SC 13D/A

Number Of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

Sole Voting Power

86,496,826 (2)

Shared Voting Power

0

Sole Dispositive Power

86,496,826 (2)

Shared Dispositive Power

0

0001193125-22-032817.txt : 20220209 0001193125-22-032817.hdr.sgml : 20220209 20220209170159 ACCESSION NUMBER: 0001193125-22-032817 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20220209 DATE AS OF CHANGE: 20220209 GROUP MEMBERS: HAROLD HAMM FAMILY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL RESOURCES, INC CENTRAL INDEX KEY: 0000732834 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730767549 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82887 FILM NUMBER: 22608049 BUSINESS ADDRESS: STREET 1: 20 NORTH BROADWAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052349000 MAIL ADDRESS: STREET 1: PO BOX 268836 CITY: OKLAHOMA CITY STATE: OK ZIP: 73126 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL RESOURCES INC DATE OF NAME CHANGE: 19980811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hamm Harold CENTRAL INDEX KEY: 0001316481 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 405-234-9000 MAIL ADDRESS: STREET 1: 20 N. BROADWAY STREET 2: SUITE 1410 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 SC 13D/A 1 d305490dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Continental Resources, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

212015 10 1

(CUSIP Number)

James R. Webb

Senior Vice President, General Counsel, Chief Risk Officer and Secretary

Continental Resources, Inc.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Tel: (405) 234-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 7, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		Name of Reporting Person Harold G. Hamm
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒ (1)
3		SEC Use Only
4		Source of Funds PF
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(D) Or 2(E) ☐
6		Citizenship or Place of Organization United States

(1)	Harold G. Hamm has sole voting and dispositive power with respect to all shares held by Mr. Hamm.

(2)	Please read Item 3 for an explanation of the transactions that resulted in the decrease in Mr. Hamm’s beneficial ownership.

(3)

The percentages used herein are calculated based on 364,298,373 shares of Common Stock outstanding (the “Outstanding Shares”), which represents the 365,580,875 shares of Common Stock outstanding as of October 25, 2021, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021 adjusted for 1,282,502 shares of Common Stock since repurchased by the Issuer pursuant to the Issuer’s previously announced share repurchase program.


1		Name of Reporting Person Harold Hamm Family LLC
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) Or 2(E) ☐
6		Citizenship or Place of Organization Oklahoma

(1)	Please read Item 3 for an explanation of the transactions that resulted in the decrease in Harold Hamm Family LLC’s beneficial ownership.

Item 1.

Security and Issuer.

Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) further amends and restates (where indicated) the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2007 (as amended prior to this Amendment No. 9, and as further amended hereby, the “Schedule 13D”), and relates to the beneficial ownership by Harold G. Hamm and Harold Hamm Family LLC (collectively, the “Reporting Persons”) of the shares of common stock, par value $0.01 per share (“Common Stock”), of Continental Resources, Inc., an Oklahoma corporation (the “Issuer”), the address of which is 20 N. Broadway, Oklahoma City, Oklahoma, 73102. This Amendment No. 9 does not constitute an admission that the changes reported herein are “material” or that this Amendment No. 9 is required to be filed. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as provided herein, all items of the Schedule 13D remain unchanged.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by appending the following information:

As of the date of this Amendment No. 9, Mr. Hamm beneficially owns 1,873,568 more shares of Common Stock than he did as of the date of Amendment No. 8 to the Schedule 13D. Mr. Hamm used personal funds in the amount of approximately $21,257,290 to acquire shares of Common Stock in the open market.

Pursuant to a Dividend and Dissolution Agreement, dated February 7, 2022 (the “Dividend Agreement”), by and among the members of Harold Hamm Family LLC, an Oklahoma limited liability company (“HHF”), on February 7, 2022, all shares of Common Stock owned by HHF were distributed by HHF by way of a pro rata dividend to its members, including 72,265,137 shares of Common Stock distributed to the Harold Hamm Trust (the “Transaction”).

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Persons entered in the Transaction for estate planning purposes.

The Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time, subject to market and general economic conditions and other factors, purchase additional shares of common stock of the Issuer in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of such shares now owned or hereafter acquired to one or more purchasers, including, in each case, pursuant to a trading plan under Rule 10b5-1.

As of the date of this Amendment No. 9 and except as disclosed herein, consistent with past practices, or as otherwise disclosed by the Issuer in the Issuer’s filings and public releases or otherwise in the ordinary and normal course of business of the Issuer, neither of the Reporting Persons has any plans or proposals which relate to or would result in any of the following actions:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of the date of this Amendment No. 9, Mr. Hamm beneficially owns 86,496,826 shares of Common Stock, or 23.7% of the outstanding shares of Common Stock, including the 72,265,137 shares held by the Harold Hamm Trust pursuant to the Transaction, 64,452 shares of Common Stock held by Transwestern Transports LLC and 20,618 shares of restricted Common Stock held by Mr. Hamm, which vest on May 1, 2022. The foregoing percentage is based on based on 364,298,373 shares of Common Stock outstanding, which represents the 365,580,875 shares of Common Stock outstanding as of October 25, 2021, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021 adjusted for 1,282,502 shares of Common Stock since repurchased by the Issuer pursuant to the Issuer’s previously announced share repurchase program.

(b) Mr. Hamm has sole voting and dispositive power with respect to 86,496,826 shares of Common Stock, including the 64,452 shares of Common Stock held by Transwestern Transports LLC.

(c) Other than the Transaction described above in Item 3, neither Reporting Person has effected any transactions in the Common Stock in the last 60 days.

(d) Not applicable.

(e) As a result of the consummation of the Transaction, as of February 7, 2022, HHF no longer beneficially owns any shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end thereof:

Mr. Hamm, in his capacities as trustee of the Revocable Inter Vivos Trust of Harold G. Hamm and as a member and manager of HHF, has executed the Dividend Agreement, a copy of which is attached hereto as Exhibit 1.

In connection with the Dividend Agreement, Mr. Hamm has executed that certain Shareholders’ Agreement, dated as of February 7, 2022 (the “Shareholders’ Agreement”), a copy of which is attached hereto as Exhibit 2. Pursuant to the Shareholders’ Agreement, certain members of the Hamm family and certain trusts (the “Parties”) have agreed to certain obligations, including, among other things, (i) certain acquisitions and dispositions of shares of Common Stock held by the Parties require the approval of a majority of the trustees of the trusts party to the Shareholders’ Agreement, subject to certain exceptions, (ii) following the death of Harold G. Hamm, to vote their shares of Common Stock as directed by the Parties holding a majority of all shares of Common Stock and (iii) customary tag-along and drag-along rights.

The Shareholders’ Agreement may be amended or terminated upon the approval of Parties holding a majority of all shares of Common Stock.

The foregoing summary of the Shareholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, which is filed herewith as Exhibit 2.

In his capacity as trustee of the Revocable Inter Vivos Trust of Harold G. Hamm, Mr. Hamm has executed those five certain First Amendments, each dated as of February 7, 2022, to the Security Agreement, dated July 1, 2021, by and between the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm and the Trustees of each of (i) 2015 Shelly Glenn Lambertz Trust II, (ii) 2015 Harold Thomas Hamm Trust II, (iii) 2015 Hilary Honor Hamm Trust II, (iv) 2015 Jane Hamm Lerum Trust II and (v) 2015 Deana Ann Cunningham Trust II (each of (i) – (v), a “Trust II,” and collectively, the “Trusts II”), under which each Trust II pledged its shares of Common Stock as collateral for an existing note issued by the Revocable Inter Vivos Trust of Harold G. Hamm that was previously used to acquire membership interests in HHF. A copy of each First Amendment is attached hereto as Exhibit 3A-3E.

The information set forth in Item 4 of this Amendment No. 9 is incorporated by reference herein.

Other than as described elsewhere in this Amendment No. 9, the Reporting Persons do not have any understandings, arrangements, relationships or contracts relating to the Common Stock that are required to be described hereunder.

Item 7.

Material to Be Filed as Exhibits


Number		Description

1		Dividend and Dissolution Agreement, dated February 7, 2022, by and among the members of Harold Hamm Family LLC.

2		Shareholders’ Agreement, dated December February 7, 2022, by and among Harold G. Hamm and the Hamm Family Members.

3A		First Amendment, dated as of February 7, 2022, to the Security Agreement dated July 1, 2020, by and between the Trustees of the 2015 Shelly Glenn Lambertz Trust II and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm.

3B		First Amendment, dated as of February 7, 2022, to the Security Agreement dated July 1, 2020, by and between the Trustees of the 2015 Harold Thomas Hamm Trust II and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm.

3C		First Amendment, dated as of February 7, 2022, to the Security Agreement dated July 1, 2020, by and between the Trustees of the 2015 Hilary Honor Hamm Trust II and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm.

3D		First Amendment, dated as of February 7, 2022, to the Security Agreement dated July 1, 2020, by and between the Trustees of the 2015 Jane Hamm Lerum Trust II and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm.

3E		First Amendment, dated as of February 7, 2022, to the Security Agreement dated July 1, 2020, by and between the Trustees of the 2015 Deana Ann Cunningham Trust II and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 9 is true, complete and correct.

Date: February 9, 2022


HAROLD G. HAMM

By:		/s/ Richard E. Green, Attorney-in-Fact

HAROLD HAMM FAMILY LLC

By:		/s/ Shelly Glenn Lambertz, Attorney-in-Fact

EX-1 2 d305490dex1.htm EX-1 EX-1

Exhibit 1

HAROLD HAMM FAMILY LLC

DIVIDEND AND DISSOLUTION AGREEMENT

This Harold Hamm Family LLC Dividend and Dissolution Agreement (referred to as the “Dividend Agreement”) is entered into as of the 7th day of February, 2022 by all Members of the Harold Hamm Family LLC (referred to as the “Company”), and whose signatures appear on the signature pages to this Dividend Agreement. Unless the context indicates otherwise, all capitalized terms used herein shall have the same meaning given to them in the Company’s Operating Agreement.

RECITALS: Hamm Family Members own all of the Units in the Company, while the Company owns CLR Stock and Non-CLR Assets. The Members have decided that they would prefer to directly own and control their CLR Stock. The purpose of this Dividend Agreement is for the Members to memorialize their agreement to distribute the CLR Stock of the Company to the Members and then liquidate the Company and surrender their Units in exchange for their respective Percentage Interests in the Non-CLR Assets owned by the Company. Such distribution shall occur in the form of a dividend of an equal amount for each Unit of Membership Interest in the Company, as reflected on Exhibit A. Now, therefore, it is agreed as follows:

1. Distribution of CLR Stock. Pursuant to Section 4.2 of the Operating Agreement, distributions may only be made in such amounts and on such terms as determined by the Manager. Each Member, by signing this Dividend Agreement, does hereby consent to the distribution of all of the Company’s CLR Stock to its Members. Section 4.4 of the Operating Agreement requires that any distribution of CLR Stock be made in accordance with the Unit Percentages of the Members. However, shares of CLR Stock must be issued on a whole share basis; fractional shares are not permitted. Thus, the distribution of the CLR Stock will be issued to the Members on a whole share basis in accordance with the schedule set forth in Exhibit A.

2. Agreement to Liquidate the Company. Each Member, by signing this Agreement, does hereby consent, pursuant to Section 9.1 of the Operating Agreement, to the liquidation of the Company on the terms set forth in this Dividend Agreement.

3. Authority of Manager. Pursuant to Section 9.3 of the Operating Agreement, the Manager has full and complete authority to liquidate the Company’s assets and liabilities in whatever manner he deems appropriate.

4. Surrender and Extinguishment of Units by Members in Exchange for the Receipt of Non-CLR Company Assets. When a Member executes this Dividend Agreement, that Member shall contemporaneously execute the Assignment of Units, in the form as set forth on Exhibit B, pursuant to which that Member, as of February 7, 2022 (the “Effective Date”), will assign that Member’s Units to the Company. In exchange for these Assignments by Members of their Units, the Company shall, as soon as practicable after the Effective Date, deliver to each Member that Member’s share, based upon that Member’s Percentage Interest, of all Non-CLR Assets. Notwithstanding the foregoing, it is agreed that the Company may retain Non-CLR Assets to provide a reserve for future liabilities and expenses that the Company may incur in connection with its liquidation and dissolution. The Manager shall cause all remaining Non-CLR assets to be distributed to the Members at such time as the Manager has determined that all such liabilities and expenses of liquidation and dissolution have been paid or provided for.

5. Representations, Warranties, and Covenants of the Members. Each Member, by executing this Dividend Agreement, does hereby make the following representations, warranties, and covenants to the Company and to each other Member:

a. Each Member has the requisite power and authority to enter into this Dividend Agreement and to execute and carry out that Member’s Assignment of Units.

b. Each Member does hereby release and hold harmless the Company, the Manager, and each other Member (the “Indemnified Persons”) for any action taken by any Indemnified Person in connection with the business and affairs of the Company as well as the actions in liquidating and dissolving the Company.

6. Articles of Dissolution and Final Income Tax Returns. Following the liquidation of all assets of the Company, the Manager will cause the Company to file Articles of Dissolution with the Oklahoma Secretary of State. The Manager shall also cause the Company to file a final income tax return with any taxing authority having jurisdiction over the Company and to provide to each Member a Form K-1 in connection with that final income tax return.

7. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma.

8. Other Documents. Each of the parties agrees to execute such documents and instruments as are reasonably requested by the other party or parties so as to further effect or document the transactions contemplated in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

IN WITNESS WHEREOF, the Members and Manager have signed below.


MANAGER:						/s/ Harold Hamm
						Harold Hamm

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 JANE HAMM LERUM TRUST I

	By:	/s/ Jane Hamm Lerum
		Jane Hamm Lerum, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	JANE HAMM LERUM TRUST II

	By:	/s/ Jane Hamm lerum
		Jane Hamm Lerum, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 HILARY HONOR HAMM TRUST I

	By:	/s/ Hilary Honor Hamm
		Hilary Honor Hamm, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 HILARY HONOR HAMM TRUST II

	By:	/s/ Hilary Honor Hamm
		Hilary Honor Hamm, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 HAROLD THOMAS HAMM TRUST I

	By:	/s/ Harold Thomas Hamm
		Harold Thomas Hamm, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 HAROLD THOMAS HAMM TRUST II

	By:	/s/ Harold Thomas Hamm
		Harold Thomas Hamm, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 SHELLY GLENN LAMBERTZ TRUST I

	By:	/s/ Shelly Glenn Lambertz
		Shelly Glenn Lambertz, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 SHELLY GLENN LAMBERTZ TRUST II

	By:	/s/ Shelly Glenn Lambertz
		Shelly Glenn Lambertz, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	By:	/s/ Deana Ann Cunningham
		Deana Ann Cunningham

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 DEANA ANN CUNNINGHAM TRUST I

	By:	/s/ Deana Ann Cunningham
		Deana Ann Cunningham, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:	2015 DEANA ANN CUNNINGHAM TRUST II

	By:	/s/ Deana Ann Cunningham
		Deana Ann Cunningham, Trustee

	By:	/s/ Roger Clement
		Roger Clement, Trustee

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.


MEMBERS:						/s/ Jackson Alexander White
						Jackson Alexander White

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

IN WITNESS WHEREOF, the Members and Manager have signed below.

Signature page

Harold Hamm Family LLC

Dividend and Dissolution Agreement

Harold Hamm Family LLC

Dividend and Dissolution Agreement

Exhibit A


Shareholder	Total LLC Units		CLR Shares
Harold Hamm Trust		72,265,137.00000		72,265,137
Jane Hamm 2005 Irrevocable Trust		83,763.00000		83,763
Hilary Hamm 2005 Irrevocable Trust		83,763.00000		83,763
2015 Shelly Glenn Lambertz Trust I		5,380,560.77980		5,380,561
2015 Shelly Glenn Lambertz Trust II		36,695,904.55353		36,695,904
2015 Deana Ann Cunningham Trust I		5,380,560.77980		5,380,561
2015 Deana Ann Cunningham Trust II		36,695,904.55353		36,695,904
2015 Harold Thomas Hamm Trust I		5,380,560.77980		5,380,561
2015 Harold Thomas Hamm Trust II		36,695,904.55353		36,695,905
2015 Hilary Hamm Trust I		5,507,763.95591		5,507,764
2015 Hilary Hamm Trust II		36,590,936.04409		36,590,936
2015 Jane Hamm Lerum Trust I		5,507,763.95591		5,507,764
2015 Jane Hamm Lerum Trust II		36,590,936.04409		36,590,936
Shelly Glenn Lambertz Succession Trust		83,658.00		83,658
Harold Thomas Hamm Succession Trust		84,387.00		84,387
Deana Ann Cunningham Succession Trust		83,658.00		83,658
Deana Cunningham		1,600.00		1,600
Jackson Alexander White		1,888.00		1,888
Zachary Richard Lambertz		1,888.00		1,888

Total		283,116,538		283,116,538

EXHIBIT B

ASSIGNMENT

ASSIGNMENT OF INTEREST IN

HAROLD HAMM FAMILY LLC

The undersigned Assignor, being a Member in HAROLD HAMM FAMILY LLC (the “Company”), does hereby surrender and assign unto the Company all of the Member’s _________ Units in the Company.

This transfer is made effective February 7, 2022.

TRUST

_______________, Trustee

Exhibit B

Harold Hamm Family LLC

Dividend and Dissolution Agreement

EX-2 3 d305490dex2.htm EX-2 EX-2

Exhibit 2

HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT

THIS HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of February, 2022, between and among the Harold G. Hamm Family Members who are parties to this Agreement.

W I T N E S S E T H:

WHEREAS, the Shareholders desire to promote their mutual interests and to enhance the value of their Stock by imposing certain restrictions and obligations on the Company Stock owned by them;

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set forth in this Article I.

Agreement—This Agreement.

Acquisition or Acquire – Whether or not capitalized, when used in connection with the acquisition of Shares, shall include, without limitation, any acquisition by purchase, gift, or other form of conveyance, whether voluntarily or by operation of law.

Company –Continental Resources, Inc.

Company Stock – Shares of stock in the Company.

Hamm Family Member – Harold G. Hamm and any lineal descendant of Harold G. Hamm, including any trust having any lineal descendants of Harold G. Hamm as the sole permissible beneficiaries thereof, and further including any legal entity having any of the foregoing as the sole equity owners, and including the Harold Hamm Foundation.

Incapacity –A Person shall be deemed to have an Incapacity if that Person suffers from any physical or mental illness or condition which causes that Person to be substantially unable to make informed and competent decisions. Determinations of Incapacity shall be made by the Trustee of the Revocable Intervivos Trust of Harold G. Hamm based on the written opinion of two (2) medical doctors having personal knowledge of the affected Person’s condition and setting forth their opinion that the condition of Incapacity will more than likely last for more than 120 days.

Majority Vote – The affirmative vote of a majority of all Shares Subject to this Agreement.

Majority Vote of the Trustees – The majority vote in number of all of the Trustees of the following Trusts: Revocable Inter Vivos of Harold G. Hamm, Jane Hamm 2005 Irrevocable Trust, 2015 Jane Hamm Lerum Trust I, Jane Hamm Lerum Trust II, Hilary Hamm 2005 Irrevocable Trust, 2015 Hilary Honor Hamm Trust I, 2015 Hilary Honor Hamm Trust II, Harold Thomas Hamm Succession Trust, 2015 Harold Thomas Hamm Trust I, 2015 Harold Thomas Hamm Trust II, Shelly Glenn Lambertz Succession Trust, 2015 Shelly Glenn Lambertz Trust I, 2015 Shelly Glenn Lambertz Trust II, Deana Ann Cunningham Succession Trust, 2015 Deana Ann Cunningham Trust I, and the 2015 Deana Ann Cunningham Trust II. Any matter approved by a Majority Vote of the Trustees is deemed to have “Trustees’ Approval”.

Managing Shareholder – Each Shareholder who is appointed or elected, as the case may be, as a Managing Shareholder, pursuant to Article IV. Any reference herein to the Managing Shareholder shall refer to the Managing Shareholders collectively, if two Managing Shareholders are then serving.

Market Transaction – Means the purchase or sale of any Shares effected in a public market transaction.

Party – Any Hamm Family Member who is a party to this Agreement.

Person – Any individual person or any legal entity.

Shareholder – Any Hamm Family Member who owns Shares of Stock in the Company.

Shareholder Approval – Any matter approved by a Majority Vote.

Shares – Shares of Company Stock.

Shares Subject to this Agreement – All Shares held by the Parties to this Agreement.

Transfer – Or any tense of the word transfer, whether or not capitalized, when used as a verb in connection with the transfer of Shares, shall include, without limitation, any transfer by sale, gift, pledge, foreclosure, exchange, grant of a security interest, distribution, or conversion, or other form of conveyance, whether voluntarily or by operation of law, during lifetime or at death. In the event any Share is permissibly owned hereunder by a Person other than an individual, and then by operation of law, or through the exercise of any discretionary power, or otherwise, a Share is distributed by that Person to any owner or beneficiary thereof, or if any other Person becomes an owner or beneficiary of that Person, then there shall be deemed to have occurred a Transfer hereunder.

ARTICLE II.

SHARES SUBJECT TO THIS AGREEMENT

Each Party to this Agreement agrees that all terms and provisions of this Agreement shall apply to all Shares, if any, owned by that Party as of the Effective Date and including any Shares acquired by that Party thereafter.

ARTICLE III.

ACQUISITIONS OR TRANSFERS OF SHARES

3.1. General Restrictions on Acquisitions and Transfers. Except as otherwise permitted in this Agreement, no Party may acquire any Shares or make or suffer to be made any transfer of all or any part of that Party’s Shares to any Person. Any Acquisition or transfer other than as permitted in this Article III shall be a breach of this Agreement.

3.2. Permitted Transfers. The following transfers described in this Section 3.2 shall be permitted transfers. Any Person to whom a Share is transferred as permitted hereunder is referred to as a “Permitted Transferee.”

3.2.1 Shares may be transferred to a Hamm Family Member.

3.2.2 Prior to the death or Incapacity of Harold G. Hamm, shares may be transferred to a Person other than a Hamm Family Member, in a Market Transaction or otherwise, but only with prior Trustees’ Approval. Following the death or Incapacity of Harold G. Hamm, Shares may be transferred to a person other than a Hamm Family Member, in a Market Transaction or otherwise, but only with prior Shareholder Approval.

3.2.3 Shares may be transferred by Harold G. Hamm or by the Revocable Inter Vivos Trust of Harold G. Hamm.

3.2.4 Shares may be transferred to a revocable grantor trust having the transferring Shareholder as the grantor of that trust and having the power of revocation.

3.2.5 Tagalong Rights. Shares may be transferred pursuant to the tagalong provisions set forth in this Section 3.2.5. If any Shareholder or Shareholders (whether one or more, collectively referred to as the “Controlling Shareholders”) receive a bona fide offer (a “Purchase Offer”) to transfer, whether by sale or exchange or otherwise, that number of Shares comprising a majority of all Shares Subject to this Agreement, or if less, that number of Shares which comprises a majority of all issued and outstanding Shares of Company Stock, and who want to accept the Purchase Offer, may do so upon compliance with all of the following provisions. The Controlling Shareholders shall give notice (the “Offer Notice”) of the Purchase Offer to the Managing Shareholder and to all other Shareholders (the “Noncontrolling Shareholders”), which Offer Notice shall include a copy of the Purchase Offer and, to the extent not included in the Purchase Offer, shall describe (i) the number Shares proposed to be transferred (the “Offered Shares”); (ii) the transfer price, the form of consideration, and terms of payment; (iii) the identity of the “Purchase Offeror”; and (iv) all other material terms of the Purchase Offer. The Offer Notice shall be dated and given to all of the Noncontrolling Shareholders and to the Managing Shareholder at approximately the same time.

Each Noncontrolling Shareholder shall have the right to give notice (a “Tagalong Notice”) to the Managing Shareholder and to the Controlling Shareholders requesting that the Controlling Shareholders cause a number of that Noncontrolling Shareholder’s Shares to be transferred to the Purchase Offeror at the same price and on the same terms and conditions as contained in the Offer Notice. The Tagalong Notice must be given within fifteen (15) days following the date that the Offer Notice was last given by the Controlling Shareholders to any Noncontrolling Shareholder.

The Tagalong Notice must state that the Noncontrolling Shareholder is exercising the Noncontrolling Shareholder’s tagalong rights hereunder and shall set forth the number of the Noncontrolling Shareholder’s Shares which the Noncontrolling Shareholder requests the Controlling Shareholders to cause to be transferred (the “Tagalong Shares”). The number of Tagalong Shares which the Noncontrolling Shareholder may request the Controlling Shareholders to transfer to the Purchase Offeror pursuant to the Tagalong Notice shall not exceed a number equal to (i) the quotient of the number of Offered Shares divided by the number of all Shares held by the Noncontrolling Shareholders multiplied times; (ii) the number of Shares held by the Controlling Shareholder. The Controlling Shareholders shall not be obligated to transfer any of the Noncontrolling Shareholder’s Shares to the Purchase Offeror, but if the Controlling Shareholders do transfer any Shares, then the Controlling Shareholders must include the Tagalong Shares in the transfer.

The Controlling Shareholders and the Noncontrolling Shareholders shall execute all agreements or other instruments as and when reasonably requested by the Managing Shareholder in order to fully carry out and effect the transactions described in this Section 3.2.5. The Managing Shareholder shall have the power to adopt rules and procedures for this process, and may vary or amend any of the rights set forth herein in any reasonable manner, so long as Managing Shareholder give adequate notice to all Shareholders.

3.2.6 If the Controlling Shareholders propose to transfer any or all of the Offered Shares and give the Offer Notice as required in Section 3.2.5, then the Controlling Shareholders shall have the right to require each Noncontrolling Shareholder to transfer a number of that Noncontrolling Shareholder’s Shares (the “Dragalong Shares”) to the Purchase Offeror at the same price and on the same terms and conditions of payment as contained in the Offer Notice by giving notice thereof (a “Dragalong Notice”) to the Managing Shareholder and to all of the Noncontrolling Shareholders.

The number of Dragalong Shares which the Controlling Shareholders may require each of the Controlling Shareholders to transfer to the Purchase Offeror pursuant to the Dragalong Notice shall not exceed a number equal to (i) the quotient of the number of Offered Shares divided by the number of all Shares held by the Controlling Shareholders, multiplied times (ii) the number of Shares held by the Noncontrolling Shareholder. A Noncontrolling Shareholder shall only be obligated to transfer the Noncontrolling Shareholder’s Dragalong Shares in conjunction with the actual transfer by the Controlling Shareholders of the Offered Shares.

The Controlling Shareholders and the Noncontrolling Shareholders shall execute all agreements or other instruments as and when reasonably requested by the Managing Shareholder in order to fully carry out and effect the transactions described in this Section 3.2.6. The Managing Shareholder shall have the power to adopt rules and procedures for this process, and may vary or amend any of the rights set forth herein in any reasonable manner, so long as Managing Shareholder give adequate notice to all Shareholders.

The provisions of this Section 3.2.6 shall not apply to unvested Shares issued pursuant to the Benefit Plan that are not transferable.

3.3. Permitted Acquisitions. The following acquisitions described in this Section 3.3 shall be permitted acquisitions.

3.3.1 Prior to the death or Incapacity of Harold G. Hamm, shares may be acquired in a Market Transaction, but only with prior Trustees’ Approval. Following the death or Incapacity of Harold G. Hamm, Shares may be acquired in a Market Transaction, but only with prior Shareholder Approval.

3.3.2 Shares may be acquired, other than in a Market Transaction, without prior Trustees’ Approval or Shareholder Approval.

3.3.3 Shares may be acquired from the Company pursuant to any Company stock benefit, bonus, or award plan (each such plan, a “Benefit Plan”).

3.3.4 Shares may be acquired at any time by Harold G. Hamm or the Revocable Inter Vivos Trust of Harold G. Hamm.

ARTICLE IV.

MANAGING SHAREHOLDER

4.1. Managing Shareholder. There shall always be at least one and not more than two Managing Shareholders. The initial Managing Shareholder shall be Harold G. Hamm. If Harold G. Hamm fails to serve for any reason, including death, resignation, or Incapacity, then the Managing Shareholders shall be Shelly Lambertz and Hilary Hamm. If either of them fails to serve for any reason, then the other shall serve, and if both of them shall fail to serve for any reason, then the Trustees by a Majority Vote shall appoint one or two Managing Shareholders to fill the vacancy. A Managing Shareholder must always be a Hamm Family Member.

4.2. Removal and Replacement of a Managing Shareholder. The Trustee shall have the power, by Majority Vote, to remove any Managing Shareholder and appoint a successor Managing Shareholder; provided however, that neither Harold G. Hamm nor Shelly Lambertz nor Hilary Hamm shall be removed as a Managing Shareholder unless he or she suffers from an Incapacity.

4.3. Decisions by Managing Shareholder. If more than one Person is serving as a Managing Shareholder, then the Managing Shareholders may delegate their powers and duties between themselves in any manner they deem appropriate. As to any matter or decision as to which the Managing Shareholders have not delegated their powers and duties, then such decisions shall require the affirmative vote of both Managing Shareholders.

ARTICLE V.

MEETINGS OF SHAREHOLDERS

5.1. Meetings of Shareholders. This Section 5.1 sets forth rules and procedures for meetings of the Shareholders. However, the Shareholders may at any time modify these rules and procedures or establish new rules and procedures for meetings by a Majority Vote as they deem appropriate.

(a) Regular Meetings. The Managing Shareholder shall establish times, places, and dates for regular meetings of the Shareholders. Each Shareholder shall be given notice by the Managing Shareholder of the time, place, and date of any regularly scheduled meeting. No other notice shall be required for any regularly scheduled meeting.

(b) Special Meetings. A special meeting of the Shareholders may be called by the Managing Shareholder at any time. A special meeting shall be called by the Managing Shareholder upon the request of Shareholders owning 25% or more of the Shares Subject to this Agreement. All Shareholders shall receive not less than five (5) business days’ notice of the time, place, and date of a special meeting unless all Shareholders waive notice of a special meeting by giving a notice of waiver to the Managing Shareholder. Any Shareholder who does not receive notice of a special meeting but attends the special meeting shall be deemed to have waived the requirement for notice. The notice of a special meeting may, but is not required to, describe the purposes for the special meeting. All special meetings shall be held at such time, place, and date as designated by the Managing Shareholder.

(c) Attendance at Meetings. Shareholders may participate in a meeting of the Shareholders in person or by means of telephone conference or other suitable communications equipment by which all Shareholders participating in the meeting can hear each other. Such participation shall constitute presence in person at such meeting.

(d) Voting. Except as otherwise specifically provided herein, all decisions and actions by the Shareholders shall be made by a Majority Vote of all Shareholders, regardless of the number of Shareholders that may be in attendance at a meeting at which the vote is held. In the event of a tie vote, then the vote of the Managing Shareholder shall break the tie. Voting by proxy shall not be permitted.

5.2. Action Without a Meeting. Any action or decision of the Shareholders may be taken or made by written consent without a meeting, but only if such consent is in writing, sets forth the decision made or action taken, and is signed by those Shareholders whose affirmative votes would be necessary if the action were taken at a meeting of the Shareholders. If any action is taken by written consent, then a copy of that written consent shall be provided to any Shareholder who did not sign the written consent.

ARTICLE VI.

VOTING

This Article VI shall become effective immediately following the death or Incapacity of Harold G. Hamm.

6.1. Statement of Purpose. The Hamm Family Members collectively own a majority of all issued and outstanding Shares of Company Stock. The Hamm Family Members believe that it is in their mutual best interests to vote all of their Shares in a unified block as agreed upon by the Shareholders. Therefore, the Shareholders agree to all matters described in this Article VI.

6.2. Voting Resolutions Adopted by the Shareholders. From time to time, the Shareholders may approve a resolution (referred to as a “Voting Resolution”) setting forth how the Shareholders must vote their Shares as to any issue or matter. Whenever the Shareholders approve a Voting Resolution, the Managing Shareholder shall give notice to each of the Shareholders informing them that a Voting Resolution has been approved by the Shareholders and also setting forth the text of that Voting Resolution.

6.3. Agreement By Shareholders to Exercise Their Voting Rights in Accordance With Voting Resolutions. Each Shareholder hereby agrees that he, she, or it, after having received notice of any Voting Resolution, shall vote his, her, or its Shares as directed in the Voting Resolution. The failure by a Shareholder to vote his, her or its Shares in the manner set forth in the Voting Resolution shall be a breach of this Agreement. The Managing Shareholder may require evidence in form and substance suitable to the Managing Shareholder as to of how any Shareholder is voting or has voted his, her, or its Shares.

ARTICLE VII.

GENERAL

7.1. Termination or Amendment. This Agreement shall continue in effect until terminated. This Agreement may be terminated or amended with Shareholder Approval.

7.2. Notices. This section sets forth the exclusive manner in which notice may be given. All notices permitted or required under this Agreement must be given in writing. The Person to whom notice is given hereunder is sometimes referred to as the “Notice Person.” Notice may be given to the Notice Person by personal delivery, or by registered or certified mail, or by facsimile, or by overnight courier. Notice given by registered or certified mail or by overnight courier shall be addressed to the Notice Person’s notice address as set forth on the books and records as maintained by the Managing Shareholder. A Notice Person may at any time, by notice to the Managing Shareholder, change that Notice Person’s notice address. Notice given by personal delivery shall be deemed given on the first business day following the date of actual delivery. Notice given by registered or certified mail shall be deemed given on the third business day following the date of postmark. Notice given by facsimile or by overnight courier shall be deemed given on the first business day following actual receipt by the notice person. Any notice required to be given to any person who is deceased or disabled shall be deemed given if given to that Person’s personal representative, legal representative, executor, or other lawful successor in interest

7.3. Entire Agreement. This Agreement constitutes the entire Agreement among the parties and supersedes all prior agreements and understandings among the parties relating to the subject matter hereof.

7.4. Binding Effect. This Agreement shall inure to the benefit and be binding upon the Shareholders, their respective heirs, successors, assigns, legal representatives.

7.5. Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

7.6. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma.

7.7. Section Headings. Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.8. Number and Gender. Whenever herein a word is used in the singular, the same shall include the plural, where appropriate, and words of one gender shall include the other gender, where appropriate.

7.9. Attorneys’ Fees. In any action brought by any party hereto to enforce the obligations of any other party hereto, including any arbitration proceedings, the prevailing party shall be entitled to collect such party’s reasonable attorneys’ fees, court costs and expenses in such action.

7.10. No Third-Party Beneficiary. The parties do not intend for this Agreement to confer any benefit on any person who is not an express party to this Agreement.

7.11. Arbitration. Any controversy arising under, out of, in connection with, or relating to, this Agreement, and any amendment hereof, or the breach hereof, shall be determined and settled by arbitration in Oklahoma City, Oklahoma by a person or persons mutually agreed upon, or in the event of a disagreement as to the selection of the arbitrator or arbitrators, in accordance with the rules then in effect of the American Arbitration Association. Any award rendered therein shall specify the findings of fact of the arbitrators and the reasons for such award, with reference to and reliance on relevant law. Any such award shall be final and binding on each and all of the parties thereto and their personal representatives, and judgment may be entered thereon in any court having jurisdiction thereof.

7.12. Breach of this Agreement. If any Shareholder breaches this Agreement, then the Shareholders, by a Majority Vote, shall determine the appropriate remedy to take with respect to the defaulting Shareholder.

7.13. Party Need Not Be a Shareholder. All Parties to this Agreement must be Hamm Family Members. However, a Hamm Family Member may be a Party to this Agreement even if that Hamm Family Member is not a Shareholder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


MANAGING SHAREHOLDER:						/s/ Harold G. Hamm
						Harold G. Hamm


REVOCABLE INTERVIVOS TRUST OF HAROLD G. HAMM

By:		/s/ Harold G. Hamm
		Harold G. Hamm, Trustee


By:		/s/ Harold G. Hamm
		Harold G. Hamm, individually


JANE HAMM 2005 IRREVOCABLE TRUST

By:		/s/ Roger Clement
		Roger Clement, Trustee


2015 JANE HAMM LERUM TRUST I

By:		/s/ Jane Hamm Lerum
		Jane Hamm Lerum, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


JANE HAMM LERUM TRUST II

By:		/s/ Jane Hamm Lerum
		Jane Hamm Lerum, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


By:		/s/ Jane Hamm Lerum
		Jane Hamm Lerum, individually


HILARY HAMM 2005 IRREVOCABLE TRUST

By:		/s/ Roger Clement
		Roger Clement, Trustee


2015 HILARY HONOR HAMM TRUST I

By:		/s/ Hilary Honor Hamm
		Hilary Honor Hamm, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


2015 HILARY HONOR HAMM TRUST II

By:		/s/ Hilary Honor Hamm
		Hilary Honor Hamm, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


By:		/s/ Hilary Honor Hamm
		Hillary Honor Hamm, individually


HAROLD THOMAS HAMM SUCCESSION TRUST

By:		/s/ Harold Thomas Hamm
		Harold Thomas Hamm, Trustee


2015 HAROLD THOMAS HAMM TRUST I

By:		/s/ Harold Thomas Hamm
		Harold Thomas Hamm, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


2015 HAROLD THOMAS HAMM TRUST II

By:		/s/ Harold Thomas Hamm
		Harold Thomas Hamm, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


By:		/s/ Harold Thomas Hamm
		Harold Thomas Hamm, individually


SHELLY GLENN LAMBERTZ SUCCESSION TRUST

By:		/s/ Shelly Glenn Lambertz
		Shelly Glenn Lambertz, Trustee


2015 SHELLY GLENN LAMBERTZ TRUST I

By:		/s/ Shelly Glenn Lambertz
		Shelly Glenn Lambertz, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


2015 SHELLY GLENN LAMBERTZ TRUST II

By:		/s/ Shelly Glenn Lambertz
		Shelly Glenn Lambertz, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


By:		/s/ Shelly Glenn Lambertz
		Shelly Lambertz, individually


DEANA ANN CUNNINGHAM SUCCESSION TRUST

By:		/s/ Deana Ann Cunningham
		Deana Ann Cunningham, Trustee


By:		/s/ Deana Ann Cunningham
		Deana Ann Cunningham, individually


2015 DEANA ANN CUNNINGHAM TRUST I

By:		/s/ Deana Ann Cunningham
		Deana Ann Cunningham, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee


2015 DEANA ANN CUNNINGHAM TRUST II

By:		/s/ Deana Ann Cunningham
		Deana Ann Cunningham, Trustee

By:		/s/ Roger Clement
		Roger Clement, Trustee

/s/ Jackson Alexander White

Jackson Alexander White

/s/ Shelly Lambertz

Zachary Richard Lambertz by

Shelly Lambertz, Custodian

EX-3.A 4 d305490dex3a.htm EX-3.A EX-3.A

Exhibit 3A

FIRST AMENDMENT

SECURITY AGREEMENT

THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Shelly Glenn Lambertz Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is February 7, 2022. All capitalized terms herein shall have the same meaning as given them in the Security Agreement unless the context indicates otherwise.

R E C I T A L S:

Borrower is indebted to Lender as evidenced by that certain Note to the Lender dated July 1, 2020 in the principal amount of $761,355,927.68 (the “Note”). That Note is secured by the Security Agreement. Borrower and Lender are parties to a certain Dividend and Dissolution Agreement, dated February 7, 2022, pursuant to which (a) the Harold Hamm Family LLC will distribute all of the shares of Continental Resources, Inc. stock owned by the Company (the “CLR Shares”) in the form of a dividend applying equally to all Units of Membership Interest in the Company, and (b) the Borrower will assign and surrender to the Company all of the Borrower’s Units of Membership Interest in the Company in exchange for the Borrower’s share of the remaining assets owned by the Company (subject to the Company’s retention of any such assets to provide a reserve for future liabilities and expenses that the Company may incur in connection with its liquidation and dissolution). Borrower and Lender have also entered into that certain Agreement to Substitute Collateral. Pursuant to that Agreement to Substitute Collateral, Borrower agreed to execute an amendment to the Security Agreement pursuant to which the CLR Shares transferred to and owned by Borrower will be substituted as the Collateral under this Security Agreement in replacement of the Units. This First Amendment is attached as an Exhibit to that Agreement to Substitute Collateral.

NOW, THEREFORE, for good and valuable consideration, the Borrower agree that the Security Agreement shall be amended as follows:

Section I shall be deleted in its entirety and shall be replaced with the following Section I.

SECTION I. Grant of Security Interest. As collateral security for the due and punctual full payment and performance of the Note, the Borrower hereby grants a security interest in all of the following assets, whether now owned or hereafter acquired (the “Collateral”): All of Borrower’s 36,695,905 CLR Shares, including but not limited to Borrower’s rights to and interest in the dividends, distributions and proceeds thereof.

Section IV. Shall be deleted in its entirety and shall be replaced with the following Section IV.

SECTION IV. Perfection of Security Interest. Borrower will execute and deliver into the possession of Lender, effective immediately, a Securities Account

Control Agreement, in form and substance satisfactory to Lender, with respect to all securities accounts which hold any CLR Shares owned by Borrower.

[signature page follows]

IN WITNESS WHEREOF, this Security Agreement has been duly executed effective as of February 7, 2022.


BORROWER:		2015 SHELLY GLENN LAMBERTZ TRUST II

		/s/ Shelly Glenn Lambertz
		Shelly Glenn Lambertz, Co-Trustee

		/s/ Roger Clement
		Roger Clement, Co-Trustee

LENDER:		REVOCABLE INTER VIVOS TRUST OF HAROLD G. HAMM

		/s/ Harold G. Hamm
		Harold G. Hamm, Trustee

EX-3.B 5 d305490dex3b.htm EX-3.B EX-3.B

Exhibit 3B

FIRST AMENDMENT

SECURITY AGREEMENT

THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Harold Thomas Hamm Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is February 7, 2022. All capitalized terms herein shall have the same meaning as given them in the Security Agreement unless the context indicates otherwise.

R E C I T A L S:

NOW, THEREFORE, for good and valuable consideration, the Borrower agree that the Security Agreement shall be amended as follows:

Section I shall be deleted in its entirety and shall be replaced with the following Section I.

Section IV. Shall be deleted in its entirety and shall be replaced with the following Section IV.

SECTION IV. Perfection of Security Interest. Borrower will execute and deliver into the possession of Lender, effective immediately, a Securities Account Control Agreement, in form and substance satisfactory to Lender, with respect to all securities accounts which hold any CLR Shares owned by Borrower.

[signature page follows]

IN WITNESS WHEREOF, this Security Agreement has been duly executed effective as of February 7, 2022.


BORROWER:		2015 HAROLD THOMAS HAMM TRUST II

		/s/ Harold Thomas Hamm
		Harold Thomas Hamm, Co-Trustee

		/s/ Roger Clement
		Roger Clement, Co-Trustee

LENDER:		REVOCABLE INTER VIVOS TRUST OF HAROLD G. HAMM

		/s/ Harold G. Hamm
		Harold G. Hamm, Trustee

EX-3.C 6 d305490dex3c.htm EX-3.C EX-3.C

Exhibit 3C

FIRST AMENDMENT

SECURITY AGREEMENT

THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Hilary Honor Hamm Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is February 7, 2022. All capitalized terms herein shall have the same meaning as given them in the Security Agreement unless the context indicates otherwise.

R E C I T A L S:

NOW, THEREFORE, for good and valuable consideration, the Borrower agree that the Security Agreement shall be amended as follows:

Section I shall be deleted in its entirety and shall be replaced with the following Section I.

SECTION I. Grant of Security Interest. As collateral security for the due and punctual full payment and performance of the Note, the Borrower hereby grants a security interest in all of the following assets, whether now owned or hereafter acquired (the “Collateral”): All of Borrower’s 36,590,936 CLR Shares, including but not limited to Borrower’s rights to and interest in the dividends, distributions and proceeds thereof.

Section IV. Shall be deleted in its entirety and shall be replaced with the following Section IV.

[signature page follows]

IN WITNESS WHEREOF, this Security Agreement has been duly executed effective as of February 7, 2022.


BORROWER:		2015 HILARY HONOR HAMM TRUST II

		/s/ Hilary Honor Hamm
		Hilary Honor Hamm, Co-Trustee

		/s/ Roger Clement
		Roger Clement, Co-Trustee

LENDER:		REVOCABLE INTER VIVOS TRUST OF HAROLD G. HAMM

		/s/ Harold G. Hamm
		Harold G. Hamm, Trustee

EX-3.D 7 d305490dex3d.htm EX-3.D EX-3.D

Exhibit 3D

FIRST AMENDMENT

SECURITY AGREEMENT

THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Jane Hamm Lerum Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is February 7, 2022. All capitalized terms herein shall have the same meaning as given them in the Security Agreement unless the context indicates otherwise.

R E C I T A L S:

NOW, THEREFORE, for good and valuable consideration, the Borrower agree that the Security Agreement shall be amended as follows:

Section I shall be deleted in its entirety and shall be replaced with the following Section I.

SECTION I. Grant of Security Interest. As collateral security for the due and punctual full payment and performance of the Note, the Borrower hereby grants a security interest in all of the following assets, whether now owned or hereafter acquired (the “Collateral”): All of Borrower’s 36,590,936 CLR Shares, including but not limited to Borrower’s rights to and interest in the dividends, distributions and proceeds thereof.

Section IV. Shall be deleted in its entirety and shall be replaced with the following Section IV.

[signature page follows]

IN WITNESS WHEREOF, this Security Agreement has been duly executed effective as of February 7, 2022.


BORROWER:		2015 JANE HAMM LERUM TRUST II

		/s/ Jane Hamm Lerum
		Jane Hamm Lerum, Co-Trustee

		/s/ Roger Clement
		Roger Clement, Co-Trustee

LENDER:		REVOCABLE INTER VIVOS TRUST OF HAROLD G. HAMM

		/s/ Harold G. Hamm
		Harold G. Hamm, Trustee

EX-3.E 8 d305490dex3e.htm EX-3.E EX-3.E

Exhibit 3E

FIRST AMENDMENT

SECURITY AGREEMENT

THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Deana Ann Cunningham Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is February 7, 2022. All capitalized terms herein shall have the same meaning as given them in the Security Agreement unless the context indicates otherwise.

R E C I T A L S:

NOW, THEREFORE, for good and valuable consideration, the Borrower agree that the Security Agreement shall be amended as follows:

Section I shall be deleted in its entirety and shall be replaced with the following Section I.

Section IV. Shall be deleted in its entirety and shall be replaced with the following Section IV.

[signature page follows]

IN WITNESS WHEREOF, this Security Agreement has been duly executed effective as of February 7, 2022.


BORROWER:		2015 DEANA ANN CUNNINGHAM TRUST II

		/s/ Deana Ann Cunningham
		Deana Ann Cunningham, Co-Trustee

		/s/ Roger Clement
		Roger Clement, Co-Trustee

LENDER:		REVOCABLE INTER VIVOS TRUST OF HAROLD G. HAMM

		/s/ Harold G. Hamm
		Harold G. Hamm, Trustee