Glenn Hegar, Comptroller of Public Accounts of the State of Texas and Ken Paxton, Attorney General of the State of Texas v. Championx, LLC

ACCEPTED 15-24-00111-CV FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 1/14/2025 5:09 PM No. 15-24-00111-CV CHRISTOPHER A. PRINE CLERK FILED IN 15th COURT OF APPEALS AUSTIN, TEXAS IN THE COURT OF APPEALS 1/14/2025 5:09:09 PM FOR THE FIFTEENTH JUDICIAL DISTRICT CHRISTOPHER A. PRINE AUSTIN, TEXAS Clerk

Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas Appellants, v. ChampionX, LLC, Appellee.

On Appeal from the 419th Judicial District Court Travis County, Texas Cause No. D-1-GN-20-000139

UNOPPOSED SWORN MOTION OF NON-RESIDENT ATTORNEY ANTOINETTE ELLISON FOR ADMISSION PRO HAC VICE

Deborah S. Sloan John M. Allan State Bar No. 00786230 Antoinette L. Ellison JONES DAY JONES DAY 2727 N. Harwood Street, Suite 500 1221 Peachtree Street NE, Suite 400 Dallas, Texas 75201-1515 Atlanta, Georgia 30361 [email protected] [email protected] [email protected] COUNSEL FOR APPELLEE I, Antoinette Ellison, file this Unopposed Sworn Motion of Non-Resident Attorney for Admission Pro Hac Vice to appear before the Court in the above- referenced matter, under the authority of the Rules Governing Admission to the Bar of Texas, Rule XIX.

BACKGROUND 1. I am associated with Deborah S. Sloan, who will personally participate in the appeal of this case. We are partners in the same law firm. Ms. Sloan is a practicing attorney and a member of the State Bar of Texas. Her information is as follows: Deborah S. Sloan Texas Bar No.: 00786230 Jones Day 2727 N. Harwood Street, Suite 500 Dallas, Texas 75201 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 Email: [email protected] 2. Ms. Sloan’s Motion in Support of this Motion for Admission Pro Hac Vice is being filed separately.

3. I am an active member in good standing with the State Bar of New York, the State Bar of Georgia, the United States Court of Appeals for the Tenth Circuit, the United States Court of Appeals for the Ninth Circuit, the U.S. Tax Court, the U.S. District Court for the Southern District of New York, the U.S.

District Court for the Eastern District of New York, and the United States District Court for the Middle District of Florida.

4. I have previously appeared in the following cases or causes in Texas courts within the past two years, all of which are related matters involving the same tax refund claims but for different time periods: ChampionX, LLC, Plaintiff v. Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas, Defendants, Cause No. D-1-GN-20-000139, In the District Court, Travis County, Texas 419th Judicial District.

ChampionX, LLC, Plaintiff, v. Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas, Defendants, Cause No. D-1-GN-21-000699, In the District Court of Travis County, Texas, 353rd Judicial District Court.

ChampionX, LLC, Plaintiff v. Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas, Defendants, Cause No. D-1-GN-22-003715, In the District Court of Travis County, Texas, 261st Judicial District Court.

ChampionX, LLC, Plaintiff v. Glenn Hegar Comptroller of Public Accounts of the State of Texas and Ken Paxton, Attorney General of the State of Texas, Defendants, Cause No. D-1-GN-23-000226, In the District Court of Travis County, Texas, 53rd Judicial District Court.

Nalco Company, LLC, Plaintiff v. Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas, Defendants, Cause No. D-1-GN-24-000609, In the District Court of Travis County, Texas, 345th Judicial District Court.

5. I have not been the subject of any disciplinary action in the last five years by the Bar or courts of any jurisdiction in which I have been licensed.

6. I have not been denied admission to the courts of any State or to any federal court during the preceding five years.

7. I am familiar with the State Bar Act, the State Bar Rules, and the Texas Disciplinary Rules of Professional Conduct governing the conduct of members of the Bar, and will at all times abide and comply with the same so long as such Texas proceeding is pending and I have not withdrawn as counsel therein.

8. My contact information is included below my signature.

9. I have paid the nonresident attorney fee required by Section 82.0361(b) of the Texas Government Code. A copy of the December 17, 2024 Acknowledgment Letter from the Board of Law Examiners acknowledging receipt of my Application for Pro Hac Vice Admission and payment of the required fee is attached hereto as Exhibit 1.

PRAYER For the reasons stated above, I respectfully ask the Court to grant my motion to appear pro hac vice and allow me to appear in all proceedings before this Court until the conclusion of this case.

Dated: January 14, 2025 Respectfully submitted, /s/ Antoinette Ellison Deborah S. Sloan Antoinette Ellison (pro hac vice pending) State Bar No. 00786230 JONES DAY JONES DAY 1221 Peachtree Street N.E., Suite 400 2727 N. Harwood Street, Suite 500 Atlanta, Georgia 30361 Dallas, Texas 75201 Telephone: (404) 521-3939 Telephone: (214) 220-3939 Facsimile: (404) 581-8220 Facsimile: (214) 969-5100 [email protected] [email protected] Counsel for Appellee ChampionX, LLC

CERTIFICATE OF CONFERENCE Under Texas Rule of Appellate Procedure 10.1(5), I certify that on January 6, 2025, I conferred with Appellants’ counsel about the relief requested in this motion. Appellants’ counsel responded that Appellants are unopposed.

/s/ Antoinette Ellison Antoinette Ellison

CERTIFICATE OF SERVICE I hereby certify that on this 14th day of January, 2025, a true and correct copy of the foregoing Unopposed Sworn Motion of Non-Resident Attorney Antoinette Ellison for Admission to Appear Pro Hac Vice was served on the following counsel of record by electronic service pursuant to Texas Rule of Appellate Procedure 9.5 or as otherwise indicated below: Kelsey Hanson Assistant Attorney General Office of the Attorney General Tax Litigation Division P.O. Box 12548 (MC 029) Austin, Texas 78711-2548

/s/Antoinette Ellison Antoinette Ellison

EXHIBIT 1 Board of Law Examiners Appointed by the Supreme Court of Texas December 17, 2024

Antoinette Ellison Via: E-Mail

Acknowledgment Letter Non-Resident Attorney Fee According to Texas Government Code §82.0361, "a nonresident attorney requesting permission to participate in proceedings in a court in this state shall pay a fee of $250 for each case in which the attorney is requesting to participate." This Acknowledgement Letter serves as proof that the Board of Law Examiners has received $250 in connection with the following matter: Non-resident attorney: Antoinette Ellison Case: COA Number: 15-24-00111-CV; Trial Court Case Number: D-1-GN-20-000139 Texas court or body: Court of Appeals, Fifteenth Judicial District, Austin, TX

After satisfying the fee requirement, a non-resident attorney shall file a motion in the Texas court or body in which the non-resident attorney is requesting permission to appear. The motion shall contain the information and statements required by Rule 19(a) of the Rules Governing Admission to the Bar of Texas. The motion must be accompanied by this Acknowledgment Letter and by a motion from a resident practicing Texas attorney that contains the statements required by Rule 19(b).

The decision to grant or deny a non-resident attorney's motion for permission to participate in the proceedings in a particular cause is made by the Texas court or body in which it is filed.

For more information, please see Rule 19 of the Rules Governing Admission to the Bar of Texas and §82.0361, of the Texas Government Code, which can be found on the Board's website.

MAILING ADDRESS TELEPHONE: 512- 463-1621 - FACSIMILE: 512- 463-5300 STREET ADDRESS Post Office Box 13486 WEBSITE: www.ble.texas.gov 205 West 14th Street, Ste.500 Austin,Texas 78711-3486 Austin, Texas 78701 No. 15-24-00111-CV

IN THE COURT OF APPEALS FOR THE FIFTEENTH JUDICIAL DISTRICT AUSTIN, TEXAS

Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas Appellants, v. ChampionX, LLC, Appellee.

On Appeal from the 419th Judicial District Court Travis County, Texas Cause No. D-1-GN-20-000139

DEBORAH S. SLOAN’S MOTION IN SUPPORT OF ANTOINETTE ELLISON’S UNOPPOSED SWORN MOTION FOR ADMISSION PRO HAC VICE

Deborah S. Sloan John M. Allan State Bar No. 00786230 Antoinette L. Ellison JONES DAY JONES DAY 2727 N. Harwood Street, Suite 500 1221 Peachtree Street NE, Suite 400 Dallas, Texas 75201-1515 Atlanta, Georgia 30361 [email protected] [email protected] [email protected] COUNSEL FOR APPELLEE I, Deborah S. Sloan, file this motion in support of the Sworn Motion of Antionette Ellison for Admission Pro Hac Vice in the above-captioned cause.

BACKGROUND 1. I am associated with Antoinette Ellison on this case. I am employed as an attorney on this case and will personally participate in the appeal of this case.

2. I am a practicing attorney and member in good standing with the State Bar of Texas. My State Bar number, office address, telephone number, facsimile number, and email address are included below my signature.

3. Antionette Ellison is a reputable attorney in the states and jurisdictions in which she is licensed to practice. I recommend that the Court permit her to appear in this case.

4. For the reasons stated above, I respectfully ask this Court to grant Antoinette Ellison’s Unopposed Sworn Motion of Non-Resident Attorney for Admission Pro Hac Vice and allow her to appear before the Court in this case.

5. I pray for all other relief, both general and specific, to which they may be justly entitled.

Dated: January 14, 2025

Respectfully submitted, /s/ Deborah S. Sloan Deborah S. Sloan State Bar No. 00786230 JONES DAY 2727 N. Harwood Street Suite 500 Dallas, Texas 75201-1515 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 [email protected] COUNSEL FOR APPELLEE

CERTIFICATE OF CONFERENCE Under Texas Rule of Appellate Procedure 10.1(5), I certify that on January 6, 2025, Antoinette Ellison conferred on my behalf with Appellants’ counsel about the relief requested in this motion. Appellants’ counsel responded that Appellants are unopposed.

/s/ Deborah S. Sloan Deborah S. Sloan

CERTIFICATE OF SERVICE I hereby certify that on this 14th day of January, 2025, a true and correct copy of this document was served on the following counsel of record by electronic service pursuant to Texas Rule of Appellate Procedure 9.5: Kelsey Hanson Assistant Attorney General Office of the Attorney General Tax Litigation Division P.O. Box 12548 (MC 029) Austin, Texas 78711-2548

/s/ Deborah S. Sloan Deborah S. Sloan Counsel for Appellee No. 15-24-00111-CV

IN THE COURT OF APPEALS FOR THE FIFTEENTH JUDICIAL DISTRICT AUSTIN, TEXAS

Glenn Hegar, Comptroller of Public Accounts of the State of Texas, and Ken Paxton, Attorney General of the State of Texas Appellants, v. ChampionX, LLC, Appellee.

On Appeal from the 419th Judicial District Court Travis County, Texas Cause No. D-1-GN-20-000139

ORDER GRANTING UNOPPOSED SWORN MOTION OF NON-RESIDENT ATTORNEY ANTOINETTE ELLISON FOR ADMISSION PRO HAC VICE

Deborah S. Sloan John M. Allan State Bar No. 00786230 Antoinette L. Ellison JONES DAY JONES DAY 2727 N. Harwood Street, Suite 500 1221 Peachtree Street NE, Suite 400 Dallas, Texas 75201-1515 Atlanta, Georgia 30361 [email protected] [email protected] [email protected] ON THIS DAY came for consideration Antoinette Ellison’s Unopposed Sworn Motion to Appear Pro Hac Vice and Deborah S. Sloan’s Agreed Motion in Support of Antoinette Ellison’s Unopposed Sworn Motion to Appear Pro Hac Vice, and the Court of Appeals is of the opinion that Antoinette Ellison’s Sworn Motion to Appear Pro Hac Vice should be granted.

Accordingly, IT IS HEREBY ORDERED, ADJUDGED, and DECREED that Antoinette Ellison is granted pro hac vice admission for the purposes of participating in, arguing, and trying this case.

SIGNED, this _____ day of _________, 2025.

____________________________

Automated Certificate of eService This automated certificate of service was created by the efiling system.

The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Carla Dennis on behalf of Deborah Sloan Bar No. 786230 [email protected] Envelope ID: 96223169 Filing Code Description: Motion Filing Description: Unopposed Sworn Motion of NonResident Attorney Antoinette Ellison for Admission Pro Hac Vice Status as of 1/15/2025 7:10 AM CST Associated Case Party: ChampionX, LLC Name BarNumber Email TimestampSubmitted Status Deborah Sloan 786230 [email protected] 1/14/2025 5:09:09 PM SENT John MAllan [email protected] 1/14/2025 5:09:09 PM SENT Antoinette L.Ellison [email protected] 1/14/2025 5:09:09 PM SENT Carla Dennis [email protected] 1/14/2025 5:09:09 PM SENT

Associated Case Party: Ken Paxton, Attorney General of the State of Texas Name BarNumber Email TimestampSubmitted Status Kelsey Hanson 24096654 [email protected] 1/14/2025 5:09:09 PM SENT