F I L E D BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA APPLICANT: MARATHON OIL COMPANY RELIEF SOUGHT:

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1 APPLICANT: BEFORE THE CORPORATION COMMISSION OF THE STATE OF OKLAHOMA MARATHON OIL COMPANY F I L E D JAN COURT CLERKS OFFICE - OKC CORPORATION COMMISSION OF OKLAHOMA RELIEF SOUGHT: HORIZONTAL DRILLING AND SPACING UNITS CAUSE CD NO LEGAL DESCRIPTION: ALL OF SECTION 19. TOWNSHIP 10 NORTH; RANGE 7 WEST, GRADY COUNTY, OKLAHOMA APPLICATION COMES NOW Applicant and shows the Honorable Corporation Commission as follows: 1. Parties: Applicant is Marathon Oil Company, 7301 NW Expressway, Suite 225, Oklahoma City, OK The name and address of each party being made a respondent to this application is as shown on Exhibit "A" attached hereto and made a part hereof. if any named natural person is deceased, then the known or unknown heirs, executors, administrators, trustees, devisees and assigns, immediate and remote, of such decedent are made respondents to this application. If any named respondent is a corporation which does not continue to have legal existence, then the known or unknown successors, trustees or assigns, if any, of such entity are made respondents to this application. 2. Allegation of Facts: a. Applicant has conducted a diligent and meaningful search of the local county assessor's records, county treasurer's records, county deed records regarding the property involved for return addresses on recorded instruments, county probate records and city and county telephone directories and other sources of such information to locate the whereabouts and mailing address of each respondent, or the identity, whereabouts and mailing address of respondent's heirs, executors, administrators, trustees, successors, devisees or assigns, if any. b. Applicant alleges that the lands in the caption hereof overlie the actual or prospective common sources of supply named below; that Applicant owns oil and gas interests in the area covered by this Application which entitle Applicant to drill for and produce oil and gas from the lands covered by the Application; that the protection of correlative rights and the prevention of waste require that proper drilling and spacing units and well locations be established therefor: COMMON SOURCE OF SUPPLY CLASSIFICATION DEPTH Woodford Gas/Gas Condensate 12,200' ci iti V r. c r. c, rn lic r re rn ri -11y c - ri i.. ru. CZ, C rd -'I r ro -C. C: r:,

2 Cause CD No. 201 Applicant: Marathon Oi Company Application - Horizontal Spacing C. That a single 640 acre horizontal drilling and spacing unit should be established for the Woodford common source of supply underlying all of Section 19, Township 10 North, Range 7 West, Grady County, Oklahoma, as set out below. d. That the permitted well in the drilling and spacing unit requested herein is necessary to effectively and efficiently drain the portion of the common source of supply (reservoir covered by such drilling and spacing unit, there being no existing well within the drilling and spacing unit which can effectively and efficiently drain the portion of the common source of supply (reservoir covered by such drilling and spacing unit. 3. Legal Authority: Title 52, Section 87.1, O.S. 4. Relief Sought: Applicant requests that a single 640 acre horizontal drilling and spacing unit be established for the Woodford common source of supply underlying all of Section 19, Township 10 North, Range 7 West, Grady County, Oklahoma, by new spacing, with the unit to consist of said 640 acre tract, and with the permitted well to be located 330 feet from the unit boundary, except as specified in OAC 165: , Alternative location requirements for horizontal well units. 5. Applicant further requests that the Order to be entered in this cause possibly be made effective as of the day of the hearing, or on some other date prior to the date of signing. WHEREFORE, Applicant prays that, after notice and hearing as required bylaw, the drilling and spacing units as requested by Applicant, with appropriate well locations and exceptions thereto, be ordered. Respectfully submitted, ROBERT A. MILLER Byjj 'Q Robert A. Miller - OBA No Perimeter Center Drive, Suite 200 Telephone: ( Facsimile: ( millerocclaw@aol.com Attorney for Applicant C:\Docuntents and SettingsDawn\My DoaimentsWPOOCSOCC\S(Spaang4091 App.wpd -2-

3 EXHIBIT "A" CAUSE CD NO APPLICANT: MARATHON OIL COMPANY RESPONDENTS 1 Atchley Resources, Inc Quail Pointe Drive Oklahoma City, OK ATS Energy, LLC P.O. Box Oklahoma City, OK Barbara Cudd McConnell, if living, or if deceased, her known and unknown heirs, successors and assigns do Mark Cudd 117 West Olympic Drive Yukon, OK BBX Oil Corporation do Gladstone Royalties, Inc N. Dallas Parkway, Suite 900 Addison, TX Betty Troub Route 2, Box 173 Carnegie, OK Black Family, LLC do Marks & Rounds 7312 N. Macarthur Blvd. Oklahoma City, OK Brunn W. Roysden, Jr E. Palo Verde Drive Phoenix, AZ Carolyn Ann Smith 409 West Broadway Drumright, OK Chesapeake Exploration Limited Partnership (Successor by merger to ONEOK Resources Company Attn: Charlene Glover P.O. Box Oklahoma City, OK Chesapeake Exploration Limited Partnership Attn: Charlene Glover P.O. Box Oklahoma City, OK Claude F. Parks, Trustee of the Claude F. Parks and Delcia F. Parks Loving Trust U/UI North 1 1" Street Frederick, OK Continental Resources, Inc. P.O. Box 1032 Enid, OK Curtis H. Fitzgerald and Christine E. Fitzgerald, Trustees of the Fitzgerald Family Trust NW 6th Street Yukon, OK David R. Guthery, Personal Representative of the Estate of Fern P. Wall, deceased 2502E.2lst St, Ste A Tulsa, OK Fortune Natural Resources Corporation (Successor to Diverse Energy Investments, Inc NW Expressway, Ste 1200W 16. Dwight Bass, if living, or if deceased, his known and unknown heirs, successors and assigns 758 County Road 1170 Minco, OK Fargo, LLC 5749 NW 132d Street Oklahoma City, OK Farmers Royalty Pool 3535 N.W. 58th St., Suite Frank M. Bedingfield, if living, or if deceased, his known and unknown heirs, successors and assigns do Nola J. Bedingfield 6222 W. Rock Creek Road Norman, OK

4 EXHIBIT "A" CAUSE CD NO APPLICANT: MARATHON OIL COMPANY 20. Frank M. Bedingfield, if living, or if deceased, 31. Joyce M. Nelson, Trustee of the Joyce M. his known and unknown heirs, successors and Nelson Revocable Trust dated the 15th day of assigns December, 2010 do Kinim Elaine Friedemann W. Union Hills Dr., # Hidden Hill Road Sun City, AZ Norman, OK JPW Investments, LLC 2932 NW 122nd Street, Suite 17 Oklahoma City, OK Freedom Investment Corp NW 139th Street Parkway Edmond, OK Gore Exporation, L.L.C. P.O. Box 6 Seiling, OK Humphreys Enterprises P.O. Box Oklahoma City, OK Humprheys Enterprises do Joy D. Fischer 2901 Sterling Avenue Oklahoma City, OK James Dwight Fitzgerald 738 Waggonwheel Gap Road Boulder, CO Jean Roysden do Brunn Roysden 4102 E. Palo Verde Drive Phoenix, AZ Jean Wall Hitt RR 1, Box 159 Lookeba, OK Jenny Lawrence 117 W. Olympic Drive Yukon, OK John P. Allen 1 Blue Bird Court Santa Fe, NM Joyce M. Nelson a/k/a Joyce Marie Nelson. s/p/a Joyce M. Bedingfield W. Union Hills Dr., #1567 Sun City, AZ Karen Branstetter 8900 South Youngs Blvd. Oklahoma City, OK Kathryn P. Guthery and Jackie Guthery Castleberry, Trustees of the Guthery Family Trust U/T/D June 24, Oakwood Drive Midwest City, OK Kathryn P. Guthery, Trustee of the Gutheiy Family Trust U/T/D June 24, Oakwood Drive Midwest City, OK Keepa Oil Corporation 101 North Robinson, Suite 1000 Oklahoma City, OK Kirby Minerals, an Oklahoma General Partnership 101 N. Robinson Ave, Ste 1000 Oklahoma City, OK Kirkpatrick Oil & Gas, L.L.C W. Wilshire Boulevard Oklahoma City, OK Larry J. Fitzgerald and Rebecca A. Fitzgerald, husband and wife Box 502 Minco, OK Louise Catherine Ross, Trustee of the Louise Catherine Ross Family Revocable Trust 2808 Bowie Street Amarillo, TX Martha Hurley 202 NW Pontotoc Minco, OK

5 EXHIBIT "A" CAUSE CD NO APPLICANT: MARATHON OIL COMPANY 42. Michael A. Birch St. Andrews Drive Oklahoma City, OK MidContinent 11, LLC Quail Springs Parkway, Suite 5000 Oklahoma City, OK Oil Royalties, Inc N.W. 58th St., Suite Olympic Enterprises, Inc. P.O. Box Yukon, OK Montierra Minerals & Production, L.P., a Texas limited partnership Attn: Mark Terrell 24 Greenway Plaza, Suite 450 Houston, TX N.AJ.A., Inc Gleenwood Abilene, TX Nancy Joy Miller 523 North Main Blanchard, OK Paul Silverstein 3301 N.W. 63rd Street Oklahoma City, OK QEP Energy Company (Successor in interests to Questar Exploration & Production Co., successor in interest to Universal Resources Corporation 2601 NW Expressway, Ste 1200E 57. Quetico Royalty, L.L.C. P.O. Box 2707 Edmond, OK Nancy Ross Runnels, Trustee of the Nancy Ross Runnels Family Revocable Trust 58. RHT Oklahoma Interests, L.L.C Briarwood 6439 Westchester Ave. Amarillo, TX Houston, TX Nancy A. Care! SW 74th Mustang, OK Nancy Wall and Thomas Wall, Co-Trustees of the Nancy Howard and Thomas Wall 1995 Trust 6 Savage Circle Carson City, NV NGP Income Co-Investment Opportunities Fund II, LP 125 E. John Carpenter Freeway, Suite 600 Irving, TX Nicholas Royalty, LLC P.O. Box 2707 Edmond, OK North Shore Energy & Investments, Inc. P.O. Box 1676 Purcell, OK Robert Keith Bedingfield Woodview Drive Oklahoma City, OK Ronald I. Care! SW 74th Mustang, OK Ronnie L. Bass and Patsy Ann Bass 758 County Road 1170 Minco, OK Roy E. Allen a/k/a Roy Ed Allen Hidden Lake Drive Menifee, CO Steven Cudd 7622 West 140 Place Overland Park, KS Walter I. Hendrickson 7100 Lakeway Circle Oklahoma City, OK

6 EXHIBIT "A" CAUSE CD NO APPLICANT: MARATHON OIL COMPANY 65. William Roy Roysden do Brunn Roysden 4102 E. Palo Verde Drive Phoenix, AZ William C. Bedingfield, if living, or if deceased, his known and unknown heirs, successors and assigns do Joyce M. Nelson P.O. Box Grove, OK Willie Bedingfield, if living or if deceased, her known and unknown heirs, successors and assigns do Joyce M. Nelson P.O. Box Grove, OK 74354

7 Exhibit " " Cause No. All 17,18,19,20,29,30, 1ON-7W Canadian & Grady Counties All 13,24,25, ION -8W Grady County 13, 10N - 8W 18, 1ON-7W 17, ION - 7W 1,2,4,5,6,7,9, 1,4,5,6,7,9,10, 1,2,3,4,5,6,7,9, 10,11,12 11,12,15 10,11,12 24, 10N -8W 19, ION - 7W 20, 1ON-7W 1,2,3,4,5,6,7,9, 1,4,5,6,7,9,10,11, 1,4,5,6,7,8,9,10, 10,11,12,13 12,15 11,12,16 25, ION -8W 30, ION - 7W 29, 1ON - 7W 1,2,3,4,5,6,7,9, 1,2,3,4,5,6,7,9, 1,4,5,6,7,9,10, 10,11,12,13,14 10,11,12,13,14 11,12,17 Source Common Source of Acre Product S/L Order No. Lands Affected - No. Supply Osborne Sand* 640 GGC All 17,18,19,20,29,30, ION-7W Hoxbar* 640 Gas All 17,30, 1ON-7W Deese* 640 Gas All 17,30, 1ON-7W All 24,25, 1ON-8W Skinner* 640 GGC All 17,18,19,20,29,30, 1ON-7W Hunton 640 GGC All 17,18,19,20,29,30, 1ON-7W Tonkawa 640 GGC All 17,18,19,20,29,30, 1ON-7W Medrarlo* 640 GGC All 17,18,19,29,30, 1ON-7W All 13,24,25, ION-8W Medrano 320 Gas SU All 20, ION-7W Cottage Grove* 640 GGC All 17,18,19,20,29,30, ION-7W Prepared by Oil-Law Records Corp

8 Morrow 640 GGC All 17,18,19,20,29,30, 1ON-7W Toronto* 640 GGC as All 17,18,19,20,29,30, ION-7W Chester* Corrected by All 13,24,25, ION-8W Mississippi Lime Cherokee (Red Fork* Marchand* Hogshooter* Prue* Oswego* Springer 640 GGC as All 17,18,19,20,29,30, ION-7W Corrected by NPT_ Bromide 640 GGC All 30, 1ON-7W McLish All 24,25, 1ON-8W Oil Creek Viola 640 Gas All 30, 1ON-7W All 25, 1ON-8W Upper Wade 640 Gas All 18,19, 10N7W Lower Wade Lower Wade 320 Gas SU All 20, 1ON-7W Woodford 640 Gas All 29, 1ON-7W * Conflicts ** Nomenclature for extension is different than the nomenclature for the initial spacing of this source Prepared by Oil-Law Records Corp