1.

The allegations contained in the first sentence of Paragraph 1 of the Complaint arc
Plaintiffs characterizations of his action, not allegations of fact, and therefore require no
response. To the extent a response is required, Continental admits the action purports to be a
shareholder class action and a derivative action, but denies the action is properly brought as a
class action or a derivative action on behalf of Continental. Continental admits Harold Hamm is the
majority owner, founder, Chairman of the Board and Chief Executive Officer of Continental.
Continental admits Jeffrey Hume is Continental's Vice Chairman of Strategic Growth Initiative
and the former President and Chief Operating Officer of Continental. Continental denies the
remaining allegations of Paragraph 1 ofthe Complaint
2. Continental admits on March 28, 2012, it announced it entered into an agreement to
purchase assets of Wheatland Oil Inc. ("Wheatland Transaction"). Continental denies the
remaining allegations of Paragraph 2 of the Complaint.
3. Continental admits procedural protections were employed to protect minority
shareholders of Continental. Continental admits Continental's acquisition of Wheatland's assets
was approved by a special committee ("Special Committee") composed of the audit committee
("Audit Committee") of Continental's board of directors ("Board"). Continental admits each
member of the Special Committee was determined to be independent for purposes of evaluating a
possible transaction with Wheatland Oil, Inc. ("Wheatland"). Continental admits the
acquisition of Wheatland was conditioned on the approval of a majority-vote of Continental's
minority shareholders. Continental denies the remaining allegations of Paragraph 3 of the
Complaint.
4. Continental admits the Chairman of the Special Committee was Mark Monroe.
Continental admits Monroe formerly served as Continental's President and Chief Operating
Officer and Monroe has been a director on the board of Continental since 2001. Continental
denies the remaining allegations of Paragraph 4 of the Complaint.
5. Continental admits Hamm does not possess any voting or investment power with
respect to the irrevocable trusts established for the benefit of his children. Continental denies the
remainder of the allegations of Paragraph 5 of the Complaint.
6. Continental denies the allegations set forth in Paragraph 6 of the Complaint.

7. Continental admits on July 9, 2012, it filed with the Secmities Exchange
Commission ("SEC") a definitive proxy statement ("Proxy") in connection with a shareholder
meeting scheduled to be held on August 10, 2012, regarding the proposed Wheatland
Transaction. Continental denies the remainder of the allegations of Paragraph 7 of the
Complaint
8. Paragraph 8 of the Complaint contains Plaintiff's characterizations of his action and legal
conclusions, not allegations of fact and therefore requires no response. To the extent a response is
required, Continental.denies the allegations set forth in Paragraph 8 of the Complaint.
9. Paragraph 9 of the Complaint contains legal conclusions, which require no
response. To the extent a response is required, Continental admits the Court has jurisdiction over
the claims asserted and denies all other allegations in Paragraph 9 of the Complaint
10. Paragraph 10 of the Complaint contains legal conclusions, which require no
response. To the extent a response is required, Continental admits the Court has jurisdiction over
it. Continental is without sufficient knowledge or information to admit or deny the remaining
allegations in Paragraph 10, and therefore, the remaining allegations are denied.
11. Paragraph 11 of the Complaint contains legal conclusions, which rcquue no ,
response. To the extent a response is required, Continental admits it maintains offices in
Oldahoma County and does business in Oklahoma County and also, ve:que. is proper as to
'
Continental. Continental denies all other allegations in Paragraph 11.

12. Continental is without sufficient knowledge or information to admit or'deny the
allegations set forth in Paragraph 12 of the Complaint and therefore, these allegations are denied.
13. Continental admits the allegations contained in the first, second, and third
sentences of Paragraph 13. Continental admits on March 27, 2012, it moved its headquarters to
Oklahoma City. Continental admits the Reorganization and Purchase and Sale Agreement
between Continental, Wheatland, and Wheatland's shareholders was signed on March 27, 2012.
Continental denies the remaining allegations in Paragraph 13 of the Complaint [Further
amendment may be required. Currently need: (1) confirmation of previous Continental
headquarters location; (2) confirmation of Wheatland's headquarters and Hamm Financial Group
headquarters].
14. Continental is without sufficient lmowledge or information to admit or deny the

allegations set forth in Paragraph 14 of)he Complaint. Therefore, the allegations in Paragraph
,'

14 of the Complaint are denied,

15. Continental admits the allegations set forth in Paragraph 15 of the Complaint.
[Further amendment may be required. Need to verifY: (1) whether Monroe and Hume currently
serve as directors of the Oklahoma Independent Petroleum Association; (2) whether Hamm
;served on the board of directors of Oklahoma Energy Partners (note: this may be a typo in the
Complaint- Plaintiff may be referring to Oklahoma Energy Explorers); (3) whether Monroe is
currently serving as a director of the Oklahoma Energy Partners (see previous note)].
16. Continental admits the allegations set forth in Paragraph 16 of the Complaint.
a(Further amendment may be required. Need to verify: (1) whether Momoe currently serves as a
director of the Oklahoma Independent Petroleum Association].
17. Continental admits Monroe has served as a director of Continental smcc
November 2001. Continental admits Monroe serves as the Chairman of the Audit Committee of
the Board and served as the Chairman of the Special Committee. Continental admits Monroe
served as Continental's President and COO from 2005 to 2008. Continental admits Monroe
previously served as Chainnan of the Board of Directors of the Oklahoma Independent
Petroleum Association and served on the board of directors of the Independent Petroleum
Association of America. Continental admits defendant Robert Grant was previously a member
of the Independent Petroleum Association of America. Continental denies the remaining
allegations of Paragraph 17 of,the Complaint. [Further amendment may be required. Need to
verify: (1) Monroe's current service on the board of directors on the Oklahoma Independent
Petroleum Association; (2) Monroe and Hamm's service on the board of directors of Oklahoma
Energy Partners (note: this may be a typo in the ComplaintPlaintiff may be attempting to refer
to Oklahoma Energy Explorers)].
18. Continental admits the allegations in Paragraph 18 of the Complaint.

19. Continental admits the allegations in Paragraph 19 of the Complaint.

20. Continental admits the allegations in the first sentence of Paragraph 20 of the
Complaint. Continental admits McNabb serves as a member of the Audit Committee and served
as a member of the Special Committee. Continental denies the remainder of the allegations set
forth in Paragraph 20.
21. Continental admits the allegations set forth in the fourth and fifth sentences of
Paragraph 21 of the Complaint. Continental denies the remainder of the allegations set forth in
Paragraph 21. [Further amendment may be required. Need information regarding Sanders'
retirement date and circumstances of reelection].
22. The allegations in Paragraph 22 of the Complaint are not factual allegations, and
as such, no response is required. To the extent a response is required, Continental docs not have
knowledge or information to adinifor deny the allegations set f():rth in Paragraph 22 oft11e

Complaint and therefore, these allegations are denied.

23. The allegations in Paragraph 23 of the Complaint are not factual allegations, and
as such, no response is required. To the extent a response is required, Continental does not have
knowledge or information to admit or deny the allegations set forth in Paragraph 23 of the
Complaint and therefore, these allegations are denied.
24. Continental denies the allegations in Paragraph 24 ofthe Complaint.
25. Continental denies the allegations in Paragraph 25 of the Complaint.

26. The allegations in Paragraph 26 of the Complaint are legal conclusions, and as
such, no response is required. To the extent a response is required, Continental denies the
allegations in Paragraph 26 of the Complaint.
27. Continental denies the allegations in Paragraph 27 of the Complaint.

28. Continental denies the allegations in Paragraph 28 of the Complaint.

29. Continental denies the allegations in Paragraph 29 of the Complaint.

30. The allegations contained in Paragraph 30 of Plaintiffs Complaint contain
Plaintiffs characterizations of his action, not allegations of fact and therefore rcqmre no
response. To the extent a response is required, Continental denies the allegations in Paragraph
30 ofPlaintiffs Complaint.

31. Continental is without sufficient knowledge or information to admit or deny the
allegations in Paragraph 31 of the Complaint and therefore, these allegations are denied.
32. Continental denies the allegations in Paragraph 32 of the Complaint.

33. Continental admits Plaintiff has not made any demand on the Board to institute an
action. Continental denies the remaining allegations in Paragraph 33 of the Complaint.
34......... C6ntmeritalderiies the allegati6miriPaiagraph J46fthe Complaiiit.


35. Continental admits the allegations in Paragraph 35 of the Complaint.

36. Continental admits the allegations in Paragraph 36 of the Complaint.

37. .. Continental admits it entered into a participation agreement with Wheatland in

2002 (''Participation Agreement"). Continental admits the allegations in Paragraph 37 to the
extent they are consistent with the Participation Agreement, which speaks for itself. Continental
expressly denies the allegations in Paragraph 37 to the extent they are inconsistent with the
Participation Agreement. To the extent any further response is required, Continental denies the
allegations in Paragraph 37 of the Complaint.
38. Continental denies the allegations in Paragraph 38 ofthe Complaint.

39. Continental denies the allegations in Paragraph 39 of the Complaint.

40. Continental admits the allegations in the first, second and third sentences of
Paragraph 40 of the Complaint Continental denies the remaining allegations in Paragraph 40 ol
the Complaint.
41. Continental admits a Special Committee was formed to consider the acquisition of
certain of the assets of Wheatland. Continental denies the remainder of the alle rations in
Paragraph 41 ofthe Complaint
42. Continental admits the allegations in Paragraph 42 of the Complaint:

43. Continental admits the allegations in Paragraph 43 to the extent they are
consistent with the press release issued by Continental on March 28, 2012 ("Press Release"),
which speaks for itself. Continental expressly denies the allegations in Paragraph 43 to the
extent they are inconsistent with the Press Release. Continental denies the remainder of the
allegations in Paragraph 43 of the Complaint.

............ 44.


45. Continental admits the allegations in Paragraph 45 of the Complaint.

46. Continental admits it filed _with the SEC a Form 8-K relating to Wheatland on
April 2, 2012 ("Form 8-K"). Continental admits the allegations in Paragraph 46 to the extent
they are consistent with the Form 8-K, which speaks for itself. Continental expressly denies the
allegations in Paragraph 46 to the extent they are inconsistent with the Form 8-K. To the extent
any further response is required, Continental denies the allegations in Paragraph 46 except as
expressly admitted herein.
47. Continental admits the allegations in Paragraph 47 to the extent t11ey arc
consistent with ilie Form 8-K, which speaks for itself. Continental expressly denies the
allegations in Paragraph 47 to the extent they are inconsistent with the Form 8-IC To the extent
any further response is required, Continental denies the allegations in Paragraph 47 except as
expressly admitted herein.
48. Continental admits the allegations in Paragraph 48 to the extent they arc
consistent with ilie Form 8-K, which speaks for itself. Continental expressly denies the
allegations in Paragraph 48 to ilie extent they are inconsistent with the Form 8-K. Continental
denies the remaining allegations in Paragraph 48 of the Complaint.
49. Continental denies the allegations in Paragraph 49 ofthe Complaint.
50. Continental admits the allegations in Paragraph 50 to the extent they arc
consistent with the Board's resolutions, which spealcs for themselves. Continental expressly
denies the allegations in Paragraph 50 to the extent they are inconsistent with those resolutions.
Continental denies the remaining allegations in Paragraph 50 of the Complaint.

5L Coiit:Lnentaidenies the ailegat10lis ili:P agraphsi ftl;e c 1-;J;i i ;1:

52. Continental admits the Special Committee selected Weil, Gotshal & Manges LLP
to serves as its counsel and Evercore Group LLC ("Evercore") to serve as its financial advisor
with respect to the proposed Wheatland Transaction. Continental admits the allegations in
Paragraph 52 to fue extent they are consistent with the description of events in the Proxy, which
spealcs for itself. Continental expressly denies the allegations in Paragraph 52 to the extent they
are .inconsistent.with the description of events in the Proxy. Continental denies the remaining
allegations in Paragraph 52 of the Complaint.
53. Continental admits the allegations set forth in the first and second sentences of
,i


Paragraph 53 of the Complaint. Continental denies the remaining allegations in Paragraph 53 of
the Complaint.
54. Continental admits the allegations in Paragraph 54 to the extent they arc
consistent with the Proxy, which spealcs for itself. Continental expressly denies the allegations in
Paragraph 54 to the extent they are inconsistent with the Proxy. Continental denies the
remaining allegations in Paragraph 54 of the Complaint
55. Continental admits the allegations in Paragraph 55 to the extent they arc
consistent with the Proxy, which spealcs for itself. Continental expressly denies the allegations in
Paragraph 55 to the extent they are inconsistent with the Proxy. Continental denies the
remaining allegations in Paragraph 55 of the Complaint.
56. Continental admits the allegations in Paragraph 56 to the extent they arc
consistent with the Proxy, which speaks for itself. Continental expressly denies the allegations in
Paragraph 56 to the extent they are inconsistent with the Proxy. Continental denies the

------
remaining allegations in Paragraph 56 of the Complaint

57. Continental admits the allegations in Paragraph 57 to the extent they are
consistent with the Proxy, which speaks for itself. Continental expressly denies the allegations in
Paragraph 57 . to the extent they are inconsistent with the Proxy. Continental denies the
M- maining allegations in Paragraph 57 of the Complaint.
58. Continental admits the allegations in Paragraph 58 to the extent they are
consistent with the Proxy, which spealcs for itself. Continental expressly denies the allegations in
Paragraph 58 to the extent they are inconsistent with the Proxy. Continental denies the
remaining allegations in Paragraph 58 of the Complaint.
59. Continental denies the allegations in Paragraph 59 of the Complaint.

60. Continental admits the allegations in Paragraph 60 to the extent they arc
consistent with the Proxy, which speaks for itself. Continental expressly denies the allegations in
Paragraph 60 to the extent they are inconsistent with the Proxy. Continental denies the
remaining allegations in Paragraph 60 of the Complaint.
61. Continental admits the allegations set forth in the first sentence of Pa1;agraph 61 of
the Complaint. Continental denies the remaining allegations in Paragraph 61 of the Complaint.
62. Continental denies the allegations in Paragraph 62 of the Complaint.

63. Continental denies the allegations in Paragraph 63 of the Complaint.

64. Continental admits the allegations in Paragraph 64 of the Complaint.

65. Continental denies the allegations in Paragraph 65 of the Complaint.

66. Continental denies the allegations set forth in the first sentence of Paragraph 66.
Continental admits the allegations in the second and third sentences of Paragraph 66 to the extent
they are consistent with Continental's Code of Ethics, which speaks for itself. Continental
expressly denies the allegations in the second and third sentences of Paragraph 66 to the extent
they are inconsistent with Continental's Code of Ethics.
67. Continental admits Hamm and Hume are subject to Continental's Code of Ethics.
Continental denies the remaining allegations in Paragraph 67 of the Complaint.
68. Continental denies the allegations in Paragraph 68 of the Complaint.

69. Continental denies the allegations in Paragraph 69 oftbe Complaint.

70. Continental denies the allegations in Paragraph 70 of the Complaint.
103. To the extent any response 1s required to Plaintiff's prayer for relief, the

Continental responds as follows:

A. Continental denies and opposes the relief sought in Paragraph A.
B. Continental denies and opposes the relief sought in Paragraph B.
C. Continental derues and opposes the relief sought in Paragraph C.
D. Continental denies and opposes the relief sought in Paragraph D.
E. Continental denies and opposes the relief sought in Paragraph E.
F. Continental denies and opposes the relief sought in Paragraph F.
ALL OTHER ALLEGATIONS DENIED

104. Any allegation in the Complaint not specifically admitted above is denied.

AFFIRMATIVE DEFENSES

Without conceding Continental bears the burden of proof on any of the following issues,
Continental hereby states the following defenses and affirmative defenses:
1. Plaintiff has failed to state a claim upon which relief can be granted.
2. Plaintiff's claims are barred by the business judgment rule and!or the total fairness
doctrine.

----J: Praiiitirrs a erivativeciairiis are barred beCause Piaiiitiffiailed ro make dcinaiid
on

the Continental Board and has not establishd g:roundsJor excusing demand.

4. Plaintiff lacks standing to sue for part or all of the damages alleged in the

Complaint.

5. Plaintiff's claims are barred by his failure to comply with 12 O.S. 2031.1.

6. Plaintiff's claims are or may be barred, in whole or in part, by Plaintiff's failure to
timely comply with all necessary administrative, statutory and/or jurisdictional prerequisites for
the commencement of this action.
7. Plaintiff has failed to set forth facts sufficient to state a class action claim.

8. Plaintiff has failed to set forth facts sufficient to state a derivative claim.


9. Plaintiff's claims are barred, in whole or in part, by the doctrine of res judicata

(claim preclusion).


10. Plaintiff's claims are barred, in whole or in part, by the Judge DeGiusti's order
and judgment in Louisiana Municipal Policy Employees' Retirement Systen1 v. Continental
Resources, Inc., No. 5:12-CV-667-D (W.D.Okla.).
11. Plaintiff's claims are barred by quasi estoppel, equitable estoppel, wmver,
ratification, and/or acquiescence.
12. Plaintiffs claims are barred, in whole or in part, because they are moot following
the shareholder vote.
13. The putative class Plaintiff attempts to certifY does not satisfy the requirements of

12 O.S. 2023, including the typicality, commonality, adequate representation, predominance
---

and superiority elements of the statute.
14. At all relevant times, Continental complied with all applicable laws, regulations,
policies and standards.
is: "5' IaiiiiFtf.cannot slmult.aneously assert'Class.actioii ai1dderl'vadve.cEi1i11s.................................................. -


............. 16. P.laintifLcannQLpLQ\T.e_with...a..Leasonable_degr.ee....Qf_certaii11.JL-the....damagcs_a!Je.ged - -
-- by Plaintiff were the result of any alleged wrongful action or conduct by Continental or the other
named defendants.

17. Continental had no duty to disclose allegedly omitted information.


18. To the extent applicable to Continental, Continental adopts and incorporates the
affirmative or other defenses asserted by any other defendant in this action.




57335320 - 14-
19. Continental reserves its rights to amend and supplement its answer and
affirmative defenses as may be appropriate as facts are developed through discovery.
CONCLUSION

WHEREFORE, Continental requests Plaintiffbe denied any recovery against Continental
and judgment be entered in Continental's favor on Plaintiffs claims, Continental be awarded
costs of suit, attorneys' fees as appropriate and provided for by law, and Continental be granted
any and all such further relief as the Court may deem proper.
Respectfully submitted,




John N. Hermes, OBA #4133
McAFEE & TAFT A PROFESSIONAL
CORPORATION
Tenth Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102
Telephone: (405) 235-2258
!ete-cupier:-(4(:)5-)235=-7458-- ---- ------
iolm.hermes@mcafeetaft.com

-and-

Robert S. Harrell (TX Bar No. 09041350)
Anne M. Rodgers (TX Bar No. 17133025)
------ -------- ------------- ---- ----------------------------------------------------------------- ---------------------------carter-nuga.n-(T-x-sar-No---:-2Lt:Os6-4S:r;------------------------------------------
FuLBRIGHT & JAwoRSKI LLP
1301 McKinney, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5151
Telecopier: (713) 651-5246
robert.harrell@nortonrosefulbright.com
anne.rodgers@nortonrosefulbright.com
carter.dugan@nortonrosefulbright.com

ATTORNEYS FOR DEFENDANT
CONTINENTAL RESOURCES, INC.







57335320 - 15 -
CERTIFICATE OF SERVICE

I hereby certify on this 11th day of October, 2013, a full, true, and concct copy of the
foregoing was sent as shown below to the following counsel of record at the following addresses:


Jason Roselius
Derek Morton
NELSON ROSELIUS TERRY & MORTON
300 South Boulevard, Suite 300
Oklahoma City, Oklahoma 73013
(By U.S. Mail and Email)





Sidney G. Dunagan
Gregory T. Metcalfe
GABLEGOTWALS, P.C.
211 N. Robinson, 15th Floor
Oklahoma City, Oklahoma 73102
(By U.S. Mail and Email)

T. Ray Guy
WEIL, GOTSHAL & MANGES LLP
200 Crescent Court, Suite 300
.... ----Dallas,-1'x:as 7.$2Q lL---
(By U.S. Mail and Email)































57335320
Lee D. Rudy Robin
Winchester Michael
C. Wagner J. Daniel
Albert
KESSLER TOPAZ MELTZER & CHECK, LLP
280 King of Prussia Road .
Radnor, Pennsylvania 19087
(By U.S. Mail and Email)

Jay P. Walters
FELLERS SNIDER BLANKENSHIP
BAILEY & TIPPENS, P.C.
100 North Broadway, Suite 1700
Oklahoma City, Oklahoma 73102
(By U.S. Mail and Email)

Steven J. Adams, OBA #142
John D. Russell, OBA #13343
FELLERS SNIDER BLANKENSHIP
BAILEY & TIPPENS, P.C. !
J2TS -Bosfon Avenut\-Suitc-soo ------ --------------:
Tulsa, Oklahoma 74103
(By U.S. Mail and Email)





Carter Dugan






















- 16-