Class Counsel's Motion for Approval of Attorneys' Fees

6:17-cv-00334-SPS Document 86 Filed in ED/OK on 02/08/19 Page 1 of 3

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA

CHIEFTAIN ROYALTY COMPANY, ) KELSIE WAGNER TRUSTEE OF THE ) KELSIE WAGNER TRUST, AND ) KELSIE WAGNER SUCCESSOR ) TRUSTEE OF THE WADE ) COSTELLO TRUST ) ) Plaintiffs, ) ) v. ) Case No. 6:17-cv-00334-SPS ) ) (Removed from District Court of MARATHON OIL COMPANY, ) LeFlore County, State of ) Oklahoma, Case No. CJ-17-146) Defendant. )

CLASS COUNSEL’S MOTION FOR APPROVAL OF ATTORNEYS’ FEES

Class Counsel respectfully file this Motion for Approval of Attorneys’ Fees, and hereby

moves this Court for entry of an Order approving Class Counsel’s request for Attorneys’ Fees in

the amount of $5,980,000.

Class Counsel base this Motion on: (1) the Memorandum of Law in Support of this Motion

and Exhibits thereto; (2) the Declaration of Robert N. Barnes and Patrick M. Ryan on Behalf of

Class Counsel and Exhibits thereto (attached to Final Approval Memorandum as Exh. 3); (3) the

Declaration of Robert Abernathy (attached to Final Approval Memorandum as Exh. 1); (4) the

Declaration of Kelsie Wagner (attached to Final Approval Memorandum as Exh. 2); (5) the

Affidavit of Barbara A. Ley (attached to Final Approval Memorandum as Exh. 4); (6) the

Declaration of Steven S. Gensler in Support of the Award of Attorney’s Fees [Doc. No. 81]; (7)

the Declaration of Geoffrey P. Miller in Support of the Stipulation and Agreement of Settlement,

Class Counsel’s Application for Attorneys’ Fees, Reimbursement of Litigation Expenses, Class 6:17-cv-00334-SPS Document 86 Filed in ED/OK on 02/08/19 Page 2 of 3

Representative’s Request for Case Contribution Award, and Notice of Proposed Settlement [Doc.

No. 82]; (8) the Affidavit of Michael J. Weeks on behalf of class member Pagosa Resources, LLC

(attached to the Final Approval Memorandum as Exh. 6); (9) the Affidavit of Phil Steffano on behalf of class member Provident Energy, Ltd. (attached to the Final Approval Memorandum as

Exh. 7); (10) the Affidavit of Roger K. Brown on behalf of class member Omega Royalty Co.,

LLC (attached to the Final Approval Memorandum as Exh. 8); (11) the Affidavit of absent class member Michael Starcevich (attached to the Final Approval Memorandum as Exh. 10); and the applicable law, and all pleadings, declarations, and records on file in this matter, which are respectfully incorporated by reference as if set forth fully herein.

Accordingly, Class Counsel respectfully request the Court enter the Proposed Order granting the relief stated above and grant any further relief to which the Court finds Class Counsel entitled.

DATED: February 8, 2019

Respectfully submitted,

s/Patrick M. Ryan Patrick M. Ryan, OBA No. 7864 Phillip G. Whaley, OBA No. 13371 Jason A. Ryan, OBA No. 18824 Paula M. Jantzen, OBA No. 20464 RYAN WHALEY COLDIRON JANTZEN PETERS & WEBBER PLLC 900 Robinson Renaissance 119 North Robinson Oklahoma City, OK 73102 Telephone: 405-239-6040 Facsimile: 405-239-6766 [email protected] [email protected] [email protected] [email protected]

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Robert N. Barnes, OBA No. 537 Patranell Lewis, OBA No. 12279 Emily Nash Kitch, OBA No. 22244 BARNES & LEWIS, LLP 208 N.W. 60th Street Oklahoma City, OK 73118 Telephone: (405) 843-0363 Facsimile: (405) 843-0790 [email protected] [email protected] [email protected]

Michael Burrage, OBA No. 1350 WHITTEN BURRAGE 512 N Broadway, Suite 300 Oklahoma City, OK 73102 Telephone: (405) 516-7800 Facsimile: (405) 516-7859 [email protected]

Lawrence R. Murphy, Jr., OBA No. 17681 LAWRENCE R. MURPHY, JR., P.C. 624 South Boston, Floor 8 Tulsa, Oklahoma 74119 Telephone: (918) 592-3699 [email protected]

COUNSEL FOR PLAINTIFFS

CERTIFICATE OF SERVICE

I hereby certify that on February 8, 2019, I electronically transmitted the attached document to the Clerk of the Court using the ECF System for filing. Based on the records currently on file, the Clerk of the Court will transmit a Notice of Electronic Filing to the following ECF registrants:

Guy S. Lipe – [email protected] Jay P. Walters – [email protected]

s/Patrick M. Ryan Patrick M. Ryan

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EXHIBIT 2 6:17-cv-00334-SPS Document 86-2 Filed in ED/OK on 02/08/19 Page 2 of 13

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA

CHIEFTAIN ROYALTY ) COMPANY, KELSIE WAGNER ) TRUSTEE OF THE KELSIE WAGNER ) TRUST AND KELSIE WAGNER ) SUCCESSOR TRUSTEE OF THE ) WADE COSTELLO TRUST ) ) Plaintiffs, ) ) v. ) Case No. CIV-17-334-SPS ) ) MARATHON OIL COMPANY, ) ) Defendant.

DECLARATION OF ROBERT N. BARNES, PATRANELL BRITTEN LEWIS, AND EMILY NASH KITCH

Robert N. Barnes (“Barnes”), Patranell Britten Lewis (“Lewis”), and Emily Nash

Kitch (“Kitch”) of Barnes & Lewis, LLP (“BL”) declare as follows:

1. We submit this declaration in support of Class Counsel’s Motion for Final

Approval (“Approval Motion”), Class Counsel’s Motion for Approval of Attorneys’ Fees

(“Fee Motion”), Class Counsel’s Motion for Approval of Reimbursement of Litigation

Expenses (“Expense Motion”), and Class Representative’s Motion for Approval of Case

Contribution Award (“Contribution Motion”), (collectively, the “Motions”).

2. BL has been lead counsel in twelve (12) Oklahoma oil and gas class action cases that have been concluded and resulted in combined Common Funds exceeding $600 million – far more than any other law firm. BL holds the distinction of having been lead 6:17-cv-00334-SPS Document 86-2 Filed in ED/OK on 02/08/19 Page 3 of 13

counsel in the first oil and gas class action nationwide to have been successfully tried to a jury. That jury verdict was upheld on appeal and resulted in a total Common Fund of approximately $110 million. See Bridenstine v. Kaiser Francis, Case No. 97, 117

(unpublished) August 22, 2003, cert. denied, June 26, 2006, Okla. Sup. Ct., Case No. DF-

01569.

3. Robert Barnes has practiced law in state and federal court for over 43 years.

He grew up in the oil and gas industry (his father was an exploration geologist) and the legal community (two uncles were well known lawyers). He graduated from the University of Oklahoma Law School in 1974. By the time he was 28 years old, he had tried numerous jury trials and taken hundreds of depositions while based in Tulsa. By age 30, he had two years of experience as district counsel for Texas Oil & Gas Corp (the most active driller in

Oklahoma at the time). By age 31, he was the vice president of land and general counsel for Texas International Petroleum Corporation an Oklahoma City based company with offices in numerous states. By age 32, he was president of Carson Petroleum Corp in

Oklahoma City. In 1982, he co-founded the oil and gas law firm of Stack & Barnes in

Oklahoma City. By that time, he was AV rated by Martindale Hubbell based on his experience as an oil and gas lawyer. Over the next 10 years, Barnes represented primarily large independent oil and gas companies in major litigation such as: Samson Resources,

Lear Petroleum and Kaiser-Francis. During that time, Barnes was a frequent lecturer on oil and gas law related topics at Bar sponsored events. In 1991, Barnes co-founded BL with Lewis. Through the remainder of the 1990s BL continued to represent oil and gas companies, but also took on more and more contingent fee litigation for land owners and

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mineral owners against oil and gas companies. By the time that BL became lead class counsel in Bridenstine vs Kaiser-Francis in the late 1990s, Barnes was well-known as an expert litigator in all facets of the oil and gas industry.

4. Patranell Lewis has practiced law in state and federal court for over thirty

(30) years. She began her career working in the oil and gas area working for Dwight’s

Energy Data (now known as IHS Energy Group). Lewis graduated from the University of

Oklahoma in 1987 and earned top honors in various courses, including top honors in the

Oil and Gas law course. She joined Mr. Barnes in 1986 and three years later was AV rated by Martindale Hubbell. Lewis became a partner in 1991. She has represented both oil companies and mineral owners in complex litigation. She has served as class counsel in the oil and gas royalty owner class actions that BL has been involved.

5. Emily Kitch has been practicing law for over 10 years in Oklahoma state and federal courts. She has litigated, among other matters, multiple class action suits involving, among other things, oil and gas royalty matters, bad faith, breach of contract, and other topics and industries.

6. The statements made herein are made based upon our personal knowledge and information available to us to the best of my recollection, and while we do not believe there are any errors, omissions, incomplete or incorrect statements, to the extent any occur, they are wholly accidental and unintentional.

7. BL, along with Ryan Whaley Coldiron Jantzen Peters & Webber PLLC

(“RW”) are court-appointed Class Counsel for Plaintiffs and the Settlement Class. We personally rendered legal services and had co-responsibility for coordinating and leading

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the activity carried out by attorneys at BL in this Litigation. As Co-Lead counsel for

Plaintiffs, Mr. Robert Abernathy and Ms. Kelsie Wagner, BL significantly contributed to this Litigation and performed work on behalf of, and for the benefit of, the Settlement

Class. Specifically, BL was intimately involved in all aspects of the Litigation on behalf of Mr. Abernathy and Ms. Wagner both prior to filing and while the matter was pending.

A summary of Class Counsel’s work in this matter is set forth in more detail in the

Declaration of Robert N. Barnes and Patrick M. Ryan on Behalf of Class Counsel

(hereinafter “Joint Class Counsel Declaration”), filed contemporaneously herewith. We have read the Joint Class Counsel Declaration regarding Class Representative’s and Class

Counsel’s efforts which have resulted in a Settlement with Defendant that has a total value of at least $32,050,000. We concur with those statements made in the Joint Class Counsel

Declaration and incorporate those statements herein by reference.

8. BL has been involved in and served as lead class counsel in many oil and gas class actions as described in more detail herein. Based on the decades of oil and gas class action litigation experience of BL, the Settlement reached in this case is an extraordinary result for the Settlement Class. We believe the terms and conditions of the settlement are fair, reasonable, and adequate and in the Settlement Class’ best interests. These types of cases bear risks and uncertainties. The Settlement avoids these risks and provides the

Settlement Class with a substantial recovery, as well as binding changes to Defendant’s statutory interest payment policies and practices unless or until there is a change in the law.

9. We have also reviewed the Plan of Allocation and worked with class expert,

Barbara Ley to develop the Plan of Allocation. We incorporate by reference the Affidavit

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of Barbara Ley regarding the details of the Plan of Allocation and concur that the proposed

Plan of Allocation is fair, reasonable, adequate, and in the best interests of the Class.

The Fee Request is Reasonable

10. Class Counsel is seeking an award of Attorneys’ Fees of $5,980,000 (the

“Fee Request”). Class Counsel has been successful in obtaining a Cash Settlement of

$14,950,000.00. Additionally, Class Counsel has been successful in getting Marathon to agree that going forward Marathon will pay statutory interest on late payments with or without demand from the Owner. This Future Benefit has a discounted value of an additional $17,100,000.00. Lastly, Class Counsel has also been successful by obtaining

Marathon’s agreement to pay administrative costs up to $50,000.00. This fee request is consistent with the amounts requested and approved by Oklahoma federal courts and

Oklahoma state courts in several oil and gas class actions that have occurred since the mid

1990’s, which can be seen from the chart below:

Statistics Maintained by Coalition of Oklahoma Surface & Mineral Percentage of Common Fund Awarded Owners Inc. as updated on recent cases by Barnes & Lewis Case Name Case No. & Year Common Fund Lode Star Attorney Litigation Class Rep. Court Awarded Multiplier Fee Costs Fee Duke v. Samson CJ-94-31 1996 $1,454,375 undetermined 30% .21% 00% Honorable Robert Collier Dewey Co. Greghol v. Barrett CJ-96-166-1 1996 $180,000 undetermined 30% Undetermined 00% Honorable Edward Cunningham Canadian Co. Black Hawk v. Exxon CJ-93-02226 1999 $9,000,000 undetermined 31.80% 7.35% 3.72% (Oil-WI only) Tulsa Co. Honorable Deborah C.Shallcross Rudman v Texaco CJ-97-1E 2001 $25,000,000 4 40% 3.27% 1% Honorable William Hetherington Stephens Co. Bridenstine v. Kaiser-Francis CJ-2000-1 2001-04 $109,974,437 5.25 30% 3% .81% (After Full Jury Trial & Texas Co. Appeal) Honorable Ronald Kincannon Barnes & Lewis Lead Counsel Duke v. Apache CJ-94-32 2002 $1,967,500 undetermined 33 % 3.69% 00% Honorable Joe Jackson Dewey Co. Fazekas v. Arco C-98-65 2002 $6,250,000 undetermined 35% 10% 6.4% Honorable Bill Welch Latimer Co.

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McIntoush v. Questar CJ-02-22 2002 $1,500,000 3 40% 3% .33% Honorable N. Vinson Barefoot Major Co.

Barnaby v. Marathon C-96-40 2003 $3,645,241 undetermined 33% 1.8% .33% Honorable Bill Welch Latimer Co.

Booth v. Cross Timbers CJ-98-16 2003 $2,500,000 undetermined 33% 1.6% .40% Honorable Robert Collier Dewey Co.

Kouns v. Louis Drefus CJ-98-20 2003 $2,778,125 undetermined 33% .79% .43% Honorable Robert Collier Dewey Co.

Robertson/Taylor v. CJ-02-150 2003 $13,250,606 10 40% .08% 1% Sanguine Grady Co. Honorable Richard Van Dyck

Kouns v. ConocoPhillips CJ-98-61 2004 $4,300,000 undetermined 42.56% 3% .47% Honorable Ray Dean Linder Dewey Co Barnes & Lewis Co Lead Counsel

Mayo v Kaiser-Francis CJ-93-348 2004 $5,000,000 5 40% .85% 00% (WI only) Grady Co. Honorable Richard Van Dyck

Velma-Alma v. Chesapeake CJ-2002-331-E 2004 $10,500,000 3.25 34.95% 3% 2% Honorable Joe Enos Stephens Co. Velma-Alma v. Texaco CJ-2002-304 2005 $27,000,000 undetermined 40% 4.5% 1.07% Honorable C. Allen McCall, Jr. Stephens Co.

Brumley v. ConocoPhillips CJ-2001-5 2005 $30,761,379 3.85 36% 2.4% .88% Honorable Greg Zigler Texas Co. cash portion of cash Barnes & Lewis Lead Counsel $6,990,000 future benefits Continental v. Conoco CJ-95-739 w/ 2005 $23,000,000 undetermined 40% .74% .50% Honorable Richard Perry CJ-2000-356 Garfield Co. Cactus Petrol v. Chesapeake CJ-2004-4 2005 $6,500,000 undetermined 26.37% 3% .35% (WI only) Harper Co. Honorable Greg Zigler

Lobo v. BP CJ-97-72 2005 $150,000,000 8.7 40% .50% .50% (WI only) Beaver Co. Honorable Gerald Riffe

Shockey v. Chevron (Multi CJ-2001-7 2005 $28,300,000 4-6.6 33% 4% .42% State-OK portion $28.3 Washita Co. mil.) Honorable Ellis Cabaniss

Bank of America v. El CJ-97-68 2006 $66,000,000 undetermined 37% 2.5% .34% Paso (take-or-pay issues Washita Co. not post production) Honorable Ellis Cabaniss

Lawrence v. Cimarex CJ-2004-391 2006 $6,475,000 5.25 33% 2% .39% Honorable Richard G. Van Dyck Caddo Co.

Laverty v. Newfield CJ-98-06012 2007 $17,250,000 4.2 40% 2.9% .4% Honorable P Thomas Thornbrugh Tulsa Co. McNeely v. National CIV-07-933-M 2008 $2,000,000 undetermined 33.5% Mobile Health Care Western Dist Honorable Vicki Mile LaGrange

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Simmons v. Anadarko CJ-2004-57 2008 $155,000,000 4.5 40% .56% .5% Honorable Wyatt Hill Caddo Co. Barnes & Lewis Lead Counsel Taylor v ChevronTexaco CJ-2002-104 2009 $12,000,000 1.76 40% 5% 1% Honorable Gerald Riffe Texas Co. Brown v. Citation CJ-04-217 2009 $5,250,000 1.28 40% 2% 1% Honorable Richard G. Van Dyck Caddo Co. Barnes & Lewis Lead Counsel Adkinsson v. Koch Appeal from 2009 $30,000,000 5.22 25.4% $63,000 Honorable John H. Scaggs Seminole Co Mitchell, CJ & Joplin, J. OK concur Hill v Marathon CIV-08-37-R 2011 $40,000,000 undetermined 33.3% 1% .0025% Honorable David Russell Western Dist Eatinger v. BP America 07-1266-EFM- 2012 $19,000,000 undetermined 33.3% 1% Production Co. KMH Honorable Eric F. Melgren Kan Dist Ct Mitchusson v. Exco CJ-2010-32 2012 $23,500,000 6.3 40% .81% .64% Honorable Wyatt Hill Caddo Co. Barnes & Lewis Lead Counsel Tatum v. Devon Energy CJ-10-77 2013 $3,800,000 undetermined 45% .7986% $5,000 Honorable Carl G. Gibson Nowata Co. Chieftain v. QEP CIV-11-212-R 2013 $115,000,000 undetermined 33.3% .68% .50% Honorable David L. Russell Western Dist cash portion of cash Barnes & Lewis Lead Counsel $40,000,000 future benefits Hill v. Kaiser-Francis CIV-09-07-R 2013 $35,000,000 undetermined 35% 2.8% .57% Honorable David L. Russell Western Dist Barnes & Lewis Counsel Drummond v. Range CJ-2010-510 2013 $87,500,000 undetermined 40% .73% 1% Honorable Richard G. Van Grady Co., Dyck Barnes & Lewis Lead OK Counsel Cornett v. Sampson CJ-2009-00081 2013 $15,200,000 undetermined 40% 1.78% 1% to 2 Honorable Ray Dean Linder Dewey Co., OK Cecil v. Ward CJ-2010-462 2014 $10,000,000 undetermined 40% 2% 1% Honorable Wyatt Hill Grady Co., Barnes & Lewis Lead Counsel OK Fitzgerald v. Chesapeake CJ-2010-00038 2015 $119,000,000 4.7 40% .26% 3/10th of Honorable Jon K. Parsley Beaver Co., OK 1% Chieftain v Laredo CIV-23-2429-D 2015 $6,651,997.95 undetermined 40% 5% 1% Honorable Timothy D. Western DeGiusti District Barnes & Lewis Lead Counsel Chieftain v. SM Energy CIV-011-177-D 2015 $52,000,000 undetermined 33.3% 1.6% 1% Co, et al, EnerVest Western cash portion District Energy $2,965,000 On remand to the Western On appeal Tenth Circuit future benefit District of Oklahoma Honorable Timothy D. DeGiusti Barnes & Lewis Lead Counsel Bank of America, N.A. v CJ-2004-45 2017 $115,000,000 3-3.6 40% 1.85% $75,000 El Paso & Burlington Washita Co., OK cash portion x 4 reps Honorable Christopher S. Kelly Strack v. Contential CJ-2010-75 2018 $49, 800,000 3.17 40% S100,000 Resources Blaine Co., OK cash portion x 4 reps Honorable Dennis Hladik $57,500,00 future benefit

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11. Out of the total amount of dollars recovered for class members in these cases,

BL (almost always as lead counsel) has been responsible for approximately half of the total amount recovered.

12. Class Representatives, Mr. Robert Abernathy and Ms. Kelsie Wagner, agreed to a fee of 40%. In our experience, a 40% contingency fee is a market rate for this type of case. Initially, there is no way to know the exact amount of the claims involved. Through extensive discovery and work with experts, the dollar amount of the claim was developed over the course of the Litigation. Additionally, when the 40% contingent fee was agreed to, Counsel could not have known what jurisdiction this case would have been removed to or transferred to or what future changes to Oklahoma oil and gas law would affect the outcome of the case. Therefore, a 40% contingent fee is fair and reasonable.

13. BL was also lead counsel for the plaintiff in the case of Pummill, et al. v.

Cimarex, et al., No. CV-2011-82 (Grady Co., Okla. 2011), which was a declaratory judgment action that involved the proper interpretation of oil and gas leases in Oklahoma and the proper application of Oklahoma royalty law. Summary judgment was rendered in that case holding that, pursuant to 52 O.S. § 570.11, owners should be paid interest on late oil and gas proceeds payments by oil companies like Cimarex whether or not demand is made for payment of interest. See Summary Judgment Order at 3, Pummill v. Hancock

Exploration LLC, et al., Case No. CV-2011-82 (Okla. Dist. Ct. Grady Cty. July 16, 2012);

Corrected Order at 2, Pummill v. Hancock Exploration LLC, et al., 2014 OK 97, 341 P.3d

69 (affirming summary judgment on statutory interest issue that no demand is required in

Oklahoma for statutory interest while remanding other issues). The experience of BL in

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this area of Oklahoma oil and gas law is significant. In fact, the original statute requiring the payment of interest on oil and gas late payments was written by a four-person committee of oil and gas lawyers in the late 1970s – Barnes was on that committee and a principal drafter.

14. Successfully resolving this Litigation also required Class Counsel to expend considerable time and resources consulting with a key forensic accounting expert, Barbara

Ley, who specializes in oil and gas matters. Ms. Ley’s first significant trial experience was as an expert witness for the Class in Bridenstine v. Kaiser-Francis.

15. This Litigation required substantial time and labor. BL attorney hours times reasonable hourly rates totals $641,680.00 as can be seen by the chart below. The hours spent were necessary and of benefit to the Class as a whole.

Name Title Hours Rate Lodestar Robert N. Barnes Sr. Partner 279.6. $900 $251,640.00 Patranell Lewis Partner 232.8 $875 $203,700.00 Emily Kitch Associate 266.2 $700 $186,340.00

It is estimated that BL will spend an additional estimated 100 hours through the time of the

Fairness Hearing in on March 8, 2019. Further, based on prior experience in other oil and gas class actions, BL may spend at least an additional 75 hours in the distribution phase of the case. The total estimated lodestar for BL for this time period is approximately

$144,375.00. It goes without saying that BL would never agree to represent a client in an oil and gas class action using these hourly rates if payment of our fee was contingent upon successful recovery of our fees in a settlement or judgment. As the Court knows, defense counsel in oil and gas class actions are paid on a monthly basis their entire hourly rate and

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are reimbursed any litigation costs monthly. It simply would not be economically feasible for BL to ever represent a client on a straight hourly fee basis unless we were also paid monthly for our fees and expenses.

16. BL’s hourly rates are reasonable when compared to those of other law firms in complex oil and gas litigation, as described in the Declaration of Bradley Beckworth in

Support of Motion for Attorneys’ Fees and Reimbursement of Expenses Filed on Behalf of Nix, Patterson & Roach, LLP. See Doc. No. 96-1 at ¶¶ 27-29 in Reirdon v. XTO Energy

Inc., Case No. 16-CV-0087-KEW, United States District Court for the Eastern Distict of

Oklahoma. Numerous firms involved in complex litigation charge hourly rates for senior partners well in excess of $1,000/hour. And, of course, these hourly rates are paid monthly and are certainly not contingent on the results achieved. If we were asked to represent a class involving complex oil and gas matters such as this, we would always require a 40% contingent fee contract. If pressed to represent a class on an hourly rate to be paid only out of the final settlement or judgment, our hourly rates would be at least six times the standard hourly rates set out above to account for the uncertainty and risk of recovering anything.

17. As can be seen from the first chart above, numerous Oklahoma Courts have used a lodestar times multiplier as a cross check on the reasonableness of a percentage fee.

Commonly those multipliers are in the neighborhood of four to six times the lodestar

(reasonable hours times reasonable rate). The attorney fee requested in this case certainly is at the lower end of that scale. However, we wish to stress to the Court that the most reasonable method of calculating a fee is by extending the contingent attorney fee contract signed between Class Counsel and the Plaintiff to the Class at large. Doing anything less

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effectively give absent class members a free look at the results of litigation before having to pay their part of the attorney time and labor expended. The absent class member should get no better deal than the standard contingent fee contract agreed to by the Plaintiff.

Likewise, the attorney should get no more than 40% of the common fund that has been developed through his time, labor and expertise. If the attorney loses the case, then he recovers nothing for his time and labor. On the other hand, if the attorney is extremely successful then there is no reason why he shouldn’t recover the full 40% of the common fund that his time, labor and expertise created. To do otherwise, would effectively penalize the lawyer for his success.

18. Historically, oil and gas class actions have always been pursued on a contingent fee basis with counsel bearing all expenses. In our experience, we have never found a plaintiff with the financial wherewithal to pursue an oil and gas class action on an hourly fee basis with the client also bearing all the expenses. Thus, we have never had the opportunity to represent a class in oil and gas matters on an hourly fee basis. As a matter of fact, we have never found a client even able to bear the out of pocket expenses of the case.

19. All Counsel are seeking recovery of expenses in the amount not to exceed

$350,000.00. The current total amount of expenses incurred by Barnes & Lewis to date is

$69,004.02. In our judgment, these expenses were reasonable, necessary, and critical to the prosecution of this Litigation. Details of those expenses are available for review at the

Court’s direction. Class Counsel anticipates additional billings from the Class Experts that have not yet been received. If less than $350,000.00 in expense is actually incurred, Class

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Counsel will only retain reimbursement of the actual amount incurred. Any remaining

balance will be paid to the Settlement Class to be allocated to the Class members.

We declare under penalty of perjury, pursuant to 28 U.S.C. § 1746, that the foregoing is true and correct.

Dated: February 8, 2019

Robert N. Barnes, OBA No. 537 Patranell B. Lewis, OBA No. 12279 BARNES & LEWIS, LLP BARNES & LEWIS, LLP 208 NW 60th Street 208 NW 60th Street Oklahoma City, OK 73118 Oklahoma City, OK 73118 [email protected] [email protected] Telephone: (405) 843-0363 Telephone: (405) 843-0363 Facsimile: (405) 832-1007 Facsimile: (405) 832-1007

Emily Nash Kitch, OBA No. 22244 BARNES & LEWIS, LLP 208 NW 60th Street Oklahoma City, OK 73118 [email protected]

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EXHIBIT 5 6:17-cv-00334-SPS Document 86-5 Filed in ED/OK on 02/08/19 Page 2 of 19

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF OKLAHOMA

DECLARATION OF ANDREW G. PATE IN SUPPORT OF MOTION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES FILED ON BEHALF OF NIX PATTERSON, LLP

I, Andrew G. Pate of Nix Patterson, LLP (“NP”) declare as follows:

1. I am an attorney at NP. I submit this declaration in support of Class Counsel’s

Motion for Final Approval (“Approval Motion”), Class Counsel’s Motion for Approval of

Attorneys’ Fees (“Fee Motion”), Class Counsel’s Motion for Approval of Reimbursement of

Litigation Expenses (“Expense Motion”), and Class Representatives’ Motion for Approval of Case

Contribution Award (“Contribution Motion”), which are filed contemporaneously herewith.

Unless otherwise stated herein, the statements made herein are made based upon my personal knowledge and information available to me to the best of my recollection, and while I do not believe there are any errors, omissions, incomplete or incorrect statements, to the extent any occur, they are wholly accidental and unintentional. 6:17-cv-00334-SPS Document 86-5 Filed in ED/OK on 02/08/19 Page 3 of 19

2. I, and my law firm NP, have litigated class actions and complex commercial

litigation in the Eastern District of Oklahoma, the Western District of Oklahoma, the state courts

of Oklahoma and numerous other state and federal courts around the country. A copy of NP’s

Summary Resume, as well as a brief biography of the NP attorneys who worked on this Litigation,

is attached hereto as Exhibit A.

3. Barnes & Lewis, LLP (“BL”) and Ryan Whaley Coldiron Jantzen Peters & Webber

PLLC (“RW”), are court-appointed Class Counsel for Plaintiffs and the Settlement Class. I

personally rendered legal services and had co-responsibility for coordinating and leading the activity carried out by attorneys at NP in this Litigation, as co-counsel for Plaintiffs and in working with Class Counsel. As co-counsel for Plaintiffs, NP significantly contributed to this Litigation and performed work on behalf of and for the benefit of the Settlement Class. Specifically, NP was involved in various aspects of the Litigation in support of Class Counsel and on behalf of Chieftain

Royalty Company and Kelsie Wagner both prior to filing and while the matter was pending. A summary of Class Counsel’s work in this matter is set forth in more detail in the Declaration of

Robert N. Barnes and Patrick M. Ryan on Behalf of Class Counsel (hereinafter “Joint Class

Counsel Declaration”), filed contemporaneously herewith.

4. The information in this declaration regarding NP’s time and expenses is based upon records maintained by NP in the ordinary course of business. I am the attorney who oversaw and/or conducted the day-to-day activities in the Litigation. This declaration was prepared with the assistance of other lawyers and staff at NP with knowledge of the matters reflected herein and reviewed in detail by me before signing. As discussed in the Joint Class Counsel Declaration, as well as the Declarations of Class Representatives Robert Abernathy and Kelsie Wagner (“Class

Representatives”), we were retained by Mr. Abernathy and Ms. Wagner to prosecute this case on

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a fully contingent basis. Class Representatives negotiated, and we agreed to, a contract to

prosecute this case on a fully contingent basis with a fee arrangement of 40% of any recovery

obtained for Mr. Abernathy, Ms. Wagner, and/or the putative class. I believe, and numerous state

and federal courts in Oklahoma have determined, that a 40% contingent fee is within the

appropriate market rate range for cases of this nature. In a class action settlement like this one, where no fee shifting or other payment of fees and expenses from the losing or adverse party occurs, it is very clear that the equitable common fund doctrine controls and the absent class

members should share in payment of the fee by having the appropriate percentage assessed against

the settlement fund as a whole. Indeed, the application of the federal equitable common fund

doctrine is a bedrock premise of litigation in this country and has repeatedly been applied by the

United States Supreme Court, the Tenth Circuit, Oklahoma federal district courts, every federal

circuit, and legal scholars. Otherwise, the absent class members would get a windfall at the

expense of Class Counsel, Mr. Abernathy, and Ms. Wagner. See Sprague v. Ticonic Nat’l Bank,

307 U.S. 161, 165 (1939); Boeing Co. v. Van Gemert, 444 U.S. 472, 478 (1980); Brown v. Phillips

Petroleum Co., 838 F.2d 451, 454 (10th Cir. 1988); Court-Awarded Attorney Fees: Report of the

Third Circuit Task Force, 108 F.R.D. 237, 250 (3d Cir. 1985); see also Declaration of Geoffrey P.

Miller in Support of the Stipulation and Agreement of Settlement, Class Counsel’s Application for

Attorneys’ Fees, Reimbursement of Litigation Expenses, Class Representative’s Request for Case

Contribution Award, and Notice of Proposed Settlement (“Miller Declaration”) at ¶34.

5. Further, in the present case, the Defendant, Mr. Abernathy, and Ms. Wagner have

contractually agreed that “the right to and reasonableness of attorneys’ fees and expenses” shall

be governed by “federal law, both substantive and procedural … and all other matters for which

there is federal procedural or common law, including federal law regarding federal equitable

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common fund class actions.” Settlement Agreement ¶11.8. Federal common law, in the Tenth

Circuit, clearly states that use of the percentage of the recovery is the preferred method. Gottlieb v. Barry, 43 F.3d 474 (10th Cir. 1994); Brown v. Phillips Petroleum Co., 838 F.2d 451 (10th Cir.

1988); Uselton v. Commercial Lovelace Motor Freight, 9 F.3d 849 (10th Cir. 1993). Thus, the contractually agreed 40% contingent fee amount is the amount under which Mr. Abernathy, Ms.

Wagner, and Class Counsel worked at all times and that is the amount by which the reasonableness of the fee request should be considered.

6. The attorneys and staff at my firm working on this matter were instructed to keep records regarding their time, even though we are working on a fully contingent basis. At the close of this case, I asked each attorney and staff member at the firm to report to me regarding the time they spent prosecuting this matter. The total number of hours expended by NP in this Litigation, from investigation through February 1, 2019, is at least 409 hours. The total lodestar for NP for this time period is at least $241,800. I estimate that NP will expend at least another 50 hours through Final Approval for an additional estimated lodestar of $24,750 consisting entirely of attorney time.

7. In my judgment, the number of hours expended and the services performed by the attorneys at NP were reasonable and expended for the benefit of the Settlement Class in this

Litigation. If the Court deems it necessary, NP can provide additional detail regarding the hours expended during this litigation. I believe this total number of hours is a conservative and understated amount because, among other things, all of our attorneys work extensively on many matters in a collaborative context where it is not possible to record every hour worked and/or not possible to reduce any given hour to only one case. Therefore, I believe my firm worked many more hours on this case than the hours listed above.

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8. Because NP is a relatively small law firm, NP was necessarily precluded from

working on other cases and pursuing otherwise available opportunities due to its dedication of time

and effort to the prosecution of this Litigation against Marathon. This case was filed in 2017, and

has required the devotion of substantial time, manpower and resources over that period. Further,

NP has spent a substantial amount of time and effort in negotiating and preparing the necessary

paperwork related to the Settlement with Defendant. Moreover, numerous time limitations have

been imposed on NP throughout the course of this Litigation. The schedules of the courts, experts,

and clients were accommodated on a regular basis by NP. A case of the size and complexity of this one deserves and requires the commitment of a large percentage of the total time and resources of firms the size of those of Class Counsel and works a significant hardship on them over the course of over multiple years. Further, NP had to forego taking on numerous additional cases because of this litigation and the burden it placed on NP’s time and resources. While I cannot identify the specific cases without violating attorney client and work product privileges, I can state that, during the period this case has been pending, NP investigated and considered pursuing multiple cases that it ultimately was not able to pursue due to the time and resource constraints imposed by this case, including several oil and gas class cases.

9. NP’s lodestar figures are based on its billing rates, which do not include charges for expense items. Expense items are billed separately and such charges are not duplicated in the billing rates.

10. As set forth in the following table, NP has incurred a total of $34,005.68 in unreimbursed expenses in connection with this Litigation as of February 1, 2019. In my judgment, these expenses were reasonable, necessary, and critical to the prosecution of this Litigation.

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NIX PATTERSON, LLP Expense Report

Total Category Expense Litigation Support Matlin Petroleum Co. $1,770.00 Expert/Consulting Expenses Barbara A. Ley $27,508.88 Geoffrey P. Miller $4,000.00 Mediation Fees Corbyn, Hampton, Barghols, Pierce, PLLC $726.80 Research/Teleconferencing Charges $6.56 TOTAL SUBMITTED EXPENSES $34,012.24

11. These expenses are reflected on the books and records of NP. It is NP’s policy and practice to prepare such records from expense vouchers, check records, credit card records, and other source materials. Based on my oversight of NP’s work in connection with this litigation and my review of these records, I believe them to constitute an accurate record of the expenses actually incurred by the Firm in connection with this Litigation.

I declare under penalty of perjury, pursuant to 28 U.S.C. § 1746, that the foregoing is true and correct.

Dated: February 7, 2019

Andrew G. Pate Nix Patterson, LLP

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Exhibit A

6:17-cv-00334-SPS Document 86-5 Filed in ED/OK on 02/08/19 Page 9 of 19

205 Linda Drive, Daingerfield, Texas 75638(903) 645-7333Fax: (903) 645-4415 3600 North Capital of Texas Hwy, Bldg. B, Suite 350, Austin, Texas 78746(512) 328-5333Fax: (512) 328-5335 www.nixlawfirm.com

SUMMARY RESUME

The Court may find detailed information regarding Nix, Patterson & Roach, L.L.P. on the firm’s website: www.nixlawfirm.com. The firm’s website contains a wide variety of information, including the history of the firm, highlights of current and previous successes, photographs of facilities, and biographies of each attorney.

For convenience, a concise overview of the firm is as follows:

Nix, Patterson & Roach, LLP (“NPR”) is a 27-lawyer firm based in Daingerfield, Texas, with offices in Texarkana, Texas; Dallas, Texas; Austin, Texas; and Santa Rosa Beach, Florida. NPR has a long history of successfully representing injured persons, consumers and businesses, specializing in complex business/commercial litigation, class action litigation, securities fraud litigation, antitrust litigation, intellectual property litigation, qui tam litigation, FCA litigation, medical device litigation and automobile products liability litigation. NPR also maintains an active securities fraud and corporate governance practice and represents public and private investors in securities fraud class actions and individual litigation across the country.

Among the firm’s greatest accomplishments is its representation of the State of Texas in The State of Texas v. The American Tobacco Company, et al., Civil Action No. 5:96-CV-0091 (E.D. Tex.). NPR, along with four other law firms, was selected by the State of Texas to prosecute the State’s claims against the tobacco industry, seeking to recoup State monies paid to treat smoking-related illnesses. A settlement of $17.6 billion – the largest single civil litigation settlement in history – was obtained on behalf of the State of Texas. Over the years, NPR has recovered well over $20 billion for its clients.

Below is a representative sample of some of the most recent results NPR has achieved for its clients:

Brocade Securities Litigation: NPR represented Arkansas Public Employees Retirement System (“APERS”) and the Erie County (Pennsylvania) Employees Retirement System (“Erie”) as Class Counsel in this matter, filed in the United States District Court for the Northern District of California (San Francisco). This was the first major case regarding “stock options backdating.” NPR settled this case for $160.1 million. The settlement marks one of, if not the, largest settlements ever in terms of the percentage of the class’ damages recovered. Indeed, depending on which damage model was accepted by the court and/or jury, the settlement marks

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close to a 100% recovery for the class. Further, at the time of settlement, it was the second largest backdating settlement in history in terms of the total dollar amount of the settlement.

This case arose out of Brocade’s restatement of all of its financial statements over a five- year period. At the time we began prosecuting this case, the recent media headlines and outrage regarding options backdating had not yet begun. The complaint we filed against Brocade, and its officers and directors, set forth in precise, painstaking detail Brocade’s scheme to defraud investors by backdating option grants. It also formed the paradigm for subsequent backdating cases. This case has been featured in a Pulitzer Prize winning series by the Wall Street Journal, as well as in articles in Bloomberg, the New York Times, the Washington Post and BusinessWeek.

In re MGM Mirage Securities Litigation: NPR served as Co-Lead Counsel in this action, representing a class of investors in MGM securities in the United States District Court for the District Court for the District of Nevada. The class alleged that MGM falsely misled the market regarding MGM’s ability to survive and thrive during the U.S. financial crisis and obtain adequate capital to finance its unprecedented CityCenter project. After zealously litigating this action for almost six years, NPR obtained a settlement of $75 million on behalf of the class. The settlement is the largest securities class action recovery in the history of the District of Nevada— exceeding the combined amount of the next three largest class action recoveries. This result is particularly notable because it was obtained in the absence of a financial restatement by MGM or a regulatory or governmental agency investigation related to the same conduct. On March 1, 2016, the United States District Court for the District of Nevada granted final approval of the settlement.

CompSource et al. v. BNY Mellon, N.A. et al.: NPR, along with Kessler Topaz Meltzer & Check, LLP (“KTMC”), filed suit in the Eastern District of Oklahoma on behalf of CompSource Oklahoma—a statutorily-created state workers compensation insurance company—and other participants in BNY Mellon’s securities lending program, alleging that BNY Mellon breached its fiduciary duties (under both common law and ERISA), breached its securities lending agreements, and was negligent in connection with its investment of its clients’ funds in medium- term notes of Sigma Finance, Inc. After three and a half years of hard fought, intense litigation, the parties reached a settlement in this matter. On July 6, 2012, the United States District Court for the Eastern District of Oklahoma preliminarily approved a $280,000,000 cash settlement.

All settlement efforts in this matter were presided over by former United States District Judge and U.S. Attorney Layn Phillips. The parties completed discovery prior to reaching a settlement agreement. Nearly five million pages of documents were produced and reviewed in this case. Plaintiffs’ Counsel took or defended a total of 59 depositions, 12 of which took place over multiple days. These depositions took place in seven different states across the country: New York, Texas, California, Maryland, Oklahoma, Pennsylvania, and Missouri. These depositions resulted in 16,483 pages of recorded testimony and the inclusion of 1,738 exhibits. The Court has granted final approval of this settlement.

AFTRA v. JPMorgan: NPR, along with KTMC, filed suit in the Southern District of New York on behalf of AFTRA and other participants in JPMorgan’s securities lending program alleging that JPMorgan violated its fiduciary duties (under both common law and ERISA) to

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AFTRA and the class in connection with the same investments in Sigma as those at issue in CompSource. On the eve of trial, and after the Court granted class certification, the parties reached a settlement in the amount of $150,000,000. The Court has granted final approval of this settlement.

MoneyGram Securities Litigation: NPR served as Lead Counsel for Lead Plaintiff, Oklahoma Teachers Retirement System, in this matter filed in the United States District Court for the District of Minnesota. This litigation involved alleged false and misleading statements surrounding the quality and nature of asset-backed securities held in MoneyGram’s investment portfolio. This case was unique in the fact that it is only one of a few “subprime” cases brought against an entity that is neither a bank, Wall Street investment bank, nor originator of asset backed securities. Indeed, this is one of the few cases brought—and we believe the first case successfully resolved—based upon a company’s failure to properly disclose the quality and nature of the asset-backed securities it purchased. NPR reached an $80 million settlement with MoneyGram and the individual defendants, which has been granted final approval by the Court. The settlement ranks as one of the top settlements in all “subprime” cases.

Delphi Securities Litigation: NPR served as Co-Lead Counsel for Lead Plaintiff, Oklahoma Teachers Retirement System, and named Plaintiff, Oklahoma Law Enforcement Retirement System, in this matter, filed in the United States District Court for the Eastern District of Michigan (Detroit). This litigation involved claims under the Securities Act of 1933 and Securities Exchange Act of 1934 arising out of Delphi’s massive restatement dating back to its spin-off from General Motors. The United States Department of Justice, Securities and Exchange Commission, and United States Postal Inspector all conducted criminal and civil investigations into this matter. Delphi filed for bankruptcy protection, and this case proceeded against its officers and directors, outside auditors and certain third parties.

In July 2007, NPR reached a $284,100,000 class settlement with Delphi and several of its former officers, directors and underwriters. The trial court granted final approval to this settlement on January 10, 2008. In its order, the court praised NPR not only for its sophistication and outstanding legal work, but also for our unwavering commitment to our clients:

The Court is able to add that it had extensive interaction, both on the record and in chambers, with all Co-Lead Counsel, and has been considerably impressed, not only by counsel’s skill, knowledge of the substantive and procedural law, and sophistication—all of which were consistently evident to the Court—but also by their dedication and commitment to their clients’ cause. In short, these lawyers have practiced at the highest levels of professional competency.…

The settlement is believed to be one of the largest securities fraud settlements funded by a debtor outside of insurance. It also ranked as the 22nd largest securities fraud settlement in history at that time—a remarkable result given that the primary defendant was in bankruptcy.

NPR subsequently reached a $38.25 million settlement with Delphi’s former auditor, Deloitte & Touche. The Court granted final approval of that settlement on June 26, 2008.

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In Re Salomon Analyst Litigation (MFN): NPR was certified to serve as Class Counsel for the class of shareholders in this matter, filed in the Southern District of New York. This case involved false research reports issued by Salomon Smith Barney’s lead research analyst, Jack Grubman, for reports SSB and Citibank issued about their client, Metromedia Fibre Networks. In 2008, the case settled for $35 million and was granted final approval by the court on February 27, 2009. The settlement is especially significant for two reasons. First, an earlier securities fraud class action against Metromedia Fibre Networks—led by a different firm, but involving largely the same facts—settled for $8 million. NPR was able to obtain a result 4.5 times greater than the other settlement. Second, after the defendants lost the issue of class certification at the trial court, they appealed to the United States Court of Appeals for the Second Circuit. Although the Appellate Court reversed a part of the certification order on a procedural issue, the Court found in plaintiffs’ favor on several critical issues of first impression—a ruling that should help investors in the future.

In Re: Triton Energy Limited Securities Litigation: NPR served as class counsel in this matter, which was one of the first cases involving the fraudulent accounting of oil and gas reserves successfully brought to conclusion. NPR represented the class of shareholders as Co- Lead Counsel and obtained a settlement of $49.5 million for shareholders of Triton Energy, a Dallas-based oil company. According to the Texas Lawyer, this was the third-largest commercial settlement of 2002 in Texas. Through this litigation, NPR gained specialized expertise in securities cases involving oil and gas reserves, and the appropriate classification and accounting of those reserves.

In Re: Universal Access, Inc., Securities Litigation: NPR served as class counsel in this securities fraud class action, which was settled and received final approval for $11 million. The settlement represented in excess of forty percent (40%) of the class’ total damages.

Marvell Technology Group, Ltd. Securities Litigation: NPR served as Co-Counsel with KTMC for Lead Plaintiffs Monte Paschi Asset Management S.G.R. S.p.A. and Puerto Rico Government Employees Retirement System in this securities fraud case, which arose out of a six-year, pervasive fraudulent scheme to backdate stock options that resulted in the restatement of all of Marvell’s financial statements from 2003 until the first quarter of fiscal year 2007. This case settled for $72 million and was granted final approval by the United States District Court for the Northern District of California on November 13, 2009.

NPR also resolved a putative nationwide class action on behalf of clients of the “Big Four” accounting firms. Through that litigation, the class alleged that these accounting firms overcharged their clients for costs and expenses paid to travel vendors by billing their clients the full face amount of these costs while, at the same time, receiving back-end rebates, incentives, commissions, and other compensation. As a result of the litigation, NPR obtained settlements with the “Big Four” accounting firms in the total amount of $108 million. These settlements further implemented significant corporate governance changes, which prohibit these accounting firms from engaging in this offensive conduct in the future and from coordinating their travel program with that of any other accounting firm. These settlements have received final approval, and also marked the largest class action settlement in the history of the State of Arkansas.

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In addition to its active securities fraud and corporate governance practice, NPR has won numerous landmark verdicts and settlements in a diverse range of cases, from personal injury to intellectual property infringement actions. For example, NPR recently obtained outstanding judgments in several individual and class actions brought on behalf of oil and gas royalty owners in Oklahoma:

Pummill, et al. v. Cimarex Energy Co., et al.: NPR serves as co-counsel in this declaratory judgment action requesting the court declare the rights of royalty owners and the obligations of lessees on four key issues of Oklahoma royalty law relating to oil and gas lease interpretation, payment of royalty on gas used as fuel off the lease, payment of royalty under different form gas marketing agreements and payment of statutory interest on late royalty payments. In 2012, NPR and its co-counsel achieved favorable declaratory summary judgment rulings for the plaintiffs on all four issues. The court’s declaratory summary judgment ruling on the payment of statutory interest was affirmed by the Oklahoma Court of Appeals, Division 1, and the Oklahoma Supreme Court. In October 2015, NPR and its co-counsel successfully tried the remaining three declaratory judgments and the defendants’ counterclaim to the court in a full bench trial and achieved a favorable judgment for the plaintiffs on all four issues. NPR is one of the only firms to try a case to judgment concerning these critical issues of Oklahoma royalty law—a judgment that will benefit over a million Oklahoma royalty owners.

Chieftain Royalty Co. v. SM Energy Co., et al.: NPR represented a class of underpaid royalty owners in this action against SM Energy Co. and its successors, EnerVest and FourPoint. After vigorously prosecuting this action as class co-counsel for over four years, NPR obtained a partial settlement with respect to the claims against EnerVest and FourPoint totaling nearly $55 million on behalf of the class. This settlement consisted of a $52 million cash payment (which alone represents approximately 100% of the class’ principle claim for royalty underpayment) and contractually guaranteed future benefits that ensure EnerVest and FourPoint will not deduct certain specific costs from royalty payments for a period of 36 months. These binding changes to the Settling Parties’ royalty payment methodology have a present value of at least $2.9 million. On December 23, 2015, the United States District Court for the Western District of Oklahoma granted final approval of the settlement. NPR continues to prosecute the remaining claims against SM Energy Co.

Chieftain Royalty Co. v. QEP Energy Co.: NPR served as co-class counsel in this action alleging QEP, an energy company with oil and gas operations in Oklahoma, secretly and systematically made unlawful deductions from a class of royalty owners’ monthly royalty payments. Specifically, the class alleged, among other things, that QEP ignored Oklahoma law and the class members’ oil and gas leases by requiring class members to bear QEP’s operating costs associated with turning raw gas into a marketable product—costs that ordinarily cannot be shared with royalty owners. After more than two years of litigation, which included defeating early dispositive motions, completing substantial fact and expert discovery, obtaining class certification in the face of very real obstacles, and creating intricate damage models, NPR and its co-counsel obtained a $155 million settlement for the class. This settlement consisted of a $115 million cash payment (which alone represents more than 100% of the class’ principle claim for royalty underpayment) and contractually guaranteed future benefits that ensure QEP will not resume its previous practice of improper cost deductions. QEP itself estimated the present value

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of these future benefits to exceed $40 million. However, in real dollars over the next 30 years— a conservative estimate of the lives of the existing oil and gas wells—the future benefits will likely provide more than $200 million in additional royalty payments to the class members. To NPR’s knowledge, this settlement—even when reduced to its present value—is one of the largest oil and gas class action settlements in U.S. and Oklahoma history. On May 31, 2013, the United States District Court for the Western District of Oklahoma granted final approval of the settlement.

Drummond et al. v. Range Resources-Midcontinent, LLC, et al.: NPR represented a different class of royalty owners in this action against Range Resources, an energy company with substantial interests in Oklahoma oil and gas wells. As in QEP, the class members in this case alleged Range unlawfully deducted certain pre-marketing costs from the class members’ royalty payments. The class also claimed Range consistently sent false and/or misleading check stubs to the class members, which concealed the alleged improper deductions. As co-class counsel, NPR prosecuted this action for over two years, overcoming Range’s initial dispositive motions, conducting comprehensive fact and expert discovery—such as analyzing the thousands of oil and gas leases involved—and obtaining class certification. As Range was preparing to appeal the court’s class certification order, the parties began settlement negotiations and a mediation process with highly respected mediator and former federal judge, Layn Phillips. After multiple mediation sessions in Oklahoma City and New York City, NPR and its co-counsel achieved an $87.5 million cash settlement for the class.

Cecil v. Ward Petroleum Corp.: NPR obtained a $10 million settlement on behalf of a class of underpaid royalty owners, which represented the largest amount the defendant could pay without being forced to wind down its business.

OCC Cause Nos. 201105057, 201105112 and 201105113: NPR represented individual Oklahoma royalty owners and the putative royalty owner class in Drummond, et al. v. Range Resources Corp., et al. before the Oklahoma Corporation Commission (“OCC”). NPR successfully obtained an Order from the OCC dismissing three applications filed by Range Production Company requesting the OCC to interpret OCC drilling and spacing orders in a manner that would curtail the rights of over a million Oklahoma royalty owners.

In addition to the numerous class actions NPR has litigated, the firm, along with co- counsel including Whitten Burrage and Wilmer Hale, recently represented the Chickasaw Nation and the Choctaw Nation in an historic settlement with the federal government. This litigation, The Chickasaw Nation and The Choctaw Nation v. United States Dept. of Interior, et al., involved allegations that the federal government mismanaged over 1.3 million acres of the timber lands belonging to the Chickasaw and Chocktaw Nations. Along with co-counsel, NPR conducted comprehensive fact and expert discovery—including analyzing millions of pages of historical trust related documents, and taking or defending 37 depositions across the country. NPR also played an integral role in settlement negotiations and the mediation process, which was overseen by court-appointed Special Master and former federal judge, John Robertson (Ret.). Ultimately, the case settled for $186 million, the fifth largest settlement out of 86 tribal trust actions that have been filed. The settlement also represented a significant milestone in the tribal trust relationship between the United States and the Chickasaw and Choctaw Nations.

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NPR also has significant experience representing states and political subdivisions/agencies in a variety of litigation matters. For example, in 2015, NPR obtained a historic settlement for the State of Florida against British Petroleum arising out of the Deepwater Horizon oil spill. NPR represented Florida in its effort to recover economic losses as a result of this disaster and recovered $2,000,000,000.00 for our client. Additionally, NPR represented and obtained settlements on behalf of over 20 governmental entities in their litigation against BP over the Gulf Oil Spill. These settlements received significant national and international press coverage. In addition, NPR represents more than 1,000 businesses, ranging from small restaurants to publicly traded corporations, against BP. NPR also has represented the states of Utah, Montana and Alaska in actions related to off-label marketing of certain pharmaceuticals.

NPR currently represents several university campuses as outside intellectual property monitoring and litigation counsel. We also currently represent over a dozen state agencies from around the country in various litigation monitoring and contingent fee litigation matters. In Texas, in addition to our past representation of the State of Texas in the Tobacco Litigation, we currently serve as outside securities fraud monitoring and litigation counsel for the Texas Teacher Retirement System.

NPR combines the collective financial, political and professional experiences of our entire firm to provide our clients with comprehensive, yet hands-on and personal services. The firm represents plaintiffs in trademark and patent infringement litigation throughout the nation. We have attorneys licensed to practice before the United States Patent and Trademark Office. And, we are one of only a handful of law firms who will prosecute a patent or trademark case on a contingency fee basis. We currently represent intellectual property owners from all over the world. We can and will prosecute infringement actions on their behalf anywhere. There are few firms with the ability to do that.

Over the past five (7) years, NPR has obtained several landmark recoveries for our clients who were plaintiffs in intellectual property litigation. One example of the type of complex, multi-faceted contingent intellectual property cases is our litigation on behalf of DataTreasury Corporation, which owns pioneering patents involving image capture, centralized processing, and the electronic storage of document and check information. NPR successfully represented DataTreasury in a patent infringement lawsuit against banking giant JPMorgan Chase for infringement of U.S. Patent Nos. 5,910,988 and 6,032,137, which culminated in a confidential settlement in July 2005. On behalf of DataTreasury, the Firm has also negotiated and obtained settlements from NCR, Ingenico, MagTek, ACS, RDM, Net Deposit, and licenses from Merrill Lynch and Diebold. NPR also obtained a $54 million judgment on behalf of DataTreasury against U.S. Bank for willful patent infringement.

NPR’s success in the patent arena has not been limited to the banking industry or the Eastern District of Texas. For example, in March of 2013, NPR’s patent group obtained a patent infringement verdict of $95,795,507 in the U.S. District Court for the Western District of Washington on behalf of Syntrix Biosystems, Inc., a Washington biotechnology research firm. The verdict was rendered against Illumina, Inc., before U.S. District Judge Benjamin H. Settle. After an 11-day trial, the jury returned a verdict for the precise amount Syntrix requested, which

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equated to a 6 percent royalty rate. The final judgment was entered in June 2013, for a total amount of $115,106,105, which included supplemental damages through the date of the verdict in the amount of $12,037,468, plus prejudgment interest of $7,273,130. The Court also granted Syntrix’s request for a running royalty and set the ongoing royalty rate at 8 percent of infringing future sales.

NPR also has successfully prosecuted fraud on behalf of the federal government through qui tam litigation brought under the False Claims Act. For example, NPR represented relator Harold Wright, one of the co-relators in Johnson, et al. v. Shell, et al. and the primary relator in Wright v. AGIP Petroleum Company et al.—False Claims Act cases related to underpayment of federal oil and gas royalties. Although Wright was dismissed from the Johnson, et al. v. Shell, et al. case, NPR assisted with the litigation, which resulted in more than $300 million in settlements for the Government. NPR was co-lead counsel in Wright v. AGIP Petroleum Company et al., which was litigated for years in the Eastern District of Texas. In total, Wright v. AGIP Petroleum Company et al. generated more than $120 million in settlements for the Government. NPR incurred more than $5 million in out of pocket expenses assisting the Government in Wright v. AGIP Petroleum Company et al.

Furthermore, NPR attorneys have been appointed to leadership positions on Steering Committees in litigations ranging from Phen-Fen in the 1990s to Granuflo in the 2000s.

In addition to the legal services provided to injured persons, consumers and businesses, NPR provides a significant amount of pro bono legal services. The firm provides a significant portion of the representation for Lone Star Legal Aid, which coordinates free family law services for those unable to pay for an attorney. In 1998, NPR was the recipient of the W. Frank Newton Award, which recognizes outstanding pro bono law firms in the State of Texas. Many of NPR’s attorneys, including Jeffrey J. Angelovich and Bradley E. Beckworth, have been named to the Texas Pro Bono College in recognition of the substantial amount of time they dedicate each year to providing free legal services to poor and/or indigent persons.

Moreover, NPR stood down the NCAA in representing Johnny Manziel, the reigning Heisman Trophy winner at the time, in an extremely high profile enforcement action. NPR was lead counsel throughout the entire enforcement action, investigation and findings process. NPR defended against the NCAA’s substantial allegations and ultimately negotiated an agreed two- quarter suspension for Mr. Manziel during one non-conference game. Throughout this entire action, NPR worked hand in hand with the Texas A&M University system’s Chancellor and General Counsel.

Below is biographical information for the NPR attorneys that primarily will be involved in the prosecution of the present matter:

Bradley E. Beckworth Bradley E. Beckworth, Partner, graduated magna cum laude from Texas A&M University (B.A. 1994) and cum laude from Baylor Law School (J.D. 1997). Brad is the Co- Head of NPR’s Complex Litigation Group. He focuses primarily on securities fraud and other complex litigation, but also has successfully tried lawsuits in a diverse range of cases, including

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oil and gas litigation, commercial disputes and intellectual property infringement. For example, in 2015, Brad was trial counsel in Pummill v. Cimarex, where NPR won a judgment for the plaintiff in one of the most significant oil and gas cases ever tried in the State of Oklahoma; and, in 2012, Brad was lead counsel in successfully defending the 2012 Heisman Trophy winner against the NCAA Enforcement Division. Brad has given presentations to numerous boards of trustees of public funds, and has been quoted in news articles by several publications, including The Wall Street Journal, New York Times, and Bloomberg. He has served as a member of the Rules Committee of the United States District Court for the Eastern District of Texas and served several terms as an adjunct trial advocacy professor for Baylor Law School. An article written by Steve Stecklow, Setting the Date: How One Tech Company Played With the Timing of Stock Options, WALL ST. J, July 20, 2006 at A1, featured one of NPR’s securities litigation cases (referencing Brad’s and NPR’s role in the case) and received the Pulitzer Prize for Public Service Journalism. Prior to joining NPR, Brad served as judicial law clerk to Judge Richard Schell, Chief Judge for the United States District Court for the Eastern District of Texas. Areas of Concentration: Securities Fraud Litigation; Commercial Class Action Litigation; Business Litigation, Intellectual Property Litigation; Oil & Gas Litigation; Strategic Planning and Crisis Management. Professional Activities and Memberships: State Bar of Texas; Oklahoma Bar Association; Arkansas Bar Association; New York Bar Association; American Association for Justice; American Bar Association. Professional Honors: Law Clerk to the Hon. Richard A. Schell, Chief Justice, USDC Eastern District of Texas; Adjunct Professor, Baylor University School of Law. Bar Admissions: Texas; Oklahoma; Arkansas; New York; U.S Court of Appeals for the Fifth, Ninth and the Tenth Circuits, USDC Eastern District of Texas; USDC Eastern District of Arkansas; USDC Western District of Arkansas; USDC Western District of Oklahoma; USDC Eastern District of Oklahoma; USDC Northern District of Illinois.

Jeffrey J. Angelovich Jeffrey J. Angelovich, Partner, graduated magna cum laude from Baylor Law School (J.D. 1993). Jeff is the Co-Head of NPR’s Complex Litigation Group. He concentrates his practice on securities fraud, derivative and complex litigation, but has successfully tried lawsuits in a variety of cases, including a $15.6 million antitrust verdict, which was featured by the New York Times, and a $7 million verdict in a sexual molestation case. Jeff also was a key team member in NPR’s representation of the State of Texas in its $17 billion-plus recovery in the Texas Tobacco Litigation. Prior to joining NPR, Jeff served as judicial law clerk to Justice Hightower of the Texas Supreme Court and has served several terms as an adjunct professor for Baylor Law School, teaching trial advocacy. Areas of Concentration: Securities Fraud; Derivative and Corporate Governance Litigation; Antitrust Litigation; Business Litigation; Oil & Gas Litigation; Intellectual Property Litigation; Strategic Planning and Crisis Management. Professional Activities and Memberships: State Bar of Texas; Oklahoma Bar Association; Arkansas Bar Association; American Bar Association; American Association for Justice. Professional Honors: Briefing Attorney to Justice Jack Hightower, Justice of the Supreme Court of Texas; Texas Young Lawyers Association (Director); Adjunct Professor, Baylor University School of Law; Texas Super Lawyer, Securities Litigation (numerous years). Bar Admissions: Arkansas; Oklahoma; Texas; United States Supreme Court; U.S. Court of Appeals for the Fifth, Eighth, Ninth and Tenth Circuits; USDC Eastern District of Texas; USDC Western District of Arkansas; USDC Western District of Oklahoma.

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Susan Whatley Susan Whatley, Partner, graduated with academic distinction from Texas A&M University at Commerce (B.S. 2000). Susan graduated cum laude from Baylor Law School (J.D. 2004). While at Baylor, Susan was a member of the Baylor Law Review, serving as both an Associate Editor and an Editor of the Texas Practice and Procedure Edition. Susan also was a member of the winning team in the Bob and Karen Wortham Practice Court Competition. Susan has a broad range of experience representing the firm’s public and private investor clients. She is admitted to practice in all state courts in the State of Texas, the State of Oklahoma, and the U.S. District Court for the Eastern District of Texas. She is a member of the Texas Trial Lawyers Association and the Honorable T. John Ward American Inn of Court.

Lisa P. Baldwin Lisa P. Baldwin, Associate, graduated with distinction from the University of Michigan, Ann Arbor (B.A. 2004). Lisa graduated from the University of Texas School of Law (J.D. 2009). While at UT Law, she was a member of the Texas International Law Journal. During law school, Lisa studied abroad in Santiago, Chile through American University Washington College of Law and in Buenos Aires, Argentina at the University of Torquato Di Tella. Lisa is admitted to practice in all state courts in the State of Texas, the State of New York and the State of Oklahoma, and is a member of the Austin Bar Association and the New York State Bar Association. She provides volunteer attorney services to low-income clients through Volunteer Legal Services of Central Texas. Ms. Baldwin’s practice focuses on a broad range of complex financial and commercial class actions, including fiduciary liability, securities fraud litigation and oil and gas royalty underpayment litigation.

Trey Duck Trey Duck, Associate, graduated from Baylor University (B.A. 2008), and from Baylor Law School (J.D. 2012). While at Baylor Law School, Trey was an active member in the school’s trial and appellate advocacy programs, serving on winning teams in both moot court and mock trial competitions for Baylor. He is admitted to practice in all state courts in the State of Texas and the Eastern District of Texas and is a member of the Texas Trial Lawyers Association. Mr. Duck’s practice focuses on complex commercial class actions and civil disputes, including securities fraud litigation and oil and gas royalties class actions, as well as qui tam whistleblower litigation. Mr. Duck was also heavily involved in the Firm’s successful prosecution of claims against large pharmaceutical companies on behalf of the States of Utah, Montana, and Alaska.

Andrew G. Pate Andrew G. Pate, Associate, graduated summa cum laude from Trinity University (B.A. 2008) and magna cum laude from Baylor Law School (J.D. 2011). While at Baylor, Drew was a member of the Baylor Law Review, serving as the Editor-in-Chief from Fall 2010 through Spring 2011. Prior to serving as Editor-in-Chief, Drew served as an Associate Editor and the Business Editor. Drew was also the Evidence Coach of the 2011 Baylor Law National Trial Competition Mock Trial Team. He is admitted to practice in all state courts in the State of Texas and is a member of the Texas Trial Lawyers Association.

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Cody L. Hill Cody L. Hill, Associate, graduated from the University of Texas (B.S. 2011), and from Baylor Law School (J.D. 2015). While at Baylor, Cody competed as an active member of the school’s mock trial and moot court teams in a number of national trial and appellate advocacy competitions. Cody also served as an Associate Editor of the Baylor Law Review, was named the Bracewell & Giuliani LLP 3L Baylor Law Review Student of the Year, and co-authored an article, along with Professor Jim Wren, published as Resolving the Quandary of Conflicting Mandatory Venue Statutes in Texas, 68 Baylor L. Rev. 85 (2016). Cody was named to the National Order of the Barristers and received a scholarship to be 1 of 8 U.S. Law students to attend The Advanced School of the Trial at the Academy of the Advocate at the University of St. Andrews in Scotland, where he received the Top Advocate award. He is admitted to practice in all state courts in the State of Texas and the U.S. District Court for the Eastern District of Oklahoma. Cody also is a member of the Austin Bar Association, Austin Young Lawyers Association, Texas Trial Lawyers Association, Capital Area Trial Lawyers Association, American Association for Justice and the American Association for Justice’s Securities Litigation Group, Class Action Litigation Group and Qui Tam Litigation Group.