 OK LE FLORE 31 7N 23E operated Goldsborough 6 A 3507921309 OK LE FLORE 31 7N 23E operated Goldsborough 7 3507921414 OK LE FLORE 31 7N 23E operated Goldsborough 831 3507921677 OK LE FLORE 31 7N 23E operated Goldsborough E 129 3507960009 OK LE FLORE 29 7N 23E operated Goldsborough E 2 29 3507920360 OK LE FLORE 29 7N 23E operated Goldsborough E 3 29 3507920700 OK LE FLORE 29 7N 23E operated Goldsborough E 429 3507920878 OK LE FLORE 29 7N 23E operated Goldsborough E 529 3507921034 OK LE FLORE 29 7N 23E operated Goldsborough E 6 29 3507921146 OK LE FLORE 29 7N 23E operated Goldsborough E 7 29 3507921637 OK LE FLORE 29 7N 23E operated Goldsborough E 8 29 3507921775 OK LE FLORE 29 7N 23E operated Goldsborough E 9 29 3507922073 OK LE FLORE 29 7N 23E operated Goldsborough M 128 3507960003 OK LE FLORE 28 7N 23E operated Goldsborough M 2 28 3507920402 OK LE FLORE 28 7N 23E operated Goldsborough M 3 28 3507920694 OK LE FLORE 28 7N 23E operated Goldsborough M 4 28 3507920892 OK LE FLORE 28 7N 23E operated Goldsborough M 5 28 3507920955 OK LE FLORE 28 7N 23E operated Goldsborough M 6 28 3507921072 OK LE FLORE 28 7N 23E operated Goldsborough M 7 28 3507921087 OK LE FLORE 28 7N 23E operated Gould 1 3507920027 OK LE FLORE 35 8N 23E operated Gould 2 3507920600 OK LE FLORE 35 BN 23E operated Gray 116 3507920721 OK LE FLORE 16 9N 27E operated Gunterl 3507920031 OK LE FLORE 6 7N 24E operated Gunterl 3507920657 OK LE FLORE 6 7N 24E operated Gunter3 3507920946 OK LE FLORE 6 7N 24E operated Gunter4 3507920957 OK LE FLORE 6 7N 24E operated Gunter5 3507921023 OK LE FLORE 6 7N 24E operated Hicks 81 3507920062 OK LE FLORE 36 SN 23E operated Hicks B 3 3507920995 OK LE FLORE 36 8N 23E operated Hill 1130 3507921970 OK LE FLORE 30 7N 23E operated Hill 1230 3507922026 OK LE FLORE 30 7N 23E operated Hill 330 3507920866 OK LE FLORE 30 7N 23E operated Hill 3507920924 OK LE FLORE 30 7N 23E operated Hill 5 3507920956 OK LE FLORE 30 7N 23E operated Hill H 130 3507960010 OK LE FLORE 30 7N 23E operated Hill H 10 30 3507921603 OK LEFLORE 30 7N 23E operated Hill H 230 3507920757 OK LE FLORE 30 7N 23E operated Hill H 6 30 3507921016 OK LE FLORE 30 7N 23E operated Hill H 7 30 3507921137 OK LE FLORE 30 7N 23E operated Hill H830 3507921397 OK LE FLORE 30 7N 23E operated Hill H 930 3507921538 OK LE FLORE 30 7N 23E operated Hollie Ida 120 3507920259 OK LE FLORE 20 7N 23E operated Hollie Ida 2 20 3507920985 OK LE FLORE 20 7N 23E operated Hollie Ida 3 20 3507921306 OK LE FLORE 20 7N 23E operated Hollie Ida 3 20 3507921306 OK LE FLORE 20 7N 23E operated Johnson 1 23 3507922051 OK LE FLORE 23 7N 23E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 119 of 140 Kane 68 3507921843 OK LE FLORE 8 6N 23E operated Kane 7 8 3507921922 OK LEFLORE 8 6N 23E operated Kane 88 3507921932 OK LE FLORE 8 6N 23E operated Kane Frances 3507920009 OK LE FLORE 8 6N 23E operated Kane Frances 3 3507920855 OK LE FLORE 8 6N 23E operated Kane Frances 3507920894 OK LE FLORE 8 6N 23E operated Kennedy 1 3507930046 OK LEFLORE 19 8N 23E operated Kennedy 3507920635 OK LE FLORE 19 8N 23E operated Kennedy 3507921009 OK LE FLORE 19 8N 23E operated Leflore 1 3507960004 OK LE FLORE 6 6N 23E operated Leflore 2 3507920591 OK LE FLORE 6 6N 23E operated Leflore3 3507920798 OK LE FLORE 6 6N 23E operated Leflore4 3507920874 OK LE FLORE 6 6N 23E operated Leflore5 3507921003 OK LE FLORE 6 6N 23E operated Leflore6 3507921120 OK LE FLORE 6 6N 23E operated Leflore 7 6 3507921618 OK LE FLORE 6 6N 23E operated Leflore 8 3507921641 OK LE FLORE 6 6N 23E operated Leflore 9 6 3507922070 OK LE FLORE 6 6N 23E operated Lowery 124 3507920079 OK LE FLORE 24 7N 23E operated Lowery 134 3507920080 OK LE FLORE 34 7N 23E operated Lowery 224 3507920686 OK LE FLORE 24 7N 23E operated Lowery 226 3507920689 OK LE FLORE 26 7N 23E operated Lowery 234 3507920640 OK LE FLORE 34 7N 23E operated Lowery3 26 3507921793 OK LE FLORE 26 7N 23E operated Lowery 424 3507922095 OR LEFLORE 25 7N 23E operated Lowery 426 3507921965 OK LE FLORE 26 7N 23E operated Lowery 434 3507920933 OK LE FLORE 34 7N 23E operated Lowery 5 26 3507922061 OK LE FLORE 26 7N 23E operated Lowery 6 34 3507921977 OK LE FLORE 34 7N 23E operated Lowery Ranch 125 3507922080 OK LE FLORE 25 7N 23E operated McBee 2 3507920901 OK LE FLORE 30 8N 24E operated McBee 3 3507921525 OK LEFLORE 30 8N 24E operated McBee Jessie 129 3507920306 OK LE FLORE 29 BN 24E operated McBee Macy 1 3507920289 OK LE FLORE 30 8N 24E operated Miller C 1 3507930043 OK LE FLORE 30 8N 23E operated Miller C2 3507920171 OK LE FLORE 30 8N 23E operated Miller C 3 3507920501 OK LE FLORE 30 8N 23E operated Molthan 2 3507920834 OK LE FLORE 34 8N 24E operated Nixon 2 3507921043 OK LE FLORE 20 8N 23E operated Pate 418 3507921229 OK LE FLORE 18 6N 23E operated Pate 518 3507921933 OK LE FLORE 18 6N 23E operated Pate 6 18 3507921979 OK LE FLORE 18 6N 23E operated Pate 818 3507922093 OK LE FLORE 18 6N 23E operated Pate Gladys 1 3507930047 OK LE FLORE 18 6N 23E operated Pate Gladys 3 3507921177 OK LE FLORE 38 6N 23E operated Reed 2 22 3507920276 OK LE FLORE 22 7N 23E operated Reed 4 22 3507920942 OK LE FLORE 22 7N 23E operated Reed 522 3507921055 OK LE FLORE 22 7N 23E operated Reed 7 3507921297 OK LE FLORE 5 6N 23E operated Reed A433 3507920869 OK LE FLORE 33 7N 23E operated Reed A 6 3507921255 OK LE FLORE 33 7N 23E operated Reed A 733 3507921830 OK LE FLORE 33 7N 23E operated Reed B4 3507921616 OK LE FLORE 27 7N 23E operated Reed B 5 27 3507921636 OK LE FLORE 27 7N 23E operated Reed 8727 3507922055 OK LE FLORE 27 7N 23E operated Reed C 34 3507920870 OK LE FLORE 4 6N 23E operated Reed C4 3507921236 OK LE FLORE 4 6N 23E operated Reed C 6 4 3507921994 OK LE FLORE 4 6N 23E operated Reed F 3 9 3507921954 OK LE FLORE 9 6N 23E operated ReedJ 130 3507922030 OK LEFLORE 30 7N 24E operated Reed R W 1 3507920061 OK LE FLORE 23 7N 23E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 120 of 140 Reed RW 111 3507920423 OK LE FLORE it 6N 23E operated Reed R W3 23 3507921834 OK LE FLORE 23 7N 23E operated Reed R W 4 23 3507922094 OK LE FLORE 26 7N 23E operated Reed Roy 121 3507930041 OK LE FLORE 21 7N 23E operated Reed Roy 18 3507921026 OK LE FLORE 8 7N 24E operated Reed Roy 2 12 3507921067 OK LE FLORE 12 7N 23E operated Reed Roy 2 21 3507920240 OK LE FLORE 21 7N 23E operated Reed Roy 421 3507920936 OK LE FLORE 21 7N 23E operated Reed Roy 21 3507921014 OK LE FLORE 21 7N 23E operated Reed Roy 621 3507921160 OK LE FLORE 21 7N 23E operated Reed Roy 6 22 L 3507921100 OK LE FLORE 22 7N 23E operated Reed Roy G 2 3 3507920872 OR LE FLORE 3 6N 23E operated Reed Roy Trust 120 3507920795 OK LE FLORE 20 7N 23E operated Reed Roy W A 1 3507960001 OK LE FLORE 33 7N 23E operated Reed Roy W A 2 3507920624 OK LE FLORE 33 7N 23E operated Reed Roy W A3 3507920705 OK LE FLORE 33 7N 23E operated Reed Roy W B 1 3507930004 OK LE FLORE 27 7N 23E operated Reed Roy W B 2 3507920623 OK LE FLORE 27 7N 23E operated Reed Roy W C 1 3507930079 OR LE FLORE 4 6N 23E operated Reed Roy W C 2 3507920557 OK LE FLORE 4 6N 23E operated Reed Trust 130 3507920571 OK LE FLORE 30 SN 24E operated Reed Unit 1 3507960101 OK LE FLORE 5 6N 23E operated Reed Unit 2 3507920554 OK LE FLORE 5 6N 23E operated Reed Unit 3 3507920853 OK LE FLORE 5 6N 23E operated Reed Unit 3507920899 OK LE FLORE 5 6N 23E operated Reed Unit 5 3507921007 OK LE FLORE 5 6N 23E operated Roy Reed F 3 3507920711 OK LE FLORE 16 7N 23E operated Roy Reed F5 3507920909 OK LE FLORE 16 7N 23E operated Spangler 107 3507921911 OK LE FLORE 7 6N 23E operated Spangler2 3507920598 OK LE FLORE 7 6N 23E operated Spangler 3 3507920781 OK LE FLORE 7 6N 23E operated Spangler4 3507920879 OK LE FLORE 7 6N 23E operated Spangler5 3507921012 OK LE FLORE 7 6N 23E operated Spangler6 3507921117 OK LE FLORE 7 6N 23E operated Spangler7 3507921573 OK LE FLORE 7 6N 23E operated Spangler 87 3507921757 OK LE FLORE 7 6N 23E operated Spangler 97 3507921740 OK LE FLORE 7 6N 23E operated Stephens 1 3507920071 OK LE FLORE 1 7N 23E operated Stephens 2 3507920997 OK LE FLORE 1 7N 23E operated Tackett 3 3507920935 OK LE FLORE 28 SN 23E operated Valentine 1 3507921022 OK LEFLORE 5 7N 24E operated Watson Gas B 1 3507930023 OK LE FLORE 5 7N 24E operated Watson Gas B 3 3507920996 OK LE FLORE 5 7N 24E operated Watson L 132 3507920722 OK LE FLORE 32 8N 24E operated Watson L232 3507921751 OK LE FLORE 32 SN 24E operated Watson L 2 32 3507921751 OK LE FLORE 32 BN 24E operated Wood Fox A 1 3507920094 OK LE FLORE 3 9N 24E operated BASINGER 1-4 3507920111 OK LEFLORE 4 SN 27E operated BATES #1-7 001 3507921052 OK LEFLORE 7 7N 24E operated BESHERS UNIT 002 3507920553 OK LEFLORE 22 8N 23E operated BLAIR, J D, GAS UNIT 1-11 3507920287 OK LEFLORE 11 8N 24E operated CAMPBELL 4-18H 3509121716 OK LEFLORE 18 9N 13E operated FESPERMAN UNIT #2-26 2-26 3507920576 OK LEFLORE 26 9N 24E operated GENTRY TRUST 1-3 3507921788 OK LEFLORE 3 7N 26E operated GIST UNIT 1-19 3507920203 OK LEFLORE 19 10N 26E operated HOLLIE, IDA, UNIT 001 3507920248 OK LEFLORE 20 7N 23E operated HOLTON#1-3 0 3507920212 OK LEFLORE 6 7N 26E operated HOWELL(UPC( 1-19 3507920767 OK LEFLORE 19 7N 24E operated KANE, 2A-AT/RO 002A 3507920650 OK LEFLORE S 6N 23E operated KANE, FRANCES, GAS UNIT 002 3507920605 OK LEFLORE 8 6N 23E operated KINSEY 1-22 3506120349 OK LEFLORE 22 9N 23E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 121 of 140 LOWERY SEC 26 UNIT 1 3507920117 OK LEFLORE 26 7N 23E operated LOWREY UNIT 03-34 3507920876 OK LEFLORE 34 7N 23E operated LOWREY UNIT 05-34 3507921453 OK LEFLORE 34 7N 23E operated MOLTHAN UNIT 1 3507930113 OK LEFLORE 34 SN 24E operated RABON UNIT 1-30 3507920674 OK LEFLORE 30 9N 24E operated REED #4-22 4-22 3507920945 OK LEFLORE 4 7N 26E operated REED 'F' 001 3507920355 OK LEFLORE 9 6N 23E operated REED, R W, UNIT 2 3507920625 OK LEFLORE 23 7N 23E operated REED, ROY SEC 21 003 3507920713 OK LEFLORE 21 7N 23E operated REED, ROY W, UNIT/A/ 5 3507921228 OK LEFLORE 33 7N 23E operated REED, ROY W, UNIT/B/ 3-27 3507920871 OK LEFLORE 27 7N 23E operated REED, ROY W, UNIT/B/ 006 3507921829 OK LEFLORE 27 7N 23E operated REED, ROY W, UNIT/G/ 3 3507920927 OK LEFLORE 3 6N 23E operated REED, ROY W, UNIT/G/ 1 3507920108 OK LEFLORE 3 6N 23E operated REED, ROY, UNIT/C/ 005 3507921615 OK LEFLORE 4 6N 23E operated REED, ROY, UNIT/F/ 002 3507920349 OK LEFLORE 16 7N 23E operated SPANGLER UNIT 1 3507960005 OK LEFLORE 7 6N 23E operated STATE UNIT I-32 1-32 3507920693 OK LEFLORE 32 9N 24E operated SWEETEN 2 3507921106 OK LEFLORE 7 8N 27E operated SWEETEN 1 3507921075 OK LEFLORE 7 SN 27E operated TACKETT UNIT 002 3507920288 OK LEFLORE 28 SN 23E operated TACKETT UNIT 001 3507900036 OK LEFLORE 28 SN 23E operated TANKSLEY #1-24 0 3507920035 OK LEFLORE 28 SN 24E operated TANKSLEY UNIT 132-2 3507920533 OK LEFLORE 23 SN 23E operated TANKSLEY UNIT 001-32 3507920341 OK LEFLORE 23 SN 23E operated WATSON GAS UNIT/B/ 002 3507920898 OK LEFLORE 5 7N 24E operated WERSCHKY UNIT 1 3507921096 OK LEFLORE 2 9N 26E operated WILLIAMS 1-33 1-33 3507920431 OK LEFLORE 33 30N 27E operated WOODS CREEK(TESS) 1-22 001-22 3507921653 OK LEFLORE 22 3N 23E operated State 14 3508520270 OK LOVE 4 6S 2E operated BLAND UNIT/B/ 001 U 3509335938 OK MAJOR 12 20N 16W operated Parker 7 N 2 W 33 1 H 3508722074 OK MC CLAIN 33 7N 2W operated COFFEE, D L 001 3508735550 OK MCCLAIN 31 SN 4W operated ETHRIDGE UNIT 001 3508735515 OK MCCLAIN 25 5N 4W operated ETHRIDGE, LEE 001 3508700123 OK MCCLAIN 25 SN 4W operated HARRIS, LEE 005 3508721612 OK MCCLAIN 36 SN 4W operated HARRIS, LEE 003 3508721504 OK MCCLAIN 36 SN 4W operated HARRIS, LEE 001 3508735590 OK MCCLAIN 36 SN 4W operated HARRISON, J1 002 3508735410 OK MCCLAIN 31 SN 3W operated MCDANIEL, GRACE 001 3508700187 OK MCCLAIN 35 SN 4W operated MCDANIEL, GRACE 002 3508735580 OK MCCLAIN 35 5N 4W operated MCDANIEL, GRACE 003 3508735581 OK MCCLAIN 35 5N 4W operated MCDANIEL, GRACE 004 3508721614 OK MCCLAIN 35 SN 4W operated RICE, ISABELLE ESTATE UNIT 001 3508735449 OK MCCLAIN 18 SN 4W operated BERRY 2-15H 3509121538 OK MCINTOSH 15 BN 13E operated BERRY 1-15H 3509121493 OK MCINTOSH 15 8N 13E operated BERRY 3-15H 3509121557 OK MCINTOSH 15 SN 13E operated BERRY 4-15H 3509121744 OK MCINTOSH 15 SN 13E operated BOB 1-911 3509121461 OK MCINTOSH 9 8N 13E operated BOB 2-9H 3509121478 OK MCINTOSH 9 8N 13E operated BOGLE 3-911 3509121760 OK MCINTOSH 9 8N 13E operated BUFFET HHC 1-20H 3509121609 OK MCINTOSH 19 9N 13E operated CAMPBELL 2-18H 3509121715 OK MCINTOSH 18 9N 13E operated CAMPBELL 2-20H 3509121717 OK MCINTOSH 20 9N 13E operated CAMPBELL 4-17H 3509121713 OK MCINTOSH 17 9N 13E operated CAMPBELL 2-17H 3509121712 OK MCINTOSH 17 9N 13E operated CAMPBELL 3-20H 3509121745 OK MCINTOSH 20 9N 13E operated CAMPBELL 4-20H 3509121718 OK MCINTOSH 20 9N 13E operated CAMPBELL 3-17H 3509121711 OK MCINTOSH 17 9N 13E operated DALE 1-6 3509121439 OK MCINTOSH 6 BN 13E operated DELL HHC 1-29 3509121625 OK MCINTOSH 29 9N 13E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 122 of 140 DEMASTERS 2-29H 3509121706 OK MCINTOSH 29 9N 13E operated DEMASTERS 4-29H 3509121738 OK MCINTOSH 29 9N 13E operated ENGEBRETSON 1-8 3509121457 OK MCINTOSH 8 8N 13E operated FLUD 4-33H 3509121765 OK MCINTOSH 33 9N 13E operated GATES 1-19H 3509121552 OK MCINTOSH 19 9N 13E operated GATES 2-19H 3509121600 OK MCINTOSH 19 9N 13E operated GRAY 4-19H 3509121707 OK MCINTOSH 19 9N 13E operated GREG WCS 1-18 3509121550 OK MCINTOSH 18 9N 13E operated HAL 1-12H 3509121443 OK MCINTOSH 7 8N 13E operated HARJO 3-18H 3509121714 OK MCINTOSH 18 9N 13E operated JACOB 1-6 3509120927 OK MCINTOSH 6 8N 13E operated JOHNNY 2-10H 3509121508 OK MCINTOSH 10 SN 13E operated JOHNNY 1-10H 3509121488 OK MCINTOSH 10 BN 13E operated LORTON 1-71-1 3509121416 OK MCINTOSH 7 8N 13E operated LORTON 4-7H 3509121719 OK MCINTOSH 7 8N 13E operated LORTON 2-71-1 3509121449 OK MCINTOSH 7 8N 13E operated LORTON 3-18H 3509121720 OK MCINTOSH 18 8N 13E operated LUCAS 1-33H 3509121614 OK MCINTOSH 32 9N 13E operated MASENGALE 4-101-1 3509121746 OK MCINTOSH 10 8N 13E operated MORGAN 1-19H 3509121517 OK MCINTOSH 18 8N 13E operated NUNN 3-30H 3509121755 OK MCINTOSH 30 9N 13E operated OPRAH HHC 1-17H 3509121585 OK MCINTOSH 18 9N 13E operated ROBERTS 3-19H 3509121735 OK MCINTOSH 19 9N 13E operated RUSSELL 1-30H 3509121766 OK MCINTOSH 30 9N 13E operated RUSSELL3-30H 0 3509121763 OK MCINTOSH 30 9N 13E operated STEPHENS 1-16 3509121487 OK MCINTOSH 16 8N 13E operated TRACY 2-18H 3509121546 OK MCINTOSH 18 8N 13E operated TRACY 1-18H 3509121502 OK MCINTOSH 18 8N 13E operated TRUMP HHC 1-18 3509121559 OK MCINTOSH 18 9N 13E operated WELLS 1-4 3509121418 OK MCINTOSH 4 SN 13E operated' WIEDEL 1-5 3509121575 OK MCINTOSH 4 8N 13E operated Obsidian 33 -18N -4E 33 -18N -4E 3511924312 OK PAYNE 5 17N 4E operated Aimerito 1 3512121482 OK PITTSBURG 34 SN 16E operated Aimerito 127 3512123054 OK PITTSBURG 27 SN 16E operated Aimerito 127 3512123054 OK PITTSBURG 27 5N 16E operated AMY 3-31-1 3512123789 OK PITTSBURG 3 7N 12E operated Anderson 128 3512121030 OK PITTSBURG 28 SN 15E operated Anderson K619 3512123493 OK PITTSBURG 19 5N 17E operated ANDERSON, KATHLEEN, UNIT 3 3512121788 OK PITTSBURG 19 SN 17E operated ANDERSON, KATHLEEN, UNIT 002 3512121339 OK PITTSBURG 19 SN 17E operated Army Ammo 141 3512121017 OK PITTSBURG 14 4N 12E operated ARMY AMMO 23-1 001 3512120775 OK PITTSBURG 23 4N 12E operated Arpoika 3 8 H 3512124343 OK PITTSBURG 5 6N 13E operated ART 1 1 3512122352 OK PITTSBURG 32 3N 12E operated ART 2-32 2-32 3512123269 OK PITTSBURG 32 3N 12E operated BAILEY 1-26 26 -JAN 3512121913 OK PITTSBURG 26 3N 12E operated Batts 2 13 H 3512124484 OK PITTSBURG 13 3N 12E operated Beatrice 1 3512121068 OK PITTSBURG 17 SN 17E operated Beaver 114 3512122947 OK PITTSBURG 14 3N 12E operated Beaver 114 3512122947 OK PITTSBURG 14 3N 12E operated BECK 2-35H 3512123849 OK PITTSBURG 35 SN 12E operated BECK 1-35H 3512123818 OK PITTSBURG 35 SN 12E operated BECK "A"H1 Al 3512122900 OK PITTSBURG 24 4N 15E operated BELT 2-1 3512120212 OK PITTSBURG 1 6N 16E operated BELT 3-1 3512121929 OK PITTSBURG 1 6N 16E operated BENJAMIN 1-28 3512120322 OK PITTSBURG 28 7N 14E operated Bennett 114 H 3512124297 OK PITTSBURG 14 4N 12E operated Bennett 2 14 H 3512124787 OK PITTSBURG 23 4N 12E operated Bennett 3 14 H 3512124788 OK PITTSBURG 23 4N 12E operated Big Daddy 117 3512123545 OK. PITTSBURG 17 5N 13E operated Big Daddy 2 17 H 3512124423 OK PITTSBURG 8 5N 13E operated r 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 123 of 140 BLIZZARD 1-24 1-24 3512122701 OK PITTSBURG 24 6N 12E operated BOARDWALK#2 2 3512122509 OK PITTSBURG 7 4N SSE operated Boozer 120 H 3512124304 OK PITTSBURG 20 6N 13E operated Bowen 2187 H 3512124774 OK PITTSBURG 19 3N 12E operated Bowen 3 18 7 H 3512124772 OK PITTSBURG 19 3N 12E operated Bowen 4187H 3512124773 OK PITTSBURG 19 3N 12E operated BOWMAN/UNIT PETR/ 002 3512121614 OK PITTSBURG 21 SN 17E operated Bowman 129 3512120027 OK PITTSBURG 29 SN 17E operated Bowman 229 3512121415 OK PITTSBURG 29 5N 17E operated Bowman 320 3512121357 OK PITTSBURG 20 SN 17E operated Bowman 421 3512121956 OK PITTSBURG 21 SN 17E operated Bowman 429 3512121806 OK PITTSBURG 29 SN 17E operated Bowman 520 3512121662 OK PITTSBURG 20 5N 17E operated Bowman 529 3512121851 OK PITTSBURG 29 5N 17E operated Bowman P 121 3512120010 OK PITTSBURG 21 SN 17E operated Bowman P321 3512121842 OK PITTSBURG 21 SN 17E operated Bowman P321 3512121842 OK PITTSBURG 21 SN 17E operated BOWMAN, P#7-20 007 3512122719 OK PITTSBURG 20 SN 17E operated BOWMAN, PSEC 20 001 3512120031 OK PITTSBURG 20 SN 17E operated BOWMAN, PSEC 20 006 3512121994 OK PITTSBURG 20 SN 17E operated BOWMAN, PSEC 20 004 3512121487 OK PITTSBURG 20 5N 17E operated BOX 1-20 3512121327 OK PITTSBURG 20 7N 18E operated BRASSFIELD 1-18H 3512123805 OK PITTSBURG 18 6N 15E operated BROOKLYNN PAIGE 1-10H 3512123414 OK PITTSBURG 10 7N - 12E operated BROWNEQ 1-23 3512121001 OK PITTSBURG 23 7N 16E operated Buddy 1X 3512121531 OK PITTSBURG 34 6N 13E operated BURLESON 1-1 1-1 3512123349 OK PITTSBURG 1 SN 12E operated Burleson 21 H 3512124381 OK PITTSBURG 1 SN 12E operated BURNETT 1-13H 3512123799 OK PITTSBURG 13 6N 15E operated BUTLER 4-36H 3512123852 OK PITTSBURG 36 8N 12E operated CABLE 3 3512121847 OK PITTSBURG 13 4N 14E operated CABLE#2 002 3512121518 OK PITTSBURG 13 4N 14E operated Cable 118 3512120863 OK PITTSBURG 18 4N 15E operated CABLE I-13 1 3512121367 OK PITTSBURG 13 4N 14E operated Cable 318 3512121510 OK PITTSBURG 18 4N 15E operated CABLE 4 3512122108 OK PITTSBURG 13 4N 14E operated Cable 4A 18 3512121950 OK PITTSBURG 18 4N ISE operated Cable 518 3512122651 OK PITTSBURG 18 4N 15E operated Calm 113 H 3512123764 OK PITTSBURG 13 6N 12E operated Camp 234 3512122851 OK PITTSBURG 34 SN 16E operated Canfield 120 3512120698 OK PITTSBURG 20 7N 18E operated Carol 118 H 3512124091 OK PITTSBURG 18 6N 13E operated Casey 112 3512120404 OK PITTSBURG 12 3N 12E operated Casteel 132 3512120074 OK PITTSBURG 32 SN 17E operated Casteel 232 3512121406 OK PITTSBURG 32 SN 17E operated Casteel 332 3512121887 OK PITTSBURG 32 5N 17E operated Casteel 432 3512122104 OK PITTSBURG 32 5N 17E operated CHARLIE #1-8 001-8 3512122577 OK PITTSBURG 8 4N 16E operated Chester 2 31 H 3512124332 OK PITTSBURG 31 6N 13E operated COOK 4-11 3512123757 OK PITTSBURG 11 7N 12E operated COPE UNIT 1-8 3512120036 OK PITTSBURG 8 4N 16E operated COUNTZ 1-15H 3512123771 OK PITTSBURG 15 SN 14E operated Crabtree2 3512122474 OK P17TSBURG 23 4N 14E operated CREAMER I-12 1-12 3512123100 OK PITTSBURG 12 3N 13E operated CRESCENT 1 1 3512120368 OK PITTSBURG 7 3N 13E operated CROWDER 1-18 3512120087 OK PITTSBURG 18 7N 15E operated CUNNINGHAM 1(PITTSBURG) 1 3512122056 OK PITTSBURG 18 3N 12E operated Cunningham 130 H 3512124074 OK PITTSBURG 30 4N 12E operated DAKIL 1-13 1 3512120531 OK PITTSBURG 13 4N 14E operated DANNY CATHEY 1-14 1-14 3512123587 OK PITTSBURG 14 6N 13E operated Danny Cathey 214 H 3512124331 OK PITTSBURG 14 6N 23E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 124 of 140 DEBBIE 1-19 3512120906 OK PITTSBURG 19 6N 17E operated Depot 136 3512121559 OK PITTSBURG 25 5N 12E operated Dernier 134 H 3512124618 OK PITTSBURG 27 4N 12E operated Dillingham 112 3512123278 OK PITTSBURG 12 5N 12E operated DO NOT USE 001 3512120079 OK PITTSBURG 19 5N 17E operated DOMINIC UNIT 001 3512100258 OK PITTSBURG 35 6N 13E operated Donald Loftis 14 H 3512123883 OK PITTSBURG 4 4N 12E operated DUNCAN 3 3512121998 OK PITTSBURG 13 7N 13E operated DUNCAN 2 3512121946 OK PITTSBURG 13 7N 13E operated DUNCAN 51-1-13 3512124405 OK PITTSBURG 13 7N 13E operated DUNCAN 61-1-13 3512124408 OK PITTSBURG 13 7N 13E operated DUNCAN 4 3512122309 OK PITTSBURG 13 7N 13E operated DUNCAN 1 3512121871 OK PITTSBURG 13 7N 13E operated Duran 118 3512120595 OK PITTSBURG 18 SN 17E operated DURETTA 1-15 3512121538 OK PITTSBURG 15 6N 16E operated ECHELLE (164N 12E) 1-16H 3512124232 OK PITTSBURG 16 4N 12E operated EDMONDS 2-31-1 3512123778 OK PITTSBURG 3 7N 12E operated EDMONDS RE 1-3A H 3512123787 OK PITTSBURG 3 7N 12E operated Effinger 112 3512120335 OK PITTSBURG 12 7N 14E operated EGGLESTON 2-15 2-15 3512123091 OK PITTSBURG 35 SN 13E operated Eggleston 4 15 H 3512124589 OK PITTSBURG 22 SN 13E operated ELLIS 1-8 001 3512120956 OK PITTSBURG 8 4N 15E operated Ennenga 18 3512120122 OK PITTSBURG 8 3N 13E operated ERIC 4-31-1 3512123788 OK PITTSBURG 3 7N 12E operated Fishburn 127 3512122252 OK PITTSBURG 27 3N 12E operated Fishburn 227 3512122670 OK PITTSBURG 27 3N 12E operated Fishburn 327 3512123239 OK PITTSBURG 27 3N 12E operated FOOD UNIT 001 3512160036 OK PITTSBURG 3 SN 13E operated FREDERICK 1 3512121803 OK PITTSBURG 26 7N 13E operated FREDERICK 61-1-26 3512124422 OK PITTSBURG 26 7N 13E operated FREDERICK 41-1-26 3512124418 OK PITTSBURG 26 7N 13E operated FREDERICK SH -26 3512124374 OK PITTSBURG 26 7N 13E operated FREDERICK 31-1-26 3512124383 OK PITTSBURG 26 7N 13E operated FREDERICK 2 3512121960 OK PITTSBURG 26 7N 13E operated Frederick 7 26 H 3512124795 OK PITTSBURG 23 7N 13E operated GERMAN #4-33 4-33 3512123603 OK PITTSBURG 33 SN 15E operated German 133 3512130017 OK PITTSBURG 33 5N 15E operated German 333 3512122330 OK PITTSBURG 33 SN 15E operated GIBSON, WINNIE 1-4 001 3512121228 OK PITTSBURG 4 SN 13E operated GIB5ON-LINDSAY UNIT 1 001 3512160037 OK PITTSBURG 4 SN 13E operated GLEESE 1-33H 3512123773 OK PITTSBURG 33 6N 12E operated Gieese 128 H 3512124178 OK PITTSBURG 28 6N 13E operated Goodson2 3512122097 OK PITTSBURG 27 5N 15E operated GRAHAM 5-H 3512124089 OK PITTSBURG 14 7N 13E operated GRAHAM 6-H 3512124131 OK PITTSBURG 14 7N 13E operated GRAHAM 71-1-14 3512124174 OK PITTSBURG 14 7N 13E operated GRAHAM 1 3512121783 OK PITTSBURG 14 7N 13E operated GRAHAM 4 3512122779 OK PITTSBURG 14 7N 13E operated GRAHAM# 811-14 3512124177 OK PITTSBURG 14 7N 13E operated Gray 126 3512120450 OK PITTSBURG 26 6N 13E operated GREEN "A" #1 1 3512123017 OK PITTSBURG 36 5N 15E operated GREEN #1(B000H/HARTSHORNE) 1 3512122974 OK PITTSBURG 6 4N 16E operated GREGG 1-15 3512120633 OK PITTSBURG 15 7N 18E operated GRIFFIN 4-911 3512123909 OK PITTSBURG 9 7N 12E operated GRIFFIN 3-9H 3512123899 OK PITTSBURG 9 7N 12E operated GRIFFIN 2-911 3512123794 OK PITTSBURG 9 7N 12E operated HALL 1-18 1-18 3512120354 OK PITTSBURG 18 3N 13E operated Hall 217 3512120637 OK PITTSBURG 17 3N 13E operated HALL 2-18 2-18 3512122568 OK P117SBURG 18 3N 13E operated HAMILTON 1-13 3512120091 OK PITTSBURG 13 7N 14E operated HAMILTON 5-13H 3512123304 OK PITTSBURG 13 7N 14E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 125 of 140 HANNA 1-6H 1-6H 3512123949 OK PITTSBURG 6 6N 13E operated Harlow 130 3512123664 OK PITTSBURG 30 4N 12E operated Hatridge 122 3512122181 OK PITTSBURG 22 3N 12E operated Hatridge 123 H 3512124007 OK PITTSBURG 23 4N 12E operated Hatridge 222 3512122896 OK PITTSBURG 22 3N 12E operated Hatridge 2 23 H 3512124413 OK PITTSBURG 23 4N 12E operated Hatridge 3 23 H 3512124415 OK PITTSBURG 23 4N 12E operated Hazelwood 12 3512120557 OK PITTSBURG 2 6N SSE operated HEAD 3-36H 3512123860 OK PITTSBURG 36 8N 12E operated Helen 130 H 3512124013 OK PITTSBURG 30 6N 12E operated HICKORY HILLS 1-25H 3512123602 OK PITTSBURG 25 BN 12E operated Hilseweck 16H 3512124041 OK PITTSBURG 6 6N 12E operated Hilseweck 2 6 H 3512124348 OK PITTSBURG 6 6N 12E operated HITCHCOCK 1-24 3512121886 OK PITTSBURG 24 7N 13E operated HOLLOWAY I-24 1-24 3512122540 OK PITTSBURG 24 6N 12E operated Holman 132 3512123923 OK PITTSBURG 32 5N 15E operated HOLT 1-22H 3512123841 OK PITTSBURG 22 6N 12E operated HOLT 2-22H 3512124070 OK PITTSBURG 22 6N 12E operated Holt 115 3512122919 OK PITTSBURG 15 6N 13E operated HONEA(Non interest) 001-27 3512121525 OK PITTSBURG 27 SN 16E operated Howard 119 H 3512124305 OK PITTSBURG 19 SN 12E operated Hunt Garrett 234H 3512124321 OK PITTSBURG 3 SN 13E operated Hunt Garrett 3 34 3 H 3512124776 OR PITTSBURG 34 6N 13E operated Hunt Garrett 4 34 3 H 3512124777 OK PITTSBURG 34 6N 13E operated Hunt Garrett 5 34 3 H 3512124778 OK PITTSBURG 34 6N 13E operated HUNT-GARRETT UNIT 001 3512100259 OK PITTSBURG 34 6N 13E operated Hurricane 134 3512121205 OK PITTSBURG 34 SN 15E operated Igou 129 H 3512124216 OK PITTSBURG 29 4N 12E operated Intex 1235 3512122315 OK PITTSBURG 35 7N 18E operated Intex 1335 3512122447 OK PITTSBURG 35 7N 18E operated Janna 17 H 3512123983 OK PITTSBURG 7 SN 12E operated JAXON-CHASE 4-10 3512123775 OK PITTSBURG 10 7N 12E operated JERNIGAN 3-3H 3512123891 OK PITTSBURG 3 7N 14E operated JESSICA 1-611 1-6H 3512123950 OK PITTSBURG 6 6N 13E operated JONES 1-33 1-33 3512120424 OR PITTSBURG 33 4N 12E operated Jones 230 H 3512124294 OK PITTSBURG 30 6N 13E operated KABLER 1-11H 1-11H 3512123884 OK PITTSBURG 11 6N 12E operated KABLER 2-11 2-11 3512124072 OK PITTSBURG 11 6N 12E operated Kearton 133 3512122307 OK PITTSBURG 33 3N 12E operated Kearton 233 3512122918 OK PITTSBURG 33 3N 12E operated KELSEY 2-36H 3512123830 OK PITTSBURG 36 8N 12E operated King R A 1 3512120145 OK PITTSBURG 26 5N 16E operated King R A 2 3512121861 OK PITTSBURG 26 5N 16E operated King R A 3 3512121904 OK PITTSBURG 26 5N 16E operated King R A 5 3512122106 OK PITTSBURG 26 5N 16E operated King R A 6 3512123087 OK PITTSBURG 26 SN 16E operated KING, RA 004 3512121989 OK PITTSBURG 26 SN 16E operated KIPP1 1 3512122182 OK PITTSBURG 1 3N 13E operated KOLTEN BLAKE 3-10H 3512123774 OK PITTSBURG 10 7N 12E operated KYLIE OWEN I-12 1-12 3512123478 OK PITTSBURG 12 5N 12E operated Kylie Owen 2 12 H 3512124363 OK PITTSBURG 12 5N 12E operated Labor 3512123026 OK PITTSBURG 7 3N 14E operated LALMAN 1-7 3512120245 OK PITTSBURG 7 6N 16E operated LALMAN 3-7 3512120250 OK PITTSBURG 7 6N 16E operated LALMAN 5-7 3512120268 OK PITTSBURG 7 6N 16E operated LANCE 3-11H 3512123747 OK PITTSBURG 11 7N 12E operated Lane 128 C 3512121943 OK P17TSBURG 28 4N 12E operated LAVARNWAY 6-2H 3512123853 OK PITTSBURG 2 7N 12E operated LAVARNWAY 5-2A 3512123901 OK PITTSBURG 2 7N 12E operated LAVARNWAY 4-2H 3512123754 OK PITTSBURG 2 7N 12E operated Lesli 124 H 3512124269 OK PITTSBURG 24 6N 12E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 126 of 140 Linda 132 H 3512124277 OK PITTSBURG 32 4N 12E operated Linda 2 32 H 3512124436 OK PITTSBURG 29 4N 12E operated Linda 332 H 3512124437 OK PITTSBURG 29 4N 12E operated Linda 4 32 H 3512124463 OK PITTSBURG 29 4N 12E operated Linda 532 H 3512124462 OK PITTSBURG 29 4N 12E operated Loftis 118 3512122402 OK PITTSBURG 18 6N 13E operated LOFTIS 1-13 1-13 3512122455 OK P1 TSBURG 13 6N 12E operated Loftis Trust 119H 3512123834 OK PITTSBURG 19 4N 12E operated Loftis Trust 2 19 H 3512124509 OK PITTSBURG 30 4N 12E operated Loftis Trust 3 19 H 3512124510 OK PITTSBURG 30 4N 12E operated Loftis Trust 4 19 H 3512124511 OK PITTSBURG 30 4N 12E operated Loftis Trust 5 19 H 3512124512 OK PITTSBURG 30 4N 12E operated LOTT 4-25H 3512123881 OK PITTSBURG 25 SN 12E operated LOTT 1-26H 3512123838 OK PITTSBURG 26 8N 12E operated LOTT 5-26H 3512123925 OK PITTSBURG 26 HN 12E operated LOTT 3-25H 3512123871 OK PITTSBURG 25 SN 12E operated LOTT 2-25H 3512123865 OK PITTSBURG 25 SN 12E operated LOTT 4-26 3512123893 OK PITTSBURG 26 8N 12E operated LOTT 3-26H 3512123880 OK PITTSBURG 26 BN 12E operated Louise 112 H 3512124371 OK PITTSBURG 13 3N 12E operated LOVETT 1-18H 3512123305 OK PITTSBURG 18 7N 15E operated LYNN UNIT 001-15 3512120264 OK PITTSBURG 15 4N 16E operated M.C. Watts 3512121519 OK PITTSBURG 6 3N 17E operated Marchus 17 H 3512124286 OK PITTSBURG 18 3N 12E operated Marchus 2718H 3512124771 OK PITTSBURG 6 3N 12E operated McBee 223 3512122123 OK PITTSBURG 23 SN 16E operated McClung 128 3512122267 OK PITTSBURG 28 3N 12E operated Mclean Choate 129 3512121110 OK PITTSBURG 29 SN 16E operated MILLER 002 3512121308 OK PITTSBURG 26 SN 16E operated MILLIS 3-211 3512123753 OK PITTSBURG 2 7N 12E operated MINTER 5-36H 3512123921 OK PITTSBURG 35 SN 12E operated Monroe 128 3512120521 OK PITTSBURG 28 5N 16E operated Monroe4 3512121957 OK PITTSBURG 28 SN 16E operated Monroe Clyde 3512122087 OK PITTSBURG 22 5N 16E operated Monroe Clyde 3512122156 OK PITTSBURG 22 5N 16E operated Monroe Clyde 3512122566 OK PITTSBURG 22 SN 16E operated Moss 3512120820 OK PITTSBURG 13 5N 16E operated Moss A 213 3512122828 OK PITTSBURG 13 5N 16E operated Murrin 123 3512120161 OK PITTSBURG 23 7N 14E operated Murrin 2 23 H 3512124793 OK PITTSBURG 14 7N 14E operated NICHOLS 1-26 1-26 3512120510 OK PITTSBURG 26 3N 12E operated O'Day 3512121581 OK PITTSBURG 12 3N 16E operated Ottuso 15 H 3512124568 OK PITTSBURG 8 6N 13E operated OWENS 3-11H 3512123557 OK PITTSBURG 11 7N 12E operated Padgett 15H 3512124339 OK PITTSBURG 8 6N 12E operated Peden 124 3512120092 OK PITTSBURG 24 SN 16E operated Peden 324 3512121763 OK PITTSBURG 24 SN 16E operated Peden 324 3512121763 OK PITTSBURG 24 5N 16E operated Peden 424 3512121963 OK PITTSBURG 24 5N 16E operated Peden George 2 3512121192 OK PITTSBURG 24 5N 16E operated PEDERSEN 6 3512122622 OK PITTSBURG 23 7N 13E operated PEDERSEN 9-H 3512124213 OK PITTSBURG 23 7N 13E operated PEDERSEN 8-H 3512124205 OK PITTSBURG 23 7N 13E operated PEDERSEN 4 3512122273 OK PITTSBURG 23 7N 13E operated PEDERSEN 10-H 3512124229 OK PITTSBURG 23 7N 13E operated PEDERSEN 7-H 3512124203 OK PITTSBURG 23 7N 13E operated PEDERSEN #5 5 3512122317 OK PITTSBURG 23 7N 13E operated Peggy 7 4 H 3512124554 OK PITTSBURG 33 6N 13E operated Peggy 8 4 H 3512124555 OK PITTSBURG 33 6N 13E operated Peggy 94H 3512124552 OK PITTSBURG 33 6N 13E operated POE 1-8 1-8 3512122569 OK PITTSBURG 8 3N 13E operated I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 127 of 140 POPE 1-21-1 3512123367 OK PITTSBURG 2 7N 12E operated POPE 2-211 3512123566 OK PITTSBURG 2 7N 12E operated Powell 15 H 3512124180 OK PITTSBURG 5 3N 12E operated Powell 2 5 H 3512124450 OK PITTSBURG 8 3N 12E operated Powell 3 5 H 3512124476 OK PITTSBURG 8 3N 12E operated Powell 4 5 H 3512124477 OK PITTSBURG 8 3N 12E operated Powell 5 5 H 3512124481 OK PITTSBURG 5 3N 12E operated PSC 3-6 3512120260 OK P117SBURG 6 6N 16E operated PSC 4-6 3512121680 OK PITTSBURG 6 6N 16E operated PSC 5-31 3512121889 OK PITTSBURG 31 7N 16E operated PSC 131 3512120252 OK PITTSBURG 31 7N 16E operated Ramona 16 H 3512124115 OK PITTSBURG 6 6N 13E operated Randall1 3512121461 OK PITTSBURG 22 5N 16E operated RANDAllO "A" #1 A 1 3512123007 OK PITTSBURG 2 4N 15E operated Reeder 1 3512123025 OK PITTSBURG 4 3N 14E operated Resh 2 8 H 3512124791 OK PITTSBURG 5 3N 12E operated Reynolds 27 H 3512124794 OK PITTSBURG 6 SN 13E operated Reynolds 3 7 H 3512124336 OK PITTSBURG 6 5N 13E operated Rhyne 122 H 3512124291 OK PITTSBURG 22 3N 12E operated Richards 5 3512123427 OK PITTSBURG 30 SN 17E operated Richards 5 3512123427 OK PITTSBURG 30 5N 17E operated Richards E 1 3512120088 OK PITTSBURG 30 SN 17E operated Richards E 2 3512120366 OK PITTSBURG 30 SN 17E operated Richards E3 3512121278 OK PITTSBURG 30 SN 17E operated Richards E4 3512121835 OK PITTSBURG 30 SN 17E operated RINER 1-91H 3512123793 OK PITTSBURG 9 7N 12E operated RODEBUSH 1-911 3512123815 OK PITTSBURG 9 6N 15E operated ROLLINGS 1-13 1 3512121112 OK PITTSBURG 13 4N 14E operated ROLLINGS I-18 C&T 001 3512121042 OK PITTSBURG 18 4N 15E operated Ronald 315 H 3512124322 OK PITTSBURG 15 5N 13E operated Rowell 11 H 3512124288 OK PITTSBURG 1 6N 12E operated RUDROW #1 1 3512122948 OK PITTSBURG 1 4N 15E operated Sandra 114 H 3512124392 OK PITTSBURG 14 3N 12E operated SCHATZMAN 1-15 1-15 3512123024 OK PITTSBURG 15 6N 13E operated SCHUMACHER 2-27H 3512123795 OK PITTSBURG 27 8N 14E operated SCHUMACHER 1-10H 3512123832 OK PITTSBURG 10 7N 14E operated SCHUMACHER 2-10H 3512124071 OK PITTSBURG 10 7N 14E operated Scott 123 3512122242 OK PITTSBURG 23 5N 15E operated Segelquist 125 3512121028 OK PITTSBURG 25 SN 15E operated Segelquist 225 3512121353 OK PITTSBURG 25 SN 15E operated Segelcuist3 3512122166 OK PITTSBURG 25 SN 15E operated Segelcuist4 3512123307 OK PITTSBURG 25 5N 15E operated Sexton 19 H 3512124069 OK PITTSBURG 9 4N 12E operated Shields 123 3512122113 OK PITTSBURG 23 3N 12E operated Shields 223 3512122643 OK PITTSBURG 23 3N 12E operated Shields 323 3512123309 OK PITTSBURG 23 3N 12E operated SILVA 4-12 3512120333 OK PITTSBURG 12 6N 15E operated Silva 2A 11 3512120332 OK PITTSBURG 11 6N SSE operated Silva 312 3512120338 OK PITTSBURG 12 6N 15E operated Silva D 111 3512120271 OK PITTSBURG 11 6N 15E operated Silva Domenick 111 3512120558 OK PITTSBURG 11 6N 15E operated SILVA, DOMENICK 1-11 3512120558 OK PITTSBURG 11 6N 15E operated Sloan 111 H 3512123968 OK PITTSBURG 11 4N 12E operated Sloan 211 H 3512124435 OK PITTSBURG 11 4N 12E operated Sloan 311 H 3512124434 OK PITTSBURG 11 4N 12E operated Smallwood 1 3512100004 OK PITTSBURG 10 4N 16E operated Smallwood 2 3512121207 OK PITTSBURG 10 4N 16E operated Smallwood 2 3512121207 OK PITTSBURG 10 4N 16E operated Smallwood 310 3512121695 OK PITTSBURG 30 4N 16E operated Smallwood 4A 3512122028 OK PITTSBURG 10 4N 16E operated Smallwood5 3512122547 OK PITTSBURG 10 4N 16E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 128 of 140 Smart 112 3512120876 OK PITTSBURG 12 4N 14E operated Smith 130 3512121041 OK PITTSBURG 30 SN 16E operated Smith 132 3512120409 OK PITTSBURG 32 4N 12E operated Smith 230 3512121361 OK PITTSBURG 30 SN 16E operated Smith 430 3512122188 OK PITTSBURG 30 SN 16E operated SNOW 1-61H 1-611 3512123835 OK PITTSBURG 6 6N 13E operated SORRELLS C-1 C-1 3512121547 OK PITTSBURG 17 3N 13E operated Stewart 2 19 H 30 3512124781 OK PITTSBURG 19 6N 13E operated Stewart 3 19 H 30 3532124782 OK PITTSBURG 19 6N 13E operated Stewart 419 H 30 3512124783 OK PITTSBURG 19 6N 13E operated Stewart 5 19 H 3512124784 OK PITTSBURG 19 6N 13E operated Stine #3-4 3-4 3512100000 OK PITTSBURG 4 4N 17E operated STIPE(SEC 17) 003-17 3512122768 OK PITTSBURG 17 4N SSE operated Stipe 13 H 3512123963 OK PITTSBURG 3 4N 12E operated STIPE 1-31H 1-314 3512124287 OK PITTSBURG 10 SN 14E operated Sundown 120 3512123463 OK PITTSBURG 20 4N 12E operated Sundown 220 H 3512124358 OK PITTSBURG 20 4N 12E operated Sundown Ranch 117 H 3512123850 OK PITTSBURG 17 4N 12E operated Sundown Ranch 217 H 3512124387 OK PITTSBURG 20 4N 12E operated Testa Joe 1 3512121450 OK PITTSBURG 20 SN 16E operated Testa Joe 220 3512122272 OK PITTSBURG 20 SN 16E operated Testa Sara 121 3512121876 OK PITTSBURG 21 SN 16E operated THORNE I-8 1-8 3512120850 OK PITTSBURG 8 3N 13E operated THORNTON UNIT 001 3512160038 OK PITTSBURG 5 SN 13E operated Tracy 17 3512123572 OK PITTSBURG 7 SN 12E operated Trekkel113 3512120380 OK PITTSBURG 13 7N 18E operated Turney 3512120189 OK PITTSBURG 3 4N 15E operated US Government 128 3512130004 OK PITTSBURG 28 SN 17E operated US Government 228 3512121402 OK PITTSBURG 28 SN 17E operated US Government 27 2 3512120625 OK PITTSBURG 27 SN 16E operated US Government 274 3512121919 OK PITTSBURG 27 SN 16E operated US Government 3 28 3512121807 OK PITTSBURG 28 SN 17E operated US Government 5 28 3512121905 OK PITTSBURG 28 SN 17E operated USA 3512120177 OK PITTSBURG 35 SN 16E operated USA 235 3512121920 OK PITTSBURG 35 SN 16E operated USA 3512122054 OK PITTSBURG 35 SN 16E operated USA 527 Low 3512123525 OK PITTSBURG 27 5N 16E operated VANDEVEER 2-19 2-19 3512122973 OK PITTSBURG 19 SN 12E operated VANDEVER UNIT I9-1 19-1 3512130052 OK PITTSBURG 19 SN 12E operated Vanpelt 117 3512122299 OK PITTSBURG 17 6N 13E operated Vanpelt 118 3512122359 OK PITTSBURG 18 6N 13E operated Verner 1 3 3512123090 OK PITTSBURG 3 SN 13E operated Verner 23H 3512124464 OK PITTSBURG 3 SN 13E operated WAGNON 1-2 3512120985 OK PITTSBURG 2 SN 17E operated WALLACE#2 2 3512122481 OK PITTSBURG 16 4N 17E operated Walls 1-34 1-34 3512123429 OK PITTSBURG 34 6N 12E operated WALRATH 2-11H 3512123338 OK PITTSBURG 11 7N 12E operated Ward 232 3512121433 OK PITTSBURG 32 3N 12E operated Webber A 118 3512121331 OK PITTSBURG 18 5N 17E operated WEBER 1-6 1-6 3512122687 OK PITTSBURG 6 6N 13E operated Welch Lillie 2 21 3512121572 OK PITTSBURG 21 5N 16E operated Welch Lillie 3 21 3512122127 OK P117SBURG 21 SN 16E operated Welch Lillie 421 3512122501 OK PITTSBURG 21 5N 16E operated WELCH, LILLIE UNIT 001 3512120391 OK PITTSBURG 21 SN 16E operated Westbrook 135 3512123578 OK PITTSBURG 35 SN 16E operated White W E A 1 3512120015 OK PITTSBURG 29 7N 18E operated WHITE, W ERLE, UNIT /A/ 0002 3512121259 OK PITTSBURG 29 7N 18E operated WHITEHEAD 1-13 3512122464 OK PITTSBURG 13 7N 13E operated WHITEHEAD 2-13 3512122559 OK PITTSBURG 13 7N 13E operated Wilkinson 1 3512122499 OK PITTSBURG 22 5N 15E operated Willa Ely 133 H 3512124121 OK PITTSBURG 33 4N 12E operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 129 of 140 Willa Ely 3 33 H 3512124532 OK PITTSBURG 28 4N 12E operated Willa Ely 4 33 H 3512124533 OK PITTSBURG 28 4N 12E operated Willa Ely 33 H 3512124534 OK PITTSBURG 28 4N 12E operated Wilson 123 3512123447 OK PITTSBURG 23 SN 13E operated Wilson 2 23 H 3512124442 OK PITTSBURG 23 SN 13E operated Wilson 3 23 H 3512124789 OK PITTSBURG 14 SN 13E operated Wilson 4 23 H 3512124790 OK PITTSBURG 14 SN 13E operated Windle 128 H 3512123782 OK PITTSBURG 28 4N 12E operated WINLOCK 1-36H 3512123563 OK PITTSBURG 36 SN 12E operated Zipperer 3512121396 OK PITTSBURG 32 4N 17E operated EAST FITTS UNIT 021H-09 3512305232 OK PONTOTOC 22 2N 7E operated Beals 426 3512922178 OK ROGER MILLS 26 16N 23W operated Bentley 120 3512922076 OK ROGER MILLS 20 15N 22W operated Bentley 220 3512922207 OK ROGER MILLS 20 ISN 22W operated Bauder 213 3512921478 OK ROGER MILLS 13 12N 21W operated Billau 113 3512920807 OK ROGER MILLS 13 12N 21W operated Boulware Gertrude 113 3512921514 OK ROGER MILLS 13 14N 21W operated Burrows Robert D 133 3512921428 OK ROGER MILLS 33 13N 21W operated Burrows Robert D 233 3512922119 OK ROGER MILLS 33 13N 21W operated Burrows Robert D 333 3512922183 OK ROGER MILLS 33 13N 21W operated BURROWS, ROBERT D ET U% 003-33 3512922183 OK ROGER MILLS 33 13N 21W operated Carlton R R 1 3512920474 OK ROGER MILLS 34 16N 21W operated Carlton R R 2 3512920685 OK ROGER MILLS 34 16N 21W operated Carlton R R 3 34 3512921191 OK ROGER MILLS 34 16N 21W operated Carlton R R 434 3512921797 OK ROGER MILLS 34 16N 21W operated Carlton R R 5 34 3512921956 OK ROGER MILLS 34 16N 21W operated Carlton R R 634 3512922185 OK ROGER MILLS 34 16N 21W operated Clark Ray A 112 3512921565 OK ROGER MILLS 12 13N 21W operated Clements 111 3512921509 OK ROGER MILLS 11 13N 21W operated Cobb 121 3512922033 OK ROGER MILLS 21 15N 23W operated Cobb 128 3512922104 OK ROGER MILLS 28 15N 23W operated Cobb4 15 3512921975 OK ROGER MILLS 15 15N 23W operated Cobb 515 3512922043 OK ROGER MILLS 15 15N 23W operated Cobb 615 3512922107 OK ROGER MILLS 15 15N 23W operated DAVIS/SEC 10/ (AMOCO) 1 3512922330 OK ROGER MILLS 10 12N 25W operated Dean Margaret 131 3512920775 OK ROGER MILLS 31 15N 21W operated DRAGON/SEC 1S/ 0001-15 3512922277 OK ROGER MILLS 15 12N 25W operated Edwards 412 3512922187 OK ROGER MILLS 12 12N 22W operated Eubanks 129 3512921254 OK ROGER MILLS 29 15N 22W operated Eubanks 229 3512922203 OK ROGER MILLS 29 15N 22W operated Eubanks 3 29 3512922572 OK ROGER MILLS 29 15N 22W operated Flick Maisie 132 3512920840 OK ROGER MILLS 32 15N 21W operated GWARTNEY/SEC 30/ 002-30 3512921122 OK ROGER MILLS 30 14N 22W operated Gwartney 130 3512920849 OK ROGER MILLS 30 14N 22W operated Gwartney 230 3512921122 OK ROGER MILLS 30 14N 22W operated Gwartney 430 3512922189 OK ROGER MILLS 30 14N 22W operated Hay 1132 3512922343 OK ROGER MILLS 32 15N 22W operated Hay 832 3512922243 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 1 3512920649 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 232 3512921543 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 3 32 3512921627 OK ROGER MILLS 32 ISN 22W operated Hay Minnie Hayden 432 3512921769 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 5 32 3512921984 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 632 3512922184 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 7 32 3512922206 OK ROGER MILLS 32 15N 22W operated Hay Minnie Hayden 9 32 3512922276 OK ROGER MILLS 32 15N 22W operated Heather 141 3512921412 OK ROGER MILLS 14 13N 21W operated Heather 151 3512921370 OK ROGER MILLS 15 13N 21W operated JACOBS/SEC 22/ 003-22 3512921214 OK ROGER MILLS 22 ISN 22W operated JACOBS/SEC 22/ 008-22 3512922362 OK ROGER MILLS 22 15N 22W operated Jacobs 222 3512921136 OK ROGER MILLS 22 15N 22W operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 130 of 140 Jacobs 322 3512921214 OK ROGER MILLS 22 15N 22W operated Jacobs 422 3512921619 OK ROGER MILLS 22 15N 22W operated Jacobs 5 22 R 3512921779 OK ROGER MILLS 22 15N 22W operated Jacobs 622 3512921831 OK ROGER MILLS 22 15N 22W operated Jacobs 722 3512922197 OK ROGER MILLS 22 15N 22W operated Jacobs 822 3512922362 OK ROGER MILLS 22 15N 22W operated Jacobs 922 3512922513 OK ROGER MILLS 22 15N 22W operated Jacobs Florence B 1 3512920660 OK ROGER MILLS 22 15N 22W operated Lorena 18 3512921944 OK ROGER MILLS 8 14N 23W operated MADDUX, JAMES AJR/SEC 28/ 001-28 3512921946 OK ROGER MILLS 28 14N 23W operated McClellan 211 3512920434 OK ROGER MILLS 21 15N 23W operated McClellan 212 3512921213 OK ROGER MILLS 21 15N 23W operated McClellan 213 3512921610 OK ROGER MILLS 21 15N 23W operated McClellan 214 3512921696 OK ROGER MILLS 21 15N 23W operated McClellan 215 3512921981 OK ROGER MILLS 21 15N 23W operated McClellan 216 3512921991 OK ROGER MILLS 21 15N 23W operated MERRICK/SEC 12/ 001 3512920980 OK ROGER MILLS 12 12N 22W operated Merrick 112 3512920980 OK ROGER MILLS 12 12N 22W operated Moore NettieA 11 3512920581 OK ROGER MILLS 2 15N 21W operated Moore NettieA 2 3512921291 OK ROGER MILLS 2 15N 21W operated Moore Nettie A3 3512922148 OK ROGER MILLS 2 15N 21W operated Moore Nettie A 42 3512922241 OK ROGER MILLS 2 15N 21W operated Quattlebaum 1 3512920617 OK ROGER MILLS 1 15N 21W operated Quattlebaum 2 3512921251 OK ROGER MILLS 1 15N 21W operated Quattlebaum 41 3512922251 OK ROGER MILLS 1 15N 21W operated Quattlebaum Marvin 12 3512921434 OK ROGER MILLS 2 15N 21W operated QUATTLEBAUM, MARVIN 001-2 3512921434 OK ROGER MILLS 2 15N 21W operated Rose Jack 120 3512921541 OK ROGER MILLS 20 15N 22W operated Sara 213 3512921462 OK ROGER MILLS 13 15N 23W operated Smith 115 3512920522 OK ROGER MILLS 15 15N 23W operated Smith 215 3512921393 OK ROGER MILLS 15 15N 23W operated Smith 315 3512921840 OK ROGER MILLS 15 15N 23W operated Smith Roy C 1 3512920666 OK ROGER MILLS 29 15N 21W operated Stamper Rosa 129 3512921542 OK ROGER MILLS 29 15N 22W operated Stamper Rosa 2 29 3512922221 OK ROGER MILLS 29 ISN 22W operated Stamper Rosa 3 29 3512922354 OK ROGER MILLS 29 15N 22W operated State 116 3512920559 OK ROGER MILLS 16 ISN 23W operated Stranahan1 3512920636 OK ROGER MILLS 29 15N 22W operated Switzer Larry 1 3512920549 OK ROGER MILLS 35 16N 21W operated Switzer Larry 2 3512921544 OK ROGER MILLS 35 16N 21W operated Switzer Larry 3 3512922267 OK ROGER MILLS 35 16N 21W operated SWITZER, LARRY/SEC 35/ 2 3512921544 OK ROGER MILLS 35 16N 21W operated Thomas 320 3512922312 OK ROGER MILLS 20 15N 22W operated Thomas 420 3512922537 OK ROGER MILLS 20 15N 22W operated Thomas HA 128 3512920517 OK ROGER MILLS 28 15N 22W operated Thomas H A228 3512921373 OK ROGER MILLS 28 15N 22W operated Thomas H A B 1 3512920603 OK ROGER MILLS 20 ISN 22W operated Thomas H A B 2 3512921183 OK ROGER MILLS 20 15N 22W operated Thomas H A B 5 3512922561 OK ROGER MILLS 20 15N 22W operated THOMAS, HA/SEC 28/ 002-28 3512921373 OK ROGER MILLS 28 15N 22W operated Walker Opal S 129 3512921873 OK ROGER MILLS 29 15N 22W operated WESNER/SEC 12/ 002-12 3512922291 OK ROGER MILLS 12 12N 22W operated Wesner 212 3512922291 OK ROGER MILLS 12 12N 22W operated Yoxsimer 115 3512920757 OK ROGER MILLS 15 15N 22W operated YOXSIMER 2/SEC 15/ 002 3512921216 OK ROGER MILLS 15 15N 22W operated Yoxsimer 215 3512921216 OK ROGER MILLS 15 15N 22W operated Yoxsimer 515 3512921964 OK ROGER MILLS 15 15N 22W operated Yoxsimer 615 3512921997 OK ROGER MILLS 15 15N 22W operated Yoxsimer 715 3512922050 OK ROGER MILLS 15 15N 22W operated Brady K 1 3513520039 OK SEQUOYAH 33 SIN 27E operated DUVALL UNIT 1-7 3513520197 OK SEQUOYAH 7 JON 26E operated f 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 131 of 140 HALLUM UNIT 2-4 3513520156 OK SEQUOYAH 4 ION 26E operated Hawkins 1 3513520075 OK SEQUOYAH 16 11N 27E operated Hawkins2 3513520170 OK SEQUOYAH 16 11N 27E operated JOHNSON BALLENTINE UNIT 1-14 3513520005 OK SEQUOYAH 14 SON 26E operated MIZE#2 2 3513520312 OK SEQUOYAH 6 SON 27E operated Mize 1 3513520045 OK SEQUOYAH 6 SON 27E operated MORGAN 2-6 3513520360 OK SEQUOYAH 6 SON 26E operated Morgan 1 3513520046 OK SEQUOYAH 6 ION 26E operated Rogers M 1 3513520017 OK SEQUOYAH 32 11N 27E operated Rogers M 2 3513520181 OK SEQUOYAH 32 11N 27E operated WATTS UNIT #1-4 1-4 3513520252 OK SEQUOYAH 4 ION 26E operated GOODWIN, C. S., WELL #4 004 3513702503 OK STEPHENS 10 15 4W operated GREEN UNIT 001 3513721663 OK STEPHENS 8 15 4W operated LUBELL, B I UNIT 001 3513730064 OK STEPHENS 30 2N 5W operated LUBELL, B I UNIT 002U 3513724823 OK STEPHENS 30 2N SW operated N ALMA DEESE UNIT 001-48 3513702458 OK STEPHENS 9 35 4W operated REICHMAN 001-30 3513724493 OK STEPHENS 30 2N 5W operated SHILLING 002-29 3513724986 OK STEPHENS 29 2N 5W operated SWANSON 001 3513725493 OK STEPHENS 25 2N 6W operated CRISTAL/SEC 24/ 001-24 3514921222 OK WASHITA 24 8N 15W operated EDLER/SEC 19/ 0001 3514920396 OK WASHITA 19 11N 19W operated HINKLE, ANN/SEC 4/ 001 3514920238 OK WASHITA 4 11N 20W operated HUTSON /SEC S/ 0001-8 3514920426 OK WASHITA 8 11N 19W operated Hutson 18 3514920426 OK WASHITA 8 11N 19W operated Pritchard 141 3514921241 OK WASHITA 14 8N 15W operated Spieker 1 3514900073 OK WASHITA 12 11N 20W operated Twyman 318 3514920860 OK WASHITA 18 11N 19W operated HARRIS 1-6 3500520295 OK ATOKA 6 2N 12E non -operated PRATHER 1H-7 3500520297 OK ATOKA 7 2N 12E non -operated PRATHER 1H-8 3500520354 OK ATOKA 8 2N 12E non -operated RHEA IH -29 Eff 4/09 TIK 3500520316 OK ATOKA 20 2N 12E non -operated Osborne Gas Unit"C" 3500724209 OK BEAVER 20 4N 23E non -operated ATCHLEY 1-34/GAS 3500921363 OK BECKHAM 34 11N 26W non -operated BAKER 9-36H/GAS 3500921777 OK BECKHAM 36 11N 26W non -operated BETTY SITES #1-27 3500921241 OK BECKHAM 27 11N 25W non -operated Brady 1-25H GAS 3500921834 OK BECKHAM 24 11N 26W non -operated BW 1-16 3500921265 OK BECKHAM 16 SON 25W non -operated Carl #I -2H 3500921847 OK BECKHAM 2 SON 26W non -operated Carlson 1-23 3500921510 OK BECKHAM 23 11N 26W non -operated Carolyn 1-23 3500921347 OK BECKHAM 23 11N 26W non -operated Chervenka 1-15 (Temp) 3500921334 OK BECKHAM 15 ION 25W non -operated CUPPA 3500920168 OK BECKHAM 34 ION 26W non -operated Derald l0-36H/GAS 3500921832 OK BECKHAM 36 11N 26W non -operated DOBSON RANCH 1 & 2-31/TIK 3500921466 OK BECKHAM 31 SSN 26W non -operated Edgarl-25 3500921279 OK BECKHAM 25 SSN 26W non -operated Eugene 1-3 3500921461 OK BECKHAM 3 SON 26W non -operated Finnell 1&2-16 3500921738 OK BECKHAM 16 ION 25W non -operated Floral -23 3500921436 OK BECKHAM 23 ION 25W non -operated Granny D 1-3 3500921528 OK BECKHAM 3 ION 26W non -operated Heinsohn 4-30-2510H BPO GAS 3500921891 OK BECKHAM 4 ION 25W non -operated Henson IH -34 BPO GAS 3500921942 OK BECKHAM 34 11N 25W non -operated HERSCHEL/SEC 24/ 3500921268 OK BECKHAM 24 11N 26W non -operated JANICE 1-10 3500921881 OK BECKHAM 30 ION 25W non -operated John 1-2H GAS 3500921845 OK BECKHAM 2 ION 26W non -operated Johnson 20-11-25 10H GAS 3500921909 OK BECKHAM 29 11N 25W non -operated Johnson 29-11-25 10H GAS BPO 3500921906 OK BECKHAM 29 11N 25W non -operated Kathy 1-1 3500921860 OK BECKHAM 36 11N 26W non -operated LEON #1-35 3500921254 OK BECKHAM 35 11N 25W non -operated LONSDALE/SEC 6 3500921411 OK BECKHAM 6 ION 26W non -operated MANDRELL/ST MARY/ 3500921121 OK BECKHAM 30 11N 25W non -operated McGuire 31-11-2512H BPO GAS 3500921926 OK BECKHAM 6 SON 25W non -operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 132 of 140 MERIT I-5 3500921409 OK BECKHAM 5 ION 26W non -operated NATIVE DANCER 1-6 CANCEL 3500921730 OK BECKHAM 6 ION 26W non -operated NORMA I -34H /GAS 3500921853 OK BECKHAM 27 11N 26W non -operated Pinkston 4-24 3500921501 OK BECKHAM 24 12N 21W non -operated Roberts 2-24 (Dominion) 3500921405 OK BECKHAM 24 11N 26W non -operated SAGE 1-34H/SM ENERGY/GAS 3500921954 OK BECKHAM 34 11N 26W non -operated Sue 1-23 3500921293 OK BECKHAM 23 11N 26W non -operated TGL 1-32(JOA)CANCEL 3500921431 OK BECKHAM 32 11N 26W non -operated TIPTON M3-29 3500921037 OK BECKHAM 29 11N 25W non -operated Tipton 20-11-2512H GAS 3500921908 OK BECKHAM 29 11N 25W non -operated Tipton 21-11-251011 BPO GAS 3500921915 OK BECKHAM 28 11N 25W non -operated Twin 1-32 3500921391 OK BECKHAM 32 11N 25W non -operated TYLER B#1-25/GAS 3500921244 OK BECKHAM 25 11N 26W non -operated WALNE#1-2 CANCEL 3500921234 OK BECKHAM 2 ION 25W non -operated Webb 2-25 3500921445 OK BECKHAM 25 12N 21W non -operated MELTON I-3/ST MARY/TIK 3501523086 OK CADDO 3 6N 11W non -operated MERCER -FOR -MAYOR 3501522500 OK CADDO 32 6N 9W non -operated BALM 111-14 CANCELLED 3502920812 OK COAL 14 2N 11E non -operated Bullock 1H, 2H, 311-15 TIK 3502920922 OK COAL 22 2N IOE non -operated Bullock SH -10 3502920845 OK COAL 10 2N 10E non -operated CARMAN 3-11 CANCELLED 3502920909 OK COAL 11 1N 10E non -operated Cody 1H-1 CANCELLED 3502920852 OK COAL 12 2N 9E non -operated Coffee 111-12 3502920844 OK COAL 12 2N 9E non -operated COSGROVE SH, 2H, 3H -27 -GAS 3502920800 OK COAL 27 2N IIE non -operated COSPER 29-1H(TIK) CANCELLED 3502920916 OK COAL 32 3N 11E non -operated CUNNINGHAM 1-13 CANCELLED 3502920162 OK COAL 13 3N 11E non -operated CUNNINGHAM 1H-18 3502920842 OK COAL 18 2N 11E non -operated CW JOHNSTON 1-6 3502900148 OK COAL 6 1N 10E non -operated Dempsey 11-1-19 TIK 11/08 3502920877 OK COAL 19 2N 10E non -operated ENGLISH 111-16 3502920770 OK COAL 16 1N 30E non -operated ENNI51-11H CANCELLED 3502920789 OK COAL 11 2N ILE non -operated ENNIS 5-12 3502920983 OK COAL 12 2N 11E non -operated GOODMAN 1-1 3502920140 OK COAL 1 3N ILE non -operated HALL 3, 4, 5-34H CANCELLED 3502920918 OK COAL 34 3N 11E non -operated HALL STATE 34-1H 3502920874 OK COAL 34 3N 11E non -operated HARLOW CUNNINGHAM 1-13H BPO 3502921129 OK COAL 12 3N ILE non -operated HUGHES 2-34 3502900344 OK COAL 34 1N 9E non -operated Ilberry 1H-1 3502920787 OK COAL 1 2N SSE non -operated Jump 1-18 CANCELLED 3502920707 OK COAL 18 15 11E non -operated LEMONS 12-25H 3502920607 OK COAL 25 3N 11E non -operated MCNUTT 2-4 3502921116 OK COAL 9 3N 11E non -operated MOWDY 1-22H CANCELLED 3502920804 OK COAL 22 2N SSE non -operated MOWDY 1-23 CANCELLED 3502920794 OK COAL 23 2N 11E non -operated MOWDY 111-15 CANCELLED 3502920868 OK COAL 22 2N 11E non -operated Naomi IH -1-A 3502920867 OK COAL 12 2N ICE non -operated PASQUALI 1-30H CANCELLED 3502920850 OK COAL 30 3N 11E non -operated PASQUALI I-36 3502921037 OK COAL 25 3N 10E non -operated Pasquali 1H-6 3502920865 OK COAL 7 2N 11E non -operated PERRY 2H, 3H, 4H, SH -12 3502920960 OK COAL 1 2N SDE non -operated PRINGLE 1-13 3502920746 OK COAL 13 IN 10E non -operated ROGERS TRUST I -26H 3502920761 OK COAL 26 3N SOE non -operated SIDMORE 11-35H 3502920798 OK COAL 35 3N 11E non -operated TRENTHAM 11-1-16 3502920823 OK COAL 9 2N 11E non -operated VICTOR 1-7; ANN BEY 2-7 CANCEL 3502920718 OK COAL 7 1N 30E non -operated WILSON 1H-32 CANCELLED 3502920776 OK COAL 32 2N LIE non -operated Woodruff 1H-12 3502920843 OK COAL 12 1N 11E non -operated Bauder 6-20 3503922135 OK CUSTER 20 12N 20W non -operated Haggard 1-19 3503922026 OK CUSTER 19 14N 19W non -operated CALKINS, TRIGG RI-12(EXOK) 3504320683 OK DEWEY 12 17N 18W non -operated CHEROKEE N1-32 MEWBOURNE 3504323011 OK DEWEY 32 16N 20W non -operated TULLIS 33-1H BPO/GAS 3504323118 OK DEWEY 33 16N 20W non -operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 133 of 140 BOST-HAYES /SLD/SOLD 3504924061 OK GARVIN 27 4N 3W non -operated FRANKENBURG-LINSAY/SLD/SOLD 3504924081 OK GARVIN 6 4N 3W non -operated MOORE, H K 3504924161 OK GARVIN 16 4N 3W non -operated OLEDA /SLD/SOLD 3504923769 OK GARVIN 8 3N 3W non -operated SHAWSHEE /SLD/SOLD 3504924041 OK GARVIN 9 4N 3W non -operated SHAWSHEE I-9 3504924041 OK GARVIN 9 4N 3W non -operated CLEMENTE /SLD/SOLD 3505122839 OK GRADY 13 SN 5W non -operated BRASHEARS 1000-W 0 C UNIT -JOA 3506120003 OK HASKELL 13 8N 19E non -operated BURGE#3 3506121206 OK HASKELL 31 8N 21E non -operated CARSON #1-30 TIK 3506120117 OK HASKELL 30 1ON 23E non -operated DONNAJO#1 3506120639 OK HASKELL 23 7N 19E non -operated EMIL HOLT NO.1 UNIT 3506120001 OK HASKELL 20 SN 21E non -operated FLOYD#1-27 3506120486 OK HASKELL 27 9N 23E non -operated FRANKLIN BRYANT UNIT 3506130017 OK HASKELL 20 8N 20E non -operated FURROW 3506120329 OK HASKELL 22 7N 21E non -operated HIGHTOWER#1-33 IT)TIK 3506121128 OK HASKELL 33 8N 21E non -operated HIGHTOWER A"#2-33 TIK 3506120773 OK HASKELL 33 8N 21E non -operated JUDYANN#1-28 APO/ORRI 3506120848 OK HASKELL 28 SN 19E non -operated KING #2-8 3506121917 OK HASKELL 8 SN 18E non -operated KING A"#1-8 3506120246 OK HASKELL 8 SN 18E non -operated LIZABELL REES#2 3506130075 OK HASKELL 23 8N 22E non -operated MCCURTAIN UNIT 3506121055 OK HASKELL 22 BN 22E non -operated MIDGLEY UNITWELL#2 3506121355 OK HASKELL 4 7N 20E non -operated NORTH STAR AREA 3507920007 OK HASKELL 13 8N 23E non -operated OVERSTREET UNIT 3506100074 OK HASKELL 12 9N 23E non -operated PANTHER HOLLOW #3 3506120859 OK HASKELL 14 7N 21E non -operated PERRYMAN 3506120331 OK HASKELL 10 8N 19E non -operated QUINTON UNIT 3506120734 OK HASKELL 20 7N 19E non -operated RAMIREZ UNIT 2-36-cancel-use3 3506122259 OK HASKELL 36 8N 22E non -operated ROSE #2-24 (CROMWELL) 3506120292 OK HASKELL 24 7N 19E non -operated Rose#5 3506121543 OK HASKELL 24 7N 19E non -operated ROSE UNIT 3506160015 OK HASKELL 24 7N 19E non -operated SLOAN UNIT#1 TIK 3506120754 OK HASKELL 6 7N 21E non -operated SNOW 2-13 temp do!/cancel 3506120874 OK HASKELL 13 7N 21E non -operated SNOW UNIT 3506120295 OK HASKELL 3 7N 19E non -operated SOUTHARD 1-21 BPO 3506122314 OK HASKELL 21 7N 19E non -operated THELMA WRIGHT UNIT 3506120822 OK HASKELL 11 7N 21E non -operated TURKEY FLAT #1-16 /UNIT/ 3506120433 OK HASKELL 16 7N 21E non -operated WEBB 1-35 TIK 3506122011 OK HASKELL 35 9N 19E non -operated WOODMORE#2-34 3506120795 OK HASKELL 34 8N 19E non -operated WOODMORE UNIT(DO NOT USE) 3506120795 OK HASKELL 34 BN 19E non -operated Abbott 1,2,3,4,5H-31 TIK 3506324061 OK HUGHES 30 SN 11E non -operated BERT 1H-26 Eff 4/09 TIK 3506323986 OK HUGHES 26 6N SSE non -operated Cattle 1H-8/CANCEL 3506323894 OK HUGHES 8 4N 11E non -operated Colleen 111-35 3506323818 OK HUGHES 35 SN 11E non -operated DAVID IH-7ETIK/CANCEL 3506324301 OK HUGHES 19 SN 11E non -operated Foster# 2,3,4,5,6,7,SH CANCEL 3506324140 OK HUGHES 36 SN 10E non -operated Foster 1-611 3506324260 OK HUGHES 6 4N 11E non -operated Genevieve 3H-36 cancel use 3506323984 OK HUGHES 36 6N 11E non -operated Hardwick 1&2 3506330055 OK HUGHES 33 6N 10E non -operated LS 1, 2, 3 &4H-12/CANCEL 3506324005 OK HUGHES 1 SN 11E non -operated Martin 1H -15E 3506324275 OK HUGHES 15 SN 11E non -operated MELVIN 2-20 CANCELLED 3506324063 OK HUGHES 17 4N 13E non -operated Morris SH -3 3506323809 OK HUGHES 3 4N 11E non -operated Morris 211-21 3506323754 OK HUGHES 21 4N 11E non -operated Patterson IH -35 3506323917 OK HUGHES 35 6N SSE non -operated Patterson 3H-31 3502920907 OK HUGHES 6 3N 11E non -operated Reeder 2H-10 cancel use 8 3506323931 OK HUGHES 10 4N SSE non -operated Sanford 1H-28 3506324004 OK HUGHES 28 4N 10E non -operated Schueler 1-14H 3506323837 OK HUGHES 14 4N 11E non -operated Smith 1H, 3H & 4H-28 TIK 3506323968 OK HUGHES 21 4N 11E non -operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 134 of 140 Stuart 1H-13 3506324282 OK HUGHES 24 SN SSE non -operated Summers 5H-27 3506323999 OK HUGHES 22 4N 11E non -operated Tipton 111-23 3506323785 OK HUGHES 23 4N 10E non -operated Turpin 1H-35 3502921112 OK HUGHES 2 3N 10E non -operated Whitlow SH, 2H, 3H& 4H 3506324267 OK HUGHES 22 4N 10E non -operated Whitlow 411-27 CANCELLED 3506323954 OK HUGHES 27 4N 10E non -operated WOODRUFF #1-23 3506323400 OK HUGHES 23 5N 10E non -operated ADAMSC 3507720314 OK LATIMER 33 6N 19E non -operated ADAMS UNIT 3507730052 OK LATIMER 33 6N 19E non -operated ADAMS UNIT#3 3507721797 OK LATIMER 6 SN 21E non -operated ALFORDA 3507720514 OK LATIMER 15 SN 21E non -operated B&W MCFERRAN#1-34 CANCEL 3507720774 OK LATIMER 34 7N 22E non -operated B&W Ryan 2-6(BPO) 3507721600 OK LATIMER 2 6N 21E non -operated BARNES 2-9 3515121691 OK LATIMER 9 23N 15W non -operated BRATTON#1 3507720355 OK LATIMER 4 6N 19E non -operated BROWNE, CLAYTON UNIT/EXXON/ 3507730020 OK LATIMER 3 6N 19E non -operated BROWNE,CLAYTON/MOBL 3507720082 OK LATIMER 10 6N 19E non -operated CALDRON#7 3507721070 OK LATIMER 23 SN 17E non -operated CAU CRON 5 USE 402696-8 3507720807 OK LATIMER 26 SN 17E non -operated CLAWSON #2-9 (BPO) 3507720551 OK LATIMER 9 6N 19E non -operated CLAYTON BROWNE UT S USE SEQ 3 3507730020 OK LATIMER 3 6N 19E non -operated CLEAR CREEK 3507721095 OK LATIMER 29 SN 20E non -operated COBLENTZ#5 /JOA/ 3507720515 OK LATIMER 27 7N 19E non -operated COBLENTZ UNIT 3507720377 OK LATIMER 27 7N 19E non -operated COBLENTZ UNIT (W2 Sec 27#4) 3507720428 OK LATIMER 27 7N 19E non -operated COBLENTZ, L M #5 /QUESTAR/ 3507721115 OK LATIMER 4 6N 19E non -operated COLLEGE UNIT MA 3507700554 OK LATIMER 18 SN 19E non -operated COLLINS #1-9 (BPO) (CANCEL) 3507720403 OK LATIMER 9 6N 18E non -operated COSTILOW /SAMSON/ 3507720794 OK LATIMER 14 SN 18E non -operated COX/CHESAPEAKE/ 3507720702 OK LATIMER 33 5N 20E non -operated DARBY/JMC/ /JOA/ 3507720565 OK LATIMER 23 SN 17E non -operated EAST OKLA A&M cancel use 3507730041 OK LATIMER 31 6N 19E non -operated EDGAR S. WOODS 3507760003 OK LATIMER 4 SN 18E non -operated ERLAINE WHEELER (DEEP) SEC.25 3507720612 OK LATIMER 36 SN 19E non -operated ERLE WHITE/B/#2(BPO) 3507720532 OK LATIMER 17 6N 18E non -operated FABRO UNIT MA 3507721713 OK LATIMER 13 6N 22E non -operated FAZEKAS 1-32 3507721240 OK LATIMER 32 6N 18E non -operated Foster Unit#2 (TIK) 3507721490 OK LATIMER 15 6N 20E non -operated GALLAGHER, WILLIAM UNIT #3&5 3507720700 OK LATIMER 14 6N 21E non -operated GOLDEN #3-10 TIK 3507721181 OK LATIMER 10 4N 20E non -operated H & H CATTLE 3507720638 OK LATIMER 31 SN 20E non -operated H&HCattle Co. A#2-31 3507721252 OK LATIMER 31 SN 20E non -operated HEITNER#2 3507720913 OK LATIMER 13 5N 19E non -operated HICKMAN, RAY #1-34 3507721134 OK LATIMER 34 6N 18E non -operated IVEY#1 3507721602 OK LATIMER 6 SN 20E non -operated JANKOWSKY TRUST#1 3507721638 OK LATIMER 32 6N 20E non -operated JULIA#1 3507720368 OK LATIMER 16 6N 18E non -operated KILPATRICK UT 1-29 BP (TIK) 3507730045 OK LATIMER 29 6N 19E non -operated L.M. COBLENTZ UNIT#1 3507720044 OK LATIMER 4 6N 19E non -operated LAMB/CHEASPEAKE/ 3507720713 OK LATIMER 14 4N 20E non -operated MARY WHITE UT WELLS 1,3&5(JOA) 3507721067 OK LATIMER 8 6N 18E non -operated McCullough #2-3 BPO 3507720945 OK LATIMER 3 6N 21E non -operated MCFERRAN 3507721064 OK LATIMER 26 7N 22E non -operated MCKEOWN UNIT 3507720111 OK LATIMER 20 SN 19E non -operated MELONE 3R 3507721808 OK LATIMER 31 6N 21E non -operated MIDDLE MOUNTAIN #2-36 3507720888 OK LATIMER 36 4N 20E non -operated music #3/Chesapeake/ 3507721510 OK LATIMER 23 6N 20E non -operated PARKER/SAMSON/ 3507720037 OK LATIMER 24 6N 17E non -operated PERRY ROWE UNIT 3507720474 OK LATIMER 30 7N 20E non -operated PINE LAKE 3507720349 OK LATIMER 24 6N 17E non -operated PUCKETT 3507721350 OK LATIMER 15 SN 19E non -operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 135 of 140 REBA#1 BPO 3507721166 OK LATIMER 34 6N 18E non -operated REEVES #1-6 3507720944 OK LATIMER 6 3N 20E non -operated ROBBERS CAVE#1/U NIT PET/ 3507720894 OK LATIMER 18 6N 19E non -operated SATORI I&4-27(CU ESTAR) 3507721210 OK LATIMER 27 6N 18E non -operated SCHWEGMAN UNIT 3507760080 OK LATIMER 28 7N 19E non -operated SECOR 3507720812 OK LATIMER 28 4N 21E non -operated SHERD #1 TIK 3507721691 OK LATIMER 3 5N 19E non -operated SMALLWOOD 3507720975 OK LATIMER 3 4N 20E non -operated SPANGLER#2-24 /TEXACO/ 3507721001 OK LATIMER 24 SN 19E non -operated SPARKS#1 3507721447 OK LATIMER 1 4N 17E non -operated STATE A"#1-13 TIK 3507721288 OK LATIMER 13 6N 18E non -operated TURNER/CHESAPEAKE/ 3507720657 OK LATIMER 33 SN 20E non -operated VARNUM, GUY UNIT #2-25 3507721118 OK LATIMER 25 5N ISE non -operated Wartick #3 (TIK) Not used 3507721715 OK LATIMER 9 5N SSE non -operated WATTS RANCH 3507721323 OK LATIMER 2 4N 18E non -operated WEAVER#1 3507720470 OK LATIMER 16 6N 19E non -operated WEAVER (USE 19157500-00001) 3507720988 OK LATIMER 8 6N 19E non -operated Weaver C 9-5(TIK) 3507721325 OK LATIMER 5 6N 19E non -operated WEAVER F#6(TIK) 3507721199 OK LATIMER 8 6N 19E non -operated WEAVER F#7(use seq 4) 3507721200 OK LATIMER 8 6N 19E non -operated WEAVER, DOVI E/F/UNIT 3507720435 OK LATIMER 8 6N 19E non -operated WEAVER,DOVIE C#8 CANCEL USE 3507721217 OK LATIMER 5 6N 19E non -operated WHITE B8-3 3507721747 OK LATIMER 3 6N 18E non -operated WHITE'H-1' 3507720025 OK LATIMER 12 6N 17E non -operated WHITE J #12 (TEGR) 3507720682 OK LATIMER 7 6N 18E non -operated WHITE RANCH 3507720813 OK LATIMER 12 6N 17E non -operated WHITE UNIT/J/7-4 3507721394 OK LATIMER 18 6N 21E non -operated WHITE UT/D/WELLS I,20 3507720389 OK LATIMER 5 6N 18E non -operated WHITE UT/B/#1,2,5, 6,&7 (TIK) 3507720896 OK LATIMER 3 6N ISE non -operated WHITE, MARY UNIT 3507720627 OK LATIMER 8 6N 18E non -operated WILLIAMS/HOUSTON EXPL/#1 3507720840 OK LATIMER 23 SN 18E non -operated WILSON-MCCRAB UTWELL#1 3507720030 OK LATIMER 9 6N 18E non -operated ABERNATHY UNIT Cl 3507920352 OK LE FLORE 34 8N 23E non -operated AVERY #1-33 TIK 3507920127 OK LE FLORE 33 9N 2SE non -operated BURCH#2 3507922101 OK LE FLORE 14 7N 23E non -operated DANIEL #1-6 TIK 3507920133 OK LE FLORE 6 8N 25E non -operated DISBROW UNIT 3507920580 OK LE FLORE 6 8N 2SE non -operated FORSGREN#1-15 TIK 3507920389 OK LE FLORE 15 ION 27E non -operated GAMBLE F-1 3507920638 OK LE FLORE 5 9N 2SE non -operated GAMBLE F-2 3507920762 OK LE FLORE 5 9N 25E non -operated HAMBRICK(CAN-USE SEQ.2) 3507921069 OK LEFLORE 18 8N 27E non -operated HATTER FARMS #2-20 3507920730 OK LE FLORE 20 8N 24E non -operated KUTAIT#1-15 TIK 3507920925 OK LE FLORE 15 ION 27E non -operated MINGS/GOTHIC/ 3507920758 OK LE FLORE 16 SN 22E non -operated REED, R W 'F' UNIT/EBERLY/ 3507921834 OK LE FLORE 23 7N 23E non -operated STOUT 3507920232 OK LE FLORE 17 7N 23E non -operated STROUD#1-24 3507920101 OK LE FLORE 24 9N 24E non -operated VIRGINIA#1 TIK 3507920953 OK LE FLORE 31 ION 25E non -operated WATSON GAS UNIT (AMOCO) 3507930017 OK LE FLORE 33 SN 24E non -operated WATSON, MARVIN 3507930017 OK LE FLORE 33 8N 24E non -operated FALLON /SL)/SOLD 3508720713 OK MC CLAIN 23 SN 4W non -operated HENRY/BRENTBK/ /SLD/SOLD 3508735512 OK MC CLAIN 25 SN 4W non -operated JONES 'C' COMM (BROMIDE) UNIT 3508735555 OK MC CLAIN 32 SN 4W non -operated Elliot Davis 3512121454 OK PITTSBURG 31 4N 17E non -operated Adams 1H-18 3512124505 OK PITTSBURG 18 5N 12E non -operated ANDERSON, KATHLEEN UNIT 3512120079 OK PfFTSBURG 19 SN 17E non -operated ASHLAND 2-5 3512120478 OK PITTSBURG 5 3N 12E non -operated Barnett 11-1-19 CANCELLED 3512123719 OK PITTSBURG 19 SN 13E non -operated BERNARDWONES#1-30 3512120680 OK PITTSBURG 10 SN 16E non -operated BOWLES 3512122119 OK PITTSBURG 22 5N 16E non -operated BOYD#1-7 TIK 3512123382 OK PITTSBURG 7 6N 16E non -operated I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 136 of 140 BRAZIL#2-24 3512123140 OK PITTSBURG 24 4N 15E non -operated BRITTNEY#1-33 TIK 3512123209 OK PITTSBURG 33 7N 14E non -operated BROWNE#1-23H TIK 3512120379 OK PITTSBURG 4 7N 17E non -operated CABLE #1-22 3512123149 OK PITTSBURG 22 4N 15E non -operated Cable 2APO (W1)/canc 3512121518 OK PITTSBURG 13 4N 14E non -operated CALM 1H-25ETIK 3512124427 OK PITTSBURG 24 6N 12E non -operated CARGILL 1H -25W TIK 3512124430 OK PITTSBURG 24 6N 12E non -operated CARNEY#2-28 3512124073 OK PITTSBURG 28 4N ISE non -operated CASEY 3-11 3512122415 OK PITTSBURG 11 3N 12E non -operated CASTEEL, CHARLES W LIT #1&2-A 3512121887 OK PITTSBURG 32 SN 17E non -operated Castellon 1H-27 3512124540 OK PITTSBURG 27 6N 14E non -operated Churchill 1 -26H -BP TIK 3512124100 OK PITTSBURG 26 6N 14E non -operated CITY OF HARTSHORNE UNIT 3512120155 OK PITTSBURG 6 4N 17E non -operated Clemons IH -20 3512123722 OK PITTSBURG 20 SN 13E non -operated CUNNINGHAM 1-31 3512124468 OK P17SBURG 6 3N 12E non -operated DANIELS I-25 SHERRILL 3512120636 OK PITTSBURG 25 3N 13E non -operated DILLARD 1OH-19 & 11H-19 3512123821 OK PITTSBURG 19 3N 12E non -operated Dominic 3-35 3512122815 OK PITTSBURG 35 6N 13E non -operated DROMGOLD #1-35 3512121592 OK PITTSBURG 35 4N 16E non -operated DUNAGAN#1-28TIK 3512123319 OK PITTSBURG 28 7N 14E non -operated Elms 2H-4 3512123969 OK P17SBURG 9 5N 12E non -operated Elsing Roy 1-33 TIK 3512130045 OK P17SBURG 33 7N 18E non -operated Fink 1-36 3512123233 OK PITTSBURG 36 SN 16E non -operated GARRETT B 3512121539 OK P17SBURG 34 4N 16E non -operated GERMAN#1 3512130017 OK P17SBURG 33 SN ISE non -operated GIBSON 2-3H CANCELLED 3512123902 OK PITTSBURG 3 3N 12E non -operated Gleese 4-27 3512122981 OK PITTSBURG 27 6N 13E non -operated HAILEYVILLE TOWNSITE I-35 3512121298 OK PITTSBURG 35 5N 16E non -operated HOSTETTER 1-7 3512120410 OK PITTSBURG 7 3N 12E non -operated HUGHES FUEL#1 3512120089 OK PITTSBURG 35 7N 17E non -operated Hughes Fuel#3 3512122503 OK P17SBURG 35 7N 17E non -operated Ida Jane 1H-32 3512123911 OK P17SBURG 32 6N 12E non -operated INTEX UNIT #2-35 3512121383 OK PITTSBURG 35 7N 18E non -operated INVESTORS ROYALTY 6-29/CANCEL 3512123960 OK P17SBURG 29 3N 12E non -operated Jack Murdaugh 1-27 TIK 3512130043 OK PITTSBURG 27 7N 18E non -operated JOHNSON ESTATE 2-28 3512120100 OK PITTSBURG 28 3N 12E non -operated Jones 1-22H use thru 3/31/12 3512124469 OK PITTSBURG 15 SN 13E non -operated Juanita 2-13 3512123534 OK P175BURG 13 SN 13E non -operated Kabler 1-11&2-11H 3512124072 OK P17SBURG 11 6N 12E non -operated KATHLEEN ANDERSON UNIT#4 3512121909 OK PITTSBURG 19 5N 17E non -operated KIOWA HILL I-29 TIK 3512124157 OK P17SBURG 29 3N 13E non -operated LEWIS 2-12 TIK 3512121334 OK PITTSBURG 12 4N 16E non -operated LUKER#1 3512121815 OK PITTSBURG 3 3N SSE non -operated MABRAY IH -15E TIK 3512124393 OK PITTSBURG 22 4N 12E non -operated MADDEN UNIT#5 3512122099 OK P17SBURG 2 4N 16E non -operated Margaret 1-4H 3512123864 OK P17SBURG 4 6N 12E non -operated Maverick 1H-3 3512123877 OK PITTSBURG 3 6N 12E non -operated MCCLUNG 3-15 3512124123 OK PITTSBURG 15 3N 12E non -operated MONROE, CLYDE UNIT/QUESTAR/ 3512120280 OK PITTSBURG 22 5N 16E non -operated NELSON 3512121386 OK P17SBURG 34 5N 16E non -operated NICHOLAS #1-32 TIK 3512123743 OK P17SBURG 32 7N 14E non -operated OLEN IH -1 TIK 3512124158 OK PITTSBURG 1 3N 13E non -operated PATTON AI -24 CANCELLED 3512120753 OK PITTSBURG 24 3N 12E non -operated Payden 1H-12XX 3512124762 OK PITTSBURG 24 5N 13E non -operated PEDEN UNIT#1-24 3512120092 OK P17SBURG 24 5N 16E non -operated Peggy 2-33 Cancelled 3512122950 OK PITTSBURG 33 6N 13E non -operated PETTIT #2,4, & 5 3512121206 OK PITTSBURG 31 5N 17E non -operated PETTIT/ARKOMA/6-31 WELL 3512121020 OK PITTSBURG 20 4N 15E non -operated QUAID I4H-30 TIK APO 3512122414 OK PITTSBURG 30 3N 12E non -operated ROCK ISLAND IMPROVEMENT UNIT 3512120149 OK PITTSBURG 8 4N 17E non -operated Sandmann 1H -9X 3512124763 OK PITTSBURG 4 5N 13E non -operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 137 of 140 SCOTT #1 3512121892 OK PITTSBURG 36 4N 15E non -operated SCOTT#6-36 /CHESAPEAKE/ 3512122304 OK PITTSBURG 36 4N 15E non -operated Smallwood #3-10 3512121695 OK PITTSBURG 30 4N 16E non -operated SMITH C3-17 3512123990 OK PITTSBURG 20 3N 12E non -operated STINE 3512121247 OK PITTSBURG 4 4N 17E non -operated TOHKUBBI 3512122500 OK PITTSBURG 16 3N 12E non -operated TREKELL UNIT#3TIK APO 3512121497 OK PITTSBURG 25 7N 18E non -operated USA #3-3 3509320512 OK PITTSBURG 3 21N 14W non -operated USE SEQ 3 FOR WELL 3 JOA 3512122663 OK PITTSBURG 36 7N 18E non -operated VAUGHN ESTATE 7-20 3512121318 OK PITTSBURG 20 3N 12E non -operated VERNER IH-35XTIK 3512124613 OK PITTSBURG 11 5N 13E non -operated WATT 3512121619 OK PITTSBURG 5 3N 17E non -operated Weaver DS 3512120645 OK PITTSBURG 26 3N 13E non -operated WHITE, W. ERLE, UNIT/A/#3 3512121935 OK PITTSBURG 29 7N 18E non -operated Wild Horse 1-14H 3512123260 OK PITTSBURG 14 6N 12E non -operated WOODS -PROSPECT UNIT#4/TIK 3512121312 OK PITTSBURG 36 5N 16E non -operated Arapaho #1-22 DO NOT USE 3512922894 OK ROGER MILLS 22 15N 22W non -operated Bandy #4-13 cancel 3512922671 OK ROGER MILLS 13 12N 21W non -operated Beutler#5-13(Cimarez) cancel 3512922737 OK ROGER MILLS 13 12N 21W non -operated Black Kettle#1 3512922739 OK ROGER MILLS 30 14N 22W non -operated Bright #4-33 Gas 3512922564 OK ROGER MILLS 33 13N 21W non -operated CADDO#1 MEWBOURNE(GAS) 3512922688 OK ROGER MILLS 20 15N 22W non -operated CAGLE I-16/CHESAPEAKE 3512922389 OK ROGER MILLS 16 12N 25W non -operated Cheyenne #1#2,#3 DO NOT USE 3512922700 OK ROGER MILLS 29 15N 22W non -operated Clements 11-2 APO 3512921674 OK ROGER MILLS 11 13N 21W non -operated CLEMENT54-11/GAS /APO 3512923256 OK ROGER MILLS IS 13N 21W non -operated Comanche#1/Sec 2/ 3512922653 OK ROGER MILLS 2 15N 21W non -operated Delaware#1 ACP 3512922957 OK ROGER MILLS 28 ISN 22W non -operated Dykes #1-17 3512922441 OK ROGER MILLS 17 11N 25W non -operated FLICK 1-31 3512922508 OK ROGER MILLS 31 15N 21W non -operated Mooney 1-3100 NOT USE 3512922556 OK ROGER MILLS 31 15N 21W non -operated Roark #1-12 (Mewbourne) 3512922984 OK ROGER MILLS 12 12N 22W non -operated Roark 6-12 3512922578 OK ROGER MILLS 12 12N 22W non -operated Seneca #1-33 (MEWBOURNE) 3512923010 OK ROGER MILLS 33 13N 21W non -operated Tipton #1-17 3512922565 OK ROGER MILLS 17 11N 25W non -operated Wichita#1 cancel 3512922970 OK ROGER MILLS 32 15N 22W non -operated BELL #1&2 3513520311 OK SEQUOYAH 13 12N 26E non -operated BETHELLTRUST 3513520286 OK SEQUOYAH 20 12N 27E non -operated GALLOWAY UNIT 3513520230 OK SEQUOYAH 7 1ON 26E non -operated HAWKINS 3513520269 OK SEQUOYAH 14 12N 26E non -operated HOPKINS#2 3513520284 OK SEQUOYAH 18 12N 27E non -operated KAY RODGERS #1(USE SEQ 2) 3513520336 OK SEQUOYAH 27 11N 27E non -operated PATES #1-29 (APO) 3513520180 OK SEQUOYAH 29 11N 27E non -operated PATES #2-29 3513520339 OK SEQUOYAH 29 11N 27E non -operated PATES FARM 3513520279 OK SEQUOYAH 25 11N 26E non -operated PINE MOUNTAIN 3513520263 OK SEQUOYAH 11 12N 26E non -operated QUINN #1-13 3513500000 OK SEQUOYAH N non -operated UERLING UNIT (SEC 12) 3513520297 OK SEQUOYAH 12 12N 26E non -operated WARNER 3513520275 OK SEQUOYAH 19 12N 27E non -operated WYLY & WEEKS #1-31 3513520036 OK SEQUOYAH 31 11N 27E non -operated EISER /SLD/SOLD 3513724183 OK STEPHENS 30 2N 5W non -operated FOSTER CANCELLE SEE/SLD/SOLD 3513723545 OK STEPHENS 29 2N 5W non -operated Dorothy Jean 1-8 3514921551 OK WASHITA 8 9N 16W non -operated EDIE S-10/CHK/BPO GAS 3514921466 OK WASHITA 10 9N 16W non -operated HOLT S-14/Gas 3514921497 OK WASHITA 14 9N 16W non -operated HORSE CREEK S-20/CHK 3514921418 OK WASHITA 20 9N 16W non -operated MAYNARD S-24/CHK/GAS 3514921541 OK WASHITA 24 9N 16W non -operated MORRIS I-9/CHK 3514921533 OK WASHITA 9 9N 16W non -operated PRICES-23/CHK 3514921482 OK WASHITA 23 9N 16W non -operated Wayne 1-12 APO (GAS) 3514921306 OK WASHITA 12 11N 20W non -operated 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 138 of 140 Cecil Settlement Agreement - Exhibit 6 Defendant's Affiliate List BP America Production Company BP Company North America Inc. BP Corporation North America Inc. BP America Inc. BP America Ltd. BP Holdings North America, Ltd. BP P.L.C. BP Amoco, Inc. BP Exploration, Inc. BP Exploration & Oil, Inc. BP Exploration & Production, Inc. BP Energy Company BPX Energy Inc. Midwest Oil Corporation Sohio Petroleum Company Standard Oil Company, Inc. Standard Oil Production Company Stanolind Oil & Gas Company Hondo Oil & Gas ARCO Southwest, Inc. MW Petroleum Corporation Texcon Oil and Gas Company Lear Petroleum Corporation 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 139 of 140 Vastar Gas Marketing, Inc. Vastar Resources, Inc. Amoco Production Company Amoco Corporation Sinclair Oil Corporation ARCO Oil and Gas Company Atlantic Richfield Company Pan American Petroleum Corporation F&H Pipeline Company TOC -Rocky Mountains, Inc. Crescendo Resources, L.P. Argo Oil Corporation This list is also intended to cover every affiliated predecessor company to Atlantic Richfield Company (ARCO) and Amoco Corporation and their respective affiliates. 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 140 of 140 Cecil Settlement Agreement Exhibit 7 [BP Letterhead] [Date] [Addressee] Re: Certain BP TIK Wells (see attached) Dear Your company operates or operated certain wells in which BP America Production Company has taken its gas in kind and separately marketed such gas. See attached well list. BP America recently settled a royalty owner class action lawsuit involving the royalty owners in these wells. Consequently, the settlement administrator needs your most recent division of interest deck for each well showing the API number, well or lease name, annual or monthly volume, royalty owner names, addresses, decimal interest, and tax identification number. If any of the wells have been sold or plugged, please provide your most recent information. Please provide the information in Excel format and by email to [insert email address]. Your company should also receive a subpoena from plaintiff's counsel for this information. If I do not hear favorably from you in the next 5 days, plaintiffs' attorneys will be following up on the issued third party subpoenas for the information. However, BP America would like to save the time and trouble of that process. BP America would appreciate your company's expedient response. Thank you for your assistance with this matter and please feel free to contact me if you have any questions. Steve DeGiusti Sr. VP and General Counsel 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 1 of 27 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, VS. BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW PLAINTIFF'S FIRST AMENDED CLASS ACTION COMPLAINT John Cecil ("Plaintiff'), on behalf of himself and the Class of all other persons similarly situated, files this First Amended Class Action Complaint against BP America Production Company fWa Amoco Production Company (`BP"), and alleges and states as follows: SUMMARY OF ACTION Plaintiff and the Class bring claims against BP concerning BP's actual, knowing and willful underpayment or non-payment of royalties on natural gas and/or constituents of the gas stream produced from wells through improper accounting methods (such as not paying on the starting price for gas products but instead taking improper deductions) and by failing to account for and pay royalties, all as more fully described below. 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 2 of 27 JURISDICTION AND VENUE 2. This Court has original jurisdiction over the claims asserted in this complaint pursuant to 28 U.S.C. § 1332(d) because this is a class action where the amount in controversy exceeds the sum of $5,000,000 and because Plaintiff and BP are citizens of different states. 3. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because BP transacts business and is found within this District, and/or has agents within this District, and a substantial part of the events giving rise to the claims asserted herein occurred in this District. PARTIES 4. Plaintiff is a citizen and resident of Oklahoma. Plaintiff owns a royalty interest in in a BP operated well that produces gas. 5. Defendant BP is a corporation organized under Delaware law with its principal place of business in Texas. BP has already been served and appeared in this action. Trying to determine the various BP, Amoco, and ARCO affiliates that BP is responsible for without discovery is difficult, so Plaintiff reserves the right to amend further should the need arise to correctly identify each BP affiliate that during the Class Period was a lessee, working interest owner that marketed its own gas through a BP affiliate and directly paid royalties to the royalty owners, operator, or payor of royalty on Oklahoma wells. It is believed that BP is responsible back to 1993 for Amoco Production Co. wells since BP acquired Amoco in the late 1990s, and for Atlantic Richfield Co. (ARCO) wells since BP acquired ARCO in 2000. Thereafter, BP has a number of different entities that appear to be involved set forth below. 6. BP Exploration, Inc. was a lessee, working interest owner that marketed its own gas through a BP affiliate and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. The Oklahoma 2 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 3 of 27 Corporation Commission database shows BP Exploration, Inc, operates or has operated 61 wells in Oklahoma. The Oklahoma Secretary of State business entities database shows BP Exploration, Inc. was formed December 3, 1979 as a Delaware corporation and that its status was "Withdrawn," but the effective date of the withdrawal is not shown. It is unclear whether BP Exploration, Inc. is or was an operating entity or just a tradename, but out of an abundance of caution, Plaintiff includes BP Exploration, Inc. as a defendant affiliated predecessor entity to defendant BP. Service may be had on its registered agent: The Oklahoma Secretary of State, 2300 N. Lincoln, Room 101, Oklahoma City, OK 73105-4897 if counsel for BP will not accept service. 7. BP Corporation North America, Inc. is believed to have been a lessee, working interest owner that marketed its own gas through a BP affiliate and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. BP Corporation North America, Inc. is an Indiana corporation that was formed in 2001 upon the name change of BP Amoco Corporation. The Oklahoma Secretary of State business entities database shows its current status as "ousted" for failure to file its annual certificate with the Oklahoma Secretary of State. Service may be had on its registered agent: The Prentice -Hall Corporation System, Oklahoma, Inc., 115 S.W. 89th St., Oklahoma City, OK 73139-8511. 8. From approximately 1999 to 2001, after Amoco Production Company was acquired by BP, its name was BP Amoco Corporation which is believed to have been a lessee, working interest owner that marketed its own gas through a BP affiliate and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. In 2001, BP Amoco Corporation changed its name to BP 3 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 4 of 27 Corporation North America, Inc. Since BP is a mere continuation of BP Amoco Corporation, BP Amoco Corporation has been served with process when BP was served with process at its registered agent The Corporation Company, 1833 S. Morgan Road, Oklahoma City, OK 73128. 9. Prior to 1998, Amoco Production Company is believed to have been a lessee, working interest owner that marketed its own gas through an Amoco affiliate (Amoco Energy Trading Corporation) and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. In 1998 or 1999, BP acquired Amoco Corporation (including Amoco Production Company) to form BP Amoco Corporation.' Accordingly, Amoco Corporation, Amoco Production Company, and BP Amoco Corporation are predecessors of BP. Since BP is a mere continuation of Amoco Corporation and Amoco Production Company, the Amoco entities were served with process when BP was served with process at its registered agent, The Corporation Company, 1833 S. Morgan Road, Oklahoma City, OK 73128. 10. BP, including its affiliated predecessor entities, Amoco Production Company, Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., BP Energy Company, and BP Amoco Corporation, is in the business of producing and marketing gas and constituent products from the wells in which Class members hold royalty interests. 11. The typical royalty payment is between 1/8th and 3/16th of a well's revenue. 12. BP and its affiliated predecessors, successors, and all those to whose prior leasehold interests they have succeeded and for whom they are legally liable whether by merger, assignment, or otherwise shall herein collectively be known as "Defendant" or `BP". http://www.bp.com/en/global/corporate/about-bp/our-history/late-century.html 4 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 5 of 27 CLASS ACTION ALLEGATIONS 13. Plaintiff brings this action on behalf of himself and as a class action pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of the following class (the "Class"): All persons who are royalty owners in Oklahoma wells where BP America Production Company (f/k/a Amoco Production Company) (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner who marketed its share of gas and directly paid royalties to the royalty owners) from January 1, 1993 to the date Class Notice is given. The Class claims relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) agencies, departments or instrumentalities of the United States of America, including but not limited to the U.S. Department of the Interior (the United States, Indian tribes, and Indian allottees); (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) BP, its affiliates, predecessors, and employees, officers, and directors; (4) any publicly traded company or its affiliated entity that produces, gathers, processes, or markets gas; (5) the claims of royalty owners to the extent covered by arbitration clauses or prior settlement agreements, if any, still in effect at the time suit was filed herein; (6) overriding royalty owners and others whose interest was carved out from the lessee's interest; (7) royalty owners who have already filed and still have pending lawsuits for underpayment of royalties against BP at the time suit is filed herein; (8) royalty owners only to the extent they take gas in-kind, if any; and, (8) royalty owners only to the extent receiving "Blanchard" payments. 14. The members of the Class are so numerous and geographically dispersed that joinder of all members is impracticable. 15. BP operates or has operated thousands of Class Wells that produce gas. BP holds a working interest in these Wells, with at least one, and usually multiple, royalty owners for each well. 16. BP has within its possession or control records that identify all persons to whom it (including affiliated predecessors and those for whom it is legally responsible) has paid royalties from Class Wells during the Class Period. 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 6 of 27 17. The questions of fact or law common to Plaintiff and the Class include, without limitation, one or more of the following: a. Whether the Plaintiff and members of the Class are beneficiaries of the implied Marketable Condition Rule (MCR) which requires BP to sever the gas from the ground and to prepare the gas for market at BP's sole expense? i. If so, whether: 1) the Midstream Costs of gathering, compression, dehydration, treatment, and processing (GCDTP) are costs associated with preparing the gas for market such that none of them should have been deducted from royalties but all of them were; or 2) whether the market for gas occurs before GCDTP are incurred such that the Class's claim is only for excessive deductions of Midstream Costs? ii. If not, whether the Class members were party to a lease that expressly allows deduction of all of the GCDTP Midstream Costs ("Express Deduction Lease" or "ED Lease"), such that these Class members have a claim only for excessive deductions of Midstream Costs, and if so, whether the Midstream Costs actually deducted were excessive in amount? b. Whether BP paid royalty to Plaintiff and members of the Class for all valuable constituents coming from their wells and which inured to BP's benefit either: 1) through credit toward the Midstream Costs; or 2) by contractual consideration in- kind to a midstream company (such as drip condensate, helium, liquefied nitrogen, some percentage of residue, some percentage of fractionated NGLs, plant fuel, or FL&U)? c. Whether BP (including any of its affiliates) paid royalty to Plaintiff and members of the Class based on a starting price below what BP or its affiliates received in arm's-length sales transactions? d. Can class -wide damages be calculated for Plaintiff's theories of liability? 18. Plaintiff is typical of other class members because BP pays royalty to Plaintiff and other Class members using a common method. BP pays royalty based on the net revenue BP receives under its gas contracts which terms royalty owners do not know or approve. The contracts are for services necessary to place the gas and its constituent parts into marketable condition so they can be sold into recognized, active, and competitive commercial markets. 11 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 7 of 27 19. Plaintiff will fairly and adequately protect the interests of the members of the Class. Plaintiff is a royalty owner to whom BP pays royalty. Plaintiff understands his duties as a Class representative. Plaintiff has retained counsel competent and experienced in class action and royalty owner litigation. 20. This action is properly maintainable as a class action. Common questions of law or fact exist as to all members of the Class and those common questions predominate over any questions solely affecting individual members of such Class. See ¶12 above. There is no need for individual Class members to testify in order to establish BP's liability to or damages sustained by Plaintiff and members of the Class. 21. Class action treatment is appropriate in this matter and is superior to the alternative of numerous individual lawsuits by members of the Class. Class action treatment will allow a large number of similarly situated individuals to prosecute their common claims in a single forum, simultaneously, efficiently, and without duplication of time, expense and effort on the part of those individuals, witnesses, the courts, and/or BP. Likewise, class action treatment will avoid the possibility of inconsistent and/or varying results in this matter arising out of the same facts. No difficulties are likely to be encountered in the management of this class action that would preclude its maintenance as a class action and no superior alternative forum exists for the fair and efficient adjudication of the claims of all Class members. 22. Class action treatment in this matter is further superior to the alternative of numerous individual lawsuits by all or some members of the Class. Joinder of all Class members would be either highly impracticable or impossible. And the amounts at stake for individual Class members, while significant in the aggregate, would be insufficient to enable them to retain 7 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/u3/17 Page 8 of 27 competent legal counsel to pursue claims individually. In the absence of a class action in this matter, BP will likely retain the benefit of its wrongdoing. GAS INDUSTRY BACKGROUND 23. The members of the Class own royalty interests in wells that produce gas and constituents that are transformed into marketable products and sold into the established commercial markets for those products. 24. BP's method for calculating royalty to the members of the Class is subject to uniform accounting procedures and implied marketable product law. 25. Oklahoma law requires the lessee to bear all of the costs of placing gas and its constituents into "Marketable Condition" products. 26. Gas and its constituent parts are marketable products only when they are in the physical condition to be bought and sold in a commercial marketplace. 27. Only after a given product is marketable does a royalty owner have to pay its proportionate share of the reasonable costs to get a higher enhanced value or price for that particular product. The Lessor -Lessee Relationship 28. The lessor owns minerals, including oil and gas; the lessee has the money, labor, and know-how to extract, condition, and market those minerals. The lessor and lessee enter into a lease that allows the lessee to take the minerals from the lessor's land. The usual revenue split from a well was 1/8th to the lessor (royalty owner) and 7/8ths to the lessee. As the risk of finding oil and gas has diminished over time, due to the prevalence of wells delineating the field, better seismic technology, and increased efficiency of drilling rigs, royalty owners on more recent leases have received 3/16th or even 1/4th of the revenue. 8 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 9 of 27 29. But, the oil and gas companies have used undisclosed internal accounting practices to try to keep for themselves as much of the well revenue as possible. These accounting practices are at the heart of every oil and gas royalty case. 30. Rather than adopting transparency in its royalty calculation formula, BP, like most lessees, has guarded its production and accounting processes as confidential or proprietary, thereby, depriving the royalty owners of information necessary to understand how BP calculates royalties. Consequently, the royalty owner is unaware of the lessee's actual practices, thereby enabling the lessee to breach the oil and gas lease without accountability. 31. If and when one or more of the royalty owners learn of the "breach", the royalty owner has only three (3) — all poor — options: (1) confront the lessee and maybe get paid while the lessee continues to retain improperly garnered gas revenues from thousands of other unknowing royalty owners; (2) do nothing since the "breach" only results in a modest yearly loss and the expense of individual litigation would exceed the recovery, if any; or (3) file a class action lawsuit which will persist for years and probably will not recover the full loss. In short, if the lessee breaches, it may never be held accountable; and if a royalty owner complains, the lessee will still come out ahead because an individual case is not worth much and a class action rarely requires 100% repayment to royalty owners plus -prejudgment interest, plus attorneys' fees and expenses. The class action is the best of the three options, hence this suit. Residue Gas, Helium, Nitrogen and Natural Gas Liquids Production 32. The gas is gathered from each well, dehydrated and compressed, through underground gathering lines crossing many miles of land to processing plants where the raw gas is transformed into two primary products --methane and fractionated natural gas liquids W 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/O3/17 Page 10 of 27 ("NGLs"). Once homogenized as fungible products, the residue gas and NGLs are sold in the commercial market. Wellhead (Basic Separation and Gas Measurement) 33. The diagram below illustrates the gas conditioning process. meter oil, gas, and water emulsion line (flow line) -, well head gas line ElfQ oil, gas clean and water oil emulsion heaters Ilne line saltwater line to disposal recirculating oil line See http://www.kgs.ku.edu/Publications/Oil/primerl3.html 34. Wells produce oil, gas, and a host of other products, such as water, helium, nitrogen, etc., all mixed together in the gas stream.2 After the stream comes out of the ground, it enters the free water knockout (a/k/a three-phase separator) which separates the products by gravity, water at the bottom, oil in the middle, and gas going out the top. Due to the low 2 Hydrocarbons can vary in chemical makeup (from simple methane to complex octane) and in form (from pure gaseous state to liquid condensate). The non -hydrocarbon makeup of the well - stream that includes natural gas can also include gases such as helium, sulfur, carbon dioxide, and nitrogen. This mixture of many gaseous elements and substances is often referred to as the "gas stream" or just "gas". 10 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 11 of 27 technology, the separator is not expensive (the "separation cost'). The gaseous mixture (with helium, nitrogen, NGLs, and other gaseous substances) passes from the separator into the gas line.3 The remaining fluid goes through the heater -treater where heat, gravity segregation, chemical additives and electric current break down the mixture more clearly in oil and water. The heater -treater is installed, maintained and takes fuel to operate (the "heater -treater cost'). The water is drained off and sent for salt water disposal. The oil that is separated at the wellhead is collected in a tank, usually trucked out and sold (the payment of oil royalties is not at issue in this lawsuit). 35. Since production over time depletes the pressure of a well, on rare occasion, on - lease compressors are installed to suction gas out of the well or to move the gaseous mixture down the gathering lines. But when they are installed, their use requires fuel (the "on -lease compression" or "vacuum compression" cost). 36. The gaseous mixture produced from a single well cannot be processed economically, so the mixtures from many wells are "gathered" together through gathering lines and delivered to a processing plant for transformation into marketable products and sale into commercial markets. This results in a gathering cost (G). The below diagram provides an overview of the process. BP does not improperly deduct from royalty any of the costs before the gathering line inlet. 3 A minute portion of this raw gas may be used on a few leased lands to heat the farm house pursuant to a free gas clause in the lease. Although title transfers to the gas, it is not a sale. Some producers sell less than 3% of the raw gas to a local irrigator during the summer months for agricultural purposes, but this is not the economic market for which the wells are drilled. 11 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 12 of 27 Midstream Service Costs (GCDTP) wnuwd, r wenlwez .. Mt w.nM,dz r _ w.nn«na f O Gathering line Inlet ©Plaminlet r GCGrP Cuheziap, ccnn,eauun Urhrd.oi— I r .m,m P ..;,,g Upstreom Midstream Services Pipeline Inlet S55 sale o„as T>ykale,_W= I Rinidun, Gas 37. As the gaseous mixture from each well enters the gathering line, it flows into a meter run where the mixture is measured for both volume (in Mcf) and quality (Btu content) (combined, "gas measurement," in MMBtu). The meter run must be constantly maintained to record accurate measurements. 38. Gathering pipelines are usually made of metal that could be corroded by water vapor (and other corrosive gases) in the gaseous mixture, so a glycol dehydrator is used to remove the water vapor. This results in a dehydration cost (D). 39. Gas will not move downstream from the well unless it is pressurized sufficiently to overcome the in-line back pressure and friction in the gathering line. So large gas compressors 12 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 13 of 27 are installed to move the gas from the gathering line inlet to the processing plant. These compressors are expensive and require fuel to operate. This results in a compression cost (C). 40. The gathering pipelines themselves cost money to lay and maintain, though most have been in place for decades. Gas condensate (gas condensed into liquid as it cools and is pressurized) ("Drip Condensate") is collected at points along the gathering lines as a result of cleaning or "pigging the line" and is captured for fractionation and sale later. Generally lessees pay no royalty on the revenue generated from the sale of the drip condensate. 41. Finally, gathering lines leak, especially as they age, resulting in lost and unaccounted for gas ("L&U"). Lessees pay no royalty on the volume of L&U. Natural Gas Processing 42. Once a sufficient amount of the gas mixture from multiple wells (and often from multiple gathering systems) is gathered, the mixture enters the inlet of the processing plant where the mixture will be transformed into methane and mixed NGLs. 43. Lessees, such as BP, use gas processing plants that either they or a third -party own. Usually an unrelated third party owns the processing plant but the plant may also be owned in whole or in part by a lessee. 44. The plant removes impurities that remain in the mixture, such as carbon dioxide, nitrogen, or sulfur, before the mixture can be processed. This incurs a "treatment cost" (T)). 45. The final cost, processing (P), involves services to transform the gas mixture into methane gas (also called "residue gas"), NGLs raw make, and in the Panhandle of Oklahoma, crude helium. 13 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 14 of 27 a. Methane must meet the quality standards for long-haul pipeline transmission set by the Federal Energy Regulatory Commission ("FERC') which is called "pipeline quality gas". b. The raw make NGLs are used as a feedstock in the petrochemical and oil refining industries; they are a more valuable commodity than methane. To separate the NGLs from the gaseous mixture, they are cooled to temperatures lower than minus 150°F (the "Cryogenic or cooling process"). The NGLs move into a liquids pipeline and processed by a fractionator into their marketable products: ethane; propane; butanes; and pentanes plus. In the gas contracts, this process incurs a "T&F" or "fractionation" fee, even though lessees sometimes give away the NGLs in keep -whole agreements as consideration for other services the midstream company provides. C. Helium is processed into Grade A helium at new processing plants or into crude helium (contaminated with nitrogen) at older plants which is then processed into Grade A helium at a nearby helium processor (often a few hundred feet away). 46. This total processing system involves expensive equipment and requires fuel to operate (collectively, the "processing charge" and/or "plant fuel"). Lessees do not pay royalty on plant fuel, even though it comes from Class Wells. 47. At the tailgate of the processing plant, at least two products emerge: (1) residue gas (or methane gas); and, (2) NGLs (usually a mixture of NGLs, known as "raw make" or "Y" grade). In helium rich production areas, Grade A or crude helium, along with liquefied nitrogen also emerges. But none of these products are commercially marketable at that point. 14 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 15 of 27 Marketable Condition for the Products 48. Methane Gas. Methane gas (or residue gas) is commercial quality (a/k/a "pipeline quality") at the tailgate of the processing plant only after it is further pressurized to enter the transmission line by a booster compressor (the "booster compression" cost). 49. NGLs. The raw mixture of NGLs at the tailgate of the processing plant is not commercially marketable. It must be fractionated into commercially marketable products — ethane, propane, butane, isobutene, natural gasoline, etc.4 In computing royalty for NGLs, BP improperly deducts processing fees and/or other costs (such as transportation and fractionation, T&F) needed to reach commercially marketable fractionated NGLs. 50. Drip Condensate. Drip Condensate is recovered on the gathering lines and at the inlet to the processing plant, and is essentially in marketable condition when collected. 51. Other Products. In some areas of the country (Hugoton Field and Wyoming), helium is produced in commercial quantities and recovered, along with liquefied nitrogen. Other areas of the country produce sulfur and carbon dioxide in commercial quantities. When such products are available in commercial quantities, processing and treatment plants recover these valuable constituents but lessees pay little or nothing to the royalty owners. Royalty owners should be paid for the gas and all constituents taken. Sale of Products 52. To turn the marketable products into money, the producer sells them (or contracts to have them sold) in the commercial market place in an arm's length transaction. No money exchanges hands until the residue gas is sold at the Index pool, the fractionated NGLs at OPIS, and any other marketable products at the prices established by their respective commercial ° See http://nel.conocophillips.com/news/about.html. 15 i 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 16 of 27 markets. Lessees attempt to obscure this fact with self-serving language in gas marketing contracts about title transfer or even by creating a wholly owned affiliate to manufacture a fictitious "sale" before the gas reaches commercial quality for sale. 53. The "starting price" for gas products is always achieved, as it must be, at a commercial market price. All of the gas contracts express the commercial market price in one of two ways: (a) a market price, called an "Index" price for residue gas and "OPIS" price for fractionated NGLs, or (b) a "weighted average sales price" or "WASP" achieved at the same residue Index market or OPIS market. The difference stems from BP's market power to, over time, obtain above "Index" or "OPIS" price in its arm's length sale. Whichever starting price is used in an arm's length transaction, that price is the highest and best reasonable price for the valuable gas products. If Other Products are also produced, they are and must be also priced in a commercial market. 54. Affiliate gas contracts are not arm's length sales in a commercial market. Instead, the later arm's-length sale by the affiliate in the commercial market is the true sale that should be used as the "starting price" for marketable condition gas products. a. Some lessees contract with affiliated gathering companies or other affiliated gas service providers before the products (residue gas and/or NGLs) are in Marketable Condition in an effort to: (1) artificially, and improperly, create a commercial market where none truly exists so they may justify deducting costs from royalty, or not paying for all of the gas or constituent products produced; (2) charge "marketing fees" to royalty owners even though the lessee is already obligated under the lease to prepare the gas for market and market the gas and 16 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 17 of 27 constituent products; and/or (3) pay on the lower lessee/affiliate sale price and not the higher affiliate/third party price. b. WASP involves a pool of sales transactions to third parties (and/or affiliates) and combines the prices paid by those third parties (and/or affiliates) to arrive at a "weighted average sales price." Lessees can manipulate this process by using lower lessee/affiliate sales prices for part of the pool price, rather than all third party arm's length sale prices. 55. Fictitious "sales" are created by lessees in an effort to pass off a non-commercial market sale as if it should be the starting point for royalty payments. But none of those efforts comport with economic reality or are in good faith with respect to royalty owners. For instance: a. Anything of value can be sold at any place and in any condition. i. Gas and other minerals can and are routinely sold in the ground, but they are not in marketable condition. ii. Gas could be sold at the bottom of the hole when it is severed from the surrounding rock and enters the downhole pipe. Although a contract driller might be willing to accept some percentage of the future sale of oil or gas in the real marketplace as compensation for his drilling services, that agreement does not make the transaction a real market sale. iii. Gas could be sold "at the wellhead" when the gas is severed from the surface. Although a contract operator might be willing to accept some percentage of the future sale of oil or gas in the real marketplace as compensation for his well operating services, that transaction does not make it a real market sale. 17 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/O3/17 Page 18 of 27 iv. Gas also could be sold at the gathering line inlet when the gas enters the gathering line and changes custody. Although a contract gatherer might be willing to accept some percentage of the future sale of gas in the real marketplace as compensation for his gathering services, that transaction does not make it a real market sale. V. Gas also could be sold at the processing plant inlet when the gas changes custody to the processing plant. Although a contract processor might be willing to accept some percentage of the future sale of gas in the real marketplace as compensation for his processing services, that transaction does not make it a real market sale. The lessee could simply pay for all of these services with monetary fees or in-kind contributions of all or part of the valuable constituents. But the structure of the transaction does not change the fact that the services are necessary to prepare the gas and valuable constituents for the first real sale into the commercial market — Index or OPIS. b. Nor does a contract saying title transfers at a custody transfer point create a sale of marketable products in a real commercial market. Some gas contracts with Midstream companies that provide GCDTP services purport to do that, but other parts of the gas contract demonstrate that it is a legal sleight of hand as (i) the risk of loss that usually passes with a true title transfer and market sale does not happen; (ii) the cost of future downstream services that usually passes with a true title transfer and market sale does not happen; (iii) the starting price which would occur with a true title transfer and market sale does not happen. Indeed, the paper 18 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 19 of 27 title transfer is unnecessary to receiving the Midstream services as the gas could receive the exact same Midstream service without the paper title transfer. c. All of the gas contracts implicitly recognize this paper title transfer fiction, as the starting price for gas products always is at the Index and OPIS market pool as previously described. d. Midstream services providers are not buyers and resellers of raw gas. They are service providers that convert raw gas into pipeline quality gas so it can enter the Index or OPIS market pools. Different Ways BP Underpays Royalty Owners 56. The extraordinarily large dollars at stake and the one-sided nature of the gas lessor -lessee relationship are constant temptations to lessees to wrongfully retain gas revenues. All payment formulas, affiliate and non -affiliate contractual relationships, and all calculations are exclusively in the control of lessees, and they involve undisclosed accounting and operational practices. As a result, there are many ways royalty owners are underpaid on their royalty interests, and they never know it. The common thread through all of these schemes is that they are typically buried in the internal lessee accounting systems or royalty -payment formulas. 57. BP represents the royalty calculation on the form of a monthly check stub it sends each royalty owner. The check stub shows each royalty owner's interest and taxes (which are not in dispute here), and volume, price, deductions, and value, all of which are disputed. 58. BP underpays royalty to Plaintiff and other Class Members in one or more of the following ways: a. Residue Gas. The starting price paid for residue gas should be an arm's length, third party market sales price for residue gas at pipeline quality. All of BP's gas 19 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 20 of 27 contracts will show this to be true. But, instead of paying on that gross competitive price, BP pays on a net price after directly taking or allowing midstream companies to indirectly take Midstream Services deductions (both monetary fees and in-kind volumetric deductions). b. NGLs. The starting price paid for fractionated NGLs should be an arm's length, third party market sales price for ethane, propane, normal butane, iso -butane, and pentane plus (a/k/a natural gasoline). All of BP's gas contracts will show this to be true. But instead of paying on that gross competitive price, BP pays royalty (i) for only some of the NGLs produced (some is lost and unaccounted for in the gathering process, lost in plant fuel or compression fuel); (ii) after deducting processing fees and expenses (often keeping in-kind a Percentage of the Proceeds ("POP") of the fractionated NGLs as payment for the processing services); and, (iii) after reducing payment by T&F. c. Drip Condensate. Plaintiff and Class Members' wells produce heavy hydrocarbons that condense in the pipeline. BP (or a third -party on behalf of BP (gatherers and/or processors)) recovers those hydrocarbons for sale. BP fails to pay any royalty for that Drip Condensate. d. Other Products. Helium is contained in the well -stream produced from Plaintiffs and many Class Members' wells, but BP: (i) fails to pay royalty for all of the helium produced (some is lost and unaccounted for in the gathering and processing process); (ii) deducts processing fees and costs even though the helium is not yet in commercial grade; and (iii) pays at a lower than commercial Grade A FA I 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 21 of 27 price. Often times, BP does not pay any royalty at all for Helium, for liquid nitrogen, or other products taken from Plaintiff's and the Class Members' wells. 59. BP underpays all other Class Members, from whom BP is legally entitled to deduct post -production Midstream Services Costs, by taking excessive deductions under Midstream Services Contracts that allow excessive monopoly charges for GCDTP services. ACTUAL KNOWING AND WILLFUL UNDERPAYMENT OR NON-PAYMENT OF ROYALTIES 60. The underpayment and non-payment of royalties are done with BP's actual and willful knowledge and intent. 61. In fact, BP has settled similar claims on a non -class basis in Oklahoma, yet only doing so for those that asserted their claims individually. This allows BP to quiet the "squeaky wheels" while continuing its improper practices as to all others and reaping millions of dollars in improper proceeds. 62. In addition, BP is well familiar with the fact that virtually all other producers in Oklahoma have resolved the same claims for hundreds of millions, if not billions, of dollars. 63. Nevertheless, BP continues its improper payment practices with actual and willful knowledge and intent. COUNT I — BREACH OF LEASE 64. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 65. Plaintiff and the other Class Members entered into written, fully executed, oil and gas leases with BP, and those leases include implied covenants requiring BP to prepare the gas and its constituent parts for market at BP's sole cost. The leases also place upon BP the 21 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 22 of 27 obligation to properly account for and pay royalty interests to royalty owners under the mutual benefit rule and good faith and fair dealing. 66. At all material times, Plaintiff and the Class have performed their terms and obligations under the leases. 67. BP breached the leases, including the implied covenants, by its actions and/or inactions in underpaying royalty or not paying royalty on all products sold from the gas stream. 68. As a result of BP's breaches, Plaintiff and the Class have been damaged through underpayment of the actual amounts due. COUNT II — BREACH OF FIDUCIARY DUTY 69. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 70. The Class members have interests in Oklahoma wells that have united under 52 Okla. Stat. §§ 287.1-287.15 and/or 52 Okla. Stat. § 87.1. 71. A fiduciary duty was created and vested when BP (or its predecessor in interest) requested and received unitization orders from the Oklahoma Corporation Commission pursuant to those statutes. 72. BP is the unit operator by appointment from the Oklahoma Corporation Commission for Class members. 73. BP breached its fiduciary duty to the Class members by failing to properly report, account for, and distribute gas proceeds to the Class members for their proportionate royalty share of gas production. 74. As a direct and proximate result of BP's conduct in breaching its fiduciary duties, Class members are entitled to recover actual damages. 22 I 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 23 of 27 75. Plaintiff and the Class are also entitled to and seek pre judgment interest, post- judgment interest, attorneys' fees from the common fund, expenses, and costs. COUNTS III IV AND V — FRAUD, DECEIT, AND CONSTRUCTIVE FRAUD 76. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 77. BP made uniform misrepresentations and/or omissions on the monthly check stubs sent to Class members reflecting the wrong volume and price, and not detailing all of the monetary fee and in-kind volumetric deductions. 78. As set forth above, BP made a material representation that was false and/or omitted to state one or more material facts needed to make what was stated not misleading. BP knew when the material representations were made on the check stubs that the statements were false or misleading and/or at least made recklessly without any knowledge of their truth, or made the statements with the intent that Plaintiff and the Class would rely on them. Plaintiff and the Class Members did rely on and/or are legally presumed to have relied upon these uniform written representations as being truthful and accurate, when they were not. Plaintiff and the Class Members suffered injury and were underpaid as a result. 79. BP also concealed or failed to disclose facts about the price, volume, value, various products produced, and deductions, which BP had a duty to disclose to avoid presenting half-truths or misrepresentations. 80. BP undertook the duty to properly account by making the statements in check stubs on a monthly basis to royalty owners. By speaking on the issue, BP had a duty to make full and fair disclosure of all relevant facts. This is especially so because BP had superior and/or specialized knowledge and/or access to information when compared to royalty owners. 23 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 24 of 27 81. BP knew that its representations or omissions on the monthly check stubs were at least ambiguous and created a false impression of the actual facts to the royalty owners. 82. BP knew the facts were peculiarly within BP's knowledge and that the Class was not in a position to discover the facts pertaining to the proper volume, values, and constituents coming from their wells. Accordingly, having spoken on the subject matter, BP had a duty to make full and fair disclosure of all material facts such that its statements were not misleading, but did not. 83. BP was deceitful by suggesting, as a fact, that the volume, price, value and other statements were as set forth on the monthly check stubs when those statements were not true. BP knew the statements were not true, had no reasonable grounds for believing they were true, or gave only such information as was likely to mislead for want of the communication of the non - disclosed facts. 84. The misrepresentations and omissions were intentionally made. They were intended to suggest that the price was a third party commercial price without hidden deductions, the volumes were accurately measured without volumetric deductions, and that deductions would be shown on the check stub when in fact they were not. 85. By creating and mailing misleading check stubs to the Class, BP has fraudulently and deceitfully misled the Class into believing that the Class Members had been paid on the full value of the production from their wells. 86. BP acted intentionally or recklessly in disregard of the rights of Plaintiff and the Class Members, on a uniform basis, by not properly paying royalty owners, by deceiving them with check stubs that were misleading, and by failing to correct BP's royalty payment practices after being sued multiple times for underpaying royalties such that punitive damages should be 24 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 25 of 27 awarded and that BP acted intentionally and with malice toward Plaintiff and the Class Members subjecting BP to punitive damages. 87. As a direct and proximate result of BP's deceit and fraud, Plaintiff and the Class were underpaid monthly for royalties and are entitled to recover actual and punitive damages. 88. In addition, the money wrongfully obtained by BP as a result of what should have been paid to Plaintiff and the Class should be held in constructive trust along with monetary interest for Plaintiff and the Class. PRAYER FOR RELIEF WHEREFORE, Plaintiff prays for an Order and Judgment against BP as follows: a. That the Court determine that this action may be maintained as a class action under Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and direct that reasonable notice of this action, as provided by Rule 23(c)(2) of the Federal Rules of Civil Procedure, be given to members of the Class; b. Appointing Plaintiff as the class representative, and Plaintiff's Counsel as class counsel; c. Awarding Plaintiff and the Class damages for actual damages for breach of lease, and interest at the highest allowable rate (such as lawful, equitable, or internal rate of return), as well as compensatory and punitive damages for breach of fiduciary duty, fraud, deceit, and constructive fraud; d. Granting Plaintiff and the Class the costs of prosecuting this action together with reasonable attorney's fees out of the recovery; e. Granting such other relief as this Court may deem just, equitable and proper. 25 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/u3/17 Page 26 of 27 DEMAND FOR JURY TRIAL Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiff requests a jury trial on all matters so triable. 26 Respectfully Submitted, s/ Reaean E. Bradford REAGAN E. BRADFORD OBA No. 22072 W. MARK LANIER (Pro Hac Vice) Texas State Bar No.: 11934600 The Lanier Law Firm Houston Office: 6810 FM 1960 West Houston, Texas 77069 Telephone: (713) 659-5200 Oklahoma OjSrce: 12 E. California Ave., Suite 200 Oklahoma City, OK 73104 WMLna),lanierlawfirm.com Reagan Bradford@lanierlawfirm.com REX A. SHARP OBA No. 011990 Rex. A. Sharp, P.A. 5301 W. 75`' Street Prairie Village, KS 66208 (913) 901-0505 (913) 901-0419 fax rsharp@midwest-law.com COUNSEL FOR PLAINTIFF I 6:16-cv-00410-RAW Document 50 Filed in ED/OK on 04/03/17 Page 27 of 27 CERTIFICATE OF SERVICE I hereby certify that on April 3, 2017, a true and correct copy of the above and foregoing document was served in accordance with the Local Rules on all counsel of record via the Court's electronic filing system. /s/Reagan E. Bradford Reagan Bradford 27 LEAVE REDUESTrREPORT STATE OF ALASKA Colomble, Jody J XE 02 252831 SV C({ of DATE DATE Total His. A nova LtAVL AM LtAVE AM BEGINS 4 I 18 I PM ENDS 41 24 I PM 32.5 MONTH DAY HOUR MONTH DAV HOUR LE,AVETYPE-CHECK ONLY ONE ANNIPERS F� MILITARY F-1 AUTH LWOP O LV CASH -IN BUS LV USED SIMPERS M COURT ❑ DISC LWOP OTHER (Explain Below BUS LEAVE FMLA/AFLA El WKRS COMP ED UNAUTH LWOP UNION APPVO This form must be submitted within 24 hours after return to duty. BUS LV LABOR EXPLANATION: LV DONAT TO REL APPRVO E OVM DATE NOTE: No leave with pay will be granted In excess of that 4 ATE' - awmed to employee's credit, Bargaining Unit restncts 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 1 of 31 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA J014N CECIL, on behalf of himself and all others similarly situated, Plaintiff, VS. BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW PLAINTIFF'S SECOND AMENDED CLASS ACTION COMPLAINT John Cecil ("Plaintiff'), on behalf of himself and the Class of all other persons similarly situated, files this Second Amended Class Action Complaint against BP America Production Company ("BPAPC", f/k/a Amoco Production Company) and several affiliates—BP Amoco Corporation, ARCO, BP Exploration, Inc., BP America, Inc., BP Corporation North America, Inc., and BP Energy Company— (collectively `BP"), and alleges and states as follows: SUMMARY OF ACTION Plaintiff and the Class bring claims to rectify BP's actual, knowing, and willful underpayment or non-payment of royalties on natural gas and/or constituents of the gas stream produced from wells through improper accounting methods (such as not paying on the starting price for gas products but instead taking improper deductions) and by failing to account for and pay royalties, all as more fully described below. r 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 2 of 31 2. For a period of over two decades, BP engaged in a willful effort to defraud its royalty owners in Oklahoma wells by intentionally deducting Midstream Service costs, which allowed BP and its co-conspirators to take millions of dollars that should have been paid in royalties. 3. The BP and its co-conspirators added to that effort by not paying royalties for all of the valuable constituents that came from Class Wells, such as FL&U and Plant Fuel, and again hiding that from royalty owners. 4. By systematically deducting more from every monthly check of every royalty owner in Oklahoma, BP and its co-conspirators improperly enriched themselves by millions of dollars. 5. BP purposefully implemented a scheme to defraud royalty owners and—over the objection of its own royalty committee—covered it up so that royalty owners (like those in this case) wouldn't file lawsuits to stop BP's fraud. 6. Only by serving discovery in this case, and uncovering documents that BP had previously concealed, could Plaintiff and the Class finally pursue justice for BP's decades -long scheme to defraud Oklahoma royalty owners. JURISDICTION AND VENUE 7. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 (federal question jurisdiction); 18 U.S.C. §§ 1962 and 1964 (prohibited activities and civil remedies); and supplemental jurisdiction over the state law claims through 28 U.S.C. § 1967. 8. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because BP transacts business and is found within this District, and/or has agents within this District, and a substantial part of the events giving rise to the claims asserted herein occurred and caused injury in this District. 2 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 3 of 31 PARTIES Plaintiff is a citizen and resident of Oklahoma. Plaintiff owns a royalty interest in in a BP operated well that produces gas. 10. Defendant BP America Production Company, f/k/a Amoco Production Company (`BPAPC"), is a corporation organized under Delaware law with its principal place of business in Texas. BPAPC has already been served and appeared in this action. 11. BPAPC is responsible back to at least January 1, 1985 (when price deregulation began) for Amoco Production Co. wells since BP acquired Amoco in the late 1990s, for Atlantic Richfield Co. (ARCO) wells since BP acquired ARCO in 2000, and for Vastar wells since BP acquired Vastar in 2000. Thereafter, BP has a number of different entities that appear to be involved, as set forth below: BP PLC (the ultimate United Kingdom (foreign) parent company, which is publicly traded) I BP Holdings North America Limited BP America Inc. (houses all the lawyers and management that service all of the affiliates) I BP Corporation North America Inc. (f/k/a BP Amoco Corporation until May 200 1) I BP Company North America Inc. I BP America Production Company (a/k/a BPAPC or Lower 48, and f/k/a Amoco Production Company,' ARCO, and Vastar) (lessee and operator of Class Wells, and owner and operator of BP Midstream Services such as gathering systems and processing plants) Amoco Corporation merged with British Petroleum in 1998 in what was then the world's largest industrial merger of approximately $48 Billion. The combined company was called BP Amoco PLC, In 2000, BP Amoco bought ARCO for $27 Billion (which owned 82% of Vastar Resources, Inc.), and later that year, BP Amoco bought the rest of Vastar for approximately $1.5 Billion. In 2000, BP Amoco p.l.c. changed its name to BP PLC. 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 4 of 31 F&H PIipeline Company (owned the F&H Gathering System in Oklahoma until it was bought by CenterPoint in 2011, which is now Enable) BP Energy Company (before August 28, 2000, f/k/a Amoco Energy Trading Company 12. BP Corporation North America, Inc. is believed to have been a lessee, working interest owner that marketed its own gas through a BP affiliate and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. BP Corporation North America, Inc. is an Indiana corporation that was formed in 2001 upon the name change of BP Amoco Corporation. The Oklahoma Secretary of State business entities database shows its current status as "ousted" for failure to file its annual certificate with the Oklahoma Secretary of State. Service may be had on its registered agent: The Prentice -Hall Corporation System, Oklahoma, Inc., 115 S.W. 89th St., Oklahoma City, OK 73139-8511. 13. From approximately 1999 to 2001, after Amoco Production Company was acquired by BP, its name was BP Amoco Corporation, which is believed to have been a lessee, working interest owner that marketed its own gas through a BP affiliate and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. In 2001, BP Amoco Corporation changed its name to BP Corporation North America, Inc. Because BP is a mere continuation of BP Amoco Corporation, BP Amoco Corporation has been served with process when BP was served with process at its registered agent: The Corporation Company, 1833 S. Morgan Road, Oklahoma City, OK 73128. 14. Prior to 1998, Amoco Production Company is believed to have been a lessee, working interest owner that marketed its own gas through an Amoco affiliate (Amoco Energy 4 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 5 of 31 Trading Corporation) and directly paid royalties to the royalty owners, operator, and/or payor of royalty on Oklahoma wells that produced gas during the Class Period. In 1998 or 1999, BP acquired Amoco Corporation (including Amoco Production Company) to form BP Amoco Corporation.2 Accordingly, Amoco Corporation, Amoco Production Company, and BP Amoco Corporation are predecessors of BP. Since BP is a mere continuation of Amoco Corporation and Amoco Production Company, the Amoco entities were served with process when BP was served with process at its registered agent, The Corporation Company, 1833 S. Morgan Road, Oklahoma City, OK 73128. 15. BP—including its affiliated predecessor entities, Amoco Production Company, Amoco Corporation, ARCO, BP Corporation North America, Inc., BP Energy Company, and BP Amoco Corporation—is in the business of producing and marketing gas and constituent products from the wells in which Class members hold royalty interests. 16. The typical royalty payment is between 1/8th and 3/16th of a well's revenue. 17. BP and its affiliated predecessors, successors, and all those to whose prior leasehold interests they have succeeded and for whom they are legally liable whether by merger, assignment, or otherwise shall herein collectively be known as "Defendant" or `BP" CLASS ACTION ALLEGATIONS 18. Plaintiff brings this action on behalf of himself and as a class action pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of the following class (the "Class"): All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its 2 htt�•//www by com/en/global/corporate/about-bp/our-history/late-centum 5 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 6 of 31 affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiffs Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001- 73 in the District Court for Pittsburg County, Oklahoma.3 19. The members of the Class are so numerous and geographically dispersed that joinder of all members is impracticable. 20. BP operates or has operated thousands of Class Wells that produce gas. BP holds a working interest in these Wells, with at least one, and usually multiple, royalty owners for each well. 21. BP has within its possession or control records that identify all persons to whom it (including affiliated predecessors and those for whom it is legally responsible) has paid royalties from Class Wells during the Class Period. 3 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 7 of 31 22. The questions of fact or law common to Plaintiff and the Class include, without limitation, one or more of the following: Whether Plaintiff and members of the Class are owed a common legal duty under: (1) Implied Duty to Market (IDM) as well as express duties of the leases; (2) fiduciary duty; (3) tortious breach of lease; (4) RICO; and/or (5) fraud, deceit, or constructive fraud, which requires BP to sever the gas from the ground and to prepare the gas for market at BP's sole expense? A. If so, whether: 1. An affiliate sale can be ignored as a matter of law under Howell v. Texaco, Inc., 2004 OK 92, so that only the first arm's length sale in a market can be used to determine the royalty without any netback or work back calculation of costs allowed; 2. In an arm's length transaction, are the Midstream Costs of gathering, compression, dehydration, treatment, and processing (GCDTP) costs associated with preparing the gas for market such that none of them should have been deducted from royalties but all or some of them were; B. Whether BP paid royalty to Plaintiff and members of the Class for all valuable constituents coming from their wells, including Helium, Drip Condensate, FL&U and Plant Fuel? C. Whether BP, BP's affiliates, BP's executives, and Amoco formed an enterprise - in -fact (the BP/Amoco Enterprise) within the meaning of RICO? D. Whether BP and the other members of the BP/Amoco enterprise -in -fact engaged in a pattern of racketeering activity? E. Whether the BP/Amoco Enterprise caused Plaintiff and the Class to suffer injuries to their property? F. Can class -wide damages be calculated? 23. Plaintiff is typical of other class members because: (a) Plaintiff (like the rest of the Class) has a lease that requiring full, not partial payment; (b) gas from the well in which Plaintiff (like the rest of the Class) holds a royalty interest was and is marketed by BP and incurs Midstream Service costs; and, (c) BP pays royalty to Plaintiff (like other Class members) using a common method that deducts the Midstream Service costs. BP pays royalty based on this net 7 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 8 of 31 instead of gross value. The Midstream Services are necessary to place the gas and its constituent parts into marketable condition so they can be sold into recognized, active, and competitive commercial markets. 24. Plaintiff will fairly and adequately protect the interests of the members of the Class. Plaintiff is a royalty owner to whom BP pays royalty. Plaintiff understands his duties as a Class representative. Plaintiff has retained counsel competent and experienced in class action and royalty owner litigation. 25. This action is properly maintainable as a class action. Common questions of law or fact exist as to all members of the Class and those common questions predominate over any questions solely affecting individual members of such Class. See ¶22 above. There is no need for individual Class members to testify in order to establish BP's liability to or damages sustained by Plaintiff and members of the Class. 26. Class action treatment is appropriate in this matter and is superior to the alternative of numerous individual lawsuits by members of the Class. Class action treatment will allow a large number of similarly situated individuals to prosecute their common claims in a single forum, simultaneously, efficiently, and without duplication of time, expense and effort on the part of those individuals, witnesses, the courts, and/or BP. Likewise, class action treatment will avoid the possibility of inconsistent and/or varying results in this matter arising out of the same facts. No difficulties are likely to be encountered in the management of this class action that would preclude its maintenance as a class action and no superior alternative forum exists for the fair and efficient adjudication of the claims of all Class members. 27. Class action treatment in this matter is further superior to the alternative of numerous individual lawsuits by all or some members of the Class. Joinder of all Class members 8 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 9 of 31 would be either highly impracticable or impossible. And the amounts at stake for individual Class members, while significant in the aggregate, would be insufficient to enable them to retain competent legal counsel to pursue claims individually. In the absence of a class action in this matter, BP will likely retain the benefit of its wrongdoing. GAS INDUSTRY BACKGROUND 32. The members of the Class own royalty interests in wells that produce gas and constituents that are transformed into marketable products and sold into the established commercial markets for those products. 33. BP's method for calculating royalty to the members of the Class is subject to uniform accounting procedures, implied marketable product law, and express lease requirements. 34. Oklahoma law requires the lessee to bear all of the costs of placing gas and its constituents into "Marketable Condition" products and to honor the terms of the leases. 35. Gas and its constituent parts are marketable products only when they are in the physical condition to be bought and sold in a commercial marketplace. 36. Only after a given product is marketable does a royalty owner have to pay its proportionate share of the reasonable costs to get a higher enhanced value or price for that particular product. The Lessor -Lessee Relationship 37. The lessor owns minerals, including oil and gas; the lessee has the money, labor, and know-how to extract, condition, and market those minerals. The lessor and lessee enter into a lease that allows the lessee to take the minerals from the lessor's land. The usual revenue split from a well was 1/8th to the lessor (royalty owner) and 7/8ths to the lessee. As the risk of finding oil and gas has diminished over time, due to the prevalence of wells delineating the field, better 4 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 10 of 31 seismic technology, and increased efficiency of drilling rigs, royalty owners on more recent leases have received 3/16th or even 1/4th of the revenue. 38. But, the oil and gas companies (including BP) have used undisclosed internal accounting practices to try to keep for themselves as much of the well revenue as possible. These accounting practices are at the heart of every oil and gas royalty case. 39. Rather than adopting transparency in its royalty calculation formula, BP, like most lessees, has guarded its production and accounting processes as confidential or proprietary, thereby, depriving the royalty owners of information necessary to understand how BP calculates royalties. Consequently, the royalty owner is unaware of the lessee's actual practices, thereby enabling the lessee to breach the oil and gas lease without accountability. 40. If and when one or more of the royalty owners learn of the "breach", the royalty owner has only three (3) — all poor — options: (1) confront the lessee and maybe get paid while the lessee continues to retain improperly garnered gas revenues from thousands of other unknowing royalty owners; (2) do nothing since the "breach" only results in a modest yearly loss and the expense of individual litigation would exceed the recovery, if any; or (3) file a class action lawsuit which will persist for years and probably will not recover the full loss. In short, if the lessee breaches, it may never be held accountable; and if a royalty owner complains, the lessee will still come out ahead because an individual case is not worth much and a class action rarely obtains 100% repayment to royalty owners plus -prejudgment interest, plus attorneys' fees and expenses. The class action is the best of the three options, hence this suit. Residue Gas and Natural Gas Liquids Production 41. The gas is gathered from each well, dehydrated and compressed, through underground gathering lines crossing many miles of land to processing plants where the raw gas 10 i 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 11 of 31 is transformed into two primary products --methane and fractionated natural gas liquids ("NGLs"). Once homogenized as fungible products, the residue gas and NGLs are sold in the commercial market. Wellhead (Basic Separation and Gas Measurement) 42. The diagram below illustrates the beginning of the gas conditioning process. gas line meter Oil, gas, and water emulsion line (Ilow ling) -\ tree water knockout well head oil, gas clean and water oil emulsion ';:heater line' line saltwater line to disposal recirculating oil line , See htti)://www.kgs.ku.edu/Publications/0il/primerl3.html 43. Wells produce oil, gas, and a host of other products, such as water, helium, nitrogen, carbon dioxide, etc., all mixed together in the gas stream.4 After the stream comes out of the ground, it enters the free water knockout (a/k/a three-phase separator) which separates the products by gravity, water at the bottom, oil in the middle, and gas going out the top. Due to the Hydrocarbons can vary in chemical makeup (from simple methane to complex octane) and in form (from pure gaseous state to liquid condensate). The non -hydrocarbon makeup of the well -stream that includes natural gas can also include gases such as helium, sulfur, carbon dioxide, and nitrogen. This mixture of many gaseous elements and substances is often referred to as the "gas stream" or just "gas". 11 r i 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 12 of 31 low technology, the separator is not expensive (the "separation cost'). The gaseous mixture (with helium, nitrogen, carbon dioxide, NGLs, and other gaseous substances) passes from the separator into the gas line.5 The remaining fluid goes through the heater -treater where heat, gravity segregation, chemical additives and electric current break down the mixture more clearly in oil and water. The heater -treater is installed, maintained and takes fuel to operate (the "heater -treater cost'). The water is drained off and sent for salt water disposal. The oil that is separated at the wellhead is collected in a tank, usually trucked out and sold (the payment of oil royalties is not at issue in this lawsuit). 44. Since production over time depletes the pressure of a well, on rare occasion, on - lease compressors are installed to suction gas out of the well or to move the gaseous mixture down the gathering lines. But when they are installed, their use requires fuel (the "on -lease compression' or "vacuum compression' cost). 45. The gaseous mixture produced from a single well cannot be processed economically, so the mixtures from many wells are "gathered" together through gathering lines and delivered to a processing plant for transformation into marketable products and sale into commercial markets. This results in a gathering cost (G). The below diagram provides an overview of the process. BP does not improperly deduct from royalty any of the costs before the gathering line inlet. 5 A minute portion of this raw gas may be used on a few leased lands to heat the farm house pursuant to a free gas clause in the lease. Although title transfers to the gas, it is not a sale. Some producers sell less than 3% of the raw gas to a local irrigator during the summer months for agricultural purposes, but this is not the economic market for which the wells are drilled. 12 r i 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 13 of 31 YLMwdt 1worx . 1 Midstream Service Costs (GCDTP) Gntheri� Une InMt 46. As the gaseous mixture from each well enters the gathering line, it flows into a meter run where the mixture is measured for both volume (in Mel) and quality (Btu content) (combined, "gas measurement," in MMBtu). The meter run must be constantly maintained to record accurate measurements. 47. Gathering pipelines are usually made of metal that could be corroded by water vapor (and other corrosive gases) in the gaseous mixture, so a glycol dehydrator is used to remove the water vapor. This results in a dehydration cost (D). 48. Gas will not move downstream from the well unless it is pressurized sufficiently to overcome the in-line back pressure and friction in the gathering line. So large gas compressors 13 rCOTA C. nx Cun�prcs.iuc Q)dnvlreiwa P�e I 46. As the gaseous mixture from each well enters the gathering line, it flows into a meter run where the mixture is measured for both volume (in Mel) and quality (Btu content) (combined, "gas measurement," in MMBtu). The meter run must be constantly maintained to record accurate measurements. 47. Gathering pipelines are usually made of metal that could be corroded by water vapor (and other corrosive gases) in the gaseous mixture, so a glycol dehydrator is used to remove the water vapor. This results in a dehydration cost (D). 48. Gas will not move downstream from the well unless it is pressurized sufficiently to overcome the in-line back pressure and friction in the gathering line. So large gas compressors 13 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 14 of 31 are installed to move the gas from the gathering line inlet to the processing plant. These compressors are expensive and require fuel to operate. This results in a compression cost (C). 49. The gathering pipelines themselves cost money to lay and maintain, though most have been in place for decades. 50. Finally, gathering lines leak, especially as they age, resulting in lost and unaccounted for gas ("L&U"). Lessees pay no royalty on the volume of L&U. Combined, the compression and/or treatment fuel along with L&U are called FL&U. Natural Gas Processing 51. Once a sufficient amount of the gas mixture from multiple wells (and often from multiple gathering systems) is gathered, the mixture enters the inlet of the processing plant where the mixture will be transformed into methane and mixed NGLs. 52. Lessees, such as BP, use gas processing plants that either they or a third -party own. Usually an unrelated third party owns the processing plant but the plant may also be owned in whole or in part by a lessee. 53. The plant removes impurities that remain in the mixture, such as carbon dioxide, nitrogen, or sulfur, before the mixture can be processed. This incurs a "treatment cost' (T)). 54. The final cost, processing (P), involves services to transform the gas mixture into methane gas (also called "residue gas") and NGLs raw make. a. Methane must meet the quality standards for long-haul pipeline transmission set by the Federal Energy Regulatory Commission ("FERC") which is called "pipeline quality gas". b. The raw make NGLs are used as a feedstock in the petrochemical and oil refining industries; they are a more valuable commodity than methane. To separate the 14 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 15 of 31 NGLs from the gaseous mixture, they are cooled to temperatures lower than minus 150°F (the "Cryogenic or cooling process"). The NGLs move into a liquids pipeline and processed by a fractionator into their marketable products: ethane; propane; butanes; and pentanes plus. In the gas contracts, this process incurs a "T&F" or "fractionation" fee, even though lessees sometimes give away the NGLs in keep -whole agreements as consideration for other services the midstream company provides. 55. This total processing system involves expensive equipment and requires fuel to operate (collectively, the "processing charge" and/or "plant fuel'). Lessees do not pay royalty on plant fuel, even though it comes from Class Wells. 56. At the tailgate of the processing plant, at least two products emerge: (1) residue gas (or methane gas); and, (2) NGLs (usually a mixture of NGLs, known as "raw make" or "Y" grade). But none of these products are commercially marketable at that point. Marketable Condition for the Products 57. Methane Gas. Methane gas (or residue gas) is commercial quality (a/k/a "pipeline quality") at the tailgate of the processing plant only after it is further pressurized to enter the transmission line by a booster compressor (the "booster compression' cost). 58. NGLs. The raw mixture of NGLs at the tailgate of the processing plant is not commercially marketable. It must be fractionated into commercially marketable products — ethane, propane, butane, isobutene, natural gasoline, etc.6 In computing royalty for NGLs, BP improperly deducts processing fees and/or other costs (such as transportation and fractionation, T&F) needed to reach commercially marketable fractionated NGLs. 6 See http://ngi.conocophillips.com/news/about.html. 15 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 16 of 31 Sale of Products 59. To turn the marketable products into money, the producer sells them (or contracts to have them sold) in the commercial market place in an arm's length transaction. No money exchanges hands until the residue gas is sold at the Index pool and the fractionated NGLs at OPIS. The Paper Title Transfer Cover -Up 60. Lessees, such as BP here, attempt to obscure the actual gas preparation for market through fictitious sales, often affiliate sales, with self-serving language in gas marketing contracts about title transfer or even by creating a wholly owned affiliate to manufacture a fictitious or bogus "sale" before the gas reaches commercial quality for sale. 61. The "starting price" for gas products is always achieved, as it must be, at a commercial market price. All of the gas contracts express the commercial market price in one of two ways: (a) a market price, called an "Index" price for residue gas and "OPIS" price for fractionated NGLs, or (b) a "weighted average sales price" or "WASP" achieved at the same residue Index market or OPIS market. The difference stems from BP's market power to, over time, obtain above "Index" or "OPIS" price in its arm's length sale. Whichever starting price is used in an arm's length transaction, that price is the highest and best reasonable price for the valuable gas products. 62. Affiliate gas contracts are not arm's length sales in a commercial market. Instead, the later arm's-length sale by the affiliate in the commercial market is the true sale that should be used as the "starting price" for marketable condition gas products. a. Some lessees, such as BP here, contract with or use affiliated gathering companies or other affiliated gas service providers before the products (residue gas and/or 16 6:16-cv-00410-13AW Document 169-1 Filed in ED/OK on 04/11/18 Page 17 of 31 NGLs) are in Marketable Condition in an effort to: (1) artificially, and improperly, create a commercial market where none truly exists so they may justify deducting costs from royalty, or not paying for all of the gas or constituent products produced; (2) charge "marketing fees" (sometimes disguised as a Return on Investment) to royalty owners even though the lessee is already obligated under the lease to prepare the gas for market and market the gas and constituent products; and/or (3) pay on the lower lessee/affiliate sale price and not the higher affiliate/third party price. b. WASP involves a pool of sales transactions to third parties (and/or affiliates) and combines the prices paid by those third parties (and/or affiliates) to arrive at a "weighted average sales price." Lessees can manipulate this process by using lower lessee/affiliate sales prices for part of the pool price, rather than all third party arm's length sale prices. 63. Fictitious "sales" are created by lessees in an effort to pass off a non-commercial market sale as if it should be the starting point for royalty payments. But none of those efforts comport with economic reality or are in good faith with respect to royalty owners. For instance: a. Anything of value can be sold at any place and in any condition. i. Gas and other minerals can and are routinely sold in the ground, but they are not in marketable condition. ii. Gas could be sold at the bottom of the hole when it is severed from the surrounding rock and enters the downhole pipe. Although a contract driller might be willing to accept some percentage of the future sale of oil or gas in the real 17 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 18 of 31 marketplace as compensation for his drilling services, that agreement does not make the transaction a real market sale. iii. Gas could be sold "at the wellhead" when the gas is severed from the surface. Although a contract operator might be willing to accept some percentage of the future sale of oil or gas in the real marketplace as compensation for his well operating services, that transaction does not make it a real market sale. iv. Gas also could be sold at the gathering line inlet when the gas enters the gathering line and changes custody. Although a contract gatherer might be willing to accept some percentage of the future sale of gas in the real marketplace as compensation for its gathering services, that transaction does not make it a real market sale. V. Gas also could be sold at the processing plant inlet when the gas changes custody to the processing plant. Although a contract processor might be willing to accept some percentage of the future sale of gas in the real marketplace as compensation for his processing services, that transaction does not make it a real market sale. The lessee could simply pay for all of these services with monetary fees or in-kind contributions of all or part of the valuable constituents. But the structure of the transaction does not change the fact that the services are necessary to prepare the gas and valuable constituents for the first real sale into the commercial market — Index or OPIS. b. Nor does a contract saying title transfers at a custody transfer point create a sale of marketable products in a real commercial market. Some gas contracts with Midstream companies that provide GCDTP services purport to do that, but other 18 � f 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 19 of 31 parts of the gas contract demonstrate that it is a legal sleight of hand as (i) the risk of loss that usually passes with a true title transfer and market sale does not happen; (ii) the cost of future downstream services that usually passes with a true title transfer and market sale does not happen; (iii) the starting price which would occur with a true title transfer and market sale does not happen. Indeed, the paper title transfer is unnecessary to receiving the Midstream services as the gas could receive the exact same Midstream service without the paper title transfer. c. All of the gas contracts implicitly recognize this paper title transfer fiction, as the starting price for gas products always is at the Index and OPIS market pool as previously described. d. Midstream services providers are not buyers and resellers of raw gas. They are service providers that convert raw gas into pipeline quality gas so it can enter the Index or OPIS market pools. Different Ways BP Underpays Royalty Owners 64. The millions of dollars at stake and the one-sided nature of the gas lessor -lessee relationship are constant temptations to illegally siphon away gas royalties and covertly charge inflated costs and deductions to royalty owners. 65. All payment formulas, affiliate and non -affiliate contractual relationships, and all calculations are exclusively in the control of lessees, and they involve undisclosed accounting and operational practices. As a result, there are many ways royalty owners are underpaid on their royalty interests, and they never know it. The common thread through all of these schemes is that they are typically buried in the internal lessee accounting systems or royalty -payment formulas. 19 r 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 20 of 31 66. BP represents the royalty calculation on the form of a monthly check stub it sends each royalty owner. The check stub shows each royalty owner's interest and taxes (which are not in dispute here), and volume, price, deductions, and value, all of which are disputed. 67. BP underpays royalty to Plaintiff and all other Class Members in the following ways: a. Residue Gas. The starting price paid for residue gas should be an arm's length, third party market sales price for residue gas at pipeline quality. All of BP's gas contracts show this to be true. But, instead of paying on that gross competitive price, BP pays on a net price after directly taking or allowing midstream companies to indirectly take Midstream Services deductions (both monetary fees and in-kind volumetric deductions). b. NGLs. The starting price paid for fractionated NGLs should be an arm's length, third party market sales price for ethane, propane, normal butane, iso -butane, and pentane plus (a/k/a natural gasoline). All of BP's gas contracts will show this to be true. But instead of paying on that gross competitive price, BP pays royalty (i) for only some of the NGLs produced (some is lost and unaccounted for in the gathering process, lost in plant fuel or compression fuel); (ii) after deducting Midstream processing fees and expenses (often keeping in-kind a Percentage of the Proceeds ("POP") of the fractionated NGLs as payment for the processing services); and, (iii) after reducing payment by T&F. 20 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 21 of 31 BP's ACTUAL, KNOWING AND WILLFUL UNDERPAYMENT OR NON-PAYMENT OF ROYALTIES 68. As set forth above, the underpayment and non-payment of royalties are done with BP's actual and willful knowledge and scienter. BP's decision to overrule its own royalty committee and conceal the deductions it is taking from royalty owners is indefensible. 69. In fact, BP has settled similar claims on a non -class basis in Oklahoma, yet only doing so for those that asserted their claims individually. This allowed BP to quiet the "squeaky wheels" while continuing its improper practices as to all others and reaping millions of dollars in improper proceeds. 70. In addition, BP is well familiar with the fact that virtually all other producers in Oklahoma have resolved the same claims, paying back to royalty owners over a billion dollars. 71. Nevertheless, BP continues its improper payment practices with actual and willful knowledge and intent. COUNT I — VIOLATION OF THE RICO ACT, 18 U.S.C. 44 1961-1968 72. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 73. Plaintiff, each member of the Class, and BP and its co-conspirators are a "person," as that term is defined in 18 U.S.C. §§ 1961(3) and 1962(c). 74. The scheme alleged herein constitutes mail and/or wire fraud in violation of 18 U.S.C. §§ 1341 and 1343. 75. The conduct of BP and its co-conspirators, as described in this Complaint, constitutes the execution of a scheme to deprive oil and gas lessors of royalties properly due them by means of fraudulent pretenses and representations through the use of the United States mails, in violation of 18 U.S.C. § 1341, and interstate wires, in violation of 18 U.S.C. § 1343. 21 I 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 22 of 31 The Enterprise 76. For purposes of this claim, the RICO "enterprise", as the term is defined under 18 U.S.C. §§ 1961(4) and 1962(c), consists of each of BP and its co-conspirators—and their respective officers, directors, employees, agents, and direct and indirect subsidiaries (the "Enterprise"). 77. The Enterprise is separate and distinct from the persons that constitute that enterprise -in -fact. 78. Each of the intra -company transactions made by BP was an "intra -company gas sale," rather than an arms -length sale reflecting the actual market price. This was a scheme to defraud. 79. BP and its co-conspirators refuse to be transparent toward royalty owners. 80. The deductions taken are indefensible. With full clarity that these deductions are actually a scheme to defraud, it now makes sense why the BP took such deductions. 81. To date, the Defendants have deducted millions of dollars. 82. This self-dealing is at the heart of the affiliate deduction issue and RICO. 83. This fact is not disclosed to royalty owners or to the public. 84. At all relevant times, the Enterprise was engaged in, and its activities affected, interstate commerce because the mails and wires were used to effectuate the scheme and BP could not have executed the scheme to defraud without using interstate commerce. IJP 85. The proceeds of the Enterprise were distributed to its participants, including to 86. The Enterprise was ongoing and worked together toward a common purpose. 22 f � 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 23 of 31 87. All of the co-conspirators in the enterprise in fact worked together and cooperatively toward this common purpose. 88. Each of the co-conspirators expressly agreed to, and did, knowingly and willfully participate in the conduct of the Enterprise. 89. The Enterprise has operated for decades. 90. The Enterprise has an ascertainable structure separate and apart from the pattern of racketeering activity in which BP engaged. The Pattern of Racketeering Activity 91. At all relevant times, in violation of 18 U.S.C. § 1962(c), BP conducted the affairs of the Enterprise through a pattern of racketeering activity as defined in RICO, 18 U.S.C. § 1961(5), by virtue of the conduct described in this complaint. 92. The pattern of racketeering activity consisted of mail and/or wire fraud in violation of 18 U.S.C. §§ 1341 and 1343. 93. BP, as the lessee, owes a contractual obligation to act honestly and fairly to the royalty owners. Nevertheless, BP misused its position. 94. BP also owes a duty not to charge unreasonable fees to the royalty owners. 95. If any of the co-conspirators did not conduct or participate in the enterprise, all of the co-conspirators nevertheless conspired to do so, in violation of § 1962(d), because the joined an agreement to facilitate and perpetuate the scheme to defraud against the royalty owners. Injury to Plaintiffs and the Class 96. As a direct and proximate result of violations of 18 U.S.C. § 1962(c) and (d) by BP, Plaintiff and the Class have been injured in their business or property within the meaning of 18 U.S.C. § 1964(c). 23 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 24 of 31 97. Plaintiff and the Class had and continue to have sums withheld from their royalty on account of falsely inflated, unauthorized post -production costs by reason, and as a direct, proximate, and foreseeable result, of the scheme alleged. Plaintiffs' continued deprivation through inflated and unreasonable deductions evidence their reliance on the BP's misstatements. 98. Under the provisions of 18 U.S.C. § 1964(c), BP is jointly and severally liable to Plaintiff and the Class for three times the damages sustained, plus the costs of bringing this suit, including reasonable attorneys' fees. COUNT II — BREACH OF LEASE (INCLUDING EXPRESS TERMS AND IMPLIED COVENANTS) 99. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 100. Plaintiff and the other Class Members entered into written, fully executed, oil and gas leases with BP, and the express and implied terms of those leases were breached which include implied covenants requiring BP to prepare the gas and its constituent parts for market at BP's sole cost. The leases also place upon BP the obligation to properly account for and pay royalty interests to royalty owners under the mutual benefit rule and good faith and fair dealing. 101. At all material times, Plaintiff and the Class have performed their terms and obligations under the leases. 102. BP breached the leases, including the implied covenants, by its actions and/or inactions in underpaying royalty or not paying royalty on all products sold from the gas stream. 103. As a result of BP's breaches, Plaintiff and the Class have been damaged through underpayment of the actual amounts due. 24 6:10'-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 25 of 31 COUNT III — BREACH OF FIDUCIARY DUTY 104. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 105. The Class members have interests in Oklahoma wells that have unitized under 52 Okla. Stat. § 87.1. 106. A fiduciary duty was created and vested when BP (or its predecessor in interest) requested and received unitization orders from the Oklahoma Corporation Commission pursuant to those statutes. 107. BP is the unit operator by appointment from the Oklahoma Corporation Commission for Class members. 108. BP breached its fiduciary duty to the Class members by failing to properly report, account for, and distribute gas proceeds to the Class members for their proportionate royalty share of gas production. 109. As a direct and proximate result of BP's conduct in breaching its fiduciary duties, Class members are entitled to recover actual damages. 110. Plaintiff and the Class are also entitled to and seek pre judgment interest, post- judgment interest, attorneys' fees from the common fund, expenses, and costs. COUNTS IV, V, AND VI — FRAUD, DECEIT, AND CONSTRUCTIVE FRAUD 111. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 112. BP made uniform misrepresentations and/or omissions on the monthly check stubs sent to Class members reflecting the wrong volume and price, and not detailing all of the monetary fee and in-kind volumetric deductions. 25 l 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 26 of 31 113. As set forth above, BP made a material representation that was false and/or omitted to state one or more material facts needed to make what was stated not misleading. BP knew when the material representations were made on the check stubs that the statements were false or misleading and/or at least made recklessly without any knowledge of their truth, or made the statements with the intent that Plaintiff and the Class would rely on them. Plaintiff and the Class Members did rely on and/or are legally presumed to have relied upon these uniform written representations as being truthful and accurate, when they were not. Plaintiff and the Class Members suffered injury and were underpaid as a result. 114. BP also concealed or failed to disclose facts about the price, volume, value, various products produced, and deductions, which BP had a duty to disclose to avoid presenting half-truths or misrepresentations. 115. BP undertook the duty to properly account by making the statements in check stubs on a monthly basis to royalty owners. By speaking on the issue, BP had a duty to make full and fair disclosure of all relevant facts. This is especially so because BP had superior and/or specialized knowledge and/or access to information when compared to royalty owners. 116. BP knew that its representations or omissions on the monthly check stubs were at least ambiguous and created a false impression of the actual facts to the royalty owners. 117. BP knew the facts were peculiarly within BP's knowledge and that the Class was not in a position to discover the facts pertaining to the proper volume, values, and constituents coming from their wells. Accordingly, having spoken on the subject matter, BP had a duty to make full and fair disclosure of all material facts such that its statements were not misleading, but did not. 26 r 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 27 of 31 118. BP was deceitful by suggesting, as a fact, that the volume, price, value and other statements were as set forth on the monthly check stubs when those statements were not true. BP knew the statements were not true, had no reasonable grounds for believing they were true, or gave only such information as was likely to mislead for want of the communication of the non - disclosed facts. 119. The misrepresentations and omissions were intentionally made. They were intended to suggest that the price was a third party commercial price without hidden deductions, the volumes were accurately measured without volumetric deductions, and that deductions would be shown on the check stub when in fact they were not. 120. By creating and mailing misleading check stubs to the Class, BP has fraudulently and deceitfully misled the Class into believing that the Class Members had been paid on the full value of the production from their wells. 121. BP acted intentionally or recklessly in disregard of the rights of Plaintiff and the Class Members, on a uniform basis, by not properly paying royalty owners, by deceiving them with check stubs that were misleading, and by failing to correct BP's royalty payment practices after being sued multiple times for underpaying royalties such that punitive damages should be awarded and that BP acted intentionally and with malice toward Plaintiff and the Class Members subjecting BP to punitive damages. 122. As a direct and proximate result of BP's deceit and fraud, Plaintiff and the Class were underpaid monthly for royalties and are entitled to recover actual and punitive damages. 123. In addition, the money wrongfully obtained by BP as a result of what should have been paid to Plaintiff and the Class should be held in constructive trust along with monetary interest for Plaintiff and the Class. 27 i 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 28 of 31 COUNT VII — TORTIOUS BREACH OF LEASE 124. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 125. Defendants' actions amount to more than a simple breach of contract. Implied into every contract is the duty to deal honestly and fairly. Class. 126. Defendants are guilty of tortious breach of contract resulting in damages to the 127. Defendants' tortious acts were performed intentionally, maliciously and with utter disregard to the express and implied rights of the Class. Therefore, in addition to actual damages, Defendants should pay punitive damages as a method of punishing Defendants and setting an example for others. PRAYER FOR RELIEF WHEREFORE, Plaintiff prays for an Order and Judgment against BP as follows: a. That the Court determine that this action may be maintained as a class action under Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and direct that reasonable notice of this action, as provided by Rule 23(c)(2) of the Federal Rules of Civil Procedure, be given to members of the Class; b. Appointing Plaintiff as the class representative, and Plaintiff's Counsel as class counsel; c. Awarding Plaintiff and the Class damages and treble damages for the violation of RICO, plus attorneys' fees, as set forth in the RICO statute; d. Awarding Plaintiff and the Class damages for actual damages for breach of lease, and interest at the highest allowable rate (such as lawful, equitable, or internal rate 28 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 29 of 31 of return), as well as compensatory and punitive damages for breach of fiduciary duty, fraud, deceit, and constructive fraud; e. Awarding pre- and post judgment interest; f. Granting Plaintiff and the Class the costs of prosecuting this action together with reasonable attorney's fees out of the recovery; g. Granting such other relief as this Court may deem just, equitable and proper. DEMAND FOR JURY TRIAL Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiff requests a jury trial on all matters so triable. 29 Respectfully Submitted, /s/Reagan E Bradford REAGAN E. BRADFORD OBA No. 22072 W. MARK LANIER (Pro Hac Vice) Texas State Bar No.: 11934600 The Lanier Law Firm Houston Office: 6810 FM 1960 West Houston, Texas 77069 Telephone: (713) 659-5200 Oklahoma Office: 12 E. California Ave., Suite 200 Oklahoma City, OK 73104 WML@Ianierlawfirm.com Reagan.Bradford@lanierlawfirm.com REX A. SHARP OBA No. 011990 BARBARA C. FRANKLAND OBA No. 33102 RYAN C. HUDSON OBA No. 33104 Rex. A. Sharp, P.A. 5301 W. 751h Street 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 30 of 31 Prairie Village, KS 66208 (913) 901-0505 (913) 901-0419 fax rsharpAmidwest-law.com DANIEL E. SMOLEN OBA No. 19943 Smolen Smolen & Roytman 701 S. Cincinnati Ave. Tulsa, OK 74119 (918) 585-2667 (918) 585-2669 fax danielsmolen@ssrok.com COUNSEL FOR PLAINTIFF 30 6:16-cv-00410-RAW Document 169-1 Filed in ED/OK on 04/11/18 Page 31 of 31 CERTIFICATE OF SERVICE I hereby certify that on April _, 2018, a true and correct copy of the above and foregoing document was served in accordance with the Local Rules on all counsel of record via the Court's electronic filing system. /s/ Reagan E. Bradford Reagan Bradford 31 6:16-cv-00410-RAW uocument 171-1 Filed in ED/OK on 04/13/18 Page 52 of 140 Exhibit 1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA JOHN CECIL, on behalf of himself and all others similarly situated, Plaintiff, VS. BP AMERICA PRODUCTION COMPANY (f/k/a Amoco Production Company) (including BP Amoco Corporation, ARCO, BP Exploration, Inc., BP Corporation North America, Inc., and BP Energy Company), Defendant. Civil Action No. 16 -CV -00410 -RAW ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT, CERTIFYING THE CLASS FOR SETTLEMENT PURPOSES, APPROVING FORM AND MANNER OF NOTICE, AND SETTING DATE FOR FINAL FAIRNESS HEARING This is a proposed class action lawsuit brought by Plaintiff, John Cecil ("Plaintiff'), on behalf of himself and as the proposed representative of a Class of royalty owners (defined below), against BP America Production Company ("Defendant"), for, among other claims, the alleged underpayment of gas royalties on gas and its constituents (including helium, residue gas, natural gas liquids, nitrogen and condensate) produced from wells in Oklahoma where g Defendant, including its affiliated predecessors or affiliates, is or was the operator or as a non - operator, Defendant separately marketed its gas. On April 13, 2018, the Parties executed the 1 6:16-cv-00410-RAW document 171-1 Filed in ED/OK on 04/13/18 Page 53 of 140 Settlement Agreement finalizing the terms of the proposed class action Settlement.' The Settlement Agreement (including the exhibits thereto) sets forth the terms and conditions for the proposed Settlement of the Litigation. In accordance with the terms of the proposed Settlement Agreement, Plaintiff now presents the Settlement Agreement to the Court for preliminary approval under Federal Rule of Civil Procedure 23. After reviewing the pleadings and Plaintiffs Motion to Certify the Settlement Class, Preliminarily Approve Class Action Settlement, Approve Form and Manner of Notice, and Set Date for Final Fairness Hearing and Opening Brief in Support ("Motion for Preliminary Approval'), the Court has preliminarily considered the Settlement Agreement and the resulting Settlement to determine, among other things, whether the Settlement Agreement warrants the issuance of notice to the Settlement Class. Upon reviewing the Settlement Agreement and the Motion for Preliminary Approval, it is hereby ORDERED, ADJUDGED AND DECREED as follows: I . For purposes of this Order, the Court adopts all defined terms as set forth in the Settlement Agreement unless otherwise defined herein. 2. The Court finds the Settlement Class should be certified for the purposes of proceeding forward with the Settlement. The Class meets all certification requirements of Federal Rule of Civil Procedure 23 for a settlement class. The certified Settlement Class is defined as follows: All persons or entities, except as specifically excluded below, who are or were royalty owners in wells located in Oklahoma which had production during any portion of the time period from January 1, 1985 through and including December 31, 2017, where Defendant BP America Production Company (including its affiliated predecessors and affiliated successors) is or was the Capitalized terms not otherwise defined in this Order shall have the meaning ascribed to them in the Settlement Agreement. 2 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 54 of 140 operator (or a working interest owner) who marketed its share of gas as to production before January 1, 2018. The claims in this matter relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) United States agencies and Indian tribes and allottees; (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) Defendant, its affiliates, predecessors, and employees, officers, and directors; (4) the claims of royalty owners to the extent their claims are covered by prior settlement agreements, if any, releasing claims as to all or part of the Class Period, but only to the extent such prior settlements fully released the claims of such royalty owner(s) that would be released by this proposed class settlement as to the Class Wells, Released Parties, and Released Claims (the intent being that this Settlement be and remain effective as to any claims not already released by any such prior settlement agreements); (5) overriding royalty owners and others whose interest was carved out from the lessee's working interest; (6) officers of the Court in this case; (7) persons or entities that the Court determines Plaintiff's Counsel are prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; (8) any publicly traded company and their affiliated entities that produces, gathers, processes or markets gas; and (9) royalty owners who are suing in their individual capacities only for the alleged underpayment or nonpayment of royalties in Watts, et al. v. BP America Production Company, Case No. C-2001- 73 in the District Court for Pittsburg County, Oklahoma.2 3. The Court finds the above -defined Settlement Class satisfies all prerequisites of Federal Rule of Civil Procedure 23 for certification of a settlement class: a. Numerosity. Plaintiff has demonstrated "[tjhe class is so numerous that joinder of all members is impracticable." FED. R. Civ. P. 23(a)(1). The Tenth Circuit has not adopted a set number as presumptively sufficient to meet this burden, and there is "no set formula to determine if the class is so numerous that it should be so certified." Trevizo v. Adams, 455 F.3d 1155, 1162 (10th Cir. 2006). Whether a class satisfies the numerosity requirement is "a fact -specific inquiry" that district courts have "wide latitude" when determining. In re Cox Enters., Inc., No. 12 -ML -2048-C, 2014 WL 2 The Plaintiffs in the Watts v. Amoco case as of the date hereof are: Ronald W. McGee, as Trustee of Watts Ranch, LLC; Nora Ann Watts Enis; Judy R. Durant; Johnye L. Barnes; the Estate of Clara Joann Smith; and the C&J Wilcox Family Trust. I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04i13/18 Page 55 of 140 104964, at *3 (W.D. Okla. Jan. 9, 2014) (quoting Trevizo, 455 F.3d 1155, 1162 (10th Cir. 2006); Chieftain Royalty Co. v. XTO Energy, Inc., No. CIV -11 -29 -KEW, 2018 WL 501656, at *2 (E.D. Okla. Jan. 18, 2018) (same). Here, the Settlement Class consists of thousands of royalty owners. Therefore, the Court finds the numerosity prerequisite is undoubtedly met. b. Commonality. Plaintiff has also demonstrated "[t]here are questions of law or fact common to the class" in relation to the proposed Settlement Class. FED. R. Civ. P. 23(a)(2). C. Typicality. Plaintiff has also shown "[t]he claims or defenses of the representative parties are typical of the claims or defenses of the class" in relation to the Settlement Class proposed under the Settlement Agreement. FED. R. Civ. P. 23(a)(3). d. Adequacy. Plaintiff and Plaintiffs Counsel have demonstrated "[t]he representative parties will fairly and adequately protect the interests of the class" for the purposes of the proposed Settlement Class. FED. R. Civ. P. 23(a)(4). In addition, because the Court finds Plaintiff, John Cecil, to be an adequate representative of the Settlement Class, and Plaintiffs Counsel The Lanier Law Firm (Reagan Bradford and Mark Lanier) and Rex A. Sharp, P.A. (Rex Sharp and Barbara Frankland) to be adequate Class Counsel under Rule 23(a)(4) and (g)(1-4) for the Settlement Class, the Court hereby appoints Plaintiff as Class Representative; and Plaintiffs Counsel The Lanier Law Firm (Reagan Bradford and Mark Lanier) and Rex A. Sharp, P.A. (Rex Sharp and Barbara Frankland) as Settlement Class Counsel for the Settlement Class. 4. The Court also finds the requirements of Federal Rule of Civil Procedure 23(b)(3) are met in the context of this Settlement Class: C! i 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 56 of 140 a. Predominance. Class Representative has shown "questions of law or fact common to the members of the [Settlement] Class predominate over any questions affecting only individual members." FED. R. Civ. P. 23(b)(3). b. Superiority. Class Representative has also established the resolution of the Litigation pursuant to the Settlement Agreement and settlement "is superior to other available methods for the fair and efficient adjudication of the controversy" FED. R. Civ. P. 23(b)(3). In sum, the Court finds the Settlement Class should be certified for the purposes of this proposed class settlement, as the Settlement Class meets all certification requirements of Federal Rule of Civil Procedure 23 for a settlement class. The Settlement Class is certified for settlement purposes only. In determining whether the requirements of Rule 23 have been satisfied for purposes of certifying the above class for settlement purposes, the Court has taken into account the fact of settlement and its impact upon the factors required for certification of the Settlement Class. Among other impacts of settlement, the Court need not inquire whether the case, if tried, would present intractable case management problems since the result of settlement is that there will be no trial. Because this case has been settled at this stage of the proceedings, the Court does not reach, and makes no ruling either way, as to the issue of whether the Settlement Class certified by agreement here for settlement purposes could have ever been certified in this case as a class for litigation purposes. 5. The Court preliminarily finds: (i) the proposed Settlement Agreement resulted from extensive arm's-length negotiations; (ii) the proposed Settlement Agreement was agreed to only after Class Counsel had conducted legal research, extensive discovery, and expert analysis regarding the strengths and weakness of Class Representative and the Class' claims; G 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 57 of 140 (iii) Class Representative and Class Counsel have concluded that the proposed Settlement Agreement is fair, reasonable, and adequate; and (iv) the proposed Settlement is sufficiently fair, reasonable, and adequate to warrant sending notice of the proposed Settlement Agreement and resulting Settlement to the Settlement Class. 6. Having considered the essential terns of the Settlement Agreement under the recognized standards for preliminary approval as set forth in the relevant jurisprudence, the Court preliminarily approves the Settlement Agreement, subject to the right of any member of the Settlement Class to challenge the fairness, reasonableness, and adequacy of the Settlement, Settlement Agreement, Allocation Methodology, or proposed Initial Plan of Allocation (or any other Plan of Allocation), and to show cause, if any exists, why a Final Judgment dismissing the Litigation based on the Settlement Agreement should not be ordered after adequate notice to the members of the Settlement Class has been given in conformity with this Order. As such, the Court finds that those Settlement Class Members whose claims would be settled, compromised, dismissed, and released pursuant to the Settlement Agreement should be given notice and an opportunity to be heard regarding final approval of the Settlement Agreement and other matters. 7. The Court further preliminarily approves the form and content of the proposed Notice of Settlement, attached to the Settlement Agreement as Exhibits 3 and 4, respectively. The Court finds Exhibit 3, the notice to be mailed, and Exhibit 4, the notice to be published, are the best notice practicable under the circumstances, constitute due and sufficient notice to all persons and entities entitled to receive such notice, and fully satisfy the requirements of applicable laws, including due process and Federal Rule of Civil Procedure 23. The Court finds the form and content of the Notice of Settlement fairly and adequately, among other matters: (i) P 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 58 of 140 summarizes the terms and effect of the Settlement Agreement and resulting Settlement; (ii) notifies the Class that Plaintiff will seek Plaintiffs Attorneys' Fees, reimbursement of Litigation Expenses, and a Case Contribution Award for Class Representative's services; (iii) notifies the Class of the time and place of the Final Fairness Hearing as initially set by the Court; (iv) describes the procedure for requesting exclusion from the Settlement; and (v) describes the procedure for objecting to the Settlement or any part thereof. 8. The Court also preliminarily approves the proposed manner of communicating the Notice of Settlement to the Class, as set out below, and finds that it is the best notice practicable under the circumstances, constitutes due and sufficient notice to all persons and entities entitled to receive such notice, and fully satisfies applicable Constitutional standards and the requirements of other applicable laws, including due process and Federal Rule of Civil Procedure 23: a. Within 45 days after entry of the Preliminary Approval Order, or as otherwise ordered by the Court, the Settlement Administrator will mail (or cause to be mailed) the Notice of Settlement, Exhibit 3, by first class mail to all Class Members who have been identified after reasonable efforts to do so. The Notice of Settlement will be mailed to Class Members using the royalty paydeck data described in paragraph 3.3 of the Settlement Agreement and any updated addresses found by the Settlement Administrator. For wells currently operated by Defendant, the Notice of Settlement will be mailed to Class Members using Defendant's December 2017 royalty paydeck data. For non -operated wells where Defendant separately marketed gas, the Settlement Administrator will mail the Notice of Settlement based on reasonably current royalty owner names and addresses which are reasonably available and produced from the well 7 1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 59 of 140 operator. For wells that have been sold or are no longer producing, the Settlement Administrator will mail the Notice of Settlement to the last known royalty owners based on electronic data reasonably available to Defendant. The Settlement Administrator will also publish the summary form of the Notice of Settlement as described below. It is not reasonable or economically practical for the Parties to do more to determine the names and addresses of Class Members. b. Within 10 days after mailing of the first Notice of Settlement, the Settlement Administrator also shall publish (or cause to be published) the Notice of Settlement, Exhibit 4, once in each of the following newspapers: (1) The Oklahoman, a paper of general circulation in Oklahoma; (2) The Tulsa World, a paper of general circulation in Oklahoma; (3) The Muskogee Phoenix, a paper of local circulation; and (4) The McAlester News Capital & Democrat, a paper of local circulation. C. Within 10 days after mailing the first Notice of Settlement, Exhibit 3, and through the Final Fairness Hearing, the Settlement Administrator will also display (or cause to be displayed) on an Internet website dedicated to this Settlement the following documents, among other documents the Settlement Administrator may determine to post on the site: (1) the Notice of Settlement, (2) the last amended Complaint and Answer, (if there is one), (3) the Settlement Agreement, and (4) the Preliminary Approval Order. d. Defendant shall advance half of the Administration, Notice, and Distribution Costs up to $750,000.00 in accordance with the Settlement Agreement. Plaintiffs Counsel shall advance the other half (i.e., each shall advance up to $375,000.00). 3 I 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 60 of 140 9. In keeping with the Court's approval of the form, content, and manner for the Notice of Settlement, any future communications concerning the Settlement of this Litigation shall be approved by the Court prior to their distribution to Class Members. This provision does not apply to Defendant's payment of royalty or other communications made in the usual and ordinary course of its business. 10. The Court appoints JND Legal .Administration to act as Settlement Administrator and perform the associated responsibilities set forth in the Settlement Agreement. The Settlement Administrator will receive and process any Requests for Exclusion and, if the Settlement Agreement and resulting Settlement are finally approved by the Court, will supervise and administer the Settlement in accordance with the Settlement Agreement, the Judgment, and the Court's Plan of Allocation order(s) authorizing distribution of the Net Settlement Fund to Class Members. The Parties and their counsel shall not be liable for any act or omission of the Settlement Administrator. 11. Pursuant to Federal Rule of Civil Procedure 23(e), a Final Fairness Hearing shall be held on , 2018 at .M. in the United States District Court for the Eastern District of Oklahoma, the Honorable Ronald A. White presiding, to, among other related matters: a. determine whether the Settlement Agreement should be approved by the Court as fair, reasonable, and adequate and in the best interests of the Class; b. determine whether the notice method utilized: (i) constituted the best practicable notice under the circumstances and applicable legal standards; (ii) constituted notice reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Litigation, the proposed Settlement Agreement and the 7 f 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 61 of 140 Settlement contemplated therein, their right to exclude themselves from the Settlement, their right to object to the Settlement, and their right to appear at the Final Fairness Hearing; (iii) was reasonable and constituted due, adequate, and sufficient notice to all persons and entities entitled to such notice; and (iv) met applicable Constitutional standards and all applicable requirements of the Federal Rules of Civil Procedure and any other applicable law; C. determine whether the Judgment should be entered pursuant to the Settlement Agreement dismissing the Litigation against Defendant with prejudice and extinguishing, releasing, and barring all Released Claims against all Released Parties, and making the other findings and rulings provided therein, all in accordance with the Settlement Agreement; d. determine the proper method of allocation and distribution of the Net Settlement Fund among Class Members who are part of the Settlement Class; e. determine whether the applications for Plaintiffs Attorneys' Fees, for reimbursement of Litigation Expenses, and for a Case Contribution Award to Class Representative are fair and reasonable and should be approved; and f. rule on such other matters as the Court may deem appropriate. 12. The Court reserves the right to adjourn, continue to a future date, and/or reconvene the Final Fairness Hearing, or any aspect thereof (including the consideration of the application for Plaintiffs Attorneys' Fees and reimbursement of Litigation Expenses), without further notice to the Settlement Class of the revised hearing date. The Court may also approve the Settlement Agreement at or after the Final Fairness Hearing without notice to the Settlement Class of any revised hearing date. The Settlement Administrator will update the 10 1 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 62 of 140 . website maintained pursuant to paragraph 8(c) of this Order to reflect the current information about the date and time for the Final Fairness Hearing, so that those persons interested in attending the Final Fairness Hearing may check the Settlement website for updated information regarding the date of the Final Fairness Hearing. 13. Class Members wishing to exclude themselves from the Settlement Class must submit to the Settlement Administrator a valid and timely Request for Exclusion. Requests for Exclusion must include: (i) the Class Member's name, address, telephone number, and notarized signature; (ii) a statement that the Class Member wishes to be excluded from the Settlement Class in Cecil v. BP, Case No. 16 -CV -00410 -RAW (E.D. Okla.); and (iii) a description of the Class Member's interest in any Oklahoma wells where Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas, including the name, well number, county in which the well is located, and the owner identification number. All Requests for Exclusion must be mailed to the Settlement Administrator by United States Certified Mail, return receipt requested, using the address for the Settlement Administrator shown in the Notice of Settlement. Each Request for Exclusion must be mailed in sufficient time that it is received by the Settlement Administrator by , 2018, unless such deadline is changed or altered by order of this Court. The Settlement Administrator is directed to in turn promptly email each Request for Exclusion it receives to Plaintiff's Counsel and Defendant's Counsel, using email addresses each set of counsel will provide to the Settlement Administrator. The Settlement Administrator is directed to file the Requests for Exclusion with the Court prior to the date of the Final Fairness Hearing. Requests for Exclusion may not be submitted through the website or by phone, facsimile, or email. A Request for Exclusion shall be effective after the Court approves its sufficiency in connection 11 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 0413/18 Page 63 of 140 with its final approval order and judgment. Any member of the Settlement Class that has not timely and properly filed a Request for Exclusion shall be a Class Member and shall be bound by the terms of the Settlement Agreement and the resulting Settlement if the Court finally approves the Settlement Agreement. 14. Any Class Member who wishes to object to the fairness, reasonableness, or adequacy of the Settlement Agreement, any term of the Settlement Agreement, the Allocation Methodology, the Initial Plan of Allocation, the request for Plaintiffs Attorneys' Fees and Litigation Expenses, or the proposed request for a Case Contribution Award to Class Representative may file an objection. An objector must file with the Court a written objection containing the following: (i) a heading referring to Cecil v. BP, Case No. 16 -CV -00410 -RAW, and to the United States District Court for the Eastern District of Oklahoma; (ii) a statement as to whether the objector intends to appear at the Final Fairness Hearing, either in person or through counsel, and, if through counsel, counsel must be identified by name, address and telephone number; (iii) a detailed statement of the specific legal and factual basis for each objection; (iv) a list of any witnesses the objector may call at the Final Fairness Hearing, together with a brief summary of each witness's expected testimony (to the extent the objector desires to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court); (v) a list of and copies of any exhibits the objector may seek to use at the Final Fairness Hearing; (vi) a list of any legal authority the objector may present at the Final Fairness Hearing; (vii) the objector's name, current address, telephone number, all royalty owner identification numbers with Defendant (or other operator), (viii) the objector's signature executed before a Notary Public; (ix) identification of the objector's interest in wells where 12 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 64 of 140 Defendant, including its predecessors or affiliates, is or was the operator or, as a non -operator, Defendant separately marketed gas (by well name, payee well number, and county in which the well is located) during the Class Period; and (x) if the objector is objecting to any portion of Plaintiffs Counsel's requested attorneys' fees, the requested Litigation Expenses, or the requested Case Contribution Award, the objector must specifically state the portion of Plaintiffs Attorneys' Fees, Litigation Expenses, and/or Case Contribution Award (whichever applies to the objection) that he/she believes is fair and reasonable and the portion that is not. Such written objections must be filed with the Court in the Litigation no later than 2018 at 5:00 p.m. Central time. Any Class Member who fails to timely file and serve such written statement and provide the required information will not be permitted to present any objections at the Final Fairness Hearing and such failure will render any such attempted objection untimely and of no effect. All presentations of objections will be further limited by the information listed. Either or both Party's Counsel may file a reply or response to any objections no later than 2018. The procedures set forth in this paragraph do not supplant, but are in addition to, any procedures required by the Federal Rules of Civil Procedure. 15. Any objector who timely files and serves a valid written objection in accordance with the above paragraph may also appear at the Final Fairness Hearing, either in person or through qualified counsel retained at the objector's expense. Objectors or their attorneys intending to present any objection at the Final Fairness Hearing must comply with the Local Rules of this Court in addition to the requirements set forth above. 16. If the Settlement is not granted final approval by the Court, is terminated in accordance with the terms of the Settlement Agreement, or a Judgment approving it is entered 13 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 65 of 140 that does not become Final and Non -Appealable for any reason whatsoever, the Settlement Agreement, Settlement, and any actions taken or to be taken by the Court in connection therewith (including this Order and any Judgment entered herein), shall be terminated and become void and of no further force and effect as described in the Settlement Agreement (including, but not limited to paragraph 9.4 of the Settlement Agreement). Any obligations or provisions relating to the refund of Plaintiffs Attorneys' Fees, Litigation Expenses, the payment of Administration, Notice, and Distribution Costs already incurred, and any other obligation or provision in the Settlement Agreement that expressly pertains to the termination of the Settlement or events to occur after the termination, shall survive termination of the Settlement Agreement and resulting Settlement. 17. All proceedings in the Litigation, other than such proceedings as may be necessary to carry out the terms and conditions of the Settlement Agreement, are hereby stayed and suspended until further order of this Court. 18. Pending final approval of the Settlement Agreement, the Court hereby enjoins and restrains all members of the Settlement Class from continuing, maintaining, filing, commencing, prosecuting, supporting, intervening in, or participating as plaintiffs, claimants, or class members in, any other action or proceeding in any jurisdiction against the Released Parties, or any of them, that is based on, relating to, or arising out of the claims and causes of action, or the facts and circumstances at issue in this Litigation and/or the Released Claims, unless and until (i) the Court enters a final order herein approving the proposed Settlement and entering the Judgment, (ii) the Court enters a final order herein denying approval of the proposed Settlement, or (iii) the Settlement Agreement is otherwise terminated. 14 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 66 of 140 19. Entering into or carrying out the Settlement Agreement, and any negotiations or proceedings related thereto, is not, and shall not be construed as, or deemed to be evidence of, an admission or concession by any of the Parties to the Settlement Agreement and shall not be offered or received in evidence in any action or proceeding by or against any Party in any court, administrative agency, or other tribunal for any purpose whatsoever other than to enforce the provisions of the Settlement Agreement or the provisions of any related agreement, order, judgment or release. This Order shall not be construed or used as an admission, concession, or declaration by or against the Defendant and any other Released Party of any fault, wrongdoing, breach, or liability, or the propriety of maintaining this Litigation as a contested class action. Defendant specifically denies any such fault, wrongdoing, breach, liability, and allegations regarding certification for litigation (as opposed to settlement) purposes. This Order shall not be construed or used as an admission, concession, or declaration by or against Class Representative or the members of the putative Settlement Class that their claims lack merit or that the relief requested in the Litigation is inappropriate, improper, or unavailable. This Order shall not be construed or used as an admission, concession, declaration, or waiver by any party of any arguments, defenses, or claims he, she, or it may have with respect to the Litigation in the event the Settlement is terminated. Moreover, the Settlement Agreement and any proceedings taken pursuant thereto are for settlement purposes only. 20. The Court may, for good cause shown, extend any of the deadlines set forth in this Order without further written notice to the members of the Settlement Class. 15 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 67 of 140 IT IS SO ORDERED this _ day of April 2018. RONALD A. WHITE UNITED STATES CHIEF JUDGE 16 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 68 of 140 APPROVED: CLASS COUNSEL: REAGAN E. BRADFORD OBA No. 22072 W. MARK LANIER (Pro Hac Vice) The Lanier Law Firm Oklahoma Office: 100 E. California Ave., Suite 200 Oklahoma City, OK 73104 Houston Office: 6810 FM 1960 West Houston, Texas 77069 Telephone: (713) 659-5200 WML@LanierLawFirm.com Reagan.Bradford@LanierLawFirm.com REX A. SHARP OBA No. 011990 Rex. A. Sharp, P.A. 5301 W. 75' Street Prairie Village, KS 66208 (913)901-0505 (913) 901-0419 fax rsharp@midwest-law.com 17 6:16-cv-00410-RAW Document 171-1 Filed in ED/OK on 04/13/18 Page 69 of 140 DEFENSE COUNSEL: Mark D. Christiansen, OBA #1675 Michael F. Smith, OBA #14815 McAFEE & TAFT A Professional Corporation 10`h Floor, Two Leadership Square 211 N. Robinson Avenue Oklahoma City, Oklahoma 73102-7103 Telephone: 405-235-9621 Mark.christiansen@mcafeetaft.com Michael.smith@mcafeetaft.com D. Patrick Long, pro hac vice SQUIRE PATTON BOGGS (US) LLP 2000 McKinney Ave., Suite 1700 Dallas, Texas 75201 Telephone: 214-758-1500 Patrick.long@squirepb.com Greg R. Wehrer, pro hac vice Amanda D. Price, pro hac vice SQUIRE PATTON BOGGS (US) LLP 6200 Chase Tower, 600 Travis St. Houston, Texas 77002 Telephone: 713-546-5850 Charles D. Neal, Jr., OBA #6591 Steidley & Neal, PLLC CityPlex Towers 2448 E. 81st Street, 53rd Floor Tulsa, OK 74137 (918) 664-4612 (918) 664-4133 (Facsimile) cdn@steidleyneal.com Harvey D. Ellis, OBA #2694 Crowe & Dunlevy A Professional Corporation Braniff Building 324 N. Robinson Avenue, Suite 100 Oklahoma City, Oklahoma 73102 (405) 235-7700 (405) 239-6651 (Facsimile) harvey.ellis@crowedunlevy.com 18 r 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 1 of 24 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA J014N CECIL, on behalf of himself and all others similarly situated, Plaintiff, VS. BP AMERICA PRODUCTION COMPANY (including affiliated predecessors and affiliated successors), Defendant. Civil Action No. 16 -CV- 410 -KEW PLAINTIFF'S ORIGINAL CLASS ACTION COMPLAINT John Cecil ("Plaintiff'), on behalf of himself and the Class of all other persons similarly situated, files this Original Class Action Complaint against BP America Production Company (`BP"), and alleges and states as follows: SUMMARY OF ACTION 1. Plaintiff and the Class bring claims against BP concerning BP's actual, knowing and willful underpayment or non-payment of royalties on natural gas and/or constituents of the gas stream produced from wells through improper accounting methods (such as not paying on the starting price for gas products but instead taking improper deductions) and by failing to account for and pay royalties, all as more fully described below. JURISDICTION AND VENUE 2. This Court has original jurisdiction over the claims asserted in this complaint pursuant to 28 U.S.C. § 1332(d) because this is a class action where the amount in controversy exceeds the sum of $5,000,000 and because Plaintiff and BP are citizens of different states. 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 2 of 24 3. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because BP transacts business and is found within this District, and/or has agents within this District, and a substantial part of the events giving rise to the claims asserted herein occurred in this District. PARTIES 4. Plaintiff is a citizen and resident of Oklahoma. Plaintiff owns a royalty interest in in a BP operated well that produces gas. 5. BP is a corporation organized under Delaware law with its principal place of business in Texas and may be served with process by serving its registered agent, The Corporation Company, 1833 S. Morgan Road, Oklahoma City, OK 73128. 6. BP is in the business of producing and marketing gas and constituent products from the wells in which Class members hold royalty interests. 7. The typical royalty payment is between 1/8th and 3/16th of a well's revenue. 8. BP and its affiliated predecessors, successors, and current and past employees, agents, representatives, attorneys, or others acting on their behalf and all those to whose prior leasehold interests they have succeeded and for whom they are legally liable whether by merger, assignment, or otherwise shall herein collectively be known as "Defendant" or `BP" 9. The acts charged in this Complaint as having been done by BP were authorized, ordered, or done by officers, agents, affiliates, employees, or representatives, while actively engaged in the conduct or management of BP's business or affairs, and within the scope of their employment or agency with BP. 2 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 3 of 24 CLASS ACTION ALLEGATIONS 10. Plaintiff brings this action on behalf of himself and as a class action pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of the following class (the "Class"): All persons who are royalty owners in Oklahoma wells where BP (including its affiliated predecessors and affiliated successors) is or was the operator (or a working interest owner who marketed its share of gas and directly paid royalties to the royalty owners) from January 1, 1993 to the date Class Notice is given. The Class claims relate to royalty payments for gas and its constituents (such as residue gas, natural gas liquids, helium, nitrogen, or drip condensate). Excluded from the Class are: (1) agencies, departments or instrumentalities of the United States of America, including but not limited to the U.S. Department of the Interior (the United States, Indian tribes, and Indian allottees); (2) the State of Oklahoma or any of its agencies or departments that own royalty interests; (3) BP, its affiliates, predecessors, and employees, officers, and directors; (4) any publicly traded company or its affiliated entity that produces, gathers, processes, or markets gas; (5) the claims of royalty owners to the extent covered by arbitration clauses or prior settlement agreements, if any, still in effect at the time suit was filed herein; (6) overriding royalty owners and others whose interest was carved out from the lessee's interest; (7) royalty owners who have already filed and still have pending lawsuits for underpayment of royalties against BP at the time suit is filed herein; (8) royalty owners only to the extent they take gas in-kind, if any; and, (8) royalty owners only to the extent receiving "Blanchard" payments. 11. The members of the Class are so numerous and geographically dispersed that joinder of all members is impracticable. 12. BP operates or has operated thousands of Class Wells that produce gas. BP holds a working interest in these Wells, with at least one, and usually multiple, royalty owners for each well. 13. BP has within its possession or control records that identify all persons to whom it (including affiliated predecessors and those for whom it is legally responsible) has paid royalties from Class Wells during the Class Period. 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 4 of 24 14. The questions of fact or law common to Plaintiff and the Class include, without limitation, one or more of the following: a. Whether the Plaintiff and members of the Class are beneficiaries of the implied Marketable Condition Rule (MCR) which requires BP to sever the gas from the ground and to prepare the gas for market at BP's sole expense? If so, whether: 1) the Midstream Costs of gathering, compression, dehydration, treatment, and processing (GCDTP) are costs associated with preparing the gas for market such that none of them should have been deducted from royalties but all of them were; or 2) whether the market for gas occurs before GCDTP are incurred such that the Class's claim is only for excessive deductions of Midstream Costs? ii. If not, whether the Class members were party to a lease that expressly allows deduction of all of the GCDTP Midstream Costs ("Express Deduction Lease" or "ED Lease"), such that these Class members have a claim only for excessive deductions of Midstream Costs, and if so, whether the Midstream Costs actually deducted were excessive in amount? b. Whether BP paid royalty to Plaintiff and members of the Class for all valuable constituents coming from their wells and which inured to BP's benefit either: 1) through credit toward the Midstream Costs; or 2) by contractual consideration in- kind to a midstream company (such as drip condensate, helium, liquefied nitrogen, some percentage of residue, some percentage of fractionated NGLs, plant fuel, or FL&in? c. Whether BP (including any of its affiliates) paid royalty to Plaintiff and members of the Class based on a starting price below what BP or its affiliates received in arm's-length sales transactions? d. Can class -wide damages be calculated for Plaintiff's theories of liability? 15. Plaintiff is typical of other class members because BP pays royalty to Plaintiff and other Class members using a common method. BP pays royalty based on the net revenue BP receives under its gas contracts which terms royalty owners do not know or approve. The contracts are for services necessary to place the gas and its constituent parts into marketable condition so they can be sold into recognized, active, and competitive commercial markets. 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 5 of 24 16. Plaintiff will fairly and adequately protect the interests of the members of the Class. Plaintiff is a royalty owner to whom BP pays royalty. Plaintiff understands his duties as a Class representative. Plaintiff has retained counsel competent and experienced in class action and royalty owner litigation. 17. This action is properly maintainable as a class action. Common questions of law or fact exist as to all members of the Class and those common questions predominate over any questions solely affecting individual members of such Class. See ¶14 above. There is no need for individual Class members to testify in order to establish BP's liability to or damages sustained by Plaintiff and members of the Class. 18. Class action treatment is appropriate in this matter and is superior to the alternative of numerous individual lawsuits by members of the Class. Class action treatment will allow a large number of similarly situated individuals to prosecute their common claims in a single forum, simultaneously, efficiently, and without duplication of time, expense and effort on the part of those individuals, witnesses, the courts, and/or BP. Likewise, class action treatment will avoid the possibility of inconsistent and/or varying results in this matter arising out of the same facts. No difficulties are likely to be encountered in the management of this class action that would preclude its maintenance as a class action and no superior alternative forum exists for the fair and efficient adjudication of the claims of all Class members. 19. Class action treatment in this matter is further superior to the alternative of numerous individual lawsuits by all or some members of the Class. Joinder of all Class members would be either highly impracticable or impossible. And the amounts at stake for individual Class members, while significant in the aggregate, would be insufficient to enable them to retain 5 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 6 of 24 competent legal counsel to pursue claims individually. In the absence of a class action in this matter, BP will likely retain the benefit of its wrongdoing. GAS INDUSTRY BACKGROUND 20. The members of the. Class own royalty interests in wells that produce gas and constituents that are transformed into marketable products and sold into the established commercial markets for those products. 21. BP's method for calculating royalty to the members of the Class is subject to uniform accounting procedures and implied marketable product law. 22. Oklahoma law requires the lessee to bear all of the costs of placing gas and its constituents into "Marketable Condition" products. 23. Gas and its constituent parts are marketable products only when they are in the physical condition to be bought and sold in a commercial marketplace. 24. Only after a given product is marketable does a royalty owner have to pay its proportionate share of the reasonable costs to get a higher enhanced value or price for that particular product. The Lessor -Lessee Relationship 25. The lessor owns minerals, including oil and gas; the lessee has the money, labor, and know-how to extract, condition, and market those minerals. The lessor and lessee enter into a lease that allows the lessee to take the minerals from the lessor's land. The usual revenue split from a well was 1/8th to the lessor (royalty owner) and 7/8ths to the lessee. As the risk of finding oil and gas has diminished over time, due to the prevalence of wells delineating the field, better seismic technology, and increased efficiency of drilling rigs, royalty owners on more recent leases have received 3/16th or even 1/4th of the revenue. 0 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 091G8/16 Page 7 of 24 26. But, the oil and gas companies have used undisclosed internal accounting practices to try to keep for themselves as much of the well revenue as possible. These accounting practices are at the heart of every oil and gas royalty case. 27. Rather than adopting transparency in its royalty calculation formula, BP, like most lessees, has guarded its production and accounting processes as confidential or proprietary, thereby, depriving the royalty owners of information necessary to understand how BP calculates royalties. Consequently, the royalty owner is unaware of the lessee's actual practices, thereby enabling the lessee to breach the oil and gas lease without accountability. 28. If and when one or more of the royalty owners learn of the "breach", the royalty owner has only three (3) — all poor — options: (1) confront the lessee and maybe get paid while the lessee continues to retain improperly garnered gas revenues from thousands of other unknowing royalty owners; (2) do nothing since the "breach" only results in a modest yearly loss and the expense of individual litigation would exceed the recovery, if any; or (3) file a class action lawsuit which will persist for years and probably will not recover the full loss. in short, if the lessee breaches, it may never be held accountable; and if a royalty owner complains, the lessee will still come out ahead because an individual case is not worth much and a class action rarely requires 100% repayment to royalty owners plus -prejudgment interest, plus attorneys' fees and expenses. The class action is the best of the three options, hence this suit. Residue Gas, Helium, Nitrogen and Natural Gas Liquids Production 29. The gas is gathered from each well, dehydrated and compressed, through underground gathering lines crossing many miles of land to processing plants where the raw gas is transformed into two primary products --methane and fractionated natural gas liquids 7 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/[8/16 Page 8 of 24 ("NGLs"). Once homogenized as fungible products, the residue gas and NGLs are sold in the commercial market. Wellhead (Basic Separation and Gas Measurement) 30. The diagram below illustrates the gas conditioning process. oil gas line meter (gas)?7 gm° oil, gas clean and water oil amulslanheater line°x ; " ;mt'o,� line (feateY ` < a A, zs e e °q «e oil, gas, and water r a° «x °Y emulsion line(Ilow line) c well head water/ recirculating oil f line , saltwater line to disposal �,�pump See http://www.kizs.ku.edu/Publications/Oi]/primerI 3.htmi 31. Wells produce oil, gas, and a host of other products, such as water, helium, nitrogen, etc., all mixed together in the gas stream. r After the stream comes out of the ground, it enters the free water knockout (a/k/a three-phase separator) which separates the products by gravity, water at the bottom, oil in the middle, and gas going out the top. Due to the low r Hydrocarbons can vary in chemical makeup (from simple methane to complex octane) and in form (from pure gaseous state to liquid condensate). The non -hydrocarbon makeup of the well - stream that includes natural gas can also include gases such as helium, sulfur, carbon dioxide, and nitrogen. This mixture of many gaseous elements and substances is often referred to as the "gas stream" or just "gas". 91 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 9 of 24 technology, the separator is not expensive (the "separation cost'). The gaseous mixture (with helium, nitrogen, NGLs, and other gaseous substances) passes from the separator into the gas tine.2 The remaining fluid goes through the heater -treater where heat, gravity segregation, chemical additives and electric current break down the mixture more clearly in oil and water. The heater -treater is installed, maintained and takes fuel to operate (the "heater -treater cost'). The water is drained off and sent for salt water disposal. The oil that is separated at the wellhead is collected in a tank, usually trucked out and sold (the payment of oil royalties is not at issue in this lawsuit). 32. Since production over time depletes the pressure of a well, on rare occasion, on - lease compressors are installed to suction gas out of the well or to move the gaseous mixture down the gathering lines. But when they are installed, their use requires fuel (the "on -lease compression' or "vacuum compression" cost). 33. The gaseous mixture produced from a single well cannot be processed economically, so the mixtures from many wells are "gathered" together through gathering lines and delivered to a processing plant for transformation into marketable products and sale into commercial markets. This results in a gathering cost (G). The below diagram provides an overview of the process. BP does not improperly deduct from royalty any of the costs before the gathering line inlet. 2 A minute portion of this raw gas may be used on a few leased lands to heat the farm house pursuant to a free gas clause in the lease. Although title transfers to the gas, it is not a sale. Some producers sell less than 3% of the raw gas to a local irrigator during the summer months for agricultural purposes, but this is not the economic market for which the wells are drilled. i7 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 10 of 24 Midstream Service Costs (GCDTP) w.in.+dz w.+�mss IT _ wdu.+ea 1 i ;.. _ O GaMerinR dine InIM ©Plm�t Inlet 555 yak 0c1.1s 1 LNga1m G4�rP GMpm Ciap, prc+awm 1 kiwdntim d Pn+s.u�g Upstream Midstream Services Residue Gas 34. As the gaseous mixture from each well enters the gathering line, it flows into a meter run where the mixture is measured for both volume (in Mcf) and quality (Btu content) (combined, "gas measurement," in MMBtu). The meter run must be constantly maintained to record accurate measurements. 35. Gathering pipelines are usually made of metal that could be corroded by water vapor (and other corrosive gases) in the gaseous mixture, so a glycol dehydrator is used to remove the water vapor. This results in a dehydration cost (D). 36. Gas will not move downstream from the well unless it is pressurized sufficiently to overcome the in-line back pressure and friction in the gathering line. So large gas compressors 10 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 11 of 24 are installed to move the gas from the gathering line inlet to the processing plant. These compressors are expensive and require fuel to operate. This results in a compression cost (C). 37. The gathering pipelines themselves cost money to lay and maintain, though most have been in place for decades. Gas condensate (gas condensed into liquid as it cools and is pressurized) ("Drip Condensate") is collected at points along the gathering lines as a result of cleaning or "pigging the line" and is captured for fractionation and sale later. Generally lessees pay no royalty on the revenue generated from the sale of the drip condensate. 38. Finally, gathering lines leak, especially as they age, resulting in lost and unaccounted for gas ("L&U"). Lessees pay no royalty on the volume of L&U. Natural Gas Processing 39. Once a sufficient amount of the gas mixture from multiple wells (and often from multiple gathering systems) is gathered, the mixture enters the inlet of the processing plant where the mixture will be transformed into methane and mixed NGLs. 40. Lessees, such as BP, use gas processing plants that either they or a third -party own. Usually an unrelated third party owns the processing plant but the plant may also be owned in whole or in part by a lessee. 41. The plant removes impurities that remain in the mixture, such as carbon dioxide, nitrogen, or sulfur, before the mixture can be processed. This incurs a "treatment cost" (T)). 42. The final cost, processing (P), involves services to transform the gas mixture into methane gas (also called "residue gas"), NGLs raw make, and in the Panhandle of Oklahoma, crude helium. 11 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 12 of 24 a. Methane must meet the quality standards for long-haul pipeline transmission set by the Federal Energy Regulatory Commission ("FERC") which is called "pipeline quality gas". b. The raw make NGLs are used as a feedstock in the petrochemical and oil refining industries; they are a more valuable commodity than methane. To separate the NGLs from the gaseous mixture, they are cooled to temperatures lower than minus 150°F (the "Cryogenic or cooling process"). The NGLs move into a liquids pipeline and processed by a fractionator into their marketable products: ethane; propane; butanes; and pentanes plus. In the gas contracts, this process incurs a "T&F" or "fractionation" fee, even though lessees sometimes give away the NGLs in keep -whole agreements as consideration for other services the midstream company provides. C. Helium is processed into Grade A helium at new processing plants or into crude helium (contaminated with nitrogen) at older plants which is then processed into Grade A helium at a nearby helium processor (often a few hundred feet away). 43. This total processing system involves expensive equipment and requires fuel to operate (collectively, the "processing charge" and/or "plant fuel'). Lessees do not pay royalty on plant fuel, even though it comes from Class Wells. 44. At the tailgate of the processing plant, at least two products emerge: (1) residue gas (or methane gas); and, (2) NGLs (usually a mixture of NGLs, known as "raw make" or "Y" grade). In helium rich production areas, Grade A or crude helium, along with liquefied nitrogen also emerges. But none of these products are commercially marketable at that point. 12 f / 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 13 of 24 Marketable Condition for the Products 45. Methane Gas. Methane gas (or residue gas) is commercial quality (a/k/a "pipeline quality") at the tailgate of the processing plant only after it is further pressurized to enter the transmission line by a booster compressor (the "booster compression" cost). 46. NGLs. The raw mixture of NGLs at the tailgate of the processing plant is not commercially marketable. It must be fractionated into commercially marketable products — ethane, propane, butane, isobutene, natural gasoline, etc. In computing royalty for NGLs, BP improperly deducts processing fees and/or other costs (such as transportation and fractionation, T&F) needed to reach commercially marketable fractionated NGLs. 47. Drip Condensate. Drip Condensate is recovered on the gathering lines and at the inlet to the processing plant, and is essentially in marketable condition when collected. 48. Other Products. In some areas of the country (Hugoton Field and Wyoming), helium is produced in commercial quantities and recovered, along with liquefied nitrogen. Other areas of the country produce sulfur and carbon dioxide in commercial quantities. When such products are available in commercial quantities, processing and treatment plants recover these valuable constituents but lessees pay little or nothing to the royalty owners. Royalty owners should be paid for the gas and all constituents taken. Sale of Products 49. To turn the marketable products into money, the producer sells them (or contracts to have them sold) in the commercial market place in an arm's length transaction. No money exchanges hands until the residue gas is sold at the Index pool, the fractionated NGLs at OPIS, and any other marketable products at the prices established by their respective commercial markets. Lessees attempt to obscure this fact with self-serving language in gas marketing 13 r 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 14 of 24 contracts about title transfer or even by creating a wholly owned affiliate to manufacture a fictitious "sale" before the gas reaches commercial quality for sale. 50. The "starting price" for gas products is always achieved, as it must be, at a commercial market price. All of the gas contracts express the commercial market price in one of two ways: (a) a market price, called an "Index" price for residue gas and "OPIS" price for fractionated NGLs, or (b) a "weighted average sales price" or "WASP" achieved at the same residue Index market or OPIS market. The difference stems from BP's market power to, over time, obtain above "Index" or "OPIS" price in its arm's length sale. Whichever starting price is used in an arm's length transaction, that price is the highest and best reasonable price for the valuable gas products. If Other Products are also produced, they are and must be also priced in a commercial market. 51. Affiliate gas contracts are not arm's length sales in a commercial market. Instead, the later arm's-length sale by the affiliate in the commercial market is the true sale that should be used as the "starting price" for marketable condition gas products. a. Some lessees contract with affiliated gathering companies or other affiliated gas service providers before the products (residue gas and/or NGLs) are in Marketable Condition in an effort to: (1) artificially, and improperly, create a commercial market where none truly exists so they may justify deducting costs from royalty, or not paying for all of the gas or constituent products produced; (2) charge "marketing fees" to royalty owners even though the lessee is already obligated under the lease to prepare the gas for market and market the gas and constituent products; and/or (3) pay on the lower lessee/affiliate sale price and not the higher affiliate/third party price. 14 1 � 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 15 of 24 b. WASP involves a pool of sales transactions to third parties (and/or affiliates) and combines the prices paid by those third parties (and/or affiliates) to arrive at a "weighted average sales price." Lessees can manipulate this process by using lower lessee/affiliate sales prices for part of the pool price, rather than all third party arm's length sale prices. 52. Fictitious "sales" are created by lessees in an effort to pass off a non-commercial market sale as if it should be the starting point for royalty payments. But none of those efforts comport with economic reality or are in good faith with respect to royalty owners. For instance: a. Anything of value can be sold at any place and in any condition. i. Gas and other minerals can and are routinely sold in the ground, but they are not in marketable condition. ii. Gas could be sold at the bottom of the hole when it is severed from the surrounding rock and enters the downhole pipe. Although a contract driller might be willing to accept some percentage of the future sale of oil or gas in the real marketplace as compensation for his drilling services, that agreement does not make the transaction a real market sale. iii. Gas could be sold "at the wellhead" when the gas is severed from the surface. Although a contract operator might be willing to accept some percentage of the future sale of oil or gas in the real marketplace as compensation for his well operating services, that transaction does not make it a real market sale. iv. Gas also could be sold at the gathering line inlet when the gas enters the gathering line and changes custody. Although a contract gatherer might be willing to accept some percentage of the future sale of gas in the real marketplace as 15 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 16 of 24 compensation for his gathering services, that transaction does not make it a real market sale. V. Gas also could be sold at the processing plant inlet when the gas changes custody to the processing plant. Although a contract processor might be willing to accept some percentage of the future sale of gas in the real marketplace as compensation for his processing services, that transaction does not make it a real market sale. The lessee could simply pay for all of these services with monetary fees or in-kind contributions of all or part of the valuable constituents. But the structure of the transaction does not change the fact that the services are necessary to prepare the gas and valuable constituents for the first real sale into the commercial market — Index or OPTS. b. Nor does a contract saying title transfers at a custody transfer point create a sale of marketable products in a real commercial market. Some gas contracts with Midstream companies that provide GCDTP services purport to do that, but other parts of the gas contract demonstrate that it is a legal sleight of hand as (i) the risk of loss that usually passes with a true title transfer and market sale does not happen; (ii) the cost of future downstream services that usually passes with a true title transfer and market sale does not happen; (iii) the starting price which would occur with a true title transfer and market sale does not happen. Indeed, the paper title transfer is unnecessary to receiving the Midstream services as the gas could receive the exact same Midstream service without the paper title transfer. 16 { 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 17 of 24 c. All of the gas contracts implicitly recognize this paper title transfer fiction, as the starting price for gas products always is at the Index and OPIS market pool as previously described. d. Midstream services providers are not buyers and resellers of raw gas. They are service providers that convert raw gas into pipeline quality gas so it can enter the Index or OPIS market pools. Different Ways BP Underpays Royalty Owners 53. The extraordinarily large dollars at stake and the one-sided nature of the gas lessor -lessee relationship are constant temptations to lessees to wrongfully retain gas revenues. All payment formulas, affiliate and non -affiliate contractual relationships, and all calculations are exclusively in the control of lessees, and they involve undisclosed accounting and operational practices. As a result, there are many ways royalty owners are underpaid on their royalty interests, and they never know it. The common thread through all of these schemes is that they are typically buried in the internal lessee accounting systems or royalty -payment formulas. 54. BP represents the royalty calculation on the form of a monthly check stub it sends each royalty owner. The check stub shows each royalty owner's interest and taxes (which are not in dispute here), and volume, price, deductions, and value, all of which are disputed. 55. BP underpays royalty to Plaintiff and other Class Members in one or more of the following ways: a. Residue Gas. The starting price paid for residue gas should be an arm's length, third party market sales price for residue gas at pipeline quality. All of BP's gas contracts will show this to be true. But, instead of paying on that gross competitive price, BP pays on a net price after directly taking or allowing 17 I / 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/x8/16 Page 18 of 24 midstream companies to indirectly take Midstream Services deductions (both monetary fees and in-kind volumetric deductions). b. NGLs. The starting price paid for fractionated NGLs should be an arm's length, third party market sales price for ethane, propane, normal butane, iso -butane, and pentane plus (a/k/a natural gasoline). All of BP's gas contracts will show this to be true. But instead of paying on that gross competitive price, BP pays royalty (i) for only some of the NGLs produced (some is lost and unaccounted for in the gathering process, lost in plant fuel or compression fuel); (ii) after deducting processing fees and expenses (often keeping in-kind a Percentage of the Proceeds ("POP") of the fractionated NGLs as payment for the processing services); and, (iii) after reducing payment by T&F. c. Drip Condensate. Plaintiff and Class Members' wells produce heavy hydrocarbons that condense in the pipeline. BP (or a third -party on behalf of BP (gatherers and/or processors)) recovers those hydrocarbons for sale. BP fails to pay any royalty for that Drip Condensate. d. Other Products. Helium is contained in the well -stream produced from Plaintiff's and many Class Members' wells, but BP: (i) fails to pay royalty for all of the helium produced (some is lost and unaccounted for in the gathering and processing process); (ii) deducts processing fees and costs even though the helium is not yet in commercial grade; and (iii) pays at a lower than commercial Grade A price. Often times, BP does not pay any royalty at all for Helium, for liquid nitrogen, or other products taken from Plaintiff s and the Class Members' wells. 18 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 19 of 24 56. BP underpays all other Class Members, from whom BP is legally entitled to deduct post -production Midstream Services Costs, by taking excessive deductions under Midstream Services Contracts that allow excessive monopoly charges for GCDTP services. ACTUAL, KNOWING AND WILLFUL UNDERPAYMENT OR NON-PAYMENT OF ROYALTIES 57. The underpayment and non-payment of royalties are done with BP's actual and willful knowledge and intent. 58. In fact, BP has settled similar claims on a non -class basis in Oklahoma, yet only doing so for those that asserted their claims individually. This allows BP to quiet the "squeaky wheels" while continuing its improper practices as to all others and reaping millions of dollars in improper proceeds. 59. In addition, BP is well familiar with the fact that virtually all other producers in Oklahoma have resolved the same claims for hundreds of millions, if not billions, of dollars. 60. Nevertheless, BP continues its improper payment practices with actual and willful knowledge and intent. COUNT I — BREACH OF LEASE 61. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 62. Plaintiff and the other Class Members entered into written, fully executed, oil and gas leases with BP, and those leases include implied covenants requiring BP to prepare the gas and its constituent parts for market at BP's sole cost. The leases also place upon BP the obligation to properly account for and pay royalty interests to royalty owners under the mutual benefit rule and good faith and fair dealing. 19 I / 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 20 of 24 63. At all material times, Plaintiff and the Class have performed their terms and obligations under the leases. 64. BP breached the leases, including the implied covenants, by its actions and/or inactions in underpaying royalty or not paying royalty on all products sold from the gas stream. 65. As a result of BP's breaches, Plaintiff and the Class have been damaged through underpayment of the actual amounts due. COUNT II — BREACH OF FIDUCIARY DUTY 66. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 67. The Class members have interests in Oklahoma wells that have united under 52 Okla. Stat. §§ 287.1-287.15 and/or 52 Okla. Stat. § 87.1. 68. A fiduciary duty was created and vested when BP (or its predecessor in interest) requested and received unitization orders from the Oklahoma Corporation Commission pursuant to those statutes. 69. BP is the unit operator by appointment from the Oklahoma Corporation Commission for Class members. 70. BP breached its fiduciary duty to the Class members by failing to properly report, account for, and distribute gas proceeds to the Class members for their proportionate royalty share of gas production. 71. As a direct and proximate result of BP's conduct in breaching its fiduciary duties, Class members are entitled to recover actual damages. 72. Plaintiff and the Class are also entitled to and seek pre judgment interest, post- judgment interest, attorneys' fees from the common fund, expenses, and costs. 20 f / 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 21 of 24 COUNTS III IV AND V — FRAUD, DECEIT, AND CONSTRUCTIVE FRAUD 73. Plaintiff and the Class incorporate by reference the allegations in all other paragraphs of this Complaint as if fully set forth in this section. 74. BP made uniform misrepresentations and/or omissions on the monthly check stubs sent to Class members reflecting the wrong volume and price, and not detailing all of the monetary fee and in-kind volumetric deductions. 75. As set forth above, BP made a material representation that was false and/or omitted to state one or more material facts needed to make what was stated not misleading. BP knew when the material representations were made on the check stubs that the statements were false or misleading and/or at least made recklessly without any knowledge of their truth, or made the statements with the intent that Plaintiff and the Class would rely on them. Plaintiff and the Class Members did rely on and/or are legally presumed to have relied upon these uniform written representations as being truthful and accurate, when they were not. Plaintiff and the Class Members suffered injury and were underpaid as a result. 76. BP also concealed or failed to disclose facts about the price, volume, value, various products produced, and deductions, which BP had a duty to disclose to avoid presenting half-truths or misrepresentations. 77. BP undertook the duty to properly account by making the statements in check stubs on a monthly basis to royalty owners. By speaking on the issue, BP had a duty to make full and fair disclosure of all relevant facts. This is especially so because BP had superior and/or specialized knowledge and/or access to information when compared to royalty owners. 78. BP knew that its representations or omissions on the monthly check stubs were at least ambiguous and created a false impression of the actual facts to the royalty owners. 21 r" 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 22 of 24 79. BP knew the facts were peculiarly within BP's knowledge and that the Class was not in a position to discover the facts pertaining to the proper volume, values, and constituents coming from their wells. Accordingly, having spoken on the subject matter, BP had a duty to make full and fair disclosure of all material facts such that its statements were not misleading, but did not. 80. BP was deceitful by suggesting, as a fact, that the volume, price, value and other statements were as set forth on the monthly check stubs when those statements were not true. BP knew the statements were not true, had no reasonable grounds for believing they were true, or gave only such information as was likely to mislead for want of the communication of the non - disclosed facts. 81. The misrepresentations and omissions were intentionally made. They were intended to suggest that the price was a third party commercial price without hidden deductions, the volumes were accurately measured without volumetric deductions, and that deductions would be shown on the check stub when in fact they were not. 82. By creating and mailing misleading check stubs to the Class, BP has fraudulently and deceitfully misled the Class into believing that the Class Members had been paid on the full value of the production from their wells. 83. BP acted intentionally or recklessly in disregard of the rights of Plaintiff and the Class Members, on a uniform basis, by not properly paying royalty owners, by deceiving them with check stubs that were misleading, and by failing to correct BP's royalty payment practices after being sued multiple times for underpaying royalties such that punitive damages should be awarded and that BP acted intentionally and with malice toward Plaintiff and the Class Members subjecting BP to punitive damages. 22 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 23 of 24 84. As a direct and proximate result of BP's deceit and fraud, Plaintiff and the Class were underpaid monthly for royalties and are entitled to recover actual and punitive damages. 85. In addition, the money wrongfully obtained by BP as a result of what should have been paid to Plaintiff and the Class should be held in constructive trust along with monetary interest for Plaintiff and the Class. PRAYER FOR RELIEF WHEREFORE, Plaintiff prays for an Order and Judgment against BP as follows: a. That the Court determine that this action may be maintained as a class action under Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and direct that reasonable notice of this action, as provided by Rule 23(c)(2) of the Federal Rules of Civil Procedure, be given to members of the Class; b. Appointing Plaintiff as the class representative, and Plaintiff's Counsel as class counsel; c. Awarding Plaintiff and the Class damages for actual damages for breach of lease, and interest at the highest allowable rate (such as lawful, equitable, or internal rate of return), as well as compensatory and punitive damages for breach of fiduciary duty, fraud, deceit, and constructive fraud; d. Granting Plaintiff and the Class the costs of prosecuting this action together with reasonable attorney's fees out of the recovery; e. Granting such other relief as this Court may deem just, equitable and proper. DEMAND FOR JURY TRIAL Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiff requests a jury trial on all matters so triable. 23 6:16-cv-00410-KEW Document 2 Filed in ED/OK on 09/28/16 Page 24 of 24 Respectfully Submitted, s/ Reagan E. Bradford REAGAN E. BRADFORD OBA No. 22072 W. MARK LANIER (Pro Hac Vice to be filed) Texas State Bar No. 11934600 The Lanier Law Firm Houston Office: 6810 FM 1960 West Houston, Texas 77069 Telephone: (713) 659-5200 Oklahoma Office: 12 E. California Ave., Suite 200 Oklahoma City, OK 73104 WML@LanierLawFirm.com Reaean.Bradfordna LanierLawFirm.com REX A. SHARP OBA No. 011990 Rex. A. Sharp, P.A. 5301 W. 75' Street Prairie Village, KS 66208 (913)901-0505 (913) 901-0419 fax rsharRAmidwest-law.com COUNSEL FOR PLAINTIFF 24
