AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, HANNIBAL MERGER SUB, INC., HANNIBAL MERGER SUB, LLC, VINE ENERGY INC. and VINE ENERGY HOLDINGS LLC Dated as of August 10, 2021Merger Agreement • August 11th, 2021 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma
This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2021 (this “Agreement”), is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub Inc.”), Hannibal Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger Subs”), Vine Energy Inc., a Delaware corporation (the “Company”), and Vine Energy Holdings LLC, a Delaware limited liability company (“Holdings” and together with the Company, the “Group Companies”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2021 • Chesapeake Energy Corp • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2021, to be effective as of the Effective Time (as defined below), is by and among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), Brix Investment LLC, Brix Investment II LLC, Harvest Investment LLC, Harvest Investment II LLC, Vine Investment LLC and Vine Investment II LLC, and any Affiliates or Transferees thereof, that hold Registrable Securities (each individually, a “Blackstone Holder” and collectively, the “Blackstone Holders”).
MERGER SUPPORT AGREEMENTMerger Support Agreement • August 11th, 2021 • Chesapeake Energy Corp • Crude petroleum & natural gas • Delaware
This MERGER SUPPORT AGREEMENT, dated as of August 10, 2021 (this “Agreement”), is made and entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Hannibal Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub Inc.”), Hannibal Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub LLC” and together with Merger Sub Inc., “Merger Subs”), Vine Energy Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed on the signature pages hereto (the “Stockholders” and, together with Parent, Merger Subs, and the Company, the “Parties”).
