Common use of The Backstop Commitment Clause in Contracts

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement Approval Order, each Backstop Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage), to purchase, and Reorganized Chesapeake shall sell to such Backstop Party (or Related Purchaser), on the Closing Date for the applicable aggregate Per Share Purchase Price, (a) the number of Unsubscribed Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligations, the “Backstop Commitment”), in each case rounded among the Backstop Parties solely to avoid fractional shares as the Required Backstop Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of the Backstop Parties). Notwithstanding anything to the contrary, the Backstop Parties shall not be required to exercise their Subscription Rights or their Direct Investment Rights until the date that the Company and the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective Date.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement Approval Order, each Backstop HoldCo Noteholders Commitment Party and each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offering and the PlanOfferings, respectively, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided provided, that any Defaulting Backstop Commitment Party shall be liable to each non-Defaulting Backstop Commitment Party, the Company and the Reorganized Chesapeake Debtors as a result of a Backstop Party Default by such Defaulting Backstop Party any breach of its obligations hereunder. In connection with the Rights Offering, and on On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each Backstop HoldCo Noteholders Commitment Party agrees, severally and not jointly jointly, to purchase (in accordance with or cause certain of its Backstop Commitment Percentageand its affiliates’ managed funds and/or accounts to purchase), to purchase, and the Reorganized Chesapeake Company shall sell to such Backstop HoldCo Noteholders Commitment Party (or Related Purchasersuch managed funds or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, (a) the number of HoldCo Noteholders Unsubscribed Shares equal to (ix) such Backstop HoldCo Noteholders Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage, Percentage multiplied by (iiy) the aggregate number of HoldCo Noteholders Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligationsobligation to purchase, the “HoldCo Noteholders Backstop Commitment”), in each case rounded among the Backstop HoldCo Noteholders Commitment Parties solely to avoid fractional shares as the Required Backstop applicable Requisite Commitment Parties may determine in their its sole discretion (provided provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Noteholders Commitment Parties) and (b) each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall sell to such HoldCo Equityholders Commitment Party (or such managed funds and/or accounts), on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties). Notwithstanding anything to the contrary, the Backstop Parties shall not be required to exercise their Subscription Rights or their Direct Investment Rights until the date that the Company and the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective Date.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Backstop Commitment Agreement Approval OrderPut Option, each Backstop Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage), to purchase, and Reorganized Chesapeake shall the Company agrees to sell to such Backstop Party (or Related Purchaser)Commitment Party, on the Closing Date for the applicable aggregate Per Share Purchase PriceDate, (a) the number of Unsubscribed Shares equal to (ia) such Backstop Commitment Party’s Backstop Commitment Percentage, Percentage multiplied by (iib) the aggregate number of Unsubscribed Shares and (b) provided, that, for the number avoidance of Direct Investment doubt, such applicable portion of Unsubscribed Shares equal to (i) such Backstop Party’s shall be multiplied by the applicable Backstop Commitment PercentagePercentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligations, the “Backstop Commitment”as applicable), in each case rounded among the Backstop Commitment Parties solely to avoid fractional shares as the Required Backstop Commitment Parties may determine in their sole discretion (provided provided, that in no event shall such rounding reduce the aggregate commitment of the Backstop Commitment Parties). Notwithstanding anything The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the contrary“Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, the Backstop Parties shall not be required to exercise their Subscription Rights or their Direct Investment Rights until the date however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company and or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective DatePer Share Purchase Price.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement BCA Approval Order, each Backstop Unsecured Commitment Party and each Secured Commitment Party agrees, severally and not jointly, to fully exercise (or to cause certain of its and its Affiliated Funds to fully exercise) all Subscription Rights that are issued to it pursuant to the Unsecured Rights Offering and the PlanSecured Rights Offering, respectively, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Commitment Party shall be liable to each non-Defaulting Backstop Commitment Party, the Company and the Reorganized Chesapeake Company as a result of a Backstop any breach of its obligations hereunder; provided, further that, for the avoidance of doubt, to the extent any Commitment Party Default does not fully exercise (or cause certain of its and its Affiliated Funds to fully exercise) all Subscription Rights that are issued to it pursuant to the Rights Offerings and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, such Commitment Party shall not be permitted to elect that any Unsubscribed Shares or Available Shares purchased by such Defaulting Backstop Commitment Party hereunderbe issued as Preferred Shares pursuant to this Section 2.2 and Section 2.3. In connection with the Rights Offering, and on On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each Backstop Unsecured Commitment Party agrees, severally and not jointly jointly, to purchase (in accordance with or to cause certain of its Backstop Commitment PercentageAffiliated Funds to purchase), to purchase, and the Reorganized Chesapeake Company shall sell to such Backstop Unsecured Commitment Party (or Related Purchasersuch Affiliated Funds), on the Closing Date for the applicable aggregate Per Equity Share Purchase Price, (a) Price the number of Unsecured Unsubscribed Shares equal to (ix) such Backstop Unsecured Commitment Party’s Unsecured Backstop Commitment Percentage, Percentage multiplied by (iiy) the aggregate number of Unsecured Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligationsobligation to purchase, the “Unsecured Backstop Commitment”), in each case rounded among the Backstop Unsecured Commitment Parties solely to avoid fractional shares as the Required Backstop Parties Supporting Unsecured Noteholders may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of the Backstop such Unsecured Commitment Parties). Notwithstanding anything to ; provided, that, notwithstanding the contraryforegoing, the Backstop Unsecured Commitment Parties purchasing such Unsecured Unsubscribed Shares shall be able to elect, in each Unsecured Commitment Party’s sole discretion, that such Unsecured Unsubscribed Shares be issued as either Common Shares or Preferred Shares (or some combination of each) and (b) each Secured Commitment Party agrees, severally and not be required jointly, to exercise their Subscription Rights purchase (or their Direct Investment Rights until the date that the Company to cause certain of its Affiliated Funds to purchase), and the Reorganized Company shall sell to such Secured Commitment Party (or such Affiliated Funds), on the Closing Date for the applicable aggregate Per Equity Share Purchase Price the number of Secured Unsubscribed Shares equal to (x) such Secured Commitment Party’s Secured Backstop Commitment Percentage multiplied by (y) the aggregate number of Secured Unsubscribed Shares (such obligation to purchase, the “Secured Backstop Commitment”), rounded among the Secured Commitment Parties reasonably agree is approximately three solely to avoid fractional shares as the Required Supporting Secured Noteholders may determine in their sole discretion (3) Business Days prior provided that in no event shall such rounding reduce the aggregate commitment of such Secured Commitment Parties); provided, that, notwithstanding the foregoing, the Secured Commitment Parties purchasing such Secured Unsubscribed Shares shall be able to the Plan Effective Dateelect, in each Secured Commitment Party’s sole discretion, that such Secured Unsubscribed Shares be issued as either Common Shares or Preferred Shares (or some combination of each).

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement BCA Approval Order and the Confirmation Order, each Backstop Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering subscribe for, and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures Parent Issuer and the Plan; provided that any Defaulting Backstop Party Subsidiary Issuer, as applicable, shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage), to purchase, and Reorganized Chesapeake shall sell issue to such Backstop Party (or Related Purchaser)Party, on the Closing Date for at the applicable aggregate Per Share Purchase Subscription Price, (a) the number amount of Unsubscribed Shares Securities equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by Percentage of the aggregate Unsubscribed Securities under (i) the Guaranteed Notes Allocation (in the case of the Ad Hoc Guaranteed Group Backstop Parties) or (ii) the aggregate number Legacy Notes Allocation (in the case of Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Ad Hoc Legacy Group Backstop Party’s Backstop Commitment PercentageParties), multiplied by (ii) the aggregate number of Direct Investment Shares in accordance with this Agreement (such obligationsobligation to subscribe for the Unsubscribed Securities, the “Backstop Commitment”); provided, however, that in each case rounded among no event shall any rounding of Unsubscribed Securities to be subscribed for by the Backstop Parties solely to avoid fractional shares as the Required Backstop Parties may determine in their sole discretion (provided that in no event shall such rounding reduce interests cause the aggregate commitment of Subscription Price for the Backstop PartiesRights Offering Securities to be less than Two Hundred Million Dollars ($200,000,000). Notwithstanding anything to the contrarycontrary contained herein, in connection with any undersubscription of the Guaranteed Notes Allocation, the Ad Hoc Legacy Group Backstop Parties shall have the exclusive right (but not be the obligation) (the “Legacy Undersubscription Rights”) to subscribe for, upon the expiration of the Offering Period, the first Six Million Dollars ($6,000,000) of Unsubscribed Securities that were unsubscribed under the Guaranteed Notes Allocation, pro rata based on their respective Backstop Commitment Percentages (as among the Ad Hoc Legacy Group Backstop Parties only), before the Ad Hoc Guaranteed Group Backstop Parties are required to exercise their Subscription Rights or their Direct Investment Rights until the date that the Company and subscribe for such Unsubscribed Securities pursuant to the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective DateCommitment.

The Backstop Commitment. On (a) Subject to Section 2.02(b) and Section 2.06, on and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement BCA Approval OrderOrder and BCA Consummation Approval Order by the Bankruptcy Court, each Backstop Party hereby agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake Legacy Reserves as a result of a Backstop Party Default by such Defaulting Backstop Party any breach of its obligations hereunder. In connection with the Rights Offering, and on On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage)jointly, to purchase, and Reorganized Chesapeake Legacy Reserves shall sell to such Backstop Party (or Related Purchaser)Party, on the Closing Date for the applicable aggregate Per Share Purchase Price, (a) the number of Unsubscribed Shares equal to (ix) such Backstop Party’s Backstop Commitment Percentage, Percentage multiplied by (iiy) the aggregate number of Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligationsobligation to purchase, the “Backstop Commitment”), in each case rounded among the Backstop Parties solely to avoid fractional shares as the Required Backstop Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of the any Backstop PartiesParty). Notwithstanding anything to the contrary, the Backstop Parties shall not be required to exercise their Subscription Rights or their Direct Investment Rights until the date that the Company and the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective Date.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement Approval Order, each Backstop Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage), to purchase, and Reorganized Chesapeake shall the Company agrees to sell to such Backstop Party (or Related Purchaser)Commitment Party, on the Closing Date for the applicable aggregate Per Share Purchase PriceDate, (a) the number of Unsubscribed Shares equal to (ia) such Backstop Commitment Party’s Backstop Commitment Percentage, Percentage multiplied by (iib) the aggregate number of Unsubscribed Shares and (b) provided, that, for the number avoidance of Direct Investment doubt, such applicable portion of Unsubscribed Shares equal to (i) such Backstop Party’s shall be multiplied by the applicable Backstop Commitment PercentagePercentage for such Commitment Party set forth on Schedule 2, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligations, the “Backstop Commitment”subject to any restrictions set forth thereon), in each case rounded among the Backstop Commitment Parties solely to avoid fractional shares as the Required Backstop Commitment Parties may determine in their sole discretion (provided provided, that in no event shall such rounding reduce the aggregate commitment of the Backstop Commitment Parties). Notwithstanding anything The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the contrary“Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, the Backstop Parties shall not be required to exercise their Subscription Rights or their Direct Investment Rights until the date however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company and or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective DatePer Share Purchase Price.

The Backstop Commitment. On the terms and subject to the terms and conditions hereof, including entry of the BCA Approval Order and the Rights Offering Procedures Order by the Bankruptcy Court, in the Rights Offering each Backstop Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Backstop Party to purchase all Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Commitment Agreement Approval OrderAgreement. Upon the exercise of the Put Option, each Backstop Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage), to purchase, and Reorganized Chesapeake shall the Company agrees to issue and sell to such Backstop Party (or Related Purchaser)Party, on the Closing Date and for the applicable aggregate Per Share Purchase Price, (a) the number of Unsubscribed Shares equal to (i) such Backstop Party’s Backstop Commitment PercentagePercentage of the total amount of Unsubscribed Shares, multiplied by (ii) rounded between the Backstop Parties solely to avoid fractional shares, it being understood that in no event shall such rounding cause the aggregate number of Purchase Price for the Primary Shares and the Unsubscribed Shares and (b) to be less than $250.0 million; provided, that, in no event shall the number of Direct Investment Unsubscribed Shares equal each Backstop Party is committing to (i) such purchase include those Primary Shares that were not purchased in the Rights Offering by another Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Direct Investment Shares Party (such obligationsobligation to purchase the Unsubscribed Shares, the “Backstop Commitment”), in each case rounded among the Backstop Parties solely to avoid fractional shares as the Required Backstop Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of the Backstop Parties). Notwithstanding anything to the contrarycontrary contained in this Commitment Agreement, and subject to Section 2.6, the Backstop Parties shall not be required may agree, among themselves, to exercise reallocate their Subscription Rights Backstop Commitment Percentages without any consent or their Direct Investment Rights until the date that the Company and approval of any other Party; provided, however, any such agreement among the Backstop Parties reasonably agree is approximately three (3shall require the consent or approval of all Backstop Parties affected by such reallocation. The Company shall exercise the Put Option by delivery to each Backstop Party of a written put election notice; provided, that the Put Option shall automatically and irrevocably be deemed to have been exercised in full by the Company, without the need for delivery of written notice or the taking of any further action by the Company or any other Person, if the conditions set forth in Sections 7.2(a) Business Days prior to the Plan Effective Dateand 7.2(b) shall have been satisfied or waived in accordance with this Commitment Agreement.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement BCA Approval Order, each Backstop Unsecured Commitment Party and each Secured Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Unsecured Rights Offering and the PlanSecured Rights Offering, respectively, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Commitment Party shall be liable to each non-Defaulting Backstop Commitment Party, the Company and the Reorganized Chesapeake Company as a result of a Backstop Party Default by such Defaulting Backstop Party any breach of its obligations hereunder. In connection with the Rights Offering, and on On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each Backstop Unsecured Commitment Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage)jointly, to purchase, and the Reorganized Chesapeake Company shall sell to such Backstop Party (or Related Purchaser)Unsecured Commitment Party, on the Closing Date for the applicable aggregate Per Share Discounted Purchase Price, (a) the number of Unsecured Unsubscribed Shares equal to (ix) such Backstop Unsecured Commitment Party’s Unsecured Backstop Commitment Percentage, Percentage multiplied by (iiy) the aggregate number of Unsecured Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligationsobligation to purchase, the “Unsecured Backstop Commitment”), in each case rounded among the Backstop Unsecured Commitment Parties solely to avoid fractional shares as the Required Backstop Parties Steering Committee of the Ad Hoc Group of Unsecured Noteholders may determine in their its sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Unsecured Commitment Parties) and (b) each Secured Commitment Party agrees, severally and not jointly, to purchase, and the Reorganized Company shall sell to such Secured Commitment Party, on the Closing Date for the applicable aggregate Per Share Discounted Purchase Price, the number of Secured Unsubscribed Shares equal to (x) such Secured Commitment Party’s Secured Backstop Commitment Percentage multiplied by (y) the aggregate number of Secured Unsubscribed Shares (such obligation to purchase, the “Secured Backstop Commitment”), rounded among the Secured Commitment Parties solely to avoid fractional shares as the Steering Committee of the Ad Hoc Group of Secured Noteholders may determine in its sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Secured Commitment Parties). Notwithstanding anything to the contrary, the Backstop Parties shall not be required to exercise their Subscription Rights or their Direct Investment Rights until the date that the Company and the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective Date.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Backstop Commitment Agreement BCA Consummation Approval Order, each Backstop Party hereby (a) agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, in respect of its Beneficially Controlled Votable Claims and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Plan and (b) grants to the Company an option (collectively, the “Put Option”) to require such Backstop Party shall be liable to each non-Defaulting Backstop Party, purchase Unsubscribed Shares on the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and Closing Date subject to the terms and conditions hereof, including entry of this Agreement. Upon the exercise of the Confirmation OrderPut Option, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage)jointly, to purchase, and Reorganized Chesapeake shall the Company agrees to sell to such Backstop Party (or Related Purchaser)Party, on the Closing Date for the applicable aggregate Per Share Purchase PriceDate, (a) the number of Unsubscribed Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, multiplied by (ii) Percentage of the aggregate number amount of Unsubscribed Shares and (b) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment PercentageShares, multiplied by (ii) the aggregate number of Direct Investment Shares (such obligations, the “Backstop Commitment”), in each case rounded among the Backstop Parties solely to avoid fractional shares as the Required Backstop Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment discretion. The obligations of the Backstop PartiesParties described in this Section 2.02 shall be referred to as the “Backstop Commitment.” The Company may exercise the Put Option by delivery to each Backstop Party of a written put election notice, provided that the Put Option shall be deemed to have been exercised by the Company, without the need for delivery of written notice or the taking of any other further action by the Company or any other Person, if the conditions set forth in Section 7.01(e). Notwithstanding anything to , Section 7.01(f) and Section 7.01(g) shall have been satisfied or waived in accordance with this Agreement and the contrary, Company has not provided the Backstop Parties shall with written notice that it will not be required to exercise their Subscription Rights or their Direct Investment Rights until the date that the Company and the Backstop Parties reasonably agree is approximately three (3) Business Days prior to the Plan Effective DatePut Option.