Common use of Exercise and Settlement of Warrants Clause in Contracts

Exercise and Settlement of Warrants. 14 Section 3.1 Right to Acquire Common Shares Upon Exercise 14 Section 3.2 Exercise Procedures for Warrants 14 Section 3.3 Shares Issuable 17 Section 3.4 Settlement of Warrants 17 Section 3.5 Delivery of Common Shares 17 Section 3.6 No Fractional Common Shares to Be Issued 19 Section 3.7 Acquisition of Warrants by Company 19 Section 3.8 Validity of Exercise 19 Section 3.9 Certain Calculations 19 Section 3.10 Reservation and Listing of Shares 20 Section 3.11 Charges, Taxes and Expenses 20 Section 3.12 Cancellation of Warrant Certificates 21 Article 4 Adjustments 21 Section 4.1 Adjustments and Other Rights 21 Section 4.2 Dividends, Distributions, Stock Splits, Subdivisions, Reclassifications or Combinations 21 Section 4.3 Other Distributions 22 Section 4.4 Dissolution, Total Liquidation or Winding Up 22 Section 4.5 Successor upon Consolidation, Merger and Sale of Assets 23 Section 4.6 Adjustment upon Reorganization Event 23 Section 4.7 Rounding of Calculations; Minimum Adjustments 25 Section 4.8 Timing of Issuance of Additional Common Shares Upon Certain Adjustments 25 Section 4.9 Statement Regarding Adjustments 25 Section 4.10 Notice of Adjustment Event 26 Section 4.11 Proceedings Prior to Any Action Requiring Adjustment 26 Section 4.12 Adjustment Rules 26 Section 4.13 Optional Tax Adjustment 26 Section 4.14 Stockholder Rights Plans 27 Article 5 Other Provisions Relating to Rights of Warrantholders 27 Section 5.1 No Rights as Stockholders 27 Section 5.2 Xxxxxxxxxxxx/Xxxxxxxxx 00 Section 5.3 Rights of Action 28 Section 5.4 Issuance Obligation Remedies 28 Section 5.5 No Impairment 28 Article 6 Concerning the Warrant Agent and Other Matters 28 Section 6.1 Change of Warrant Agent 28 Section 6.2 Compensation; Further Assurances 30 Section 6.3 Reliance on Counsel 30 Section 6.4 Proof of Actions Taken 30 Section 6.5 Correctness of Statements 30 Section 6.6 Validity of Agreement 30 Section 6.7 Use of Agents 31 Section 6.8 Liability of Warrant Agent 31 Section 6.9 Legal Proceedings 31 Section 6.10 Actions as Agent 31 Section 6.11 Appointment and Acceptance of Agency 32 Section 6.12 Appointment of Countersigning Agent. 32 Section 6.13 Successors and Assigns 33 Section 6.14 Notices 34 Section 6.15 Applicable Law; Jurisdiction 34 Section 6.16 Waiver of Jury Trial 35 Section 6.17 Specific Performance 35 Section 6.18 Benefit of this Warrant Agreement 35 Section 6.19 Registered Warrantholder 36 Section 6.20 Headings 36 Section 6.21 Counterparts 36 Section 6.22 Entire Agreement 36 Section 6.23 Severability 36 Section 6.24 Termination 36 Section 6.25 Confidentiality 37 Section 6.26 Rule 144 Information 37 Section 6.27 Representations and Warranties of the Company 37 EXHIBIT A Form of Warrant Certificate EXHIBIT B Form of Exercise Notice EXHIBIT C Fee Schedule WARRANT AGREEMENT Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of February 9, 2021, between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and Equiniti Trust Company, as warrant agent (the “Warrant Agent”).

Exercise and Settlement of Warrants. 14 9 Section 3.1 Right to Acquire Common Shares Upon Exercise 14 of Warrants 9 Section 3.2 Exercise Procedures for Warrants 14 Form of Warrant 10 Section 3.3 Shares Issuable 17 Execution of Global Warrant Certificates 10 Section 3.4 Registration and Countersignature 10 Section 3.5 Procedure for Exercise 11 Section 3.6 Settlement of Warrants 17 13 Section 3.5 3.7 Delivery of Common Shares 17 13 Section 3.6 3.8 No Fractional Common Shares to Be Issued 19 15 Section 3.7 3.9 Acquisition of Warrants by Company 19 15 Section 3.8 3.10 Validity of Exercise 19 15 Section 3.9 3.11 Certain Calculations 19 16 Section 3.10 3.12 Reservation and Listing of Shares 20 16 Section 3.11 3.13 Charges, Taxes and Expenses 20 Section 3.12 Cancellation of Warrant Certificates 21 16 Article 4 Adjustments 21 17 Section 4.1 Adjustments and Other Rights 21 17 Section 4.2 Dividends, Distributions, Stock Splits, Subdivisions, Reclassifications or Combinations 21 17 Section 4.3 Other Distributions 22 Sale of the Company 17 Section 4.4 Dissolution, Total Liquidation or Winding Up 22 Section 4.5 Successor upon Consolidation, Merger and Sale of Assets 23 Section 4.6 Adjustment upon Reorganization Event 23 Section 4.7 Rounding of Calculations; Minimum Adjustments 25 18 Section 4.8 4.5 Timing of Issuance of Additional Common Shares Upon Certain Adjustments 25 18 Section 4.9 4.6 Statement Regarding Adjustments 25 18 Section 4.10 4.7 Notice of Adjustment Event 26 19 Section 4.11 4.8 Proceedings Prior to Any Action Requiring Adjustment 26 19 Section 4.12 4.9 Adjustment Rules 26 19 Section 4.13 Optional Tax Adjustment 26 Section 4.14 Stockholder Rights Plans 27 4.10 Changes in Common Stock 19 Article 5 Other Provisions Relating to Rights of Warrantholders 27 20 Section 5.1 No Rights as Stockholders 27 20 Section 5.2 Xxxxxxxxxxxx/Xxxxxxxxx 00 TABLE OF CONTENTS Page Section 5.3 Rights of Action 28 21 Section 5.4 Issuance Obligation Remedies 28 Section 5.5 No Impairment 28 21 Article 6 Concerning the Warrant Agent and Other Matters 28 21 Section 6.1 Change of Warrant Agent 28 21 Section 6.2 Compensation; Further Assurances 30 23 Section 6.3 Reliance on Counsel 30 23 Section 6.4 Proof of Actions Taken 30 23 Section 6.5 Correctness of Statements 30 23 Section 6.6 Validity of Agreement 30 23 Section 6.7 Use of Agents 31 24 Section 6.8 Liability of Warrant Agent 31 24 Section 6.9 Legal Proceedings 31 24 Section 6.10 Actions as Agent 31 25 Section 6.11 Appointment and Acceptance of Agency 32 25 Section 6.12 Appointment of Countersigning Agent. 32 Section 6.13 Successors and Assigns 33 25 Section 6.13 Notices 25 Section 6.14 Notices 34 Section 6.15 Applicable Law; Jurisdiction 34 27 Section 6.16 6.15 Waiver of Jury Trial 35 27 Section 6.16 Specific Performance 27 Section 6.17 Specific Performance 35 Section 6.18 Benefit of this Warrant Agreement 35 28 Section 6.18 Registered Warrantholder 28 Section 6.19 Registered Warrantholder 36 Headings 28 Section 6.20 Headings 36 Counterparts 28 Section 6.21 Counterparts 36 Entire Agreement 28 Section 6.22 Entire Agreement 36 Severability 28 Section 6.23 Severability 36 Termination 29 Section 6.24 Termination 36 Confidentiality 29 Section 6.25 Confidentiality 37 Section 6.26 Rule 144 Information 37 Section 6.27 Representations and Warranties of the Company 37 EXHIBIT 29 Section 6.26 Representations and Warranties of Warrant Agent 29 Section 6.27 Withholding and Reporting Requirements 29 Exhibit A Form of Global Warrant Certificate EXHIBIT Exhibit A-1 Form of Assignment (Book-Entry Warrants) Exhibit A-2 Form of Assignment (Direct Registration warrants) Exhibit B Form of Book-Entry Warrant Exercise Notice EXHIBIT Exhibit C Fee Form of Direct Registration Warrant Exercise Notice Schedule 1 Exercise Price Schedule WARRANT AGREEMENT Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of February 9October 8, 20212019, between Chesapeake Energy Halcón Resources Corporation, an Oklahoma a Delaware corporation (the “Company”), and Equiniti Trust CompanyBroadridge Corporate Issuer Solutions, as warrant agent Inc., a Pennsylvania corporation (the “Warrant Agent”).