AGREEMENT AND PLAN OF MERGER among CHAPARRAL ENERGY, INC., CHAPARRAL EXPLORATION, L.L.C. and EDGE PETROLEUM CORPORATION Dated July 14, 2008Merger Agreement • July 15th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER, executed this 14th day of July, 2008 (this “Agreement”), is by and among Chaparral Energy, Inc., a Delaware corporation (“Parent”), Chaparral Exploration, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub,” and together with Parent, the “Parent Parties”), and Edge Petroleum Corporation, a Delaware corporation (“Edge”).
STOCK PURCHASE AGREEMENT by and between CHAPARRAL ENERGY, INC. and MAGNETAR FINANCIAL LLCStock Purchase Agreement • July 15th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York
This STOCK PURCHASE AGREEMENT, dated as of July 14, 2008 (this “Agreement”), is by and between CHAPARRAL ENERGY, INC., a Delaware corporation (the “Company”), and MAGNETAR FINANCIAL LLC, on behalf of one or more of its Affiliates, a Delaware limited liability company (the “Purchaser”).
SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 15th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas
This SECOND AMENDMENT, dated as of July 14, 2008 (the “Second Amendment”), to that certain STOCKHOLDERS’ AGREEMENT (the “Agreement”) originally entered into as of September 29, 2006, and as amended by the First Amendment to Stockholders’ Agreement, by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), Fischer Investments, L.L.C., an Oklahoma limited liability company (“Fischer”), Altoma Energy, an Oklahoma general partnership (“Altoma”), and CHK Holdings, L.L.C., an Oklahoma limited liability company (“Chesapeake”), each person named above being referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Agreement
