E. O. SPENCER, III - MANAGER * BUSINESS * ENERGY

For more than 23 years E. O. (“Sonny”) Spencer has represented a variety of business clients and independent oil and gas operators and producers.

E. O. maintains a diverse client group with a practice focused on business and energy transactions, financing arrangements, entity choice and structure, business and energy contracts, business and energy litigation, administrative/regulatory agency compliance and hearings, mediation/arbitration, the sale, purchase, and combination of businesses and their assets, the acquisition and divestment of producing oil and gas properties, and all facets of oil and gas exploration and production operations.

His commitment to achieving superior results in a cost efficient manner has allowed E. O. to compete successfully with the large law firms who predominate in his practice areas, and to regularly receive referrals from them. This commitment to providing quality representation by applying legal skills built over 23 years of relevant experience has earned E. O. an “AV” Rating from the Martindale-Hubbell Legal Directory.

E. O. is dedicated to serving the varied transactional, regulatory, litigation, contractual and operational needs of Spencer & Spencer's business and energy clients effectively and economically.

Following is a summary of relevant experience and results achieved by E. O. for his clients:

Historic:

• Founded and managed for 9 years a multi-member law firm with Mississippi and Alabama offices serving business and energy clients.

• Represented a Mississippi insurance company and affiliated financial companies. Assisted in their development and acted as local counsel when the holding company was acquired by a $150 million insurance company.

• Represented a Texas company in successfully developing a large coalseam gas field in the Black Warrior Basin of Alabama. Accepted "24/7" responsibility for managing all legal and land functions for the drilling and completion of over 400 wells, and for the construction and permitting of a 165 mile gas gathering system and related facilities. Total project capital: approx. $230 million.

• Represented the founders of a Mississippi technology business which has grown into a regional leader in managed technical services and data hosting.

• Worked as oil and gas counsel with litigation co-counsel to defend six affiliated companies against a class action lawsuit filed by about 800 royalty owners for breach of contract, fraud and misrepresentation in the marketing of gas in the Black Warrior Basin. Developed and filed, with co-counsel, a counterclaim against the plaintiff class which allowed about $3 million in additional post production expenses to be deducted from the plaintiffs' royalty checks, interpled into a court account, and ultimately used to fund settlement of the case.

• Represented a Mississippi company in negotiating and closing the purchase of $14 million in producing oil and gas properties in 7 Mississippi counties.

• Represented a Texas company in purchasing from a Mississippi operator $11.4 million in coalseam gas wells in Wyoming’s Powder River Basin. Hired two years later by the Mississippi operator to effect the sale of $5 million in coalseam gas wells to one of the largest private companies in the U.S.

• Acted as local counsel to a Texas company and its investors in buying from a large public company about $23 million in royalties in several coalseam gas fields in the Black Warrior Basin.

• Acted as local counsel for an oil and gas company registering with the SEC a $189 million "royalty trust" allowing investors federal income tax credits from the production of coalseam gas.

• Acted as oil and gas counsel to a Mississippi based operator in exchanging membership interests in 5 LLCs owning producing oil and gas properties for membership interests in a new LLC (a "rollup") to provide a combined asset base to secure a large credit facility to fund a capital expenditure program to exploit the new LLC's reserve base. Worked with co- counsel and tax consultants to draft a "model" limited liability company agreement and a "model" joint operating agreement. Provided financing title opinions necessary to secure the credit facility. Worked with co-counsel to prepare the Confidential Private Offering Memorandum to investors required to comply with applicable state and federal securities laws.

Ongoing:

• Defending the former President and CEO of an insurance company in a lawsuit by multiple policyholders claiming fraud, misrepresentation and securities laws violations in the sale of whole life insurance policies.

• Defending an independent oil and gas company and its President in a lawsuit by multiple royalty owners claiming improper deductions from royalties for post- production expenses, misrepresentation and fraud in the marketing of oil from a Mississippi field, and defending a related lawsuit and arbitration proceeding involving the sale of the field to the U. S. subsidiary of a foreign oil company.

• Defending an oil and gas operator and affiliated marketing company against claims of underpayment of oil severance taxes based on a “barrel back” exchange.

• Assisting an independent oil and gas company in due diligence activities in a potential purchase of producing properties in Louisiana.

• Acting as local counsel for energy center banks in the refinancing by independent oil and gas companies of existing credit facilities.

• Preparing Division Order Title Opinions for new producing oil and gas wells in Mississippi.

• Pursuing various regulatory remedies for independent oil and gas producers.

• Working with an independent oil and gas operator to advise generally on post-production expense issues in Mississippi, Louisiana and Oklahoma.

• Advising an independent operator regarding development of about 12,000 acres of federal oil and gas leases in the Powder River Basin of Wyoming.

• Working with an independent oil and gas operator to draft and implement an Exploration Agreement to use 3D seismic to develop drilling prospects in Mississippi.