BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA

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- BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA APPLICANT: DEVON ENERGY PRODUCTION COMPANY, L.P. CAUSE CD NO. RELIEF SOUGHT: ESTABLISH HORIZONTAL DRILLING & SPACING UNIT 201202292 LANDS COVERED: SECTION 23, TOWNSHIP 23 NORTH, RANGE 1 WEST, NOBLE COUNTY, OKLAHOMA :0) i 0 L1c1J 598123 This cause came on for hearing before William Peterson, Administrative Law Judge for the Corporation Commission of Oklahoma, on the 8th day of May, 2012, at 8:30 a.m., in the Commission Courtroom, Jim Thorpe Building, Oklahoma City, Oklahoma, pursuant to notice given as required by law and the Rules of the Commission, for the purpose of hearing, taking testimony and reporting her/his findings and recommendations to the Commission. David E. Pepper, Attorney, appeared for the Applicant, Devon Energy Production Company, The Administrative Law Judge heard the cause and filed a report with the Commission, which report has been considered, and the Commission therefore finds as follows: FINDINGS 1. That upon the Application of Devon Energy Production Company, L.P. requesting that the Commission establish a 640-acre drilling and spacing unit for the Mississippian, Woodford, Misener-Hunton and Sylvan common sources of supply underlying Section 23-23N-1W, Noble County, Oklahoma, by establishing new spacing. Further, the unit should be formed as a governmental section, with the permitted well to be drilled no closer than 660 feet to the unit boundary. 2. At the time of the hearing, the Application was amended to reflect that the permitted well location for the Woodford common source of supply is 330 feet from the unit boundary. 3. That the Commission has jurisdiction over the subject matter herein: subject area; (a) That notice was given to all parties entitled to share in production from the

PAGE NO. 2 (b) not receive mailings; That a diligent inquiry was made by Applicant to locate those parties who did (c) That an examination of all available sources was conducted to determine the appropriate address of each party; Commission. (d) Notice was given in all respects as required by law Under the Rules of the 4. That Applicant owns an oil and gas interest in the area covered by the Application in this cause, which entitles Applicant to drill for and produce oil and gas from the lands covered by the Application. 5. That, from the evidence, it appears that the common source of supply named in paragraph 1 above will underlie the Section 23-23N-1 W, Noble County, Oklahoma; that one well will adequately, economically, and efficiently drain the 640-acre tract; that the horizontal drilling and spacing unit is formed as set forth in paragraph 1 above; that the size of the horizontal well drilling and spacing unit set out in said paragraph 1 is the minimum which should be established for the common source of supply named in said paragraph 1. That the permitted well in the horizontal well drilling and spacing unit established hereby is necessary to effectively and efficiently drain the portion of the common source of supply (reservoir) covered by such horizontal well drilling and spacing unit, there being no existing well within the horizontal well drilling and spacing unit which can effectively and efficiently drain the portion of the common source of supply (reservoir) covered by such horizontal well drilling and spacing unit. 6. That to prevent, or assist in preventing, the various types of waste prohibited by statute, or any said wasters, or to protect or assist in protecting the correlative rights of interested parties, the Commission should and does hereby establish a single horizontal well drilling and spacing unit as set out under "Order" below. I) 1 0 IT IS THEREFORE ORDERED by the Corporation Commission of Oklahoma as follows: 1. The requested relief is hereby granted. The following common source of supply is established as a 640-acre drilling and spacing unit underlying Section 23-23N-1 W, Noble County, Oklahoma:

PAGE NO.3 HORIZONTAL UNIT SIZE- COMMON SOURCE OF SUPPLY CLASSIFICATION DEPTH ACRES Mississippian OIL 4,600' 640-ACRES Woodford OIL 4,900' 640-ACRES Misener-Hunton OIL 4,950' 640-ACRES Sylvan OIL 4,975' 640-ACRES by establishing new spacing. 2. That the horizontal drilling and spacing unit is established as a governmental section, with the permitted well to be drilled no closer than 660 feet to the unit boundary as to the Mississippian, Misener-Hunton and Sylvan common sources of supply and no closer than 330 feet to the unit boundary for the Woodford common source of supply. 3. The horizontal well unit may exist concurrently with producing non-horizontal drilling and spacing units. 4. This horizontal unit shall supercede existing non-developed non-horizontal drilling and spacing units. 5. That all royalty interests within said horizontal well drilling and spacing unit are pooled and unitized and each royalty owner shall share in the one-eighth of all production from any well thereon in the proportion that the acreage owned by each such royalty owner bears to the entire acreage in the horizontal well drilling and spacing unit. 6. That when there are two or more separately owned tracts or undivided interests separately owned within said horizontal well drilling and spacing unit established hereby, the owners thereof may validly pool their interests and develop the horizontal well drilling and spacing unit as a unit, that where, however, such owners have not agreed to so pool their interests and to develop the horizontal well drilling and spacing unit as a unit, their rights and equities shall be pooled and adjudicated as provided in subsection e, Section 87.1, Title 52, O.S. 7. That no more than one well shall hereafter be produced from the common source of supply named above on said horizontal well drilling and spacing unit established hereby and the permitted well on said horizontal well drilling and spacing unit established hereby shall be drilled

PAGE NO.4 only at the location thereon as described above, unless the Commission, prior to the drilling of said well, shall have authorized a well location exception therefor in accordance with Section 87. 1, Title 52, O.S. 8. That the permitted well authorized for the horizontal well drilling and spacing unit established hereby is necessary to effectively and efficiently drain the portion of the common source of supply (reservoir) covered by such horizontal well drilling and spacing unit, there being no existing well within such horizontal well drilling and spacing unit. This Order shall alter the well spacing rules and requirements previously applicable to the common source of supply (reservoir) underlying the horizontal well drilling and spacing (proration) unit, established by this Order by superseding the provisions of OCC-OGR 165:10-1-21, General Well Spacing Requirements, to the extent such provisions are inconsistent with this Order. 9. The allowable for the horizontal well drilled on the above-described horizontal drilling and spacing unit shall be determined by 0CC rules. No underproduction will be accumulated during the drilling and testing, and the proposed well will not accrue any overage as long as any production occurring before assignment of an allowable does not exceed the allowable ultimately assigned to the well. 10. That attached hereto and made a part hereof as Exhibit "A", is a plat of the horizontal well drilling and spacing unit established by this Order and the permitted well therefor. DONE AND PERFORMED th day of, 2012. CORPORATION COMMSION OF OKLAHOMA Z440- Y.' ~ DANA MURPHY, Cha /oø ólaa&' ATT : BOB ANTHONY, Vice hairman A Msstaflt SecrèáiRICE DOUGLAS, Commissioner

PAGE NO. 5 REPORT OF THE ADMINISTRATIVE LAW JUDGE The foregoing findings and order are the report and recommendations of the Administrative Law Judge. Approved: Administrative Law Judge 4V'5/ -j Date Tecrmical Reviewer Date APPROVED AS TO FORM David E. Pepper

EXHIBIT "A" 23 660'-+ A 640-acre horizontal drilling and spacing unit is established for the Mississippian, Misener- Hunton and Sylvan common sources of supply underlying Section 23-23N-1W, Noble County, Oklahoma, by establishing new spacing. Further, the unit is formed as a governmental section with the permitted horizontal well from its point of entry and along any part of the lateral shall be located no closer than 660 feet from the boundary of said drilling and spacing unit.

EXHIBIT "A" 23 33Ø'- A 640-acre horizontal drilling and spacing unit is established for the Woodford common source of supply underlying Section 23-23N-1 W, Noble County, Oklahoma, by establishing new spacing. Further, the unit is formed as a governmental section with the permitted horizontal well from its point of entry and along any part of the lateral shall be located no closer than 330 feet from the boundary of said drilling and spacing unit.