In addition to this SOP, the policies and procedures of each operating company will be strictly observed by Rockwater personnel.

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SOP FB-10 (Revised MAR 2014) STANDARD OPERATING PROCEDURES-FLOWBACK Test Separator Operations Section 1.0 Introduction and Background Rockwater Energy Solutions, Inc. (and all its affiliated and subsidiary companies, hereinafter collectively referred to as Rockwater ) is committed to providing its employees a safe working environment and avoiding injury to our contractors, customers, and neighbors. As part of our overall commitment to safety, Rockwater seeks to prevent acts or conditions that could result in injury and/or illness to any employee, customer, contractor, neighbor, and/or the environment. In an effort to prevent potentially harmful acts or conditions, Rockwater has developed this Standard Operating Procedure (SOP). This SOP will discuss steps to be taken to promote a safe process, as well as a list of potential hazards that should be identified and remediated prior to commencing these activities. This SOP will be reviewed and revised on an ongoing basis to keep pace with best oilfield practices. This SOP will be a part of the training provided to all affected employees when they begin their employment with Rockwater and any time the plan is changed. This SOP will also be reviewed with an employee if his/her responsibilities change under the plan. A written copy of this plan will remain in the regional Safety Office, and will be available for employee review. The Vice-President of Health Safety and Environment, or his agents, may be contacted by any employee if he/she needs additional information about this SOP. This SOP has been developed to assist affected employees with the operational steps that may be used to complete the task safely. It must be noted, however, that the experience and background of a trained flowback operator is essential to the success of any project or task. Nothing contained in this SOP is a substitute for each employee s individual judgment in any given situation. In the event that any employee believes that any task outlined in any SOP cannot be completed safely, then that employee should immediately halt the performance of such task and notify their direct supervisor. In addition to this SOP, the policies and procedures of each operating company will be strictly observed by Rockwater personnel. Section 2.0 Background and Process Steps, Test Separator Operations A test separator is a highly specialized piece of equipment that is used during the completion and production phases of natural gas drilling. The main task of the test separator is to isolate sand, water, oil, and natural gas so that each of these components can be processed appropriately. The test separator utilizes internal devices (such as plates, weirs, and mist extractors) to aid in the separation of the components. Fluids and solids can be drained from the bottom of the vessel manually or with the use of an automated system. Natural gas from the separator then flows down the pipeline for processing, or is vented and combusted through a flare stack. Data collected from the discharge line of the test separator can be used to measure the well s flow rate. Separator design varies greatly within the gas and oil industry, as these pieces of equipment are highly specialized for their intended field application. Test Separator operational steps are as follows: Separator certification and routine inspection A new separator will come from the manufacturer stamped and certified

It is recommended that test separator vessels employed in field service should be pressure tested, Ultrasound tested, and visually inspected by a third-party certification company at least every three years, or as needed. Separators will be routinely serviced in the shop, per the direction of management. Separator in-house shop maintenance Perform maintenance functions in accordance with the flowback Test Separator Service Checklist in the attached Appendix A. Preparing separator for travel Inspect trailer for travel readiness Tongue straight and undamaged Hitch device in good repair All axels straight and well-maintained Tires in good state of repair Trailer brakes function tested Spare tire present All lights tested and working Break-away cable tested and fully functional No loose items or foreign objects on trailer that could fall off in transit Tool box on front of trailer properly loaded and door secured Plan route of travel. Ensure that separator falls within all regulations regarding height and weight. Use bonded roads as required. Always adhere to prescribed routes of travel, as designated by operating company. Cap off inlet, fluid legs, and gas outlet(s) prior to travel, to avoid spillage of any residual fluids. Double check to ensure that there are no significant quantities of fluids or solids in test separator. Ensure that there is no trapped pressure. Check to make sure that all lines and plumbing are properly secured to trailer or skid. Remove Barton Meter (if present) and transport this in the cab of the truck. A Barton Meter is a mechanical device that measures static pressure, pressure differential, and temperature of the flowing gas. Prepare fluid level controllers and floats for travel Floats may be removed and transported separately if needed.

If floats are not removed, loosen the fluid level controller components to allow the float to travel freely inside of vessel, to help prevent damage to the internal components during transportation. Follow all manufacturer recommendations and specs when utilizing mobile equipment. Rigging-up and tying in test separator Install stand-ups or bypass lines in the flow-line as needed. Carefully back up the test separator/skid to the flow line. Use a ground guide when backing/spotting separator. Level the separator trailer. Use the adjustable landing gear on the front of the trailer to level the separator deck. Tie in separator. Upstream stand-up valve will be tied in to the separator inlet. Visually inspect the inlet prior to tying in. Look for signs of washing or excessive wear. Replace seal ring if needed. Downstream stand-up valve will be tied in to water leg. Oil leg will have a line run to the appropriate storage facility or transport line. Gas outlet will be run to flare or to sales inlet, per direction of operating company. The outlet piping may be Tee-ed in to run to either flare or sales, as applicable. Use isolation valves to direct flow accordingly. If multiple separators are plumbed in line together, use check valves on each separator to prevent possible back-flow. Preparing separator for flowback operations, prior to Flowback Fluid legs Check to ensure that all valves cycle and are operational Clean out Y-Strainers When supply gas is available, function test the pneumatic motor valves (Kimray or equivalent). Check adjustable chokes, especially choke in sump line If using digital fluid meters in conjunction with inline turbine meters, be sure to check meter against actual tank straps at the beginning of each Flowback. Adjust the K-factor as needed, per the manufacturer instruction manual

When initially pressuring up the fluid legs, blow out all needle valves to check for possible obstructions. Meter run Check the stainless steel orifice plate prior to initiating Flowback ops. Beveled surface should always point down-stream when installing an orifice plate. Choose an appropriate size orifice for anticipated rate of flow. Inspect Orifice retention ring prior to commencing Flowback. Ensure that ring is compatible with plate carrier in use. Replace as needed. Inspect all components of the orifice fitting assembly (Daniels Senior, Daniels Junior, or equivalent) prior to Flowback ops. Replace seals or gaskets as needed. If using a Daniels Senior (or equivalent), insert a grease stick into grease port to grease gears on a regular basis. Cycle all valves in meter run and meter run bypass to ensure that they are functional. Grease when applicable. Inspect the flow analyzer (Scanner 2000 or equivalent) prior to installation. Make sure that display shows valid fields and that they are cycling properly. Call for on-site calibration if needed. Ensure that orifice plate setting matches orifice plate in meter run. Zero total gas volumes prior to each new job. Make sure that metering manifold is properly configured. Ears and nose open, eyes shut. When pressuring up, blow out all needle valves and ball valves on meter run to check for obstructions. Pressure Relief Equipment Prior to commencing Flowback operations, inspect the pressure rating and the date on all pressure relief valves. Vessel pressure relief (pop off) valve Must correspond with the Maximum Actual Working Pressure (MAWP) rating of the separator vessel Scrubber pot pressure relief valve Must correspond with MAWP of scrubber pot Make sure that rubber caps are in place on all pressure relief valves and rupture disc vents

Make sure that all isolation ball valves located beneath pressure relief valves and rupture discs are in the open position prior to pressuring up the vessel. Gauge port Separator should have the correct size gauge on top of the vessel. Check the gauge against the flow analyzer when pressuring up initially. Trailer Be sure that trailer is level prior to tying in separator. Chock tires to prevent trailer from rolling. Areas around trailer ladders should be kept clear of obstacles and obstructions to allow for ready access and egress. Blowing down separator after Flowback operations Shut in well and retain adequate pressure on separator to evacuate all fluids from the system. Blow down sand trap until gas flowing to tank is heard. Blow down each leg of the separator, through both pneumatic motor valves, and through bypasses until gas flowing to the tank is heard. Water leg Oil leg Sump line The sump line will have been purged regularly throughout the job. Make sure that any sand from vessel is evacuated through sump line, when possible. Blow any fluid out of scrubber pot. Blow any fluid out of meter run. Once all fluid is cleared from separator and flare stack, blow down contents of flow line to tank. Vent residual pressure in test separator to flare stack or to tank. When properly blown down, there will be no residual fluid or pressure in system. Open all 2 x 2 plug valves in rig-up prior to commencing rig down of any equipment. Ensure there is no trapped pressure. Open valves have internal components bathed in grease at critical internal surfaces. Section 3.0 Potential Hazards Any time that flowback operations are in progress, the following potential hazards must be considered and mitigated: Latent natural gas

Wind direction Ignition sources within 100 feet of the wellhead and/or frac tanks Pressure Line of fire/body placement/grease valve placement Hydrogen Sulfide (H 2 S) Stored energy Overhead work or suspended loads Section 4.0 Other Safety Items In addition to the above potential hazards, the following items should be discussed and implemented during the pre-project tailgate safety meeting and JSA process, prior to commencement of onsite activities: All possible flammable gas or liquid sources are to be identified and controlled or remediated. All possible ignition sources are to be identified and controlled or remediated. Environmental controls; o Erosion and Sedimentation (E&S) controls in place? o E&S controls appropriately located? o E&S controls adequate for situation? Ensure that safety equipment and personal protective equipment (PPE) is onsite and available and properly utilized when necessary or otherwise required pursuant to this SOP or the operating company s policies and procedures. Access signs or tape (as required) are available. Non-sparking tools for potential leaks are available. Potential communication issues should be identified and resolved; o Among Rockwater employees. o Between Rockwater and other contractors onsite. Strategies for limiting site access should be discusses and implemented, if possible. Rally points for and routes for emergency evacuations should be identified. o Identify a secondary rally point, along with a secondary evacuation route. Grounding and bonding of tanks and equipment must be completed. Appropriate actions on/around tanks must be discussed. Spill/leak cleanup procedures must be reviewed. Containment requirements must be reviewed. Reporting requirements and procedures must be reviewed. Discuss that the integrity of lines is not guaranteed, and can be negatively impacted by o Pressure; o Vibration; o Torque; or o Binds. Record-keeping and project log requirements should be reviewed. Water for pressure testing, purging requirements and processes must be identified. A minimum of two workers must be present onsite at all times.

SOP In-Field Checklist, Test Separator Operations Conduct pre-job maintenance as per Test Separator Service Checklist Inspect trailer for travel readiness Tongue straight and undamaged Hitch device in good repair All axels straight and well-maintained Tires in good state of repair Trailer brakes function tested Spare tire present All lights tested and working Break-away cable tested and fully functional No loose items or foreign objects on trailer that could fall off in transit Tool box on front of trailer properly loaded and door secured Plan route, review height and weight restrictions and bonded roads Cap off inlet, fluid legs, and gas outlets prior to travel, to avoid spillage Ensure that there is no trapped pressure Check to make sure that all lines and plumbing are properly secured to trailer or skid Remove Barton Meter (if present) and transport this in the cab of the truck. Prepare fluid level controllers and floats for travel Rigging-up and tying in test separator Install stand-ups or bypass lines in the flow-line as needed Carefully back up the test separator/skid to the flow line, use spotters Level the separator trailer. Tie in separator to upstream stand-up valve; visually inspect inlet prior to tying in Downstream stand-up valve will be tied in to water leg Oil leg will have a line run to storage unit or transport line Gas outlet will be run to flare or to sales inlet, as per operating company T off outlet piping to flare or sales, as per operating company; use isolation valves accordingly If multiple separators are in line together, use check valves to prevent back-flow Preparing separator for flowback operations Fluid legs Check to ensure that all valves cycle and are operational Clean out Y-Strainers When supply gas is available, test pneumatic motor valves (Kimray or equivalent). Check adjustable chokes, especially choke in sump line If using digital fluid meters, check meter against actual tank straps at the beginning of each project When initially pressuring up the fluid legs, blow out all needle valves to check for possible obstructions. Meter run Check the stainless steel orifice plate prior to project start Inspect Orifice retention ring prior to project start Inspect all components of orifice fitting assembly prior to project start Cycle all valves in meter run and meter run bypass to ensure that they are functional.

Inspect the flow analyzer (Scanner 2000 or equivalent) prior to installation. When pressuring up, blow out all needle valves and ball valves on meter run to check for obstructions. Pressure Relief Equipment Inspect pressure rating and the date on all pressure relief valves; ensure that ratings correspond with MAWP Scrubber pot pressure relief valve must also correspond with MAWP Make sure that rubber caps are in place on all pressure relief valves and rupture disc vents Confirm all isolation ball valves are open before pressuring up Ensure separator has correct size gauge on top; check gauge against flow analyzer when pressuring up Trailer Ensure trailer is level prior to tying in separator Chock tires to prevent trailer from rolling Areas around trailer ladders should be kept clear of obstacles and obstructions Blowing down separator after Flowback operations Shut in well and retain adequate pressure on separator to evacuate all fluids from the system Blow down sand trap Blow down each leg of the separator, through both pneumatic motor valves bypasses Ensure that any sand from vessel is evacuated through sump line, when possible Blow any fluid out of scrubber pot Blow any fluid out of meter run Once all fluid is cleared from separator and flare stack, blow down contents of flow line to tank Vent residual pressure in test separator to flare stack or to tank Open all 2 x 2 plug valves in rig-up prior to commencing rig down of any equipment Ensure there is no trapped pressure

APPENDIX A Test Separator Service Checklist example

Separator #: Date Tested: Tested By: Test Separator Maintenance Flowback shop Test atmosphere inside of vessel using 4 gas meter. If any dangerous conditions exist, vent vessel accordingly. Pressure-wash the outside of the separator and trailer. Make sure that all debris is removed from the trailer deck prior to bringing the separator into shop. Place separator over containment, open all valves in the fluid legs and bypasses to ensure that ALL effluent has been evacuated from the separator. Check operation of all ball valves, assure they cycle fully and smoothly. Mark any non-functional or damaged valves with flagging tape. Be wary of trapped pressure. Properly dispose of any liquids that are drained from the separator. Clean inside of the vessel. Remove the inlet flange from the separator. Inspect inlet flange for excessive wear or damage. Remove the belly-dump connections to allow for better draining while cleaning the inside of the vessel. Pressure-wash the inside of the vessel. Inspect the inside of the vessel for lose parts, and baffle/weir integrity. Assure all sand and scale which may have accumulated in the vessel is removed. Replace the gasket for the inlet flange during reassembly of this connection. Service plumbing Inspect and cycle all valves. Replace any valves which are red-flagged or which show evidence of malfunction. Grease all valves. Disassemble the Kimray dumps. Inspect the seat and trim, replace as needed. Inspect the dump body, replace as needed. After service, assure all connections are made up and tightened properly during reassembly of separator plumbing. Clean sight glasses. Remove top plug, fill sight glass with an approved cleaning solution, let soak, scrub with a gun brush. Reinstall plug prior to pressure test. If sight glasses must be disassembled during cleaning, ensure they are reassembled per manufacturer s torque specifications. sight glasses not assembled per manufacturer specifications, they may fail under pressure! Service meter run. Remove the orifice plate. Inspect clamp bar for damage, repair or replace as necessary. Inspect plate mount for damaged or missing parts, repair or replace as necessary. Inspect orifice plate gasket to ensure that it is undamaged, replace as needed. Inspect all gaskets for integrity. Replace as needed. If using a Daniels Senior, grease all moving parts. Inspect the flow meter. Order meter calibration as needed. All flow meters require re-calibration every 3-6 months. Zero the totalizer on the flow meter. Ensure that the flow meter settings are consistent with the orifice plate that is in the meter run.

Inspect pop offs and rupture disc system. Assure wire with certification seal is not broken or missing. If broken or missing, replace the pop off. Ensure that all pop off and rupture disc vents separator are covered by a rubber boot. Replace the rupture disc every 3-6 months. Assure that only a single rupture disc is in place in the rupture disc assembly. If two discs are used, they will not rupture at the specified pressure. Inspect pressure regulators Visually inspect all pressure regulators. Replace all regulators that are red-flagged or visibly damaged. If the separator is not outfitted with a double-drop big joe set up, re-fit to meet our current standard. Fill separator with water and pressure test. Purge all air from the separator. Pressure to 1400 psi, to the most downstream valves on each fluid leg. Pressure test up to each valve. Ensure that the bypasses are open around the Kimray dumps, as these are default-closed. Monitor the pressure with a digital gauge to watch for any leaks. Hold pressure steady for 3 minutes, shut the next set of valves upstream and bleed off pressure between these two valves. As prescribed by management, pressure tests may be charted using the digital recorder. Replace any valves that do not hold. After completion of pressure test, drain water from separator into holding tanks. Inspect trailer Inspect the trailer to ensure that it is fully functional, use standard trailer inspection list. Repair trailer as necessary. Review all trailer paperwork to ensure that it is current and fully legal. Use proper documentation Be sure to record all damaged/destroyed items during separator maintenance and report these to management so that they can be charged back. Make record in the equipment file regarding all maintenance which is conducted. List all parts replaced Signature Of Person Testing