Decl

EXHIBIT 1

CHENIERE’S VOTING BYLAWS Voting Bylaw Effective March 1, 2005 – April 2, 2014

Voting Bylaw Effective April 3, 2014 - Present

SECTION 2.7. Voting. Each Stockholder shall be entitled to one vote for each Share held of record by such Stockholder. Except as otherwise provided by law or the Certificate of Incorporation, when a quorum is present at any meeting of Stockholders, the vote of the recordholders of a majority of the Shares entitled to vote thereat, present in person or by proxy, shall decide any question brought before such meeting.

SECTION 2.8. Voting. Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share held by such stockholder which has voting power upon the matter in question. On any matter where a minimum or other vote of stockholders is provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, such minimum or other vote shall be the required vote on such matter (with the effect of abstentions and broker non-votes to be determined based on the vote required). All other matters presented to the stockholders at a meeting at which a quorum is present for which no minimum or other vote is called for by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, other than for the election of Directors, shall be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock entitled to vote on the matter, present in person or by proxy (with abstentions counting as votes against the matter and broker non-votes not counting as shares entitled to vote on the matter). Subject to the rights of the holders of any series of preferred stock to elect Directors under specified circumstances, each Director shall be elected by the vote of a majority of votes cast with respect to that Director’s election at any meeting for the election of Directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders, the number

of nominees exceeds the number of Directors to be elected (a “Contested Election”), the Directors shall be elected by the vote of a plurality of the votes cast. For purposes of this Section 2.8, a “majority of votes cast” shall mean that the number of votes cast “for” a Director’s election exceeds the number of votes cast “against” that Director’s election (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that Director’s election). In the event an incumbent Director fails to receive a majority of votes cast in an election that is not a Contested Election, such incumbent Director shall submit to the Company, in accordance with Section 3.4 of these Bylaws, such director’s resignation from the Board, contingent on acceptance of that resignation by the Board. The Governance and Nominating Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board shall act on the resignation, taking into account the Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation (and, if such resignation is rejected, the rationale behind the decision) within ninety (90) days following certification of the election results. The Director whose resignation is being considered shall not participate in the deliberations of the Governance and Nominating Committee or the Board with respect to whether to accept such director’s resignation. If the Director’s resignation is not accepted by the Board, such Director shall continue to serve until his or her successor is duly elected, or until his or her earlier resignation or removal. If the Board accepts a Director’s resignation pursuant to this Section 2.8, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board may fill the resulting vacancy pursuant to Article III, Section 3.3 of these Bylaws.

EXHIBIT 2A

EXHIBIT 2B

TN

DELAWARE THE COURT OF CHANCERY OF THE STATE OF

IN RE CHENIERE ENERGY,INC. STOCKHOLDERS LITIGATION

) ) )

IN RE CHENIERE ENERGY, TNC'

) )

CONSOLIDATED C.A. No. 9710-VCL

) C.A. No. 9766-YCL

AFFIDAYIT OF ROBERT MAGUIRE STATE OF IDAHO

)

COIINTY OF GEM

) )

ss:

I, Robert Maguire, do hereby depose and say thisht-day of Febwnry' 2015:

1.

I

am over twenty-one years of age and am fully competent to

make the statements contained in this Affidavit'

2.

I

am one of the plaintiffs

in the above-captioned action

("Action"). I submit this Affidavit in compliance with Court of Chancery of Rules 23(aa) and (e), and in support of plaintiffs' application for approval the settlement of this Action.

3.

I have been a holder of cheniere Energy, Inc. ("cheniere")

cornmon stock at all relevant times'

4.

I have never had any social or business relationships with any

have no claim of the defendants (other than as an investor in Cheniere), and I

-1-

or interest that is adverse to cheniere or its public stockholders'

6.

I

have not received, been promise

or offered, and will

not

for prosecuting or accept any form of compensation, directly or indirectly, serving

aS a

representative

pw in this action except for:

(i)suchdamagesorotherreliefastheCourtmayawardme as a member

(i0

of the Class; and such fees, costs or other payments as the court expressly

approvestobepaidtome;orreimbursement,paidbymyattorneys,of incurred directly in actual and reasonable out'of-pocket expenditures connection with the prosecution of this Action'

7.

I believe that the settlement is fair, reasonable

and adequate,

and support its approval by the Court'

Robert the SwoRNToANDSUBSCRIBEDbefoTeme'aNotary Public in aforesaid, ....ltt*'#dg,god Counry aforesaid'

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EXHIBIT 2C

EXHIBIT 2D

EXHIBIT 3

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE CHENIERE ENERGY, INC.

C.A. No. 9766-VCL

IN RE CHENIERE ENERGY, INC. STOCKHOLDERS LITIGATION

C.A. No. 9710-VCL

EXPERT REPORT AND DECLARATION OF GREGORY P. TAXIN

MY PROFESSIONAL EXPERIENCE AND QUALIFICATIONS I am in the process of setting up a new money management firm, to be called Luma Asset Management, LLC. Prior to this venture, I was the President of Clinton Group, Inc., an alternative investment advisory firm based in New York City. There, I was responsible for our activist investment programs – investment strategies that invest in public companies and seek to improve those companies by advocating change. In that role, I was responsible for advocating our positions with other public market investors and running four proxy fights in which we sought the support of our fellow investors in voting for our proposals through written consents or at the annual meeting of stockholders. I was responsible for evaluating the executive compensation and equity incentive programs of the public companies in which we invested and for making decisions on how we would vote our proxy at annual meetings, including on so-called “Sayon-Pay” resolutions and equity incentive plans. Previously, I was the Chairman of Soundboard Review Services, LLC (“Soundboard”) and Managing Member of Spotlight Advisors, LLC. Soundboard was hired by public company boards of directors to review Board decisions, especially with respect to the executive compensation practices of those Boards and companies, and to report independently to shareholders on those decisions, processes and programs. Spotlight Advisors, and its predecessor, Spotlight Capital Management (together, “Spotlight”), advise investors in public companies in North America and work with the Boards and management teams of public companies in which its clients are investors, to ensure the public companies follow best corporate governance and executive compensation practices and retain appropriate management and Board talent, among other things. Prior to co-founding Soundboard and Spotlight, I was the co-founder and Chief Executive Officer of Glass, Lewis & Co., LLC (“Glass Lewis”), an independent research firm that provides institutional

investors with advice and voting recommendations for voting in public company annual and special meetings. When I was the head of Glass Lewis, the firm covered every shareholder meeting and vote at more than 13,000 public companies in 65 countries and provided written analyses and reports to more than 350 institutional investors around the world. Under my direction, Glass Lewis analyzed executive compensation, equity incentive plans and other compensation related activities, the quality and integrity of board members and management, and the auditor of (and their tenure at) each of more than 6500 US public companies and provided detailed analytical evaluations of those matters to its institutional investor clients. As the head of Glass Lewis, I was personally involved in the development of the firm’s analysis and advice on executive compensation and equity incentive plans, and served as the leading spokesperson for the firm in representing our analysis of these matters to corporate management, our institutional investor clients and the media. I have personally reviewed thousands of disclosure documents issued by public companies across the globe containing information on executive pay practices and equity incentive plans. I have been quoted or cited in at least 350 articles in the financial press regarding Board actions, executive compensation, equity incentive plans, corporate governance, and related topics in the last ten years. I have appeared on multiple occasions before the US Securities and Exchange Commission to present the views of institutional investors and other disclosure document users on topics of corporate governance and corporate disclosure. I have also presented at more than 50 corporate director, corporate secretary, general counsel and institutional investor conferences on topics of executive compensation, disclosure, shareholder rights, proxy voting and related topics. Among other such assignments, I have served on the faculty, or been a speaker, at numerous educational seminars, conferences and programs for directors of public companies, including such programs at the MIT Sloan School of Business, Stanford University (known as the “Stanford Directors’ College”), Yale School of Management, and the University of San Diego (called the “Directors Forum”); numerous Corporate Secretary and General Counsel conferences, including at such conferences organized by multinational law, accounting and investor relations firms (such as Davis Polk, Morgan Lewis, McDermott Will Emery and Deloitte), the National Investor Relations Institute, the Conference Board, Harvard Law School, the UC Berkeley Boalt Hall School of Law, and the Society of Corporate Secretaries and Governance Professionals; conferences and conference calls for executive compensation professionals (including programs organized by Aon Consulting and the National Association of Stock Plan Professionals); and many institutional investor conferences organized by, among others, the Council of Institutional Investors and the Investor Responsibility Research Center. I have served as a guest lecturer in corporate governance classes at Harvard Law School, the University of Delaware, and the UC Berkeley Boalt Hall School of Law. I have also advised corporate boards on corporate governance issues as an independent consultant and serve on the Board of a Delaware corporation that was, until recently, publicly traded. Before co-founding Glass Lewis, I was an investment banker at Goldman, Sachs & Co., Epoch Partners and Banc of America Securities. I received a law degree, magna cum laude, from Harvard Law School and worked as an associate at Wachtell, Lipton, Rosen & Katz before becoming an investment banker.

2

A list of my professional experience and educational credentials is attached hereto as Appendix A. Apart from research reports in which I had input at Glass Lewis, I have not published anything other than a blog posting on activist investing1 in the past ten years. I have testified in the Chancery Court as an expert witness on shareholder rights plans and proxy voting related matters in the case of Yucaipa American Alliance Fund II, L.P. et ano. v. Leonard Riggio, et al., C.A. No. 5465-VCS. I have also been designated as an expert witness on three other occasions. Notably, two of those situations involved matters of executive compensation. I have relied upon my professional experience and the materials cited in this report, including in the footnotes and in Appendix B in reaching my conclusions. I reserve the right to augment or modify my opinions to the extent I learn of new information or the facts relating to the matters discussed herein change.

FACTUAL BACKGROUND Cheniere Energy, Inc. (“Cheniere” or the “Company”), an owner and operator of liquefied natural gas terminal projects and an LNG marketer, is a Delaware corporation and a public company listed on the NYSE MKT stock market. The Company has approximately 237 million shares outstanding, as of October 16, 2014, as reported on its latest Form 10-Q filed November 21, 2014. 2 In 2011, the Board of Directors of Cheniere (the “Board”) adopted an equity incentive plan (the “Plan”) that provided that up to 10 million shares could be awarded to executives, employees, consultants and directors as compensatory incentive grants. 3 The Plan was ratified by Cheniere stockholders at the 2011 annual meeting of stockholders, which was held in June of that year (the “2011 Annual Meeting”).4 The following year, the Board sought to increase the size of the available stock incentive award pool and adopted an amendment to the Plan, subject to stockholder approval, that among other things would have increased the number of available shares by 25 million shares (“Amendment No. 1”).5 Amendment No. 1 was put to a stockholder vote at a meeting of stockholders on February 1, 2013 (the “February 2013 Meeting”). As shown on Table 1, 77 million shares were cast in favor of Amendment No. 1, while nearly 58 million shares voted against it and 36 million shares abstained. This lawsuit, as I understand it, concerns the counting and meaning of the votes cast at the February 2013 Meeting. I understand that under traditional Delaware corporate law – in which “abstentions” are counted as “against” votes – the Amendment No. 1 vote failed to pass. The Company, however, has argued in this case that the applicable standard for this vote was the NYSE MKT vote counting rules and, according to that standard, Amendment No. 1 was approved. After the Company declared that Amendment No. 1 was properly approved by stockholders, the Company granted more than 18.9 million shares of incentive

1

See https://blogs.law.harvard.edu/corpgov/2012/10/17/lessons-from-the-wet-seal-consent-solicitation/. Cheniere Energy, Inc. Form 10-Q, October 30, 2014. 3 Cheniere Energy, Inc., Proxy, April 28, 2011 at 48-58. 4 Cheniere Energy, Inc., Form 8-K, June 22, 2011. 5 Cheniere Energy, Inc., Proxy, December 31, 2012, at 7-19. 2

3

awards (with a value at granting of $412 million) under the expanded Plan (and a prior equity incentive plan) to executives and others, in 2013 alone. In fact, during 2013, the Company’s Chief Executive Officer alone received an equity grant that was valued under generally applicable accounting rules on a grant date fair value basis at nearly $133 million. This grant contributed to the overall compensation of the Company’s CEO – calculated by the Company to be almost $142 million – and made him the highest paid public company CEO in the United States in 2013. 6 According to executive compensation firm Equilar, the Company’s CEO was in fact the only CEO in the United States to earn more than $100 million that year in reported compensation.7 Some of these awards vested during 2013 and, together with earlier equity awards that vested during 2013, the Company’s CEO vested into restricted stock in 2013 that was valued at $130 million. 8 See Table 2. With the combination of awards in 2013 and those in prior years, the Company’s executives (and directors, employees and consultants) had significant equity ownership in the Company and also held a substantial block – approximately 15 million shares – of awarded, but unvested, restricted stock. 9 Those significant holdings in my view provide an incentive for those executives and others to remain with the Company through at least 2018. 10 . Based on the closing market price of the Company’s stock on December 31, 2013, the value of just the outstanding, unvested share grants was approximately $650 million, including more than $200 million held by the CEO and $110 million held by the next four highest paid executive officers. 11 See Table 2. Despite the significant quantity of restricted stock already awarded to executives, in April 2014, the Board sought again to increase the size of stock available for awards under the Plan by adopting a second amendment to the Plan (“Amendment No. 2”), subject to stockholder approval. 12 Amendment No. 2 provided for an additional 30 million shares that would be available under the Plan. The Board also adopted an amendment to the Company’s Bylaws in an attempt to clarify the voting standards applicable for certain stockholder votes; I understand the Company has taken the position that this amendment provides that voting on stock exchange required matters (such as the approval of equity-based plans) would be counted in the manner most favorable for approval permissible under the applicable stock exchange rules (the “New Bylaw Language”).

6

Laura Marchinek et al., Bloomberg News, “Top-Paid U.S. CEO Emerges With $142 Million Pay Package,” April 29, 2014. See also Cheniere Energy, Inc., Proxy, April 28, 2014 at 35. 7 Equilar, “Equilar 200 Highest-Paid CEO Pay Ranking Released,” June 8, 2014, available at: http://www.equilar.com/press-room/press-releases/266-equilar-200-highest-paid-ceo-pay-ranking-released 8 Cheniere Energy, Inc., Proxy, April 28, 2014 at 41. 9 Cheniere Energy, Inc., Form 10-K, filed February 21, 2014, at 83. 10 Cheniere has indicated in an investor presentation that “Train[] 4[‘s] Substantial Completion Date[ is] August 2017.” See Cheniere Energy, Inc. Investor Presentation at 3, available here: http://phx.corporateir.net/External.File?item=UGFyZW50SUQ9MjUwMTgzfENoaWxkSUQ9LTF8VHlwZT0z&t=1. This represents “Milestone 3” – 20% vesting of the “Milestone award” of the 2011-2013 LTIP, and the anniversary of this date represents “Milestone 4,” which also provides for 20% vesting of the “Milestone award.” Cheniere Energy, Inc., Proxy, April 28, 2014 at. 31. Milestone 3 is expected to be completed around August 2017 and Milestone 4 will be completed a year after that. 11 12

Cheniere Energy, Inc., Proxy, April 28, 2014 at 40. Cheniere Energy, Inc., Proxy, April 28, 2014 at 47.

4

The Company scheduled its 2014 annual meeting of stockholders for June 12 (the “June 2014 Meeting”) and, according to its proxy materials filed in April 2014, intended to have stockholders ratify Amendment No. 2 at that meeting. 13 The Company also intended to have stockholders vote on a new Long-Term Incentive Compensation Program (the “2014-18 LTIP”) and to conduct a so-called “Say-on-Pay” vote in which stockholders were asked to affirm or reject, on a non-binding basis, the executive compensation practices of the Company, among other things. The Company intended for the New Bylaw Language to apply to the votes on the two compensation programs, with the stated effect that abstentions would not count as “against” votes in determining the outcome on these executive compensation matters. 14 The reaction from independent corporate governance research firms to these 2014 proposals was decidedly negative. Both of the major proxy advisory services, ISS and Glass Lewis, published recommendations on how their clients – generally large institutional owners of stock – should vote at the June 2014 Meeting. Both of these services are influential with their clients and institutional investors.15 In its report, ISS recommended a vote against the “Say-On-Pay” resolution and both the 2014-18 LTIP and Amendment No. 2. ISS indicated that the Company had a “governance risk” of 10, which is the highest risk a company can be assigned. 16 In reaching that conclusion, ISS noted concerns with the “use of equity” as compensation and the lack of connection between executive pay and performance. ISS recommended a vote against the “Say-on-Pay” proposal and noted that even though the Company’s stock had performed well, the compensation practices did not tie vesting of awards to company financial performance and that the CEO’s compensation in 2013 represented 53% of the Company’s revenue. 17 (The other NEOs’ compensation represented 28% of the Company’s revenue, ISS noted.) ISS recommended that its clients vote against both the 2014-18 LTIP and Amendment No. 2, noting among other things that the Company had a 3-year average annual “burn rate” of equity of more than 12%. 18 This measure of the annual use of stock awards relative to outstanding shares is, according to ISS’ analysis, significantly higher than peer companies and is “excessive”. 19 On May 22, Glass Lewis published its analysis of the then-scheduled June 2014 Meeting. In it, Glass Lewis had earlier recommended that investors vote against the “Say-on-Pay” resolution as well as against the 2014-18 LTIP Plan and Amendment No. 2. 20 Glass Lewis wrote that it believed the Company had been “deficient in linking executive pay to corporate performance” giving the Company a school grade of “F” in Glass Lewis’ proprietary pay-for-performance evaluation.21 In evaluating the 2014-18 LTIP and

13

Cheniere Energy, Inc., Proxy, April 28, 2014 at 47-56. Cheniere Energy, Inc., Proxy, April 28, 2014 at 3. 15 See David Larcker et al., “The Influence of Proxy Advisory Firm Voting Recommendations on Say-on-Pay Votes and Executive Compensation Decisions,” The Conference Board, March 2012 (“A growing body of evidence demonstrates the influential role that third-party proxy advisory firms play in affecting the voting outcome of proposals made to shareholders. … Evidence suggests that institutional investors respond to the voting recommendations of proxy advisory firms.”) 16 ISS Report on Cheniere Energy, Inc., May 30, 2014, at 1. 17 ISS Report on Cheniere Energy, Inc., May 30, 2014, at 11, 18. 18 ISS Report on Cheniere Energy, Inc., May 30, 2014, at 23. 19 ISS Report on Cheniere Energy, Inc., May 30, 2014, at 20, 23. 20 Glass, Lewis & Co. Report on Cheniere Energy, Inc., May 22, 2014. 21 Glass, Lewis & Co. Report on Cheniere Energy, Inc., May 22, 2014 at 16. 14

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Amendment No. 2, Glass Lewis noted that “the Company’s recent equity compensation practices are excessive” and that stockholders should therefore vote against the plans.22 The instant lawsuit was filed on May 29, 2014, subsequent to the filing of the proxy materials for the June 2014 Meeting and prior to the intended date of that meeting. On June 2, 2014, the Company disclosed that it was postponing the June 2014 Meeting “in light of” the filing of the complaint and a motion to expedite proceedings that had been filed in the first lawsuit. 23 A number of large institutions that were beneficial owners of Cheniere stock provided their custodians, banks and brokers with voting instructions for the planned June 2014 Meeting. A firm called Proxy Insight Limited gathers available data on the votes cast at stockholder meetings by more than 600 institutions on behalf of the 1700 funds they manage. Only 13 of these 600 institutions have indicated how they intended to vote with regard to Amendment No. 2 and only 18 indicated their ““Say-on-Pay” vote; all of these institutions said they were voting “against” the proposals.. 24 Thus, while it impossible to determine whether these proposals would have passed before they were eliminated by the instant lawsuit, the few institutional investors polled prior to postponement had indicated their votes against the proposals. The Company rescheduled its 2014 annual meeting for September 11, 2014 (the “September 2014 Meeting”), but did not put on the agenda a vote on the 2014-18 LTIP or Amendment No. 2. Citing to the present lawsuit and a June 23 letter submitted to the Court, on July 1, 2014, the financial press reported that the Company was “abandoning its plan to issue 30 million shares to executives and other employees after running into opposition from investors.” 25 At the September 2014 meeting, the Company did conduct a so-called “Say on Pay” vote in which stockholders were asked to affirm or reject the executive compensation practices of the Company. 26 Both ISS and Glass Lewis made recommendations to their institutional investor clients on how they should vote at the September 2014 meeting. In its report, ISS wrote that it understood the meeting had been rescheduled and the 2014-18 LTIP and Amendment No. 2 had been dropped from the agenda for the meeting because of “shareholder opposition to the company’s equity compensation.” 27 ISS reiterated its concerns about Cheniere’s governance and executive compensation and recommended that its clients vote 22

Glass, Lewis & Co. Report on Cheniere Energy, Inc., May 22, 2014 at 21. Cheniere SEC filing, Form 8-K, filed June 2, 2014. 24 Presumably because the June 2014 Meeting was ultimately postponed, it appears most institutions did not report publicly how they instructed their custodians, banks and brokers to vote. However, some such institutions did so report and Proxy Insight gathered that data. See Tables 3 and 4. 25 Daniel Gilbert, “Cheniere Energy Cancels Proposed Compensation Plan: Decision Follows Shareholder Suits Protesting Previous Stock Grants to Employees,” Wall Street Journal, July 1, 2014 (“The company made the disclosure June 23 to a Delaware court, following shareholder lawsuits that said a previous Cheniere plan improperly awarded stock to employees last year. The plaintiffs also sought to block the company from voting on the new compensation plan at its annual meeting last month. That prompted Cheniere to postpone the vote until September.”); Bloomberg News, “Cheniere Scraps Stock Awards Plan Following Lawsuit,” July 1, 2014; Collin Eaton, “Cheniere Strikes LNG Deals, Backs Down On Pay: Company Won’t Ask Shareholders to OK $2.2 Billion For Top Executives,” Houston Chronicle, July 1, 2014 (“Cheniere Energy, facing a shareholder lawsuit over ‘excessive’ executive compensation paid out last year, said in court filings last week it wouldn’t seek investors’ approval of another round of stock awards.”). 26 Cheniere Energy, Inc., Proxy, July 25, 2014, at 45. 27 ISS Report on Cheniere Energy, Inc., August 21, 2014 at 1. 23

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against the “Say-on-Pay” resolution, noting that “overlapping stock grants have escalated CEO pay disproportionally … [and] all NEOs receive ample other cash awards, including under a discretionary bonus plan.” 28 Glass Lewis similarly recommended that its clients vote against the “Say-on-Pay” resolution at the September 2014 Meeting. Among other things, Glass Lewis noted that the “equity awards granted to [the CEO] and his executive team during the past three years have been a source of controversy due to their massive size.” 29 Glass Lewis also opined that the Company’s “failure to meaningfully reform its compensation program in light of its recent vote results is a serious cause for continued shareholder concern.” 30 At the September 2014 meeting, 87.7 million shares were voted “against” the “Say-on-Pay” proposal, constituting a majority of the shares cast on that matter. 31 Of the more than 1500 U.S. public companies with market capitalizations over $1 billion that held a “Say-on-Pay” vote in 2014, only 34 companies (including Cheniere) received more “against” votes than “for” votes. 32 In terms of stockholder support for its executive compensation practices, Cheniere is, thus, in the bottom 2.3% of companies with market capitalizations over $1 billion. Indeed, according to data compiled by Equilar, Inc. the median support for “Say-on-Pay” resolutions in 2014 at companies with market capitalizations over $1 billion was 95.7%.33 A partial list of institutional investors that voted against the “Say-on-Pay” resolution is shown in Table 6. I understand that the Company and its Board has made net awards under the Plan of more than 27.1 million shares as compensation to executives, employees, directors, and consultants. (Under the Company’s other equity incentive plans, including plans adopted in 1997 and 2003, the Company has granted an additional 20 million restricted and phantom shares to its executives, employees, directors and consultants.) In the three years beginning with 2011, the recognized cost of these compensation programs has been more than $350 million, with another $230 million in expense to be recognized as the restricted stock grants vest during subsequent fiscal years (i.e. beginning with 2014). 34 These amounts, as calculated by the Company under the accounting rules reflect the so-called “grant date fair value” of the awards, not the gains realized by those receiving the awards, which has been much more. I understand as noted above that the Company took the position in this litigation that Amendment No. 1 was properly ratified and that, therefore, the Company had an additional 7,845,630 shares available for future grants under the Plan as of December 31, 2013.35

28

ISS Report on Cheniere Energy, Inc., August 21, 2014 at 11. Glass, Lewis & Co. Report on Cheniere Energy, Inc., August 25, 2014, at 8. 30 Glass, Lewis & Co. Report on Cheniere Energy, Inc., August 25, 2014, at 16. 31 Cheniere SEC filing, Form 8-K, filed September 17, 2014. 32 See Table 5. 33 See also Paul Hodgson, “Is the Party Over For the Highest Paid CEO in America?” Fortune Magazine, September 23, 2014 (noting that the members of the compensation committee also received very high “withhold” votes indicating that “[s]hareholders of the company were not pleased.”) 34 Cheniere Energy, Inc., Form 10-K, filed February 21, 2014, at 82. 35 Cheniere Energy, Inc., Proxy, April 28, 2014, at 56. 29

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THE SETTLEMENT AGREEMENT I have been furnished a copy of the Stipulation and Agreement of Compromise, Settlement and Release executed by the parties to this litigation on December 12, 2014 (the “Settlement Agreement”). Among other things, under the Settlement Agreement, the Company has agreed that: •

the 7,845,630 shares that in the Company’s view remained eligible for granting under Amendment No. 1 (the “Available Shares”) shall not be granted without a stockholder vote authorizing anew the use of the shares for compensation (the “New Authorizing Vote”); 36

•

the voting standard that shall be used for this vote (and all equity-plan related votes) on or before September 17, 2022, shall count abstentions as “against” votes rather than the more liberal voting standard seemingly codified in the New Bylaw Language (the “Delaware Voting Standard”); 37

•

even if the Company’s stockholders approve the granting of the Available Shares, the Company’s CEO shall not receive more than 1 million of those shares; 38 and

•

it will not seek to increase the number of shares it may grant as compensatory equity grants (beyond the Available Shares) until at least January 1, 2017, other than being permitted to make so-called inducement awards for new employees. 39

OPINION: THE LITIGATION AND SETTLEMENT AGREEMENT ARE EXTREMELY VALUABLE TO CHENIERE STOCKHOLDERS I have been asked to opine on the value of the Settlement Agreement provisions pertaining to the New Authorizing Vote, the Delaware Voting Standard, and the provision that even if the Company’s stockholders approve the granting of the Available Shares, the Company’s CEO shall not receive more than 1 million of those shares. In my opinion, the shareholders of Cheniere gain significant economic benefits from these provisions of the Settlement Agreement. I understand that Steven C. Root will be valuing the provision that Cheniere will not seek to increase the number of shares it may grant as compensatory equity grants (beyond the Available Shares) until at least January 1, 2017, other than being permitted to make so-called inducement awards for new employees. Absent the litigation and Settlement Agreement, the Board would have regarded the Available Shares as eligible for granting to executives, employees, directors and consultants of the Company. The Board has historically granted significant numbers of shares each year – averaging approximately 9 million shares between 2011 and 2013 – and I know of no reason to believe the Board would not have continued this pattern by granting, at least, the Available Shares during 2014 and 2015. Indeed, until the plaintiffs 36

Settlement Agreement at 13-14, 15. Settlement Agreement at 14. 38 Settlement Agreement at 14. 39 Settlement Agreement at 13. 37

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brought these lawsuits, it appeared the Board fully intended to grant the Available Shares, and more; that is the only explanation for the Board’s adoption of Amendment No. 2 and the (later aborted) attempt to have stockholders ratify that Amendment. At today’s stock price, the Available Shares have a value of approximately $565 million. The effect of granting the Available Shares, and having them vest, would be the dilution of the extant shares by approximately 3.3%, meaning that all the stockholders would own that much less of the future profits and value of the Company. As noted, one of the requirements of the Settlement Agreement is for a New Authorizing Vote (using the Delaware Voting Standard) before granting any of the Available Shares. Thus, as a result of the litigation and Settlement Agreement, Cheniere stockholders will now have the ability, using the Delaware Voting Standard, to decide whether the Company may or may not utilize the $565 million worth of stock as compensation to Cheniere insiders and thereby dilute the stockholders’ economic interest in the Company. That is an immediate and valuable benefit all by itself, and regardless of the outcome of the vote, that has placed in the stockholders’ hands a $565 million benefit. If the Court were to inquire as to whether Cheniere stockholders are likely to approve the use of the Available Shares for compensation purposes, it is my opinion, as a professional that has researched, participated in and studied annual meeting votes at U.S. public companies for more than a decade, that it is highly unlikely that the Company will receive the New Authorizing Vote in the foreseeable future; accordingly, stockholders will not likely suffer the dilution and $565 million wealth transfer that otherwise would have occurred absent this litigation and Settlement Agreement. I believe stockholders will not approve the New Authorizing Vote for the following reasons, among others: 1. Stockholders of the Company have recently expressed, through their voting, extreme concern with the level of executive compensation at the Company. As noted, at the September 2014 Meeting, the “Say-on-Pay” resolution was rejected, with the Company receiving more “against” votes than “for” votes. This outcome is extremely unusual, putting the Company in the bottom 2.3% of all US public companies with a market capitalization over $1 billion holding such a vote in 2014. This “Say-On-Pay” result is also more negative than the Company had experienced in prior years, demonstrating increasing frustration of the stockholders with the level of executive compensation at the Company. 40 See Table 7. 2. Based on the instant lawsuit, the negative recommendations from ISS and Glass Lewis and the voting instructions from the few institutional shareholders the were polled prior to the postponement of the June 2014 vote, I believe that the market has concluded the Company’s efforts to increase the amount of stock available for awards under the Plan at the June 2014 Meeting were not in the interests of Cheniere stockholders. The Company’s own July 2014 proxy materials make clear that by July, the Company believed stockholders were opposed to 40

The stockholder base of the Company has undoubtedly changed somewhat since the time of the September 2014 Meeting, but I have no reason to believe that the current composition of stockholders would view the Company’s compensation practices any differently than the prior stockholders.

9

Amendment No. 2 (and its attendant increase of shares available under the Plan).41 Given the sentiment of stockholders with respect to Amendment No. 2 by July 2014, it is highly likely that stockholders would similarly vote against the New Authorizing Vote, which if approved would effectively be an increase to the shares available under the Plan. 3. The influential proxy advisory firms will very likely oppose a resolution to ratify the Available Shares. At the June 2014 Meeting, both ISS and Glass Lewis recommended to their clients that investors vote against “Say-on-Pay”, the 2014-18 LTIP Plan and Amendment No. 2. The recommendation of both firms was largely based on a analysis of the Company’s prior executive compensation practices and a view that those practices were not well tailored to serve the interests of stockholders. Nothing about the past granting patterns has, of course, changed and, in my experience, the proxy advisors would likely use the same rationale in rejecting the Available Shares as they used in recommending against the 2014-19 LTIP and Amendment No. 2. 42 These firms, as noted, have considerable influence with institutional shareholders, especially when they agree with one another. Many of Cheniere’s largest stockholders subscribe to these services. 4. Stockholders will likely conclude that there is little incentive power or further alignment of interest to be gained by authorizing the Available Shares. Generally, it is my experience that institutional investors will approve equity incentive plans to help fulfill one or more of three missions: attract executive talent, retain executive talent and align the interests of executives with stockholders. The Settlement Agreement permits the Company to use other authorized shares for inducement grants to attract talent, so the Available Shares do not need to be approved for that purpose. Moreover, the executives and directors own a considerable amount of stock today, certainly enough that stockholders will almost certainly conclude the executives’ interests are well aligned with stockholders. Finally, as of the end of 2013, executives, directors, employees and consultants had been granted, but had not yet vested into, approximately 15 million shares. (Since the end of 2013, some of those shares have vested, but many remain unvested.) The value of those shares, at the year-end 2014 stock price, was more than $1 billion. I believe that stockholders will conclude that these unvested shares provide a strong incentive for executives and directors to remain working at the Company and that very little incremental employee retention benefit would be gained by the issuance of more stock to the group of existing executives and directors. Given that none of the three purposes typically served by granting stock to executives and directors would be served by issuing the Available Shares, I believe stockholders will conclude those shares are unnecessarily dilutive. 5. Measured by the Delaware Voting Standard, Amendment No. 1 did not garner approval of sufficient shares to pass at the February 2013 Meeting. See Table 1. Under the Settlement 41

Cheniere Energy, Inc., Proxy, July 25, 2014 at 33 (“After receiving feedback from stockholders and consulting with management, the Board determined that this is not the appropriate time to ask the stockholders to approve a new pool of shares.”). 42 ISS has updated its guidelines for equity pay plan evaluation for 2015. The guidelines still provide that ISS will oppose plans at companies in which the “plan is a vehicle for problematic pay practices or a pay-for-performance disconnect.” Carol Bowie, “ISS 2015 Equity Plan Scorecard FAQs”, on the Harvard Law School Forum on Corporate Governance and Financial Regulation blog, available here: http://blogs.law.harvard.edu/corpgov/2015/02/02/iss-2015-equity-plan-scorecard-faqs/.

10

Agreement, the Company has agreed it will use the Delaware Voting Standard in any new vote on equity incentive plans through at least September 17, 2022 and for the New Authorizing Vote. The Delaware Voting Standard will certainly make any ratification of the Available Shares more difficult for the Company. And, given the Company’s inability to meet that standard with Amendment No. 1, I see no reason to believe it will be successful in reaching it with the New Authorizing Vote. Indeed, to the contrary, the vote for approving the Available Shares will be more difficult for the Company than the Amendment No. 1 vote: a) At the time of the Amendment No. 1 vote, the most recent “Say-on-Pay” resolution (which was conducted at the 2012 Annual Meeting) had received overwhelming stockholder support. More than 85% of the stockholders approved of the executive compensation practices of the Company at that time. Now, however, stockholder sentiment is much different. As noted, only 45% of stockholders approved the “Say-on-Pay” resolution at the most recent annual meeting. See Table 1. b) At the time of the Amendment No. 1 vote, the total shares that were being added to the equity incentive pool (25 million) had an aggregate value of $530 million. In my experience, the proxy advisors and stockholders considering the approval of additional shares for an equity incentive plan consider the absolute dollar value of the proposed incentive pool to determine whether such incentives are reasonable or excessive. With Cheniere stock performing extremely well since the February 2013 Meeting at which Amendment No. 1 was considered, the grants that have already been made from the Amendment No. 1 pool (approximately 17.1 million shares) have in fact bestowed more than $1.2 billion of value to the recipients (at today’s stock price). Thus, stockholders who are asked to consider whether the Available Shares should be authorized for granting may well conclude that the executives, directors, employees and consultants have received, already, significantly more compensation in terms of absolute dollars than those stockholders had expected from the Amendment No. 1 shares and that the Available Shares are not required. c) Indeed, if the Company were to seek to have stockholders ratify the Available Shares today, the request would be for shares that have a current market value of approximately $565 million, which is more than the value of the 25 million shares that were the subject of Amendment No. 1 at the time of the February 2013 Meeting. See Table 1. Stockholders rejected Amendment No. 1 (when the votes are measured by the Delaware Voting Standard) and it was smaller, in absolute dollar terms, than the value of the Available Shares. For these reasons, I believe it is highly unlikely that the Company will receive approval to grant the Available Shares as incentive compensation for the foreseeable future. The benefits of the Settlement Agreement for shareholders in this respect are manifest: the Board will not be able to transfer $565 million of value from stockholders to executives, directors, employees and consultants through the granting of the Available Shares. I believe it is fair to conclude that the Board otherwise intended to do so, given the Board’s approval of Amendment No. 2 and its initial efforts to have Amendment No. 2 ratified by stockholders at the June 2014 Meeting. In short, I believe the litigation and the Settlement Agreement have saved stockholders from dilution and a value transfer of $565 million.

11

Moreover, the litigation and Settlement Agreement have created significant attention to the compensation practices of the Company and I believe stockholders will continue to pressure the Board to be more circumspect in its use of equity incentives in the future, even if the Available Shares were approved, which is highly unlikely. In that sense, this litigation will lead to greater accountability for the Board and closer attention to these equity compensation related matters by stockholders of the Company. An early sign of this greater accountability is the relatively high “withhold” votes received by members of the Compensation Committee at the September 2014 Meeting. While less quantifiable, I believe the benefit of having a Board – especially one that has shown a propensity to award large amounts of equity to executives – under intense scrutiny is substantial. The limitation on grants to the Company’s CEO will also, as a practical matter I believe, limit the dilution stockholders are likely to face. Even if the Available Shares were approved by stockholders, the CEO is not permitted to receive more than 1 million of those shares. Given the ratio of shares granted to the CEO compared with the shares granted to the other named executive officers (lately, approximately 2:1), the limitation on grants to the CEO may restrain grants to the other executives, reducing the use of equity grants all together. See Table 2.43 Finally, the use of the Delaware Voting Standard for all votes concerning equity incentive plans will make the passage of such programs more difficult and likely lead to more modest and well tailored programs in the future. With a requirement to garner a majority of the votes present at the stockholder meeting, the Company will necessarily have to design its executive compensation programs in a way that appeals to more of the stockholder base. With just 45% of the stockholders supporting the most recent “Say-on-Pay” vote, the Company will likely have to make stockholder-friendly changes in its compensation programs going forward. For these reasons, I believe the litigation and the Settlement Agreement provided significant value to the stockholders of Cheniere Energy.

____________________________________ Gregory P. Taxin February 9, 2015

43

It is also worth noting that when the ratio of grants to the CEO compared to the other executive officers was lower (in years 2010-2011), stockholders appeared more satisfied, as measured by the “Say-on-Pay” votes in those years. See Table 2. This may also indicate a stockholder preference, which has been codified in the Settlement Agreement, for more equal distribution of equity awards among the executive team.

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Appendix A Professional Experience and Education

PROFESSIONAL EXPERIENCE Managing Director Clinton Group, Inc. (2012 to October 2014) Clinton Group is an alternative asset manager founded in 1991 and advises investors in public companies around the globe. Co-Founder and Chairman Soundboard Review Services, LLC (2009 to 2011) Soundboard Review Services is an independent reviewer of Board actions, focused initially on Board actions with respect to executive compensation. Co-Founder, Managing Director and Managing Member (2007 to Present) Spotlight Advisors, LLC; Spotlight Capital Management, LLC; and related entities (New York, NY) Spotlight Advisors is an advisor to investors in public companies in North America Co-Founder, Chief Executive Officer and Director (2003 to 2007) Glass, Lewis & Co., LLC (San Francisco, CA) Glass Lewis is an independent research firm that advises institutional investors on proxy voting and public company corporate governance, accounting and transparency • • •

Oversaw the research process, including the analysis and production of reports analyzing shareholder votes at more than 13,000 public companies in 65 countries Appeared in more than 350 articles in the financial press and on multimedia outlets Presented at more than 40 conferences and educational programs for investors, Board members and related advisors

Managing Director (2001 to 2002) Banc of America Securities (San Francisco, CA) Banc of America Securities is a full-service investment and commercial bank •

Advised technology companies on capital raising and merger and acquisition transactions

Director, Member of Management Committee (2000 to 2001) Epoch Partners (San Francisco, CA) Epoch Partners was an investment bank owned partially by Charles Schwab & Co. •

Advised telecommunications and broadband data service providers on capital raising and merger and acquisition transactions

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Associate; Vice President (1997 to 2000) Goldman, Sachs & Co. (New York, NY) Goldman Sachs is a full-service investment bank •

Advised media, entertainment and telecommunications companies in US and Canada on capital raising and merger and acquisition transactions

Litigation Associate (1994 to 1997) Wachtell, Lipton, Rosen & Katz (New York, NY)

EDUCATION JD, magna cum laude (1994) Harvard Law School •

Awarded the John M. Olin fellowship in Law and Economics

AB (1990) University of California, Berkeley

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Appendix B Materials Relied Upon

All materials cited in the footnotes of this report and the Tables ProxyInsight.com data on institutional investor voting CapitalIQ.com information and data on Cheniere Energy, Inc. and peer companies Equilar data on voting results from “Say-On-Pay” votes in 2014

15

Table 1 Cheniere Energy, Inc. Votes on the Plan and Amendments

Meeting Date

Plan (or Amendment) Shares / Value Shares Stock Price Total Value (millions) (1) (millions)(2)

Stockholder Votes

June 16, 2011 February 1, 2013

10.0 25.0

$ 8.31 $ 21.23

$ 83.1 $ 530.8

Future

7.8

$ 71.24

$ 555.7

For

Against

23,459,610 77,011,739

7,320,515 57,907,345

Abstain

209,084 36,252,581

Broker NonVotes

19,308,606 -

Percentage Approving (DE Voting Standard)

75.7% 45.0% UNKNOWN

Say-On-Pay "For" Percentage (Most Recent)

Notes

90.7% 85.3%

3 4

46.3%

Notes: 1 Stock price is the closing price the day before the stockholder meeting for prior meetings. For 7.8 million shares, the price is the average of the daily closing prices in January 2015. 2 Value assumes all shares are issued as restricted stock. 3 Cheniere Energy, Form 8-K, June 22, 2011 4 Cheniere Energy, Form 8-K, February 5, 2013. Most recent Say-On-Pay vote was at 2012 Annual Meeting. Cheniere Energy, Form 8-K, June 7, 2012.

Expert Report of Gregory P. Taxin

Table 2 Cheniere Energy, Inc. Executive Compensation

Reported Executive Compensation CEO 4 Other NEOs

Year 2009 2010 2011 2012 2013

7,305,171 2,650,872 6,254,362 57,518,332 141,949,280

7,666,346 3,754,666 8,835,529 32,168,070 76,368,925

Grant Date Fair Value of Stock Awards During The Year CEO 4 Other NEOs 5,376,000 632,700 2,977,040 49,210,000 132,930,000

4,032,000 1,295,370 4,700,800 25,308,000 68,364,000

Value Realized Upon Vesting of Stock Awards During Year CEO 4 Other NEOs 522,797 1,673,835 16,215,230 19,178,997 129,946,736

501,288 2,422,662 12,579,497 11,061,190 69,343,436

Notes: 1 2 3 4 5 6

Cheniere Energy, Inc., Proxy Statement, April 28, 2010, at 37, 42, 43. (Excludes Turkleson, who left during 2009) Cheniere Energy, Inc., Proxy Statement, April 28, 2011, at 35, 41, 42. Cheniere Energy, Inc., Proxy Statement, April 19, 2012, at 38, 43, 44. Cheniere Energy, Inc., Proxy Statement, April 26, 2013, at 37, 43. Excludes Greg Rayford. Cheniere Energy, Inc., Proxy Statement, April 28, 2014, at 35, 40, 41. Excludes Jean Abitelboul. Cheniere Energy, Inc., Form 8-Ks, June 22, 2011, June 7, 2012, June 12, 2013 and September 17, 2014.

Expert Report of Gregory P. Taxin

Value Of Unvesting Stock (and Rights) At Year End CEO 4 Other NEOs 4,825,952 9,936,000 2,305,744 45,215,986 209,778,800

4,951,177 9,936,000 3,877,913 24,708,226 112,198,240

Say-On-Pay "For" Vote (6)

90.7% 85.3% 56.7% 46.3%

Source 1 2 3 4 5

Table 3 Institutions Reporting Vote Instructions for Proposal 2 (Say on Pay) at June 2014 Stockholder Meeting

Institutions Reporting an Instruction to Vote “Against”: Alberta Investment Management Corporation (AIMco)

Neuberger Berman LLC

American Funds

Ohio Public Employees Retirement System

BlackRock

Oregon Investment Council

California State Teachers' Retirement System (CalSTRS)

Putnam Investment Management LLC

Charles Schwab Investment Management, Inc.

Royce & Associates LLC

Colorado PERA

Russell Investment Management Co.

General Board of Pension & Health Benefits of the United Methodist Church

TIAA-CREF Asset Management LLC

Jennison Associates LLC

US Global Investors, Inc. (Asset Management)

Maine PERS

Van Eck Associates Corp.

Institutions Reporting an Instruction to Vote “For”: None

Source: Data collected and reported by Proxy Insight Ltd. Expert Report of Gregory P. Taxin

Table 4 Institutions Reporting Vote Instructions For Proposal 4 (Amendment of Stock Option Plan) at June 2014 Stockholder Meeting

Institutions Reporting an Instruction to Vote “Against”: BlackRock Charles Schwab Investment Management, Inc. Colorado PERA General Board of Pension & Health Benefits of the United Methodist Church Jennison Associates LLC Maine PERS Neuberger Berman LLC

Institutions Reporting an Instruction to Vote “For”: None

Source: Data collected and reported by Proxy Insight Ltd. Expert Report of Gregory P. Taxin

Oregon Investment Council Putnam Investment Management LLC Royce & Associates LLC Russell Investment Management Co. TIAA-CREF Asset Management LLC US Global Investors, Inc. (Asset Management)

Table 5 Companies With $1 Billion+ Market Capitalizations Reporting More “Against” Votes than “For” Votes on Say-On-Pay Resolutions During 2014*

Allscripts Healthcare Solutions, Inc. American Realty Capital Properties, Inc. CBL & Associates Properties Inc Cheniere Energy Inc Chipotle Mexican Grill Inc Cogent Communications Group Inc Commvault Systems Inc CYS Investments, Inc. Expeditors International Of Washington Inc Firstmerit Corp /Oh/ Fleetcor Technologies Inc Fusion-IO, Inc. Globe Specialty Metals Inc Guess Inc Hasbro Inc Lexington Realty Trust Mack Cali Realty Corp

Masimo Corp Medidata Solutions, Inc. New York Community Bancorp Inc Oracle Corp Pacwest Bancorp Riverbed Technology, Inc. Rovi Corp Sensient Technologies Corp Splunk Inc Staples Inc TCF Financial Corp TRW Automotive Holdings Corp Tutor Perini Corp United Therapeutics Corp VCA Antech Inc Viewpoint Financial Group Inc. Whiting Petroleum Corp

Source: Equilar, Inc. *Market Capitalization measured at the end of each company’s fiscal year. Expert Report of Gregory P. Taxin

Table 6 Institutions Reporting a Vote Against “Say on Pay” Proposal 2 at September 2014 Stockholder Meeting

ACT Government (Australia) Alberta Investment Management Corporation (AIMco) APG (Stichting PF ABP) AXA Equitable Life Insurance Co. AXA Investment Managers bpfBOUW (De Stichting Bedrijfstakpensioenfonds voor de Bouwnijverheid) Caisse de dépôt et placement du Québec California State Teachers' Retirement System (CalSTRS) Calvert Investment Management, Inc. Canada Pension Plan Investment Board (CPPIB) Colorado Fire & Police Pension Association (FPPACO) Colorado PERA Desjardins Funds Dreyfus Corp. F&C Asset Management

Florida State Board of Administration General Board of Pension & Health Benefits of the United Methodist Church Illinois State Board of Investment Maine PERS Maryland State Retirement and Pension System Norges Bank Investment Management Ohio Public Employees Retirement System Ohio School Employees Retirement System (SERS) PGGM Investments State of Connecticut Retirement Plans & Trust Funds State of Wisconsin Investment Board Tandtechniek Stichting Pernsioenonds United Services Automobile Association (USAA) Virginia Retirement System

Source: Data collected and reported by Proxy Insight. Note that mutual fund companies have not yet filed Form N-PX for the period during which the September 2014 Stockholder meeting took place; accordingly, this list is incomplete. Expert Report of Gregory P. Taxin

Table 7 Cheniere Energy, Inc. Say-On-Pay Resolution Results

Say-on-Pay Votes Year

Meeting Date

2010 2011 2012 2013

June 16, 2011 June 1, 2012 June 6, 2013 September 11, 2014

For

28,122,523 92,495,311 96,766,135 75,981,397

Against

Abstain

2,709,595 12,092,509 56,888,707 87,669,193

157,091 3,852,621 17,154,487 516,122

Notes: 1 2 3 4

Cheniere Energy, Form 8-K, June 22, 2011 Cheniere Energy, Form 8-K, June 7, 2012 Cheniere Energy, Form 8-K, June 12, 2013 Cheniere Energy, Form 8-K, September 17, 2014

Expert Report of Gregory P. Taxin

Broker-Non Votes

19,308,606 27,187,084 33,842,226 33,288,256

"For" Percentage

Notes

90.7% 85.3% 56.7% 46.3%

1 2 3 4

EXHIBIT 4

EXHIBIT 5

In re Cheniere Energy, Inc. Stockholders Litigation: Summary of Plaintiffs’ Counsel’s Hours, Lodestar and Expenses Firm

Hours Expended

Lodestar

Expenses

Andrews & Springer, LLC

420.30

$245,788.50

$11,665.08

Barrack, Rodos & Bacine

1,736.75

$1,019,421.25

$168,290.15

Berger & Montague, P.C.

144.35

$82,106.66

$386.22

Bernstein Litowitz Berger & Grossmann LLP

332.50

$195,682.50

$2,417.71

Grant & Eisenhofer P.A.

402.40

$295,975.00

$26,606.31

Totals

3,036,30

$1,838,973.91

$209,365.47

EXHIBIT 5A

EXHIBIT 5B

EXHIBIT 5C

EXHIBIT 5D

EXHIBIT 5D

EXHIBIT 5E