case 3:16-cv-01735-d document 543 filed 05/12/20 page 1 of ... · handkins, gilbert steedley,...

MOTION FOR ORDER APPROVING TENTH INTERIM APPLICATION TO PAY FEES INCURRED

BY THE RECEIVER FOR QUARTER ENDING MARCH 31, 2020

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,

v.

CHRISTOPHER A. FAULKNER,

BREITLING ENERGY

CORPORATION, JEREMY S.

WAGERS, JUDSON F. (“RICK”)

HOOVER, PARKER R. HALLAM,

JOSEPH SIMO, DUSTIN MICHAEL

MILLER RODRIGUEZ, BETH C.

HANDKINS, GILBERT STEEDLEY,

BREITLING OIL & GAS

CORPORATION, CRUDE ENERGY,

LLC, PATRIOT ENERGY, INC.,

Defendants,

and

TAMRA M. FREEDMAN and

JETMIR AHMEDI,

Relief Defendants.

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Case No.: 3:16-cv-01735-D


BY THE RECEIVER FOR THE CALENDAR QUARTER ENDING MARCH 31, 2020

TO THE HONORABLE UNITED STATES DISTRICT COURT JUDGE:

COMES NOW, Thomas L. Taylor III (“Receiver”), Court-appointed Receiver for

Defendants Christopher A. Faulkner [(“Faulkner”)], Breitling Oil & Gas Corporation (“BOG”),

Breitling Energy Corporation (“BECC”), Crude Energy, LLC (“Crude Energy”) and Patriot

Energy, Inc. (“Patriot”), and non-parties Breitling Royalties Corporation (“BRC”), Breitling

Ventures Corporation (“BVC”), Breitling Holdings Corporation (“BHC”), Breitling Operating

Case 3:16-cv-01735-D Document 543 Filed 05/12/20 of 25 PageID 14796Case 3:16-cv-01735-D Document 543 Filed 05/12/20 Page 1 of 25 PageID 14796


BY THE RECEIVER FOR QUARTER ENDING MARCH 31, 2020 PAGE 2

Corporation (“Breitling Ops”), Breitling Energy Companies, Inc. (“BECOS”), Breitling Royalty

Funds, LLC (“BRF”), Crude Royalties, LLC (“Crude Royalties”), Inwood Investments, Inc.

(“Inwood”) and Grand Mesa Investments, Inc. (“Grand Mesa”) (collectively, the “Receivership

Entities”), moves the Court for an Order approving the Tenth Interim Application to Pay Fees

Incurred By the Receiver for the period of January 1 through March 31, 2020 (the “Application”),

and in support thereof would show the Court as follows:

BACKGROUND

The Third Amended Order appointing the Receiver (Dkt. 496) (the “Third Amended

OAR”) directs the Receiver and “Retained Personnel” to apply quarterly to the Court for

compensation and reimbursement from the Receivership Estate. Accordingly, the Receiver

submits this Motion for Order Approving this Tenth Interim Application to Pay Fees Incurred by

the Receiver for the Calendar Quarter ending March 31, 2020. As prescribed by the Second

Amended OAR, this Fee Application was submitted for review by the Staff of the Commission.

The Staff has no objection to the Fee Application. 1

APPLICATION FOR FEES AND EXPENSES OF THE

RECEIVER AND HIS FIRM

1. The Receiver has provided the Staff of the Commission with the present

Application and they have stated that they have no objection to the Court’s granting the

Application as presented.

1 On February 25, 2019, the Receiver moved this Court to expand the Receivership to include Crude Energy and Crude

Royalties on the grounds (1) that the inclusion of Crude Energy was necessary to permit assertion of the Receivership

entities choses in action against third parties; (2) that Crude Royalties played a similar role in the Breitling scheme as

BRC and retained title to assets traceable to investor proceeds; and (3) that the inclusion of Crude Royalties was

necessary to enable to Receiver to clear title to royalty interests for the eventual liquidation of these interests by the

Receiver.




2. Pursuant paragraph 59 of the Third Amended OAR, this Application seeks the

approval and payment of the professional fees and expenses for the Receiver and his firm and his

counsel during the period of January 1 through March 31, 2020 (the “Subject Period”).

3. The Receiver and his law firm have submitted three invoices for services rendered

during the Subject Period. The Receiver and his law firm seek payment as follows: for the period

(1) January 2020, $22,596.50 in fees; (2) February 2020, $30,140.00 in fees; and (3) March 2020,

$88,257.50 in fees. Pursuant to the Third Amended OAR, the Receiver seeks the Court’s approval

and payment of these fees.

4. Counsel to the Receiver, Goforth Law, PLLC (“Goforth”), has submitted three

invoices services rendered through the Subject Period. Goforth seeks payment as follows: (1) (1)

January 2020, $1,879.50 in fees; (2) February 2020, $5,943.40 in fees; and (3) March 2020,

$1,855.00 in fees. Pursuant to the Third Amended OAR, the Receiver seeks the Court’s approval

and payment of these fees and expenses.

5. The forensic accounting and computer forensics firm engaged by the Receiver,

Pannell Kerr Forster of Texas, P.C. (“PKF”) has submitted one invoice for services rendered

through the Subject Period. PKF seeks payment of $2,432.50 in fees and expenses. Pursuant to the

Third Amended OAR, the Receiver seeks the Court’s approval and payment of these fees and

expenses.

6. The forensic accounting and computer forensics firm engaged by the Receiver,

Veritas Advisory Group, Inc. (“Veritas”) has submitted one invoice for services rendered through

the Subject Period. Veritas seeks payment of $11,881.25 in fees and expenses. Pursuant to the

Third Amended OAR, the Receiver seeks the Court’s approval and payment of these fees and

expenses.




7. Counsel to the Receiver, Ballard & Littlefield LLP (“Ballard & Littlefield”), has

submitted two invoices services rendered prior to the Subject Period. Ballard & Littlefield seeks

payment as follows: (1) July 2019, $2,867.50 in fees; and (2) October 2020, $252.50 in fees.

Pursuant to the Third Amended OAR, the Receiver seeks the Court’s approval and payment of

these fees and expenses.

8. Exhibit 1 provides the following information regarding the fees and expenses

incurred by the Receiver and his firm for the Subject Period: (a) the dates upon which the services

were rendered by each professional; (b) a description of the services rendered by each professional;

(c) the hours worked by day and the hourly rates of each professional who provided services; and

(d) the monetary value ascribed to each task performed by each professional. The rates charged

by the Receiver and his firm represent approximately a 35 – 40% discount from their normal and

customary rates.

9. Exhibit 2 provides the same information regarding the fees and expenses incurred

by Goforth for the Subject Period.


by PKF for the Subject Period.


by Veritas for the Subject Period.


by Ballard & Littlefield for the Subject Period.

13. Attached hereto as Exhibit 6 is the Standardized Fund Accounting Report

(“SFAR”) for the Subject Period as required by the Commission’s Billing Instructions for




Receivers in Civil Actions. As of the date of this Application, the Receivership Estate’s cash on

hand is $1,452,025.2

JOHNSON FACTORS

14. In support of this request, the Receiver respectfully directs the Court’s attention to

those factors generally considered by courts awarding compensation to professionals for services

performed in connection with the administration of a receivership estate. As provided by the Fifth

Circuit Court of Appeals in Migis v. Pearle Vision, Inc., 135 F.3d 1041, 1047 (5th Cir. 1998),

“[t]he calculation of attorneys fees involves a well-established process. First, the court calculates

a ‘lodestar’ fee by multiplying the reasonable number of hours expended on the case by the

reasonable hourly rates for the participating lawyers. The court then considers whether the lodestar

figure should be adjusted upward or downward depending on the circumstances of the case. In

making a lodestar adjustment the court should look at twelve factors set forth in Johnson v.

Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974).” Those factors, as applied to the

services rendered in this case by the Receiver and his firm, are as follows:

(A) Time and Labor Required: The Receiver respectfully refers the Court to Exhibits 1, 2,

3, 4, and 5 which detail the activities of several professionals during the Subject Period, showing

significant hours of Receiver, legal, and paraprofessional time expended during the Subject Period

in an effort to comply with the mandates set forth in the Third Amended OAR.

(B) Novelty and Difficulty of the Questions: Many of the tasks reflected in Exhibits 1-5

detail the complexity of some of the factual and legal questions at issue in this case.

2 This amount includes funds received after the Subject Period, which funds are not represented in

the SFAR attached as Exhibit 6. The SFAR only includes figures through March 31, 2020.




(C) Skill Requisite to Perform the Services Properly: The Receiver believes that the

services required in this case demand individuals possessing considerable experience in asset

seizure, tracing, and liquidation, as well as litigation skills to comply with the Court’s Third

Amended OAR for the benefit of investors. The Receiver and his counsel have considerable

experience in these areas.

(D) Preclusion of Other Employment Due to Acceptance of the Case: The Receiver and

his counsel were precluded from engaging in other employment to the extent they expended hours

performing services required by this case, although no specific representation was declined solely

because of their services related to this Receivership.

(E) Customary Fee: The hourly rates sought herein are substantially discounted below the

rates charged by other practitioners of similar experience levels in the Northern District of Texas

and represent a discount of approximately 35 – 40% of fees charged by the Receiver and his firm

for SEC enforcement matters. Receiver’s litigation counsel are billing the Receivership at similarly

discounted rates.

(F) Contingent Nature of Fee: Payment of professional fees is subject to the approval

procedure set forth in paragraphs 57 – 64 of the Third Amended OAR.

(G) Time Limitations Imposed by the Client or Other Circumstances: The time

requirements during the Subject Period have been substantial. It has been necessary for the

Receiver and his professionals to move quickly in connection with this matter and thus afford it

priority in the course of their overall business.

(H) Experience, Reputation, and Ability of Attorneys: The Receiver submits that he and

his firm and engaged counsel and accountants are recognized and respected in the securities

enforcement community for their expertise and abilities.




(I) Undesirability of the Case: This was not a factor in this case.

(J) Nature, Length, and Professional Relationship with the Client: This was not a factor in

this case.

(K) Awards in Similar Cases: The Receiver relies on the Court’s experience and

knowledge with respect to fee awards in similar cases and submits that the fees requested in this

Application are comparable to or lower than those in cases with similar subject matter in this

District.

(L) The Amount Involved and the Results Obtained:

(i) The Amount Involved. As noted above, the Receiver seeks (i) approval and

payment of $88,257.50 in fees incurred by the Receiver and his firm during the Subject Period;

(ii) approval and payment of $9,677.90 in fees and expenses incurred by Goforth during the

Subject Period; (iii) approval and payment of $2,432.50 in fees and expenses incurred by PKF

during the Subject Period; (iv) approval and payment of $11,881.25 in fees and expenses incurred

by Veritas during the Subject Period; and (v) approval and payment of $3,120.00 in fees and

expenses incurred by Ballard & Littlefield prior to the Subject Period.

(ii) The Results Obtained; necessary initial activity of the Receiver and

Professionals.

I. Receiver’s Plan of Distribution

As previously reported to the Court -- and as more particularly discussed in the Receiver’s

pending Motion to Approve Proposed Plan of Distribution and to Establish Procedures to

Determine and Disallow Final Claims (Dkt. 406) -- it is clear that some number of putative

claimants received conveyances of specific oil and gas interests (with record title) while other

putative claimants invested in interests which were pooled and/or administered by Breitling




entities. Even the specific conveyances (with record title) are problematic, however, because (1)

defendants conveyed percentage interests which exceeded the interests actually owned by

defendants and (2) some, if not all, of the oil and gas interests conveyed to investors were

purchased with comingled investor funds. The status of claimants is further complicated because,

in those circumstances in which title was purportedly conveyed, conveyances to investors in the

fraudulent scheme were made by multiple entities including Receivership Entities BOG, BRC,

Patriot, Crude Energy, and Crude Royalties.

In the latter stages of the fraudulent scheme’s operation, Breitling/Crude/Patriot personnel

attempted, under stress, to effect transfers of assets into the names of individual investors and/or

to initiate direct payment of revenue to investors by producers. These transfers involved assets

which had been acquired by the Breitling entities with commingled funds. An unknown number

of investors who received conveyances/record title likely have been receiving income from

producers associated with these assets even though they were purchased with commingled funds

from the various entities. The Receiver is, of necessity, considering whether these investors are

“net-winners” in the sense that they received greater returns than they invested, particularly in

relation to other investors whose invested funds were commingled, but who did not receive record

title -- albeit defective -- or income related to their investments. These concerns are addressed in

the Plan of Distribution conditionally approved by this Court in the March 28 Order -- subject to

proof of notice to interested parties and opportunity to object.

Pursuant to the proposed Plan of Distribution, Receivership Assets ultimately will be

distributed to those investors who have suffered a “net out-of-pocket loss” resulting from their

investments in or through BOG, BRC, BECC, Crude Energy, Crude Royalties and Patriot (the

“Offering Entities”). Receivership Assets would be distributed to these investors on a pro rata




basis based upon the “net out-of-pocket loss” of each as a percentage of the total “net out-of-pocket

losses” of all investor claimants -- without regard to the manner by which the investments were

made. Each claimant’s “net out-of-pocket loss” would be calculated as (1) the total amount

invested in or through the Offering Entities; less (2) any amounts, or the value of any assets,

received -- and retained -- with respect to the investment (e.g., payments or assets transferred from

a Receivership Entity, payments from a third-party oil and gas operating company, the sale of any

oil and gas interest received from an Offering Entity, or the sale of any shares of BECC stock).3

The Plan of Distribution excludes “net winner” investors -- i.e., those who received more

in payments as a result of their investment than they invested into the scheme. Under the Texas

Uniform Fraudulent Transfer Act, TEX. BUS. & COM. CODE §24.001 et seq. (“TUFTA”), transfers

made “with actual intent to hinder, delay or defraud” creditors may be avoided, id. at §24.005,

against any party who did not either (i) provide “reasonably equivalent value” or (ii) receive the

transfer with objective “good faith.” Id., at §24.009(a). As a matter of law, an investor cannot

provide “reasonably equivalent value” for their investment into a fraudulent scheme greater than

the amount they invested.

The pro rata Plan of Distribution approved by this Court -- subject to pending objections -

- is a more equitable method of distributing a receivership’s assets, particularly compared to

methods based upon the “tracing” of assets to particular investors. A distribution based on tracing

would be inequitable because “whether at any given moment a particular [investor’s] assets are

still traceable is a ‘result of the merely fortuitous fact that the defrauders spent the money of the

3 The Receiver’s Plan of Distribution also provides a mechanism for disqualification of any

claimants who are former employees or affiliates of Breitling-related entities from inclusion in any

distribution based on evidence that their conduct facilitated the Breitling scheme, or that they had

objective notice of the fraudulent nature of the scheme.




other victims first.’” SEC v Credit Bancorp Ltd., No. 99-CV-11395, 2000 WL 1752979, at *15

(S.D.N.Y. Nov. 29, 2000) (quoting Durham, 86 F.3d at 72)). To allow one investor “to elevate his

position over that of other investors similarly ‘victimized’ … would create inequitable results, in

that certain investors would recoup 100% of their investment while others would receive

substantially less [].” SEC v. Elliott, 953 F.2d 1560, 1569 (11th Cir. 1992) (quotation omitted).

In application of these equitable principles, the Receiver, in connection with

implementation of the Plan of Distribution, will ask the Court to invalidate certain conveyances of

royalty interests, referenced above, executed by Offering Entities in favor of some investors. If the

proposed Plan of Distribution is finally approve as proposed, the Receiver will seek to invalidate

these conveyances of royalty interests through summary proceedings before the Court, affording

notice and opportunity to respond to all affected parties.4 Invalidation of these conveyances will

be necessary for the Receiver to cure and recover title to these oil and gas assets and liquidate them

for the benefit of all investor-claimants. Such action would effectively return these royalty interests

to the entities in Receivership which previously held title, after which the Receiver would be in a

position (1) to receive funds held in suspense by operators and (2) to liquidate the oil and gas

interests under the supervision of this Court -- for the benefit of all defrauded investors under the

Receiver’s proposed plan.5

4 See SEC v. Amerifirst Funding, Inc., No. 3:07-CV-1188-D, 2008 WL 282275, at *15 (N.D. Tex.

Feb. 1, 2008) (Fitzwater, J.), aff'd in part, vacated & remanded in part, on other grounds, 570 F.3d

268 (5th Cir. 2009) (“[A] district court may employ summary rather than plenary proceedings to

adjudicate the rights to property allegedly within the receivership estate. Such summary

proceedings related to receiverships do not offend the parties’ due process rights ‘so long as there

is adequate notice and opportunity to be heard.’”) (quoting Am. Capital Invs., 98 F.3d at 1146)

(citing Wencke, 783 F.2d at 838; Universal Fin., 760 F.2d at 1037) (footnote omitted). 5 The Receiver’s request for reconveyance as described in the proposed Plan of Distribution, almost

exclusively relates to royalty interests. However, in the course of preparing Receivership assets

for sale, the Receiver also has discovered, in isolated instances, the conveyance to investors of

specific working interests, related to but not within the offerings made by the Receivership entities




The invalidation of these defective conveyances will be the most equitable solution because

permitting some of the investors to retain record title to the respective oil and gas interests would

amount to a “tracing” of their assets through the fraudulent scheme -- from (i) their participation

in a specific offering, to (ii) the comingling of proceeds among offerings and Offering Entities, to

(iii) the purchase of oil and gas interests with contaminated funds, to (iv) the transfer of oil and

gas interests to the investors. Tracing investor proceeds in this manner would yield an inequitable

result vis-à-vis other investors. See Durham, 86 F.3d at 72.

Finally, the Plan of Distribution (provisionally approved subject to pending objections)

subordinates the claims of trade creditors and other similarly-situated unsecured creditors to the

claims of investors. See, e.g., CFTC v. PrivateFX Global One, 778 F.Supp. 2d 775, 786-87 (S.D.

Tex. 2011) (citing Quilling v. Trade Partners, Inc., No. 1:03-CV-0236, 2006 WL 3694629, at *1-

2 (W.D. Mich. Dec. 14, 2006) (finding that the equitable doctrine of constructive trust gave

defrauded investors a “priority of right” over other claimants)).6 In the unlikely event that

distributions of Estate assets fully satisfy the investor-claimants’ claims, the Receiver may seek

leave from the Court to distribute any remaining funds to trade creditors and other unsecured

creditors on a pro rata basis.

II. Identification of Putative Claimants of the Receivership Estate and Service of

the Notice of Plan of Distribution

Pursuant to the March 28 Order, the Receiver was required -- on or before June 5, 2019 -

- (1) to serve notice on all potential claimants with postal addresses identified in the Receivership

through Confidential Information Memoranda. Since it is likely that the investors/transferees in

question will be net-winners, the Receiver cannot rule out the possibility of seeking reconveyance

in these instances as well.

6 As of this date, the Receiver is not aware of any debts or claims secured by Receivership Assets.




books and records, or by electronic mail to all such potential claimants for which the Receiver has

identified an email address but is unable to identify a postal address; and (2) to cause to be

published for one day in The Dallas Morning News and the national edition of the Wall Street

Journal a notice of the Plan Motion consistent with the Notice of Plan.

The Receiver assembled a service list and effected service in accordance with the March

28 Order as follows:

i. Personnel of Pannell Kerr Forster of Texas, P.C., engaged herein to provide

forensic accounting services to the Receiver identified individuals and entities

who at least potentially had invested funds into any of the components of the

Receivership Estate; these individuals and entities were included on the service

list.

ii. Receiver’s personnel examined the victim’s list of the United States Attorney

associated with the related criminal action pending in the United States District

Court for the Northern District of Texas and added additional individuals or

entities to the service list as necessary.

iii. Receiver’s personnel reviewed a list of names compiled by the Staff of the

Securities and Exchange Commission of potential claimants who had contacted

the Staff; these individuals were added to the service list.

iv. Receiver’s personnel added to the service list all potential investor/claimants

who had contacted the Receivership through the Receivership website or

otherwise.

v. Receiver’s personnel obtained an investor list with contact information

compiled by JC Data Solutions, which had been engaged by certain of the




Receivership Entities to process revenue payments; any additional names

retrieved from this source were added to the service list.

vi. Receiver’s personnel added to the service list all attorneys who have contacted

the Receiver on behalf of potential investor/claimants.

vii. Receiver’s personnel added to the service list potential investor/claimants who

have been identified by one or more oil and gas producers.

viii. Receiver’s personnel, to the extent possible, reviewed conveyance documents

found in the Receivership books and records pursuant to which oil and gas

interests were purportedly transferred to potential investor/claimants; these

additional entities and individuals were added to the service list.

ix. Receiver’s personnel compared various purported “investor lists” which were

found in the Receivership Entities’ books and records and any names not

otherwise included in the service list were added.

A service list was compiled including 1,369, entities and individuals. Of this number, the

Receiver’s personnel were able to retrieve addresses for 1,150. The Notice of Plan was served by

mail on those individuals and entities. Of these 1,150, 104 mailings were returned as undeliverable.

The Receiver’s personnel caused the Notice of Plan to be emailed to these potential

investors/claimants whose mailings were returned but for whom email addresses were

discoverable. The Receiver’s personnel caused the Notice of Plan to be emailed to potential

investors/claimants for whom addresses were not identified and for whom only email addresses

were available.

On or about February 25, 2019, Receivership personnel posted the Notice of Plan on the

Receivership website: breitlingreceivership.com. On or about May 1, 2019, the required notice




was published in the legal section of the Dallas Morning News. On or about May 3, 2019, the

required notice was published in the legal section of the Wall Street Journal.

Pursuant to the March 28 Order, putative claimants were required to present any objections

to the Plan of Distribution on or before June 26, 2019 -- 21 days after the June 5, 2019 filing of

the Receiver’s Certificate of Service. The Receiver’s responses to objections were required to be

filed on or before July 17, 2019 -- 21 days after the objection deadline. As of the objection deadline,

eight objections had been filed with this Court7; two additional objections were filed after the

objection deadline8 (collectively, the “Objections”). The Receiver filed an Omnibus Response to

the Objections on July 17, 2019. ECF No. 460 (the “Omnibus Response”).

The Objectors variously asserted, inter alia, (i) that royalty interest and working interest

investors should be treated as two distinct claimant classes in the Receiver’s Plan, (ii) that the

Receiver is not entitled to invalidate the royalty conveyance instruments executed by Receivership

Entities in favor of certain royalty interest investors, (iii) that working interest holders in completed

working interest prospects are in a distinct class from those who invested in interests not

subsequently completed and -- with respect to Carole Faulkner’s Objection -- (iv) that she is

entitled to funds purportedly transferred to her by Receivership Entity Inwood Investments, Inc.

(“Inwood Investments”) following the sale of Defendant Faulkner’s residence in July 2017, but

which purportedly are now in the Receiver’s possession. Omnibus Resp. at 5 – 6.9

The Receiver countered, inter alia, that because Faulkner and his confederates fraudulently

induced members of the public to invest in the Breitling fraudulent scheme through various types

of offerings and numerous entities, failed to observe corporate formalities and customary legal

7 ECF Nos. 429, 436, 437, 443, 445, 447, 448, and 450. 8 ECF Nos. 452 and 455. 9 Citations to pages in the Omnibus Response refer to page numbers in the CM/ECF-added header.




distinctions among the various Receivership and Offering Entities, and extensively commingled

investors’ proceeds, the defrauded Investor Claimants are similarly situated vis-à-vis Faulkner’s

fraudulent scheme to all other Investor Claimants, all should be treated equally in the plan of

distribution ordered by the Court. Accordingly, the only distribution regime through which all

defrauded investors are treated in an equitable manner is to treat all Investor Claimants equally, as

a single class, in which each will share in the distribution based upon his or her net out-of- pocket

loss as a percentage of the total net out-of-pocket losses of all of the Investor Claimants.10

The Receiver further rejected the tracing-based distribution sought by some of the

Objectors because tracing all expenditures from the Breitling fraud to specific deposits of investor

proceeds is not only an expensive and exceedingly complex undertaking, but -- even if

accomplished successfully -- would cause an inequitable result in that it would exclude defrauded

claimants from participation in the distribution. This is particularly true with respect to (i)

shareholders who did not purchase their shares of stock from BECC, and (ii) those investors whose

invested funds were misappropriated by Faulkner or otherwise spent on consumable assets (i.e.,

office rent, telephone services, etc.). A distribution based on asset tracing will also disadvantage

earlier investors, whose funds were spent years ago, to the benefit of later investors, whose funds

are more easily traceable -- if at all -- due to the constraints arising from the passage of time.11

10 As the Receiver has previously advised the Court, royalty interests in the hands of defrauded

investors are, for the most part, held in suspense by producers who have discovered the record

discrepancies arising from over-conveyancing by the Breitling entities. 11 After the time for filing objections to the proposed Plan of Distribution had expired, PDM

Holding, LLC (“PDM”) sought permission to file a motion and request for order directing the

Receiver to treat PDM as a secured creditor of Defendants. By order dated November 18, 2019

this Court denied PDM’s motion noting that PDM would have the opportunity to present its

arguments under the “conveyance procedures” described in the Receiver’s Motion to Approve the

Proposed Plan of Distribution. Accordingly, the relief PDM sought was “at least premature, if not

unnecessary.”




All timely objections having been filed -- and the Receiver having responded to each and

all of them -- the Receiver’s February 25, 2019 Motion to (1) approve the Receiver’s proposed

plan for the ultimate distribution of Receivership Assets and (2) establish procedures to determine

and disallow final claims against the Receivership (Dkt. 406) was fully briefed and before the

Court for determination. This Court set a hearing on the matter for April 6, 2020. However due to

unforeseen circumstances, the April 6 hearing was cancelled.

In view of the necessary cancellation of the April 6 hearing before this Court, the Receiver

determined to propose additional procedures to enable the Objectors and the Receiver to be heard

in lieu of the April 6 hearing. The Receiver electronically met and conferred with each of the

Objectors as detailed in the filings with this Court. Certain of the Objectors took the view that no

further submissions were necessary; one of the Objectors agreed with the Receiver’s proposed

procedures but proposed a protracted briefing period; certain of the Objectors did not respond. As

the Receiver advised the Court, none of the Objectors insisted upon an in-person hearing, although

one of the Objectors had previously requested to participate telephonically in the previously

scheduled April 6 hearing.

On March 23, 2020, the Receiver filed his Motion to Establish Further Procedures for

Determination of Receiver’s Pending Motion to Approve Plan of Distribution and to Establish

Procedures to Determine and Disallow Claims (Dkt. 532). On April 2, 2020, this Court granted

the Receiver’s motion (Dkt. 536). In summary, the approved further procedures provide for

supplemental submissions by the Receiver and the Objectors by April 13, 2020; any responsive

submissions are required to be filed by April 23, 2020. After that date, the matter is deemed to be

submitted to the Court for determination.




III. Efforts to Identify, Recover and Dispose of Assets

A. Recovery of Oil and Gas Assets

At the inception of the Temporary Receivership, the Staff of the Commission provided the

Receiver with information which had been developed during their investigation regarding working

interests and royalty interests known to have been held by the Receivership Defendants. Most of

the identified oil and gas operators associated with these interests were served with that Order. To

the fullest extent possible, the Receiver initiated communication with these oil and gas operators

directing that all revenue and other assets (including assets held in suspense) be remitted to the

Receivership Estate. The operators with whom the Receiver has been able to establish contact have

cooperated in identifying and documenting oil and gas assets to be administered by the

Receivership Estate; they have also cooperated in agreeing to transfer associated revenue going

forward. The Receiver also has communicated with a number of investors -- and oil and gas

operators associated with them -- who received specific conveyances. For the most part, revenue

to which these investors may arguably be entitled is being held in suspense by operators --

primarily because of over-conveyance issues which have become apparent to the operators.

Going forward, the Receiver will continue to administer the existing oil and gas assets and

the revenue associated with those assets pending their ultimate sale. The Receiver and his staff

have assembled -- based upon incoming correspondence and royalty checks available to date -- a

schedule of oil and gas assets which are presently thought to be subject to the Third Amended

OAR. The schedule, attached hereto as Exhibit B sets forth the assets identified to date, along with

additional data compiled.

On July 26, 2019, the Court entered its Order (1) Granting Receiver Authority to Sell Oil

and Gas Interests; (2) for Authority to Retain Sales and Marketing Firm; and (3) for Approval of

Sales Procedures (Dkt. 463) (the “Sales Procedure Order”). The Receiver sought leave to sell the




portfolio of oil and gas interests included within the Receivership Estate, employing

EnergyNet.com, LLC (“EnergyNet”) -- a reputable and professional, internet-based oil and gas

marketing firm in Amarillo, Texas -- to assist the Receiver in marketing and selling these assets

pursuant to prescribed procedures (including procedures for Court review and confirmation of each

sale). The Receiver has executed an agreement with EnergyNet conforming to this Court’s Sales

Procedures Order.

B. Initial Auction Procedures Pursuant to the Sales Order/Sale of Assets

On or about November 25, 2019, the Receiver posted notice related to the sale of

EnergyNet Lot 62414. The lot offered for sale consisted of various non-operated working interests

located in multiple counties across North Dakota, Oklahoma and Texas.

The preparation of the online “data room” for the Assets (Lot 62413) was completed and

opened to the public on or about December 2, 2019. EnergyNet also engaged in marketing efforts

with respect to this auction as directed in paragraph 6(2) of the Sales Order. These efforts included

(1) listing the auction on the EnergyNet website portal, and including the auction in weekly

property listing updates sent to over 25,000 registered EnergyNet buyers; (2) marketing the auction

through telephone calls to potential buyers that have expressed interest in similar properties in the

past, and bidders that have recently purchased packages in the area; and (3) through the pre-saved

search feature on the EnergyNet.com website.

A total of 224 unique EnergyNet users visited the Assets “data room” on 1,018 occasions.

The auction bid window was open to potential buyers from 2:40 PM CST on December 11, 2019

to 2:40 PM CST on December 18, 2019. During the auction, eight bids were placed on the Assets

by four unique bidders. At the close of the auction period, Buyer had placed the highest bid for

$70,000, which amount was below the minimum bid reserve price set by EnergyNet personnel and




the Receiver. The Receiver declined to accept this final bid amount. Id. However, following the

close of the bidding window, the Receiver authorized EnergyNet personnel to continue to negotiate

the sale price with auction participants, and ultimately were able to increase the offer of one such

party -- Buyer -- to $82,500, which offer was accepted by the Receiver. This purchase price

represents approximately fifteen months of the average cash flow from the twelve months

preceding the auction, an amount consistent with the average lot listed on EnergyNet.

On or about January 9, 2020, the Receiver moved this Court for confirmation of sale of

assets Lot 62414 free and clear of all liens, claims and encumbrances, to Buyer for the purchase

price of $82,500. This Court entered its confirmation Order on February 3, 2020 (Dkt. 511).

IV. Potential Claims of the Receivership Estate

The Receiver has investigated various “clawback” claims pursuant to the Texas Uniform

Fraudulent Transfer Act and related equitable principles.

A. Brokers/Sales Representatives

The Receiver is coordinating efforts with the Staff of the Commission regarding claims

against individuals who were active in (and compensated from) the offer and sale of oil and gas

interests by the Defendants. Payments were made by Defendants to numerous individuals and their

nominee entities aggregating millions of dollars. The Commission has initiated Administrative

Proceedings against at least five of the brokers who received the largest amounts in payments. The

Commission has achieved disgorgements in certain of these Administrative Proceedings for the

benefit of claimants in the Receivership. These funds are being transferred to the Receiver. In some

instances, parties have settled with the Commission on installment terms. Some installment

payments under these settlements have been and will be made to the Receivership Estate. In some




instances, required installment payments are not being timely made, and the Receiver has so

advised the Commission Staff.

The Receiver has made demand upon other brokers and sales representatives who received

payments and is attempting to locate and initiate communication with a number of others. In this

regard, the Receiver has identified in the bank records and other books and records of the

Receivership Entities payments of salary, commission and other compensation to individuals (and

in some cases to their alter ego entities) for sales and/or promotion of the fraudulent investment

vehicles which are the subject of the present action. There is a presumption that such payments

from an insolvent, fraudulent scheme are fraudulent transfers under Tex. Bus. & Com. Code §

24.005(a)(1) (transfers with actual intent to defraud creditors). The Receiver believes that it is

beyond dispute that the payments meet the threshold test of fraudulent transfers under TUFTA.

Moreover, these individuals and their alter ego entities may not avail themselves of the defenses

set forth in TUFTA § 24.009(a). The individuals and entities in question cannot demonstrate that

they provided “reasonably equivalent value” when the promotional, advertising and sales activities

were at the core of the Breitling fraudulent scheme. Nor can these employees even colorably assert

the “good faith” element of a defense under TUFTA based upon their pervasive involvement in

the operation of the Breitling fraudulent scheme.

The Receiver has established communication with the following putative fraudulent

conveyance defendants, but has been unable to enter into acceptable settlement/payment

arrangements with them. Accordingly, the Receiver has sought and obtained leave to proceed

against the following:12

12 The Receiver has discovered similar payments, compensation and/or commissions to other

individuals but has been unsuccessful in locating these individuals/entities or in establishing

communication. The Receiver’s efforts with respect to these possible defendants continues.




Reymond Trevino d/b/a Eagle Rio Energy Companies, Inc.

Robert Lon Morgan II

Derek Taylor d/b/a Alden Adams, Inc.

Thomas Miller

Charles Faust

Nathan Madu

Okoto Okpo

David Kovac

On December 18, 2019 this Court entered an Order (Dkt. 495) granting the Receiver’s

Motion for Leave to Commence Ancillary Litigation against the individuals. In ordering a stay of

Ancillary Proceedings, the Court has caused applicable statutes of limitation to be tolled during

the pendency of its Order. To facilitate the Receiver’s commencement of proceedings, the Receiver

requested that the tolling provisions in Paragraph 34 of the Amended OAR be continued in force

as to these individuals and entities for 60 days from the date of the Court’s Order.

The Receiver has commenced proceedings against the referenced individuals in the United

States District Court for the Northern District of Texas in Taylor v. Reymond Trevino, et al.; Case

No. 3:20-cv-00393-D. The Receiver is attempting to effect service on the Defendants.

B. Receiver’s Claims Against Professionals

On March 13, 2019, this Court granted the Receiver’ motion to initiate litigation against

Rothstein Kass & Co., PLLC and its personnel (“Rothstein Kass”) based, inter alia, upon its failure

to perform auditing services for BOG and BRC in accordance with generally accepted auditing

standards, giving rise to damages arising from claims of investors against the Receivership

Entities. The Receiver engaged in extensive efforts to resolve the claims of the Receivership

Entities through negotiation. These efforts were unsuccessful. On July 1, 2019, the Receiver

commenced the action entitled Thomas L. Taylor III, solely in his capacity as Court-appointed

temporary receiver for Breitling Energy Corporation, et al. v. Rothstein Kass & Company, PLLC




and Brian Matlock, Civil Case No. 3:19-cv-1594-D in the United States District Court for the

Northern District of Texas.

On July 12, 2019, this Court entered its Order authorizing the Receiver to enter in to a

contingent fee relationship with litigation counsel in the Rothstein Kass matter and in any

subsequent litigation in which the Court authorizes the Receiver to proceed (Dkt. 457). The

Receiver engaged counsel on a contingency fee basis and counsel has appeared in the action. On

September 3, 2019 defendants Rothstein Kass and Brian Matlock moved this Court pursuant to

the Federal Rules of Civil Procedure to dismiss the Receiver’s action. On February 4, 2020, this

Court entered its Order granting in part and denying in part the defendants’ Motion to Dismiss.

(Rothstein Dkt. 34) Discovery has commenced in the action.

The Receiver has also concluded that legal action on behalf of the Receivership Estate is

warranted concerning potential professional negligence and related claims as to certain law firms

which rendered services to the Receivership Entities in connection with the offer and sale of

securities, the preparation and filing of reports under the Securities Exchange Act of 1934 on behalf

of BECC, and other related matters. The Receiver also has determined that clawback actions are

appropriate regarding professional fees and expenses paid by the Receivership Entities to legal

firms.

As required by the Third Amended OAR, on August 30, 2019, the Receiver sought leave

of this Court to initiate litigation as to the law firm of Scheef & Stone and certain of its personnel.

(Dkt. 477.) By Order dated September 3, 2019 (Dkt. 478) this Court authorized the Receiver to

proceed with the proposed ancillary litigation. On November 1, 2019 the Receiver commenced the

action entitled Taylor v. Scheef & Stone LLP, et al., Case No. 3:19-cv-2602-D, and subsequently

engaged contingent fee counsel to proceed in the matter. On December 18, 2019, the Receiver




filed his First Amended Complaint and agreed to a briefing schedule for defendants’ proposed

Motion to Dismiss. The defendants’ Motion to Dismiss has been filed and the Receiver shortly

will file his opposition.

The Receiver may also seek leave to initiate ancillary litigation against other parties during

this quarter.

WHEREFORE, PREMISES CONSIDERED, the Receiver prays that the Court (i)

approve and authorize payment to the Receiver and his firm of $88,257.50 for services rendered

during the Subject Period; (ii) approval and payment of $9,677.90 in fees and expenses incurred

by Goforth during the Subject Period; (iii) approval and payment of $2,432.50 in fees and

expenses incurred by PKF during the Subject Period; (iv) approval and payment of $11,881.25 in

fees and expenses incurred by Veritas during the Subject Period; (v) approval and payment of

$3,120.00 in fees and expenses incurred by Ballard & Littlefield during the Subject Period; and

(vi) grant such other and further relief to which the Receiver may show himself justly entitled to

receive.

Dated: May 12, 2020 Respectfully submitted,

By: /s/ Thomas L. Taylor III

Thomas L. Taylor III

Texas State Bar: 19733700

[email protected]

THE TAYLOR LAW OFFICES, P.C.

245 West 18th Street

Houston, Texas 77008

Tel: 713.626.5300

Fax: 713.402.6154

RECEIVER


mailto:[email protected]



CERTIFICATIONS

Receiver certifies that he has read the Application. To the best of his knowledge,

information and belief formed after reasonable inquiry: all fees and expenses therein are true and

accurate; all fees contained in the Application are based upon rates detailed on each invoice and

are reasonable, necessary and commensurate with the skill and experience required for the activity

performed; the Receiver has not included in the amount for which reimbursement is sought the

amortization of the cost of any investment, equipment or capital outlay; and the Receiver is not

making a profit on any reimbursable service purchased from a third party (such as copying,

imaging, bulk mail, messenger service, overnight courier, computerized research or title and lien

searches).

I further certify that (i) the fees and expenses included herein were incurred in the best

interests of the Receivership Estate; and (ii) with the exception of the Billing Instructions, Receiver

has not entered into any agreement, written or oral, express or implied, with any person or entity

concerning the amount of compensation paid or to be paid from the Receivership Estate, or any

sharing thereof.

/s/ Thomas L. Taylor III


CERTIFICATE OF CONFERENCE

I certify that I have provided the Staff of the SEC with the present Application and they

have stated that they have no objection to the Court’s granting the Application as presented.






CERTIFICATE OF SERVICE

On May 12, 2020, I electronically submitted the foregoing Fee Application with the clerk

of court for the U.S. District Court, Northern District of Texas, using the electronic case filing

system. I hereby certify that I have provided copies to all counsel of record electronically or by

another manner authorized by Federal Rule of Civil Procedure 5(b)(2).

I further certify that on May 12, 2020, I served a true and correct copy of the foregoing

document on the following parties and persons entitled to notice that are non-CM/ECF

participants:

Christopher A. Faulkner (USPS)

Register No. 76501-112

FCI Seagoville

Federal Correctional Institution

P.O. Box 9000

Seagoville, TX 75159

Pro Se Defendant




Exhibit 1

Case 3:16-cv-01735-D Document 543-1 Filed 05/12/20 Page 1 of 31 PageID 14821Case 3:16-cv-01735-D Document 543-1 Filed 05/12/20 Page 1 of 31 PageID 14821

INVOICE

The Taylor Law Offices, P.C. 245 West 18th Street

Houston, Texas 77027 713.626.5300 (Tel.) 713.402.6154 (Fax)

Tax I.D. #27-2449812

Invoice Date: February 10, 2020

Regarding: S.E.C. v. Christopher A. Faulkner, Breitling Energy Corporation, Jeremy S. Wagers, Judson F. Hoover, Parker R. Hallam, Joseph Simo, Dustin Michael Miller Rodriguez, Beth C. Handkins, Gilbert Steedley, Breitling Oil & Gas Corporation, Crude Energy, LLC, Patriot Energy, Inc.; Civil Action No. 3:16-cv-1735-D in the United States District Court for the Northern District of Texas, Dallas Division

For Professional Services Rendered Through: January 31, 2020

Total Professional Services $ 22,596.50


of 10

Asset Analysis and Recovery

DATE ATTY HOURS DESCRIPTION OF SERVICES RENDERED

1/3/2020 TLT 1.2

Review correspondence/documents re Negotiated Sales Agreement and emails with EnergyNet re same (1.2); review submission re Morgan/potential clawback defendants and telephone conference with counsel re same (.8).

1/6/2020 TLT 5.4

Conferences re confirmation of sale (.3); review H. Epstein emails and telephone conference re legal description (.6); draft confirmation motion and declaration (1.2); conference with KAC re oil and gas receipts for declaration (.2); telephone conference to E. Snyder and review deposition notes re damages calculation (.8); telephone conference with FBI re status of Cashier’s Checks (.2); telephone conference with AUSA re status of Cashier’s Checks and re detention hearing (.5); review Frost Bank briefs/Memo and Opinion of Court re possibility of Cashier’s Checks being negotiated/Frost Bank liability/existence of stop payment (1.3); review emails/correspondence and telephone conference re Haynes and Boone documents (.3).

1/6/2020 KAC 1

Telephone conference with Receiver, EnergyNet re draft Motion to Confirm Sale and exhibit re list of assets (.4); telephone conference with R. Foti re same (.3); edit Motion to Confirm sale (1); email EnergyNet re inserts to Motion to Confirm (.3).


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1/7/2020 TLT 4.2

Correspondence re expansion of Receivership (.2); conference with E. Snyder re expert witness discovery in Rothstein Kass and email re same (.6); attention to funding of EnergyNet sale and emails re same (.3); emails with H. Epstein re confirmation of sale (.2); review documents re Mattson/Hoggatt transfers and review email from R. Foti re same (.5); attention to document retrieval/third party production and emails with counsel re same (.8); telephone conference re same (.1); review Rothstein Kass Motion for Clarification filing (..5); review Paul Hastings correspondence re same and conference call with Paul Hastings (.4); review E. Snyder email to N. Morgan (.1); review correspondence with Paul Hastings re Motion to Clarify (.1); telephone conferences re Jinsun application to State Court Judge (.2); emails with A. Goforth re Breitling corporate documents.

1/8/2020 TLT 3.5

Email from E. Snyder re Jinsun/Rothstein Kass and respond (.2); emails with EnergyNet, R. Foti re status of transfer of lot 62413/confirmation timing (.3); review documents from Dykema re Frost Bank/Cashier’s Checks and review prior correspondence with Frost counsel (1.3); correspondence with buyer of lot 62413 (.1); review E. Snyder correspondence with SEC Staff (.1); correspondence with buyer re status of conveyances (.1); review E. Snyder email re deposition in Jinsun (.1); review R. Foti memo re 23 working interests titled to Breitling Energy Companies and telephone conference re same (.3); E. Snyder email re accounting expert (.1); review correspondence re Receiver’s joinder in Rothstein Kass motion (.1); review Jinsun “emergency motion” filed in State Court and P. Hastings correspondence re same (.4); telephone conference with counsel re same (.2); prepare joinder in Rothstein Kass motion to clarify (.3).


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1/8/2020 KAC 2

Emails with EnergyNet re exhibits to Motion to Confirm (.5); emails to R. Foti re same (.5); confer with Receiver re same (.5); telephone conference with EnergyNet re exhibits (.5).

1/9/2020 TLT 6.4

Telephone conferences and emails with EnergyNet re finalization of exhibits to Motion to Confirm/asset lists (.7); finalize and file Motion to Confirm and conference with KAC re same (1.5); review SEC Staff emails re Motion and telephone conference re same (.4); draft email and review emails re Jinsun Plaintiff’s interference (.2); telephone conference with counsel re same (.2); review Rothstein Kass filing in State Court (.2); review and revise draft joinder in Rothstein Kass motion for clarification (1.2); telephone conference with A. Goforth re same (.1); telephone conference with E. Snyder re same (.1); correspondence with EnergyNet re process problems and procedures going forward (.1); telephone conference re same (.1); review correspondence from State Court Judge and conference call re same (.4); review correspondence from E. Snyder and J. Castillo re Receiver’s position vis a vis Jinsun (.1); review cases referenced (.3); review E. Snyder email to Jinsun counsel re use of depositions (.1); draft and revise letter to Lauten and telephone conference with A. Goforth re same (.3); draft responses to E. Snyder and J. Castillo re Receiver’s position and strategy (.3); review A. Goforth correspondence (.1).

1/9/2020 KAC 1 Emails with EnergyNet (.1); draft proposed order for Motion to Confirm (.3); prepare exhibits to Motion to Confirm (.4); e-file same (.2).


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1/10/2020 TLT 1.4

Review N. Morgan/E. Snyder exchange re discovery in Taylor v. Rothstein Kass (.2); telephone conference with E. Snyder re same (.1); review correspondence re transfer of data to E. Snyder (.2); review Lauten correspondence and documents discovered re Rothstein Kass insurance/indemnity (.3); conference with E. Snyder re same (.1); conference with D. Supkis-Cheek proposing engagement as damages expert (.5).

1/13/2020 TLT 2.4

Emails and telephone conference with counsel re expert witness discovery / use of Receiver’s SEC witness (.5); review counsel correspondence with SEC counsel re experts (.1); review and approve Motion to Stay discovery in Taylor v. Rothstein Kass and telephone conference re same (.4); Review Lauten filings in USDC re clarification of stay (.4); review State Court transcript (.3). review EnergyNet email and respond (.2); review E. Snyder correspondence and expert witness resume/prepare for call (.4); conference with A. Goforth re Jinsun response (.1).

1/13/2020 KAC 0.1 Review additional production from Rothstein Kass.

1/14/2020 TLT 1.3

Assemble SEC Preliminary Injunction evidence for counsel/review correspondence and telephone conference re same (1); review correspondence re J. Wagers deposition (.1).

1/15/2020 KAC 0.2 Review email from E. Snyder and respond.

1/16/2020 TLT 0.4 Review Rothstein Kass filing/response in USDC; email from D. Supkis-Cheek and telephone conference re expert testimony (on damages).


of 10



1/17/2020 TLT 1.1

Conference call/correspondence with E. Snyder re designation of experts and SEC witness re same (.4); review correspondence re same (.2); Review correspondence and conference re access to SEC database (.3); review correspondence re SEC database and approve responses (.2).

1/22/2020 TLT 0.6 Review EnergyNet correspondence/telephone conference with EnergyNet re next steps in sales procedure.

1/22/2020 KAC 2

Telephone conference with E. Snyder re database of documents (.2); attention to clawbacks (.2); confer with Receiver re claims procedures and access to documents (1); attention to counsel advisory from Court and confer with Receiver re same (.6).

1/23/2020 TLT 4.9

Review E. Snyder correspondence with SEC Staff (.1); review E. Snyder email re damages theory (.5); review additional working interest assets for sale/correspondence and documents from R. Foti (1.5); telephone conference with EnergyNet re staffing procedures (.); review R. Foti memo re Mattson/Hoggatt transfers and response/review documents re same (.5); attention to clawback demands/status and draft various correspondence re same and with counsel (1.6); review M. Wortham correspondence and telephone conference with Wortham (atty for clawback defendants) (.3); review correspondence from T. Miller re clawback and respond (.2).

1/23/2020 KAC 1.6

Attention to clawback letters (.7); review expert database re amounts (.3); telephone conference with Receiver, EnergyNet and R. Foti re next lot for sale (.6).


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1/27/2020 TLT 1.1

Review EnergyNet email re status and correspondence re same (.3); review correspondence from EnergyNet buyer and respond re outgoing payments (.2); review R. Foti email and attachment re royalty conveyances between crude/investors (.6).

1/28/2020 TLT 0.3 Review correspondence from E. Snyder staff re technology and respond.

1/29/2020 TLT 0.6

Email and telephone conference with E. Snyder re damages models/increase liability/looting/status of SEC admin proceedings and proposed use of SEC expert; review R. Foti memo and documents re interests/suspense.

1/29/2020 KAC 0.1 Respond to inquiry from buyer.

1/30/2020 TLT 0.2 Review correspondence from counsel re clawback info; review R. Foti email re BOG/BEC royalty income.

Case Administration


1/6/2020 TLT 0.9

Review Order re Expansion motion and conference re same; email and telephone conference with A. Goforth re same; attention to need to record Order in other jurisdictions.

1/6/2020 KAC 1.1 Attention to Receivership bookkeeping (.5); draft Exhibit A to Status Report (.6).


of 10

Case Administration


1/7/2020 TLT 0.4 Meet and confer with Hallam counsel re Motion to Confirm; review and approve PKF invoice.

1/8/2020 KAC 1 Emails with R. Foti re W9 for Breitling Energy Companies (.4); respond to investor inquiries (.6),

1/10/2020 TLT 0.3 Review and approve bills (expenses) submitted by Castillo Snyder.

1/13/2020 KAC 0.5 Attention to investor inquiries.

1/15/2020 KAC 0.4 Respond to investor inquiry; review email from R. Foti re Crown documents and respond.

1/16/2020 KAC 1 Attention to Receivership bookkeeping (.5); draft SFAR and attention to adjustments (.5).

1/17/2020 TLT 0.8 Review and approve correspondence with claimant re Plan of Distribution (.3).

1/22/2020 TLT 1.7

Review filings by Objectors and review prior filing/correspondence (.5); review advisory from USDC and telephone conference with A. Goforth re same (.2); review, revise and approve for filing response to USDC (.5); draft and revise notice (.2); review and approve correspondence with Wohrman (Objector) and review prior Wohrman correspondence (.3).

1/23/2020 TLT 0.8

Draft email to SEC Staff re outline for presentation at April 6 hearing and re possible SEC participation; review Perry correspondence and prepare response; review Order setting April 6 hearing; and conference with A. Goforth re same.

1/23/2020 KAC 0.1 Attention to investor inquiry.


of 10

Case Administration


1/27/2020 TLT 0.4 Review motion for remedies/motion for final judgment and appendix and review SEC Status Report.

1/28/2020 TLT 0.6 Review investor correspondence and draft response (.5); email to SEC Staff re hearing (.1).

1/29/2020 TLT 2.1

Telephone conference with R. Foti re hearing (.3); memo to R. Foti re necessary presentations at hearing and outline same (1.2); compile investor/objector list (.5); review C. Perry emails (.1).

1/29/2020 KAC 2

Telephone conference with R. Foti re preparation for hearing: WI vs. RI, royalty investor arguments, etc. (0.3); emails with R. Foti re proof documents needed (.7); confer with Receiver re same (1).

1/30/2020 TLT 1.6

Telephone conference with D. Supkis-Cheek/C. Boatcallie re hearing (.3); assignments to D. Supkis-Cheek re hearing proof/money in an out to investors (.6); Review D. Supkis-Cheek spreadsheet re objector accounting/money in and out (.7).

1/30/2020 KAC 3.6

Confer with Receiver and R. Foti re April 6 hearing objectives, action plan for same (.3); conference with Receiver and DSC re April 6 hearing and data needed (.3); confer with Receiver re same (.6); emails with DSC/Boatcallie re same (.3); compile notes on meetings and transmit action plan to R. Foti (1); update Receivership website (1); emails with RF re example of messy title (Crude) (.1).

1/31/2020 TLT 1.5 Review and analyze D. Supkis-Cheek spreadsheets re transactions of objecting parties and C. Boatcallie memo re same.


of 10

Business Operations


1/14/2020 TLT 1.3 Attention to Sterling County, et al. tax issues and review documents re same (1); conferences with A. Goforth and R. Foti re same (.3).

1/15/2020 TLT 0.7 Attention to Crown Energy/review documents and emails with R. Foti.

1/23/2020 TLT 0.7 Review R. Foti correspondence re Hess, XTO; review XTO division order documents and email with R. Foti re same.

Status Reports


1/6/2020 TLT 2.2 Draft Status Report.

1/8/2020 KAC 1.9 Attention to editing Status Report and draft exhibits.

1/9/2020 TLT 0.3 Review Status Report and approve for filing.

1/9/2020 KAC 0.5 Finalize exhibits to Status Report; e-file same.

TIME SUMMARY

NAME HOURS RATE TOTAL

Thomas L. Taylor III 51.1 $ 395.00 $ 21,184.50

Kelly A. Cornelison 20.1 $ 120.00 $ 2,412.00

TIME SUMMARY TOTAL

$ 22,596.50


INVOICE



Tax I.D. #27-2449812

Invoice Date: March 10, 2020


For Professional Services Rendered Through: February 28, 2020



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2/3/2020 TLT 4.6

Attention to clawbacks/financial statements for proposed defendants and correspondence with counsel (1.2); conferences re engagement of Veritas as expert (.8); conferences re designation of experts to replace Veritas (1.2); conference with D. Supkis-Cheek re possible testimony (.3); emails and telephone conferences with E. Snyder re experts (.5); review Order confirming Sale and telephone conference re same (.3); review necessary implementation of sale (.3).

2/3/2020 KAC 0.5 Attention to clawbacks.

2/4/2020 TLT 4.4

Review EnergyNet emails re confirmation (.1); draft email and transmit Order to EnergyNet (.2); conferences re next steps to complete transfer of assets to buyer (.4); review memo and opinion re Rothstein Kass Motion to Dismiss and cases cited and conference re Order (1.2); review Original Complaint and facts re possible amendment of Complaint and conference re same (1.5); email from counsel re same (.1).

2/5/2020 KAC 1.4 Attention to outgoing conveyances for first lot sale (1); attention to incoming mail and update clawbacks spreadsheet (Derek Taylor returned mail) (.4).

2/6/2020 TLT 1.8

Review correspondence re Babylon/Joshua properties/list of underlying assets/correspondence from K. Mire & Associates (.6); conferences re outgoing conveyances of sold lot/review R. Foti email and outgoing conveyances and execute same (1.2).

2/6/2020 KAC 1.7 Attention to outgoing conveyances, confer with Receiver, notarize conveyances, prepare and attached exhibits, and transmit to EnergyNet


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2/7/2020 TLT 0.8 Review E. Snyder memo, review B. Lauten correspondence re Receiver’s position on Jinsun and draft response (.8).

2/10/2020 TLT 0.3 Review Lauten correspondence (.2); review E. Snyder email and respond (.1).

2/12/2020 TLT 0.4 Review Snyder memo re damages analysis /expert testimony and respond (.4).

2/13/2020 TLT 4

Review status of transfer of EnergyNet sale of assets (.2); review correspondence from buyer (.1); review KAC correspondence re same (.1); review buyer correspondence (.1); conference with E. Snyder re scheduling depositions/discovery/review and approve correspondence with Defendant’s counsel re same (.2); review correspondence and docs re Defendant’s insurance coverage and telephone conference re same (.6); review correspondence and response with buyer in negotiated sale (.2); attention to clawbacks/draft tolling agreement with Miller and correspondence re same (1.2); draft tolling agreement with Wortham and correspondence re same and review response (.7); telephone conference with Wortham (.2); conference with A. Goforth re draft Complaint (.4).

2/13/2020 KAC 1 Attention to clawback tolling agreements (.7); emails with buyer re revenue received (.3)

2/14/2020 TLT 0.6 Review Wortham response; conference with A. Goforth re draft Complaint/possible causes of action.


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2/16/2020 TLT 1.9

Review correspondence re missing conveyance docs for lot 62413 and conference re same, review attachments (.3); review/revise draft clawback complaint/agreement with various Defendants, conference with A. Goforth re same (1.6).

2/17/2020 TLT 0.4 Emails and conference with A. Goforth re draft Complaint.

2/17/2020 KAC 0.5 Attention to email from EnergyNet and respond; attention to clawback complaint and email to Goforth re same.

2/18/2020 TLT 2 Review redline of draft clawback complaint, approve final for filing with ancillary filings (1.4); conferences with A. Goforth and approve for filing (.6).

2/20/2020 TLT 0.4 Attention to summons/service in clawback/emails re same and conference with A. Goforth re Errata.

2/20/2020 KAC 1.9

Telephone conference with AMG re service of summons for clawbacks case (.3); telephone conference with N. Ramon re RK production and upload same to Dropbox (.8); attention to service of summons on all clawback defendants (.8).

2/25/2020 TLT 0.6 Review memo from E. Snyder re expert witness and re meeting with SEC Staff and respond; email and telephone conference with SEC Staff.

2/26/2020 TLT 5.5

Telephone conference with SEC Staff (.2); review memo from R. Foti re doc search in connection with S. Cox meeting/conveyancing and conference re same (.6); review and select docs/prepare for S. Cox meeting and proposed testimony at 4/6 hearing (4.7).


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2/28/2020 TLT 1.7

Review confidential Memo re settlement of Taylor v. Rothstein Kass and conference re same (1.2); memo from expert witness and telephone conference re same (.5).

Case Administration


2/1/2020 TLT 2.5 Review and analyze investments/distributions for Objectors and data re same (1.3); outline issues for 4/6 hearing (1.2).

2/3/2020 TLT 1.3

Review accounting detail from DSC/Boatcallie re Objectors and conference re same (.8); review R. Foti spreadsheets and support re conveyances from Receivership entities / Working Interests (1.5).

2/3/2020 KAC 0.5 Respond to investor inquiries (telephone calls and emails).

2/4/2020 TLT 1.4

Conference with accountants re calculation of claims vs testifying as to negligence and email to counsel re same (1.2); review and approve invoices for costs in Taylor v. Scheef & Stone (.2).

2/5/2020 KAC 0.5 Emails with Citibank re closing account (.2); attention investor inquires (.3).

2/6/2020 TLT 1.5

Emails and transmit of USDC Memo & Order (.2); review Memo & Order re Further Clarification of Stay and telephone conference and email re same (.8); review correspondence and documents re Dallas County tax liens (.5).


of 10

Case Administration


2/6/2020 KAC 1 Attention to 2019 1099s for vendors, create spreadsheet and email to accountants re same (.6); confer with Receiver re same (.4).

2/7/2020 TLT 0.6

Review Motion for Stay/Remedies in Enforcement action and email from Cook re same/review proposed order (.4); review SEC correspondence re Motion to Stay (.1); review K. Cook correspondence (.1).

2/10/2020 TLT 3.7

Review Order re Stay (.1); review investor (royalty) correspondence re tax bills and review tax positions re assets/prior correspondence re same (1.8); review Objector filing with Court and additional documents/review prior filing (.6); review Jinsun Motion to Amend Order re Stay and supporting papers/appendix, telephone conference re same (1.2).

2/11/2020 TLT 0.3 Review scheduling order re Jinsun motion (.1); email and telephone conference re Receiver’s response to Jinsun emergency motion (.3).

2/12/2020 TLT 0.1 Review S. Cox correspondence re investors.

2/12/2020 KAC 0.8 Attention to investor inquiries; attention to Receivership 1099s.

2/13/2020 TLT 0.5

Review proposed Receiver response to Jinsun motion and conference re same (.8); review Perry complaint letter/review prior correspondence /response (.6).


of 10

Case Administration


2/13/2020 KAC 1.4

Telephone conference with Perdue Brandon re taxes due and review email re same (.9); confer with Receiver re Scott Cox meeting (.2); respond to investor inquires (.3).

2/14/2020 TLT 2.5

Finalize and approve for filing Receiver’s response to Jinsun (1.2); telephone conference with A. Goforth re same (.2); review Perry tax statements and compare to prior correspondence with taxing authorities (.4); review Rothstein Kass response re Jinsun motion (.4); review Jinsun Reply Brief, appendix (.3).

2/17/2020 KAC 0.1 Respond to investor inquiries.

2/18/2020 TLT 0.2 Review PKF invoice and approve.

2/19/2020 TLT 1.4

Review correspondence re Mattson failure to comply with subpoena and conference with KAC re same (.5); correspondence re Cox meeting (.1); review PKF spreadsheets and review correspondence re explanation of same (.6); correspondence with SEC Staff re FWRO meeting (.2).

2/19/2020 KAC 3.3

Respond to investor inquiries (.4); telephone conference with R. Foti re preparation for April 6 hearing (1.1); email to C. Boatcelli re investor spreadsheets and review same (1); review J. Howland transcript re same (.8).

2/20/2020 TLT 0.9

Review Mattson response; attention to response to Hoggatt subpoena and email re same; correspondence with Veritas re commingling study for 4/6 hearing, telephone conference re same; review Hallam Motion to Stay.


of 10

Case Administration


2/20/2020 KAC 2.4

Attention to filings of 1096 and 1099s (.3); review email from K. Hoggatt re subpoena, confer with Receiver and respond (.3); research Objector communications and transactions (1.8).

2/21/2020 TLT 3.8

Review Order re Hallam motion (.1); review PKF revised spreadsheets (1.2); review Hoggatt production pursuant to subpoena (.8); telephone conference with Veritas re additional work and review prior declaration and exhibits re commingling (1.7).

2/24/2020 TLT 3.8

Review schedule re participation in Babylon, etc. and emails from R. Foti re same (1.2); conference re pretrial procedures applicable to 4/6 hearing/review local rules/Fitzwater rules (.7); compile possible witness list (.4); review transcript of Sowards testimony/exhibits in contempt proceedings re possible testimony at April 6 hearing (1.5).

2/24/2020 KAC 2.4

Attention to investor inquiry (.1); review email from C. Boatcelli and review investor spreadsheets (.4); review financial affidavit of Thomas Miller (.2); telephone conference with R. Foti re Babylon prospect spreadsheet (.5); confer with Receiver re same (.2); research source of Breitling acquisition payments (1).

2/25/2020 TLT 3

Review memo and order re Jinsun Emergency Motion (.2); review J. Mattson response and production to Receiver’s subpoena (1.2); review RF schedule of prospects/investors/conveyances and telephone conference and correspondence re same (1.6).


of 10

Case Administration


2/26/2020 KAC 4.3

Prepare for Scott Cox meeting (.6), create spreadsheets of objector transactions (.9); review books and records for PSAs of Breitling acquisitions (.8); review expert database for payments to investors from incorrect accounts (.5); review objector transactions for same (.2); compile objector communications with Receiver (1.3).

2/27/2020 TLT 9.1

Travel to Dallas (billed at half time) (2); review outline of testimony (.6); meet with S. Cox and counsel, prepare for testimony (4); travel to Houston (2); telephone conference with Receiver’s counsel (.5).

2/27/2020 KAC 8 Travel to Dallas (billed at half time) (2); meet with S. Cox and L. Calhoun in preparation for April 6 hearing (4); travel to Houston (billed at half time)(2).

Business Operations


2/4/2020 TLT 0.2 Review email re payment of AFE and respond.

2/5/2020 KAC 0.6 Attention AFEs/division orders and emails with RF and Receiver re same; emails with Hart Energy.

2/19/2020 TLT 0.2 Review docs/correspondence re JIBs.

2/20/2020 KAC 0.3 Emails with R. Foti re AFE, confer with Receiver re same.


of 10

TIME SUMMARY




TIME SUMMARY TOTAL

$ 30,140.00


INVOICE



Tax I.D. #27-2449812

Invoice Date: April 10, 2020


For Professional Services Rendered Through: March 31, 2020



of 10



3/2/2020 TLT 1.3

Review status of service of process re clawback defendants (.5); review E. Snyder email re expert description and review correspondence and history re Jerry Hansen (accounting expert) (.3); review status of payment and JIBs re sale of lot 62413, review buyer correspondence, review email/documents from R. Foti (.5).

3/2/2020 KAC 0.9

Calculate JIBs owed to buyer netted from revenue for first lot sold; email re same; review emails from Easy Serve re service on Madu and Taylor; respond to Hoggatt email.

3/4/2020 TLT 0.7

Emails with counsel re proposed experts; correspondence with counsel re transcripts/exhibits; emails and telephone conference re FBI asset recovery (vehicle).

3/5/2020 TLT 0.2 Correspondence/documents re Range Rover and telephone conference with FBI re same.

3/5/2020 KAC 1 Telephone conference with buyer re accounting pre and post effective date (.4); review deposits of same and transmit same (.6).

3/6/2020 TLT 2.8

Review Rothstein Kass interrogatories/RFAs/RFP, email and telephone conference with Snyder re response (2.6); review documents/correspondence re EnergyNet lot/sale (.2).

3/9/2020 TLT 1.8 Review and comment re draft response to RFAs, telephone conference re same.


of 10



3/10/2020 TLT 0.1 Email and conference re unclaimed revenue.

3/12/2020 KAC 0.5

Confer with Receiver re oil and gas revenue into Receivership; emails with buyer re reconciliation of revenue/JIBs around effective date; email to R. Foti re same.

3/13/2020 TLT 0.8 Email from counsel re Jinsun/Rothstein Kass depositions and review correspondence between parties in Jinsun; draft email to counsel re same.

3/16/2020 TLT 0.5 Review status of service in clawbacks and conference re same.

3/18/2020 TLT 1.8

Review E. Snyder draft responses to Rothstein Kass Interrogatories and comment and telephone conference re same (1.6); review SEC correspondence re additional transcripts and email with Snyder re same (.2).

3/19/2020 TLT 2.3

Review Rothstein Kass RFPs and provide responses to counsel/comment re responses (1.8); email to A. Goforth re same (.1); email from Snyder re same (.1); review Rothstein Kass third party subpoena and email from counsel re same (.3).

3/20/2020 TLT 2

Review Lauten/Paul Hastings correspondence and conference with counsel re same (.3); review Snyder memo re sued entity vs. auditor responsibility and respond (.3); emails with A. Goforth re same and review charging allegations in Complaint (.8); review emails from Snyder re expert witnesses and review resumes, telephone conference re same; (.6).


of 10



3/23/2020 TLT 2.2

Review memo re documents previously produced by Receiver and conference re same (.3); review revised responses to Rothstein Kass interrogatories to Receiver and respond, conference with counsel re same (1.8); emails re SEC production and status of Breitling email servers (.1).

3/24/2020 TLT 1.1

Review E. Snyder memo re SEC database/production of Breitling internal emails/servers (.3); emails re existing indexes of SEC database (.2); review status re service of process in clawbacks (.2); emails re status of production to Rothstein Kass (.4).

3/25/2020 TLT 0.2 Emails re uploading/access to database.

3/26/2020 TLT 1.5 Review and approve revised answers to Rothstein Kass RFP and comment, review A. Goforth comments, email re same.

3/30/2020 TLT 0.2 Emails with E. Snyder re document production to Rothstein Kass.

3/31/2020 TLT 1.1

Telephone conference with US Attorney’s office re seizure and status of Breitling servers/emails and status of prosecution/expert witness conflicts (.7); email and telephone conference with E. Snyder re third party subpoena and re necessity for notice to producing parties (.3); review email from S&S counsel re same (.1).


of 10

Case Administration


3/2/2020 TLT 5

Prepare for meeting with Sowards/Naramor in Dallas, outline proposed testimony, review motion to approve Plan and supporting papers re same (4.8); review Naramor email and respond (.2).

3/2/2020 KAC 1.8

Email to forensic accountant re meeting (.1); telephone conference with EQT re claim form (.4); telephone conference with investor re status (.2); review more RI PSAs and compile list (.8); organize notes from Cox meeting and discuss with Receiver re same (.3).

3/3/2020 TLT 10

Travel to Dallas (billed at half time) (2); meet with Sowards and Naramor and plan additional analysis/testimony re royalty interests (2.5); meet with E. Snyder in Dallas (1.5); meet with SEC Staff FWRO, Snyder (2). travel to Houston (billed at half time) (2).

3/4/2020 TLT 2.3

Review of USDC decision and findings on commingling (royalty interests/BRC) (1.5); review S. Cox follow up and telephone conference with S. Cox (.8).

3/4/2020 KAC 1

Confer with Receiver re Sowards meeting/requested documents, Snyder meeting/requested documents and compile same (.6); telephone conference with EQT re claim potential claims for other Receivership entities (.1); submit claims form for BRC (.1); review email from S. Cox (.1); attention to payables (contract labor)(.1).

3/5/2020 TLT 4.2

Legal research re commingling/Plan approval/review A. Goforth memo and telephone conference with A. Goforth re same/review USDC Memo and opinions ordering same (1.7); telephone conference with M. Naramor re additional analysis (.7); select documents for Sowards review from CIMs (1.5); review list of royalty interest acquired (.3).


of 10

Case Administration


3/5/2020 KAC 1.9 Compile documents in preparation for Sowards/Naramor meeting.

3/6/2020 TLT 2.1

Review documents from S. Cox re acquisition of royalty interests, etc. (1.3); review S. Cox memo re Josiah, Jonah royalty interests acquired and telephone conference re same (.6).

3/9/2020 TLT 3.6

Conference with S. Cox re over-selling evidence; review emails/documents compiled by S. Cox re over-selling and conveyancing (2.8); email with J. Howland (.1); telephone conference with J. Howland re over-selling evidence and possible testimony (.7).

3/9/2020 KAC 0.5 Update Receivership website; review documents/evidence from S. Cox.

3/11/2020 TLT 2.2 Analyze and prepare chronology of S. Cox emails and involvement in over-selling issue, email to S. Cox re same.

3/11/2020 KAC 0.3

Review investor inquiry and respond (Murphy/Barker); email to M. Naramor re prospect spreadsheets from Cox and confer with Receiver re same; review email from Howland re overselling spreadsheet.

3/13/2020 TLT 6.5

Emails and documents re S. Cox interview and prepare for same (3.8); review Order cancelling hearing (.1); draft motion for additional procedures, draft declaration in support of motion (2.6).


of 10

Case Administration


3/16/2020 TLT 6.5

Emails and telephone conference with S. Cox and counsel and review of documents re same (.1); email from Sowards/Naramor, review proposed questions and outline proposed Sowards testimony for hearing (2.8); email to Sowards/Naramor re cancellation of hearing (.1); draft email to chambers and review response (.3); draft “meet and confer” correspondence with all Objectors, draft outline of proposed additional procedures and motion re same (2.5); review motion for telephonic hearing (.1); review PDM response to meet and confer and transmit reply (.3); review Wohrman response (.1); review Perry responses (.2).

3/16/2020 KAC 1.2

Confer with Receiver re Order cancelling hearing (.9): compile Objector emails addresses and transmit email meet and confer re motion for supplemental submissions (.3).

3/17/2020 TLT 3.7

Review Sowards email and draft declaration of Sowards and exhibits (3.2); review Order re Perry motion for telephonic hearing (.1); emails and telephone conference with Dallas counsel re April 6 hearing (.4).

3/18/2020 TLT 1.5

Emails with SEC Staff re motion for additional procedures (.2); review research re in person hearing requirements (.8); review FRCP/local rules and email and telephone conference with A. Goforth re same (.3); review Descamps response to meet and confer (.2);

3/18/2020 KAC 1.7 Attention to Motion to Establish Further Procedures.


of 10

Case Administration


3/19/2020 TLT 2.2

Review SEC Staff comments re motion for additional procedures, draft email to SEC Staff re motion and re Objectors’ response to meet and confer (.4); revise draft motion for additional procedures (1.8).

3/19/2020 KAC 1 Review email from SEC re motion and confer with Receiver re same (.2); attention to incoming mail (.7); attention to investor inquiry (.1).

3/20/2020 TLT 0.2 Email to SEC Staff re procedures motion and review response.

3/23/2020 TLT 3.6 Finalize and file procedures motion and supporting papers.

3/23/2020 KAC 0.2 E-file motion for further submissions; review judge’s order re same; serve motion and order on all objectors via email’

3/25/2020 TLT 0.4 Review Objector (Wohrman) filing and compare to prior.

3/25/2020 KAC 0.1 Review email from E. Snyder and respond; review filing by Wortham.

3/23/2020 KAC 0.2 Confer with R. Foti re Crown Energy docs; upload to Dropbox.

3/30/2020 TLT 4.6

Emails re S. Cox interview/testimony, prepare documents for telephonic interview (2.5); telephone interview of S. Cox (1.8); review J. Howland email/spreadsheet re over-selling (.3).

3/30/2020 KAC 1.2 Telephone conference with Cox and Receiver; notate same.


of 10

Case Administration


3/31/2020 TLT 3.3

Review KAC notes re S. Cox interview and documents, draft S. Cox declaration in support of motion to approve Plan of Distribution (2.6); review R. Foti memo re transfer of royalty interests (.1); emails re Terran settlement and conference with KAC re same (.2); emails re BRC interests in suspense and respond (.4).

3/31/2020 KAC 1 Emails with R. Foti and Receiver re funds in suspense (.3); research Ballard and Littlefield billing issue (.7)

Business Operations


3/4/2020 KAC 0.1 Attention to email from R. Foti re Devon DO.

3/9/2020 KAC 0.1 Attention to AFE and email to R. Foti re same.

3/18/2020 KAC 0.2 Attention to payment of double play AFE.

Status Reports


3/26/2020 TLT 0.4 Review Q4 Status Report re revisions for Q1.

3/31/2020 TLT 2.5 Draft Q1 Status Report.


of 10

TIME SUMMARY




TIME SUMMARY TOTAL

$ 35,521.00


Exhibit 2


GOFORTH LAW, PLLC INVOICE 7614 FAIRDALE LANE HOUSTON, TEXAS 77063 TEL: (713) 464-2263 FAX: (713) 583-1762 [email protected]

DUE UPON COURT APPROVAL

February 6, 2020

Tax I.D. 83-1908359 Thomas L. Taylor III, Receiver THE TAYLOR LAW OFFICES, PC 245 West 18th Street Houston, Texas 77008

Re: Representation of Receiver appointed in SEC v. Christopher A. Faulkner, et al.; Case No. 16-cv-1735-D; In the United States District Court for the Northern District of Texas, Dallas Division

For Professional Services Rendered Through: January 31, 2020

FEES ............................................................................................ $ 1,872.50

EXPENSES ......................................................................................... $ 7.00

TOTAL AMOUNT DUE $ 1,879.50


GOFORTH LAW, PLLC INVOICE January 2020 Page 2

7614 FAIRDALE LANE www.goforth.law HOUSTON, TEXAS 77063

Date ID Hours Description


1/7/2020 AMG 1.4 Emails with Receiver, E Snyder re Breitling corporate documents (.1); Review supplemental document filed by Rothstein Kass re Motion for Additional Clarification of Stay Order, cases cited therein (1.2); Email with R Foti re conveyances of assets from BOG/BEC (.1)

1/8/2020 AMG 0.8 Emails with Receiver, E Snyder re document production to Receiver; Emails with Receiver re Jinsun Emergency Motion for Protective Order in state court case, review Motion

1/9/2020 AMG 2.6 Confer with Receiver re Jinsun Emergency Motion for Protective Order in state court case (.2), review Rothstein Kass response to same (.3), draft Joinder in Rothstein Kass Motion to Clarify Stay Order (.8), review E Snyder email re same (.2), confer with Receiver re same (.1), draft email response re same (.3), emails with B Lauten, Receiver, E Snyder re same (.5); Confer with K Cornelison re Motion to Confirm Sale of Receivership Property (.2)

1/10/2020 AMG 0.5 Telephone call with R Foti re conveyances of assets from BOG/BEC

1/13/2020 AMG 1 Review Jinsun Response re Motion for Additional Clarification of Stay Order, confer with Receiver re same

1/16/2020 AMG 0.7 Review Rothstein Kass Reply re Motion for Additional Clarification of Stay Order

Case Administration

1/6/2020 AMG 0.5 Review Order placing Crude entities into Receivership, confer with Receiver re same

1/14/2020 AMG 0.5 Telephone call, email with B Weller re Sterling Co. tax matters, emails with Receiver, R Foti re same

1/15/2020 AMG 0.3 Emails with R Foti re re Sterling Co. tax matters




Date ID Hours Description 1/16/2020 AMG 0.2 Emails with R Foti, B Weller re Sterling Co. tax matters 1/17/2020 AMG 0.1 Review voicemail from Investor re email service 1/21/2020 AMG 0.1 Review hardship letter of Investor filed with Court 1/22/2020 AMG 0.5 Review hardship letter of Investor filed with Court;

Review Advisory from Court re hearing date on Motion re Plan of Distribution, review and revise draft letter to Court re hearing, emails with Receiver re same, Email to investor re email service

1/23/2020 AMG 0.4 Review email from Investor; Review hearing setting by Court on Motion re Plan of Distribution, confer with Receiver re same

1/24/2020 AMG 1 Review SEC Motions for Remedies and Final Judgment as to Defendants Hallam, Rodriguez, and Hankins; Review SEC Status Report

1/27/2020 AMG 0.1 Review SEC email to Court re Motions for Remedies and Final Judgment




BILLING SUMMARY

ID Timekeeper Hours Rate Total AMG Andrew Goforth 10.7 $ 175.00 $ 1,872.50

EXPENSES

Description Amount

January PACER Fees 7.00

$ 7.00

NOTE: INCURRED EXPENSES NOT APPEARING ON THIS INVOICE WILL BE BILLED LATER.




March 9, 2020

Tax I.D. 83-1908359

Thomas L. Taylor III, Receiver THE TAYLOR LAW OFFICES, PC 245 West 18th Street Houston, Texas 77008


For Professional Services Rendered Through: February 29, 2020

FEES ............................................................................................ $ 5,932.50

EXPENSES ....................................................................................... $ 10.90



GOFORTH LAW, PLLC INVOICE February 2020 Page 2




2/3/2020 AMG 0.1 Review Order confirming sale of Receivership property 2/4/2020 AMG 1.3 Review Order re Rothstein Kass Motion to Dismiss 2/13/2020 AMG 5.1 Confer with Receiver re Clawback litigation, draft

Complaint re same, emails with K Cornelison re same 2/14/2020 AMG 6.1 Draft Clawback Complaint, confer with Receiver re

same, review docket filings re same, Receiver emails with counsel for potential defendants re tolling agreements re same

2/17/2020 AMG 5.5 Draft Clawback Complaint, confer with and emails with Receiver re same, emails with K Cornelison re same

2/18/2020 AMG 6.9 Confer with Receiver re Clawback complaint, emails with Receiver, S Cox re same, finalize and file same, draft and file Certificate of Interested Parties, draft and file Notice of Related Case

2/19/2020 AMG 0.5 Review assignment of Clawback case to Judge Fitzwater; draft and file requests for Clerk to issue summons

2/20/2020 AMG 0.9 Confer with Receiver re Clawback action, clerical errors in captions, draft and file Notice of Errata, emails with K Cornelison re service of process

Case Administration

2/5/2020 AMG 0.1 Review Notice of Deposition by Hallam counsel 2/6/2020 AMG 0.7 Review Order staying Jinsun Case, confer with Receiver

re same 2/7/2020 AMG 0.6 Review Notice of Deposition by Hallam counsel;

Review Hallam Motion to Stay re SEC Motions for Remedies and Final Judgment, emails from SEC and Hallam counsel re same

2/10/2020 AMG 0.1 Review Order granting Hallam Motion to Stay re SEC Motions for Remedies and Final Judgment




Date ID Hours Description 2/11/2020 AMG 0.7 Review Jinsun Emergency Motion to Amend/Correct

Order Staying Jinsun State court case, Court scheduling Order re same, confer with Receiver re same, emails with E Snyder re same

2/12/2020 AMG 1.7 Draft response to Jinsun Emergency Motion, review Order staying Jinsun case, Emergency Motion, previous filings re Stay issue

2/13/2020 AMG 0.9 Draft response to Jinsun Emergency Motion, confer with Receiver re same

2/14/2020 AMG 0.6 Finalize and file Response to Jinsun Plaintiffs' Emergency Motion

2/20/2020 AMG 0.1 Review Hallam Motion to Modify Stay 2/21/2020 AMG 0.1 Review Order re Hallam Motion to Modify Stay 2/24/2020 AMG 1.2 Confer with Receiver re hearing on Plan of Distribution

Motion, evidence, witnesses for same, research re exhibit/witness list deadlines

2/25/2020 AMG 0.7 Review Order denying Jinsun Emergency Motion to Amend/Correct re stay of Jinsun state court case, confer with Receiver re same




BILLING SUMMARY


EXPENSES

Description Amount

February PACER Fees 5.90 February Texas SOS Fees 5.00

$ 10.90





April 10, 2020

Tax I.D. 83-1908359

Thomas L. Taylor III, Receiver THE TAYLOR LAW OFFICES, PC 245 West 18th Street Houston, Texas 77008


For Professional Services Rendered Through: March 31, 2020

FEES ............................................................................................ $ 1,855.00

EXPENSES ......................................................................................... $ 0.00



GOFORTH LAW, PLLC INVOICE March 2020 Page 2




3/19/2020 AMG 1.7 Review Rothstein Kass Requests for production, draft email to E Snyder re Receiver's previous productions to Rothstein Kass, review Receiver's Responses and Objections to Rothstein Kass subpoena duces tecum in Jinsun state court case

3/20/2020 AMG 0.8 Review Rothstein Kass Requests for production, draft email to E Snyder re Receiver's previous productions to Rothstein Kass, review Receiver's Responses and Objections to Rothstein Kass subpoena duces tecum in Jinsun state court case, emails with Receiver re named defendants in case

3/23/2020 AMG 0.6 Email to E Snyder re Receiver's previous productions to Rothstein Kass, review Rothstein Kass Requests for production re same, review Receiver's Responses and Objections to Rothstein Kass subpoena duces tecum in Jinsun state court case re same

3/24/2020 AMG 0.6 Emails with Receiver, E Snyder re previous productions to Rothstein Kass

3/25/2020 AMG 0.5 Emails with Receiver, E Snyder re previous productions to Rothstein Kass

3/26/2020 AMG 0.8 Review Receiver's draft Responses and Objections to Rothstein Kass RFPs, email E Snyder comments re same

3/27/2020 AMG 0.3 Confer with Receiver re discovery responses in Rothstein Kass case, emails with Receiver, E Snyder re same

3/30/2020 AMG 0.3 Emails with Rothstein Kass counsel, Receiver, E Snyder re production of documents to Rothstein Kass, potential confidentiality issues re same




Date ID Hours Description Case Administration

3/3/2020 AMG 1.7 Analyze findings re commingling among Breitling entities in previous Opinions and evidence of same in previously-filed Motions

3/5/2020 AMG 0.8 Finalize analysis of commingling findings and evidence in record, emails with Receiver re same

3/13/2020 AMG 0.1 Review Order cancelling hearing on Plan of Distribution Motion

3/16/2020 AMG 0.1 Review Motion to appear by telephone by Investors 3/17/2020 AMG 0.1 Review Order re Investors request to appear by phone 3/18/2020 AMG 1.4 Confer with Receiver re Motion for Court to determine

Plan of Distribution Motion on the submissions, research re same

3/23/2020 AMG 0.2 Review Motion to Determine Procedures for Determination of Plan of Distribution Motion, Order scheduling briefing for same

3/25/2020 AMG 0.1 Review Notice, Objection filed by P Wohrman, confer with Receiver re same

3/27/2020 AMG 0.2 Confer with Receiver re Breitling company email files, email to S Mascianica re same

3/30/2020 AMG 0.1 Confer with Receiver re Breitling company email files 3/31/2020 AMG 0.2 Emails with Receiver, S Mascianica re Breitling

company email files




BILLING SUMMARY




Exhibit 3


Taylor Law Office - SEC vs. Faulkner

Thomas Taylor

Houston, TX 77008

Invoice #: 98305

Invoice Date: 04/06/2020

Client ID: 42800200

Due Date: 04/06/2020245 West 18th Street

$2,432.50

Staff Hours\Qty CommentsDate Amount

EIN: 76-0356844 Forensic accounting professional services rendered January 1,2020 through March 31, 2020 in connection with Breitling/Faulkner Receivership

01/07/2020 0.50 Internal status matters, quick call with TaylorCheek $175.00

01/17/2020 0.50 Discussion with Danielle on status of case.Boatcallie $137.50

01/30/2020 0.50 Call with Taylor and follow upCheek $187.50

01/31/2020 0.50 Objector activity requested by Thomas Taylor.Boatcallie $137.50

02/03/2020 1.00 Phone call and research for attorneys.Boatcallie $275.00

02/19/2020 0.10 Status with CBCheek $35.00

02/20/2020 0.10 Status with CBCheek $35.00

02/20/2020 1.00 Review of investor activity.Boatcallie $275.00

02/21/2020 0.20 Status with CB and reviewCheek $75.00

02/21/2020 4.00 Review of work papers and investor activity,attorney request, and discussion with Danielle.

Boatcallie $1,100.00

$2,432.50Amount Due

INVOICES ARE DUE AND PAYABLE UPON RECEIPT-Invoices are considered past due 30 days after thedue date. A late fee of 18% per annum will be assessed on all past due invoices.Please remit payment by ACH or Wire Transfer to:Amegy Bank of Texas ABA(Routing#):1130112581717 West Loop South Acct# 51301594Houston, TX 77027-3048 SWIFT:ZFNBUS55 (Swift Bank Name: ZB, N.A.)If paying by check, send to the address at the top of this page. REMINDER: Credit Card payments mayincur a convenience fee. Please contact our accounting department.Any questions regarding invoice amounts should be directed to the engagement Director within 10 days ofinvoice date.


Exhibit 4


Exhibit 5


The Taylor Law Offices, P.C. 4550 Post Oak Place Drive, #241 Houston, TX 77027

August 15, 2019

File #: rothstein

12615

RE: US District Court for the Northern District of Texas, Dallas Division, THOMAS L. TAYLOR III, solely in his capacity as Court-appointed temporary receiver for Breitling Energy Corporation, et al., 3:19-cv-01594-B Plaintiff, v. ROTHSTEIN KASS & COMPANY, PLLC and BRIAN MATLOCK, Defendants.

Thomas Taylor

Inv #:

Ballard & Littlefield LLP 3700 Buffalo Speedway

Suite 1020 Houston, TX 77098 USA

Ph: (713) 403-6400 (713) 403-6410 Fax:

DATE DESCRIPTION HOURS AMOUNT LAWYER

Jul-01-19 Review and revised Complaint (.40); Confer with Al Hammaker on Notice of Related Case and Certificate of Interested Parties (.30).

0.70 262.50 DRL

Receive and review draft of original complaint from Andrew Goforth (0.70); confirm with Don Littlefield that the original complaint can be filed (0.30); prepare notice of related case (0.70); prepare certificate of interested parties and confer with Don Littlefield regarding same (0.60); forward drafts of notice of related case and certificate of interested parties to Andrew Goforth for his review (0.10); revise the certificate of interested parties (0.40); confer with Don Littlefield regarding the complaint and other documents to be filed (0.30); conform pleadings for filing in the court's electronic filing system (0.50); file the complaint, the notice of related case, and certificate of interested parties (0.40); prepare email to Andrew Goforth regarding same (0.20).

4.20 735.00 CAH


2 Page 12615 Invoice #: August 15, 2019

Jul-02-19 Telephone call with Tom Taylor on filing of petition (.20).

0.20 75.00 DRL

Receive and review form for assignment to magistrate (0.10); prepare email to Don Littlefield regarding same (0.20); receive and review order transferring case to Judge Fitzwater and prepare email to Andrew Goforth regarding same (0.20); confer with Don Littlefield regarding certificate of service (0.20); receive and review notice from the Court regarding right to consent to use a magistrate judge (0.10); receive and review communications regarding a Rule 26(f) conference (0.20).

1.00 175.00 CAH

Jul-03-19 Confer with Don Littlefield regarding the 26(f) conference.

0.20 35.00 CAH

Jul-08-19 Review of waiver of service. Confer with Al Hammaker on same.

0.20 75.00 DRL

Review the court's docket sheet for any pending deadlines.

0.20 35.00 CAH

Jul-10-19 Review email from Tom Taylor regarding request for early meeting from opposing counsel (who has not yet appeared in the action)(.10). Drafted response to meeting request (.10).

0.20 75.00 DRL

Telephone call with Tom Taylor regarding request for meeting by lawyer that has not entered an appearance (.20); Review emails to Nick Morgan regarding call (.10).

0.30 112.50 DRL

Jul-15-19 Represented the Receiver on call with counsel for Defendants to discuss discovery issues, service issues and status of State Court lawsuit (.30); Telephone call with Tom Taylor regarding discovery issues and hiring of contingent fee counsel (.20).

0.50 187.50 DRL

Call with counsel that may appear for Defendant and Tom Taylor regarding pending discovery issues and possible pretrial order (.30); Telephone call with Tom Taylor regarding same (.10).

0.40 150.00 DRL


3 Page 12615 Invoice #: August 15, 2019

Jul-16-19 Drafted email to Tom Taylor regarding privilege issues on SEC drive and subpoena request (.20); Confer with Al Hammaker regarding possible research on privilege issues (.10).

0.30 112.50 DRL

Confer with Don Littlefield regarding information on a hard drive from the Secretary of State (0.20); receive and review notices of appearance filed in the Court (0.20).

0.40 70.00 CAH

Jul-18-19 Review of waiver of service signed by Defendants (.10); Confer with Tom Taylor regarding filing of same (.10).

0.20 75.00 DRL

Receive and review waivers of service (0.20); prepare same for filing and file same (0.20).

0.40 70.00 CAH

Jul-19-19 Telephone call with Ed Synder and Tom Taylor regarding claims and possible additional matters.

0.50 187.50 DRL

Receive and review pro hac vice applications filed by counsel for Nicolas Morgan and Thomas A. Zaccaro.

0.20 35.00 CAH

$2,467.50 Totals

___________

10.10

EXPENSES

Jul-01-19 400.00 Court Fees - USDC filing fee 1 @ 400.00

Totals $400.00

___________

___________

$2,867.50 Total Fees And Expenses This Invoice

TAX ID Number 26-4548883


245 West 18th Street Houston, TX 77008

Taylor Law Offices

December 12, 2019

File #: Serber

12769

RE: No. 3:19-cv-2242-K; Apex International, LLC and Greg Lindberg v. Jeffrey Serber; US District Court for the Northern District of Texas, Dallas Division

Tom Taylor

Inv #:

Ballard & Littlefield LLP 3700 Buffalo Speedway

Suite 1020 Houston, TX 77098 USA

Ph: (713) 403-6400 (713) 403-6410 Fax:

DATE DESCRIPTION HOURS AMOUNT LAWYER

Nov-05-19 Review response to Motion to Dismiss (.20); Review and revise Notice of Appearance (.30).

0.50 187.50 DRL

Prepare and file a notice of appearance. 0.50 87.50 CAH

Nov-15-19 Attention to the answer date in this matter (0.20). 0.20 35.00 CAH

$310.00 Totals

___________

1.20

___________

$310.00 Total Fees And Expenses This Invoice

TAX ID Number 26-4548883


Exhibit 6


STANDARDIZED FUND ACCOUNTING REPORT - Cash Basis

SEC v. Christopher Faulkner, et al.; Civil Court Docket No. 3:16-cv-1735-D

Reporting Period 1/1/2020 - 3/31/2020

Detail Subtotal Grand Total

Line 1 Beginning Balance (As of 1/1/2020): 1,229,736.00$

Increases in Fund Balance:

Line 2 Business Income 141,317.31$

Line 3 Cash and Securities

Line 4 Interest/Dividend Income

Line 5 Business Asset Liquidation 80,025.00$

Line 6 Personal Asset Liquidation

Line 7 Third-Party Litigation Income

Line 8 Miscellaneous - Other (Excess w/d payments)

Total Funds Available (Lines 1 – 8): 1,451,078.31$

Decreases in Fund Balance:

Line 9 Disbursements to Investors

Line 10 Disbursements for Receivership Operations

Line 10aDisbursements to Receiver or Other Professionals (87,491.10)$

Line 10bBusiness Asset Expenses (81,801.71)$

Line 10cPersonal Asset Expenses

Line 10dInvestment Expenses

Line 10eThird-Party Litigation Expenses

1. Attorney Fees

2. Litigation Expenses (2,868.75)$

Total Third-Party Litigation Expenses

Line 10f Tax Administrator Fees and Bonds

Line 10gFederal and State Tax Payments

Total Disbursements for Receivership Operations

Line 11 Disbursements for Distribution Expenses Paid by the Fund:

Line 11a Distribution Plan Development Expenses:

1. Fees:

Fund Administrator…………………...………………..

Independent Distribution Consultant (IDC)……………………………………...………….……..

Distribution Agent…………………...……………....…

Consultants…………………………....……………….

Legal Advisers……………………...…..………………

Tax Advisers………………………..………….…………

2. Administrative Expenses

3. Miscellaneous

Total Plan Development Expenses

Line 11b Distribution Plan Implementation Expenses:

1. Fees:

Fund Administrator…………………..…………..………

IDC……………………………………...…......…………

Distribution Agent……………………..….……………..

Consultants………………………………....……………

Legal Advisers………………………..……....…………

Tax Advisers…………………….………….……………


3. Investor Identification:Notice/Publishing Approved Plan……………...……..…..

Claimant Identification…………………….……...…….

Claims Processing………………………….………..……

Web Site Maintenance/Call Center……….……...……

4. Fund Administrator Bond

5. Miscellaneous

6. Federal Account for Investor Restitution

(FAIR) Reporting Expenses

Total Plan Implementation Expenses

Total Disbursements for Distribution Expenses Paid by the Fund -$

Line 12 Disbursements to Court/Other:

Line 12a Investment Expenses/Court Registry Investment

System (CRIS) Fees

Line 12b Federal Tax Payments

Total Disbursements to Court/Other:

Total Funds Disbursed (Lines 9 – 11): (172,161.56)$

Ending Balance (As of 3/31/2020): 1,278,916.75$

Line 14 Ending Balance of Fund – Net Assets:

Line 14a Cash & Cash Equivalents

Line 14b Investments

Line 14c Other Assets or Uncleared Funds

Total Ending Balance of Fund – Net Assets 1,278,916.75$

FUND ACCOUNTING (See Instructions):

Line 13

1 03/15/11


STANDARDIZED FUND ACCOUNTING REPORT - Cash Basis

SEC v. Christopher Faulkner, et al.; Civil Court Docket No. 3:16-cv-1735-D

Reporting Period 1/1/2020 - 3/31/2020

OTHER SUPPLEMENTAL INFORMATION:

Detail Subtotal Grand Total

Report of Items NOT To Be Paid by the Fund:

Line 15 Disbursements for Plan Administration Expenses Not Paid by the Fund:

Line 15a Plan Development Expenses Not Paid by the Fund:

1. Fees:

Fund Administrator……………………...……………..

IDC………………………………………..……….……..

Distribution Agent……………………...…………....…

Consultants…………………………….……………….

Legal Advisers………………………….………………

Tax Advisers…………………………….…….…………


3. Miscellaneous

Total Plan Development Expenses Not Paid by the Fund

Line 15b Plan Implementation Expenses Not Paid by the Fund:

1. Fees:

Fund Administrator…………………….………..………

IDC………………………………………........…………

Distribution Agent……………………….……………..

Consultants…………………………...…..……………

Legal Advisers…………………………..…...…………

Tax Advisers…………………….……...………………


3. Investor Identification:

Notice/Publishing Approved Plan……………...……..…..

Claimant Identification…………………….……...…….

Claims Processing………………………….………..……

Web Site Maintenance/Call Center……….……...……

4. Fund Administrator Bond

5. Miscellaneous

6. FAIR Reporting Expenses

Total Plan Implementation Expenses Not Paid by the Fund

Line 15c Tax Administrator Fees & Bonds Not Paid by the Fund

Total Disbursements for Plan Administration Expenses Not Paid by the Fund

Line 16 Disbursements to Court/Other Not Paid by the Fund:

Line 16a Investment Expenses/CRIS Fees

Line 16b Federal Tax Payments

Total Disbursements to Court/Other Not Paid by the Fund:

Line 17 DC & State Tax Payments

Line 18 No. of Claims:

Line 18a # of Claims Received This Reporting Period…..………………………………………………………

Line 18b # of Claims Received Since Inception of Fund…...…..…………………………………………

Line 19 No. of Claimants/Investors:

Line 19a # of Claimants/Investors Paid This Reporting Period…..……..………………………………..

Line 19b # of Claimants/Investors Paid Since Inception of Fund.……….………………………………

Receiver:

By: __________________________________

(signature)


(printed name)

Receiver

(title)

Date: 4/15/2020

2 03/15/11


Exhibit B


DRAFT Schedule of Oil and Gas Assets in Pay

April 7, 2020

ENTITY PAYOR STATE COUNTY WELL NAME PRODUCT INTEREST TYPE DECIMAL INTEREST

Breitling Energy Companies Continental Resources ND Williams Stoltenberg 1-9H Gas/Oil WI 0.03654879/0.04685742

Breitling Energy Companies Hess Bakken Investments II ND Mountrail Engebretson-157-94-1003H-1 Oil WI 0.02125000Breitling Energy Companies Oasis Petroleum North America ND Burke Bonita 5992 42-22H Gas/Oil WI 0.42109380/0.05468750

Breitling Energy Companies Oasis Petroleum North America ND Burke Bonita 5992 42-22 #2B Gas/Oil WI 0.42109380/0.05468750Breitling Royalties Corporation XTO Energy ND McKenzie Sand Creek 21-10SH Oil/Gas WI 0.00507812Breitling Royalties Corporation XTO Energy ND McKenzie Harley Federal 24X-15F Gas OR 0.00035206

Breitling Royalties Corporation XTO Energy ND McKenzie Harley Federal 24X-15B Gas OR 0.00035206Breitling Royalties Corporation XTO Energy ND McKenzie Harley Federal 24X-15E Gas OR 0.00035206

Breitling Royalties Corporation XTO Energy ND McKenzie Harley Federal 24X-15A Gas OR 0.00035206Breitling Oil & Gas Blue Star Energy LLC OK Pottawatomie Martin Oil 0.11650000/0.15000000

Breitling Oil & Gas Crown Energy Company OK Logan Wilson 1-1H Gas/Oil/PP WI 0.07488000/0.09600000

Breitling Oil & Gas Crown Energy Company TX Hemphill Thomas Meek 76-3H Gas/Oil/PP WI 0.02678286/0.03715753Breitling Oil & Gas Lucien SWD 1 OK Logan Crowder 1-6 SWD WI 0.09690000

Breitling Oil & Gas Double Play Oil & Gas TX Nueces Browning Heirs #1 Gas/Oil WI 0.02250000/0.03000000Breitling Oil & Gas Double Play Oil & Gas TX Duval Wostal State #1 Oil WI 0.03750000/0.05000000Breitling Oil & Gas EOG Resources ND Mountrail Sidonia 45-0409H Oil WI 0.10125797/0.12981791

Breitling Oil & Gas Hess Bakken Investments II ND Mountrail Engebretson-157-94-1003H-1 Oil WI 0.03656250/0.04687501Breitling Oil & Gas Oasis Petroleum North America ND Mountrail Emie Federal 5792 24-9H Gas/Oil WI 0.02117455/0.02714690

Breitling Oil & Gas Sue-Ann Operating TX Live Oak Maggie McNeill B-1 Gas/Oil/PP WI 0.01460000/0.02000000Breitling Oil & Gas Sue-Ann Operating TX Live Oak Maggie McNeill E-1 Gas/Oil/PP WI 0.03650000/0.05000000

Breitling Oil & Gas Sue-Ann Operating TX Live Oak Maggie West #1 Gas/Oil/PP WI 0.03650000/0.05000000Breitling Oil & Gas Sue-Ann Operating TX Live Oak McNeill (Brooks) A #1 Gas/Oil/PP WI 0.01460000/0.02000000

Breitling Oil & Gas Tecolote Energy Operating TX Hemphill Meek Thomas 76-2H Gas/Oil/L WI 0.02919185/0.03892247

Breitling Energy Corporation BCE-MACH OK Alfalfa Alison 16-27-11 1H Oil/Gas/PP OR 0.00016460Breitling Energy Corporation BCE-MACH OK Alfalfa Big Beef 16-27-11 1H Oil/Gas/PP OR 0.00016460Breitling Energy Corporation BCE-MACH OK Alfalfa Jacob 16-27-11 1H Oil/Gas/PP OR 0.00016460Breitling Energy Corporation BCE-MACH OK Alfalfa Jeremy White 35&26-25-11 1H Oil/Gas/PP OR 0.00119727

Breitling Energy Corporation BCE-MACH OK Alfalfa Kelby 8-25-11 1H Oil/Gas/PP OR 0.00058594

Breitling Energy Corporation BCE-MACH OK Alfalfa McCrady 8-25-11 1H Oil/Gas/PP OR 0.00058594

Breitling Energy Corporation BCE-MACH OK Alfalfa McCrady 8-25-11 1H Oil/Gas/PP OR 0.00058594

Breitling Energy Corporation BCE-MACH OK Alfalfa Monte Pelter 26-25-11 1H Oil/Gas/PP OR 0.00183438

Breitling Energy Corporation BCE-MACH OK Alfalfa Pierson 8-25-11 4H OK 003 Oil/Gas/PP OR 0.00058594

Breitling Energy Corporation BCE-MACH OK Alfalfa WSJ Trust 17-25-10 1H Oil/Gas/PP OR 0.00032813

Breitling Energy Corporation Earlsboro Energies OK Alfalfa Baldwin #2-26 Gas/NGL RI 0.00234375

Breitling Energy Corporation Sandridge Energy OK Alfalfa Beisel Trust 1-30H Oil/Gas/PP RI 0.00029385



Breitling Energy Corporation Sandridge Energy OK Alfalfa Beisel Trust 2910 4-30H Oil/Gas/PP RI 0.00029385

Breitling Energy Corporation Sandridge Energy OK Alfalfa Lindley 1-19H Gas/PP RI 0.00234125

Breitling Energy Corporation Sandridge Energy OK Alfalfa Lindley 2-19H Gas/PP RI 0.00234125

EXHIBIT B



April 7, 2020

Breitling Energy Corporation Sandridge Energy OK Alfalfa Lindley 2910 3-19H Gas/PP RI 0.00234125

Breitling Energy Corporation Sandridge Energy OK Alfalfa Schmitz 1-1H Gas/PP RI 0.00028612

Breitling Energy Corporation Sandridge Energy OK Alfalfa Schmitz 2-1H Gas/PP RI 0.00028612

Breitling Energy Corporation Sandridge Energy OK Alfalfa Talley 2-24H Gas/PP RI 0.00117187

Breitling Energy Corporation Sandridge Energy OK Alfalfa Talley 2911 2-24H Oil RI 0.00117187

Breitling Energy Corporation Sandridge Energy OK Alfalfa Talley 2911 3-24H Gas/PP RI 0.00117187

Breitling Energy Companies Petro-Hunt ND Divide Orlynne 2-3H Oil/Gas OR 0.00163981

Breitling Energy Companies Petro-Hunt ND Divide PULV 31-30-162-99H 1PB Oil/Gas OR 0.00054986

Breitling Energy Companies Petro-Hunt ND Divide PULV 32-29-162-99H 1NC Oil/Gas OR 0.00054687

Breitling Energy Companies SM Energy ND Divide Orlynne 2-3H Oil/Gas OR 0.00163981

Breitling Energy Companies SM Energy ND Divide PULV 31-30-162-99H 1PB Oil/Gas OR 0.00054986

Breitling Energy Companies SM Energy ND Divide PULV 32-29-162-99H 1NC Oil/Gas OR 0.00054687

Crude Royalties LLC JP Oil Holdings LA St Helena BVDC L TUSC RA SU; D ASSOC 1 Oil OR 0.00381736

Crude Royalties LLC JP Oil Holdings LA St Helena BVDC L TUSC RA SU; D ASSOC 3 Oil OR 0.00381736

Crude Royalties LLC JP Oil Holdings LA St Helena BVDC L TUSC RA SU; CENT WOOD 1Oil OR 0.00381736

Crude Royalties LLC Legacy Reserves Operating WY Cook Edsel Unit Oil OR 0.01000000

Breitling Royalty Funds LLC Sandridge Energy OK Grant Deanna 2706 3-24H Oil/Gas/NGL RI 0.00043876

Breitling Royalty Funds LLC Sandridge Energy OK Grant Deanna 2706 4-24H Oil/Gas/NGL RI 0.00043876

Breitling Royalty Funds LLC Sandridge Energy OK Alfalfa Elmer 2312 1-4H Oil/Gas/NGL RI 0.00079557

Breitling Royalty Funds LLC Sandridge Energy OK Alfalfa Elmer 2312 2-4H Oil/Gas/NGL RI 0.00079557

Breitling Royalty Funds LLC Sandridge Energy OK Alfalfa IPT 2710 1-6H Oil/Gas/NGL RI 0.00128172




Breitling Royalty Funds LLC Sandridge Energy OK Grant Kevin 2706 1-24H Oil/Gas/NGL RI 0.00043875

Breitling Royalty Funds LLC Sandridge Energy OK Grant Kevin 2706 2-24H Oil/Gas/NGL RI 0.00043875

Breitling Royalties Corporation Ace Gathering, Inc. TX Guadalupe Roamel, P. "A" Oil RI 0.0026042

Breitling Royalties Corporation Ace Gathering, Inc. TX Guadalupe Roamel, P. "B" Oil RI 0.0026042

Breitling Royalties Corporation Ace Gathering, Inc. TX Guadalupe Roamel, P. "C" Oil RI 0.0026042

Breitling Royalties Corporation Ace Gathering, Inc. TX Andrews Fisher, Nola Unit Oil RI 0.003842

Breitling Royalties Corporation Apache Corporation TX Winkler Hendrick, IDA T-67-3B Oil/Gas/PP RI 0.00006103

Breitling Royalties Corporation Apache Corporation TX Midland Schrock, WM 34 Deep Oil/Gas/PP RI 0.00004207

Breitling Royalties Corporation Apache Corporation TX Midland Schrock, WM 2326 Oil/Gas/PP RI 0.00004207

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 C 9HM Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 A 2HA Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 A 1HS Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 A 4HS Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 A 5HM Oil/Gas/PP RI 0.00000062

EXHIBIT B



April 7, 2020

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 B 6HA Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 B 7HM Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 C 8HA Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 A 3HC Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 East D 11H Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Apache Corporation TX Midland Driver-Schrock 1423 East D 10H Oil/Gas/PP RI 0.00000062

Breitling Royalties Corporation Aries Operating LP TX Schleicher Camar Field SW Strawn Unit Oil RI 0.00758800

Breitling Royalties Corporation Aries Operating LP TX Schleicher Camar SW Field-Powell 28 Oil RI 0.00758800

Breitling Royalties Corporation Arm Energy Management LLC TX Ward Shipley Queen SU Non-Exempt Oil RI 0.00000600

Breitling Royalties Corporation Breitburn Operating TX Upshur Victory, S.P. GU #4 Oil/Gas/PP OR 0.00009881




Breitling Royalties Corporation BTA Oil Producers TX Midland Arco 7111 JV-D Oil/Gas/PP RI 0.00004206

Breitling Royalties Corporation CBP Oil & Gas LLC TX Ward Shipley Queen Sand Unit Gas RI 0.00000600

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Alison 16-27-11 1H Oil/Gas/PP OR 0.00016460

Breitling Royalties Corporation Chesapeake Operating TX Ellis Ash Grove A 1H Gas OR 0.00379842

Breitling Royalties Corporation Chesapeake Operating TX Ellis Ash Grove A 2H Gas OR 0.00379842

Breitling Royalties Corporation Chesapeake Operating TX Ellis Atherton Murphy D 3H Gas OR 0.00569768









Breitling Royalties Corporation Chesapeake Operating TX Ellis Auld 1H Gas OR 0.00473600

Breitling Royalties Corporation Chesapeake Operating TX Ellis Auld 2H Gas OR 0.00358806

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Big Beef 16-27-11 1H Oil/Gas/PP OR 0.00016460

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Bruder 1H Gas OR 0.00003542




Breitling Royalties Corporation Chesapeake Operating LA Caddo Bradway 30&19-15-11 ALT Gas RI 0.00228006

Breitling Royalties Corporation Chesapeake Operating LA Caddo Blount 30&19-15-11 1 ALT Gas RI 0.00196668

Breitling Royalties Corporation Chesapeake Operating TX Johnson Clear Creek 1H Gas OR 0.01269555



Breitling Royalties Corporation Chesapeake Operating TX Tarrant City of Euless 2H Gas OR 0.00024704

Breitling Royalties Corporation Chesapeake Operating TX Tarrant City of Euless 1H Gas OR 0.00025530

EXHIBIT B



April 7, 2020



Breitling Royalties Corporation Chesapeake Operating TX Ellis Cottonwood Jowell 1H Gas OR 0.00949610

Breitling Royalties Corporation Chesapeake Operating TX Ellis Cann 2HR Gas OR 0.00569766

Breitling Royalties Corporation Chesapeake Operating TX Ellis Cann 1H Gas OR 0.00569766

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Day Kimball Hill A1 Gas OR 0.00609298

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Enervest's Ervin 1H Gas OR 0.00644054



Breitling Royalties Corporation Chesapeake Operating TX Tarrant Ender 2H Gas OR 0.00700969



Breitling Royalties Corporation Chesapeake Operating TX Tarrant Engler-Mann 2H Gas OR 0.00057341

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Enervest's Ervin Unit 4H Gas OR 0.00651618

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Enervest's Ervin Unit 5H Gas OR 0.00644054

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Enervest's Debbie Lane A UT 7H Gas OR 0.00063646

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Enervest's Debbie Lane A UT 9 Gas OR 0.00063668

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Day 1H Gas OR 0.00569766

Breitling Royalties Corporation Chesapeake Operating LA Caddo Graves 24-16-16 H-1 Gas OR 0.00009872

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Graham B 1H Gas OR 0.00505998


Breitling Royalties Corporation Chesapeake Operating TX Tarrant Graham A 2H Gas OR 0.00580514

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Fulson 1H Gas OR 0.00082333

Breitling Royalties Corporation Chesapeake Operating LA Caddo Graves 13-16-16 H-1 Gas OR 0.00013909





Breitling Royalties Corporation Chesapeake Operating TX Tarrant Graham 1H Gas OR 0.00949610

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Graham Unit 1-2H Gas OR 0.00836160

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Kelby 8-25-11 1H Oil/Gas/PP OR 0.00058594

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Jacob 16-27-11 1H Oil/Gas/PP OR 0.00016460

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Jeremy White 35&26-25-11 1H Oil/Gas/PP OR 0.00183438

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Kelby 8-25-11 1H Oil/Gas/PP OR 0.00058594

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Jacob 16-27-11 1H Oil/Gas/PP OR 0.00016460

Breitling Royalties Corporation Chesapeake Operating LA Caddo Indigo 30-15-16 H-1 Gas OR 0.00014302

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Howell 3H Gas OR 0.00001886

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Kimball Hill 1H Gas OR 0.00569766

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Landing 1H Gas OR 0.00034388



EXHIBIT B



April 7, 2020

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Little Bear South 1H Gas OR 0.00109803



Breitling Royalties Corporation Chesapeake Operating TX Tarrant Little Bear A 1H Gas OR 0.00070714

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Leaf 3H Gas OR 0.00070524

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Lorikeet Trt 4H Gas OR 0.00000254

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Little Bear A 3H Gas OR 0.00067704

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa Monte Pelter 26-25-11 1H Oil/Gas/PP OR 0.00183439

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa McCrady 8-25-11 1H Oil/Gas/PP OR 0.00058594

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa McCrady 8-25-11 2H Oil/Gas/PP OR 0.00058594

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Morrow Stevens Unit 1 1H Gas OR 0.00579752

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Morrow Stevens A 3H Gas OR 0.00382617



Breitling Royalties Corporation Chesapeake Operating TX Tarrant Morrow Stevens B 2H Gas OR 0.00487716

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Morrow Stevens B 1H Gas OR 0.00487716



Breitling Royalties Corporation Chesapeake Operating TX Tarrant MITX-Centex Unit 1-1H Gas OR 0.00680506

Breitling Royalties Corporation Chesapeake Operating TX Tarrant MS South 1H Gas OR 0.00132868

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Palos Verdes 1H Gas OR 0.00016664

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Palos Verdes 2H Gas OR 0.00016465

Breitling Royalties Corporation Chesapeake Operating LA Bossier Prescott Family LLC 35-19-13 H-1 Gas RI 0.00009507

Breitling Royalties Corporation Chesapeake Operating LA Caddo Peironnet 20-15-11 H-1 Gas RI 0.00049721

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Royal Arch 1H Gas OR 0.00573279

Breitling Royalties Corporation Chesapeake Operating LA Caddo Ratzburg 19-15-11 H-1 Gas OR 0.00257685

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Rocking Horse 9H Gas OR 0.00003383

Breitling Royalties Corporation Chesapeake Operating LA Caddo Ratz 19&30-15-11 ALT Gas OR 0.00017595

Breitling Royalties Corporation Chesapeake Operating LA Caddo Ratzburg 19-15-11 2H ALT Gas OR 0.00242205

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Sunbelt A 2H Gas OR 0.00051782

Breitling Royalties Corporation Chesapeake Operating OK Alfalfa WSJ Trust 17-25-10 1H Oil/Gas/PP OR 0.00032813

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Willis 1H Gas OR 0.00009236

Breitling Royalties Corporation Chesapeake Operating TX Tarrant TCC Southwest 1H Gas OR 0.00174081

Breitling Royalties Corporation Chesapeake Operating TX Tarrant TCCD North 3H Gas OR 0.00003123






Breitling Royalties Corporation Chesapeake Operating TX Tarrant TXI B 3H Gas OR 0.00013342

Breitling Royalties Corporation Chesapeake Operating TX Ellis Walker Unit 1 1H Gas OR 0.00452412

EXHIBIT B



April 7, 2020

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Willis 2H Gas OR 0.00009466

Breitling Royalties Corporation Chesapeake Operating TX Tarrant West Wing 1H Gas OR 0.00142680

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Westerfeld Mathis Unit 1 2H Gas OR 0.00502228

Breitling Royalties Corporation Chesapeake Operating TX Tarrant Wilbow Ragland Unit 1 1H Gas OR 0.00690344



Breitling Royalties Corporation Chesapeake Operating TX Ellis Walker Unit 1 2H Gas OR 0.00452412

Breitling Royalties Corporation Chesapeake Operating TX Tarrant XTO's Elkins Unit 1H Gas OR 0.00674960

Breitling Royalties Corporation Chesapeake Operating TX Tarrant XTO's Veteran B Unit 1H Gas OR 0.00160116

Breitling Royalties Corporation Chesapeake Operating TX Tarrant XTO's DWG 2H Gas OR 0.00534780

Breitling Royalties Corporation Chesapeake Operating TX Tarrant XTO's DWG 1H Gas OR 0.00534980

Breitling Royalties Corporation Chesapeake Operating TX Tarrant XTO's Elkins 2H Gas OR 0.00067496

Breitling Royalties Corporation Chesapeake Operating TX Tarrant XTO's Sue Barnett 1H Gas OR 0.00158242




Breitling Royalties Corporation Cholla Petroleum TX Montague Matney Oil RI 0.00097660

Breitling Royalties Corporation Comstock Oil & Gas LA Caddo Cook 32 1 ALT Gas OR 0.00099884

Breitling Royalties Corporation Comstock Oil & Gas LA Caddo Edgar 31 1 Gas OR 0.00075025

Breitling Royalties Corporation ConocoPhillips TX Hutchinson HAP Gas RI 0.00007620

Breitling Royalties Corporation ConocoPhillips OK Washita Haggard #2-BPO-LWR Morrow Gas OR 0.00000031

Breitling Royalties Corporation Crest Operating Company TX Schleicher Camar Field SW Strawn Unit Oil RI 0.00758800

Breitling Royalties Corporation Crest Operating Company TX Schleicher Camar SW Field-Powell 28 Oil RI 0.00996093

Breitling Royalties Corporation DCP Operating TX Midland #1 2 3 4 5 &6 Schrock Gas RI 0.00004210

Breitling Royalties Corporation DCP Operating TX Hutchinson Allspaugh #1 Gas RI 0.00118130

Breitling Royalties Corporation DCP Operating TX Hutchinson Albertson 1-R Gas RI 0.00011710

Breitling Royalties Corporation DCP Operating TX Hutchinson Alstar-Garner Gas RI 0.00023400

Breitling Royalties Corporation DCP Operating TX Hutchinson E B Johnson A2 Gas RI 0.00046870

Breitling Royalties Corporation DCP Operating TX Hutchinson Cedar 1 Gas RI 0.00523440

Breitling Royalties Corporation DCP Operating TX Hutchinson Fletcher #2 Gas RI 0.00054940

Breitling Royalties Corporation DCP Operating TX Hutchinson Dean 1 Gas RI 0.00236280

Breitling Royalties Corporation DCP Operating TX Hutchinson Gerry #1 Gas RI 0.00109860

Breitling Royalties Corporation DCP Operating TX Hutchinson Hagy #1 Gas RI 0.00523440

Breitling Royalties Corporation DCP Operating TX Hutchinson Hunter-A 1 4 5 6 Gas RI 0.00236270

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson #1 2 3 6 Gas RI 0.00003680

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson 1 Gas RI 0.00236280

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson AK Gas RI 0.00007730

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson B #7 Gas RI 0.00500000

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson B #2A Gas RI 0.00500000

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson E.B. "C". #C-4 Gas RI 0.00014650

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson Ranch Gas RI 0.00523500

EXHIBIT B



April 7, 2020

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson Ranch #16 Gas RI 0.00054940

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson Ranch I #1 Gas RI 0.00001780

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson Ranch G #1 Gas RI 0.00001780

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson Ranch B #24 Gas RI 0.00001780

Breitling Royalties Corporation DCP Operating TX Hutchinson Johnson Ranch O #1 Gas RI 0.00001780

Breitling Royalties Corporation DCP Operating TX Hutchinson Jon #1 Gas RI 0.00261710

Breitling Royalties Corporation DCP Operating TX Hutchinson Jon B #1 Gas RI 0.00261710

Breitling Royalties Corporation DCP Operating TX Hutchinson Jon A #1 Gas RI 0.00261710

Breitling Royalties Corporation DCP Operating TX Hutchinson Leon 1 Gas RI 0.00236280

Breitling Royalties Corporation DCP Operating TX Andrews Kuykendall J.W. Gas RI 0.00024410

Breitling Royalties Corporation DCP Operating TX Andrews Nola Fisher UT TR 04 Gas RI 0.00585940

Breitling Royalties Corporation DCP Operating TX Andrews Nola Fisher UT TR 05 Gas RI 0.00585940

Breitling Royalties Corporation DCP Operating TX Hutchinson Ross 1 Gas OR 0.00011720

Breitling Royalties Corporation DCP Operating TX Hutchinson Reed #1 Gas RI 0.00011720

Breitling Royalties Corporation DCP Operating TX Hutchinson Reed #1 2 3 4 Gas RI 0.00023440

Breitling Royalties Corporation DCP Operating TX Midland Schrock #7 Gas RI 0.00004210

Breitling Royalties Corporation DCP Operating TX Hutchinson Sieter #4 Gas RI 0.00097660

Breitling Royalties Corporation DCP Operating TX Hutchinson Vera #1 Gas RI 0.00523430

Breitling Royalties Corporation Diamondback E&P TX Loving Black Mamba 1-57 1H Oil/Gas/PP RI 0.00488281





Breitling Royalties Corporation Dorchester Resources LA Caddo Bradway 30&19-15-11 1H ALT Gas OR 0.00005673

Breitling Royalties Corporation Dorchester Resources TX Tarrant City of Euless 1H Gas OR 0.00000638

Breitling Royalties Corporation Dorchester Resources TX Tarrant City of Euless 2H Gas OR 0.00000638

Breitling Royalties Corporation Dorchester Resources TX Johnson Clear Creek 2H Gas OR 0.00031724





Breitling Royalties Corporation Dorchester Resources TX Tarrant Landing 1H Gas OR 0.00000860



Breitling Royalties Corporation Dorchester Resources TX Tarrant Morrow Stevens Unit 1 1H Gas OR 0.00014494

Breitling Royalties Corporation Dorchester Resources LA Caddo Ratzburg 19-15-11 H-1 Gas OR 0.00006054

Breitling Royalties Corporation Dorchester Resources TX Tarrant Royal Arch 1H Gas OR 0.00014332

Breitling Royalties Corporation Dorchester Resources TX Tarrant Sunbelt A 2H Gas OR 0.00001294

Breitling Royalties Corporation Dorchester Resources TX Tarrant TCCD North 1H Gas OR 0.00000078



EXHIBIT B



April 7, 2020



Breitling Royalties Corporation Dorchester Resources TX Tarrant TXI B 3H Gas OR 0.00000512

Breitling Royalties Corporation Dorchester Resources TX Ellis Walker Unit 1 1H Gas OR 0.00011310

Breitling Royalties Corporation Dorchester Resources TX Ellis Walker Unit 1 2H Gas OR 0.00011310

Breitling Royalties Corporation Dorchester Resources TX Tarrant Wilbow Ragland Unit 1 1H Gas OR 0.00017258

Breitling Royalties Corporation Dorchester Resources TX Tarrant Willis 1H Gas OR 0.00000236

Breitling Royalties Corporation Dorchester Resources TX Tarrant Willis 2H Gas OR 0.00000236

Breitling Royalties Corporation Endeavor Energy Resources TX Andrews Fisher, Nola Unit #105 Oil RI 0.00384200











Breitling Royalties Corporation Endeavor Energy Resources TX Andrews Fisher, Nola Unit #122 YTA 03-17 Oil RI 0.00384200













Breitling Royalties Corporation Endeavor Energy Resources TX Andrews Fisher, Nola Unit Tr. 6 Oil RI 0.01171874

Breitling Royalties Corporation Enduro Royalties LA Caddo Cook 32 1 ALT_CV D RA SUPP Gas RI 0.00099884

Breitling Royalties Corporation Enduro Royalties LA Caddo Edgar 31 1_HA RA SUG Gas RI 0.00099884

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Jack W A 1 Gas/NGL RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Jack W A-2 Gas/NGL RI 0.00048828





EXHIBIT B



April 7, 2020

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Jack W B 1 Gas/NGL RI 0.00004883

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Jack W D 1 Gas/NGL RI 0.00097658

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Jack W D 3 Gas/NGL RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown RCH A 139 Gas/NGL RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Ranch B 139-2 Gas/NGL RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Ranch B 146 Gas/NGL RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Ranch B 146-2 Gas/NGL RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Whitehead 2-26 Gas/NGL RI 0.00073240


































EXHIBIT B



April 7, 2020





Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Whitehead 2 Gas/NGL RI 0.00073240












Breitling Royalties Corporation EnerVest Operating TX Sutton Brown Whitehead 41-5 Gas RI 0.00073240




Breitling Royalties Corporation EnerVest Operating TX Sutton Jack W Brown A 3 Gas RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Sutton Jack W Brown A 6 Gas RI 0.00048828

Breitling Royalties Corporation EnerVest Operating TX Denton Newland 2 Oil/Gas/NGL OR 0.03199997

Breitling Royalties Corporation EnerVest Operating TX Denton Newland 1 Oil/Gas/NGL OR 0.03199997

Breitling Royalties Corporation EnerVest Operating TX Denton Peterson B 2 Gas/NGL OR 0.03200000

Breitling Royalties Corporation EnerVest Operating TX Denton Peterson A 1 Gas/NGL OR 0.03200000

Breitling Royalties Corporation EnerVest Operating TX Denton Phillips B 2 Gas/NGL OR 0.03199997

Breitling Royalties Corporation EnerVest Operating TX Sutton Whitehead 602 Gas/NGL RI 0.00073240

Breitling Royalties Corporation EnerVest Operating TX Sutton Whitehead 9-4 Gas/NGL RI 0.00073240













EXHIBIT B



April 7, 2020



















Breitling Royalties Corporation Enterprise Crude Oil TX Andrews Corrigan Oil RI 0.00035095

Breitling Royalties Corporation Enterprise Crude Oil TX Andrews Kuykendall, J W Oil RI 0.00048827

Breitling Royalties Corporation Enterprise Crude Oil TX Andrews Thornberry B Oil RI 0.00002441

Breitling Royalties Corporation Enterprise Crude Oil TX Andrews Jack Hildreth & Jack Hildreth Oil RI 0.00079830

Breitling Royalties Corporation Enterprise Crude Oil TX Ward A B Gordon B Oil RI 0.00325500

Breitling Royalties Corporation Enterprise Crude Oil TX Ward Gordon A B Oil RI 0.00325600

Breitling Royalties Corporation Epic Permian TX Crockett Couch 1 Gas/NGL RI 0.00117187



Breitling Royalties Corporation Epic Permian TX Crockett Couch 6U Gas/NGL RI 0.00039062

Breitling Royalties Corporation Epic Permian TX Crockett Couch 8F Gas/NGL RI 0.00117187

Breitling Royalties Corporation Epic Permian TX Crockett Couch 9H Gas/NGL RI 0.00117187

Breitling Royalties Corporation Epic Permian TX Crockett Couch 10H Gas/NGL RI 0.00117187


Breitling Royalties Corporation EQT Production WV Doddridge WV-510816 Maxwell He Oil/Gas RI 0.00265151

Breitling Royalties Corporation EQT Production WV Doddridge WV-510821 (OOXF16H1) Oil/Gas RI 0.00265151

Breitling Royalties Corporation EQT Production WV Doddridge WV-510822 Maxwell He Oil/Gas RI 0.00265151

Breitling Royalties Corporation EQT Production WV Doddridge WV-512430 Commingled Oil/Gas RI 0.00265151

Breitling Royalties Corporation EQT Production WV Doddridge WV-512432 Maxwell, W Oil/Gas RI 0.00265151

Breitling Royalties Corporation EQT Production WV Doddridge WV-5124330XF 127 Com Oil/Gas RI 0.00265151




EXHIBIT B



April 7, 2020

Breitling Royalties Corporation EQT Production WV Doddridge WV-512437 (OXF138H3) Oil/Gas RI 0.00265151





Breitling Royalties Corporation EQT Production WV Doddridge WV-512443 EAE/Maxwell Oil/Gas RI 0.00265151



Breitling Royalties Corporation EQT Production WV Doddridge WV-512446 - EAE/MAXW Oil/Gas RI 0.00265151











Breitling Royalties Corporation Fairway Resources III OK Washita Lambert #1-18 Oil/Gas OR 0.00002313

Breitling Royalties Corporation Fairway Resources III OK Washita Lambert #2-18 Oil/Gas OR 0.00006190

Breitling Royalties Corporation Goldston Oil Corporation TX Upshur Gladewater GU #1 Well 3 Gas RI 0.00008295

Breitling Royalties Corporation Grand Resources, Inc. OK Cleveland Joe Seiter No 4 Gas RI 0.00097660

Breitling Royalties Corporation Grizzly Energy LLC TX Ward McDonald 29 Unit (Rollup) Oil RI 0.00018587

Breitling Royalties Corporation Hollyfrontier Refining & Marketing TX Andrews Fisher Nola Unit Oil RI 0.00384200

Breitling Royalties Corporation Hollyfrontier Refining & Marketing TX Winkler Lum D Daugherty Oil RI 0.00195312

Breitling Royalties Corporation ICA Energy Operating TX Ector Mozart 15 #2 Oil RI 0.00016276

Breitling Royalties Corporation ICA Energy Operating TX Ector Ranchland 21 #1 Oil RI 0.00016276

Breitling Royalties Corporation ICA Energy Operating TX Ector Ranchland 21 #5 Oil RI 0.00016276

Breitling Royalties Corporation ICA Energy Operating TX Ector Mozart 15 #2 Oil RI 0.00016276

Breitling Royalties Corporation Kinder Morgan TX Scurry Sacroc Unit TR 33 Oil/Gas/NGL OR 0.00009968

Breitling Royalties Corporation Kinder Morgan TX Scurry Sacroc Unit TR 285 Oil/Gas/NGL RI 0.00009768

Breitling Royalties Corporation King Operating TX Scurry King-Ernest C #5-H Oil/Gas/NGL RI 0.00252246

Breitling Royalties Corporation King Operating TX Scurry King-Ernest E #7-H Oil/Gas/NGL RI 0.00189948

Breitling Royalties Corporation King-Ernest #9-H & LaJolla #1 Joint VentureTX Scurry King-Ernest G #9-H Oil/Gas/NGL RI 0.00194063

Breitling Royalties Corporation LRG Energy LLC TX Hutchinson Barnum Oil RI 0.00523438

Breitling Royalties Corporation LRG Energy LLC TX Hutchinson Florence L RI 0.00523438

Breitling Royalties Corporation LRG Energy LLC TX Hutchinson Whittenburg-Pulaski L RI 0.00261719

Breitling Royalties Corporation LRG Energy LLC TX Hutchinson Kirk James Gas RI 0.00261719

Breitling Royalties Corporation LRG Energy LLC TX Hutchinson Johnson EB D L RI 0.00000088

Breitling Royalties Corporation Momentum Operating TX Hutchinson Johnson Ranch A #4 Oil RI 0.00523438

EXHIBIT B



April 7, 2020

Breitling Royalties Corporation Momentum Operating TX Hutchinson Johnson Ranch A #44 Gas RI 0.00130860




Breitling Royalties Corporation MRC Energy Company LA Caddo Ratzburg 19 No 1 Gas RI 0.00219294

Breitling Royalties Corporation MRC Energy Company LA Caddo Peironnet 29 #1 Gas RI 0.00035840

Breitling Royalties Corporation MRC Energy Company LA Caddo Ratzburg 19 #2 ALT Gas RI 0.00219294

Breitling Royalties Corporation MRC Energy Company LA Caddo Peironnet 20-15-11 H #1 Gas RI 0.00012430

Breitling Royalties Corporation MRC Energy Company LA Caddo Ratzburg 19-15-11 H #1 Gas RI 0.00018275

Breitling Royalties Corporation MRC Energy Company LA Caddo Bradway 30&19-15-11 HC ALT Gas RI 0.00051351

Breitling Royalties Corporation MRC Energy Company LA Caddo Ratzburg 19-15-11 H2ALT HARBSUKGas RI 0.00018275

Breitling Royalties Corporation MRC Energy Company LA Caddo Ratz 19&30-15-11 1H ALT Gas RI 0.00003567

Breitling Royalties Corporation MRC Energy Company LA Caddo Blount 30&19-15-11 HC 1-ALT Gas RI 0.00051192

Breitling Royalties Corporation OXY USA WTP TX Scurry Sharon Ridge TR 23 S Oil/NGL RI 0.00000014

Breitling Royalties Corporation OXY USA WTP TX Scurry Sharon Ridge TR 43 S Oil/NGL RI 0.00416640

Breitling Royalties Corporation Pantera Energy TX Hutchinson Ansted #2 Gas RI 0.00785157

Breitling Royalties Corporation Pantera Energy TX Hutchinson Antelope Creek 5 Gas RI 0.00041020

Breitling Royalties Corporation Pantera Energy TX Hutchinson Blasdel -D- #2 Gas RI 0.00037500

Breitling Royalties Corporation Pantera Energy TX Hutchinson Johnson EB 1 Gas RI 0.00001540

Breitling Royalties Corporation Pantera Energy TX Hutchinson Johnson EB B1 Gas RI 0.00001540

Breitling Royalties Corporation Pantera Energy TX Hutchinson Johnson Tract -5- #1 Gas RI 0.00109864

Breitling Royalties Corporation Pantera Energy TX Hutchinson Kelly #2 Gas RI 0.00035160

Breitling Royalties Corporation Pantera Energy TX Hutchinson Penny A #4 Gas RI 0.00023440

Breitling Royalties Corporation Pantera Energy TX Hutchinson Penny B6 Gas RI 0.00023440

Breitling Royalties Corporation Pantera Energy TX Hutchinson Penny 3035A Gas RI 0.00023440

Breitling Royalties Corporation Pantera Energy TX Hutchinson Pure 2 Gas RI 0.00523440

Breitling Royalties Corporation Pantera Energy TX Hutchinson Thorpe #1 Gas RI 0.00785100

Breitling Royalties Corporation Pantera Energy TX Hutchinson Trigg #A1 Gas RI 0.00027787

Breitling Royalties Corporation Phillips 66 TX Ector J E Parker Oil RI 0.00016275

Breitling Royalties Corporation Pioneer Natural Resources TX Hutchinson Johnson 1-R Gas/Helium RI 0.00015750

Breitling Royalties Corporation Pioneer Natural Resources TX Hutchinson Johnson 2-R Gas/Helium RI 0.00015750

Breitling Royalties Corporation Pioneer Natural Resources TX Hutchinson Johnson A-2 Gas/Helium RI 0.00015750

Breitling Royalties Corporation Pioneer Natural Resources TX Hutchinson Johnson A-3 Gas/Helium RI 0.00015750

Breitling Royalties Corporation Pitcock Inc TX Young Allar-King Oil RI 0.01562500

Breitling Royalties Corporation Plains Marketing TX Ector Concho Bluff N QU UT TR 9 Oil RI 0.00000036

Breitling Royalties Corporation Plains Marketing TX Hutchinson Garner Phillips Oil RI 0.00011719

Breitling Royalties Corporation Plains Marketing TX Winkler Hendricks-M North Oil RI 0.00006104

Breitling Royalties Corporation Plains Marketing TX Eastland J V Harbin Oil RI 0.01432290

Breitling Royalties Corporation Plains Marketing TX Ward Joe Oil RI 0.00016276

Breitling Royalties Corporation Plains Marketing TX Ward Katherine Oil RI 0.00016276

Breitling Royalties Corporation Plains Marketing TX Ector Mozart 15 #2 Oil RI 0.00016276

EXHIBIT B



April 7, 2020

Breitling Royalties Corporation Plains Marketing LA Concordia Morgan H #1 Oil OR 0.01000000

Breitling Royalties Corporation Plains Marketing TX Ward McDonald - 29 Unit Oil RI 0.00018587

Breitling Royalties Corporation Plains Marketing TX Crockett Shannon 1 Oil RI 0.00029298










Breitling Royalties Corporation Plains Marketing TX Crockett Todd Crinoidal Unit Gas RI 0.00000340

Breitling Royalties Corporation Plains Marketing MS Wilkinson Whetstone 1 Oil RI 0.02500000

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Black #1 Gas RI 0.00523500

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Devo Gas RI 0.00523440

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Green River Oil/Gas RI 0.00261720

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Hunter Gas RI 0.00236270

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Mayer #1R Gas RI 0.00143275

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Johnson J 16 Gas RI 0.00000770

Breitling Royalties Corporation Rale Oil Inc d/b/a Bar L Producers TX Hutchinson Rice Patty #1 Gas RI 0.00261720

Breitling Royalties Corporation Revolution Resources LLC OK Canadian WEHLU Tract 372 Oil RI 0.00683594

Breitling Royalties Corporation Saga Petroleum TX Ward Shipley QSU 1006 Gas RI 0.00000600



















EXHIBIT B



April 7, 2020



Breitling Royalties Corporation Saga Petroleum TX Ward Shipley QSU 1713WIW Gas RI 0.00000600


Breitling Royalties Corporation Saga Petroleum TX Ward Shipley QSU 1811 WIW Gas RI 0.00000600












Breitling Royalties Corporation Saga Petroleum TX Ward Shipley QSU 611 W Gas RI 0.00000600


















Breitling Royalties Corporation Saga Petroleum TX Ward Shipley QSU 802W Gas RI 0.00000600


Breitling Royalties Corporation Sandridge Energy OK Grant Deanna 2706 3-24H Oil/Gas/NGL RI 0.00043876

Breitling Royalties Corporation Sandridge Energy OK Grant Deanna 2706 4-24H Oil/Gas/NGL RI 0.00043876

Breitling Royalties Corporation Sandridge Energy OK Alfalfa Elmer 2312 1-4H Oil/Gas/NGL RI 0.00079557

Breitling Royalties Corporation Sandridge Energy OK Alfalfa Elmer 2312 2-4H Oil/Gas/NGL RI 0.00079557

Breitling Royalties Corporation Sandridge Energy OK Alfalfa IPT 2710 1-6H Oil/Gas/NGL RI 0.00128172

EXHIBIT B



April 7, 2020




Breitling Royalties Corporation Sandridge Energy OK Grant Kevin 2706 1-24H Oil/Gas/NGL RI 0.00043875

Breitling Royalties Corporation Sandridge Energy OK Grant Kevin 2706 2-24H Oil/Gas/NGL RI 0.00043875

Breitling Royalties Corporation Sheridan Production Company TX Loving Cutthroat 01.1 Gas RI 0.00411667

Breitling Royalties Corporation Sheridan Production Company TX Andrews JW Kuykendall 02.1 Oil RI 0.00048827

Breitling Royalties Corporation Sheridan Production Company TX Andrews JW Kuykendall 04.1 Gas RI 0.00048827















Breitling Royalties Corporation Sheridan Production Company TX Glasscock WHGU TR 9 Oil RI 0.00195312

Breitling Royalties Corporation Sheridan Production Company TX Panola Wilson UN 02.1 Gas/NGL/COND RI 0.00039700


















EXHIBIT B



April 7, 2020


Breitling Royalties Corporation SN Operating OK Canadian WEHLU TR 372 Oil OR 0.00683930

Breitling Royalties Corporation SN Operating TX Frio Hardin Unit B A 1H Gas OR 0.00350000

Breitling Royalties Corporation Sunoco OK Cleveland Joe Sitter #4 Oil RI 0.00097660

Breitling Royalties Corporation Sunoco OK Cleveland Stotts Oil RI 0.00195312

Breitling Royalties Corporation Sunoco TX Scurry Murphy - TR 18 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy - TR 31 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy B - TR 48 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy C - TR 29 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy C - TR 30 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy D - TR 51 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy D - TR 52 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Murphy E - TR 49 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Newman - TR 27 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Newman - TR 28 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco TX Scurry Newman B - TR 50 Oil RI 0.00390625

Breitling Royalties Corporation Sunoco OK Cleveland Stotts Oil RI 0.00195312

Breitling Royalties Corporation Sunoco OK Canadian WEHLU TR 372 Oil OR 0.00683930

Breitling Royalties Corporation Sunoco OK Creek West Arno Unit Trac Oil RI 0.00048813

Breitling Royalties Corporation Tag Team Resources OK Pittsburg Amanda 1-31H Gas RI 0.00121870

Breitling Royalties Corporation Tag Team Resources OK Pittsburg Presson A-1 Gas RI 0.00121870

Breitling Royalties Corporation Tag Team Resources OK Pittsburg Presson 2-31 Gas RI 0.00121870

Breitling Royalties Corporation Tag Team Resources OK Pittsburg Public Serv Co Gas RI 0.00121870

Breitling Royalties Corporation Texas Petroleum Investment LA LaFourche 11400 RA SUA; Diette Perrin Oil RI 0.00569950

Breitling Royalties Corporation Texas Petroleum Investment LA LaFourche 11400 RA SUA; State of LA #1 Gas RI 0.00566950

Breitling Royalties Corporation Texland Petroleum TX Ector Blakeney Oil RI 0.00260400

Breitling Royalties Corporation Texland Petroleum TX Ector North Cowden TR 18 Oil RI 0.00260400

Breitling Royalties Corporation Trinity River Energy TX Starr Zamora Ruiz 3 Oil/Gas/PP RI 0.00142380

Breitling Royalties Corporation Upp Operating TX Sutton Whitehead 602 Gas/NGL RI 0.00073240

Breitling Royalties Corporation Upp Operating TX Sutton Brown Whitehead 2-26 Gas/NGL RI 0.00073242


Breitling Royalties Corporation Upp Operating TX Sutton Brown Jack W B 1 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Whitehead 9-4 Gas/NGL RI 0.00073242









EXHIBIT B



April 7, 2020























Breitling Royalties Corporation Upp Operating TX Sutton Jack W Brown A 6 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Jack W Brown A 3 Gas/NGL RI 0.00073242


















EXHIBIT B



April 7, 2020



































Breitling Royalties Corporation Upp Operating TX Sutton Brown Rch A 139 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Brown Ranch B 146-2 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Brown Ranch B 146 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Brown Jack W D 3 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Brown Jack W D 1 Gas/NGL RI 0.00073242

Breitling Royalties Corporation Upp Operating TX Sutton Brown Jack W A 8 Gas/NGL RI 0.00073242


EXHIBIT B



April 7, 2020



Breitling Royalties Corporation Upp Operating TX Sutton Brown Jack W A-2 Gas/NGL RI 0.00073242


Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Black #1 COND RI 0.00523500

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Devo Oil RI 0.00523440

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Green River Oil RI 0.00523440

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Hunter Oil RI 0.00236270

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Johnson C Oil RI 0.00023440

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Johnson, E B Oil RI 0.00000770

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Millie #3, 4W, 5, 6, 7, 8 Oil RI 0.00523440

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Neil #1, 2, 3, 6 Oil RI 0.00523440

Breitling Royalties Corporation Valero Marketing Supply Co. TX Hutchinson Rice Patty #1 COND RI 0.00261720

Breitling Royalties Corporation Vanguard Operating TX Ward McDonald 29 Unit (Rollup) Oil RI 0.00018587

Breitling Royalties Corporation Wagner Oil TX Starr Zamora Ruiz 3 Gas/COND/PP RI 0.00142380

Breitling Royalties Corporation Williams Oil Company TX Ward W.A. Estes Oil/Gas RI 0.00013425

Breitling Royalties Corporation Williams Oil Company TX Ward W.A. Estes #57 Oil/Gas RI 0.00007925



Breitling Royalties Corporation XTO Energy TX Upshur Victory, S P JR 01 GU TR 11 Gas RI 0.00732422

Breitling Royalties Corporation XTO Energy TX Titus Davis, Pat Oil Unit 02 01 TR 01 Oil RI 0.00260400

Breitling Royalties Corporation XTO Energy TX Titus Davis, Pat Oil RI 0.00260400

Breitling Royalties Corporation XTO Energy TX Titus Galt, Myra Oil UT 03 Oil RI 0.00260400

Breitling Royalties Corporation XTO Energy TX Ector Goldsmith S.A. TR 02 Gas RI 0.00254917

Breitling Royalties Corporation XTO Energy TX Ector Goldsmith S.A. TR 03 Gas RI 0.00342781

Breitling Royalties Corporation XTO Energy OK Beckham ECU 1-06-13RR (BLM - FEE) Gas OR 0.00000949

Breitling Royalties Corporation XTO Energy OK Beckham ECU 1-07-01R (BLM - FEE) Gas OR 0.00000949

Breitling Royalties Corporation XTO Energy OK Beckham ECU 1-07-03R (BLM - FEE) Gas OR 0.00000949

Breitling Royalties Corporation XTO Energy OK Beckham ECU 1-08-18 (BLM - FEE) Gas OR 0.00000949













EXHIBIT B



April 7, 2020






Breitling Royalties Corporation XTO Energy TX Tarrant DWG Unit 1H Gas OR 0.00010527

Breitling Royalties Corporation XTO Energy TX Tarrant DWG Unit 8H Gas OR 0.00014036


Breitling Royalties Corporation XTO Energy TX Titus Talco CTRL East Unit TR 30 Oil RI 0.00130200



EXHIBIT B


IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,

v.

CHRISTOPHER A. FAULKNER,

BREITLING ENERGY

CORPORATION, JEREMY S.

WAGERS, JUDSON F. (“RICK”)

HOOVER, PARKER R. HALLAM,

JOSEPH SIMO, DUSTIN MICHAEL

MILLER RODRIGUEZ, BETH C.

HANDKINS, GILBERT STEEDLEY,

BREITLING OIL & GAS

CORPORATION, CRUDE ENERGY,

LLC, PATRIOT ENERGY, INC.,

Defendants,

and

TAMRA M. FREEDMAN and

JETMIR AHMEDI,

Relief Defendants.

§

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§

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§

§

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§

§

Case No.: 3:16-cv-01735-D

PROPOSED ORDER APPROVING TENTH APPLICATION TO PAY FEES INCURRED

BY THE RECEIVER FOR QUARTER ENDING MARCH 31, 2020

Before the Court is the Motion for Order Approving Tenth Application to Pay Fees

Incurred By the Receiver for Quarter Ending March 31, 2020 (“Motion”). Having considered the

Motion; all responses, objections and replies thereto, if any; the evidence presented; and arguments

of counsel; the Court is of the opinion that the Motion should be and is hereby GRANTED in all

respects.


2

The Court finds that with respect to the amounts approved for immediate payment set forth

below, the time spent, services performed, hourly rates charged, and expenses incurred by the

Receiver and his retained professionals during the time periods covered by the above-referenced

Fee Application, were reasonable and necessary for the Receiver to perform his Court-ordered

duties.

It is therefore ORDERED that:

The Motion for Order Approving Tenth Application to Pay Fees Incurred By the Receiver

for Quarter ending March 31, 2020 is GRANTED in all respects. The Court authorizes Receiver

to make the following payments from the Receivership Estate: (1) $88,257.50 to The Taylor Law

Offices, P.C.; (2) $9,677.90 to Goforth; (3) $2,432.50 to PKF; (4) $11,881.25 to Veritas; and (5)

$3,120.00 to Ballard & Littlefield.

Signed this ____ day of __________________, 2020.

________________________________

SIDNEY A. FITZWATER

UNITED STATES DISTRICT JUDGE


case 3:16-cv-01735-d document 543 filed 05/12/20 page 1 of ... · handkins, gilbert steedley,...

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