Exhibit 2.1

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING
THE DEBTORS’ (A) DISCLOSURE STATEMENT PURSUANT TO SECTIONS
1125 AND 1126(b) OF THE BANKRUPTCY CODE, (B) SOLICITATION OF
VOTES AND VOTING PROCEDURES, AND (C) FORMS OF BALLOTS, AND
(II) CONFIRMING THE AMENDED JOINT PREPACKAGED CHAPTER 11
PLAN OF HALCÓN RESOURCES CORPORATION, ET AL.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Halcón Resources Corporation (“Holdings”) and its affiliated debtors in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), as debtors and debtors in possession (collectively, the “Debtors”), having proposed and filed:

(A)                               that certain Joint Prepackaged Plan of Halcón Resources Corporation, Et Al. Under Chapter 11 of the Bankruptcy Code, dated June 20, 2016 (ECF No. 16) and filed with the United States Bankruptcy Court for the District of Delaware (the “Court”) on July 27, 2016, as amended on September 2, 2016 (ECF No. 185 (as supplemented by the Plan Supplement (as defined below), and as otherwise modified, amended or supplemented in accordance with the terms thereof and this Order, the “Plan(2)”), annexed hereto as Exhibit A;

(1)  The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Halcón Resources Corporation (0684); Halcón Holdings, Inc. (5102); HK Resources, LLC (9194); The 7711 Corporation (4003); Halcón Gulf States, LLC (2976); Halcón Louisiana Operating, L.P. (9727); Halcón Field Services, LLC (0280); Halcón Energy Properties, Inc. (5292); Halcón Operating Co., Inc. (3588); Halcón Williston I, LLC (9550); Halcón Williston II, LLC (9676); Halcón Resources Operating, Inc. (4856); HRC Energy Louisiana, LLC (1433); HRC Energy Resources (WV), Inc. (2713); HRC Production Company (3501); Halcón Energy Holdings, LLC (0538); HRC Energy, LLC (5010); HK Energy, LLC (8956); HK Louisiana Operating, LLC (4549); HK Oil & Gas, LLC (0502); HK Energy Operating, LLC (8107); HRC Operating, LLC (5129).  The Debtors’ mailing address is 1000 Louisiana Street, Suite 6700, Houston, Texas 77002.

(2)  Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Plan.

(B)                               that certain supplement to the Plan, dated and filed with the Court on September 2, 2016 (ECF No. 187) (as the documents contained therein have been or may be further amended, modified or supplemented from time to time, the “Plan Supplement”);

(C)                               that certain Disclosure Statement for Joint Prepackaged Plan of Halcón Resources Corporation, Et Al. Under Chapter 11 of the Bankruptcy Code, dated June 20, 2016 (ECF No. 17) and filed with the Court on July 27, 2016 (the “Disclosure Statement”); and

(D)                               appropriate ballots (the “Ballots”) for voting on the Plan, in the forms attached as Exhibits “B-1” through “B-7” to the Debtors’ Motion for Entry of an Order (i) Scheduling Combined Hearing on (a) Adequacy of Disclosure Statement and (b) Confirmation of Prepackaged Plan; (ii) Fixing Deadline to Object to Disclosure Statement and Prepackaged Plan; (iii) Approving Prepetition Solicitation Procedures and Form and Manner of Notice of Commencement, Combined Hearing, and Objection Deadline; (iv) Conditionally (a) Directing the United States Trustee not to Convene Section 341 Meeting of Creditors and (b) Waiving Requirement of Filing Statements of Financial Affairs and Schedules of Assets and Liabilities; and (v) Granting Related Relief, dated July 27, 2016 (ECF No. 7) (the “Scheduling Motion”), with such Ballots having been duly transmitted to the holders of Claims and Interests in compliance with the procedures (the “Solicitation Procedures”) set forth in the Scheduling Motion and conditionally approved by the Court pursuant to the Scheduling Order (as defined below), as evidenced by that certain Declaration of Jane Sullivan on Behalf of Epiq Bankruptcy Solutions, LLC, Regarding Service of Solicitation Packages and Tabulation of Ballots Cast on Joint Prepackaged Plan of Reorganization of Halcón Resources Corporation, et al. Under Chapter 11 of the Bankruptcy Code, dated July 27, 106 (ECF No. 18) (the “Voting Certification”);

and the Court having entered the Order (i) Scheduling Combined Hearing on (a) Adequacy of Disclosure Statement and (b) Confirmation of Prepackaged Plan; (ii) Fixing Deadline to Object to Disclosure Statement and Prepackaged Plan; (iii) Approving Prepetition Solicitation Procedures and Form and Manner of Notice of Commencement, Combined Hearing, and Objection Deadline; (iv) Conditionally (a) Directing the United States Trustee not to Convene Section 341 Meeting of Creditors and (b) Waiving Requirement of Filing Statements of Financial Affairs and Schedules of Assets and Liabilities; and (v) Granting Related Relief, on July 29, 2017 (ECF No. 50) (the “Scheduling Order”), which, among other things, conditionally

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approved the Solicitation Procedures and scheduled the combined hearing to approve the Disclosure Statement and consider confirmation of the Plan for September 8, 2016 (the “Combined Hearing”); and due and proper notice of the Combined Hearing (the “Combined Notice”) having been given to holders of Claims against and Interests in the Debtors and other parties in interest in compliance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Scheduling Order, and the Solicitation Procedures, as established by the affidavits of service, mailing, and/or publication filed with the Court, including (i) the Affidavit of Service of Forrest Kuffer regarding the service of the Combined Notice, dated August 9, 2016 (ECF No. 93), (ii) the Certificate of Publication—Houston Chronicle, dated August 12, 2016 (ECF No. 103), and (iii) Certificate of Publication —USA Today, dated August 12, 2016 (ECF No. 104) (such affidavits, collectively, the “Notice Affidavits”), and such notice being sufficient under the circumstances and no further notice being required; and due and proper notice of the Plan Supplement having been given to holders of Claims against and Interests in the Debtors and other parties in interest in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Solicitation Procedures, as established by the Affidavit of Service of Cassandra Murray, dated September 7, 2016 (ECF No. 195]), and such filings and notices thereof being sufficient under the circumstances and no further notice being required; and based upon and after full consideration of the entire record of the Combined Hearing, including (i) the Disclosure Statement, (i) the Plan (including the Plan Supplement), (iii) the Voting Certification, and (iv) the Declaration of Stephen W. Herod in Support of Debtors’ Request for (i) Approval of Debtors’ Disclosure Statement, (ii) Final Approval of Solicitation Procedures, (iii) Confirmation

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of Amended Joint Prepackaged Plan of Halcón Resources Corporation, Et Al. Under Chapter 11 of the Bankruptcy Code and (iv) Omnibus Reply to Confirmation Objections, dated September 2, 2016 (ECF No. 189) (the “Confirmation Declaration”); and any objections or responses to the approval of the Disclosure Statement and/or confirmation of the Plan all having been withdrawn, resolved or otherwise overruled by the Court; and the Court being familiar with the Disclosure Statement and the Plan and other relevant factors affecting the Chapter 11 Cases; and the Court being familiar with, and having taken judicial notice of, the entire record of the Chapter 11 Cases; and upon the arguments of counsel and the evidence proffered and adduced at the Combined Hearing; and the Court having found and determined that the Disclosure Statement should be approved and the Plan should be confirmed as reflected by the Court’s rulings made herein and at the Combined Hearing; and after due deliberation and sufficient cause appearing therefor; the Court hereby FINDS, DETERMINES, AND CONCLUDES that:

FINDINGS OF FACT AND CONCLUSIONS OF LAW

A.                                    Findings and Conclusions.  The findings and conclusions set forth herein and in the record of the Combined Hearing constitute the Court’s findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules 7052 and 9014.  To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such.  To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

B.                                    Jurisdiction, Venue, Core Proceeding (28 U.S.C. §§ 157(b)(2), 1334(a)).  The Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012.  Approval of the Disclosure Statement and

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confirmation of the Plan are core proceedings pursuant to 28 U.S.C. § 157(b) and this Court has jurisdiction to enter a final order with respect thereto.  The Debtors are eligible debtors under section 109 of the Bankruptcy Code.  Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.  The Debtors are proper plan proponents under section 1121(a) of the Bankruptcy Code.

C.                                    Chapter 11 Petitions.  On July 27, 2016 (the “Petition Date”), each Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code.  The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.  No trustee or examiner has been appointed pursuant to section 1104 of the Bankruptcy Code.  No statutory committee of unsecured creditors has been appointed pursuant to section 1102 of the Bankruptcy Code.  Further, in accordance with an order of this Court, the Debtors’ cases are being jointly administered pursuant to Bankruptcy Rule 1015(b).

D.                                    Judicial Notice.  The Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Court, including all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held before the Court during the pendency of the Chapter 11 Cases.

E.                                     Burden of Proof.  Each of the Debtors has met the burden of proving the elements of sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence.

F.                                      Adequacy of Disclosure Statement.  The Disclosure Statement (a) contains sufficient information of a kind necessary to satisfy the disclosure requirements of all applicable non-bankruptcy law, including the Securities Act of 1933, as amended (the “Securities Act”),

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(b) contains “adequate information” (as such term is defined in section 1125(a)(1) and used in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtors, the Plan, and the transactions set forth therein, and (c) is approved in all respects.

G.                                    Voting.  As evidenced by the Voting Certification, votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable non-bankruptcy law.

H.                                   Solicitation.  Prior to the Petition Date, the Plan, the Disclosure Statement, the Ballots, and a cover letter from the Debtors, and, subsequent to the Petition Date, the Combined Notice (collectively, the “Solicitation and Notice Materials”), were transmitted and served in compliance with the Bankruptcy Rules, including Bankruptcy Rules 3017 and 3018, the Local Rules, and the Scheduling Order.  The forms of the Ballots adequately addressed the particular needs of these Chapter 11 Cases and were appropriate for holders of Claims and Interests in Class 5 (Third Lien Note Claims), Class 6 (Unsecured Note Claims), Class 7 (Convertible Note Claims), and Class 11 (Preferred Stock Interests) — the Classes of Claims and Interests entitled under the Plan to vote to accept or reject the Plan.  The period during which the Debtors solicited acceptances to the Plan was a reasonable period of time for holders to make an informed decision to accept or reject the Plan.  The Debtors were not required to solicit votes from the holders of Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (Revolving Credit Agreement Claims), Class 4 (Second Lien Note Claims), Class 8 (General Unsecured Claims), Class 9 (Intercompany Claims), and Class 10 (Intercompany Interests) as each such class is Unimpaired under the Plan.  The Debtors also were not required to solicit votes from the holders of Class 12 (Existing Equity Interests) and Class 13 (Section 510(b)

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Claims), as such Classes were not entitled to receive any recoveries under the Plan and are deemed to reject the Plan.  As described in and as evidenced by the Voting Certification and the Notice Affidavits, the transmittal and service of the Plan, the Disclosure Statement, the Ballots, the Combined Notice, and publication of such Combined Notice (all of the foregoing, the “Solicitation”) was timely, adequate, and sufficient under the circumstances.  The Solicitation of votes on the Plan complied with the Solicitation Procedures, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, was conducted in good faith, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and any other applicable rules, laws and regulations.  The Released Parties are entitled to the protection of section 1125(e) of the Bankruptcy Code.

I.                                        Notice.  As is evidenced by the Voting Certification and the Notice Affidavits, the transmittal and service of the Solicitation and Notice Materials was adequate and sufficient under the circumstances, and all parties required to be given notice of the Combined Hearing (including the deadline for filing and serving objections to the adequacy of the Disclosure Statement and confirmation of the Plan) have been given appropriate and satisfactory notice in accordance with the Scheduling Order and in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable non-bankruptcy law and such parties have had an opportunity to appear and be heard with respect thereto.  No other or further notice is required.

J.                                        Plan Supplement.  On September 2, 2016, the Debtors filed the Plan Supplement containing the following documents: (i) the Amended Organizational Documents; (ii) the Amended Revolving Credit Agreement; (iii) the New Warrants; (iv) the Management

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Incentive Plan; and (v) the members of the New Board and information required to be disclosed in connection with section 1129(a)(5) of the Bankruptcy Code.

K.                                    Modifications and Amendments to the Plan.  On September 2, 2016, the Debtors filed the Amended Joint Prepackaged Plan of Halcón Resources Corporation, Et Al. Under Chapter 11 of the Bankruptcy Code (ECF No. 185).  Modifications, amendments, and supplements made to the Plan since the Solicitation (i) complied in all respects with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and (ii) do not require re-solicitation of votes with respect to the Plan.  Adequate and sufficient notice of such modifications, amendments and supplements has been given, no further notice is or shall be required, and such modifications, amendments, and supplements are approved in full.  The votes cast to accept the Plan are deemed to have been cast with respect to the Plan as so modified, amended, and supplemented.

Compliance with the Requirements of Section 1129 of the Bankruptcy Code

L.                                     Plan Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(1)).  The Plan complies with the applicable provisions of the Bankruptcy Code and, as required by Bankruptcy Rule 3016, the Plan is dated and identifies the Debtors as proponents, thereby satisfying section 1129(a)(1) of the Bankruptcy Code.

(a)                                 Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)).  In addition to Administrative Expense Claims, Fee Claims, and Priority Tax Claims, which need not be classified, Sections 3 and 4 of the Plan classify ten (10) Classes of Claims against, and three (3) Classes of Interests in, the Debtors.  The Claims and Interests placed in each Class are substantially similar to other Claims and Interests, as the case may be, in each such Class.  Valid business, factual, and legal reasons exist for separately classifying the various Classes of Claims and Interests created under the Plan, and such Classes do not unfairly discriminate between

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holders of Claims and Interests.  The Plan therefore satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.

(b)                                 Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)).  Sections 3 and 4 of the Plan specify that Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (Revolving Credit Agreement Claims), Class 4 (Second Lien Note Claims), Class 8 (General Unsecured Claims), Class 9 (Intercompany Claims), and Class 10 (Intercompany Interests) are unimpaired under the Plan within the meaning of section 1124 of the Bankruptcy Code, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.

(c)                                  Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)).  Sections 3 and 4 of the Plan designate Class 5 (Third Lien Note Claims), Class 6 (Unsecured Note Claims), Class 7 (Convertible Note Claims), Class 11 (Preferred Equity Interests), Class 12 (Existing Equity Interests), and Class 13 (Section 510(b) Claims) as impaired within the meaning of section 1124 of the Bankruptcy Code and specify the treatment of the Claims and Interests in those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

(d)                                 No Discrimination (11 U.S.C. § 1123(a)(4)).  The Plan provides for the same treatment by the Debtors for each Claim or Interest in each respective Class unless the holder of a particular Claim or Interest has agreed to a less favorable treatment of such Claim or Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code.

(e)                                  Implementation of the Plan (11 U.S.C. § 1123(a)(5)).  The Plan and the various documents and agreements set forth in the Plan Supplement provide adequate and proper means for the implementation of the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code, including, without limitation, (i) the Amended Revolving Credit Agreement, (ii) the authorization, issuance and delivery of the New Common Shares and New Warrants, (iii)

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the exercise of Existing Warrants, (iv) the cancellation of certain existing security interests, including, without limitation, the Third Lien Notes, the Third Lien Note Indenture, the Unsecured Notes, the Unsecured Note Indentures, the Convertible Note Purchase Agreement, the Preferred Stock Certificate of Designation, the Existing Equity Interests, the Existing Warrants and all options and other entitlements to purchase and/or receive Existing Equity Interests or Existing Warrants, (v) the composition of the board of directors and list of officers of each Reorganized Debtor, (vi) the cancellation of liens securing certain Secured Claims, (vii) the Management Incentive Plan, and (viii) the taking of all necessary or appropriate actions by the Debtors or Reorganized Debtors, as applicable, to effectuate the Restructuring under and in connection with the Plan.

(f)                                   Non-Voting Equity Securities / Allocation of Voting Power (11 U.S.C. § 1123(a)(6)).  The Amended Organizational Documents prohibit the issuance of non-voting equity securities, thereby satisfying section 1123(a)(6) of the Bankruptcy Code.  The issuance of the New Common Shares complies with section 1123(a)(6) of the Bankruptcy Code.  On the Effective Date, the boards of directors of each Reorganized Debtor shall be deemed to have adopted the Amended Organizational Documents.

(g)                                  Designation of Directors and Officers (11 U.S.C. § 1123(a)(7)).  The Plan Supplement and Section 5.6 of the Plan contain provisions with respect to the manner of selection of directors and officers of the Reorganized Debtors that are consistent with the interests of creditors, equity security holders, and public policy, thereby satisfying section 1123(a)(7) of the Bankruptcy Code.  The Debtors have identified the directors and officers of each Reorganized Debtor in the Plan Supplement.

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(h)                                 Impairment/Unimpairment of Classes of Claims and Interests (11 U.S.C. § 1123(b)(1)).  Pursuant to Sections 3 and 4 of the Plan, as set forth in section 1123(b)(1) of the Bankruptcy Code, (a) Class 1 (Oher Priority Claims), Class 2 (Other Secured Claims), Class 3 (Revolving Credit Agreement Claims), Class 4 (Second Lien Note Claims), Class 8 (General Unsecured Claims), Class 9 (Intercompany Claims) and Class 10 (Intercompany Interests) are unimpaired, and (b) Class 5 (Third Lien Note Claims), Class 6 (Unsecured Note Claims), Class 7 (Convertible Note Claims), Class 11 (Preferred Stock Interests), Class 12 (Existing Equity Interests), and Class 13 (Section 510(b) Claims) are impaired.

(i)                                     Assumption and Rejection (11 U.S.C. § 1123(b)(2)).  Section 8 of the Plan addresses the assumption and rejection of executory contracts and unexpired leases, and meets the requirements of section 365(b) of the Bankruptcy Code.  There have been no objections to the Debtors’ assumption of executory contracts and unexpired leases pursuant to Section 8 of the Plan.

(j)                                    Retention of Causes of Action and Reservation of Rights (11 U.S.C. § 1123(b)(3)).  Except as otherwise provided in the Plan, including Sections 10.5, 10.6, 10.7 and 10.8 of the Plan, pursuant to section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle or compromise (or decline to do any of the foregoing) all claims, rights, causes of action, suits and proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their estates may hold against any Person without the approval of the Court, including, without limitation, (i) any and all Claims against any Person, to the extent such Person asserts a crossclaim, counterclaim and/or Claim for setoff which seeks affirmative relief against the Debtors, the Reorganized Debtors, their officers, directors or representatives; and (ii) the turnover of any property of the Debtors’ estates; provided, however

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that the Reorganized Debtors shall not retain any Claims or Causes of Action against the Released Parties (other than Claims or Causes of Action arising out of or relating to any act or omission of a Released Party that is a criminal act or constitutes fraud, gross negligence and willful misconduct, which Claims or Causes of Action are hereby preserved).  The Reorganized Debtors or their successor(s) may pursue such retained claims, rights, or causes of action, suits or proceedings, as appropriate, in accordance with the best interests of the Reorganized Debtors or their successor(s) who hold such rights.

(k)                                 Unaffected Rights of Holders of Classes of Claims (11 U.S.C. § 1123(b)(5)).  The Plan leaves unaffected the rights of holders of Claims and Interests in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (Revolving Credit Agreement Claims), Class 4 (Second Lien Note Claims), Class 8 (General Unsecured Claims), Class 9 (Intercompany Claims), and Class 10 (Intercompany Interests).  Thus, the Plan complies with section 1123(b)(5) of the Bankruptcy Code.

(l)                                     Additional Plan Provisions (11 U.S.C. § 1123(b)(6)).  The provisions of the Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1123(b)(6) of the Bankruptcy Code.

(m)                             Cure of Defaults (11 U.S.C. § 1123(d)).  Section 8.2 of the Plan provides for the satisfaction of default claims associated with each executory contract and unexpired lease to be assumed pursuant to the Plan in accordance with section 365(b)(1) of the Bankruptcy Code.  All Cure amounts will be determined in accordance with the underlying agreements and applicable non-bankruptcy law.  Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.

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M.                                 The Debtors’ Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(2)).  The Debtors have complied with the applicable provisions of the Bankruptcy Code.  Specifically:

(a)                                 Each of the Debtors is an eligible debtor under section 109 of the Bankruptcy Code; and

(b)                                 The Debtors have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Court, and in transmitting the Plan, the Plan Supplement, the Disclosure Statement, the Ballots, and related documents and notices, including the Combined Notice, and in soliciting and tabulating the votes on the Plan, the Debtors have complied with the applicable provisions of the Bankruptcy Code, including sections 1125 and 1126(b), the Bankruptcy Rules, the Local Rules, applicable non-bankruptcy law, the Scheduling Order, and all other applicable law.

N.                                    Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)).  The Debtors have proposed the Plan (and all documents necessary to effectuate the Plan) in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code.  The Debtors’ good faith is evident from the facts and record of these Chapter 11 Cases, the Disclosure Statement, and the record of the Combined Hearing, and other proceedings held in these Chapter 11 Cases.  The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtors’ Estates and to effectuate a successful reorganization of the Debtors.  The Plan (including all documents necessary to effectuate the Plan) was negotiated at arm’s length among representatives of the Debtors, the Consenting Creditors, and their respective professionals.  Each of the Consenting Creditors, and those holders of Second Lien Notes (the “Consenting Second Lien Noteholders”) party to that certain Lock-Up Agreement,

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dated as of July 22, 2016 (the “Second Lien Support Agreement”), supports confirmation of the Plan.  Further, the Plan’s classification, indemnification, exculpation, release, and injunction provisions have been negotiated in good faith and at arm’s length, are consistent with sections 105, 1122, 1123(b)(3)(A), 1123(b)(6), 1129, and 1142 of the Bankruptcy Code, and are each necessary for the Debtors’ successful reorganization.

O.                                    Payment for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)).

(a)                                 Any payment made or to be made by the Debtors for services or for costs and expenses of the Debtors’ professionals in connection with their Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

(b)                                 As part of the negotiated terms on which the Debtors and the Consenting Creditors agreed to proceed with the consensual, prepackaged restructuring reflected in the Plan, the Debtors have agreed to pay reasonable and documented out-of-pocket fees, costs and expenses incurred by each of the Revolving Credit Agreement Agent and each of the Consenting Creditors, and expenses of their respective legal and financial advisors (but no more than one legal counsel, one local counsel in each appropriate jurisdiction and one financial advisor for each of the Revolving Credit Agreement Agent and the Consenting Third Lien Noteholders, and the Consenting Unsecured Noteholders, the Convertible Noteholder, and the Consenting Preferred Holders) (collectively, the “Restructuring Expenses”).

P.                                      Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)).  The Debtors have complied with section 1129(a)(5) of the Bankruptcy Code.  The identity and affiliations of the persons proposed to serve as the initial directors and officers of the Reorganized Debtors

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upon the Effective Date of the Plan have been fully disclosed to the extent such information is available, and the appointment to, or continuance in, such offices of such persons is consistent with the interests of holders of Claims against and Interests in the Debtors and with public policy.  The composition of the boards of directors and list of officers for each of the Reorganized Debtors has been disclosed in the Plan Supplement prior to the Combined Hearing.  Each such member will serve in accordance with the terms and subject to the conditions of the Amended Organizational Documents, as applicable.

Q.                                    No Rate Changes (11 U.S.C. § 1129(a)(6)).  The Plan does not provide for rate changes by any of the Reorganized Debtors.  Thus, section 1129(a)(6) of the Bankruptcy Code is not applicable in these Chapter 11 Cases.

R.                                    Best Interest of Creditors (11 U.S.C. § 1129(a)(7)).  The Plan satisfies section 1129(a)(7) of the Bankruptcy Code.  The liquidation analysis provided in the Disclosure Statement and other evidence proffered or adduced at the Combined Hearing (i) are persuasive and credible, (ii) have not been controverted by other evidence, and (iii) establish that each holder of an impaired Claim or Interest either has accepted the Plan or will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date.

S.                                      Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)).  Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 3 (Revolving Credit Agreement Claims), Class 4 (Second Lien Note Claims), Class 8 (General Unsecured Claims), Class 9 (Intercompany Claims) and Class 10 (Intercompany Interests) are Classes of Unimpaired Claims and Interests that are conclusively presumed to have accepted the Plan in accordance with section 1126(f) of

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the Bankruptcy Code.  Class 12 (Existing Equity Interests) and Class 13 (Section 510(b) Claims) are Classes of Impaired Claims and Interests that are conclusively presumed to have rejected the Plan in accordance with section 1126(g) of the Bankruptcy Code.  Class 5 (Third Lien Note Claims), Class 6 (Unsecured Note Claims), Class 7 (Convertible Note Claims), and Class 11 (Preferred Stock Interests) have voted to accept the Plan in accordance with sections 1126(b) and (c) of the Bankruptcy Code, without regard to the votes of insiders of the Debtors.

T.                                     Reinstatement of Second Lien Notes.  The Plan does not alter the legal, equitable, and contractual rights of the holders of Claims in Class 4 (Second Lien Note Claims).  Accordingly, Reinstatement of such Claims is fair and equitable under the circumstances.

U.                                    Treatment of Administrative Expense Claims, Fee Claims and Priority Tax Claims (11 U.S.C. § 1129(a)(9)).  The treatment of Allowed Administrative Expense Claims and Fee Claims pursuant to Sections 2.1 and 2.2, respectively, of the Plan satisfies the requirements of section 1129(a)(9)(A) of the Bankruptcy Code.  The treatment of Priority Tax Claims pursuant to Section 2.3 of the Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code.  The treatment of Other Priority Claims pursuant to Section 4.1 of the Plan satisfies the requirements of section 1129(a)(9)(B) of the Bankruptcy Code.  Pursuant to the Plan, no holder of an Administrative Expense Claim other than a holder of a Fee Claim is required to file a proof of claim or request for payment of administrative expenses under section 503(b) of the Bankruptcy Code.

V.                                    Acceptance by Impaired Class (11 U.S.C. § 1129(a)(10)).  Class 5 (Third Lien Note Claims), Class 6 (Unsecured Note Claims), Class 7 (Convertible Note Claims), and Class 11 (Preferred Stock Interests) have voted to accept the Plan by the requisite majorities,

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determined without including any acceptance of the Plan by any insider, thereby satisfying the requirements of section 1129(a)(10) of the Bankruptcy Code.

W.                                 Feasibility (11 U.S.C. § 1129(a)(11)).  The information in the Disclosure Statement, the Confirmation Declaration, and the evidence proffered or adduced at the Combined Hearing (i) is persuasive and credible, (ii) has not been controverted by other evidence, and (iii) establishes that the Plan is feasible and that there is a reasonable prospect of the Reorganized Debtors being able to meet their financial obligations under the Plan and their business in the ordinary course and that confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganized Debtors, thereby satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code.

X.                                    Payment of Fees (11 U.S.C. § 1129(a)(12)).  All fees currently payable under 28 U.S.C. § 1930, as determined by the Bankruptcy Code, have been or will be paid on or before the Effective Date pursuant to Section 12.1 of the Plan, thereby satisfying the requirements of section 1129(a)(12) of the Bankruptcy Code.

Y.                                    Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)).  Section 8.4 of the Plan provides that all material employee compensation and Benefit Plans of the Debtors in effect as of June 1, 2016, shall be deemed to be, and shall be treated as if they were, executory contracts that are to be assumed under the Plan, as may be amended as provided in the Restructuring Support Agreement; provided, however, notwithstanding the foregoing, on the Effective Date, the First Amended and Restated 2012 Long-Term Incentive Plan and the Equity-Based Incentive Policy shall be terminated and any restricted shares of common stock of Holdings issued thereunder shall be treated as Existing Equity Interests as provided in Section 4.12 of the Plan.

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Z.                                     No Domestic Support Obligations (11 U.S.C. § 1129(a)(14)).  The Debtors are not required by a judicial or administrative order, or by statute, to pay a domestic support obligation.  Accordingly, section 1129(a)(14) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

AA.                           Debtors Are Not Individuals (11 U.S.C. § 1129(a)(15)).  The Debtors are not individuals, and accordingly, section 1129(a)(15) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

BB.                           No Applicable Non-Bankruptcy Law Regarding Transfers (11 U.S.C. § 1129(a)(16)).  The Debtors are each a moneyed, business, or commercial corporation, and accordingly, section 1129(a)(16) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

CC.                           No Unfair Discrimination; Fair and Equitable (11 U.S.C. § 1129(b)).  Class 12 (Existing Equity Interests) and Class 13 (Section 510(b) Claims) are deemed to have rejected the Plan.  Based upon the evidence proffered, adduced, and presented by the Debtors at the Combined Hearing, the Plan does not discriminate unfairly with respect to and is fair and equitable with respect the aforementioned Classes, as required by sections 1129(b)(1) and (b)(2) of the Bankruptcy Code, because no holder of any interest that is junior to each such Class will receive or retain any property under the Plan on account of such junior interest, and no holder of a Claim or Interest in a Class senior to such Classes is receiving more than 100% recovery on account of its Claim or Interest.  Thus, the Plan may be confirmed notwithstanding the deemed rejection of the Plan by these Classes.

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DD.                           Only One Plan (11 U.S.C. § 1129(c)).  The Plan is the only plan filed in each of these Chapter 11 Cases, and accordingly, section 1129(c) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

EE.                             Principal Purpose of the Plan (11 U.S.C. § 1129(d)).  The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act, and no governmental entity has objected to the confirmation of the Plan on any such grounds.  The Plan, therefore, satisfies the requirements of section 1129(d) of the Bankruptcy Code.

FF.                               Good Faith Solicitation (11 U.S.C. § 1125(e)).  Based on the record before the Court in these Chapter 11 Cases, including evidence presented at the Combined Hearing, the Released Parties (i) have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable non-bankruptcy law, rule, or regulation governing the adequacy of disclosure in connection with all their respective activities relating to the solicitation of acceptances to the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code, and (ii) shall be deemed to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of any securities under the Plan, and therefore are not, and on account of such offer, issuance, and solicitation will not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer and issuance of the securities under the Plan, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and, to the extent such parties are listed therein as Exculpated Parties, the exculpation provisions set forth in Section 10.8 of the Plan.

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GG.                           Satisfaction of Confirmation Requirements.  Based upon the foregoing, the Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

HH.                         Implementation.  The Definitive Documents and all other relevant and necessary documents have been negotiated in good faith and at arm’s length and shall, upon completion of documentation and execution, be valid, binding, and enforceable agreements that are not in conflict with any federal or state law.

II.                                   Injunction, Releases, and Exculpation.  The Court has jurisdiction under 28 U.S.C. §§ 1334(b) and 1334 (b) to approve the injunction, releases, and exculpation set forth in Sections 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8 of the Plan, respectively.  Section 105(a) of the Bankruptcy Code permits issuance of the injunction and approval of the releases set forth in Sections 10.6 and 10.7 of the Plan, respectively, if, as has been established here, based upon the record in the Chapter 11 Cases and the evidence presented at the Combined Hearing, such provisions (i) were integral to the agreement among the various parties in interest, as reflected in the Restructuring Support Agreement, and are essential to the formulation and implementation of the Plan, as provided in section 1123 of the Bankruptcy Code, (ii) confer substantial benefits on the Debtors’ Estates, (iii) are fair, equitable, and reasonable, and (iv) are in the best interests of the Debtors, their estates, and parties in interest.  The release contained in Section 10.7 of the Plan was disclosed and explained on the Ballots, in the Disclosure Statement, in the Plan, and the Combined Notice.  The release provision contained in Section 10.7 of the Plan is consensual because the releases therein are provided only by (i) holders of all Claims or Interests who voted to accept the Plan, (ii) holders of Claims or Interests that are Unimpaired under the Plan, (iii) holders of Claims or Interest whose vote to accept or reject the Plan was solicited but who did

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not vote either to accept or to reject the Plan, and (iv) holders of Claims or Interests who voted to reject the Plan but did not opt out of granting the releases set forth in the Plan.  See In re Indianapolis Downs, LLC, 486 B.R. 286, 303 (Bankr. D. Del. 2013).  Pursuant to section 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019(a), the injunction, releases, and exculpation set forth in the Plan and implemented by this Order are fair, equitable, reasonable, and in the best interests of the Debtors and the Reorganized Debtors and their Estates, creditors, and equity holders.  The releases of non-Debtors under the Plan is fair to holders of Claims and Interests and are necessary to the proposed reorganization, thereby satisfying the applicable standards contained in In re Indianapolis Downs, 486 B.R. at 303 and are otherwise appropriate under In re W.R. Grace & Co., 475 B.R. 34, 107 (D. Del. 2012).  Such releases are given in exchange for and are supported by fair, sufficient, and adequate consideration provided by each and all of the parties providing such releases.  The record of the Combined Hearing and these Chapter 11 Cases is sufficient to support the injunction, releases, and exculpation provided for in Sections 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8 of the Plan.  Accordingly, based upon the record of these Chapter 11 Cases, the representations of the parties, and/or the evidence proffered, adduced, and/or presented at the Combined Hearing, this Court finds that the injunction, releases, and exculpation set forth in Section 10 of the Plan are consistent with the Bankruptcy Code and applicable law.  The failure to implement the injunction, releases, and exculpation would seriously impair the Debtors’ ability to confirm the Plan.

JJ.                                   Settlement.  Except as otherwise provided in the Plan and this Order, the Plan represents a settlement between and among the Debtors and their creditors and equity holders of all Claims and Interests and litigation against the Debtors, pending or threatened, or that was or could have been commenced against the Debtors prior to the date of entry of this

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Order (other than the Reorganized Debtors’ ability to prosecute objections to Claims and other retained causes of action to the extent preserved under the Plan, including, without limitation, pursuant to section 10.9 of the Plan).

KK.                           Good Faith.  The Debtors and the Released Parties will be acting in good faith if they proceed to (i) consummate the Plan and the agreements, settlements, transactions, and transfers set forth therein and (ii) take the actions authorized and directed by this Order.

LL.                             Indenture Trustees and Revolving Credit Agreement Agent.  Based upon a review of the record, the Second Lien Note Trustee, the Third Lien Note Trustee, the Unsecured Note Trustee, the Revolving Credit Agreement Agent, and the DIP Agent each, diligently and in good faith, discharged its duties and obligations pursuant to the Second Lien Note Indenture, Third Lien Note Indenture, Unsecured Note Indentures, and the Revolving Credit Agreement, as applicable, and otherwise conducted itself with respect to all matters in any way relating to the Second Lien Note Indenture, Third Lien Note Indenture, Unsecured Note Indentures, and the Revolving Credit Agreement, as applicable, with the same degree of care and skill that a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.  Accordingly, the Second Lien Note Trustee, the Third Lien Note Trustee, the Unsecured Note Trustee, and the Revolving Credit Agreement Agent each has discharged its duties fully in accordance with the Second Lien Note Indenture, Third Lien Note Indenture, Unsecured Note Indentures, and the Revolving Credit Agreement, as applicable.

MM.                     Valuation.  Notwithstanding the distributions contemplates under the Plan to Class 12 (Existing Equity Interests), pursuant to the valuation analysis set forth in the Disclosure Statement, the enterprise value of the Debtors is insufficient to support a distribution to holders of Existing Equity Interests under absolute priority principles.

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NN.                           Retention of Jurisdiction.  The Court may properly, and upon the Effective Date shall, retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases, including the matters set forth in Section 11 of the Plan and section 1142 of the Bankruptcy Code.

ORDER

ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED, DECREED, AND DETERMINED THAT:

1.                                      Findings of Fact and Conclusions of Law.  The above-referenced findings of fact and conclusions of law are hereby incorporated by reference as though fully set forth herein and shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable herein by Bankruptcy Rule 9014.  To the extent that any finding of fact shall be determined to be a conclusion of law, it shall be deemed so, and vice versa.

2.                                      Notice of the Combined Hearing.  Notice of the Combined Hearing complied with the terms of the Scheduling Order, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, and was in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.  The mailing of the Combined Notice to holders of Claims and Interests in Classes that were not entitled to vote to accept or reject the Plan, in accordance with the terms of the Scheduling Order, in lieu of sending such non-voting Creditors and Interest holders copies of the Disclosure Statement and the Plan constitutes good and sufficient notice of the Combined Hearing under the circumstances of these Chapter 11 Cases and, except to the extent necessary to comply with Local Rule 3017-1(c), the requirements under the Bankruptcy Rules or the Local Rules, including Bankruptcy Rule 3017(d), to transmit copies

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of the Disclosure Statement and Plan to such non-voting Creditors and Interest holders are hereby waived with respect to the holders of such Claim and Interests.

3.                                      Solicitation.  The solicitation of votes on the Plan complied with the Solicitation Procedures, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, and was in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable non-bankruptcy law.  The Solicitation and Notice Materials are hereby approved on a final basis.

4.                                      Ballots.  The forms of Ballots annexed to the Scheduling Motion are in compliance with Bankruptcy Rule 3018(c), conform to Official Form Number 14, and are approved in all respects.

5.                                      Plan Modifications and Amendments.  On September 2, 2016, the Debtors filed the Amended Joint Prepackaged Plan of Halcón Resources Corporation, Et Al. Under Chapter 11 of the Bankruptcy Code (ECF No. 185).  The modifications, amendments and supplements made to the Plan following the solicitation of votes thereon constitute technical changes and do not material adversely affect or change the treatment of any Claims or Interests.  Accordingly, such modifications do not require additional disclosure or re-solicitation of votes under sections 1125, 1126 or 1127 of the Bankruptcy Code or Bankruptcy Rule 3019, nor do they require that holders of Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan.  Holders of Claims of Interests who voted to accept the solicitation version of the Plan are deemed to accept the Plan as modified.

6.                                      The Disclosure Statement.  The Disclosure Statement (i) contains adequate information of a kind generally consistent with the disclosure requirements of applicable non-bankruptcy law, including the Securities Act, (ii) contains “adequate information” (as such term

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is defined in section 1125(a)(1) and used in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtors, the Plan, and the transactions contemplated therein, and (iii) is approved in all respects.  To the extent that the Debtors’ solicitation of acceptances of the Plan is deemed to constitute an offer of new securities, the Debtors are exempt from the registration requirements of the Securities Act (and of any equivalent state securities or “blue sky” laws) with respect to such solicitation under section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.  Section 4(a)(2) exempts from registration under the Securities Act all “transactions by an issuer not involving any public offering.”  15 U.S.C. § 77d(2).  The Debtors have complied with the requirements of section 4(a)(2) of the Securities Act and Regulation D thereunder, as the prepetition solicitation of acceptances would constitute a private placement of securities.  The solicitation of Third Lien Noteholders and Unsecured Noteholders was made only to those noteholders who are “Accredited Investors” as defined in Regulation D under the Securities Act, as such noteholders were required to certify on their Ballots that they were “Accredited Investors.”

7.                                      Confirmation of the Plan.  The Plan and each of its provisions shall be, and hereby is, CONFIRMED under section 1129 of the Bankruptcy Code.  The documents contained in the Plan Supplement are authorized and approved.  The terms of the Plan, including the Plan Supplement, are incorporated by reference into and are an integral part of this Order.

8.                                      Objections.  All Objections, responses to, and statements and comments, if any, in opposition to, the Plan and/or the Disclosure Statement, respectively, other than those resolved on the record or withdrawn with prejudice in their entirety prior to, or on the record at, the Combined Hearing, shall be, and hereby are, overruled in their entirety for the reasons stated on the record.

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9.                                      No Action.  Pursuant to the appropriate provisions of the General Corporation Law of the State of Delaware, other applicable non-bankruptcy law, and section 1142(b) of the Bankruptcy Code, no action of the respective stockholders, members, general or limited partners or directors of any of the Debtors shall be required to authorize the Debtors to enter into, execute, deliver, file, adopt, amend, restate, consummate, or effectuate, as the case may be, the Plan and any contract, instrument, or other document to be executed, delivered, adopted or amended in connection with the implementation of the Plan.

10.                               Binding Effect.  On or after entry of this Order and subject to the occurrence of the Effective Date, the provisions of the Plan shall bind the Debtors, the Reorganized Debtors, all holders of Claims and Interests of the Debtors (irrespective of whether such Claims or Interests are impaired under the Plan or whether the holders of such Claims or Interests accepted or are deemed to have accepted the Plan), any and all non-Debtor parties to executory contracts and unexpired leases with any of the Debtors, any other party in interest in the Chapter 11 Cases, and the respective heirs, executors, administrators, successors, or assigns, if any, of any of the foregoing.

11.                               Implementation of the Plan.  On and after the Effective Date, the Reorganized Debtors and the officers and members of the boards of directors thereof, are authorized to and may issue, execute, deliver, file or record such contracts, securities, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan, including the documents set forth in the Plan Supplement, and the securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need

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for any approvals, authorization, or consents except for those expressly required pursuant to the Plan.

12.                               Amended Revolving Credit Agreement.  On the Effective Date, the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents shall be executed and delivered, and the Reorganized Debtors shall be authorized and directed to execute, deliver and enter into the Amended Revolving Credit Agreement and the Amended Revolving Credit Facility Loan Documents in connection with the distribution to holders of Class 3 Revolving Credit Agreement Claims and to perform all obligations under the Amended Revolving Credit Facility Loan Documents, including without limitation, payment of all fees and expenses required thereunder, without the need for any further corporate action and without further action by the holders of Claims or Interests. The Plan further provides for the entry into, and the Debtors and Reorganized Debtors, as the case may be, are hereby authorized to enter into and execute all amendments and modifications to the Amended Revolving Credit Facility and any agreements, instruments, certificates or documents, including the Amended Revolving Credit Facility Loan Documents, or transactions related thereto or contemplated thereby. The Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents were proposed in good faith, are fair, reasonable and critical to the success and feasibility of the Plan and are necessary and appropriate for the consummation of the Plan, and entry into the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents are in the best interests of the Debtors, their estates and their creditors and the Reorganized Debtors. The Debtors have disclosed all material facts regarding the Reorganized Debtors’ obligations under the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents and have exercised reasonable business judgment in

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determining to enter into the foregoing and have provided sufficient and adequate notice thereof. The Amended Revolving Credit Agreement and the Amended Revolving Credit Facility Loan Documents are hereby approved and are or will be, and are hereby deemed to be, binding and enforceable against the Debtors, the Reorganized Debtors and their affiliates party thereto in accordance with their terms. The Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents (including, without limitation, any and all terms, conditions and covenants thereof) have been negotiated in good faith and at arm’s length among the Debtors and the applicable agents and lenders under the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents (the agent and the lenders for the Amended Revolving Credit Agreement are collectively referred to herein as the “Exit Financing Lenders”), and any credit extended, letters of credit issued for the account of, any swap or hedging transactions entered into pursuant to or in connection with the Amended Revolving Credit Agreement, or loans made to the Reorganized Debtors by the Exit Financing Lenders pursuant to the Amended Revolving Credit Agreement or Amended Revolving Credit Facility Loan Documents shall be deemed to have been extended, issued, and made in good faith and for legitimate business purpose. All Liens and security interests granted pursuant to the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents, including without limitation, any documents required in connection with the creation or perfection of the liens securing the Amended Revolving Credit Agreement are (a) hereby approved in their entirety, (b) valid, binding, perfected, enforceable, Liens and security interests in the personal and real property described in and subject to such documents, and (c) not subject to avoidance, recharacterization or subordination under any applicable law.  On the Effective Date, (a) upon the granting of liens and the continuation of existing liens in accordance

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with the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents, the lenders thereunder shall have valid, binding and enforceable liens on the collateral specified in the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents and related guarantee and collateral documentation; and (b) upon the granting of guarantees, mortgages, pledges, liens and other security interests and the continuation of existing guarantees, mortgages, pledges, liens and other security interests in accordance with the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents, the guarantees, mortgages, pledges, liens and other security interests granted and continued to secure the obligations arising under the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents shall be granted and continued in good faith, for good and valuable consideration and for legitimate business purposes as an inducement to the lenders thereunder to convert to revolving exit loans and extend credit thereunder and shall be, and hereby are, deemed not to constitute a fraudulent conveyance or fraudulent transfer, shall not otherwise be subject to avoidance or recharacterization, and the priorities of such liens and security interests shall be as set forth in the Amended Revolving Credit Agreement and Amended Revolving Credit Facility Loan Documents and related guarantee and collateral documentation.  All Liens, mortgages and security interests securing the obligations arising under the Amended Revolving Credit Agreement and the other Amended Revolving Credit t Facility Loan Documents that were shared collateral securing the Revolving Credit Agreement Claims and the Second Lien Note Claims as of the Petition Date are unaltered by this Plan, and all such liens, mortgages and security interests are created and perfected with respect to the Amended Revolving Credit Facility Obligations to the same extent, in the same manner and on the same terms and priorities as they were with respect to the Revolving Credit

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Agreement Claims.  For purposes of all mortgages and deposit account control agreements that secured the obligations arising under the Revolving Credit Agreement and the DIP Credit Agreement, the Amended Revolving Credit Agreement is deemed an amendment and restatement of the Revolving Credit Agreement and the DIP Credit Agreement, and such mortgages and control agreements shall survive the Effective Date, shall not be cancelled and shall continue to secure the Amended Revolving Credit Facility Obligations.  The Amended Revolving Credit Facility Obligations constitute Priority Lien Obligations as defined in, and for all purposes under, the Intercreditor Agreement and the Amended Revolving Credit Agreement constitutes a Priority Credit Agreement as defined in, and for all purposes under, the Intercreditor Agreement.

13.                               Authorization and Issuance of Plan Securities.  The Debtors or Reorganized Debtors, as applicable, are authorized to issue all plan-related securities and documents, including, without limitation, the New Common Shares and New Warrants and any options or entitlements to purchase such plan-related securities, without the need for any further corporate, partnership or limited liability company action.  The Boards of Directors of the Debtors and the Reorganized Debtors and Reorganized Holdings shall each use their reasonable best efforts to have the New Common Shares and New Warrants listed on a nationally recognized exchange, as soon as practicable subject to meeting applicable listing requirements following the Effective Date.

14.                               Reinstatement of the Second Lien Notes.  Pursuant to the Plan, the Debtors are authorized and directed to Reinstate the Second Lien Notes.  Pursuant to the Second Lien Support Agreement, the Reorganized Debtors shall, on or reasonably practicable following the Effective Date (but in no event later than thirty (30) days following the Effective Date),

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commence an exchange solicitation consistent with the Second Lien Support Agreement and pay, as required, the Consent Fees (as defined in the Second Lien Support Agreement).  Notwithstanding anything to the contrary in this Plan, the Intercreditor Agreement, the Second Lien Notes and the liens, mortgages, and security interests securing the obligations arising thereunder remain in full force and effect after the Effective Date and after giving effect to the consummation of the Plan, and the Second Lien Notes and all obligations arising thereunder shall remain subject to and bound by the Intercreditor Agreement as Second Lien Obligations (as defined in the Intercreditor Agreement) thereunder with the same force, priority and effect as existed prior to the Petition Date.

15.                               Exercise Existing Warrants.  Pursuant to the Plan, holders of Existing Warrants had until the Warrant Record Date to exercise their respective rights under the Existing Warrants to purchase common stock of the Debtors and to have such common stock interests treated as Existing Equity Interests under the Plan.  To the extent a holder of Existing Warrants does not exercise its Existing Warrants prior to the Warrant Record Date, such Existing Warrants shall be cancelled on the Effective Date and the holders of such Existing Warrants shall not receive or retain any value under the Plan on account of such non-exercised Existing Warrants.

16.                               Cancellation of Existing Securities and Agreements.  Except as expressly provided herein and in the Plan, on the Effective Date, all notes, instruments, certificates evidencing debt of or interests in, the Debtors, including, without limitation, the Third Lien Notes, the Third Lien Note Indenture, the Unsecured Notes, the Unsecured Note Indentures, the Convertible Note Purchase Agreement, the Preferred Stock Certificate of Designation, the Existing Equity Interests, the Existing Warrants and all options and other entitlements to purchase and/or receive Existing Equity Interests or Existing Warrants, shall be deemed

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surrendered and cancelled and obligations of the Debtors thereunder shall be discharged; provided, however, that notwithstanding Confirmation or the occurrence of the Effective Date, the Third Lien Note Indenture, the Unsecured Note Indentures, and the Convertible Note Purchase Agreement shall continue in effect solely for purposes of enabling holders of Allowed Claims and Interests to receive distributions under the Plan; provided further, however, that the cancellation of the Third Lien Notes and the Third Lien Note Indenture and the Unsecured Notes and the Unsecured Note Indentures hereunder shall not in any way affect or diminish either (i) the rights and duties of the Third Lien Note Trustee and Unsecured Note Trustee to make distributions pursuant to the Plan to the Third Lien Noteholders and Unsecured Noteholders in accordance with the Third Lien Note Indenture and Unsecured Note Indentures, as applicable, (ii) the rights of the Third Lien Note Trustee to assert the Third Lien Note Trustee Charging Lien and the Unsecured Note Trustee to assert the Unsecured Note Trustee Charging Lien, as applicable, with respect to such distributions, (iii) the right of the Third Lien Note Trustee and the Unsecured Note Trustee to enforce any obligation owed to it under the Plan, or (iv) the right of the Third Lien Note Trustee and the Unsecured Note Trustee to appear in the Chapter 11 Cases or in any proceedings in the Bankruptcy Court or any other court.

17.                               Compliance with Section 1123(a)(6) of the Bankruptcy Code.  The Amended Organizational Documents, and the terms governing the issuance of the New Common Shares and New Warrants, comply in all respects with section 1123(a)(6) of the Bankruptcy Code, and are hereby approved.  The adoption and filing of the Amended Organizational Documents are hereby authorized, ratified, and approved.  The Debtors have complied in all respects, to the extent necessary, with section 1123(a)(6) of the Bankruptcy Code.

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18.                               Exemption from Securities Law.  The issuance of and the distribution under the Plan of the New Common Shares and New Warrants (and the New Common Shares to be issued upon exercise thereof) issued to holders of Allowed Third Lien Note Claims, Allowed Unsecured Note Claims, Allowed Convertible Note Claims and Allowed Existing Equity Interests each shall be exempt from registration under the Securities Act and any other applicable securities laws pursuant to section 1145 of the Bankruptcy Code.  These securities may be resold without registration under the Securities Act or other federal securities laws pursuant to the exemption provided by section 4(a)(1) of the Securities Act, unless the holder is an “underwriter” with respect to such securities, as that term is defined in section 1145(b) of the Bankruptcy Code.  In addition, such section 1145 exempt securities generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states.  The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date.

19.                               Other Transactions.  Prior to, or on the Effective Date, the Debtors may to the extent that such transaction would not affect the respective recoveries of the Requisite Creditors under the Plan, (a) cause any or all of the Debtor Affiliates to be liquidated or merged into one or more of the other Debtor Affiliates or any other subsidiaries of the Debtors or dissolved, (b) cause the transfer of assets between or among the Debtor Affiliates, (c) cause any or all of the Amended Organizational Documents of any Reorganized Debtor Affiliates to be implemented, effected or executed, (d) use the proceeds of the Amended Revolving Credit Agreement, plus Cash on hand, to pay all Restructuring Expenses, (e) change the name of one or more of the Reorganized Debtors to such name that may be determined in accordance with

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applicable law and (f) engage in any other transaction in furtherance of the Plan.  Any such transactions may be effective as of the Effective Date pursuant to this Order without any further action by the stockholders, members, general or limited partners or directors of any of the Debtors or the Debtors in Possession.

20.                               Cancellation of Liens.  Except as otherwise specifically provided herein and in the Plan, upon the occurrence of the Effective Date, any Lien securing any Secured Claim shall be deemed released, and the holder of such Secured Claim shall be authorized and directed to release any collateral or other property of the Debtors (including any Cash collateral) held by such holder and to take such actions as may be requested by the Reorganized Debtors, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be requested by the Reorganized Debtors.  Notwithstanding the foregoing, the liens, mortgages, and other instruments evidencing the DIP Loans, which were assigned by the Revolving Credit Agreement Lenders for the benefit of the DIP Lenders pursuant to Paragraph 6(d) of the DIP Financing Orders, shall be assigned under the Amended Revolving Credit Agreement for the benefit of the lenders thereunder.

21.                               Directors and Officers of the Reorganized Debtors.  Upon the Effective Date, the terms of the current members of the board of directors of Holdings shall expire and, in accordance with the Plan, the persons designated to become members of the New Board as set forth in Plan Supplement or otherwise identified prior to the Effective Date shall be appointed to the New Board, without the need for any further corporate action.  Except as otherwise provided in the Plan Supplement, the officers of the respective Debtors immediately before the Effective Date shall serve as the initial officers of each of the corresponding Reorganized Debtors upon the Effective Date and in accordance with any employment agreement with the Reorganized Debtors

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and applicable non-bankruptcy law, as may be amended as contemplated by the Restructuring Support Agreement. After the Effective Date, the selection of officers of the Reorganized Debtors shall be as provided by their respective organizational documents. Except as otherwise provided in the Plan Supplement, the members of the board of directors for each of the Debtor Affiliates immediately before the Effective Date shall serve as the members of the board of directors of each of the corresponding Reorganized Debtor Affiliates on or after the Effective Date and thereafter shall be determined as set forth in their respective organizational documents.  The Amended Organizational Documents shall be in full force and effect on the Effective Date.

22.                               Management Incentive Plan.  Pursuant to the Plan, 10% of the New Common Shares shall be reserved for issuance as awards under a post-Restructuring Management Incentive Plan, as described in the Plan, and as set forth in further detail in the Plan Supplement.  All awards issued under the Management Incentive Plan shall be dilutive of all other New Common Shares issued pursuant to the Plan.

23.                               Withholding and Reporting Requirements.  In connection with Section 5.10 of the Plan and all instruments issued in connection therewith and distributed thereon, the Debtors shall comply with all applicable withholding and reporting requirements imposed by any federal, state or local taxing authority, and all distributions under the Plan shall be subject to any such withholding or reporting requirements.  Notwithstanding the above, each holder of an Allowed Claim or Allowed Interest that is to receive a distribution under the Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed on such holder by any Governmental Unit, including income, withholding and other tax obligations, on account of such distribution.  The Debtors have the right, but not the obligation, to not make a distribution until such holder has made arrangements satisfactory to any issuing or

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disbursing party for payment of any such tax obligations.  The Debtors may require, as a condition to receipt of a distribution, that the holder of an Allowed Claim complete and return a Form W-8 or W-9, as applicable to each such holder.  If the Debtors make such a request and the holder fails to comply before the date that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim or Interest in respect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.

24.                               Exemption From Certain Transfer Taxes.  Pursuant to section 1146 of the Bankruptcy Code and Section 5.11 of the Plan, (a) the issuance, transfer or exchange of any securities, instruments or documents, (b) the creation of any Lien, mortgage, deed of trust or other security interest, (c) the making or assignment of any lease or sublease or the making or delivery of any deed or other instrument of transfer under, pursuant to, in furtherance of, or in connection with the Plan, including, without limitation, any deeds, bills of sale or assignments executed in connection with any of the transactions contemplated under the Plan or the reinvesting, transfer or sale of any real or personal property of the Debtors pursuant to, in implementation of or as contemplated in the Plan (whether to one or more of the Reorganized Debtors or otherwise), (d) the grant of collateral under the Amended Revolving Credit Agreement and (e) the issuance, renewal, modification or securing of indebtedness by such means, and the making, delivery or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including, without limitation, this Order, shall not be subject to any document recording tax, stamp tax, conveyance fee or other similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, sales tax, use tax or other similar tax or

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governmental assessment.  Consistent with the foregoing, each recorder of deeds or similar official for any county, city or Governmental Unit in which any instrument hereunder is to be recorded shall, pursuant to this Order, be ordered and directed to accept such instrument without requiring the payment of any filing fees, documentary stamp tax, deed stamps, stamp tax, transfer tax, intangible tax or similar tax.

25.                               Restructuring Transactions.  On the Effective Date or as soon as reasonably practicable thereafter, the Reorganized Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, debt or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, amendments, merger, consolidation, conversion or dissolution pursuant to applicable state law; and (d) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law, subject, in each case, to the Amended Organizational Documents and the requirements hereof and under the Plan.

26.                               Distributions under the Plan.  The provisions of Section 6 of the Plan, including, without limitation, the provisions governing distributions, are fair and reasonable and

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are approved.  Notwithstanding anything to the contrary in the Plan, the Disclosure Statement or this Order, Section 6.11 of the Plan and the corresponding provisions of the Disclosure Statement regarding allocation of distributions between principal and interest shall be deleted in their entirety and of no force and effect.

27.                               Disputed Claims.  The provisions of Section 7 of the Plan, including, without limitation, the provisions governing procedures for resolving Disputed Claims, are fair and reasonable and are approved.  On and after the Effective Date, except as otherwise provided herein and in the Plan, all Claims and Interests will be paid in the ordinary course of business of the Reorganized Debtors.  Except for any proofs of claims asserting damages arising out of the rejection of an executory contract or unexpired lease by any of the Debtors pursuant to Section 8.3 of the Plan and Paragraph 29 of this Order, upon the Effective Date, all proofs of claim filed against the Debtors, regardless of the time of filing, and including claims filed after the Effective Date, shall be deemed withdrawn.  To the extent not otherwise provided for in this Order or in the Plan, the deemed withdrawal of a proof of claim is without prejudice to such claimant’s rights, if any, under Section 7.1 of the Plan to assert their claims in any forum as though the Debtors’ cases had not been commenced.

28.                               Assumption of Contracts and Leases.  Pursuant to Section 8.1 of the Plan, as of and subject to the occurrence of the Effective Date, all executory contracts and unexpired leases to which any of the Debtors are parties shall be deemed assumed, except for an executory contract or unexpired lease that (a) previously has been assumed or rejected pursuant to Final Order of the Court, (b) is specifically designated as a contract or lease to be rejected on the Schedule of Rejected Contracts attached as Exhibit B to the Plan, as may be amended or amended and restated in the Plan Supplement, with the reasonable consent of the Requisite Third

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Lien Noteholders, or (c) is the subject of a separate (i) assumption motion filed by the Debtors or (ii) rejection motion filed by the Debtors under section 365 of the Bankruptcy Code before the Effective Date.  The Reorganized Debtors shall pay any Cure amounts owed, if any, under each such executory contract or unexpired lease as provided in the Plan.  Each executory contract and unexpired lease assumed pursuant to the Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, any subsequent order of the Court, or applicable law.  This Order shall constitute an order of the Court under sections 365 and 1123(b) of the Bankruptcy Code approving the contract and lease assumptions described above, as of the Effective Date.

29.                               Rejection Claims.  This Order shall constitute the Court’s approval of the rejection of all the leases and contracts identified in the Schedule of Rejected Contracts.  In the event that the rejection of an executory contract or unexpired lease by any of the Debtors pursuant to the Plan results in damages to the other party or parties to such contract or lease, a Claim for such damages, if not heretofore evidenced by a timely filed proof of claim, shall be forever barred and shall not be enforceable against the Debtors or the Reorganized Debtors, or their respective properties or interests in property as agents, successors or assigns, unless a proof of claim is filed with the Bankruptcy Court and served upon counsel for the Debtors and the Reorganized Debtors no later than thirty (30) days after the later of (1) the Confirmation Date or (2) the effective date of rejection of such executory contract or unexpired lease.  Any such Claims, to the extent Allowed, shall be classified as Class 8 General Unsecured Claims.  For the avoidance of doubt, Claims for rejection damages shall be subject in all respects, to the extent applicable, to the limitations set forth in section 502(b) of the Bankruptcy Code.

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30.                               Royalty Interests.  Notwithstanding anything herein to the contrary, holders of valid royalty interests in the Debtors’ oil and gas properties will receive, in the ordinary course of business according to ordinary payment terms and practices, any revenue payments held for distribution to them by the Debtors under applicable law.  All proofs of claim filed on account of any such ordinary course revenue payments held for distribution by the Debtors shall be deemed satisfied and expunged from the official claims register to the extent such revenue payments have been distributed to the Person that filed such proof of claim without any further notice or action, order or approval of the Bankruptcy Court, as of the later of the entry of the Confirmation Order or the date of distribution of the applicable revenue payment.

31.                               The Lease Amendments.  Notwithstanding anything herein or in the Plan to the contrary, except as provided in this Paragraph 31, the leases that are the subject of the Lease Amendments filed as a part of the Plan Supplement are hereby assumed, as amended by the Lease Amendments, in accordance with and on the terms set forth in each of the respective Lease Amendments.

(a)                                 The real property lease between Holdings and 1000 Louisiana, LP, dated January 25, 2012 (as thereafter amended, modified or supplemented from time to time, the “Wells Fargo Lease”) is hereby conditionally assumed by the Debtors and Reorganized Debtors, subject to the terms of that certain Second Amendment to Office Lease set forth in the Plan Supplement (the “Second Amendment”); provided, that, in the event the “Effective Date,” as defined in the Second Amendment, has not occurred by 5:00 p.m.  (Prevailing Central Time) on September 16, 2016 (the “Execution Deadline”), the Debtors shall schedule a subsequent hearing

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on appropriate notice to the applicable parties to consider the rejection of the Wells Fargo Lease.  For the avoidance of doubt to the extent the “Effective Date” of the Second Amendment does not occur as set forth in the immediately preceding sentence, there shall be no claims or damages arising from the Second Amendment.  Notwithstanding the foregoing, neither the Landlord nor the Tenant under the Second Amendment may alter the terms of the Second Amendment until and unless the Effective Date does not occur prior to the Execution Deadline.

(b)                                 The real property lease between Holdings and Cathexis Holding DE, LLC pertaining to Wells Fargo Plaza, Suite 6600 (as thereafter amended, modified or supplemented from time to time, the “Houston Sublease”) is hereby conditionally assumed by the Debtors and Reorganized Debtors, subject to the terms of that certain First Amendment to Sublease as executed by Subtenant as of September 7, 2016 (the “Houston Sublease Amendment”); provided, that, in the event the “Effective Date,” as defined in the Houston Sublease Amendment, has not occurred by 5:00 p.m. (Prevailing Central Time) on September 16, 2016 (the “Sublease Execution Deadline”), the Debtors shall schedule a subsequent hearing on appropriate notice to the applicable parties to consider the rejection of the Houston Sublease.  For the avoidance of doubt to the extent the “Effective Date” of the Houston Sublease Amendment does not occur as set forth in the immediately preceding sentence, there shall be no claims or damages arising from the Houston Sublease Amendment.  Notwithstanding the

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foregoing, neither the Sublandlord nor the Subtenant under the Houston Sublease Amendment may alter the terms of the Houston Sublease Amendment until and unless the Effective Date does not occur prior to the Sublease Execution Deadline.

32.                               Survival of the Debtors’ Indemnification Obligations.  Any obligations of the Debtors pursuant to their corporate charters, bylaws, limited liability company agreements or other organizational documents to indemnify current and former officers, directors, members, managers, partners, agents and/or employees with respect to all present and future actions, suits and proceedings against the Debtors or such officers, directors, members, managers, partners, agents and/or employees, based upon any act or omission for or on behalf of the Debtors shall not be discharged or impaired by confirmation of the Plan provided that the Reorganized Debtors shall not indemnify directors of the Debtors for any Claims or Causes of Action arising out of or relating to any act or omission that is a criminal act unless such director had no reasonable cause to believe its conduct was unlawful, or for any other acts or omissions that are excluded under the terms of the foregoing organizational documents.  All such obligations shall be deemed and treated as executory contracts to be assumed by the Debtors under the Plan and shall continue as obligations of the Reorganized Debtors.  Any claim based on the Debtors’ obligations herein shall not be a Disputed Claim or subject to any objection in either case by reason of section 502(e)(1)(B) of the Bankruptcy Code.  In addition, after the Effective Date, the Reorganized Debtors shall not terminate or otherwise reduce the coverage under any directors’ and officers’ insurance policies (including any “tail policy”) in effect as of June 1, 2016, and all officers, directors, members and partners of the Debtors who served in such capacity at any time before the Effective Date shall be entitled to the full benefits of any such policy for the full term of such

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policy regardless of whether such officer, directors, members and/or partners remain in such positions after the Effective Date.

33.                               Compensation and Benefit Plans.  All material employee compensation and Benefit Plans of the Debtors in effect as of June 1, 2016, shall be deemed to be, and shall be treated as if they were, executory contracts that are to be assumed under the Plan, as may be amended as provided in the Restructuring Support Agreement unless rejected pursuant to Paragraphs 28 and 29 above or by agreement of the Debtors and each affected employee; provided, however, notwithstanding the foregoing, on the Effective Date, the First Amended and Restated 2012 Long-Term Incentive Plan and the Equity-Based Incentive Policy shall be terminated and any restricted shares of common stock of Holdings issued thereunder shall be treated as Existing Equity Interests as provided in Section 4.12 of the Plan.

34.                               US Specialty Insurance.  Notwithstanding anything else in the Plan or this Order to the contrary, the indemnity agreement(s) between the Debtors and US Specialty Insurance Company (“US Specialty”) are hereby assumed, and any obligations owed to US Specialty with respect thereto shall be Allowed Administrative Expense Claims under the Plan without the need for filing further proofs of claim or objecting to any proposed cure amounts and any liens and/or claims of US Specialty on collateral pursuant to such agreements and/or related agreements, including but not limited to any prepetition or post-petition letters of credit, shall not be released pursuant to the Plan or this Order. In addition, any Claim of US Specialty against HK TMS,LLC shall not be released pursuant to the Plan or this Order.  Further, to the extent that US Specialty pays any Claim of a third-party on account of its obligations as surety and subrogates to such Claim, such Claim shall not be disallowed pursuant to any provision of the Plan or this Order.

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35.                               Federal Lease Interests.  The United States Department of the Interior (“Interior”) consents to the Reorganized Debtors’ assumption of the Debtors’ interests in their federal oil and/or gas leases (collectively, “Federal Lease Interests”), including Indian oil and/or gas leases administered by the United States, subject to the following acknowledgments pertaining to the Federal Lease Interests, which are hereby made by the Debtors.  The Debtors are not abandoning or otherwise rejecting any Federal Lease Interests pursuant to the Plan.  The Plan does not assign any Federal Lease Interest to any entity other than the Reorganized Debtors and no purported assignment of a Federal Lease Interest under the Plan shall be effective without the express prior consent of the United States and the Indian mineral owner, if applicable.  The Reorganized Debtors (including any transferee) shall, on or after the Effective Date, assume and succeed to all financial assurance, bonding, maintenance, plugging and abandonment, and other regulatory obligations in connection with the Federal Lease Interests assumed pursuant to the Plan and United States’ consent.  Nothing in the Plan or any document implementing the Plan shall be interpreted to set cure amounts, nor limit or waive Interior’s right to such cure amounts.  However, notwithstanding the foregoing, any undisputed amounts owed to the United States as of the Effective Date of the Plan under any Federal Lease Interests shall be paid in full by the later of: (1) the Effective Date of the Plan; or (2) due date in the ordinary course.  The undisputed amount paid under this provision shall be the amount determined by Interior by the Effective Date of the Plan, subject to revision pending further discussion with the Debtors and/or the Reorganized Debtors.  The Reorganized Debtors retain all rights of the Debtors to contest any amounts owed, other than those defenses arising from bankruptcy; provided, however, that any challenge based on a defense must be raised in the United States’ administrative review process.  As preliminarily determined, as of September 1, 2016, the undisputed amount owed is

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$210,842.50.  Notwithstanding any other provision in the Plan or any document implementing the Plan, Interior shall retain the right to perform any audit and/or compliance review on the Federal Lease Interests, and if appropriate, collect from the Reorganized Debtors any additional monies owed by the Debtors on the Federal Lease Interests, without those rights being adversely affected by these bankruptcy proceedings.  Such rights shall be preserved in full as if this bankruptcy had not occurred.  The Reorganized Debtors will retain all defenses, other than defenses arising from the bankruptcy; provided, however, that any challenge based on a defense must be raised in the United States’ administrative review process.

36.                               Reservation of Rights in Favor of Governmental Units.  Nothing in the Plan, this Order or the related Definitive Documents discharges or releases the Debtors or any other entity from any debt, obligation, claim, liability or cause of action of any Governmental Unit (as that term is defined in section 101(27) if the Bankruptcy Code) or impairs the ability of any Governmental Unit to pursue any debt, obligation, claim, liability or cause of action against any Debtor, Reorganized Debtor or non-Debtor.  All claims, liabilities, or causes of action of, or to, any Governmental Unit shall survive the Chapter 11 Cases as if the cases had not been commenced and be paid and determined in the manner and by the administrative or judicial tribunals in which such rights or claims would have been resolved or adjudicated if the Chapter 11 Cases had not been commenced.  Without limiting the foregoing, for the avoidance of doubt: (1) Governmental Units shall not be required to file any claims in the Debtors’ Chapter 11 Cases; (2) nothing shall affect or impair the ability of any Governmental Unit to make demand on, be paid by, or otherwise pursue any sureties that are jointly and severally liable with the Debtors and/or the Reorganized Debtors for any debt owed to a Governmental Unit; (3) nothing shall affect or impair the exercise of any Governmental Unit’s police and regulatory powers against

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the Debtors and/or the Reorganized Debtors; and (4) nothing shall affect or impair any Governmental Unit’s rights to assert setoff and recoupment, including contingent or unliquidated rights, against the Debtors and/or the Reorganized Debtors.  For the avoidance of any doubt, Governmental Unit shall include State taxing authorities.

37.                               GeoResources Action.  Notwithstanding anything herein, in the Plan or in the Chapter 11 Cases to the contrary, nothing in this Order, the Plan or the Chapter 11 Cases shall impair or otherwise waive, release or discharge any rights, claims, appeals or defenses arising out of or relating to the action titled Warberg, et al. v. GeoResources, Inc., Case No. 652332/12 pending before the Supreme Court of the State of New York (the “GeoResources Action”) or the underlying facts and circumstances that form the basis of the GeoResources Action and all rights, claims, appeals and defenses of all of the parties to the GeoResources Action are hereby preserved and deemed unimpaired, including without limitation all rights related to the bond filed in the GeoResources Action as Docket No. 642 on or about March 24, 2016.

38.                               Vodenichar Action.  Notwithstanding anything herein or in the Plan to the contrary, nothing in this Order (except as specifically provided in this paragraph) or in the Plan shall impair, modify, stay, enjoin, exculpate, or otherwise waive, release or discharge any claims or defenses of the representative plaintiffs, the defendants/crossclaimants MORASCYZK & POLOCHAK, Attorneys at Law and CO-EXPRISE, INC., d/b/a CX-Energy, the Class (as defined in the Stipulated Settlement Agreement (the “SSA”) dated July 6, 2016 between the parties to the Vodenichar Action), or the Debtors arising out of or relating to the action titled Jeffry S. Vodenichar, et al., v. Halcón Energy Properties, Inc., et al., Case No. 2013-512 pending before the Court of Common Pleas of Mercer County, Pennsylvania (the “Vodenichar Action”)

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or the underlying facts and circumstances that form the basis of the Vodenichar Action.  All causes of action, rights, claims and defenses of the representative plaintiffs, the defendants/crossclaimants MORASCYZK & POLOCHAK, Attorneys at Law and CO-EXPRISE, INC., d/b/a CX-Energy, the Class (as defined in the SSA), and the Debtors in the Vodenichar Action, including those contained in the SSA, are hereby preserved as if the Chapter 11 cases had never been commenced.  Subject to the occurrence of the Effective Date, the Vodenichar Action is not subject to any stay or injunction and the parties thereto are authorized to take any and all steps or actions in or related to the Vodenichar Action.  Further, once the contemplated Settlement Order (as defined in the SSA) is final and non-appealable, the Debtors, on behalf of themselves, their estates, and their successors, assigns, and designees, including without limitation the Reorganized Debtors, hereby waive all rights to challenge the Settlement (as defined in the SSA), and release any claims or causes of action seeking to challenge the Settlement (as defined in the SSA) or seeking disgorgement or avoidance of any Settlement Benefits (as defined in the SSA), except in connection with a breach of obligations under the Settlement or the Settlement Order.

39.                               Conditions Precedent to Effective Date.  The Plan shall not become effective unless and until the conditions set forth in Section 9.1 of the Plan have been satisfied or waived pursuant to Section 9.2 of the Plan.

40.                               Administrative Expenses.  Except to the extent that a holder of an Allowed Administrative Expense Claim and the Debtors or the Reorganized Debtors agrees to different treatment, and subject to Paragraph 41 below with respect to Fee Claims, the Debtors (or the Reorganized Debtors, as the case may be) shall pay to each holder of an Allowed Administrative Expense Claim Cash in an amount equal to such Claim on, or as soon thereafter as is reasonably

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practicable, the later of (a) the Effective Date and (b) the first Business Day after the date that is thirty (30) calendar days after the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim; provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by the Debtors, as debtors in possession, or liabilities arising under loans or advances to or other obligations incurred by the Debtors, as debtors in possession, whether or not incurred in the ordinary course of business, shall be paid by the Debtors in the ordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to such transactions.

41.                               Professional Compensation.  All entities seeking awards by the Court of compensation for services rendered or reimbursement of expenses incurred on or after the Petition Date through the Effective Date by professional Persons retained by the Debtors or any statutory committee appointed in the Chapter 11 Cases pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code in the Chapter 11 Cases shall (a) shall file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred by the date that is forty-five (45) days after the Effective Date, (b) shall be paid in full from the Debtors’ or Reorganized Debtors’ Cash on hand in such amounts as are Allowed by the Court (i) upon the later of (A) the Effective Date and (B) the date upon which the order relating to any such Allowed Fee Claim is entered or (ii) upon such other terms as may be mutually agreed upon between the holder of such an Allowed Fee Claim and the Debtors or, on and after the Effective Date, the Reorganized Debtors.  The Reorganized Debtors are authorized to pay compensation for services rendered or reimbursement of expenses incurred after the Effective Date in the ordinary course and without the need for Court approval.

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42.                               Vesting of Assets.  On the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property of the Debtors’ estates shall vest in the Reorganized Debtors free and clear of all Claims, liens, encumbrances, charges and other interests, except as provided pursuant to the Plan, this Order, or the Amended Revolving Credit Agreement. The Reorganized Debtors may operate their businesses and may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except as provided in the Plan.  From and after the Effective Date, the Reorganized Debtors may operate each of their businesses and use, acquire, or dispose of assets free of any restrictions imposed by the Bankruptcy Code, the Court, or the U.S. Trustee (except for quarterly operating reports and fees associated therewith until the closing of the applicable Chapter 11 Cases).

43.                               Discharge.  Except as otherwise provided here and in the Plan, effective as of the Effective Date: (a) the rights afforded in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete satisfaction, discharge and release of all claims and interests of any nature whatsoever, including any interest accrued on such claims from and after the Petition Date, against the Debtors or any of their assets, property or estates; (b) the Plan shall bind all holders of Claims and Interests, notwithstanding whether any such holders failed to vote to accept or reject the Plan or voted to reject the Plan; (c) all Claims and Interests shall be satisfied, discharged and released in full, and the Debtors’ liability with respect thereto shall be extinguished completely, including any liability of the kind specified under section 502(g) of the Bankruptcy Code; and (d) all entities shall be precluded from asserting against the Debtors, the Debtors’ estates, the Reorganized Debtors, their successors and assigns and their assets and properties any other Claims or Interests based upon any documents, instruments or any act or

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omission, transaction or other activity of any kind or nature that occurred before the Effective Date.

44.                               Injunction Against Interference with Plan.  From and after the Effective Date, all entities are permanently enjoined from commencing or continuing in any manner, any suit, action or other proceeding, on account of or respecting any claim, demand, liability, obligation, debt, right, cause of action, interest or remedy released or to be released pursuant to the Plan or this Order.

45.                               Releases by the Debtors.  As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce the Plan and the Definitive Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, without limitation, the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, and except as otherwise provided in the Plan or in this Order, the Released Parties shall be deemed forever released and discharged, to the maximum extent permitted by law, by the Debtors, the Reorganized Debtors, and the Estates from any and all Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, the Reorganized Debtors, or their Estates, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the

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purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Disclosure Statement, the Restructuring Support Agreement, and the Plan and related agreements, instruments, and other documents (including the Definitive Documents), and the negotiation, formulation, or preparation thereof, the solicitation of votes with respect to the Plan, or any other act or omission, other than Claims or Causes of Action arising out of or related to any act or omission of a Released Party that is a criminal act or constitutes fraud, gross negligence or willful misconduct.  For the avoidance of doubt, for purposes of Paragraphs 46 and 47 of this Order and Sections 10.6 and 10.7 of the Plan, “Definitive Documents” shall include the Revolving Credit Agreement and the payoff thereof.

46.                               Releases by Holders of Claims and Interests.  As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce the Plan and the Definitive Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, without limitation, the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, and except as otherwise provided in the Plan or in this Order, the Released Parties shall be deemed forever released and discharged, to the maximum extent permitted by law, by (i) the holders of all Claims or Interests who vote to accept the Plan, (ii) the holders of Claims or Interests that are Unimpaired under the Plan, (iii) the holders of Claims or Interests whose vote to accept or reject the Plan is solicited but who do not vote either to accept or to reject the Plan, and (iv) the holders of Claims or Interests who vote to reject the Plan but do not opt out of granting the releases set

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forth herein, in each case from any and all Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, the Reorganized Debtors, or their Estates, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, or their Estates, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Disclosure Statement, the Restructuring Support Agreement, and the Plan and related agreements, instruments, and other documents (including the Definitive Documents), and the negotiation, formulation, or preparation thereof, the solicitation of votes with respect to the Plan, or any other act or omission, other than Claims or Causes of Action arising out of or related to any act or omission of a Released Party that constitutes fraud, gross negligence or willful misconduct.  For the avoidance of doubt, nothing in this Order or in the releases set forth in Sections 10.6 or 10.7 of the Plan shall release or discharge the rights of any Claim or Interest holder to receive a payment or distribution provided for under the Plan.

47.                               Exculpation.  To the maximum extent permitted by applicable law, upon the Effective Date, no Exculpated Party will have or incur, and each Exculpated Party is hereby

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released and exculpated from, any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, remedy, loss, and liability for any claim in connection with or arising out of the administration of the Chapter 11 Cases; the negotiation and pursuit of the Disclosure Statement, the Restructuring Support Agreement, the Restructuring Transactions, the Plan, or the solicitation of votes for, or confirmation of, the Plan; the funding of the Plan; the occurrence of the Effective Date; the administration of the Plan or the property to be distributed under the Plan; the issuance of securities under or in connection with the Plan; or the transactions in furtherance of any of the foregoing; except for fraud, gross negligence or willful misconduct. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such Exculpated Parties from liability.

48.                               Corporate and Limited Liability Action.  Upon the Effective Date, all actions contemplated by the Plan and this Order shall be deemed authorized and approved in all respects, including (a) subject to the provisions of Section 8.5 of the Plan, the assumption of all employee compensation and Benefit Plans of the Debtors as in effect as of June 1, 2016, as may be amended as provided in the Restructuring Support Agreement, (b) the selection of the directors and officers for the Reorganized Debtors, (c) the entry into the Amended Revolving Credit Agreement, (d) the issuance and distribution of the New Common Shares and New Warrants, and (e) all other actions contemplated by the Plan (whether to occur before, on or after the Effective Date), in each case in accordance with and subject to the terms hereof.  All matters provided for in the Plan and this Order involving the corporate, limited liability company or partnership structure of the Debtors or the Reorganized Debtors, and any corporate, limited liability company or partnership action required by the Debtors or the Reorganized Debtors in

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connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders, directors, officers, members or partners of the Debtors or the Reorganized Debtors.  On or (as applicable) before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized and directed to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Reorganized Debtors, including with limitation, the Amended Revolving Credit Agreement and any and all other agreements, documents, securities and instruments relating thereto.  The authorizations and approvals contemplated by Section 10.13 of the Plan shall be effective notwithstanding any requirements under non-bankruptcy law.

49.                               Payment of Statutory Fees.  All fees payable pursuant to 28 U.S.C. § 1930, shall be paid as and when due or otherwise pursuant to an agreement between the Reorganized Debtors and the U.S. Trustee, until such time as a chapter 11 case for a Debtor shall be closed.

50.                               Payment of Consenting Creditors’ and Revolving Credit Agreement Agent’ Fees.  On the Effective Date, the Reorganized Debtors shall pay in Cash all reasonable and documented Restructuring Expenses of the Revolving Credit Agreement Agent and each of the Consenting Creditors, as set forth in the Restructuring Support Agreement.

51.                               Trustee Fees and Expenses.  On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall pay in Cash all Third Lien Note Trustee Fees and Expenses and Unsecured Note Fees and Expenses, without the need for the Third Lien Note Trustee or Unsecured Note Trustee to file fee applications or any other applications with the Bankruptcy Court, and from and after the Effective Date, the Reorganized Debtors shall pay in Cash all Third Lien Note Trustee Fees and Expenses and Unsecured Note Trustee Fees and

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Expenses.  Nothing in this Order or the Plan shall in any way affect or diminish the right of the Third Lien Note Trustee to assert the Third Lien Note Trustee Charging Lien or the Unsecured Note Trustee to assert the Unsecured Note Trustee Charging Lien against any distribution to Third Lien Noteholders with respect to any unpaid Third Lien Note Trustee Fees and Expenses or other amounts payable to the Third Lien Note Trustee under the Third Lien Note Indenture or to Unsecured Noteholders with respect to any unpaid Unsecured Note Trustee Fees and Expenses or other amounts payable to the Unsecured Note Trustee under the Unsecured Note Indentures, as applicable.

52.                               Reversal/Stay/Modification/Vacatur of Order.  Except as otherwise provided in this Order, if any or all of the provisions of this Order are hereafter reversed, modified, vacated, or stayed by subsequent order of this Court, or any other court, such reversal, stay, modification, or vacatur shall not affect the validity or enforceability of any act, obligation, indebtedness, liability, priority, or lien incurred or undertaken by the Debtors or the Reorganized Debtors, as applicable, prior to the effective date of such reversal, stay, modification, or vacatur.  Notwithstanding any such reversal, stay, modification, or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, or in reliance on, this Order prior to the effective date of such reversal, stay, modification, or vacatur shall be governed in all respects by the provisions of this Order, the Plan, the Definitive Documents, or any amendments or modifications to the foregoing.

53.                               Retention of Jurisdiction.  Notwithstanding the entry of this Order or the occurrence of the Effective Date, pursuant to sections 105 and 1142 of the Bankruptcy Code, this Court, except as otherwise provided in the Plan, the Definitive Documents, or this Order, shall retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases

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to the fullest extent as is legally permissible, including, but not limited to, jurisdiction over the matters set forth in Section 11 of the Plan.

54.                               Modifications.  The Plan and the Definitive Documents may be amended, modified, or supplemented by the Debtors, subject to the rights of the Consenting Creditors set forth in the Restructuring Support Agreement, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law, without additional disclosure pursuant to section 1125 of the Bankruptcy Code, except as otherwise ordered by the Court.  In addition, after the entry of this Order, so long as such action does not materially and adversely affect the treatment of holders of Allowed Claims and Interests pursuant to the Plan, the Debtors, subject to the rights of Consenting Creditors set forth in the Restructuring Support Agreement, may remedy any defect or omission or reconcile any inconsistencies in the Plan, the Definitive Documents, or this Order with respect to such matters as may be necessary to carry out the purposes of effects of the Plan, and any holder of a Claim or Interest that has accepted the Plan shall be deemed to have accepted the Plan and Definitive Documents as so amended, modified, or supplemented.  Notwithstanding anything herein to the contrary, prior to the Effective Date, the Debtors, subject to the rights of the Consenting Creditors set forth in the Restructuring Support Agreement, may make appropriate technical adjustments and modifications to the Plan and Definitive Documents without further order or approval of the Court; provided, that such technical adjustments and modifications do not adversely affect in any material way the treatment of holders of Claims or Interests under the Plan.

55.                               Cure/Assumption Objections.  The objections filed by (i) Seismic Exchange Inc. (ECF No. 178), (ii) Geophysical Pursuit, Inc. (ECF No. 179), and (iii) Seitel Data, Ltd., Seitel Data Corp., Seitel Offshore Corp., and Seitel Canada Ltd. (ECF No. 182)

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(collectively, the “Cure/Assumption Objections” and the parties thereto, the “Cure/Assumption Objectors”) are hereby withdrawn solely as to confirmation of the Plan and approval of the Disclosure Statement; provided, that (1) no data owned and licensed by, or otherwise licensed by, any of the Cure/Assumption Objectors shall be transferred, sold, or assigned pursuant to the Plan or this Order; (2) no modification to any of the Cure/Assumption Objectors’ respective contracts or agreements is being affected by this Order or confirmation of the Plan; and (3) neither the Plan nor this Order shall effectuate an assumption or assumption and assignment of any of the Cure/Assumption Objectors’ respective contracts or agreements to the Debtors, the Reorganized Debtors or any other party with such Cure/Assumption Objections to be resolved in accordance with the procedures set forth in Section 8.2 of the Plan and all rights of the Cure/Assumption Objectors and the Debtors and Reorganized Debtors, as applicable, are hereby reserved with respect to thereto; provided, further, that, until such time as a resolution of the Cure/Assumption Objections is reached by the respective parties or otherwise ordered by the Bankruptcy Court, each of the Cure/Assumption Objectors, the Debtors and Reorganized Debtors shall continue to perform under their respective contracts and agreements in accordance with the respective terms and conditions thereof.

56.                               Provisions of Plan and Order Nonseverable and Mutually Dependent.  The provisions of the Plan and this Order, including the findings of fact and conclusions of law set forth herein, are nonseverable and mutually dependent.

57.                               Governing Law.  Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent an exhibit to the Plan Supplement provides otherwise (in which case the governing law specified therein shall be applicable to such exhibit), the rights, duties, and obligations arising under the Plan shall be governed by, and construed and enforced

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in accordance with, the laws of the State of New York without giving effect to the principles of conflict of laws.

58.                               Applicable Non-Bankruptcy Law.  Pursuant to section 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Order, the Plan, the Definitive Documents, and any other related documents or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

59.                               Waiver of Filings and Section 341 Meeting.  Any requirement under section 521 of the Bankruptcy Code or Bankruptcy Rule 1007 obligating the Debtors to file any list, schedule, or statement with the Court or the Office of the U.S. Trustee (except for monthly operating reports or any other post-confirmation reporting obligation to the U.S. Trustee), including, without limitation, any requirement that the Debtors file statements of financial affairs and schedules of assets and liabilities, is hereby waived as to any such list, schedule, or statement not filed as of the entry of this Order.  Additionally, the requirement that the Debtors convene a meeting of creditors pursuant to 341(a) of the Bankruptcy Code is hereby waived.

60.                               Governmental Approvals Not Required.  This Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state or other governmental authority with respect to the implementation or consummation of the Plan and Disclosure Statement, any documents, instruments, or agreements (including the Definitive Documents), and any amendments or modifications thereto, and any other acts referred to in, or contemplated by, the Plan and the Disclosure Statement.

61.                               Notice of Order.  In accordance with Bankruptcy Rules 2002 and 3020(c), as soon as reasonably practicable after the Effective Date, the Debtors shall serve notice of the entry of this Order, substantially in the form annexed hereto as Exhibit B, to all parties who hold

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a Claim or Interest in these cases and the U.S. Trustee.  Such notice is hereby approved in all respects and shall be deemed good and sufficient notice of entry of this Order.

62.                               Substantial Consummation.  On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code.

63.                               Inconsistency.  To the extent of any inconsistency between this Order and the Plan, this Order shall govern.

64.                               No Waiver.  The failure to specifically include any particular provision of the Plan in this Order will not diminish the effectiveness of such provision nor constitute a waiver thereof, it being the intent of this Court that the Plan is confirmed in its entirety and incorporated herein by this reference.

65.                               Waiver of Stay.  The stay of this Order provided by any Bankruptcy Rule (including Bankruptcy Rules 3020(e) and 6004(h)), whether for fourteen (14) days or otherwise, is hereby waived, and this Order shall be effective and enforceable immediately upon its entry by the Court

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Exhibit A

The Plan

EXECUTION COPY

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

AMENDED JOINT PREPACKAGED PLAN OF REORGANIZATION OF HALCÓN RESOURCES CORPORATION, ET AL. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

(1)  The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Halcón Resources Corporation (0684); Halcón Holdings, Inc. (5102); HK Resources, LLC (9194); The 7711 Corporation (4003); Halcón Gulf States, LLC (2976); Halcón Louisiana Operating, L.P. (9727); Halcón Field Services, LLC (0280); Halcón Energy Properties, Inc. (5292); Halcón Operating Co., Inc. (3588); Halcón Williston I, LLC (9550); Halcón Williston II, LLC (9676); Halcón Resources Operating, Inc. (4856); HRC Energy Louisiana, LLC (1433); HRC Energy Resources (WV), Inc. (2713); HRC Production Company (3501); Halcón Energy Holdings, LLC (0538); HRC Energy, LLC (5010); HK Energy, LLC (8956); HK Louisiana Operating, LLC (4549); HK Oil & Gas, LLC (0502); HK Energy Operating, LLC (8107); HRC Operating, LLC (5129).  The Debtors’ mailing address is 1000 Louisiana Street, Suite 6700, Houston, Texas 77002.

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