BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO APPLICATION

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1 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF CAERUS WASHCO LLC FOR AN ORDER TO VACATE ORDERS AND AND ESTABLISH AN APPROXIMATE 1280-ACRE DRILLING AND SPACING UNIT AND APPROVE UP TO TWENTY-EIGHT WELLS FOR SECTION 1, TOWNSHIP 5 NORTH, RANGE 61 WEST AND SECTION 6, TOWNSHIP 5 NORTH, RANGE 60 WEST, 6TH P.M., FOR THE NIOBRARA AND CODELL FORMATIONS, WATTENBERG FIELD, WELD AND MORGAN COUNTIES, COLORADO CAUSE NO. 535 IZ~Z~I:~~r~[~a TYPE: SPACING APPLICATION Pursuant to C.R.S , Caerus WashCo LLC (operator # 86610) ("Applicant"), respectfully submits this Application to the Oil and Gas Conservation Commission of the State of Colorado (the "Commission") for an order to vacate an Existing pooled 640-acre drilling and spacing unit established under Order Nos end for Section 6, Township 5 North, Range 60 West, 6th P.M., and establish an approximate 1280-acre drilling and spacing unit in the following lands: Township 5 North, Range 61 West, 6t" P.M. Section 1: All Weld County, Colorado Township 5 North, Range 60 West, 6t" P.M. Section 6: All Morgan County, Colorado (collectively, the "Application Lands"), and approve up to twenty-eight horizontal wells within the new unit for the production of oil, gas and associated hydrocarbons from the Niobrara and Codell Formations. In support of its Application, Applicant states and alleges as follows: 1. Applicant is a limited liability company duly authorized to conduct business in the State of Colorado and is an operator in good standing with the Commission. 2. Applicant owns substantial leasehold interests in the Application Lands. A reference map of the Application Lands is attached as Exhibit A.

2 3. On April 27, 1998, the Commission adopted Rule 318A, the Greater Wattenberg Area Special Well Location, Spacing and Unit Designation Rule. Section 1, Township 5 North, Range 61 West, is subject to this Rule. 4. Rule 318.a. of the Rules and Regulations of the Oil and Gas Conservation Commission requires that wells drilled in excess of 2,500 feet in depth be located not less than 600 feet from any lease line, and located not less than 1,200 feet from any other producible or drilling oil or gas well when drilling to the same common source of supply. Section 6, Township 5 North, Range 60 West is subject to this Rule for the Codell Formation. 5. On May 16, 2011, the Commission issued Order Nos and , which among other things, established and pooled all interests in an approximate 640-acre drilling and spacing unit established for Section 6, Township 5 North, Range 60 West, with the authority to drill up to two horizontal wells within each unit, for the production of oil, gas and associated hydrocarbons from the Niobrara Formation. Section 6, Township 5 North, Range 60 West is subject to these Orders for the Niobrara Formation. 6. Applicant requests that the Commission vacate Order Nos and as it applies to Section 6, Township 5 North, Range 60 West and establish an approximate 1280-acre drilling and spacing unit underlying the Application Lands for the development and production from the Niobrara and Codell Formations. 7. Applicant requests that the Commission authorize up to twenty-eight horizontal wells within the unit, with twenty-four horizontal wells to be drilled to the PJiobrara Formation and four horizontal wells to be drilled to the Codell Formation. The productive interval of each such wellbore shall be located no closer than 600 feet from the unit boundaries, and no closer than 100 feet from the productive interval of any other wellbore located within the unit, without exception being granted by the Director. 8. Applicant requests that the Commission authorize up to four wellpads within the unit or upon adjacent lands. 9. Applicant asserts that vacating Order Nos and as it applies to the Application Lands and the proposed drilling and spacing unit will allow for the economic and efficient drainage of the Niobrara and Codell Formations, will prevent waste, will not adversely affect correlative rights, and will assure the greatest ultimate recovery of oil, gas and associated hydrocarbons from the Niobrara and Codell Formations. The proposed 1280-acre drilling and spacing unit is not smaller than the maximum area that can be economically and efficiently drained by the proposed wells in the Niobrara and Codell Formations. 10. The undersigned certifies that copies of this Application shall be served on each interested party as required by Rule 503.e. and 507.b.(1). 2

3 WHEREFORE, Applicant respectfully requests that this matter be set for hearing, that notice be given as required by law, and that upon such hearing the Commission enter its order: A. Vacating Order Nos and as it applies to Section 6, Township 5 North, Range 60 West and establishing an approximate 1280-acre drilling and spacing unit comprised of the Application Lands for the development and production from the Niobrara and Codell Formations; B. Authorizing up to twenty-eight horizontal wells within the unit, with twentyfour horizontal wells to be drilled to the Niobrara Formation and four horizontal wells to be drilled to the Codell Formation. The productive interval of each wellbore shall be located no closer than 600 feet from the unit boundaries, and no closer than 100 feet from the productive interval of any other wellbore located within the unit, without exception being granted by the Director; C. Authorizing up to four wellpads within the unit or upon adjacent lands; and d. For such other findings and orders as the Commission may deem proper or advisable in the matter. Dated: May 19, 2016 Respectfully submitted, DAVIS GRAHAM & STUBBS LLP By: Address of Applicant ~;aerus WashCo LLC Attn: Jeff Grisham th Street, Suite 1600 Davis Graham &Stubbs LLP Attorney for Applicant t" Street-Suite 500 3

4 VERIFICATION STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER ) Jeff Grisham, of lawful age, being first duly sworn upon oath, deposes and says that he is a Landman for Caerus WashCo LLC and that he has read the foregoing Application and that the matters therein contained are true to the best of his knowledge, information and belief. CAERUS WASHCO LLC J ff ri am, Landman Subscribed and sworn to before me this ~'~day of l, Witness my hand and official seal. My commission expires:?- z 3' Zap ~ ~t~ot~ry-~`' _._.,_. Nota Publ' 4~,~~_..o. ~P~

5 Exhibit A ;~5 3~ 3~ ~ 32 6N 61W 6N 60W 5N 61W 6 5N 60W ~ ~ 12 ~ ~ T ~~I V/ Legend ~ Spaced Lands ~Y ~ _ L \v 0 f~.5 1 Miles N Spacing Unit Map 5N-61W, Sec 1: All and 5N-60W, Sec 6: All 1280 Acres more or less

6 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF CAERUS WASHCO LLC FOR AN ORDER TO VACATE ORDERS AND AND ESTABLISH AN APPROXIMATE 1280-ACRE DRILLING AND SPACING UNIT AND APPROVE UP TO TWENTY-EIGHT WELLS FOR SECTION 1, TOWNSHIP 5 NORTH, RANGE 61 WEST AND SECTION 6, TOWNSHIP 5 NORTH, RANGE 60 WEST, 6TH P.M., FOR THE NIOBRARA AND CODELL FORMATIONS, WATTENBERG FIELD, WELD AND MORGAN COUNTIES, COLORADO CAUSE NO. 535 DOCKET NO TYPE: SPACING Certificate of Service STATE OF COLORADO ) )ss. CITY AND COUNTY OF DENVER ) Greg Nibert Jr., of lawful age, and being first duly sworn upon his oath, states and. declares: That he is an attorney for Caerus WashCo, LLC, and that on or before May 26, 2016, he caused a copy of the above docketed Application to be deposited in the United States -Mail, postage prepaid, addressed to the following parties pursuant to Rule 503.e. Greg ib Jr. Subscribed and sworn to before me May 24, Witness my hand and official seal...--,~.-.:.,~...~~.r~- SUSANNE_;IOSUN NOTAf~Y i~tjblic STATE OF COLORAO~ NOTARY 1D MY COhMY11SSI0N EXPIRES JANUARY 21, Z41~ ary Public

7 Docket No Interested Parties Caerus WashCo LLC t" St., Suite 1600 Troy Swain LGD Weld County Department of Planning Services 1555 North 17th Avenue Greeley, CO John Crosthwait LGD Morgan County Planning and Zoning 231 Ensign Street Fort Morgan, CO Tom Schreiner, Energy Liaison Colorado Parks and Wildlife Northeast Region Office 6060 Broadway Denver, CO Kent Kuster Oil- &Gas Consultant Coordinator CDPHE 4300 Cherry Creek Drive South Denver, CO American Bible Society 1865 Broadway New York, NY American Leprosy Missions, Inc 1 ALM Way Greenville, SC Apple Creek, LLC 335 South York Street Denver, CO Arentee Investments Highway 124 Jonesville, LA Ashley Behring 3840 Pueblo Street Evans, CO Blackland Petroleum, LLC East Dorado Place Centennial, CO Bonanza Creek Energy Inc th St. Suite 1400 Carole W. Long (heir to the estate of Thomas R. Wilson) PO Box 1932 Sun City, AZ Carrizo (Niobrara) LLC 1000 Louisiana Street Ste 1500 Houston, TX Carrizo Oil &Gas, Inc 1000 Louisiana Street Suite 1500 Houston, TX Cary L &Patricia and Todd G Wickstrom Co Road 3 Orchard, CO Charlene Allmer 522 Colorado Avenue Brush, CO Clara L. Woods, a widow 2435 W. 11th St., Apt 13 Greeley CO ConocoPhillips Company P.O. Box 7500 Bartlesville, OK

8 Crain Energy LTD 222 East Tyler Street PO Box 2146 Longview, TX Donald J. Amman 919 Wilson Ave Ft Morgan, CO Donna Behring 2345 West 16th Street, Apt. #205 Greeley, CO Donna Perry Laman Street Westminster, CO Dr. Michael. Connelly 3774 Ingold Houston, TX Duane Collins & Lizette Collins 124 Bahama Reef Bel Marin Keys Novato, CA Ernest L. Behring 3820 Pueblo Street Evans, CO Esenjay Oil &Gas Ltd 500 North Water Street Ste 1100 South Corpus Christi, TX Estate of LaVonne Tracy Rout 1, Box 4 Agate, Co Evolution Oil &Gas LLC Mills Meadow Lane Houston, TX Foreland Resources, LLC 5950 Cedar Springs Rd Ste 100 Dallas, TX Gene F. Lang & Co Parker Station East Mainstreet Ste 334 Parker, CO Haimo Oil &Gas, LLC 2901 S Wilcrest Dr Houston, TX Harry Richard Hibbs II P.O. Box 5167 Oxnard, CA Heather Behring 3840 Pueblo Street Evans, CO Heirs to the Estate of Gracie Pearl Collins aka Pearl Collins aka Gracie Pearl Wilson (deceased) PO - Box Pacifica, CA Heirs to the Estate of Mary Wilson Amman (Deceased) 309 West Street Fort Morgan, CO Heirs of the Estate of Jack Patterson (deceased) and of Ellen A. Patterson (deceased) 721 Walnut Street Fort Morgan CO, Heirs to the Estate of Ralph Fischer (Deceased) th Avenue Greeley, CO Highland Exploration 626 Patterson Bldg.

9 IOCL (USA) Inc Indian Oil Corporation Ltd, Corporate Office, 3079/3, J B Tito Marg, Sadiq Nagar, New Delhi James Bunting and Beatrice G. Bunting th Street Greeley, CO James Kerr Hibbs 2821 East Main Street Ventura, CA James Norman Wilson 4001 Oberlin Rd. Monitague, CA JEL Resources, LLC th St., Suite 980 John C. Amman 5175 Bow Mar Drive Littleton, CO John Fred Wilson Conquistador Way San Diego, CA John S Wilson, Executor of the Estate of Rover Milne Wilson 254 South Hillcrest Street Anaheim, CA John William Hibbs 2069 East Line Oak Drive Los Angeles, CA John William Hibbs c/o Video Ware, Inc. 600 Clover Street Los Angeles, CA Jon E. Jones 3750 Highway 144 Weldona, CO Joseph Fischer Haefeli 152 Pine Tree Road Ithaca, NY Joyce A. Smith 3770 Glacier Hwy Juneau, AK Julianne Fischer Haefeli 5300 W. 29th Street #155 Greeley, CO Kathryn A Jones (and Stephen J Jones) 243 N. Old Manor Wichita, KS Lacy Properties LTD 222 East Tyler Street PO Box 2146 Longview, TX Larry Collins 325 Cannel Ave. Pacifica, CA Laurie Behring 3840 Pueblo Street Evans, CO Lowell T. Wilson (heir to the estate of Thomas R. Wilson) 6800 Arapaho Road. Apt 2031 Dallas, TX Margaret Mitchell Stoltman 825 Mall Avenue, Apt. # 1 Grand Junction, CO Markus Production 2100 W Littleton Blvd Ste 245 Littleton, CO Marshall Resources, LLC 4295 South Fox Street Englewood, CO 80110

10 Maureen E Velasquez, as successor in interest to Shirley M Schreiner 4763 HWY144 Weldona, CO Maurice Jones 3750 HWY 144 Weldona, CO Maxine U. Warren 2405 West 18th St. Greeley, CO Michael Connelly th St., Suite 980 Nina Fauquier, heir to the Estate of Frank E. Fauquier Address Unknown West Chester, PA Oil India (USA) Inc Oil India Limited Plot No. 19, Near Film City, Sector 16A, Noida P&C Long Revocable Trust dated January 17, 2013 PO Box 1932 Sun City, AZ Paula Sewell (heir to the estate of Thomas R. Wilson) 4816 Nob Hill Los Angeles, CA Pearl Fauquier Buell, heir to the Estate of Frank E. Fauquier Address Unknown West Chester, PA Prima Exploration, Inc. 100 Fillmore Street Ste 450 Denver, CO Ravco Inc 3756 Bratton Corpus Christi, TX Raymond U. Williams Trust P.O. Box 1044 Boulder, Colorado Red Hawk Petroleum, LLC 4125 Blackhawk Plaza Circle, Suite 201A Danville, CA Richard (deceased) & Mary F Jones 125 South Oakwood Wichita, KS RJ Resources Corp. 152 West 57th Street, 4th floor New York, New York, Robert Milne Wilson 45 Highpoint Cir South APT 307 Naples, FL Robin Muccitelli (heir to the estate of Thomas R. Wilson) 525 Buena Fortuna Atascadero, CA Ruth Evans, heir to the Estate of Frank E. Fauquier Address Unknown Harris County, Houston, TX Schibi Oil &Gas Ltd 4706 Grand Lake Corpus Christi, TX Spreading Adder Oil Company, LLC PO Box Wichita, KS Stacey Richard Dean SW 165 Shyland Drive Pullman, WA 99163

11 Susan D. Wiegel as successor in interest to Shirley Schreiner 231 Gayle Street Fort Morgan CO Suzanne M. Jones (and Michael L Jones) 328 Colonic Place Wichita, KS The Heirs of Lillian Stolarczyk 148 First Street Kersey, CO Thomas Murdock Dean 265 Post Avenue, Suite 140 Westbury, NY Thomas Murdock Dean c/o Ladenburg Thalmann, 540 Madison Avenue New York, NY Valerie L. Hinchee 4305 Perth Court North Fort Meyers, FL Vecta Oil &Gas, Ltd. 575 Union Blvd Ste 208 Lakewood, CO VFC Company, LLC th St., Suite 980 Weldco Resources LLC th Street Suite 1600 William Ernest Behring 841 Pangola Drive North Fort Myers, FL William K. Warren Foundation Box 971 Midland, TX William S. Schicktanz & Dorothy W. Schicktanz 7220 S. Depew St. Littleton, CO William Smith (heir to the estate of Thomas R. Wilson) 206 E.107th Place Northglenn, CO Winn Exploration Co Inc 800 North Shoreline Blvd Suite 1900 North Corpus Christi, TX Joan Northup Address Unknown Martha Fosmire Address Unknown Vincent F. Connelly th St., Suite 980 Virginia Fauquier, heir to the Estate of Frank E. Fauquier Address Unknown West Chester, PA Virginia Margaret Dean Hickman 1000 Tenth St Greeley, CO 80631

12 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO I N THE MATTER OF THE PROMULGATION AND ) CAUSE NO. 535 ESTABLISHMENT OF FIELD RULES TO GOVERN ) OPERATIONS FOR THE NIOBRARA AND CODELL ) DOCKET NO FORMATIONS, WATTENBERG FIELD, WELD AND j MORGAN COUNTIES, COLORADO TYPE: SPACING SECOND SUPPLEMENTAL AFFIDAVIT OF MAILING STATE OF COLORADO ) )ss. CITY AND COUNTY OF DENVER ) Greg Nibert Jr., of lawful age, and being first duly sworn upon his oath, states and declares as follows: 1. That he is an attorney for Caerus WashCo LLC ("Caerus"); 2. Caerus has become aware of certain additional interested parties since it originally filed the above referenced Application on May 19, 2016; 3. This matter has been continued to the Commission's December Hearings following. Caerus' Motion to Serve by Publication and the Hearing Officer's Order Granting Caerus' Motion to Serve by Publication; and 4. That on or before October 20, 2016, he caused a copy of the above referenced Application to be deposited in the United States Mail, postage prepaid, addressed to the following additional interested parties: Bier Family Trust Created on October Estate of Louis Stolarczyk 2, 1992 and Harry S. Bier, Sr. C/O Lillian Smith 7209 Heather Tree Drive rd Ave Ct Sacramento, CA Greeley, CO Coral J. King Revocable Trust Dated December 29, th Street SW Austin, MN Estate of Louis Stolarczyk C/O Larry G. Stolarczyk 612 South 7th Street Raton, NM Estate of Louis Stolarczyk C/O Mary Ann Busha th Ave Greeley, CO Estate of Louis Stolarczyk P.O. Box 248 Kersey, CO 80644

13 Greenwood Energy, LLC 5082 East Hampden Ave-226 Denver, CO Harry S. Bier, Sr Heather Tree Drive Sacramento, CA Judith Ann Maxon 6960 North 40th Ave Tulsa, OK Synergy Resources Corporation Highway 60 Platteville, CO Subscribed and sworn to before me October 20, 2016: Witness my hand and official seal. DIANN F. LaGRANCE NOTARY. PUBLIC t STQtE OF COLORADO iv(~tary ID 19914p16185 MY COMMlSSlON EXPIRES DECEMBER 23, 2019 ~,~~~Zi~- ~ ~ti~~~i ~ ~z Notary Public

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