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Full title: Stipulation and Agreed Order Regarding the TB Harris Claims Signed on 11/30/2021 (Related document(s):[4135] Stipulation) (emiller)

Document posted on Nov 29, 2021 in the bankruptcy, 25 pages and 0 tables.

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CNOOC Energy U.S.A. (“CEU”), Larchmont Resources, L.L.C., Jamestown Resources, L.L.C. (“Jamestown” and together with CEU, Larchmont, and the Debtors or Reorganized Debtors, as applicable, the “Lessees”) and TB Harris Minerals, LP (the “Claimant” or the “Lessor,” as applicable, and together with the Lessees, the “Settlement Parties”) hereby enter into this stipulation and agreed order (this “Stipulation and Agreed Order”) as follows: 843, Page 300 of the DeedRecords of LaSalle County, Texas (CELLC No. 42-0010767-000);WHEREAS, on June 28, 2020, the Debtors filed voluntary petitions for relief under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”); WHEREAS, on August 13, 2020, the Bankruptcy Court entered the Order (I) Setting Bar Dates For Filing Proofs of Claim, Including Requests For Payment Under Section 503(b)(9), (II)Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approvingthe Form of and Manner For Filing Proofs of Claim, Including Section 503(b)(9)787](the “Bar Date Order”); WHEREAS, on October 30, 2020, the Claimant timely filed Claim No. 3910 against CELLC and Claim No. 4230 against Chesapeake Operating, L.L.C. (“COLLC”), each for an alleged secured, unliquidated amount; WHEREAS, each of the TB Harris Claims sought amounts in connection with alleged underpayment of royalties under the Leases (the “Royalty Issues”); WHEREAS, on January 16, 2021, the Bankruptcy Court entered the Order Confirming Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and Its Debtor Affiliates [Docket No. 2915] (the “Confirmation Order”) confirming the Plan; andWHEREAS, the Claimants and the Lessees have consensually agreed, after good faith, arm’s-length negotiations, to resolve the TB Harris Claims and the Royalty Issues on the terms set forth in this Stipulation and Agreed Order. The “Lessee Releasees” means, Lessees and all other working interest owners associated with the Leases and each of their respective affiliates, beneficiaries, owners, employees, members, managers, officers, directors, agents, partners, representatives, heirs, attorneys, predecessors, successors, assigns, divisions, and all other corporate parents, subsidiaries, affiliates partners, beneficiaries, predecessors, successors, assigns, and each of the attorneys and law firms representing the Lessee Releasees, from the beginning of time through February 2021 production, all claims, demands, actions, causes of action, liabilities, and damages, of every kind and character whatsoever, whether known or unknown, asserted or unasserted, at law or in equity, relating to royalty payments under the Leases, and any associated attorney’s fees, expert or consultant fees or expenses, interest, costs, or any other amounts arising out of or relating to any such claims, including the Royalty Issues and TB Harris Claims (

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ENTERED November 30, 202 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Cler HOUSTON DIVISION § In re: § Chapter 11 § CHESAPEAKE ENERGY CORPORATION, et al.,1 § Case No. 20-33233 (DRJ)§ Reorganized Debtors. § (Jointly Administered) § STIPULATION AND AGREED ORDER REGARDING THE TB HARRIS CLAIMS (Docket No. 4135) The above-captioned reorganized debtors (before the Effective Date2 of the Plan, the “Debtors,” and after the Effective Date of the Plan, the “Reorganized Debtors” or “Lessees,” as applicable), CNOOC Energy U.S.A. (“CEU”), Larchmont Resources, L.L.C., Jamestown Resources, L.L.C. (“Jamestown” and together with CEU, Larchmont, and the Debtors or Reorganized Debtors, as applicable, the “Lessees”) and TB Harris Minerals, LP (the “Claimant” or the “Lessor,” as applicable, and together with the Lessees, the “Settlement Parties”) hereby enter into this stipulation and agreed order (this “Stipulation and Agreed Order”) as follows: WHEREAS, the Settlement Parties entered into the following oil and gas leases, as amended (collectively, the “Leases”):  Paid Up Oil and Gas Lease dated April 23, 2010 from Joe Tom Harris and EmilyS. Harris, husband and wife to Chesapeake Exploration, L.L.C. (“CELLC”) asLessee, covering 620 acres, more or less, a Memorandum of said Oil, Gas andMineral Lease being recorded in Vol. 511, Page 503 of the Deed Records of1 A complete list of each of the Reorganized Debtors in these chapter 11 cases may be obtained on the website of the Reorganized Debtors’ claims and noticing agent at https://dm.epiq11.com/chesapeake. The location of Reorganized Debtor Chesapeake Energy Corporation’s principal place of business and the Reorganized Debtors’ service address in these chapter 11 cases is 6100 North Western Avenue, Oklahoma City, Oklahoma 73118. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and Its Debtor Affiliates [Docket No. 2915, Ex. A] (the “Plan”).

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LaSalle County, Texas (CELLC No. TX7710119-003);  Paid Up Oil and Gas Lease dated March 11, 2013 from TB Harris MineralsL.L.C. to CELLC as Lessee, covering 8.42 acres, more or less, a Memorandumof said Oil and Gas Lease being recorded in Vol. 689, Page 478 of the DeedRecords of LaSalle County, Texas (CELLC No. 42-0007426-002); and Paid Up Oil and Gas Lease dated December 16, 2014 from TB Harris MineralsL.L.C. to CELLC as Lessee, covering 20.00 acres, more or less, a Memorandumof said Oil and Gas Lease being recorded in Vol. 843, Page 300 of the DeedRecords of LaSalle County, Texas (CELLC No. 42-0010767-000);WHEREAS, on June 28, 2020, the Debtors filed voluntary petitions for relief under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”); WHEREAS, on August 13, 2020, the Bankruptcy Court entered the Order (I) Setting Bar Dates For Filing Proofs of Claim, Including Requests For Payment Under Section 503(b)(9), (II)Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approvingthe Form of and Manner For Filing Proofs of Claim, Including Section 503(b)(9) Requests, (IV)Approving Notice of Bar Dates, and (V) Granting Related Relief [Docket No. 787](the “Bar Date Order”); WHEREAS, on October 30, 2020, the Claimant timely filed Claim No. 3910 against CELLC and Claim No. 4230 against Chesapeake Operating, L.L.C. (“COLLC”), each for an alleged secured, unliquidated amount; WHEREAS, on April 1, 2021, the Claimant filed Claim No. 4765 amending Claim No. 4230 against COLLC and Claim No. 4766 amending Claim No. 3910 against CELLC, each for an alleged secured amount of $292,519.46 (together with Claim Nos. 3910 and 4230, the “TB Harris Claims”); WHEREAS, each of the TB Harris Claims sought amounts in connection with alleged underpayment of royalties under the Leases (the “Royalty Issues”);

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WHEREAS, on January 16, 2021, the Bankruptcy Court entered the Order Confirming Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and Its Debtor Affiliates [Docket No. 2915] (the “Confirmation Order”) confirming the Plan; andWHEREAS, the Claimants and the Lessees have consensually agreed, after good faith, arm’s-length negotiations, to resolve the TB Harris Claims and the Royalty Issues on the terms set forth in this Stipulation and Agreed Order. NOW, THEREFORE, IT IS STIPULATED AND AGREED: 1. The settlement agreement attached hereto as Exhibit A (the “SettlementAgreement”) is hereby approved. 2. In full and final satisfaction of the TB Harris Claims, the Lessees shall pay to the Claimants upon five (5) business days of entry of this Stipulation and Agreed Order. The Settlement Parties also agreed to certain lease amendments related to the computation of royalties for gas and natural gas liquids, as set forth in the Settlement Agreement. 3. The TB Harris Claims are hereby disallowed. 4. The Settlement Parties agree to file a memorandum amending and ratifying theLeases, as set forth in Exhibit A of the Settlement Agreement (the “Memorandum”), in the real property records of La Salle County, Texas within ten (10) business days of entry of this Stipulation and Agreed Order. 5. The Lessors hereby release and forever discharge Lessee Releasees3 and theirrespective current and former employees, agents, representatives, officers, directors, shareholders, 3 The “Lessee Releasees” means, Lessees and all other working interest owners associated with the Leases and each of their respective affiliates, beneficiaries, owners, employees, members, managers, officers, directors, agents, partners, representatives, heirs, attorneys, predecessors, successors, assigns, divisions, and all other

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corporate parents, subsidiaries, affiliates partners, beneficiaries, predecessors, successors, assigns, and each of the attorneys and law firms representing the Lessee Releasees, from the beginning of time through February 2021 production, all claims, demands, actions, causes of action, liabilities, and damages, of every kind and character whatsoever, whether known or unknown, asserted or unasserted, at law or in equity, relating to royalty payments under the Leases, and any associated attorney’s fees, expert or consultant fees or expenses, interest, costs, or any other amounts arising out of or relating to any such claims, including the Royalty Issues and TB Harris Claims (the “Settled Matters”). 6. The Lessees hereby release and forever discharge Lessor from any and all SettledMatters. 7. Nothing in this Stipulation and Agreed Order shall be interpreted to release LesseeReleasees and Claimant from the obligations imposed by this Stipulation and Agreed Order. 8. Epiq Corporate Restructuring, LLC is hereby authorized and directed to remove theTB Harris Claims from the Official Claims Register to reflect the terms of this Stipulation and Agreed Order. 9. Nothing in this Stipulation and Agreed Order shall be interpreted to impair in anyway the rights, claims or defenses reserved under the Plan with regard to or on behalf of the Reorganized Debtors, except to the extent inconsistent with the terms of the Stipulation and Agreed Order. [Remainder of page intentionally left blank] persons or entities acting on their behalf.

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Signed: November 30, 2021. IT IS SO ORDERED. ____________________________________ Signed: ________________, 2021 DAVID R. JONES Houston, Texas DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE UNITED STATES BANKRUPTCY JUDGE STIPULATED AND AGREED TO THIS 29TH DAY OF NOVEMBER, 2021: By: /s/ Matthew D. Cavenaugh KIRKLAND & ELLIS LLP JACKSON WALKER L.L.P. KIRKLAND & ELLIS INTERNATIONAL LL Matthew D. Cavenaugh (TX Bar No. 24062656) Patrick J. Nash, Jr. P.C. (admitted pro hac vice)Jennifer F. Wertz (TX Bar No. 24072822) Alexandra Schwarzman (admitted pro hac vice)Kristhy M. Peguero (TX Bar No. 24102776) 300 North LaSalle Veronica A. Polnick (TX Bar No. 24079148) Chicago, Illinois 60654 1401 McKinney Street, Suite 1900 Telephone: (312) 862-2000 Houston, Texas 77010 Facsimile: (312) 862-2200 Telephone: (713) 752-4200 Email: patrick.nash@kirkland.comFacsimile: (713) 752-4221 alexandra.schwarzman@kirkland.comEmail: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com vpolnick@jw.com Co-Counsel to the Reorganized Debtors Co-Counsel to the Reorganized Debtors

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By: /s/ Albert M. Gutierrez PERSON, MOHRER, MORALES, BODDY, GARCIA & GUTIERREZ, PLLC Albert M. Gutierrez 8610 Broadway Street, Suite 440 San Antonio, Texas 78217 Telephone: (210) 824-4411 Email: amg@pmbglaw.com Counsel to the Claimant By: /s/ Thomas G. Ciarlone, Jr. KANE RUSSELL COLEMAN LOGAN PC Thomas G. Ciarlone, Jr. (TX Bar No. 24075649) Michael P. Ridulfo (TX Bar No. 16902020) Demetri J. Economou (TX Bar No. 24078461) 5051 Westheimer Road, Suite 1000 Houston, Texas 77056 Telephone: (713) 425-7400 Fax: (713) 425-7700 Email: tciarlone@krcl.com mridulfo@krcl.com deconomou@krcl.com Co-Counsel to Larchmont Resources, LLC and Jamestown Resources, L.L.C. By: /s/ Edward L. Ripley ANDREWS MYERS, P.C. Edward L. Ripley (TX Bar No. 16935950) 1885 St. James Place, 15th Floor Houston, Texas 77056 Telephone: (713) 850-4200 Facsimile: (713) 850-4211 Email: eriplet@andrewsmyers.com Counsel for CNOOC Energy U.S.A., L.L.C.

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Exhibit A Settlement Agreement

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