Exhibit 10.34


 


EXECUTION VERSION


 


CHESAPEAKE ENERGY CORPORATION


 


Dealer Manager Agreement


 


New York, New York

August 18, 2022


 


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


 


Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022


 


Intrepid Partners, LLC

1201 Louisiana Street, Suite 600

Houston, Texas 77002


 


Ladies and Gentlemen:


 


Chesapeake Energy Corporation, an Oklahoma corporation
(the “Company”), plans to commence offers (each as described in the Prospectus defined below, each, an “Exchange
Offer” and collectively, the “Exchange Offers”) pursuant to which the Company will offer to the holders of
its outstanding (i) Class A Warrants (the “Class A Warrants”) to purchase shares of the Company’s common stock,
par value $0.01 per share (the “Common Stock”), (ii) Class B Warrants to purchase shares of Common Stock (the “Class
B Warrants”) and (iii) Class C Warrants to purchase shares of Common Stock (together with the Class A Warrants and Class B Warrants,
the “Warrants”), the opportunity to receive a number of shares (the “Shares”) of Common Stock determined
as set forth in the Exchange Offer Material (as defined below), in exchange for each of the applicable Warrants tendered by a holder thereof
and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer Material. The Company has caused the Exchange
Offer Material to be prepared and furnished to you on or prior to the date hereof for use in connection with the Exchange Offers. Certain
capitalized terms used herein are defined in Section 19 of this Agreement.


 


Any reference herein to the Pre-Effective
Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 11 of Form S-4 which were filed under the Exchange Act on
or before the filing of the Pre-Effective Registration Statement, the effective date of the Registration Statement (the
 “Effective Date”) or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms “amend,” “amendment” or “supplement” with respect to the
Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the initial filing of the Pre-Effective Registration
Statement, the Effective Date or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.


 






     


     


    

 


1.             Appointment
as Dealer Manager, Fees and Expenses.


 


(a)              
The Company hereby engages each of Citigroup Global Markets Inc., Cowen and Company, LLC and Intrepid Partners, LLC to act,
severally and not jointly, as the exclusive dealer managers for the Exchange Offers (each, a “Dealer Manager” and together,
the “Dealer Managers”). Each Dealer Manager may perform the services contemplated hereby in conjunction with their
Affiliates, and any Affiliates of any Dealer Manager performing services hereunder shall be entitled to the benefits and be subject to
the terms, limitations and conditions of this Agreement. As Dealer Manager, each of you agrees, in accordance with your respective firm’s
customary practices, to perform in connection with the Exchange Offers those services as are customarily performed by investment banking
firms acting as dealer managers of exchange offers of a like nature, including without limitation, using commercially reasonable efforts
to solicit tenders of the Warrants pursuant to the Exchange Offers, communicating with brokers, dealers, commercial banks, trust companies
and other holders of the Warrants with respect to the Exchange Offers and assisting in the distribution of the Exchange Offer Material.


 


(b)              
Other than the references to the Dealer Managers in the Exchange Offer Material, the Company agrees that it will not file, use
or publish any material in connection with the Exchange Offers, use the name Citigroup Global Markets Inc., Cowen and Company, LLC
or Intrepid Partners, LLC (or any related names of any of the foregoing), or the names of any of their respective affiliates, or refer
to any of the Dealer Managers or their relationships with the Company in any such material, unless the Company has furnished a copy of
such material to each Dealer Manager for its review prior to filing, use or publication and will not file, use or publish any such material
to which any Dealer Manager reasonably objects. There shall be no fee for any such permitted use or reference other than as set forth
herein.


 


2.             Compensation.


 


(a)              
The Company agrees to pay to the Dealer Managers an aggregate fee (the “Fee”), with respect to each Exchange
Offer, equal to 25 basis points, multiplied by the product of (a) the number of Warrants tendered and accepted by the Company
for exchange in the applicable Exchange Offer, (b) the Class A Warrant Entitlement, the Class B Warrant Entitlement or the Class C Warrant
Entitlement (each as defined in the Schedule TO), as applicable, and (c) the closing price of the Common Stock reported on The Nasdaq
Stock Market LLC on the Expiration Date of the applicable Exchange Offer. Of the aggregate Fee payable for each Exchange Offer, the Company
shall pay 50% to Citigroup Global Markets Inc., 25% to Cowen and Company LLC and 25% to Intrepid Partners, LLC.


 


(b)              
Unless this Agreement has been terminated by the Company pursuant to Section 9(a)(ii), the Company shall promptly reimburse
the Dealer Managers, without regard to consummation of any of the Exchange Offers, on demand for the Dealer Managers’ reasonable
out-of-pocket expenses that shall have been reasonably incurred by them in connection with preparing for and performing their functions
as Dealer Manager in accordance with this Agreement, including the reasonable fees, costs and out-of-pocket expenses of counsel for its
representation of the Dealer Managers in connection therewith.


 






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3.             Representations and Warranties of the Company. The Company represents and warrants to and agrees with the Dealer Managers
that:


 


(a)              
The Company has prepared and filed with the Commission the Schedule TO and a registration statement on Form S-4, including a related
preliminary prospectus/offers to exchange, for registration under the Act of the offering and sale of the Shares in connection with the
Exchange Offers. Following the effectiveness of the Registration Statement, the Company will file with the Commission a final prospectus
in accordance with Rule 424(b) if required by Commission rules. As filed, such preliminary prospectus, Schedule TO and final prospectus
shall contain all information required by the Act and the Exchange Act and the rules and regulations of the Commission thereunder.


 


(b)              
(i) The Pre-Effective Registration Statement and any amendment thereto, as of the Commencement Date, the Registration Statement,
as of the Effective Date, each Expiration Date and each Exchange Date, and the Preliminary Prospectus and any amendments and supplements
thereto, as of its date, the Commencement Date and each Exchange Date, comply, and will comply, in all material respects with the Act
and the Exchange Act and the rules and regulations of the Commission thereunder (including Rule 13e-4 and Regulation 14E under the Exchange
Act), (ii) the Prospectus (together with any supplement and amendment thereto), as of the date it is first filed in accordance with Rule
424(b) under the Act (if it is so filed) and each Exchange Date, will comply, in all material respects with the Act and the Exchange Act
and the rules and regulations of the Commission thereunder (including Rule 13e-4 and Regulation 14E under the Exchange Act), (iii) the
Pre-Effective Registration Statement and any amendment thereto as of the Commencement Date, and the Registration Statement, as of the
Effective Date, each Expiration Date and each Exchange Date, did not contain, and will not contain, any untrue statement of a material
fact and did not omit, and will not omit, to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (iv) the Preliminary Prospectus as of its date did not include any untrue statement of a material fact and did not omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
and (v) the Prospectus (together with any supplement or amendment thereto), as of the date it is first filed in accordance with Rule 424(b)
(if required), each Expiration Date and each Exchange Date, will not include any untrue statement of a material fact and will not omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the
Pre-Effective Registration Statement or the Registration Statement, or included in or omitted from any Preliminary Prospectus or the Prospectus
(or any supplement or amendment thereto) in reliance upon and in conformity with information furnished to the Company in writing by or
on behalf of any Dealer Manager expressly for inclusion therein (the “Dealer Manager Information”), it being understood
that the Dealer Manager Information in the Preliminary Prospectus shall include only the names and the contact information of the Dealer
Managers in the Preliminary Prospectus and on the back cover of the Preliminary Prospectus.


 






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(c)              
 Any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Exchange Offers (each, an
 “Issuer Free Writing Prospectus”) does not and will not conflict with the information contained in the Pre-Effective
Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus; each Issuer Free Writing Prospectus,
in each case as supplemented by and taken together with the Registration Statement or the Prospectus as of the date of the use of such
Issuer Free Writing Prospectus, did not and will not include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty does not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with the Dealer Manager Information.


 


(d)              
The documents incorporated by reference in the Registration Statement and the Prospectus and the Schedule TO, when they became
effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and, in the case of documents incorporated
by reference in the Registration Statement, none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of documents
incorporated by reference in the Prospectus, none of such documents included an untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
and any further documents so filed and incorporated by reference in the Prospectus, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and will not include an untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with the Dealer Manager Information.


 


(e)              
No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission.


 


(f)               
Except as disclosed in the Registration Statement, the Preliminary Prospectus and the Prospectus, there are no contracts, agreements
or understandings between the Company and any person granting such person the right to require the Company to file a registration statement
under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such
securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other
registration statement filed by the Company under the Act.


 






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(g)              
 The Company has not paid or agreed to pay to any person any compensation for (i) soliciting another person to purchase any of
its securities pursuant to the Exchange Offers or (ii) soliciting tenders by holders of Warrants pursuant to the Exchange Offers (except
as contemplated in this Agreement and the Exchange Offer Material).


 


(h)              
The Company’s capital stock conforms in all material respects to the description thereof contained in the Preliminary Prospectus
and Prospectus.


 


(i)                
Assuming the completion of the Exchange Offers as contemplated by the Exchange Offer Material, the Shares to be issued in exchange
for the Warrants as contemplated by the Exchange Offer Material have been duly authorized for issuance and sale by the Company, and, when
issued and delivered as contemplated therein, will be duly and validly issued, fully paid and nonassessable; neither the filing of the
Registration Statement nor the issuance of the Shares as contemplated by the Exchange Offer Material will give rise to any preemptive
or similar rights, other than those which have been waived or satisfied or those relating to the registration of the Shares.


 


(j)                
The Company has filed with the Commission pursuant to Rule 13e-4(c)(1) under the Exchange Act (or Rule 425 under the Act) or otherwise
all written communications made by the Company or any affiliate of the Company in connection with or relating to the Exchange Offers that
are required to be filed with the Commission, in each case on the date of their first use.


 


(k)              
The Company has complied in all material respects with the Act and the Exchange Act and the rules and regulations of the Commission
thereunder in connection with the Exchange Offers, the Exchange Offer Material and the transactions contemplated hereby and thereby.


 


(l)                
The Company has full corporate power and authority to take, and has duly taken, all necessary corporate action to authorize (i)
the Exchange Offers and the other transactions contemplated by this Agreement or the Exchange Offer Material and (ii) the execution, delivery
and performance of this Agreement and all related agreements by the Company, and this Agreement has been duly executed and delivered on
behalf of the Company and, assuming due authorization, execution and delivery of this Agreement by each of you, is a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforceability hereof
may be limited by (x) bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to creditors’
rights generally and (y) general principles of equity.


 






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(m)             The
financial statements of the Company, the Vine Entities, Chief, the Radler Sellers, the Tug Hill Sellers and their respective
subsidiaries, and the related notes thereto, in each case, included or incorporated by reference in each of the Preliminary
Prospectus and the Prospectus present fairly in all material respects the financial position of the Company, the Vine Entities,
Chief, the Radler Sellers, the Tug Hill Sellers and their respective subsidiaries, as applicable, as of the dates indicated and the
results of their operations and the changes in their cash flows for the periods specified (or, in the case of the Radler Sellers and
the Tug Hill Sellers, the statements of revenues and direct operating expenses associated with the Radler Properties and the Tug
Hill Properties, as applicable, for the periods specified); such financial statements have been prepared in all material respects in
conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the
periods covered thereby; the other financial information relating to the Company, the Vine Entities, Chief, the Radler Sellers, the
Tug Hill Sellers and their respective subsidiaries, in each case, included in each of the Preliminary Prospectus and the Prospectus
has been derived from the accounting records of the Company, the Vine Entities, Chief, the Radler Sellers, the Tug Hill Sellers and
their respective subsidiaries, respectively, and presents fairly in all material respects the information shown thereby; and the pro
forma financial information and the related notes thereto included in each of the Preliminary Prospectus and the Prospectus has been
prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the
assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Preliminary Prospectus
and the Prospectus. All disclosures contained in the Preliminary Prospectus and the Prospectus regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with
Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable.


 


(n)              
The financial statements of the Company, the Vine Entities, Chief, the Radler Sellers, the Tug Hill Sellers and their respective
subsidiaries, and the related notes thereto, in each case, included or incorporated by reference in each of the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Act (“Regulation
S-X”) and the Exchange Act and present fairly in all material respects the financial position, results of operations, cash flows
and revenues and direct operating expenses, as applicable, of the entities and assets, as applicable, purported to be shown thereby on
the basis stated therein at the respective dates or for the respective periods involved. Any summary or selected financial information
set forth in the Pre-Effective Registration Statement, Registration Statement, the Preliminary Prospectus and the Prospectus is accurately
presented in all material respects and prepared on a basis consistent with the audited and unaudited financial statements from which it
has been derived. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Pre-Effective Registration
Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all
material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.


 


(o)               Neither
the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or
incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus any material loss or
interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement,
the Preliminary Prospectus and the Prospectus; and, since the respective dates as of which information is given in the Registration
Statement, the Preliminary Prospectus and the Prospectus, there has not been any change in the capital stock, partnership interests,
membership interests or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general affairs, management, financial position,
stockholders’ equity (or partners’ interests or members’ interests) or results of operations of the Company and
its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Preliminary
Prospectus and the Prospectus;


 






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(p)              
Except as disclosed in the Registration Statement, the Preliminary Prospectus and the Prospectus, each of the Company and its subsidiaries
has (i) good and defensible title to its oil and gas properties, (ii) good and marketable title to all other real property owned by it
to the extent necessary to carry on its business, (iii) good and marketable title to all personal property owned by it, and (iv) good
and defensible title to the easements, leases and subleases material to the business of the Company and its subsidiaries, in each case
free and clear of all liens, encumbrances and defects that materially affect the value of the properties of the Company and its subsidiaries,
considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties,
by the Company and its subsidiaries, considered as one enterprise.


 


(q)              
The Company and each of its subsidiaries has been duly incorporated or formed and is validly existing as a corporation, limited
partnership or limited liability company in good standing under the laws of its respective jurisdiction of incorporation or formation,
with power and authority (corporate, limited partnership, limited liability company and other) to own its properties and conduct its business
as described in the Pre-Effective Registration Statement, Registration Statement, the Preliminary Prospectus and the Prospectus, and has
been duly qualified as a foreign corporation, limited partnership or limited liability company for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require
such qualification, except where the failure to be so qualified would not reasonably be expected to, individually or in the aggregate,
have a material adverse effect on the condition (financial or other), business, prospects, properties or results of operations of the
Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (“Material
Adverse Effect”).


 


(r)               
The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital
stock, partnership interests or membership interests, as applicable, of each subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and, except as disclosed in the Registration Statement, the Preliminary Prospectus and the
Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances and defects.


 






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(s)               
 None of the Company or any of its affiliates has taken any action which is designed to or which has constituted or which might
have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with
the Exchange Offers.


 


(t)                
The Exchange Offers, the other transactions contemplated by this Agreement or the Exchange Offer Material and the execution, delivery
and performance of this Agreement and all related agreements by the Company (i) will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries is bound or to which any
of the property or assets of the Company or its subsidiaries is subject, except, in the case of this clause (i), for such conflicts, breaches,
defaults, liens, charges or encumbrances described in the Exchange Offer Material or as would not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect, (ii) will not result in any violation of the provisions of the Certificate of Incorporation
or Bylaws or equivalent organizational documents of the Company or its subsidiaries and (iii) will not result in any violation of any
statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or its subsidiaries
or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or
governmental agency or body is required in connection with the execution, delivery and performance of this Agreement or any related agreement
by the Company, the making or the consummation by the Company of the Exchange Offers or the consummation of the other transactions contemplated
by this Agreement or the Exchange Offer Material, except for such consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or Blue Sky laws in connection with the Exchange Offers.


 


(u)              
Neither the Company nor any of its subsidiaries is (i) in violation of its Certificate of Incorporation or Bylaws or equivalent
organizational document or (ii) in default (“Default”) in the performance or observance of any material obligation,
covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which
it is a party or by which it or any of its properties may be bound, except, in the case of this clause (ii), for such Defaults as would
not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.


 


(v)              
The statements set forth in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and
the Prospectus under the captions “Description of Capital Stock—Common Stock,” “Description of Capital Stock—Warrants,”,
insofar as they purport to constitute a summary of the terms of the Shares and the Warrants, respectively, and “The Offer—Material
U.S. Federal Income Tax Consequences,” insofar as they purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair.


 






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(w)            
 Except as otherwise disclosed in each of the Preliminary Prospectus and the Prospectus, there are no pending actions, suits, governmental
or regulatory inquiries or investigations, or other proceedings against or affecting the Company, any of its subsidiaries or any of their
respective properties that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its
obligations under this Agreement, which are otherwise material in the context of the Exchange Offers; and no such actions, suits, inquiries,
investigations or proceedings are, to the Company’s knowledge, threatened or contemplated.


 


(x)              
The Company and its subsidiaries are not, and after giving effect to the Exchange Offers as described in the Pre-Effective Registration
Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, will not be, an “investment company”,
as such term is defined in Investment Company Act.


 


(y)              
The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange
Act) that complies in all material resects with the requirements of the Exchange Act and has been designed by the Company’s principal
executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s
internal control over financial reporting is reasonably effective and the Company is not aware of any material weaknesses in its internal
control over financial reporting.


 


(z)              
Since the date of the latest audited financial statements included or incorporated by reference in each of the Preliminary Prospectus
and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


 


(aa)           
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply
in all material respects with the requirements of the Exchange Act; made known to the chief executive officer and chief financial officer
of the Company by others within the Company or any subsidiary, and such disclosure controls and procedures are reasonably effective to
perform the functions for which they were established subject to the limitations of any such control system.


 


(bb)           PricewaterhouseCoopers
LLP, which has audited certain financial statements of the Company and its subsidiaries, is an independent registered public
accounting firm as required by the Act and the rules and regulations of the Commission thereunder. Deloitte & Touche LLP, which
has audited certain financial statements of the Vine Entities, is an independent registered public accounting firm as required by
the Act and the rules and regulations of the Commission thereunder. Grant Thornton LLP, which has audited certain financial
statements of Chief, is an independent public accountant as required by the Act and the rules and regulations of the
Commission thereunder. Whitley Penn LLP, which has audited certain financial statements of the Radler Sellers and the Tug Hill
Sellers, are independent auditors as required by the Act and the rules and regulations of the Commission thereunder.


 






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(cc)           
Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent,
affiliate or other person acting on behalf of the Company or any of its subsidiaries, has taken any action, directly or indirectly, that
would violate the Foreign Corrupt Practices Act of 1977.


 


(dd)          
The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with the requirements
of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT
of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which
the Company and its subsidiaries conduct business (collectively, the “Money Laundering Laws”) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(ee)           
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S.
Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
or other relevant sanctions authority and the Company will not directly or indirectly lend, contribute or otherwise make available any
corporate funds to any subsidiary, joint venture partner or other person or entity currently subject to sanctions administered by OFAC.


 


(ff)             
Except as disclosed in each of the Preliminary Prospectus and the Prospectus, neither the Company nor any of its subsidiaries is
in violation of any applicable and binding statute, rule, regulation, decision or order of any governmental agency or any court, domestic
or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates
any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination
pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, any of which violation, contamination,
liability or claim would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and to the Company’s
knowledge, there are no pending investigations which could reasonably be expected to result in such a claim.


 


(gg)           Each
employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for
employees or former employees of the Company and its affiliates has been maintained in compliance, in all material respects, with
its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the
Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section
406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding any transactions effected pursuant to
a statutory or administrative exemption and transactions which, individually or in the aggregate, would not have a Material Adverse
Effect; and no such plan is subject to Title IV of ERISA or the funding rules of Section 412 of the Code or Section 302 of
ERISA.


 






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(hh)          
Except as disclosed in each of the Preliminary Prospectus and the Prospectus, the proved reserves for crude oil and natural gas
for each of the periods presented in each of the Preliminary Prospectus and the Prospectus were prepared in accordance with the Statement
of Financial Accounting Standards No. 69 and Rule 4-10 of Regulation S-X.


 


(ii)             
LaRoche Petroleum Consultants, Ltd. are independent petroleum engineers with respect to the Company and its subsidiaries. Netherland,
Sewell & Associates, Inc. were independent petroleum engineers with respect to each of Chief, the Radler Sellers and the Tug Hill
Sellers prior to the Chief Acquisition.


 


(jj)             
There is and has been no failure on the part of the Company or any of the officers and directors of the Company, in their capacities
as such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations in connection
therewith, including without limitation Section 402 related to loans and Sections 302 and 906 related to certifications.


 


(kk)           To
the Company’s and its subsidiaries’ knowledge, except as would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, the Company’s and its subsidiaries’ information technology assets and
equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT
Systems”) (i) are adequate for, and operate and perform in all material respects as required in connection with the
operation of the businesses of the Company and its subsidiaries as currently conducted and as proposed to be conducted in each of
the Preliminary Prospectus and the Prospectus, (ii) have not malfunctioned or failed and (iii) are free and clear of all bugs,
errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or
hardware components that are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the IT Systems.
The Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological
safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their material IT Systems and
data and information (including all personal, personally identifiable, sensitive, confidential or regulated data and information of
their respective customers, employees, suppliers and vendors, any third-party data maintained, processed or stored by the Company
and its subsidiaries and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)
(collectively, “Data”). Except as would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any
event or condition that would reasonably be expected to result in, any security breach, violation, outage, destruction, loss,
misappropriation, modification, misuse, unauthorized access, use, disclosure or other compromise to their IT Systems and Data (each,
a “Breach”). The Company and its subsidiaries are presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of IT Systems and Data (collectively, the “Data
Security Obligations”) and to the protection of such IT Systems and Data from a Breach, except as would not, individually
or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, neither the Company nor any of its
subsidiaries have received any notification of or complaint regarding, or is aware of any other facts that, individually or in the
aggregate, that would reasonably indicate non-compliance with any Data Security Obligation and there is no action, suit, proceeding
or claim by or before any court or governmental or regulatory agency, authority or body pending or, to the Company’s or its
subsidiaries’ knowledge, threatened, alleging non-compliance with any Data Security Obligation.


 






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(ll)             
Each of the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or other adequate rights to
use, or can acquire on reasonable terms, all inventions, patents, trademarks, tradenames, service marks, copyrights, trade secrets, know-how,
social media identifiers and accounts, software, domain names and all other worldwide intellectual property and similar proprietary rights
(including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual
Property”) in connection with their respective businesses now operated by them, which are necessary for the conduct of their
respective businesses, except where the failure to own, license or have such rights would not, individually or in the aggregate, have
a Material Adverse Effect. Neither the Company nor any of its subsidiaries have knowingly infringed, misappropriated, or otherwise violated
any Intellectual Property Rights of others, nor have the Company nor its subsidiaries received any notice alleging any infringement, misappropriation
or other violation of or conflict with any Intellectual Property rights of others, which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. There is no pending, or to the Company’s or
its subsidiaries’ knowledge, threatened, action, suit, proceeding or claim regarding the same.


 


(mm)      Except
as otherwise disclosed in each of the Preliminary Prospectus and the Prospectus, the Company and each of its subsidiaries have filed
all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested
extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect)
and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not, individually or
in the aggregate, have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves
required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined
adversely to the Company or any of its subsidiaries which, individually or in the aggregate, has had (nor does the Company nor any
of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely
to the Company or its subsidiaries and which could reasonably be expected to have) a Material Adverse Effect.


 






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(nn)          
No labor dispute with the employees of the Company or any subsidiary thereof exists or, to the knowledge of the Company, is imminent
that would reasonably be expected to have a Material Adverse Effect.


 


(oo)          
No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in any
of the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus has been made or
reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


4.             Representations, Warranties and Agreements of the Dealer Managers. Each Dealer Manager hereby represents, warrants and agrees,
severally and not jointly, that:


 


(a)              
Such Dealer Manager will not (i) cause to be disseminated to holders, dealers or the public any written material for or in connection
with the Exchange Offers other than one or more of the Exchange Offer Material and any Issuer Free Writing Prospectus relating to the
Exchange Offers in a form agreed between the Company and the Dealer Managers, or (ii) make any public oral communications relating to
the Exchange Offers that have not been previously approved by the Company.


 


(b)              
Such Dealer Manager’s acceptance of this Agreement has been duly authorized, executed and delivered by such Dealer Manager.


 


5.             Agreements.
The Company agrees with the Dealer Managers that:


 


(a)               Prior
to the termination of the Exchange Offers, the Company will not file any amendment to the Pre-Effective Registration Statement or
the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus (other than an amendment or supplement as a
result of filings by the Company under the Exchange Act of documents incorporated by reference therein) unless the Company has
furnished each Dealer Manager a copy of such proposed amendment or supplement, as applicable, for its review prior to filing and
will not file any such proposed amendment or supplement to which any Dealer Manager reasonably objects. Subject to the foregoing
sentence, if the Registration Statement has become or becomes effective, or filing of the Preliminary Prospectus or the Prospectus
is otherwise required under the Act or the Exchange Act and the rules and regulations of the Commission thereunder, the Company will
cause the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) or in an amendment to the Registration Statement, whichever is applicable,
within the time period prescribed. The Company will promptly advise the Dealer Managers (i) when the Registration Statement, and any
amendment thereto, shall have become effective, (ii) when the Preliminary Prospectus or the Prospectus, and any supplement thereto
or any document incorporated therein, shall have been filed (if required) with the Commission, (iii) when, prior to termination of
the Exchange Offers, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by
the Commission or its staff for any amendment of the Pre-Effective Registration Statement or the Registration Statement or
supplement to the Preliminary Prospectus or the Prospectus or for any additional information, (v) the issuance by the Commission of
any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or the initiation
or threatening of any proceeding for any such purpose, and (vi) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Shares for sale in any jurisdiction within the United States or the initiation or
threatening of any proceeding for such purpose. In the event of the issuance of any such stop order or of any such order preventing
or suspending the use of the Preliminary Prospectus or the Prospectus, the Company will use its reasonable best efforts to obtain
its withdrawal. The Company agrees to use its reasonable best efforts to cause the Registration Statement to become effective as
soon as practicable and as much in advance of each Expiration Date as practicable.


 






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(b)              
The Company will furnish to the Dealer Managers and counsel for the Dealer Managers, without charge, conformed copies of the Registration
Statement (including exhibits thereto) and as many copies of the Exchange Offer Material and the Prospectus in final form as the Dealer
Managers may reasonably request.


 


(c)              
The Company will comply with the Act and the Exchange Act and the rules and regulations of the Commission thereunder so as to permit
the completion of the distribution of the Shares issued in the Exchange Offers, as contemplated by this Agreement, the Registration Statement
and the Prospectus. If, at any time when a prospectus relating to the Exchange Offers is required to be delivered under the Act or the
Exchange Act and the rules and regulations of the Commission thereunder, any event occurs as a result of which the Prospectus as then
supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus to comply with the Act and the rules and regulations of the Commission thereunder, in connection
with use or delivery of the Exchange Offer Material, the Company promptly will (i) notify each Dealer Manager of any such event, at which
time the Dealer Managers shall be entitled to cease soliciting tenders until such time as the Company has complied with clause (iv) of
this sentence, (ii) upon the request of the Dealer Managers, prepare and file with the Commission, subject to the first sentence of paragraph
(a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance, (iii)
use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as
soon as practicable in order to avoid any disruption in use of the Prospectus, and (iv) supply any supplemented Exchange Offer Material
to the Dealer Managers in such quantities as they may reasonably request.


 


(d)               The
Company agrees to advise the Dealer Managers promptly of (i) any proposal by the Company to withdraw, rescind or modify the Exchange
Offer Material or to withdraw, rescind or terminate the Exchange Offers or the exercise by the Company of any right not to exchange
any of the Warrants pursuant to the Exchange Offers, (ii) its awareness of the issuance of a stop order suspending the effectiveness
of the Registration Statement or of any notice objecting to its use by the Commission or any other regulatory authority, or the
institution or threatening of any proceedings for that purpose (and will promptly furnish the Dealer Managers with a copy of any
such order), (iii) its awareness of the occurrence of any development that could reasonably be expected to result in a Material
Adverse Effect relating to or affecting the Exchange Offers and (iv) any other non-privileged information relating to the Exchange
Offers, the Exchange Offer Material or this Agreement which the Dealer Managers may from time to time reasonably request.


 






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(e)              
To the extent it is permitted by law, the Company will inform the Dealer Managers of any material litigation or administrative
action with respect to the Exchange Offers as soon as practicable after the Company becomes aware of it.


 


(f)               
As soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), the Company will make generally available to its security holders (which may be satisfied by filing
with EDGAR) an earnings statement or statements of the Company and the subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158).


 


(g)              
The Company will promptly take such action as the Dealer Managers may reasonably request to qualify the Shares for offering and
sale under the securities laws of such jurisdictions as the Dealer Managers may request and to comply with such laws so as to permit the
continuance of sales and dealings in such jurisdictions for as long as may be necessary to complete the Exchange Offers; provided,
however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction. The Company will promptly advise the Dealer Managers of the receipt by the Company
of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.


 


(h)              
Prior to the termination of each of the Exchange Offers, the Company will not, and will not permit any of its Affiliates to, resell
any Shares that have been acquired by them.


 


(i)                
The Company will cause all Warrants accepted in the Exchange Offers to be cancelled.


 


(j)                
The Company will cooperate with the Dealer Managers to permit the Shares to be eligible for clearance and settlement through The
Depository Trust Company.


 






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(k)               The
Company agrees to pay the costs and expenses relating to the transactions contemplated hereunder, including without limitation the
following: (i) the preparation of this Agreement, the Prospectus, the issuance of the Shares and the fees of the information agent
and exchange agent engaged by the Company; (ii) the preparation, printing or reproduction of the Exchange Offer Material and each
amendment or supplement thereto; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and
charges for counting and packaging) of such copies of the Exchange Offer Material (and all amendments or supplements thereto) as
may, in each case, be reasonably requested for use in connection with the Exchange Offers; (iv) the preparation, printing,
authentication, issuance and delivery of certificates for the Shares, if applicable, including any stamp or transfer taxes, if any,
in connection with the original issuance of the Shares; (v) the printing (or reproduction) and delivery of this Agreement, any blue
sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the Exchange Offers;
(vi) advertising expenses in connection with the Exchange Offers, if any; (vii) any registration or qualification of the Shares for
offer and sale under the blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel
for the Dealer Managers relating to such registration and qualification); (viii) transportation and other expenses incurred by or on
behalf of Company representatives in connection with presentations to prospective participants in the Exchange Offers; (ix) the fees
and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel, if any)
for the Company; (x) fees and expenses incurred in connection with listing the Shares issued in connection with the Exchange Offers
on The Nasdaq Stock Market LLC; and (xi) all other costs and expenses incident to the performance by the Company of its obligations
hereunder and in connection with the Exchange Offers. It is understood that, except as provided in this Section 5, Section
2 and Section 7 hereof, the Dealer Managers will pay all of their own costs, including any advertising expenses connected
incurred by them.


 


(l)                
None of the Company, its Affiliates or any person acting on its or their behalf will take, directly or indirectly, any action that
is designed to cause or result in, or which might reasonably be expected to cause or result in, under the Exchange Act and the rules and
regulations of the Commission thereunder or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate
the Exchange Offers; provided that the Company shall not be responsible as to any action taken or to be taken by any Dealer Manager.


 


(m)            
The Company shall arrange for D.F. King & Co., Inc. to serve as Information Agent and Equiniti Trust Company to serve as Depositary
and authorizes the Dealer Managers to communicate with each of the Information Agent and the Depositary to facilitate the Exchange Offers.


 


(n)              
The Company agrees not to exchange any Warrants during the period beginning on the Commencement Date and ending on the applicable
Exchange Date except pursuant to and in accordance with the Exchange Offers or as otherwise agreed to in writing by the parties hereto
and permitted under applicable laws and regulations.


 


(o)               The
Company will comply in all material respects with the Act and the Exchange Act and the rules and regulations of the Commission
thereunder, including Rule 13e-4 and Rule 14e-1 under the Exchange Act, in connection with the Exchange Offers, the Exchange Offer
Material and the transactions contemplated hereby and thereby. The Company will file with the Commission pursuant to Rule
13e-4(c)(1) under the Exchange Act (or Rule 425 under the Act) or otherwise all written communications made by the Company or any
affiliate of the Company in connection with or relating to the Exchange Offers that are required to be filed with the Commission, in
each case on the date of their first use.


 






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6.             Conditions
to the Obligations of the Dealer Managers. The obligations of the Dealer Managers under this Agreement shall be subject to the accuracy
of the representations and warranties on the part of the Company contained herein, in all material respects (except for such representations
and warranties that are already qualified by materiality concepts, which representations and warranties shall be accurate in all respects),
at the Commencement Date, the Effective Date and each Exchange Date, to the accuracy, in all material respects (except for such statements
that are already qualified by materiality concepts, which statements shall be accurate in all respects), of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, in all material
respects (except for such obligations that are already qualified by materiality concepts, which obligations shall be performed in all
respects) and to the following additional conditions:


 


(a)              
The Registration Statement shall have become effective on or prior to the applicable Expiration Date.


 


(b)              
As of each Exchange Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its
use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, threatened
by the Commission; and the Prospectus shall have been timely filed with the Commission under the Act; and all requests by the Commission
for additional information shall have been complied with to the reasonable satisfaction of the Dealer Managers.


 


(c)              
Latham & Watkins LLP shall have delivered to the Dealer Managers at each of (i) the Commencement Date and (ii) each Exchange
Date its opinion in substantially the forms attached hereto as Exhibit A-1 and Exhibit A-2, respectively. In rendering such
opinion, Latham & Watkins LLP may rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon
the opinion of Derrick & Briggs, L.L.P. Latham & Watkins LLP shall have delivered to the Dealer Managers at each Exchange Date
its negative assurance letter in substantially the form attached hereto as Exhibit A-3.


 


(d)              
Derrick & Briggs, L.L.P., counsel for the Company, shall have delivered to the Dealer Managers at each of (i) the Commencement
Date and (ii) each Exchange Date its opinion letter in substantially the forms attached hereto as Exhibit B-1 and Exhibit B-2,
respectively.


 


(e)               The
Dealer Managers shall have received from Cravath, Swaine & Moore LLP, counsel for the Dealer Managers,  at  each Exchange Date, such opinion and such negative assurance letter addressed to the Dealer Managers in each case, with respect to the Exchange Offers as
the Dealer Managers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably
request for the purposes of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Moore LLP may
rely as to the incorporation of the Company and all other matters governed by Oklahoma law upon the opinion of Derrick & Briggs,
L.L.P.


 






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(f)               
At each Exchange Date, the Company shall have furnished or caused to be furnished to the Dealer Managers a certificate of the Company,
signed by the Chief Executive Officer, the President, any Vice President or any Secretary or Treasurer of the Company and a principal
financial or accounting officer of the Company, dated as of each Exchange Date, in which such officers shall state that:


 


(i)                
the representations and warranties of the Company in this Agreement are true and correct in all material respects (except for such
representations and warranties that are already qualified by materiality concepts, which representations and warranties shall be true
and correct in all respects), as of such Exchange Date;


 


(ii)             
the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to such Exchange Date;


 


(iii)           
no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have
been instituted or threatened by the Commission; and


 


(iv)            
since the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been
no Material Adverse Effect, except as set forth in or contemplated in the Prospectus as amended or supplemented.


 


(g)              
As of the Commencement Date and at each Exchange Date, Dealer Managers shall have received a certificate signed by the chief financial
officer of the Company, dated respectively as of the Commencement Date and as of each Exchange Date, with respect to financial and other
information of the Company included or incorporated by reference in the Prospectus, dated the respective dates of delivery thereof, substantially
in the form and substance set forth in Exhibit C hereto.


 






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(h)               As
of the Commencement Date and at each Exchange Date, the Company shall have requested and caused each of (i) PricewaterhouseCoopers
LLP, the independent public accountants for the Company, (ii) Deloitte & Touche LLP, the independent public accountants for the
Vine Entities prior to the Vine Acquisition, (iii) Grant Thornton LLP, the independent public accountants for Chief prior to Chief
Acquisition, and (iv) Whitley Penn LLP, the independent public accountants for the Tug Hill Sellers and the Radler Sellers prior to
the Chief Acquisition, to furnish to the Dealer Managers letters, dated respectively as of the Commencement Date and as of each
Exchange Date, in form and substance reasonably satisfactory to the Dealer Managers, containing statements and information of the
type customarily included in accountants’ “comfort letters” or bring-down comfort letters, as applicable, to the
Dealer Managers with respect to the financial statements and certain financial information contained in each of the Registration
Statement, the Preliminary Prospectus and the Prospectus, and confirming that they are independent accountants within the meaning of
the Exchange Act and the applicable published rules and regulations thereunder with respect to the Company, Vine, Chief and the
affiliates of Tug Hill, Inc., respectively; provided that the letter delivered on the Commencement Date and each Exchange Date shall
use a “cut-off” date no more than three business days prior to the Commencement Date and the applicable Exchange Date,
as applicable.


 


(i)                
As of the Commencement Date and at each Exchange Date, the Company shall have requested and caused each of (i) LaRoche Petroleum
Consultants, Ltd. and (ii) Netherland, Sewell & Associates, Inc. to furnish to the Dealer Managers letters, dated respectively as
of the Commencement Date and as of each Exchange Date, in form and substance reasonably satisfactory to the Dealer Managers, confirming
that, as of the date of its reserve report, it was an independent reserve engineer for the Company and for Chief, the Radler Sellers and
the Tug Hill Sellers, respectively, and that, as of the date of such letters, no information had come to its attention that could reasonably
have been expected to cause it to withdraw its reserve report with respect to the estimated proved reserves for the Company and for Chief,
the Radler Sellers and the Tug Hill Sellers, respectively, as of December 31, 2021.


 


(j)                
(i) Subsequent to the Commencement Date, there shall not have been any change specified in the letters referred to in Section
6(h) and Section 6(i), or (ii) subsequent to the Commencement Date or, if earlier, the dates as of which information is
given in the Preliminary Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or any development
involving a prospective change, in or affecting the condition (financial or other), business, prospects, properties or results of operations
of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Preliminary Prospectus (exclusive of any amendment or supplement thereto), the effect of which,
in any case referred to in clause (i) or (ii) above, is, in the judgment of the Dealer Managers, so material and adverse as to make it
impractical or inadvisable to market or deliver the Shares or solicit tenders of Warrants as contemplated by the Preliminary Prospectus
(exclusive of any amendment or supplement thereto).


 


(k)              
Prior to the applicable Exchange Date, the Company shall have delivered to the Dealer Managers and their counsel such further information,
certificates and documents as the Dealer Managers may reasonably request.


 


(l)                
Prior to the applicable Exchange Date, the applicable Shares shall have been approved for listing, subject to notice of issuance,
on The Nasdaq Stock Market LLC.


 






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If (i) any of the conditions specified in this
Section 6 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Dealer Managers and their counsel,
this Agreement and all obligations of the Dealer Managers hereunder may be cancelled by the Dealer Managers at, or at any time prior to,
the applicable Exchange Date. In such event, the Dealer Managers shall be entitled to publicly disclose the cancellation of its participation
in the applicable Exchange Offer or Exchange Offers via press release, subject to prior notification of the Company. Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing.


 


7.             Indemnification and Contribution.


 


(a)              
The Company will indemnify and hold harmless each Dealer Manager against any losses, claims, damages or liabilities, joint or several,
to which such Dealer Manager may become subject, under the Act, the Exchange Act and the rules and regulations of the Commission thereunder
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact included in the Preliminary Prospectus (or any amendment or supplement
thereto), the Prospectus, any Issuer Free Writing Prospectus or any other Exchange Offer Material, or any omission or alleged omission
to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, (iii) the Company’s failure to make or consummate the Exchange Offers or the withdrawal, rescission,
termination, amendment or extension of the Exchange Offers, any failure on the Company’s part to comply in any material respect
with the terms and conditions contained in the Exchange Offer Material, (iv) any action or failure to act in connection with the Exchange
Offers by the Company or its directors, officers, agents or employees or by an indemnified party at the request or with the consent of
the Company, or (v) otherwise related to or arising out of the Dealer Managers’ engagement hereunder, except, in the case of clauses
(iii), (iv) or (v) only, the Company shall not be liable to the extent that a court of competent jurisdiction shall have determined by
a final judgment that such loss, claim, damage or liability (or action in respect thereof) resulted directly from any such acts or failures
to act undertaken or omitted to be taken by the Dealer Managers through their bad faith, gross negligence or willful misconduct; and will
reimburse the Dealer Managers for any legal or other expenses reasonably incurred by it in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission contained or included, as applicable, in the Registration Statement, the Preliminary Prospectus or any
amendment or supplement thereto, the Prospectus, any Issuer Free Writing Prospectus or any other Exchange Offer Material, in reliance
upon and in conformity with the Dealer Manager Information.


 






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(b)              
 Each Dealer Manager, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages
or liabilities to which the Company may become subject, under the Act, the Exchange Act and the rules and regulations of the Commission
thereunder or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) an untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
or (ii) any untrue statement or alleged untrue statement of a material fact included in the Preliminary Prospectus (or any amendment or
supplement thereto), the Prospectus, any Issuer Free Writing Prospectus or any other Exchange Offer Material, each as prepared or approved
by the Company, or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was contained or included, as applicable, in the Registration
Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or
any other Exchange Offer Material in reliance upon and in conformity with the Dealer Manager Information; and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim
as such expenses are incurred.


 


(c)               Promptly
after receipt by an indemnified party under Section 7(a) or Section 7(b), above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such Section,
notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party otherwise than under such Section except to the extent that
it has been prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel
(including local counsel) satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such subsection for any legal
expenses of other counsel, other than local counsel if not appointed by the indemnifying party, or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of
investigation. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual
or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties
that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of
the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at
the expense of the indemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff that is not subject
to further appeal, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and
indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 






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(d)               If
the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to herein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) related to or arising out of the Exchange Offers in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the Dealer Managers on the other from the actual or
proposed transaction giving rise to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and the Dealer Managers on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Dealer
Managers on the other shall be deemed to be in the same proportion as the total value paid or proposed to be paid to holders of
Warrants pursuant to the Exchange Offers (whether or not consummated) bears to the fees actually received by the Dealer Managers
pursuant to Section 2(a) hereof (exclusive of amounts paid for reimbursement of expenses or paid under this Agreement). For
purposes of the preceding sentence, the total value paid or proposed to be paid to holders of Warrants pursuant to the Exchange
Offers shall equal (i) if the Exchange Offers are consummated, the total market value of the applicable Shares (as of each
Expiration Date) issued, and the cash consideration, if any, paid, in the Exchange Offers, or (ii) if the Exchange Offers are not
consummated, the total market value (as of the date when the Exchange Offers are terminated or otherwise withdrawn by the Company)
of the applicable Shares issuable, and the cash consideration, if any, payable, in the Exchange Offers, based on the maximum number
of Warrants that could be exchanged in the Exchange Offers as described in the Preliminary Prospectus or Prospectus immediately
before the termination or withdrawal of the Exchange Offers. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading relates to information supplied by the
Company on the one hand or by the Dealer Managers on the other and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company and the Dealer Managers agree that it
would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred to above in this Section
7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this Section 7(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Dealer Manager shall be required to contribute any amount in excess of the amount of the
compensation actually paid by the Company to such Dealer Manager in connection with its engagement. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Dealer Managers in this Section 7(d) to contribute are
several in proportion to their respective Dealer Manager obligations with respect to the Exchange Offers and not joint.


 






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(e)              
The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each Dealer Manager’s officers and directors and each person, if any,
who controls any Dealer Manager within the meaning of the Act and the rules and regulations of the Commission thereunder; and the obligations
of the Dealer Managers under this Section 7 shall be in addition to any liability which each respective Dealer Manager may otherwise
have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who
controls the Company within the meaning of the Act and the rules and regulations of the Commission thereunder.


 


8.             Certain Acknowledgments.


 


The Company acknowledges and agrees that (i) you
and your affiliates are engaged in a broad range of securities activities and may provide financing, advisory or other services to parties
whose interests may conflict with those of the Company and (ii) you or such affiliates may, for your own account or the account of customers,
purchase or sell, or hold a long or short position in, securities of the Company, including the Warrants and/or Common Stock and that
you may or may not tender any such Warrants in any Exchange Offer.


 






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In recognition of the foregoing, the Company agrees
that no Dealer Manager is required to restrict its activities as a result of this engagement, and that each Dealer Manager may undertake
any business activity without further consultation with or notification to the Company, subject to applicable law. Neither this Agreement,
the receipt by any Dealer Manager of confidential information nor any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) that would prevent or restrict any Dealer Manager from acting on
behalf of other customers or for its own account. Furthermore, the Company agrees that neither any Dealer Manager nor any member or business
of such Dealer Manager is under a duty to disclose to the Company any information whatsoever about or derived from those activities or
to account for any revenue or profits obtained in connection with such activities. However, consistent with each Dealer Manager’s
long-standing policy to hold in confidence the affairs of their customers, no Dealer Manager will use confidential information obtained
from the Company except in connection with their services to, and their relationship with, the Company.


 


The Company acknowledges and agrees that each Dealer
Manager is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Exchange
Offers contemplated hereby (including in connection with determining the terms of the Exchange Offers) and not as a financial advisor
or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Dealer Manager is advising the Company or any other
person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own
advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions
contemplated hereby, and no Dealer Manager shall have any responsibility or liability to the Company with respect thereto. Any review
by any Dealer Manager of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed
solely for the benefit of such Dealer Manager and shall not be on behalf of the Company.


 


9.             Termination;
Representations, Acknowledgments and Indemnities to Survive.


 


(a)              
Subject to Section 9(c) below, this Agreement may be terminated by the Company, at any time upon notice to the Dealer Managers,
if (i) at any time prior to the applicable Exchange Date, the Exchange Offers are terminated or withdrawn by the Company for any reason,
or (ii) the Dealer Managers do not comply in all material respects with any material covenant in Section 1.


 


(b)              
Subject to Section 9(c) below, this Agreement may be terminated by the Dealer Managers, at any time upon notice to the Company,
if (i) at any time prior to the applicable Exchange Date, the Exchange Offers are terminated or withdrawn by the Company for any reason,
(ii) the Company does not comply in all material respects with any covenant specified in Section 1, (iii) the Company shall publish,
send or otherwise distribute any amendment or supplement to the Exchange Offer Material to which any Dealer Manager shall reasonably object
or which shall be reasonably disapproved by the counsel to the Dealer Managers or (iv) the Dealer Managers cancel this Agreement pursuant
to Section 6.


 






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(c)            The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Dealer
Managers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Dealer Manager
or any controlling person of any Dealer Manager, or the Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Warrants. The provisions of Section 2, Section 5(k), Section 7 and
this Section 9(c) hereof shall survive the termination or cancellation of this Agreement.


 


10.           Notices. All communications hereunder will be in writing (or by email) and effective only on receipt, and,


 


(a)           if
sent to the Dealer Managers, will be mailed, delivered or telefaxed to:


 


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

Facsimile number: (646) 291-1469


 


Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022

Attention: Bradley Friedman

Email: Bradley.friedman@cowen.com


 


Intrepid Partners, LLC

1201 Louisiana Street, Suite 600

Houston, Texas 77002

Attention: Chief Operating Officer

Facsimile number: (281) 582-7298


 


with a copy to (which shall not constitute notice):



Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attention: Stephen L. Burns and Matthew G. Jones


 


(b)          or,
if sent to the Company, will be mailed or delivered to:


 


Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attention: Corporate Secretary

Facsimile number (405) 849-9225


 






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with a copy to:



Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Attention: Kevin Richardson


 


11.           Successors.
This Agreement shall be binding upon, and inure solely to the benefit of, the Dealer Managers, the Company and, to the extent provided
in Section 7 and Section 9(c) hereof, the officers and directors of the Company and each person who controls the Company
or any Dealer Manager, and their respective heirs, executors, administrators, personal representatives, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this Agreement. No person receiving Shares in any Exchange Offer shall
be deemed a successor or assign by reason merely of such purchase.


 


12.           Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts
of law principles thereof the application of which would result in the application of the laws of a different jurisdiction.


 


13.           Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes.


 


14.           WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT.


 


15.           Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated
hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the
City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively,
the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions,
or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such
jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document
by mail to such party’s address set forth in Section 10 shall be effective service of process for any Related Proceeding
brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified
Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that
any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.


 






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16.           Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.


 


17.           Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)), each Dealer Manager is required to obtain, verify and record information that identifies its clients,
including the Company, which information may include the name and address of its clients, as well as other information that will allow
each Dealer Manager to properly identify its clients.


 


18.           Recognition of the U.S. Special Resolution Regimes.


 


 


(a)              
In the event that any Dealer Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Dealer Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.


 


(b)              
In the event that any Dealer Manager that is a Covered Entity or a BHC Act Affiliate of such Dealer Manager becomes subject to
a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Dealer Manager
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.


 


As used in this Section 18, “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. § 1841(k); “Covered Entity” shall mean any of the following: (i) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S.
Special Resolution Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


19.           Definitions.
The following terms, when used in this Agreement, shall have the meanings indicated.


 


“Act” shall mean the U.S. Securities
Act of 1933, as amended.


 


“Affiliate” shall have the meaning
specified in Rule 501(b) of Regulation D.


 


“Agreement” shall mean this Dealer
Manager Agreement.


 






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“Business Day” shall mean any
day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated
by law or executive order to close in The City of New York.


 


“Chief” shall mean Chief E&D
Holdings, LP.


 


“Chief Acquisition” shall mean
the Company’s acquisition of Chief and associated non-operated interests held by affiliates of the Radler Sellers and Tug Hill Sellers,
which closed on March 9, 2022 with an effective date of January 1, 2022.


 


“Commencement Date” shall mean
the date that the letters of transmittal are first distributed to the holders of the Warrants in connection with the Exchange Offers.


 


“Commission” shall mean the U.S.
Securities and Exchange Commission.


 


“EDGAR” shall mean the Commission’s
Electronic Data Gathering, Analysis and Retrieval system.


 


“Exchange Act” shall mean the
U.S. Securities Exchange Act of 1934, as amended.


 


“Exchange Date” shall mean, with
respect to each Exchange Offer, the date on which the Company issues Shares pursuant to such Exchange Offer.


 


“Exchange Offer Material” shall
mean the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus, the Prospectus, the accompanying
letters of transmittal, the Schedule TO, the notice of guaranteed delivery, and all other documents filed or to be filed with any federal,
state or local government or regulatory agency or authority in connection with the Exchange Offers, each as prepared or approved by the
Company.


 


“Expiration Date” shall mean 11:59
p.m., New York City time, in the evening of September 16, 2022, as may be extended, with respect to each Exchange Offer, by the Company
in its sole discretion.


 


“Investment Company Act” shall
mean the Investment Company Act of 1940, as amended.


 


“Pre-Effective Registration Statement”
shall mean the registration statement filed by the Company with the Commission registering the Shares to be issued pursuant to the Exchange
Offers under the Act, including exhibits thereto and any documents incorporated by reference therein, in the form in which it is initially
filed with the Commission.


 


“Preliminary Prospectus” shall
mean the preliminary prospectus that is used prior to the filing of the Prospectus, as amended or supplemented from time to time, including
any documents incorporated in the Preliminary Prospectus by reference.


 






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“Prospectus” shall mean the
final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference),
except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offers differs from the
prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)
under the Act), the term “Prospectus” shall refer to the final prospectus furnished to the Dealer Managers for
such use.


 


“Radler Properties” shall mean
those non-operated oil and gas properties acquired by the Company from the Radler Sellers in connection with the Chief Acquisition.


 


“Radler Sellers” shall mean Radler
2000 Limited Partnership.


 


“Registration Statement” shall
mean the registration statement filed by the Company with the Commission registering the Shares to be issued pursuant to the Exchange
Offers under the Act, including exhibits thereto and any documents incorporated by reference therein, as of the Effective Date, in the
form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration
statement pursuant to Rule 462(b) under the Act relating thereto after the effective date of such registration statement, shall also mean
such registration statement as so amended or supplemented, together with any such abbreviated registration statement.


 


“Schedule TO” shall mean the tender
offer statement filed with the Commission on Schedule TO, including any documents incorporated by reference therein, with respect to the
Exchange Offers, including any amendment or supplement thereto.


 


“Tug Hill Properties” shall mean
those non-operated oil and gas properties acquired by the Company from the Tug Hill Sellers in connection with the Chief Acquisition.


 


“Tug Hill Sellers” shall mean
Tug Hill Marcellus, LLC.


 


“U.S.” or the “United
States” shall mean the United States of America.


 


“Vine” shall mean Vine Energy
Inc.


 


“Vine Acquisition” shall mean
the Company’s acquisition of Vine, which closed on November 1, 2021.


 


“Vine Entities” shall mean Vine,
Vine Oil and Gas LP, Brix Oil & Gas LP and Harvest Royalties Holdings LP, collectively.


 






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If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent
a binding agreement among the Company and the Dealer Managers.


 


	 	Very truly yours,
	 	 
	 	CHESAPEAKE ENERGY CORPORATION
	 	 
	 	By:	/s/ Mohit Singh
	 	Name: Mohit Singh
	 	Title: Executive Vice President and Chief Financial Officer



 


[Signature Page to Dealer
Manager Agreement]


 






    


     


    

 





The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.


 


CITIGROUP GLOBAL MARKETS INC.,

as Dealer Manager


 


	By:	/s/ Christopher B. Miller	 
	 	Name:	Christopher B. Miller	 
	 	Title:	Managing Director	 



 


[Signature Page to Dealer
Manager Agreement]


 






    


     


    

 


The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.


 


COWEN AND COMPANY, LLC,

 as Dealer Manager


 


	By:	/s/ Christopher Weekes	 
	 	Name:	Christopher Weekes	 
	 	Title:	Managing Director	 


 


[Signature Page to Dealer
Manager Agreement]


 






    


     


    

 


The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.


 


INTREPID PARTNERS, LLC, 

as Dealer Manager


 


	By:	/s/ Christopher F. Winchenbaugh	 
	 	Name:	Christopher F. Winchenbaugh	 
	 	Title:	President, COO