6:16-cv-00087-KEW Document 96 Filed in ED/OK on 12/27/17 Page 1 of 4

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

DORSEY J. REIRDON, ) ) Plaintiff, ) ) v. ) Case No. 6:16-cv-00087-KEW ) XTO ENERGY INC., ) ) Defendant. )

CLASS COUNSEL’S MOTION FOR APPROVAL OF ATTORNEYS’ FEES

Class Counsel respectfully files 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 $8,000,000.

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

Motion and exhibits thereto; (2) the Declaration of Bradley E. Beckworth and Patrick M. Ryan on Behalf of Class Counsel and exhibits thereto (attached to Final Approval Memorandum as

Exhibit 2); (3) the Declaration of Bradley E. Beckworth in Support of Motion for Attorneys’

Fees and Reimbursement of Expenses Filed on Behalf of Nix, Patterson & Roach, LLP (attached hereto as Exhibit 1); (4) the Declaration of Patrick M. Ryan in Support of (1) Motion for

Approval of Attorneys’ Fees, and (2) Motion for Approval of Reimbursement of Expenses Filed on Behalf of Ryan Whaley Coldiron Jantzen Peters & Webber PLLC (attached hereto as Exhibit

2); (5) the Declaration of Robert N. Barnes and Patranell Britten Lewis (attached hereto as

Exhibit 3); (6) the Declaration of Michael Burrage (attached hereto as Exhibit 4); (7) the

Declaration of Lawrence R. Murphy, Jr. (attached hereto as Exhibit 5); (8) the Declaration of

Dorsey J. Reirdon (attached to Final Approval Memorandum as Exhibit 1); (9) the Affidavit of

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Barbara A. Ley (attached to Final Approval Memorandum as Exhibit 3); (10) the Declaration of

Steven S. Gensler in Support of the Stipulation and Agreement of Settlement, Notice of the

Proposed Settlement, and Award of Attorney’s Fees (Dkt. No. 92); (11) 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 Representative’s

Request for Case Contribution Award, and Notice of Proposed Settlement (Dkt. No. 93); (12) the

Declaration of Mediator Gary McGowan (Dkt. No. 91); 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: December 27, 2017 Respectfully submitted,

s/ Bradley E. Beckworth Bradley E. Beckworth [email protected] Jeffrey Angelovich [email protected] Andrew G. Pate [email protected] Trey Duck [email protected] NIX, PATTERSON & ROACH, LLP 3600 North Capital of Texas Highway Suite 350, Building B Austin Texas, 78746 (512) 328-5333 (512) 328-5335

Susan Whatley [email protected]

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NIX, PATTERSON & ROACH, LLP 205 Linda Drive Daingerfield, TX 75638 (903) 645-7333 telephone (903) 645-4415 facsimile

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]

Michael Burrage [email protected] WHITTEN BURRAGE 1215 Classen Dr. Oklahoma City, OK 73103 (405) 516-7800 (405) 516-7859

Lawrence R. Murphy, Jr. [email protected] RICHARDS & CONNOR, PLLP 525 S Main St. 12th Floor Tulsa, OK 74103 (918) 585-2394 (918) 585-1449

Robert N. Barnes, OBA No. 537 [email protected] Patranell Britten Lewis, OBA No. 12279 [email protected] BARNES & LEWIS, LLP 720 N.W. 50th Street Suite 200B Oklahoma City, Oklahoma 73118

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(405) 843-0363 telephone (405) 843-0790 facsimile

PLAINTIFF’S COUNSEL

CERTIFICATE OF SERVICE

I hereby certify that I authorized the electronic filing of the foregoing with the Clerk of the Court using the CM/ECF system, which will send email notification of such filing to all registered parties.

I certify under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

DATED: December 27, 2017.

s/ Bradley E. Beckworth Bradley E. Beckworth

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Exhibit 1

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

DORSEY J. REIRDON, ) ) Plaintiff, ) ) v. ) Case No. 6:16-cv-00087-KEW ) XTO ENERGY INC., ) ) Defendant. )

DECLARATION OF BRADLEY E. BECKWORTH IN SUPPORT OF MOTION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES FILED ON BEHALF OF NIX, PATTERSON & ROACH, LLP

I, Bradley E. Beckworth of Nix, Patterson & Roach, LLP (“NPR”) declare as follows:

1. I am a partner at NPR. 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 Representative’s 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.

2. I, and my law firm NPR, 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 NPR’s

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

Litigation, is attached hereto as Exhibit A.

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3. NPR, along with Ryan Whaley Coldiron Jantzen Peters & Webber PLLC (“RW”), are court-appointed Class Counsel for Plaintiff and the Settlement Class. I personally rendered legal services and had co-responsibility for coordinating and leading the activity carried out by attorneys at NPR in this Litigation. As Co-Lead counsel for Plaintiff, Mr. Dorsey Reirdon, NPR significantly contributed to this Litigation and performed work on behalf of and for the benefit of the Settlement Class. Specifically, NPR was intimately involved in all aspects of the Litigation on behalf of Mr. Reirdon 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 Bradley E.

Beckworth and Patrick M. Ryan on Behalf of Class Counsel (hereinafter “Joint Class Counsel

Declaration”), filed contemporaneously herewith.

4. The information in this declaration regarding NPR’s time and expenses is based upon records maintained by NPR in the ordinary course of business. I am the partner 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 NPR 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 Declaration of Dorsey J. Reirdon, we were retained by Mr.

Reirdon to prosecute this case on a fully contingent basis. Mr. Reirdon 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. Reirdon 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

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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 and Mr. Reirdon. 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 ¶35 (Dkt. No. 93). Further, in the present case, the Defendant and Mr. Reirdon have contractually agreed that “the right to and reasonableness of attorneys’ fees and expenses” shall be governed by “federal procedural or common law, including federal law regarding federal equitable 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. See 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. Reirdon and Class Counsel worked at all times and that is the amount by which the reasonableness of the fee request should be considered.

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5. Put simply, the application of hourly rates on a pay as you go basis could not and would not work here. Mr. Reirdon could not afford to pay for the fees and expenses it took to litigate this matter to completion (or the enormous additional cost it would have taken to go to trial); further, based upon my personal experience and conversations with many absent class members in many cases, including discussions with absent class members and other clients in royalty cases, I believe the same is true for the overwhelming majority of absent class members.

And, as a professional matter, neither me, my firm, nor my partners could or would have agreed to take on this litigation on an hourly basis where we advanced costs and expenses and worked at risk of non-payment only to be paid an hourly rate if, and only if, we obtained a full recovery for our client and absent class members. I have personally interviewed lawyers from some of the top hourly-based (defense-sided) commercial firms in the country, including several who perform energy litigation services and, to a person, each of them has verified that neither they nor their firm would work on a case like this one for a plaintiff and putative class on an hourly basis, without guarantee of payment, at their standard hourly rates without a guarantee of a substantial multiplier and, even then, most still would not agree to advance costs and expenses.

In the interest of privacy, I am not setting forth these attorneys’ names but would be happy to do so under seal for the Court’s in camera review if requested. Further, there is a complete paucity of law firms who are both capable of successfully litigating a case like this one to judgment and also funding all costs and expenses on a contingent basis. Indeed, the cost of notice and administration alone is more than most firms can afford to advance on a contingent basis and, as such, if a class is certified and notice is required to be issued, most firms cannot afford to advance such costs on top of the post-certification expense of preparing for trial. The inability to fund such costs on a contingent basis not only limits the number of firms both available and

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competent to prosecute a case like this one, but also severely undercuts class members’ ability to hold out for the best result or try a case to completion if necessary. This fact of business is a troublesome one for most firms and their clients and that trouble is compounded by the fact that the defendant in most royalty cases, including this one, is a well-funded oil company with its own internal legal department and a cadre of top outside counsel lawyers who work by the hour, get paid every two weeks within a few days of submitting an invoice, and who have no risk of non-payment or advancing costs, whether they win or lose.

6. Our firm, NPR, and our litigation team in this case, does not have this type of funding problem and we are able to both work on a contingent basis and fund costs and expenses as needed to take a case to trial, obtain a judgment and exhaust all appeals. Our ability in this regard is rare. That ability, combined with the considerable risk we take on, is one reason why the market rate for our services is 40%.

7. Nevertheless, in addition to the contractually agreed upon 40% contingent fee market rate, Mr. Reirdon also negotiated an hourly rate that Class Counsel and additional

Plaintiff’s Counsel would bill at in the event this Court determined that it was appropriate to consider Plaintiff’s Counsel’s hourly rates to determine whether any fee request is fair and reasonable when applied to the Settlement Class as a whole. To be clear, Mr. Reirdon did not agree to pay these rates, nor could he afford to. The use of an hourly rate in a contingent fee case is an inefficient endeavor and, to put it simply, patently unreasonable in the context of commercial litigation. This is so because unlike our adversaries, who work by the hour, with no out of pocket expenses, and are guaranteed payment no matter whether they win, lose or settle, and no matter whether they achieve a good or horrible result for their client, we must advance all costs and expenses, work entirely at risk, lose the ability to take on other paying work, and run

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the risk that we will lose both the value of our time and expenses if we lose. Further, our goal is always to achieve the best result possible for the class under the circumstances at the time, and if possible, resolve all claims as quickly and efficiently as possible. If that means we can obtain a fair and reasonable settlement the day we file the case, we will do so; if that means we must get a case certified, uphold that certification on appeal, then try the case to verdict and judgment, and then uphold that judgment on appeal, we will do so. Put simply, we will—as we have demonstrated in many cases—prosecute a case through trial and all appeals, completely at risk of non-payment and total and utter loss.

8. Further, as is the circumstance in this case, we often work on other related parallel matters that greatly benefit our clients (both direct and absent class members), but for which we cannot assess a charge to our clients. For example, a major issue in this case, that greatly inured to the benefit of Mr. Reirdon and all absent class members, was the trial that I and Robert Barnes successfully prosecuted in Oklahoma state court, Pummill v. Cimarex. In Pummill, we won summary judgment on four claims, had that judgment affirmed by the Court of Civil Appeals, had one claim affirmed by the Oklahoma Supreme Court and the remainder remanded for trial, and then tried the case to judgment on remand, winning judgment on all claims. During the

Pummill trial, we represented Mr. Pummill, and I conducted his direct examination at trial. Mr.

Pummill testified that the royalty payments he received were often only a few hundred dollars each month and that his family depended on receipt of those funds to help make ends meet. Mr.

Pummill, like many royalty owners, depends on prompt and fair payment of royalty from energy companies, even if the monthly amounts are modest, and he, like most royalty owners, could never afford to pay an attorney by the hour to fight for his rights—especially when the energy companies have deep financial resources and can pay attorneys millions to fight against their

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royalty owners. One of the claims we won in the original summary judgment order, which was affirmed by the Oklahoma Supreme Court, ordered that interest is due without a demand for payment. See Summary Judgment Order, Pummill v. Hancock Exploration LLC, et al., Case No.

CV-2011-82 (Okla. Dist. Ct. Grady Cty. July 16, 2012), at 3; Corrected Order, Pummill v.

Hancock Exploration LLC, et al., 2014 OK 97, 341 P.3d 69, at 2 (affirming summary judgment on statutory interest issue that no demand is required in Oklahoma for statutory interest while remanding other issues). We used this order offensively in this litigation and I believe it had a major impact on our ability to obtain the cash and future benefits we achieved in this case. We spent well over a million dollars in attorney time and expenses in that case, for which all

Oklahoma royalty owners benefited.

9. Mr. Reirdon and Class Counsel understood that we would work on a fully contingent basis and that such hourly rates would only be used if ordered by the Court and, even then, would be the basis for a request for an enhancement multiplier given that we worked on a fully contingent basis, at risk of non-payment, and advanced all costs and expenses.

10. Based upon my experience, knowledge, education, study, and professional qualifications, I believe that the 40% contingent fee we agreed to with Mr. Reirdon is the market rate for this case and is fair and reasonable and, further, that the hourly rates Mr. Reirdon agreed upon for me, NPR and our co-counsel are well below market rate for cases prosecuted on a contingent basis and indeed a multiplier of 4-8 times those hourly rates is well within the market rate approved by Oklahoma state and federal courts for this type of case.

11. I am personally experienced and qualified to offer evidence regarding what I believe are reasonable attorney rates in Oklahoma multi-state class actions. Among other things, my qualifications are as follows: I graduated Magna Cum Laude from Texas A&M University

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in College Station, Texas in May 1994, with a major in English and double minor in Psychology and Latin. After graduation from Texas A&M, I was awarded a full scholarship to attend Baylor

Law School in Waco, Texas. At Baylor Law School, I was a member of the BAYLOR LAW

REVIEW. I was an active member of the Baylor national advocacy teams in national moot court and trial competitions. I was named the Best Oral Advocate in the National Moot Court

Competition Regional Championship hosted at the University of Oklahoma School of Law in

Norman, Oklahoma in November 1995. I was named the Best Oral Advocate in the ABA’s

National Moot Court Competition Regional Championships in San Francisco in April 1996 and again in Seattle in April 1997. I also was a member of the Baylor Law School National Mock

Trial Team during this same time, and won Third Place Team in the National Mock Trial

Competition in April 1997. Baylor Law School awarded me the Leon Jaworski Advocacy

Scholarship at Baylor Law School. I graduated Cum Laude from Baylor Law School in May

1997. I later served as an adjunct professor at Baylor Law School, teaching advanced trial advocacy.

12. After graduating from Baylor Law School, I served as the judicial law clerk to the

Honorable Richard Schell, Chief Judge for the United States District Court for the Eastern

District of Texas. During my clerkship with Judge Schell, I had many opportunities to observe and work on complex commercial litigation, including class action litigation, and meet with top contingent fee and hourly litigation attorneys from all over the country. I learned a great deal about the differences in both types of fee structures, the rates charged by top attorneys locally and nationally, and the risks, rewards, and sometimes dire consequences of at risk fee structures.

13. After completing my judicial clerkship, I went to work for NPR in September

1998. I have been a partner at NPR since 2005. During my tenure at NPR, I have led complex

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commercial cases and class actions in federal and state courts across the country. And, during this time, NPR has been at the forefront of high stakes, high profile and high-risk litigation, including the largest recovery in the history of the United States judicial system—$17.2 billion on behalf of the State of Texas in the Texas Tobacco Litigation. And, we recently obtained over

$3 billion in recoveries for the State of Florida and other clients in litigation resulting from the

Deepwater Horizon oil spill disaster.

14. I am licensed to practice in the following States: Texas, Arkansas, Oklahoma and

New York. I am licensed to practice in several federal courts across the United States, such as the Southern District of New York and the Eastern and Western Districts of Oklahoma. Over the past twenty years, I have led, tried and/or settled major litigation across the country (including in

Oklahoma) involving complex commercial cases, class actions, personal injury matters, intellectual property matters, governmental representation and oil and gas litigation. A short list of examples of complex commercial cases I have led in state and federal courts around the country is: Brocade Securities Litigation ($160.1 million settlement in the first major securities fraud case regarding “stock options” backdating); Delphi Securities Litigation ($284.1 million settlement in one of the largest securities fraud settlements funded by a debtor outside of insurance, plus a $38.25 million settlement with Delphi’s former auditor, Deloitte & Touche);

MoneyGram Securities Litigation ($80 million settlement, one of the top settlements in all

“subprime” cases); CompSource et al. v. BNY Mellon, N.A. et al. ($280 million settlement in securities lending breach of contract/fiduciary duty litigation); The Chickasaw Nation and The

Choctaw Nation v. United States Dept. of Interior, et al. ($186 million settlement in historic litigation involving allegations that the federal government mismanaged over 1.3 million acres of the timber lands belonging to the Chickasaw and Chocktaw Nations); In re MGM Mirage

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Securities Litigation ($75 million settlement in largest securities class action recovery in the history of the District of Nevada); and I served as lead counsel for Heisman Trophy winner,

Johnny Manziel, in an extremely high profile NCAA enforcement action, where NPR defended against the NCAA’s substantial allegations and ultimately negotiated an agreed two-quarter suspension for Mr. Manziel during one non-conference game and went on to run strategy for his

2014 NFL draft campaign in which he was the first quarterback under 6’ tall to be drafted in the first round in the modern era of the NFL. I also currently represent the State of Oklahoma and

Oklahoma Attorney General Mike Hunter in litigation against several manufacturers of opioid based pain killers in a lawsuit filed in Cleveland County, Oklahoma, entitled, State of Oklahoma v. Purdue Pharma, L.P., et al.

15. Notably, in many of the cases listed above, I was lead counsel on behalf of large

Oklahoma institutions and/or governments in complex commercial litigation prosecuted both in

Oklahoma and/or in other states and all of those cases were conducted on a contingent basis.

Those clients included the Oklahoma Teacher Retirement System (Southern District of New

York Bankruptcy Court and Eastern District of Michigan and District of Minnesota), the

Oklahoma Law Enforcement Retirement System (Eastern District of Michigan), CompSource

Oklahoma (Eastern District of Oklahoma), and the Choctaw and Chickasaw Nations (Western

District of Oklahoma). I have also negotiated contracts with and successfully represented the

States of Alaska, Utah and Montana. Through representing these and other entities both in

Oklahoma and outside of Oklahoma, and in state, federal and bankruptcy courts, I have learned what fee rates are fair and reasonable generally and with respect to my and my firm’s services, as well as what our adversaries, who work by the hour, charge. Further, many of the cases listed above involved a complex commercial class action case where the client negotiated a fee

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arrangement but the court ultimately had to approve the fee as fair and reasonable. In all such cases, our fees were approved as fair and reasonable and a percentage of the recovery method was used by the approving court.

16. In addition to these cases, I have had the opportunity to represent Oklahoma royalty owners in a variety of cases in state and federal court in Oklahoma. Such cases include:

Pummill, et al. v. Cimarex Energy Co., et al., No. CV-2011-82 (Grady Co., Okla. 2011)

(obtained summary judgment order regarding payment of statutory interest without a demand, later affirmed by Oklahoma Supreme Court, and successfully tried three remaining declaratory judgments); Chieftain Royalty Co. v. SM Energy Co., et al., Case No. 11-177-D, United States

District Court for the Western District of Oklahoma ($52 million cash settlement for class of underpaid royalty owners and at least $2.9 million in future benefits); Chieftain Royalty Co. v.

QEP Energy Co., CIV-11-212-R, United States District Court for the Western District of

Oklahoma ($155 million settlement for class of underpaid royalty owners, including $115 million in cash and at least $40 million in future benefits); Drummond et al. v. Range Resources-

Midcontinent, LLC, et al., Case No. CJ-2010-510 (Grady Co., Okla. 2010) ($87.5 million cash settlement for class of underpaid royalty owners); Cecil v. Ward Petroleum Corp., Case No. CJ-

2010-462 (Grady Co., Okla. 2010) ($10 million cash settlement for class of underpaid royalty owners); OCC Cause Nos. 201105057, 201105112 and 201105113 (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).

17. During my career, I have had an opportunity to clerk for, and later work against, and with, some of the preeminent attorneys in the country. During those times, I have consulted

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with and interviewed other lawyers, including my adversaries in litigation, to learn about and examine how they negotiated their various fee engagements and to understand whether and upon what circumstances they would engage in contingent fee litigation or work by the hour, on a lodestar basis, without guarantee of payment. The list of lawyers I have discussed such matters with is long and includes, but is not limited, to such firms as Whitten Burrage, Irell & Manella,

Norton Rose Fulbright, Vinson & Elkins, King & Spalding, Akin Gump, Bracewell, Boies,

Schiller Flexner, Wilmer Hale, Winstead, and others. Many of these firms also include attorneys who do extensive oil and gas litigation. I have discussed with such attorneys the rates they charge when billing by the hour, whether they will work on a contingent basis and, if so, at what rates, and whether they will work at-risk, advance all costs and expenses, and then charge an hourly rate with no guarantee of payment or a guaranteed multiplier in any complex litigation or class action. I also have discussed the types of fee rates such attorneys charge based on geography and volume of business whether they would adjust their hourly rates simply because a case was pending in a small-town venue if that case involved multi-state complex issues like this one. My conversations with these and other attorneys provide me with significant knowledge, expertise and qualifications in understanding fee arrangements and rates nationally and in

Oklahoma.

18. Further, I have discussed fee arrangements and hourly rates with several former federal judges. For example, I have had the opportunity to work as co-counsel with former

United States District Judge Michael Burrage on several occasions. I have discussed the market rate for contingent fee and hourly work in numerous cases with Judge Burrage. I have had similar discussions with Layn Phillips, former United States District Judge for the Western

District of Oklahoma. Judge Phillips has mediated several complex cases in which I have been

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involved, including CompSource v. BNY in this Court, and has opined on fairness of settlements and fee requests in many cases. Judge Phillips has been involved in complex commercial and class action cases across the country, including in the state and federal courts in Oklahoma.

Similarly, I have had the opportunity to discuss hourly rates and enhancement factors in complex litigation with Retired United States Judge T. John Ward who, as a judge in the Eastern District of Texas, presided over some of the more complex patent cases in United States history. These cases involved lawyers from the preeminent firms in the country, who were called to try cases in a small rural East Texas town, and often required the court to assess hourly rates and enhancement factors in fee shifting cases upon a finding of willful infringement by a jury. My conversations and experiences with these former judges, and other judges in federal and state court, provide me with significant knowledge, expertise and qualifications in understanding fee arrangements and rates nationally and in Oklahoma.

19. I also have had the opportunity throughout my career to work with, and discuss contingent fee and hourly rates with Oklahoma practitioners. In addition to former federal

Judges Burrage and Phillips discussed above, I have had the opportunity to work both with and against former United States Attorney Pat Ryan. For example, in the CompSource v. BNY litigation, Mr. Ryan represented the defendant in a bitterly fought litigation that went on for years. Mr. Ryan and I are now co-counsel in several cases, including this case. I have had the opportunity to work with and for Mr. Dan Little, a prominent Oklahoma attorney and royalty owner. I have had the opportunity to represent the Chickasaw and Choctaw Nations of

Oklahoma in complex litigation. I also worked together with former Oklahoma Attorney

General Drew Edmondson and the Office of the Oklahoma Attorney General when representing several Oklahoma entities in complex commercial litigation including cases that derived out of

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conduct in Oklahoma that had to be prosecuted in locations such as Minnesota, New York,

Michigan and Oklahoma (and I have worked with and negotiated contracts with governmental clients, including representatives of the attorneys general offices, in several other states). I have worked with co-counsel Robert Barnes and Patti Lewis in state and federal courts in Oklahoma as well as in matters before the OCC. Mr. Barnes and Ms. Lewis are widely regarded as the preeminent royalty owner litigation specialists in the State of Oklahoma. I have prosecuted numerous cases, including trying the Pummill v. Cimarex case to judgment, with Mr. Barnes and

Ms. Lewis. I am familiar with the rates they charge on a contingent basis and when working by the hour for royalty owners and in the instances where an energy company has hired them to do hourly work with guaranteed payment. I have worked with co-counsel Larry Murphy for many years. Like these other colleagues, I am familiar with Mr. Murphy’s rates and have discussed these matters with him at length in an effort to educate myself and stay apprised of the market rates for contingent and hourly work. My conversations and experiences with these Oklahoma attorneys and others provide me with significant knowledge, expertise and qualifications in understanding fee arrangements and rates in Oklahoma.

20. During the course of my career, I also have had the opportunity to discuss and negotiate fee rates, whether contingent or hourly, with many actual and prospective clients. My client base has ranged from individuals of very meager and humble means to multi-billion dollar state investment funds, to attorneys general on behalf of states, to major corporations. I have represented many royalty owners in Oklahoma as well. My conversations and experiences with these actual and prospective clients provides me with knowledge, expertise and qualifications in understanding fee arrangements and rates nationally and in Oklahoma.

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21. During the course of my career, I also have conducted extensive conversations, research and analysis on these matters with scholars who focus on the market rates for contingent fees and hourly rates in the country. One such expert is Professor Arthur Miller. Professor

Miller is the author of the premier treatise on federal courts: Charles Alan Wright & Arthur R.

Miller, Federal Practice and Procedure. I had the privilege to work directly with Professor

Miller in a complex class action case in federal court in Texarkana, Texas, In re Triton Securities

Litigation, where I was co-lead counsel. Professor Miller and I argued the class certification hearing together in that case (which we settled for $49.5 million). Professor Miller recently filed an amicus curiae brief in support of Chieftain’s request for rehearing en banc in the Enervest appeal in the Tenth Circuit. I have known and discussed fees with Professor Charlie Silver, at the University of Texas, for many years. Professor Silver is considered one of the premier scholars on attorney’s fees in the country. See, e.g., Charles M. Silver et al., Law of Class

Actions and Other Aggregate Litigation (2013). I have worked with Professor Geoffrey Miller for more than a decade and have studied his work on fees extensively. Geoffrey Miller has conducted extensive studies based upon empirical evidence regarding the market rate for contingent fees, the rates approved by federal and state judges in litigation and bankruptcy matters across the country, and the rates charged by attorneys working on a contingent basis compared to those working on a guaranteed hourly basis. Similarly, I have worked with

Professor Steven Gensler for several years and have had many extensive conversations with

Professor Gensler regarding attorney’s fees in complex class actions. Professor Gensler is the

W. DeVier Professor of Law at the University of Oklahoma College of Law and teaches several courses addressing the topic of class actions, including Civil Procedure and Complex Litigation.

My conversations and experiences with these and other scholars provides me with knowledge,

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expertise and qualifications in understanding fee arrangements and rates nationally and in

Oklahoma.

22. Further, throughout my career, I have studied case law, scholarly articles and reports regarding the market rates for contingent fee and hourly litigation in Oklahoma and across the country. I have studied court filings and judicial holdings (including many cases approving of my firm’s fee requests and rates). I also have reviewed fee requests submitted by contingent plaintiffs’ counsel in purely contingent cases, requests for attorney fee payment in fee shifting cases, and requests for payment by hourly attorneys working on a guaranteed fee payment structure both in fee shifting cases and in bankruptcy matters where their fees must be approved. My studies, analysis, conversations and experiences with these matters provides me with knowledge, expertise and qualifications in understanding fee arrangements and rates nationally and in Oklahoma.

23. Based upon my own personal experiences, and the knowledge, skill and experience I have gained from my own work and study on this issue, I believe I have a unique level of knowledge, expertise and qualification in the area of contingent fee and hourly rates in complex litigation that few attorneys possess. I have personally reviewed the rates that attorneys charge around the country when they are working in Oklahoma or elsewhere on complex litigation, including when they are not working at risk of non-payment and are not advancing costs and expenses. Based upon this research, study, and my twenty years of experience working in this field in courts from Oklahoma to New York to California, and being licensed in New

York, Texas, Oklahoma and Arkansas, I can attest that a 40% contingent rate is the market rate for a complex royalty multistate class action like this one. There are very few firms who have the skill, ability and funding to prosecute a case like this one to verdict and judgment and even

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fewer who can do it correctly. The vast majority of law firms could not and would not take such a case on a contingent basis. Moreover, in my years of studying this topic and interviewing many of my colleagues, I have not found a single law firm that would agree to take on a case like this at an hourly rate and also agree that they would (1) advance all costs and expenses and (2) would only get paid that straight hourly rate if they obtained a settlement or judgment and, even then, (3) could only get paid upon judicial review and approval. To put that statement more clearly: no firm I have ever talked to would accept such an engagement. Not one. If there is any doubt about that statement, I would encourage the Court to ask our opposing counsel in this case, Winstead PC, if (assuming they had no conflicts) they would ever agree to prosecute this case or one like it on a fully contingent basis, advancing all costs and expenses, without any guarantee of payment, at their normal straight hourly rate. I am confident the answer to that question would be a resounding no. And, I am further confident that the answer to that question would be a resounding no from any law firm that traditionally conducts litigation on a pay by the hour basis.

24. As a result of my education, experience, knowledge, skill and qualifications in the area of plaintiff attorneys’ fees in complex commercial litigation, I believe the concept of setting an hourly rate in fully contingent cases always results in the hourly rate being grossly understated. This is so because no one (at least of those I have talked with) desires to advance costs and expenses and work by the hour with no guarantee of success without also negotiating a guaranteed multiple of that rate upon being successful. However, because some courts wish to apply a lodestar cross check to determine the fairness of a percentage fee in a complex class action case, and in some cases it may be necessary to submit hourly rates to support a request for

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payment of attorneys’ fees in a fee shifting scenario, we have established billable rates for our firm to use in such instances.

25. One of the factors that goes into setting hourly rates is the skill, experience and qualification of counsel. The assessment of this factor is not an easy one to discuss in a written declaration. However, I will simply state that I believe my record, as well as those of my partners and associates at NPR and my colleagues in this case speak for themselves. Me, my law partner, Jeff Angelovich, my other partners, and our associates have recovered some of the largest recoveries in American legal history. $17.2 billion in the Texas Tobacco case. $3 billion in the BP Oil Spill case. Over $4 billion in securities fraud and commercial class action recoveries. Our associates are the best of the best. Unlike associates at large commercial defense firms who often do not get meaningful experience early in their careers, our associates are expected to, and do in fact, have the ability to run and lead complex cases from the day they are licensed. We hire the best and believe they could bill at rates equivalent to lawyers at any firm anywhere. Robert Barnes is not one of, but is, the preeminent oil and gas trial lawyer in

Oklahoma. No lawyer, on either side of the bar, would dispute that. Mike Burrage is a former federal judge and, indeed, our Nation’s first Native American federal judge. He tried, and won, the largest divorce estate case in American history. He is the “go-to lawyer” in the State of

Oklahoma for high stakes litigation and dispute resolution. No lawyer, on either side of the bar, would disagree with that statement. Pat Ryan served as a United States Attorney and prosecuted

Timothy McVeigh and Terry Nichols. Pat has worked on both sides of litigation for decades.

Pat Ryan is a stalwart of Oklahoma lawyers. No lawyer, on either side of the bar, would disagree with that statement. Thus, when assessing hourly rates, the skill, experience and qualifications of the attorneys involved in this case is at the highest level and each of these

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attorneys could charge rates that are at or above the rates charged by the most expensive lawyers in New York, Washington, D.C. or Los Angeles and that is for cases where payment is guaranteed.

26. With that understanding in mind, Mr. Reirdon and Class Counsel negotiated the following rates, with an expectation that the negotiated 40% percentage would be applied but, if applicable, these rates would be analyzed against a multiplier to be set by the Court:

Title Hourly Billing Rate Senior Partner Robert Barnes $900.00 Senior Partner Bradley Beckworth, Jeffrey $875.00 Angelovich, Patrick M. Ryan, Patranell Lewis, Michael Burrage and Larry Murphy Partner $700.00 Associates– 6-plus years $500.00 Associates– 4-6 years $450.00 Associates– 2-4 years $400.00 Associates– 1st year $350.00 Project Associate (Manager) $300.00 Project Associate $275.00 Senior Paralegal $275.00 Paralegal $250.00 Legal Assistant $200.00

27. The hourly rates set forth in this chart are NPR’s regular rates for contingent cases of this nature, are set with an expectation that these rates would be multiplied by a substantial enhancement factor if a lodestar is ever applied, were approved in a resolution by our

Partnership, and are contractually agreed to between NPR and Mr. Reirdon. My firm’s hourly rates are largely based upon a combination of the specific role of each attorney, cost to the firm, and the specific years of experience for each attorney and professional support staff employee.

Based on my knowledge and experience discussed above, I believe these rates are also within the range—and indeed below—those normally and customarily charged in their respective cities by

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attorneys and paraprofessionals of similar qualifications and experience in cases similar to this litigation, and have been approved in connection with other class action settlements.

28. For example, in In re MGM Mirage Sec. Litig., No. 2:09-cv-01558-GMN-VCF

(D. Nev.) (Nov. 2015), Judge Navarro approved NPR partner rates ranging from $625 - $925 in a complex securities fraud class action. Similarly, in Board of Trustees of the AFTRA Retirement

Fund et al. v. JPMorgan Chase Bank, N.A., No. 1:09-cv-00686 (SAS) (DCF) (S.D.N.Y.) (May

2012) (Dkt. No. 187-1), Judge Scheindlin approved NPR partner rates ranging from $625 - $735 in a complex securities lending class action (this case was prosecuted from 2009-2012). These rates are comparable to those for other national complex litigation firms on the plaintiffs’ side.

See Miller Declaration at ¶73 (Dkt. No. 93).

29. Moreover, I have reviewed data with respect to bankruptcy filings specifically involving energy companies with a place of business in Oklahoma, which demonstrates a similar pattern of hourly rates and supports the rates requested by NPR here:

Bankruptcy Fee Data Specifically Involving Energy Companies With a Place of Business in Oklahoma

Case Name Firm Partner Rates Ranges Seventy Seven Energy, Baker Botts $800 - $1,300 Inc. Samson Resources Kirkland Ellis $665 - $1,375 Corporation Parallel Energy LP Thompson Knight $515 - $945 New Gulf Resources, Baker Botts $800 - $1,300 LLC Chaparral Energy, Inc. Latham & Watkins $925 - $1,350 Sandridge Energy, Inc. Kirkland Ellis $875 - $1,445 Sandridge Energy, Inc. Akin Gump $800 - $1,425 Midstates Petroleum Kirkland Ellis $875 - $1,445 Company, Inc. Midstates Petroleum Kirkland Ellis $825 - $1,375 Company, Inc. Midstates Petroleum Squire Patton Boggs $805 - $1,150 Company, Inc.

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Postrock Energy Lowenstein, Sandler $550 - $1,100 Corporation GMX Resources Andrews Kurth $475 - $1,090

See Miller Declaration at ¶72 (Dkt. No. 93).

30. I have instructed the attorneys and staff at my firm working on this matter 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. I have been provided with access to material

information supporting the fee and expense requests that are the subject of this declaration, and

have reviewed such materials. As a result of this review, reductions were made to both time and

expense in the exercise of “billing judgment.” As a result of the review and the adjustments

made, I believe the time and the expenses set forth below are reasonable in amount and were

necessary for the effective and efficient prosecution and resolution of the Litigation.

31. Based on the work performed and this review of information reflecting work

performed by attorneys at NPR in this Litigation, I directed preparation of the chart set forth

below identifying the names and positions of NPR’s attorneys and paraprofessionals who

undertook litigation activities in connection with the Litigation, each individual’s hourly rate,

and the total number of hours each individual expended in connection with work on the

Litigation.

32. As set forth below, the total number of hours expended by NPR in this Litigation,

from investigation through December 27, 2017, is 2,392 hours. The total lodestar for NPR for

this time period is $1,234,275.

Name Title Hours Rate Lodestar Bradley Beckworth Sr. Partner 310 $875.00 $271,250 Jeff Angelovich Sr. Partner 170 $875.00 $148,750 Susan Whatley Partner 60 $700.00 $42,000

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Lisa Baldwin Associate 52 $500.00 $26,000 John Hull* Associate 200 $500.00 $100,000 Drew Pate Associate 950 $450.00 $427,500 Trey Duck Associate 250 $450.00 $112,500 Cody Hill Associate 160 $400.00 $64,000 Andrea Brunson* Sr. Paralegal 103 $275.00 $28,325 Nikki Cameron Paralegal 31 $250.00 $7,750 Maria Gomez Legal Assistant 6 $200.00 $1,200 Shelley Prince Legal Assistant 100 $50.00 $5,000

33. In my judgment, the number of hours expended and the services performed by the

attorneys at NPR were reasonable and expended for the benefit of the Settlement Class in 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.

34. Additionally, NPR has performed a reasonable and good faith estimate of its

anticipated hours and services that it will devote to this Litigation through the Final Fairness

Hearing, currently scheduled for January 24, 2018, and distribution. The total number of hours

NPR anticipates in this Litigation, from December 27, 2017 through the Final Fairness Hearing

and distribution, is 345 hours. The total estimated lodestar for NPR for this time period is

$203,125, consisting entirely of attorney time.

* John Hull is a former Associate with NPR. However, Mr. Hull voluntarily reviewed his records related to this Litigation, and I consulted with him to review his involvement in this case. Based on that review, I believe this is an accurate statement of Mr. Hull’s hours.

* Andrea Brunson is a former Senior Paralegal with NPR. In May 2017, Ms. Brunson left the firm to work for the United States District Court in the Eastern District of Texas. We provide herein an estimate of her time based on a review of Ms. Brunson’s records prior to her departure.

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Name Title Hours Rate Lodestar Bradley Beckworth Sr. Partner 50 $875.00 $43,750 Jeff Angelovich Sr. Partner 25 $875.00 $21,875 Susan Whatley Partner 60 $700.00 $42,000 Lisa Baldwin Associate 45 $500.00 $22,500 Drew Pate Associate 115 $450.00 $51,750 Trey Duck Associate 25 $450.00 $11,250 Cody Hill Associate 25 $400.00 $10,000

35. Finally, NPR has consulted with outside counsel for any appellate work that may

need to be performed in this case. Based upon the estimate received from outside counsel, as

well as a reasonable and good faith estimate of the cost of an appeal in attorney time that NPR

would incur assisting in any such appeal, the reasonable anticipated cost of an appeal is

$400,000.

36. Because NPR is a relatively small law firm, NPR 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 XTO. This case was filed almost two

years ago in January 2016, and has required the devotion of substantial time, manpower and

resources from Class Counsel over that period. Further, NPR 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 NPR throughout

the course of this Litigation. The schedules of the courts, witnesses and clients were

accommodated on a regular basis by NPR. 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, NPR had to forego taking on numerous additional cases because

of this litigation and the burden it placed on NPR’s time and resources. While I cannot identify

the specific cases without violating attorney client and work product privileges, I can state that,

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during the period this case has been pending, NPR investigated and considered pursuing at least twelve cases that it ultimately was not able to pursue due to the time and resource constraints imposed by this case, including six oil and gas class cases.

37. NPR’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.

38. As set forth in the chart below, NPR has incurred a total of $132,259.46 in unreimbursed expenses in connection with this Litigation as of December 27, 2017. In my judgment, these expenses were reasonable, necessary, and critical to the prosecution of this

Litigation.

NIX, PATTERSON & ROACH, LLP Expense Report

Total Category Expense Administrative Expenses AT Conference $74.11 FedEx/Postage $9.83 Copy Expenses $96.05 Court Fees/Filing/Court Reporting, Videographer & Transcripts $11,900.71 Associated With Depositions Litigation Support Matlin Petroleum Co. $26,031.25 Jennifer Hoyt $875.00 Expert/Consulting Expenses Barbara A. Ley $42,885.83 Geoffrey Miller $10,000.00 Research & Investigation Lexis Nexis $5,445.90 Mediation Fees McGowan ADR $4,891.25 Travel Expenses $30,049.53 Lodging, Meals and Transportation TOTAL SUBMITTED EXPENSES $132,259.46

ESTIMATE OF FUTURE EXPENSES $150,000.00

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39. NPR has elected not to seek reimbursement for certain expenses and has capped the amount of travel-related expenses for which it will seek reimbursement. For example, from time to time, members of NPR utilized private aircraft for transportation related to this case.

NPR believes the use of such transportation provides a significant benefit to our clients and the

Settlement Class because it allows us to prosecute a case more quickly and efficiently, and saves us the time and cost of wasting extra days out of town to make a commercial flight. For example, NPR lawyers can fly directly from their primary offices in Austin, Texas to Oklahoma

City in less than one hour in private aircraft; however, it takes over 5 hours to drive to Oklahoma

City and to fly commercially, one must either catch a series of flights or drive 2 or 3 hours to

Dallas to take a flight to Oklahoma City, which results in a round trip of ten hours or more.

Thus, we are able to avoid lost time, extra hotel stays and other inefficiencies. Additionally, we are able to access experts and witnesses on short notice. However, although we believe the use of private aircraft provides such benefits, we have not submitted the full costs of such trips in this matter. Instead, for trips when a private aircraft was utilized and there was a commercial flight alternative, we have compared the cost of a refundable economy full fare for each passenger to the cost of using private aircraft and have submitted the lesser of the two. Thus, if it would have cost less to fly on a commercial flight, we have submitted the cost of such a commercial ticket and have written off the additional actual cost and have passed this time savings, as well as the savings of additional hotel nights on to our clients and the Class. In other words, we are writing off these additional charges even though we believe they provide an advantage to the Settlement

Class.

40. These expenses are reflected on the books and records of NPR. It is NPR’s policy and practice to prepare such records from expense vouchers, check records, credit card records,

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and other source materials. Based on my oversight of NPR’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: December 22, 2017

Bradley E. Beckworth Nix, Patterson & Roach, LLP

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Exhibit A

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

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Exhibit 2

6:16-cv-00087-KEW Document 96-2 Filed in ED/OK on 12/27/17 Page 2 of 15

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

DORSEY J. REIRDON, ) ) Plaintiff, ) ) v. ) Case No. 6:16-cv-00087-KEW ) XTO ENERGY INC., ) ) Defendant. )

DECLARATION OF PATRICK M. RYAN IN SUPPORT OF (1) MOTION FOR APPROVAL OF ATTORNEYS’ FEES, AND (2) MOTION FOR APPROVAL OF REIMBURSEMENT OF EXPENSES FILED ON BEHALF OF RYAN WHALEY COLDIRON JANTZEN PETERS & WEBBER PLLC

I, Patrick M. Ryan of Ryan Whaley Coldiron Jantzen Peters & Webber PLLC (“RW”) declare under penalty of perjury as follows:

1. I am a partner at RW. 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 Representative’s 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.

2. RW has litigated class actions and complex commercial litigations 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 RW’s Summary Resume,

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Exhibit 3

6:16-cv-00087-KEW Document 96-3 Filed in ED/OK on 12/27/17 Page 2 of 11

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

DORSEY J. REIRDON, ) ) Plaintiff, ) ) v. ) Case No. 6:16-cv-00087-KEW ) XTO ENERGY INC., ) ) Defendant. )

DECLARATION OF ROBERT N. BARNES AND PATRANELL BRITTEN LEWIS

Robert N. Barnes (“Barnes”) and Patranell Britten Lewis (“Lewis”) of Barnes & Lewis,

LLP (“BL”) declare as follows:

1. We are partners at BL. 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 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 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. 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. 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

6:16-cv-00087-KEW Document 96-3 Filed in ED/OK on 12/27/17 Page 3 of 11

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

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5. 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.

6. We have read the Declarations of Bradley E. Beckworth and Patrick Ryan 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 $40,750,000 to the Settlement Class. We concur with those statements made in their Declaration and incorporate those declarations herein by reference.

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.

7. 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.

8. We have also reviewed the Initial Plan of Allocation and worked with Class Expert

Barbara Ley to develop the Initial Plan of Allocation. We incorporate by reference the declarations of Barbara Ley and Class Counsel, Bradley E. Beckworth and Patrick Ryan’s statements regarding the details of the Initial Plan of Allocation and concur that the proposed Initial Plan of Allocation is fair, reasonable, adequate, and in the best interests of the Class.

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Fee Request is Reasonable

9. Class Counsel is seeking an award of Attorneys’ Fees of $8,000,000 (the “Fee

Request”). This represents less than twenty percent (20%) of the total estimated value of the

settlement of $40,750,000, which includes $20,000,000 in cash, an estimated $20,000,000 in

Future Benefits, and $750,000 in Administration, Notice, and Distribution Costs. This is less than

the percentage 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 Owners Percentage of Common Fund Awarded 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 & Appeal) Texas Co. 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. 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. Sanguine CJ-02-150 2003 $13,250,606 10 40% .08% 1% Honorable Richard Van Dyck Grady Co. 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

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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 cash 3.85 36% of 2.4% .88% Honorable Greg Zigler Texas Co. $6,990,000 future cash Barnes & Lewis Lead Counsel 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 mil.) Washita Co. Honorable Ellis Cabaniss Bank of America v. El Paso CJ-97-68 2006 $66,000,000 undetermined 37% 2.5% .34% (take-or-pay issues not post Washita Co. 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 Mobile CIV-07-933-M 2008 $2,000,000 undetermined 33.5% Health Care Western Dist Honorable Vicki Mile LaGrange 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. concur OK 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 39% .68% .50% Honorable David L. Russell Western Dist cash $40,000,000 of cash Barnes & Lewis Lead Counsel future benefits

5 6:16-cv-00087-KEW Document 96-3 Filed in ED/OK on 12/27/17 Page 7 of 11

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 Dyck Grady Co., Barnes & Lewis Lead Counsel OK

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. DeGiusti Western Barnes & Lewis Lead Counsel District

Chieftain v. SM Energy Co, CIV-011-177-D 2015 $52,000,000cash undetermined 33.3% 1.6% 1% et al, EnerVest Energy Western $2,965,000 On appeal Tenth Circuit District Future benefit Honorable Timothy D. DeGiusti Barnes & Lewis Lead Counsel On Appeal Tenth Circuit

Bank of America, N.A. v El CJ-2004-45 2017 $115,000,000 3-3.6 40% 1.85% $75,000 x Paso & Burlington Washita Co .OK cash portion 4 reps Honorable Christopher S. Kelly

10. 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.

11. Class Representative, Dorsey Reirdon, 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.

6 6:16-cv-00087-KEW Document 96-3 Filed in ED/OK on 12/27/17 Page 8 of 11

12. Class Representative further agreed that if the presiding court required Class

Counsel to submit documentation regarding their time and labor on an hourly basis, the following hourly rates would apply:

Title Hourly Billing Rate Senior Partner Robert Barnes $900.00 Senior Partner Bradley Beckworth, Jeffrey $875.00 Angelovich, Patrick M. Ryan, Patranell Lewis, Michael Burrage and Larry Murphy Partner $700.00 Associates– 6-plus years $500.00 Associates– 4-6 years $450.00 Associates– 2-4 years $400.00 Associates– 1st year $350.00 Project Associate (Manager) $300.00 Project Associate $275.00 Senior Paralegal $275.00 Paralegal $250.00 Legal Assistant $200.00

13. As discussed in the Declaration of Bradley E. Beckworth, BL is 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 is a declaratory judgment action that involves 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 OS 570.11, owners should be paid interest on late oil and gas proceeds payments by oil companies like XTO whether or not demand is made for payment of interest. See Summary Judgment Order, Pummill v. Hancock Exploration LLC, et al.,

Case No. CV-2011-82 (Okla. Dist. Ct. Grady Cty. July 16, 2012), at 3; Corrected Order, Pummill v. Hancock Exploration LLC, et al., 2014 OK 97, 341 P.3d 69, at 2 (affirming summary judgment on statutory interest issue that no demand is required in Oklahoma for statutory interest while remanding other issues). The holding obtained in Pummill regarding statutory interest, and its finality, was one of the issues in this case. See Dkt. No. 59 at 8. BL’s and NPR’s unique familiarity

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with Pummill and its impact on this case, was demonstrated most aptly during the deposition of one of Defendant’s employees when it was evident that even Defendant’s counsel was not initially familiar with the Pummill order regarding statutory interest and the Oklahoma Supreme Court’s affirmation of that order. The experience of BL in 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 vs Kaiser-Francis.

15. This Litigation required substantial time and labor. BL attorney hours times reasonable hourly rates totals $306,675 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 122 $900 $109,800 Patranell Lewis Sr. Partner 225 $875 $196,875 BL 347 $306,675

It is estimated that BL will spend an additional 60 hours through the time of the Fairness Hearing in January 2018. Further, based on prior experience in other oil and gas class actions, BL may spend at least an additional 50 hours in the distribution phase of the case. The total estimated lodestar for BL for this time period is $97,625. 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

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knows, defense counsel in oil and gas class actions are paid on a monthly basis their entire hourly rate and 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 affidavit of Bradley Beckworth. Numerous firms involved in complex litigation charge hourly rates for senior partners well in excess of

$1,000/hour. Barnes himself has been employed by an energy company on an hourly basis at a rate exceeding $1,000/hour.1 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 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

1 The name of the client, case, and terms are withheld for confidentiality reasons.

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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. BL is seeking recovery of Litigation expenses in the amount of $1,915.42. Details of those expenses are available for review at the Court’s direction.

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

Dated: December 18, 2017.

Robert N. Barnes, OBA #537 Patranell B. Lewis, OBA #12279 BARNES & LEWIS, LLP BARNES & LEWIS, LLP 208 NW 60TH ST 208 NW 60th ST 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

10 6:16-cv-00087-KEW Document 96-4 Filed in ED/OK on 12/27/17 Page 1 of 8

Exhibit 4

6:16-cv-00087-KEW Document 96-4 Filed in ED/OK on 12/27/17 Page 2 of 8

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

DORSEY J. REIRDON, ) ) Plaintiff, ) ) v. ) Case No. 6:16-cv-00087-KEW ) XTO ENERGY INC., ) ) Defendant. )

DECLARATION OF MICHAEL BURRAGE

I, Michael Burrage of WHITTEN BURRAGE (“WB”) declare under penalty of perjury, as follows:

1. I am a partner at WB. 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 Representative’s 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.

2. I have litigated class actions and complex commercial and tort litigation in the

Federal and state Courts of Oklahoma and other courts around the country.

3. WB, along with Richards & Connor, are court-appointed Liaison Local Counsel for

Plaintiff and the Settlement Class. I personally rendered legal services in this Litigation. As

Liaison Local Counsel for Plaintiff, I contributed to this Litigation and performed work on behalf of and for the benefit of the Settlement Class. Specifically, I was involved in many aspects of the

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Exhibit 5

6:16-cv-00087-KEW Document 96-5 Filed in ED/OK on 12/27/17 Page 2 of 8

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

DORSEY J. REIRDON, ) ) Plaintiff, ) ) v. ) Case No. 6:16-cv-00087-KEW ) XTO ENERGY INC., ) ) Defendant. )

DECLARATION OF LAWRENCE R. MURPHY, JR.

I, Lawrence R. Murphy, Jr. of RICHARDS & CONNOR, PLLP (“R&C”) declare under penalty of perjury as follows:

1. I am presently “of counsel” with R&C. I was previously a partner at R&C. 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

Representative’s 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.

2. I have litigated class actions and complex commercial litigation in the Eastern

District of Oklahoma, the Northern District of Oklahoma, the Western District of Oklahoma, the state courts of Oklahoma and numerous other state and federal courts around the country. I also served as “National Supervising Counsel for Bad Faith and Coverage Litigation” for an AM Best

Top 50 Insurance Company for in excess of five (5) years.

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