Common use of CLAIMS ADMINISTRATION, ALLOCATION, AND DISTRIBUTION OF NET SETTLEMENT FUND Clause in Contracts

CLAIMS ADMINISTRATION, ALLOCATION, AND DISTRIBUTION OF NET SETTLEMENT FUND. 6.1. The Allocation Methodology is a matter separate and apart from the proposed Set- tlement between Plaintiff and Defendant and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of this Settlement. Provided that none of the terms of the Settlement are modified by such decision, any decision by the Court concerning the Allocation Methodology shall not affect the validity or finality of the Settlement or operate to terminate or cancel this Settlement or affect the finality of the Judgment. Further, after the issuance of any notice contemplated by this Settlement Agreement or ordered by the Court, the Allocation Methodology may be modified without any further notice being required, provided the modification is approved by the Court. 6.2. Plaintiff’s Counsel shall, subject to Court approval, allocate the Net Settlement Fund to individual Class Members proportionately based on the amount of statutory interest owed on the original underlying payment that allegedly occurred outside the time periods required by the PRSA, with due regard for the production date, the date the underlying payment was made, the amount of the underlying payment, the time periods set forth in the PRSA, any additional statutory interest that Plaintiff’s Counsel believes has since accrued, prior releases where identified by De- fendant, and excluding those Class Members who would otherwise receive a distribution of $5.00 or less. No distributions will be made to Class Members who would otherwise receive a distribution of $5.00 or less under the Initial Plan of Allocation. This de minimis threshold is set in order to preserve the overall Net Settlement Fund from the costs of claims that are likely to exceed the value of those claims. It has been determined by Plaintiff’s Counsel that $5.00 is a reasonable de minimis threshold. A Class Member that falls into this category may request to be excluded from this Liti- gation as described in this Settlement Agreement or otherwise will be bound by the Settlement Agreement and all provisions thereof despite receiving no payment under the Final Plan of Allo- cation. In the event the Court declines to approve the $5.00 de minimis payment provision con- tained in this paragraph, such refusal will not be grounds to disturb or terminate the Settlement Agreement by any Party; instead, Plaintiff’s Counsel will submit an alternative plan of allocation that does not include the $5.00 de minimis payment provision contained in this paragraph. Plaintiff will utilize any information provided by Defendant to direct any allocation to Class Members for the Claim Period. This allocation is subject to modification by Plaintiff’s Counsel and final ap- proval by the Court. Defendant shall have no responsibility for the allocation and distribution of the Gross Settlement Fund, shall not be liable for any claims by, through, or under any Class Mem- ber or any third party relating to the allocation or distribution of the Gross Settlement Fund, in- cluding but not limited to any claims that a class member should have been allocated and distrib- uted a different amount of the Gross Settlement Fund than it actually received or than provided by any plan of allocation. Defendant will be indemnified by any Class Member asserting any such claims (or by, through, or under whom such claims are asserted) from and against any losses, lia- bilities, costs, and expenses, including attorneys’ fees, arising out of or relating to the assertion of any such claims. 6.3. No later than twenty-eight (28) days prior to the Final Fairness Hearing, Plaintiff’s Counsel will provide an initial Plan of Allocation to Defendant, subject to extension if Defendant has not provided all of the data it is obligated to provide pursuant to paragraph 3.2 above. The Plan of Allocation will reflect the amount of the Distribution Check to be sent to each Class Member based upon (a) data provided by Defendant pursuant to paragraph 3.2 above; (b) the assumption that no Class Member timely and properly submits a Request for Exclusion from the Settlement Class or is excluded from the Settlement Class by other order of the Court; and (c) the assumption that Plaintiff’s Counsel’s application for Attorneys’ Fees, reimbursement of Litigation Expenses and Administration, Notice, and Distribution Costs, and Case Contribution Award will be approved in full. Plaintiff’s Counsel may rely on the data provided by Defendant pursuant to paragraph 3.2 above for purposes of the Plan of Allocation and is under no obligation to independently verify such data. Plaintiff will submit for approval by the Court the Plan of Allocation based on the pro- visions of this section as part of or in conjunction with the Final Fairness Hearing. 6.4. Within sixty (60) days after the Effective Date, Plaintiff will file and seek approval of a distribution order with the Court assuming the Plan of Allocation has been approved by the Court (“Distribution Order”). The Distribution Order will indicate the proportionate amount of the Net Settlement Fund to be paid to each Class Member pursuant to the Allocation Methodology and the Plan of Allocation. 6.5. Within thirty (30) days after the Effective Date, the Settlement Administrator will (a) refund from the Net Settlement Fund to Defendant the amount attributable to Class Members in the Initial Plan of Allocation who timely and properly submitted a Request for Exclusion or who were otherwise excluded from the Settlement Class by order of the Court only to the extent that collective amount attributable to all such class members exceeds 5% of the Gross Settlement Fund, and (b) provide Defendant with the detail necessary for the Court and Defendant to verify the Settlement Administrator’s calculation of the refund amount from the Net Settlement Fund. The Settlement Fund will retain all amounts attributable to Class Members who are excluded up to the 5% threshold above. 6.6. The Settlement Administrator shall administer the Settlement and distribute the Net Settlement Fund under Plaintiff’s Counsel’s supervision in accordance with this Settlement Agree- ment and subject to the jurisdiction of the Court. Plaintiff, Defendant, and their respective Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effec- tuate its terms. The Net Settlement Fund shall be distributed to Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class according to the Plan of Allocation, as determined by Plaintiff’s Counsel, or according to such other plan of allocation and distribution order(s) as the Court approves. Further, to the extent Defendant has not provided the taxpayer identification number for a Class Member and by reason thereof the Settlement Administrator would otherwise be required to withhold income taxes from the distribution to that Class Member, the Settlement Administrator shall make a reasonable effort to obtain the Class Member’s tax identification number by mailing a form W-9 Request for Tax- payer Identification Number and Certification to the best reasonably obtainable address of the Class Member. 6.7. The Parties agree that no part of the Gross Settlement Fund will be distributed until the Effective Date unless otherwise expressly provided herein. If the Settlement is not finally ap- proved in a Final and Non-Appealable Judgment, the funds held by the Escrow Agent and any accrued interest or returns earned in the Escrow Account will be refunded to Defendant. 6.8. After Court approval of the Plan of Allocation and entry of a distribution order, the Settlement Administrator will make prompt distribution of funds to those ordered by the Court to receive those funds. The Settlement Administrator will only make distributions based on the Plan of Allocation and distribution order approved by the Court. It is contemplated that distributions may be made in waves, where using that approach is more efficient for the Settlement Administra- tor, so that payments to readily identified owners are not unduly delayed. The Settlement Admin- istrator will make a diligent effort to mail the first Distribution Checks within ninety (90) days after the entry of the Distribution Order. The Settlement Administrator will make a diligent effort to distribute the remainder of the Net Settlement Fund to Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class within six (6) months after the Distribution Order. Any portion of the Net Settlement Fund remain- ing in the Escrow Account after the void date for each Distribution Check, and after all administra- tion efforts are concluded, will be considered Residual Unclaimed Funds. 6.9. The Settlement Administrator will use commercially reasonable efforts, subject to review and approval by Plaintiff’s Counsel, to distribute the Net Settlement Fund. Defendant will provide all reasonably accessible information in its possession to assist in locating Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class by Order of the Court. If the information needed to send a Distribution Check cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Escrow Account as Residual Unclaimed Funds. 6.10. If a Distribution Check is returned to the Settlement Administrator under circum- stances suggesting the Class Member did not receive the Distribution Check (e.g., a mailed item returned due to an incorrect, insufficient, or outdated address), the Settlement Administrator and/or consultants working with the Settlement Administrator will use commercially reasonable methods to locate an updated address and will re-issue and re-mail the Distribution Check. If the information needed to send a Distribution Check cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Escrow Account as Residual Unclaimed Funds. 6.11. Included with each Distribution Check shall be an enclosure that includes the fol- lowing notice (or, if a change is required by the Court, a notice substantially the same as the fol- lowing):

CLAIMS ADMINISTRATION, ALLOCATION, AND DISTRIBUTION OF NET SETTLEMENT FUND. 6.1. The Allocation Methodology is a matter separate and apart from the proposed Set- tlement between Plaintiff and Defendant and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of this Settlement. Provided that none of the terms of the Settlement are modified by such decision, any decision by the Court concerning the Allocation Methodology shall not affect the validity or finality of the Settlement or operate to terminate or cancel this Settlement or affect the finality of the Judgment. Further, after the issuance of any notice contemplated by this Settlement Agreement or ordered by the Court, the Allocation Methodology may be modified without any further notice being required, provided the modification is approved by the Court. 6.2. Plaintiff’s Counsel shall, subject to Court approval, allocate the Net Settlement Fund to individual Class Members proportionately based on the amount of statutory interest owed on the original underlying payment that allegedly occurred outside the time periods required by the PRSA, with due regard for the production date, the date the underlying payment was made, the amount of the underlying payment, the time periods set forth in the PRSA, any additional statutory interest that Plaintiff’s Counsel believes has since accrued, prior releases where identified by De- fendant, and excluding those Class Members who would otherwise receive a distribution of $5.00 or less. No distributions will be made to Class Members who would otherwise receive a distribution of $5.00 or less under the Initial Plan of Allocation. This de minimis threshold is set in order to preserve the overall Net Settlement Fund from the costs of claims that are likely to exceed the value of those claims. It has been determined by Plaintiff’s Counsel that $5.00 is a reasonable de minimis threshold. A Class Member that falls into this category may request to be excluded from this Liti- gation as described in this Settlement Agreement or otherwise will be bound by the Settlement Agreement and all provisions thereof despite receiving no payment under the Final Plan of Allo- cation. In the event the Court declines to approve the $5.00 de minimis payment provision con- tained in this paragraph, such refusal will not be grounds to disturb or terminate the Settlement Agreement by any Party; instead, Plaintiff’s Counsel will submit an alternative plan of allocation that does not include the $5.00 de minimis payment provision contained in this paragraph. Plaintiff will utilize any information provided by Defendant to direct any allocation to Class Members for the Claim Period. This allocation is subject to modification by Plaintiff’s Counsel and final ap- proval by the Court. Defendant shall have no responsibility for the allocation and distribution of the Gross Settlement Fund, shall not be liable for any claims by, through, or under any Class Mem- ber or any third party relating to the allocation or distribution of the Gross Settlement Fund, in- cluding but not limited to any claims that a class member should have been allocated and distrib- uted a different amount of the Gross Settlement Fund than it actually received or than provided by any plan of allocation. Defendant will be indemnified by any Class Member asserting any such claims (or by, through, or under whom such claims are asserted) from and against any losses, lia- bilities, costs, and expenses, including attorneys’ fees, arising out of or relating to the assertion of any such claims. 6.3. No later than twenty-eight (28) days prior to the Final Fairness Hearing, Plaintiff’s Counsel will provide an initial Plan of Allocation to Defendant, subject to extension if Defendant has not provided all of the data it is obligated to provide pursuant to paragraph 3.2 above. The Plan of Allocation will reflect the amount of the Distribution Check to be sent to each Class Member based upon (a) data provided by Defendant pursuant to paragraph 3.2 above; (b) the assumption that no Class Member timely and properly submits a Request for Exclusion from the Settlement Class or is excluded from the Settlement Class by other order of the Court; and (c) the assumption that Plaintiff’s Counsel’s application for Attorneys’ Fees, reimbursement of Litigation Expenses and Administration, Notice, and Distribution Costs, and Case Contribution Award will be approved in full. Plaintiff’s Counsel may rely on the data provided by Defendant pursuant to paragraph 3.2 above for purposes of the Plan of Allocation and is under no obligation to independently verify such data. Plaintiff will submit for approval by the Court the Plan of Allocation based on the pro- visions of this section as part of or in conjunction with the Final Fairness Hearing. 6.4. Within sixty (60) days after the Effective Date, Plaintiff will file and seek approval of a distribution order with the Court assuming the Plan of Allocation has been approved by the Court (“Distribution Order”). The Distribution Order will indicate the proportionate amount of the Net Settlement Fund to be paid to each Class Member pursuant to the Allocation Methodology and the Plan of Allocation. 6.5. Within thirty (30) days after the Effective Date, the Settlement Administrator will (a) refund from the Net Settlement Fund to Defendant the amount attributable to Class Members in the Initial Plan of Allocation who timely and properly submitted a Request for Exclusion or who were otherwise excluded from the Settlement Class by order of the Court only to the extent that collective amount attributable to all such class members exceeds 5% of the Gross Settlement Fund, and (b) provide Defendant with the detail necessary for the Court and Defendant to verify the Settlement Administrator’s calculation of the refund amount from the Net Settlement Fund. The Settlement Fund will retain all amounts attributable to Class Members who are excluded up to the 5% threshold above. 6.6. 6.1 The Settlement Administrator shall administer the Settlement and distribute the Net Settlement Fund under Plaintiff’s Class Counsel’s 's supervision in accordance with this Settlement Agree- ment Stipulation and subject to the jurisdiction of the Court. Plaintiff, Defendant, QEP and their respective QEP's Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effec- tuate effectuate its terms. The Net Settlement Fund shall be distributed to Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class according to the Plan of Allocation, as determined by Plaintiff’s Counsel, Allocation and Distribution or according to such other plan of allocation and distribution order(s) as the Court approves. Further, to . 6.2 The allocation of the extent Defendant has not provided the taxpayer identification number for Net Settlement Fund among Class Members is a Class Member matter separate and by reason thereof the Settlement Administrator would otherwise be required to withhold income taxes apart from the distribution to that Class Memberproposed Settlement between the Settling Parties, the Settlement Administrator shall make a reasonable effort to obtain the Class Member’s tax identification number by mailing a form W-9 Request for Tax- payer Identification Number and Certification to the best reasonably obtainable address of the Class Member. 6.7. The Parties agree that no part of the Gross Settlement Fund will be distributed until the Effective Date unless otherwise expressly provided herein. If the Settlement is not finally ap- proved in a Final and Non-Appealable Judgment, the funds held any decision by the Escrow Agent and any accrued interest or returns earned in the Escrow Account will be refunded to Defendant. 6.8. After Court approval of concerning the Plan of Allocation and entry Distribution shall not affect the validity or finality of a distribution order, the Settlement. Class Representatives may not terminate the Stipulation or the Settlement Administrator will make prompt distribution of funds to those ordered by the Court to receive those funds. The Settlement Administrator will only make distributions based on this Court's or any court's ruling with respect to the Plan of Allocation and distribution order approved Distribution or any plan of allocation in the Litigation. Further, after the issuance of any notice contemplated by this Settlement Agreement, or after the issuance of any notice ordered by the Court. It is contemplated that distributions , the Plan of Allocation may be made in waves, where using that approach is more efficient modified without any further notice being required. The Parties will submit for approval of the Court a Plan of Allocation and Distribution based on the provisions of this section. 6.3 QEP shall reasonably cooperate to provide all available data and other information: (i) reasonably necessary to complete the Settlement Administra- torand (ii) available to QEP from records to which QEP has access or can reasonably and timely obtain through requests to others; provided, so that payments however, QEP shall not be required to readily identified owners are not unduly delayedtake legal action against any third party to obtain the requested information. The As soon as possible after preliminary approval of this Settlement Admin- istrator will make a diligent effort to mail by the first Distribution Checks within ninety Court, and in no event more than thirty (9030) days after preliminary approval, QEP shall provide Class Counsel in a readily usable electronic format with names, addresses, tax identification numbers and royalty decimal interests of Class Members on a well-by-well basis for currently producing ▇▇▇▇▇ operated by QEP. For all other Class ▇▇▇▇▇, QEP will provide names, addresses, tax identification numbers and royalty decimal interests of Class Members on a well-by-well basis as soon as reasonably possible in a readily useable electronic format, but in no event more than 90 days after preliminary approval provided that QEP is able to obtain the entry information from the operators of those Class ▇▇▇▇▇. To the Distribution Orderextent possible, the data will be based on ownership as of February 28, 2013, or the last royalty pay deck available before that date. The Parties recognize that, for some ▇▇▇▇▇ no longer producing, or previously sold, or operated by other companies, QEP may not have and may not be able to obtain information necessary to identify Class Members in those ▇▇▇▇▇. If after using reasonable efforts the Parties and the Settlement Administrator will make a diligent effort are unable to distribute identify the remainder of the Net Settlement Fund to individual Class Members who have not timely and properly submitted in such a Request for Exclusion and who are not excluded from the Settlement Class well within six (6) 12 months after the Distribution Order. Any Settlement is Final, the portion of the Net Settlement Fund remain- ing allocated to those ▇▇▇▇▇ will be subject to reimbursement of QEP's out-of-pocket costs as described in paragraph 1.1 6.4 Class Counsel shall, subject to Court approval, first allocate Net Settlement Proceeds to individual Class ▇▇▇▇▇ proportionately, with due regard for the Escrow Account after production marketed by QEP on behalf of itself and/or other well owners, the void date amount of claimed royalty underpayment to Class Members, and the time period when the claimed underpayment occurred. The allocation of the Net Settlement Proceeds among Class ▇▇▇▇▇ as determined by Class Counsel is shown on Exhibit 2. This allocation is subject to final approval by the Court. Thereafter, QEP will allocate the Net Settlement Proceeds for each Distribution CheckClass Well proportionately among all Class Members based on their royalty decimal interest in such well using the February, and after all administra- tion efforts are concluded, will be considered Residual Unclaimed Funds. 6.9. The Settlement Administrator will use commercially reasonable efforts2013 royalty pay deck (or the most current available royalty pay deck), subject to review and approval by Plaintiff’s CounselClass Counsel and the Court. 6.5 It is recognized that on non-operated ▇▇▇▇▇ with current production, QEP will either pay to distribute the Net Settlement Fundoperator the settlement funds attributable to that non-operated Class Well for further distribution to royalty owners or make those payments directly. Defendant On QEP operated ▇▇▇▇▇, QEP will provide all reasonably accessible information in its possession pay settlement proceeds proportionately to assist in locating royalty owners who are Class Members who members and have not timely opted out based upon the February 2013 pay deck for each well. In the case of non-operated ▇▇▇▇▇ without current production, QEP will make reasonable commercial efforts to determine Class Member royalty owners (along with decimal interest and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class last known address) by Order of the Courtcontacting last known well operators. If such information can be gathered, then QEP will make distribution to them. However, if the information needed to send a Distribution Check make distribution cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member Well will remain in the Escrow Account as Residual Unclaimed Fundspart of the unclaimed amount. QEP may seek to have the Court require such current operators distribute such funds to those current royalty owners who are Class Members, without objection by Class Representatives. In the event QEP is permitted to require current operators to make distributions on the Class ▇▇▇▇▇ they operate, then QEP will provide assistance to the operators as reasonably required. However, it is recognized that, on non-operated ▇▇▇▇▇, it is the well operator (not QEP) who has direct access to royalty owner pay decks. 6.10. If a 6.6 Returned or stale-dated Distribution Check is returned Checks shall be reissued as necessary to ensure delivery to the appropriate Class Members by QEP or the Settlement Administrator under circum- stances suggesting the Class Member did not receive the Distribution Check (e.g., a mailed item returned due to an incorrect, insufficient, or outdated address), the Settlement Administrator and/or consultants working with the Settlement Administrator will use using commercially reasonable methods subject to locate an updated address review and will re-issue approval by Class Counsel and re-mail the Distribution CheckCourt. If To the information needed to send a Distribution Check extent that Class Members cannot be obtained through such effortslocated, after all commercially reasonable efforts have been expended, the portion of the Net Settlement Fund Proceeds attributable to such Class Member them will remain in the Escrow Account as Residual Unclaimed Fundsfor at least one year from the date that the Judgment becomes final. Thereafter, such remaining funds will be considered to be residual unclaimed funds which may be used to reimburse QEP for out-of-pocket costs incurred for Administration Notice and Distribution upon Court approval or be paid pursuant to the provisions of paragraph 6.13. 6.11. 6.7 Included with each Distribution Check shall be an enclosure that includes the fol- lowing following or substantially similar notice: TO: Class Member or Designated Royalty Distributor: The enclosed check represents a share of the net settlement proceeds in the Class Action Chieftain Royalty Company and Jack Lancet v. QEP Energy Company, Case No. CIV-11-212-R in United States District Court for Western District of Oklahoma. You are receiving this notice and check because: (orl) you have been identified as a Class Member in this action, or (2) you are the designated royalty distributor pursuant to the Production Revenue Standards Act of a well you operate in which QEP Energy Company (“QEP”), or a predecessor or assignor of QEP, currently and/or in prior periods, marketed its own gas. If you are not legally entitled to the proceeds identified on the check apron, the Court has entered an Order that requires you to pay these proceeds to persons legally entitled thereto or return this check uncashed to the remitter of it. If you are a designated royalty distributor, you are required to pay these proceeds to the current royalty owners in each of the ▇▇▇▇▇ identified on the check detail, and a copy of this notice should be included with the payment to each of the royalty owners. The distribution described above to Class Members is based on the assumption that very few sales of royalty interests have occurred. It has also been assumed that where sales did occur, it was the intent of the parties that the buyer was entitled to receive payment for past claims. Finally, it has been assumed that where royalty interests passed through inheritance, devise or interfamily transfers, that it was the intent that the heir, or devisee or transferee also receive payment for past claims. To the extent that these assumptions are not correct in relation to particular transfers of interest, the Court has ordered that the Class Member who receives payment shall in turn make payment to the proper party or return this check uncashed to the remitter of it. The person to whom this check was originally made payable, and anyone to whom the check has been assigned by that person, has accepted this payment pursuant to the terms of the Settlement Agreement, Notice of Settlement, and Judgment related thereto, which releases, inter alia, QEP and its past and present parents, affiliates, directors, officers, employees, attorneys, agents, consultants, servants, stockholders, representatives, subsidiaries, predecessor entities, and affiliated successor entities (but not entities to which QEP assigned interests in Class ▇▇▇▇▇ as to any claims occurring or arising after the Claim Period(s) for any well(s) sold to any such entity) from any and all Released Claims as defined in the Settlement Agreement. Pursuant to the Order of the Court, it is the duty of the payee of the check to ensure that the funds are paid to the Class Member(s) entitled to the funds, and the release by Class Member(s) entitled to the funds shall be effective regardless of whether such Class Member(s) receive some, all, or none of the proceeds paid to a payee of a settlement check. This check shall be null and void if not endorsed and negotiated within ninety (90) days of its date. The release of claims provided in the settlement shall be effective regardless of whether this check is cashed. 6.8 Except as otherwise provided herein, upon the Settlement Agreement being finally approved by the Court and such final approval no longer being subject to appeal, and after Court approval of the Plan of Allocation and Distribution, QEP or the Settlement Administrator will make prompt distribution of funds to the persons ordered by the Court to receive those funds and QEP shall bear all Administration, Notice and Distribution Costs. Subject to paragraphs 1.1, 6.12 and 6.13, to the extent that any part of the Net Settlement Proceeds becomes subject to the escheat statutes of various states, QEP or the Settlement Administrator will make payment to the appropriate governmental body upon Court approval. QEP may employ the services of a change is required Settlement Administrator to perform the distributions with the approval of Chieftain and the Court. QEP or the Settlement Administrator will make a diligent effort to make the first distributions within 90 days of the Settlement becoming final and complete the distributions within 180 days to Class Members representing 90% of the Net Settlement Proceeds. The remainder of the Net Settlement Proceeds will be distributed within one year of the Settlement becoming final. Any portion of the Net Settlement Proceeds remaining in the Escrow Account thereafter will be considered to be residual or unclaimed funds. 6.9 Distributions will only be made based on an order by the Court, approved by QEP, Class Counsel and Chieftain. It is contemplated that distributions will be made in a notice substantially series of waves so that payments to readily identified royalty owners are not unduly delayed. 6.10 QEP, QEP's counsel, Class Counsel and Class Representatives shall have no liability to any Class Member for mis-payments, over-payments, or under-payments. 6.11 If any Class Member has been paid any portion of the Net Settlement Proceeds for any period of time for which that Class Member was not entitled to receive that payment, and some other person or entity who owned or claims to have owned the minerals during that time asserts a claim against any Released Party for payment of all or a portion of the settlement proceeds, or asserts a claim for an alleged underpayment of the royalty share or mineral owner's share of such production that is based on what is defined herein as a Released Claim, then the Class Member who received an amount in excess of his share shall be liable for the payment of the amount he was overpaid to the person who is determined to have been properly owed that amount, and that Class Member shall indemnify any Released Party, Class Counsel and other members of the Class or any party to this Settlement Agreement against whom a claim is made, but only to the extent of any overpayment received by the indemnifying Class Member and interest thereon. 6.12 Upon completion of the distribution (including any necessary supplemental distributions) to the Class Members and, and upon compliance with the Court's order(s) in furtherance of this Settlement, QEP and any Settlement Administrator will have satisfied all obligations relating to the payment and distribution of the Net Settlement Proceeds. Subject to paragraph 1.1 above concerning reimbursement of Notice and Administration Costs, QEP or the Settlement Administrator, will then turn administration of any remaining monies in the Settlement Fund over to Class Counsel for further administration and handling pursuant to paragraph 6.13. 6.13 Any residual funds remaining in the Escrow Account after distribution has otherwise been completed, and QEP has been reimbursed for out-of-pocket Administration, Notice, and Distribution Costs, as provided for elsewhere herein, and for which further distribution is not economically viable, shall pursuant to Court order be contributed to non-sectarian, not-for-profit, 501(c)(3) organization(s) recommended by Class Counsel, preference to be given to organizations who provide beneficial services regarding Oklahoma royalty owners. 6.14 The Court shall retain jurisdiction to determine any issues relating to the payment and distribution of the Settlement Proceeds, and any claims relating thereto shall be determined by the Court alone, and shall be limited to a determination of the claimant's entitlement to any portion of the Settlement Proceeds, and no consequential, punitive or other damages shall be awarded in any proceeding regarding any such determination. 6.15 At such time as the Judgment becomes final and no longer being subject to appeal (or as otherwise provided herein), Chieftain, Class Counsel and QEP will promptly obtain the Court's approval of a list of the names of Class Members who have not opted-out and to whom Distribution Checks are to be mailed, along with the amounts of the Distribution Check for each such Class Member. The names, addresses, and amounts will be determined in accordance with this Section 6. In relation to producing non-operated ▇▇▇▇▇ as of February 28, 2013, the parties will seek Court approval for QEP to pay funds to the current operator for further distribution to Class Members proportionately in the well. At the direction of the Court, QEP will then cause (or cause the Settlement Administrator to issue) Distribution Checks to be issued and deposited in the United States mails, addressed to the addresses for members of the Class that are reasonably available to QEP, or if approved by the Court, the operator of producing non-operated ▇▇▇▇▇. It is contemplated that there will be a series of distribution orders since the identity (and amount due) to Class Members will not be available for all Class Members at the same time. 6.16 The Mutual Release, Dismissal and Covenant Not to Sue shall be effective as provided in this Settlement Agreement, regardless of whether or not particular members of the fol- lowing):Class did or did not receive payment from the Net Settlement Fund Amount and regardless of whether or not any member of the Class who was obligated pursuant to the Judgment to pay some or all of the distributed funds to another member of the Class in fact made such payment to such other member of the Class. The failure of a member of the Class to make payment to another member of the Class pursuant to the payment obligations of the Judgment shall not be a defense to enforcement of the Release of the Released Claims against the Released Parties or the Covenant Not to Sue, as to any member of the Class. 6.17 Neither QEP, QEP's counsel, Class Counsel, Class Representatives, nor the Class shall have any liability fo

CLAIMS ADMINISTRATION, ALLOCATION, AND DISTRIBUTION OF NET SETTLEMENT FUND. 6.1. 6.1 The Allocation Methodology is a matter separate and apart from the proposed Set- tlement Settlement between Plaintiff and Defendant and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of this Settlement. Provided that none of the terms of the Settlement are modified by such decision, any decision by the Court concerning the Allocation Methodology shall not affect the validity or finality of the Settlement or operate to terminate or cancel this Settlement or affect the finality of the Judgment. Further, after the issuance of any notice contemplated by this Settlement Agreement or ordered by the Court, the Allocation Methodology may be modified without any further notice being required, provided the modification is approved by the Court. 6.2. 6.2 Plaintiff’s Counsel Counsel, with the assistance of the experts and consultants they retain, shall, subject to Court approval, allocate the Net Settlement Fund to individual Class Members proportionately based on who are participating in the amount of statutory interest owed on the original underlying payment that allegedly occurred outside the time periods required by the PRSASettlement proportionately, with due regard for for: (a) the production datemarketed by Defendant on behalf of itself and/or others, (b) the amount and date of claimed royalty underpayment to Class Members, (c) the time period when the claimed underpayment occurred, and, (d) the distribution of small amounts that exceed the cost of the distribution. Thereafter, the date the underlying payment was made, the amount of the underlying payment, the time periods set forth in the PRSA, any additional statutory interest that Plaintiff’s Counsel believes has since accrued, prior releases where identified by De- fendant, and excluding those Class Members who would otherwise receive a distribution of $5.00 or less. No distributions will be made to Class Members who would otherwise receive a distribution of $5.00 or less under the Initial Plan of Allocation. This de minimis threshold is set in order to preserve the overall Net Settlement Fund will be allocated for each Class Well proportionately among all Class Members in such well based on their respective royalty decimal interests using the approximate December 2017 royalty paydeck data provided by Defendant or obtained from the costs of claims that are likely a third-party pursuant to exceed the value of those claims. It has been determined paragraph 3.3 (or another reasonably current available royalty paydeck), subject to review and approval by Plaintiff’s Counsel that $5.00 is a reasonable de minimis threshold. A Class Member that falls into this category may request to be excluded from this Liti- gation as described in this Settlement Agreement or otherwise will be bound by and the Settlement Agreement and all provisions thereof despite receiving no payment under the Final Plan of Allo- cation. In the event the Court declines to approve the $5.00 de minimis payment provision con- tained in this paragraph, such refusal will not be grounds to disturb or terminate the Settlement Agreement by any Party; instead, Plaintiff’s Counsel will submit an alternative plan of allocation that does not include the $5.00 de minimis payment provision contained in this paragraph. Plaintiff will utilize any information provided by Defendant to direct any allocation to Class Members for the Claim PeriodCourt. This allocation is subject to modification by Plaintiff’s Counsel and final ap- proval approval by the Court. Neither Defendant shall have no responsibility for the allocation and distribution of the Gross Settlement Fund, shall not be nor Defendant’s Counsel is responsible or liable for any claims by, through, or under any Class Mem- ber or any third party relating to the allocation or distribution aspect of the Gross Settlement Fund, in- cluding but not limited to any claims that a class member should have been allocated and distrib- uted a different amount of the Gross Settlement Fund than it actually received Allocation Methodology or than provided by any plan of allocation. Defendant will be indemnified by any Class Member asserting any such claims (or by, through, or under whom such claims are asserted) from and against any losses, lia- bilities, costs, and expenses, including attorneys’ fees, arising out of or relating to the assertion of any such claimsallocation implementing that methodology. 6.3. 6.3 No later than twenty-eight seven (287) days prior to the Final Fairness Hearingopt-out/objection deadline, the Settlement Administrator and/or Plaintiff’s Counsel will provide an initial Initial Plan of Allocation to Defendant, subject to extension if Defendant has not provided all of the data it is obligated to provide pursuant to paragraph 3.2 aboveCourt. The Initial Plan of Allocation will reflect the amount of the Distribution Check to that would be sent to each putative Class Member based upon upon: (ai) data the royalty paydeck information provided by Defendant and obtained by third-party operators pursuant to paragraph 3.2 3.3 above; (b) the assumption that no Class Member timely and properly submits a Request for Exclusion from the Settlement Class or is excluded from the Settlement Class by other order of the Court; and (c) the assumption that Plaintiff’s Counsel’s application for Attorneys’ Fees, reimbursement of Litigation Expenses and Administration, Notice, and Distribution Costs, and Case Contribution Award will be approved in full. Plaintiff’s Counsel may rely on the data provided by Defendant pursuant to paragraph 3.2 above for purposes of the Plan of Allocation and is under no obligation to independently verify such data. Plaintiff will submit for approval by the Court the Plan of Allocation based on the pro- visions of this section as part of or in conjunction with the Final Fairness Hearing. 6.4. Within sixty (60) days after the Effective Date, Plaintiff will file and seek approval of a distribution order with the Court assuming the Plan of Allocation has been approved by the Court (“Distribution Order”). The Distribution Order will indicate the proportionate amount of the Net Settlement Fund to be paid to each Class Member pursuant to the Allocation Methodology and the Plan of Allocation. 6.5. Within thirty (30) days after the Effective Date, the Settlement Administrator will (a) refund from the Net Settlement Fund to Defendant the amount attributable to Class Members in the Initial Plan of Allocation who timely and properly submitted a Request for Exclusion or who were otherwise excluded from the Settlement Class by order of the Court only to the extent that collective amount attributable to all such class members exceeds 5% of the Gross Settlement Fund, and (b) provide Defendant with the detail necessary for the Court and Defendant to verify the Settlement Administrator’s calculation of the refund amount from the Net Settlement Fund. The Settlement Fund will retain all amounts attributable to Class Members who are excluded up to the 5% threshold above. 6.6. The Settlement Administrator shall administer the Settlement and distribute the Net Settlement Fund under Plaintiff’s Counsel’s supervision in accordance with this Settlement Agree- ment and subject to the jurisdiction of the Court. Plaintiff, Defendant, and their respective Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effec- tuate its terms. The Net Settlement Fund shall be distributed to Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class according to the Plan of Allocation, as determined by Plaintiff’s Counsel, or according to such other plan of allocation and distribution order(s) as the Court approves. Further, to the extent Defendant has not provided the taxpayer identification number for a Class Member and by reason thereof the Settlement Administrator would otherwise be required to withhold income taxes from the distribution to that Class Member, the Settlement Administrator shall make a reasonable effort to obtain the Class Member’s tax identification number by mailing a form W-9 Request for Tax- payer Identification Number and Certification to the best reasonably obtainable address of the Class Member. 6.7. The Parties agree that no part of the Gross Settlement Fund will be distributed until the Effective Date unless otherwise expressly provided herein. If the Settlement is not finally ap- proved in a Final and Non-Appealable Judgment, the funds held by the Escrow Agent and any accrued interest or returns earned in the Escrow Account will be refunded to Defendant. 6.8. After Court approval of the Plan of Allocation and entry of a distribution order, the Settlement Administrator will make prompt distribution of funds to those ordered by the Court to receive those funds. The Settlement Administrator will only make distributions based on the Plan of Allocation and distribution order approved by the Court. It is contemplated that distributions may be made in waves, where using that approach is more efficient for the Settlement Administra- tor, so that payments to readily identified owners are not unduly delayed. The Settlement Admin- istrator will make a diligent effort to mail the first Distribution Checks within ninety (90) days after the entry of the Distribution Order. The Settlement Administrator will make a diligent effort to distribute the remainder of the Net Settlement Fund to Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class within six (6) months after the Distribution Order. Any portion of the Net Settlement Fund remain- ing in the Escrow Account after the void date for each Distribution Check, and after all administra- tion efforts are concluded, will be considered Residual Unclaimed Funds. 6.9. The Settlement Administrator will use commercially reasonable efforts, subject to review and approval by Plaintiff’s Counsel, to distribute the Net Settlement Fund. Defendant will provide all reasonably accessible information in its possession to assist in locating Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class by Order of the Court. If the information needed to send a Distribution Check cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Escrow Account as Residual Unclaimed Funds. 6.10. If a Distribution Check is returned to the Settlement Administrator under circum- stances suggesting the Class Member did not receive the Distribution Check (e.g., a mailed item returned due to an incorrect, insufficient, or outdated address), the Settlement Administrator and/or consultants working with the Settlement Administrator will use commercially reasonable methods to locate an updated address and will re-issue and re-mail the Distribution Check. If the information needed to send a Distribution Check cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Escrow Account as Residual Unclaimed Funds. 6.11. Included with each Distribution Check shall be an enclosure that includes the fol- lowing notice (or, if a change is required by the Court, a notice substantially the same as the fol- lowing):;

CLAIMS ADMINISTRATION, ALLOCATION, AND DISTRIBUTION OF NET SETTLEMENT FUND. 6.1. 6.1 The Allocation Methodology is a matter separate and apart from the proposed Set- tlement Settlement between Plaintiff and Defendant and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of this Settlement. Provided that none of the terms of the Settlement or the Supplemental Agreements are modified by such decision, any decision by the Court concerning the Allocation Methodology shall not affect the validity or finality of the Settlement or operate to terminate or cancel this Settlement or affect the finality of the Judgment. Further, after the issuance of any notice contemplated by this Settlement Agreement or ordered by the Court, the Allocation Methodology may be modified without any further notice being required, provided the modification satisfies due process and is approved by the Court. 6.2. 6.2 Plaintiff’s Counsel shall, subject to Court approval, allocate the Net Settlement Fund to individual Participating Class Members proportionately based on the amount of statutory interest allegedly owed on the original underlying payment that allegedly occurred outside the time periods required by the PRSA, with due regard for the production date, the date the underlying payment was made, the amount of the underlying payment, the time periods set forth in the PRSA, any additional statutory interest that Plaintiff’s Counsel believes has since accrued, prior releases where identified by De- fendant, and excluding those the amount of interest or returns that have accrued on the Participating Class Members who would otherwise receive a distribution Member’s proportionate share of $5.00 or less. the Net Settlement Fund during the time such share was held in the Settlement Account. 6.3 No distributions will be made to Class Members who would otherwise receive a distribution of less than $5.00 or less 10.00 under the Initial Plan of Allocation. This de minimis threshold is set in order to preserve the overall Net Settlement Fund from the costs of claims that are likely to exceed the value of those claims. It has been determined by Plaintiff’s Counsel that $5.00 10.00 is a reasonable de minimis threshold. A Class Member that falls into this category may request to be excluded from this Liti- gation Litigation as described in this Settlement Agreement or otherwise will be bound by the Settlement Agreement and all provisions thereof despite receiving no payment under the Final Plan of Allo- cationAllocation. In the event the Court declines refuses to approve the $5.00 10.00 de minimis payment provision con- tained contained in this paragraph, such refusal will not be grounds to disturb or terminate the Settlement Agreement by any Party; instead, Plaintiff’s Counsel will submit an alternative plan of allocation that does not include the $5.00 10.00 de minimis payment provision contained in this paragraph. Plaintiff will utilize any information provided by Defendant to direct any allocation to Class Members for the Claim Period. . 6.4 This allocation is subject to modification by Plaintiff’s Counsel and final ap- proval approval by the Court. Neither Defendant shall have no responsibility for the allocation and distribution of the Gross Settlement Fund, shall not be nor Defendant’s Counsel is responsible or liable for any claims by, through, or under any Class Mem- ber or any third party relating to the allocation or distribution aspect of the Gross Settlement Fund, in- cluding but not limited to any claims that a class member should have been allocated and distrib- uted a different amount of the Gross Settlement Fund than it actually received Allocation Methodology or than provided by any plan of allocation. Defendant will be indemnified by any Class Member asserting any such claims (or by, through, or under whom such claims are asserted) from and against any losses, lia- bilities, costs, and expenses, including attorneys’ fees, arising out of or relating to the assertion of any such claimsallocation implementing that methodology. 6.3. 6.5 No later than twenty-eight (28) 28 days prior to the Final Fairness Hearing, Plaintiff’s Counsel will provide an initial the Initial Plan of Allocation to Defendant, subject to extension if Defendant has not provided all of the data it is obligated to provide pursuant to paragraph 3.2 above. The Initial Plan of Allocation will reflect the amount of the Distribution Check to be sent to each Class Member based upon (a) the payment history data provided by Defendant pursuant to paragraph 3.2 Paragraph 3.3 above; (b) the assumption that no Class Member timely and properly submits a Request for Exclusion from the Settlement Class or is excluded from the Settlement Class by other order of the Courtbecomes an Opt-Out; and (c) the assumption that Plaintiff’s Counsel’s application for Plaintiff’s Attorneys’ Fees, reimbursement of Litigation Expenses and Administration, Notice, and Distribution CostsExpenses, and Case Contribution Award will be approved in fullapproved. Plaintiff’s Counsel may rely on the payment history data provided by Defendant pursuant to paragraph 3.2 Paragraph 3.3 above for purposes of the Initial Plan of Allocation and is under no obligation to independently verify such data. Plaintiff will submit for approval by the Court the Initial Plan of Allocation based on the pro- visions provisions of this section as part of or in conjunction with the Final Fairness Hearing. 6.4. 6.6 Within sixty (60) 30 days after the Effective Date, Plaintiff will file and seek approval of a distribution order with the Court assuming the Plan of Allocation has been approved by the Court (“Distribution Order”). The Distribution Order will indicate the proportionate amount of the Net Settlement Fund to be paid to each Class Member pursuant to the Allocation Methodology and the Plan of Allocation. 6.5. Within thirty (30) days after the Effective DateFinal Fairness Hearing, the Settlement Administrator will (a) refund from the Net Settlement Fund to Defendant the amount attributable to Class Members Opt-Outs in the Initial Plan of Allocation who timely and properly submitted a Request for Exclusion or who were otherwise excluded from the Settlement Class by order excess of the Court only to separately agreed- upon threshold under the extent that collective amount attributable to all such class members exceeds 5% of the Gross Settlement FundAllocation Methodology as set forth in Supplemental Agreement 1, and and (b) provide Defendant with the detail necessary for the Court and Defendant to verify the Settlement Administrator’s calculation of the refund amount. Supplemental Agreement 1 shall not be filed with the Court, unless requested by the Court, and then shall only be filed under seal for in camera inspection by the Court. The terms of this provision may only be altered or amended by written agreement signed by Defendant’s and Plaintiff’s Counsel. 6.7 Within 60 days after the Effective Date, Plaintiff will file and seek approval of a Final Plan of Allocation. The Final Plan of Allocation will indicate the proportionate amount from of the Net Settlement Fund. The Settlement Fund will retain all amounts attributable to be paid to each Participating Class Members who are excluded up Member pursuant to the 5% threshold aboveAllocation Methodology and the Initial Plan of Allocation. 6.6. 6.8 The Settlement Administrator shall administer the Settlement and distribute the Net Settlement Fund under Plaintiff’s Counsel’s supervision in accordance with this Settlement Agree- ment Agreement and subject to the jurisdiction of the Court. Plaintiff, Defendant, and their respective Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effec- tuate its terms. The Net Settlement Fund shall be distributed to Participating Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class according to the Final Plan of Allocation, as determined by Plaintiff’s Counsel, or according to such other plan of allocation and distribution order(s) as the Court approves. Further, to the extent Defendant has not provided the taxpayer identification number for a Class Member and by reason thereof the Settlement Administrator would otherwise be required to withhold income taxes from the distribution to that Class Member, the Settlement Administrator shall make a reasonable effort efforts to obtain the Class Member’s tax identification number by mailing number, including making reasonable inquiry and sending a form W-9 Request for Tax- payer Taxpayer Identification Number and Certification to the best reasonably obtainable address of the Class Member. Defendant will have no responsibility with regard to the administration of the Settlement. 6.7. 6.9 The Parties agree that, other than the refund described in Paragraph 6.6 and Administration, Notice, and Distribution Costs necessarily expended before that time, no part of the Gross Settlement Fund will be distributed until the Effective Date unless otherwise expressly provided hereinDate. If the Settlement is not finally ap- proved approved in a Final and Non-Appealable Judgment, the full Gross Settlement Fund (less such funds held by the Escrow Agent as were previously expended as Administration, Notice, and Distribution Costs) and any accrued interest or returns earned in the Escrow Settlement Account will be refunded to DefendantDefendant within five (5) days from the date of entry of an order by the Court declining to approve the Settlement. 6.8. 6.10 After Court approval of the Plan of Allocation and entry of a distribution orderthe Final Plan of Allocation, the Settlement Administrator will make prompt distribution of funds to those ordered by the Court to receive those funds. The Settlement Administrator will only make distributions based on the Final Plan of Allocation and distribution order approved by the Court. It is contemplated that distributions may be made in waves, where using that approach is more efficient for the Settlement Administra- torAdministrator, so that payments to readily identified owners are not unduly delayed. The Settlement Admin- istrator Administrator will make a diligent effort to mail the first Distribution Checks within ninety (90) 90 days after the entry Effective Date and, within the subsequent 90 days, will mail the Distribution Checks representing the remaining 95% of the Distribution OrderNet Settlement Fund (such percentage to be calculated based upon the amount of payments shown in the Final Plan of Allocation). The Settlement Administrator will make a diligent effort to distribute the remainder of the Net Settlement Fund will be distributed to Participating Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class within six (6) 6 months after the Distribution OrderEffective Date. Any portion of the Net Settlement Fund remain- ing remaining in the Escrow Settlement Account 120 days after the void date for each Settlement Administrator sends the final wave of Distribution Check, and after all administra- tion efforts are concluded, Checks will be considered Residual Unclaimed FundsFunds that will be refunded to Defendant. 6.9. 6.11 The Settlement Administrator will use commercially reasonable efforts, subject to review and approval by Plaintiff’s Counsel, to distribute the Net Settlement Fund. Defendant will provide all reasonably accessible information in its possession to assist in locating Class Members who have not timely and properly submitted a Request for Exclusion and who are not excluded from the Settlement Class by Order of the Court. If the information needed to send a Distribution Check cannot be obtained through such efforts, the portion of the Net Settlement Fund attributable to such Class Member will remain in the Escrow Settlement Account as Residual Unclaimed FundsFunds and shall be refunded to Defendant. 6.10. 6.12 If a Distribution Check is returned to the Settlement Administrator under circum- stances suggesting the Class Member did not receive the Distribution Check (e.g., a mailed item returned due to an incorrect, insufficient, for incorrect or outdated insufficient address), the Settlement Administrator and/or consultants working with the Settlement Administrator will use commercially reasonable methods to locate an updated address and will re-issue and re-mail the Distribution CheckCheck within 30 days. If the information needed to send a second Distribution Check is returned and the Class Member cannot be obtained located through such commercially reasonable efforts, the portion of the Net Settlement Fund attributable to such Class Member them will remain in the Escrow Settlement Account as for 90 days after the date the Second Distribution Check was returned and, thereafter, will be considered Residual Unclaimed FundsFunds that shall be paid to Defendant. 6.11. 6.13 Included with each Distribution Check shall be an enclosure that includes the fol- lowing following notice (or, if a change is required by the Court, a notice substantially the same as the fol- lowingfollowing):