RAILROAD COMMISSION OF TEXAS OIL & GAS DIVISION

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1 API No. Drilling Permit # SWR Exception Case/Docket No (R37/38) 6. Purpose of filing (mark ALL appropriate boxes): 7. Wellbore Profile (mark ALL appropriate boxes): 11. RRC District No GENERAL INFORMATION 8. Total Depth 9. Do you have the right to develop the minerals under any right-of-way? SURFACE LOCATION AND ACREAGE INFORMATION County 23. Is this a pooled unit? Yes X No 24. Unitization Docket No: APPLICATION FOR PERMIT TO DRILL, RECOMPLETE, OR RE-ENTER This facsimile W-1 was generated electronically from data submitted to the RRC. A certification of the automated data is available in the RRC's Austin office. X RAILROAD COMMISSION OF TEXAS 1. RRC Operator No. 2. Operator's Name (as shown on form P-5, Organization Report) 3. Operator Address (include street, city, state, zip): QEP ENERGY COMPANY 6100 S YALE AVE STE Lease Name 5. Well No. H 1WD TULSA, OK X New Drill Recompletion Reclass Field Transfer Re-Enter Amended Yes No Amended as Drilled (BHL) (Also File Form W-1D) MARTIN 13. Surface Location X Land Bay/Estuary Yes FORM W-1 07/ This well is to be located 12.9 miles in a W direction from Tarzan which is the nearest town in the county of the well site. 15. Section 16. Block 8 39 T2N 17. Survey Vertical G&MMB&A X Horizontal (Also File Form W-1H) 10. Is this well subject to Statewide Rule 36 (hydrogen sulfide area)? 18. Abstract No. A-370 Directional (Also File Form W-1D) Inland Waterway 19. Distance to nearest lease line: 1 ft. Permit Status: 21. Lease Perpendiculars: 250 ft from the N - OFF LEASE line and 2058 ft from the W - OFF LEASE line. 22. Survey Perpendiculars: 250 ft from the N line and 2058 ft from the W line. X Offshore No Approved Sidetrack 20. Number of contiguous acres in lease, pooled unit, or unitized tract: Are you applying for Substandard Acreage Field? Yes (attach Form W-1A) X No FIELD INFORMATION List all fields of anticipated completion including Wildcat. List one zone per line. 26. RRC District No. 27. Field No. 28. Field Name (exactly as shown in RRC records) 29. Well Type 30. Completion Depth 31. Distance to Nearest Well in this Reservoir 32. Number of Wells on this lease in this Reservoir SPRABERRY (TREND AREA) Oil or Gas Well BOTTOMHOLE LOCATION INFORMATION is required for DIRECTIONAL, HORIZONTAL, AND AMENDED AS DRILLED PERMIT APPLICATIONS Remarks See W1 Comments attached (see W-1H attachment) Certificate: I certify that information stated in this application is true and complete, to the best of my knowledge. RRC Use Only Data Validation Time Stamp: Oct 29, :44 PM( Current Version ) Page 1 of 3 Name of filer (918) Phone Brandon Sloan Oct 10, 2014 Date submitted brandon.sloan@qepres.com Address (OPTIONAL)

2 Permit Status: Approved The RRC has not approved this application. Duplication or distribution of information is at the user's own risk. RAILROAD COMMISSION OF TEXAS APPLICATION FOR PERMIT TO DRILL, RECOMPLETE, OR RE-ENTER This facsimile W-1 was generated electronically from data submitted to the RRC. A certification of the automated data is available in the RRC's Austin office. 07/2004 Form W-1H Supplemental Horizontal Well Information Permit # Approved Date: Oct 29, RRC Operator No. 2. Operator's Name (exactly as shown on form P-5, Organization Report) 3. Lease Name QEP ENERGY COMPANY Lateral Drainhole Location Information 5. Field as shown on Form W-1 6. Section 7. Block 8. Survey 9. Abstract 10. County of BHL 40 7 UL MARTIN 11. Terminus Lease Line Perpendiculars 50 ft. from the NORTH line. and 2123 ft. from the WEST line 12. Terminus Survey Line Perpendiculars 50 ft. from the NORTH line. and 2123 ft. from the WEST line 13. Penetration Point Lease Line Perpendiculars SPRABERRY (TREND AREA) (Field # , RRC District 08) 200 ft. from the SOUTH line. and 519 ft. from the EAST line 4. Well No. H 1WD Page 2 of 3

3 Permit Status: Approved The RRC has not approved this application. Duplication or distribution of information is at the user's own risk. RAILROAD COMMISSION OF TEXAS APPLICATION FOR PERMIT TO DRILL, RECOMPLETE, OR RE-ENTER This facsimile W-1 was generated electronically from data submitted to the RRC. A certification of the automated data is available in the RRC's Austin office. W-1 Comments Permit # Approved Date: Oct 29, 2014 [ Sep 29, :55 AM]: Commission Staff expresses no opinion as to whether a 100% ownership interest in each of the leases alone or in combination with a "production sharing agreement" confers the right to drill across lease/unit lines or whether a pooling agreement is also required. However, until that issue is directly addressed and ruled upon by a Texas court of competent jurisdiction it appears that a 100% interest in each of the leases and a production sharing agreement constitute a sufficient colorable claim to the right to drill a horizontal well as proposed to authorize the removal of the regulatory bar and the issuance of a drilling permit by the Commission, assuming the proposed well is in compliance with all other relevant Commission requirements. Issuance of the permit is not an endorsement or approval of the applicant's stated method of allocating production proceeds among component leases or units. All production must be reported to the Commission as production from the lease or pooled unit on which the wellhead is located and reported production volume must be determined by actual measurement of hydrocarbon volumes prior to leaving that tract and may not be based on allocation or estimation. Payment of royalties is a contractual matter between the lessor and lessee. Interpreting the leases and determining whether the proposed proceeds allocation comports with the relevant leases is not a matter within Commission jurisdiction but a matter for the parties to the lease and, if necessary, a Texas court of competent jurisdiction. The foregoing statements are not, and should not be construed as, a final opinion or decision of the Railroad Commission.; [FILER Oct 8, :55 AM]: Im runnin down a dream that never would come to me, workin on a mystery, goin wherever it leads...runnin down a dream!; [RRC STAFF Oct 21, :09 PM]: There have been problems identified with this permit (see problem letter attachment). Notification sent.; [RRC STAFF Oct 21, :28 PM]: Problems identified with this permit are resolved.

4 RAILROAD COMMISSION OF TEXAS PERMIT TO DRILL, DEEPEN, PLUG BACK, OR RE-ENTER ON A REGULAR OR ADMINISTRATIVE EXCEPTION LOCATION PERMIT NUMBER DATE PERMIT ISSUED OR AMENDED DISTRICT Oct 29, 2014 API NUMBER FORM W-1 RECEIVED COUNTY Oct 10, 2014 MARTIN TYPE OF OPERATION OPERATOR LOCATION NEW DRILL QEP ENERGY COMPANY 6100 S YALE AVE STE 900 TULSA, OK LEASE NAME Section, Block and/or Survey DISTANCE TO SURVEY LINES 250 ft. N 2058 ft. W WELLBORE PROFILE(S) Horizontal DISTANCE TO LEASE LINES 250 ft. N - OFF LEASE 2058 ft. W - OFF LEASE ACRES NOTICE This permit and any allowable assigned may be revoked if payment for fee(s) submitted to the Commission is not honored. District Office Telephone No: (432) H 1WD TOTAL DEPTH 12.9 miles W direction from TARZAN SECTION 8 BLOCK 39 T2N ABSTRACT SURVEY G&MMB&A WELL NUMBER DISTANCE TO NEAREST LEASE LINE 1 ft. DISTANCE TO NEAREST WELL ON LEASE See FIELD(s) Below FIELD(s) and LIMITATIONS: * SEE FIELD DISTRICT FOR REPORTING PURPOSES * ** THIS PERMIT IS GRANTED PURSUANT TO STATEWIDE RULE 37(h)(2)(B)/38 ** CASE NO FIELD NAME ACRES DEPTH WELL # DIST LEASE NAME NEAREST LEASE NEAREST WE This well shall be completed and produced in compliance with applicable special field or statewide spacing and density rules. If this well is to be used for brine mining, underground storage of liquid hydrocarbons in salt formations, or underground storage of gas in salt formations, a permit for that specific purpose must be obtained from Environmental Services prior to construction, including drilling, of the well in accordance with Statewide Rules 81, 95, and 97. This well must comply to the new SWR 3.13 requirements concerning the isolation of any potential flow zones and zones with corrosive formation fluids. See approved permit for those formations that have been identified for the county in which you are drilling the well in. PPC operating lease ID 08/39162 currently shows the #6 well holding 80 acres and the lease producing on acres. This will need addressed upon completion. 370 * Data Validation Time Stamp: Oct 29, :45 PM( Current Version ) Page 4 of 5

5 FIELD NAME ACRES DEPTH WELL # DIST LEASE NAME NEAREST LEASE NEAREST WE ** SPRABERRY (TREND AREA) ,750 H 1WD WELLBORE PROFILE(s) FOR FIELD: Horizontal RESTRICTIONS: PPC operating lease ID 08/39162 currently shows the #6 well holding 80 acres and the lease producing on acres. This will need addressed upon completion. Lateral: TH1 Penetration Point Location Lease Lines: F SOUTH L F EAST L Terminus Location BH County: MARTIN Section: 40 Block: 7 Abstract: Survey: UL Lease Lines: Survey Lines: RAILROAD COMMISSION OF TEXAS PERMIT TO DRILL, DEEPEN, PLUG BACK, OR RE-ENTER ON A REGULAR OR ADMINISTRATIVE EXCEPTION LOCATION PERMIT NUMBER DATE PERMIT ISSUED OR AMENDED DISTRICT Oct 29, 2014 API NUMBER FORM W-1 RECEIVED COUNTY Oct 10, 2014 MARTIN TYPE OF OPERATION OPERATOR LOCATION NEW DRILL QEP ENERGY COMPANY 6100 S YALE AVE STE 900 TULSA, OK LEASE NAME Section, Block and/or Survey DISTANCE TO SURVEY LINES 250 ft. N 2058 ft. W WELLBORE PROFILE(S) Horizontal DISTANCE TO LEASE LINES 250 ft. N - OFF LEASE 2058 ft. W - OFF LEASE 50.0 F NORTH L F WEST L 50.0 F NORTH L F WEST L ' ** ' PRECEDING FIELD NAME INDICATES RULE (R37/38) ACRES THE FOLLOWING RESTRICTIONS APPLY TO ALL FIELDS NOTICE This permit and any allowable assigned may be revoked if payment for fee(s) submitted to the Commission is not honored. District Office Telephone No: (432) H 1WD TOTAL DEPTH 12.9 miles W direction from TARZAN SECTION 8 BLOCK 39 T2N ABSTRACT SURVEY G&MMB&A WELL NUMBER DISTANCE TO NEAREST LEASE LINE 1 ft. DISTANCE TO NEAREST WELL ON LEASE See FIELD(s) Below FIELD(s) and LIMITATIONS: * SEE FIELD DISTRICT FOR REPORTING PURPOSES * ** THIS PERMIT IS GRANTED PURSUANT TO STATEWIDE RULE 37(h)(2)(B)/38 ** CASE NO * Data Validation Time Stamp: Oct 29, :45 PM( Current Version ) Page 3 of 5

6 RAILROAD COMMISSION OF TEXAS SWR #13 Formation Data MARTIN (317) County Formation Shallow Top Deep Top Remarks Geological Order Effective Date SANTA ROSA 1,000 1, /17/2013 YATES 2,200 2, /17/2013 QUEEN 4,100 4, /17/2013 GRAYBURG 3,950 4, /17/2013 SAN ANDRES 3,500 4,700 Active CO2 flood; high flows; H2S; corrosive 5 12/17/2013 CISCO 8,500 8, /17/2013 SPRABERRY 6,500 8, /17/2013 DEAN 6,500 9, /17/2013 WOLFCAMP 8,600 9, /17/2013 PENNSYLVANIAN 9,400 10, /17/2013 STRAWN 10,100 10, /17/2013 MISSISSIPPIAN 11,100 11, /17/2013 FUSSELMAN 10,600 11, /17/2013 SILURIAN 11,600 12, /17/2013 DEVONIAN 11,500 12, /17/2013 ELLENBURGER 13,200 13, /17/2013 The above list may not be all inclusive, and may also include formations that do not intersect all wellbores. Formation "TOP" information listed reflects an estimated range based on geologic variances across the county. To clarify, the "Deep Top" is not the bottom of the formation; it is the deepest depth at which the "TOP" of the formation has been or might be encountered. This is a dynamic list subject to updates and revisions. It is the operator2s responsibility to make sure that at the time of spudding the well the most current list is being referenced. Refer to the RRC website at the following address for the most recent information.

7 September 25, ***** EXPEDITED APPLICATION ***** TRACY SIMPSON REGULATORY SC_684474_ _000000_9687.pdf --Measured ft FWL QEP ENERGY CO 6100 S YALE AVE 250 ft FNL STE 900 TULSA OK MRL:SECTION 27 NC P-5# MARTIN #1HWD ND SUR-G&M&MB&A,BLK-39,TSHP-2N,SEC-8,--[TD=21000],[RRC 8], The interval from the land surface to a depth of 350 feet and the ZONE from 1400 feet to 1700 feet must be protected. Please send THE ELECTRIC log when it is available. This recommendation applies to this well only and should not be construed as establishing an area-wide depth for the protection of usable-quality ground water. George Dunfield, P.G. 9/25/2014

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