In the United States Bankruptcy Court for the Southern District of Texas Houston Division

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: § § Case No. 20-33642 (DRJ) PATRIOT WELL SOLUTIONS LLC § § Chapter 11 Debtor.1 § § (Emergency Hearing Requested)

DEBTOR’S EMERGENCY APPLICATION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE § 327(e) AUTHORIZING THE RETENTION AND EMPLOYMENT OF SPECIAL COUNSEL AS OF THE PETITION DATE

EMERGENCY RELIEF HAS BEEN REQUESTED. A HEARING WILL BE CONDUCTED ON THIS MATTER ON AUGUST 7, 2020 AT 10:00 AM IN COURTROOM 400, 515 RUSK STREET, HOUSTON TEXAS 77002. IF YOU OBJECT TO THE RELIEF REQUESTED OR YOU BELIEVE THAT EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU MUST EITHER APPEAR AT THE HEARING OR FILE A WRITTEN RESPONSE PRIOR TO THE HEARING. OTHERWISE THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED.

RELIEF IS REQUESTED NOT LATER THAN AUGUST 7, 2020.

PLEASE NOTE THAT ON MARCH 24, 2020, THROUGH THE ENTRY OF GENERAL ORDER 2020-10, THE COURT INVOKED THE PROTOCOL FOR EMERGENCY PUBLIC HEALTH OR SAFETY CONDITIONS.

IT IS ANTICIPATED THAT ALL PERSONS WILL APPEAR TELEPHONICALLY AND ALSO MAY APPEAR VIA VIDEO AT THIS HEARING.

AUDIO COMMUNICATION WILL BE BY USE OF THE COURT’S REGULAR DIAL-IN NUMBER. THE DIAL-IN NUMBER IS 832-917-1510. YOU WILL BE RESPONSIBLE FOR YOUR OWN LONG-DISTANCE CHARGES. YOU WILL BE ASKED TO KEY IN THE CONFERENCE ROOM NUMBER. JUDGE JONES’S CONFERENCE ROOM NUMBER IS 205691.

PARTIES MAY PARTICIPATE IN ELECTRONIC HEARINGS USING GOTOMEETING. PERSONS CONNECTING BY MOBILE DEVICE WILL NEED TO DOWNLOAD THE FREE GOTOMEETING APPLICATION.

ONCE CONNECTED TO A HEARING, PARTICIPANT MUST ENTER THE MEETING CODE “JUDGEJONES”. PARTICIPANTS MAY ALSO CONNECT USING THE LINK ON JUDGE JONES’S HOMEPAGE ON THE SOUTHERN DISTRICT OF TEXAS WEBSITE.

HEARING APPEARANCES SHOULD BE MADE ELECTRONICALLY AND IN ADVANCE OF THE HEARING. YOU MAY MAKE YOUR ELECTRONIC APPEARANCE BY:

1) GOING TO THE SOUTHERN DISTRICT OF TEXAS WEBSITE; 2) SELECTING “BANKRUPTCY COURT” FROM THE TOP MENU; 3) SELECTING JUDGES’ PROCEDURES AND SCHEDULES; 4) SELECTING “VIEW HOME PAGE” FOR JONES;

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5) UNDER “ELECTRONIC APPEARANCE” SELECT “CLICK HERE TO SUBMIT ELECTRONIC APPEARANCE;” 6) SELECT PATRIOT WELL SOLUTIONS LLC FROM THE LIST OF ELECTRONIC APPEARANCE LINKS; AND 7) AFTER SELECTING PATRIOT WELL SOLUTIONS LLC FROM THE LIST, COMPLETE THE REQUIRED FIELDS AND HIT THE “SUBMIT” BUTTON AT THE BOTTOM OF THE PAGE.

SUBMITTING YOUR APPEARANCE ELECTRONICALLY IN ADVANCE OF THE HEARING WILL NEGATE THE NEED TO MAKE AN APPEARANCE ON THE RECORD AT THE HEARING.

The above-captioned debtor and debtor-in-possession (the “Debtor”) states as follows in support of this motion.

Relief Requested

1. By this motion, the Debtor respectfully requests the entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), authorizing the employment and retention of Nygard Advisors, LLC (“Nygard Advisors”) as its special counsel, on substantially the terms set forth in that certain engagement letter (as amended, restated, or otherwise supplemented from time to time, the “Engagement Letter”), a copy of which is attached hereto as Exhibit B. In further support of this Application, the Debtor submits the Declaration in Support of the Debtor’s

Emergency Application for Entry of an Order Under Bankruptcy Code § 327(e) Authorizing the

Retention and Employment of Special Counsel as of the Petition Date (the “Nygard Declaration”), attached hereto as Exhibit C.

Jurisdiction and Venue

2. The United States Bankruptcy Court for the Southern District of Texas (the

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). The Debtor confirms its consent, pursuant to rule 7008 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court.

3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

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4. The bases for the relief requested herein are sections 327(e), 328, 330, 331, and

1107(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 and 2016 of the

Bankruptcy Rules, and rule 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern

District of Texas (the “Local Rules”).

Background

5. On July 20, 2020 (the “Petition Date”), the Debtor filed a voluntary petition for

bankruptcy under chapter 11 of the Bankruptcy Code. The Debtor continues to operate its business

as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee,

examiner, or official committee of unsecured creditors has been appointed.

6. A description of the Debtor’ business and the reasons for filing this chapter 11 case

is set forth in the Declaration of Matthew Foster in Support of Commencement of Chapter 11 Case

and First-Day Motions [Docket No. 13] (the “First Day Declaration”), which is incorporated by

reference as if fully set forth herein.

Nygard Advisors’s Qualifications

7. Nygard Advisors is uniquely positioned to provide corporate advice for the Debtor

because it has been advising the Debtor regarding its corporate and financing issues since July

2017 and is intimately familiar with the relevant facts and potential legal issues. Moreover,

through its long-standing relationship with the Debtor, Nygard Advisors has gained considerable

knowledge of the Debtor’s business operations to the extent necessary to effectively provide the

anticipated corporate services. If the Debtor had to retain different counsel to provide these

services, the Debtor would incur significant expenses in transitioning to new counsel and bringing

new counsel up to speed, given the complexity of this chapter 11 case. Accordingly, the Debtor

seeks to continue to employ Nygard Advisors to provide all aspects of general corporate advisory

services.

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8. Nygard Advisors is a law firm focused on providing outside general counsel, M&A,

contractual, and compliance legal counseling. Nygard Advisors has provided legal services to the

Debtor through its principal Dustin Nygard, who has developed a close working relationship with

the Debtor and has become intimately familiar with the Debtor’s corporate and financing

agreements and capital structure. For these reasons, the Debtor believes that Nygard Advisors has

superior qualifications to provide the Debtor with the requested services and that Nygard

Advisors’s employment as special counsel for the purposes specified herein is in the best interest of the Debtor’s estate, creditors, and other parties in interest.

Services to be Provided

9. Subject to the Court’s approval, Nygard Advisors will continue to provide the

Debtor general corporate counsel including, but not limited to: (a) drafting, reviewing and

finalizing full form documents required to implement the sale of substantially all of Debtor’s

operating assets (the “Sale”); and (b) providing advice in respect of the Sale.

10. Nygard Advisors will work closely with the Debtor’s general bankruptcy counsel,

Squire Patton Boggs (US) LLP and any other professionals that are retained during the term of the

engagement, to ensure that there will not be any duplication of effort.

Professional Compensation

11. As set forth in the Nygard Declaration, Nygard Advisors intends to (a) charge for

its legal services on an hourly basis in accordance with its ordinary and customary hourly rate in

effect on the date services are rendered and (b) seek reimbursement of actual and necessary out-

of-pocket expenses, subject to the Court’s approval and in compliance with applicable provisions

of the Bankruptcy Code, the Bankruptcy Rules, Local Rules, and any other applicable procedures

and orders of the Court.

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12. Mr. Nygard will be primarily responsible for the service rendered in this chapter 11 case, and his current billing rate is $325 per hour. There may be circumstances requiring the assistance of other attorneys or paralegals, including contract attorneys, from time to time, and they will be billed at their disclosed billing rates.

13. Pursuant to Bankruptcy Rule 2016(b), Nygard Advisors has neither shared nor agreed to share any compensation it has received or many receive with another party or person, other than with the professionals and contract attorneys associated with Nygard Advisors.

Nygard Advisors’s Disinterestedness

14. To the best of the Debtor’s knowledge, and as set forth in the Nygard Declaration,

Nygard Advisors does not hold or represent any interest adverse to the Debtor or its estates as required by section 327(e) of the Bankruptcy Code.

15. As set forth in the Nygard Declaration, Nygard Advisors is owed a nominal amount for corporate legal fees incurred immediately before the Petition Date ($4,857.50). As part of the

Debtor’s retention of Nygard Advisors, the Debtor requests that it have authority to add such amount to Nygard Advisors’s first fee request.

16. Nygard Advisors will periodically review its files during the pendency of this chapter 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Nygard Advisors will use reasonable efforts to identify such further developments and promptly will file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

Basis for Relief

17. Section 327(e) of the Bankruptcy Code provides that a debtor, subject to Court approval:

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[M]ay employ, for a specified special purpose . . . an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

11 U.S.C. § 327(e).

18. Moreover, section 1107(b) of the Bankruptcy Code provides that a person is not disqualified for employment under section 327 of the Bankruptcy Code by a debtor-in-possession solely because of such person’s employment by or representation of the debtor before the commencement of the case. 11 U.S.C. § 1107(b).

19. Retention of an attorney under section 327(e) does not require the same searching inquiry required for a debtor to retain general bankruptcy counsel under section 327(a). See

Meespierson Inc. v. Strategic Telecom Inc., 202 B.R. 845, 847 (D. Del. 1996) (“[S]pecial counsel employed under [section] 327(e) need only avoid possessing a conflict of interest concerning the matter at hand.”).

20. Nevertheless, the phrase “does not represent or hold any interest adverse to the debtor or to the estate” requires a factual determination of “all relevant facts surrounding the debtors’ case, including, but not limited to, the nature of the debtors’ business, all foreseeable employment of special counsel, [and] the expense of replacement counsel . . .” In re Woodworkers

Warehouse, Inc., 323 B.R. 403, 406 (D. Del. 2005). Further, in exercising discretion under section

327, the Court should take “into account the particular facts and circumstances surrounding the case.” In re Johnson, 433 B.R. 626, 635 (Bankr. S.D. Tex. 2010). In general, however, subject to the requirements of sections 327 and 1107, a debtor-in-possession is entitled to the counsel of its choosing. In re Vouzianas, 259 F.3d 103, 108 (2d Cir. 2001) (observing that “[o]nly in the rarest cases should the trustee be deprived of the privilege of selecting his own counsel”).

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Notice

21. The Debtor will provide notice of this Application to: (a) the Office of the United

States Trustee for Region 7 (Houston Division); (b) the holders of the 20 largest unsecured claims against the Debtor; (c) parties holding prepetition secured claims against the Debtor; (d) the United

States Attorney’s Office for the Southern District of Texas; (e) the Internal Revenue Service; (f) the Environmental Protection Agency; (g) the offices of the attorney general for each of the states in which the Debtor operates; and (h) any party that has requested notice pursuant to Bankruptcy

Rule 2002. The Debtor submits that, in light of the nature of the relief requested, no other or further notice is required.

[Remainder of page intentionally left blank]

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WHEREFORE, the Debtor respectfully request entry of the Order granting the relief requested herein and such other and further relief as is just.

Dated: July 31, 2020

Respectfully submitted,

By: /s/ Travis A. McRoberts Travis A. McRoberts (TX Bar No. 24088040) SQUIRE PATTON BOGGS (US) LLP 2000 McKinney Ave., Suite 1700 Dallas, TX 75201 Telephone: (214) 758-1500 Facsimile: (214) 758-1550

-and-

Kelly E. Singer (admitted pro hac vice) SQUIRE PATTON BOGGS (US) LLP 1 E. Washington St., Suite 2700 Phoenix, AZ 85004 Telephone: (602) 528-4000 Facsimile: (602) 253-8129

-and-

Christopher J. Giaimo (admitted pro hac vice) Jeffery N. Rothleder (admitted pro hac vice) SQUIRE PATTON BOGGS (US) LLP 2550 M St. NW Washington, DC 20037 Telephone: (202) 457-6000 Facsimile: (202) 457-6315

PROPOSED COUNSEL TO PATRIOT WELL SOLUTIONS LLC

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Certificate of Service

I certify that on July 31 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas.

/s/ Travis A. McRoberts Travis A. McRoberts

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EXHIBIT A

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: § § Case No. 20-33642 (DRJ) PATRIOT WELL SOLUTIONS LLC § § Chapter 11 Debtor.1 § § Re: Docket No. _____

ORDER UNDER BANKRUPTCY CODE § 327(E) AUTHORIZING THE RETENTION AND EMPLOYMENT OF SPECIAL COUNSEL AS OF THE PETITION DATE

Upon the Application2 of the of the above-captioned Debtor for entry of an order

(a) authorizing the Debtor to retain and employ as of the Petition Date Nygard Advisors, LLC

(“Nygard Advisors”) as its special counsel and (b) granting related relief; and upon the record of

the hearing on this Application; all as more fully set forth in the Application; and the Court

having jurisdiction to consider the Application and the relief requested therein pursuant to 28

U.S.C. §§ 157 and 1334; and venue being proper before this Court under 28 U.S.C. §§ 1408 and

1409; and consideration of the Application and the relief requested therein being a core proceeding as defined in 28 U.S.C. § 157(b); and due and proper notice having been given to the parties listed in the Application, and it appearing that no other or further notice need be provided; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and it appearing that the relief requested in the

Application is in the best interest of the Debtor, its estates, creditors, and equity security holders;

and upon all of the proceedings had before the Court and upon due deliberation and sufficient

cause appearing thereof,

1 The Debtor in this chapter 11 case and the last four digits of the Debtor’s taxpayer identification number is Patriot Well Solutions LLC (4516). The Debtor’s headquarters is located at 1660 CR-27 Unit A, Brighton, CO 80603. 2 Capitalized terms used not otherwise defined herein shall have the meaning ascribed to them in the Application.

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IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. The Application is GRANTED as set forth herein.

2. The Debtor is hereby authorized to retain the law firm of Nygard Advisors, LLC as its special counsel, as of the Petition Date, in accordance with the terms set forth in the

Engagement Letter and as proposed in the Application.

3. Nygard Advisors is a “disinterested person” as that term is defined in 11 U.S.C.

§ 101(14) and has no interest adverse to the Debtor’s estate or creditors, on the matters for which it has been retained.

4. The compensation terms as stated in the Engagement Letter and the Application are reasonable and approved.

5. Nygard Advisors is hereby authorized to include in its first fee request the cost of corporate legal fees incurred immediately before the Petition Date in the amount of $4,857.50, and the Debtor is hereby authorized to make such payment.

6. Nygard Advisors shall comply with all applicable provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, and all orders of this Court with respect to applying for and receiving payment of its fees and expenses, whether on an interim or final basis.

7. To the extent there is any conflict between the provisions of the Engagement

Letter and this Order, this Order shall govern.

8. The Debtor is authorized to take all steps necessary or appropriate to carry out the terms of this Order.

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9. This Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Order.

Houston, Texas Dated: ______, 2020

DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT B

Engagement Letter

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NYGARD Dustin M. Nygard ADVISORS, 801-641-6253 LLC [email protected]

July 18, 2017

Patriot Well Solutions LLC 475 17th Street, Suite 1020 Denver, Colorado 80202 Attention: Dragan Cicvaric, President and CEO

Re: Engagement for New Legal Services

Dear Dragan,

Thank you for giving Nygard Advisors, LLC (Nygard Advisors) the opportunity to serve you in a new matter. I want to take this opportunity to confirm our understanding of the work you have asked us to do, and to let you know how we plan to handle staffing, billing, and other aspects of our engagement. Your satisfaction on all these matters is very important to us, and we ask that you tell us what you need and expect from us. If at any time you have questions or concerns, please let me know promptly.

You have asked us to provide advice in connection with general legal matters.

Our general billing and fee arrangements are set forth in the enclosed Billing and Fee Arrangements Memorandum. Our billing is based on hourly rates. I will be primarily responsible for this matter, and my current billing rate is $325.00 per hour. There may be circumstances requiring the assistance of other attorneys or paralegals, including contract attorneys, from time to time, and they will be billed at their disclosed billing rates. We bill monthly, and we ask that our invoices be paid within 15 days.

As you know, we must be certain that this engagement does not put us in conflict with any other client interest. If a conflict were discovered after we have begun our work on this engagement, we might have to discontinue our work for you. Therefore, it is very important that you tell us all potential conflicts. We have examined our records with respect to current matters and do not find any current conflicts.

Please let us know immediately if any other persons are involved in this matter now, or if others become involved in the future. If, in our judgment, we determine that a conflict of interest does exist, we will notify all affected clients and will proceed in a manner consistent with the ethical standards contained in the Colorado Rules of Professional Conduct.

It is the firm’s policy to retain relevant documents in our files (including emails and other electronically stored information) for every matter or other engagement until the completion of the engagement. Shortly after the conclusion of an engagement, we may send you a written offer to return these documents to you. We may delay or limit our offer to return the documents if we believe that there are unusual circumstances requiring us to retain some or all of the documents after the completion of the engagement. If we do offer to return documents to you, however, and you fail to accept the return of the documents within three months of our offer, you agree that the firm may destroy all unclaimed documents in your file for that particular matter, including any copies thereof. In any event, if we do not send you a written offer to return your files to you after the completion of an engagement, it is our policy to destroy all files (including all materials in those files), seven (7) years after we have last billed the client for services on the matter or engagement.

Nygard Advisors, LLC • P.O. Box 19052 • Golden, CO 80402 • 801.641.6253 • [email protected]

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Patriot Well Solutions LLC July 18, 2017 Page 2

While this retention period may be adjusted if current legal or ethical restrictions on destruction of client files are modified, unless you are informed otherwise by us, you should assume that your files will be destroyed after this seven (7) year period. After seven (7) years, you will not receive any further notice prior to the final disposition of your files. Accordingly, if you wish to maintain a record of this matter beyond this seven (7) year retention period, upon the completion of the engagement, you should make a written request for the documents that you wish to retain.

Once again, we appreciate the opportunity to be of service to you and look forward to working with you. We will do our best to anticipate and respond to your needs. If at any time you have any questions about this letter or otherwise, please call me.

Sincerely,

Dustin M. Nygard for NYGARD ADVISORS, LLC

Enclosure

Acknowledged and agreed this July 18, 2017:

Patriot Well Solutions LLC

By: ______Name: Dragan Cicvaric Its: President and CEO

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NYGARD

ADVISORS, BILLING AND FEE ARRANGEMENTS LLC

Understanding. We are pleased to have the opportunity to serve you. Our aim is to provide the highest quality and most efficient legal services possible. Experience has shown that our relationship will be stronger if we start it with a mutual understanding about fees and their payment. Unless our engagement letter alters these arrangements, we will assume that these terms are acceptable to you and that they will also apply to future matters on which we can be of service to you.

Fees. Our fees will be based primarily on the amount of time spent by lawyers. Each lawyer and paralegal in our firm, and any contract attorney, has an hourly billing rate, and the rate multiplied by the number of hours spent on a project is the initial basis for determining our fee. We may, however, adjust the charge downward or upward based on other factors such as the novelty or complexity of the issues and problems encountered, the extent of the responsibility involved, the results achieved, the efficiency of our work, the customary fees for similar legal services, and other factors that will enable us to arrive at a fair fee.

Our current normal hourly rate for legal services by lawyers is $325.00 per hour. Our hourly billing rates are usually reviewed and adjusted from time to time and at least once a year.

Work Assignments. The lawyer you deal with primarily may assign parts of your work to other lawyers or other personnel under his supervision, and may use other lawyers where specialized help is needed. The supervising lawyer will continue to be responsible to you for the entire assignment, however, and will be available to discuss the use of other personnel with you.

Disbursements on Your Account. Statements will typically be rendered monthly for work done in the previous month, covering and identifying services rendered as well as disbursements and other charges. These disbursements and charges include items incurred and paid for by us on your behalf such as special postage, delivery charges, travel, photocopying, and use of other service providers such as printers or experts, if needed. Disbursements may be subject to a 10% surcharge on each disbursement.

Payment. Payment will be due within 15 days of receipt. If we do not receive comment about the statement within 30 days of the statement date, we will assume that you have seen the bill and find it acceptable. Statements unpaid within 30 days will be subject to a late charge of 1.5% per month (18% per year) on the unpaid balance commencing from the date of the original statement and continuing until paid. Payment should be made in U.S. dollars, in checks or drafts payable to “Nygard Advisors, LLC.” If any of our statements remain unpaid for more than 90 days, we may, consistent with our ethical obligations and judicial requirements, cease performing services for you until arrangements satisfactory to us have been made for payment of arrearages and prospective future fees.

Delinquent Accounts. Occasionally, an account becomes delinquent. Should this occur, the firm has collection procedures that it will undertake to ensure that the account is paid promptly. In the event that we initiate litigation to collect a delinquent account, you agree to pay our costs of collection, including reasonable attorneys’ fees. In fairness to most of the firm’s clients who pay their bills each month, these collection procedures and our late payment charge have been established so that the minority of clients whose accounts become delinquent will bear the firm’s cost of such delinquent accounts.

Questions. If you have questions about any aspect of our arrangements or our statements from time to time, feel entirely free to raise those questions. It is important that we proceed on a mutually clear and satisfactory basis in our work for you. We are open to discussion of all of these matters, including the amount of our statements, and we encourage you to be frank about them. DocuSign Envelope ID: 2D373917-477A-464C-BB13-37F595D5D306Case 20-33642 Document 101-2 Filed in TXSB on 07/31/20 Page 5 of 5

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EXHIBIT C

Declaration in Support of Retention Application

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: § § Case No. 20-33642 (DRJ) PATRIOT WELL SOLUTIONS LLC § § Chapter 11 Debtor.1 § §

DECLARATION IN SUPPORT OF DEBTOR’S EMERGENCY APPLICATION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE § 327(E) AUTHORIZING THE RETENTION AND EMPLOYMENT OF A SPECIAL COUNSEL AS OF THE PETITION DATE

I, Dustin Nygard, declare under penalty of perjury:

1. I am a principal of the law firm of Nygard Advisors, LLC (“Nygard Advisors” or

the “Firm”), located at 600 17th Street, Suite 1400S, Denver, Colorado 80202. I am admitted,

practicing, and a member in good standing of the bar of the State of Colorado.

2. I submit this declaration (the “Declaration”) pursuant to Rule 2014 of the Federal

Rules of Bankruptcy Procedure in support of the Debtor’s Emergency Application for Entry of an Order Under Bankruptcy Code § 327(e) Authorizing the Retention and Employment of

Special Counsel as of the Petition Date (the “Application”), filed contemporaneously herewith

by the above-captioned debtor and debtor in possession (the “Debtor”). I am in all respects

competent to make this Declaration pursuant to section 327(a) of chapter 11 of title 11 of the

United States Code (the “Bankruptcy Code”) and Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”). I am authorized to make this Declaration on

behalf of Nygard Advisors.

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3. Except as otherwise indicated, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto.

Nygard Advisors’s Qualifications

4. Nygard Advisors is a law firm focused on providing outside general counsel, M&A, contractual, and compliance legal counseling. Nygard Advisors is uniquely positioned to provide corporate advice for the Debtor because it has been advising the Debtor regarding its corporate and financing issues since July 2017 and is intimately familiar with the relevant facts and potential legal issues. Moreover, through its long-standing relationship with the Debtor, Nygard Advisors has gained considerable knowledge of the Debtor’s business operations, corporate and financing agreements, and capital structure to the extent necessary to effectively provide the anticipated services. For these reasons, I believe that Nygard Advisors is well-suited to continue to serve as the Debtor’s special counsel.

Services to be Provided

5. Subject to the Court’s approval, Nygard Advisors will continue to provide the

Debtor general corporate counsel including, but not limited to: (a) drafting, reviewing and finalizing full form documents required to implement the sale of substantially all of Debtor’s operating assets (the “Sale”); and (b) providing advice in respect of the Sale.

6. Nygard Advisors will work closely with the Debtor’s general bankruptcy counsel,

Squire Patton Boggs (US) LLP and any other professionals that are retained during the terms of the engagement, to ensure that there will not be any duplication of effort.

Professional Compensation

7. Nygard Advisors intends to (a) charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rate in effect on the date services are rendered

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and (b) seek reimbursement of actual and necessary out-of-pocket expenses, subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, Local Rules, and any other applicable procedures and orders of the Court.

8. I will be primarily responsible for the service rendered in this chapter 11 case, and my current billing rate is $325 per hour. There may be circumstances requiring the assistance of other attorneys or paralegals, including contract attorneys, from time to time, and they will be billed at their disclosed billing rates.

9. Pursuant to Bankruptcy Rule 2016(b), Nygard Advisors has neither shared nor agreed to share any compensation it has received or many receive with another party or person, other than with the professionals and contract attorneys associated with Nygard Advisors.

Compensation Received by Nygard Advisors from the Debtors

10. Prior to the Petition Date, Nygard Advisors was not paid a retainer. However, during the ninety days prior to the Petition Date, Nygard Advisors received the following payments from the Debtor for work performed as its outside general corporate counsel:

Date Amount 7/18/20 $18,340.00 7/10/20 $6,325.00 6/30/20 $10,273.00 6/12/20 $7,825.50 5/21/20 $9,568.50 5/05/20 $4,752.50 4/20/20 $9,912.50

11. Although it was my understanding at the time of the Petition Date that the Firm was not owed any money as of the Petition Date, after reviewing prior billings in connection with the preparation of this Declaration, I discovered that the Debtor owes the Firm approximately

$4,857.50 for corporate legal services incurred during a short period of time immediately before

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the Petition Date. After consultation with the Debtor, it is my understanding that the Debtor’s budget would allow this amount to be paid as part of the Firm’s retention.

Nygard Advisors’s Disinterestedness

12. Based upon information supplied by Debtor’s bankruptcy counsel, Nygard

Advisors searched its client database to identify any connection or relationship with the parties in interest in this chapter 11 case, attached hereto as Schedule 1 (“Potential Parties in Interest”).

Nygard Advisors may have in the past represented, may currently represent, and may in the future represent, certain of the Potential Parties in Interest in matters unrelated to the matter on which the

Firm is being employed in this chapter 11 case. None of these representations are materially adverse to the interests of the Debtor’s estate. To the best of my knowledge and based upon the results of the search of the Potential Parties in Interest, Nygard Advisors does not hold or represent any interest adverse to the Debtor or its estates with respect to the matter on which the Firm is being employed, as required by section 327(e) of the Bankruptcy Code.

13. Nygard Advisors will periodically review its files during the pendency of this chapter 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Nygard Advisors will use reasonable efforts to identify such further developments and promptly will file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.

Dated: July 31, 2020 /s/ Dustin Nygard Dustin Nygard

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Schedule 1 Potential Parties in Interest

Debtor A-1 Fire & Safety Patriot Well Solutions LLC A2A Ventures LLC, Madison Cleaning Services Current and Former Directors and Accelerated Chemical Efficiencies USA, Officers LLC Corey Gerken Ace Hardware of Fort Lupton Paul Hulin Ace Pilot Car Service, LLC Ryan Bohnert ACJ Radiators Robert McNally Acme Tools, Acme Electric Motor, Inc. Dragan Cicvaric ACME Truck Line Inc. Craig Morgan Action Electric Andy Langley Action Transportation, Inc. Milan Karic Adams Testing Service, Inc Matt Foster Adams-ISC,LLC Ben Guill Advanced Diesel & Equipment Services, Jim Meneely III Inc. Mike Tangedahl Advanced E-Line Solutions Eric White Advanced Electric LLC Advanced Hydraulic & Machine Inc. Debtor’s Professionals Advanced Measurements, Inc. Squire Patton Boggs (US) LLP Advanced Urgent Care and Occupational Stretto Medicine Sonoran Capital Advisors LLC Advanced Wireline Services Jason Kaufman Agfinity, Inc Agility Resources, LLC Financers Ahern Rentals, Inc TCF National Bank Air Comm Corporation J.P. Morgan Air Innovations Inc. Chemical Bank Air Liquide Industrial U.S. LP City National Bank of Florida Airgas On-Site Safety Services, Inc. Airgas USA, LLC Vendors Al's Upholstery 3rd LAI/LAR Battalion Wolfpack Alaskan Copper Companies, Inc. Association Alexander, Miller & Associates LLC 4g Wireline Systems, LLC All American Chemical Sales 448 Supply, Inc. All American Sales & Service 1540 LLC All Copy Products, Inc 1804 Truck Parts & Service All Seasons Sport About Inc A&A Sheet Metal Products, Inc dba All Truck & Trailer Parts Securall All-Out Fire Extinguisher S&S A&E Tire Inc. Allguard Security LLC A&F Electric, Inc. Allied Electronics Inc A+ Garage Doors, LLC Allstate Peterbilt Group

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Alltite, Inc Basin Printers Inc Ally Equipment, LLC Basin Safety Consulting Corp Alpha Slip Rings, Inc. BCS ProSoft, LLC Alpine Auto Glass Beacon Oilfield Services LLC Altitude Energy Partners, Inc. Bear Creek Services, LLC Altus Intervention USA Inc. Beaver Creek, LLC American Equipment LLC dba American Becker Safety and Supply Crane Group BEKK's Hot Oil Service, Inc. American Express Bell Supply Company, LLC American Piping Inspection, Inc. BenchMark Wireline Products, Inc. American Truck Fab, LLC Benz Oil Co., Inc. Americase, Inc. Berendsen Fluid Power Inc. Amigos Equipment Corporation Berkley Insurance Company Anderson & Associates, Inc. BES Supply Store Anderson Oil Supply BEST Flow Line Equipment Andrews Pump & Supply, Inc. Best Western Cheyenne dba Cheyenne Ann Harris Bennett Sundowner, LLC Answering Service of Casper Best Western Hudson dba Loves Hospitality AP Manufacturing Inc. LLC Apex Transportation, Inc. Best Western Pinedale/Executive Inn of Applied Industrial Technologies, Inc. Jackson Appropriate TEAM Solutions Inc. Best Western Plus Casper Inn and Suites Arapahoe Field Services, LLC Best Western Plus Landmark Hotel Aries Freight Systems, LP Best Western Plus Overland Inn; Fort Armstrong Transport Group, LLC Morgan Sundowner, LLC ASAP Drug Solutions, Inc. Best Western Premier Bryan College Station ASAP Systems Best Western Tower West Lodge dba Khan Aspen Air U.S., LLC Enterprises Assist Consulting, LLC BHD Test & Measurement & Caliber Test Atascosa County Tax Office & Measurement Atascosa Materials LLC Big Orange Planet Atlas Oil Company Big Sky Energy Equipment Austin Hose- A-7 Austin Ltd. Bighorn Vac Inc. Auto Value - Williston Bison Pump & Supply, Inc. Avalanche Equipment, LLC Bison Trucking LLC Avant Law Group, LLC Black Gold Oilfield Services, LLC Avenger Logistics, LLC Black Hawk Crane & Rigging, Inc. Axio Wireline TX LLC Black Widow Tinting, LLC Axiom Medical Consulting LLC Blitzkrieg Trucking Inc., dba BTI Axis Service, LLC Bob's Truck Repair, Inc B&T Oilfield Products Border Steel Badger Daylighting Corp. Bornschein Electric LLC Baird Quinn LLC Bosselman Boss Truck Shops Baker Hughes Boys & Girls Club of Douglas Baker Pilot Car/Escort Brace Tool USA, Inc. Banner Media Group Bradsby Group

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Brand X Hydrovac Services, Inc Circle B Trailers Texas LLC Brekke Storage City of Fort Lupton Bridgestone HosePower, LLC City of Greeley Brighton Fire Rescue District City of Williston Brighton Ford CK Mechanical, Inc. Brown County Services, LLC CL7 Metal Works, LLC. Brown Hawk Hot Shot Class C Solutions Group Bruckner Truck Sales, Inc. Clausen Welding Buckaroo AutoGlass LLC; Andres Sanchez Clean Harbors Environmental Services, Inc. Bulldog Services LLP Clean Room Devices, Inc. Busy Bee's Cleaning Services Clear Choice Technical Services LLC Buttler Machinery Company Clear Spider Inc. C&D Water Services Cliff's Crane & Equipment Repair, Inc. C&J Spec-Rent Services, Inc. Close Contact Security Services C.A. White Wireline Services CMCCA LLC Cacheaux, Cavazos & Newton, L.L.P. Coach, Truck & Tractor, LLC Cal-Kern, LLC. Coan, Payton & Payne, LLC CAM Safety, LLC Cobblestone Hotel & Suites Canatex Completions Solutions Inc. CoilData LLC Cannon Steel, Inc. Collective Data, Inc. Capitol Bearing Service of Austin, Inc. Colographic Inc. Cardwell Distributing Colorado Department of Revenue Carlsbad Fire Department Colorado Mobile Drug Testing LLC Carlsbad Medical Center Colorado Petroleum Products Company Casper Fire Extinguisher Service, Inc Colorado Transport LLC Catherine M O'Grady-Goza Colorado Urgent Care PLLC dba NextCare Cazador Hot Shot Xpress Urgent Care CBIZ MHM, LLC Comfort Inn, Brighton dba Pert Plus, LLC CCJ Energy LLC Complete Energy Services, Inc. CDK Rentals LLC ComplyWorks Ltd. Cedars Health, LLC Comptroller of Public Accounts Cenergy International Services, Inc. ConleyMax Energy Inc. Central Truck & Diesel, Inc Connective Systems & Supply, Inc Central Well Services LLC Consolidated Energy & Business Central WY Chapter of the API Enterprises, LLC Certek Heat Machine USA, LLC Consolidated Resource, LLC Certified Laboratories Division Continental Tire The Americas, LLC Chammas Cutters Inc. Contractors Equipment Center LLC ChampionX LLC Cook Pressure Testing; Logan Daniell Cook Chart Inc. Cooper Welding Inc. ChemStation of South Texas dba E Corcoran Oilfield Services Inc. Environmental TX Corelube Equipment CHEMTREC (a division of ACC) Corporate Billing LLC dba Rocky Mtn CHI St Alexius Health Williston Truck Centers Christopherson's Tin Lizzy, Inc Corporate Hospitality Services Cintas Corp / Cintas First Aid & Safety Corporate Intelligence Researchers, Inc.

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Corporation Service Company DAT Solutions, LLC Cory E Mekelburg DataCan Services Corp. COT Oil Tool, Inc. DataCan USA, Ltd. Country Girl Pilot Car Service Davis Graham & Stubbs LLP Country Truck & Auto LLC. Davis Truck Service, Inc. Cox Ranch Originals Days Inn Casper Crane Testing & Training Days Inn Kimball dba Wesley Mietus LLC CraneWorks, Inc. Dayton I.S.D. Tax Office Creek Energy Services LLC Dean's Bulk Service Cross Creek Investments LLC Del Camino Service Plaza & Truck Wash Cross Petroleum Service LLC CS Consulting LLC Delaware Secretary of State CS&P Technologies, LP Delta Rigging & Tools CSI Inspection LLC Deluxe Enterprise Operations, Inc. CSR, Inc. Denver Section of Society of Petroleum CT Lien Solutions Engineers Cummins Sales and Service Denver Wire Rope & Supply Cummins Welding, LLC Department of Workforce Services CUPS Drug Testing & Occupational Health Desert Hills Electric Supply, Inc. Curl Stahl Geis, P.C. Devoe Heavy Duty Towing, LLC Custom Environmental Services, Inc Dial Lubricants Inc Custom Fluid Power, Inc Diamond Non Destructive Testing LLC Custom Truck & Equipment, LLC Diamondback Industries Custom Truck Capital Dickes & Wood Consulting, LLC Custom Truck One Source Dickinson Towneplace Suites by Marriott CustomHardHats.com Diesel Laptops, LLC Custum Enviornmental Services, Inc. Diesel Service and Supply Cutting Loose Landscape LLC Discount Tire & Service CY Trailers Diversity Technologies Corp D&D Enterprise of Baldwin, LLC Pallet Division of Oil and Public Safety Green Dixie Iron Works, Ltd. D&D Truck Sales, Inc. DNOW LP D&L Pilot Car Service, LLC DOL-OSHA D&N Technologies, LLC Downhole Chemical Solutions, LLC D-Lux Pilot Service Inc Downhole Stabilization Rockies, Inc. D.S. Swearingen Machine & Welding DPF West LLC dba DPF Alternatives Dacotah Paper Co. Dragon Products, Ltd. Dacotah West Crane Service Drive Train Industries, Inc Dakota Diesel USA Inc Driven Repair LLC Dakota Fence Company Drug Testing Services of Natrona County Dakota Fluid Power, Inc. DTH Durango Dakota Truck & Farm Duane W Ingerson Dalaine's Pilot Car Duane's Radiator Shop Dan's Tire Service of Williston LLC Ductworks, Inc. Darby's Welding & Machine, LLC Duffy Crane & Hauling DarkVision Technologies Inc Dunagan Associates Property Management

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DXP Enterprises, Inc. F.I.R.S.T Fast Initial Response Systems & DynaEnergetics, Inc Training Dypex Inc Fabricon, Inc. E&E Exhibit Solutions Falck Safety Services E&G Terminal Corporation Farstad Oil, Inc. E470 Public Highway Authority FAS Systems Group, LLC Eagle Heights Pleasanton, LLC Fastenal Company East Texas NSPEX, LLC FASTSIGNS Eaton Towing and Recovery LLC Federal Express Corporation Economy Polymers & Chemicals FedEx EDC Oilfield Services Inc FedEx Freight Eldorado Artesian Springs & Inc FedEx Trade Networks Electric & Magneto, Inc. FedEx Trade Networks Canada Electric Line Technologies, LLC FHE USA LLC Elite Oil Field Services, LLC Finoric LLC Elton Christopherson Fire Alarm Services, Inc EM Cable Services Inc First American Title Company, Inc. Empire Handyman First Call Communications Endless Tubing, LLP First Choice Seals LTD. Energy Completion Services LLC FIU Investments LLC Energy Laboratories, Inc. FM Construction Services Inc. Energy Resources International of Texas, FMH Material Handling Solutions, Inc. LLC Force Services LLC Energy Tech Systems, Inc. Forensic Pursuit Engenium Chemicals Corporation Forum Canada ULC Enterprise FM Trust Forum Flow Equipment ENTREC Cranes & Heavy Haul Inc. Fox Scientific, Inc. Enviro Shield Products, Inc. Frac-Chem LLC Environmental & Safety Support Group Fraxion Spend Management LLC Environmental Services Freedom Fuels USA, INC Epic Performance Solutions, LLC Freedom Mobil Wash Epic Wireline Services, LLC Freedom Oilfield Services, LLC Equipment Management Solutions Freedom Service Dogs, Inc. Equipment Savers Fremont Motor Casper Inc ERIKS NA, Inc. Front Range Mountain Air LLC Etterman Sales LLC; DBA Jae Enterprises Frontier Heavy Haul & Support, Inc Everything Safety LLC FSTI, INC. EVO Incorporated G&A Outsourcing Inc. Evolution Completions, Inc. G&H Diversified, Mfg. LP Evolve LLC (Jennifer McMinn) G&K Machine Company Ewing Auto Parts, Inc. G&K Services Inc/A Division of Cintas Expensify, Inc G&K Trucking, Inc. Expert Auto Glass Corp GACP Finance Co Loan Admin Expro Americas LLC Gardner Denver Petroleum Pumps LLC Extreme Shale Performance dba ESP Garretson's Sport Center GC Products, LLC

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GEFCO Inc Heavy Duty Truck Repair, Inc. General Distributing Company Hein & Associates LLP General Equipment & Supplies, Inc Herc-U-Lift Inc. Geo-Log, Inc. Hero Expeditions, Inc. GEODynamics, Inc. Hesco Bastion Inc GGT Guardian Texas LLC High Country Crane Service Gibbs Crane Services LLC High Plains Gas & Supply, LLC Gibbs Equipment Hill Enterprises, LLC Gibbs Towing LLC Hill Petroleum Gil's Boots Hilltop Laundromat dba Kaddywampus Glenn E, Sessions and Sons, Inc. LLC Global Downhole Tools, Inc. Holiday Inn & Suites- Durango Lodging Global Dynamics Inc LLC Global Equipment Co., Inc. Holiday Inn - Riverton Convention Center Global F.I.R.E. Response & Safety, Inc. Holiday Inn Express & Suites, Braehead Global Nitrogen Services, LLC Lodging LLC Global Specialized Services, LLC Holiday Inn Express & Suites, Gilllette, WY Global Tubing, LLC Holiday Inn Express & Suites- Trisimo GOWell International, LLC Brigton III GP Oilfield Products, LLC Holiday Inn Express, Buffalo, Wyoming Graco Oilfield Services Holland & Hart LLP Grainger Homax Oil Sales, Inc. Granite Peak Fuel Services LLC Home of Economy, Inc Graphic Controls Honey Badger Rentals LLC Gravity Oilfield Services, LLC. Honstein Oil & Distributing LLC Great American Capital Partners LLC Horizon Cable Service, Inc. Great American Group Advisory & Horizon Energy Services LLC Valuation Services Horizon Resources Great Plains Cleaning Systems Hose & Rubber Supply, Inc. Great Western Transportation, Inc. Hotsy Equipment Company Grooms & Harkins, P.C. Hotsy Equipment Company, San Antonio GSS Contruction & Oilfield Suplly, GSS Hotsy Equipment of Wyoming Inc Transport Hotwell US, LLC Gulf Coast Manufacturing, LLC Houston Dunn, PLLC Gyrodata, Inc. Howard Supply Company, LLC H&E Equipment Services, Inc. HSSCO, Inc. dba Hydraulic Supply & Halliburton Energy Services, Inc. Service Co. Hampel Oil Distributors Inc Hunting Energy Services, Inc. Hampton Inn & Suites - Pinedale dba WHI - Hunting Titan Inc Pinedale Huston Graphics & Printing Hampton Inn and Suites Douglas HWF Welding and Fabrication Harrison Jet Guns Hydra Rig Nitrogen Division #192 Hasco Oil Company, Inc. Hydra-Power Systems, Inc Hawkeye Completion Services, LLC Hydraulex, Attica Hydraulic Exchange HB Rentals, LC Hydraulic Consulting Services LLC HCI Communications, Inc. Hydro Clean Powerwashing

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I Made R Safe & Compliant Inc Justin Raymond Lewis dba JRev Services IEC Corporation LLC Impact Selector International LLC K&C Hose and Supply, LLC Implement Safety, LLC K&C Tech Services, Inc. Independence Oilfield Chemicals, LLC K&R Roustabout Inc. Industrial Distributors Inc. Kane Instrumentation Ltd. Industrial Lubricant Company KBgraFX Signs, LLC. Industrial Oils Unlimited, LLC Kellerman Diesel Solutions LLC dbaDPF Inland Truck Parts Company Alternatives Innovative Completion Systems, Inc Kelly Walsh Powerlifting Instrument Electric Svc, Inc. Kemper Valve & Fittings Corp. Intermountain Motor Sales, Inc. Kenz & Leslie Distributing Company, Inc. Interstate Ford Kerr Pumps Interstate Power Systems Kimball Midwest Ira Gresens KLX Energy Services LLC Ireland Stapleton Pryor & Pascoe PC KLX Inc Iron Bear Trailer Kotana Communications Inc Ironman Specialty Fluids LLC KP Squared LLC ISN Software Corporation Kran, LLC Izzy Trucking LLC Kroenke Sports Holdings J T Tool & Supply LLC KRT Inc J&J Presure Management USA, LTD KS Enterprises II, LLC J&S Auto Body, Inc. KSWC- Heron, King Southwest and J&S Heavy Haul LLC Consulting of Cypress J. J. Keller & Associates, Inc. Kutak Rock LLP J.H. Semp and Sons Machining Inc. LA Quinta by Wyndham Jourdanton- Jackson Lewis P.C. Pleasanton Jags Rag Company La Salle Oil Company Jai Jai Mata Douglas, Inc Laguna Crane Services, LLC Jason Erdmann Lamb Heating and Air Conditioning, Inc. Jayhawk Trailers Inc Landmark Occupational Health JCL Properties Landstar Ranger, Inc. Jet Hose & Packing Inc. Laramie County Court Jewel Energy Service Inc. Largent's Pilot Car Service JGB Enterprises, Inc. (ND) Lariat Business Consulting, LLC. JK Enterprises Laser Systems Security JM Services Cran and Rigging, Co. Lathrop Gage, LLP Joe Patterson Ranch Laundry Loft, LLC John Elway Chrysler Jeep Dodge Ram Lawson Products, Inc. Johnson Auto Plaza Inc. Lee Specialties Inc Johnson Controls Fire Protection LP Lee Specialties Rentals (USA) LLC Jones Construction Welding, LLC Lee Specialty Seals Inc. JPMorgan Chase Bank NA Legacy Pressure Control, Inc. JRJ IHM, LLC Legacy Safety and Consulting, LLC Jumps Law, LLC Legend Services Inc. Lewan Technology

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Liberty Commercial Finance, LLC Mefford Zirbel & Associates Inc dba High Liberty County Tax Assessor-Collector Plains Trailers Liberty Oilfield Services Meraki Software Group LICGF Denver Office Building, Inc. Merit Advisors, LLC Lickety Split Car Wash, LLC MHC Kenworth Light Foot USA LLC Mi-Sher Fleet Specialist, Inc. Lightning Field Service, Inc. Michaels Fence & Supply Inc. Lime Instruments Mid-West Hose & Specialty, Inc. Locke Lord LLP Miller Sheet Metal; C&C Plumbing and Locked & Loaded Hotshot Services Heating, LLP Lockton Companies Min-Tech Engineering, Inc. Loffler Companies Inc Mississippi Department of Revenue Logan Kline Tool Mitchell Pilot Car Service, Inc Lone Star Radiator Co., Inc. MJS Safety, LLC Lonestar Forklift Mobile Data Technologies, Ltd. Long Reimer Winegar LLP Mobilease, Inc. Louisiana Department of Public Safety Montana Vehicle Services Bureau Louisiana Explosive Training LLC Montana-Dakota Utilities Co. LT Environmental, Inc. Monzack Mersky McLaughlin and Browder, Lubrication Engineers, Inc. P.A. Luxent, Inc. Moore's Auto Body, Inc LWF Services LLC Morlock Hauling, LLC Lynch Material Handling Morrow's Portable Welding LLC; Lane F. M&M Control Service, Inc Morrow M&M Sales and Service Moss Adams LLP Magnum Oil Tools International LTD Motion Industries, Inc. Makenna Hotel Investments, LLC MouerHuston PC Manager of Finance Mountain Supply & Service LLC dba Marini Diesel MBRP Holdings Mark Williams Mountrail County Medical Center, Inc Martin Electric Plants Mr Sunshine Upholstery; Michael M Matex Company Meidinger Matheson Tri Gas Inc. Mullen Trucking Corp. Maxwell Paper Products Murch And Smith Energy Solutions LLC MBH Energy Resources LLC My Pilot Car LLC MBHE Holdings LLC Myers Auto Parts Inc. dba Napa Auto & MBI Energy Rentals, Inc Truck Parts McClain Oil Tools N&S Flame Spray LLC McCody Namco Machine & Gear Works LTD. McGee Company Napa Auto Parts McGriff, Seibels & Williams National Industrial & Safety Supply LLC Mckinney Trailer Rentals National Oilwell DHT, LP dbaNational McMaster-Carr Supply Company Oilwell Varco McMurry Ready Mix Co. National Oilwell DHTdba Dynamic Drilling McWhorter's LTD Solutions National Oilwell Varco, LP - L1008

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National Oilwell Varco, LP dba Tuboscope Oil States Industries, Inc. Natrona County Treasurer Old Dominion Freight Line Inc. Natrona County Weed & Pest Control Dist Old Skuhl Diesel & Equipment Service, NCSG Crane & Heavy Haul Services, Inc. LLC Nelson's Truck and Tire Services, LLC Olson Auto Body & Collision Center New Mexico Secretary of State OmniCard, LLC Newman Glass Co. LLC On The Hook LLC Newman Signs, Inc. OneCor Services, LLC Nextteck Inc; William M Ragsdale Onsight Autoglass Repair LLC Nexus Energy Technologies, Inc. Orkin, LLC Nexus Energy Technologies, Inc. (Canada) Ornery's Pilot Car Nine Energy Service; Nine Downhole Orteq Energy Technologies, LLC Technologies, LLC OSO Perforating, LLC NLINK LLC OSP Telomer Corporation, Inc. Norco, Inc OSS Oilfield Equipment Ltd North American Sealing Solutions Overhead Door Company of Casper, Inc. North Dakota Insurance Department- State Owen Oil Tools LP of ND Pac-Van, Inc North Dakota Office of State Tax Pacific Office Automation Inc Commissioner Pacific Steel & Recycling North Dakota Safety Pros Inc Panhandle Cooperative Association North Texas Crane - West Division (Delbert Panther Pressure Testers Inc Nevius) Paperless Business Systems (Roman PBS Northern States Fishing Tool CO, INC. Acquisition) Northwest Parkway LLC Parkway Utility District Northwest Supply Co R&R Trophies Inc. Partsmaster Northwest Tire, Inc Pathfinder BOP and Accumulator Service Notbohm Motors, Inc. Pathfinder Inspections & Field Services, NOV CTES dba National Oilwell Varco, LLC L.P. Patterson Services, Inc. NOV Elmar dba National Oilwell Varco, LP Peak Oilfield Services, LLC (SES Holdings, NOV Enerflow ULC LLC) NOV Hydra Rig Pearl Meyer & Partners, LLC NOV Process & Flow Technologies U.S., PEC Premier Safety Operations, LLC Inc. Peregrine Additives & Lubes, LLC NOVA Fire Protection, Inc. Performance Truck NRG Manufacturing Inc Perr LLC Nusser Pilot Car Service Personnel Concepts Inc NuTech Specialties, Inc. Peterbilt of Wyoming Nygard Advisors, LLC Petroleum Services Inc. O'Reilly Auto Parts Philadelphia Insurance Companies O-Tex Pumping, LLC Piepho Moving & Storage Inc. Oasis Well Services LLC Pierce Auto Body, Inc. Oil and Public Safety Pigs Unlimited International, Inc. Oil Center Research of Texas, LLC Pilot Thomas Logistics LLC dba Maxum Oil States Energy Services, LLC Enterprises

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Pinch Flatbed, Inc Quattro Machining Services, Inc. Pinnacle Testing Services, LLC Queens Bubble Wash Inc Piper Oilfield Products Quick Set Auto Glass Pirtek Noco- Dolphin Hydraulics Inc Quinn's Energy Services Pitney Bowes Inc. Quinn's Rental Services Inc. Plains Tire of Casper East, Inc. R Escort Service LLC Platts RigData Railroad Commission of Texas Plusco, Inc. Rain for Rent PNC Equipment Finance, LLC Ranchscapes LLC dba Landry Marks Polar Creek Industries US Inc Partners LP Polar Refrigeration LLC Ranglar Manufacturing Polar Service Centers (PSC Custom LP) Rannals Consulting Inc. Prairie Welding Inc. Ray's Tire Service, Inc. dba RTS Praxair, Inc. RDO Truck Center Co. Premier Coil Solutions, Inc. RE/MAX The Group Premier Solutions Group LLC Reach Wireline, LLC Pressure Control Specialties, LLC Red Deer Ironworks USA Inc Pressure Point Testing, Inc Redmont Sales LLC Prestige Chrysler Dodge Jeep Inc Reliable Pumps Consultants, Inc. Prime Rate Premium Finance Corporation, Reliance Industrial Products USA Inc. Renee D Koch Pro Gear Transmission Inc Repeat Precision, LLC Pro Graphic Install Repy's Pilot Car dba Pro Hydraulic & Machine Inc Revelation Steel LLC Pro Safe Services, Inc Rhinehart Oil Pro-Action Fluids, LLC RHR Equipment LLC Proactive Diagnostic Services, Inc. Riatta Enterprises, LLC Probe Technology Services, Inc. Richard S. Logan Trucking, Inc. Professional Automotive Equipment Rise Broadband Pronske & Kathman, P.C. Ritchie Bros. Auctioneers (America) Inc. Prorate Services LLC Ritchie Bros. Equipment One ProSec Integration, LLC Ritz Safety LLC Protecting Colorado's Environment Riviera Finance, Assignee for Gemini Economy & Energy Services, LLC Pryor Johnson Carney Karr Nixon, P.C. RIVIERA FINANCE, Assignee for Varga PS Piloting Service, LLC Inc. PSC, LLC RL Signor Pecos, LLC Purifoy Chevrolet RMH Enterprises Inc Purvis Industries Ltd. RMS Cranes, LLC Q Production LLC Road Runner Downhole Specialties QS Laundromat, Inc Robert J McNally Quality Brokers and Logistics, LLC Rocket Seals, Inc. Quality Diesel Repair LLC, Felipe Gonzalez Rockwater Energy Solutions, LLC Quality Inn, Brighton Rocky Mountain Air Solutions Quality Tubing Rocky Mountain Driveline Quality Tubing Canada Rocky Mountain Fire Systems, Inc.

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Rocky Mountain Hydrostatics Sheldon I.S.D. Rogue Specialty Tools, LLC Shiloh Machine LLC Rolfson Oil, LLC Shoshone and Arapahoe Tribes TERO Roosevelt Inn & Suites Signature Systems Group, LLC Rossco Crane & Rigging, Inc. Signs by Dan Royal Supply Silver Cloud Pilot Service RTL Equipment, Inc. Silver Fox USA, LLC Rubicon Oilfield International Simmons & Company RUSCO Operating, LLC Simmons Bank Rush Crane and Refuse Systems, SimplexGrinnell LP International Site Safe Solutions, LLC Rush Truck Center- Bryan/College Station Six Robblees Inc Rush Truck Centers of Colorado, Inc Sky Ute Casino Resort Rush Truck Centers of Texas, LP Skyline Transport and Diesel Service Ryan Motors Inc Sleep Inn & Suites, Jourdanton Hotels, LLC Rystad Energy, Inc. c/o Svenska Sleep Inn, Braehead Lodging, LLC Handelsbanken Smith Specialized Logistics S&P Brake Supply, Inc. Sonic Petroleum Services S-3 Pump Service, Inc. Sonoran Capital Advisors, LLC S.S. Millwright & Machine LLC SOS Pipe and Supply LLC Safety Juan LLC SourceGas LLC Safety Kleen Systems, Inc. South Dakota Department of Revenue Safety Supply, Inc Southwest Mobile Storage, Inc Safety Works, LLC Spartan Industrial & Marine Sage Software, Inc. Specialty Welding & Machine Sapp Bros Cheyenne Spectrum Industries Rental LLP Sara Arredondo Splicer Cable Service and Supply, Inc. Sater Tools & Services, LLC Split Mountain Truck Center SCB Energy, LLP SPM Flow Control Schaeffer Manufacturing Company Squire Patton Boggs (US) LLP Schledewitz Trucking Staples Business Advantage Schlumberger Technology Corporation State of Colorado Scientific Data Systems, Inc. State of Montana Scott's Hot Shot LLC State of New Mexico - Taxation & Revenue Searle Enterprises LLC Dept Secretary of State State of Utah Securian Retirement Stax Trucking LLC Select Energy Services, LLC SteadFast Solutions (SFS) Sentry Crane Services Steamboat Hotel Investors LLC dba Sentry Fire & Safety, Inc. Fairfield Inn St Serva Group LLC Steamboat Springs Hotel Inc. Service Experts Heating & Air Conditioning Sterling Crane Inc. LLC Sternfield Law LLC Service Supply of Victoria, Inc. Stewart & Stevenson LLC Shale Oilfield Services LLC Stewart & Stevenson Power Products LLC Sharp Oilfield Services, LLC Stimline Services Inc.

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Stoc Products Inc Timberline Hospitalities dba Hampton Inn Stone Trucking Co & Suites Stratford Pilot Car Service (James L Leach) Timberline Hospitalities LLC dba Streamline Supply, Inc. Candlewood Suites Stretto Titan Solutions, LLC Strong Arms Mobile Services TitanLiner, Inc. Stuart Petroleum Testers, Inc. TLR Well Services, Inc Summit Funding Group, Inc. TNT Crane & Rigging, Inc Summit International Today's Machine LLC Sun Coast Resources, Inc. Tool & Anchor Supply Inc Sunbelt Rentals Industrial Services, LLC Tools International Corporation SunSource Tops Well Services, LLC Supreme Service & Specialty Co., Inc Torus Pressure Control Sylvia C. Donnelly JP #3 Total Safety U.S, Inc Synergy Industries, L.P. Touchmark Promotions Synergy Partner Group LLC Tractor & Equipment Co. Target Lodging, Target Logistics Trailer Source, Inc Management LLC TrainND-Northwest Tax Agency UT Transwest Truck Trailer RV Taylor-Wharton America Inc. Travelers TCI Business Capital Tri State Oil Reclaimers, Inc. Team 3 Rentals & Service CCTV, LLC Tri-State Vacuum and Rental, LLC Ted and Donna Morton Trust Trilogy Oil Field Services, LLC Teledyne Cable Solutions Trinity Bay Pipe & Supply, LLC Tenaris Coiled Tubes LLC Trinity Medical Group Terex Financial Services, Inc. Trio Equipment Rentals & Services LLC TERO - Three Affiliated Tribes Troop 60600 Terracon Consultants, Inc. Truck Utilities, Inc. Territory ND Operations LLC dba El TSI Flow Products, Inc. Rancho Hotel Turbo Loading LLC Texas Fueling Services, Inc. TurnTec Manufacturing Texas Industrial Radiator, Inc. TWB Escort Texas Oil Tools U.S. Bank Equipment Finance Texas Oilfield Inspection & Services UE Manufacturing LLC (United Holdings Texas Oilfield Transportation, Inc. LLC) Texas Pride Trailers ULINE, INC. Texas State Comptroller Unified Carrier Registration Texas Wireline Manufacturing LLC Unishippers of Sacramento Thawzall, LLC United Rentals (North America), Inc. The GasGun, Inc. United States Treasury The Goodyear Tire & Rubber Company University Auto Parts Inc The Line Shop, Inc. Urgent Care of Casper, LLC Thermo Fluids, Inc. Ute Indian Tribe Third Coast Distributing, LLC dba NAPA Utex Industries, Inc. Threadmasters Precision Machining, LLC Vac-U-Jet Portables Thru Tubing Solutions, Inc. Valiant Financial Services (USA) Inc.

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Valley Heating & Air Conditioning Wireline Control Systems, LLC Valve Service and Automation LLC Wireline Technologies Inc. Van Hook Territorial Inn Wireline Truck Fab, LP Vectra Bank Wireline Widgets LLC Venture Hydraulics, Inc. Wisco Inc. Viatran Corporation Wizer Cable Service, LLC dba Splicer Vinson & Elkins L.L.P. Cable Vista West Water Company 201 Woods Logging Supply Vista West Water Company 202 Work Warehouse, Inc. Vista West Water Company 203 Workforce Safety & Insurance Vista West/Westgate JPB Sewer WRC, LLC dba M-CABLE, LLC Vogel Law Firm Wright Hotel & Open Range Steakhouse W.M. Carbide Services, Inc. - A Division of WYO PRIDE Softball WM Oil Wyoming Department Of Revenue Wagner Equipment Co. Wyoming Department of Transportation Wallwork Truck Center Wyoming Machinery Company Warehouse Supply Inc. Wyoming Motor Carrier Services Watson Well Solutions, LLC Wyoming Safety Supply Wayne's Electric Inc. Wyoming Steel & Recycling Iron & Metals, WB Escort Service Inc. WB Supply LLC Xcel Energy Weatherford U.S L.P. XstremeMD Webb-Tex, LLC Yellowstone County Treasurer Weld County Treasurer York Tire Company; Murdock-York Co., WellPro, Inc. Inc. Welltec, Inc. Zapp Precision Wire, Inc. Wesco Operating Inc. Zep Sales & Service Western Choice Cooperative Zia Oilfield Services LLC Western Energy Alliance Westlie Motor Company Lessors WEX Bank Terex Financial Services Whisler Bearing Company Enterprise FM Trust White Deer Management LLC PNC Equipment Finance Whiteco LLC Mobilease Whiteside's Boots and Clothing - Brighton Simmons Bank Whiteside's Boots and Clothing - Greeley FIU Investments Whiteside's Boots and Clothing - Loveland Makenna Hotel Investments LLC Wickham Tractor Co Ted and Donna Morton Trust Wild Well Control, Inc Wiley Energy Services, LLC Lessee Williston Fire & Safety, LLC KS Enterprises II, LLC Williston Parts Supply Co Reach Wireline, LLC Willy Escort Dunagan Assoc. Wings of Hope Pancreatic Cancer Research LICFG Denver Office Building, Inc. Winzer Franchise Company Polar Creek Capital WireCo WorldGroup Inc.

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Potential Buyer Gwen Smith White Deer Energy Stephen Statham Clarissa Waxton Proposed Ordinary Course Professionals Dustin Nygard Utilities Black Hills Energy Producers and Insurers CenturyLink McGriff, Seibels & Williams City of Carlsbad Berkley National Insurance Company City of Williston Philadelphia Indemnity Insurance Company Meraki Software Group Underwriters at Lloyd's London Montana-Dakota Utilities Co. XL Specialty Insurance Company Mountain West Technologies Corp. Beazley Insurance Company, Inc. Nemont Antehm BCBS Rocky Mountain Power Guardian Synergy Partner Group VSP United Power Unum Verizon Wireless Aflac Vista West Water Company 201 Vista West Water Company 202 Bankruptcy Judges and Staff Vista West Water Company 203 David R. Jones Vista West/Westgate JPB Sewer Albert Alonzo Waste Connections of Colorado Christopher M. Lopez Waste Connections of Wyoming Rosario Saldana Waste Management of Denver Marvin Isgur Windstream LinhThu Do Xcel Jeffrey P. Norman Mario Rios Current and Former Customers Eduardo V. Rodriguez Abraxas Petroleum Corporation Jeannie Chavez Action Energy Advance Energy Partners, LLC Clerk of Court and Staff Aethon Energy David J. Bradley Ageron Energy, LLC Darlene Hansen Aksarben Petroleum Corp Alamo Operating Office of the U.S. Trustee Anadarko Petroleum Corporation Diane Livingstone Anschutz Exploration Corp. Jacqueline Boykin Arnell Oil Co. Hector Duran ATX Energy Partners, LLC Barbara Griffin Axia Energy II, LLC Luci Johnson-Davis Balidor Oil & Gas LLC Alicia McCullar Ballard Petroleum Linda Motton Bayswater Explor. & Production Glenn Otto Bianco Pipeline Services Patricia Schmidt Big Muddy Operating Christy Simmons Bill Barrett Corporation

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Bison Oil & Gas Grynberg Petroleum BNN North Dakota, LLC Gulf Exploration, L.L.C. Bonanza Creek GulfTex Energy BP America Production Company Gyrodata Incorporated Bruin E&P Operating LLC Halcon Resources Bullrock LLC Hat Creek Energy, LLC Cabot Oil & Gas Helis Oil & Gas Co., LLC Capital Star Oil & Gas, Inc. Hess Bakken Investments II Captiva Energy Partners LLC HighPoint Operating Corp Centennial Resource Production, LLC Hilcorp Energy Company Century Oil & Gas, LLC Hunt Oil Company Chaco Energy Hurd Enterprises, LTS. Charles P. Dunning, LLC Impact Exploration &Production Chesapeake Operating Incremental Oil and Gas Cheyenne River, LLC Iron Oil Operating, LLC Cimarex Energy Co. J5 Enterprises Cinco Oil & Gas, LLC Jake Oil, LLC Citation Oil & Gas Corp. Kaiser-Francis Oil Company Clear Creek Resource Partners Koda Resources Clifty Group LLC Kraken Operating LLC Confluence Resources Laredo Energy ConocoPhillips Company Liberty Midstream LLC Continental Industries Liberty Resources LLC Continental Resources Inc. Lime Rock Resources Crescent Point Energy Lonestar Resources Crestone Peak Resources Longs Peak Resources, LLC Cub Creek Energy Mallard Exploration Denbury Resources Inc. Marathon Oil Company Devon Energy Production Co, LP Massif Oil & Gas, LLC Dirnett, Inc. Matador Resources Company Dominion Energy Wexpro Matrix Production Edge Energy MCM Operating, LLC Elephant Oil & Gas McRae & Henry LTC Enerplus Resources MD America Energy LLC EOG Resources, Inc. - 396242 Merit Energy Company EP Energy Murch & Smith Energy Solutions Equinor Energy LP Murex Petroleum Corporation Expedition Water Solutions Murphy Exploration &Production Extraction Oil & Gas, Inc. Mustang Resources Fifth Creek Energy Operating Natrona County Holdings Foundation Energy Management Navigation Powder River LLC Freedom Energy Resources LLC NGL Water Solutions Bakken LLC Future Acquisition Company, LLC Nine Point Energy, LLC Golden Oilfield Operations Noble Energy Goodnight Midstream North Bill Disposal LLC Great Western Oil & Gas Co North Silo Resources LLC

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Northern Production Company Sundance Energy, Inc. Northwinds of Wyoming, Inc. Synergy Resources Corporation Northwoods Energy T-Rex Oil NP Resources, LLC Tanos Exploration II, LLC O'Brien Energy Company Terex Energy Oasis Petroleum Texas American Resources Ovintiv USA Inc. Throne Petroleum Resources, LLC Panther Energy Company III LLC Tidal Petroleum Inc. PDC Energy, Inc. Titan Exploration, LLC Petro Harvester Oil & Gas, LLC Tracker Resource Development Petro-Hunt, L.L.C. True Oil LLC PetroEdge Operating IV LLC Tyler Rockies Exploration, Ltd PetroShale Inc. Ultra Resources, Inc. PetroStar Services, LLC Vanguard Operating, LLC Pluggin Along, LLC Venado Oil and Gas Principle Petroleum Verdad Oil & Gas Corp. Providence Oil Vermilion Energy USA LLC Pursuit Oil & Gas, LLC Vision Operating Company QEP Energy Company Wagner Oil Company Ranger Energy Warren Resources, Inc. Raw Steel Services, LLC Weatherford Ridge Energy Partners, LLC Wesco Operating Inc. RigUp, Inc Wexpro Company RimRock Oil & Gas, LP White Butte Oil Operations, LLC Rockies Resources LLC White Owl Energy Services (US) RockPile Energy Services, LLC White Rock Oil & Gas Rosewood Resources Whiting Oil & Gas Corporation Rutherford Oil Corp. Windsor Dakota LLC Samson Exploration, LLC Wisco Inc Samson Oil & Gas USA Wold Oil Properties Samson Resources WPX Energy SandRidge Energy XTO Energy Inc. SHD Oil & Gas, LLC Zargon Oil (ND) Inc. Shell Oil Company Zavanna, LLC Sinclair Oil & Gas Company Sklar Exploration Company LLC Slawson Exploration Company SM Energy SOG Resources South Oil, Inc. Southland Royalty Company LLC Southwestern Production Spire Storage West LLC Spur Energy Partners LLC Statoil Oil & Gas LP Stranded Oil

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