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 • Vine Energy Inc. • 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”).
MERGER SUPPORT AGREEMENTMerger Support Agreement • August 11th, 2021 • Vine Energy Inc. • 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”).
TAX RECEIVABLE AGREEMENT AMENDMENTTax Receivable Agreement • August 11th, 2021 • Vine Energy Inc. • Crude petroleum & natural gas
This Tax Receivable Agreement Amendment (the “Agreement”) is entered into as of August 10, 2021, by and among Vine Energy Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”) and each of the TRA Parties that are a party hereto.
