1. Applicant is a corporation duly authorized to conduct business in the State of

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1 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF WPX ENERGY ROCKY MOLINTAIN, LLC" FOR AN ORDER AUTHORIZING AN EXCEPTION WELL LOCATION FORA HOzuZONTAL WELL TO BE DRILLED AND COMPLETED IN THE MANCOS FORMATION, GRAND VALLEY FIELD, GARFIELD COLINTY, COLORADO CAUSE NO. 543 DOCKET NO. To be assigned APPLICATION WPX Energy Rocky Mountain, LLC ("WPX" or,,applicant,,), Operator #96850, by and through its attomeys, Shanor & Collins LLC, respectfi.rlly submits this Application to the Oil and Gas conservation commission ofthe State of colorado ("commission" or "cogcc") for an order authorizing an exception well location from Rule 318.a. for the GM HMB2 W ell, a plarrred horizontal well to be clrilled and completed in the Malcos Formation, to allow for treatment ofthe wellbore to a point not less than 300 feet from lease lines for the landing point of said well. In support of the Application, Applicant states and alleges as follows: 1. Applicant is a corporation duly authorized to conduct business in the State of Colorado, and has registered as an operator with the COGCC. 2. Applicant is planning to drill, complete and produce tlle GM HMB2 (the "well), a horizontal well from a surface location in Lot 1 Q.{E% NE%) of section 4, Township 7 South, Range 96 west, 6th P.M., with the well's larding point in the Mancos Fomation to be located in the Nw% se% NE% of said Section 4 and a bottomhole location in the sw% NE% of section 9, Township 7 South, Range 96 west, 6tr'p.M. A map depicting the well's plarrred wellbore path and relevant boundaries offederal Oi1 and Gas Lease #COC24603, held in part by the Applicant, is attached hereto and marked as Exhibit A. 3. COGCC Rule 318.a. provides that a well drilled to a depth of two thousand five hundred (2,500) feet or greater shall be located not less than six hundred (600) feet from any lease line, and shall be located not less than one thousand two hundred (1,200) feet from any other producing or drilling oi1 or gas well when drilling to the same source of supply, unless authorized by the Commission upon hearing. 4. Applicalt continues to study the geologic characteristics of the Mancos Fomation in the vicinity ofthe Well and gain understanding of how hydraulic fractures are promulgated in

2 the east-west directions due to regional stress, which support this request for an exception well location by allowing the Applicant to treat the Well's north'south latera.1 to a point not less than 300 feet from the lease lines for the Well's landing point location. Applicant asserts that Rule 318.a. six hundred (600) foot setbacks from any lease line for the landing point location of the Well planned to be drilled in the Mancos Formation will result in waste of the resource; while reducing the setbacks to 300 feet from the lease line for the landing point location ofthe Well will teduce waste, prevent the drilling of unnecessary we1ls, provide economic efficiency, while protecting conelative rights of adj acent owners. 5. Applicant herein seeks Rule 318.a. well location exception for the Well which will authorize the drilling, completion and production ofthe treated interval ofthe wellbore to a point not less than 300 feet ftom the lease line to the north of the plamed wellbore, for production of gas and associated hydrocarbons from the Mancos Formation. Specifically, Applicant seeks to dril1, complete and produce the well from a landing point not less than 300 feet from Lot 1 ( JE% NE7+) of Section 4, Township 7 South, Range 96 West, 6th p.m. 6. The granting of this Application is in accord with the Oil and Gas Conservation Act found at $ , et seq., C.R.S., and the COGCC rules. 7. Applicant requests that relief granted as result of this Application should be effective on oral order by the commission, and Applicant hereby agrees to be bound by the oral order of the Commission. 8. That the names and addresses of interested parties (owners of any contiguous or concerning hacts towards which the well location exception is proposed, provided that when the applicant owrx any interest covering such tract, the mineral interest owner/lessor underlying the tract shall also be notified) according to the information and beliefofthe Applicant are set forlh in Exhibit B attached hereto. The Applicant shall submit a certificate of service for the Application within seven days as required by Rule 503.e. WHEREFORE, Applicant respectfully requests this matter be set for hearing, notice be given as required by law, and that upon such hearing the commission enter its order: A. Approving an exception well location for the Well which authorizes the drilling, completion ard production ofthe landing point location to a point not less than 300 feet from the lease line to the nordr of the planned wellbore, for the production of gas and associated hydrocarbons from the Mancos Formation, B. For such other findings and orders as the commission may deem proper or advisable given the premises.

3 DArEDthis /8% day of March, Respectfirlly submitted, AIN, LI.,C 600 Seventeenth Street, Suite 2g00 (303) e9s-5120 Applicant's Address: 1001 Seventeenth Steet, Suite 1200 VERIFICATION STATE OF COLORADO CITY & COUNTY OF DENVER ) ) ss. ) Christopher M. Walsh, Senior Staff Landman for WpX Energy Rocky Mountain, LLC, upon oath deposes and says th4t he has read the foregoing Application and that the statements contained therein are true ro the best ofhis knowledge, information and belief. WPX ENERGY ROCKY MOI"INTAIN. LLC Subscribed and sworn to before me thi$ It Ef day of March, 2015, by Christopher M. Walsh, Senior Staff Landrnan for WPX Energy Rocky Mountain, LLC. Witness my hand and official seal. My commission expires: loi Aa llr IY 8U8AN A BETHEA I{OTARY PUBLIC STATE OF COLORADO NOTARY td r98t400226e Notary Public

4 Exhibit A Application Plat Township 7 South, Range 96 West, 6th PM FED Lease FEE Lease Landing point N co is less tha n 500'from fee lease line.r- ;, I c\l ry') I sf N (, 't5 ot o o_ t- o-

5 EXHIBITB INTERESTED PARTIES The names arrd addresses ofthe interested parties (owners ofany contiguous or conceming tracts towards which the well location exception is proposed) according to the information and belief of the Applicant are set fofih in this Exhibit B. WPX Energy Rocky Mountain, LLC Roberl A. Willis Shanor & Collins LLC Mr. Christopher M. Walsh 1001 Seventeenth St., Suite Seventeenth St., Suite 2g00 Carol Eaton Preston Robin Delp 281 MalloryHeightsDrive I772202"dRd.. Grants Pass, OR97526 Oxford, KS Schuyler Cone Encana Oil & Gas (USA) Inc N. Coolville Ridge Rd. Attn: Judy Tatham Athens, OH th Street, Suite 1700 Yates Petroleum Corp. ABO peholeum Corp. 105 South Fourth Street 105 South Foulh Street Artesia, NM Artesia, NM MYCO Industries, Inc. OXy y South Fonrth Street P.O.Box27570 Aftesia, NM Houston, TX Attn: Mr. Alan J. Schwartz Dana Pofier Ivers Robert Wilson Miner, Jr. Trustee P.O. Box 1828 Telluride, CO p.o. Box Anchorage, AK Bureau of Land Matagement Colorado State Office 2850 Youngfield St River Frontage Road Lakewood, CO Silt, CO Bureau of Land Ma.nagement Attention: Mr. Steve Ficklin

6 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF WPX ENERGY ROCKY MOT]NTAIN. LLC" FOR AN ORDERAUTHORIZING AN EXCEPTION WELL LOCATION FORA HORIZONTAL WELL TO BE DRILLED AND COMPLETED IN THE MANCOS FORMATION, GRAND VALLEY FIELD, GARFIELD COIINTY, COLORADO CAUSENO.543 DOCKET NO. To be assigned CERTIFICATE OF MAILING I, Kara Konstanty, hereby certify that on or before the ffiaay of March, 2015, I caused a copy ofthe Application to be placed in the United states Mai1, postage prepaid, addressed to the parlies listed on Exhibit B ofthe Application.

7 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN TIIE MATTER OF T}IE APPLICATION OF ) wpx ENERGY ROCKY MOLn{TAIN, LLC, ) CAUSENO.543 FOR AN ORDER AUTHOzuZING AN EXCEPTION WELL LOCATION FOR A ) DOCKET NO.I5O5OO2'15 HORIZONTAL WELL TO BE DRILLED AND ) COMPLETED IN THE MANCOS ) FORMATION, GRAND VALLEY FIELD, ) GARFIELD COLINTY, COLORADO ) _ CERTIFICATE OF MAILING OF NOTICE OF HEARING I, Ka a Konstarty, hereby cefify that a tlue and conect copy of the Notice of Headng in the above-referenced matter before the COGCC was deposited in the U.S. mail on Apdl 13, 2015, postage pre-paid, to the inlerested padies listed in the Application submitted to the COGCC regarding lhe abo!e referenced Docket Number. DATED this 13th day ofapdl, Shanor & Collins LLC s Street, Suite 2800