IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. [PROPOSEBf ORDER APPROVING DISTRIBUTION OF THE NET SETTLEMENT FUND

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1 Case 1:10-cv LPS-MPT Document 314 Filed 05/13/15 Page 1 of 6 PageID #: 6931 Case 1:10-cv LPS-MPT Document Filed 04/24/15 Page 1 of 6 PagelD #: 6777 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE IN RE HECKMANN CORPORATION SECURITIES LITIGATION Case No. 1: 1O-cv LPS-MPT [PROPOSEBf ORDER APPROVING DISTRIBUTION OF THE NET SETTLEMENT FUND WHEREAS, by its Final Judgment and Order of Dismissal with Prejudice dated June 26, 2014 and its Order Approving Plan of Allocation of Net Settlement Fund dated June 26, 2014, this Court approved the terms of the Stipulation of Settlement dated as of March 4, 2014 (the "Stipulation") and the plan for allocating the settlement proceeds to Settlement Class Members (the "Plan of Allocation"), respectively; WHEREAS, this Court had directed the parties to consummate the terms of the Stipulation and Plan of Allocation; WHEREAS, the Settlement provided for the combined payment of (i) $13.5 million in cash (the "Settlement Cash"); and (ii) 847,990 shares of Nuverra Environmental Solutions, Inc. ("Nuverra") common stock (the "Settlement Shares" and, together with the Settlement Cash, the "Settlement Amount") and the Settlement Amount has been deposited or transferred by the Settling Defendants into accounts established by Co-Lead Counsel at Huntington National Bank for the benefit of the Settlement Class; WHEREAS, as set forth in the Notice of Pendency and Proposed Settlement of Class Action, Motion for Attorneys' Fees and Litigation Expenses and Final Approval Hearing (the "Notice"), the deadline for Settlement Class Members to submit Proof of Claim and Release forms ("Proofs of Claim" or "Claims") to the Court-authorized claims administrator for this matter, Heffler Claims Group LLC ("Heffler"), in order to participate in the distribution of the Settlement proceeds has passed;

2 Case 1:10-cv LPS-MPT Document 314 Filed 05/13/15 Page 2 of 6 PageID #: 6932 Case 1:10-cv LPS-MPT Document Filed 04/24/15 Page 2 of 6 PagelD #: 6778 WHEREAS, in satisfaction of due process requirements, all Settlement Class Members who submitted Claims that were in any way ineligible or deficient were: (1) informed that their Claim was ineligible or deficient; and (2) given opportunities to correct any deficiency(ies) prior to their Claim being finally rejected, or to contest Heffler's determination as to the deficiency(ies) by requesting a further review of their Claim; WHEREAS, the process of reviewing all Claims has been completed; WHEREAS, Plaintiffs, through their counsel, now seek authorization to distribute the Settlement proceeds to Authorized Claimants, after deduction of any taxes, fees and expenses approved by this Order or previously approved by the Court (the "Net Settlement Fund"); and WHEREAS, this Court has retained jurisdiction of this Litigation for the purpose of considering any further application or matter which may arise in connection with the administration and execution of the Settlement and the processing of Claims and the distribution of the Net Settlement Fund to the Authorized Claimants; NOW, THEREFORE, upon reading: (I) the Affidavit of Edward J. Sincavage, CPA in Support of Plaintiffs' Motion for Distribution of the Net Settlement Fund (the "Sincavage Affidavit" or "Sincavage Aff.") submitted on behalf of Heffler; (2) the Memorandum in Support of Plaintiffs' Motion for Distribution of the Net Settlement Fund; (3) the other submissions and papers on file with the Court; and upon all prior proceedings heretofore and herein, and after due deliberation, it is hereby ORDERED, that all capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation dated as of March 4, 2014 and the Sincavage Affidavit submitted herewith; and it is further 2

3 Case 1:10-cv LPS-MPT Document 314 Filed 05/13/15 Page 3 of 6 PageID #: 6933 Case 1:10-cv LPS-MPT Document Filed 04/24/15 Page 3 of 6 PagelD #: 6779 ORDERED, that the administrative determinations of Heffler accepting the timely submitted Claims as indicated on the list of valid Claims described in the Sincavage Affidavit (i.e., Exhibit E to the Sincavage Affidavit), calculated pursuant to the Court-approved Plan of Allocation set forth in the Notice, be and the same hereby are approved, and said Claims are hereby accepted; and it is further ORDERED, that the administrative determinations of Heffler accepting the late but otherwise valid Claims (received as of April 21, 2015) as indicated on the list of valid Claims described in the Sincavage Affidavit (i.e., Exhibit E to the Sincavage Affidavit), calculated pursuant to the Court-approved Plan of Allocation set forth in the Notice, be and the same hereby are approved, and said Claims are hereby accepted; and it is further ORDERED, that the administrative determinations of Heffler rejecting the Claims as indicated on the list of ineligible and rejected Claims described in the Sincavage Affidavit (i.e., Exhibit F to the Sincavage Affidavit) be and the same hereby are approved, and said Claims are hereby rejected; and it is further ORDERED, that payment be made from the net Settlement Cash to the Internal Revenue Service for the proper amount of taxes due and owing on the interest earned on the Settlement Fund while in escrow, if any; and it is further ORDERED, that Heffler be paid the sum of $39, from the net Settlement Cash as payment for the balance of its fees and expenses incurred to date in connection with the administration of the Settlement and to be incurred in connection with the disbursement of the Net Settlement Fund; and it is further ORDERED, that the Net Settlement Fund shall be distributed to the Authorized Claimants listed on Exhibit E to the Sincavage Affidavit pursuant to the Court-approved Plan of 3

4 Case 1:10-cv LPS-MPT Document 314 Filed 05/13/15 Page 4 of 6 PageID #: 6934 Case 1:10-cv LPS-MPT Document Filed 04/24/15 Page 4 of 6 PagelD #: 6780 Allocation in proportion to each Authorized Claimant's Recognized Claim as compared to the total Recognized Claims of all accepted claimants as shown on such lists; and it is further ORDERED, that the checks for distribution of the net Settlement Cash to the Authorized Claimants shall bear the notation "CASH PROMPTLY, VOID AND SUBJECT TO RE DISTRIBUTION IF NOT CASHED BY [DATE 120 DAYS AFTER ISSUE DATE]." Co-Lead Counsel and Heffler are authorized to take appropriate action to locate and/or contact any Authorized Claimant who has not cashed his, her or its check within said time; and it is further ORDERED, that in connection with the distribution of the net Settlement Shares, all distribution amounts shall be rounded down to a whole number of shares and any overage amounts resulting from this rounding shall be liquidated and the proceeds deposited into the account for the net Settlement Cash for future distributions, if applicable; and it is further ORDERED, that in connection with the distribution of the net Settlement Shares, the Transfer Agent for Nuverra shall re-register any Settlement Shares returned as undeliverable into the name of the Settlement Fund (i.e., In re Heckmann Corporation Securities Litigation Settlement Fund) and shall liquidate such Settlement Shares and deposit the proceeds into the account for the net Settlement Cash for future distributions, if applicable; and it is further ORDERED, that any funds remaining six (6) months after the initial distribution of the Net Settlement Fund because of uncashed checks, or otherwise (including the proceeds resulting from liquidated Settlement Shares) and after Heffler has made reasonable and diligent efforts to have Authorized Claimants who are entitled to participate in the distribution of the Net Settlement Fund cash their checks, shall be used: (i) first, to pay any amounts mistakenly omitted from the initial distribution to Authorized Claimants or to pay any late, but otherwise valid and fully documented Claims received on or after April 21, 2015, provided that such distributions to 4

5 Case 1:10-cv LPS-MPT Document 314 Filed 05/13/15 Page 5 of 6 PageID #: 6935 Case 1:10-cv LPS-MPT Document Filed 04/24/15 Page 5 of 6 PagelD #: 6781 any late post-distribution Claimants meet all of the other criteria for inclusion in the initial distribution, including the $10.00 minimum check amount set forth in the Notice; (ii) second, to pay any additional Notice and Administration Costs incurred in administering the Settlement; and (iii) finally, to make a second distribution to Authorized Claimants who cashed their checks from the initial distribution and who would receive at least $10.00 from such second distribution, after payment of the estimated costs or fees to be incurred in administering the Net Settlement Fund and in making the second distribution, if such second distribution is economically feasible; and it is further ORDERED, that any funds remaining in the Net Settlement Fund six (6) months after such second distribution, if undertaken, or if such second distribution is not undertaken, and, after Heffler has made reasonable and diligent efforts to have Authorized Claimants who are entitled to participate in the Settlement cash their checks, shall be donated to a non-profit charitable organization(s) selected by Co-Lead Counsel and approved by the Court; and it is further ORDERED, that the Court finds that the administration of the Settlement and the proposed distribution of the net Settlement Cash and the net Settlement Shares comply with the terms of the Stipulation and the Plan of Allocation and that all persons involved in the review, verification, calculation, tabulation, or any other aspect of the processing of the Claims submitted herein, or otherwise involved in the administration or taxation of the Settlement Fund are released and discharged from any and all claims arising out of such involvement, and all Settlement Class Members, whether or not they are to receive payment from the Settlement proceeds are barred from making any further claims against the Settlement proceeds or the Released Persons beyond the amount allocated to them pursuant to this Order; and it is further 5

6 Case 1:10-cv LPS-MPT Document 314 Filed 05/13/15 Page 6 of 6 PageID #: 6936 Case 1:10-cv LPS-MPT Document Filed 04/24/15 Page 6 of 6 PagelD #: 6782 ORDERED, that Heffler is hereby authorized to discard paper copies of Claims and supporting documents one (1) year after distribution of the Net Settlement Fund and electronic filed Claims and all administrative records three (3) years after distribution of the Net Settlement Fund; and it is further ORDERED, that this Court retain jurisdiction over any further application or matter which may arise in connection with this Litigation; and it is further ORDERED, that no Claim submitted on or after April 21, 2015 be accepted for payment in the initial distribution of the Net Settlement Fund. SIGNED this ij dayof