1 Joel D.Odou Nevada BarNo.7468 2 [email protected] AnaliseN.M. Tilton 3 Nevada BarNo.13185 [email protected] 4 Wood,Smith,Henning&Berman LLP 2881Business ParkCourt,Suite200 5 Las Vegas, NV89128-9020 Telephone: 7022514100 6 Facsimile: 7022515405 7 TheodoreParker, III Nevada BarNo.4716 8 [email protected] Parker,Nelson &Associates, Chtd. 9 2460Professional Court,Suite200 Las Vegas, NV89128 10 Telephone: 702-868-8000 Facsimile: 702-868-8001 11 Attorneys forDefendants, Knight Transportation, 12 Inc.,Knight Refrigerated, LLC,Knight-Swift TransportationHoldings, Inc.andCarol Walker 13 14 UNITEDSTATES DISTRICT COURT 15 DISTRICT OFNEVADA,NORTHERNDIVISION 16 DONRATHBURNand TERESA CaseNo.3:18-cv-00133-LRH-WGC RATHBURN,Husband andWife, 17 STIPULATIONAND ORDER Plaintiffs, REGARDINGUSE OFSMALL MINE 18 DEVELOPMENT,LLC’S DOCUMENTS v. AT TRIAL 19 KNIGHTTRANSPORTATION, INC.; TheHon. LarryR.Hicks 20 KNIGHTREFRIGERATED, LLC; KNIGHT- SWIFTTRANSPORTATIONHOLDINGS, 21 INC.; CAROLWALKER;JOHNDOES I throughX,inclusive; ABC CORPORATIONS 22 Ithrough X,inclusive; andBLACKAND WITECOMPANIES Ithrough X,inclusive, 23 Defendants. 24 25 IT IS HEREBY STIPULATED, AGREED AND UNDERSTOOD BY Plaintiffs DON 26 RATHBURN and TERESA RATHBURN (“Plaintiffs”) and Defendants KNIGHT 27 TRANSPORTATION, INC., KNIGHT REFRIGERATED, LLC, KNIGHT-SWIFT 1 1. OnSeptember14,2018,theCourtenteredaStipulatedConfidentialityAgreementand 2 ProtectiveOrder(ECFNo.45)(the“ProtectiveOrder”),whichwassignedbycounselforPlaintiffs 3 andDefendants. TheProtectiveOrderrecognizedthatinCaseNo.3:18-cv-00133-LRH-WGC(the 4 “Action”), discovery “may involve documents, photographs, video, or other information of a 5 proprietaryandnon-publicnature... thatthepartiesconsiderconfidentialorhighlyconfidential.” 6 Therefore,pursuanttoFRCP26(c),thepartiesandtheCourtacknowledgedthatgoodcauseexisted 7 for the issuance of a protective order governing the handling of certain documents, photographs, 8 video,orotherinformationintheAction. 9 2. TheProtectiveOrderprovidedthatPlaintiffs,Defendants,orotherproducingparties 10 could designate documents produced in the Action as “Confidential Information” or “Highly 11 Confidential Information” so that designated documents would not become public and would be 12 subject totheProtective Order. 13 3. TheProtectiveOrderdefinedthesetwotypes ofdocuments as follows: 14 a. “CONFIDENTIALINFORMATION”shallmeandocuments,photographs,video, 15 orotherinformationdesignatedas“CONFIDENTIAL”byaProducingParty,who 16 in good faith believes the documents, photographs, video, or other information 17 constitutesorincludeproprietaryornon-publicinformationthat(i)isusedbythe 18 partyin, or pertaining to, its business; (ii) is not generallyknown bythe general 19 public;and(iii)thepartynormallywouldnotrevealtothirdpartiesor,ifdisclosed, 20 wouldrequiresuchthirdparties tomaintaininconfidence. 21 b. “HIGHLY CONFIDENTIAL INFORMATION” shall mean documents, 22 photographs, video, or other information designated thereon as “HIGHLY 23 CONFIDENTIAL” by a Producing Party, who in good faith believes the 24 documents,photographs,video,orotherinformationareparticularlyorespecially 25 sensitive and confidential that the Producing Party has and other discovery 26 materials which the Producing Party considers so sensitive or confidential that 27 addedprotections arewarranted. 1 4. DuringtheAction,counselforDefendantssubpoenaeddocumentsfromSmallMine 2 Development, LLC (“SMD”)pursuant to FRCP 45. 3 5. In conformity with and in reliance on the Protective Order, SMD produced the 4 followingdocumentstoDefendants:SMD_RATHBURN0001–SMD_RATHBURN0849(“SMD’s 5 Production”). SMD’s Production was comprised of confidential and internal financial documents 6 relatingtoSMD’spastandcurrentrevenuesandoperationsaswellasanticipatedfuturerevenuesand 7 operations. SMD’sProductionalsoincludedconfidentialandinternalfinancialvaluationsofSMD 8 overthecourseofseveral years. SMD’sProductionrelatestotheclaimsanddefensesofPlaintiffs 9 andDefendants inthis Action. 10 6. Accordingly, pursuant to the Protective Order, SMD marked SMD’s Production as 11 “HighlyConfidentialInformation”sothatthedocumentswouldnotbepubliclyavailableandwould 12 onlybeavailabletothoseinvolvedinthisActionbecausethepublicdisclosureofSMD’sproduction 13 will causeharm toSMD –athirdpartytothis Action–ifpubliclydisclosed. 14 7. During discovery in the Action, neither Plaintiffs or Defendants ever argued that 15 SMD’sdesignationoftheSMDProductionas“HighlyConfidentialInformation”wasnotwarranted. 16 Also, SMD’s officers and owners were deposed by Defendants and Plaintiffs, and during their 17 respectivedepositions,variousportionsoftheirtestimonywerealsomarkedas“HighlyConfidential 18 Information”inaccordancewiththeProtectiveOrder. 19 8. Thetrial inthis Actionis currentlyscheduledtobegin onAugust 13,2019. 20 9. TheProtectiveOrderstates that it “shall applytopretrial proceedings anddiscovery 21 only. TheCourtwillestablishseparatelyanynecessaryproceduresforhandlingCONFIDENTIAL 22 INFORMATIONorHIGHLYCONFIDENTIALINFORMATIONduringthetrialofthismatter.” 23 ProtectiveOrderat ¶26(ECFNo.45). 24 10. Because it is anticipated that the trial of this Action will include trial exhibits that 25 include documents from SMD’s Production, counsel for SMD met and conferred with counsel for 26 PlaintiffsandDefendantstodiscusshowSMD’sconfidentialandinternalfinancialdocumentscould 27 beprotectedfrom public disclosureat thetrial ofthis Action.Thosemeet andconfer efforts ledto 1 11. Accordingly,thisStipulationisbeingsubmittedtotheCourtpursuanttotheProtective 2 Order, LR IA10-5,andapplicablecaselaw,includingHagestadv.Tragesser,49F.3d1430,1434 3 (9th Cir. 1995), Foltz v. State Farm Mut. Auto. Ins. Co.,

(9th Cir. 2005), and 4 Kamakana,CityandCountyof Honolulu,447F.3d1172,1179(9th Cir. 2006). 5 12. InaccordancewiththeProtectiveOrder,LR IA10-5,andtheabove-statedcaselaw, 6 counsel for SMD reviewed SMD’s Production of 849 pages of material to determine those 7 documents and pages that are “Highly Confidential Information” and should not be publicly 8 disclosedat thetrial ofthis Action. 9 13. AsfurtherdetailedintheDeclarationofKeithJones,attachedasExhibit1hereto,the 10 publicdisclosureofSMD’sconfidentialandinternalfinancialdocumentsrelatingtoSMD’spastand 11 currentrevenuesandoperationsaswellasanticipatedfuturerevenuesandoperationswillcauseharm 12 toSMD–athirdpartytothisAction–ifpubliclydisclosedbecauseofthehighlycompetitivenature 13 of the mining industry and because of the bidding process that SMD is involved in to get new 14 projects.See,e.g.,Clarkv.MetropolitanLifeInsuranceCompany,2010WL1006823(JudgeHicks, 15 March16,2010)(“apartymust‘articulatecompellingreasonssupportedbyspecificfactualfindings 16 that outweigh the general history of access and the public policies favoring disclosure.’”) (citing 17 Kamakana,447F.3dat 1179)). 18 14. As further detailed in the Declaration of Matthew B. Hippler, attached as Exhibit 2 19 hereto and after having reviewed SMD’s Production of 849 pages of material, counsel for SMD 20 identified those documents that should remain designated as “Highly Confidential Information” 21 pursuanttotheProtectiveOrderandshouldnotbepubliclydisclosedatthetrialofthisActionforthe 22 compellingreasonsstatedinthisStipulationandtheattacheddeclarations. Thosedocumentsfrom 23 the SMD Production that should not be publiclydisclosed are listed in Exhibit 3 attached hereto, 24 whicharehereafterreferredtoas the“SealedDocuments”. 25 15. Counsel for Plaintiffs and Defendants have reviewed and agree with Mr. Hippler’s 26 designations oftheSealedDocuments inExhibit3. 27 16. Accordingly,consistentwiththeProtectiveOrder,LRIA10-5,theabove-statedcase 1 a. The Sealed Documents contain: (i) confidential and internal financial 2 documentsrelatingtoSMD’spastandcurrentrevenuesandoperations;(ii)confidentialand 3 internalfinancialdocumentsrelatingtoSMD’santicipatedfuturerevenuesandoperations;and 4 (iii)confidentialandinternalfinancialvaluationsofSMDoverthecourseofseveralyears;and 5 b. Due to the nature of the Sealed Documents and as described bythe attached 6 declarations,thereare compellingreasonsforsealingtheSealedDocumentsasbeing“Highly 7 Confidential Information”; and 8 c. Due to the nature of the Sealed Documents, those documents should not be 9 publiclydisclosedat thetrial ofthis Actionandshouldbesealedfrom publicdisclosure. 10 17. Basedontheforegoing,andsubjecttotheCourt’sapproval,PlaintiffsandDefendants 11 stipulatetothefollowingprocedurestoavoidtheSealedDocumentsfrombeingpubliclydisclosedat 12 thetrial ofthis Action: 13 a. In the event that Plaintiffs or Defendants mark as a trial exhibit and seek the 14 admissionintoevidenceofanyoftheSealedDocumentslistedinExhibit3atthetrialofthis 15 Action,thepartythat is markingthetrial exhibit and/orseekingits admissionintoevidence 16 shallprovidetheCourt,theCourt’spersonnel,theparties,theparties’parties,andanywitness, 17 a copy of the Sealed Document that is being marked as a trial exhibit, and the party that is 18 marking the trial exhibit and/or seeking its admission into evidence shall ensure that the 19 SealedDocumentexhibithasretainedits“HighlyConfidential Information”designationon 20 eachpageofthe exhibit; 21 b. DuringthetrialofthisAction,theSealedDocumentexhibitthatismarkedasa 22 trial exhibit shall, at all times, be available for review and use by the parties, the parties’ 23 counsel,theCourt,witnesses,expertwitnesses,theCourt’spersonnel,thecourtreporter,and 24 thejurors; and 25 c. In the event that any of the Sealed Documents that were marked as a trial 26 exhibit need to be filed or otherwise made a part of the publicly available record of this 27 Action,theparties,theCourt,andtheCourt’spersonnelshallfiletheSealedDocumentexhibit 1 18. With respect to testimony about the Sealed Documents, counsel for Plaintiffs, 2 Defendants, and SMD recognize that during the trial, it would be unwieldly and difficult to seal a 3 witness’s testimony that includes reference to information within the Sealed Documents. 4 Accordingly,theparties andSMDarenotrequestingaspartofthisStipulationthattheCourtclear 5 thepublicfromthecourtroomduringawitness’stestimonyregardinginformationwithintheSealed 6 Documents. 7 19. However,ifthetrialofthisActionresultsinaJudgment,andintheeventofanappeal 8 ofthatJudgment,PlaintiffsandDefendantsshallactinconformitywiththeProtectiveOrderandthis 9 Stipulation to seal and protect from public disclosure the Sealed Documents during the appellate 10 process,andtheyshallalsoacttosealandprotectfrompublicdisclosurethoseportionsofthetrial 11 transcripts that reference informationwithintheSealedDocuments. 12 20. PlaintiffsandDefendantsherebyagreetobesubjecttothejurisdictionofthisCourtfor 13 thepurposeof anyproceedings relatingtotheProtectiveOrderorthis Stipulation. 14 21. Pursuant to the Protective Order, anymaterial designated as “CONFIDENTIAL” or 15 “HIGHLYCONFIDENTIAL”,iffiledwiththisCourt,shallcontinuetobefiledwiththeCourtunder 16 seal. 17 22. This Stipulation may be modified only by stipulation of the parties – and in 18 consultationwithcounsel forSMD–orbyotherOrderoftheCourt. 19 23. Nothing in this Stipulation amends the Protective Order previously entered by the 20 Court. 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 1 24. Counsel for Plaintiffs, Defendants, and SMD shall make themselves available to confer 2 || with the Court should any part of this Stipulation not meet with the Court’s approval or satisfy its 3 || procedures. 4 IT IS SO STIPULATED. 5 || DATED this 6"" day of August, 2019. DATED this 6" day of August, 2019. 6 || WOOD, SMITH, HENNING & BERMAN LLP) BRADLEY DRENDEL & JEANNEY Ltd y: /s/ Joel D. Odou By: /s/ Joseph S. Bradley 8 Joel D. Odou Joseph S. Bradley 9 jodou @ wshblaw.com P. O. Box 1987 Analise N. M. Tilton Reno, NV 89505 10 [email protected] Telephone: 775-335-9999 2881 Business Park Court, Suite 200 Facsimile: 775-335-9993 11 Las Vegas, NV 89128-9020 Telephone: 702 251 4100 Attorneys for Plaintiffs 12 Facsimile: 702 251 5405 13 Theodore Parker, III tparker@ pnalaw.net 14 Parker, Nelson & Associates, Chtd. 2460 Professional Court, Suite 200 15 Las Vegas, NV 89128 Telephone: 702-868-8000 16 Facsimile: 702-868-8001 17 Attorneys for Defendants ORDER 18 □□ . IT IS SO ORDERED. 19 & 20 DATED this 7th day of August, 2019. 21 LARRY. HICKS 2 UNITED STATES DISTRICT JUDGE 23 24 25 26 27 28 -7-

E 1 XHIBIT 1 DECLARATION OF KEITH JONES 2 I, Keith Jones, declare under penalty of perjury: 3 1. I am the general manager for Small Mine Development, LLC (“SMD”), and I am 4 also a part owner of SMD. I have personal knowledge of the facts discussed below, except as to 5 the facts stated upon information and belief, and as to those facts, I believe them to be true. If 6 called as a witness, I would and could testify competently as to the facts stated in this 7 declaration. 8 2. SMD is an underground mining contractor involved in the extraction of 9 underground mineral deposits on behalf of mining companies. 10 3. I started working at SMD in 2005. In 2011, I – along with other current SMD 11 employees at the time – purchased SMD from its then owner. Since the purchase in 2011, I 12 have been a part owner of SMD, and I have acted as SMD’s general manager since that time. 13 4. Prior to my initial employment at SMD, I had been working in the mining 14 industry for 20 years, and I have therefore been working in the mining industry continuously for 15 34 years. The mining industry is a highly competitive industry that is affected by numerous 16 fluctuating economic factors, including the price of gold and other precious minerals. 17 5. SMD obtains new underground mining projects by bidding for these projects. 18 These bids are competitive bids where each underground mining contractor company: (i) 19 analyzes the details and scope of the project, (ii) evaluates its own operations, personnel, and 20 equipment and the costs of same, and (iii) then quantifies that operational and financial data into 21 a competitive bid seeking to be awarded the project. Also, as part of this process, each 22 company has to analyze and calculate the potential profit margin involved in the bid project in 23 order to determine if the project is financially beneficial to the company. This is necessarily a 24 subjective determination because although all companies want large profit margins, most 25 companies will bid on projects that will result in low profit margins. 26 6. While at SMD and for several years, I have been involved in – and am now in 27 charge of – preparing SMD’s bids for mining projects, and I perform the analysis described 28 1 7. I am familiar with all of the documents that comprise the SMD Production as the 2 term is used in the Stipulation. The SMD Production is made up of SMD’s confidential and 3 internal financial documents relating to SMD’s past and current revenues and operations as well 4 as anticipated future revenues and operations. Examples of these confidential documents 5 include SMD’s income statements, cash flow statements, reports of SMD’s value as a company, 6 and asset data. Taken together, these confidential documents represent nearly all of SMD’s 7 financial information. 8 8. The portions of the SMD Production that SMD’s counsel, Matthew Hippler, has 9 described in his separately attached declaration will cause substantial harm to SMD, which is 10 only a third party to this Action, if those SMD documents are publicly disclosed because of the 11 highly competitive nature of the mining industry and the bidding process that is described 12 above. 13 9. Specifically, if I had information about a competitor that is of the type and scope 14 of the information in the SMD Production, it would put SMD at a competitive advantage in the 15 bidding process because I would: (i) know the type and amount of equipment that the 16 competitor could or could not bring to a bid project, and I would therefore know if the 17 competitor had to rent a lot of other equipment, which would affect the competitor’s profit 18 margin on the job, (ii) know the personnel that the competitor could bring to a bid project, (iii) 19 know the competitor’s current revenue and profit margin, which is critical to how a company 20 bids a project, and (iv) know the company’s past revenue and profit margin, which is helpful to 21 know because it allows you to anticipate how aggressive a company will be with its bid and also 22 how low of a profit margin that the company may allow on the bid project. If I were to learn of 23 how low a profit margin that a competitor would be willing to accept on a bid project, it 24 necessarily would help me bid that project on SMD’s behalf. All of this type of information 25 about SMD’s competitors is not publicly available to SMD, and if I had such information, it 26 would significantly help SMD bid on projects and would provide SMD a competitive advantage 27 over its competitors when bidding on a project. 28 1 10. SMD produced the SMD Production pursuant to, and in reliance on, a protective order to keep the documents confidential, and now because of that production, SMD’s confidential information and documents could be publicly disclosed at trial. SMD does not 4 want that to happen, and as stated above, SMD has compelling and specific reasons to keep these records sealed. As I have described above, I do not want SMD’s competitors to have 6|| access to SMD’s confidential and internal information and documents because that information 7\| can be used directly against SMD in the bidding of projects in SMD’s competitive industry. 8 11. ‘For all of these reasons, it is critically important to SMD not to have its confidential documents and information, which is part of the SMD Production, from being publicly available to SMD’s competitors. 11 12. Pursuant to

, I declare under penalty of perjury that the foregoing is true and correct. 13 DATED this 2nd_ day of August, 2019. hy by Uh. pores 15 KEITHJONES) SCS 16 13369417_v2 17 18 19 20 21 22 23 24 25 26 27 28

E 2 XHIBIT 1 DECLARATION OF MATTHEW B. HIPPLER 2 I, Matthew B. Hippler, declare under penalty of perjury: 3 il. I am a partner with the law firm of Holland & Hart LLP and am counsel for Small Mine Development, LLC (“SMD”). I have personal knowledge of the facts discussed below, except as to the facts stated upon information and belief, and as to those facts, I believe 6|| them to be true. If called as a witness, I would and could testify competently as to the facts 7|| stated in this declaration. 8 In conformity with and in reliance on the Protective Order entered in the Action, SMD produced the following documents to Defendants: □□□ _RATHBURNOOO0] — SMD_RATHBURN0849 (“SMD’s Production”). 11 3. All of the documents produced in the SMD Production were marked as “Highly 12|| Confidential Information” pursuant to the Protective Order. 13 4, Because it is anticipated that the trial of this Action will include trial exhibits that include documents from SMD’s Production, I personally met and conferred with counsel for 15|| Plaintiffs and Defendants to discuss how SMD’s confidential and internal financial documents 16|| could be protected from public disclosure at the trial of this Action. Those meet and confer 17|| efforts eventually led to the Stipulation. 18 5. As detailed in the Declaration of Keith Jones, which is attached to the 19|| Stipulation, the public disclosure of SMD’s confidential and internal financial documents 20|| relating to SMD’s past and current revenues and operations as well as anticipated future revenues and operations will cause harm to SMD — a third party to this Action — if publicly 221] disclosed because of the highly competitive nature of the mining industry and because of the bidding process that SMD is involved in to get new projects. 24 6. After personally reviewing SMD’s Production of 849 pages of material, I identified those documents that should remain designated as “Highly Confidential Information” 26|| pursuant to the Protective Order and should not be publicly disclosed at the trial of this Action for the compelling reasons stated in the Stipulation and Mr. Jones’ declaration. Those 28

1] documents from the SMD Production that should not be publicly disclosed are listed in Exhibit 3, which is attached to the Stipulation, and which are referred to as the “Sealed Documents”. 3 iin Counsel for Plaintiffs and Defendants have reviewed and agree with my designations of the Sealed Documents in Exhibit 3. They have agreed that compelling reasons 5|| exist to keep the Sealed Documents from being publicly disclosed, and they have agreed to the 6|| procedures outlined in the Stipulation. 7 8. With respect to testimony about the Sealed Documents, SMD recognizes that 8|| during the trial, it would be unwieldly and difficult to seal a witness’s testimony that includes reference to information within the Sealed Documents. Accordingly, the parties and SMD are 10|| not requesting as part of the Stipulation that the Court clear the public from the courtroom 11] during a witness’s testimony regarding information within the Sealed Documents. However, 12|| during any post-trial appeals, the parties have agreed to act to seal and protect from public 13|| disclosure those portions of the trial transcripts that reference information within the Sealed Documents. 15 9. I will make myself available to confer with the Court should any part of the 16|| Stipulation not meet with the Court’s approval or satisfy its procedures. 17 10. Pursuant to

, I declare under penalty of perjury that the 18|| foregoing is true and correct. 19 DATED this of August, 2019.

21 MATHEW B. HIPPLER 22}| 13369459_v2 23 24 25 26 27 28

E 3 XHIBIT EXHIBIT 3 Documents Produced by Small Mine Development, LLC (“SMD”) SMD_RATHBURN0259- June 8, 2016 Appraisal Report for Small Mine Development, SMC_RATHBURN0363 LLC SMD_RATHBURN0364- 2012 S Corporation Schedule K-1 for Don P. Rathburn SMC_RATHBURN0432 SMD_RATHBURN0433- 2012-2017 Don P. Rathburn W-2s SMC_RATHBURN0444 SMD_RATHBURN0445- January 1, 2017 Purchase Agreement between Small Mine SMC_RATHBURN0452 Development and Don Rathburn SMD_RATHBURN0453- Don Rathburn - Restricted Membership Units Agreement SMC_RATHBURN0469 SMD_RATHBURN0470- Don P. Rathburn employee file SMC_RATHBURN0543 SMD_RATHBURN0551- January 1, 2017 Purchase Agreement between Small Mine SMC_RATHBURN0554 Development and Don Rathburn (Draft) SMD_RATHBURN0555- January 1, 2017 Release of Claims - Don Rathburn (Draft) SMC_RATHBURN0559 SMD_RATHBURN0563- January 1, 2017 Purchase Agreement between SMD and Don SMC_RATHBURN0568 Rathburn and Non-Negotiable Promissory Note between SMD and Rathburn SMD_RATHBURN0571- SMD Amended and Restated Operating Agreement Effective SMC_RATHBURN0614 December 31, 2015 SMD_RATHBURN0615- SMD - 2015 Equity Incentive Plan (Executed) 12-31-2015 SMC_RATHBURN0629 SMD_RATHBURN0630- SMD 2017 Forecast at December 2016 SMC_RATHBURN0630 SMD_RATHBURN0631- SMD 2018 Forecast at November 2017 SMC_RATHBURN0631 SMD_RATHBURN0632- SMD 2018 Forecast at March 2018 SMC_RATHBURN0632 SMD_RATHBURN0633- July 5, 2017 Appraisal Report for Small Mine Development SMC_RATHBURN0736 SMD_RATHBURN0737- Small Mine Development Non-Consolidated Income SMC_RATHBURN0738 Statements - 2018 Appraisal Report Calculations SMD_RATHBURN0739- May 2, 2018 Appraisal Report for Small Mine Development SMC_RATHBURN0849 13374223_v1