S-1/A

As filed with the Securities and Exchange Commission on May 2, 2014

Registration No. 333-195062

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MEMORIAL RESOURCE DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware	1311	46-4710769
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1301 McKinney Street, Suite 2100

Houston, Texas 77010

(713) 588-8300

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Kyle N. Roane

Vice President, General Counsel and Corporate Secretary

Memorial Resource Development Corp.

1301 McKinney Street, Suite 2100

Houston, Texas 77010

(713) 588-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John Goodgame Shar Ahmed Akin Gump Strauss Hauer & Feld LLP 1111 Louisiana Street, 44^th Floor Houston, TX 77002 (713) 220-5800 Douglas E. McWilliams Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, TX 77002 (713) 758-2222

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee
Common Stock, $0.01 par value per share	$700,000,000	$90,160

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes shares issuable upon the underwriters’ exercise of its overallotment option.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 2, 2014

PRELIMINARY PROSPECTUS

            Shares

Memorial Resource Development Corp.

Common Stock

$         per share

This is our initial public offering. We are selling              shares of common stock, and MRD Holdings LLC is selling              shares of our common stock. We expect the public offering price to be between $         and $         per share. MRD Holdings LLC has granted the underwriters a 30-day option to purchase up to an additional              shares of common stock. We will not receive any proceeds from the sale of shares by MRD Holdings LLC, including any shares that it may sell pursuant to the underwriters’ option to purchase additional shares of common stock.

Currently, no public market exists for our common stock. We have applied to list our common stock on the NASDAQ Global Market under the symbol “MRD.” Following the completion of this offering, we will be a “controlled company” as defined under the NASDAQ listing rules because the group consisting of affiliates of Natural Gas Partners will beneficially own over 50% of our shares of outstanding common stock. See “Principal and Selling Stockholders.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 24 of this prospectus.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors” and “Summary—Emerging Growth Company Status.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial Public Offering Price	$	$
Underwriting Discounts and Commissions	$	$
Proceeds, Before Expenses, to Us	$	$
Proceeds, Before Expenses, to MRD Holdings LLC	$	$

The underwriters expect to deliver the shares of common stock on or about                     , 2014.

Joint Book-Running Managers

Citigroup		Barclays
BofA Merrill Lynch	BMO Capital Markets	Goldman, Sachs & Co.
Raymond James	RBC Capital Markets	Wells Fargo Securities

Co-Managers

Credit Suisse	Morgan Stanley	Scotiabank / Howard Weil
Simmons & Company International	Stephens Inc.	Stifel
UBS Investment Bank		Wunderlich Securities

The date of this prospectus is                     , 2014.

[Inside cover art to be provided]

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		50
USE OF PROCEEDS		52
DIVIDEND POLICY		53
CAPITALIZATION		54
DILUTION		55
SELECTED HISTORICAL FINANCIAL DATA		57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		60
BUSINESS		89
MANAGEMENT		123
PRINCIPAL AND SELLING STOCKHOLDERS		137
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		139
RESTRUCTURING TRANSACTIONS		144
DESCRIPTION OF CAPITAL STOCK		148
SHARES ELIGIBLE FOR FUTURE SALE		152
MATERIAL TAX CONSEQUENCES TO NON-U.S. HOLDERS		154
UNDERWRITING		158
LEGAL MATTERS		164
EXPERTS		164
WHERE YOU CAN FIND MORE INFORMATION		165
INDEX TO FINANCIAL STATEMENTS		F-1
APPENDIX A: GLOSSARY OF OIL AND NATURAL GAS TERMS		A-1
APPENDIX B-1: NETHERLAND, SEWELL & ASSOCIATES, INC. SUMMARY OF MEMORIAL RESOURCE DEVELOPMENT LLC PROVED RESERVES		B-1
APPENDIX B-2: NETHERLAND, SEWELL & ASSOCIATES, INC. AUDIT LETTER REGARDING MEMORIAL RESOURCE DEVELOPMENT LLC PROBABLE AND POSSIBLE RESERVES		B-14

You should rely only on the information contained in this prospectus. Neither we, MRD Holdings LLC, nor the underwriters have authorized any person to provide you with any information or represent anything about us or this offering that is not contained in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. Neither we nor MRD Holdings LLC are making an offer in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus is current only as of its date.

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Commonly Used Defined Terms

As used in this prospectus, unless we indicate otherwise:

• “the Company,” “we,” “our,” “us” and “our company” or like terms refer collectively to (i) Memorial Resource Development Corp. and its subsidiaries (other than MEMP and its subsidiaries) for periods after the restructuring transactions described below and (ii) our predecessor (as described below) other than MEMP and its subsidiaries for periods prior to the restructuring transactions;

• “Memorial Production Partners,” “MEMP” and “the Partnership” refer to Memorial Production Partners LP individually and collectively with its subsidiaries, as the context requires. Following the restructuring transactions described below, we will own the general partner of MEMP as well as 50% of MEMP’s incentive distribution rights;

• “MEMP GP” refers to Memorial Production Partners GP LLC, the general partner of the Partnership, which we will own following completion of the restructuring transactions described below;

• “MRD Holdings” refers to MRD Holdings LLC, a holding company owned by the Funds that will own          shares of our common stock following completion of the restructuring transactions described below and this offering, assuming that the underwriters do not exercise their option to purchase additional shares from MRD Holdings.

• “MRD LLC” refers to Memorial Resource Development LLC, which has historically owned our predecessor’s business and will be merged into MRD Operating LLC, our subsidiary, after completion of the restructuring transactions described below;

• “WildHorse Resources” refers to WildHorse Resources, LLC and its subsidiaries, which owns our interest in the Terryville Complex and will be our 100% owned subsidiary following completion of the restructuring transactions described below;

• “our predecessor” refers collectively to MRD LLC and its consolidated subsidiaries, consisting of Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons GP Co., L.L.C., Black Diamond Minerals, LLC, Beta Operating Company, LLC, MEMP GP, BlueStone, MRD Operating LLC, WildHorse Resources and each of their respective subsidiaries, including MEMP and its subsidiaries;

• “the Funds” refers collectively to Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., which collectively own MRD Holdings;

• “restructuring transactions” means the transactions described beginning on page 13 that will take place in connection with and after the closing of this offering and pursuant to which we will acquire assets of MRD LLC (not including its interests in BlueStone, MRD Royalty, MRD Midstream or Classic Pipeline) that comprise substantially all of the assets of MRD LLC;

• “BlueStone” refers to BlueStone Natural Resources Holdings, LLC, which sold substantially all of its assets in July 2013 for approximately $117.9 million;

• “NGP” refers to Natural Gas Partners, a family of private equity investment funds organized to make direct equity investments in the energy industry, including the Funds;

• “MRD Royalty” refers to MRD Royalty LLC, which owns certain immaterial leasehold interests and overriding royalty interests in Texas and Montana;

• “MRD Midstream” refers to MRD Midstream LLC, which owns an indirect interest in certain immaterial midstream assets in North Louisiana; and

• “Classic Pipeline” refers to Classic Pipeline & Gathering, LLC, which owns certain immaterial midstream assets in Texas.

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Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications or other published independent sources. Some data is also based on our good faith estimates. Although we believe these third-party sources are reliable and that the information is accurate and complete, neither we nor MRD Holdings have independently verified the information.

Equivalency

This prospectus presents certain production and reserves-related information on an “equivalency” basis. When we refer to oil and natural gas in “equivalents,” we are doing so to compare quantities of oil with quantities of natural gas. In calculating equivalents, we use a generally recognized standard in which one Bbl of oil and/or NGLs is equivalent to six Mcf of natural gas. This calculation is based on an approximate energy equivalency and does not imply or reflect a value or price relationship.

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SUMMARY

This summary highlights information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, including “Risk Factors” beginning on page 24 and the historical and pro forma financial statements and the related notes to those financial statements. Certain oil and gas industry terms, including the terms proved reserves, probable reserves and possible reserves, used in this prospectus are defined in the “Glossary of Oil and Natural Gas Terms” in Appendix A of this prospectus.

Because we control MEMP through our ownership of its general partner, we are required to consolidate MEMP for accounting and financial reporting purposes even though we only own a minority of its limited partner interests. Our financial statements include two reportable business segments: (i) the MRD Segment, which reflects all of our operations except for MEMP and its subsidiaries, and (ii) the MEMP Segment, which reflects the operations of MEMP and its subsidiaries. Except with respect to our consolidated and combined financial statements or as otherwise indicated, the description of our business, properties, strategies and other information in this summary does not include the business, properties or results of operations of BlueStone, MRD Royalty, MRD Midstream and Classic Pipeline (the assets of which are included in our predecessor but will not be conveyed to us in the restructuring transactions) or MEMP. Our proved reserves as of December 31, 2013 have been prepared by Netherland, Sewell & Associates, Inc., our independent reserve engineers (“NSAI”), and our probable and possible reserves as of December 31, 2013 have been prepared by our internal reserve engineers and audited by NSAI, all of which are reflected in our reserve reports (which we collectively refer to as our “reserve report”), summaries of which are included in Appendices B-1 and B-2 of this prospectus.

Information expressed on a pro forma basis in this summary gives effect to certain transactions as if they had occurred on December 31, 2013 for pro forma balance sheet purposes and on January 1, 2013 for pro forma statements of operations purposes. For a description of these transactions, please read “Summary Historical Consolidated and Combined Pro Forma Financial Data” and “—Our Structure and Restructuring Transactions.” Where applicable, we have assumed an initial public offering price of              per share, the midpoint of the price range set forth on the cover page of this prospectus.

Overview

We are an independent natural gas and oil company focused on the exploitation, development, and acquisition of natural gas, NGL and oil properties with a majority of our activity in the Terryville Complex of North Louisiana, where we are targeting overpressured, liquids-rich natural gas opportunities in multiple zones in the Cotton Valley formation. Our total leasehold position is 347,458 gross (205,818 net) acres, of which 60,041 gross (51,522 net) acres are in what we believe to be the core of the Terryville Complex. We are focused on creating shareholder value primarily through the development of our sizeable horizontal inventory. As of December 31, 2013, we had 1,582 gross (1,091 net) identified horizontal drilling locations, of which over 1,431 gross (994 net) identified horizontal drilling locations are located in the Terryville Complex. These total net identified horizontal drilling locations represent an inventory of over 32 years based on our expected 2014 drilling program. We believe our inventory to be repeatable and capable of generating high returns based on the extensive production history in the area, the results of our horizontal wells drilled to date, and the consistent reservoir quality across multiple target formations.

As of December 31, 2013, we had estimated proved, probable and possible reserves of approximately 1,126 Bcfe, 800 Bcfe and 1,711 Bcfe, respectively. As of such date, we operated 98% of our proved reserves, 71% of which were natural gas. For the three months ended December 31, 2013, 45% of our pro forma MRD Segment revenues were attributable to natural gas production, 28% to NGLs and 27% to oil. For the year ended December 31, 2013, we generated pro forma MRD Segment Adjusted EBITDA of $159 million and pro forma net income of $       million, and made pro forma total capital expenditures of $203 million, including $70 million

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for wells coming online in 2014. Please see “—Summary Historical Consolidated and Combined Pro Forma Financial Data—Adjusted EBITDA” for an explanation of the basis for the pro forma presentation and our use of Adjusted EBITDA to measure the MRD Segment’s profitability.

Our average net daily production for the three months ended December 31, 2013 was 137 MMcfe/d (approximately 70% natural gas, 22% NGLs and 8% oil) and our reserve life was 23 years. As of December 31, 2013, we produced from 95 horizontal wells and 800 vertical wells. The Terryville Complex represented 83% of our total net production for the three months ended December 31, 2013. Our estimated average net daily production for the period from April 1 through April 30, 2014 was 179 MMcfe/d, of which 73% was from natural gas. Our estimated average net daily production from our properties in the Terryville Complex for the same period was 141 MMcfe/d, or 79% of our total production. In the Terryville Complex, we have completed and brought online six additional horizontal wells since January 1, 2014, bringing our total number of producing horizontal wells to 27 in our primary formations. The 24-hour initial production rates of our four most recent wells averaged 26.6 MMcfe/d.

The following chart provides information regarding our production growth and the increasing proportion of our horizontal well production since the beginning of 2012.

Our Properties

Cotton Valley—Overview

The Cotton Valley formation extends across East Texas, North Louisiana and Southern Arkansas. The formation has been under development since the 1930s and is characterized by thick, multi-zone natural gas and oil reservoirs with well-known geologic characteristics and long-lived, predictable production profiles. Over 21,000 vertical wells have been completed throughout the play. In 2005, operators started redeveloping the

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Cotton Valley using horizontal drilling and advanced hydraulic fracturing techniques. To date, operators have drilled over 600 horizontal Cotton Valley wells. Some large, analogous redevelopment projects in the Cotton Valley include the Nan-Su-Gail Field in Freestone County, East Texas, where over 40 horizontal wells have been drilled by operators such as Devon Energy Corporation and Marathon Oil Corporation, and the Carthage Complex in Panola County, East Texas, where operators such as ExxonMobil Corporation, ConocoPhillips and Anadarko Petroleum Corporation have drilled over 153 horizontal wells.

Cotton Valley—Terryville Complex Horizontal Redevelopment

We are currently engaged in the horizontal redevelopment of the Terryville Complex in Lincoln Parish, Louisiana utilizing horizontal drilling and completion techniques similar to those employed at the Nan-Su-Gail Field, Carthage Complex in East Texas and other major resource plays across the United States. We have assembled a largely contiguous acreage position in the Terryville Complex of approximately 60,041 gross (51,522 net) acres as of December 31, 2013. The majority of our current and planned development is focused in and around what we believe to be the core of the Terryville Complex.

We entered the Terryville Complex via an acquisition from Petrohawk Energy Corporation in April 2010, with the goal of redeveloping the field with horizontal drilling and modern completion techniques. Since that acquisition, we have completed multiple bolt-on acquisitions and in-fill leases to build our current position. We believe the Terryville Complex, which has been producing since 1954, is one of North America’s most prolific natural gas fields, characterized by high recoveries relative to drilling and completion costs, high initial production rates with high liquids yields, long reserve life, multiple stacked producing zones, available infrastructure and a large number of service providers.

After initially drilling eight vertical pilot wells in the Terryville Complex, we commenced a horizontal drilling program in 2011 to further delineate and define our position. In 2013, we shifted our operational focus to full-scale horizontal redevelopment of the Terryville Complex, going from two rigs to four rigs by the end of that year. Additionally, in the fourth quarter of 2013, we moved to drilling on multi-well pads that allow us to more efficiently drill wells and control costs as we develop our stacked pay zones. We intend to dedicate approximately $264 million of our $316 million drilling and completion budget in 2014 to develop multiple zones within the Terryville Complex, where we expect to drill and complete 35 gross (30 net) wells. Our horizontal redevelopment program in the Terryville Complex will be focused on increasing our well performance and recoveries.

Within the Terryville Complex, as of December 31, 2013, we had 945 Bcfe, 688 Bcfe and 1,643 Bcfe of estimated proved, probable and possible reserves, respectively, and a drilling inventory consisting of 1,431 gross (994 net) identified horizontal drilling locations, including 91 gross (72 net) drilling locations to which we have attributed proved undeveloped reserves as of December 31, 2013. Since initiating our horizontal drilling program in 2011, we have drilled 27 gross (22.0 net) horizontal wells, growing our gross daily production in the Terryville Complex by 304% from 53.0 MMcfe/d for the three months ended March 31, 2010 to 214.0 MMcfe/d for the month ended April 30, 2014. For the three months ended December 31, 2013, 42% of our revenues from the Terryville Complex were attributable to natural gas, 29% to NGLs and 29% to oil. Within the Terryville Complex, on a proved reserves basis, we operate approximately 99% of our existing acreage and hold an average working interest of approximately 74% across our acreage. Our high operating control allows us to more efficiently and economically manage the redevelopment of this extensive resource.

We believe seismic data, as well as information gathered from the results of our existing 275 vertical and 27 horizontal wells throughout the field, support the existence of at least ten stacked pay zones across the Terryville Complex. Our redevelopment program currently targets four of the stacked pay zones in the Cotton Valley formation—zones we term the Upper Red, Lower Red, Lower Deep Pink and Upper Deep Pink, all of which we

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are developing with horizontal wells through pad drilling. These four zones have an overall thickness ranging from 400 to 890 feet across our acreage position. We believe the overpressured nature of this section of the Cotton Valley formation is highly productive when accessed through horizontal drilling and fracture stimulation technologies. These qualities, when combined with the liquids-rich nature of the natural gas, high initial rates of production and competitive well costs, produce what we believe to be amongst the highest rate of return wells in the nation. Further, there are additional opportunities for redevelopment in the zones above the four main zones. NSAI has allocated over $1 billion PV-10 and 677 Bcfe to our possible reserve category for the redevelopment of these additional zones. Please see “—Reserves.”

The table below details certain information on estimated ultimate recoveries and production for the 27 horizontal wells currently producing in the Terryville Complex. Our well results have shown consistency in initial production, decline rates and estimated ultimate recovery. The consistency of these results gives us confidence that the full-scale redevelopment of the Terryville Complex we began in 2013 will be successful as we move from four to five rigs in 2014. Please see “Business—Our Properties—Cotton Valley—Terryville Complex Horizontal Redevelopment” for more detail on our properties in the Terryville Complex and the table on page 92 for more detail on the average EUR and cumulative production of our properties in the Terryville Complex.

	Lateral Length (Feet)		Producing Wells				First Production		Days Producing		Cumulative Production (Bcfe)		Gross Wellhead Flow Rates After Processing (MMcfe/d)(3)(4)
Well Name (1)			EUR (Bcfe)(2)		EUR BCFe/ 1,000’								0-30		0-90		91-180		181-360		D&C ($MM)
Upper Red Zone
LD Barnett 23H-2		4,015		13.6		3.4		1/30/2012		821		4.6		14.5		12.0		7.7		5.6		6.7
Colquitt 20 17H-1		4,357		11.2		2.6		7/30/2012		639		3.8		17.5		12.6		7.2		5.1		7.7
Dowling 22 15H-1		5,376		16.8		3.1		9/22/2012		585		5.1		16.3		15.6		11.1		8.2		8.8
Nobles 13H-1		4,216		11.6		2.8		11/17/2012		529		4.2		21.5		16.7		9.9		6.5		7.8
Sidney McCullin 16 21H-1		4,604		16.9		3.7		1/19/2013		466		4.4		17.4		14.2		10.8		8.4		8.1
Wright 14 11 HC-1		5,250		18.0		3.4		5/27/2013		338		4.4		19.6		18.1		16.1				8.8
BF Fallin 22 15H-1		5,122		15.6		3.0		6/17/2013		317		3.1		14.8		13.7		11.8				7.5
Dowling 20 17H-1		4,327		8.9		2.1		7/22/2013		282		2.0		15.2		11.0		5.7				10.7
Gleason 31H-1		3,692		2.5		0.7		8/12/2013		261		0.5		3.5		2.7		1.8				9.4
Burnett 26H-1		2,405		4.2		1.7		9/22/2013		220		0.9		6.9		5.5		3.3				6.6
Drewett 17 8H-1		4,010		14.0		3.5		11/13/2013		168		2.6		22.1		18.7						7.7
Wright 13 12 HC-2		6,009		18.1		3.0		12/21/2013		130		2.4		22.7		19.3						8.0
LA Minerals 15 22H-2		5,814		N/A		N/A		1/21/2014		99		1.6		18.1		16.7						9.3
TL McCrary 14 11 HC-5		5,875		N/A		N/A		4/14/2014		16		0.4										7.8
Wright 13 24 HC-1		6,678		N/A		N/A		4/14/2014		16		0.4										8.9
Wright 13 24 HC-3		6,606		N/A		N/A		4/14/2014		16		0.4										7.6
Lower Red Zone
TL McCrary 14H-1		4,544		12.8		2.8		5/1/2012		729		4.0		14.4		11.7		8.3		5.4		7.7
Nobles 13H-2		4,060		9.2		2.3		11/17/2012		529		3.1		16.0		11.9		8.4		5.2		7.8
LA Methodist Orphanage 14H-1		3,637		12.1		3.3		2/15/2013		439		3.5		13.9		13.0		9.7		6.3		9.1
Dowling 21 16H-1		4,590		9.4		2.0		3/18/2013		408		2.5		13.0		10.1		6.5		4.5		6.6
Drewett 17 8H-2		3,700		3.7		1.0		11/13/2013		168		0.8		8.7		6.2						6.8
Wright 13 12 HC-1		5,409		8.2		1.5		12/21/2013		130		1.3		14.7		11.3						9.1
LA Minerals 15 22H-1		5,926		N/A		N/A		1/21/2014		99		1.1		13.8		11.1						8.0
Wright 13 24 HC-4		6,518		N/A		N/A		4/14/2014		16		0.3										10.3
Lower Deep Pink Zone
LA Methodist Orphanage 14H-2		3,550		12.2		3.4		2/15/2013		439		3.1		14.2		11.6		7.6		5.6		6.1
Wright 13 12 HC-3		5,706		6.3		1.1		12/21/2013		130		1.1		12.4		9.3						7.1
Wright 13 12 HC-4		5,010		5.0		1.0		12/21/2013		130		1.0		11.8		8.7						6.1
Averages
All Wells		4,852		11.0		2.5				301		2.3		14.9		12.2		8.4		6.1		8.0
Upper Red		4,897		12.6		2.7				306		2.6		16.2		13.6		8.5		6.8		8.2
Lower Red		4,798		9.2		2.2				315		2.1		13.5		10.7		8.2		5.4		8.2
Lower Deep Pink		4,755		7.8		1.8				233		1.7		12.8		9.9		7.6		5.6		6.4

(1) The majority of the wells in this table are included within our proved developed producing reserve category in our reserve report as of December 31, 2013. LA Minerals 15 22H-1, LA Minerals 15 22H-2, TL McCrary 14 II HC-5, Wright 13 24 HC-1, Wright 13 24 HC-3 and Wright 13 24 HC-4 each started producing in 2014 so they have not been included in the year-end reserve report.

(2) EUR represents the Estimated Ultimate Recovery or sum of total gross remaining reserves attributable to each location in our reserve report and cumulative sales from such location. EUR is shown on a combined basis for oil/condensates, gas and NGLs after the effects of processing.

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(3) Production data is as of April 30, 2014 and shown gross on a combined basis after the effects of processing.

(4) Periodic flow rates start on day 4, with days 1 through 3 used to allow clean up associated with well completion. The 30-day flow rates therefore start on day 4 and continue 30 days to day 33 and the 90-day flow rates go from day 4 to day 93.

Recent Drilling Updates

During the week of April 14, 2014, we completed four new wells in the Terryville Complex. The combined 24-hour peak production for the four wells is over 95 MMcf per day. Three of the wells were drilled on one pad in the eastern edge of our property, the farthest step out from our core position to date, and produced a combined 24-hour peak production in excess of 75 MMcf per day. These production numbers are before the effects of processing and do not include oil volumes associated with these wells.

East Texas

We own and operate approximately 54,337 gross (42,894 net) acres as of December 31, 2013 in Texas, where we are currently producing primarily from the Cotton Valley, Travis Peak and Bossier formations and targeting the Cotton Valley formation for future development. From January 1, 2011 through December 31, 2013, we have drilled and completed 28 gross (10.3 net) wells and are operating one rig in East Texas as of December 31, 2013. In 2014, we plan to invest $36 million to drill and complete 8 gross (6 net) wells in East Texas in the Joaquin Field of Panola and Shelby Counties. As of December 31, 2013, we had approximately 108 gross identified horizontal drilling locations in East Texas, including 54 gross (43 net) drilling locations to which we have attributed proved undeveloped reserves as of December 31, 2013. For the three months ended December 31, 2013, our average net daily production from our East Texas properties was 21 MMcfe/d, of which 76% was natural gas. Within our East Texas properties, on a proved reserves basis, we operate approximately 94% of our existing properties.

Rockies & Other

We own approximately 162,375 gross (66,191 net) acres as of December 31, 2013 in our Rockies & Other region and for the three months ended December 31, 2013 our average net daily production from this region was 1 MMcfe/d. In 2014, we plan to operate one rig and invest $12 million to drill 3 gross (3 net) vertical wells in the Tepee Field of the Piceance Basin targeting the Mancos and Williams Fork formations. We also plan to invest $4 million to participate in 12 gross horizontal wells (1.1 net) operated by SandRidge Energy Inc. in the Mississippian oil play of Northern Oklahoma. As of December 31, 2013, we had approximately 174 gross identified vertical drilling locations in the Tepee Field in our Rockies & Other area.

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Reserves

Our estimates of proved reserves are prepared by NSAI, and our estimates of probable and possible reserves are prepared by our management and audited by NSAI. As of December 31, 2013, we had 1,126 Bcfe, 800 Bcfe and 1,711 Bcfe of estimated proved, probable and possible reserves, respectively. As of this date, our proved reserves were 71% gas and 29% NGLs and oil. Additionally, the PV-10 of our proved reserves was $1,469 million, the PV-10 for our probable reserves was $1,052 million and the PV-10 for our possible reserves was $2,386 million. The following table provides summary information regarding our estimated proved, probable and possible reserves data by area based on our reserve report and our average net daily production by area for the three months ended December 31, 2013:

	Proved Total (Bcfe)		% Gas			% Developed			Proved PV-10 (in millions)(1)		Probable Total (Bcfe)(2)		Probable PV-10 (in millions)(1)		Possible Total (Bcfe)(2)		Possible PV-10 (in  millions)(1)		Average Net Daily Production (MMcfe/d)
Terryville Complex		945		71	%		33	%	$	1,341		688	$	1,032		1,643	$	2,383		115
East Texas		175		75	%		29	%		110		109		18		66		3		21
Rockies & Other		6		49	%		100	%		18		2		2		2		1		1
Total		1,126		71	%		33	%	$	1,469		800	$	1,052		1,711	$	2,386		137

(1) In this prospectus, we have disclosed our PV-10 based on our reserve report. PV-10 is a non-GAAP financial measure and represents the period-end present value of estimated future cash inflows from our natural gas and crude oil reserves, less future development and production costs, discounted at 10% per annum to reflect timing of future cash flows and using SEC pricing assumptions in effect at the end of the period. SEC pricing for natural gas and oil of $3.67 per Mcf and $93.42 per Bbl was based on the unweighted average of the first-day-of-the-month prices for each of the twelve months preceding December 2013. PV-10 differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves. Because PV-10 estimates of probable and possible reserves are more uncertain than PV-10 and standardized estimates of proved reserves, but have not been adjusted for risk due to that uncertainty, they may not be comparable with each other. Nonetheless, we believe that PV-10 estimates for reserve categories other than proved present useful information for investors about the future net cash flows of our reserves in the absence of a comparable GAAP measure such as standardized measure. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. In addition, investors should be cautioned that estimates of PV-10 for probable and possible reserves, as well as the underlying volumetric estimates, are inherently more uncertain of being recovered and realized than comparable measures for proved reserves, and that the uncertainty for possible reserves is even more significant. Our PV-10 estimates of proved reserves and our standardized measure are equivalent because, prior to the completion of this offering, we were not subject to entity level taxation. Accordingly, no provision for federal income taxes has been provided because taxable income has been passed through to our equity holders. However, had we not been a tax exempt entity as of December 31, 2013, our estimated discounted future income tax in respect of our proved, probable and possible reserves would have been approximately $401 million, $368 million and $835 million, respectively. After this offering, we will be treated as a taxable entity for federal income tax purposes and our future income taxes will be dependent upon our future taxable income. Neither PV-10 nor standardized measure represents an estimate of fair market value of our natural gas and oil properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of estimated reserves held by companies without regard to the specific tax characteristics of such entities.

(2) Substantially all of our estimated probable and possible reserves are classified as undeveloped.

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Drilling Inventory and Capital Budget

We intend to develop our multi-year drilling inventory by utilizing our significant expertise in horizontal drilling and fracture stimulation to grow our production, reserves and cash flow. For 2014, we have budgeted a total of $316 million to drill and complete 46 gross (39 net) operated wells and to participate in 12 gross (1.1 net) non-operated wells. We expect to fund our 2014 development primarily from cash flows from operations. The majority of our drilling locations and our 2014 development program are focused on the Terryville Complex, where we plan to invest $264 million on drilling and completing 33 gross (28 net) horizontal wells and 2 gross (2 net) vertical wells. Approximately $5.0 million of our Terryville Complex budget is allocated towards the drilling of vertical wells and routine facilities maintenance. In East Texas, we plan to invest $36 million on drilling and completing 8 gross (6 net) horizontal wells. In our Rockies & Other area we plan to invest $12 million on drilling and completing 3 gross (3 net) vertical wells in the Tepee Field and $4 million to participate in 12 gross (1.1 net) horizontal wells operated by SandRidge Energy Inc. in the Mississippian oil play of Northern Oklahoma.

The following table provides information regarding our acreage and drilling locations by area as of December 31, 2013, except for projected 2014 information:

	Net Acreage		WI%			Gross Horizontal Drilling Locations(1)(2)												Net Horizontal Drilling Inventory (years)		2014 Projected Operated Net Wells to be Drilled(3)		2014 Projected Capital Budget ($MM)
														Total
						Proved		Probable		Possible		Management		Gross		Net
Terryville Complex		96,733		74	%		91		147		450		743		1,431		994		36		30	$	264
East Texas		42,894		79	%		54		39		15		—		108		92		15		6		36
Rockies & Other		66,191		41	%		—		23		20		—		43		4		—		3		16
Total		205,818		59	%		145		209		485		743		1,582		1,091		32		39	$	316

(1) The above table excludes 192 proved vertical drilling locations in our reserve report in the Terryville Complex and 174 identified vertical locations based on management estimates in the Rockies & Other region.

(2) Please see “Business—Our Operations—Drilling Locations” for more information regarding the process and criteria through which these drilling locations were identified. The drilling locations on which we actually drill will depend on the availability of capital, regulatory approval, commodity prices, costs, actual drilling results and other factors. Please see “Risk Factors—Risks Related to Our Business—Our identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.” Proved, probable and possible locations are based on our reserve report. Management locations are based on management estimates of additional identified drilling locations.

(3) Represents net operated wells only. Excludes 12 gross (1.1 net) non-operated wells to be drilled in our Rockies & Other area in 2014.

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Our extensive inventory and horizontal drilling program in the Terryville Complex is currently focused on four zones within the Cotton Valley formation—the Upper Red, Lower Red, Lower Deep Pink and Upper Deep Pink. The table below sets forth our drilling locations by zone as of December 31, 2013 along with the average results for the wells we have drilled within each zone. Please see “Business—Our Properties—Cotton Valley—Terryville Complex Horizontal Redevelopment” for more detail on our properties in the Terryville Complex and the table on page 92 for the 30 day initial production rate and EUR condensate volumes.

											Average Historical Results(2)
Lower Cotton Valley Zone	Gross Horizontal Drilling Locations(1)										Producing Wells Drilled(1)		EUR (Bcfe)(3)		Drilling and Completion Costs ($MM)
	Proved		Probable		Possible		Management		Total
Upper Red		47		42		40		313		442		16		12.6	$	8.2
Lower Red		40		40		36		276		392		8		9.2	$	8.2
Lower Deep Pink		4		28		47		79		158		3		7.8	$	6.4
Upper Deep Pink		—		37		42		75		154		—		—		—
Other Zones		—		—		285		—		285		—		—		—
Total Terryville Complex		91		147		450		743		1,431		27		11.0	$	8.0

(1) Please see “Business—Our Operations—Drilling Locations” for more information regarding the process and criteria through which these drilling locations were identified. The drilling locations on which we actually drill will depend on the availability of capital, regulatory approval, commodity prices, costs, actual drilling results and other factors. Please see “Risk Factors—Risks Related to Our Business—Our identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.” Proved, probable and possible locations are based on our reserve report. Management locations are based on management estimates of additional identified drilling locations.

(2) Relates to the 21 horizontal wells in the Terryville Complex included in our reserve report as proved developed reserves as of December 31, 2013. Drilling and completion costs and producing wells drilled include six additional wells that have come online since year-end.

(3) EUR represents the Estimated Ultimate Recovery or the sum of total gross remaining reserves attributable to each location in our reserve report and cumulative sales from such location. EUR is shown at the wellhead on a combined basis for oil/condensates and wet gas.

Our Terryville horizontal development program in 2014 has an average working interest of 87% and our total horizontal development inventory has an average working interest of 69%.

For the Terryville Complex, our 2014 budget assumes an average cost of $8.6 million for gross horizontal wells ($7.5 million per net well) and is based on an average lateral length of 6,270 feet. As part of our long-term development plan, the lateral length of our planned wells is expected to increase and we expect wells within the Terryville Complex to cost on average $9.3 million for gross wells ($8.1 million per net well) drilled with a 7,500 foot lateral length.

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Business Strategies

Our primary objective is to build shareholder value through growth in reserves, production and cash flows by developing and expanding our significant portfolio of drilling locations. To achieve our objective, we intend to execute the following business strategies:

Grow production, reserves and cash flow through the development of our extensive drilling inventory.    We believe our extensive inventory of low-risk drilling locations, combined with our operating expertise, will enable us to continue to deliver production, reserve and cash flow growth and create shareholder value. As of December 31, 2013, we had assembled an aggregate drilling inventory of 1,582 gross identified horizontal drilling locations, 90% of which are in the Terryville Complex, representing a drilling inventory of over 36 years based on our expected 2014 drilling program. We believe that the risk and uncertainty associated with our core acreage positions in the Terryville Complex has been largely reduced through our development activity, and because those positions are in areas with extensive drilling and production history. Since initiating our horizontal drilling program with one rig in 2011, we have invested over $288 million in the Terryville Complex through December 31, 2013. With four rigs running in the Terryville Complex as of December 31, 2013, we are one of the most active drillers in the Cotton Valley formation. We intend to dedicate approximately $264 million of our $316 million drilling and completion budget in 2014 to develop the overpressured liquids-rich Terryville Complex through multi-well pad drilling. We believe multiple vertically stacked producing horizons in the Terryville Complex can be developed using horizontal drilling techniques, thus enhancing the economics of this field.

Enhance returns through prudent capital allocation and continued improvements in operational and capital efficiencies.    We continually monitor and adjust our drilling program with the objective of achieving the highest total returns on our portfolio of drilling opportunities. We believe we will achieve this objective by (i) minimizing the capital costs of drilling and completing horizontal wells through knowledge of the target formations, (ii) maximizing well production and recoveries by optimizing lateral length, the number of frac stages, perforation intervals and the type of fracture stimulation employed, (iii) targeting specific zones within our leasehold position to maximize our hydrocarbon mix based on the existing commodity price environment and (iv) minimizing operating costs through efficient well management.

Exploit additional development opportunities on current acreage.    Our existing asset base provides numerous opportunities for our highly experienced technical team to create shareholder value by increasing our inventory beyond our currently identified drilling locations and ultimately by growing our estimated proved reserves. In the Terryville Complex, we are currently targeting multiple stacked horizons. We also believe our East Texas region has a significant inventory of low-risk, liquids-rich horizontal drilling locations. Finally, we continue to evaluate our leasehold positions in the Rocky Mountains and have preliminarily identified over 170 potential vertical locations.

Maintain a disciplined, growth oriented financial strategy.    We intend to fund our growth primarily with internally generated cash flows while maintaining ample liquidity and access to the capital markets. Furthermore, we plan to hedge a significant portion of our expected production to reduce our exposure to downside commodity price fluctuations and enable us to protect our cash flows and maintain liquidity to fund our drilling program. Since approximately 76% of our acreage in the Terryville Complex was held by production as of December 31, 2013 and no significant drilling commitments are needed to hold our remaining acreage in the near term, we are able to allocate capital among projects in a manner that optimizes both costs and returns, resulting in a highly efficient drilling program.

Make opportunistic acquisitions that meet our strategic and financial objectives.    We will seek to acquire oil and gas properties that we believe complement our existing properties in our core areas of operation. In

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addition to our focus on the Terryville Complex, we are pursuing other properties that provide opportunities for the addition of reserves and production through a combination of exploitation, development, high-potential exploration and control of operations. We follow a technology driven strategy to establish large, contiguous leasehold positions in the core of prolific basins and opportunistically add to those positions through bolt-on acquisitions over time. We entered into the Terryville Complex through strategic acquisitions and grassroots leasing efforts, amassing a land position of 96,733 net acres, 51,522 net acres of which we believe to be in the core of the play. We will continue to identify and opportunistically acquire additional acreage and producing assets to complement our multi-year drilling inventory.

Competitive Strengths

We believe that the following strengths will allow us to successfully execute our business strategies.

Large, concentrated position in one of North America’s leading plays.    We own approximately 60,041 gross (51,522 net) acres in what we believe to be the core of the Terryville Complex in Lincoln Parish, which we believe to be one of North America’s most prolific liquids-rich natural gas fields, characterized by consistent and predictable geology and multiple stacked pay formations confirmed by extensive vertical well control. Through December 31, 2013, our drilling program in the Terryville Complex has produced some of the top performing gas wells in the United States in the previous two years, with single horizontal well results having achieved average 30-day initial production rates of 14.9 MMcfe/d, EURs averaging 11.0 Bcfe and average drilling and completion costs of $8.0 million per well. Approximately 76% of our acreage in the Terryville Complex was held by production at December 31, 2013 and there are no significant lease expirations until 2017. Additionally, all of our acreage in this play can be held by running a one rig program over the next 18 months.

De-risked acreage position with multi-year inventory of liquids-rich drilling opportunities.    As of December 31, 2013, we had a drilling inventory consisting of 1,582 gross identified horizontal drilling locations, of which approximately 145 are gross proved undeveloped locations. Based on our expected 2014 drilling program and net identified drilling locations, we have over 32 years of liquids-rich drilling inventory. The majority of our drilling activity has been and will continue to be focused in the Terryville Complex, where we produce liquids-rich natural gas from the overpressured Cotton Valley formation. We have used subsurface data from our vertical wells coupled with 3-D seismic data to identify and prioritize our inventory based on returns. This liquids-rich gas formation allows for NGL processing that, when coupled with the condensate produced, results in strong well economics. For the three months ended December 31, 2013, 45% of our pro forma MRD Segment revenues were attributable to natural gas, 28% to NGLs and 27% to oil.

Significant operational control with low cost operations.    On a proved reserves basis, we operate 99% of our properties and have operational control of all of our drilling inventory in the Terryville Complex. We believe maintaining operational control will enable us to enhance returns by implementing more efficient and cost-effective operating practices, through the selection of economic drilling locations, opportunistic timing of development, continuous improvement of drilling, completion and stimulation techniques and development on multi-well pads. As a result of the contiguous nature of our leasehold in the Terryville Complex and its geologic continuity, we are able to drill consistently long laterals, averaging over 4,800 lateral feet, which helps us to reduce costs on a per-lateral foot basis and increase our returns. We expect the average lateral length of the 35 gross wells that we expect to drill in the Terryville Complex in 2014 to be 6,400 feet per well. Operating in mature basins in North Louisiana and East Texas allows us to take advantage of the available and extensive midstream infrastructure and accelerate our development plan without encountering significant constraints in either takeaway or processing capacity. Our operational control allows us to focus on operating efficiency, which has resulted in our MRD Segment lease operating costs declining 31% from $0.77 per Mcfe for the year ended December 31, 2012 to $0.53 per Mcfe for the year ended December 31, 2013.

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Proven and incentivized executive and technical team.    We believe our management and technical teams are one of our principal competitive strengths due to our team’s significant industry experience and long history of working together in the identification, execution and integration of acquisitions, cost efficient management of profitable, large scale drilling programs and a focus on rates of return. Additionally, our technical team has substantial expertise in advanced drilling and completion technologies and decades of expertise in operating in the North Louisiana and East Texas regions. The members of our management team collectively have an average of 22 years of experience in the oil and natural gas industry. John A. Weinzierl, our Chief Executive Officer, has 24 years of oil and natural gas industry experience as a petroleum engineer, a strong commercial and technical background and extensive experience acquiring and managing oil and natural gas properties. Our management team has a significant economic interest in us directly and through its equity interests in our controlling stockholder, MRD Holdings. We believe our management team is motivated to deliver high returns, create shareholder value and maintain safe and reliable operations.

Our relationship with MEMP.    We own 0.1% general partner interest in MEMP through our ownership of its general partner as well as 50% of MEMP’s incentive distribution rights. MEMP’s objective as a master limited partnership is to generate stable cash flows, allowing it to make quarterly distributions to its limited partners and, over time, to increase those quarterly distributions. As a result of its familiarity with our management team and our asset base and our track record of prior “drop-down” transactions, we believe that MEMP is a natural purchaser of properties from us that meet its acquisition criteria. We believe this mutually beneficial relationship enhances MEMP’s ability to generate consistent returns on its oil and natural gas properties, provides us with a growing source of cash flow from our partnership interests in MEMP and allows us to monetize producing non-core properties. Since MEMP’s initial public offering, we have consummated “drop-down” transactions with MEMP totaling approximately $376 million. In addition, we may have the opportunity to work jointly with MEMP to pursue certain acquisitions of oil and natural gas properties that may not otherwise be attractive acquisition candidates for either of us individually. While we believe that MEMP would be a preferred acquirer of our mature, non-core assets, we are under no obligation to offer to sell, and it is under no obligation to offer to buy, any of our properties.

Financial strength and flexibility.    During 2013, we generated $159 million of pro forma MRD Segment Adjusted EBITDA and made pro forma total capital expenditures of $203 million, including $70 million on wells coming online in 2014. We intend to continue to fund our organic growth predominantly with internally generated cash flows while maintaining ample liquidity for opportunistic acquisitions. We will continue to maintain a disciplined approach to spending whereby we allocate capital in order to optimize returns and create shareholder value. We seek to protect these future cash flows and liquidity levels by maintaining a three-to-five year rolling hedge program. Pro forma as of December 31, 2013 for this offering and the restructuring transactions (including the redemption of the PIK notes for approximately $363 million 30 days after the closing of this offering), we expect our total liquidity, consisting of cash on hand and available borrowing capacity under our new revolving credit facility, to be in excess of $         million.

Recent Developments

In December 2013, MRD LLC issued $350,000,000 of its 10.00%/10.75% Senior PIK toggle notes due 2018, which we refer to as the PIK notes. MRD LLC used the net proceeds from that issuance to repay outstanding indebtedness, to fund a debt service reserve account for the payment of interest on the PIK notes, to pay a distribution to the Funds, and for general company purposes. In connection with the closing of this offering, we will assume the PIK notes and use a portion of the proceeds of this offering to redeem the PIK notes in their entirety, to pay any applicable premium in connection with such redemption and to pay accrued and unpaid interest, if any, to the date of redemption. MRD Holdings will receive the cash released upon the termination of the debt service reserve account in connection with the redemption of the PIK notes. See “Restructuring Transactions.”

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In April 2014, we sold approximately 15 Bcfe of proved reserves located in East Texas to MEMP for cash consideration of approximately $34.0 million, subject to customary post-closing adjustments.

In connection with the closing of this offering, we intend to enter into a new $2.0 billion revolving credit facility. Immediately prior to the closing of this offering, we will borrow approximately $         million from our new revolving credit facility to pay off and terminate in their entirety WildHorse Resources’ revolving credit facility and second lien term loan, which we refer to collectively as WildHorse Resources’ credit agreements. See “Restructuring Transactions.”

Acquisition History

We built out our leasehold positions in North Louisiana, East Texas and the Rocky Mountains primarily through the following acquisition activities:

• In November 2007, we acquired interests in the Joaquin Field, which is the core of our East Texas acreage;

• In December 2007, we acquired interests in the Tepee Field in the Piceance Basin in Colorado;

• In April and May 2010, we acquired interests in the Terryville Complex and other North Louisiana fields, which are the core of our North Louisiana acreage;

• In November 2010, we acquired interests in the Spider and E. Logansport Fields in North Louisiana;

• In May 2012, we acquired interests in the Terryville Complex and Double A Field in North Louisiana and East Texas;

• In April 2013, we acquired interests in the West Simsboro and Simsboro Fields of the Terryville Complex in North Louisiana;

• In November 2013, we acquired the remaining equity interests in Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons GP Co., L.L.C. and Black Diamond Minerals, LLC, which hold oil and natural gas properties in East Texas, North Louisiana and the Rocky Mountains; and

• In February 2014, we repurchased net profits interests in the Terryville Complex from an affiliate of NGP for $63.4 million after customary adjustments. These net profits interests were originally sold to the NGP affiliate upon the completion of certain acquisitions in 2010 by WildHorse Resources.

Our Principal Stockholder

Our principal stockholder is MRD Holdings, which is controlled by the Funds, which are three of the private equity funds managed by NGP. Upon completion of this initial public offering, MRD Holdings, the selling stockholder in this offering, will own approximately     % of our common stock (or approximately     % if the underwriters’ option to purchase additional shares from MRD Holdings is exercised in full). Pursuant to a voting agreement, MRD Holdings will also have the right to direct the vote of an additional approximately     % of our common stock. The Funds also collectively indirectly own 50% of MEMP’s incentive distribution rights, and at the completion of this offering MRD Holdings will own 5,360,912 subordinated units of MEMP, representing an 8.7% limited partner interest in MEMP. We are also a party to certain other agreements with MRD Holdings, the Funds and certain of their affiliates. For a description of the voting agreement and these other agreements, please read “Certain Relationships and Related Party Transactions.”

Founded in 1988, NGP is a family of private equity investment funds, with cumulative committed capital of approximately $10.5 billion since inception, organized to make investments in the natural resources sector. NGP is part of the investment platform of NGP Energy Capital Management, a premier investment franchise in the natural resources industry, which together with its affiliates has managed approximately $13 billion in cumulative committed capital since inception.

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Our Interest in Memorial Production Partners LP

Through our ownership of its general partner, we control MEMP. We also own 50% of its incentive distribution rights. MEMP is a publicly traded limited partnership engaged in the acquisition, exploitation, development and production of oil and natural gas properties in the United States, with assets consisting primarily of producing oil and natural gas properties that are located in Texas, Louisiana, Colorado, Wyoming, New Mexico and offshore southern California. Most of MEMP’s properties are located in large, mature oil and natural gas reservoirs with well-known geologic characteristics and long-lived, predictable production profiles and modest capital requirements. Because we control MEMP, we are required to consolidate MEMP for accounting and financial reporting purposes, even though we and MEMP have independent capital structures.

During the year ended December 31, 2013, less than $0.1 million of distributions were made in respect of the MEMP incentive distribution rights during the year ended December 31, 2013. Please see “Business—Relationship with Memorial Production Partners LP” for further information on our interest in MEMP.

Risk Factors

Investing in our common stock involves risks that include the speculative nature of oil and natural gas exploration, competition, volatile commodity prices and other material factors. For a discussion of these risks and other considerations that could negatively affect us, including risks related to this offering and our common stock, please read “Risk Factors” beginning on page 24 of this prospectus and “Cautionary Note Regarding Forward-Looking Statements.”

Our Structure and Restructuring Transactions

We are a Delaware corporation formed by MRD LLC to own and acquire oil and natural gas properties. In connection with the closing of this offering, the following transactions, which we refer to as the restructuring transactions, will occur:

• The Funds will contribute all of their interests in MRD LLC to MRD Holdings;

• WildHorse Resources will sell its subsidiary, WildHorse Resources Management Company, LLC (which holds certain immaterial assets related to our WildHorse Resources operations) to an affiliate of the Funds for approximately $3 million in cash, and that subsidiary will enter into a services agreement with WildHorse Resources pursuant to which that subsidiary will provide transition services to WildHorse Resources;

• MRD LLC will contribute to us substantially all of its assets, comprised of:

• 100% of the ownership interests in Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons GP Co., L.L.C., Black Diamond Minerals, LLC, Beta Operating Company, LLC and MRD Operating LLC;

• 99.9% of the membership interests in WildHorse Resources, the owner of our properties in the Terryville Complex; and

• MEMP GP (including MEMP GP’s ownership of 50% of MEMP’s incentive distribution rights);

• We will issue          shares of our common stock to MRD LLC, which MRD LLC will immediately distribute to MRD Holdings;

• We will assume the obligations of MRD LLC under the PIK notes, including the obligation to pay interest on the PIK notes if this offering closes before June 15, 2014 or to reimburse MRD LLC for the June 15, 2014 interest payment made on the PIK notes if this offering closes after June 15, 2014;

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• Certain former management members of WildHorse Resources will contribute to us their outstanding incentive units in WildHorse Resources, as well as the remaining 0.1% of the membership interests in WildHorse Resources, and we will issue          shares of our common stock and pay cash consideration of $         to such former management members of WildHorse Resources;

• We will enter into a registration rights agreement and a voting agreement with MRD Holdings and certain former management members of WildHorse Resources;

• We will enter into our new $2.0 billion revolving credit facility and will use approximately $         million in borrowings under that facility to repay all amounts outstanding under WildHorse Resources’ credit agreements, to pay the cash consideration payable to the former management members of WildHorse Resources and, if applicable, to reimburse MRD LLC for the June 15, 2014 interest payment made on the PIK notes;

• Our subsidiary MRD Operating LLC will enter into a merger agreement with MRD LLC pursuant to which (i) after the redemption of the PIK notes as described below, MRD LLC will merge into MRD Operating LLC, (ii) until the date of such merger, MRD LLC will perform under certain ancillary commercial contracts to which it is a party in support of its current operations for our benefit (such as office leases and drilling contracts), (iii) all amounts received under such contracts will be for our benefit and (iv) we will be responsible for all amounts owing under such contracts; and

• We will give notice of redemption to the holders of the PIK notes, which will specify a redemption date of 30 days after the closing of this offering, and we will use a portion of the net proceeds from this offering to redeem all outstanding PIK notes, including paying any applicable premium and accrued and unpaid interest, if any, to the date of redemption. Until the redemption date, or any earlier discharge date as noted below, of the PIK notes, we will use the amount to be paid to the holders of these notes to temporarily reduce amounts outstanding under our new revolving credit facility.

From the closing date of this offering until the date upon which the PIK notes are redeemed and the PIK notes indenture is terminated, MRD LLC will remain a subsidiary of MRD Holdings. During that time, MRD LLC will distribute to MRD Holdings:

• BlueStone, which sold substantially all of its assets in July 2013 for $117.9 million, MRD Royalty, which owns certain immaterial leasehold interests and overriding royalty interests in Texas and Montana, MRD Midstream, which owns an indirect interest in certain immaterial midstream assets in North Louisiana, and Classic Pipeline, which owns certain immaterial midstream assets in Texas;

• 5,360,912 subordinated units of MEMP representing an approximate 8.7% limited partner interest in MEMP; and

• The right to the $50 million of cash to be released from the debt service reserve account in connection with the redemption of the PIK notes (or, if the closing of this offering occurs after June 15, 2014 the right to the amount remaining in such account plus the cash received from us in reimbursement of the interest paid on June 15, 2014 in respect of the PIK notes).

The redemption date of the PIK notes will be approximately 30 days after the closing of this offering. We will have the option to pay the full redemption amount (including any applicable premium and accrued and unpaid interest to the redemption date) to the PIK notes trustee at any time before the redemption date. If we deposit that amount with the PIK notes trustee in advance of the redemption date together with irrevocable instructions to use such amount for the redemption on the redemption date, then our obligations under the PIK notes indenture will be discharged on the date of such deposit. We may choose to so deposit that amount with the PIK notes trustee in advance of the redemption date. After the PIK notes indenture is terminated or discharged, as the case may be, MRD LLC will merge into MRD Operating LLC. At that time, MRD LLC’s sole assets will be the commercial contracts noted above, which relate to the businesses owned by us.

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Please read “Use of Proceeds” and “Restructuring Transactions” for more information about the application of the net proceeds from this offering and the restructuring transactions. For more information regarding BlueStone, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—MRD Segment.” For more information about the services agreement with WildHorse Resources, see “Certain Relationships and Related Party Transactions—Services Agreement.”

The following diagram shows our ownership structure after giving effect to the restructuring transactions and this offering, assuming no exercise of the underwriters’ option to purchase additional shares from MRD Holdings and does not give effect to              shares of common stock reserved for future issuance under the Memorial Resource Development Corp. 2014 Long Term Incentive Plan (described in “Management—2014 Long Term Incentive Plan”). For information regarding our ownership structure before giving effect to the restructuring transactions and this offering, see the diagram on page 146 in “Restructuring Transactions.”

(1) If the underwriters exercise in full their option to purchase additional shares of common stock from MRD Holdings, the ownership interest of the public stockholders will increase to              shares of common stock, representing an aggregate     % ownership interest in us, and MRD Holdings will own              shares of common stock, representing an aggregate     % ownership interest in us.

(2) As of December 31, 2013.

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(3) “The Funds” refer collectively to Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., which collectively own all of the membership interests in MRD Holdings. Please read “Principal and Selling Stockholders” for information regarding beneficial ownership. The Funds collectively indirectly own 50% of the Partnership’s incentive distribution rights.

(4) Subsidiaries of MRD Holdings following the restructuring transactions will include BlueStone Natural Resources Holdings, LLC (“BlueStone”), MRD Royalty LLC (“MRD Royalty”), MRD Midstream LLC (“MRD Midstream”) and Classic Pipeline & Gathering, LLC (“Classic Pipeline”) . Also, please see the “Principal and Selling Stockholders” table on page 137 for the beneficial ownership of our shares by our executive officers and directors.

(5) Includes Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”), and Beta Operating Company, LLC (“Beta Operating”).

Corporate Information

Our principal executive offices are located at 1301 McKinney St., Suite 2100, Houston, Texas 77010, and our phone number is (713) 588-8300. Our website address is www.memorialrd.com. We expect to make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission, which we refer to as the SEC, available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies, we are not required to:

• provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002;

• provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations;

• comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the “PCAOB,” requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

• provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); or

• obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an “emerging growth company” upon the earliest of:

• the last day of the fiscal year in which we have $1.0 billion or more in annual revenues;

• the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);

• the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or

• the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.

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The Offering

Common stock offered by us              shares.

Common stock offered by MRD Holdings              shares (or              shares, if the underwriters exercise in full their option to purchase additional shares).

Common stock to be outstanding immediately after the offering              shares.

Option to purchase additional shares MRD Holdings has granted the underwriters a 30-day option to purchase up to an aggregate of              additional shares of our common stock held by MRD Holdings to cover over-allotments.

Common stock voting rights Each share of our common stock will entitle its holder to one vote.

Use of proceeds We intend to use the estimated net proceeds of approximately $         million from this offering, based upon the assumed initial public offering price of $         per share (the midpoint of the price range set forth on the cover of this prospectus), after deducting underwriting discounts and commissions and fees and expenses associated with this offering and the restructuring transactions, to redeem the PIK notes in their entirety and to pay any applicable premium in connection with such redemption and accrued and unpaid interest, if any, to the date of redemption (which we expect will be 30 days after the closing of this offering); together with borrowings of approximately $         million under our new revolving credit facility, to make a cash payment to certain former management members of WildHorse Resources in connection with their contribution to us of their membership interests and incentive units in WildHorse Resources; to repay borrowings outstanding under WildHorse Resources’ credit agreements; if the closing of this offering occurs after June 15, 2014, to reimburse MRD LLC for interest paid on the PIK notes; and for general corporate purposes. Until the redemption date or any earlier discharge date of the PIK notes, we will use the amount to be paid to the holders of those notes to temporarily reduce amounts outstanding under our new revolving credit facility. See “Use of Proceeds.”

We will not receive any of the proceeds from the sale of shares of our common stock by MRD Holdings, including pursuant to any exercise by the underwriters of their option to purchase additional shares of our common stock. MRD Holdings is deemed under federal securities laws to be an underwriter with respect to the common stock it may sell in connection with this offering.

Dividend policy We currently intend to retain all future earnings, if any, for use in the operation of our business and to fund future growth. The decision whether to pay dividends in the future will be made by our board of directors (our “Board”) in light of conditions then existing, including

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factors such as our financial condition, earnings, available cash, business opportunities, legal requirements, restrictions in our debt agreements and other contracts and other factors our Board deems relevant. See “Dividend Policy.”

Directed Share Program The underwriters have reserved for sale at the initial public offering price up to         % of the common stock being offered by this prospectus for sale to our employees, executive officers and directors who have expressed an interest in purchasing common stock in the offering. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Please read “Underwriting” beginning on page 158.

Risk factors You should carefully read and consider the information set forth under “Risk Factors” beginning on page 24 of this prospectus and all other information set forth in this prospectus before deciding to invest in our common stock.

Listing and trading symbol We have applied to list our common stock on the NASDAQ Global Market (“NASDAQ”) under the trading symbol “MRD.”

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Summary Historical Consolidated and Combined Pro Forma Financial Data

MRD LLC and its consolidated subsidiaries, our accounting predecessor, controls MEMP through its ownership of MEMP GP, the general partner of MEMP. Because MRD LLC controls MEMP through its ownership of the general partner, MRD LLC is required to consolidate MEMP for accounting and financial reporting purposes even though MRD LLC owns a minority of its partner interests and MRD LLC and MEMP have independent capital structures. MRD LLC receives cash distributions from MEMP as a result of its partner interests and incentive distribution rights in MEMP, when declared and paid by MEMP. In connection with the closing of this offering, MRD LLC will contribute substantially all of its existing assets to us in exchange for shares of our common stock. Through our ownership of MEMP GP, we will continue to control MEMP and therefore will continue to consolidate the results of MEMP into our consolidated financial statements in future periods.

Our predecessor has two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties:

• MRD—reflects all of MRD LLC’s consolidating subsidiaries except for MEMP and its subsidiaries.

• MEMP—reflects the consolidated and combined operations of MEMP and its subsidiaries.

We will continue to have two reportable segments following the completion of this offering. For more information regarding reportable business segments, please see the predecessor’s audited historical financial statements and related notes.

The following tables include the summary historical financial data of our predecessor, as well as the MRD Segment as of and for the periods indicated. The summary historical financial data of our predecessor as of and for the years ended December 31, 2013 and 2012 were derived from the audited historical financial statements of our predecessor included elsewhere in this prospectus. The summary historical financial data of the MRD Segment as of and for the years ended December 31, 2013 and 2012 were derived from certain financial information used in the preparation of our predecessor’s audited financial statements.

The summary unaudited pro forma data as of and for the year ended December 31, 2013 has been prepared to give pro forma effect to: (i) the exclusion of both BlueStone and Classic Pipeline, the MEMP subordinated units and the debt service reserve account associated with the PIK notes, which are not being conveyed to us in connection with this offering, as well as our payment of (or reimbursement for) the June 15, 2014 interest payment on the PIK notes, (ii) the offering of our shares of common stock contemplated hereby and the use of the net proceeds therefrom as described in “Use of Proceeds,” (iii) incremental federal income tax expense, and (iv) the restructuring transactions.

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We derived the data in the following tables from, and the following tables should be read together with and is qualified in its entirety by reference to, our predecessor’s historical financial statements and our pro forma financial statements and the accompanying notes included elsewhere in this prospectus. You should also read “Restructuring Transactions,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our pro forma and historical consolidated financial statements, all included elsewhere in this prospectus. Among other things, those historical consolidated and combined financial statements and pro forma financial statements include more detailed information regarding the basis of presentation for the following data.

	MRD LLC (Predecessor)						Memorial Resource Development Corp. Pro Forma
	Year Ended December 31,						Year Ended December 31,
	2013			2012			2013
							(unaudited)
	(in thousands)
Statement of Operations Data:
Revenues:
Oil and natural gas sales	$	571,948		$	393,631		$	553,800
Other revenues		3,075			3,237			2,268
Total revenues		575,023			396,868			556,068
Costs and expenses:
Lease operating		113,640			103,754			111,988
Pipeline operating		1,835			2,114			1,835
Exploration		2,356			9,800			2,356
Production and ad valorem taxes		27,146			23,624			26,269
Depreciation, depletion and amortization		184,717			138,672			174,198
Impairment of proved oil and gas properties		6,600			28,871			4,201
General and administrative		125,358			69,187			101,098
Accretion of asset retirement obligations		5,581			5,009			5,523
(Gain) loss on commodity derivatives		(29,294	)		(34,905	)		(29,311	)
(Gain) loss on sale of property		(85,621	)		(9,761	)		3,927
Other, net		649			502			649
Total costs and expenses		352,967			336,867			402,733
Operating income		222,056			60,001			153,335
Other income (expense)
Interest expense, net		(69,250	)		(33,238	)
Amortization of investment premium		—			(194	)		—
Other, net		145			535			143
Total other income (expense)		(69,105	)		(32,897	)
Income tax expense		(1,619	)		(107	)
Net income (loss)	$	151,332		$	26,997
Cash Flow Data:
Net cash provided by operating activities	$	277,823		$	240,404
Net cash used in investing activities		367,443			606,738
Net cash provided by financing activities		117,950			361,761
Balance Sheet Data (at period end):
Working capital	$	48,256		$	63,054
Total assets		2,829,161			2,459,304
Total debt		1,663,217			939,382
Total equity (including noncontrolling interests)		858,132			1,276,709

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	MRD Segment						MRD Segment Pro Forma
	Year Ended December 31,						Year Ended December 31,
	2013			2012			2013
							(unaudited)
	(in thousands)
Statement of Operations Data:
Revenues:
Oil and natural gas sales		$230,751			$138,032		$	212,603
Other revenues		807			782			—
Total revenues		231,558			138,814			212,603
Costs and expenses:
Lease operating		25,006			24,438			23,354
Exploration		1,226			7,337			1,226
Production and ad valorem taxes		9,362			7,576			8,485
Depreciation, depletion and amortization		87,043			62,636			76,524
Impairment of proved oil and gas properties		2,527			18,339			128
General and administrative		81,758			38,414			57,498
Accretion of asset retirement obligations		728			632			670
(Gain) loss on commodity derivatives		(3,013)			(13,488	)		(3,030	)
(Gain) loss on sale of property		(82,773)			(2	)		6,775
Other, net		2			364			2
Total costs and expenses		121,866			146,246			171,632
Operating income		109,692			(7,432	)		40,971
Other income (expense)
Interest expense, net		(27,349)			(12,802	)
Earnings from equity investments		1,066			4,880			269
Other, net		145			535			143
Total other income (expense)		(26,138	)		(7,387	)
Income tax (expense) benefit		(1,311	)		178
Net income (loss)	$	82,243		$	(14,641	)
Cash Flow Data (Unaudited):
Net cash provided by operating activities	$	83,910		$	84,172
Net cash used in investing activities		5,533			230,471
Net cash provided by (used in) financing activities		(38,963	)		133,271
Other Financial Data:
Adjusted EBITDA (unaudited)	$	197,903		$	132,105		$	159,239
Balance Sheet Data (at period end):
Working capital (unaudited)	$	51,214		$	2,424
Total assets		1,281,134			1,102,406
Total debt		871,150			309,200
Total equity (unaudited)		279,412			682,644

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Adjusted EBITDA

Our reportable business segments are organized in a manner that reflects how management manages those business activities.

We evaluate segment performance based on Adjusted EBITDA. The definition and calculation of Adjusted EBITDA and the reconciliation of total reportable segments’ Adjusted EBITDA to net income (loss) is included in the notes to our predecessor’s consolidated and combined financial statements found elsewhere in this prospectus.

Adjusted EBITDA (either in total or by individual segment) is an important performance measure of the core profitability of our operations. This measure forms the basis of our internal financial reporting and is used by our management in evaluating segment performance. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results.

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss). Our computation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. We believe that Adjusted EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements.

Summary Reserve, Production and Operating Data for the MRD Segment

The following tables present summary data with respect to the estimated historical net proved oil and natural gas reserves and production and operating data for the MRD Segment as of the dates presented.

The proved reserve estimates presented in the table below were prepared by NSAI, and the probable and possible reserve estimates were prepared by our management and audited by NSAI. Regarding our properties, estimates comprising 100% of the total proved reserves in the reserve report were prepared by NSAI. These reserve estimates were prepared in accordance with current SEC rules regarding oil and natural gas reserve reporting. The following tables also contain certain summary information regarding production and sales of oil and natural gas with respect to such properties.

Please read “Business—Our Operations” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the summaries of our reserve report included herein as Appendix B-1 and Appendix B-2 in evaluating the material presented below.

Reserve Data

Estimated Proved Reserves	As of December 31, 2013
Natural gas (MMcf)		802,254
Oil/Condensate (MBbls)		11,311
NGLs (MBbls)		42,577
Total estimated net proved reserves (MMcfe)		1,125,577
Proved developed producing (MMcfe)		323,351
Proved developed non-producing (MMcfe)		44,290
Proved undeveloped (MMcfe)		757,936
Proved developed reserves as a percentage of total proved reserves		33	%
PV-10 of proved reserves (in millions)(1)	$	1,469

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Estimated Probable Reserves(2)
Natural Gas (MMcf)		535,185
Oil/Condensate (MBbls)		10,480
NGLs (MBbls)		33,709
Total estimated net probable reserves (MMcfe)		800,317
PV-10 of probable reserves (in millions)(1)	$	1,052
Estimated Possible Reserves(2)
Natural Gas (MMcf)		1,080,539
Oil/Condensate (MBbls)		36,376
NGLs (MBbls)		68,686
Total estimated net possible reserves (MMcfe)		1,710,913
PV-10 of possible reserves (in millions)(1)	$	2,386

(1) PV-10 is a non-GAAP financial measure and differs from standardized measure, the most directly comparable GAAP financial measure. Please see “—Reserves.”

(2) Substantially all of our estimated probable and possible reserves are classified as undeveloped.

Production and Operating Data

	Historical MRD Segment(1)				MRD Segment Pro Forma
	Year Ended December 31,				Year Ended December 31,
	2013		2012		2013
Production and operating data:
Oil (MBbls)		665		369		523
NGLs (MBbls)		1,457		898		1,454
Natural gas (MMcf)		34,092		24,130		33,205
Total (MMcfe)		46,819		31,731		45,066
Average net production (MMcfe/d)		128.3		86.7		123.5
Average sales price:
Oil (per Bbl)	$	100.76	$	95.56	$	100.15
NGLs (per Bbl)		36.99		40.78		36.93
Natural gas (per Mcf)		3.22		2.74		3.21
Average price per Mcfe	$	4.93	$	4.35	$	4.73
Average unit costs per Mcfe:
Lease operating expenses	$	0.53	$	0.77	$	0.52
Production and ad valorem taxes	$	0.20	$	0.24	$	0.19
General and administrative(2)	$	1.75	$	1.21	$	1.27
Depletion, depreciation and amortization	$	1.86	$	1.97	$	1.69

(1) Includes production and operating data for BlueStone, which will not be contributed to us in connection with the closing of this offering. The MRD Segment Pro Forma production and operating data has been adjusted to exclude the production and operating data for BlueStone.

(2) Includes $0.92 and $0.30 per Mcfe of incentive unit compensation expense for the historical MRD Segment for the years ended December 31, 2013 and 2012. The pro forma general and administrative expense for the year ended December 31, 2013 includes $0.50 per Mcfe of incentive unit compensation expense.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as other information contained in this prospectus, before investing in our common stock. If any of the following risks actually occur, our business, financial condition, operating results or cash flow could be materially and adversely affected.

Risks Related to Our Business

Oil, natural gas and NGL prices are volatile, due to factors beyond our control, and will greatly affect our business, results of operations, liquidity and financial condition.

Our revenues, operating results, profitability, liquidity, future growth and the value of our properties depend primarily on prevailing commodity prices. Historically, oil and natural gas prices have been volatile and fluctuate in response to changes in supply and demand, market uncertainty, and other factors that are beyond our control, including:

• the regional, domestic and foreign supply of oil, natural gas and NGLs;

• the level of commodity prices and expectations about future commodity prices;

• the level of global oil and natural gas exploration and production;

• localized supply and demand fundamentals, including the proximity and capacity of pipelines and other transportation facilities, and other factors that result in differentials to benchmark prices from time to time;

• the cost of exploring for, developing, producing and transporting reserves;

• the price and quantity of foreign imports;

• political and economic conditions in oil producing countries;

• the ability of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;

• speculative trading in crude oil and natural gas derivative contracts;

• the level of consumer product demand;

• weather conditions and other natural disasters;

• risks associated with operating drilling rigs;

• technological advances affecting exploration and production operations and overall energy consumption;

• domestic and foreign governmental regulations and taxes;

• the continued threat of terrorism and the impact of military and other action;

• the price and availability of competitors’ supplies of oil and natural gas and alternative fuels; and

• overall domestic and global economic conditions.

These factors and the volatility of the energy markets make it extremely difficult to predict future oil, natural gas and NGL price movements with any certainty. For example, for the five years ended December 31, 2013, the NYMEX-WTI oil future price ranged from a high of $113.93 per Bbl to a low of $33.98 per Bbl, while the NYMEX-Henry Hub natural gas future price ranged from a high of $7.50 per MMBtu to a low of $1.82 per MMBtu. Any substantial decline in commodity prices will likely have a material adverse effect on our operations and financial condition, as well as on our level of expenditures for the development of our reserves.

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NGLs comprised 23% of our estimated proved reserves at December 31, 2013 and accounted for 22% of our production on a volume equivalent basis for the three months ended December 31, 2013. Realized NGL prices have decreased recently principally due to significant supply. NGLs are made up of ethane, propane, isobutane, normal butane and natural gasoline, all of which have different uses and different pricing characteristics. A further or extended decline in NGL prices could materially and adversely affect our future business, financial condition and results of operations.

The prices that we receive for our oil and natural gas production often reflect a regional discount, based on the location of production, to the relevant benchmark prices, such as NYMEX or ICE, that are used for calculating hedge positions. The prices we receive for our production are also affected by the specific characteristics of the production relative to production sold at benchmark prices. These discounts, if significant, could adversely affect our results of operations and financial condition.

We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.

As a recently formed company, growth in accordance with our business plan, if achieved, could place a significant strain on our financial, technical, operational and management resources. As we expand our activities and increase the number of projects we are evaluating or in which we participate, there will be additional demands on our financial, technical, operational and management resources. We depend on the services of certain former management members of WildHorse Resources for supervising and managing our drilling operations in the Terryville Complex, and in connection with the closing of the offering, we will enter into a services agreement with an entity managed by them for these same services. See “Certain Relationships and Related Party Transactions—Services Agreement.” Under certain circumstances, this agreement may be terminated by the parties thereto and we may be unable to find replacement services, which could materially and adversely affect our ability to execute our plans for the development of the Terryville Complex. In addition, the failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced managers, geologists, engineers and other professionals in the oil and natural gas industry, could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.

Unless we replace the oil and natural gas reserves we produce, our revenues and production will decline, which would adversely affect our business, results of operations, liquidity and financial condition.

Producing oil and natural gas reservoirs are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future oil and natural gas reserves and production and therefore our cash flow and financial condition are highly dependent on our success in efficiently developing and exploiting our current reserves. Our production decline rates may be significantly higher than currently estimated if our wells do not produce as expected. Further, our decline rate may change when we drill additional wells or make acquisitions. We may not be able to develop, find or acquire additional reserves to replace our current and future production on economically acceptable terms, which would adversely affect our business, financial condition and results of operations.

If commodity prices decline, a significant portion of our development projects may become uneconomic and cause write downs of the value of our oil and natural gas properties, which may adversely affect our financial condition and liquidity.

Significantly lower oil prices, or sustained lower natural gas prices, would render many of our development and production projects uneconomic and result in a reduction of our estimated reserves, which would reduce the borrowing base under our new revolving credit facility and our ability to finance planned or desired capital expenditures or acquisitions.

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Deteriorating commodity prices may cause us to recognize impairments in the value of our properties. In addition, if our estimates of development costs increase, production data factors change or drilling results deteriorate, accounting rules may require us to write down, as a non-cash charge to earnings, the carrying value of our properties for impairments. We may incur impairment charges in the future, which could have a material adverse effect on our results of operations in the period taken.

Drilling for and producing oil and natural gas are high-risk activities with many uncertainties that may result in a total loss of investment or otherwise adversely affect our business, financial condition or results of operations.

Our drilling activities are subject to many risks. For example, we cannot assure you that wells drilled by us will be productive or that we will recover all or any portion of our investment in such wells. Drilling for oil and natural gas often involves unprofitable efforts, not only from dry holes but also from wells that are productive but do not produce sufficient oil or natural gas to return a profit at then-realized prices after deducting drilling, operating and other costs. The seismic data and other technologies we use do not allow us to know conclusively prior to drilling a well that oil or natural gas is present or that it can be produced economically. The costs of exploration, exploitation and development activities are subject to numerous uncertainties beyond our control, and increases in those costs can adversely affect the economics of a project. Further, our drilling and producing operations may be curtailed, delayed, canceled or otherwise negatively impacted as a result of other factors, including:

• unusual or unexpected geological formations;

• loss of drilling fluid circulation;

• loss of well control;

• title problems;

• facility or equipment malfunctions;

• unexpected operational events;

• shortages or delivery delays or increases in the cost of equipment and services;

• reductions in oil, natural gas and NGL prices;

• lack of proximity to and shortage of capacity of transportation facilities;

• the limited availability of financing at acceptable rates;

• delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements, which may include limitations on hydraulic fracturing or the discharge of greenhouse gases; and

• adverse weather conditions.

Any of these risks can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination or loss of wells and other regulatory penalties.

Part of our strategy involves using horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

Our operations involve utilizing some of the latest drilling and completion techniques as developed by us and our service providers. Risks that we face while drilling horizontal wells include, but are not limited to, the following:

• landing our wellbore in the desired drilling zone;

• staying in the desired drilling zone while drilling horizontally through the formation;

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• running our casing the entire length of the wellbore;

• being able to run tools and other equipment consistently through the horizontal wellbore.

Risks that we face while completing our wells include, but are not limited to, the following:

• the ability to fracture stimulate the planned number of stages;

• the ability to run tools the entire length of the wellbore during completion operations; and

• the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

If our drilling results are less than anticipated, the return on our investment for a particular project may not be as attractive as we anticipated and we could incur material write-downs of unevaluated properties and the value of our undeveloped acreage could decline in the future.

Our development and exploratory drilling efforts and our well operations may not be profitable or achieve our targeted returns.

We own a significant amount of unproved property, which we expect to further our development efforts. We intend to continue to undertake acquisitions of unproved properties in the future. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We acquire unproved properties and lease undeveloped acreage that we believe will enhance our growth potential and increase our results of operations over time. However, we cannot assure you that all prospects will be economically viable or that we will not abandon our investments. Additionally, we cannot assure you that unproved property acquired by us or undeveloped acreage leased by us will be profitably developed, that wells drilled by us in prospects that we pursue will be productive or that we will recover all or any portion of our investment in such unproved property or wells.

Our acreage must be drilled before lease expiration, generally within three to five years, in order to hold the acreage by production. In a highly competitive market for acreage, failure to drill sufficient wells to hold acreage may result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities.

Leases on oil and natural gas properties typically have a term of three to five years, after which they expire unless, prior to expiration, production is established within the spacing units covering the undeveloped acres. As of December 31, 2013, we had 10,825 gross (6,985 net) acres scheduled to expire in 2014, 20,078 gross (12,015 net) acres scheduled to expire in 2015, 31,215 gross (20,875 net) acres scheduled to expire in 2016 and 28,228 gross (19,649 net) acres scheduled to expire in 2017. The cost to renew such leases may increase significantly, and we may not be able to renew such leases on commercially reasonable terms or at all. Moreover, many of our leases require lessor consent to pool, which may make it more difficult to hold our leases by production. Any reduction in our current drilling program, either through a reduction in capital expenditures or the unavailability of drilling rigs, could result in the loss of acreage through lease expirations. In addition, in order to hold our current leases scheduled to expire in 2014 and 2015, we will need to operate at least a one-rig program. We cannot assure you that we will have the liquidity to deploy these rigs when needed, or that commodity prices will warrant operating such a drilling program. Any such losses of leases could materially and adversely affect the growth of our asset base, cash flows and results of operations.

We may incur losses as a result of title defects in the properties in which we invest.

The existence of a material title deficiency can render a lease worthless and can adversely affect our results of operations and financial condition. While we typically obtain title opinions prior to commencing drilling operations on a lease or in a unit, the failure of title may not be discovered until after a well is drilled, in which case we may lose the lease and the right to produce all or a portion of the minerals under the property.

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Our project areas, which are in various stages of development, may not yield oil or natural gas in commercially viable quantities.

Our project areas are in various stages of development, ranging from project areas with current drilling or production activity to project areas that consist of recently acquired leasehold acreage or that have limited drilling or production history. At December 31, 2013, 10 gross (9.4 net) wells were in various stages of completion. If the wells in the process of being completed do not produce sufficient revenues to return a profit or if we drill dry holes in the future, our business may be materially affected. From January 2011 through December 31, 2013, we have drilled 83 gross (51.9 net) wells and, out of these wells, 3 gross (1.5 net) wells were dry holes.

Our identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

As of December 31, 2013, we had identified 1,582 gross (1,091 net) horizontal drilling locations on our existing acreage. Only 145 of these gross identified drilling locations had proved undeveloped reserves attributed to them in our reserve report. These drilling locations, including those with attributed proved undeveloped reserves, represent a significant part of our growth strategy. Our ability to drill and develop these locations depends on a number of factors, including the availability of capital, seasonal conditions, regulatory changes and approvals, negotiation of agreements with third parties, commodity prices, costs, the generation of additional seismic or geological information, the availability of drilling rigs, drilling results, construction of infrastructure, inclement weather, and lease expirations.

Further, our identified potential drilling locations are in various stages of evaluation, ranging from locations that are ready to drill to locations that will require substantial additional analysis of data. We cannot predict in advance of drilling and testing whether any particular drilling location will yield production in sufficient quantities to recover drilling or completion costs or to be economically viable. Even if sufficient amounts of oil or natural gas reserves exist, we may damage the potentially productive hydrocarbon bearing formation or experience mechanical difficulties while drilling or completing the well, possibly resulting in a reduction in production from the well or abandonment of the well. If we drill dry holes in our current and future drilling locations, our drilling success rate may decline and materially harm our business. We cannot assure you that the analogies we draw from available data from other wells, more fully explored locations or producing fields will be applicable to our drilling locations. Further, initial production rates reported by us or other operators in our areas of operations may not be indicative of future or long-term production rates.

A majority of our 1,431 gross horizontal drilling locations within the Terryville Complex are identified within four distinct zones, with such gross horizontal drilling locations being roughly evenly distributed amongst such four zones. To date, we have drilled 27 horizontal wells within the key formations in Terryville Complex. Accordingly, we have limited experience in drilling horizontal wells in the zones of the Terryville Complex to which we have ascribed a substantial majority of our gross identified drilling locations. Please see “Business—Our Operations—Drilling Locations” for more information on our gross identified drilling locations.

Because of these uncertainties, we do not know if the potential drilling locations we have identified will ever be drilled or if we will be able to produce oil or natural gas reserves from these or any other potential drilling locations. As such, our actual drilling activities may materially differ from those presently identified, which could adversely affect our business, financial condition and results of operations.

We have identified drilling, recompletion and development locations and prospects for future drilling, recompletion and development. These drilling, recompletion and development locations represent a significant part of our future drilling and enhanced recovery opportunity plans. Our ability to drill, recomplete and develop these locations depends on a number of factors, including the availability of capital, seasonal conditions, regulatory approvals, negotiation of agreements with third parties, commodity prices, costs, the generation of additional seismic or geological information, the availability of drilling rigs, and drilling results. Because of these

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uncertainties, we cannot be certain of the timing of these activities or that they will ultimately result in the realization of estimated proved reserves or meet our expectations for success. As such, our actual drilling and enhanced recovery activities may materially differ from our current expectations, which could have a significant adverse effect on our estimated reserves, financial condition and results of operations.

The development of our proved undeveloped and unproved reserves may take longer and may require higher levels of capital expenditures than we anticipate and may not be economically viable.

Approximately 67% of our total proved reserves at December 31, 2013 were proved undeveloped reserves; those reserves may not be ultimately developed or produced. Recovery of proved undeveloped reserves requires significant capital expenditures and successful drilling operations. Moreover, the development of probable and possible reserves will require additional capital expenditures and such reserves are less certain to be recovered than proved reserves. The reserve data included in our reserve report assumes that substantial capital expenditures are required to develop such undeveloped reserves. We cannot be certain that the estimated costs of the development of these reserves are accurate, that development will occur as scheduled or that the results of such development will be as estimated. Delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce future net revenues of our estimated proved undeveloped reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause us to have to reclassify our proved reserves as proved undeveloped reserves.

Our acquisition and development operations require substantial capital expenditures.

The development and production of our oil and natural gas reserves requires substantial capital expenditures. If our revenues decrease, as a result of lower oil or natural gas prices or for any other reason, we may not be able to obtain the capital necessary to sustain our operations at our current level. In addition, our ability to acquire additional properties will be adversely affected if we are unable to fund such acquisitions from cash flow from operations or other sources.

Shortages of rigs, equipment and crews could delay our operations, increase our costs and delay forecasted revenue.

Higher oil and natural gas prices generally increase the demand for rigs, equipment and crews and can lead to shortages of, and increasing costs for, development equipment, services and personnel. Shortages of, or increasing costs for, experienced development crews and oil field equipment and services could restrict our ability to drill the wells and conduct the operations that we currently have planned. Any delay in the development of new wells or a significant increase in development costs could reduce our revenues and thus the results of our operations.

Our hedging strategy may not effectively mitigate the impact of commodity price volatility from our cash flows, and our hedging activities could result in cash losses and may limit potential gains.

We intend to maintain a portfolio of commodity derivative contracts. These commodity derivative contracts include natural gas, oil and NGL financial swaps and collar contracts and natural gas basis financial swaps. The prices and quantities at which we enter into commodity derivative contracts covering our production in the future will be dependent upon oil and natural gas prices and price expectations at the time we enter into these transactions, which may be substantially higher or lower than current or future oil and natural gas prices. Accordingly, our price hedging strategy may not protect us from significant declines in oil and natural gas prices received for our future production. In addition, we expect that our new revolving credit facility will limit our ability to enter into commodity hedges covering greater than 85% of our reasonably anticipated projected production. Many of the derivative contracts to which we will be a party will require us to make cash payments to the extent the applicable index exceeds a predetermined price, thereby limiting our ability to realize the benefit of increases in oil and natural gas prices. If our actual production and sales for any period are less than our hedged production and sales for that period (including reductions in production due to operational delays) or if

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we are unable to perform our drilling activities as planned, we might be forced to satisfy all or a portion of our hedging obligations without the benefit of the cash flow from our sale of the underlying physical commodity, which may materially impact our liquidity.

Our hedging transactions expose us to counterparty credit risk.

Our hedging transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial markets or other unforeseen events could lead to sudden changes in a counterparty’s liquidity, which could impair its ability to perform under the terms of the derivative contract and, accordingly, prevent us from realizing the benefit of the derivative contract.

Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in our reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

The process of estimating natural gas and oil reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect our estimated quantities and present value of our reserves.

In order to prepare our estimates, we must project production rates and timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary.

The process also requires economic assumptions about matters such as natural gas prices, oil prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.

Actual future production, oil prices, natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable reserves will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of our reserves. In addition, we may adjust our reserve estimates to reflect production history, results of exploration and development, existing commodity prices and other factors, many of which are beyond our control.

You should not assume that the present value of future net revenues from our reserves is the current market value of our estimated reserves. We generally base the estimated discounted future net cash flows from our reserves on prices and costs on the date of the estimate. Actual future prices and costs may differ materially from those used in the present value estimate.

Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.

SEC rules could limit our ability to book additional PUDs in the future.

SEC rules require that, subject to limited exceptions, PUDs may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement has limited and may continue to limit our ability to book additional PUDs as we pursue our drilling program. Moreover, we may be required to write down our PUDs if we do not drill those wells within the required five-year timeframe.

The PV-10 of our estimated proved, probable and possible reserves is not necessarily the same as the current market value of our estimated proved oil and natural gas reserves.

The present value of future net cash flows from our proved, probable and possible reserves shown in this report, or PV-10, may not be the current market value of our estimated natural gas and oil reserves. In accordance

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with rules established by the SEC and the Financial Accounting Standards Board (“FASB”), we base the estimated discounted future net cash flows from our proved reserves on the 12-month average oil and gas index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the net present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the natural gas and oil industry in general.

Our producing properties are concentrated in North Louisiana and East Texas, making us vulnerable to risks associated with operating in one major geographic area.

Our producing properties are geographically concentrated in North Louisiana and East Texas. At December 31, 2013, 99% of our total estimated proved reserves and for the three months ended December 31, 2013, 99% of our net average daily production were attributable to properties located in this area. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, availability of equipment and personnel, water shortages or other drought related conditions or interruption of the processing or transportation of oil, natural gas or NGLs.

Expenses not covered by our insurance could have a material adverse effect on our financial position, results of operations and cash flows.

Our operations are subject to all of the hazards and operating risks associated with drilling for and production of oil and natural gas, including natural disasters, the risk of fire, explosions, blowouts, surface cratering, uncontrollable flows of natural gas, oil and formation water, pipe or pipeline failures, abnormally pressured formations, casing collapses and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases. In addition, our operations are subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. The location of any properties and other assets near populated areas, including residential areas, commercial business centers and industrial sites, could significantly increase the level of damages resulting from these risks. The occurrence of any of these events could result in substantial losses to us due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, suspension of operations, substantial revenue losses and repairs to resume operations.

We maintain insurance coverage against potential losses that we believe is customary in the industry. However, these policies may not cover all liabilities, claims, fines, penalties or costs and expenses that we may incur in connection with our business and operations, including those related to environmental claims. Pollution and environmental risks generally are not fully insurable. In addition, we cannot assure you that we will be able to maintain adequate insurance at rates we consider reasonable. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the perceived risks presented. A loss not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.

We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt our business and hinder our ability to grow.

In the future we may make acquisitions of businesses that complement or expand our current business. We may not be able to identify attractive acquisition opportunities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms.

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Any acquisition involves potential risks, including, among other things:

• the validity of our assumptions about estimated proved reserves, future production, revenues, capital expenditures, operating expenses and costs;

• the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity we receive is inadequate;

• an inability to obtain satisfactory title to the assets we acquire; and

• potential lack of operating experience in the geographic market where the acquired assets or business are located.

The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations.

NGP, the Funds and their affiliates are not limited in their ability to compete with us, which could cause conflicts of interest and limit our ability to acquire additional assets or businesses.

Our governing documents provide that NGP and the Funds and their respective affiliates (including NGP and its affiliates’ portfolio investments) are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, NGP and the Funds and their respective affiliates may acquire, develop or dispose of additional oil and natural gas properties or other assets in the future, without any obligation to offer us the opportunity to purchase or develop any of those assets.

NGP and the Funds are established participants in the oil and natural gas industry, and have resources greater than ours, which factors may make it more difficult for us to compete with them with respect to commercial activities as well as for potential acquisitions. As a result, competition from these affiliates could adversely impact our results of operations.

We may be unable to compete effectively with larger companies.

The oil and natural gas industry is intensely competitive with respect to acquiring prospects and productive properties, marketing oil and natural gas, and securing equipment and trained personnel. Our ability to acquire additional properties and to discover reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Many of our larger competitors not only drill for and produce oil and natural gas but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis, and many of our competitors have access to capital at a lower cost than that available to us. These companies may be able to pay more for oil and natural gas properties and evaluate, bid for and purchase a greater number of properties than our financial, technical or personnel resources permit. In addition, there is substantial competition for investment capital in the oil and natural gas industry. These larger companies may have a greater ability to continue development activities during periods of low oil and natural gas prices and to absorb the burden of present and future federal, state, local and other laws and regulations. Furthermore, we may not be able to aggregate sufficient quantities of production to compete with larger companies that are able to sell greater volumes of production to intermediaries, thereby reducing the realized prices attributable to our production. Any inability to compete effectively with larger companies could have a material adverse impact on our business activities, financial condition and results of operations.

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We require substantial capital expenditures to conduct our operations, engage in acquisition activities and replace our production, and we may be unable to obtain needed financing on satisfactory terms necessary to execute our operating strategy.

We require substantial capital expenditures to conduct our exploration, development and production operations, engage in acquisition activities and replace our production. We have established a capital budget for 2014 of approximately $316 million and we intend to rely on cash flow from operating activities as our primary sources of liquidity. We also may engage in asset and equity sale transactions to, among other things, fund capital expenditures when market conditions permit us to complete transactions on terms we find acceptable. There can be no assurance that such sources will be sufficient to fund our exploration, development and acquisition activities. If our revenues and cash flows decrease in the future as a result of a decline in commodity prices or a reduction in production levels, however, and we are unable to obtain additional equity or debt financing in the capital markets or access alternative sources of funds, we may be required to reduce the level of our capital expenditures and may lack the capital necessary to replace our reserves or maintain our production levels.

Our business depends in part on pipelines, gathering systems and processing facilities owned by us or others. Any limitation in the availability of those facilities could interfere with our ability to market our oil and natural gas production.

The marketability of our oil and natural gas production depends in part on the availability, proximity and capacity of pipelines and other transportation methods, gathering systems and processing facilities owned by third parties. The amount of oil and natural gas that can be produced and sold is subject to curtailment in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage or lack of contracted capacity on such systems. Our access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand. The curtailments arising from these and similar circumstances may last from a few days to several months. In many cases, we are provided with only limited, if any, notice as to when these circumstances will arise and their duration. Any significant curtailment in gathering system or transportation or processing facility capacity could reduce our ability to market our oil and natural gas production and harm our business.

Our use of 2-D and 3-D seismic data is subject to interpretation and may not accurately identify the presence of oil and natural gas, which could adversely affect the results of our drilling operations.

Even when properly used and interpreted, 2-D and 3-D seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. In addition, the use of 3-D seismic and other advanced technologies requires greater predrilling expenditures than traditional drilling strategies, and we could incur losses as a result of such expenditures. As a result, our drilling activities may not be successful or economical.

Conservation measures and technological advances could reduce demand for oil and natural gas.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas services and products may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to complex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations.

Our natural gas and oil exploration, production, and transportation operations are subject to complex and stringent laws and regulations. To conduct our operations in compliance with these laws and regulations, we

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must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities. We may incur substantial costs in order to maintain compliance with these existing laws and regulations. In addition, the trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment and thus, our costs of compliance may increase if existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to our operations. Failure to comply with laws and regulations applicable to our operations, including any evolving interpretation and enforcement by governmental authorities, could have a material adverse effect on our business, financial condition, and results of operations.

Our oil and natural gas development and production operations are also subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment, health and safety aspects of our operations, or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations applicable to our operations including the acquisition of a permit before conducting regulated drilling activities; the restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from our operations. Numerous governmental authorities, such as the U.S. Environmental Protection Agency, or the EPA, and analogous state agencies have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve taking difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining or be unable to obtain required permits, which may delay or interrupt our operations and limit our growth and revenue.

Certain environmental laws impose strict as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons, or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly operated by us or facilities of third parties that received waste generated by our operations regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, our business, prospects, financial condition or results of operations could be materially adversely affected.

Please read “Business—Regulation of Environmental and Occupational Health and Safety Matters” for a further description of the laws and regulations that affect us.

Climate change legislation or regulations restricting emissions of “greenhouse gases,” or GHGs could result in increased operating costs and reduced demand for the oil and natural gas that we produce.

Recent scientific studies have suggested that emissions of certain gases, commonly referred to as GHGs, including carbon dioxide and methane, may be contributing to warming of the earth’s atmosphere and other climatic changes. In December 2009, the EPA published its findings that emissions of GHGs present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA adopted regulations under existing provisions of the federal Clean Air Act that establish Prevention of

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Significant Deterioration, or PSD, and Title V permit reviews for GHG emissions from certain large stationary sources. Facilities required to obtain PSD permits for their GHG emissions also will be required to meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA on a case-by-case basis. The EPA has also adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the United States, including, among others, certain oil and natural gas production facilities on an annual basis, which includes certain of our operations. In addition, in August 2012, the EPA established new source performance standards for volatile organic compounds and sulfur dioxide and an air toxic standard for oil and natural gas production, transmission, and storage. The rules include the first federal air standards for natural gas wells that are hydraulically fractured, or refractured, as well as requirements for several other sources, such as storage tanks and other equipment, and limits methane emissions from these sources in an effort to reduce GHG emissions.

While Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of adopted legislation to reduce GHG emissions at the federal level in recent years. In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs. If Congress undertakes comprehensive tax reform in the coming year, it is possible that such reform may include a carbon tax, which could impose additional direct costs on operations and reduce demand for refined products. In any event, the Obama administration has announced its Climate Action Plan, which, among other things, directs federal agencies to develop a strategy for the reduction of methane emissions, including emissions from the oil and gas industry. As part of the Climate Action Plan, the Obama Administration also announced that it intends to adopt additional regulations to reduce emissions of GHGs and to encourage greater use of low carbon technologies in the coming years. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our business, any such future laws and regulations that require reporting of GHGs or otherwise limit emissions of GHGs from our equipment and operations could require us to incur costs to monitor and report on GHG emissions or reduce emissions of GHGs associated with our operations, and such requirements also could adversely affect demand for the oil and natural gas that we produce. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts and floods and other climatic events. If any such effects were to occur, they could have an adverse effect on our financial condition and results of operations. Please read “Business—Regulation of Environmental and Occupational Health and Safety Matters” for a further description of the laws and regulations that affect us.

The third parties on whom we rely for gathering and transportation services are subject to complex federal, state and other laws that could adversely affect the cost, manner or feasibility of conducting our business.

The operations of the third parties on whom we rely for gathering and transportation services are subject to complex and stringent laws and regulations that require obtaining and maintaining numerous permits, approvals and certifications from various federal, state and local government authorities. These third parties may incur substantial costs in order to comply with existing laws and regulations. If existing laws and regulations governing such third-party services are revised or reinterpreted, or if new laws and regulations become applicable to their operations, these changes may affect the costs that we pay for such services. Similarly, a failure to comply with such laws and regulations by the third parties on whom we rely could have a material adverse effect on our business, financial condition and results of operations. See “Business—Regulation of Environmental and Occupational Health and Safety Matters” and “Business—Regulation of the Oil and Natural Gas Industry” for a description of the laws and regulations that affect the third parties on whom we rely.

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Derivatives reform legislation and related regulations could have an adverse effect on our ability to hedge risks associated with our business.

The July 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, provides for federal oversight of the over-the-counter derivatives market and entities that participate in that market and mandates that the Commodity Futures Trading Commission, or CFTC, adopt rules or regulations implementing the Dodd-Frank Act and providing definitions of terms used in the Dodd-Frank Act. The Dodd-Frank Act establishes margin requirements and requires clearing and trade execution practices for certain market participants and may result in certain market participants needing to curtail or cease their derivatives activities. Although many of the rules necessary to implement the Dodd-Frank Act remain to be adopted, the CFTC has issued a large number of rules to implement the Dodd-Frank Act, including a rule establishing an “end-user” exception to mandatory clearing, referred to herein as the “End-User Exception,” and a rule imposing position limits, referred to herein as the Position Limit Rule.

We qualify as a “non-financial entity” for purposes of the End-User Exception and, as such, we will be eligible for and expect to utilize such exception and, as a result, our hedging activity will not be subject to mandatory clearing or the margin requirements imposed in connection with mandatory clearing. However, most if not all of our hedge counterparties will be subject to mandatory clearing in connection with their hedging activities with parties who do not qualify for the End-User Exception. The Position Limit Rule was vacated and remanded to the CFTC for further proceedings by order of the United States District Court for the District of Columbia on September 28, 2012. The Dodd-Frank Act, the rules which have been adopted and not vacated, and, to the extent that a position limit rule is ultimately effected, could significantly increase the cost of derivative contracts (including through requirements to post collateral), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity contracts related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the Dodd-Frank Act and regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on us, our financial condition, and our results of operations.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays, and adversely affect our production.

Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate production of natural gas and/or oil from dense subsurface rock formations. Hydraulic fracturing involves using water, sand, and certain chemicals to fracture the hydrocarbon-bearing rock formation to allow flow of hydrocarbons into the wellbore. We routinely apply hydraulic fracturing techniques in our drilling and completion programs. While hydraulic fracturing has historically been regulated by state oil and natural gas commissions, the practice has become increasingly controversial in certain parts of the country, resulting in increased scrutiny and regulation. For example, the EPA has asserted federal regulatory authority over certain hydraulic-fracturing activities under the Safe Drinking Water Act, or the SDWA, involving the use of diesel fuels and published permitting guidance in February 2014 addressing the use of diesel in fracturing operations. Although the EPA is not the permitting authority for the SDWA’s Underground Injection Control Class II programs in Louisiana, Texas, Wyoming, New Mexico, or Colorado, where we or MEMP maintain operational acreage, the EPA is encouraging state programs to review and consider use of such draft guidance. Also, in October 2011, the EPA announced its plan to propose federal pre-treatment standards for wastewater generated during the hydraulic fracturing process. Hydraulic fracturing stimulation requires the use of a significant volume of water with some resulting “flowback,” as well as “produced water.” If adopted, the new pretreatment rules will require shale gas operations to pretreat wastewater before transferring it to treatment facilities. Proposed

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rules are expected sometime in 2014. Moreover, the EPA has indicated that it may develop and issue regulations under the Toxic Substances Control Act to require companies to disclose information regarding the chemicals used in hydraulic fracturing; however, to date, it has taken no action to do so.

In August 2012, the EPA adopted rules that subject oil and natural gas production, processing, transmission, and storage operations to regulation under the New Source Performance Standards, or NSPS, and National Emission Standards for Hazardous Air Pollutants programs. In September 2013, the EPA issued an amendment extending compliance dates for certain storage vessels. The EPA’s final rule includes NSPS standards for completions of hydraulically fractured wells and establishes specific new requirements for emissions from compressors, controllers, dehydrators, storage vessels, natural gas processing plants and certain other equipment. The rule is designed to limit emissions of volatile organic compounds, or VOCs, sulfur dioxide, and hazardous air pollutants from a variety of sources within natural gas processing plants, oil and natural gas production facilities, and natural gas transmission compressor stations. The EPA’s rule requires the reduction of VOC emissions from oil and natural gas production facilities by mandating the use of “green completions” for hydraulic fracturing, which requires the operator to recover rather than vent the gas and natural gas liquids that come to the surface during completion of the fracturing process. Under the rule, green completions will be phased in, and are not mandatory until January 2015. This rule could require a number of modifications to our operations including the installation of new equipment. Compliance with such rules could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business.

In addition, in May 2013, the federal Bureau of Land Management published a supplemental notice of proposed rulemaking governing hydraulic fracturing on federal and Indian lands that replaces a prior draft of proposed rulemaking issued by the agency in May 2012. The revised proposed rule would continue to require public disclosure of chemicals used in hydraulic fracturing on federal and Indian lands, confirmation that wells used in fracturing operations meet appropriate construction standards, and development of appropriate plans for managing flowback water that returns to the surface.

There are also certain governmental reviews either underway or being proposed that focus on environmental aspects of hydraulic fracturing practices. The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater. A draft report is expected to be released for public comment and review in late 2014 with the final report expected to be completed sometime in 2016. The EPA’s study could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms. Other governmental agencies, including the U.S. Department of Energy and the U.S. Department of the Interior, have evaluated or are evaluating various other aspects of hydraulic fracturing. These ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing under the federal Safe Drinking Water Act or other regulatory mechanisms.

Additionally, Congress from time to time has considered the adoption of legislation to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the hydraulic fracturing process. Certain states, including Texas and Colorado, have adopted, and other states are considering adopting, regulations that could impose more stringent permitting, public disclosure, and well construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether. For example in May 2013, the Texas Railroad Commission adopted new rules governing well casing, cementing and other standards for ensuring that hydraulic fracturing operations do not contaminate nearby water resources. In addition to state laws, local land use restrictions, such as city ordinances, may restrict or prohibit the performance of well drilling in general and/or hydraulic fracturing in particular. In the event state, local, or municipal legal restrictions are adopted in areas where we are currently conducting, or in the future plan to conduct operations, we may incur additional costs to comply with such requirements that may be significant in nature, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from the drilling of wells.

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If these or any other new laws or regulations that significantly restrict hydraulic fracturing are adopted at the state and local level, such laws could make it more difficult or costly for us to perform fracturing to stimulate production from dense subsurface rock formations and, in the event of local prohibitions against commercial production of natural gas, may preclude our ability to drill wells. In addition, if hydraulic fracturing becomes regulated at the federal level as a result of federal legislation or regulatory initiatives by the EPA or other federal agencies, our fracturing activities could become subject to additional permitting requirements and result in permitting delays as well as potential increases in costs. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that we are ultimately able to produce from our reserves.

Oil and natural gas producers’ operations, especially those using hydraulic fracturing, are substantially dependent on the availability of water. Restrictions on the ability to obtain water may impact our operations.

Water is an essential component of oil and natural gas production during the drilling, and in particular, hydraulic fracturing, process. Our inability to locate sufficient amounts of water, or dispose of or recycle water used in our exploration and production operations, could adversely impact our operations. Moreover, the imposition of new environmental initiatives and regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or production of natural gas. The Federal Water Pollution Control Act (the “CWA”) imposes restrictions and strict controls regarding the discharge of produced waters and other natural gas and oil waste into navigable waters. Permits must be obtained to discharge pollutants to waters and to conduct construction activities in waters and wetlands. The CWA and similar state laws provide for civil, criminal and administrative penalties for any unauthorized discharges of pollutants and unauthorized discharges of reportable quantities of oil and other hazardous substances. State and federal discharge regulations prohibit the discharge of produced water and sand, drilling fluids, drill cuttings and certain other substances related to the natural gas and oil industry into coastal waters. Also, the EPA has adopted regulations requiring certain natural gas and oil exploration and production facilities to obtain permits for storm water discharges. Compliance with current and future environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted.

We are not the only partners in MEMP, and MEMP’s partnership agreement requires it to distribute all available cash to its partners, including public unitholders.

MEMP is a publicly traded limited partnership. We own MEMP GP, the sole general partner of MEMP, and are entitled to 50% of any cash distributed in respect of MEMP’s incentive distribution rights. Following the restructuring transactions, MRD Holdings will own 5,360,912 subordinated units representing a 8.7% limited partner interest in MEMP. The remainder of the outstanding limited partner interests in MEMP are common units owned by public unitholders. MEMP’s partnership agreement requires it to distribute, on a quarterly basis, 100% of its available cash to its partners. We receive only our proportionate share of cash distributions from MEMP based on our partner interests in it. The remainder of the quarterly cash distributions is distributed, pro rata, to the public unitholders (and, in the case of 50% of the incentive distribution rights, to the Funds).

For MEMP, available cash is generally all cash on hand at the end of each quarter, after payment of fees and expenses and the establishment of cash reserves by its general partner. MEMP GP determines the amount and timing of cash distributions by MEMP and has broad discretion to establish and make additions to MEMP’s reserves in amounts the general partner determines to be necessary or appropriate:

• to provide for the proper conduct of partnership business, which could include, but is not limited to, amounts reserved for capital expenditures, working capital and operating expenses;

• to comply with applicable law, any of MEMP’s debt instruments or other agreements; and

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• to provide funds for distributions to the unitholders and the general partner for any one or more of the next four calendar quarters.

Accordingly, cash distributions we receive on our MEMP partner interests may be reduced at any time, or we may not receive any cash distributions from MEMP.

The amount of cash that MEMP will be able to distribute to us principally depends upon the amount of cash it can generate from its oil and natural gas production business.

A significant decline in MEMP’s earnings or cash distributions would have a negative impact on its distributions to its partners, including us. The amount of cash that MEMP will be able to distribute to its partners, including us, each quarter principally depends upon the amount of cash it can generate from its oil and natural gas production business. That amount of cash will fluctuate from quarter to quarter based on, among other things:

• the amount of oil, natural gas and NGLs MEMP produces;

• the prices at which MEMP sells its oil, natural gas and NGL production;

• the amount and timing of settlements of its commodity derivatives;

• the level of MEMP’s operating costs, including maintenance capital expenditures and payments to MEMP GP and its affiliates; and

• the level of MEMP’s interest expense, which depends on the amount of its indebtedness and the interest payable thereon.

Because of these factors, MEMP may not have sufficient available cash each quarter to continue paying distributions at their current level or at all. In addition, our 50% incentive distribution rights are only entitled to distributions from MEMP in any quarter if MEMP has paid at least $0.54625 on each outstanding common unit and subordinated unit for such quarter. If MEMP reduces its per unit distribution below such amounts, we will receive less cash.

Conflicts of interest may arise because the board of directors of MEMP GP has a fiduciary duty to manage the general partner in a manner that is beneficial to the owner of MEMP GP, and at the same time, to manage MEMP in a manner that is beneficial to the MEMP unitholders. Conflicts may also arise because our executive officers have significant equity interests in MEMP.

We own MEMP GP, the sole general partner of MEMP. MEMP is a publicly traded limited partnership. The board of directors of MEMP GP owes specified duties to the MEMP unitholders, and also owes specified duties to us as owner of MEMP GP. As a result of these conflicts, the board of directors of MEMP GP may favor the interests of the MEMP public unitholders over our interests.

Our executive officers have significant equity interests in MEMP. Mr. Weinzierl, our Chief Executive Officer, owns 359,925 MEMP common units; Mr. Scarff, our President, owns 1,538 MEMP common units; Mr. Cozby, our Vice President and Chief Financial Officer, owns 101,837 MEMP common units; Mr. Forney, our Vice President, Operations, owns 92,447 MEMP common units; Mr. Roane, our Vice President, General Counsel and Corporate Secretary, owns 47,930 MEMP common units; and Mr. Robbins, our Vice President, Corporate Development, owns 53,801 MEMP common units. As a result of our executive officers’ significant holdings of MEMP common units, our executive officers may favor the interests of MEMP over our interests.

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If MEMP’s unitholders remove MEMP GP, we would lose our general partner interest and incentive distribution rights in MEMP and the ability to manage MEMP.

We currently manage our investment in MEMP through our ownership interest in MEMP GP. MEMP’s partnership agreement, however, gives unitholders of MEMP the right to remove its general partner upon the affirmative vote of holders of 66 ²/₃% of the MEMP’s outstanding units. If MEMP GP were removed as general partner of MEMP, it would receive cash or common units in exchange for its 0.1% general partner interest and incentive distribution rights and would also lose its ability to manage MEMP. While the cash or common units the general partner would receive are intended under the terms of MEMP’s partnership agreement to fully compensate MEMP GP in the event such an exchange is required, the value of the investments we make with the cash or the common units may not over time be equivalent to the value of the general partner interest and the incentive distribution rights had MEMP GP retained them.

Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.

We have, and after the consummation of this offering will continue to have, a substantial amount of indebtedness. As of December 31, 2013, on a pro forma basis and after giving effect to this offering, the transactions described in “Restructuring Transactions” and the application of the net proceeds therefrom, we would have had aggregate indebtedness of approximately $         million. The terms and conditions governing our indebtedness:

• require us to dedicate a substantial portion of our cash flow from operations to service our existing debt, thereby reducing the cash available to finance our operations and other business activities and could limit our flexibility in planning for or reacting to changes in our business and the industry in which we operate;

• increase our vulnerability to economic downturns and adverse developments in our business;

• limit our ability to access the capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;

• place restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;

• place us at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness; and

• limit management’s discretion in operating our business.

Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. We will not be able to control many of these factors, such as economic conditions and governmental regulation. We cannot be certain that our cash flow will be sufficient to allow us to pay the principal and interest on our debt and meet our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or raise equity. We may not be able to refinance our debt, sell assets, borrow more money or raise equity on terms acceptable to us, if at all. For example, our existing and future debt agreements will require that we satisfy certain conditions, including coverage and leverage ratios, to borrow money. Our existing and future debt agreements will also restrict the payment of dividends and distributions by certain of our subsidiaries to us, which could affect our access to cash. In addition, our ability to comply with the financial and other restrictive covenants in our indebtedness will be affected by the levels of cash flow from our operations and future events and circumstances beyond our control. Failure to comply with these covenants would result in an event of default under our indebtedness, and such an event of default could adversely affect our business, financial condition and results of operations.

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We may not be able to generate enough cash flow to meet our debt obligations and may be forced to take other actions to satisfy our debt obligations which may not be successful.

We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of our industry. As a result, the amount of debt that we can service in some periods may not be appropriate for us in other periods. Moreover, and subject to certain limitations, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. Additionally, our future cash flow may be insufficient to meet our debt obligations and commitments. Any insufficiency could negatively impact our business. A range of economic, competitive, business and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and from our subsidiaries and to pay our debt. Many of these factors, such as oil and natural gas prices, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control.

If we do not generate enough cash flow from operations and from our subsidiaries to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

• refinancing or restructuring our debt;

• selling assets;

• reducing or delaying capital investments; or

• seeking to raise additional capital.

However, we cannot assure you that undertaking alternative financing plans, if necessary, would allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations or to obtain alternative financing, could materially and adversely affect our ability to make payments on our indebtedness and our business, financial condition and results of operations.

Furthermore, our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including our new revolving credit facility, may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our existing debt instruments currently restrict, and we expect our new revolving credit facility will restrict, our ability to dispose of assets and our use of the proceeds from such disposition. We may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Risks Relating to this Offering and Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop, which could impede your ability to sell your shares and may depress the market price of our common stock.

There has not been a public market for our common stock prior to this offering. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us, MRD Holdings and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. See “Underwriting.” Consequently, you may be unable to sell our common stock at prices equal to or greater than the price you pay in this offering.

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The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our common stock.

MRD Holdings, certain former management members of WildHorse Resources and our directors and executive officers have entered into lock-up agreements with respect to their common stock, pursuant to which they are subject to certain resale restrictions for a period of 180 days following the date of this prospectus. Citigroup Global Markets Inc., at any time, may release all or any portion of the common stock subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, then common stock will be available for sale into the public markets, which could cause the market price of our common stock to decline and impair our ability to raise capital.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock or if our operating results do not meet their expectations, our stock price could decline.

NGP controls more than a majority of our common stock, and its interests may conflict with those of our other stockholders.

Upon completion of this offering, NGP, through the Funds, will beneficially own all of MRD Holdings, which will own in the aggregate approximately    % of the combined voting power of our common stock (or approximately     % if the underwriters option to purchase additional shares of common stock from MRD Holdings is exercised in full). In connection with the completion of this offering, MRD Holdings and certain former management members of WildHorse Resources (which former management members will own in the aggregate approximately     % of the combined voting power of our common stock) will enter into a voting agreement, pursuant to which, they will agree, among other things, to vote all of their shares as directed by MRD Holdings. As a result, MRD Holdings and, thus, NGP will be able to control matters requiring stockholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our common stock will be able to affect the way we are managed or the direction of our business. The interests of NGP with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders. Given this concentrated ownership, NGP would have to approve any potential acquisition of us. In addition, certain of our directors are currently employees of NGP. These directors’ duties as employees of NGP may conflict with their duties as our directors, and the resolution of these conflicts may not always be in our or your best interest.

Many of the directors and all of the officers who have responsibility for our management have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

All of our officers hold similar positions with MRD Holdings and MEMP GP, and many of our directors, who are responsible for managing the direction of our operations and acquisition activities, hold positions of responsibility with other entities (including NGP-affiliated entities) that are in the business of identifying and acquiring oil and natural gas properties. For example, the Funds and their affiliates (including NGP) are in the business of investing in oil and natural gas companies with independent management teams that also seek to

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acquire oil and natural gas properties, and MRD Holdings and MEMP are both in the business of acquiring and developing oil and natural gas properties. Mr. Hersh, one of our directors, is a managing partner of NGP; Mr. Gieselman, one of our directors, is a managing director of NGP; Mr. Weber, one of our directors, is a managing partner of NGP and serves as Chief Operating Officer for NGP; and Mr. Weinzierl, our Chief Executive Officer and one of our directors, is the Chief Executive Officer and Chairman of MEMP GP, and was a managing director and operating partner of NGP and continues to hold ownership interests in the Funds and certain of their affiliates. Our officers will continue to devote significant time to the business of MEMP and MRD Holdings and face conflicts in allocating their time on our behalf and on behalf of MEMP GP and MRD Holdings. Our officers have also historically received a significant portion of their overall compensation in MEMP unit awards under the long term incentive plan of MEMP GP. We cannot assure you that any conflicts that may arise between us and our stockholders, on the one hand, and MRD Holdings, MEMP, or the Funds, on the other hand, will be resolved in our favor. The existing positions held by these directors and officers may give rise to fiduciary or other duties that are in conflict with the duties they owe to us. These officers and directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, they may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. For additional discussion of our management’s business affiliations and the potential conflicts of interest of which our stockholders should be aware, see “Certain Relationships and Related Party Transactions.”

The corporate opportunity provisions in our amended and restated certificate of incorporation could enable NGP, MRD Holdings or the Funds to benefit from corporate opportunities that might otherwise be available to us.

Subject to the limitations of applicable law, our amended and restated certificate of incorporation, among other things:

• permits any of NGP, MRD Holdings, the Funds, their respective affiliates, or our officers or directors to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and

• provides that if NGP, MRD Holdings, the Funds or their respective affiliates or any director or officer of one of our affiliates, NGP, MRD Holdings, the Funds or their respective affiliates who is also one of our officers or directors becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.

As a result, NGP, MRD Holdings, the Funds or their affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these opportunities. As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to NGP, MRD Holdings or the Funds and their affiliates could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours. Please read “Description of Capital Stock.”

We will be a “controlled company” within the meaning of the NASDAQ rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Upon the closing of this offering, MRD Holdings and certain former management members of WildHorse Resources, as a group, will continue to control a majority of our voting common stock. As a result, we will be a “controlled company” within the meaning of applicable corporate governance standards. Under the NASDAQ

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rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that we have a majority of independent directors on our Board;

• the requirement that we have a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors; and

• the requirement for an annual performance evaluation of the nominating and compensation committees.

Following this offering, we intend to utilize the foregoing exemptions from the applicable corporate governance requirements. As a result, we will not have a majority of independent directors and will not have a compensation committee. See “Management.” Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable corporate governance requirements.

The price of our common stock may fluctuate significantly and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your common stock at or above the price you paid for your common stock. The market price for our common stock could fluctuate significantly for various reasons, including:

• our operating and financial performance and prospects;

• changes in earnings estimates or recommendations by securities analysts who track our common stock or industry;

• market and industry perception of our success, or lack thereof, in pursuing our growth strategy; and

• sales of common stock by us, our stockholders (including the Funds), or members of our management team.

In addition, the stock market has experienced significant price and volume fluctuations in recent years. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price.

We currently have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your common stock.

We currently have no plans to pay regular dividends on our common stock. Any payment of dividends in the future will be at the discretion of our Board and will depend on, among other things, our earnings, financial condition and business opportunities, the restrictions in our debt agreements, and other considerations that our Board deems relevant. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment.

Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.

We may sell additional shares of common stock in subsequent public offerings or otherwise, including to finance acquisitions. Our amended and restated certificate of incorporation which we will adopt in connection

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with the closing of this offering will authorize us to issue            shares of common stock, of which              shares will be outstanding upon consummation of this offering. The outstanding share number includes shares that we and MRD Holdings are selling in this offering, which may be resold immediately in the public market. The remaining outstanding shares are restricted from immediate resale under the lock-up agreements with the underwriters described in “Underwriting,” but may be sold into the market in the near future. Following the expiration of the applicable lock-up period, which is 180 days after the date of this prospectus,              shares of our common stock will be freely transferable without restriction or further registration under the Securities Act, except for any such shares which are held or may be acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. See “Shares Eligible for Future Sale” for a discussion of the shares of our common stock that may be sold into the public market in the future.

MRD Holdings and certain former management members of WildHorse Resources will be party to the Registration Rights Agreement, which will require us to effect the registration of their shares in certain circumstances no earlier than the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering. Upon the effectiveness of such a registration statement, all shares covered by the registration statement would be freely transferable without restriction or further registration under the Securities Act, except for any such shares which are acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

As soon as practicable after this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of              shares of our common stock issued or reserved for issuance under our Memorial Resource Development Corp. 2014 Long Term Incentive Plan that we plan to adopt prior to the completion of this offering. Subject to the satisfaction of vesting conditions and the expiration of lock-up agreements, shares registered under our registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including any shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

Our organizational documents and the voting agreement may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

Provisions of our amended and restated certificate of incorporation, our amended and restated bylaws to be effective upon the completion of this offering and the voting agreement may make it more difficult for, or prevent a third party from, acquiring control of us. These provisions include:

• requiring that certain former management members of WildHorse Resources vote all of their shares of our common stock, including with respect to the election of our directors, as directed by MRD LLC;

• at such time MRD Holdings, NGP or as the Funds no longer beneficially own or control the voting of more than 50% of our outstanding common stock, our Board will be divided into three classes with each class serving staggered three year terms;

• at such time MRD Holdings, NGP or as the Funds no longer beneficially own or control the voting of more than 50% of our outstanding common stock, any action by stockholders may only be taken at an annual meeting or special meeting and may no longer be effected by a written consent of the stockholders, subject to the rights of any series of preferred stock with respect to such rights;

• at such time as MRD Holdings, NGP or the Funds no longer beneficially own or control the voting of more than 50% of our outstanding common stock, special meetings of our stockholders may only be

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called by our Board pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (prior to such time, a special meeting may also be called at the request of stockholders holding a majority of the outstanding shares entitled to vote);

• at such time as MRD Holdings, NGP or the Funds no longer beneficially own or control the voting of more than 50% of our outstanding common stock, the affirmative vote of the holders of at least 75% in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to remove any or all of the directors from office at any time;

• prohibiting cumulative voting in the election of directors; and

• authorizing the issuance of “blank check” preferred stock without any need for action by stockholders.

Our issuance of shares of preferred stock could delay or prevent a change in control of us. Our Board has authority to issue shares of preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of our preferred stock may have the effect of delaying, deferring or preventing a change in control without further action by the stockholders, even where stockholders are offered a premium for their shares.

Together, our amended and restated certificate of incorporation, amended and restated bylaws and the voting agreement could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as the significant amount of common stock beneficially owned by the Funds following this offering, could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. See “Description of Capital Stock—Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware Law.”

We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests.

We have engaged in transactions and expect to continue to engage in transactions with affiliated companies, as described under the caption “Certain Relationships and Related Party Transactions.” The resolution of any conflicts that may arise in connection with any related party transactions that we have entered into with MEMP, NGP, MRD Holdings, the Funds or their affiliates, including pricing, duration or other terms of service, may not always be in our or our stockholders’ best interests because NGP or the Funds may have the ability to influence the outcome of these conflicts. For a discussion of potential conflicts, please read “—NGP controls more than a majority of our common stock, and its interests may conflict with those of our other stockholders.”

You will experience an immediate and substantial dilution in the net tangible book deficit of the common stock you purchase.

After giving effect to this offering and the other adjustments described in “Dilution,” we expect that our pro forma as adjusted net tangible book deficit as of December 31, 2013 would be $         per share. Based on an assumed initial public offering price of $         per share, the midpoint of the estimated offering range set forth on the cover page of this prospectus, you will experience immediate and substantial dilution of approximately $         per share in net tangible book deficit of the common stock you purchase in this offering. See “Dilution,” including the discussion of the effects on dilution from a change in the price of this offering.

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We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Capital Stock—Limitation of Liability and Indemnification Matters.”

The additional requirements of having a class of publicly traded equity securities may strain our resources and distract management.

After the consummation of this offering, we will be subject to additional reporting requirements of the Securities and Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act. The Dodd-Frank Act effects comprehensive changes to public company governance and disclosures in the United States and will subject us to additional federal regulation. We cannot predict with any certainty the requirements of the regulations ultimately adopted or how the Dodd-Frank Act and such regulations will impact the cost of compliance for a company with publicly traded common stock. We are currently evaluating and monitoring developments with respect to the Dodd-Frank Act and other new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a company with publicly traded common stock and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee, and qualified executive officers.

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. These requirements may place a strain on our systems and resources. Under Section 404 of the Sarbanes-Oxley Act, we will be required to include a report of management on our internal control over financial reporting in our Annual Reports on Form 10-K beginning with the Form 10-K for the year ending December 31, 2014. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. If we are unable to conclude that our disclosure controls and procedures and internal control over financial reporting are effective, or if we are no longer an emerging growth company and our independent public accounting firm is unable to provide us with an unqualified report on our internal control over financial reporting in future years, investors may lose confidence in our financial reports and our stock price may decline.

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We will remain an “emerging growth company” for up to five years. After we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act. Please read “—We will incur increased costs as a result of being a public company, which may significantly affect our financial condition.”

We will incur increased costs as a result of being a public company, which may significantly affect our financial condition.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the Financial Industry Regulatory Authority. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” We also expect these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board or as executive officers.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will cease to be an “emerging growth company” upon the earliest of (i) the last day of the fiscal year in which we have $1.0 billion or more in annual revenues, (ii) the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30), (iii) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes Oxley Act of 2002. Any failure to maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this prospectus, are forward-looking statements. When used in this prospectus, the words “could,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “plan,” “potential,” “pursue,” “target,” “project,” “forecast,” the negative of such terms, or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Forward-looking statements may include statements about:

• our business strategy;

• our estimated reserves and the present value thereof;

• our technology;

• our cash flows and liquidity;

• our financial strategy, budget, projections and future operating results;

• realized commodity prices;

• timing and amount of future production of reserves;

• availability of drilling and production equipment;

• availability of pipeline capacity;

• availability of oilfield labor;

• the amount, nature and timing of capital expenditures, including future development costs;

• availability and terms of capital;

• drilling of wells, including statements made about future horizontal drilling activities;

• competition;

• government regulations;

• marketing of production;

• exploitation or property acquisitions;

• costs of exploiting and developing our properties and conducting other operations;

• general economic and business conditions;

• competition in the oil and natural gas industry;

• effectiveness of our risk management activities;

• environmental and other liabilities;

• counterparty credit risk;

• taxation of the oil and natural gas industry;

• developments in other countries that produce oil and natural gas;

• uncertainty regarding future operating results;

• plans and objectives of management; and

• plans, objectives, expectations and intentions contained in this prospectus that are not historical.

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These types of statements, other than statements of historical fact included in this prospectus, are forward-looking statements. These forward-looking statements may be found in “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this prospectus. These statements discuss future expectations, contain projections of results of operations or of financial condition or include other “forward-looking” information. These forward-looking statements involve risks and uncertainties. Important factors that could cause our actual results or financial condition to differ materially from our expectations include, but are not limited to, the following risks and uncertainties:

• variations in the market demand for, and prices of, oil, natural gas and NGLs;

• uncertainties about our estimated reserves;

• the adequacy of our capital resources and liquidity including, but not limited to, access to additional borrowing capacity under our new revolving credit facility;

• general economic and business conditions;

• risks associated with negative developments in the capital markets;

• failure to realize expected value creation from property acquisitions;

• uncertainties about our ability to replace reserves and economically develop our current reserves;

• drilling results;

• potential financial losses or earnings reductions from our commodity price risk management programs;

• adoption or potential adoption of new governmental regulations;

• the availability of capital on economic terms to fund our capital expenditures and acquisitions;

• risks associated with our substantial indebtedness; and

• our ability to satisfy future cash obligations and environmental costs.

The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-looking statement will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in the “Risk Factors” section of this prospectus and elsewhere in this prospectus. All forward-looking statements speak only as of the date on which they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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USE OF PROCEEDS

Assuming an initial public offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering of approximately $         million, after deducting underwriting discounts and commissions and fees and expenses associated with this offering and the restructuring transactions of $         million payable by us.

The following table illustrates our use of proceeds of this offering and borrowings under our new revolving credit facility:

Sources of Cash (In millions)		Uses of Cash (In millions)
Net proceeds from this offering	$	Redemption of PIK notes(1)	$
Borrowings under our new revolving credit facility		Cash consideration to certain former management members of WildHorse Resources(2)
		Repayment of outstanding borrowings under WildHorse Resources’ credit agreements(2)
		Reimbursement to MRD LLC for June 15 interest payment on the PIK notes(2)
		General corporate purposes
Total	$	Total	$

(1) Includes the payment of principal plus any applicable premium and accrued and unpaid interest, if any, to the date of redemption, which we expect will be 30 days after the closing of this offering. Until such redemption date or any earlier discharge date, we will use the amount to be paid to the holders of the PIK notes to temporarily reduce amounts outstanding under our new revolving credit facility.

(2) Please see “Restructuring Transactions” for additional discussion of the cash consideration that will be paid to certain former management members of WildHorse Resources and the reimbursement to MRD LLC and “Management Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—MRD Segment—WildHorse Resources Revolving Credit Facility and Second Lien Facility (To Be Terminated at Closing)” for a description of the repayment of outstanding borrowings under WildHorse Resources’ credit agreements that will be made in connection with the restructuring transactions.

We will not receive any proceeds from the sale of shares of our common stock by MRD Holdings, including pursuant to any exercise by the underwriters of their option to purchase additional shares of our common stock. MRD Holdings is deemed under federal securities laws to be an underwriter with respect to the common stock it may sell in connection with this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. An increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us, by approximately $         million, assuming the initial public offering price per share remains the same.

The PIK notes bear interest at the rate of 10.00% per annum if paid in cash and 10.75% per annum if paid as PIK interest and mature on December 15, 2018. MRD LLC used the net proceeds from the offering of the PIK notes after paying offering expenses to repay all amounts outstanding under its senior secured credit facility, to fund a debt service reserve account for the payment of interest on the PIK notes, to pay a distribution to the Funds and for general company purposes. In connection with the closing of this offering, we will enter into a new revolving credit facility and use a portion of the borrowings under that agreement to repay outstanding borrowings under WildHorse Resources’ credit agreements, which will be terminated upon repayment. Borrowings under WildHorse Resources’ credit agreements were used to acquire assets, to make capital expenditures and for other general corporate purposes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—MRD Segment.”

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DIVIDEND POLICY

We do not anticipate declaring or providing any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain all future earnings, if any, for use in the operation of our business and to fund future growth. The decision whether to pay dividends in the future will be made by our Board in light of conditions then existing, including factors such as our financial condition, earnings, available cash, business opportunities, legal requirements, restrictions in our debt agreements, and other contracts and other factors our Board deems relevant.

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CAPITALIZATION

The following table shows our predecessor’s cash and cash equivalents and our predecessor’s capitalization as of December 31, 2013:

• on an actual basis; and

• on an as adjusted basis to give effect to (i) the restructuring transactions described under “Restructuring Transactions,” (ii) borrowing $         million under our new revolving credit facility to repay outstanding borrowings under WildHorse Resources’ credit agreements, and (iii) the issuance and sale of             shares of common stock in this offering by us and our application of the net proceeds as described under “Use of Proceeds.”

You should read this table together with “Restructuring Transactions,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the pro forma and historical consolidated financial statements included elsewhere in this prospectus. For a description of the pro forma adjustments, please read our Unaudited Pro Forma Combined Financial Statements.

	At December 31, 2013
	Actual		As Adjusted
Cash and cash equivalents(1)	$	77,721
Restricted cash(2)		50,000
Long-term debt:
MRD Segment:
WildHorse Resources revolving credit facility		203,100
WildHorse Resources second lien term loan		325,000
MRD senior secured revolving credit facility		—
10.00%/10.75% Senior PIK Toggle Notes due 2018		343,050
MEMP Segment:
MEMP revolving credit facility		103,000
7.625% senior notes due 2021		689,067
Total long-term debt		1,663,217
Members’ equity:
MRD LLC members’ equity		277,517
Stockholders’ equity:
Common stock, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding (historical);              shares authorized,              shares issued and outstanding		—
Additional paid-in capital		—
Accumulated deficit		—
Total Memorial Resource Development Corp. stockholders’ equity
Noncontrolling interest		580,615
Total capitalization		2,521,349

(1) Includes $13.1 million of cash and cash equivalents related to MEMP and its subsidiaries.

(2) Represents the $50 million of restricted cash held in the debt service reserve account related to, including as security for payment of interest and certain other payments on, the PIK notes of which $32.8 million (net of approximately $17.2 million to be used to pay accrued interest on the PIK notes on June 15, 2014 if this offering does not close by such date) is to be retained by MRD LLC in the restructuring transactions and released to MRD Holdings upon redemption of the PIK notes (which we expect will be 30 days after the closing of this offering). We will reimburse MRD LLC for the approximately $17.2 million interest payment, or, if this offering closes before June 15, 2014, we will make such interest payment with borrowings under our new revolving credit facility.

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DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in this offering exceeds the net tangible book value (deficit) per share of common stock after the offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. There will be shares of our common stock reserved for future awards under the Memorial Resource Development Corp. 2014 Long Term Incentive Plan as of the consummation of this offering.

Our net tangible book value as of December 31, 2013 was $         million, or $         per share. After giving effect to the receipt of approximately $         million of estimated net proceeds from our sale of             shares of common stock in this offering at an assumed offering price of $         per share, which represents the midpoint of the range set forth on the front cover of this prospectus, our as adjusted net tangible book deficit as of December 31, 2013 would have been approximately $         million, or $         per share. This represents an immediate decrease in our net tangible book deficit of $         per share to our existing stockholders and an immediate dilution of $         per share to new investors purchasing shares of common stock in the offering. The following table illustrates this substantial and immediate per share dilution to new investors:

	Per Share
Assumed initial public offering price per share	$
Net tangible book value (deficit) before the offering
Increase per share attributable to investors in the offering
As adjusted net tangible book value (deficit) after the offering
Dilution per share to new investors	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would decrease (increase) our as adjusted net tangible book value (deficit) by $         million, or $         per share, and increase (decrease) the dilution per share to new investors in this offering by $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The following table summarizes on an as adjusted basis as of December 31, 2013, giving effect to:

• the total number of shares of common stock purchased from us;

• the total consideration paid to us, assuming an initial public offering price of $         per share (before deducting the estimated underwriting discount and commissions and offering expenses payable by us in connection with this offering); and

• the average price per share paid by our existing stockholders and by new investors purchasing shares in this offering:

	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders(1)				%				%	$
Investors in the offering				%				%
Total			100	%			100	%	$

(1) The number of shares disclosed for the existing stockholders includes             shares that may be sold by MRD LLC in this offering, including pursuant to any exercise of the underwriters’ option to purchase additional shares of common stock.

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus) would increase (decrease) total consideration paid by

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new investors, total consideration paid by all stockholders and the average price per share by $         million, $         million and $        , respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The tables and calculations above also assume no exercise of the underwriters’ option to purchase             additional shares from MRD Holdings. If the underwriters exercise their option to purchase             additional shares in full, then the number of shares held by new investors will be increased to             , or approximately     % of our outstanding shares of common stock.

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SELECTED HISTORICAL FINANCIAL DATA

MRD LLC and its consolidated subsidiaries, our accounting predecessor, controls MEMP through its ownership of MEMP GP, the general partner of MEMP. Because MRD LLC controls MEMP through its ownership of the general partner, MRD LLC is required to consolidate MEMP for accounting and financial reporting purposes even though MRD LLC owns a minority of its partner interests and MRD LLC and MEMP have independent capital structures. MRD LLC receives cash distributions from MEMP as a result of its partner interests and incentive distribution rights in MEMP, when declared and paid by MEMP. In connection with the closing of this offering, MRD LLC will contribute substantially all of its existing assets to us in exchange for shares of our common stock. Through our ownership of MEMP GP, we will continue to control MEMP and therefore will continue to consolidate the results of MEMP into our consolidated financial statements in future periods.

Our predecessor has two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties:

• MRD—reflects all of MRD LLC’s consolidating subsidiaries except for MEMP and its subsidiaries.

• MEMP—reflects the consolidated and combined operations of MEMP and its subsidiaries.

We will continue to have two reportable segments following the completion of this offering. For more information regarding reportable business segments, please see the predecessor’s audited historical financial statements and related notes.

The following tables include the selected historical financial data of our predecessor, as well as the MRD Segment as of and for the periods indicated. The selected historical financial data of our predecessor as of and for the years ended December 31, 2013 and 2012 were derived from the audited historical financial statements of our predecessor included elsewhere in this prospectus. The selected historical financial data of the MRD Segment as of and for the years ended December 31, 2013 and 2012 were derived from certain financial information used in the preparation of our predecessor’s audited financial statements.

The selected unaudited pro forma data as of and for the year ended December 31, 2013 has been prepared to give pro forma effect to: (i) the exclusion of both BlueStone and Classic Pipeline, the MEMP subordinated units and the debt service account associated with the PIK notes, which are not being conveyed to us in connection with this offering, as well as our payment of (or reimbursement for) the June 15, 2014 interest payment on the PIK notes, (ii) the offering of our shares of common stock contemplated hereby and the use of the net proceeds therefrom as described in “Use of Proceeds,” (iii) incremental federal income tax expense, and (iv) the restructuring transactions.

We derived the data in the following tables from, and the following tables should be read together with and is qualified in its entirety by reference to, our predecessor’s historical financial statements and our pro forma financial statements and the accompanying notes included elsewhere in this prospectus. You should also read “Restructuring Transactions,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our pro forma and historical consolidated financial statements, all included elsewhere in this prospectus. Among other things, those historical consolidated and combined financial statements and pro forma financial statements include more detailed information regarding the basis of presentation for the following data.

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	MRD LLC (Predecessor)						Memorial Resource Development Corp. Pro Forma
	Year Ended December 31,						Year Ended December 31,
	2013			2012			2013
							(unaudited)
	(in thousands)
Statement of Operations Data:
Revenues:
Oil and natural gas sales	$	571,948		$	393,631		$	553,800
Other revenues		3,075			3,237			2,268
Total revenues		575,023			396,868			556,068
Costs and expenses:
Lease operating		113,640			103,754			111,988
Pipeline operating		1,835			2,114			1,835
Exploration		2,356			9,800			2,356
Production and ad valorem taxes		27,146			23,624			26,269
Depreciation, depletion and amortization		184,717			138,672			174,198
Impairment of proved oil and gas properties		6,600			28,871			4,201
General and administrative		125,358			69,187			101,098
Accretion of asset retirement obligations		5,581			5,009			5,523
(Gain) loss on commodity derivatives		(29,294	)		(34,905	)		(29,311	)
(Gain) loss on sale of property		(85,621	)		(9,761	)		3,927
Other, net		649			502			649
Total costs and expenses		352,967			336,867			402,733
Operating income		222,056			60,001			153,335
Other income (expense)
Interest expense, net		(69,250	)		(33,238	)
Amortization of investment premium		—			(194	)		—
Other, net		145			535			143
Total other income (expense)		(69,105	)		(32,897	)
Income tax expense		(1,619	)		(107	)
Net income (loss)	$	151,332		$	26,997
Cash Flow Data:
Net cash provided by operating activities	$	277,823		$	240,404
Net cash used in investing activities		367,443			606,738
Net cash provided by financing activities		117,950			361,761
Balance Sheet Data (at period end):
Working capital	$	48,256		$	63,054
Total assets		2,829,161			2,459,304
Total debt		1,663,217			939,382
Total equity (including noncontrolling interests)		858,132			1,276,709

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	MRD Segment						MRD Segment Pro Forma
	Year Ended December 31,						Year Ended December 31,
	2013			2012			2013
							(unaudited)
	(in thousands)
Statement of Operations Data:
Revenues:
Oil and natural gas sales		$230,751			$138,032		$	212,603
Other revenues		807			782			—
Total revenues		231,558			138,814			212,603
Costs and expenses:
Lease operating		25,006			24,438			23,354
Exploration		1,226			7,337			1,226
Production and ad valorem taxes		9,362			7,576			8,485
Depreciation, depletion and amortization		87,043			62,636			76,524
Impairment of proved oil and gas properties		2,527			18,339			128
General and administrative		81,758			38,414			57,498
Accretion of asset retirement obligations		728			632			670
(Gain) loss on commodity derivatives		(3,013)			(13,488	)		(3,030	)
(Gain) loss on sale of property		(82,773)			(2	)		6,775
Other, net		2			364			2
Total costs and expenses		121,866			146,246			171,632
Operating income		109,692			(7,432	)		40,971
Other income (expense)
Interest expense, net		(27,349)			(12,802	)
Earnings from equity investments		1,066			4,880			269
Other, net		145			535			143
Total other income (expense)		(26,138	)		(7,387	)
Income tax (expense) benefit		(1,311	)		178
Net income (loss)	$	82,243		$	(14,641	)
Cash Flow Data (Unaudited):
Net cash provided by operating activities	$	83,910		$	84,172
Net cash used in investing activities		5,533			230,471
Net cash provided by (used in) financing activities		(38,963	)		133,271
Other Financial Data:
Adjusted EBITDA (unaudited)	$	197,903		$	132,105		$	159,239
Balance Sheet Data (at period end):
Working capital (unaudited)	$	51,214		$	2,424
Total assets		1,281,134			1,102,406
Total debt		871,150			309,200
Total equity (unaudited)		279,412			682,644

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are described under the heading “Risk Factors” included elsewhere in this prospectus. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. Also see “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

Overview

We are a Delaware corporation formed by Memorial Resource Development LLC (“MRD LLC”) in January 2014 to own and acquire oil and natural gas properties in North America. MRD LLC is a Delaware limited liability company formed on April 27, 2011 by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”) (collectively, the “Funds”) to own, acquire, exploit and develop oil and natural gas properties. The Funds are private equity funds managed by Natural Gas Partners (“NGP”).

In connection with the closing of this offering, MRD LLC and its consolidated subsidiaries, which is our accounting predecessor, will contribute to us substantially all of its assets, comprised of the following, in exchange for shares of common stock: (1) 100% of its ownership interests in Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”), Beta Operating Company, LLC (“Beta Operating”), MRD Operating LLC (“MRD Operating”) and Memorial Production Partners GP LLC (“MEMP GP”), which owns a 0.1% general partner interest and 50% of the incentive distribution rights in Memorial Production Partners LP (“MEMP”), and (2) its 99.9% membership interest in WildHorse Resources, LLC (“WildHorse Resources”). In addition, certain former management members of WildHorse Resources will contribute to us the remaining 0.1% membership interest in WildHorse Resources as well as exchange their incentive units in exchange for shares of common stock and cash consideration. At that time, we will be majority-owned by the group consisting of MRD Holdings and certain former management members of WildHorse Resources.

Following the completion of the offering, MRD LLC will retain and distribute to MRD Holdings (i) its interest in BlueStone Natural Resources Holdings, LLC (“BlueStone”), MRD Royalty LLC (“MRD Royalty”), MRD Midstream LLC (“MRD Midstream”) and Classic Pipeline & Gathering, LLC (“Classic Pipeline”), (ii) the MEMP subordinated units and (iii) the $32.8 million in cash (net of approximately $17.2 million to be used to pay PIK note interest on June 15, 2014) to be released from its debt service reserve account in connection with the redemption of the PIK notes (which we expect will be 30 days after the closing of this offering). We will reimburse MRD LLC for the approximately $17.2 million interest payment, or if this offering closes before June 15, 2014, we will make such interest payment, with borrowings under our new revolving credit facility.

After the closing of the redemption of the PIK notes and the termination of the PIK notes indenture (which will occur approximately 30 days after the closing date of this offering unless discharged earlier), MRD LLC will merge into MRD Operating LLC. Until the date of such merger, MRD LLC will perform under its current commercial contracts for our benefit, all amounts received under such contracts will be for our benefit and we will be responsible for all amounts owing under such contracts. At the time MRD LLC merges into MRD Operating LLC, MRD LLC’s sole assets will be commercial contracts entered into in the ordinary course of business and relating to the businesses owned by us.

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Prior to this offering MRD LLC controlled, and after this offering we will control, MEMP through the ownership of MEMP GP. MEMP is a publicly traded limited partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. Due to MRD LLC’s control of MEMP through the ownership of its general partner, MRD LLC is required to consolidate MEMP for accounting and financial reporting purposes. Although consolidated for accounting and financial reporting, MRD LLC and MEMP have independent capital structures. MRD LLC receives cash distributions from MEMP as a result of its partner interests and incentive distribution rights in MEMP, when declared and paid by MEMP.

Business Segments

MRD LLC has two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties:

• MRD—reflects all of MRD LLC’s consolidating subsidiaries except for MEMP and its subsidiaries.

• MEMP—reflects the consolidated and combined operations of MEMP and its subsidiaries.

Our reportable business segments are organized in a manner that reflects how management manages those business activities. We evaluate segment performance based on Adjusted EBITDA. For additional information regarding this financial measure, see “Summary Historical Consolidated and Combined Pro Forma Financial Data—Adjusted EBITDA.” For additional information regarding our predecessor’s reportable business segments, see the notes to our predecessor’s consolidated and combined financial statements found elsewhere in this prospectus.

Segment financial information has been retrospectively revised for the following common control transactions between MEMP and MRD LLC for comparability purposes:

• acquisition by MEMP of all the outstanding membership interests in Tanos Energy, LLC (“Tanos”) for a purchase price of approximately $77.4 million on October 1, 2013;

• acquisition by MEMP of all the outstanding membership interests in Prospect Energy, LLC for a purchase price of approximately $16.3 million on October 1, 2013;

• acquisition by MEMP of all the outstanding membership interests in WHT Energy Partners LLC (“WHT”) for a purchase price of approximately $200.0 million on March 28, 2013;

• acquisition by MEMP of certain assets from Classic in East Texas in May 2012 for a purchase price of approximately $27.0 million; and

• acquisition by MEMP of certain assets from Tanos in East Texas in April 2012 for a purchase price of approximately $18.5 million.

The MRD Segment is focused on the exploitation, development, and acquisition of natural gas, NGL and oil properties mainly in the Cotton Valley formation in North Louisiana and East Texas as well as the Rocky Mountains. These properties consist primarily of assets with extensive production histories, high drilling success rates, and significant horizontal redevelopment potential. The MRD Segment is focused on maintaining and growing its production and cash flow primarily through the development of its sizeable inventory.

The MEMP Segment is engaged in the acquisition, exploitation, development and production of oil and natural gas properties, with assets consisting primarily of producing oil and natural gas properties that are principally located in East Texas/North Louisiana, the Permian Basin, offshore Southern California, the Rockies, the Eagle Ford and South Texas. Most of the MEMP Segment’s properties are located in large, mature oil and natural gas reservoirs with well-known geologic characteristics and long-lived, predictable production profiles and modest capital requirements. The MEMP Segment is focused on generating stable cash flows, to allow MEMP to make quarterly cash distributions to its unitholders and, over time, to increase those quarterly cash distributions.

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Recent Developments

MRD Segment

• On February 28, 2014, WildHorse Resources repurchased net profits interests from an affiliate of NGP for $63.4 million after customary adjustments. These net profits interests were originally sold to the NGP affiliate upon the completion of certain acquisitions in 2010 by WildHorse Resources. The repurchase of the net profits interests was accounted for as a combination of entities under common control at historical cost in a manner similar to the pooling of interest method and our consolidated and combined financial statements presented herein have been retrospectively revised. As WildHorse Resources is the operator of the properties and sold the net profits interest to the affiliate of NGP in 2010, these net profits interests are accounted for as working interests in our consolidated and combined financial statements.

• On April 1, 2014, WildHorse Resources sold certain oil and natural gas properties in East Texas to MEMP for approximately $34.0 million in cash consideration, subject to customary post-closing adjustments.

MEMP Segment

• On March 25, 2014, MEMP acquired certain oil and natural gas properties in the Eagle Ford trend from Alta Mesa Holdings, LP for a purchase price of $173.0 million, subject to customary purchase price adjustments. The acquired properties are 100% non-operated.

• On April 1, 2014, MEMP acquired certain oil and natural gas properties in East Texas from WildHorse Resources for approximately $34.0 million in cash consideration, subject to customary post-closing adjustments.

Sources of Revenues

Both the MRD Segment’s and the MEMP Segment’s revenues are derived from the sale of natural gas and oil production, as well as the sale of NGLs that are extracted from natural gas during processing. Production revenues are derived entirely from the continental United States. Natural gas, NGL and oil prices are inherently volatile and are influenced by many factors outside their control. In order to reduce the impact of fluctuations in natural gas and oil prices on revenues, or to protect the economics of property acquisitions, both segments intend to periodically enter into derivative contracts with respect to a significant portion of their estimated natural gas and oil production through various transactions that fix the future prices received. These transactions may include price swaps whereby the applicable segment will receive a fixed price for production and pay a variable market price to the contract counterparty. Additionally, either segment may enter into costless collars, whereby the applicable segment receives the excess, if any, of the fixed floor over the floating rate or pay the excess, if any, of the floating rate over the fixed ceiling price. At the end of each period the fair value of these commodity derivative instruments are estimated and, because hedge accounting is not elected, the changes in the fair value of unsettled commodity derivative instruments are recognized in earnings at the end of each accounting period.

Principal Components of Cost Structure

• Lease operating expenses.    These are the day to day costs incurred to maintain production of our natural gas, NGLs and oil. Such costs include utilities, direct labor, water injection and disposal, materials and supplies, compression, repairs and workover expenses. Cost levels for these expenses can vary based on supply and demand for oilfield services.

• Production and ad valorem taxes.    These consist of severance and ad valorem taxes. Production taxes are paid on produced natural gas, NGLs and oil based on a percentage of market prices and at fixed per unit rates established by federal, state or local taxing authorities. Both the MRD and MEMP Segments take full advantage of all credits and exemptions in the various taxing jurisdictions where they operate. Ad valorem taxes are generally tied to the valuation of the oil and natural properties; however, these valuations are reasonably correlated to revenues, excluding the effects of any commodity derivative contracts.

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• Exploration expense.    These are geological and geophysical costs and include seismic costs, costs of unsuccessful exploratory dry holes and unsuccessful leasing efforts.

• Impairment of unproved and proved properties.    For unproved properties, these primarily include costs associated with lease expirations. Proved properties are impaired whenever the carrying value of the properties exceed their estimated undiscounted future cash flows.

• Depreciation, depletion and amortization.    Depreciation, depletion and amortization, or DD&A, includes the systematic expensing of the capitalized costs incurred to acquire, explore and develop natural gas, NGLs and oil. As a “successful efforts” company, all costs associated with acquisition and development efforts and all successful exploration efforts are capitalized, and these costs are allocated to each unit of production using the units of production method.

• General and administrative expense.    These costs include overhead, including payroll and benefits for employees, costs of maintaining headquarters, costs of managing production and development operations, compensation expense associated with incentive units, franchise taxes, audit and other professional fees, and legal compliance expenses. Certain of our and our predecessor’s employees hold incentive units in MRD LLC and/or, prior to the restructuring transactions, certain subsidiaries of MRD LLC, that may, upon vesting, entitle the holders to a disproportionate share of future distributions by MRD LLC to its members after all of the members that have made capital contributions to MRD LLC and/or certain subsidiaries have received cumulative distributions in respect of their membership interest equal to specified rates of return.

• Interest expense.    Both the MRD and MEMP Segments finance a portion of their working capital requirements and acquisitions with borrowings under revolving credit facilities and senior note issuances. As a result, both the MRD and MEMP Segments incur substantial interest expense that is affected by both fluctuations in interest rates and financing decisions. We expect to continue to incur significant interest expense as we continue to grow.

• Income tax expense.    MRD LLC, our predecessor, is a limited liability company not subject to federal income taxes. Accordingly, no provision for federal income taxes has been provided for in our historical results of operations because taxable income was passed through to MRD LLC’s members. Although we are a corporation under the Internal Revenue Code, subject to federal income taxes at a statutory rate of 35% of pretax earnings, we do not expect to report any income tax benefit or expense until the consummation of this offering.

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Results of Operations

Consolidated

Selected consolidated and combined results of operations for the years ended December 31, 2013 and 2012 are presented below and have been derived from our predecessor’s consolidated and combined financial statements included elsewhere in this prospectus. Also see our predecessor’s consolidated and combined financial statements and related notes included elsewhere in this prospectus for a description of our predecessor’s “previous owners.”

	For Year Ended December  31,
	2013			2012
	(in thousands)
Oil & natural gas sales	$	571,948		$	393,631
Lease operating		113,640			103,754
Exploration		2,356			9,800
Production and ad valorem taxes		27,146			23,624
Depreciation, depletion, and amortization		184,717			138,672
Impairment of proved oil and natural gas properties		6,600			28,871
General and administrative		125,358			69,187
(Gain) loss on commodity derivative instruments		(29,294	)		(34,905	)
(Gain) loss on sale of properties		(85,621	)		(9,761	)
Interest expense, net		69,250			33,238
Net income (loss)		151,332			26,997

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Our predecessor recorded net income of $151.3 million in 2013 compared to net income of $27.0 million in 2012. The increase in net income was primarily due to increases in revenues and gains on the sale of properties, partially offset by increases in DD&A, general and administrative expenses and interest expense.

• Oil and natural gas revenues were $571.9 million, an increase of $178.3 million from 2012. Production increased 28,062 MMcfe (approximately 37%) while the average realized sales price increased $0.31 per Mcfe. Production increases were primarily due to acquisitions and drilling activities in North Louisiana and East Texas. The favorable volume variance contributed to a $147.2 million increase in revenues and the favorable pricing variance contributed to a $31.1 million increase in revenues.

• The $46.0 million increase in DD&A expense was primarily due to increased production volumes related to acquisitions and drilling activities in North Louisiana and East Texas. Increased production volumes increased DD&A expense by $51.8 million, while a 3% decrease in the DD&A rate between periods decreased DD&A expense by $5.8 million.

• During 2013, BlueStone sold its remaining interests in certain properties in East Texas to a third party and recognized a gain of $89.5 million. This gain was partially offset by a loss of $6.8 million recorded by Black Diamond on the sale of certain of its Wyoming properties. During 2012, the previous owners of oil and gas properties acquired by MEMP recognized a gain of approximately $9.8 million related to the sale of properties in West Texas.

• Interest expense was $69.3 million in 2013, an increase of $36.0 million from 2012. The increase in interest expense was primarily due to higher levels of indebtedness as debt outstanding was $939.4 million at December 31, 2012 compared to $1,663.2 million at December 31, 2013.

Please see segment discussion below for further information regarding changes in other line items on a segment basis.

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MRD Segment

The MRD Segment’s consolidated and combined results of operations for the years ended December 31, 2013 and 2012 presented below have been derived from our predecessor’s consolidated and combined financial statements included elsewhere in this prospectus. Please see the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for information regarding business segments. The comparability of the results of operations among the periods presented is impacted by the following significant transactions:

• the sale by BlueStone of substantially all of its assets in July 2013 for approximately $117.9 million, which resulted in the recognition of a $89.5 million gain;

• the acquisition of oil and gas properties by WildHorse Resources in Louisiana in March 2013 for approximately $67.1 million; and

• the acquisition by WildHorse Resources of oil and gas properties in East Texas and North Louisiana in May 2012 for a net purchase price of approximately $77.5 million.

In addition to the transactions affecting comparability of the results of operations of the MRD Segment among the periods presented, the results of operations of the MRD Segment following the completion of this offering will be affected by incremental public company expenses and general and administrative costs.

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In connection with the closing of this offering and the restructuring transactions, we will acquire substantially all of MRD LLC’s assets other than BlueStone, MRD Royalty, MRD Midstream, Classic Pipeline, the MEMP subordinated units and the remaining cash held in the debt service reserve account established in connection with the issuance of the PIK notes. At December 31, 2013, BlueStone’s total assets were less than 1% of both our consolidated and MRD Segment total assets. BlueStone’s total revenues were approximately 3% of our consolidated total revenues and 7% of the MRD Segment’s total revenues for the year ended December 31, 2013. BlueStone’s production volumes were approximately 2% of our consolidated production volumes and 4% of the MRD Segment’s production volumes for the year ended December 31, 2013.

	For Year Ended December  31,
	2013			2012
	(in thousands)
Oil & natural gas sales	$	230,751		$	138,032
Lease operating		25,006			24,438
Exploration		1,226			7,337
Production and ad valorem taxes		9,362			7,576
Depreciation, depletion, and amortization		87,043			62,636
Impairment of proved oil and natural gas properties		2,527			18,339
General and administrative		81,758			38,414
(Gain) loss on commodity derivative instruments		(3,013	)		(13,488	)
(Gain) loss on sale of properties		(82,773	)		(2	)
Interest expense, net		27,349			12,802
Net income (loss)		82,243			(14,641	)
Natural gas and oil revenue:
Oil sales	$	66,961		$	35,264
NGL sales		53,881			36,611
Natural gas sales		109,909			66,157
Total natural gas and oil revenue	$	230,751		$	138,032
Production Volumes:
Oil (MBbls)		665			369
NGLs (MBbls)		1,457			898
Natural gas (MMcf)		34,092			24,130
Total (MMcfe)		46,819			31,731
Average net production (MMcfe/d)		128.3			86.7
Average sales price:
Oil (per Bbl)	$	100.76		$	95.56
NGL (per Bbl)		36.99			40.78
Natural gas (per Mcf)		3.22			2.74
Total (Mcfe)	$	4.93		$	4.35
Average unit costs per Mcfe:
Lease operating expense	$	0.53		$	0.77
Production and ad valorem taxes	$	0.20		$	0.24
General and administrative expenses	$	1.75		$	1.21
Depletion, depreciation, and amortization	$	1.86		$	1.97

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Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

The MRD Segment recorded net income of $82.2 million in 2013 compared to a net loss of $14.6 million in 2012. The increase in net income was primarily due to gains on sales of properties and increased production.

• Oil and natural gas revenues were $230.8 million in 2013, an increase of $92.7 million from 2012. Production increased 15,088 MMcfe (approximately 48%) while the average realized sales price increased $0.58 per Mcfe. Production volume increases were primarily due to acquisitions and drilling activities in the Cotton Valley formation in North Louisiana and East Texas. The favorable volume variance contributed to a $65.6 million increase in revenues, and the favorable pricing variance contributed to a $27.1 million increase in revenues.

• Lease operating expenses were $25.0 million in 2013, an increase in $0.6 million from 2012. This increase was primarily due to acquisitions and drilling activities in the Cotton Valley formation in North Louisiana and East Texas. However, on a per Mcfe basis, lease operating expenses decreased by $0.24 per Mcfe as certain items, such as direct labor and materials and supplies, generally remain relatively fixed across broad production volume ranges.

• The $24.4 million increase in DD&A expense was primarily due to increased production volumes related to acquisitions and drilling activities in the Cotton Valley formation in North Louisiana and East Texas. Increased production volumes increased DD&A expense by $29.8 million, while a 6% decrease in the DD&A rate between periods decreased DD&A expense by $5.4 million. On a per Mcfe basis, DD&A expense decreased by $0.11 per Mcfe from 2012 to 2013. An increase in proved reserve volumes more than offset the impact of increases to the depletable cost base.

Generally, if reserve volumes are revised up or down, then the DD&A rate per unit of production will change inversely. However, if the depletable base changes, then the DD&A rate moves in the same direction. Absolute or total DD&A, as opposed to the rate per unit of production, generally moves in the same direction as production volumes.

• During 2013 and 2012, the MRD Segment recorded impairments of $2.5 million and $18.3 million, respectively, primarily related to certain fields in East Texas. For these impairments, the estimated future cash flows expected from properties in these fields were compared to their carrying values and determined to be unrecoverable. Downward revisions due to performance and declines in natural gas prices triggered the 2013 and 2012 impairments, respectively.

• General and administrative expenses were $81.8 million in 2013, an increase of $43.3 million from 2012. The increase in general and administrative expenses was primarily due to growth in employees as a result of acquisitions and development activities and incentive unit compensation expense. General and administrative expenses during 2013 included recognition of approximately $43.3 million of compensation expense related to an incentive unit payments to certain key management members of certain MRD LLC subsidiaries compared to approximately $9.5 million recorded in 2012.

• Gains on commodity derivative instruments of $3.0 million were recognized during 2013, of which $12.2 million consisted of cash settlements received. Gains on commodity derivative instruments of $13.5 million were recognized during 2012, of which $30.2 million consisted of cash settlements received. The decrease in cash settlements received was primarily due to higher natural gas prices.

Given the volatility of commodity prices, it is not possible to predict future changes in fair value or cash settlements that will ultimately be realized upon settlement of the open positions in future years. If commodity prices at settlement are lower than the prices of the settled positions, the derivative contracts are expected to mitigate the otherwise negative effect on earnings of lower oil, natural gas and NGL prices. However, if commodity prices at settlement are higher than the prices of the settled positions, the derivative contracts are expected to dampen the otherwise positive effect on earnings of higher oil, natural gas and NGL prices and will, in this context, be viewed as having resulted in an opportunity cost.

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• During 2013, BlueStone entered into an agreement with a publicly traded third party to sell its remaining interest in certain properties in the Mossy Grove Prospect in Walker and Madison Counties located in East Texas and recognized a gain of $89.5 million. This gain was offset by a loss of $6.8 million recorded by Black Diamond on the sale of certain of its Wyoming oil and gas properties. During 2012, gains of less than $0.1 million were recognized by the MRD Segment.

• Net interest expense during 2013 was $27.3 million, including amortization of deferred financing fees of approximately $2.5 million and losses on interest rate swaps of $0.2 million. Net interest expense during 2012 was $12.8 million, including amortization of deferred financing fees of approximately $1.6 million and losses on interest rate swaps of $1.2 million. The increase in net interest expense is primarily the result of higher level of indebtedness during 2013 compared to 2012.

MEMP Segment

The MEMP Segment’s consolidated and combined results of operations for the years ended December 31, 2013 and 2012 presented below have been derived from MRD LLC’s consolidated and combined financial statements included elsewhere in this prospectus.

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The comparability of the results of operations among the periods presented is impacted by the following significant transactions:

• two separate third party acquisitions by MEMP of assets in East Texas in May and September 2012, respectively, for a net purchase price of approximately $126.9 million;

• the acquisition of working interests, royalty interests and net revenue interests located in the Permian Basin in July 2012 for a net purchase price of approximately $74.7 million; and

• multiple acquisitions of operated and non-operated interests in certain oil and natural gas properties primarily located in the Permian Basin for an aggregate net purchase price of $75.9 million.

	For Year Ended December  31,
	2013			2012
	(in thousands)
Oil & natural gas sales	$	341,197		$	255,608
Lease operating		88,893			80,116
Exploration		1,130			2,463
Production and ad valorem taxes		17,784			16,048
Depreciation, depletion, and amortization		97,269			76,036
Impairment of proved oil and natural gas properties		54,362			10,532
General and administrative		43,495			30,342
(Gain) loss on commodity derivative instruments		(26,281	)		(21,417	)
(Gain) loss on sale of properties		(2,848	)		(9,759	)
Interest expense, net		41,901			20,436
Net income		20,268			46,518
Natural gas and oil revenue:
Oil sales	$	171,095		$	145,103
NGL sales		51,215			26,647
Natural gas sales		118,887			83,858
Total natural gas and oil revenue	$	341,197		$	255,608
Production Volumes:
Oil (MBbls)		1,764			1,519
NGLs (MBbls)		1,632			745
Natural gas (MMcf)		35,924			29,744
Total (MMcfe)		56,303			43,329
Average net production (MMcfe/d)		154.3			118.4
Average sales price:
Oil (per Bbl)	$	96.98		$	95.54
NGL(per Bbl)		31.38			35.75
Natural gas (per Mcf)		3.31			2.82
Total (Mcfe)	$	6.06		$	5.90
Average unit costs per Mcfe:
Lease operating expense	$	1.58		$	1.85
Production and ad valorem taxes	$	0.32		$	0.37
General and administrative expenses	$	0.77		$	0.70
Depletion, depreciation, and amortization	$	1.73		$	1.75

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

MEMP recorded net income of $20.3 million in 2013 compared to income of $46.5 million 2012.

• Oil and natural gas revenues were $341.2 million in 2013, an increase of $85.6 million from 2012. Production increased 12,974 MMcfe (approximately 30%) while the average realized sales price increased

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$0.16 per Mcfe. The favorable volume variance contributed to a $76.6 million increase in revenues, whereas the favorable pricing variance contributed to a $9.0 million decrease in revenues.

• Lease operating expenses were $88.9 million in 2013, an increase of $8.8 million from 2012. Production and ad valorem taxes were $17.8 million in 2013, an increase of $1.7 million from 2012. Both lease operating expenses and production and ad valorem taxes increased primarily due to increased production volumes associated with properties acquired during both 2012 and 2013 and increased drilling activities.

• The increase in DD&A expense was primarily due to increased production volumes related to acquisitions in 2012 and 2013 and increased drilling activities. Increased production volumes caused DD&A expense to increase by $22.8 million, while a 1% change in the DD&A rate between periods caused DD&A expense to decrease by $1.5 million. An increase in proved reserve volumes more than offset the impact of increases to the depletable cost base.

• During 2013, MEMP recorded $54.4 million of impairments consisting of $50.3 million related to certain properties in East Texas and $4.1 million related to certain properties in South Texas. For the East Texas properties, the estimated future cash flows expected from these properties were compared to their carrying values and determined to be unrecoverable as a result of downward revisions of estimated proved reserves based upon updated well performance data. In South Texas, the estimated future cash flows expected from these properties were compared to their carrying values and determined to be unrecoverable as a result of a downward revision of estimated proved reserves based on pricing terms specific to these properties. During 2012, MEMP recorded impairments of $10.5 million primarily related to properties in the Permian Basin. The 2012 impairments were a result of downward revisions of estimated proved reserves due to unfavorable drilling results in the area.

• General and administrative expenses were $43.5 million in 2013, an increase of $13.2 million. The increase in general and administrative expenses was primarily due to growth in employees as a result of acquisitions and drilling activities. General and administrative expenses for 2013 included $3.6 million of non-cash unit-based compensation expense and $6.7 million of acquisition-related costs. General and administrative expenses for 2012 were $30.3 million and included $1.4 million of non-cash unit-based compensation expense and $4.1 million of acquisition-related costs.

• Net gains on commodity derivative instruments of $26.3 million were recognized during 2013, of which $19.9 million consisted of cash settlements. Net gains on commodity derivative instruments of $21.4 million were recognized during 2012, of which $44.1 million consisted of cash settlements. The decrease in cash settlements was primarily due to higher natural gas prices.

• During 2013, a gain of approximately $2.8 million was recorded due to the sale of certain non-operated properties in East Texas. During 2012, a gain of approximately $9.8 million was recognized related to the sale of properties in Garza and Ector Counties in Texas.

• Net interest expense during 2013 was $41.9 million, including amortization of deferred financing fees of approximately $5.8 million and gains on interest rate swaps of $1.5 million. Net interest expense during 2012 was $20.4 million, including amortization of deferred financing fees of approximately $0.6 million and losses on interest rate swaps of $4.0 million. The increase in net interest expense is primarily the result of higher level of indebtedness during 2013 compared to 2012.

Liquidity and Capital Resources

Although results are consolidated for financial reporting, the MRD and MEMP Segments operate with independent capital structures. With the exception of cash distributions paid to the MRD Segment by the MEMP Segment related to MEMP partnership interests held by MRD LLC, the cash needs of each segment have been met independently with a combination of operating cash flows, asset sales, credit facility borrowings and the issuance of equity. We expect that the cash needs of each of the MRD Segment and the MEMP Segment will continue to be met independently of each other with a combination of these funding sources.

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MRD Segment

Historically, the primary sources of liquidity have been through borrowings under credit facilities, capital contributions from NGP and certain members of management, borrowings under a second lien term loan facility, asset sales, including dropdowns to MEMP, and net cash provided by operating activities. The primary use of cash has been for the exploration, development and acquisition of natural gas, NGLs and oil properties. As we pursue reserve and production growth, we continually monitor what capital resources, including equity and debt financings, are available to meet future financial obligations, planned capital expenditure activities and liquidity requirements. The future success in growing proved reserves and production will be highly dependent on the capital resources available. As of December 31, 2013, we had 1,582 identified gross potential horizontal well locations, which will take many years to develop. Additionally, the proved undeveloped reserves will require an estimated $1.3 billion of development capital over the next five years according to our reserve report as of December 31, 2013. A significant portion of this capital requirement will be funded out of operating cash flows. However, we may be required to generate or raise significant capital to conduct drilling activities on these identified potential well locations and to finance the development of proved undeveloped reserves.

We expect that the primary sources of liquidity and capital resources after the consummation of this offering will be cash flows generated by operating activities and borrowings under revolving credit facilities. We will also have the ability to issue additional equity and debt as needed through private or public offerings.

After the completion of this offering, we believe our cash flows provided by operating activities and availability under our revolving credit facility will provide us with the financial flexibility and wherewithal to meet our cash requirements, including normal operating needs, and pursue our currently planned 2014 development drilling activities. However, future cash flows are subject to a number of variables, including the level of natural gas production and prices, and significant additional capital expenditures will be required to more fully develop our properties and acquire additional properties. We cannot assure you that operations and other needed capital will be available on acceptable terms, or at all.

Capital Budget

During 2013, we invested approximately $190 million of capital at the MRD Segment to drill 31 gross (21.3 net) wells. A substantial portion of our development program is focused on horizontal drilling of liquids rich wells in the Terryville Complex, where we spent approximately $163 million in capital expenditures to drill 15 gross (12.1 net) horizontal wells during 2013.

In 2014, we have budgeted a total of $316 million to drill and complete 46 gross (39 net) operated wells and to participate in 12 gross (1.1 net) non-operated wells. We expect to fund our 2014 development primarily from cash flows from operations. The majority of our drilling locations and our 2014 development program are focused on the Terryville Complex, where we plan to invest $264 million on drilling and completing 33 gross (28 net) horizontal wells and 2 gross (2.0 net) vertical wells. We plan to run four to five rigs during 2014 targeting primarily our four primary zones within the Cotton Valley — the Upper Red, Lower Red, Lower Deep Pink and Upper Deep Pink. Total vertical depth of these zones ranges from 8,200 to 11,200 feet.

In our East Texas properties in the Joaquin Field, we plan to spend development capital of $36 million running one rig to drill 8 gross (6 net) horizontal wells targeting the Cotton Valley formation at vertical depths of 6,000 to 10,000 feet.

In our Rockies & Other area, we plan to spend $12 million of development capital, primarily in the Tepee Field in the Piceance Basin in Colorado focused on completing 3 wells drilled in fourth quarter of 2013 and running 1 rig to drill an additional 3 operated wells. We also plan to spend an additional $4 million to participate in 12 horizontal wells operated by SandRidge Energy in the Mississippian oil play of Northern Oklahoma.

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Cash Flows from Operating, Investing and Financing Activities

The following tables summarize both consolidated/combined and segment cash flows from operating, investing and financing activities for the periods indicated. For information regarding the individual components of our cash flow amounts, see the Statements of Consolidated and Combined Cash Flows included elsewhere in this prospectus.

Consolidated & Combined

	For Year Ended December 31,
	2013		2012
Net cash provided by operating activities	$	277,823	$	240,404
Net cash used in investing activities		367,443		606,738
Net cash provided by financing activities		117,950		361,761

MRD Segment

	For Year Ended December 31,
	2013			2012
	(unaudited)
Net cash provided by operating activities	$	83,910		$	84,172
Net cash used in investing activities
Acquisition of oil and gas properties	$	(67,098	)	$	(83,055	)
Additions to oil and gas properties		(198,340	)		(165,203	)
Additions to other property and equipment		(2,432	)		(1,267	)
Equity investments in MEMP Segment		(521	)		(206	)
Distributions received from MEMP Segment related to partnership interests		26,006			19,263
Additions to restricted cash		(49,347	)		—
Proceeds from the sale of oil and gas properties to third parties		151,187			—
Proceeds from the sale of MEMP common units		135,012			—
Other		—			(3	)
Net cash used in investing activities	$	(5,533	)	$	(230,471	)
Net cash provided by financing activities
Advances on revolving credit facilities	$	174,400		$	228,450
Payments on revolving credit facilities		(280,500	)		(129,750	)
Borrowings under second lien term loan		325,000			—
Proceeds from the issuance of PIK notes		343,000			—
Loan origination fees		(20,267	)		(1,276	)
Purchase of noncontrolling interests in consolidated subsidiaries		(13,865	)		—
Contribution from NGP affiliate		—			7,033
Contributions from MEMP Segment		180,260			29,280
Distributions to noncontrolling interests		(7,446	)		—
Distributions to MEMP Segment		—			(1,900	)
Distributions to Funds		(732,362	)		—
Distributions made by previous owners		(2,590	)		(2,317	)
Other cash transfers from MEMP Segment		—			3,751
Other		(4,593	)		—
Net cash (used in) provided by financing activities	$	(38,963	)	$	133,271

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Operating Activities.    Net cash flows provided by operating activities were $83.9 million in 2013 compared to $84.2 million in 2012. Although production volumes increased 15,088 MMcfe (approximately 48%), net cash flows from operating activities were impacted by $43.3 million of compensation expense recognized in 2013 related to incentive unit payments, which was an increase of $33.8 million from 2012.

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Investing Activities.    Cash used in investing activities was $5.5 million during 2013 compared to $230.5 million in 2012. Cash used for the acquisition of oil and gas properties was $67.1 million in 2013 compared to $83.1 million in 2012. The 2013 acquisition was for certain properties located in Louisiana that were purchased in March 2013. The 2012 acquisitions consisted primarily of properties located in East Texas and North Louisiana.

Cash used for additions to oil and gas properties was $198.3 million in 2013 compared to $165.2 million in 2012. The additions in both 2013 and 2012 consisted primarily of drilling and completion activities focused on the Cotton Valley formation in North Louisiana and East Texas.

Distributions of $26.0 million were received in 2013 from MEMP related to the common and subordinated units owned by MRD LLC as compared to $19.3 million received in 2012. In November 2013, MRD LLC sold 7,061,294 MEMP common units in a public offering, which generated net proceeds of $135.0 million.

Proceeds from the sale of oil and gas properties totaled $151.2 million in 2013. In May 2013, Black Diamond sold certain of its Wyoming properties for approximately $33.0 million. In July 2013, BlueStone sold its interest in certain properties located in Walker and Madison Counties in East Texas for approximately $117.9 million. There were no sales of oil and gas properties in 2012.

Additions to restricted cash totaled $49.3 million and were primarily related to the $50.0 million debt service reserve established in connection with the issuance of the PIK notes in December 2013.

Financing Activities.    Cash used in financing activities was $39.0 million in 2013 compared to cash provided by financing activities of $133.3 million in 2012. Net payments under revolving credit facilities were $106.1 million in 2013 compared to net borrowings of $98.7 million in 2012. In June 2013, WildHorse Resources received gross proceeds of $325.0 million under its second lien term loan and in December 2013, MRD LLC received gross proceeds of $343.0 million related to the issuance of the PIK notes. Deferred financing costs were $20.3 million in 2013 compared to $1.3 million in 2012. The increase in deferred financing costs was primarily due to the WildHorse second lien term loan and the PIK notes.

In November 2013, MRD LLC purchased the noncontrolling interests in Black Diamond, Classic GP and Classic for $13.9 million of consideration.

Cash received from the MEMP Segment in 2013 related to the sale of assets from the MRD Segment to the MEMP Segment was $180.3 million compared to $29.3 million.

Distributions to the Funds during 2013 were $732.4 million. From time to time, MRD LLC has made distributions of cash to the Funds. The timing and amount of these cash distributions is within the discretion of the board of managers of MRD LLC and is based, in part, upon available cash, the performance of its business, and other relevant factors. In 2013, substantially all of the cash distributed to the Funds was sourced from long term borrowings or sales of assets or equity in MEMP. The sources to fund these distributions primarily included $225.0 million from the WildHorse second lien term loan, $210.0 million from the December 2013 PIK notes, $63.8 million from the sale of properties to third parties, $125.0 million from the sale of properties to MEMP and $105.0 million from the sale of 7,061,294 MEMP common units that MRD LLC owned. Distributions to noncontrolling interests and previous owners totaled $15.9 million in 2013 compared to $2.3 million in 2012.

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MEMP Segment

	For Year Ended December  31,
	2013			2012
	(unaudited)
Net cash provided by operating activities	$	193,697		$	156,844
Net cash used in investing activities:
Acquisition of oil and natural gas properties	$	(38,664	)	$	(277,623	)
Additions to oil and gas properties		(161,675	)		(107,789	)
Additions to other property and equipment		(238	)		(1,748	)
Additions to restricted investments		(5,361	)		(4,599	)
Proceeds from the sale of oil and gas properties		4,525			34,521
Other		—			29
Net cash used in investing activities	$	(201,413	)	$	(357,209	)
Net cash provided by financing activities
Advances on revolving credit facilities	$	958,355		$	391,000
Payments on revolving credit facilities		(1,485,537	)		(121,819	)
Proceeds from the issuances of senior notes		688,563			—
Loan origination fees		(20,908	)		(2,225	)
Contributions from previous owners		7,233			44,072
Contribution from NGP affiliate		2,013			38,125
Contribution from general partner		521			206
Contributions from MRD Segment		—			1,900
Net proceeds from public equity offering		490,138			194,304
Distributions to partners		(96,643	)		(34,436	)
Distributions to MRD Segment		(180,260	)		(29,280	)
Distributions to NGP affiliates		(355,495	)		(242,174	)
Distributions made by previous owners		(2,552	)		(26,455	)
Other cash transfers to MRD Segment		—			(3,751	)
Other		(9,013	)		(646	)
Net cash provided by financing activities	$	(3,585	)	$	208,821

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Operating Activities.    Key drivers of net operating cash flows are commodity prices, production volumes and operating costs. Net cash flows provided by operating activities increased during 2013 primarily due to an increase in production volumes as a result of acquisitions and increased drilling activities. Cash flows provided by operating activities at the MEMP Segment are used primarily to fund distributions to its partners and additions to oil and gas properties. The previous owners primarily used cash flows provided by operating activities to fund its exploration and development expenditures.

Investing Activities.    Cash used in investing activities during 2013 was $201.4 million, of which $38.7 million was used to acquire oil and gas properties located in Wyoming and East Texas and $161.7 million was used for additions to oil and gas properties. Cash used in investing activities during 2012 was $357.2 million, of which $277.6 million was used to acquire oil and gas properties and $107.8 million was used for additions to oil and gas properties. The 2012 acquisitions included $126.9 million of acquisitions in East Texas and $150.7 million of acquisitions in the Permian Basin.

Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with the offshore Southern California oil properties. For the years ended December 31, 2013 and 2012, additions to restricted investments were $5.4 million and $4.6 million, respectively.

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Proceeds from the sale of oil and gas properties were $4.5 million in 2013 compared to $34.5 million in 2012. The 2013 sales primarily consisted of certain non-operated properties in East Texas while the 2012 sales primarily consisted of certain properties in Garza and Ector counties located in West Texas.

Financing Activities.    Cash used in financing activities was $3.6 million in 2013 compared to cash provided by financing activities of $208.8 million in 2012.

MEMP generated total net proceeds of $490.1 million from two separate equity offerings in 2013 compared to $194.3 million in 2012. In March 2013, MEMP issued 9,775,000 common units to the public at an offering price of $18.35 per unit generating net proceeds of approximately $171.8 million. In October 2013, MEMP issued 16,675,000 common units to the public at an offering price of $19.90 per unit generating net proceeds of approximately $318.3 million. In December 2012, MEMP generated net proceeds of $194.3 million from a public offering of common units.

MEMP completed a private placement of 7.625% senior notes due 2021 (the “Senior Notes”) with two additional issuances during 2013. MEMP issued $300.0 million aggregate principal amount of the Senior Notes at 98.521% of par in April 2013, an additional $100.0 million aggregate principal amount at 102.0% of par in May 2013 and an additional $300.0 million aggregate principal amount at 97.0% of par in October 2013. Total proceeds, net of discounts, from the issuance of the Senior Notes were $688.6 million during 2013.

Distributions to partners were $96.6 million during the year ended December 31, 2013 compared to $34.4 million during the year ended December 31, 2012 due to increases in both declared distribution rates per unit and increases in the number of outstanding units. Distributions to the MRD Segment totaled $180.3 million in 2013 compared to $29.3 million in 2012. These distributions were primarily associated with the acquisition of assets by MEMP from the MRD Segment. Distributions to NGP affiliates were $355.5 million in 2013 compared to $242.2 million in 2012. The 2013 distribution was associated with the acquisition of assets by MEMP from certain affiliates of NGP in October 2013. The 2012 distribution was associated with the acquisition of assets located offshore Southern California from an affiliate of NGP.

The previous owners received contributions of $7.2 million during 2013 compared to $44.1 million during 2012. Distributions made by the previous owners totaled $2.6 million in 2013 compared to $26.5 million in 2012.

MEMP had net payments of $527.2 million during 2013 related to revolving credit facilities. Borrowings under revolving credit facilities were used primarily to fund distributions associated with acquisitions of oil and gas properties from affiliates of NGP. Proceeds from the issuance of the Senior Notes and common unit public equity offerings were used to repay borrowings under MEMP’s revolving credit facility. During 2012, MEMP had net borrowings of $269.2 million related to revolving credit facilities. These borrowings were primarily used to fund distributions associated with acquisitions of oil and gas properties from affiliates of NGP. Deferred financing costs of $20.9 million were incurred during 2013 associated with both the Senior Notes and MEMP’s revolving credit facility compared to $2.2 million incurred in 2012 related to revolving credit facilities.

Debt Agreements—MRD Segment

New Revolving Credit Facility

Concurrently with the closing of this offering, we anticipate that we will enter into a             -year $2.0 billion senior secured revolving credit facility with an initial borrowing base of $         million. We intend to redeem the PIK notes and repay all outstanding indebtedness under WildHorse Resources’ credit agreements (discussed below) with net proceeds generated from this offering and borrowings under our new credit agreement.

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MRD LLC Revolving Credit Agreement (Terminated) & PIK Notes (To Be Redeemed 30 Days After Closing)

On July 13, 2012, MRD LLC entered into a two-year $50.0 million senior secured revolving credit facility with an initial borrowing base of $35.0 million. MRD LLC pledged 7,061,294 MEMP common units and 5,360,912 MEMP subordinated units as security under the credit facility as well as its oil and gas properties and certain other assets of MRD LLC. On November 20, 2012, MRD LLC entered into a first amendment to its credit agreement, which among other things: (i) increased the aggregate maximum credit to $1.0 billion (ii) increased the borrowing base to $120.0 million and (iii) extended the maturity date to November 20, 2016. On April 25, 2013, MRD LLC entered into a second amendment to its credit agreement, which among other things: (i) increased the borrowing base to $170.0 million and (ii) designated Tanos together with its consolidating subsidiaries as additional guarantors.

On October 1, 2013, Tanos and its consolidating subsidiaries were removed as guarantors and the borrowing base was reduced to $120.0 million. On November 1, 2013, MRD LLC entered into a third amendment to its credit agreement, which among other things: (i) designated Black Diamond together with its consolidating subsidiaries as additional guarantors, (ii) reduced the borrowing base to $100.0 million, and (iii) permitted second lien indebtedness. On November 22, 2013, the borrowing base was automatically reduced to $60.0 million upon MRD LLC’s sale of 7,061,294 MEMP common units in a secondary offering. On December 18, 2013, indebtedness then outstanding under the revolving credit facility of $59.7 million and all accrued interest were paid off in full and the revolving credit facility was terminated in connection with the issuance of the PIK notes discussed below.

On December 18, 2013, the MRD Issuers completed a private placement of $350.0 million in aggregate principal amount of the PIK notes. The PIK notes were issued at 98% of par and will mature on December 15, 2018. Net proceeds from the private offering were used: (i) to repay all indebtedness then outstanding under MRD LLC’s then-existing revolving credit facility, (ii) to establish a cash reserve of $50.0 million for the payment of interest on the PIK notes, (iii) to pay a $210.0 million distribution to the Funds, and (iv) for general company purposes.

Interest on the PIK notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2014. Subject to conditions in the indenture governing the PIK notes, MRD LLC is required to pay interest on the PIK notes in cash or through issuing additional notes (such an issuance, “PIK Interest”). The interest rate on the PIK notes is 10.00% per annum for interest paid in cash or 10.75% per annum for PIK Interest. Any PIK Interest will be paid by issuing additional notes having the same terms as the PIK notes. PIK notes are subject to optional redemption at prices specified in the indenture plus accrued and unpaid interest, if any. The MRD Issuers may also be required to repurchase the PIK notes upon a change of control.

At the time the PIK notes were issued, all of MRD LLC’s subsidiaries other than MEMP and BlueStone and each of their respective subsidiaries were designated as restricted subsidiaries. The indenture governing the PIK notes contains customary covenants and restrictive provisions that apply to both MRD LLC and its restricted subsidiaries, many of which will terminate if at any time no default exists under the indenture and the PIK notes receive an investment grade rating from both of two specified ratings agencies. The PIK notes are fully and unconditionally guaranteed on a senior unsecured basis by all of MRD LLC’s restricted subsidiaries, except MEMP GP and WildHorse Resources.

WildHorse Resources is party to credit arrangements (discussed below) consisting of a credit agreement and a second lien term loan, which credit arrangements impose significant restrictions on WildHorse Resources, including limitations on WildHorse Resources’ ability to distribute cash to MRD LLC. For example, distributions from WildHorse Resources to MRD LLC are subject to certain conditions under WildHorse Resources’ credit arrangements and are limited to the lesser of (i) 50% of WildHorse Resources’ net income from July 1, 2013 together with, among other things, capital contributions and returns on investments and (ii) the lesser of (x) 50%

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of WildHorse Resources’ net income for the four fiscal quarters preceding any such distribution and (y) $45,000,000. WildHorse Resources’ credit arrangements also include other restrictions, including restrictions on WildHorse Resources’ ability to enter into transactions with its affiliates, including MRD LLC.

The indenture also provides for customary and other events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency, all outstanding PIK notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding PIK notes may declare all the PIK notes to be due and payable immediately.

Contemporaneous with the closing of this offering, we will issue a redemption notice to the holders of the PIK notes pursuant to which we will redeem all outstanding PIK notes 30 days after the delivery of such notice. On the redemption date, we will pay all principal and any applicable premium and accrued and unpaid interest on such notes with a portion of the net cash proceeds of this offering. Until the redemption date or any earlier discharge date of the PIK notes, we will use the amount to be paid to the holders of those notes to temporarily reduce amounts outstanding under our new revolving credit facility. We will be subject to the provisions of the PIK notes indenture until the redemption date or any earlier discharge date. If the closing of this offering occurs after June 15, 2014, we will reimburse MRD LLC for the approximately $17.2 million of interest paid by MRD LLC in respect of the PIK notes on June 15th.

WildHorse Resources Revolving Credit Facility and Second Lien Facility (To Be Terminated At Closing)

On May 12, 2010, WildHorse Resources entered into a revolving credit facility. Borrowings under the amended revolving credit facility are secured by liens on substantially all of WildHorse Resources’ properties, but in any event, not less than 80% of the total value of the WildHorse Resources’ oil and natural gas properties.

On April 3, 2013, WildHorse Resources entered into an amended and restated credit agreement. The new revolving credit facility provides for aggregate maximum credit amounts at any time of $1.0 billion, consisting of borrowings and letters of credit and has an initial borrowing base of $300.0 million. The new revolving credit facility matures on April 13, 2018. The borrowing base is subject to redetermination on at least a semi-annual basis. Borrowings under the revolving credit facility are secured by liens on substantially all of WildHorse Resources’ properties, but in any event, not less than 80% of the total value of the WildHorse Resources’ oil and natural gas properties.

On June 13, 2013, WildHorse Resources entered into a $325.0 million second lien term loan agreement that matures on December 13, 2018. No amount of second lien term loans once repaid may be reborrowed. Borrowings bear interest, at the borrower’s option, at either: (i) the Alternative Base Rate (as defined within each credit facility) plus 5.25% per annum or (ii) the applicable LIBOR plus 6.25% per annum. Borrowings under the second lien term loan agreement are secured by second-priority liens on substantially all of WildHorse Resources’ properties, but in any event, not less than 80% of the total value of the WildHorse Resources’ oil and natural gas properties. The priority of the security interests in the collateral and related creditors’ rights is set forth in an intercreditor agreement. The second lien term loan agreement contains customary affirmative and negative covenants, restrictive provisions and events of default.

On June 13, 2013, WildHorse Resources borrowed $325.0 million under its second lien term loan agreement and used such borrowings to reduce outstanding indebtedness under its revolving credit facility and to pay a one-time special $225.0 million distribution to MRD LLC. This $225.0 million distribution was subsequently distributed to the Funds.

In connection with the closing of this Offering, we anticipate that the WildHorse Resources’ revolving credit facility and second lien term loan will be repaid in full and terminated.

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Black Diamond Revolving Credit Facility (Terminated)

On July 27, 2011, the Black Diamond entered into a second amended and restated revolving credit facility, which extended the maturity date of the original agreement to May 9, 2015. Borrowings under the revolving credit facility are collateralized by Black Diamond’s oil and natural gas properties. On November 1, 2013, the Black Diamond revolving credit facility was terminated. There was no indebtedness outstanding or accrued interest payable on such date.

Debt Agreements—MEMP Segment

MEMP Revolving Credit Facility & Senior Notes

On December 14, 2011, Memorial Production Operating LLC (“OLLC”), a wholly-owned subsidiary of MEMP, entered into multi-year $1.0 billion senior secured revolving credit facility with an initial borrowing base of $300.0 million. A sixth amendment to the credit agreement was entered into on September 26, 2013, which among other things: (i) increased the facility from $1.0 billion to $2.0 billion and (ii) increased the borrowing base from $480.0 million to $920.0 million upon the closing of MEMP’s $603.0 million acquisition that closed October 1, 2013. On October 10, 2013, borrowing base was automatically reduced by $75.0 million in conjunction with the issuance of additional senior notes as discussed below in accordance with the terms of the credit facility. Borrowings under the revolving credit facility are secured by liens on substantially all of MEMP’s properties, but in any event, not less than 80% of the total value of MEMP’s oil and natural gas properties, and all of MEMP’s equity interests in OLLC and any future guarantor subsidiaries (other than San Pedro Bay Pipeline Company) and all of MEMP’s other assets including personal property. Additionally, borrowings under the revolving credit facility bear interest, at MEMP’s option, at: (i) the Alternative Base Rate defined as the greatest of (x) the prime rate as determined by the administrative agent, (y) the federal funds effective rate plus 0.50%, and (z) the one-month adjusted LIBOR plus 1.0% (adjusted upwards, if necessary, to the next 1/100th of 1%), in each case, plus a margin that varies from 0.50% to 1.50% per annum according to the borrowing base usage (which is the ratio of outstanding borrowings and letters of credit to the borrowing base then in effect), (ii) the applicable LIBOR plus a margin that varies from 1.50% to 2.50% per annum according to the borrowing base usage, or (iii) the applicable LIBOR Market Index plus a margin that varies from 1.75% to 2.75% per annum according to the borrowing base usage. The unused portion of the borrowing base will be subject to a commitment fee that varies from 0.375% to 0.50% per annum according to the borrowing base usage.

On April 17, 2013, MEMP and Finance Corp. completed a private placement of $300.0 million aggregate principal amount of 7.625% senior unsecured notes due 2021 (the “Senior Notes”). The Senior Notes were issued at 98.521% of par and are fully and unconditionally guaranteed (subject to customary release provisions) on a joint and several basis by all of the MEMP’s subsidiaries (other than Finance Corp., which is co-issuer of the Senior Notes, and certain immaterial subsidiaries). On May 23, 2013, the Issuers issued an additional $100.0 million aggregate principal amount of the Senior Notes at 102% of par. The Senior Notes will mature on May 1, 2021 with interest accruing at a rate of 7.625% per annum and payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2013. The Senior Notes are governed by an indenture. The Senior Notes are subject to optional redemption at prices specified in the indenture plus accrued and unpaid interest, if any. The Issuers may also be required to repurchase the Senior Notes upon a change of control. The indenture contains customary covenants and restrictive provisions, many of which will terminate if at any time no default exists under the indenture and the Senior Notes receive an investment grade rating from both of two specified ratings agencies. The indenture also provides for customary and other events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to either of the Issuers, all outstanding Senior Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately. The Issuers have agreed pursuant to registration rights agreements to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement with respect to the Senior Notes no later than April 17, 2014.

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Previous Owner Revolving Credit Facilities (Terminated)

On October 1, 2013, the debt balance then outstanding under the Boaz and Crown revolving credit facilities and all accrued interest was paid off in full and these revolving credit facilities were terminated. On October 1, 2013, the debt balance then outstanding under the Stanolind and Propel Energy revolving credit facilities and all accrued interest was paid off in full by MEMP on behalf of Stanolind and Propel Energy, respectively.

Contractual Obligations

In the table below, we set forth MRD LLC’s consolidated and combined contractual obligations as of December 31, 2013. The contractual obligations that will actually be paid in future periods may vary from those reflected in the table because the estimates and assumptions are subjective.

	Payments Due by Period (in thousands)
Contractual Obligations	Total		2014		2015 - 2016		2017 - 2018		Beyond 2018
Revolving credit facility(1)
MRD Segment	$	203,100	$	—	$	—	$	203,100	$	—
MEMP Segment		103,000		—		—		103,000		—
Estimated interest payments(2)
MRD Segment		20,242		4,671		9,342		6,229		—
MEMP Segment		14,227		3,348		6,695		4,184		—
Notes and Second Lien Term Loan(3)
MRD Segment		973,500		59,700		119,400		794,400		—
MEMP Segment		1,100,313		53,375		106,750		106,750		833,438
Asset retirement obligations(4)
MRD Segment		12,150		90		1,818		2,775		7,467
MEMP Segment		99,619		—		1,878		6,373		91,368
Decommissioning Trust Agreement(5)
MRD Segment		—		—		—		—		—
MEMP Segment		12,392		2,042		10,350		—		—
Operating leases
MRD Segment		16,340		1,840		4,153		5,091		5,256
MEMP Segment		3,985		549		976		410		2,050
Compression services
MRD Segment		583		572		11		—		—
MEMP Segment		6,507		6,507		—		—		—
Drilling services
MRD Segment		20,323		20,323		—		—		—
MEMP Segment		—		—		—		—		—
Processing Plant Demand Fees
MRD Segment		118,182		19,347		51,606		47,229		—
MEMP Segment		—		—		—		—		—
Total	$	2,704,463	$	172,364	$	312,979	$	1,279,541	$	939,579

(1) Represents the scheduled future maturities of principal amounts outstanding for the periods indicated. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for information regarding our revolving credit facilities.

(2) Estimated interest payments are based on the principal amount outstanding under revolving credit facilities at December 31, 2013. In calculating these amounts, we applied the weighted-average interest rate during 2013 associated with such debt. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for the weighted-average variable interest rate charged during 2013 under these credit facilities. In addition, the estimate of payments for interest gives effect to interest rate swap agreements that were in place at December 31, 2013.

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(3) Represents the scheduled future interest payments and principal payments on the PIK notes, the Senior Notes and the WildHorse Resources second lien term loan. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for information regarding debt agreements.

(4) Asset retirement obligations represent estimated discounted costs for future dismantlement and abandonment costs. These obligations are recorded as liabilities on our December 31, 2013 balance sheet. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for additional information regarding our asset retirement obligations.

(5) Pursuant to a Bureau of Ocean Energy Management decommissioning trust agreement, the Partnership is required to fund a trust account to comply with supplemental regulatory bonding requirements related to decommissioning obligations for the offshore Southern California production facilities. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for additional information.

Critical Accounting Policies and Estimates

Natural Gas and Oil Properties

We use the successful efforts method of accounting to account for our natural gas and oil properties. Under this method, costs of acquiring properties, costs of drilling successful exploration wells, and development costs are capitalized. The costs of exploratory wells are initially capitalized pending a determination of whether proved reserves have been found. At the completion of drilling activities, the costs of exploratory wells remain capitalized if a determination is made that proved reserves have been found. If no proved reserves have been found, the costs of each of the related exploratory wells are charged to expense. In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and evaluation of the wells. The costs of such exploratory wells are expensed if a determination of proved reserves has not been made within a twelve-month period after drilling is complete. Exploration costs such as geological, geophysical, and seismic costs are expensed as incurred.

As exploration and development work progresses and the reserves on these properties are proven, capitalized costs attributed to the properties are subject to depreciation and depletion. Depletion of capitalized costs is provided using the units-of-production method based on proved natural gas and oil reserves related to the associated field. Capitalized drilling and development costs of producing natural gas and oil properties are depleted over proved developed reserves and leasehold costs are depleted over total proved reserves.

On the sale or retirement of a complete or partial unit of a proved property or pipeline and related facilities, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and any gain or loss is recognized.

Proved Natural Gas and Oil Reserves

The estimates of proved natural gas and oil reserves utilized in the preparation of the consolidated and combined financial statements are estimated in accordance with the rules established by the SEC and the FASB. These rules require that reserve estimates be prepared under existing economic and operating conditions using a trailing 12-month average price with no provision for price and cost escalations in future years except by contractual arrangements. We intend to use NSAI to prepare a reserve report as of December 31 of each year for a vast majority of our proved reserves and to prepare internal estimates of our proved reserves as of June 30 of each year.

Reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. Oil and gas properties are depleted by field using the units-of-production method. It is possible that, because of changes in market conditions or the inherent imprecision of reserve estimates, the estimates of future cash inflows, future gross revenues, the amount of natural gas and oil reserves, the remaining estimated lives of natural gas and oil properties, or any combination of the above may be increased or reduced. Increases in recoverable economic volumes generally reduce per unit depletion rates while decreases in recoverable economic volumes generally increase per unit depletion rates.

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A decline in proved reserves may result from lower market prices, which may make it uneconomical to drill for and produce higher cost fields. In addition, a decline in proved reserve estimates may impact the outcome of our assessment of oil and gas producing properties for impairment.

Impairments

Proved natural gas and oil properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties, such as a downward revision of the reserve estimates, less than expected production, drilling results, higher operating and development costs, or lower commodity prices. The estimated undiscounted future cash flows expected in connection with the property are compared to the carrying value of the property to determine if the carrying amount is recoverable. If the carrying value of the property exceeds its estimated undiscounted future cash flows, the carrying amount of the property is reduced to its estimated fair value using Level 3 inputs. The factors used to determine fair value include, but are not limited to, estimates of proved reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and gas properties.

Asset Retirement Obligations

An asset retirement obligation associated with retiring long-lived assets is recognized as a liability on a discounted basis in the period in which the legal obligation is incurred and becomes determinable, with an equal amount capitalized as an addition to natural gas and oil properties, which is allocated to expense over the useful life of the asset. Generally, oil and gas producing companies incur such a liability upon acquiring or drilling a well. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. Upon settlement of the liability, a gain or loss is recognized to the extent the actual costs differ from the recorded liability.

Incentive Units

The governing documents of MRD LLC and certain of MRD LLC’s subsidiaries, including WildHorse Resources and BlueStone, provide for the issuance of incentive units. The incentive units are subject to performance conditions that affect their vesting. Compensation cost is recognized only if the performance condition is probable of being satisfied at each reporting date.

WildHorse Resources, BlueStone and MRD LLC have each granted incentive units to certain of its members who were key employees at the time of grant. Holders of incentive units are entitled to distributions ranging from 10% to 31.5% when declared, but only after cumulative distribution thresholds (payouts) have been achieved. Payouts are generally triggered after the recovery of specified members’ capital contributions plus a rate of return.

Vesting of incentive units is generally dependent upon an explicit service period, a fundamental change as defined in the respective governing document, and achievement of payout. All incentive units not vested are forfeited if an employee is no longer employed. All incentive units will be forfeited if a holder resigns whether the incentive units are vested or not. If the payouts have not yet occurred, then all incentive units, whether or not vested, will be forfeited automatically (unless extended).

Revenue Recognition

Revenue from the sale of natural gas and oil is recognized when title passes, net of royalties due to third parties. Natural gas and oil revenues are recorded using the sales method. Under this method, revenues are recognized based on actual volumes of natural gas and oil sold to purchasers, regardless of whether the sales are proportionate to our ownership in the property. An asset or a liability is recognized to the extent that we have an

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imbalance in excess of our proportionate share of the remaining recoverable reserves on the underlying properties.

Derivative Instruments

Commodity derivative financial instruments (e.g., swaps, floors, collars, and put options) are used to reduce the impact of natural gas and oil price fluctuations. Interest rate swaps are used to manage exposure to interest rate volatility, primarily as a result of variable rate borrowings under credit facilities. Every derivative instrument is recorded in the balance sheet as either an asset or liability measured at its fair value. Changes in the derivative’s fair value are recognized currently in earnings as we have not elected hedge accounting for any of our derivative positions.

Income Tax

Our predecessor is organized as a pass-through entity for federal income tax purposes. As a result, members are responsible for federal income taxes on their share of our taxable income. Certain of our predecessor’s consolidated subsidiaries are taxed as corporations and subject to federal income taxes. Our predecessor is also subject to the Texas margin tax and certain aspects of the tax make it similar to an income tax as the tax is assessed on 1% of taxable margin apportioned to operations in Texas. Deferred taxes arise due to temporary differences between the financial statement carrying value of existing assets and liabilities and their respective tax basis.

Our predecessor must recognize the tax effects of any uncertain tax positions it may adopt if the position taken is more likely than not sustainable based on its technical merits. If a tax position meets such criteria, the tax effect that would be recognized by us would be the largest amount of benefit with more than a 50% chance of being realized. There were no uncertain tax positions that required recognition in the financial statements at December 31, 2013 or 2012.

Upon closing of the offering, we will be treated as a taxable C corporation and will be subject to federal and certain state income taxes. Accordingly, a pro forma income tax provision has been disclosed as if our predecessor was a taxable corporation for all periods presented. A pro forma effective tax rate of 36.06% and 35.39% was used for the years ended December 31, 2013 and 2012, respectively. If MRD LLC had affected the change in tax status on December 31, 2013, MRD LLC would have recognized a deferred tax liability of approximately $114.9 million primarily related to the tax basis of its long-lived assets being less than its book basis in those assets. MRD LLC would not have recognized any material deferred tax assets.

Unaudited Pro Forma Earnings Per Share

MRD LLC has presented pro forma earnings per share for all periods presented. Pro forma net income (loss) per basic and diluted share is determined by dividing the pro forma net income (loss) by the number of common shares expected to be outstanding immediately following the Offering.

Off–Balance Sheet Arrangements

As of December 31, 2013, we had no off–balance sheet arrangements.

Recently Issued Accounting Pronouncements

For a discussion of recent accounting pronouncements that will affect us, see the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus.

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Emerging Growth Company

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.

Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading.

Commodity Price Risk

Our cash flow from operations is subject to many variables, the most significant of which is the volatility of natural gas and oil prices. Natural gas and oil prices are determined primarily by prevailing market conditions, which are dependent on regional and worldwide economic activity, weather and other factors beyond our control. Our future cash flow from operations will depend on the prices of natural gas and oil and our ability to maintain and increase production through acquisitions and exploitation and development projects.

To reduce the impact of fluctuations in natural gas and oil prices on our revenues, or to protect the economics of property acquisitions, we periodically enter into derivative contracts with respect to a portion of our projected natural gas and oil production through various transactions that fix the future prices received. These transactions may include price swaps, whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pays the excess, if any, of the floating rate over the fixed ceiling price. These hedging activities are intended to support natural gas and oil prices at targeted levels and to manage our exposure to natural gas and oil price fluctuations. We do not enter derivative contracts for speculative trading purposes. Our revolving credit facility contains various covenants and restrictive provisions which, among other things, limit our ability to enter into commodity price hedges exceeding a certain percentage of production.

For additional information regarding the volumes of our production covered by commodity derivative contracts and the average prices at which production is hedged as of December 31, 2013 and December 31, 2012, see the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus as well as the tables below.

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At December 31, 2013, the MRD Segment had the following open commodity positions:

	2014			2015			2016			2017
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (MMBtu)		1,190,000			880,000			670,000			520,000
Weighted-average fixed price	$	4.10		$	4.19		$	4.32		$	4.45
Collar contracts:
Average Monthly Volume (MMBtu)		330,000			130,000			—			—
Weighted-average floor price	$	4.09		$	4.00		$	—		$	—
Weighted-average ceiling price	$	5.24		$	4.64		$	—		$	—
Basis swaps:
Average Monthly Volume (MMBtu)		270,000			180,000			220,000			200,000
Spread	$	(0.07	)	$	(0.09	)	$	(0.08	)	$	(0.08	)
Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		18,000			6,000			—			—
Weighted-average fixed price	$	91.66		$	88.50		$	—		$	—
Collar contracts:
Average Monthly Volume (Bbls)		8,000			2,000			—			—
Weighted-average floor price	$	85.00		$	85.00		$	—		$	—
Weighted-average ceiling price	$	117.50		$	101.35		$	—		$	—
NGL Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		18,000			—			—			—
Weighted-average fixed price	$	64.27			—			—			—

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At December 31, 2013, the MEMP Segment had the following open commodity positions:

	2014			2015			2016		2017		2018		2019
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (MMBtu)		2,575,458			2,145,278			2,342,442		2,230,067		2,060,000		1,814,583
Weighted-average fixed price	$	4.34		$	4.30		$	4.42	$	4.31	$	4.52	$	4.77
Collar contracts:
Average Monthly Volume (MMBtu)		340,000			350,000			—		—		—		—
Weighted-average floor price	$	4.93		$	4.62		$	—	$	—	$	—	$	—
Weighted-average ceiling price	$	6.12		$	5.80		$	—	$	—	$	—	$	—
Call spreads(1):
Average Monthly Volume (MMBtu)		120,000			80,000			—		—		—		—
Weighted-average sold strike price	$	5.08		$	5.25		$	—	$	—	$	—	$	—
Weighted-average bought strike price	$	6.31		$	6.75		$	—	$	—	$	—	$	—
Basis swaps:
Average Monthly Volume (MMBtu)		2,822,083			—			—		—		—		—
Spread	$	(0.09	)	$	—		$	—	$	—	$	—	$	—
Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		136,444			148,281			142,313		130,600		122,000		40,000
Weighted-average fixed price	$	95.82		$	93.07		$	86.85	$	85.96	$	85.62	$	85.00
Collar contracts:
Average Monthly Volume (Bbls)		23,000			5,000			—		—		—		—
Weighted-average floor price	$	82.83		$	80.00		$	—	$	—	$	—	$	—
Weighted-average ceiling price	$	105.31		$	94.00		$	—	$	—	$	—	$	—
Basis swaps:
Average Monthly Volume (Bbls)		57,292			57,500			—		—		—		—
Spread	$	(9.21	)	$	(9.73	)	$	—	$	—	$	—	$	—
NGL Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		118,500			112,800			—		—		—		—
Weighted-average fixed price	$	36.23		$	35.04		$	—	$	—	$	—	$	—

(1) These transactions were entered into for the purpose of eliminating the ceiling portion of certain collar arrangements, which effectively converted the applicable collars into swaps.

At December 31, 2012, the MRD Segment had the following open commodity positions:

	2013			2014			2015
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (MMBtu)		961,000			540,000			210,000
Weighted-average fixed price	$	4.08		$	3.96		$	4.09
Collar contracts:
Average Monthly Volume (MMBtu)		661,000			430,000			130,000
Weighted-average floor price	$	4.61		$	4.18		$	4.00
Weighted-average ceiling price	$	5.56		$	5.10		$	4.64
Basis swaps:
Average Monthly Volume (MMBtu)		230,000			230,000			390,000
Spread	$	(0.09	)	$	(0.09	)	$	(0.09	)

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	2013		2014		2015
Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		6,000		—		—
Weighted-average fixed price	$	98.44	$	—	$	—
Collar contracts:
Average Monthly Volume (Bbls)		22,750		14,000		2,000
Weighted-average floor price	$	84.66	$	87.86	$	85.00
Weighted-average ceiling price	$	108.89	$	111.34	$	101.35
NGL Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		28,500		2,000		—
Weighted-average fixed price	$	54.12	$	84.00	$	—

At December 31, 2012, the MEMP Segment had the following open commodity positions:

	2013			2014			2015		2016		2017		2018
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (MMBtu)		1,017,672			1,462,125			1,156,112		1,113,275		1,020,067		900,000
Weighted-average fixed price	$	4.35		$	4.38		$	4.28	$	4.53	$	4.30	$	4.75
Collar contracts:
Average Monthly Volume (MMBtu)		1,014,000			340,000			350,000		—		—		—
Weighted-average floor price	$	4.76		$	4.93		$	4.62	$	—	$	—	$	—
Weighted-average ceiling price	$	5.82		$	6.12		$	5.80	$	—	$	—	$	—
Call spreads(1):
Average Monthly Volume (MMBtu)		430,000			120,000			80,000		—		—		—
Weighted-average sold strike price	$	4.59		$	5.08		$	5.25	$	—	$	—	$	—
Weighted-average bought strike price	$	5.84		$	6.31		$	6.75	$	—	$	—	$	—
Basis swaps:
Average Monthly Volume (MMBtu)		813,432			1,318,750			—		—		—		—
Spread	$	(0.11	)	$	(0.09	)	$	—	$	—	$	—	$	—
Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		70,632			35,102			12,031		11,013		10,000		—
Weighted-average fixed price	$	103.32		$	94.27		$	90.29	$	90.39	$	88.30	$	—
Collar contracts:
Average Monthly Volume (Bbls)		36,750			52,158			50,000		44,000		42,000		—
Weighted-average floor price	$	84.73		$	90.51		$	89.00	$	85.00	$	85.00	$	—
Weighted-average ceiling price	$	108.07		$	107.03		$	103.31	$	103.40	$	99.00	$	—
Call contracts:
Average Monthly Volume (Bbls)		10,000			—			—		—		—		—
Weighted-average fixed price	$	115.00		$	—		$	—	$	—	$	—	$	—
NGL Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		30,805			16,300			—		—		—		—
Weighted-average fixed price	$	53.19		$	58.91		$	—	$	—	$	—	$	—

(1) These transactions were entered into for the purpose of eliminating the ceiling portion of certain collar arrangements, which effectively converted the applicable collars into swaps.

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Interest Rate Risk

Periodically, we enter into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates such as those in our credit agreement to fixed interest rates. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for additional information regarding fixed-for-floating interest rate swap open positions as of December 31, 2013 and December 31, 2012 as well as the tables below.

At December 31, 2013, we had the following interest rate swap open positions:

Credit Facility	2014			2015			2016
MEMP:
Average Monthly Notional (in thousands)	$	173,958		$	280,833		$	150,000
Weighted-average fixed rate		1.306	%		1.416	%		1.193	%
Floating rate		1 Month LIBOR			1 Month LIBOR			1 Month LIBOR
WildHorse Resources:
Average Monthly Notional (in thousands)	$	118,750		$	100,000		$	—
Weighted-average fixed rate		0.773	%		0.758	%		—
Floating rate		1 Month LIBOR			1 Month LIBOR			—

At December 31, 2012, we had the following interest rate swap open positions:

Credit Facility	2013			2014			2015			2016
MEMP:
Average Monthly Notional (in thousands)	$	162,500		$	150,000		$	150,000		$	150,000
Weighted-average fixed rate		1.148	%		1.193	%		1.193	%		1.193	%
Floating rate		1 Month LIBOR			1 Month LIBOR			1 Month LIBOR			1 Month LIBOR
WildHorse Resources:
Average Monthly Notional (in thousands)	$	150,667		$	118,750		$	100,000		$	—
Weighted-average fixed rate		0.779	%		0.773	%		0.758	%		—
Floating rate		1 Month LIBOR			1 Month LIBOR			1 Month LIBOR			—
Tanos:
Average Monthly Notional (in thousands)	$	30,000		$	—		$	—		$	—
Weighted-average fixed rate		1.362	%		—			—			—
Floating rate		1 Month LIBOR			—			—			—
WHT:
Average Monthly Notional (in thousands)	$	75,000		$	25,000		$	—		$	—
Weighted-average fixed rate		1.510	%		1.510	%		—			—
Floating rate		1 Month LIBOR			1 Month LIBOR			—			—
Previous Owners:
Average Monthly Notional (in thousands)	$	11,500			5,750		$	—		$	—
Weighted-average fixed rate		0.500	%		0.500	%		—			—
Floating rate		1 Month LIBOR			1 Month LIBOR			—			—

Counterparty and Customer Credit Risk

Our principal exposures to credit risk are through receivables resulting from commodity derivatives and the sale of our oil and gas production, which we market to energy companies.

By using derivative instruments that are not traded on an exchange to hedge exposures to changes in commodity prices, we expose ourselves to the credit risk of our counterparties. Credit risk is the potential failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates the credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are

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creditworthy financial institutions deemed by management as competent and competitive market-makers. The creditworthiness of our counterparties is subject to periodic review. As of December 31, 2013, all of our derivative contracts are with major financial institutions who are also lenders under our revolving credit facilities. See the Notes to the Consolidated and Combined Financial Statements included elsewhere in this prospectus for additional information.

We are also subject to credit risk due to the concentration of our natural gas and oil receivables with several significant customers. We do not require our customers to post collateral, and the inability of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

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BUSINESS

MRD LLC has two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties:

• MRD—reflects all of MRD LLC’s consolidating subsidiaries except for MEMP.

• MEMP—reflects the consolidated and combined operations of MEMP.

Because we control MEMP through our ownership of its general partner, its business and operations are consolidated with ours for financial reporting purposes, even though we own a minority of its partner interests. As a result, our financial statements and notes thereto included elsewhere in this prospectus consolidate MEMP’s business and assets with ours. However, except where expressly noted to the contrary, the following discussion of our business, operations and assets and the use of the terms “we”, “our” and “us” excludes MEMP’s business, operations and assets. See “—MEMP” for information regarding MEMP’s business and assets. In addition, because BlueStone will not be included in the assets that MRD LLC will contribute to us in connection with the restructuring transactions, unless stated otherwise, the information in this section does not include BlueStone.

We are an independent natural gas and oil company focused on the exploitation, development, and acquisition of natural gas, NGL and oil properties with a majority of our activity in the Terryville Complex of North Louisiana, where we are targeting overpressured, liquids-rich natural gas opportunities in multiple zones in the Cotton Valley formation. Our total leasehold position is 347,458 gross (205,818 net) acres, of which 60,041 gross (51,522 net) acres are in what we believe to be the core of the Terryville Complex. We are focused on creating shareholder value primarily through the development of our sizeable horizontal inventory.

MEMP is engaged in the acquisition, exploitation, development and production of oil and natural gas properties, with assets consisting primarily of producing oil and natural gas properties that are principally located in East Texas/North Louisiana, the Permian Basin, offshore Southern California, the Rockies, the Eagle Ford and South Texas. Most of MEMP’s properties are located in large, mature oil and natural gas reservoirs with well-known geologic characteristics and long-lived, predictable production profiles and modest capital requirements. MEMP is focused on generating stable cash flows, to allow MEMP to make quarterly cash distributions to its unitholders and, over time, to increase those quarterly cash distributions.

MRD

Overview

As of December 31, 2013, we had 1,582 gross (1,091 net) identified horizontal drilling locations, of which over 1,431 gross (994 net) identified horizontal drilling locations are located in the Terryville Complex. These total net identified horizontal drilling locations represent an inventory of over 32 years based on our expected 2014 drilling program. We believe our inventory to be repeatable and capable of generating high returns based on the extensive production history in the area, the results of our horizontal wells drilled to date, and the consistent reservoir quality across multiple target formations. As of December 31, 2013, we had estimated proved, probable and possible reserves of approximately 1,126 Bcfe, 800 Bcfe and 1,711 Bcfe, respectively. As of such date, we operated 98% of our proved reserves, 71% of which were natural gas. For the three months ended December 31, 2013, 45% of our pro forma MRD Segment revenues were attributable to natural gas production, 28% to NGLs and 27% to oil. For the year ended December 31, 2013, we generated pro forma MRD Segment Adjusted EBITDA of $159 million and pro forma net income of $     million, and made pro forma total capital expenditures of $203 million, including $70 million for wells coming online in 2014. Please see “—Summary Historical Consolidated and Combined Pro Forma Financial Data—Adjusted EBITDA” for an explanation of the basis for the pro forma presentation and our use of Adjusted EBITDA to measure the MRD Segment’s profitability.

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Our average net daily production for the three months ended December 31, 2013 was 137 MMcfe/d (approximately 70% natural gas, 22% NGLs and 8% oil) and our reserve life was 23 years. As of December 31, 2013, we produced from 95 horizontal wells and 800 vertical wells. The Terryville Complex represented 83% of our total net production for the three months ended December 31, 2013. Our estimated average net daily production for the period from April 1 through April 30, 2014 was 179 MMcfe/d, of which 73% was from natural gas. Our estimated average net daily production from our properties in the Terryville Complex for the same period was 141 MMcfe/d, or 79% of our total production. In the Terryville Complex, we have completed and brought online six additional horizontal wells since January 1, 2014, bringing our total number of producing horizontal wells to 27 in our primary formations. The 24-hour initial production rates of our four most recent wells averaged 26.6 MMcfe/d.

The following chart provides information regarding our production growth and the increasing proportion of our horizontal well production since the beginning of 2012.

Our Properties

Cotton Valley—Overview

The Cotton Valley formation extends across East Texas, North Louisiana and Southern Arkansas. The formation has been under development since the 1930s and is characterized by thick, multi-zone natural gas and oil reservoirs with well-known geologic characteristics and long-lived, predictable production profiles. Over 21,000 vertical wells have been completed throughout the play. In 2005, operators started redeveloping the Cotton Valley using horizontal drilling and advanced hydraulic fracturing techniques. To date, operators have drilled over 600 horizontal Cotton Valley wells. Some large, analogous redevelopment projects in the Cotton Valley include the Nan-Su-Gail Field in Freestone County, East Texas, where over 40 horizontal wells have been drilled by operators such as Devon Energy Corporation and Marathon Oil Corporation, and the Carthage Complex in Panola County, East Texas, where operators such as ExxonMobil Corporation, ConocoPhillips and Anadarko Petroleum Corporation have drilled over 153 horizontal wells.

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Cotton Valley—Terryville Complex Horizontal Redevelopment

We are currently engaged in the horizontal redevelopment of the Terryville Complex in Lincoln Parish, Louisiana utilizing horizontal drilling and completion techniques similar to those employed at the Nan-Su-Gail Field, Carthage Complex in East Texas and other major resource plays across the United States. We have assembled a largely contiguous acreage position in the Terryville Complex of approximately 60,041 gross (51,522 net) acres as of December 31, 2013. The majority of our current and planned development is focused in and around what we believe to be the core of the Terryville Complex.

We entered the Terryville Complex via an acquisition from Petrohawk Energy Corporation in April 2010, with the goal of redeveloping the field with horizontal drilling and modern completion techniques. Since that acquisition, we have completed multiple bolt-on acquisitions and in-fill leases to build our current position. We believe the Terryville Complex, which has been producing since 1954, is one of North America’s most prolific natural gas fields, characterized by high recoveries relative to drilling and completion costs, high initial production rates with high liquids yields, long reserve life, multiple stacked producing zones, available infrastructure and a large number of service providers.

After initially drilling eight vertical pilot wells in the Terryville Complex, we commenced a horizontal drilling program in 2011 to further delineate and define our position. In 2013, we shifted our operational focus to full-scale horizontal redevelopment of the Terryville Complex, going from two rigs to four rigs by the end of that year. Additionally, in the fourth quarter of 2013, we moved to drilling on multi-well pads that allow us to more efficiently drill wells and control costs as we develop our stacked pay zones. We intend to dedicate approximately $264 million of our $316 million drilling and completion budget in 2014 to develop multiple zones within the Terryville Complex, where we expect to drill and complete 35 gross (30 net) wells. Our horizontal redevelopment program in the Terryville Complex will be focused on increasing our well performance and recoveries.

Within the Terryville Complex, as of December 31, 2013, we had 945 Bcfe, 688 Bcfe and 1,643 Bcfe of estimated proved, probable and possible reserves, respectively, and a drilling inventory consisting of 1,431 gross (994 net) identified horizontal drilling locations, including 91 gross (72 net) drilling locations to which we have attributed proved undeveloped reserves as of December 31, 2013. Since initiating our horizontal drilling program in 2011, we have drilled 27 gross (22.0 net) horizontal wells, growing our gross daily production in the Terryville Complex by 304% from 53.0 MMcfe/d for the three months ended March 31, 2010 to 214.0 MMcfe/d for the month ended April 30, 2014. For the three months ended December 31, 2013, 42% of our revenues from the Terryville Complex were attributable to natural gas, 29% to NGLs and 29% to oil. Within the Terryville Complex, on a proved reserves basis, we operate approximately 99% of our existing acreage and hold an average working interest of approximately 74% across our acreage. Our high operating control allows us to more efficiently and economically manage the redevelopment of this extensive resource.

We believe seismic data, as well as information gathered from the results of our existing 275 vertical and 27 horizontal wells throughout the field, support the existence of at least ten stacked pay zones across the Terryville Complex. Our redevelopment program currently targets four of the stacked pay zones in the Cotton Valley formation—zones we term the Upper Red, Lower Red, Lower Deep Pink and Upper Deep Pink, all of which we are developing with horizontal wells through pad drilling. These four zones have an overall thickness ranging from 400 to 890 feet across our acreage position. We believe the overpressured nature of this section of the Cotton Valley formation is highly productive when accessed through horizontal drilling and fracture stimulation technologies. These qualities, when combined with the liquids-rich nature of the natural gas, high initial rates of production and competitive well costs, produce what we believe to be amongst the highest rate of return wells in the nation. Further, there are additional opportunities for redevelopment in the zones above the four main zones. NSAI has allocated over $1 billion PV-10 and 677 Bcfe to our possible reserve category for the redevelopment of these additional zones. Please see “—Reserves.”

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The table below details certain information on estimated ultimate recoveries and production for the 27 horizontal wells currently producing in the Terryville Complex. Our well results have shown consistency in initial production, decline rates and estimated ultimate recovery. The consistency of these results gives us confidence that the full-scale redevelopment of the Terryville Complex we began in 2013 will be successful as we move from four to five rigs in 2014.

			Producing Wells																												Gross Wellhead Flow Rates After Processing
	Lateral Length (Feet)		EUR(2)											EUR Bcfe/ 1,000’		First Production		Days Producing		CumulativeProduction											(MMcfe/d)(3)(4)								D&C ($MM)
Well Name(1)			Bcfe		%Gas			%NGL			%Oil									Bcfe		%Gas			%NGL			%Oil			0-30		0-90		91-180		181-360
Upper Red Zone
LD Barnett 23H-2		4,015		13.6		69	%		27	%		4	%		3.4		1/30/2012		821		4.6		71	%		24	%		5	%		14.5		12.0		7.7		5.6		6.7
Colquitt 20 17H-1		4,357		11.2		80	%		18	%		2	%		2.6		7/30/2012		639		3.8		82	%		17	%		2	%		17.5		12.6		7.2		5.1		7.7
Dowling 22 15H-1		5,376		16.8		75	%		23	%		2	%		3.1		9/22/2012		585		5.1		80	%		18	%		3	%		16.3		15.6		11.1		8.2		8.8
Nobles 13H-1		4,216		11.6		66	%		23	%		11	%		2.8		11/17/2012		529		4.2		66	%		21	%		13	%		21.5		16.7		9.9		6.5		7.8
Sidney McCullin 16 21H-1		4,604		16.9		75	%		22	%		2	%		3.7		1/19/2013		466		4.4		81	%		16	%		3	%		17.4		14.2		10.8		8.4		8.1
Wright 14 11 HC-1		5,250		18.0		68	%		26	%		6	%		3.4		5/27/2013		338		4.4		65	%		28	%		8	%		19.6		18.1		16.1				8.8
BF Fallin 22 15H-1		5,122		15.6		73	%		24	%		3	%		3.0		6/17/2013		317		3.1		74	%		22	%		4	%		14.8		13.7		11.8				7.5
Dowling 20 17H-1		4,327		8.9		73	%		25	%		2	%		2.1		7/22/2013		282		2.0		77	%		20	%		3	%		15.2		11.0		5.7				10.7
Gleason 31H-1		3,692		2.5		92	%		8	%		–			0.7		8/12/2013		261		0.5		92	%		8	%		–			3.5		2.7		1.8				9.4
Burnett 26H-1		2,405		4.2		71	%		25	%		4	%		1.7		9/22/2013		220		0.9		70	%		26	%		4	%		6.9		5.5		3.3				6.6
Drewett 17 8H-1		4,010		14.0		67	%		23	%		10	%		3.5		11/13/2013		168		2.6		61	%		28	%		11	%		22.1		18.7						7.7
Wright 13 12 HC-2		6,009		18.1		69	%		23	%		8	%		3.0		12/21/2013		130		2.4		78	%		10	%		12	%		22.7		19.3						8.0
LA Minerals 15 22H-2		5,814		N/A		N/A			N/A			N/A			N/A		1/21/2014		99		1.6		NA			NA			NA			18.1		16.7						9.3
TL McCrary 14 11 HC-5		5,875		N/A		N/A			N/A			N/A			N/A		4/14/2014		16		0.4		NA			NA			NA											7.8
Wright 13 24 HC-1		6,678		N/A		N/A			N/A			N/A			N/A		4/14/2014		16		0.4		NA			NA			NA											8.9
Wright 13 24 HC-3		6,606		N/A		N/A			N/A			N/A			N/A		4/14/2014		16		0.4		NA			NA			NA											7.6
Lower Red Zone
TL McCrary 14H-1		4,544		12.8		70	%		27	%		3	%		2.8		5/1/2012		729		4.0		73	%		23	%		4	%		14.4		11.7		8.3		5.4		7.7
Nobles 13H-2		4,060		9.2		70	%		25	%		5	%		2.3		11/17/2012		529		3.1		69	%		22	%		8	%		16.0		11.9		8.4		5.2		7.8
LA Methodist Orphanage 14H-1		3,637		12.1		70	%		24	%		6	%		3.3		2/15/2013		439		3.5		70	%		22	%		8	%		13.9		13.0		9.7		6.3		9.1
Dowling 21 16H-1		4,590		9.4		77	%		21	%		1	%		2.0		3/18/2013		408		2.5		84	%		14	%		2	%		13.0		10.1		6.5		4.5		6.6
Drewett 17 8H-2		3,700		3.7		69	%		24	%		7	%		1.0		11/13/2013		168		0.8		64	%		29	%		7	%		8.7		6.2						6.8
Wright 13 12 HC-1		5,409		8.2		68	%		22	%		10	%		1.5		12/21/2013		130		1.3		77	%		10	%		13	%		14.7		11.3						9.1
LA Minerals 15 22H-1		5,926		N/A		N/A			N/A			N/A			N/A		1/21/2014		99		1.1		NA			NA			NA			13.8		11.1						8.0
Wright 13 24 HC-4		6,518		N/A		N/A			N/A			N/A			N/A		4/14/2014		16		0.3		NA			NA			NA											10.3
Lower Deep Pink Zone
LA Methodist Orphanage 14H-2		3,550		12.2		68	%		24	%		8	%		3.4		2/15/2013		439		3.1		68	%		21	%		10	%		14.2		11.6		7.6		5.6		6.1
Wright 13 12 HC-3		5,706		6.3		69	%		23	%		8	%		1.1		12/21/2013		130		1.1		79	%		10	%		12	%		12.4		9.3						7.1
Wright 13 12 HC-4		5,010		5.0		69	%		22	%		9	%		1.0		12/21/2013		130		1.0		78	%		10	%		12	%		11.8		8.7						6.1
Averages
All Wells		4,852		11.0		72	%		23	%		5	%		2.5				301		2.3		74	%		19	%		7	%		14.9		12.2		8.4		6.1		8.0
Upper Red		4,897		12.6		73	%		22	%		5	%		2.7				306		2.6		75	%		20	%		6	%		16.2		13.6		8.5		6.8		8.2
Lower Red		4,798		9.2		71	%		24	%		5	%		2.2				315		2.1		73	%		20	%		7	%		13.5		10.7		8.2		5.4		8.2
Lower Deep Pink		4,755		7.8		69	%		23	%		9	%		1.8				233		1.7		75	%		14	%		11	%		12.8		9.9		7.6		5.6		6.4

(1) The majority of the wells in this table are included within our proved developed producing reserve category in our reserve report as of December 31, 2013. LA Minerals 15 22H-1, LA Minerals 15 22H-2, TL McCrary 14 11 HC-5, Wright 13 24 HC-1, Wright 13 24 HC-3 and Wright 13 24 HC-4 each started producing in 2014 so they have not been included in the year-end reserve report.

(2) EUR represents the Estimated Ultimate Recovery or sum of total gross remaining reserves attributable to each location in our reserve report and cumulative sales from such location. EUR is shown on a combined basis for oil/condensates, gas and NGLs, after the effects of processing.

(3) Production data is as of April 30, 2014 and shown gross on a combined basis after the effects of processing.

(4) Periodic flow rates start on day 4, with days 1 through 3 used to allow clean up associated with well completion. The 30-day flow rates therefore start on day 4 and continue 30 days to day 33 and the 90-day flow rates go from day 4 to day 93.

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East Texas

We own and operate approximately 54,337 gross (42,894 net) acres as of December 31, 2013 in Texas, where we are currently producing primarily from the Cotton Valley, Travis Peak and Bossier formations and targeting the Cotton Valley formation for future development. From January 1, 2011 through December 31, 2013, we have drilled and completed 28 gross (10.3 net) wells and are operating one rig in East Texas as of December 31, 2013. In 2014, we plan to invest $36 million to drill and complete 8 gross (6 net) wells in East Texas in the Joaquin Field of Panola and Shelby Counties. As of December 31, 2013, we had approximately 108 gross identified horizontal drilling locations in East Texas, including 54 gross (43 net) drilling locations to which we have attributed proved undeveloped reserves as of December 31, 2013. For the three months ended December 31, 2013, our average net daily production from our East Texas properties was 21 MMcfe/d, of which 76% was natural gas. Within our East Texas properties, on a proved reserves basis, we operate approximately 94% of our existing properties.

Rockies & Other

We own approximately 162,375 gross (66,191 net) acres as of December 31, 2013 in our Rockies & Other region and for the three months ended December 31, 2013 our average net daily production from this region was 1 MMcfe/d. In 2014, we plan to operate one rig and invest $12 million to drill 3 gross (3 net) vertical wells in the Tepee Field of the Piceance Basin targeting the Mancos and Williams Fork formations. We also plan to invest $4 million to participate in 12 gross horizontal wells (1.1 net) operated by SandRidge Energy Inc. in the Mississippian oil play of Northern Oklahoma. As of December 31, 2013, we had approximately 174 gross identified vertical drilling locations in the Tepee Field in our Rockies & Other area.

Reserves

Our estimates of proved reserves are prepared by NSAI, and our estimates of probable and possible reserves are prepared by our management and audited by NSAI. As of December 31, 2013, we had 1,126 Bcfe, 800 Bcfe and 1,711 Bcfe of estimated proved, probable and possible reserves, respectively. As of this date, our proved reserves were 71% gas and 29% NGLs and oil. Additionally, the PV-10 of our proved reserves was $1,469 million, the PV-10 for our probable reserves was $1,052 million and the PV-10 for our possible reserves was $2,386 million. The following table provides summary information regarding our estimated proved, probable and possible reserves data by area based on our reserve report and our average net daily production by area for the three months ended December 31, 2013:

	Proved Total (Bcfe)		% Gas			% Developed			Proved PV-10 (in millions)(1)		Probable Total (Bcfe)(2)		Probable PV-10 (in millions)(1)		Possible Total (Bcfe)(2)		Possible PV-10 (in millions)(1)		Average Net Daily Production MMcfe/d
Terryville Complex		945		71	%		33	%	$	1,341		688	$	1,032		1,643	$	2,383		115
East Texas		175		75	%		29	%		110		109		18		66		3		21
Rockies & Other		6		49	%		100	%		18		2		2		2		1		1
Total		1,126		71	%		33	%	$	1,469		800	$	1,052		1,711	$	2,386		137

(1) In this prospectus, we have disclosed our PV-10 based on our reserve report. PV-10 is a non-GAAP financial measure and represents the period-end present value of estimated future cash inflows from our natural gas and crude oil reserves, less future development and production costs, discounted at 10% per annum to reflect timing of future cash flows and using SEC pricing assumptions in effect at the end of the period. SEC pricing for natural gas and oil of $3.67 per Mcf and $93.42 per Bbl was based on the unweighted average of the first-day-of-the-month prices for each of the twelve months preceding December 2013. PV-10 differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves. Because PV-10 estimates of probable and possible reserves are more uncertain than PV-10 and standardized estimates of proved reserves, but have not been adjusted for risk due to that uncertainty, they may not be comparable with each other. Nonetheless, we believe that PV-10 estimates for reserve categories other than proved present useful information for investors about the future net cash flows of our reserves in the absence of a comparable GAAP measure such as standardized measure. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. In addition, investors should be

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cautioned that estimates of PV-10 for probable and possible reserves, as well as the underlying volumetric estimates, are inherently more uncertain of being recovered and realized than comparable measures for proved reserves, and that the uncertainty for possible reserves is even more significant. Our PV-10 estimates of proved reserves and our standardized measure are equivalent because, prior to the completion of this offering, we were not subject to entity level taxation. Accordingly, no provision for federal income taxes has been provided because taxable income has been passed through to our equity holders. However, had we not been a tax exempt entity as of December 31, 2013, our estimated discounted future income tax in respect of our proved, probable and possible reserves would have been approximately $401 million, $368 million and $835 million, respectively. After this offering, we will be treated as a taxable entity for federal income tax purposes and our future income taxes will be dependent upon our future taxable income. Neither PV-10 nor standardized measure represents an estimate of fair market value of our natural gas and oil properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of estimated reserves held by companies without regard to the specific tax characteristics of such entities.

(2) Substantially all of our estimated probable and possible reserves are classified as undeveloped.

Drilling Inventory and Capital Budget

We intend to develop our multi-year drilling inventory by utilizing our significant expertise in horizontal drilling and fracture stimulation to grow our production, reserves and cash flow. For 2014, we have budgeted a total of $316 million to drill and complete 46 gross (39 net) operated wells and to participate in 12 gross (1.1 net) non-operated wells. We expect to fund our 2014 development primarily from cash flows from operations. The majority of our drilling locations and our 2014 development program are focused on the Terryville Complex, where we plan to invest $264 million on drilling and completing 33 gross (28 net) horizontal wells and 2 gross (2 net) vertical wells. Approximately $5.0 million of our Terryville Complex budget is allocated towards the drilling of vertical wells and routine facilities maintenance. In East Texas, we plan to invest $36 million on drilling and completing 8 gross (6 net) horizontal wells. In our Rockies & Other area we plan to invest $12 million on drilling and completing 3 gross (3 net) vertical wells in the Tepee Field and $4 million to participate in 12 gross (1.1 net) horizontal wells operated by SandRidge Energy Inc. in the Mississippian oil play of Northern Oklahoma.

The following table provides information regarding our acreage and drilling locations by area, as of December 31, 2013, except for projected 2014 information:

						Gross Horizontal Drilling Locations(1)(2)												Net Horizontal Drilling Inventory (years)		2014 Projected Operated Net Wells to be Drilled(3)		2014 Projected Capital Budget ($MM)
	Net Acreage		WI%											Total
						Proved		Probable		Possible		Management		Gross		Net
Terryville Complex		96,733		74	%		91		147		450		743		1,431		994		36		30	$	264
East Texas		42,894		79	%		54		39		15		—		108		92		15		6		36
Rockies & Other		66,191		41	%		—		23		20		—		43		4		—		3		16
Total		205,818		59	%		145		209		485		743		1,582		1,091		32		39	$	316

(1) The above table excludes 192 proved vertical drilling locations in the reserve report in the Terryville Complex and 174 identified vertical locations based on management estimates in the Rockies and Other region.

(2) Please see “Business—Our Operations—Drilling Locations” for more information regarding the process and criteria through which these drilling locations were identified. The drilling locations on which we actually drill will depend on the availability of capital, regulatory approval, commodity prices, costs, actual drilling results and other factors. Please see “Risk Factors—Risks Related to Our Business—Our identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.” Proved, probable and possible locations are based on our reserve report. Management locations are based on management estimates.

(3) Represents net operated wells only. Excludes 12 gross (1.1 net) non-operated wells to be drilled in our Rockies & Other area in 2014.

Our extensive inventory and horizontal drilling program in the Terryville Complex is currently focused on four zones within the Cotton Valley formation—the Upper Red, Lower Red, Lower Deep Pink and Upper Deep Pink. The table below sets forth our drilling locations by zone as of December 31, 2013 along with the average

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results for the wells we have drilled within each zone. Please see “Business—Our Properties—Cotton Valley–Terryville Complex Horizontal Redevelopment” for more detail on our properties in the Terryville Complex.

	Gross Horizontal Drilling Locations(1)										Average Historical Results(2)
Lower Cotton Valley Zone											Producing Wells  Drilled(1)		30  Day Initial Production (MMcfe/d)		EUR(3)											Drilling and Completion Costs ($MM)
	Proved		Probable		Possible		Management		Total						(Bcfe)		% Gas			% NGL			% Oil
Upper Red		47		42		40		313		442		16		16.2		12.6		73	%		22	%		5	%	$	8.2
Lower Red		40		40		36		276		392		8		13.5		9.2		71			24			5			8.2
Lower Deep Pink		4		28		47		79		158		3		12.8		7.8		69			23			9			6.4
Upper Deep Pink		—		37		42		75		154		—		—		—		—			—			—			—
Other Zones		—		—		285		—		285		—		—		—		—			—			—			—
Total Terryville Complex		91		147		450		743		1,431		27		14.9		11.0		72	%		23	%		5	%	$	8.0

(1) Please see “Business—Our Operations—Drilling Locations” for more information regarding the process and criteria through which these drilling locations were identified. The drilling locations on which we actually drill will depend on the availability of capital, regulatory approval, commodity prices, costs, actual drilling results and other factors. Please see “Risk Factors—Risks Related to Our Business—Our identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.” Proved, probable and possible locations are based on our reserve report. Management locations are based on management estimates.

(2) Relates to the 21 horizontal wells in the Terryville Complex included in our reserve report as proved developed reserves as of December 31, 2013. Drilling and completion costs and producing wells drilled include six additional wells that have come online since year-end.

(3) EUR represents the Estimated Ultimate Recovery or the sum of total gross remaining reserves attributable to each location in our reserve report and cumulative sales from such location. EUR is shown at the wellhead on a combined basis for oil/condensates and wet gas.

Our Terryville horizontal development program in 2014 has an average working interest of 87% and our total horizontal development inventory has an average working interest of 69%.

For the Terryville Complex, our 2014 budget assumes an average cost of $8.6 million for gross horizontal wells ($7.5 million per net well) and is based on an average lateral length of 6,270 feet. As part of our long-term development plan, the lateral length of our planned wells is expected to increase and we expect wells within the Terryville Complex to cost on average $9.3 million for gross wells ($8.1 million per net well) drilled with a 7,500 foot lateral length.

Business Strategies

Our primary objective is to build shareholder value through growth in reserves, production and cash flows by developing and expanding our significant portfolio of drilling locations. To achieve our objective, we intend to execute the following business strategies:

Grow production, reserves and cash flow through the development of our extensive drilling inventory.    We believe our extensive inventory of low-risk drilling locations, combined with our operating expertise, will enable us to continue to deliver production, reserve and cash flow growth and create shareholder value. As of December 31, 2013, we had assembled an aggregate drilling inventory of 1,582 gross identified horizontal drilling locations, 90% of which are in the Terryville Complex, representing a drilling inventory of over 36 years based on our expected 2014 drilling program. We believe that the risk and uncertainty associated with our core acreage positions in the Terryville Complex has been largely reduced through our development activity, and because those positions are in areas with extensive drilling and production history. Since initiating our horizontal drilling program with one rig in 2011, we have invested over $288 million in the Terryville Complex through December 31, 2013. With four rigs running in the Terryville Complex as of December 31, 2013, we are one of the most active drillers in the Cotton Valley formation. We intend to dedicate approximately $264 million of our $316 million drilling and completion budget in 2014 to develop the overpressured liquids-rich Terryville Complex through multi-well pad drilling. We believe multiple vertically stacked producing horizons in the Terryville Complex can be developed using horizontal drilling techniques, thus enhancing the economics of this field.

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Enhance returns through prudent capital allocation and continued improvements in operational and capital efficiencies.    We continually monitor and adjust our drilling program with the objective of achieving the highest total returns on our portfolio of drilling opportunities. We believe we will achieve this objective by (i) minimizing the capital costs of drilling and completing horizontal wells through knowledge of the target formations, (ii) maximizing well production and recoveries by optimizing lateral length, the number of frac stages, perforation intervals and the type of fracture stimulation employed, (iii) targeting specific zones within our leasehold position to maximize our hydrocarbon mix based on the existing commodity price environment and (iv) minimizing operating costs through efficient well management.

Exploit additional development opportunities on current acreage.    Our existing asset base provides numerous opportunities for our highly experienced technical team to create shareholder value by increasing our inventory beyond our currently identified drilling locations and ultimately by growing our estimated proved reserves. In the Terryville Complex, we are currently targeting multiple stacked horizons. We also believe our East Texas region has a significant inventory of low-risk, liquids-rich horizontal drilling locations. Finally, we continue to evaluate our leasehold positions in the Rocky Mountains and have preliminarily identified over 170 potential vertical locations.

Maintain a disciplined, growth oriented financial strategy.    We intend to fund our growth primarily with internally generated cash flows while maintaining ample liquidity and access to the capital markets. Furthermore, we plan to hedge a significant portion of our expected production to reduce our exposure to downside commodity price fluctuations and enable us to protect our cash flows and maintain liquidity to fund our drilling program. Since approximately 76% of our acreage in the Terryville Complex was held by production as of December 31, 2013 and no significant drilling commitments are needed to hold our remaining acreage in the near term, we are able to allocate capital among projects in a manner that optimizes both costs and returns, resulting in a highly efficient drilling program.

Make opportunistic acquisitions that meet our strategic and financial objectives.    We will seek to acquire oil and gas properties that we believe complement our existing properties in our core areas of operation. In addition to our focus on the Terryville Complex, we are pursuing other properties that provide opportunities for the addition of reserves and production through a combination of exploitation, development, high-potential exploration and control of operations. We follow a technology driven strategy to establish large, contiguous leasehold positions in the core of prolific basins and opportunistically add to those positions through bolt-on acquisitions over time. We entered into the Terryville Complex through strategic acquisitions and grassroots leasing efforts, amassing a land position of 96,733 net acres, 51,522 net acres of which we believe to be in the core of the play. We will continue to identify and opportunistically acquire additional acreage and producing assets to complement our multi-year drilling inventory.

Competitive Strengths

We believe that the following strengths will allow us to successfully execute our business strategies.

Large, concentrated position in one of North America’s leading plays.    We own approximately 60,041 gross (51,522 net) acres in what we believe to be the core of the Terryville Complex in Lincoln Parish, which we believe to be one of North America’s most prolific liquids-rich natural gas fields, characterized by consistent and predictable geology and multiple stacked pay formations confirmed by extensive vertical well control. Through December 31, 2013, our drilling program in the Terryville Complex has produced some of the top performing gas wells in the United States in the previous two years, with single horizontal well results having achieved average 30-day initial production rates of 14.9 MMcfe/d, EURs averaging 11.0 Bcfe and average drilling and completion costs of $8.0 million per well. Approximately 76% of our acreage in the Terryville Complex was held by production at December 31, 2013 and there are no significant lease expirations until 2017. Additionally, all of our acreage in this play can be held by running a one rig program over the next 18 months.

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De-risked acreage position with multi-year inventory of liquids-rich drilling opportunities.    As of December 31, 2013, we had a drilling inventory consisting of 1,582 gross identified horizontal drilling locations, of which approximately 145 are gross proved undeveloped locations. Based on our expected 2014 drilling program and net identified drilling locations, we have over 32 years of liquids-rich drilling inventory. The majority of our drilling activity has been and will continue to be focused in the Terryville Complex, where we produce liquids-rich natural gas from the overpressured Cotton Valley formation. We have used subsurface data from our vertical wells coupled with 3-D seismic data to identify and prioritize our inventory based on returns. This liquids-rich gas formation allows for NGL processing that, when coupled with the condensate produced, results in strong well economics. For the three months ended December 31, 2013, 45% of our pro forma MRD Segment revenues were attributable to natural gas, 28% to NGLs and 27% to oil.

Significant operational control with low cost operations.    On a proved reserves basis, we operate 99% of our properties and have operational control of all of our drilling inventory in the Terryville Complex. We believe maintaining operational control will enable us to enhance returns by implementing more efficient and cost-effective operating practices, through the selection of economic drilling locations, opportunistic timing of development, continuous improvement of drilling, completion and stimulation techniques and development on multi-well pads. As a result of the contiguous nature of our leasehold in the Terryville Complex and its geologic continuity, we are able to drill consistently long laterals, averaging over 4,800 lateral feet, which helps us to reduce costs on a per-lateral foot basis and increase our returns. We expect the average lateral length of the 35 gross wells that we expect to drill in the Terryville Complex in 2014 to be 6,400 feet per well. Operating in mature basins in North Louisiana and East Texas allows us to take advantage of the available and extensive midstream infrastructure and accelerate our development plan without encountering significant constraints in either takeaway or processing capacity. Our operational control allows us to focus on operating efficiency, which has resulted in our MRD Segment lease operating costs declining 31% from $0.77 per Mcfe for the year ended December 31, 2012 to $0.53 per Mcfe for the year ended December 31, 2013.

Proven and incentivized executive and technical team.    We believe our management and technical teams are one of our principal competitive strengths due to our team’s significant industry experience and long history of working together in the identification, execution and integration of acquisitions, cost efficient management of profitable, large scale drilling programs and a focus on rates of return. Additionally, our technical team has substantial expertise in advanced drilling and completion technologies and decades of expertise in operating in the North Louisiana and East Texas regions. The members of our management team collectively have an average of 22 years of experience in the oil and natural gas industry. John A. Weinzierl, our Chief Executive Officer, has 24 years of oil and natural gas industry experience as a petroleum engineer, a strong commercial and technical background and extensive experience acquiring and managing oil and natural gas properties. Our management team has a significant economic interest in us directly and through its equity interests in our controlling stockholder, MRD Holdings. We believe our management team is motivated to deliver high returns, create shareholder value and maintain safe and reliable operations.

Our relationship with MEMP.    We own a 0.1% general partner interest in MEMP through our ownership of its general partner as well as 50% of MEMP’s incentive distribution rights. MEMP’s objective as a master limited partnership is to generate stable cash flows, allowing it to make quarterly distributions to its limited partners and, over time, to increase those quarterly distributions. As a result of its familiarity with our management team and our asset base and our track record of prior “drop-down” transactions, we believe that MEMP is a natural purchaser of properties from us that meet its acquisition criteria. We believe this mutually beneficial relationship enhances MEMP’s ability to generate consistent returns on its oil and natural gas properties, provides us with a growing source of cash flow from our partnership interests in MEMP and allows us to monetize producing non-core properties. Since MEMP’s initial public offering, we have consummated “drop-down” transactions with MEMP totaling approximately $376 million. In addition, we may have the opportunity to work jointly with MEMP to pursue certain acquisitions of oil and natural gas properties that may not otherwise be attractive acquisition candidates for either of us individually. While we believe that MEMP

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would be a preferred acquirer of our mature, non-core assets, we are under no obligation to offer to sell, and it is under no obligation to offer to buy, any of our properties.

Financial strength and flexibility.    During 2013, we generated $159 million of pro forma MRD Segment Adjusted EBITDA and made pro forma total capital expenditures of $203 million, including $70 million on wells coming online in 2014. We intend to continue to fund our organic growth predominantly with internally generated cash flows while maintaining ample liquidity for opportunistic acquisitions. We will continue to maintain a disciplined approach to spending whereby we allocate capital in order to optimize returns and create shareholder value. We seek to protect these future cash flows and liquidity levels by maintaining a three-to-five year rolling hedge program. Pro forma as of December 31, 2013 for this offering and the restructuring transactions (including the redemption of the PIK notes for approximately $363 million 30 days after the closing of this offering), we expect our total liquidity, consisting of cash on hand and available borrowing capacity under our new revolving credit facility, to be in excess of $         million.

Acquisition History

We built out our leasehold positions in North Louisiana, East Texas and the Rocky Mountains primarily through the following acquisition activities:

• In November 2007, we acquired interests in the Joaquin Field, which is the core of our East Texas acreage;

• In December 2007, we acquired interests in the Tepee Field in the Piceance Basin in Colorado;

• In April and May 2010, we acquired interests in the Terryville Complex and other North Louisiana fields, which are the core of our North Louisiana acreage;

• In November 2010, we acquired interests in the Spider and E. Logansport Fields in North Louisiana;

• In May 2012, we acquired interests in the Terryville Complex and Double A Field in North Louisiana and East Texas;

• In April 2013, we acquired interests in the West Simsboro and Simsboro Fields of the Terryville Complex in North Louisiana;

• In November 2013, we acquired the remaining equity interests in Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons GP Co., L.L.C. and Black Diamond Minerals, LLC, which hold oil and natural gas properties in East Texas, North Louisiana and the Rocky Mountains; and

• In February 2014, we repurchased net profits interests in the Terryville Complex from an affiliate of NGP for $63.4 million after customary adjustments. These net profits interests were originally sold to the NGP affiliate upon the completion of certain acquisitions in 2010 by WildHorse Resources.

2013 and 2014 Capital Budget

During 2013, we invested approximately $190 million of capital to drill 31 gross (21.3 net) wells. A substantial portion of our development program is focused on horizontal drilling of liquids rich wells in the Terryville Complex, where we spent approximately $163 million in capital expenditures to drill 15 gross (12.1 net) horizontal wells during 2013.

In 2014, we have budgeted a total of $316 million to drill and complete 46 gross (39 net) operated wells and to participate in 12 gross (1.1 net) non-operated wells. We expect to fund our 2014 development primarily from cash flows from operations. The majority of our drilling locations and our 2014 development program are focused on the Terryville Complex, where we plan to invest $264 million on drilling and completing 33 gross (28 net) horizontal wells and 2 gross (2.0 net) vertical wells. We plan to run four to five rigs during 2014

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targeting primarily our four primary zones within the Cotton Valley—the Upper Red, Lower Red, Lower Deep Pink and Upper Deep Pink. Total vertical depth of these zones ranges from 8,200 to 11,200 feet.

In our East Texas properties in the Joaquin Field, we plan to spend development capital of $36 million running one rig to drill 8 gross (6 net) horizontal wells targeting the Cotton Valley formation at vertical depths of 6,000 to 10,000 feet.

In our Rockies & Other area, we plan to spend $12 million of development capital, primarily in the Tepee Field in the Piceance Basin in Colorado focused on completing 3 wells drilled in fourth quarter of 2013 and running 1 rig to drill an additional 3 operated wells. We also plan to spend an additional $4 million to participate in 12 horizontal wells operated by SandRidge Energy in the Mississippian oil play of Northern Oklahoma.

Our Equity Owners

Our principal stockholder is MRD Holdings, which is controlled by the Funds, which are three of the private equity funds managed by NGP. Upon completion of this initial public offering, MRD Holdings, the selling stockholder in this offering, will own approximately     % of our common stock (or approximately     % if the underwriters’ option to purchase additional shares from MRD Holdings is exercised in full). The Funds also collectively indirectly own 50% of MEMP’s incentive distribution rights. We are also a party to certain other agreements with MRD Holdings, MRD LLC, the Funds and certain of their affiliates. For a description of these agreements, please read “Certain Relationships and Related Party Transactions.”

Additionally, upon the closing of this initial public offering, certain former management members of WildHorse Resources will own approximately     % of our common stock. Upon completion of this offering, we will enter into a services agreement with WildHorse Resources Management Company, LLC, which will be a subsidiary of WildHorse Resources II, LLC. NGP and certain former management members of WildHorse Resources own WildHorse Resources II, LLC. For a description of this services agreement, please read “Certain Relationships and Related Party Transactions.”

Founded in 1988, NGP is a family of private equity investment funds, with cumulative committed capital of approximately $10.5 billion since inception, organized to make investments in the natural resources sector. NGP is part of the investment platform of NGP Energy Capital Management, a premier investment franchise in the natural resources industry, which together with its affiliates has managed approximately $13 billion in cumulative committed capital since inception.

Relationship with Memorial Production Partners LP

Through our ownership of its general partner, we control MEMP, a publicly traded limited partnership. In addition to the general partner interest, we also own 50% of MEMP’s incentive distribution rights.

MEMP is engaged in the acquisition, exploitation, development and production of oil and natural gas properties in the United States, with assets consisting primarily of producing oil and natural gas properties that are located in East Texas/North Louisiana, the Permian Basin, offshore Southern California, the Rockies, the Eagle Ford and South Texas. Most of MEMP’s properties are located in large, mature oil and natural gas reservoirs with well-known geologic characteristics and long-lived, predictable production profiles and modest capital requirements. As of December 31, 2013:

• MEMP’s total estimated proved reserves were approximately 1,015 Bcfe, of which approximately 60% were natural gas and 61% were classified as proved developed reserves; and

• MEMP produced from 2,866 gross (1,663 net) producing wells across its properties, with an average working interest of 58%.

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In accordance with MEMP’s limited partnership agreement, incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of MEMP’s available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. The minimum quarterly distribution is $0.4750 ($1.90 on an annualized basis) per unit. MEMP GP owns 50% of the incentive distribution rights, which are freely transferable under the MEMP limited partnership agreement. After the closing of this offering, we will own 100% of the voting and economic interests in MEMP GP, and MEMP GP will own 50% of the MEMP incentive distribution rights. The incentive distribution rights are payable as follows:

If for any quarter:

• MEMP has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

• MEMP has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, MEMP will distribute any additional available cash from operating surplus for that quarter among the unitholders and the general partner in the following manner:

• first, 99.9% to all unitholders, pro rata, and 0.1% to the holders of the incentive distribution rights (50% of which are owned by MEMP GP), until each unitholder receives a total of $0.54625 per unit for that quarter;

• second, 85.0% to all unitholders, pro rata, and 15.0% to the holders of the incentive distribution rights (50% of which are owned by MEMP GP), until each unitholder receives a total of $0.59375 per unit for that quarter;

• thereafter, 75.0% to all unitholders, pro rata, and 25.0% to the holders of the incentive distribution rights (50% of which are owned by MEMP GP).

Since December 2011, MEMP has increased its quarterly cash distribution from $0.4750 ($1.90 on an annualized basis) per unit to $0.5500 ($2.20 on an annualized basis) per unit, which is its most recently announced distribution.

MRD LLC currently provides and, following the closing of this offering, we will provide management, administrative, and operations personnel to MEMP under an omnibus agreement. Pursuant to that omnibus agreement, MEMP will be required to reimburse us for all expenses incurred by us (or payments made on MEMP’s behalf) in conjunction with our provision of general and administrative services to MEMP, including its public company expenses and an allocated portion of the salary and benefits of the executive officers of MEMP’s general partner and our other employees who perform services for MEMP or on MEMP’s behalf. Please read “Certain Relationships and Related Party Transactions—Omnibus Agreement” for more information about the omnibus agreement.

We view our relationship with MEMP as a part of our strategic alternatives, and we believe that MEMP will be incentivized to acquire additional suitable assets from us and to pursue acquisitions jointly with us in the future. However, MEMP will regularly evaluate acquisitions and may elect to acquire properties in the future without offering us the opportunity to participate in those transactions. Moreover, after this offering, MEMP will continue to be free to act in a manner that is beneficial to its interests without regard to ours, which may include electing not to acquire additional assets from us. Although we believe MEMP will desire to acquire properties from us for purchase, MEMP will not have any obligation to acquire properties from us. If MEMP chooses not to acquire properties from us, then our ability to monetize our proved developed properties may be impaired, which could adversely affect our cash flow and net income.

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Our Operations

Preparation of Reserve Estimates

Oil and natural gas reserve engineering is inherently a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured exactly. The accuracy of any reserve estimate is a function of the quality of available data and engineering and geological interpretation and judgment. Accordingly, reserve estimates may vary from the quantities of oil and natural gas that are ultimately recovered. For a discussion of risks associated with reserve estimates, please read “Risk Factors—Risks Related to Our Business—Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in our reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.”

Evaluation and Review of Estimated Reserves.    Our historical proved reserve estimates and MEMP’s historical proved reserve estimates were prepared by NSAI, our independent petroleum engineers. The technical persons responsible for preparing our proved reserve estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. NSAI does not own an interest in any of our properties, nor is it employed by us on a contingent basis. A copy of NSAI’s summary reserve report regarding our proved reserves as of December 31, 2013 is included as Appendix B-1 to this prospectus. A copy of NSAI’s audit letter regarding the management report of our probable and possible reserves as of December 31, 2013 is included as Appendix B-2 to this prospectus. A copy of NSAI’s summary reserve report regarding the MEMP proved reserves as of December 31, 2013 (the “MEMP Reserve Report”) is included as Exhibit 99.3 to the registration statement of which this prospectus forms a part.

Our historical probable and possible reserve estimates were prepared by us and audited by NSAI. We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of the data used to calculate our estimated reserves and MEMP’s proved reserves. Our technical team meets regularly with NSAI reserve engineers to review properties and discuss the assumptions and methods used in the reserve estimation process. We provide historical information to NSAI for our properties and MEMP’s properties, such as ownership interest, oil and natural gas production, well test data, commodity prices and operating and development costs.

Internal Engineers.    John D. Williams is our technical person at MRD LLC primarily responsible for liaison with and oversight of our and MEMP’s third-party reserve engineers, NSAI, which prepared the reserve report for our properties and MEMP’s properties, as of December 31, 2013. Mr. Williams has been practicing petroleum engineering at MRD LLC since March 2012. Mr. Williams is a Registered Professional Engineer in the State of Texas with over 17 years experience in the estimation and evaluation of reserves. From April 2005 to March 2012, he held various positions at Southwestern Energy Company, most recently as Reservoir Engineering Manager. From August 1998 to April 2005, he served in various capacities at Ryder Scott Company, which culminated in his serving as Vice President. Mr. Williams is a graduate of the University of Texas at Austin with a Bachelor of Science Degree in Petroleum Engineering and with a Master of Science Degree in Petroleum Engineering.

NSAI is an independent oil and natural gas consulting firm. No director, officer, or key employee of NSAI has any financial ownership in us, MRD LLC, the Funds, or any of their respective affiliates. NSAI’s compensation for the required investigations and preparation of its report is not contingent upon the results obtained and reported. NSAI has not performed other work for us, MRD LLC, the Funds, or any of their respective affiliates that would affect its objectivity. The estimates of proved reserves at December 31, 2013 presented in the NSAI reports were overseen by Mr. Justin S. Hamilton; Mr. David E. Nice; Mr. Richard B. Talley, Jr.; Mr. Philip S. (Scott) Frost; Mr. Joseph J. Spellman; Mr. Eric J. Stevens; Mr. Craig H. Adams; Mr. Nathan C. Shahan; Mr. J. Carter Henson, Jr., Mr. Allen E. Evans, Jr. and Mr. William J. Knights.

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Justin Hamilton has been practicing consulting petroleum engineering at NSAI since 2004. Mr. Hamilton is a Licensed Professional Engineer in the State of Texas (License No. 104999) and has over 13 years of practical experience in petroleum engineering, with over 13 years of experience in the estimation and evaluation of reserves. He graduated from Brigham Young University in 2000 with a B.S. in mechanical engineering and from the University of Texas in 2007 with an M.B.A.

David Nice has been practicing consulting petroleum geology at NSAI since 1998. Mr. Nice is a Licensed Professional Geoscientist in the State of Texas (License No. 346) and has over 28 years of practical experience in petroleum geosciences, with over 15 years of experience in the estimation and evaluation of reserves. He graduated from University of Wyoming in 1982 with a B.S. in geology and in 1985 with an M.S. in geology.

Richard Talley has been practicing consulting petroleum engineering at NSAI since 2004. Mr. Talley is a Licensed Professional Engineer in the State of Texas (License No. 102425) and in the State of Louisiana (License No. 36998) and has over 15 years of practical experience in petroleum engineering, with over 9 years of experience in the estimation and evaluation of reserves. He graduated from University of Oklahoma in 1998 with a B.S. in mechanical engineering and from Tulane University in 2001 with an M.B.A.

Scott Frost has been practicing consulting petroleum engineering at NSAI since 1984. Mr. Frost is a Licensed Professional Engineer in the State of Texas (License No. 88738) and has over 30 years of practical experience in petroleum engineering, with over 30 years of experience in the estimation and evaluation of reserves. He graduated from Vanderbilt University in 1979 with a B.E. in mechanical engineering and from Tulane University in 1984 with an M.B.A.

Joseph Spellman has been practicing consulting petroleum engineering at NSAI since 1989. Mr. Spellman is a Licensed Professional Engineer in the State of Texas (License No. 73709) and has over 30 years of practical experience in petroleum engineering, with over 30 years of experience in the estimation and evaluation of reserves. He graduated from University of Wisconsin-Platteville in 1980 with a B.S. in civil engineering.

Eric Stevens has been practicing consulting petroleum engineering at NSAI since 2007. Mr. Stevens is a Licensed Professional Engineer in the State of Texas (License No. 102415) and has over 11 years of practical experience in petroleum engineering, with over 11 years of experience in the estimation and evaluation of reserves. He graduated from Brigham Young University in 2002 with a B.S. in mechanical engineering.

Craig Adams has been practicing consulting petroleum engineering at NSAI since 1997. Mr. Adams is a Licensed Professional Engineer in the State of Texas (License No. 68137) and has over 29 years of practical experience in petroleum engineering, with over 17 years of experience in the estimation and evaluation of reserves. He graduated from Texas Tech University in 1985 with a B.S. in petroleum engineering.

Nathan Shahan has been practicing consulting petroleum engineering at NSAI since 2007. Mr. Shahan is a Licensed Professional Engineer in the State of Texas (License No. 102389) and has over 12 years of practical experience in petroleum engineering, with over 7 years of experience in the estimation and evaluation of reserves. He graduated from Texas A&M University in 2002 with a B.S. in petroleum engineering and in 2007 with a M.E. in petroleum engineering.

Allen Evans has been practicing consulting petroleum geology at NSAI since 1996. Mr. Evans is a Licensed Professional Geoscientist in the State of Texas (License No. 1286) and has over 30 years of practical experience in petroleum geosciences, with over 30 years of experience in the estimation and evaluation of reserves. He graduated from Old Dominion University in 1981 with a B.S. in geology and in 1987 with a M.S. in geology.

Carter Henson has been practicing consulting petroleum engineering at NSAI since 1989. Mr. Henson is a Licensed Professional Engineer in the State of Texas (License No. 73964) and has over 30 years of practical experience in petroleum engineering, with over 25 years of experience in the estimation and evaluation of reserves. He graduated from Rice University in 1981 with a B.S. in mechanical engineering.

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William Knights has been practicing consulting petroleum geology at NSAI since 1991. William is a Licensed Professional Geoscientist in the State of Texas (License No. 1532) and has over 30 years of practical experience in petroleum geosciences, with over 30 years of experience in the estimation and evaluation of reserves. He graduated from Texas Christian University in 1981 with a B.S. in geology and in 1984 with a M.S. in geology.

All eleven technical principals meet or exceed the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; all eleven are proficient in applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

Estimation of Proved Reserves.    Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of our proved reserves and MEMP’s proved reserves as of December 31, 2013 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (1) production performance-based methods; (2) material balance-based methods; (3) volumetric-based methods; and (4) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, were forecast using either volumetric or analogy methods, or a combination of both. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and proved undeveloped reserves for our properties, due to the mature nature of the properties targeted for development and an abundance of subsurface control data.

To estimate economically recoverable proved reserves and related future net cash flows, NSAI considered many factors and assumptions, including the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, available seismic data and historical well cost and operating expense data.

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Estimation of Probable and Possible Reserves.    Estimates of probable reserves are inherently imprecise. When producing an estimate of the amount of oil and natural gas that is recoverable from a particular reservoir, an estimated quantity of probable reserves is an estimate of those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. Estimates of probable reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

Estimates of possible reserves are also inherently imprecise. When producing an estimate of the amount of oil and natural gas that is recoverable from a particular reservoir, an estimated quantity of possible reserves is an estimate that might be achieved, but only under more favorable circumstances than are likely. Estimates of possible reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates. Possible reserves may be assigned to areas of a reservoir adjacent to probable reserve where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir. Possible reserves also include incremental quantities associated with a greater percentage of recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

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Estimated Reserves

The table below identifies our reserves per our reserve report for our three areas:

	Oil (MBbl)		Natural Gas (MMcf)		NGLs (MBbl)		Total (MMcfe)
Proved Developed
Terryville Complex		2,933		220,588		12,050		310,484
East Texas		165		40,435		1,678		51,492
Rockies & Other		306		2,774		176		5,665
Total Proved Developed		3,403		263,797		13,905		367,641
Proved Undeveloped
Terryville Complex		7,585		448,123		23,402		634,049
East Texas		323		90,334		5,270		123,887
Rockies & Other		—		—		—		—
Total Proved Undeveloped		7,908		538,457		28,672		757,936
Total Proved
Terryville Complex		10,518		668,711		35,452		944,533
East Texas		487		130,769		6,948		175,379
Rockies & Other		306		2,774		176		5,665
Total Proved Reserves		11,311		802,254		42,577		1,125,577
Probable(1)
Terryville Complex		10,041		453,902		29,056		688,486
East Texas		285		79,765		4,653		109,392
Rockies & Other		153		1,519		—		2,439
Total Probable Reserves		10,480		535,185		33,709		800,317
Possible(1)
Terryville Complex		36,098		1,031,112		65,869		1,642,911
East Texas		172		48,299		2,817		66,239
Rockies & Other		106		1,128		—		1,762
Total Possible Reserves		36,376		1,080,539		68,686		1,710,913

(1) Substantially all of our estimated probable and possible reserves are classified as undeveloped.

Proved Undeveloped Reserves

As of December 31, 2013, we had 758 Bcfe of proved undeveloped reserves, comprised of 8 MMBbls of oil, 538 Bcf of natural gas and 29 MMBbls of NGLs. None of our PUDs as of December 31, 2013 are scheduled to be developed on a date more than five years from the date the reserves were initially booked as PUDs. PUDs will be converted from undeveloped to developed as the applicable wells begin production.

Changes in PUDs that occurred during 2013 were due to:

• Reclassifications of 20.2 Bcfe into proved developed reserves for implementation of drilling projects; and

• Reduction of 5.2 Bcfe after giving effect to 66.9 Bcfe of additions from the Terryville Complex due to proving up additional drilling locations.

During the year ended December 31, 2013, we spent $69.0 million to convert PUDs to proved developed reserves. As of December 31, 2013 per the reserve report, future development costs relating to the development of PUDs for the years 2014, 2015, 2016, 2017 and 2018 are estimated at approximately $248 million, $358 million,

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$282 million, $264 million and $160 million, respectively, to capture the balance of drilling the PUD reserves within a five-year timeframe. Approximately 84%, or $1.1 billion, of the future development costs over the next five years are related to development of PUD reserves in the Terryville Complex. As we continue to develop our properties and have more well production and completion data, we believe we will continue to realize cost savings and experience lower relative drilling and completion costs as we convert PUDs into proved developed reserves in the upcoming years. All of our PUD locations are scheduled to be drilled prior to the end of December 31, 2018. Based on our current expectations of its cash flows, we believe that we can fund the drilling of our current PUD inventory and our expansions in the next five years from our cash flow from operations.

Production, Revenues and Price History

The following table sets forth information regarding our production, revenues and realized prices and production costs for the years ended December 31, 2013 and 2012.

	Year Ended December 31, 2013
	Terryville		East Texas		Rockies & Other		Total
Production Volumes:
Oil (MBbls)		475		165		25		665
NGLs (MBbls)		1,243		177		37		1,457
Natural gas (MMcf)		27,398		6,249		445		34,092
Total (MMcfe)		37,705		8,297		817		46,819
Average net production (MMcfe/d)		103.3		22.8		2.2		128.3
Average sales price (excluding commodity derivatives):
Oil (per Bbl)	$	100.57	$	102.06	$	95.78	$	100.76
NGL(per Bbl)	$	37.69	$	31.33	$	40.68	$	36.99
Natural gas (per Mcf)	$	3.10	$	3.79	$	2.91	$	3.22
Total (Mcfe)	$	4.76	$	5.54	$	6.39	$	4.93
Average unit costs per Mcfe:
Lease operating expense	$	0.33	$	1.24	$	1.91	$	0.53

	Year Ended December 31, 2012
	Terryville		East Texas		Rockies & Other		Total
Production Volumes:
Oil (MBbls)		273		67		29		369
NGLs (MBbls)		702		85		111		898
Natural gas (MMcf)		14,028		8,917		1,185		24,130
Total (MMcfe)		19,874		9,832		2,025		31,731
Average net production (MMcfe/d)		54.3		26.9		5.5		86.7
Average sales price (excluding commodity derivatives):
Oil (per Bbl)	$	95.78	$	97.98	$	88.05	$	95.56
NGL(per Bbl)	$	40.52	$	39.08	$	43.71	$	40.78
Natural gas (per Mcf)	$	2.53	$	3.13	$	2.32	$	2.74
Total (Mcfe)	$	4.53	$	3.84	$	5.02	$	4.35
Average unit costs per Mcfe:
Lease operating expense	$	0.61	$	0.99	$	1.24	$	0.77

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Productive Wells

The following table sets forth certain information regarding productive wells in each of our areas at December 31, 2013.

Area	Gross		Net		Operated
Terryville Complex		626		396		499
East Texas		123		92		95
Rockies & Other(1)		146		20		1
Total		895		508		595

(1) Includes the Mississippian oil play of Northern Oklahoma.

Acreage

The following table sets forth certain information regarding the developed and undeveloped acreage in which we own an interest as of December 31, 2013.

	Developed Acres				Undeveloped Acres				Total Acreage
	Gross		Net		Gross		Net		Gross		Net		HBP			WI
Terryville Complex		106,374		73,875		24,372		22,858		130,746		96,733		76	%		74	%
East Texas		37,109		30,335		17,228		12,559		54,337		42,894		71	%		79	%
Rockies & Other(1)		5,659		3,147		156,716		63,044		162,375		66,191		5	%		41	%
Total		149,142		107,357		198,316		98,461		347,458		205,818		52	%		59	%
Terryville Complex Core(2)		35,749		28,743		24,292		22,778		60,041		51,552		56	%		86	%

(1) Includes the Mississippian oil play of Northern Oklahoma.

(2) The substantial majority of what we believe to be the Terryville Complex Core is located in Lincoln Parish, Louisiana and is where we will focus the majority of our future development.

Undeveloped Acreage Expirations

The following table sets forth the gross and net undeveloped acreage in our core operating areas as of December 31, 2013 that will expire over the next three years unless production is established within the spacing units covering the acreage or the lease is renewed or extended under continuous drilling provisions prior to the primary term expiration dates. There are no reserves attributable to our expiring acreage.

	2014				2015				2016
Area	Gross		Net		Gross		Net		Gross		Net
Terryville Complex		2,407		2,180		2,487		2,390		3,633		3,420
East Texas		5,212		2,606		2,027		748		—		—
Rockies & Other(1)		3,206		2,199		15,564		8,878		27,582		17,455
Total		10,825		6,985		20,078		12,015		31,215		20,875

(1) Includes the Mississippian oil play of Northern Oklahoma.

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Drilling Activity

The following table summarizes our drilling activity for the years ended December 31, 2013, 2012 and 2011. Gross wells reflect the sum of all wells in which we own an interest. Net wells reflect the sum of our working interests in gross wells. At December 31, 2013, 10 gross (9.2 net) wells were in various stages of completion.

	Years ended December 31,
	2013				2012				2011
	Gross		Net		Gross		Net		Gross		Net
Development wells:
Productive		22.0		13.3		11.0		10.2		4.0		3.9
Dry		—		—		—		—		—		—
Total development wells		22.0		13.3		11.0		10.2		4.0		3.9
Exploratory wells:
Productive		9.0		8.0		7.0		5.6		27.0		9.4
Dry		—		—		—		—		3.0		1.5
Total exploratory wells		9.0		8.0		7.0		5.6		30.0		10.9
Total wells drilled		31.0		21.3		18.0		15.8		34.0		14.8

Drilling Locations

All of our 1,582 gross horizontal locations are attributable to acreage that is currently held by production and approximately 9% are attributable to proved undeveloped reserves as of December 31, 2013. In making these assessments, we include properties in which we hold operated and non-operated interests, as well as redevelopment opportunities. Once we have identified acreage that is prospective for the targeted formations, well placement is determined primarily by the regulatory spacing rules prescribed by the governing body in each of our operating areas. Wells drilled in the Cotton Valley formation in the Terryville Complex adhere to 180-acre spacing.

Our identified horizontal drilling locations are scheduled to be drilled over many years. The ultimate timing of the drilling of these locations will be influenced by multiple factors, including oil, natural gas and NGL prices, the availability and cost of capital, drilling and production costs, the availability of drilling services and equipment, drilling results, lease expirations, gathering systems, processing, marketing and pipeline transportation constraints, regulatory approvals and other factors. For a discussion of the risks associated with our drilling program, see “Risk Factors—Risks Related to Our Business—Our identified drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.”

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MEMP

The following table summarizes information about MEMP’s proved oil and natural gas reserves by geographic region as of December 31, 2013 and its average net production for the three months ended December 31, 2013:

	Estimated Total Proved Reserves
	Total (Bcfe)		% Gas			% Oil & NGLs			% Developed			Standardized Measure (in millions)(1)		Average Net Daily Production (MMcfe/d)		R/P Ratio(2) (years)
East Texas/North Louisiana		598		69	%		31	%		54	%	$	688		110.2		15
Permian Basin		108		8	%		92	%		45	%		362		13.3		22
California		86		0	%		100	%		70	%		344		9.3		25
Rockies		61		83	%		17	%		84	%		78		11.5		15
South Texas		162		85	%		15	%		82	%		137		23.4		19
Total		1,015		60	%		40	%		61	%	$	1,609		167.7		17

(1) Standardized measure is calculated in accordance with Accounting Standards Codification, or ASC, Topic 932, Extractive Activities—Oil and Gas. Because MEMP is a limited partnership, it is generally not subject to federal or state income taxes and thus makes no provision for federal or state income taxes in the calculation of its standardized measure. Standardized measure does not give effect to commodity derivative contracts.

(2) The reserve-to-production ratio is calculated by dividing our estimated proved reserves as of December 31, 2013 by average net daily production for the three months ended December 31, 2013 on an annualized basis.

Estimated Proved Reserves

The following table presents the estimated net proved oil and natural gas reserves attributable to MEMP’s properties and the standardized measure amounts associated with the estimated proved reserves attributable to MEMP’s properties as of December 31, 2013, based on MEMP’s reserve report.

	Oil (MBbl)		Natural Gas (MMcf)		Natural Gas Liquids (MBbl)		Total (MMcfe)
Estimated Proved Reserves
Total Proved Developed		22,265		387,548		15,959		616,893
Total Proved Undeveloped		16,884		219,591		12,887		398,212
Total Proved Reserves		39,149		607,139		28,846		1,015,105

Development of Proved Undeveloped Reserves

As of December 31, 2013, MEMP had 398,212 MMcfe of proved undeveloped reserves, comprised of 16,884 MBbls of oil, 219,591 MMcf of natural gas and 12,887 MBbls of NGLs. None of MEMP’s PUDs as of December 31, 2013 are scheduled to be developed on a date more than five years from the date the reserves were initially booked as PUDs. PUDs will be converted from undeveloped to developed as the applicable wells begin production.

Changes in PUDs that occurred during 2013 were due to:

• Reclassifications of 69.5 Bcfe into proved developed reserves for implementation of drilling projects; and

• Increases of 72.3 Bcfe primarily due to reserve additions and price revisions.

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During the year ended December 31, 2013, MEMP spent $103.4 million to convert PUDs to proved developed reserves. As of December 31, 2013 per the MEMP Reserve Report, future development costs relating to the development of PUDs for the years 2014, 2015, 2016, 2017 and 2018 are estimated at approximately $185 million, $178 million, $179 million, $72 million and $7 million, respectively, to capture the balance of drilling the PUD reserves within a five-year timeframe. As MEMP continues to develop its properties and have more well production and completion data, MEMP believes it will continue to realize cost savings and experience lower relative drilling and completion costs as we convert PUDs into proved developed reserves in the upcoming years. All of MEMP’s PUD locations are scheduled to be drilled prior to the end of December 31, 2018. Based on MEMP’s current expectations of its cash flows, MEMP believes that it can fund the drilling of its current PUD inventory and its expansions in the next five years from its cash flow from operations.

Production, Revenue and Price History

The following tables summarize MEMP’s average net production, average sales prices by product and average production costs for the years ended December 31, 2013 and 2012, respectively:

	Year Ended December 31,
	2013		2012
Production Volumes:
Oil (MBbls)		1,764		1,519
NGLs (MBbls)		1,632		745
Natural gas (MMcf)		35,924		29,744
Total (MMcfe)		56,303		43,329
Average net production (MMcfe/d)		154.3		118.4
Average Sales Price (Excluding Commodity Derivatives):
Oil (per Bbl)	$	96.98	$	95.54
NGL (Per Bbl)		31.38		35.75
Natural Gas (per Mcf)		3.31		2.82
Total (per Mcfe)	$	6.06	$	5.90
Average Unit Costs per Mcfe:
Lease operating expense	$	1.58	$	1.85

Productive Wells

Productive wells consist of producing wells and wells capable of production, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which MEMP owns an interest, and net wells are the sum of MEMP’s fractional working interests owned in gross wells. The following table sets forth information relating to the productive wells in which MEMP owned a working interest as of December 31, 2013.

	Oil				Natural Gas
	Gross		Net		Gross		Net
Operated(1)		489		441		1,432		1,063
Non-operated		43		8		902		151
Total		532		449		2,334		1,214

(1) Includes wells operated by MRD LLC on MEMP’s behalf.

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Developed Acreage

Acreage related to royalty, overriding royalty and other similar interests is excluded from this summary. As of December 31, 2013, substantially all of MEMP’s leasehold acreage was held by production. The following table sets forth information as of December 31, 2013 relating to MEMP’s leasehold acreage.

	Developed Acreage(1)
Region	Gross(2)		Net(3)
East Texas/North Louisiana		142,118		55,593
Permian		33,832		24,675
Rockies		133,664		48,910
South Texas		85,027		70,629
Total		394,641		199,807

(1) Developed acres are acres spaced or assigned to productive wells or wells capable of production.

(2) A gross acre is an acre in which MEMP owns a working interest. The number of gross acres is the total number of acres in which MEMP owns a working interest.

(3) A net acre is deemed to exist when the sum of MEMP’s fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

Undeveloped Acreage

The following table sets forth information as of December 31, 2013 relating to MEMP’s undeveloped leasehold acreage.

	Undeveloped Acreage
Region	Gross(1)		Net(2)
East Texas/North Louisiana		14,385		5,254
Permian		16,717		13,599
Rockies		73,422		50,802
South Texas		1,658		1,658
Total		106,182		71,313

(1) A gross acre is an acre in which MEMP owns a working interest. The number of gross acres is the total number of acres in which MEMP owns a working interest.

(2) A net acre is deemed to exist when the sum of MEMP’s fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

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Drilling Activities

MEMP’s drilling activities consist entirely of development wells. The following table sets forth information with respect to wells drilled and completed by MEMP, its predecessor, or the previous owners during the periods indicated. The information should not be considered indicative of future performance, nor should a correlation be assumed between the number of productive wells drilled, quantities of reserves found or economic value.

	Year Ended December 31,
	2013				2012				2011
	Gross		Net		Gross		Net		Gross		Net
Development wells:
Productive		45.0		32.6		38.0		24.4		14.0		10.7
Dry		—		—		1.0		1.0		1.0		1.0
Exploratory wells:
Productive		—		—		—		—		—		—
Dry		—		—		—		—		—		—
Total wells:
Productive		45.0		32.6		38.0		24.4		14.0		10.7
Dry		—		—		1.0		1.0		1.0		1.0
Total		45.0		32.6		39.0		25.4		15.0		11.7

For purposes of the table above, MEMP’s predecessor refers collectively to (a) BlueStone and its wholly-owned subsidiaries and certain oil and natural gas properties owned by Classic Hydrocarbons Holdings, L.P. for periods prior to the closing of MEMP’s initial public offering on December 14, 2011 and (b) for periods after April 8, 2011 through the closing of MEMP’s initial public offering, certain oil and natural gas properties owned by WHT Energy Partners LLC. MEMP’s previous owners refers collectively to (a) certain oil and natural gas properties that MEMP acquired from MRD LLC in April and May 2012 for periods after common control commenced through their respective acquisition dates and (b) Rise Energy Operating, LLC and its wholly-owned subsidiaries (except for Rise Energy Operating, Inc.) from February 3, 2009 (inception) through December 11, 2012.

Delivery Commitments

MEMP has no commitments to deliver a fixed and determinable quantity of our oil or natural gas production in the near future under our existing contracts.

Marketing and Major Customers

We market the majority of production from properties we and MEMP operate for both our account and the account of the other working interest owners in our operated properties. We sell substantially all of our production to a variety of purchasers under contracts ranging from one month to several years, all at market prices. We normally sell production to a relatively small number of customers, as is customary in the exploration, development and production business. During the year ended December 31, 2013, Energy Transfer Equity, L.P. and subsidiaries accounted for 77% of our revenues and Phillips 66 accounted for 15% of MEMP’s revenues. If we were to lose any one of our customers, the loss could temporarily delay production and sale of a portion of our oil and natural gas in the related producing region. If we were to lose any single customer, we believe we could identify a substitute customer to purchase the impacted production volumes.

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Title to Properties

We believe that we and MEMP have satisfactory title to all of our producing properties in accordance with generally accepted industry standards. As is customary in the industry, in the case of undeveloped properties, often cursory investigation of record title is made at the time of lease acquisition. Investigations are made before the consummation of an acquisition of producing properties and before commencement of drilling operations on undeveloped properties. Individual properties may be subject to burdens that we believe do not materially interfere with the use or affect the value of the properties. Burdens on properties may include customary royalty interests, liens incident to operating agreements and for current taxes, obligations or duties under applicable laws, development obligations under natural gas leases, or net profits interests.

Oil and Natural Gas Leases

The typical oil and natural gas lease agreement covering our properties and MEMP’s properties provides for the payment of royalties to the mineral owner for all oil and natural gas produced from any wells drilled on the leased premises. The lessor royalties and other leasehold burdens on our properties generally range from 12.5% to 25%, resulting in a net revenue interest to us generally ranging from 87.5% to 75%. 52% of our leasehold acreage is held by production.

Seasonality

Demand for oil and natural gas generally decreases during the spring and fall months and increases during the summer and winter months. However, seasonal anomalies such as mild winters or mild summers sometimes lessen this fluctuation. In addition, certain natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also lessen seasonal demand fluctuations. These seasonal anomalies can increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay our operations or MEMP’s operations.

Competition

The oil and natural gas industry is intensely competitive, and we and MEMP compete with other companies in our industry that have greater resources than we do, especially in our focus areas. Many of these companies not only explore for and produce oil and natural gas, but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive natural gas properties and exploratory locations or define, evaluate, bid for and purchase a greater number of properties and locations than our financial or human resources permit, and may be able to expend greater resources to attract and maintain industry personnel. In addition, these companies may have a greater ability to continue exploration activities during periods of low natural gas market prices. Our larger competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory locations and producing natural gas properties.

Hydraulic Fracturing

We and MEMP use hydraulic fracturing as a means to maximize the productivity of almost every well that we drill and complete. Hydraulic fracturing is a necessary part of the completion process because our properties are dependent upon our ability to effectively fracture the producing formations in order to produce at economic rates. Nearly all of our proved non-producing and proved undeveloped reserves associated with future drilling,

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recompletion, and refracture stimulation projects, or approximately 71.3% of our total estimated proved reserves as of December 31, 2013 and approximately 37.6% of MEMP’s total estimated proved reserves as of December 31, 2013, require hydraulic fracturing.

We have and continue to follow applicable industry standard practices and legal requirements for groundwater protection in our and MEMP’s operations which are subject to supervision by state and federal regulators (including the Bureau of Land Management on federal acreage). These protective measures include setting surface casing at a depth sufficient to protect fresh water zones as determined by regulatory agencies, and cementing the well to create a permanent isolating barrier between the casing pipe and surrounding geological formations. This aspect of well design essentially eliminates a pathway for the fracturing fluid to contact any aquifers during the hydraulic fracturing operations. For recompletions of existing wells, the production casing is pressure tested prior to perforating the new completion interval.

Injection rates and pressures are monitored instantaneously and in real time at the surface during our hydraulic fracturing operations. Pressure is monitored on both the injection string and the immediate annulus to the injection string. Hydraulic fracturing operations would be shut down immediately if an abrupt change occurred to the injection pressure or annular pressure.

Certain state regulations require disclosure of the components in the solutions used in hydraulic fracturing operations. Approximately 99% of the hydraulic fracturing fluids we use are made up of water and sand. The remainder of the constituents in the fracturing fluid are managed and used in accordance with applicable requirements.

Hydraulic fracture stimulation requires the use of a significant volume of water. Upon flowback of the water, we dispose of it in a way that minimizes the impact to nearby surface water by disposing into approved disposal or injection wells. We currently do not discharge water to the surface.

For information regarding existing and proposed governmental regulations regarding hydraulic fracturing and related environmental matters, please read “—Regulation of Environmental and Occupational Health and Safety Matters—Hydraulic Fracturing.”

Regulation of the Oil and Natural Gas Industry

Our and MEMP’s operations are substantially affected by federal, state and local laws and regulations. In particular, natural gas production and related operations are, or have been, subject to price controls, taxes and numerous other laws and regulations. All of the jurisdictions in which we own or operate producing oil and natural gas properties have statutory provisions regulating the exploration for and production of oil and natural gas, including provisions related to permits for the drilling of wells, bonding requirements to drill or operate wells, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, sourcing and disposal of water used in the drilling and completion process, and the abandonment of wells. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units, the number of wells which may be drilled in an area, and the unitization or pooling of crude natural gas wells, as well as regulations that generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells.

Failure to comply with applicable laws and regulations can result in substantial penalties. The regulatory burden on the industry increases the cost of doing business and affects profitability. Although we believe we are in substantial compliance with all applicable laws and regulations, such laws and regulations are frequently amended or reinterpreted. Therefore, we are unable to predict the future costs or impact of compliance. Additional proposals and proceedings that affect the natural gas industry are regularly considered by Congress, the states, FERC, and the courts. We cannot predict when or whether any such proposals may become effective.

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We believe we and MEMP are in substantial compliance with currently applicable laws and regulations and that continued substantial compliance with existing requirements will not have a material adverse effect on our financial position, cash flows or results of operations. However, current regulatory requirements may change, currently unforeseen environmental incidents may occur or past non-compliance with environmental laws or regulations may be discovered.

Regulation of Production of Oil and Natural Gas

The production of oil and natural gas is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. All of the states in which we and MEMP own and operate properties have regulations governing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within its jurisdiction. We own interests in properties located onshore in different U.S. states. These states regulate drilling and operating activities by requiring, among other things, permits for the drilling of wells, maintaining bonding requirements in order to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled and the plugging and abandonment of wells. The laws of these states also govern a number of environmental and conservation matters, including the handling and disposing or discharge of waste materials, the size of drilling and spacing units or proration units and the density of wells that may be drilled, unitization and pooling of oil and natural gas properties and establishment of maximum rates of production from oil and natural gas wells. Some states have the power to prorate production to the market demand for oil and natural gas. The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil and natural gas industry are subject to the same regulatory requirements and restrictions that affect our operations.

Regulation of Environmental and Occupational Health and Safety Matters

Our and MEMP’s operations are subject to numerous stringent federal, state and local statutes and regulations governing the discharge of materials into the environment or otherwise relating to protection of the environment or occupational health and safety. Numerous governmental agencies, such as the U.S. Environmental Protection Agency (“EPA”), issue regulations, which often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and may result in injunctive obligations for failure to comply. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines, govern the sourcing and disposal of water used in the drilling, completion and production process, limit or prohibit drilling activities in certain areas and on certain lands lying within wilderness, wetlands, frontier and other protected areas, require some form of remedial action to prevent or mitigate pollution from current or former operations such as plugging abandoned wells or closing earthen pits, result in the suspension or revocation of necessary permits, licenses and authorizations, require that additional pollution controls be installed and impose substantial liabilities for pollution resulting from operations or failure to comply with regulatory filings. In addition, these laws and regulations may restrict the rate of production. The strict and joint and several liability nature of such laws and regulations could impose liability upon us regardless of fault. Public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. Changes in environmental laws and regulations occur frequently, and to the extent laws are enacted or other governmental

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action is taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, our business and prospects, as well as the oil and natural gas industry in general, could be materially adversely affected.

Hazardous Substance and Waste Handling

Our and MEMP’s operations are subject to environmental laws and regulations relating to the management and release of hazardous substances, solid and hazardous wastes and petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste and may impose strict and, in some cases, joint and several liability for the investigation and remediation of affected areas where hazardous substances may have been released or disposed. The Comprehensive Environmental Response, Compensation, and Liability Act, as amended, referred to as CERCLA or the Superfund law, and comparable state laws, impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons deemed “responsible parties.” These persons include current owners or operators of the site where a release of hazardous substances occurred, prior owners or operators that owned or operated the site at the time of the release or disposal of hazardous substances, and companies that disposed or arranged for the disposal of the hazardous substances found at the site. Under CERCLA, these persons may be subject to strict and joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover the costs they incur from the responsible classes of persons. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Despite the “petroleum exclusion” of Section 101(14) of CERCLA, which currently encompasses natural gas, we may nonetheless handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of our ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment. In addition, we may have liability for releases of hazardous substances at our properties by prior owners or operators or other third parties.

The Oil Pollution Act of 1990 (the “OPA”) is the primary federal law imposing oil spill liability. The OPA contains numerous requirements relating to the prevention of and response to petroleum releases into waters of the United States, including the requirement that operators of offshore facilities and certain onshore facilities near or crossing waterways must maintain certain significant levels of financial assurance to cover potential environmental cleanup and restoration costs. Under the OPA, strict, joint and several liability may be imposed on “responsible parties” for all containment and cleanup costs and certain other damages arising from a release, including, but not limited to, the costs of responding to a release of oil to surface waters and natural resource damages, resulting from oil spills into or upon navigable waters, adjoining shorelines or in the exclusive economic zone of the United States. A “responsible party” includes the owner or operator of an onshore facility. The OPA establishes a liability limit for onshore facilities of $350 million. These liability limits may not apply if: a spill is caused by a party’s gross negligence or willful misconduct; the spill resulted from violation of a federal safety, construction or operating regulation; or a party fails to report a spill or to cooperate fully in a clean-up. We are also subject to analogous state statutes that impose liabilities with respect to oil spills.

We also generate solid wastes, including hazardous wastes, which are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”), as amended, and comparable state statutes. Although RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain petroleum production wastes are excluded from RCRA’s hazardous waste regulations. It is possible, however, that these wastes, which could include wastes currently generated during our operations, could be designated as “hazardous wastes” in the future and, therefore, be subject to more rigorous and costly disposal requirements. Indeed, legislation has been proposed from time to time in Congress to re-categorize certain oil and gas exploration and production wastes as “hazardous wastes.”

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Any such changes in the laws and regulations could have a material adverse effect on our maintenance capital expenditures and operating expenses.

We believe that we and MEMP are in substantial compliance with the requirements of CERCLA, RCRA, OPA and related state and local laws and regulations, and that we hold all necessary and up-to-date permits, registrations and other authorizations required under such laws and regulations. Although we believe that the current costs of managing our wastes as they are presently classified are reflected in our budget, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.

Water and Other Waste Discharges and Spills

The Federal Water Pollution Control Act, as amended, also known as the Clean Water Act, the Safe Drinking Water Act (“SDWA”), the OPA and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including produced waters and other natural gas wastes, into federal and state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or the state. The discharge of dredge and fill material in regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the U.S. Army Corps of Engineers. The EPA has also adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain individual permits or coverage under general permits for storm water discharges. Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans, as well as for monitoring and sampling the storm water runoff from certain of our facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. The underground injection of fluids is subject to permitting and other requirements under state laws and regulation. Obtaining permits has the potential to delay the development of oil and natural gas projects. These same regulatory programs also limit the total volume of water that can be discharged, hence limiting the rate of development, and require us to incur compliance costs. These laws and any implementing regulations provide for administrative, civil and criminal penalties for any unauthorized discharges of oil and other substances in reportable quantities and may impose substantial potential liability for the costs of removal, remediation and damages. Pursuant to these laws and regulations, we may be required to obtain and maintain approvals or permits for the discharge of wastewater or storm water and the underground injection of fluids and are required to develop and implement spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of significant quantities of oil. We and MEMP maintain all required discharge permits necessary to conduct our operations, and we believe we and MEMP are in substantial compliance with their terms.

Hydraulic Fracturing

We and MEMP use hydraulic fracturing extensively in our operations. Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate production of natural gas and/or oil from low permeability subsurface rock formations. Hydraulic fracturing involves using water, sand, and certain chemicals to fracture the hydrocarbon-bearing rock formation to allow flow of hydrocarbons into the wellbore. While hydraulic fracturing has historically been regulated by state oil and natural gas commissions, the practice has become increasingly controversial in certain parts of the country, resulting in increased scrutiny and regulation. For example, the EPA has asserted federal regulatory authority over certain hydraulic-fracturing activities under the SDWA involving the use of diesel fuels and published permitting guidance in February 2014 addressing the use of diesel in fracturing operations. Also, the EPA has indicated that it may develop and issue regulations under the Toxic Substances Control Act to require companies to disclose information regarding the chemicals used in hydraulic fracturing; however, to date, it has taken no action to do so. In addition, Congress has from time to time considered legislation to amend the SDWA, including legislation that would repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the

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fluids used in the fracturing process. Also, in the near future we may be subject to regulations that restrict our ability to discharge water produced as part of our production operations, and the ability to use injection wells as a disposal option not only will depend on federal or state regulations but also on whether available injection wells have sufficient storage capacities. The EPA is currently developing effluent limitation guidelines that may impose federal pre-treatment standards on all oil and gas operators transporting wastewater associated with hydraulic fracturing activities to publicly owned treatment works for disposal. The EPA plans to propose such standards by late 2014. In addition, in May 2013, the federal Bureau of Land Management published a supplemental notice of proposed rulemaking governing hydraulic fracturing on federal and Indian lands that replaces a prior draft of proposed rulemaking issued by the agency in May 2012. The revised proposed rule would continue to require public disclosure of chemicals used in hydraulic fracturing on federal and Indian lands, confirmation that wells used in fracturing operations meet appropriate construction standards, and development of appropriate plans for managing flowback water that returns to the surface.

Further, in April 2012, the EPA released final rules that subject all oil and gas operations (production, processing, transmission, storage and distribution) to regulation under the new source performance standards (“NSPS”) and the National Emission Standards for Hazardous Air Pollutants (“NESHAPS”) programs. These rules became effective October 2012. The rules include NSPS standards for completions of hydraulically-fractured gas wells. The standards include the reduced emission completion techniques, or “green completions,” developed in the EPA’s Natural Gas STAR program along with pit flaring of gas not sent to the gathering line. “Green completions” for hydraulic fracturing will require the operator to recover rather than vent the gas and NGLs that come to the surface during completion of the fracturing process. The standards will be applicable to newly drilled and fractured wells and wells that are refractured on or after January 1, 2015. Further, the rules under NESHAPS include Maximum Achievable Control Technology (“MACT”) standards for glycol dehydrators and storage vessels at major source of hazardous air pollutants not currently subject to MACT standards. In September 2013, the EPA issued an amendment extending compliance dates for certain storage vessels. The rule is designed to limit emissions of volatile organic compounds (“VOC”), sulfur dioxide, and hazardous air pollutants from a variety of sources within natural gas processing plants, oil and natural gas production facilities, and natural gas transmission compressor stations. This rule could require a number of modifications to our operations including the installation of new equipment. Compliance with such rules could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business. Additionally, in December 2012, seven states submitted a notice of intent to sue the EPA to compel the agency to make a determination as to whether standards or performance limiting methane emissions from oil and gas sources is appropriate and if so, to promulgate performance standards for methane emissions from existing oil and gas sources.

Several states have adopted, or are considering adopting, regulations that could restrict or prohibit hydraulic fracturing in certain circumstances and/or require the disclosure of the composition of hydraulic fracturing fluids. For example, Texas requires oil and natural gas operators to publicly disclose the chemicals used in the hydraulic fracturing process. Regulations require that well operators disclose the list of chemical ingredients subject to the requirements of the Occupational Safety and Health Act, as amended (“OSHA”) for disclosure on an internet website and also file the list of chemicals with the Texas Railroad Commission with the well completion report. The total volume of water used to hydraulically fracture a well must also be disclosed to the public and filed with the Texas Railroad Commission. Furthermore, in May 2013, the Texas Railroad Commission issued a “well integrity rule,” which updates the requirements for drilling, putting pipe down, and cementing wells. The rule also includes new testing and reporting requirements, such as (i) the requirement to submit cementing reports after well completion or after cessation of drilling, whichever is later, and (ii) the imposition of additional testing on wells less than 1,000 feet below usable groundwater. The “well integrity rule” took effect in January 2014. We believe that we follow applicable standard industry practices and legal requirements for groundwater protection in our hydraulic fracturing activities. Nonetheless, if new or more stringent federal, state, or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, we could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from drilling wells.

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Certain governmental reviews have been conducted or are underway that focus on environmental aspects of hydraulic fracturing practices, which could lead to increased regulation. For example, the White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices. The EPA has also commenced a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater, with a first progress report outlining work currently underway by the agency released on December 21, 2012, and a final report drawing conclusions about the potential impacts of hydraulic fracturing on drinking water resources expected to be available for public comment and peer review by late 2014. Other governmental agencies, including the U.S. Department of Energy, have evaluated or are evaluating various other aspects of hydraulic fracturing. These ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms, and could ultimately make it more difficult or costly for us to perform fracturing and increase our costs of compliance and doing business.

A number of lawsuits and enforcement actions have been initiated across the country alleging that hydraulic fracturing practices have adversely impacted drinking water supplies, use of surface water, and the environment generally. If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could make it more difficult or costly for us to perform fracturing to stimulate production from tight formations as well as make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. In addition, if hydraulic fracturing is further regulated at the federal or state level, our fracturing activities could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements and also to attendant permitting delays and potential increases in costs. Such legislative changes could cause us to incur substantial compliance costs, and compliance or the consequences of any failure to comply by us could have a material adverse effect on our financial condition and results of operations. At this time, it is not possible to estimate the impact on our business of newly enacted or potential federal or state legislation governing hydraulic fracturing, and any of the above risks could impair our ability to manage our business and have a material adverse effect on our operations, cash flows and financial position.

Air Emissions

The federal Clean Air Act, as amended, and comparable state laws restrict the emission of air pollutants from many sources, including compressor stations, through the issuance of permits and the imposition of other requirements. These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay the development of oil and natural gas projects. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in August 2012, the EPA published final rules under the Clean Air Act that subject oil and natural gas production, processing, transmission and storage operations to regulation under the NSPS and NESHAPS programs. With regards to production activities, these final rules require, among other things, the reduction of volatile organic compound emissions from three subcategories of fractured and refractured gas wells for which well completion operations are conducted: wildcat (exploratory) and delineation gas wells; low reservoir pressure non-wildcat and non-delineation gas wells; and all “other” fractured and refractured gas wells. All three subcategories of wells must route flow back emissions to a gathering line or be captured and combusted using a combustion device such as a flare after October 15, 2012. However, the “other” wells must use reduced emission completions, also known as “green completions,” with or without combustion devices, after January 1, 2015. These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, effective October 15, 2012, and from pneumatic controllers and storage vessels, effective October 15, 2013. The EPA received numerous requests for reconsideration of these rules from both industry and the environmental community, and court challenges to the rules were also filed. The EPA issued revised rules in 2013 responding to these requests. For example, on April 12, 2013, the EPA published a proposed amendment

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extending compliance dates for certain storage vessels, and on September 23, 2013, the EPA issued a press release announcing that it had finalized the proposed amendment.

We may be required to incur certain capital expenditures in the next few years for air pollution control equipment in connection with maintaining or obtaining operating permits addressing other air emission related issues, which may have a material adverse effect on our operations. Obtaining permits also has the potential to delay the development of oil and natural gas projects. We believe that we and MEMP currently are in substantial compliance with all air emissions regulations and that we and MEMP hold all necessary and valid construction and operating permits for our current operations.

Regulation of “Greenhouse Gas” Emissions

In response to findings that emissions of carbon dioxide, methane and other greenhouse gases (“GHGs”) present an endangerment to public health and the environment, the EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, establish Prevention of Significant Deterioration (“PSD”) construction and Title V operating permit reviews for certain large stationary sources that are potential major sources of GHG emissions. As part of these efforts, the EPA issued a final rule (the “Tailoring Rule”), effective January 1, 2011, that established emissions thresholds such that only these large stationary sources are subject to GHG permitting. On October 15, 2013, the U.S. Supreme Court announced it will review aspects of the Tailoring Rule in 2014. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore oil and gas production sources in the United States on an annual basis, which include certain of our operations.

In addition, in August 2012, the EPA established NSPS for VOCs and sulfur dioxide and an air toxic standard for oil and natural gas production, transmission, and storage. The rules include the first federal air standards for natural gas wells that are hydraulically fractured, or refractured, as well as requirements for several other sources, such as storage tanks and other equipment, and limits methane emissions from these sources in an effort to reduce GHG emissions. These requirements could adversely affect our operations by requiring us to make significant expenditures to ensure compliance with the NSPS.

While Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of adopted legislation to reduce GHG emissions at the federal level in recent years. In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs. If Congress were to undertake comprehensive tax reform in the coming year, it is possible that such reform may include a carbon tax, which could impose additional direct costs on operations and reduce demand for refined products. In any event, the Obama administration has announced its Climate Action Plan, which, among other things, directs federal agencies to develop a strategy for the reduction of methane emissions, including emissions from the oil and gas industry. As part of the Climate Action Plan, the Obama Administration also announced that it intends to adopt additional regulations to reduce emissions of GHGs and to encourage greater use of low carbon technologies in the coming years. For example, in September 2013, the EPA re-issued proposed NSPS for GHG emissions from Electric Utility Generating Units. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events; if any such effects were to occur, they could have an adverse effect on our exploration and production operations.

Restrictions on GHG emissions that may be imposed in various states could adversely affect the oil and natural gas industry. Any GHG regulation could increase our costs of compliance by potentially delaying the receipt of permits and other regulatory approvals; requiring us to monitor emissions, install additional equipment or modify facilities to reduce GHG and other emissions; purchase emission credits; and utilize electric driven

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compression at facilities to obtain regulatory permits and approvals in a timely manner. While we are subject to certain federal GHG monitoring and reporting requirements, our operations are not adversely impacted by existing federal, state and local climate change initiatives and, at this time, it is not possible to accurately estimate how potential future laws or regulations addressing GHG emissions would impact our business.

Occupational Safety and Health Act

We are also subject to the requirements of the OSHA and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our and MEMP’s operations are in substantial compliance with the OSHA requirements.

National Environmental Policy Act

Oil and natural gas exploration and production activities on federal lands are subject to the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies, including the Departments of Interior and Agriculture, to evaluate major agency actions having the potential to significantly impact the environment. In the course of such evaluations, an agency prepares an environmental assessment to evaluate the potential direct, indirect and cumulative impacts of a proposed project. If impacts are considered significant, the agency will prepare a more detailed environmental impact study that is made available for public review and comment. All of our current exploration and production activities, as well as proposed exploration and development plans, on federal lands require governmental permits that are subject to the requirements of NEPA. This environmental impact assessment process has the potential to delay the development of oil and natural gas projects. Authorizations under NEPA also are subject to protest, appeal or litigation, which can delay or halt projects.

Endangered Species Act

The Endangered Species Act (“ESA”) was established to protect endangered and threatened species. Pursuant to the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species’ habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. We conduct operations on federal oil and natural gas leases in areas where certain species that are listed as threatened or endangered and where other species, such as the sage grouse, potentially could be listed as threatened or endangered under the ESA exist. The U.S. Fish and Wildlife Service may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to federal land use and may materially delay or prohibit land access for oil and natural gas development. If we were to have a portion of our leases designated as critical or suitable habitat, it could cause us to incur additional costs or become subject to operating restrictions or bans in the affected areas, which could adversely impact the value of our leases.

Summary

In summary, we believe we and MEMP are in substantial compliance with currently applicable environmental laws and regulations. Although we have not experienced any material adverse effect from compliance with environmental requirements, there is no assurance that this will continue. We did not have any material capital or other non-recurring expenditures in connection with complying with environmental laws or environmental remediation matters in 2012 or 2013.

Employees

As of December 31, 2013, we had 332 full-time employees. Our future success will depend partially on our ability to attract, retain and motivate qualified personnel. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. We consider our relations with our employees to be satisfactory.

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Our Offices

Our executive offices are located at 1301 McKinney St., Suite 2100, Houston, TX 77010, and the phone number at this address is (713) 588-8300.

Legal Proceedings

From time to time, we are subject to various legal proceedings arising in the ordinary course of business, including proceedings for which we have insurance coverage. As of the date hereof, neither we nor MEMP are party to any material legal proceedings.

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MANAGEMENT

Directors and Executive Officers

The following table provides information regarding our current executive officers and directors as of May 1, 2014.

Name	Age		Position
Tony R. Weber		51	Chairman
John A. Weinzierl		46	Chief Executive Officer and Director
William J. Scarff		58	President
Andrew J. Cozby		47	Vice President and Chief Financial Officer
Larry R. Forney		56	Vice President, Operations
Kyle N. Roane		34	Vice President, General Counsel and Corporate Secretary
Gregory M. Robbins		35	Vice President, Corporate Development
Dennis G. Venghaus		32	Chief Accounting Officer
Scott A. Gieselman		51	Director
Kenneth A. Hersh		51	Director

Set forth below is a description of the backgrounds of our executive officers and directors.

Tony R. Weber has served as Chairman of our board since our formation and as a member of MRD LLC’s board of managers and MEMP GP’s board of directors since September 2011. Mr. Weber currently serves as Managing Partner and Chief Operating Officer for NGP. Prior to joining NGP in December 2003, Mr. Weber was the Chief Financial Officer of Merit Energy Company from April 1998 to December 2003. Prior to that, he was Senior Vice President and Manager of Union Bank of California’s Energy Division in Dallas, Texas from 1987 to 1998. In his role at NGP, Mr. Weber serves on numerous private company boards as well as industry groups, IPAA Capital Markets Committee and Dallas Wildcat Committee. He currently serves on the Dean’s Council of the Mays Business School at Texas A&M University and was a founding member of the Mays Business Fellows Program.

The board believes that Mr. Weber’s extensive corporate finance, banking and private equity experience bring substantial leadership skill and experience to the Board.

John A. Weinzierl has served as our Chief Executive Officer since our formation, and the Chief Executive Officer of MRD LLC and the Chief Executive Officer and Chairman of MEMP GP since January 2014. Previously, Mr. Weinzierl served as President and Chief Executive Officer of MRD LLC and President, Chief Executive Officer and Chairman of MEMP GP since April 2011. Prior to the completion of the Partnership’s initial public offering in December 2011, Mr. Weinzierl was a managing director and operating partner of NGP from December 2010. From July 1999 to December 2010, Mr. Weinzierl worked in various positions at NGP, where he became a managing director in December 2004. Mr. Weinzierl was appointed a venture partner of NGP from February 2012 to February 2013. From October 2006 until November 2011, Mr. Weinzierl was a director of Eagle Rock Energy G&P, LLC, the indirect general partner of Eagle Rock Energy Partners, L.P., a (i) natural gas gathering, processing and transportation company and (ii) developer of oil and natural gas properties, where he also served on the compensation committee. Mr. Weinzierl is a registered professional engineer in Texas.

The board believes Mr. Weinzierl’s degree and experience in petroleum engineering and his M.B.A. education, as well as his investment and business expertise honed at NGP, bring valuable strategic, managerial and analytical skills to the board and us.

William J. Scarff has served as our President since our formation, and the President of MRD LLC and MEMP GP since January 2014. From 2000 through January 2014, Mr. Scarff has served as President and Chief

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Executive Officer of several private exploration and production companies sponsored by Natural Gas Partners. Since October 2010, Mr. Scarff has served as President and Chief Executive Officer of Propel Energy, LLC. Prior to that, he was President and Chief Executive Officer of Seismic Ventures, Inc. from 2006 to 2009. Since February 2005, Mr. Scarff has served as President and Chief Executive Officer of Proton Operating Company, LLC and from 1999 to 2005, he was President and Chief Executive Officer of Proton Energy, LLC and its affiliates. From 1978 to 1999, Mr. Scarff held a variety of positions of increasing responsibility in Marathon Oil Company, Anadarko Production Company, Burlington Resources, Texas Meridian Resource Corporation and Hilcorp Energy Company.

Andrew J. Cozby has served as our Vice President and Chief Financial Officer since April 2014, the Vice President and Chief Financial Officer of MEMP GP since February 2012 and the Vice President, Finance of MRD LLC since April 2011. From February 2011 to April 2011, Mr. Cozby served as Senior Vice President and Chief Financial Officer of Energy Maintenance Services (EMS Global). Prior to that, he was Chief Financial Officer of Greystone Oil & Gas LLP and Greystone Drilling LP from May 2006 to December 2010. From 2000 to May 2006, Mr. Cozby was Director of Finance for Enterprise Products Partners LP and held various corporate finance positions with its affiliates GulfTerra Energy Partners, LP and El Paso Energy Partners, LP. Prior to that, Mr. Cozby held positions with J.P. Morgan from 1998 to 2000.

Larry R. Forney has served as our Vice President, Operations since April 2014 and the Vice President and Chief Operating Officer of MRD LLC and MEMP GP since January 2013. Previously, he served as Vice President of Operations and Asset Management of MRD LLC and MEMP GP from August 2011 to January 2013. From August 2008 to August 2011, Mr. Forney served as President of Mossback Management LLC, a private entity providing contract operating and engineering consulting services, including managing all operations and related business functions for Hungarian Horizon Energy, Ltd and Central European Drilling, Ltd in Budapest, Hungary from July 2010 to August 2011. From July 2004 to July 2008, Mr. Forney served as Vice President of Operations for Greystone Oil & Gas LLP and Managing Director of Greystone Drilling LP. Mr. Forney served as Vice President of Operations for Greystone Petroleum LLC from 2002 until 2004. Mr. Forney was Vice President and Treasurer of Goldrus Producing Company from 1997 to 2002. From 1990 to 1997, Mr. Forney held various positions for the Kelley Oil companies, which culminated in his serving concurrently as Vice President of Operations for Kelley Oil Corporation and Vice President of Concorde Gas Marketing. Prior to 1990, Mr. Forney held various drilling, production and facility construction positions with Pacific Enterprises Oil Corporation and Kerr-McGee Corporation. Mr. Forney is a registered professional engineer in Texas.

Kyle N. Roane has served as our Vice President, General Counsel and Corporate Secretary since our formation, and the Vice President, General Counsel and Corporate Secretary of MRD LLC and MEMP GP since January 2014. Previously, Mr. Roane served as the General Counsel and Corporate Secretary of MRD LLC and MEMP GP since February 2012. From 2005 to February 2012, Mr. Roane practiced corporate and securities law at Akin Gump Strauss Hauer & Feld L.L.P.

Gregory M. Robbins has served as our Vice President, Corporate Development since April 2014 and the Vice President of Corporate Development of MRD LLC and MEMP GP since January 2013. Previously, he served as Treasurer of MRD LLC and MEMP GP from June 2011 to April 2012 and Director of Corporate Development from April 2012 to January 2013. From October 2010 to April 2011, Mr. Robbins served as Vice President and Controller of Quality Electric Steel Castings, LP. Prior to that, he was a Vice President with Guggenheim Partners, LLC from April 2006 to September 2010. Mr. Robbins worked for Wells Fargo Energy Capital, LLC from 2004 to March 2006 and Comerica Bank, Inc. from 2002 to 2004.

Dennis G. Venghaus has served as our Chief Accounting Officer since our formation, and the Controller of MRD LLC and MEMP GP since January 2012. Prior to joining MRD LLC and MEMP GP, Mr. Venghaus was with Opportune LLP from June 2010 to January 2012 as a Manager in the Complex Financial Reporting group. From September 2004 through June 2010, he held various positions in the audit practice at PricewaterhouseCoopers LLP in Houston, TX, primarily serving energy clients. Mr. Venghaus is a Certified Public Accountant.

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Scott A. Gieselman has served as a member of our board since our formation and as a member of MRD LLC’s board of managers and MEMP GP’s board of directors since September 2011. Mr. Gieselman has been a managing director of NGP since April 2007. Mr. Gieselman has served as a member of the board of directors of Rice Energy, Inc. since January 2014. From 1988 to April 2007, Mr. Gieselman worked in various positions in the investment banking energy group of Goldman, Sachs & Co., where he became a partner in 2002.

The board believes that Mr. Gieselman’s considerable financial and energy investment banking experience, as well as his experience on the boards of numerous private energy companies bring important and valuable skills to the Board.

Kenneth A. Hersh has served as a member of our board since our formation and as a member of MRD LLC’s board of managers and MEMP GP’s board of directors since April 2011. Mr. Hersh is the Chief Executive Officer of NGP Energy Capital Management and a managing partner of NGP and has served in those or similar capacities since 1989. He currently serves as a director of NGP Capital Resources Company, a business development company that focuses on the energy industry. Mr. Hersh served as a director of Resolute Energy Corporation from September 2009 to March 2012, as a director of Eagle Rock Energy G&P, LLC, the indirect general partner of Eagle Rock Energy Partners, L.P., from March 2006 until June 2011 and Energy Transfer Partners, L.L.C., the indirect general partner of Energy Transfer Partners, L.P., a natural gas gathering and processing and transportation and storage and retail propane company, from February 2004 through December 2009, and served as a director of LE GP, LLC, the general partner of Energy Transfer Equity, L.P., from October 2002 through December 2009. Mr. Hersh currently serves on the Dean’s Council of the Harvard Kennedy School and on the Advisory Councils of the Graduate School of Business at Stanford University and The Bendheim Center for Finance at Princeton University. He is also a member of the World Economic Forum where he has been a featured speaker at its annual meeting held in Davos, Switzerland.

The board believes that Mr. Hersh brings extensive knowledge to the board and us through his experiences in the energy industry as an investor, involvement in complex energy-related transactions and his position as Chief Executive Officer of NGP Energy Capital Management and co-manager of NGP’s investment portfolio. Mr. Hersh also brings a wealth of industry-specific transactional skills, entrepreneurial ideas and a personal network of public and private capital sources that the board believes will bring us opportunities that we may not otherwise have.

Board Composition

Upon the closing of this offering, it is anticipated that we will have five directors. Assuming that the group consisting of MRD Holdings and certain former management members of WildHorse Resources management continue to control more than 50% of our common stock, we intend to avail ourselves of the “controlled company” exception under NASDAQ rules, which eliminates the requirements that we (i) have a majority of independent directors, (ii) maintain a compensation committee or (iii) maintain an independent nominating function. We will be required, however, to have an audit committee comprised entirely of independent directors within the permitted “phase-in” period under NASDAQ rules.

As a result of the size of that group’s ownership of our common stock, that group will be able to control matters requiring stockholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions.

If at any time we cease to be a “controlled company” under NASDAQ rules, the Board will take all action necessary to comply with the NASDAQ rules, including appointing a majority of independent directors to the Board and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period. We will cease to qualify as a “controlled company” once that group ceases to control a majority of our voting stock.

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Initially, our board of directors will consist of a single class of directors each serving one year terms. After a group including MRD Holdings and/or the Funds no longer beneficially owns or controls the vote of more than 50% of our issued and outstanding common stock, our board of directors will be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, and such directors being removable only for “cause.”

In evaluating director candidates, our Board will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of the Board to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties. We have no minimum qualifications for director candidates. In general, however, our Board will review and evaluate both incumbent and potential new directors in an effort to achieve diversity of skills and experience among our directors and in light of the following criteria:

• experience in business, government, education, technology or public interests;

• high-level managerial experience in large organizations;

• breadth of knowledge regarding our business or industry;

• specific skills, experience or expertise related to an area of importance to us, such as energy production, consumption, distribution or transportation, government, policy, finance or law;

• moral character and integrity;

• commitment to our stockholders’ interests;

• ability to provide insights and practical wisdom based on experience and expertise;

• ability to read and understand financial statements; and

• ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on company matters.

Although we do not have a policy in regard to the consideration of diversity in identifying director nominees, qualified candidates for nomination to the board are considered without regard to race, color, religion, gender, ancestry or national origin.

Director Independence

Our Board has determined that, under NASDAQ listing standards and taking into account any applicable committee standards and rules under the Exchange Act,          is an independent director. Within 90 days of our listing on the NASDAQ, we will appoint at least one additional independent director. Within one year of the date of effectiveness of the registration statement of which this prospectus is a part, we will appoint a third independent director.

Audit Committee

Prior to the listing of our common stock on the NASDAQ, we intend to have an Audit Committee and may have such other committees as the Board shall determine from time to time. The Audit Committee will have the composition and responsibilities described below.

                 will serve as the initial member of our Audit Committee. Within 90 days of our listing on the NASDAQ we will appoint another independent director to our Audit Committee. Within one year of the date of effectiveness of the registration statement of which this prospectus is a part, we will appoint another independent director to our Audit Committee and we will have an Audit Committee composed entirely of independent directors. Our Board has determined that                      is an Audit Committee financial expert as defined by the

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SEC. Each member of the Audit Committee meets or will meet criteria for independence of Audit Committee members set forth in Rule 10A-3(b)(1) under the Exchange Act.

The principal duties of the Audit Committee are to assist the Board in fulfilling its responsibility to oversee management regarding:

• systems of internal control over financial reporting and disclosure controls and procedures;

• the integrity of the financial statements;

• the qualifications, engagement, compensation, independence and performance of the independent auditors and our internal audit function;

• compliance with legal and regulatory requirements;

• review of material related party transactions; and

• compliance with and adequacy of the code of business and ethics, review and, if appropriate, approve any requests for written waivers sought with respect to any executive officer or director under, the code of business and ethics.

Code of Conduct

In connection with the closing of this offering, our Board will adopt a code of business conduct and ethics (the “Code of Conduct”) that will apply to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Upon the closing of this offering, the Code of Conduct will be available in the Corporate Governance section of our website at www.memorialrd.com. The contents of our website are not incorporated by reference herein or otherwise a part of this prospectus. The purpose of the Code of Conduct is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers.

Executive Compensation

Although we were formed in January 2014 and have not incurred any cost or liability with respect to compensation, management incentive or retirement benefits for our executive officers for the fiscal year ended December 31, 2013 or for any prior periods, we present historical executive compensation information for our predecessor below.

Structure

MRD LLC’s “named executive officers” identified below have also historically served as executive officers of MEMP GP. The compensation information described in this section and contained in the tables that follow reflects all compensation received by the named executive officers for the services they provide to MRD LLC as well as for the services they provide to MEMP GP and MEMP for the years covered. However, MEMP reimburses MRD LLC for costs and expenses incurred for its or MEMP GP’s benefit pursuant to the terms of the omnibus agreement. See “Certain Relationships and Related Party Transactions—Omnibus Agreement” for more information about the omnibus agreement.

Named Executive Officers

We are currently considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative

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disclosures. Further, our reporting obligations extend only to the individuals serving as our chief executive officers, and our two other most highly compensated executive officers and only for the two most recently completed fiscal years. MRD LLC’s named executive officers for 2013 were:

Name	Principal Position
John A. Weinzierl	Chief Executive Officer
Andrew J. Cozby	Vice President, Finance
Larry R. Forney	Vice President, Operations & Asset Management

Employment Agreements

Our predecessor was not party to any employment, severance or change in control agreements with any of its named executive officers. We intend to enter into change in control agreements with our executive officers in connection with the closing of this offering. Please see “—Compensation Following this Offering—Change in Control Agreements.”

Summary Compensation Table

The following table includes the compensation earned by our predecessor’s named executive officers for the years ended December 31, 2013 and 2012.

Name and Position	Year		Salary		Bonus		Unit Awards (2)		Option Awards (3)	All Other Compensation (4)		Total (5)
John A. Weinzierl		2013	$	187,500	$	518,750	$	2,249,996	N/A	$	2,618,171	$	5,574,417
(Chief Executive Officer) (1)		2012		100,000		—		2,500,735	—		202,119		2,802,854
Andrew J. Cozby		2013	$	250,000	$	259,375	$	1,207,885	N/A	$	1,293,509	$	3,010,769
(Vice President, Finance)		2012		250,000		148,364		703,661	—		65,837		1,167,862
Larry R. Forney		2013	$	250,000	$	259,375	$	1,231,255	N/A	$	1,281,549	$	3,022,179
(Vice President, Operations & Asset Management)		2012		250,000		125,000		508,088	—		50,522		933,610

(1) Mr. Weinzierl also served as President from April 2011 until January 2014.

(2) Reflects the aggregate grant date fair value of restricted unit awards in accordance with FASB ASC Topic 718 granted under the Memorial Production Partners GP LLC Long-Term Incentive Plan calculated by multiplying the number of restricted units granted to each executive by the closing price of MEMP common units on the date of grant. For information about assumptions made in the valuation of these awards, see Note 10 of the Notes to Consolidated and Combined Financial Statements.

(3) Each of the named executive officers received a grant of incentive units from MRD LLC in June 2012. We believe that, despite the fact that the incentive units do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” Amounts reflected in this column reflect a grant date fair value of the incentive units in accordance with FASB ASC Topic 718 of $0. Because the performance conditions related to these awards were not deemed probable at the time of grant in 2012, no amounts have been reported in 2012 for purposes of this table.

(4) Amounts include (i) matching contributions under funded, qualified, defined contribution retirement plans, (ii) one-time performance bonus, (iii) the dollar value of life insurance premiums paid on behalf of such officer and (iv) the dollar value of short and long term disability insurance premiums paid on behalf of such officer.

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(5) Includes, in addition to the grant date fair value of MEMP unit awards described in footnote 2, amounts reimbursed by MEMP for portions of compensation allocated to MEMP. The following supplemental table presents the amounts reimbursed by MEMP to MRD LLC for compensation allocated to MEMP for each named executive officer for the years ended December 31, 2013 and 2012:

Name	Year	MEMP     Reimbursement
John A. Weinzierl	2013	$	372,192
	2012		17,349
Andrew J. Cozby	2013	$	261,281
	2012		66,527
Larry R. Forney	2013	$	261,281
	2012		62,789

Narrative Disclosure to Summary Compensation Table

The following supplemental table presents the components of “All Other Compensation” for each of our predecessor’s named executive officers for the years ended December 31, 2013 and 2012:

Name	Year		One-Time Performance Bonus		Quarterly Distributions Paid On Unit Awards		Matching Contributions 401(k)		Other		Total All  Other Compensation
John A. Weinzierl		2013	$	2,293,200	$	316,564	$	5,917	$	2,490	$	2,618,171
		2012		—		193,690		6,000		2,429		202,119
Andrew J. Cozby		2013	$	1,146,600	$	129,419	$	15,000	$	2,490	$	1,293,509
		2012		—		48,408		15,000		2,429		65,837
Larry R. Forney		2013	$	1,146,600	$	117,459	$	15,000	$	2,490	$	1,281,549
		2012		—		33,093		15,000		2,429		50,522

Outstanding Equity Awards

The awards reported here reflect the outstanding restricted MEMP common unit awards and incentive units issued to our predecessor’s named executive officers as of December 31, 2013. In connection with the restructuring transactions, the MRD LLC incentive units will be exchanged for substantially identical incentive units in MRD Holdings.

Restricted MEMP Common Unit Awards

Option Awards (Incentive Unit Awards)

Vesting Date (1)

Number of Units That  Have Not Vested (#)

Market Value of  Units That Have Not Vested ($) (2)

Number of Securities Underlying Unexercised Options, Unexercisable (#)(3)

Number of Securities Underlying Unexercised Options, Exercisable (#)(3)

Option Exercise Price ($)(3)

Option Expiration Date(3)

John A. Weinzierl

Various

209,647

$

4,599,655

410

0

N/A

N/A

Andrew J. Cozby

Various

90,416

1,983,727

120

0

N/A

N/A

Larry R. Forney

Various

84,673

1,857,726

120

0

N/A

N/A

(1) One-third vests on the first, second, and third anniversaries of each date of grant. Of the 384,736 non-vested restricted MEMP common unit awards presented in the table, approximately 150,809 vest in each of 2014 and 2015 and 83,113 vest in 2016. There were 57,013 restricted MEMP common units that vested on January 9, 2014.

(2) Amounts derived by multiplying the total number of restricted MEMP common unit awards outstanding for each named executive officer by the closing price of the MEMP common units at December 31, 2013 of $21.94 per unit.

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(3) Despite the fact that profits interests such as the incentive units do not require the payment of an exercise price, we believe that these awards are economically similar to stock options due to the fact that they have no value for tax purposes at grant and will obtain value only as the price of the underlying security rises, and as such, should be reported in this table as an “Option” award. The incentive units vest ratably over a three year period, although vesting will be fully accelerated upon the occurrence of an event which results in the Funds no longer owning a majority of the interests in, or possessing the right to appoint a majority of, the board of managers of, MRD LLC. All of the incentive units issued to the named executive officers were issued in June 2012. All incentive units that have not vested according to their original vesting schedule at the time a named executive officer’s employment with MRD LLC is terminated for any reason or no reason, including by involuntary termination, resignation, death or disability, will be automatically forfeited without payment. In addition, all incentive units (whether vested or unvested) will be automatically forfeited without payment if the executive officer is terminated for cause (as defined in the MRD LLC agreement) or the executive officer resigns. The restructuring transactions described in this prospectus are not expected to constitute a change in control resulting in the automatic vesting of the incentive units under the MRD LLC limited liability company agreement. For a description of how and when the incentive units could obtain value and receive payment, see the discussion below.

Narrative to the Outstanding Equity Awards Table

Our predecessor granted incentive units to each of the named executive officers in order to provide them with the ability to benefit from the growth in MRD LLC’s operations and business. A payout on the incentive units will occur only if, and then after, a specified level of cumulative cash distributions has been received by the Funds. Once this cumulative cash distributions threshold is achieved, all of the incentive unit holders will collectively share 10% of all further cash distributions made by MRD LLC to its members.

Potential Payments Upon Termination or Change in Control

Awards under the Memorial Production Partners GP LLC Long-Term Incentive Plan may vest and/or become exercisable, as applicable, upon a “change of control” of MRD LLC or MEMP GP, as determined by the plan administrator. Under the Memorial Production Partners GP LLC Long-Term Incentive Plan, a “change of control” will be deemed to have occurred upon one or more of the following events (i) the managers of MRD LLC appointed by the Funds or their affiliates do not constitute a majority of the board of managers of MRD LLC; (ii) MRD LLC, the Funds or any of their affiliates do not have the right to appoint or nominate a majority of the board of directors of MEMP GP; (iii) the members of MEMP GP approve and implement, in one or a series of transactions, a plan of complete liquidation of MEMP GP; (iv) the sale or other disposition by MEMP GP of all or substantially all of its assets in one or more transactions to any person or entity other than MEMP GP or an affiliate of MEMP GP or the Funds; or (v) a person or entity other than MEMP GP or an affiliate of MEMP GP or the Funds becomes the general partner of MEMP. The consequences of the termination of a grantee’s employment, consulting arrangement or membership on the board of managers or directors will be determined by the plan administrator in the terms of the relevant award agreement.

As described above, the vesting of the incentive units will be fully accelerated upon the occurrence of an event which results in the Funds no longer owning a majority of the interests in, or possessing the right to appoint a majority of the board of managers of, MRD LLC.

In connection with the closing of this offering, we will adopt the Memorial Resource Development Corp. 2014 Long Term Incentive Plan, as further described in “—Compensation Following this Offering—2014 Long Term Incentive Plan,” and will enter into change in control agreements with our executive officers, as further described in “—Compensation Following this Offering—Change in Control Agreements.”

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Manager Compensation

None of MRD LLC’s managers, whether or not employed by MRD LLC, received compensation for services to MRD LLC as a manager for the year ended December 31, 2013.

Compensation Following This Offering

We expect that our named executive officers will also serve as executive officers of MEMP GP. MEMP will reimburse us for costs and expenses incurred for its or MEMP GP’s benefit pursuant to the terms of the omnibus agreement, including an allocated portion of each such executive’s compensation. See “Certain Relationships and Related Party Transactions— Omnibus Agreement” for more information about the omnibus agreement. We will have sole responsibility and authority for compensation-related decisions for our executive officers and other personnel.

We expect to employ a compensation philosophy that will emphasize pay-for-performance, which will be based on a combination of our performance and the individual’s impact on our performance and will place the majority of each officer’s compensation at risk. We expect that the future compensation of our executive and non-executive officers will include a significant component of incentive compensation based on our performance. The performance metrics governing incentive compensation will not be tied in any way to the performance of entities other than us. We believe this pay-for-performance approach generally aligns the interests of our executive officers with that of our stockholders, and at the same time enables us to maintain a lower level of base overhead in the event our operating and financial performance fails to meet expectations.

We will design our executive compensation to attract and retain individuals with the background and skills necessary to successfully execute our business model in a demanding environment, to motivate those individuals to reach near-term and long-term goals in a way that aligns their interest with that of our stockholders, and to reward success in reaching such goals. We expect that we will use three primary elements of compensation to fulfill that design—salary, cash bonus and long-term equity incentive awards. Cash bonuses and equity incentives (as opposed to salary) represent the performance driven elements. They are also flexible in application and can be tailored to meet our objectives. The determination of specific individuals’ cash bonuses reflects their relative contribution to achieving or exceeding annual goals, and the determination of specific individuals’ long-term incentive awards is based on their expected contribution in respect of longer term performance objectives.

We do not intend to establish a defined benefit or pension plan for our executive officers because we believe such plans primarily reward longevity rather than performance. We will provide a basic benefits package generally to all employees, which includes a 401(k) plan and health, disability and life insurance.

We expect that our named executive officers for the year ended December 31, 2014 will be the following:

Name	Principal Position
John A. Weinzierl	Chief Executive Officer
William J. Scarff	President
Andrew J. Cozby	Vice President and Chief Financial Officer

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The following table sets forth the expected base salaries and expected annual target bonus opportunities for our named executive officers for 2014:

Name	2014 Base Salary	2014 Target Bonus Opportunity (% of Base Salary) (1)
John A. Weinzierl	$	%
William J. Scarff		%
Andrew J. Cozby		%

(1) Actual bonus amounts may range from     % to     % of target.

Director Compensation

Our officers or employees who also serve as our directors will not receive additional compensation for their service as a director. Our directors who are not our officers or employees will receive compensation as “nonemployee directors.” We expect that each non-employee director will receive an annual retainer and an additional retainer for service as the chair of the audit committee. We also expect to grant equity-based awards to non-employee directors upon appointment to the board or as of the completion of this offering and on an annual basis. The amount and form of such compensation has not yet been determined. Non-employee directors will be reimbursed for all out-of-pocket expenses incurred in connection with attending board or committee meetings. Each director will be indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

Change in Control Agreements

We will enter into change in control agreements with our executive officers in connection with the closing of this offering. The change in control agreements will continue in effect until the earlier of (i) a separation from service other than on account of a “qualifying termination” (as defined below), (ii) the Company’s satisfaction of all of our obligations under the change in control agreement, or (iii) the execution of a written agreement between the Company and the executive officer terminating the change in control agreement.

Under the terms of each change in control agreement, if an executive’s employment is terminated on account of a qualifying termination, then subject to such executive’s signing and not revoking a separation agreement and release of claims, then such executive will be entitled to:

• receive a lump sum payment of             % of such executive’s (a) annual base salary and (b) target bonus, in each case, at the highest rate in effect during the twelve month period prior to the date in which the qualifying termination occurs;

• the vesting of all outstanding unvested awards previously granted to such executive under the Memorial Resource Development Corp. 2014 Long Term Incentive Plan;

• reimbursement for the amount of COBRA continuation premiums (less required co-pay) until the earlier of (a) twelve months following the qualifying termination and (b) such time as such executive is no longer eligible for COBRA continuation coverage;

• financial counseling services for twelve months following the qualifying termination, subject to a maximum benefit of $30,000; and

• outplacement counseling services for twelve months following the qualifying termination, subject to a maximum value of $30,000.

For purposes of the above, “qualifying termination” means, as to any executive, the separation of service on account of (i) an involuntary termination by the Company without cause or (ii) such executive’s voluntary

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resignation for good reason, in each case, within six months prior to, or twenty-four months following, a change in control. The term “cause” means (a) such executive’s commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; (b) engaging in conduct that constitutes fraud, gross negligence or willful misconduct that results or would reasonably be expected to result in material harm to the Company or our business or reputation; (c) breach of any material terms of such executive’s employment, including any of our policies or code of conduct; or (d) failure to perform such executive’s duties for the Company. The term “good reason” means the occurrence of one of the following without an executive’s express written consent (i) a material reduction of such executive’s duties, position or responsibilities, or such executive’s removal from such position and responsibilities, unless such executive is offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a material reduction by the Company of such executive’s base compensation (base salary and target bonus) as in effect immediately prior to such reduction; or (iii) such executive is requested to relocate (except for office relocations that would not increase such executive’s one way commute by more than 50 miles). The term “change in control” has the meaning ascribed to such term in the Memorial Resource Development Corp. 2014 Incentive Award Plan and is described in the discussion below under “—2014 Long Term Incentive Plan—Merger, recapitalization or change in control.”

In the event that the board determines that payments to be made to an executive under the change in control agreement would constitute excess parachute payments subject to excise tax under Section 4999 of the Internal Revenue Code, then the amount of such payments shall either (i) be reduced so that such payments will not be subject to such excise tax or (ii) paid in full, whichever results in the better net after tax position for the executive.

2014 Long Term Incentive Plan

We intend to adopt the Memorial Resource Development Corp. 2014 Long Term Incentive Plan (the “Plan”) for the employees of the Company and our directors. The description of the Plan set forth below is a summary of the material features of the Plan. This summary is qualified in its entirety by reference to the Plan, a copy of which has been filed as an exhibit to this registration statement. The purpose of the Plan is to provide a means to attract and retain individuals to serve as our directors and employees by affording such individuals a means to acquire and maintain ownership of awards, the value of which is tied to the performance of our common stock. We have not yet made decisions regarding the type of award or the amounts of equity-based awards that will be appropriate for our employees or directors following this offering. The restricted stock units granted in connection with the closing of this offering described below should be not be interpreted as representative of the Plan awards that may be granted in the future.

The Plan will provide for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“incentive options”); (ii) stock options that do not qualify as incentive stock options (“nonstatutory options,” and together with incentive options, “options”); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units (“RSUs”); (vi) bonus stock; (vii) dividend equivalents, (viii) performance awards; (ix) annual incentive awards; and (x) other stock-based awards (collectively referred to as “awards”).

Administration

Our Board will administer the Plan pursuant to its terms and all applicable state, federal or other rules or laws, and may delegate its duties and responsibilities as Plan administrator to a committee composed of two or more directors, subject to certain limitations. The Plan administrator will have the power to determine to whom and when awards will be granted, determine the amount of awards (measured in cash or in shares of our common stock), proscribe and interpret the terms and provisions of each award agreement (the terms of which may vary), make determinations of fair market value, accelerate the exercise terms of an option, delegate duties under the Plan, terminate, modify or amend the Plan in certain cases and execute all other responsibilities permitted or required under the Plan. The Plan administrator shall be limited in its administration of the Plan only in the event

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that a performance award or annual incentive award intended to comply with section 162(m) of the Code requires the Board to be composed solely of “outside” directors at a time when not all directors are considered “outside” directors for purposes of section 162(m) of the Code; at such time any director that is not qualified to grant or administer such an award will recuse himself from the Board’s actions with regard to that award.

Securities to be Offered

The maximum aggregate number of shares of common stock that may be issued pursuant to any and all awards under the Plan shall not exceed              shares, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of awards, as provided under the Plan.

If common stock subject to any award is not issued or transferred, or ceases to be issuable or transferable for any reason, including (but not exclusively) because shares are withheld or surrendered in payment of taxes or any exercise or purchase price relating to an award or because an award is forfeited, terminated, expires unexercised, is settled in cash in lieu of common stock or is otherwise terminated without a delivery of shares, those shares of common stock will again be available for issue, transfer or exercise pursuant to awards under the Plan to the extent allowable by law.

• Options. We may grant options to eligible persons including: (i) incentive options (only to our employees or those of our subsidiaries) which comply with section 422 of the Code; and (ii) nonstatutory options. The exercise price of each option granted under the Plan will be stated in the option agreement and may vary; however, the exercise price for an option must not be less than the fair market value per share of common stock as of the date of grant (or 110% of the fair market value for certain incentive options), nor may the option be re-priced without the prior approval of our stockholders. Options may be exercised as the Board determines, but not later than ten years from the date of grant. The Board will determine the methods and form of payment for the exercise price of an option (including, in the discretion of the Board, payment in common stock, other awards or other property) and the methods and forms in which common stock will be delivered to a participant.

Stock appreciation rights (“SARs”) may be awarded in connection with an option (or as SARs that stand alone, as discussed below). SARs awarded in connection with an option will entitle the holder, upon exercise, to surrender the related option or portion thereof relating to the number of shares for which the SAR is exercised. The surrendered option or portion thereof will then cease to be exercisable. Such SAR is exercisable or transferable only to the extent that the related option is exercisable or transferable.

• SARs. A SAR is the right to receive a share of common stock, or an amount equal to the excess of the fair market value of one share of the common stock on the date of exercise over the grant price of the SAR, as determined by the Board. The exercise price of a share of common stock subject to the SAR shall be determined by the Board, but in no event shall that exercise price be less than the fair market value of the common stock on the date of grant. The Board will have the discretion to determine other terms and conditions of a SAR award.

• Restricted stock awards. A restricted stock award is a grant of shares of common stock subject to a risk of forfeiture, performance conditions, restrictions on transferability and any other restrictions imposed by the Board in its discretion. Restrictions may lapse at such times and under such circumstances as determined by the Board. Except as otherwise provided under the terms of the Plan or an award agreement, the holder of a restricted stock award will have rights as a stockholder, including the right to vote the common stock subject to the restricted stock award or to receive dividends on the common stock subject to the restricted stock award during the restriction period. The Board shall provide, in the restricted stock award agreement, whether the restricted stock will be forfeited and reacquired by us upon certain terminations of employment. Unless otherwise determined by the Board, common stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock award with respect to which such common stock or other property has been distributed.

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• Restricted stock units. RSUs are rights to receive common stock, cash, or a combination of both at the end of a specified period. The Board may subject RSUs to restrictions (which may include a risk of forfeiture) to be specified in the RSU award agreement, and those restrictions may lapse at such times determined by the Board. Restricted stock units may be settled by delivery of common stock, cash equal to the fair market value of the specified number of shares of common stock covered by the RSUs, or any combination thereof determined by the Board at the date of grant or thereafter. Dividend equivalents on the specified number of shares of common stock covered by RSUs may be paid on a current or deferred basis, as determined by the Board on or following the date of grant.

• Bonus stock awards. The Board will be authorized to grant common stock as a bonus stock award. The Board will determine any terms and conditions applicable to grants of common stock, including performance criteria, if any, associated with a bonus stock award.

• Dividend equivalents. Dividend equivalents are rights to receive cash, stock, other awards, or other property equal in value to dividends paid with respect to a specified number of shares of common stock. Dividend equivalents may be awarded on a free-standing basis or in connection with another award. The Board may provide that dividend equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional common stock, awards, or other investment vehicles, and be subject to such restrictions on transferability and risks of forfeiture, as determined by the Board.

• Performance awards and annual incentive awards. The Board may designate that certain awards granted under the Plan constitute “performance” awards. A performance award is any award the grant, exercise or settlement of which is subject to one or more performance standards. An annual incentive award is an award based on a performance period of the fiscal year, and is also conditioned on one or more performance standards. One or more of the following business criteria for the company, on a consolidated basis, and/or for specified subsidiaries, may be used by the Board in establishing performance goals for such performance awards or annual incentive awards that are intended to meet the “performance-based compensation” criteria of section 162(m) of the Code: (i) earnings per share; (ii) increase in revenues; (iii) increase in cash flow; (iv) increase in cash flow from operations; (v) increase in cash flow return; (vi) return on net assets; (vii) return on assets; (viii) return on investment; (ix) return on capital; (x) return on equity; (xi) economic value added; (xii) operating margin; (xiii) contribution margin; (xiv) net income; (xv) net income per share; (xvi) pretax earnings; (xvii) pretax operating earnings after interest expense and before incentives, service fees and extraordinary or special items; (xviii) pretax earnings before interest, depreciation and amortization; (xix) total stockholder return; (xx) debt reduction; (xxi) market share; (xxii) change in the fair market value of the common stock; (xxiii) operating income; or (xxiv) lease operating expenses. The Board may exclude the impact of any of the following events or occurrences which the Board determines should appropriately be excluded: (i) asset write-downs; (ii) litigation, claims, judgments or settlements; (iii) the effect of changes in tax law or other such laws or regulations affecting reported results; (iv) accruals for reorganization and restructuring programs; (v) any extraordinary, unusual or nonrecurring items as described in the Accounting Standards Codification Topic 225, as the same may be amended or superseded from time to time; (vi) any change in accounting principles as defined in the Accounting Standards Codification Topic 250, as the same may be amended or superseded from time to time; (vii) any loss from a discontinued operation as described in the Accounting Standards Codification Topic 360, as the same may be amended or superseded from time to time; (viii) goodwill impairment charges; (ix) operating results for any business acquired during the calendar year; (x) third party expenses associated with any acquisition by us or any subsidiary; and (xi) to the extent set forth with reasonable particularity in connection with the establishment of performance goals, any other extraordinary events or occurrences identified by the Board. The Board may also use any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Board including, but not limited to, the Standard & Poor’s 500 stock index or a group of comparable companies.

• Other stock-based awards. The Board is authorized, subject to limitations under applicable law, to grant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or

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otherwise based on, or related to, our common stock, as deemed by the Board to be consistent with the purposes of the Plan. These other awards could include convertible or exchangeable debt securities, other rights convertible or exchangeable into common stock, purchase rights for common stock, awards with value and payment contingent upon performance of the Company or any other factors designated by the Board, and awards valued by reference to the book value of our common stock or the value of securities of or the performance of specified subsidiaries of the Company. The Board shall determine the terms and conditions of these awards.

Performance awards or annual incentive awards granted to eligible persons who are deemed by the Board to be “covered employees” pursuant to section 162(m) of the Code shall be administered in accordance with the rules and regulations issued under section 162(m) of the Code. The Board may also impose individual performance criteria on the awards, which, if required for compliance with section 162(m) of the Code, will be approved by our stockholders. In any calendar year, a covered employee may not be granted an award of more than                  of our shares of stock, or cash-based award having a value of more than $                .

Tax withholding. At our discretion, subject to conditions that the Board may impose, a participant’s minimum statutory tax withholding with respect to an award may be satisfied by withholding from any payment related to an award or by the withholding of shares of common stock issuable pursuant to the award based on the fair market value of the shares.

Merger, recapitalization or change in control. If any change is made to our capitalization, such as a stock split, stock combination, stock dividend, exchange of shares or other recapitalization, merger or otherwise, which results in an increase or decrease in the number of outstanding shares of common stock, appropriate adjustments will be made by the Board in the shares subject to an award under the Plan. We will also have the discretion to make certain adjustments to awards in the event of a change in control, such as accelerating the exercisability of options or SARs, requiring the surrender of an award, with or without consideration, or making any other adjustment or modification to the award we feel is appropriate in light of the specific transaction.

A “change in control” is defined in the Plan to mean (i) subject to certain exceptions, the acquisition by a person or group of more than 50% of shares of our outstanding common stock or the total combined voting power of our outstanding securities, (ii) individuals who constitute our incumbent board cease for any reason to constitute at least a majority of the Board, (iii) a merger, consolidation, reorganization or business combination or the sale or other disposition of all or substantially all of our assets or an acquisition of assets of another entity unless following such transaction, (a) our stockholders continue to own more than 50% of the voting power of the resulting entity, (b) no person (excluding any entity controlled by or under common control with NGP Energy Capital Management, L.L.C.) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock or common equity interests of the resulting entity or the combined voting power of the then outstanding voting securities to the extent that such ownership results solely from ownership of the Company prior to the transaction or event and (c) a majority of the members of the board of directors of the resulting entity were members of our incumbent board at the time of the action of our Board providing for such transaction or event or (iv) approval by our stockholders of the Company’s complete liquidation or dissolution.

Awards To Be Granted Following This Offering

Following the consummation of this offering, we expect that our Board will approve an award of restricted stock units under the Plan to certain of our key employees, including each of our executive officers. We currently expect that these awards will contain a combination of time and performance-based vesting conditions, with a three-year annual vesting schedule. However, the number of shares subject to the awards and the precise terms and conditions of the restricted stock units have not yet been finally determined or approved.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table provides certain information regarding the beneficial ownership of our outstanding capital stock as of                     , 2014, and after giving effect to the offering and the restructuring transactions, for:

• each person who then will beneficially own more than 5% of the then outstanding capital stock on a fully diluted basis;

• each of our directors and director nominees;

• each of our named executive officers; and

• all of our directors, director nominees and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as indicated by footnote and in the next paragraph, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise noted, the mailing address of each person or entity named in the table is 1301 McKinney Street, Suite 2100, Houston, Texas 77010.

Upon the closing of this offering, the group consisting of MRD Holdings, Messrs. Bahr and Graham, and certain other former management members of WildHorse Resources will continue to control a majority of our voting common stock. As a result, we will be a “controlled company” within the meaning of the NASDAQ listing rules. However, the number of shares reflected in the table below as beneficially owned by each of the members of that group does not include shares held by the other members of that group that are subject to the terms of the voting agreement pursuant to which, among other things, such group members have agreed to vote as directed by MRD Holdings.

MRD Holdings has granted the underwriters the option to purchase up to an additional             shares of common stock and will sell such shares only to the extent such option is exercised. MRD Holdings is deemed under federal securities laws to be an underwriter with respect to the common stock it may sell in connection with this offering. The number of shares being offered by MRD Holdings in the table below assumes no exercise of the underwriters’ option to purchase additional shares of common stock from MRD Holdings.

The table does not reflect any common stock that directors and named executive officers may purchase in this offering through the directed share program described under “Underwriting.”

	Shares beneficially owned prior to offering			Shares being offered		Shares beneficially owned after offering
Name of beneficial owner	Number	Percentage				Number	Percentage
MRD Holdings LLC (“MRD Holdings”)(1)			%					%
Kenneth A. Hersh(2)			%		—			%
Anthony Bahr(3)			%		—			%
Jay Graham(3)			%		—			%
Tony R. Weber			%		—			%
John A. Weinzierl			%		—			%
Scott A. Gieselman			%		—			%
William J. Scarff			%		—			%
Andrew J. Cozby			%		—			%
Larry R. Forney			%		—			%
All executive officers, directors and director nominees as a group (10 persons)			%		—			%

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(1) The board of managers of MRD Holdings has voting and dispositive power over these shares. The board of managers of MRD Holdings consists of John A. Weinzierl, Kenneth A. Hersh, Scott A. Gieselman and Tony R. Weber, none of whom individually have voting and dispositive power over these shares. Each such person expressly disclaims beneficial ownership over these shares, except to the extent of any pecuniary interest therein. MRD LLC is owned by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”). NGP VIII, NGP IX and NGP IX Offshore may be deemed to share voting and dispositive power over the reported securities; thus, each may also be deemed to be the beneficial owner of these securities. Each of NGP VIII, NGP IX and NGP IX Offshore disclaims beneficial ownership of the reported securities in excess of such entity’s respective pecuniary interest in the securities. G.F.W. Energy VIII, L.P., GFW VIII, L.L.C., G.F.W. Energy IX, L.P. and GFW IX, L.L.C. may be deemed to beneficially own the shares held by Memorial Resource Development LLC that are attributable to NGP VIII, NGP IX and NGP IX Offshore by virtue of GFW VIII, L.L.C. being the sole general partner of G.F.W. Energy VIII, L.P. (which is the general partner of NGP VIII) and GFW IX, L.L.C. being the sole general partner of G.F.W. Energy IX, L.P. (which is the general partner of NGP IX and NGP IX Offshore). Kenneth A. Hersh, one of our directors and who is an Authorized Member of each of GFW VIII, L.L.C. and GFW IX, L.L.C., may also be deemed to share the power to vote, or to direct the vote, and to dispose, or to direct the disposition, of those shares. Mr. Hersh does not own directly any shares.

(2) G.F.W. Energy VIII, L.P., GFW VIII, L.L.C., G.F.W. Energy IX, L.P. and GFW IX, L.L.C. may be deemed to beneficially own the shares held by Memorial Resource Development LLC that are attributable to NGP VIII, NGP IX and NGP IX Offshore by virtue of GFW VIII, L.L.C. being the sole general partner of G.F.W. Energy VIII, L.P. (which is the general partner of NGP VIII) and GFW IX, L.L.C. being the sole general partner of G.F.W. Energy IX, L.P. (which is the general partner of NGP IX and NGP IX Offshore). Kenneth A. Hersh, one of our directors and who is an Authorized Member of each of GFW VIII, L.L.C. and GFW IX, L.L.C., may also be deemed to share the power to vote, or to direct the vote, and to dispose, or to direct the disposition, of those shares. Mr. Hersh does not own directly any shares.

(3) The address for these beneficial owners is 9805 Katy Freeway, Suite 400, Houston, TX 77024.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Corporate Restructuring

In connection with our corporate restructuring, we will engage in transactions with certain affiliates and our existing equity holders. See “Restructuring Transactions” for a description of these transactions.

Historical Transactions with Affiliates

MRD LLC was formed in April 2011 and capitalized in connection with the December 2011 initial public offering of MEMP. The limited liability company agreement of MRD LLC provides for a number of different classes of units, all of which are currently owned by the Funds. In June 2012, MRD LLC issued incentive units to certain of its officers and employees. These incentive units only participate in distributions upon liquidation events meeting certain requisite financial return thresholds. Before the closing of this offering, the Funds will contribute all of their ownership of MRD LLC to MRD Holdings and the owners of incentive units in MRD LLC will exchange those interests for substantially identical incentive units in MRD Holdings.

Voting Agreement

In connection with the closing of this offering, MRD Holdings will enter into a voting agreement with certain former management members of WildHorse Resources that are contributing their ownership of WildHorse Resources to us in the restructuring transactions. Among other things, the voting agreement will provide that those former management members of WildHorse Resources will vote all of their shares of our common stock as directed by MRD Holdings. The voting agreement will also prohibit the transfer of any shares of our common stock by the former management members of WildHorse Resources until after the termination of the services agreement described below.

Further, so long as the services agreement is in effect, the former management members of WildHorse Resources will have the right to appoint two board observers, Anthony Bahr and Jay Graham (or their respective designees), to attend all meetings of our Board in a non-voting, observer capacity. No board observer will have a vote on our Board. The members of the Board can exclude any board observer from any board meeting so that the members of the Board may meet in executive session, to protect attorney-client privilege, or in connection with a conflict of interest.

The voting agreement will also provide MRD Holdings with the right to designate up to three nominees to our Board, provided that such number of nominees shall be reduced to two, one and zero if the Funds and their affiliates collectively own less than 35%, 15% and 5%, respectively, of the outstanding shares of our common stock. The voting agreement will also require the stockholders party thereto to take all necessary actions, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), including voting their shares of our common stock, to cause the election of the nominees designated by MRD Holdings. In addition, the voting agreement will provide that for so long as MRD Holdings has the right to designate two directors to the board, we will cause any committee of our board to include in its membership at least one director designated by MRD Holdings, except to the extent that such membership would violate applicable securities laws or stock exchange rules.

Registration Rights Agreement

In connection with the closing of this offering, we will enter into a registration rights agreement with MRD Holdings and former management members of WildHorse Resources, Jay Graham (“Graham”) and Anthony Bahr (“Bahr”). Pursuant to the registration rights agreement, we have agreed to register the sale of shares of our common stock under certain circumstances.

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Demand Rights

At any time after the 180 day lock-up period, as described in “Underwriting,” and subject to the limitations set forth below, each of MRD Holdings, Graham and Bahr (or their permitted transferees) has the right to require us, by written notice, to prepare and file a registration statement registering the offer and sale of a certain number of their shares of common stock. Generally, we are required to provide notice of the request within five business days following the receipt of such demand request to all other holders of registrable securities, who may, in certain circumstances, participate in the registration. Subject to certain exceptions, we will not be obligated to effect a demand registration within 90 days after the closing of any underwritten offering of shares of our common stock. Further, we are not obligated to effect, (i) at the request of MRD Holdings, more than a total of three demand registrations through December 31, 2016 or, after January 1, 2017, more than one demand registration per calendar year; and (ii) any demand registrations at the request of either Graham or Bahr before the termination of the services agreement described below or, after the termination of the services agreement, more than two demand registrations at the request of each of Graham or Bahr.

We are also not obligated to effect any demand registration in which the anticipated aggregate offering price included in such offering is less than $50 million. Once we are eligible to effect a registration on Form S-3, any such demand registration may be for a shelf registration statement. We will be required to use all commercially reasonable efforts to maintain the effectiveness of any registration statement until all shares covered by such registration statement have been sold.

In addition, each of MRD Holdings, Graham and Bahr (or their permitted transferees) has the right to require us, subject to certain limitations, to effect a distribution of any or all of their shares of common stock by means of an underwritten offering. In general, any demand for an underwritten offering (other than the first requested underwritten offering made in respect of a prior demand registration and other than a requested underwritten offering made concurrently with a demand registration) shall constitute a demand request subject to the limitations set forth above.

Piggyback Rights

Subject to certain exceptions, if at any time we propose to register an offering of common stock or conduct an underwritten offering, whether or not for our own account, then we must notify MRD Holdings, Graham and Bahr (or their permitted transferees) of such proposal at least five business days before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them to include a specified number of their shares in that registration statement or underwritten offering, as applicable.

Conditions and Limitations; Expenses

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective.

Omnibus Agreement

On December 14, 2011, in connection with the closing of MEMP’s initial public offering, MRD LLC entered into an omnibus agreement with MEMP and its general partner. When the restructuring transactions are completed, we will succeed to all of MRD LLC’s duties and obligations under the omnibus agreement.

Pursuant to the omnibus agreement, MEMP is required to reimburse us for all expenses incurred by us (or payments made on MEMP’s behalf) in conjunction with our provision of general and administrative services to

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MEMP, including, but not limited to, public company expenses and an allocated portion of the salary and benefits of the executive officers of MEMP’s general partner and our other employees who perform services for MEMP or on MEMP’s behalf. MEMP is also obligated to reimburse us for insurance coverage expenses we incur with respect to MEMP’s business and operations and with respect to director and officer liability coverage for the officers and directors of MEMP’s general partner.

Pursuant to the omnibus agreement, we will indemnify MEMP’s general partner and MEMP against (i) title defects and (ii) income taxes attributable to pre-closing ownership or operation of the assets we contributed to MEMP in connection with MEMP’s initial public offering, including any income tax liabilities related to such contribution occurring on or prior to the closing of MEMP’s initial public offering.

Our indemnification obligation will survive until December 2014 with respect to title defects and (ii) for sixty days after the expiration of the applicable statute of limitations with respect to income taxes. All title claims are subject to a $25,000 per claim de minimus exception and an aggregate $2,000,000 deductible.

Pursuant to the omnibus agreement, MEMP must indemnify us for any liabilities incurred by us attributable to the operating and administrative services provided to MEMP under the omnibus agreement, other than liabilities resulting from our bad faith, fraud, gross negligence or willful misconduct. In addition, we must indemnify MEMP for any liability MEMP incurs as a result of our bad faith or willful misconduct in providing operating and administrative services under the omnibus agreement. We may terminate the omnibus agreement in the event that we cease to be an affiliate of MEMP and may also terminate the omnibus agreement in the event of MEMP’s material breach of the agreement, including failure to pay amounts due thereunder in accordance with its terms.

Under the omnibus agreement, none of the parties thereto nor any of their respective affiliates have any obligation to offer, or provide any opportunity to pursue, purchase or invest in, any business opportunity to any other party or their affiliates. Furthermore, the omnibus agreement does not restrict any of the parties thereto and their respective affiliates from competing with either us, MEMP or MEMP’s general partner.

Beta Management Agreement

On December 12, 2012, MRD LLC entered into a management agreement with its wholly-owned subsidiary, Beta Operating Company, LLC pursuant to which MRD LLC agreed to provide management and administrative oversight with respect to the services provided by such subsidiary under certain operating agreements with a subsidiary of MEMP, in exchange for an annual management fee. When the restructuring transactions are completed, we will succeed to this management agreement and we will receive approximately $0.4 million from MEMP annually under that agreement.

Services Agreement

Upon the closing of this offering, we will enter into a services agreement with WildHorse Resources and WildHorse Resources Management Company, LLC (“WHR Management”), pursuant to which WHR Management Company will provide operating and administrative services to us for twelve months relating to the Terryville Complex. In exchange for such services, we will pay a monthly management fee to WHR Management.

WHR Management may only terminate the services agreement by providing 90-days prior written notice to the Company after the six-month anniversary of the date of the agreement. We may terminate the services agreement at any time by providing written notice to WHR Management. The services agreement may only be assigned by either party with the other party’s consent. Upon the closing of this offering, WHR Management will be a subsidiary of WildHorse Resources II, LLC, an affiliate of MRD LLC and the Company. NGP and certain former management members of WildHorse Resources own WildHorse Resources II, LLC.

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Gas Processing Agreement

On March 17, 2014, WildHorse Resources, which will become our wholly-owned subsidiary in connection with the restructuring transactions to be entered into in connection with the completion of this offering, entered into a gas processing agreement with PennTex North Louisiana, LLC (“PennTex”). PennTex is a joint venture among certain affiliates of NGP in which MRD Midstream LLC owns a minority interest. Once PennTex’s processing plant becomes operational, it will process natural gas produced from wells located on certain leases owned by WildHorse Resources in the state of Louisiana. The agreement has a 15-year primary term, subject to one year extensions at either party’s election. WildHorse Resources will pay PennTex a monthly fee, subject to an annual inflationary escalation, based on volumes of natural gas delivered and processed. Once the plant is declared operational, WildHorse Resources will be obligated to pay a minimum processing fee equal to approximately $18.3 million on an annual basis, subject to certain adjustments and conditions. The gas processing agreement requires that the processing plant be operational no later than November 1, 2015.

Repurchase of Net Profits Interests

On February 28, 2014, WildHorse Resources, which will become our wholly-owned subsidiary in connection with the restructuring transactions to be entered into in connection with the completion of this offering, repurchased net profits interests from an affiliate of NGP for $63.4 million after customary adjustments. These net profits interests were originally sold to the NGP affiliate upon the completion of certain acquisitions in 2010 by WildHorse Resources.

Dispositions of Oil and Natural Gas Producing Properties to the Partnership

We have divested long-lived producing oil and natural gas properties to the Partnership through the following drop down transactions:

• In April 2012, we sold 22 Bcfe of proved reserves located in East Texas to the Partnership for cash consideration of approximately $18.5 million;

• In May 2012, we sold an additional 28 Bcfe of proved reserves in East Texas to the Partnership for a final purchase price of approximately $27.0 million;

• In March 2013, we sold 162 Bcfe of proved reserves located in East Texas to the Partnership for cash consideration of approximately $200.0 million;

• In October 2013, we sold 99 Bcfe of proved reserves located in East Texas and the Rocky Mountains to the Partnership for cash consideration of approximately $96.3 million; and

• In April 2014, we sold approximately 15 Bcfe of proved reserves located in East Texas to the Partnership for cash consideration of approximately $34.0 million, subject to customary post-closing adjustments.

Procedures for Approval of Related Party Transactions

Prior to the closing of this offering, we have not maintained a policy for approval of related party transactions. A “related party transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

• any person who is known by us to be the beneficial owner of more than 5% of our common stock;

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• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our common stock; and

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

We anticipate that our Board will adopt a written related party transactions policy prior to the completion of this offering. Pursuant to this policy, we expect that our Audit Committee will review all material facts of all related party transactions.

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RESTRUCTURING TRANSACTIONS

We are a Delaware corporation recently formed by MRD LLC. As part of the corporate restructuring that will occur in connection with the closing of this offering, MRD LLC and former WildHorse Resources management will contribute equity interests in certain entities to us in exchange for cash and shares of our common stock. See “Description of Capital Stock” for additional information regarding the terms of our amended and restated certificate of incorporation and amended and restated bylaws as will be in effect upon the closing of this offering.

The corporate restructuring will consist of the following steps, to be taken on or before the closing date of this offering:

• The Funds will contribute all of their interests in MRD LLC to MRD Holdings and the members of our management who own incentive units in MRD LLC will exchange those incentive units for substantially identical incentive units in MRD Holdings, after which MRD Holdings will own 100% of MRD LLC;

• WildHorse Resources will sell its subsidiary, WildHorse Resources Management Company, LLC (which holds certain immaterial assets related to our WildHorse Resources operations), to an affiliate of the Funds for approximately $3 million in cash, and that subsidiary will enter into a services agreement with WildHorse Resources pursuant to which that subsidiary will provide transition services to WildHorse Resources;

• MRD LLC will contribute to us substantially all of its assets, comprised of:

• 100% of the ownership interests in Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons GP Co., L.L.C., Black Diamond Minerals, LLC, Beta Operating Company, LLC and MRD Operating LLC;

• 99.9% of the membership interests in WildHorse Resources, the owner of our properties in the Terryville Complex; and

• MEMP GP (including MEMP GP’s ownership of 50% of MEMP’s incentive distribution rights);

• We will issue             shares of our common stock to MRD LLC, which MRD LLC will immediately distribute to MRD Holdings;

• We will assume the obligations of MRD LLC under the PIK notes, including the obligation to pay interest on the PIK notes if this offering closes before June 15, 2014 or to reimburse MRD LLC for the June 15, 2014 interest payment made on the PIK notes if this offering closes after June 15, 2014;

• Certain former management members of WildHorse Resources will contribute to us their outstanding incentive units in WildHorse Resources, as well as the remaining 0.1% of the membership interests in WildHorse Resources, and we will issue             shares of our common stock and pay cash consideration of approximately $             to such former management members of WildHorse Resources;

• We will enter into a registration rights agreement and a voting agreement with MRD Holdings and certain former management members of WildHorse Resources;

• We will enter into our new $2.0 billion revolving credit facility and will use approximately $             million in borrowings under that facility to repay all amounts outstanding under WildHorse Resources’ credit agreements, to pay the cash consideration payable to the former management members of WildHorse Resources and, if applicable, to reimburse MRD LLC for the June 15, 2014 interest payment made on the PIK notes;

• Our subsidiary MRD Operating LLC will enter into a merger agreement with MRD LLC pursuant to which (i) after the redemption of the PIK notes as described below, MRD LLC will merge into MRD Operating LLC, (ii) until the date of such merger, MRD LLC will continue to perform under certain ancillary commercial contracts to which it is a party in support of its current operations for our benefit (such as office leases and drilling contracts), (iii) all amounts received under such contracts will be for our benefit and (iv) we will be responsible for all amounts owing under such contracts; and

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• We will give notice of redemption to the holders of the PIK notes, which will specify a redemption date of 30 days after the closing of this offering, and we will use a portion of the net proceeds from this offering to redeem all outstanding PIK notes, including paying any applicable premium and accrued and unpaid interest, if any, to the date of redemption. Until the redemption date or any earlier discharge date of the PIK notes, we will use the amount to be paid to the holders of these notes to temporarily reduce amounts outstanding under our new revolving credit facility.

From the closing date of this offering until the date upon which the PIK notes are redeemed and the PIK notes indenture is terminated, MRD LLC will remain a subsidiary of MRD Holdings. During that time, MRD LLC will distribute to MRD Holdings:

• BlueStone, which sold substantially all of its assets in July 2013 for $117.9 million, MRD Royalty, which owns certain immaterial leasehold interests and overriding royalty interests in Texas and Montana, MRD Midstream, which owns an indirect interest in certain immaterial midstream assets in North Louisiana, and Classic Pipeline, which owns certain immaterial midstream assets in Texas;

• 5,360,912 subordinated units of MEMP representing an approximate 8.7% limited partner interest in MEMP; and

• The right to the $50 million of cash to be released from the debt service reserve account in connection with the redemption of the PIK notes (or, if the closing of this offering occurs after June 15, 2014, the right to the amount remaining in such account plus the cash received from us in reimbursement of the interest paid on June 15, 2014 in respect of the PIK notes).

The redemption date of the PIK notes will be approximately 30 days after the closing of this offering. We will have the option to pay the full redemption amount (including any applicable premium and accrued and unpaid interest to the redemption date) to the PIK notes trustee at any time before the redemption date. If we deposit that amount with the PIK notes trustee in advance of the redemption date together with irrevocable instructions to use such amount for the redemption on the redemption date, then our obligations under the PIK notes indenture will be discharged on the date of such deposit. We may choose to so deposit that amount with the PIK notes trustee in advance of the redemption date. After the PIK notes indenture is terminated or discharged, as the case may be, MRD LLC will merge into MRD Operating LLC. At that time, MRD LLC’s sole assets will be the commercial contracts noted above and relating to the businesses owned by us.

Limited Liability Company Agreement of MRD Holdings

In connection with the completion of this offering, the members of MRD Holdings, including the Funds and certain members of our management team, will enter into a limited liability company agreement of MRD Holdings, or the LLC Agreement. Among other things, the LLC Agreement will provide the mechanism by which MRD Holdings will vote the shares of our common stock that it holds and the circumstances in which distributions will be made to the members of MRD Holdings.

The LLC Agreement will provide that the board of directors of MRD Holdings will consist of:

• our Chief Executive Officer; and

• three directors appointed by the Funds.

In addition, the LLC Agreement will provide that MRD Holdings and its members will agree to vote the shares of our common stock held by MRD Holdings in favor of the election of these four directors to our Board.

Under the LLC Agreement, the board of directors of MRD Holdings has the authority to cause MRD Holdings to vote its shares of our common stock in its discretion. See “Principal and Selling Stockholders” for a description of the ownership of the voting interests of MRD Holdings and the Funds.

The LLC Agreement will provide that MRD Holdings will make distributions to its members in certain circumstances, including in connection with a change of control of us and any secondary sales of our common

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stock by MRD Holdings. In addition, on a date to be determined in accordance with the LLC Agreement, MRD Holdings may distribute all remaining shares of our common stock to its members based on a valuation at such time. The number of shares that members of our management team receive will increase to the extent that the return on investment ultimately realized by the Funds, or their successors as members of MRD Holdings, increases.

The following diagram shows our ownership structure before giving effect to the restructuring transactions and this offering.

(1) “The Funds” refer collectively to Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., which collectively own all of the membership interests in MRD LLC. Please read “Principal and Selling Stockholders” for information regarding beneficial ownership. The Funds collectively indirectly own 50% of the Partnership’s incentive distribution rights.

(2) MRD LLC owns 99.9% of the membership interests in WildHorse Resources; former management members of WildHorse Resources own the remaining 0.1%.

(3) Includes Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”), Beta Operating Company, LLC (“Beta Operating”), BlueStone Natural Resources Holdings, LLC (“BlueStone”), MRD Royalty LLC (“MRD Royalty”), MRD Midstream LLC (“MRD Midstream”) and Classic Pipeline & Gathering, LLC (“Classic Pipeline”).

(4) As of December 31, 2013.

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The following diagram shows our ownership structure after giving effect to the restructuring transactions and this offering, assuming no exercise of the underwriters’ option to purchase additional shares from MRD Holdings and does not give effect to              shares of common stock reserved for future issuance under the Memorial Resource Development Corp. 2014 Long Term Incentive Plan (described in “Management—2014 Long Term Incentive Plan”).

(1) If the underwriters exercise in full their option to purchase additional shares of common stock from MRD Holdings, the ownership interest of the public stockholders will increase to              shares of common stock, representing an aggregate     % ownership interest in us, and MRD Holdings will own              shares of common stock, representing an aggregate     % ownership interest in us.

(2) As of December 31, 2013.

(3) “The Funds” refer collectively to Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., which collectively own all of the membership interests in MRD Holdings. Please read “Principal and Selling Stockholders” for information regarding beneficial ownership. The Funds collectively indirectly own 50% of the Partnership’s incentive distribution rights.

(4) Subsidiaries of MRD Holdings following the restructuring transactions will include BlueStone Natural Resources Holdings, LLC (“BlueStone”), MRD Royalty LLC (“MRD Royalty”), MRD Midstream LLC (“MRD Midstream”) and Classic Pipeline & Gathering, LLC (“Classic Pipeline”). Also, please see the “Principal and Selling Stockholders” table on page 137 for the beneficial ownership of our shares by our executive officers and directors.

(5) Includes Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”) and Beta Operating Company, LLC (“Beta Operating”).

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DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, our authorized capital stock will consist of              shares of common stock, $          par value per share, of which              shares will be issued and outstanding, and              shares of preferred stock, $          par value per share, of which no shares will be issued and outstanding.

The following summary of our capital stock, our amended and restated certificate of incorporation and our amended and restated bylaws do not purport to be complete and are qualified in their entirety by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and amended and restated bylaws, forms of which are filed as exhibits to the registration statement of which this prospectus is a part and which will become effective at or around the effective time of such registration statement.

Common Stock

Except as provided by law or in a preferred stock designation, holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the DGCL. Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of common stock are entitled to receive ratably in proportion to the shares of common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our Board out of funds legally available for dividend payments. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets in proportion to the shares of common stock held by them that are remaining after payment or provision for payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our Board, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $          per share, covering up to an aggregate of              shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise; or removal of our incumbent officers

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and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

Upon completion of this offering, we will be subject to the provisions of Section 203 of the DGCL, which regulates corporate takeovers. In general, those provisions prohibit a Delaware corporation, including those whose securities are listed for trading on the NASDAQ, from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

• the business combination or transaction in which the person became interested is approved by the Board before the date the interested stockholder attained that status;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced other than, for purposes of determining the voting stock outstanding (but not the outstanding stock owned by the interested stockholder), shares owned by persons who are directors and also officers of us and by certain employee stock plans; or

• on or after such time the business combination is approved by the Board and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines “business combination” to include the following:

• certain mergers or consolidations involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation to or with the interested stockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• subject to certain exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons. Since the Funds will have owned their equity in us at the time we complete our corporate formation, the Funds will not be subject to the restrictions of Section 203.

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Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our amended and restated certificate of incorporation and amended and restated bylaws will:

• establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting;

• provide our Board the ability to authorize undesignated preferred stock. This ability makes it possible for our Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;

• provide that the authorized number of directors may be changed only by an affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships;

• provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock then outstanding, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

• at any time after a group including MRD Holdings and/or the Funds or their respective affiliates no longer collectively beneficially own more than 50% of the outstanding shares of our common stock:

• provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of common stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting);

• provide our certificate of incorporation and bylaws, subject to certain exceptions, may be amended by the affirmative vote of the holders of not less than 66  ²/₃% of our then outstanding common stock (prior to such time, our certificate of incorporation and bylaws may be amended by the affirmative vote of the holders of not less than 50% majority of our then outstanding common stock);

• provide that special meetings of our stockholders may only be called by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors whether or not there exist any vacancies in previously authorized directorships, (prior to such time, a special meeting may also be called at the request of stockholders holding a majority of the outstanding shares entitled to vote);

• provide for our Board to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, other than directors which may be elected by holders of preferred stock, if any, and that directors may only be removed for cause. This system of

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electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors; and

• provide that the affirmative vote of the holders of at least 75% in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to remove any or all of the directors from office and such removal may only be for cause.

Limitation of Liability and Indemnification Matters

Our amended and restated certificate of incorporation limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

• for any breach of their duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or

• for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our amended and restated certificate of incorporation and amended and restated bylaws also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. We intend to enter into indemnification agreements with each of our current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our amended and restated certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Corporate Opportunity

Under our amended and restated certificate of incorporation, to the fullest extent permitted by law:

• MRD Holdings, NGP, the Funds and their affiliates have the right to, and have no duty to abstain from, exercising such right to, conduct business with any business that is competitive or in the same line of business as us, do business with any of our clients or customers, or invest or own any interest publicly or privately in, or develop a business relationship with, any business that is competitive or in the same line of business as us;

• if MRD Holdings, NGP, the Funds or their affiliates acquires knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us; and

• we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is                     .

Listing

We have applied to list our common stock on the NASDAQ Global Market under the symbol “MRD.”

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SHARES ELIGIBLE FOR FUTURE SALE

There has not been a public market for our common stock prior to this offering. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. See “Underwriting.” Consequently, you may be unable to sell our common stock at prices equal to or greater than the price you pay in this offering.

Sale of Restricted Shares

Upon completion of this offering, we will have an aggregate of            shares of our common stock outstanding. Of these            shares, shares of our common stock to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares which may be acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. The remaining shares of our common stock outstanding will be restricted securities, as that term is defined in Rule 144, and may in the future be sold pursuant to an effective registration statement or under the Securities Act to the extent permitted by Rule 144 or any other available exemption under the Securities Act. All of the shares beneficially owned by MRD Holdings and certain former management members of WildHorse Resources following this offering will be restricted securities.

Memorial Resource Development Corp. 2014 Long Term Incentive Plan

Following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act with the SEC to register            shares of our common stock issued or reserved for issuance under the Memorial Resource Development Corp. 2014 Long Term Incentive Plan. Subject to the expiration of any lock-up restrictions as described below and following the completion of any vesting periods, shares of our common stock issued under the Memorial Resource Development Corp. 2014 Long Term Incentive Plan, issuable upon the exercise of options granted or to be granted under the plan, will be freely tradable without restriction under the Securities Act, unless such shares are held by any of our affiliates.

Lock-up Agreements

Executive officers, directors and our stockholders, including MRD Holdings and certain former management members of WildHorse Resources, have agreed not to sell or transfer any shares of our common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions. See “Underwriting” for a description of these lock-up provisions.

Rule 144

In general, under Rule 144 under the Securities Act, a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

All of our outstanding common stock before this offering is held by affiliates. A person who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares (when aggregated with sales by certain related parties) that does not exceed the greater of 1% of the then outstanding shares of our common stock

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(            shares following this offering) or the average weekly trading volume of our common stock reported through the applicable stock exchange during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Registration Rights

Pursuant to the Registration Rights Agreement we will enter into in connection with the closing of this offering, MRD Holdings and former management members of WildHorse Resources, Jay Graham and Anthony Bahr, will have customary rights to demand that we file a resale shelf registration statement or, in certain circumstances, conduct an underwritten offering of shares held by MRD Holdings, Jay Graham and Anthony Bahr. In addition, the agreement will grant MRD Holdings, Jay Graham and Anthony Bahr customary rights to participate in certain underwritten offerings of our common stock that we may conduct. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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MATERIAL TAX CONSEQUENCES

TO

NON-U.S. HOLDERS

Introduction

The following is a discussion of certain U.S. federal income tax considerations applicable to Non-U.S. Holders (as defined below) arising from the acquisition, ownership and disposition of shares of our common stock. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a Non-U.S. Holder as a result of the acquisition, ownership and disposition of shares of our common stock. In addition, this summary does not take into account the individual facts and circumstances of any particular Non-U.S. Holder that may affect the U.S. federal income tax considerations applicable to such holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any Non-U.S. Holder. Moreover, this summary is not binding on the Internal Revenue Service, or the IRS, or the U.S. courts, and no assurance can be provided that the conclusions reached in this summary will not be challenged by the IRS or will be sustained by a U.S. court if so challenged. We have not requested, and we do not intend to request, a ruling from the IRS or an opinion from U.S. legal counsel regarding any of the U.S. federal income or other tax considerations of the acquisition, ownership and disposition of shares of our common stock. Each Non-U.S. Holder should consult its own tax advisor regarding the acquisition, ownership and disposition of shares of our common stock.

Scope of This Disclosure

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (final, temporary, and proposed), U.S. court decisions, published IRS rulings and published administrative positions of the IRS, that are applicable and, in each case, as in effect and available, as of the date of this prospectus. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis and could affect the U.S. federal income tax considerations described in this summary.

Non-U.S. Holders

For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner of shares of our common stock that is not a partnership or other entity classified as a partnership for U.S. federal income tax purposes and that is not: (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations of the acquisition, ownership and disposition of shares of our common stock by Non-U.S. Holders that are subject to special provisions under the Code, including the following Non-U.S. Holders: (a) Non-U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) Non-U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-

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market accounting method; (c) Non-U.S. Holders that have a “functional currency” other than the U.S. dollar; (d) Non-U.S. Holders that own shares of our common stock as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (e) Non-U.S. Holders that acquire shares of our common stock in connection with the exercise of employee stock options or otherwise as compensation for services; (f) Non-U.S. Holders that hold shares of our common stock other than as a capital asset within the meaning of Section 1221 of the Code; (g) Non-U.S. Holders who are U.S. expatriates or former long term residents of the United States; and (h) Non-U.S. Holders that have or now own, directly, indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding shares of our common stock. Non-U.S. Holders that are subject to special provisions under the Code, including but not limited to Non-U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. state and local, and foreign tax and other tax considerations of the acquisition, ownership and disposition of shares of our common stock.

If a partnership or other entity that is classified as a partnership for U.S. federal income tax purposes holds shares of our common stock, the U.S. federal income tax considerations to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners (or owners). Partnerships or other entities that are classified as partnerships for U.S. federal income tax purposes and their owners should consult their own tax advisors regarding the U.S. federal income tax considerations of the acquisition, ownership and disposition of shares of our common stock.

Tax Considerations Other Than U.S. Federal Income Tax Considerations Not Addressed

This summary does not address any state, local, alternative minimum, estate and gift, foreign, or other tax considerations other than U.S. federal income tax considerations that may be relevant to Non-U.S. Holders in connection with the acquisition, ownership and disposition of shares of our common stock. Each Non-U.S. Holder should consult its own tax advisors regarding any state, local, estate and gift, foreign, and any other tax considerations that may be relevant to such holder in connection with the acquisition, ownership and disposition of shares of our common stock.

Dividends

In general, if dividends with respect to shares of our common stock are made, such dividends would be treated as dividends to the extent of our current or accumulated earnings and profits as determined under the Code. Any portion of a dividend that exceeds our current or accumulated earnings and profits will first be applied to reduce the Non-U.S. Holder’s basis in shares of our common stock, and, to the extent such portion exceeds the Non-U.S. Holder’s basis, the excess will be treated as gain from the disposition of shares of our common stock, the tax treatment of which is discussed below under the heading “—Gain on Sale or Other Disposition of Shares of our Common Stock.”

Generally, dividends paid in respect of shares of our common stock to a Non-U.S. Holder will be subject to U.S. withholding tax at a 30% rate, subject to the two following exceptions:

• Dividends effectively connected with a trade or business of a Non-U.S. Holder within the U.S. generally will not be subject to withholding if the Non-U.S. Holder complies with applicable IRS certification and disclosure requirements and generally will be subject to U.S. federal income tax on a net income basis at regular U.S. federal income tax rates (in the same manner as a U.S. person) on its U.S. trade or business income. In the case of a Non-U.S. Holder that is a corporation, such effectively connected income also may be subject to the branch profits tax at a 30% rate (or such lower rate as may be prescribed by an applicable tax treaty).

• The withholding tax might not apply, or might apply at a reduced rate, under the terms of an applicable tax treaty. Under Treasury Regulations, to obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder generally will be required to satisfy applicable certification and other requirements. A Non-

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U.S. Holder of shares of our common stock eligible for a reduced rate of U.S. withholding tax may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

Gain on Sale or Other Disposition of Shares of Our Common Stock

Except as described in the discussion below under the heading “Information Reporting; Backup Withholding Tax,” a Non-U.S. Holder generally will not be subject to U.S. federal income tax, including withholding tax, in connection with the receipt of proceeds from the sale, exchange, or other taxable disposition of shares of our common stock, unless:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States and, if subject to an applicable tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the U.S.;

• in the case of an individual, the Non-U.S. Holder has been present in the U.S. for at least 183 days or more in the taxable year of disposition (and certain other conditions are satisfied); or

• we are or have been a “U.S. real property holding corporation,” or USRPHC, for U.S. federal income tax purposes (that is, a domestic corporation whose trade or business and real property assets consist primarily of “U.S. real property interests”) at any time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder’s holding period for its shares of our common stock and, if shares of our common stock are “regularly traded on an established securities market,” the Non-U.S. Holder held, directly or indirectly, at any time during such period, more than 5% of our issued and outstanding common stock.

Income that is effectively connected with the conduct of a U.S. trade or business by a Non-U.S. Holder generally will be subject to regular U.S. federal income tax in the same manner as if it were realized by a U.S. Holder. In addition, if such Non-U.S. Holder is a corporation, such gain may be subject to a branch profits tax at a rate of 30% (or such lower rate as is provided by an applicable income tax treaty).

If an individual Non-U.S. Holder is present in the U.S. for at least 183 days during the taxable year of disposition, the Non-U.S. Holder may be subject to a flat 30% tax on any U.S.-source gain derived from the sale, exchange, or other taxable disposition of shares of our common stock (other than gain effectively connected with a U.S. trade or business), which may be offset by U.S.-source capital losses.

It is likely that we will be a USRPHC. As a result, any gain recognized by a Non-U.S. Holder on the sale, exchange, or other taxable disposition of our common stock may be subject to U.S. federal income tax in the same manner as gain recognized by a U.S. Holder, or the FIRPTA Tax. In addition, a Non-US. Holder may under certain circumstances be subject to withholding in an amount equal to 10% of the gross proceeds on the sale or disposition; if the Non-U.S. Holder files a U.S. federal income tax return, any amounts so withheld will generally be credited against, and refunded to the extent in excess of, any FIRPTA Tax such Non-U.S. Holder owes.

However, so long as our common stock is considered to be “regularly traded on an established securities market,” or regularly traded, at any time during the calendar year, a Non-U.S. Holder generally will not be subject to FIRPTA Tax on any gain recognized on the sale or other disposition of our common stock unless the Non-U.S. Holder owned (actually or constructively) shares of our common stock with a fair market value of more than 5% of the total fair market value of our common stock at any time during the applicable period described in the third bullet point above. No withholding is required under these rules upon a sale or other taxable disposition of our common stock if it is considered to be regularly traded. If, on the other hand, our common stock is not considered to be regularly traded, a Non-U.S. Holder will be subject to FIRPTA Tax on any gain recognized on your sale or other taxable disposition of our common stock, and withholding on the gross proceeds thereof, regardless of such Non-U.S. Holder’s percentage ownership of our common stock.

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Recent Law Changes Affecting U.S. Federal Income Tax Withholding

Legislation enacted in 2010 and recent administrative guidance will require withholding at a rate of 30% on dividends paid on or after July 1, 2014 (and gross proceeds from the sale of shares of our common stock paid on or after January 1, 2017) to certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to, among other things, report, on an annual basis, information with respect to accounts with or shares in the institution held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by United States persons, and to withhold on payments made to certain account holders. Accordingly, the entity through which shares of our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, shares of our common stock held by an investor that is a non-financial foreign entity will be subject to withholding at a rate of 30% if such entity or another non-financial foreign entity is the beneficial owner of the payment, unless, among other things, the beneficial owner or the payee either (i) certifies to the withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners” to the withholding agent, which the withholding agent will in turn provide to the Secretary of the Treasury. Non-U.S. holders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in shares of our common stock.

Information Reporting; Backup Withholding Tax

A Non-U.S. Holder generally will not be subject to information reporting or backup withholding with respect to payments of dividends on, or gross proceeds from the disposition of, shares of our common stock that are made within the United States or though certain U.S.-related financial intermediaries, provided that the Non-U.S. Holder certifies as to its foreign status or otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a Non-U.S. Holder’s U.S. federal income tax liability, and a Non-U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them in their particular circumstances.

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UNDERWRITING

Citigroup Global Markets Inc. is acting as book-running manager of the offering and as representative of the underwriters. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we and MRD LLC have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

Underwriter	Number of Shares
Citigroup Global Markets Inc.
Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
BMO Capital Markets Corp.
Goldman, Sachs & Co.
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
Credit Suisse Securities (USA) LLC
Morgan Stanley & Co. LLC
Scotia Capital (USA) Inc.
Simmons & Company International
Stephens Inc.
Stifel, Nicolaus & Company, Incorporated
UBS Securities LLC
Wunderlich Securities, Inc.
Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the underwriters’ option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $         per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representative has advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more shares than the total number set forth in the table above, MRD LLC has granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                 additional shares at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors, MRD LLC and certain former management members of WildHorse Resources have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc. dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc. in its sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice.

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The underwriters have reserved for sale at the initial public offering price up to             % of the common stock being offered by this prospectus for sale to our employees, executive officers and directors who have expressed an interest in purchasing common stock in the offering. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares. Any shares sold in the directed share program to directors and executive officers will be subject to the 180-day lock-up agreements described above.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations among us and the representative. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares listed on the Nasdaq Global Market under the symbol “MRD.”

The following table shows the underwriting discounts and commissions that we and MRD LLC are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

	Paid by the Company
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

	Paid by MRD LLC
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that our portion of the total expenses of this offering will be $         (excluding underwriting discounts and commissions).

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the underwriters’ option to purchase additional shares, and stabilizing purchases.

• Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

• “Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

• “Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

• Covering transactions involve purchases of shares either pursuant to the underwriters’ option to purchase additional shares or in the open market in order to cover short positions.

• To close a naked short position, the underwriters must purchase shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

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• To close a covered short position, the underwriters must purchase shares in the open market or must exercise their option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares.

• Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the Nasdaq Global Market, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Relationships

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, affiliates of certain of the underwriters are lenders, and in some cases agents or managers for the lenders, under WildHorse Resources’ revolving credit facility and we expect affiliates of certain of the underwriters will be lenders under the new revolving credit facility we will enter into in connection with the closing of this offering. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We and MRD Holdings have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

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• to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

• to investment services providers authorized to engage in portfolio management on behalf of third parties; or

• in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

161

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust

162

are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

Notice to Prospective Investors in Switzerland

The prospectus does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations (“CO”) and the shares will not be listed on the SIX Swiss Exchange. Therefore, the prospectus may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange. Accordingly, the shares may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors, which do not subscribe to the shares with a view to distribution.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Akin Gump Strauss Hauer & Feld LLP, Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Vinson & Elkins L.L.P., Houston, Texas.

EXPERTS

The financial statement of Memorial Resource Development Corp. as of January 31, 2014 has been included herein upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated and combined financial statements and schedules of our predecessor (as described in Note 1 to those financial statements) as of December 31, 2013 and 2012, and for each of the years then ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Estimated quantities of our proved oil and natural gas reserves and the net present value of such reserves as of December 31, 2013 set forth in this prospectus are based on the reserve report prepared by Netherland, Sewell & Associates, Inc. Our acreage had been audited or evaluated by an independent reservoir engineering firm since 2011 and Netherland, Sewell & Associates, Inc. evaluated these reserves as of December 31, 2013.

Our estimates of probable and possible reserves are prepared by management and audited by Netherland, Sewell & Associates, Inc.

Estimated quantities of MEMP’s proved oil and natural gas reserves and the net present value of such reserves as of December 31, 2013 set forth in this prospectus are based on the reserve report prepared by Netherland, Sewell & Associates, Inc. MEMP’s acreage had been audited or evaluated by an independent reservoir engineering firm since 2011 and Netherland, Sewell & Associates, Inc. evaluated these reserves as of December 31, 2013.

We have included these estimates in reliance on the authority of Netherland, Sewell & Associates, Inc. as experts in such matters.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement under the Securities Act, with respect to the shares of our common stock offered by this prospectus. This prospectus, filed as a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto as permitted by the rules and regulations of the SEC. For further information about us and our common stock, you should refer to the registration statement. This prospectus summarizes provisions that we consider material of certain contracts and other documents to which we refer you. You should review the full text of those documents. We have included copies of those documents as exhibits to the registration statement.

The registration statement and the exhibits thereto filed with the SEC may be inspected, without charge, and copies may be obtained at prescribed rates, at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call 1-800-SEC-0330 for further information on the public reference rooms. Our filings with the SEC are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

Our website address is www.memorialrd.com. We expect to make available our periodic reports and other information filed with or furnished to the SEC, free of charge through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

As a result of the offering, we and our stockholders will also become subject to the proxy solicitation rules, annual and periodic reporting requirements and other requirements of the Exchange Act. These periodic reports, proxy statements and other information will be available for inspection and copying at the regional offices, public reference facilities and web site of the SEC referred to above. We will furnish our stockholders with annual reports containing audited financial statements certified by an independent registered public accounting firm and quarterly reports containing unaudited financial statements for the first three quarters of each fiscal year.

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INDEX TO FINANCIAL STATEMENTS

	Page
MEMORIAL RESOURCE DEVELOPMENT CORP.
Historical Balance Sheet
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of January 31, 2014		F-3
Note to Balance Sheet		F-4
Unaudited Pro Forma Condensed Combined Financial Information
Introduction		F-5
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2013		F-7
Unaudited Pro Forma Condensed Combined Statements of Operations for the Year ended December 31, 2013		F-9
Notes to Unaudited Pro Forma Condensed Combined Financial Statements		F-10
PREDECESSOR
Audited Financial Statements
Report of Independent Registered Public Accounting Firm		F-21
Consolidated and Combined Balance Sheets as of December 31, 2013 and 2012		F-22
Statements of Consolidated and Combined Operations for the Years ended December 31, 2013 and 2012		F-23
Statements of Consolidated and Combined Cash Flows for the Years ended December 31, 2013 and 2012		F-24
Statements of Consolidated and Combined Equity for the Years ended December 31, 2013 and 2012		F-25
Notes to Consolidated and Combined Financial Statements		F-26
Schedule 1—Condensed Financial Information
Condensed Balance Sheets as of December 31, 2013 and 2012		F-76
Condensed Statements of Operations for the Years ended December 31, 2013 and 2012		F-77
Condensed Statements of Cash Flows for the Years ended December 31, 2013 and 2012		F-77
Notes to Condensed Financial Statements		F-78

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Memorial Resource Development Corp.

We have audited the accompanying balance sheet of Memorial Resource Development Corp. as of January 31, 2014. This financial statement is the responsibility of the Memorial Resource Development Corp.’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit of a balance sheet also includes examining, on a test basis, evidence supporting the amounts and disclosures in that balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Memorial Resource Development Corp. as of January 31, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, TX

February 6, 2014

F-2

MEMORIAL RESOURCE DEVELOPMENT CORP.

BALANCE SHEET

	January 31, 2014
ASSETS
Cash and cash equivalents	$	—
Total assets	$	—
SHAREHOLDERS’ EQUITY
Common stock, $0.01 par value; authorized 1,000 shares; 100 issued and outstanding at January 31, 2014		1
Less receivable from Memorial Resource Development LLC		(1	)
Total shareholders’ equity	$	—

See Accompanying Note to Balance Sheet.

F-3

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTE TO BALANCE SHEET

Note 1. Organization and Basis of Presentation

Memorial Resource Development Corp. (“MRDC”) is a Delaware corporation formed by Memorial Resource Development LLC (“MRD LLC”) on January 31, 2014 to own and acquire oil and natural gas properties in North America. MRD LLC is a Delaware limited liability company formed on April 27, 2011 by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”) (collectively, the “Funds”) to own, acquire, exploit and develop oil and natural gas properties. The Funds are private equity funds managed by Natural Gas Partners (“NGP”).

MRDC plans to pursue an initial public offering (the “offering”) of its common stock. In connection with the closing of this offering, MRD LLC will contribute the following to us in exchange for shares of common stock: (1) 100% of its ownership interests in Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”), Beta Operating Company, LLC (“Beta Operating”), MRD Operating LLC (“MRD Operating”) and Memorial Production Partners GP LLC (“MEMP GP”), which owns a 0.1% general partner interest and 50% of the incentive distribution rights in Memorial Production Partners LP (“MEMP”), and (2) its 99.9% membership interest in WildHorse Resources, LLC (“WildHorse Resources”). In addition, certain former management members of WildHorse Resources will contribute to us the remaining 0.1% membership interest in WildHorse Resources as well as exchange their incentive units in exchange for shares of common stock and cash consideration.

This balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). MRD LLC has committed to contribute $1 as the initial sole shareholder. This contribution receivable is reflected as a reduction to equity. Separate Statements of Income, Changes in Stockholder’s Equity and of Cash Flows have not been presented because MRDC has had no business transactions or activities to date.

F-4

MEMORIAL RESOURCE DEVELOPMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

We are a Delaware corporation (“MRDC”) formed by Memorial Resource Development LLC (“MRD LLC”) in January 2014 to own and acquire oil and natural gas properties in North America. MRD LLC is a Delaware limited liability company formed on April 27, 2011 by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”) (collectively, the “Funds”) to own, acquire, exploit and develop oil and natural gas properties. The Funds are private equity funds managed by Natural Gas Partners (“NGP”).

In connection with the closing of this offering, the Funds will contribute all of their interests in MRD LLC to MRD Holdings LLC (“MRD Holdings”). MRD LLC and its consolidated subsidiaries, which is our accounting predecessor, will contribute the following to us in exchange for shares of common stock (which MRD LLC will immediately distribute to MRD Holdings): (1) 100% of its ownership interests in Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”), Beta Operating Company, LLC (“Beta Operating”), MRD Operating LLC (“MRD Operating”) and Memorial Production Partners GP LLC (“MEMP GP”), which owns a 0.1% general partner interest and 50% of the incentive distribution rights in Memorial Production Partners LP (“MEMP”), and (2) its 99.9% membership interest in WildHorse Resources, LLC (“WildHorse Resources”). In addition, certain former management members of WildHorse Resources will contribute to us the remaining 0.1% membership interest in WildHorse Resources as well as exchange their incentive units in exchange for shares of common stock and cash consideration. MRD Operating will enter into a merger agreement with MRD LLC pursuant to which after the termination of the PIK notes indenture (approximately 30 days after the closing of this offering), MRD LLC will merge into MRD Operating. Prior to this merger, MRD LLC will distribute the following to MRD Holdings: (i) its interests in both BlueStone Natural Resources Holdings, LLC (“BlueStone Holdings”) and Classic Pipeline & Gathering, LLC (“Classic Pipeline”) as well as two immaterial subsidiaries that were formed subsequent to December 31, 2013, (ii) the MEMP subordinated units and (iii) the right to the $50 million of cash to be released from the debt service reserve account in connection with the redemption of the PIK notes (or, if the closing of this offering occurs after June 15, 2014 the right to the amount remaining in such account plus the cash received from us in reimbursement of the interest paid on June 15, 2014 in respect of the PIK notes). Collectively, we refer to these transactions as the “Restructuring.”

MRD LLC controls MEMP through its ownership of MEMP GP. MEMP is a publicly traded limited partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. Due to MRD LLC’s control of MEMP through the ownership of its general partner, MRD LLC is required to consolidate MEMP for accounting and financial reporting purposes.

MRD LLC has two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties:

• MRD—reflects all of MRD LLC’s consolidating subsidiaries except for MEMP and its subsidiaries.

• MEMP—reflects the consolidated and combined operations of MEMP and its subsidiaries.

The following unaudited pro forma condensed combined financial information reflects the historical financial statements of MRD LLC adjusted on a pro forma basis to give effect to the following transactions as if they had occurred on December 31, 2013 for pro forma balance sheet purposes and on January 1, 2013 for pro forma statements of operations purposes:

• the exclusion of both BlueStone Holdings and Classic Pipeline as well as the MEMP subordinated units since they are not being conveyed to MRDC and the cash reserve associated with the PIK notes;

F-5

MEMORIAL RESOURCE DEVELOPMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

• the Restructuring transactions as described above; and

• the initial public offering of shares of common stock and the use of the net proceeds therefrom as described in “Use of Proceeds” (the “Offering”).

Offering.    For purposes of the unaudited pro forma combined financial statements, the Offering is defined as the planned issuance and sale to the public of      shares of common stock of MRDC as contemplated by this prospectus and the application of the net proceeds from such issuance as described in “Use of Proceeds.” The net proceeds from the sale of the common stock are expected to be $     million (based on an assumed initial public offering price of $    , the midpoint of the price range set forth on the cover of this prospectus), net of underwriting discounts and commissions of $     million and other offering-related expenses payable by us, which is estimated to be approximately $     million.

The unaudited pro forma combined balance sheet of MRDC is based on the audited historical consolidated and combined balance sheet of MRD LLC as of December 31, 2013 and includes pro forma adjustments to give effect to the exclusion of both BlueStone Holdings and Classic Pipeline, the MEMP subordinated units and the cash reserve associated with the PIK notes, the Restructuring, and the Offering, as if they had occurred on December 31, 2013.

The unaudited pro forma combined statements of operations of MRDC are based on: (i) the audited historical consolidated and combined statement of operations of MRD LLC for the year ended December 31, 2013, having been adjusted to give effect to the exclusion of both BlueStone Holdings and Classic Pipeline, the MEMP subordinated units, the Restructuring and the Offering as if they occurred on January 1, 2013 and (ii) the historical accounting records of MRD LLC.

The unaudited pro forma combined financial statements have been prepared on the basis that MRDC will be subject to subchapter C of the Internal Revenue Code of 1986, as amended, and as a result, will become taxable as a corporation and subject to U.S. federal and state income taxes at the entity level. The unaudited pro forma combined financial statements should be read in conjunction with the notes thereto and with the audited historical consolidated and combined financial statements and related notes of MRD LLC, included elsewhere in this prospectus.

The pro forma adjustments to the audited historical consolidated and combined financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions as currently contemplated and that the unaudited pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on MRDC.

The unaudited pro forma combined financial statements of MRDC are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company.

F-6

MEMORIAL RESOURCE DEVELOPMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

DECEMBER 31, 2013

	MRD LLC Historical			Exclude BlueStone Holdings & Classic Pipeline			Offering & Restructuring Related Adjustments			MRDC Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	77,721		$	(7,405	)	$		(e)	$
									(f)
									(g)
Restricted cash		35,000			—			(35,000	)(a)		—
Accounts receivable:
Oil and natural gas sales		68,764			(402	)		—			68,362
Joint interest owners and other		19,958			(144	)		—			19,814
Affiliates		4,652			—			—			4,652
Short-term derivative instruments		9,289			—			—			9,289
Prepaid expenses and other current assets		19,513			(1,786	)		—			17,727
Total current assets		234,897			(9,737	)
Property and equipment, at cost:
Oil and natural gas properties, successful efforts method		3,037,298			(50,759	)		—			2,986,539
Other		10,331			(500	)		—			9,831
Accumulated depreciation, depletion and impairment		(627,925	)		23,463			—			(604,462	)
Oil and natural gas properties, net		2,419,704			(27,796	)		—			2,391,908
Long-term derivative instruments		48,616			—			—			48,616
Restricted investments		73,385			—			—			73,385
Restricted cash		15,506			—			(15,000	)(a)		506
Other long-term assets		37,053			—				(f)
								(19,727	)(h)
Total assets	$	2,829,161		$	(37,533	)	$			$

The accompanying notes are an integral part of this unaudited pro forma financial information.

F-7

MEMORIAL RESOURCE DEVELOPMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

DECEMBER 31, 2013

	MRD LLC Historical		Exclude BlueStone Holdings & Classic Pipeline			Offering & Restructuring Related Adjustments			MRDC Pro Forma Combined
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	20,734		(401	)	$	—		$	20,333
Accounts payable—affiliates		1,975		(119	)		—			1,856
Revenues payable		56,091		(429	)		—			55,662
Accrued liabilities		98,130		(1,333	)		—			96,797
Short-term derivative instruments		9,711		—			—			9,711
Total current liabilities		186,641		(2,282	)		—			184,359
Long-term debt—MRD Segment		871,150		—				(f)
							(871,150	)(g)
Long-term debt—MEMP Segment		792,067		—			—			792,067
Asset retirement obligations		111,679		(631	)		—			111,048
Long-term derivative instruments		6,080		—			—			6,080
Other long-term liabilities		3,412		—				(d)		3,412
Total liabilities		1,971,029		(2,913	)
Equity:
Common stock		—		—				(b)
								(c)
								(e)
Additional paid in capital		—		—				(b)
								(c)
								(e)
								(g)
Accumulated deficit		—		—				(c)
								(d)
							(19,727	)(h)
Members’ equity		237,186		(28,544	)		(108,436	)(b)		—
							(50,000 (50,206	)(a)  )(a)
Previous owners		40,331		—			—			40,331
Total members’ equity		277,517		(28,544	)		—			—
Noncontrolling interest		580,615		(6,076	)		50,206	(a)		624,347
							(398	)(c)
Total equity		858,132		(34,620	)
Total liabilities and equity	$	2,829,161	$	(37,533	)	$			$

The accompanying notes are an integral part of this unaudited pro forma financial information.

F-8

MEMORIAL RESOURCE DEVELOPMENT CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

	MRD LLC Historical			Exclude BlueStone Holdings & Classic Pipeline			Offering & Restructuring Related Adjustments			MRDC Pro Forma Combined
Revenues:
Oil & natural gas sales	$	571,948		$	(18,148	)	$	—		$	553,800
Other revenues		3,075			(807	)		—			2,268
Total revenues		575,023			(18,955	)		—			556,068
Costs and expenses:
Lease operating		113,640			(1,652	)		—			111,988
Pipeline operating		1,835			—			—			1,835
Exploration		2,356			—			—			2,356
Production and ad valorem taxes		27,146			(877	)		—			26,269
Depreciation, depletion, and amortization		184,717			(10,519	)		—			174,198
Impairment of proved oil and natural gas properties		6,600			(2,399	)		—			4,201
General and administrative		125,358			(24,260	)		—			101,098
Accretion of asset retirement obligations		5,581			(58	)		—			5,523
(Gain) loss on commodity derivative instruments		(29,294	)		(17	)		—			(29,311	)
(Gain) loss on sale of properties		(85,621	)		89,548			—			3,927
Other, net		649			—			—			649
Total costs and expenses		352,967			49,766			—			402,733
Operating income		222,056			(68,721	)		—			153,335
Other income (expense):
Interest expense, net		(69,250	)		53				(i)
								1,411	(j)
								20,814	(k)
Other, net		145			(2	)		—			143
Total other income (expense)		(69,105	)		51
Income (loss) before income taxes		152,951			(68,670	)
Income tax benefit (expense)		(1,619	)		1,147				(l)
Net income (loss)	$	151,332		$	(67,523	)	$			$
Net income (loss) per common share(n)
Basic and diluted
Weighted average common shares outstanding(n)
Basic and diluted

The accompanying notes are an integral part of this unaudited pro forma financial information.

F-9

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

We are a Delaware corporation (“MRDC”) formed by Memorial Resource Development LLC (“MRD LLC”) in January 2014 to own and acquire oil and natural gas properties in North America. MRD LLC is a Delaware limited liability company formed on April 27, 2011 by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”) (collectively, the “Funds”) to own, acquire, exploit and develop oil and natural gas properties. The Funds are private equity funds managed by Natural Gas Partners (“NGP”).

In connection with the closing of this offering, the Funds will contribute all of their interests in MRD LLC to MRD Holdings LLC (“MRD Holdings”). MRD LLC and its consolidated subsidiaries, which is our accounting predecessor, will contribute the following to us in exchange for shares of common stock (which MRD LLC will immediately distribute to MRD Holdings): (1) 100% of its ownership interests in Classic Hydrocarbons Holdings, L.P. (“Classic”), Classic Hydrocarbons GP Co., L.L.C. (“Classic GP”), Black Diamond Minerals, LLC (“Black Diamond”), Beta Operating Company, LLC (“Beta Operating”), MRD Operating LLC (“MRD Operating”) and Memorial Production Partners GP LLC (“MEMP GP”), which owns a 0.1% general partner interest and 50% of the incentive distribution rights in Memorial Production Partners LP (“MEMP”), and (2) its 99.9% membership interest in WildHorse Resources, LLC (“WildHorse Resources”). In addition, certain former management members of WildHorse Resources will contribute to us the remaining 0.1% membership interest in WildHorse Resources as well as exchange their incentive units in exchange for shares of common stock and cash consideration. MRD Operating will enter into a merger agreement with MRD LLC pursuant to which after the termination of the PIK notes indenture (approximately 30 days after the closing of this offering), MRD LLC will merge into MRD Operating. Prior to this merger, MRD LLC will distribute the following to MRD Holdings: (i) its interests in both BlueStone Natural Resources Holdings, LLC (“BlueStone Holdings”) and Classic Pipeline & Gathering, LLC (“Classic Pipeline”) as well as two immaterial subsidiaries that were formed subsequent to December 31, 2013, (ii) the MEMP subordinated units and (iii) the right to the $50 million of cash to be released from the debt service reserve account in connection with the redemption of the PIK notes (or, if the closing of this offering occurs after June 15, the right to the amount remaining in such account plus the cash received from us in reimbursement of the interest paid on June 15 in respect of the PIK notes). Collectively, we refer to these transactions as the “Restructuring.”

MRD LLC controls MEMP through its ownership of MEMP GP. MEMP is a publicly traded limited partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. Due to MRD LLC’s control of MEMP through the ownership of its general partner, MRD LLC is required to consolidate MEMP for accounting and financial reporting purposes.

The following unaudited pro forma condensed combined financial information reflects the historical financial statements of MRD LLC adjusted on a pro forma basis to give effect to the following transactions as if they had occurred on December 31, 2013 for pro forma balance sheet purposes and on January 1, 2013 for pro forma statements of operations purposes:

• the exclusion of both BlueStone Holdings and Classic Pipeline as well as the MEMP subordinated units since they are not being conveyed to MRDC and the cash reserve associated with the PIK notes;

• the Restructuring transactions as described above; and

• the initial public offering of shares of common stock and the use of the net proceeds therefrom as described in “Use of Proceeds” (the “Offering”).

The unaudited pro forma combined balance sheet of MRDC is based on the audited historical consolidated and combined balance sheet of MRD LLC as of December 31, 2013 and includes pro forma adjustments to give

F-10

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

effect to the exclusion of both BlueStone Holdings and Classic Pipeline as well as the MEMP subordinated units, and the Offering, as if they had occurred on December 31, 2013.

The unaudited pro forma combined statements of operations of MRDC are based on: (i) the audited historical consolidated and combined statement of operations of MRD LLC for the year ended December 31, 2013, having been adjusted to give effect to the exclusion of both BlueStone Holdings and Classic Pipeline as well as the MEMP subordinated units, and the Offering as if they occurred on January 1, 2013 and (ii) the historical accounting records of MRD LLC.

The unaudited pro forma combined financial statements have been prepared on the basis that MRDC will be subject to subchapter C of the Internal Revenue Code of 1986, as amended, and as a result, will become taxable as a corporation and subject to U.S. federal and state income taxes at the entity level. The unaudited pro forma combined financial statements should be read in conjunction with the notes thereto and with the audited historical consolidated and combined financial statements and related notes of MRD LLC, included elsewhere in this prospectus.

The pro forma adjustments to the audited historical consolidated and combined financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes ultimately may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions as currently contemplated and that the unaudited pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on MRDC.

The unaudited pro forma combined financial statements of MRDC are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company.

F-11

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 2. MRD Segment Stand-Alone Pro Forma Financial Statements

Unaudited Pro Forma Condensed Combined Balance Sheet—December 31, 2013

	MRD Segment Historical			Exclude BlueStone Holdings & Classic Pipeline			Offering & Restructuring Related Adjustments			MRD Segment Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	64,582		$	(7,405	)	$		(e)	$
									(f)
									(g)
Restricted cash		35,000			—			(35,000	)(a)		—
Accounts receivable:
Oil and natural gas sales		34,232			(402	)		—			33,830
Joint interest owners and other		15,324			(144	)		—			15,180
Affiliates		6,963			—			—			6,963
Short-term derivative instruments		1,688			—			—			1,688
Prepaid expenses and other current assets		10,367			(1,786	)		—			8,581
Total current assets		168,156			(9,737	)
Property and equipment, at cost:
Oil and natural gas properties, successful efforts method		1,272,830			(50,759	)		—			1,222,071
Other		7,431			(500	)		—			6,931
Accumulated depreciation, depletion and impairment		(259,121	)		23,463			—			(235,658	)
Oil and natural gas properties, net		1,021,140			(27,796	)		—			993,344
Long-term derivative instruments		5,959			—						5,959
Investments in unconsolidated affiliates		50,780			—			(50,206	)(a)		574
Restricted cash		15,506			—			(15,000	)(a)		506
Other long-term assets		19,593			—				(f)
								(19,727	)(h)
Total assets	$	1,281,134		$	(37,533	)	$			$

F-12

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

	MRD  Segment Historical		Exclude BlueStone Holdings & Classic Pipeline			Offering & Restructuring Related Adjustments			MRD Segment Pro Forma Combined
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	12,561		(401	)	$	—		$	12,160
Accounts payable—affiliates		4,493		(119	)		—			4,374
Revenues payable		39,800		(429	)		—			39,371
Accrued liabilities		58,373		(1,333	)		—			57,040
Short-term derivative instruments		1,715		—			—			1,715
Total current liabilities		116,942		(2,282	)		—			114,660
Long-term debt—MRD Segment		871,150		—				(f)
							(871,150	)(g)
Asset retirement obligations		12,059		(631	)		—			11,428
Long-term derivative instruments		205		—			—			205
Other long-term liabilities		1,366		—			—	(d)		1,366
Total liabilities		1,001,722		(2,913	)
Equity:
Common stock		—		—				(b)
								(c)
								(e)
Additional paid in capital		—		—				(b)
								(c)
								(e)
								(g)
Accumulated deficit		—		—				(c)
								(d)
							(19,727	)(h)
Members’ equity		232,774		(28,544	)		(104,024	)(b)		—
							(50,000	)(a)
							(50,206	)(a)
Previous Owners		40,331		—			—			40,331
Total members’ equity		273,105		(28,544	)
Noncontrolling interest		6,307		(6,076	)		(231	)(c)		—
Total equity		279,412		(34,620	)
Total liabilities and equity	$	1,281,134	$	(37,533	)	$			$

F-13

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Combined Statements of Operations—For the Year Ended December 31, 2013

.	MRD Segment Historical			Exclude BlueStone Holdings & Class Pipeline			MRD Segment Adjustments		Offering & Restructuring Related Adjustments			MRD Segment Pro Forma Combined
Revenues:
Oil & natural gas sales	$	230,751		$	(18,148	)	$	—	$	—		$	212,603
Other revenues		807			(807	)		—		—			—
Total revenues		231,558			(18,955	)		—		—			212,603
Costs and expenses:
Lease operating		25,006			(1,652	)		—		—			23,354
Exploration		1,226			—			—		—			1,226
Production and ad valorem taxes		9,362			(877	)		—		—			8,485
Depreciation, depletion, and amortization		87,043			(10,519	)		—		—			76,524
Impairment of proved oil and natural gas properties		2,527			(2,399	)		—		—			128
General and administrative		81,758			(24,260	)		—		—			57,498
Accretion of asset retirement obligations		728			(58	)		—		—			670
(Gain) loss on commodity derivative instruments		(3,013	)		(17	)		—		—			(3,030	)
(Gain) loss on sale of properties		(82,773	)		89,548			—		—			6,775
Other, net		2			—			—		—			2
Total costs and expenses		121,866			49,766			—		—			171,632
Operating income		109,692			(68,721	)		—		—			40,971
Other income (expense):
Interest expense, net		(27,349	)		53			—			(i)
										1,411	(j)
										20,814	(k)
Earnings from equity investments		1,066			—			—		(797	)(m)		269
Other, net		145			(2	)		—		—			143
Total other income (expense)		(26,138	)		51			—
Income (loss) before income taxes		83,554			(68,670	)		—
Income tax benefit (expense)		(1,311	)		1,147			—			(l)
Net income (loss)	$	82,243		$	(67,523	)	$	—	$			$

F-14

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 3. Pro Forma Adjustments and Assumptions

Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made in the preparation of the unaudited pro forma condensed combined balance sheet:

(a) Pro forma adjustments to reflect the $50 million in cash to be released from its debt service reserve account in connection with the redemption of the PIK notes as well as the exclusion of the MEMP subordinated units.

(b) Pro forma adjustment to reflect the issuance of     shares of our common stock to MRD LLC in exchange for: (1) 100% of the ownership interests in Classic, Classic GP, Black Diamond, Beta Operating, MRD Operating and MEMP GP; (2) 99.9% of the membership interests in WildHorse Resources; and (3) 50% of the incentive distribution rights of MEMP.

(c) Pro forma adjustment to reflect the contribution from certain former management members of WildHorse Resources to us of the remaining 0.1% membership interest in WildHorse Resources and the forfeiture of their incentive units in exchange for shares of our common stock and cash consideration of $    . The cash consideration will be paid from the net proceeds from the Offering and borrowings under a new revolving credit facility as discussed in (e) and (f) below. The portion of the total consideration related to acquiring the 0.1% membership interest will be accounted for as the acquisition of noncontrolling interests and the remaining portion related to the incentive units will be recorded as compensation expense within general and administrative expenses. A corresponding charge to earnings has not been reflected in the unaudited pro forma combined statements of operations as the charge is considered non-recurring.

(d) Pro forma adjustment to reflect the estimated change in long-term deferred tax liabilities for temporary differences between the historical cost basis and tax basis of the assets and liabilities being contributed to MRDC. MRDC will be subject to subchapter C of the Internal Revenue Code of 1986, as amended, and as a result, will become taxable as a corporation and subject to U.S. federal and state income taxes at the entity level. A corresponding charge to earnings has not been reflected in the unaudited pro forma combined statements of operations as the charge is considered non-recurring.

(e) Pro forma adjustments to reflect the estimated gross proceeds of     million to the Company from the issuance and sale of     million shares of common stock at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this registration statement), net of estimated underwriting discounts and commissions of $     million and additional estimated expenses related to the Offering of approximately $    million.

(f) Pro forma adjustment to reflect the cash proceeds from borrowings by MRDC of $    million under a new credit facility and financing costs of $    .

(g) Pro forma adjustments to record the use of the $    million of net proceeds from this Offering and borrowings under our new revolving credit facility to: (1) redeem the PIK notes in their entirety and pay any applicable premium in connection with such redemption and accrued and unpaid interest, if any, to the date of redemption; (2) repay indebtedness under WildHorse Resources’ revolving and second lien credit facilities; and (3) pay cash consideration to former management members of WildHorse Resources.

(h) Pro forma adjustment to reflect a $8.3 million write-off of unamortized deferred financing costs associated with the PIK notes upon redemption and a $11.4 million of write-off of unamortized deferred financing costs associated with WildHorse Resources’ revolving and second lien credit facilities; however, a corresponding charge to earnings has not been reflected in the unaudited pro forma combined statements of operations as the charge is considered non-recurring.

F-15

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Combined Statements of Operations

The following adjustments were made in the preparation of the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2013:

(i) Pro forma adjustment to reflect the incurrence of interest expense on $    million of borrowings by MRDC under a new credit facility at LIBOR plus     % and expenses on the unused borrowing base of     %. Pro forma adjustment also reflects amortization of deferred financing costs of approximately $    million for the year ended December 31, 2013. A one-eighth percentage point change in the interest rate would change pro forma interest by $    million for the year ended December 31, 2013.

(j) Pro forma adjustment to reflect a reduction in interest expense on the PIK notes as a result of applying $    million of net proceeds from this Offering to redeem the PIK notes in their entirety.

(k) Pro forma adjustment to reflect a reduction in interest expense under WildHorse Resources’ revolving and second lien credit facilities associated with repayment of such debt with net proceeds from the Offering and borrowing by MRDC under a new credit facility. The second lien facility was entered into in June 2013.

(l) Pro forma adjustment to reflect the estimated incremental income tax provision associated with the historical results of operations and pro forma adjustments assuming the earnings had been subject to federal income tax as a subchapter C corporation using an effective tax rate of approximately     %. This rate is inclusive of federal and state income taxes.

(m) Pro forma adjustment to reflect the exclusion of the MEMP subordinated units.

(n) Basic and diluted earnings per share is based on the issuance and sale of shares of common stock at the initial public offering.

Note 4. Pro Forma Proved Reserves and Standardized Measure of Discounted Future Net Cash Flows

Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” oil and natural gas reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other estimates included in the financial statement disclosures.

Proved reserves are those quantities of oil and natural gas that by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will continue the project within a reasonable time.

Netherland, Sewell & Associates, Inc. (“NSAI”) was engaged to prepare all of our estimated proved reserves (by volume) at December 31, 2013. All proved reserves are located in the United States and all prices are held constant in accordance with SEC rules.

In accordance with SEC regulations, reserves at December 31, 2013 were estimated using the unweighted arithmetic average first-day-of-the-month price for the preceding 12-month period.

F-16

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following table sets forth estimates of the net reserves as of December 31, 2013:

	MRD LLC Historical Equivalent (MMcfe)			Exclude BlueStone Holdings Equivalent (MMcfe)			MRDC Pro Forma Combined Equivalent (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year		2,074,990			(8,057	)		2,066,933
Extensions and discoveries		295,832			—			295,832
Purchase of minerals in place		57,737			—			57,737
Production		(103,122	)		1,690			(101,432	)
Sales of minerals in place		(27,169	)		4,178			(22,991	)
Revision of previous estimates		(157,586	)		2,189			(155,397	)
End of year(1)		2,140,682			—			2,140,682
Proved developed reserves:
Beginning of year		957,573			(4,901	)		952,672
End of year		984,534			—			984,534
Proved undeveloped reserves:
Beginning of year		1,117,417			(3,156	)		1,114,261
End of year		1,156,148			—			1,156,148

(1) MRD LLC historical column includes reserves of 965,110 MMcfe attributable to noncontrolling interests and the previous owners.

A variety of methodologies are used to determine our proved reserve estimates. The principal methodologies employed are reservoir simulation, decline curve analysis, volumetric, material balance, advance production type curve matching, petro-physics/log analysis and analogy. Some combination of these methods is used to determine reserve estimates in substantially all of our fields.

The standardized measure of discounted future net cash flows presented below is computed by applying first of month average prices, year-end costs and legislated tax rates and a discount factor of 10 percent to proved reserves. We do not believe the standardized measure provides a reliable estimate of the expected future cash flows to be obtained from the development and production of its oil and gas properties or of the value of its proved oil and gas reserves. The standardized measure is prepared on the basis of certain prescribed assumptions including first of month average prices, which represent discrete points in time and therefore may cause significant variability in cash flows from year to year as prices change.

F-17

MEMORIAL RESOURCE DEVELOPMENT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The standardized measure of discounted future net cash flows is as follows for the year ended December 31, 2013 (in thousands):

	MRD LLC Historical			Offering & Restructuring Related Adjustments			MRDC Pro Forma Combined
Future cash inflows	$	12,614,998		$	—		$	12,614,998
Future production costs		(4,306,398	)		—			(4,306,398	)
Future development costs		(2,038,803	)		—			(2,038,803	)
Future income tax expense(1)		—			(821,733	)		(821,733	)
Future net cash flows for estimated timing of cash flows		6,269,797			(821,733	)		5,448,064
10% annual discount for estimated timing of cash flows		(3,192,733	)		392,018			(2,800,715	)
Standardized measure of discounted future net cash flows(2)	$	3,077,064		$	(429,715	)	$	2,647,349

(1) Pro forma adjustment to reflect the estimated incremental income tax provision associated with the historical results of operations and pro forma adjustments for the MRD Segment assuming the earnings had been subject to federal income tax as a subchapter C corporation using an effective tax rate of approximately 36%. This rate is inclusive of federal and state income taxes.

(2) The MRD LLC Historical column includes $1,529,217 attributable to noncontrolling interests and the previous owners and on a pro forma basis includes $1,506,499 attributable to noncontrolling interests and the previous owners.

The following is a summary of the changes in the standardized measure of discounted future net cash flows for the proved oil and natural gas reserves during the year ended December 31, 2013 (in thousands):

	MRD LLC Historical			Exclude BlueStone Holdings			Offering & Restructuring Related Adjustments			MRDC Pro Forma Combined
Beginning of year	$	2,910,511		$	(35,469	)	$	—		$	2,875,042
Sale of oil and natural gas produced, net of production costs		(430,964	)		13,694			—			(417,270	)
Purchase of minerals in place		74,337			—			—			74,337
Sale of minerals in place		(54,091	)		24,718			—			(29,373	)
Extensions and discoveries		437,427			—			—			437,427
Changes in income taxes		—			—			(429,715	)		(429,715	)
Changes in prices and costs		(85,731	)		—			—			(85,731	)
Previously estimated development costs incurred		261,787			(4,048	)		—			257,739
Net changes in future development costs		(17,514	)		—			—			(17,514	)
Revisions of previous quantities		(327,926	)		—			—			(327,926	)
Accretion of discount		287,535			—			—			287,535
Change in production rates and other		21,693			1,105			—			22,798
End of year	$	3,077,064		$	—		$	(429,715	)	$	2,647,349

F-18

MRD Segment

The following table sets forth estimates of the net reserves as of December 31, 2013:

	MRD Segment Historical Equivalent (MMcfe)			Exclude BlueStone Holdings Equivalent (MMcfe)			MRD Segment Pro Forma Combined Equivalent (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year		1,059,895			(8,057	)		1,051,838
Extensions and discoveries		210,652			—			210,652
Purchase of minerals in place		39,183			—			39,183
Production		(46,819	)		1,690			(45,129	)
Sales of minerals in place		(27,169	)		4,178			(22,991	)
Revision of previous estimates		(110,165	)		2,189			(107,976	)
End of year(1)		1,125,577			—			1,125,577
Proved developed reserves:
Beginning of year		337,869			(4,901	)		332,968
End of year		367,641			—			367,641
Proved undeveloped reserves:
Beginning of year		722,026			(3,156	)		718,870
End of year		757,936			—			757,936

(1) MRD segment historical column includes reserves of 965,110 MMcfe attributable to noncontrolling interests and the previous owners.

The standardized measure of discounted future net cash flows is as follows for the year ended December 31, 2013 (in thousands):

	MRD Segment Historical			Exclude BlueStone Holdings		Offering & Restructuring Related Adjustments			MRD Segment Pro Forma Combined
Future cash inflows	$	5,722,848		$	—	$	—		$	5,722,848
Future production costs		(1,587,374	)		—		—			(1,587,374	)
Future development costs		(1,352,945	)		—		—			(1,352,945	)
Future income tax expense(1)		—			—		(760,433	)		(760,433	)
Future net cash flows for estimated timing of cash flows		2,782,529			—		(760,433	)		2,022,096
10% annual discount for estimated timing of cash flows		(1,313,577	)		—		358, 986			(954,591	)
Standardized measure of discounted future net cash flows(2)	$	1,468,952		$	—	$	(401,447	)	$	1,067,505

(1) Pro forma adjustment to reflect the estimated incremental income tax provision associated with the historical results of operations and pro forma adjustments for the MRD Segment assuming the earnings had been subject to federal income tax as a subchapter C corporation using an effective tax rate of approximately 36%. This rate is inclusive of federal and state income taxes.

(2) The MRD Segment Historical column includes $63,422 attributable to noncontrolling interests and the previous owners and on a pro forma basis includes $40,704 attributable to noncontrolling interests and the previous owners.

F-19

The following is a summary of the changes in the standardized measure of discounted future net cash flows for the proved oil and natural gas reserves during the year ended December 31, 2013 (in thousands):

	MRD Segment Historical			Exclude BlueStone Holdings			Offering & Restructuring Related Adjustments			MRD Segment Pro Forma Combined
Beginning of year	$	1,320,595		$	(35,469	)	$	—		$	1,285,126
Sale of oil and natural gas produced, net of production costs		(196,444	)		13,694			—			(182,750	)
Purchase of minerals in place		51,177			—			—			51,177
Sale of minerals in place		(54,091	)		24,718			—			(29,373	)
Extensions and discoveries		301,004			—			—			301,004
Changes in income taxes		—			—			(401,447	)		(401,447	)
Changes in prices and costs		(11,336	)		—			—			(11,336	)
Previously estimated development costs incurred		87,297			(4,048	)		—			83,249
Net changes in future development costs		57,353			—			—			57,353
Revisions of previous quantities		(186,804	)		—			—			(186,804	)
Accretion of discount		128,544			—			—			128,544
Change in production rates and other		(28,343	)		1,105			—			(27,238	)
End of year	$	1,468,952		$	—		$	(401,447	)	$	1,067,505

F-20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Managers

Memorial Resource Development LLC:

We have audited the accompanying consolidated and combined balance sheets of Memorial Resource Development LLC and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated and combined statements of operations, equity, and cash flows for the years then ended. In connection with our audits of the consolidated and combined financial statements, we also have audited Schedule I—Condensed Financial Information (Schedule I). These consolidated and combined financial statements and Schedule I are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated and combined financial statements and Schedule I based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated and combined financial statements referred to above present fairly, in all material respects, the financial position of Memorial Resource Development LLC and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years then ended in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related Schedule I, when considered in relation to the basic consolidated and combined financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated and combined financial statements, the balances sheets, and the related statements of operations, equity, and cash flows have been prepared on a combined basis of accounting.

/s/ KPMG LLP

Dallas, Texas

April 4, 2014

F-21

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

CONSOLIDATED AND COMBINED BALANCE SHEETS

(In thousands)

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	77,721		$	49,391
Restricted cash		35,000			2,013
Accounts receivable:
Oil and natural gas sales		68,764			64,128
Joint interest owners and other		19,958			17,701
Affiliates		4,652			77
Short-term derivative instruments		9,289			41,921
Prepaid expenses and other current assets		19,513			13,577
Total current assets		234,897			188,808
Property and equipment, at cost:
Oil and natural gas properties, successful efforts method		3,037,298			2,637,466
Other		10,331			9,920
Accumulated depreciation, depletion and impairment		(627,925	)		(471,949	)
Oil and natural gas properties, net		2,419,704			2,175,437
Long-term derivative instruments		48,616			17,179
Restricted investments		73,385			68,024
Restricted cash		15,506			—
Other long-term assets		37,053			9,856
Total assets	$	2,829,161		$	2,459,304
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	20,734		$	36,633
Accounts payable—affiliates		1,975			—
Revenues payable		56,091			50,967
Accrued liabilities		98,130			33,487
Short-term derivative instruments		9,711			4,667
Total current liabilities		186,641			125,754
Long-term debt—MRD Segment		871,150			309,200
Long-term debt—MEMP Segment		792,067			630,182
Asset retirement obligations		111,679			101,990
Long-term derivative instruments		6,080			11,623
Other long-term liabilities		3,412			3,846
Total liabilities		1,971,029			1,182,595
Commitments and contingencies (Note 14)
Equity:
Members		237,186			811,614
Previous owners (Note 1)		40,331			233,433
Total members’ equity		277,517			1,045,047
Noncontrolling interest		580,615			231,662
Total equity		858,132			1,276,709
Total liabilities and equity	$	2,829,161		$	2,459,304

See Accompanying Notes to Consolidated and Combined Financial Statements.

F-22

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

STATEMENTS OF CONSOLIDATED AND COMBINED OPERATIONS

(In thousands)

	For Year Ended December 31,
	2013			2012
Revenues:
Oil & natural gas sales	$	571,948		$	393,631
Other revenues		3,075			3,237
Total revenues		575,023			396,868
Costs and expenses:
Lease operating		113,640			103,754
Pipeline operating		1,835			2,114
Exploration		2,356			9,800
Production and ad valorem taxes		27,146			23,624
Depreciation, depletion, and amortization		184,717			138,672
Impairment of proved oil and natural gas properties		6,600			28,871
General and administrative		125,358			69,187
Accretion of asset retirement obligations		5,581			5,009
(Gain) loss on commodity derivative instruments		(29,294	)		(34,905	)
(Gain) loss on sale of properties		(85,621	)		(9,761	)
Other, net		649			502
Total costs and expenses		352,967			336,867
Operating income		222,056			60,001
Other income (expense):
Interest expense, net		(69,250	)		(33,238	)
Amortization of investment premium		—			(194	)
Other, net		145			535
Total other income (expense)		(69,105	)		(32,897	)
Income before income taxes		152,951			27,104
Income tax benefit (expense)		(1,619	)		(107	)
Net income		151,332			26,997
Net income (loss) attributable to noncontrolling interest		49,830			(2,701	)
Net income (loss) attributable to Memorial Resource Development LLC	$	101,502		$	29,698
Net income (loss) attributable to members	$	90,712		$	(7,620	)
Net income (loss) attributable to previous owners (Note 1)		10,790			37,318
Net income (loss) attributable to Memorial Resource Development LLC	$	101,502		$	29,698
Income before income taxes		152,951			27,104
Pro forma provision for income taxes (Note 2)		(55,154	)		(9,592	)
Pro forma net income	$	97,797		$	17,512
Pro forma basic and diluted earnings per share
Pro forma basic and diluted weighted average shares outstanding

See Accompanying Notes to Consolidated and Combined Financial Statements.

F-23

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

STATEMENTS OF CONSOLIDATED AND COMBINED CASH FLOWS

(In thousands)

	For Year Ended December 31,
	2013			2012
Cash flows from operating activities:
Net income	$	151,332		$	26,997
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization		184,717			138,672
Impairment of oil and natural gas properties		6,600			28,871
(Gain) loss on derivative instruments		(29,533	)		(29,323	)
Cash settlements on derivative instruments		30,403			72,045
Premiums paid for derivatives		—			(411	)
Deferred income tax expense (benefit)		76			(312	)
Amortization of loan origination costs		8,343			3,584
Accretion of senior notes net discount		554			—
Amortization of investment premium		—			194
Accretion of asset retirement obligations		5,581			5,009
Amortization of MEMP equity awards		3,557			1,423
(Gain) loss on sale of properties		(85,621	)		(9,761	)
Non-cash compensation expense		1,057			—
Exploration costs		181			6,980
Changes in operating assets and liabilities:
Accounts receivable		(15,758	)		(7,382	)
Prepaid expenses and other		(2,986	)		(1,574	)
Payables and accrued liabilities		19,320			5,392
Net cash provided by operating activities		277,823			240,404
Cash flows from investing activities:
Acquisition of oil and natural gas properties		(105,762	)		(360,678	)
Additions to oil and gas properties		(360,015	)		(273,334	)
Additions to restricted investments		(5,361	)		(4,599	)
Additions to other property and equipment		(2,670	)		(2,674	)
Additions to restricted cash		(49,347	)		(3	)
Proceeds from the sale of oil and gas properties		155,712			34,521
Other		—			29
Net cash used in investing activities		(367,443	)		(606,738	)
Cash flows from financing activities:
Advances on revolving credit facility		1,132,755			619,450
Payments on revolving credit facility		(1,766,037	)		(251,569	)
Loan origination fees		(41,175	)		(3,501	)
Borrowings under second lien credit facility		325,000			—
Proceeds from the issuances of senior notes		1,031,563			—
Purchase of additional interests in consolidated subsidiaries		(15,135	)		—
Contributions from previous owners		1,214			44,072
Proceeds from changes in ownership interests of MEMP		135,012			—
Proceeds from MEMP public equity offering		511,204			202,573
Costs incurred in conjunction with MEMP public equity offering		(21,066	)		(8,268	)
Contributions from NGP affiliates related to sale of properties		2,013			45,158
Distributions to the Funds		(732,362	)		—
Distributions to noncontrolling interests		(78,083	)		(15,208	)
Distribution to NGP affiliates (see Note 1)		(355,494	)		(242,174	)
Distributions made by previous owners		(4,005	)		(28,772	)
Cash retained by previous owners		(7,909	)		—
Other		455			—
Net cash provided by financing activities		117,950			361,761
Net change in cash and cash equivalents		28,330			(4,573	)
Cash and cash equivalents, beginning of year		49,391			53,964
Cash and cash equivalents, end of year	$	77,721		$	49,391
Supplemental cash flows:
Cash paid for interest	$	61,140		$	23,525
Noncash investing and financing activities:
Change in capital expenditures in payables and accrued liabilities		41,017			17,158
Assumptions of asset retirement obligations related to properties acquired or drilled		4,227			7,962
Contribution of oil and gas properties from NGP affiliate		—			6,893
Accrued distribution to NGP affiliates related to Cinco Group acquisition		4,352			—
Contribution related to sale of assets to NGP affiliate—restricted cash		—			2,013
Accrued equity offering costs		—			171
Distributions to noncontrolling interests		—			47

See Accompanying Notes to Consolidated and Combined Financial Statements.

F-24

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

STATEMENTS OF CONSOLIDATED AND COMBINED EQUITY

(In thousands)

	Members’ Equity
				Previous			Noncontrolling
	Members			Owners			Interest			Total
Balance January 1, 2012	$	853,436		$	261,340		$	161,588		$	1,276,364
Net income (loss)		(7,620	)		37,318			(2,701	)		26,997
Contributions		—			44,072			—			44,072
Contribution of oil and gas properties from NGP affiliate		—			6,893			—			6,893
Net proceeds from MEMP public equity offering		—			—			194,134			194,134
Distributions		—			(28,772	)		(15,255	)		(44,027	)
Net book value of net assets acquired from affiliates (Note 12)		52,217			(93,696	)		41,479			—
Amortization of MEMP equity awards		—			—			1,423			1,423
Noncontrolling interest’s share of net book value in excess of consideration received from sale of assets to MEMP		727			—			(727	)		—
Contribution related to sale of assets to NGP affiliate		6,291			40,138			742			47,171
Net book value of assets acquired by NGP affiliate		(579	)		(33,859	)		(68	)		(34,506	)
Distribution to affiliate in connection with acquisition of assets		(134,964	)		—			(107,210	)		(242,174	)
Impact from equity transactions of MEMP		41,930			—			(41,930	)		—
Other		176			(1	)		187			362
Balance December 31, 2012		811,614			233,433			231,662			1,276,709
Net income (loss)		90,712			10,790			49,830			151,332
Contributions		—			1,214			—			1,214
Net proceeds from MEMP public equity offering		—			—			490,138			490,138
Sale of MEMP common units		60,701			—			74,311			135,012
Distributions		(732,362	)		(4,005	)		(78,083	)		(814,450	)
Net book value of net assets acquired from affiliates (Note 12)		50,751			(181,556	)		130,805			—
Amortization of MEMP equity awards		—			—			3,557			3,557
Noncontrolling interest’s share of cash consideration received in excess of the net book value sold to MEMP		(24	)		—			24			—
Distribution to affiliate in connection with acquisition of assets		(98,180	)		—			(253,055	)		(351,235	)
Purchase of noncontrolling interests		(303	)		—			(14,832	)		(15,135	)
Impact from equity transactions of MEMP		54,183			—			(54,183	)		—
Other		94			(2,299	)		441			(1,764	)
Net assets retained by previous owners		—			(17,246	)		—			(17,246	)
Balance December 31, 2013	$	237,186		$	40,331		$	580,615		$	858,132

See Accompanying Notes Consolidated and Combined Financial Statements.

F-25

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Note 1. Background, Organization and Basis of Presentation

Background & Organization

Memorial Resource Development LLC (“Memorial Resource”) is a Delaware limited liability company (the “Company”) formed on April 27, 2011 by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”) (collectively, the “Funds”) to own, acquire, exploit and develop oil and natural gas properties. The Funds are private equity funds managed by Natural Gas Partners (“NGP”). Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Company” are intended to mean the business and operations of Memorial Resource Development LLC and its consolidated subsidiaries.

These financial statements have been prepared in anticipation of a proposed initial public offering (the “Offering”) of the common stock of Memorial Resource Development Corp. (“MRDC”). In connection with the closing of the Offering, Memorial Resource will contribute its ownership interests in all of its directly owned subsidiaries except for BlueStone Natural Resources Holdings, LLC (“BlueStone Holdings”), Classic Pipeline & Gathering, LLC (“Classic Pipeline”) as well as two immaterial subsidiaries that were recently formed, and 50% of the incentive distribution rights of Memorial Production Partners LP (“MEMP”) in exchange for shares of common stock of MRDC. MRDC will become a subsidiary of Memorial Resource. Memorial Resource’s consolidated and combined financial statements represent MRDC’s predecessor for accounting and financial reporting purposes.

At December 31, 2013, BlueStone Holdings’ total assets were less than 1% of consolidated total assets and the MRD Segment’s total assets. BlueStone Holdings’ total revenues were approximately 3% of consolidated total revenues and 7% of the MRD Segment’s total revenues for the year ended December 31, 2013. BlueStone Holdings’ production volumes were approximately 2% of consolidated production volumes and 4% of the MRD Segment’s production volumes for the year ended December 31, 2013.

As of December 31, 2013, Memorial Resource’s significant consolidating subsidiaries consisted of the following:

• Memorial Production Partners GP LLC (“MEMP GP”), a wholly-owned subsidiary, owns a 0.1% general partner interest in MEMP represented by 61,300 general partner units as of December 31, 2013. MEMP is a publicly traded Delaware limited partnership, the common units of which are listed on the NASDAQ Global Market under the symbol “MEMP.” MEMP was formed in April 2011 to own and acquire oil and natural gas properties in North America and completed its initial public offering on December 14, 2011. MEMP’s business activities are conducted through its wholly-owned subsidiary Memorial Production Operating LLC (“OLLC”) and its subsidiaries. All of OLLC’s consolidating subsidiaries are wholly-owned either directly or indirectly, except for one indirect majority-owned subsidiary. At December 31, 2013, Memorial Resource owned all of the 5,360,912 subordinated units outstanding. The Funds collectively indirectly own 50% of MEMP’s incentive distribution rights (“IDRs”). Memorial Resource owns the remaining IDRs. MEMP’s assets consist primarily of producing oil and natural gas properties and are located in Texas, Louisiana, Colorado, Wyoming, New Mexico, and offshore Southern California.

• Black Diamond Minerals, LLC (“Black Diamond”), a wholly-owned subsidiary, together with its majority-owned subsidiary are engaged in the exploration, development, production, and operations of oil and natural gas properties located in Colorado, Oklahoma, and Wyoming.

• BlueStone Holdings, a majority-owned subsidiary, together with its consolidated subsidiaries (collectively, “BlueStone”) are engaged in the exploration, development, production, and operations of oil and natural gas properties located in Texas. As of December 31, 2013, Memorial Resource owned an

F-26

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

89.45% membership interest in BlueStone Holdings and other individuals owned the remaining membership interests. All of BlueStone Holdings’ consolidating subsidiaries are wholly-owned either directly or indirectly.

• Classic Hydrocarbons Holdings, L.P. (“Classic”), an indirect wholly-owned subsidiary, together with its consolidated subsidiaries are engaged in the exploration, development, production, and sale of oil and natural gas primarily in East Texas and Louisiana. As of December 31, 2013, Classic Hydrocarbons GP CO., L.L.C. (“Classic GP”) owned a 0.41% general partner interest in Classic and Memorial Resource owned a 99.59% limited partner interest in Classic. All of Classic’s consolidating subsidiaries are wholly-owned either directly or indirectly. As of December 31, 2013, Memorial Resource owned a 100% membership interest in Classic GP.

• WildHorse Resources, LLC (“WildHorse”), a majority-owned subsidiary, together with its wholly-owned subsidiary are engaged in the acquisition, exploitation, and development of natural gas and crude oil properties located in Louisiana and Texas. As of December 31, 2013, Memorial Resource owned a 99.89% membership interest in WildHorse and other individuals owned the remaining membership interests. In connection with the closing of the Offering, the remaining membership interests will be contributed to MRDC and incentive units held by certain members of management will be exchanged for shares of common stock of MRDC and cash consideration.

• Beta Operating Company, LLC (“Beta Operating”), a wholly-owned subsidiary, employs those employees who operate and support MEMP’s offshore Southern California oil and gas properties. Beta Operating was contributed to Memorial Resource by MEMP in December 2012. This entity was formerly owned by an affiliate of NGP. MEMP’s acquisition of Beta Operating in December 2012 and the subsequent contribution to Memorial Resource were accounted for as common control transactions at historical cost.

• Memorial Resource Finance Corp. (“MRD Finance Corp.”), a wholly-owned subsidiary, has no material assets or any liabilities other than as a co-issuer of our debt securities. Its activities will be limited to co-issuing our debt securities and engaging in other activities incidental thereto.

MEMP acquired certain oil and natural gas producing properties in East Texas from Tanos Energy, LLC (“Tanos”) on April 2, 2012. Prior to April 1, 2013, Memorial Resource owned a 98.94% membership interest in Tanos. On April 1, 2013, Memorial Resource purchased the remaining membership interest in Tanos (see Note 11). MEMP acquired certain oil and natural gas producing properties in East Texas from Classic on May 14, 2012; acquired all of the outstanding membership interests in WHT Energy Partners LLC (“WHT”) from WildHorse and Tanos on March 28, 2013; acquired all the outstanding membership interests in Prospect Energy, LLC (“Prospect Energy”) from Black Diamond on October 1, 2013; acquired all of the outstanding membership interests in Tanos from Memorial Resource on October 1, 2013; acquired certain of the oil and natural gas properties in Jackson County, Texas (the “MRD Assets”) from Memorial Resource on October 1, 2013; and acquired certain oil and natural gas producing properties in East Texas from WildHorse on April 1, 2014. These intercompany transactions have been eliminated in preparation of our consolidated and combined financial statements.

References to “previous owners” for accounting and financial reporting purposes refer collectively to:

• Rise Energy Operating, LLC and its wholly-owned subsidiaries (except for Rise Energy Operating, Inc.) (“REO”) from February 3, 2009 (inception) through the date of acquisition. MEMP acquired REO, which owns certain operating interests in producing and non-producing oil and gas properties offshore Southern California, in December 2012 from Rise Energy Partners, LP (“Rise”). Beta Operating was a wholly-owned subsidiary of Rise Energy Operating, LLC until it was contributed to Memorial Resource by MEMP in December 2012. Rise is primarily owned by two of the Funds.

F-27

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

• Certain oil and natural gas properties and related assets primarily in the Permian Basin, East Texas and the Rockies that MEMP acquired through equity transactions on October 1, 2013 from certain affiliates of NGP. On October 1, 2013, MEMP acquired Boaz Energy, LLC (“Boaz”), Crown Energy Partners, LLC (“Crown”), the Crown net profits interest and overriding royalty interest (“Crown NPI/ORRI”), Propel Energy SPV LLC (“Propel SPV”), together with its wholly-owned subsidiary Propel Energy Services, LLC (“Propel Energy Services”), and Stanolind Oil and Gas SPV LLC (“Stanolind SPV”) from: (a) Boaz Energy Partners, LLC (“Boaz Energy Partners”), Crown Energy Partners Holdings, LLC (“Crown Holdings”), Propel Energy, LLC (“Propel Energy”) and Stanolind Oil and Gas LP (“Stanolind”), all of which are primarily owned by two of the Funds.

• A net profits interest that WildHorse purchased from NGP Income Co-Investment Fund II, L.P. (“NGPCIF”) on February 28, 2014 (“NGPCIF NPI”). NGPCIF is controlled by NGP. Upon the completion of the 2010 Petrohawk and Clayton Williams acquisitions, WildHorse sold a net profits interest in these properties to NGPCIF (see Note 12). Since WildHorse sold the net profits interest, the historical results are accounted for as a working interest for all periods.

Basis of Presentation

Our consolidated financial statements include our accounts and those of our majority-owned subsidiaries in which we have a controlling interest. Likewise, the combined financial statements include those of the previous owners for the periods that those entities were under common control.

All material intercompany transactions and balances have been eliminated in preparation of our consolidated and combined financial statements. The accompanying consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments necessary for a fair presentation of the financial statements have been made. Certain amounts in the prior year financial statements have been reclassified to conform to the presentation in the current year financial statements.

We have two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties (See Note 13). Our reportable business segments are as follows:

• MRD—reflects the combined operations of Memorial Resource, WildHorse and its previous owners, Classic and Classic GP, Black Diamond, BlueStone, Beta Operating and MEMP GP.

• MEMP—reflects the combined operations of MEMP, its previous owners, and any dropdown transactions between MEMP and other Memorial Resource subsidiaries.

Segment financial information has been retrospectively revised for the following common control transactions between MEMP and other Memorial Resource subsidiaries for comparability purposes:

• acquisition by MEMP of all the outstanding membership interests in Tanos for a purchase price of approximately $77.4 million on October 1, 2013;

• acquisition by MEMP of all the outstanding membership interests in Prospect Energy for a purchase price of approximately $16.3 million on October 1, 2013;

• acquisition by MEMP of all the outstanding membership interests in WHT for a purchase price of approximately $200.0 million on March 28, 2013;

• acquisition by MEMP of certain assets from Classic in East Texas in May 2012 for a purchase price of approximately $27.0 million; and

F-28

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

• acquisition by MEMP of certain assets from Tanos in East Texas in April 2012 for a purchase price of approximately $18.5 million.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated and combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, oil and natural gas reserves; depreciation, depletion, and amortization of proved oil and natural gas properties; future cash flows from oil and natural gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; fair values of assets acquired and liabilities assumed in business combinations and asset retirement obligations.

Principles of Consolidation and Combination

Our consolidated financial statements include our accounts and those of our majority-owned subsidiaries in which we have a controlling interest. Likewise, the combined financial statements include those of the previous owners. All material intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and all highly liquid investments with original contractual maturities of three months or less.

Concentrations of Credit Risk

Cash balances, accounts receivable, restricted investments and derivative financial instruments are financial instruments potentially subject to credit risk. Cash and cash equivalents are maintained in bank deposit accounts which, at times, may exceed the federally insured limits. Management periodically reviews and assesses the financial condition of the banks to mitigate the risk of loss. Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with the offshore Southern California oil and gas properties. These restricted investments consist of money market deposit accounts, money market mutual funds, commercial paper, and U.S. Government securities, all held with credit-worthy financial institutions. Derivative financial instruments are generally executed with major financial institutions that expose us to market and credit risks and which may, at times, be concentrated with certain counterparties. The credit worthiness of the counterparties is subject to continual review. We rely upon netting arrangements with counterparties to reduce credit exposure. We have not experienced any losses from such instruments.

Oil and natural gas are sold to a variety of purchasers, including intrastate and interstate pipelines or their marketing affiliates and independent marketing companies. Accounts receivable from joint operations are from a number of oil and natural gas companies, partnerships, individuals, and others who own interests in the properties operated by us and our predecessor. Generally, operators of crude oil and natural gas properties have the right to offset future revenues against unpaid charges related to operated wells, minimizing the credit risk associated with these receivables. Additionally, management believes that any credit risk imposed by a

F-29

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

concentration in the oil and natural gas industry is mitigated by the creditworthiness of its customer base. An allowance for doubtful accounts is recorded after all reasonable efforts have been exhausted to collect or settle the amount owed. Any amounts outstanding longer than the contractual terms are considered past due. Management determined that an allowance for uncollectible accounts was unnecessary at both December 31, 2013 and 2012, respectively.

If we were to lose any one of our customers, the loss could temporarily delay production and the sale of oil and natural gas in the related producing region. If we were to lose any single customer, we believe that a substitute customer to purchase the impacted production volumes could be identified.

Oil and Natural Gas Properties

Oil and natural gas exploration, development and production activities are accounted for in accordance with the successful efforts method of accounting. Under this method, costs of acquiring properties, costs of drilling successful exploration wells, and development costs are capitalized. The costs of exploratory wells are initially capitalized pending a determination of whether proved reserves have been found. At the completion of drilling activities, the costs of exploratory wells remain capitalized if determination is made that proved reserves have been found. If no proved reserves have been found, the costs of each of the related exploratory wells are charged to expense. In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and evaluation of the wells. The costs of such exploratory wells are expensed if a determination of proved reserves has not been made within a twelve-month period after drilling is complete. Exploration costs such as geological, geophysical, and seismic costs are expensed as incurred.

As exploration and development work progresses and the reserves on these properties are proven, capitalized costs attributed to the properties are subject to depreciation and depletion. Depletion of capitalized costs is provided using the units-of-production method based on proved oil and gas reserves related to the associated field. Capitalized drilling and development costs of producing oil and natural gas properties are depleted over proved developed reserves and leasehold costs are depleted over total proved reserves.

On the sale or retirement of a complete or partial unit of a proved property or pipeline and related facilities, the cost and related accumulated depreciation, depletion, and amortization are removed from the property accounts, and any gain or loss is recognized.

There were no material capitalized exploratory drilling costs pending evaluation at December 31, 2013 and December 31, 2012.

Impairments

Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties, such as a downward revision of the reserve estimates, less than expected production, drilling results, higher operating and development costs, or lower commodity prices. The estimated undiscounted future cash flows expected in connection with the property are compared to the carrying value of the property to determine if the carrying amount is recoverable. If the carrying value of the property exceeds its estimated undiscounted future cash flows, the carrying amount of the property is reduced to its estimated fair value using Level 3 inputs. The factors used to determine fair value include, but are not limited to, estimates of proved reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and gas properties. Impairment expense for the years ended December 31, 2013 and 2012 was approximately $6.6 million and $28.9 million, respectively.

F-30

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Nonproducing oil and natural gas properties, which consist of undeveloped leasehold costs and costs associated with the purchase of proved undeveloped reserves, are assessed for impairment on a property-by-property basis. If the assessment indicates an impairment, a loss is recognized by providing a valuation allowance. The impairment assessment is affected by economic factors such as the results of exploration activities, commodity price outlooks, remaining lease terms, and potential shifts in business strategy employed by management.

Asset Retirement Obligations

An asset retirement obligation associated with retiring long-lived assets is recognized as a liability on a discounted basis in the period in which the legal obligation is incurred and becomes determinable, with an equal amount capitalized as an addition to oil and natural gas properties, which is allocated to expense over the useful life of the asset. Generally, oil and gas producing companies incur such a liability upon acquiring or drilling a well. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. Upon settlement of the liability, a gain or loss is recognized as a component of exploration costs to the extent the actual costs differ from the recorded liability. See Note 6 for further discussion of asset retirement obligations.

Oil and Gas Reserves

The estimates of proved oil and natural gas reserves utilized in the preparation of the consolidated and combined financial statements are estimated in accordance with the rules established by the SEC and the Financial Accounting Standards Board (“FASB”). These rules require that reserve estimates be prepared under existing economic and operating conditions using a trailing 12-month average price with no provision for price and cost escalations in future years except by contractual arrangements. Netherland, Sewell & Associates, Inc. (“NSAI”), our independent reserve engineers, was engaged to prepare our reserves estimates at December 31, 2013.

Reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. It is possible that, because of changes in market conditions or the inherent imprecision of reserve estimates, the estimates of future cash inflows, future gross revenues, the amount of oil and natural gas reserves, the remaining estimated lives of oil and natural gas properties, or any combination of the above may be increased or reduced. Increases in recoverable economic volumes generally reduce per unit depletion rates while decreases in recoverable economic volumes generally increase per unit depletion rates.

Other Property & Equipment

Other property and equipment is stated at historical costs and is comprised primarily of vehicles, furniture, fixtures, and computer hardware and software. Depreciation of other property and equipment is calculated using the straight-line method generally based on estimated useful lives of three to five years.

Restricted Investments

Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with the offshore Southern California oil and gas properties. These investments are classified as held-to-maturity, and such investments are stated at amortized cost. Interest earned on these investments is included in interest expense – net in the statement of operations. The amortized cost of such investments is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is displayed as a separate line item in the statement of operations. At December 31, 2013, these restricted investments consisted of money market deposit accounts, money market mutual funds, commercial paper, and U.S. Government securities. See Note 7 for additional information.

F-31

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Debt Issuance Costs

These costs are recorded on the balance sheet and amortized over the term of the associated debt using the straight-line method which approximates the effective yield method. Amortization expense, including write-offs of debt issuance costs, for the years ended December 31, 2013 and 2012 was approximately $8.3 million and $3.6 million, respectively.

Revenue Recognition

Revenue from the sale of oil and natural gas is recognized when title passes, net of royalties due to third parties. Oil and natural gas revenues are recorded using the sales method. Under this method, revenues are recognized based on actual volumes of oil and natural gas sold to purchasers, regardless of whether the sales are proportionate to our ownership in the property. An asset or a liability is recognized to the extent that we have an imbalance in excess of our proportionate share of the remaining recoverable reserves on the underlying properties. No significant imbalances existed at December 31, 2013 or 2012.

The following individual customers each accounted for 10% or more of total reported revenues for the period indicated:

	Years Ending December 31,
	2013			2012
Consolidated & Combined:
Energy Transfer Equity, L.P. and subsidiaries		35	%		13	%
MRD Segment:
Energy Transfer Equity, L.P. and subsidiaries		77	%		39	%
Sunoco, Inc.(1)		n/a			15	%
Dominion Gas Ventures LP		n/a			15	%
MEMP Segment:
Phillips 66(2)		15	%		13	%
ConocoPhillips(2)		n/a			14	%

(1) Sunoco, Inc. became a subsidiary of Energy Transfer Equity, L.P. in October 2012.

(2) Phillips 66 was a subsidiary of ConocoPhillips through April 30, 2012. Accordingly, any revenues generated from Phillips 66 prior to May 1, 2012 were reported under ConocoPhillips.

Derivative Instruments

Commodity derivative financial instruments (e.g., swaps, floors, collars, and put options) are used to reduce the impact of natural gas and oil price fluctuations. Interest rate swaps are used to manage exposure to interest rate volatility, primarily as a result of variable rate borrowings under the credit facilities. Every derivative instrument is recorded on the balance sheet as either an asset or liability measured at its fair value. Changes in the derivative’s fair value are recognized in earnings as we have not elected hedge accounting for any of our derivative positions.

Income Tax

We are organized as a pass-through entity for federal income tax purposes. As a result, our members are responsible for federal income taxes on their share of our taxable income. Certain of our consolidated subsidiaries are taxed as corporations and subject to federal income taxes. We are also subject to the Texas margin tax and certain aspects of the tax make it similar to an income tax as the tax is assessed on 1% of taxable margin apportioned to operations in Texas. Deferred taxes arise due to temporary differences between the

F-32

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

financial statement carrying value of existing assets and liabilities and their respective tax basis. Deferred tax liabilities as of December 31, 2013 were approximately $3.2 million and total tax expense for the year was approximately $1.6 million. Deferred tax liabilities as of December 31, 2012 were approximately $3.1 million and total tax expense for the year was approximately $0.1 million.

We must recognize the tax effects of any uncertain tax positions we may adopt if the position taken by us is more likely than not sustainable based on its technical merits. If a tax position meets such criteria, the tax effect that would be recognized by us would be the largest amount of benefit with more than a 50% chance of being realized. There were no uncertain tax positions that required recognition in the financial statements at December 31, 2013 or 2012.

Upon closing of the Offering, MRDC will be treated as a taxable C corporation and will be subject to federal and certain state income taxes. Accordingly, a pro forma income tax provision has been disclosed as if Memorial Resource was a taxable corporation for all periods presented. Pro forma tax expense was computed using a blended corporate level federal and state tax rate of 36.06% and 35.39% for the years ended December 31, 2013 and 2012, respectively.

Unaudited Pro Forma Earnings Per Share

Memorial Resource has presented pro forma earnings per share (“EPS”) for all periods presented. Pro forma net income (loss) per basic share is determined by dividing the pro forma net income (loss) available to common shareholders by the number of common shares expected to be outstanding immediately following the Offering.

The following sets forth the calculation of pro forma EPS for the periods indicated (in thousands, except per share amounts):

	For the Year Ended December 31,
	2013			2012
Numerator:
Pro forma net income (loss)	$	97,797		$	17,512
Noncontrolling interest in pro forma net (income) loss, net of tax		(31,861	)		1,745
Previous owners interest in pro forma net (income) loss, net of tax		(6,899	)		(24,111	)
Pro forma net income (loss) available to common shareholders	$	59,037		$	(4,854	)
Denominator:
Common shares outstanding immediately following the Offering
Basic and diluted EPS	$			$

F-33

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following sets forth the calculation of our supplemental pro forma EPS, for the periods indicated (in thousands, except per share amounts):

	For the Year Ended December 31,
	2013			2012
Numerator:
Pro forma net income (loss)	$	97,797		$	17,512
Noncontrolling interest in pro forma net (income) loss, net of tax		(31,861	)		1,745
Pro forma net income (loss) available to common shareholders	$	65,936		$	19,257
Denominator:
Common shares outstanding immediately following the Offering
Basic and diluted EPS	$			$

Our supplemental basic and diluted EPU includes all the earnings generated by the previous owners for all periods presented due to common control considerations.

Unit-Based Compensation Arrangements

The fair value of equity-classified awards (e.g., restricted common unit awards) is amortized to earnings over the requisite service or vesting period. Compensation expense for liability-classified awards are recognized over the requisite service or vesting period of an award based on the fair value of the award re-measured at each reporting period. Generally, no compensation expense is recognized for equity instruments that do not vest.

The governing documents of Memorial Resource and certain of its subsidiaries, including WildHorse and BlueStone, provide for the issuance of incentive units. The incentive units are subject to performance conditions that affect their vesting. Compensation cost is recognized only if the performance condition is probable of being satisfied at each reporting date.

See Note 10 and 11 for further information.

Current Accrued Liabilities

Current accrued liabilities consisted of the following at the dates indicated (in thousands):

	December 31,
	2013		2012
Accrued capital expenditures	$	48,579	$	14,352
Accrued lease operating expense		13,240		6,701
Accrued general and administrative expenses		14,485		2,290
Accrued ad valorem and production taxes		3,541		3,753
Accrued interest payable		11,934		1,239
Accrued environmental		577		1,012
Other miscellaneous, including operator advances		5,774		4,140
	$	98,130	$	33,487

New Accounting Pronouncements

Offsetting Disclosure Requirements.    In December 2011, the FASB issued an accounting standard update intended to enhance current disclosure requirements on offsetting financial assets and liabilities. In January 2013,

F-34

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

the FASB issued an accounting standard update to clarify the scope of offsetting disclosure requirements. The new disclosure requirements required the disclosure of both gross and net information about derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions eligible for offset on the balance sheet or subject to a master netting arrangement or similar agreement. Disclosure of collateral received and posted in connection with master netting agreements or similar arrangements is also required. The disclosures became effective for annual and interim periods beginning on or after January 1, 2013 and were applied retrospectively. The adoption of this new guidance did not have a significant impact on our financial statements.

Note 3. Acquisitions and Divestitures

The third party acquisitions discussed below were accounted for under the acquisition method of accounting. Accordingly, we conducted assessments of net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while acquisition costs associated with the acquisitions were expensed as incurred. The operating revenues and expenses of acquired properties are included in the accompanying financial statements from their respective closing dates forward. The transactions were financed through capital contributions and borrowings under credit facilities.

The fair values of oil and natural gas properties are measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural properties include estimates of: (i) economic reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital.

MEMP has consummated several common control acquisitions since completing its initial public offering in December 2011, as further discussed in Note 12, from certain affiliates of NGP. These acquisitions were each accounted for as a transaction between entities under common control, similar to a pooling of interests, whereby the net assets acquired were recorded at historical cost.

Acquisition-related costs

Acquisition-related costs for both related party and third party transactions are included in general and administrative expenses in the accompanying statements of operations for the periods indicated below (in thousands):

For the Year Ended December 31,
2013	2012
$8,313	$4,538

2013 Acquisitions

On March 18, 2013, a purchase and sale agreement was executed by WildHorse for the purchase of certain oil and gas properties and leases in Louisiana from a third party (‘‘Louisiana Acquisition’’). The final adjusted purchase price was $67.1 million. This transaction closed on April 30, 2013. The following table summarizes the fair value of the third party assets acquired and liabilities assumed as of the acquisition date (in thousands):

	Louisiana Acquisition
Oil and gas properties	$	68,887
Asset retirement obligations		(1,789	)
Total identifiable net assets	$	67,098

F-35

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

MEMP closed two separate transactions during the year ended December 31, 2013 to acquire certain oil and natural gas properties from third parties in East Texas (the “East Texas Acquisition”) and the Rockies (the “Rockies Acquisition”) for approximately $29.4 million in aggregate. The East Texas Acquisition closed on September 6, 2013 and the Rockies Acquisition closed on August 30, 2013. The following table summarizes the fair value of the third party assets acquired and liabilities assumed as of each acquisition date (in thousands):

	East Texas Acquisition			Rockies Acquisition
Oil and gas properties	$	9,974		$	20,744
Asset retirement obligations		(78	)		(1,163	)
Accrued liabilities		—			(118	)
Total identifiable net assets	$	9,896		$	19,463

Propel Energy also acquired incremental interests in certain oil and gas properties and leases in the Hendrick Field located in Winkler County, Texas from two third parties in three separate transactions for approximately $9.3 million.

2012 Acquisitions

Third Party.    On May 1, 2012, MEMP and WildHorse jointly acquired operating and non-operating interests in certain oil and natural gas properties located in East Texas and North Louisiana from an undisclosed third party seller (“Undisclosed Seller Acquisition”) for a final net purchase price of approximately $112.1 million. These properties are located primarily in Polk County, Texas and Lincoln and Claiborne Parishes, Louisiana. During the year ended December 31, 2012, approximately $22.1 million of revenue and $9.2 million of earnings were recorded in the statement of operations related to the Undisclosed Seller Acquisition subsequent to the closing date.

On September 28, 2012, MEMP acquired certain oil and natural gas properties in East Texas from Goodrich Petroleum Corporation (“Goodrich Acquisition”) for a final net purchase price of $90.4 million after customary post-closing adjustments. The effective date of this transaction was July 1, 2012. This transaction was financed with borrowings under MEMP’s revolving credit facility. These properties are located in the East Henderson field of Rusk County, Texas. During the year ended December 31, 2012, approximately $4.6 million of revenue and $2.0 million of earnings were recorded in the statement of operations related to the Goodrich Acquisition subsequent to the closing date.

Collectively, the previous owners consummated multiple acquisitions during 2012 by acquiring operating and non-operating interests in certain oil and natural gas properties primarily located in various Texas and New Mexico counties for an aggregate adjusted purchase price of $147.9 million, the largest of which was completed in July by Stanolind. In July 2012, Stanolind completed an acquisition of working interests, royalty interests and net revenue interests (the “Menemsha Acquisition”) located in various counties in Texas for a final net purchase price of $74.7 million. During the year ended December 31, 2012, approximately $4.9 million of revenue and $0.9 million of earnings were recorded in the statement of operations related to the Menemsha Acquisition subsequent to the closing date.

F-36

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table summarizes the fair value of the assets acquired and liabilities assumed as of each acquisition date (in thousands).

	Undisclosed Seller  Acquisition			Goodrich Acquisition			Menemsha Acquisition			Other Previous Owner Acquisitions
Oil and gas properties	$	115,633		$	91,187		$	75,114		$	77,764
Prepaid expenses and other current assets		—			425			—			—
Revenues payable		(1,602	)		(875	)		—			—
Asset retirement obligations		(1,592	)		(161	)		(408	)		(4,558	)
Accrued liabilities		(297	)		(153	)		—			—
Total identifiable net assets	$	112,142		$	90,423		$	74,706		$	73,206

The following unaudited pro forma combined results of operations are provided for the year ended December 31, 2012 (in thousands) as though the Undisclosed Seller Acquisition, Goodrich Acquisition, and Menemsha Acquisition had been completed on January 1, 2011. The unaudited pro forma financial information was derived from our historical combined statements of operations and adjusted to include: (i) the revenues and direct operating expenses associated with oil and gas properties acquired, (ii) depletion expense applied to the adjusted basis of the properties acquired and (iii) interest expense on additional borrowings necessary to finance the acquisitions. The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the transactions occurred on the basis assumed above, nor is such information indicative of expected future results of operations.

Revenues	431,061
Net income	40,940

During 2012, we also acquired certain interests in oil and gas properties through several individually immaterial acquisitions for an aggregate purchase price of $10.2 million.

Divestitures

On January 1, 2013, Tanos sold a natural gas gathering pipeline located in East Texas, which it had originally acquired in April 2010, to a privately held gas transportation company for a minimum of $1.5 million. The maximum allowable additional proceeds are $2.0 million. The contingent consideration is based on the natural gas pipeline servicing any new wells that Tanos drills in the area over the next three years. The contingent consideration portion of an arrangement is recorded when the consideration is determined to be realizable. Tanos recorded an aggregate gain of approximately $1.4 million related to this transaction, of which $0.4 million was contingent consideration. Tanos also sold certain non-operated oil and gas properties in 2013 for $2.9 million and recorded a gain of $1.4 million.

On May 10, 2013, Black Diamond entered into a purchase and sale agreement with a third party to sell certain of its Wyoming oil and gas properties with an estimated net book value of $39.8 million for $33.0 million, before customary adjustments. As a result, Black Diamond recorded a loss on the sale of $6.8 million. This transaction closed on June 4, 2013.

BlueStone entered into an agreement with a publicly traded third party to sell its remaining interest in certain properties in the Mossy Grove Prospect in Walker and Madison Counties located in East Texas. Total cash consideration received by BlueStone was approximately $117.9 million, which exceeded the net book value of the properties sold by $89.5 million. The transaction closed on July 31, 2013.

F-37

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

During 2012, certain of our subsidiaries sold certain interests in oil and gas properties for an aggregate $3.3 million. Losses of approximately $0.1 million were recognized related to these divestures.

The previous owners sold certain interests in oil and gas properties offshore Louisiana on October 11, 2012 for an aggregate $40.1 million to an NGP controlled entity, of which $38.1 million was received upon closing. As of December 31, 2012, the remaining proceeds were held in escrow and included in restricted cash on the balance sheet. The remaining proceeds were released from escrow in April 2013. Due to common control considerations, the proceeds from the sale exceeded the net book value of the properties sold by $6.3 million and recognized in the equity statement as a net contribution.

On July 11, 2012, the previous owners completed the sale of a portion of its oil and gas assets located in Garza County, Texas to a third party for $26.1 million and recognized a gain of approximately $7.6 million. On September 18, 2012, the previous owners completed the sale of a portion of its oil and gas assets located in Ector County, Texas to a third party for $4.7 million and recognized a gain of approximately $2.2 million.

The majority of the proceeds generated from these sales were used to acquire operating and non-operating interests in certain oil and natural gas properties located primarily in various Texas and New Mexico counties.

Note 4. Fair Value Measurements of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). The characteristics of fair value amounts classified within each level of the hierarchy are described as follows:

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is one in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. At December 31, 2013 and 2012, all of the derivative instruments reflected on the accompanying balance sheets were considered Level 2.

Level 3—Measure based on prices or valuation models that require inputs that are both significant to the fair value measurement and are less observable from objective sources (i.e., supported by little or no market activity).

F-38

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying values of cash and cash equivalents, accounts receivables, accounts payables (including accrued liabilities) and amounts outstanding under long-term debt agreements included in the accompanying balance sheets approximated fair value at December 31, 2013 and 2012. The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy. These assets and liabilities are not presented in the following tables.

The fair market values of the derivative financial instruments reflected on the balance sheets as of December 31, 2013 and 2012 were based on estimated forward commodity prices and forward interest rate yield curves. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement in its entirety. The significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table presents the derivative assets and liabilities that are measured at fair value on a recurring basis at December 31, 2013 and 2012 for each of the fair value hierarchy levels:

	Fair Value Measurements at December 31, 2013 Using
	Quoted Prices in Active  Market (Level 1)		Significant Other Observable  Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)		Fair Value
	(in thousands)
Assets:
Commodity derivatives	$	—	$	105,054	$	—	$	105,054
Interest rate derivatives		—		884		—		884
Total assets	$	—	$	105,938	$	—	$	105,938
Liabilities:
Commodity derivatives		—	$	58,234		—	$	58,234
Interest rate derivatives		—		5,590		—		5,590
Total liabilities	$	—	$	63,824	$	—	$	63,824
	Fair Value Measurements at December 31, 2012 Using
	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
	(in thousands)
Assets:
Commodity derivatives	$	—	$	95,586	$	—	$	95,586
Liabilities:
Commodity derivatives		—	$	45,938		—	$	45,938
Interest rate derivatives		—		6,838		—		6,838
Total liabilities	$	—	$	52,776	$	—	$	52,776

See Note 5 for additional information regarding our derivative instruments.

F-39

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are reported at fair value on a nonrecurring basis as reflected on the balance sheets. The following methods and assumptions are used to estimate the fair values:

• The fair value of asset retirement obligations (“AROs”) is based on discounted cash flow projections using numerous estimates, assumptions, and judgments regarding such factors as the existence of a legal obligation for an ARO; amounts and timing of settlements; the credit-adjusted risk-free rate; and inflation rates. See Note 6 for a summary of changes in AROs.

• If sufficient market data is not available, the determination of the fair values of proved and unproved properties acquired in transactions accounted for as business combinations are prepared by utilizing estimates of discounted cash flow projections. The factors to determine fair value include, but are not limited to, estimates of: (i) economic reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital.

• Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties. The factors used to determine fair value include, but are not limited to, estimates of proved reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and gas properties.

• During the year ended December 31, 2013, we recognized $6.6 million of impairments. The impairments primarily related to certain properties located in South Texas. The estimated future cash flows expected from South Texas properties were compared to their carrying values and determined to be unrecoverable as a result of a downward revision of estimated proved reserves based on pricing terms specific to these properties.

• During the year ended December 31, 2012, we recognized $28.9 million of impairments to proved oil and natural gas properties. Approximately $8.0 million related to a particular lease in the Elkhorn (Ellenburger) and Canyon Fields located in the Permian Basin as a result of a downward revision of estimated proved reserves due to unfavorable drilling results in the area. The remaining $20.9 million of impairments primarily related to certain fields in East Texas. The carrying values of these fields were determined to be unrecoverable due to a decline in gas prices.

Note 5. Risk Management and Derivative Instruments

Derivative instruments are utilized to manage exposure to commodity price and interest rate fluctuations and achieve a more predictable cash flow in connection with natural gas and oil sales from production and borrowing related activities. These transactions limit exposure to declines in prices or increases in interest rates, but also limit the benefits that would be realized if prices increase or interest rates decrease.

Certain inherent business risks are associated with commodity and interest derivative contracts, including market risk and credit risk. Market risk is the risk that the price of natural gas or oil will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by the counterparty to a contract. It is our policy to enter into derivative contracts, including interest rate swaps, only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. Each of the counterparties to our derivative contracts is a lender in our credit agreements. While collateral is generally not required to be posted by counterparties, credit risk associated with derivative instruments is minimized by limiting exposure to any single counterparty and entering into derivative instruments only with counterparties that are large financial institutions, which management believes present minimal credit risk. Additionally, master netting agreements are used to mitigate risk of loss due to default with counterparties on derivative instruments. We have also entered into the International Swaps and Derivatives

F-40

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Association Master Agreements (“ISDA Agreements”) with each of our counterparties. The terms of the ISDA Agreements provide us and each of our counterparties with rights of set-off upon the occurrence of defined acts of default by either us or our counterparty to a derivative, whereby the party not in default may set-off all liabilities owed to the defaulting party against all net derivative asset receivables from the defaulting party. See Note 8 for additional information in regards to our revolving credit facilities.

Commodity Derivatives

A combination of commodity derivatives (e.g., floating-for-fixed swaps, collars, call spreads and basis swaps) is used to manage exposure to commodity price volatility. Generally, natural gas derivative contracts are entered into and indexed to NYMEX Henry Hub and regional indices that are in proximity to our areas of production. Generally, oil derivative contracts are entered into and indexed to NYMEX WTI, Inter-Continental Exchange (“ICE”) Brent and California Midway-Sunset. Our NGL derivative contracts are indexed to OPIS Mont Belvieu. At December 31, 2013, the MRD Segment had the following open commodity positions:

	2014			2015			2016			2017
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (MMBtu)		1,190,000			880,000			670,000			520,000
Weighted-average fixed price	$	4.10		$	4.19		$	4.32		$	4.45
Collar contracts:
Average Monthly Volume (MMBtu)		330,000			130,000			—			—
Weighted-average floor price	$	4.09		$	4.00		$	—		$	—
Weighted-average ceiling price	$	5.24		$	4.64		$	—		$	—
Basis swaps:
Average Monthly Volume (MMBtu)		270,000			180,000			220,000			200,000
Spread	$	(0.07	)	$	(0.09	)	$	(0.08	)	$	(0.08	)
Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		18,000			6,000			—			—
Weighted-average fixed price	$	91.66		$	88.50		$	—		$	—
Collar contracts:
Average Monthly Volume (Bbls)		8,000			2,000			—			—
Weighted-average floor price	$	85.00		$	85.00		$	—		$	—
Weighted-average ceiling price	$	117.50		$	101.35		$	—		$	—
NGL Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		18,000			—			—			—
Weighted-average fixed price	$	64.27			—			—			—

F-41

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

At December 31, 2013, the MEMP Segment had the following open commodity positions:

	2014			2015			2016		2017		2018		2019
Natural Gas Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (MMBtu)		2,575,458			2,145,278			2,342,442		2,230,067		2,060,000		1,814,583
Weighted-average fixed price	$	4.34		$	4.30		$	4.42	$	4.31	$	4.52	$	4.77
Collar contracts:
Average Monthly Volume (MMBtu)		340,000			350,000			—		—		—		—
Weighted-average floor price	$	4.93		$	4.62		$	—	$	—	$	—	$	—
Weighted-average ceiling price	$	6.12		$	5.80		$	—	$	—	$	—	$	—
Call spreads(1):
Average Monthly Volume (MMBtu)		120,000			80,000			—		—		—		—
Weighted-average sold strike price	$	5.08		$	5.25		$	—	$	—	$	—	$	—
Weighted-average bought strike price	$	6.31		$	6.75		$	—	$	—	$	—	$	—
Basis swaps:
Average Monthly Volume (MMBtu)		2,822,083			—			—		—		—		—
Spread	$	(0.09	)	$	—		$	—	$	—	$	—	$	—
Crude Oil Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		136,444			148,281			142,313		130,600		122,000		40,000
Weighted-average fixed price	$	95.82		$	93.07		$	86.85	$	85.96	$	85.62	$	85.00
Collar contracts:
Average Monthly Volume (Bbls)		23,000			5,000			—		—		—		—
Weighted-average floor price	$	82.83		$	80.00		$	—	$	—	$	—	$	—
Weighted-average ceiling price	$	105.31		$	94.00		$	—	$	—	$	—	$	—
Basis swaps:
Average Monthly Volume (Bbls)		57,292			57,500			—		—		—		—
Spread	$	(9.21	)	$	(9.73	)	$	—	$	—	$	—	$	—
NGL Derivative Contracts:
Fixed price swap contracts:
Average Monthly Volume (Bbls)		118,500			112,800			—		—		—		—
Weighted-average fixed price	$	36.23		$	35.04		$	—	$	—	$	—	$	—

(1) These transactions were entered into for the purpose of eliminating the ceiling portion of certain collar arrangements, which effectively converted the applicable collars into swaps.

F-42

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Interest Rate Swaps

Periodically, we enter into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates such as those in our credit agreement to fixed interest rates. Conditions sometimes arise where actual borrowings are less than notional amounts hedged which has and could result in over-hedged amounts from an economic perspective. From time to time we enter into offsetting positions to avoid being economically over-hedged. At December 31, 2013, we had the following interest rate swap open positions:

Credit Facility (see Note 8)	2014			2015			2016
MEMP Segment:
Average Monthly Notional (in thousands)	$	173,958		$	280,833		$	150,000
Weighted-average fixed rate		1.306	%		1.416	%		1.193	%
Floating rate		1 Month LIBOR			1 Month LIBOR			1 Month LIBOR
MRD Segment:
Average Monthly Notional (in thousands)	$	118,750		$	100,000		$	—
Weighted-average fixed rate		0.773	%		0.758	%		—
Floating rate		1 Month LIBOR			1 Month LIBOR			—

Balance Sheet Presentation

The following table summarizes the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation on the balance sheet and the net recorded fair value as reflected on the balance sheet at December 31:

		Asset Derivatives						Liability Derivatives
Type	Balance Sheet Location	2013			2012			2013			2012
		(in thousands)
Commodity contracts	Short-term derivative instruments	$	21,759		$	48,901		$	19,739		$	8,072
Interest rate swaps	Short-term derivative instruments		845			—			3,287			3,575
Gross fair value			22,604			48,901			23,026			11,647
Netting arrangements	Short-term derivative instruments		(13,315	)		(6,980	)		(13,315	)		(6,980	)
Net recorded fair value	Short-term derivative instruments	$	9,289		$	41,921		$	9,711		$	4,667
Commodity contracts	Long-term derivative instruments	$	83,295		$	46,685		$	38,495		$	37,866
Interest rate swaps	Long-term derivative instruments		39			—			2,303			3,263
Gross fair value			83,334			46,685			40,798			41,129
Netting arrangements	Long-term derivative instruments		(34,718	)		(29,506	)		(34,718	)		(29,506	)
Net recorded fair value	Long-term derivative instruments	$	48,616		$	17,179		$	6,080		$	11,623

F-43

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Gains & Losses on Derivatives

We do not designate derivative instruments as hedging instruments for financial reporting purposes and neither did our predecessor. Accordingly, all gains and losses, including unrealized gains and losses from changes in the derivative instruments’ fair values, have been recorded in the accompanying statements of operations. The following table details the gains and losses related to derivative instruments for the years ending December 31, 2013 and 2012:

	Statements of Operations Location	Years Ended December  31,
Derivative Instruments		2013			2012
		(in thousands)
Commodity derivative contracts	(Gain) loss on commodity derivative instruments	$	(29,294	)	$	(34,905	)
Interest rate swaps	Interest expense, net		(239	)		5,582

Note 6. Asset Retirement Obligations

Asset retirement obligations primarily relate to our portion of future plugging and abandonment of wells and related facilities. The following table represents a reconciliation of the asset retirement obligations for the years ended December 31, 2013 and 2012:

	2013			2012
	(in thousands)
Asset retirement obligations at beginning of year	$	102,380		$	90,699
Liabilities added from acquisitions or drilling		4,227			7,962
Liabilities removed upon sale of wells		(1,765	)		(1,931	)
Liabilities removed upon plugging and abandoning		(170	)		(119	)
Accretion expense		5,581			5,009
Revision of estimates		1,516			760
Asset retirement obligations at end of year		111,769			102,380
Less: Current portion		90			390
Asset retirement obligations—long-term portion		111,679			101,990

Note 7. Restricted Investments

Various restricted investment accounts fund certain long-term contractual and regulatory asset retirement obligations and collateralize certain regulatory bonds associated with the offshore Southern California oil and gas properties. The components of the restricted investment balance, which are all attributable to our MEMP Segment, are as follows at December 31:

	2013		2012
	(in thousands)
BOEM platform abandonment (See Note 14)	$	66,373	$	61,389
BOEM lease bonds		794		776
SPBPC Collateral:
Contractual pipeline and surface facilities abandonment (See Note 14)		2,306		1,959
California State Lands Commission pipeline right-of-way bond		3,005		3,000
City of Long Beach pipeline facility permit		500		500
Federal pipeline right-of-way bond		307		300
Port of Long Beach pipeline license		100		100
Restricted investments	$	73,385	$	68,024

F-44

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Note 8. Long Term Debt

Our debt obligations under revolving credit facilities consisted of the following at December 31:

	2013			2012
	(in thousands)
MRD Segment:
Memorial Resource $1.0 billion revolving credit facility, variable-rate, terminated December 2013	$	—		$	80,000
10.00%/10.75% senior PIK toggle notes due December 2018(1)		350,000			—
10.00%/10.75% senior PIK toggle notes unamortized discounts		(6,950	)		—
WildHorse $1.0 billion revolving credit facility, variable-rate, due April 2018		203,100			202,200
WildHorse $325.0 million second lien term facility, variable-rate, due December 2018		325,000			—
Black Diamond $150.0 million revolving credit facility, variable-rate, terminated November 2013		—			27,000
BlueStone $150.0 million revolving credit facility, variable-rate, terminated August 2013		—			—
Subtotal		871,150			309,200
MEMP Segment:
MEMP $2.0 billion revolving credit facility, variable-rate, due March 2018		103,000			371,000
7.625% senior notes, fixed-rate, due May 1, 2021(2)		700,000			—
7.625% senior notes unamortized discounts		(10,933	)		—
WHT $400.0 million revolving credit facility, variable-rate, terminated March 2013		—			89,300
Tanos $250.0 million revolving credit facility, variable-rate, terminated April 2013		—			25,250
Stanolind $250.0 million revolving credit facility, variable-rate, due July 2017		—			85,750
Boaz $75.0 million revolving credit facility, variable-rate, terminated October 2013		—			29,500
Crown $75.0 million revolving credit facility, variable-rate, terminated October 2013		—			13,882
Propel Energy $200.0 million revolving credit facility, variable-rate, due June 2015		—			15,500
Subtotal		792,067			630,182
Total long-term debt	$	1,663,217		$	939,382

(1) The estimated fair value of this fixed-rate debt was $348.3 million. The estimated fair value is based on quoted market prices and is classified as Level 2 within the fair value hierarchy.

(2) The estimated fair value of this fixed-rate debt was $721.0 million. The estimated fair value is based on quoted market prices and is classified as Level 2 within the fair value hierarchy.

Each of the revolving credit facilities contain customary covenants and restrictive provisions including but not limited to: (i) limitation on indebtedness and liens, (ii) limitations on restricted payments, (iii) limitation on investments and acquisitions, (iv) limitations on transactions with affiliates, (v) limitation on mergers, consolidation and asset sales, and (vi) limitations on commodity hedging and interest rate hedging. Each of the revolving credit facilities also includes financial maintenance covenants that require each borrower to meet certain financial performance criteria periodically (e.g., minimum interest coverage ratio and maximum leverage). The definitions and required ratios are set forth in each credit facility.

Each of the credit facilities contain customary and other events of default including but not limited to: (i) failure to make payments when due, (ii) breach of any covenants continuing beyond the cure period, (iii) default under any other material debt, (iv) change in management or change of control, and (v) certain material adverse effects on the business of the loan parties. Upon an event of default, revolving credit commitments could be terminated and any outstanding indebtedness under such revolving credit facility, together with accrued interest, fees and other obligations under such credit facility, could be declared immediately due and payable.

F-45

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Borrowing Base

Credit facilities tied to borrowing bases are common throughout the oil and gas industry. Each of the revolving credit facilities borrowing base is subject to redetermination on at least a semi-annual basis primarily based on estimated proved reserves. The borrowing base for each credit facility was the following at December 31:

	2013
	(in thousands)
MRD Segment:
WildHorse $1.0 billion revolving credit facility, variable-rate, due April 2018		300,000
MEMP Segment:
MEMP $2.0 billion revolving credit facility, variable-rate, due March 2018		845,000
Total borrowing base		1,145,000

Weighted-Average Interest Rates

The following table presents the weighted-average interest rates paid on variable-rate debt obligations for the periods presented:

	For the Year Ended December 31,
Credit facility	2013			2012
MRD Segment:
Memorial Resource		3.17	%		4.11	%
Classic		n/a			4.50	%
WildHorse revolver		2.30	%		3.00	%
WildHorse second lien		7.60	%		n/a
Black Diamond		3.97	%		3.62	%
BlueStone		n/a			n/a
MEMP Segment:
MEMP		3.25	%		2.74	%
Tanos		3.10	%		2.31	%
WHT		2.29	%		2.60	%
REO		n/a			3.40	%
Stanolind		3.52	%		3.76	%
Crown		3.38	%		4.20	%
Propel Energy		3.08	%		3.28	%

Generally, borrowings under each revolving credit facility bear interest, at the borrower’s option, at either: (i) the Alternative Base Rate (as defined within each credit facility) plus a margin that varies according to the borrowing base usage (which is the ratio of outstanding borrowings and letters of credit to the borrowing base then in effect), or (ii) the applicable LIBOR plus a margin that varies according to the borrowing base usage. The unused portion of the borrowing base will be subject a commitment fee that may vary from 0.375% to 0.50% per annum according to the borrowing base usage.

Memorial Resource Revolving Credit Agreement & Senior Notes

On July 13, 2012, Memorial Resource entered into a two-year $50.0 million senior secured revolving credit facility with an initial borrowing base of $35.0 million. Memorial Resource pledged 7,061,294 of MEMP

F-46

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

common units and 5,360,912 of MEMP subordinated units as security under the revolving credit facility as well as its oil and gas properties and certain other assets of Memorial Resource. This revolving credit facility was also guaranteed by certain of Memorial Resource’s wholly-owned subsidiaries.

On November 20, 2012, Memorial Resource entered into a first amendment to its credit agreement, which among other things: (i) increased the aggregate maximum credit to $1.0 billion, (ii) increased the borrowing base to $120.0 million and (iii) extended the maturity date to November 20, 2016. On April 25, 2013, Memorial Resource entered into a second amendment to its credit agreement, which among other things: (i) increased the borrowing base to $170.0 million and (ii) designated Tanos together with its consolidating subsidiaries as additional guarantors. On October 1, 2013, Tanos and its consolidating subsidiaries were removed as guarantors and the borrowing base was reduced to $120.0 million. On November 1, 2013, Memorial Resource entered into a third amendment to its credit agreement, which among other things: (i) designated Black Diamond together with its consolidating subsidiaries as additional guarantors, (ii) reduced the borrowing base to $100.0 million, and (iii) permitted second lien indebtedness. On November 22, 2013, the borrowing base was automatically reduced to $60.0 million upon Memorial Resource’s sale of 7,061,294 MEMP common units in a secondary offering.

On December 18, 2013, indebtedness then outstanding under the revolving credit facility of $59.7 million and all accrued interest was paid off in full and the revolving credit facility was terminated in connection with the issuance of senior notes discussed below.

On December 18, 2013, Memorial Resource and its wholly-owned subsidiary, Memorial Resource Finance Corp. (“MRD Finance Corp.” and collectively, the “MRD Issuers”), completed a private placement of $350.0 million in aggregate principal amount of 10.00% / 10.75% Senior PIK Toggle Notes due 2018 (the “PIK notes”). The PIK notes were issued at 98% of par and will mature on December 15, 2018. Net proceeds from the private offering were used: (i) to repay all indebtedness then outstanding under Memorial Resource’s revolving credit facility, (ii) to establish a cash reserve of $50.0 million for the payment of interest on the PIK notes, (iii) to pay a $210.0 million distribution to the Funds, and (iv) for general company purposes.

Interest on the PIK notes will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2014. Subject to conditions in the indenture governing the PIK notes, Memorial Resource will be required to pay interest on the PIK notes in cash or through issuing additional notes (such an issuance, “PIK Interest”). The interest rate on the PIK notes is 10.00% per annum for interest paid in cash or 10.75% per annum for PIK Interest. PIK Interest will be paid by issuing additional notes having the same terms as the PIK notes. The PIK notes are subject to optional redemption at prices specified in the indenture plus accrued and unpaid interest, if any. The MRD Issuers may also be required to repurchase the PIK notes upon a change of control.

At the time the PIK notes were issued, all of Memorial Resource’s subsidiaries other than MEMP and BlueStone (and their respective subsidiaries) were designated as restricted subsidiaries. The indenture governing the PIK notes contains customary covenants and restrictive provisions that apply to both Memorial Resource and its restricted subsidiaries, many of which will terminate if at any time no default exists under the indenture and the PIK notes receive an investment grade rating from both of two specified ratings agencies. The PIK notes are fully and unconditionally guaranteed on a senior unsecured basis by all of Memorial Resource’s restricted subsidiaries, except MEMP GP, WildHorse and MRD Royalty LLC.

The indenture also provides for customary and other events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency, all outstanding PIK notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding PIK notes may declare all the PIK notes to be due and payable immediately.

F-47

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Classic Revolving Credit Facility

On November 1, 2007, Classic entered into a four-year, $150.0 million revolving credit facility, which was collateralized by its oil and gas properties. The revolving credit facility was amended on June 21, 2010 to extend the maturity date to June 21, 2014. On November 20, 2012, indebtedness then outstanding under the revolving credit facility of $80.0 million and all accrued interest was paid off in full with borrowings under the Memorial Resource revolving credit facility and the Classic revolving credit facility was terminated.

WildHorse Revolving Credit Facility & Second Lien Facility

On May 12, 2010, WildHorse entered into a revolving credit facility. Borrowings under the amended revolving credit facility are secured by liens on substantially all of WildHorse’s properties, but in any event, not less than 80% of the total value of the WildHorse’s oil and natural gas properties.

On April 3, 2013, WildHorse entered into an amended and restated credit agreement. The new revolving credit facility provides for aggregate maximum credit amounts at any time of $1.0 billion, consisting of borrowings and letters of credit and has an initial borrowing base of $300.0 million. The new revolving credit facility matures on April 13, 2018. The borrowing base is subject to redetermination on at least a semi-annual basis. Borrowings under the revolving credit facility are secured by liens on substantially all of WildHorse’s properties, but in any event, not less than 80% of the total value of the WildHorse’s oil and natural gas properties.

On June 13, 2013, WildHorse entered into a $325.0 million second lien term loan agreement and matures on December 13, 2018. No amount of second lien term loans once repaid may be reborrowed. Borrowings bear interest, at the borrower’s option, at either: (i) the Alternative Base Rate (as defined within each credit facility) plus 5.25% per annum or (ii) the applicable LIBOR plus 6.25% per annum. Borrowings under the second lien term loan agreement are secured by second-priority liens on substantially all of WildHorse’s properties, but in any event, not less than 80% of the total value of the WildHorse’s oil and natural gas properties. The priority of the security interests in the collateral and related creditors’ rights is set forth in an intercreditor agreement. The second lien term loan agreement contains customary affirmative and negative covenants, restrictive provisions and events of default.

On June 13, 2013, WildHorse borrowed $325.0 million under its second lien term loan agreement and used such borrowings to reduce outstanding indebtedness under its revolving credit facility and to pay a one-time special $225.0 million distribution to Memorial Resource. This $225.0 million distribution was subsequently distributed to NGP.

Black Diamond Revolving Credit Facility

On July 27, 2011, the Black Diamond entered into a second amended and restated revolving credit facility, which extended the maturity date of the original agreement to May 9, 2015. Borrowings under the revolving credit facility were collateralized by Black Diamond’s oil and natural gas properties. On November 1, 2013, the Black Diamond revolving credit facility was terminated. There was no indebtedness outstanding or accrued interest payable on such date.

BlueStone Revolving Credit Facility

On July 8, 2009, BlueStone entered into a $150.0 million revolving credit facility with various lenders. The line of credit was available until July 8, 2012, at which time all principal and accrued interest amounts would have been payable. On June 25, 2010, BlueStone refinanced its existing credit agreement and entered into a new

F-48

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

$150.0 million revolving credit facility. Amounts outstanding under this credit facility were payable on June 25, 2014. There were no amounts outstanding under these facilities at December 31, 2012. Borrowings under the revolving credit facility were secured by BlueStone’s assets and its equity interests in its subsidiaries. On August 27, 2013, the BlueStone revolving credit facility was terminated. There was no indebtedness outstanding or accrued interest payable on such date.

MEMP Revolving Credit Facility & Senior Notes

OLLC is a party to a $2.0 billion revolving credit facility, which is guaranteed by MEMP and certain of its current and future subsidiaries. A sixth amendment to the credit agreement was entered into on September 23, 2013, which among other things: (i) increased the facility from $1.0 billion to $2.0 billion and (ii) increased the borrowing base from $480.0 million to $920.0 million upon the closing of MEMP’s $603.0 million acquisition that closed October 1, 2013. The borrowing base was automatically reduced by $100.0 million in conjunction with the issuances of senior notes in April and May 2013 as discussed below in accordance with the terms of the credit facility. On October 10, 2013, the borrowing base was automatically reduced by $75.0 million in conjunction with the issuance of additional senior notes.

Borrowings under the revolving credit facility are secured by liens on substantially all of MEMP’s properties, but in any event, not less than 80% of the total value of MEMP’s oil and natural gas properties, and all of MEMP’s equity interests in OLLC and any future guarantor subsidiaries (other than San Pedro Bay Pipeline Company) and all of MEMP’s other assets including personal property.

On April 17, 2013, MEMP and its wholly-owned subsidiary, Memorial Production Finance Corporation (“Finance Corp.” and collectively, the “Issuers”), completed a private placement of $300.0 million aggregate principal amount of 7.625% senior unsecured notes due 2021 (the “Senior Notes”). The Senior Notes were issued at 98.521% of par and are fully and unconditionally guaranteed (subject to customary release provisions) on a joint and several basis by all of MEMP’s subsidiaries (other than Finance Corp., which is co-issuer of the Senior Notes, and certain immaterial subsidiaries). On May 23, 2013, the Issuers issued an additional $100.0 million aggregate principal amount of the Senior Notes at 102% of par. On October 10, 2013, the Issuers issued additional $300.0 million aggregate principal amounts at 97% of par. The Senior Notes will mature on May 1, 2021 with interest accruing at a rate of 7.625% per annum and payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2013. The Senior Notes are governed by an indenture. The Senior Notes are subject to optional redemption at prices specified in the indenture plus accrued and unpaid interest, if any. The Issuers may also be required to repurchase the Senior Notes upon a change of control. The indenture contains customary covenants and restrictive provisions, many of which will terminate if at any time no default exists under the indenture and the Senior Notes receive an investment grade rating from both of two specified ratings agencies. The indenture also provides for customary and other events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to either of the Issuers, all outstanding Senior Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately. The Issuers have agreed pursuant to registration rights agreements to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement with respect to the Senior Notes no later than April 17, 2014.

Tanos Revolving Credit Facility

On December 16, 2010, Tanos entered into an amended and restated credit agreement with various lenders, which consisted of a four-year, $250 million revolving credit facility, which was collateralized by Tanos’ oil and

F-49

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

gas properties. On April 1, 2013, indebtedness then outstanding under the revolving credit facility of $27.0 million was repaid and on April 25, 2013 all accrued interest was paid off in full and the Tanos revolving credit facility was terminated.

WHT Revolving Credit Facility

On April 8, 2011, WHT entered into a revolving credit facility. Borrowings under the revolving credit facility were secured by liens on substantially all of WHT’s properties, but in any event, not less than 80% of the total value of the WHT’s oil and natural gas properties. On March 28, 2013, the debt balance then outstanding under the revolving credit facility of $89.3 million and all accrued interest was paid off in full and the WHT revolving credit facility was terminated.

Stanolind Revolving Credit Facility

On September 9, 2010, Stanolind entered into a multi-year $50.0 million senior secured revolving credit agreement, which is collateralized by substantially all of Stanolind’s oil and gas properties. During 2012, the credit agreement was amended, which among other things: (i) increased the aggregate maximum credit to $250.0 million and (ii) increased the borrowing base to $75.0 million. The borrowing base was redetermined subsequent to the amendment date and set at $97.0 million. The maturity date of the credit facility was July 13, 2017. All of Stanolind’s indebtedness outstanding under the revolving credit facility was attributable to Stanolind SPV. On October 1, 2013, the debt balance then outstanding under the revolving credit facility and all accrued interest was paid off in full by MEMP on behalf of Stanolind.

Boaz Revolving Credit Facility

On August 1, 2011, Boaz entered into a multi-year $75.0 million senior secured revolving credit agreement, which was collateralized by substantially all of Boaz’s oil and gas properties. The maturity date of the credit facility was August 31, 2015. On October 1, 2013, the debt balance then outstanding under the revolving credit facility and all accrued interest was paid off in full and the Boaz revolving credit facility was terminated.

Crown Revolving Credit Facility

On January 28, 2010, Crown entered into a multi-year $75.0 million senior secured revolving credit agreement, which was collateralized by substantially all of Crown’s oil and gas properties. The maturity date of the credit facility was October 25, 2016. On October 1, 2013, the debt balance then outstanding under the revolving credit facility and all accrued interest was paid off in full and the Crown revolving credit facility was terminated.

Propel Energy Revolving Credit Facility

On June 15, 2011, Propel Energy entered into a multi-year $200.0 million senior secured revolving credit agreement, which was collateralized by substantially all of Propel Energy’s oil and gas properties. The maturity date of the credit facility was June 15, 2015. All of Propel Energy’s indebtedness outstanding under the revolving credit facility was attributable to Propel SPV. On October 1, 2013, the debt balance then outstanding under the revolving credit facility and all accrued interest was paid off in full by MEMP on behalf of Propel Energy.

REO Revolving Credit Facility

On October 26, 2011, REO entered into a three-year, $150.0 million revolving credit facility, which was collateralized by its assets. On December 12, 2012, indebtedness then outstanding under the revolving credit facility of $28.5 million and all accrued interest was paid off in full and the revolving credit facility was terminated.

F-50

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Unamortized Deferred Financing Costs

Unamortized deferred financing costs associated with our combined debt obligations were as follows at December 31:

	2013		2012
	(in thousands)
MRD Segment:
Memorial Resource revolving credit facility	$	—	$	653
PIK notes		8,261		—
Classic revolving credit facility		—		160
WildHorse revolving credit facility		2,436		921
WildHorse second lien term loan		9,030		—
Black Diamond revolving credit facility		—		233
MEMP Segment:
MEMP revolving credit facility		5,413		3,359
Senior Notes		15,053		—
Tanos revolving credit facility		—		416
WHT revolving credit facility		—		1,419
Stanolind revolving credit facility		—		580
Boaz revolving credit facility		—		153
Crown revolving credit facility		—		96
Propel Energy revolving credit facility		—		236
	$	40,193	$	8,226

Note 9. Noncontrolling Interests

Noncontrolling interests is the portion of equity ownership in our majority-owned subsidiaries not attributable to us and primarily consists of the equity interests held by: (i) the limited partners of MEMP, excluding units held by MRD; (ii) a third party investor in the San Pedro Bay Pipeline Company; and (iii) certain current or former key employees of certain of our subsidiaries.

Distributions paid to the limited partners of MEMP primarily represent the quarterly cash distributions paid to MEMP’s unitholders, excluding those paid to Memorial Resource.

Contributions received from limited partners of MEMP primarily represent net cash proceeds received from common unit offerings. On March 25, 2013, MEMP sold 9,775,000 of its common units in an underwritten equity offering, which generated net cash proceeds of approximately $171.8 million after deducting underwriting discounts and offering expenses. The net proceeds from this equity offering partially funded MEMP’s acquisition of all of the outstanding equity interests in WHT. On October 8, 2013, MEMP sold 16,675,000 of its common units in an underwritten equity offering, which generated net cash proceeds of approximately $318.3 million after deducting underwriting discounts and offering expenses. The net proceeds from this equity offering were used to repay a portion of outstanding borrowings under the MEMP revolving credit facility. In December 2012, MEMP sold 11,975,000 of its common units in an underwritten equity offering, which generated net cash proceeds of $194.3 million. The net proceeds from this equity offering partially funded MEMP’s December 2012 acquisition.

On April 1, 2013, Tanos’ management team sold its 1.066% interest in Tanos to Memorial Resource and all incentive units held were forfeited. See Note 11 for further information.

F-51

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

In connection with this sale, all of Tanos’ employees resigned and became employees of Tanos Exploration II, LLC (“Tanos II”), a Texas limited liability company controlled by the former management team of Tanos. Effective April 1, 2013, Tanos II entered into a transition services agreement with Tanos, whereby Tanos II would manage the operations of Tanos for up to a 6-month period of time. Tanos II is an unrelated entity.

On November 1, 2013, Memorial Resource purchased the noncontrolling interests in Black Diamond, Classic GP and Classic and all incentive units were forfeited. See Note 11 for further information.

In connection with the purchase of the remaining noncontrolling interests in Black Diamond, all of Black Diamond’s employees resigned and certain of them became members of DBD Partners, LLC (“DBD”), a Delaware limited liability company controlled by the former management team of Black Diamond. Effective November 1, 2013, DBD entered into a transition services agreement with Black Diamond, whereby DBD would manager the operations of Black Diamond for up to a 12 month period of time. DBD is an unrelated entity.

Note 10. Long-Term Incentive Plan

In December 2011, the Memorial Production Partners GP LLC Long-Term Incentive Plan (“LTIP”) was adopted for employees, officers, consultants and directors of MEMP GP and any of its affiliates, including Memorial Resource, who perform services for MEMP. The LTIP consists of restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, other unit-based awards and unit awards. The LTIP initially limits the number of common units that may be delivered pursuant to awards under the plan to 2,142,221 common units. Common units that are cancelled, forfeited or withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. During the years ended December 31, 2013 and 2012, there were multiple awards of restricted common units that were granted under the LTIP to executive officers and independent directors of MEMP GP and other Memorial Resource employees who provide services for MEMP.

The restricted common units awarded are subject to restrictions on transferability, customary forfeiture provisions and graded vesting provisions. Award recipients have all the rights of a unitholder in MEMP with respect to the restricted common units, including the right to receive distributions thereon if and when distributions are made by MEMP to its unitholders (except with respect to the fourth quarter 2011 distribution that was paid in February 2012). The term “restricted common unit” represents a time-vested unit. Such awards are non-vested until the required service period expires.

Based on the market price per unit on the date of grant, the aggregate fair value of the restricted common units awarded to MEMP GP’s executive officers and other Memorial Resource employees during the years ended December 31, 2013 and 2012 was $9.7 million and $5.0 million, respectively. The restricted common units granted are accounted for as equity-classified awards. The grant-date fair value net of estimated forfeitures is recognized as compensation cost on a straight-line basis over the requisite service period. The fair value of the restricted unit awards granted to the independent directors of MEMP GP are also recognized as compensation cost on a straight-line basis over the requisite service period. The compensation costs associated with these awards are recorded as general and administrative expenses.

F-52

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table summarizes information regarding restricted common unit awards for the periods presented:

	Number of Units			Weighted Average  Grant Date Fair Value per Unit(1)
Restricted common units outstanding at January 1, 2012		—		$	—
Granted(2)		287,943		$	18.07
Forfeited		(2,334	)	$	17.14
Restricted common units outstanding at December 31, 2012		285,609		$	18.08
Granted(3)		524,718		$	18.83
Forfeited		(11,734	)	$	17.24
Vested		(91,666	)	$	18.31
Restricted common units outstanding at December 31, 2013		706,927		$	18.62

(1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

(2) The aggregate grant date fair value of restricted common unit awards issued in 2012 was $5.2 million based on grant date market prices of MEMP ranging from of $17.14 to $18.58 per unit.

(3) The aggregate grant date fair value of restricted common unit awards issued in 2013 was $9.9 million based on grant date market prices of MEMP ranging from of $18.33 to $20.35 per unit.

The unrecognized compensation cost associated with restricted common unit awards was an aggregate $9.9 million at December 31, 2013, which will be recognized over a weighted-average period of 2.2 years.

Since the restricted common units are participating securities of MEMP, any distributions received by the restricted common unitholders are reflected as a component of cash distributions to noncontrolling interest as presented on our statements of consolidated and combined cash flows. During the years ended December 31, 2013 and 2012, the restricted common unitholders received a distribution of approximately $1.0 million and $0.2 million, respectively.

Note 11. Incentive Units

Each of the governing documents of BlueStone Holdings, Tanos, WildHorse, Classic, Black Diamond and Memorial Resource either currently provide or previously provided for the issuance of incentive units. The incentive units are subject to performance conditions that affects their vesting. Compensation cost is recognized only if the performance condition is probable of being satisfied at each reporting date.

BlueStone Holdings, Tanos, WildHorse, Classic, Black Diamond and Memorial Resource each granted incentive units to certain of its members who were key employees at the time of grant. Holders of incentive units are entitled to distributions ranging from 10% to 31.5% when declared, but only after cumulative distribution thresholds (“payouts”) have been achieved. Payouts are generally triggered after the recovery of specified members’ capital contributions plus a rate of return. On December 14, 2011 and in connection with MEMP’s initial public offering, BlueStone Holdings’ Special Tier and Tier I unit holders vested in their respective awards. Tier I unit holders will participate in 16.5% of any future distributions made by BlueStone Holdings.

Vesting of the incentive units is generally dependent upon an explicit service period, a fundamental change as defined in the respective governing document, and achievement of payout. All incentive units not vested are forfeited if an employee is no longer employed. All incentive units will be forfeited if a holder resigns whether the incentive units are vested or not. If the payouts have not yet occurred, then all incentive units, whether or not vested, will be forfeited automatically (unless extended).

F-53

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Except for the following, no compensation cost has been recorded related to incentive units for the years ended December 31, 2013 and 2012:

• During 2012, a special distribution of $9.5 million was approved and declared to the WildHorse incentive unit holders as an advance on a future potential final distribution. This special distribution was included in general and administrative expense in the accompanying statement of operations for the year ended December 31, 2012.

• On April 1, 2013, Tanos’ management team sold its 1.066% interest in Tanos to Memorial Resource and all incentive units held were forfeited. Compensation expense of approximately $5.8 million was recorded by Tanos and recognized as general and administrative expense during April 2013.

• Compensation expense of approximately $19.1 million was recorded by BlueStone and recognized as general and administrative expense during July 2013. Net proceeds generated from the sale of oil and gas properties (see Note 3) were used to pay the distribution.

• On November 1, 2013, Memorial Resource purchased the noncontrolling interests in Black Diamond, Classic GP and Classic and all incentive units were forfeited. Total consideration remitted by Memorial Resource was approximately $28.5 million, of which $2.0 million is payable in quarterly installments commencing February 1, 2014. Compensation expense of approximately $12.6 million was recorded by Black Diamond, Classic GP and Classic in the aggregate and recognized as general and administrative expense during November 2013.

• In connection with the PIK notes issued in December 2013, a special distribution of $10.0 million to holders of WildHorse’s Tier 1 incentive units was deemed probable of occurring. This amount was recognized as compensation expense in December 2013 with a corresponding amount in accrued liabilities on our balance sheet at December 31, 2013 as payment was not made until January 2, 2014.

In connection with the Offering, certain former management members of WildHorse Resources will contribute their 0.1% membership interest in WildHorse as well as their incentive units in exchange for shares of common stock of MRDC and cash consideration. As such, WildHorse is expected to recognize additional compensation cost in 2014 upon the closing of the Offering.

Note 12. Related Party Transactions

Common Control Transactions between MEMP and Other Memorial Resource Subsidiaries

During the year ended December 31, 2012, MEMP acquired additional oil and natural gas properties from Tanos and Classic. MEMP acquired all of the outstanding membership interests in WHT from WildHorse and Tanos on March 28, 2013; acquired all the outstanding membership interests in Prospect Energy from Black Diamond on October 1, 2013; acquired all of the outstanding membership interests in Tanos from Memorial Resource on October 1, 2013; and acquired the MRD Assets from Memorial Resource on October 1, 2013. These intercompany transactions eliminate in preparation of our consolidated and combined financial statements.

Beta Acquisition

On December 12, 2012, MEMP acquired REO, which owns certain operating interests in producing and non-producing oil and gas properties offshore Southern California, from Rise for a purchase price of $270.6 million, which included $3.0 million of working capital and other customary adjustments. The Beta acquisition was funded with borrowings under MEMP’s revolving credit facility and the net proceeds generated

F-54

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

from its December 12, 2012 public offering of common units. The effective date for this transaction was September 1, 2012. The acquired properties, which are referred to as the Beta properties, primarily consist of a 51.75% working interest in three Pacific Outer Continental Shelf blocks covering the Beta Field, and are located in federal waters approximately eleven miles offshore the Port of Long Beach, California. Associated facilities include three conventional wellhead and production processing platforms, a 17.5-mile pipeline and an onshore tankage and metering facility. Two of the platforms are bridge connected and stand in approximately 260 feet of water, while the third platform stands in approximately 700 feet of water. This acquisition was accounted for as a combination of entities under common control at historical cost in a manner similar to the pooling of interest method. MEMP recorded the following net assets (in thousands):

Cash and cash equivalents	$	6,021
Accounts receivable		16,284
Short-term derivative instruments, net		2,926
Prepaid expenses and other current assets		4,521
Oil and natural gas properties, net		108,342
Restricted investments		68,009
Accounts payable		(9,092	)
Accrued liabilities		(9,140	)
Asset retirement obligations		(58,746	)
Credit facilities		(28,500	)
Deferred tax liability		(1,674	)
Noncontrolling interest		(5,255	)
Net assets	$	93,696

An affiliate of REO collected a management fee for providing administrative services to REO. These administrative services included accounting, business development, finance, legal, information technology, insurance, government regulations, communications, regulatory, environmental and human resources services. REO incurred and paid management fees of $1.6 million during the year ended December 31, 2012. These management fees are presented as a component of general and administrative costs and expenses in the accompanying statements of operations.

F-55

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

October 2013 Cinco Group Acquisition

On October 1, 2013, MEMP acquired, through equity and asset transactions, oil and natural gas properties primarily in the Permian Basin, East Texas and the Rockies from Memorial Resource and certain affiliates of NGP for an aggregate preliminary purchase price of approximately $603 million (subject to customary post-closing adjustments), of which approximately $507.1 million was received by certain affiliates of NGP. We refer to this transaction as the “Cinco Group acquisition.” The Cinco Group acquisition was funded with borrowings under MEMP’s revolving credit facility. The Cinco Group acquisition was accounted for as a combination of entities under common control at historical cost in a manner similar to the pooling of interest method.

Cash and cash equivalents	$	2,820
Accounts receivable		5,184
Prepaid expenses and other current assets		1,454
Oil and natural gas properties, net		342,759
Other long-term assets		344
Accounts payable		(2,346	)
Revenue payable		(2,910	)
Accrued liabilities		(1,799	)
Short-term derivative instruments, net		(1,828	)
Long-term derivative instruments, net		(826	)
Asset retirement obligations		(9,606	)
Credit facilities		(151,690	)
Net assets	$	181,556

Net Profits Interest Sold to NGP

Upon the completion of the 2010 Petrohawk and Clayton Williams acquisitions, WildHorse sold a net profits interest in these properties to NGPCIF. Upon the acquisition of the Petrohawk properties WildHorse immediately sold a net profits interest of 6.25% for all producing well bores and the right to participate in a 3.125% net profits interest in non-producing wellbores for the subject area for $19.5 million, or $19.1 million after adjustments. Upon the acquisition of the Clayton Williams properties, WildHorse immediately sold a net profits interest of 23.5% for all producing wellbores and the right to participate in a 10.0% net profits interest in non-producing wellbores for the subject area for $19.8 million, or $19.9 million after adjustments. No gain or loss was recorded from these two transactions.

The net profits agreements for these transactions provide for a fixed fee of $20,000 per month for overhead and management in lieu of COPAS (Council of Petroleum Accountants Societies) billings. The net profits agreements do not provide for an overhead adjustment factor for this monthly charge, as suggested by COPAS. Quarterly net payments are made to NGPCIF for its net profits interest in the Petrohawk and Clayton Williams acquisitions. The net payments include credits for revenue receipts which are offset with production costs, capital expenditures and the management fee and are adjusted for any acquisition settlements received or paid and any other miscellaneous adjustments. As required by such agreements, WildHorse cannot collect funds owed by NGPCIF to WildHorse, but WildHorse can net amounts due from future quarterly payments.

As a result of these transactions, WildHorse paid NGPCIF a total of $2.6 million and $2.3 million during 2013 and 2012, respectively. NGPCIF owed WildHorse $0.2 million at December 31, 2013. WildHorse owed NGPCIF $0.4 million at December 31, 2012.

F-56

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

On February 28, 2014, WildHorse repurchased these net profits interests from NGPCIF for a purchase price $63.4 million after customary adjustments. This acquisition was accounted for as a combination of entities under common control at historical cost in a manner similar to the pooling of interest method and our consolidated and combined financial statements presented herein have been retrospectively revised.

WildHorse Management Services Agreement

WildHorse Resources II, LLC (“WHR II”) is an independent energy company engaged in the acquisition, exploitation, and development of natural gas and crude oil properties. WHR II is a related party and was organized in the State of Delaware on June 3, 2013. A management services agreement was executed on August 8, 2013, where WildHorse began providing general, administrative and employee services to WHR II. On August 8, 2013, a management agreement between WildHorse and WHR II was executed where WildHorse was appointed the manager for WHR II with responsibilities including administrative and land services, operator services and financial and accounting services. As operator, WildHorse receives operated and non-operated revenues on behalf of WHR II and bills and receives joint interest billings. In addition, WildHorse pays for lease operating expenses and drilling costs on behalf of WHR II. On August 8, 2013, an asset and cost sharing agreement between WildHorse and WHR II was executed. As part of the agreement, shared WildHorse costs are allocated between WildHorse and WHR II in accordance with a sharing ratio. The sharing ratio is based on the previous quarters capital expenditures and number of operated wells. Company specific costs are billed directly to the appropriate entity. As a result of these agreements, WildHorse received net payments of $4.4 million from WHR II during 2013. WildHorse owed WHR II $2.4 million as of December 31, 2013.

Cinco Group Transition Service Agreements

MEMP entered into transition service agreements with Propel Energy, Stanolind, and Boaz Energy Partners to ensure that ownership, operation, and maintenance of acquired properties can be smoothly transitioned. The term of these agreements are from October 1, 2013 through February 28, 2014. MEMP expects to pay transition service fees of approximately $0.8 million in the aggregate under these agreements.

Other

Effective March 1, 2012, BlueStone entered into an agreement with CH4 Energy III, LLC, an NGP controlled entity, to sell an undivided 25% interest in certain properties in the Mossy Grove Prospect in Walker and Madison Counties located in East Texas. Total cash consideration received by BlueStone was approximately $7.0 million, which exceeded the net book value of the properties sold by $6.4 million. Due to common control considerations, the $6.4 million was recognized in the equity statement as a contribution. The transaction closed on July 13, 2012.

A company affiliated with one of the Classic’s employees provided certain land-related services to Classic. Classic paid approximately $1.0 million to this company for these services in 2012.

Certain of the Cinco Group entities entered into an advisory service, reimbursement, and indemnification agreements with NGP. These agreements generally required that an annual advisory fee be paid to NGP. Fees paid under these agreements for the years ended December 31, 2013 and 2012 were approximately $0.3 million and $0.4 million, respectively. Certain of the Cinco Group entities also paid a financing fee equal to a percentage of the capital contributions raised by NGP. These fees were considered a syndication cost and reduced equity contributions for financing fees paid. Fees for the year ended December 31, 2012 was approximately $0.4 million. There were no fees for the year ended December 31, 2013.

F-57

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

During 2012, the previous owners received an equity contribution of $6.9 million of oil and gas properties in the Hendricks Field located in the Permian Basin of Texas by an NGP controlled entity. Due to common control considerations, this equity contribution was recorded at historical cost of the properties.

During 2012, Boaz reimbursed a member of its management team approximately $0.3 million in general, administrative, and lease operating expenses related to an oral lease agreement between the member of management and a third party for a field office and yard located in Bronte, Texas.

See Note 3 for additional information regarding the divestiture of certain interests in oil and gas properties offshore Louisiana that the previous owners sold during 2012 to an NGP controlled entity.

Note 13. Business Segment Data

Our reportable business segments are organized in a manner that reflects how management manages those business activities.

We have two reportable business segments, both of which are engaged in the acquisition, exploitation, development and production of oil and natural gas properties. Our reportable business segments are as follows:

• MRD—reflects the combined operations of Memorial Resource, WildHorse, Classic and Classic GP, Black Diamond, BlueStone, Beta Operating, and MEMP GP.

• MEMP—reflects the combined operations of MEMP, including the previous owners and any dropdown transactions between MEMP and other Memorial Resource subsidiaries. See Note 1 for additional information regarding dropdown transactions between MEMP and other Memorial Resource subsidiaries.

We evaluate segment performance based on Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss), plus interest expense; income tax expense; depreciation, depletion and amortization; impairment of goodwill and long-lived assets; accretion of asset retirement obligations; losses on commodity derivative contracts and cash settlements received; losses on sale of assets; unit-based compensation expenses; exploration costs; equity loss from MEMP (MRD Segment only); cash distributions from MEMP (MRD Segment only); acquisition related costs; amortization of investment premium; and other non-routine items, less interest income; income tax benefit; gains on commodity derivative contracts and cash settlements paid; equity income from MEMP (MRD Segment only); gains on sale of assets and other non-routine items.

Financial information presented for the MEMP business segment is derived from the underlying consolidated and combined financial statements of MEMP that are publicly available.

Segment revenues and expenses include intersegment transactions. Our combined totals reflect the elimination of intersegment transactions.

In the MRD Segment’s individual financial statements, investments in the MEMP Segment that are included in the consolidated and combined financial statements are accounted for by the equity method.

F-58

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table presents selected business segment information for the periods indicated (in thousands):

	MRD		MEMP		Other Adjustments  & Eliminations			Consolidated and Combined Totals
Total revenues:
Year ended December 31, 2013	$	231,558	$	343,616	$	(151	)	$	575,023
Year ended December 31, 2012		138,814		258,423		(369	)		396,868
Adjusted EBITDA:
Year ended December 31, 2013(1)		197,903		222,185		(25,232	)		394,856
Year ended December 31, 2012(1)		131,702		179,334		(23,447	)		287,589
Segment assets:(2)
As of December 31, 2013		1,281,134		1,552,307		(4,280	)		2,829,161
As of December 31, 2012		1,102,406		1,489,404		(132,506	)		2,459,304
Total expenditures for additions to long-lived assets:
Year ended December 31, 2013		267,870		200,577		—			468,447
Year ended December 31, 2012		249,526		387,160		—			636,686

(1) Adjustments and eliminations for the years ended December 31, 2013 and 2012 include amounts related to the MRD’s Segment equity investments in the MEMP Segment as well the elimination of $26.0 million and $19.3 million of cash distributions that MEMP paid Memorial Resource for the years ended December 31, 2013 and 2012, respectively, related to Memorial Resource’s partnership interests in MEMP.

(2) Adjustments and eliminations primarily represent the elimination of the MRD’s Segment equity investments in the MEMP Segment. The adjustment at December 31, 2013 also includes $49.9 million related to an impairment recognized by the MEMP Segment during 2013. This impairment did not exist on a consolidated basis.

Calculation of Reportable Segments’ Adjusted EBITDA

	For the Year Ended December 31, 2013
	MRD			MEMP			Combined Totals
	(in thousands)
Net income (loss)	$	82,243		$	20,268		$	102,511
Interest expense, net		27,349			41,901			69,250
Income tax expense (benefit)		1,311			308			1,619
DD&A		87,043			97,269			184,312
Impairment of proved oil and natural gas properties		2,527			54,362			56,889
Accretion of AROs		728			4,853			5,581
(Gain) loss on commodity derivative instruments		(3,013	)		(26,281	)		(29,294	)
Cash settlements received on commodity derivative instruments		12,240			19,879			32,119
Gain on sale of properties		(82,773	)		(2,848	)		(85,621	)
Acquisition related costs		1,584			6,729			8,313
Incentive unit compensation expense		43,279			3,558			46,837
Non-cash compensation expense		—			1,057			1,057
Exploration costs		1,226			1,130			2,356
Equity (income) loss from MEMP		(1,847	)		—			(1,847	)
Cash distributions from MEMP		26,006			—			26,006
Adjusted EBITDA	$	197,903		$	222,185		$	420,088

F-59

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	For the Year Ended December 31, 2012
	MRD			MEMP			Combined Totals
	(in thousands)
Net income (loss)	$	(14,641	)	$	46,518		$	31,877
Interest expense, net		12,802			20,436			33,238
Income tax expense (benefit)		(178	)		285			107
DD&A		62,636			76,036			138,672
Impairment of proved oil and natural gas properties		18,339			10,532			28,871
Accretion of AROs		632			4,377			5,009
(Gain) loss on commodity derivative instruments		(13,488	)		(21,417	)		(34,905	)
Cash settlements received on commodity derivative instruments		30,188			44,111			74,299
Gain on sale of properties		(2	)		(9,759	)		(9,761	)
Acquisition related costs		403			4,135			4,538
Incentive unit compensation expense		9,510			1,423			10,933
Exploration costs		7,337			2,463			9,800
Amortization of investment premium		—			194			194
Non-cash equity (income) loss from MEMP		(696	)		—			(696	)
Cash distributions from MEMP		19,263			—			19,263
Adjusted EBITDA	$	132,105		$	179,334		$	311,439

The following table presents a reconciliation of total reportable segments’ Adjusted EBITDA to net income (loss) for each of the periods indicated.

	For the Years Ended December 31,
	2013			2012
	(in thousands)
Total Reportable Segments’ Adjusted EBITDA	$	420,088		$	311,439
Adjustment to reconcile Adjusted EBITDA to net income (loss):
Interest expense, net		(69,250	)		(33,238	)
Income tax benefit (expense)		(1,619	)		(107	)
DD&A		(184,717	)		(138,672	)
Impairment of proved oil and natural gas properties		(6,600	)		(28,871	)
Accretion of AROs		(5,581	)		(5,009	)
Gains (losses) on commodity derivative instruments		29,294			34,905
Cash settlements received on commodity derivative instruments		(32,119	)		(74,299	)
Gain on sale of properties		85,621			9,761
Acquisition related costs		(8,313	)		(4,538	)
Incentive unit compensation expense		(46,837	)		(10,933	)
Non-cash compensation expense		(1,057	)		—
Exploration costs		(2,356	)		(9,800	)
Amortization of investment premium		—			(194	)
Cash distributions from MEMP		(26,006	)		(19,263	)
Non-cash equity (income) loss from WHT & MRD Assets		784			(4,184	)
Net income (loss)	$	151,332		$	26,997

F-60

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Included below is our consolidated and combined statement of operations disaggregated by reportable segment for the period indicated:

	For the Year Ended December 31, 2013
	MRD			MEMP			Other Adjustments  & Eliminations			Consolidated and Combined Totals
	(in thousands)
Revenues:
Oil & natural gas sales	$	230,751		$	341,197		$	—		$	571,948
Other revenues		807			2,419			(151	)		3,075
Total revenues		231,558			343,616			(151	)		575,023
Costs and expenses:
Lease operating		25,006			88,893			(259	)		113,640
Pipeline operating		—			1,835			—			1,835
Exploration		1,226			1,130			—			2,356
Production and ad valorem taxes		9,362			17,784			—			27,146
Depreciation, depletion, and amortization		87,043			97,269			405			184,717
Impairment of proved oil and natural gas properties		2,527			54,362			(50,289	)		6,600
General and administrative		81,758			43,495			105			125,358
Accretion of asset retirement obligations		728			4,853			—			5,581
(Gain) loss on commodity derivative instruments		(3,013	)		(26,281	)		—			(29,294	)
(Gain) loss on sale of properties		(82,773	)		(2,848	)		—			(85,621	)
Other, net		2			647			—			649
Total costs and expenses		121,866			281,139			(50,038	)		352,967
Operating income		109,692			62,477			49,887			222,056
Other income (expense):
Interest expense, net		(27,349	)		(41,901	)		—			(69,250	)
Earnings from equity investments		1,066			—			(1,066	)		—
Other, net		145			—			—			145
Total other income (expense)		(26,138	)		(41,901	)		(1,066	)		(69,105	)
Income before income taxes		83,554			20,576			48,821			152,951
Income tax benefit (expense)		(1,311	)		(308	)		—			(1,619	)
Net income	$	82,243		$	20,268		$	48,821		$	151,332

(1) During the year ended December 31, 2013 the MEMP Segment recorded impairments of $50.3 million related to certain properties in East Texas. Both the MRD and MEMP Segments own properties in the same field and on a consolidated basis the expected future cash flows exceeded the carrying value, and therefore, did not result in an impairment on a consolidated basis.

F-61

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	For the Year Ended December 31, 2012
	MRD			MEMP			Other Adjustments  & Eliminations			Consolidated and Combined Totals
	(in thousands)
Revenues:
Oil & natural gas sales	$	138,032		$	255,608		$	(9	)	$	393,631
Other revenues		782			2,815			(360	)		3,237
Total revenues		138,814			258,423			(369	)		396,868
Costs and expenses:
Lease operating		24,438			80,116			(800	)		103,754
Pipeline operating		—			2,114			—			2,114
Exploration		7,337			2,463			—			9,800
Production and ad valorem taxes		7,576			16,048			—			23,624
Depreciation, depletion, and amortization		62,636			76,036			—			138,672
Impairment of proved oil and natural gas properties		18,339			10,532			—			28,871
General and administrative		38,414			30,342			431			69,187
Accretion of asset retirement obligations		632			4,377			—			5,009
(Gain) loss on commodity derivative instruments		(13,488	)		(21,417	)		—			(34,905	)
(Gain) loss on sale of properties		(2	)		(9,759	)		—			(9,761	)
Other, net		364			138			—			502
Total costs and expenses		146,246			190,990			(369	)		336,867
Operating income		(7,432	)		67,433			—			60,001
Other income (expense):
Interest expense, net		(12,802	)		(20,436	)		—			(33,238	)
Amortization of investment premium		—			(194	)		—			(194	)
Earnings from equity investments		4,880			—			(4,880	)		—
Other, net		535			—			—			535
Total other income (expense)		(7,387	)		(20,630	)		(4,880	)		(32,897	)
Income before income taxes		(14,819	)		46,803			(4,880	)		27,104
Income tax benefit (expense)		178			(285	)		—			(107	)
Net income	$	(14,641	)	$	46,518		$	(4,880	)	$	26,997

Note 14. Commitments and Contingencies

Litigation & Environmental

As part of our normal business activities, we may be named as defendants in litigation and legal proceedings, including those arising from regulatory and environmental matters. Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify us against liabilities arising from future legal proceedings. We are not aware of any litigation, pending or threatened, that we believe is reasonably likely to have a significant adverse effect on our financial position, results of operations or cash flows. At December 31, 2012, we had an accrued liability of approximately $0.1 million relating primarily to a matter that has been settled. We did not have an accrued liability at December 31, 2013.

Environmental costs for remediation are accrued based on estimates of known remediation requirements. Such accruals are based on management’s best estimate of the ultimate cost to remediate a site and are adjusted

F-62

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

as further information and circumstances develop. Those estimates may change substantially depending on information about the nature and extent of contamination, appropriate remediation technologies and regulatory approvals. Expenditures to mitigate or prevent future environmental contamination are capitalized. Ongoing environmental compliance costs are charged to expense as incurred. In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable. At December 31, 2013, none of our estimated environmental remediation liabilities were discounted to present value since the ultimate amount and timing of cash payments for such liabilities were not readily determinable.

The following table presents the activity of our environmental reserves for the periods presented:

	2013			2012
	(in thousands)
Balance at beginning of period	$	1,469		$	1,747
Charged to costs and expenses		—			193
Payments		(892	)		(471	)
Balance at end of period	$	577		$	1,469

At December 31, 2013 and 2012, $0.6 million and $1.0 million, respectively, of our environmental reserves were classified as current liabilities in accrued liabilities.

Sinking Fund Trust Agreement

REO assumed an obligation with a third party to make payments into a sinking fund in connection with its 2009 acquisition of the Beta properties, the purpose of which is to provide funds adequate to decommission the portion of the San Pedro Bay pipeline that lies within California state waters and the surface facilities. Under the terms of the agreement, REO, as the operator of the properties, is obligated to make monthly deposits into the sinking fund account in an amount equal to $0.25 per barrel of oil and other liquid hydrocarbon produced from the acquired working interest. Interest earned in the account stays in the account. The obligation to fund ceases when the aggregate value of the account reaches $4.3 million. As of December 31, 2013, the gross account balance included in restricted investments was approximately $2.3 million. REO’s maximum remaining obligation net to its 51.75% interest under the terms of the current agreement was $1.0 million at December 31, 2013.

Supplemental Bond for Decommissioning Liabilities Trust Agreement

REO assumed an obligation with the Bureau of Ocean Energy Management (“BOEM”) in connection with its 2009 acquisition of the Beta properties. Under the terms of the agreement dated March 1, 2007, the seller of the Beta properties was obligated to deliver a $90.0 million U.S. Treasury Note into a trust account for the decommissioning of the offshore production facilities. At the time of acquisition, all obligations under this existing agreement had been met.

F-63

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

In January 2010, the BOEM issued a report that revised upward, the estimated cost of decommissioning. In June 2010, REO agreed to make additional quarterly payments to the trust account attributable to its net working interest of approximately $0.6 million beginning on June 30, 2010 until the payments and accrued interest attributable to REO equal $78.7 million by December 31, 2016. The trust account must maintain minimum balances attributable to REO’s net working interest as follows (in thousands):

June 30, 2014	$	68,310
June 30, 2015	$	72,450
June 30, 2016	$	76,590
December 31, 2016	$	78,660

In the event the account balance is less than the contractual amount, the working interest owners must make additional payments. Interest income earned and deposited in the trust account mitigates the likelihood that additional payments will have to be made by the working interest owners. As of December 31, 2013, the maximum remaining obligation net to REO’s interest was approximately $12.2 million.

The trust account is held by REO for the benefit of all working interest owners. The following is a summary of the gross held-to-maturity investments held in the trust account less the outside working interest owners share as of December 31, 2013 (in thousands):

Investment	Amortized Cost			Unrealized Gain  (Loss)			Fair Market Value
U.S. Bank Money Market Cash Equivalent	$	105,184		$	—		$	105,184
U.S. Government Treasury Note, maturity of March 31, 2014, and 1.75% coupon		23,073			93			23,166
Less: Outside working interest owners share		(61,884	)		(45	)		(61,929	)
	$	66,373		$	48		$	66,421

Processing Plant Expansions by Third Party Gatherer

In 2012, WildHorse contracted with Regency Field Services LLC (the “Gatherer”) to expand their Dubach processing plant by up to 70 MMcf per day among other facility and infrastructure improvements. The expansion project was complete and fully operational by July 2013. WildHorse will pay a payback demand fee until the payback demand fees received by the Gatherer plus any third party fees equal 110% of the new facility cost. For each month from the commencement date through the month in which the payout date occurs, WildHorse will pay a payback demand fee equal to the monthly demand quantity (136,200 MMBtu per day) times $0.26 per MMBtu. In addition, for each MMBtu gathered in excess of the demand quantity, WildHorse will pay a payback demand fee of $0.26 per MMBtu.

In 2013, WildHorse contracted with the Gatherer to build a new high pressure pipeline from the dedicated area to the Gatherer’s Dubberly processing plant in Webster Parish, LA amongst other pipeline and infrastructure improvements. The expansion project was complete and fully operational by mid-December 2013. WildHorse will pay a payback demand fee until the payback demand fees received by the Gatherer plus any third party fees equal to 110% of the pipeline and infrastructure improvement costs. For each month from the commencement date through the month in which the payout date occurs, WildHorse will pay a payback demand fee equal to the monthly demand fee times $0.31 per MMBtu. In addition, for each MMBtu gathered in excess of the demand quantity, WildHorse will pay a payback demand fee of $0.31 per MMBtu. The monthly demand quantity is 56,750 MMBtu per day from the Dubberly start-up date through one full year thereafter and then increasing to 113,500 MMBtu per day until payout.

F-64

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Pursuant to the agreement, the Gatherer is obligated to process gas up to the maximum daily quantity of 158,000 MMBtu per day from the commencement date of the Dubach facility expansion through the start-up of the Dubberly pipeline. With the start-up of the Dubberly pipeline, the Gatherer is obligated to process gas up to the maximum daily quantity of 214,750 MMBtu per day through one full year thereafter. From and after the first anniversary of the Dubberly start-up date, the Gatherer is obligated to process gas up to the maximum daily quantity of 271,500 MMbtu per day. WildHorse is obligated to deliver all volumes of gas produced from the dedicated area to the Gatherer up to the maximum daily quantity.

Total allowable costs for the Dubach Plant expansion and the Dubberly pipeline (new Facility Costs) cannot exceed $129.0 million. WildHorse expects that total payments by WildHorse to the Gatherer for the new Facility Costs will not exceed 60% of the total payment amounts after contributions made by other owners. Payments made will reduce revenue associated with the production and are reflected in our reserve report.

WildHorse’s minimum commitments to the Gatherer, before other owner contributions, as of December 31, 2013 were as follows (in thousands):

	Dubach		Dubberly		Total Facility Costs
2014	$	12,925	$	6,421	$	19,346
2015		12,925		12,842		25,767
2016		12,961		12,878		25,839
2017		12,925		12,842		25,767
2018		10,766		10,697		21,463
Total	$	62,502	$	55,680	$	118,182

Subsequent event.    The contract with the Gatherer for the Dubach processing plant was amended effective February 1, 2014 where the payback demand fee for the Dubach processing plant increased from $0.26 to $0.275 cents per MMbtu. Also, the contract with the Gatherer for the new high pressure pipeline was amended effective February 1, 2014 where the payback demand fee decreased from $0.31 to $0.275 cents per MMbtu.

WildHorse’s minimum commitments to the Gatherer, before other owner contributions, as of February 1, 2014 were as follows (in thousands):

	Dubach		Dubberly		Total Facility Costs
2014	$	12,510	$	5,212	$	17,722
2015		13,671		11,393		25,064
2016		13,709		11,424		25,133
2017		13,671		11,393		25,064
2018		12,772		10,643		23,415
Total	$	66,333	$	50,065	$	116,398

Operating Leases

We have leases for offshore Southern California pipeline right-of-way use and office space. We also incur surface rentals related to our business operations. For the years ended December 31, 2013 and 2012, we recognized $8.3 million and $5.0 million, respectively, of rent expense.

F-65

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Amounts shown in the following table represent minimum lease payment obligations under non-cancelable operating leases with a remaining term in excess of one year as of December 31, 2013:

	Payment or Settlement due by Period
Lease Obligations	Total		2014		2015		2016		2017		2018		Thereafter
	(in thousands)
Operating leases		20,325		2,389		2,546		2,583		2,718		2,783		7,306

Drilling & Compression Services

We have entered into drilling and compression services agreements with various terms. Amounts shown in the following table represent our minimum commitments as of December 31, 2013:

	Payment or Settlement due by Period
Service Agreements	Total		2014		2015		2016		2017		2018		Thereafter
	(in thousands)
Drilling services		20,323		20,323		—		—		—		—		—
Compression services		7,090		7,079		11		—		—		—		—

WildHorse Letter of Credit and Certificate of Deposit

Standby letters of credit were issued to the Louisiana Office of Conservation and the Railroad Commission of Texas for the account of WildHorse for $1.2 million during 2011. The letters of credit are to insure compliance by WildHorse with regulatory requirements. These letters of credit are collateralized by two Certificates of Deposits; the fair value of the Certificates of Deposits was $0.5 million and $1.2 million at December 31, 2013 and 2012, respectively. The amount of the letter of credit and the Certificates of Deposit is adjusted depending on the requirements of the Office of Conservation. The Certificates of Deposit is classified as a restricted noncurrent asset and is not considered operating cash for the purposes of the statements of cash flows.

Note 15. Defined Contribution Plans

Memorial Resource sponsors a defined contribution plan for the benefit of substantially all employees who have attained 18 years of age. The plan allows eligible employees to make tax-deferred contributions up to 100% of their annual compensation, not to exceed annual limits established by the Internal Revenue Service. Memorial Resource makes matching contributions of 100% of employee contributions that does not exceed 6% of compensation. Employees are immediately vested in these matching contributions. The plan received employer contributions of approximately $0.9 million and $0.4 million in for the years ended December 31, 2013 and 2012, respectively.

Effective January 1, 2012, REO assumed sponsorship of a separate defined contribution plan. This plan specifically benefits substantially all those employed by the Memorial Resource subsidiary (Beta Operating) that operates and supports the Beta properties that have attained 21 years of age. Eligible employees are permitted to make tax-deferred contributions up to 100% of their annual compensation, not to exceed annual limits established by the Internal Revenue Service. Employer matching contributions of 100% of employee contributions that does not exceed 6% of compensation are made to the plan as well. The employer matching contributions associated with this plan were subject to a three-year graded vesting schedule through February 28, 2012. Effective March 1, 2012, the plan was amended to offer immediate vesting of employer matching contributions. The plan received employer contributions of approximately $0.6 million and $0.5 million in 2013

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MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

and 2012, respectively. Approximately $0.3 million associated with this plan are reflected as costs and expenses in the accompanying statements of operations for both the years ended December 31, 2013 and 2012, respectively.

WildHorse, Tanos, BlueStone, Classic and Black Diamond also sponsor defined contribution plans for the benefit their eligible employees. Matching employer contributions of approximately $0.5 million and $0.6 million were made to these other plans in 2013 and 2012, respectively.

Crown and Stanolind also made matching contributions to defined contribution plans for the benefit of their eligible employees. Matching employer contributions of approximately $0.1 million were made to these plans in both 2013 and 2012. Such contributions to these plans are included in general and administrative expenses in the accompanying combined statements of operations.

Note 16. Subsequent Events

In preparing the consolidated and combined financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through April 4, 2014, the date the consolidated and combined financial statements were available for issuance.

Common Control Acquisition

On April 1, 2014, MEMP acquired certain oil and natural gas producing properties in East Texas from WildHorse for a purchase price of $34.0 million, subject to customary purchase price adjustments. This transaction was financed with borrowings under MEMP’s revolving credit facility. The acquired properties primarily represent additional working interests in wells currently owned by MEMP and located primarily in Polk and Tyler Counties in the Double A Field of East Texas, as well as the Sunflower, Segno and Sugar Creek Fields.

3^rd Party Acquisition

On March 25, 2014, MEMP acquired certain oil and gas producing properties in the Eagle Ford trend from Alta Mesa Holdings, LP for a purchase price of $173 million, subject to customary purchase price adjustments. The acquired properties are located in Karnes County in the core of the Eagle Ford oil window. The properties are 100% non-operated. In addition, MEMP acquired a 30% interest in the seller’s Eagle Ford leasehold. MEMP acquired all of the seller’s working and net revenue interest in the producing wells subject to a net profits interest retained by the seller that reduces annually and terminates after three years. At the end of three years, MEMP will own all of the seller’s interests in the currently producing wells.

NGPCIF NPI Acquisition

See Notes 1 and 12 for further information regarding WildHorse’s acquisition of NGPCIF NPI.

Recently Formed Subsidiaries

MRD Royalty LLC (“MRD Royalty”) and MRD Midstream LLC (“MRD Midstream”) were formed by Memorial Resource in 2014. MRD Royalty owns certain immaterial leasehold interests and overriding royalty interests in Texas and Montana. MRD Midstream owns an indirect interest in certain immaterial midstream assets in North Louisiana. Following the completion of the Offering, Memorial Resource will retain its ownership interest in MRD Royalty and MRD Midstream.

F-67

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Gas Processing Agreement

On March 17, 2014, WildHorse entered into a gas processing agreement with PennTex North Louisiana, LLC (“PennTex”). PennTex is a joint venture among certain affiliates of NGP in which MRD Midstream owns a noncontrolling interest. Once PennTex’s processing plant becomes operational, it will process natural gas produced from wells located on certain leases owned by WildHorse in the state of Louisiana. The agreement has a 15-year primary term, subject to one year extensions at either party’s election. WildHorse will pay PennTex a monthly fee, subject to an annual inflationary escalation, based on volumes of natural gas delivered and processed. Once the plant is declared operational, WildHorse will be obligated to pay a minimum processing fee equal to approximately $18.3 million on an annual basis, subject to certain adjustments and conditions. The gas processing agreement requires that the processing plant be operational no later than November 1, 2015.

Note 17. Supplemental Oil and Gas Information (Unaudited)

Capitalized Costs Relating to Oil and Natural Gas Producing Activities

The total amount of capitalized costs relating to oil and natural gas producing activities and the total amount of related accumulated depreciation, depletion and amortization is as follows at the dates indicated.

	Years Ended December 31,
	2013			2012
	(in thousands)
MRD Segment:
Evaluated oil and natural gas properties	$	1,226,417		$	1,052,219
Unevaluated oil and natural gas properties		46,413			26,589
Accumulated depletion, depreciation, and amortization		(256,629	)		(202,581	)
Subtotal	$	1,016,201		$	876,227
MEMP Segment:
Evaluated oil and natural gas properties(1)	$	1,758,953		$	1,545,402
Unevaluated oil and natural gas properties		—			5,004
Accumulated depletion, depreciation, and amortization(1)		(416,617	)		(265,710	)
Subtotal	$	1,342,336		$	1,284,696
Eliminations:
Accumulated depletion, depreciation, and amortization(1)	$	49,884		$	—
Consolidated:
Evaluated oil and natural gas properties(1)	$	2,985,370		$	2,597,621
Unevaluated oil and natural gas properties		46,413			31,593
Accumulated depletion, depreciation, and amortization(1)		(623,362	)		(468,291	)
Total	$	2,408,421		$	2,160,923
(1)    Amounts do not include costs for SPBPC and related support equipment

F-68

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development Activities

Costs incurred in property acquisition, exploration and development activities were as follows for the periods indicated:

	Years Ended December 31,
	2013		2012
	(in thousands)
MRD Segment:
Property acquisition costs, proved	$	56,108	$	87,857
Property acquisition costs, unproved		19,975		5,293
Exploration and extension well costs		13,313		212
Development		210,440		135,951
Subtotal	$	299,836	$	229,313
MEMP Segment:
Property acquisition costs, proved	$	37,786	$	278,246
Property acquisition costs, unproved		—		—
Exploration and extension well costs		—		42,430
Development(1)		145,830		62,472
Subtotal	$	183,616	$	383,148
Consolidated:
Property acquisition costs, proved	$	93,894	$	366,103
Property acquisition costs, unproved		19,975		5,293
Exploration and extension well costs		13,313		42,642
Development(1)		356,270		198,423
Total	$	483,452	$	612,461
(1)    Amounts do not include costs for SPBPC and related support equipment

Standardized Measure of Discounted Future Net Cash Flows from Proved Reserves

As required by the FASB and SEC, the standardized measure of discounted future net cash flows presented below is computed by applying first-day-of-the-month average prices, year-end costs and legislated tax rates and a discount factor of 10 percent to proved reserves. We do not believe the standardized measure provides a reliable estimate of the expected future cash flows to be obtained from the development and production of its oil and gas properties or of the value of its proved oil and gas reserves. The standardized measure is prepared on the basis of certain prescribed assumptions including first-day-of-the-month average prices, which represent discrete points in time, and therefore, may cause significant variability in cash flows from year to year as prices change.

Oil and Natural Gas Reserves

Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” oil and natural gas reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure reserve estimates reported represent the

F-69

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

most accurate assessments possible, the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other estimates included in the financial statement disclosures.

Proved reserves are those quantities of oil and natural gas that by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

We engaged NSAI to prepare reserves estimates for all of our estimated proved reserves (by volume) at December 31, 2013. All proved reserves are located in the United States and all prices are held constant in accordance with SEC rules.

The weighted-average benchmark product prices used for valuing the reserves are based upon the average of the first-day-of-the-month price for each month within the period January through December of each year presented:

	2013		2012
Oil ($/Bbl):
Spot(1)	$	93.42	$	91.33
NGL ($/Bbl):
Spot(1)	$	93.42	$	91.75
Natural Gas ($/MMbtu):
Spot(2)	$	3.67	$	2.75

(1) The unweighted average West Texas Intermediate spot price was adjusted by lease for quality, transportation fees, and a regional price differential.

(2) The unweighted average Henry Hub spot price was adjusted by lease for energy content, compression charges, transportation fees, and regional price differentials.

F-70

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

MRD Segment

The following tables set forth estimates of the net reserves as of December 31, 2013 and 2012, respectively:

	Year Ended December 31, 2013
	Oil (MBbls)			Gas (MMcf)			NGLs (MBbls)			Equivalent (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year		11,953			739,378			41,466			1,059,895
Extensions and discoveries		1,794			149,974			8,319			210,652
Purchase of minerals in place		211			31,815			1,017			39,183
Production		(665	)		(34,092	)		(1,457	)		(46,819	)
Sales of minerals in place		(599	)		(14,137	)		(1,573	)		(27,169	)
Revision of previous estimates		(1,383	)		(70,684	)		(5,196	)		(110,165	)
End of year(1)		11,311			802,254			42,576			1,125,577
Proved developed reserves:
Beginning of year		3,082			245,449			12,321			337,869
End of year		3,402			263,797			13,904			367,641
Proved undeveloped reserves:
Beginning of year		8,871			493,929			29,145			722,026
End of year		7,909			538,457			28,672			757,936

(1) Includes reserves of 41,077 MMcfe attributable to noncontrolling interests and the MRD Segment previous owners.

	Year Ended December 31, 2012
	Oil (MBbls)			Gas (MMcf)			NGLs (MBbls)			Equivalent (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year		10,834			929,335			53,031			1,312,533
Extensions and discoveries		689			42,019			2,778			62,819
Purchase of minerals in place		1,100			28,115			1,879			45,987
Production		(369	)		(24,131	)		(898	)		(31,731	)
Sales of minerals in place		(4	)		(728	)		—			(752	)
Revision of previous estimates		(297	)		(235,232	)		(15,324	)		(328,961	)
End of year(1)		11,953			739,378			41,466			1,059,895
Proved developed reserves:
Beginning of year		2,107			191,557			7,644			250,073
End of year		3,082			245,449			12,321			337,869
Proved undeveloped reserves:
Beginning of year		8,727			737,778			45,387			1,062,460
End of year		8,871			493,929			29,145			722,026

(1) Includes reserves of 67,135 MMcfe attributable to noncontrolling interests and the MRD Segment previous owners.

F-71

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Noteworthy amounts included in the categories of proved reserve changes for the years ended December 31, 2013 and 2012 in the above tables include:

• 148.6 Bcfe of the increase in reserves for the year end December 31, 2013, through the category extensions and discoveries, was due to the WildHorse’s horizontal redevelopment drilling program in the Terryville Complex in Lincoln Parish, Louisiana.

• WildHorse acquired 43.5 Bcfe in multiple acquisitions during the year ended December 31, 2012, the largest being the Undisclosed Seller Acquisition. Downward revisions of previous estimates for estimated natural gas proved reserves was primarily the result of a decrease in natural gas prices.

See Note 3 for additional information on acquisitions and divestitures.

A variety of methodologies are used to determine our proved reserve estimates. The principal methodologies employed are reservoir simulation, decline curve analysis, volumetric, material balance, advance production type curve matching, petro-physics/log analysis and analogy. Some combination of these methods is used to determine reserve estimates in substantially all of our fields.

The standardized measure of discounted future net cash flows is as follows:

	Years Ended December 31,
	2013			2012
	(in thousands)
Future cash inflows	$	5,722,848		$	4,921,192
Future production costs		(1,587,374	)		(1,255,289	)
Future development costs		(1,352,945	)		(1,060,777	)
Future net cash flows for estimated timing of cash flows(1)		2,782,529			2,605,126
10% annual discount for estimated timing of cash flows		(1,313,577	)		(1,284,531	)
Standardized measure of discounted future net cash flows(2)	$	1,468,952		$	1,320,595

(1) We are subject to the Texas Franchise tax which has a maximum effective rate of 0.7% of gross income apportioned to Texas to immateriality we have excluded the impact of this tax. However, had we not been a tax exempt entity future income tax for the years ended December 31, 2013 and 2012 would have been $760,433 and $647,464, respectively.

(2) Includes $63,422 and $78,518 attributable to both noncontrolling interests and the MRD Segment previous owners for the years ended December 31, 2013 and 2012, respectively.

F-72

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves

The following is a summary of the changes in the standardized measure of discounted future net cash flows for the proved oil and natural gas reserves during each of the years in the two year period ended December 31, 2013:

	Years Ended December 31,
	2013			2012
	(in thousands)
Beginning of year	$	1,320,595		$	1,386,071
Sale of oil and natural gas produced, net of production costs		(196,444	)		(107,316	)
Purchase of minerals in place		51,177			98,384
Sale of minerals in place		(54,091	)		—
Extensions and discoveries		301,004			127,994
Changes in prices and costs		(11,336	)		(402,202	)
Previously estimated development costs incurred		87,297			64,390
Net changes in future development costs		57,353			(67,331	)
Revisions of previous quantities		(186,804	)		(176,788	)
Accretion of discount		128,544			138,607
Change in production rates and other		(28,343	)		258,786
End of year	$	1,468,952		$	1,320,595

MEMP Segment

The following tables set forth estimates of the net reserves as of December 31, 2013 and 2012, respectively:

	Year Ended December 31, 2013
	Oil (MBbls)			Gas (MMcf)			NGLs (MBbls)			Equivalent (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year		39,089			604,440			29,352			1,015,095
Extensions and discoveries		5,655			40,770			1,747			85,180
Purchase of minerals in place		119			16,294			258			18,554
Production		(1,764	)		(35,924	)		(1,632	)		(56,303	)
Sales of minerals in place		—			—			—			—
Revision of previous estimates		(3,950	)		(18,441	)		(879	)		(47,421	)
End of year(1)		39,149			607,139			28,846			1,015,105
Proved developed reserves:
Beginning of year		24,515			376,932			15,947			619,704
End of year		22,265			387,548			15,959			616,893
Proved undeveloped reserves:
Beginning of year		14,574			227,508			13,405			395,391
End of year		16,884			219,591			12,887			398,212

(1) MRD Segment’s share of these reserves is 89,837 MMcfe.

F-73

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	Year Ended December 31, 2012
	Oil (MBbls)			Gas (MMcf)			NGLs (MBbls)			Equivalent (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year		27,150			579,751			15,045			832,913
Extensions and discoveries		7,501			19,869			1,053			71,192
Purchase of minerals in place		11,336			113,617			7,095			224,202
Production		(1,519	)		(29,744	)		(745	)		(43,329	)
Sales of minerals in place		(4,214	)		(4,214	)		—			(29,499	)
Revision of previous estimates		(1,165	)		(74,839	)		6,904			(40,384	)
End of year(1)(2)		39,089			604,440			29,352			1,015,095
Proved developed reserves:
Beginning of year		19,332			413,431			10,015			589,504
End of year		24,515			376,932			15,947			619,704
Proved undeveloped reserves:
Beginning of year		7,818			166,320			5,030			243,409
End of year		14,574			227,508			13,405			395,391

(1) Includes reserves of 406,324 MMcfe attributable to common control acquisitions.

(2) MRD Segment’s share of these reserves is 476,550 MMcfe.

Noteworthy amounts included in the categories of proved reserve changes for the years 2013 and 2012 in the above tables include:

• MEMP acquired 224.2 Bcfe in multiple acquisitions during the year ended December 31, 2012, the largest being the Goodrich Acquisition of 148.9 Bcfe. Stanolind acquired 43.6 Bcfe through multiple acquisitions, the largest being the Menemsha Acquisition of 23.9 Bcfe. During the year ended December 31, 2012, Propel divested 19.0 Bcfe of offshore Louisiana oil and gas properties to an NGP controlled entity.

See Note 3 for additional information on acquisitions and divestitures.

A variety of methodologies are used to determine our proved reserve estimates. The principal methodologies employed are reservoir simulation, decline curve analysis, volumetric, material balance, advance production type curve matching, petro-physics/log analysis and analogy. Some combination of these methods is used to determine reserve estimates in substantially all of our fields.

The standardized measure of discounted future net cash flows is as follows:

	Years Ended December 31,
	2013			2012
	(in thousands)
Future cash inflows	$	6,892,150		$	6,511,776
Future production costs		(2,719,024	)		(2,258,554	)
Future development costs		(685,858	)		(620,944	)
Future net cash flows for estimated timing of cash flows(1)		3,487,268			3,632,278
10% annual discount for estimated timing of cash flows		(1,879,156	)		(2,042,362	)
Standardized measure of discounted future net cash flows(2)(3)	$	1,608,112		$	1,589,916

(1) MEMP is subject to the Texas Franchise tax which has a maximum effective rate of 0.7% of gross income apportioned to Texas. Due to immateriality we have excluded the impact of this tax. MEMP is organized as a pass-through entity for income tax purposes. Had we not been a tax exempt entity our share of future income tax related to our ownership of MEMP for the years ended December 31, 2013 and 2012 would have been $61,300 and $306,297, respectively.

F-74

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(2) Includes $503,021 attributable to the MEMP previous owners for the year ended December 31, 2012.

(3) MRD Segment’s share of the standardized measure of discounted future net cash flows was $142,318 and $554,981 for the years ended December 31, 2013 and 2012, respectively.

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves

The following is a summary of the changes in the standardized measure of discounted future net cash flows for the proved oil and natural gas reserves during each of the years in the two year period ended December 31, 2013:

	Years Ended December 31,
	2013			2012
	(in thousands)
Beginning of year	$	1,589,916		$	1,499,414
Sale of oil and natural gas produced, net of production costs		(234,520	)		(160,023	)
Purchase of minerals in place		23,160			375,953
Sale of minerals in place		—			(154,963	)
Extensions and discoveries		136,423			265,108
Changes in income taxes, net.		—			1,947
Changes in prices and costs		(74,395	)		(331,760	)
Previously estimated development costs incurred		174,490			66,360
Net changes in future development costs		(74,867	)		(1,140	)
Revisions of previous quantities		(141,122	)		(90,587	)
Accretion of discount		158,991			150,136
Change in production rates and other		50,036			(30,529	)
End of year	$	1,608,112		$	1,589,916

F-75

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

SCHEDULE 1—CONDENSED FINANCIAL INFORMATION

Condensed balance sheets

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	19,293		$	8,019
Restricted cash		35,000			—
Accounts receivable:
Affiliates		90,917			84,347
Other		—			3
Prepaid expenses and other current assets		2,802			707
Total current assets		148,012			93,076
Property and equipment, at cost:
Furniture and fixtures		1,679			1,217
Accumulated depreciation, depletion and impairment		(547	)		(199	)
Oil and natural gas properties, net		1,132			1,018
Long-term derivative instruments
Investments in subsidiaries		411,657			797,868
Investments in previous owners		40,331			233,433
Restricted cash		15,000			—
Other long-term assets		6,596			259
Total assets	$	622,728		$	1,125,654
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	130		$	161
Accrued liabilities		1,896			225
Total current liabilities		2,026			386
Long-term debt		343,050			80,000
Other long-term liabilities		135			221
Total liabilities		345,211			80,607
Commitments and contingencies
Equity:
Members		237,186			811,614
Previous Owners		40,331			233,433
Total liabilities and members’ equity	$	622,728		$	1,125,654

F-76

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

SCHEDULE 1—CONDENSED FINANCIAL INFORMATION

Condensed statements of income

	For Year Ended December 31,
	2013			2012
Costs and expenses:
Depreciation, depletion, and amortization		348			195
General and administrative		20,111			10,176
(Gain) loss on commodity derivative instruments		546			—
Total costs and expenses		21,005			10,371
Operating income		(21,005	)		(10,371	)
Other income (expense):
Equity income (loss) from subsidiaries		114,974			2,970
Equity income (loss) from previous owners		10,790			37,318
Interest expense, net		(3,257	)		(219	)
Total other income (expense)		122,507			40,069
Net income (loss)	$	101,502		$	29,698

Condensed statements of cash flows

	For Year Ended December 31,
	2013			2012
Net cash provided by (used in) operating activities	$	(3,556	)	$	(75,088	)
Cash flows from investing activities:
Investments in subsidiaries		(40,666	)		(718	)
Additions to furniture and fixtures		(461	)		(903	)
Proceeds from changes in ownership interests in MEMP		135,012			—
Changes in restricted cash		(50,000	)		—
Net cash (used in) provided by investing activities		43,885			(1,621	)
Cash flows from financing activities:
Advances on revolving credit facility		—			80,000
Payments on revolving credit facility		(80,000	)		—
Proceeds from issuance of senior notes		343,000			—
Distributions received from subsidiaries (see Note 3)		448,349			—
Loan origination fees		(8,042	)		(802	)
Distributions to the Funds		(732,362	)		—
Net cash (used in) provided by financing activities		(29,055	)		79,198
Net change in cash and cash equivalents		11,274			2,489
Cash and cash equivalents, beginning of year		8,019			5,530
Cash and cash equivalents, end of year	$	19,293		$	8,019

F-77

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONDENSED FINANCIAL INFORMATION

Note 1. Basis of Presentation

Memorial Resource Development LLC (“Memorial Resource”) is a Delaware limited liability company (the “Company”) formed on April 27, 2011 to own, acquire, exploit and develop oil and natural gas properties. Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Company” are intended to mean the business and operations of Memorial Resource Development LLC and its consolidated subsidiaries. There are significant restrictions over the ability of Memorial Resource to obtain funds from certain of its consolidating subsidiaries through dividends, loans or advances. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the investments of Memorial Resource in its consolidated subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the consolidated financial statements of MRD LLC included elsewhere herein. These condensed financial statements have been prepared in anticipation of a proposed initial public offering of the common stock of Memorial Resource Development Corp. (“MRDC”).

Note 2. Long-Term Debt

Our debt obligations under revolving credit facilities consisted of the following at December 31:

	2013			2012
	(in thousands)
Memorial Resource $1.0 billion revolving credit facility, variable-rate, terminated December 2013	$	—		$	80,000
10.00%/10.75% senior PIK toggle notes due December 2018		350,000			—
10.00%/10.75% senior PIK toggle notes unamortized discounts		(6,950	)		—
Total long-term debt	$	343,050		$	80,000

On July 13, 2012, Memorial Resource entered into a two-year $50.0 million senior secured revolving credit with an initial borrowing base of $35.0 million. Memorial Resource pledged 7,061,294 of Memorial Production Partners LP (“MEMP”) common units and 5,360,912 of MEMP subordinated units as security under the credit facility as well as its oil and gas properties and certain other assets of Memorial Resource. This credit facility was also guaranteed by certain of Memorial Resources wholly-owned subsidiaries.

On November 20, 2012, Memorial Resource entered into a first amendment to its credit agreement, which among other things: (i) increased the aggregate maximum credit to $1.0 billion (ii) increased the borrowing base to $120.0 million and (iii) extended the maturity date to November 20, 2016. On April 25, 2013, Memorial Resource entered into a second amendment to its credit agreement, which among other things: (i) increased the borrowing base to $170.0 million and (ii) designated Tanos together with its consolidating subsidiaries as additional guarantors. On October 1, 2013, Tanos Energy, LLC (“Tanos”) and its consolidating subsidiaries were removed as guarantors and the borrowing base was reduced to $120.0 million .. On November 1, 2013, Memorial Resource entered into a third amendment to its credit agreement, which among other things: (i) designated Black Diamond Minerals, LLC (“Black Diamond”) together with its consolidating subsidiaries as additional guarantors, (ii) reduced the borrowing base to $100.0 million, and (iii) permitted second lien indebtedness. On November 22, 2013, the borrowing base was automatically reduced to $60.0 million upon Memorial Resource’s sale of 7,061,294 MEMP common units in a secondary offering.

On December 18, 2013, indebtedness then outstanding under the revolving credit facility of $59.7 million and all accrued interest was paid off in full and the revolving credit facility was terminated in connection with the issuance of senior notes discussed below.

F-78

MEMORIAL RESOURCE DEVELOPMENT LLC (PREDECESSOR)

NOTES TO CONDENSED FINANCIAL INFORMATION

On December 18, 2013, Memorial Resource and its wholly-owned subsidiary, Memorial Resource Finance Corp. (“MRD Finance Corp.” and collectively, the “MRD Issuers”), completed a private placement of $350.0 million in aggregate principal amount of 10.00% / 10.75% Senior PIK Toggle Notes due 2018 (the “PIK notes”). The PIK notes were issued at 98% of par and will mature on December 15, 2018. Net proceeds from the private offering were used: (i) to repay all indebtedness then outstanding under Memorial Resource’s revolving credit facility, (ii) to establish a cash reserve of $50.0 million for the payment of interest on the PIK notes, (iii) to pay a $220.0 million distribution to the Funds, and (iv) for general company purposes.

Interest on the PIK notes will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2014. Subject to conditions in the indenture governing the PIK notes, Memorial Resource will be required to pay interest on the PIK notes in cash or through issuing additional notes (such an issuance, “PIK Interest”). The interest rate on the PIK notes is 10.00% per annum for interest paid in cash or 10.75% per annum for PIK Interest. PIK Interest will be paid by issuing additional notes having the same terms as the PIK notes. The PIK notes are subject to optional redemption at prices specified in the indenture plus accrued and unpaid interest, if any. The MRD Issuers may also be required to repurchase the PIK notes upon a change of control.

At the time the PIK notes were issued, all of Memorial Resource’s subsidiaries other than MEMP and BlueStone Holdings (and their respective subsidiaries) were designated as restricted subsidiaries. The indenture governing the PIK notes contains customary covenants and restrictive provisions that apply to both Memorial Resource and its restricted subsidiaries, many of which will terminate if at any time no default exists under the indenture and the PIK notes receive an investment grade rating from both of two specified ratings agencies. The PIK notes are fully and unconditionally guaranteed on a senior unsecured basis by all of Memorial Resource’s restricted subsidiaries, except MEMP GP and WildHorse.

The indenture also provides for customary and other events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency, all outstanding PIK notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding PIK notes may declare all the PIK notes to be due and payable immediately.

Note 3. Distribution from subsidiaries

The table below shows the distributions received from our subsidiaries classified as inflows from operating activities for the periods indicated since they are represent return on investment:

	For Year Ended December 31,
	2013		2012
Distributions received from subsidiaries	$	25,966	$	19,228

Distributions received from our subsidiaries that represent return of investment are classified as inflows from investing activities.

F-79

Appendix A

GLOSSARY OF OIL AND NATURAL GAS TERMS

The terms defined in this section are used throughout this prospectus:

Analogous Reservoir:    Analogous reservoirs, as used in resource assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, analogous reservoir refers to a reservoir that shares all of the following characteristics with the reservoir of interest: (i) the same geological formation (but not necessarily in pressure communication with the reservoir of interest); (ii) the same environment of deposition; (iii) similar geologic structure; and (iv) the same drive mechanism.

Basin:    A large depression on the earth’s surface in which sediments accumulate.

Bbl:    One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

Bcf:    One billion cubic feet of natural gas.

Bcfe:    One billion cubic feet of natural gas equivalent.

Boe:    One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil.

Btu:    One British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water by one degree Fahrenheit.

Developed Acreage:    The number of acres which are allocated or assignable to producing wells or wells capable of production.

Development Well:    A well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Differential:    An adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.

Economically Producible:    The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. For this determination, the value of the products that generate revenue are determined at the terminal point of oil and natural gas producing activities.

Estimated Ultimate Recovery (EUR):    Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

Exploitation:    A development or other project which may target proven or unproven reserves (such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.

Exploratory Well:    A well drilled to find and produce oil and natural gas reserves not classified as proved, to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir or to extend a known reservoir.

A-1

Field:    An area consisting of a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

Gross Acres or Gross Wells:    The total acres or wells, as the case may be, in which we have working interest.

ICE:    Inter-Continental Exchange.

MBtu/d:    One thousand Btu per day.

Mcf:    One thousand cubic feet of natural gas.

MMBtu:    One million British thermal units.

MMcf:    One million cubic feet of natural gas.

MMcfe:    One million cubic feet of natural gas equivalent.

Net Acres or Net Wells:    Gross acres or wells, as the case may be, multiplied by our working interest ownership percentage.

Net Production:    Production that is owned by us less royalties and production due others.

Net Revenue Interest:    A working interest owner’s gross working interest in production less the royalty, overriding royalty, production payment and net profits interests.

NGLs:    The combination of ethane, propane, butane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature.

NYMEX:    New York Mercantile Exchange.

Oil:    Oil and condensate.

Operator:    The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.

Play:    A geographic area with hydrocarbon potential.

Possible Reserves:    Reserves that are less certain to be recovered than probable reserves.

Probable Reserves:    Reserves that are less certain to be recovered than proved reserves but that, together with proved reserves, are as likely as not to be recovered.

Productive Well:    A well that produces commercial quantities of hydrocarbons, exclusive of its capacity to produce at a reasonable rate of return.

Proved Developed Reserves:    Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods.

Proved Reserves:    Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence the project, within a reasonable time. The area of the reservoir considered as proved

A-2

includes (i) the area identified by drilling and limited by fluid contacts, if any, and (ii) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or natural gas on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons, as seen in a well penetration, unless geoscience, engineering or performance data and reliable technology establishes a lower contact with reasonable certainty. Where direct observation from well penetrations has defined a highest known oil elevation and the potential exists for an associated natural gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. Reserves which can be produced economically through application of improved recovery techniques (including fluid injection) are included in the proved classification when (i) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir, or an analogous reservoir or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (ii) the project has been approved for development by all necessary parties and entities, including governmental entities. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price used is the average price during the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

PUDs:    Proved Undeveloped Reserves.

Proved Undeveloped Reserves:    Proved oil and natural gas reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir.

Realized Price:    The cash market price less all expected quality, transportation and demand adjustments.

Recompletion:    The completion for production of an existing wellbore in another formation from that which the well has been previously completed.

Reliable Technology:    Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Reserve Life:    A measure of the productive life of an oil and natural gas property or a group of properties, expressed in years. Reserve life is calculated by dividing proved reserve volumes at year-end by production volumes. In our calculation of reserve life, production volumes are adjusted, if necessary, to reflect property acquisitions and dispositions.

Reserves:    Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are

A-3

penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

Reservoir:    A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reserves.

Resources:    Resources are quantities of oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered unrecoverable. Resources include both discovered and undiscovered accumulations.

Spacing:    The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres (e.g., 40-acre spacing) and is often established by regulatory agencies.

Undeveloped Acreage:    Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

Wellbore:    The hole drilled by the bit that is equipped for oil or natural gas production on a completed well. Also called well or borehole.

Working Interest:    An interest in an oil and natural gas lease that gives the owner of the interest the right to drill for and produce oil and natural gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.

WTI:    West Texas Intermediate.

A-4

Appendix B-1

CHAIRMAN & CEO C.H. (SCOTT) REES III PRESIDENT & COO DANNY D. SIMMONS EXECUTIVE VP G. LANCE BINDER EXECUTIVE COMMITTEE P. SCOTT FROST – DALLAS J. CARTER HENSON, JR. – HOUSTON DAN PAUL SMITH – DALLAS JOSEPH J. SPELLMAN – DALLAS THOMAS J. TELLA II – DALLAS

April 3, 2014

Mr. John A. Weinzierl

Memorial Resource Development LLC

1301 McKinney Street, Suite 2100

Houston, Texas 77010

Dear Mr. Weinzierl:

In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2013, to the Memorial Resource Development LLC (MRD) interest in certain oil and gas properties located in Colorado, Louisiana, Oklahoma, Texas, and Wyoming. Memorial Resource Development LLC owns its interest in these properties through its subsidiaries Black Diamond Minerals, LLC; Classic Hydrocarbons, Inc. (Classic IV); and WildHorse Resources, LLC (WHR). The WHR portion of the MRD interest shown herein comprises the WHR interest owned by MRD as of December 31, 2013, and the NGP Income Co-Investment Opportunities Fund II, LP interest managed by WHR. We completed our evaluation on or about the date of this letter. It is our understanding that the proved reserves estimated in this report constitute all of the proved reserves owned by MRD (other than those attributable to BlueStone Natural Resources Holdings, LLC; Memorial Production Partners LP; and their respective subsidiaries). The estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas. Definitions are presented immediately following this letter. This report has been prepared for Memorial Resource Development LLC’s use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

We estimate the net reserves and future net revenue to the MRD interest in these properties, as of December 31, 2013, to be:

	Net Reserves						Future Net Revenue (M$)
Category	Oil (MBBL)		NGL (MBBL)		Gas(1) (MMCF)		Total		Present Worth at 10%
Proved Developed Producing		2,625.8		12,259.9		234,036.9		1,014,683.4		610,303.5
Proved Developed Non-Producing		776.9		1,644.9		29,760.0		159,150.0		92,615.4
Proved Undeveloped		7,907.9		28,671.9		538,457.1		1,608,681.2		766,033.0
Total Proved		11,310.5		42,576.7		802,254.1		2,782,514.7		1,468,952.1

Totals may not add because of rounding.

(1) Estimates of gas reserves include field fuel usage volumes for the WHR properties.

The oil volumes shown include crude oil and condensate. Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

4500 THANKSGIVING TOWER Ÿ 1601 ELM STREET Ÿ DALLAS, TEXAS 75201-4754 Ÿ PH: 214-969-5401 Ÿ FAX: 214-969-5411	nsai@nsai-petro.com
1221 LAMAR STREET, SUITE 1200 Ÿ HOUSTON, TEXAS 77010-3072 Ÿ PH: 713-654-4950 Ÿ FAX: 713-654-4951	netherlandsewell.com

B-1

The estimates shown in this report are for proved reserves. As requested, probable and possible reserves that exist for these properties have not been included. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

Gross revenue is MRD’s share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for MRD’s share of production taxes, ad valorem taxes, capital costs, and operating expenses but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.

Prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2013. For oil and NGL volumes, the average Southwestern Wyoming Sweet posted price of $83.53 per barrel is used for properties located in Natrona and Sweetwater Counties, Wyoming, and the average West Texas Intermediate posted price of $93.42 per barrel is used for all other properties. These average posted prices are adjusted by lease for quality and regional and local price differentials. For gas volumes, the average CIG Rocky Mountains spot price of $3.527 per MMBTU is used for properties located in Colorado and Wyoming, and the average Henry Hub spot price of $3.670 per MMBTU is used for all other properties. These average spot prices are adjusted by lease for energy content, transportation fees, and regional and local price differentials. All prices are held constant throughout the lives of the properties. The average adjusted product prices weighted by production over the remaining lives of the properties are $100.26 per barrel of oil, $39.72 per barrel of NGL, and $3.656 per MCF of gas.

Operating costs used in this report are based on operating expense records of MRD. For nonoperated properties, these costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels. Operating costs have been divided into per-well costs, per-unit-of-production costs, and workover costs. As requested, operating costs for the operated properties are limited to direct lease- and field-level costs and MRD’s estimate of the portion of its headquarters general and administrative overhead expenses necessary to operate the properties. Operating costs are not escalated for inflation.

Capital costs used in this report were provided by MRD and are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Based on our understanding of future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. Capital costs are not escalated for inflation. As requested, our estimates do not include any salvage value for the lease and well equipment or the cost of abandoning the properties.

For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.

B-2

We have made no investigation of potential volume and value imbalances resulting from overdelivery or underdelivery to the MRD interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on MRD receiving its net revenue interest share of estimated future gross production after field usage and shrinkage.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing this report.

For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. For the Classic IV and WHR properties, a substantial portion of these reserves are for undeveloped locations and producing wells that lack sufficient production history upon which performance-related estimates of reserves can be based; such reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

B-3

The data used in our estimates were obtained from MRD, public data sources, and the nonconfidential files of Netherland, Sewell & Associates, Inc. and were accepted as accurate. Supporting work data are on file in our office. We have not examined the titles to the properties or independently confirmed the actual degree or type of interest owned. The technical persons responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

		Sincerely,
		NETHERLAND, SEWELL & ASSOCIATES, INC.
		Texas Registered Engineering Firm F-2699
		By:	/s/ C.H. (Scott) Rees III
			C.H. (Scott) Rees III, P.E.
			Chairman and Chief Executive Officer
By:	/s/ Justin S. Hamilton	By:	/s/ Allen E. Evans, Jr.
	Justin S. Hamilton, P.E. 104999		Allen E. Evans, Jr., P.G. 1286
	Vice President		Vice President
Date Signed: April 3, 2014		Date Signed: April 3, 2014
JSH:JLO

B-4

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Section 210.4-10(a). Also included is supplemental information from (1) the 2007 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas, and (3) the SEC’s Compliance and Disclosure Interpretations.

(1) Acquisition of properties.    Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers’ fees, recording fees, legal costs, and other costs incurred in acquiring properties.

(2) Analogous reservoir.    Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest:

(i) Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

(ii) Same environment of deposition;

(iii) Similar geological structure; and

(iv) Same drive mechanism.

Instruction to paragraph (a)(2):    Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

(3) Bitumen.    Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

(4) Condensate.    Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

(5) Deterministic estimate.    The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

(6) Developed oil and gas reserves.    Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

B-5

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Supplemental definitions from the 2007 Petroleum Resources Management System:

Developed Producing Reserves—Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing Reserves—Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

(7) Development costs.    Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

(i) Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.

(ii) Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.

(iii) Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.

(iv) Provide improved recovery systems.

(8) Development project.    A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

(9) Development well.    A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

(10) Economically producible.    The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

(11) Estimated ultimate recovery (EUR).    Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

B-6

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(12) Exploration costs.    Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

(i) Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or “G&G” costs.

(ii) Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.

(iii) Dry hole contributions and bottom hole contributions.

(iv) Costs of drilling and equipping exploratory wells.

(v) Costs of drilling exploratory-type stratigraphic test wells.

(13) Exploratory well.    An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.

(14) Extension well.    An extension well is a well drilled to extend the limits of a known reservoir.

(15) Field.    An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms “structural feature” and “stratigraphic condition” are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

(16) Oil and gas producing activities.

(i) Oil and gas producing activities include:

(A) The search for crude oil, including condensate and natural gas liquids, or natural gas (“oil and gas”) in their natural states and original locations;

(B) The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;

(C) The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:

(1) Lifting the oil and gas to the surface; and

B-7

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(2) Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and

(D) Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.

Instruction 1 to paragraph (a)(16)(i):    The oil and gas production function shall be regarded as ending at a “terminal point”, which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:

a. The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and

b. In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.

Instruction 2 to paragraph (a)(16)(i):    For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.

(ii) Oil and gas producing activities do not include:

(A) Transporting, refining, or marketing oil and gas;

(B) Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;

(C) Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or

(D) Production of geothermal steam.

(17) Possible reserves.    Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

B-8

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

(18) Probable reserves.    Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.

(19) Probabilistic estimate.    The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

(20) Production costs.

(i) Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

(A) Costs of labor to operate the wells and related equipment and facilities.

(B) Repairs and maintenance.

B-9

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(C) Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.

(D) Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.

(E) Severance taxes.

(ii) Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

(21) Proved area.    The part of a property to which proved reserves have been specifically attributed.

(22) Proved oil and gas reserves.    Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

B-10

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

(23) Proved properties.    Properties with proved reserves.

(24) Reasonable certainty.    If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

(25) Reliable technology.    Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

(26) Reserves.    Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26):    Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

B-11

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

Excerpted from the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas:

932-235-50-30 A standardized measure of discounted future net cash flows relating to an entity’s interests in both of the following shall be disclosed as of the end of the year:

a. Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B)

b. Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7).

The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes.

932-235-50-31 All of the following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed in accordance with paragraphs 932-235-50-3 through 50-11B:

a. Future cash inflows. These shall be computed by applying prices used in estimating the entity’s proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.

b. Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.

c. Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entity’s proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entity’s proved oil and gas reserves.

d. Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.

e. Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.

f. Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.

(27) Reservoir.    A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

(28) Resources.    Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

(29) Service well.    A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

(30) Stratigraphic test well.    A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.

B-12

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(31) Undeveloped oil and gas reserves.    Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

From the SEC’s Compliance and Disclosure Interpretations (October 26, 2009):

Although several types of projects—such as constructing offshore platforms and development in urban areas, remote locations or environmentally sensitive locations—by their nature customarily take a longer time to develop and therefore often do justify longer time periods, this determination must always take into consideration all of the facts and circumstances. No particular type of project per se justifies a longer time period, and any extension beyond five years should be the exception, and not the rule.

Factors that a company should consider in determining whether or not circumstances justify recognizing reserves even though development may extend past five years include, but are not limited to, the following:

• The company’s level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities);

• The company’s historical record at completing development of comparable long-term projects;

• The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities;

• The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and

• The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority).

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

(32) Unproved properties.    Properties with no proved reserves.

B-13

Appendix B-2

CHAIRMAN & CEO C.H. (SCOTT) REES III PRESIDENT & COO DANNY D. SIMMONS EXECUTIVE VP G. LANCE BINDER EXECUTIVE COMMITTEE P. SCOTT FROST – DALLAS J. CARTER HENSON, JR. – HOUSTON DAN PAUL SMITH – DALLAS JOSEPH J. SPELLMAN – DALLAS THOMAS J. TELLA II – DALLAS

April 24, 2014

Mr. John A. Weinzierl

Memorial Resource Development LLC

1301 McKinney Street, Suite 2100

Houston, Texas 77010

Dear Mr. Weinzierl:

In accordance with your request, we have audited the estimates prepared by Memorial Resource Development LLC and its subsidiaries (collectively referred to herein as “MRD”), as of December 31, 2013, of the probable and possible reserves and future revenue to the Memorial Resource Development LLC interest in certain oil and gas properties located in Colorado, Louisiana, Oklahoma, and Texas. The audited estimates shown herein have been revised from the estimates in our April 4, 2014, audit letter to reflect changes in the development plan of the Upper Cotton Valley Sands in Terryville and Hico-Knowles Fields, Louisiana. With the exception of these changes, we completed our audit on or about April 4, 2014. Our estimates of proved reserves and future revenue for these properties are set forth in our report dated April 3, 2014. Memorial Resource Development LLC owns its interest in these properties through its subsidiaries Black Diamond Minerals, LLC; Classic Hydrocarbons, Inc.; and WildHorse Resources, LLC (WHR). It is our understanding that the probable and possible reserves estimated in this report constitute all of the probable and possible reserves owned by MRD (other than those attributable to BlueStone Natural Resources Holdings, LLC; Memorial Production Partners LP; and their respective subsidiaries). We have examined the estimates with respect to reserves quantities, reserves categorization, future producing rates, future net revenue, and the present value of such future net revenue, using the definitions set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Rule 4-10(a). The estimates of reserves and future revenue have been prepared in accordance with the definitions and regulations of the SEC and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas. This report has been prepared for Memorial Resource Development LLC’s use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

The following table sets forth MRD’s estimates of the net reserves and future net revenue, as of December 31, 2013, for the audited properties:

	Net Reserves						Future Net Revenue (M$)
Category	Oil (MBBL)		NGL (MBBL)		Gas(1) (MMCF)		Total		Present Worth at 10%
Probable		10,479.7		33,708.9		535,185.3		2,148,275.7		1,052,242.6
Possible		36,376.1		68,686.1		1,080,539.7		6,167,918.1		2,386,228.2

(1) Estimates of gas reserves include field fuel usage volumes for the WHR properties.

The oil volumes shown include crude oil and condensate. Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

4500 THANKSGIVING TOWER Ÿ 1601 ELM STREET Ÿ DALLAS, TEXAS 75201-4754 Ÿ PH: 214-969-5401 Ÿ FAX: 214-969-5411	nsai@nsai-petro.com
1221 LAMAR STREET, SUITE 1200 Ÿ HOUSTON, TEXAS 77010-3072 Ÿ PH: 713-654-4950 Ÿ FAX: 713-654-4951	netherlandsewell.com

B-14

When compared on a field-by-field basis, some of the estimates of MRD are greater and some are less than the estimates of Netherland, Sewell & Associates, Inc. (NSAI). However, in our opinion the estimates of MRD’s probable and possible reserves and future revenue shown herein are, in the aggregate, reasonable and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). Additionally, these estimates are within the recommended 10 percent tolerance threshold set forth in the SPE Standards. We are satisfied with the methods and procedures used by MRD in preparing the December 31, 2013, estimates of reserves and future revenue, and we saw nothing of an unusual nature that would cause us to take exception with the estimates, in the aggregate, as prepared by MRD.

The estimates shown herein are for probable and possible reserves; a substantial portion of these reserves are for undeveloped locations. MRD’s estimates do not include any value for undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

Prices used by MRD are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2013. For oil and NGL volumes, the average West Texas Intermediate posted price of $93.42 per barrel is adjusted by lease for quality and regional and local price differentials. For gas volumes, the average CIG Rocky Mountains spot price of $3.527 per MMBTU is used for properties located in Colorado, and the average Henry Hub spot price of $3.670 per MMBTU is used for all other properties. These average spot prices are adjusted by lease for energy content, transportation fees, and regional and local price differentials. All prices are held constant throughout the lives of the properties.

Operating costs used by MRD are based on historical operating expense records. For nonoperated properties, these costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels. Operating costs have been divided into per-well costs, per-unit-of-production costs, and workover costs. Operating costs for the operated properties are limited to direct lease- and field-level costs and MRD’s estimate of the portion of its headquarters general and administrative overhead expenses necessary to operate the properties. Capital costs used by MRD are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Operating costs and capital costs are not escalated for inflation. Estimates do not include any salvage value for the lease and well equipment or the cost of abandoning the properties.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, estimates of MRD and NSAI are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the

B-15

estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing these estimates.

It should be understood that our audit does not constitute a complete reserves study of the audited oil and gas properties. Our audit consisted primarily of substantive testing, wherein we conducted a detailed review of all properties. In the conduct of our audit, we have not independently verified the accuracy and completeness of information and data furnished by MRD with respect to ownership interests, oil and gas production, well test data, historical costs of operation and development, product prices, or any agreements relating to current and future operations of the properties and sales of production. However, if in the course of our examination something came to our attention that brought into question the validity or sufficiency of any such information or data, we did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or had independently verified such information or data. Our audit did not include a review of MRD’s overall reserves management processes and practices.

We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to establish the conclusions set forth herein. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

Supporting data documenting this audit, along with data provided by MRD, are on file in our office. The technical persons responsible for conducting this audit meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

		Sincerely,
		NETHERLAND, SEWELL & ASSOCIATES, INC.
		Texas Registered Engineering Firm F-2699
		By:	/s/ C.H. (Scott) Rees III
			C.H. (Scott) Rees III, P.E.
			Chairman and Chief Executive Officer
By:	/s/ Philip S. (Scott) Frost	By:	/s/ William J. Knights
	Philip S. (Scott) Frost, P.E. 88738		William J. Knights, P.G. 1532
	Senior Vice President		Vice President
Date Signed: April 24, 2014		Date Signed: April 24, 2014
PSF:JLO

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

B-16

                Shares

Common Stock

PRELIMINARY PROSPECTUS

Joint Book-Running Managers

Citigroup

Barclays

BofA Merrill Lynch

BMO Capital Markets

Goldman, Sachs & Co.

Raymond James

RBC Capital Markets

Wells Fargo Securities

Co-Managers

Credit Suisse

Morgan Stanley

Scotiabank / Howard Weil

Simmons & Company International

Stephens Inc.

Stifel

UBS Investment Bank

Wunderlich Securities

                    , 2014

Until                     , 2014 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated fees and expenses, other than underwriting discounts and commissions, paid or payable by the registrant in connection with the issuance and distribution of the common stock. All amounts are estimates except for the SEC registration, Financial Industry Regulatory Authority, Inc. and stock exchange and listing fees.

SEC registration fee	$	90,160
Stock exchange filing fee and listing fee		*
Transfer agent and registrar fees		*
Printing and engraving costs		*
Legal fees and expenses		*
Accountants’ fees and expenses		*
Financial Industry Regulatory Authority, Inc. filing fee		105,500
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers

The Company is incorporated in Delaware. Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The Company’s bylaws provide that indemnification shall be to the fullest extent permitted by the DGCL for all current or former directors or officers of the Company. As permitted by the DGCL, the Company’s certificate of incorporation provides that directors of the Company shall have no personal liability to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the DGCL as in effect when such liability is determined.

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Item 15. Recent Sales of Unregistered Securities

Set forth below is certain information regarding securities issued by the registrant during the last three years in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), including the consideration, if any, received by the registrant for such issuances.

In connection with its formation in January 2014, the Company issued 100 shares of its common stock to Memorial Resource Development LLC in exchange for consideration of $1.00. The issuance of these shares was exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, pursuant to Section 4(2) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

(b) Financial Statement Schedules

Schedules are omitted because they either are not required or are not applicable or because equivalent information has been included in the financial statements, the notes thereto or elsewhere herein.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas on the 2nd day of May, 2014.

MEMORIAL RESOURCE DEVELOPMENT CORP.
By:	/s/ John A. Weinzierl
	John A. Weinzierl
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
* Tony R. Weber	Chairman	May 2, 2014
/s/ John A. Weinzierl John A. Weinzierl	Chief Executive Officer and Director (Principal Executive Officer)	May 2, 2014
/s/ Andrew J. Cozby Andrew J. Cozby	Chief Financial Officer (Principal Financial Officer)	May 2, 2014
/s/ Dennis G. Venghaus Dennis G. Venghaus	Chief Accounting Officer (Principal Accounting Officer)	May 2, 2014
* Scott A. Gieselman	Director	May 2, 2014
* Kenneth A. Hersh	Director	May 2, 2014

*By:	/s/ John A. Weinzierl
	John A. Weinzierl
	Attorney-in-Fact

Exhibit No.		Exhibit Description
	1.1**	Form of Underwriting Agreement
	2.1##	Purchase and Sale Agreement between Memorial Resource Development LLC and Memorial Production Operating LLC, dated as of July 15, 2013 (incorporated by reference to Exhibit 2.5 to Memorial Production Partners LP’s Form 8-K (File No. 001-35364), filed with the SEC on July 16, 2013)
	3.1*	Form of Amended and Restated Certificate of Incorporation of Memorial Resource Development Corp.
	3.2*	Form of Amended and Restated Bylaws of Memorial Resource Development Corp.
	5.1**	Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of securities being registered
	10.1+*	Memorial Resource Development Corp. 2014 Long Term Incentive Plan
	10.2+*	Form of Restricted Stock Agreement
	10.3**	Voting Agreement, dated as of                     , 2014, among Memorial Resource Development Corp., MRD Holdings LLC and certain former management members of WildHorse Resources, LLC
	10.4**	Form of Registration Rights Agreement among Memorial Resource Development Corp. and certain stockholders
	10.5*	Services Agreement, dated as of                     , 2014, among Memorial Resource Development Corp., WildHorse Resources, LLC and WildHorse Resources Management Company, LLC
	10.6**	Credit Agreement, dated as of                     , 2014, by and among Memorial Resource Development, as the Borrower, the Lenders party thereto,             , as Administrative Agent and Collateral Agent, and the other parties party thereto
	10.7+*	Form of Change in Control Agreement
	10.8+*	Form of Indemnification Agreement between Memorial Resource Development Corp. and each of the officers and directors thereof
	10.9	Omnibus Agreement, dated as of December 14, 2011, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Resource Development LLC (incorporated by reference to Exhibit 10.1 to Memorial Production Partners LP’s Form 8-K (File No. 001-35364) filed with the SEC on December 15, 2011)
	10.10†*	Gas Processing Agreement, dated as of March 17, 2014, between WildHorse Resources, LLC and PennTex North Louisiana, LLC
	21.1**	Subsidiaries of Memorial Resource Development Corp.
	23.1*	Consent of KPMG LLP, an independent registered public accounting firm
	23.2*	Consent of Netherland, Sewell & Associates, Inc.
	23.3**	Consent of Akin Gump Strauss Hauer & Feld LLP (contained in Exhibit 5.1)
	24.1***	Powers of attorney (included on the signature page to the Company’s Registration Statement on Form S-1, filed with the SEC on April 4, 2014)
	24.2*	Power of attorney of Andrew J. Cozby

99.1*	Netherland, Sewell & Associates, Inc. reserve report for Memorial Resource Development LLC related to proved reserves as of December 31, 2013 (included as Appendix B-1 to the prospectus)
99.2*	Netherland, Sewell & Associates, Inc. audit letter for Memorial Resource Development LLC related to management’s report of probable and possible reserves as of December 31, 2013 (included as Appendix B-2 to the prospectus)
99.3***	Netherland, Sewell & Associates, Inc. reserve report for Memorial Production Partners LP as of December 31, 2013 (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on April 4, 2014)

* Filed herewith

** To be filed by amendment

*** Previously filed

## Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

+ Management contract or compensatory plan, contract or arrangement.

† Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

EX-3.1

Exhibit 3.1

FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MEMORIAL RESOURCE DEVELOPMENT CORP.

Memorial Resource Development Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on January 31, 2014.

2. This Amended and Restated Certificate of Incorporation, which restates and amends the Original Certificate of Incorporation, has been declared advisable by the board of directors of the Corporation (the “Board”), duly adopted by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 103, 228, 242 and 245 of the DGCL. References to “this Amended and Restated Certificate of Incorporation” herein refer to the Amended and Restated Certificate of Incorporation, as amended, restated, supplemented and otherwise modified from time to time.

3. The Original Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

Section 1.1 Name. The name of the Corporation is Memorial Resource Development Corp.

ARTICLE II

REGISTERED AGENT

Section 2.1 Registered Agent. The address of its registered office in the State of Delaware is 615 South DuPont Highway in the City of Dover, County of Kent, postal code 19901, and the name of the Corporation’s registered agent at such address is National Corporate Research, Ltd.

ARTICLE III

PURPOSE

Section 3.1 Purpose. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it currently exists or may hereafter be amended.

ARTICLE IV

CAPITALIZATION

Section 4.1 Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is                 shares of stock, classified as (i)                 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), and (ii)                  shares of common stock, par value $0.01 per share (“Common Stock”).

Section 4.2 Provisions Relating to Preferred Stock.

(a) The Board is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock from time to time in one or more series, the shares of each series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board as hereafter prescribed and filed pursuant to applicable law (a “Preferred Stock Designation”).

(b) Subject to any limitations prescribed by law, authority is hereby expressly granted to and vested in the Board to authorize the issuance of Preferred Stock from time to time in one or more series, and with respect to each series of Preferred Stock, to fix and state the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each series of Preferred Stock, including, but not limited to, the following:

(i) whether or not the series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

(ii) the number of shares to constitute the series and the designations thereof;

(iii) the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any series;

(iv) whether or not the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v) whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi) the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

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(vii) the preferences, if any, and the amounts thereof which the holders of any series thereof shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

(ix) such other powers, preferences, rights, qualifications, limitations and restrictions with respect to any series as may to the Board seem advisable.

(c) The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects.

Section 4.3 Provisions Relating to Common Stock.

(a) Common Stock shall be subject to the express terms of Preferred Stock and any series thereof. Except as may otherwise be required by this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders and the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders.

(b) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation).

(c) Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive ratably in proportion to the number of shares of Common Stock held by them such dividends and distributions (payable in cash, stock or otherwise), if any, as may be declared thereon by the Board at any time and from time to time out of any funds of the Corporation legally available therefor.

(d) The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either Common Stock or Preferred Stock voting separately as a class shall be required therefor.

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ARTICLE V

DIRECTORS

Section 5.1 Term and Classes.

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

(b) Until the first date on which MRD Holdings LLC, Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P., NGP IX Offshore Holdings, L.P. and any other fund, now or in the future, under common control with, or managed by the same management company (or its successor) as, any of the foregoing (each, a “Fund” and together, the “Funds”) and their respective Affiliates (as such term is defined in Section 10.2) no longer collectively beneficially own (or otherwise have the right to vote or direct the vote of) more than 50% of the outstanding shares of Common Stock (the “Trigger Date”), the directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall consist of a single class, with the initial term of office to expire at the 2015 annual meeting, and each director shall hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal. For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of stockholders after their election, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal.

(c) On and after the Trigger Date, the directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall be divided, with respect to the time for which they severally hold office, into three classes, serving staggered three-year terms, with the initial term of office of the first class to expire at the first annual meeting of stockholders following the Trigger Date, the initial term of office of the second class to expire at the second annual meeting of stockholders following the Trigger Date and the initial term of office of the third class to expire at the third annual meeting of stockholders following the Trigger Date, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal, and the Board shall be authorized to assign members of the Board, other than those directors who may be elected by the holders of any series of Preferred Stock, to such classes at the time such classification becomes effective. At each annual meeting of stockholders following the Trigger Date, directors elected to succeed those directors

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whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal. For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

Section 5.2 Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock then outstanding and the then-applicable terms of the Voting Agreement, among the Corporation and certain of its stockholders, dated as of             , 2014 (the “Voting Agreement”), any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall, unless otherwise required by law or by resolution of the Board, be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

Section 5.3 Removal.

(a) Until the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder) and the then-applicable terms of the Voting Agreement, any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation.

(b) On and after the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder) and the then-applicable terms of the Voting Agreement, any director may be removed only for cause, upon the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class and acting at a meeting of the stockholders in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation.

Section 5.4 Number. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot. For purposes of this Amended

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and Restated Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

ARTICLE VI

STOCKHOLDER ACTION

Section 6.1 Written Consents.

(a) Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b) On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

ARTICLE VII

SPECIAL MEETINGS

Section 7.1 Special Meetings. Special meetings of stockholders of the Corporation may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board; provided, however, that prior to the Trigger Date, special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. The authorized person(s) calling a special meeting may fix the time and place, if any, of such special meeting. On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock, the stockholders of the Corporation do not have the power to call or request a special meeting of stockholders of the Corporation.

ARTICLE VIII

BYLAWS

Section 8.1 Bylaws. In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the Board shall require the approval of a majority of the Whole Board. A Stockholder shall also have the power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation shall not be adopted, altered, amended or repealed by the stockholders of the Corporation (i) prior to the Trigger Date, except by the affirmative vote of holders of not less than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, or (ii) on and after the Trigger Date, except by the

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affirmative vote of holders of not less than 66 ²⁄₃% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.

ARTICLE IX

LIMITATION OF DIRECTOR LIABILITY

Section 9.1 Limitation of Director Liability. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director. Any amendment, repeal or modification of this Article IX shall be prospective only and shall not affect any limitation on liability of a director for acts or omissions occurring prior to the date of such amendment, repeal or modification.

ARTICLE X

CORPORATE OPPORTUNITY

Section 10.1 Corporate Opportunities. Members of the NGP Group (defined below) own and will own substantial equity interests in other entities (existing and future) that participate in the energy industry (“NGP Portfolio Companies”) and may enter into advisory service agreements and other agreements from time to time with those NGP Portfolio Companies. Certain members of the Board may also serve as employees, partners, officers or directors of members of the NGP Group and, at any given time, members of the NGP Group may be in direct or indirect competition with the Corporation and/or its subsidiaries. The Corporation waives, to the maximum extent permitted by law, the application of the doctrine of corporate opportunity (or any analogous doctrine) with respect to the Corporation, to the NGP Group or any directors or officers of the Corporation who are also employees, partners, members, managers, officers or directors of any of the NGP Group. As a result of such waiver, no member of the NGP Group, nor any director or officer of the Corporation who is also an employee, partner, member, manager, officer or director of any member of the NGP Group, shall have any obligation to refrain from: (i) engaging in or managing the same or similar activities or lines of business as the Corporation or any of its subsidiaries or developing or marketing any products or services that compete (directly or indirectly) with those of the Corporation or any of its subsidiaries; (ii) investing in or owning any (public or private) interest in any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or any of its subsidiaries (including any member of the NGP Group, a “Competing Person”); (iii) developing a business relationship with any Competing Person; or (iv) entering into any agreement to provide any service(s) to any Competing Person or acting as an officer, director, member, manager or advisor to, or other principal of, any Competing Person, regardless (in the case of each of (i) – (iv)) whether such activities are in direct or indirect competition with the business or activities of the Corporation or any of its subsidiaries (the activities described in (i) – (iv) are referred to herein as “Specified Activities”). To the fullest extent permitted by law, the Corporation hereby renounces (for itself and on behalf of its subsidiaries) any interest or

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expectancy in, or in being offered an opportunity to participate in, any Specified Activity that may be presented to or become known to any member of the NGP Group or any director or officer of the Corporation who is also an employee, partner, member, manager, officer or director of any member of the NGP Group.

Section 10.2 Definitions. For purposes of this Article X, the following terms have the following definitions:

“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person, and with respect to any NGP Group member, an “Affiliate” shall include (i) any Person who is the direct or indirect ultimate holder of Equity Securities (as such term is described in Rule 405 under the Securities Act of 1933, as amended) of such NGP Group member, and (ii) any investment fund, alternative investment vehicle, special purpose vehicle or holding company that is directly or indirectly managed, advised or controlled by such NGP Group member.

“NGP Group” means the Funds, MRD Holdings LLC, Affiliates of any of the Funds, Memorial Resource Development LLC and/or MRD Holdings LLC other than the Corporation; and all NGP Portfolio Companies.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, firm, association, or other entity.

To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.

ARTICLE XI

AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 11.1 Amendments.

(a) The Corporation shall have the right, subject to any express provisions or restrictions contained in this Amended and Restated Certificate of Incorporation, from time to time, to amend this Amended and Restated Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Amended and Restated Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.

(b) Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law or this Amended and Restated Certificate of Incorporation), prior to the Trigger Date, the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation.

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(c) Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law or this Amended and Restated Certificate of Incorporation), on and after the Trigger Date, the affirmative vote of the holders of at least 66 ²⁄₃% in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation; provided, however, that the amendment, alteration or repeal of Section 4.1 shall only require the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

ARTICLE XII

FORUM SELECTION

Section 12.1 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or the Corporation’s bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees or agents governed by the internal affairs doctrine except as to each of (i) through (iv) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or over which the Court of Chancery does not have subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

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Section 12.2 Stockholder Consent to Personal Jurisdiction. To the fullest extent permitted by law, if any action the subject matter of which is within the scope of Section 12.1 above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this      day of         , 2014.

MEMORIAL RESOURCE DEVELOPMENT CORP.
By:
Name:	John A. Weinzierl
Title:	Chief Executive Officer

[Signature Page to Amended and Restated Certificate of Incorporation]

EX-3.2

Exhibit 3.2

FORM OF

AMENDED AND RESTATED BYLAWS

OF

MEMORIAL RESOURCE DEVELOPMENT CORP.

Incorporated under the Laws of the State of Delaware

Date of Adoption:             , 2014

ARTICLE I

OFFICES AND RECORDS

SECTION 1.1. Registered Office. The registered office of Memorial Resource Development Corp. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time (the “Certificate of Incorporation”), and the name of the Corporation’s registered agent at such address is as set forth in the Certificate of Incorporation. The registered office and registered agent of the Corporation may be changed from time to time by the board of directors of the Corporation (the “Board”) in the manner provided by applicable law.

SECTION 1.2. Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may from time to time require.

SECTION 1.3. Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board.

ARTICLE II

STOCKHOLDERS

SECTION 2.1. Annual Meeting. If required by applicable law, an annual meeting of the stockholders of the Corporation shall be held at such date, time and place, if any, either within or outside of the State of Delaware, and time as may be fixed by resolution of the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

SECTION 2.2. Special Meeting. Special meetings of stockholders of the Corporation may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board; provided, however, that prior to the first date on which MRD Holdings LLC, Natural Gas Partners VIII L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (each, a “Fund” and collectively, the “Funds”) and their respective affiliates (as such term is defined in the Certificate of Incorporation) no longer collectively beneficially own (or otherwise have the right to vote or direct the vote of) more than 50% of the outstanding shares of the Corporation’s common stock, par value $0.01 per share (“Common Stock”) (the “Trigger Date”), special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act. The authorized person(s) calling a special meeting may fix the time and place, if any, of such meeting. On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock, the stockholders of the Corporation do not have the power to call or request a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

SECTION 2.3. Record Date.

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

SECTION 2.4. Stockholder List. The officer who has charge of the stock ledger shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise required by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders.

SECTION 2.5. Place of Meeting. The Board, the Chairman of the Board, the Chief Executive Officer or the President, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principal executive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the Delaware General Corporation Law (the “DGCL”) and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

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SECTION 2.6. Notice of Meeting. Written notice, stating the place, if any, date and time of the meeting, shall be given not less than ten days nor more than 60 days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. The notice shall specify (i) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (ii) the place, if any, date and time of such meeting, (iii) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the DGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting.

SECTION 2.7. Quorum and Adjournment of Meetings.

(A) Except as otherwise required by applicable law or by the Certificate of Incorporation, the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote at the meeting (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the voting power of all of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chairman of the meeting or the affirmative vote of a majority of the voting power of the outstanding shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

(B) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

SECTION 2.8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such other manner prescribed by the DGCL) by the stockholder or by his duly authorized attorney-in-fact. Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.

SECTION 2.9. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be made only

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(a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or any committee thereof or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in these Bylaws as to such business or nomination; Section 2.9(A)(2) of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, and included in the Corporation’s notice of meeting) before an annual meeting of the stockholders.

(2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(2) of these Bylaws, (a) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (b) such other business must otherwise be a proper matter for stockholder action under the DGCL and (c) the record stockholder and the beneficial owner, if any, on whose behalf any such proposal or nomination is made, must have acted in accordance with the representations set forth in the Solicitation Statement required by these Bylaws. To be timely, a stockholder’s notice shall be received by the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (which anniversary, in the case of the first annual meeting of stockholders following the close of the Corporation’s initial public offering, shall be deemed to be May 1, 2015; provided, however, that subject to the following sentence, in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) or Section 2.9(B)) to the Secretary of the Corporation must:

(a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such stockholder’s Stockholder Associated Person (as defined in Section 2.9(C)(2)), if any, (ii) (A) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially by such stockholder or by any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote, directly or indirectly, any shares of any security of the Corporation, (D) any short interest in any security of the Corporation held by such stockholder or any Stockholder Associated Person (for purposes of these Bylaws a person shall be deemed to have a “short interest” in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or by any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or

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indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s or any Stockholder Associated Person’s immediate family sharing the same household (which information shall be supplemented by such stockholder and any Stockholder Associated Person, if any, not later than ten days after the record date for determining the stockholders entitled to vote at the meeting to disclose such ownership as of the record date; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting), (iii) any other information relating to such stockholder and any Stockholder Associated Person, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to whether or not such stockholder or any Stockholder Associated Person will (vi) deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or, in the case of a nomination or nominations, at least the percentage of the voting power of the Corporation’s outstanding stock reasonably believed by the stockholder or Stockholder Associated Person, as the case may be, to be sufficient to elect such nominee or nominees (such representation a “Solicitation Statement”). If requested by the Corporation, the information required under clauses (a)(i) and (ii) of the preceding sentence of this Section 2.9(A)(2)(a) shall be supplemented by such stockholder and any such Stockholder Associated Person not later than ten days after the record date for notice of the meeting to disclose such information as of such record date;

(b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated Person, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and Stockholder Associated Person, if any, and any other person(s) or entity or entities (including their names) in connection with the proposal of such business by such stockholder;

(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

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(d) with respect to each nominee for election or reelection to the Board, include a completed and signed questionnaire, representation and agreement in a form provided by the Corporation. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of Section 2.9(A)(2) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 10 days before the last day a record stockholder may deliver a notice of nomination in accordance with the second sentence of Section 2.9(A)(2), a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders.

Following the Trigger Date, only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (a) by or at the direction of the Board or any committee thereof (or stockholders pursuant to Article VII of the Certificate of Incorporation and Section 2.2 of these Bylaws prior to the Trigger Date) or (b) provided, that the Board (or stockholders pursuant to Article VII of the Certificate of Incorporation and Section 2.2 of these Bylaws prior to the Trigger Date) has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws. The proposal by stockholders of other business to be conducted at a special meeting of stockholders may be made only in accordance with Article VII of the Certificate of Incorporation prior to the Trigger Date. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder delivers notice with the information required by Section 2.9(A)(2) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2) of these Bylaws). Such notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(C) General.

(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

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(2) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder and “Stockholder Associated Person” shall mean for any stockholder (i) any person or entity controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, or (iii) any person or entity controlling, controlled by or under common control with any person or entity referred to in the preceding clauses (i) and (ii).

(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A) or Section 2.9(B) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock of the Corporation (“Preferred Stock”) if and to the extent provided for under applicable law or the Certificate of Incorporation.

(4) The Corporation may require any proposed stockholder nominee for director to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 2.9 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 2.9, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

SECTION 2.10. Conduct of Business. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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SECTION 2.11. Required Vote. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, at any meeting at which directors are to be elected, so long as a quorum is present, the directors shall be elected by a plurality of the votes validly cast in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Except as otherwise required by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of a majority of the voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

SECTION 2.12. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock belonging to it or any other corporation, if a majority of shares entitled to vote in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will not be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a fiduciary capacity.

SECTION 2.13. Inspectors of Elections; Opening and Closing the Polls. The Corporation may, and when required by applicable law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by applicable law, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall have the duties prescribed by applicable law.

SECTION 2.14. Stockholder Action by Written Consent. Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board elected in accordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.2. Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. The election and term of directors shall be as set forth in the Certificate of Incorporation.

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SECTION 3.3. Regular Meetings. Subject to Section 3.5, regular meetings of the Board shall be held on such dates, and at such times and places, as are determined from time to time by resolution of the Board.

SECTION 3.4. Special Meetings. Special meetings of the Board shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, date and time of the meetings. Any business may be conducted at a special meeting of the Board.

SECTION 3.5. Notice. Notice of any special meeting of directors shall be given to each director at his business or residence in writing by hand delivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1.

SECTION 3.6. Action by Consent of Board. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, including by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware.

SECTION 3.7. Conference Telephone Meetings. Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.8. Quorum. A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may, to the fullest extent permitted by law, adjourn the meeting from time to time without further notice unless (i) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 of these Bylaws shall be given to each director, or (ii) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (i) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. Except as otherwise expressly required by law, the Certificate of Incorporation or the Bylaws, all matters shall be determined by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present. To the fullest extent permitted by law, the directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9. Vacancies. Subject to applicable law and the rights of holders of any series of Preferred Stock then outstanding, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall, unless otherwise required by law or by resolution of the Board, be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

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SECTION 3.10. Removal. Until the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder), any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class. On and after the Trigger Date, subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder), any director may be removed only for cause, upon the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class.

SECTION 3.11. Records. The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

SECTION 3.12. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

SECTION 3.13. Regulations. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate.

SECTION 3.14. Board Observers. To the extent provided by the Voting Agreement, dated as of , between the Corporation, MRD Holdings LLC and the other parties thereto (the “Voting Agreement”) and to the fullest extent permitted by law, certain parties to such agreement shall have the right to designate an individual who may attend (in a non-voting observer capacity) each meeting of the Board. The Board and the Corporation shall comply with the Voting Agreement.

ARTICLE IV

COMMITTEES

SECTION 4.1. Designation; Powers. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 4.2. Procedure; Meetings; Quorum. Any committee designated pursuant to Section 4.1 shall choose its own chairman by a majority vote of the members then in attendance in the event the chairman has not been selected by the Board, shall keep regular minutes of its proceedings, and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or any such charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter or other rules and regulations adopted by the Board.

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SECTION 4.3. Substitution of Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

ARTICLE V

OFFICERS

SECTION 5.1. Officers. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof or, with respect to any Senior Vice President, Vice President, Treasurer or Secretary, by the Chairman of the Board, Chief Executive Officer or President. The Board or any committee thereof may from time to time elect, or the Chairman of the Board, Chief Executive Officer or President may appoint, such other officers (including a Chief Financial Officer, Chief Operating Officer and one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chairman of the Board, Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same person.

SECTION 5.2. Election and Term of Office. Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified or until his death or until he shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an officer elected by the Board, by the Chairman of the Board, Chief Executive Officer or President. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

SECTION 5.3. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office that may be required by law and all such other duties as are properly required of him by the Board. He shall make reports to the Board, and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so elected by the Board.

SECTION 5.4. Chief Executive Officer. The Chief Executive Officer shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation.

SECTION 5.5. President. The President shall be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer and the Board, have general management and control of the day-to-day business operations of the Corporation and shall consult with and report to the Chief Executive Officer. The President shall put into operation the business policies of the Corporation as determined by the Chief Executive Officer and the Board and as communicated to the President by the Chief Executive Officer and the Board. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board.

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SECTION 5.6. Senior Vice Presidents and Vice Presidents. Each Senior Vice President and Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him by the Board or the Chairman of the Board, the Chief Executive Officer, or the President.

SECTION 5.7. Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. He shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

SECTION 5.8. Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law; he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

SECTION 5.9. Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chairman of the Board, the Chief Executive Officer or the President because of death, resignation, or removal may be filled by the Chairman of the Board, the Chief Executive Officer or the President.

SECTION 5.10. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chief Executive Officer or any officer authorized by the Chairman of the Board, the Chief Executive Officer, or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation.

SECTION 5.11. Delegation. The Board may from time to time delegate the powers and duties of any officer to any other officer or agents, notwithstanding any provision hereof.

ARTICLE VI

STOCK CERTIFICATES AND TRANSFERS

SECTION 6.1. Stock Certificates and Transfers. The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall issue a new certificate to the person entitled thereto (if the stock is then represented by certificates), cancel the old certificate and record the transaction upon its books.

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Each certificated share of stock shall be signed, countersigned and registered in the manner required by law. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 6.2. Lost, Stolen or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any financial officer may in its or his discretion require.

SECTION 6.3. Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

SECTION 6.4. Regulations Regarding Certificates. The Board shall have the power and authority to make all such rules and regulations concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

SECTION 7.2. Dividends. Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of stock, which dividends may be paid in either cash, property or shares of stock of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

SECTION 7.3. Seal. If the Board determines that the Corporation shall have a corporate seal, the corporate seal shall have enscribed thereon the words “Corporate Seal,” the year of incorporation, and the words “Memorial Resource Development Corp. — Delaware.”

SECTION 7.4. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, including by electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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SECTION 7.5. Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice, including by electronic transmission, of such resignation to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board or the stockholders to make any such resignation effective.

SECTION 7.6. Indemnification and Advancement of Expenses.

(A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent, or in any other capacity while serving as a director, officer, trustee, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding.

(B) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that the Covered Person is not entitled to be indemnified under this Section 7.6 or otherwise.

(C) The rights to indemnification and advancement of expenses under this Section 7.6 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 7.6, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

(D) If a claim for indemnification under this Section 7.6 (following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Section 7.6 is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim, or a claim brought by the Corporation to recover an advancement of expenses prior to the terms of an undertaking, to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. In (i) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its

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directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article 7.6 or otherwise shall be on the Corporation.

(E) The rights conferred on any Covered Person by this Section 7.6 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise.

(F) This Section 7.6 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(G) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated (including, without limitation, any Fund). The Corporation hereby acknowledges and agrees that (i) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.6, (ii) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Section 7.6, whether created by law, organizational or constituent documents, contract or otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated (including, without limitation, any Fund) to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated (including, without limitation, any Fund) or insurer of any such person, and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated (including, without limitation, any Fund) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.

SECTION 7.7. Facsimile and Electronic Signatures. In addition to the provisions for use of facsimile or electronic signatures elsewhere specifically authorized in these Bylaws, facsimile or electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof, the Chairman of the Board, the Chief Executive Officer or President.

SECTION 7.8. Time Periods. In applying any provision of these Bylaws that require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

SECTION 7.9. Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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SECTION 7.10. Forum for Adjudication of Disputes.

(A) Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees or agents governed by the internal affairs doctrine except as to each of (i) through (iv) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

(B) To the fullest extent permitted by law, if any action the subject matter of which is within the scope of Section 7.10(A) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.10(A) above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

ARTICLE VIII

AMENDMENTS

SECTION 8.1. Amendments. In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval of a majority of the Whole Board. Stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the Bylaws of the Corporation shall not be adopted, altered, amended or repealed by the stockholders of the Corporation (i) prior to the Trigger Date, except by the affirmative vote of holders of not less than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, or (ii) on and after the Trigger Date, except by the affirmative vote of holders of not less than 66 2/3% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class. No Bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken. So long as the Voting Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of Section 3.14 of these Bylaws, or the adoption of any new Bylaw, that would be contrary to or inconsistent with Article 4 of the Voting Agreement.

Notwithstanding the foregoing, (i) no amendment to the Voting Agreement (whether or not such amendment modifies any provision to the Voting Agreement to which these Bylaws are subject) shall be deemed an amendment of these Bylaws for purposes of this Section 8.1, and (ii) no amendment, alteration or repeal of Section 7.6 shall adversely affect any right or protection existing under these Bylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employee thereunder in respect of any act or omission occurring prior to the time of such amendment.

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EX-10.1

Exhibit 10.1

MEMORIAL RESOURCE DEVELOPMENT CORP.

2014 LONG TERM INCENTIVE PLAN

TABLE OF CONTENTS

			Page
1.	Purpose			1
2.	Definitions			1
3.	Administration			5
	(a)	Authority of the Committee		5
	(b)	Manner of Exercise of Committee Authority		6
	(c)	Limitation of Liability		7
4.	Stock Subject to Plan			7
	(a)	Overall Number of Shares Available for Delivery		7
	(b)	Application of Limitation to Grants of Awards		7
	(c)	Availability of Shares Not Issued under Awards		7
	(d)	Stock Offered		7
5.	Eligibility; Per Person Award Limitations			8
6.	Specific Terms of Awards			8
	(a)	General		8
	(b)	Options		8
	(c)	Stock Appreciation Rights		9
	(d)	Restricted Stock		10
	(e)	Restricted Stock Units		11
	(f)	Bonus Stock and Awards in Lieu of Obligations		12
	(g)	Dividend Equivalents		12
	(h)	Other Awards		12
7.	Certain Provisions Applicable to Awards			12
	(a)	Termination of Employment		12
	(b)	Stand-Alone, Additional, Tandem, and Substitute Awards		12
	(c)	Term of Awards		13
	(d)	Form and Timing of Payment under Awards; Deferrals		13
	(e)	Exemptions from Section 16(b) Liability		13
	(f)	Non-Competition Agreement		14
8.	Performance and Annual Incentive Awards			14
	(a)	Performance Conditions		14
	(b)	Performance Awards Granted to Designated Covered Employees		14
	(c)	Annual Incentive Awards Granted to Designated Covered Employees		16
	(d)	Written Determinations		17
	(e)	Status of Section 8(b) and Section 8(c) Awards under Section 162(m) of the Code		17
9.	Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization			18
	(a)	Existence of Plans and Awards		18
	(b)	Subdivision or Consolidation of Shares		18

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	(c)	Corporate Recapitalization	19
	(d)	Additional Issuances	19
	(e)	Change in Control	19
	(f)	Change in Control Price	20
	(g)	Impact of Corporate Events on Awards Generally	20
10.	General Provisions		21
	(a)	Transferability	21
	(b)	Taxes	22
	(c)	Changes to this Plan and Awards	22
	(d)	Limitation on Rights Conferred under Plan	23
	(e)	Unfunded Status of Awards	23
	(f)	Nonexclusivity of this Plan	23
	(g)	Fractional Shares	23
	(h)	Severability	23
	(i)	Governing Law	24
	(j)	Conditions to Delivery of Stock	24
	(k)	Section 409A of the Code	24
	(l)	Plan Effective Date and Term	24

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MEMORIAL RESOURCE DEVELOPMENT CORP.

2014 Long Term Incentive Plan

1. Purpose. The purpose of the Memorial Resource Development Corp. 2014 Long Term Incentive Plan (the “Plan”) is to provide a means through which Memorial Resource Development Corp., a Delaware corporation (the “Company”), and its Subsidiaries may attract and retain able persons as employees, directors and consultants of the Company and its Subsidiaries, and to provide a means whereby those persons upon whom the responsibilities of the successful administration and management of the Company and its Subsidiaries rest, and whose present and potential contributions to the welfare of the Company and its Subsidiaries are of importance, can acquire and maintain stock ownership, or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the welfare of the Company and its Subsidiaries and their desire to remain employed. A further purpose of this Plan is to provide such employees, directors and consultants with additional incentive and reward opportunities designed to enhance the profitable growth of the Company. Accordingly, this Plan primarily provides for the granting of Incentive Stock Options, options which do not constitute Incentive Stock Options, Restricted Stock Awards, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents, Bonus Stock, Other Stock-Based Awards, Annual Incentive Awards, Performance Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular individual as provided herein.

2. Definitions. For purposes of this Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:

(a) “Annual Incentive Award” means a conditional right granted to an Eligible Person under Section 8(c) hereof to receive a cash payment, Stock or other Award, unless otherwise determined by the Committee, after the end of a specified year.

(b) “Award” means any Option, SAR, Restricted Stock Award, Restricted Stock Unit, Bonus Stock, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with any other right or interest granted to a Participant under this Plan.

(c) “Beneficiary” means one or more persons, trusts or other entities which have been designated by a Participant, in his or her most recent written beneficiary designation filed with the Committee, to receive the benefits specified under this Plan upon such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(a) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the persons, trusts or other entities entitled by will or the laws of descent and distribution to receive such benefits.

(d) “Board” means the Company’s Board of Directors.

(e) “Bonus Stock” means Stock granted as a bonus pursuant to Section 6(f).

(f) “Business Day” means any day other than a Saturday, a Sunday, or a day on which banking institutions in the state of Texas are authorized or obligated by law or executive order to close.

(g) “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events:

(i) The consummation of an agreement to acquire or a tender offer for beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act by any Person, of 50% or more of either (x) the then outstanding shares of Stock (the “Outstanding Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (D) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B) and (C) of paragraph (iii) below or (E) any transfer of voting power relating to the Outstanding Company Voting Securities to any entity or entities controlled by or under common control with NGP Energy Capital Management, L.L.C;

(ii) Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board;

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) the Outstanding Stock and Outstanding Company Voting Securities immediately prior to such Business Combination represent or are converted into or exchanged for securities which represent or are convertible into more than 50% of, respectively, the then outstanding shares of common stock or common equity interests and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company, or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Company, the entity resulting from such Business Combination or any entity controlled by or under common control with NGP Energy Capital Management, L.L.C.) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or common equity interests of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or other governing body of such entity to the extent that such ownership results solely from ownership of the Company that existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or similar governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

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(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, with respect to an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules and with respect to which a Change in Control would accelerate vesting, “Change in Control” shall mean an event that qualifies both as a “Change in Control” as defined in this Section 2(g) as well as a “change of control event” as defined in the Nonqualified Deferred Compensation Rules.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(i) “Committee” means a committee of two or more directors designated by the Board to administer this Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more directors, each of whom shall be a Qualified Member (except to the extent administration of this Plan by “outside directors” is not then required in order to qualify for tax deductibility under section 162(m) of the Code).

(j) “Control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of management and the policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(k) “Covered Employee” means an Eligible Person who is a Covered Employee as specified in Section 8(e) of this Plan.

(l) “Dividend Equivalent” means a right, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

(m) “Effective Date” means                     , 2014.

(n) “Eligible Person” means all officers and employees of the Company or of any of its Subsidiaries and all directors of the Company. An employee on leave of absence may be considered as still in the employ of the Company or any of its Subsidiaries for purposes of eligibility for participation in this Plan.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(p) “Fair Market Value” means, as of any specified date, (i) if the Stock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or if no sales occur on that date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter at the time a determination of its fair market value is required to be made under the Plan, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded; (iii) in the event Stock is not publicly traded at the time a determination of its value is required to

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be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate including, without limitation, the Nonqualified Deferred Compensation Rules; or (iv) on the date of a Qualifying Public Offering of Stock, the offering price under such Qualifying Public Offering.

(q) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of section 422 of the Code or any successor provision thereto.

(r) “Incumbent Board” means the portion of the Board constituted of the individuals who are members of the Board as of the Effective Date and any other individual who becomes a director of the Company after the Effective Date and whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.

(s) “Nonqualified Deferred Compensation Rules” means the limitations or requirements of section 409A of the Code and the guidance and regulations promulgated thereunder.

(t) “Option” means a right, granted to an Eligible Person under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during specified time periods.

(u) “Other Stock-Based Awards” means Awards granted to an Eligible Person under Section 6(h) hereof.

(v) “Participant” means a person who has been granted an Award under this Plan which remains outstanding, including a person who is no longer an Eligible Person.

(w) “Performance Award” means a right, granted to an Eligible Person under Section 8 hereof, to receive Awards based upon performance criteria specified by the Committee.

(x) “Person” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity; a Person, together with that Person’s Affiliates and Associates (as those terms are defined in Rule 12b-2 under the Exchange Act, provided that “registrant” as used in Rule 12b-2 shall mean the Company), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Company with such Person, shall be deemed a single “Person.”

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(y) “Qualifying Public Offering” means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

(z) “Qualified Member” means a member of the Committee who is a “nonemployee director” within the meaning of Rule 16b-3(b)(3) and an “outside director” within the meaning of Treasury Regulation 1.162-27 under section 162(m) of the Code.

(aa) “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d) hereof, that is subject to certain restrictions and to a risk of forfeiture.

(bb) “Restricted Stock Unit” means a right, granted to an Eligible Person under Section 6(e) hereof, to receive Stock, cash or a combination thereof at the end of a specified deferral period.

(cc) “Rule 16b-3” means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act, as from time to time in effect and applicable to this Plan and Participants.

(dd) “Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, or any successor law, as it may be amended from time to time.

(ee) “Stock” means the Company’s Common Stock, par value $0.01 per share, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 9.

(ff) “Stock Appreciation Rights” or “SAR” means a right granted to an Eligible Person under Section 6(c) hereof.

(gg) “Subsidiary” means with respect to the Company, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Company (including without limitation any limited partnership the general partner of which is owned, directly or indirectly, by the Company).

3. Administration.

(a) Authority of the Committee. This Plan shall be administered by the Committee except to the extent the Board elects to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan and Rule 16b-3, the Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; (ii) determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted; (iii) determine the amount of cash and/or the number of shares of Stock, as applicable Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Dividend Equivalents, Bonus Stock, Other Stock-Based Awards, Annual Incentive Awards, Performance Awards, or any combination thereof, that shall be the subject of each Award; (iv) determine the terms and provisions of each Award agreement (which need not be identical), including provisions defining or otherwise relating to (A) the term and the period or

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periods and extent of exercisability of the Options, (B) the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, (C) except as otherwise provided herein, the effect of termination of employment, or the service relationship with the Company, of a Participant on the Award, and (D) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); (v) accelerate the time of vesting or exercisability of any Award that has been granted; (vi) construe the respective Award agreements and the Plan; (vii) make determinations of the Fair Market Value of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan (including, but not limited to, the authority to grant Awards) to such agents as it may appoint from time to time, provided that the Committee may not delegate its duties where such delegation would violate state corporate law, or with respect to making Awards to, or otherwise with respect to Awards granted to, Eligible Persons who are subject to section 16(b) of the Exchange Act or who are Covered Employees receiving Awards that are intended to constitute “performance-based compensation” within the meaning of section 162(m) of the Code; (ix) subject to Section 10(c), terminate, modify or amend the Plan; and (x) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 and section 162(m) of the Code, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award agreement in the manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessity or desirability. The determinations of the Committee on the matters referred to in this Section 3(a) shall be final and conclusive.

(b) Manner of Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to an Eligible Person who is then subject to section 16 of the Exchange Act in respect of the Company, or relating to an Award intended by the Committee to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code and regulations thereunder, may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that, upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of this Plan. Any action of the Committee shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, stockholders, Participants, Beneficiaries, and transferees under Section 10(a) hereof or other Persons claiming rights from or through a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any of its Subsidiaries, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to section 16 of the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based compensation” under section 162(m) of the Code to fail to so qualify. The Committee may appoint agents to assist it in administering the Plan.

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(c) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Subsidiaries, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee of the Company or any of its Subsidiaries acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

4. Stock Subject to Plan.

(a) Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved and available for issuance in connection with Awards under this Plan shall not exceed              shares, and such total will be available for the issuance of Incentive Stock Options. The total number of shares of Stock reserved and available for issuance in connection with Incentive Stock Options issued under this Plan shall not exceed              shares to any one Participant in any calendar year.

(b) Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares of Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under this Plan minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award.

(c) Availability of Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expire or are canceled, forfeited, exchanged, settled in cash or otherwise terminated, including (i) shares forfeited with respect to Restricted Stock, (ii) the number of shares withheld in payment of any exercise or purchase price of an Award or taxes relating to Awards, and (iii) the number of shares surrendered in payment of any exercise or purchase price of an Award or taxes relating to any Award, will again be available for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation.

(d) Stock Offered. The shares to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.

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5. Eligibility; Per Person Award Limitations. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof. In each calendar year, during any part of which this Plan is in effect, a Covered Employee may not be granted (a) Awards (other than Awards designated to be paid only in cash or the settlement of which is not based on a number of shares of Stock) relating to more than              shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9 and (b) Awards designated to be paid only in cash, or the settlement of which is not based on a number of shares of Stock, having a value determined on the date of grant in excess of $            .

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant, or termination of the Participant’s service relationship with the Company, and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under this Plan; provided, however, that the Committee shall not have any discretion to accelerate, waive or modify any term or condition of an Award that is intended to qualify as “performance-based compensation” for purposes of section 162(m) of the Code if such discretion would cause the Award to not so qualify or to accelerate the terms of payment of any Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules if such acceleration would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules.

(b) Options. The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

(i) Exercise Price. Each Option agreement shall state the exercise price per share of Stock (the “Exercise Price”); provided, however, that the Exercise Price per share of Stock subject to an ISO shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the Option (or in the case of an individual who owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or its parent or any subsidiary, 110% of the Fair Market Value per share of the Stock on the date of grant).

(ii) Time and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such Exercise Price may be paid or deemed to be paid, the form of such payment, including without limitation cash, Stock, other Awards or awards granted under other plans of the Company or any Subsidiary, or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis), and the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants, including, but not limited to, the delivery of Restricted Stock subject to Section 6(d). In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued as of the date of exercise.

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(iii) ISOs. The terms of any ISO granted under this Plan shall comply in all respects with the provisions of section 422 of the Code. Except as otherwise provided in Section 9, no term of this Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under this Plan be exercised, so as to disqualify either this Plan or any ISO under section 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of this Plan or the approval of this Plan by the Company’s stockholders. Notwithstanding the foregoing, the Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) subject to any other ISO (within the meaning of section 422 of the Code)) of the Company or a parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) that first becomes purchasable by a Participant in any calendar year may not (with respect to that Participant) exceed $100,000, or such other amount as may be prescribed under section 422 of the Code or applicable regulations or rulings from time to time. As used in the previous sentence, Fair Market Value shall be determined as of the date the ISOs are granted. Failure to comply with this provision shall not impair the enforceability or exercisability of any Option, but shall cause the excess amount of shares to be reclassified in accordance with the Code.

(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:

(i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.

(ii) Rights Related to Options. A SAR granted pursuant to an Option shall entitle a Participant, upon exercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount computed pursuant to Section 6(c)(ii)(B). Such Option shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to the terms of the Award agreement governing the Option, which shall comply with the following provisions in addition to those applicable to Options:

(A) A SAR granted in connection with an Option shall be exercisable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferable.

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(B) Upon the exercise of a SAR related to an Option, a Participant shall be entitled to receive payment from the Company of an amount determined by multiplying:

(1) the difference obtained by subtracting the Exercise Price with respect to a share of Stock specified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by

(2) the number of shares as to which that SAR has been exercised.

(iii) Right Without Option. A SAR granted independent of an Option shall be exercisable as determined by the Committee and set forth in the Award agreement governing the SAR, which Award agreement shall comply with the following provisions:

(A) Each Award agreement shall state the total number of shares of Stock to which the SAR relates.

(B) Each Award agreement shall state the time or periods in which the right to exercise the SAR or a portion thereof shall vest and the number of shares of Stock for which the right to exercise the SAR shall vest at each such time or period.

(C) Each Award agreement shall state the date at which the SARs shall expire if not previously exercised.

(D) Each SAR shall entitle a Participant, upon exercise thereof, to receive payment of an amount determined by multiplying:

(1) the difference obtained by subtracting the Fair Market Value of a share of Stock on the date of grant of the SAR from the Fair Market Value of a share of Stock on the date of exercise of that SAR, by

(2) the number of shares as to which the SAR has been exercised.

(iv) Terms. Except as otherwise provided herein, the Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. SARs may be either freestanding or in tandem with other Awards.

(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions:

(i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

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(ii) Certificates for Stock. Restricted Stock granted under this Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iii) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards under this Plan or deferred without interest to the date of vesting of the associated Award of Restricted Stock; provided, that, to the extent applicable, any such election shall comply with the Nonqualified Deferred Compensation Rules. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(e) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units, which are rights to receive Stock or cash (or a combination thereof) at the end of a specified deferral period (which may or may not be coterminous with the vesting schedule of the Award), to Eligible Persons, subject to the following terms and conditions:

(i) Award and Restrictions. Settlement of an Award of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock Unit by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. Restricted Stock Units shall be satisfied by the delivery of cash or Stock in the amount equal to the Fair Market Value of the specified number of shares of Stock covered by the Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

(ii) Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Restricted Stock Units shall be either (A) paid with respect to such Restricted Stock Units on the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Stock Units and the amount or value thereof automatically deemed reinvested in additional Restricted Stock Units.

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(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, provided that, in the case of Participants subject to section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Stock or other Awards are exempt from liability under section 16(b) of the Exchange Act. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. In the case of any grant of Stock to an officer of the Company or any of its Subsidiaries in lieu of salary or other cash compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and be subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify.

(h) Other Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of this Plan, including without limitation convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Subsidiaries of the Company. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under this Plan, may also be granted pursuant to this Section 6(h).

7. Certain Provisions Applicable to Awards.

(a) Termination of Employment. Except as provided herein, the treatment of an Award upon a termination of employment or any other service relationship by and between a Participant and the Company or any Subsidiary shall be specified in the agreement controlling such Award.

(b) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under this Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, or any of its Subsidiaries, or of any business entity to be acquired

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by the Company or any of its Subsidiaries, or any other right of an Eligible Person to receive payment from the Company or any of its Subsidiaries. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration for the grant of the new Award. Awards under this Plan may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any of its Subsidiaries, in which the value of Stock subject to the Award is equivalent in value to the cash compensation, or in which the exercise price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered. Awards granted pursuant to the preceding sentence shall be designed, awarded and settled in a manner that does not result in additional taxes under the Nonqualified Deferred Compensation Rules.

(c) Term of Awards. Except as specified herein, the term of each Award shall be for such period as may be determined by the Committee; provided, that in no event shall the term of any Option or SAR exceed a period of ten years (or such shorter term as may be required in respect of an ISO under section 422 of the Code).

(d) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of this Plan and any applicable Award agreement, payments to be made by the Company or any of its Subsidiaries upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis; provided, however, that any such deferred payment will be set forth in the agreement evidencing such Award and/or otherwise made in a manner that will not result in additional taxes under the Nonqualified Deferred Compensation Rules. Except as otherwise provided herein, the settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control). Installment or deferred payments may be required by the Committee (subject to Section 10(c) of this Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee and in compliance with the Nonqualified Deferred Compensation Rules. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. Any deferral shall only be allowed as is provided in a separate deferred compensation plan adopted by the Company and shall be made pursuant to the Nonqualified Deferred Compensation Rules. This Plan shall not constitute an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(e) Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to section 16 of the Exchange Act shall be exempt from such section pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award agreement does not comply with the

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requirements of Rule 16b-3 as then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under section 16(b) of the Exchange Act.

(f) Non-Competition Agreement. Each Participant to whom an Award is granted under this Plan may be required to agree in writing as a condition to the granting of such Award not to engage in conduct in competition with the Company or any of its Subsidiaries for a period after the termination of such Participant’s employment with the Company and its Subsidiaries as determined by the Committee (a “Non-Competition Agreement”); provided, however, to the extent a legally binding right to an Award within the meaning of the Nonqualified Deferred Compensation Rules is created with respect to a Participant, the Non-Competition Agreement must be entered into by such Participant within 30 days following the creation of such legally binding right.

8. Performance and Annual Incentive Awards.

(a) Performance Conditions. The right of an Eligible Person to receive a grant, and the right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limited under Sections 8(b) and 8(c) hereof in the case of a Performance Award or Annual Incentive Award intended to qualify under section 162(m) of the Code.

(b) Performance Awards Granted to Designated Covered Employees. If the Committee determines that a Performance Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of section 162(m) of the Code, the grant, exercise and/or settlement of such Performance Award may be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(b).

(i) Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 8(b). Performance goals shall be objective and shall otherwise meet the requirements of section 162(m) of the Code and regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain” at the time the Committee actually establishes the performance goal or goals. The Committee may determine that such Performance Awards shall be granted, exercised, and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.

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(ii) Business and Individual Performance Criteria

(A) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified Subsidiaries or business or geographical units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share; (2) increase in revenues; (3) increase in cash flow; (4) increase in cash flow from operations; (5) increase in cash flow return; (6) return on net assets; (7) return on assets; (8) return on investment; (9) return on capital; (10) return on equity; (11) economic value added; (12) operating margin; (13) contribution margin; (14) net income; (15) net income per share; (16) pretax earnings; (17) pretax earnings before interest, depreciation and amortization; (18) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; (19) total stockholder return; (20) debt reduction; (21) market share; (22) change in the Fair Market Value of the Stock; (23) operating income; (24) lease operating expenses; and (25) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. The Committee may exclude the impact of any of the following events or occurrences which the Committee determines should appropriately be excluded: (a) asset write-downs; (b) litigation, claims, judgments or settlements; (c) the effect of changes in tax law or other such laws or regulations affecting reported results; (d) accruals for reorganization and restructuring programs; (e) any extraordinary, unusual or nonrecurring items as described in the Accounting Standards Codification Topic 225, as the same may be amended or superseded from time to time; (f) any change in accounting principles as defined in the Accounting Standards Codification Topic 250, as the same may be amended or superseded from time to time; (g) any loss from a discontinued operation as described in the Accounting Standards Codification Topic 360, as the same may be amended or superseded from time to time; (h) goodwill impairment charges; (i) operating results for any business acquired during the calendar year; (j) third party expenses associated with any acquisition by us or any subsidiary; and (k) to the extent set forth with reasonable particularity in connection with the establishment of performance goals, any other extraordinary events or occurrences identified by the Committee. One or more of the foregoing business criteria shall also be exclusively used in establishing performance goals for Annual Incentive Awards granted to a Covered Employee under Section 8(c) hereof that are intended to qualify as “performance-based compensation” under section 162(m) of the Code.

(B) Individual Performance Criteria. The grant, exercise and/or settlement of Performance Awards may also be contingent upon individual performance goals established by the Committee. If required for compliance with section 162(m) of the Code, such criteria shall be approved by the stockholders of the Company.

(iii) Performance Period; Timing for Establishing Performance Goals. Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period of up to ten years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under section 162(m) of the Code.

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(iv) Performance Award Pool. The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the criteria set forth in Section 8(b)(ii) hereof during the given performance period, as specified by the Committee in accordance with Section 8(b)(iii) hereof. The Committee may specify the amount of the Performance Award pool as a percentage of any of such criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such criteria.

(v) Settlement of Performance Awards; Other Terms. After the end of each performance period, the Committee shall determine the amount, if any, of (A) the Performance Award pool, and the maximum amount of the potential Performance Award payable to each Participant in the Performance Award pool, or (B) the amount of the potential Performance Award otherwise payable to each Participant. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award subject to this Section 8(b). The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards.

(c) Annual Incentive Awards Granted to Designated Covered Employees. If the Committee determines that an Annual Incentive Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of section 162(m) of the Code, the grant, exercise and/or settlement of such Annual Incentive Award shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(c).

(i) Potential Annual Incentive Awards. Not later than the end of the 90th day of each applicable year, or at such other date as may be required or permitted in the case of Awards intended to be “performance-based compensation” under section 162(m) of the Code, the Committee shall determine the Eligible Persons who will potentially receive Annual Incentive Awards, and the amounts potentially payable thereunder, for that fiscal year, either out of an Annual Incentive Award pool established by such date under Section 8(c)(ii) hereof or as individual Annual Incentive Awards. The amount potentially payable, with respect to Annual Incentive Awards, shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 8(b)(ii) hereof in the given performance year, as specified by the Committee.

(ii) Annual Incentive Award Pool. The Committee may establish an Annual Incentive Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Annual Incentive Awards. The amount of such Annual Incentive Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 8(b)(ii) hereof during the given performance period, as specified by the Committee in accordance with Section 8(b)(iii) hereof.

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The Committee may specify the amount of the Annual Incentive Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria.

(iii) Payout of Annual Incentive Awards. After the end of each applicable year, the Committee shall determine the amount, if any, of (A) the Annual Incentive Award pool, and the maximum amount of the potential Annual Incentive Award payable to each Participant in the Annual Incentive Award pool, or (B) the amount of the potential Annual Incentive Award otherwise payable to each Participant. The Committee may, in its discretion, determine that the amount payable to any Participant as a final Annual Incentive Award shall be reduced from the amount of his or her potential Annual Incentive Award, including a determination to make no final Award whatsoever, but may not exercise discretion to increase any such amount in the case of an Annual Incentive Award intended to qualify under section 162(m) of the Code. The Committee shall specify the circumstances in which an Annual Incentive Award shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of the applicable year or settlement of such Annual Incentive Award.

(d) Written Determinations. All determinations by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards, the achievement of performance goals relating to and final settlement of Performance Awards under Section 8(b), the amount of any Annual Incentive Award pool or potential individual Annual Incentive Awards, the achievement of performance goals relating to and final settlement of Annual Incentive Awards under Section 8(c) shall be made in writing in the case of any Award intended to qualify under section 162(m) of the Code. The Committee may not delegate any responsibility relating to such Performance Awards or Annual Incentive Awards.

(e) Status of Section 8(b) and Section 8(c) Awards under Section 162(m) of the Code. It is the intent of the Company that Performance Awards and Annual Incentive Awards under Sections 8(b) and 8(c) hereof granted to Persons who are designated by the Committee as likely to be Covered Employees within the meaning of section 162(m) of the Code and the regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations thereto) shall, if so designated by the Committee, constitute “performance-based compensation” within the meaning of section 162(m) of the Code and regulations thereunder. Accordingly, the terms of Sections 8(b), (c), (d) and (e), including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with section 162(m) of the Code and regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Eligible Person will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a Person designated by the Committee, at the time of grant of a Performance Award or an Annual Incentive Award, who is likely to be a Covered Employee with respect to that fiscal year. If any provision of this Plan as in effect on the date of adoption of any agreements relating to Performance Awards or Annual Incentive Awards that are designated as intended to comply with section 162(m) of the Code does not comply or is inconsistent with the requirements of section 162(m) of the Code or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

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9. Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

(a) Existence of Plans and Awards. The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. In no event will any action taken by the Committee pursuant to this Section 9 result in the creation of deferred compensation within the meaning of section 409A of the Code and the regulations and other guidance promulgated thereunder.

(b) Subdivision or Consolidation of Shares. The terms of an Award and the number of shares of Stock authorized pursuant to Section 4 for issuance under the Plan shall be subject to adjustment from time to time, in accordance with the following provisions:

(i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock or in the event the Company distributes an extraordinary cash dividend, then, in each such case as appropriate, (A) the maximum number of shares of Stock available for the Plan or in connection with Awards as provided in Sections 4 and 5 shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, (A) the maximum number of shares of Stock for the Plan or available in connection with Awards as provided in Sections 4 and 5 shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(iii) Whenever the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding Awards are required to be adjusted as provided in this Section 9(b), the Committee shall promptly prepare a notice setting

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forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of shares of Stock, other securities, cash, or property purchasable subject to each Award after giving effect to the adjustments. The Committee shall promptly provide each affected Participant with such notice.

(iv) Adjustments under Sections 9(b)(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments.

(c) Corporate Recapitalization. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”) without the occurrence of a Change in Control, the number and class of shares of Stock covered by an Option or a SAR theretofore granted shall be adjusted so that such Option or SAR shall thereafter cover the number and class of shares of stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by such Option or SAR and the share limitations provided in Sections 4 and 5 shall be adjusted in a manner consistent with the recapitalization.

(d) Additional Issuances. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share, if applicable.

(e) Change in Control. Upon a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any holder, shall affect one or more of the following alternatives, which may vary among individual holders and which may vary among Options or SARs (collectively “Grants”) held by any individual holder: (i) accelerate the time at which Grants then outstanding may be exercised so that such Grants may be exercised in full for a limited period of time on or before a specified date (before or after such Change in Control) fixed by the Committee, after which specified date all unexercised Grants and all rights of holders thereunder shall terminate, (ii) require the mandatory surrender to the Company by selected holders of some or all of the outstanding Grants held by such holders (irrespective of whether such Grants are then exercisable under the provisions of this Plan) as of a date, before or after such Change in Control, specified by the Committee, in which event the Committee shall thereupon cancel such Grants and pay to each holder an amount of cash (or other consideration including securities or other property) per share equal to the excess, if any, of the amount calculated in Section 9(f) (the “Change in Control Price”) of the shares subject to such Grants over the Exercise Price(s) under such Grants for such shares (except that to the extent the Exercise Price under any such Grant is equal to or exceeds the Change in Control Price, in which case no amount shall be payable with respect to such Grant), or (iii) make such adjustments to

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Grants then outstanding as the Committee deems appropriate to reflect such Change in Control; provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Grants then outstanding; provided, further, however, that the right to make such adjustments shall include, but not require or be limited to, the modification of Grants such that the holder of the Grant shall be entitled to purchase or receive (in lieu of the total number of shares of Stock as to which an Option or SAR is exercisable (the “Total Shares”) or other consideration that the holder would otherwise be entitled to purchase or receive under the Grant (the “Total Consideration”)), the number of shares of stock, other securities, cash or property to which the Total Consideration would have been entitled to in connection with the Change in Control (A) (in the case of Options), at an aggregate exercise price equal to the exercise price that would have been payable if the Total Shares had been purchased upon the exercise of the Grant immediately before the consummation of the Change in Control and (B) in the case of SARs, if the SARs had been exercised immediately before the occurrence of the Change in Control.

(f) Change in Control Price. The “Change in Control Price” shall equal the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change in Control without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control takes place, or (v) if such Change in Control occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 9(f), the Fair Market Value per share of the Stock that may otherwise be obtained with respect to such Grants or to which such Grants track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Grants. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section 9(f) or in Section 9(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

(g) Impact of Corporate Events on Awards Generally. In the event of a Change in Control or changes in the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 9, any outstanding Awards and any Award agreements evidencing such Awards shall be subject to adjustment by the Committee at its discretion, which adjustment may, in the Committee’s discretion, be described in the Award agreement and may include, but not be limited to, adjustments as to the number and price of shares of Stock or other consideration subject to such Awards, accelerated vesting (in full or in part) of such Awards, conversion of such Awards into awards denominated in the securities or other interests of any successor Person, or the cash settlement of such Awards in exchange for the cancellation thereof. In the event of any such change in the outstanding Stock, the aggregate number of shares of Stock available under this Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive.

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10. General Provisions.

(a) Transferability.

(i) Permitted Transferees. The Committee may, in its discretion, permit a Participant to transfer all or any portion of an Option or SAR, or authorize all or a portion of an Option or SAR to be granted to an Eligible Person to be on terms which permit transfer by such Participant; provided that, in either case the transferee or transferees must be any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, in each case with respect to the Participant, an individual sharing the Participant’s household (other than a tenant or employee of the Company), a trust in which any of the foregoing individuals have more than fifty percent of the beneficial interest, a foundation in which any of the foregoing individuals (or the Participant) control the management of assets, and any other entity in which any of the foregoing individuals (or the Participant) own more than fifty percent of the voting interests (collectively, “Permitted Transferees”); provided further that, (X) there may be no consideration for any such transfer and (Y) subsequent transfers of Options or SARs transferred as provided above shall be prohibited except subsequent transfers back to the original holder of the Option or SAR and transfers to other Permitted Transferees of the original holder. Agreements evidencing Options or SARs with respect to which such transferability is authorized at the time of grant must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Section 10(a)(i).

(ii) Qualified Domestic Relations Orders. An Option, Stock Appreciation Right, Restricted Stock Unit Award, Restricted Stock Award or other Award may be transferred, to a Permitted Transferee, pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of written notice of such transfer and a certified copy of such order.

(iii) Other Transfers. Except as expressly permitted by Sections 10(a)(i) and 10(a)(ii), Awards shall not be transferable other than by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 10, an Incentive Stock Option shall not be transferable other than by will or the laws of descent and distribution.

(iv) Effect of Transfer. Following the transfer of any Award as contemplated by Sections 10(a)(i), 10(a)(ii) and 10(a)(iii), (A) such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that the term “Participant” shall be deemed to refer to the Permitted Transferee, the recipient under a qualified domestic relations order, or the estate or heirs of a deceased Participant or other transferee, as applicable, to the extent appropriate to enable the Participant to exercise the transferred Award in accordance with the terms of this Plan and applicable law and (B) the provisions of the Award relating to exercisability shall continue to be applied with respect to the original Participant and, following the occurrence of any applicable events described therein the Awards shall be exercisable by the Permitted Transferee, the recipient under a qualified domestic relations order, or the estate or heirs of a deceased Participant, as applicable, only to the extent and for the periods that would have been applicable in the absence of the transfer.

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(v) Procedures and Restrictions. Any Participant desiring to transfer an Award as permitted under Sections 10(a)(i), 10(a)(ii) or 10(a)(iii) shall make application therefor in the manner and time specified by the Committee and shall comply with such other requirements as the Committee may require to assure compliance with all applicable securities laws. The Committee shall not give permission for such a transfer if (A) it would give rise to short swing liability under section 16(b) of the Exchange Act or (B) it may not be made in compliance with all applicable federal, state and foreign securities laws.

(vi) Registration. To the extent the issuance to any Permitted Transferee of any shares of Stock issuable pursuant to Awards transferred as permitted in this Section 10(a) is not registered pursuant to the effective registration statement of the Company generally covering the shares to be issued pursuant to this Plan to initial holders of Awards, the Company shall not have any obligation to register the issuance of any such shares of Stock to any such transferee.

(b) Taxes. The Company and any of its Subsidiaries are authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee.

(c) Changes to this Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration to this Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award agreement relating thereto, except as otherwise provided in this Plan; provided, however, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 9 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.

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(d) Limitation on Rights Conferred under Plan. Neither this Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Subsidiaries, (ii) interfering in any way with the right of the Company or any of its Subsidiaries to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under this Plan or to be treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

(e) Unfunded Status of Awards. This Plan is intended to constitute an “unfunded” plan for certain incentive awards.

(f) Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable, including incentive arrangements and awards which do not qualify under section 162(m) of the Code. Nothing contained in this Plan shall be construed to prevent the Company or any of its Subsidiaries from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other person shall have any claim against the Company or any of its Subsidiaries as a result of any such action.

(g) Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(h) Severability. If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. If any of the terms or provisions of this Plan or any Award agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to section 16(b) of the Exchange Act) or section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or section 422 of the Code. With respect to Incentive Stock Options, if this Plan does not contain any provision required to be included herein under section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an Incentive Stock Option cannot so qualify, that Option (to that extent) shall be deemed an Option not subject to section 422 of the Code for all purposes of the Plan.

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(i) Governing Law. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

(j) Conditions to Delivery of Stock. Nothing herein or in any Award granted hereunder or any Award agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of an Option or Stock Appreciation Right, or at the time of any grant of a Restricted Stock Award, Restricted Stock Unit, or other Award the Company may, as a condition precedent to the exercise of such Option or Stock Appreciation Right or settlement of any Restricted Stock Award, Restricted Stock Unit or other Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. No Option or Stock Appreciation Right shall be exercisable and no settlement of any Restricted Stock Award or Restricted Stock Unit shall occur with respect to a Participant unless and until the holder thereof shall have paid cash or property to, or performed services for, the Company or any of its Subsidiaries that the Committee believes is equal to or greater in value than the par value of the Stock subject to such Award.

(k) Section 409A of the Code. In the event that any Award granted pursuant to this Plan provides for a deferral of compensation within the meaning of the Nonqualified Deferred Compensation Rules, it is the general intention, but not the obligation, of the Company to design such Award to comply with the Nonqualified Deferred Compensation Rules and such Award should be interpreted accordingly.

(l) Plan Effective Date and Term. This Plan was adopted by the Board on the Effective Date. No Awards may be granted under this Plan on and after                     ,     .¹

¹  Date to be inserted which is no later than 10th anniversary of Effective Date.

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EX-10.2

Exhibit 10.2

MEMORIAL RESOURCE DEVELOPMENT CORP.

2014 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK GRANT AND AWARD AGREEMENT

This Agreement is made and entered into as of                      (the “Date of Grant”) by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and                      (the “Grantee” or “you”);

WHEREAS, the Company adopted the Memorial Resource Development Corp. 2014 Long Term Incentive Plan as it may be amended from time to time (the “Plan”) under which the Company is authorized to grant restricted stock awards to certain employees and service providers of the Company;

WHEREAS, the Company, in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company, agrees to grant you this restricted stock award;

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this restricted stock grant and award agreement (“Agreement”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS, you desire to accept the restricted stock award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1. The Grant. Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant, as a matter of separate inducement but not in lieu of any salary or other compensation for your services for the Company, an award (the “Award”) consisting of shares of Stock (the “Restricted Shares”) in accordance with the terms and conditions set forth herein and in the Plan.

2. Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain that certificate or those certificates until the restrictions on such Restricted Shares expire as described in Section 5 of this Agreement or the Restricted Shares are forfeited as described in Sections 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

3. Ownership of Restricted Shares. From and after the time the Restricted Shares are issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this Agreement; provided, however, that each dividend payment will be made no later than the 60th day following the date such dividend payment is made to stockholders generally.

4. Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

5. Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Shares granted pursuant to Section 4 of this Agreement will expire and the Restricted Shares will become transferable and nonforfeitable, provided that, subject to Section 6(b), you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates set forth in the following schedule:

Number of Shares of Restricted Shares	Vesting Date
[x]	One Year Anniversary of the Date of Grant
[x]	Two Year Anniversary of the Date of Grant
[x]	Three Year Anniversary of the Date of Grant

6. Termination of Services and Change in Control.

a. Termination Generally. If your service relationship with the Company or any of its Subsidiaries is terminated for any reason, then those Restricted Shares for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Shares shall be forfeited to the Company. The Restricted Shares for which the restrictions have lapsed as of the date of such termination shall not be forfeited to the Company.

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b. Change in Control. Notwithstanding the vesting schedule set forth in Section 5 above, upon the occurrence of a Change in Control, 100% of the Restricted Shares for which the restrictions have not yet lapsed as of the date of the Change in Control shall become immediately vested.

7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

8. Delivery of Stock. Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in Section 5 or Section 6(b) of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested pursuant to Section 9. The value of such Restricted Shares shall not bear any interest owing to the passage of time.

9. Payment of Taxes. The Company shall require you to pay to the Company (or the Company’s Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b).

10. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such

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issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

11. Legends. The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 4 or 10 of this Agreement on all certificates representing shares issued with respect to this Award.

12. Right of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

13. Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

15. No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

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16. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17. No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

18. Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

19. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

20. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

21. Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

23. Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

24. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

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25. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

26. Amendment. This Agreement may be amended the Board or by the Committee at any time; provided that any amendment that would adversely affect your rights hereunder shall not be effective without your consent.

27. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his hand as to the date and year first above written.

MEMORIAL RESOURCE DEVELOPMENT CORP.

By:

Name:

Title:

[GRANTEE NAME]

GRANTEE

Signature Page to Restricted Stock Grant and Award Agreement

EX-10.5

Exhibit 10.5

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this “Agreement”) is executed and agreed to as of             , 2014 (the “Effective Date”) by and among Memorial Resource Development Corp., a Delaware corporation (the “Parent”), WildHorse Resources, LLC, a Delaware limited liability company (the “Company”), and WildHorse Resources Management Company, LLC, a Delaware limited liability company (the “Service Provider”). The Parent, the Company and the Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.

RECITALS

WHEREAS, the Company, Service Provider, and WildHorse Resources II, LLC were previously parties to that certain Amended and Restated Management Services Agreement, dated as of August 8, 2013, which was terminated as of the date hereof;

WHEREAS, the Service Provider has in place a staff of management, administrative, financial, accounting, marketing, and human resource personnel capable of providing transition services to the Company;

WHEREAS, the Parent and the Company desire to enter into this Agreement with the Service Provider to obtain certain services necessary to manage the certain operations of the Company’s business, as more fully described herein; and

WHEREAS, the Service Provider desires to provide the Services (as defined below) to the Company.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I. DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Agreement” is defined in the preamble.

“Asset” or “Assets” means all assets and property, real or personal, owned by the Company.

“Company” is defined in the preamble.

“Effective Date” is defined in the preamble.

“Force Majeure Event” means any event not reasonably within the control of the Party claiming the force majeure, including the following to the extent such events are not reasonably within the control of the Party claiming the force majeure: act of God, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood or other act of nature, explosion, governmental action (including changes in Laws, regulations or policies with the effect of Law or, in each case, the enforcement thereof), and governmental delay or restraint (including with respect to the issuance of permits); provided, however, that a “Force Majeure Event” shall not include (i) lack of financing or funds and (ii) to the extent affecting only such Party’s or such Party’s affiliate’s employees, any strike, work stoppage or other organized labor difficulty.

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal having or asserting jurisdiction.

“Law” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter of a Governmental Authority.

“Management Fee” is defined in Section 3.3.

“Outsourced Service” is defined in Section 2.1.

“Parent” is defined in the preamble.

“Party” and “Parties” are defined in the preamble.

“Person” means a natural person, partnership (whether general or limited), limited liability company, Governmental Authority, trust, estate, association, corporation, venture, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Prudent Industry Practice” means, at a particular time, any of the practices, methods, standards of care, skill, safety and diligence, as the same may change from time to time, but applied in light of the facts known at the time, that are consistent with the general standards applied or utilized under comparable circumstances by a reasonably prudent operator, in a good and workmanlike manner, with due diligence and dispatch, in accordance with good industry practice.

“Service Provider” is defined in the preamble.

“Services” is defined in Section 2.1.

“Term” is defined in Section 4.1.

“Third Party” means a Person other than a Party.

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ARTICLE II.

SERVICES

2.1 Services. The Service Provider shall provide the Company with the services necessary to manage the day to day operations of the Company, including general and administrative, operational and other similar services necessary and sufficient or appropriate to conduct the affairs of the Company (the “Services”). The Services shall include, but are not limited to, the services set forth on Schedule 2.1 hereto. Such Services shall be provided by the Service Provider solely for the benefit of the Parent and the Company. The Service Provider may cause one or more Third Party contractors, subject to the prior approval of the Company, to provide any of the Services (any such Services provided by Third Party contractors being referred to herein as an “Outsourced Service”); provided, however, that except as expressly provided in this Agreement, any Outsourced Services shall be subject to the provisions of this Agreement in the same way as any Service that is not an Outsourced Service is subject to the provisions of this Agreement.

2.2 Records and Auditing Rights. The Service Provider shall at all times maintain adequate books and records to verify the accounts and transactions under this Agreement. Such records shall be retained and kept available for inspection and audit by the Parent and the Company, members of the Parent’s Board of Directors and other representatives of the Parent and the Company on days the Service Provider is open for business during normal working hours upon reasonable notice to the Service Provider.

2.3 Standard of Care. The Service Provider hereby warrants that it will perform all of its obligations under this Agreement in accordance with Prudent Industry Practices and in compliance with all applicable Laws.

2.4 Duty to the Company. The Service Provider shall dedicate sufficient personnel and resources to provide the Services in accordance with Prudent Industry Practices.

2.5 Conditions of Service.

(a) Subject to Sections 2.3 and 2.4, the Service Provider shall have complete authority and discretion to elect the means, manner and method of performing the Services.

(b) All Third Party contractors that provide Outsourced Services shall be selected by the Service Provider with reasonable care and with reasonable assurances that such Third Party contractors can perform the Services pursuant to the requirements of this Agreement.

(c) The Service Provider shall perform the Services as an “independent contractor” of the Company and nothing in this Agreement is intended, and nothing shall be construed, to create an agency, employer/employee, partnership, joint venture, association or other similar relationship between the Service Provider and the Company.

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(d) This Agreement is a purely commercial transaction between the Parties and nothing stated in this Agreement shall operate to create any special or fiduciary duty between the Parties.

(e) Notwithstanding anything to the contrary, all matters pertaining to the employment, supervision, compensation, promotion and discharge of any personnel of the Service Provider are the responsibility of the Service Provider. All such employment arrangements are solely the Service Provider’s obligation, and the Company shall have no liability with respect thereto.

ARTICLE III.

PAYMENTS

3.1 Management Fee. As sole consideration for the Services rendered by the Service Provider to the Company under this Agreement, the Company shall pay the Service Provider a management fee of $965,000 per month during the Term (the “Management Fee”). The Company will pay the Management Fee no later than the 20th day of the month following the calendar month in which services are provided. In the event the Term includes any partial calendar month, the Management Fee will be prorated based on the actual number of days elapsed in such month. The Management Fee is intended to reimburse the Service Provider for expenses for the Services that are general and administrative charges as accounted for under standard accounting methods. The Management Fee shall also be deemed to include reimbursement for geoscience expenses. Expenses incurred by the Service Provider in connection with Services that are not general and administrative expenses or geoscience expenses, including lifting and operating expenses, capital expenditures and lease acquisitions costs, will be reimbursed to the Service Provider on a monthly basis, subject to being netted against revenues received by the Service Provider on behalf of the Company, as described on Schedule 2.1.

3.2 Call for Company Advances. On an as needed basis, the Service Provider may request the Company advance funds to the Service Provider to cover all out-of-pocket third party costs and expenses to be incurred by the Service Provider at the request of, and for the benefit of, the Company, including, without limitation, the direct operating expenses of the Company and any cost or expense relating to a capital project of the Company. Any requests for advances hereunder shall be accompanied by appropriate documentation from the Service Provider supporting such costs and expenses. Upon the Company’s approval, the Company shall advance such funds within ten business days following such request from the Service Provider, subject to extension to the extent necessary to provide any additional documentation reasonably requested of the Service Provider by the Parent or the Company. The Service Provider, the Parent and the Company shall determine, no less frequently than on a monthly basis, whether excess cash advances may be returned to the Company; provided, that any unused advances shall be returned to the Company at the end of the Term.

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ARTICLE IV.

TERM; TERMINATION

4.1 Term. This Agreement will commence on the Effective Date and will remain in effect until the first anniversary of the Effective Date; provided, that this Agreement may be terminated (i) immediately by the Company, by delivering written notice to the Service Provider, or (ii) after the six (6) month anniversary of the Effective Date, by the Service Provider, by delivering ninety (90) days prior written notice to the Company (such period of time during which this Agreement is in effect, the “Term”).

4.2 Transition Services. If either Party notifies the other Party of its intention to terminate this Agreement in accordance with Section 4.1, then during the period of time commencing on the date of such notice until the date of termination of this Agreement, the Service Provider shall in good faith assist and cooperate with the Parent and the Company to facilitate the transfer of the Services to any Person designated by the Parent and the Company; provided, that, during such period, the Company shall pay to the Service Provider any amounts payable by the Company to the Service Provider pursuant to this Agreement.

ARTICLE V.

DUTIES AND RESPONSIBILITIES

5.1 Duties and Responsibilities. The Service Provider shall comply in all respects with the terms of this Agreement and shall use its reasonable commercial efforts, in the conduct of business and operations of the Company, (i) to comply, in all material respects, with the terms and provisions of all agreements relating to the Company’s business, operations or properties to which it is a party or to which the Company’s properties are subject and (ii) to comply, in all material respects, with all applicable Laws, ordinances or governmental rules and regulations to which the Company is subject (including, without limitation, all applicable federal, state and local environmental Laws, ordinances, rules and regulations).

5.2 Personnel. The Service Provider covenants and agrees that it will at all times retain and have available to it and the Company a professional staff and outside consultants that together will be reasonably adequate in size, experience and competency to discharge properly the duties and functions of the Service Provider and the Company hereunder and under any applicable operating and other agreements, including, but not limited to, technical personnel, attorneys, accountants and secretarial and clerical personnel.

5.3 Utilized Property. In connection with providing the Services, the Service Provider shall utilize certain personal property and other assets of the Service Provider (the “Utilized Property”). Ownership of the Utilized Property shall remain with the Service Provider notwithstanding that the Utilized Property may be used primarily for the benefit of the Company. The Utilized Property include, but are not limited to, (i) all rights of Service Provider in respect of the lease of office space for its principal office, (ii) all tangible personal property owned by the Service Provider, including corporate office build-out, computers, office furniture. computer hardware and software and corporate pool cars, (iii) utilities, telecommunications, office supplies and mailing expenses, (iv) professional services that benefit the Company, and (v) insurance premiums for the corporate office and corporate shared pool vehicles, including D&O insurance premiums, as applicable. The Service Provider shall be responsible for maintaining all Utilized Property in good condition and repair, reasonable wear and tear excepted, and may refurbish or replace, at the Service Provider’s expense, such items as they become worn out or obsolete. If the Service Provider uses or licenses intellectual property owned by Third Parties in the performance of Services under this Agreement, the Service Provider shall obtain and maintain any such licenses and authorizations necessary to authorize its use of such intellectual property in connection with such Services.

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ARTICLE VI.

LIMITED WARRANTY, LIMITATION ON LIABILITY

6.1 Limited Warranty; Warranties Disclaimer. THE WARRANTY CONTAINED IN THIS SECTION 6.1 SHALL BE EXCLUSIVE, AND IS GIVEN AND ACCEPTED IN LIEU OF ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO ANY DEFECT IN THE SERVICES RENDERED OR PRODUCTS OBTAINED FOR THE COMPANY (WHETHER A CLAIM FOR SUCH DEFECT ARISES UNDER CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY OR PRINCIPLE INCLUDING NEGLIGENCE), THE SERVICE PROVIDER’S SOLE LIABILITY AND RESPONSIBILITY AND THE COMPANY’S SOLE REMEDY SHALL BE THE REPERFORMANCE OF THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT, UNLESS THE DEFECT WAS CAUSED BY THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SERVICE PROVIDER.

6.2 Limitation on Liability. It is expressly understood by the Service Provider and the Company that the Service Provider shall have no liability for the failure of Third Party providers to perform any Outsourced Services hereunder and further that the Service Provider shall have no liability whatsoever for the Services provided by any such Third Party unless in either event such Outsourced Services are provided in a manner that would evidence gross negligence or intentional misconduct on the part of the Service Provider but the Service Provider shall, on behalf of the Company, pursue all rights and remedies under any such Third Party contract. The Parent and the Company agree that the remuneration paid to the Service Provider hereunder for the Services to be performed reflect this limitation of liability and disclaimer of warranties. In no event shall the Service Provider be liable to the Parent and the Company or any other Person for any indirect, special or consequential damages resulting from any error in the performance of Services or from the breach of this Agreement, regardless of the fault of the Service Provider, or any Third Party provider or whether the Service Provider, or the Third Party provider, is wholly, concurrently, partially or solely negligent. To the extent any Third Party provider has limited its liability to the Service Provider for Outsourced Services under an agreement, the Company agrees to be bound by such limitation of liability for any product or Outsourced Service provided to the Company by such Third Party provider under the Service Provider’s agreement.

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ARTICLE VII.

FORCE MAJEURE

7.1 Excused Performance. A Party shall not be responsible or liable for or deemed in breach of this Agreement for any delay or failure in the performance of its obligations under this Agreement to the extent such performance is prevented by a Force Majeure Event; provided that:

(a) the affected Party gives the other Party prompt notice describing the particulars of the Force Majeure Event and the proposed cure;

(b) the suspension of performance is of no greater scope and of no longer duration than is reasonably attributable to the Force Majeure Event;

(c) the affected Party uses commercially reasonable efforts to remedy its inability to perform its obligations under this Agreement or the Force Majeure Event; and

(d) when the affected Party is able to resume performance of its obligations under this Agreement, that Party shall give the other Party written notice to that effect.

7.2 No Preclusion. The existence of a Force Majeure Event shall not relieve any Party of (a) any of its payment obligations under this Agreement, or (b) any other obligation under this Agreement to the extent that performance of such other obligation is not precluded by such Force Majeure Event.

7.3 Limitations on Effect of Force Majeure. In no event will any delay or failure of performance caused by a Force Majeure Event extend this Agreement beyond its Term.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES

8.1 Company Representations. The Parent and the Company represent and warrant as of the Effective Date that:

(a) the Parent is a corporation incorporated and validly existing under the Laws of the State of Delaware and the Company is a limited liability company duly organized and validly existing under the Laws of the State of Delaware, as applicable, and each has all necessary authorizations required by applicable Law to perform its obligations under this Agreement;

(b) the execution, delivery and performance of this Agreement by the Parent and the Company has been duly authorized by all requisite corporate or limited liability company action, as applicable, and will not: (i) violate any provisions of its organizational documents or (ii) result in the breach or acceleration of any performance required by the terms of any contract, agreement or arrangement to which it is a party or any applicable Laws; and

(c) this Agreement is a valid and binding obligation of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

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8.2 Service Provider Representations. The Service Provider represents and warrants as of the Effective Date that:

(a) the Service Provider is a limited liability company duly organized and validly existing under the Laws of the State of Delaware and has all necessary authorizations required by applicable Law to perform its obligations under this Agreement;

(b) the execution, delivery and performance of this Agreement by the Service Provider have been duly authorized by all requisite limited liability company action and will not: (i) violate any provisions of its organizational documents or (ii) result in the breach or acceleration of any performance required by the terms of any contract, agreement or arrangement to which it is a party, or any applicable Laws; and

(c) this Agreement is a valid and binding obligation of the Service Provider, enforceable against the Service Provider in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

ARTICLE IX.

MISCELLANEOUS

9.1 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission shall be deemed an original signature hereto.

9.2 Notices.

(a) Except as expressly set forth to the contrary in this Agreement, all notices and communications required or permitted to be given hereunder shall be sufficient in all respects if given in writing and delivered personally, or sent by overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by facsimile transmission (provided any such facsimile transmission is confirmed either orally or by written confirmation) or sent by email, addressed to the appropriate Party at the address or email address for such Party shown below or at such other address as such Party shall have theretofore designated by written notice delivered to the Party giving such notice:

If to the Parent:

Memorial Resource Development Corp.

1301 McKinney, Suite 2100

Houston, Texas 77010

Attn: General Counsel

Facsimile: (713) 588-8301

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If to the Company:

WildHorse Resources, LLC

c/o Memorial Resource Development Corp.

1301 McKinney, Suite 2100

Houston, Texas 77010

Attn: General Counsel

Facsimile: (713) 588-8301

If to the Service Provider:

WildHorse Resources Management Company, LLC

9805 Katy Freeway, Suite 400

Houston, Texas 77024

Attn: Anthony Bahr

Facsimile: (713) 568-4911

(b) Any notice given in accordance herewith shall be deemed to have been given when delivered to the addressee by email, or in person, or by courier, or transmitted by facsimile transmission during normal business hours, or upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States Mail, as the case may be. The Parties may change the address, telephone numbers, and facsimile numbers to which such communications are to be addressed by giving written notice to the other Parties in the manner provided in this Section 9.2.

9.3 Entire Agreement; Conflicts. This Agreement and the Schedules hereto collectively constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of any Schedule hereto, the terms and provisions of this Agreement shall govern and control; provided, however, that the inclusion in any of the Schedules hereto of terms and provisions not addressed in this Agreement shall not be deemed a conflict, and all such additional provisions shall be given full force and effect, subject to the provisions of this Section 9.3.

9.4 Amendment. This Agreement may be amended only by an instrument in writing executed by all of the Parties and expressly identified as an amendment or modification.

9.5 Parties in Interest. Nothing in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.

9.6 Successors and Permitted Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

9.7 Assignment. Except for the ability of the Service Provider to cause one or more of the Services to be performed by a Third Party provider (subject to the terms of this Agreement), no Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other party and any such assignment that is made without

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such consent shall be void and of no force and effect. No permitted assignment shall release any Party from any of its obligations under this Agreement. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assignees.

9.8 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Party shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the Parties as expressed herein.

9.9 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

9.10 No Recourse. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any current or former stockholder, member, partner, owner, director, manager, officer or employee of the Service Provider or of the Parent or the Company or any of their respective officers, directors, employees, agents or representatives.

9.11 Governing Law. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS.

9.12 Interpretation. All references in this Agreement to Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement”, “herein”, “hereby”, “hereunder” and “hereof”, and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words “this Article”, “this Section”, and “this subsection”, and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the date of this Agreement. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. References to any Law or agreement shall mean such Law or agreement as it may be amended from time to time.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first above written.

PARENT:

MEMORIAL RESOURCE DEVELOPMENT CORP.

By:

Name:

Title:

COMPANY:

WILDHORSE RESOURCES, LLC

By:

Name:

Title:

SERVICE PROVIDER:

WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC

By:

Name:

Title:

SIGNATURE PAGE

MANAGEMENT SERVICES AGREEMENT

Schedule 2.1

Services

The Services shall include any services necessary or appropriate for the management and operation of the Company and may include, without limitation, employee services related to supporting the following:

1. Administrative and Land Services (as described below)

2. Operator Services (as described below)

3. Financial and Accounting Services

4. Accounts Payable and Receivables

5. Contract Negotiation and Management (subject to Parent approval)

6. Employee Health and Safety

7. Government and Public Relations

8. Information Technology

9. Land, Land Administration and Ordinary Course Legal Services (subject to Parent approval of Legal Services)

10. Personnel, Outside Contractors and Consultants

11. Engineering and Technical Services

12. Operations

13. General and Administrative

14. Equipment and Personnel Procurement

15. Training and Development Programs

16. Geoscience

17. Strategic Planning and Budgeting Cooperation with the Company and the Parent

18. Any Other Services as Reasonably Requested by the Parent or the Company from Time to Time

Administrative and Land Services: To fulfill its obligation to manage the day-to-day affairs of the Company, Service Provider:

(i) may, in the name of the Service Provider or the Company or as agent for the Company, as appropriate, negotiate, enter into or settle contracts and agreements which are necessary to prudently manage the Assets of the Company in accordance with the terms of this Agreement. Such contracts and agreements may include, but are not limited to, furnishment of utilities to Assets of the Company, gathering or processing agreements and contract services agreements. Company will, when necessary, appoint Service Provider as its agent to act on Company’s behalf;

(ii) as directed by the Parent, will cause the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and to conduct compliance reviews with respect thereto;

(iii) will use commercially reasonable efforts to cause third party expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Company from time to time; provided, however, any expenditures that will exceed the applicable budgeted parameter by more than 10% shall require the Company’s prior approval;

(iv) will correspond with Company’s partners and generally conduct industry standard lease administration duties on Company’s Assets;

(v) will perform such other services as may be required from time to time for management and other activities relating to the Assets of the Company as the Company shall reasonably request or the Service Provider shall deem appropriate under the particular circumstances and approved by the Company; and

(vi) will perform other land functions as Service Provider and the Company may deem necessary to manage the Company’s Assets.

Operator Services: The Service Provider shall perform such services as are typically provided by an operator for non-operators for each of the Operator Services with respect to the Assets for which the Company would otherwise serve as an operator, and to perform those Operator Services required for the non-operated Assets owned by the Company. “Operator Services” is defined as one or more of the following services by the Service Provider for the benefit of Owner in connection with the operatorship and administration of the Assets, to-wit, the Service Provider shall:

(i) be contract operator in connection with the operation of the Assets;

(ii) cause the Company to comply in all material respects with all statutes, ordinances, laws, rules, regulations, orders and determinations affecting the Company and its Assets and issued by any governmental authority having jurisdiction thereof. The Service Provider shall not refuse or delay compliance with any specific instructions that

are given by the Company that are reasonably necessary to cause the Company to comply with such statutes, ordinances, laws, rules, regulations, orders and determinations. The Company shall cooperate with the Service Provider in compliance with such statutes, ordinances, laws, rules, regulations, orders and determinations, including the costs of all such compliance; timely collect, process and pay all approved bills and taxes attributable to the Assets;

(iii) for operated Assets, generate monthly joint interest billings to non-operating partners and the Company;

(iv) for operated Assets, disburse actual received revenues to revenue interest owners on the Service Provider’s normal monthly revenue distribution schedule;

(v) timely prepare and submit all required regulatory reports, including but not limited to, production reports, production disposition reports and wellwork activity reports;

(vi) manage the day-to-day operations of the Assets, including but not limited to the gathering and recording of production data, maintenance of the facilities and locations, execution and supervision of capital and expense projects; provided however, that any authorizations for expenditures exceeding $50,000 individually shall require the Company’s prior approval;

(vii) provide to the Company and the Parent fulltime electronic access to daily production data; and,

(viii) other duties the Service Provider or the Company deems necessary to prudently operate the Company’s Assets.

Financial and Accounting Services: To fulfill its obligation to manage certain of the operations of the Company, the Service Provider:

(i) will complete all billing, joint interest or otherwise, and accounts payable functions on behalf of the Company, and render the necessary auditing, accounting and bookkeeping services generally required for the proper management of the business and affairs of the Company or to comply with the instruction of the Company or the terms of any other agreements of the Company, including credit agreements;

(ii) will net, on a monthly basis, the joint interest billings of the Company for all operating and project expenses, revenues received by Service Provider on behalf of the Company, the Management Fee and COPAS income, and shall settle with the Company no later than the 15th day following the month to which such items relate or in which they were received;

(iv) will monitor the operating and financial performance of the Company and provide periodic reports with respect thereto to the Company and the Parent;

(v) will enter and maintain the revenue and expense decks of the Company’s Assets in the Service Provider’s land and accounting systems;

(vi) will prepare and distribute to the Company and the Parent, within 15 calendar days of each month end, lease operating statements and full financial statements;

(vii) will provide read-only access to the accounting system used by the Service Provider to account for the operations of the Company and the Service Provider; and

(viii) will perform or cause to be performed, any other accounting, financial or audit related services as the Company may reasonably request.

EX-10.7

Exhibit 10.7

MEMORIAL RESOURCE DEVELOPMENT CORP.

FORM OF CHANGE IN CONTROL AGREEMENT

                    , 2014

[name]

[address]

Dear [name]:

Memorial Resource Development Corp. (the “Company”) considers it essential to the best interests of its members to attract top executives and to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to ensure the continuity of management and to foster objectivity in the face of uncertainty arising from the possibility of a change in control of the Company, although no such change is now contemplated. In order to induce you to remain in the employ of the Company and in consideration of your continued services to the Company, the Company agrees that effective as of                     , 2014, you shall receive the severance benefits from the Company, set forth in this letter agreement (“Agreement”) in the event you “Separate from Service” with the Company and all related entities (collectively, the “Company Group”) subsequent to a “Change in Control” of the Company (as such terms are defined in Section 2 hereof) under the circumstances described below. This Agreement supersedes and replaces prior agreements and/or policies related to severance benefits payable to you following a Change in Control of the Company, as specified in Section 10 of this Agreement.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect until the earlier of (i) your Separation from Service other than on account of a Qualifying Termination; (ii) the Company’s satisfaction of all of its obligations under this Agreement; or (iii) the execution of a written agreement between the Company and you terminating this Agreement.

2. Definitions. As used in this Agreement:

(a) “Annual Compensation” means the total of:

(i) one year of base salary, at the highest base salary rate that you were paid by the Company in the 12-month period prior to the date of your Separation from Service (the “Look-Back Period”); and

(ii) 100% of the greatest target annual bonus target for which you were eligible within the Look-Back Period.

(b) “Cause” means (i) your commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; (ii) engaging in conduct that constitutes fraud, gross negligence or willful misconduct that results or would reasonably be expected to result in material harm to the Company or its business or reputation; (iii) breach of any material terms of your employment, including any of the Company’s policies or code of conduct; or (iv) failure to perform your duties for the Company.

(c) “Change in Control” has the meaning ascribed to such term in the Long Term Incentive Plan.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Company” means Memorial Resource Development Corp., and any successor as provided in Section 7 hereof.

(f) “Disability” means that, at the time you Separate from Service, you have been unable to perform the duties of your position for a period of 180 consecutive days as the result of your incapacity due to physical or mental illness.

(g) “Good Reason” means the occurrence of one of the following without your express written consent (i) a material reduction of your duties, position or responsibilities, or your removal from such position and responsibilities, unless you are offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a material reduction by the Company of your base compensation (base salary and target bonus) as in effect immediately prior to such reduction; or (iii) you are requested to relocate (except for office relocations that would not increase your one way commute by more than 50 miles); provided, that any such event shall not constitute Good Reason unless and until you shall have provided the Company with written notice thereof no later than thirty (30) days following your knowledge of the initial occurrence of such event and the Company shall have failed to fully remedy such event within thirty (30) days of receipt of such notice.

(h) “Long Term Incentive Plan” means the Memorial Resource Development Corp. 2014 Long Term Incentive Plan.

(i) “Qualifying Termination” means your Separation from Service on account of (i) an involuntary termination by the Company without Cause or (ii) your voluntary resignation for Good Reason; provided, that such Good Reason must have occurred within six (6) months prior to, or six (6) months following, a Change in Control and provided further, that with respect to clauses (i) and (ii), such Separation from Service must occur within six (6) months prior to, or twenty-four (24) months following, a Change in Control.

(j) “Separation from Service” or “Separates from Service” means a termination of employment with the Company Group that the Company determines is a Separation from Service in accordance with Section 409A of the Code.

(k) “Severance Payment” means the payment of severance compensation as provided in Section 3 of this Agreement.

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(l) “Specified Employee” means a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Employer from time to time in accordance therewith, or if none, the default methodology set forth therein.

3. Compensation Upon a Qualifying Termination. If you Separate from Service on account of a Qualifying Termination, then subject to (x) your signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (which separation agreement and release of claims will be provided by the Company to you within five (5) days following such Qualifying Termination and must be executed by you and returned to the Company within fifty (50) days following such Qualifying Termination) and (y) Section 4:

(a) You will be entitled to a Severance Payment in a lump sum amount equal to [one times (1x)][two times (2x)][three times (3x)] your Annual Compensation, which shall be payable in accordance with subsection (c) below.

(b) The Company agrees that, in addition to the payment provided under Section 3(a):

(i) all outstanding unvested awards previously granted to you under the Long Term Incentive Plan shall immediately be 100% vested upon such Separation from Service;

(ii) to the extent that you timely elect COBRA continuation coverage under the Company’s group insurance plans, the Company shall reimburse you for the amount of COBRA continuation premiums (less required co-pay) until the earlier of (x) twelve (12) months following your Separation from Service and (y) such time as you are no longer eligible for COBRA continuation coverage;

(iii) the Company will provide you with financial counseling services for twelve (12) months following your Separation from Service, subject to a maximum benefit of $30,000.00; and

(iv) the Company will provide you with outplacement counseling services for twelve (12) months following your Separation from Service, subject to a maximum value of $30,000.00.

(c) Subject to Section 19(b) below, all payments made to you under subsection (a) shall be made in a lump sum on the sixtieth (60^th) calendar day following your Separation from Service, provided that your separation agreement and release of claims referenced above must be effective and not revocable on the date payment is to be made in order to receive payments under subsection (a).

(d) Notwithstanding anything contained herein to the contrary, the Company shall have no obligation to make any payment or offer any benefits to you under this Agreement if you Separate from Service other than on account of a Qualifying Termination.

4. Parachute Payments. If the Board determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to you, then the provisions of this Section 4 shall apply. If any payments or benefits to which you are entitled from the Company, any affiliate,

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any successor to the Company or an affiliate, or any trusts established by any of the foregoing by reason of, or in connection with, any transaction that occurs after the date hereof (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to you, to be subject to the tax imposed by Section 4999 of the Code or any successor provisions to that section, then the Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total Payments received you will be one dollar ($1.00) less than three times your “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such Payments received by you shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after tax position to you (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the Payments provided hereunder results in the better net after tax position to you shall be made by the Board and you in good faith.

5. No Mitigation. You shall not be required to mitigate the amount of any payment provided for in Section 3 hereof by seeking other employment or otherwise, nor shall the amount of such payment be reduced by reason of compensation or other income you receive for services rendered after your Separation from Service from the Company.

6. Exclusive Remedy. In the event of your Separation from Service on account of a Qualifying Termination, the provisions of Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which you or the Company may otherwise be entitled (including any contrary provisions in any employment agreement you may have with the Company), whether at law, tort or contract, in equity, or under this Agreement.

7. Company’s Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform the obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Section 7, Company includes any successor to its business or assets as aforesaid which executes and delivers this Agreement or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

8. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or five (5) days after deposit with postal authorities transmitted by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first or last page of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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9. Amendment or Waiver. No provisions of this Agreement may be amended, modified, waived or discharged unless you and the Company agree to such amendment, modification, waiver or discharge in writing. No amendment, modification, waiver or discharge of this Agreement shall result in the accelerated payment of any Severance Payment provided for in Section 3. No waiver by either party at any time of the breach of, or lack of compliance with, any conditions or provisions of this Agreement shall be deemed a waiver of the provisions or conditions hereof.

10. Sole Agreement. This Agreement represents the entire agreement between you and the Company with respect to the matters set forth herein and supersedes and replaces any prior agreements in their entirety. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement will be made by either party which are not set forth expressly herein. No future agreement between you and the Company may supercede this Agreement, unless it is in writing and specifically makes reference to this Section 10.

11. Employee’s Successors. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amounts are still payable to you hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee, or other designee or, if there be no such designees, to your estate.

12. Funding. This Agreement shall be unfunded. Any payment made under the Agreement shall be made from the Company’s general assets.

13. Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

14. Headings. All captions and section headings used in this Agreement are for convenience purposes only and do not form a part of this Agreement.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

16. Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

17. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware (with the exception of its conflict of laws provisions). This Agreement is intended to comply with Section 409A of the Code and the regulations promulgated thereunder.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

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19. Code Section 409A.

(a) General. The Agreement is intended to either comply with, or be exempt from, the requirements of Code Section 409A. To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent.

(b) Separation from Service; Specified Employees; Separate Payments. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a Separation from Service. If you are deemed on the date of termination to be a Specified Employee, then to the extent any payment or benefit hereunder (after taking into account all exclusions applicable thereto under Code Section 409A) is “nonqualified deferred compensation” subject to Section 409A, then such payment shall be delayed and not be made prior to the earlier of (A) the six (6)-month anniversary of the date of such Separation from Service and (B) the date of your death (the “Delay Period”). All payments delayed pursuant to this Section 19(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be paid to the Participant in a single lump sum on the first payroll date on or following the first day following the expiration of the Delay Period, and any remaining payments and benefits due under the Plan shall be paid or provided in accordance with the normal payment dates specified for them herein. Each payment made under this Plan will be treated as a separate payment for purposes of Code Section 409A and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

If the foregoing conforms to your understanding, please indicate your agreement to the terms hereof by signing where indicated below and returning one copy of this Agreement to the undersigned.

[signature page follows]

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IN WITNESS WHEREOF, this Agreement is executed effective as of the date first set forth above.

MEMORIAL RESOURCE DEVELOPMENT CORP.

By:

Name:

Title:

ACCEPTED AND AGREED TO AS OF THE DATE FIRST SET FORTH ABOVE:

Name:

EX-10.8

Exhibit 10.8

FORM OF

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of         , by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS:

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, highly competent persons have become more reluctant to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, (i) the Amended and Restated Bylaws of the Company (as may be amended, the “Bylaws”) requires indemnification of the officers and directors of the Company, (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and the Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. (a) As used in this Agreement:

“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.

“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

“Disinterested Director” shall mean a director of the Company who is not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”

“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to

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represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.

“Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee or of any action on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement.

“Sponsor Entities” means (i) MRD Holdings LLC, Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

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Section 2. Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 3 below), or any claim, issue or matter therein.

Section 3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 6. Additional Indemnification. Notwithstanding any limitation in Sections 2, 3 or 4 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding

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(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee in connection with such Proceeding, including but not limited to:

(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;

(c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (a) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (b) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or

(d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Section 8. Advancement. The Company shall advance, to the extent not prohibited by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the

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Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by the Company. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 7(a) or (c) hereof.

Section 9. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall promptly notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder (the date of such notification, the “Submission Date”). The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding, including any appeal therein. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved by the Company to defend Indemnitee in such Proceeding, at the sole expense of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), or (ii) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate

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counsel at its own expense. If the Company has responsibility for defense of a Proceeding, the Company shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not settle or compromise any Proceeding without the prior written consent of Indemnitee.

Section 10. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Company holding a majority of the securities of the Company entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection. Such objection by Indemnitee

7

may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the Submission Date and (ii) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.

Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 11. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the stockholders of the Company.

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(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) Actions of Others. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12. Remedies of Indemnitee.

(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Bylaws, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to

10

be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, any Sponsor Entity) or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated (including, without limitations, any Sponsor Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity). Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, trustees, or agents of any Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee,

11

trustee or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment under this Agreement, the Company shall be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that the Company shall not be subrogated to the extent of any such payment of all rights of recovery of Indemnitee with respect to any Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity).

(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.

Section 14. Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of any Enterprise and (ii) one (1) year after the date of final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, the Bylaws or the DGCL.

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Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.

Section 17. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

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(b) If to the Company to

Memorial Resource Development Corp.

1301 McKinney Street, Suite 2100

Houston, Texas 77010

Attention: Board of Directors

or to any other address as may have been furnished to Indemnitee by the Company.

Section 19. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).

Section 20. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 18 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware; (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 22. Third-Party Beneficiaries. The Sponsor Entities are intended third-party beneficiaries of this Agreement and shall have all of the rights afforded to Indemnitee under this Agreement.

Section 23. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

MEMORIAL RESOURCE DEVELOPMENT CORP.	INDEMNITEE
By:	By:
Name:	Name:
Title:	Title:

Signature Page to Indemnification Agreement

EX-10.10

Exhibit 10.10

CONFIDENTIAL TREATMENT REQUESTED

GAS PROCESSING AGREEMENT

March 17, 2014

PennTex North Louisiana, LLC

“Processor”

and

WildHorse Resources, LLC

“Customer”

TABLE OF CONTENTS

ARTICLE	PAGE
ARTICLE I. CERTAIN DEFINITIONS	1
ARTICLE II. CUSTOMER RIGHTS AND OBLIGATIONS	8
2.1 Dedication	8
2.2 Prior Dedications	9
2.3 Covenant Running with the Land	9
2.4 Memorandum of Agreement	9
2.5 Customer Warranty	10
2.6 No Upstream Processing	10
2.7 Customer Gas in Excess of Maximum Daily Quantity	10
2.8 Gas for Lease Operations	10
ARTICLE III. DELIVERY AND PROCESSING OF GAS	10
3.1 Plant Operational Date; Initial Operation; Design Basis; Second Plant Option	10
3.2 Delivery of Customer Gas	11
3.3 Processor Commitment	12
3.4 Delivery of Customer’s Residue Gas	12
3.5 Receipt and Processing of Gas.	12
3.6 Maintenance	12
3.7 Customer’s MDQ	13
3.8 Plant Operations	13
3.9 Operation of the Plant	15
3.10 Delivery of Customer Plant Products	15
ARTICLE IV. NOMINATIONS AND BALANCING	15
4.1 Nomination Procedures	15
4.2 Balancing	15
4.3 Allocation of Received Gas	16
4.4 Plant Product Allocation Procedure	16
ARTICLE V. QUALITY	16
5.1 Gas Quality Specifications	16
5.2 Non-Conforming Gas	16
5.3 Hazardous Substances	17
5.4 Environmental, Health and Safety Laws	17
ARTICLE VI. MEASUREMENT AND TESTING	17
6.1 Measurement Equipment	17
6.2 Measurement Standards	18
6.3 Measurement Factors	18
6.4 Measurement Accuracy Verification	19
6.5 Measurement Error	19
6.6 Customer’s Right of Inspection	19
6.7 Gross Heating Value Determination	20

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6.8 Hydrocarbon Content	20
6.9 Fractional Analysis	20
6.10 Modifications to Measurement Procedures	20
6.11 Measurement Disputes	21
ARTICLE VII. PLANT PRODUCTS AND CUSTOMER RESIDUE GAS	21
7.1 Conveyance of Rights to Processor	21
7.2 Title to Customer Gas and Plant Products	21
ARTICLE VIII. PLANT FUEL, LOST AND UNACCOUNTED FOR AND SHRINKAGE	21
8.1 Calculation of Plant Fuel and Lost and Unaccounted for Gas	21
8.2 Calculation of Shrinkage	21
8.3 Plant Fuel, Shrinkage and Lost and Unaccounted for Gas	21
ARTICLE IX. COMPENSATION AND FEES	22
9.1 Processing Fee	22
9.2 Stabilization Facilities	22
9.3 Fee Adjustment	22
9.4 Minimum Quantity Commitment.	22
9.5 Deficiency Payments	23
9.6 Certain Other Payments	23
9.7 Electric Compression Reimbursement	25
ARTICLE X. ROYALTIES; WARRANTY OF TITLE	25
10.1 Royalties	25
10.2 Title; Warranties Regarding Title	25
ARTICLE XI. TERM	26
11.1 Term	26
11.2 Termination for Cause	26
ARTICLE XII. STATEMENTS AND PAYMENTS	26
12.1 Invoices and Statements	26
12.2 Payment of Statements	26
12.3 Billing Disputes	26
12.4 Audit Rights	27
12.5 Customer Credit Data	27
12.6 Setoff and Recoupment	27
12.7 Creditworthiness Determination	27
ARTICLE XIII. LIABILITY OF THE PARTIES	27
13.1 Control and Possession of Gas and Plant Products	27
13.2 Waiver of Certain Damages	28
13.3 Inert Constituents	28
13.4 Indemnification	29
ARTICLE XIV. FORCE MAJEURE	30
14.1 Suspension of Obligations	30

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14.2 Definition of Force Majeure	30
14.3 Strikes	30
ARTICLE XV. GOVERNING LAW; VENUE; DISPUTE RESOLUTION	30
15.1 Governing Law	30
15.2 Venue	30
15.3 Negotiation	31
ARTICLE XVI. TAXES	31
16.1 Taxes on Processing and Plant Products	31
16.2 Other Taxes	31
ARTICLE XVII. ASSIGNMENT	31
17.1 Restrictions on Assignment	31
17.2 Permitted Assignments	32
ARTICLE XVIII. NOTICES AND STATEMENTS	32
18.1 Notice	32
18.2 Change of Address	33
ARTICLE XIX. MISCELLANEOUS	34
19.1 Entire Agreement	34
19.2 Confidentiality	34
19.3 Waiver	34
19.4 No Third Party Beneficiaries	35
19.5 No Partnership	35
19.6 Published Indices	35
19.7 Headings	35
19.8 Contract Interpretation	35
19.9 Agreement Subject to Laws	36
19.10 Federal Jurisdiction	36
19.11 Reports to Governmental Authorities	36
19.12 Material Adverse Change	36
19.13 Severability	37
19.14 Expenses	37
19.15 Joint Preparation	37
19.16 Further Assurances	37
19.17 No Inducements	37
19.18 Counterpart Execution	37
19.19 Survival	37
19.20 Customer-Affiliate-Subsidiary Obligations	38

-iii-

Exhibits
EXHIBIT A	Maximum Daily Quantity*
EXHIBIT B	Memorandum
EXHIBIT C	Specifications*
EXHIBIT D	AMI Description
EXHIBIT E	Schedule of Dedicated Leases
EXHIBIT F	Prior Dedications
EXHIBIT G	Plan Design Specifications*

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

-iv-

GAS PROCESSING AGREEMENT

This Gas Processing Agreement (this “Agreement”) is hereby made and entered into as of the 17th day of March, 2014 (the “Effective Date”) by and between PennTex North Louisiana, LLC, a Delaware limited liability company (“Processor”), and WildHorse Resources, LLC, a Delaware limited liability company (“Customer”). Hereinafter, Processor and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, Customer owns title to or controls the right to process Customer Gas (as hereinafter defined) for the recovery and removal of certain liquefiable hydrocarbons and non-hydrocarbon components therefrom; and

WHEREAS, Processor intends to construct and own processing facilities in the vicinity of Customer’s wells in northern Louisiana; and

WHEREAS, Customer desires to have Customer Gas processed by Processor hereunder; and

WHEREAS, upon the completion of such processing facilities, Processor will be capable of processing Customer Gas and Processor desires to process Customer Gas; and

WHEREAS, Gatherer and Customer have entered into that certain Gas Gathering Agreement dated November 1, 2012, as amended and restated by that certain Amended and Restated Gas Gathering Agreement dated April 1, 2013 (as amended, supplemented or modified from time to time, the “Gathering Agreement”), pursuant to which Customer Gas will be delivered to the Plant.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties covenant and agree as follows:

ARTICLE I.

CERTAIN DEFINITIONS

For the purposes of this Agreement, the following definitions have the meanings as set forth below:

1.1 “Additional Term” shall have the meaning given to such term in Section 11.1.

1.2 “Affiliate” shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person in question.

1.3 “Agreement” shall have the meaning given to such term in the preamble of this Agreement.

1.4 “Annual Period” shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Plant Operational Date and ending at 9:00 a.m., Central Clock Time on the same Day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

1.5 “Area of Mutual Interest” or “AMI” shall mean all of the land described in Exhibit D attached hereto.

1.6 “Assumed Obligations” shall have the meaning given to such term in Section 17.2.

1.7 “Basis for Requesting Assurance” shall have the meaning given to such term in Section 12.7.

1.8 “Btu” shall mean one British thermal unit, the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at standard reference conditions.

1.9 “Business Day” shall mean any day (other than a Saturday or Sunday) on which commercial banking institutions in Houston, Texas are generally open for business.

1.10 “Central Clock Time” shall mean the current time in the Central Time Zone taking into consideration the seasonal changes back and forth between Daylight Savings and Standard time.

1.11 “Claims” shall mean any and all claims, demands and causes of action of any kind and all losses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys’ fees).

1.12 “Control” (including its derivatives and similar terms) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such relevant Person by ownership of voting interest, by contract or otherwise.

1.13 “Credit Interruption Days” shall mean, with respect to any Semiannual Period in the MQ Period, the Interruption Days, if any, occurring in such Semiannual Period in excess of three (3) Interruption Days.

1.14 “Cumulative Gas Commitment” shall mean with respect to each Semiannual Period during the Primary Term, the quantity (in MMBtu) set forth for such Semiannual Period under the column entitled “Cumulative Gas Commitment” in the table in Section 9.4.

1.15 “Customer” shall have the meaning given to such term in the preamble of this Agreement.

1.16 “Customer Dedicated Leases” shall mean all oil and gas leases owned by Customer or any other Subsidiary covering lands located in the Dedicated Area (whether directly from a lessor or acquisitions from other third-parties as lessees), including, without limitation, those oil and gas leases described in Exhibit E hereto.

1.17 “Customer Gas” shall have the meaning given to such term in Section 2.1.

1.18 “Customer Plant Products” shall mean the volume of Plant Products allocated by Processor to Customer Gas processed at the Plant.

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1.19 “Customer Residue Gas” shall mean Gas having a Thermal Content equal to (i) the Thermal Content of Customer Gas measured at the Point of Delivery minus (ii) the Thermal Content of Inert Constituents removed from Customer Gas, Shrinkage attributable to Customer Plant Products, the Thermal Content of Plant Fuel and the Thermal Content of Lost and Unaccounted for Gas allocated or attributable to such Customer Gas.

1.20 “Customer’s Inert Constituents” shall have the meaning given to such term in Section 13.3.

1.21 “Day” or “Daily” shall mean a period of hours, commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

1.22 “Dedicated Area” shall mean all lands within the AMI.

1.23 “Dedication” shall have the meaning given to such term in Section 2.1.

1.24 “Default Interest Rate” shall mean the U.S. Prime Rate (as published in the “Money Rates” table of The Wall Street Journal, Eastern Edition) plus an additional two points (2.00%) applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding Month (or, if such rate is contrary to any applicable usury laws, the maximum rate permitted by such applicable laws).

1.25 “Deficiency Payment” shall have the meaning set forth in Section 9.5.

1.26 “Effective Date” shall have the meaning given to such term in the preamble of this Agreement.

1.27 “EGM” shall have the meaning given to such term in Section 6.2.

1.28 “Ethane Recovery Option” shall have the meaning given to such term in Section 3.1(c).

1.29 “Ethane Rejection Option” shall have the meaning given to such term in Section 3.1(c).

1.30 “Firm Receipts” shall mean receipts of Gas by Processor at the Plant, from Customer or any other Person, for which Processor is contractually entitled to interrupt its performance only to the extent of Plant Interruptions, including, without limitation, Customer Gas delivered hereunder up to the MDQ.

1.31 “Force Majeure” shall have the meaning given to such term in Section 14.2.

1.32 “Gallon” shall mean one (1) U.S. gallon.

1.33 “Gas” shall mean natural gas and casinghead gas as produced from wells classified as gas wells or oil wells.

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1.34 “Gatherer” means Regency Energy Partners, L.P., as gatherer under the Gathering Agreement, and its successors and assigns.

1.35 “Gathering Agreement” shall have the meaning given to such term in the recitals of this Agreement.

1.36 “Gathering System” shall mean the Gas gathering facilities that are used to gather Customer Gas and deliver it to the Plant, including such facilities that are subject to the Gathering Agreement.

1.37 “Governmental Authority” shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority or entitled to any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

1.38 “Greenhouse Gas Surcharge” shall have the meaning given to such term in Section 9.6(a).

1.39 “Greenhouse Gases” shall mean certain components which may from time to time comprise part of Customer Gas consisting of carbon dioxide, methane, nitrous oxide, and ozone.

1.40 “Gross Heating Value” shall mean the number of Btus liberated by the complete combustion at constant pressure of one (1) cubic foot of Gas, at a base temperature of sixty degrees Fahrenheit (60°F) and at a reference pressure base equal to 14.65 psia, with air of the temperature and pressure of the Gas, after the products of combustion are cooled to the initial temperature of the Gas, and after the water formed by the combustion is condensed to the liquid state. The gross heating value of the Gas shall be corrected for water vapor under testing conditions to the actual water vapor content of the Gas being delivered; provided, however, if the actual water vapor content is seven (7) pounds per 1,000,000 standard cubic feet of Gas or less, the Gas shall be deemed “dry” and no water vapor correction shall be made.

1.41 “Hazardous Substances” shall have the meaning set forth Section 5.3.

1.42 “Ideal Gas Laws” shall mean the thermodynamic laws applying to perfect gases.

1.43 “Inert Constituents” shall mean constituents other than Plant Products contained in Gas, including, without limitation, carbon dioxide, hydrogen sulfide, water vapor, ozone, nitrous oxide and mercury.

1.44 “Interests” shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or Gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.

1.45 “Interruptible Gas” shall have the meaning given to such term in Section 3.5(b).

1.46 “Interruptible Receipts” shall mean receipts of Gas by Processor at the Plant from Customer or any other Person for which Processor is contractually entitled to interrupt its

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performance, in its sole and unfettered discretion, for any reason or no reason, including, without limitation, (i) the overall demand for services in the Plant exceeding the capacity of the Plant, (ii) an event of force majeure (including a Force Majeure under this Agreement), (iii) maintenance (including Maintenance under this Agreement), or (iv) Processor determines that the operation of all or any portion of the Plant will cause injury or harm to persons or property or to the integrity of the Plant, including, without limitation, Customer Gas delivered hereunder in excess of the MDQ.

1.47 “Interruption Day” shall mean any Day in the MQ Period that the quantity of Customer Gas accepted by Processor at the Point of Delivery is less than the lesser of (i) the MDQ in effect for such Day or (ii) ninety percent (90%) of the quantity of Customer Gas nominated hereunder that meets the Specifications and is available for delivery on such Day, due to a Plant Interruption of the type described in clauses (i), (ii), or (iv) in the definition of such term in Section 3.8(a), curtailment, or Processor’s failure to perform hereunder.

1.48 “Losses” shall mean any actual loss, cost, expense, liability, damage, demand, suit, sanction, claim, judgment, lien, fine or penalty, including attorney’s fees, which are incurred by the applicable indemnified Persons on account of injuries (including death) to any person or damage to or destruction of any property, sustained or alleged to have been sustained in connection with or arising out of the matters for which the indemnifying party has indemnified the applicable indemnified Persons.

1.49 “Lost and Unaccounted for Gas” shall mean Gas that is flared, vented and/or lost and unaccounted for in Plant operations.

1.50 “Maintenance” shall have the meaning given to such term in Section 3.6.

1.51 “Maximum Daily Quantity” or “MDQ” shall mean, as to each Day in the Primary Term during each period of time set forth in the table in Exhibit A, the quantity set forth in the column labeled “MDQ” for such period of time in such table, and as to each Day in any Additional Term, the quantity as determined in Section 3.7(b).

1.52 “Measurement Dispute” shall have the meaning given to such term in Section 6.11.

1.53 “Measurement Expert” shall have the meaning given to such term in Section 6.11.

1.54 “Memorandum” shall have the meaning given to such term in Section 2.4.

1.55 “MMBtu” shall mean one million (1,000,000) Btus.

1.56 “MMcf” shall mean one million (1,000,000) cubic feet at a pressure of 14.65 psia and a temperature of sixty degrees Fahrenheit (60°F).

1.57 “Month” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first Day of the calendar month and ending at 9:00 a.m., Central Clock Time on the first Day of the next succeeding calendar month.

1.58 “MQ Period” shall have the meaning given to such term in Section 9.4.

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1.59 “NGL Delivery Point” shall mean the outlet flange of the Plant through which Processor delivers Customer Plant Products to Customer or its designee for Customer’s account.

1.60 “NGL Election” shall have the meaning given to such term in Section 3.1(c).

1.61 “Non-Conforming Gas” shall have the meaning given to such term in Section 5.2(a).

1.62 “Parties” shall have the meaning given to such term in the preamble of this Agreement.

1.63 “Party” shall have the meaning given to such term in the preamble of this Agreement.

1.64 “Performance Assurance” shall have the meaning given to such term in Section 12.5.

1.65 “Permanent Affected Volume” shall have the meaning set forth in Section 3.8(c).

1.66 “Person” shall mean any individual or any corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or other entity.

1.67 “Plant” shall mean that certain initial Gas processing plant to be constructed by Processor or its Affiliate and located in Lincoln Parish, Louisiana.

1.68 “Plant Fuel” shall mean Gas used to operate the Plant.

1.69 “Plant Interruptions” shall have the meaning set forth in Section 3.8(a).

1.70 “Plant Interruption Credit Quantity” shall mean, with respect to any Credit Interruption Day, the difference between (i) the lesser of (a) the MDQ and (b) the quantity of Customer Gas nominated hereunder and that meets the Specifications and is available for delivery at the Point of Delivery on such Credit Interruption Day, and (ii) the quantity of Customer Gas actually accepted by Processor hereunder at the Point of Delivery on such Credit Interruption Day. With respect to the end of any Semiannual Period, the Plant Interruption Credit Quantity shall be the sum of the Plant Interruption Credit Quantities for all Credit Interruption Days as of the end of such Semiannual Period.

1.71 “Plant Operational Date” shall mean the Day on which Processor notifies Customer that the Plant is operational and ready for commercial service; provided, that if such Day is not the first Day of a Month, the Plant Operational Date shall be the first Day of the following Month.

1.72 “Plant Products” shall mean the mixture of liquefiable hydrocarbon components consisting of ethane, propane, normal butane, iso-butane and natural gasoline that Processor recovers and removes from Gas.

1.73 “Point of Delivery” shall mean, collectively:

(a) the custody transfer meter at the Plant at which Customer Gas is measured and delivered;

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(b) the meter or measurement facilities (if any) at which condensate and/or drip liquids that are recovered from the Gathering System, vaporized, and injected into the Plant for further processing are measured;

(c) the meter or measurement facilities (if any) at which Gas recovered by vapor recovery units as part of the condensate stabilization process (if any) and injected into the Plant for further processing are measured; and/or

(d) any other custody transfer meter or measurement facility at which Gas or condensate that is delivered into the Plant for processing that is not measured by any of the meters or measurement facilities described in clauses (a) through (c) above is measured.

1.74 “Point of Measurement” and “Points of Measurement” shall mean a “Receipt Point”, or collectively, all “Receipt Points” as such terms are defined in the Gathering Agreement.

1.75 “Point of Redelivery” shall mean the custody transfer meter at or near the tailgate of the Plant through which Processor redelivers Customer Residue Gas to Customer or its designees for Customer’s account for further transportation on downstream pipelines.

1.76 “PPI” shall mean the “Producer Price Index Industry Data for Oil and Gas Field Machinery and Equipment” as determined and published by the Bureau of Labor Statistics of the United States Department of Labor or its successor index.

1.77 “Primary Term” shall have the meaning given to such term in Section 11.1.

1.78 “Prior Dedications” shall mean, as to the Interests owned by Customer and/or any other Subsidiary in the Dedicated Area as of the Effective Date, all dedications or commitments for processing services burdening such Interests as of the Effective Date as set forth in Exhibit F hereto; and as to any Interests acquired by Customer or any other Subsidiary within the Dedicated Area after the Effective Date, all dedications or commitments for processing services burdening such Interests which are existing as of the time of any such acquisition.

1.79 “Processing Fee” shall have the meaning given to such term in Section 9.1.

1.80 “Processor” shall have the meaning given to such term in the preamble of this Agreement.

1.81 “Residue Gas” shall mean that gaseous portion of Gas delivered at the Point of Redelivery.

1.82 “SEC” shall have the meaning given to such term in Section 12.5(b).

1.83 “Second Plant” shall have the meaning given to such term in Section 3.1(e).

1.84 “Semiannual Deficiency Quantity” shall have the meaning given to such term in Section 9.5.

1.85 “Semiannual Gas Commitment” shall have the meaning given to such term in Section 9.4.

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1.86 “Semiannual Period” shall have the meaning given to such term in Section 9.4.

1.87 “Senior Management Meeting” shall have the meaning given to such term in Section 3.8(c).

1.88 “Separation Facilities” shall mean conventional mechanical separators and any equipment used in any other method of reducing liquefiable hydrocarbons in Gas; provided, however, except for equipment needed to meet the temperature requirements set forth in the Specifications, Separation Facilities shall not include any low-temperature separation equipment, absorption or adsorption facilities.

1.89 “Shrinkage” shall mean that decrease in Thermal Content of Gas that results from the conversion in the Plant of liquefiable components of Gas into Plant Products, but exclusive of Plant Fuel, Inert Constituents removed from Gas and Lost and Unaccounted for Gas.

1.90 “Specifications” shall have the meaning given to such term in Section 5.1.

1.91 “Subsidiary” shall mean, with respect to Memorial Resource Development LLC (the “parent”), at any date, any other Person (a) of which equity interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, any general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

1.92 “Taxes” shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any governmental authority having jurisdiction.

1.93 “Temporary Affected Volume” shall have the meaning given to such term in Section 3.8(b).

1.94 “Thermal Content” shall mean (i) with respect to Gas, the product of a volume of Gas and the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.65 psia, as expressed in MMBtus, and (ii) with respect to a given Plant Product, the product of a volume of such Plant Product and the Gross Heating Value of such Plant Product.

1.95 “Third Party Gas” shall have the meaning given to such term in Section 3.7(a).

1.96 “Third Party Processing Fees” shall mean, with respect to any period of time, the processing fees received by Processor with respect to processing Third Party Gas in the Plant during such period of time.

1.97 “Total Gas Commitment” shall have the meaning set forth in Section 9.4.

ARTICLE II.

CUSTOMER RIGHTS AND OBLIGATIONS

2.1 Dedication. Subject to the other terms and conditions hereof, Customer hereby dedicates for processing under this Agreement and, commencing at 9:00 a.m., Central Clock Time,

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on the Plant Operational Date, shall deliver, or cause to be delivered, hereunder to the Point of Delivery the following (the “Dedication,” and the Gas that is the subject of the Dedication, being herein referred to as the “Customer Gas”):

(a) all Gas produced and saved from wells now or hereafter located on lands covered by the Customer Dedicated Leases or on lands pooled or unitized therewith to the extent such Gas is attributable to Interests now owned by Customer and/or any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to Section 2.8 or otherwise excluded as provided below; and

(b) with respect to such wells for which Customer and/or any other Subsidiary is the operator, Gas produced from such wells that is attributable to Interests in such wells owned by other working interest owners and royalty owners which is not (i) taken “in-kind” by such working interest owners and royalty owners (and which Customer has the contractual right to deliver under this Agreement) or (ii) delivered or used in lease operations as permitted pursuant to Section 2.8, and for which Customer and/or such other Subsidiary has the right and/or obligation to deliver such Gas; provided, however, with respect to Customer Gas that is subject to a Prior Dedication, subject to the Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication.

Notwithstanding the foregoing, the Parties acknowledge and agree that prior to Plant Operational Date, Customer may deliver Customer Gas to other gathering systems, processors and/or pipelines.

2.2 Prior Dedications. Other than the Prior Dedications and the Dedication hereunder, Customer represents and warrants to Processor that, as of the Effective Date, none of the Interests owned by Customer in the Dedicated Area are subject to any other dedication for Gas processing services. Upon termination of a Prior Dedication, the Gas subject to such Prior Dedication shall, to the extent not already subject to the Dedication, automatically be subject to the Dedication for all purposes under this Agreement without any further actions by the Parties.

2.3 Covenant Running with the Land.

(a) So long as this Agreement is in effect, this Agreement shall (i) be a covenant running with the Interests now owned by Customer and any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary and their respective successors and assigns in the Dedicated Area and (ii) be binding on and enforceable by Processor and its successors and assigns against Customer, such other Subsidiaries and their respective successors and assigns.

(b) Prior to assigning any of its Interests, Customer shall notify the potential acquiring party of the existence and terms of the Dedication hereunder.

2.4 Memorandum of Agreement . Within thirty (30) days of the execution of this Agreement, the Parties shall execute, acknowledge, deliver, and record a “short form” memorandum of this Agreement, listing the townships within the Dedicated Area, in the form of Exhibit B attached hereto which shall be placed of record in the parishes comprising the Dedicated Area (the

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“Memorandum”). Customer has delivered to Processor a schedule showing, as of the Effective Date, all Interests owned by Customer and/or any other Subsidiary that cover lands located within the Dedicated Area, which schedule contains, for each such Interest, the name of the instrument creating the Interest, the date of such instrument, the parties to such instrument, the legal description of the lands covered by such instrument and the recording information for such instrument.

2.5 Customer Warranty. Customer represents and warrants to Processor that Customer has the right to process the Customer Gas delivered hereunder and to recover, remove and sell all Plant Products and Inert Constituents as are contained in such Customer Gas.

2.6 No Upstream Processing. Customer agrees that Customer Gas shall be delivered at the Points of Measurement to Gatherer pursuant to the Gathering Agreement without the prior extraction or removal therefrom of any liquefiable hydrocarbons, except as provided in the Gathering Agreement.

2.7 Customer Gas in Excess of Maximum Daily Quantity. Customer may, at its option, deliver additional Customer Gas in excess of the MDQ to Processor on an Interruptible Receipts basis pursuant to this Agreement. To the extent that Processor accepts Customer Gas in excess of the MDQ, such excess Customer Gas shall be treated as Interruptible Gas for purposes of Section 3.5.

2.8 Gas for Lease Operations. Customer reserves the right to withhold from delivery any Customer Gas required for Customer’s oil and gas producing operations with respect to wells within the AMI or lands pooled or unitized therewith.

ARTICLE III.

DELIVERY AND PROCESSING OF GAS

3.1 Plant Operational Date; Initial Operation; Design Basis; Second Plant Option.

(a) Plant Operational Date. Processor shall design, engineer, procure and construct the Plant in a good and workmanlike manner and in accordance with good industry practices, and shall use its commercially reasonable efforts to complete the Plant, and commence service hereunder, on or before March 1, 2015. The Plant, when complete, will have a nominal design capacity of * MMcf per Day. Processor shall provide at least forty-five (45) Days’ prior written notice to Customer of the expected Plant Operational Date. If the Plant Operational Date has not occurred by November 1, 2015, as such date may extended by the occurrence of Force Majeure events affecting Processor not to exceed one-hundred-twenty (120) Days in the aggregate, then Customer may terminate this Agreement upon written notice to Processor; provided, however, (i) in the event that Customer or any Affiliate of Customer, acting in its capacity as a member of the board of managers of Processor, takes any action, directly or indirectly, to materially delay or hinder Processor’s performance of obligations hereunder, then Customer’s right of termination pursuant to this Section 3.1(a) shall not apply, (ii) if the Plant Operational Date occurs after such date, but before Customer notifies Processor of such termination, Customer’s right of termination

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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under this Section 3.1(a) shall expire and be of no further force and effect, and (iii) if any delay of the Plant Operational Date is caused by Customer or any third party operator of upstream or downstream pipelines or facilities sending or receiving Customer Gas, then Customer’s right of termination pursuant to this Section 3.1(a) shall not apply.

(b) Initial Plant Operation. The Parties agree the Plant shall startup and initially operate in ethane rejection mode.

(c) Processing Election. By 5:00 p.m. on the fifth (5^th) Business Day prior to the first Day of each Month commencing with the Month following the date on which Processor notifies Customer that Processor is ready to operate the Plant in full recovery mode, Customer shall notify Processor in writing of Customer’s election (the “NGL Election”) to have the Customer Plant Products for such Month determined using either (i) maximum recovery of Plant Products (“Ethane Recovery Option”) or (ii) minimum recovery of Plant Products (“Ethane Rejection Option”). Should Customer fail to make a timely NGL Election, Customer shall be deemed to have elected to continue the option that is in place for the immediately preceding Month. Notwithstanding Customer’s NGL Election for a given Month, Processor shall not be required to operate its facilities in any particular recovery mode during such Month; provided, however, Customer Plant Products for such Month shall be determined in accordance with Customer’s NGL Election for such Month.

(d) Plant Design Basis. The Plant’s operating performance will be dictated by the quality of Customer Gas. Processor has designed and constructed, and will operate, the Plant based on the gas quality specifications provided by Customer in Exhibit G.

(e) Second Plant Option. Should Customer Gas be projected for a period of over twelve (12) consecutive months to be produced in excess of the nominal design capacity of the Plant, i.e., * MMcf per Day, Customer may, at its option, request in writing that Processor design, engineer, procure and construct a second plant (the “Second Plant”) to process Customer Gas. Processor shall then design, construct, and operate the Second Plant pursuant to terms and provisions substantially similar to those contained in this Agreement. Should Customer make such request, Customer hereby agrees that, upon completion of the Second Plant, Customer’s Semiannual Gas Commitment of Gas to be delivered to the Second Plant shall be * MMBtu per Day and Customer’s Semiannual Gas Commitment for the Plant shall be increased by an amount equal to the difference between (x) * MMBtu per Day and (y) the volume (in MMBtu) of all Gas that is committed to be delivered to the Plant (including Customer’s Gas) at the time the Second Plant is completed.

3.2 Delivery of Customer Gas. Subject to the provisions of this Agreement, any agreement applicable to the Gathering System, and the operational constraints of the Gathering System, Customer (i) shall deliver, or cause to deliver, Customer Gas to Processor at the Point of Delivery. Subject to the provisions of this Agreement, commencing upon the Plant Operational Date, Processor shall accept delivery of Customer Gas at the Point of Delivery hereunder (Customer recognizes Customer Gas in Processor’s custody may be commingled with Third Party Gas and that no segregated services are provided hereunder), and (ii) Customer will use commercially reasonable

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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efforts to deliver Customer Gas at each Point of Measurement at uniform rates of flow and a pressure sufficient to cause the delivery pressure at the Point of Delivery to be not less than 500 Psig, but not greater than the maximum allowable operating pressure of the Plant at the Point of Delivery.

3.3 Processor Commitment. Subject to the provisions of this Agreement, commencing on the Plant Operational Date, Processor hereby agrees to (i) receive and accept hereunder, as Firm Receipts, all volumes of Customer Gas up to the Maximum Daily Quantity, and as Interruptible Receipts, all volumes of Customer Gas in excess of the Maximum Daily Quantity, (ii) process hereunder, as Firm Receipts, all volumes of Customer Gas up to the Maximum Daily Quantity, and as Interruptible Receipts, all volumes of Customer Gas in excess of the Maximum Daily Quantity, (iii) redeliver Customer Residue Gas to Customer or Customer’s designee at the Point of Redelivery, (iv) deliver Customer Plant Products pursuant to Section 3.10 of this Agreement, and (v) at Processor’s option, dispose of Inert Constituents removed from Customer Gas. Notwithstanding any provision herein to the contrary, Processor shall not have any obligation to receive or accept any volumes of Customer Gas if Customer cannot deliver to Processor a minimum of * MMBtu of Customer Gas per Day. Further, should Processor elect not to receive or accept Customer Gas pursuant to the preceding sentence, such Customer Gas shall not be included in the computation of Customer Gas delivered to the Point of Delivery as set forth in Section 9.5(ii)(v).

3.4 Delivery of Customer’s Residue Gas. Customer, or Customer’s designee, shall accept delivery of Customer Residue Gas from Processor at the Point of Redelivery. Subject to the provisions of this Agreement, any agreement applicable to the Gathering System, and the operational constraints of the Gathering System, Processor shall use commercially reasonable efforts to deliver Customer Residue Gas into the facilities of interconnecting pipelines at the Point of Redelivery at a pressure sufficient to overcome the operating pressure existing in such receiving facilities from time to time, but Processor shall not be obligated to install secondary residue compression in the Plant to make deliveries of Customer Residue Gas.

3.5 Receipt and Processing of Gas.

(a) Firm Receipts. Subject to the terms and conditions of this Agreement, from and after the Plant Operational Date, Processor shall receive and process, as Firm Receipts, all Customer Gas tendered by Customer each Day in accordance with this Agreement, up to the MDQ.

(b) Interruptible Receipts. Subject to the terms and conditions of this Agreement, from and after the Plant Operational Date, Processor shall receive and process, as Interruptible Receipts, all Customer Gas tendered by Customer each Day in accordance with this Agreement in excess of the MDQ (“Interruptible Gas”).

3.6 Maintenance. Processor shall be entitled, without liability, to interrupt its performance hereunder to perform necessary or desirable inspections, maintenance, testing, alterations, modifications, connections, repairs or replacements to its facilities as Processor deems necessary (“Maintenance”), with reasonable, advance notice provided to Customer, except in cases

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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of emergency where such notice is impracticable or in cases where the provision of services to Customer pursuant to this Agreement will not be affected; provided that Processor will reasonably cooperate with Customer to minimize adverse effects due to such Maintenance work.

3.7 Customer’s MDQ.

(a) Curtailment. Subject to Plant Interruptions, Processor shall use commercially reasonable efforts to maintain operating capacity of the Plant available to Customer at the Point of Delivery through the Plant to the Point of Redelivery equal to the MDQ. Nothing herein shall restrict the right of Processor to receive, provide services for and redeliver Gas from other third parties (“Third Party Gas”) provided that for any period during which the quantity of Gas available for delivery to the Plant exceeds the physical processing capacity of the Plant for any reason, including Force Majeure, Maintenance, operational considerations or the recovery mode in which the Plant is operating, Processor shall have the right to interrupt or curtail receipts of Gas in accordance with the following:

(i) Interruptible Gas. First, Processor shall curtail all Interruptible Receipts prior to curtailing any Firm Receipts. If Processor curtails some, but not all, Interruptible Receipts on any Day hereunder, Processor shall allocate the processing capacity of the Plant available to customers receiving service on an Interruptible Receipts basis on a pro rata basis based upon Customer’s and each other customer’s actual volume of Gas delivered to the Point of Delivery on the Day immediately preceding the date on which Processor makes such allocation. Such allocation shall remain in effect for the period of the curtailment.

(ii) Firm Receipts. Second, if additional curtailments are required beyond clause (a) above, Processor shall curtail Firm Receipts. If Processor curtails some, but not all, Firm Receipts on any Day, Processor shall allocate the processing capacity of the Plant available to customers receiving service on a Firm Receipts basis on a pro rata basis based upon Customer’s and each other customer’s ratio of its reserved capacity to the total reserved capacity in the Plant. For the purposes of this Agreement, Customer’s reserved capacity shall be the MDQ.

(b) Additional Term MDQ. Subject to Section 3.1(e) hereof, prior to the commencement of any Additional Term, Customer shall provide written notice to Processor of the MDQ that Customer desires under this Agreement for each Annual Period in such Additional Term, not to exceed the MDQ for the most recent Annual Period in the Primary Term or the preceding Additional Term, as applicable; provided, however, the Parties acknowledge and agree that the Semiannual Gas Commitment, Cumulative Gas Commitment and Deficiency Payment shall not apply at any time after expiration of the Primary Term.

3.8 Plant Operations.

(a) Plant Interruptions. The Parties recognize that the processing services to be provided by Processor hereunder may be interrupted from time to time as provided herein. Accordingly, it is agreed and understood by the Parties that the receipt and processing of Customer Gas hereunder by Processor shall be subject from time to time to partial or total

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interruption by Processor in the following circumstances ((i) and (iv) to be determined by Processor) (“Plant Interruptions”): (i) to provide for the safe operation of the Plant, (ii) conditions of Force Majeure affecting Processor, (iii) the inability or failure of downstream transporters to receive Customer Residue Gas or Customer Plant Products at the Point of Redelivery or the NGL Delivery Point, and (iv) Maintenance. Except as provided in this Section 3.8 and in Section 9.5, Processor shall have no liability of any kind to Customer for any Plant Interruptions.

(b) Temporary Release. Notwithstanding anything in this Agreement to the contrary, if after the Plant Operational Date Processor is unable, whether due to Plant Interruptions or otherwise (except for circumstances caused by the gross negligence or willful misconduct of Customer), to provide processing services in the Plant with respect to all or any volume of the Customer Gas that meets the Specifications, then that volume of such Customer Gas for which Processor is unable to provide processing services in the Plant (the “Temporary Affected Volume”) will be temporarily released from the Dedication and the Temporary Affected Volume may be delivered by Customer to other gathering systems, processors or pipelines until Processor provides to Customer written notice that Processor will be able to resume receiving the Temporary Affected Volume hereunder. Customer shall resume delivery of the Temporary Affected Volume under this Agreement as soon as reasonably practicable after receiving such notice from Processor. As soon as practicable after a temporary release, the Parties shall attempt to reach agreement on a solution to the cause of such service interruption.

(c) Permanent Release. If, after the Plant Operational Date, Processor is unable to receive Customer Gas hereunder for processing in the Plant for more than one-hundred fifty (150) Days in any twelve (12) consecutive Month period with respect to Customer Gas that meets the Specifications up to the MDQ for any reason other than (i) circumstances caused by the gross negligence or willful misconduct of Customer, (ii) circumstances caused by the inability of Customer to deliver to Processor a minimum of * MMBtu of Gas per Day, or (iii) the inability or failure of (A) upstream transporters to deliver Customer Gas at the Point of Delivery, or (B) downstream transporters to receive Customer Residue Gas or Customer Plant Products at the Point of Redelivery or the NGL Delivery Point, Customer will provide written notice to Processor along with Customer’s determination of the volume of such Customer Gas for which Processor is unable to provide processing services (“Permanent Affected Volume”), which volume will equal the Daily average of such Customer Gas for which Processor was unable to provide processing services during such twelve (12) Month period. If the Parties have not reached agreement on a solution to such service interruption prior to the end of fourteen (14) Days after Customer notifies Processor, then no later than five (5) Business Days after the end of such fourteen (14) Day period, the senior management of the Parties will meet in person (a “Senior Management Meeting”) and negotiate in good faith in an attempt to reach agreement on an acceptable solution to such service interruption. If the Parties are unable to reach agreement on an acceptable solution to such service interruption during the Senior Management Meeting, then Processor shall, at Customer’s option, permanently release all or part of the Permanent Affected Volume from the Dedication by delivering written notice thereof to Processor. The Parties

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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acknowledge and agree that the one-hundred fifty (150) Days referenced in this Section 3.8(c) shall not include periods of time during which Processor is unable to provide processing services due to (i) any act or omission of any Governmental Authority, (ii) any inability, despite the exercise of commercially reasonable efforts, to acquire replacement equipment used in Plant operations, or (iii) during the pendency of any application for any license, permit or other approval required by any Governmental Authority, in each case, that prevents Processor from providing processing services hereunder, other than due to such occurrences caused by the negligence of Processor, provided that the provisions of Section  3.8(b) would continue to apply during such period.

3.9 Operation of the Plant. Processor shall at all times be entitled to full and complete operational control of the Plant. Processor shall at all times be entitled to manage, operate and reconfigure the Plant and its other facilities in its discretion, and shall have the right to commingle Customer Gas received by Processor with other Gas.

3.10 Delivery of Customer Plant Products. If Processor is not responsible for the marketing of Customer Plant Products, Customer, or Customer’s designee, shall accept delivery of such Plant Products at the NGL Delivery Point. Customer acknowledges that (i) Customer Plant Products will likely be commingled with Plant Products belonging to other parties using Processor’s facilities, and (ii) to the extent Processor is not responsible for marketing Customer Plant Products, Customer will be responsible for making arrangements regarding the further shipment and/or sale of Customer Plant Products. Notwithstanding anything herein contained to the contrary, if Processor is not responsible for the marketing of Customer Plant Products, and if Customer or Customer’s designee fails to accept delivery of such Customer Plant Products at the NGL Delivery Point at any time, Processor shall have the option, but not the obligation, without the need to obtain further authorization from Customer, to (i) sell any such unaccepted volumes of Customer Plant Products either (A) pursuant to the terms of a separate marketing agreement between Customer and Processor in which such parties will negotiate in good faith, or (B) if no such separate marketing agreement is entered into between Customer and Processor, Processor shall pay to Customer the net proceeds of such sale (deducting all of Processor’s costs and expenses related thereto) less a marketing fee of $0.05 per Gallon, and/or (ii) refuse acceptance of or curtail Customer Gas hereunder.

ARTICLE IV.

NOMINATIONS AND BALANCING

4.1 Nomination Procedures. Customer shall nominate gas for processing at the Plant in accordance with Processor’s currently effective nomination procedures. Processor’s nomination procedures will generally comply with the North American Energy Standards Board’s nomination policies and timeline, Processor reserves the right to modify its nomination procedures at any time provided that any modification will not take effect until Processor provides Customer with at least thirty (30) Days’ written notice of such modification.

4.2 Balancing. The Parties shall reasonably cooperate with each other in an effort to keep imbalances at the Plant and with interconnecting residue pipelines to a minimum and trending to zero.

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4.3 Allocation of Received Gas. Processor shall allocate the total quantity of Gas received hereunder on each Day pro rata based upon the actual flows of Customer Gas and Gas from all other customers to the Point of Delivery on such Day.

4.4 Plant Product Allocation Procedure. Each measurement period, Processor shall allocate one hundred percent (100%) of the Plant Products recovered at the Plant based on the hydrocarbon content and fractional analysis of Customer Gas delivered to the Plant, relative to the hydrocarbon content and fractional analysis of all other Gas delivered to the Plant during such measurement period, in each case, as such hydrocarbon content and fractional analysis is determined at the Point of Delivery.

ARTICLE V.

QUALITY

5.1 Gas Quality Specifications. Customer Gas delivered hereunder shall meet each of the quality specifications set forth in Exhibit C attached hereto (collectively, the “Specifications”) at the Point of Delivery. Customer Residue Gas delivered hereunder shall meet the quality specifications of the applicable downstream pipelines connecting to the Point of Redelivery.

5.2 Non-Conforming Gas.

(a) If Customer becomes aware that any Customer Gas fails to conform to the Specifications (such Gas, “Non-Conforming Gas”), Customer, as soon as reasonably possible after becoming aware of such condition, shall give written notice to Processor of the Non-Conforming Gas and the manner in which such Non-Conforming Gas does not conform to the Specifications.

(b) If Processor becomes aware that Non-Conforming Gas is being delivered by Customer hereunder before receiving such written notice from Customer, Processor shall, as soon as reasonably possible after becoming aware thereof, deliver to Customer written notice of such Non-Conforming Gas, which notice may also serve as Processor’s notice of acceptance or rejection of such Non-Conforming Gas pursuant to Section 5.2(c) below.

(c) If any Non-Conforming Gas is tendered for processing by Customer at the Point of Delivery at any time, Processor may in its sole discretion choose to accept or to reject such Non-Conforming Gas.

(i) If Processor chooses to accept Non-Conforming Gas, Processor shall provide written notice to Customer of its acceptance of such Non-Conforming Gas, and the manner in which such Non-Conforming Gas does not conform to the Specifications. Such acceptance will not constitute a waiver of this provision with respect to any future receipt of Non-Conforming Gas. Processor’s option to refuse to accept receipt of Non-Conforming Gas is in addition to other remedies available to Processor under this Agreement. If Processor accepts such Non-Conforming Gas, Customer shall reimburse Processor for the out-of-pocket costs incurred by Processor to accept such Non-Conforming Gas. If Processor determines, in its sole discretion, at any time that the continued acceptance of such Non-Conforming Gas is not operationally feasible, Processor may notify Customer that it intends to discontinue accepting such Non-Conforming Gas.

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(ii) If Processor chooses to reject Non-Conforming Gas, Processor may in its sole discretion shut in such Gas at any time. Processor shall follow up the rejection of Non-Conforming Gas with a written notice of such rejection to Customer, which notice shall specify the manner in which such Non-Conforming Gas does not conform to the Specifications.

(d) If any Non-Conforming Gas is delivered into the Plant, Customer will indemnify, defend, release and hold Processor harmless from and against all Claims arising from or out of the quality deficiency of such Non-Conforming Gas, except that Customer shall have no liability to Processor for any Claims arising from or out of any such Non-Conforming Gas accepted by Processor pursuant to Section 5.2(c)(i) above, but only with respect to, and to the extent of, the exceptions to the Specifications set forth in the applicable written notice of acceptance.

5.3 Hazardous Substances. Gas tendered by Customer for processing hereunder shall not contain any substance that is determined to be a contaminant or a hazardous waste or substance under the Resource Conservation and Recovery Act, 42 U.S.C. Section 1857, et seq., as amended from time to time, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as amended from time to time, and the regulations issued thereunder, including 40 C.F.R. Parts 302 and 355, together with any other applicable environmental, health, or safety statutes (other than hydrocarbons and/or the natural constituent elements thereof) (collectively, “Hazardous Substances”).

5.4 Environmental, Health and Safety Laws. Customer warrants that, with respect to the Gas tendered at the Point of Delivery, it has complied or caused others to comply with all environmental, health, and/or safety statutes and regulations.

ARTICLE VI.

MEASUREMENT AND TESTING

6.1 Measurement Equipment. Processor shall install, maintain and operate, or cause to be installed, maintained and operated, suitable meters and/or other necessary equipment of ample size and proper type for accurate measurement of the following:

(a) the volume of each type of Plant Product extracted from Gas delivered to the Plant for processing;

(b) the volume, Gross Heating Value and components of Gas used as Plant Fuel in processing Gas in the Plant;

(c) the volume, Gross Heating Value and components of Gas delivered to the Plant inlet for processing, including the mass, flowing density, and sampling necessary to the determination of liquid yield, by component; and

(d) the volume, Gross Heating Value and components of Residue Gas.

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6.2 Measurement Standards. Measurement facilities installed, owned, operated and maintained by Processor or its designees hereunder and processing of the data obtained therefrom shall be done so in accordance with generally accepted measurement standards as prescribed in, but not limited to, the latest versions of:

(a) ANSI/API 2530, AGA Report No. 3, API 14.3, GPA 8185 “Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids”;

(b) GPA 8182, API 14.7 “Mass Measurement of Natural Gas Liquids”;

(c) GPA 8173, API 14.4 “Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes”;

(d) GPA 2172, API 14.5, “Calculation of Gross Heating Value, Specific Gravity, and Compressibility of Natural Gas Mixtures from Compositional Analysis”;

(e) API 14.6 “Installing and Proving Density Meters”;

(f) API 21 “Flow Measurement Using Electronic Metering Systems”;

(g) API 14.8 “Liquefied Petroleum Gas Measurement”;

(h) API 5.6 “Measurement of Liquid Hydrocarbons by Coriolis Meters”;

(i) AGA Report No.8, API 14.2 “Compressibility Factors of Natural Gas and Other Related Hydrocarbon Gases” per “Detailed Methodology”;

(j) GPA 2165 “Standard for Analysis of Natural Gas Liquid Mixtures by Gas Chromatography”; and

(k) GPA 2166 “GPA Methods of Obtaining Natural Gas Samples for Analysis by Gas Chromatography”.

Where electronic gas measurement (“EGM”) and flow computers are used, the Parties will use and accept the electronic derivations, measurements and calculations in lieu of mechanical recordings, chart integration and subsequent calculations. The official EGM data from the measuring equipment will remain the property of Processor, or its designee, but upon request by Customer, Processor, or its designee, will submit its records and EGM data, together with calculations to Customer for inspection and verification, subject to their return to Processor, or its designee, within thirty-five (35) Days after their receipt.

6.3 Measurement Factors. As related to Gas measurement hereunder:

(a) The unit of volume shall be one (1) cubic foot of Gas at a base temperature of sixty degrees Fahrenheit (60°F) and at a base pressure of fourteen and sixty-five hundredths (14.65) pounds per square inch absolute. The atmospheric pressure shall be assumed to be a constant, determined by elevation and specific site location, regardless of the variations of such atmospheric pressure from time to time.

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(b) Temperature shall be determined by use of a recording thermometer so installed that it may continuously record the temperature of Gas passing the meters.

(c) The specific gravity shall be determined by calculation from fractional analyses of proportional samples taken at Processor’s measurement facilities.

(d) Corrections for deviation from Ideal Gas Laws shall be made for all Gas metered hereunder as prescribed in the applicable standards.

(e) The Daily arithmetical flow weighted average recorded for temperature, the factor for specific gravity, and the corresponding correction for deviation from Ideal Gas Laws applicable during each Day shall be used to make computations of volumes hereunder.

6.4 Measurement Accuracy Verification.

(a) Custody Transfer Meters. The accuracy of the measurement facilities specified herein and used for custody transfer of Customer Gas shall be verified at least once each year. Customer shall be given reasonable notice and shall have the right to be present at the time of any installing, reading, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting done in connection with Processor’s measuring equipment hereunder. If after notice, Customer fails to have a representative present, the results of the tests shall, nevertheless, be considered accurate until the next tests are made and upon request by Customer, Processor shall furnish Customer a written copy of such test results. The costs of all tests of such measuring equipment shall be borne by Processor except that the costs for additional tests requested by Customer shall be borne by Customer.

(b) Non Custody Transfer Meters. The accuracy of the measurement facilities specified herein and used for applications other than custody transfer shall be verified at least once each year.

6.5 Measurement Error. If at any time any of the measuring or testing equipment is found to be out of service or registering inaccurately in any percentage, it shall be adjusted to read accurately, within the limits prescribed by the manufacturer. If at any time any of the measuring or testing equipment used for custody transfer is out of service or inaccurate by an amount exceeding five percent (5%) at a reading corresponding to the average rate of flow for the period since the last preceding test, the previous readings of such equipment shall be disregarded for any period definitely known or agreed upon, or for a period of one-half of the time elapsed since the last test of the measuring equipment affected, not to exceed fifteen (15) Days. The volume measured during such period shall be estimated by (a) using the data recorded by any check measuring equipment if installed and registering accurately, or if not installed or not registering accurately, (b) by correcting the error if the percentage of error is ascertainable by calibration, test, or mathematical calculation, or if neither (a) or (b) is feasible, (c) by estimating the quantity or quality measured, based upon deliveries under similar conditions during a period when the equipment was registering accurately. No correction shall be made for recorded inaccuracies of five percent (5%) or less.

6.6 Customer’s Right of Inspection. At all times during business hours, Customer shall have the right to inspect measurement equipment used for custody transfer purposes that is installed or furnished by Processor, or its designee, and the charts and other measurement or testing data

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retained by Processor. The reading, calibration and adjustment of all metering equipment and changing of charts hereunder shall be done only by Processor or Processor’s designee. Processor shall preserve all original test data, charts, and other similar records for a period of at least one (1) year or longer if required by law or regulation.

6.7 Gross Heating Value Determination. The Gross Heating Value of Customer Gas shall be determined each Month by taking flow proportional stream samples at the Point of Delivery, or any other mutually agreed point, using a continuous proportional to flow sampling device. The samples will be collected for testing prior to the end of each Month. Processor shall compute, or cause to be computed, the Gross Heating Value from fractional analysis of the sample. The result shall be controlling and effective in the Month succeeding the Month in which the sample is obtained. The Gross Heating Value of Customer Gas to be used for the first Month of production after initial flow has begun will be determined from spot samples which will be collected at each Point of Measurement approximately one (1) week after initial flow begins. The Gross Heating Value so determined shall be corrected from the condition of testing to a dry basis.

6.8 Hydrocarbon Content. Processor shall determine, or cause to be determined, the hydrocarbon content of Customer Gas, Gas from other sources delivered to the Plant for processing, Residue Gas, and Plant Fuel by a test conducted each Month. Such samples shall be taken at a flow rate, pressure and temperature which will yield equitable and representative test results.

6.9 Fractional Analysis. Fractional analysis of test samples shall be performed by Processor at the laboratory of Processor’s choosing, through the use of gas chromatography equipment or such other method as may be commonly used in the industry. From such fractional analysis, Processor shall determine the composition in mole percent of each of the following chemical compounds: (a) carbon dioxide, (b) nitrogen, (c) methane, (d) ethane, (e) propane, (f) iso-butane, (g) normal butane, (h) iso-pentane, (i) normal pentane and (j) hexanes and heavier hydrocarbons. Processor shall compute or cause to be computed, the Gross Heating Value, specific gravity, Plant Products content and correction factors for deviation from Ideal Gas Laws from this fractional analysis of samples. The results from these analyses shall be controlling and effective in the Month succeeding the Month in which the sample is obtained and shall apply to all subsequent deliveries until such time as new samples are obtained and analyzed. Processor shall furnish to Customer each such fractional analysis and Gross Heating Value which will accompany the statement described in Section 12.1 herein.

6.10 Modifications to Measurement Procedures. Processor reserves the right, in consultation with Customer, to modify the measurement procedures from time to time in order to conform with the measurement standards set forth in Section 6.2 herein for the Plant and/or to remove any inequities which may be found to exist, and it is agreed that any such modification will be applicable to this Agreement; provided, however:

(a) Processor shall give Customer at least thirty (30) Days’ written notice prior to any change or modification to such measurement procedures; and

(b) Such modification shall be in accordance with Gas Processors Association and API measurement standards and practices; and

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(c) Any change or modification to such measurement procedures shall be consistently applied to all customers who deliver Gas to the Plant for processing.

6.11 Measurement Disputes. Any dispute, controversy, or claim arising out of or in connection with this Article VI (a “Measurement Dispute”) which the Parties are unable to resolve shall be referred to and determined by an expert agreed upon by both Parties in good faith (the “Measurement Expert”), as the sole and exclusive remedy of the Parties as to the Measurement Dispute. The decision of the Measurement Expert shall be final and binding upon the Parties.

ARTICLE VII.

PLANT PRODUCTS AND CUSTOMER RESIDUE GAS

7.1 Conveyance of Rights to Processor. Customer does hereby grant, bargain, sell, transfer, convey and assign to Processor, its successors and assigns, (i) the right to consume Customer Gas as Plant Fuel, Shrinkage and Lost and Unaccounted for Gas, (ii) the right to sell Customer Plant Products for the account of Customer pursuant to Section 3.11 hereof, and (iii) the right to sell Customer Gas, Customer Residue Gas, and/or Customer Plant Products pursuant to Section 12.6 hereof.

7.2 Title to Customer Gas and Plant Products. Subject to other terms and conditions hereof, title to Customer Gas and all constituents thereof, including, without limitation, Customer Plant Products, shall remain in Customer’s name at all times.

ARTICLE VIII.

PLANT FUEL, LOST AND UNACCOUNTED FOR AND SHRINKAGE

8.1 Calculation of Plant Fuel and Lost and Unaccounted for Gas. The Thermal Content of Customer Gas that is consumed as Plant Fuel and Lost and Unaccounted for Gas in the processing of Customer Gas during a given Month shall be determined by multiplying (i) the total quantity of Btus consumed as Plant Fuel and Lost and Unaccounted for Gas in Plant operations during such Month by (ii) a fraction, the numerator of which is the total Gallons of Customer Plant Products recovered and saved during such Month, and the denominator of which is the total Gallons of Plant Products recovered and saved in the Plant from all Gas processed at the Plant during such Month.

8.2 Calculation of Shrinkage. Customer’s share of Shrinkage shall be calculated by Processor each Month by multiplying (i) the number of Gallons of each produced component of the mixed stream of Plant Products as determined and allocated to Customer Gas pursuant to the terms of this Agreement, by (ii) the Btu equivalent of each such component as set forth in the GPA Technical Standards Publication No. 2145-03, as revised from time to time, and as adjusted to sixty degrees Fahrenheit (60°F) and 14.65 psia pressure base, with the aggregate Btus of all such components constituting Customer’s share of Shrinkage hereunder.

8.3 Plant Fuel, Shrinkage and Lost and Unaccounted for Gas. Customer shall bear one hundred percent (100%) of the Plant Fuel, Shrinkage and Lost and Unaccounted for Gas attributable to processing Customer Gas, which will be deducted in determining Customer Residue Gas. For the avoidance of doubt, Customer shall not bear any costs related to third-party gas, if any.

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ARTICLE IX.

COMPENSATION AND FEES

9.1 Processing Fee. Processor shall invoice Customer at the end of each Month, and Customer shall pay Processor, a fee equal to the product of (i) (a) * per MMBtu for all Customer Gas up to the MDQ, and (b) * per MMBtu for all Interruptible Gas, as adjusted pursuant to Section 9.3 below (the “Processing Fee”), multiplied by (ii) the actual quantity of Gas and vaporized condensate (in MMBtu) delivered to and processed in the Plant as measured and allocated to Customer at the Point of Delivery hereunder during such Month.

9.2 Stabilization Facilities. The Parties acknowledge and agree that any condensate or drip liquids recovered from the Gathering System at or near the Point of Delivery may be vaporized and processed at the Plant. If Customer desires Processor to install stabilization facilities to stabilize and treat any condensate or drip liquids recovered from the Gathering System at or near the Point of Delivery, Customer shall notify Processor in writing of such desire. Customer and Processor shall negotiate in good faith to enter into a separate agreement for providing such stabilization services upon mutually agreeable terms.

9.3 Fee Adjustment. One half of the Processing Fee shall be adjusted on each anniversary of the Plant Operational Date by a factor, the numerator of which is the PPI for the latest available month that is no longer subject to revision prior to the date on which such adjustment is being made, and the denominator of which is the PPI (using the same base date) for the corresponding month in the preceding calendar year; provided, however, if such calculation would result in a factor of less than 1.00, then such factor shall be deemed to equal 1.00.

9.4 Minimum Quantity Commitment. Subject to the terms hereof, beginning on the Plant Operational Date, Customer agrees to make available at the Points of Measurement for delivery to the Plant on the Gathering System, (i) for each six (6) Month period of time as set forth in the table below (each, a “Semiannual Period”), at least the quantity of Customer Gas (in MMBtu/day) set forth in the table below for such Semiannual Period (the “Semiannual Gas Commitment”) and (ii) on or before the end of the fifteenth (15th) Annual Period following the Plant Operational Date (such fifteen (15) Annual Periods, the “MQ Period”), at least an aggregate quantity of * MMBtu of Customer Gas (the “Total Gas Commitment”). The first Semiannual Period in the table below will commence on the Plant Operational Date.

Semiannual Period	Semiannual Gas Commitment (in MMBtu/day)	Cumulative Gas Commitment (in MMBtu)
First Six Months of Annual Period 1	*	*
Second Six Months of Annual Period 1	*	*
First Six Months of Annual Period 2	*	*
Second Six Months of Annual Period 2	*	*
First Six Months of Annual Period 3	*	*
Second Six Months of Annual Period 3	*	*
First Six Months of Annual Period 4	*	*

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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Semiannual Period	Semiannual Gas Commitment (in MMBtu/day)	Cumulative Gas Commitment (in MMBtu)
Second Six Months of Annual Period 4	*	*
First Six Months of Annual Period 5	*	*
Second Six Months of Annual Period 5	*	*
First Six Months of Annual Period 6	*	*
Second Six Months of Annual Period 6	*	*
First Six Months of Annual Period 7	*	*
Second Six Months of Annual Period 7	*	*
First Six Months of Annual Period 8	*	*
Second Six Months of Annual Period 8	*	*
First Six Months of Annual Period 9	*	*
Second Six Months of Annual Period 9	*	*
First Six Months of Annual Period 10	*	*
Second Six Months of Annual Period 10	*	*
First Six Months of Annual Period 11	*	*
Second Six Months of Annual Period 11	*	*
First Six Months of Annual Period 12	*	*
Second Six Months of Annual Period 12	*	*
First Six Months of Annual Period 13	*	*
Second Six Months of Annual Period 13	*	*
First Six Months of Annual Period 14	*	*
Second Six Months of Annual Period 14	*	*
First Six Months of Annual Period 15	*	*
Second Six Months of Annual Period 15	*	*

9.5 Deficiency Payments. If a Semiannual Deficiency Quantity (as defined below) exists as of the end of any Semiannual Period, then Customer shall pay to Processor an amount equal to the product of * (such product being the “Deficiency Payment”). “Semiannual Deficiency Quantity” means *. Any such Deficiency Payments made by Customer shall be treated by Processor as prepayment of the Processing Fee for Customer Gas that may be delivered by Customer after the date on which Customer has delivered the Total Gas Commitment and shall be credited by Processor to the payment of the Processing Fee that otherwise would be payable hereunder for such quantities of Customer Gas delivered during the Primary Term until such prepaid fees have been exhausted. Deficiency Payments due by Customer hereunder shall be paid by Processor as provided in Article XII.

9.6 Certain Other Payments.

(a) Greenhouse Gas Surcharge. If, as a result of any new or amended law, rule or regulation, Processor incurs additional costs related to any Greenhouse Gas attributable to Customer Gas hereunder or any additional costs related to any Greenhouse Gas are imposed

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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with respect to Processor’s operations hereunder (any such additional cost, a “Greenhouse Gas Surcharge”), then Processor shall be responsible for and shall pay up to twenty percent (20%) of such Greenhouse Gas Surcharge and Customer shall reimburse Processor for the remaining eighty percent (80%) of such Greenhouse Gas Surcharge. Notwithstanding the foregoing, Customer shall retain ownership of and sole responsibility for any carbon emissions and/or other Greenhouse Gases contained within or removed from the Gas received by Processor at the Point of Delivery. If Customer is required to make any payment hereunder with respect to a Greenhouse Gas Surcharge imposed on the Plant generally, and not specifically with respect to Customer Gas, Customer shall only be responsible for its ratable share of such Greenhouse Gas Surcharge based on the average volume of Customer Gas delivered to the Plant and the average volume of all other Gas delivered to the Plant.

(b) If, exclusive of any Greenhouse Gas Surcharge, any material fee or charge is assessed upon Processor by a Governmental Authority after the Effective Date in connection with the performance of services for Customer Gas on behalf of Customer hereunder, excluding normal fees or charges that are incurred by Processor irrespective of whether Processor provides the services on behalf of Customer and excluding Taxes addressed in Article XVI, then Processor may increase the then-effective Processing Fee by up to ten percent (10%) to account for such fees or charges (to the extent such fees or charges are attributable to Customer Gas); provided, however, the cumulative effect of all such increases pursuant to this Section 9.6(b) (but exclusive of any Greenhouse Gas Surcharges or any adjustment pursuant to Section 9.3) during the Primary Term may not exceed thirty percent (30%) of the initial Processing Fee (as the same may be adjusted pursuant to Section 9.3 from time to time). If, in Processor’s reasonable judgment, an increase in the Processing Fee of more than ten percent (10%) would be required to place Processor in substantially the same economic position as it was in prior to the imposition or assessment of such fees or charges, Processor may call for a Senior Management Meeting to take place within thirty (30) Days of written notice to Customer, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees or charges. If the Parties are unable to agree on an economic adjustment within sixty (60) Days of the Senior Management Meeting, then Processor may, in its sole discretion, terminate this Agreement without penalty by delivering Customer written notice of Processor’s intent to terminate. Such termination shall be effective, at the option of Customer, (i) as of 9:00 a.m. on the first Day of the Month which follows the Month that Processor delivered its notice of intent to terminate, or (ii) as of 9:00 a.m. on the first Day of the Month which is twelve (12) Months after such date, provided that the Processing Fee for such twelve (12) Month period before such termination shall be increased to place Processor in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Customer shall exercise such option by delivery of written notice to Processor of Customer’s election within ten (10) Business Days of receipt of Processor’s notice to terminate, provided that if Customer has not responded to Processor by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above.

(c) Customer shall be entitled to audit Processor’s applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section

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9.6 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the Plant. If such audit shall reflect that such increase was not justifiable in accordance with the foregoing, Processor shall promptly credit the amount of such discrepancy to Customer, unless Processor disagrees with the results of such audit, in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Section 15.3 hereof.

9.7 Electric Compression Reimbursement. If Processor installs electric-driven compression in lieu of or in addition to Gas-driven compression at the Plant, then, each Month, Customer shall pay Processor an amount determined by multiplying (i) 90% of the total cost of electricity at the Plant during such Month used for compression by (ii) a fraction, the numerator of which is the total Gallons of Customer Plant Products recovered and saved during such Month, and the denominator of which is the total Gallons of Plant Products recovered and saved in the Plant from all Gas processed at the Plant during such Month. If Customer or Processor at any time believes that the determination in the preceding sentence does not reflect the costs of electric-driven compression at the Plant that should be allocated to Customer hereunder, either Party may provide notice to such other Party. Upon the delivery of such notice, the Parties agree to discuss and negotiate in good faith whether any changes in such allocation are appropriate under the circumstances.

ARTICLE X.

ROYALTIES; WARRANTY OF TITLE

10.1 Royalties. As between Processor and Customer, Customer shall at all times have the obligation to account for and pay or cause to be paid all royalties, overriding royalties, and other sums due on production and to make settlement with all other Persons having an interest in Customer Gas delivered hereunder. Customer shall indemnify, defend and hold Processor harmless against all loss, damage, and expense, including reasonable attorney’s fees, of every character on account of adverse claims to all such Gas delivered to Processor hereunder, and royalties, taxes, payment, or other charges due thereon or attributable thereto.

10.2 Title; Warranties Regarding Title. Customer warrants that it will have, at the time of receipt of Gas at the Point of Delivery for processing hereunder, control of and good title to and/or the full right and authority to deliver such Gas to Processor for processing hereunder. Customer warrants that the Gas delivered to Processor hereunder shall be free and clear of all liens, encumbrances, and claims whatsoever (other than liens, encumbrances and claims granted by Company to secure any credit facility or indebtedness), and that it will have at such time of receipt good right and title to the Gas or the right to process such Gas hereunder. If any claim is made challenging Customer’s right to deliver such Gas to Processor, Processor has the right to suspend receipt or deliveries of such Gas hereunder until such issue is finally resolved to the reasonable satisfaction of Processor. Processor shall not take any action that would result in the creation of any liens, encumbrances or claims created by, through or under Processor on Customer Gas or the Residue Gas and Plant Products attributable thereto.

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ARTICLE XI.

TERM

11.1 Term. This Agreement shall commence on the Effective Date and, unless otherwise terminated as provided herein, shall continue in full force and effect until fifteen (15) years after the Plant Operational Date (the “Primary Term”). The term of this Agreement shall continue for additional terms of one year each (each an “Additional Term”) unless this Agreement is terminated by either Party as of the end of the Primary Term or an Additional Term, as applicable, by providing not less than one-hundred eighty (180) Days prior written notice of termination to the other Party.

11.2 Termination for Cause. This Agreement may be terminated upon (i) a breach termination date, or (ii) exercise by a Party of its rights under any provision of this Agreement expressly providing such Party termination rights. For purposes of this Section 11.2, “breach termination date” means the date on which either Processor or Customer, upon written notice to the other Party, terminates this Agreement upon (x) a material breach by such other Party of this Agreement and (y) the failure by the breaching party to cure such breach (A) within sixty (60) Days after receipt of written notice thereof from the terminating party, or (B) if such breach is not curable within such sixty (60) Day period, failure by the breaching party to diligently pursue its cure within thirty (30) Days after receipt of written notice thereof from the terminating party (provided, however, that notwithstanding the foregoing, the non-defaulting Party may terminate this Agreement if such breach is not cured within seventy-five (75) Days of written notice of breach); further provided, however, that (i) in order to exercise such termination right, the terminating party shall not be in material breach of this Agreement; and (ii) the cure period for undisputed payments shall be ten (10) Days.

ARTICLE XII.

STATEMENTS AND PAYMENTS

12.1 Invoices and Statements. On or before the fifteenth (15th) Day of each Month, Processor shall provide to Customer an invoice and statement for the previous Month setting forth the calculation of the net amount due hereunder to Processor, and with respect to Customer Plant Products that are marketed by Processor, the net amount due to Customer.

12.2 Payment of Statements. Within fifteen (15) Days following receipt of each of Processor’s invoices and statements, Customer or Processor, as applicable, shall make payment to the other Party of all undisputed amounts by wire transfer, in accordance with the account information provided herein, unless another form of payment is agreed to in writing by the Parties. Should a Party fail to make payment in full of all undisputed amounts within such time period, interest shall accrue on the unpaid balance at the Default Interest Rate, but not to exceed any lesser maximum legal rate. If Customer fails to pay Processor amounts due hereunder and such failure is not cured within ten (10) Business Days’ written notice from Processor to Customer, Processor may suspend receipt and delivery of Customer Gas without prejudice to any other available remedies at law or in equity.

12.3 Billing Disputes. If a good faith dispute arises as to any amount payable hereunder, the Party responsible for payment shall nevertheless pay when due the amount not in dispute. Such payment shall not be deemed to be a waiver of the right to recoup any overpayment. If either Party withholds payment of any disputed amount as authorized herein, such Party shall, within ten (10)

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Days after the due date of the statement for the Month to which the disputed amount pertains, submit to the other Party a written explanation of the dispute and any available supporting documentation. The Parties shall then cooperate in good faith to resolve such dispute as expeditiously as possible. If either Party fails to forward the entire undisputed amount due to the other Party when same is due, interest on the unpaid portion shall accrue at the Default Interest Rate, from time to time, or the maximum legal rate, whichever is the lesser, from the date such payment is due until the same is paid.

12.4 Audit Rights. Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than one (1) time per twelve (12) consecutive Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep records and books of the account in accordance with generally accepted accounting principles and practices in the industry. Each invoice and statement shall be final as to both Parties unless questioned in writing within twenty four (24) Months following such invoice and statement.

12.5 Creditworthiness. If Processor has reasonable grounds for doubting the ability of Customer to perform its obligations hereunder, Processor shall have the right to request and receive from Customer adequate assurance of performance (“Performance Assurance”) which shall mean sufficient security in a form, an amount and for the term reasonably specified by Processor. Customer at its option may then provide one of the following forms of security:

(a) Post an irrevocable standby letter of credit in a form and from a bank satisfactory to Processor; or

(b) Provide a prepayment or a deposit.

If the credit of Customer’ s guarantor is deemed to be satisfactory in Processor’ s opinion, the demand for Performance Assurance can be satisfied with a guarantee issued on behalf of Customer in a form, amount and tenor acceptable to Processor, but only for as long as the credit of Customer’ s guarantor continues to be acceptable to Processor.

Should Customer or its guarantor fail to provide Performance Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Processor shall have the right to suspend performance under this Agreement until such time as Customer furnishes Performance Assurance.

12.6 Intentionally Deleted.

12.7 Intentionally Deleted.

ARTICLE XIII.

LIABILITY OF THE PARTIES

13.1 Control and Possession of Gas and Plant Products. As between Customer and Processor, Customer shall be deemed in control and possession of the Gas delivered for processing

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hereunder and responsible for any Claims or Losses caused thereby until such Gas shall have been delivered at the Point of Delivery. As between Customer and Processor, Processor shall be deemed in control and possession of the Gas delivered for processing hereunder and Plant Products recovered from such Gas and, except as provided in Section 5.2(d), Section 9.6, Article X, Section 13.3, Section 16.2 and Section 19.10, shall be responsible for any Claims or Losses caused thereby until Residue Gas shall have been delivered to Customer or its designee at the Point of Redelivery, and Customer Plant Products have been delivered to Customer or its designee at the NGL Delivery Point. Except as otherwise provided in Section 5.2(d), Section 9.6, Article X, Section 13.3, Section 16.2 and Section 19.10, the Party who has control and possession of the Gas or Plant Products shall be responsible for and shall indemnify the other Party for any Claims or Losses caused thereby and occurring while the Gas or Plant Products is in the indemnifying Party’s control and possession.

13.2 Waiver of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY EXEMPLARY OR PUNITIVE DAMAGES OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING LOSS OF USE, LOST PROFITS OR REVENUES, COST OF CAPITAL, CANCELLATION OF PERMITS, UNABSORBED TRANSPORTATION OR STORAGE CHARGES, TERMINATION OF CONTRACTS, OR TORT OR CONTRACT CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH HEREOF, IRRESPECTIVE OF WHETHER CLAIMS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THIS SECTION 13.2 SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS LIMITED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

13.3 Inert Constituents. Customer shall retain title to all Inert Constituents in Gas (collectively, whether any such Inert Constituents are removed from the Gas or not, “Customer’s Inert Constituents”), delivered by Customer under this Agreement. To the extent that Processor removes Customer’s Inert Constituents from such Gas and Customer has not made arrangements to utilize, market or dispose of Customer’s Inert Constituents, Processor may, but is not required to, dispose of Customer’s Inert Constituents by venting or other methods. If (i) venting Customer’s Inert Constituents is ever prohibited or disallowed for any reason or is deemed by Processor to be uneconomic, or (ii) additional costs are required to vent, dispose of or handle Customer’s Inert Constituents due to rules, regulations or other laws, then Customer shall promptly (A) make alternate arrangements to utilize, market and/or dispose of Customer’s Inert Constituents at Customer’s sole cost and expense, (B) notify Processor in writing and in reasonable detail of such alternate arrangements, and (C) reimburse Processor for any costs incurred by Processor in delivering Customer’s Inert Constituents for such utilization, marketing and/or disposal. If Customer fails to comply with Customer’s obligations under the immediately preceding sentence, Processor shall have the right, but not the obligation, without notice to Customer, to make arrangements for utilization, marketing and/or disposal of Customer’s Inert Constituents for

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Customer’s account and at Customer’s sole cost and expense; and Customer shall promptly reimburse Processor upon demand for any costs and expenses incurred by Processor in connection with such arrangements by Processor. CUSTOMER HEREBY RELEASES, INDEMNIFIES, DEFENDS AND HOLDS HARMLESS PROCESSOR AND PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, TAXES, PENALTIES AND FEES ARISING OUT OF OR IN ANY WAY RELATING TO (I) CUSTOMER’S INERT CONSTITUENTS, INCLUDING, WITHOUT LIMITATION, THE UTILIZATION, MARKETING OR DISPOSAL THEREOF, AND/OR (II) ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, POLLUTION, OR CONTAMINATION ARISING OUT OF OR RELATING TO CUSTOMER’S INERT CONSTITUENTS, EXCEPT TO THE EXTENT THAT ANY SUCH CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, TAXES, PENALTIES OR FEES ARE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNITEE.

13.4 Indemnification. (a) SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTIONS 13.2 AND 13.3, PROCESSOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CUSTOMER AND CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES, INCLUDING THIRD PARTY CLAIMS, ARISING OUT OF OR RELATING TO: (i) THE OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY PROCESSOR TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PROCESSOR, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR LOSSES ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER OR ANY OF CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, AND (ii) ANY BREACH OF THIS AGREEMENT BY PROCESSOR.

(b) SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 13.2, CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PROCESSOR AND PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES, INCLUDING THIRD PARTY CLAIMS, ARISING OUT OF OR RELATING TO: (i) THE OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY CUSTOMER TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR LOSSES ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF PROCESSOR OR ANY OF PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, AND (ii) ANY BREACH OF THIS AGREEMENT BY CUSTOMER.

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ARTICLE XIV.

FORCE MAJEURE

14.1 Suspension of Obligations. If either Customer or Processor is rendered unable, wholly or in part, by reason of Force Majeure, from carrying out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder), then upon said Party’s giving written notice and reasonably full particulars of such Force Majeure to the other Party, which shall be done as soon as practicable after the occurrence of the cause relied on, the obligations of the Party giving such notice (other than the obligation to make payment of amounts due hereunder), so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall be remedied with all reasonable dispatch.

14.2 Definition of Force Majeure. The term “Force Majeure” shall mean acts of God, acts of any Governmental Authority, compliance with rules, regulations or orders of any Governmental Authority, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, extreme temperatures, storms, hurricanes, floods, or other adverse weather conditions, washouts, arrests and restraint of rulers and people, civil disturbances, explosions, breakage or accident to equipment, machinery or lines of pipes, freezing of wells or lines of pipes, partial or entire failure or refusal of operators of upstream or downstream pipelines or facilities to receive Gas or Plant Products or increases in pressure of upstream or downstream pipelines or facilities, requisitions, directives, diversions, embargoes, priorities or expropriations of Governmental Authorities, legal or de facto, whether purporting to act under some constitution, decree, law or otherwise, the necessity for making repairs, alterations, enlargements or connections to, or performing maintenance on, machinery or facilities, inability to secure rights of way, transportation embargoes or failures or delays in transportation or poor road conditions, and, without limitation by enumeration, any other cause or causes, whether of the kind herein enumerated or otherwise, not reasonably within the control of the Party claiming suspension, which, by the exercise of due diligence, such Party shall not have been able to avoid.

14.3 Strikes. The settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty. The requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party, when such is deemed inadvisable in the discretion of the Party having the difficulty.

ARTICLE XV.

GOVERNING LAW; VENUE; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement is entered into in the State of Louisiana and shall be governed, interpreted and construed in accordance with the laws of the State of Louisiana without regard to the conflicts of laws provisions thereof.

15.2 Venue. Exclusive venue for any suit, action or proceeding brought by either Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Lincoln Parish, Louisiana. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection

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they may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the state and federal courts situated in Lincoln Parish, Louisiana.

15.3 Negotiation. Prior to submitting any dispute for resolution by a court, a Party shall provide written notice to the other of the occurrence of such dispute. If the Parties have failed to resolve the dispute within fifteen (15) Business Days after such notice was given, the Parties shall seek to resolve the dispute by negotiation between senior management personnel of each Party. Such personnel shall endeavor to meet and attempt to amicably resolve the dispute. If the Parties are unable to resolve the dispute for any reason within thirty (30) Business Days after the original notice of dispute was given, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 15.3 shall not limit a Party’s right to initiate litigation prior to the expiration of the time periods set forth in this Section 15.3 if application of such limitations would prevent a Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g., statutes of limitation, prescription, etc.).

ARTICLE XVI.

TAXES

16.1 Taxes on Processing and Plant Products. Any Tax in the nature of a processing Tax, or any Tax on Plant Products resulting from the processing of Customer Gas, or the sale of Plant Products extracted therefrom, and any and all other Taxes now or hereafter levied, assessed, or collected on Plant Products extracted, saved and sold from Customer Gas, shall be borne by Customer. In the event Processor is liable and/or required to pay any such Tax for or on behalf of Customer, Customer shall reimburse Processor for such taxes pursuant to Processor’s invoice for the same.

16.2 Other Taxes. Customer shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem and similar or other Taxes levied or imposed with respect to Customer Gas, and Customer shall bear and pay all Taxes levied or imposed with respect to Customer Residue Gas. In the event Processor is required to pay or remit any such Tax for Customer, Customer shall reimburse Processor for such taxes pursuant to Processor’s invoice for the same. Customer hereby agrees to indemnify, defend and hold harmless Processor from and against any and all Claims and Losses arising out of or related to such Taxes. This indemnity and defense obligation shall survive the expiration or termination of this Agreement.

16.3 Taxes on Processing Facilities. Notwithstanding anything in this Agreement to the contrary, Customer shall not be liable hereunder for any (x) Taxes (including ad valorem taxes) assessed against Processor based on Processor’s income, revenues, gross receipts, net worth or ownership of the Plant or any equipment or facilities related thereto, and (y) state franchise, license and similar Taxes required for the maintenance of Processor’s corporate existence.

ARTICLE XVII.

ASSIGNMENT

17.1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

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17.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Processor may assign this Agreement without Customer’s consent in connection with the sale or transfer of the Plant, and (iv) Customer may assign or partially assign this Agreement without Processor’s consent in connection with the sale or transfer of all or part of Customer’s Interests subject to the Dedication, provided that such assignee has a credit rating reasonably acceptable to Customer at the time of such sale or transfer. If any such transfer described in (i) through (iv) above occurs, (a) the transferee (other than any grantee under any lien, pledge, encumbrance or security interest) shall assume in writing the obligations and liabilities of the transferor under this Agreement (the “Assumed Obligations”); (b) in the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the Assumed Obligations, provided that Processor’s combined obligations to Customer and to any partial transferee of Customer shall be no greater than Customer’s obligations prior to such transfer; and (c) no transfer or succession to the interest of Customer hereunder, wholly or partially, shall affect or bind Processor until the first of the month following the date Processor has received a copy of the recorded transfer document or other proof satisfactory to Processor that the claimant is legally entitled to such interest.

ARTICLE XVIII.

NOTICES AND STATEMENTS

18.1 Notice. Any notice, statement, payment, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

Processor:	NOTICES AND CORRESPONDENCE:
	PennTex Midstream Partners, LLC Attn: Thomas Karam, Chief Executive Officer 11931 Wickchester Lane, Suite 300
	Houston, Texas 77043 Fax:
	ACCOUNTING MATTERS:
	PennTex Midstream Partners, LLC Attn:                      11931 Wickchester Lane, Suite 300
	Houston, Texas 77043 Fax:

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	PAYMENT BY WIRE OR ACH:
	PennTex Midstream Partners, LLC
	ABA:
	Account No.:
Customer:	NOTICES AND CORRESPONDENCE:
	WildHorse Resources, LLC
	Attn: Anthony Bahr, Chief Executive Officer9805 Katy Freeway, Suite 400
	Houston, Texas 77024
	with a copy to:
	Memorial Resource Development LLC
	Attn: General Counsel
	1301 McKinney Street, Suite 2100
	Houston, TX 77010
	ACCOUNTING MATTERS:
	WildHorse Resources, LLC
	Attn: Revenue Accounting9805 Katy Freeway, Suite 400
	Houston, Texas 77024
	PAYMENT BY WIRE OR ACH:
	[                    ]

Such notices, statements, payments, claims or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mail or regular mail, the notice shall be deemed to have been received on the Day receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, on the Business Day following the Day on which it was transmitted and confirmed by transmission report or such earlier time as confirmed orally or in writing by the receiving Party.

18.2 Change of Address. Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

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ARTICLE XIX.

MISCELLANEOUS

19.1 Entire Agreement. This Agreement, including any attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by both Parties expressly identifying it as an amendment or modification hereof.

19.2 Confidentiality . The Parties agree that the terms of this Agreement shall be considered confidential, shall be kept confidential and shall not be disclosed during the term of this Agreement to any Person that is not a Party, except:

(a) to an Affiliate or an owner or indirect owner of such Party;

(b) to the extent such information is required to be furnished in compliance with applicable law, or pursuant to any legal proceedings or because of any order of any Governmental Authority binding upon a Party;

(c) to prospective purchasers of the assets or equity interests of a Party;

(d) to prospective or actual attorneys engaged by either Party where disclosure of such information is essential to such attorney’s work for such Party;

(e) to prospective or actual contractors and consultants engaged by either Party where disclosure of such information is essential to such contractor’s or consultant’s work for such Party;

(f) to a bank or other financial institution to the extent appropriate to a Party arranging for funding;

(g) to the extent such information must be disclosed pursuant to any rules or requirements of any stock exchange having jurisdiction over such Party or its Affiliates;

(h) to its respective employees, subject to each Party taking customary precautions to ensure such information is kept confidential; and

(i) any information which, through no fault of a Party, becomes a part of the public domain.

Except as provided in subsection 19.2(b) above, any third party receiving information pursuant to this Section  19.2 shall first execute a confidentiality agreement with the Parties prior to receiving such information.

19.3 Waiver. Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

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19.4 No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant to Article XVII hereof.

19.5 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

19.6 Published Indices. Unless expressly provided otherwise herein, if any published price index referred to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement.

19.7 Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

19.8 Contract Interpretation. In this Agreement, unless a clear contrary intention appears:

(a) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(b) the singular number includes the plural number and vice versa;

(c) reference to any gender includes each other gender;

(d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(e) reference to any law means such law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated hereunder, and reference to any section or other provision of any law means that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(f) “hereunder,” “hereof,” “hereto,” “herein,” “hereby,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

(g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

-35-

(h) “or” is used in the inclusive sense of “and/or”;

(i) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

(j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto;

(k) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; and

(l) all references in this Agreement to an “Article,” “Section,” “subsection,” or “Exhibit” shall be to an Article, Section, subsection, or Exhibit of this Agreement, unless the context requires otherwise.

19.9 Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If either Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform with the requirements of such law or regulation.

19.10 Federal Jurisdiction. Customer shall take no action that, directly or indirectly, could result in Processor being subjected to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act. If Customer takes any such action, in addition to all other remedies available to it in connection with such breach, Processor shall have the right to terminate this Agreement immediately. Customer shall be responsible and pay for and shall release, defend, indemnify and hold harmless Processor to the maximum extent permitted under applicable laws, from any and all Claims and Losses arising from or out of any act or omission of Customer which results in Processor or its Affiliates becoming subject to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act. In addition to the foregoing, Processor may terminate this Agreement without penalty if Processor or the Plant becomes subject to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act, and Processor elects to discontinue providing processing or other service to all customers on the Plant.

19.11 Reports to Governmental Authorities. Processor does not represent or warrant that any information it may furnish to Customer under the provisions of this Agreement will satisfy any of the requirements that may be imposed by any applicable state or federal laws and by any applicable orders, rules, and regulations of any Governmental Authorities having jurisdiction. Further, Processor does not assume the responsibility for the making of any reports to any Governmental Authorities that are required to be made by or on behalf of Customer.

19.12 Material Adverse Change. If a federal or state statute, regulation or order enacted or imposed by a Governmental Authority after the Effective Date effects a change to a substantive provision of this Agreement that has a material adverse impact upon the performance or benefits of either Party under this Agreement, including, without limitation, the imposition of terms, conditions, or rate restrictions that materially adversely affect the economic positions of the Parties under this Agreement, then the Parties will enter into good faith negotiations to attempt to revise this

36

Agreement and any other ancillary agreements between Customer and Processor so that (a) performance under this Agreement is no longer impacted in a material adverse fashion and (b) this Agreement and any other ancillary agreements between Customer and Processor are revised in a manner that preserves, to the maximum extent possible, the respective economic positions of the Parties. Each Party will provide reasonable and prompt notice to the other Party as to any proposed law, regulations or any regulatory proceeding or actions that could cause such Party to invoke its rights under this Section 19.12. If, despite their good faith efforts, the Parties are unable to revise this Agreement in accordance with the above within ninety (90) Days from written notice of the occurrence, then the Party whose performance and/or benefits is impacted in a material adverse fashion will have the right to suspend or terminate this Agreement upon written notice delivered to the other Party within thirty (30) Days after expiration of the ninety (90) Day period with such suspension or termination to be effective no sooner than twelve (12) Months after the date of such written notice. Until such time as this Agreement is suspended or terminated, each Party will meet all obligations under this Agreement, unless otherwise prohibited by law.

19.13 Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

19.14 Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.

19.15 Joint Preparation. The Parties acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

19.16 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

19.17 No Inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement.

19.18 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Any signature delivered by a Party by facsimile transmission or electronically shall be deemed an original signature.

19.19 Survival. The respective indemnification obligations of the Parties set forth in this Agreement and the limitations of liability set forth in Section 13.2 shall survive the expiration of the Term and any termination of this Agreement.

37

19.20 Customer-Affiliate-Subsidiary Obligations. Customer shall not, and shall not permit its Subsidiaries to, seek to avoid its obligations hereunder by acting through an Affiliate which is not a Subsidiary.

[Signature Page Follows]

38

This Agreement is executed by the authorized representatives of the Parties, to be effective on the date first set forth above.

CUSTOMER:
WildHorse Resources, LLC
By:	/s/ Anthony Bahr
Name:	Anthony Bahr
Title:	Chief Executive Officer

39

This Agreement is executed by the authorized representatives of the Parties, to be effective on the date first set forth above.

PROCESSOR:
PennTex North Louisiana, LLC
By:	/s/ Thomas F. Karam
Name:	Thomas F. Karam
Title:	CEO

EXHIBIT A

MAXIMUM DAILY QUANTITY (MDQ)

	MDQ (MMBtu per Day)
Annual Period 1		*
Annual Period 2		*
Annual Period 3		*
Annual Period 4		*
Annual Period 5		*
Annual Period 6		*
Annual Period 7		*
Annual Period 8		*
Annual Period 9		*
Annual Period 10		*
Annual Period 11		*
Annual Period 12		*
Annual Period 13		*
Annual Period 14		*

EXHIBIT A – Page -1-

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

EXHIBIT B

MEMORANDUM OF GAS PROCESSING AGREEMENT

THIS MEMORANDUM OF GAS PROCESSING AGREEMENT (this “Memorandum”) is made and entered into effective as of March 17, 2014 (the “Effective Date”), by and between PennTex North Louisiana, LLC, a Delaware limited liability company (“Processor”), with an address of 11931 Wickchester Lane, Suite 300, Houston, Texas 77043, and WildHorse Resources, LLC, a Delaware limited liability company (“Customer”), with an address of 9805 Katy Freeway, Suite 400, Houston, Texas 77024. Processor and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Customer and Processor entered into that certain Gas Processing Agreement dated as of the Effective Date, as amended from time to time (the “Agreement”).

WHEREAS, the Parties desire to file this Memorandum in the applicable real property records to give notice of the existence of the Agreement and certain provisions contained therein.

NOW THEREFORE, for and in consideration of the premises and mutual covenants contained in the Agreement, the Parties hereby agree as follows:

AGREEMENT

1. Term. The term of the Agreement commenced on the Effective Date and, unless terminated sooner in accordance with its terms, continues in effect until fifteen (15) years after the Plant Operational Date (the “Primary Term”), and shall continue for successive one year terms thereafter (each an “Additional Term”) unless the Agreement is terminated by either Party as of the end of the Primary Term or an Additional Term, as applicable.

2. Definitions.

“Customer Dedicated Leases” means (i) the oil and gas leases described in Schedule 1 attached hereto and (ii) any undeveloped oil and gas leases acquired by Customer or any other Subsidiary in the Dedicated Area after the Effective Date (whether directly from a lessor or acquisitions from other third-parties as lessees).

3. Dedication. As used herein, the “Dedicated Area” shall mean the area described on the plat attached hereto as Schedule 2. Subject to the terms and conditions of the Agreement, Customer has dedicated for processing under the Agreement and, commencing on the Effective Date, shall deliver to Processor the following (the “Dedication,” and the Gas that is the subject of the Dedication, being herein referred to as the “Customer Gas”):

(a) all Gas produced and saved from wells now or hereafter located on lands covered by the Customer Dedicated Leases or on lands pooled or unitized therewith to the extent such Gas is attributable to Interests now owned by Customer and/or any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to the Agreement or otherwise excluded as provided in the Agreement; and

EXHIBIT B – Page -1-

(b) with respect to such wells for which Customer and/or any other Subsidiary is the operator, Gas produced from such wells that is attributable to Interests in such wells owned by other working interest owners and royalty owners which is not (i) taken “in-kind” by such working interest owners and royalty owners (and which Customer has the contractual right to deliver under the Agreement) or (ii) delivered or used in lease operations as permitted pursuant to the Agreement, and for which Customer and/or such other Subsidiary has the right and/or obligation to deliver such Gas; provided, however, with respect to Customer Gas that is subject to a Prior Dedication, subject to the Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication.

4. Processing Services. Processor has agreed to receive, process, and redeliver Customer Gas and the Plant Products attributable thereto for the fees and on and subject to the terms and conditions provided in the Agreement.

5. Covenant Running with the Land. So long as the Agreement is in effect, the Agreement shall (i) be a covenant running with the Interests now owned by Customer and/or any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary and their respective successors and assigns in the Dedicated Area and (ii) be binding on and enforceable by each Party and its successors and assigns against the other Party and its successors and assigns.

6. Incorporation of Terms. The terms and conditions of the Agreement are incorporated herein and made a part hereof for all purposes by this reference. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. Capitalized terms used herein, but not defined herein, shall have the meanings given to such terms in the Agreement.

7. Counterparts. This Memorandum may be executed in one or more originals, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

EXHIBIT B – Page 2

IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties on the dates set forth in their acknowledgements below, but effective as of the Effective Date.

CUSTOMER:
WildHorse Resources, LLC
By:	[Exhibit - Not for Signature]
Name:
Title:
PROCESSOR:
PennTex North Louisiana, LLC
By:
Name:
Title:

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

The foregoing instrument was acknowledged before me by             , the             of WildHorse Resources, LLC, a Delaware limited liability company, on behalf of said limited liability company this             day of             , 2014.

Notary Public in and for the State of [            ]

EXHIBIT B – Page 3

STATE OF [            ]	§
	§
COUNTY OF [            ]	§

The foregoing instrument was acknowledged before me by             , the             of PennTex North Louisiana, LLC, a Delaware limited liability company, on behalf of said limited liability company this             day of             , 2014.

Notary Public in and for the State of [            ]

EXHIBIT B – Page 4

EXHIBIT C

SPECIFICATIONS

Gas received at the Point of Delivery shall meet each specification set forth below:

*

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

EXHIBIT C – Page -1-

EXHIBIT D

AMI

All lands in the State of Louisiana lying north of the township line between townships 14N and 15N, such lands being more particularly depicted as being all lands lying north of the bold red line in the attached map.

Exhibit “E”

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-ADA0001-001	RUBY F HAMNER ET AL	GEBCO INC		2/11/1975	359	91	W4204	LA	Bienville
LA-ADA0001-002	LUCILLE HAMNER COLE ET AL	GEBCO INC		2/17/1975	361	99	W5229	LA	Bienville
					327	17	U9593
LA-ADA0002-000	MARY COURTNEY BRYMER ET VIR	GEBCO INC		2/7/1972	327	17	U9593	LA	Bienville
LA-ADA0003-000	JOE ROSS ET UX	GEBCO INC		3/17/1975	361	10	W4681	LA	Bienville
LA-ADA0004-001	BESSIE LATHAN	GEBCO INC		7/17/1975	361	132	W5305	LA	Bienville
LA-ADA0004-002	WILLIE LEE LATHAN	GEBCO INC		4/28/1975	361	88	W5179	LA	Bienville
LA-ADA0004-003	HAROLD LATHAN	GEBCO INC		4/28/1975	366	149	W7239	LA	Bienville
LA-ADA0005-001	CORBITT LATHAN	GEBCO INC		2/25/1975	359	99	W4272	LA	Bienville
LA-ADA0005-002	ERA HAWK JOHNSON ESTATE	GEBCO INC		7/17/1975	361	133	W5306	LA	Bienville
LA-ADA0005-003	ALICE HAWK BROCKS	GEBCO INC		7/17/1975	361	153	W5471	LA	Bienville
LA-ADA0005-004	ERA JEAN HENDERSON DAVIS	GEBCO INC		7/17/1975	363	2	W5632	LA	Bienville
LA-ADA0005-005	JOHN HENDERSON	GEBCO INC		7/17/1975	363	34	W5718	LA	Bienville
LA-ADA0005-006	HORACE HAWK	GEBCO INC		7/17/1975	363	72	W5931	LA	Bienville
LA-ADA0005-007	THERESA HAWK	GEBCO INC		7/17/1975	361	151	W5469	LA	Bienville
LA-ADA0005-008	BERTA HAWK ALLUMS	GEBCO INC		7/17/1975	361	130	W5303	LA	Bienville
LA-ADA0005-009	WINFRED HAWK	GEBCO INC		8/1/1975	361	131	W5304	LA	Bienville
LA-ADA0005-010	ROY HAWK	GEBCO INC		12/18/1975	366	113	W6891	LA	Bienville
LA-ADA0005-011	LORENZO HAWK	GEBCO INC		5/8/1975	361	152	W5470	LA	Bienville
LA-ADA0005-012	LESTER HAWK	GEBCO INC		4/25/1975	361	159	W5477	LA	Bienville
LA-ADA0007-000	POLLY AUBREY ET AL	GEBCO INC		2/9/1972	327	16	U9592	LA	Bienville
LA-ADA0008-000	JERRY W RUSHING	GEBCO INC		7/17/1975	363	52	W5785	LA	Bienville
LA-ADA0009-001	FANNIE ROSS ROCHELLE ET AL	GEBCO INC		3/27/1975	361	16	W4730	LA	Bienville
LA-ADA0009-002	ROBERT J ROCHELLE	GEBCO INC		4/2/1975	361	42	W4872	LA	Bienville
LA-ADA0010-001	DAVID J ROCHELLE JR	FRANKS PETROLEUM INC		1/26/1971	316	2	U4776	LA	Bienville
LA-ADA0010-002	DASIE MAE ROCHELLE WALKER	FRANKS PETROLEUM INC		1/26/1971	316	3	U4777	LA	Bienville
LA-ARW0001-000	STEVEN ROCHELLE	KCS MEDALLION RESOURCES INC		12/19/2000	899	138	2001-447	LA	Bienville
LA-ARW0003-000	EARLY LEE ROCHELLE	KCS MEDALLION RESOURCES INC		5/19/1998	817	199	98-1843	LA	Bienville
LA-ARW0004-000	BARBARA HARPER RICHARDSON ET AL	LACE OPERATING		7/30/1993	687	246	93-2544	LA	Bienville
LA-ARW0005-000	HAYNESVILLE MERCANTILE CO	SKLARCO LLC		1/5/2005			20051030	LA	Bienville
LA-ARW0006-001	MARIE GREER BUTLER S/P	KCS MEDALLION RESOURCES INC		10/4/2000	901	275	2001-748	LA	Bienville
LA-ARW0006-002	CARL JUSTIN GREER S/P	KCS MEDALLION RESOURCES INC		10/4/2000	895	192	2001-77	LA	Bienville
LA-ARW0006-003	DARLENE LEE GILMER S/P ET AL	KCS MEDALLION RESOURCES INC		10/27/2000	895	208	2001-82	LA	Bienville
LA-ARW0006-004	HENRY WILSON GREER S/P	KCS MEDALLION RESOURCES INC		10/4/2000	895	229	2001-89	LA	Bienville
LA-ARW0006-005	DON D WEBBER S/P	KCS MEDALLION RESOURCES INC		10/12/2000	895	189	2001-76	LA	Bienville
LA-ARW0006-006	THOMAS L GILMER S/P	KCS MEDALLION RESOURCES INC		10/4/2000	895	183	2001-74	LA	Bienville
LA-ARW0006-007	GORDIE T GREEN III S/P	KCS MEDALLION RESOURCES INC		10/12/2000	895	259	2001-99	LA	Bienville
LA-ARW0006-008	BENNIE GREEN MANSHACK SP	KCS MEDALLION RESOURCES INC		10/23/2000	895	265	2001-101	LA	Bienville
LA-ARW0006-009	EVERETT LEE EDWARDS JR ET UX	KCS MEDALLION RESOURCES INC		10/3/2000	895	271	2001-103	LA	Bienville
LA-ARW0006-010	MYRTIS LILLIAN JACKS NOLAN S/P	KCS MEDALLION RESOURCES INC		10/4/2000	895	280	2001-106	LA	Bienville
LA-ARW0006-011	LYNETTE MITCHELL SP	KCS MEDALLION RESOURCES INC		10/18/2000	895	283	2001-107	LA	Bienville
LA-ARW0006-012	EARL NEWTON GREER SP	KCS MEDALLION RESOURCES INC		10/18/2000	895	289	2001-109	LA	Bienville
LA-ARW0006-013	GLORIA ANN MADDRY ET AL	KCS MEDALLION RESOURCES INC		10/3/2000	895	292	2001-110	LA	Bienville
LA-ARW0006-014	PAM ANTHONY SP	KCS MEDALLION RESOURCES INC		10/18/2000	895	322	2001-129	LA	Bienville
LA-ARW0006-015	JOHN THOMAS GREER SP	KCS MEDALLION RESOURCES INC		10/3/2000	895	223	2001-87	LA	Bienville
LA-ARW0006-016	BONNIE FAYE FAY SP	KCS MEDALLION RESOURCES INC		10/6/2000	895	328	2001-131	LA	Bienville
LA-ARW0006-017	LOYD T HAMMONTREE S/P	KCS MEDALLION RESOURCES INC		10/3/2000	895	238	2001-092	LA	Bienville
LA-ARW0006-018	MARY LEE GREEN LATINO S/P	KCS MEDALLION RESOURCES INC		10/3/2000	895	241	2001-93	LA	Bienville
LA-ARW0006-019	MARY LUCILLE CHAPMAN S/P	KCS MEDALLION RESOURCES INC		10/4/2000	895	217	2001-85	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-ARW0006-020	BOBBY GENE GILMER S/P	KCS MEDALLION RESOURCES INC		10/4/2000	895	220	2001-86	LA	Bienville
LA-ARW0006-021	RONALD WAYNE GILMER S/P	KCS MEDALLION RESOURCES INC		10/6/2000	899	41	2001-398	LA	Bienville
LA-ARW0006-022	BETH GREEN MERICLE S/P	KCS MEDALLION RESOURCES INC		10/9/2000	896	11	2001-138	LA	Bienville
	BERTIE LEE O’QUIN ET AL
LA-ARW0006-023	WILLIAM AVERY O’QUINN, III	KCS MEDALLION RESOURCES INC		10/3/2000	903	311	2001-969	LA	Bienville
LA-ARW0007-001	DOROTHY HAMNER STEWART S/P ET AL	KCS MEDALLION RESOURCES INC		10/17/2000	895	232	2001-90	LA	Bienville
LA-ARW0007-002	IRENE HAMNER HOLDER S/P	KCS MEDALLION RESOURCES INC		10/6/2000	895	274	2001-104	LA	Bienville
	PATRICIA COLE DICKSON S/P
LA-ARW0007-003	C/O ARGENT PROPERTY SERVICES, LLC	KCS MEDALLION RESOURCES INC		10/17/2000	895	186	2001-75	LA	Bienville
LA-ARW0007-004	COMMUNITY FOUNDATION OF SHREVEPORT-BOSSIER	KCS MEDALLION RESOURCES INC		10/27/2000	895	226	2001-88	LA	Bienville
LA-ARW0007-005	WASHINGTON & LEE UNIVERSITY	KCS MEDALLION RESOURCES INC		10/30/2000	895	195	2001-78	LA	Bienville
LA-ARW0007-006	KATHRYN COLE EEDS S/P	KCS MEDALLION RESOURCES INC		10/17/2000	895	250	2001-96	LA	Bienville
LA-ARW0007-007	GENE ANNE MARTIN REYNOLDS S/P	KCS MEDALLION RESOURCES INC		11/1/2000	895	268	2001-102	LA	Bienville
LA-ARW0007-008	TIMOTHY H ATKINS S/P	KCS MEDALLION RESOURCES INC		1/24/2001	901	272	2001-747	LA	Bienville
	LEE PATTERSON FUTCH S/P, USAA INVESTMENT MANAGEMENT COMPANY
LA-ARW0008-001	JOHN M FUTCH, AGENT & AIF	KCS MEDALLION RESOURCES INC		10/16/2000	895	325	2001-130	LA	Bienville
LA-ARW0008-002	BERYL LOUISE WHITE SAUCER S/P	KCS MEDALLION RESOURCES INC		10/6/2000	895	256	2001-98	LA	Bienville
LA-ARW0008-003	BEVERLY STEWART OSTROSKA S/P	KCS MEDALLION RESOURCES INC		10/16/2000	895	286	2001-108	LA	Bienville
LA-ARW0008-004	THOMAS B WHITE JR S/P	KCS MEDALLION RESOURCES INC		10/16/2000	895	277	2001-105	LA	Bienville
	ROBERT SINGLETON INDIV AND
	AS AGENT AND A-I-F FOR BELEN M SINGLETON
	WILLIAM SINGLETON, HUSBAND OF SANDRA
LA-ARW0008-005	SINGLETON	KCS MEDALLION RESOURCES INC		10/2/2000	895	205	2001-81	LA	Bienville
LA-ARW0009-001	ALBERT L FAULK S/P	KCS MEDALLION RESOURCES INC		12/1/2000	895	198	2001-79	LA	Bienville
LA-ARW0009-002	MARGARET MELTON MALONE S/P	KCS MEDALLION RESOURCES INC		10/18/2000	895	214	2001-84	LA	Bienville
LA-ARW0009-003	ELEANOR MELTON RIORDAN S/P	KCS MEDALLION RESOURCES INC		10/23/2000	895	253	2001-97	LA	Bienville
LA-ARW0009-004	MARCELLE MARIE MASTERSON S/P	KCS MEDALLION RESOURCES INC		10/30/2000	895	247	2001-95	LA	Bienville
LA-ARW0009-005	JAMES L LOE ET UX	KCS MEDALLION RESOURCES INC		10/18/2000	895	244	2001-94	LA	Bienville
LA-ARW0009-006	SIDNEY P HUFF III, S/P	KCS MEDALLION RESOURCES INC		10/23/2000	895	211	2001-83	LA	Bienville
LA-ARW0009-007	H D MELTON III S/P	KCS MEDALLION RESOURCES INC		10/27/2000	899	44	2001-399	LA	Bienville
LA-ARW0009-008	CAROLYN MELTON MARSH S/P	KCS MEDALLION RESOURCES INC		10/30/2000	895	262	2001-100	LA	Bienville
	HENRY DAYTON THRASH IND & EXEC FOR JANET
LA-ARW0009-009	SMITH THRASH	KCS MEDALLION RESOURCES INC		10/19/2000	895	235	2001-91	LA	Bienville
	LAKEWAY DEVELOPMENT, REPRESENTED BY ROBERT J
LA-ARW0010-001	MCCORMICK, PRESIDENT	KCS RESOURCES INC		2/21/2002	937	293	2002-823	LA	Bienville
LA-ARW0010-002	MARY BELLE TAYLOR HOLSTEAD ET AL	KCS MEDALLION RESOURCES INC		10/30/2000	895	201	2001-80	LA	Bienville
LA-ARW0010-003	JACK TURNER TAYLOR JR S/P	KCS MEDALLION RESOURCES INC		10/30/2000	896	14	2001-139	LA	Bienville
	MOSLEY CUSTODIAL TRUST REP NATL INDEPENDENT
LA-ARW0010-004	TRUST CO	KCS MEDALLION RESOURCES INC		2/13/2001	902	222	2001-827	LA	Bienville
	MARY MOSLEY NEWSOM TRUST TRUST COMPANY OF
LA-ARW0010-005	LOUISIANA	KCS MEDALLION RESOURCES INC		10/27/2000	905	323	2001-1189	LA	Bienville
LA-ARW0011-000	ROBERT PITTS THOMAS S/P	KCS MEDALLION RESOURCES INC		1/13/2001	899	146	2001-448	LA	Bienville
LA-ARW0012-001	VIRGINIA LEE ROGERS	KCS MEDALLION RESOURCES INC		12/10/2001	947	14	2002-2050	LA	Bienville
LA-ARW0012-002	TROY S BROWN ET AL	KCS MEDALLION RESOURCES INC		12/7/2000	899	150		LA	Bienville
LA-ARW0012-003	CHARLES H JOWERS ET UX	KCS MEDALLION RESOURCES INC		12/7/2000	899	155	2001-450	LA	Bienville
LA-ARW0013-001	LORRAINE R GRAY ET AL	KCS MEDALLION RESOURCES INC		4/30/2001	912	259	2001-2248	LA	Bienville
LA-ARW0013-002	RUBY DELITHA GRAY S/P	KCS MEDALLION RESOURCES INC		4/30/2001	912	262	2001-2247	LA	Bienville
LA-ARW0013-003	JOE OREN HARPER JR	WHB EXPLORATION, INC		1/23/1978	390	70		LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	RUBYS WHITLOCK
LA-ARW0014-000	REPRESENTED BY SHIRLEY H JOINER A-I-F	KCS RESOURCES INC		2/14/2002	937	286	2002-822	LA	Bienville
	JIMMIE LEE PARISH BOOKER S/P
LA-ARW0025-001	JUDY TURNER MORRIS, CURATOR	JENCO RESOURCES INC		6/10/1998	819	78	98-2037	LA	Bienville
LA-ARW0025-002	WILLA B HILL GORDON	JENCO RESOURCES INC		6/1/1998	819	83	98-2040	LA	Bienville
LA-ARW0025-003	DARYL C HILL	JENCO RESOURCES INC		6/10/1998	821	193	98-2388	LA	Bienville
LA-ARW0025-004	LYNNWOOD J M HILL	JENCO RESOURCES INC		6/10/1998	835	260	99-238	LA	Bienville
LA-ARW0025-005	PAULINE HILL CRITTON	JENCO RESOURCES INC		6/1/1998	819	85	98-2041	LA	Bienville
LA-ARW0025-006	JACQUELINE M HILL VERNON S/P	JENCO RESOURCES INC		6/10/1998	819	87	98-2042	LA	Bienville
LA-ARW0025-007	DORIS RICHARDSON ET AL	PAR MINERALS CORPORATION		8/16/2001	922	120	2001-3636	LA	Bienville
LA-ARW0025-008	RODNEY HAYWARD HILL S/P	KCS MEDALLION RESOURCES INC		9/28/2001	926	269	2001-4247	LA	Bienville
	JIMMIE LEE PARISH BOOKER S/P
LA-ARW0025-009	JUDY TURNER MORRIS, CURATOR	PAR MINERALS CORPORATION		7/28/2000	886	175	2000-3390	LA	Bienville
LA-ARW0025-010	WILLA B HILL GORDON	PAR MINERALS CORPORATION		7/28/2000	886	173	2000-3389	LA	Bienville
LA-ARW0026-000	DONNA GRIFFITH TOWNS	PAR MINERALS CORPORATION		7/5/2000	886	163	2000-3384	LA	Bienville
LA-ARW0027-001	CANDY LYNN HORNER S/P	KCS MEDALLION RESOURCES INC		10/10/2001	927	272	2001-4397	LA	Bienville
LA-ARW0027-002	BENNIE MAE ROCHELLE CATO ET AL	PAR MINERALS CORPORATION		7/6/2000	886	169	2000-3387	LA	Bienville
LA-ARW0027-003	CURTIS JOHNSON	PAR MINERALS CORPORATION		7/10/2000	892	128	2000-4095	LA	Bienville
	KATHRYN HATTAWAY BROWN INDIV & EXECUTRIX
LA-ARW0028-000	FOR WESLEY H BROWN SR ES	PAR MINERALS CORPORATION		7/5/2000	886	159	2000-3382	LA	Bienville
LA-ARW0029-000	JAMES Y HATTAWAY ET UX	PAR MINERALS CORPORATION		7/5/2000	886	161	2000-3383	LA	Bienville
LA-ARW0030-001	JANET ANN MERRITT ROBINSON SEPARATE PROPERTY	JENCO RESOURCES INC		7/9/1998	821	229	98-2406	LA	Bienville
LA-ARW0030-002	JUDY MERRITT CARTER SEPARATE PROPERTY	JENCO RESOURCES INC		7/9/1998	824	232	98-2407	LA	Bienville
LA-ARW0030-003	MEREDITH LYNN NOEL DAY	KCS MEDALLION RESOURCES INC		12/15/2000	899	53	2001-402	LA	Bienville
LA-ARW0030-004	JOHN C MERRITT SEPARATE PROPERTY	JENCO RESOURCES INC		7/8/1998	825	92	98-3032	LA	Bienville
LA-ARW0030-005	BEVERLY GANTT MAZZA	KCS MEDALLION RESOURCES INC		12/14/2000	899	56	2001-403	LA	Bienville
LA-ARW0030-006	VERONICA LANDRY HARRIS S/P	KCS MEDALLION RESOURCES INC		12/18/2000	899	160	2001-451	LA	Bienville
LA-ARW0030-007	JOHN FOREST BAKER S/P	KCS MEDALLION RESOURCES INC		1/16/2001	900	71	2001-552	LA	Bienville
LA-ARW0030-008	PATSY BAKER CRAMER S/P	KCS MEDALLION RESOURCES INC		12/14/2000	899	83	2001-414	LA	Bienville
LA-ARW0030-009	JAMES NATHAN STEWART	KCS MEDALLION RESOURCES INC		1/18/2001	899	320	2001-502	LA	Bienville
LA-ARW0030-010	JAMES KEITH BAKER II	KCS MEDALLION RESOURCES INC		12/14/2000	899	59	2001-404	LA	Bienville
LA-ARW0030-011	JUAN R BAKER	KCS MEDALLION RESOURCES INC		1/16/2001	899	323	2001-503	LA	Bienville
LA-ARW0030-012	LISA LANDRY MATHEWS S/P	KCS MEDALLIAN RESOURCES INC		12/18/2000	906	1	2001-1190	LA	Bienville
LA-ARW0031-000	JOHN T PYLES A SINGLE MAN	PAR MINERALS CORPORATION		7/10/2000	886	171	2000-3388	LA	Bienville
LA-ARW0032-000	RANDY L EWING ET AL	JENCO RESOURCES INC		8/7/2000	883	277	2000-3116	LA	Bienville
LA-ARW0033-000	JOHN CHARLES THURMOND ET AL	JENCO RESOURCES INC		3/31/1998	817	123	98-1800	LA	Bienville
LA-ARW0034-000	ROBERT L KIDD ET UX	JENCO RESOURCES INC		6/23/1998	819	91	98-2044	LA	Bienville
LA-ARW0035-000	DEE D JOWERS ET UX	PAR MINERALS CORPORATION		9/25/2000	886	282	2000-3423	LA	Bienville
LA-ARW0036-000	WILLAMETTE INDUSTRIES INC	JENCO RESOURCES INC		8/31/2000	883	285	2000-3117	LA	Bienville
LA-ARW0037-001	DANIEL WESLEY REED SP	JENCO RESOURCES INC		6/9/1998	821	237	98-2409	LA	Bienville
LA-ARW0037-002	ROWLAND EVANS REED SP	JENCO RESOURCES INC		6/9/1998	821	239	98-2410	LA	Bienville
LA-ARW0037-003	ROBERT MANRY REED A SINGLE MAN	JENCO RESOURCES INC		10/16/1998	830	16	98-3648	LA	Bienville
LA-ARW0037-004	REBECCA MONTANO AKA REBECCA REED WRIGHT	PAR MINERALS CORPORATION		7/10/2000	886	167	2000-3386	LA	Bienville
LA-ARW0038-000	HORACE RAY CREASY ET UX	JENCO RESOURCES INC		4/1/1998	817	126	98-1801	LA	Bienville
LA-ARW0039-000	JOHNNY W BOOKER	JENCO RESOURCES INC		3/30/2001	908	142	2001-1583	LA	Bienville
LA-ARW0040-001	JOHN BAKER BARR A WIDOWER	JENCO RESOURCES INC		7/21/1998	825	80	98-3028	LA	Bienville
LA-ARW0040-002	DON OTHO MCGEE BAKER JR SP	PAR MINERALS CORPORATION		7/6/2000	886	165	2000-3385	LA	Bienville
LA-ARW0040-003	CAROLE B BENNETT SP	JENCO RESOURCES INC		7/21/1998	825	83	98-3029	LA	Bienville
LA-ARW0040-004	BAKER FORESTS LP	JENCO RESOURCES INC		7/21/1998	825	97	98-3034	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-ARW0040-005	LEWIS TURNER BAKER JR SP	JENCO RESOURCES INC		7/21/1998	825	89	98-3031	LA	Bienville
LA-ARW0040-006	ANNE B JONES A WIDOW ET AL	JENCO RESOURCES INC		7/21/1998	825	86	98-3030	LA	Bienville
LA-ARW0040-007	GENE MAXWELL BAKER SEPARATE PROPERTY	KCS RESOURCES INC		5/24/2002	945	149	2002-1827	LA	Bienville
LA-ARW0041-001	MARY ALMA COURTNEY BRYMER A WIDOW	JENCO RESOURCES INC		6/23/1998	821	181	98-2382	LA	Bienville
LA-ARW0041-002	BARBARA COURTNEY LAND SP FRANCIS W COURTNEY AKA CHARLEEN W COURTNEY	JENCO RESOURCES INC		6/23/1998	821	183	98-2383	LA	Bienville
LA-ARW0041-003	SP	JENCO RESOURCES INC		6/23/1998	821	185	98-2384	LA	Bienville
LA-ARW0041-004	LOUISE B COURTNEY A WIDOW	JENCO RESOURCES INC		6/23/1998	821	189	98-2386	LA	Bienville
LA-ARW0041-P05	JACK M LAND JR	JENCO RESOURCES INC		6/23/1998	821	187	98-2385	LA	Bienville
LA-ARW0042-000	BARBARA COURTNEY LAND ET VIR	JENCO RESOURCES INC		6/23/1998	821	191	98-2387	LA	Bienville
LA-ARW0043-000	ROBERT RICHARDSON JR ET UX	JENCO RESOURCES INC		5/26/1998	817	128	98-1802	LA	Bienville
LA-ARW0044-000	PRENTIS LATHAN ET AL	JENCO RESOURCES INC		4/21/1998	817	119	98-1798	LA	Bienville
LA-ARW0045-000	VERNON LATHAN S/P	JENCO RESOURCES INC		6/9/1998	819	89	98-2043	LA	Bienville
LA-ARW0046-000	RUTH ANN LATHAN SCOTT	JENCO RESOURCES INC		4/24/1998	819	79	98-2038	LA	Bienville
LA-ARW0047-000	RUBY ANN LATHAN SCOTT SP	JENCO RESOURCES INC		4/24/1998	819	81	98-2039	LA	Bienville
LA-ARW0048-000	HENDERSON LATHAN A SINGLE MAN	JENCO RESOURCES INC		4/22/1998	817	117	98-1797	LA	Bienville
LA-ARW0049-000	ORA LEE LATHAN HUNTER A SINGLE WOMAN	JENCO RESOURCES INC		5/11/1998	817	130	98-1803	LA	Bienville
LA-ARW0050-000	POLLY LATHAN SANDERS SP	JENCO RESOURCES INC		4/22/1998	817	121	98-1799	LA	Bienville
LA-ARW0053-001	VIRGINIA DELL RHODES A SINGLE WOMAN	JENCO RESOURCES INC		7/16/1998	825	211	98-3092	LA	Bienville
LA-ARW0053-002	BETTY RHODES BRADLEY SP	JENCO RESOURCES INC		7/16/1998	825	213	98-3093	LA	Bienville
LA-ARW0053-003	WILLIE MAE RHODES DANIEL SP	JENCO RESOURCES INC		7/16/1998	825	215	98-3094	LA	Bienville
LA-ARW0053-004	ANNIE MAE RHODES ROSS SP	JENCO RESOURCES INC		7/16/1998	825	217	98-3095	LA	Bienville
LA-ARW0053-005	ALBERTA RHODES KING SP	JENCO RESOURCES INC		7/16/1998	825	219	98-3096	LA	Bienville
LA-ARW0053-006	ESTER RHODES JR A SINGLE MAN	JENCO RESOURCES INC		7/16/1998	821	241	98-2411	LA	Bienville
LA-ARW0054-000	C A KIDD JR ET UX	JENCO RESOURCES INC		7/1/1998	821	207	98-2395	LA	Bienville
LA-ARW0055-000	PHILIP L TOWNS ET UX	KCS MEDALLION RESOURCES INC		9/28/2001	926	3	2001-4152	LA	Bienville
LA-ARW0056-000	VIRGINIA RHEA AUBREY HARVEY	JENCO RESOURCES INC		7/27/1998	825	208	98-3091	LA	Bienville
LA-ARW0057-000	ORA ELIZABETH HUCKABAY TOWNS S/P	JENCO RESOURCES INC		5/26/1998	817	132	98-1804	LA	Bienville
LA-ARW0058-000	MT LEBANON BAPTIST CHURCH	JENCO RESOURCES INC		7/15/1998	822	56	98-2486	LA	Bienville
LA-ARW0059-000	MT LEBANON HISTORICAL SOCIETY	JENCO RESOURCES INC		7/15/1998	822	52	98-2485	LA	Bienville
LA-ARW0060-000	STEVEN P STROUD ET UX	KCS MEDALLION RESOURCES INC		12/1/2000	899	50	2001-401	LA	Bienville
LA-ARW0061-000	PHILLIP L TOWNS	JENCO RESOURCES INC		7/17/1998	821	243	98-2412	LA	Bienville
LA-ARW0062-001	LANNIS BRACKENS ET AL	PAR MINERALS CORPORATION		4/20/1999	847	36	99-1989	LA	Bienville
LA-ARW0062-002	EDWARD BRACKENS	PAR MINERALS CORPORATION		4/20/1999	847	34	99-1988	LA	Bienville
LA-ARW0063-001	KIMBERLY HILL BRAGDON	PAR MINERALS CORPORATION		4/27/1999	847	97	99-2018	LA	Bienville
LA-ARW0063-002	ANTHONY BRYANT AKA A W BRYANT	PAR MINERALS CORPORATION		4/27/1999	847	95	99-2017	LA	Bienville
LA-ARW0063-003	BARBARA ANN HILL S/P	PAR MINERALS CORPORATION		4/27/1999	847	129	99-2034	LA	Bienville
LA-ARW0063-004	TODD J HILL S/P	PAR MINERALS CORPORATION		4/27/1999	847	99	99-2019	LA	Bienville
LA-ARW0063-005	EVELYN HILL JACKSON ET UX	PAR MINERALS CORPORATION		4/27/1999	847	89	99-2014	LA	Bienville
LA-ARW0063-006	OREATHA HILL REYNOLDS S/P	PAR MINERALS CORPORATION		4/27/1999	847	119	99-2029	LA	Bienville
LA-ARW0063-007	BERNICE HILL WATSON S/P	PAR MINERALS CORPORATION		4/27/1999	847	123	99-2031	LA	Bienville
LA-ARW0063-008	JERRY HILL S/P ET AL	PAR MINERALS CORPORATION		4/27/1999	847	101	99-2020	LA	Bienville
LA-ARW0064-001	WAYNE P SUTTON	PAR MINERALS CORPORATION		4/14/1999	847	57	99-1998	LA	Bienville
LA-ARW0064-002	LAURA J SUTTON HUNTER	PAR MINERALS CORPORATION		4/14/1999	847	55	99-1997	LA	Bienville
LA-ARW0065-001	PAUL HARLAN ET UX	PAR MINERALS CORPORATION		5/4/1999	847	43	99-1991	LA	Bienville
LA-ARW0065-002	MARY PYE CONDREN	PAR MINERALS CORPORATION		5/12/1999	847	51	99-1995	LA	Bienville
LA-ARW0065-003	FRANCES PYE MCELVEEN	PAR MINERALS CORPORATION		5/12/1999	847	49	99-1994	LA	Bienville
LA-ARW0065-004	BETTY GLEN PYE SIMON	PAR MINERALS CORPORATION		5/12/1999	847	45	99-1992	LA	Bienville
LA-ARW0065-005	CYNTHIA PYE WHITTLE	PAR MINERALS CORPORATION		5/12/1999	847	47	99-1993	LA	Bienville
LA-ARW0065-006	NELL PYE SWEETEN	PAR MINERALS CORPORATION		5/12/1999	847	53	99-1996	LA	Bienville
LA-ARW0066-001	LULA B ANDERSON S/P	PAR MINERALS CORPORATION		4/20/1999	847	73	99-2006	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-ARW0066-002	OLETHA STROMAN BELL S/P	PAR MINERALS CORPORATION		4/12/1999	847	79	99-2009	LA	Bienville
LA-ARW0066-003	FLOYD BRYANT	PAR MINERALS CORPORATION		5/26/1999	847	131	99-2035	LA	Bienville
LA-ARW0066-004	CHARLES BRYANT JR	PAR MINERALS CORPORATION		5/26/1999	850	313	99-2606	LA	Bienville
LA-ARW0066-005	SYBELLINE L CHANDLER	PAR MINERALS CORPORATION		5/24/1999	847	105	99-2022	LA	Bienville
LA-ARW0066-006	EARNESTINE HILL CLARK S/P	PAR MINERALS CORPORATION		4/1/1999	847	77	99-2008	LA	Bienville
LA-ARW0066-007	LOU ELLA COCKERHAM	PAR MINERALS CORPORATION		4/13/2000	883	36	2000-2972	LA	Bienville
LA-ARW0066-008	HATTIE MAE HILL COOPER S/P ET AL	PAR MINERALS CORPORATION		4/20/1999	883	69	99-2004	LA	Bienville
LA-ARW0066-009	LONNIE DAVIS S/P ET AL	PAR MINERALS CORPORATION		4/7/1999	883	81	99-2010	LA	Bienville
LA-ARW0066-010	A EUGENE FRAZIER	PAR MINERALS CORPORATION		4/22/1999	883	93	99-2016	LA	Bienville
LA-ARW0066-011	ELBERT GIPSON	PAR MINERALS CORPORATION		6/9/1999	850	315	99-2607	LA	Bienville
LA-ARW0066-012	JOHN L GIPSON	PAR MINERALS CORPORATION		6/9/1999	883	46	2000-2977	LA	Bienville
LA-ARW0066-013	ORA SANDERS GREEN	PAR MINERALS CORPORATION		4/13/1999	847	59	99-1999	LA	Bienville
LA-ARW0066-014	ARTHUR RAY HARDY S/P	PAR MINERALS CORPORATION		4/24/1999	847	111	99-2025	LA	Bienville
LA-ARW0066-015	OLA L HARRIS S/P	PAR MINERALS CORPORATION		4/20/1999	847	65	99-2002	LA	Bienville
LA-ARW0066-016	BOBBY JOE HILL S/P	PAR MINERALS CORPORATION		3/16/2000	883	38	2000-2973	LA	Bienville
LA-ARW0066-017	SANDRA GAIL HILL S/P	PAR MINERALS CORPORATION		4/15/1999	847	109	99-2024	LA	Bienville
LA-ARW0066-018	WILLIAM HILL S/P	PAR MINERALS CORPORATION		4/17/1999	847	83	99-2011	LA	Bienville
LA-ARW0066-019	T W HILL S/P	PAR MINERALS CORPORATION		4/17/1999	847	107	99-2023	LA	Bienville
LA-ARW0066-020	WILLIAM M HILL S/P	PAR MINERALS CORPORATION		4/7/1999	847	85	99-2012	LA	Bienville
LA-ARW0066-021	ANNIE MAE LYLES S/P	PAR MINERALS CORPORATION		4/10/2000	828	225	2000-2398	LA	Bienville
LA-ARW0066-022	BERNICE JOHNSON S/P	PAR MINERALS CORPORATION		4/7/1999	847	75	99-2007	LA	Bienville
LA-ARW0066-023	JUDGE HILL III S/P	PAR MINERALS CORPORATION		3/16/2000	883	48	2000-2978	LA	Bienville
LA-ARW0066-024	JOHN HILL S/P ET AL	PAR MINERALS CORPORATION		5/8/1999	47	113	99-2026	LA	Bienville
LA-ARW0066-025	JOHN MOORE JR	PAR MINERALS CORPORATION		5/24/1999	847	103	99-2021	LA	Bienville
LA-ARW0066-026	RILEY MURPHY	PAR MINERALS CORPORATION		6/10/1999	847	125	99-2032	LA	Bienville
LA-ARW0066-027	CURTIS L MURPHY SR	PAR MINERALS CORPORATION		6/10/1999	847	121	99-2030	LA	Bienville
LA-ARW0066-028	LIZA MURPHY NELSON	PAR MINERALS CORPORATION		6/10/1999	847	127	99-2033	LA	Bienville
LA-ARW0066-029	RUTH LEE NEWMAN	PAR MINERALS CORPORATION		5/24/1999	847	117	99-2028	LA	Bienville
LA-ARW0066-030	BARBARA ANN PEOPLES S/P	PAR MINERALS CORPORATION		5/8/1999	847	115	99-2027	LA	Bienville
LA-ARW0066-031	J W SANDERS JR S/P	PAR MINERALS CORPORATION		4/12/1999	847	87	99-2013	LA	Bienville
LA-ARW0066-032	LINDA HILL SNEED S/P	PAR MINERALS CORPORATION		3/12/2000	883	28	2000-2968	LA	Bienville
LA-ARW0066-033	VIDELURE H STRINGFELLOW S/P	PAR MINERALS CORPORATION		4/15/1999	847	91	99-2015	LA	Bienville
LA-ARW0066-034	DIMP ST ROMAN S/P	PAR MINERALS CORPORATION		4/15/1999	847	61	99-2000	LA	Bienville
LA-ARW0066-035	JETHRO STROMAN S/P	PAR MINERALS CORPORATION		4/15/1999	847	63	99-2001	LA	Bienville
LA-ARW0066-036	JOHN S TURNER JR S/P	PAR MINERALS CORPORATION		3/20/2000	883	32	2000-2970	LA	Bienville
LA-ARW0066-037	BRENDA JOYCE HILL WARE S/P ET AL	PAR MINERALS CORPORATION		4/17/1999	878	221	2000-2396	LA	Bienville
LA-ARW0066-038	GEORGIA H WASHINGTON S/P	PAR MINERALS CORPORATION		4/18/1999	847	71	99-2005	LA	Bienville
LA-ARW0066-039	ETHEL MAE WILLIS S/P	PAR MINERALS CORPORATION		4/10/2000	883	30	2000-2969	LA	Bienville
LA-ARW0066-040	ESSIE H WINZER S/P	PAR MINERALS CORPORATION		4/20/1999	847	67	99-2003	LA	Bienville
LA-ARW0066-041	BOBBY RAY PEOPLES S/P	PAR MINERALS CORPORATION		11/30/2000	952	968	2002-3533	LA	Bienville
LA-ARW0066-042	LESTER RAY SANDERS S/P	PAR MINERALS CORPORATION		12/4/2000	952	962	2002-3530	LA	Bienville
LA-ARW0066-043	JOHN BRYANT III S/P	PAR MINERALS CORPORATION		5/30/2000	889	112	2000-3792	LA	Bienville
LA-ARW0066-044	MONICA ELDER S/P	PAR MINERALS CORPORATION		5/30/2000	952	960	2002-3529	LA	Bienville
LA-ARW0066-045	LEO BRYANT AKA LEO L BRYANT S/P	PAR MINERALS CORPORATION		5/30/2000	952	958	2002-3528	LA	Bienville
LA-ARW0066-046	EMMA LEE QUALLS S/P	PAR MINERALS CORPORATION		4/10/2000	878	229	2000-2400	LA	Bienville
LA-ARW0066-047	EUGENE HARDY S/P	PAR MINERALS CORPORATION		5/18/2000	878	227	2000-2399	LA	Bienville
LA-ARW0066-048	JOHN D BRYANT JR S/P	PAR MINERALS CORPORATION		5/30/2000	883	42	2000-2975	LA	Bienville
LA-ARW0066-049	JOHN W HILL S/P	PAR MINERALS CORPORATION		8/29/2000	887	126	2000-3535	LA	Bienville
LA-ARW0067-000	BETTY WOODARD EVANS	PAR MINERALS CORPORATION		3/12/1999	847	32	99-1987	LA	Bienville
LA-BCR0001-000	GEORGE D PIPES ET AL	C H MURPHY JR		10/22/1947	171	48	14317	LA	Bienville
LA-BCR0002-001	HODGE-HUNT LUMBER CO	C H MURPHY JR		4/28/1948	174	128		LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-BCR0003-000	ANGELA R. VOIVEDICH REVOCABLE TRUST OF 1999	ANADARKO PETROLEUM CORPORATION		5/14/2005			2005-5023	LA	Bienville
LA-BCR0004-000	DAVIS BROTHERS, AGENTS	DAVIS BROTHERS AGENTS		4/21/2008			2008-1787	LA	Bienville
LA-CTR0001-001	KINGFISHER RESOURCES INC	STRAT LAND EXPL CO		1/27/2004	969	256		LA	Bienville
LA-CTR0001-002	HUNT PETROLEUM CORPORATION	STRAT LAND EXPL CO		12/9/2002	954	886		LA	Bienville
LA-CTR0001-003	PETRO-HUNT LLC	STRAT LAND EXPL CO		1/14/2003	955	159		LA	Bienville
LA-CTR0002-001	NELWYN WHITLEY HAWKINS	STRAT LAND EXPL CO		12/21/2002	955	662		LA	Bienville
LA-CTR0002-002	DELWYN WHITLEY PRIEST ET AL	STRAT LAND EXPL CO		12/21/2002	955	659		LA	Bienville
	FAYE H NAZON, INDIV & AS SUCCESSOR TRUSTEE
	UNDER THE FAYE H NAZON DECLARATION OF TRUST
LA-CTR0003-000	DTD 06/27/01	STRAT LAND EXPL CO		11/1/2002	955	791		LA	Bienville
	WEYERHAEUSER COMPANY
LA-CTR0004-000	BY DAVID L GODWIN DIRECTOR MINERAL RESOURCES	STRAT LAND EXPL CO		9/29/2004			2005-1536	LA	Bienville
							2008-1235
LA-LBH0001-001	WEYERHAEUSER COMPANY	PLANTATION OPERATING LLC		1/8/2008			20112282	LA	Bienville
							2008-0389
LA-LBH0001-002	WEYERHAEUSER COMPANY	PLANTATION OPERATING LLC		1/8/2008			20112283	LA	Bienville
							2007-2924
							20112302
							20101854
							2007-2924
	LOUISIANA MINERALS LTD., A TEXAS LIMITED						20112302
LA-LBH0002-001	PARTNERSHIP	ANADARKO PETROLEUM CORPORATION		5/14/2007			20101854	LA	Bienville
							2008-1625
LA-LBH0002-002	KENNETH R HOLLEY S/P	TAGCO INC		3/12/2008			20081625	LA	Bienville
	MARY E. MCILWAIN JOHNSON						2008-1628
LA-LBH0002-003	S/P	TAGCO INC		3/12/2008			2008-1628	LA	Bienville
	LANE ALLISON SEIBERT LARSON						2008-1630
LA-LBH0002-004	S/P	TAGCO INC		3/11/2008			2008-1630	LA	Bienville
							2008-1631
LA-LBH0002-005	MARY LOIS FLEMING MCILWAIN S/P	TAGCO INC		2/20/2008			2008-1631	LA	Bienville
							2008-1629
LA-LBH0002-006	JOHN C. KRONER, IV, S/P	TAGCO INC		3/18/2008			2008-1629	LA	Bienville
	MARGARET H. MOORE REVOCABLE TRUST, BY						2008-1633
LA-LBH0002-007	MARGARET H. MOORE, TRUSTEE	TAGCO INC		3/18/2008			2008-1633	LA	Bienville
							2008-1632
LA-LBH0002-008	LISA KRONER MILLER, S/P	TAGCO INC		3/1/2008			2008-1632	LA	Bienville
							2008-2957
LA-LBH0002-009	T. HUNT PAYNE, S/P	TAGCO INC		6/3/2008			2008-2957	LA	Bienville
							2008-1637
LA-LBH0002-010	SUSAN ALCIE SEIBERT MULLINS	TAGCO INC		3/11/2008			2008-1637	LA	Bienville
	JOHN T. PAYNE, A SINGLE MAN DEALING WITH HIS
LA-LBH0002-011	SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1639	LA	Bienville
							2008-2958
LA-LBH0002-012	JOSEPH FRANCOIS PECARRERE, SR., A WIDOWER	TAGCO INC		3/25/2008			2008-2958	LA	Bienville
							2008-1626
LA-LBH0002-013	NANCY HOLLEY HORTON, S/P	TAGCO INC		3/12/2008			2008-1626	LA	Bienville
	ALBERT J. HOLLEY, JR., DEALING WITH HIS SEPARATE						2008-1624
LA-LBH0002-014	PROPERTY	TAGCO INC		3/19/2008			2008-1624	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	JANE FLEMING PANCHERI, A MARRIED PERSON
LA-LBH0002-015	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-1638	LA	Bienville
	THOMAS M. HUNT, WIDOWER OF ADELAIDE
LA-LBH0002-016	MURDOCK HUNT	TAGCO INC		2/7/2008				LA	Bienville
	DANNY C. BAIRD, A MARRIED PERSON DEALING WITH
LA-LBH0002-017	HIS SEPARATE PROPERTY	TAGCO INC		3/1/2008			2008-1609	LA	Bienville
	MARY HUNT BOUTWELL, A MARRIED PERSON
LA-LBH0002-018	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1611	LA	Bienville
	JULIA M. KRONER ADAMS, A MARRIED PERSON
LA-LBH0002-019	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		3/1/2008			2008-1608	LA	Bienville
	JAYNE HODGE BLACK, A MARRIED PERSON DEALING
LA-LBH0002-020	WITH HER SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-1610	LA	Bienville
	ANN TURBEVILLE CAMPBELL, A MARRIED PERSON
LA-LBH0002-021	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1612	LA	Bienville
	CAROLYN HODGE TURNER, A MARRIED PERSON
LA-LBH0002-022	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1652	LA	Bienville
LA-LBH0002-023	MICHELLE BETH SLUNG, A SINGLE PERSON	TAGCO INC		3/12/2008			2008-1644	LA	Bienville
	MARY MARGARET HODGE SOUR, A WIDOW, DEALING
LA-LBH0002-024	WITH HER SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1648	LA	Bienville
	MARSHA FLEMING EATHERTON, A MARRIED PERSON
LA-LBH0002-025	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1617	LA	Bienville
	ROBERT HODGE TURBEVILLE, A MARRIED PERSON
LA-LBH0002-026	DEALING WITH HIS SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1651	LA	Bienville
	MARY JAYNE TURBEVILLE FOGERTY, A MARRIED
LA-LBH0002-027	PERSON	TAGCO INC		2/20/2008			2008-1620	LA	Bienville
	DARNELL HOLDINGS, LLC, BY JULIA TURBEVILLE
LA-LBH0002-028	DARNELL, MANAGER	TAGCO INC		2/20/2008			2008-1613	LA	Bienville
	JOHN M. SOUR, A MARRIED PERSON DEALING WITH
LA-LBH0002-029	HIS SEPARATE PROPERTY	TAGCO INC		3/1/2008			2008-1646	LA	Bienville
	KATHLEEN FERGUSON HART, A SINGLE PERSON
LA-LBH0002-030	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-2162	LA	Bienville
	ESTHER H. WELCH, A MARRIED PERSON DEALING
LA-LBH0002-031	WITH HER SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-1654	LA	Bienville
	THOMAS FINCH, DEALING WITH HIS SEPARATE
LA-LBH0002-032	PROPERTY	TAGCO INC		3/12/2008			2008-1619	LA	Bienville
LA-LBH0002-033	DEREK WILLIAM SEIBERT, SINGLE	TAGCO INC		3/11/2008			2008-1642	LA	Bienville
LA-LBH0002-034	JOHN A. HICKMAN, SINGLE	TAGCO INC		3/12/2008			2008-1623	LA	Bienville
LA-LBH0002-035	MELISSA K. MCILWAIN STARLING	TAGCO INC		3/12/2008			2008-1649	LA	Bienville
LA-LBH0002-036	ERIC JOHN SEIBERT, SINGLE	TAGCO INC		3/11/2008			2008-1643	LA	Bienville
	JOHN GLASSELL, III, TESTAMENTARY TRUST, BY
LA-LBH0002-037	CAROLYN HODGE TURNER AS TRUSTEE	TAGCO INC		2/20/2008			2008-1621	LA	Bienville
	BENJAMIN NEWTON HARGIS, SEPARATE PROPERTY,
LA-LBH0002-038	SUSAN FRANCIS HARGIS	TAGCO INC		3/14/2008			2008-1622	LA	Bienville
	HARRY B. FLEMING, IV, A MARRIED PERSON DEALING
LA-LBH0002-039	WITH HIS SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-2951	LA	Bienville
	STEWART HUNT, A MARRIED PERSON DEALING WITH
LA-LBH0002-040	HIS SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1627	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	COMADORA MILLARD FERGUSON, JR., DEALING WITH
LA-LBH0002-041	HIS SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-1618	LA	Bienville
	LUCY HUNT DETERDING, A MARRIED PERSON DEALING
LA-LBH0002-042	WITH HER SEPARATE PROPERTY	TAGCO INC		2/20/2008			2008-1614	LA	Bienville
	TRACY FINCH CAIN, A MARRIED PERSON DEALING
LA-LBH0002-043	WITH HER SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-4304	LA	Bienville
	ROBERT BATT DAVIS, REVOCABLE TRUST, BY ROBERT
LA-LBH0002-044	BATT DAVIS, JR., TRUSTEE	TAGCO INC		3/12/2008			2008-1641	LA	Bienville
LA-LBH0002-045	RICHARD L. DUBBS, A WIDOWER	TAGCO INC		3/12/2008			2008-1615	LA	Bienville
	JPMORGAN CHASE FOUNDATION OF NORTHWEST
LA-LBH0002-046	LOUISIANA, JPMORGAN CHASE BANK, N.A., TRUSTEE	TAGCO INC		4/4/2008			2008-2955	LA	Bienville
LA-LBH0002-047	JOAN L. WARREN, A WIDOW	TAGCO INC		3/19/2008			2008-1653	LA	Bienville
	RUBY HOLLEY PETERSON, A MARRIED PERSON
LA-LBH0002-048	DEALING WITH HER SEPARATE PROPERTY	TAGCO INC		3/12/2008			2008-1640	LA	Bienville
LA-LBH0002-049	LEWIS HAMILTON EATHERTON, III	TAGCO INC		3/12/2008			2008-1616	LA	Bienville
	EDWIN W. SOUR, MARRIED AND DEALING WITH HIS
LA-LBH0002-050	SEPARATE PROPERTY	TAGCO INC		3/1/2008			2008-1645	LA	Bienville
LA-LBH0002-051	MARGARET STACY SOUR, A SINGLE WOMAN	TAGCO INC		3/1/2008			2008-1647	LA	Bienville
LA-LBH0002-052	FRANK FINCH	FRANK FINCH		9/29/2008			2009-0822	LA	Bienville
LA-LBH0002-053	TIMOTHY FINCH	TAGCO INC		9/29/2008			2009-1812	LA	Bienville
	CHARLES C. MOORE III, A MARRIED PERSON DEALING
LA-LBH0002-054	WITH HIS SEPARATE PROPERTY	TAGCO INC		3/18/2008			2008-1634	LA	Bienville
	CHESTER HALL MOORE, A MARRIED PERSON DEALING
LA-LBH0002-055	WITH HIS SEPARATE PROPERTY	TAGCO INC		3/18/2008			2008-2161	LA	Bienville
	CLIFTON S. MOORE, A MARRIED PERSON DEALING
LA-LBH0002-056	WITH HIS SEPARATE PROPERTY	TAGCO INC		3/18/2008			2008-1635	LA	Bienville
LA-LBH0002-057	MARGARET E. MOORE, A SINGLE PERSON	TAGCO INC		3/18/2008			2008-1636	LA	Bienville
	LOUISIANA MINERALS LTD., A TEXAS LIMITED
LA-LBH0002-058	PARTNERSHIP	ANADARKO PETROLEUM CORPORATION		5/13/2006			2006-2608	LA	Bienville
LA-LBH0002-059	THOMAS HARLAN FINCH, JR.	GOLDSTON OIL CORPORATION		7/31/2008			2008-5371	LA	Bienville
	JOAN L. WARREN, WIDOW OF JAMES BENJAMIN
LA-LBH0002-060	WARREN; J. BENJAMIN WARREN, JR	TAPPER RESOURCES INC		10/31/2008			2008-5009	LA	Bienville
LA-LBH0002-061	MARGARET H. MOORE, WIDOW OF CHARLES C. MOOR GOLDSTON OIL CORPORATION			6/5/2008			2008-3142	LA	Bienville
LA-LBH0002-062	SHELIA M. HOLLEY ALSUP, A SINGLE WOMAN	GOLDSTON OIL CORPORATION		2/4/2008			2008-4744	LA	Bienville
LA-LBH0002-063	MARTHA N. SURLINE, WIFE OF HARRY D. SURLINE	GOLDSTON OIL CORPORATION		5/19/2008			2008-3986	LA	Bienville
LA-LBH0002-064	TRACY FINCH CAIN, WIFE OF JOHN M. CAIN	GOLDSTON OIL CORPORATION		7/31/2008			2008-3985	LA	Bienville
LA-LBH0002-065	JOHN A. HICKMAN, SINGLE	GOLDSTON OIL CORPORATION		8/4/2008			2008-3984	LA	Bienville
	JPMORGAN CHASE FOUNDATION OF NORTHWEST
LA-LBH0002-066	LOUISIANA	GOLDSTON OIL CORPORATION		7/7/2008			2008-3307	LA	Bienville
LA-LBH0002-067	HARRY B. FLEMING, HUSBAND OF GAYLE F. FLEMING	GOLDSTON OIL CORPORATION		5/22/2008			2008-3148	LA	Bienville
	MARY E. MCILWAIN JOHNSON, WIFE OF JOHN L.
LA-LBH0002-068	JOHNSON	GOLDSTON OIL CORPORATION		2/11/2008			2008-3147	LA	Bienville
	BENJAMIN N. HARGIS, SUSAN FRANCES HARGIS, JOHN
LA-LBH0002-069	GOLDING THOMPSON, III	GOLDSTON OIL CORPORATION		5/21/2008			2008-2622	LA	Bienville
LA-LBH0002-070	DEREK WILLIAM SEIBERT, SINGLE	GOLDSTON OIL CORPORATION		5/23/2008			2008-2621	LA	Bienville
LA-LBH0002-071	CARO P. DOUGHTY, WIFE OF SEVERN C. DOUGHTY	GOLDSTON OIL CORPORATION		5/20/2008			2008-2620	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	SUSAN ALICE SEIBERT MULLINS, WIFE OF BRIAN
LA-LBH0002-072	MULLINS	GOLDSTON OIL CORPORATION		5/23/2008			2008-2619	LA	Bienville
LA-LBH0002-073	MELISSA K. STARLING, SINGLE	GOLDSTON OIL CORPORATION		5/22/2008			2008-2618	LA	Bienville
LA-LBH0002-074	DANNY C. BAIRD, HUSBAND OF GERALDINE R. BAIRD	GOLDSTON OIL CORPORATION		5/22/2008			2008-2617	LA	Bienville
LA-LBH0002-075	ESTHER W. WELCH, WIFE OF KENNETH WELCH	GOLDSTON OIL CORPORATION		5/22/2008			2008-2616	LA	Bienville
	THOMAS M. HUNT, WIDOWER OF ADELAIDE
LA-LBH0002-076	MURDOCK HUNT	GOLDSTON OIL CORPORATION		1/7/2008			2008-2278	LA	Bienville
	JULIA M. KRONER ADAMS, WIFE OF JOHN W. ADAMS,
LA-LBH0002-077	DEALING IN HER SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2233	LA	Bienville
	JOHN M. SOUR, HUSBAND OF TERRI JEAN BROOKS
LA-LBH0002-078	SOUR	GOLDSTON OIL CORPORATION		2/4/2008			2008-2232	LA	Bienville
	MARY MARGARET HODGE SOUR, WIDOW OF ARTHUR
LA-LBH0002-079	W. SOUR, JR.	GOLDSTON OIL CORPORATION		2/4/2008			2008-2231	LA	Bienville
LA-LBH0002-080	THE JOHN GLASSELL, III, TESTAMENTARY TRUST	GOLDSTON OIL CORPORATION		2/4/2008			2008-2230	LA	Bienville
	CAROLYN HODGE TURNER, WIFE OF JOHN S. TURNER,
LA-LBH0002-081	DEALING IN HER SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2229	LA	Bienville
	LISA KRONER MILLER, DEALING IN HER SEPARATE
LA-LBH0002-082	PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2228	LA	Bienville
LA-LBH0002-083	EDWIN W. SOUR, HUSBAND OF DORA MURPHY SOUR	GOLDSTON OIL CORPORATION		2/4/2008			2008-2227	LA	Bienville
LA-LBH0002-084	MARGARET STACY SOUR, A SINGLE WOMAN	GOLDSTON OIL CORPORATION		2/4/2008				LA	Bienville
LA-LBH0002-085	ERIK JOHN SEIBERT, A SINGLE MAN	GOLDSTON OIL CORPORATION		2/4/2008			2008-2223	LA	Bienville
LA-LBH0002-086	JOHN C. KRONER, IV, A SINGLE MAN	GOLDSTON OIL CORPORATION		2/11/2008			2008-2222	LA	Bienville
LA-LBH0002-087	MARY HUNT BOUTWELL, WIFE OF STEVE BOUTWELL	GOLDSTON OIL CORPORATION		2/18/2008			2008-2221	LA	Bienville
	STEWART HUNT, HUSBAND OF KARLA HUNT, HEREIN
LA-LBH0002-088	DEALING WITH HIS SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/18/2008			2008-2220	LA	Bienville
	LUCY HUNT DETERDING, WIFE OF JOHN C. DETERDING,
LA-LBH0002-089	JR	GOLDSTON OIL CORPORATION		2/18/2008			2008-2219	LA	Bienville
	MARY JAYNE TURBEVILLE FOGERTY, WIFE OF BRUCE
LA-LBH0002-090	FOGERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2218	LA	Bienville
	DOROTHY HELEN MILLER SLUNG, WIDOW OF RAFAEL
LA-LBH0002-091	SLUNG	GOLDSTON OIL CORPORATION		2/4/2008			2008-2217	LA	Bienville
	JANE HODGE BLACK, WIFE OF ACE BLACK, DEALING IN
LA-LBH0002-092	HER SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2216	LA	Bienville
	COMADORA MILLARD FERGUSON, JR., HUSBAND OF
LA-LBH0002-093	JO ELLEN GAVIN FERGUSON	GOLDSTON OIL CORPORATION		2/11/2008			2008-2215	LA	Bienville
LA-LBH0002-094	MICHELE BETH SLUNG, A SINGLE WOMAN	GOLDSTON OIL CORPORATION		2/4/2008			2008-2214	LA	Bienville
	RICHARD L. DUBBS, WIDOWER OF MARY E. HOLLEY
LA-LBH0002-095	DUBBS	GOLDSTON OIL CORPORATION		2/4/2008			2008-2213	LA	Bienville
LA-LBH0002-096	ALBERT J. HOLLEY, JR., HUSBAND OF SUSAN HOLLEY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2212	LA	Bienville
	T. HUNT PAYNE, HUSBAND OF VICKIE BESCOE PAYNE,
LA-LBH0002-097	DEALING IN HIS SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2211	LA	Bienville
	RUBY H. PETERSON, WIFE OF RICHARD L. PETERSON,
LA-LBH0002-098	DEALING IN HER SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2210	LA	Bienville
	ANN TURBEVILLE CAMPBELL, WIFE OF MICHAEL
LA-LBH0002-099	CAMPBELL	GOLDSTON OIL CORPORATION		2/4/2008			2008-2209	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	DARNELL HOLDINGS, LLC, A LOUISIANA LIMITED
LA-LBH0002-100	LIABILITY COMPANY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2208	LA	Bienville
	ROBERT BATT DAVIS, JR., REVOCABLE TRUST DATED
LA-LBH0002-101	SEPTEMBER 13, 1999	GOLDSTON OIL CORPORATION		2/4/2008			2008-2207	LA	Bienville
LA-LBH0002-102	JOHN T. PAYNE, A SINGLE MAN	GOLDSTON OIL CORPORATION		2/4/2008			2008-2206	LA	Bienville
LA-LBH0002-103	MARY LOIS FLEMING MCILWAIN, A SINGLE WOMAN	GOLDSTON OIL CORPORATION		2/4/2008			2008-2205	LA	Bienville
	KENNETH R. HOLLEY, HUSBAND OF ALCIE BROWER
LA-LBH0002-104	HOLLEY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2204	LA	Bienville
	NANCY HOLLEY HORTON, WIFE OF HERMAN H.
LA-LBH0002-105	HORTON	GOLDSTON OIL CORPORATION		2/4/2008			2008-2203	LA	Bienville
	ROBERT HODGE TURBEVILLE, HUSBAND OF MARYY
LA-LBH0002-106	ANN H. TURBEVILLE	GOLDSTON OIL CORPORATION		2/4/2008			2008-2202	LA	Bienville
	KATHLEEN FERGUSON HART, DEALING HEREIN WITH
LA-LBH0002-107	HER SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2197	LA	Bienville
	MARSHA FLEMING EATHERTON AND LEWIS
LA-LBH0002-108	HAMILTON EATHERTON, WIFE AND HUSBAND	GOLDSTON OIL CORPORATION		1/7/2008			2008-2195	LA	Bienville
	LANE ALLISON SEIBERT LARSON, A MARRIED WOMAN,
LA-LBH0002-109	DEALING IN HER SEPARATE PROPERTY	GOLDSTON OIL CORPORATION		2/4/2008			2008-2194	LA	Bienville
LA-LBH0002-110	MARGARET E. MOORE, A SINGLE WOMAN,	GOLDSTON OIL CORPORATION		6/5/2008			2008-3143	LA	Bienville
	CLIFTON S. MOORE, HUSBAND OF JEANETTE M.
LA-LBH0002-111	MOORE	GOLDSTON OIL CORPORATION		6/5/2008			2008-3144	LA	Bienville
	CHESTER HALL MOORE, HUSBAND OF LAURA LEA M.
LA-LBH0002-112	MOORE	GOLDSTON OIL CORPORATION		6/5/2008			2008-3306	LA	Bienville
	CHARLES C. MOORE III, HUSBAND OF MICHELLE T.
LA-LBH0002-113	MOORE	GOLDSTON OIL CORPORATION		6/5/2008			2008-3983	LA	Bienville
							4974
LA-LBH0002-114	SHELIA M HOLLEY ALSUP	TAGCO INC		9/26/2008			4974	LA	Bienville
							4998
LA-LBH0002-115	MARTHA JEAN NORRIS SURLINE	TAGCO INC		9/26/2008			4998	LA	Bienville
LA-LBH0003-001	CHARLES A. HARRISON, JR	ANADARKO PETROLEUM CORPORATION		6/22/2005				LA	Bienville
LA-LBH0003-002	HARRISON-SMITH PROPERTIES, LLC	ANADARKO PETROLEUM CORPORATION		4/1/2005				LA	Bienville
	SARAH JANE H. GREER, DEALING WITH SEPARATE AND
LA-LBH0003-003	PARAPHERNAL PROPERTY	CSC INTERESTS INC		4/9/2003				LA	Bienville
	O DELTON HARRISON, DEALING HEREIN WITH HIS
LA-LBH0003-004	SEPARATE PROPERTY	ANADARKO PETROLEUM CORPORATION		5/3/2005				LA	Bienville
	ADELAIDE H. SMITH, DEALING HEREIN WITH HER
LA-LBH0003-005	SEPARATE PROPERTY	ANADARKO PETROLEUM CORPORATION		5/3/2005				LA	Bienville
	WEYERHAEUSER COMPANY, A WASHINGTON
LA-LBH0004-000	CORPORATION	PLANTATION OPERATING LLC		8/2/2004				LA	Bienville
LA-LBH0005-001	DOROTHY HELEN MILLER SLUNG, A WIDOW	ANADARKO PETROLEUM CORPORATION		1/18/2005			2005-2736	LA	Bienville
LA-LBH0005-002	SUCCESSION OF ARTHUR W. SOUR, JR	ANADARKO PETROLEUM CORPORATION		2/10/2005			2005-1744	LA	Bienville
LA-LBH0005-003	JOY AILEEN NORRIS, A SINGLE PERSON	ANADARKO PETROLEUM CORPORATION		4/11/2005			2005-3829	LA	Bienville
LA-LBH0005-004	JAMES A. NORRIS, III, A SINGLE PERSON	ANADARKO PETROLEUM CORPORATION		4/11/2005			2005-3828	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-LBH0005-005	MARY E. HOLLEY DUBBS	ANADARKO PETROLEUM CORPORATION		3/3/2005			2005-1758	LA	Bienville
	RUBY K. PETERSON, A MARRIED WOMAN, DEALING
LA-LBH0005-006	HEREIN WITH HER SEPARATE PROPERTY	ANADARKO PETROLEUM CORPORATION		3/3/2005			2005-1760	LA	Bienville
	HARRY BRADFORD FLEMING AND LUCINDA STEWART
LA-LBH0005-007	FLEMING	ANADARKO PETROLEUM CORPORATION		1/5/2005			2005-1733	LA	Bienville
	THE ONE FOUNDATION, REPRESENTED BY BANK ONE
LA-LBH0005-008	TRUST CO. N.A., TRUSTEE	ANADARKO PETROLEUM CORPORATION		4/5/2005			2005-3089	LA	Bienville
LA-LBH0005-009	MARGARET STACY SOUR, A SINGLE WOMAN	ANADARKO PETROLEUM CORPORATION		1/14/2005				LA	Bienville
LA-LBH0005-010	MARY E. MCILWAIN JOHNSON, A MARRIED WOMAN	ANADARKO PETROLEUM CORPORATION		2/28/2005			2005-189	LA	Bienville
	LOUISIANA MINERALS LTD., A TEXAS LIMITED
LA-LBH0005-011	PARTNERSHIP	ANADARKO PETROLEUM CORPORATION		5/12/2003				LA	Bienville
	KENNETH R. HOLLEY, A MARRIED MAN, DEALING
LA-LBH0005-012	HEREIN WITH HIS SEPARATE PROPERTY	ANADARKO PETROLEUM CORPORATION		3/3/2005				LA	Bienville
LA-LBH0005-013	THOMAS HARLAN FINCH, A WIDOWER	ANADARKO PETROLEUM CORPORATION		3/8/2005			2005-1749	LA	Bienville
LA-LBH0005-014	SHELIA M. HOLLEY ALSUP	ANADARKO PETROLEUM CORPORATION		3/3/2005			2005-1757	LA	Bienville
LA-LBH0006-001	C. P. ANDERSON, HUSBAND OF ESSIE B. ANDERSON	TAPPER RESOURCES INC		3/11/2008			2008-2200	LA	Bienville
LA-LBH0006-002	DELLA ANDERSON LANG, WIFE OF HAWKINS LANG, JR	TAPPER RESOURCES INC		7/4/2008			2008-2279	LA	Bienville
LA-LBH0006-003	JAMES TYRONE ANDERSON, A SINGLE MAN	TAPPER RESOURCES INC		7/4/2008			2008-2184	LA	Bienville
LA-LBH0006-004	KENNETH BELTON, SINGLE	GOLDSTON OIL CORPORATION		10/21/2008			2008-5370	LA	Bienville
	MICHAEL WYSINGER, SHARON WYSINGER MARSHALL,
LA-LBH0006-005	CLIFTON WYSINGER	TAPPER RESOURCES INC		10/28/2008			2008-5369	LA	Bienville
	WILLIAM J. WYSINGER, CLINTON HAROLD WYSINGER,
LA-LBH0006-006	CARLTON WYSINGER, AND EMMETT WYSINGER	TAPPER RESOURCES INC		10/28/2008			2008-5368	LA	Bienville
	DUNCAN E. WYSINGER, HUSBAND OF ANNIE
LA-LBH0006-007	WYSINGER	TAPPER RESOURCES INC		10/28/2008			2008-5367	LA	Bienville
LA-LBH0006-008	KEVIN JACKSON, SINGLE	GOLDSTON OIL CORPORATION		10/21/2008			2008-5012	LA	Bienville
	BARBARA BELTON, BEVERLY BELTON, RONALD
LA-LBH0006-009	BELTON, DAVID BELTON, AND JAMES M BELTON	GOLDSTON OIL CORPORATION		10/21/2008			2008-5011	LA	Bienville
	WANDA GAIL CLARK WILLIAMS, LINDA NELL CLARK
LA-LBH0006-010	BROWN, SHEILA CLARK JONES	GOLDSTON OIL CORPORATION		10/20/2008			2008-5010	LA	Bienville
LA-LBH0006-011	RUTH ANDERSON HENRY, A SINGLE WOMAN	TAPPER RESOURCES INC		4/2/2008			2008-2185	LA	Bienville
LA-LBH0006-012	ANTONIO CORTEZ ANDERSON	TAPPER RESOURCES INC		4/2/2008			2008-3146	LA	Bienville
LA-LBH0006-013	ROBERT GAINES, HUSBAND OF RUTH KNOX GAINES	TAPPER RESOURCES INC		4/2/2008			2008-3145	LA	Bienville
LA-LBH0006-014	ARDELL CLARK, WIDOW OF JERRY CLARK	TAPPER RESOURCES INC		4/3/2008			2008-2625	LA	Bienville
	DOROTHY CAMPBELL, WIDOW OF MILTON CAMPBELL,
LA-LBH0006-015	DEALING IN HER SEPARATE PROPERTY	TAPPER RESOURCES INC		4/3/2008			2008-2623	LA	Bienville
	CHARLIE RAY ANDERSON, HUSBAND OF GAIL
LA-LBH0006-016	ANDERSON	TAPPER RESOURCES INC		4/3/2008			2008-2288	LA	Bienville
LA-LBH0006-017	VIRGIL J. ANDERSON, JR., ASINGLE MAN	TAPPER RESOURCES INC		4/2/2008			2008-2287	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-LBH0006-018	AUSTIN ANDERSON, HUSBAND OF KATIE ANDERSON	TAPPER RESOURCES INC		4/3/2008			2008-2286	LA	Bienville
	CLEOPHUS ANDERSON, A SINGLE MAN, DEALING
LA-LBH0006-019	HEREIN WITH HIS SEPARATE PROPERTY	TAPPER RESOURCES INC		4/2/2008			2008-2285	LA	Bienville
	MORLEE ANDERSON, HUSBAND OF ADA WHITE
LA-LBH0006-020	ANDERSON	TAPPER RESOURCES INC		4/2/2008			2008-2284	LA	Bienville
LA-LBH0006-021	CHRISTINE A. JENKINS, A SINGLE WOMAN	TAPPER RESOURCES INC		4/2/2008			2008-2283	LA	Bienville
	VERNON J. ANDERSON, SR., HUSBAND OF
LA-LBH0006-022	YOWANDALYN ANDERSON	TAPPER RESOURCES INC		4/2/2008			2008-2183	LA	Bienville
LA-LBH0006-023	RUTH ANDERSON, WIDOW OF JOHN LEE ANDERSON	TAPPER RESOURCES INC		4/2/2008			2008-2225	LA	Bienville
LA-LBH0006-024	AUTHOR DESHON ANDERSON	TAPPER RESOURCES INC		4/2/2008			2008-2224	LA	Bienville
	J.C. ANDERSON, A SINGLE MAN; AND NAOMI
LA-LBH0006-025	ANDERSON HOWARD, A SINGLE WOMAN	TAPPER RESOURCES INC		4/3/2008			2008-2199	LA	Bienville
LA-LBH0006-026	MARY ANDERSON WILSON, A SINGLE WOMAN	TAPPER RESOURCES INC		4/2/2008			2008-2193	LA	Bienville
	HELEN ANDERSON PATTERSON, WIFE OF TRULEY
LA-LBH0006-027	PATTERSON	TAPPER RESOURCES INC		4/3/2008			2008-2192	LA	Bienville
	TINA ANDERSON FERMAINT, WIFE OF JOSEPH
LA-LBH0006-028	FERMAINT	TAPPER RESOURCES INC		4/2/2008			2008-2190	LA	Bienville
	ROSIE COLEMAN, WIFE OF EUREL COLEMAN, DEALING
LA-LBH0006-029	HEREIN WITH HER SEPARATE PROPERTY	TAPPER RESOURCES INC		4/2/2008			2008-2188	LA	Bienville
LA-LBH0006-030	VERA CALAHAN, WIFE OF LEROY CALAHAN	TAPPER RESOURCES INC		4/2/2008			2008-2187	LA	Bienville
LA-LBH0006-031	BOBBY ANDERSON, HUSBAND OF ALICE G. ANDERSON	TAPPER RESOURCES INC		4/3/2008			2008-2186	LA	Bienville
	VIRGINIA COLEMAN, DEALING IN HER SEPARATE
LA-LBH0006-032	PROPERTY	TAPPER RESOURCES INC		4/2/2008			2008-2624	LA	Bienville
LA-LBH0006-033	J.D. ANDERSON, HUSBAND OF LINDA FAY ANDERSON	TAPPER RESOURCES INC		4/2/2008			2008-2282	LA	Bienville
	JIMMY ANDERSON, DEALING HEREIN WITH HIS
LA-LBH0006-034	SEPARATE PROPERTY	TAPPER RESOURCES INC		4/2/2008			2008-2280	LA	Bienville
	SHIRLEY ANDERSON, REPRESENTED HEREIN BY HER
LA-LBH0006-035	AGENT AND ATTORNEY IN FACT	TAPPER RESOURCES INC		4/2/2008			2008-2189	LA	Bienville
LA-LBH0007-000	SAINT PAUL MISSIONARY BAPTIST CHURCH	TAPPER RESOURCES INC		4/3/2008			2008-2185	LA	Bienville
	MARTIN TIMBER COMPANY, LLC, A LOUISIANA
LA-LBH0008-000	LIMITED LIABILITY COMPANY	ANADARKO PETROLEUM CORPORATION		11/9/2004			2005-0837	LA	Bienville
	MARY JANET CALDWELL STREBECK, WIFE OF CLAYTON
LA-LBH0009-001	L. STREBECK	TAPPER RESOURCES INC		1/28/2008			2008-2198	LA	Bienville
	WILLIAM DAVID CALDWELL, HUSBAND OF CHARLOTTE
LA-LBH0009-002	EDWARDS CALDWELL	TAPPER RESOURCES INC		1/28/2008			2008-2196	LA	Bienville
	PRISCILLAGAYLE ANDERSON, DEALING HEREIN WITH
LA-LBH0010-001	HER SEPARATE PROPERTY	TAPPER RESOURCES INC		4/2/2008			2008-2281	LA	Bienville
	C.P. ANDERSON AND ESSIE B. ANDERSON, HUSBAND
LA-LBH0011-000	AND WIFE	TAPPER RESOURCES INC		1/17/2008			2008-2201	LA	Bienville
LA-LBH0012-000	RUTH ANDERSON HENRY, A SINGLE WOMAN	TAPPER RESOURCES INC		4/2/2008			2008-2191	LA	Bienville
	WEYERHAEUSER COMPANY, A WASHINGTON						2011-2286
LA-LBH0013-000	CORPORATION	GOLDSTON OIL CORPORATION		11/8/2007			2008-2182	LA	Bienville
	THE KANSAS CITY SOUTHERN RAILWAY COMPANY, A
LA-LBH0014-000	MISSOURI CORPORATION	PLANTATION OPERATING LLC		4/28/2005			2005-3077	LA	Bienville
LA-LBH0015-000	LOUISIANA MINERALS LTD.	PLANTATION OPERATING LLC		10/27/2010			2010-4775	LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	MARTIN TIMBER COMPANY LLC
LA-LKY0001-000	BY ELLIS S MARTIN, AGENT	STRAT LAND EXPL CO		8/1/2000	884	294		LA	Bienville
LA-LKY0002-000	JAMES F WALKER ET UX	STRAT LAND EXPL CO		3/20/2000	884	310		LA	Bienville
LA-LKY0006-001	OSCAR D PATTERSON ET UX	STRAT LAND EXPL CO		4/22/2001	913	158		LA	Bienville
LA-LKY0006-002	RUDOLPH PATTERSON ET UX	STRAT LAND EXPL CO		6/14/2001	915	298		LA	Bienville
LA-LKY0008-000	DONALD RAY SANDERS ET UX	STRAT LAND EXPL CO		5/1/2001	913	133		LA	Bienville
LA-LKY0009-000	DOUGLAS W SANDERS ET UX	STRAT LAND EXPL CO		5/1/2001	913	129		LA	Bienville
LA-LKY0010-000	VERNON C SHAFFER	STRAT LAND EXPL CO		8/10/2000	884	312		LA	Bienville
LA-LKY0011-000	MILDRED P SANDERS	STRAT LAND EXPL CO		5/1/2001	913	135		LA	Bienville
LA-LKY0012-000	BONNIE D JACKSON	STRAT LAND EXPL CO		5/1/2001	913	131		LA	Bienville
LA-LKY0013-000	BOBBY J BOSTON ET UX	STRAT LAND EXPL CO		5/12/2001	913	155		LA	Bienville
LA-LKY0014-001	SAMUEL LEE ENSLEY	STRAT LAND EXPL CO		3/26/2001	913	145		LA	Bienville
					913	140
LA-LKY0014-002	CLARENCE ENSLEY	STRAT LAND EXPL CO		3/26/2001	913	140		LA	Bienville
					925	50
LA-LKY0014-003	MERLETTA KING JOHNSON	STRAT LAND EXPL CO		9/11/2001	925	50		LA	Bienville
LA-LKY0014-P04	HAL R HENDERSON ET UX	STRAT LAND EXPLORATION COMPANY		5/15/2003	957	536	2106	LA	Bienville
LA-LKY0015-000	CARL D PORTER	STRAT LAND EXPL CO		3/26/2001	913	149		LA	Bienville
LA-LKY0017-000	MICHAEL RYAN MADDEN	STRAT LAND EXPL CO		3/26/2001	913	143		LA	Bienville
LA-LKY0018-000	LEE EDWARD TOBIN	STRAT LAND EXPL CO		4/22/2001	913	126		LA	Bienville
LA-LKY0019-000	JAMES MARTIN	STRAT LAND EXPL CO		5/12/2001	913	153		LA	Bienville
LA-LKY0021-000	LOUISIANA MINERALS LTD	PIONEER NATURAL RESOURCES USA INC		11/27/2002	953	618		LA	Bienville
LA-LKY0022-001	BETTY JEAN DAVIS CONNER	STRAT LAND EXPL CO		6/11/2001	918	303		LA	Bienville
LA-LKY0022-002	NORMA JEAN DAVIS TYLER	STRAT LAND EXPL CO		6/11/2001	918	306		LA	Bienville
LA-LKY0023-000	FAYE HASKIN NAZON	STRAT LAND EXPL CO		3/31/2001	913	137		LA	Bienville
LA-LKY0024-001	RADIAN LAWSON HENNIGAN ET AL	STRAT LAND EXPL CO		3/20/2001	957	621		LA	Bienville
LA-LKY0024-002	MARY LOE SHUCKROW ET VIR	STRAT LAND EXPL CO		4/6/2001	913	147		LA	Bienville
LA-LKY0024-003	PRENTISS W JOHNSON	STRAT LAND EXPL CO		6/14/2001	921	65		LA	Bienville
LA-LKY0024-004	GEORGE WOODS ET AL	STRAT LAND EXPL CO		3/20/2000	883	211		LA	Bienville
LA-LKY0092-001	PETRO-HUNT LLC	STRAT LAND EXPL CO		5/25/2000	878	59		LA	Bienville
LA-LKY0092-002	HUNT PETROLEUM CORPORATION	STRAT LAND EXPL CO		5/30/2000	884	155		LA	Bienville
LA-LKY0092-003	KINGFISHER RESOURCES INC	STRAT LAND EXPL CO		3/21/2000	878	51		LA	Bienville
LA-LKY0093-000	DAVID REDDING ET AL	STRAT LAND EXPL CO		5/12/2001	915	295		LA	Bienville
LA-LKY0094-000	DAVID REDDING ET AL	STRAT LAND EXPL CO		6/11/2001	918	315		LA	Bienville
LA-LKY0095-000	MAE N COTTINGHAM EPPERSON	STRAT LAND EXPL CO		6/12/2001	918	309		LA	Bienville
LA-LKY0099-000	ROBERT R POLAND SR ET UX	STRAT LAND EXPL CO		3/20/2000	883	209		LA	Bienville
LA-LKY0102-001	DOROTHY RUSHING FIELDER	STRAT LAND EXPL CO		6/9/2001	918	312		LA	Bienville
LA-LKY0102-002	JAMES MOORE ET UX	STRAT LAND EXPL CO		6/9/2001	915	301		LA	Bienville
LA-LKY0104-001	FANNIE C TOBIN ET AL	STRAT LAND EXPL CO		3/20/2000	883	213		LA	Bienville
LA-LKY0104-002	VELMA DRODGERS ET AL	STRAT LAND EXPL CO		3/20/2000	883	207		LA	Bienville
LA-LKY0105-000	LOUISIANA MINERALS LTD	EL PASO PRODUCTION COMPANY		5/21/2001	916	330	MEMORANDUM	LA	Bienville
	PETRO-HUNT LLC
LA-LKY0116-001	BY BRUCE W HUNT, PRESIDENT	PIONEER NATURAL RESOURCES USA INC		10/15/2002	953	618		LA	Bienville
	HUNT PETROLEUM CORPORATION
LA-LKY0116-002	BY WILLIAM C NELSON, SENIOR VICE PRESIDENT	STRAT LAND EXPL CO		7/23/2002	950	219		LA	Bienville
	KINGFISHER RESOURCES INC
LA-LKY0116-003	BY GARY TARABA, VICE-PRESIDENT	STRAT LAND EXPL CO		7/25/2002	949	178		LA	Bienville
LA-LKY0117-000	JOHN HILL	STRAT LAND EXPL CO		3/26/2001	913	151		LA	Bienville
	JEFFERY SCOTT AND TERRI L. ADAMS			1/8/2013				LA	Bienville
	MICHAELS. AND BRENDA CRAWFORD ANTEE			10/24/2013				LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	ARCADIA HAVEN, INC.			8/5/2013			20132261	LA	Bienville
	ARCADIA PLACE, INC.			8/5/2013			20132260	LA	Bienville
	RONEY BOBBY AND RESSIE BAKER			8/8/2013			20132266	LA	Bienville
	WARNIES. AND WALTER, JR. BALLARD			10/19/2012				LA	Bienville
	CLARENCE LOYS AND PEGGY VENOR BATTON, JR.			3/4/2013			20131075	LA	Bienville
	RALPH STANLEY AND CATHERINE CULPEPPER BEARD			7/1/2013			20131658	LA	Bienville
	STEPHEN F BEARD			7/1/2013			20131757	LA	Bienville
	LANNY MICHAEL BEARD			7/8/2013			20131847	LA	Bienville
	AMY REBECCA YARBROUGH BLUNSCHI			11/9/2012				LA	Bienville
	GARYW. AND AMY ELIZABETH PERKINS BOURGEOIS			4/16/2013			20131066	LA	Bienville
	JARRETT EVAN BOWMAN			3/25/2013			20131071	LA	Bienville
	DOROTHY R BRACKIN			2/14/2013			20131243	LA	Bienville
	EDDIE BRICE AND VALINA BRICE			7/30/2013			20132264	LA	Bienville
	LEE DIANE COLE BROWN			12/10/2012			20130488	LA	Bienville
	JASON ANDTOMMIE BROWN			4/16/2013			20131246	LA	Bienville
	AUTREYANDJEAN HAMILTON CARPENTER			11/16/2012			20130033	LA	Bienville
	JOE W CASKEY			11/7/2012			20130044	LA	Bienville
	DAVE P. CHAMPAGNE, SR.			10/25/2013					Bienville
	MATTHEW CHRISTOPHER CHANDLER			11/21/2013				LA	Bienville
	PAUL DAVID CHILDRESS			3/11/2013			20131065	LA	Bienville
	GLORIA ANN CRANE			10/25/2013				LA	Bienville
	DARIN WOODS WELDING SERVICES, LLC			11/19/2012				LA	Bienville
	JAMES W DAVIS			1/9/2013				LA	Bienville
	ANNEGRET PAULA BEUMKER DAVIS			3/14/2013			20131064	LA	Bienville
	PAMELA ATTERIDGE DAVIS			4/4/2013			20131068	LA	Bienville
	PAMELA ATTERIDGE DAVIS			4/4/2013			20131067	LA	Bienville
	PAMELA ATTERIDGE DAVIS			4/4/2013			20131069	LA	Bienville
	GEORGE R DUPUIS			4/29/2013			20131245	LA	Bienville
	GEORGET. ANDSHERRILL P. EDWARDS			11/28/2012				LA	Bienville
	GAP FARMS, LLC			1/29/2013				LA	Bienville
	JOHN KENDEL AND DONNA KAY JOHNSON GARNER			3/28/2013			2013077	LA	Bienville
	LILIAN P GARRETT			7/1/2013			20131659	LA	Bienville
	RICHARD H. AND REBECCA J. GARRETT			7/1/2013			20131760	LA	Bienville
	ARDIS AND SYBIL JOHNSON GREEN			10/12/2012				LA	Bienville
	DALE ALLEN AND LANETTE WOODARD HALVERSON			12/21/2012			20130246	LA	Bienville
	ELIZABETH MARIE MORGAN HAMILTON			11/29/2012			20131236	LA	Bienville
	CLINTON H. AND BARBARA JOHNSON HAMPTON			11/14/2012			20130035	LA	Bienville
	DONALDT. HANLEY			10/19/2012				LA	Bienville
	ROBERT I. AND GAYLE WALKER HANSON			10/25/2012				LA	Bienville
	GAYLE HANSON			10/25/2012			20130038	LA	Bienville
	TINE HENRY HARRISON			7/24/2013			20131844	LA	Bienville
	WILLIAM EUGENE,JR. AND JENNIFER C. HAWKINS			7/15/2013			20131846	LA	Bienville
	DANNY HAROLD AND DEBORAH HARTMAN HENLEY			9/21/2012				LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	BENNY ADDISON HOLLIS			10/19/2012			20131367	LA	Bienville
	STEVE ADDISON AND SARA PATTON HOLLIS			10/22/2012			20122837	LA	Bienville
	WILLIAM L. AND JUDY CHANDLER HOLMES			1/16/2014				LA	Bienville
	HORIZON APPLICATORS, INC.			4/10/2013			20131572	LA	Bienville
	WILLIE AND JACQUELINE BYRD JAMES			1/15/2013			20131237	LA	Bienville
	ROYCEGRESHAM JENKINS			4/10/2013			20131061	LA	Bienville
	JESSE CURTIS AND STACIE JIMERSON			6/3/2013			20131759	LA	Bienville
	JOANNE WILLIAMS TRUST			6/7/2013			20131848	LA	Bienville
	RANDY ARVELLE AND VICKI JOHNSON			8/8/2013			20132263	LA	Bienville
	JAMES RICHARD AND DONNA MARIE QUIN JOHNSON			9/5/2013				LA	Bienville
	JAMES RICHARD JOHNSON			9/5/2013				LA	Bienville
	BRIDGET SUZANNE CROWELL LANGLEY			4/9/2013			20131845	LA	Bienville
	JARED LAY			3/21/2013			20131365	LA	Bienville
	ELLIOTT E LETLOW			10/15/2012				LA	Bienville
	NOLBERT AND TREXINE JOHNSON LEWIS			11/14/2012				LA	Bienville
	M.B. EDWARDS PROPERTIES, LLC			12/19/2012			20131241	LA	Bienville
	RAYMOND HARDY AND DIANE STEVENS MADDEN, III			4/10/2013			20131060	LA	Bienville
	MCHALE FAMILY TRUST			11/29/2012			20130247	LA	Bienville
	STEPHEN WAYNE MILLICAN			7/16/2013			20132262	LA	Bienville
	GENE MOON			6/7/2013			20131758	LA	Bienville
	ROBERT WILLIAM MORGAN			5/28/2013			20131663	LA	Bienville
	DOROTHY MULLINS MORRIS			6/7/2013			20131660	LA	Bienville
	MURPHY BROTHERS PARTNERSHIP, LLC			12/28/2012			20130248	LA	Bienville
	NEOMA O’‘KELLEY O’‘BRIEN			12/5/2012				LA	Bienville
	MILTON TRUETT AND FAYE BURKS ODOM			5/21/2013			20131368	LA	Bienville
	WILLIAM CECIL O’‘KELLEY			9/25/2012			20130053	LA	Bienville
	JUDYCONNALLYPERRIT			11/8/2012				LA	Bienville
	CARL EVERETT AND BETTYE RUTH RUSH PERRY			11/25/2013				LA	Bienville
	KENNETH ROGER AND SHARALYN GWEN VALENTINE
	PICKETT			5/23/2013				LA	Bienville
	SHIRLEY DAVIS POOLE			1/7/2013			2013239	LA	Bienville
	RACKLA RIVER RESOURCES, LLC			4/26/2013			20131569	LA	Bienville
	ALBERT H RHODES			6/11/2013			20131656	LA	Bienville
	VICTOR W ROGERS			6/28/2013			20131662	LA	Bienville
	ULYSSES ROGERS, JR.			4/9/2013			20131247	LA	Bienville
	WILLIAM R ROWELL			11/6/2012				LA	Bienville
	BARBARASUMLIN SANDERSON			1/29/2013			20131058	LA	Bienville
	SHELBYLANE, LLC			10/9/2012				LA	Bienville
	WILLIAM ANDREW AND JESSICA WALSWORTH SIMS			2/6/2013			20131078	LA	Bienville
	PATRICK H. SMITH AND FRAN WALKER SMITH			10/23/2012			20130037	LA	Bienville
	SHIRLEY FARRAR SMITH			6/17/2013			20131655	LA	Bienville
	ROY E. AND JANICE LYNN SOUTHERN			11/9/2012				LA	Bienville
	WILLIAM CURTIS AND SUSAN M. TAYLOR			11/6/2012				LA	Bienville
	WILLIAM DAVID AND JUDITH E. TAYLOR			2/28/2013			20131074	LA	Bienville
	TRISHNA CORPORATION, INC.			12/12/2012			20131242	LA	Bienville
	MIKELD. ANDSHONDALYN KAY TUCKER			2/4/2013			20131056	LA	Bienville
	TONY R WAITS			11/9/2012			20130046	LA	Bienville
	DEREK AND LAUREN KIDD WARREN			12/4/2012				LA	Bienville

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	JACK CARL AND CHARLIE JO WATSON			8/8/2013			20132265	LA	Bienville
	DARIN ANDREW WOODS			11/19/2012				LA	Bienville
	SHARRA CHANDLER WOODS			1/9/2013			20131054	LA	Bienville
	BOBBY LEE WOODWARD			6/7/2013			20131664	LA	Bienville
	JAMES W DAVIS	SCHOEFFLER ENERGY LLC		1/7/2013				LA	Bienville
	LANCE WAYNE AND REBECCA ANNE BROWNE KELPE	SCHOEFFLER ENERGY LLC		10/23/2013				LA	Bienville
	MARILYN KAY MOREAU AND ALLEN KEITH HOLLOWAY			10/22/2012			20130024	LA	Bienville and Claiborne
	KEN B MURPHY			12/28/2012			20130241	LA	Bienville and Claiborne
	RAYMOND CLAY AND LEE ANNE PARKER MCDONALD
	MCDONALD			10/30/2012			20122687	LA	Bienville and Lincoln
	WADE HINES AND JUDY POTTS PERRITT			10/12/2012				LA	Bienville and Lincoln
	SHANNON R. AND WANDA F. WILHITE			10/29/2012	1322	38	F128775	LA	Bienville and Lincoln
	RUSSELL LAND & TIMBER, LLC			12/6/2012			20131248	LA	Bienville, Claiborne, and Lincoln
					1440		928198
					1440		928198
LA-NCV0001-001	HUNT PETROLEUM CORPORATION	KCS RESOURCES, INC.		2/1/2008	1440		928198	LA	Bossier
					C1440	156	928199
							928199
LA-NCV0001-002	KINGFISHER RESOURCES INC	KCS RESOURCES, INC.		10/30/2007			928199	LA	Bossier
					1440	189	928208
					1440		928208
LA-NCV0001-003	PETRO-HUNT LLC	KCS RESOURCES, INC.		10/31/2007	1440		928208	LA	Bossier
LA-RLD0018-001	GARY L HILBURN	WINCHESTER PROD CO.		7/28/2006			888455	LA	Bossier
LA-RLD0018-002	JACK BUFORD HILBURN JR	WINCHESTER PROD CO.		7/3/2006			888453	LA	Bossier
LA-RLD0018-003	JUDITH HILBURN YOUNG	WINCHESTER PROD CO.		7/3/2006			888454	LA	Bossier
LA-RLD0035-001	JACK ROY MAY III	WINCHESTER PROD CO.		7/15/2006			888424	LA	Bossier
LA-RLD0035-002	SAMUEL EDWIN MAY ET UX	WINCHESTER PROD CO.		7/15/2006			888425	LA	Bossier
LA-RLD0036-000	JACK ROY MAY JR ET UX	WINCHESTER PRODUCTION CO		7/7/2006				LA	Bossier
							888414
							888414
LA-RLD0054-001	HERSHELMALONE ET UX	WINCHESTER PROD CO		8/16/2006			888414	LA	Bossier
LA-RLD0070-001	FRANK R TROWBRIDGE JR	WINCHESTER PROD CO.		6/27/2006			890041	LA	Bossier
LA-RLD0070-002	ANN TROWBRIDGE MUIR	WINCHESTER PROD CO.		6/27/2006			890042	LA	Bossier
LA-RLD0070-003	GAIL ELAINE TROWBRIDGE FOSTER	WINCHESTER PROD CO.		6/27/2006			890043	LA	Bossier
LA-RLD0070-004	DAVID I TROWBRIDGE	WINCHESTER PROD CO.		6/21/2007			903862	LA	Bossier
LA-RLD0070-005	CORNELL TROWBRIDGE STEWART	WINCHESTER PROD CO.		6/21/2007			903861	LA	Bossier
LA-RLD0094-001	NANCY LEE KEOUN MCCOMB	WINCHESTER PROD CO		1/30/2007			893612	LA	Bossier
							893630
LA-RLD0094-002	GRACE ELIZABETH KEOUN REASOR	WINCHESTER PROD CO		1/30/2007			893630	LA	Bossier
LA-RLD0099-001	JACK C ROBERSON	WINCHESTER PRODUCTION CO		4/3/2007			895091	LA	Bossier
LA-RLD0099-002	MARY KATHLEEN ROBERSON HART	WINCHESTER PRODUCTION CO		4/3/2007			895093	LA	Bossier
LA-RLD0099-003	JAMES MICHAEL ROBERSON	WINCHESTER PRODUCTION CO		4/3/2007			895092	LA	Bossier
LA-RLD0099-004	RUTHIEJ ROBERSON MIEARS	WINCHESTER PRODUCTION CO		4/3/2007			895089	LA	Bossier
LA-RLD0099-005	MARVIS MARIE ROBERSON GRISHAM	WINCHESTER PRODUCTION CO		4/3/2007			895090	LA	Bossier
LA-RLD0106-000	JIMMIE RAY BANDY ET UX	WINCHESTER PROD CO		7/13/2007	1413		905326	LA	Bossier
LA-RLD0131-000	LT GOODWIN	R W FAIR		4/27/1955	258	151	102460	LA	Bossier
LA-RLD0150-001	JOSEPH CLINTON ALLEN ET UX	WINCHESTER PROD CO		5/22/2007			903868	LA	Bossier
LA-RLD0150-002	TREY JOSEPH ALLEN	WINCHESTER PROD CO		5/22/2007			903867	LA	Bossier
LA-RLD0151-000	WEYERHAEUSER COMPANY	WINCHESTER PROD CO.		3/20/2007	1408	121	899895	LA	Bossier

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RLD0155-000	WEYERHAEUSER COMPANY	WINCHESTER PROD CO.		7/26/2007			MEMO	LA	Bossier
LA-RLD0273-000	FLORENCE DODSON BARNETT ET AL	LL ROBINSON		3/7/1952	237	45	85015	LA	Bossier
LA-RLD0275-000	M R BOLINGER	R W FAIR		10/13/1953	248	163	92693	LA	Bossier
LA-RLD0277-001	CLIFFORD EDENS CHESHIRE ET AL	SUNRAY MID-CONTINENT OIL CO		12/10/1955	273	99	107124	LA	Bossier
LA-RLD0277-002	EDRAL CHESHIRE ET AL	SUNRAY MID-CONTINENT OIL CO		12/10/1955	273	229	108441	LA	Bossier
					232	34	83124
LA-RLD0278-001	CECIL O COVINGTON	SUNRAY OIL CORP		10/16/1951	232	34	83124	LA	Bossier
					230	524	83088
LA-RLD0278-002	DANIEL M COVINGTON	SUNRAY OIL CORP		10/16/1951	230	524	83088	LA	Bossier
					230	518	83087
LA-RLD0278-003	J M COVINGTON	SUNRAY OIL CORP		10/16/1951	230	518	83087	LA	Bossier
					232	24	83090
LA-RLD0278-004	MW COVINGTON	SUNRAY OIL CORP		10/13/1951	232	24	83090	LA	Bossier
					230	511	83086
LA-RLD0278-005	G E COVINGTON ET AL	SUNRAY OIL CORP		10/13/1951	230	511	83086	LA	Bossier
					232	40	83125
LA-RLD0278-006	RH COVINGTON JR	SUNRAY OIL CORP		10/16/1951	232	40	83125	LA	Bossier
					230	535	83123
LA-RLD0278-007	CARRIE COVINGTON MYRICK	SUNRAY OIL CORP		10/16/1951	230	535	83123	LA	Bossier
					232	18	83089
LA-RLD0278-008	CLIFFORD COVINGTON SHANNON	SUNRAY OIL CORP		10/13/1951	232	18	83089	LA	Bossier
LA-RLD0280-001	DORIS GAMBLE DEJEAN	M R BOLINGER		10/23/1948	197	107	64461	LA	Bossier
LA-RLD0280-002	CHRISTINE KEOUN BROWNE	M R BOLINGER		10/23/1948	197	99	64457	LA	Bossier
LA-RLD0280-003	ROBERT C KEOUN ET AL	M R BOLINGER		10/23/1948	197	113	64464	LA	Bossier
LA-RLD0282-000	T SANDERS GOODWIN	DG DUNBAR		2/8/1950	211	179	73368	LA	Bossier
LA-RLD0285-000	M R JOHNSON	C M FUTCH		11/12/1953	248	205	93262	LA	Bossier
LA-RLD0286-000	WA JOHNSON	DG DUNBAR		10/11/1948	197	37	64236	LA	Bossier
LA-RLD0287-000	W A JOHNSON ET AL	DG DUNBAR		10/9/1948	197	39	64237	LA	Bossier
LA-RLD0290-000	JESSIE RAY CHESHIRE KNOBEL ET AL	R W FAIR		10/11/1953	248	165	92694	LA	Bossier
LA-RLD0294-000	W H RODGERS	R R ROBINSON		2/16/1956	273	133	107511	LA	Bossier
	S H BOLINGER AND COMPANY LTD
LA-RLD0298-000	J C BOLINGER, VP	DG DUNBAR		7/25/1949	207	575	69676	LA	Bossier
LA-RLD0300-000	FRANK R TROWBRIDGE ET AL	R W FAIR		1/14/1957	281	98	113892	LA	Bossier
LA-RLD0306-000	R B KILGORE ET AL	TEXACO INC		7/10/1963	370	464	167619	LA	Bossier
LA-RLD0307-000	S H BOLINGER & COMPANY LTD	JOHN LCOPELAND		3/23/1964	348	169	172319	LA	Bossier
LA-RLD0308-000	FRANCES FLOYD BAIN	JOHN LCOPELAND		4/6/1964	388	189	174840	LA	Bossier
LA-RLD0309-000	JEREW WILKINSON	THE TEXAS COMPANY		8/10/2022	67	525	35628	LA	Bossier
LA-RLD0310-001	ARA VAY K HOLTZCLAW	JAMES CGALBRAITH		3/23/1964	388	191	174841	LA	Bossier
LA-RLD0310-002	CECIL KBAUMGARDNER	JOHN LCOPELAND		3/23/1964	388	194	174842	LA	Bossier
LA-RLD0310-003	BONNIE ANDERSON KILGORE ET AL	JAMES CGALBRAITH		3/18/1964	384	177	172320	LA	Bossier
LA-RLD0311-000	HENRY ROSE MERCANTILE & MANUFACTURING CO	WARREN GIBBS		1/12/2023	68	554	36906	LA	Bossier
LA-RLD0312-000	UNITED STATES OF AMERICA—BLM #071443	TEXACO INC		9/1/1963	386	421	173365	LA	Bossier
LA-RLD0313-001	ANTHONY FOREST PRODUCTS CO	WINCHESTER PROD CO		2/28/2007			893649	LA	Bossier
LA-RLD0317-000	J M COVINGTON	R W FAIR		10/12/1953	248	167	92695	LA	Bossier
LA-RMT0017-000	B GLENN HAM ET UX	BROAD OAK ENERGY INC		12/14/2006			901658	LA	Bossier
LA-RMT0018-000	KENNETH R COILE JR	BROAD OAK ENERGY INC		12/14/2006			901660	LA	Bossier
	COLEMAN FAMILY LIVING TRUST
	GERALD C COLEMAN & CATHERINE LYLES COLEMAN,
LA-RMT0022-000	CO-TRUSTEES	BROAD OAK ENERGY INC		1/15/2007			901663	LA	Bossier

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RMT0026-001	ROBERTS BLEWER	BROAD OAK ENERGY INC		1/2/2007			901653	LA	Bossier
	LA CUEVA INVESTMENTS LP
LA-RMT0026-002	EDWIN L BLEWER	BROAD OAK ENERGY INC		1/2/2007			901654	LA	Bossier
LA-RMT0046-000	WILLIAM H BOUNDS JR	SOUTHERN LAND & EXPLORATION, LLC		9/26/2006			889919	LA	Bossier
LA-RMT0047-000	FREDDIE HUGH HAGAN SR ET UX	SOUTHERN LAND & EXPLORATION LLC		6/21/2006			889925	LA	Bossier
	THE ANTRIM TRUST
LA-RMT0048-000	REGIONS BANKTRUSTEE	SOUTHERN LAND & EXPLORATION, LLC		3/23/2007			896687	LA	Bossier
LA-RMT0049-001	HEROLD-WINKS-VALLHONRAT LLC ET AL	SOUTHERN LAND & EXPLORATION, LLC		10/31/2006			891349	LA	Bossier
LA-RMT0049-002	PATTY COLVIN HALL	SOUTHERN LAND & EXPLORATION, LLC		11/27/2006			891345	LA	Bossier
LA-RMT0049-003	GUS WCOLVIN JR	SOUTHERN LAND & EXPLORATION, LLC		11/27/2006			891347	LA	Bossier
LA-RMT0049-004	JANE COLVIN HUBBARD	SOUTHERN LAND & EXPLORATION, LLC		11/27/2006			891346	LA	Bossier
LA-RMT0050-000	BARBARA ROSS BOUNDS ET AL	SOUTHERN LAND & EXPLORATION, LLC		6/28/2006			889918	LA	Bossier
	BANGO FAMILY LIMITED PARTNERSHIP OF HOT SPRINGS
LA-RMT0051-000	BY LOUISE M BANGO, GENERAL MANAGING PARTNER	SOUTHERN LAND & EXPLORATION, LLC		11/27/2006			891340	LA	Bossier
LA-RMT0052-000	RICHARD A MCDONALD ET UX	SOUTHERN LAND & EXPLORATION, LLC		1/24/2007			889927	LA	Bossier
LA-RMT0053-000	MICHAEL MCBETH ET AL	SOUTHERN LAND & EXPLORATION, LLC		7/26/2006			889926	LA	Bossier
LA-RMT0054-000	JENNIFER LYNN ARCHER GRIFFIN	SOUTHERN LAND & EXPLORATION, LLC		6/22/2006			889924	LA	Bossier
LA-RMT0055-001	DAWN RITTERGALLET	SOUTHERN LAND & EXPLORATION, LLC		12/6/2006			891372	LA	Bossier
LA-RMT0055-002	RODNEY KREGG ODOM	SOUTHERN LAND & EXPLORATION, LLC		12/19/2006			891354	LA	Bossier
LA-RMT0055-003	PHILLIP EDWARD RITTER	SOUTHERN LAND & EXPLORATION, LLC		12/6/2006			891369	LA	Bossier
LA-RMT0055-004	JAMES MICHAEL RITTER	SOUTHERN LAND & EXPLORATION, LLC		12/6/2006			891367	LA	Bossier
LA-RMT0055-005	GREGORY STEVEN RITTER	SOUTHERN LAND & EXPLORATION, LLC		12/6/2006			891366	LA	Bossier
LA-RMT0055-006	GLEN DOUGLAS RITTER	SOUTHERN LAND & EXPLORATION, LLC		12/6/2006			891364	LA	Bossier
LA-RMT0055-007	BARRY RONALD ODOM ET UX	SOUTHERN LAND & EXPLORATION, LLC		12/6/2006			891355	LA	Bossier
LA-RMT0057-001	JAMES P DODSON	BROAD OAK ENERGY INC		6/26/2007			903418	LA	Bossier
LA-RMT0057-002	THERESA F DODSON	BROAD OAK ENERGY INC		6/26/2007			905603	LA	Bossier
LA-RMT0087-000	THOMAS PARNELL JONES ET UX	SAMSON CONTOUR ENERGY E&P LLC		6/30/2006			874347	LA	Bossier
	THE MARAK PARTNERSHIP
LA-RMT0133-000	BY HENRY MARTIN MARAK	SNYDER OIL CORPORATION		11/12/1998			669688	LA	Bossier
LA-RMT0134-001	CALVIN RAY BANDIERA ET AL	KT EXPLORATION LLC		12/5/1996			629341	LA	Bossier
LA-RMT0134-002	JERRY CROUCH ET AL	KT EXPLORATION LLC		12/18/1996			633074	LA	Bossier
LA-RMT0134-003	KATHY A CROUCH SIZEMORE	KT EXPLORATION LLC		12/18/1996			633075	LA	Bossier
LA-RMT0135-001	PRESCOTT LAND & TIMBER COMPANY	KT EXPLORATION LLC		12/26/1996			629344	LA	Bossier
LA-RMT0135-002	THELMA RUTH MONTGOMERY ET AL	KT EXPLORATION LLC		12/6/1996			629345	LA	Bossier
LA-RMT0135-003	ROGER LGALATAS	KT EXPLORATION LLC		12/16/1996			630255	LA	Bossier
LA-RMT0136-000	MARSHALL COVINGTON ET UX	KT EXPLORATION LLC		12/5/1996			629348	LA	Bossier
LA-RMT0137-000	ANTHONY FOREST PRODUCTS CO	KT EXPLORATION LLC		12/2/1996			629352	LA	Bossier
	WILLIAMETTE INDUSTRIES INC
LA-RMT0138-001	BY DAVID H HILL, VP	KT EXPLORATION LLC		12/31/1996	1124	80	629353	LA	Bossier
	WILLIAMETTE INDUSTRIES INC
LA-RMT0138-002	BY DAVID H HILL, VP	STRAT LAND EXPL CO		6/7/2000			703651	LA	Bossier
	JACKIE RAI SHAVER HUDSON
LA-RMT0139-000	A/K/A JACKIE SHAVER HUDSON	SNYDER OIL CORPORATION		6/16/1998			658726	LA	Bossier
LA-RMT0140-001	HATTIE HAZEL RUSSELL ET VIR	SNYDER OIL CORPORATION		6/30/1998			660115	LA	Bossier
LA-RMT0140-002	RUBY BOUNDS WISE	SNYDER OIL CORPORATION		6/18/1998			661189	LA	Bossier
LA-RMT0140-003	RANDY CLYDE RICH	SNYDER OIL CORPORATION		9/14/1998			667981	LA	Bossier
LA-RMT0140-004	ROBERT BLANCHARD BOUNDS	SNYDER OIL CORPORATION		9/14/1998			668477	LA	Bossier
LA-RMT0141-000	CLARA CHRISTINE COLEMAN	MCCAULEYO BULLOCK JR INC		6/11/1996			627453	LA	Bossier
LA-RMT0142-000	THOMAS MICHAEL MCKINNEY ET AL	MCCAULEYO BULLOCK JR INC		1/9/1997			632241	LA	Bossier

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RMT0143-000	ROBERT E MCDOWELL ET AL	SNYDER OIL CORPORATION		8/17/1998			663615	LA	Bossier
	INVESTORS MORTGAGE CORP OF SHREVEPORT
LA-RMT0144-000	BY DONALD L WILSON, AGENT	SNYDER OIL CORPORATION		8/31/1998			667886	LA	Bossier
LA-RMT0145-000	SYDNEY W MCKINNEY ET UX	MCCAULEYO BULLOCK JR INC		6/6/1996			627435	LA	Bossier
	SNYDER OIL CORPORATION
LA-RMT0146-000	BY SCOTT CHAPMAN, A/I/F	SOCO LOUISIANA LEASING INC		5/4/1999			925034	LA	Bossier
	MARY ANN SHEPARD SIMPSON QUALIFIED TRUST
LA-RMT0147-000	BY WAYNE L SIMPSON, TRUSTEE	SNYDER OIL CORPORATION		5/5/1997			639445	LA	Bossier
LA-RMT0148-001	BRUCE D FRANKLIN ET UX	SNYDER OIL CORPORATION		4/1/1997			639429	LA	Bossier
LA-RMT0148-002	FANNE L CONKLING	SNYDER OIL CORPORATION		3/25/1997			639431	LA	Bossier
LA-RMT0148-003	JAMES SMITH FARRIN	SNYDER OIL CORPORATION		10/26/1998			669687	LA	Bossier
	ARCHIBALD C HEWES RESIDUARY TRUST
LA-RMT0148-004	BY HARRY P HEWES, TRUSTEE	SNYDER OIL CORPORATION		9/11/1998			669503	LA	Bossier
LA-RMT0148-005	VIRGINIA A SPOTSWOOD	SNYDER OIL CORPORATION		9/11/1998			669502	LA	Bossier
	ANTRIM TRUST
LA-RMT0149-000	COMMERCIAL NATL BANK IN SHREVEPORT, TRUSTEE	SNYDER OIL CORPORATION		6/11/1997			667263	LA	Bossier
LA-RMT0150-000	SUE SLACK SULLIVAN	SNYDER OIL CORPORATION		5/14/1998			658723	LA	Bossier
LA-RMT0151-000	NELL SLACK BICE	SNYDER OIL CORPORATION		5/14/1998			658722	LA	Bossier
LA-RMT0152-000	FRANK WENDELL SLACK	SNYDER OIL CORPORATION		5/14/1998			661180	LA	Bossier
LA-RMT0153-000	ELIZABETH BUSCH MILLER	SNYDER OIL CORPORATION		5/13/1998			658721	LA	Bossier
	DELTIC TIMBER CORPORATION
	SUCCESSOR BY MERGER TO DELTIC FARM & TIMBER CO INC
LA-RMT0154-000	BY RON L PEARCE, PRESIDENT	SNYDER OIL CORPORATION		9/1/1998			674527	LA	Bossier
LA-RMT0155-000	JOHNSON DAVIS MCCALL ET UX	DISCUS OIL CORP & WLS CORP		5/30/1996			624138	LA	Bossier
LA-RMT0156-000	WAYLAN ROSS NATTIN ET UX	SNYDER OIL CORPORATION		4/1/1997			658727	LA	Bossier
LA-RMT0157-000	JETTA-X-2 LP	BROAD OAK ENERGY INC		2/1/2008			924780	LA	Bossier
	ANTHONY FOREST PRODUCTS COMPANY
LA-RMT0164-000	BY CLARY ANTHONY SR, PRESIDENT	KT EXPLORATION LLC		12/2/1996			629352	LA	Bossier
LA-SLI0001-000	AUDREY MURFFSHEPPARD ET AL	TRIANGLE DRILLING COMPANY INC		12/31/1938	139	529	31049	LA	Bossier
LA-SLI0002-000	HATTIE ROSCOE SNIDER ET AL	UNITED GAS PUBLIC SERVICE COMPANY		10/20/1936	126	148	23950	LA	Bossier
LA-SLI0003-001	H L SKANNAL ET AL	TRIANGLE DRILLING COMPANY INC		6/29/1934	110	475	16721	LA	Bossier
LA-SLI0004-000	G W SMITH	MAGNOLIA PETROLEUM COMPANY		3/22/2027	84	303		LA	Bossier
LA-SLI0005-000	FRANK B TREAT ET AL	TRIANGLE DRILLING COMPANY INC		8/18/1930	101	208	8600	LA	Bossier
LA-CPI0001-001	J J PARTNERSHIP	KCS RESOURCES INC		4/18/2006			2046786	LA	Caddo
	MOLLY J DUGGAN IND AND TRUSTEE FOR DONALD H
LA-CPI0001-002	DUGGAN TRUST	KCS RESOURCES INC		4/18/2006	3862	407	2041024	LA	Caddo
LA-DIX0002-000	BARRY MAXWELL GREER	KCS RESOURCES INC		2/8/2007			2088374	LA	Caddo
LA-DIX0003-000	JEAN C BRIERRE	KCS RESOURCES INC		2/14/2007			2088375	LA	Caddo
LA-DIX0004-000	JOHNNIE BELL	KCS RESOURCES INC		3/21/2007			2088381	LA	Caddo
LA-DIX0005-001	VERLENE WATKINS HARRIS	KCS RESOURCES INC		3/14/2007			2088380	LA	Caddo
LA-DIX0005-002	LOUISE LYNN WATKINS CALVIN	KCS RESOURCES INC		3/14/2007			2088379	LA	Caddo
LA-DIX0005-003	ANDREW B WATKINS	KCS RESOURCES INC		3/14/2007			2088378	LA	Caddo
LA-DIX0005-004	JUNE WATKINS JR	KCS RESOURCES INC		3/14/2007			2088377	LA	Caddo
LA-DIX0005-005	EMMIE JEAN WATKINS HARPER	KCS RESOURCES INC		3/14/2007			2088376	LA	Caddo

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
							2089135
							2089135
							2089135
LA-DIX0006-001	GEORGE SMITH	KCS RESOURCES INC		2/12/2007			2089135	LA	Caddo
							2088382
LA-DIX0006-002	WILLIE GREEN	KCS RESOURCES INC		3/21/2007			2088382	LA	Caddo
							2089136
LA-DIX0006-003	LELA GREEN TATE	KCS RESOURCES INC		2/27/2007			2089136	LA	Caddo
							2102683
LA-DIX0006-004	SAM GREEN JR	KCS RESOURCES, INC.		2/12/2007			2102683	LA	Caddo
							2102679
LA-DIX0006-005	PRISCILLA GREEN JAMES	KCS RESOURCES, INC.		3/21/2007			2102679	LA	Caddo
							2102942
							2102942
LA-DIX0006-006	CURLEE GREEN WATSON	KCS RESOURCES, INC.		3/3/2007				LA	Caddo
							2117092
LA-DIX0006-007	CAROLINE MILLER	KCS RESOURCES INC		3/21/2007			2117092	LA	Caddo
							2089137
LA-DIX0007-001	PEARLIE BLAZE KNOX	KCS RESOURCES INC		2/12/2007			2089137	LA	Caddo
LA-DIX0007-002	ROBERT BLAZE	KCS RESOURCES INC		3/7/2007			2092831	LA	Caddo
LA-DIX0007-003	JESSIE JAMES BLAZE	KCS RESOURCES INC		2/12/2007			2088373	LA	Caddo
LA-DIX0008-000	GEORGIA MAE WALKER	KCS RESOURCES INC		2/12/2007			2102675	LA	Caddo
LA-DIX0009-000	OLEY BRADFORD	KCS RESOURCES INC		2/13/2007			2102674	LA	Caddo
LA-DIX0010-000	LYNDORIA THOMAS TAYLOR	KCS RESOURCES INC		3/6/2007			2102672	LA	Caddo
LA-DIX0011-000	ROXIE DAVENPORT ASHLEY	KCS RESOURCES INC		2/12/2007			2102944	LA	Caddo
LA-DIX0012-000	JEAN C BRIERRE	KCS RESOURCES INC		5/8/2007			2102682	LA	Caddo
LA-DIX0013-000	BEAULAH T CARRY	KCS RESOURCES INC		2/12/2007			2102678	LA	Caddo
	CURLEE GREEN WATSON INDIV AND
LA-DIX0014-001	AS USUFRUCT ETHEL MAE WATSON STEVENS	KCS RESOURCES, INC.		3/6/2007			2102684	LA	Caddo
LA-DIX0015-001	JOHN LEE BROOKS	KCS RESOURCES, INC.		2/12/2007			DOC. #2102676	LA	Caddo
LA-DIX0016-001	LEON BROOKS	KCS RESOURCES, INC.		2/12/2007			2102685	LA	Caddo
LA-DIX0016-002	TERRY RAY BROOKS	KCS RESOURCES, INC.		2/12/2007			2102673	LA	Caddo
LA-DIX0017-000	CHARLIE CALDWELL	KCS RESOURCES, INC.		4/19/2007			2145942	LA	Caddo
							2117055
							2117055
							2117055
							2117055
							2117055
LA-DIX0018-001	EDWARD RAY VOLENTINE ET UX	KCS RESOURCES, INC.		7/23/2007			2117055	LA	Caddo
							2117115
LA-DIX0018-002	PATTIE PITTMAN GILBERT	KCS RESOURCES, INC.		7/23/2007			2117115	LA	Caddo
	SUCCESSION OF DAVID C CROW DECEASED
	REPRESENTED BY JOHN DAVID CROW, INDEP EXECUTOR AND
LA-DIX0018-003	GRETCHEN SMITH	KCS RESOURCES, INC		8/9/2007			2117090	LA	Caddo
LA-LGW0192-000	WILLIAM R DUDLEY ET UX	PETROHAWK PROPERTIES LP		5/14/2008			2167210	LA	Caddo
					1291	67	528457
LA-LGW0261-000	E T CURRIE ET AL	GEORGE A HADDAD JR		2/10/1971	1291	67	528457	LA	Caddo
LA-LGW0262-001	VIRGINIA WOOD MOORE ET VIR	LEE KINNEBREW		12/1/1978	1713	189	785357	LA	Caddo
LA-LGW0263-001	EUGENIA WOOD TULLOS ET VIR	LEE KINNEBREW		1/2/1979	1713	194	785358	LA	Caddo

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
							2127675
							2127675
							2127675
LA-LGW0287-000	STATE OF LOUISIANA #19501	KCS RESOURCES, INC.		10/10/2007			2127675	LA	Caddo
LA-LGW0359-000	MARJORIE CURRIE LACOUR	MOORINGSPORT ENERGY PROD CORP		12/7/1982		505	933262	LA	Caddo
LA-LGW0360-000	BILL W SMITH ET UX	MOORINGSPORT ENERGY PROD CORP		12/13/1982	1993	509	933263	LA	Caddo
LA-LGW0361-000	JULIA DAVIS HUTCHINSON	MOORINGSPORT ENERGY PROD CORP		1/4/1983	1993	500	933261	LA	Caddo
LA-LGW0362-000	SUSAN F ROBERTS ET AL	VECTOR INVESTMENTS ET AL		3/1/1983	2008	404	939711	LA	Caddo
LA-LGW0363-000	STATE OF LOUISIANA #10643	JOHN D BERNHARDT		3/14/1983	2031	347	949961	LA	Caddo
LA-LGW0364-000	H A CUSHMAN ET AL	GEORGE A HADDAD JR		3/1/1971	1289	684	528010	LA	Caddo
							2171083
LA-LGW0368-000	TIMOTHY S HEFFERN	PETROHAWK PROPERTIES LP		7/15/2008			2171083	LA	Caddo
							2248054
							2248054
							2248054
LA-LGW0370-001	BRONNER FAMILY INVESTMENTS LLC	PETROHAWK PROPERTIES LP		6/11/2009			2248054	LA	Caddo
LA-LBN0012-000	OTIS WELCH	F B KING JR		6/17/1961	267	233	226703	LA	Claiborne
LA-LBN0013-000	JOHN MERRILL ET AL	F B KING JR		6/17/1961	267	279	226727	LA	Claiborne
LA-LBN0014-000	HOWARD A LEE	F B KING JR		6/24/1961	267	275	226726	LA	Claiborne
LA-LBN0015-000	W W (EVA) BENNETT ET AL	F B KING JR		11/21/1960	263	137	225647	LA	Claiborne
LA-LBN0016-000	PAULINE BARHAM DREWETT	F B KING JR		11/27/1961	263	297	225732	LA	Claiborne
LA-LBN0017-000	JOHN S PATTON	F B KING JR		1/30/1961	263	301	225733	LA	Claiborne
LA-LBN0018-000	FRED B COLVIN ET AL	F B KING JR		1/30/1961	263	305	225734	LA	Claiborne
LA-LBN0019-000	FRED B COLVIN ET AL	F B KING JR		1/30/1961	263	309	225735	LA	Claiborne
LA-LBN0020-000	LISBON UNITED METHODIST CHURCH	GULF OIL CORPORATION		3/30/1959	238	256	219939	LA	Claiborne
LA-LBN0021-001	B W WHITE ET AL	F B KING JR		3/21/1961	267	41	226598	LA	Claiborne
LA-LBN0021-002	B W WHITE	G T WHITE		3/21/1960	252	334	223196	LA	Claiborne
LA-LBN0022-000	T F GREESON ET AL	FRANK J HALL		5/24/1960	254	484	223739	LA	Claiborne
LA-LBN0023-000	JOHN S PATTON	C C BARHAM		1/26/1956			208301	LA	Claiborne
					176	380	183306
LA-LBN0024-000	G T DAWSON ET AL	LEONARD W PHILLIPS		10/12/1949	176	380	208301	LA	Claiborne
LA-LBN0025-000	CURTIS KILLGORE ET UX	F B KING JR		5/19/1961	266	138	226463	LA	Claiborne
LA-LBN0026-000	LUCILLE DOSS	F B KING JR		6/19/1961	267	229	226702	LA	Claiborne
LA-LBN0027-001	F M LOWREY ET AL	F B KING JR		11/8/1960	260	321	225145	LA	Claiborne
					260	325	225146
					273	137	228148
LA-LBN0027-002	DALE LOWREY	F B KING JR		11/8/1960	292	327	232535	LA	Claiborne
LA-LBN0028-000	JACK COPELAND	GULF OIL CORP		10/23/1962	283	361	230500	LA	Claiborne
LA-LBN0029-000	L C STARR	SKYLAR OIL CO		3/23/1959	237	494	93408	LA	Claiborne
	B W BAILEY
LA-LBN0030-000	A/K/A ELLA BAILEY	SKYLAR OIL CO		3/12/1959	235	314	93407	LA	Claiborne
LA-LBN0031-000	C S L PATTON ET AL	F B KING		1/21/1958	230	274	215638	LA	Claiborne
LA-LBN0032-000	C E PATTON	F B KING		1/21/1958	230	275	215639	LA	Claiborne
					165	124	174231
LA-LBW0001-001	PEARL WHITE ET AL	O A ROBINSON		12/31/1947	165	124	174231	LA	Claiborne
LA-LBW0002-001	CHRISTINE LANEY HEATH ET AL	G H VAUGHN JR AND JACK C VAUGHN		4/7/1958			216408	LA	Claiborne
LA-LBW0002-002	ELIZABETH ANN WASSEN GLEASON	G H VAUGHN JR AND JACK C VAUGHN		5/7/1958			216714	LA	Claiborne
LA-LBW0002-003	LINDSEY LAND COMPANY ET AL	G H VAUGHN JR AND JACK C VAUGHN		5/20/1958			217323	LA	Claiborne
LA-LBW0003-001	M W AYCOCK ET AL	G G NESBITT JR		7/18/1958			217561	LA	Claiborne
LA-LBW0003-002	ESTATE OF B F WHITAKER DECD ET AL	G H VAUGHN PRODUCTION COMPANY		7/22/1958	235	107	217476	LA	Claiborne
LA-LBW0003-003	THOMAS W KILLGORE JR ET AL	WILLIAM J NESBITT		7/20/1958			217562	LA	Claiborne

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-LBW0003-004	MARJORIE WELCH	WILLIAM J NESBITT		7/21/1958			217563	LA	Claiborne
LA-LBW0004-001	ARTHUR HENRY ET AL	JACK T EVERETT		1/8/1949	172	255		LA	Claiborne
LA-LBW0004-002	FRANKLIN R HENRY	TXO PRODUCTION CORP		10/12/1980	757	136	341323	LA	Claiborne
LA-LBW0004-003	ARLIVIA HENRY WHITE	TXO PRODUCTION CORP		1/5/1988	744	299	340273	LA	Claiborne
LA-LBW0004-004	JOSEPH A HENRY	TXO PRODUCTION CORP		1/5/1988	744	199	340235	LA	Claiborne
LA-LBW0004-005	BOBBY HENRY	TXO PRODUCTION CORP		1/5/1988	743	254	340162	LA	Claiborne
LA-LBW0004-006	ARTHUR LEE HENRY ET UX	TXO PRODUCTION CORP		1/5/1988	743	159	340123	LA	Claiborne
LA-LBW0004-007	ANVIL HENRY ET UX	TXO PRODUCTION CORP		1/5/1988	734	99	339772	LA	Claiborne
LA-LBW0004-008	MILTON HENRY	TXO PRODUCTION CORP		1/5/1988	731	272	339460	LA	Claiborne
LA-LBW0004-009	JEWELL MCCRARY HENRY	TXO PRODUCTION CORP		1/5/1988	725	173	338850	LA	Claiborne
LA-LBW0004-010	ALLEN B HENRY	TXO PRODUCTION CORP		1/5/1988	724	80	338771	LA	Claiborne
LA-LBW0004-011	OCIE JEAN FORTUNE	TXO PRODUCTION CORP		1/5/1988	723	58	338585	LA	Claiborne
LA-LBW0004-012	E E HENRY ET UX	TXO PRODUCTION CORP		1/5/1988	723	54	338584	LA	Claiborne
LA-LBW0004-013	MARGARET N HENRY WOODS	TXO PRODUCTION CORP		1/5/1988	717	94	338033	LA	Claiborne
LA-LBW0005-000	R O PRYOR	UNION PRODUCING COMPANY		8/19/1948	169	204	176834	LA	Claiborne
LA-LBW0006-000	R O PRYOR	UNION PRODUCING COMPANY		8/19/1948	169	201	176833	LA	Claiborne
LA-LBW0007-000	M B ENGLISH	O A ROBINSON		1/3/1948			174230	LA	Claiborne
LA-LBW0009-000	F B KING ET AL	THE TEXAS COMPANY		4/9/1946			167785	LA	Claiborne
LA-LBW0010-000	JOSEPHINE WILLIS ETVIR	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	234	220239	LA	Claiborne
LA-LBW0011-001	GUSSIE WEST ET VIR	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	239	220241	LA	Claiborne
LA-LBW0011-002	O N MEADOWS ET UX	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	243	220242	LA	Claiborne
LA-LBW0011-003	O S MIDDLEBROOK ET UX	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	247	220243	LA	Claiborne
LA-LBW0011-004	WIDEMAN WATSON ET UX	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	251	220244	LA	Claiborne
LA-LBW0011-005	E W GILL ET UX	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	255	220245	LA	Claiborne
LA-LBW0011-006	A B ATKINS ET UX	G H VAUGHN PRODUCTION COMPANY		4/30/1959	239	259	220246	LA	Claiborne
LA-LBW0012-000	NODIE WEST WIFE OF KING WEST	G H VAUGHN PRODUCTION COMPANY		7/8/1959	244	256	221443	LA	Claiborne
LA-LBW0013-000	J MELTON OAKES ET AL	THE TEXAS COMPANY		7/28/1953			199044	LA	Claiborne
LA-LBW0014-001	MARY AYCOCK LANEY ET AL	W J BUDD		3/14/1952			194635	LA	Claiborne
LA-LBW0014-002	ELIZABETH ANN W GLEASON ET AL	W J BUDD		5/10/1952			194764	LA	Claiborne
LA-LBW0014-003	H E PATTON ET AL	F M ROOME		8/26/1952			195698	LA	Claiborne
LA-LBW0015-001	KETHA KING WOODARD ET VIR	MEDALLION PRODUCTION COMPANY		12/10/1995	1060	222	375210	LA	Claiborne
LA-LTC0001-001	JAKE WALKER	CHARLES L MEADOWS		3/3/1975	409	73		LA	Claiborne
LA-LTC0002-001	JAMES K GLADNEY ET AL	PERRY G HOLLOWAY		12/28/1974	406	364		LA	Claiborne
LA-LTC0002-002	MARY GLADNEY HAYS	PERRY G HOLLOWAY		1/6/1975	506	560		LA	Claiborne
LA-PCK0001-001	TYRELLE MEADOWS MAYBERRY ET AL	PETROFUNDS INC		3/23/1977	438	5	279280	LA	Claiborne
LA-PCK0001-002	LUCY ANN DEASON	PETROFUNDS INC		3/28/1977	439	550	279809	LA	Claiborne
LA-PCK0002-000	MRS LULA SKINNER ET AL	F B KING		3/7/1940	117	291	134089	LA	Claiborne
LA-PCK0003-000	DAUCIE BUTLER PRATT ET AL	DAL LONG OIL COMPANY		11/18/1968	351	213	249065	LA	Claiborne
LA-PCK0004-001	HENRY LEON BRENNER	PETROFUNDS INC		5/19/1969	355	119		LA	Claiborne
LA-PCK0004-002	DR REASE MITCHAM ANNA WGILLER TRUST	MATLOOK OIL CORPORATION		12/6/1969	358	156	251939	LA	Claiborne
LA-PCK0004-003	WALTER J GILLER MANAGING TRUSTEE	PETROFUNDS INC		4/19/1969	354	798		LA	Claiborne
LA-PCK0004-004	MABEL L KLEIN DEER	MATLOCK OIL CORPORATION		12/11/1969	358	148	251937	LA	Claiborne
LA-PCK0004-005	R U MADDOX ET AL	MATLOCK OIL CORPORATION		12/11/1969	358	152	251938	LA	Claiborne
LA-PCK0005-000	JAMES R FULLER ET AL	DAL LONG OIL CO		11/19/1968	351	219	249066	LA	Claiborne
LA-PCK0006-000	HILTON E REYNOLDS	PETROFUNDS INC		4/23/1969	354	794		LA	Claiborne
LA-PCK0007-001	FAIR BUTLER DIGBY	PETROFUNDS INC		4/29/1969	354	766	250562	LA	Claiborne
LA-PCK0007-002	VERA THOMPSON ET AL	PETROFUNDS INC		4/29/1969	354	528	250468	LA	Claiborne
LA-PCK0007-003	VERNA T GILL ET AL	PETROFUNDS INC		4/21/1969	354	786	250567	LA	Claiborne
LA-PCK0007-004	DR REASE MITCHAM	PETROFUNDS INC		4/21/1969	354	782	250566	LA	Claiborne
LA-PCK0007-005	G C HICKS ET AL	C H C GERARD		9/19/1969	356	546	251312	LA	Claiborne

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-PCK0007-006	DAUCIE BUTLER PRATT ET AL	MATLOCK OIL CORPORATION		8/26/1969	356	478	251278	LA	Claiborne
LA-PCK0008-000	CLARE C CLARK ET AL	PAT N MASON		6/29/1968	350	440	248666	LA	Claiborne
LA-SGC0011-000	EDDIE RAY ALLEN	HOOD PETROLEUM INC		4/5/2005	1359	162	416076	LA	Claiborne
LA-SGC0012-000	ROBERT JOSEPH KING	HOOD PETROLEUM INC		5/6/2005	1359	165	416077	LA	Claiborne
	OZLEY D LTD REPRESENTED BY OZLEY D LLC
LA-SGC0019-001	LAMAR E OZLEY JR AS MANAGER	KCS RESOURCES INC		9/7/2005	1372	49	417733	LA	Claiborne
	OZLEY A LTD REPRESENTED BY OZLEY A LLC
LA-SGC0019-002	LAMAR E OZLEY JR AS MANAGER	KCS RESOURCES INC		9/7/2005	1372	46	417732	LA	Claiborne
					1424	63	424514
					1221	471	F84581
					1181	513	F67893
LA-SGC0020-000	JAMES B SMITH ET UX	KCS RESOURCES INC		8/30/2005	1379	88	418797	LA	Claiborne
LA-SGC0021-001	DAVID R COX	KCS RESOURCES INC		12/14/2005	1375	135	418231	LA	Claiborne
LA-SGC0022-001	GEORGE H MEADORS ET UX	KCS RESOURCES INC		8/16/2005	1181	516		LA	Claiborne
					1394	177	420895
LA-SGC0022-002	JAMES O SMITH III	KCS RESOURCES INC		3/2/2006	1394	177	420895	LA	Claiborne
LA-SGC0022-003	W MARSHALL SHAW JR ET AL	KCS RESOURCES, INC.		5/2/2008	1477	151	430653	LA	Claiborne
					1371	62	417659
					1376	275	418418
					1371	62	417659
					1376	275	418418
					1371	62	417659
LA-SGC0022-004	MAXCO PROPERTIES LC	HOOD PETROLEUM INC		8/20/2005	1376	275	418418	LA	Claiborne
					1366	53	416922
LA-SGC0022-005	RUTH GILL JAMES	HOOD PETROLEUM INC		8/10/2005	1366	53	416922	LA	Claiborne
	THE PAIGE ELIZABETH PRINCE TRUST				1369	152	417361
LA-SGC0022-008	JOHN COLLIER PATTON AT TRUSTEE	HOOD PETROLEUM INC		8/29/2005	1369	152	417361	LA	Claiborne
					1369	158	417362
LA-SGC0022-009	JOHN COLLIER PATTON	HOOD PETROLEUM INC		8/29/2005	1369	158	417362	LA	Claiborne
					1367	1	417029
LA-SGC0022-010	RENE’ LEWIS DROUIN ET UX	HOOD PETROLEUM INC		8/26/2005	1367	1	417029	LA	Claiborne
	ELIZABETH ANN MEADORS HUEY				1369	146	417360
LA-SGC0022-011	GEORGE H MEADORS AS AGENT & ATTORNEY IN FACT	HOOD PETROLEUM INC		8/29/2005	1369	146	417360	LA	Claiborne
					1366	59	416923
LA-SGC0022-012	PAULYN GILL DOUGHERTY	HOOD PETROLEUM INC		8/10/2005	1366	59	416923	LA	Claiborne
	JOHN M CARPENTER TESTAMENTARY TRUST				1372	187	417798
LA-SGC0022-013	MARY WILKES MEADORS CARPENTER AS TRUSTEE	HOOD PETROLEUM INC		8/29/2005	1372	187	417798	LA	Claiborne
					1372	181	417797
LA-SGC0022-014	MARY WILKES MEADORS CARPENTER	HOOD PETROLEUM INC		8/29/2005	1372	181	417797	LA	Claiborne
	CAROLYN GILL TOPP
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1370	298	417631
LA-SGC0022-015	FACT	HOOD PETROLEUM INC		8/20/2005	1370	298	417631	LA	Claiborne
	JOHN TORBERT GILL
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1374	191	418117
LA-SGC0022-016	FACT	HOOD PETROLEUM INC		8/20/2005	1374	191	418117	LA	Claiborne
	GLEN RICHARD GILL
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1371	07	417633
LA-SGC0022-017	FACT	HOOD PETROLEUM INC		8/20/2005	1371	07	417633	LA	Claiborne

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	MARY GILL BRYANT
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1371	13	417634
LA-SGC0022-018	FACT	HOOD PETROLEUM INC		8/20/2005	1371	13	417634	LA	Claiborne
					1371	19	417635
LA-SGC0022-019	VIRGINIA GILL SCHNEIDER	HOOD PETROLEUM INC		8/20/2005	1371	19	417635	LA	Claiborne
					1437	85	425989
LA-SGC0052-009	ROY ROBERSON	CLAYTON WILLIAMS ENERGY INC		7/24/2007	1228	344	F87348	LA	Claiborne
LA-SGC0052-010	RUFUS ALLEN	CLAYTON WILLIAMS ENERGY INC		7/30/2007	1437	82	425988	LA	Claiborne
LA-SGC0053-000	NANCY LOUISE SPENCER KALLUS	KCS RESOURCES INC		7/1/2005	1364	9	416608	LA	Claiborne
LA-SGC0054-000	LAWANA K JOHNSON	KCS RESOURCES INC		7/7/2005	1366	113	416946	LA	Claiborne
LA-SGC0055-000	BARBARA KILPATRICK RAY	KCS RESOURCES INC		7/14/2005	1366	167	416964	LA	Claiborne
LA-SGC0056-000	ROBERT L WOODARD	KCS RESOURCES INC		7/20/2005	1366	170	416965	LA	Claiborne
LA-SGC0057-000	MARY MARGARET KILPATRICK MCKINNEY	KCS RESOURCES INC		7/14/2005	1366	176	416967	LA	Claiborne
					1366	179	416968
LA-SGC0058-000	DAVID ABE PERSINGER	KCS RESOURCES INC		7/14/2005	1185	635	F69745	LA	Claiborne
					1366	185	416970
LA-SGC0059-000	B J KILPATRICK	KCS RESOURCES INC		7/12/2005	1380	263	418967	LA	Claiborne
							67400
LA-SGC0062-000	FANNIE L BROWNFIELD ET AL	TRIANGLE DRILLING CO. INC		2/6/2029	71	578	70709	LA	Claiborne
							67298
							57298
					73	47	71966
					78	7	67298
					73	47	71966
							67298
					73	47	71966
					73	47	67298
LA-SGC0063-001	A J HODGES ET AL	TRIANGLE DRILLING CO INC		2/18/2029	73	47	71966	LA	Claiborne
							69727
							69727
							69727
LA-SGC0063-002	L M MOFFITT	TRIANGLE DRILLING CO INC		12/19/2029			69727	LA	Claiborne
	SOUTHLAND ROYALTY CO REPRESENTED BY P B
LA-SGC0063-003	LAWRENCE AS PRESIDENT	TRIANGLE DRILLING CO INC		4/23/2029	71	559		LA	Claiborne
LA-SGC0063-004	J F LUCEY ET UX	TRIANGLE DRILLING CO INC		6/12/2029			68614	LA	Claiborne
							67312
LA-SGC0064-001	A J HODGES ET AL	TRIANGLE DRILLING CO INC		2/19/2029			67312	LA	Claiborne
LA-SGC0064-002	J P HAWK	TRIANGLE DRILLING CO INC		1/15/2029			67326	LA	Claiborne
LA-SGC0064-003	H R TREADWELL	TRIANGLE DRILLING CO INC		10/18/2029			69324	LA	Claiborne
LA-SGC0064-004	FANNIE L BROWNFIELD ET AL	TRIANGLE DRILLING CO INC		2/28/2029	83	595	67328	LA	Claiborne
LA-SGC0064-005	A J TREADWELL ET AL	TRIANGLE DRILLING CO INC		10/30/2029				LA	Claiborne
	O’BRIEN BROS INC REPRESENTED BY GEORGE P
	MORAN AS VICE-PRESIDENT AND W J O’BRIEN JR AS
LA-SGC0065-001	SECRETARY	SUGAR CREEK PRODUCING COMPANY		1/9/1979	469	203	289769	LA	Claiborne
LA-SGC0065-002	ALVIN J STEVENSON JR	SUGAR CREEK PRODUCING COMPANY		3/31/1979	469	198	289768	LA	Claiborne
					469	216	289772
LA-SGC0065-003	VERA STEVENSON FRYE ET VIR	SUGAR CREEK PRODUCING COMPANY		4/12/1979	469	216	289772	LA	Claiborne
					469	221	289773
LA-SGC0065-004	MARGUERITE STEVENSON HALL	SUGAR CREEK PRODUCING COMPANY		3/28/1979	469	221	289773	LA	Claiborne

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					471	472	290470
LA-SGC0065-005	JOHN T STEVENSON	SUGAR CREEK PRODUCING COMPANY		4/5/1979	471	472	290470	LA	Claiborne
	MILLARD P SNYDER AS AGENT AND A-I-F FOR MARIE
LA-SGC0065-006	PATRICIA SNYDER ET AL	SUGAR CREEK PRODUCING COMPANY		1/17/1979	469	208	289770	LA	Claiborne
LA-SGC0065-007	LINDA MERCER FLOYD	SUGAR CREEK PRODUCING COMPANY		1/17/1979	469	212	289771	LA	Claiborne
LA-SGC0065-008	WILLIAM H MERCER	SUGAR CREEK PRODUCING COMPANY		1/17/1979	469	254	289781	LA	Claiborne
	B H SNYDER INDIVIDUALLY AND AS AGENT AND A-I-F
LA-SGC0065-009	FOR W M SNYDER JR ET UX	SUGAR CREEK PRODUCING COMPANY		1/17/1979	469	258	289782	LA	Claiborne
	MILLARD P SNYDER AS AGENT AND A- I-F FOR JOSEPH
LA-SGC0065-010	L HODGES JR ET AL	SUGAR CREEK PRODUCING COMPANY		1/17/1979	469	262	289783	LA	Claiborne
	JAMES MERCER VARGO IRREVOCABLE TRUST
	FIRST NATIONAL BANK OF SHREVEPORT TRUSTEE
	REPRESENTED BY IRENE WRIGHT AS VP & TRUST
LA-SGC0065-011	OFFICER	SUGAR CREEK PRODUCING COMPANY		1/25/1979	469	274	289786	LA	Claiborne
LA-SGC0065-012	GEORGE H MILLS	SUGAR CREEK PRODUCING COMPANY		8/30/1979	476	558	292181	LA	Claiborne
LA-SGC0065-013	CORINNE ROY KELLY	SUGAR CREEK PRODUCING COMPANY		3/21/1979	469	226	289774	LA	Claiborne
LA-SGC0065-014	ROBERT A ROY	SUGAR CREEK PRODUCING COMPANY		3/21/1979	469	230	289775	LA	Claiborne
LA-SGC0065-015	JANE B GABLE ET VIR	SUGAR CREEK PRODUCING COMPANY		1/25/1979	469	234	289776	LA	Claiborne
LA-SGC0065-016	LAURA COLEMAN ET VIR	SUGAR CREEK PRODUCING COMPANY		1/25/1979	469	238	289777	LA	Claiborne
	THE WILL OF CHARLES ALLEN FRANSWORTH MEMPHIS BANK AND TRUST CO TRUSTEE
LA-SGC0065-017	REPRESENTED BY JOHN PITREE VP TRUST OFFICER	SUGAR CREEK PRODUCING COMPANY		1/25/1979	469	242	289778	LA	Claiborne
LA-SGC0065-018	SARA M ROBERTS ET VIR	SUGAR CREEK PRODUCING COMPANY		1/25/1979	469	246	289779	LA	Claiborne
LA-SGC0065-019	DR THAD M MOSELEY ET UX	SUGAR CREEK PRODUCING COMPANY		1/10/1979	469	250	289780	LA	Claiborne
LA-SGC0065-020	CLAUDIA P MOSS	SUGAR CREEK PRODUCING COMPANY		1/10/1979	469	270	289785	LA	Claiborne
LA-SGC0065-021	MCKENZIE AND BAER LAW FIRM	SUGAR CREEK PRODUCING COMPANY		6/1/1979	471	464	290468	LA	Claiborne
	SUSIE L WADLEY TESTAMENTARY TRUST #2
LA-SGC0065-022	ROBERT SINCLAIR SUCCESSOR TRUSTEE	SUGAR CREEK PRODUCING COMPANY		4/16/1979	471	468	290469	LA	Claiborne
	ATCHLEY, RUSSELL, WALDROP AND HLAVINKA LAW
LA-SGC0065-023	FIRM	SUGAR CREEK PRODUCING COMPANY		6/1/1979	471	877	290611	LA	Claiborne
LA-SGC0065-024	EMILY W DEWARE ET AL	SUGAR CREEK PRODUCING COMPANY		6/1/1979	473	893	291171	LA	Claiborne
LA-SGC0065-025	HOMER BURROWS ET UX	SUGAR CREEK PRODUCING COMPANY		1/25/1979	477	261	292418	LA	Claiborne
	MILLARD P SNYDER AS AGENT AND A-I-F FOR JOHN A
LA-SGC0065-026	LOHMAN AND NANCY LOHMAN STAUB	SUGAR CREEK PRODUCING COMPANY		1/17/1979	469	266	289784	LA	Claiborne
LA-SGC0065-027	EXXON CORPORATION	SUGAR CREEK PRODUCING CO.		11/1/1979	521	455	306945	LA	Claiborne
					929	40	358962
					929	40	358962
					929	40	358962
LA-SGC0065-028	EXXON CORPORATION	SUGAR CREEK PRODUCING COMPANY		1/1/1992	929 929	40 40	358962 358962	LA	Claiborne
LA-SGC0067-001	EASIE KEEN	UNION PRODUCING COMPANY		8/21/1956	221	151		LA	Claiborne
					95	52
					95	52
LA-SGC0068-000	TONY DURRETT ETAL	SUGAR CREEK SYNDICATE INC ET AL		6/22/1934	95	52		LA	Claiborne
LA-SGC0069-000	W J KEEN	A G BIRDWELL		3/21/1952	193	300	194393	LA	Claiborne
LA-SGC0070-000	L E OZLEY	B G BYARS		8/14/1956	221	190	210534	LA	Claiborne
LA-SGC0071-000	BEULAH FORTSON	UNION PRODUCING COMPANY ET AL		8/22/1956	221	210	210652	LA	Claiborne
LA-SGC0072-001	ADDIE DURRETT	LA GLORIA OIL AND GAS COMPANY		3/1/1957	225	271	212707	LA	Claiborne
LA-SGC0072-002	JOHN DURRETT	LA GLORIA OIL AND GAS COMPANY		3/1/1957	225	285	212767	LA	Claiborne

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SGC0072-003	FRANK DURRETT	LA GLORIA OIL AND GAS COMPANY		3/1/1957	225	286	212768	LA	Claiborne
LA-SGC0073-001	L E OZLEY	TIDEWATER OIL COMPANY		9/17/1957			214580	LA	Claiborne
LA-SGC0073-P02	LAMAR E OZLEY	SUGAR CREEK PRODUCING CO		4/4/1978	454	843		LA	Claiborne
		HAYNES B OWNBY DRILLING COMPANY ET			230	218	214935
LA-SGC0074-000	ELLA MAE HASSELL ET AL	AL		11/11/1957	230	218	214935	LA	Claiborne
LA-SGC0075-001	R A HASSELL ET AL	LA GLORIA OIL AND GAS COMPANY		3/14/1957	230	317	216230	LA	Claiborne
					298	146	233780
LA-SGC0075-002	R A HASSELL ET AL	HOOD GOLDSBERRY		1/3/1964	298	146	233780	LA	Claiborne
LA-SGC0076-001	J RALPH GOFF	SUGAR CREEK PRODUCING COMPANY		8/17/1977	445	591	281713	LA	Claiborne
LA-SGC0076-002	MARIE IVEY CASKEY	SUGAR CREEK PRODUCING COMPANY		8/25/1977	446	164	281872	LA	Claiborne
	W M DOBBINS NATURAL TUTOR FOR THE MINORS
	LON HENDERSON, ERLINE AND CLOYE MILDRED	STANDARD OIL COMPANY OF LOUISIANA ET
LA-SGC0077-000	DOBBINS	AL		10/28/1931	86	165		LA	Claiborne
LA-SGC0078-P02	J M KILPATRICK ET AL	TRIANGLE DRILLING CO INC		2/28/2029	73	152	68615	LA	Claiborne
					73	45	67296
					74	248	69788
LA-SGC0079-000	W M DOBBINS ET AL	TRIANGLE DRILLING CO INC		12/12/2028	86	167	80691	LA	Claiborne
					73	57	67309
LA-SGC0080-000	J W STEVENSON ET AL	TRIANGLE DRILLING CO INC		11/27/2028	74	249	69789	LA	Claiborne
LA-SGC0082-000	L C GARDNER	A R WHERRITT		7/6/1951	192	162		LA	Claiborne
					225	16
					195	415
					195	423
					195	422
LA-SGC0083-001	MARY L BAILEY ET AL	UNION PRODUCING CO ET AL		9/5/1956	195	428		LA	Claiborne
LA-SGC0084-000	SAM ANDREWS ET AL	TRIANGLE DRILLING CO INC		3/7/2029	73	56		LA	Claiborne
					73	83
LA-SGC0085-001	A J HODGES ET AL	TRIANGLE DRILLING CO INC		2/18/2029	73	83		LA	Claiborne
	T W AUBREY, NATURAL TUTOR FOR THE MINOR FLORA
LA-SGC0085-002	AUBREY AND LAWRENCE BROWN	L M MOFFITT		2/8/1930	76	2		LA	Claiborne
LA-SGC0085-003	J G WILSON	L M MOFFITT		2/11/1930	76	3		LA	Claiborne
LA-SGC0086-000	ADDIE ANDREWS DARRETT	J M MOSLEY		2/1/1930	73	183		LA	Claiborne
LA-SGC0087-000	ANNIE HARRIS ET AL	TRIANGLE DRILLING CO INC		8/4/1930	79	415		LA	Claiborne
LA-SGC0088-001	RUFUS SIMS ET AL	TRIANGLE DRILLING CO INC		1/1/2029	73	62		LA	Claiborne
LA-SGC0088-002	RUFUS SIMS ET AL	UNITED GAS PUBLIC SERVICE CO ET AL		5/31/1933	88	411		LA	Claiborne
LA-SGC0089-000	ANNE HARRIS ET AL	UNITED GAS PUBLIC SERVICE CO ET AL		5/31/1933	88	419		LA	Claiborne
LA-SGC0090-001	DAYTON SIMS	UNION PRODUCING COMPANY ET AL		3/9/1957	230	2		LA	Claiborne
LA-SGC0090-P02	DAYTON SIMS ET AL	SUGAR CREEK PRODUCING COMPANY		7/20/1978	459	600		LA	Claiborne
LA-SGC0091-000	LESTER SIMS ET AL	UNION PRODUCING CO ET AL		3/9/1957	230	1		LA	Claiborne
	COMMERICAL BANK OF ARCADIA REPRESENTED BY B R
LA-SGC0092-000	FELTS ET AL	TRAINGLE DRILLING CO INC		11/7/2028	73	52	67303	LA	Claiborne
LA-SGC0094-000	ELVYE BYRD WATSON ET AL	MCRAE EXPLORATION INC		9/10/1976	429	722	276608	LA	Claiborne
	BIENVILLE INVESTMENTS
LA-SGC0095-001	REPRESENTED BY JOHN B BARR, AS PARTNER	WILDHORSE RESOURCES LLC		6/15/2012	1612	7	446508	LA	Claiborne
LA-SGC0095-002	DANA MARIE DAWKINS	WILDHORSE RESOURCES LLC		4/26/2012	1608	274	446180	LA	Claiborne
LA-SGC0095-003	JAMES PHILLIP DAWKINS	WILDHORSE RESOURCES LLC		4/26/2012	1609	150	446245	LA	Claiborne
LA-SGC0095-004	KEVIN WEBB DAWKINS	WILDHORSE RESOURCES LLC		4/26/2012	1608	278	446181	LA	Claiborne
	ROY HENRY AND HILDA JEAN SMITH ANTEE			10/27/2012	1635	292	448980	LA	Claiborne
	WILLIAM CHRISTOPHER AND RACHEL GRIFFIN
	BASSETT			1/28/2013	1648	210	450477	LA	Claiborne
	SUMMER SIMPSON BOURN			11/5/2012	1635	279	448978	LA	Claiborne

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	BONNIE KELLEY BRACKIN			10/1/2012	1627	242	448214	LA	Claiborne
	DONALD J BYRD			3/14/2013	1648	240	450482	LA	Claiborne
	KATHY ANN CHANDLER			10/28/2012	1635	251	448976	LA	Claiborne
	ROBIN D KEEN DOBBINS			10/1/2012	1627	264	448218	LA	Claiborne
	GARY RONALD AND BRENDA KAY SCHMIDT
	GOODNIGHT			5/14/2013	1652	1	450891	LA	Claiborne
	MARY WILL JORDAN GRIFFIN			10/1/2012	1627	246	448215	LA	Claiborne
	GARY W. AND LELA A. HOLLEY			9/11/2012	1627	297	448224	LA	Claiborne
	SAMMIE L HOWELL, JR.			9/11/2012				LA	Claiborne
	MARION JEANETTE KEEN			10/1/2012	1627	252	448216	LA	Claiborne
	MOLLY SUE KEEN			10/1/2012	1627	258	448217	LA	Claiborne
	MARION JEANETTE KEEN			10/1/2012	1627	270	448219	LA	Claiborne
	REBECCA MOAK KEEN			6/10/2013	1656	164	451383	LA	Claiborne
	ELIZABETH CHERRY KELLEY			10/1/2012	1627	238	448213	LA	Claiborne
	BRIDGET SUZANNE CROWELL LANGLEY			10/15/2012				LA	Claiborne
	ROBERT DANLEY AND ANNA HARKINS LEWIS			10/1/2012	1627	205	448208	LA	Claiborne
	GAYLON L. AND PATSY BLACKWELL MARKS			10/15/2012	1627	291	448223	LA	Claiborne
	DARREN SCOTT AND KIMBERLY H. MOAK			12/6/2012	1637	130	449242	LA	Claiborne
	WILLIAM E. AND OLIVE REBECCA PARDUE MOORE			12/19/2012				LA	Claiborne
	MUDD HOLDINGS, L.L.C			3/8/2013	1648	220	450479	LA	Claiborne
	MARCUS LANE MURPHY			12/31/2012	1637	121	449240	LA	Claiborne
	RUTH CHILDRESS MURRAY			9/7/2012	1628	12	448227	LA	Claiborne
	DELAIN DREAZEALE PEARSON			10/1/2012	1627	209	448209	LA	Claiborne
	DANNY B PEARSON			10/1/2012	1635	268	448976	LA	Claiborne
	CHRISTOPHER ERIC AND STEPHANIE B. PERRY			12/19/2012	1648	267	450485	LA	Claiborne
	PULLIG HOLDINGS, L.L.C.			3/8/2013	1648	215	450478	LA	Claiborne
	GARY D. AND TRACIENNE M. REINHOLT			10/16/2012	1635	255	448974	LA	Claiborne
	ROBERT DANE RICH			1/10/2013	1650	260	450748	LA	Claiborne
	CARROLL DAVIS RICH			1/10/2013	1650	255	450747	LA	Claiborne
	EDNA LINDSEY ROBINSON			4/1/2013	1648	232	450481	LA	Claiborne
	CARSON HINES ROGERS			12/21/2012	1650	265	450749	LA	Claiborne
	MARTIN DANIEL ROLLINSON			1/29/2013	1648	247	450483	LA	Claiborne
	RUSSELL LAND & TIMBER, LLC			12/6/2012	1650	274	450751	LA	Claiborne
	CALVIN C. AND DOROTHY FAYE SIMPSON			10/15/2012				LA	Claiborne
	JERRY LANE AND PAMELA RUSSELL SIMPSON			11/5/2012	1635	272	448977	LA	Claiborne
	MARGARET B SIMPSON (USUFRUCT)			10/24/2012	1627	198	448207	LA	Claiborne
	MYRTIS COOK SPRINGER			10/15/2012	1627	280	448221	LA	Claiborne
	SUCCESSION OF LUMMIE RAY WAITS			11/9/2012	1635	296	449891	LA	Claiborne
	SUCCESSION OF LUMMIE RAY WAITS			12/27/2012	1648	272	450486	LA	Claiborne
	SUGAR CREEK FARMS, INC.			9/26/2012	1627	213	448210	LA	Claiborne
	THE ADAMS LIVING TRUST OF 1993			11/1/2012	1635	286	448979	LA	Claiborne
	CHRISTINE RENEE ELLIS TRAHAN			1/9/2013	1650	270	450750	LA	Claiborne
	RUDI BETH YOUNG			11/1/2012	1648	206	450476	LA	Claiborne
LA-SGC0052-001	CLEVON ROBERSON ET AL	CLAYTON WILLIAMS ENERGY INC		11/5/2007	1235	341	F90184	LA	Claiborne and Lincoln
LA-SGC0052-002	ESTHER ALLEN KING ET AL	HOOD PETROLEUM INC		6/15/2005	1178	124	F66193	LA	Claiborne and Lincoln
LA-SGC0052-004	MILDRED ALLEN BARNES ET AL	HOOD PETROLEUM INC		6/15/2005	1369	164	417363	LA	Claiborne and Lincoln
LA-SGC0052-005	CYNTHIA WALKER STEINACKER	HOOD PETROLEUM INC		3/23/2006	1197	717	F75036	LA	Claiborne and Lincoln
LA-SGC0052-006	TAMMY LYNN WALKER	HOOD PETROLEUM INC		3/15/2006	1197	711	F75034	LA	Claiborne and Lincoln
LA-SGC0052-007	JOHN WAYNE WALKER	HOOD PETROLEUM INC		3/23/2006	1197	714	F75035	LA	Claiborne and Lincoln
LA-SGC0052-008	DEBRA LOUISE WALKER	HOOD PETROLEUM INC		3/23/2006	1197	708	F75033	LA	Claiborne and Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SGC0052-003	RUFUS ALLEN	HOOD PETROLEUM INC		6/15/2005	1178	131	F66195	LA	Claiborne and Lincoln Claiborne
LA-HYN0001-MIN	ABERDEEN MINERALS	DEVON PRODUCTION		1/1/2001				LA	Lincoln
	DONNA JEAN DUNCAN FORD INDIVIDUALLY AND AS
	USUFRUCT
	INCOME BENEFICIARY AND TRUSTEE OF THE FORD				1366	47	416921		Claiborne
LA-SGC0022-006	FAMILY INVESTMENT COMPANY	HOOD PETROLEUM INC		8/10/2005	1366	47	416921	LA	Lincoln
					1367	82	417068		Claiborne
LA-SGC0022-007	PANTALOON HOLDING L P	HOOD PETROLEUM INC		8/29/2005	1367	82	417068	LA	Lincoln
LA-BEN0006-000	SUSTAINABLE FORESTS LLC	KCS RESOURCES INC		8/10/2005	854	333	621058	LA	De Soto
LA-BEN0011-000	LA BOKAY CORPORATION	KCS RESOURCES INC		3/1/2006	999	628	661973	LA	De Soto
LA-BEN0012-001	ALLEN L EVANS ET UX	KCS RESOURCES INC		1/5/2005	843	135	616597	LA	De Soto
LA-BEN0013-000	STEVEN LEWIS CONFAIR ET UX	KCS RESOURCES INC		9/14/2004	841	1	615624	LA	De Soto
LA-BEN0014-000	VICTOR F JACKSON	KCS RESOURCES INC		11/1/2004	841	46	615636	LA	De Soto
LA-BEN0015-000	JO ANNE HILL COPELAND	KCS RESOURCES INC		11/1/2004	841	50	615637	LA	De Soto
LA-BEN0016-000	BERTHA M JACKSON JONES	KCS RESOURCES INC		11/1/2004	841	9	615626	LA	De Soto
LA-BEN0017-001	JAMES F GREER ET UX	KCS RESOURCES INC		9/22/2004	841	67	615641	LA	De Soto
	R A TIMBER INC
LA-BEN0017-002	LOIS BOEMER GREER	KCS RESOURCES INC		10/1/2004	841	55	615638	LA	De Soto
LA-BEN0017-003	BO RISINGER ET UX	KCS RESOURCES INC		10/1/2004	841	59	615639	LA	De Soto
LA-BEN0017-004	ROBERT G GREER ET UX	KCS RESOURCES INC		9/22/2004	841	63	615640	LA	De Soto
LA-BEN0017-005	RONNIE BORDERS INC	KCS RESOURCES INC		5/14/2007	932	42	644873	LA	De Soto
LA-BEN0018-000	DOROTHY FAYE STANLEY	KCS RESOURCES INC		11/2/2004	841	12	615627	LA	De Soto
LA-BEN0019-000	WHITLOCK ENTERPRISES LLC	KCS RESOURCES INC		9/1/2004	841	26	615631	LA	De Soto
	LEONARD CARL WHITLOCK INDIV & AS TRUSTEE
LA-BEN0020-000	OF THE CLAUDINE WHITLOCK TESTAMENTARY TRUST	KCS RESOURCES INC		9/1/2004	841	30	615632	LA	De Soto
LA-BEN0021-001	JAMES J PHARES ET UX	KCS RESOURCES INC		9/29/2004	841	15	615628	LA	De Soto
LA-BEN0021-002	NABORS PROPERTIES LLC	KCS RESOURCES INC		11/1/2005	864	23	624400	LA	De Soto
LA-BEN0022-001	WAYMON GUITON	KCS RESOURCES INC		9/22/2004	841	79	615644	LA	De Soto
LA-BEN0022-002	MAUDICE O GUITON GENTRY	KCS RESOURCES INC		9/22/2004	840	876	615618	LA	De Soto
LA-BEN0022-003	IDA B GUITON BOYETTE	KCS RESOURCES INC		9/22/2004	841	71	615642	LA	De Soto
LA-BEN0022-004	LULA MAE GUITON WILLIAMS	KCS RESOURCES INC		9/22/2004	841	75	615643	LA	De Soto
LA-BEN0022-005	JESSE GUITON JONES	KCS RESOURCES INC		2/8/2005	847	715	618543	LA	De Soto
LA-BEN0022-006	TEOLA GUITON SANDERS	KCS RESOURCES INC		2/8/2005	847	723	618545	LA	De Soto
LA-BEN0022-007	NICHELE GUITON KINLOW	KCS RESOURCES INC		2/8/2005	849	333	619178	LA	De Soto
LA-BEN0022-008	ANTONIO ALLEN	KCS RESOURCES INC		2/2/2005	848	521	618878	LA	De Soto
LA-BEN0022-009	OSCAR V GUITON	KCS RESOURCES INC		10/7/2004	854	666	621200	LA	De Soto
LA-BEN0022-010	BIRDIE DILWORTH GUITON	KCS RESOURCES INC		10/7/2004	856	194	621656	LA	De Soto
LA-BEN0022-011	FELICE MELLIEON MARTINEZ	KCS RESOURCES INC		12/5/2005	863	872	624389	LA	De Soto
LA-BEN0022-012	LESLIE G BENIN	KCS RESOURCES INC		12/29/2005	872	354	627083	LA	De Soto
LA-BEN0022-013	LATANYA GUITON	KCS RESOURCES INC		1/29/2006	868	461	625817	LA	De Soto
	NELWYN HAMILTON ADAMS INDIVIDUALLY AND
	AS AGENT AND A-I-F FOR JAMES R ADAMS AND
LA-BEN0023-000	WILLIAMS C ADAMS	KCS RESOURCES INC		10/7/2004			613611	LA	De Soto
LA-BEN0024-000	DANIEL WARREN COLLINS ET AL	KCS RESOURCES INC		12/9/2005	864	1	624395	LA	De Soto
LA-BEN0025-000	JESSE JAMES JACKSON	KCS RESOURCES INC		11/1/2004	864	38	624403	LA	De Soto
LA-BEN0026-000	HEWITT LAND INVESTMENTS LLC	KCS RESOURCES INC		5/20/2006	907	666	636836	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-BEN0027-000	BLACKSTONE MINERALS CO ET AL	KCS RESOURCES INC		10/11/2004	840	50	615233	LA	De Soto
LA-BEN0028-000	CPS TIMBERLANDS LLC	KCS RESOURCES INC		12/15/2004	840	48	615232	LA	De Soto
LA-BEN0029-001	GARY W ELZEN	KCS RESOURCES INC		9/22/2004	841	22	615630	LA	De Soto
LA-BEN0029-002	FRED T ELZEN	KCS RESOURCES INC		9/10/2004	841	34	615633	LA	De Soto
LA-BEN0029-003	YVONNE BROWN HENAGAN	KCS RESOURCES INC		9/10/2004	840	895	615622	LA	De Soto
LA-BEN0029-004	PATRICIA BROWN HILBURN	KCS RESOURCES INC		9/10/2004	841	42	615635	LA	De Soto
LA-BEN0029-005	GAYLE JOSEPH JOBE	KCS RESOURCES INC		9/10/2004	840	899	615623	LA	De Soto
LA-BEN0029-006	TERESA JOSEPH ROOSE	KCS RESOURCES INC		9/10/2004	841	38	615634	LA	De Soto
LA-BEN0029-007	JOE ANTHONY ELZEN III	KCS RESOURCES INC		9/22/2004	841	18	615629	LA	De Soto
LA-BEN0029-P08	JOE ANTHONY ELZEN III	PETROHAWK PROPERTIES LP		5/29/2008	949	161	649540	LA	De Soto
LA-BEN0029-P09	FRED T ELZEN	PETROHAWK PROPERTIES LP		5/28/2008	949	169	649542	LA	De Soto
LA-BEN0029-P10	PATRICIA BROWN WILLIAMSON	PETROHAWK PROPERTIES LP		5/28/2008	949	165	649541	LA	De Soto
LA-BEN0029-P11	YVONNE BROWN HENAGAN	PETROHAWK PROPERTIES LP		5/28/2008	949	173	649543	LA	De Soto
LA-BEN0029-P12	TERESA JOSEPH ROOSE	PETROHAWK PROPERTIES LP		5/29/2008	949	177	649544	LA	De Soto
LA-BEN0029-P13	MARSHALL W JOBE	PETROHAWK PROPERTIES LP		6/4/2008	949	410	649644	LA	De Soto
LA-BEN0032-P00	STEVEN LEWIS CONFAIR ET UX	PETROHAWK PROPERTIES LP		6/2/2008	949	181	649545	LA	De Soto
LA-BEN0033-000	DANIEL WARREN COLLINS ET AL	KCS RESOURCES LLC		6/30/2009	1024	483	667457	LA	De Soto
LA-BEN0034-000	LA BOKAY CORPORATION	PETROHAWK PROPERTIES LP		8/15/2009	1029	784	668626	LA	De Soto
LA-LGP0001-001	ANDREW J HODGES III ET AL	KCS RESOURCES INC		5/2/2006	875	886	628214	LA	De Soto
	MARFEL
LA-LGP0002-000	BY DR KENT E ANTHONY MANAGING PARTNER	KCS RESOURCES INC		2/16/2007	907	670	636837	LA	De Soto
LA-LGP0003-001	SANDRA S HOLLAND ET AL	KCS RESOURCES INC		3/13/2007	912	483	638447	LA	De Soto
LA-LGP0004-000	NBC PROPERTY MANAGEMENT LLC	KCS RESOURCES INC		3/9/2007	912	488	638448	LA	De Soto
LA-LGP0005-000	DONNA B STEARNS ETAL	KCS RESOURCES INC		3/29/2007	932	123	644893	LA	De Soto
LA-LGP0006-000	GAY N B REYNOLDS MAY	PETROHAWK PROPERTIES LP		9/24/2009	1039	792	670675	LA	De Soto
LA-LGP0007-000	JOHNNY RAY BOOKER	PETROHAWK PROPERTIES LP		9/28/2009	1039	767	670670	LA	De Soto
LA-LGP0008-000	SUELLA F B COOPER ET VIR	PETROHAWK PROPERTIES LP		9/25/2009	1039	777	670672	LA	De Soto
					1039	772	670671
LA-LGP0009-001	TEANA R CHADWICK ET VIR	PETROHAWK PROPERTIES LP		9/29/2009	1039	772	670671	LA	De Soto
LA-LGP0009-002	LISA MARIE SNEAD	PETROHAWK PROPERTIES LP		9/29/2009	1039	797	670676	LA	De Soto
LA-LGP0009-003	MARY J CANIPE	PETROHAWK PROPERTIES LP		9/29/2009	1043	681	671530	LA	De Soto
LA-LGP0038-001	OLLIE COLEMAN MALLORY ET AL	SIDNEY E PINKSTON JR		7/13/1979	428	700	417125	LA	De Soto
LA-LGP0038-002	J B WOOD	SIDNEY E PINKSTON JR		7/13/1979	428	704	417126	LA	De Soto
		TEXAS GENERAL PETROLEUM					408278
LA-LGP0039-000	DOROTHY NELL CREECH STRONG ET AL	CORPORATION		6/29/1978	416	709	408321	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0040-000	GRAHAM CREECH ET AL	CORPORATION		6/29/1978	416	697	408275	LA	De Soto
LA-LGP0041-000	JAMES BOOKER ET UX	TRANSCO EXPLORATION COMPANY		9/9/1980	441	333	429174	LA	De Soto
LA-LGP0042-000	BILL BURCH ET UX	TRANSCO EXPLORATION COMPANY		3/12/1980	434	117	424445	LA	De Soto
LA-LGP0043-000	MARIE LEE NABORS ET AL	SIDNEY E PINKSTON JR		8/15/1979	432	99	421618	LA	De Soto
	MABEL B CALHOUN
LA-LGP0044-001	A/K/A MABLE B CALHOUN	TRANSCO EXPLORATION COMPANY		3/25/1982	505	939	448941	LA	De Soto
LA-LGP0044-002	NITA CALHOUN SMITH	TRANSCO EXPLORATION COMPANY		3/25/1982	505	943	448942	LA	De Soto
LA-LGP0044-003	S LOUIS CREECH	TRANSCO EXPLORATION COMPANY		3/14/1982	505	947	448943	LA	De Soto
		TEXAS GENERAL PETROLEUM			416	673	408269
LA-LGP0045-001	MYRTLE CREECH ET AL	CORPORATION		6/29/1978	416	673	408269	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0045-002	GARY R DOLEZAL	CORPORATION		8/9/1978	428	633	417104	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0045-003	MARICE SEIBER	CORPORATION		8/9/1978	428	617	417100	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
		TEXAS GENERAL PETROLEUM
LA-LGP0045-004	JOYCE ANN GLAU	CORPORATION		8/9/1978	428	621	417101	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0045-005	BILLIE JANE DAVIS	CORPORATION		8/9/1978	428	625	417102	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0045-006	MATTIE CREECH	CORPORATION		8/9/1978	428	613	417099	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0045-007	DONALD C DOLEZAL	CORPORATION		8/9/1978	428	629	417103	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0046-001	HERBERT FULTS	CORPORATION		12/14/1979	432	563	422684	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0046-002	GARY R DOLEZAL	CORPORATION		7/10/1978	416	693	408274	LA	De Soto
LA-LGP0046-003	EVA LOIS JONES FARGO	SIDNEY E PINKSTON JR		6/13/1978	415	717	407543	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0046-004	DONALD C DOLEZAL	CORPORATION		7/10/1978	416	689	408273	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0046-005	JOYCE ANN GLAU	CORPORATION		7/10/1978	428	590	417093	LA	De Soto
					435	660	426752
LA-LGP0046-006	META CREECH GRIGG	TRANSCO EXPLORATION COMPANY		5/27/1980	435	660	426752	LA	De Soto
		TEXAS GENERAL PETROLEUM			416	677	408270
LA-LGP0046-007	MARICE SEIBER	CORPORATION		7/10/1978	416	677	408270	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0046-008	MATTIE CREECH	CORPORATION		7/10/1978	416	681	408271	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0046-009	BILLIE JANE DAVIS	CORPORATION		7/10/1978	416	685	408272	LA	De Soto
					416	668	408268
					416	668	408268
		TEXAS GENERAL PETROLEUM			416	668	408268
LA-LGP0047-001	E CARLTON MCCOY ET AL	CORPORATION		6/29/1978	416	668	408268	LA	De Soto
		TEXAS GENERAL PETROLEUM			428	597	417095
LA-LGP0047-002	WILLIE CREECH ANDREWS	CORPORATION		9/8/1978	428	597	417095	LA	De Soto
LA-LGP0047-003	FRANCES ROUGEOT	SIDNEY E PINKSTON JR		4/13/1978	415	713	407542	LA	De Soto
LA-LGP0047-004	THOMAS DENNISON	TRANSCO EXLORATION COMPANY		6/10/1980	435	656	426751	LA	De Soto
		TEXAS GENERAL PETROLEUM
LA-LGP0047-005	JANIE LOU CREECH	CORPORATION		12/5/1978	428	601	417096	LA	De Soto
		TEXAS GENERAL PETROLEUM			416	654	408265
LA-LGP0047-006	CARLTON VERNON MCCOY	CORPORATION		6/29/1978	416	654	408265	LA	De Soto
LA-LGP0048-000	J P TODD ET UX	PHILLIPS PETROLEUM COMPANY		2/25/1955	209	287	242190	LA	De Soto
					217	439	249886
LA-LGP0049-001	DOVIE WEEKS LITTON WADDELL	PHILLIPS PETROLEUM CO.		2/28/1956	217	439	249886	LA	De Soto
LA-LGP0049-002	J A WEEKS	PHILLIPS PETROLEUM COMPANY		2/28/1956	217	441	249887	LA	De Soto
LA-LGP0050-000	J H SIMS	PHILLIPS PETROLEUM COMPANY		2/21/1956	217	393	249761	LA	De Soto
LA-LGP0051-001	J V CHRISTIAN	SKELLY OIL COMPANY		11/26/1954	207	625	240335	LA	De Soto
LA-LGP0051-002	J H SIMS	PHILLIPS PETROLEUM COMPANY		10/8/1956	222	347	254645	LA	De Soto
LA-LGP0052-000	GERTRUDE ATKINS ET AL	THE OHIO OIL COMPANY		4/4/1955	210	245	243150	LA	De Soto
LA-LGP0053-000	RACHAL CHRISTIAN ET AL	JOHN ALBAN		3/29/1945	154	271	167156	LA	De Soto
LA-LGP0054-001	MARY A RENTHY PALMER ANDERSON ET AL	C P SCURLOCK		5/31/1945	158	87	169303	LA	De Soto
LA-LGP0054-002	MARK ANDERSON	C P SCURLOCK		5/31/1945	158	64	169301	LA	De Soto
LA-LGP0054-003	CLARA HOBBS	C P SCURLOCK		5/31/1945	158	61	169300	LA	De Soto
LA-LGP0055-000	J G AUSTIN	J H SIMS		4/9/1946	161	545	174847	LA	De Soto
LA-LGP0056-001	IVA MAE SIMMONS	JULIAN M FARMER		6/10/1955	213	193	244277	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-LGP0056-002	MARK W ANDERSON	JULIAN M FARMER		6/10/1955	213	191	244276	LA	De Soto
LA-LGP0056-003	BESSIE A GRISSOM ET AL	JULIAN M FARMER		6/10/1955	213	195	244278	LA	De Soto
LA-LGP0056-004	CLARA JONES HOBBS	JULIAN M FARMER		6/10/1955	213	189	244275	LA	De Soto
LA-LGP0056-005	ELLEN A BONDS	OLIN OIL & GAS CORPORATION		8/11/1955	213	569	245456	LA	De Soto
LA-LGP0057-000	FA HOELL	J H SIMS		4/26/1946	164	55	175557	LA	De Soto
LA-LGP0058-000	FROST LUMBER INDUSTRIES INC	JOHN ALBAN		4/9/1945	151	573	169938	LA	De Soto
					210	175	243011
LA-LGP0059-000R	REBA ANTHONY THOMPSON	PHILLIPS PETROLEUM COMPANY		3/31/1955	210	175	243011	LA	De Soto
					210	177	243012
LA-LGP0060-000R	J B ANTHONY ET UX	PHILLIPS PETROLEUM COMPANY		4/20/1955	210	177	243012	LA	De Soto
					209	437	242343
					209	437	242343
					209	437	242343
LA-LGP0061-000R	JOHN J BOOKER	WILLIAM J NESBITT		3/25/1955	209	437	242343	LA	De Soto
					207	333	239301
LA-LGP0062-000R	MARY KATHARINE MOATS HOLLOWAY	SKELLY OIL COMPANY		10/8/1954	207	333	239301	LA	De Soto
					220	521	252923
LA-LGP0063-001R	WILLIE B COLEMAN	G G NESBITT JR		8/8/1956	220	521	252923	LA	De Soto
					220	519	252921
LA-LGP0063-002R	KEITH D WARD	G G NESBITT JR		8/8/1956	220	519	252921	LA	De Soto
					220	517	252919
LA-LGP0064-000R	PEARL ODOM	G G NESBITT JR		8/8/1956	220	517	252919	LA	De Soto
					220	543	253228
LA-LGP0065-000R	ETHEL CHRISTIAN BRYANT ET VIR	MONSANTO CHEMICAL COMPANY		8/9/1956	220	543	253228	LA	De Soto
					233	107	261395
LA-LGP0066-000R	ETHEL CHRISTIAN BRYANT ET VIR	MONSANTO CHEMICAL COMPANY		8/9/1957	233	107	261395	LA	De Soto
					210	125	242947
LA-LGP0067-000R	JOHN BOONE BOOKER	PHILLIPS PETROLEUM COMPANY		3/28/1955	210	125	242947	LA	De Soto
					210	181	243014
LA-LGP0068-001R	G E MOATS ET AL	PHILLIPS PETROLEUM COMPANY		4/4/1955	210	181	243014	LA	De Soto
							248371
					210	183	243015
LA-LGP0068-002R	JOSHUA M CRUSE ET AL	PHILLIPS PETROLEUM COMPANY		4/4/1955	210	183	243015	LA	De Soto
					0214	0231	246448
LA-LGP0069-000R	G E MOATS	PHILLIPS PETROLEUM COMPANY		9/22/1955	0214	0231	246448	LA	De Soto
					210	59	242843
LA-LGP0070-000R	WILLIE B BOOKER WARD COLEMAN	PHILLIPS PETROLEUM COMPANY		3/24/1955	210	59	242843	LA	De Soto
LA-SPI0002-000	KETCO CORPORATION	ST MARY LAND & EXPLORATION		3/10/2004	821	69	608761	LA	De Soto
LA-SPI0003-000	LARRY RODNEY CROCKER	ST MARY LAND & EXPLORATION		3/15/2004	821	83	608765	LA	De Soto
LA-SPI0004-000	BENJAMIN GEORGE CROCKER	ST MARY LAND & EXPLORATION		3/15/2004	821	86	608766	LA	De Soto
					427	441	415330
LA-SPI0201-001R	JANE LESH MURPHY	JAMES N BURGIN		1/17/1979	427	441	415330	LA	De Soto
					427	437	415329
LA-SPI0201-002R	LUCY D LESH ET AL	JAMES N BURGIN		1/17/1979	427	437	415329	LA	De Soto
					427	639	415715
LA-SPI0201-003R	JEROME TEMPLETON	JAMES N BURGIN		2/21/1979	427	639	415715	LA	De Soto
					427	239	414772
LA-SPI0201-004R	DUDLEY J LEBLANC JR ET AL	JAMES N BURGIN		12/20/1978	427	239	414772	LA	De Soto
	ROWENA ARMISTEAD				427	248	414774
LA-SPI0201-005R	AKA ROWENA P ARMISTEAD	JAMES N BURGIN		1/16/1979	427	248	414774	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					427	252	414775
LA-SPI0201-006R	CS MCCALLSR ET AL	JAMES N BURGIN		1/16/1979	427	252	414775	LA	De Soto
					427	634	415714
LA-SPI0201-007R	BEULAH CAIN SCHOONMAKER	TRANSCO EXPLORATION COMPANY		4/26/1979	427	634	415714	LA	De Soto
	ERNIE KSKIDMORE INDIV AND AS AGENT ANDA-I-F
	FOR THE ESTATE OF T H WILLIAMS, EDWARD C				427	243	414773
LA-SPI0201-008R	SKIDMORE AND ETHEL V SKIDMORE	JAMES N BURGIN		12/28/1978	427	243	414773	LA	De Soto
					428	137	416524
LA-SPI0202-001R	BERTIE T REEVES ET AL	TRANSCO EXPLORATION COMPANY		5/29/1979	428	137	416524	LA	De Soto
					425	431	412249
LA-SPI0202-002R	CLARICE BOWDEN TAYLOR ET AL	JAMES N BURGIN		1/4/1979	425	431	412249	LA	De Soto
					428	133	416523
LA-SPI0202-003R	MABLE F BOWDEN ET AL	JAMES N BURGIN		5/23/1979	428	133	416523	LA	De Soto
					428	173	416533
					428	173	416533
	THE HUNTER COMPANY INC				428	173	416533
LA-SPI0203-001R	REPRESENTED BY WILLIS L MEADOWS AS PRESIDENT	TRANSCO EXPLORATION COMPANY		5/1/1979	428	173	416533	LA	De Soto
					428	825	417171
LA-SPI0203-002R	WILLIAM J NESBITT ET UX	TRANSCO EXPLORATION COMPANY		6/29/1979	428	825	417171	LA	De Soto
					429	77	417411
					429	77	417411
					429	77	417411
LA-SPI0203-003R	ALVIN M JACKSON ET UX	TRANSCO EXPLORATION COMPANY		7/4/1979	429	77	417411	LA	De Soto
					429	81	417412
					429	81	417412
					429	81	417412
LA-SPI0203-004R	M F MCCAIN ET UX	TRANSCO EXPLORATION COMPANY		7/4/1979	429	81	417412	LA	De Soto
					429	85	417413
					429	85	417413
					429	85	417413
LA-SPI0203-005R	JOHN C MARSHALL	TRANSCO EXPLORATION COMPANY		7/11/1979	429	85	417413	LA	De Soto
					429	89	417414
LA-SPI0203-006R	FLOSSIE H COURTNEY ET AL	TRANSCO EXPLORATION COMPANY		7/20/1979	429	89	417414	LA	De Soto
					429	93	417415
LA-SPI0203-007R	ELLEN LANDERS GAMBLE ET AL	TRANSCO EXPLORATION COMPANY		7/19/1979	429	93	417415	LA	De Soto
					429	97	417416
					429	97	417416
					429	97	417416
LA-SPI0203-008R	EVANS CALVERT	TRANSCO EXPLORATION COMPANY		7/19/1979	429	97	417416	LA	De Soto
	WILFRED A NABORS INDIVIDUALLY AND AS AGENT
	AND ATTORNEY IN FACT FOR SARAH NABORS
	MULLINS, BIRDIE LOUISE NABORS, AND MARGARET				429	300	418000
LA-SPI0203-009R	NABORS PECKHAM	TRANSCO EXPLORATION COMPANY		7/19/1979	429	23	418000	LA	De Soto
					429	648	418398
LA-SPI0203-010R	MILDRED NUSSER DARPHIN ET AL	TRANSCO EXPLORATION COMPANY		8/14/1979	429	648	418398	LA	De Soto
					429	652	418399
LA-SPI0203-011R	R M WILSON ET UX	TRANSCO EXPLORATION COMPANY		8/2/1979	429	652	418399	LA	De Soto
	THE FIRST NATIONAL BANK OF MANSFIELD				429	656	418400
LA-SPI0203-012R	BY THOMAS B BATEMAN, PRESIDENT	TRANSCO EXPLORATION COMPANY		8/9/1979	429	656	418400	LA	De Soto
					430	81	418898
LA-SPI0203-013R	ROGER HAROLD FINCHER ET AL	TRANSCO EXPLORATION COMPANY		8/1/1979	430	81	418898	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book		Page		Reference		ST		County
						430		85		418899
LA-SPI0203-014R	SH DAVIS CO ET AL	TRANSCO EXPLORATION COMPANY		8/29/1979		430		85		418899		LA		De Soto
						430		89		418900
LA-SPI0203-015R	ST GERMAIN COMPANY	TRANSCO EXPLORATION COMPANY		8/29/1979		430		89		418900		LA		De Soto
						430		462		419413
LA-SPI0203-016R	DALETHAUWALD	TRANSCO EXPLORATION COMPANY		8/30/1979		430		462		419413		LA		De Soto
						430		466		419414
LA-SPI0203-017R	ELIZABETH HALL HUNTER ET AL	TRANSCO EXPLORATION COMPANY		8/1/1979		430		466		419414		LA		De Soto
						430		470		419415
LA-SPI0203-018R	HELEN BALLSCHNIEWIND	TRANSCO EXPLORATION COMPANY		8/29/1979		430		470		419415		LA		De Soto
						430		474		419416
LA-SPI0203-019R	MARIAN BALL THAYER	TRANSCO EXPLORATION COMPANY		8/29/1979		430		474		419416		LA		De Soto
						430		478		419417
LA-SPI0203-020R	WESCHOENECKET UX	TRANSCO EXPLORATION COMPANY		8/24/1979		430		478		419417		LA		De Soto
						411		408		405410
LA-SPI0203-021R	ANNE HEWITT BELVILLE ET AL	PENNZOIL PRODUCING COMPANY		5/1/1978		411		408		405410		LA		De Soto
						396		25		395376
LA-SPI0203-022R	WILLIAM EARL ROBBINS	PENNZOIL PRODUCING COMPANY		5/19/1977		396		25		395376		LA		De Soto
						783		366		591181
LA-SPI0203-023R	JAQUE LACHEZ CHARDONNAY	VASTAR RESOURCES INC		12/13/2001		783		366		591181		LA		De Soto
						783		370		591182
LA-SPI0203-024R	CLADIE MAE LONDON BUNKLEY	VASTAR RESOURCES INC		11/5/2001		783		370		591182		LA		De Soto
						428		141		416525
LA-SPI0204-001R	HARRY KEITH DUGAN	TRANSCO EXPLORATION COMPANY		5/28/1979		428		141		416525		LA		De Soto
						428		145		416526
LA-SPI0204-002R	HAZEL BAILEY HASKINS	TRANSCO EXPLORATION COMPANY		5/17/1979		428		145		416526		LA		De Soto
						428		149		416527
LA-SPI0204-003R	RUTH JEAN GOUDEAU DUNCAN	TRANSCO EXPLORATION COMPANY		5/17/1979		428		149		416527		LA		De Soto
						428		153		416528
LA-SPI0204-004R	SARA LAVERNE PARIS MAGGIO	TRANSCO EXPLORATION COMPANY		5/31/1979		428		153		416528		LA		De Soto
						428		157		416529
LA-SPI0204-005R	GLORIA A PARIS COSMEA	TRANSCO EXPLORATION COMPANY		5/31/1979		428		157		416529		LA		De Soto
						428		161		416530
LA-SPI0204-006R	BETTY Y PARIS MATHESON	TRANSCO EXPLORATION COMPANY		5/31/1979		428		161		416530		LA		De Soto
						428		165		416531
LA-SPI0204-007R	JOE M TOOMBS JR	TRANSCO EXPLORATION COMPANY		5/17/1979		428		165		416531		LA		De Soto
	WILLIAM E HAYES INDIVIDUALLY AND AS THE DULY
	QUALIFIED NATURALTUTOR OF MELANIE E HAYES					430		768		419797
LA-SPI0204-008R	AND HOLLY A HAYES	TRANSCO EXPLORATION COMPANY		9/25/1979		430		768		419797		LA		De Soto
						637		582		540792
LA-SPI0204-009R	SUE WINN	P&P PRODUCING INC		6/18/1994		637		582		540792		LA		De Soto
						637		578		540791
LA-SPI0204-010R	BLANCHE BROUSSARD ET AL	P&P PRODUCING INC		6/18/1994		637		578		540791		LA		De Soto
						134		468		141150
LA-SPI0205-001R	S H BATES ET AL	THE HUNTER COMPANY		9/3/1940		134		468		141150		LA		De Soto
										167542
LA-SPI0205-002R	S H BATES ET AL	A W PHILLIPS		3/23/1945						167542		LA		De Soto
						164		0105		175882
LA-SPI0205-003R	L R BATES ET AL	E P JARVIS ET AL		5/31/1946		164		0105		175882		LA		De Soto
						161		631		175229
LA-SPI0208-000R	JEWELL J HAMITER	J LEE YOUNGBLOOD		4/26/1946		161		631		175229		LA		De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					0134	0237	140317
LA-SPI0209-001R	DUDLEY J LEBLANC	THE HUNTER COMPANY INC		7/15/1940	0134	0237	140317	LA	De Soto
					134	175	140046
LA-SPI0209-002R	MARGARET M ANDERS	THE HUNTER COMPANY INC		6/25/1940	134	175	140046	LA	De Soto
					164	65	175622
LA-SPI0210-000R	W B HEWITT	J LEE YOUNGBLOOD		5/20/1946	164	65	175622	LA	De Soto
					147	440	163059
LA-SPI0211-001R	L E COLVIN	KERLYN OIL CO		7/13/1944	147	440	163059	LA	De Soto
					147	442	163060
LA-SPI0211-002R	W W FINCHER	KERLYN OIL COMPANY		7/13/1944	147	442	163060	LA	De Soto
					147	444	163061
LA-SPI0211-003R	S W LONG	KERLYN OIL COMPANY		7/13/1944	147	444	163061	LA	De Soto
					147	445	163062
LA-SPI0211-004R	EDWARD JAMES DEAS	KERLYN OIL COMPANY		7/21/1944	147	445	163062	LA	De Soto
					147	447	163063
LA-SPI0211-005R	E J FORSYTH	KERLYN OIL COMPANY		7/11/1944	147	447	163063	LA	De Soto
					147	449	163064
LA-SPI0211-006R	B W CAMPBELL	KERLYN OIL COMPANY		7/26/1944	147	449	163064	LA	De Soto
					147	405	162969
LA-SPI0211-007R	ADA H DEAS ET AL	KERLYN OIL COMPANY		7/14/1944	147	405	162969	LA	De Soto
					147	578	163462
LA-SPI0211-008R	JOSEPHINE CAMPBELL BELL	KERLYN OIL COMPANY		8/31/1944	147	578	163462	LA	De Soto
					150	172	163749
LA-SPI0211-009R	LUTHER DEAS	KERLYN OIL COMPANY		8/7/1944	150	172	163749	LA	De Soto
					0161	0233	172730
LA-SPI0213-000R	HOWARD MITCHELL ET UX	TRAVIS O WRIGHT		1/7/1946	0161	0233	172730	LA	De Soto
					173	67	185751
					173	67	185751
					173	67	185751
					173	67	185751
					173	67	185751
LA-SPI0214-001R	FRANK M GILLILAND	KERR-MCGEE OIL INDUSTRIES ET AL		6/1/1947	173	67	185751	LA	De Soto
					191	273	216528
					191	273	216528
					191	273	216528
LA-SPI0214-002R	ELIZABETH DYER	PHILLIPS PETROLEUM COMPANY		4/23/1951	191	273	216528	LA	De Soto
					0161	0371	173994
LA-SPI0215-001R	MILTON GANT	J LEE YOUNGBLOOD		3/6/1946	0161	0371	173994	LA	De Soto
	GEORGIA ELLER GANT				0161	0375	173996
LA-SPI0215-002R	NATURAL TUTRIX FOR CHARLIE GANT JR	J LEE YOUNGBLOOD		3/13/1946	0161	0375	173996	LA	De Soto
					0161	0373	173995
LA-SPI0215-003R	OVADER GANT	J LEE YOUNGBLOOD		3/11/1946	0161	0373	173995	LA	De Soto
					161	533	174682
LA-SPI0215-004R	ADELINE GANT S/P	J LEE YOUNGBLOOD		3/27/1946	161	533	174682	LA	De Soto
					0169	0555	184673
LA-SPI0215-005R	VIRGIL ADAMS	M J RYAN		5/27/1947	0169	0555	184673	LA	De Soto
					0169	0557	184674
LA-SPI0215-006R	COURTNEY DAVIS	M J RYAN		5/27/1947	0169	0557	184674	LA	De Soto
					0169	0575	184819
LA-SPI0215-007R	LARMIE DAVIS ET AL	M J RYAN		5/29/1947	0169	0575	184819	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					0169	0577	184820
LA-SPI0215-008R	IVORY DAVIS	M J RYAN		5/29/1947	0169	0577	184820	LA	De Soto
					191	295	216686
LA-SPI0215-009R	NOBLE GANT	M J RYAN		5/2/1951	191	295	216686	LA	De Soto
					0140	0365	156615
LA-SPI0215-010R	ELIZABETH SIMS LOFTUS ET AL	G C SCHOONMAKER		3/31/1943	0140	0365	156615	LA	De Soto
					173	21	185284
LA-SPI0215-P11R	OVADER GANT	M J RYAN		6/27/1947	173	21	185284	LA	De Soto
					0425	0581	412477
					0425	0581	412477
					0425	0581	412477
LA-SPI0218-001R	MAE LEE ELLIS	JAMES N BURGIN		1/24/1979	0425	0581	412477	LA	De Soto
					426	330	413367
					426	330	413367
					426	330	413367
LA-SPI0218-002R	RUTH E SIMS	JAMES N BURGIN		1/29/1979	426	330	413367	LA	De Soto
					425	423	412226
LA-SPI0218-003R	HATTIE MAE SANTIFER ET VIR	JAMES N BURGIN		12/28/1978	425	423	412226	LA	De Soto
					425	427	412227
LA-SPI0218-004R	ARTIS HOGAN	JAMES N BURGIN		12/30/1978	425	427	412227	LA	De Soto
					426	206	413175
LA-SPI0218-005R	ELVESSIE GREGGS ET AL	JAMES N BURGIN		1/24/1979	426	206	413175	LA	De Soto
					425	585	412428
LA-SPI0218-006R	HUEY P HOGAN	JAMES N BURGIN		1/24/1979	425	585	412428	LA	De Soto
	J H COLVIN JR INDIV
	AND AS TESTAMENTARY EXECUTOR OF L E COLVIN				427	129	414610
LA-SPI0218-007R	ESTATE	JAMES N BURGIN		1/9/1979	427	129	414610	LA	De Soto
					427	429	415327
LA-SPI0218-008R	ESSIE RAY WALTON	JAMES N BURGIN		1/24/1979	427	429	415327	LA	De Soto
							382300
							382300
							382300
LA-SPI0218-009R	AMOS GREEN ET UX	B & D INVESTMENTS		10/30/1975			382300	LA	De Soto
							382218
							382218
							382218
LA-SPI0218-010R	MARIE WIGGINS	B & D INVESTMENTS		11/3/1975			382218	LA	De Soto
							379473
LA-SPI0218-011R	LOYD C SIMS JR	B & D INVESTMENTS		6/10/1975			379473	LA	De Soto
							379482
LA-SPI0218-012R	SUDIE HOGAN MCKINNEY ET AL	B & D INVESTMENTS		6/11/1975			379482	LA	De Soto
							247442
LA-SPI0218-013R	ROBERT HOGAN ET AL	PHILLIPS PETROLEUM COMPANY		11/14/1955			247442	LA	De Soto
					217	463	250058
					217	463	250058
LA-SPI0218-014R	REED HOGAN ET AL	PHILLIPS PETROLEUM COMPANY		2/17/1956	217	463	250058	LA	De Soto
					415	229	407151
LA-SPI0218-015R	HATTIE MAE SANTIFER	MAROSKI INC		7/15/1978	415	229	407151	LA	De Soto
					419	298	409012
LA-SPI0218-016R	ARTIS HOGAN	MAROSKI INC		8/10/1978	419	298	409012	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book		Page		Reference		ST	County
						419		430		409249
LA-SPI0218-017R	HUEY HOGAN ET AL	MAROSKI INC		6/27/1978		419		430		409249	LA	De Soto
										379770
LA-SPI0218-018R	SOLOMON FORD ET AL	B & D INVESTMENTS		6/10/1975						379770	LA	De Soto
										379471
LA-SPI0218-019R	RILEY SMITH FORD ET AL	B & D INVESTMENTS		6/10/1975						379471	LA	De Soto
										379472
LA-SPI0218-020R	LOYD C SIMS JR	B & D INVESTMENTS		6/10/1975						379472	LA	De Soto
										379474
LA-SPI0218-021R	P J LOFTUS ET UX	B & D INVESTMENTS		6/11/1975						379474	LA	De Soto
						0427		0433		415328
LA-SPI0219-001R	MARVIN C THOMPSON ET AL	JAMES N BURGIN		5/2/1979		0427		0433		415328	LA	De Soto
						0428		0821		417170
LA-SPI0219-002R	JAN ROY ALLEN	JAMES N BURGIN		5/14/1979		0428		0821		417170	LA	De Soto
						0428		0169		416532
LA-SPI0219-003R	LINDA JO BARFIELD	JAMES N BURGIN		5/14/1979		0428		0169		416532	LA	De Soto
						0428		0025		416311
LA-SPI0219-004R	ROBERT R ALLEN	JAMES N BURGIN		5/14/1979		0428		0025		416311	LA	De Soto
						0429		0297		417999
LA-SPI0219-005R	GUY V ALLEN	TRANSCO EXPLORATION COMPANY		7/13/1979		0429		0297		417999	LA	De Soto
						0412		0341		406223
LA-SPI0219-006R	WILEY H HEARD	TRANSCO EXPLORATION COMPANY		6/9/1978		0412		0341		406223	LA	De Soto
						0412		0345		406224
LA-SPI0219-007R	G M COUCH JR	TRANSCO EXPLORATION COMPANY		5/23/1978		0412		0345		406224	LA	De Soto
						425		419		412225
LA-SPI0219-008R	ELIZABETH R JONES ETVIR	JAMES N BURGIN		12/26/1978		425		419		412225	LA	De Soto
LA-SPI0219-009	CORA MAY GAY	TRANSCO EXPLORATION COMPANY		11/28/1978		424		531		411002	LA	De Soto
						194		377		225182
LA-SPI0220-001R	JOHN L WOFFORD	S E DAVIES		6/27/1952		194		377		225182	LA	De Soto
						194		395		225374
LA-SPI0220-P02R	JAMES H DUGAN	S E DAVIES		6/19/1952		194		395		225374	LA	De Soto
	BLANCHE WEMPLE GOUDEAU NATURAL TUTRIX OF					194		413		225634
LA-SPI0220-P03R	THE MINOR RUTH JEAN GOUDEAU	S E DAVIES		7/31/1952		194		413		225634	LA	De Soto
						0416		0774		408327
LA-SPI0222-000R	JOHN LEE WOFFORD ET UX	TRANSCO EXPLORATION COMPANY		7/27/1978		0416		0774		408327	LA	De Soto
						0194		0331		224630
LA-SPI0223-000R	W B HEWITT	S E DAVIES		6/4/1952		0194		0331		224630	LA	De Soto
						194		507		226194
LA-SPI0224-000R	IVA STRIBLING BAKER ET AL	S E DAVIES		7/2/1952		194		507		226194	LA	De Soto
						0209		0295		242243
LA-SPI0226-000R	P C REEVES ET AL	PHILLIPS PETROLEUM COMPANY ET AL		2/17/1955		0209		0295		242243	LA	De Soto
						186		429		212494
LA-SPI0227-000R	STUART PROVOST ET AL	KERR-MCGEE OIL INDUSTRIES INC		10/4/1950		186		429		212494	LA	De Soto
						161		167		172455
LA-SPI0228-001R	P C REEVES ET AL	J LEE YOUNG BLOOD		12/26/1945		161		167		172455	LA	De Soto
						161		163		172407
LA-SPI0228-002R	R J AYCOCK	J LEE YOUNG BLOOD		1/3/1946		161		163		172407	LA	De Soto
						161		209		172582
LA-SPI0228-003R	DORIS AYCOCK	J LEE YOUNG BLOOD		12/26/1945		161		209		172582	LA	De Soto
						161		235		172737
LA-SPI0228-004R	ELIZABETH R JONES	J LEE YOUNG BLOOD		12/26/1945		161		235		172737	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					194	435	225743
LA-SPI0229-000R	CEDAR HILL BAPTIST CHURCH	PHILLIPS PETROLEUM COMPANY		7/25/1952	194	435	225743	LA	De Soto
					0203	0025	235095
LA-SPI0230-000R	CEDAR HILL BAPTIST CHURCH	J H SIMS		3/25/1954	0203	0025	235095	LA	De Soto
					412	381	406232
LA-SPI0231-000R	TERRELL S TEMPLE	TRANSCO EXPLORATION COMPANY		6/12/1978	412	381	406232	LA	De Soto
					424	696	411458
LA-SPI0232-000R	CATHERINE ERWIN MORRIS ET AL	TRANSCO EXPLORATION COMPANY		12/11/1978	424	696	411458	LA	De Soto
					416	786	408358
LA-SPI0233-000R	ALVIN DALE METCALF ET UX	TRANSCO EXPLORATION COMPANY		10/8/1978	416	786	408358	LA	De Soto
					415	860	407692
					446	32	420008
					415	860	407692
LA-SPI0234-000R	BENOYD TEMPLE ET AL	TRANSCO EXPLORATION COMPANY		6/15/1978	446	32	420008	LA	De Soto
					415	92	407008
LA-SPI0235-000R	JIM R BATH ET AL	TRANSCO EXPLORATION COMPANY		7/14/1978	415	92	407008	LA	De Soto
					412	377	406231
LA-SPI0236-000R	TRUMAN P BLUE ET UX	TRANSCO EXPLORATION COMPANY		6/12/1978	412	377	406231	LA	De Soto
					412	373	406230
LA-SPI0237-000R	AUBREY LEE MANTOOTH ET UX	TRANSCO EXPLORATION COMPANY		6/12/1978	412	373	406230	LA	De Soto
					353	858	379485
LA-SPI0238-000R	RUDOLPH D PHARIS	B & D INVESTMENTS		6/17/1975	353	858	379485	LA	De Soto
					411	527	405584
LA-SPI0239-000R	DAVID NINIAN GLANCY ET UX	TRANSCO EXPLORATION COMPANY		5/23/1978	411	527	405584	LA	De Soto
					415	40	406996
LA-SPI0240-001R	GUY BERTON LOVE	TRANSCO EXPLORATION COMPANY		6/15/1978	415	40	406996	LA	De Soto
					411	522	405583
LA-SPI0240-002R	HUGH B GLANCY	TRANSCO EXPLORATION COMPANY		5/23/1978	411	522	405583	LA	De Soto
	SHADY GROVE UNITED METHODIST CHURCH				426	202	413174
LA-SPI0241-000R	REV GEORGE L THOMAS, PASTOR	JAMES N BURGIN		2/1/1979	426	202	413174	LA	De Soto
					359	34	382410
LA-SPI0242-000R	OLLIE MOSLEY ET AL	B & D INVESTMENTS		6/20/1975	359	34	382410	LA	De Soto
					353	815	379476
LA-SPI0244-001R	NORMA LEE HOGAN	B & D INVESTMENTS		6/10/1975	353	815	379476	LA	De Soto
					353	811	379475
LA-SPI0244-002R	PINK HOGAN	B & D INVESTMENTS		6/14/1975	353	811	379475	LA	De Soto
					355	202	379774
LA-SPI0245-000R	THOMAS FRED WALL ET AL	B & D INVESTMENTS		5/28/1975	355	202	379774	LA	De Soto
					353	819	379477
LA-SPI0246-000R	JAMES H TAYLOR ET AL	B & D INVESTMENTS		6/5/1975	353	819	379477	LA	De Soto
					412	337	406222
LA-SPI0248-000R	JUANITA CHRISTIAN PARKER	TRANSCO EXPLORATION COMPANY		6/9/1978	412	337	406222	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book		Page		Reference	ST	County
						505		801	448622
						505		801	448622
						505		801	448622
						505		801	448622
						505		801	448622
						505		801	448622
						505		801	448622
						505		801	448622
						505		801	448622
LA-SPI0250-001R	PAUL D PRESTON	TRANSCO EXPLORATION COMPANY		7/17/1982		505		801	448622	LA	De Soto
						505		807	448623
LA-SPI0250-002R	JOE ATKINS	TRANSCO EXPLORATION COMPANY		2/20/1982		505		807	448623	LA	De Soto
						435		767	426867
LA-SPI0250-003R	JOE ATKINS	TRANSCO EXPLORATION COMPANY		5/13/1980		435		767	426867	LA	De Soto
						209		473	242420
						209		473	242420
						209		473	242420
LA-SPI0254-000R	J V CHRISTIAN	PHILLIPS PETROLEUM COMPANY		3/11/1955		209		473	242420	LA	De Soto
						257		285	297205
LA-SPI0263-001	EVANS CALVERT	PHILLIPS PETROLEUM COMPANY		1/15/1963		257		285	297205	LA	De Soto
						257		305	297258
LA-SPI0263-002	J MURRAY KIDD	PHILLIPS		1/17/1963		257		305	297258	LA	De Soto
						257		287	297206
LA-SPI0263-003	A A KIDD	PHILLIPS PETROLEUM COMPANY		1/15/1963		257		287	297206	LA	De Soto
						257		289	297207
LA-SPI0263-004	J W CARAWAY	PHILLIPS PETROLEUM COMPANY		1/15/1963		257		289	297207	LA	De Soto
	L R HEWITT INDIVIDUALLY AND AS AGENT AND
	ATTORNEY IN FACT FOR DOROTHY PRESTRIDGE AND					257		291	297208
LA-SPI0264-000	ANNE BELVILLE	PHILLIPS PETROLEUM COMPANY		1/19/1963		257		291	297208	LA	De Soto
						257		355	298116
LA-SPI0265-001	ELLA P HOLLINGSWORTH	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		355	298116	LA	De Soto
						257		357	298117
LA-SPI0265-002	LENNA PETTY JENKINS	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		357	298117	LA	De Soto
						257		359	298118
LA-SPI0265-003	DAISY P HUNTER	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		359	298118	LA	De Soto
						257		361	298119
LA-SPI0265-004	DON G PETTY	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		361	298119	LA	De Soto
						257		363	298120
LA-SPI0265-005	FRANCES PETTY EDGE	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		363	298120	LA	De Soto
						257		365	298121
LA-SPI0265-006	DON H FORD ET AL	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		365	298121	LA	De Soto
						257		369	298498
LA-SPI0265-007	FRANK A PETTY ET AL	PHILLIPS PETROLEUM COMPANY		2/7/1963		257		369	298498	LA	De Soto
						257		271	297002
LA-SPI0266-000	MARY B BILLINGSLEY	PHILLIPS PETROLEUM COMPANY		1/3/1963		257		271	297002	LA	De Soto
						257		533	300742
LA-SPI0267-001	FRED A WESTMORELAND	PHILLIPS PETROLEUM COMPANY		8/13/1963		257		533	300742	LA	De Soto
						257		531	300741
LA-SPI0267-002	HARMON PALMER	PHILLIPS PETROLEUM COMPANY		8/13/1963		257		531	300741	LA	De Soto
						257		529	300740
LA-SPI0267-003	LEAH PALMER WILSON	PHILLIPS PETROLEUM COMPANY		8/13/1963		257		529	300740	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					257	727	300739
LA-SPI0267-004	ADA PALMER PARR	PHILLIPS PETROLEUM COMPANY		8/13/1963	257	727	300739	LA	De Soto
					257	571	300917
LA-SPI0267-005	ELIZABETH WESTMORELAND GOODENOUGH	PHILLIPS PETROLEUM COMPANY		8/13/1963	257	571	300917	LA	De Soto
							469993
LA-SPI0268-001	ZORA B ANTHONY	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	477	585687	LA	De Soto
							469991
LA-SPI0268-002	MATTIE B BUTLER	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	469	585682	LA	De Soto
							469992
							585686
							585685
LA-SPI0268-003	MILTON M BAKER	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	473	585684	LA	De Soto
							469990
LA-SPI0268-004	ALICE B CHRISTIAN	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	465	585673	LA	De Soto
							469994
LA-SPI0268-005	JANIS B VANDEWERKER	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	481	585679	LA	De Soto
							470179
LA-SPI0268-006	IVA B HILBURN	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	555	585683	LA	De Soto
							470178
LA-SPI0268-007	DOROTHY JEAN B MCFADDEN	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	551	585794	LA	De Soto
							470496
LA-SPI0268-008	RODNEY BAKER	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	608	585681	LA	De Soto
							470495
LA-SPI0268-009	JERRY TILLEY CHARLIE P BAKER SUCCESSION REPRESENTED BY MARY KATHRYN BAKER AS	PHILLIPS PETROLEUM COMPANY		8/27/1984	545	604	585688 481475	LA	De Soto
LA-SPI0268-010	ANCILLARY SUCCESSOR ADMINISTRATRIX	PHILLIPS PETROLEUM COMPANY		10/28/1985	590	1	585680-1	LA	De Soto
							499073
LA-SPI0268-011	WALTER ROBERT BILLINGSLEY ET AL	PHILLIPS PETROLEUM COMPANY		12/15/1987	593	319	585795	LA	De Soto
LA-SPI0269-001	CARLTON LUMBER COMPANY INC	TRANSCO EXPLORATION COMPANY		6/14/1978	415	74	407004	LA	De Soto
LA-SPI0269-002	DOVIE WEEKS WADDELL	TRANSCO EXPLORATION COMPANY		6/28/1978	415	79	407005	LA	De Soto
LA-SPI0272-000	MILTON M BAKER ET AL DESOTO OIL AND GAS TRUST	TRANSCO EXPLORATION COMPANY PHILLIPS PETROLEUM COMPANY AND KERR		4/14/1978	412	364	406228	LA	De Soto
LA-SPI0273-000	JAMES S GILLILAND AS TRUSTEE	MCGEE CORPORATION		11/1/1989	649	762	513409	LA	De Soto
					169	399	183796
					169	399	183796
					169	399	183796
LA-SPI0279-000R	C J PROVOST ET AL	E A CHAMBERLAIN		3/22/1947	169	399	183796	LA	De Soto
					169	481	184353
LA-SPI0280-001	HATTIE MOATS CRUSE ET AL	J H SIMS		4/18/1947	169	481	184353	LA	De Soto
LA-SPI0280-002	NELLIE MOATS DIXON	J H SIMS		4/18/1947	173	23	185285	LA	De Soto
LA-SPI0280-P03	J H SIMS	SINCLAIR OIL & GAS COMPANY		4/12/1957	227	343	257852	LA	De Soto
					181	533	206006
LA-SPI0281-001R	SMITH FORD SR	M J RYAN		2/2/1950	181	533	206006	LA	De Soto
					198	425	230142
LA-SPI0281-P02R	FRANK MEIER	PHILLIPS PETROLEUM COMPANY		2/12/1953	198	425	230142	LA	De Soto
					203	1	234821
LA-SPI0281-P03R	FRANK MEIER	PHILLIPS PETROLEUM COMPANY		12/22/1953	203	1	234821	LA	De Soto
LA-SPI0282-000	HEARTFIELD DAVIS	J LEE YOUNGBLOOD		12/31/1945	161	133	172366	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					411	368	405213
					411	368	405213
LA-SPI0283-000R	JOHN PAUL CULPEPPER ET UX	DALLAS EXPLORATION INC		5/23/1978	411	368	405213	LA	De Soto
		KERR-MCGEE OIL INDUSTRIES INC AND			173	61	185748
LA-SPI0284-000	FRANK M GILLILAND	PHILLIPS PEROLEUM COMPANY		6/1/1947	173	61	185748	LA	De Soto
LA-SPI0285-001	SOLOMON FORD ET AL	PHILLIPS PETROLEUM COMPANY		2/1/1956	217	235	248986	LA	De Soto
LA-SPI0285-002	LOUIS FORD JR	J H SIMS		9/22/1955	214	163	246228	LA	De Soto
	ARMENIA FORD WESLEY GUARDIAN OF THE MINORS
LA-SPI0285-003	MARY FRANCES FORD ET AL	KERR- MCGEE OIL INDUSTRIES INC		4/27/1957	227	415	258121	LA	De Soto
	VIVA PAXTON SAUNDERS INDIVIDUALLY AND AS
LA-SPI0286-000	AGENT AND A-I-F FOR WILLIAM P SAUNDERS ET AL	PHILLIPS PETROLEUM COMPANY		5/7/1952	194	307	224210	LA	De Soto
					149	646
LA-SPI0287-000	HEARTFIELD DAVIS	RUTHT ABNEY		12/4/1944	162	168	164483	LA	De Soto
					161	627
LA-SPI0288-000	LOUISIANA LAND & INVESTMENT COMPANY LTD	W C NABORS		5/3/1945	162	198	175220	LA	De Soto
					416	766	408325
LA-SPI0289-000R	JOHN LEE WOFFORD ET UX	TRANSCO EXPLORATION COMPANY		7/27/1978	416	766	408325	LA	De Soto
					415	87	407007
LA-SPI0290-001	DELTA S BAKER	TRANSCO EXPLORATION COMPANY		6/22/1978	415	87	407007	LA	De Soto
					415	96	407009
LA-SPI0290-002	GORDON B CHRISTIAN ET UX	TRANSCO EXPLORATION COMPANY		6/9/1978	415	96	407009	LA	De Soto
					415	44	406997
LA-SPI0290-003	IVA NELL B HILBURN ET AL	TRANSCO EXPLORATION COMPANY		4/14/1978	415	44	406997	LA	De Soto
					416	770	408326
LA-SPI0291-000R	JOHN LEE WOFFORD ET UX	TRANSCO EXPLORATION COMPANY		7/27/1978	416	770	408326	LA	De Soto
LA-SPI0292-000	FLORENCE M ANTHONY ET AL	TRANSCO EXPLORATION COMPANY		4/24/1978	412	369	406229	LA	De Soto
LA-SPI0293-000	MILTON M BAKER ET AL	TRANSCO EXPLORATION COMPANY		4/14/1978	412	354	406226	LA	De Soto
LA-SPI0294-000	REBA ANTHONY THOMPSON	TRANSCO EXPLORATION COMPANY		4/24/1978	415	66	407002	LA	De Soto
	THE NEW BETHANY CUMBERLAND PRESBYTERIAN
	CHURCH
	REPRESENTED BY MILTON M BAKER AND J P AUSTIN
LA-SPI0295-000	AT DULY APPOINTED DEACONS	TRANSCO EXPLORATION COMPANY		6/20/1978	415	70	407003	LA	De Soto
	MCCOY BROS LUMBER COMPANY INC				357	46	380920
LA-SPI0296-000R	E CARLTON MCCOY PRESIDENT	PHILLIPS PETROLEUM COMPANY		4/16/1975	357	46	380920	LA	De Soto
LA-SPI0297-000R	E CARLTON MCCOY ET AL	TRANSCO EXPLORATION COMPANY		1/9/1980	432	817	423074	LA	De Soto
LA-SPI0298-000	ROBERT PEYTON BAKER	P & P PRODUCING INC		4/25/1994	637	636	541015	LA	De Soto
							541018
LA-SPI0299-000	MILTON M BAKER ET AL	P & P PRODUCING INC		4/22/1994	637	648	542409	LA	De Soto
							541019
LA-SPI0300-000	MILTON M BAKER	P & P PRODUCING INC		4/22/1994	637	652	542408	LA	De Soto
							541016
LA-SPI0301-000	JERE DALE HILBURN	P & P PRODUCING INC		4/25/1994	637	640	542413	LA	De Soto
							541014
LA-SPI0302-000	STEPHEN STRIBLING BAKER	P & P PRODUCING INC		4/22/1994	637	632	542410	LA	De Soto
							541017
LA-SPI0303-000	IVA NELL TANGUIS	P & P PRODUCING INC		4/25/1994	637	644	542411	LA	De Soto
LA-SPI0304-000	C P SCURLOCK ESTATE	PARKER & PARSLEY DEVELOPMENT L P		1/30/1995	638	81	542407	LA	De Soto
LA-SPI0305-000	MILTON M BAKER ET AL	TRANSCO EXPLORATION COMPANY		4/14/1978	412	359	406227	LA	De Soto

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					164	125	175989
					164	125	175989
					164	125	175989
					164	125	175989
					164	125	175989
LA-SPI0306-001R	J P WEMPLE TUTOR OF IMOGEN MADING	J LEE YOUNGBLOOD		6/11/1946	164	125	175989	LA	De Soto
LA-SPI0306-002	ELIZABETH DYER	PHILLIPS PETROLEUM COMPANY		8/18/1953	200	255	232241	LA	De Soto
					173	65	185750
					173	65	185750
					173	65	185750
					173	65	185750
		KERR-MCGEE OIL INDUSTRIES AND PHILLIPS			173	65	185750
LA-SPI0306-003	FRANK M GILLILAND	PETROLEUM COMPANY		6/1/1947	173	65	185750	LA	De Soto
						569	174994
							174994
						569	174994
						569	174994
						569	174994
LA-SPI0306-004R	FRANK W GILLILAND ET AL	KERR-MCGEE OIL INDUSTRIES INC		4/15/1946		569	174994	LA	De Soto
		E P JARVIS, A MARCELL AND G CV			156	207	168633
LA-SPI0308-001R	J H DUGAN	SCHOONMAKER		5/29/1945	156	207	168633	LA	De Soto
					176	105	187991
LA-SPI0308-002R	M J RYAN	G C SCHOONMAKER		11/5/1947	176	105	187991	LA	De Soto
					176	103	187971
LA-SPI0308-003R	H W BOWDEN	M J RYAN		10/31/1947	176	103	187971	LA	De Soto
LA-SPI0310-000R	TOMMY GORDON CASSEL ET UX	DALLAS EXPLORATION, INC		6/8/1973	412	522	406450	LA	De Soto
LA-SPI0311-MIN	BP AMERICA PRODUCTION CO	WILDHORSE RESOURCES LLC		11/4/2010	1137	605	691675	LA	De Soto
					390	841	395229
LA-SPI0312-000	MINNIE JONES EVANS	E R MUSGRAVE		6/2/1977	795	302	591179	LA	De Soto
					396	95	395444
LA-SPI0313-000	JOE LEE JONES	E R MUSGRAVE		6/3/1977	795	304	591180	LA	De Soto
					390	792	395177
LA-SPI0314-000	ARLINGTON E ATWOOD ET UX	E R MUSGRAVE		5/19/1977	794	546	590586	LA	De Soto
					353	823	379478
LA-SPI0315-000R	PAUL D WINDHAM	B & D INVESTMENTS		5/30/1975	353	823	379478	LA	De Soto
LA-VER0001-000	MARY EDITH FREUDENDORF	HOOD PETROLEUM INC		9/20/2004	363	484	FILE #359156	LA	Jackson
LA-VER0002-000	TERRY O EWING ET AL	HOOD PETROLEUM INC		10/13/2004	363	487	FILE #359157	LA	Jackson
LA-VER0003-000	TOPPER CORPORATION	HOOD PETROLEUM INC		10/13/2004	363	493	FILE #359158	LA	Jackson
LA-VER0004-001	JOHNSON O’NEAL WALPOLE ET AL	HOOD PETROLEUM INC		10/13/2004	363	500	FILE #359159	LA	Jackson
LA-VER0004-002	MARY DIANE WALPOLE HENNIGAN	HOOD PETROLEUM INC		10/13/2004	363	507	FILE #359160	LA	Jackson
LA-VER0005-000	MARCIA ANNE POOL	HOOD PETROLEUM INC		7/19/2005	372	997	FILE #364092	LA	Jackson
LA-CAL0001-000	DAVID LAMAR SPILLERS ET UX	STRAT LAND EXPL CO		9/9/1998	1034	344	7186	LA	Lincoln
LA-CAL0002-000	LULA ORA SMITH ET AL	SOUTHWEST GAS PROD CO INC		1/2/1959	66	211	C-14984	LA	Lincoln
LA-CAL0003-000	JAMES R HOLSTEAD	SOUTHWEST GAS PROD CO INC		1/13/1959	66	253	C-15037	LA	Lincoln
LA-CAL0004-000	HENRY H DAVIS ET UX	STRAT LAND EXPL CO		9/9/1998	1034	346	7187	LA	Lincoln
LA-CAL0005-000	B B MCCLENDON ET AL	CRESLENN OIL COMPANY		3/28/1958	60	623	C-9802	LA	Lincoln
LA-CAL0006-000	LOU SIMS COX ET AL	N A RANDALL		3/19/1958	61	289	C-10240	LA	Lincoln
LA-CAL0007-000	BELVIN BENNETT	JAMES M BOGAN		2/18/1954	69	96		LA	Lincoln
LA-CAL0008-000	RICHARD L REA ET UX	KCS MEDALLION RESOURCES, INC.		1/29/1998	1019	41	3546	LA	Lincoln
LA-CHO0001-000	THOMAS DURWARD CHANDLER ET UX	FRANKS PETROLEUM INC		5/19/1978	231	145		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
		SOUTHWEST NATURAL PRODUCTION
LA-CHO0002-001	FLORENCE ISABEL CALHOUN	COMPANY		10/18/1954	71		N-128792	LA	Lincoln
LA-CHO0003-000	FLORENCE ISABEL CALHOUN ET AL	UNITED CARBON COMPANY		5/31/1944	34	367		LA	Lincoln
LA-CHO0004-000	LULA MAE LAWHON LINER ET AL	FRANKS PETROLEUM INC		1/24/1979	247	43		LA	Lincoln
LA-CHO0005-000	MADIE OPAL BARRETT GIMBERT	FRANKS PETROLEUM INC		5/10/1978	237	113		LA	Lincoln
LA-CHO0006-001	VIRGINIA B MCROBBIE	FRANKS PETROLEUM INC		5/4/1978	231	158		LA	Lincoln
LA-CHO0006-002	MAE T BURGESS ET AL	FRANKS PETROLEUM INC		5/4/1978	229	684		LA	Lincoln
LA-CHO0007-000	ESTHER B PATTON	FRANKS PETROLEUM INC		5/5/1978	229	692		LA	Lincoln
LA-FTA0001-000	FELIX EUGENE LUEG	WILDHORSE RESOURCES LLC		2/24/2011	1299	431	F117517	LA	Lincoln
LA-FTA0002-000	ALTON RAY KILGORE ET UX	WILDHORSE RESOURCES LLC		2/22/2011	1299	457	F117522	LA	Lincoln
	DOROTHY STAFFORD NOLAN INDIVIDUALLY AND AS				1299	451	F117521
LA-FTA0003-001	USUFRUCTUARY ET AL	WILDHORSE RESOURCES LLC		3/1/2011	1299	451	F117521	LA	Lincoln
LA-FTA0004-000	EVELYN WILDER GRAY	WILDHORSE RESOURCES LLC		3/10/2011	1299	446	F117520	LA	Lincoln
LA-FTA0005-000	PHALA HARTZOG SIMMONS ET AL	WILDHORSE RESOURCES LLC		2/25/2011	1299	436	F117518	LA	Lincoln
LA-FTA0006-000	GLENDA FAYE COLVIN KNOWLES	WILDHORSE RESOURCES LLC		3/15/2011	1299	478	F117527	LA	Lincoln
LA-FTA0007-000	MITZI ELIZABETH HAMILTON WERNER	WILDHORSE RESOURCES LLC		3/10/2011	1299	475	F117526	LA	Lincoln
					1299	472	F117525
LA-FTA0008-001	RICHARD WESLEY EMERSON ET UX	WILDHORSE RESOURCES LLC		3/15/2011	1299	472	F117525	LA	Lincoln
					1299	492	F117531
LA-FTA0008-002	FRANCES LEIGH TRAYLOR	WILDHORSE RESOURCES LLC		3/31/2011	1299	472	F117525	LA	Lincoln
LA-FTA0008-003	MITZI ELIZABETH HAMILTON WERNER	WILDHORSE RESOURCES LLC		8/9/2011	1306	607	F120750	LA	Lincoln
LA-FTA0008-004	JIMMIE L CATES	WILDHORSE RESOURCES LLC		8/9/2011	1306	611	F120751	LA	Lincoln
LA-FTA0008-005	DONALD RANDOLPH STUEART ET AL	WILDHORSE RESOURCES LLC		3/29/2011	1306	603	F120749	LA	Lincoln
LA-FTA0009-000	DONALD RANDOLPH STUEART ET AL	WILDHORSE RESOURCES LLC		3/22/2011	1299	462	F117523	LA	Lincoln
LA-FTA0010-000	JAMES ALBERT REYNOLDS ET UX	WILDHORSE RESOURCES LLC		4/7/2011	1299	488	F117530	LA	Lincoln
LA-FTA0011-000	THOMAS EDWARD FORD ET UX	WILDHORSE RESOURCES LLC		3/7/2011	1299	484	F117529	LA	Lincoln
LA-FTA0012-000	BRENDA BALES TAYLOR	WILDHORSE RESOURCES LLC		3/24/2011	1299	481	F117528	LA	Lincoln
LA-FTA0013-000	FUTCH PROPERTIES LLC	WILDHORSE RESOURCES LLC		2/22/2011	1299	466	F117524	LA	Lincoln
LA-FTA0014-000	JACQUELYN LEWIS BREWER	WILDHORSE RESOURCES LLC		3/1/2011	1299	441	F117519	LA	Lincoln
LA-FTA0015-000	MURRAY P RASBURY ET UX	WILDHORSE RESOURCES LLC		3/28/2011	1305	826	F120393	LA	Lincoln
LA-FTA0016-000	J ROBERT SUMLIN ET UX	WILDHORSE RESOURCES LLC		4/13/2011	1305	912	F120412	LA	Lincoln
	DAVID NOLAN AND EVELYN Z NOLAN 1996 TRUST
LA-FTA0017-000	DAVID NOLAN AND EVELYN Z NOLAN AS CO-TRUSTEES	WILDHORSE RESOURCES LLC		4/15/2011	1305	902	F120410	LA	Lincoln
LA-FTA0018-000	WILLIAM CLAUDE CHIPMON ET UX	WILDHORSE RESOURCES LLC		4/20/2011	1305	907	F120411	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND
LA-FTA0019-000	FAMILY SERVICES INC	WILDHORSE RESOURCES LLC		4/27/2011	1305	974	F120423	LA	Lincoln
LA-FTA0021-000	DAVID LAYNE MANUEL ET UX	WILDHORSE RESOURCES LLC		5/3/2011	1305	897	F120409	LA	Lincoln
	DONALD MORGAN MITCHELL INDIVIDUALLY AND AS
LA-FTA0023-001	AGENT AND A-I-F FOR JERRY WAYNE MITCHELL	WILDHORSE RESOURCES LLC		5/3/2011	1305	949	F120419	LA	Lincoln
LA-FTA0024-000	JIMMY L RICHARDSON	WILDHORSE RESOURCES LLC		5/5/2011	1305	944	F120418	LA	Lincoln
LA-FTA0025-001	THOMAS G DAVIDSON JR	WILDHORSE RESOURCES LLC		5/13/2011	1305	804	F120389	LA	Lincoln
LA-FTA0025-002	MARIANNE JENNIE DAVIDSON	WILDHORSE RESOURCES LLC		5/17/2011	1305	800	F120388	LA	Lincoln
LA-FTA0025-003	JOHN BOOTH DAVIDSON ET UX	WILDHORSE RESOURCES LLC		5/10/2011	1305	776	F120383	LA	Lincoln
LA-FTA0025-004	BARBARA LEE DAVIDSON	WILDHORSE RESOURCES LLC		4/19/2011	1305	723	F120372	LA	Lincoln
LA-FTA0025-005	JENNIFER LYN LINDENSTEIN	WILDHORSE RESOURCES LLC		4/18/2011	1305	719	F120371	LA	Lincoln
LA-FTA0025-006	HOLLY A DAVIDSON	WILDHORSE RESOURCES LLC		10/13/2011	1309	225	F121986	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-FTA0026-000	MICHAEL LANE REYNOLDS ET UX	WILDHORSE RESOURCES LLC		5/12/2011	1305	711	F120369	LA	Lincoln
LA-FTA0027-001	PHILLIP BROWNING CARROLL ET UX	WILDHORSE RESOURCES LLC		5/16/2011	1305	707	F120368	LA	Lincoln
LA-FTA0028-000	GARY LANE BRAZZEL	WILDHORSE RESOURCES LLC		5/17/2011	1305	703	F120367	LA	Lincoln
LA-FTA0029-000	GENE S BRAZZEL ET UX	WILDHORSE RESOURCES LLC		5/16/2011	1306	623	F120754	LA	Lincoln
	DONALD MORGAN MITCHELL AS AGENT AND
LA-FTA0030-000	ATTORNEY IN FACT FOR JERRY WAYNE MITCHELL	WILDHORSE RESOURCES LLC		5/12/2011	1305	784	F120385	LA	Lincoln
LA-FTA0032-000	MILTON THOMAS MURPHY ET UX	WILDHORSE RESOURCES LLC		5/30/2011	1305	808	F120390	LA	Lincoln
LA-FTA0033-000	MILTON THOMAS MURPHY ET UX	WILDHORSE RESOURCES LLC		5/30/2011	1305	780	F120384	LA	Lincoln
LA-FTA0034-000	MICHAEL JOSEPH GRILLOT ET UX	WILDHORSE RESOURCES LLC		5/16/2011	1305	699	F120366	LA	Lincoln
LA-FTA0035-000	CODY SCOTT RICHARD ET UX	WILDHORSE RESOURCES LLC		5/18/2011	1305	838	F120396	LA	Lincoln
LA-FTA0036-001	BETTY FRANKLIN MARTIN ET AL	WILDHORSE RESOURCES LLC		5/31/2011	1305	819	F120392	LA	Lincoln
LA-FTA0036-002	PHILLIP WAYNE MARTIN	WILDHORSE RESOURCES LLC		5/31/2011	1305	746	F120378	LA	Lincoln
LA-FTA0037-000	JOHN C MORRIS III ET AL	WILDHORSE RESOURCES LLC		6/16/2011	1305	935	F120416	LA	Lincoln
LA-FTA0038-001	JOYCE D WOODY	WILDHORSE RESOURCES LLC		6/6/2011	1306	595	F120747	LA	Lincoln
LA-FTA0038-002	BOBBY D HOLLOWAY	WILDHORSE RESOURCES LLC		6/10/2011	1305	845	F120398	LA	Lincoln
LA-FTA0038-003	CHARLES B DELONY	WILDHORSE RESOURCES LLC		6/13/2011	1305	842	F120397	LA	Lincoln
LA-FTA0038-004	PAULA D RILEY	WILDHORSE RESOURCES LLC		6/13/2011	1305	715	F120370	LA	Lincoln
LA-FTA0038-005	PATRICIA DELONY	WILDHORSE RESOURCES LLC		6/13/2011	1305	940	F120417	LA	Lincoln
LA-FTA0038-006	SUSAN D PARSONS	WILDHORSE RESOURCES LLC		6/13/2011	1305	766	F120381	LA	Lincoln
	WILLIAM H RAMSDELL AND VIRGINIA G RAMSDELL
	REVOCABLE TRUST REPRESENTED BY VIRGINIA G
LA-FTA0043-001	RAMSDELL AS TRUSTEE	WILDHORSE RESOURCES LLC		6/30/2011	1305	984	F120425	LA	Lincoln
	VIRGINIA MERSHON TRUST REPRESENTED BY MARK
LA-FTA0043-002	MERSHON AS TRUSTEE	WILDHORSE RESOURCES LLC		6/30/2011	1305	991	F120426	LA	Lincoln
LA-FTA0043-003	GEORGE ROSS LAUGHEAD	WILDHORSE RESOURCES LLC		6/30/2011	1306	1	F120427	LA	Lincoln
	FRED LEE RAMSDELL TRUST REPRESENTED BY A
LA-FTA0043-004	PATRICIA RAMSDELL TRUSTEE	WILDHORSE RESOURCES LLC		6/30/2011	1305	862	F120401	LA	Lincoln
LA-FTA0043-005	CHARLES MICHAEL RAMSDELL	WILDHORSE RESOURCES LLC		6/30/2011	1306	8	F120428	LA	Lincoln
LA-FTA0043-006	HUNT TIMBERLAND LLC	WILDHORSE RESOURCES LLC		8/19/2011	1305	692		LA	Lincoln
	JAMES MARSHALL LAUGHEAD FAMILY TRUST
LA-FTA0043-007	REPRESENTED BY LISA OTT LAKY AS TRUSTEE	WILDHORSE RESOURCES LLC		6/30/2011	1306	628	F120755	LA	Lincoln
LA-FTA0044-000	CHARLES EDWARD OGDEN ET AL	WILDHORSE RESOURCES LLC		8/2/2011	1306	615	F120752	LA	Lincoln
LA-FTA0045-000	BARRY WADE MITCHELL ET AL	WILDHORSE RESOURCES LLC		8/2/2011	1306	619	F120753	LA	Lincoln
LA-FTA0046-000	JOE CALVIN AULDS ET UX	WILDHORSE RESOURCES LLC		3/9/2011	1305	739	F120376	LA	Lincoln
LA-FTA0047-000	LUTHER GRAHAM HARVEY ET UX	WILDHORSE RESOURCES LLC		3/14/2011	1305	742	F120377	LA	Lincoln
LA-FTA0048-000	NIEL BROWN TRAYLOR JR ET UX	WILDHORSE RESOURCES LLC		3/25/2011	1305	735	F120375	LA	Lincoln
LA-FTA0049-001	GWENDOLYN BLACKWELL WILHITE	WILDHORSE RESOURCES LLC		5/27/2011	1305	731	F120374	LA	Lincoln
LA-FTA0049-002	STEPHANIE CHAISSON DARK	WILDHORSE RESOURCES LLC		5/27/2011	1305	727	F120373	LA	Lincoln
LA-FTA0050-000	ROY THOMAS WILTCHER ET AL	WILDHORSE RESOURCES LLC		5/31/2011	1305	795	F120387	LA	Lincoln
	NELDA CHRISTINE WILTCHER MARTIN AKA CHRISTINE
LA-FTA0051-000	WILTCHER MARTIN ET AL	WILDHORSE RESOURCES LLC		5/31/2011	1305	789	F120386	LA	Lincoln
LA-FTA0052-001	BILLY G MARTIN ET AL	WILDHORSE RESOURCES LLC		5/31/2011	1305	954	F120420	LA	Lincoln
LA-FTA0052-002	BETTYE RUTH MARTIN JAMES	WILDHORSE RESOURCES LLC		5/31/2011	1305	855	F120400	LA	Lincoln
LA-FTA0052-003	PHILLIP WAYNE MARTIN	WILDHORSE RESOURCES LLC		5/31/2011	1305	753	F120379	LA	Lincoln
LA-FTA0053-001	BETTY FRANKLIN MARTIN ET AL	WILDHORSE RESOURCES LLC		5/31/2011	1305	812	F120391	LA	Lincoln
LA-FTA0053-002	PHILLIP WAYNE MARTIN	WILDHORSE RESOURCES LLC		5/31/2011	1305	759	F120380	LA	Lincoln
	HARRIS LIVING TRUST REPRESENTED BY CARL C
LA-FTA0054-000	HARRIS AS TRUSTEE	WILDHORSE RESOURCES LLC		8/15/2011	1305	893	F120408	LA	Lincoln
LA-FTA0055-000	CRAIG M KENT ET UX	WILDHORSE RESOURCES LLC		8/23/2011	1306	739	F120815	LA	Lincoln
LA-FTA0056-000	TIMOTHY CLAY ELLIOTT ET UX	WILDHORSE RESOURCES LLC		3/18/2011	1309	229	F121987	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-FTA0057-000	BENJAMIN C LARY	WILDHORSE RESOURCES LLC		8/22/2011	1306	600	F120748	LA	Lincoln
LA-FTA0058-000	JAMES HOUSTON HALL ET UX	WILDHORSE RESOURCES LLC		6/8/2011	1306	15	F120429	LA	Lincoln
					1305	889	F120407
	PRISCILLA HEARD BOWMAN INDIVIDUALLY AND AS				1305	877	F120404
LA-FTA0059-000	USUFRUCTUARY ET AL	WILDHORSE RESOURCES LLC		7/25/2011	1305	869	F120402	LA	Lincoln
					1305	885	F120406
	PRISCILLA HEARD BOWMAN INDIVIDUALLY AND AS				1305	881	F120405
LA-FTA0060-000	USUFRUCTUARY ET AL	WILDHORSE RESOURCES LLC		7/25/2011	1305	873	F120403	LA	Lincoln
					1296	513	F116294
LA-FTA0061-000	SANDRA KILGORE WILLIAMSON ET AL	WILDHORSE RESOURCES LLC		2/21/2011	1296	513	F116294	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS			934	289	E77391
LA-HKN0001-000	M L COOK ET UX	PROPERTIES		10/12/1993	883	105	E67956	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0003-001	JERRY S DREWETT ET UX	PROPERTIES		6/13/1994	891	189	E69442	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0003-002	JOHN COLVIN DREWETT	PROPERTIES		6/13/1994	891	179	E69440	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0003-003	PATTON BARHAM DREWETT	PROPERTIES		6/13/1994	891	184	E69441	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0003-004	JEFFRESS MALONE DREWETT	PROPERTIES		6/13/1994	891	149	E69434	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0004-001	ERNESTINE LOVELADY TATUM	PROPERTIES		6/13/1994	891	194	69443	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0004-002	RUTH TATUM DELONY	PROPERTIES		6/13/1994	891	194	69444	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0004-003	TERRI TATUM JOHNSON	PROPERTIES		6/13/1994	891	166	69437	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0004-004	JAMES EGAN FULLER	PROPERTIES		6/22/1994	891	154	69435	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0004-005	PHYLLIS SUZANNE W BLACKWELL	PROPERTIES		6/13/1994	891	161	69436	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0005-000	GARY E PATTERSON	PROPERTIES		7/1/1994	891	170	E69438	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0006-000	JOAN BLONDIN	PROPERTIES		8/25/1994	902	162	71204	LA	Lincoln
		CLARK ENERGY COMPANY INC OIL & GAS
LA-HKN0007-001	TYRONE A LITTLETON	PROPERTIES		1/12/1995	910	340	F72517	LA	Lincoln
					935	100	72881
					935	98	72881
		CLARK ENERGY COMPANY INC OIL & GAS			935	99	72881
LA-HKN0008-000	DOROTHY HARRELL GOFF	PROPERTIES		2/6/1995	912	280	72881	LA	Lincoln
	R W NORTON ART FOUNDATION
LA-HKN0009-001	COMMERICAL NATL BANK IN SHREVPORT, TRUSTEE	MEDALLION PRODUCTION CO		11/3/1995	937	316	78006	LA	Lincoln
LA-HKN0010-001	LOUISE C WATTS	TXO PRODUCTION CORP		6/27/1983	440	24		LA	Lincoln
	A T HUNT SR ET UX
	BY HOWARD W WRIGHT, JR, AGENT AND AIF FOR A T
LA-HKN0010-002	HUNT, SR; ALVERNE DAVIS HUNT	TXO PRODUCTION CORP		6/24/1983	439	146		LA	Lincoln
LA-HKN0010-003	DONALD KEITH HUDDLESTON	TXO PRODUCTION CORP		6/27/1983	443	227		LA	Lincoln
LA-HKN0010-004	LLOYD MILLER FREY	TXO PRODUCTION CORP.		6/27/1983	444	64		LA	Lincoln
LA-HKN0010-005	VIRGINIA COLVIN MEADORS	TXO PRODUCTION CORP.		3/31/1982	377	264		LA	Lincoln
LA-HKN0010-006	CLYDE C COLVIN JR	TXO PRODUCTION CORP.		3/31/1982	377	260		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					486	122
LA-HKN0010-007	ROBERT LANE FULLER ET AL	TXO PRODUCTION CORP		3/17/1982	375	36		LA	Lincoln
LA-HKN0010-008	GEORGE B HOLSTEAD JR ET AL	TXO PRODUCTION CORP.		1/26/1984	462	39		LA	Lincoln
LA-HKN0010-009	ISRAEL DUNN	TXO PRODUCTION CORP.		6/30/1983	440	318		LA	Lincoln
LA-HKN0010-010	OTHELL DUNN ET AL	TXO PRODUCTION CORP		7/18/1983	451	139		LA	Lincoln
LA-HKN0010-011	SAVANNAH RAE DUNN SANTA MARIA ET VIR	TXO PRODUCTION CORP.		7/18/1983	445	113		LA	Lincoln
					432	205
LA-HKN0011-001	JAMES H COLVIN SR ET AL	TXO PRODUCTION CORP		4/1/1983	430	58		LA	Lincoln
					432	204
LA-HKN0011-002	JULIA ANN COLVIN NICHOLS	TXO PRODUCTION CORP		4/1/1983	430	62		LA	Lincoln
					432	206
LA-HKN0011-003	LITTLETON PARKS COLVIN III	TXO PRODUCTION CORP		4/1/1983	430	54		LA	Lincoln
LA-HKN0011-004	F COLBURN PLATT	TXO PRODUCTION CORP		4/1/1983	428	237		LA	Lincoln
LA-HKN0011-005	ALVERNE COLVIN COOK	TXO PRODUCTION CORP		4/1/1983	428	241		LA	Lincoln
LA-HKN0011-006	DOLLIE OPHELIA COLVIN CAMPBELL	TXO PRODUCTION CORP		4/1/1983	428	249		LA	Lincoln
LA-HKN0011-007	WILLIAM LOSSE COLVIN JR	TXO PRODUCTION CORP		4/1/1983	430	23		LA	Lincoln
LA-HKN0011-008	HENRY L STUM ET AL	TXO PRODUCTION CORP		6/28/1983	439	150		LA	Lincoln
LA-HKN0011-009	JOY COLVIN AUDIRSCH	TXO PRODUCTION CORP		4/1/1983	430	19		LA	Lincoln
LA-HKN0011-010	WILLIAM DON SMITH	TXO PRODUCTION CORP		4/1/1983	432	46		LA	Lincoln
LA-HKN0011-011	W A COLVIN III	TXO PRODUCTION CORP		4/1/1983	428	245		LA	Lincoln
LA-HKN0011-012	JOYCE LEFETTE DANIEL HENRY	TXO PRODUCTION CORP		4/1/1983	428	302		LA	Lincoln
LA-HKN0011-013	WALTER RAY FARRAR JR	TXO PRODUCTION CORP		4/1/1983	428	298		LA	Lincoln
LA-HKN0012-000	REBECCA MCGINNIS WILLIAMS	TXO PRODUCTION CORP		4/1/1983	428	306		LA	Lincoln
LA-HKN0013-001	ROBERT E BARHAM	TXO PRODUCTION CORP		5/5/1983	434	299	D49514	LA	Lincoln
LA-HKN0013-002	CHARLES C BARHAM	TXO PRODUCTION CORP		5/5/1983	432	259	D49253	LA	Lincoln
LA-HKN0014-000	PAULINE BARHAM DREWETT	TXO PRODUCTION CORP		7/8/1983	442	37	D50638	LA	Lincoln
	T L JAMES & CO INC
LA-HKN0015-000	BY THOMAS D JAMES EXECUTIVE VP	TXO PRODUCTION CORP		8/8/1986	592	5	E16339	LA	Lincoln
LA-HKN0016-000	NANCY HART CALHOUN ET AL	TXO PRODUCTION CORP		12/1/1983	455	308	D53089	LA	Lincoln
LA-HKN0017-000	M L COOK ET UX	TXO PRODUCTION CORP.		11/17/1983	454	106	D52802	LA	Lincoln
LA-HKN0018-000	TRINITY ROYALTY CO INC	TXO PRODUCTION CORP		9/25/1983	449	335	D52117	LA	Lincoln
LA-HKN0020-001	JERRY BLACKMON	R & O ENERGY LLC		3/6/2007	1216	611	F82667	LA	Lincoln
LA-HKN0021-001	L W SUGAR LIMITED PARTNERSHIP	CLAYTON WILLIAMS ENERGY INC		3/20/2007	1218	638	F83404	LA	Lincoln
					648	259	E-25114
LA-HKN0021-002	ELIZABETH NOBLES LARSON ET AL	SONAT EXPLORATION COMPANY		2/19/1988	648	259	E-25114	LA	Lincoln
LA-HKN0021-003	L W SUGAR LIMITED PARTNERSHIP	CLAYTON WILLIAMS ENERGY INC		3/20/2007	1218	635	F83403	LA	Lincoln
LA-HKN0021-005	BRIAN ALAN SUGAR ET AL	SONAT EXPLORATION COMPANY		4/5/1988	656	176	E-26288	LA	Lincoln
LA-HKN0021-006	LOTTIE WILLIAMS SUGAR ET AL	PHILLIPS PETROLEUM COMPANY		8/14/1985	555	130	E-10141	LA	Lincoln
					289	305	D-27635
LA-HKN0021-007	HOWARD EDWIN NOBLES ET UX	AMOCO PRODUCTION COMPANY INC		4/30/1980	289	305	D-27635	LA	Lincoln
					648	255	E-25113
LA-HKN0021-P04	HOWARD E NOBLES	SONAT EXPLORATION COMPANY		2/19/1988	648	255	E-25113	LA	Lincoln
LA-HKN0023-001	STANLEY A COLVIN	KCS RESOURCES INC		6/28/2002	1135	42	40120	LA	Lincoln
LA-HKN0023-002	WANDA K MATLOCK	KCS RESOURCES INC		6/28/2002	1135	45	40121	LA	Lincoln
LA-HKN0023-003	LLOYD D COLVIN ET AL	KCS RESOURCES INC		7/1/2002	1135	50	40123	LA	Lincoln
LA-HKN0024-000	JOHN EARL JIMMERSON ET UX	KCS RESOURCES INC		7/3/2002	1135	48	40122	LA	Lincoln
	NANCY W BAGGETTE TRUST NO 2
LA-HKN0025-000	WADE R BAGGETT TRUSTEE	KCS RESOURCES INC		6/19/2002	1135	33	40118	LA	Lincoln
LA-HKN0026-001	MARK EDWIN BARNHILL	KCS RESOURCES INC		3/15/2002	1132	768	38576	LA	Lincoln
LA-HKN0026-002	DAISY LAVERNE HANNA ANDERSON	KCS RESOURCES INC		3/15/2002	1132	771	38577	LA	Lincoln
LA-HKN0026-003	DORIS ANN HANNA WHISENAND	KCS RESOURCES INC		3/15/2002	1132	777	38579	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-HKN0026-004	WILLIAM HARRIS GREEN ET UX	KCS RESOURCES INC		3/26/2002	1132	774	38578	LA	Lincoln
LA-HKN0026-005	DORIS ANN HANNA WHISENAND	KCS RESOURCES INC		6/7/2002	1134	587	39805	LA	Lincoln
LA-HKN0026-006	MARK EDWIN BARNHILL	KCS RESOURCES INC		6/7/2002	1134	581	39803	LA	Lincoln
LA-HKN0026-007	DAISY LAVERNE HANNA ANDERSON	KCS RESOURCES INC		6/7/2002	1134	584	39804	LA	Lincoln
LA-HKN0027-000	BRETT GRAHAM NOBLES ET UX	KCS RESOURCES INC		3/26/2002	1132	780	38580	LA	Lincoln
LA-HKN0028-000	EVA PEARL JACKSON ET AL	KCS RESOURCES INC		7/12/2002	1135	35	40119	LA	Lincoln
					1176	240	F65239
LA-HKN0030-001	HAZEL NOLAN SMITH	KCS RESOURCES INC		2/9/2005	1176	240	F65239	LA	Lincoln
LA-HKN0033-000	VIRGINIA ANN MITCHELL	ACADIAN LAND SERVICES LLC		5/24/2004	1165	662	59501	LA	Lincoln
LA-HKN0034-000	MARTHA WEST WYCHE ET AL	ACADIAN LAND SERVICES LLC		6/23/2004	1165	638	59497	LA	Lincoln
LA-HKN0035-000	LOUISIANA MINERALS LTD	ACADIAN LAND SERVICES LLC		10/5/2004	1165	678	59506	LA	Lincoln
	CLEM B FAMILY LTD PTNRSHIP
	JERRY STEPHEN DREWETT A GENERAL AND LIMITED
	PARTNER
	MARGIE MARIE NORMAND DREWETT A GENERAL AND
	LIMITED PARTNER
	PATRICK STEPHEN DREWETT A GENERAL AND LIMITED
LA-HKN0037-000	PARTNER	KCS RESOURCES INC		3/5/2007	1216	670	F82686	LA	Lincoln
LA-HKN0038-000	MICHAEL EUGENE CRAFT ET UX	KCS RESOURCES INC		3/27/2007	1224	604	F85920	LA	Lincoln
LA-HKN0040-000	WHITE SOLOMON GRAVES III ET UX	KCS RESOURCES INC		11/23/2004	1167	179	60346	LA	Lincoln
LA-HKN0041-000	TAMMY DIANNE OTWELL VEDROS	KCS RESOURCES INC		11/24/2004	1167	11	60257	LA	Lincoln
LA-HKN0042-000	ROY C DELONY	KCS RESOURCES INC		2/1/2005	1170	475	62132	LA	Lincoln
LA-HKN0044-001	SARA NELL HUMPHREYS	KCS RESOURCES, INC.		9/18/2007	1239	485	91865	LA	Lincoln
LA-HKN0044-002	RICHARD HARDIN VICKERS	KCS RESOURCES, INC.		9/18/2007	1239	488	91866	LA	Lincoln
LA-HKN0044-003	RUDMAN PARTNERSHIP LTD	KCS RESOURCES, INC.		9/18/2007	1239	491	91867	LA	Lincoln
LA-HKN0044-004	RUDMAN PARTNERSHIP LTD	KCS RESOURCES, INC.		9/6/2007	1239	494	91868	LA	Lincoln
	HEIRS OF GLADYS NOBLES DELONY
LA-HKN0044-005	REPRESENTED BY DONNY MACK HOOD	KCS RESOURCES, INC.		9/6/2007	1239	612	91941	LA	Lincoln
	HEIRS OF GLADYS NOBLES DELONY
LA-HKN0044-006	REPRESENTED BY JAMES A DELONEY	KCS RESOURCES, INC.		9/6/2007	1239	609	91940	LA	Lincoln
LA-HKN0044-007	MOSBACHER USA INC	KCS RESOURCES, INC.		3/2/2007	1226	600	F86722	LA	Lincoln
LA-HKN0044-008	GEORGE GRAHAM CAVER	KCS RESOURCES INC		2/22/2007	1224	591	F85916	LA	Lincoln
LA-HKN0044-009	YOUNGBLOOD LIMITED LP	KCS RESOURCES INC		3/14/2007	1224	594	F85917	LA	Lincoln
LA-HKN0044-010	MARILYN JO SWINT YOUNG	KCS RESOURCES INC		2/27/2007	1224	601	F85919	LA	Lincoln
LA-HKN0044-011	LOUISIANA METHODIST CHILDRENS ORPHANAGE INC	KCS RESOURCES, INC.		11/2/2005	1189	559	F71523	LA	Lincoln
					1225	195	F86111
LA-HKN0044-012	POGO PRODUCING COMPANY	CLAYTON WILLIAMS ENERGY INC		4/20/2007	1225	195	F86111	LA	Lincoln
LA-HKN0044-013	RONNIE MCCULLIN	R & O ENERGY, LLC		9/5/2007	1231	50	F88497	LA	Lincoln
LA-HKN0044-014	JO ANNE DELONY RAINEY	R & O ENERGY, LLC		10/15/2007	1236	231	F90437	LA	Lincoln
LA-HKN0044-015	JUDITH LORAINE DELONY WASSON	R & O ENERGY, LLC		10/15/2007	1235	251	F90141	LA	Lincoln
LA-HKN0044-016	BOKF NA AS AGENT FOR PRINCIPA CORPORATION	WILDHORSE RESOURCES LLC		4/27/2011	1301	648	F118565	LA	Lincoln
LA-HKN0044-017	BILLYE MARGARET SNIDER HUFF	COMSTOCK OIL & GAS LOUISIANA LLC		2/1/2007	1217	654	F83073	LA	Lincoln
LA-HKN0044-018	BARBARA FOREE WALLACE TRUST ET AL	COMSTOCK OIL & GAS LOUISIANA LLC		1/24/2007	1218	124	F83181	LA	Lincoln
LA-HKN0044-019	L S YOUNGBLOOD COMPANY	COMSTOCK OIL & GAS LOUISIANA LLC		1/31/2007	1218	163	F83201	LA	Lincoln
LA-HKN0044-020	RICHARD H VICKERS INDIV ET AL	EASON OIL COMPANY INC		9/10/1984	500	170	E-2731	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	L W SUGAR LIMITED PARTNERSHIP
	REPRESENTED BY BRIAN ALAN SUGAR
	BRIAN ALAN SUGAR
	FRANCES JEANNE S HURWITZ
LA-HKN0044-022	NEE SUGAR	CLAYTON WILLIAMS ENERGY INC		5/9/2007	1223	169	F85198	LA	Lincoln
					247	671	D-19756
					247	671	D-19756
					247	671	D-19756
LA-HKN0044-023	THOMAS G RUSSELL	AMOCO PRODUCTION COMPANY INC		3/14/1979	247	671	D-19756	LA	Lincoln
					248	486	D-19968
					248	486	D-19968
					248	486	D-19968
					248	486	D-19968
LA-HKN0044-024	ALBERT G BLANKE JR	AMOCO PRODUCTION COMPANY INC		4/10/1979	248	486	D-19968	LA	Lincoln
	L W SUGAR LIMITED PARTNERSHIP
LA-HKN0044-025	BRIAN ALAN SUGAR AS GENERAL PARTNER	KCS RESOURCES INC		12/8/2005	1194	89	F73736	LA	Lincoln
					247	686
					247	686
					247	686
LA-HKN0044-027	MARLIN EXPLORATION INC	AMOCO PRODUCTION COMPANY INC		3/15/1979	247	686		LA	Lincoln
					247	657
					247	657
					247	657
LA-HKN0044-028	NANCY WRIGHT SMALL ET AL	AMOCO PRODUCTION COMPANY INC		3/14/1979	247	657		LA	Lincoln
LA-HKN0044-029	C W WILLIAMS JR, A SINGLE MAN	EASON OIL COMPANY INC		8/30/1984	496	9	E-2115	LA	Lincoln
LA-HKN0044-030	GLADYS M W DREESEN ET VIR	EASON OIL COMPANY INC		8/30/1984	496	1	E-2113	LA	Lincoln
LA-HKN0044-031	SARA NELL VICKERS HUMPHREYS	EASON OIL COMPANY INC		9/10/1984	500	186	E-2735	LA	Lincoln
LA-HKN0044-032	C H MURPHY JR ET UX	EASON OIL COMPANY INC		11/20/1984	506	120	E-3481	LA	Lincoln
LA-HKN0044-033	BETTYE VICKERS GRAY INDIV ET AL	EASON OIL COMPANY INC		9/10/1984	506	116	E-3480	LA	Lincoln
LA-HKN0044-034	RICKY LYNN DELONY	EASON OIL COMPANY INC		10/2/1984	500	214	E-2742	LA	Lincoln
LA-HKN0044-035	JAMES DELONY	EASON OIL COMPANY INC		10/4/1984	528	195	E-6473	LA	Lincoln
LA-HKN0044-036	GEORGE MICHAEL DELONY	EASON OIL COMPANY INC		10/4/1984	512	174	E-4239	LA	Lincoln
LA-HKN0044-037	F H CALLAWAY ET UX	PAUL E MAEDER		10/18/1976	492	263		LA	Lincoln
LA-HKN0044-038	PRINCIPIA CORPORATION	CARROLL G JONES		2/3/1982	379	59	D-41554	LA	Lincoln
					640	331	E-24101
LA-HKN0044-039	TILMON LEWIS S/P	SONAT EXPLORATION COMPANY		12/24/1987	640	331	E-24101	LA	Lincoln
					644	176	E-24632
LA-HKN0044-040	AMOS LEWIS S/P	SONAT EXPLORATION COMPANY		1/6/1988	644	176	E-24632	LA	Lincoln
LA-HKN0044-041	HERMAN SINGER ET UX	SONAT EXPLORATION COMPANY		2/19/1988	661	334	E-27184	LA	Lincoln
LA-HKN0044-042	C W WILLIAMS JR ET AL	SONAT EXPLORATION COMPANY		3/24/1988	663	340	E-27561	LA	Lincoln
LA-HKN0044-043	DONNA L S FONTENOT ET AL	SONAT EXPLORATION COMPANY		9/8/1988	677	228	E-29790	LA	Lincoln
LA-HKN0044-044	L S YOUNGBLOOD COMPANY	SONAT EXPLORATION COMPANY		2/17/1988	650	66	E-25341	LA	Lincoln
LA-HKN0044-045	GEORGE W CAVER JR	SONAT EXPLORATION COMPANY		2/9/1988	649	331	E-25283	LA	Lincoln
LA-HKN0044-046	JOHN E DELONY	SONAT EXPLORATION COMPANY		2/10/1988	649	327	E-25282	LA	Lincoln
LA-HKN0044-047	BILLYE MARGARET SNIDER HUFF	SONAT EXPLORATION COMPANY		2/11/1988	649	303	E-25276	LA	Lincoln
LA-HKN0044-048	EVELYN DELONY MCCULLIN	SONAT EXPLORATION COMPANY		2/15/1988	649	323	E-25281	LA	Lincoln
LA-HKN0044-049	LAVERNE DELONY JEFCOAT	SONAT EXPLORATION COMPANY		2/10/1988	649	311	E-25278	LA	Lincoln
LA-HKN0044-050	JUDITH LORAINE DELONY WASSON	SONAT EXPLORATION COMPANY		2/10/1988	649	307	E-25277	LA	Lincoln
LA-HKN0044-051	JO ANNE DELONY RAINEY	SONAT EXPLORATION COMPANY		2/10/1988	649	315	E-25279	LA	Lincoln
LA-HKN0044-052	FOREE TRUSTS	SONAT EXPLORATION COMPANY		2/17/1988	651	99	E-25587	LA	Lincoln
LA-HKN0044-053	LOUISIANA METHODIST ORPHANAGE	SONAT EXPLORATION COMPANY		2/23/1988	649	299	E-25275	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-HKN0044-054	BETTY JEAN DELONY HOOD	SONAT EXPLORATION COMPANY		2/10/1988	649	319	E-25280	LA	Lincoln
LA-HKN0044-055	CLINTON I SMULLYAN JR	SONAT EXPLORATION COMPANY		5/20/1988	667	21	E-28053	LA	Lincoln
LA-HKN0044-056	BENNETT EMIL SMULLYAN	SONAT EXPLORATION COMPANY		5/20/1988	667	25	E-28054	LA	Lincoln
LA-HKN0044-057	ROBERT A MOSBACHER	SONAT EXPLORATION COMPANY		5/20/1988	667	17	E-28052	LA	Lincoln
LA-HKN0044-058	JOHN D JERABECK	SONAT EXPLORATION COMPANY		6/14/1988	686	303	E-31182	LA	Lincoln
					644	180	E-24633
LA-HKN0044-059	CLEOPHUS LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	644	180	E-24633	LA	Lincoln
					644	184	E-24634
LA-HKN0044-060	ELIZABETH LEWIS LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	644	184	E-24634	LA	Lincoln
					644	188	E-24635
LA-HKN0044-061	CAMILLE LEWIS MILLER	SONAT EXPLORATION COMPANY		1/6/1988	644	188	E-24635	LA	Lincoln
					646	58	E-24844
LA-HKN0044-062	THOMAS LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	646	58	E-24844	LA	Lincoln
					646	38	E-24839
LA-HKN0044-063	JAMES LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	646	38	E-24839	LA	Lincoln
					646	54	E-24843
LA-HKN0044-064	BENJAMIN LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	646	54	E-24843	LA	Lincoln
					646	50	E-24842
LA-HKN0044-065	IDA MAE LEWIS WILLIAMS	SONAT EXPLORATION COMPANY		1/6/1988	646	50	E-24842	LA	Lincoln
					646	46	E-24841
LA-HKN0044-066	RUTH LEWIS MYLES	SONAT EXPLORATION COMPANY		1/6/1988	646	46	E-24841	LA	Lincoln
					646	42	E-24840
LA-HKN0044-067	LUCENDIA LEWIS SPIVEY	SONAT EXPLORATION COMPANY		1/6/1988	646	42	E-24840	LA	Lincoln
					646	151	E-24872
LA-HKN0044-068	JOHN RAY LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	646	151	E-24872	LA	Lincoln
					647	221	E-24959
LA-HKN0044-069	BETTY JEAN LEWIS TOLBERT	SONAT EXPLORATION COMPANY		1/6/1988	647	221	E-24959	LA	Lincoln
					650	197	E-25440
LA-HKN0044-070	NAOMI LEWIS	SONAT EXPLORATION COMPANY		1/6/1988	650	197	E-25440	LA	Lincoln
LA-HKN0044-071	PAULINE BARHAM DREWETT	SONAT EXPLORATION COMPANY		2/18/1988	649	283	E-25271	LA	Lincoln
LA-HKN0044-072	M L HOOD ET AL	SONAT EXPLORATION COMPANY		11/25/1987	639	136	E-23851	LA	Lincoln
	IRMA R COOK ET AL
	INDIVIDUALLY AND AS GENERAL PARTNER OF COOK
LA-HKN0044-073	ROYALTIES	SONAT EXPLORATION COMPANY		2/19/1988	649	295	E-25274	LA	Lincoln
LA-HKN0044-074	BETTY SHELOR MORRIS	SONAT EXPLORATION COMPANY		2/19/1988	649	335	E-25284	LA	Lincoln
LA-HKN0044-075	MARY LYNN SHELOR CASON	SONAT EXPLORATION COMPANY		2/19/1988	655	100	E-26129	LA	Lincoln
	MARY JOHN SPENCE TRUST
	LEMUEL C HUTCHINS ANCILLARY TRUSTEE FOR MARY
	JOHN SPENCE U/W/O L A GRELLING, AND MARY JOHN
LA-HKN0044-076	SPENCE U/W/O MAE KYLE GRELLING	SONAT EXPLORATION COMPANY		3/28/1988	656	298	E-26346	LA	Lincoln
LA-HKN0044-077	CHARLES FLOYD SHELOR	SONAT EXPLORATION COMPANY		2/19/1988	657	120	E-26385	LA	Lincoln
LA-HKN0044-078	THOMAS G RUSSELL ESTATE	SONAT EXPLORATION COMPANY		2/22/1988	658	35	E-26510	LA	Lincoln
					649	287	E-25272
LA-HKN0044-079	ELIZABETH WRIGHT WRIGHT	SONAT EXPLORATION COMPANY		2/18/1988	649	287	E-25272	LA	Lincoln
					649	291	E-25273
LA-HKN0044-080	NANCY WRIGHT SMALL	SONAT EXPLORATION COMPANY		2/18/1988	649	291	E-25273	LA	Lincoln
					649	274	E-25269
LA-HKN0044-081	MARLIN EXPLORATION INC	SONAT EXPLORATION COMPANY		3/1/1988	649	274	E-25269	LA	Lincoln
					652	233	E-25745
LA-HKN0044-082	ARTHUR BROGNA ET UX	SONAT EXPLORATION COMPANY		2/19/1988	652	233	E-25745	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					653	32	E-25824
LA-HKN0044-083	MARY A CONNELLY	SONAT EXPLORATION COMPANY		2/19/1988	653	32	E-25824	LA	Lincoln
					657	306
LA-HKN0044-084	NORTH CENTRAL OIL CORPORATION	SONAT EXPLORATION COMPANY		4/15/1988	723	7	E-26459	LA	Lincoln
LA-HKN0044-085	AMOCO PRODUCTION COMPANY	SONAT EXPLORATION COMPANY		3/2/1988	700	26	E-33491	LA	Lincoln
LA-HKN0044-086	MILTON LAVELLE HOOD ET AL	PETROHOOD CORPORATION		9/10/2007	1231	502	F88793	LA	Lincoln
LA-HKN0044-087	PETROHOOD CORPORATION	HOOD PETROLEUM INC		9/10/2007	1231	510	F88795	LA	Lincoln
					1236	732	F90700
					1236	732	F90700
LA-HKN0044-088	RYAN CONNELLY LLC	COMSTOCK OIL & GAS LOUISIANA LLC		10/23/2007	1236	732	F90700	LA	Lincoln
LA-HKN0044-089	MARY JOHN SPENCE TRUST I & II	COMSTOCK OIL & GAS LOUISIANA LLC		8/8/2007	1229	430	F87848	LA	Lincoln
LA-HKN0044-090	MARY A CONNELLY	SONAT EXPLORATION COMPANY		2/4/1991	759	189	E-43984	LA	Lincoln
					1218	445	F83309
LA-HKN0044-091	ROBERT C NOLAN ET AL	COMSTOCK OIL & GAS LOUISIANA LLC		3/13/2007	1218	445	F83309	LA	Lincoln
					663	307	E-27551
LA-HKN0044-092	ROBERT C NOLAN ET AL	SONAT EXPLORATION COMPANY		3/29/1988	663	307	E-27551	LA	Lincoln
LA-HKN0044-093	AMOCO PRODUCTION COMPANY	PRAETORIAN RESOURCES		6/1/1981				LA	Lincoln
					202	23	D-1926
LA-HKN0044-094	WILLIAM C HARRELL ET UX	PAUL E MAEDER		10/5/1976	202	23	D-1926	LA	Lincoln
LA-HKN0044-095	JAMES E WRIGHT	SONAT EXPLORATION COMPANY		4/22/1991	766	199	E-45322	LA	Lincoln
LA-HKN0044-096	ELEANOR WRIGHT MCCULLIN	SONAT EXPLORATION COMPANY		4/22/1991	766	194	E-45321	LA	Lincoln
LA-HKN0044-097	THOMAS E WRIGHT	SONAT EXPLORATION COMPANY		3/16/1990	729	203	E-38591	LA	Lincoln
LA-HKN0044-098	JAMES GORDON MCCULLIN	COMSTOCK OIL & GAS LOUISIANA LLC		9/21/2007	1243	42	F93168	LA	Lincoln
					56		C-5117
LA-HKN0044-099	J FLOYD HODGE	JULIAN M FARMER		5/11/1957			C-5117	LA	Lincoln
LA-HKN0044-101	CORDER S REYNOLDS JR	SONAT EXPLORATION COMPANY		3/1/1992	807	268	E-52758	LA	Lincoln
LA-HKN0044-102	DAVID EUGENE HANNA	SONAT EXPLORATION COMPANY		1/18/1991	759	183	E-43983	LA	Lincoln
LA-HKN0044-103	EDITH LUCILLE WRIGHT	SONAT EXPLORATION COMPANY		5/3/1991	769	163	E-45777	LA	Lincoln
LA-HKN0044-104	BRIAN ALAN SUGAR ET AL	SONAT EXPLORATION COMPANY		2/15/1988	755	283	E-43425	LA	Lincoln
LA-HKN0044-105	EDWINA WRIGHT COLVIN	SONAT EXPLORATION COMPANY		3/2/1988	649	279	E-25270	LA	Lincoln
					755	288	E-43426
LA-HKN0044-106	EDWINA WRIGHT COLVIN	SONAT EXPLORATION COMPANY		1/12/1991	809	275	E-53256	LA	Lincoln
					755	283	E-43425
LA-HKN0044-107	ARMEDE WRIGHT HARRELL	SONAT EXPLORATION COMPANY		1/12/1991	809	277	E-53257	LA	Lincoln
LA-HKN0044-108	ARMEDE WRIGHT HARRELL	SONAT EXPLORATION COMPANY		3/2/1988	649	339	E-25285	LA	Lincoln
					247	715
					247	715
LA-HKN0044-109	JOHN D JERABECK	AMOCO PRODUCTION COMPANY INC		3/13/1979	247	715		LA	Lincoln
LA-HKN0044-110	CHARLES E SHELOR JR	AMOCO PRODUCTION COMPANY INC		3/13/1979	246	301	D-19196	LA	Lincoln
					201	529	D-1717
LA-HKN0044-111	LOUIS D COLVIN ET UX	PAUL E MAEDER		10/5/1976	201	529	D-1717	LA	Lincoln
					1176	624	F65463
LA-HKN0044-112	CONSOLIDATED CRESCENT LLC	HOOD PETROLEUM INC		5/26/2005	1283	768	F110284	LA	Lincoln
LA-HKN0044-113	S B F DINK INC	KCS RESOURCES INC		12/15/2005	1194	770	F73731	LA	Lincoln
LA-HKN0044-115	CLINTON L DAVIDSON ET AL	COWGILL & ASSOCIATES LLC		4/4/2002	1131	926	38210	LA	Lincoln
LA-HKN0044-116	GARY WAYNE LEWIS ET UX	COWGILL & ASSOCIATES LLC		2/12/2002	1131	932	38212	LA	Lincoln
LA-HKN0044-117	MARGARET GAYLE RANDALL VAN ZILE	COWGILL & ASSOCIATES LLC		4/17/2002	1133	769	39282	LA	Lincoln
LA-HKN0044-118	JAMES LARRY DEASON ET UX	COWGILL & ASSOCIATES LLC		3/7/2002	1133	767	39281	LA	Lincoln
LA-HKN0044-119	EXERB LEWIS RANDALL INDIV & AS USUF	COWGILL & ASSOCIATES LLC		5/24/2002	1133	324	38892	LA	Lincoln
LA-HKN0044-121	PRUDENCY ANN LEWIS BLACKMON	COMSTOCK OIL & GAS LOUISIANA LLC		6/12/2007	1225	622	F86382	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					33	331	N-58614
LA-HKN0045-000	T L MCCRARY	JOE B CLARK		3/3/1944	33	331		LA	Lincoln
					295	286	D-28640
LA-HKN0046-001	MARIE COLVIN JEFCOAT ET AL	AMOCO PRODUCTION COMPANY INC		6/10/1980	295	286	D-28640	LA	Lincoln
					202	625	D-2183
LA-HKN0047-000	F H CALLAWAY ET UX	PAUL E MAEDER		10/18/1976	202	625	D-2183	LA	Lincoln
					1181	504	F67882
LA-HKN0048-000	CECIL MAX KING ET UX	HOOD PETROLEUM, INC.		7/22/2005	1283	68	F110284	LA	Lincoln
LA-HKN0049-001	PAULINE DREWETT ET AL	SONAT EXPLORATION COMPANY		1/9/1991	755	23	R-43308	LA	Lincoln
LA-HKN0049-002	GEORGE B HOLSTEAD JR	SONAT EXPLORATION COMPANY		1/15/1991	755	293	E-43427	LA	Lincoln
LA-HKN0049-003	PATTON BARHAM DREWETT	SONAT EXPLORATION COMPANY		1/12/1991	763	178	E-44728	LA	Lincoln
LA-HKN0049-004	JOHN COLVIN DREWETT	SONAT EXPLORATION COMPANY		1/12/1991	758	189	E-43841	LA	Lincoln
LA-HKN0049-005	J JEFF HOLSTEAD	SONAT EXPLORATION COMPANY		1/15/1991	756	176	E-43565	LA	Lincoln
LA-HKN0049-006	JEFFRESS MALONE DREWETT	SONAT EXPLORATION COMPANY		1/12/1991	762	94	E-44514	LA	Lincoln
LA-HKN0049-007	HOLLY ANN HOLSTEAD	SONAT EXPLORATION COMPANY		1/15/1991	761	127	E-44301	LA	Lincoln
LA-HKN0050-000	LAVERNE D JEFCOAT ET AL	SONAT EXPLORATION COMPANY		1/14/1991	759	180	E-43982	LA	Lincoln
					1179	533	F66901
LA-HKN0067-001	JAMES GORDON MCCULLIN	KCS RESOURCES INC		6/10/2005	1179	533	F66901	LA	Lincoln
LA-HKN0069-000	GLYNN DAVID ST ANDRE ET UX	HOOD PETROLEUM INC		6/23/2005	1178	179	F66229	LA	Lincoln
					1176	233	F65236
LA-HKN0071-000	CLYDE LEE AYCOCK ET UX	KCS RESOURCES INC		2/2/2005	1176	233	F65236	LA	Lincoln
							F89842
LA-HKN0072-000	JOHN K POLAND ET UX	KCS RESOURCES INC		10/23/2007			F89842	LA	Lincoln
							F89843
LA-HKN0073-000	VOLLIE HOLTZCLAW COOK	KCS RESOURCES INC		10/19/2007			F89843	LA	Lincoln
LA-HKN0075-000	CONNIE ARMSTRONG WATTS ET AL	KCS RESOURCES INC		6/21/2007	1232	608	F89322	LA	Lincoln
LA-HKN0077-001	EDWARD L ROTENBERG	KCS RESOURCES INC		12/5/2005	1194	777	F73733	LA	Lincoln
LA-HKN0077-002	ANNE KLEIN ROTENBERG	KCS RESOURCES INC		12/5/2005	1194	774	F73732	LA	Lincoln
LA-HKN0077-003	STEPHEN J ROTENBERG	KCS RESOURCES INC		12/5/2005	1194	786	F73735	LA	Lincoln
LA-HKN0077-004	STEWART M MADISON ET AL	KCS RESOURCES INC		11/17/2005	1194	780	F73734	LA	Lincoln
LA-HKN0077-005	DOUGLAS M ROTENBERG	KCS RESOURCES INC		5/2/2007	1239	482	F91864	LA	Lincoln
LA-HKN0077-006	JOE H NOBLES ET AL	SONAT EXPLORATION COMPANY		2/15/1991	760	313	E-44175	LA	Lincoln
LA-HKN0077-007	JOE H NOBLES ET AL	SONAT EXPLORATION COMPANY		1/23/1988	645	239	E-24750	LA	Lincoln
LA-HKN0077-008	NOWERY FAMILY LLC	COMSTOCK OIL & GAS LOUISIANA LLC		10/29/2007	1235	630	F90283	LA	Lincoln
LA-HKN0077-010	A M LEARY ET UX	SONAT EXPLORATION COMPANY		4/6/1988	657	223	E-26432	LA	Lincoln
LA-HKN0077-011	EDWIN ROY KELLY	SONAT EXPLORATION COMPANY		3/25/1988	657	116	E-26384	LA	Lincoln
LA-HKN0077-012	JOHN M MADISON ET AL	SONAT EXPLORATION COMPANY		4/5/1988	657	231	E-26433	LA	Lincoln
	BUCKEYE INVESTMENTS LLC
LA-HKN0077-013	REPRESENTED BY WEYMAN H ODEN JR	ROBERT E MCKELLAR		8/22/2007	1231	75	F88518	LA	Lincoln
	BERTHA KLEIN S/P ET AL
LA-HKN0077-014	ANNE D KLEIN ROTENBERG S/P	SONAT EXPLORATION COMPANY		4/6/1988	657	253	E-26436	LA	Lincoln
					663	148	E-27419
LA-HKN0077-015	HELEN DALZELL LEARY ET AL	SONAT EXPLORATION COMPANY		4/6/1988	657	245	E-26435	LA	Lincoln
LA-HKN0077-016	BEVERLY PRINCE LASKEY ET AL	SONAT EXPLORATION COMPANY		8/12/1988	688	17	E-31380	LA	Lincoln
					679	40	E-30007
					656	335	E-26353
LA-HKN0077-017	MARTHA JONES MOORE ET AL	SONAT EXPLORATION COMPANY		3/30/1988	665	31	E-27758	LA	Lincoln
LA-HKN0077-018	FRANCIS S KELLY III	SONAT EXPLORATION COMPANY		3/25/1988	669	341	E-28595	LA	Lincoln
LA-HKN0077-019	CORRINE ROY KELLY ET AL	SONAT EXPLORATION COMPANY		3/25/1988	656	61	E-26233	LA	Lincoln
LA-HKN0077-020	TOM L HOLCOME ET UX	SONAT EXPLORATION COMPANY		3/29/1988	656	327	E-26348	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	ERNEST A MERKLEIN JR S/P ET AL				659	159	E-26716
LA-HKN0077-021	MARY SUE MERKLEIN S/P	SONAT EXPLORATION CO		4/13/1988	659	167	E-26717	LA	Lincoln
LA-HKN0077-022	MARY SUE MERKLEIN HUGHES S/P	COMSTOCK OIL & GAS LOUISIANA LLC		1/7/2008	1240	643	F92361	LA	Lincoln
LA-HKN0077-023	ERNEST A MERKLEIN JR S/P	COMSTOCK OIL & GAS LOUISIANA LLC		1/7/2008	1240	646	F92362	LA	Lincoln
LA-HKN0078-000	THOMAS JERALD DINGLER ET UX	KCS RESOURCES INC		2/2/2005	1176	228	F65234	LA	Lincoln
LA-HKN0079-000	DOROTHY STAFFORD NOLAN ET AL	KCS RESOURCES INC		2/9/2005	1176	237	F65238	LA	Lincoln
LA-HKN0080-000	CHRISTOPHER LEE MURRAY ET UX	KCS RESOURCES INC		2/2/2005	1176	226	F65233	LA	Lincoln
LA-HKN0081-000	TAMMY M NOLAN AINSWORTH	KCS RESOURCES INC		2/2/2005	1176	231	F65235	LA	Lincoln
LA-HKN0082-000	KEVIN SHAWN NOLAN	KCS RESOURCES INC		2/2/2005	1176	235	F65237	LA	Lincoln
LA-HKN0083-000	RONALD H THOMPSON ET UX	KCS RESOURCES INC		2/2/2005	1176	496	F65374	LA	Lincoln
LA-HKN0084-000	CATHERINE C TILLMAN	ACADIAN LAND SERVICES LLC		8/5/2004	1165	675	59505	LA	Lincoln
LA-HKN0085-000	VALERIE A TERRELL	ACADIAN LAND SERVICES LLC		8/5/2004	1165	666	59502	LA	Lincoln
LA-HKN0086-000	DALE LAMAR HARPER JR	ACADIAN LAND SERVICES LLC		8/5/2004	1165	672	59504	LA	Lincoln
LA-HKN0088-000	G A ADAMS	J LEE & JUANITA YOUNGBLOOD		7/7/1944	35	159	N-60396	LA	Lincoln
					32	595	N-57799
LA-HKN0089-000	MRS W W FARLEY ET AL	C E BARHAM		1/3/1944	32	595	N-57799	LA	Lincoln
					32	599	N-57801
LA-HKN0090-000	J A BRITT ET AL	C E BARHAM		1/3/1944	32	599	N-57801	LA	Lincoln
LA-HKN0091-000	W C BARNETT	C E BARHAM		1/3/1944	32	603	N-57803	LA	Lincoln
					32	605	N-57804
LA-HKN0092-000	C R BRITT	C E BARHAM		1/3/1944	32	605	N-57804	LA	Lincoln
LA-HKN0093-000	PHIL MAY	C E BARHAM		1/6/1944	33	89	N-58102	LA	Lincoln
LA-HKN0094-000	JOSIE COLVIN ET AL	C E BARHAM		2/28/1944	33	209	N-58386	LA	Lincoln
LA-HKN0096-000	J B YOUNG	C E BARHAM		2/27/1946	40		N-67786	LA	Lincoln
LA-HKN0097-000	JESSE LOYD ET AL	C E BARHAM		3/11/1946	40	153	N-68107	LA	Lincoln
LA-HKN0101-001	JIM PETERSON	THE CALIFORNIA COMPANY		1/13/1943	31	41	N-53930	LA	Lincoln
LA-HKN0101-002	C E BARHAM ET AL	THE CALIFORNIA COMPANY		10/24/1945	38	629	N-65998	LA	Lincoln
LA-HKN0101-P03	HATTIE GIDDENS EWING ET AL	THE CALIFORNIA COMPANY		12/19/1945	39	419	N-67202	LA	Lincoln
LA-HKN0101-P04	JIM PETERSON	THE CALIFORNIA COMPANY		6/22/1942	37	481	N-64428	LA	Lincoln
LA-HKN0102-001	PAUL G BENEDUM	J LEE & JUANITA YOUNGBLOOD		5/24/1944	36	275	N-61474	LA	Lincoln
LA-HKN0102-002	NETTIE RICHARDSON SIMONTON GREEN	J LEE YOUNGBLOOD		5/24/1944	34		N-59934	LA	Lincoln
LA-HKN0102-003	MRS NORWOOD LYKES ET AL	THE CALIFORNIA COMPANY		5/11/1946	40	337	N-68727	LA	Lincoln
LA-HKN0106-001	E B TATUM	THE CALIFORNIA COMPANY		1/11/1943	31	20	N-53915	LA	Lincoln
					31	16	N-53914
LA-HKN0108-001	W A COLVIN	THE CALIFORNIA COMPANY		1/10/1943	31	16	N-53914	LA	Lincoln
LA-HKN0115-000	MARY LEE BROUGHTON	J R BOZEMAN		8/7/1945	38	75	N-64932	LA	Lincoln
LA-HKN0116-001	DOROTHY D RITCHIE ET AL	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1179	224	F66695	LA	Lincoln
LA-HKN0116-002	ALEX T HUNT JR ET AL	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1180	145	F67119	LA	Lincoln
LA-HKN0116-003	ANN MARIE LASKEY KILPATRICK	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1179	226	F66696	LA	Lincoln
LA-HKN0116-004	ANN LOUISE KILPATRICK LEATHERBURY	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1182	598	F68418	LA	Lincoln
LA-HKN0116-005	ANTOINETTE BARKSDALE TERRY	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1179	228	F66697	LA	Lincoln
LA-HKN0116-006	DOROTHY DELL BARKSDALE BUFFINGTON	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1182	596	F68417	LA	Lincoln
LA-HKN0116-007	MARY HELEN BARKSDALE BRADFORD	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1179	230	F66698	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page		Reference	ST	County
LA-HKN0116-008	VIRGINIA K RUSSELL	COMSTOCK OIL & GAS - LOUISIANA, LLC		7/13/2005	1182		594	F68416	LA	Lincoln
LA-HKN0116-009	ELIZABETH K SEAVER	COMSTOCK OIL & GAS - LOUISIANA LLC		6/19/2007	1226		592	F86713	LA	Lincoln
LA-HKN0117-000	ASA PROPERTIES LTD PARTNERSHIP ET AL	COMSTOCK OIL & GAS - LOUISIANA, LLC		10/20/2005	1185		724	F69784	LA	Lincoln
LA-HKN0118-001	DECIE LEMORA MARSHALL	J LEE YOUNGBLOOD		7/5/1944	36		39	N-61101	LA	Lincoln
LA-HKN0118-002	MAXINE WHITE	THE CALIFORNIA COMPANY		12/23/1947	45		217	N-78918	LA	Lincoln
LA-HKN0118-003	FANNIE DUNN HAYES	THE CALIFORNIA COMPANY		12/8/1947	45		218	N-78919	LA	Lincoln
LA-HKN0118-004	EDNA MASON	J LEE YOUNGBLOOD		7/5/1944	35		335	N-60605	LA	Lincoln
LA-HKN0118-005	JIM MEZEAKE HUGHES ET AL	J LEE YOUNGBLOOD		7/6/1944	35		187	N-60433	LA	Lincoln
LA-HKN0118-006	SAMUEL J DUNN	J LEE YOUNGBLOOD		7/5/1944	35		311	N-60839	LA	Lincoln
LA-HKN0118-007	SAMANTHA DUNN WHITE ET AL	J LEE YOUNGBLOOD		7/5/1944	35		363	N-60653	LA	Lincoln
LA-HKN0118-008	JESSE WILSON ET AL	J LEE YOUNGBLOOD		7/5/1944	35		189	N-60434	LA	Lincoln
LA-HKN0121-001	FEDERAL INTERMEDIATE CREDIT BANK	SONAT EXPLORATION COMPANY		12/14/1988	684		57	E-30782	LA	Lincoln
LA-HKN0133-000	LARRY J SIMONTON ET UX	COWGILL & ASSOCIATES LLC		4/13/2002	1132		697	38537	LA	Lincoln
LA-HKN0134-000	RUBY FRANKLIN SIMONTON	COWGILL & ASSOCIATES LLC		3/25/2002	1131		956	38223	LA	Lincoln
LA-HKN0135-000	JOE D PAGE ET UX	COWGILL & ASSOCIATES LLC		4/13/2002	1131		954	38222	LA	Lincoln
LA-HKN0136-000	BENNY JOE SIMONTON ET UX	COWGILL & ASSOCIATES LLC		3/25/2002	1131		952	38221	LA	Lincoln
LA-HKN0138-000	MARVIN E DAVIDSON ET UX	COWGILL & ASSOCIATES LLC		4/4/2002	1131		929	38211	LA	Lincoln
LA-HKN0139-000	ELIZABETH PILGREEN BROWN ET AL	COWGILL & ASSOCIATES LLC		3/7/2002	1131		940	38215	LA	Lincoln
LA-HKN0140-000	JOHN KEITH POLAND ET UX	COWGILL & ASSOCIATES LLC		2/4/2002	1131		913	38204	LA	Lincoln
LA-HKN0141-000	JAMES W NOBLES ET AL	COWGILL & ASSOCIATES LLC		3/7/2002	1131		938	38214	LA	Lincoln
LA-HKN0142-000	TAMMY MARIE SMITH HANSON	COWGILL & ASSOCIATES LLC		2/4/2002	1131		920	38207	LA	Lincoln
LA-HKN0143-000	MICHAEL PAIGE MURPHY ET UX	COWGILL & ASSOCIATES LLC		2/17/2002	1131		924	38209	LA	Lincoln
LA-HKN0144-000	MIKE ODELL SMITH	COWGILL & ASSOCIATES LLC		2/5/2002	1131		922	38208	LA	Lincoln
LA-HKN0146-001	STELLA MAE SIMONTON BOWIE	COWGILL & ASSOCIATES LLC		3/25/2002	1132		699	38538	LA	Lincoln
LA-HKN0146-002	DORIS SIMONTON HAMMOCK	COWGILL & ASSOCIATES LLC		3/25/2002	1132		20	38281	LA	Lincoln
LA-HKN0146-003	JIMMY LEE SIMONTON	COWGILL & ASSOCIATES LLC		3/25/2002	1132		16	38279	LA	Lincoln
LA-HKN0146-004	EDDIE LEE SIMONTON	COWGILL & ASSOCIATES LLC		3/25/2002	1132		14	38278	LA	Lincoln
LA-HKN0146-005	LUTHER SIMONTON JR ET AL	COWGILL & ASSOCIATES LLC		3/25/2002	1131		944	38217	LA	Lincoln
LA-HKN0146-006	LUTHER L SIMONTON	COWGILL & ASSOCIATES LLC		3/25/2002	1132		18	38280	LA	Lincoln
LA-HKN0146-007	K P SIMONTON	COWGILL & ASSOCIATES LLC		3/25/2002	1131		950	38220	LA	Lincoln
LA-HKN0146-008	MARY ELLA EVANS CLEMONS	COWGILL & ASSOCIATES LLC		3/25/2002	1131		942	38216	LA	Lincoln
LA-HKN0146-009	BENNY JOE SIMONTON ET AL	COWGILL & ASSOCIATES LLC		3/25/2002	1131		946	38218	LA	Lincoln
LA-HKN0146-010	ETTA SIMONTON GANT	COWGILL & ASSOCIATES LLC		3/25/2002	1131		948	38219	LA	Lincoln
LA-HKN0147-001	S D HUFFMAN ET AL	COWGILL & ASSOCIATES LLC		1/25/2002	1131		916	38205	LA	Lincoln
LA-HKN0147-002	DENNIS R HUFFMAN	COWGILL & ASSOCIATES LLC		1/25/2002	1131		918	38206	LA	Lincoln
LA-MDF0001-001	O ESTON PAYNE ET UX	KCS RESOURCES INC		5/16/2002	1134		371	39620	LA	Lincoln
LA-MDF0001-002	JOHN LANE NORRIS	KCS RESOURCES INC		8/27/2003	1150		580	50121	LA	Lincoln
LA-MDF0002-000	JAMES E DAVISON ET UX	KCS RESOURCES INC		5/16/2002	1143		347	45409	LA	Lincoln
LA-MDF0003-000	HAYS HARDWICK COLVIN ET UX	KCS RESOURCES INC		9/12/2002	1137		484	41750	LA	Lincoln
LA-MDF0004-000	W D WILLIAMS	KCS RESOURCES INC		9/10/2002	1137		491	41757	LA	Lincoln
	ROBERT L AND HELEN D ALEXANDER TRUST
LA-MDF0005-001	ROBERT L ALEXANDER TRUSTEE	KCS RESOURCES INC		5/28/2003	1148		390	48722	LA	Lincoln
LA-MDF0005-002	DORIS WARREN ALEXANDER	KCS RESOURCES INC		5/28/2003	1148		384	48721	LA	Lincoln
LA-MDF0006-000	BOBBY GENE BENNETT	KCS RESOURCES INC		6/11/2003	1147		355	47978	LA	Lincoln
LA-MDF0007-000	BOBBY GENE COLVIN ET UX	KCS RESOURCES INC		5/26/2003	1145		626	46949	LA	Lincoln
LA-MDF0008-000	MARY TUBBS ROBERSON ET AL	KCS RESOURCES INC		6/11/2003	1147		370	47991	LA	Lincoln
LA-MDF0009-001	SOUTHERN LAND & MINERALS II	KCS RESOURCES INC		5/26/2003	1148		379	48716	LA	Lincoln
LA-MDF0009-002	ROBERT J MCCORMICK ET UX	KCS RESOURCES INC		5/26/2003	1148		374	48715	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	THE SUCCESSION OF BOBBY GENE CAMPBELL
LA-MDF0010-000	SUSAN CAMPBELL TIDWELL EXECUTRIX	KCS RESOURCES INC		8/12/2004	1165	221	59205	LA	Lincoln
LA-MDF0011-001	MICKEY WALLER JORDAN	KCS RESOURCES INC		5/15/2002	1133	762	39277	LA	Lincoln
LA-MDF0011-002	BRUCE NORRIS WALLER	KCS RESOURCES INC		5/15/2002	1133	524	39084	LA	Lincoln
LA-MDF0012-001	MAE STEPHENS NORRIS ET AL	KCS RESOURCES INC		5/15/2002	1133	370	38945	LA	Lincoln
LA-MDF0012-P02	STEPHEN E NORRIS	KCS RESOURCES INC		5/15/2002	1133	368	38944	LA	Lincoln
LA-MDF0013-001	MAXINE DAVIDSON BECKHAM	KCS RESOURCES INC		5/16/2002	1133	759	F39276	LA	Lincoln
LA-MDF0013-002	MADISON LANE BECKHAM	KCS RESOURCES INC		5/16/2002	1133	372	38946	LA	Lincoln
LA-MDF0013-003	SAMMY DELOY DAVIDSON	KCS RESOURCES INC		5/16/2002	1135	306	40304	LA	Lincoln
LA-MDF0014-000	RACHAEL LEWIS GAY ET AL	THOMAS A DURHAM		7/9/1975	188	497	94319	LA	Lincoln
LA-MDF0015-000	RANDALL LEWIS	THOMAS A DURHAM		7/9/1975	188	501	94320	LA	Lincoln
LA-MDF0016-001	JOSEPH MITCHELL SMITH ET AL	HUNTER ENERGY CORPORATION		5/9/1997	992	88	90229	LA	Lincoln
LA-MDF0016-002	FLORENCE CARROLL SMITH ET AL	HUNTER ENERGY CORPORATION		5/9/1997	992	89	90230	LA	Lincoln
LA-MDF0016-003	PRISCILLA PEARMAN SMITH ET AL	HUNTER ENERGY CORPORATION		5/9/1997	992	92	90231	LA	Lincoln
LA-MDF0016-004	MARTHA JANE SMITH BELL	HUNTER ENERGY CORPORATION		5/9/1997	992	95	90232	LA	Lincoln
LA-MDF0017-000	JOE BURNS HAMILTON ET AL	HUNTER ENERGY CORPORATION		5/9/1997	992	98	90233	LA	Lincoln
LA-MDF0018-001	ROBERT W JENSEN	HUNTER ENERGY CORPORATION		5/9/1997	992	102	90234	LA	Lincoln
LA-MDF0018-002	PAMELA LEWIS BROWN	HUNTER ENERGY CORPORATION		5/9/1997	992	105	90235	LA	Lincoln
LA-MDF0019-001	MYRTLE M MCGEE ET AL	HUNTER ENERGY CORPORATION		5/9/1997	992	111	90237	LA	Lincoln
LA-MDF0020-000	HOWARD GENE BARNETT ET UX	HUNTER ENERGY CORPORATION		5/9/1997	992	108	90236	LA	Lincoln
LA-MDF0022-000	T L JAMES & CO INC	FRANKS PETROLEUM INC.		8/11/1986	589	134		LA	Lincoln
LA-RTN0006-000	CHRISTINE WILTCHER MARTIN ET AL	STRAT LAND EXPL CO		6/2/1997	1000	311	92029	LA	Lincoln
LA-RTN0008-000	LOYD P WALKER ET UX	STRAT LAND EXPL CO		5/23/1997	1000	313	92030	LA	Lincoln
					1000	315	092031
LA-RTN0009-001	JAMES H KILGORE ET UX	STRAT LAND EXPL CO		5/29/1997	1000	315	092031	LA	Lincoln
LA-RTN0010-001	DIXIE MARIE SYLVESTER BUNTON	STRAT LAND EXPL CO		5/12/1997	1002	288	92464	LA	Lincoln
LA-RTN0010-002	PATRICIA LOUISE SYLVESTER WOODS	STRAT LAND EXPL CO		5/12/1997	100	323	92034	LA	Lincoln
LA-RTN0010-003	ROBERT DIXON SYLVESTER	STRAT LAND EXPL CO		5/12/1997	1000	325	92035	LA	Lincoln
LA-RTN0010-004	WILLIE JUDITH SYLVESTER	STRAT LAND EXPL CO		5/12/1997	1000	327	92036	LA	Lincoln
LA-RTN0010-005	STEPHANIE RENEE DIXON	STRAT LAND EXPL CO		5/12/1997	1000	329	92037	LA	Lincoln
LA-RTN0010-006	SHERIDAN KATE SYLVESTER	STRAT LAND EXPL CO		5/12/1997	1000	331	92038	LA	Lincoln
LA-RTN0010-007	MYRTLE JANE DELANEY DIXON	STRAT LAND EXPL CO		5/12/1997	1000	335	92040	LA	Lincoln
LA-RTN0010-008	HAROLD MERRITT DIXON	STRAT LAND EXPL CO		5/12/1997	1000	337	92041	LA	Lincoln
LA-RTN0010-009	OTIS EARL DIXON	STRAT LAND EXPL CO		5/12/1997	1000	321	92033	LA	Lincoln
LA-RTN0010-010	JAMES LAMAR GOODWIN JR	STRAT LAND EXPL CO		5/12/1997	1000	333	92039	LA	Lincoln
LA-RTN0011-001	BOBBY GEORGE MCCULLIN	STRAT LAND EXPL CO		9/17/1997	1002	290	92465	LA	Lincoln
LA-RTN0011-002	CONNIE ARMSTRONG WATTS	STRAT LAND EXPL CO		9/17/1997	1002	292	92466	LA	Lincoln
LA-RTN0012-000	JAMES H KILGORE ET AL	STRAT LAND EXPL CO		5/29/1997	1000	318	92032	LA	Lincoln
LA-RTN0013-000	WALTER CARROLL BURTON	STRAT LAND EXPL CO		7/10/1997	1000	350	92044	LA	Lincoln
	RUBY SELPH STURGIS TRUST				1000	344	092043
LA-RTN0014-001	LEON HELMS TRUSTEE	STRAT LAND EXPL CO		8/21/1997	1000	344	092043	LA	Lincoln
	STURGIS NIX LUMBER COMPANY
	W H STURGIS
	PAULINE H STURGIS
	WILLIAM G NIX
	JOHN R STURGIS JR IND & TRUSTEE				1000	339	092042
LA-RTN0014-002	JOHN R STURGIS TRUST	STRAT LAND EXPL CO		3/24/1997	1000	339	092042	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	WILLIAM GARY NIX AND THERESE HAFFEY NIX
	HUSBAND AND WIFE INDIVIDUALLY AS
	REPRESENTATIVES OF STURGIS-NIX LUMBER
LA-RTN0014-003	COMPANY LP AND MANAGING PARTNERS OF NIX AND COMPANY LLC	WILDHORSE RESOURCES LLC		11/4/2010	1297	195	F116583	LA	Lincoln
	THE RUBY SELPH STURGIS TRUST FBO RICHARD
	STURGIS ET AL
	THE RUBY SELPH STURGIS TRUST FBO THOMAS
	CHRISTOPHER CHILDS
	THE RUBY SELPH STURGIS TRUST FBO JOHN JASON
	CHILDS AND
	THE RUBY SELPH STURGIS TRUST FBO JOHN M.
	STURGIS
	ALL REPRESENTED BY JOSEPH J COLLIER AS VICE
LA-RTN0014-004	PRESIDENT FOR THE REGIONS BANK AS TRUSTEE	WILDHORSE RESOURCES LLC		3/21/2011	1299	516	F117537	LA	Lincoln
	JOHN R STURGIS INDIVIDUALLY AND AS TRUSTEE OF
	THE TRUST A AND TRUST B CREATED UNDER THE
	TERMS OF THE LAST WILL AND TESTAMENT OF JOHN P
LA-RTN0014-005	STURGIS	WILDHORSE RESOURCES LLC		10/12/2010	1297	190	F116582	LA	Lincoln
LA-RTN0015-000	CLAUDIA M PHILLIPS LYLES	STRAT LAND EXPL CO		5/1/1998	1026	102	4901	LA	Lincoln
					1000	306	092027
LA-RTN0016-001	PATRICIA ANN GOODWIN	STRAT LAND EXPL CO		3/12/1997	1000	306	092027	LA	Lincoln
					1000	302	092025
LA-RTN0016-002	WILLIAM L GOODWIN ET UX	STRAT LAND EXPL CO		3/10/1997	1000	302	092025	LA	Lincoln
					1000	304	092026
LA-RTN0016-003	JEANNIE GOODWIN SHER	STRAT LAND EXPL CO		3/12/1997	1000	304	092026	LA	Lincoln
					1000	300	092024
LA-RTN0017-001	GLADYS DELONY KASPAR	STRAT LAND EXPL0 CO		3/3/1997	1000	300	092024	LA	Lincoln
LA-RTN0017-002	WILBUR P ROUGELOT ET UX	STRAT LAND EXPL CO		4/1/1997	1000	308	92028	LA	Lincoln
LA-RTN0017-003	ENTERGY LOUISIANA INC	STRAT LAND EXPL CO		4/21/1997	1006	339	588	LA	Lincoln
LA-RTN0033-000	JIMMIE CORNEL BRASHER ET UX	CLAYTON WILLIAMS ENERGY INC		9/22/2009	1277	694	F107492	LA	Lincoln
					1000	279	092017
LA-RTN0067-001	EUGENIA HALLEY SMITH TESTAMENTARY TRUST	STRAT LAND EXPL CO		2/20/1997	1000	279	092017	LA	Lincoln
					1000	294	092022
LA-RTN0067-002	ALICE HESTER PERRY	STRAT LAND EXPL CO		2/20/1997	1000	294	092022	LA	Lincoln
					1000	288	092020
LA-RTN0067-003	M WICKLIFF LAURENCE	STRAT LAND EXPL CO		2/20/1997	1000	288	092020	LA	Lincoln
					1000	282	092018
LA-RTN0067-004	GEORGE M STRICKLER JR	STRAT LAND EXPL CO		2/20/1997	1000	282	092018	LA	Lincoln
					1000	297	092023
LA-RTN0067-005	VIRGINIA RUTH BALLARD HAMMONS	STRAT LAND EXPL CO		2/20/1997	1000	297	092023	LA	Lincoln
					1000	285	092019
LA-RTN0067-006	JAMES FRANKLIN BALLARD	STRAT LAND EXPL CO		2/20/1997	1000	285	092019	LA	Lincoln
					1000	291	092021
LA-RTN0067-007	DOROTHY CLAIRE BELL	STRAT LAND EXPL CO		2/20/1997	1000	291	092021	LA	Lincoln
LA-RTN0082-001	ELAINE M CAUSEY A/K/A ELAINE M. MCVEY	CLARK ENERGY COMPANY INC		8/25/1993	861	272	E-64192	LA	Lincoln
LA-RTN0082-002	TOM S SALE III A/K/A THOMAS SANDERSON SALE	MEDALLION PRODUCTION COMPANY		2/7/1994	870	218	E-65745	LA	Lincoln
LA-RTN0083-001	ALONZO CURTIS DAVID	CLARK ENERGY COMPANY INC		9/29/1993	861	301	E-64799	LA	Lincoln
LA-RTN0083-002	PAUL PATRICK DAVID	CLARK ENERGY COMPANY INC		10/1/1993	861	305	E-64200	LA	Lincoln
LA-RTN0083-003	FLORENCE PAYER DAVID	CLARK ENERGY COMPANY INC		10/1/1993	861	325	E-64205	LA	Lincoln
LA-RTN0083-004	LOTHA DAVID STUBY	CLARK ENERGY COMPANY INC		9/29/1993	861	329	E-64206	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0083-005	FLORA DAVID	CLARK ENERGY COMPANY INC		11/2/1993	861	337	E-64208	LA	Lincoln
LA-RTN0083-006	DIXIE ANN WHITE	CLARK ENERGY COMPANY INC		11/2/1993	861	341	E-64209	LA	Lincoln
LA-RTN0083-007	THELMA DAVID	CLARK ENERGY COMPANY INC		11/18/1993	861	345	E-64210	LA	Lincoln
LA-RTN0083-008	DOROTHY JEAN HOLT	CLARK ENERGY COMPANY INC		11/1/1993	862	88	E-64229	LA	Lincoln
LA-RTN0083-009	DR LOUIS STRONG ROCKETT	CLARK ENERGY COMPANY INC		12/17/1993	868	236	E-65384	LA	Lincoln
LA-RTN0083-010	ROSS L ROCKETT ET AL	CLARK ENERGY COMPANY INC		2/3/1994	874	145	E-66482	LA	Lincoln
LA-RTN0083-011	JAMES W SPEARS JR ET AL	CLARK ENERGY COMPANY INC		11/24/1993	868	217	E-65380	LA	Lincoln
					862	92	E64230
LA-RTN0083-012	JAMES W SPEARS ET AL	CLARK ENERGY COMPANY INC		11/19/1993				LA	Lincoln
LA-RTN0084-001	ISAAC T BRASSEAL ET UX	CLARK ENERGY COMPANY INC		10/8/1993	861	313	E-64202	LA	Lincoln
LA-RTN0085-001	EDWIN CORDELL ORR ET UX	CLARK ENERGY COMPANY INC		10/12/1993	861	309	E-64201	LA	Lincoln
LA-RTN0086-001	RICHARD WAYNE CALDWELL ET UX	CLARK ENERGY COMPANY INC		10/29/1993	861	333	E-64207	LA	Lincoln
LA-RTN0087-001	PAUL EDWARD SPEARS ET UX	CLARK ENERGY COMPANY INC		12/3/1993	862	76	E-64226	LA	Lincoln
LA-RTN0088-001	JACK CLARK MCCURDY II	CLARK ENERGY COMPANY INC		12/10/1993	862	80	E-64227	LA	Lincoln
LA-RTN0090-001	RAYMOND LEON EDWARDS ET UX	CLARK ENERGY COMPANY INC		12/20/1993	868	245	E-65386	LA	Lincoln
LA-RTN0091-001	WILLIAM C WARD ET UX	CLARK ENERGY COMPANY INC		12/22/1993	868	249	E-65387	LA	Lincoln
LA-RTN0092-001	KELLEY GILE PECANTY ET UX	CLARK ENERGY COMPANY INC		1/18/1994	868	195	E-65376	LA	Lincoln
LA-RTN0093-001	RONALD ALAN SMITH ET UX	CLARK ENERGY COMPANY INC		1/24/1994	868	240	65385	LA	Lincoln
LA-RTN0094-001	BERNARD A GEMELLI JR ET UX	CLARK ENERGY COMPANY INC		6/9/1994	885	343	E-68394	LA	Lincoln
LA-RTN0095-001	H STUART GREEN JR	CLARK ENERGY COMPANY INC		11/3/1993	862	1	E-64211	LA	Lincoln
LA-RTN0095-002	ROGER C DIXON	CLARK ENERGY COMPANY INC		11/3/1993	862	6	E-64212	LA	Lincoln
LA-RTN0095-003	HENRY B GREEN	CLARK ENERGY COMPANY INC		11/3/1993	862	11	E-64213	LA	Lincoln
LA-RTN0095-004	ANN B NOBLE	CLARK ENERGY COMPANY INC		11/3/1993	862	16	E-64214	LA	Lincoln
LA-RTN0095-005	KIRK BROWNING	CLARK ENERGY COMPANY INC		11/3/1993	862	21	E-64215	LA	Lincoln
	ANN SCOTT DIXON
LA-RTN0095-006	REPRESENTED ROGER C DIXON CURATOR	CLARK ENERGY COMPANY INC		11/3/1993	862	26	E-64216	LA	Lincoln
LA-RTN0095-007	WILLIAM H BROWNING II	CLARK ENERGY COMPANY INC		11/3/1993	862	31	E-64217	LA	Lincoln
LA-RTN0095-008	ALFRED E THURBER JR	CLARK ENERGY COMPANY INC		11/3/1993	862	36	E-64218	LA	Lincoln
LA-RTN0095-009	JOSEPHINE B PIERCE	CLARK ENERGY COMPANY INC		11/3/1993	862	41	E-64219	LA	Lincoln
LA-RTN0095-010	KATHERINE M BROWNING	CLARK ENERGY COMPANY INC		11/3/1993	862	46	E-64220	LA	Lincoln
LA-RTN0095-011	THERESE BROWNING HOLMES	CLARK ENERGY COMPANY INC		11/3/1993	862	51	E-64221	LA	Lincoln
LA-RTN0095-012	KATHERINE T O’BOYLE	CLARK ENERGY COMPANY INC		11/3/1993	862	56	E-64222	LA	Lincoln
LA-RTN0095-013	THOMAS W KENSLER	CLARK ENERGY COMPANY INC		11/3/1993	862	61	E-64223	LA	Lincoln
	MARJORIE B DICKINSON ESTATE
LA-RTN0095-014	GEORGE S DICKINSON JR EXECUTOR	CLARK ENERGY COMPANY INC		11/3/1993	862	66	E-64224	LA	Lincoln
LA-RTN0095-015	NATALIE S HIGGS	CLARK ENERGY COMPANY INC		11/3/1993	862	71	E-64225	LA	Lincoln
	NANCY G PARKER ESTATE
LA-RTN0095-016	T ANTHONY BROOKS EXECUTOR	CLARK ENERGY COMPANY INC		11/3/1993	868	253	E-65388	LA	Lincoln
	MARY T MENTZ TRUST
LA-RTN0095-017	TRACY T GROSS AS SUCCESSOR TRUSTEE	CLARK ENERGY COMPANY INC		11/3/1993	868	199	E-65377	LA	Lincoln
LA-RTN0095-018	SLOANE C WULF	CLARK ENERGY COMPANY INC		11/3/1993	868	204	E-65378	LA	Lincoln
LA-RTN0095-019	GRANT D SMALL	CLARK ENERGY COMPANY INC		11/3/1993	874	151	E-66484	LA	Lincoln
LA-RTN0095-020	GEORGE K CAMPBELL JR	MEDALLION PRODUCTION COMPANY		3/27/1995	921	144	E-74517	LA	Lincoln
LA-RTN0095-021	ELIZABETH CAMPBELL PETERSON	MEDALLION PRODUCTION COMPANY		3/27/1995	921	139	E-74516	LA	Lincoln
					862	96	E-64231
LA-RTN0096-000	TOMMIE GRAY COLVIN ET AL	CLARK ENERGY COMPANY INC		12/9/1993	862	101	E-64232	LA	Lincoln
					868	179	E-65371
					879	252	E-67290
LA-RTN0097-001	ROBERTA GREEN HINTON ET AL	CLARK ENERGY COMPANY INC		11/22/1993	868	184	E-65373	LA	Lincoln
LA-RTN0098-001	ROSEMARY LORIA FICKLIN	CLARK ENERGY COMPANY INC		1/4/1994	868	258	E-65389	LA	Lincoln
LA-RTN0098-002	JOSEPH D LORIA	CLARK ENERGY COMPANY INC		1/4/1994	868	231	E-65383	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0099-000	DEWEY JADELL STEWART ET UX	CLARK ENERGY COMPANY INC		12/30/1993	868	263	E-65390	LA	Lincoln
LA-RTN0100-001	VERA ALEXANDER GUNSAULLUS	CLARK ENERGY COMPANY INC		2/1/1994	868	209	E-65410	LA	Lincoln
LA-RTN0100-002	MARGUERITE ALEXANDER BOOTH	CLARK ENERGY COMPANY INC		1/19/1994	868	213	E-65379	LA	Lincoln
LA-RTN0100-003	MARTHA LEIGH AYO	CLARK ENERGY COMPANY INC		2/2/1994	868	185	E-65374	LA	Lincoln
					870	209	E-65744
LA-RTN0101-000	TOM S SALE III ET AL	MEDALLION PRODUCTION COMPANY		2/7/1994	874	179	E-66483	LA	Lincoln
LA-RTN0102-000	THOMAS H COLVIN ET UX	CLARK ENERGY COMPANY INC		12/7/1993	878	36	E-67124	LA	Lincoln
					906	274	E-71888
LA-RTN0103-000	GLADYS S RHYMES MCKEE ET AL	MEDALLION PRODUCTION COMPANY		12/9/1994	906	278	E-71889	LA	Lincoln
LA-RTN0104-001	THEREESE SPINKS DAVIDSON ET AL	J S WISE		11/17/1943	32	354	N-57315	LA	Lincoln
LA-RTN0105-000	PETER JOSEPH HANLON ET UX	KCS MEDALLION RESOURCES INC		7/21/1997	1004	43		LA	Lincoln
LA-RTN0106-000	CECIL SMITH ET UX	CLARK ENERGY COMPANY INC		8/23/1993	861	267	E-64191	LA	Lincoln
LA-RTN0107-000	KENT ANDERSON ET UX	CLARK ENERGY COMPANY INC		9/14/1993	861	277	E-64193	LA	Lincoln
LA-RTN0108-000	MATTIE SUE SIMMONS LARANCE ET AL	CLARK ENERGY COMPANY INC		9/13/1993	861	281	E-64194	LA	Lincoln
LA-RTN0109-001	ADDISON W THOMPSON ET UX	CLARK ENERGY COMPANY INC		9/15/1993	861	285	E-64195	LA	Lincoln
LA-RTN0109-002	LARKIN BREED ET UX	CLARK ENERGY COMPANY INC		9/15/1993	861	289	E-64196	LA	Lincoln
LA-RTN0109-003	ROSEMARY BREED WYSS	CLARK ENERGY COMPANY INC		9/15/1993	861	317	E-64203	LA	Lincoln
LA-RTN0109-004	LLEWELLYN BREED WHITE	CLARK ENERGY COMPANY INC		9/15/1993	861	321	E-64204	LA	Lincoln
LA-RTN0110-000	EVELYN DAVIDSON TANNEHILL	CLARK ENERGY COMPANY INC		9/1/1993	861	293	E-64197	LA	Lincoln
LA-RTN0111-001	DELLA ANN RABB GRAFTON ET VIR	CLARK ENERGY COMPANY INC		9/23/1993	861	297	E-64198	LA	Lincoln
LA-RTN0111-002	FLORENCE PERRITT RABB FEAZEL	CLARK ENERGY COMPANY INC		1/19/1994	868	221	E-65381	LA	Lincoln
LA-RTN0111-003	MICHAEL PERRITT RABB	CLARK ENERGY COMPANY INC		1/19/1994	868	226	E-65382	LA	Lincoln
LA-RTN0111-004	LARRY NEWBLOCK RABB	CLARK ENERGY COMPANY INC		1/19/1994	868	190	E-65375	LA	Lincoln
	JOHN BROOKS HARRIS TESTAMENTARY TRUST FOR
	MARY ELIZABETH HARRIS SUTTON
	CAROL FRANCIS HARRIS HUDSON
	JOHN BROOKS HARRIS JR
	THE TRUST COMPANY OF LOUISIANA AS SUCCESSOR
LA-RTN0112-001	TRUSTEE	CLARK ENERGY COMPANY INC		1/24/1994	879	281	E-67298	LA	Lincoln
LA-RTN0112-002	MARY ELIZABETH HARRIS SUTTON	CLARK ENERGY COMPANY INC		2/18/1994	879	285	E-67299	LA	Lincoln
LA-RTN0113-001	PEGGY JOE TERRILL HULL	CLARK ENERGY COMPANY INC		4/11/1994	879	314	E-67306	LA	Lincoln
LA-RTN0113-002	CAROLYN A TERRILL BOND	CLARK ENERGY COMPANY INC		4/11/1994	879	319	E-67307	LA	Lincoln
LA-RTN0113-003	AMANDA CHRISTINE SLATON TEAGUE	CLARK ENERGY COMPANY INC		4/11/1994	879	324	E-67308	LA	Lincoln
LA-RTN0113-004	PHYLLIS MCCARY BEACOM	CLARK ENERGY COMPANY INC		5/10/1994	891	227	E-69451	LA	Lincoln
LA-RTN0113-005	PHILLIP H MCCARY III	CLARK ENERGY COMPANY INC		5/10/1994	891	231	E-69452	LA	Lincoln
LA-RTN0113-006	LINDA KATHERINE TERRILL WHITE GAY	CLARK ENERGY COMPANY INC		4/11/1994	891	235	E-69453	LA	Lincoln
LA-RTN0113-007	JAMES CALVIN SLATON	CLARK ENERGY COMPANY INC		4/11/1994	891	240	E-69454	LA	Lincoln
LA-RTN0113-008	ANTOINETTE BARKSDALE TERRY	CLARK ENERGY COMPANY INC		5/18/1994	891	202	E-69445	LA	Lincoln
	ALVERNE DAVIS HUNT INDIVIDUALLY & AS
	USUFRUCTUARY OF MINERAL SERVITUDE
LA-RTN0113-009	REPRESENTED HEREIN BY HOWARD W WRIGHT JR	CLARK ENERGY COMPANY INC		11/25/1994	905	24	E-71643	LA	Lincoln
LA-RTN0113-010	MARY HELEN BARKSDALE BRADFORD	CLARK ENERGY COMPANY INC		5/18/1994	897	191	E-70470	LA	Lincoln
LA-RTN0113-011	BILLY E LEACHMAN ET UX	CLARK ENERGY COMPANY INC		9/9/1994	897	212	E-70476	LA	Lincoln
LA-RTN0113-012	ADELAIDE NEWCOMB RIDGEWAY	CLARK ENERGY COMPANY INC		10/6/1994	897	217	E-70477	LA	Lincoln
LA-RTN0113-013	DOROTHY DELL BARKSDALE BUFFINGTON	CLARK ENERGY COMPANY INC		5/18/1994	897	222	E-70478	LA	Lincoln
LA-RTN0113-014	HELEN DAVIS BARKSDALE	CLARK ENERGY COMPANY INC		5/18/1994	897	227	E-70479	LA	Lincoln
	GLENN EUGENE LASKEY GRANDCHILDRENS CLASS
LA-RTN0113-015	TRUST REPRESENTED BY H CECIL KILPATRICK TRUSTEE	CLARK ENERGY COMPANY INC		11/25/1994	905	34	E-71644	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0113-016	ANNE MARIE LASKEY KILPATRICK ET AL	CLARK ENERGY COMPANY INC		11/25/1994	905	44	E-71645	LA	Lincoln
					891	207	E-69446
LA-RTN0114-001	ELAINE MEEKS CAUSEY	CLARK ENERGY COMPANY INC		7/1/1994	891	207	E-69446	LA	Lincoln
LA-RTN0114-002	JAMES BUFORD GOSS	CLARK ENERGY COMPANY INC		7/22/1994	891	211	E-69447	LA	Lincoln
LA-RTN0114-003	LUCRETIA BOLT JESTER	CLARK ENERGY COMPANY INC		7/14/1994	891	215	E-69448	LA	Lincoln
					891	219	E-69449
					897	198	E-70472
					898	127	E-70579
LA-RTN0114-004	ETTA MAE THOMPSON ET AL	CLARK ENERGY COMPANY INC		7/19/1994	897	196	E-70471	LA	Lincoln
LA-RTN0114-007	NETTIE ELIZABETH RISINGER BLACKWELDER	CLARK ENERGY COMPANY INC		8/12/1994	897	200	E-70473	LA	Lincoln
LA-RTN0114-008	JOHN BAXTER RISINGER	CLARK ENERGY COMPANY INC		8/12/1994	897	182	E-70468	LA	Lincoln
	MOUNT HARMONY MISSIONARY BAPTIST CHURCH INC
LA-RTN0115-000	REPRESENTED BY SYLVESTER LEWIS	CLARK ENERGY COMPANY INC		10/21/1994	897	232	E-70480	LA	Lincoln
LA-RTN0116-001	WILLIAM KING MCELVANEY ET UX	CLARK ENERGY COMPANY INC		2/24/1994	879	289	E-67300	LA	Lincoln
LA-RTN0116-002	CHLOTIELDE LUCILLE WACTOR RINEHART	CLARK ENERGY COMPANY INC		3/3/1994	879	293	E-67301	LA	Lincoln
LA-RTN0116-003	MARTHA RINEHART MCGEE	CLARK ENERGY COMPANY INC		3/3/1994	879	297	E-67302	LA	Lincoln
	POLLY RINEHART MEISNER
LA-RTN0116-004	A/K/A MARGIE REBECCA RINEHART MEISNER	CLARK ENERGY COMPANY INC		3/3/1994	879	301	E-67303	LA	Lincoln
LA-RTN0116-005	MAURINE RINEHART BUCHANAN	CLARK ENERGY COMPANY INC		3/3/1994	879	305	E-67304	LA	Lincoln
	REL L GRAY ET UX
LA-RTN0116-006	JOANNA WILKINSON GRAY	CLARK ENERGY COMPANY INC		3/11/1994	879	309	E-67305	LA	Lincoln
LA-RTN0116-007	JOSEPH MITCHELL SMITH ET UX	CLARK ENERGY COMPANY INC		5/10/1994	897	186	E-70469	LA	Lincoln
LA-RTN0117-000	DHU THOMPSON ET AL	SOUTHWEST NATURAL GAS COMPANY		4/13/1948	46	121		LA	Lincoln
LA-RTN0118-001	KENNETH A MILLER ET AL	CLARK ENERGY COMPANY INC		7/7/1994	891	223	E-69450	LA	Lincoln
LA-RTN0118-002	HOWARD N SANDERS	CLARK ENERGY COMPANY INC		7/7/1994	897	204	E-70474	LA	Lincoln
LA-RTN0118-003	ALBERT L SANDERS	CLARK ENERGY COMPANY INC		7/7/1994	897	208	E-70475	LA	Lincoln
LA-RTN0118-004	JOE ALBERT BEDFORD	CLARK ENERGY COMPANY INC		8/24/1994	897	178	E-70467	LA	Lincoln
		SOUTHWEST NATURAL PRODUCTION
LA-RTN0119-000	E J LINER	COMPANY		6/28/1948			N-82462	LA	Lincoln
LA-RTN0120-000	E W CAUSEY	SOUTHWEST NATURAL GAS COMPANY		9/3/1946	41	459	N-71031	LA	Lincoln
LA-RTN0121-000	CLEM WRIGHT	SOUTHWEST NATURAL GAS COMPANY		9/12/1946	41	513	N-71168	LA	Lincoln
LA-RTN0122-000	J A CLEATON	H R SCIVALLY		4/29/1948	47	55	N-82014	LA	Lincoln
		SOUTHWEST NATURAL PRODUCTION
LA-RTN0123-000	ALBERT SANDERS ET AL	COMPANY		8/17/1948	47	465		LA	Lincoln
					1180	651	F67473
LA-RTN0130-001	LARRY N RABB ET UX	KCS RESOURCES INC		7/1/2005	1180	651	F67473	LA	Lincoln
LA-RTN0131-001	SHARON K SINGER	FRANKS PETROLEUM INC		5/4/1978	231	150		LA	Lincoln
LA-RTN0131-002	GERTRUDE ELAINE KURYLLO	FRANKS PETROLEUM INC		5/22/1978	235	60		LA	Lincoln
LA-RTN0131-003	LORIECE K PULLEN	FRANKS PETROLEUM INC		5/3/1978	229	668		LA	Lincoln
LA-RTN0131-004	IRMA WILLIS KORNEGAY	FRANKS PETROLEUM INC		4/14/1980	286	80		LA	Lincoln
LA-RTN0143-003	ERIC ANTHONY GUILLORY ET UX	WILDHORSE RESOURCES LLC		11/16/2010	1297	220	F116589	LA	Lincoln
					1237	377	F90980
LA-RTN0150-001	L GARY RAINEY, AKA LESTER GARY RAINEY	INDIGO MINERALS LLC		6/13/2007				LA	Lincoln
LA-RTN0150-002	HERSHEL SHANNON PARDUE ET UX	INDIGO MINERALS LLC		6/21/2007	1237	382	F90982	LA	Lincoln
LA-RTN0150-003	DON DURRETT ET UX	INDIGO MINERALS LLC		10/2/2007	1237	380	F90981	LA	Lincoln
LA-RTN0150-004	DON DURRETT ET UX	INDIGO MINERALS LLC		10/2/2007	1237	384	F90983	LA	Lincoln
LA-RTN0151-000	JOHN RAGAN COLVIN ET AL	INDIGO MINERALS LLC		6/14/2007	1237	386	F90984	LA	Lincoln
LA-RTN0152-000	BEVERLY GATES SLOCUM	INDIGO MINERALS LLC		6/14/2007	1237	389	F90985	LA	Lincoln
LA-RTN0153-000	PATRICIA KATHERINE VANDIVER BLOXOM ET AL	INDIGO MINERALS LLC		6/19/2007	1237	391	F90986	LA	Lincoln
LA-RTN0154-000	JAMES VESTER ALBRITTON	INDIGO MINERALS LLC		6/20/2007	1237	394	F90987	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0155-000	JEAN WASHAM HOLLIS, INDIVIDUALLY & AS	INDIGO MINERALS LLC		6/21/2007	1237	397	F90988	LA	Lincoln
LA-RTN0156-000	WILLIAM THOMAS BURT ET UX	INDIGO MINERALS LLC		6/25/2007	1237	400	F90989	LA	Lincoln
LA-RTN0157-000	GLEN E NEAVILLE ET UX	INDIGO MINERALS LLC		6/25/2007	1237	403	F90990	LA	Lincoln
LA-RTN0158-000	JOHN RAGAN COLVIN ET UX MARGARET	INDIGO MINERALS LLC		6/14/2007	1237	406	F90991	LA	Lincoln
LA-RTN0159-000	KYLE BIRCH ET UX	INDIGO MINERALS LLC		6/28/2007	1237	409	F90992	LA	Lincoln
LA-RTN0160-000	ODESSA HARRISON DUNN	INDIGO MINERALS LLC		8/20/2007	1237	595	F91074	LA	Lincoln
LA-RTN0161-001	RICKEY GLENN HICKMAN	INDIGO MINERALS LLC		6/26/2007	1237	412	F90993	LA	Lincoln
LA-RTN0161-002	KRISTY DIANNE ROBERTSON HICKMAN	INDIGO MINERALS LLC		6/26/2007	1237	415	F90994	LA	Lincoln
LA-RTN0162-001	GLEN LEE MITCHELL	INDIGO MINERALS LLC		7/2/2007	1237	418	F90995	LA	Lincoln
LA-RTN0162-002	BRENDA DUFOUR MITCHELL	INDIGO MINERALS LLC		7/2/2007	1237	421	F90996	LA	Lincoln
					1237	424	F90997
LA-RTN0163-000	WILLIAM L GARNER JR	INDIGO MINERALS LLC		6/25/2007	1237	424	F90997	LA	Lincoln
					1237	427	F90998
					1237	427	F90998
LA-RTN0164-001	JOHN M ARMSTRONG, JR ET UX	INDIGO MINERALS LLC		7/11/2007	1237	427	F90998	LA	Lincoln
					1237	430	F90999
					1237	430	F90999
LA-RTN0164-002	THE BROWNLAND CORPORATION	INDIGO MINERALS LLC		7/11/2007	1237	430	F90999	LA	Lincoln
					1237	434	F91000
					1237	434	F91000
LA-RTN0164-003	ELEANOR HARRIS BROWN	INDIGO MINERALS LLC		7/11/2007	1237	434	F91000	LA	Lincoln
					1237	437	F91001
					1237	437	F91001
LA-RTN0164-004	ROBERT WILLIAM TEMPLE ET UX	INDIGO MINERALS LLC		7/18/2007	1237	437	F91001	LA	Lincoln
					1237	440	F91002
					1237	440	F91002
LA-RTN0164-005	MELANIE CARSON HARRIS ZACHRY	INDIGO MINERALS LLC		7/18/2007	1237	440	F91002	LA	Lincoln
LA-RTN0164-006	PRISCILLA HEARD BOWMAN	INDIGO MINERALS LLC		10/8/2007	1237	443	F91003	LA	Lincoln
LA-RTN0164-007	CARRIE LEE HEARD LINK	INDIGO MINERALS LLC		10/8/2007	1237	446	F91004	LA	Lincoln
					1260	19	F99499
					1276	142	F106650
					1260	19	F99499
LA-RTN0164-008	JOHNNY ROY PAPPA	INDIGO MINERALS LLC		9/24/2008	1260	19	F99499	LA	Lincoln
					1260	22	F99500
					1276	144	F106651
					1260	22	F99500
LA-RTN0164-009	ANNA THERESA PAPPA KERN ANGELLE	INDIGO MINERALS LLC		9/24/2008	1260	22	F99500	LA	Lincoln
LA-RTN0164-010	JOHN C MORRIS III ET AL	INDIGO MINERALS LLC		2/10/2009	1267	769	F102703	LA	Lincoln
LA-RTN0164-011	ALICE HEARD ET AL	PRESTIGE EXPLORATION INC		9/15/2006	1213	601	F102274	LA	Lincoln
LA-RTN0165-001	RONALD WAYNE BROWN	INDIGO MINERALS LLC		7/6/2007	1237	449	F91006	LA	Lincoln
LA-RTN0165-002	IVA GOLDSMITH DAVIS	INDIGO MINERALS LLC		7/11/2007	1237	451	F91007	LA	Lincoln
LA-RTN0165-003	WILLIE GOLDSMITH JACKSON	INDIGO MINERALS LLC		7/11/2007	1237	453	F91008	LA	Lincoln
LA-RTN0165-004	MILTON YOUNGER	INDIGO MINERALS LLC		7/12/2007	1237	455	F91009	LA	Lincoln
LA-RTN0165-005	HOWARD DONELL YOUNGER	INDIGO MINERALS LLC		7/12/2007	1237	457	F91010	LA	Lincoln
LA-RTN0165-006	BILLY RAY YOUNGER	INDIGO MINERALS LLC		7/12/2007	1237	459	F91011	LA	Lincoln
LA-RTN0165-007	VIVIAN YOUNGER PERRY	INDIGO MINERALS LLC		7/17/2007	1237	461	F91012	LA	Lincoln
LA-RTN0165-008	VICKI GOLDSMITH JACKSON	INDIGO MINERALS LLC		7/17/2007	1237	463	F91013	LA	Lincoln
LA-RTN0165-009	NELLA FAYE WILLIAMS COOPER	INDIGO MINERALS LLC		7/14/2007	1237	465	F91014	LA	Lincoln
LA-RTN0165-010	ZENOBIA YOUNGER PERRY	INDIGO MINERALS LLC		7/16/2007	1237	467	F91015	LA	Lincoln
LA-RTN0165-011	LEVELL YOUNGER	INDIGO MINERALS LLC		7/19/2007	1237	469	F91016	LA	Lincoln
LA-RTN0165-012	ROBERT G JAMES	INDIGO MINERALS LLC		7/30/2007	1237	471	F91017	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0165-013	E JOSEPH BLEICH ET UX	INDIGO MINERALS LLC		7/30/2007	1237	474	F91018	LA	Lincoln
LA-RTN0165-014	FLORA DOWDY WRIGHT	INDIGO MINERALS LLC		7/30/2007	1237	477	F91019	LA	Lincoln
LA-RTN0165-015	JOSEPH LEWIS	INDIGO MINERALS LLC		8/16/2007	1237	480	F91020	LA	Lincoln
LA-RTN0165-016	FRED LEWIS	INDIGO MINERALS LLC		8/16/2007	1237	482	F91021	LA	Lincoln
LA-RTN0165-017	MITZI LEWIS	INDIGO MINERALS LLC		8/16/2007	1237	484	F91022	LA	Lincoln
LA-RTN0165-018	HUGH L HYLAND, III	INDIGO MINERALS LLC		8/16/2007	1237	486	F91023	LA	Lincoln
LA-RTN0165-019	FREDERICK N HYLAND	INDIGO MINERALS LLC		8/16/2007	1237	488	F91024	LA	Lincoln
LA-RTN0165-020	ROSALYN GOLDSMITH CROWDER	INDIGO MINERALS LLC		7/17/2007	1237	490	F91025	LA	Lincoln
LA-RTN0165-021	MICHAEL HYLAND	INDIGO MINERALS LLC		8/16/2007	1237	492	F91026	LA	Lincoln
LA-RTN0165-022	STEWART G HYLAND	INDIGO MINERALS LLC		8/16/2007	1237	494	F91027	LA	Lincoln
LA-RTN0166-001	WILLIE GOLDSMITH JACKSON	INDIGO MINERALS LLC		7/11/2007	1237	496	F91028	LA	Lincoln
LA-RTN0166-002	HOWARD DONELL YOUNGER	INDIGO MINERALS LLC		7/12/2007	1237	498	F91029	LA	Lincoln
LA-RTN0166-003	MILTON YOUNGER	INDIGO MINERALS LLC		7/12/2007	1237	500	F91030	LA	Lincoln
LA-RTN0166-004	BILLY RAY YOUNGER	INDIGO MINERALS LLC		7/12/2007	1237	502	F91031	LA	Lincoln
LA-RTN0166-005	IVA GOLDSMITH DAVIS	INDIGO MINERALS LLC		7/11/2007	1237	504	F91032	LA	Lincoln
LA-RTN0166-006	VICKI GOLDSMITH JACKSON	INDIGO MINERALS LLC		7/17/2007	1237	506	F91033	LA	Lincoln
LA-RTN0166-007	VIVIAN YOUNGER PERRY	INDIGO MINERALS LLC		7/17/2007	1237	508	F91034	LA	Lincoln
LA-RTN0166-008	ZENOBIA YOUNGER PERRY	INDIGO MINERALS LLC		7/16/2007	1237	510	F91035	LA	Lincoln
LA-RTN0166-009	LEVELL YOUNGER	INDIGO MINERALS LLC		7/17/2007	1237	512	F91036	LA	Lincoln
LA-RTN0166-010	MARVA GOLDSMITH JOHNSON	INDIGO MINERALS LLC		7/23/2007	1237	514	F91037	LA	Lincoln
LA-RTN0166-011	JOSEPH LEWIS	INDIGO MINERALS LLC		8/16/2007	1237	516	F91038	LA	Lincoln
LA-RTN0166-012	FRED LEWIS	INDIGO MINERALS LLC		8/16/2007	1237	518	F91039	LA	Lincoln
LA-RTN0166-013	MITZI LEWIS	INDIGO MINERALS LLC		8/16/2007	1237	520	F91040	LA	Lincoln
LA-RTN0166-014	FREDERICK N HYLAND	INDIGO MINERALS LLC		8/16/2007	1237	522	F91041	LA	Lincoln
LA-RTN0166-015	HUGH L HYLAND, III	INDIGO MINERALS LLC		8/16/2007	1237	524	F91042	LA	Lincoln
LA-RTN0166-016	ROSALYN GOLDSMITH CROWDER	INDIGO MINERALS LLC		7/17/2007	1237	526	F91043	LA	Lincoln
LA-RTN0166-017	MICHAEL HYLAND	INDIGO MINERALS LLC		8/16/2007	1237	528	F91044	LA	Lincoln
LA-RTN0166-018	STEWART G HYLAND	INDIGO MINERALS LLC		8/16/2007	1237	530	F91045	LA	Lincoln
LA-RTN0167-000	CLIFTON ALLEN SANDIFER ET UX	INDIGO MINERALS LLC		7/18/2007	1237	534	F91047	LA	Lincoln
LA-RTN0168-000	MICHAEL JAMES CORIE ET UX	INDIGO MINERALS LLC		7/18/2007	1237	539	F91049	LA	Lincoln
LA-RTN0169-000	SAMUEL EDWARD SPEARMAN ET UX	INDIGO MINERALS LLC		7/23/2007	1237	541	F91050	LA	Lincoln
LA-RTN0170-000	DAVID R VOLENTINE ET UX	INDIGO MINERALS LLC		7/24/2007	1237	544	F91051	LA	Lincoln
LA-RTN0171-001	GLADYS DELONY KASPAR	INDIGO MINERALS LLC		7/18/2007	1237	547	F91052	LA	Lincoln
LA-RTN0171-002	BRODIE D TELFORD ET UX	INDIGO MINERALS LLC		10/23/2007	1237	549	F91053	LA	Lincoln
LA-RTN0172-000	VIVIAN YOUNGER PERRY	INDIGO MINERALS LLC		7/17/2007	1237	551	F91054	LA	Lincoln
LA-RTN0173-001	GEORGE HYOT BRASHEAR, AKA	INDIGO MINERALS LLC		6/29/2007	1237	553	F91055	LA	Lincoln
LA-RTN0173-002	MARJORIE LINDA BRASHEAR LOVE	INDIGO MINERALS LLC		6/27/2007	1237	555	F91056	LA	Lincoln
LA-RTN0174-000	ZENOBIA YOUNGER PERRY	INDIGO MINERALS LLC		7/9/2007	1237	563	F91060	LA	Lincoln
LA-RTN0175-000	JOHNNY WALTER HASSEN	INDIGO MINERALS LLC		7/25/2007	1237	566	F91061	LA	Lincoln
LA-RTN0176-001	NELDA CHRISTINE WILTCHER MARTIN, AKA	INDIGO MINERALS LLC		7/16/2007	1237	568	F91062	LA	Lincoln
LA-RTN0176-002	ROY THOMAS WILTCHER	INDIGO MINERALS LLC		7/16/2007	1237	570	F91063	LA	Lincoln
LA-RTN0177-000	RANDALL BRYAN GAY ET UX	INDIGO MINERALS LLC		7/6/2007	1237	574	F91065	LA	Lincoln
LA-RTN0178-000	JERRY WILLIS GRIFFIN ET UX	INDIGO MINERALS LLC		7/25/2007	1237	576	F91066	LA	Lincoln
LA-RTN0179-000	ARTHUR H MAY ET UX	INDIGO MINERALS LLC		8/9/2007	1237	578	F91067	LA	Lincoln
LA-RTN0180-000	MITCHELL DARNELL YOUNGER	INDIGO MINERALS LLC		7/22/2007	1237	583	F91069	LA	Lincoln
LA-RTN0181-000	LEVELL YOUNGER	INDIGO MINERALS LLC		7/19/2007	1237	585	F91070	LA	Lincoln
LA-RTN0182-000	MARY ETTA ROGERS ROANE	INDIGO MINERALS LLC		8/11/2007	1237	587	F91071	LA	Lincoln
LA-RTN0183-000	CHARLIE RAY HUDSON ET UX	INDIGO MINERALS LLC		8/7/2007	1237	590	F91072	LA	Lincoln
LA-RTN0184-000	THERESA LEWIS MOORE WYATT, AKA	INDIGO MINERALS LLC		8/6/2007	1237	593	F91073	LA	Lincoln
LA-RTN0185-001	JOE EDWARD MITCHAM SR ET UX	CARROLLTON RESOURCES CORPORATION		8/23/1996	979	105	87305	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					979	111	087306
LA-RTN0185-002	JOE EDWARD MITCHAM JR ET UX	CARROLLTON RESOURCES CORPORATION		8/23/1996	979	111	087306	LA	Lincoln
					979	117	087307
LA-RTN0186-001	BILLY JACK PRICE ET UX	CARROLLTON RESOURCES CORPORATION		8/23/1996	979	117	087307	LA	Lincoln
LA-RTN0186-002	VIRGINIA LOUISE WILDER PRICE ET VIR	CARROLLTON RESOURCES CORPORATION		8/23/1996	979	124	87308	LA	Lincoln
					979	131	087309
					979	131	087309
					979	131	087309
LA-RTN0186-003	ROBERT E WILDER JR	CARROLLTON RESOURCES CORPORATION		8/26/1996	979	131	087309	LA	Lincoln
					979	137	087310
					979	137	087310
					979	137	087310
LA-RTN0186-004	NANCY ELIZABETH MCLEAN EDWARDS ET VIR	CARROLLTON RESOURCES CORPORATION		8/26/1996	979	137	087310	LA	Lincoln
					979	142	087311
					979	137	087310
					979	137	087310
LA-RTN0186-005	ANNE WILDER MCLEAN HESS ET VIR	CARROLLTON RESOURCES CORPORATION		8/26/1996	979	137	087310	LA	Lincoln
					979	147	087312
					979	147	087312
					979	147	087312
LA-RTN0186-006	CHARLES EDWARD MCLEAN ET UX	CARROLLTON RESOURCES CORPORATION		9/4/1996	979	147	087312	LA	Lincoln
					979	152	087313
					979	152	087313
					979	152	087313
LA-RTN0186-007	STUART BOWDEN MCLEAN ET UX	CARROLLTON RESOURCES CORPORATION		9/4/1996	979	152	087313	LA	Lincoln
					979	157	087314
					979	157	087314
					979	157	087314
LA-RTN0186-008	SARAH AMANDA WILDER MCLEAN	CARROLLTON RESOURCES CORPORATION		8/26/1996	979	157	087314	LA	Lincoln
LA-RTN0186-009	MARBURY BUILDING CORPORATION	CARROLLTON RESOURCES CORPORATION		9/12/1996	979	164	87315	LA	Lincoln
LA-RTN0186-010	DELLA LYNN HUDSON BEARD ET VIR	CARROLLTON RESOURCES CORPORATION		9/17/1996	979	170	87316	LA	Lincoln
LA-RTN0186-011	RICHARD W HUDSON ET UX	CARROLLTON RESOURCES CORPORATION		9/17/1996	979	270	87340	LA	Lincoln
LA-RTN0186-012	RICHARD GREGORY HUDSON	CARROLLTON RESOURCES CORPORATION		9/19/1996	979	241	87333	LA	Lincoln
LA-RTN0186-013	JAMES ROBERT PRICE ET UX	CARROLLTON RESOURCES CORPORATION		11/19/1996	979	252	87336	LA	Lincoln
LA-RTN0186-014	GLENN ALLEN SCRIBER ET UX	CARROLLTON RESOURCES CORPORATION		11/23/1996	1026	106	4902	LA	Lincoln
LA-RTN0186-015	GLENN ALLEN SCRIBER ET UX	CARROLLTON RESOURCES CORPORATION		7/21/1998	1033	301	6825	LA	Lincoln
LA-RTN0186-016	CURTIS L TUBBS ET UX	CARROLLTON RESOURCES CORPORATION		7/17/1998	1033	331	6837	LA	Lincoln
LA-RTN0187-001	MICHAEL WAYNE GRAHAM	CARROLLTON RESOURCES CORPORATION		9/16/1996	979	179	87318	LA	Lincoln
LA-RTN0187-002	STEVEN CRAIG GRAHAM	CARROLLTON RESOURCES CORPORATION		10/14/1996	979	275	87341	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0187-003	LARRY KENT GRAHAM	CARROLLTON RESOURCES CORPORATION		10/14/1996	979	280	87342	LA	Lincoln
LA-RTN0188-000	LAVON ANDERSON ET VIR	CARROLLTON RESOURCES CORPORATION		9/26/1996	979	188	87320	LA	Lincoln
LA-RTN0189-000	MARGIE MAY LYONS	INDIGO MINERALS LLC		8/16/2007	1237	626	F91085	LA	Lincoln
LA-RTN0190-000	SEDONIA MAY GIVENS	INDIGO MINERALS LLC		8/16/2007	1237	629	F91086	LA	Lincoln
LA-RTN0191-000	VINSON LEE CRAWFORD ET UX	INDIGO MINERALS LLC		7/30/2007	1237	632	F91087	LA	Lincoln
LA-RTN0192-000	LINCOLN TOTAL COMMUNITY ACTION, INC	INDIGO MINERALS LLC		8/7/2007	1237	635	F91088	LA	Lincoln
LA-RTN0193-000	TIMOTHY L MOORE ET UX	INDIGO MINERALS LLC		7/26/2007	1237	639	F91089	LA	Lincoln
LA-RTN0194-000	VELTON BOWDEN, JR	INDIGO MINERALS LLC		8/13/2007	1237	642	F91090	LA	Lincoln
LA-RTN0195-000	DELORES MAY ELLIS	INIGO MINERALS LLC		8/16/2007	1237	645	F91091	LA	Lincoln
LA-RTN0196-000	DEBORAH SHELTON REED	INDIGO MINERALS LLC		8/23/2007	1237	675	F91101	LA	Lincoln
LA-RTN0197-000	JACKIE ADAMS	INDIGO MINERALS LLC		8/29/2007	1237	677	F91102	LA	Lincoln
LA-RTN0198-000	ELSIE SHELTON MALCOLM	INDIGO MINERALS LLC		8/16/2007	1237	680	F91103	LA	Lincoln
LA-RTN0199-000	ELSIE COSETTA MALCOLM	INDIGO MINERALS LLC		8/20/2007	1237	682	F91104	LA	Lincoln
LA-RTN0200-000	WILLIE R SHELTON, JR	INDIGO MINERALS LLC		8/16/2007	1237	684	F91105	LA	Lincoln
LA-RTN0201-000	JAMES THOMAS	INDIGO MINERALS LLC		9/7/2007	1237	714	F91117	LA	Lincoln
LA-RTN0202-000	CHARLIE B DUNN	INDIGO MINERALS LLC		9/7/2007	1237	716	F91118	LA	Lincoln
LA-RTN0203-000	JEWEL THOMAS	INDIGO MINERALS LLC		9/7/2007	1237	718	F91119	LA	Lincoln
LA-RTN0204-000	MILDRED MAY DOUGLAS	INDIGO MINERALS LLC		8/16/2007	1237	720	F91120	LA	Lincoln
LA-RTN0205-000	IRMA DUNN MOORE	INDIGO MINERALS LLC		9/17/2007	1237	735	F91127	LA	Lincoln
LA-RTN0206-000	BONNIE DUNN	INDIGO MINERALS LLC		9/17/2007	1237	737	F91128	LA	Lincoln
LA-RTN0207-000	WILLIAM PATRICK DUNN	INDIGO MINERALS LLC		9/17/2007	1237	739	F91129	LA	Lincoln
LA-RTN0208-000	RAY TORBOR	INDIGO MINERALS LLC		9/14/2007	1237	741	F91130	LA	Lincoln
LA-RTN0209-000	JAMES LEO DUNN ET UX	INDIGO MINERALS LLC		9/12/2007	1237	743	F91131	LA	Lincoln
LA-RTN0210-000	EARLINE BAKER MYLES	INDIGO MINERALS LLC		9/19/2007	1237	745	F91132	LA	Lincoln
LA-RTN0211-000	LINDA LANE NEWTON	INDIGO MINERALS LLC		9/14/2007	1237	747	F91133	LA	Lincoln
					1237	749	F91134
LA-RTN0212-000	MARY JANE ADAMS STEPHENSON	INDIGO MINERALS LLC		9/15/2007	1237	753	F91136	LA	Lincoln
LA-RTN0213-000	JOHN NICHOLS MURAD ET UX	INDIGO MINERALS LLC		9/12/2007	1237	755	F91138	LA	Lincoln
LA-RTN0214-000	JACQUELINE CARR FIGG	INDIGO MINERALS LLC		8/17/2007	1237	777	F91149	LA	Lincoln
					1237	780	F91150
LA-RTN0215-000	ANITA SHELTON FORD	INDIGO MINERALS LLC		9/7/2007	1237	780	F91150	LA	Lincoln
LA-RTN0216-000	KYLE SCOTT DAVENPORT	INDIGO MINERALS LLC		9/15/2007	1237	794	F91154	LA	Lincoln
LA-RTN0217-000	KYLE SCOTT DAVENPORT	INDIGO MINERALS LLC		9/15/2007	1237	797	F91155	LA	Lincoln
LA-RTN0218-000	DAVID WILLIAM CRAIG ET UX	INDIGO MINERALS LLC		7/16/2007	1237	800	F91156	LA	Lincoln
LA-RTN0219-000	ROBERT MARVIN ELLIS, JR ET UX	INDIGO MINERALS LLC		9/24/2007	1237	802	F91157	LA	Lincoln
LA-RTN0220-000	SANDRA ELLIS HOGG	INDIGO MINERALS LLC		9/24/2007	1237	804	F91158	LA	Lincoln
LA-RTN0221-000	SAMUEL F WHEAT ET UX	INDIGO MINERALS LLC		9/13/2007	1237	806	F91159	LA	Lincoln
LA-RTN0222-000	PEARLYNE BAKER FIELDS	INDIGO MINERALS LLC		9/19/2007	1237	838	F91171	LA	Lincoln
LA-RTN0223-000	GROVER L BROWN	INDIGO MINERALS LLC		10/3/2007	1238	21	F91195	LA	Lincoln
LA-RTN0224-000	DORIS C SMITH	INDIGO MINERALS LLC		10/2/2007	1238	25	F91197	LA	Lincoln
LA-RTN0225-000	EARL BAKER	INDIGO MINERALS LLC		9/19/2007	1238	29	F91199	LA	Lincoln
LA-RTN0226-000	BOBBY CHARLES COOPER ET UX	INDIGO MINERALS LLC		10/4/2007	1238	33	F91201	LA	Lincoln
LA-RTN0227-000	WILLIE JEAN WATTS SINGLETON	INDIGO MINERALS LLC		10/10/2007	1238	39	F91205	LA	Lincoln
LA-RTN0228-001	ODESSA HARRISON DUNN	INDIGO MINERALS LLC		8/20/2007	1237	597	F91075	LA	Lincoln
LA-RTN0228-002	CALDWELL DUNN	INDIGO MINERALS LLC		8/21/2007	1237	600	F91076	LA	Lincoln
LA-RTN0228-003	CAROLIN DUNN BOWMAN	INDIGO MINERALS LLC		8/21/2007	1237	603	F91077	LA	Lincoln
LA-RTN0228-004	BENJAMIN DUNN	INDIGO MINERALS LLC		8/21/2007	1237	606	F91078	LA	Lincoln
LA-RTN0228-005	AGNES DUNN SUDDS	INDIGO MINERALS LLC		8/21/2007	1237	609	F91079	LA	Lincoln
LA-RTN0228-006	DELLA RUTH DUNN POWELL	INDIGO MINERALS LLC		8/21/2007	1237	612	F91080	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0228-007	LOU ORIEL DUNN SMITH	INDIGO MINERALS LLC		8/21/2007	1237	615	F91081	LA	Lincoln
LA-RTN0228-008	JOHN ARTHUR DUNN	INDIGO MINERALS LLC		8/21/2007	1237	618	F91082	LA	Lincoln
LA-RTN0228-009	KEITH CONRAD DUNN	INDIGO MINERALS LLC		8/21/2007	1231	621	F91083	LA	Lincoln
LA-RTN0229-000	RICHARD J GALLOT	INDIGO MINERALS LLC		10/30/2007	1238	180	F91262	LA	Lincoln
LA-RTN0230-000	THOMAS PAUL WOODARD ET UX	INDIGO MINERALS LLC		10/8/2007	1238	145	F91248	LA	Lincoln
LA-RTN0231-000	HARRISON WILEY, JR	INDIGO MINERALS LLC		10/23/2007	1238	147	F91249	LA	Lincoln
LA-RTN0232-000	CLAUDE BRITTON III	INDIGO MINERALS LLC		10/16/2007	1238	149	F91250	LA	Lincoln
LA-RTN0233-000	SEDONIA MAY GIVENS ET AL	INDIGO MINERALS LLC		10/18/2007	1238	57	F91212	LA	Lincoln
					1238	60	F91213
					1238	63	F91214
					1238	64	F91215
					1238	65	F91216
LA-RTN0234-000	CHARLES E WOODARD	INDIGO MINERALS LLC		10/19/2007	1238	66	F91217	LA	Lincoln
					1238	35	F91202
					1238	37	F91203
LA-RTN0235-000	THELMA WATTS HAMMOCK	INDIGO MINERALS LLC		10/10/2007	1238	38	F91204	LA	Lincoln
LA-RTN0236-000	MATTHEW AYRES JAMES ET UX	INDIGO MINERALS LLC		10/11/2007	1238	42	F91206	LA	Lincoln
LA-RTN0237-001	JAMES EDWARD WILLIAMS	INDIGO MINERALS LLC		10/2/2007	1237	857	F91179	LA	Lincoln
LA-RTN0237-002	EARNEST LEE WILLIAMS	INDIGO MINERALS LLC		10/1/2007	1237	854	F91178	LA	Lincoln
LA-RTN0237-003	GEORGIA MAE FRANKLIN ROSE	INDIGO MINERALS LLC		9/14/2007	1237	860	F91180	LA	Lincoln
LA-RTN0237-004	ARTHUR LEE FRANKLIN	INDIGO MINERALS LLC		9/14/2007	1238	12	F91192	LA	Lincoln
LA-RTN0237-005	ELSIE WILLIAMS	INDIGO MINERALS LLC		10/9/2007	1238	15	F91193	LA	Lincoln
LA-RTN0237-006	PATRICIA ANN FRANKLIN	INDIGO MINERALS LLC		9/14/2007	1238	18	F91194	LA	Lincoln
LA-RTN0238-001	LEONARD MAYFIELD	INDIGO MINERALS LLC		8/27/2007	1237	648	F91092	LA	Lincoln
LA-RTN0238-002	JAMES EARL WILLIAMS	INDIGO MINERALS LLC		8/17/2007	1237	651	F91093	LA	Lincoln
LA-RTN0238-003	ETHEL MAE WARREN	INDIGO MINERALS LLC		8/29/2007	1237	654	F91094	LA	Lincoln
LA-RTN0238-004	CURTIS MAE HAULCY	INDIGO MINERALS LLC		8/20/2007	1237	657	F91095	LA	Lincoln
LA-RTN0238-005	DEIDRE BYRD	INDIGO MINERALS LLC		8/29/2007	1237	660	F91096	LA	Lincoln
LA-RTN0238-006	SHEILA WILLIAMS	INDIGO MINERALS LLC		9/17/2007	1237	663	F91097	LA	Lincoln
LA-RTN0238-007	FRIDAY WILLIAMS	INDIGO MINERALS LLC		9/17/2007	1237	666	F91098	LA	Lincoln
LA-RTN0238-008	JOHNATHAN WILLIAMS	INDIGO MINERALS LLC		9/17/2007	1237	669	F91099	LA	Lincoln
LA-RTN0238-009	CLIFFORD WILLIAMS	INDIGO MINERALS LLC		10/13/2007	1237	672	F91100	LA	Lincoln
LA-RTN0238-010	ROSIE ETTER CLINTON	INDIGO MINERALS LLC		10/29/2007	1241	779	F92818	LA	Lincoln
LA-RTN0238-011	CHARLOTTE S MALCOM ROUSE	INDIGO MINERALS LLC		4/1/2008	1250	653	F96364	LA	Lincoln
LA-RTN0238-012	BETSY MALCOLM DISHROOM REDMOND	INDIGO MINERALS LLC		4/1/2008	1250	657	F96365	LA	Lincoln
LA-RTN0238-013	GAYNA C MALCOLM PACKNETT	INDIGO MINERALS LLC		4/1/2008	1250	661	F96366	LA	Lincoln
LA-RTN0238-014	TYRONE L MALCOLM SR	INDIGO MINERALS LLC		4/1/2008	1250	665	F96367	LA	Lincoln
LA-RTN0238-015	MILDRED L ALLEN	INDIGO MINERALS LLC		4/1/2008	1250	669	F96368	LA	Lincoln
LA-RTN0238-016	ARTHUR L MALCOLM	INDIGO MINERALS LLC		4/1/2008	1250	673	F96369	LA	Lincoln
LA-RTN0238-017	ROY M MALCOLM	INDIGO MINERALS LLC		4/1/2008	1250	677	F96370	LA	Lincoln
LA-RTN0238-018	KOBI JAMES MALCOLM	INDIGO MINERALS LLC		4/1/2008	1251	581	F96838	LA	Lincoln
LA-RTN0238-019	JEANETTE JONES	INDIGO MINERALS LLC		10/24/2008	1262	434	F100510	LA	Lincoln
LA-RTN0238-020	WILLIE P SINGLETON	INDIGO MINERALS LLC		9/25/2008	1263	201	F100815	LA	Lincoln
LA-RTN0238-021	PATRICIA JONES COOK	INDIGO MINERALS LLC		10/24/2008	1263	204	F100816	LA	Lincoln
LA-RTN0238-022	CHRISTOPHER A WILLIAMS, IND & AIF	INDIGO MINERALS LLC		10/14/2011	1306	506	F120661	LA	Lincoln
LA-RTN0239-000	RUBY WOODARD SMITH	INDIGO MINERALS LLC		10/8/2007	1238	31	F91200	LA	Lincoln
LA-RTN0240-000	FAITH ANNE HURST	INDIGO MINERALS LLC		9/24/2007	1238	27	F91198	LA	Lincoln
LA-RTN0241-000	GREGGORY O MAY ET UX	INDIGO MINERALS LLC		10/24/2007	1238	167	F91256	LA	Lincoln
LA-RTN0242-000	CARNELL BROWN	INDIGO MINERALS LLC		10/15/2007	1238	195	F91269	LA	Lincoln
LA-RTN0243-000	P C PIERCE	INDIGO MINERALS LLC		11/5/2007	1238	203	F91273	LA	Lincoln
LA-RTN0244-000	MARY ETTA ROGERS ROANE	INDIGO MINERALS LLC		11/7/2007	1238	205	F91274	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST		County
LA-RTN0245-000	RICHARD C MAY ET UX	INDIGO MINERALS LLC		10/24/2007	1238	227	F91285		LA		Lincoln
LA-RTN0246-000	KENNETH O PORTIS ET UX	INDIGO MINERALS LLC		10/30/2007	1238	230	F91286		LA		Lincoln
LA-RTN0247-000	JOHN ALLEN HOLLAND ET UX	INDIGO MINERALS LLC		11/16/2007	1238	232	F91287		LA		Lincoln
LA-RTN0248-000	LOUISE HOUSTON HUDSON	INDIGO MINERALS LLC		11/16/2007	1238	234	F91288		LA		Lincoln
LA-RTN0249-001	CHARLES EDWARD WOODARD	INDIGO MINERALS LLC		10/19/2007	1238	67	F91218		LA		Lincoln
LA-RTN0249-002	THOMAS PAUL WOODARD	INDIGO MINERALS LLC		10/22/2007	1238	70	F91219		LA		Lincoln
LA-RTN0249-003	SUE WOODARD GRUNDY	INDIGO MINERALS LLC		10/25/2007	1238	73	F91220		LA		Lincoln
LA-RTN0249-004	MILDRED WOODARD LITTLETON	INDIGO MINERALS LLC		10/25/2007	1238	76	F91221		LA		Lincoln
LA-RTN0249-005	CARRIE WOODARD WILLIAMS	INDIGO MINERALS LLC		10/22/2007	1238	79	F91222		LA		Lincoln
LA-RTN0249-006	RUBY WOODARD SMITH	INDIGO MINERALS LLC		10/22/2007	1238	82	F91223		LA		Lincoln
LA-RTN0249-007	ELAINE WOODARD WILLIAMS	INDIGO MINERALS LLC		10/25/2007	1238	85	F91224		LA		Lincoln
LA-RTN0249-008	ALFONZO WOODARD	INDIGO MINERALS LLC		10/25/2007	1238	88	F91225		LA		Lincoln
LA-RTN0249-009	MILTON WOODARD	INDIGO MINERALS LLC		10/25/2007	1238	91	F91226		LA		Lincoln
LA-RTN0250-001	THE BROWNLAND CORPORATION	INDIGO MINERALS LLC		10/11/2007	1238	94	F91227		LA		Lincoln
LA-RTN0250-002	JOHN M ARMSTRONG, JR ET UX	INDIGO MINERALS LLC		10/11/2007	1238	98	F91228		LA		Lincoln
LA-RTN0250-003	PRISCILLA HEARD BOWMAN	INDIGO MINERALS LLC		10/11/2007	1238	101	F91229		LA		Lincoln
LA-RTN0250-004	CARRIE LEE HEARD LINK	INDIGO MINERALS LLC		10/11/2007	1238	104	F91230		LA		Lincoln
LA-RTN0250-005	MARY ELEANOR HARRIS TEMPLE	INDIGO MINERALS LLC		10/11/2007	1238	107	F91231		LA		Lincoln
LA-RTN0250-006	MELANIE CARSON HARRIS ZACHRY	INDIGO MINERALS LLC		10/11/2007	1238	110	F91232		LA		Lincoln
LA-RTN0250-007	ELEANOR HARRIS BROWN	INDIGO MINERALS LLC		10/11/2007	1238	113	F91233		LA		Lincoln
LA-RTN0250-008	JOHN C MORRIS III	INDIGO MINERALS LLC		6/4/2009	1274	372	F105806		LA		Lincoln
LA-RTN0250-009	RAYMOND H MORRIS	INDIGO MINERALS LLC		6/4/2009	1274	361	F105802		LA		Lincoln
LA-RTN0250-010	RICHARD A MORRIS	INDIGO MINERALS LLC		6/4/2009	1274	355	F105800		LA		Lincoln
LA-RTN0250-011	MARY ALICE HEARD TESTAMENTARY TRUST	INDIGO MINERALS LLC		6/4/2009	1274	358	F105801		LA		Lincoln
LA-RTN0251-001	DOROTHY MAE HEARD TORBOR	INDIGO MINERALS LLC		9/11/2007	1237	757	F91139		LA		Lincoln
LA-RTN0251-002	ROBERT HEARD	INDIGO MINERALS LLC		9/13/2007	1237	761	F91141		LA		Lincoln
LA-RTN0251-003	NUCARUI HEARD	INDIGO MINERALS LLC		9/12/2007	1237	763	F91142		LA		Lincoln
LA-RTN0251-004	MARY HEARD SCOTT	INDIGO MINERALS LLC		9/18/2007	1237	765	F91143		LA		Lincoln
LA-RTN0251-005	PRINCESS MARIE DAVIS	INDIGO MINERALS LLC		9/14/2007	1237	767	F91144		LA		Lincoln
LA-RTN0251-006	MARY RUTH HEARD GULLATT	INDIGO MINERALS LLC		9/24/2007	1237	769	F91145		LA		Lincoln
LA-RTN0251-007	WILLIE DEAN HEARD	INDIGO MINERALS LLC		9/10/2007	1237	771	F91146		LA		Lincoln
LA-RTN0251-008	SEDONIA KIDD	INDIGO MINERALS LLC		10/8/2007	1237	773	F91147		LA		Lincoln
LA-RTN0251-009	HENRIETTA WALKER	INDIGO MINERALS LLC		9/24/2007	1237	775	F91148		LA		Lincoln
LA-RTN0251-010	JAMES HEARD	INDIGO MINERALS LLC		6/17/2008	1264	606	F101372		LA		Lincoln
LA-RTN0252-001	JACKIE ADAMS & BOBBIE J ADAMS	INDIGO MINERALS LLC		10/18/2007	1238	48	F91209		LA		Lincoln
LA-RTN0252-002	THERESA ADAMS	INDIGO MINERALS LLC		11/1/2007	1238	51	F91210		LA		Lincoln
LA-RTN0252-003	SANDRA ADAMS WILSON	INDIGO MINERALS LLC		11/1/2007	1238	54	F91211		LA		Lincoln
LA-RTN0253-001	MONICA WOODARD	INDIGO MINERALS LLC		10/23/2007	1238	137	F91244		LA		Lincoln
LA-RTN0253-002	RONNIE WOODARD	INDIGO MINERALS LLC		10/23/2007	1238	139	F91245		LA		Lincoln
LA-RTN0253-003	ANTHONY WOODARD	INDIGO MINERALS LLC		10/23/2007	1238	141	F91246		LA		Lincoln
LA-RTN0253-004	MARVIN WOODARD	INDIGO MINERALS LLC		10/23/2007	1238	143	F91247		LA		Lincoln
LA-RTN0254-001	MILDRED HENDERSON	INDIGO MINERALS LLC		10/16/2007	1238	170	F91257		LA		Lincoln
LA-RTN0254-002	GLORIA OSBORNE	INDIGO MINERALS LLC		11/1/2007	1238	172	F91258		LA		Lincoln
LA-RTN0255-001	SHIRLEY ANN HALL WHITE	INDIGO MINERALS LLC		10/12/2007	1238	174	F91259		LA		Lincoln
LA-RTN0255-002	ESTHER MAE HALL MUMFORD	INDIGO MINERALS LLC		10/11/2007	1238	176	F91260		LA		Lincoln
LA-RTN0255-003	DEBRA SAPP	INDIGO MINERALS LLC		10/15/2007	1238	178	F91261		LA		Lincoln
LA-RTN0256-001	FRED GOREE	INDIGO MINERALS LLC		10/24/2007	1238	223	F91283		LA		Lincoln
LA-RTN0256-002	JEAN MARIE GOREE BOWMAN	INDIGO MINERALS LLC		10/24/2007	1238	225	F91284		LA		Lincoln
LA-RTN0257-001	JAMES H ROLAND	INDIGO MINERALS LLC		10/17/2007	1238	182	F91263		LA		Lincoln
LA-RTN0257-002	MELLIE BELL ROLLING LYONS	INDIGO MINERALS LLC		11/15/2007	1238	185	F91264		LA		Lincoln
LA-RTN0257-003	CHERYL WAGNER STANDIFER	INDIGO MINERALS LLC		11/15/2007	1238	188	F91265		LA		Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST		County
LA-RTN0257-004	EMMIE JEAN ROLAND	INDIGO MINERALS LLC		11/16/2007	1238	190	F91266		LA		Lincoln
LA-RTN0257-005	AUDREY WAGNER ROSS	INDIGO MINERALS LLC		11/16/2007	1247	111	F94818		LA		Lincoln
LA-RTN0257-006	GALA WAGNER	INDIGO MINERALS LLC		3/3/2008	1247	113	F94819		LA		Lincoln
LA-RTN0258-001	JACKIE ADAMS	INDIGO MINERALS LLC		8/29/2007	1237	690	F91108		LA		Lincoln
LA-RTN0258-002	BOBBIE J ADAMS	INDIGO MINERALS LLC		8/29/2007	1237	693	F91109		LA		Lincoln
LA-RTN0258-003	SANDRA ADAMS WILSON	INDIGO MINERALS LLC		8/29/2007	1237	696	F91110		LA		Lincoln
LA-RTN0258-004	THERESA ADAMS	INDIGO MINERALS LLC		8/29/2007	1237	699	F91111		LA		Lincoln
LA-RTN0259-001	MELLIE BELL ROLLING LYONS	INDIGO MINERALS LLC		11/15/2007	1238	213	F91278		LA		Lincoln
LA-RTN0259-002	CHERYL WAGNER STANDIFER	INDIGO MINERALS LLC		11/15/2007	1238	215	F91279		LA		Lincoln
LA-RTN0259-003	HURIE TOLSTON	INDIGO MINERALS LLC		11/15/2007	1238	217	F91280		LA		Lincoln
LA-RTN0259-004	EMMIE JEAN ROLAND	INDIGO MINERALS LLC		11/16/2007	1238	219	F91281		LA		Lincoln
LA-RTN0259-005	AUDREY WAGNER ROSS	INDIGO MINERALS LLC		11/16/2007	1247	127	F94826		LA		Lincoln
LA-RTN0259-006	GALA WAGNER	INDIGO MINERALS LLC		3/3/2008	1247	130	F94827		LA		Lincoln
LA-RTN0260-001	BOBBIE RAY BRITTON	INDIGO MINERALS LLC		9/19/2007	1237	808	F91160		LA		Lincoln
LA-RTN0260-002	JAMES EARL WILLIAMS	INDIGO MINERALS LLC		9/19/2007	1237	811	F91161		LA		Lincoln
LA-RTN0260-003	JACKIE LAMAR BRITTON	INDIGO MINERALS LLC		9/19/2007	1237	815	F91162		LA		Lincoln
LA-RTN0260-004	CLAUDE BRITTON III	INDIGO MINERALS LLC		9/19/2007	1237	818	F91163		LA		Lincoln
LA-RTN0261-001	STERLING LEWIS	INDIGO MINERALS LLC		9/13/2007	1237	829	F91168		LA		Lincoln
LA-RTN0261-002	JOE LEWIS	INDIGO MINERALS LLC		10/3/2007	1237	832	F91169		LA		Lincoln
LA-RTN0261-003	HATTIE LEWIS WILLIAMS	INDIGO MINERALS LLC		10/3/2007	1237	835	F91170		LA		Lincoln
LA-RTN0261-004	JUANITA LEWIS	INDIGO MINERALS LLC		10/3/2007	1241	779	F92819		LA		Lincoln
LA-RTN0261-005	EMMA JEAN ROLLING	INDIGO MINERALS LLC		1/22/2008	1241	782	F92820		LA		Lincoln
LA-RTN0261-006	DANNY LEWIS	INDIGO MINERALS LLC		10/3/2007	1241	785	F92821		LA		Lincoln
LA-RTN0261-007	ROSE M DIAL	INDIGO MINERALS LLC		1/22/2008	1241	788	F92822		LA		Lincoln
LA-RTN0261-008	GAIL LEWIS	INDIGO MINERALS LLC		1/23/2008	1241	791	F92823		LA		Lincoln
LA-RTN0261-009	BOBBY COOPER	INDIGO MINERALS LLC		10/3/2007	1241	794	F92824		LA		Lincoln
LA-RTN0261-010	EDWARD LEWIS	INDIGO MINERALS LLC		1/24/2008	1244	608	F93941		LA		Lincoln
LA-RTN0261-011	CAROLYN MAXINE LEWIS	INDIGO MINERALS LLC		1/24/2008	1244	611	F93942		LA		Lincoln
LA-RTN0261-012	JERRY LEWIS	INDIGO MINERALS LLC		8/11/2008	1264	166	F101170		LA		Lincoln
LA-RTN0262-001	FRIDAY WILLIAMS	INDIGO MINERALS LLC		9/17/2007	1237	844	F91173		LA		Lincoln
LA-RTN0262-002	SHEILA WILLIAMS	INDIGO MINERALS LLC		9/17/2007	1237	846	F91174		LA		Lincoln
LA-RTN0262-003	JOHNATHAN WILLIAMS	INDIGO MINERALS LLC		9/17/2007	1237	848	F91175		LA		Lincoln
LA-RTN0262-004	PEARL C MILLER WILLIAMS	INDIGO MINERALS LLC		10/13/2007	1237	850	F91176		LA		Lincoln
LA-RTN0262-005	CLIFFORD WILLIAMS	INDIGO MINERALS LLC		10/13/2007	1237	852	F91177		LA		Lincoln
LA-RTN0262-006	CHRISTOPHER A WILLIAMS	INDIGO MINERALS LLC		8/3/2011	1304	371	F119652		LA		Lincoln
LA-RTN0263-001	CALDWELL DUNN ET UX	INDIGO MINERALS LLC		10/17/2007	1238	44	F91207		LA		Lincoln
LA-RTN0263-002	BENJAMIN DUNN ET UX	INDIGO MINERALS LLC		10/17/2007	1238	46	F91208		LA		Lincoln
LA-RTN0264-001	MARY ANN HUDSON MALCOLM	INDIGO MINERALS LLC		8/14/2007	1237	702	F91112		LA		Lincoln
LA-RTN0264-002	MARLONDA KENISE MALCOLM	INDIGO MINERALS LLC		8/14/2007	1237	705	F91113		LA		Lincoln
LA-RTN0265-001	CASCILE WOODARD WILDER, REPRESENTED	INDIGO MINERALS LLC		9/26/2007	1237	821	F91164		LA		Lincoln
LA-RTN0265-002	RICHARD DORSEY	INDIGO MINERALS LLC		6/24/2007	1237	823	F91165		LA		Lincoln
LA-RTN0265-003	REGINA WILDER	INDIGO MINERALS LLC		9/24/2007	1237	825	F91166		LA		Lincoln
LA-RTN0265-004	DELESHA WILDER POUNCY	INDIGO MINERALS LLC		10/4/2007	1237	827	F91167		LA		Lincoln
LA-RTN0265-005	NIKIA WILDER	INDIGO MINERALS LLC		5/21/2009	1278	404	F107854		LA		Lincoln
LA-RTN0266-001	FREDERICK ADAMS	INDIGO MINERALS LLC		10/3/2007	1238	116	F91234		LA		Lincoln
LA-RTN0266-002	WILLIAM E ADAMS	INDIGO MINERALS LLC		10/3/2007	1238	119	F91235		LA		Lincoln
LA-RTN0266-003	JESSIEL ADAMS EVANS	INDIGO MINERALS LLC		10/3/2007	1238	122	F91236		LA		Lincoln
LA-RTN0266-004	JOSEPH ADAMS	INDIGO MINERALS LLC		10/3/2007	1238	125	F91237		LA		Lincoln
LA-RTN0266-005	VIRGIA LEE ADAMS MOORE	INDIGO MINERALS LLC		10/3/2007	1238	128	F91238		LA		Lincoln
LA-RTN0266-006	SHARON ADAMS	INDIGO MINERALS LLC		2/21/2008	1244	615	F93943		LA		Lincoln
LA-RTN0266-007	CRAIG ADAMS	INDIGO MINERALS LLC		2/22/2008	1244	617	F93944		LA		Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST		County
LA-RTN0266-008	JOHN ADAMS	INDIGO MINERALS LLC		2/27/2008	1247	108	F94817		LA		Lincoln
LA-RTN0266-009	GRAYLEN ADAMS	INDIGO MINERALS LLC		2/21/2008	1247	105	F94816		LA		Lincoln
LA-RTN0267-001	WILLIE R SHELTON JR	INDIGO MINERALS LLC		8/16/2007	1237	688	F91107		LA		Lincoln
LA-RTN0267-002	ELSIE SHELTON MALCOLM	INDIGO MINERALS LLC		8/16/2007	1237	686	F91106		LA		Lincoln
LA-RTN0268-001	PHILIP D MAY, JR	INDIGO MINERALS LLC		10/24/2007	1238	152	F91251		LA		Lincoln
LA-RTN0268-002	GREGGORY O MAY	INDIGO MINERALS LLC		10/24/2007	1238	155	F91252		LA		Lincoln
LA-RTN0268-003	MILTON L MAY	INDIGO MINERALS LLC		10/24/2007	1238	158	F91253		LA		Lincoln
LA-RTN0268-004	GUSSIE L MAY	INDIGO MINERALS LLC		10/24/2007	1238	161	F91254		LA		Lincoln
LA-RTN0268-005	RICHARD C MAY	INDIGO MINERALS LLC		10/24/2007	1238	164	F91255		LA		Lincoln
LA-RTN0269-001	JOYCE AUGUSTINE ELMORE	INDIGO MINERALS LLC		9/4/2007	1237	723	F91121		LA		Lincoln
LA-RTN0269-002	EMILE MORRIS AUGUSTINE	INDIGO MINERALS LLC		9/6/2007	1237	725	F91122		LA		Lincoln
LA-RTN0269-003	JACQUELINE AUGUSTINE FOSTER	INDIGO MINERALS LLC		9/4/2007	1237	727	F91123		LA		Lincoln
LA-RTN0269-004	DONARDO AUGUSTINE	INDIGO MINERALS LLC		9/6/2007	1237	729	F91124		LA		Lincoln
LA-RTN0269-005	BARON RICHARD AUGUSTINE	INDIGO MINERALS LLC		9/6/2007	1237	731	F91125		LA		Lincoln
LA-RTN0269-006	JUDITH L DUREN	INDIGO MINERALS LLC		10/30/2007	1237	733	F91126		LA		Lincoln
LA-RTN0270-001	JAMES EARL WILLIAMS ET UX	INDIGO MINERALS LLC		9/19/2007	1237	840	F91172		LA		Lincoln
LA-RTN0270-002	MICHAEL FORD	INDIGO MINERALS LLC		11/26/2007	1258	18	F98795		LA		Lincoln
LA-RTN0270-003	DARRYL FORD	INDIGO MINERALS LLC		6/24/2008	1262	438	F100512		LA		Lincoln
LA-RTN0271-001	MILTON CANDLER	INDIGO MINERALS LLC		10/2/2007	1238	23	F91196		LA		Lincoln
					1238	192	F91267
LA-RTN0272-001	WILLIE BELL SIMPSON JACKSON	INDIGO MINERALS LLC		11/2/2007	1238	194	F91268		LA		Lincoln
LA-RTN0272-002	EDNA BERNADENE JACKSON CARTER	INDIGO MINERALS LLC		12/7/2007	1241	797	F92825		LA		Lincoln
LA-RTN0272-003	OPAL WILLIAMS	INDIGO MINERALS LLC		11/7/2007	1241	799	F92826		LA		Lincoln
LA-RTN0272-004	RUDOLPH FELTON JACKSON	INDIGO MINERALS LLC		11/13/2007	1241	801	F92827		LA		Lincoln
LA-RTN0272-005	ALTON ROANE	INDIGO MINERALS LLC		12/12/2007	1241	803	F92828		LA		Lincoln
LA-RTN0272-006	RODNEY JACKSON	INDIGO MINERALS LLC		1/10/2008	1241	805	F92829		LA		Lincoln
LA-RTN0272-007	JERRELL SCOTT	INDIGO MINERALS LLC		1/15/2008	1241	807	F92830		LA		Lincoln
LA-RTN0272-008	RECIO JACKSON	INDIGO MINERALS LLC		1/4/2008	1241	809	F92831		LA		Lincoln
LA-RTN0272-009	HOWARD JACKSON	INDIGO MINERALS LLC		3/5/2008	1244	619	F93945		LA		Lincoln
LA-RTN0272-010	WILLIE GENE SCOTT	INDIGO MINERALS LLC		3/5/2008	1244	621	F93946		LA		Lincoln
LA-RTN0272-011	WILLIE JAMES SCOTT	INDIGO MINERALS LLC		3/5/2008	1244	623	F93947		LA		Lincoln
LA-RTN0272-012	CEDRICK S JACKSON	INDIGO MINERALS LLC		3/6/2008	1244	625	F93948		LA		Lincoln
LA-RTN0272-013	EVELYN JACKSON DEVINE	INDIGO MINERALS LLC		3/4/2008	1244	627	F93949		LA		Lincoln
LA-RTN0272-014	PATRICK M JOHNSON	INDIGO MINERALS LLC		1/31/2008	1244	629	F93950		LA		Lincoln
LA-RTN0272-015	TRACY L RICHARDSON	INDIGO MINERALS LLC		3/4/2008	1247	115	F94820		LA		Lincoln
LA-RTN0272-016	LYDIA S JACKSON	INDIGO MINERALS LLC		3/6/2008	1247	117	F94821		LA		Lincoln
LA-RTN0272-017	CLAUDE JACKSON	INDIGO MINERALS LLC		1/22/2008	1247	121	F94823		LA		Lincoln
LA-RTN0272-018	SHADONNA OLUGU	INDIGO MINERALS LLC		1/31/2008	1247	119	F94822		LA		Lincoln
LA-RTN0272-019	HAROLD EDWARD JACKSON	INDIGO MINERALS LLC		3/5/2008	1247	123	F94824		LA		Lincoln
LA-RTN0272-020	PHYLLIS J SMOOTS	INDIGO MINERALS LLC		3/4/2008	1247	125	F94825		LA		Lincoln
LA-RTN0272-021	STEVE JACKSON	INDIGO MINERALS LLC		3/10/2008	1252	216	F97115		LA		Lincoln
LA-RTN0272-022	CHRISTOPHER JACKSON	INDIGO MINERALS LLC		6/10/2008	1262	436	F100511		LA		Lincoln
LA-RTN0272-023	KATHY JACKSON ROSS	INDIGO MINERALS LLC		3/4/2008	1244	639	F93955		LA		Lincoln
LA-RTN0272-024	MARGE ALANA ADAMS	INDIGO MINERALS LLC		9/2/2009	1278	398	F107852		LA		Lincoln
LA-RTN0272-025	NORMAN O JACKSON JR	INDIGO MINERALS LLC		8/31/2009	1278	415	F107858		LA		Lincoln
LA-RTN0272-026	BRENDA ANN JACKSON	INDIGO MINERALS LLC		8/31/2009	1279	681	F108500		LA		Lincoln
LA-RTN0272-027	MAURICE DARVEZ JACKSON	INDIGO MINERALS LLC		10/12/2009	1279	690	F108503		LA		Lincoln
LA-RTN0273-001	JAMES C RICHARD	INDIGO MINERALS LLC		11/7/2007	1238	197	F91270		LA		Lincoln
LA-RTN0273-002	LAMAR RICHARD	INDIGO MINERALS LLC		11/7/2007	1241	811	F92832		LA		Lincoln
LA-RTN0273-003	THOMAS G RICHARD	INDIGO MINERALS LLC		11/12/2007	1241	813	F92833		LA		Lincoln
LA-RTN0273-004	PAMELA MADISON	INDIGO MINERALS LLC		11/7/2007	1241	815	F92834		LA		Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST		County
LA-RTN0273-005	JAMES R RICHARD	INDIGO MINERALS LLC		11/26/2007	1244	631	F93951		LA		Lincoln
LA-RTN0274-001	JAMES C RICHARD	INDIGO MINERALS LLC		11/7/2007	1238	199	F91271		LA		Lincoln
LA-RTN0274-002	LAMAR RICHARD	INDIGO MINERALS LLC		11/7/2007	1241	817	F92835		LA		Lincoln
LA-RTN0274-003	PAMELA MADISON	INDIGO MINERALS LLC		11/7/2007	1241	819	F92836		LA		Lincoln
LA-RTN0274-004	THOMAS G RICHARD	INDIGO MINERALS LLC		11/12/2007	1241	821	F92837		LA		Lincoln
LA-RTN0274-005	JAMES R RICHARD	INDIGO MINERALS LLC		11/26/2007	1241	823	F92838		LA		Lincoln
LA-RTN0275-001	EARNEST JEAN NELSON	INDIGO MINERALS LLC		11/5/2007	1238	201	F91272		LA		Lincoln
LA-RTN0275-002	KATTYE L GILES	INDIGO MINERALS LLC		11/5/2007	1241	825	F92839		LA		Lincoln
LA-RTN0275-003	VERNICE GILES	INDIGO MINERALS LLC		11/5/2007	1241	828	F92840		LA		Lincoln
LA-RTN0276-001	HURIE TOLSTON	INDIGO MINERALS LLC		11/15/2007	1238	221	F91282		LA		Lincoln
LA-RTN0277-000	CARRIE WOODARD WILLIAMS	INDIGO MINERALS LLC		10/22/2007	1238	131	F91239		LA		Lincoln
LA-RTN0278-000	IDELL MOORE SHELTON ET AL	INDIGO MINERALS LLC		11/7/2007	1238	208	F91275		LA		Lincoln
LA-RTN0279-001	REYNELL FORD WILLIAMS	INDIGO MINERALS LLC		11/8/2007	1241	830	F92841		LA		Lincoln
LA-RTN0279-002	MAVIS DENIA FORD PERRY HOOF	INDIGO MINERALS LLC		11/24/2007	1238	256	F91293		LA		Lincoln
LA-RTN0279-003	RONALD FORD	INDIGO MINERALS LLC		6/24/2008	1256	54	F98283		LA		Lincoln
LA-RTN0280-000	ANGELA RENAE HOUSTON	INDIGO MINERALS LLC		9/25/2007	1241	832	F92842		LA		Lincoln
LA-RTN0281-001	LENARD GAULDEN	INDIGO MINERALS LLC		11/19/2007	1238	258	F91294		LA		Lincoln
LA-RTN0281-002	FELECIA VANLANDINGHAM	INDIGO MINERALS LLC		11/14/2007	1238	261	F91295		LA		Lincoln
LA-RTN0282-001	PATRICIA MAY	INDIGO MINERALS LLC		11/30/2007	1238	264	F91296		LA		Lincoln
LA-RTN0282-002	DEBORAH JENKINS	INDIGO MINERALS LLC		11/30/2007	1238	266	F91297		LA		Lincoln
LA-RTN0282-003	JERRY BROWN	INDIGO MINERALS LLC		12/4/2007	1238	268	F91298		LA		Lincoln
LA-RTN0282-004	LORRAINE LEWIS	INDIGO MINERALS LLC		12/4/2007	1241	834	F92843		LA		Lincoln
LA-RTN0282-005	DARLENE WALLACE	INDIGO MINERALS LLC		11/30/2007	1241	836	F92844		LA		Lincoln
LA-RTN0282-006	JESSE BROWN	INDIGO MINERALS LLC		12/3/2007	1244	633	F93952		LA		Lincoln
LA-RTN0282-007	HENRY L BROWN	INDIGO MINERALS LLC		12/11/2007	1248	665	F95356		LA		Lincoln
LA-RTN0282-008	WILLARD BROWN JR	INDIGO MINERALS LLC		11/23/2009	1281	605	F109317		LA		Lincoln
LA-RTN0283-001	EDWARD T FOX JR	INDIGO MINERALS LLC		12/5/2007	1238	270	F91299		LA		Lincoln
LA-RTN0284-001	OTHA RAY BURKS, JR	INDIGO MINERALS LLC		11/28/2007	1238	272	F91300		LA		Lincoln
LA-RTN0285-001	CHARLES H OWENS	INDIGO MINERALS LLC		12/3/2007	1238	274	F91301		LA		Lincoln
LA-RTN0285-002	REGINALD OWENS	INDIGO MINERALS LLC		12/3/2007	1238	277	F91302		LA		Lincoln
LA-RTN0285-003	VERONICA OWENS	INDIGO MINERALS LLC		11/30/2007	1238	280	F91303		LA		Lincoln
LA-RTN0285-004	LANA SIMPSON	INDIGO MINERALS LLC		11/30/2007	1238	283	F91304		LA		Lincoln
LA-RTN0285-005	PREVIA OWENS	INDIGO MINERALS LLC		11/30/2007	1241	838	F92845		LA		Lincoln
LA-RTN0285-006	DON OWENS	INDIGO MINERALS LLC		11/30/2007	1241	841	F92846		LA		Lincoln
LA-RTN0286-000	BEVERLY FAYE SHERMAN ARCHIE	INDIGO MINERALS LLC		8/16/2007	1241	844	F92847		LA		Lincoln
LA-RTN0287-000	CATHERINE LEE HASSEN BOWDEN	INDIGO MINERALS LLC		10/3/2007	1241	847	F92848		LA		Lincoln
LA-RTN0288-001	ROBERT EARL CANNON	INDIGO MINERALS LLC		12/11/2007	1241	850	F92849		LA		Lincoln
LA-RTN0288-002	CHARLES GARR JR	INDIGO MINERALS LLC		12/4/2007	1242	1	F92850		LA		Lincoln
LA-RTN0288-003	KENNETH GARR	INDIGO MINERALS LLC		12/4/2007	1242	3	F92851		LA		Lincoln
LA-RTN0288-004	KIMBERLY GARR	INDIGO MINERALS LLC		12/4/2007	1242	5	F92852		LA		Lincoln
LA-RTN0288-005	EDWARD CANNON	INDIGO MINERALS LLC		12/14/2007	1260	25	F99501		LA		Lincoln
LA-RTN0288-006	HENRY EARL GARR	INDIGO MINERALS LLC		10/28/2008	1263	598	F100983		LA		Lincoln
LA-RTN0289-000	JESSIE JENKINS	INDIGO MINERALS LLC		12/18/2007	1242	7	F92853		LA		Lincoln
					1242	009	F92854
					1242	009	F92854
LA-RTN0290-000	WAFER CREEK RANCH LLC	INDIGO MINERALS LLC		12/10/2007	1242	009	F92854		LA		Lincoln
LA-RTN0291-000	ABIGAIL ELAINE ARMSTRONG	INDIGO MINERALS LLC		12/10/2007	1242	12	F92855		LA		Lincoln
LA-RTN0292-001	CHARLES GARR JR	INDIGO MINERALS LLC		12/4/2007	1242	15	F92856		LA		Lincoln
LA-RTN0292-002	KIMBERLY GARR	INDIGO MINERALS LLC		12/4/2007	1242	17	F92857		LA		Lincoln
LA-RTN0292-003	KENNETH GARR	INDIGO MINERALS LLC		12/4/2007	1242	19	F92858		LA		Lincoln
LA-RTN0292-004	HENRY EARL GARR	INDIGO MINERALS LLC		10/28/2008	1263	596	F100984		LA		Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0293-000	TERRY P CHEEKS ET UX	INDIGO MINERALS LLC		8/29/2007	1242	21	F92859	LA	Lincoln
LA-RTN0294-001	HOWARD JACKSON	INDIGO MINERALS LLC		1/7/2008	1242	23	F92860	LA	Lincoln
LA-RTN0294-002	HAROLD JACKSON	INDIGO MINERALS LLC		1/7/2008	1242	25	F92861	LA	Lincoln
LA-RTN0294-003	WILLIE JAMES SCOTT	INDIGO MINERALS LLC		1/7/2008	1242	27	F92862	LA	Lincoln
LA-RTN0294-004	WILLIE GENE SCOTT	INDIGO MINERALS LLC		1/7/2008	1242	29	F92863	LA	Lincoln
LA-RTN0294-005	JERRELL SCOTT	INDIGO MINERALS LLC		1/7/2008	1242	31	F92864	LA	Lincoln
LA-RTN0294-006	EVELYN JACKSON DEVINE	INDIGO MINERALS LLC		1/7/2008	1242	33	F92865	LA	Lincoln
LA-RTN0294-007	RODNEY JACKSON	INDIGO MINERALS LLC		1/7/2008	1242	35	F92866	LA	Lincoln
LA-RTN0294-008	TRACY L RICHARDSON	INDIGO MINERALS LLC		1/7/2008	1244	635	F93953	LA	Lincoln
LA-RTN0294-009	CEDRICK S JACKSON	INDIGO MINERALS LLC		3/6/2008	1244	637	F93954	LA	Lincoln
LA-RTN0294-010	KATHY JACKSON ROSS	INDIGO MINERALS LLC		3/4/2008	1271	499	F104438	LA	Lincoln
LA-RTN0294-011	LYDIA S JACKSON	INDIGO MINERALS LLC		3/6/2008	1247	132	F94828	LA	Lincoln
LA-RTN0294-012	SHADONNA OLUGU	INDIGO MINERALS LLC		1/7/2008	1247	134	F94829	LA	Lincoln
LA-RTN0294-013	PHYLLIS J SMOOTS	INDIGO MINERALS LLC		3/4/2008	1247	136	F94830	LA	Lincoln
LA-RTN0294-014	RECIO JACKSON	INDIGO MINERALS LLC		4/16/2008	1250	681	F96371	LA	Lincoln
LA-RTN0294-015	STEVE JACKSON	INDIGO MINERALS LLC		7/7/2008	1252	218	F97116	LA	Lincoln
LA-RTN0294-016	CLAUDE F JACKSON	INDIGO MINERALS LLC		3/10/2008	1256	71	F98289	LA	Lincoln
LA-RTN0295-001	RODNEY JACKSON	INDIGO MINERALS LLC		1/10/2008	1242	37	F92867	LA	Lincoln
LA-RTN0295-002	RECIO JACKSON	INDIGO MINERALS LLC		1/4/2008	1242	39	F92868	LA	Lincoln
LA-RTN0296-000	LEON SMITH ET UX	INDIGO MINERALS LLC		1/16/2008	1242	41	F92869	LA	Lincoln
LA-RTN0297-001	LEON SMITH ET UX	INDIGO MINERALS LLC		1/16/2008	1242	45	F92870	LA	Lincoln
LA-RTN0297-002	JOHN D BARABIN JR	INDIGO MINERALS LLC		1/16/2008	1242	49	F92871	LA	Lincoln
LA-RTN0298-001	KATHIE G ANDERSON	INDIGO MINERALS LLC		1/23/2008	1242	53	F92872	LA	Lincoln
LA-RTN0298-002	JENNIFER B HENDERSON	INDIGO MINERALS LLC		1/23/2008	1242	57	F92873	LA	Lincoln
LA-RTN0298-003	ROSALIND HENDERSON HARRIS	INDIGO MINERALS LLC		1/23/2008	1242	61	F92874	LA	Lincoln
LA-RTN0299-001	DENNIS DAVID OBANION	INDIGO MINERALS LLC		1/30/2008	1242	71	F92877	LA	Lincoln
LA-RTN0299-002	NELWYN ANN OBANION BIRCH	INDIGO MINERALS LLC		10/26/2007	1242	74	F92878	LA	Lincoln
LA-RTN0300-000	ALBERT GROVER GRAHAM ET UX	INDIGO MINERALS LLC		1/28/2008	1242	79	F92880	LA	Lincoln
					1242	81	F92881
					1242	81	F92881
LA-RTN0301-000	ALBERT GROVER GRAHAM ET AL	INDIGO MINERALS LLC		1/28/2008	1242	81	F92881	LA	Lincoln
LA-RTN0302-001	VANESSA KING	INDIGO MINERALS LLC		1/17/2008	1242	77	F92879	LA	Lincoln
LA-RTN0302-002	LARRY FORD	INDIGO MINERALS LLC		1/17/2008	1244	641	F93956	LA	Lincoln
LA-RTN0303-000	LOUIS C FORD	BETA LAND SERVICES LLC		8/11/2006	1222	359	F84858	LA	Lincoln
LA-RTN0304-000	EDDIE JOE NELSON	BETA LAND SERVICES LLC		6/16/2006	1222	362	F84859	LA	Lincoln
LA-RTN0305-000	WILLIS REED ET UX	BETA LAND SERVICES LLC		8/18/2006	1222	397	F84870	LA	Lincoln
LA-RTN0306-001	RENNETH Y REED	BETA LAND SERVICES LLC		8/23/2006	1222	435	F84882	LA	Lincoln
LA-RTN0306-002	DAISY REED HAMILTON	INDIGO MINERALS LLC		7/1/2009	1274	377	F105808	LA	Lincoln
LA-RTN0306-003	ROSIE REED FLANIGAN	INDIGO MINERALS LLC		7/1/2009	1274	379	F105809	LA	Lincoln
LA-RTN0306-004	CARRIE REED DEVAUGHN	INDIGO MINERALS LLC		7/1/2009	1274	381	F105810	LA	Lincoln
LA-RTN0306-005	THEODORE MACEO REED	INDIGO MINERALS LLC		7/1/2009	1274	383	F105811	LA	Lincoln
LA-RTN0306-006	TALMAGE BELANDA REED	INDIGO MINERALS LLC		7/1/2009	1274	385	F105812	LA	Lincoln
LA-RTN0306-007	MARY DELORES GUNNELS	INDIGO MINERALS LLC		7/1/2009	1274	387	F105813	LA	Lincoln
LA-RTN0306-008	CHARLENE DENISE WILLIAMS	INDIGO MINERALS LLC		7/1/2009	1274	389	F105814	LA	Lincoln
LA-RTN0306-009	MICHAEL ANTHONY WILLIAMS	INDIGO MINERALS LLC		7/1/2009	1275	351	F106275	LA	Lincoln
LA-RTN0307-000	MAVIS FORD HOOF	BETA LAND SERVICES LLC		11/17/2006	1222	507	F84904	LA	Lincoln
LA-RTN0308-000	DENRICK EARL LEWIS ET UX	BETA LAND SERVICES LLC		8/10/2006	1222	356	F84857	LA	Lincoln
LA-RTN0309-000	RITA DAVENPORT DAVIS ET AL	BETA LAND SERVICES LLC		7/27/2006	1222	323	F84847	LA	Lincoln
LA-RTN0310-000	HOWARD LEE BROWN, ET UX	BETA LAND SERVICES LLC		6/21/2006	1222	272	F84831	LA	Lincoln
LA-RTN0311-000	KYLE SCOTT DAVENPORT	BETA LAND SERVICES LLC		7/28/2006	1222	438	F84883	LA	Lincoln
LA-RTN0312-001	PRISCILLA HEARD BOWMAN	BETA LAND SERVICES LLC		4/13/2006	1221	850	F84752	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0312-002	DR JOHN M ARMSTRONG III	BETA LAND SERVICES LLC		4/13/2006	1222	1	F84753	LA	Lincoln
LA-RTN0312-003	THE BROWNLAND CORPORATION	BETA LAND SERVICES LLC		4/20/2006	1222	5	F84754	LA	Lincoln
LA-RTN0312-004	MARY ELEANOR HARRIS TEMPLE	BETA LAND SERVICES LLC		4/27/2006	1222	9	F84755	LA	Lincoln
LA-RTN0312-005	ELEANOR H BROWN	BETA LAND SERVICES LLC		4/27/2006	1222	14	F84756	LA	Lincoln
LA-RTN0312-006	CARRIE LEE HEARD LINK	BETA LAND SERVICES LLC		5/3/2006	1222	19	F84757	LA	Lincoln
LA-RTN0312-007	ALICE HEARD	BETA LAND SERVICES LLC		5/3/2006	1222	23	F84758	LA	Lincoln
LA-RTN0312-008	MELANIE CARSON HARRIS ZACHRY	BETA LAND SERVICES LLC		9/21/2006	1222	27	F84759	LA	Lincoln
LA-RTN0313-001	WILLIAM L GARNER JR	INDIGO MINERALS LLC		1/23/2008	1242	65	F92875	LA	Lincoln
LA-RTN0313-002	MIRIAM GARNER ANTOINE	INDIGO MINERALS LLC		1/23/2008	1242	68	F92876	LA	Lincoln
LA-RTN0314-000	ALICE OSBORNE DANNER	INDIGO MINERALS LLC		1/29/2008	1244	643	F93957	LA	Lincoln
LA-RTN0315-001	CONNIE CANDLER	INDIGO MINERALS LLC		11/30/2007	1244	645	F93958	LA	Lincoln
LA-RTN0315-002	BETTY CANDLER	INDIGO MINERALS LLC		11/30/2007	1247	138	F94831	LA	Lincoln
LA-RTN0315-003	GRACIE TAYLOR	INDIGO MINERALS LLC		11/30/2007	1247	140	F94832	LA	Lincoln
LA-RTN0315-004	JACKIE PHILLIPS	INDIGO MINERALS LLC		11/30/2007	1247	142	F94833	LA	Lincoln
LA-RTN0315-005	GERRY CANDLER	INDIGO MINERALS LLC		11/30/2007	1251	585	F96839	LA	Lincoln
LA-RTN0316-001	MARY FRANCES COMBS	INDIGO MINERALS LLC		3/6/2008	1244	647	F93959	LA	Lincoln
LA-RTN0316-002	CORENE CAMP	INDIGO MINERALS LLC		3/6/2008	1244	649	F93960	LA	Lincoln
LA-RTN0316-003	GEORGE COLEMAN JR	INDIGO MINERALS LLC		3/6/2008	1244	651	F93961	LA	Lincoln
LA-RTN0316-004	LASHAWN MIGGINS	INDIGO MINERALS LLC		3/6/2008	1244	653	F93962	LA	Lincoln
LA-RTN0316-005	ANNETTE HOLLOWAY	INDIGO MINERALS LLC		3/6/2008	1247	144	F94834	LA	Lincoln
LA-RTN0316-006	YVONNE HARRIS	INDIGO MINERALS LLC		3/6/2008	1247	147	F94835	LA	Lincoln
LA-RTN0316-007	BARBARA MORGAN	INDIGO MINERALS LLC		3/6/2008	1247	150	F94836	LA	Lincoln
LA-RTN0316-008	ROBERT COLEMAN	INDIGO MINERALS LLC		3/6/2008	1250	683	F96372	LA	Lincoln
LA-RTN0316-009	IDA TIMES	INDIGO MINERALS LLC		3/6/2008	1252	220	F97117	LA	Lincoln
LA-RTN0317-000	RUEBEN ANTON BAKKAR	INDIGO MINERALS LLC		1/28/2008	1244	655	F93963	LA	Lincoln
LA-RTN0318-000	ALFRED WAYNE WHITE ET UX	INDIGO MINERALS LLC		3/18/2008	1247	152	F94837	LA	Lincoln
LA-RTN0319-000	P B COLVIN, JR ET UX	CARROLLTON RESOURCES CORPORATION		9/13/1996	979	179	87317	LA	Lincoln
LA-RTN0320-000	DAVID TINDALL III	INDIGO MINERALS LLC		1/24/2008	1247	156	F94838	LA	Lincoln
LA-RTN0321-001	SAMANTHA ANDRADA	INDIGO MINERALS LLC		5/5/2008	1250	685	F96373	LA	Lincoln
LA-RTN0321-002	BILLY RAY WASHINGTON	INDIGO MINERALS LLC		1/20/2009	1267	774	F102705	LA	Lincoln
LA-RTN0321-003	JESSIE WASHINGTON	INDIGO MINERALS LLC		4/27/2009	1274	369	F105805	LA	Lincoln
LA-RTN0322-000	HAROLD ALBRITTON	INDIGO MINERALS LLC		6/18/2008	1251	587	F96840	LA	Lincoln
LA-RTN0323-001	CHARLES EDMOND CANNON	INDIGO MINERALS LLC		7/7/2008	1252	222	F97118	LA	Lincoln
LA-RTN0323-002	JOE ANN CANNON MCCOY	INDIGO MINERALS LLC		7/7/2008	1252	225	F97119	LA	Lincoln
LA-RTN0323-003	GLORIA MARIE CANNON ALLEN	INDIGO MINERALS LLC		7/7/2008	1252	228	F97120	LA	Lincoln
LA-RTN0323-004	ANNA ROY CANNON FULLER	INDIGO MINERALS LLC		7/7/2008	1252	231	F97121	LA	Lincoln
LA-RTN0323-005	VERNON CANNON	INDIGO MINERALS LLC		7/7/2008	1252	234	F97122	LA	Lincoln
LA-RTN0323-006	LEROY CANNON JR	INDIGO MINERALS LLC		7/7/2008	1256	56	F98284	LA	Lincoln
LA-RTN0323-007	ELTON CANNON	INDIGO MINERALS LLC		7/7/2008	1256	59	F98285	LA	Lincoln
LA-RTN0323-008	FREDERICK CANNON	INDIGO MINERALS LLC		7/7/2008	1256	64	F98286	LA	Lincoln
LA-RTN0323-009	FRANCES ELAINE CANNON WALKER	INDIGO MINERALS LLC		7/11/2008	1256	65	F98287	LA	Lincoln
LA-RTN0323-010	CAROL LEE CANNON WILLIAMS	INDIGO MINERALS LLC		7/11/2008	1256	68	F98288	LA	Lincoln
LA-RTN0323-011	TONYA HICKS	INDIGO MINERALS LLC		11/19/2008	1263	751	F101053	LA	Lincoln
LA-RTN0323-012	MARIE HARRIS	INDIGO MINERALS LLC		11/19/2008	1263	741	F101050	LA	Lincoln
LA-RTN0323-013	EDWARD CANNON	INDIGO MINERALS LLC		11/19/2008	1263	744	F101051	LA	Lincoln
LA-RTN0323-014	GERALDINE SAMPRACT	INDIGO MINERALS LLC		11/19/2008	1263	748	F101052	LA	Lincoln
LA-RTN0323-015	O B GLADYNESS	INDIGO MINERALS LLC		11/19/2008	1264	169	F101171	LA	Lincoln
LA-RTN0323-016	RUBY CANNON POOLE	INDIGO MINERALS LLC		11/19/2008	1264	172	F101172	LA	Lincoln
LA-RTN0323-017	VASIA HOUSTON	INDIGO MINERALS LLC		11/19/2008	1264	500	F101307	LA	Lincoln
LA-RTN0323-018	PAULINE METCALF	INDIGO MINERALS LLC		11/19/2008	1264	503	F101308	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0323-019	JERRY SAMPRACT	INDIGO MINERALS LLC		11/19/2008	1265	251	F101570	LA	Lincoln
LA-RTN0323-020	PATRICIA PALMER	INDIGO MINERALS LLC		11/19/2008	1265	254	F101571	LA	Lincoln
LA-RTN0323-021	ROBERT CANNON	INDIGO MINERALS LLC		11/19/2008	1265	615	F101727	LA	Lincoln
LA-RTN0323-022	ETHEN J WILLIS JR	INDIGO MINERALS LLC		11/19/2008	1265	612	F101726	LA	Lincoln
LA-RTN0323-023	SAMUEL HICKS	INDIGO MINERALS LLC		11/19/2008	1266	13	F101869	LA	Lincoln
LA-RTN0323-024	REGINA L DYKES	INDIGO MINERALS LLC		11/19/2008	1266	16	F101870	LA	Lincoln
LA-RTN0323-025	DAVID GLADYNESS	INDIGO MINERALS LLC		11/19/2008	1266	19	F101871	LA	Lincoln
LA-RTN0323-026	CHARLES EDWARD CANNON	INDIGO MINERALS LLC		11/19/2008	1266	696	F102197	LA	Lincoln
LA-RTN0323-027	JENNIFER SIMS	INDIGO MINERALS LLC		11/19/2008	1267	102	F102363	LA	Lincoln
LA-RTN0323-028	LINDA HONORE WALDON	INDIGO MINERALS LLC		11/19/2008	1269	66	F103185	LA	Lincoln
LA-RTN0323-029	STACEE LACOUR	INDIGO MINERALS LLC		11/19/2008	1269	69	F103186	LA	Lincoln
LA-RTN0323-030	DARRELL LACOUR	INDIGO MINERALS LLC		11/19/2008	1269	72	F103187	LA	Lincoln
LA-RTN0323-031	GREGORY LACOUR	INDIGO MINERALS LLC		11/19/2008	1269	75	F103188	LA	Lincoln
LA-RTN0323-032	SAMANTHA LACOUR-WILLIAMS	INDIGO MINERALS LLC		11/19/2008	1269	78	F103189	LA	Lincoln
LA-RTN0323-033	FREDDIE GLADYNESS	INDIGO MINERALS LLC		11/19/2008	1269	652	F103486	LA	Lincoln
LA-RTN0323-034	KRISTIAN LOVE	INDIGO MINERALS LLC		11/19/2008	1270	400	F103871	LA	Lincoln
LA-RTN0323-035	CONNIE CLARK LEE	INDIGO MINERALS LLC		11/19/2008	1274	87	F105602	LA	Lincoln
LA-RTN0324-001	LAJUANTA DIANE GAULDEN	INDIGO MINERALS LLC		12/16/2008	1265	257	F101572	LA	Lincoln
LA-RTN0324-002	MICHAEL A UNDERWOOD	INDIGO MINERALS LLC		12/16/2008	1266	699	F102198	LA	Lincoln
LA-RTN0324-003	BARRY W UNDERWOOD	INDIGO MINERALS LLC		12/16/2008	1267	105	F102364	LA	Lincoln
LA-RTN0325-000	ROBERT HILL	INDIGO MINERALS LLC		1/22/2009	1267	107	F102365	LA	Lincoln
LA-RTN0326-001	DEBORAH DENISE PARNELL WISTERMAN	INDIGO MINERALS LLC		2/9/2009	1267	778	F102706	LA	Lincoln
LA-RTN0326-002	AMY C PARNELL	INDIGO MINERALS LLC		4/20/2009	1271	392	F104373	LA	Lincoln
LA-RTN0327-000	JASON HAMBLIN ET UX	INDIGO MINERALS LLC		2/12/2009	1267	781	F102707	LA	Lincoln
LA-RTN0328-000	CHRISTOPHER HEATH WILLIAMS	INDIGO MINERALS LLC		2/12/2009	1267	784	F102708	LA	Lincoln
LA-RTN0329-000	JAMES EDWARD PATTON ET UX	INDIGO MINERALS LLC		3/17/2009	1269	711	F103539	LA	Lincoln
LA-RTN0330-000	JILL MARIA BORDELON	INDIGO MINERALS LLC		3/31/2009	1270	294	F103818	LA	Lincoln
LA-RTN0331-000	JERRY WAYNE WARD ET UX	INDIGO MINERALS LLC		3/31/2009	1270	292	F103817	LA	Lincoln
LA-RTN0332-001	JAMES H ROLAND ET UX	INDIGO MINERALS LLC		3/24/2009	1270	818	F104097	LA	Lincoln
LA-RTN0333-000	DIANNA MCNAIR DILLY ET VIR	INDIGO MINERALS LLC		4/3/2009	1271	394	F104374	LA	Lincoln
LA-RTN0334-000	DEWAYNE BERNALDO WARREN ET UX	INDIGO MINERALS LLC		4/3/2009	1271	387	F104371	LA	Lincoln
LA-RTN0335-001	WOODROW A DEAN ET UX	INDIGO MINERALS LLC		3/24/2009	1270	816	F104096	LA	Lincoln
LA-RTN0336-001	JAMES H ROLAND ET UX	INDIGO MINERALS LLC		3/24/2009				LA	Lincoln
LA-RTN0337-000	WILLIE THOMAS BRATTON ET UX	INDIGO MINERALS LLC		5/6/2009	1274	375	F105807	LA	Lincoln
LA-RTN0338-000	MARY STEELE ARNOLD MOEGLE ET VIR	INDIGO MINERALS LLC		3/31/2009	1275	364	F106280	LA	Lincoln
LA-RTN0339-001	GARDNER CLARK	INDIGO MINERALS LLC		6/29/2009	1275	369	F106282	LA	Lincoln
LA-RTN0339-002	ELAINE BUSHNELL CLARK	INDIGO MINERALS LLC		6/29/2009	1275	367	F106281	LA	Lincoln
LA-RTN0340-001	CHARLES MILTON FULLER JR	INDIGO MINERALS LLC		7/7/2009	1275	388	F106289	LA	Lincoln
LA-RTN0340-002	GLORIA GENNETT FULLER PEARSON	INDIGO MINERALS LLC		7/7/2009	1275	382	F106287	LA	Lincoln
LA-RTN0340-003	TANYA ESTELLE FULLER DAVIS	INDIGO MINERALS LLC		7/7/2009	1275	385	F106288	LA	Lincoln
LA-RTN0340-004	GEORGE JAMES FULLER	INDIGO MINERALS LLC		7/7/2009	1275	379	F106286	LA	Lincoln
LA-RTN0340-005	BETTY H FULLER	INDIGO MINERALS LLC		7/7/2009	1275	376	F106285	LA	Lincoln
LA-RTN0341-001	FRED GOLDSMITH	INDIGO MINERALS LLC		6/29/2009	1275	371	F106283	LA	Lincoln
LA-RTN0341-002	MATTIE L GOLDSMITH	INDIGO MINERALS LLC		6/29/2009	1275	373	F106284	LA	Lincoln
LA-RTN0341-003	DORA MAE GOLDSMITH HARBER	INDIGO MINERALS LLC		7/15/2009	1276	596	F106903	LA	Lincoln
LA-RTN0342-001	GREGORY L MCCLAM	INDIGO MINERALS LLC		7/3/2009	1276	599	F106904	LA	Lincoln
LA-RTN0342-002	KAREN D MCCLAM REYNOLDS	INDIGO MINERALS LLC		7/3/2009	1276	603	F106906	LA	Lincoln
LA-RTN0342-003	IRIS D MCCLAM MORGAN	INDIGO MINERALS LLC		7/3/2009	1276	607	F106908	LA	Lincoln
LA-RTN0342-004	MURIEL MCCLAM HOLLIMON	INDIGO MINERALS LLC		7/3/2009	1276	605	F106907	LA	Lincoln
LA-RTN0342-005	DONNA MCCLAM WHITE	INDIGO MINERALS LLC		7/3/2009	1276	618	F106912	LA	Lincoln
LA-RTN0342-006	JEANETTE MCCLAM COX	INDIGO MINERALS LLC		7/3/2009	1276	601	F106905	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-RTN0342-007	MONIQUE MCCLAM	INDIGO MINERALS LLC		7/3/2009	1276	587	F106899	LA	Lincoln
LA-RTN0342-008	ZENOBIA R MCCLAM LEWIS	INDIGO MINERALS LLC		6/17/2009	1276	589	F106900	LA	Lincoln
LA-RTN0343-000	MIKE COLEMAN OSBORNE JR	INDIGO MINERALS LLC		11/19/2009	1280	575	F108817	LA	Lincoln
					1279	687	F108502
LA-RTN0344-001	ROBERT HOUSTON	INDIGO MINERALS LLC		10/27/2009				LA	Lincoln
					1281	594	F109315
LA-RTN0344-002	JASHONTRA L SLAUGHTER	INDIGO MINERALS LLC		11/4/2009				LA	Lincoln
					1281	609	F109318
LA-RTN0344-003	LAQUANTRA L SLAUGHTER	INDIGO MINERALS LLC		11/4/2009				LA	Lincoln
					1285	688	F111241
LA-RTN0344-004	ORIA JOHNSON HOUSTON, IND & USUFRUCT	INDIGO MINERALS LLC		10/27/2009				LA	Lincoln
LA-RTN0345-001	ROBERT D OSBORNE	INDIGO MINERALS LLC		1/13/2010	1281	587	F109312	LA	Lincoln
LA-RTN0345-002	ORA LEE OSBORNE WILLIAMS	INDIGO MINERALS LLC		1/13/2010	1281	585	F109311	LA	Lincoln
LA-RTN0345-003	KISSIE A TRAVELER	INDIGO MINERALS LLC		1/13/2010	1283	622	F110204	LA	Lincoln
LA-RTN0345-004	ODIS D OSBORNE	INDIGO MINERALS LLC		1/13/2010	1283	625	F110205	LA	Lincoln
LA-RTN0345-005	GEORGE A OSBORNE	INDIGO MINERALS LLC		1/13/2010	1283	636	F110209	LA	Lincoln
LA-RTN0346-000	CECIL A HOOD ET UX	INDIGO MINERALS LLC		8/13/2007	1237	624	F91084	LA	Lincoln
LA-RTN0347-000	BOBBY GENE YOUNG	INDIGO MINERALS LLC		10/1/2009	1282	31	F109445	LA	Lincoln
LA-RTN0348-000	WILLIAM L GARNER JR	INDIGO MINERALS LLC		5/21/2010	1287	141	F111720	LA	Lincoln
LA-RTN0349-001	MARY ELEANOR HARRIS TEMPLE	CSC ENERGY CORP		10/25/2004	1167	327	F60403	LA	Lincoln
LA-RTN0349-002	MELANIE CARSON HARRIS ZACHRY	CSC ENERGY CORP		10/25/2004	1167	339	F60407	LA	Lincoln
LA-RTN0349-003	THE BROWNLAND CORPORATION ET AL	CSC ENERGY CORP		10/28/2004	1167	324	F60402	LA	Lincoln
LA-RTN0349-004	ANNA THERESA PAPPA KERN	CSC ENERGY CORP		10/25/2004	1167	342	F60408	LA	Lincoln
LA-RTN0349-005	JOHNNY ROY PAPPA	CSC ENERGY CORP		10/25/2004	1167	321	F60401	LA	Lincoln
LA-RTN0349-006	CARRIE LEE HEARD LINK	CSC ENERGY CORP		10/25/2004	1167	330	F60404	LA	Lincoln
LA-RTN0349-007	PRISCILLA HEARD BOWMAN	CSC ENERGY CORP		10/25/2004	1167	333	F60405	LA	Lincoln
LA-RTN0349-008	ALICE HEARD	CSC ENERGY CORP		10/25/2004	1167	336	F60406	LA	Lincoln
LA-RTN0349-009	JOHN M ARMSTRONG JR	CSC ENERGY CORP		11/10/2004	1167	318	F60400	LA	Lincoln
LA-RTN0350-001	VIRGINIA BAILEY SELLE	CSC ENERGY CORP		10/25/2004	1167	347	F60410	LA	Lincoln
LA-RTN0350-002	ELLIS CARROLL BAILEY	CSC ENERGY CORP		10/25/2004	1167	349	F60411	LA	Lincoln
LA-RTN0350-003	GEFFREY WAYNE FORRESTER	CSC ENERGY CORP		10/25/2004	1167	345	F60409	LA	Lincoln
LA-RTN0377-000	SANDRA KILGORE WILLIAMSON ET AL	WILDHORSE RESOURCES LLC		2/21/2011	1296	518	F116295	LA	Lincoln
LA-RTN0378-001	JAMES H KILGORE ET AL	WILDHORSE RESOURCES LLC		2/21/2011	1296	523	F116296	LA	Lincoln
LA-SBW0001-000	NORA ELIZABETH HIGDON ROGERS	COWGILL & ASSOCIATES L L C		8/19/1997	1020	347	3805	LA	Lincoln
	AVIS JOY HIGDON BARRETT
	THE TRUST COMPANY OF LOUISIANA ACTING AS
LA-SBW0002-000	LIMITED CURATOR	COWGILL & ASSOCIATES L L C		7/2/1998	1029	137	F5675	LA	Lincoln
LA-SBW0003-001	DONALD MARSHALL	COWGILL & ASSOCIATES L L C		2/9/1998	1029	154	F5680	LA	Lincoln
LA-SBW0003-002	JANIE R LYNN	COWGILL & ASSOCIATES L L C		2/9/1998	1029	150	F5679	LA	Lincoln
LA-SBW0003-003	JOANNE MAYO	COWGILL & ASSOCIATES L L C		2/9/1998	1029	162	F5682	LA	Lincoln
	HELEN JANE MARSHALL JORDON
LA-SBW0003-004	A/K/A HELEN JANE APPLE	COWGILL & ASSOCIATES L L C		2/9/1998	1020	329	3800	LA	Lincoln
LA-SBW0003-005	HILDA MARSHALL HUDEC	COWGILL & ASSOCIATES L L C		2/9/1998	1020	322	3798	LA	Lincoln
LA-SBW0003-006	JOYCE WILLIAMS	COWGILL & ASSOCIATES L L C		2/9/1998	1022	21	4062	LA	Lincoln
LA-SBW0003-007	JAN BYERS	COWGILL & ASSOCIATES L L C		2/9/1998	1020	272	3784	LA	Lincoln
LA-SBW0003-008	FAYE BATCHELOR	COWGILL & ASSOCIATES L L C		2/9/1998	1029	158	F5681	LA	Lincoln
LA-SBW0003-009	MAYE FRANCIS MARSHALL BUCHANAN	COWGILL & ASSOCIATES L L C		2/9/1998	1020	268	3783	LA	Lincoln
LA-SBW0003-010	JEFFERY STOLET	COWGILL & ASSOCIATES L L C		5/3/1999	1061	325	13530	LA	Lincoln
LA-SBW0003-011	CLIFFORD E MARSHALL	COWGILL & ASSOCIATES L L C		9/23/1999	1075	245		LA	Lincoln
LA-SBW0004-001	CAROLINE LOUISE DUNN BOWMAN	COWGILL & ASSOCIATES L L C		2/9/1998	1020	266	3782	LA	Lincoln
LA-SBW0004-002	LOU ORIEL DUNN SMITH	COWGILL & ASSOCIATES L L C		2/9/1998	1021	4	3807	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0004-003	AGNES DUNN SUDDS	COWGILL & ASSOCIATES L L C		2/9/1998	1021	14	3810	LA	Lincoln
LA-SBW0004-004	DELLA RUTH DUNN POWELL	COWGILL & ASSOCIATES L L C		2/9/1998	1020	344	3804	LA	Lincoln
	BENJAMIN DUNN ET AL
LA-SBW0004-005	KEITH CONRAD DUNN	COWGILL & ASSOCIATES L L C		2/9/1998	1020	288	3788	LA	Lincoln
LA-SBW0004-006	JOHN ARTHUR DUNN	COWGILL & ASSOCIATES L L C		2/9/1998	1020	305	3793	LA	Lincoln
LA-SBW0004-007	CALDWELL DUNN	COWGILL & ASSOCIATES L L C		2/9/1998	1020	296	3790	LA	Lincoln
LA-SBW0004-008	ODESSA HARRISON DUNN	COWGILL & ASSOCIATES L L C		2/9/1998	1020	308	3794	LA	Lincoln
LA-SBW0004-009	PRENTICE HARRISON	COWGILL & ASSOCIATES L L C		2/20/1998	1020	319	3797	LA	Lincoln
					60	21
					60	21
LA-SBW0005-001	JAMES H NAPPER ET AL	PLYMOUTH OIL COMPANY		12/19/1957	60	21		LA	Lincoln
					1054	212	011672
LA-SBW0005-002	JAMES C SKINNER	COWGILL & ASSOCIATES L L C		12/3/1998	1054	212	011672	LA	Lincoln
					1054	208	011671
LA-SBW0005-003	DAVID S SKINNER	COWGILL & ASSOCIATES L L C		12/3/1998	1054	208	011671	LA	Lincoln
					1054	201	011669
LA-SBW0005-004	LEE ROY SKINNER	COWGILL & ASSOCIATES L L C		12/3/1998	1054	201	011669	LA	Lincoln
					1061	315
					1072	168
					1061	315
LA-SBW0005-005	LINDA SUE HENRY	COWGILL & ASSOCIATES L L C		4/30/1999	1072	168		LA	Lincoln
					1072	164	016295
					1072	164	016295
LA-SBW0005-006	KATHRYNE RENEE CARAWAY	COWGILL & ASSOCIATES L L C		8/19/1999	1072	164	016295	LA	Lincoln
					1073	183	016482
					1073	183	016482
LA-SBW0005-007	LLOYD B CARAWAY	COWGILL & ASSOCIATES L L C		8/19/1999	1073	183	016482	LA	Lincoln
					1072	160	016294
					1072	160	016294
LA-SBW0005-008	CHARLES W DAVENPORT	COWGILL & ASSOCIATES L L C		8/19/1999	1072	160	016294	LA	Lincoln
					1070	127
					1070	127
LA-SBW0005-009	GENEVA LEGE	COWGILL & ASSOCIATES L L C		8/19/1999	1070	127		LA	Lincoln
LA-SBW0007-002	SELMA R SUMLIN	COWGILL & ASSOCIATES L L C		2/9/1998	1021	17	3811	LA	Lincoln
					1045	83	009738
					1045	83	009738
LA-SBW0007-004	MICKEY H SUMRALL	COWGILL & ASSOCIATES L L C		10/27/1998	1045	83	009738	LA	Lincoln
					1063	125	013910
					1063	125	013910
LA-SBW0007-005	CAROLYN JEAN BOLT AKA CAROLYN BOLT SUMRALL	STEPHEN M JENKINS & ASSOC		6/15/1999	1063	125	013910	LA	Lincoln
LA-SBW0007-P01	WILLIAM R SUMLIN JR	COWGILL & ASSOCIATES L L C		2/9/1998	1021	20	3812	LA	Lincoln
LA-SBW0007-P03	COWGILL & ASSOCIATES L L C	COWGILL & ASSOCIATES, L.L.C.		2/9/1998	1020	281	3786	LA	Lincoln
LA-SBW0007-P06	ESSERLEAN GOREE ROUGELEY	COWGILL & ASSOCIATES L L C		2/24/1999	1054	205	11670	LA	Lincoln
LA-SBW0008-001	T L LIVINGSTON	COWGILL & ASSOCIATES L L C		2/10/1998	1020	337	3802	LA	Lincoln
LA-SBW0008-002	T L LIVINGSTON II AKA TILLMAN L LIVINGSTION II	COWGILL & ASSOCIATES L L C		12/16/1998	1044	341	9655	LA	Lincoln
LA-SBW0008-003	CARL E DELONEY JR	COWGILL & ASSOCIATES L L C		4/3/1998	1029	144	F5677	LA	Lincoln
LA-SBW0008-004	LISA DELONEY	COWGILL & ASSOCIATES L L C		4/3/1998	1029	147	F5678	LA	Lincoln
LA-SBW0008-005	ROBERT EARNEST LIVINGSTON	COWGILL & ASSOCIATES L L C		5/25/1999	1063	120	13909	LA	Lincoln
LA-SBW0008-006	BOOKER TELEFERRIO LIVINGSTON	COWGILL & ASSOCIATES L L C		5/25/1999	1063	115	13908	LA	Lincoln
LA-SBW0008-007	BARBARA JEAN LIVINGSTON BANKSTON	COWGILL & ASSOCIATES L L C		5/25/1999	1063	110	13907	LA	Lincoln
LA-SBW0008-008	GLORIA DEAN DELONEY POTTS	COWGILL & ASSOCIATES L L C		7/16/1999	1069	346	15534	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0008-009	ELOUISE DELONEY MCMULLEN	COWGILL & ASSOCIATES L L C		7/16/1999	1069	349	15535	LA	Lincoln
LA-SBW0009-000	GEORGE J HYMON ET AL	COWGILL & ASSOCIATESL L C		1/26/1998	1020	326	3799	LA	Lincoln
					1020	314	003796
LA-SBW0010-001	REL L GRAY ET AL	COWGILL & ASSOCIATES LLC		2/9/1998	1020	314	003796	LA	Lincoln
					1020	276	003785
					1308	304	F121523
					1020	276	003785
					1308	304	F121523
					1020	276	003785
					1308	304	F121523
					1020	276	003785
LA-SBW0010-002	KENNETH W CAMPBELL	COWGILL & ASSOCIATES, L.L.C.		2/13/1998	1308	304	F121523	LA	Lincoln
LA-SBW0012-000	LINCOLN RENTALS INC	COWGILL & ASSOCIATES L L C		7/30/1997	1020	333	3801	LA	Lincoln
LA-SBW0013-001	MALVIN STAFF AND RUTH STAFF	COWGILL & ASSOCIATES L L C		7/26/1997	1021	10	3809	LA	Lincoln
LA-SBW0013-002	SADIE PEARL ALLEN LUDLEY ET VIR	COWGILL & ASSOCIATES L L C		7/26/1997	1020	340	3803	LA	Lincoln
LA-SBW0014-000	ARMORZELL COLEMAN CARTER	COWGILL & ASSOCIATES L L C		8/2/1997	1020	204	3787	LA	Lincoln
LA-SBW0015-000	ELEANOR HARRIS BROWN ET AL	COWGILL & ASSOCIATES L L C		11/1/1997	1022	25	4063	LA	Lincoln
					1020	311	003795
					1020	311	003795
					1020	311	003795
LA-SBW0019-001	VESTA MAE WILLIAMS GANT	COWGILL & ASSOCIATES L L C		2/13/1998	1020	311	003795	LA	Lincoln
					1061	17	013237
					1061	17	013237
LA-SBW0019-002	JOHN M HOOD	COWGILL & ASSOCIATES L L C		5/28/1999	1061	17	013237	LA	Lincoln
					1061	321	013529
LA-SBW0019-003	ANNA MAE WILLIAMS JACKSON	COWGILL & ASSOCIATES L L C		2/23/1999	1061	321	013529	LA	Lincoln
LA-SBW0019-004	ANNA MAE WILLIAMS JACKSON	KCS MEDALLION RESOURCES INC		8/1/2001	1125	847	33821	LA	Lincoln
					1020	299	003791
LA-SBW0019-005	CALDWELL DUNN ET UX	COWGILL & ASSOCIATES L L C		2/9/1998	1020	299	003791	LA	Lincoln
					1029	141	F5676
					1029	141	F5676
LA-SBW0020-001	DIANE E ARRINGTON	COWGILL & ASSOCIATES L L C		2/13/1998	1029	141	F5676	LA	Lincoln
					1020	257	003779
					1020	257	003779
LA-SBW0020-002	DARRYL J ARRINGTON	COWGILL & ASSOCIATES L L C		2/13/1998	1020	257	003779	LA	Lincoln
					1020	302	003792
LA-SBW0020-003	CALDWELL DUNN ET UX	COWGILL & ASSOCIATES L L C		2/9/1998	1020	302	003792	LA	Lincoln
					1021	1	003806
LA-SBW0020-004	LAURA ARRINGTON ROSE	COWGILL & ASSOCIATES L L C		2/13/1998	1021	1	003806	LA	Lincoln
					1020	260	003780
LA-SBW0020-005	JOHN D ARRINGTON JR	COWGILL & ASSOCIATES L L C		2/13/1998	1020	260	003780	LA	Lincoln
					1020	263	003781
LA-SBW0020-006	WANDA ARRINGTON AKOREDE ET AL CALDWELL DUNN AND ELAINE WOODWARD DUNN H/W	COWGILL & ASSOCIATES L L C		2/13/1998	1020 1020	263 291	003781 003789	LA	Lincoln
LA-SBW0020-007	ELAINE WOODWARD DUNN	COWGILL & ASSOCIATES L L C		4/6/1998	1020	291	003789	LA	Lincoln
LA-SBW0020-008	JOHN ED BARNES	KCS MEDALLION RESOURCES INC		12/9/1999	1080	162	18287	LA	Lincoln
LA-SBW0022-000	BLANCHE NAPPER STEPRO	PLYMOUTH OIL COMPANY		11/30/1957	59	323		LA	Lincoln
LA-SBW0023-001	ROSEMARY NAPER WALKER	KCS RESOURCES INC		7/1/2003	1151	686	51045	LA	Lincoln
LA-SBW0024-001	P D OIL COMPANY	COWGILL & ASSOCIATES L L C		1/31/1958	60	411		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	WPS INDUSTRIES INC
LA-SBW0025-000	REPRESENTED BY MICHAEL E CLARK	JPD ENERGY INC		1/6/2003	1144	195	O45907	LA	Lincoln
					1137	474	041744
LA-SBW0026-001	JIMMY CHOATE	KCS RESOURCES INC		8/13/2002	1137	474	041744	LA	Lincoln
LA-SBW0027-001	HARVEY GENE WILLIS ET AL	KCS RESOURCES INC		3/5/2003	1145	51	46456	LA	Lincoln
LA-SBW0028-000	T R B HOUSING LLC	KCS RESOURCES INC		3/11/2003	1145	57	46458	LA	Lincoln
LA-SBW0029-000	JOSEPH N REED ET UX	KCS RESOURCES INC		3/5/2003	1145	54	46457	LA	Lincoln
LA-SBW0030-000	B DENNIS WHITTEN ET UX	KCS RESOURCES INC		10/1/2003	1153	640	52245	LA	Lincoln
LA-SBW0031-000	ARNETA PHILLIPS CARNAHAN ET VIR	KCS MEDALLION RESOURCES INC		11/1/2001	1127	463	35076	LA	Lincoln
LA-SBW0032-000	FLOY BELLE PHILLIPS DELONEY ET AL	KCS MEDALLION RESOURCES INC		11/6/2001	1127	483	35082	LA	Lincoln
LA-SBW0033-001	CHARLES DAVID MOSHINSKIE	KCS MEDALLION RESOURCES INC		11/9/2001	1127	460	35075	LA	Lincoln
LA-SBW0033-002	JAMES FRANCIS MOSHINSKIE	KCS MEDALLION RESOURCES INC		11/9/2001	1127	474	35080	LA	Lincoln
	WILLIAM DOUGLAS DURRETT INDIVIDUALLY
	AND AS PRESIDENT OF DURRETT CONSTRUCTION CO				1145	47	046455
LA-SBW0034-001	INC	KCS RESOURCES INC		3/6/2003	1145	47	046455	LA	Lincoln
LA-SBW0035-000	MARGARET BURT MADDEN ET AL	KCS RESOURCES INC		11/26/2004	1169	428	61575	LA	Lincoln
LA-SBW0036-000	MARY ANNE NAPPER COLE	KCS RESOURCES INC		12/6/2004	1169	426	61574	LA	Lincoln
					1021	7	003808
LA-SBW0037-001	LOU ORIEL DUNN SMITH	COWGILL & ASSOCIATES LLC		2/9/1998	1021	7	003808	LA	Lincoln
LA-SBW0038-000	MARY ANNE NAPPER COLE	PLYMOUTH OIL COMPANY		11/30/1957	60	23		LA	Lincoln
LA-SBW0039-000	JOHN C COLVIN	JOHN L ROBERTSON		7/20/2007	1228	300	F87321	LA	Lincoln
LA-SBW0040-000	RODNEY K COLVIN ET UX	JOHN L ROBERTSON		7/20/2007	1228	303	F87322	LA	Lincoln
LA-SBW0041-000	R M DAVIS JR ET AL	PAR OIL CORPORATION		1/12/1979	243	136	D-17938	LA	Lincoln
LA-SBW0042-000	ROCKEY VALLEY MISSIONARY BAPTIST CHURCH ET AL	PAR OIL CORPORATION		4/24/1979	247	613	D-19742	LA	Lincoln
LA-SBW0043-000	RUBY EVANS HARRIS	PAR OIL CORPORATION		12/29/1978	242	375		LA	Lincoln
					243	132	D-17937
					243	132	D-17937
LA-SBW0044-000	ALYMER EVANS ET AL	PAR OIL CORPORATION		12/29/1978	243	132	D-17937	LA	Lincoln
LA-SBW0045-000	ROSIE R KILLEN	PAR OIL CORPORATION		10/17/1979	265	270	D-24205	LA	Lincoln
LA-SBW0046-000	LARRY DON DURRETT ET VIR	PAR OIL CORPORATION		10/4/1979	261	217	D-23586	LA	Lincoln
LA-SBW0047-001	ALEX T HUNT	PAR OIL CORPORATION		9/28/1979	265	219	D-24197	LA	Lincoln
LA-SBW0047-002	EDWIN W HODGE	PAR OIL CORPORATION		9/28/1979	265	231	D-24198	LA	Lincoln
LA-SBW0048-000	DIVISION OF INDIAN HEAD INC	PAR OIL CORPORATION		7/2/1979	265	276	D-24206	LA	Lincoln
LA-SBW0049-000	JAMES H NAPPER ET AL	PLYMOUTH OIL COMPANY		12/19/1957	60	21	C-8984	LA	Lincoln
LA-SBW0050-000	LOUISIANA MINERALS LTD	THE PROSPECTIVE INVESTMENT & TRADING CO LTD		9/14/2000	1106	52	24647	LA	Lincoln
LA-SBW0051-001	CHARLES F LEE ET UX	HOOD PETROLEUM INC		4/28/2000	1087	237	20263	LA	Lincoln
LA-SBW0052-001	FRED W MITCHELL	HOOD PETROLEUM INC		4/20/2000	1087	233	20262	LA	Lincoln
LA-SBW0053-001	DOROTHY LEE HUGHES MORRIS	HOOD PETROLEUM INC		5/3/2000	1087	249	20266	LA	Lincoln
LA-SBW0053-002	MICHAEL JOSEPH MCDANIEL ET UX	HOOD PETROLEUM INC		5/3/2000	1087	245	20265	LA	Lincoln
LA-SBW0054-001	SHEILA LOUISE EDMISTON THOMAS	HOOD PETROLEUM INC		5/2/2000	1096	165	22247	LA	Lincoln
LA-SBW0054-002	RUBY JEAN MAYS RUSSELL ET AL	HOOD PETROLEUM INC		5/2/2000	1087	241	20264	LA	Lincoln
LA-SBW0054-003	HELEN MARIE M EDMISTON	HOOD PETROLEUM INC		5/2/2000	1088	231	20519	LA	Lincoln
LA-SBW0054-004	SHARON RENEE E COLE	HOOD PETROLEUM INC		5/2/2000	1088	346	20603	LA	Lincoln
LA-SBW0055-000	VIRGINIA LOMAX MARBURY	THE PROSPECTIVE INVESTMENT & TRADING CO LTD		9/15/2000			23659	LA	Lincoln
LA-SBW0056-000	SHERI LEWIS BURT	THE PROSPECTIVE INVESTMENT & TRADING CO LTD		9/15/2000	1100	231	23514	LA	Lincoln
LA-SBW0057-000	JERRY DUANE ROGERS ET UX	THE PROSPECTIVE INVESTMENT & TRADING CO LTD		6/12/2000			21195	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0058-000	LENWARD EARL GOREE ET UX	AS IS INVESTMENTS LLC		4/1/2001	1117	675	F27874	LA	Lincoln
LA-SBW0059-001	LENWARD EARL GOREE ET AL	AS IS INVESTMENTS LLC		4/1/2001	1117	691	27880	LA	Lincoln
LA-SBW0059-002	FLOSSIE M GOREE DAVIS	AS IS INVESTMENTS LLC		4/1/2001	1117	687	27879	LA	Lincoln
LA-SBW0059-003	MITTIE P GOREE ALEXANDER	AS IS INVESTMENTS LLC		4/1/2001	1117	703	27883	LA	Lincoln
LA-SBW0059-004	HERBERT GOREE JR	AS IS INVESTMENTS LLC		4/1/2001	1117	695	27881	LA	Lincoln
LA-SBW0059-005	NELVIN MARVIN GOREE	AS IS INVESTMENTS LLC		4/1/2001	1117	699	27882	LA	Lincoln
LA-SBW0060-000	JON E GIVENS	AS IS INVESTMENTS LLC		4/1/2001	1117	677	27875	LA	Lincoln
LA-SBW0061-000	JESSIELYNN PIRKLE OEST	AS IS INVESTMENTS LLC		3/30/2001	1117	685	F27878	LA	Lincoln
LA-SBW0062-000	EUGENIA HALLEY SMITH TSTMNTRY TRUST	AS IS INVESTMENTS LLC		4/1/2001	1117	683	27877	LA	Lincoln
					1118	731	F28640
LA-SBW0063-001	PATRICIA GIVENS	AS IS INVESTMENTS LLC		4/1/2001	1118	731	028632	LA	Lincoln
					1118	728	028632
LA-SBW0063-002	MARTIN GIVENS	AS IS INVESTMENTS LLC		4/1/2001	1118	728	028632	LA	Lincoln
LA-SBW0063-003	JON E GIVENS ET AL	AS IS INVESTMENTS LLC		4/1/2001	1117	680	27876	LA	Lincoln
LA-SBW0064-000	MATTIE N HILL IND AND AGENT AND AIF	AS IS INVESTMENTS LLC		4/1/2001	1118	725	28631	LA	Lincoln
LA-SBW0065-000	LOUISIANA MINERALS LTD	AS IS INVESTMENTS LLC		4/11/2001	1117	712	27887	LA	Lincoln
					275	103
					275	103
LA-SBW0066-000	ST OF LA NO 8086	PAR OIL CORPORATION		5/9/1979	275	103		LA	Lincoln
					205	732	D-3111
					205	732	D-3111
LA-SBW0068-001	ALLIE FRAZIER HILL ET AL	PAR OIL CORPORATION		11/11/1976	205	732	D-3111	LA	Lincoln
					298	120	D-28938
					298	120	D-28938
LA-SBW0068-002	MINNIE LEE W DAWSON ET AL	PAR OIL CORPORATION		1/11/1980	298	120	D-28938	LA	Lincoln
					298	124	D-28939
					298	120	D-28938
LA-SBW0068-003	JAMES WALKER	PAR OIL CORPORATION		6/12/1980	298	120	D-28938	LA	Lincoln
					204	485	D-3010
					204	485	D-3010
LA-SBW0069-000	LUGENE YOUNGER ET AL	PAR OIL CORPORATION		11/11/1976	204	485	D-3010	LA	Lincoln
					204	725	D-3109
					204	725	D-3109
LA-SBW0070-001	JOSIE SPRINGS DOUGLAS ET AL	PAR OIL CORPORATION		11/15/1976	204	725	D-3109	LA	Lincoln
					204	521	D-3020
					204	521	D-3020
LA-SBW0071-000	EARL MILES, ET AL	PAR OIL CORPORATION		11/12/1976	204	521	D-3020	LA	Lincoln
					204	554
					204	554
LA-SBW0072-000	ALICE GOREE WALKER ET AL	PAR OIL CORPORATION		11/15/1976	204	554		LA	Lincoln
					206	446	D-3730
					206	446	D-3730
LA-SBW0073-000	NORMAN GENE PERRY ET VIR	PAR OIL CORPORATION		2/15/1977	206	446	D-3730	LA	Lincoln
					231	622	D-13765
					231	622	D-13765
LA-SBW0074-000	WILLIAM R SUMLIN ET UX	PAR OIL CORPORATION		6/3/1978	231	622	D-13765	LA	Lincoln
					241	363	D-17410
					241	363	D-17410
LA-SBW0075-000	B H RAINWATER JR ET AL	PAR OIL CORPORATION		12/12/1978	241	363	D-17410	LA	Lincoln
					241	371
LA-SBW0076-001	MONK SALLEY	PAR OIL CORPORATION		12/14/1978	241	371		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					253	36
LA-SBW0076-002	MAYME C HEARD ET AL	PAR OIL CORPORATION		2/21/1979	241	371		LA	Lincoln
LA-SBW0076-003	JOHN M ARMSTRONG JR ET AL	PAR OIL CORPORATION		2/5/1980	282	202		LA	Lincoln
LA-SBW0076-004	PRISCILLA H BOWMAN	JOHN L SCHOBER JR		2/5/1980	282	202	D-26711	LA	Lincoln
					231	618	D-13764
					231	618	D-13764
					231	618	D-13764
LA-SBW0077-001	DEWEY MILES ET UX	PAR OIL CORPORATION		6/6/1978	231	618	D-13764	LA	Lincoln
					241	399	D-17436
					241	399	D-17436
					241	399	D-17436
LA-SBW0077-002	RAY GIVENS ET UX	PAR OIL CORPORATION		12/15/1978	241	399	D-17436	LA	Lincoln
					268	226	D-24565
					268	226	D-24565
LA-SBW0078-000	JAMES GOREE JR ET UX	MINERAL RESOURCES CORPORATION		12/12/1979	268	226	D-24565	LA	Lincoln
					324	57	D-33323
					324	57	D-33323
LA-SBW0079-000	LEROY JAMISON ET UX	W B MOBLEY JR		3/3/1981	324	57	D-33323	LA	Lincoln
					206	475	D-3740
					206	475	D-3740
LA-SBW0080-000	EFFIE MAE WILLS	HOOD GOLDSBERRY		1/13/1977	206	475	D-3740	LA	Lincoln
					206	479	D-3741
					206	479	D-3741
LA-SBW0081-000	JAMES E PERRY	HOOD GOLDSBERRY		1/13/1977	206	479	D-3741	LA	Lincoln
LA-SBW0082-000	GERTRUDE PEARSON BRIDGES ET VIR	MINERAL RESOURCES CORPORATION		1/24/1977	205	383		LA	Lincoln
LA-SBW0083-000	ANNIE MAE THOMAS	PAR OIL COMPANY		11/5/1976	204	516	D-3019	LA	Lincoln
LA-SBW0084-000	LINCOLN BANK AND TRUST COMPANY	PAR OIL COMPANY		11/10/1976	204	534		LA	Lincoln
LA-SBW0085-000	RICHARD LUDLEY	PAR OIL COMPANY		11/17/1979	265	199	D-24193	LA	Lincoln
LA-SBW0086-000	WILLIS REED	MINERAL RESOURCES CORPORATION		6/27/1977	214	195	D-6752	LA	Lincoln
LA-SBW0087-001	REBA JEAN SUMLIN HARRISON	PAR OIL CORPORATION		10/17/1979	265	214	D-24196	LA	Lincoln
LA-SBW0087-002	PEGGY JANE SUMLIN TUCKER	PAR OIL CORPORATION		11/16/1979	265	209	D-24195	LA	Lincoln
LA-SBW0087-003	JAMES ROBERT SUMLIN	PAR OIL CORPORATION		10/17/1979	265	204	D-24194	LA	Lincoln
LA-SBW0088-000	GERTRUDE PEARSON BRIDGES ET VIR	MINERAL RESOURCES CORPORATION		1/28/1977	205	792		LA	Lincoln
LA-SBW0089-000	HENRY L BROWN	PAR OIL CORPORATION		2/3/1979	244	348	D-18405	LA	Lincoln
LA-SBW0090-000	ETHEL YOUNGER FLEMON ET VIR	MINERAL RESOURCES CORPORATION		1/27/1977	205	490	D-3335	LA	Lincoln
LA-SBW0091-000	MILTON YOUNGER	PAR OIL CORPORATION		11/4/1976	204	560		LA	Lincoln
LA-SBW0092-000	SCOTT WILLIAM	PAR OIL CORPORATION		11/4/1976	204	526	D-3021	LA	Lincoln
LA-SBW0093-001	JOHNISE PERRY ET AL	MINERAL RESOURCES CORPORATION		2/15/1977	206	438	D-3728	LA	Lincoln
LA-SBW0093-002	MICHAEL LENORD PERRY	O B MOBLEY JR		12/20/1979	270	329	D-24976	LA	Lincoln
LA-SBW0094-000	NORMAN G PERRY ET AL	MINERAL RESOURCES CORPORATION		2/15/1977	206	442	D-3729	LA	Lincoln
LA-SBW0095-000	ELTON RAY FROST ET UX	MINERAL RESOURCES CORPORATION		1/27/1977	205	486	D-3334	LA	Lincoln
					204	507
					204	507
LA-SBW0096-001	MILTON YOUNGER ET AL	PAR OIL CORPORATION		11/4/1976	204	507		LA	Lincoln
					204	543
					204	543
LA-SBW0096-002	LOUISE YOUNGER SCOTT	PAR OIL CORPORATION		11/23/1976	204	543		LA	Lincoln
					204	539
					204	539
LA-SBW0096-003	ETHEL YOUNGER FLEMON ET VIR	PAR OIL CORPORATION		9/23/1976	204	539		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					204	492	D-3011
					204	492	D-3011
LA-SBW0096-004	JESSIE L FORD FROST ET AL	PAR OIL CORPORATION		11/4/1976	204	492	D-3011	LA	Lincoln
LA-SBW0097-001	MOLLIE T GARR PATTERSON ET AL	PAR OIL CORPORATION		1/20/1977	207	603	D-4124	LA	Lincoln
LA-SBW0097-002	VERA GARR FISHER ET AL	PAR OIL CORPORATION		2/24/1977	207	610	D-4125	LA	Lincoln
LA-SBW0097-003	JUNNICE GARR MISHEE	ENERGY DEVELOPMENT CORPORATION		5/5/1993	850	68	61752	LA	Lincoln
LA-SBW0098-000	JOHN H LA RUE	PAR OIL CORPORATION		12/13/1978	850	68	61752	LA	Lincoln
					206	487
LA-SBW0099-000	JAMES I NUGENT ET UX	HOOD GOLDSBERRY		1/20/1977	206	487		LA	Lincoln
LA-SBW0100-000	PERRY ROSIELER	HOOD GOLDSBERRY		1/13/1977	206	483	D-3742	LA	Lincoln
LA-SBW0101-000	JESSIE B PERRY	HOOD GOLDSBERRY		1/13/1977	206	467	D-3738	LA	Lincoln
LA-SBW0102-000	MARGIE BELL ET AL	HOOD GOLDSBERRY		1/31/1977	206	491	D-3744	LA	Lincoln
LA-SBW0103-000	DANIEL BENJAMIN DURRETT	INDIGO MINERALS LLC		7/25/2007	1237	374	F90979	LA	Lincoln
					1237	353	F90971
LA-SBW0104-001	ARTIE BETH CRANFORD RUNYON	INDIGO MINERALS LLC		6/16/2007	1237	353	F90971	LA	Lincoln
					1237	355	F90972
LA-SBW0104-002	REBECCA ANN CRANFORD ROBERTS	INDIGO MINERALS LLC		6/19/2007	1237	355	F90972	LA	Lincoln
					1237	357	F90973
LA-SBW0104-003	JIMMY RAN CRANFORD	INDIGO MINERALS LLC		6/18/2007	1237	357	F90973	LA	Lincoln
					1244	658	F93964
LA-SBW0104-004	STEVEN THOMAS CRANFORD	INDIGO MINERALS LLC		3/14/2008	1244	658	F93964	LA	Lincoln
					1225	401	F86221
LA-SBW0104-005	GEORGE MICHAEL CRANFORD	WAC INVESTMENT COMPANY LLC		6/9/2007	1225	401	F86221	LA	Lincoln
LA-SBW0105-000	JEAN LOGUE AUSTIN	INDIGO MINERALS LLC		6/5/2007	1237	351	F90970	LA	Lincoln
LA-SBW0106-000	GEFFREY WAYNE FORRESTER	INDIGO MINERALS LLC		6/18/2007	1237	359	F90974	LA	Lincoln
LA-SBW0107-000	GEFFREY WAYNE FORRESTER ET UX	INDIGO MINERALS LLC		6/18/2007	1237	361	F90975	LA	Lincoln
					1237	369	F90977
LA-SBW0108-000	DON DURRETT ET UX	INDIGO MINERALS LLC		6/18/2007	1237	369	F90977	LA	Lincoln
					1237	372	F90978
LA-SBW0109-000	LEE ANTHONY RODGERS ET UX	INDIGO MINERALS LLC		6/15/2007	1237	372	F90978	LA	Lincoln
LA-SBW0110-000	MAUDINE PEPPER JEFFCOATS (USUFRUCT)	INDIGO MINERALS LLC		6/18/2007	1237	364	F90976	LA	Lincoln
					202	188
LA-SBW0111-000	LORAINE N HOWARD	PAR OIL CORPORATION		11/1/1976	202	188		LA	Lincoln
LA-SBW0112-001	SHELTON EARL DUNN ET UX	FRANKS PETROLEUM INC		1/11/1978	242	471		LA	Lincoln
LA-SBW0112-002	NELLIE MARIE DUNN KNIGHT	FRANKS PETROLEUM INC		1/14/1979	242	467		LA	Lincoln
LA-SBW0112-003	THERESA DUNN CALDWELL	FRANKS PETROLEUM INC		1/11/1979	242	590		LA	Lincoln
LA-SBW0112-004	THERON J DUNN	FRANKS PETROLEUM INC		1/14/1979	242	594		LA	Lincoln
LA-SBW0112-005	NELLIE BURKS DUNN	FRANKS PETROLEUM INC		1/11/1979	242	475		LA	Lincoln
LA-SBW0113-001	THOMAS E STRAIN, JR	O B MOBLEY JR		6/9/1980	304	210		LA	Lincoln
LA-SBW0113-002	DAVID CRAWFORD STRAIN	O B MOBLEY JR		6/10/1980	304	206		LA	Lincoln
LA-SBW0113-003	DANIEL STEWART STRAIN	O B MOBLEY JR		6/10/1980	304	198		LA	Lincoln
LA-SBW0113-004	KEITH ELLIOT STRAIN	O B MOBLEY JR		6/10/1980	304	202		LA	Lincoln
LA-SBW0113-005	LILA STRAIN PRIME	O B MOBLEY JR		6/10/1980	304	194		LA	Lincoln
LA-SBW0113-006	LUCY STRAIN MORGAN	O B MOBLEY JR		6/9/1980	304	190		LA	Lincoln
LA-SBW0113-007	LAURA STRAIN FRASER	O B MOBLEY JR		6/10/1980	310	98		LA	Lincoln
LA-SBW0113-008	T E STRAIN ET AL	PAR OIL CORPORATION		11/9/1976	204	503		LA	Lincoln
LA-SBW0114-001	RUBY D DAVENPORT	GREGORY P MOBLEY		6/11/1980	294	108		LA	Lincoln
LA-SBW0114-002	JEWEL DAVENPORT ET AL	MINERAL RESOURCES CORPORATION		1/26/1977	219	543		LA	Lincoln
LA-SBW0115-000	ALFONZA PERRY	MINERAL RESOURCES CORPORATION		1/26/1977	205	414		LA	Lincoln
LA-SBW0116-000	WILLIAM R SUMLIN ET UX	PAR OIL CORPORATION		6/3/1978	231	626		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0117-000	GENE B WASHBURN	PAR OIL CORPORATION		6/8/1978	231	630		LA	Lincoln
LA-SBW0118-000	WILLIAM RICHARD ROGERS ET UX	INDIGO MINERALS LLC		4/4/2008	1247	48	F94798	LA	Lincoln
LA-SBW0119-000	JERRY D DAVIS	INDIGO MINERALS LLC		4/4/2008	1247	51	F94799	LA	Lincoln
LA-SBW0120-000	LOUISIANA MINERALS, LTD	INDIGO MINERALS LLC		5/2/2008	1248	240	F95175	LA	Lincoln
LA-SBW0121-000	FRANCES LOUISE SIMS GAMBRELL	WAC EXPLORATION COMPANY LLC		5/15/2007			F85752	LA	Lincoln
LA-SBW0122-000	BILLY JOE JACOBS ET UX	WAC EXPLORATION COMPANY LLC		5/11/2007			F85747	LA	Lincoln
LA-SBW0123-000	GAIL LOGUE JACOBS	WAC EXPLORATION COMPANY LLC		5/9/2007			F85748	LA	Lincoln
LA-SBW0124-001	BETTY ALEXANDER KNOBLOCH	WAC EXPLORATION COMPANY LLC		5/25/2007			F85753	LA	Lincoln
LA-SBW0124-002	MONETTE ALEXANDER BELL	WAC EXPLORATION COMPANY LLC		5/25/2007			F85754	LA	Lincoln
LA-SBW0125-000	HARRIETT BROWN SPANBERG	WAC INVESTMENT COMPANY LLC		5/5/2007			F85749	LA	Lincoln
LA-SBW0126-000	EUNICE WILKERSON HARRIS	WAC INVESTMENT COMPANY LLC		5/2/2007			F85750	LA	Lincoln
LA-SBW0127-000	JAMES MICHAEL JACKSON ET UX	WAC EXPLORATION COMPANY LLC		8/10/2007			F88202	LA	Lincoln
LA-SBW0128-000	MARY ELIZABETH THOMPSON	WAC EXPLORATION COMPANY LLC		8/11/2007			F88203	LA	Lincoln
LA-SBW0129-000	ANTHONY TUMINELLO III ET UX	WAC EXPLORATION COMPANY LLC		8/10/2007			F88204	LA	Lincoln
LA-SBW0130-000	HUEY EDWARD THOMPSON ET UX	WAC EXPLORATION COMPANY LLC		8/11/2007			F88205	LA	Lincoln
LA-SBW0131-000	HERBERT J WELLS ET UX	WAC EXPLORATION COMPANY LLC		8/10/2007			F88206	LA	Lincoln
LA-SBW0132-000	D PAUL PETERSON ET UX	WAC EXPLORATION COMPANY LLC		7/1/2007			F86736	LA	Lincoln
LA-SBW0133-001	JOHN C KRONER IV	WAC EXPLORATION COMPANY LLC		10/1/2007			F90271	LA	Lincoln
LA-SBW0133-002	DARNELL HOLDINGS, LLC	WAC EXPLORATION COMPANY LLC		10/1/2007			F90272	LA	Lincoln
LA-SBW0133-003	JULIA M KRONER ADAMS	WAC EXPLORATION COMPANY LLC		10/1/2007			F90274	LA	Lincoln
LA-SBW0133-004	EDWIN W SOUR ET AL	WAC EXPLORATION COMPANY LLC		10/1/2007			F90275	LA	Lincoln
LA-SBW0133-005	ALEX T HUNT JR ET AL	WAC EXPLORATION COMPANY LLC		9/18/2007			F90276	LA	Lincoln
LA-SBW0133-006	LISA KRONER MILLER	WAC EXPLORATION COMPANY LLC		10/1/2007			F90277	LA	Lincoln
LA-SBW0133-007	ROBERT HODGE TURBEVILLE	WAC EXPLORATION COMPANY LLC		10/1/2007			F90278	LA	Lincoln
LA-SBW0133-008	ANN TURBEVILLE CAMPBELL	WAC EXPLORATION COMPANY LLC		10/1/2007			F90279	LA	Lincoln
LA-SBW0133-009	MARY JANE TURBEVILLE FOGERTY	WAC EXPLORATION COMPANY LLC		10/1/2007			F90273	LA	Lincoln
LA-SBW0134-000	ROCKEY VALLEY MISSIONARY BAPTIST CHURCH	PAR OIL CORPORATION		4/24/1979	247	613		LA	Lincoln
LA-SBW0135-000	NEWMAN S ATTAWAY, JR ET UX	WHELESS INDUSTRIES INC		5/2/1984	474	325	D-55742	LA	Lincoln
LA-SBW0136-000	FLOY A TAYLOR ET AL	WHELESS INDUSTRIES INC		6/2/1981	336	99	D-35155	LA	Lincoln
LA-SBW0137-000	MODE CHOATE, JR	TIERRA PETROLEUM CORP		5/8/1981	332	145	D-34516	LA	Lincoln
LA-SBW0138-000	HOWARD WAYNE ROBERSON ET UX	TIERRA PETROLEUM CORP		5/26/1981	339	145	D-35705	LA	Lincoln
LA-SBW0139-000	THOMAS R GRAY ET UX	TIERRA PETROLEUM CORP		5/8/1981	332	149	D-34517	LA	Lincoln
LA-SBW0140-000	MARVIN J HYATT ET UX OLLIE GRAY HYATT	TIERRA PETROLEUM CORP		5/8/1981	332	153	D-34518	LA	Lincoln
LA-SBW0141-000	BESSIE LEE NOBLE LAZARUS ET AL	TIERRA PETROLEUM CORP		5/18/1981	333	295	D-34759	LA	Lincoln
LA-SBW0142-000	LURLINE HOWELL EVANS	TIERRA PETROLEUM CORP		5/6/1981	331	298	D-34417	LA	Lincoln
LA-SBW0143-001	F JAMES FOSTER ET UX	TIERRA PETROLEUM CORP		7/27/1981	343	246	D-36475	LA	Lincoln
LA-SBW0143-002	RUBY JEAN RUSSELL ET AL	TIERRA PETROLEUM CORP		5/18/1981	333	291	D34758	LA	Lincoln
LA-SBW0143-003	HELEN MARIE MAYS EDMISTON ET VIR	TIERRA PETROLEUM CORP		5/18/1981	334	159	D34887	LA	Lincoln
LA-SBW0144-000	BOBBY RAY RUSSELL ET UX	TIERRA PETROLEUM CORP		5/28/1981	339	149	D-35706	LA	Lincoln
LA-SBW0145-000	J L GOODWIN ET UX	TIERRA PETROLEUM CORP		5/28/1981	339	141	D-35704	LA	Lincoln
LA-SBW0146-000	CONTRACTORS FINANCE CO, INC	TIERRA PETROLEUM CORP		6/4/1981	339	137	D-35703	LA	Lincoln
LA-SBW0147-000	ROBERSON LUMBER COMPANY	TIERRA PETROLEUM CORP		5/19/1981	339	133	D-35702	LA	Lincoln
LA-SBW0148-000	CHARLES CHOATE ET UX	TIERRA PETROLEUM CORP		6/2/1981	339	153	D-35707	LA	Lincoln
LA-SBW0149-000	WALTER R LEDBETTER ET UX	TIERRA PETROLEUM CORP		9/16/1981	348	326	D-37273	LA	Lincoln
LA-SBW0150-000	LESTER F HOLLOWAY, JR ET UX	TIERRA PETROLEUM CORP		5/28/1981	335	130	D-35002	LA	Lincoln
LA-SBW0151-000	LORETTA SHADOW OWENS ET AL	WHELESS INDUSTRIES INC		3/30/1984	469	28	D-55147	LA	Lincoln
LA-SBW0152-001	ALICE RAGAN M MILAM ET AL	WHELESS INDUSTRIES INC		12/13/1984	505	90		LA	Lincoln
					426	146
LA-SBW0153-000	STATE OF LOUISIANA OPERATING AGREEMENT/LEASE	WHELESS INDUSTRIES INC		3/14/1986	583	196		LA	Lincoln
LA-SBW0154-001	BILLIE ADAMS JR	WHELESS INDUSTRIES INC		5/20/1983	435	1		LA	Lincoln
LA-SBW0154-002	MINNIE LEE HOLBERT ADAMS	WHELESS INDUSTRIES INC		5/20/1983	600	324		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0155-001	WALTER LEON KING ET UX	WHELESS INDUSTRIES INC		6/9/1983	438	47		LA	Lincoln
LA-SBW0155-002	LENNIE MAE KING FORD	WHELESS INDUSTRIES INC		6/9/1983	438	147		LA	Lincoln
LA-SBW0156-000	CTC MINERALS, INC	WHELESS INDUSTRIES INC		7/22/1983	442	202		LA	Lincoln
LA-SBW0157-000	MARY J ELLIS	WHELESS INDUSTRIES INC		5/19/1983	445	100		LA	Lincoln
LA-SBW0158-000	BOBBIE JEAN DAVIS	WHELESS INDUSTRIES INC		7/24/1984	501	160		LA	Lincoln
LA-SBW0159-000	JAVA HARRIS JACKSON	WHELESS INDUSTRIES INC		7/23/1984	501	164		LA	Lincoln
LA-SBW0160-001	ROSETTA J BOWDEN	WHELESS INDUSTRIES INC		7/23/1984	501	168		LA	Lincoln
LA-SBW0160-002	FLORESE JACKSON HUNT	WHELESS INDUSTRIES INC		7/19/1984	501	172		LA	Lincoln
LA-SBW0160-003	LA RUTH J WILSON	WHELESS INDUSTRIES INC		7/20/1984	501	176		LA	Lincoln
LA-SBW0160-004	PONDEXTER JACKSON	WHELESS INDUSTRIES INC		1/10/1985	513	232		LA	Lincoln
LA-SBW0161-001	OTIS JACKSON	WHELESS INDUSTRIES INC		7/20/1984	501	180		LA	Lincoln
LA-SBW0161-002	RALPH JACKSON	WHELESS INDUSTRIES INC		7/20/1984	501	184		LA	Lincoln
LA-SBW0161-003	FAIRY BELL J HENDERSON	WHELESS INDUSTRIES INC		7/20/1984	501	188		LA	Lincoln
LA-SBW0161-004	AUGUSTA JACKSON	WHELESS INDUSTRIES INC		8/3/1984	501	192		LA	Lincoln
LA-SBW0161-005	JAMES J JACKSON	WHELESS INDUSTRIES INC		8/30/1984	501	197		LA	Lincoln
LA-SBW0161-006	TERESA CHRISTOPHE	WHELESS INDUSTRIES INC		8/13/1984	501	202		LA	Lincoln
LA-SBW0161-007	NORMA JACKSON WOODARD	WHELESS INDUSTRIES INC		9/4/1984	501	207		LA	Lincoln
LA-SBW0161-008	PEARLIE MAE J CAMPBELL	WHELESS INDUSTRIES INC		1/7/1985	519	182		LA	Lincoln
LA-SBW0162-001	JAVA HARRIS JACKSON	WHELESS INDUSTRIES INC		7/24/1984	501	212		LA	Lincoln
LA-SBW0162-002	GWENDOLYN SUTSON LOVELACE	WHELESS INDUSTRIES INC		9/4/1984	501	217		LA	Lincoln
LA-SBW0162-003	JAMESETTA SUTSON STEWART	WHELESS INDUSTRIES INC		8/31/1984	501	222		LA	Lincoln
LA-SBW0162-004	DIANNE SUTSON MCKINNEY	WHELESS INDUSTRIES INC		8/1/1984	502	114		LA	Lincoln
					501	227
					501	227
LA-SBW0163-001	CYNTHIA HAMLIN OZENE	WHELESS INDUSTRIES INC		8/9/1984	501	227		LA	Lincoln
					501	232
					501	232
LA-SBW0163-002	WILBERT C GARNER	WHELESS INDUSTRIES INC		8/6/1984	501	232		LA	Lincoln
					501	237
					501	237
LA-SBW0163-003	CHRISTINE BRIM FULLER	WHELESS INDUSTRIES INC		8/15/1984	501	237		LA	Lincoln
					501	242
LA-SBW0163-004	ICELIA REAMOR LAND ET VIR	WHELESS INDUSTRIES INC		8/2/1984	501	242		LA	Lincoln
					501	247
					501	247
LA-SBW0163-005	LAWRENCE E GARNER	WHELESS INDUSTRIES INC		8/2/1984	501	247		LA	Lincoln
					501	252
LA-SBW0163-006	BENOIT T REAMOR	WHELESS INDUSTRIES INC		8/6/1984	501	252		LA	Lincoln
					501	257
LA-SBW0163-007	WILLIE BURSON	WHELESS INDUSTRIES INC		8/6/1984	501	257		LA	Lincoln
					501	262
					501	262
LA-SBW0163-008	KATHRYN GARNER MANADIER	WHELESS INDUSTRIES INC		8/15/1984	501	262		LA	Lincoln
					501	63
					501	63
LA-SBW0163-009	ALBERT L GARNER	WHELESS INDUSTRIES INC		8/8/1984	501	63		LA	Lincoln
					501	68
					501	68
LA-SBW0163-010	MARY BRIM CAPERS	WHELESS INDUSTRIES INC		8/20/1984	501	68		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					501	73
					501	73
					501	73
LA-SBW0163-011	JEAN F OSBORNE ET VIR	WHELESS INDUSTRIES INC		8/6/1984	501	73		LA	Lincoln
					501	78
					501	78
LA-SBW0163-012	WILLIE MAE BRIM	WHELESS INDUSTRIES INC		8/28/1984	501	78		LA	Lincoln
					501	83
					501	83
LA-SBW0163-013	LUTHER HAMLIN JR	WHELESS INDUSTRIES INC		8/20/1984	501	83		LA	Lincoln
					501	88
					501	88
LA-SBW0163-014	CATHERINE BRIM WILSON	WHELESS INDUSTRIES INC		8/16/1984	501	88		LA	Lincoln
					501	93
LA-SBW0163-015	SAMUEL J WILLIAMS	WHELESS INDUSTRIES INC		8/9/1984	501	93		LA	Lincoln
					501	98
					501	98
LA-SBW0163-016	MILDRED BRIM BEAL	WHELESS INDUSTRIES INC		8/23/1984	501	98		LA	Lincoln
					501	103
LA-SBW0163-017	JOHNNIE B RAMSEY	WHELESS INDUSTRIES INC		8/15/1984	501	103		LA	Lincoln
					501	108
					501	108
LA-SBW0163-018	JAMES WILLIAMS BRIM	WHELESS INDUSTRIES INC		8/31/1984	501	108		LA	Lincoln
					501	113
					501	113
LA-SBW0163-019	DOROTHY BRIM BURR	WHELESS INDUSTRIES INC		8/23/1984	501	113		LA	Lincoln
					501	118
					501	118
LA-SBW0163-020	MELVIN BRIM	WHELESS INDUSTRIES INC		8/23/1984	501	118		LA	Lincoln
					501	123
LA-SBW0163-021	ALTHEA COLLIER MITCHELL	WHELESS INDUSTRIES INC		8/16/1984	501	123		LA	Lincoln
					501	128
LA-SBW0163-022	BEVERLY COLLIER CLAY	WHELESS INDUSTRIES INC		8/16/1984	501	128		LA	Lincoln
					502	105
LA-SBW0163-023	RALPH WAYNE COLLIER	WHELESS INDUSTRIES INC		8/16/1984	502	105		LA	Lincoln
					503	110
LA-SBW0163-024	MARVA COLLIER	WHELESS INDUSTRIES INC		8/16/1984	503	110		LA	Lincoln
					505	99
LA-SBW0163-025	REGINALD COLLIER	WHELESS INDUSTRIES INC		10/31/1984	505	99		LA	Lincoln
					505	104
					505	104
LA-SBW0163-026	WALTER STEVE BRIM	WHELESS INDUSTRIES INC		11/1/1984	505	104		LA	Lincoln
					505	109
					505	109
LA-SBW0163-027	MAXINE BRIM	WHELESS INDUSTRIES INC		11/1/1984	505	109		LA	Lincoln
					505	109
					505	258
LA-SBW0163-028	PATRICIA A BRIM FISHER	WHELESS INDUSTRIES INC		11/1/1984	505	258		LA	Lincoln
					516	65
					516	65
LA-SBW0163-029	JOHNETTE B BRIM	WHELESS INDUSTRIES INC		11/1/1984	516	65		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0164-001	T W AUBREY	WHELESS INDUSTRIES INC		5/23/1983	433	289		LA	Lincoln
LA-SBW0164-002	MATTIE LEE BERRY	WHELESS INDUSTRIES INC		5/26/1983	435	5		LA	Lincoln
LA-SBW0164-003	ESTELLA WALKER	WHELESS INDUSTRIES INC		5/26/1983	435	5		LA	Lincoln
LA-SBW0164-004	MAUDE WASHINGTON ET AL	WHELESS INDUSTRIES INC		5/23/1983	435	5		LA	Lincoln
LA-SBW0164-005	HENRY ALLEN WILSON	WHELESS INDUSTRIES INC		5/26/1983	435	5		LA	Lincoln
LA-SBW0165-000	B H HUMPHREY ET UX	WHELESS INDUSTRIES INC		5/24/1983	433	273		LA	Lincoln
LA-SBW0166-000	RUBY HARRIS BROWN ET AL	WHELESS INDUSTRIES INC		6/6/1983	434	337		LA	Lincoln
LA-SBW0167-000	CLIFTON H JACKSON ET UX	WHELESS INDUSTRIES INC		6/2/1983	434	345		LA	Lincoln
LA-SBW0168-000	CONNIE D COLE ET UX	WHELESS INDUSTRIES INC		5/26/1983	434	341		LA	Lincoln
LA-SBW0169-000	OPHELIA C AUSTIN	WHELESS INDUSTRIES INC		11/23/1982	417	320		LA	Lincoln
LA-SBW0170-001	AUBREY LAND ET AL	WHELESS INDUSTRIES INC		5/23/1983	433	70		LA	Lincoln
LA-SBW0170-002	JULIA F PAYNE	WHELESS INDUSTRIES INC		5/23/1983	433	285		LA	Lincoln
LA-SBW0170-003	ROBERT FRAZIER	WHELESS INDUSTRIES INC		5/23/1983	433	281		LA	Lincoln
LA-SBW0170-004	LEVESTER LAND	WHELESS INDUSTRIES INC		5/24/1983	433	265		LA	Lincoln
LA-SBW0170-005	VERA M TAYLOR, ADMIN	WHELESS INDUSTRIES INC		5/24/1983	435	9		LA	Lincoln
LA-SBW0170-006	LILLIE E MALONE GREEN	WHELESS INDUSTRIES INC		5/24/1983	435	13		LA	Lincoln
LA-SBW0170-007	CLYDE D STREET	WHELESS INDUSTRIES INC		6/9/1983	438	51		LA	Lincoln
					417	294
LA-SBW0171-001	CYNTHIA C RHONE ET VIR	WHELESS INDUSTRIES INC		11/23/1982	417	294		LA	Lincoln
					417	155
LA-SBW0171-002	CECELIA C PAGE ET VIR	WHELESS INDUSTRIES INC		11/23/1982	417	294		LA	Lincoln
					417	145
LA-SBW0171-003	JAMES M CORNWELL ET UX	WHELESS INDUSTRIES INC		11/23/1982	417	145		LA	Lincoln
					417	150
LA-SBW0171-004	HAROLD CORNWELL ET UX	WHELESS INDUSTRIES INC		11/22/1982	417	150		LA	Lincoln
LA-SBW0171-005	LAVERNE C BURKS	WHELESS INDUSTRIES INC		12/20/1982	417	263		LA	Lincoln
LA-SBW0171-006	ALVERN BELTON	WHELESS INDUSTRIES INC		12/8/1982	417	268		LA	Lincoln
					421	106
LA-SBW0171-007	ROBERT C CORNWELL ET UX	WHELESS INDUSTRIES INC		2/3/1983	421	106		LA	Lincoln
LA-SBW0171-008	DENNIS CORNWELL	WHELESS INDUSTRIES INC		5/24/1983	433	80		LA	Lincoln
LA-SBW0171-009	MABEL MCLAUGHLIN	WHELESS INDUSTRIES INC		5/19/1983	433	293		LA	Lincoln
LA-SBW0172-000	WILLIE COLVIN SCOTT ET UX ROSIE CANDLER SCOTT	WHELESS INDUSTRIES INC		5/25/1983	433	269		LA	Lincoln
LA-SBW0173-000	GEORGIA CARTER SCOTT	WHELESS INDUSTRIES INC		5/25/1983	433	269		LA	Lincoln
LA-SBW0174-000	LIBERTY HILL BAPTIST ASSOCIATION, INC	WHELESS INDUSTRIES INC		10/23/1984	501	137		LA	Lincoln
LA-SBW0175-000	THEODIS WILLIAMS ET UX ELAINE WILLIAMS	WHELESS INDUSTRIES INC		11/1/1984	501	142		LA	Lincoln
LA-SBW0176-001	BILLIE ADAMS, JR	WHELESS INDUSTRIES INC		10/3/1984	501	146		LA	Lincoln
LA-SBW0176-002	GRACIE ADAMS WATSON	WHELESS INDUSTRIES INC		10/3/1984	501	151		LA	Lincoln
LA-SBW0176-003	LORENE ADAMS TAYLOR	WHELESS INDUSTRIES INC		11/16/1984	502	119		LA	Lincoln
LA-SBW0176-004	AZZIE LEE ADAMS PARKS	WHELESS INDUSTRIES INC		11/23/1984	502	124		LA	Lincoln
LA-SBW0176-005	AZZIE LEE ADAMS PARKS	WHELESS INDUSTRIES INC		11/16/1984	502	129		LA	Lincoln
LA-SBW0176-006	BOYD ADAMS	WHELESS INDUSTRIES INC		11/23/1984	502	135		LA	Lincoln
LA-SBW0176-007	CLEOPHAS ADAMS	WHELESS INDUSTRIES INC		12/4/1984	507	130		LA	Lincoln
LA-SBW0176-008	CLARENCE ADAMS	WHELESS INDUSTRIES INC		10/31/1984	511	239		LA	Lincoln
LA-SBW0176-009	PRINCE ADAMS	WHELESS INDUSTRIES INC		1/24/1985	516	218		LA	Lincoln
LA-SBW0176-010	CHARLES T ADAMS	WHELESS INDUSTRIES INC		1/15/1985	516	223		LA	Lincoln
LA-SBW0177-000	CLARENCE TAYLOR ET UX	WHELESS INDUSTRIES INC		11/16/1984	502	110		LA	Lincoln
LA-SBW0178-000	IRMA G MCHENRY, AGENT & AIF FOR	WHELESS INDUSTRIES INC		12/7/1984	503	234		LA	Lincoln
LA-SBW0179-000	AUBREY LAND ET UX ICELIA REAMOR LAND	WHELESS INDUSTRIES INC		12/11/1984	505	94		LA	Lincoln
LA-SBW0180-000	ANTHONY J JONES, II ET UX	WHELESS INDUSTRIES INC		10/28/1982	405	193		LA	Lincoln
LA-SBW0181-000	EULA JACKSON	WHELESS INDUSTRIES INC		11/9/1982	418	56		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0182-001	LOUVENIA CHARLES WILLIAMS	WHELESS INDUSTRIES INC		2/6/1985	516	61		LA	Lincoln
LA-SBW0182-002	ANNA MAE JACKSON	WHELESS INDUSTRIES INC		10/29/1986	600	320		LA	Lincoln
LA-SBW0182-003	VESTA WILLIAMS GANT	WHELESS INDUSTRIES INC		10/29/1986	603	327		LA	Lincoln
LA-SBW0183-001	MARY ELLEN LEWIS	WHELESS INDUSTRIES INC		1/28/1985	518	180		LA	Lincoln
LA-SBW0183-002	CLIFTON JACKSON	TXO PRODUCTION COMPANY		7/5/1984	485	93		LA	Lincoln
LA-SBW0183-003	ANDREW JACKSON	TXO PRODUCTION COMPANY		7/5/1984	485	97		LA	Lincoln
LA-SBW0183-004	MAGNOLIA BENNETT RENTZ	TXO PRODUCTION COMPANY		7/5/1984	486	21		LA	Lincoln
LA-SBW0183-005	NICEY BENNETT GRIFFIN	TXO PRODUCTION COMPANY		7/5/1984	486	25		LA	Lincoln
LA-SBW0183-006	ETHILENE Y CARTER ET AL	TXO PRODUCTION COMPANY		7/8/1984	487	80		LA	Lincoln
LA-SBW0183-007	PUELLA GILES	TXO PRODUCTION COMPANY		7/5/1984	487	84		LA	Lincoln
LA-SBW0183-008	PAUL L YOUNGER	TXO PRODUCTION COMPANY		7/8/1984	490	97		LA	Lincoln
LA-SBW0184-001	ALLEEN KING CAREY, INDIVIDUALLY AND AS	WHELESS INDUSTRIES INC		1/9/1987	614	146		LA	Lincoln
LA-SBW0185-000	L D MOORE ET UX SHIRLEY M MOORE	WHELESS INDUSTRIES INC		2/7/1985	516	49		LA	Lincoln
LA-SBW0186-000	LORENE LEWIS FRANKLIN	WHELESS INDUSTRIES INC		10/19/1982	405	189		LA	Lincoln
LA-SBW0187-000	LEATHA LEWIS WILSON ET VIR	WHELESS INDUSTRIES INC		10/19/1982	406	152		LA	Lincoln
LA-SBW0188-000	JULIA JACKSON	WHELESS INDUSTRIES INC		5/25/1983	433	75		LA	Lincoln
LA-SBW0189-000	WILLIE GENE JACKSON	WHELESS INDUSTRIES INC		12/7/1982	417	329		LA	Lincoln
LA-SBW0190-000	LEROY BURKS ET UX	WHELESS INDUSTRIES INC		11/15/1982	417	93		LA	Lincoln
LA-SBW0191-000	MOUNT ZION BAPTIST CHURCH	WHELESS INDUSTRIES INC		12/5/1982	417	341		LA	Lincoln
LA-SBW0192-000	IDA V LEE	WHELESS INDUSTRIES INC		8/24/1984	501	133		LA	Lincoln
LA-SBW0193-000	REVIE F WILLIAMS ET AL	WHELESS INDUSTRIES INC		7/8/1983	445	104		LA	Lincoln
LA-SBW0194-000	L C LEWIS ET UX	WHELESS INDUSTRIES INC		10/14/1982	403	292		LA	Lincoln
LA-SBW0195-000	SENTELIA ISAAC LEWIS	WHELESS INDUSTRIES INC		10/14/1982	403	296		LA	Lincoln
LA-SBW0196-001	JOHN T JACKSON, JR	WHELESS INDUSTRIES INC		11/22/1982	418	25		LA	Lincoln
LA-SBW0196-002	MINNIE J BETTERS ET VIR	WHELESS INDUSTRIES INC		12/1/1982	417	80		LA	Lincoln
LA-SBW0197-000	STEVEN BOLT SUMRALL	INDIGO MINERALS LLC		12/5/2008	1264	509	F101312	LA	Lincoln
LA-SBW0198-000	STEVEN THOMAS CRANFORD SR	INDIGO MINERALS LLC		11/20/2008	1263	600	F100985	LA	Lincoln
LA-SBW0199-000	THE KANSAS CITY SOUTHERN RAILWAY COMPANY	INDIGO MINERALS LLC		3/9/2009	1269	523	F103436	LA	Lincoln
LA-SBW0200-001	JOYCE DIANE SMITH ROAN	TENSAS DELTA EXPLORATION COMPANY LLC		11/21/2005	1192	477	F72680	LA	Lincoln
LA-SBW0200-002	BILLY GENE SMITH	TENSAS DELTA EXPLORATION COMPANY LLC		11/21/2005	1192	480	F72681	LA	Lincoln
LA-SBW0201-000	WPS INDUSTRIES INC	TENSAS DELTA EXPLORATION COMPANY LLC		1/31/2006	1193	244	F73048	LA	Lincoln
LA-SBW0202-000	HARRY LEE JONES ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		12/1/2005	1192	483	F72682	LA	Lincoln
LA-SBW0203-001	NELWYN BELL GRIFFIN	TENSAS DELTA EXPLORATION COMPANY LLC		12/10/2005	1192	486	F72683	LA	Lincoln
LA-SBW0203-002	DANNY LEE BELL	TENSAS DELTA EXPLORATION COMPANY LLC		12/10/2005	1192	489	F72684	LA	Lincoln
LA-SBW0204-000	THE KANSAS CITY SOUTHERN RAILWAY COMPANY	TENSAS DELTA EXPLORATION COMPANY LLC		11/4/2005	1192	466	F72679	LA	Lincoln
LA-SBW0205-000	WILLIAM W SMITH III ET UX	TENSAS DELTA EXPLORATIONS COMPANY LLC		4/13/2006			F73858	LA	Lincoln
LA-SBW0206-000	WEYERHAEUSER COMPANY	TENSAS DELTA EXPLORATION COMPANY LLC		4/6/2006	1195	708	F74117	LA	Lincoln
LA-SBW0207-000	FAZAL ENTERPRISES INC	TENSAS DELTA EXPLORATION COMPANY LLC		4/13/2006	1195	814	F74192	LA	Lincoln
LA-SBW0208-000	JERRY LEN WHITE ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		4/27/2006	1196	109	F74256	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0209-000	HERBERT LEE HOLLAND	TENSAS DELTA EXPLORATION COMPANY LLC		5/1/2006	1196	106	F74255	LA	Lincoln
					1197	354	F74865
LA-SBW0210-000	HOMER ALLEN BRASHEAR	TENSAS DELTA EXPLORATION COMPANY LLC		5/12/2006			F74865	LA	Lincoln
LA-SBW0211-000	TRB HOUSING LLC	TENSAS DELTA EXPLORATION COMPANY LLC		5/15/2006	1197	363	F74868	LA	Lincoln
LA-SBW0212-000	JOSEPH N REED ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		5/18/2006	1197	360	F74867	LA	Lincoln
					1197	357	F74866
LA-SBW0213-001	JIMMY CHOATE	TENSAS DELTA EXPLORATION COMPANY LLC		5/15/2006			F74866	LA	Lincoln
					1197	348	F74863
LA-SBW0213-002	LINDA BOUNDS CHOATE	TENSAS DELTA EXPLORATION COMPANY LLC		5/15/2006			F74863	LA	Lincoln
LA-SBW0213-003	CHARLES CHOATE JR ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		3/1/2007	1217	522	F83024	LA	Lincoln
LA-SBW0214-000	ALICE BOWERS CHOATE	TENSAS DELTA EXPLORATION COMPANY LLC		5/15/2006	1197	351	F74864	LA	Lincoln
LA-SBW0215-000	ROCKY VALLEY MISSIONARY BAPTIST CHURCH	TENSAS DELTA EXPLORATION COMPANY LLC		5/28/2006	1198	431	F75387	LA	Lincoln
LA-SBW0216-000	JOHN ROBERT CHERRY ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		5/12/2006	1198	436	F75388	LA	Lincoln
LA-SBW0217-000	MICHAEL JOE MCDANIEL ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		5/28/2009	1198	439	F75389	LA	Lincoln
LA-SBW0218-000	THOMAS JEFFERSON NAPPER ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		8/11/2006	1202	553	F77256	LA	Lincoln
LA-SBW0219-000	ROBERT EMMETT BEST	TENSAS DELTA EXPLORATION COMPANY LLC		9/11/2006	1205	335	F78530	LA	Lincoln
LA-SBW0220-000	M & S GRINDING SERVICE, LLC	TENSAS DELTA EXPLORATION COMPANY LLC		9/12/2006	1204	734	F78267	LA	Lincoln
LA-SBW0221-000	SAINT GOBAIN CONTAINERS INC	TENSAS DELTA EXPLORATION COMPANY LLC		8/31/2006	1205	653	F78739	LA	Lincoln
LA-SBW0222-000	BARRY REGINALD CANTERBURY ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		10/19/2006	1206	237	F78916	LA	Lincoln
LA-SBW0223-000	DON DURRETT ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		10/19/2006	1206	234	F78915	LA	Lincoln
LA-SBW0224-000	MICHAEL BRIAN CANTERBURY	TENSAS DELTA EXPLORATION COMPANY LLC		11/3/2006	1207	18	F79226	LA	Lincoln
LA-SBW0225-000	LONNIE KIMBRELL ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		10/26/2006	1207	15	F79225	LA	Lincoln
LA-SBW0226-000	MARY ANN NAPPER COLE	KCS RESOURCES INC		12/6/2004	1169	426	F61574	LA	Lincoln
LA-SBW0227-000	MARGARET BURT MADDEN ET AL	KCS RESOURCES INC		11/26/2004	1169	428	F61575	LA	Lincoln
LA-SBW0228-001	CHARLES DAVID MOSHINSKIE	KCS MEDALLION RESOURCES INC		11/9/2001	1127	460	F35075	LA	Lincoln
LA-SBW0228-002	JAMES FRANCIS MOSHINSKIE	KCS MEDALLION RESOURCES INC		11/9/2001	1127	474	35080	LA	Lincoln
					1167	166	F60331
LA-SBW0229-001	ODIS ARNOLD MATTHEWS ET AL	HOOD PETROLEUM INC		11/23/2004	1167	166	060331	LA	Lincoln
LA-SBW0230-001	KEITH HAROLD RATCLIFF ET UX	HOOD PETROLEUM INC		11/30/2004	1167	469	F60493	LA	Lincoln
					1187	020	F70209
					1187	022	F70209
LA-SBW0231-001	RICHARD KEITH CANTERBURY ET UX	PETROHOOD CORPORATION		11/18/2005	1187	022	F70209	LA	Lincoln
					1189	240	F71317
					1189	242	F71317
LA-SBW0231-002	DURRETT CONSTRUCTION COMPANY INC ET AL	PETROHOOD CORPORATION		11/18/2005	1189	242	F71317	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0232-001	AUBREY L RICHARDSON ET UX	PETROHOOD CORPORATION		2/15/2006	1192	229	F72542	LA	Lincoln
LA-SBW0233-000	PULPWOOD PRODUCERS INC	COWGILL & ASSOCIATES LLC		12/28/2001	1128	465	35787	LA	Lincoln
LA-SBW0234-000	CHARLES THOMAS DURRETT ET UX	COWGILL & ASSOCIATES LLC		12/31/2001	1128	424	35773	LA	Lincoln
LA-SBW0235-000	JAMES MONROE SIMS	COWGILL & ASSOCIATES LLC		12/31/2001	1128	427	35774	LA	Lincoln
LA-SBW0236-000	BOBBY JAMES CONVILLE ET UX	COWGILL & ASSOCIATES LLC		1/3/2002	1128	430	35775	LA	Lincoln
LA-SBW0237-000	KILPATRICK INVESTMENTS INC	COWGILL & ASSOCIATES LLC		1/7/2002	1128	438	35778	LA	Lincoln
LA-SBW0238-000	LARRY EUGENE WALDRON ET UX	COWGILL & ASSOCIATES LLC		1/10/2002	1128	433	35776	LA	Lincoln
LA-SBW0239-000	WILLIAM BURETT SIMMS ET UX	COWGILL & ASSOCIATES LLC		1/16/2002	1128	436	35777	LA	Lincoln
LA-SBW0240-000	LOUIS LEMUEL LEE ET UX	COWGILL & ASSOCIATES LLC		1/21/2002	1128	446	35780	LA	Lincoln
LA-SBW0241-000	THOMAS WAYNE UPSHAW ET UX	COWGILL & ASSOCIATES LLC		1/15/2002	1128	444	35779	LA	Lincoln
LA-SBW0242-000	JAMES LYNN NEWSOM ET UX	COWGILL & ASSOCIATES LLC		4/11/2002	1133	26	38687	LA	Lincoln
LA-SBW0243-000	HAROLD W LUNDY ET UX	COWGILL & ASSOCIATES LLC		2/7/2002	1134	307	39580	LA	Lincoln
LA-SBW0244-000	JOHN D BARABIN JR	INDIGO MINERALS LLC		3/17/2009	1270	119	F103698	LA	Lincoln
LA-SBW0245-000	C A REEVES ET UX	WHELESS INDUSTRIES INC		5/9/1989	708	88	E34939	LA	Lincoln
LA-SBW0246-000	STEPHEN L YEICH ET UX	WHELESS INDUSTRIES INC		5/9/1989	708	100	E34941	LA	Lincoln
LA-SBW0247-000	CTC MINERALS, INC	WHELESS INDUSTRIES INC		6/14/1989	708	111	E34943	LA	Lincoln
LA-SBW0248-000	BUTLER REAL ESTATE & CONSTRUCTION INC ET AL	WHELESS INDUSTRIES INC		5/9/1989	708	105	E34942	LA	Lincoln
LA-SBW0249-000	WILLIAMETTE INDUSTRIES, INC	WHELESS INDUSTRIES INC		7/18/1989	708	117	E34944	LA	Lincoln
LA-SBW0250-000	BALL-INCON GLASS PKG CORP	WHELESS INDUSTRIES INC		6/8/1989	708	94	E34940	LA	Lincoln
LA-SBW0251-000	LINCOLN PARISH POLICE JURY (#13594)	WHELESS INDUSTRIES INC		9/13/1989	711	107	E35440	LA	Lincoln
LA-SBW0252-000	STATE OF LOUISIANA 13582	WHELESS INDUSTRIES INC		9/13/1989	711	122	E35441	LA	Lincoln
LA-SBW0253-001	JOHNNIE B CRAWFORD GOREE	WHELESS INDUSTRIES INC		11/19/1982	418	163	D47150	LA	Lincoln
LA-SBW0253-002	BH HUMPHREY ET UX	WHELESS INDUSTRIES INC		11/9/1982	417	111	D47061	LA	Lincoln
LA-SBW0254-001	IRA G WALKER	WHELESS INDUSTRIES INC		11/9/1982	454	128	D52818	LA	Lincoln
LA-SBW0254-002	EMMETT J WALKER	WHELESS INDUSTRIES INC		11/11/1982	417	278	D47098	LA	Lincoln
LA-SBW0254-003	ELDRED B WALKER TOSTON	WHELESS INDUSTRIES INC		11/9/1982	417	76	D47053	LA	Lincoln
LA-SBW0254-004	ALICE GOREE WALKER	WHELESS INDUSTRIES INC		11/11/1982	418	104	D47137	LA	Lincoln
LA-SBW0254-005	WILLIE MAE WALKER MOORE	WHELESS INDUSTRIES INC		11/11/1982	418	88	D47133	LA	Lincoln
LA-SBW0254-006	HERBERT R WALKER	WHELESS INDUSTRIES INC		11/9/1982	417	286	D47100	LA	Lincoln
LA-SBW0254-007	LEROY WALKER	WHELESS INDUSTRIES INC		11/9/1982	418	96	D47135	LA	Lincoln
LA-SBW0255-001	LINCOLN PARISH POLICE JURY	WHELESS INDUSTRIES INC		11/10/1982	408	66	D45803	LA	Lincoln
LA-SBW0255-002	FIBREBOARD CORPORATION	WHELESS INDUSTRIES INC		11/18/1982	416	16	D46909	LA	Lincoln
LA-SBW0256-000	SIDNEY BRANCH ET UX	WHELESS INDUSTRIES INC		10/15/1982	454	8	D52761	LA	Lincoln
LA-SBW0257-000	AUBREY LAND ET UX	WHELESS INDUSTRIES INC		10/29/1982	418	127	D47142	LA	Lincoln
LA-SBW0258-000	NEVADA JENSON HILL	WHELESS INDUSTRIES INC		5/19/1983	433	85	D49330	LA	Lincoln
LA-SBW0259-000	ROSETTA J BOWDEN	WHELESS INDUSTRIES INC		7/23/1984	501	156	E2842	LA	Lincoln
					503	115	E3088
LA-SBW0260-001	PINKIE PUELLA GILES	WHELESS INDUSTRIES INC		11/29/1984	503	115	E3088	LA	Lincoln
LA-SBW0260-002	MOUNT ZION BAPTIST CHURCH OF GRAMBLING	WHELESS INDUSTRIES INC		1/23/1985	516	54	E4614	LA	Lincoln
LA-SBW0261-000	STEVEN THOMAS CRANFORD	INDIGO MINERALS LLC		3/14/2008	1244	660	F93965	LA	Lincoln
					1261	674	F100231
LA-SBW0262-001	ALEX T HUNT JR ET AL	INDIGO MINERALS LLC		7/18/2008	1261	674	F100231	LA	Lincoln
					1261	670	F100230
LA-SBW0262-002	VIRGIL DAVIS HUNT JR ET AL	INDIGO MINERALS LLC		7/18/2008	1261	670	F100230	LA	Lincoln
					1261	702	F100240
LA-SBW0262-003	MARGARET STACY SOUR	INDIGO MINERALS LLC		7/18/2008	1261	702	F100240	LA	Lincoln
					1261	699	F100239
LA-SBW0262-004	LISA KRONER MILLER	INDIGO MINERALS LLC		7/18/2008	1261	699	F100239	LA	Lincoln
					1261	696	F100238
LA-SBW0262-005	ROBERT HODGE TURBEVILLE	INDIGO MINERALS LLC		7/18/2008	1261	696	F100238	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1261	693	F100237
LA-SBW0262-006	JOHN M SOUR	INDIGO MINERALS LLC		7/18/2008	1261	693	F100237	LA	Lincoln
					1261	690	F100236
LA-SBW0262-007	JULIA KRONER ADAMS	INDIGO MINERALS LLC		7/18/2008	1261	690	F100236	LA	Lincoln
					1261	687	F100235
LA-SBW0262-008	EDWIN W SOUR	INDIGO MINERALS LLC		7/18/2008	1261	687	F100235	LA	Lincoln
					1261	684	F100234
LA-SBW0262-009	MARY JAYNE TURBEVILLE FOGERTY	INDIGO MINERALS LLC		7/18/2008	1261	684	F100234	LA	Lincoln
					1261	677	F100232
LA-SBW0262-010	ANN TURBEVILLE CAMPBELL	INDIGO MINERALS LLC		7/18/2008	1261	677	F100232	LA	Lincoln
					1261	680	F100233
LA-SBW0262-011	DARNELL HOLDINGS, LLC	INDIGO MINERALS LLC		7/18/2008	1261	680	F100233	LA	Lincoln
LA-SBW0264-001	DENNIS DAVID OBANION	STEVEN B SUMRALL		12/13/2008	1265	343	F101636	LA	Lincoln
LA-SBW0264-002	NELWYN ANN OBANION BIRCH	STEVEN B SUMRALL		12/22/2008	1264	812	F101485	LA	Lincoln
LA-SBW0264-003	NORMCRIEF INC	STEVEN B SUMRALL		7/16/2009	1274	479	F105855	LA	Lincoln
LA-SBW0265-000	LOUISIANA MINERALS LTD	PETROHOOD CORPORATION		11/11/2008	1263	530	F100945	LA	Lincoln
LA-SBW0266-000	LARRY D KENT ET UX	INDIGO MINERALS LLC		3/30/2010	1283	864	F110318	LA	Lincoln
LA-SBW0269-000	FREDERICK RAY CARTER ET UX	INDIGO MINERALS LLC		11/9/2011	1309	283	F122012	LA	Lincoln
LA-SBW0270-000	WILLIAM RAY HARRIS ET UX	INDIGO MINERALS LLC		11/10/2011	1309	279	F122010	LA	Lincoln
LA-SBW0271-000	JAMES CURTIS ODOM ET UX	INDIGO MINERALS LLC		11/9/2011	1309	281	F122011	LA	Lincoln
LA-SBW0272-000	JOAN SALLY CRAWFORD BARNES	INDIGO MINERALS LLC		12/6/2011	1311	580	F123156	LA	Lincoln
LA-SBW0273-000	CLAUDE ALWYN DURRETT JR	INDIGO MINERALS LLC		12/17/2011	1311	577	F123155	LA	Lincoln
LA-SBW0274-000	VIOLET GOHMAN FLETCHER	INDIGO MINERALS LLC		12/14/2011	1311	571	F123153	LA	Lincoln
LA-SBW0275-000	COLUMBUS CLAYTON PICKETT JR ET UX	INDIGO MINERALS LLC		11/21/2011	1311	573	F123154	LA	Lincoln
LA-SBW0276-000	TERRY LYNNE TUMINELLO COLEMAN	INDIGO MINERALS LLC		11/17/2011	1311	552	F123145	LA	Lincoln
LA-SBW0277-000	JAMES ROBERT FERGUSON ET UX	INDIGO MINERALS LLC		11/9/2011	1311	550	F123144	LA	Lincoln
LA-SBW0278-000	MYRTLE JUANITA WILLIAMS COLVIN	INDIGO MINERALS LLC		11/10/2011	1311	554	F123146	LA	Lincoln
LA-SBW0279-000	RONALD JEFFERY MADDEN	INDIGO MINERALS LLC		11/22/2011	1311	548	F123143	LA	Lincoln
LA-SBW0280-000	THOMAS WAYNE NEUROTH ET UX	INDIGO MINERALS LLC		12/8/2011	1311	566	F123151	LA	Lincoln
LA-SBW0281-000	FLOYD BLANCHARD ODOM ET UX	INDIGO MINERALS LLC		11/30/2011	1311	559	F123148	LA	Lincoln
LA-SBW0282-000	CHARLES WOODS ET UX	INDIGO MINERALS LLC		11/30/2011	1311	563	F123150	LA	Lincoln
LA-SBW0283-000	BRENDA CRIPPS YOUNG	INDIGO MINERALS LLC		12/2/2011	1311	561	F123149	LA	Lincoln
LA-SBW0285-001	WILLIAM THOMAS BURT	INDIGO MINERALS LLC		1/11/2012	1311	530	F123138	LA	Lincoln
LA-SBW0285-002	ROBERT EMMETT BURT, III	INDIGO MINERALS LLC		1/11/2012	1311	541	F123141	LA	Lincoln
LA-SBW0285-003	JOAN MARIE BURT EDINGER	INDIGO MINERALS LLC		1/11/2012	1311	537	F123140	LA	Lincoln
LA-SBW0286-001	DANNY LEE BELL	INDIGO MINERALS LLC		12/14/2011	1311	545	F123142	LA	Lincoln
LA-SBW0286-002	BOBBY JOE BELL	INDIGO MINERALS LLC		1/9/2012	1311	517	F123134	LA	Lincoln
LA-SBW0286-003	NELWYN BELL GRIFFIN	INDIGO MINERALS LLC		12/19/2011	1311	582	F123157	LA	Lincoln
LA-SBW0286-004	JEANANNE CANTERBURY MIGALA	INDIGO MINERALS LLC		12/19/2011	1311	568	F123152	LA	Lincoln
LA-SBW0286-005	JAMES REX BELL	INDIGO MINERALS LLC		12/16/2011	1311	556	F123147	LA	Lincoln
LA-SBW0287-001	CLAUDE ALWYN DURRETT JR	INDIGO MINERALS LLC		12/24/2011	1311	527	F123137	LA	Lincoln
LA-SBW0288-000	JOHN E FINCH JR ET UX	INDIGO MINERALS LLC		1/24/2012	1311	524	F123136	LA	Lincoln
LA-SBW0289-000	BERTRAM HAYS JONES ET UX	INDIGO MINERALS LLC		1/11/2012	1311	520	F123135	LA	Lincoln
					1311	534	F123139
LA-SBW0290-001	RAGAN BURT MADDEN	INDIGO MINERALS LLC		1/12/2012				LA	Lincoln
					1311	511	F123132
LA-SBW0290-002	BETTY MADDEN HARRISON	INDIGO MINERALS LLC		1/23/2012				LA	Lincoln
					1311	514	F123133
LA-SBW0290-003	MARILYN MADDEN HILL	INDIGO MINERALS LLC		1/23/2012				LA	Lincoln
LA-SBW0291-000	JIMMY DALE CLEMENTS ET UX	INDIGO MINERALS LLC		1/13/2012	1311	508	F123131	LA	Lincoln
LA-SBW0292-000	DENNIS HAYS COLVIN	INDIGO MINERALS LLC		1/13/2012	1311	506	F123130	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SBW0293-000	JOHN ANTHONY WYNNE ET UX	INDIGO MINERALS LLC		1/13/2012	1311	504	F123129	LA	Lincoln
LA-SBW0294-000	RICHARD H CANTERBURY ET UX	INDIGO MINERALS LLC		2/27/2012	1313	412	F124070	LA	Lincoln
LA-SBW0295-000	WILLIAM RICHARD ROGERS ET UX	INDIGO MINERALS LLC		12/1/2011	1312	661	F123791	LA	Lincoln
LA-SBW0296-000	VILLAGE OF SIMSBORO	INDIGO MINERALS LLC		4/3/2012	1312	664	F123792	LA	Lincoln
LA-SBW0297-000	ALFONZA PERRY	HOOD GOLDSBERRY		1/13/1977	206	463		LA	Lincoln
LA-SBW0298-000	BOOKER T PERRY	HOOD GOLDSBERRY		1/13/1977	206	471		LA	Lincoln
LA-SBW0299-000	LOUIS FORD	PAR OIL CORPORATION		11/4/1976	204	530		LA	Lincoln
LA-SBW0300-000	NORMAN GENE PERRY	MINERAL RESOURCES COMPANY		2/15/1977	206	446		LA	Lincoln
LA-SBW0301-000	BEVERLY C MEEKS, AGENT AND AIF FOR	WILL-DRILL RESOURCES INC		7/28/2000	1098	249	F-22939	LA	Lincoln
LA-SBW0302-001	AVA H MORGAN	WILL-DRILL RESOURCES INC		8/18/2000	1102	46		LA	Lincoln
LA-SGC0009-000	P-B FARMS INC	HOOD PETROLEUM INC		2/17/2005	1176	636	1359 - 159 (C)	LA	Lincoln
LA-SGC0010-001	EDDIE RAY ALLEN	HOOD PETROLEUM INC		4/5/2005	1176	691	1390 - 104 (C)	LA	Lincoln
LA-SGC0010-002	LINDA ANN ALLEN	HOOD PETROLEUM INC		4/11/2005	1176	694	1390 - 107 (C)	LA	Lincoln
LA-SGC0010-003	DELLA ANN ALLEN DAVISON	HOOD PETROLEUM INC		4/5/2005	1176	697	1390 - 110 (C)	LA	Lincoln
LA-SGC0010-004	GEORGIA MAE ALLEN ARMSTRONG ET AL	HOOD PETROLEUM INC		4/11/2005	1176	700	1390 - 113 (C)	LA	Lincoln
					1176	609
LA-SGC0010-005	CLAUDE ALLEN JR	HOOD PETROLEUM INC		4/11/2005	1413	210	F65458	LA	Lincoln
LA-SGC0013-000	DONNA MARIE KING MCCONATHY	HOOD PETROLEUM, INC.		5/6/2005	1176	612	1359 - 156 (C)	LA	Lincoln
LA-SGC0014-000	KIMBERLY ANN PERRITT CRAIG	HOOD PETROLEUM INC		7/20/2005	1179	347	F66799	LA	Lincoln
LA-SGC0015-000	BENJAMIN HOWARD ET UX	HOOD PETROLEUM INC		7/11/2005	1179	353	F66801	LA	Lincoln
LA-SGC0016-000	JAMES E DAVIS	HOOD PETROLEUM INC		7/11/2005	1179	368	F66806	LA	Lincoln
LA-SGC0017-000	MARY ROBERSON CHESTER	CLAYTON WILLIAMS ENERGY INC		1/12/2007	1214	810	F81982	LA	Lincoln
LA-SGC0018-001	JENICE R BUCHANAN	CLAYTON WILLIAMS ENERGY INC		7/20/2007	1228	338	F87346	LA	Lincoln
LA-SGC0018-002	LUE R JACKSON	CLAYTON WILLIAMS ENERGY INC		7/20/2007	1228	335	F87345	LA	Lincoln
LA-SGC0018-003	JENNIFER R LAWSON	CLAYTON WILLIAMS ENERGY INC		7/20/2007	1228	758	F87582	LA	Lincoln
LA-SGC0018-004	LESTER ROBERSON	CLAYTON WILLIAMS ENERGY INC		7/30/2007	1228	755	F87581	LA	Lincoln
LA-SGC0018-005	MINNIE R SCOTT	CLAYTON WILLIAMS ENERGY INC		7/20/2007	1228	752	F87580	LA	Lincoln
LA-SGC0018-006	LENORA R PATTON	CLAYTON WILLIAMS ENERGY INC		7/30/2007	1229	215	F87710	LA	Lincoln
LA-SGC0018-007	JULIA R PATTON	CLAYTON WILLIAMS ENERGY INC		8/5/2007	1230	73	F88051	LA	Lincoln
					1176	688	F65484
LA-SGC0061-000	DONALD L ROBBINS ET UX	HOOD PETROLEUM INC		2/24/2005	1389	24	420115	LA	Lincoln
LA-SGC0078-001	J V KILPATRICK ET AL	MRS FALERA PALMER		2/11/1930	73	216	70463	LA	Lincoln
	KLARE EUGENIA THOMAS INDIVIDUALLY AND AS
	USUFRUCT IN SUCCESSION OF JOSEPH RICHARD				1305	294	F120149
LA-SMB0043-000	THOMAS SR ET AL	MINERAL VENTURES INC		8/25/2011	1305	294	F120149	LA	Lincoln
					1307	800	F121293
					1307	800	F121293
					1307	800	F121293
LA-SMB0044-001	VELMA S LEWIS ESTATE	MINERAL VENTURES INC		10/31/2011	1307	800	F121293	LA	Lincoln
LA-SMB0044-002	RYMAN MAY ET UX	MINERAL VENTURES INC		9/15/2011	1305	296	F120150	LA	Lincoln
					1307	810	F121298
					1307	810	F121298
					1307	810	F121298
LA-SMB0045-001	FREUDENDORF SISTERS LLC	MINERAL VENTURES INC.		11/2/2011	1307	810	F121298	LA	Lincoln
					1305	303	F120152
					1305	303	F120152
	THURMAN FAMILY LLC				1305	303	F120152
LA-SMB0045-002	WILLIAM C THURMON JR AS MANAGER	MINERAL VENTURES INC.		8/26/2011	1305	303	F120152	LA	Lincoln
					1305	301	F120151
LA-SMB0045-003	DAVID E GULLATT ET AL	MINERAL VENTURES INC		8/5/2011	1305	301	F120151	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	SUZANNE THURMON				1305	311	F120154
LA-SMB0045-004	PERRY D REED AS INDEPENDENT EXECUTOR	MINERAL VENTURES INC		9/7/2011	1305	311	F120154	LA	Lincoln
					1305	327	F120162
LA-SMB0045-005	JULES ZANG JOHNSON JR ET AL	MINERAL VENTURES INC		7/28/2011	1305	327	F120162	LA	Lincoln
					1306	249	F120561
LA-SMB0045-006	KARL COLE ET AL	MINERAL VENTURES INC		9/23/2011	1306	249	F120561	LA	Lincoln
LA-SMB0046-000	JAMES MICHAEL HAYS	MINERAL VENTURES INC		11/3/2011	1307	802	F121294	LA	Lincoln
					1305	333	F120165
LA-SMB0047-001	LAMAR FELTON TRAYLOR	MINERAL VENTURES INC		8/26/2011	1305	333	F120165	LA	Lincoln
	PATRICK ANDREW TRAYLOR INDIVIDUALLY AND AS
	POWER OF ATTORNEY FOR FREDERICK MICHAEL
LA-SMB0047-002	TRAYLOR AND AMY DENISE TRAYLOR	MINERAL VENTURES INC		11/2/2011	1307	812	F121299	LA	Lincoln
					1305	331	F120164
					1305	331	F120164
					1305	331	F120164
	JAMES DAVID HAYS INDIV AND AS AGENT FOR JULIE				1305	331	F120164
LA-SMB0048-001	WELLS HAYS ET AL	MINERAL VENTURES INC		8/29/2011	1305	331	F120164	LA	Lincoln
	DAVID MICHAEL HENRY DEALING WITH HIS SEPARATE
LA-SMB0049-001	PROPERTY	MINERAL VENTURES INC		10/18/2011	1307	817	F121300	LA	Lincoln
	LINDA GAYLE DOSS FOX DEALING HEREIN WITH HER				1305	325	F120161
LA-SMB0050-001	SEPARATE PROPERTY	MINERAL VENTURES INC		8/1/2011	1305	325	F120161	LA	Lincoln
	ARCHIE BURNS DOSS JR DEALNG HEREIN WITH HIS				1305	323	F120160
LA-SMB0050-002	SEPARATE PROPERTY	MINERAL VENTURES INC		7/8/2011	1305	323	F120160	LA	Lincoln
	SHERRIE KAY DOSS LANDRUM DEALING HEREIN WITH				1306	251	F120562
LA-SMB0050-003	HER SEPARATE PROPERTY	MINERAL VENTURES INC		8/1/2011	1306	251	F120562	LA	Lincoln
	CHUCK DAVEY DOSS DEALING HEREIN WITH HIS				1306	272	F120571
LA-SMB0050-004	SEPARATE PROPERTY	MINERAL VENTURES INC		10/9/2011	1306	272	F120571	LA	Lincoln
	SHELIA FAY DOSS RODEN DEALING HEREIN WITH HER				1306	253	F120563
LA-SMB0050-005	SEPARATE PROPERTY	MINERAL VENTURES INC		9/29/2011	1306	253	F120563	LA	Lincoln
	MICHAEL LANE DOSS DEALING HEREIN WITH HIS				1305	321	F120159
LA-SMB0050-006	SEPARATE PROPERTY	MINERAL VENTURES INC		8/8/2011	1305	321	F120159	LA	Lincoln
	EDDIE J BARNES SR DEALING HEREIN WITH HIS
LA-SMB0051-000	SEPARATE PROPERTY	MINERAL VENTURES INC		10/3/2011	1306	259	F120566	LA	Lincoln
	MARGARET FERNE BREWER MCDANIEL DEALING				1306	263	F120568
LA-SMB0052-000	HEREIN WITH HER SEPARATE PROPERTY	MINERAL VENTURES INC		10/14/2011	1306	263	F120568	LA	Lincoln
	CHARLES C MEEK DEALING HEREIN WITH HIS				1306	257	F120565
LA-SMB0053-001	SEPARATE PROPERTY	MINERAL VENTURES INC		7/28/2011	1306	257	F120565	LA	Lincoln
	THOMAS T MEEK DEALING HEREIN WITH HIS				1305	342	F120168
LA-SMB0053-002	SEPARATE PROPERTY	MINERAL VENTURES INC.		7/29/2011	1305	342	F120168	LA	Lincoln
	JULIA MEEK GAINEY DEALING HEREIN WITH HER				1305	344	F120169
LA-SMB0053-003	SEPARATE PROPERTY	MINERAL VENTURES INC		8/1/2011	1305	344	F120169	LA	Lincoln
LA-SMB0054-000	ALCIDE BOWIE ET UX	MINERAL VENTURES INC		8/23/2011	1305	319	F120158	LA	Lincoln
	RANDALL RAY HARRISON DEALING HEREIN WITH HIS				1305	340	F120167
LA-SMB0055-001	SEPARATE PROPERTY	MINERAL VENTURES INC		8/2/2011	1305	340	F120167	LA	Lincoln
	KAREN KAY HARRISON SCHNEIDER DEALING HEREIN
LA-SMB0055-002	WITH HER SEPARATE PROPERTY	MINERAL VENTURES INC		8/16/2011				LA	Lincoln
	TIMOTHY LEE HARRISON DEALING HEREIN WITH HIS
LA-SMB0055-003	SEPARATE PROPERTY	MINERAL VENTURES INC		8/13/2011	1305	335	F120166	LA	Lincoln
	LISA ANNE HARRISON MCCONATHY DEALING HEREIN				1305	329	F120163
LA-SMB0055-004	WITH HER SEPARATE PROPERTY	MINERAL VENTURES INC		9/26/2011	1305	329	F120163	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	VERONICA ELLIS DEALING WITH HER SEPARATE				1307	808	F121297
LA-SMB0056-000	PROPERTY	MINERAL VENTURES INC		11/11/2011	1307	808	F121297	LA	Lincoln
	FRANKE LIVING TRUST REPRESENTED BY EDWARD				1305	317	F120157
LA-SMB0057-001	WILLIAM AND GARNETT AUGUSTA FRANKE TRUSTEES	MINERAL VENTURES INC		8/31/2011	1305	317	F120157	LA	Lincoln
	SILVERTEEN WILLIAMS DEALING WITH HIS SEPARATE				1306	261	F120567
LA-SMB0057-002	PROPERTY	MINERAL VENTURES INC		10/7/2011	1306	261	F120567	LA	Lincoln
	ALBERT R DENNIS III DEALING WITH HIS SEPARATE				1307	823	F121303
LA-SMB0057-003	PROPERTY	MINERAL VENTURES INC		11/15/2011	1307	823	F121303	LA	Lincoln
	GERALDINE P JAMES DEALING HEREIN WITH HER				1307	804	F121295
LA-SMB0057-004	SEPARATE PROPERTY	MINERAL VENTURES INC		11/10/2011	1307	804	F121295	LA	Lincoln
	MICHAEL E ROBINSON DEALING HEREIN WITH HIS				1307	798	F121292
LA-SMB0057-005	SEPARATE PROPERTY	MINERAL VENTURES INC		11/8/2011	1307	798	F121292	LA	Lincoln
LA-SMB0057-006	LINDA PICKERING ELISAIA DEALING HEREIN WITH HER SEPARATE PROPERTY	MINERAL VENTURES INC		8/26/2011	1305	315	F120156	LA	Lincoln
	FRED HEARN JR DEALING HEREIN WITH HIS SEPARATE				1306	265	F120569
LA-SMB0057-007	PROPERTY	MINERAL VENTURES INC		10/13/2011	1306	265	F120569	LA	Lincoln
	AUSTRIAL HEARN DEALING HEREIN WITH HER				1306	255	F120564
LA-SMB0057-008	SEPARATE PROPERTY	MINERAL VENTURES INC		9/28/2011	1306	255	F120564	LA	Lincoln
	MARY SMITH DEALING HEREIN WITH HER SEPARATE				1307	819	F121301
LA-SMB0057-009	PROPERTY	MINERAL VENTURES INC		10/31/2011	1307	819	F121301	LA	Lincoln
	LEE MARK HANNA DEALING HEREIN WITH HIS				1305	313	F120155
LA-SMB0058-000	SEPARATE PROPERTY	MINERAL VENTURES INC		8/16/2011	1305	313	F120155	LA	Lincoln
LA-SMB0059-000	CYNTHIA JOANN KING RYALS DEALING HEREIN WITH HER SEPARATE PROPERTY	MINERAL VENTURES INC		10/12/2011	1306	267	F120570	LA	Lincoln
LA-SMB0060-001	ARKANSAS LOUISIANA GAS COMPANY	PAN-AM SOUTHERN CORP ET AL		4/4/1951	58	561	105756	LA	Lincoln
LA-SMB0060-002	CAROLYN S BUFORD	PAN-AM SOUTHERN CORP ET AL		3/3/1951	57	439	104075	LA	Lincoln
LA-SMB0060-003	E G MOREHEAD	PAN-AM SOUTHERN CORP ET AL		2/23/1951	57	435	104074	LA	Lincoln
LA-SMB0060-004	CASE-POMEROY OIL CORP	PAN-AM SOUTHERN CORP ET AL		2/23/1951	57	447	104077	LA	Lincoln
LA-SMB0060-005	MRS R F HASSELL ET AL	PAN-AM SOUTHERN CORP ET AL		2/24/1951	57	443	104076	LA	Lincoln
LA-SMB0060-006	MARACAIBO OIL EXPLOR CORP	PAN-AM SOUTHERN CORP ET AL		2/27/1951	57	451	104078	LA	Lincoln
LA-SMB0060-007	BURFORD OIL COMPANY ET AL	PAN-AM SOUTHERN CORP ET AL		2/27/1951	57	427	104072	LA	Lincoln
LA-SMB0060-008	ELISA BETH LACEY ROGERS	PAN-AM SOUTHERN CORP ET AL		2/23/1951	57	431	104073	LA	Lincoln
LA-SMB0061-000	JEFF DAVIS STREET	ABE B HARRIS		9/18/1950	54	413	N100058	LA	Lincoln
LA-SMB0062-000	TALMADGE BUTLER	ABE B HARRIS		9/16/1950	54	409	N-100056	LA	Lincoln
LA-SMB0063-000	OSCAR C CRAWFORD	ABE B HARRIS		9/20/1950	54	635	N-100653	LA	Lincoln
LA-SMB0064-001	CULLEN HINTON ET UX	ABE B HARRIS		11/30/1948	49	245	N-86479	LA	Lincoln
LA-SMB0065-001	MARY LIVINGSTON, ET AL	ABE B HARRIS		1/24/1949	49	253	N-86484	LA	Lincoln
LA-SMB0065-002	MARY BERNICE LIVINGSTON, ET AL	ABE B HARRIS		2/14/1949	49	256	N-86485	LA	Lincoln
LA-SMB0066-000	E G CARROLL	ABE B HARRIS		1/10/1949	49	251	N-86483	LA	Lincoln
LA-SMB0067-000	DONIE ELLIS NEE CRAWFORD	ABE B HARRIS		9/20/1950	55	1	N-100676	LA	Lincoln
LA-SMB0068-001	SUSIE WRIGHT, ET AL	ABE B HARRIS		9/28/1950	54	467	N-100199	LA	Lincoln
LA-SMB0068-002	DOROTHY MAE WIMBERLY, ET AL	ABE B HARRIS		9/28/1950	54	483	N-100259	LA	Lincoln
LA-SMB0068-003	PICCOLA WRIGHT MALONE, ET AL	ABE B HARRIS		9/28/1950	54	577	N-100461	LA	Lincoln
LA-SMB0068-004	CHARLIE LEE GIPSON, ET AL	ABE B HARRIS		9/28/1950			N-100726	LA	Lincoln
LA-SMB0068-005	EFFIE WRIGHT WILLIS	ABE B HARRIS		9/28/1950			N-100791	LA	Lincoln
LA-SMB0068-006	SAMUEL GIPSON	MURPHY CORPORATION		6/5/1958	63	74	C-12050	LA	Lincoln
LA-SMB0068-007	CASCILE GIPSON CARODINE, ETAL	MURPHY CORPORATION		6/5/1958	63		C-12049	LA	Lincoln
LA-SMB0068-008	OLA POWELL, INTERDICT	MURPHY CORPORATION		6/1/1957	56		C-5342	LA	Lincoln
LA-SMB0068-009	FELIX GIPSON ET AL	MURPHY OIL CORPORATION		4/21/1980	290	46	D-27689	LA	Lincoln
LA-SMB0069-000	FLEMING BUTLER	ABE B HARRIS		9/18/1950	55	39	100761	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SMB0070-000	R P GOREE	ABE B HARRIS		3/14/1951	58	159	N-104960	LA	Lincoln
LA-SMB0071-000	R L SUMLIN	MIDSTATES OIL CORPORATION		9/16/1950	54		N-100318	LA	Lincoln
LA-SMB0072-000	W J BELTON	ABE B HARRIS		11/29/1948	49	239	N-86475	LA	Lincoln
LA-SMB0073-000	CARL C BELTON	ABE B HARRIS		11/29/1948	49	241	N-86477	LA	Lincoln
LA-SMB0074-000	ROBERT PRENTISS BELTON	ABE B HARRIS		11/29/1948	49	243	N-86478	LA	Lincoln
LA-SMB0075-001	WILLIAM LAMAR LEE, INTERDICT	ABE B HARRIS		2/28/1949	49	326	N-86857	LA	Lincoln
LA-SMB0075-002	ROGER W LEE AND RAYMOND H LEE	ABE B HARRIS		12/15/1948	49	247	N-86481	LA	Lincoln
LA-SMB0076-000	WILLIAM LAMAR LEE, INTERDICT	ABE B HARRIS		2/28/1949	49	330	N-86858	LA	Lincoln
LA-SMB0077-000	JAMES B WATTS	ABE B HARRIS		4/2/1949	50	79	N-87751	LA	Lincoln
LA-SMB0078-000	OTO C SIMS	ABE B HARRIS		4/22/1949	50		N-88569	LA	Lincoln
LA-SMB0079-001	FLORENCE WEST ET AL	ABE B HARRIS		12/15/1948	51	171	N-91285	LA	Lincoln
LA-SMB0079-002	GORDON JACK WEST	ABE B HARRIS		6/21/1949	51	177	N-91288	LA	Lincoln
LA-SMB0079-003	INEZ W TAYLOR	ABE B HARRIS		5/30/1949	51	173	N-91286	LA	Lincoln
LA-SMB0079-004	ALLEN WEST	ABE B HARRIS		6/20/1949	51	175	N-91287	LA	Lincoln
LA-SMB0080-001	ROSIE MCCONATHY MCGUIRE ET AL	MURPHY CORPORATION		2/18/1953	64		N-118520	LA	Lincoln
LA-SMB0080-002	DAVID RICHARDSON	MURPHY CORPORATION		2/18/1953	65		N-119533	LA	Lincoln
LA-SMB0080-003	JOHN L MCGUIRE	MURPHY CORPORATION		2/17/1955	71		N-131017	LA	Lincoln
LA-SMB0081-000	PLEASANT HILL BAPTIST CHURCH	MURPHY CORPORATION		3/2/1953	65		N-118714	LA	Lincoln
LA-SMB0082-001	ELMER GRIGSBY ET AL	MURPHY CORPORATION		3/27/1953	66	325	N-120698	LA	Lincoln
LA-SMB0082-002	VIRGINIA GRIGSBY DURHAM ET AL	MURPHY CORPORATION		3/27/1953	66	330	N-120699	LA	Lincoln
LA-SMB0082-003	IVA GRIGSBY THOMPSON ET AL	MURPHY CORPORATION		3/27/1953	66		N-121624	LA	Lincoln
LA-SMB0082-004	JUANITA GRIGSBY CHESHIRE	MURPHY CORPORATION		8/11/1953	67	1	N-121658	LA	Lincoln
LA-SMB0082-005	VIRGINIA GRIGSBY GOODWIN	MURPHY CORPORATION		3/27/1953	67	117	N-121907	LA	Lincoln
					50	225	N-88309
LA-SMB0083-001	OLMSTEAD, W K, ET AL	ABE B HARRIS		4/7/1949	50	225	N-88309	LA	Lincoln
					51	376	N-92181
LA-SMB0083-002	BETTIE LYNN SCARBOROUGH ET AL	ABE B HARRIS		11/12/1949	51	376	N-92181	LA	Lincoln
LA-SMB0084-001	RA TANNER, CURATOR OF	HUNT OIL COMPANY		12/14/1949	51	513		LA	Lincoln
LA-SMB0084-002	FANNIE TANNER ANDERSON ET AL	HUNT OIL COMPANY		12/7/1948	48	47		LA	Lincoln
LA-SMB0085-001	CHARLES C BARHAM ET AL	MURPHY OIL CORPORATION		6/28/1974	178	57	C-89349	LA	Lincoln
LA-SMB0086-001	FERN PALMER LEWIS ET AL	MURPHY OIL CORPORATION		7/9/1974	178	61	C-89350	LA	Lincoln
LA-SMB0087-001	FANNIE MAE MITCHELL ROGERS	MURPHY OIL CORPORATION		7/17/1974	178	73	C-89353	LA	Lincoln
LA-SMB0087-002	MARTEL ELLIS MAYFIELD	MURPHY OIL CORPORATION		7/10/1974	178	65	C-89351	LA	Lincoln
LA-SMB0087-003	ANNIE LEE MITCHELL MAMON ET AL	MURPHY OIL CORPORATION		7/15/1974	178	69	C-89352	LA	Lincoln
LA-SMB0088-000	HERMAN G GIVENS ET AL	MURPHY CORPORATION		9/17/1952	63	149	N-116375	LA	Lincoln
					52	463	N-95766
LA-SMB0089-001	OWAISSA GIVENS	J I ROBERTS		2/28/1950	52	463	N-95766	LA	Lincoln
					52	283	N-94839
LA-SMB0089-002	ANNIE LOUISE GIVENS ET AL	J I ROBERTS		2/28/1950	52	283	N-94839	LA	Lincoln
					47	352	N-83146
LA-SMB0089-003	GIVENS, ANNIE LOUISE, ET AL	C H MURPHY JR		5/7/1948	47	352	N-83146	LA	Lincoln
					47	348	N-83145
LA-SMB0089-004	ANNIE LOUISE GIVENS ET AL	C H MURPHY JR		5/7/1948	47	348	N-83145	LA	Lincoln
					47	345	N-83144
LA-SMB0089-005	ANNIE LOUISE GIVENS ET AL	C H MURPHY JR		5/7/1948	47	345	N-83144	LA	Lincoln
LA-SMB0090-000	DOCIE LAND ET AL	ABE B HARRIS		12/6/1948	49	107	N-86003	LA	Lincoln
LA-SMB0091-001	ARKANSAS FUEL OIL CO	PAN-AM SOUTHERN CORP ET AL		7/10/1951	59		N-106895	LA	Lincoln
LA-SMB0092-000	ESME OB RUTLEDGE ET AL	ABE B HARRIS		12/9/1948	49	109	N-86004	LA	Lincoln
LA-SMB0093-000	JOHN WILLIS BARNETT ET AL	PENTAD ENERGY LLC		1/28/2005	1170	561	62205	LA	Lincoln
LA-SMB0094-001	PATRICK N FOX	PENTAD ENERGY LLC		1/18/2005	1171	507	62770	LA	Lincoln
LA-SMB0094-002	OLIVIA OLMSTEAD FOX OLIVER	PENTAD ENERGY LLC		1/18/2005	1170	558	62204	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SMB0094-003	E NORMAN DILLARD JR	PENTAD ENERGY LLC		1/18/2005	1170	555	62203	LA	Lincoln
LA-SMB0094-004	SANDRA JEAN STROTHER MCLEAN ET AL	PENTAD ENERGY LLC		1/18/2005	1170	552	62202	LA	Lincoln
LA-SMB0095-001	VIRGINIA GAHAGAN RAMSDELL ET VIR	TENSAS DELTA EXPLORATION COMPANY LLC		5/25/2005			F67775	LA	Lincoln
LA-SMB0095-002	LAWRENCE O GAHAGAN	TENSAS DELTA EXPLORATION COMPANY LLC		5/25/2005			F67769	LA	Lincoln
LA-SMB0096-001	FRANK M CORDARO ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		6/30/2005			F67784	LA	Lincoln
LA-SMB0096-002	MILDRED GOREE EVANS	TENSAS DELTA EXPLORATION COMPANY LLC		6/21/2005			F67768	LA	Lincoln
LA-SMB0096-003	ETTA GOREE DIXON	TENSAS DELTA EXPLORATION COMPANY LLC		6/27/2005			F67778	LA	Lincoln
LA-SMB0096-004	LINDA GOREE OLIVA	TENSAS DELTA EXPLORATION COMPANY LLC		6/27/2005			F67780	LA	Lincoln
LA-SMB0096-005	FOSTER CALVIN GOREE	TENSAS DELTA EXPLORATION COMPANY LLC		6/27/2005			F67766	LA	Lincoln
LA-SMB0096-006	LESTER LOUIS WALKER	TENSAS DELTA EXPLORATION COMPANY LLC		6/27/2005			F67781	LA	Lincoln
LA-SMB0096-007	KATHLEEN WALKER MORTON	TENSAS DELTA EXPLORATION COMPANY LLC		6/27/2005			F67779	LA	Lincoln
LA-SMB0097-001	ALYCE GENTRY HUMBLE IVIE	TENSAS DELTA EXPLORATION COMPANY LLC		6/7/2005			F67772	LA	Lincoln
LA-SMB0097-002	CHARLES THOMAS GENTRY	TENSAS DELTA EXPLORATION COMPANY LLC		6/13/2005			F67767	LA	Lincoln
LA-SMB0098-001	VICKIE MIKULIS HUDSON	TENSAS DELTA EXPLORATION COMPANY LLC		6/9/2005			F67783	LA	Lincoln
LA-SMB0099-001	ANCILLARY SUCCESSION OF KATHLEEN SHAW BRYANS & CHARLES COLEMAN BRYANS	TENSAS DELTA EXPLORATION COMPANY LLC		9/20/2005			F69153	LA	Lincoln
LA-SMB0100-001	MICHAEL ANDREW MIKULIS	TENSAS DELTA EXPLORATION COMPANY LLC		7/20/2005			F68866	LA	Lincoln
LA-SMB0101-001	OPAL DAVIS BAUER	TENSAS DELTA EXPLORATION COMPANY LLC		6/9/2005			F67773	LA	Lincoln
LA-SMB0101-002	ROWENA DAVIS LARSEN	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67771	LA	Lincoln
LA-SMB0101-003	RALPH A DAVIS, II	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67776	LA	Lincoln
LA-SMB0101-004	JOHN DAVIS	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67770	LA	Lincoln
LA-SMB0102-000	RUTH ELLEN JOHNSON SUMLIN LEE	TENSAS DELTA EXPLORATION COMPANY LLC		6/10/2005			F67774	LA	Lincoln
LA-SMB0103-000	JUDY JENKINS PRINGLE	TENSAS DELTA EXPLORATION COMPANY LLC		7/14/2005			F67765	LA	Lincoln
LA-SMB0104-000	BILLY JOE JOHNSON ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		7/16/2005	1185	187	F69563	LA	Lincoln
LA-SMB0105-001	ALLEN THORNBURGH	TENSAS DELTA EXPLORATION COMPANY LLC		1/23/2006	1192	241	F72550	LA	Lincoln
LA-SMB0106-001	CHARLOTTE SUMLIN CANTWELL	TENSAS DELTA EXPLORATION COMPANY LLC		1/15/2006	1192	243	F72551	LA	Lincoln
LA-SMB0106-002	WILLIAM R SUMLIN JR	TENSAS DELTA EXPLORATION COMPANY LLC		1/15/2006	1192	246	F72552	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SMB0107-001	KERRY N PARNELL	TENSAS DELTA EXPLORATION COMPANY LLC		1/10/2006			F72678	LA	Lincoln
LA-SMB0108-001	DAVID SMITH JR ET UX	TENSAS DELTA EXPLORATION COMPANY LLC		3/15/2006			F73417	LA	Lincoln
LA-SMB0109-001	ONEIDA HARRIS JACKSON ET AL	TENSAS DELTA EXPLORATION COMPANY LLC		3/21/2006			F73416	LA	Lincoln
LA-SMB0110-000	MICHAEL ANDREW MIKULIS	TENSAS DELTA EXPLORATION COMPANY LLC		4/20/2006			F74193	LA	Lincoln
LA-SMB0111-001	BANK ONE LOUISIANA MANAGED ASSETS	TENSAS DELTA EXPLORATION COMPANY LLC		3/15/2005			F73518	LA	Lincoln
LA-SMB0112-000	SHRINERS HOSPITAL FOR CHILDREN	COWGILL & ASSOCIATES LLC		7/1/2004	1163	357	F58001	LA	Lincoln
LA-SMB0113-000	THREE G PLANTATION, LLC	COWGILL & ASSOCIATES LLC		10/20/2004	1168	268	F60991	LA	Lincoln
LA-SMB0114-000	LOUISIANA MINERALS, LTD	COWGILL & ASSOCIATES LLC		5/10/2005	1175	491	F64855	LA	Lincoln
LA-SMB0115-000	THREE G PLANTATION, LLC	COWGILL & ASSOCIATES LLC		10/20/2004	1168	265	F60990	LA	Lincoln
LA-SMB0116-001	JOICE MANGHAM DUNN	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F68867	LA	Lincoln
LA-SMB0116-002	WILLIAM HARRIS, JR	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67762	LA	Lincoln
LA-SMB0116-003	WILLIAM S MANGHAM, JR	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67757	LA	Lincoln
LA-SMB0116-004	RUSSELL D MANGHAM	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67756	LA	Lincoln
LA-SMB0116-005	ALTON J MANGHAM	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67758	LA	Lincoln
LA-SMB0116-006	ROBERT E MANGHAM, SR	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67759	LA	Lincoln
LA-SMB0116-007	FLORA MANGHAM LEE	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67760	LA	Lincoln
LA-SMB0116-008	CELESTINE MANGHAM WALDON	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67761	LA	Lincoln
LA-SMB0116-009	HENRY D MANGHAM	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67763	LA	Lincoln
LA-SMB0116-010	QUENTELLA M MANGHAM	TENSAS DELTA EXPLORATION COMPANY LLC		6/15/2005			F67764	LA	Lincoln
LA-SMB0116-011	PATSY WILSON BOLDS ET AL, MAXINE WILSON,	WHELESS INDUSTRIES INC		5/8/1978	230	585	D13316	LA	Lincoln
LA-SMB0117-001	ADD THOMSON ET UX LOIS OLIVER HOLSTEAD	WHELESS INDUSTRIES INC		4/17/1974	177	269	C89082	LA	Lincoln
LA-SMB0117-002	JAMES H WILSON ET UX ANITA KAY WILSON	WHELESS INDUSTRIES INC		5/14/1974	177	273	C89083	LA	Lincoln
LA-SMB0117-003	LALLAGE FEAZEL WALL	WHELESS INDUSTRIES INC		7/16/1974	177	163	C89236	LA	Lincoln
LA-SMB0117-004	MRS G M ANDERSON ET AL, WIDOW;	WHELESS INDUSTRIES INC		7/16/1974	177	617	C89237	LA	Lincoln
LA-SMB0117-005	JOHN S SIMONTON ET UX EVA RODGER	WHELESS INDUSTRIES INC		7/19/1974	178	851	C89832	LA	Lincoln
LA-SMB0117-006	JOHN S SIMONTON ET UX EVA RODGER	WHELESS INDUSTRIES INC		8/5/1975	190	840	C95415	LA	Lincoln
LA-SMB0118-001	WILLIAM C THURMAN ET AL	WHELESS INDUSTRIES INC		4/15/1974	177	277	C89084	LA	Lincoln
LA-SMB0118-002	EVELYN PONDER STELLE	WHELESS INDUSTRIES INC		4/15/1974	177	281	C89085	LA	Lincoln
LA-SMB0118-003	R A THURMON	WHELESS INDUSTRIES INC		5/16/1974	177	285	C89086	LA	Lincoln
LA-SMB0118-004	E D RHEA	WHELESS INDUSTRIES INC		4/11/1974	177	289	C89087	LA	Lincoln
LA-SMB0118-005	ELIAS HARRIS	WHELESS INDUSTRIES INC		5/31/1974	177	293	C89088	LA	Lincoln
LA-SMB0118-006	F B JAMES	WHELESS INDUSTRIES INC		5/14/1974	177	297	C89089	LA	Lincoln
LA-SMB0118-007	G WILLIAMS JAMES	WHELESS INDUSTRIES INC		5/14/1974	177	301	C89090	LA	Lincoln
LA-SMB0118-008	NORMA M STROTHER ET AL	WHELESS INDUSTRIES INC		5/14/1974	177	305	C89091	LA	Lincoln
LA-SMB0118-009	LAVERNE TRAYLOR ET AL,	WHELESS INDUSTRIES INC		5/16/1974	177	309	C89092	LA	Lincoln
LA-SMB0120-001	ROY JAMES ELLIS ET AL	DAVID A RANDALL		7/19/1974	177	414	C89160	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SMB0120-002	BRUCE ALLEN	DAVID A RANDALL		8/15/1974	178	352	C89533	LA	Lincoln
LA-SMB0120-003	LONNIE FRAZIER ET AL, PRENTIS FRAZIER,	DAVID A RANDALL		11/2/1974	186	825	C93623	LA	Lincoln
LA-SMB0121-001	MRS T J FORD ET AL	WHELESS INDUSTRIES INC		5/31/1974	177	717	C89278	LA	Lincoln
LA-SMB0121-002	WILLIAM MANGHAM	DAVID A RANDALL		10/22/1974	180	258	C90587	LA	Lincoln
LA-SMB0122-001	PINKIE MCGUIRE HOWELL	WHELESS DRILLING COMPANY		2/21/1956	73		N-135405	LA	Lincoln
LA-SMB0125-001	ELLON SKINNER BERRY	HASSIE HUNT TRUST		12/2/1948			N-84978	LA	Lincoln
LA-SMB0126-001	A R WHERRITT	ABE B HARRIS		10/15/1949	51		91844	LA	Lincoln
LA-SMB0126-002	BROWN, HERMAN	ABE B HARRIS		8/26/1949			91377	LA	Lincoln
LA-SMB0126-003	EDGAR MONTEITH ET AL	ABE B HARRIS		8/26/1949	51	361	92004	LA	Lincoln
LA-SMB0126-004	DICK TOWERY ET AL	ABE B HARRIS		10/19/1949	51		91983	LA	Lincoln
LA-SMB0126-005	GEORGE BROWN ET AL	ABE B HARRIS		5/17/1950	53		97811	LA	Lincoln
LA-SMB0126-006	ABE B HARRIS JR	ABE B HARRIS		12/6/1950	55		101586	LA	Lincoln
					58		105592
					58		105592
LA-SMB0126-007	PATRICIA BURKHART	PAN-AM SOUTHERN CORPORATION		4/28/1951	58		105592	LA	Lincoln
LA-SMB0127-000	MRS R F HASSELL ET AL	ABE B HARRIS		3/23/1950	52		95604	LA	Lincoln
LA-SMB0128-001	BROWN, HERMAN	ABE B HARRIS		11/24/1950			101451	LA	Lincoln
LA-SMB0128-002	C R BENNETT	ABE B HARRIS		10/12/1950	55	17		LA	Lincoln
LA-SMB0128-003	MRS R F HASSELL ET AL	ABE B HARRIS		9/18/1950	54	475		LA	Lincoln
					51	185	91292
LA-SMB0129-001	PRICE (R P) GOREE	ABE B HARRIS		5/9/1949	51	185	91292	LA	Lincoln
					51	191	91295
LA-SMB0129-002	WILLARD P GOREE	ABE B HARRIS		5/13/1949	51	191	91295	LA	Lincoln
					51	187	91293
LA-SMB0129-003	SALLIE E GOREE MATHEWS	ABE B HARRIS		5/9/1949	51	187	91293	LA	Lincoln
					51	189	91294
LA-SMB0129-004	PINKIE G COVINGTON	ABE B HARRIS		5/13/1949	51	189	91294	LA	Lincoln
					51	193	91296
LA-SMB0129-005	CALVIN WILKERSON	ABE B HARRIS		5/27/1949	51	193	91296	LA	Lincoln
					51	203	91301
LA-SMB0129-006	SALTMOUNT OIL COMPANY	ABE B HARRIS		5/26/1949	51	203	91301	LA	Lincoln
					51	197	91298
LA-SMB0129-007	WILLIAM L PICKENS	ABE B HARRIS		5/24/1949	51	197	91298	LA	Lincoln
					51	201	91300
LA-SMB0129-008	MARACABIO OIL EXPLORATION CORP	ABE B HARRIS		5/20/1949	51	201	91300	LA	Lincoln
					51	195	91297
LA-SMB0129-009	S C (CLAUDE) GOREE	ABE B HARRIS		7/11/1949	51	195	91297	LA	Lincoln
					54	399	100051
LA-SMB0129-010	BROWN, HERMAN	ABE B HARRIS		8/26/1950	51	399	100051	LA	Lincoln
					54	401	100 052
LA-SMB0129-011	DAVID M LIDE	ABE B HARRIS		8/26/1950	54	401	100 052	LA	Lincoln
					54	405	100 054
LA-SMB0129-012	SUMMERFIELD G ROBERTS	ABE B HARRIS		8/26/1950	54	405	100 054	LA	Lincoln
					54	511	100308
LA-SMB0129-013	GEORGE J GREER	ABE B HARRIS		8/26/1950	54	511	100308	LA	Lincoln
					58	145	104889
LA-SMB0129-014	C N HOUSH	PAN-AM SOUTHERN CORPORATION		4/3/1951	58	145	104889	LA	Lincoln
LA-SMB0129-015	JOHN B GREER	ABE B HARRIS		8/26/1950	54	403	N-100053	LA	Lincoln
LA-SMB0129-016	J M JACKSON	ABE B HARRIS		9/28/1950	54	407	N-100055	LA	Lincoln
LA-SMB0129-017	R F BUCHANAN	ABE B HARRIS		8/26/1950	54	421	N-100132	LA	Lincoln
LA-SMB0129-018	MARACAIBO OIL EXPLORATION	PAN-AM SOUTHERN CORPORATION		2/22/1951	57	521	N-104294	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SMB0129-019	HERMAN BROWN	ABE B HARRIS		2/21/1951	57	423	N-104063	LA	Lincoln
LA-SMB0129-020	DAVID M LIDE	PAN-AM SOUTHERN CORPORATION		2/23/1951	57	547	N-104388	LA	Lincoln
LA-SMB0129-021	GEORGE J GREER	PAN-AM SOUTHERN CORPORATION		2/27/1951	57	593	N-104483	LA	Lincoln
LA-SMB0129-022	SUMMERFIELD G ROBERTS	PAN-AM SOUTHERN CORPORATION		2/23/1951	58	219	N-105182	LA	Lincoln
LA-SMB0130-001	LUTHER E (CAL) GARDNER	PAN-AM SOUTHERN CORPORATION		9/15/1950	54	351	N-99839	LA	Lincoln
LA-SMB0130-002	NULL GARDNER	PAN-AM SOUTHERN CORPORATION		6/23/1950	53	38	N-97815	LA	Lincoln
LA-SMB0130-003	T GRADY GARDNER	PAN-AM SOUTHERN CORPORATION		6/23/1950	53	381	N-97814	LA	Lincoln
LA-SMB0130-004	LOUIE GARDNER BARBEE	PAN-AM SOUTHERN CORPORATION		6/23/1950	53	379	N-97813	LA	Lincoln
LA-SMB0130-005	FIRST NATIONAL BANK OF RUSTON	PAN-AM SOUTHERN CORPORATION		10/27/1950	53	20		LA	Lincoln
LA-SMB0130-006	JULIA GARDNER NICHOLSON ET AL	PAN-AM SOUTHERN CORPORATION		6/23/1950	53	378	N-97812	LA	Lincoln
LA-SMB0131-001	OWAISSA GIVENS	J I ROBERTS		2/28/1950	52	466	N-95767	LA	Lincoln
LA-SMB0131-002	GIVENS, ANNIE LOUISE, ET AL	C H MURPHY		5/7/1948	47	357	N-83147	LA	Lincoln
LA-SMB0131-003	GIVENS, ANNIE LOUISE, ET AL	J I ROBERTS		2/28/1950	52	285	N-94840	LA	Lincoln
					1196	624	F74533
LA-SMB0132-001	HUNTER FARMS & TIMBER, LLC	CHESAPEAKE LOUISIANA L P		6/29/2005	1196	624	F74533	LA	Lincoln
							N-86000
LA-SMB0133-001	JOHNNIE & J L SHERRARD	CHESAPEAKE LOUISIANA L P		11/30/1949			N-86000	LA	Lincoln
LA-SMB0134-001	LUCILE CALAHAN	CHESAPEAKE LOUISIANA L P		12/3/1948			N-86002	LA	Lincoln
LA-SMB0135-001	MARY LIVINGSTON	CHESAPEAKE LOUISIANA L P		1/24/1949	49	249	N-86482	LA	Lincoln
LA-SMB0136-001	PINKIE MCGUIRE HOWELL	CHESAPEAKE LOUISIANA L P		9/18/1950	654	543	N-100379	LA	Lincoln
LA-SMB0137-001	LULA B JONES	CHESAPEAKE LOUISIANA L P		6/10/1950	53	505	N-98347	LA	Lincoln
					49	313	N-86796
LA-SMB0138-001	ADD THOMPSON	ABE B HARRIS		1/25/1949			N-86796	LA	Lincoln
					54	613	N-100526
LA-SMB0139-001	MATT BUTLER, ET AL	ABE B HARRIS		9/18/1950	54	613	N-100526	LA	Lincoln
LA-SMB0140-001	JAMES GOREE	CHESAPEAKE LOUISIANA L P		10/10/1950	55	117	N-101059	LA	Lincoln
					49	203	N-86315
LA-SMB0141-001	JONAS FRAZIER	CHESAPEAKE LOUISIANA L P		2/8/1949	49	203	N-86315	LA	Lincoln
					58	378	N-105592
					58	378	N-105592
					58	378	N-105592
					58	378	N-105592
LA-SMB0142-001	CARL BURKHART, JR	PAN-AM SOUTHERN CORPORATION		4/28/1951	58	378	N-105592	LA	Lincoln
LA-SMB0143-001	DON & MARTHA G DURRETT	CHESAPEAKE LOUISIANA L P		9/28/2005	1184	791	69465	LA	Lincoln
LA-SMB0144-001	WAYNE L SIMPSON	CHESAPEAKE LOUISIANA L P		9/2/2005	1184	795	F69466	LA	Lincoln
					1188	463	F71005
LA-SMB0145-001	LINDA HUNT	CHESAPEAKE LOUISIANA L P		9/26/2005	1188	463	F71005	LA	Lincoln
					1196	335	F74408
LA-SMB0145-002	RICKEY YOUNG	CHESAPEAKE LOUISIANA L P		5/11/2006	1196	335	F74408	LA	Lincoln
LA-SMB0146-000	BERTHA NELSON BUTLER	MURPHY CORPORATION		9/26/1958	64	186	12568	LA	Lincoln
LA-SMB0147-000	EDITH CANN THURMON, ET AL	MURPHY CORPORATION		9/29/1958	64	191	12569	LA	Lincoln
LA-SMB0148-000	FLEMING BUTLER, ET AL	MURPHY CORPORATION		9/24/1958	64	194	12570	LA	Lincoln
LA-SMB0149-000	ROBERT E WITT, ET AL	MURPHY CORPORATION		9/25/1958	64	182	12566	LA	Lincoln
LA-SMB0150-000	MOZEL JACKSON BUTLER NORRIS	MURPHY CORPORATION		2/21/1959	67	95	12863	LA	Lincoln
LA-SMB0151-001	W C SIMONTON	ABE B HARRIS		5/23/1949	51	223	N-91311	LA	Lincoln
LA-SMB0151-002	LOIS OLIVER HOLSTEAD, ET AL	ABE B HARRIS		6/1/1949	51	215	N-91307	LA	Lincoln
LA-SMB0151-003	ROGER E WHELESS	ABE B HARRIS		5/31/1949	51	213	N-91306	LA	Lincoln
LA-SMB0151-004	GEORGE J GREER, ET UX	ABE B HARRIS		6/23/1949	51	207	N-91303	LA	Lincoln
LA-SMB0151-005	ADD THOMPSON	ABE B HARRIS		5/21/1949	51	221	N-91310	LA	Lincoln
LA-SMB0151-006	SUMMERFIELD G ROBERTS	ABE B HARRIS		7/12/1949	51	211	N-91305	LA	Lincoln
LA-SMB0151-007	DAVID M LIDE	ABE B HARRIS		6/28/1949	51	209	N-91304	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-SMB0151-008	HERMAN BROWN	ABE B HARRIS		8/26/1949	51	205	N-91302	LA	Lincoln
LA-SMB0151-009	E R HAYS	ABE B HARRIS		4/11/1950	52	483	N-95885	LA	Lincoln
LA-SMB0151-010	J FLOYD HODGE	ABE B HARRIS		6/1/1949	51	225	N-91312	LA	Lincoln
LA-SMB0151-011	A R WHERRITT	ABE B HARRIS		10/15/1949	51	315	N-91845	LA	Lincoln
LA-SMB0151-012	C E BARHAM	ABE B HARRIS		5/21/1949	51	219	N-91309	LA	Lincoln
LA-SMB0151-013	C C BARNHAM	ABE B HARRIS		5/21/1949	51	217	N-91308	LA	Lincoln
LA-SMB0152-000	LAURA MAE AND JOSEPH STREETS	ABE HARRIS		9/20/1950	54	411		LA	Lincoln
LA-TER0001-000	MILTON LAVELLE HOOD ET AL	KCS RESOURCES INC		11/20/2003	1154	803	52904	LA	Lincoln
LA-TER0002-001	M L HOOD ET AL	CYPRESS OPERATING INC		1/10/2001	1115	263	F26819	LA	Lincoln
LA-TER0002-002	MILTON LAVELLE HOOD ET AL	KCS RESOURCES INC		4/12/2006	1200	545	F76136	LA	Lincoln
LA-TER0003-001	REAM INTERESTS INC	MIDNITE ENERGY INC		6/4/2004	1162	247	57541	LA	Lincoln
	BENJAMIN MINERALS INC
LA-TER0003-002	WILLIAM MENTE BENJAMIN AS PRESIDENT	MIDNITE ENERGY INC		6/1/2004	1162	256	57543	LA	Lincoln
LA-TER0003-003	EXOTIC OIL & GAS LLC	MIDNITE ENERGY INC		4/8/2004	1162	243	57540	LA	Lincoln
LA-TER0003-004	DOROTHY HOGG LEACH	MIDNITE ENERGY INC		4/20/2004	1162	239	57539	LA	Lincoln
LA-TER0003-005	S D RESOURCES LTD ET AL	MIDNITE ENERGY INC		4/1/2004	1162	260	57544	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND
LA-TER0003-006	FAMILY SERVICES INC	MIDNITE ENERGY INC		6/2/2004	1162	252	F57542	LA	Lincoln
	BARBARA FOREE WALLACE TRUST
	BARBARA FOREE WALLACE TRUSTEE
	ELIZABETH FOREE LEE TRUST
	ELIZABETH FOREE LEE TRUSTEE
	NANCI LEE FOREE TRUST
LA-TER0003-007	NANCI LEE FOREE TRUSTEE	MIDNITE ENERGY INC		5/16/2004	1162	365	F57567	LA	Lincoln
LA-TER0003-008	MOSBACHER USA INC	MIDNITE ENERGY INC		11/19/2004	1170	674	62270	LA	Lincoln
					1162	272	057547
					1162	272	057547
LA-TER0003-009	C W WILLIAMS JR ET AL	MIDNITE ENERGY INC		3/20/2004	1162	272	057547	LA	Lincoln
	PAUL D SMITH JR ESTATE
LA-TER0003-010	JAMES W COBURN AS INDEPENDENT EXECUTOR	MIDNITE ENERGY INC		7/14/2004	1186	513	F70069	LA	Lincoln
LA-TER0003-011	LAVERNE DELONY JEFCOAT	MIDNITE ENERGY INC		7/15/2005	1186	488	F70065	LA	Lincoln
LA-TER0003-012	JUDITH DELONY WASSON	MIDNITE ENERGY INC		7/18/2005	1189	726	F71600	LA	Lincoln
LA-TER0003-013	GEORGE GRAHAM CAVER	MIDNITE ENERGY INC		7/15/2005	1186	497	F70067	LA	Lincoln
LA-TER0003-014	GEORGE MICHAEL DELONEY	MIDNITE ENERGY INC		7/22/2005	1186	483	F70064	LA	Lincoln
LA-TER0003-015	JAMES ARNOLD DELONEY	MIDNITE ENERGY INC		7/22/2005	1186	522	F70071	LA	Lincoln
LA-TER0003-016	RICKY LYNN MORISON	MIDNITE ENERGY INC		8/16/2005	1186	526	F70072	LA	Lincoln
LA-TER0003-017	RONNIE LEE MCCULLIN	MIDNITE ENERGY INC		7/14/2005	1186	530	F70073	LA	Lincoln
	ROBERT C NOLAN ET AL
	CHARLES M NOLAN
	WILLIAM C NOLAN JR
LA-TER0003-018	THEODOSIA M NOLAN RODDY	MIDNITE ENERGY INC		7/14/2005	1186	543	F70076	LA	Lincoln
LA-TER0003-019	MELBA N KOLB	MIDNITE ENERGY INC		9/8/2005	1186	539	F70075	LA	Lincoln
LA-TER0003-020	SUSAN G SCHROEDER ET AL	MIDNITE ENERGY INC		6/30/2005	1186	534	F70074	LA	Lincoln
	PAULINE N ANTILLEY
LA-TER0003-021	REPRESENTED BY BRADLEY NOBLES JOHNSON A-I-F	MIDNITE ENERGY INC		8/30/2005	1188	794	F71186	LA	Lincoln
LA-TER0003-022	CHARLES H MURPHY JR ESTATE ET AL	MIDNITE ENERGY INC		8/5/2005	1188	802	F71188	LA	Lincoln
LA-TER0003-023	L S YOUNGBLOOD COMPANY	MIDNITE ENERGY INC		10/29/2004	1170	670	62269	LA	Lincoln
LA-TER0003-026	PEGGY JO DELONEY	MIDNITE ENERGY INC		7/26/2005	1188	798	F71187	LA	Lincoln
LA-TER0003-027	HELEN RUTH BURTON	MIDNITE ENERGY INC		4/6/2004	1162	277	57548	LA	Lincoln
LA-TER0003-028	WILMOTH INTERESTS INC	MIDNITE ENERGY INC		4/1/2004	1166	436	59964	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0003-029	CCW INTEREST INC	MIDNITE ENERGY INC		6/4/2004	1165	312	59259	LA	Lincoln
LA-TER0003-030	CYNTHIA R DORFMAN	MIDNITE ENERGY INC		6/28/2004	1165	317	59260	LA	Lincoln
LA-TER0003-031	SHELLEY D ROBERTS	MIDNITE ENERGY INC		6/28/2004	1165	321	59261	LA	Lincoln
	PRINCIPIA CORPORATION BANK OF OKLAHOMA
LA-TER0003-032	AGENT	MIDNITE ENERGY INC		6/30/2004	1165	328	59263	LA	Lincoln
LA-TER0003-033	NORTH CENTRAL OIL CORPORATION	MIDNITE ENERGY INC		6/9/2005	1186	502	F70068	LA	Lincoln
	PHILLIP B HOWELL & MARY AMELIA WHITED HOWELL
	REVOCABLE TRUST
LA-TER0003-034	AND THE FROST FOUNDATION	MIDNITE ENERGY INC		7/22/2005	1186	517	F70070	LA	Lincoln
					1166	442	059965
LA-TER0003-035	S & P CO	MIDNITE ENERGY INC		9/2/2004	1166	442	059965	LA	Lincoln
					1189	718	F71599
LA-TER0003-036	SKLARCO LLC	MIDNITE ENERGY INC		12/1/2004	1189	718	F71599	LA	Lincoln
LA-TER0003-037	DORA THATCHER FRATELLI	MIDNITE ENERGY INC		9/8/2004	1166	448	59966	LA	Lincoln
LA-TER0003-038	REGINALD R JONES JR	MIDNITE ENERGY INC		9/8/2004	1166	452	59967	LA	Lincoln
LA-TER0003-039	MARIANNE HAMITER WILLIAMS	MIDNITE ENERGY INC		9/8/2004	1166	456	59968	LA	Lincoln
LA-TER0003-040	JUANITA E YOUNGBLOOD TRUST	MIDNITE ENERGY INC		6/30/2004	1165	325	59262	LA	Lincoln
LA-TER0003-041	L S YOUNGBLOOD COMPANY	MIDNITE ENERGY INC		6/23/2005	1186	493	F70066	LA	Lincoln
LA-TER0003-042	DAURLINE TANNER	ROBERT E MCKELLAR		4/14/2005	1173	508	63756	LA	Lincoln
LA-TER0003-043	BILLYE MARGARET SNIDER HUFF	ROBERT E MCKELLAR		4/18/2005	1174	639	F64414	LA	Lincoln
LA-TER0003-044	OLEN LAVELLE SINGLETON ET AL	KCS RESOURCES INC		7/26/2007	1237	87	F90828	LA	Lincoln
					1170	671
LA-TER0003-045	RUDMAN PARTNERSHIP LTD	MIDNITE ENERGY INC		12/1/2004	1170	677		LA	Lincoln
					1162	309	057554
					1162	309	057554
LA-TER0003-046	MATTIE JEAN HEDGEPETH THOMAS DYE	MIDNITE ENERGY INC		2/20/2004	1162	309		LA	Lincoln
					1162	291	057551
					1162	291	057551
					1162	291	057551
LA-TER0003-047	MORITA THOMAS BAXTER PALMER	MIDNITE ENERGY INC		12/8/2003	1162	291	057551	LA	Lincoln
					1162	297	057552
					1162	297	057552
LA-TER0003-048	CHERYL ANN BAXTER MONROE	MIDNITE ENERGY INC		12/8/2003	1162	297	057552	LA	Lincoln
					1162	303	057553
					1162	303	057553
LA-TER0003-049	FRANCES V HARRISON	MIDNITE ENERGY INC		2/20/2004	1162	303	057553	LA	Lincoln
LA-TER0003-050	JOYCE LAFETTE DANIEL HENRY	MIDNITE ENERGY INC		8/12/2004	1165	285	59252	LA	Lincoln
LA-TER0003-051	STEPHANIE Y MONNIN	MIDNITE ENERGY INC		10/25/2004	1170	662	62267	LA	Lincoln
LA-TER0003-052	MARCUS W MONNIN	MIDNITE ENERGY INC		10/25/2004	1170	666	62268	LA	Lincoln
LA-TER0003-053	CATHERINE FOLSE COLVIN ET AL	ROBERT E MCKELLAR		12/3/2003	1154	549	52747	LA	Lincoln
LA-TER0003-054	JAMES H COLVIN	ROBERT E MCKELLAR		12/4/2003	1154	155	52487	LA	Lincoln
LA-TER0003-055	JULIA ANN NICHOLS ET VIR	ROBERT E MCKELLAR		12/3/2003	1153	771	52336	LA	Lincoln
LA-TER0003-056	LITTLETON P COLVIN JR ET UX	ROBERT E MCKELLAR		12/4/2003	1153	804	52361	LA	Lincoln
LA-TER0003-057	VELDA JANE GIBBS KAY KENT	ROBERT E MCKELLAR		12/5/2003	1153	800	52360	LA	Lincoln
LA-TER0003-058	KATHRYN JEAN WARD	MIDNITE ENERGY INC		8/5/2004	1165	289	59253	LA	Lincoln
LA-TER0003-059	FRANCES LUCILLE BURFORD	MIDNITE ENERGY INC		8/5/2004	1165	293	59254	LA	Lincoln
LA-TER0003-060	WALTER RAY FARRAR JR	MIDNITE ENERGY INC		8/5/2004	1165	297	59255	LA	Lincoln
LA-TER0003-061	HARRY R COOK JR	MIDNITE ENERGY INC		8/5/2004	1165	301	59256	LA	Lincoln
LA-TER0003-062	WILLIAM DON SMITH	MIDNITE ENERGY INC		8/11/2004	1166	465	59970	LA	Lincoln
LA-TER0003-063	LUCILLE E C FULLER	MIDNITE ENERGY INC		8/20/2004	1166	469	59971	LA	Lincoln
LA-TER0003-064	HELEN HOLLIS COLVIN	MIDNITE ENERGY INC		8/11/2004	1165	305	59257	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0003-065	THOMAS M MONCRIEF ET AL	MIDNITE ENERGY INC		8/10/2004	1166	460	59969	LA	Lincoln
					492	267
					492	267
					492	267
LA-TER0003-067	FRANCES NOBLES GURRADO ET VIR	EASON OIL COMPANY INC		9/5/1984	492	267		LA	Lincoln
					492	263	E-1608
					492	263	E-1608
					492	263	E-1608
LA-TER0003-068	MAURINE NOBLES JACKSON	EASON OIL COMPANY INC		9/5/1984	492	263	E-1608	LA	Lincoln
					430	209	D-48893
					430	209	D-48893
					430	209	D-48893
LA-TER0003-069	J LEE YOUNGBLOOD ET UX	P L YOUNGBLOOD		4/8/1983	430	209	D-48893	LA	Lincoln
					503	254
					503	254
					503	254
LA-TER0003-070	MELBA NOBLES KOLB	EASON OIL COMPANY INC		9/5/1984	503	254		LA	Lincoln
					494	328
					494	328
					494	328
LA-TER0003-071	PAULINE NOBLES ANTILLEY	EASON OIL COMPANY INC		9/5/1984	494	328		LA	Lincoln
LA-TER0003-075	MILTON LAVELLE HOOD ET UX	PETROHOOD CORPORATION		12/15/2007	1256	231	F98352	LA	Lincoln
LA-TER0003-P24	R PETE SMITH ET AL	MIDNITE ENERGY INC		8/9/2005	1186	552	F70078	LA	Lincoln
LA-TER0003-P25	EMMA MARY SMITH	MIDNITE ENERGY INC		9/6/2005	1186	548	F70077	LA	Lincoln
LA-TER0003-P73	ROY FREDERICK BAXTER ET UX	MIDNITE ENERGY INC		12/8/2003	1162	285	57550	LA	Lincoln
LA-TER0004-000	DOROTHY COLVIN NAPPER	MIDNITE ENERGY INC		11/20/2003	1162	315		LA	Lincoln
LA-TER0005-001	THOMAS C COLVIN JR ET UX	MIDNITE ENERGY INC		11/20/2003	1162	323	57557	LA	Lincoln
LA-TER0005-002	PATRICK M MCGOWAN ET UX	MIDNITE ENERGY INC		12/3/2003	1162	319	57556	LA	Lincoln
LA-TER0005-003	DISCUS OIL CORPORATION	KCS RESOURCES INC		1/22/2006	1197	673	F75013	LA	Lincoln
LA-TER0005-004	WAYNE L SIMPSON	KCS RESOURCES INC		1/22/2006	1197	664	F75010	LA	Lincoln
LA-TER0005-005	TERESA S CRAWFORD	KCS RESOURCES INC		1/22/2006	1197	670	F75012	LA	Lincoln
LA-TER0005-006	CARLA S MAXWELL	KCS RESOURCES INC		1/22/2006	1197	677	F75014	LA	Lincoln
LA-TER0005-007	WILLIAM D PITTMAN	MIDNITE ENERGY INC		6/29/2005				LA	Lincoln
LA-TER0005-008	ALICE G PITTMAN ET AL	MIDNITE ENERGY INC		8/25/2004	1170	658	F62266	LA	Lincoln
LA-TER0005-009	DON DURRETT	MIDNITE ENERGY INC		8/3/2004	1165	309	59258	LA	Lincoln
LA-TER0005-010	LESLEY S JAMES	KCS RESOURCES INC		1/22/2006	1197	667	F75011	LA	Lincoln
LA-TER0007-000	RICHARD SPESS ET UX	MIDNITE ENERGY INC		3/19/2004	1162	281	57549	LA	Lincoln
LA-TER0009-000	JAMES A GODWIN ET UX	KCS RESOURCES INC		11/11/2003	1159	162	55334	LA	Lincoln
LA-TER0010-000	SIDNEY GLEN MCCULLIN ET AL	CYPRESS OPERATING INC.		11/15/2000	113	299	26336	LA	Lincoln
LA-TER0011-001	WILLARD DONALD WALLACE ET UX	CYPRESS OPERATING INC		12/18/2000	1113	293	26335	LA	Lincoln
LA-TER0011-002	SALEM UNITED METHODIST CHURCH	CYPRESS OPERATING INC.		1/8/2001	1113	351	26349	LA	Lincoln
LA-TER0011-003	SALEM UNITED METHODIST CHURCH	WILDHORSE RESOURCES LLC		4/15/2012	1312	594	F123757	LA	Lincoln
LA-TER0013-000	BELLEVUE TIMBER COMPANY INC	CYPRESS OPERATING INC.		11/27/2000	1113	303	26337	LA	Lincoln
LA-TER0014-001	JAMES E DAVISON ET UX	CYPRESS OPERATING INC.		11/27/2000	1115	277	26822	LA	Lincoln
					1118	619	028608
LA-TER0014-002	ROBERT CRAIG SMITH ET UX	CYPRESS OPERATING INC.		4/23/2001	1322	387	F128919	LA	Lincoln
LA-TER0014-003	MARTA HUDSON CAMPBELL ET VIR	KCS RESOURCES INC		9/16/2003			F75987	LA	Lincoln
LA-TER0014-004	ALAN PHILLIP CAMPBELL ET UX	HUNTER ENERGY CORPORATION		10/31/2002	1139	114	42860	LA	Lincoln
					1311	482	F123120
LA-TER0014-005	ALAN PHILLIP CAMPBELL SR ET UX	WILDHORSE RESOURCES LLC		3/7/2012	1311	482	F123120	LA	Lincoln
LA-TER0014-006	CHARLES PEYTON MCCULLIN	HUNTER ENERGY CORPORATION		10/21/2002	1139	526	43065	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1173	764	063930
LA-TER0014-007	JOSEPH DREW RADESCICH	KCS RESOURCES INC		3/30/2005	1173	764	063930	LA	Lincoln
					1311	477	F123119
					1311	477	F123119
LA-TER0014-008	JOSEPH DREW RADESCICH	WILDHORSE RESOURCES LLC		3/12/2012	1311	477	F123119	LA	Lincoln
LA-TER0014-009	JOSEPH DREW RADESCICH	HUNTER ENERGY CORPORATION		10/30/2002	1139	118	42861	LA	Lincoln
LA-TER0014-010	MILDRED Y REYNOLDS JACKSON	HUNTER ENERGY CORPORATION		11/11/2002	1142	18	F44576	LA	Lincoln
LA-TER0014-011	PINKIE LOU REYNOLDS STREET	HUNTER ENERGY CORPORATION		11/11/2002	1139	608	43107	LA	Lincoln
LA-TER0014-012	VELMA R SPIVEY	HUNTER ENERGY CORPORATION		11/5/2002	1139	291	42901	LA	Lincoln
LA-TER0014-013	LOU JONE REYNOLDS	HUNTER ENERGY CORPORATION		11/5/2002	1139	616	43109	LA	Lincoln
LA-TER0014-014	SANDRA MARIE REYNOLDS HILL	HUNTER ENERGY CORPORATION		11/11/2002	1139	612	43108	LA	Lincoln
LA-TER0014-015	KIM LOTT	HUNTER ENERGY CORPORATION		11/11/2002	1141	785	F44499	LA	Lincoln
LA-TER0014-016	EFFIE JEWEL BADGER	HUNTER ENERGY CORPORATION		11/5/2002	1139	299	42903	LA	Lincoln
LA-TER0016-000	LOUISIANA MINERALS LTD	CYPRESS OPERATING INC.		4/23/2001	1118	624	F28609	LA	Lincoln
	JAMES E DAVISON ET UX
LA-TER0019-000	DIANNE ODOM DAVISON	HUNTER ENERGY CORPORATION		9/23/2002	1139	122	42862	LA	Lincoln
LA-TER0020-000	BELLEVUE TIMBER COMPANY INC	HUNTER ENERGY CORPORATION		10/10/2002	1139	90	42854	LA	Lincoln
LA-TER0021-000	SIDNEY GLEN MCCULLIN ET UX	HUNTER ENERGY CORPORATION		10/17/2002	1139	86	42853	LA	Lincoln
LA-TER0024-000	RICHARD KEITH CANTERBURY ET UX	KCS RESOURCES INC		10/23/2002	1139	277	42897	LA	Lincoln
LA-TER0025-001	MILTON LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	134	42865	LA	Lincoln
LA-TER0025-002	MILTON LEWIS	KCS RESOURCES INC		7/10/2003	1150	206	49783	LA	Lincoln
					1139	126	042863
LA-TER0025-005	NELLIE LEWIS BROWN ET AL	HUNTER ENERGY CORPORATION		10/17/2002	1139	126	042863	LA	Lincoln
LA-TER0025-006	MARVIN LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	138	42866	LA	Lincoln
LA-TER0025-007	GLADYS LEWIS	HUNTER ENERGY CORPORATION		10/14/2002	1139	146	42868	LA	Lincoln
LA-TER0025-008	ANDREW LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	102	42857	LA	Lincoln
LA-TER0025-009	MARY LEWIS KILLINGS	HUNTER ENERGY CORPORATION		10/17/2002	1139	94	42855	LA	Lincoln
LA-TER0025-010	SARAH JEAN LEWIS DAVIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	130	42864	LA	Lincoln
LA-TER0025-011	RUBY LEE LEWIS AUSTIN	HUNTER ENERGY CORPORATION		10/17/2002	1139	142	42867	LA	Lincoln
LA-TER0025-012	LACY B LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	98	42856	LA	Lincoln
LA-TER0025-013	JOHN H LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	303	42904	LA	Lincoln
LA-TER0025-014	LARRY D LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	110	42859	LA	Lincoln
LA-TER0025-015	CLAUDE LEWIS	HUNTER ENERGY CORPORATION		10/17/2002	1139	106	42858	LA	Lincoln
LA-TER0025-016	EFFIE LEWIS JOHNSON	KCS RESOURCES INC		5/12/2005	1177	391	F65782	LA	Lincoln
LA-TER0025-017	IRENE LEWIS	KCS RESOURCES INC		4/14/2006	1203	127	F77439	LA	Lincoln
LA-TER0025-P03	LAWRENCE BROWN	HUNTER ENERGY CORPORATION		10/17/2002	1139	533	43067	LA	Lincoln
LA-TER0025-P04	MARY L B WILTZ	HUNTER ENERGY CORPORATION		10/17/2002	1139	307	42905	LA	Lincoln
LA-TER0026-001	DOROTHY J STANDIFER ET AL	HUNTER ENERGY CORPORATION		9/23/2002	1139	162	42872	LA	Lincoln
LA-TER0026-002	LARRY STANDIFER SR	HUNTER ENERGY CORPORATION		9/23/2002	1139	158	42871	LA	Lincoln
LA-TER0026-003	MARY S PAGE ET AL	HUNTER ENERGY CORPORATION		9/23/2002	1139	166	42873	LA	Lincoln
LA-TER0026-004	MICHAEL I STANDIFER	HUNTER ENERGY CORPORATION		9/23/2002	1139	154	42870	LA	Lincoln
LA-TER0026-005	LAVERNE S JUNIOR ET VIR	HUNTER ENERGY CORPORATION		9/23/2002	1139	170	42874	LA	Lincoln
LA-TER0026-006	GEORGE STANDIFER JR	HUNTER ENERGY CORPORATION		9/23/2002	1139	150	42869	LA	Lincoln
LA-TER0027-001	WILLARD DONALD WALLACE ET AL	KCS RESOURCES INC		4/12/2004	1159	514	55631	LA	Lincoln
					1205	334	F78525
LA-TER0027-002	ALICE STINSON BOWDEN	KCS RESOURCES INC		8/16/2006	1204	257	F78012	LA	Lincoln
LA-TER0028-000	LAWRENCE NICHOLAS MCCULLIN	KCS RESOURCES INC		4/14/2004	1160	612	56501	LA	Lincoln
LA-TER0029-000	MATTIE HILL MURPHY ET AL	KCS RESOURCES INC		6/26/2007	1229	230	DOC. #F87718	LA	Lincoln
LA-TER0031-001	HAZEL STANDIFER CARODINE	UNION TEXAS PETROLEUM CORPORATION		10/4/1982	416	111	D-46939	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-002	MARY JEAN STANDIFER GRANT	UNION TEXAS PETROLEUM CORPORATION		10/1/1982	416	115	D-46940	LA	Lincoln
LA-TER0031-003	SAMUEL STANDIFER	UNION TEXAS PETROLEUM CORPORATION		10/1/1982	468	197	D-55067	LA	Lincoln
LA-TER0031-004	LESSIE MAE MALCOLM WALSH	UNION TEXAS PETROLEUM CORPORATION		10/5/1982	416	147	D-46948	LA	Lincoln
LA-TER0031-005	ROBERT MAY	UNION TEXAS PETROLEUM CORPORATION		9/29/1982	416	139	D-46946	LA	Lincoln
LA-TER0031-006	ANNIE RUTH STANDIFER FULCHER	UNION TEXAS PETROLEUM CORPORATION		4/14/1982	467	56	D-54889	LA	Lincoln
LA-TER0031-007	FENIS MARIE HILL	UNION TEXAS PETROLEUM CORPORATION		5/25/1981	340	17	D-35830	LA	Lincoln
LA-TER0031-008	FELTON HILL	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	338	58	D-35478	LA	Lincoln
LA-TER0031-009	PEGGY ANN HILL CHAIRES	UNION TEXAS PETROLEUM CORPORATION		5/25/1981	340	21	D-35831	LA	Lincoln
LA-TER0031-010	ELTON HILL	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	340	5	D-35827	LA	Lincoln
LA-TER0031-011	BARBARA ELLIS MCMURRAY	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	340	9	D-35828	LA	Lincoln
LA-TER0031-012	OSSIE HILL THOMAS	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	338	348	D-35637	LA	Lincoln
LA-TER0031-013	DOROTHY ELLIS CRAWFORD	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	340	13	D-35829	LA	Lincoln
LA-TER0031-014	JOHN WESLEY LOCKHART ET AL	KCS RESOURCES INC		8/28/2007	1253	642	F97724	LA	Lincoln
					203	356	D-2523
LA-TER0031-015	LADDIE DUPREE ET UX	FRANK D RIPPY		10/12/1976	203	356	D-2523	LA	Lincoln
					303	330	D-29763
LA-TER0031-016	SALLIE TALBERT GARNER	UNION TEXAS PETROLEUM		6/5/1980	303	330	D-29763	LA	Lincoln
LA-TER0031-017	LILLIAN GIVENS BURNHAM	UNION TEXAS PETROLEUM		7/12/1980	323	58	D-33200	LA	Lincoln
LA-TER0031-018	ALICE MARIE LEWIS PARKER	UNION TEXAS PETROLEUM		6/25/1980	308	322	D-30631	LA	Lincoln
LA-TER0031-019	CLEVELAND BROWN	UNION TEXAS PETROLEUM		9/3/1980	308	318	D-30630	LA	Lincoln
					314	144	D-31569
LA-TER0031-020	CARRIE MAE LEWIS KING	UNION TEXAS PETROLEUM		6/25/1980	314	144	D-31569	LA	Lincoln
					381	220	D-41937
LA-TER0031-021	JESSE COLQUIT ET UX	UNION TEXAS PETROLEUM CORPORATION		12/15/1981	381	220	D-41937	LA	Lincoln
					379	187	D-41599
LA-TER0031-022	GENE T OLIVER ET UX	UNION TEXAS PETROLEUM CORPORATION		3/19/1982	379	187	D-41599	LA	Lincoln
					381	224	D-41938
LA-TER0031-023	FILMORE COLQUIT	UNION TEXAS PETROLEUM		12/15/1981	381	224	D-41938	LA	Lincoln
LA-TER0031-024	LENOIT HILL	UNION TEXAS PETROLEUM CORPORATION		9/17/1980	312	95	D-31202	LA	Lincoln
LA-TER0031-025	MICHAEL J ELLIS	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	363	193	D-39502	LA	Lincoln
LA-TER0031-026	ELMER BRIDGES JR	UNION TEXAS PETROLEUM CORPORATION		11/20/1981	365	39	D-39682	LA	Lincoln
LA-TER0031-027	BETTY LYNN BRIDGES CHISM	UNION TEXAS PETROLEUM CORPORATION		11/20/1981	365	35	D-39681	LA	Lincoln
LA-TER0031-028	MARY ELLIS HUMES	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	345	298	D-36784	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-029	FLORA WALKER GOREE	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	345	302	D-36785	LA	Lincoln
LA-TER0031-030	DIANE WALKER MOORE	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	345	306	D-36786	LA	Lincoln
LA-TER0031-031	RUTH LEWIS BOOZE ET AL	UNION TEXAS PETROLEUM CORPORATION		6/13/1981	369	213	D-40325	LA	Lincoln
LA-TER0031-032	DALLAS WALKER	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	346	113	D-36836	LA	Lincoln
LA-TER0031-033	EZRA WALKER	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	346	116	D-36837	LA	Lincoln
LA-TER0031-034	JERELEAN WALKER DEBOSE	UNION TEXAS PETROLEUM CORPORATION		7/8/1981	346	120	D-36838	LA	Lincoln
LA-TER0031-035	JOE HILL JR	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	338	46	D-35475	LA	Lincoln
LA-TER0031-036	JENNIE LEE HILL CAMPBELL	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	338	50	D-35476	LA	Lincoln
LA-TER0031-037	WILLIAM HILL JR	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	338	54	D-35477	LA	Lincoln
LA-TER0031-038	LLOYD HILL	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	342	141	D-36261	LA	Lincoln
LA-TER0031-039	MARY JOYCE HILL	UNION TEXAS PETROLEUM CORPORATION		5/25/1981	340	25	D-35832	LA	Lincoln
LA-TER0031-040	ZANDRA ELLIS LEVINGSTON	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	342	137	D-36260	LA	Lincoln
LA-TER0031-041	LOTTIE MAE HILL STEIB	UNION TEXAS PETROLEUM CORPORATION		5/25/1981	355	297	D-38353	LA	Lincoln
LA-TER0031-042	THERESA DUNN CALDWELL	FRANK D RIPPY		3/16/1977	209	309	D-4781	LA	Lincoln
					258	151	D-23143
LA-TER0031-043	JIM ED REYNOLDS	ALLIED CHEMICAL CORPORATION		7/31/1979	258	151	D-23143	LA	Lincoln
					253	461	D-21773
LA-TER0031-044	PRENTISS CAMP	ALLIED CHEMICAL CORPORATION		6/25/1979	253	461	D-21773	LA	Lincoln
					253	465	D-21774
					253	465	D-21774
					253	465	D-21774
LA-TER0031-045	ELSIE KERKSIECK MENTIL	ALLIED CHEMICAL CORPORATION		6/25/1979	253	465	D-21774	LA	Lincoln
LA-TER0031-046	JESSIE REYNOLDS WINES	UNION TEXAS PETROLEUM CORPORATION		11/22/1982	418	262	D-47173	LA	Lincoln
LA-TER0031-047	LUGENE REYNOLDS	UNION TEXAS PETROLEUM CORPORATION		11/23/1982	418	266	D-47174	LA	Lincoln
LA-TER0031-048	JESSIE ADAMS WILLIAMS	UNION TEXAS PETROLEUM CORPORATION		7/16/1981	346	124	D-36839	LA	Lincoln
LA-TER0031-049	BOOKER T ADAMS	UNION TEXAS PETROLEUM CORP		7/16/1981	346	128	D-36840	LA	Lincoln
LA-TER0031-050	ESSIE LEAN ADAMS HOWARD	UNION TEXAS PETROLEUM CORP		7/15/1981	346	132	D-36841	LA	Lincoln
LA-TER0031-051	MARJORIE ADAMS WASHINGTON	UNION TEXAS PETROLEUM CORP		7/15/1981	347	195	D-37044	LA	Lincoln
LA-TER0031-052	MILTON D ADAMS	UNION TEXAS PETROLEUM CORP		7/15/1981	347	199	D-37045	LA	Lincoln
LA-TER0031-053	FLOYD REYNOLDS	UNION TEXAS PETROLEUM CORPORATION		7/11/1981	347	227	D-37052	LA	Lincoln
LA-TER0031-054	AVERT L ADAMS JR	UNION TEXAS PETROLEUM CORP		8/25/1981	352	224	D-37885	LA	Lincoln
LA-TER0031-055	PINKIE LOU REYNOLDS STREET	UNION TEXAS PETROLEUM CORP		11/22/1982	422	192	D47740	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-056	TITUS WALKER	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	347	207	D-37047	LA	Lincoln
LA-TER0031-057	NAOMI WALKER LEWIS	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	347	211	D-37048	LA	Lincoln
LA-TER0031-058	EMMA WALKER SMITH	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	347	219	D-37050	LA	Lincoln
LA-TER0031-059	CORNELL BROWN	UNION TEXAS PETROLEUM CORPORATION		6/6/1981	347	223	D-37051	LA	Lincoln
LA-TER0031-060	JAMES WALKER	UNION TEXAS PETROLEUM CORPORATION		12/16/1981	367	289	D-40027	LA	Lincoln
LA-TER0031-061	SUSAN ELLIS MCCRAY	UNION TEXAS PETROLEUM CORPORATION		10/8/1981	369	221	D-40327	LA	Lincoln
LA-TER0031-062	GLADYS DANIEL REED	UNION TEXAS PETROLEUM CORPORATION		3/12/1982	379	183	D-41598	LA	Lincoln
LA-TER0031-063	FRANK LOCKHART	UNION TEXAS PETROLEUM CORPORATION		3/12/1982	379	175	D-41596	LA	Lincoln
LA-TER0031-064	ANNIE MAE LOCKHART ROBINSON	UNION TEXAS PETROLEUM CORPORATION		3/12/1982	381	272	D-41950	LA	Lincoln
LA-TER0031-065	LUCILLE WILSON WALKER	UNION TEXAS PETROLEUM CORPORATION		3/12/1982	381	268	D-41949	LA	Lincoln
LA-TER0031-066	Q T MOORE WILSON CORBIN	UNION TEXAS PETROLEUM CORPORATION		3/12/1982	381	276	D-41951	LA	Lincoln
LA-TER0031-067	BERNICE SMITH HARRIS	UNION TEXAS PETROLEUM CORPORATION		3/17/1982	381	280	D-41952	LA	Lincoln
LA-TER0031-068	JAMES CHARLES WILSON	UNION TEXAS PETROLEUM CORPORATION		3/12/1982	381	260	D-41947	LA	Lincoln
LA-TER0031-069	MARY ODIS GREEN MILLER	UNION TEXAS PETROLEUM CORPORATION		3/17/1982	381	264	D-41948	LA	Lincoln
LA-TER0031-070	JESSIE B SMITH MCCOY	UNION TEXAS PETROLEUM CORPORATION		3/17/1982	381	248	D-41944	LA	Lincoln
LA-TER0031-071	MAGGIE LEE GREEN BREWSTER	UNION TEXAS PETROLEUM CORPORATION		3/17/1982	381	252	D-41945	LA	Lincoln
LA-TER0031-072	BENNY PIERCE	UNION TEXAS PETROLEUM CORPORATION		3/22/1982	381	256	D-41946	LA	Lincoln
LA-TER0031-073	BOBBIE RAY WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	390	57	D-43287	LA	Lincoln
LA-TER0031-074	OLLIE PIERCE LARK	UNION TEXAS PETROLEUM CORPORATION		3/15/1982	381	228	D-41939	LA	Lincoln
LA-TER0031-075	JOHNNY WILSON	UNION TEXAS PETROLEUM CORPORATION		3/22/1982	459	40	D-53677	LA	Lincoln
LA-TER0031-076	ISIAH PIERCE	UNION TEXAS PETROLEUM CORPORATION		3/25/1982	381	232	D-41940	LA	Lincoln
LA-TER0031-077	THOMAS JAMES PIERCE	UNION TEXAS PETROLEUM CORPORATION		4/20/1982	383	36	D-42157	LA	Lincoln
LA-TER0031-078	MAURENE LOCKHART GREEN	UNION TEXAS PETROLEUM CORPORATION		10/1/1982	416	119	D-46941	LA	Lincoln
LA-TER0031-079	ALLEN PIERCE	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	381	236	D-41941	LA	Lincoln
LA-TER0031-080	JESSES JAMES WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	392	29	D-43551	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-081	ROBERT LEE WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	432	208	D-49236	LA	Lincoln
LA-TER0031-082	GENE WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	390	61	D-43288	LA	Lincoln
LA-TER0031-083	RUBY JEAN WILSON WATSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	392	33	D-43552	LA	Lincoln
LA-TER0031-084	LULA MAE WILSON MCCHRISTER	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	432	220	D-49239	LA	Lincoln
LA-TER0031-085	HELEN WILSON SMITH	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	392	37	D-43553	LA	Lincoln
LA-TER0031-086	CATER WILSON	UNION TEXAS PETROLEUM CORPORATION		3/25/1982	401	92	D-44859	LA	Lincoln
LA-TER0031-087	RUTH PIERCE	UNION TEXAS PETROLEUM CORPORATION		3/25/1982	381	240	D-41942	LA	Lincoln
LA-TER0031-088	SARAH WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	392	25	D-43550	LA	Lincoln
LA-TER0031-089	ESPERANZA WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	390	65	D-43289	LA	Lincoln
LA-TER0031-090	JAMES EDWARD WILSON	UNION TEXAS PETROLEUM CORPORATION		3/18/1982	432	212	D-49237	LA	Lincoln
LA-TER0031-091	ANNA BELLE WILSON COLEMAN	UNION TEXAS PETROLEUM CORPORATION		3/22/1982	381	244	D-41943	LA	Lincoln
LA-TER0031-092	ELLIE BRIDGES	UNION TEXAS PETROLEUM CORPORATION		11/20/1981	381	216	D-41936	LA	Lincoln
LA-TER0031-093	JOHNNIE B WILSON MACK	UNION TEXAS PETROLEUM CORPORATION		4/20/1982	402	260	D-45111	LA	Lincoln
LA-TER0031-094	CLARA STANDIFER HENDERSON	UNION TEXAS PETROLEUM CORPORATION		4/19/1982	432	216	D-49238	LA	Lincoln
LA-TER0031-095	NORVIS S MALCOLM	UNION TEXAS PETROLEUM CORPORATION		10/5/1982	416	131	D-46944	LA	Lincoln
LA-TER0031-096	ALONZO D MALCOLM	UNION TEXAS PETROLEUM CORPORATION		9/29/1982	416	123	D-46942	LA	Lincoln
LA-TER0031-097	SHELTON MALCOLM	UNION TEXAS PETROLEUM CORPORATION		10/4/1982	416	135	D-46945	LA	Lincoln
LA-TER0031-098	MARY KENDRIX MALCOLM	UNION TEXAS PETROLEUM CORPORATION		9/29/1982	416	127	D-46943	LA	Lincoln
LA-TER0031-099	LEROY STANDIFER	UNION TEXAS PETROLEUM CORPORATION		10/1/1982	416	143	D-46947	LA	Lincoln
LA-TER0031-100	AZZIE DAVISON LEWIS	UNION TEXAS PETROLEUM CORPORATION		1/27/1983	421	41	D-47607	LA	Lincoln
LA-TER0031-101	IONIA HILL WHITE	UNION TEXAS PETROLEUM CORPORATION		5/18/1981	340	1	D-35826	LA	Lincoln
LA-TER0031-102	DAVID CHARLES HILL	UNION TEXAS PETROLEUM CORPORATION		5/25/1981	339	348	D-235825	LA	Lincoln
					231	73	D13447
					231	73	D13447
LA-TER0031-103	R L COLEMAN ET UX	FRANK D RIPPY		5/30/1978	231	73	D13447	LA	Lincoln
	A B ATKINS JR SUCCESSION
	REPRESENTED BY THE HOMER NATIONAL BANK AS
LA-TER0031-104	TESTAMENTARY EXECUTOR	FRANK D RIPPY		7/31/1978	237	133	D-15765	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	P E BROWN INDIV & A-I-F FOR
	WILLIAM DAVID BROWN
LA-TER0031-105	DULCIE PATRICIA BROWN	UNION TEXAS PETROLEUM CORPORATION		8/5/1980	301	109	D-29357	LA	Lincoln
					203	451	D-2546
LA-TER0031-106	GROVER CROWE JR	FRANK D RIPPY		11/6/1976	203	451	D-2546	LA	Lincoln
LA-TER0031-107	AVIS DYE HAMMONS ET AL	FRANK D RIPPY		10/27/1976	203	384	D-2530	LA	Lincoln
LA-TER0031-108	EVERLEANER REED DANIELS ET VIR	FRANK D RIPPY		11/9/1976	203	397	D-2533	LA	Lincoln
LA-TER0031-109	SALLIE LOCKHART LEWIS ET AL	FRANK D RIPPY		11/11/1976	203	447	D-2545	LA	Lincoln
LA-TER0031-110	J C CROW	FRANK D RIPPY		11/10/1976	203	443	D-2544	LA	Lincoln
LA-TER0031-111	OLG B GRIMES HAMPTON ET AL	FRANK D RIPPY		11/16/1976	203	439	D-2543	LA	Lincoln
LA-TER0031-112	R B DANIEL	FRANK D RIPPY		11/15/1976	203	435	D-2542	LA	Lincoln
LA-TER0031-113	ALMA GOLDSMITH	FRANK D RIPPY		11/16/1976	203	431	D-2541	LA	Lincoln
LA-TER0031-114	WILLIE DAVIS ET AL	FRANK D RIPPY		11/12/1976	203	415	D-2537	LA	Lincoln
					251	725	D-21264
					251	725	D-21264
LA-TER0031-115	AURELIA CAMP HULSE	FRANK D RIPPY		2/23/1977	251	725	D-21264	LA	Lincoln
LA-TER0031-116	LUMMYE HUDGENS SEALS	FRANK D RIPPY		11/4/1976	203	463	D-2549	LA	Lincoln
					203	618	D-2641
					203	618	D-2641
					203	618	D-2641
LA-TER0031-117	MRS ROY WESSON	FRANK D RIPPY		11/15/1976	203	618	D-2641	LA	Lincoln
LA-TER0031-118	WILLIE ADAMS	UNION TEXAS PETROLEUM CORPORATION		6/26/1981	345	310	D-36787	LA	Lincoln
LA-TER0031-119	BILLIE ADAMS	UNION TEXAS PETROLEUM CORPORATION		6/26/1981	345	314	D-36788	LA	Lincoln
LA-TER0031-120	MARY JANE ADAMS ELLIS	UNION TEXAS PETROLEUM CORPORATION		6/26/1981	345	318	D-36789	LA	Lincoln
LA-TER0031-121	EDWARD JENKINS	UNION TEXAS PETROLEUM CORPORATION		11/24/1982	418	246	D-47169	LA	Lincoln
LA-TER0031-122	BARBARA JENKINS	UNION TEXAS PETROLEUM CORPORATION		11/23/1982	418	250	D-47170	LA	Lincoln
LA-TER0031-123	ELIZABETH REYNOLDS WASHINGTON	UNION TEXAS PETROLEUM CORPORATION		11/22/1982	418	254	D-47171	LA	Lincoln
LA-TER0031-124	GLORIA DELL JENKINS	UNION TEXAS PETROLEUM CORPORATION		11/24/1982	418	258	D-47172	LA	Lincoln
LA-TER0031-125	ESSIE ADAMS MALCOLM	UNION TEXAS PETROLEUM CORPORATION		7/16/1981	347	203	D-37046	LA	Lincoln
LA-TER0031-126	MARY ADAMS	UNION TEXAS PETROLEUM CORPORATION		7/16/1981	346	136	D-36842	LA	Lincoln
LA-TER0031-127	JANET ADAMS CASEY	UNION TEXAS PETROLEUM CORPORATION		8/14/1981	365	47	D-39684	LA	Lincoln
LA-TER0031-128	OAKLAND B ADAMS	UNION TEXAS PETROLEUM CORPORATION		8/27/1981	352	228	D-37886	LA	Lincoln
LA-TER0031-129	JACOB PARKER ADAMS JR	UNION TEXAS PETROLEUM CORPORATION		8/15/1981	355	305	D-38355	LA	Lincoln
LA-TER0031-130	ELAINE ADAMS WILSON	UNION TEXAS PETROLEUM CORPORATION		9/3/1981	355	301	D-38354	LA	Lincoln
LA-TER0031-131	CARRIE REYNOLDS MCCLAIN ET VIR	UNION TEXAS PETROLEUM CORPORATION		11/23/1982	418	242	D-47168	LA	Lincoln
LA-TER0031-132	NELLIE LEWIS BROWN ET AL	UNION TEXAS PETROLEUM CORPORATION		10/1/1981	355	309	D-38356	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-133	SALLIE LOCKHART LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	355	313	D-38357	LA	Lincoln
LA-TER0031-134	ODIS MALCOLM ADAMS	UNION TEXAS PETROLEUM CORPORATION		9/8/1981	355	293	D-38352	LA	Lincoln
LA-TER0031-135	RUBY LEE LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	367	294	D-40028	LA	Lincoln
LA-TER0031-136	EFFIE LEWIS JOHNSON	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	355	317	D-38358	LA	Lincoln
LA-TER0031-137	SARAH JEAN LEWIS DAVIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	355	321	D-38359	LA	Lincoln
LA-TER0031-138	MILTON LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	363	169	D-39496	LA	Lincoln
LA-TER0031-139	ALMER LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	363	173	D-39497	LA	Lincoln
LA-TER0031-140	MARY LEWIS KILLINGS ET AL	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	363	177	D-39498	LA	Lincoln
LA-TER0031-141	ANDREW LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/8/1981	363	181	D-39499	LA	Lincoln
LA-TER0031-142	CLAUDE LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	363	185	D-39500	LA	Lincoln
LA-TER0031-143	MARVIN LEWIS	UNION TEXAS PETROLEUM CORPORATION		10/2/1981	363	189	D-39501	LA	Lincoln
LA-TER0031-144	MAMMIE BEATRICE ADAMS REED	UNION TEXAS PETROLEUM CORPORATION		8/15/1981	368	304	D-40212	LA	Lincoln
LA-TER0031-145	VIRGINIA ADAMS MAY	UNION TEXAS PETROLEUM CORPORATION		1/19/1982	369	217	D-40326	LA	Lincoln
LA-TER0031-146	GEORGIA B ADAMS LEWIS	UNION TEXAS PETROLEUM CORPORATION		2/15/1982	375	252	D-41126	LA	Lincoln
LA-TER0031-147	VELONIA ADAMS PALMER	UNION TEXAS PETROLEUM CORPORATION		2/15/1982	375	256	D-41127	LA	Lincoln
LA-TER0031-148	ORA LEE ADAMS HILDRETH	UNION TEXAS PETROLEUM CORPORATION		2/15/1982	375	260	D-41128	LA	Lincoln
LA-TER0031-149	EARLINE BEATRICE ADAMS GREER	UNION TEXAS PETROLEUM CORPORATION		2/15/1982	379	179	D-41597	LA	Lincoln
LA-TER0031-150	MERCIE D JENKINS WEST	UNION TEXAS PETROLEUM CORP		11/23/1982	418	238	D-47167	LA	Lincoln
LA-TER0031-151	EFFIE JEWEL REYNOLDS BADGER	UNION TEXAS PETROLEUM CORP		11/22/1982	418	234	D-47166	LA	Lincoln
LA-TER0031-152	BOBBY REYNOLDS	UNION TEXAS PETROLEUM CORP		11/22/1982	428	97	D-48535	LA	Lincoln
LA-TER0031-153	OLLIE MARIE JENKINS WATTS	UNION TEXAS PETROLEUM CORP		11/24/1982	421	53	D-47610	LA	Lincoln
LA-TER0031-154	TILLMON JENKINS JR	UNION TEXAS PETROLEUM CORP		11/23/1982	432	224	D-49240	LA	Lincoln
LA-TER0031-155	VELMA REYNOLDS SPIVEY	UNION TEXAS PETROLEUM CORP		11/22/1982	421	45	D-47608	LA	Lincoln
LA-TER0031-156	EVA REYNOLDS BLOUNT	UNION TEXAS PETROLEUM CORPORATION		11/23/1982	421	37	D-47606	LA	Lincoln
LA-TER0031-157	RUBY L MCCLAIN ET VIR	UNION TEXAS PETROLEUM CORPORATION		3/4/1983	479	204	D56489	LA	Lincoln
					203	344	D-2520
LA-TER0031-158	JOHN ELTON DUNN	FRANK D RIPPY		10/8/1976	203	344	D-2520	LA	Lincoln
LA-TER0031-159	LONNIE DUNN	FRANK D RIPPY		10/25/1976	203	348	D-2521	LA	Lincoln
LA-TER0031-160	JUDGE DUNN	FRANK D RIPPY		10/26/1976	203	352	D-2522	LA	Lincoln
LA-TER0031-161	ZENOBIA DUNN	FRANK D RIPPY		10/26/1976	203	471	D-2551	LA	Lincoln
LA-TER0031-162	COLLEEN LEWIS	FRANK D RIPPY		11/3/1976	203	467	D-2550	LA	Lincoln
LA-TER0031-163	MATTIELEE WALLER	FRANK D RIPPY		11/9/1976	203	427	D-2540	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-164	SHELTON EARL DUNN	FRANK D RIPPY		3/18/1977	209	317	D-4783	LA	Lincoln
LA-TER0031-165	NELLIE MARIE KNIGHT	FRANK D RIPPY		3/24/1977	209	321	D-4784	LA	Lincoln
LA-TER0031-166	NELLIE BURKS DUNN	FRANK D RIPPY		3/15/1977	209	313	D-4782	LA	Lincoln
LA-TER0031-167	THERON J DUNN	FRANK D RIPPY		3/17/1977	208	335	D-4426	LA	Lincoln
					262	046	D-23691
LA-TER0031-168	LOU ALICE REYNOLDS PATTERSON	ALLIED CHEMICAL CORPORATION		7/31/1979	262	046	D-23691	LA	Lincoln
					274	105	D-25382
LA-TER0031-169	MARY LEE ARRINGTON MOTT	UNION TEXAS PETROLEUM CORPORATION		1/15/1980	274	105	D-25382	LA	Lincoln
LA-TER0031-170	BENFADINE ROBERSON CRIBBS	UNION TEXAS PETROLEUM CORPORATION		1/22/1981	329	17	D33945	LA	Lincoln
LA-TER0031-171	JAMES ROBERSON	UNION TEXAS PETROLEUM CORPORATION		1/22/1981	329	9	D-33943	LA	Lincoln
LA-TER0031-172	CORA B ROBERSON HOLMES	UNION TEXAS PETROLEUM CORPORATION		1/22/1981	329	13	D-33944	LA	Lincoln
LA-TER0031-173	JOHN HARRIELL FOGLE	UNION TEXAS PETROLEUM CORPORATION		1/22/1981	329	1	D-33941	LA	Lincoln
LA-TER0031-174	WILBERT DOUGLAS FOGLE ET AL	UNION TEXAS PETROLEUM CORPORATION		1/22/1981	328	340	D-33938	LA	Lincoln
LA-TER0031-175	O D ROBERSON	UNION TEXAS PETROLEUM CORPORATION		1/22/1981	238	344	D-33939	LA	Lincoln
LA-TER0031-176	CLARESTA ROBERSON SHIELDS	UNION TEXAS PETROLEUM CORPORATION		2/11/1981	333	37	D-34594	LA	Lincoln
LA-TER0031-177	NATHANIEL ROBERSON	UNION TEXAS PETROLEUM CORPORATION		4/15/1981	330	106	D-34126	LA	Lincoln
LA-TER0031-178	LARRY ROBERSON	UNION TEXAS PETROLEUM CORPORATION		2/10/1981	333	34	D-34593	LA	Lincoln
	MARY AMELIA WHITED TRUST
LA-TER0031-179	FIRST NATIONAL BANK OF SHREVEPORT TRUSTEE	FRANK D RIPPY		12/20/1976	203	839	D-2724	LA	Lincoln
					258	147	D-23142
LA-TER0031-180	CHARLIE REYNOLDS	ALLIED CHEMICAL CORPORATION		7/31/1979	258	147	D-23142	LA	Lincoln
LA-TER0031-181	GERTRUDE DANIEL CRAWFORD	JAMES R HOOD		3/27/1978	228	168	D-12460	LA	Lincoln
LA-TER0031-182	SHELBY HILL	FRANK D RIPPY		10/23/1976	203	459	D-2548	LA	Lincoln
LA-TER0031-183	MARK GLAZER	FRANK D RIPPY		10/29/1976	203	376	D-2528	LA	Lincoln
LA-TER0031-184	MEYER WELDMAN	FRANK D RIPPY		10/22/1976	203	606	D-2638	LA	Lincoln
LA-TER0031-185	MARY BELL COLQUITT	FRANK D RIPPY		11/17/1976	203	835	D-2723	LA	Lincoln
LA-TER0031-186	GERTRUDE THOMPSON HILL	FRANK D RIPPY		11/17/1976	203	455	D-2547	LA	Lincoln
LA-TER0031-187	HENRY FLORSHEIM JR	FRANK D RIPPY		10/22/1976	204	168	D-2829	LA	Lincoln
LA-TER0031-188	WILLIAM P TALBERT ET AL	UNION TEXAS PETROLEUM		6/5/1980	293	120	D-28202	LA	Lincoln
LA-TER0031-189	JOHN WILKS	UNION TEXAS PETROLEUM		6/4/1980	298	26	D-28916	LA	Lincoln
LA-TER0031-190	JESSIE LEE TALBERT	UNION TEXAS PETROLEUM		6/5/1980	299	347	D-29222	LA	Lincoln
					71	533	N-131276
					71	533	N-131276
LA-TER0031-191	ROBERT ULMER JR	SOUTHWEST GAS PRODUCING CO INC		5/2/1955	71	533	N-131276	LA	Lincoln
					73	303	N-135963
					73	303	N-135963
LA-TER0031-192	R L COLEMAN ET AL	SOUTHWEST GAS PRODUCING CO INC ET AL		3/27/1956	73	303	N-135963	LA	Lincoln
					66	35	N-120117
LA-TER0031-193	ALMAR LEWIS ET AL	J HOWARD HOOPER		4/24/1953	66	35	N-120117	LA	Lincoln
					69	589	N-126976
LA-TER0031-194	THERESA MAYFIELD GRAY ET AL	SOUTHWEST GAS PRODUCING CO INC ET AL		5/12/1954	69	589	N-126976	LA	Lincoln
					70	141	N-126517

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0031-195	WILLIE MAE MAYFIELD WARREN	SOUTHWEST GAS PRODUCING CO INC ET AL		5/27/1954	70	141	N-126517	LA	Lincoln
					65	151	N-118951
LA-TER0031-196	LUTHER CILLIS COLQUITT ET AL	A R WHERRITT		1/29/1953	65	151	N-118951	LA	Lincoln
					70	89	N-126367
LA-TER0031-197	MACK MAYFIELD	SOUTHWEST GAS PRODUCING CO INC ET AL		5/27/1954	70	89	N-126367	LA	Lincoln
					70	155	N-126595
LA-TER0031-198	RUTLEDGE MAYFIELD	SOUTHWEST GAS PRODUCING CO INC ET AL		5/27/1954	70	155	N-126595	LA	Lincoln
LA-TER0031-199	CHARLIE S DYE	FRANK D RIPPY		10/25/1976	203	380	D-2529	LA	Lincoln
LA-TER0031-200	ADA LOCKHART CROWE	FRANK D RIPPY		10/27/1976	203	388	D-2531	LA	Lincoln
	MARY STANDIFER HILL PAGE
LA-TER0031-201	NATURAL TUTRIX OF RAVA D HILL	UNION TEXAS PETROLEUM CORPORATION		3/31/1981	333	41	D34595	LA	Lincoln
LA-TER0032-000	NORMAN LAMAR DOWLING ET AL	C C BARHAM		1/28/1953	64	527	N-118459	LA	Lincoln
LA-TER0033-000	JOHN L HOOD	J HOWARD HOOPER		3/8/1954	69	589	N-124956	LA	Lincoln
LA-TER0034-000	DOROTHY MAE DOWLING	C C BARHAM		1/28/1953	64	391	N-118283	LA	Lincoln
	DOROTHY MAE DOWLING
LA-TER0035-000	REPRESENTED BY WILLIE DOWLING NATURAL TUTRIX	H W KLEIN		4/19/1949	50	161	N-88072	LA	Lincoln
LA-TER0036-000	J L HOOD	H W KLEIN		4/8/1949	50	93	N-87791	LA	Lincoln
LA-TER0038-000	NORMAN LAMAR DOWLING ET AL	BYRON H SCHAFF		2/12/1949	49	447	N-87102	LA	Lincoln
LA-TER0039-000	SIDNEY F HOOD	BYRON H SCHAFF		2/12/1949	49	399	N-87067	LA	Lincoln
LA-TER0040-000	L R SKINNER	BYRON H SCHAFF		2/21/1949			N-87098	LA	Lincoln
LA-TER0041-000	MILDRED MEDRICK HOOD CANTERBURY ET VIR	KCS RESOURCES INC		10/24/2002	1150	824	50385	LA	Lincoln
LA-TER0042-000	ALBERT FREDERICK HOOD ET UX	KCS RESOURCES INC		10/23/2002	1150	827	50386	LA	Lincoln
LA-TER0043-001	DAVID S SKINNER ET UX	KCS RESOURCES INC		10/28/2002	1150	833	50388	LA	Lincoln
LA-TER0043-002	JAMES C SKINNER ET UX	KCS RESOURCES INC		10/24/2002	1150	830	50387	LA	Lincoln
LA-TER0043-003	LEE ROY SKINNER JR ET UX	KCS RESOURCES INC		10/28/2002	1150	836	50389	LA	Lincoln
LA-TER0044-000	MILTON LAVELLE HOOD ET AL	KCS RESOURCES INC		11/20/2003	1154	797	52903	LA	Lincoln
LA-TER0045-000	NORMAN L DOWLING ET UX	KCS RESOURCES INC		7/19/2005	1181	835	F68152	LA	Lincoln
LA-TER0047-001	ANTHONY WAYNE CROCKETT	KCS RESOURCES INC		1/9/2007	1216	153	F82449	LA	Lincoln
LA-TER0047-002	ANDREW LEWIS	KCS RESOURCES INC		8/22/2006	1216	750	F82728	LA	Lincoln
LA-TER0047-003	CLAUDE LEWIS	KCS RESOURCES INC		8/22/2006	1216	752	F82729	LA	Lincoln
LA-TER0047-004	EFFIE LEWIS JOHNSON	KCS RESOURCES INC		8/22/2006	1216	754	F82730	LA	Lincoln
LA-TER0047-005	JOHN H LEWIS	KCS RESOURCES INC		8/22/2006	1216	758	F82732	LA	Lincoln
LA-TER0047-006	LACY B LEWIS	KCS RESOURCES INC		8/22/2006	1216	760	F82733	LA	Lincoln
LA-TER0047-007	MARVIN LEWIS	KCS RESOURCES INC		8/22/2006	1216	762	F82734	LA	Lincoln
LA-TER0047-008	MARY LEWIS KILLINGS	KCS RESOURCES INC		8/22/2006	1216	764	F82735	LA	Lincoln
LA-TER0047-009	MILTON LEWIS	KCS RESOURCES INC		8/22/2006	1216	766	F82736	LA	Lincoln
	NELLIE LEWIS BROWN
LA-TER0047-010	REPRESENTED BY BETTYE JONES AGENT & A-I-F	KCS RESOURCES INC		8/22/2006	1216	768	F82737	LA	Lincoln
LA-TER0047-011	RONALD D LEWIS	KCS RESOURCES INC		8/22/2006	1216	770	F82738	LA	Lincoln
LA-TER0047-012	RUBY LEE LEWIS AUSTIN	KCS RESOURCES INC		8/22/2006	1216	772	F82739	LA	Lincoln
LA-TER0047-013	SARAH JEAN LEWIS DAVIS	KCS RESOURCES INC		8/22/2006	1216	774	F82740	LA	Lincoln
LA-TER0047-014	GLADYS LEWIS	KCS RESOURCES INC		8/22/2006	1216	756	F82731	LA	Lincoln
LA-TER0048-001	ELVA MARIE CARTER TERRELL ET AL	KCS RESOURCES INC		7/18/2006	1216	170	F82455	LA	Lincoln
LA-TER0048-002	DON C BURNS ET UX	KCS RESOURCES INC		7/19/2006	1216	173	F82456	LA	Lincoln
LA-TER0049-001	MARTHA REED WOJECKI	ROBERT E MCKELLAR		11/11/2003	1153	477	52147	LA	Lincoln
LA-TER0049-002	COURTNEY REED JR ET UX	ROBERT E MCKELLAR		11/11/2003	1153	342	52055	LA	Lincoln
					203	299	D-2509
LA-TER0049-003	ZORA PASCHAL ZACHRY ET AL	FRANK D RIPPY		9/23/1976	203	299	D-2509	LA	Lincoln
					203	303	D-2510

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0049-004	RICHARD JEFF ZACHRY ET AL	FRANK D RIPPY		9/24/1976	203	303	D-2510	LA	Lincoln
LA-TER0049-005	COURTNEY A REED JR ET AL	SCHOEFFLER ENERGY LLC		5/13/2013	1331	656	F133981	LA	Lincoln
LA-TER0049-006	MARGARET LOUISE WILLIAMS ZACHRY ET AL	SCHOEFFLER ENERGY LLC		8/30/2013				LA	Lincoln
LA-TER0050-000	DONNA SIMPSON MOORE	KCS RESOURCES INC		2/17/2004	1159	170	55340	LA	Lincoln
LA-TER0051-000	JOHN M HOOD	KCS RESOURCES INC		11/20/2003	1154	651	52809	LA	Lincoln
LA-TER0052-000	MILTON LAVELLE HOOD	KCS RESOURCES INC		11/20/2003	1154	809	52905	LA	Lincoln
LA-TER0053-001	GEORGE RANDALL PYLES ET UX	KCS RESOURCES INC		3/1/2004	1158	3	54679	LA	Lincoln
LA-TER0053-002	BILLY BRUCE DOUGLAS JR ET UX	KCS RESOURCES INC		3/1/2004	1160	604	56498	LA	Lincoln
LA-TER0054-001	WENDY SINGLETON REEVES	KCS RESOURCES INC		2/17/2004	1158	23	54686	LA	Lincoln
LA-TER0054-002	MARLETTE SINGLETON RYAN	KCS RESOURCES INC		2/17/2004	1158	640	55065	LA	Lincoln
LA-TER0055-000	GERALD CLAYTON SINGLETON ET UX	KCS RESOURCES INC		12/3/2003	1155	215	53091	LA	Lincoln
LA-TER0056-000	EVA COX SINGLETON HAMMONS	KCS RESOURCES INC		12/2/2003	1155	668	53321	LA	Lincoln
LA-TER0057-000	EVA DALE HENRY ET AL	KCS RESOURCES INC		11/11/2003	1155	665	53320	LA	Lincoln
LA-TER0058-001	TRAVIS DEAN HOOD ET UX	KCS RESOURCES INC		11/18/2003	1157	29	54071	LA	Lincoln
LA-TER0058-002	ANDY L TURLINGTON ET UX	KCS RESOURCES INC		11/21/2003	1157	26	54070	LA	Lincoln
LA-TER0059-000	BOBBY G MCCULLIN ET AL	KCS RESOURCES INC		1/5/2004	1157	20	54068	LA	Lincoln
LA-TER0060-000	JAMES EDWARD LEWELLYAN	KCS RESOURCES INC		11/13/2003	1157	23	54069	LA	Lincoln
LA-TER0061-000	ALBERT FREDERICK HOOD ET UX	KCS RESOURCES INC		11/18/2003	1157	32	54072	LA	Lincoln
LA-TER0062-000	MILDRED MEDRICK HOOD CANTERBURY ET VIR	KCS RESOURCES INC		11/18/2003	1157	35	54073	LA	Lincoln
LA-TER0063-000	WEYERHAEUSER COMPANY	KCS RESOURCES INC		10/27/2004	1167	722	60700	LA	Lincoln
LA-TER0064-000	EUGENIA WEIR	KCS RESOURCES INC		4/11/2005	1180	613	F67458	LA	Lincoln
LA-TER0065-000	GEORGE RANDALL PYLES ET UX	KCS RESOURCES INC		1/26/2006	1190	175	F71782	LA	Lincoln
LA-TER0066-000	MARVIN EDGAR DAVIDSON ET UX	ROBERT E MCKELLAR		11/11/2003	1152	604	51660	LA	Lincoln
LA-TER0067-000	SHELBY GENE COOPER	ROBERT E MCKELLAR		11/11/2003	1152	608	51661	LA	Lincoln
LA-TER0068-000	WILLARD DON WALLACE ET AL	KCS RESOURCES INC		11/7/2003	1156	438	53726	LA	Lincoln
LA-TER0069-000	MARY PILGREEN WILSON	KCS RESOURCES INC		11/19/2003	1154	640	52805	LA	Lincoln
					1156	77	053462
LA-TER0070-001	MARY ELIZABETH HARRISON TRANT ET AL	KCS RESOURCES INC		11/17/2003	1156	77	053462	LA	Lincoln
					1155	241	053100
LA-TER0070-002	KATHLEEN HARRISON HARPER	KCS RESOURCES INC		11/17/2003	1155	241	053100	LA	Lincoln
					1156	232	053602
LA-TER0070-003	WALLACE S HARRISON ET AL	KCS RESOURCES INC		11/15/2003	1156	232	053602	LA	Lincoln
LA-TER0070-004	MARSHALL C HEDGEPETH ET AL	KCS RESOURCES INC		12/30/2003	1156	251	53618	LA	Lincoln
LA-TER0070-005	JOHN CARROLL GIPSON	KCS RESOURCES INC		12/17/2003	1155	671	53322	LA	Lincoln
LA-TER0070-006	ELIZABETH GIPSON THOMAS	KCS RESOURCES INC		12/17/2003	1155	649	53315	LA	Lincoln
LA-TER0070-007	WILLIAM DAVID HEDGEPETH	KCS RESOURCES INC		12/15/2003	1156	279	53630	LA	Lincoln
LA-TER0070-008	INEZ HEDGEPETH BURGE	KCS RESOURCES INC		1/15/2004	1157	4	54064	LA	Lincoln
LA-TER0070-009	JAMES PATRICK DUGGAN	KCS RESOURCES INC		1/20/2004	1158	21	54685	LA	Lincoln
LA-TER0070-010	RHONDA CRENSHAW LITTLE	KCS RESOURCES INC		1/20/2004	1158	630	55061	LA	Lincoln
	MARGUERITE HENRY GARRETT
LA-TER0070-011	WALLACE S HARRISON AGENT & A-I-F	KCS RESOURCES INC		5/7/2004	1160	607	56499	LA	Lincoln
LA-TER0070-012	C L MCCRARY JR	KCS RESOURCES INC		5/7/2004	1160	610	56500	LA	Lincoln
LA-TER0070-013	FRANCES V HARRISON	KCS RESOURCES INC		5/7/2004	1161	251	56815	LA	Lincoln
LA-TER0070-014	JOHANNA HULLS HUGGANS	KCS RESOURCES INC		12/19/2003	1160	149	56088	LA	Lincoln
LA-TER0070-015	PHILLIP MCCRARY	KCS RESOURCES INC		7/7/2004	1163	729	58300	LA	Lincoln
LA-TER0070-016	VIRGINIA ANN DUGGAN MOSHER	KCS RESOURCES INC		7/6/2004	1163	727	58299	LA	Lincoln
LA-TER0070-017	PATRICIA HARPER	KCS RESOURCES INC		7/8/2004	1163	725	58298	LA	Lincoln
LA-TER0070-018	KAY C DUGGAN	KCS RESOURCES INC		7/7/2004	1163	731	58301	LA	Lincoln
	KAY HOWARD ANDERSON INDIVIDUALLY AND
LA-TER0070-019	AS AGENT AND A-I-F FOR JAMES C HOWARD	KCS RESOURCES INC		7/6/2004	1163	723	58297	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0070-020	ALICE HULLS ANDREYK	KCS RESOURCES INC		7/8/2004	1165	182	59176	LA	Lincoln
LA-TER0070-021	ELEANOR MCCRARY BELLER	KCS RESOURCES INC		11/23/2004	1173	241	63590	LA	Lincoln
LA-TER0070-022	SONDRA MCCRARY CLARK	KCS RESOURCES INC		5/12/2005	1180	610	F67456	LA	Lincoln
LA-TER0070-023	GLENDA T EADES	KCS RESOURCES INC		5/12/2005	1180	611	F67457	LA	Lincoln
LA-TER0070-024	LOUISIANA METHODIST CHILDRENS HOME OF RUSTON	KCS RESOURCES INC		4/18/2007	1225	390	F86214	LA	Lincoln
LA-TER0070-025	BILLYE MARGARET SNIDER HUFF	KCS RESOURCES INC		4/18/2007	1225	374	F86206	LA	Lincoln
LA-TER0070-026	JOHN STEVEN DELONY	KCS RESOURCES INC		4/18/2007	1225	392	F86215	LA	Lincoln
LA-TER0070-027	GEORGE PATRICK DELONY	KCS RESOURCES INC		4/18/2007	1225	376	F86207	LA	Lincoln
LA-TER0070-028	JERRY GENE MCCRARY	KCS RESOURCES INC		3/9/2007	1225	378	F86208	LA	Lincoln
LA-TER0070-029	JAMES ARNOLD DELONEY	KCS RESOURCES INC		4/18/2007	1225	386	F86212	LA	Lincoln
LA-TER0070-030	PEGGY DELONY	KCS RESOURCES INC		4/18/2007	1225	380	F86209	LA	Lincoln
LA-TER0070-031	JO ANNE DELONY RAINEY	KCS RESOURCES INC		4/18/2007	1225	382	F86210	LA	Lincoln
LA-TER0070-032	JUDITH LORRAINE DELONY WASSON	KCS RESOURCES, INC		4/18/2007	1225	384	F86211	LA	Lincoln
LA-TER0070-033	RONNIE LEE MCCULLIN	KCS RESOURCES INC		4/18/2007	1225	388	F86213	LA	Lincoln
LA-TER0071-000	WALLACE S HARRISON ET AL	KCS RESOURCES INC		11/15/2003	1156	239	53607	LA	Lincoln
	WALLACE HARRISON INDIV AND AS AGENT AND A-I-F
LA-TER0072-001	FOR MARGUERITE HENRY GARRETT ET AL	KCS RESOURCES INC		11/17/2003	1155	658	53318	LA	Lincoln
LA-TER0072-002	KATHLEEN HARRISON HARPER	KCS RESOURCES INC		11/17/2003	1156	270	53627	LA	Lincoln
LA-TER0072-003	MARY ELIZABETH HARRISON TRANT ET AL	KCS RESOURCES INC		11/17/2003	1156	80	53463	LA	Lincoln
LA-TER0073-001	WAITE FAMILY LTD PARTNERSHIP	KCS RESOURCES INC		11/20/2003	1155	235	53098	LA	Lincoln
LA-TER0073-002	BETTY DURRETT JINKS	KCS RESOURCES INC		11/18/2003	1155	238	53099	LA	Lincoln
	B H DURRETT HOLDINGS LP REPRESENTED BY NANCY
LA-TER0073-003	DURRETT DRIVER	KCS RESOURCES INC		11/24/2003	1155	226	53095	LA	Lincoln
	B H DURRETT HOLDINGS LP REPRESENTED BY
LA-TER0073-004	CHARLOTTE ANN DURRETT	KCS RESOURCES INC		11/24/2003	1155	229	53096	LA	Lincoln
	B H DURRETT HOLDINGS LP REPRESENTED BY DAISY
LA-TER0073-005	DURRETT BATMAN	KCS RESOURCES INC		11/24/2003	1155	232	53097	LA	Lincoln
LA-TER0073-006	MARGARET DURRETT SMITH	KCS RESOURCES INC		11/24/2003	1155	244	53101	LA	Lincoln
LA-TER0074-000	RUSSELL A WOODARD ET UX	KCS RESOURCES INC		12/3/2003	1155	651	53316	LA	Lincoln
LA-TER0075-000	NELDA LOU PILGREEN	KCS RESOURCES INC		11/19/2003	1155	655	53317	LA	Lincoln
LA-TER0076-001	HELEN KNOTTS EVANS SHRELL	KCS RESOURCES INC		12/30/2003	1156	273	53628	LA	Lincoln
LA-TER0076-002	RUTH KNOTTS DUSAN	KCS RESOURCES INC		12/31/2003	1156	267	53626	LA	Lincoln
LA-TER0076-003	HAROLD MELBERN KNOTTS	KCS RESOURCES INC		12/30/2003	1156	276	53629	LA	Lincoln
LA-TER0077-000	EVA DALE HENRY ET AL	KCS RESOURCES INC		2/21/2004	1158	634	55063	LA	Lincoln
LA-TER0078-000	CYNTHIA ANN HENRY MAGEE ET AL	KCS RESOURCES INC		2/21/2004	1158	632	55062	LA	Lincoln
LA-TER0079-000	FRANCES V HARRISON	KCS RESOURCES INC		11/9/2003	1154	649	F52808	LA	Lincoln
LA-TER0080-000	SAMMIE WOODROW COLVIN ET AL	KCS RESOURCES INC		11/20/2003	1154	643	52806	LA	Lincoln
LA-TER0080-T00	KATHERINE ELAINE COLVIN BARRETT	KCS RESOURCES INC		6/12/2006	1209	28	F79806	LA	Lincoln
LA-TER0081-001	EDWARD HOPKINS LEATHERMAN	KCS RESOURCES INC		11/16/2003	1154	646	52807	LA	Lincoln
LA-TER0081-002	MERRILEE STREUN LEATHERMAN CARTER	KCS RESOURCES INC		11/8/2003	1154	656	52810	LA	Lincoln
LA-TER0081-003	KENT ANDERSON ET UX	COHORT ENERGY COMPANY		2/9/2004	1162	144	57457	LA	Lincoln
LA-TER0082-000	MILTON LAVELLE HOOD ET AL	KCS RESOURCES INC		11/20/2003	1154	791	52902	LA	Lincoln
LA-TER0083-001	KATHLEEN HARRISON HARPER ET AL	KCS RESOURCES INC		11/9/2003	1156	266	53625	LA	Lincoln
LA-TER0083-002	PATRICIA HARRISON AUDIRSCH	KCS RESOURCES INC		11/11/2003	1155	224	53094	LA	Lincoln
LA-TER0084-000	WALLACE S HARRISON ET AL	KCS RESOURCES INC		11/11/2003	1156	259	53621	LA	Lincoln
LA-TER0085-000	VIVIAN S MAGEE ET AL	KCS RESOURCES INC		12/3/2003	1156	253	53619	LA	Lincoln
LA-TER0086-000	FREDDIE DON MULLINS	KCS RESOURCES INC		11/7/2003	1156	441	53727	LA	Lincoln
LA-TER0087-000	YVONNE H MCKINNEY	COHORT ENERGY COMPANY		9/10/2003	1155	4	52938	LA	Lincoln
LA-TER0088-000	MARTHA HAMMON YOUNG ET VIR	COHORT ENERGY COMPANY		9/12/2003	1155	26	52945	LA	Lincoln
LA-TER0089-000	MAVIS HAMMON SPAIN	COHORT ENERGY COMPANY		8/27/2003	1154	14	52941	LA	Lincoln
					1155	41	052950

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0090-001	PAMELA GAYE GANEY	COHORT ENERGY COMPANY		9/29/2003				LA	Lincoln
LA-TER0090-002	LEE ROY SANFORD ET UX	COHORT ENERGY COMPANY		9/29/2003	1155	32	52947	LA	Lincoln
					1155	38	052949
LA-TER0090-003	LISA CARROLL LETTERMAN	COHORT ENERGY COMPANY		9/29/2003	1155	38	052949	LA	Lincoln
					1155	44	052951
LA-TER0090-004	MICHAEL GENE SANFORD	COHORT ENERGY COMPANY		9/29/2003	1155	44	052951	LA	Lincoln
LA-TER0091-001	DAVID COLVIN HAMMON ET AL	COHORT ENERGY COMPANY		9/17/2003	1155	17	52942	LA	Lincoln
LA-TER0091-002	KATHERINE H TAYLOR ET AL	COHORT ENERGY COMPANY		9/17/2003	1155	20	52943	LA	Lincoln
LA-TER0091-003	CHERE CLARE PICKETT	COHORT ENERGY COMPANY		10/14/2003	1155	23	52944	LA	Lincoln
LA-TER0092-000	JAMES DANIEL HAMMON ET AL	COHORT ENERGY COMPANY		9/18/2003	1155	7	52939	LA	Lincoln
LA-TER0093-000	CARMA S COOK	COHORT ENERGY COMPANY		9/10/2003	1155	11	52940	LA	Lincoln
LA-TER0094-000	JULIA BETH HAMMON HAY ET VIR	COHORT ENERGY COMPANY		9/12/2003	1155	29	52946	LA	Lincoln
LA-TER0095-000	BEVERLY MCCULLEN EARNEST ET VIR	ROBERT E MCKELLAR		9/25/2003	1151	246	50667	LA	Lincoln
LA-TER0096-000	WILBUR HUGH HAMMONS SR	KCS RESOURCES INC		11/15/2005	1187	106	F70269	LA	Lincoln
LA-TER0097-000	VIRGIE SINGLETON WALLACE	KCS RESOURCES INC		9/13/2005	1183	138	F68682	LA	Lincoln
LA-TER0098-001	HELEN THROWER	KCS RESOURCES INC		9/24/2003	1152	822	51763	LA	Lincoln
					1170	385	062070
LA-TER0098-002	HESSIE GOLDSMITH LYONS ET AL	KCS RESOURCES INC		11/5/2004	1170	385	062070	LA	Lincoln
					1173	238	063589
LA-TER0098-003	EDWARD HALL	KCS RESOURCES INC		1/17/2005	1173	238	063589	LA	Lincoln
					1175	128	F64629
LA-TER0098-004	ARDESSA HALL LEWIS	KCS RESOURCES INC		1/17/2005	1175	128	F64629	LA	Lincoln
					1180	187	F67134
LA-TER0098-005	S & E FABRICATIONS LLC	KCS RESOURCES INC		4/20/2005	1180	187	F67134	LA	Lincoln
LA-TER0098-006	JESSIE MAE STANDIFER HARRIS	KCS RESOURCES INC		1/17/2005	1175	120	F64626	LA	Lincoln
LA-TER0098-007	LETTIE MAE STANDIFER HARRIS	KCS RESOURCES INC		1/17/2005	1175	106	F64622	LA	Lincoln
LA-TER0098-008	ASHLEY TAD HILLIN	KCS RESOURCES INC		3/1/2005	1175	89	F64616	LA	Lincoln
LA-TER0098-009	DESERT PARTNERS III LP	KCS RESOURCES INC		3/1/2005	1175	116	F64625	LA	Lincoln
LA-TER0098-010	MYRTIS LEE HALL	KCS RESOURCES INC		1/17/2005	1181	791	F68130	LA	Lincoln
LA-TER0098-011	JOSEPH DREW RADESCICH	KCS RESOURCES INC		4/12/2006	1197	575	F74980	LA	Lincoln
LA-TER0098-012	SHARONDA HILL MELVIN	KCS RESOURCES INC		6/8/2006	1203	119	F77437	LA	Lincoln
LA-TER0098-017	MANUAL ADAMS	KCS RESOURCES INC		8/22/2006	1216	175	F82457	LA	Lincoln
LA-TER0098-018	MICHAEL REITZELL	KCS RESOURCES INC		4/28/2006	1216	177	F82458	LA	Lincoln
LA-TER0098-019	JAMES EDWARD HALL	KCS RESOURCES INC		4/28/2006	1216	179	F82459	LA	Lincoln
LA-TER0098-020	RENEE LOUISE ADAMS	KCS RESOURCES INC		8/25/2006	1244	323	F93798	LA	Lincoln
LA-TER0098-P13	EUGENE HALL III	KCS RESOURCES INC		4/28/2006	1201	315	F76514	LA	Lincoln
LA-TER0098-P14	RICKY DEWAYNE HALL	KCS RESOURCES INC		4/28/2006	1201	317	F76515	LA	Lincoln
LA-TER0098-P15	STACY ANN HALL JOHNSON	KCS RESOURCES INC		4/28/2006	1201	313	F76513	LA	Lincoln
LA-TER0098-P16	AMANDA LYNN HALL PORTER	KCS RESOURCES INC		4/28/2006	1201	319	F76516	LA	Lincoln
LA-TER0099-001	ERIC J SEIBERT	KCS RESOURCES INC		5/21/2003	1148	396	48723	LA	Lincoln
LA-TER0099-002	SARAH RUTH LOTT BOUDREAUX	KCS RESOURCES INC		5/20/2003	1148	398	48724	LA	Lincoln
LA-TER0099-003	ELBERT G WARREN JR	HUNTER ENERGY CORPORATION		9/30/2002	1139	311	42906	LA	Lincoln
LA-TER0099-004	WILLIAM C WARREN	HUNTER ENERGY CORPORATION		9/30/2002	1139	295	42902	LA	Lincoln
	JOAN L WARREN ET AL
LA-TER0099-005	JAMES B WARREN JR AS NAKED OWNER	HUNTER ENERGY CORPORATION		9/30/2002	1142	21	F44577	LA	Lincoln
LA-TER0099-006	JOAN L WARREN AS NAKED OWNER	HUNTER ENERGY CORPORATION		9/30/2002	1142	24	F44578	LA	Lincoln
LA-TER0099-007	MARTHA JEAN NORRIS SURLINE	KCS RESOURCES INC		9/10/2003	1154	636	52804	LA	Lincoln
LA-TER0099-008	GLENDA NORRIS PIPES	KCS RESOURCES INC		9/10/2003	1152	153	51322	LA	Lincoln
LA-TER0099-009	MICKEY NORRIS HOLLIS	KCS RESOURCES INC		9/10/2003	1152	157	51323	LA	Lincoln
LA-TER0099-010	MYRTA MAE LOTT WHITEHEAD	KCS RESOURCES INC		5/20/2003	1152	151	51319	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0099-011	JOEL ANN LOTT ERWIN	KCS RESOURCES INC		9/10/2003	1152	161	51324	LA	Lincoln
LA-TER0099-012	SUSAN SEIBERT MULLINS	KCS RESOURCES INC		9/10/2003	1152	169	51326	LA	Lincoln
LA-TER0099-013	WILLIAM W NORRIS JR	KCS RESOURCES INC		9/10/2003	1152	165	51325	LA	Lincoln
LA-TER0099-014	SHIRLEY NORRIS HAYNES	KCS RESOURCES INC		9/10/2003	1155	661	53319	LA	Lincoln
LA-TER0099-015	MALCOLM EUGENE NORRIS	KCS RESOURCES INC		9/10/2003	1152	828	51765	LA	Lincoln
LA-TER0099-016	MARY INEZ HUDSON NORRIS	KCS RESOURCES INC		9/10/2003	1152	818	51762	LA	Lincoln
LA-TER0099-017	RANDALL MARK NORRIS	KCS RESOURCES INC		2/19/2004	1158	11	54682	LA	Lincoln
LA-TER0099-018	KARL ANTHONY NORRIS ET AL	KCS RESOURCES INC		2/19/2004	1158	636	55064	LA	Lincoln
LA-TER0099-019	DEBORAH NORRIS DISK	KCS RESOURCES INC		2/19/2004	1160	145	56087	LA	Lincoln
LA-TER0099-020	LANE SEIBERT LARSON	KCS RESOURCES INC		5/9/2006	1198	261	F75306	LA	Lincoln
LA-TER0099-021	DEREK W SEIBERT	KCS RESOURCES INC		5/9/2006	1203	122	F77438	LA	Lincoln
LA-TER0099-022	THOMAS JACK NORRIS JR	KCS RESOURCES INC		9/22/2006	1216	181	F82460	LA	Lincoln
LA-TER0099-023	DIANA LYNN MARX MEARS	KCS RESOURCES INC		9/22/2006	1216	248	F82501	LA	Lincoln
	SALEM UNITED METHODIST CHURCH OF THE
	LOUISIANA ANNUAL CONFERENCE
LA-TER0100-000	REPRESENTED BY BILLY JOE HARRELL TRUSTEE	KCS RESOURCES INC		5/25/2003	1147	664	48218	LA	Lincoln
					1150	208	049784
LA-TER0101-001	JAMES E DAVISON ET UX	KCS RESOURCES INC		5/20/2003	1150	208	049784	LA	Lincoln
					1153	645	052246
LA-TER0101-002	PEARLIE B COLLIER	KCS RESOURCES INC		9/11/2003	1153	645	052246	LA	Lincoln
LA-TER0102-001	MARTHA DOUGLAS	KCS RESOURCES INC		9/24/2003	1152	825	51764	LA	Lincoln
LA-TER0103-001	JAMES CURTIS COLE	KCS RESOURCES INC		2/19/2004	1158	18	54684	LA	Lincoln
LA-TER0104-000	BERNIECE HOOD WILLIAMS ET VIR	KCS RESOURCES INC		1/4/2005	1170	380	62069	LA	Lincoln
LA-TER0105-000	ADOLPHUS CALLOWAY	KCS RESOURCES INC		11/17/2004	1169	422	61573	LA	Lincoln
LA-TER0106-000	JAMES L LOE ET UX	KCS RESOURCES INC		8/1/2005	1182	389	F68351	LA	Lincoln
LA-TER0107-000	ROBERT W CEDOTAL ET UX	KCS RESOURCES INC		4/20/2005	1179	567	F66912	LA	Lincoln
					1176	259	F65245
LA-TER0108-000	HUNT FOREST PRODUCTS INC	KCS RESOURCES INC		2/28/2005	1176	259	F65245	LA	Lincoln
LA-TER0145-001	CONNIE ARMSTRONG WATTS ET AL	KCS RESOURCES INC		2/23/2005	1176	271	F65250	LA	Lincoln
LA-TER0145-002	JAMES GORDON MCCULLIN	KCS RESOURCES INC		2/23/2005	1176	269	F65249	LA	Lincoln
LA-TER0146-001	CONNIE ARMSTRONG WATTS ET AL	KCS RESOURCES INC		2/23/2005	1176	267	F65248	LA	Lincoln
LA-TER0146-002	JAMES GORDON MCCULLIN	KCS RESOURCES INC		2/23/2005	1176	265	F65247	LA	Lincoln
					1178	492	F-66391
LA-TER0147-000	WEYERHAEUSER COMPANY	KCS RESOURCES INC		6/20/2005	1178	492	F-66391	LA	Lincoln
							416963
					1366	164	CLAIBORNE
LA-TER0194-001	DON DURRETT ET UX	KCS RESOURCES INC		7/21/2005	1185	632	F69744 LINCOLN	LA	Lincoln
	S A & N C WILLIAMS REVOCABLE TRUST
	SHERWOOD A WILLIAMS & NETTYELENE C WILLIAMS
LA-TER0194-002	CO-TRUSTEES	KCS RESOURCES INC		7/29/2006	1203	106	F77433	LA	Lincoln
LA-TER0195-000	LAVELLE W AYCOCK JR ET UX	KCS RESOURCES INC		6/27/2005	1181	826	F68149	LA	Lincoln
LA-TER0196-001	MARGARET S JAMES	KCS RESOURCES INC		8/25/2005	1182	682	F68471	LA	Lincoln
LA-TER0196-002	BOBBIE JEAN WOODARD LAWRENCE	KCS RESOURCES INC		9/8/2005	1184	415	F69268	LA	Lincoln
LA-TER0196-003	ADA LOUISE HOLLIS	KCS RESOURCES INC		8/25/2005	1182	676	F68469	LA	Lincoln
LA-TER0196-004	LORI WOODARD ROBIN	KCS RESOURCES INC		8/25/2005	1182	692	F68474	LA	Lincoln
LA-TER0196-005	TERESA WOODARD SPILLERS	KCS RESOURCES INC		8/25/2005	1182	695	F68475	LA	Lincoln
LA-TER0196-006	MARSHALL L WOODARD	KCS RESOURCES INC		8/25/2005	1184	440	F69276	LA	Lincoln
LA-TER0197-001	WILLIAM R SUMLIN JR	KCS RESOURCES INC		7/12/2005	1181	823	F68418	LA	Lincoln
LA-TER0197-002	CHARLOTTE S CANTWELL	KCS RESOURCES INC		7/12/2005	1180	633	F67467	LA	Lincoln
LA-TER0198-000	STANLEY N KING ET UX	KCS RESOURCES INC		10/12/2005	1187	888	F70687	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0199-001	FRANCES PILGREEN DUGDALE ET VIR	KCS RESOURCES INC		11/9/2005	1187	864	F70678	LA	Lincoln
LA-TER0199-002	AVA PILGREEN	KCS RESOURCES INC		11/14/2005	1191	154	F72242	LA	Lincoln
LA-TER0199-003	MARTHA P CRUMPLER	KCS RESOURCES INC		11/14/2005	1191	141	F72238	LA	Lincoln
LA-TER0199-004	LINDA SUE PILGREEN SUMAN	KCS RESOURCES INC		11/14/2005	1191	145	F72239	LA	Lincoln
LA-TER0199-005	RACHEL HENDERSON	KCS RESOURCES INC		11/21/2005	1191	148	F72240	LA	Lincoln
LA-TER0200-001	VIOLA HOOD	KCS RESOURCES INC		10/12/2005	1187	882	F70685	LA	Lincoln
LA-TER0200-002	JUDY LYNN FALLIN WOODARD	KCS RESOURCES INC		10/12/2005	1187	945	F70707	LA	Lincoln
LA-TER0200-003	RICHARD WESTON SIMMERING ET UX	KCS RESOURCES INC		10/12/2005	1187	921	F70699	LA	Lincoln
LA-TER0201-000	LESTER L HOOD	KCS RESOURCES INC		11/29/2005	1191	151	F72241	LA	Lincoln
LA-TER0203-001	DELORES CASTINE PAYNE	KCS RESOURCES INC		9/22/2006	1207	32	F79231	LA	Lincoln
LA-TER0203-002	JANIS E K CASTINE	KCS RESOURCES INC		9/26/2006	1207	28	F79230	LA	Lincoln
LA-TER0203-003	MARK TINSLEY	KCS RESOURCES INC		9/22/2006	1207	44	F79234	LA	Lincoln
LA-TER0203-004	TOMMIE HOLLEMAN YOUNG	KCS RESOURCES INC		11/2/2006	1207	52	F79236	LA	Lincoln
LA-TER0203-005	RHONDA LYNN TINSLEY	KCS RESOURCES INC		9/22/2006	1207	48	F79235	LA	Lincoln
LA-TER0203-006	COLLETTE NADINE SHRADER	KCS RESOURCES INC		10/25/2006	1207	36	F79232	LA	Lincoln
LA-TER0203-007	JIMMY RAY TINSLEY	KCS RESOURCES INC		9/22/2006	1207	40	F79233	LA	Lincoln
LA-TER0203-008	MYRON LEROY CASTINE JR	KCS RESOURCES INC		9/22/2006	1216	264	F82504	LA	Lincoln
LA-TER0203-009	ROBERT E BROWN JR	KCS RESOURCES INC		9/22/2006	1216	268	F82505	LA	Lincoln
LA-TER0203-010	RICHARD LEE TERRELL	KCS RESOURCES INC		9/26/2006	1216	272	F82506	LA	Lincoln
LA-TER0203-011	CHRISTINE A FISK MCNEESE	KCS RESOURCES INC		10/25/2006	1216	276	F82507	LA	Lincoln
	GARLAND THOMAS HOOD JR INDIVIDUALLY AND AS AGENT AND A-I-F FOR MARION ELIZABETH PILCHER
LA-TER0212-001	HOOD ET AL	SOUTHBAY EXPLORATION INC		10/26/2004	1166	285	59822	LA	Lincoln
LA-TER0212-002	SANDY HOOD CRAMER	SOUTHBAY EXPLORATION INC		10/26/2004	1166	288	59823	LA	Lincoln
LA-TER0213-000	LINDA HOOD BROWN ET VIR	SOUTHBAY EXPLORATION INC		10/26/2004	1166	294	59825	LA	Lincoln
LA-TER0214-000	ANNIE MURIEL WOODARD COLVIN	HOOD PETROLEUM INC		1/25/2005	1170	80	61897	LA	Lincoln
LA-TER0215-000	WAYLON D WALLER	HOOD PETROLEUM INC		1/24/2005	1170	77	61896	LA	Lincoln
LA-TER0216-000	ANN WOODARD WINDSOR	HOOD PETROLEUM INC		1/21/2005	1170	74	61895	LA	Lincoln
LA-TER0217-001	ANN WOODARD WINDSOR	HOOD PETROLEUM INC		1/21/2005	1170	71	61894	LA	Lincoln
LA-TER0217-002	EMMETT R WOODWARD	HOOD PETROLEUM INC		1/21/2005	1170	62	61891	LA	Lincoln
LA-TER0217-003	DELL WOODARD NICHOLS	HOOD PETROLEUM INC		1/21/2005	1170	107	61912	LA	Lincoln
LA-TER0217-004	ROBERT L WOODARD ET UX	HOOD PETROLEUM INC		1/21/2005	1170	83	61898	LA	Lincoln
LA-TER0218-000	SHELTON LORENZ PERRITT ET UX	HOOD PETROLEUM INC		1/24/2005	1170	68	61893	LA	Lincoln
LA-TER0219-001	BONNIE SUE WOODARD	HOOD PETROLEUM INC		1/21/2005	1170	56	61889	LA	Lincoln
LA-TER0219-002	GLENDA WOODARD ROGERS	HOOD PETROLEUM INC		1/21/2005	1170	536	62192	LA	Lincoln
LA-TER0220-000	EMMETT R WOODARD	HOOD PETROLEUM INC		1/21/2005	1170	59	61890	LA	Lincoln
LA-TER0222-000	LOUISIANA MINERALS LTD	HOOD PETROLEUM INC		1/25/2005	1173	150	63541	LA	Lincoln
LA-TER0223-000	BOBBIE JEAN WOODARD LAWRENCE	HOOD PETROLEUM INC		1/21/2005	1170	65	61892	LA	Lincoln
LA-TER0224-000	DELL WOODARD NICHOLS	HOOD PETROLEUM INC		1/21/2005	1170	104	61911	LA	Lincoln
LA-TER0225-001	THESSALONIA GIVENS PARKER	HOOD PETROLEUM INC		2/4/2005	1170	110	61913	LA	Lincoln
					1171	288	062584
					1171	288	062584
LA-TER0226-001	BILLY GENE ROBERSON	HOOD PETROLEUM INC		3/2/2005	1171	288	062584	LA	Lincoln
					1171	291	062585
					1171	291	062585
LA-TER0226-002	ODESSA ROBERSON BURNS	HOOD PETROLEUM INC		3/2/2005	1171	291	062585	LA	Lincoln
					1171	630	062856
					1171	630	062856
LA-TER0226-003	ROY ROBERSON	HOOD PETROLEUM INC		3/8/2005	1171	630	062856	LA	Lincoln
LA-TER0226-004	CLEVON ROBERSON	HOOD PETROLEUM INC		3/2/2005	1171	297	62587	LA	Lincoln
LA-TER0226-005	CONWALLACE ALLEN	HOOD PETROLEUM INC		1/31/2005	1170	113	61914	LA	Lincoln
							F75049 (LINCOLN)
					1197	755	420116

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0226-006	CLINTON SAMPSON	HOOD PETROLEUM INC		12/26/2005	1389	27	(CLAIBORNE)	LA	Lincoln
LA-TER0226-007	DEBRA LOUISE WALKER	HOOD PETROLEUM INC		3/20/2006	1197	720	F75037	LA	Lincoln
LA-TER0226-008	JOHN WAYNE WALKER	HOOD PETROLEUM INC		3/23/2006	1197	723	F75038	LA	Lincoln
LA-TER0226-009	EARLINE SAMPSON WILLS	HOOD PETROLEUM INC		3/20/2006	1197	729	F75040	LA	Lincoln
LA-TER0226-010	FLORIDA SAMPSON DANIEL	HOOD PETROLEUM INC		3/20/2006	1197	732	F75041	LA	Lincoln
LA-TER0226-011	CYNTHIA WALKER STEINACKER	HOOD PETROLEUM INC		3/23/2006	1197	735	F75042	LA	Lincoln
LA-TER0226-012	TAMMY LYNN WALKER	HOOD PETROLEUM INC		3/15/2006	1197	741	F75044	LA	Lincoln
LA-TER0226-013	FREDDIE ALLEN	HOOD PETROLEUM INC		12/16/2005	1197	758	F75050	LA	Lincoln
LA-TER0226-014	CLOTIEL ALLEN TAYLOR	HOOD PETROLEUM INC		12/16/2005	1197	761	F75051	LA	Lincoln
	WILLIE HENRY SAMPSON
LA-TER0226-015	BY JOHNNIE O’CON A-I-F	HOOD PETROLEUM INC		3/24/2006	1202	534	F77240	LA	Lincoln
LA-TER0226-016	PATRICIA S HAGGARD	CLAYTON WILLIAMS ENERGY INC.		3/10/2007	1219	675	F83762	LA	Lincoln
LA-TER0226-017	TERRY WAYNE SAMPSON ET UX	CLAYTON WILLIAMS ENERGY INC.		3/8/2007	1219	672	F83761	LA	Lincoln
LA-TER0226-018	BEATRICE S WILLS	CLAYTON WILLIAMS ENERGY INC.		4/11/2007	1220	365	F83997	LA	Lincoln
LA-TER0226-019	LINDA KAY S TURNER	CLAYTON WILLIAMS ENERGY INC.		4/11/2007	1220	580	F84108	LA	Lincoln
LA-TER0226-020	CLOTIS JEWEL A DANIELS	CLAYTON WILLIAMS ENERGY INC.		4/25/2007	1221	71	F84341	LA	Lincoln
LA-TER0226-021	JOHN LEWIS DAVISON	CLAYTON WILLIAMS ENERGY INC.		3/10/2007	1218	228	F83233	LA	Lincoln
LA-TER0226-022	RAYMOND SAMPSON JR	CLAYTON WILLIAMS ENERGY INC.		4/11/2007	1221	403	F84544	LA	Lincoln
LA-TER0226-023	CEDRIC MALONE	CLAYTON WILLIAMS ENERGY INC.		4/25/2007	1223	158	F85195	LA	Lincoln
LA-TER0226-024	JAMES CURTIS ALLEN	CLAYTON WILLIAMS ENERGY INC.		4/15/2007	1223	312	F85302	LA	Lincoln
LA-TER0226-025	TRACY DENISE MALONE	CLAYTON WILLIAMS ENERGY INC.		4/25/2007	1223	309	F85301	LA	Lincoln
LA-TER0226-026	VIOLA A HARRIS	CLAYTON WILLIAMS ENERGY INC.		6/8/2007	1226	313	F86579	LA	Lincoln
LA-TER0226-027	FRANCINE MALONE	CLAYTON WILLIAMS ENERGY INC.		4/20/2007	1226	780	F86844	LA	Lincoln
LA-TER0226-028	PAMELA DENISE C ROBINSON	CLAYTON WILLIAMS ENERGY INC.		7/9/2007	1226	777	F86843	LA	Lincoln
LA-TER0226-029	JOYCE C CHANEY	CLAYTON WILLIAMS ENERGY INC.		7/9/2007	1227	104	F86952	LA	Lincoln
LA-TER0226-030	LINDA GAIL D SIMPSON	CLAYTON WILLIAMS ENERGY INC		6/22/2007	1228	347	F87349	LA	Lincoln
LA-TER0226-031	BARBARA S ELLIS	CLAYTON WILLIAMS ENERGY INC		4/11/2007	1228	350	F87350	LA	Lincoln
LA-TER0226-032	ROOSEVELT ALLEN	HOOD PETROLEUM INC		1/31/2005	1170	114	61915	LA	Lincoln
LA-TER0226-033	MICHAEL CAPTAIN	CLAYTON WILLIAMS ENERGY INC		6/22/2007	1228	341	F87347	LA	Lincoln
LA-TER0226-034	CLEO ALLEN	HOOD PETROLEUM INC		1/31/2005	1170	117	61916	LA	Lincoln
LA-TER0226-035	PATRICIA ANN M MCKEEVER	CLAYTON WILLIAMS ENERGY INC		4/20/2007	1229	277	F87737	LA	Lincoln
LA-TER0226-036	RUFUS ALLEN	HOOD PETROLEUM INC		1/31/2005	1170	119	61917	LA	Lincoln
LA-TER0226-037	WILLIE MALONE	CLAYTON WILLIAMS ENERGY INC		8/13/2007	1230	529	F88289	LA	Lincoln
LA-TER0226-038	MABLE TOWERS	HOOD PETROLEUM INC		1/28/2005	1170	52	61887	LA	Lincoln
LA-TER0226-039	ORA BUD CAPTAIN JR	CLAYTON WILLIAMS ENERGY INC		7/9/2007	1230	532	F88290	LA	Lincoln
LA-TER0226-040	ESTHER ALLEN KING ET VIR	HOOD PETROLEUM INC		1/31/2005	1170	54	61888	LA	Lincoln
LA-TER0226-041	CANDACE M HARVEY	CLAYTON WILLIAMS ENERGY INC		8/3/2007	1231	79	F88519	LA	Lincoln
LA-TER0226-042	MILDRED ALLEN BARNES ET AL	HOOD PETROLEUM INC		2/2/2005	1170	400	62074	LA	Lincoln
LA-TER0226-043	CALVIN ALLEN	HOOD PETROLEUM INC		2/7/2005	1170	349	62038	LA	Lincoln
LA-TER0226-044	QUINCY ALLEN	HOOD PETROLEUM INC		2/7/2005	1170	351	62039	LA	Lincoln
LA-TER0226-045	ARVIE LEE ALLEN CAESAR	HOOD PETROLEUM INC		2/7/2005	1170	353	62040	LA	Lincoln
LA-TER0226-046	DELLA DAVISON	HOOD PETROLEUM INC		1/31/2005	1170	355	62041	LA	Lincoln
LA-TER0226-047	C L ALLEN	HOOD PETROLEUM INC		2/7/2005	1170	357	62042	LA	Lincoln
LA-TER0226-048	EDDIE RAY ALLEN	HOOD PETROLEUM INC		2/7/2005	1170	359	62043	LA	Lincoln
LA-TER0226-049	LINDA ANN ALLEN	HOOD PETROLEUM INC		2/7/2005	1170	532	62190	LA	Lincoln
LA-TER0226-050	DAVID WAYNE DENNIS	HOOD PETROLEUM INC		2/11/2005	1170	534	62191	LA	Lincoln
LA-TER0226-051	CASANDRA DENNIS SYE	HOOD PETROLEUM INC		2/11/2005	1170	539	62193	LA	Lincoln
LA-TER0226-052	GEORGIA ALLEN AMRSTRONG	HOOD PETROLEUM INC		2/11/2005	1170	400	62342	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0226-053	BELESTER DENNIS BEASLEY	HOOD PETROLEUM INC		2/11/2005	1171	116	62420	LA	Lincoln
LA-TER0226-054	TOMMY L ALLEN	HOOD PETROLEUM INC		2/15/2005	1171	118	62421	LA	Lincoln
LA-TER0226-055	CLAUDE ALLEN JR	HOOD PETROLEUM INC		2/15/2005	1171	120	62422	LA	Lincoln
LA-TER0226-056	MALVIN SAMPSON SR	HOOD PETROLEUM INC		3/29/2005	1173	139	63537	LA	Lincoln
LA-TER0226-057	ANNIE B ALLEN DENNIS	HOOD PETROLEUM INC		6/28/2005	1181	501	F67881	LA	Lincoln
					1171	294	062586
					1171	294	062586
LA-TER0226-058	CLEVON ROBERSON ET UX	HOOD PETROLEUM INC		3/2/2005	1171	294	062586	LA	Lincoln
					1226	385	F86613
					1434	180	425606
					1226	385	F86613
LA-TER0226-059	DONALD E ROBERSON SR	CLAYTON WILLIAMS ENERGY INC		5/28/2007	1434	180	425606	LA	Lincoln
					1171	612	062850
LA-TER0226-060	CLENTON ROBERSON	HOOD PETROLEUM INC		3/2/2005	1171	612	062850	LA	Lincoln
					1171	627	062855
					1224	408	F85804
					1171	627	062855
					1224	408	F85804
					1171	627	062855
LA-TER0226-061	NEOMIA ROBERSON DANIEL	HOOD PETROLEUM INC		3/2/2005	1224	408	F85804	LA	Lincoln
					1171	618	062852
					1224	414	F85807
					1171	618	062852
					1224	414	F85807
					1171	618	062852
LA-TER0226-062	LOYE JEAN FORD	HOOD PETROLEUM INC		3/2/2005	1224	414	F85807	LA	Lincoln
					1171	621	062853
					1224	412	F85806
					1171	621	062853
					1224	412	F85806
					1171	621	062853
LA-TER0226-063	JUANITA SNEED	HOOD PETROLEUM INC		3/2/2005	1224	412	F85806	LA	Lincoln
					1171	624	062854
					4557	410	F85805
	LENNIE FAYE DAVIS				1171	624	062854
	AKA LENNIE FAYE ROBINSON DAVIS				1171	624	062854
LA-TER0226-064	AKA FAYE ROBERSON DAVIS	HOOD PETROLEUM INC		3/2/2005	4557	410	F85805	LA	Lincoln
					1173	574	063825
LA-TER0226-065	PINKIE ROBERSON LEWIS	HOOD PETROLEUM INC		3/2/2005	1173	574	063825	LA	Lincoln
					1176	703	F65489
					1224	416	F85808
					1176	703	F65489
					1224	416	F85808
					1176	703	F65489
LA-TER0226-066	ADOLPHUS RAY MILLS	HOOD PETROLEUM INC		4/14/2005	1224	416	F85808	LA	Lincoln
					1179	350	F66800
					1179	350	F66800
LA-TER0226-067	THELMA ROBERSON BOBB	HOOD PETROLEUM INC		6/7/2005	1179	350	F66800	LA	Lincoln
					1179	371	F66807
	THELMA ROBERSON BOBB ET VIR				1179	371	F66807
LA-TER0226-068	JOHN BOBB	HOOD PETROLEUM INC		6/7/2005	1179	371	F66807	LA	Lincoln
					1183	543	F68884
					1369	167	417364
					1183	543	F68884
					1369	167	417364
					1183	543	F68884

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0226-069	BARBARA ROBERSON GOMBOSSY	HOOD PETROLEUM INC		9/13/2005	1369	167	417364	LA	Lincoln
					1183	546	F68885
					1369	170	417365
					1183	546	F68885
					1369	170	417365
					1183	546	F68885
LA-TER0226-070	LILY ROBERSON DAVIS	HOOD PETROLEUM INC		9/13/2005	1369	170	417365	LA	Lincoln
					1184	686	F69408
					1371	25	417636
					1184	686	F69408
					1371	25	417636
					1184	686	F69408
LA-TER0226-071	BOBBY RAY ROBERSON	HOOD PETROLEUM INC		9/13/2005	1371	25	417636	LA	Lincoln
					1184	683	F69407
					1371	29	417637
					1184	683	F69407
					1371	29	417637
					1184	683	F69407
LA-TER0226-072	WINFORD ROBERSON	HOOD PETROLEUM INC		9/13/2005	1371	29	417637	LA	Lincoln
					1186	178	F69897
					1372	193	417799
					1186	178	F69897
					1372	193	417799
					1186	178	F69897
LA-TER0226-073	IRMA ROBERSON DAVIS	HOOD PETROLEUM INC		9/13/2005	1372	193	417799	LA	Lincoln
					1186	172	F69895
					1372	199	417801
					1186	172	F69895
					1372	199	417801
					1186	172	F69895
LA-TER0226-074	MINNIE ROBERSON CALAHAN	HOOD PETROLEUM INC		9/13/2005	1372	199	417801	LA	Lincoln
					1186	175	F69896
					1372	196	417800
					1186	175	F69896
					1372	196	417800
					1186	175	F69896
LA-TER0226-076	MAE JEWEL THOMPSON	HOOD PETROLEUM INC		9/13/2005	1372	196	417800	LA	Lincoln
					1197	726	F75039
					1226	544	F86693
					1197	726	F75039
LA-TER0226-077	JOHN WAYNE WALKER	HOOD PETROLEUM INC		3/23/2006	1226	544	F86693	LA	Lincoln
					1197	705	F75032
					1388	208	420049
					1197	705	F75032
LA-TER0226-078	L D ROBERSON	HOOD PETROLEUM INC		5/10/2006	1388	208	420049	LA	Lincoln
					1197	738	F75043
					1226	542	F86691
					1197	738	F75043

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0226-079	CYNTHIA WALKER STEINACKER	HOOD PETROLEUM INC		3/23/2006	1226	542	F86691	LA	Lincoln
					1197	750	F75047
					1226	543	F86692
					1197	750	F75047
LA-TER0226-080	DEBRA LOUISE WALKER	HOOD PETROLEUM INC		3/23/2006	1226	543	F86692	LA	Lincoln
					1197	747	F75046
					1231	19	F88476
					1197	747	F75046
LA-TER0226-081	TAMMY LYNN WALKER	HOOD PETROLEUM INC		3/15/2006	1231	19	F88476	LA	Lincoln
					1197	753	F75048
					1224	418	F85809
					1197	753	F75048
					1224	418	F85809
					1197	753	F75048
LA-TER0226-082	PATRICIA MILLS PATTERSON	HOOD PETROLEUM INC		5/16/2006	1224	418	F85809	LA	Lincoln
					1198	423	F75378
					1389	34	420120
					1224	420	105960
					1198	423	F75378
					1389	34	420120
					1224	420	105960
					1198	423	F75378
					1389	34	420120
LA-TER0226-083	CHARLES G MILLS	HOOD PETROLEUM INC		5/16/2006	1224	420	105960	LA	Lincoln
					1199 (L)	369 (L)	F75772
					1390 (C)	219 (C)	420358
					1199 (L)	369 (L)	F75772
LA-TER0226-084	AMBER MARSHAWNFAY HOSKIN ET AL	HOOD PETROLEUM INC		5/16/2006	1390 (C)	219 (C)	420358	LA	Lincoln
					1223	161	F85196
LA-TER0226-085	DAISY MAE H ROBERSON	CLAYTON WILLIAMS ENERGY INC		5/16/2007	1223	161	F85196	LA	Lincoln
LA-TER0226-086	CLENTON ROBERSON	HOOD PETROLEUM INC		3/2/2005	1171	615	62851	LA	Lincoln
					1216	082	F82408
LA-TER0226-087	ONITA WIMBERLY SMITH	CLAYTON WILLIAMS ENERGY INC		2/20/2007	1216	082	F82408	LA	Lincoln
					1216	086	F82409
LA-TER0226-088	SHEROLYN MYLES HARRIS	CLAYTON WILLIAMS ENERGY INC		2/23/2007	1216	086	F82409	LA	Lincoln
					1216	090	F82410
LA-TER0226-089	CYNTHIA MALONE	CLAYTON WILLIAMS ENERGY INC		2/23/2007	1216	090	F82410	LA	Lincoln
					1216	094	F82411
LA-TER0226-090	BENNIE L ROBINSON	CLAYTON WILLIAMS ENERGY INC		2/20/2007	1216	094	F82411	LA	Lincoln
					1217	393	F82943
LA-TER0226-091	DEBRA M HOGG	CLAYTON WILLIAMS ENERGY INC		2/27/2007	1217	393	F82943	LA	Lincoln
					1218	224	F83232
LA-TER0226-092	RHODELLA MAE MALONE	CLAYTON WILLIAMS ENERGY INC		2/20/2007	1218	224	F83232	LA	Lincoln
					1220	583	F84109
LA-TER0226-093	SARAH JACKSON	CLAYTON WILLIAMS ENERGY INC		4/18/2007	1220	583	F84109	LA	Lincoln
					1219	508	F83696
LA-TER0226-094	STEVE MALONE	CLAYTON WILLIAMS ENERGY INC		2/27/2007	1219	508	F83696	LA	Lincoln
					1219	504	F83695

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0226-095	JOSHUA ROBERSON	CLAYTON WILLIAMS ENERGY INC		4/5/2007	1219	504	F83695	LA	Lincoln
					1219	500	F83694
LA-TER0226-096	SHEMECA ROBERSON	CLAYTON WILLIAMS ENERGY INC		4/3/2007	1219	500	F83694	LA	Lincoln
					1228	748	F87579
LA-TER0226-097	SOLOMON ROBERSON	CLAYTON WILLIAMS ENERGY INC		8/1/2007	1228	748	F87579	LA	Lincoln
					1224	427	F93846
LA-TER0226-098	NATRIEL WINZER ET AL	CLAYTON WILLIAMS ENERGY INC		12/1/2007	1244	427	F93846	LA	Lincoln
LA-TER0226-099	CANDACE MALONE HARVEY ET AL	HOOD PETROLEUM INC		3/2/2005	1172	356	63154	LA	Lincoln
						830 (L)
LA-TER0226-100	GEORGIA ALLEN ARMSTRONG	HOOD PETROLEUM INC		2/11/2005	1170 (L)	F84261	62342	LA	Lincoln
					1259	724	F99401
LA-TER0226-P075	ELLERY L HOSKIN	CLAYTON WILLIAMS ENERGY INC		10/20/2007	1487	276	431862	LA	Lincoln
LA-TER0228-000	FREDDIE MAE GIVENS ADAMS	HOOD PETROLEUM INC		2/4/2005	1170	402	62075	LA	Lincoln
LA-TER0229-001	ESSIE RICHARD REED ET UX	HOOD PETROLEUM INC		2/11/2005	1170	439	62106	LA	Lincoln
LA-TER0229-002	SYLVIA R POPE	EQUITY OIL CO INC		10/3/2003	1152	265		LA	Lincoln
LA-TER0229-003	LILLIE R FULLER	EQUITY OIL CO INC		10/3/2003	1152	267		LA	Lincoln
LA-TER0231-000	ROBERT L WOODARD ET UX	HOOD PETROLEUM INC		1/21/2005	1170	86	61899	LA	Lincoln
LA-TER0232-000	ELEANOR WOODARD BEERS	HOOD PETROLEUM INC		1/25/2005	1170	89	61900	LA	Lincoln
LA-TER0233-001	ADA LOUISE WOODARD HOLLIS	HOOD PETROLEUM INC		2/17/2005	1170	821	62339	LA	Lincoln
LA-TER0233-P02	LORI WOODARD ROBIN	HOOD PETROLEUM INC		2/17/2005	1170	824	62340	LA	Lincoln
LA-TER0233-P03	TERESA WOODARD SPILLERS	HOOD PETROLEUM INC		2/17/2005	1170	832	62343	LA	Lincoln
LA-TER0234-001	LORI WOODARD ROBIN	HOOD PETROLEUM INC		2/17/2005	1170	827	62341	LA	Lincoln
LA-TER0234-002	TERESA WOODARD SPILLERS	HOOD PETROLEUM INC		2/17/2005	1170	835	62344	LA	Lincoln
LA-TER0235-001	BETTY SUE WESTBROOK KYLE ET AL	HOOD PETROLEUM INC		2/24/2005	1171	193	62465	LA	Lincoln
LA-TER0235-002	KAYE KYLE RICE	HOOD PETROLEUM INC		2/24/2005	1171	285	62583	LA	Lincoln
LA-TER0238-000	LOUISIANA MINERALS LTD	HOOD PETROLEUM INC		3/29/2005	1172	458	63271	LA	Lincoln
LA-TER0245-000	WEYERHAEUSER COMPANY	CLAYTON WILLIAMS ENERGY INC		6/3/2005	1177	534	F65854	LA	Lincoln
LA-TER0247-000	JAMES SCOTT WILLIAMS	ROBERT E MCKELLAR		5/19/2005	1174	436	F64814	LA	Lincoln
	JOHN BOBB ET UX
LA-TER0251-001	THELMA ROBERSON BOBB	HOOD PETROLEUM INC		6/7/2005	1178	128	F61194	LA	Lincoln
LA-TER0254-000	MICHAEL PETER MORRONE ET UX	HOOD PETROLEUM INC		6/28/2005	1179	362	F66804	LA	Lincoln
LA-TER0255-000	ANTHONY KENNER	HOOD PETROLEUM INC		7/20/2005	1179	365	F66805	LA	Lincoln
					240	101
LA-TER0256-001	GEORGE CURTIS TAYLOR ET AL	M F MILEY OIL PROPERTIES INC		10/25/1978	240	101		LA	Lincoln
					242	320	D-17710
LA-TER0256-002	BARBARA TYLER SHULTS	M F MILEY OIL PROPERTIES INC		10/25/1978	242	320	D-17710	LA	Lincoln
LA-TER0259-000	HESTER LEWIS	HOOD PETROLEUM INC		10/23/2005	1184	680	F69406	LA	Lincoln
LA-TER0260-000	BOBBY RAY CRAWFORD JR ET UX	HOOD PETROLEUM INC		11/11/2005	1187	575	F70530	LA	Lincoln
LA-TER0261-000	MICHAEL R BELL	HOOD PETROLEUM INC		11/15/2005	1187	578	F70531	LA	Lincoln
LA-TER0262-001	FRANK JAMES LAKEY	HOOD PETROLEUM INC		11/7/2005	1187	569	F70528	LA	Lincoln
LA-TER0262-002	BRENDA MAYO LAKEY	HOOD PETROLEUM INC		12/15/2005	1197	744	F75045	LA	Lincoln
LA-TER0263-001	ANN MENEFEE COOK ET AL	HOOD PETROLEUM INC		6/9/2006	1198	752	F75551	LA	Lincoln
LA-TER0263-002	PRIMER DAY LEWIS	JOHNIE W ADKINS		5/19/1956	73	423	C18	LA	Lincoln
LA-TER0263-003	J FLOYD HODGE	JOHNIE W ADKINS		5/22/1956	73	455	C91	LA	Lincoln
LA-TER0263-004	L D BARNETT ET UX	JOHNIE W ADKINS		5/11/1956	73	453	C89	LA	Lincoln
LA-TER0263-005	T B GODFREY	THE ATLANTIC REFINING COMPANY		9/26/1957	58	339	C7262	LA	Lincoln
					73	397	N136588
LA-TER0264-000	B F FALLIN	JOHNIE W ADKINS		5/5/1956	73	397	N136588	LA	Lincoln
LA-TER0265-000	C M BICE	JOHNIE W ADKINS		5/8/1956	73		N136590	LA	Lincoln
					73-405		54-141 C-2237

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0266-001	E L HENRY	JOHNIE W ADKINS		5/5/1956	73-405		54-141 C-2237	LA	Lincoln
					73-519		54-138 C-2236
LA-TER0266-002	T L MC CRARY	JOHNIE W ADKINS		5/5/1956	73-519		54-138 C-2236	LA	Lincoln
LA-TER0267-000	WILLIS E STEPHENSON ET AL	JOHNIE W ADKINS		5/9/1956	73	427	C22	LA	Lincoln
					73	425	C20
LA-TER0268-000	L D BARNETT	JOHNIE W ADKINS		5/11/1956	73	425	C20	LA	Lincoln
LA-TER0269-000	WILEY MCCRARY	JOHNIE W ADKINS		5/5/1956	73	431	C25	LA	Lincoln
LA-TER0270-001	W E MCBRIDE ET AL	JOHNIE W ADKINS		5/16/1956	73	461	C98	LA	Lincoln
LA-TER0270-002	AMOS LEWIS ET AL	THE ATLANTIC REFINING COMPANY		8/13/1957	57	557	C6459	LA	Lincoln
	CLEO SEHON DYE
LA-TER0270-003	REPRESENTED BY E W SEHON AS CURATOR	THE ATLANTIC REFINING COMPANY		8/22/1957	58	205	C6905	LA	Lincoln
LA-TER0270-004	L T HOLLAND	THE ATLANTIC REFINING COMPANY		8/7/1957	58	15	C6628	LA	Lincoln
LA-TER0270-005	GEORGE H DYE	THE ATLANTIC REFINING COMPANY		10/13/1956	53	583	C1986	LA	Lincoln
LA-TER0270-006	E W SEHON	THE ATLANTIC REFINING COMPANY		8/22/1957	58	13	C6627	LA	Lincoln
LA-TER0270-007	AARON LEWIS	THE ATLANTIC REFINING COMPANY		10/15/1956	53	585	C1987	LA	Lincoln
LA-TER0270-008	GLEN DYE	THE ATLANTIC REFINING COMPANY		10/13/1956	53	581	C1985	LA	Lincoln
	QUINCY HOLLAND JR ET AL AS MINORS
	LARRY HOLLAND
	DELOSIE HOLLAND
	JOHN EDWARD HOLLAND
	REPRESENTED BY CHRISTELL LEWIS HOLLAND AS
LA-TER0270-009	NATURAL TUTRIX	THE ATLANTIC REFINING COMPANY		8/21/1957	58	354	C7315	LA	Lincoln
LA-TER0270-010	DELIA LEWIS LAFAIR WILKINS	THE ATLANTIC REFINING COMPANY		10/25/1956	58	213	C6925	LA	Lincoln
LA-TER0270-011	LETHA LEWIS ET AL	THE ATLANTIC REFINING COMPANY		10/14/1956	53	587	C1988	LA	Lincoln
LA-TER0270-012	EVES HOLLAND	THE ATLANTIC REFINING COMPANY		8/7/1957	58	447	C7452	LA	Lincoln
LA-TER0270-013	MARVIN HOLLAND	THE ATLANTIC REFINING COMPANY		10/15/1956	53	609	C2014	LA	Lincoln
LA-TER0270-014	RICHARD LEWIS	THE ATLANTIC REFINING COMPANY		10/17/1956	53	611	C2015	LA	Lincoln
LA-TER0270-015	JOYCE DYE MILLER ET AL	THE ATLANTIC REFINING COMPANY		10/18/1956	54	53	C2098	LA	Lincoln
LA-TER0270-016	YOUNG LEWIS	THE ATLANTIC REFINING COMPANY		10/17/1956	54	131	C2202	LA	Lincoln
LA-TER0270-017	CALVIN HOLLAND	THE ATLANTIC REFINING COMPANY		10/15/1956	54	149	C2263	LA	Lincoln
LA-TER0270-018	MATTIE LEWIS WHITMORE ET AL	THE ATLANTIC REFINING COMPANY		10/25/1956	54	179	C2328	LA	Lincoln
LA-TER0270-019	LUVONIA NELSON WILSON	THE ATLANTIC REFINING COMPANY		10/17/1956	54	155	C2287	LA	Lincoln
LA-TER0270-020	DOROTHY STANDIFER FULLER ET AL	THE ATLANTIC REFINING COMPANY		10/25/1956	54	211	C2371	LA	Lincoln
LA-TER0270-021	VELMA HOLLAND FORD	THE ATLANTIC REFINING COMPANY		10/24/1956	54	219	C2388	LA	Lincoln
LA-TER0270-022	LUCENDA LEWIS GOLDSMITH ET AL	THE ATLANTIC REFINING COMPANY		10/25/1956	54	421	C2747	LA	Lincoln
LA-TER0270-023	F LOWENIA GIBSON WINTERS ET AL	THE ATLANTIC REFINING COMPANY		10/25/1956	54	171	C2319	LA	Lincoln
LA-TER0270-024	G W DYE	THE ATLANTIC REFINING COMPANY		10/20/1956	54	177	C2327	LA	Lincoln
LA-TER0270-025	ESTER HOLLAND ET AL	THE ATLANTIC REFINING COMPANY		10/24/1956	54	207	C2370	LA	Lincoln
	CECIL DYE REPRESENTED BY HIS AGENT AND A-I-F
LA-TER0270-026	GLEN DYE	THE ATLANTIC REFINING COMPANY		10/29/1956	54	217	C2387	LA	Lincoln
LA-TER0270-027	SAM DYE	THE ATLANTIC REFINING COMPANY		12/18/1956	55	13	C3222	LA	Lincoln
LA-TER0270-028	SUSIE C YATES LEWIS ET AL	THE ATLANTIC REFINING COMPANY		10/22/1956	55	169	C3539	LA	Lincoln
LA-TER0270-029	ELIZABETH LEWIS SMITH	THE ATLANTIC REFINING COMPANY		11/20/1956	56	113	C4742	LA	Lincoln
LA-TER0270-030	IRA MAE LEWIS VILLA	THE ATLANTIC REFINING COMPANY		5/20/1957	56	439	C5358	LA	Lincoln
LA-TER0270-031	HERMAN STANDIFER	THE ATLANTIC REFINING COMPANY		11/16/1956	57	381	C6069	LA	Lincoln
LA-TER0270-032	GEORGIA MARY MCBRIDE	KCS RESOURCES INC		9/21/2006	1216	155	F82450	LA	Lincoln
LA-TER0270-033	KATHERINE LOUISE MCBRIDE COX	KCS RESOURCES INC		9/21/2006	1216	157	F82451	LA	Lincoln
LA-TER0270-034	VALERIE DIANE MCBRIDE GRAHAM	KCS RESOURCES INC		9/21/2006	1216	159	F82452	LA	Lincoln
LA-TER0270-035	OMAH JEAN (OJ) HIGGINS	KCS RESOURCES INC		9/21/2006	1216	161	F82453	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	MARYMAC ASSOCIATES INC
LA-TER0270-036	JOHN F MCBRIDE VICE PRESIDENT	KCS RESOURCES INC		9/21/2006	1216	163	F82454	LA	Lincoln
LA-TER0271-000	CLAY ROACH	JOHNIE W ADKINS		5/19/1956	73	457	C94	LA	Lincoln
LA-TER0272-001	L E PARKER	JOHNIE W ADKINS		5/21/1956	73	441	C87	LA	Lincoln
LA-TER0272-002	LEON BURKS	JOHNIE W ADKINS		5/21/1956	73	513	C354	LA	Lincoln
LA-TER0273-001	YOUNG LEWIS	JOHNIE W ADKINS		5/8/1956	73	589	C604	LA	Lincoln
LA-TER0273-002	JESSIE HUEY ET AL	JOHNIE W. ADKINS		5/14/1956	52	553	C1071	LA	Lincoln
LA-TER0274-001	THOMAS LEVI MCCRARY	THE ATLANTIC REFINING COMPANY		10/31/1956	54	163	C2291	LA	Lincoln
LA-TER0274-002	RUBY MCCRARY BEASLEY INDIV AND AS AGENT AND A-I-F FACT FOR BESSIE MCCRARY JONES ET AL	THE ATLANTIC REFINING COMPANY		11/1/1956	54	159	C2289	LA	Lincoln
LA-TER0274-003	JANIE MCCRARY HEDGEPETH	THE ATLANTIC REFINING COMPANY		11/1/1956	54	215	C2372	LA	Lincoln
LA-TER0274-004	WILEY MCCRARY	THE ATLANTIC REFINING COMPANY		11/9/1956	54	205	C2366	LA	Lincoln
LA-TER0274-005	C L MCCRARY ET AL	THE ATLANTIC REFINING COMPANY		11/13/1956	54	435	C2769	LA	Lincoln
	MARY MCCRARY THOMAS ET AL REPRESENTED BY				55	583	C4443
LA-TER0274-006	WALTER A CLEMENTS AGENT AND A-I-F	THE ATLANTIC REFINING COMPANY		11/8/1956	59	249	C8253	LA	Lincoln
					59	57	C7876
	JOHN CAUWIN MCCRARY BY AND THROUGH DAISY E				59	57	C7876
LA-TER0274-007	MCCRARY AS NATURAL TUTRIX	THE ATLANTIC REFINING COMPANY		11/6/1957	59	57	C7876	LA	Lincoln
					60	147	C9108
					60	147	C9108
LA-TER0274-008	JAMES L MCCRARY	THE ATLANTIC REFINING COMPANY		1/23/1958	60	147	C9108	LA	Lincoln
LA-TER0274-009	MARY MARTIN BLACKWOOD	KCS MEDALLION RESOURCES INC		1/14/1997	977	1	86793	LA	Lincoln
LA-TER0274-010	GEORGE T JOHNS ET AL	KCS MEDALLION RESOURCES INC		1/27/1997	989	49	89464	LA	Lincoln
LA-TER0274-011	DON DURRETT ET UX	OBRIEN OPERATING COMPANY		9/23/1999	1073	223	16506	LA	Lincoln
LA-TER0274-012	WAYNE L SIMPSON	OBRIEN OPERATING COMPANY		9/23/1999	1073	223	16507	LA	Lincoln
LA-TER0274-013	W LANE MCCRARY ET AL	OBRIEN OPERATING COMPANY		9/13/1999	1079	297	18141	LA	Lincoln
LA-TER0274-014	RALPH J MCCRARY ESTATE	OBRIEN OPERATING COMPANY		5/15/2000	1092	314	21530	LA	Lincoln
LA-TER0274-015	ROBERT EUGENE JOHNS ET AL	J CURTIS SMITH		6/30/2000	1096	189	22274	LA	Lincoln
LA-TER0274-016	CECIL O JOHNS JR	J CURTIS SMITH		6/30/2000	1128	254	F-35642	LA	Lincoln
LA-TER0274-017	GEORGE JOHNS	J CURTIS SMITH		8/29/2000	1128	256	F-35643	LA	Lincoln
LA-TER0275-001	E C ATKINS	THE ATLANTIC REFINING COMPANY		11/1/1956	54	157	C2288	LA	Lincoln
LA-TER0275-002	JOHN L HOOD	THE ATLANTIC REFINING COMPANY		10/31/1956	54	161	C2290	LA	Lincoln
LA-TER0275-003	JOHN E WARREN	THE ATLANTIC REFINING COMPANY		11/7/1956	54	255	C2450	LA	Lincoln
LA-TER0276-000	BENJAMIN HOWARD FALLIN JR	HOOD PETROLEUM INC		7/13/2006	1201	174	F76426	LA	Lincoln
	LESTER L HOOD ET AL				203	249
LA-TER0277-000	INETA HOOD BAKER	FRANK D RIPPY		8/13/1976	203	249		LA	Lincoln
					203	241
LA-TER0279-000	INETA HOOD BAKER	FRANK D RIPPY		8/13/1976	203	241		LA	Lincoln
					203	237
					203	237
LA-TER0280-000	EVA MYRL ROBINSON BELCHER ET VIR	FRANK D RIPPY		8/16/1976	203	237		LA	Lincoln
LA-TER0281-000	DREW DANIELS	FRANK D RIPPY		10/14/1976	203	332	D-2517	LA	Lincoln
LA-TER0282-000	JOHN E WALKER ET UX	CLAYTON WILLIAMS ENERGY INC		4/23/2007	1223	155	F85194	LA	Lincoln
	LIBERTY HILL MISSIONARY BAPTIST CHURCH
	ALMA GOLDSMITH AS DEACON
LA-TER0283-000	EARL BROWN AS DEACON	FRANK D RIPPY		11/16/1976	203	392	D-2532	LA	Lincoln
LA-TER0290-000	DONNY RAY HARRIS ET UX	CLAYTON WILLIAMS ENERGY INC		7/13/2009	1274	723	F105959	LA	Lincoln
LA-TER0291-000	CARLEVER DANIEL ALLEN	CLAYTON WILLIAMS ENERGY INC		7/21/2009	1274	720	F105958	LA	Lincoln
LA-TER0301-000	DAVID L WINKLER ET AL	FRANK D RIPPY		8/16/1976	203	233	D-2493	LA	Lincoln
LA-TER0302-000	STANLEY L JONES	FRANK D RIPPY		10/6/1976	203	319	D-2514	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0303-000	NORMAN LAMAR DOWLING	FRANK D RIPPY		12/7/1976	203	479	D-2553	LA	Lincoln
LA-TER0304-000	MYRA HOOD HOLLINGSWORTH	FRANK D RIPPY		9/21/1976	203	287	D-2506	LA	Lincoln
LA-TER0306-000	WILLARD DON WALLACE	FRANK D RIPPY		10/23/1976	203	364	D-2525	LA	Lincoln
					33	331	N-58614
					33	331	N-58614
LA-TER0335-000	T L MCCRARY	JOE B CLARK		3/3/1944	33	331	N-58614	LA	Lincoln
LA-TER0337-001	DR LEE ROY SKINNER JR	ST MARY LAND & EXPL CO		8/9/2003	1152	448		LA	Lincoln
LA-TER0337-002	JAMES C SKINNER	ST MARY LAND & EXPL CO		8/9/2003			51536	LA	Lincoln
LA-TER0337-003	DAVID S SKINNER	ST MARY LAND & EXPL CO		8/9/2003			51537	LA	Lincoln
					196	197	C-97873
LA-TER0338-000	PATRICIA E HENDRICKS	FRANK D RIPPY		3/11/1976	196	197	C-97873	LA	Lincoln
LA-TER0343-000	LEE ROY SKINNER	FRANK D RIPPY		3/11/1976	196	189		LA	Lincoln
					1172	454	063270
					1273	013	F105107
					1172	454	063270
LA-TER0558-000	LOUISIANA MINERALS LTD	HOOD PETROLEUM INC		3/29/2005	1272	521	F104946	LA	Lincoln
LA-TER0559-000	JOSEPH G MITCHELL III	HOOD PETROLEUM INC		9/22/2005	1184	365	F69246	LA	Lincoln
LA-TER0560-000	VIRGINIA ANN MITCHELL	HOOD PETROLEUM INC		9/22/2005	1184	369	F69247	LA	Lincoln
	CLEM B FAMILY LIMITED PARTNERSHIP REPRESENTED BY JERRY STEPHEN DREWETT AND MARGIE N
LA-TER0561-000	DREWETT	R & O ENERGY LLC		10/10/2007	1232	649	F89340	LA	Lincoln
					328	348
LA-TER0565-000	ELIZABETH STEWART GARNER	UNION TX PETROLEUM CORP		3/20/1981	328	348		LA	Lincoln
						447 OR
	MURLENE O’RESS BRAZZEL BENEDICT					457
	NATURAL TUTRIX FOR DEWEY JADELL STEWART &				253	447 OR
LA-TER0566-000	MELYNDA SUE STEWART, HER CHILDREN	ALLIED CHEMICAL CORP		6/19/1979	253	457		LA	Lincoln
					329	5
LA-TER0567-000	LULA MAE STEWART NEILSON	UNION TX PETROLEUM CORP		3/18/1981	329	5		LA	Lincoln
					259	238
LA-TER0568-000	CAROLYN D STEWART ET AL	ALLIED CHEMICAL CORP		8/6/1979	259	238		LA	Lincoln
					204	291
LA-TER0570-001	COURTNEY A REED ET AL	FRANK D RIPPY		1/3/1977	204	291		LA	Lincoln
					203	732
LA-TER0570-002	ZORA PASCHAL ZACHRY ET AL	FRANK D RIPPY		12/20/1976	203	732		LA	Lincoln
					204	164
LA-TER0570-003	RICHARD JEFF ZACHRY ET AL	FRANK D RIPPY		12/20/1976	204	164		LA	Lincoln
					203	372
LA-TER0571-000	J C HENRY ET AL	FRANK D RIPPY		10/12/1976	203	372		LA	Lincoln
LA-TER0572-001	RAYMOND EARL SIMPSON	MICHAEL F MILEY OIL PROPERTIES INC		2/20/1979	246	716	D-19346	LA	Lincoln
LA-TER0572-002	EVERETT HILL	FRANK D RIPPY		1/20/1977	205	21	D-3153	LA	Lincoln
LA-TER0572-003	ROSA LEWIS BROOKS	FRANK D RIPPY		1/14/1977	204	426	D-2982	LA	Lincoln
LA-TER0572-004	MELVIN TERRELL	MERIDIAN OIL INC		12/8/1994	920	61	74293	LA	Lincoln
LA-TER0572-005	LUTHER LEWIS	MERIDIAN OIL INC		12/8/1994	920	65	74294	LA	Lincoln
LA-TER0572-006	CASCEAL LEWIS THOMAS	MERIDIAN OIL INC		3/7/1995	920	123	74308	LA	Lincoln
					240	140
LA-TER0572-007	LEOPHIS SAMPSON GIPSON	MAC’S OIL & GAS CORP		11/15/1978	275	66	D-25574	LA	Lincoln
	DONNY RAY LEWIS A MINOR REPRESENTED BY ETHEL
LA-TER0572-008	M LEWIS HILL AS NATURAL TUTRIX	MICHAEL F MILEY OIL PROPERTIES INC		2/27/1979	257	450	D-22966	LA	Lincoln
					275	82
LA-TER0572-009	ELEANOR SAMPSON ABNEY	MAC’S OIL & GAS CORP		11/15/1978	240	144	D25582	LA	Lincoln
					275	74

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0572-010	EZEKIEL LEWIS	MAC’S OIL & GAS CORP		11/15/1978	240	152	D25578	LA	Lincoln
LA-TER0572-011	REV IODUS H LEWIS	MAC’S OIL & GAS CORP		11/15/1978	240	156		LA	Lincoln
					275	60
LA-TER0572-012	VERA M MARTIN	MAC’S OIL & GAS CORP		11/15/1978	240	160	D25571	LA	Lincoln
					275	76
LA-TER0572-013	ALBERT SAMPSON JR	MAC’S OIL & GAS CORP		11/15/1978	240	164	D25579	LA	Lincoln
					275	78
LA-TER0572-014	ANDREW LEWIS	MAC’S OIL & GAS CORP		11/15/1978	240	168	D25580	LA	Lincoln
					275	58	D25570
LA-TER0572-015	SYBLE LEE SAMPSON SERRELL	MAC’S OIL & GAS CORP		11/15/1978	240	172	D16942	LA	Lincoln
					275	56	D25569
LA-TER0572-016	VICTORIA SAMPSON MINOR	MAC’S OIL & GAS CORP		11/15/1978	240	176	D16943	LA	Lincoln
					240	184
LA-TER0572-017	MILDRED HOLMAN	MAC’S OIL & GAS CORP		11/15/1978	275	72	D-25577	LA	Lincoln
					275	68
LA-TER0572-018	MELVIN R SAMPSON	MAC’S OIL & GAS CORP		11/15/1978	240	188	D25575	LA	Lincoln
					275	62	D25572
LA-TER0572-019	QUINCY D SAMPSON	MAC’S OIL & GAS CORP		11/15/1978	240	192	D-16947	LA	Lincoln
					275	64	D25573
LA-TER0572-020	THERESA PINE	MAC’S OIL & GAS CORP		11/15/1978	240	196	D16948	LA	Lincoln
					240	442	D-17079
LA-TER0572-021	DOYLE L LEWIS	MAC’S OIL & GAS CORP		11/22/1978	275	70	D-25576	LA	Lincoln
LA-TER0572-022	HERMAN E DAY	MERIDIAN OIL INC		12/8/1994	920	73	74296	LA	Lincoln
LA-TER0572-023	PECOLIA DAY BROWN	MERIDIAN OIL INC		12/8/1994	920	77	74297	LA	Lincoln
LA-TER0572-024	ANDREW C DAY	MERIDIAN OIL INC		12/8/1994	920	81	74298	LA	Lincoln
LA-TER0572-025	JESSIE LEWIS CARTER	MERIDIAN OIL INC		3/7/1995	920	111	E-74305	LA	Lincoln
LA-TER0572-026	PRENTICE R HILL	MERIDIAN OIL INC		12/8/1994	920	57	E74292	LA	Lincoln
LA-TER0573-000	WILLIAMETTE INDUSTRIES INC	FRANK D RIPPY		5/26/1977	247	235	D-19515	LA	Lincoln
LA-TER0574-001	DHU DOWLING ET AL	MERIDIAN OIL INC		11/10/1994	920	154	74315	LA	Lincoln
LA-TER0574-002	ELDON M HOSFORD JR ET AL	MERIDIAN OIL INC		11/10/1994	920	150	74314	LA	Lincoln
	ELIZABETH J J WEINGART
LA-TER0574-003	AKA ELIZABETH JANE WEINGART	MERIDIAN OIL INC		11/10/1994	920	146	74313	LA	Lincoln
LA-TER0575-001	JERRY STEPHEN DREWETT ET AL	MERIDIAN OIL INC		11/11/1994	920	141	74312	LA	Lincoln
LA-TER0575-002	JOHN COLVIN DREWETT	MERIDIAN OIL INC		11/11/1994	920	136	74311	LA	Lincoln
LA-TER0575-003	PATTON BARHAM DREWETT ET AL	MERIDIAN OIL INC		11/11/1994	920	131	74310	LA	Lincoln
LA-TER0576-001	ELDEN M HOSFORD JR ET AL	MERIDIAN OIL INC		11/10/1994	920	49	74290	LA	Lincoln
	ELIZABETH J H WEINGART
LA-TER0576-002	AKA ELIZABETH JANE WEINGART	MERIDIAN OIL INC		11/10/1994	920	53	74291	LA	Lincoln
LA-TER0576-003	DHU DOWLING ET AL	MERIDIAN OIL INC		11/10/1994	920	45	74289	LA	Lincoln
LA-TER0577-000	ELLA MAE HASSELL ET AL	FRANK D RIPPY		10/5/1976	203	315	D-2513	LA	Lincoln
LA-TER0578-000	MURPHY EARL PICKETT ET UX	ALLIED CHEMICAL CORPORATION		8/27/1979	256	20	D-22476	LA	Lincoln
					203	253	D-2498
					203	253	D-2498
LA-TER0579-001	GEORGE H DYE	FRANK D RIPPY		8/13/1976	203	253	D-2498	LA	Lincoln
LA-TER0579-002	RENFORD COLE ELLIS ET UX	ALLIED CHEMICAL CORPORATION		8/12/1977	216	528	D-7700	LA	Lincoln
LA-TER0579-003	PETER REPPETO ET UX	MERIDAIN OIL INC		3/10/1995	920	166	74318	LA	Lincoln
LA-TER0579-004	JOSEPH C ELLIS ET UX	MERIDAIN OIL INC		4/12/1996	952	222	81301	LA	Lincoln
LA-TER0579-005	TRUMAN A POTTS ET UX	MERIDAIN OIL INC		3/17/1995	920	162	74317	LA	Lincoln
LA-TER0579-006	RICHARD H SPRINGER ET UX	MERIDAIN OIL INC		4/12/1995	920	158	E-74316	LA	Lincoln
LA-TER0579-007	JAMES ALBERT MONK ET AL	SCHOEFFLER ENERGY LLC		3/26/2013	1328	658	F132381	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0579-008	WILLIAM THOMAS BURT ET UX	SCHOEFFLER ENERGY LLC		5/1/2013	1326	829	F131505	LA	Lincoln
LA-TER0579-009	BILLY TROY JONES JR ET UX	SCHOEFFLER ENERGY LLC		3/19/2013	1326	569	F131378	LA	Lincoln
	NEW LIBERTY HILL BAPTIST CHURCH REPRESENTED BY
LA-TER0581-000	T OLIVER WASHINGTON AND WILLIAM HILL	ALLIED CHEMICAL CORPORATION		12/2/1977	222	239		LA	Lincoln
LA-TER0585-000	BERNIE SINGLETON WILLIAMS	FRANK D RIPPY		11/10/1976	203	614	D-2640	LA	Lincoln
LA-TER0586-000	NORMAN LAMAR DOWLING ET AL	FRANK D RIPPY		1/3/1977	204	172	D-2830	LA	Lincoln
LA-TER0587-000	KATHCO INC	FRANK D RIPPY		10/21/1976	203	599	D-2637	LA	Lincoln
LA-TER0588-000	D N MOON	HUNT ENERGY CORPORATION		7/9/1976	201	63	D-1393	LA	Lincoln
LA-TER0589-000	JOHNNIE M TATUM	HUNT ENERGY CORP		7/9/1976	200	574	D-1186	LA	Lincoln
LA-TER0590-000	BRYON E HAMMON	HUNT ENERGY CORPORATION		7/9/1976	200	582	D-1189	LA	Lincoln
LA-TER0591-000	MAVIS HAMMON SPAIN	HUNT ENERGY CORPORPORATION		7/13/1976	200	569	D-1185	LA	Lincoln
LA-TER0592-001	GEORGE W HENRY	HUNT ENERGY CORPORATION		7/14/1976	200	561	D-1183	LA	Lincoln
LA-TER0592-002	BENNIE HENRY HOLSTEAD	HUNT ENERGY CORPORATION		7/9/1976	200	565	D-1184	LA	Lincoln
LA-TER0593-001	ROBERT H WICK	HUNT ENERGY CORPORATION		4/15/1980	311	127	D-31062	LA	Lincoln
LA-TER0593-002	RALPH WICK	HUNT ENERGY CORPORATION		4/15/1980	311	111	D-31058	LA	Lincoln
LA-TER0593-003	EDNA MILLET ZERINGUE ET AL	HUNT ENERGY CORPORATION		3/6/1980	311	82	D-31052	LA	Lincoln
LA-TER0593-004	CLARA FULLER TOBIN	HUNT ENERGY CORPORATION		11/27/1979	267	258	D-24449	LA	Lincoln
LA-TER0593-005	JACK H ROMAIN ET UX	GENE T OLIVER		11/1/1979	265	337	D-24257	LA	Lincoln
LA-TER0593-006	RUDOLPH J ROBERT	HUNT ENERGY CORP		10/6/1981	352	217	D-37876	LA	Lincoln
LA-TER0593-007	VIRGINIA HENDERSON SAGE	HUNT ENERGY CORPORATION		4/15/1980	311	103	D-31056	LA	Lincoln
LA-TER0593-008	C E SHELOR	FRANK BRIGHT		9/24/1979	266	52	D-24278	LA	Lincoln
LA-TER0593-009	JOEL LOUIS DOWLING ET AL	FRANK BRIGHT		9/27/1979	266	39		LA	Lincoln
LA-TER0593-010	ROBERT WILLIAM MONDY	FRANK BRIGHT		9/25/1979	266	43		LA	Lincoln
LA-TER0593-011	EVA MOON WARTENBERG	HUNT ENERGY CORPORATION		11/27/1979	267	234		LA	Lincoln
LA-TER0593-012	SHIRLEY A FULLER ET AL	FRANK BRIGHT		9/27/1979	283	145		LA	Lincoln
LA-TER0593-013	DANIEL NEIL MOON ET AL	UNION TEXAS PETROLEUM CORPORATION		8/13/1980	308	11		LA	Lincoln
LA-TER0593-014	PEGGY STRAUSS GREENBAUM	HUNT ENERGY CORPORATION		4/9/1980	311	99		LA	Lincoln
LA-TER0593-015	JEAN STRAUSS MINTZ	HUNT ENERGY CORPORATION		4/9/1980	311	131		LA	Lincoln
LA-TER0593-016	CLIFFORD M STRAUSS	HUNT ENERGY CORPORATION		4/1/1980	311	74		LA	Lincoln
LA-TER0593-017	MILTON GORN	FRANK BRIGHT		10/3/1979	283	137		LA	Lincoln
	DOROTHY SLOCUM MASUR
LA-TER0593-018	REPRESENTED BY RALPH W KENNEDY AS POA	HUNT ENERGY CORPORATION		3/26/1980	311	86		LA	Lincoln
LA-TER0593-019	JACK MASUR	FRANK BRIGHT		10/3/1979	283	149		LA	Lincoln
	CARMA SINGLETON COOK AKA CARMA S COOK ET VIR				267	266
LA-TER0593-020	RAYEBURN G COOK	HUNT ENERGY CORPORATION		9/15/1979	267	266		LA	Lincoln
					267	250
LA-TER0593-021	DEWEY HOUGH SINGLETON ET UX	RAYEBURN G. COOK		9/15/1978	267	250		LA	Lincoln
	CLIFFORD H GREENBAUM
	REPRESENTED BY JAMES R GREENBALUM AS AGENT
LA-TER0593-022	AND A-I-F	GENE T OLIVER		11/27/1979	270	1		LA	Lincoln
LA-TER0593-023	ROBERT S GREENBAUM	GENE T OLIVER		11/27/1979	269	350		LA	Lincoln
LA-TER0593-024	CAROLYN ROSE MINTZ	GENE T OLIVER		11/27/1979	270	9		LA	Lincoln
LA-TER0593-025	MORRIS FRED MINTZ	GENE T OLIVER		11/27/1979	270	5		LA	Lincoln
LA-TER0593-026	O M MORRISON ET AL	HUNT ENERGY CORPORATION		3/19/1980	311	95		LA	Lincoln
LA-TER0593-027	HELEN WICK MCWHIRT	HUNT ENERGY CORPORATION		4/15/1980	311	123		LA	Lincoln
LA-TER0593-028	HAZEL CROMER MILLET ET AL	HUNT ENERGY CORPORATION		3/6/1980	311	78		LA	Lincoln
LA-TER0593-029	J B MILAM JR	HUNT ENERGY CORPORATION		10/18/1979	267	262		LA	Lincoln
LA-TER0593-030	MEREDITH BARCLAY GRISAFFI ET AL	HUNT ENERGY CORPORATION		3/6/1980	283	141		LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0593-031	HAROLD LEE	HUNT ENERGY CORPORATION		4/15/1980	311	107		LA	Lincoln
LA-TER0593-032	BETTY MILLET LOUCKS	HUNT ENERGY CORPORATION		6/29/1981	340	131		LA	Lincoln
LA-TER0593-033	W H FIORELLA SR ET AL	HUNT ENERGY CORPORATION		11/28/1979	267	230		LA	Lincoln
LA-TER0593-034	JAMES ROY FULLER JR	HUNT ENERGY CORPORATION		11/27/1979	267	254		LA	Lincoln
LA-TER0593-035	JOHN ROBERT	GENE T OLIVER		11/5/1979	263	184		LA	Lincoln
LA-TER0593-036	J C NANCE SR ET AL	HUNT ENERGY CORPORATION		1/22/1982	368	195		LA	Lincoln
LA-TER0593-037	MARC L ROBERT ET AL	HUNT ENERGY CORPORATION		11/29/1979	267	238		LA	Lincoln
					283	153
LA-TER0593-038	RAYMOND J ROBERT SR	HUNT ENERGY CORPORATION		3/6/1980	291	152	27854	LA	Lincoln
LA-TER0593-039	CRAIG BARCLAY	HUNT ENERGY CORPORATION		3/17/1980	311	70		LA	Lincoln
LA-TER0593-040	HELEN LEE BISHOP	HUNT ENERGY CORPORATION		4/15/1980	311	119		LA	Lincoln
LA-TER0593-041	JUDITH FULLER NAJOLIA	HUNT ENERGY CORPORATION		11/28/1979	267	270		LA	Lincoln
LA-TER0593-042	JAMES R GREENBAUM JR	GENE T OLIVER		11/27/1979	269	354	D-24825	LA	Lincoln
LA-TER0597-000	BARBARA TAYLOR CAMP ET AL	FRANK BRIGHT		9/21/1979	266	47		LA	Lincoln
					267	246
LA-TER0601-001	ANNA DORIS SINGLETON	RAYEBURN G COOK		9/15/1979	267	246		LA	Lincoln
LA-TER0601-002	PAULINE BARHAM DREWETT	HUNT ENERGY CORPORATION		9/11/1979	258	321		LA	Lincoln
LA-TER0604-000	WAYNE FALLIN ET AL	FRANK D RIPPY		9/22/1976	203	282	D-2505	LA	Lincoln
					203	291	D-2507
LA-TER0605-000	KATIE HOOD ET AL	FRANK D RIPPY		9/22/1976	909	166	E-72270	LA	Lincoln
LA-TER0606-000	ARDELIA HARRIS THOMPSON ET AL	R L SKINNER		4/12/1949	50	135	N-87977	LA	Lincoln
LA-TER0607-000	JOHN L HOOD	HOWARD W WRIGHT JR		9/5/1951	59	379	108077	LA	Lincoln
					202	172	D-1966
LA-TER0608-000	LORAINE NOBLES EARLY HOWARD	IMC EXPLORATION COMPANY		10/21/1976	202	172	D-1966	LA	Lincoln
LA-TER0615-000	D L SANFORD ET UX	FRANK D RIPPY		10/14/1976	203	336	D-2518	LA	Lincoln
	NOVIS HENRY GALLOWAY
LA-TER0777-000	WILLARD DONALD WALLACE CURATOR	GENE T OLIVER		11/14/1979	263	305	D-23961	LA	Lincoln
					203	269	D-2502
					203	269	D-2502
LA-TER0780-001	PAULINE BARHAM DREWETT ET AL	FRANK D RIPPY		10/7/1976	203	269	D-2502	LA	Lincoln
LA-TER0780-002	JOYCE DYE MILLER	FRANK D RIPPY		9/3/1976	203	261	D-2500	LA	Lincoln
LA-TER0780-003	JEWEL DYE BOWDEN	FRANK D RIPPY		9/3/1976	203	257	D-2499	LA	Lincoln
LA-TER0780-004	MAYCE G SEHON ET AL	FRANK D RIPPY		9/20/1976	203	274	D-2503	LA	Lincoln
LA-TER0780-005	G W DYE	FRANK D RIPPY		10/28/1976	203	610	D-2639	LA	Lincoln
LA-TER0780-006	MAURICE DYE ET AL	FRANK D RIPPY		11/18/1976	203	419	D-2538	LA	Lincoln
LA-TER0780-007	JEWEL DYE BOWDEN	FRANK D RIPPY		12/18/1978	243	108	D-17926	LA	Lincoln
LA-TER0780-008	GEORGE H DYE	FRANK D RIPPY		9/1/1976	203	265	D-2501	LA	Lincoln
LA-TER0780-009	CHARLES E SHELOR	FRANK D RIPPY		10/21/1976	203	405	D-2535	LA	Lincoln
LA-TER0780-010	GEORGE STANDIFER	FRANK D RIPPY		11/17/1976	203	401	D-2534	LA	Lincoln
LA-TER0780-011	OTIS LEON HILL	FRANK D RIPPY		11/17/1976	203	475	D-2552	LA	Lincoln
LA-TER0780-012	SUE BARMORE COOK	FRANKS PETROLEUM INC		4/11/1979	248	157	D-19835	LA	Lincoln
LA-TER0782-000	LOUISIANA MINERALS LTD	HOOD PETROLEUM, INC.		3/29/2005	1172	462	PTREL F104947	LA	Lincoln
LA-TER0783-000	JOHN W DYE	RAYEBURN G COOK		9/15/1979	267	242		LA	Lincoln
LA-TER0786-001	ROSSETTA GARNER BISSIC ET AL	IMC EXPLORATION CO		11/11/1976	202	600		LA	Lincoln
LA-TER0786-P02	L C BISSIC	IMC EXPLORATION CO		10/16/1979	274	51		LA	Lincoln
LA-TER0797-000	NORMAN LAMAR DOWLING ET AL	FRANK D RIPPY		1/3/1977	204	192	D-2834	LA	Lincoln
LA-TER0798-000	YOUNGSTOWN SHEET AND TUBE COMPANY	FRANK D RIPPY		9/8/1976	203	323	D-2515	LA	Lincoln
LA-TER0808-000	DAVID WARREN TRUSSELL ET AL	ENSIGHT ENERGY PARTNERS LP		5/6/2003	1149	61	49105	LA	Lincoln
LA-TER0809-001	LOUISE TRUSSELL NORRIS GLADNEY	ENSIGHT ENERGY PARTNERS LP		10/10/2003	1151	792	51137	LA	Lincoln
LA-TER0810-001	LOIS TRUSSELL BAREMORE ET AL	ENSIGHT ENERGY PARTNERS LP		6/27/2003	1149	67	49107	LA	Lincoln
LA-TER0810-002	JOHN PAUL BAREMORE	ENSIGHT ENERGY PARTNERS LP		6/27/2003	1151	82	F-50502	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0810-003	IVY ELIZABETH BAREMORE	ENSIGHT ENERGY PARTNERS LP		6/27/2003	1149	610	49439	LA	Lincoln
LA-TER0811-000	DON MARVIN MCGEHEE ET UX	ENSIGHT ENERGY PARTNERS LP		6/6/2003	1149	64	49106	LA	Lincoln
LA-TER0812-000	CHARLES STANLEY BALDWIN ET UX	ENSIGHT ENERGY PARTNERS LP		1/11/2003	1149	91	49112	LA	Lincoln
LA-TER0813-001	ROBERT LANE PITTARD	ENSIGHT ENERGY PARTNERS LP		1/11/2003	1149	83	49110	LA	Lincoln
LA-TER0813-002	CAROL ANN PITTARD ANDERSON	ENSIGHT ENERGY PARTNERS LP		3/6/2003	1149	75	49108	LA	Lincoln
LA-TER0813-003	CALVIN JOSEPH BRISCOE JR	ENSIGHT ENERGY PARTNERS LP		1/11/2003	1149	79	49109	LA	Lincoln
LA-TER0813-004	JESSICA CHRISTINE BRISCOE SCHROCK	ENSIGHT ENERGY PARTNERS LP		1/11/2003	1149	87	49111	LA	Lincoln
LA-TER0814-000	CHARLES RAYMOND HAWKINS	ENSIGHT ENERGY PARTNERS LP		4/4/2003	1151	80	50501	LA	Lincoln
					1149	52	049102
LA-TER0815-001	MINNIE ESTELLE M SKINNER ET AL	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	52	049102	LA	Lincoln
					1149	55	049103
LA-TER0815-002	JOYCE SKINNER BRAZZEL	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	55	049103	LA	Lincoln
					1149	58	049104
LA-TER0815-003	GLORIA JEAN SKINNER THOMAS	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	58	049104	LA	Lincoln
LA-TER0816-001	WILLIAM MICHAEL GOSDIN	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	46	49100	LA	Lincoln
LA-TER0816-002	STEPHEN LEE GOSDIN	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	43	49099	LA	Lincoln
LA-TER0816-003	JOHN DAVID GOSDIN	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	40	49098	LA	Lincoln
LA-TER0816-004	LISA GOSDIN SMITH	ENSIGHT ENERGY PARTNERS LP		12/10/2002	1149	49	49101	LA	Lincoln
					1149	145	049163
LA-TER0817-001	KENNETH W BREWSTER ET UX	ENSIGHT ENERGY PARTNERS LP		8/1/2003	1149	145	049163	LA	Lincoln
					1149	149	0149164
LA-TER0817-002	EDWARD ERVIN TINSLEY	ENSIGHT ENERGY PARTNERS LP		7/29/2003	1149	149	049164	LA	Lincoln
					1149	95	049113
LA-TER0817-003	GERALDINE TINSLEY AUTREY	ENSIGHT ENERGY PARTNERS LP		4/30/2003	1149	95	049113	LA	Lincoln
LA-TER0817-004	MAXINE TINSLEY HOTLZCLAW	ENSIGHT ENERGY PARTNERS LP		5/1/2003	1149	99	49114	LA	Lincoln
LA-TER0817-005	RHONDA TINSLEY POPE	ROBERT E MCKELLAR		9/20/2003	1151	716	F51058	LA	Lincoln
LA-TER0817-006	SHERRI TINSLEY SHARP	ROBERT E MCKELLAR		9/20/2003	1151	734	F51078	LA	Lincoln
LA-TER0818-000	DANNY C HOLTZCLAW ET UX	ENSIGHT ENERGY PARTNERS LP		5/1/2003	1149	103	49115	LA	Lincoln
					973	135	085908
LA-TER0820-001	LOUISIANA UNITED METHODIST CHILDREN	INTERCOAST OIL AND GAS COMPANY		11/5/1996	973	135	085908	LA	Lincoln
LA-TER0820-002	GEORGE A PETERKIN JR ET AL	OBRIEN OPERATING COMPANY		5/18/2000	1092	316	21531	LA	Lincoln
LA-TER0820-003	CELESTINE FAVROT ARNDT	J CURTIS SMITH		6/30/2000	1096	187	22273	LA	Lincoln
LA-TER0824-001	BETTY ANNE SHELOR MORRIS	KCS MEDALLION RESOURCES INC		2/13/1997	980	50	87430	LA	Lincoln
LA-TER0824-002	W LANE MCCRARY	KCS MEDALLION RESOURCES INC.		1/31/1997	980	58	87432	LA	Lincoln
LA-TER0824-003	JERRY G MCCRARY	KCS MEDALLION RESOURCES INC		1/31/1997	980	54	87431	LA	Lincoln
LA-TER0824-004	SARA GENE MCCRARY MOORE ET AL	KCS MEDALLION RESOURCES INC		1/31/1997	980	62	87433	LA	Lincoln
LA-TER0824-005	RALPH J MCCRARY	KCS MEDALLION RESOURCES INC		2/4/1997	980	66	87434	LA	Lincoln
LA-TER0824-006	EDWIN L MCCRARY	KCS MEDALLION RESOURCES INC		2/4/1997	980	70	87435	LA	Lincoln
LA-TER0824-007	SONDRA MCCRARY CLARK ET VIR	KCS MEDALLION RESOURCES INC		1/31/1997	981	1	87626	LA	Lincoln
LA-TER0824-008	KERRY M REIS ET AL	KCS MEDALLION RESOURCES INC		2/26/1997	981	5	87627	LA	Lincoln
LA-TER0824-009	CHARLOTTE MCCRARY RIDDEL	KCS MEDALLION RESOURCES INC		1/31/1997	983	266	88203	LA	Lincoln
LA-TER0824-010	CHARLES F SHELOR	KCS MEDALLION RESOURCES INC		2/12/1997	983	270	88204	LA	Lincoln
LA-TER0824-011	MARY LYNN CASON	OBRIEN OPERATING COMPANY		5/15/2000	1092	312	21529	LA	Lincoln
LA-TER0824-012	ANNIE RAY MCGOWEN	OBRIEN OPERATING COMPANY		5/10/2000	1092	310	21528	LA	Lincoln
					981	9	087628
LA-TER0825-001	BOBBY GEORGE MCCULLIN	KCS MEDALLION RESOURCES INC		1/24/1997	981	9	087628	LA	Lincoln
					981	14	087629
LA-TER0825-002	CONNIE A WATTS	KCS MEDALLION RESOURCES INC		1/24/1997	981	14	087629	LA	Lincoln
					1082	160	018794
LA-TER0825-003	JAMES GORDON MCCULLIN	OBRIEN OPERATING COMPANY		1/29/2000	1082	160	018794	LA	Lincoln
					1185	780	F69819
					1185	780	F69819

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER0825-005	BOBBY GEORGE MCCULLIN ET AL	ENSIGHT III ENERGY PARTNERS LP		10/13/2005	1185	780	F69819	LA	Lincoln
					1313	862	F124372
					1322	800	F129117
					1313	862	F124372
LA-TER0827-000	WEYERHAEUSER COMPANY ET AL	WILDHORSE RESOURCES LLC		5/25/2012	1322	800	F129117	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND
	FAMILY SERVICES INC				1305	979	F120424
LA-TER0845-000	REPRESENTED BY TERREL DEVILLE	WILDHORSE RESOURCES LLC		4/27/2011	1305	979	F120424	LA	Lincoln
LA-TER0846-000	PULPWOOD PRODUCERS INC	WILDHORSE RESOURCES LLC		5/2/2011	1305	770	F120382	LA	Lincoln
					1305	850	F120399
LA-TER0847-001	DEBBIE JEAN AUSTIN WILLIAMSON ET AL	WILDHORSE RESOURCES LLC		7/26/2011	1305	850	F120399	LA	Lincoln
LA-TER0847-002	DONALD MORGAN MITCHELL	CLAYTON WILLIAMS ENERGY INC		12/16/2008	1267	568	F102621	LA	Lincoln
LA-TER0848-001	TAMMY JO DOWLING STRAKOS	WILDHORSE RESOURCES LLC		5/11/2011	1305	923	F120414	LA	Lincoln
LA-TER0848-002	JAMES RUSSELL DOWLING	WILDHORSE RESOURCES LLC		5/11/2011	1305	917	F120413	LA	Lincoln
LA-TER0848-003	CODY DHUWAYNE DOWLING	WILDHORSE RESOURCES LLC		5/11/2011	1305	929	F120415	LA	Lincoln
LA-TER0849-000	LOUISIANA MINERALS LTD	WILDHORSE RESOURCES LLC		7/5/2011	1305	696	F120365	LA	Lincoln
LA-TER0850-000	STEPHEN ROBERT NUTT	WILDHORSE RESOURCES LLC		7/1/2011	1305	830	F120394	LA	Lincoln
LA-TER0851-000	GARY WAYNE MAXWELL ET UX	WILDHORSE RESOURCES LLC		7/1/2011	1305	834	F120395	LA	Lincoln
LA-TER0852-000	JOHN C MORRIS III ET AL	WILDHORSE RESOURCES LLC		6/5/2012	1314	298	F124544	LA	Lincoln
					1227	109	F86954
LA-TER0853-000	WEYERHAEUSER COMPANY	BROAD OAK ENERGY INC		4/30/2007	1227	173	F107182	LA	Lincoln
LA-TER0869-001	JEFFREY RAY THOMAS ET UX	WILDHORSE RESOURCES LLC		4/20/2012	1313	534	F124165	LA	Lincoln
LA-TER0869-002	GREGORY ALAN THOMAS ET AL	WILDHORSE RESOURCES LLC		4/20/2012	1313	537	F124166	LA	Lincoln
	SHRINERS HOSPITALS FOR CRIPPLED CHILDREN
	REPRESENTED BY C VICTOR THORNTON AS PRESIDENT
	AND
LA-TER0877-000	GEORGE M SAUNDERS AS SECRETARY	FRANK D RIPPY		10/25/1976	203	409	D-2536	LA	Lincoln
LA-TER0982-000	TOWNS COMPANY, LLC	V L C INC		4/13/2011	1301	886	F118676	LA	Lincoln
LA-TER0983-000	JAMES FOSTER III ET UX	V L C INC		4/14/2011	1300	253	F117866	LA	Lincoln
LA-TER0984-000	JAY DOUGLAS STRICKLER ET UX	V L C INC		4/15/2011	1301	892	F118678	LA	Lincoln
LA-TER0985-000	JAY DOUGLAS STRICKLER	V L C INC		4/15/2011	1301	895	F118679	LA	Lincoln
LA-TER0986-000	LOUISE JONES GRISHAM	V L C INC		4/28/2011	1301	883	F118675	LA	Lincoln
LA-TER0987-000	LUTHER RICHARD PYLES ET UX	V L C INC		5/14/2011	1300	256	F117867	LA	Lincoln
LA-TER0988-000	HOWARD O ULMER JR ET UX	V L C INC		5/17/2011	1301	889	F118677	LA	Lincoln
LA-TER0989-000	ELIZABETH C PHILLIPS HENLEY	V L C INC		5/25/2011	1301	857	F118667	LA	Lincoln
LA-TER0990-000	CARGILL LEGACY TRUST	V L C INC		6/21/2011	1301	872	F118672	LA	Lincoln
LA-TER0991-000	BRIAN ROWDELL DAVIS ET UX	V L C INC		6/21/2011	1301	854	F118666	LA	Lincoln
LA-TER0992-000	LUCY JANELLE PRICE SILVEY	V L C INC		6/20/2011	1301	877	F118673	LA	Lincoln
LA-TER0993-000	MARY MARGARET PHILLIPS YOUNG	V L C INC		7/1/2011	1301	880	F118674	LA	Lincoln
LA-TER0994-000	GALE ALLEN SCHOONOVER JR ET UX	V L C INC		6/30/2011	1301	898	F118680	LA	Lincoln
LA-TER0995-001	THELMA JEAN GRAY LAY	V L C INC		5/24/2011	1301	863	F118669	LA	Lincoln
LA-TER0995-002	THELMA ELIZABETH LAY THIGPEN, NAKED OWNER	V L C INC		5/24/2011	1301	860	F118668	LA	Lincoln
LA-TER0995-003	LYNN ANNE LAY MARSH, NAKED OWNER	V L C INC		5/24/2011	1301	869	F118671	LA	Lincoln
LA-TER0995-004	LAVERN LAY SHELTON, NAKED OWNER	V L C INC		5/24/2011	1301	866	F118670	LA	Lincoln
LA-TER0996-000	MARTHA ANN OGDEN TURNER	V L C INC		9/9/2011	1308	725	F121724	LA	Lincoln
LA-TER1003-001	DONALD ROY FAUST ET UX	SCHOEFFLER ENERGY LLC		8/13/2012	1319	539	F127348	LA	Lincoln
LA-TER1003-002	ELVA MARIE CARTER TERRELL ET AL	SCHOEFFLER ENERGY LLC		9/26/2012	1322	265	F128832	LA	Lincoln
					1322	302	F128837

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-TER1003-003	GERALD L BURNETT DBA B&F DRILLING COMPANY	WILDHORSE RESOURCES, LLC		12/13/2012	1322	302	F128837	LA	Lincoln
LA-TER1003-004	SARAH JANE MONK FOSTER	SCHOEFFLER ENERGY LLC		3/12/2013	1326	879	F131516	LA	Lincoln
LA-TER1003-005	JACKSON LEE ET UX	SCHOEFFLER ENERGY LLC		4/11/2013	1327	87	F131563	LA	Lincoln
LA-TER1003-006	JUANITA KAM LO	SCHOEFFLER ENERGY LLC		4/15/2013	1327	92	F131564	LA	Lincoln
LA-TER1003-007	BOBBY T LO	SCHOEFFLER ENERGY LLC		4/30/2013	1328	653	F132380	LA	Lincoln
LA-TER1004-000	YOUNG ESTATE LLC	SCHOEFFLER ENERGY LLC		4/23/2012	1319	735	F127383	LA	Lincoln
LA-TER1005-000	JAMES LESTER TERRELL	SCHOEFFLER ENERGY LLC		7/24/2012	1319	529	F127346	LA	Lincoln
	MCPHERSON FAMILY TRUST
LA-TER1006-000	REPRESENTED HEREIN BY JANICE MCPHERSON	SCHOEFFLER ENERGY LLC		8/3/2012	1319	534	F127347	LA	Lincoln
LA-TER1007-000	ELVA MARIE CARTER TERRELL ET AL	SCHOEFFLER ENERGY LLC		7/24/2012	1322	271	F128833	LA	Lincoln
					1319	588	F127355
LA-TER1009-000	LOUISIANA MINERALS LTD	WILDHORSE RESOURCES		9/4/2012	1319	588	F127355	LA	Lincoln
LA-TER1010-000	STEPHEN MICHAEL GLEASON ET UX	SCHOEFFLER ENERGY LLC		3/5/2012	1319	428	F127330	LA	Lincoln
LA-TER1011-000	JOSEPH GREGORY PESNELL	SCHOEFFLER ENERGY LLC		4/7/2012	1319	882	F127407	LA	Lincoln
LA-TER1012-000	ANTHONY W JONES ET UX	SCHOEFFLER ENERGY LLC		4/19/2012	1323	428	F129492	LA	Lincoln
LA-TER1013-001	BRIDGET GAIL JONES RICHARDSON	SCHOEFFLER ENERGY LLC		2/20/2012	1319	394	F127323	LA	Lincoln
LA-TER1013-002	JANET TERESA JONES	SCHOEFFLER ENERGY LLC		2/20/2012	1319	399	F127324	LA	Lincoln
LA-TER1013-003	ANTHONY W JONES	SCHOEFFLER ENERGY LLC		2/20/2012	1319	404	F127325	LA	Lincoln
LA-TER1013-004	BRUCE DESMOND JONES	SCHOEFFLER ENERGY LLC		2/20/2012	1319	409	F127326	LA	Lincoln
LA-TER1013-005	PHYLLIS ANN JONES MANUEL	SCHOEFFLER ENERGY LLC		3/6/2012	1319	414	F127327	LA	Lincoln
LA-TER1014-000	SIBYL IRENE DOWLING RUSSELL	SCHOEFFLER ENERGY LLC		3/26/2012	1319	855	F127402	LA	Lincoln
LA-TER1015-000	DENNIS WAYNE COLE	SCHOEFFLER ENERGY LLC		1/31/2013	1326	862	F131512	LA	Lincoln
					1319	807	F127395
LA-TER1016-000	PAUL TAYLOR FARR ET AL	SCHOEFFLER ENERGY LLC		2/9/2012	1319	807	F127395	LA	Lincoln
					1326	927	F131525
LA-TER1017-000	MILDU LLC	SCHOFFLER ENERGY LLC		12/6/2012	1326	927	F131525	LA	Lincoln
					1323	442	F129495
LA-TER1018-000	DONALD L BULLOCK ET AL	SCHOFFLER ENERGY LLC		12/14/2012	1323	442	F129495	LA	Lincoln
LA-TER1019-000	LENNIS DUPREE MCGLOTHEN	SCHOEFFLER ENERGY LLC		3/22/2013	1326	848	F131509	LA	Lincoln
LA-TER1020-000	ANTHONY EUGENE DUPREE ET AL	SCHOEFFLER ENERGY LLC		3/20/2013	1326	835	F131507	LA	Lincoln
LA-TER1021-000	LARRY WAYNE HISAW ET UX	SCHOEFFLER ENERGY LLC		3/22/2013	1326	574	F131379	LA	Lincoln
LA-TER1022-001	ALBERT JOE DUPREE ET UX	SCHOEFFLER ENERGY LLC		1/29/2013	1326	826	F131504	LA	Lincoln
LA-TER1022-002	LINDA JOYCE DUPREE EBERHARDT ET AL	SCHOEFFLER ENERGY LLC		2/20/2013	1326	872	F131515	LA	Lincoln
LA-TER1022-003	LORRIS BROWN ET AL	SCHOEFFLER ENERGY LLC		2/20/2013	1326	842	F131508	LA	Lincoln
LA-TER1022-004	CHRISTOPHER DANIEL DUPREE ET AL	SCHOEFFLER ENERGY LLC		2/11/2013	1326	832	F131510	LA	Lincoln
LA-TER1023-000	ALBERT JOE DUPREE ET UX	SCHOEFFLER ENERGY LLC		1/29/2013	1326	882	F131517	LA	Lincoln
LA-TER1024-000	MICHELLE D YOUNG	SCHOEFFLER ENERGY LLC		2/8/2013	1326	832	F131506	LA	Lincoln
LA-TER1025-000	LORRIS BROWN ET AL	SCHOEFFLER ENERGY LLC		4/19/2013	1330	728	F133549	LA	Lincoln
LA-UNV0002-001	ROBERT M GILL	JACK T EVERETT		2/8/1971	147	769	C-73451	LA	Lincoln
LA-UNV0002-002	RUEL C GILL	JACK T EVERETT		2/5/1971	147	765	C-73450	LA	Lincoln
LA-UNV0002-003	NETTIE MAE GARRETT ET AL	JACK T EVERETT		2/5/1971	147	761	C-73449	LA	Lincoln
LA-UNV0003-000	LEONA FRASIER PYLANT	JACK T EVERETT		1/21/1971	146	661	C-72966	LA	Lincoln
LA-UNV0004-000	THELMA FRASIER WILLIAMSON ET VIR	JACK T EVERETT		1/21/1971	146	657	C-72965	LA	Lincoln
LA-UNV0005-000	ANNIE MAE FRASIER ELLIOTT	JACK T EVERETT		1/21/1971	146	653	C-72964	LA	Lincoln
LA-UNV0006-001	CHARLIE GREEN COLVIN ET AL	KCS RESOURCES INC		8/2/2002	1136	125	40802	LA	Lincoln
LA-UNV0006-002	LAMAR W COLVIN ET AL	KCS RESOURCES INC		8/2/2002	1136	128	40803	LA	Lincoln
					1158	627	055060
					1158	627	055060
LA-UNV0007-001	LOUIS CHARLES SIMPSON	KCS RESOURCES INC		3/1/2004	1158	627	055060	LA	Lincoln
LA-UNV0007-002	WILLIE B SIMPSON JACKSON	KCS RESOURCES INC		3/10/2004	1159	283	F55438	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-UNV0007-003	CORA SIMPSON HURT	KCS RESOURCES INC		3/10/2004	1159	292	55441	LA	Lincoln
					1159	182	055344
LA-UNV0007-004	AUSTIN ANDERSON ET UX	KCS RESOURCES INC		3/10/2004	1159	182	055344	LA	Lincoln
LA-UNV0007-005	OZELL SIMPSON	KCS RESOURCES INC		3/10/2004	1160	142	56086	LA	Lincoln
LA-UNV0007-006	OLIA JUNE SIMPSON LIPFORD	KCS RESOURCES INC		3/10/2004	1160	139	56085	LA	Lincoln
LA-UNV0007-007	ODELL SIMPSON MADISON	KCS RESOURCES INC		3/10/2004	1160	133	56083	LA	Lincoln
LA-UNV0007-008	COSETTA S MALCOLM	KCS RESOURCES INC		4/22/2004	1160	136	56084	LA	Lincoln
LA-UNV0007-009	WILLIE R SHELTON JR	KCS RESOURCES INC		4/22/2004	1160	586		LA	Lincoln
LA-UNV0007-010	FELICIA SIMPSON	KCS RESOURCES INC		5/3/2004	1160	592	56494	LA	Lincoln
LA-UNV0007-011	VANESSA R SIMPSON	KCS RESOURCES INC		5/12/2004	1160	598	56496	LA	Lincoln
LA-UNV0007-012	LEROY SIMPSON	KCS RESOURCES INC		4/21/2004	1160	601	56497	LA	Lincoln
LA-UNV0007-013	LATONYA SIMPSON ALEXANDER	KCS RESOURCES INC		5/3/2004	1184	379	F69256	LA	Lincoln
LA-UNV0007-014	SCOTT SIMPSON	KCS RESOURCES INC		5/3/2004	1160	589	56493	LA	Lincoln
LA-UNV0007-015	RODNEY SIMPSON	KCS RESOURCES INC		5/3/2004	1160	595	56495	LA	Lincoln
LA-UNV0007-016	MICHAEL DAVID SIMPSON	KCS RESOURCES INC		12/13/2006	1216	147	F82447	LA	Lincoln
LA-UNV0007-017	CHARLES P HARRIS	KCS RESOURCES INC		12/13/2006	1216	150	F82448	LA	Lincoln
LA-UNV0008-001	THOMAS M MONCRIEF ET AL	KCS RESOURCES INC		12/15/2003	1155	673	53323	LA	Lincoln
LA-UNV0008-002	JANICE MONCRIEF	KCS RESOURCES INC		12/15/2003	1155	676	53324	LA	Lincoln
LA-UNV0008-003	FRANCES L PLATT BURFORD ET AL	KCS RESOURCES INC		1/8/2004	1156	281	53631	LA	Lincoln
LA-UNV0008-004	HARRY R COOK JR	KCS RESOURCES INC		1/8/2004	1156	284	53632	LA	Lincoln
LA-UNV0008-005	JOYCE DANIEL HENRY	KCS RESOURCES INC		12/12/2003	1157	271	54239	LA	Lincoln
LA-UNV0008-006	HELEN H COLVIN	KCS RESOURCES INC		3/17/2004	1159	173	55341	LA	Lincoln
LA-UNV0008-007	LITTLETON PARKS COLVIN III	KCS RESOURCES INC		3/29/2004	1159	179	55343	LA	Lincoln
LA-UNV0008-008	JAMES H COLVIN	KCS RESOURCES INC		3/29/2004	1159	439	55564	LA	Lincoln
LA-UNV0008-009	JULIA ANN COLVIN NICHOLS	KCS RESOURCES INC		3/29/2004	1159	289	55440	LA	Lincoln
LA-UNV0008-010	WALTER R FARRAR	KCS RESOURCES INC		3/19/2004	1159	286	55439	LA	Lincoln
LA-UNV0008-011	MICHAEL H GIBBS KAY	KCS RESOURCES INC		4/1/2004	1159	176	F55342	LA	Lincoln
LA-UNV0008-012	WILLIAM DON SMITH	KCS RESOURCES INC		10/7/2004	1166	717	60150	LA	Lincoln
LA-UNV0008-013	PHYLLIS COLVIN CARLYON	KCS RESOURCES INC		3/28/2005	1175	604	F64909	LA	Lincoln
LA-UNV0008-014	WILLIAM L COLVIN III	KCS RESOURCES INC		3/28/2005	1175	606	F64910	LA	Lincoln
LA-UNV0008-015	CATHERINE F COLVIN	KCS RESOURCES INC		3/28/2005	1175	608	F64911	LA	Lincoln
LA-UNV0009-001	CASSANDRA J THOMPSON	KCS RESOURCES INC		6/11/2004	1162	199	57524	LA	Lincoln
LA-UNV0009-002	RHONDAL E JENKINS	KCS RESOURCES INC		6/11/2004	1162	208	57528	LA	Lincoln
LA-UNV0009-003	JOHN D JENKINS ET AL	KCS RESOURCES INC		6/11/2004	1162	205	57527	LA	Lincoln
LA-UNV0009-004	VALERIE J MCMURRY	KCS RESOURCES INC		6/11/2004	1162	202	57526	LA	Lincoln
LA-UNV0010-001	OTIS CHARLES JENKINS	KCS RESOURCES INC		8/18/2004	1165	194	59181	LA	Lincoln
LA-UNV0010-002	HATTIE MAE JENKINS LEWIS	KCS RESOURCES INC		8/18/2004	1165	192	59180	LA	Lincoln
LA-UNV0010-003	ABAN J RICHARDS JR	KCS RESOURCES INC		8/18/2004	1165	184	59177	LA	Lincoln
LA-UNV0010-004	JERRIE ANNE WILSON	KCS RESOURCES INC		8/18/2004	1169	413	61570	LA	Lincoln
					1175	24
					1174	25
LA-UNV0010-005	JOHN W JENKINS JR	KCS RESOURCES INC		3/2/2005	1355	289	F64570	LA	Lincoln
LA-UNV0010-006	LETTIE EILAND	KCS RESOURCES INC		8/18/2004	1187	564	F70525	LA	Lincoln
LA-UNV0011-001	BETTY LAY KIRBY	KCS RESOURCES INC		10/5/2004	1168	234	60975	LA	Lincoln
LA-UNV0011-002	CHRIS A LAY JR	KCS RESOURCES INC		10/5/2004	1166	704	60146	LA	Lincoln
LA-UNV0011-003	JEFFREY BARKSDALE HILL IV	KCS RESOURCES INC		10/5/2004	1166	707	60147	LA	Lincoln
LA-UNV0011-004	CHARLIE GREEN COLVIN ET AL	KCS RESOURCES INC		10/5/2004	1166	720	60151	LA	Lincoln
					1166	710	060148
LA-UNV0011-005	MILDRED SUE BARMORE COOK	KCS RESOURCES INC		10/5/2004	1166	710	060148	LA	Lincoln
LA-UNV0011-006	DAVID F BARMORE	KCS RESOURCES INC		4/4/2005	1175	164	F64641	LA	Lincoln
LA-UNV0011-007	JOYCE SUTTON	KCS RESOURCES INC		3/30/2005	1175	162	F64640	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-UNV0011-008	CLYDE ALLEN BARMORE	KCS RESOURCES INC		4/4/2005	1175	160	F64639	LA	Lincoln
LA-UNV0011-009	PATSY BARMORE CRITSELOUS	KCS RESOURCES INC		3/29/2005	1175	158	F64638	LA	Lincoln
LA-UNV0011-010	TOM E FRASIER JR	KCS RESOURCES INC		3/30/2005	1177	386	F65780	LA	Lincoln
LA-UNV0011-011	KIMBERLY B BUTLER	KCS RESOURCES INC		4/4/2005	1177	351	F65769	LA	Lincoln
LA-UNV0011-012	ANN MCKNEELY	KCS RESOURCES INC		3/29/2005	1176	781	F65558	LA	Lincoln
LA-UNV0011-013	ALICE BARMORE S HEABERLIN	KCS RESOURCES INC		10/1/2005	1187	880	70684	LA	Lincoln
LA-UNV0012-000	VIVIAN S MAGEE ET AL	KCS RESOURCES INC		9/28/2004	1166	713	60149	LA	Lincoln
LA-UNV0013-001	JOHN A DELLEY JR	KCS RESOURCES INC		3/16/2005	1175	143	F64633	LA	Lincoln
LA-UNV0013-002	MARTIN GIVENS	KCS RESOURCES INC		3/16/2005	1175	146	F64634	LA	Lincoln
LA-UNV0013-003	CATO DELLEY JR	KCS RESOURCES INC		3/16/2005	1175	149	F64635	LA	Lincoln
LA-UNV0013-004	ROBERT DELLEY	KCS RESOURCES INC		3/16/2005	1175	152	F64636	LA	Lincoln
LA-UNV0013-005	ETTA B GRIFFIN GARRETT	KCS RESOURCES INC		3/16/2005	1175	155	F64637	LA	Lincoln
LA-UNV0013-006	MILDRED MAE GRIFFIN GILLESPIE	KCS RESOURCES INC		4/7/2005	1175	168	F64643	LA	Lincoln
LA-UNV0013-007	TIMMY D MINER	KCS RESOURCES INC		3/16/2005	1177	375	F65777	LA	Lincoln
LA-UNV0013-008	DORSEY MICHELLE ROBERTSON	KCS RESOURCES INC		3/16/2005	1177	378	F65778	LA	Lincoln
LA-UNV0013-009	MARY HALE PALMER	KCS RESOURCES INC		4/25/2005	1177	383	F65779	LA	Lincoln
LA-UNV0013-010	JON E GIVENS	KCS RESOURCES INC		3/16/2005	1177	348	F65768	LA	Lincoln
LA-UNV0013-011	DIXIE C GIVENS	KCS RESOURCES INC		3/16/2005	1177	353	F65770	LA	Lincoln
LA-UNV0013-012	RAYMOND HALE JR	KCS RESOURCES INC		4/25/2005	1177	356	F65771	LA	Lincoln
LA-UNV0013-013	ADELLE DELLEY JOHNSON	KCS RESOURCES INC		3/16/2005	1177	372	F65766	LA	Lincoln
LA-UNV0013-014	NOLLA MARIETHA BEASLEY	KCS RESOURCES INC		3/16/2005	1177	369	F65775	LA	Lincoln
LA-UNV0013-015	SANDRA HALE BLACKNELL	KCS RESOURCES INC		4/25/2005	1177	366	F65774	LA	Lincoln
LA-UNV0013-016	PATRICIA GIVENS	KCS RESOURCES INC		3/16/2005	1177	363	F65773	LA	Lincoln
LA-UNV0013-017	JANICE HALE	KCS RESOURCES INC		4/30/2005	1177	360	F65772	LA	Lincoln
LA-UNV0013-018	RAYELLA DELLEY BOYD	KCS RESOURCES INC		3/16/2005	1179	543	F66904	LA	Lincoln
LA-UNV0013-019	COELLA DELLEY WELLS	KCS RESOURCES INC		3/16/2005	1179	540	F66903	LA	Lincoln
LA-UNV0013-020	PATRICIA L FRAZIER	KCS RESOURCES INC		3/16/2005	1179	537	F66902	LA	Lincoln
LA-UNV0013-021	BRENDA BEASLEY	KCS RESOURCES INC		3/16/2005	1178	441	F66374	LA	Lincoln
LA-UNV0013-022	OLIVE MAE GRIFFIN	KCS RESOURCES INC		3/16/2005	1179	190	F66666	LA	Lincoln
LA-UNV0013-023	ROSA DALE GRIFFIN JENSON	KCS RESOURCES INC		6/8/2005	1178	749	66505	LA	Lincoln
LA-UNV0013-024	ANGELA JENKINS BAGLEY	KCS RESOURCES INC		5/10/2005	1178	746	F66504	LA	Lincoln
LA-UNV0013-025	RAYMOND HALE JR	KCS RESOURCES INC		5/20/2005	1178	444	F66375	LA	Lincoln
LA-UNV0013-026	JOSEPHUS C DELLEY	KCS RESOURCES INC		5/20/2005	1178	447	F66376	LA	Lincoln
LA-UNV0013-027	LAJUANA DELLEY	KCS RESOURCES INC		3/16/2005	1182	422	F68362	LA	Lincoln
LA-UNV0013-028	DOROTHY HALE FLOURNOY	KCS RESOURCES INC		3/16/2005	1182	416	F68360	LA	Lincoln
LA-UNV0013-029	ETHEL JENKINS BROWN	KCS RESOURCES INC		5/14/2005	1182	419	F68361	LA	Lincoln
LA-UNV0013-030	LINDA HALE CARLISLE	KCS RESOURCES INC		5/10/2005	1181	811	F68144	LA	Lincoln
LA-UNV0013-031	CARLA MICHELLE DELLEY MASON	KCS RESOURCES INC		6/22/2005	1181	808	F68143	LA	Lincoln
LA-UNV0013-032	YOLLANDA WASHINGTON MCCLARTY	KCS RESOURCES INC		7/28/2005	1182	602	F68420	LA	Lincoln
LA-UNV0013-033	CRYSTAL A DELLEY HOLMAN	KCS RESOURCES INC		6/22/2005	1182	679	F68470	LA	Lincoln
LA-UNV0013-034	CARTHEYA ANN DELLEY HARRIS	KCS RESOURCES INC		6/22/2005	1182	673	F68468	LA	Lincoln
LA-UNV0013-035	GWENDOLYN DANIAL JENKINS	KCS RESOURCES INC		5/10/2005	1187	885	F70686	LA	Lincoln
LA-UNV0013-036	TIESHA MAY GIVENS	KCS RESOURCES INC		3/16/2005	1184	399	F69263	LA	Lincoln
LA-UNV0013-037	JACQUELINE WASHINGTON JONES	KCS RESOURCES INC		4/30/2005	1184	409	F69266	LA	Lincoln
LA-UNV0013-038	EARLIE B DELLEY	KCS RESOURCES INC		10/28/2005	1187	860	F70677	LA	Lincoln
LA-UNV0013-039	BOBBIE HALE MCFADDEN	KCS RESOURCES INC		1/6/2006	1197	661	F75009	LA	Lincoln
LA-UNV0013-040	CHRISTIA G DELLEY ORR	KCS RESOURCES INC		6/22/2005	1197	658	F75008	LA	Lincoln
LA-UNV0013-041	FELISHA DELLEY LYNCH	KCS RESOURCES INC		4/17/2006	1203	113	F77435	LA	Lincoln
LA-UNV0013-042	ARTHUR LOWELLDON JENKINS	KCS RESOURCES INC		5/10/2005	1203	116	F77436	LA	Lincoln
LA-UNV0013-043	SHELLEY S DELLEY	KCS RESOURCES INC		8/14/2006	1216	144	F82446	LA	Lincoln
LA-UNV0013-044	JEROME R DELLEY JR	KCS RESOURCES INC		10/31/2006	1239	498	F91869	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-UNV0014-001	ALBERT V GARR	KCS RESOURCES INC		4/11/2005	1175	166	F64642	LA	Lincoln
LA-UNV0015-001	DESERT PARTNERS III LP	KCS RESOURCES INC		2/9/2005	1173	232	63587	LA	Lincoln
LA-UNV0015-002	ASHLEY TAD HILLIN	KCS RESOURCES INC		2/9/2005	1173	235	63588	LA	Lincoln
	BOBBY R. AND TAMMY NOLAN AINSWORTH			1/16/2013	1326	200	F131089	LA	Lincoln
	IVANETTE SANFORD ALBRITTON			1/20/2014				LA	Lincoln
	ANTIOCH CEMETERY ASSOCIATION			2/28/2013	1330	89	F133170	LA	Lincoln
	CLIFFORD RAY AND CAROLE KEEDY ARRINGTON			11/16/2010	1297	213	F116587	LA	Lincoln
	CLIFFORD RAY AND CAROLE KEEDY ARRINGTON			11/22/2010	1297	217	F116588	LA	Lincoln
	ASHLEY ANN ENERGY, LLC			8/19/2013				LA	Lincoln
	JOE CALVIN AND DONNA KAY RATLIFF AULDS			3/9/2011	1305	739	F120376	LA	Lincoln
	DANNY MARK AUSTIN			7/26/2011	1305	850	F120399	LA	Lincoln
	BRUCE CARROLL AND MARY CULPEPPER AYRES			3/8/2013	1327	6	F131546	LA	Lincoln
	B&F DRILLING COMPANY			12/13/2012	1322	302	F128837	LA	Lincoln
	KAREN QUILTY AND CHARLES STANLEY BALDWIN			8/17/2013				LA	Lincoln
	JAMES WALTER BALLARD			1/21/2011	1297	285	F116605	LA	Lincoln
	GARY HALE BALLARD			1/24/2011	1299	510	F117535	LA	Lincoln
	GARY HALE BALLARD			12/13/2012	1323	410	F129487	LA	Lincoln
	ELEANOR ANN HALE BALLARD			12/27/2012	1323	415	F129488	LA	Lincoln
	JOHN PAUL BAREMORE			8/6/2012	1319	558	F127352	LA	Lincoln
	MICHAEL W. AND AIMEE DAY BAXTER			3/18/2013	1326	985	F131542	LA	Lincoln
	SANDRA R BEARD			12/21/2012	1327	703	F131960	LA	Lincoln
	CAROLYN DEMOSS BEATTY			11/28/2012	1322	71	F128782	LA	Lincoln
	DOROTHY CLAIRE BELL			12/14/2010	1397	282	F116604	LA	Lincoln
	SAM M BISSIC			10/21/2013				LA	Lincoln
	SCOTTY L. AND GENA COMER BLACKSTONE			3/18/2013	1327	1	F131545	LA	Lincoln
	NANCY HODGE BLUEMEL			2/7/2013	1327	726		LA	Lincoln
	MICHAEL STUART BOUNDS			2/13/2014				LA	Lincoln
	PRISCILLA HEARD BOWMAN			7/25/2011				LA	Lincoln
	MARCY LYNN BOYD			3/26/2013	1328	658	F132381	LA	Lincoln
	DOROTHY R BRACKIN			2/14/2013	1327	737	F131968	LA	Lincoln
	WILLIAM BURR ANDKELLY W. BRANTLEY			3/21/2013	1328	611	F132371	LA	Lincoln
	CALVIN JOSEPH BRISCOE, JR			11/26/2013				LA	Lincoln
	DEBORAH BROWN			8/16/2012	1319	760	F127387	LA	Lincoln
	CLAUDIE BROWN			4/19/2013	1330	728	F133549	LA	Lincoln
	ELEANOR HARRIS BROWN			9/27/2013				LA	Lincoln
	ELEANOR HARRIS BROWN			1/6/2014				LA	Lincoln
	WILLIAM THOMAS AND SHERI LEWIS LEWIS BURT			5/1/2013	1326	829	F131505	LA	Lincoln
	SHERI LEWIS BURT			7/30/2013	1332	975	F134581	LA	Lincoln
	JACK EDWIN, JR. AND PEGGY SINGLETON BYRD			11/20/2012	1324	574	F130066	LA	Lincoln
	DAVID RANDALL CALLAWAY			6/11/2012	1319	698	F127376	LA	Lincoln
	KENNETH ALLEN AND JULIA HAND CALLAWAY			3/20/2013	1326	179	F131086	LA	Lincoln
	CHARLOTTE SUMLIN CANTWELL			10/16/2012	1322	181	F128802	LA	Lincoln
	CAPITAL LIQUOR, LLC			8/13/2013	1334	405	F135216	LA	Lincoln
	THOMAS DREW AND SHERRY LYNN JOHNSON CAREY			7/11/2013	1334	386	F135213	LA	Lincoln
	THOMAS DREW AND SHERRY LYNN JOHNSON CAREY			7/11/2013	1334	393	F135214	LA	Lincoln
	TRACY CARNEY			2/6/2014				LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	PHILLIP BROWNING AND ALNITA JOHNSON CARROLL			5/16/2011	1305	707	F120368	LA	Lincoln
	JAMES S CASKEY			1/9/2013	1326	888	F131519	LA	Lincoln
	CHARLES I CASKEY			1/9/2013	1326	893	F131520	LA	Lincoln
	JIMMIE L CATES			8/9/2011	1306	611	F120751	LA	Lincoln
	AL G. AND DOROTHY S. CATHEY			12/21/2012	1327	693	F131958	LA	Lincoln
	JERRY WAYNE CHANDLER			5/2/2013	1327	780	F131977	LA	Lincoln
	JERRY WAYNE CHANDLER			5/2/2013	1327	767	F131974	LA	Lincoln
	JERRY WAYNE CHANDLER			6/27/2013	1330	682	F133539	LA	Lincoln
	RONALD N. AND LARA GUZMAN CHICOLA			8/18/2013				LA	Lincoln
	CLARKE LAND & TIMBER, LLC			9/21/2012	1322	171	F128800	LA	Lincoln
	DARIN M. AND JEANNINE BOUBY COKER			3/25/2013	1326	995	F131544	LA	Lincoln
	DENNIS WAYNE COLE			1/31/2013	1326	862	F131512	LA	Lincoln
	WILLIAM RANDOLPH COLLINS			4/2/2013	1327	70	F131559	LA	Lincoln
	LINDA JEAN MCKENZIE COLLINS			4/24/2013	1327	134	F131572	LA	Lincoln
	WILLIAM RANDOLPH COLLINS			6/27/2013	1331	630	F133976	LA	Lincoln
	LARRY DELANEY COLLINS			1/8/2014				LA	Lincoln
	JOHN C COLVIN			11/8/2012	1322	221	F128809	LA	Lincoln
	LARRY E COLVIN			8/26/2013				LA	Lincoln
	FRANK M. AND KATHIE MARTIN CORDARO			11/22/2010	1297	223	F116590	LA	Lincoln
	PAMELA CHRISTINE LENARD CULVER			11/30/2012	1324	583	F130068	LA	Lincoln
	JENNIFER SMART DANKLEFBSON			6/19/2012	1319	708	F127378	LA	Lincoln
	STEPHANIE CHAISSON DARK			5/27/2011	1305	727	F120373	LA	Lincoln
	HAROLD EUGENE AND ELIZABETH ROGERS
	DAUGHDRIL			2/24/2012	1319	823	F127398	LA	Lincoln
	ELIZABETH MERIEL ROGERS DAUGHDRIL			10/15/2012	1322	156	F128797	LA	Lincoln
	JOHN BOOTH AND VONITA DELL DAVIDSON			7/19/2011	1305	776	F120383	LA	Lincoln
	SIMMIE LEE DAVIS			10/15/2012	1322	81	F128784	LA	Lincoln
	SIMMIE LEE AND LENNIE FAYE DANIEL DAVIS			10/15/2012	1322	76	F128783	LA	Lincoln
	CHARLES B DELONY			7/21/2011	1305	842	F120397	LA	Lincoln
	DESERT PARTNERS III, LP			8/13/2012	1319	544	F127349	LA	Lincoln
	STEVEN WAYNE DIEBOLD			10/23/2012	1322	236	F128826	LA	Lincoln
	JOYCE HOOD DOUCET			1/7/2014				LA	Lincoln
	DOWLING ROYALTIES, LLC			5/10/2012	1319	656	F127368	LA	Lincoln
	SUSAN M DOWNEY			7/1/2012	1319	465	F127337	LA	Lincoln
	ALBERT JOE AND LORENE MASON DUPREE			1/29/2013	1326	826	F131504	LA	Lincoln
	RICHARD ALAN DUPREE			2/11/2013	1326	852	F131510	LA	Lincoln
	MONIQUE VIOLA DUPREE			2/20/2013	1326	822	F131515	LA	Lincoln
	DANIEL BENJAMIN DURRETT			4/29/2013	1328	625	F132374	LA	Lincoln
	WILLIAM DOUGLAS DURRETT			4/29/2013	1328	629	F132375	LA	Lincoln
	WILLIAM DOUGLAS DURRETT			8/27/2013				LA	Lincoln
	BEVERLY MCCULLEN EARNEST			1/17/2014				LA	Lincoln
	SCOTT R. AND KANDY S. EASLEY			4/10/2013	1328	636	F132377	LA	Lincoln
	GEORGE T. AND SHERRILL P. EDWARDS			11/12/2012	1322	48	F128777	LA	Lincoln
	MARY DELORIS EDWARDS			9/9/2013				LA	Lincoln
	GEORGE TAYLOR EDWARDS			1/8/2014				LA	Lincoln
	TIMOTHY CLAY AND VICKIE ADAMS ELLIOT			3/18/2011	1309	229	F121987	LA	Lincoln
	JAMES WAYNE AND HOLLY RUTH ELTON			4/25/2012	1319	601	F127358	LA	Lincoln
	RICHARD WESLEY AND KAREN HAYDEN EMERSON			3/15/2011	1299	472	F117525	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	RICHARD WESLEY AND KAREN HAYDEN EMERSON			3/15/2011	1299	472	F117525	LA	Lincoln
	ERMA S. ROGERS REVOCABLE LIVING TRUST			8/14/2013	1334	381	F135212	LA	Lincoln
	GRAYLAN AND CONNIE F. ERWIN			7/15/2013	1331	667	F133982	LA	Lincoln
	DONALD ROY AND MARGARET LEE WILLIAMS FAUST			8/1/2012	1319	510	F127343	LA	Lincoln
	FIRTH HOLDINGS, LLC			10/3/2013				LA	Lincoln
	LYNDA L FOERSTERLING			4/25/2012	1319	661	F127369	LA	Lincoln
	FOERSTERLING LIVING TRUST			4/25/2012	1319	667	F127370	LA	Lincoln
	SARAH JANE MONK FOSTER			3/12/2013	1326	879	F131516	LA	Lincoln
	CAROLYN C. FOSTER			7/11/2013	1334	316	F135200	LA	Lincoln
	JACKIE R. FULLER			7/12/2012	1322	277	F128834	LA	Lincoln
	MICHAEL R. AND TERI ARTHUR FULTON			5/14/2013	1328	596	F132368	LA	Lincoln
	FRANCES LOUISE SIMS GAMBRELL			10/12/2012	1319	740	F127384	LA	Lincoln
	JAN MITCHAM GAMBRELL			1/10/2014				LA	Lincoln
	CHRISTOPHER D. AND CHRISTINE ALLEN GATLIN			8/1/2013	1331	862	F134135	LA	Lincoln
	GLENDA CEIL GILES			8/12/2013				LA	Lincoln
	JANE W GILLIS			10/24/2012	1322	177	F128801	LA	Lincoln
	VIRGINIA HODGE GNATEK			4/12/2013	1327	763	F131973	LA	Lincoln
	LARRY KENT GRAHAM			2/18/2011	1299	501	F117533	LA	Lincoln
	ROYCE ANTHONY GRAHAM			2/4/2014				LA	Lincoln
	JASON CHARLES AND BRANDY PERDUE GRANGER			4/1/2013	1327	36	F131552	LA	Lincoln
	MICHAELT. AND JENNIFER K. GREEN			10/24/2012	1322	250	F128829	LA	Lincoln
	LOUISE JONES GRISHAM			4/24/2013	1328	696	F132387	LA	Lincoln
	LARRY J. AND MARY K. GRUBBS			3/18/2013	1326	990	F131543	LA	Lincoln
	KATHY SUE DURRETT GULLATT			2/15/2013	1326	919	F131524	LA	Lincoln
	H & N WALKER, LTD. PART.			7/26/2013	1334	367	F135209	LA	Lincoln
	DAVID COLVIN HAMMON			1/8/2014				LA	Lincoln
	JOHNNY KEITH HAMMONS			1/7/2011	1297	316	F116613	LA	Lincoln
	ALICE FAYE HANCOCK			1/7/2014				LA	Lincoln
	MARY ELIZABETH CHANDLER HANSON			6/26/2012	1319	459	F127336	LA	Lincoln
	KEVIN R. AND DEBORAH C. HARPER			11/8/2012				LA	Lincoln
	VICKI WAYNETTE HENRY HARRIS			1/16/2013	1327	682	F131955	LA	Lincoln
	MARY JANE COLLINS HARTMAN			1/23/2014				LA	Lincoln
	SIDNEY ANDREW AND LENA GUSET HARVARD			4/5/2012	1319	755	F127386	LA	Lincoln
	LUTHER GRAHAM AND MARTHA SUE HARVEY			3/14/2011	1305	742	F120377	LA	Lincoln
	KENNETH LAVELLE AND LIBBY ANNE COLLINS HARVEY			4/24/2013	1327	138	F131573	LA	Lincoln
	JAMES ELLIS HAWKINS			2/15/2013	1327	110	F131567	LA	Lincoln
	WILS HAWKINS, III			10/16/2012	1327	752	F131971	LA	Lincoln
	HEARNE ENTERPRISES #1, LLC			7/12/2013	1332	978	F134582	LA	Lincoln
	BARRY WAYNE HENRY			1/21/2013	1326	956	F131531	LA	Lincoln
	JIMMY MARVIN HENRY			1/31/2013	1326	952	F131530	LA	Lincoln
	HICKS-LAURENCE-WARDEN FAMLIY LIMITED
	PARTNERSHIP			12/14/2010	1297	254	F116598	LA	Lincoln
	MARILYN MADDEN HILL			10/17/2012	1322	140	F128794	LA	Lincoln
	CAROLYN DIANE HINSON			9/11/2012	1319	331	F127312	LA	Lincoln
	DRAYTON REED HINTON			5/13/2013	1331	656	F133981	LA	Lincoln
	LARRY WAYNE AND SHARON M. AKERS HISAW			3/22/2013	1326	574	F131379	LA	Lincoln
	WILLIAM LEONARD HODGE, JR.			2/14/2013	1327	730	F131966	LA	lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	JEFFREY SCOTT AND ANGELA LYNN HOFFMAN			10/22/2012	1322	91	F128786	LA	Lincoln
	BOBBY D HOLLOWAY			7/21/2011	1305	845	F120398	LA	Lincoln
	MARIETTA MOORE HOLLOWAY			10/21/2013				LA	Lincoln
	PHILLIP S. AND REBECCA P. HOLTZCLAW			10/25/2012	1322	161	F128798	LA	Lincoln
	RANDAL WADE HOOD			1/10/2014				LA	Lincoln
	GILBERT WADE HOOD			1/23/2014				LA	Lincoln
	SHEPEARD HOOD			1/23/2014				LA	Lincoln
	MARVIN LEE AND KAYE OWENS HOPPER			3/8/2013	1327	41	F131553	LA	Lincoln
	MARY JO HOUCK			4/27/2012	1326	223	F131098	LA	Lincoln
	MARY JO HOUCK			6/7/2012	1319	693	F127375	LA	Lincoln
	BETTY KEEDY HOWE			11/16/2010	1297	236	F116593	LA	Lincoln
	RUBY COLVIN HAMMON HUCKABY			3/15/2013	1327	56	F1311556	LA	Lincoln
	ALEX T HUNT			1/9/2013	1323	425	F129491	LA	Lincoln
	HUNT FOREST PRODUCTS, INC.			1/9/2013	1323	419	F129489	LA	Lincoln
	DARIUS DEQUINT HUNTER			12/20/2013				LA	Lincoln
	JAMES MARSHALL LAUGHEAD FAMILY TRUST			12/17/2010	1297	297	F116609	LA	Lincoln
	JAMES MARSHALL LAUGHEAD FAMILY TRUST			7/17/2013	1334	358	F135208	LA	Lincoln
	LOUIS VERNON JAMISON			10/11/2013				LA	Lincoln
	JKD INVESTMENTS, LLC			12/14/2010	1297	264	F116600	LA	Lincoln
	JKD INVESTMENTS, LLC			1/15/2014				LA	Lincoln
	JOHN SLAYTON SIMONTON, JR. MARTIAL TRUST			5/31/2013	1331	879	F134139	LA	Lincoln
	RODNEY M. AND BEVERLY K. JOHNSON, JR.			3/15/2013	1327	51	F131555	LA	Lincoln
	JANET TERESA JONES			2/20/2012	1319	399	F127324	LA	Lincoln
	ANTHONY WAYNE JONES			2/20/2012	1319	404	F127325	LA	Lincoln
	BRUCE DESMOND JONES			2/20/2012	1319	409	F127326	LA	Lincoln
	HERSCHEL M JONES			6/19/2012				LA	Lincoln
	JOSHUA WAYNE JONES			11/5/2012	1323	450	F129497	LA	Lincoln
	BRUCE DESMOND JONES			11/5/2012				LA	Lincoln
	BILLY TROY AND DEBORAH FLOWERS JONES			3/19/2013	1326	569	F131378	LA	Lincoln
	CLAYTON FORREST JONES			12/30/2013				LA	Lincoln
	JWAL3, LLC			1/15/2014				LA	Lincoln
	JOHN A KEEDY			11/16/2010	1297	245	F116596	LA	Lincoln
	PAUL KEEDY			11/16/2010	1297	242	F116595	LA	Lincoln
	MARK KEEDY			11/16/2010	1297	239	F116594	LA	Lincoln
	BARI LYNN TEAGLE KENNINGTON			11/9/2012	1322	255	F128830	LA	Lincoln
	CRAIG M. AND MARY RUTH KENT			8/23/2011	1306	739	F120815	LA	Lincoln
	JAMES H KILGORE			2/21/2011	1296	523	F116296	LA	Lincoln
	GLENDA FAYE COLVIN KNOWLES			3/15/2011	1299	478	F117527	LA	Lincoln
	BENJAMIN C. LARY			8/22/2011	1306	600	F120748	LA	Lincoln
	GEORGE ROSS LAUGHEAD			12/14/2010	1297	300	F116610	LA	Lincoln
	GEORGE ROSS LAUGHEAD			6/30/2011	1306	1	F120427	LA	Lincoln
	JACKSON LEE AND WELLESLEY LEE			4/11/2013	1327	87	F131563	LA	Lincoln
	JACQUELINE L. LENZY			8/19/2013				LA	Lincoln
	LEE EDWARD LEWELLYAN			5/1/2012	1319	640	F127365	LA	Lincoln
	MAX TODD LEWIS			4/25/2012	1319	624	F127362	LA	Lincoln
	JOHN KENNETH AND PHYLLIS JEAN LAWLESS LIBENGOOD			11/15/2012	1322	260	F128831	LA	Lincoln
	SUZANNE PERRY LITSINGER			12/13/2010	1297	304	F116611	LA	Lincoln
	BARBARA ANNETTE BALLARD LITTLETON			12/27/2012	1323	402	F129485	LA	Lincoln
	JANITA K LO			4/15/2013	1327	92	F131564	LA	Lincoln
	BOBBY T LO			4/30/2013	1328	653	F132380	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	MARTHA JANE HINES LOE			10/24/2012	1322	246	F128828	LA	Lincoln
	DAVID R. AND LANA MICHELLE LONG			3/14/2013	1328	617	F132372	LA	Lincoln
	LOUISIANA MINERALS, LTD			7/5/2011	1305	696	F120365	LA	Lincoln
	LOUISIANA MINERALS, LTD			11/6/2012	1322	53	F128778	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND
	FAMILY SER			4/27/2011	1305	979	F120424	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND
	FAMILY SER			9/11/2011	1305	974	F120423	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND
	FAMILY SER			4/8/2013	1328	701	F132388	LA	Lincoln
	M. DOUGLAS WALTON, INC.			7/9/2013	1331	675	F133984	LA	Lincoln
	PHYLLIS ANN JONES MANUEL			11/5/2012	1323	466	F129500	LA	Lincoln
	NELDA CHRISTINE WILTCHER MARTIN			5/31/2011	1305	795	F120387	LA	Lincoln
	PHILLIP WAYNE MARTIN			5/31/2011	1305	753	F120379	LA	Lincoln
	SCOTT H. MARTIN			5/31/2011	1305	812	F120391	LA	Lincoln
	SCOTT H. MARTIN			9/13/2011	1305	819	F120392	LA	Lincoln
	WINSTON C. AND BRIGITTE JOHNSON MATEJOWSKY			5/30/2013	1328	601	F132369	LA	Lincoln
	DON MARVIN AND CAROLYN POWELL MCGEHEE			9/28/2012	1319	549	F127350	LA	Lincoln
	LENNIS DUPREE MCGLOTHEN			3/22/2013	1326	548	F131509	LA	Lincoln
	EMMETT CLAYTON MCKASKLE			3/14/2013	1326	969	F131539	LA	Lincoln
	DOUGLAS W MCKAY			3/21/2013	1327	11	F131547	LA	Lincoln
	MCPHERSON FAMILY TRUST			8/3/2012	1319	534	F127347	LA	Lincoln
	MILDU, LLC			12/6/2012	1326	927	F131525	LA	Lincoln
	MARK ANTHONY MILKS			12/27/2012	1327	742	F131969	LA	Lincoln
	GLENN E. AND ELIZABETH HARGRAVE MILLER			5/15/2013	1328	648	F132379	LA	Lincoln
	MARZEE WHITE MITCHAM			11/15/2010				LA	Lincoln
	JOAN ROGERS MORGAN			9/17/2012	1319	357	F127316	LA	Lincoln
	JASPER W. AND MARY ALVERNE HOOD MORTON			6/4/2013	1331	639	F133978	LA	Lincoln
	GLORIA A. MOSES			7/18/2012	1319	500	F127342	LA	Lincoln
	RALEIGH L MYERS			9/19/2013				LA	Lincoln
	NONA DALE AND TERRIS LOIS CLARK NASH			7/26/2012	1319	518	F127344	LA	Lincoln
	LAURA ATKINSON NEL			6/1/2011	1305	961	F120421	LA	Lincoln
	THOMAS A. MARY LOUBARLOW NEWLEN			8/27/2013				LA	Lincoln
	WILLIAM GARY AND THERESA HAFFEY NIX			11/4/2010				LA	Lincoln
	WILLIAM GARY AND THERESA HAFFEY NIX			11/15/2010				LA	Lincoln
	WILLIAM GARY AND THERESA HAFFEY NIX			10/15/2013				LA	Lincoln
	RICHARD A NIXON			2/20/2013	1327	74	F131560	LA	Lincoln
	GARY AND SUSAN KELLEY NOLES			4/18/2013	1328	606	F132370	LA	Lincoln
	TIMOTHY RAY AND KIMBERLY NEWSOME NUTT			10/25/2012	1322	193	F128804	LA	Lincoln
	ROBERT THOMAS AND MILDRED LASHONE OLIVER			6/11/2013	1332	970	F134580	LA	Lincoln
	CHARLES H. AND DELORIS STEPHENSON OWENS, III			9/4/2013				LA	Lincoln
	MILDRED WILSON PARKER			2/6/2014				LA	Lincoln
	DOROTHY L PATTERSON			7/9/2013				LA	Lincoln
	JEREMY HAYDEN AND TANYA SHEA HUMPHREY PAUL			3/14/2013	1327	46	F131554	LA	Lincoln
	JANIS C PERRITT			9/25/2012	1319	345	F127314	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	HAROLD ROSS PERRITT			10/23/2012	1322	129	F128792	LA	Lincoln
	WILLIS D PERRITT			10/23/2012	1322	146	F128795	LA	Lincoln
	JUSTIN HOWARD PERRITT			10/25/2012	1322	210	F128807	LA	Lincoln
	ZEMOBIA YOUNGER PERRY			8/22/2013				LA	Lincoln
	VIVIAN YOUNGER PERRY			1/7/2014				LA	Lincoln
	JOSEPH GREGORY PESNELL			4/7/2012	1319	882	F127407	LA	Lincoln
	DURWARD AND ALICE LANN PETERSON			10/15/2012	1322	43	F128776	LA	Lincoln
	TERRY GAYLE AND CAROLE BURHALTER PLAMONDON			11/22/2010	1297	228	F116591	LA	Lincoln
	TERRY GAYLE AND CAROLE BURHALTER PLAMONDON			10/10/2013				LA	Lincoln
	SYLVIA RICHARD POPE			5/23/2012	1319	678	F127372	LA	Lincoln
	RHONDA TINSLEY POPE			9/16/2013				LA	Lincoln
	WAYLAND E. PULLIG			1/8/2014					Lincoln
	PULPWOOD PRODUCERS			6/27/2013	1331	679	F133985	LA	Lincoln
	QUARLES PROPERTIES, LLC			7/6/2013	1331	683	F133986	LA	Lincoln
	CHARLES MICHAEL RAMSDELL			12/17/2010	1297	288	F116606	LA	Lincoln
	MAXINE H READY			12/20/2012	1324	588	F130069	LA	Lincoln
	ESSIE RICHARD AND JOHN W. REED			5/23/2012	1319	673	F127371	LA	Lincoln
	GWENDOLYN T REESE			2/7/2013	1326	937	F131527	LA	Lincoln
	KAY KYLE RICE			4/18/2013				LA	Lincoln
	SHELYNA THAWER RICE			6/20/2013	1331	625	F133975	LA	Lincoln
	SAMMY L RICH			12/21/2012	1327	698	F131959	LA	Lincoln
	MELLIE HODGE RICH			1/17/2013	1327	757	F131972	LA	Lincoln
	BRIDGET GAIL RICHARDSON			2/20/2012	1319	394	F127323	LA	Lincoln
	DARRELL L. AND FRANCES W. RICHARDSON			4/30/2012	1319	612	F127360	LA	Lincoln
	DARRELL LYNN RICHARDSON			5/31/2012	1319	723	F127381	LA	Lincoln
	JIMMIE LANE AND SANDRA K. NICKLAS RICHARDSON			1/13/2013	1326	865	F131513	LA	Lincoln
	VICKI SUE RITZ			7/2/2013	1330	720	F133547	LA	Lincoln
	REUL GENE, JR. AND KAREN WOOLEY ROBERSON			4/1/2013	1326	980	F131541	LA	Lincoln
	JAMES M ROGERS			9/17/2012	1327	718	F131963	LA	Lincoln
	BILL G. ROGERS			3/5/2013	1326	184	F131087	LA	Lincoln
	NEAL LEO AND GENA PECORARO RUFFINO			7/16/2012	1319	683	F127373	LA	Lincoln
	SIBYL IRENE RUSSELL			3/26/2012	1319	855	F127402	LA	Lincoln
	KENNETH P SAMPSON			10/15/2012				LA	Lincoln
	ROY WESLEY AND KATHERINE KAY TERRELL SCHUBERT			2/6/2013	1327	119	F131569	LA	Lincoln
	SHERRI TINSLEY SHARP			9/16/2013				LA	Lincoln
	LUCILLE WOODARD SHELTON			5/31/2012	1319	713	F127379	LA	Lincoln
	RICKI R SHOVAN			12/21/2012	1327	708	F131961	LA	Lincoln
	SHRINERS HOSPITAL FOR CHILDREN			11/6/2012	1324	580	F130067	LA	Lincoln
	BENJAMIN F. SIMS			10/8/2013				LA	Lincoln
	SKINNER LAND, LLC			10/11/2013				LA	Lincoln
	KATHY ADALE SLOCUM			10/25/2012	1322	198	F128805	LA	Lincoln
	STEPHEN O SMITH			12/14/2010	1297	259	F116599	LA	Lincoln
	TREY AD TARA WHITLOW SMITH			4/15/2013	1327	31	F131551	LA	Lincoln
	THOMAS JAMES, III AND ADRIANNE HADDOX SMITH			6/15/2013	1331	645	F133979	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	THOMAS JAMES, III AND ADRIANNE HADDOX SMITH			6/15/2013	1331	634	F133977	LA	Lincoln
	TERRI GILBERT SPENCE			12/19/2013				LA	Lincoln
	CYNTHIA WALKER STEINACKER			4/10/2013	1328	668	F132382	LA	Lincoln
	HESTER ANN STINNETT			2/15/2013	1326	931	F131526	LA	Lincoln
	JOHN S. AND TERESA DIANE STONE			5/30/2013	1328	686	F132385	LA	Lincoln
	GEORGE M STRICKLER, JR.			1/21/2011	1299	507	F117534	LA	Lincoln
	LESSIE JILL STUEART			3/29/2011	1306	603	F120749	LA	Lincoln
	SUCCESSION OF ESTHER CLAIRE REESE THOMPSON			12/21/2012	1327	713	F131962	LA	Lincoln
	SUCCESSION OF REUBEN NEAL BAREMORE			5/2/2013	1327	388	F131732	LA	Lincoln
	SYLVAN ACRES FAMILY, LP			10/8/2012	1319	367	F127318	LA	Lincoln
	TALBERT FAMILY, LLC			5/20/2013	1328	633	F132376	LA	Lincoln
	TALBERT FAMILY, LLC			9/12/2013	1335	458	F135999	LA	Lincoln
	KATHERINE L. ZAWADA TALEB			11/20/2012	1323	506	F129506	LA	Lincoln
	JAMES CHARLES TARBUTTON			8/22/2013				LA	Lincoln
	TIMOTHY H. AND TERESA CHANDLER TAYLOR			1/25/2013	1327	677	F131954	LA	Lincoln
	BRODIE D. AND MARGARET JOYCE TELFORD			11/15/2010				LA	Lincoln
	MARY ELEANOR HARRIS TEMPLE			1/6/2014				LA	Lincoln
	MARY ELEANOR HARRIS TEMPLE			1/10/2014				LA	Lincoln
	ELVA MARIE CARTER TERRELL			7/24/2012	1322	271	F128833	LA	Lincoln
	THE BROWNLAND CORPORATION			9/27/2013				LA	Lincoln
	THE BROWNLAND CORPORATION			1/6/2014				LA	Lincoln
	THE CAROLINE MARBURY TRUST			8/22/2013	1334	346	F135206	LA	Lincoln
	THE FRED LEE RAMSDELL TRUST			12/21/2010	1297	294	F116608	LA	Lincoln
	THE FRED LEE RAMSDELL TRUST			6/30/2011	1305	862	F120401	LA	Lincoln
	THE RUBY SELPH STURGIS TRUST FBO JOHN M.
	STURGIS			3/21/2011	1299	516	F117537	LA	Lincoln
	THE WILLIAM H. RAMSDELL & VIRGINIA G. RAMSDELL
	REVOCABLE LIVING TRUST			12/20/2010	1299	513	F117536	LA	Lincoln
	THE WILLIAM H. RAMSDELL AND VIRGINIA G.
	RAMSDELL R			6/30/2011	1305	984	F120425	LA	Lincoln
	GREGORY ALAN THOMAS			8/6/2013	1334	339	F135204	LA	Lincoln
	SARAH N THRAILKILL			12/21/2012	1327	688	F131957	LA	Lincoln
	MICHAEL LAND KATHY T. TOWNS			10/23/2012	1322	151	F128796	LA	Lincoln
	STEVEN L. AND JENNIFER PETERSON TOWNS			11/28/2012	1322	66	F128781	LA	Lincoln
	FRANCES LEIGH TRAYLOR			3/31/2011	1299	492	F117531	LA	Lincoln
	TRUSSELL HOLDINGS, LLC			4/19/2012	1319	606	F127359	LA	Lincoln
	DAVID E TURNER			6/28/2013	1330	678	F133538	LA	Lincoln
	MARY BELLE KIRLAND TUTEN			12/6/2012	1323	496	F129504	LA	Lincoln
	JACKIE ANN LEWIS VINING			8/14/2013	1334	343	F135205	LA	Lincoln
	JACK BRADLEY WALDRON			7/2/2013	1330	702	F133543	LA	Lincoln
	JACK BRADLEY WALDRON			7/2/2013	1330	688	F133540	LA	Lincoln
	ALBERT LEE AND LISA FAYE DAVIS WALKER			5/8/2012	1319	635	F127364	LA	Lincoln
	ALBERT LEE AND LISA FAYE DAVIS WALKER			10/15/2012	1322	86	F128785	LA	Lincoln
	BARBARA JEAN WALKER			12/27/2012	1326	192	F131088	LA	Lincoln
	KENDRA RAY WALL			6/27/2013	1330	674	F133537	LA	Lincoln
	TANYE L. WALLACE			9/25/2012	1322	95	F128787	LA	Lincoln
	FRANKLIN STEVEN AND GINGER GUNTER WALPOLE			12/14/2010	1297	264	F116601	LA	Lincoln
	MICHAEL LEE AND PAMELA BEST WALPOLE			1/5/2011	1297	274	F116602	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	FRANKLIN STEVEN AND GINGER GUNTER WALPOLE			1/15/2014				LA	Lincoln
	BETTY BONUGLI WALTERS			1/14/2013	1326	948	F131529	LA	Lincoln
	JOAN LARANCE WARREN			9/28/2012	1319	554	F127351	LA	Lincoln
	M. DOUGLAS WATSON			7/9/2013	1330	707	F133544	LA	Lincoln
	ANDREW F. WEIR			12/30/2013				LA	Lincoln
	MITZI ELIZABETH HAMILTON WERNER			3/10/2011	1299	475	F117526	LA	Lincoln
	MITZI ELIZABETH HAMILTON WERNER			8/9/2011	1306	607	F120750	LA	Lincoln
	WEYERHAEUSER COMPANY			5/25/2012	1322	801	F129117	LA	Lincoln
	ROBERT OTIS WHITE			6/24/2013	1331	916	F134144	LA	Lincoln
	WHITE LIGHTNING FARMS, LLC			3/6/2014				LA	Lincoln
	COLLIN DALE AND DE ETTE TTBIAS WICK			4/12/2013	1327	16	F131548	LA	Lincoln
	GWENDOLYN BLACKWELL WILHITE			5/27/2011	1305	731	F120374	LA	Lincoln
	DAVID LEE WILLIAMS			5/3/2012	1319	645	F127366	LA	Lincoln
	ARBY M WILLIAMS			10/16/2012	1322	226	F128810	LA	Lincoln
	KEVIN BRIAN AND CHALLYS MARIE MCKINNEY
	WILLIAMS			10/16/2012	1322	231	F128811	LA	Lincoln
	CYNDA WEIR WILLIS			12/30/2013				LA	Lincoln
	HERBERT BRADLEY WOMACK			1/9/2013	1323	501	F129505	LA	Lincoln
	DEBRA K WOODARD			4/18/2012	1319	876	F127406	LA	Lincoln
	JOHN BARRY WOODARD			5/15/2013	1328	691	F132386	LA	Lincoln
	WOODLAND ACRES			12/14/2010	1297	249	F116597	LA	Lincoln
	JOYCE DELONY WOODS			7/21/2011	1306	595	F120747	LA	Lincoln
	ROBERT S. AND MARTHA JOYCE BROOKS WYNN, JR.			12/6/2012	1327	734	F131967	LA	Lincoln
	JERRY VON YARBOROUGH			3/15/2013	1326	976	F131540	LA	Lincoln
	MICHELLE D. YOUNG			2/8/2013	1326	832	F131506	LA	Lincoln
	WILLIE EARL YOUNG			3/20/2013	1331	888	41500	LA	Lincoln
	JAMES EARL AND CHARLENE A. YOUNG			3/20/2013	1331	906	F134142	LA	Lincoln
	LEVELL AND PEARL R. YOUNGER			8/22/2013				LA	Lincoln
	HOWARD D YOUNGER			8/22/2013				LA	Lincoln
	MARGARET LOUISE ZACHRY			8/30/2013				LA	Lincoln
	MELANIE CARSON HARRIS ZACHRY			10/16/2013				LA	Lincoln
	CAREY P. ZAWADA			4/25/2012	1319	565	F127353	LA	Lincoln
	4 ANGELS FARM, LLC	SCHOEFFLER ENERGY LLC		12/16/2013				LA	Lincoln
	BRUCE AND WANDA T. ALLEN	SCHOEFFLER ENERGY LLC		2/17/2012	1319	796	F127393	LA	Lincoln
	BETTY NORRIS APALATEGUI	SCHOEFFLER ENERGY LLC		3/6/2012	1319	385	F127322	LA	Lincoln
	CLIFFORD RAY AND CAROLE KEEDY ARRINGTON	SCHOEFFLER ENERGY LLC		9/26/2013				LA	Lincoln
	DOROTHY O’GLEE BARROW	SCHOEFFLER ENERGY LLC		2/20/2013	1327	114	F131568	LA	Lincoln
	DONALD L. AND MARY ANN BELTON	SCHOEFFLER ENERGY LLC		2/15/2013	1327	97	F131565	LA	Lincoln
	ANNIE BRYANT BISSIC	SCHOEFFLER ENERGY LLC		4/4/2012	1319	419	F127328	LA	Lincoln
	CORA RANKINS BISSIC	SCHOEFFLER ENERGY LLC		11/1/2013	1338	493	F137440	LA	Lincoln
	CHRIS W. BITTICK	SCHOEFFLER ENERGY LLC		3/12/2012	1319	444	F127333	LA	Lincoln
	DALMA PAUL WILLIAMS BRILEY	SCHOEFFLER ENERGY LLC		12/6/2013				LA	Lincoln
	BRENDA SUE CHANDLER BRISTER	SCHOEFFLER ENERGY LLC		7/17/2013	1331	883	F134140	LA	Lincoln
	NANCY CAROLYN BROWNLEE	SCHOEFFLER ENERGY LLC		3/30/2012	1319	591	F127356	LA	Lincoln
	PAMELA CARDWELL COLLINSWORTH	SCHOEFFLER ENERGY LLC		2/19/2013	1327	124	F131570	LA	Lincoln
	SHELBY GENE COOPER	SCHOEFFLER ENERGY LLC		11/18/2013				LA	Lincoln
	JOE LENON COPES	SCHOEFFLER ENERGY LLC		10/25/2013				LA	Lincoln
	FRANK M. AND KATHIE MARTIN CORDARO	SCHOEFFLER ENERGY LLC		9/24/2013				LA	Lincoln
	FRANK M. AND KATHIE MARTIN CORDARO	SCHOEFFLER ENERGY LLC		9/24/2013				LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	FRANK M. AND KATHIE MARTIN CORDARO	SCHOEFFLER ENERGY LLC		9/24/2013				LA	Lincoln
	FRANK M. AND KATHIE MARTIN CORDARO	SCHOEFFLER ENERGY LLC		9/24/2013				LA	Lincoln
	HAROLD EUGENE AND ELIZABETH ROGERS
	DAUGHDRIL	SCHOEFFLER ENERGY LLC		2/24/2012	1319	818	F127397	LA	Lincoln
	ELIZABETH MERIEL ROGERS DAUGHDRIL	SCHOEFFLER ENERGY LLC		2/24/2012	1319	813	F127396	LA	Lincoln
	RUBY DAVENPORT	SCHOEFFLER ENERGY LLC		12/8/2013				LA	Lincoln
	SELMA GRACE SANDERS DAVIDSON	SCHOEFFLER ENERGY LLC		11/18/2013				LA	Lincoln
	WILBERT AND EBELLA C. DAVIS	SCHOEFFLER ENERGY LLC		8/15/2013				LA	Lincoln
	ROSE TURNER DEW	SCHOEFFLER ENERGY LLC		6/28/2013	1330	724	F133548	LA	Lincoln
	DON AND MARTHA SHARON GARRISON DURRETT	SCHOEFFLER ENERGY LLC		6/14/2012	1319	730	F127382	LA	Lincoln
	STACIA BREWSTER EMERSON	SCHOEFFLER ENERGY LLC		8/29/2013	1337	613	F137062	LA	Lincoln
	DOUGLAS TURNER FARR	SCHOEFFLER ENERGY LLC		2/9/2012	1319	807	F127395	LA	Lincoln
	JUDY LYNN FOX	SCHOEFFLER ENERGY LLC		3/26/2012	1319	897	F127410	LA	Lincoln
	VINCENT KEVIN AND SHARON HAMMONS FRANKLIN	SCHOEFFLER ENERGY LLC		3/9/2012	1319	449	F127334	LA	Lincoln
	WENDELL DEAN GARRISON	SCHOEFFLER ENERGY LLC		4/2/2012	1319	902	F127411	LA	Lincoln
	JOHN HENRY AND SANDRA ANN LANDRY GASS	SCHOEFFLER ENERGY LLC		6/6/2013	1328	681	F132384	LA	Lincoln
	RICHARD LEE GILBERT	SCHOEFFLER ENERGY LLC		12/19/2013				LA	Lincoln
	TERRANCE & GWENDOLYN GILES	SCHOEFFLER ENERGY LLC		12/18/2013				LA	Lincoln
	TERRANCE GILES	SCHOEFFLER ENERGY LLC		12/18/2013				LA	Lincoln
	SAMANTHA ANN GINN	SCHOEFFLER ENERGY LLC		12/12/2013				LA	Lincoln
	SAMANTHA ANN GINN	SCHOEFFLER ENERGY LLC		12/30/2013				LA	Lincoln
	STEPHEN MICHAEL AND ELIZABETH ARLEDGE
	GLEASON	SCHOEFFLER ENERGY LLC		3/5/2012	1319	428	F127330	LA	Lincoln
	SHARON FREEMAN GOLDMAN	SCHOEFFLER ENERGY LLC		12/12/2013	1338	477	F137436	LA	Lincoln
	ALBERT GROVER AND MARY ELLA GADBERRY
	GRAHAM	SCHOEFFLER ENERGY LLC		12/4/2013				LA	Lincoln
	LARRY KENT GRAHAM	SCHOEFFLER ENERGY LLC		12/4/2013				LA	Lincoln
	LARRY KENT GRAHAM	SCHOEFFLER ENERGY LLC		12/4/2013				LA	Lincoln
	JAMES HOUSTON AND MARGARET CATHERINE HALL	SCHOEFFLER ENERGY LLC		10/16/2013				LA	Lincoln
	JOHNNY CLEVELAND HAMMONS	SCHOEFFLER ENERGY LLC		10/11/2013				LA	Lincoln
	HICKS-LAURENCE-WARDEN FAMLIY LIMITED
	PARTNERSHIP	SCHOEFFLER ENERGY LLC		9/24/2013				LA	Lincoln
	LEE ARTHUR AND ARLENE LOUISE HILL	SCHOEFFLER ENERGY LLC		12/16/2013	1338	472	F137435	LA	Lincoln
	SANDRA HORNE	SCHOEFFLER ENERGY LLC		9/30/2013	1338	569	F137454	LA	Lincoln
	BETTY KEEDY HOWE	SCHOEFFLER ENERGY LLC		9/25/2013				LA	Lincoln
	JAMES MARSHALL LAUGHEAD FAMILY TRUST	SCHOEFFLER ENERGY LLC		7/17/2013	1334	349	F135207	LA	Lincoln
	JAMES MARSHALL LAUGHEAD FAMILY TRUST	SCHOEFFLER ENERGY LLC		9/27/2013				LA	Lincoln
	ANTHONY WAYNE AND DENISE STEWARD JONES	SCHOEFFLER ENERGY LLC		2/6/2012	1323	428	F129492	LA	Lincoln
	JANET TERESA JONES	SCHOEFFLER ENERGY LLC		2/16/2012	1319	786	F127391	LA	Lincoln
	CLAYTON FORREST JONES	SCHOEFFLER ENERGY LLC		12/12/2013				LA	Lincoln
	TERRIE ANN DOUGHERTY JORDAN	SCHOEFFLER ENERGY LLC		3/6/2012	1319	434	F127331	LA	Lincoln
	MARK KEEDY	SCHOEFFLER ENERGY LLC		9/30/2013				LA	Lincoln
	JOHN A KEEDY	SCHOEFFLER ENERGY LLC		9/25/2013				LA	Lincoln
	PAUL KEEDY	SCHOEFFLER ENERGY LLC		9/25/2013				LA	Lincoln
	GEORGE ROSS LAUGHEAD	SCHOEFFLER ENERGY LLC		9/27/2013				LA	Lincoln
	JOHN KENNETH AND PHYLLIS JEAN LAWLESS
	LIBENGOOD	SCHOEFFLER ENERGY LLC		3/27/2012	1319	892	F127409	LA	Lincoln
	PHYLLIS ANN JONES MANUEL	SCHOEFFLER ENERGY LLC		3/6/2012	1319	414	F127327	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	STEVEN L MORTON	SCHOEFFLER ENERGY LLC		6/11/2013	1331	912	F134143	LA	Lincoln
	DAVID & ANGELA NALITT	SCHOEFFLER ENERGY LLC		1/8/2014				LA	Lincoln
	CHRISTOPHER CLAUDE NORRIS	SCHOEFFLER ENERGY LLC		3/29/2012	1319	772	F127389	LA	Lincoln
	TERRY GAYLE AND CAROLE BURHALTER PLAMONDON	SCHOEFFLER ENERGY LLC		10/10/2013				LA	Lincoln
	TERRY GAYLE AND CAROLE BURHALTER PLAMONDON	SCHOEFFLER ENERGY LLC		10/10/2013				LA	Lincoln
	TERRY GAYLE AND CAROLE BURHALTER PLAMONDON	SCHOEFFLER ENERGY LLC		10/10/2013				LA	Lincoln
	JOHN E. AND GLENDA SUE COUNCIL PRICE	SCHOEFFLER ENERGY LLC		7/8/2013	1330	697	F133542	LA	Lincoln
	JOHN E PRICE	SCHOEFFLER ENERGY LLC		7/8/2013	1330	693	F133541	LA	Lincoln
	CHARLES MICHAEL RAMSDELL	SCHOEFFLER ENERGY LLC		9/27/2013				LA	Lincoln
	BRYAN D. AND LESLIE EVANS RAY	SCHOEFFLER ENERGY LLC		7/26/2013	1331	871	F134137	LA	Lincoln
	AL RICH	SCHOEFFLER ENERGY LLC		11/18/2013				LA	Lincoln
	BRYAN ROGERS	SCHOEFFLER ENERGY LLC		3/9/2012	1319	865	F127404	LA	Lincoln
	JAMES M ROGERS	SCHOEFFLER ENERGY LLC		4/30/2012	1319	870	F127405	LA	Lincoln
	JAMES M ROGERS	SCHOEFFLER ENERGY LLC		1/3/2013	1327	722	F131964	LA	Lincoln
	DAVID LEE ROGERS	SCHOEFFLER ENERGY LLC		3/15/2012	1319	839	F127400	LA	Lincoln
	SIBLEY LAKE REALTY CORPORATION	SCHOEFFLER ENERGY LLC		11/25/2013	1338	499	F137442	LA	Lincoln
	JOHN DAVID SLAGLE	SCHOEFFLER ENERGY LLC		9/17/2013				LA	Lincoln
	DONALD B. AND BARBARA LIBENGOOD SMITH	SCHOEFFLER ENERGY LLC		2/21/2012	1319	802	F127394	LA	Lincoln
	STEPHEN O SMITH	SCHOEFFLER ENERGY LLC		1/15/2014				LA	Lincoln
	JOYCE M. SPEED	SCHOEFFLER ENERGY LLC		12/8/2013				LA	Lincoln
	JAYS STANLEY	SCHOEFFLER ENERGY LLC		2/15/2013	1328	676	F132383	LA	Lincoln
	SYLVAN ACRES FAMILY, LP	SCHOEFFLER ENERGY LLC		10/24/2012				LA	Lincoln
	SYLVAN ACRES FAMILY, LP	SCHOEFFLER ENERGY LLC		10/24/2012				LA	Lincoln
	SYLVAN ACRES FAMILY, LP	SCHOEFFLER ENERGY LLC		2/16/2012	1319	791	F127392	LA	Lincoln
	JAMES MARK TAYLOR	SCHOEFFLER ENERGY LLC		4/2/2012	1319	618	F127361	LA	Lincoln
	JONATHAN A. AND CHASITY CROSS TAYLOR	SCHOEFFLER ENERGY LLC		12/6/2013				LA	Lincoln
	BRODIE D. AND MARGARET JOYCE TELFORD	SCHOEFFLER ENERGY LLC		9/30/2013				LA	Lincoln
	MARY ELEANOR HARRIS TEMPLE	SCHOEFFLER ENERGY LLC		10/16/2013				LA	Lincoln
	THE FRED LEE RAMSDELL TRUST	SCHOEFFLER ENERGY LLC		9/27/2013				LA	Lincoln
	THE JAMES K. SEHON, SR. AND ELIZABETH G. SEHON
	REVOCABLE LIVING TRUST	SCHOEFFLER ENERGY LLC		3/26/2012	1319	860	F127403	LA	Lincoln
	MICHAEL GREGORY THOMAS	SCHOEFFLER ENERGY LLC		1/25/2013	1326	943	F131528	LA	Lincoln
	JOSEPH SAMUEL TURNER	SCHOEFFLER ENERGY LLC		6/28/2013	1330	716	F133546	LA	Lincoln
	MARY JANE TURNER	SCHOEFFLER ENERGY LLC		12/6/2013				LA	Lincoln
	JACKIE ANN LEWIS VINING	SCHOEFFLER ENERGY LLC		3/14/2012	1319	439	F127332	LA	Lincoln
	VIRGINIA RAMSDELL MERSHON TRUST	SCHOEFFLER ENERGY LLC		9/27/2013				LA	Lincoln
	JOHN T. WALKER	SCHOEFFLER ENERGY LLC		12/13/2013				LA	Lincoln
	WALNUT CREEK CEMETERY	SCHOEFFLER ENERGY LLC		6/3/2013	1330	69	F133167	LA	Lincoln
	KEVIN H. WEIR	SCHOEFFLER ENERGY LLC		12/12/2013				LA	Lincoln
	ANDREW F. WEIR	SCHOEFFLER ENERGY LLC		12/12/2013				LA	Lincoln
	AMY BLOXOM WILLIAMS	SCHOEFFLER ENERGY LLC		12/26/2013	1338	472	F137431	LA	Lincoln
	MIRIAM M. WILLIAMS	SCHOEFFLER ENERGY LLC		9/18/2013				LA	Lincoln
	SANDRA KILGORE WILLIAMSON	SCHOEFFLER ENERGY LLC		1/13/2014				LA	Lincoln
	CYNDA WEIR WILLIS	SCHOEFFLER ENERGY LLC		12/12/2013				LA	Lincoln
	DEBRA K WOODARD	SCHOEFFLER ENERGY LLC		11/3/2012	1322	61	F128780	LA	Lincoln
	WOODLAND ACRES	SCHOEFFLER ENERGY LLC		9/24/2013				LA	Lincoln
	GENE BRAZZEL	WILDHORSE RESOURCES, LLC		5/16/2011	1306	623	F120754	LA	Lincoln
	GARY L BRAZZEL	WILDHORSE RESOURCES, LLC		5/17/2011	1305	703	F120367	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
	C.L.B. PROPERTIES, INC.	WILDHORSE RESOURCES, LLC		7/26/2013				LA	Lincoln
	WILLIAM CLAUDE AND NANCY GALE PAYTON
	CHIPMON	WILDHORSE RESOURCES, LLC		4/20/2011	1305	907	F120411	LA	Lincoln
	MARIANNE JENNIE DAVIDSON	WILDHORSE RESOURCES, LLC		5/17/2011	1305	800	F120388	LA	Lincoln
	BARBARA LEE DAVIDSON	WILDHORSE RESOURCES, LLC		4/19/2011	1305	723	F120372	LA	Lincoln
	THOMAS G. AND CAROLYN ANN DAVIDSON, JR.	WILDHORSE RESOURCES, LLC		5/13/2011	1305	804	F120389	LA	Lincoln
	PATRICIA DELONY	WILDHORSE RESOURCES, LLC		6/13/2011	1305	940	f120417	LA	Lincoln
	CODY DUHWAYNE DOWLING	WILDHORSE RESOURCES, LLC		5/11/2011	1305	929	F120415	LA	Lincoln
	EVELYN WILDER GRAY	WILDHORSE RESOURCES, LLC		3/10/2011	1299	446	F117520	LA	Lincoln
	MICHAEL JOSEPH AND ADRIAN HOPE GRILLOT	WILDHORSE RESOURCES, LLC		5/16/2011	1305	699	F120366	LA	Lincoln
	HARRIS LIVING TRUST	WILDHORSE RESOURCES, LLC		8/15/2011	1305	893	F120408	LA	Lincoln
	HUNT TIMBERLAND, LLC	WILDHORSE RESOURCES, LLC		6/30/2011	1305	692	F120364	LA	Lincoln
	ALTON RAY AND WENONAH STEWART KILGORE	WILDHORSE RESOURCES, LLC		2/22/2011	1299	457	F117522	LA	Lincoln
	LISA OTT LAKY	WILDHORSE RESOURCES, LLC		6/30/2011	1306	628	F120755	LA	Lincoln
	JENNIFER LYN LINDENSTEIN	WILDHORSE RESOURCES, LLC		4/18/2011	1305	719	F120371	LA	Lincoln
	LOUISIANA MINERALS, LTD	WILDHORSE RESOURCES, LLC		6/5/2013				LA	Lincoln
	LOUISIANA MINERALS, LTD	WILDHORSE RESOURCES, LLC		11/13/2013	1336	740	F136547	LA	Lincoln
	LOUISIANA MINERALS, LTD	WILDHORSE RESOURCES, LLC		11/13/2013	1336	743	F136548	LA	Lincoln
	LOUISIANA UNITED METHODIST CHILDREN AND FAMILY SER	WILDHORSE RESOURCES, LLC		5/16/2013	1328	707	F132389	LA	Lincoln
	FELIX EUGENE LUEG	WILDHORSE RESOURCES, LLC		2/24/2011	1299	431	F117517	LA	Lincoln
	PHILLIP WAYNE MARTIN	WILDHORSE RESOURCES, LLC		5/31/2011	1305	746	F120378	LA	Lincoln
	DONALD M MITCHELL	WILDHORSE RESOURCES, LLC		5/3/2011	1305	949	F120419	LA	Lincoln
	JERRY WAYNE MITCHELL	WILDHORSE RESOURCES, LLC		5/12/2011	1305	784	F120385	LA	Lincoln
	JOHN C. MORRIS, III	WILDHORSE RESOURCES, LLC		6/16/2011	1305	935	F120416	LA	Lincoln
	MILTON THOMAS AND REBECCA MOORE MURPHY
	MURPHY	WILDHORSE RESOURCES, LLC		5/30/2011	1305	808	F120390	LA	Lincoln
	MILTON THOMAS AND REBECCA MOORE MURPHY
	MURPHY	WILDHORSE RESOURCES, LLC		5/30/2011	1305	780	F120384	LA	Lincoln
	MICHAEL ALAN NOLAN	WILDHORSE RESOURCES, LLC		3/1/2011	1299	451	F117521	LA	Lincoln
	STEPHEN ROBERT NUTT	WILDHORSE RESOURCES, LLC		7/1/2011	1305	830	F120394	LA	Lincoln
	SUSAN D PARSONS	WILDHORSE RESOURCES, LLC		6/13/2011	1305	766	F120381	LA	Lincoln
	CHARLES MICHAEL RAMSDELL	WILDHORSE RESOURCES, LLC		6/30/2011	1306	8	F120428	LA	Lincoln
	MURRAY P. AND SUSAN SQUYRES RASBURY, JR.	WILDHORSE RESOURCES, LLC		3/28/2011	1305	826	F120393	LA	Lincoln
	JAMES ALBERT AND ELIZABETH ANN SMITH
	REYNOLDS	WILDHORSE RESOURCES, LLC		4/7/2011	1299	488	F117530	LA	Lincoln
	MICHAEL LANE AND DIANNE ROE REYNOLDS	WILDHORSE RESOURCES, LLC		5/12/2011	1305	711	F120369	LA	Lincoln
	CODY SCOTT AND LYNORE CHAMBERS RICHARD	WILDHORSE RESOURCES, LLC		5/18/2011	1305	838	F120396	LA	Lincoln
	JIMMIE L RICHARDSON	WILDHORSE RESOURCES, LLC		5/5/2011	1305	944	F120418	LA	Lincoln
	PAULA D RILEY	WILDHORSE RESOURCES, LLC		6/13/2011	1305	715	F120370	LA	Lincoln
	PHALA HARTZOG SIMMONS	WILDHORSE RESOURCES, LLC		2/25/2011	1299	436	F117518	LA	Lincoln
	TAMMY JO STRAKOS	WILDHORSE RESOURCES, LLC		5/11/2011	1305	923	F120414	LA	Lincoln
	J. ROBERT SUMLIN	WILDHORSE RESOURCES, LLC		4/13/2011	1305	912	F120412	LA	Lincoln
	BRENDA BALES TAYLOR	WILDHORSE RESOURCES, LLC		3/24/2011	1299	481	F117528	LA	Lincoln
	THE DAVID NOLAN & EVELYN Z. NOLAN 1996 TRUST	WILDHORSE RESOURCES, LLC		4/15/2011	1305	902	F120410	LA	Lincoln
	THE STEPHEN C. PANKEY SPECIAL NEEDS TRUST	WILDHORSE RESOURCES, LLC		6/1/2011	1305	966	F120422	LA	Lincoln
	THE VIRIGINIA MERSHON TRUST	WILDHORSE RESOURCES, LLC		6/30/2011	1305	991	F120426	LA	Lincoln

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					291	314	D-27926
					291	314	D-27926
					291	314	D-27926
					291	314	D-27926
					291	314	D-27926
					291	314	D-27926
					291	314	D-27926
LA-HKN0044-021	JOSEPHINE COOMBS KIRBY	TRAVIS ROWE		4/12/1980	291	314	D-27926	LA	Lincoln
					291	41	D-27793
					291	41	D-27793
					291	41	D-27793
					291	41	D-27793
					291	41	D-27793
LA-HKN0044-026	ALINE JERABECK ESTATE	AMOCO PRODUCTION COMPANY INC		4/19/1980	291	41	D-27793	LA	Lincoln
					268	2	D-24496
					268	2	D-24496
					268	2	D-24496
					268	2	D-24496
					268	2	D-24496
LA-SBW0067-000	MARZELLA YOUNGER LUDLEY ET AL	PAR OIL CORPORATION		11/17/1979	268	2	D-24496	LA	Lincoln
					1307	821	F121302
					1307	821	F121302
					1307	821	F121302
					1307	821	F121302
					1307	821	F121302
LA-SMB0048-002	REGAN BURT MADDEN	MINERAL VENTURES INC		11/15/2011	1307	821	F121302	LA	Lincoln
					1307	806	F121296
					1307	806	F121296
					1307	806	F121296
	BETTY MADDEN HARRISON DEALING WITH HER				1307	806	F121296
	SEPARATE PROPERTY				1307	806	F121296
LA-SMB0048-003	MARILYN MADDEN HILL	MINERAL VENTURES INC		11/10/2011	1307	806	F121296	LA	Lincoln
	TODD S FIELD			6/20/2013			ACT 20131661	LA	Lincoln and Bienville
	ROBERT G. AND SHELIA JOHNSON FRAZIER, JR. ALBERT GROVER			2/28/2013	1328	642	F132378	LA	Lincoln and Bienville
	AND MARY ELLA GADBERRY GRAHAM			4/17/2013	1326	906	F131522	LA	Lincoln and Bienville
	REBECCA P HOLTZCLAW			10/25/2012	1322	27	F128773	LA	Lincoln and Bienville
	WEYERHAEUSER REAL ESTATE DEVELOPMENT			11/30/2012	1322	805	F129118	LA	Lincoln and Bieville
	COMPANY
LA-CAL0009-001	WALTER L MAXEY ET AL	R C LANCASTER JR		7/22/1957	624	311	430442	LA	Ouachita
LA-CAL0011-000	ROSA MURPHREY PURDY ET AL	LAZA CASPARI		11/27/1957	633	845	435873	LA	Ouachita
LA-CAL0012-001	WILLIE MAE HOGAN	MAGNOLIA PETROLEUM COMPANY		12/13/1957	634	745	436440	LA	Ouachita
LA-CAL0012-002	WILLIE MAE HOGAN ET AL	MAGNOLIA PETROLEUM COMPANY		11/25/1957	634	742	436439	LA	Ouachita
LA-CAL0013-000	IRVIN R HOGAN ET AL	MAGNOLIA PETROLEUM COMPANY		12/3/1957	635	733	436995	LA	Ouachita
LA-CAL0014-000	IRVIN R HOGAN	MAGNOLIA PETROLEUM COMPANY		11/25/1957	634	748	436441	LA	Ouachita
LA-CAL0015-000	J W RUSSELL ET UX	MAGNOLIA PETROLEUM COMPANY		11/23/1957	635	60	436547	LA	Ouachita
LA-CAL0016-000	CLARENCE K EMORY	LAZA CASPARI		10/21/1957	631	256		LA	Ouachita
LA-CAL0017-000	CLARENCE K EMORY	LAZA CASPARI		10/19/1957	631	259		LA	Ouachita
LA-CAL0018-000	J P PURDY	MAGNOLIA PETROLEUM COMPANY		11/25/1957	634	754		LA	Ouachita
LA-CAL0019-000	DONALD J ZADECK ET AL	KCS MEDALLION RESOURCES INC		2/10/2000	1788	216		LA	Ouachita
LA-CAL0020-000	ARLIS SANFORD	LAZA CASPARI		7/6/1957	622	755	429648	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-CAL0021-000	VOLLIE SANFORD SR ET AL	LAZA CASPARI		7/6/1957	622	741	429647	LA	Ouachita
		SOUTHWEST GAS PRODUCING COMPANY
LA-CAL0022-000	NEWT V MILLS	INC		5/29/1957	622	434	429476	LA	Ouachita
		SOUTHWEST GAS PRODUCING COMPANY
LA-CAL0023-001	CLARENCE G MONK ET UX	INC		3/6/1958	639	185	438988	LA	Ouachita
		SOUTHWEST GAS PRODUCING COMPANY
LA-CAL0023-002	FRED MONK	INC		7/24/1958	647	486	443811	LA	Ouachita
		SOUTHWEST GAS PRODUCING COMPANY
LA-CAL0023-003	J B MONK	INC		7/24/1958	648	21	444006	LA	Ouachita
	DAVIS M SHEPHEARD	SOUTHWEST GAS PRODUCING COMPANY
LA-CAL0024-000	BY GRAVES C KENNEDY, CURATOR FOR THE INTERDICT	INC		9/4/1958	651	253	445987	LA	Ouachita
LA-CAL0025-000	J C SANFORD ET AL	UNITED CARBON COMPANY		4/15/1952	501	276	367785	LA	Ouachita
LA-CAL0026-000	L B SMITH	MONLA GAS COMPANY INC		7/29/1958	647	483	443810	LA	Ouachita
		SOUTHWEST GAS PRODUCING COMPANY
LA-CAL0027-000	HENRIETTA BRYAN ET VIR	INC		3/5/1958	642	693	440969	LA	Ouachita
LA-CAL0028-000	THE METHODIST CHURCH ET AL	MONLA GAS COMPANY INC		8/13/1958	648	596	444389	LA	Ouachita
LA-CAL0029-000	MATTIE M RUSSELL ET AL	R J ZUBERBIER		10/20/1953	537	207	385183	LA	Ouachita
LA-DRS0005-000	LUNNIE JACKSON ET UX	KCS MEDALLION RESOURCES		2/20/2002	1883	264	1364959	LA	Ouachita
LA-DRS0006-000	ANN RACHEL STENNETT	KCS MEDALLION RESOURCES INC		12/8/1997	1727	713	1223221	LA	Ouachita
LA-DRS0007-001	KATHERINE JENKINS ET AL	KCS MEDALLION RESOURCES INC		8/4/1997	1726	388	1221980	LA	Ouachita
	ANNA JANE RABON WASHINGTON REPRESENTED BY
LA-DRS0008-000	NICCIE B JOHNSON A-I-F	KCS MEDALLION RESOURCES INC		1/9/1998	1726	401	1221981	LA	Ouachita
	ANNA JANE RABON WASHINGTON REPRESENTED BY
LA-DRS0009-000	NICCIE B JOHNSON A-I-F	KCS MEDALLION RESOURCES INC		1/9/1998	1726	405	1221982	LA	Ouachita
LA-DRS0010-001	NANCY L HUNTER ET AL	KCS MEDALLION RESOURCES INC		8/4/1997	1726	413	1221985	LA	Ouachita
LA-DRS0011-000	BOB ANTHONY HOWZE JR ET AL	KCS MEDALLION RESOURCES INC		9/2/1997	1727	719	1223222	LA	Ouachita
LA-DRS0012-001	CLYDE JACKSON ET AL	KCS MEDALLION RESOURCES INC		7/22/1997	1726	428	1221986	LA	Ouachita
LA-DRS0013-000	LINDA FAGAN STEELE BASSETT ET AL	KCS MEDALLION RESOURCES INC		3/10/1998	1727	727	1223224	LA	Ouachita
LA-DRS0014-000	MAX ALLEN NAPPIER ET UX	KCS RESOURCES INC		12/19/1997	1727	723	1223223	LA	Ouachita
LA-DRS0015-000	NANCY W BAGGETTE	KCS MEDALLION RESOURCES INC		12/3/1997	1727	735	1223226	LA	Ouachita
LA-DRS0016-000	SALLIE HARPER HELM	KCS MEDALLION RESOURCES INC		10/2/1997	1727	731	1223225	LA	Ouachita
LA-DRS0017-000	ANTHONY A RISPOLI	KCS MEDALLION RESOURCES INC		1/26/1998	1725	540	1221545	LA	Ouachita
					1726	462	1221988
LA-DRS0018-001	DOROTHY L RICHARDSON ET AL	KCS MEDALLION RESOURCES INC		8/4/1997	1726	462	1221988	LA	Ouachita
LA-DRS0019-000	NORTHEAST LOUISIANA WHOLESALE OIL & GAS CO INC	KCS MEDALLION RESOURCES INC		2/4/1998	1727		1223227	LA	Ouachita
LA-DRS0020-000	JIMMY LEE FROST SR	KCS MEDALLION RESOURCES INC		9/23/1997	1727		1223228	LA	Ouachita
LA-DRS0021-000	JAMES ANTHONY BABIN	KCS MEDALLION RESOURCES INC		9/23/1997	1727		1223229	LA	Ouachita
LA-DRS0022-000	EFFIE LOUIS BISHOP LEWIS ET AL	KCS MEDALLION RESOURCES INC		10/1/1997	1727		1223230	LA	Ouachita
LA-DRS0023-000	MELINDA PRICE MOBLEY	KCS MEDALLION RESOURCES INC		9/24/1997	1727		1223231	LA	Ouachita
LA-DRS0024-000	HAROLD E CRIPPS ET UX	KCS MEDALLION RESOURCES INC		9/24/1997	1727		1223232	LA	Ouachita
LA-DRS0025-000	RONNIE L FOWLER ET AL	KCS MEDALLION RESOURCES INC		9/25/1997	1727		1223235	LA	Ouachita
LA-DRS0026-000	DAVID D MCMILLAN ET UX	KCS MEDALLION RESOURCES INC		9/24/1997	1727		1223236	LA	Ouachita
					1728		1223808
					1728		1223809
LA-DRS0027-001	MILDRED IRENE CHAPMAN ET AL	KCS MEDALLION RESOURCES INC		10/5/1997	1728	369	1223810	LA	Ouachita
LA-DRS0028-000	JAMES E FLETCHER ET UX	KCS MEDALLION RESOURCES INC		9/24/1997	1727		1223237	LA	Ouachita
LA-DRS0029-000	HAFCO INC	KCS MEDALLION RESOURCES INC		11/12/1997	1728		1223807	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1727		1223238
					1727		1223239
LA-DRS0030-000	FRANCES MURIEL ALLEN DAVIS ET AL	KCS RESOURCES INC		9/30/1997	1727		1223240	LA	Ouachita
					1916	404	1390460
LA-DRS0031-001	CLAUDIA BEAMS	KCS RESOURCES INC		6/3/2003	1916	404	1390460	LA	Ouachita
					1916	408	1390461
LA-DRS0031-002	DAVID LEE BEAMS	KCS RESOURCES INC		6/3/2003	1916	408	1390461	LA	Ouachita
					1921	459	1393769
LA-DRS0031-003	ERIKA BEAMS	KCS RESOURCES INC		6/3/2003	1921	459	1393769	LA	Ouachita
					2052	468	1467315
LA-DRS0031-004	CURTIS BEAMS	KCS RESOURCES INC		6/6/2006	2052	468	1467315	LA	Ouachita
					1725	527	1221539
					1725	535	1221542
					1725	509	1221530
LA-DRS0031-005	CHARLES KELLEY ET AL	KCS MEDALLION RESOURCES INC		7/23/1997	1725	533	1221541	LA	Ouachita
LA-DRS0031-006	RODERICK O CARRAWAY	KCS MEDALLION RESOURCES INC		12/18/1997	1726	482	1221990	LA	Ouachita
					1725	505	1221529
					1725	511	1221531
					1725	531	1221540
					1725	515	1221533
					1725	517	1221534
					1725	538	1221544
					1725	513	1221532
					1725	519	1221535
					1725	523	1221537
					1725	521	1221536
					1725	525	1221538
LA-DRS0031-007	RICHARD GHOLSTON ET AL	KCS MEDALLION RESOURCES INC		6/10/1997	1724	480	1221989	LA	Ouachita
LA-DRS0031-008	HERBERT GHOLSTON ET UX	KCS MEDALLION RESOURCES INC		6/10/1997	1725	501	1221528	LA	Ouachita
LA-DRS0031-009	MARJORIE COX HENDRICKS	KCS MEDALLION RESOURCES INC		6/10/1998	1743		1238289	LA	Ouachita
LA-DRS0031-010	JEWEL EDWARD COX	KCS MEDALLION RESOURCES INC		6/10/1998	1743		1238290	LA	Ouachita
LA-DRS0031-011	HAROLD JAMES COX	KCS MEDALLION RESOURCES INC		6/10/1998	1743		1238291	LA	Ouachita
LA-DRS0031-012	VINCENT NORMAN COX	KCS MEDALLION RESOURCES INC		6/10/1998	1743		1238292	LA	Ouachita
LA-DRS0031-013	JOE ANTHONY COX	KCS MEDALLION RESOURCES INC		6/10/1998	1743		1238294	LA	Ouachita
LA-DRS0031-014	ELVATUS CROMWELL MORRIS JR	KCS MEDALLION RESOURCES INC		9/16/1998	1743		1238295	LA	Ouachita
LA-DRS0031-015	BERNICE GULLEDGE EDWARDS	KCS RESOURCES INC		8/19/1997	1725	546	1221546	LA	Ouachita
					1725		1221547
LA-DRS0032-001	MARGUERITE YOUNG ANDERSON ET AL	KCS MEDALLION RESOURCES INC		8/14/1997	1728	550	1223806	LA	Ouachita
LA-DRS0033-000	BERRY D BURKHALTER	KCS MEDALLION RESOURCES INC		7/30/1997	1725	554	1221548	LA	Ouachita
					1725		1221549
LA-DRS0034-000	DUDLEY B SANDERSON ET UX	KCS MEDALLION RESOURCES INC		2/26/1998	1731	558	1226826	LA	Ouachita
LA-DRS0035-000	CHARLES EDWARD BRUMLEY	KCS MEDALLION RESOURCES INC		11/5/1997	1725	562	1221550	LA	Ouachita
LA-DRS0036-000	PAUL ELVIN FROST ET UX	KCS MEDALLION RESOURCES INC		10/24/1997	1725	566	1221551	LA	Ouachita
LA-DRS0037-000	FOREST KRAFT FEDERAL CREDIT UNION	KCS MEDALLION RESOURCES INC		9/3/1997	1725	570	1221552	LA	Ouachita
LA-DRS0038-001	LESLEY MAE ALLEN THOMAS ET AL	KCS MEDALLION RESOURCES INC		11/5/1997	1725	574	1221553	LA	Ouachita
LA-DRS0039-000	RED BEAR BROADCASTING CORPORATION	KCS MEDALLION RESOURCES INC		7/30/1997	1725	578	1221554	LA	Ouachita
LA-DRS0040-000	JEAN FIEBELKORN ET VIR	KCS MEDALLION RESOURCES INC		7/25/1997	1725	582	1221555	LA	Ouachita
LA-DRS0041-000	LINDA JUSTICE MCEACHARN	KCS MEDALLION RESOURCES INC		9/3/1997	1725	648	1221572	LA	Ouachita
LA-DRS0042-000	KENNETH EARL GREER ET UX	KCS MEDALLION RESOURCES INC		9/3/1997	1725	644	1221571	LA	Ouachita
LA-DRS0043-000	ELLA BIGGS ALLEN	KCS MEDALLION RESOURCES INC		8/22/1997	1725	640	1221570	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1725		1221569
LA-DRS0044-000	EDNA SANDERSON MCMANUS ET AL	KCS MEDALLION RESOURCES INC		8/25/1997	1726	636	1222026	LA	Ouachita
LA-DRS0045-000	RUTH CHAPMAN BISHOP ET AL	KCS MEDALLION RESOURCES INC		8/26/1997	1725	632	1221568	LA	Ouachita
					1725		1221565
					1725	624	1221567
					1725	630	1221566
LA-DRS0046-000	LEONARD O GARLINGTON ET AL	KCS MEDALLION RESOURCES INC		9/16/1997	1743	628	1238293	LA	Ouachita
					1725	619	1221564
LA-DRS0047-000	WILLIAM WYOT LOVETT JR ET UX	KCS MEDALLION RESOURCES INC		9/10/1997	1725	619	1221564	LA	Ouachita
LA-DRS0048-000	OTHA L BESANT	KCS MEDALLION RESOURCES INC		9/3/1997	1725	606	1221561	LA	Ouachita
LA-DRS0049-000	RUBIE COLEMAN NAPPIER	KCS MEDALLION RESOURCES INC		12/19/1997	1725	602	1221560	LA	Ouachita
LA-DRS0050-000	BEATRICE LINCOLN RICHARDS	KCS MEDALLION RESOURCES INC		8/19/1997	1725	598	1221559	LA	Ouachita
LA-DRS0051-000	JERRY WAYNE SPIVEY	KCS MEDALLION RESOURCES INC		9/29/1997	1725	594	1221558	LA	Ouachita
LA-DRS0052-000	C W DAY ET UX	KCS MEDALLION RESOURCES INC		8/26/1997	1725	652	1221573	LA	Ouachita
LA-DRS0053-000	MARVIN W HOLLIS ET UX	KCS MEDALLION RESOURCES INC		8/27/1997	1725	656	1221574	LA	Ouachita
LA-DRS0054-000	HERSCHEL EUGENE THORNTON ET UX	KCS MEDALLION RESOURCES INC		9/3/1997	1725	660	1221575	LA	Ouachita
					1725	664	1221576
LA-DRS0055-000	ORA JEAN STANCIL SMITH ET VIR	KCS MEDALLION RESOURCES INC		12/22/1997	1725	672	1221578	LA	Ouachita
LA-DRS0056-000	STEPHANIE MILLS PORTER WOMACK	KCS MEDALLION RESOURCES INC		9/15/1997	1725	668	1221577	LA	Ouachita
LA-DRS0057-000	LARRY STEVEN GREEN ET UX	KCS MEDALLION RESOURCES INC		8/22/1997	1725	674	1221579	LA	Ouachita
LA-DRS0058-000	AARON ODELL CARR ET UX	KCS MEDALLION RESOURCES INC		10/30/1997	1725	678	1221580	LA	Ouachita
LA-DRS0059-000	GARY DEWAYNE FLETCHER ET UX	KCS MEDALLION RESOURCES INC		8/27/1997	1725	686	1221582	LA	Ouachita
					1725	682	1221581
LA-DRS0060-001	ORA JEAN STANCIL SMITH ET VIR	KCS MEDALLION RESOURCES INC		11/26/1997	1725	672	1221578	LA	Ouachita
LA-DRS0061-000	CELIA TALTON ET AL	KCS MEDALLION RESOURCES INC		9/2/1997	1725	590	1221557	LA	Ouachita
LA-DRS0062-000	LESLYE MAE ALLEN THOMAS	KCS MEDALLION RESOURCES INC		9/5/1997	1725	586	1221556	LA	Ouachita
LA-DRS0063-000	RUTHIE ANN ROY ELLARD ET AL	KCS MEDALLION RESOURCES INC		9/19/1997	1725	690	1221583	LA	Ouachita
LA-DRS0064-000	ROBERT L COTTON	KCS MEDALLION RESOURCES INC		9/3/1997	1725	694	1221584	LA	Ouachita
LA-DRS0065-000	TIMOTHY RANDALL MCMANUS	KCS MEDALLION RESOURCES INC		8/27/1997	1725	698	1221585	LA	Ouachita
LA-DRS0066-000	RUTH CHAPMAN BISHOP	KCS MEDALLION RESOURCES INC		8/26/1997	1725	702	1221586	LA	Ouachita
LA-DRS0067-000	HILTON T RAMSEY ET UX	KCS MEDALLION RESOURCES INC		12/20/2000	1814		1301332	LA	Ouachita
LA-DRS0068-000	WAYNE BLACK ET UX	KCS MEDALLION RESOURCES INC		8/27/1997	1725	710	1221588	LA	Ouachita
LA-DRS0069-000	SHANNON GLENN MORRIS	KCS MEDALLION RESOURCES INC		8/27/1997	1725	714	1221589	LA	Ouachita
LA-DRS0070-000	JO ANN ELDRIDGE GREGORY	KCS MEDALLION RESOURCES INC		9/16/1997	1725	718	1221590	LA	Ouachita
LA-DRS0071-000	VIOLET LAVERNE FREEMAN BREWSTER	KCS MEDALLION RESOURCES INC		9/18/1997	1725	722	1221591	LA	Ouachita
LA-DRS0072-000	ALMA COVINGTON TURNAGE ET AL	KCS MEDALLION RESOURCES INC		9/3/1997	1725	726	1221592	LA	Ouachita
					1725	732	1221594
					1725	736	1221595
LA-DRS0073-000	BLANCHE LOVELADY BARRETT ET AL	KCS MEDALLION RESOURCES INC		9/9/1997	1725	738	1221596	LA	Ouachita
LA-DRS0074-000	LORI GREGORY MCGOWEN FINCHER	KCS MEDALLION RESOURCES INC		8/26/1997	1725	740	1221597	LA	Ouachita
LA-DRS0075-000	WEAKS ENTERPRISES INC	KCS MEDALLION RESOURCES INC		10/9/1997	1725	744	1221598	LA	Ouachita
LA-DRS0076-000	WEST FEED MILLS INC	KCS MEDALLION RESOURCES INC		9/23/1997	1725	750	1221599	LA	Ouachita
LA-DRS0077-000	SIMMIE L HEISLER ET UX	KCS MEDALLION RESOURCES INC		8/26/1997	1725	756	1221600	LA	Ouachita
					1725	760	1221601
LA-DRS0078-000	JAMES ROLAND MCNEIL	KCS MEDALLION RESOURCES INC		9/19/1997	1725	764	1221602	LA	Ouachita
LA-DRS0079-000	CONNIE L FONTANA ROY	KCS MEDALLION RESOURCES INC		9/18/1997	1725	766	1221603	LA	Ouachita
LA-DRS0080-000	LELA MAE GUICE	KCS MEDALLION RESOURCES INC		8/26/1997	1725	770	1221604	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1725	774	1221605
					1725	778	1221606
					1725	784	1221609
					1725	782	1221608
LA-DRS0081-000	WINNIE MAE COATES MOSS ET AL	KCS MEDALLION RESOURCES INC		9/22/1997	1725	780	1221607	LA	Ouachita
LA-DRS0082-000	STEPHANIE ANN JOHNSON REITZELL	KCS MEDALLION RESOURCES INC		9/30/1997	1725	786	1221610	LA	Ouachita
LA-DRS0083-000	CHARLES MILTON MCQUILLIN ET UX	KCS MEDALLION RESOURCES INC		11/6/1997	1725	790	1221611	LA	Ouachita
LA-DRS0084-000	EMMIT WILLIAMS JR ET UX	KCS MEDALLION RESOURCES INC		3/5/1998	1726		1221858	LA	Ouachita
LA-DRS0085-000	ROBERT W PLUNK ET UX	KCS MEDALLION RESOURCES INC		7/29/1997	1725	610	1221562	LA	Ouachita
LA-DRS0086-001	HAROLD E OETGEN ET AL	KCS MEDALLION RESOURCES INC		8/29/1997	1728		1224298	LA	Ouachita
LA-DRS0087-000	STATE OF LOUISIANA OUACHITA PARISH POLICE JURY	JC PETROLEUM, INC		2/11/1998	1730	20	1225428	LA	Ouachita
	STATE OF LOUISIANA DEPT OF TRANSPORTATION AND
LA-DRS0088-000	DEVELOPMENT	JC PETROLEUM, INC		2/11/1998	1789	1	1225427	LA	Ouachita
LA-DRS0089-000	MEADIE THOMAS ET AL	KCS MEDALLION RESOURCES INC		1/28/1998	1729	825	1225346	LA	Ouachita
LA-DRS0090-000	CHARLOTTE MCDONALD CRAYTON	KCS MEDALLION RESOURCES INC		8/8/1998	1729		1225348	LA	Ouachita
LA-DRS0091-000	ELBERT RUSSELL WALTERS ET UX	KCS MEDALLION RESOURCES INC		9/3/1997	1729	821	1225345	LA	Ouachita
LA-DRS0092-000	JOHNNY T JOHNSON ET AL	KCS MEDALLION RESOURCES INC		3/14/2000	159		1284490	LA	Ouachita
LA-DRS0093-000	SANTA FE SNYDER CORPORATION	KCS MEDALLION RESOURCES INC		5/22/2000	1798	580	1288268	LA	Ouachita
					1809	687	1296808
					1800	472	1289131
LA-DRS0094-000	RIVERWOOD INTERNATIONAL CORPORATION	KCS MEDALLION RESOURCES INC		11/16/1999	1783	365	1275208	LA	Ouachita
LA-DRS0095-000	GEORGIA PACIFIC CORP	KCS MEDALLION RESOURCES INC		7/8/2000	1811	301	1298242	LA	Ouachita
LA-DRS0096-000	HAROLD G FROST ET UX	KCS MEDALLION RESOURCES INC		3/20/2001	1849	45	1332359	LA	Ouachita
LA-DRS0097-000	FRED E VARNER ET UX	KCS MEDALLION RESOURCES INC		1/14/2002	1851	95	1333719	LA	Ouachita
LA-DRS0098-001	GLADYS MARIE SIMS WESLEY	KCS MEDALLION RESOURCES INC		3/20/2001	1849	48	1332360	LA	Ouachita
LA-DRS0099-000	WILBERT HAMILTON ET UX	KCS RESOURCES INC		2/19/2005	1989	139	1433615	LA	Ouachita
LA-DRS0100-000	WILBERT WOODWARD ET UX	KCS RESOURCES INC		9/22/2006	2074	72	1478476	LA	Ouachita
LA-DRS0101-000	LYNETTE WOODWARD M JACKSON	KCS RESOURCES INC		9/2/2006	2074	76	1478477	LA	Ouachita
LA-DRS0102-000	DONALD EARL DEAL SR ET UX	KCS RESOURCES INC		7/14/2006	2074	79	1478478	LA	Ouachita
					2016	262	1447882
					2020	335	1449849
LA-DRS0103-000	RICHARD EARL COVINGTON	KCS RESOURCES INC		11/16/2005	2025	386	1452696	LA	Ouachita
LA-DRS0104-000	VERA LOU BLAZIER ALLEN ADAMS	KCS MEDALLION RESOURCES INC		9/10/1997	1725	615	1221563	LA	Ouachita
LA-DRS0105-000	DOROTHY CLEMONS CHAMBERS ET VIR	KCS RESOURCES, INC.		4/23/2007	2096	835	1492119	LA	Ouachita
LA-DRS0106-000	MATTIE TAYLOR	KCS RESOURCES, INC.		5/15/2007	2096	832	1492118	LA	Ouachita
LA-DRS0107-001	EMMITT WILLIAMS JR ET AL	KCS RESOURCES, INC.		5/5/2007	2096	814	1492112	LA	Ouachita
LA-DRS0108-001	REOLA JACKSON ET AL	KCS RESOURCES, INC.		5/5/2007	2096	823	1492115	LA	Ouachita
LA-DRS0109-000	JOHN CHRISTOPHER BRAGG ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/17/2000	1786	283	1277737	LA	Ouachita
LA-DRS0110-000	CARL RAY PHELPS JR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/17/1999	1784		1275781	LA	Ouachita
LA-DRS0111-000	CHERRY ANNE PHILLIPS NEE SKAINS	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/17/1998	1742	357	1237759	LA	Ouachita
LA-DRS0112-000	TOMMY HAROLD PITRE ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/17/1998	1742	387	1237767	LA	Ouachita
LA-DRS0113-000	WALTER RAY EDWARDS SR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/28/1998	1744		1239606	LA	Ouachita
LA-DRS0114-000	LOIS LACOMB SIMS	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/25/2000	1788		1279719	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0115-000	TERRY LOUIS LASYONE ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/13/1998	1744		1239611	LA	Ouachita
LA-DRS0116-000	DAVID LYNN THOMPSON ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/3/1998	1744		1239599	LA	Ouachita
LA-DRS0117-000	DONNA MARIE YOUNGER TOLAR ET VIR	GOODRICH PETROLEUM COMPANY OF LOUISIANA		1/25/2000	1786	246	1277726	LA	Ouachita
LA-DRS0118-000	JULIE THARPE DEGARZA	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/28/1998	1747	664	1242397	LA	Ouachita
LA-DRS0119-000	JERRY DEWAINE PRICE ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/17/2000	1786	286	1277738	LA	Ouachita
LA-DRS0120-000	JOHN WILLIAM SMITH	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/3/2000	1786	262	1277731	LA	Ouachita
LA-DRS0121-000	DAVE ALLEN SMEAD ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/1/2000	1786	168	1277733	LA	Ouachita
LA-DRS0122-000	TAMMY LAURICE ALLEN DENNIS	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/17/1998	1744		1239605	LA	Ouachita
LA-DRS0123-000	BILLY JOE ROAN	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/29/1998	1747	667	1242398	LA	Ouachita
LA-DRS0124-000	WOODROW FRANKLIN ARMFIELD	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/16/1998	1747	677	1242401	LA	Ouachita
LA-DRS0125-000	BASIL E ARMFIELD ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/16/1998	1747	680	1242402	LA	Ouachita
LA-DRS0126-000	JEWEL B DOUGLAS ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/4/1998	1742	413	1237774	LA	Ouachita
LA-DRS0127-000	KATHY A PAYNE WATSON	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/15/2000	1786	292	1277740	LA	Ouachita
LA-DRS0128-000	KENNETH MICHAEL DESOTO ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/21/2000	1786	298	1277742	LA	Ouachita
LA-DRS0129-000	JERRY WAYNE CASCIO ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/12/1998	1744		1239610	LA	Ouachita
LA-DRS0130-000	DOLVIN L MCCARDLE ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/6/1998	1744		1239600	LA	Ouachita
LA-DRS0131-000	ROBERT PHILLIP SKIPPER ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/11/2000	1790		1281260	LA	Ouachita
LA-DRS0132-000	MARZELL HEMPHILL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/9/2000	1786	274	1277735	LA	Ouachita
LA-DRS0133-000	THOMAS WAYNE COCKERHAM	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/3/1998	1744		1239598	LA	Ouachita
LA-DRS0134-000	ALFRED BENOIT JOHNSON ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/3/1998	1744		1239604	LA	Ouachita
LA-DRS0135-000	WILLIAM RAY NELSON SR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/1/2000	1786	256	1277729	LA	Ouachita
LA-DRS0136-000	WILLIAM RAY NELSON JR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/1/2000	1786	253	1277728	LA	Ouachita
LA-DRS0137-000	PAULA D CASE MCCOIN	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/1/2000	1786	279	1277736	LA	Ouachita
LA-DRS0138-000	JEEMS WILLIAM SNIPES ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/28/1998	1747	670	1242399	LA	Ouachita
LA-DRS0139-000	J W HOLTON ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/12/1998	1750	392	1244747	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0140-000	WILLIAM LARRY COLE	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/1/1998	1744		1239603	LA	Ouachita
LA-DRS0141-000	LARRY JOE CONRAD ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/1/1998	1744		1239608	LA	Ouachita
LA-DRS0142-000	JOHN WESLEY DYE	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/7/2000	1788		1279718	LA	Ouachita
LA-DRS0143-000	JOHN O HENNEN JR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/22/2000	1790		1281261	LA	Ouachita
LA-DRS0144-000	TRAVIS D PEPPERS SR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/28/2000	1790		1281257	LA	Ouachita
LA-DRS0145-000	MICHAEL FRANCIS MILLER	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/1/2000			1277732	LA	Ouachita
LA-DRS0146-000	CHARLENE WALLACE BURNS	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/1/2000	1786	259	1277730	LA	Ouachita
LA-DRS0147-000	KATIE PEARCY FUNDERBURK	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/25/2000	1788		1279720	LA	Ouachita
LA-DRS0148-000	W-W HOMES INC	GOODRICH PETROLEUM COMPANY OF LOUISIANA		4/13/2000			1283814	LA	Ouachita
LA-DRS0149-000	STATE OF LOUISIANA #16275, THE OUACHITA PARISH SCHOOL SYSTEM	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/9/1998	1743		1239129	LA	Ouachita
LA-DRS0150-000	GLENN WAYNE EDWARDS ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/13/1998	1744		1239612	LA	Ouachita
LA-DRS0151-000	SOUTHERN DELTA HOMES INC	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/24/1998	1742	390	1237768	LA	Ouachita
LA-DRS0152-000	CLIFFORD JACKSON CALLOWAY ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		5/26/1998	1742	509	1237798	LA	Ouachita
LA-DRS0153-000	JESSIE BABCOCK ALGER	GOODRICH PETROLEUM COMPANY OF LOUISIANA		2/11/2000	1786	295	1277741	LA	Ouachita
LA-DRS0154-000	TERESA PHILLIPS MCDANELL ET AL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		1/25/2000	1786	250	1277727	LA	Ouachita
LA-DRS0155-000	JAMES E TOWNSEND ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/9/2000	1788		1279717	LA	Ouachita
LA-DRS0156-000	GEORGE M YOUNGER JR	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/25/1999	1784		1275780	LA	Ouachita
LA-DRS0157-000	DOROTHY LEE HUTSON	GOODRICH PETROLEUM COMPANY OF LOUISIANA		3/30/2000	1793		1283815	LA	Ouachita
LA-DRS0158-000	HANSEL T NELSON ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/28/1998	1742	377	1237764	LA	Ouachita
LA-DRS0159-000	MARY ANNE COOK WHITE	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	444	1237783	LA	Ouachita
LA-DRS0160-000	BILLY JOE TAYLOR ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		4/30/1998	1742	476	1237791	LA	Ouachita
LA-DRS0161-000	TARSHA CORPORATION	GOODRICH PETROLEUM COMPANY OF LOUISIANA		4/30/1998	1742	472	1237790	LA	Ouachita
LA-DRS0162-000	LORA HELEN LAWRENCE WHITTINGTON ET VIR	GOODRICH PETROLEUM COMPANY OF LOUISIANA		7/29/1998	1742	399	1237770	LA	Ouachita
LA-DRS0163-000	STATE OF LOUISIANA #16274, THE OUACHITA PARISH POLICE JURY	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/9/1998	1743		1239130	LA	Ouachita
LA-DRS0164-001	HARRY DONALD PASCHAL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		7/7/1998	1742	483	1237771	LA	Ouachita
LA-DRS0165-000	LEWIS M BARKER	GOODRICH PETROLEUM		10/20/2000	1811	567	1298527	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0166-001	LEE ROY MCGREW ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	501	1237796	LA	Ouachita
LA-DRS0167-001	VELMA FLETCHER BOWKER	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	441	1237782	LA	Ouachita
LA-DRS0168-001	TERESA PHILLIPS MCDANELL ET VIR	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/17/1998	1742	373	1237763	LA	Ouachita
LA-DRS0169-001	DENVER L COPELAND ET AL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		12/9/1998	1750	387	1244746	LA	Ouachita
LA-DRS0170-001	BETHEL BAPTIST CHURCH INC	GOODRICH PETROLEUM COMPANY OF LOUISIANA		7/30/1998	1742	394	1237769	LA	Ouachita
LA-DRS0171-001	DOYLE C DANIEL ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	438	1237781	LA	Ouachita
LA-DRS0172-001	SUE PARKER TIDWELL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		5/4/1998	1742	499	1237795	LA	Ouachita
LA-DRS0173-001	STERLING OAKS LLC	GOODRICH PETROLEUM COMPANY OF LOUISIANA		4/30/1998	1742	504	1237797	LA	Ouachita
LA-DRS0174-001	DARYL KEITH DANIEL ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	432	1237779	LA	Ouachita
LA-DRS0175-001	IRENE MONROE CASE	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	533	1237805	LA	Ouachita
LA-DRS0175-002	LINDA CASE FERGUSON	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	419	1237776	LA	Ouachita
LA-DRS0175-003	PAULA CASE MCCOIN	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	416	1237775	LA	Ouachita
LA-DRS0176-001	EARTH RECYCLING CORPORATION	GOODRICH PETROLEUM COMPANY OF LOUISIANA		5/6/1998	1742	493	1237794	LA	Ouachita
LA-DRS0177-001	LUCY ALICE SCHANKS WHITLOCK	GOODRICH PETROLEUM COMPANY OF LOUISIANA		6/5/1998	1742	435	1237780	LA	Ouachita
LA-DRS0178-001	NATHAN G ROBERTS ET UX	GOODRICH PETROLEUM COMPANYOF LOUISIANA		6/5/1998	1742	429	1237778	LA	Ouachita
LA-DRS0179-001	JOSEPH ALBERT FORD III STACIE HARGROVE FORD	GOODRICH PETROLEUM COMPANY OF LOUISIANA		5/6/1998	1742	462	1237788	LA	Ouachita
LA-DRS0180-001	DOW CON INC	GOODRICH PETROLEUM COMPANY OF LOUISIANA		4/20/1998	1742	466	1237787	LA	Ouachita
LA-DRS0181-001	JAMES MICHAEL BARNES	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/28/1998	1742	370	1237762	LA	Ouachita
LA-DRS0182-001	HERMAN W CHILTON ET AL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/15/1998	1788	723	1280400	LA	Ouachita
LA-DRS0183-001	WAMUL R OWENS ET AL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/15/1998	1788	710	1280399	LA	Ouachita
LA-DRS0184-001	E A MOORE ET AL	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/15/1998	1788	696	1280398	LA	Ouachita
LA-DRS0185-001	LINDA COSTELLO SILMON	GOODRICH PETROLEUM COMPANY OF LOUISIANA		4/28/1998	1742	458	1237787	LA	Ouachita
LA-DRS0186-001	G L HENDRIX AKA GARLAND LEON HENDRICKS ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		8/4/1998	1742	410	1237773	LA	Ouachita
LA-DRS0187-001	BEVERLY F BAIN	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/1/1998	1744		1239607	LA	Ouachita
LA-DRS0187-002	CAROLYN F UPTON	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/1/1998	1744		1239609	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0187-003	BILLY S HANCOCK	GOODRICH PETROLEUM COMPANY OF LOUISIANA		10/1/1998	1747	674	1242400	LA	Ouachita
LA-DRS0188-001	ERNEST LAVAINE WILLIAMSON	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/9/1998	1744		1239601	LA	Ouachita
LA-DRS0188-002	ROY HERSHEL WILLIAMSON ET UX	GOODRICH PETROLEUM COMPANY OF LOUISIANA		9/9/1998	1744		1239602	LA	Ouachita
					283		1326769
					283		1326769
					283		1326769
					283		1326769
LA-DRS0189-000	RITA EDNA P BARTLETT ET AL	JM EXPLORATION CO., LLC		9/22/2001	283		1326769	LA	Ouachita
					293		1326770
					293		1326770
					293		1326770
					293		1326770
					293		1326770
LA-DRS0190-000	JAMES DALE BASS ET AL	JM EXPLORATION CO., LLC		9/22/2001	293		1326770	LA	Ouachita
					303		1326771
					293		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
					303		1326771
LA-DRS0191-000	CLARENCE LEE AVANT ET AL	JM EXPLORATION CO., LLC		9/22/2001	303		1326771	LA	Ouachita
					318		1326772
					318		1326772
					318		1326772
					318		1326772
					318		1326772
					318		1326772
					318		1326772
LA-DRS0192-000	FRANCIS M BOOTH ET AL	JM EXPLORATION CO., LLC		9/22/2001	318		1326772	LA	Ouachita
					355		1326775
					355		1326775
LA-DRS0193-000	TIMOTHY G NEATHERY ET AL	JM EXPLORATION CO., LLC		9/22/2001	355		1326775	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
					329		1326773
LA-DRS0194-000	CHARLES T BUMGARDNER ET AL	JM EXPLORATION CO., LLC		9/22/2001	329		1326773	LA	Ouachita
					346		1326774
					346		1326774
					346		1326774
					346		1326774
LA-DRS0195-000	LUISE BACH CAUSEY ET AL	JM EXPLORATION CO., LLC		9/22/2001	346		1326774	LA	Ouachita
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
					32		1326732
LA-DRS0196-000	DINA L K ANTLEY ET AL	JM EXPLORATION CO., LLC		9/8/2001	32		1326732	LA	Ouachita
LA-DRS0197-000	BREARD BONNETTE ET AL	JM EXPLORATION CO., LLC		9/8/2001	364		1326776	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					889		1326730
					889		1326730
					889		1326730
LA-DRS0198-001	ACHIEVERS INC ET AL	JM EXPLORATION CO., LLC		9/22/2001	889		1326730	LA	Ouachita
					886		1335494
					886		1335494
					886		1335494
					886		1335494
					886		1335494
					886		1335494
					886		1335494
					886		1335494
					886		1335494
LA-DRS0198-002	JUANITA FAYE HARPER BAILEY ET AL	JM EXPLORATION CO., LLC		10/29/2001	886		1335494	LA	Ouachita
					54		1326733
					54		1326733
					54		1326733
					54		1326733
					54		1326733
					54		1326733
					54		1326733
LA-DRS0199-000	CHARLES ROY BENTLEY ET AL	JM EXPLORATION CO., LLC		9/22/2001	54		1326733	LA	Ouachita
					68		1326734
LA-DRS0200-000	ROBERT W BARNHILL ET AL	JM EXPLORATION CO., LLC		9/22/2001	68		1326734	LA	Ouachita
					75		1326735
LA-DRS0201-000	JIMMY W WILLIAMS ET AL	JM EXPLORATION CO., LLC		9/22/2001	75		1326735	LA	Ouachita
					105		1326738
					105		1326738
LA-DRS0202-000	CHLOTILE JOHNSON ET AL	JM EXPLORATION CO., LLC		9/22/2001	105		1326738	LA	Ouachita
					827		1335486
LA-DRS0203-000	CLYDE R BEAVER ET AL	JM EXPLORATION CO., LLC		10/29/2001	827		1335486	LA	Ouachita
					851		1335489
LA-DRS0204-000	WAYMAN L LACAS ET AL	JM EXPLORATION CO., LLC		10/29/2001	851		1335489	LA	Ouachita
LA-DRS0205-000	RICHARD L ROGERS	JM EXPLORATION CO., LLC		10/29/2001	865		1335491	LA	Ouachita
					96		1326737
					96		1326737
					96		1326737
					96		1326737
					96		1326737
LA-DRS0206-000	HATTIE ELIZABETH ARCHIE ET AL	JM EXPLORATION CO., LLC		9/22/2001	96		1326737	LA	Ouachita
LA-DRS0207-000	BROWN & LEE INC ET AL	JM EXPLORATION CO., LLC		9/22/2001	81		1326736	LA	Ouachita
					840		1335488
					840		1335488
					840		1335488
					840		1335488
					840		1335488
					840		1335488
					840		1335488
					840		1335488
LA-DRS0208-000	BENNIE J PARKER ET AL	JM EXPLORATION CO., LLC		10/29/2001	840		1335488	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1		1335498
					1		1335498
					1		1335498
LA-DRS0209-000	JERRY ADAY ET AL	JM EXPLORATION CO., LLC		10/29/2001	1		1335498	LA	Ouachita
					10		1335499
					10		1335499
LA-DRS0210-000	MANSFORD E PARKER ET AL	JM EXPLORATION CO., LLC		10/29/2001	10		1335499	LA	Ouachita
					37		1335503
					37		1335503
					37		1335503
LA-DRS0211-000	ROGER DALE JONES ET AL	JM EXPLORATION CO., LLC	10/29/2001		37		1335503	LA	Ouachita
LA-DRS0212-000	SARA EVON MOORE MCLEMORE ET VIR	JM EXPLORATION CO., LLC		10/29/2001	45		1335504	LA	Ouachita
					57		1335506
					57		1335506
LA-DRS0213-000	JOHN R LAWSON ET AL	JM EXPLORATION CO., LLC		10/29/2001	57		1335506	LA	Ouachita
LA-DRS0214-000	WESLEY F PIPES	JM EXPLORATION CO., LLC		10/29/2001	70		1335508	LA	Ouachita
LA-DRS0215-000	LORETTA MILES BAILEY ET AL	JM EXPLORATION CO., LLC		9/8/2001	112		1326739	LA	Ouachita
					909		1335496
					909		1335496
LA-DRS0216-000	TOLLIE E BAUGH ET AL	JM EXPLORATION CO., LLC		10/29/2001	909		1335496	LA	Ouachita
					879		1335493
					879		1335493
LA-DRS0217-000	DOUGLAS E BAKER ET AL	JM EXPLORATION CO., LLC		10/29/2001	879		1335493	LA	Ouachita
					870		1335492
					870		1335492
					870		1335492
LA-DRS0218-000	PAUL M LUBOFSKY ET AL	JM EXPLORATION CO., LLC	10/29/2001		870		1335492	LA	Ouachita
LA-DRS0219-000	MILDRED CAUGHLIN	JM EXPLORATION CO., LLC		10/10/2001	867		1327209	LA	Ouachita
					76		1335509
					76		1335509
					76		1335509
					76		1335509
					76		1335509
					76		1335509
					76		1335509
					76		1335509
LA-DRS0220-000	LESTER W NICHOLS ET AL	JM EXPLORATION CO., LLC		10/29/2001	76		1335509	LA	Ouachita
LA-DRS0221-000	SHARON DENISE JOHNSON	JM EXPLORATION CO., LLC		10/29/2001	64		1335507	LA	Ouachita
LA-DRS0222-000	HERBERT MERLIN CADY	JM EXPLORATION CO., LLC		11/28/2001	53		1333006	LA	Ouachita
					858		1335490
LA-DRS0223-000	WILLIAM O WELCH ET AL	JM EXPLORATION CO., LLC		10/29/2001	858		1335490	LA	Ouachita
LA-DRS0224-000	JAMES WALTER PARROTT	JM EXPLORATION CO., LLC		10/29/2001	834		1335487	LA	Ouachita
					917		1335497
LA-DRS0225-000	THERESA MCDONALD ET AL	JM EXPLORATION CO., LLC		10/29/2001	917		1335497	LA	Ouachita
LA-DRS0226-000	INTEGRA ENTERPRISES LLC	JM EXPLORATION CO LLC		10/29/2001	26		1335501	LA	Ouachita
					31		1335502
LA-DRS0227-000	JAMES F WELCH ET AL	JM EXPLORATION CO., LLC	10/29/2001		31		1335502	LA	Ouachita
LA-DRS0228-000	LINDA ANN MITCHELL HUTSON	JM EXPLORATION CO., LLC		10/29/2001	51		1335505	LA	Ouachita
LA-DRS0229-000	WILLIE MUSE ET UX	JM EXPLORATION CO., LLC		11/1/2001	910		1332991	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					17		1335500
					17		1335500
					17		1335500
					17		1335500
LA-DRS0230-000	DWAIN SUTTON ET AL	JM EXPLORATION CO., LLC		12/10/2001	17		1335500	LA	Ouachita
LA-DRS0231-000	VERA K WILLIAMSON	FIRESIDE OIL AND GAS, INC.		9/26/2001	701		1324878	LA	Ouachita
LA-DRS0232-000	EDWARD LAMAR HEMPHILL ET UX	FIRESIDE OIL AND GAS, INC.		9/26/2001	703		1324879	LA	Ouachita
LA-DRS0233-000	SUMMIT CONSTRUCTION INC	FIRESIDE OIL AND GAS, INC.		9/26/2001	708		1324880	LA	Ouachita
LA-DRS0234-000	J & P INC	FIRESIDE OIL AND GAS, INC.		9/26/2001	712		1324881	LA	Ouachita
LA-DRS0235-000	OBIOLINE HIGHTOWER PARHAM ET VIR	FIRESIDE OIL AND GAS INC		9/27/2001	717		1324882	LA	Ouachita
LA-DRS0236-000	JERRY WAYNE CASCIO	FIRESIDE OIL AND GAS, INC.	10/1/2001		720		1324883	LA	Ouachita
LA-DRS0237-000	GENE ELDRA BROOM	FIRESIDE OIL AND GAS, INC.		10/3/2001	725		1324884	LA	Ouachita
LA-DRS0238-000	KENNETH R HILL JR ET UX	FIRESIDE OIL AND GAS, INC.		10/3/2001	728		1324885	LA	Ouachita
LA-DRS0239-000	CECIL H SMITH ET UX	FIRESIDE OIL AND GAS, INC.		10/4/2001	731		1324886	LA	Ouachita
LA-DRS0240-000	MAGGIE WILLOWDENE MCMILLIAN	FIRESIDE OIL AND GAS, INC.		10/6/2001	734		1324887	LA	Ouachita
LA-DRS0241-000	C ROY BUILDERS INC	FIRESIDE OIL AND GAS, INC.		10/11/2001	123		1325198	LA	Ouachita
LA-DRS0242-000	LONNIE VINCENT TRICHELL	FIRESIDE OIL AND GAS, INC.		10/10/2001	126		1325199	LA	Ouachita
LA-DRS0243-000	WILLIAM MARVIN SPILLERS ET UX	FIRESIDE OIL AND GAS, INC.		10/8/2001	158		1325244	LA	Ouachita
LA-DRS0244-000	BETTY IVEY GARTMAN	JM EXPLORATION CO, LLC		10/29/2001	900		1335495	LA	Ouachita
LA-DRS0245-000	SAFE INVESTMENTS INC	FIRESIDE OIL AND GAS INC		10/23/2001	357		1326201	LA	Ouachita
LA-DRS0246-000	HENRY LAVELLE MURPHY ET UX	FIRESIDE OIL AND GAS, INC.		10/22/2001	360		1326202	LA	Ouachita
LA-DRS0247-000	MARGUERITE YOUNG ANDERSON	JM EXPLORATION CO, LLC		10/20/2001	92		1325984	LA	Ouachita
LA-DRS0248-000	CLAUDELL BEENE ET UX	JM EXPLORATION CO, LLC		10/20/2001	96		1325985	LA	Ouachita
LA-DRS0249-000	J S BELL ET UX	JM EXPLORATION CO, LLC		10/20/2001	100		1325986	LA	Ouachita
LA-DRS0250-000	ROBERT G BENCH ST ET UX	JM EXPLORATION CO, LLC		10/10/2001	104		1325987	LA	Ouachita
LA-DRS0251-000	AUDREY MAE BONDS	JM EXPLORATION CO, LLC		10/10/2001	213		1326759	LA	Ouachita
LA-DRS0252-000	CAROLYN SEA COON ET VIR	JM EXPLORATION CO, LLC	10/20/2001		108		1325988	LA	Ouachita
LA-DRS0253-000	DONNIE E DAWSON ET UX	JM EXPLORATION CO, LLC		10/13/2001	9		1329044	LA	Ouachita
LA-DRS0254-000	B T DEAN	JM EXPLORATION CO, LLC		10/20/2001	116		1325990	LA	Ouachita
LA-DRS0255-000	SAM LUSTER FARMER ET UX	JM EXPLORATION CO, LLC		10/20/2001	161		1326001	LA	Ouachita
LA-DRS0256-000	EARL FARRIS ET UX	JM EXPLORATION CO, LLC		10/20/2001	217		1326760	LA	Ouachita
LA-DRS0257-000	LINDA JEAN HENNING	JM EXPLORATION CO, LLC		10/10/2001	703		1325771	LA	Ouachita
LA-DRS0258-000	ROBERT JENKINS ESTATE	JM EXPLORATION CO, LLC		10/10/2001	715		1325774	LA	Ouachita
LA-DRS0259-000	GLENN TODD JENKINS	JM EXPLORATION CO, LLC		10/10/2001	707		1325772	LA	Ouachita
LA-DRS0260-000	JIMMY LEE JENKINS ET UX	JM EXPLORATION CO, LLC		10/10/2001	145		1325997	LA	Ouachita
LA-DRS0261-000	PANSY JENKINS	JM EXPLORATION CO, LLC		10/10/2001	711		1325773	LA	Ouachita
LA-DRS0262-000	PLEAS JENKINS JR	JM EXPLORATION CO, LLC		10/10/2001	149		1325998	LA	Ouachita
LA-DRS0263-000	J H P CONSTRUCTION CO INC	JM EXPLORATION CO LLC		10/11/2001	719		1325775	LA	Ouachita
LA-DRS0264-000	JO ANN MARDIS JONES	JM EXPLORATION CO, LLC		10/10/2001	723		1325776	LA	Ouachita
LA-DRS0265-000	JO ANN MARDIS JONES	JM EXPLORATION CO, LLC		10/15/2001	822		1327198	LA	Ouachita
LA-DRS0266-000	SAMMY GENE KENNEDY ET UX	JM EXPLORATION CO, LLC		10/10/2001	727		1325777	LA	Ouachita
LA-DRS0267-000	LOUISE WILLIAMS LEE	JM EXPLORATION CO, LLC		10/20/2001	221		1326761	LA	Ouachita
LA-DRS0268-000	VIRGINIA MAYES ET AL	JM EXPLORATION CO, LLC		10/31/2001	25		1329048	LA	Ouachita
LA-DRS0269-000	ODESSA MILLS	JM EXPLORATION CO, LLC		10/20/2001	169		1326003	LA	Ouachita
LA-DRS0270-000	ODESSA MILLS ET AL	JM EXPLORATION CO LLC		10/31/2001	469		1327840	LA	Ouachita
LA-DRS0271-000	VANESSA MINNIEFIELD	JM EXPLORATION CO, LLC		10/20/2001	173		1326004	LA	Ouachita
LA-DRS0272-000	MARY ELIZABETH MORRIS	JM EXPLORATION CO, LLC	10/20/2001		177		1326005	LA	Ouachita
LA-DRS0273-000	WILLIE MORRIES ET UX	JM EXPLORATION CO, LLC		10/20/2001	181		1326006	LA	Ouachita
LA-DRS0274-000	OLCIE C OWENS	JM EXPLORATION CO, LLC		10/20/2001	189		1326008	LA	Ouachita
LA-DRS0275-000	JOHN H PRUETT JR ET UX	JM EXPLORATION CO, LLC		10/11/2001	189		1326753	LA	Ouachita
LA-DRS0276-000	LORETHA L ROBINSON	JM EXPLORATION CO, LLC		10/20/2001	477		1327842	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0277-000	SAMARIA ALLEN ROBINSON	JM EXPLORATION CO, LLC		10/10/2001	193		1326009	LA	Ouachita
LA-DRS0278-000	JEFFERY MITCHELL RUSHING ET UX	JM EXPLORATION CO, LLC		10/20/2001	197		1326010	LA	Ouachita
LA-DRS0279-000	BENNERSON STAMPER ET UX	JM EXPLORATION CO, LLC		10/20/2001	185		1326752	LA	Ouachita
LA-DRS0280-000	LEON W STEWART	JM EXPLORATION CO, LLC		11/6/2001	289		1328319	LA	Ouachita
LA-DRS0281-000	EDDIE TAYLOR ET UX	JM EXPLORATION CO, LLC		10/20/2001	205		1326012	LA	Ouachita
LA-DRS0282-000	PATRICIA MANNING TOSTEN	JM EXPLORATION CO, LLC		10/20/2001	826		1327199	LA	Ouachita
LA-DRS0283-000	JULIA ANN TRAYLOR	JM EXPLORATION CO, LLC		10/13/2001	831		1325802	LA	Ouachita
LA-DRS0284-000	LEULLAR WADE ET VIR	JM EXPLORATION CO, LLC		10/20/2001	830		1327200	LA	Ouachita
LA-DRS0285-000	GEORGE WASHINGTON ET UX	JM EXPLORATION CO, LLC		10/20/2001	821		1335485	LA	Ouachita
LA-DRS0286-000	MATTHEW WILLIAMS ET AL	JM EXPLORATION CO, LLC		10/10/2001	835		1325803	LA	Ouachita
LA-DRS0287-000	THOMAS L WILLIAMS	JM EXPLORATION CO, LLC	10/10/2001		424		1327829	LA	Ouachita
LA-DRS0288-000	MAGDALEAN WOODS YOUNG	JM EXPLORATION CO, LLC		10/22/2001	225		1326762	LA	Ouachita
LA-DRS0289-000	JAMES HAROLD DEAN	JM EXPLORATION CO, LLC		11/8/2001	313		1328325	LA	Ouachita
LA-DRS0290-000	MAXINE HAMILTON WILLIAMS HARRIS	JM EXPLORATION CO, LLC		10/20/2001	886		1327213	LA	Ouachita
LA-DRS0291-000	ETHEL MAE GRAY HINES	JM EXPLORATION CO, LLC		10/31/2001	17		1329046	LA	Ouachita
LA-DRS0292-000	GERALD GLENN HOGARD ET UX	JM EXPLORATION CO, LLC		10/20/2001	317		1328326	LA	Ouachita
LA-DRS0293-000	VIVIAN C RANEY	JM EXPLORATION CO, LLC		10/20/2001	321		1328327	LA	Ouachita
LA-DRS0294-000	SIEGLE COMMUNITY BAPTIST CHURCH INC	JM EXPLORATION CO, LLC		10/30/2001	325		1328328	LA	Ouachita
LA-DRS0295-000	HOUSTON HINES ET UX	JM EXPLORATION CO, LLC		11/19/2001	21		1329047	LA	Ouachita
LA-DRS0296-000	JIM HALL	JM EXPLORATION CO, LLC		10/10/2001	452		1327836	LA	Ouachita
LA-DRS0297-000	JESUS HOUSE OF PRAYER	JM EXPLORATION CO, LLC		11/16/2001	28		1333000	LA	Ouachita
LA-DRS0298-000	DAVPORT CO INC	JM EXPLORATION CO, LLC		11/8/2001	61		1333008	LA	Ouachita
LA-DRS0299-001	FELICIA D MANNING	JM EXPLORATION CO, LLC		12/27/2001	84		1333013	LA	Ouachita
LA-DRS0299-002	JANET WILSON	JM EXPLORATION CO, LLC		12/27/2001	76		1333011	LA	Ouachita
LA-DRS0299-003	LEON WILSON	JM EXPLORATION CO, LLC		12/27/2001	80		1333012	LA	Ouachita
LA-DRS0300-000	ANGELA SAMUELS	JM EXPLORATION CO, LLC		12/7/2001	803		1335481	LA	Ouachita
LA-DRS0301-000	SAN-TECH INC	JM EXPLORATION CO, LLC	10/10/2001		807		1335482	LA	Ouachita
LA-DRS0302-000	JAMES MARVIN BRASHER	JM EXPLORATION CO, LLC		10/24/2001	177		1326750	LA	Ouachita
LA-DRS0303-000	JOYCE BECKTON COLE	JM EXPLORATION CO, LLC		9/28/2001	661		1325761	LA	Ouachita
LA-DRS0304-000	CECIL GLEASON COPELAND	JM EXPLORATION CO, LLC		9/28/2001	665		1325762	LA	Ouachita
LA-DRS0305-000	LEANDREW CYRUS	JM EXPLORATION CO, LLC		10/22/2001	181		1326751	LA	Ouachita
LA-DRS0306-000	MARY LOUS CYRUS	JM EXPLORATION CO, LLC		10/22/2001	818		1327197	LA	Ouachita
LA-DRS0307-000	LARRY EUGENE EVANS ET UX	JM EXPLORATION CO, LLC		9/28/2001	687		1325767	LA	Ouachita
LA-DRS0308-000	JAMES COY FORD ET UX	JM EXPLORATION CO, LLC		9/28/2001	699		1325770	LA	Ouachita
LA-DRS0309-000	EDGAR CLEO LAMBERT ET UX	JM EXPLORATION CO, LLC		10/8/2001	731		1325778	LA	Ouachita
LA-DRS0310-000	RALPH E MAGOURIK ET UX	JM EXPLORATION CO, LLC		9/12/2001	743		1325781	LA	Ouachita
LA-DRS0311-000	HARRY LEROY MCLAUGHLIN ET UX	JM EXPLORATION CO, LLC		9/25/2001	760		1325785	LA	Ouachita
LA-DRS0312-000	BOBBIE MOSS	JM EXPLORATION CO, LLC		9/28/2001	816		1335484	LA	Ouachita
LA-DRS0313-000	ALFRED JAMES RICKMAN ET UX	JM EXPLORATION CO, LLC		9/28/2001	781		1325790	LA	Ouachita
LA-DRS0314-000	LONNIE BERNARD SMITH SR	JM EXPLORATION CO, LLC		9/28/2001	803		1325795	LA	Ouachita
LA-DRS0315-000	ST JOSEPH BAPTIST CHURCH OF WEST MONROE	JM EXPLORATION CO, LLC		9/28/2001	811		1325797	LA	Ouachita
LA-DRS0316-000	BUSTER WOODS ESTATE ET AL	JM EXPLORATION CO, LLC		9/28/2001	843		1325805	LA	Ouachita
LA-DRS0317-000	STARDUST ENTERPRISES LLC	JM EXPLORATION CO, LLC		10/31/2001	29		1329049	LA	Ouachita
LA-DRS0318-000	PAMELA SUE RICE ALBRITTON	JM EXPLORATION CO, LLC		10/10/2001	209		1326758	LA	Ouachita
LA-DRS0319-000	JIMMY LEE ARMSTRONG	JM EXPLORATION CO, LLC		11/8/2001	277		1328316	LA	Ouachita
LA-DRS0320-000	PAULINE M AVANT	JM EXPLORATION CO, LLC		10/20/2001	197		1326755	LA	Ouachita
LA-DRS0321-000	GENEIVA S BANKSTON	JM EXPLORATION CO, LLC	10/31/2001		890		1327214	LA	Ouachita
LA-DRS0322-000	CLYDE RAYMOND BEAVER	JM EXPLORATION CO, LLC		10/10/2001	633		1325754	LA	Ouachita
LA-DRS0323-000	ADDIE JEAN PITHER BEAVERS	JM EXPLORATION CO, LLC		10/10/2001	637		1325755	LA	Ouachita
LA-DRS0324-000	ROBERT G BENCH ET UX	JM EXPLORATION CO, LLC		10/10/2001	641		1325756	LA	Ouachita
LA-DRS0325-000	JOSEPH A BOUWELL ET UX	JM EXPLORATION CO, LLC		10/10/2001	645		1325757	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0326-000	SANDRA LEWIS BRISTER	JM EXPLORATION CO, LLC		10/10/2001	444		1327834	LA	Ouachita
LA-DRS0327-000	WAYNE S BUSH ET UX	JM EXPLORATION CO, LLC		10/10/2001	432		1327831	LA	Ouachita
LA-DRS0328-000	OUIDA CADY	JM EXPLORATION CO, LLC		10/20/2001	838		1327202	LA	Ouachita
LA-DRS0329-000	OLA J CONRAD	JM EXPLORATION CO, LLC		10/11/2001	205		1326757	LA	Ouachita
LA-DRS0330-000	DEVA ROBINSON CONVILLE	JM EXPLORATION CO, LLC		10/24/2001	871		1327210	LA	Ouachita
LA-DRS0331-000	EDNA F SPELL CRAWFORD	JM EXPLORATION CO, LLC		10/10/2001	112		1325989	LA	Ouachita
LA-DRS0332-000	FRANCIS E DEVILLIER ET UX	JM EXPLORATION CO, LLC		10/10/2001	120		1325991	LA	Ouachita
LA-DRS0333-000	GREGORY STEPHEN FLEMISTER ET UX	JM EXPLORATION CO, LLC		10/10/2001	695		1325769	LA	Ouachita
LA-DRS0334-000	PATSY GATES HICKS	JM EXPLORATION CO, LLC		10/10/2001	448		1327835	LA	Ouachita
LA-DRS0335-000	CLAUDE ROBERT HOBGOOD JR	JM EXPLORATION CO, LLC		10/24/2001	428		1327830	LA	Ouachita
LA-DRS0336-000	JAMES H JINKS ET UX	JM EXPLORATION CO, LLC	10/10/2001		842		1327203	LA	Ouachita
LA-DRS0337-000	JAMES KENT JINKS	JM EXPLORATION CO, LLC		10/10/2001	456		1327837	LA	Ouachita
LA-DRS0338-000	LARHONDA RENEE WALKER LENARD	JM EXPLORATION CO, LLC		10/20/2001	193		1326754	LA	Ouachita
LA-DRS0339-000	WILBUR R LEWELLYAN ET UX	JM EXPLORATION CO, LLC		10/20/2001	846		1327204	LA	Ouachita
LA-DRS0340-000	WILLIAM V MCKINLEY ET UX	JM EXPLORATION CO, LLC		10/10/2001	834		1327201	LA	Ouachita
LA-DRS0341-000	HERMAN EUGENE MCLAIN ET UX	JM EXPLORATION CO, LLC		11/7/2001	285		1328318	LA	Ouachita
LA-DRS0342-001	PATRICIA ANN POWELL	JM EXPLORATION CO, LLC		10/10/2001	145		1326743	LA	Ouachita
LA-DRS0342-002	BILLIE SUE MEREDITH	JM EXPLORATION CO, LLC		12/3/2001	32		1333001	LA	Ouachita
LA-DRS0343-000	TODD ALLEN RISLEY ET UX	JM EXPLORATION CO, LLC		9/25/2001	785		1325791	LA	Ouachita
LA-DRS0344-000	TROY SMITH ET UX	JM EXPLORATION CO, LLC		10/20/2001	201		1326011	LA	Ouachita
LA-DRS0345-000	JAMES EDWARD STRAHAN	JM EXPLORATION CO, LLC		10/22/2001	464		1327839	LA	Ouachita
LA-DRS0346-000	CARLTON C TRAWEEK ET UX	JM EXPLORATION CO, LLC		10/20/2001	201		1326756	LA	Ouachita
LA-DRS0347-000	MALCOLM GLENN WILLIAMS ET UX	JM EXPLORATION CO, LLC		10/29/2001	850		1327205	LA	Ouachita
LA-DRS0348-001	RALPH W WOOLSEY	JM EXPLORATION CO, LLC		10/24/2001	293		1328320	LA	Ouachita
LA-DRS0349-000	MARGARET ANN BUTLER WYLES	JM EXPLORATION CO, LLC		10/24/2001	436		1327832	LA	Ouachita
LA-DRS0350-000	BOBBY R EAKER ET UX	JM EXPLORATION CO, LLC		10/24/2001	13		1329045	LA	Ouachita
LA-DRS0351-000	DONALD W HAMMETT ET UX	JM EXPLORATION CO, LLC	10/10/2001		273		1328315	LA	Ouachita
LA-DRS0352-000	ELEANOR RUTH WILEY WHITLOCK	JM EXPLORATION CO, LLC		11/13/2001	38		1329051	LA	Ouachita
LA-DRS0353-000	BILLY W SANDERS ET UX	JM EXPLORATION CO, LLC		10/10/2001	460		1327838	LA	Ouachita
LA-DRS0354-000	MELINDA ARLETHA CROMWELL BARTON	JM EXPLORATION CO, LLC		10/24/2001	5		1329043	LA	Ouachita
LA-DRS0355-000	LEANNE STUCKEY	JM EXPLORATION CO, LLC		10/10/2001	34		1329050	LA	Ouachita
LA-DRS0356-000	KV INDUSTRIES INC	JM EXPLORATION CO, LLC		11/16/2001	23		1332999	LA	Ouachita
LA-DRS0357-000	BROWNVILLE BAPTIST CHURCH INC	JM EXPLORATION CO, LLC		10/31/2001	40		1333003	LA	Ouachita
LA-DRS0358-000	DONALD G MILBY ET UX	JM EXPLORATION CO, LLC		10/20/2001	45		1333004	LA	Ouachita
LA-DRS0359-001	MELINDA ARLETHA CROMWELL BARTON	JM EXPLORATION CO, LLC		12/11/2001	914		1332992	LA	Ouachita
LA-DRS0360-000	WILLIAM LARRY COLE	JM EXPLORATION CO, LLC		11/14/2001	906		1332990	LA	Ouachita
LA-DRS0361-001	EDNA F SPELL CRAWFORD ET AL	JM EXPLORATION CO, LLC		12/3/2001	1		1332994	LA	Ouachita
LA-DRS0361-002	SANDRA SPELL FROST SUMRALL	JM EXPLORATION CO, LLC		12/27/2001	795		1335479	LA	Ouachita
LA-DRS0361-003	W E SUMRALL JR	JM EXPLORATION CO, LLC		1/21/2002	812		1335483	LA	Ouachita
LA-DRS0362-000	GREATER OUACHITA WATER CO	JM EXPLORATION CO, LLC		10/24/2001	19		1332998	LA	Ouachita
LA-DRS0363-000	DAVID W HALL ET UX	JM EXPLORATION CO, LLC		12/3/2001	918		1332993	LA	Ouachita
LA-DRS0364-000	LESSIE ELAINE HOOTER ARROWOOD	JM EXPLORATION CO, LLC		10/10/2001	629		1325753	LA	Ouachita
LA-DRS0365-000	FLOYD E BENNETT	JM EXPLORATION CO, LLC		10/15/2001	485		1327844	LA	Ouachita
LA-DRS0366-000	RANDY JOE BRANCH ET UX	JM EXPLORATION CO, LLC		10/10/2001	649		1325758	LA	Ouachita
LA-DRS0367-000	BEATRICE LOUISE BRISTER	JM EXPLORATION CO, LLC		10/15/2001	173		1326749	LA	Ouachita
LA-DRS0368-000	RAYMOND ALBERT CAGLE ET UX	JM EXPLORATION CO, LLC		10/20/2001	859		1327207	LA	Ouachita
LA-DRS0369-000	DARRELL WAYNE CARAWAY ET UX	JM EXPLORATION CO, LLC	10/10/2001		653		1325759	LA	Ouachita
LA-DRS0370-000	GLEN B CLOYD	JM EXPLORATION CO, LLC		10/10/2001	657		1325760	LA	Ouachita
LA-DRS0371-000	VIRGINIA GAIL THOMAS COX	JM EXPLORATION CO, LLC		10/10/2001	669		1325763	LA	Ouachita
LA-DRS0372-000	HOMER K CRAIG ET UX	JM EXPLORATION CO, LLC		10/10/2001	673		1325764	LA	Ouachita
LA-DRS0373-001	ALVIN LEE DAUGHERTY	JM EXPLORATION CO, LLC		10/20/2001	481		1327843	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0373-002	SHIRLEY HILL DAUGHERTY	JM EXPLORATION CO, LLC		10/20/2001	281		1328317	LA	Ouachita
LA-DRS0374-000	ANNIE RUTH DUFFY	JM EXPLORATION CO, LLC		10/2/2001	678		1325765	LA	Ouachita
LA-DRS0375-000	JOHN KENNETH DUNN JR ET UX	JM EXPLORATION CO, LLC		10/15/2001	124		1325992	LA	Ouachita
LA-DRS0376-000	DAVID GENE EVANS ET UX	JM EXPLORATION CO, LLC		10/10/2001	682		1325766	LA	Ouachita
LA-DRS0377-000	DANNY GENE FARNELL	JM EXPLORATION CO, LLC		10/20/2001	168		1326748	LA	Ouachita
LA-DRS0378-000	JACK L FIEBELKORN	JM EXPLORATION CO, LLC		10/15/2001	128		1325993	LA	Ouachita
LA-DRS0379-000	JAMES J FINLEY ET UX	JM EXPLORATION CO, LLC		10/12/2001	691		1325768	LA	Ouachita
LA-DRS0380-000	REGENA C GLASCOCK	JM EXPLORATION CO, LLC		10/20/2001	132		1325994	LA	Ouachita
LA-DRS0381-000	HANSFORD T HAIR ET UX	JM EXPLORATION CO, LLC		10/15/2001	137		1326741	LA	Ouachita
LA-DRS0382-000	MICHAEL GLENDON HOLTON	JM EXPLORATION CO, LLC		10/10/2001	863		1327208	LA	Ouachita
LA-DRS0383-000	OLIVER L HOWARD ET UX	JM EXPLORATION CO, LLC	10/20/2001		136		1325995	LA	Ouachita
LA-DRS0384-000	J & H MOBILE HOME PARK LLC	JM EXPLORATION CO, LLC		10/20/2001	141		1325996	LA	Ouachita
LA-DRS0385-000	TRAVIS L JOHNSTON	JM EXPLORATION CO, LLC		10/15/2001	153		1325999	LA	Ouachita
LA-DRS0386-000	TRAVIS L JOHNSTON ET AL	JM EXPLORATION CO LLC		10/20/2001	157		1326000	LA	Ouachita
LA-DRS0387-000	MILDRED BAMBURG KANE	JM EXPLORATION CO, LLC		10/15/2001	160		1326746	LA	Ouachita
LA-DRS0388-000	LARRY L LAWSON ET UX	JM EXPLORATION CO, LLC		10/20/2001	165		1326002	LA	Ouachita
LA-DRS0389-000	GERTRUDE LONG	JM EXPLORATION CO, LLC		10/2/2001	735		1325779	LA	Ouachita
LA-DRS0390-000	MATTIE LOU PRICE LONG	JM EXPLORATION CO, LLC		10/10/2001	739		1325780	LA	Ouachita
LA-DRS0391-000	OLIVER H LOWERY ET UX	JM EXPLORATION CO, LLC		10/2/2001	141		1326742	LA	Ouachita
LA-DRS0392-000	DOROTHY FAYE TRICHELL MATHESON	JM EXPLORATION CO, LLC		10/20/2001	473		1327841	LA	Ouachita
LA-DRS0393-000	BEVERLY JEAN SLATON MAY	JM EXPLORATION CO, LLC		10/10/2001	748		1325782	LA	Ouachita
LA-DRS0394-000	JIMMY DALE MAY ET UX	JM EXPLORATION CO, LLC		10/8/2001	752		1325783	LA	Ouachita
LA-DRS0395-000	JIMMY RAY MAY ET UX	JM EXPLORATION CO, LLC		10/8/2001	756		1325784	LA	Ouachita
LA-DRS0396-000	CARLOUS C MORRIS ET UX	JM EXPLORATION CO, LLC		10/2/2001	765		1325786	LA	Ouachita
LA-DRS0397-000	NANCY INEZ DYE MOSS	JM EXPLORATION CO, LLC		10/20/2001	152		1326744	LA	Ouachita
LA-DRS0398-000	MARSHALL RAY OLIVEAUX	JM EXPLORATION CO, LLC		10/20/2001	881		1327212	LA	Ouachita
					185		1326007
LA-DRS0399-001	DEWITT J OWENS	JM EXPLORATION CO, LLC		10/20/2001	185		1326007	LA	Ouachita
LA-DRS0399-002	MARY SUE P OWENS SLOCUM	JM EXPLORATION CO, LLC		11/1/2001	440		1327833	LA	Ouachita
LA-DRS0400-000	MICHAEL STEPHEN PARKER ET UX	JM EXPLORATION CO, LLC		10/2/2001	773		1325788	LA	Ouachita
LA-DRS0401-000	BEN ERNEST PARROTT ET UX	JM EXPLORATION CO, LLC		10/15/2001	876		1327211	LA	Ouachita
LA-DRS0402-000	HAROLD SPILLERS ET UX	JM EXPLORATION CO, LLC		10/10/2001	229		1326763	LA	Ouachita
LA-DRS0403-001	STACY S SMITH	JM EXPLORATION CO, LLC		10/22/2001	855		1327206	LA	Ouachita
LA-DRS0404-000	JESSIE CLAYTON SEPULVEDA SR ET UX	JM EXPLORATION CO, LLC		10/10/2001	794		1325793	LA	Ouachita
LA-DRS0405-000	ROLAND J THOMAS ET UX	JM EXPLORATION CO, LLC		10/10/2001	819		1325799	LA	Ouachita
LA-DRS0406-000	J H THRASHER ET UX	JM EXPLORATION CO, LLC		10/10/2001	823		1325800	LA	Ouachita
LA-DRS0407-000	TRAVIS DORMA TOLBIRD ET UX	JM EXPLORATION CO, LLC		10/15/2001	827		1325801	LA	Ouachita
LA-DRS0408-001	LOUIS HOWARD TRICHEL ET AL	JM EXPLORATION CO, LLC		10/2/2001	133		1326740	LA	Ouachita
LA-DRS0409-000	SYBOL GIBSON WHITLOCK	JM EXPLORATION CO, LLC		10/10/2001	209		1326013	LA	Ouachita
LA-DRS0410-000	SHIRLEY JEAN MAYES WILLIAMS	JM EXPLORATION CO, LLC		10/20/2001	156		1326745	LA	Ouachita
LA-DRS0411-000	JOHN RANDALL WILLINGHAM ET UX	JM EXPLORATION CO, LLC		10/10/2001	839		1325804	LA	Ouachita
LA-DRS0412-000	BERNITA FERN COX WORLEY ET VIR	JM EXPLORATION CO, LLC		10/20/2001	847		1325806	LA	Ouachita
LA-DRS0413-000	MARIE ARRANT JOHNSON YEAGER	JM EXPLORATION CO, LLC		10/15/2001	164		1326747	LA	Ouachita
LA-DRS0414-000	VIRGINIA EARLINE WILLIS ALLEN	JM EXPLORATION CO, LLC		11/13/2001	1		1329042	LA	Ouachita
LA-DRS0415-000	CCT INVESTMENTS INC	JM EXPLORATION CO, LLC		10/20/2001	297		1328321	LA	Ouachita
LA-DRS0416-001	KATHLEEN ANN WROTON ET AL	JM EXPLORATION CO, LLC		11/13/2001	42		1329052	LA	Ouachita
LA-DRS0416-002	MAX WROTEN JR	JM EXPLORATION CO, LLC	11/16/2001		46		1329053	LA	Ouachita
LA-DRS0417-000	HELEN KOLOKOURIS	JM EXPLORATION CO, LLC		10/15/2001	301		1328322	LA	Ouachita
LA-DRS0418-000	BILLY JOE D REEVES	JM EXPLORATION CO, LLC		10/15/2001	305		1328323	LA	Ouachita
LA-DRS0419-000	DONALD RAY REEVES ET UX	JM EXPLORATION CO, LLC		10/20/2001	309		1328324	LA	Ouachita
LA-DRS0420-000	JAMES RICAHRD MOORE ET UX	JM EXPLORATION CO, LLC		10/10/2001	57		1333007	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0421-000	JOSEPH BRADLEY EMERY JR ET UX	JM EXPLORATION CO, LLC		10/20/2001	49		1333005	LA	Ouachita
LA-DRS0422-000	LETHA ANN DUCHESNE SMITH	JM EXPLORATION CO, LLC		10/8/2001	798		1325794	LA	Ouachita
LA-DRS0423-000	NELLIE IRENE ADAMS SPIKES	JM EXPLORATION CO, LLC		10/10/2001	807		1325796	LA	Ouachita
LA-DRS0424-000	MARIE CALHOUN PILGRAM	JM EXPLORATION CO, LLC		10/10/2001	777		1325789	LA	Ouachita
LA-DRS0425-000	SHELBY JEAN RUSSELL	JM EXPLORATION CO, LLC		10/2/2001	790		1325792	LA	Ouachita
LA-DRS0426-000	GLEN RAY THOMAS ET UX	JM EXPLORATION CO, LLC		10/10/2001	815		1325798	LA	Ouachita
LA-DRS0427-000	MICHAEL EUGENE CAMPBELL ET UX	JM EXPLORATION CO, LLC		10/10/2001	36		1333002	LA	Ouachita
LA-DRS0428-000	OUACHITA LOCAL #654	JM EXPLORATION CO, LLC		10/15/2001	902		1332989	LA	Ouachita
LA-DRS0429-000	JOHN D HUDLESTON	JM EXPLORATION CO, LLC		10/15/2001	15		1332997	LA	Ouachita
LA-DRS0430-000	FRANKS RICKS SR	JM EXPLORATION CO, LLC		10/20/2001	11		1332996	LA	Ouachita
LA-DRS0431-000	BERT ANDING SR	JM EXPLORATION CO, LLC	12/11/2001		7		1332995	LA	Ouachita
LA-DRS0432-000	RANDY L H HEMPHILL	JM EXPLORATION CO, LLC		10/15/2001	66		1333009	LA	Ouachita
LA-DRS0433-000	KELLER CRAFT LEWIS SR ET UX	JM EXPLORATION CO, LLC		10/20/2001	88		1333014	LA	Ouachita
LA-DRS0434-000	SHIRLEY JEAN MAYES WILLIAMS ET AL	JM EXPLORATION CO, LLC		10/29/2001	70		1333010	LA	Ouachita
LA-DRS0435-000	WALLACE FROST	JM EXPLORATION CO, LLC		12/5/2001	799		1335480	LA	Ouachita
					235		1326764
LA-DRS0436-000	JACK RODNEY FORD ET AL	JM EXPLORATION CO, LLC		9/22/2001	235		1326764	LA	Ouachita
					243		1326765
					243		1326765
					243		1326765
LA-DRS0437-000	I & F ENTERPRISES LLC ET AL	JM EXPLORATION CO, LLC		9/22/2001	243		1326765	LA	Ouachita
					251		1326766
					251		1326766
LA-DRS0438-000	DOROTHY ELIZABETH WRIGHT GEORGE ET AL	JM EXPLORATION CO, LLC		9/22/2001	251		1326766	LA	Ouachita
					260		1326767
					260		1326767
					260		1326767
					260		1326767
					260		1326767
LA-DRS0439-000	DONNIS MARY H CHAVERS ET AL	JM EXPLORATION CO, LLC		9/22/2001	260		1326767	LA	Ouachita
LA-DRS0440-000	KENNETH DELANE ALBRITTON ET AL	JM EXPLORATION CO, LLC		9/22/2001	270		1326768	LA	Ouachita
LA-DRS0441-000	DAVID ASHCRAFT ET UX	FIRESIDE OIL & GAS, INC.		10/24/2001	423		1326275	LA	Ouachita
LA-DRS0442-000	WEST HEIGHTS BAPTIST CHURCH INC	FIRESIDE OIL & GAS, INC		10/23/2001	253		1328305	LA	Ouachita
LA-DRS0443-000	ROBERT C PILGREEN	FIRESIDE OIL & GAS, INC		10/30/2001	258		1328306	LA	Ouachita
LA-DRS0444-000	DAVID ELLIS DELRIO	FIRESIDE OIL & GAS, INC		10/23/2001	260		1328307	LA	Ouachita
LA-DRS0445-000	WYE ELECTRIC INC ET AL	JM EXPLORATION CO, LLC		9/22/2001	1		1326731	LA	Ouachita
LA-DRS0446-000	BILLY FAY BRISTER ET UX	KCS MEDALLION RESOURCES INC		9/24/1997	1727		1223233	LA	Ouachita
LA-DRS0447-000	DENNY D LAWRENCE ET UX	KCS MEDALLION RESOURCES INC		9/26/1997	1727		1223234	LA	Ouachita
		GOODRICH PETROLEUM COMPANY OF
LA-DRS0448-000	GREATER OUACHITA WATER COMPANY	LOUISIANA		12/21/1998	1784		1275782	LA	Ouachita
		GOODRICH PETROLEUM COMPANY OF
LA-DRS0449-000	TOBIAS N DANNA ET UX	LOUISIANA		2/9/2000	1786	289	1277739	LA	Ouachita
		GOODRICH PETROLEUM COMPANY OF
LA-DRS0450-000	JOSEPH E DUPUY ET UX	LOUISIANA		10/29/1998	1747	684	1242403	LA	Ouachita
		GOODRICH PETROLEUM COMPANY OF
LA-DRS0451-000	VERNON L MARTIN ET UX	LOUISIANA		12/8/1998	1750	395	1244748	LA	Ouachita
		GOODRICH PETROLEUM COMPANY OF
LA-DRS0452-000	VINCENT F DANNA ET UX	LOUISIANA		2/8/2000	1786	271	1277734	LA	Ouachita
		GOODRICH PETROLEUM COMPANY OF
LA-DRS0453-000	MILTON SMITH	LOUISIANA		12/9/1998	1750	399	1244749	LA	Ouachita

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-DRS0454-000	JEANETTE WALL LEWIS AKA DAISY WALL LEWIS ET VIR	KCS RESOURCES INC		2/19/2005	1989	142	1433616	LA	Ouachita
LA-DRS0455-000	MAXINE ELMORE ET AL	WILDHORSE RESOURCES, LLC.		6/1/2011	2266	769	1591483	LA	Ouachita
		ANGELLE & DONOHUE OIL & GAS
LA-WIL0001-001	WARREN D RATCLIFF	PROPERTIES, INC		8/2/1995	61	887	157088	LA	Tensas
LA-WIL0002-001	RUSSELL Y RATCLIFF JR ET AL	KCS RESOURCES, INC		3/14/1996	62	64	158241	LA	Tensas
		ANGELLE & DONOHUE OIL & GAS
LA-WIL0002-002	WARREN D RATCLIFF	PROPERTIES, INC		8/2/1995	61	882	157087	LA	Tensas
LA-WIL0003-000	PATRICIA CURRY BAGWELL ET VIR	KCS RESOURCES, INC		2/8/1996	62	41	158176	LA	Tensas
		ANGELLE & DONOHUE OIL & GAS
LA-WIL0004-001	FRED W JAMES	PROPERTIES, INC		2/17/1995	61	332	156066	LA	Tensas
		ANGELLE & DONOHUE OIL & GAS
LA-WIL0004-002	KATHERYN BERWICK	PROPERTIES, INC		2/16/1995	61	327	156065	LA	Tensas
LA-UNV0001-000	WILLIAM O ROBERTS ET AL	TRITON OIL & GAS CORPORATION		6/21/1979	374	501		LA	Union
LA-CTV0001-001	RUFUS B STINSON ET UX	HOOD PETROLEUM INC		10/11/2004	995	244	479175	LA	Webster
	MARY ALICE PRINCE HARMON INDIV & TRUSTEE
LA-CTV0001-002	RALPH L HARMON TESTAMENTARY TRUST	HOOD PETROLEUM INC		10/11/2004	995	234	479173	LA	Webster
LA-CTV0002-000	ROBERT F HARPER ET UX	HOOD PETROLEUM INC		10/11/2004	994	537	478918	LA	Webster
LA-CTV0003-000	ALMA LYNN DAVIS HICKS	HOOD PETROLEUM INC		10/12/2004	994	528	478916	LA	Webster
LA-CTV0004-000	TEDDIE LEE HANSON ET UX	SOUTHWIND ENERGY COMPANY		5/5/2005	996	570	479695	LA	Webster
LA-CTV0005-001	ILA CUMMINGS WOODARD	HOOD PETROLEUM, INC.		10/11/2004	994	640	478942	LA	Webster
LA-CTV0006-001	ROBERT PYLES ET UX	SOUTHWIND ENERGY COMPANY		12/20/2004	996	129	479496	LA	Webster
LA-CTV0006-002	GEORGE W SHAW SR ET UX	SOUTHWIND ENERGY COMPANY		12/20/2004	996	133	479497	LA	Webster
LA-CTV0007-001	MARY FRANCIS COLE TIDWELL RAWLS ET VIR	HOOD PETROLEUM, INC.		2/8/2005	994	550	478921	LA	Webster
LA-CTV0007-002	EDWARD DEAN COLE ET UX	HOOD PETROLEUM, INC.		2/8/2005	994	554	478922	LA	Webster
LA-CTV0007-003	ELTON FRANK COLE ET AL	HOOD PETROLEUM, INC.		2/8/2005	994	542	478919	LA	Webster
LA-CTV0007-004	JAMES LEE COLE ET UX	HOOD PETROLEUM, INC.		2/8/2005	994	583	478929	LA	Webster
LA-CTV0007-005	DONNIE RAY COLE	CLAYTON WILLIAMS ENERGY, INC.	2/10/2008		1062	262	503566	LA	Webster
LA-CTV0007-006	RONALD DUANE COLE	CLAYTON WILLIAMS ENERGY, INC.		3/3/2008	1062	271	503572	LA	Webster
LA-CTV0008-000	GERTRUDE N HODGES	SOUTHWIND ENERGY COMPANY		2/7/2005	996	146	479500	LA	Webster
LA-CTV0009-000	MARY JOAN BRUMLEY HART MILES S/P	SOUTHWIND ENERGY COMPANY		11/11/2004	996	150	479501	LA	Webster
LA-CTV0010-000	CHARLES LEROY COLE ET UX	HOOD PETROLEUM, INC.		1/21/2005	994	595	478932	LA	Webster
LA-CTV0011-001	RAYFORD L COLE ET AL	HOOD PETROLEUM, INC.		1/21/2005	994	612	478936	LA	Webster
LA-CTV0011-002	MARY COLE	HOOD PETROLEUM, INC.		1/21/2005	994	496	478909	LA	Webster
LA-CTV0013-000	ALBERT W COLE ET AL	SOUTHWIND ENERGY COMPANY		1/26/2005	996	137	479498	LA	Webster
					994	511	478912
LA-CTV0014-001	ROBERT DALE COLE ET UX	HOOD PETROLEUM, INC.		1/25/2005	994	511	478912	LA	Webster
LA-CTV0014-002	DEBORAH COLE BOOKER	HOOD PETROLEUM, INC.		1/25/2005	994	506	478911	LA	Webster
LA-CTV0014-003	BETTY COLE EVANS	HOOD PETROLEUM, INC.		1/25/2005	994	516	478913	LA	Webster
LA-CTV0016-000	SONJA TERESA HART VILLARREAL	SOUTHWIND ENERGY COMPANY		1/17/2005	996	142	479499	LA	Webster
					1009	333	484488
					1060	600	503044
					1074	186	507535
					1100	435	517272
					1009	333	484488
					1060	600	503044
					1074	186	507535
LA-CTV0017-003	RANDALL G HERBERT	SOUTHWIND ENERGY COMPANY	8/1/2005		1100	435	517272	LA	Webster

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1009	303	484483
					1060	610	503049
					1074	164	507528
					1085	750	511755
					1100	441	517274
					1102	199	517952
					1100	447	517276
					1102	210	517960
					1009	303	484483
	JEFFERY C HERBERT INDIV AND AGENT & A-I-F FOR				1060	610	503049
	FRANK JOHN HERBERT, VALERIE DEE HERBERT, SARAH				1074	164	507528
	ELIZABETH HERBERT				1085	750	511755
	AGENT AND A-I-F FOR FRANK JOHN HERBERT				1100	441	517274
	VALERIE DEE HERBERT				1102	199	517952
	SARAH ELIZABETH HERBERT AND AS				1100	447	517276
LA-CTV0017-004	TRUSTEE OF THE JACOB JOSEPH BAKER TRUST	SOUTHWIND ENERGY COMPANY		8/1/2005	1102	210	517960	LA	Webster
LA-CTV0020-000	JAMES L HOLTZCLAW ET UX	HOOD PETROLEUM, INC.		2/15/2006	1012	638	485366	LA	Webster
LA-CTV0021-001	CHARLES THOMAS HAMMETT ET UX	HOOD PETROLEUM, INC.		6/16/2006	1020	239	488401	LA	Webster
	DALE MORTON AKA LAWRENCE DALE HOOVER
LA-CTV0022-000	MORTON	HOOD PETROLEUM, INC.		6/20/2006	1020	252	488404	LA	Webster
LA-CTV0023-000	DENNIS FLOWERS	HOOD PETROLEUM, INC.		6/22/2006	1021	182	488751	LA	Webster
LA-CTV0024-000	EMALENE TODD ROBINS	HOOD PETROLEUM, INC.		7/17/2006	1025	616	490301	LA	Webster
	CORNERSTONE BAPTIST CHURCH OF COTTON VALLEY
	LOUISIANA
	A NON-PROFIT RELIGIOUS CORPORATION,
	REPRESENTED HEREIN BY ITS DULY AUTHORIZED
LA-CTV0025-000	DIRECTOR, REV. FRANK A DELOACH	HOOD PETROLEUM, INC.		8/21/2006	1025	586	490295	LA	Webster
LA-CTV0026-001	GEORGE W SHAW SR ET UX	CLAYTON WILLIAMS ENERGY, INC.		11/15/2007	1057	791	501885	LA	Webster
LA-CTV0026-002	ROBERT PYLES ET UX	CLAYTON WILLIAMS ENERGY, INC.		11/15/2007	1057	799	501887	LA	Webster
LA-CTV0027-000	SHERMAN W SINCLAIR JR ET UX	CLAYTON WILLIAMS ENERGY, INC.		1/4/2008	1057	795	501886	LA	Webster
LA-CTV0031-MIN	DORIS COX BLANCHE	CLAYTON WILLIAMS ENERGY, INC.		8/3/2008	1071	383	506538	LA	Webster
LA-CTV0033-000	CLAYTON M PARRISH	HOOD PETROLEUM INC		2/7/2005	994	600	478933	LA	Webster
LA-CTV0039-001	FRANCES WALKER STEPHENS	CLAYTON WILLIAMS ENERGY INC		12/28/2005	1013	551	485726	LA	Webster
LA-CTV0039-002	EDNA MAE WALKER POWELL	CLAYTON WILLIAMS ENERGY INC		12/28/2005	1013	505	485714	LA	Webster
LA-CTV0039-003	DONALD E WALKER	CLAYTON WILLIAMS ENERGY INC		12/14/2005	1013	502	485713	LA	Webster
LA-CTV0039-004	BURNIS L WALKER	CLAYTON WILLIAMS ENERGY INC		12/14/2005	1013	499	485712	LA	Webster
LA-CTV0039-005	BELVE FRANKLIN WALKER	CLAYTON WILLIAMS ENERGY INC		12/14/2005	1013	496	485711	LA	Webster
LA-CTV0039-006	BERNICE WALKER ANDREWS	CLAYTON WILLIAMS ENERGY INC		12/14/2005	1013	493	485710	LA	Webster
LA-CTV0039-007	CHARLES R MCBRIDE III	CLAYTON WILLIAMS ENERGY INC		12/14/2005	1013	487	485708	LA	Webster
LA-CTV0039-008	CLYDE W MCBRIDE	CLAYTON WILLIAMS ENERGY INC		12/14/2005	1013	490	485709	LA	Webster
LA-CTV0040-000	CHARLES S EADY	CLAYTON WILLIAMS ENERGY INC		1/18/2006	1013	476	485705	LA	Webster
LA-CTV0041-000	MICHAEL SANFORD LAND ET UX	CLAYTON WILLIAMS ENERGY INC		1/18/2006	1013	473	485704	LA	Webster
LA-CTV0042-000	DORIS ROBERTS SIMMONS	CLAYTON WILLIAMS ENERGY INC		1/19/2006	1013	467	485702	LA	Webster
LA-CTV0043-000	JIMMIE MARGENE WINNINGHAM LIVELY	CLAYTON WILLIAMS ENERGY INC		5/15/2006	1018	811	487865	LA	Webster
LA-CTV0044-000	CHARLES STEVENS EADY	CLAYTON WILLIAMS ENERGY INC		5/17/2006	1020	75	488331	LA	Webster
LA-CTV0045-000	BOYCE E SKAGGS JR ET AL	CLAYTON WILLIAMS ENERGY INC		10/9/2006	1027	600	490908	LA	Webster
LA-CTV0046-001	EDITH TOLER YAO	CLAYTON WILLIAMS ENERGY INC		3/22/2007	1039	175	495083	LA	Webster
LA-CTV0047-000	CHAD LEE HOLLOWAY ET UX	CLAYTON WILLIAMS ENERGY INC		7/1/2007	1046	705	497759	LA	Webster
LA-CTV0048-001	RACHEL LEE FOLSOM HOLLOWAY	CLAYTON WILLIAMS ENERGY INC		7/1/2007	1046	697	497757	LA	Webster
					1046	701	497758
LA-CTV0048-002	RICHARD LEE HOLLOWAY ET UX	CLAYTON WILLIAMS ENERGY INC		7/1/2007	1046	701	497758	LA	Webster

Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
					1049	703	498931
LA-CTV0048-003	STEPHEN HENRY HOLLOWAY ET UX	CLAYTON WILLIAMS ENERGY INC		7/1/2007	1049	703	498931	LA	Webster
LA-CTV0049-001	PATRICIA ELAINE HINTON	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	523	485719	LA	Webster
LA-CTV0049-002	EMILIE SUSAN WATSON	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	519	485718	LA	Webster
LA-CTV0050-001	JAMES CLYDE SPURLIN	CLAYTON WILLIAMS ENERGY INC		11/22/2005	1013	483	485707	LA	Webster
LA-CTV0050-002	MARY LOUISE HINES HOLLAND ET AL	CLAYTON WILLIAMS ENERGY INC		11/22/2005	1013	479	485706	LA	Webster
LA-CTV0051-001	HENRY G HOBBS ET UX	CLARK ENERGY COMPANY INC		10/12/2004	989	793	477399	LA	Webster
	MOLLIE HELEN HOLLOWAY SEWELL ESTATE				998	41	480215
LA-CTV0051-002	THEODORE HOLLOWAY ADMINSTRATOR	CLARK ENERGY COMPANY INC		7/19/2005	998	41	480215	LA	Webster
LA-CTV0051-003	WILLIAM T BOWEN	CLAYTON WILLIAMS ENERGY INC		2/1/2006	1013	470	485703	LA	Webster
LA-CTV0051-004	REBECCA RAE PERRYMAN MARTIN ET AL	CLAYTON WILLIAMS ENERGY INC		2/6/2006	1013	554	485727	LA	Webster
LA-CTV0051-005	JUDY DEAN MARTIN RICE	CLAYTON WILLIAMS ENERGY INC		2/6/2006	1013	557	485728	LA	Webster
LA-CTV0051-006	BRUCE EDWIN MARTIN	CLAYTON WILLIAMS ENERGY INC		2/6/2006	1013	560	485729	LA	Webster
LA-CTV0051-007	GLASS PROPERTIES LLC	CLAYTON WILLIAMS ENERGY INC		3/1/2006	1018	822	487869	LA	Webster
LA-CTV0052-001	HARRY LUTHER BROWN ET AL	CLAYTON WILLIAMS ENERGY INC		12/5/2005	1013	515	485717	LA	Webster
LA-CTV0052-002	RUTH BARNELL BROWN EDWARDS	CLAYTON WILLIAMS ENERGY INC		12/5/2005	1013	511	485716	LA	Webster
LA-CTV0053-001	DURWARD KENNETH STUTTS	CLAYTON WILLIAMS ENERGY INC		12/1/2005	1013	508	485715	LA	Webster
LA-CTV0053-002	CECIL E RAMEY JR ET UX	CLAYTON WILLIAMS ENERGY INC		12/1/2005	1013	464	485701	LA	Webster
	MARY JUNE MCCLURE COYLE
LA-CTV0053-003	DELTON BERNARD COYLE JR AGENT & A/I/F	CLAYTON WILLIAMS ENERGY INC		4/23/2007	1040	242	495504	LA	Webster
LA-CTV0054-001	DOROTHY ELAINE VANCE ET AL	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	543	485724	LA	Webster
LA-CTV0054-002	GARY EDWARD ROLLER	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	535	485722	LA	Webster
LA-CTV0055-001	DOROTHY ELAINE VANCE ET AL	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	547	485725	LA	Webster
LA-CTV0055-002	GARY EDWARD ROLLER	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	539	485723	LA	Webster
LA-CTV0056-001	PATRICIA ELAINE HINTON	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	531	485721	LA	Webster
LA-CTV0056-002	EMILIE SUSAN WATSON	CLAYTON WILLIAMS ENERGY INC		11/21/2005	1013	527	485720	LA	Webster
LA-CTV0057-000	RICHARD A BARRON	CLAYTON WILLIAMS ENERGY INC		8/8/2006	1023	777	489720	LA	Webster
LA-CTV0058-000	MURPHY BLUME HORTON	CLARK ENERGY COMPANY INC		11/17/2004	984	371	475074	LA	Webster
					960	364	465596
LA-DKE0001-001	BETTY LENNARD PATTERSON	KCS RESOURCES INC		9/9/2003	960	364	465596	LA	Webster
					961	315	466064
LA-DKE0001-002	LORENE RUTH LENNARD WARWICK ET AL	KCS RESOURCES INC		9/9/2003	961	315	466064	LA	Webster
					961	345	466070
LA-DKE0001-003	JENNIFER ROBIN LENNARD JONES	KCS RESOURCES INC		9/9/2003	961	345	466070	LA	Webster
					961	320	466065
					961	320	466065
LA-DKE0001-004	RONALD RALPH LENNARD ET UX	KCS RESOURCES INC		9/9/2003	961	320	466065	LA	Webster
					961	330	466067
LA-DKE0001-005	MAURICE LENNARD BAIRD	KCS RESOURCES INC		9/9/2003	961	330	466067	LA	Webster
LA-DKE0001-006	BRENDA KATHRYN LENNARD SLEDGE ET AL	KCS RESOURCES INC		9/9/2003	961961	325325	466066466066	LA	Webster
LA-DKE0001-007	RICHARD MARK LENNARD ET UX	KCS RESOURCES INC		9/9/2003	961961	339339	466069466069	LA	Webster
LA-DKE0002-000	TOM SALE CROCKER ET AL	KCS RESOURCES INC		10/21/2003	964	299	467256	LA	Webster
	CLEONE HAYNES HODGES LIVING TRUST
LA-DKE0003-000	CLEONE HAYNES HODGES INDIVIDUALLY AND TRUSTEE KCS RESOURCES INC			7/23/2003	957957	570570	464547464547	LA	Webster
LA-RL30234-000	LA ES-55070 USA	WINCHESTER PRODUCTION COMPANY		11/8/2007				LA	Webster

Exhibit F

Company Contract #

Counterparty Contract #

Counterparty (Original)

Company (Original)

Counterparty (Successor/Assignee)

Company (Successor/Assignee)

Effective Date

Term

Term

Notice

Type

Fields

Intrastate Gas Transportation

NLA0100GTH

PEL1569TSA

Pelico Pipeline LLC

WildHorse Resources LLC

Pelico Pipeline LLC

WildHorse Resources LLC

7/1/2010

6/30/2011

MTM

30

Agreement

Winchester Production

Gas Gathering, Processing &

NLA0101GTH

MIN1349PRO

DCP Assets Holding LP

Company

DCP Assets Holding LP

WildHorse Resources LLC

5/1/2007

10/31/2007

MTM

30

Purchase Agreement

Redland

Gas Gathering, Processing &

NLA0101GTHA1

MIN1349PROA

DCP Assets Holding LP

WildHorse Resources LLC

DCP Assets Holding LP

WildHorse Resources LLC

7/1/2010

MTM

30

Purchase Agreement

Redland

Gas Gathering, Processing &

NLA0101GTHA2

MIN1349PROA

DCP Assets Holding LP

WildHorse Resources LLC

DCP Assets Holding LP

WildHorse Resources LLC

4/1/2011

4/30/2012

MTM

30

Purchase Agreement

Redland

Gulf South Pipeline Company

Pipeline Interconnect

NLA0104OTH

LP

Strand Energy LC

Gulf South Pipeline Company LP

WildHorse Resources LLC

3/8/2005

Agreement

Lucky

Compression, Dehydration and

NLA0105GTH

Hunt Petroleum Corporation

Stratland Exploration Company

Hunt Petroleum Corporation

WildHorse Resources LLC

8/1/2005

MTM

30

Gas Gathering Agreement

Lucky

Winchester Production

Agreement For Rental of Excess

NLA0106GTH

Apache Corporation

Company

JAG Operating LLC

WildHorse Resources LLC

5/22/2007

MTM

30

Line Capacity

Redland

Agreement For Rental of Excess

NLA0106GTHA1

JAG Operating LLC

WildHorse Resources LLC

JAG Operating LLC

WildHorse Resources LLC

6/1/2010

MTM

30

Line Capacity

Carterville North

Agreement For Rental of Excess

NLA0106GTHA2

JAG Operating LLC

WildHorse Resources LLC

JAG Operating LLC

WildHorse Resources LLC

5/18/2011

MTM

30

Line Capacity

Redland

Samson Contour Energy E&P

NLA0107SLE

LLC

WildHorse Resources LLC

Samson Contour Energy E&P LLC

WildHorse Resources LLC

3/30/2010

3/30/2011

MTM

30

Gas Purchase Agreement

Rocky Mount

NLA0116GTH

3008

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

5/1/2011

4/30/2014

90

Gas Gathering Agreement

Lisbon, Ruston

Gas Gathering Agreement

NLA0116GTHA1

3008

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

7/21/2011

90

Amendment

Lisbon, Ruston

Cornerstone Gas Processing,

InterCoast Gas Services

Gas Gathering, Processing and

NLA0148GTH

3162

Inc.

Company

Regency Field Services LLC

WildHorse Resources LLC

2/1/1995

1/1/2000

YTY

30

Purchase Agreement

Ruston Field, Gibson 32-1 well

Gas Gathering, Processing and

Purchase Agreement

NLA0148GTHA1

3162

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

6/14/2011

Amendment

Ruston Field, Gibson 32-1 well

Cornerstone Gas Processing,

InterCoast Gas Services

Gas Gathering and Processing

NLA0149GTH

5787

Inc.

Company

Regency Field Services LLC

WildHorse Resources LLC

2/1/1995

1/31/2000

YTY

30

Agreement Amendment

West Lisbon & Calhoun Fields

Gas Gathering, Processing and

Purchase Agreement

NLA0149GTHA1

5787

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

6/14/2011

Amendment

West Lisbon & Calhoun Fields

Gas Gathering, Processing and

Purchase Agreement

NLA0149GTHA2

5787

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

8/17/2012

Amendment

West Lisbon & Calhoun Fields

Gas Gathering, Processing and

Purchase Agreement

NLA0149GTHA3

5787

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

5/1/2013

Amendment

West Lisbon & Calhoun Fields

Gas Gathering, Processing and

Purchase Agreement

NLA0149GTHA4

5787

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

5/1/2013

Amendment

West Lisbon & Calhoun Fields

Gas Gathering, Processing and

Purchase Agreement

NLA0149GTHA5

5787

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

7/1/2013

Amendment

West Lisbon & Calhoun Fields

PanEnergy Louisiana

Comstock Oil & Gas - Louisiana,

Terryville / Hico Knowles

NLA0157SLE

PEL1498PUR

Intrastate, LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

8/1/2005

3/31/2006

MTM

30

Gas Purchase Agreement

Comstock Wells

Comstock Oil & Gas - Louisiana,

Gas Purchase Agreement

Terryville / Hico Knowles

NLA0157SLEA1

PEL1498PUR

Pelico Pipeline LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

9/1/2007

MTM

30

Amendment

Comstock Wells

Comstock Oil & Gas - Louisiana,

Gas Purchase Agreement

Terryville / Hico Knowles

NLA0157SLEA2

PEL1498PUR

Pelico Pipeline LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

10/1/2007

MTM

30

Amendment

Comstock Wells

Comstock Oil & Gas - Louisiana,

Gas Purchase Agreement

Terryville / Hico Knowles

NLA0157SLEA3

PEL1498PUR

Pelico Pipeline LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

1/1/2008

MTM

30

Amendment

Comstock Wells

Comstock Oil & Gas - Louisiana,

Gas Purchase Agreement

Terryville / Hico Knowles

NLA0157SLEA4

PEL1498PUR

Pelico Pipeline LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

3/1/2008

MTM

30

Amendment

Comstock Wells

Comstock Oil & Gas - Louisiana,

Gas Purchase Agreement

Terryville / Hico Knowles

NLA0157SLEA5

PEL1498PUR

Pelico Pipeline LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

7/1/2008

MTM

30

Amendment

Comstock Wells

Comstock Oil & Gas - Louisiana,

Gas Purchase Agreement

Terryville / Hico Knowles

NLA0157SLEA6

PEL1498PUR

Pelico Pipeline LLC

LLC

Pelico Pipeline LLC

WildHorse Resources LLC

8/1/2008

MTM

30

Amendment

Comstock Wells

Company Contract #

Counterparty Contract #

Counterparty (Original)

Company (Original)

Counterparty (Successor/Assignee)

Company (Successor/Assignee)

Effective Date

Term

Term

Notice

Type

Fields

NLA0159GTH

MIN1308PRO

Duke Energy Field Services, LP

Comstock Oil & Gas Inc

DCP Assets Holding LP

WildHorse Resources LLC

11/1/2004

10/31/2005

YTY

30

Gas Gathering Agreement

Hico Knowles Britt A-1 well

Regency Gas Gathering and

Sugar Creek Producing

Gas Gathering and Processing

NLA0173PRO

3806

Processing LLC

Company

Regency Field Services LLC

WildHorse Resources LLC

1/7/2005

11/30/2009

YTY

60

Agreement

Sugar Creek Field, Lincoln Parish

Regency Gas Gathering and

Sugar Creek Producing

Gas Gathering and Processing

NLA0173PROA1

3806

Processing LLC

Company

Regency Field Services LLC

WildHorse Resources LLC

5/1/2013

YTY

60

Agreement Amendment

Sugar Creek Field, Lincoln Parish

Regency Gas Gathering and

Sugar Creek Producing

Gas Gathering and Processing

NLA0173PROA2

3806

Processing LLC

Company

Regency Field Services LLC

WildHorse Resources LLC

5/1/2013

YTY

60

Agreement Amendment

Sugar Creek Field, Lincoln Parish

Regency Gas Gathering and

Sugar Creek Producing

Gas Gathering and Processing

NLA0173PROA3

3806

Processing LLC

Company

Regency Field Services LLC

WildHorse Resources LLC

7/1/2013

YTY

60

Agreement Amendment

Sugar Creek Field, Lincoln Parish

Regency Gas Gathering and

Sugar Creek Producing

Gas Gathering and Processing

NLA0173PROA4

3806

Processing LLC

Company

Regency Field Services LLC

WildHorse Resources LLC

2/1/2014

YTY

60

Agreement Amendment

Sugar Creek Field, Lincoln Parish

NLA0175GTH

3747

Dominion Gas Ventures

BP America Company

Regency Field Services LLC

WildHorse Resources LLC

9/30/2004

8/31/2009

YTY

60

Gas Gathering Agreement

Spider Field, Desoto Parish

Gas Gathering Agreement

NLA0175GTHA1

3747

Regency Field Services LLC

BP America Company

Regency Field Services LLC

WildHorse Resources LLC

6/8/2008

Amendment

Spider Field, Desoto Parish

Gas Gathering Agreement

NLA0175GTHA2

3747

Regency Field Services LLC

BP America Company

Regency Field Services LLC

WildHorse Resources LLC

9/30/2008

Amendment

Spider Field, Desoto Parish

NLA0183GTH

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

11/1/2012

12/31/2020

MTM

60

Gas Gathering Agreement

New Contract for Terryville

NLA0183GTHA1

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

12/17/2012

12/31/2020

MTM

60

Gas Gathering Agreement

Terryville Field

NLA0183GTHA2

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

1/17/2013

12/31/2020

MTM

60

Gas Gathering Agreement

Terryville Field

NLA0183GTHA3

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

2/4/2013

12/31/2020

MTM

60

Gas Gathering Agreement

Terryville Field

Gas Gathering Agreement

NLA0183GTHA4

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

4/1/2013

12/31/2020

MTM

60

Amendment and Restatement

Terryville Field

Gas Gathering Agreement

NLA0183GTHA5

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

6/1/2013

12/31/2020

MTM

60

Amendment

Terryville Field

Gas Gathering Agreement

NLA0183GTHA6

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

7/1/2013

12/31/2020

MTM

60

Amendment

Terryville Field

Gas Gathering Agreement

NLA0183GTHA7

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

10/1/2013

12/31/2020

MTM

60

Amendment

Terryville Field

Gas Gathering Agreement

NLA0183GTHA8

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

12/1/2013

12/31/2020

MTM

60

Amendment

Terryville Field

NLA0188SLE

PEL1546PUR

DCP Assets Holding LP

Plantation Operating LLC

DCP Assets Holding LP

WildHorse Resources LLC

6/1/2008

5/31/2011

MTM

30

Gas Purchase Agreement

Liberty Hills

NLA0196GTH

MIN1324PRO

Duke Energy Field Services, LP

KCS Resources, Inc.

Duke Energy Field Services, LP

WildHorse Resources LLC

10/1/2005

9/30/2008

YTY

30

Gas Gathering Agreement

Hodges 33-1 Webster Parish

InterCoast Gas Services

NLA0197SLE

MIN1099PUR

PanEnergy Field Services Inc

Company

Duke Energy Field Services, LP

WildHorse Resources LLC

1/1/1996

12/31/1999

MTM

30

Gas Purchase Agreement

Cook 31-1 Hico Knowles Field

Gas Gathering Agreement

NLA0183GTHA9

3400

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

2/1/2014

12/31/2020

MTM

60

Amendment

Terryville Field

NLA0199GTH

3213GGA

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

6/1/2012

5/31/2013

YTY

90

Gas Gathering Agreement

Gibson 32-1 Ruston Field

NLA0208SLE

EROC Gathering Company L.P.

Chesapeake Louisiana, L.P.

EROC Gathering Company L.P.

WildHorse Resources LLC

10/1/2008

7/31/2009

YTY

60

Gas Purchase Agreement

Simsboro Questar operated wells

CenterPoint Energy Services

NLA0209SLE

700626

Inc

WildHorse Resources LLC

CenterPoint Energy Services Inc

WildHorse Resources LLC

5/1/2013

MTM

30

Gas Purchase Agreement

Ruston Mitcham #1

Southern Natural Gas

Construction and Operations

Midland Receipt Point, Spider

NLA0201OTH

CIOM3769NEX

Company

ARCO Oil and Gas Company

Regency Field Services LLC

WildHorse Resources LLC

7/1/1994

Agreement

Field

Colvin 6-1, Campbell 17-1 and

NLA0214GTH

3018GGP

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

6/1/2013

5/31/2014

YTY

90

Gas Gathering Agreement

King 1

PanEnergy Louisiana

Chesapeake Energy Marketing

Intrastate Gas Transportation

Indigo Wells (see exhibit A for

NLA0221GTH

PEL1504TSAB

Intrastate, LLC

Inc.

Pelico Pipeline LLC

WildHorse Resources LLC

1/1/2006

MTM

30

Agreement

meters)

Intrastate Gas Transportation

Indigo Wells Add Meters See

NLA0221GTHA1

PEL1504TSAB

Pelico Pipeline LLC

Indigo Minerals LLC

Pelico Pipeline LLC

Indigo Minerals LLC

12/1/2010

11/30/2017

MTM

30

Agreement

contract for term

Company Contract #

Counterparty Contract #

Counterparty (Original)

Company (Original)

Counterparty (Successor/Assignee)

Company (Successor/Assignee)

Effective Date

Term

Term

Notice

Type

Fields

Intrastate Gas Transportation

Indigo Wells Add Meters See

NLA0221GTHA2

PEL1504TSAB

Pelico Pipeline LLC

WildHorse Resources LLC

Pelico Pipeline LLC

WildHorse Resources LLC

8/1/2013

11/30/2017

MTM

30

Agreement

contract for term

Intrastate Gas Transportation

NLA0221GTHA3

PEL1504TSAB

Pelico Pipeline LLC Duke Energy Field Services

WildHorse Resources LLC

Pelico Pipeline LLC

WildHorse Resources LLC

12/1/2013

11/30/2017

MTM

30

Agreement

Add Meters

NLA0223SLE

PEL1366PUR

Marketing, LP

KCS Resources, Inc.

Pelico Pipeline LLC

WildHorse Resources LLC

8/1/2003

7/31/2004

MTM

30

Gas Purchase Agreement

Napper CDP

Gas Gathering Agreement Note

Colvin 6-1, Campbell 17-1 and

NLA0214GTH S1

3018GGP

Regency Field Services LLC

WildHorse Resources LLC

Regency Field Services LLC

WildHorse Resources LLC

6/1/2013

5/31/2014

YTY

90

to File

King 1

NLA0225SLE

PEL1548PUR

DCP Assets Holding LP

Indigo Minerals LLC

DCP Assets Holding LP

WildHorse Resources LLC

8/1/2008

7/31/2013

MTM

30

Gas Purchase Agreement

Indigo Properties

Gas Purchase Agreement

NLA0225SLEA1

PEL1548PUR

DCP Assets Holding LP

Indigo Minerals LLC

DCP Assets Holding LP

WildHorse Resources LLC

9/1/2008

7/31/2013

MTM

30

Amendment

Indigo Properties

Gas Purchase Agreement

NLA0225SLEA2

PEL1548PUR

DCP Assets Holding LP

Indigo Minerals LLC

DCP Assets Holding LP

WildHorse Resources LLC

4/1/2009

7/31/2013

MTM

30

Amendment

Indigo Properties

Gas Purchase Agreement

NLA0225SLEA3

PEL1548PUR

DCP Assets Holding LP

Indigo Minerals LLC

DCP Assets Holding LP

WildHorse Resources LLC

12/1/2010

11/30/2017

YTY

90

Amendment

Indigo Properties

Gas Purchase Agreement

NLA0225SLEA4

PEL1548PUR

DCP Assets Holding LP

Indigo Minerals LLC

DCP Assets Holding LP

WildHorse Resources LLC

12/1/2010

11/30/2017

YTY

90

Amendment

Indigo Properties

Gas Gathering & Processing

NLA0226GTH

MIN1380PRO

DCP Assets Holding LP

Indigo Minerals LLC

DCP Assets Holding LP

WildHorse Resources LLC

12/1/2010

11/30/2017

YTY

90

Agreement

Indigo Properties

Agreement For Rental of Excess

NLA0106GTH S1

JAG Operating LLC

WildHorse Resources LLC

JAG Operating LLC

WildHorse Resources LLC

11/15/2013

MTM

30

Line Capacity

Redland

NLA0224GTH

Regency Intrastate Gas LP

El Paso E&P Company, LP

Regency Intrastate Gas LP

WildHorse Resources LLC

3/29/2009

EXHIBIT G

PLANT DESIGN SPECIFICATIONS

Gas received at the Point of Delivery is expected to have the specifications set forth below:

*

* - Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

EXHIBIT G – Page -1-

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Memorial Resource Development Corp.:

We consent to the use of (i) our report dated February 6, 2014, with respect to the balance sheet of Memorial Resource Development Corp. as of January 31, 2014 and (ii) our report dated April 4, 2014, with respect to the consolidated and combined balance sheets of Memorial Resource Development LLC and subsidiaries as of December 31, 2013 and 2012, and the related consolidated and combined statements of operations, equity, and cash flows for each of the years then ended, and Schedule I—Condensed Financial Information, included herein and to the reference to our firm under the heading “Experts” in the registration statement.

As discussed in Note 1 to the consolidated and combined financial statements of Memorial Resource Development LLC and subsidiaries, the balance sheets, and the related statements of operations, equity, and cash flows have been prepared on a combined basis of accounting.

/s/ KPMG LLP

Dallas, TX

May 2, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to (1) the inclusion in or incorporation by reference into the Registration Statement on Form S-1 (including any amendments, supplements or exhibits thereto, any prospectus that is a part thereof, and any financial statements) of Memorial Resource Development Corp. (the “Registration Statement”) of (a) our report, dated April 3, 2014, with respect to estimates of proved reserves and future net revenues to the Memorial Resource Development LLC interest, as of December 31, 2013; (b) our audit letter, dated April 24, 2014, with respect to estimates of probable and possible reserves and future net revenues to the Memorial Resource Development LLC interest, as of December 31, 2013; and (c) our report, dated January 30, 2014, with respect to estimates of reserves and future net revenues to the combined interest of Memorial Production Partners LP and its subsidiaries, as of December 31, 2013; and (2) all references to our firm or such reports included in or incorporated by reference into the Registration Statement.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ C.H. (Scott) Rees III
	C.H. (Scott) Rees III, P.E.
	Chairman and Chief Executive Officer

Dallas, Texas

May 2, 2014

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints John A. Weinzierl and Kyle N. Roane, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to the Registration Statement on Form S-1 (File No. 333-195062) of Memorial Resource Development Corp., to sign any registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of May, 2014.

By:	/s/ Andrew J. Cozby
	Andrew J. Cozby