EnerQuest Oil & Gas, L.L.C. v. Antero Resources Corporation

 ACCEPTED 02-18-00178-CV SECOND COURT OF APPEALS FORT WORTH, TEXAS 5/24/2018 2:13 PM DEBRA SPISAK CLERK NO. 02-18-00178-CV FILED IN 2nd COURT OF APPEALS IN THE COURT OF APPEALS FORT WORTH, TEXAS FOR THE SECOND DISTRICT OF TEXAS5/24/2018 2:13:01 PM FORT WORTH, TEXAS DEBRA SPISAK Clerk ENERQUEST OIL & GAS, L.L.C., Appellant, v. ANTERO RESOURCES CORPORATION, Appellee. On Appeal from the 141st Judicial District of Tarrant County, Texas Trial Court Cause No. 141-290089-17 ANTERO’S RESPONSE TO ENERQUEST’S EMERGENCY MOTION FOR TEMPORARY RELIEF Jason R. Grill Phillip B. Dye, Jr. State Bar No. 24002185 State Bar No. 06311500 jason.grill@steptoe-johnson.com pdye@velaw.com STEPTOE & JOHNSON P.L.L.C. Jason M. Powers 10001 Woodloch Forest Drive, Suite 300 State Bar No. 24007867 The Woodlands, Texas 77380 jpowers@velaw.com Telephone: (281) 203-5700 Caroline C. Stewart Facsimile: (281) 203-5701 State Bar No. 24098477 cstewart@velaw.com VINSON & ELKINS L.L.P. 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Telephone: (713) 758-2048 Facsimile: (713) 615-5766 Attorneys for Appellee Antero Resources Corporation TO THE HONORABLE COURT OF APPEALS: Appellee Antero Resources Corporation (“Antero”) responds to Appellant EnerQuest Oil & Gas, L.L.C.’s (“EnerQuest’s”) Emergency Motion for Temporary Relief as follows. Because EnerQuest concedes it will be participating in discovery in this case through a Texas-based entity it purports to manage, and therefore will actually incur the discovery expense it claims should be avoided, there is no reason to stay discovery—especially because the emerging facts are already showing additional jurisdictional contacts that EnerQuest sought to avoid revealing below. The only effect of the stay EnerQuest seeks would be to facilitate gamesmanship with respect to EnerQuest’s admitted obligation to continue responding to merits discovery on behalf of Braxton Minerals III, the Texas-based entity it manages. Procedural Background In pertinent part, this case concerns the theft of trade secrets belonging to Antero. Antero alleges that certain defendants below participated in a scheme to acquire confidential information about Antero’s oil-and-gas well-drilling activities from at least two individuals associated with a Fort Worth-based company providing landman and other title-related services to Antero. On March 9, 2018, Antero filed an amended petition in this case adding multiple defendants, including EnerQuest and Braxton Minerals III, LLC. 1 EnerQuest, an Oklahoma-based company, owns 75% of the membership interest in Braxton Minerals III, a limited liability company with its principal place of business in Fort Worth. Braxton Minerals III holds oil and gas properties that appear to have been targeted for acquisition on the basis of Antero’s non-public information. Braxton Minerals III’s acquisition of these properties was funded by EnerQuest, who in 2015 had reached out to Texas to enter into a business relationship with the other member of Braxton Minerals III—a Fort Worth-based entity called Braxton Minerals-Appalachia (“BMA”)—and the two Fort Worth residents who were principals of BMA, all of whom are also defendants below. EnerQuest contends that it is the managing member of Braxton Minerals III.1 On April 18, 2018, EnerQuest filed a special appearance denying that it was subject to personal jurisdiction in Texas. In that special appearance, EnerQuest admitted that it had searched its files and found confidential Antero documents received from one of BMA’s principals, a resident of Fort Worth. See Ex. A at 6-7. These documents had been requested by EnerQuest in emails sent to Texas, as explained in Antero’s answer to the special appearance. See Ex. B. On April 25, 2018, Antero served jurisdictional discovery on EnerQuest seeking to establish the scope of EnerQuest’s relevant contacts with Texas for 1 A defendant below has called into question whether the formation of Braxton Minerals III was fraudulent. Antero takes no position on that issue at this time, but assumes for purposes of this motion that EnerQuest is, as it claims to be, the managing member of Braxton Minerals III. 2 purposes of responding to EnerQuest’s special appearance. See Ex. B-4. The day after receiving these discovery requests, EnerQuest gave notice that the District Court would hear its special appearance on May 9, 2018. See Ex. C. On April 30, 2018, Braxton Minerals III filed an answer and generally appeared. See Ex. D. As expected, given that EnerQuest had already admitted in its special appearance that it had “removed Braxton Minerals-Appalachia as Manager of Braxton Minerals III and appointed itself as Manager of that company,” see Ex. A at 6, Braxton Minerals III’s answer was filed by EnerQuest’s counsel, see Ex. D. On May 1-2, 2018, Antero requested that EnerQuest agree to a continuance of the special appearance hearing to allow for limited jurisdictional discovery to proceed before the special appearance was decided. EnerQuest refused the request. Therefore, on May 2, 2018, Antero filed its response identifying those Texas contacts of which Antero was already aware, along with an alternative motion for continuance to obtain answers to the outstanding jurisdictional discovery requests and conduct further jurisdictional discovery as needed. See Ex. B. On May 11, 2018, the District Court denied EnerQuest’s special appearance, evidently concluding that specific personal jurisdiction over EnerQuest was already established without the need for further discovery. See Ex. E. 3 ARGUMENT EnerQuest argues for a stay of discovery to avoid expense and avoid deciding claims that may not be subject to personal jurisdiction. But as EnerQuest concedes, it will bear the expense of discovery in any event; and Texas law already prevents any risk that claims will be decided while EnerQuest’s appeal pends. In this Court, EnerQuest is merely doing what it did below: trying to avoid any inquiry whatsoever into jurisdictional facts. I. Because EnerQuest will remain in this litigation under another name, it faces no additional expense or inconvenience from continuing in discovery. EnerQuest’s primary argument is that it will suffer “substantial expense and inconvenience” from participating in discovery in Fort Worth. Motion at 4. But EnerQuest does not explain what expense or inconvenience it will suffer. Indeed, it does not explain why it will suffer any expense or inconvenience from participating in discovery in the name of EnerQuest, since it intends to participate in discovery in the name of Braxton Minerals III, the Texas-based entity it owns and on whose behalf it answered without contesting jurisdiction at all. Given that EnerQuest contends it is the sole manager of Braxton Minerals III, EnerQuest’s position is that it is the only entity capable of producing Braxton Minerals III’s documents, answering interrogatories on its behalf, or designating corporate representatives for its testimony. 4 Indeed, EnerQuest has conceded that it will continue to participate in discovery. Just two days ago, counsel for EnerQuest asked that Antero consent to stay discovery as to EnerQuest, explaining that EnerQuest would continue to participate in discovery as the manager of Braxton Minerals III: We intend to answer the discovery for BMIII and continue to participate in the discovery of the case, as well as produce any documents EnerQuest has in relation to BMIII, Bauer and Ashburn through BMIII. See Ex. F. EnerQuest cites no authority for the proposition that discovery should be stayed during the appeal of a special appearance when that discovery imposes no meaningful additional costs on the defendant. As reflected in each case EnerQuest cites, courts stay discovery during the appeal of a special appearance only when the requested discovery would impose a significant burden and expense on the specially appearing party. In Oryx Capital International, Inc. v. Sage Apartments, L.L.C., the appellate court granted a stay so that Oryx could avoid “the expense and inconvenience of discovery pending the resolution of this appeal.” 167 S.W.3d 432, 437 (Tex. App.—San Antonio 2005, no pet.). Again, in Lattin v. Barrett, the court “expressed concern for an appellant challenging the denial of a special appearance having to incur the expense and inconvenience of discovery pending resolution of the appeal of a special appearance.” 127 S.W.3d 276, 277 (Tex. App.—Waco 2003, no pet.). And finally, in Lacefield v. Elec. Fin. Grp., Inc., the court stayed discovery 5 on the sole basis of burden and expenses, stating: “Lacefield should not be required to submit to ‘the expense and inconvenience’ of discovery pending resolution of his appeal.” 21 S.W.3d 799, 800 (Tex. App.—Waco 2000, no pet.). Although burden and expense may be a valid basis on which to stay discovery in some cases, this issue has no weight here, where EnerQuest will be participating in discovery on behalf of Braxton Minerals III. EnerQuest has not explained how responding on behalf of itself would impose any measurable additional burden that would support a stay of discovery. Moreover, EnerQuest faces no special burden from participating in discovery in Texas. Based in Oklahoma City, EnerQuest has convenient access to Fort Worth, and because EnerQuest operates oil and gas wells in Texas, is registered to do business in Texas, and has an agent for service of process in Texas (see Ex. A at 4), it has already demonstrated that it has no serious objection to litigating in Texas. II. The automatic trial stay obviates any risk of a merits disposition that would affect EnerQuest’s substantial rights pending appeal. EnerQuest next contends that “the parties risk litigating claims … that must be dismissed” if it prevails on its jurisdictional appeal. Motion at 4. Not so. First, Texas statute is clear that an interlocutory appeal of an order denying a special appearance stays “the commencement of a trial” during the appeal. TEX. CIV. PRAC. & REM. CODE § 51.014(b). As such, the District Court will not decide the outcome of the case while the appeal pends. But otherwise, the District Court retains 6 jurisdiction over the case during the interlocutory appeal and may proceed with all other matters. “Section 51.014(a)(7) provides that an interlocutory appeal may be brought after the denial of a special appearance, but the statute does not provide a stay of anything but the trial pending resolution of the appeal,” in contrast to appeals under Subsection (a)(3), (5), (8), or (12). Buswell v. The GWSPI Co., LLC, 511 S.W.3d 256, 257 (Tex. App.—San Antonio 2015, no pet.) (citing § 51.014(a)(7), (b)). An appellant therefore bears the burden of showing why Section 51.014(a) should be extended to discovery when they appeal under Section 51.014(a)(7). EnerQuest has not carried its burden. Second, even in the unlikely event EnerQuest were to prevail on its appeal, it is far from clear this case would be dismissed. Because EnerQuest demanded a hearing on its special appearance before any jurisdictional discovery, even a reversal of the District Court’s decision could merely result in a remand to the District Court to allow jurisdictional discovery exploring the EnerQuest contacts with the other Texas defendants that the evidence has already revealed in part. III. EnerQuest is attempting to take strategic advantage of its refusal to participate in jurisdictional discovery in the district court. EnerQuest fought ordinary jurisdictional discovery below, and its current motion appears designed to prevent the development of facts that could quickly resolve the jurisdictional issues on remand if necessary. As explained in the proceedings below, the District Court had discretion to permit discovery on a special 7 appearance. BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 800 (Tex. 2002); Barron v. Vanier, 190 S.W.3d 841, 847 (Tex. App—Fort Worth 2006, no pet.). Such commonplace discovery could easily have been allowed if it were necessary. But after EnerQuest insisted it had no relevant Texas contacts, Antero submitted clear evidence to the District Court that EnerQuest had reached out to Texas to obtain confidential information. In addition, since the time of the special appearance hearing, one of the BMA principals has testified in deposition that EnerQuest’s president and another EnerQuest employee actually came to Texas for an October 2015 meeting with the two BMA principals to discuss investing in Braxton’s mineral acquisition program, right before Braxton Minerals III was formed in November 2015 and acquired the allegedly tainted properties.2 In the court below, EnerQuest sought to avoid answering discovery that would have revealed that Texas contact, and EnerQuest’s motion in this Court appears intended to continue the strategy of seeking a decision on the special appearance without allowing the development of any fact record regarding its Texas contacts. This Court need not facilitate EnerQuest’s strategic approach. Allowing ordinary discovery to continue may reveal facts that will further solidify personal jurisdiction over EnerQuest and possibly lead EnerQuest to abandon its appeal. 2 See Ex. G (excerpt from deposition of Robert Scott Bauer) at 121-22. Because the Bauer deposition took place less than ten days ago, a final transcript has not been completed. Therefore, an excerpt of the “rough” draft transcript received from the reporter is attached. 8 Indeed, the strategic value of this stay to EnerQuest is likely its only real value. Given that EnerQuest will be participating in discovery under the name of Braxton Minerals III, the only practical impact of a stay of discovery would be to give EnerQuest a fig-leaf reason to selectively respond to discovery, i.e., a license to refuse to answer discovery requests and deposition questions about its activities in Texas. This selective responsiveness would be wasteful, as it makes no sense for an EnerQuest witness giving a deposition as a Braxton corporate representative to refuse to answer questions about EnerQuest’s visits to Texas. More troublingly still, EnerQuest could use the discovery stay to delay or limit the inquiry into the merits of the case against Braxton Minerals III, by choosing to disclose whatever facts it is comfortable disclosing, and then asserting that any inconvenient questions encroach on the subject of EnerQuest’s contacts with Texas—contacts which may well prove central to the manner in which Antero’s confidential information was solicited, disclosed, and used by multiple individuals and entities. Because the discovery stay would do nothing to avoid any expense or burden, there is no reason to risk entering a stay that could potentially be misused and abused. PRAYER Appellee Antero Resources Corporation respectfully requests that this Court deny EnerQuest’s Motion for Temporary Relief. Antero further requests the Court grant it such additional and further relief to which it may show itself entitled. 9 Respectfully submitted, STEPTOE & JOHNSON P.L.L.C. By: /s/Jason R. Grill Jason R. Grill State Bar No. 24002185 jason.grill@steptoe-johnson.com W. Henry Lawrence WV State Bar No. 2156 10001 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 281.203.5700 281.203.5701 (facsimile) VINSON & ELKINS L.L.P. By: /s/Jason M. Powers Phillip B. Dye, Jr. State Bar No. 06311500 pdye@velaw.com Jason M. Powers State Bar No. 24007867 jpowers@velaw.com Caroline C. Stewart State Bar No. 24098477 cstewart@velaw.com 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 713.758.2222 713.758.2346 (facsimile) Attorneys for Appellee Antero Resources Corporation 10 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded to all parties listed below via E-service and/or via facsimile, on this the 24th day of May, 2018: Via E-Service: Via E-Service: ghamm@hammfirm.com apennington@phblaw.com Gene A. Hamm, II H. Allen Pennington, Jr. The Hamm Firm Matthew D. Germany 1333 W. McDermott, Suite 200 Pennington Hill, LLP Allen, Texas 75013 Tindall Square – Warehouse No. 3 Attorney for Plaintiff, Penn 509 Pecan Street, Suite 101 Investment Funds, LLC and New Fort Worth, Texas Defendants Venture Strong II, LLC and Attorneys for Defendants John Bradley Joe F. Penn Jr. Ashburn and New Defendant Post Oak Appalachia, LLC Via E-Service: Via E-Service: mhassett@tarrantbusinesslaw.com awoodward@hrepc.com Michael Hassett C. Andrew Woodward Jones Hassett, PC Holman Robertson Eldridge 440 North Center 8226 Douglas Ave., Suite 550 Arlington, Texas 76011 Dallas, Texas 75225 Attorney for Defendants Michael Attorney for Kelly O’Connor Fisher, Maegan Fisher and M&M Consulting Via E-Service: Via E-Service: Scott@braxtonenergy.com brad@postoakroyalty.com R. Scott Bauer Brad Ashburn 8851 Camp Bowie Boulevard W 100 N. Forest Park Blvd., Suite 201 Suite 200 Fort Worth, Texas 76102 Fort Worth, Texas 76116 Attorney for Braxton Minerals- Attorney for Braxton Acquisitions, Appalachia, LLC LLC; Braxton Energy, LLC; Braxton Minerals II, LLC; and R. Scott Bauer 11 Via E-Service: Via E-Service: rolandjohnson@hfblaw.com joe.cox@bracewell.com Roland K. Johnson Joseph M. Cox and Andrea D. Broyles Harris, Finley & Bogle, PC 1445 Ross Avenue, Suite 3800 777 Main Street, Suite 1800 Dallas, Texas 75202 Fort Worth, Texas 76102 Spencer F. Smith Attorney for Energy Corporation of McAfee & Taft America 211 N. Robinson Ave. Oklahoma City, Oklahoma 73102. Attorneys for EnerQuest Oil & Gas, L.L.C. and Braxton Minerals III, LLC Via E-Service: Via E-Service: cd@peebleslaw.com jnt@turnerandallen.com C.D. Peebles Jess N. Turner, III The Peebles Law Firm Turner & Allen, P.C. 1604 Devon Court P.O. Box 930 Southlake, TX 76092 Graham, Texas 76450 Attorney for Austin Fox Attorney for Turn 2 Energy, LLC /s/ Caroline C. Stewart_________________ CAROLINE C. STEWART 12 EXHIBITS Ex. A Special Appearance of Defendant EnerQuest Oil & Gas, L.L.C. to Object to Personal Jurisdiction Ex. B Intervenor Antero Resources Corporation’s Response to EnerQuest Oil & Gas L.L.C.’s Special Appearance and Motion to Continue Ex. C Notice of Hearing on EnerQuest Oil & Gas, L.L.C.’s Special Appearance to Object to Personal Jurisdiction Ex. D Defendant Braxton Minerals III, LLC’s Special Exceptions and Original Answer Ex. E Order Overruling Objection to Jurisdiction Ex. F Cox Email re: Discovery Stay Ex. G Robert Scott Bauer Deposition Excerpts US 5684346v.1 EXHIBIT A 141-290089-17 FILED TARRANT COUNTY 4/18/2018 2:57 PM THOMAS A. WILDER CAUSE NO. 141-290089-17 DISTRICT CLERK PENN INVESTMENT FUNDS, LLC, ) IN THE DISTRICT COURT OF Plaintiff, ) ) ANTERO RESOURCES CORPORATION, ) Intervenor, ) TARRANT COUNTY, TEXAS ) vs. ) ) BRAXTON ENERGY, LLC, et al., ) Defendants. ) 141ST JUDICIAL DISTRICT SPECIAL APPEARANCE OF DEFENDANT ENERQUEST OIL & GAS, L.L.C. TO OBJECT TO PERSONAL JURISDICTION TO THE HONORABLE JUDGE OF SAID COURT: Defendant EnerQuest Oil & Gas, L.L.C. (“EnerQuest”) files this special appearance under Rule 120a of the Texas Rules of Civil Procedure for the sole purpose of objecting to the personal jurisdiction of this Court over EnerQuest. EnerQuest’s special appearance is being made prior to the filing of a motion to transfer venue, answer, or any other plea, pleading or motion on EnerQuest’s behalf. For the reasons that follow, the Court should dismiss the claims asserted against EnerQuest for lack of personal jurisdiction. I. Summary of the Argument Defendant EnerQuest is not subject to personal jurisdiction in the State of Texas in this case. There are two types of personal jurisdiction: general and specific. Neither type of personal jurisdiction exists against EnerQuest under the circumstances here. EnerQuest is not subject to general or “all purpose” jurisdiction in the State of Texas because it is organized under the laws of and maintains its principal place of business in Oklahoma, not Texas. See Daimler AG v. Bauman, 571 U.S. 117, 134 S. Ct. 746, 760-61 (2014) (holding that foreign corporations only subject to general jurisdiction when “at home” in forum, such as when the forum is the defendant’s state of #5680198 incorporation or principal place of business). Additionally, EnerQuest is not subject to specific jurisdiction in the State of Texas in this case because none of Antero’s actions asserted in this case arise out of any activity by EnerQuest that was intentionally or purposefully directed at the State of Texas. See Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco County, 137 S. Ct. 1773, 1780 (2017). Therefore, this Court lacks personal jurisdiction over EnerQuest and this case should be dismissed as to EnerQuest. II. Background A. Summary of Relevant Portions of Antero’s Amended Petition in Intervention and Its Claim Against EnerQuest. 1 This case concerns the alleged misappropriation by other Defendants of certain of Antero’s alleged trade secrets. Antero contends that a “Critical Date Report,” a “SWN June 2016 Acquisition Defects report,” and certain “Title Opinions” that pertain to oil and gas minerals located in West Virginia are its confidential trade secrets. Am. Pet. Interv. ¶¶ 22-28. Antero alleges that at some point in 2015 and 2016, one or more of the “Original Defendants” and New Defendant Austin Fox unlawfully acquired these alleged trade secrets from non-party Texhoma Land Consultants I Inc. in Tarrant County, Texas. 2 Id. ¶¶ 22, 29. Antero also alleges the aforementioned 1 Due to the pre-answer stage of this case vis-à-vis EnerQuest, the following summary assumes well-pleaded allegations in the amended petition are true unless such facts are specifically controverted by evidence below and attached hereto. Nothing contained herein should be construed as an admission or concession that Antero’s allegations are in fact correct. 2 The “Original Defendants” are Braxton Energy, LLC; Braxton Acquisitions, LLC; Braxton Minerals II, LLC; Robert Scott Bauer; John Bradley Ashburn; Michael and Maegen Fisher; M&M Consulting,; and Kelly O’Connor. Am. Pet. Interv. ¶¶ 3-9. The “New Defendants” are Austin Fox; Joe F. Penn, Jr.; EnerQuest; Venture Strong II, LLC; Post Oak Appalachia, LLC; Turn 2 Energy, LLC; Braxton Minerals-Appalachia, LLC; Braxton Minerals III, LLC; and Global Oil and Gas Fields Oklahoma, LLC. Id. ¶¶ 10-18. 2 #5680198 Defendants, Plaintiff Penn Investment Funds, LLC, and New Defendant Joe F. Penn, Jr. conspired to misappropriate Antero’s trade secrets. Id. 29, 50-54. Next, Antero contends that Original Defendant Braxton Minerals II, LLC used the allegedly misappropriated trade secrets to acquire oil and gas interests in West Virginia that were “adverse” to Antero’s interests, and that Braxton Minerals II subsequently transferred its allegedly ill-gotten mineral interests to New Defendant Braxton Minerals III, LLC and certain other Defendants (but not EnerQuest). Id. ¶ 40. Antero further alleges that Braxton Minerals III is owned by EnerQuest and New Defendant Braxton Minerals-Appalachia, LLC, and that the latter entity is in turn owned by Original Defendants Robert Scott Bauer and John Bradley Ashburn, two of the alleged conspirators. Id. ¶ 42. Other than its allegation that EnerQuest is one of the members of Braxton Minerals III, the only allegations in the amended petition directed at EnerQuest are that (i) EnerQuest claims to have removed and replaced Braxton Minerals-Appalachia as the manager of Braxton Minerals III, and (ii) as the manager of Braxton Minerals III, EnerQuest has offered West Virginia oil and gas properties owned by Braxton Minerals III for sale, certain of which properties Antero claims were acquired by other Defendants using the misappropriated trade secrets. Id. ¶ 44, 46. Antero’s amended petition does not allege that EnerQuest played any part in misappropriating the alleged trade secrets. More importantly, the amended petition does not allege EnerQuest took any actions within or directed at the State of Texas. As will be shown below, Antero’s claims do not arise out of any contact of EnerQuest within the State of Texas. B. Summary of EnerQuest’s Relevant Operations. EnerQuest is an oil and gas exploration and production company that is organized as a limited liability company under the laws of the State of Oklahoma, and it maintains its headquarters 3 #5680198 at 12368 Market Drive, Oklahoma City, Oklahoma 73114. Affidavit of Gregory Olson, ¶ 3 (attached as Exhibit 1). EnerQuest operates oil and gas wells in Oklahoma, Texas, Louisiana, Utah, and Arkansas. Id. ¶ 4. In addition, EnerQuest owns non-operated oil and gas interests in Alabama, Arkansas, Florida, Georgia, Illinois Louisiana, Michigan, Mississippi, Nebraska, North Dakota, New Mexico, Oklahoma, Oregon, Pennsylvania, Texas, West Virginia, and Wyoming. Id. Although EnerQuest is registered to and does conduct business in the State of Texas, it maintains no offices or employees in Texas. Id. ¶ 3. Oklahoma is the only state in which EnerQuest maintains an office and employees. Id. Relevant here, EnerQuest and Braxton Minerals-Appalachia formed Braxton Minerals III, a Delaware limited liability company, in November 2015. Id. ¶ 5. Braxton Minerals III was organized for the express purpose of acquiring, owning, holding, and maintaining certain types of oil and gas interests in the States of West Virginia, Pennsylvania, and Ohio. See Limited Liability Company Agreement of Braxton Minerals III, LLC §§ 1.3, 2.1(a) (“BMIII Agreement” attached as Exhibit 1A). Generally, Braxton Minerals III was organized such that EnerQuest owns 75% of the equity interest in the company and Braxton Minerals-Appalachia owns 25% of the equity interest in the company. BMIII Agreement, § 3.6 & Exhibit A. Braxton Minerals-Appalachia was designated as the initial Manager of the company, id. § 6.1(b), was responsible for conducting its day-to-day operations, id. § 6.5(a), and was responsible for funding its day-to-day operations and expenses, id. § 4.1(c). EnerQuest, for its part, committed to contribute up to $10 million in capital to Braxton Minerals III in order to acquire certain oil and gas interests located in West Virginia, Pennsylvania, or Ohio that were identified by the Manager as meeting certain agreed-upon criteria. See id. § 4 #5680198 4.1(a), (b), & Exhibit A. Prior to the Liquidity Event described below, EnerQuest did not exercise control over or participate in management activities of Braxton Minerals III. The first mineral interests acquired by Braxton Minerals III were purchased from Original Defendant Braxton Minerals II contemporaneously with the formation of Braxton Minerals III in November 2015. See id. § 4.1(a). These “Previously Acquired Interests” were composed of 214.40 net mineral acres located in West Virginia. See id. § 4.1; Olson Affidavit, ¶ 6. Braxton Minerals- Appalachia represented to EnerQuest at the time Braxton Minerals III was formed that the Previously Acquired Interests had been fully paid for by Braxton Minerals-Appalachia or its affiliates, and that such interests met certain other characteristics that fit with the package of mineral interests to be purchased by Braxton Minerals III. See BMIII Agreement § 4.1(a)(i). EnerQuest did not have any involvement in the initial acquisition of the Previously Acquired Interests by Braxton Minerals II, Braxton Minerals-Appalachia, or any of their managers, owners, or affiliates. Olson Affidavit, ¶ 6. Between November 2015 and April 2016, EnerQuest fully funded its $10 million capital commitment to Braxton Minerals III, which funds were used by Braxton Minerals III to purchase certain oil and gas interests in West Virginia and Pennsylvania. Olson Affidavit, ¶ 7. By letter dated March 10, 2016 from Brad Ashburn, Braxton Minerals-Appalachia notified EnerQuest pursuant to Section 4.5 of the BMIII Agreement that EnerQuest’s remaining commitment amount was less than $1 million and requested that EnerQuest elect whether it would contribute additional capital. Olson Affidavit, ¶ 8; March 10, 2016 Ltr. (attached as Exhibit 1B). Under the BMIII Agreement, EnerQuest then had 30 days to decide whether to commit to contribute another $10 million in capital to Braxton Minerals III, or Braxton Minerals-Appalachia was obligated to liquidate Braxton Minerals III. See BMIII Agreement, § 4.5. Ultimately, EnerQuest elected not to 5 #5680198 increase its capital contribution commitment to Braxton Minerals III, which triggered a “Liquidity Event” under Section 10.1 of the BMIII Agreement. Olson Affidavit, ¶ 8; Email of April 8, 2016 (attached as Exhibit 1C). As a result of the Liquidity Event, Braxton Minerals-Appalachia was supposed to select a liquidator, to be approved by EnerQuest, to wind up the affairs of Braxton Minerals III and distribute its assets to EnerQuest and Braxton Minerals-Appalachia as provided in the BMIII Agreement. See BMIII Agreement, § 10.2. However, Braxton Minerals-Appalachia failed or refused to do so. Olson Affidavit, ¶ 9. By letter dated August 9, 2017, EnerQuest notified Braxton Minerals-Appalachia that it was in breach of the BMIII Agreement by, among other things, failing to select a liquidator to wind the company up, and demanded that Braxton Minerals-Appalachia cure such breach before September 10, 2017. Olson Affidavit, ¶ 10; Aug. 9, 2017 Ltr. (attached as Exhibit 1D). Braxton Minerals-Appalachia failed and refused to cure its breach within the specified time period, so EnerQuest removed Braxton Minerals-Appalachia as Manager of Braxton Minerals III and appointed itself as Manager of that company on September 29, 2017, as allowed in the BMIII Agreement. Olson Affidavit, ¶¶ 10-11; Written Consent of Members of Braxton Minerals III, LLC dated Sept. 29, 2017 (attached as Exhibit 1E); Sept. 29, 2017 Ltr. (attached as Exhibit 1F). Subsequently, in February 2018, Antero’s counsel notified EnerQuest’s counsel that it believed Original Defendants Robert Scott Bauer and John Bradley Ashburn had possession of certain of its alleged trade secret documents and inquired as to whether EnerQuest had possession of certain specified documents. Feb. 23, 2018 Ltr. (attached as Exhibit 2). In response, EnerQuest searched its files, determined that it had received certain information from Original Defendant Robert Scott Bauer that Antero alleges are its trade secret documents, and so notified Antero. Olson 6 #5680198 Affidavit, ¶ 12; Email of March 5, 2018 from J. Black to H. Lawrence (attached as Exhibit 3). As EnerQuest’s counsel previously explained to Antero’s counsel (and were evidenced by the emails and text messages previously provided to Antero), such documents were disclosed to Greg Olson of EnerQuest by Bauer in February 2017 or later in the course of Bauer’s effort to solicit EnerQuest to invest in another of Bauer’s mineral acquisition programs. Olson Affidavit, ¶ 13; March 5, 2018 Email. EnerQuest did not know that Bauer allegedly acquired the subject information by unlawful means. Olson Affidavit, ¶ 13. In any event, the alleged trade secret information was received by Greg Olson of EnerQuest in Oklahoma. Id. EnerQuest has not disclosed the documents to anyone outside of its organization other than Original Defendants Bauer and Ashburn. Id. III. Argument and Authorities “The plaintiff bears the initial burden of pleading allegations that suffice to permit a court’s exercise of personal jurisdiction over the nonresident defendant.” Searcy v. Parex Res., Inc., 496 S.W.3d 58, 66 (Tex. 2016). If the plaintiff does so, the burden shifts to the defendant to negate the “bases for personal jurisdiction that exist in the plaintiff’s pleadings.” Id. The Texas legislature, through its long-arm statute, has authorized Texas courts to exercise personal jurisdiction over nonresidents to the limits allowed by the Due Process Clause of the Fourteenth Amendment to the United States Constitution. See id. (citing Moki Mac River Expeditions v. Drugg, 221 S.W. 3d 569, 574 (Tex. 2007)). As a result, the question of whether Texas courts may exercise personal jurisdiction over a nonresident is coextensive with whether the exercise of that jurisdiction comports with due process. See id. Thus, the present inquiry is whether EnerQuest has sufficient minimum contacts with the State of Texas “such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quotation omitted). 7 #5680198 There are two categories of personal jurisdiction: general and specific. General jurisdiction is “all-purpose jurisdiction” where the defendant can be sued in the forum state regardless of whether the plaintiff’s cause of action relates to the defendant’s contacts with the forum. Daimler AG v. Bauman, 134 S. Ct. 746, 754 (2014). Specific jurisdiction, on the other hand, allows jurisdiction only over claims that arise out of or relate to a defendant’s contacts with the forum state. See id. For the reasons discussed below, EnerQuest does not have sufficient minimum contacts with Texas to support either general or specific jurisdiction in this case. Therefore, the Court should dismiss EnerQuest from this case for lack of personal jurisdiction. A. EnerQuest is not subject to general personal jurisdiction in Texas. Until relatively recently, some courts had interpreted the United States Supreme Court’s precedent as authorizing general personal jurisdiction in any forum with which the defendant had substantial, “continuous and systematic contacts.” Cf. Moki Mac River Expeditions, 221 S.W.3d at 575 (suggesting that general jurisdiction is present merely when a “defendant has made continuous and systematic contacts with the forum.”). Recently, however, the Supreme Court has rejected that view of general jurisdiction and held that it “is unacceptably grasping.” Daimler, 134 S. Ct. at 761. Instead, the Supreme Court has emphasized “that only a limited set of affiliations with a forum will render a defendant amendable to all-purpose jurisdiction there.” Id. at 760. For individuals, that place is the defendant’s domicile. Id. For corporations, “the place of incorporation and place of business are [the] paradigm bases for general jurisdiction.” Id. (quotation omitted). In Daimler, the Supreme Court held that general jurisdiction comports with due process only when a “corporation’s ‘affiliations with the State are so continuous and systematic as to render it essentially at home in the forum State.’” Id. (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) (emphasis added)). In explaining why a corporation’s principal 8 #5680198 place of business and state of incorporation are the paradigm examples of the “limited set of affiliations” that render a corporation at home, the Supreme Court analogized those locations to an individual’s domicile and indicated they were the corporation’s functional “equivalent” to an individual’s domicile. To be sure, the Supreme Court in Daimler left open the possibility that in “an exceptional case” a corporation might be deemed to be at home in a state other than its state of incorporation or principal place of business. Id. at 761, n.19. However, the Court emphasized that the character of affiliations necessary to render a defendant at home in a state should be “unique” and “easily ascertainable,” like an individual’s domicile, or a corporation’s principal place of business and state of incorporation. See id. at 760. Underscoring the point that the place where a corporation is deemed to be at home should be “unique” and “easily ascertainable,” the Court in Daimler rebuffed the dissent for suggesting that its holding would invite additional jurisdictional discovery as to the quantum of contacts necessary to establish general jurisdiction. See id. at 761, n.20 (“But it is hard to see why much in the way of discovery would be needed to determine where a corporation is at home.”). Thus, it should come as no surprise that lower courts after Daimler have consistently rejected attempts to expand general jurisdiction over corporations to states other than the corporation’s principal place of business or state of incorporation. See, e.g., Sonera Holding B.V. v. Cukurova Holding A.S., 750 F.3d 221, 223 (2d Cir. 2014) (per curiam) (stating “general jurisdiction extends beyond an entity’s state of incorporation and principal place of business only in the exceptional case . . .” (emphasis added)); Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d 429, 432 (5th Cir. 2014) (“It is, therefore, incredibly difficult to establish general jurisdiction in a forum other than the place of incorporation or principal place of business.” (emphasis added)); Wal-Mart Stores, Inc. v. LeMaire, 395 P.3d 1116, 1122 (Ariz. Ct. App. 2017) (holding that an “exceptional case” where general jurisdiction 9 #5680198 would extend beyond the paradigm examples identified by the Supreme Court requires “exigent circumstances that render traditional jurisdictional limits unworkable.” (emphasis added)). EnerQuest is “at home” for purposes of general jurisdiction only in Oklahoma, not Texas. Oklahoma is where EnerQuest is organized. Oklahoma is where EnerQuest maintains its headquarters and its employees. Thus, Oklahoma is the place from where EnerQuest directs its business in multiple states. EnerQuest does not maintain an office or employees in any state other than Oklahoma. As a result, Oklahoma is the only “unique” and “easily ascertainable” place that is equivalent to EnerQuest’s domicile. As a result, Oklahoma is the only state in which EnerQuest is subject to general, “all purpose” jurisdiction untethered to its contacts with the forum. While EnerQuest conducts business in the State of Texas, it also conducts business in other states. The Supreme Court has made clear that doing substantial business in a state is not enough to confer general jurisdiction because “[a] corporation that operates in many places can scarcely be deemed at home in all of them.” Daimler AG, 134 S. Ct. 761, n.20. Therefore, EnerQuest is at home and subject to personal jurisdiction in only Oklahoma, not in Texas. B. EnerQuest is not subject to specific personal jurisdiction in Texas in this case. “In order for a state court to exercise specific jurisdiction, the suit must arise out of or relate to the defendant’s contacts with the forum.” Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco County, 137 S. Ct. 1773, 1780 (2017) (quotations and alterations omitted). This requires “an affiliation between the forum and the underlying controversy, principally, an activity or an occurrence that takes place in the forum State.” Id. at 1781 (quotation and alterations omitted). Moreover, to count as a “contact” giving rise to suit, the defendant’s actions giving rise to the suit must have been “purposefully directed . . . at residents of the forum” state. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 473 (1985). The Texas Supreme Court has 10 #5680198 identified “three features” or guideposts for analyzing the relevancy a defendant’s contacts with the forum in the context of specific personal jurisdiction: “(1) the relevant contacts are those of the defendant, and the unilateral activity of another person or a third party is not pertinent; (2) the contacts that establish ‘purposeful availment’ must be purposeful rather than random, fortuitous, isolated, or attenuated; and (3) the defendant must seek some benefit, advantage, or profit by ‘availing’ itself of the jurisdiction.” Searcy v. Parex Res., Inc., 496 S.W.3d 58, 67 (Tex. 2016). In addition, “[s]pecific jurisdiction . . . does not exist where the defendant’s contacts with the forum state are not substantially connected to the alleged operative facts of the case.” Id. at 70. The Texas Supreme Court has explained that this “substantial connection” test requires consideration of “[1] what the [plaintiff’s] claim is principally concerned with, [2] whether the [defendant’s] contacts will be the focus of the trial and consume most if not all of the litigations’ attention, and [3] whether the [defendant’s] contacts are related to the operative facts of the [plaintiff’s] claim.” TV Azteca v. Ruiz, 490 S.W.3d 29, 52-53 (Tex. 2016) (internal quotations and citations omitted). For purposes of specific personal jurisdiction, it does not matter how many contacts a defendant has with the forum state if the plaintiff’s claim does not relate to those contacts. See Bristol-Myers Squibb, 137 S. Ct. 1781-82. In this case, Antero’s claims concern the alleged misappropriation by other Defendants of Antero’s alleged trade secrets concerning oil and gas properties located in West Virginia. Although Antero alleges that the Original Defendants and New Defendant Austin Fox unlawfully acquired the alleged trade secrets from non-party Texhoma Land Consultants I Inc. in Tarrant County, Texas, id. ¶¶ 22, 29, Antero does not allege EnerQuest played any part in that alleged misappropriation. While EnerQuest did receive (in Oklahoma) certain of the allegedly trade secret information from Original Defendant Robert Scott Bauer in February 2017, Antero does not (and 11 #5680198 cannot) allege EnerQuest has used or disclosed that information, let alone that it did so in Texas. Further, even if EnerQuest did disclose or use Antero’s trade secret information (which it did not), any damages allegedly suffered by Antero from such disclosure or use would be realized in West Virginia, where the subject oil and gas properties are located, or in Colorado, where Antero alleges its corporate headquarters are located. See Am. Pet. Interv. ¶ 1. Simply put, Antero’s claims in this lawsuit have nothing to do with any contact between EnerQuest and the State of Texas. Therefore, this Court lacks specific personal jurisdiction over EnerQuest in this case. IV. Prayer Wherefore, for the reasons explained above, EnerQuest respectfully requests the Court set this matter for hearing at the earliest time possible and that, upon hearing, this special appearance be sustained in all things and the claims and causes of action against Defendant EnerQuest Oil & Gas, L.L.C. be dismissed for lack of personal jurisdiction. EnerQuest also requests any other or further relief, at law or in equity, to which it may be justly entitled. 12 #5680198 Respectfully submitted, BRACEWELL LLP By: /s/ Joseph M. Cox Joseph M. Cox State Bar No. 04950200 Joe.Cox@bracewell.com Andrea D. Broyles State Bar No. 24082744 Andrea.Broyles@bracewell.com 1445 Ross Avenue, Suite 3800 Dallas, Texas 75202 Telephone: (214) 468-3800 Facsimile: (800) 404-3970 - and - Spencer F. Smith State Bar No. 24008625 MCAFEE & TAFT A Professional Corporation Tenth Floor, Two Leadership Square 211 N. Robinson Ave. Oklahoma City, Oklahoma 73102-7103 spencer.smith@mcafeetaft.com Attorneys for Defendant EnerQuest Oil & Gas, L.L.C. Certificate of Conference This certifies that on April 4, 2018 and April 6, 2018, a telephone conference was held with Jason Grill, attorney for Intervenor Antero Resources Corporation, regarding the merits of this motion. A reasonable effort has been made to resolve the dispute without the necessity of court intervention and the effort failed. Therefore it is presented to the Court for determination. /s/ Joseph M. Cox Joseph M. Cox 13 #5680198 Certificate of Service I hereby certify that on April 18, 2018, a true and correct copy of the foregoing document was served on the following counsel of record in accordance with the Texas Rules of Civil Procedure: Jason R. Grill Phillip B. Dye, Jr. W. Henry Lawrence Caroline C. Stewart Steptoe & Johnson PLLC Vinson & Elkins LLP 10001 Woodlock Forest Drive, Suite 300 1001 Fannin Street, Suite 2500 The Woodlands, Texas 77380 Houston, Texas 77002-6760 jason.grill@steptoe-johnson.com pdye@velaw.com hank.lawrence@stptoe-johnson.com cstewart@velaw.com Attorneys for Intervenor Antero Resources Attorneys for Intervenor Antero Resources Corporation Corporation Gene A. Hamm, II H. Allen Pennington, Jr. The Hamm Firm Matthew D. Germany 1333 W. McDermott, Suite 200 Pennington Hill, LLP Allen, Texas 75013 Tindall Square-Warehouse No. 3 ghamm@hammfirm.com 509 Pecan Street, Suite 101 Attorney for Plaintiff Penn Investment Fort Worth, Texas 76102 Funds, LLC, Joe F. Penn Jr., and Venture apennington@phblaw.com Strong II, LLC Attorneys for Defendant John Bradley Ashburn and Post Oak Appalachia, LLC Michael Hassett Avery McDaniel Jones Hasset, PC Law Office of Avery McDaniel 440 North Center 1205 N. Main Street Arlington, Texas 76011 Fort Worth, Texas 76164 mhasset@tarrantbusinesslaw.com avery@avrymcdaniel.com Attorney for Defendants Michael Fisher, Attorney for Braxton Minerals II, LLC Maegan Fisher, and M&M Consulting R. Scott Bauer C. Andrew Woodward 8851 Camp Bowie Boulevard W Holman Robertson Eldridge Suite 200 8226 Douglas Ave., Suite 550 Fort Worth, Texas Dallas, Texas 75225 scott@braxtonenergy.com awoodward@hrepc.com Attorney for Braxton Acquisitions, LLC, Attorney for Kelly O’Connor Braxton Energy LLC, and himself Roland K. Johnson Charles W. Sartain Harris, Finley & Bogle, P.C. Gray Reed & McGraw 777 Main Street, Suite 1800 1601 Elm Street, Suite 4600 Fort Worth, Texas 76102 Dallas, Texas 75201 rolandjohnson@hfblaw.com Attorneys for Global Oil and Gas Fields Attorneys for Energy Corporation of America /s/ Joseph M. Cox Joseph M. Cox 14 #5680198 Cause No. 141-290089-17 PENN INVESTMENT FUNDS, LLC, ) In the District Court Plaintiff, ) of Tarrant County, Texas ) ANTERO RESOURCES CORPORATION, ) Intervenor, ) ) vs. ) 141 st Judicial District ) BRAXTON ENERGY, LLC, et al., ) Defendants. ) Verification STATE OF OKLAHOMA § § COUNTY OF OKLAHOMA § Before me, the undersigned notary public, on this day personally appeared Gregory W. Olson, who after being duly sworn, stated on his oath that he has read the foregoing Special Ap- pearance to Object to Personal Jurisdiction and that the statements contained therein are true and correct based upon either his personal knowledge or information made available to him in in the course and scope of his employment for EnerQuest Oil & Gas, L.L.C. Gregory W. so President Em ritu EnerQuest Oil & Gas, L.L.C. Subscribed and sworn to before me by Gregory W. Olson, this /~day of April, 2018. (Seal) Notary Public My Commission Expires: _ _ __._........,_~---- 15 EXHIBIT 1 CAUSE NO. 141-290089-17 PENN INVESTMENT FUNDS, LLC, ) IN THE DISTRICT COURT OF Plaintiff, ) ) ANTERO RESOURCES CORPORATION, ) Intervenor, ) TARRANT COUNTY, TEXAS ) vs. ) ) BRAXTON ENERGY, LLC, et al., ) Defendants. ) 141 ST JUDICIAL DISTRICT AFFIDAVIT OF GREGORY W. OLSON STATE OF OKLAHOMA § § COUNTY OF OKLAHOMA § I, Gregory W. Olson, being duly sworn, depose and state the following upon my oath: 1. "I am over the age of 21. I have never been convicted of a felony. I am of sound mind, and I am fully competent to make this affidavit. This affidavit is being made in support of the Special Appearance of EnerQuest Oil & Gas, L.LC. ("EnerQuest") in the above-captioned case for the sole purpose of objecting to personal jurisdiction over EnerQuest. 2. "I am currently President Emeritus of EnerQuest, am semi-retired, and consult with EnerQuest on certain matters. From its creation in November of 1996 until December 31, 201 7, I was the President of EnerQuest. At all times relevant to this affidavit, I have resided in Edmond, Oklahoma and worked out of EnerQuest's Oklahoma City office. Through my positions as President and President Emeritus, I have personal knowledge of the facts stated herein, which are true and correct. 3. "EnerQuest is an oil and gas exploration and production company. It is organized as a limited liability company under the laws of the State of Oklahoma, and it maintains its headquarters at 12368 Market Drive, Oklahoma City, Oklahoma 73114. EnerQuest does not maintain any offices or employees in any state other than Oklahoma. 4. "EnerQuest operates oil and gas wells in Oklahoma, Texas, Louisiana, Utah, and Arkansas. In addition, EnerQuest owns non-operated oil and gas interests in Alabama, Arkansas, Florida, Georgia, Illinois Louisiana, Michigan, Mississippi, Nebraska, North Dakota, New Mexico, Oklahoma, Oregon, Pennsylvania, Texas, West Virginia, and Wyoming. 5. "In November 2015, EnerQuest and Braxton Minerals-Appalachia, LLC formed Braxton Minerals III, LLC, a limited liability company organized under Delaware law. A copy of the Limited Liability Company Agreement of Braxton Minerals III, LLC (the "BMIII Agreement") is attached hereto as Exhibit lA. Exhibits B and C and Schedules 4.l(b)(i) and 7.l(b)(i) to the BMIII Agreement have been omitted to protect certain irrelevant and/or confidential information from unnecessary disclosure. The BMIII Agreement was executed by myself, as President of EnerQuest, and by Brad Ashburn, as President of Braxton-Minerals- Appalachia, LLC, dated as of November 10, 2015. 6. "The "Previously Acquired Interests" referenced in Section 4.1 of the BMIII Agreement were composed of 214.40 net mineral acres located in West Virginia. EnerQuest was not involved in the initial acquisition of those interests by Braxton Minerals II, LLC, Braxton Minerals-Appalachia, LLC, or any of their managers, owners, or affiliates. 7. "EnerQuest committed to contribute up to $10,000,000 in capital to Braxton Minerals III, LLC. The initial capital contribution of $975,860.17 was to fund BMIII's acquisition of the aforementioned Previously Acquired Interests. Subsequent capital contributions were to fund the purchase of oil and gas interests acquired after the formation of BMIII, as described in the BMIII Agreement. Between November 2015 and April 2016, Page 2of5 EnerQuest fully funded its capital commitment to Braxton Minerals III, LLC. Those funds were used to purchase certain oil and gas interests in West Virginia and Pennsylvania on behalf of Braxton Minerals III, LLC. 8. "In March 2016, I received a letter dated March 10, 2016 from Brad Ashburn on behalf Braxton Minerals-Appalachia, LLC. That letter is attached hereto as Exhibit lB. The letter notified EnerQuest pursuant to Section 4. 5 of the BMIII Agreement that EnerQuest' s remaining commitment amount was less than $1,000,000 and requested that EnerQuest elect whether it would contribute additional capital. By email dated April 8, 2016 to Brad Ashburn, I notified Braxton Minerals-Appalachia, LLC that EnerQuest had elected not to contribute additional capital to Braxton Minerals III, LLC, according to the terms of the BMIII Agreement. A copy of my April 8, 2016 email is attached hereto as Exhibit 1C. 9. "This triggered a "Liquidity Event" under Section 10.1 of the BMIII Agreement. According to Section 10.2 of the BMIII Agreement, the above Liquidity Event required Braxton Minerals-Appalachia, as the initial Manager of Braxton Minerals III, LLC, to, among other things, propose a liquidator for EnerQuest' s approval who would wind up the affairs of Braxton Minerals III, LLC and distribute its assets as provided in the BMIII Agreement. However, Braxton Minerals-Appalachia, LLC failed or refused to timely propose a liquidator as provided in the BMIII Agreement. 10. "On or about August 9, 2017, I, as President of EnerQuest, sent a letter to Braxton Minerals-Appalachia, LLC, attention to Brad Ashburn and Scott Bauer, demanding that Braxton Minerals-Appalachia comply with the provisions of the BMIII Agreement by, among other things, proposing a liquidator as required by Section 10.2 of that Agreement by September 10, Page 3of5 20I 7. A copy of that letter is attached as Exhibit ID. Braxton Minerals-Appalachia, LLC failed or refused to comply with EnerQuest' s demand within the specified time. I 1. "On September 29, 2017, I, as President of EnerQuest, executed a Written Consent of Members of Braxton Minerals III, LLC that, pursuant to certain provisions of the BMIII Agreement, removed Braxton Minerals-Appalachia, LLC as Manager of Braxton Minerals III, LLC and subsequently elected EnerQuest to be the replacement Manager. A copy of the Written Consent is attached hereto as Exhibit IE. On or about the same date, I sent a letter to Braxton-Minerals-Appalachia, LLC, attention to Brad Ashburn and Scott Bauer, advising it of EnerQuest's action. A copy of that letter is attached hereto as Exhibit IF. 12. "In February 20I 8, I learned that Antero Resources Corporation ("Antero") suspected that Robert Scott Bauer and John Bradley Ashburn had shared certain documents that Antero alleged were confidential and proprietary business records and trade secrets. In response, I searched my files and caused EnerQuest to search its files for the documents identified by Antero. Certain documents matching the description provided by Antero were located, which documents were then provided to EnerQuest's counsel, Jeremy Black, to provide to Antero's counsel. 13. "The documents described by EnerQuest were disclosed to me in February 20I 7 or later by Scott Bauer via email and text messages received by me in Oklahoma. Bauer disclosed the subject documents to me in an effort to solicit EnerQuest to invest in another of Bauer's mineral acquisition programs. Until February 2018, I did not know that Scott Bauer had allegedly obtained the subject documents by unlawful means. I did not disclose the subject information to anyone outside of EnerQuest except for Scott Bauer and Brad Ashburn. To the Page 4of5 best of my knowledge, no one else with EnerQuest has disclosed the subject information to anyone outside of EnerQuest except for Scott Bauer and Brad Ashburn." FURTHER AFFIANT SA YETH NOT. ¢- Dated this (J day of April, 2018. Gre ory President m tus EnerQuest Oil & Gas, L.L.C. SUBSCRIBED and SWORN TO before me on this /11tay of April, 2018, by Gregory W. Olson. (Seal) Page 5of5 EXHIBIT 1A LIMITED LIABILITY COMPANY AGREEMENT OF BRAXTON MINERALS III, LLC, a Delaware Limited Liability Company November 12, 2015 Bra Sent: Friday, April 08, 2016 11:37 AM To: Brad Ashburn Subject: RE: Election Letter Attachments: model with matt's eur-1st prod. 4.2016.xlsx; Marcellus EUR vs Lateral Length.pdf; EQ Type Curve vs EQT.PDF; Peak Rate Per Ft vs Lateral.pdf; 2014 Aries Decline Curves.pdf; 2013 Aries Decline Curves.pdf; 2012 Aries Decline Curves.pdf; Before 2012 Aries Decline Curves.pdf; Antero Well Map.pdf; Pennsylvannia Marcellus EUR Study - March, 2016.pdf; Spotfire Plots.pdf; Marcellus Type Curve Analysis.pdf Brad, we’re going to elect not to move forward with funding. As you know, what really hurt the economics compared to the way I was looking at the deal before making the investment, is the deducts Antero started charging. If not for the general deterioration in the gas market, we still may have been able to model a rate of return that made sense. You had asked for the results of our analysis. Attached is the model. The model is using a 10.2 bcf eur. Also attached are a number of displays and spreadsheets Matt used in determining his type curve eur of 10.2 bcf. If you’re interested, we can schedule a call where Matt can walk you through the analysis and how to interpret some of his displays. Just let me know if you want to schedule something. You and your team are a talented group. I sincerely hope we can do business in the future. There were just some unexpected (Antero deducts) and uncontrollable (gas market deterioration) events that make it difficult to do anything at this time. I’ve enjoyed working with and getting to know you. I wish you all the best. Gregory W. Olson President EnerQuest Oil & Gas, LLC 12368 Market Drive Oklahoma City, OK 73114 (405) 478-3300 ext. 101 From: Brad Ashburn [mailto:brad@braxtonenergy.com] Sent: Thursday, March 10, 2016 4:20 PM To: Greg Olson Subject: Election Letter Greg: I trust that Courtland answered all of your questions on Draw 9. Please let me know if you need anything additional. Attached is the election letter per Section 4.5. –Brad Best, Brad Ashburn Braxton Minerals III, LLC 1 607 Bailey Avenue Fort Worth, Texas 76107 P: 817-698-0020 C: 817-360-9162 2 EXHIBIT 1D EnerQuest 0 I L & G A S, L. L. C. August 9, 2017 VIA FEDEX OVERNIGHT AND EMAIL Braxton Minerals-Appalachia, LLC Attn: Brad Ashburn and Scott Bauer 3973 W. Vickery Blvd, Suite 102 Fort Worth, Texas 76107 Email to: brad@postoakroyalty.com scott@braxtonenergy.com Re: Certain Matters related to Braxton Minerals III, LLC, a Delaware limited liability company ("BMIII") Dear Brad and Scott: The purpose of this letter is to demand compliance by Braxton Minerals-Appalachia, LLC, a Texas limited liability company ("BMA"), in its capacity as Manager of BMIII, with the terms of that certain Limited Liability Company Agreement of BMIII dated November 12, 2015 (such agreement, the "BMIII Agreement"). Capitalized terms used in this letter not otherwise defined in this letter shall have the meanings assigned to them in the BMIII Agreement. Failure to Liquidate BMIII Pursuant to the Section 10.1 of the BMIII Agreement, BMIII "shall dissolve and its affairs shall be wound up upon" a Liquidity Event. As provided in Section 4.5 of the BMIII Agreement, upon an election by EnerQuest Oil & Gas, L.L.C. ("EnerQuest") to not increase the EnerQuest Commitment Amount, a Liquidity Event occurs "upon the first to occur of (i) such time as EnerQuest has funded the EnerQuest Commitment Amount in full, or (ii) a period of sixty (60) days has expired since the end of the thirty (30) day period" after EnerQuest's receipt of written notice from BMA that the Remaining EnerQuest Commitment Amount is less than $1,000,000. As you are aware, on or about March 10, 2016, BMA provided the above described written notice to EnerQuest. On or about April 8, 2016, EnerQuest responded to BMA' s written notice indicating that it elects to not increase the EnerQuest Commitment Amount. Based on the foregoing and pursuant to the terms of the BMIII Agreement, a Liquidity Event occurred on or 12368 Market Drive • Oklahoma City, OK 73114 phone 405.478 .3300 • fax 405.478.3686 about June 10, 2016. Upon the occurrence of the Liquidity Event, pursuant to Section 10.2 of the BMIII Agreement, BMA, as Manager, has an obligation to propose a liquidator which shall be approved by EnerQuest. As of the date of this letter, BMA has failed to fulfill its obligation to propose a liquidator to carry out the liquidation of BMIII. ENERQUEST HEREBY DEMANDS THAT BMA IN ITS CAPACITY AS MANAGER OF BMIII COMPLY WITH THE PROVISIONS OF THE BMIII AGREEMENT, INCLUDING, THE PROPOSAL OF A LIQUIDATOR TO CARRY OUT THE DILIGENT LIQUIDATION OF BMIII. Obligation to Provide Certain Reports to EnerQuest Pursuant to Section 7 .1 (b) of the BMIII Agreement, BMA as the Manager of BMIII is obligated to prepare or caused to be prepared certain reports and provide to EnerQuest including (i) monthly reports related to the revenues and expenses of BMIII including the calculation of Distributable Cash Flow and a details related to accounts payable, (ii) annual reports including financial statements of BMIII and a schedule reflecting the Capital Accounts of the BMIII Members, (iii) annual schedule of BMIIIs Oil and Gas Properties, and (iv) such other reports as reasonably requested by EnerQuest. BMA has continuously failed to prepare (or caused to be prepared) and deliver the above required reports. ENERQUEST HEREBY DEMANDS THAT BMA IN ITS CAPACITY AS MANAGER OF BMIII COMPLY WITH THE PROVISIONS OF THE BMIII AGREEMENT AS IT RELATES TO ITS OBLIGATION TO PREPARE (OR CAUSED TO BE PREPARED) AND PROVIDE TO ENERQUEST CERTAIN INFORMATIONAL REPORTS RELATED TO BMIII AND ITS ASSETS. Obligation to Manage BMIII Assets in a Reasonable Manner BMA, in its capacity as Manager of BMIII, has a duty to manage BMIII' s assets in a reasonable manner. As you are aware, since about May 2017, Antero as the purchaser of oil and gas production related to BMIII' s Oil and Gas Interests suspended revenue payments to BMIII as a result of certain threatened and actual litigation between you. You have failed to diligently work with Antero to remove BMIII from suspense status. Rather, it has come to my attention that as recently as in July 2017, Scott has exchanged emails with Antero' s outside counsel stating "I would agree that Braxton Minerals III, LLC is claim overlapping interests and tied up entirely". Effectively, instead of diligently working with Antero to cause them to remove BMIII from suspense and pay the accrued, unpaid revenue, you have perpetuated the continual non-payment of BMIII's revenue for several months now. ENERQUEST HEREBY DEMANDS THAT BMA IN ITS CAPACITY AS MANAGER OF BMIII WORK DILIGENTLY WITH ANTERO TO CAUSE BMIII TO BE REMOVED FROM SUSPENSE AND THE ACCRUED AND UNPAID REVENUE TO BE PAID TO BMIII. It is EnerQuest's belief that BMA's actions and/or omissions over the last several months may constitute "Good Cause" as defined in the BMIII Agreement such that BMA may be removed as Manager of BMIII. With that said, and without waiving any right to assert the occurrence of "Good Cause", EnerQuest hereby demands that BMA comply with the demands set forth in this letter immediately pursue the full satisfaction of these demands without delay. If BMA fails to fully comply, as determined in EnerQuest's sole discretion, by September 10, 2017, EnerQuest may elect to deem the existence of Good Cause to remove BMA as Manager of BMIII. Very truly yours, ENERQUEST OIL & GAS, L.L.C., an Oklahoma limited liability company ~~ faJ!Jk--- Grego:~n Presidl't~ EXHIBIT 1E WRITTEN CONSENT OF MEMBERS OF BRAXTON MINERALS III, LLC SEPTEMBER 29, 2017 Pursuant to Section 18-302(d) of the Delaware Limited Liability Company Act and Section 3. 7 of that certain Limited Liability Company Agreement of Braxton Minerals III, LLC, a Delaware limited liability company (the "Company"), dated November 12, 2015 (such agreement, the "Company Agreement"), which each provide that the members may take any action without a meeting, without prior notice and without a vote if consented to in writing by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the members entitled to vote thereon were present and voted, the undersigned, representing the holder of a majority of the issued and outstanding Membership Interests of the Company, does hereby adopt and consent to the following resolutions as of the date first stated above (capitalized terms used herein not otherwise defined herein shall have the meanings assigned to them in the BMIII Agreement): Removal of Manager WHEREAS, Section 6.2 of the Company Agreement provides that "[t]he Manager may be removed, with or without cause, by a Majority Vote of the Members; provided, however, that so long as EnerQuest and BMA are the sole Members, BMA may be removed a Manager only for Good Cause"; WHEREAS, the undersigned is the holder of a majority of the issued and outstanding Membership Interests of the Company such that an affirmative vote of the undersigned of its Membership Interest constitutes a Majority Vote; WHEREAS, the undersigned deems it advisable and in the best interest of the Company that BMA be removed as Manager of the Company; and WHEREAS, the undersigned has determined that Good Cause exists for the removal of BMA as Manager of the Company. NOW, THEREFORE, BE IT RESOLVED, that BMA is hereby removed as Manager of the Company for Good Cause. Election of Manager WHEREAS, Section 6.3 of the Company Agreement provides that "[i]n the event of the resignation or removal of a Manager, the Members shall select a replacement Manager through the Majority Vote of the Members"; Braxton Minerals III LLC - Written Consent of Members - Removal and Ele. WHEREAS, the undersigned is the holder of a majority of the issued and outstanding Membership Interests of the Company such that an affirmative vote of the undersigned of its Membership Interest constitutes a Majority Vote; and WHEREAS, the undersigned deems it advisable and in the best interest of the Company that EnerQuest Oil & Gas, L.L.C., an Oklahoma limited liability company ("EnerOuest"), be selected as replacement Manager of the Company. NOW, THEREFORE, BE IT RESOLVED, that EnerQuest 1s hereby elected as a Manager of the Company. General FURTHER RESOLVED, that this written consent is ordered to be filed with the minutes of the Members of the Company. EXECUTED as of the date first written above. ENERQUEST OIL & GAS, L.L.C., an Oklahoma limited liability company By: Name: Gregory Title: President 2 EXHIBIT 1F EnerQuest 0 I L & G A S, L. L. C. September 29, 2017 VIA FEDEX OVERNIGHT AND EMAIL Braxton Minerals-Appalachia, LLC Attn: Brad Ashburn 607 Bailey Ave. Fort Worth, Texas 76107 Attn: Scott Bauer 8851 Camp Bowie Blvd. West Fort Worth, Texas 76116 Email to: brad@postoakroyalty.com scott@braxtonenergy.com Re: Notice of Removal of Braxton Minerals- Appalachia, LLC, a Texas limited liability company ("BMA") as Manager of Braxton Minerals III, LLC, a Delaware limited liability company ("BMIII") and appointment of successor Manager Dear Brad and Scott: Reference is made to that certain letter dated August 9, 2017, from the undersigned on behalf ofEnerQuest Oil & Gas, L.L.C. ("EnerQuest") to you in your capacity as member-managers of BMA in its capacity as Manager of BMIII, a copy of which is enclosed herewith (such letter, the "Prior EQ Letter"). Reference is further made to that certain Limited Liability Company Agreement of BMIII dated November 12, 2015 (such agreement, the "BMIII Agreement"). Capitalized terms used in this letter not otherwise defined in this letter shall have the meanings assigned to them in the BMIII Agreement. As provided in the Prior EQ Letter, EnerQuest, as the majority Member of BMIII and pursuant to certain rights granted to EnerQuest in the BMIII Agreement, demanded BMA to take the following actions (collectively, the "EQ Demands"): 12368 Market Drive • Oklahoma City, OK 73114 phone 405.478.3300 • fax 405.478.3686 1. EnerQuest demanded that BMA in its capacity as Manager of BMIII comply with the provisions of the BMIII Agreement, including as it relates to, the proposal of a liquidator to carry out the diligent liquidation of BMIII. 2. EnerQuest demanded that BMA in its capacity as Manager of BMIII comply with the provisions of the BMIII Agreement as it relates to its obligation to prepare (or caused to be prepared) and provide EnerQuest certain information reports related to BMIII and its assets as more fully described in the Prior EQ Letter. 3. EnerQuest demanded that BMA in its capacity as Manager of BMIII work diligently with Antero to cause BMIII to be removed from suspense and the accrued and unpaid revenue to be paid to BMIII. In the Prior EQ Letter, EnerQuest demanded compliance with the above demands on or before September 10, 2017 (the "Compliance Deadline"). As of the Compliance Deadline, you have failed to provide any response to the Prior EQ Letter or the EQ Demands. Further, although, subsequent to the Compliance Deadline, you provided certain correspondence in response to the Prior EQ Letter, you have failed to take any material step towards satisfying the EQ Demands. Accordingly, and as provided in the Prior EQ Letter, EnerQuest believes that BMA's actions and/or omissions over the last several months may have constituted "Good Cause" as defined in the BMIII Agreement such that BMA may be removed as Manager of BMIII. Further to such belief and based on, among many things, BMA's failure to timely respond to the EQ Demands, EnerQuest has determined that Good Cause exists and has elected to remove BMA as Manager of BMIII and appoint itself as replacement Manager of BMIII effective as of the date of this letter. Enclosed with this letter is a copy of a Written Consent of Members of BMIII related to such removal and replacement which has been executed by EnerQuest in its capacity as majority Member (and constituting a Majority Vote) of BMIII. Very truly yours, ENERQUEST OIL & GAS, L.L.C., an Oklahoma limited liability company ~ ;J, ~ G~n President Enclosures EXHIBIT 2 400 White Oaks Boulevard Writer's Contact Information Bridgeport, WY 26330 (304) 933-8186 hank.lawrence@steptoe-johnson.com (304) 933-8000 (304) 933-8183 Fax www.steptoe-johnson.com February 23, 2018 Jeremy Black, Esquire McAfee & Taft 1oth Floor, Two Leadership Square 211 N. Robinson Oklahoma City, OK 73102 Re: Penn Investment Funds, LLC v. Braxton Energy, LLC, et al. Cause No. 141-290089-17 Dear Mr. Black: Antero Resources Corporation ("Antero") has retained this firm to seek the return of confidential and proprietary business records and trade secret information. We have recently learned that Scott Bauer and Brad Ashburn and their affiliated entities, including Braxton Minerals III, LLC, may have mineral title opinions prepared by Antero's counsel relating to properties owned by Braxton Minerals III, LLC. We also believe they may have shared Antero's Critical Date Report and SWN Defects June 2016 Acquisition Report with Braxton Minerals III, LLC and consequently EnerQuest Oil & Gas, LLC. Antero considers such records as confidential and proprietary business records and trade secrets. Antero has never consented to Mr. Bauer, Mr. Ashburn, or EnerQuest Oil & Gas, LLC's possession of such documents or information. If such information was provided to your client by a third party, that third party had no authorization to provide them. Antero demands the immediate return of all such information. Antero obtained the enclosed Temporary Injunction Order dated June 14, 2017, that restrains persons from divulging and/or communicating any trade secret documents of Antero. The Order also requires persons to provide notice to Antero of any reasonably identifiable confidential and proprietary trade secret documents of Antero in their possession and return same to Antero. The Temporary Injunction Order further requires persons to identify any individuals or entities to whom the parties have shared Antero's trade secret documents. Please advise if your client, EnerQuest Oil & Gas, LLC, has such information and, if so, please return such information to me as counsel for Antero and verify that EnerQuest Oil & Gas, LLC has not retained copies. Please further advise whether EnerQuest Oil & Gas, LLC is aware of any third parties to whom such information has been disseminated and the identity of such third parties. We are aware of the proposed sale by Braxton Minerals III, LLC of its mineral interests in West Virginia. Antero requests that you verify that EnerQuest Oil & Gas, LLC and Braxton Minerals III, LLC have not shared such confidential and proprietary records and trade secrets with any prospective purchasers of such interests. If EnerQuest Oil & Gas, LLC does not possess such information, please verify this to me. We ask for your response by 5:00 p.m. EST on Monday, February 26, 2018. Antero will pursue all legal remedies to . T ETlR AL EX' West Virginia • Ohio • Kentucky • Pennsylvania • Texas • Colorado • . . .... tr ,,,. lo11•.:,..,,...'".1- Jeremy Black, Esquire February 23, 2018 Page2 obtain the return of this information and to insure no further dissemination of such information. In addition, Antero will seek recovery for any damages arising from the use or disclosure of such information. Should you have questions regarding the foregoing, please do not hesitate to contact me. Very truly yours, W. Henry Lawrence WHL/cee Enclosure 7943961 .1 CAUSE NO. 141-290089-17 PENN INVESTMENT FUNDS, LLC, § IN THE DISTRIC'i"' Plaintiff § § ANTERO RESOURCES CORPORATION, § Intervenor § § vs. § § BRAXTON ENERGY, LLC, § TARRANT COUNTY, TEXAS BRAXTON ACQUISITIONS, LLC, § BRAXTON MINERALS II, LLC, § ROBERT SCOTT BAUER, JOHN § BRADLEY ASHBURN, MICHAEL § FISHER, MAEGEN FISHER, M&M § CONSULTING and KELLY O'CONNOR § Defendants § 141 st JUDICIAL DISTRICT TEMPORARY INJUNCTION ORDER AND ORDER SETTING TRIAL On the 14th day of June, 2017, the Application for a Temporary Injunction of Intervenor, ANTERO RESOURCES CORPORATION ("ANTERO"), was heard before this Court. After considering ANTERO's Application, the pleadings, the evidence presented, and arguments of counsel, the Court finds that ANTERO'S Application should be GRANTED. The Court's reasons for ordering the Temporary Injunction are its findings that: 1. ANTERO is engaged in the business of oil and gas exploration and production from wells located in West Virginia. 2. On or about May 22, 2017, ANTERO learned of Plaintiff's and Defendants' possession of confidential and proprietary business records and trade secret information by electronic communication from Texhoma Land Consultants ("TEXHOMA"). Such electronic communication contained a Demand for Preservation of Evidence dated May 20, 2017, from Plaintiffs counsel to TEXHOMA. TEXHOMA is the land agent of ANTERO. Page 1 of I) 7 3. In response to ANTERO'S request that the parties identify any trade secre.t documents in their possession, Plaintiff's counsel identified portions of ANTERO'S Critical Date Report dated November 15, 2016, and a portion of ANTERO'S SWN June 2016 Acquisition Defects report. (See text message exchange produced by Plaintiff and bates labeled . ct. ci ..vi ,+~ c.ci lte..t-+;tt..l '1 a..s. ~ \...,'\\ ?r~ PENN000212 whi ch included two photographs that are ttttttehed to t:bis Order ll'llde~l j_ ~d ~) . In addition, Plaintiff's counsel identified ANTERO'S Title Opinions I '1 Nos. 1522, 1914, and 2894 pertaining to ANTERO'S drilling units in West Virginia. (See documents produced by Plaintiff and bates labeled PENN000407-000557). ANTERO'S Critical Date Reports, SWN June 2016 Acquisition Defects report, Title Opinions, and other similar documents/reports are highly confidential and proprietary information containing trade secrets (''Trade Secret Documents"). 4. ANTERO's Critical Date Reports reflect the status of ANTERO's well activities in West Virginia including, among other data, the dates of drilling and dates for first gas and oil sales from the wells. ANTERO's SWN June 2016 Acquisition Defects report reflects due diligence conducted by ANTERO as part of its proposed acquisition of West Virginia leases from SWN Energy Services Company, LLC. Such report identifies leases ANTERO proposed to acquire from SWN Energy Services Company, LLC. Finally, ANTERO's Title Opinions were prepared by ANTERO's counsel to reflect the ownership of minerals and the rights to develop such minerals for properties in West Virginia. 5. ANTERO has never consented to possession of such Trade Secret Documents by the Plaintiff or any of the Defendants. ANTERO made a reasonable effort to keep such documents secret, and the information is generally unknown to and not readily ascertainable by third parties. ANTERO maintains these Trade Secret Documents on its computer server. Access Page 2of., 7 to such documents is limited to ANTERO employees and its land agents through TEXHOMA. Access is password protected. TEXHOMA's contracts with landmen and others included confidentiality provisions preventing the personal use and disclosure of ANTERO's confidential documents and information. 6. ANTERO utilizes said Critical Date Reports, the SWN June 2016 Acquisition Defects report, and Title Opinions to plan and conduct its exploration and production operations, as well as its acquisition of mineral interests. ANTERO will be irreparably injured pursuant to the Texas Uniform Trade Secrets Act because ANTERO's confidential and proprietary trade- secret documents and information are already in the possession of Plaintiff and Defendants and will most likely be disseminated to and utilized by third parties to gain an unfair market advantage in relation to surface and mineral real property interest rights thereby disrupting ANTERO's business operations and jeopardizing ANTERO's confidential information, employment relations, existing and prospective business relationships, reputation, and goodwill. Such damages to ANTERO are not easily calculable and cannot be measured by a certain standard. 7. The harm to ANTERO is imminent and irreparable. Because the Texas Uniform Trade Secrets Act has a specific provision for an injunction for its enforcement, no showing of inadequate remedy at law is required to have injunctive relief granted to enforce the TUTSA. Regardless of the necessity of proving irreparable harm, the only adequate remedy would be to immediately enjoin Plaintiff and Defendants from disseminating or using ANTERO's Trade Secret Documents pending the outcome of ANTERO's claims. IT IS THEREFORE ORDERED, ADJUDGED and DECREED that Plaintiff, PENN INVESTMENT FUNDS, LLC, and Defendants, BRAXTON ENERGY, LLC, BRAXTON ACQUISITIONS, LLC, BRAXTON MINERALS II, LLC, ROBERT SCOIT BAUER, JOHN BRADLEY ASHBURN, MICHAEL FISHER, MAEGEN FISHER, M&M CONSULTING AND KELLY O'CONNOR, as well as Plaintiffs and Defendants' agents, servants, employees, successors, assigns, and attorneys are hereby immediately restrained from divulging, revealing, describing, summarizing, quoting, transmitting, communicating or using outside this Lawsuit or related lawsuit any and all Trade Secret Documents and/or infonnation of Intervenor, ANTERO RESOURCES CORPORATION, including but not limited to: 1. Critical Date Reports; 2. The SWN June 2016 Acquisition Defect report; and 3. Real Property Title Opinions prepared by ANTERO's attorneys. This Court further ORDERS Plaintiff, PENN INVESTMENT FUNDS, LLC, and Defendants, BRAXTON ENERGY, LLC, BRAXTON ACQUISITIONS, LLC, BRAXTON MINERALS II, LLC, ROBERT SCOIT BAUER, JOHN BRADLEY ASHBURN, MICHAEL FISHER, MAEGEN FISHER, M&M CONSULTING AND KELLY O'CONNOR, to produce to ANTERO within three (3) days of the date of this Order any and all documents previously exchanged between the parties through the discovery process (unless already done so pursuant to the June 5, 2017 Temporary Restraining Order) so that ANTERO may review same and designate any of such documents as "PROTECTED" and thereby subject to the tenns and conditions of the Agreed Protective Order entered on May 18, 2017 in this Lawsuit. Plaintiff and Defendants must also comply with the Texas Rules of Civil Procedure and provide ANTERO with copies for review of any documents produced after the date of this Order. In addition, the tenns of this Comt's previously issued Order Granting Level III Discovery Control Plan regarding the discovery of electronic information continue to apply. Page 4 of I 7 Pursuant to Section 134A.003(c) of the Texas Uniform Trade Secrets Act, IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff, PENN INVESTMENT FUNDS, LLC, and Defendants, BRAXTON ENERGY, LLC, BRAXTON ACQUISITIONS, LLC, BRAXTON MINERALS II, LLC, ROBERT SCOTT BAUER, JOHN BRADLEY ASHBURN, MICHAEL FISHER, MAEGEN FISHER, M&M CONSULTING AND KELLY O'CONNOR provide notice to ANTERO and all other parties within five (5) days of the date of this Order of any additional reasonably identifiable confidential and proprietary trade-secret documents of ANTERO in the actual or constructive possession of the parties (including their agents, servants, employees, successors, assigns, and attorneys) and return to ANTERO and their respective counsel any such reasonably identifiable confidential and proprietary trade-secret documents (unless already done so pursuant to the June 5, 2017 Temporary Restraining Order). The parties' obligation to comply with this paragraph remains in effect during the pendency of this temporary restraining order and any future temporary injunction/permanent injunction. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff, PENN INVESTMENT FUNDS, LLC, and Defendants, BRAXTON ENERGY, LLC, BRAXTON ACQUISITIONS, LLC, BRAXTON MINERALS II, LLC, ROBERT SCOTT BAUER, JOHN BRADLEY ASHBURN, MICHAEL FISHER, MAEGEN FISHER, M&M CONSULTING AND KELLY O'CONNOR provide ANTERO and all other parties within five (5) days of the date of this Order a list detailing any persons or entities to whom the parties shared ANTERO'S Trade Secret Documents or any additional reasonably identifiable confidential and proprietary trade-secret documents of ANTERO (unless already done so pursuant to the June 5, 2017 Temporary Restraining Order). Page S of I' 7 IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff, PENN INVESTMENT FUNDS, LLC, and Defendants, BRAXTON ENERGY, LLC, BRAXTON ACQUISITIONS, LLC, BRAXTON MINERALS II, LLC, ROBERT SCOTT BAUER, JOHN BRADLEY ASHBURN, MICHAEL FISHER, MAEGEN FISHER, M&M CONSULTING AND KELLY O'CONNOR maintain, preserve and not destroy, modify, alter, or misplace any and all computers, phones, tablets, servers, flash drives, memory cards, online cloud storage locations, and email systems that contain ANTERO'S Trade Secret Documents or any additional reasonably identifiable confidential and proprietary trade-secret documents of ANTERO until such can be secured through subpoena or deposition. These items must be preserved in their exact condition, without destruction or alteration of any kind in relation to Antero's Trade Secret Documents, intentional or unintentional. To the extent these devices must necessarily remain in use, the Plaintiff and Defendants must ensure that no destructive routines are allowed to run on these devices. Such destructive routines preclude the use of any programs, applications, routines, whether manually or automatically initiated, that have the ability to alter or destroy data of any kind. Examples, which are merely examples and not exhaustive, include defragmentation, cleaning programs of any kind, repair programs of any kind, and programs designed to destroy data of any kind. Plaintiffs and Defendants are required to actively prevent the alteration or destruction of any Trade Secret Document data on these devices, including data that they may not consider relative to this matter, because alteration or destruction of any kind can hamper the forensic recovery of data and other important and germane data artifacts. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that ANTERO's and DEFENDANT KELLY O'CONNOR'S respective counsels of record will execute and agree to Page 6 of Si 7 be bound by the terms of the Agreed Protective Order entered on May 18, 2017 in this Lawsuit or any subsequent amended Agreed Protective Order. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that trial of the merits in this cause is set for April 2, 2018. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this temporary injunction order shall not be effective unless and until ANTERO has filed an appropriate bond or cash deposit via personal ch~ck in lieu thereof in the amount of $ ,,//d!J' ~ 7~ Sent: Thursday, February 16, 2017 6:57 PM To: Greg Olson Subject: Re: WV aoi maps Hey Greg, I can send the drill schedule, but as of now, the dates on when mineral owners get paid is not something listed, the date of expected first production is, but we have in our order for payment, if a royalty check is received during our due diligence period, we don't close. We keep track of when checks are going out and I have a contact now that will let me know if a unit is in pay status. Jacob was asking me about the map today, He said should I take out what is in pay, I told him no bc you really want to see the area as whole, but we won't pay for anything that is in pay status and I confirm every acre before we buy with my contact at Antero. She keeps me up to date if a division order is about to be mailed and what goes into pay status to the mineral owner. I don't keep the drill schedule digital, I keep it on my person at all times, bc its one of my prize possessions. I don't have a scanner here that will feed that size paper, but I'll get it done tonight. Our deeds are clear on first production and Antero actually has instructed the division order department to star every Braxton deed and interest bc they know of our unique language. They actually complimented us on it. We've had two issues ever that have arisen, each where easy to handle, the deed was filed in between the last revision to interests and checks being cut, and that was when Brad filed some deeds later than the effective date, just didn't get them in for some reason, but in both instances, the landowners quickly returned the checks to Antero and Antero re-issued us checks. That won't happen with our filing system. I have a law firm that I have referred a lot of business to that has made their runners at my disposal. They have four offices, so I can have deeds filed same day every time, and I'm not waiting for a mailed deed, I am taking the deed in person. But before a single dollar exchanges, I will have confirmation from Antero, they give me weekly updates on what division orders are going out and what is going into pay. But they don't know the date that they are going to get cleared for pay until maybe two weeks out, but we know its usually 30 days from the division orders, so we stay just ahead of those so the division order comes to us. But as important, I make it part of an order for payment that they sign and I sign, that we are entitled to those royalties. But simple answer, I stay ahead of division orders and if they are sent, I confirm the hell out of the pay status. I won't miss on that, that is one thing I am very clear on makes the economics. So this is something I don't take chances on and will loop you in if the DO has been sent out. But we know who is getting paid and who isn't and keep a running list of every unit and have them prioritized based on dates as well. We keep track in about three different list that we cross reference, but most importantly we have it contracted and have updates from Antero. They can tell you as detailed of info as I had on the critical well status sheet, but they can't tell you that far out when they will pay. Kelly, the President of TEXHOMA said Antero wants them to be down to 6 months by the end of the year, Kelly said he needs more guys to reach that level consistently. Scott Bauer, CEO Braxton Energy, LLC (817) 698-0020 office (817) 905-7268 cell scott@braxtonenergy.com On Feb 16, 2017, at 5:42 PM, Greg Olson wrote: 1 Scott, could you send me the drill schedule? I’d like to see how the AOI wells are scheduled. Also, if a well has been drilled, how do we get comfortable with the notion that we’ll get paid back to date of first production. I’m putting the final touches on a proposed letter of intent but would like to address the matters before sending to you. Gregory W. Olson President EnerQuest Oil & Gas, LLC 12368 Market Drive Oklahoma City, OK 73114 (405) 478-3300 ext. 101 From: Matt Mollman Sent: Thursday, February 16, 2017 2:19 PM To: Greg Olson Cc: Aaron Ivey Subject: FW: WV aoi maps Greg, Attached is a quick base map I put together using the information Jacob sent today. Please note the following: 1) The oil and gas well symbols are limited to active producing wells. 2) If the wellbore stick is straight it is just a permit or a well that has no directional data filed with the State. 3) If the wellbore stick is curved the well has been drilled and directional data is on file with the State. 4) If the wellbore stick does not have a gas well symbol at the end of it then the well was not an active producing well at the end of 2015. Matt From: Jacob Patrylick [mailto:Jacob.Patrylick@braxtonenergy.com] Sent: Thursday, February 16, 2017 11:32 AM To: Matt Mollman ; Scott Bauer ; Greg Olson Subject: Re: WV aoi maps Matt, To start, here are two shapes and a map. First are the units you request and second is a rough outline of the AOI we would like to present because not all of the unit declarations have been filed with the county. There are a few other company priority units based on drill dates. We are starting withe the Monroe as first focus area and the other sent are ares will be hitting very soon. https://www.dropbox.com/s/ksjyxk128u3xett/WV_Braxton_43x70_Enerquest_AOI_map .pdf?dl=0 2 WV_Braxton_43x70_Enerquest_AOI_map.pdf Right-click or tap and hold here to download pictures. To help protect y our privacy , O utlook prevented automatic download of this picture from the Internet. www.dropbox.com Shared with Dropbox Thanks, Jacob From: Matt Mollman Sent: Thursday, February 16, 2017 10:02:09 AM To: Jacob Patrylick; Scott Bauer; Greg Olson Subject: RE: WV aoi maps Jacob, I think we can get things moving along quicker if you could forward a shapefile that only contains the Units in the vicinity of where Scott is working with Greg to define an AOI for purchasing additional minerals. If you have any questions please give me a call. Matt Mollman Vice President EnerQuest Oil & Gas, LLC 12368 Market Dr Oklahoma City, OK 73114 Office: 405-478-3300 ext 102 3 Cell: 405-760-3896 From: Jacob Patrylick [mailto:Jacob.Patrylick@braxtonenergy.com] Sent: Monday, February 13, 2017 11:58 AM To: Scott Bauer ; Greg Olson ; Matt Mollman Subject: WV aoi maps Gentlemen, Here are links to aoi maps in West Virginia. Overview map is kinda large file. WV_Braxton_43x70_2+bcf_60k.pdf Smaller area maps WV_Braxton_13x19_Monroe_aoimap.pdf WV_Braxton_13x19_Noland_aoimap.pdf WV_Braxton_13x19_Hamilton_aoimap.pdf WV_Braxton_13x19_Davis_aoimap.pdf Best regards, Jacob 4 Exhibit 4 141-290089-17 CAUSE NO. 141-290089-17 PENN INVESTMENT FUNDS, LLC, § IN THE DISTRICT COURT OF Plaintiff § § ANTERO RESOURCES CORPORATION, § Intervenor § § VS. § § BRAXTON ENERGY, LLC, § BRAXTON ACQUISITIONS, LLC, § BRAXTON MINERALS II, LLC, § ROBERT SCOTT BAUER, JOHN § BRADLEY ASHBURN, MICHAEL § FISHER, MAEGEN FISHER AND § M&M CONSULTING, § § Original Defendants § 141st JUDICIAL DISTRICT § § AUSTIN FOX, JOE F. PENN JR., § BRAXTON MINERALS III, VENTURE § STRONG II LLC, POST OAK § APPALACHIA LLC, TURN 2 ENERGY § LLC, BRAXTON-MINERALS § APPALACHIA LLC, AND ENERGY § CORPORATION OF AMERICA, § ENERQUEST OIL & GAS, L.L.C., § § New Defendants. § TARRANT COUNTY, TEXAS INTERVENOR ANTERO RESOURCES CORPORATION’S FIRST SET OF INTERROGATORIES AND REQUESTS FOR PRODUCTION TO ENERQUEST OIL & GAS, L.L.C. TO: Defendant EnerQuest Oil & Gas, L.L.C., by and through its attorneys of record, Joseph M. Cox and Andrea D. Broyles, 1445 Ross Avenue, Suite 3800, Dallas, Texas 75202, and Spencer F. Smith, McAfee & Taft, 211 N. Robinson Ave. Oklahoma City, Oklahoma 73102. Pursuant to Rules 192, 196 and 197 of the Texas Rules of Civil Procedure, Antero Resources Corporation (“Antero”), Intervenor in the above-captioned case, serves upon Defendant EnerQuest Oil & Gas, L.L.C. (“EnerQuest”), the following interrogatories and requests for production, the answers to which shall be made under oath separately and fully in writing within thirty (30) days after the date of service of these interrogatories and requests for production and shall be given to the undersigned counsel of record. I. INSTRUCTIONS 1. Unless otherwise specified, produce all requested documents in your possession, custody, or control. Without limitation, a document is deemed to be in your control if you have the right to secure the document or a copy thereof from another person or public or private entity having actual possession thereof. Such documents include any documents that you do now or did at any time during the period covered by these requests maintain or keep in personal files, private papers, electronic storage or devices, homes, personal automobiles, or anywhere else on or off your premises. 2. If you have in your possession, custody, or control a copy of a requested document, but not an original, please so state and produce the copy. 3. In lieu of producing original documents which are in your possession, custody, or control, you may produce copies provided that the copies are accurate and complete copies of original documents and provided that the originals are preserved and made accessible upon request during this or any subsequent proceeding. 4. If any document is responsive to a request for production and was, but is no longer, in your possession or custody or subject to your control, state what disposition was made of it and why, who disposed of the document, and the date(s) (or approximate date(s)) on which the document was disposed. 5. If any request asks for documents that are no longer in existence, identify the request and, with respect thereto: a. identify all such documents; b. state the time period during which such documents were maintained; c. state the circumstances under which such documents ceased to exist; d. state the date when such documents ceased to exist; e. identify all persons having knowledge of the circumstances under which such documents ceased to exist; and f. identify all persons who have knowledge or had knowledge of the documents and the contents thereof. 2 6. If any documents called for in response to any of these requests were furnished in response to another of these requests, or in response to previous requests of any party to this action, they need not be furnished again. Indicate, however, what the documents are and pursuant to which of those requests they were produced. 7. For each document withheld under a claim of privilege, state: a. the name and title of the author(s); b. the name and title of the person(s) to whom a copy of the document was sent or to whom any part of the document or a copy was shown; c. the date of the document; d. the name and title of the person(s) to whom the document was addressed; e. the number of pages; f. a brief description of the subject matter; g. the nature of the privilege claimed; h. the facts that support such claim of privilege; and i. the request(s) to which the document is otherwise responsive. 8. When a person is referred to or identified in an answer to an interrogatory, or identified as a source or partial source of an answer, set forth with respect to each such person: (1) his or her full name, employer, and position at the time in question, (2) his or her present employer and position, and (3) his or her present business and home address. 9. When a corporation, firm or other entity is referred to or identified in an answer to an interrogatory, or as a source or partial source of an answer, set forth with respect to such entity: (1) the full name of such entity, and (2) the address of such entity. 10. When a document is referred to or identified in an answer to an interrogatory, or as a source or partial source of an answer, set forth with respect to such document: (1) the identity of each person who either wholly or in part originated, initialed, signed, prepared or revised (and if the same was done on behalf of any person, the identity of such person), or who is referred to in any way on the face or back of such document, (2) the date of such document, (3) the type of document, (4) any identifying numbers on the face or back of such document, (5) the substance of such document, (6) the identity and location of each person who has possession, custody or control over each copy of such document, including, if such person is not an individual, the person exercising such possession, custody or control on behalf of such, and if such document has been destroyed or otherwise disposed, identify as herein required each person who destroyed or otherwise disposed of such document or who directed or participated in such destruction or other disposal of such document, and (7) if any document ever existed which referred or related to such 3 document, identify as herein required each such document which referred or related to such document. 11. Wherever an oral communication is referred to or identified in answer to any interrogatory, or as a source or partial source of an answer: (1) identify each person participating in or present during all or part of such oral communication and specify the date, time of day and duration of such oral communication, (2) state whether such oral communication took place in a face-to-face meeting or by means of a telephone, radio or other means of communication, (3) state the substance of what was said by each person during such oral communication, and (4) identify each document relating or referring to such oral communication. 12. With respect to and as part of the answer to each interrogatory, state whether the answer is given upon personal knowledge and, if so, identify each person upon whose knowledge the answer is given. If any answer is not given upon personal knowledge, identify the source of the information and belief. If any answer is based upon documents, identify each such document. If any answer is based upon oral communications, identify each such oral communication. 13. All interrogatories herein are continuing and are to be supplemented to the fullest extent required by the Texas Rules of Civil Procedure. Intervenor reserves the right to serve further interrogatories. 14. If you are asked to identify a document or an oral communication and object to identifying or to describing the document or oral communication because it allegedly constitutes privileged matter or work product, or is otherwise allegedly protected from discovery, you must still identify the document or oral communication in accordance with the definitions and instructions herein, except that instead of fully describing the substance of the document or oral communication for which privileged is claimed, you must describe the subject of the document or oral communication to the fullest extent consistent with the privilege or protection claimed, and you must hold the document or evidence of such oral communication subject to the further orders of the Court. II. DEFINITIONS 1. “Antero” and “Intervenor” shall mean Intervenor, Antero Resources Corporation. 2. “BMA” means Braxton Minerals-Appalachia LLC and any of its employees, officers, directors, agents, or contractors. 3. “BMII” means Braxton Minerals II and any of its employees, officers, directors, agents, or contractors. 4. “BMIII” means Braxton Minerals III and any of its employees, officers, directors, agents, or contractors. 5. “Communication” means a transmission from one person to another or in the presence of another, whether written, oral, telephonic, electronic or by any other means, including text messages. 4 6. “Defendants” shall mean Braxton Energy, LLC, Braxton Acquisitions, LLC, Braxton Minerals II, LLC, Robert Scott Bauer, John Bradley Ashburn, Michael Fisher, Maegan Fisher, M&M Consulting, Kelly O’Connor, Austin Fox, Joe F. Penn Jr., Braxton Minerals III, Venture Strong II LLC, Post Oak Appalachia LLC, Turn 2 Energy LLC, Braxton-Minerals, Appalachia LLC, Energy Corporation of America, EnerQuest, and any other persons or entities acting or purporting to act on their respective behalf. 7. “Document” means any printed, type-written or handwritten instrument of whatever character where the physical expression of any means of storage of information and includes, without limitation, any correspondence, memorandum, agreement, letter, hand or type written note, computer printout, computer tape, microfilm, microfiche, tape recording, photograph, motion picture, plat, diagram, survey, voice tapes, recordings, computer information, including but not limited to the text of e-mails, and other items of a similar nature, originals and non-identical copies and where originals and/or non-identical copies are in existence, a copy of the original and copy of all non-identical copies. 8. “Identify” means the following unless additional information is requested in a given interrogatory: a. With respect to a natural person, “identify” means to state the person’s full name, present employer, title, job description, business and home addresses and telephone numbers, and the person’s relationship, if any, with any party to this action; b. With respect to a person other than a natural person including any business entity, “identify” means to include its name, its address “all business addresses,” its date and place of formation, the type of legal entity which it is, and its chief executive officer; c. With respect to a “document,” “identify” means to state its title, date, author, addressee, recipient, subject matter or general nature, present location and custodian. Such documents shall be so identified whether or not the documents are in the possession of you or your attorney and whether or not the document is privileged; and d. With respect to oral statements or communications, identification means to state the maker, recipient, the date made, the place made, the persons present when the communication was made, the mode of communication, the subject matter, and the date of the communication. 9. “Person” means the plural as well as the singular and includes, without limitation, any natural person as well as any firm, corporation, unincorporated association, partnership of any kind, or any other form of legal entity unless the context clearly indicates otherwise. 10. The “Lawsuit” means the case styled Cause No. 141-290089-17; Penn Investment Funds, LLC, Plaintiff and Antero Resources Corporation, Intervenor v. Braxton Energy, LLC, et al.; in the 141st Judicial District Court of Tarrant County, Texas. 11. “Trade Secret Documents” means: a. Antero’s Critical Date Report dated November 15, 2016; 5 b. Any other Antero Critical Date Reports; c. The SWN June 2016 Acquisition Defects Report; d. Real Property Title Opinions prepared by Antero’s attorneys; e. All other documents setting forth Antero’s plans to drill wells, operate wells, form units, or acquire oil and gas interests; f. All other forms and types of information, including business, scientific, technical, economic, or engineering information, and any formula, design, prototype, pattern, plan, compilation, program device, program, code, device, method, technique, process, procedure, financial data, or list of actual or potential customers or suppliers, whether tangible or intangible and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, created by or for Antero or its agents, attorneys, contractors, or similar personnel, not generally known or readily ascertainable through proper means by persons other than Antero and Texhoma Land Consultants I, Inc. 12. “Texhoma” means Texhoma Land Consultants I Inc. and any of its employees or contractors. 13. “Trade Secret Information” means any information embodied in a Trade Secret Document. 14. “You” or “Your” shall mean EnerQuest (together with its respective agents, employees, attorneys, affiliates, members, officers, directors, predecessors, successors, assigns, and any other person or entity acting or purporting to act on behalf of any of them) answering Antero’s written discovery requests. III. INTERROGATORIES INTERROGATORY NO. 1 Identify any and all persons who have knowledge of EnerQuest’s contacts with the State of Texas, including, but not limited to, persons located in or residents of the State of Texas. ANSWER: INTERROGATORY NO. 2 Identify any and all persons who have knowledge of EnerQuest’s contacts with Bauer, Ashburn, BMA, BMII, or BMIII. ANSWER: 6 INTERROGATORY NO. 3 If you contend that this lawsuit should be dismissed for want of jurisdiction pursuant to a special appearance by you, please identify any facts, documents, and/or witnesses that support your contention. ANSWER: INTERROGATORY NO. 4 State the times, sources, and means by which you obtained possession of each of the Trade Secret Documents, including identification of all agents, employees, or other individuals affiliated with you who obtained or viewed such Trade Secret Documents. ANSWER: INTERROGATORY NO. 5 State the times, sources, and means by which you conveyed to any other person any Trade Secret Document, or any Trade Secret Information. ANSWER: IV. REQUESTS FOR PRODUCTION REQUEST FOR PRODUCTION NO. 1 Produce any Trade Secret Documents still in your possession. RESPONSE: REQUEST FOR PRODUCTION NO. 2 Produce any and all documents that relate to the formation of BMIII, including, but not limited to, discussions of potential members, employees, agents, office locations, and business to be conducted by BMIII. RESPONSE: 7 REQUEST FOR PRODUCTION NO. 3 Produce all communications received from or sent to any person or location in Texas relating to the formation of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 4 Produce all communications received from or sent to any person or location in Texas relating to the business activities or prospective business activities of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 5 Produce all communications received from or sent to any person or location in Texas relating to the leasing activities or prospective leasing activities of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 6 Produce all communications received from or sent to any person or location in Texas relating to Antero’s leasing, production, operations, plans, or business in West Virginia. RESPONSE: REQUEST FOR PRODUCTION NO. 7 Produce all communications received from or sent to any person or location in Texas relating to EnerQuest’s investment or potential investment in the ownership or leasing of any oil and gas interests located in units operated, to be operated, drilled, or to be drilled by Antero. RESPONSE: REQUEST FOR PRODUCTION NO. 8 Produce any and all communications with Robert Scott Bauer. RESPONSE: 8 REQUEST FOR PRODUCTION NO. 9 Produce any and all communications with John Bradley Ashburn. RESPONSE: REQUEST FOR PRODUCTION NO. 10 Produce any and all communications with Austin Fox, Kelly O’Connor, or any other person employed by Texhoma Land Consultants I Inc. RESPONSE: REQUEST FOR PRODUCTION NO. 11 Produce all documents relating to payments made by EnerQuest to any person or entity located in Texas or organized under the laws of the State of Texas for the purpose of acquiring or leasing oil and gas interests located in units operated, to be operated, drilled, or to be drilled by Antero (regardless of what entity would hold those minerals or leases). RESPONSE: REQUEST FOR PRODUCTION NO. 12 Produce all documents relating to BMIII’s sale of West Virginia oil and gas properties. RESPONSE: REQUEST FOR PRODUCTION NO. 13 Produce all documents relating to EnerQuest’s awareness of, management of, or participation in BMIII’s sale of West Virginia oil and gas properties. RESPONSE: REQUEST FOR PRODUCTION NO. 14 Produce all communications with BMA. RESPONSE: 9 REQUEST FOR PRODUCTION NO. 15 Produce all documents you transmitted to or received from BMA. RESPONSE: REQUEST FOR PRODUCTION NO. 16 Produce all documents in your possession, custody, or control relating to Texhoma Land Consultants I Inc. RESPONSE: REQUEST FOR PRODUCTION NO. 17 Produce all documents in your possession, custody, or control transmitted to or received from Texhoma Land Consultants I Inc. RESPONSE: REQUEST FOR PRODUCTION NO. 18 Produce any and all documents related to the locations and/or residences of all members, directors, officers, employees, and agents of EnerQuest. RESPONSE: REQUEST FOR PRODUCTION NO. 19 Produce any and all documents related to the locations and/or residences of all members, directors, officers, employees, and agents of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 20 Produce any and all documents that relate to any offices owned, maintained, or used, in the State of Texas, by or on behalf of EnerQuest. RESPONSE: 10 REQUEST FOR PRODUCTION NO. 21 Produce any and all documents that relate to any offices owned, maintained, or used, in the State of Texas, by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 22 Produce any and all documents that relate to business conducted in the State of Texas by or on behalf of EnerQuest, including, but not limited to, contacts with Bauer, Ashburn, BMA, or BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 23 Produce any and all documents that relate to business conducted in the State of Texas by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 24 Produce any and all documents that relate to records or documents, owned or maintained by or on behalf of EnerQuest that are located in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 25 Produce any and all documents that relate to records or documents, owned or maintained by or on behalf of BMIII that are located in the State of Texas RESPONSE: REQUEST FOR PRODUCTION NO. 26 Produce documents sufficient to identify all property owned in the State of Texas by or on behalf of EnerQuest, including any oil and gas wells operated by EnerQuest. RESPONSE: 11 REQUEST FOR PRODUCTION NO. 27 Produce documents sufficient to identify all property owned in the State of Texas by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 28 Produce any and all documents that relate to bank accounts maintained in the State of Texas by or on behalf of EnerQuest. RESPONSE: REQUEST FOR PRODUCTION NO. 29 Produce any and all documents that relate to bank accounts maintained in the State of Texas by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 30 Produce any and all documents that relate to mailing addresses or telephone numbers maintained in the State of Texas by or on behalf of EnerQuest. RESPONSE: REQUEST FOR PRODUCTION NO. 31 Produce any and all documents that relate to mailing addresses or telephone numbers maintained in the State of Texas by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 32 Produce any and all documents that relate to agents for service of process maintained in the State of Texas by or on behalf of EnerQuest. RESPONSE: 12 REQUEST FOR PRODUCTION NO. 33 Produce any and all documents that relate to agents for service of process maintained in the State of Texas by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 34 Produce any and all documents that relate to any correspondence, e-mails, or phone calls to or from a person located in the State of Texas by or on behalf of EnerQuest. RESPONSE: REQUEST FOR PRODUCTION NO. 35 Produce any and all documents that relate to trips by or on behalf of EnerQuest to the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 36 Produce any and all documents that relate to meetings conducted by or on behalf of EnerQuest in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 37 Produce any and all documents that relate to meetings conducted by or on behalf of BMIII in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 38 Produce any and all documents that relate to the purchase or sale of any goods or services by or on behalf of EnerQuest in the State of Texas. RESPONSE: 13 REQUEST FOR PRODUCTION NO. 39 Produce any and all documents that relate to the purchase or sale of any goods or services by or on behalf of BMIII in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 40 Produce any and all documents that relate to advertisements or marketing done by or on behalf of EnerQuest in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 41 Produce any and all documents that relate to advertisements or marketing done by or on behalf of BMIII in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 42 Produce any and all documents that relate to the solicitation of business or employees conducted by or on behalf of EnerQuest in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 43 Produce any and all documents that relate to the solicitation of business or employees conducted by or on behalf of BMIII in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 44 Produce any and all documents that relate to any contracts entered into by or on behalf of EnerQuest with any resident of or Person located in the State of Texas. RESPONSE: 14 REQUEST FOR PRODUCTION NO. 45 Produce any and all documents that relate to any contracts entered into by or on behalf of BMIII with any resident of or person located in the State of Texas. RESPONSE: REQUEST FOR PRODUCTION NO. 46 Produce any and all documents that relate to taxes paid to any governmental entity in the State of Texas by or on behalf of EnerQuest. RESPONSE: REQUEST FOR PRODUCTION NO. 47 Produce any and all documents that relate to taxes paid to any governmental entity in the State of Texas by or on behalf of BMIII. RESPONSE: REQUEST FOR PRODUCTION NO. 48 Produce any and all documents that relate to lawsuits filed in the State of Texas (other than the instant suit) in which EnerQuest is a party or named third-party. RESPONSE: REQUEST FOR PRODUCTION NO. 49 Produce any and all documents that relate to lawsuits filed in the State of Texas (other than the instant suit) in which BMIII is a party or named third-party. RESPONSE: REQUEST FOR PRODUCTION NO. 50 If you contend that access to sources of proof will be easier if this lawsuit is tried in Oklahoma, please produce any and all documents that support that contention. RESPONSE: 15 REQUEST FOR PRODUCTION NO. 51 If you contend that the costs of securing the presence of willing witnesses will be lower if this lawsuit is tried in Oklahoma, please produce any and all documents that support that contention. RESPONSE: REQUEST FOR PRODUCTION NO. 52 If you contend that compulsory process will be available to secure the attendance of unwilling witnesses if this lawsuit is tried in Oklahoma, please produce any and all documents that support that contention. RESPONSE: REQUEST FOR PRODUCTION NO. 53 If you contend that the administrative burden of this lawsuit on a court in Oklahoma would be less than the burden on a court in Texas, please produce any and all documents that support that contention. RESPONSE: REQUEST FOR PRODUCTION NO. 54 Produce any and all documents that Gregory W. Olson relied upon or consulted when he provided the affidavit attached to EnerQuest’s Special Appearance. RESPONSE: 16 Respectfully submitted, STEPTOE & JOHNSON PLLC By: /s/ Jason R. Grill Jason R. Grill State Bar No. 24002185 jason.grill@steptoe-johnson.com W. Henry Lawrence WV State Bar No. 2156 10001 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 281.203.5700 281.203.5701 (facsimile) VINSON & ELKINS LLP By: /s/ Phillip B. Dye Phillip B. Dye, Jr. State Bar No. 06311500 pdye@velaw.com Jason M. Powers State Bar No. 24007867 jpowers@velaw.com Caroline C. Stewart State Bar No. 24098477 cstewart@velaw.com 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 713.758.2222 713.758.2346 (facsimilie) ATTORNEYS FOR INTERVENOR 17 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded to all parties listed below via E-service and/or via facsimile, on this the 25th day of April, 2018: Via E-Service: ghamm@hammfirm.com Via E-Service: apennington@phblaw.com Gene A. Hamm, II H. Allen Pennington, Jr. The Hamm Firm Matthew D. Germany 1333 W. McDermott, Suite 200 Pennington Hill, LLP Allen, Texas 75013 Tindall Square – Warehouse No. 3 Attorney for Plaintiff, Penn 509 Pecan Street, Suite 101 Investment Funds, LLC and New Defendants Fort Worth, Texas Venture Strong II, LLC and Joe F. Penn Jr. Attorneys for Defendants John Bradley Ashburn and New Defendant Post Oak Appalachia, LLC Via E-Service: Via E-Service: avery@averymcdaniel.com mhassett@tarrantbusinesslaw.com Avery McDaniel Michael Hassett Law Office of Avery McDaniel Jones Hassett, PC 1205 N. Main Street 440 North Center Fort Worth, Texas 76164 Arlington, Texas 76011 Attorney for Braxton Minerals II, LLC Attorney for Defendants Michael Fisher, Maegan Fisher and M&M Consulting Via E-Service: Scott@braxtonenergy.com Via E-Service: awoodward@hrepc.com R. Scott Bauer C. Andrew Woodward 8851 Camp Bowie Boulevard W Holman Robertson Eldridge Suite 200 8226 Douglas Ave., Suite 550 Fort Worth, Texas 76116 Dallas, Texas 75225 Attorney for Braxton Acquisitions, LLC; Attorney for Kelly O’Connor Braxton Energy, LLC and R. Scott Bauer Via E-Service: rolandjohnson@hfblaw.com Via E-Service: joe.cox@bracewell.com Roland K. Johnson Joseph M. Cox and Andrea D. Broyles Harris, Finley & Bogle, PC 1445 Ross Avenue, Suite 3800 777 Main Street, Suite 1800 Dallas, Texas 75202 Fort Worth, Texas 76102 Spencer F. Smith Attorney for Energy Corporation of America McAfee & Taft 211 N. Robinson Ave. Oklahoma City, Oklahoma 73102. Attorneys for EnerQuest Oil & Gas, L.L.C. Via E-Service: jnt@turnerandallen.com Via E-Service: cd@peebleslaw.com Jess N. Turner, III C.D. Peebles Turner & Allen, P.C. The Peebles Law Firm P.O. Box 930 1604 Devon Court Graham, Texas 76450 Southlake, TX 76092 Attorney for Turn 2 Energy, LLC Attorney for Austin Fox Via E-Service: brad@postoakroyalty.com Brad Ashburn 100 N. Forest Park Blvd., Suite 201 Fort Worth, Texas 76102 Attorney for Braxton Minerals-Appalachia, LLC _/s/ Caroline C. Stewart_________________ CAROLINE C. STEWART EXHIBIT C 141-290089-17 FILED TARRANT COUNTY CAUSE NO. 141-290089-17 4/26/2018 4:52 PM THOMAS A. WILDER DISTRICT CLERK PENN INVESTMENT FUNDS, LLC, ) IN THE DISTRICT COURT OF Plaintiff, ) ) ANTERO RESOURCES CORPORATION, ) Intervenor, ) TARRANT COUNTY, TEXAS ) vs. ) ) BRAXTON ENERGY, LLC, et al., ) Defendants. ) 141ST JUDICIAL DISTRICT NOTICE OF HEARING Please take notice that Defendant EnerQuest Oil & Gas, L.L.C.’s Special Appearance to Object to Personal Jurisdiction dated April 18, 2018 is set for hearing on Wednesday, May 9, 2018 at 1:30 p.m. in the 141st District Court for Tarrant County, located at 100 N. Calhoun Street, Fort Worth, Texas 76196. Respectfully submitted, BRACEWELL LLP By: /s/ Joseph M. Cox Joseph M. Cox State Bar No. 04950200 Joe.Cox@bracewell.com Andrea D. Broyles State Bar No. 24082744 Andrea.Broyles@bracewell.com 1445 Ross Avenue, Suite 3800 Dallas, Texas 75202 Telephone: (214) 468-3800 Facsimile: (800) 404-3970 - and – Spencer F. Smith State Bar No. 24008625 MCAFEE & TAFT A Professional Corporation Tenth Floor, Two Leadership Square 211 N. Robinson Ave. Oklahoma City, Oklahoma 73102-7103 spencer.smith@mcafeetaft.com Attorneys for Defendant EnerQuest Oil & Gas, L.L.C. #5689156 Certificate of Service I hereby certify that on April 26, 2018, a true and correct copy of the foregoing document was served on the following counsel of record in accordance with the Texas Rules of Civil Procedure: Jason R. Grill Phillip B. Dye, Jr. W. Henry Lawrence Caroline C. Stewart Steptoe & Johnson PLLC Vinson & Elkins LLP 10001 Woodlock Forest Drive, Suite 300 1001 Fannin Street, Suite 2500 The Woodlands, Texas 77380 Houston, Texas 77002-6760 jason.grill@steptoe-johnson.com pdye@velaw.com hank.lawrence@stptoe-johnson.com cstewart@velaw.com Attorneys for Intervenor Antero Resources Attorneys for Intervenor Antero Resources Corporation Corporation Gene A. Hamm, II H. Allen Pennington, Jr. The Hamm Firm Matthew D. Germany 1333 W. McDermott, Suite 200 Pennington Hill, LLP Allen, Texas 75013 Tindall Square-Warehouse No. 3 ghamm@hammfirm.com 509 Pecan Street, Suite 101 Attorney for Plaintiff Penn Investment Fort Worth, Texas 76102 Funds, LLC, Joe F. Penn Jr., and Venture apennington@phblaw.com Strong II, LLC Attorneys for Defendant John Bradley Ashburn and Post Oak Appalachia, LLC Michael Hassett Avery McDaniel Jones Hasset, PC Law Office of Avery McDaniel 440 North Center 1205 N. Main Street Arlington, Texas 76011 Fort Worth, Texas 76164 mhasset@tarrantbusinesslaw.com avery@avrymcdaniel.com Attorney for Defendants Michael Fisher, Attorney for Braxton Minerals II, LLC Maegan Fisher, and M&M Consulting R. Scott Bauer C. Andrew Woodward 8851 Camp Bowie Boulevard W Holman Robertson Eldridge Suite 200 8226 Douglas Ave., Suite 550 Fort Worth, Texas Dallas, Texas 75225 scott@braxtonenergy.com awoodward@hrepc.com Attorney for Braxton Acquisitions, LLC, Attorney for Kelly O’Connor Braxton Energy LLC, and himself Roland K. Johnson Charles W. Sartain Harris, Finley & Bogle, P.C. Gray Reed & McGraw 777 Main Street, Suite 1800 1601 Elm Street, Suite 4600 Fort Worth, Texas 76102 Dallas, Texas 75201 rolandjohnson@hfblaw.com Attorneys for Global Oil and Gas Fields Attorneys for Energy Corporation of America /s/ Joseph M. Cox Joseph M. Cox 2 #5689156 EXHIBIT D CAUSE NO. 141-290089-17 PENN INVESTMENT FUNDS, LLC, ) IN THE DISTRICT COURT OF Plaintiff, ) ) ANTERO RESOURCES CORPORATION, ) Intervenor, ) TARRANT COUNTY, TEXAS ) vs. ) ) BRAXTON ENERGY, LLC, et al., ) Defendants. ) 141ST JUDICIAL DISTRICT DEFENDANT BRAXTON MINERALS III, LLC’S SPECIAL EXCEPTIONS AND ORIGINAL ANSWER Defendant Braxton Minerals III, LLC (“BMIII”) hereby files its Special Exceptions and Original Answer to the Amended Petition in Intervention and Application for Temporary and Permanent Injunction (“Amended Petition in Intervention”) of Intervenor Antero Resources Corporation (“Antero”), and would respectfully show the Court as follows: I. SPECIAL EXCEPTIONS 1. Antero’s Amended Petition in Intervention includes a variety of vague, ambiguous, and generally stated allegations that do not meet these requirements, and wholly lacks any allegations of wrongdoing on the part of BMIII. Pursuant to Rule 91 of the Texas Rules of Civil Procedure, BMIII specially excepts to Antero’s claims for Trade Secret Misappropriation, Conspiracy, and Aiding and Abetting. Texas follows the “fair notice” standard for pleading, which looks at whether the opposing party can ascertain from the pleadings the nature and basic issues of the controversy and what testimony will be relevant. Horizon/ CMS Healthcare Corp. v. Auld, 34 S.W.3d 887, 896 (Tex. 2000). If a plaintiff pleads a cause of action in general terms, the defendant may file special exceptions to require the plaintiff to plead specifically. See Subia v. Tex. Dept. of Human Servs., 750 S.W.2d 827, 829 (Tex. App.—El Paso 1988, no writ). DEFENDANT BRAXTON MINERALS III, LLC’S Page 1 SPECIAL EXCEPTIONS AND ORIGINAL ANSWER #5692762 2. In the Amended Petition in Intervention, Antero has failed to identify any wrongful conduct by BMIII that injured Antero or caused Antero to incur damages. In fact, BMIII is only mentioned in eight (8) paragraphs throughout the Amended Petition in Intervention, related to the following subject matters: (a) Robert Scott Bauer identified certain Antero Title Opinions in his possession or that were obtained from John Bradley Ashburn, and those title opinions related to mineral properties acquired by BMIII; (b) BMIII’s membership structure and the current dispute between the members related to management of the company; and (c) EnerQuest Oil and Gas, LLC has advertised BMIII’s assets for sale. See Amended Petition in Intervention ¶¶ 38, 40, 42– 46, 62. Absent from the Amended Petition in Intervention is any alleged wrongful conduct by BMIII; instead, Antero has alleged conduct of third parties or information completely irrelevant to the elements of any of Antero’s causes of action. As a result of Antero’s vague, ambiguous, and general pleading, BMIII cannot ascertain from the Amended Petition in Intervention which causes of action Antero is pursuing against BMIII, or even what conduct of BMIII Antero alleges is wrongful. Accordingly, Antero should be required to re-plead and provide sufficient information to give BMIII “fair notice” of the causes of action asserted. II. GENERAL DENIAL 3. Pursuant to Rule 92 of the Texas Rules of Civil Procedure, BMIII denies each and every allegation in Antero’s Amended Petition in Intervention and demands strict proof thereof by a preponderance of the evidence. III. AFFIRMATIVE DEFENSES 4. Antero’s claims are barred, in whole or in part, due to the failure to state a claim upon which relief may be granted. 5. Antero’s claims are barred, in whole or in part, by virtue of the doctrine of waiver. DEFENDANT BRAXTON MINERALS III, LLC’S Page 2 SPECIAL EXCEPTIONS AND ORIGINAL ANSWER #5692762 6. Antero’s claims are barred, in whole or in part, by virtue of the doctrine of estoppel. 7. Antero’s claims are barred, in whole or in part, by virtue of the statute of limitations doctrine. IV. REQUEST FOR DISCLOSURE 8. Pursuant to Rule 194 of the Texas Rules of Civil Procedure, BMIII requests that Antero disclose, within thirty (30) days of service of this request, the information or material described in Rule 194.2. V. PRAYER WHEREFORE, PREMISES CONSIDERED, Defendant BMIII respectfully requests that the Court sustain its special exceptions to Antero’s Amended Petition in Intervention. Specifically, BMIII requests that the Court require Antero to re-plead its claims against BMIII. BMIII further requests that Antero take nothing by its claims, and BMIII recover the costs of this proceeding, and such other and further relief to which it may be justly entitled. Respectfully submitted, BRACEWELL LLP By: /s/ Joseph M. Cox Joseph M. Cox State Bar No. 04950200 Joe.Cox@bracewell.com Andrea D. Broyles State Bar No. 24082744 Andrea.Broyles@bracewell.com 1445 Ross Avenue, Suite 3800 Dallas, Texas 75202 Telephone: (214) 468-3800 Facsimile: (800) 404-3970 Attorneys for Defendant Braxton Minerals III, LLC DEFENDANT BRAXTON MINERALS III, LLC’S Page 3 SPECIAL EXCEPTIONS AND ORIGINAL ANSWER #5692762 CERTIFICATE OF SERVICE I hereby certify that on April 30, 2018, a true and correct copy of the foregoing document was served on all counsel of record in accordance with the Texas Rules of Civil Procedure. /s/ Joseph M. Cox Joseph M. Cox DEFENDANT BRAXTON MINERALS III, LLC’S Page 4 SPECIAL EXCEPTIONS AND ORIGINAL ANSWER #5692762 EXHIBIT E EXHIBIT F Powers, Jason From: Cox, Joe Sent: Tuesday, May 22, 2018 3:28 PM To: Jason Grill; Powers, Jason Cc: Broyles, Andrea; Cox, Joe Subject: [EXT] Special appearance and discovery to EnerQuest Dear Jason and Jason: We are going to appeal the denial of the special appearance for EnerQuest. We were hoping not to have to seek relief from the 2nd Court of Appeals for a motion to stay discovery. Would you all agree to stay the discovery as to only EnerQuest? We intend to answer the discovery for BMIII and continue to participate in the discovery of the case, as well as produce any documents EnerQuest has in relation to BMIII, Bauer and Ashburn through BMIII. Please let us know today if you could agree to this. We would agree to answer the EnerQuest discovery within 30 days of a ruling from the Court of Appeals upholding the denial of the special appearance. Also, in the hustle and bustle of the deposition’s ending, I inadvertently took 4 pages from the two boxes in the other conference room that I intended to mark and question Bauer about. Please let Andrea know where to send the few pages I took. Thanks for the hospitality. Best regards. Joe ______ JOSEPH M. COX Partner joe.cox@bracewell.com T: +1.214.758.1077 | F: +1.800.404.3970 | M: +1.214.505.7000 BRACEWELL LLP 1445 Ross Avenue Suite 3800 | Dallas, TX | 75202-2724 bracewell.com | profile | download v-card CONFIDENTIALITY STATEMENT This message is sent by a law firm and may contain information that is privileged or confidential. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. 1