AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, COLEBURN INC. and WILDHORSE RESOURCE DEVELOPMENT CORPORATION Dated as of October 29, 2018Merger Agreement • October 30th, 2018 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma
AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2018 (this “Agreement”), among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Coleburn Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 30th, 2018 • Chesapeake Energy Corp • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among CP VI Eagle Holdings, L.P. (the “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 30th, 2018 • Chesapeake Energy Corp • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among Jay Carlton Graham (“Graham”), Esquisto Holdings, LLC, a Delaware limited liability company (“Esquisto Holdings”), WHE AcqCo Holdings, LLC, a Delaware limited liability company (“WHE AcqCo”), and WHR Holdings, LLC, a Delaware limited liability company (“WHR Holdings”), and NGP XI US Holdings, L.P., a Delaware limited partnership (“NGP XI” and, together with Graham, Esquisto Holdings, WHE AcqCo and WHR Holdings collectively, the “Stockholders” and each a “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger A
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2018 • Chesapeake Energy Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”), is made and entered into as of October 29, 2018, by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and each of the other parties listed on the signature pages hereto (together with Parent, the “Parties”).
