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Common Stock Purchase Agreement, Dated As of September 1, 2006

This is an actual contract between Chaparral Energy, and Chesapeake Energy.
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Sectors: Energy
Governing Law: Oklahoma, View Oklahoma State Laws
Effective Date: September 01, 2006
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Exhibit 10.1

COMMON STOCK PURCHASE AGREEMENT

between CHAPARRAL ENERGY, INC.,

ALTOMA ENERGY

and

FISCHER INVESTMENTS, L.L.C.

as Sellers

and

CHESAPEAKE ENERGY CORPORATION,

as Purchaser

dated as of September 1, 2006

TABLE OF CONTENTS

Page 1. Purchase and Sale. 1

1.1 Consideration 1

1.2 Authorization 2

1.3 Stockholders Agreement 2 2. The Closing 2

2.1 Closing Date 2

2.2 Payment and Delivery 2 3. Representations and Warranties of the Company 3

3.1 Organization and Existence 3

3.2 Capitalization: Ownership of Stock: Authorization 3

3.3 No Conflicts 4

3.4 Authority; Enforceability 5

3.5 Litigation; Contingencies 5

3.6 Subsidiaries 5

3.7 Title to Assets 6

3.8 Consents 6

3.9 Proprietary Rights 6

3.10 Reports; Financial Statements 7

3.11 Compliance with Laws; OSHA 8

3.12 Labor Matters 8

3.13 ERISA 8

3.14 Environmental Matters 8

3.15 Permits and Licenses 10

3.16 Insurance 10

3.17 Taxes 10

3.18 Absence of Certain Developments 10

3.19 Fees 11

3.20 Investment Company 11

3.21 Forward Looking Statements 11

3.22 Disclosure Controls 11

3.23 Affiliate Transactions 11

3.24 Exempt Offering 12

3.25 Disclosure 12

3.26 Acknowledgement 12 4. Representation and Warranties of the Selling Stockholders 12

4.1 Ownership of SH Shares 12

4.2 Certain Interests 12

4.3 Authority 13

4.4 Prior Obligations 13

4.5 Litigation 13

4.6 Consents and Approvals 13

4.7 No Breach; Governmental Authorizations 13

4.8 Powers of Attorney 14 5. Representations and Warranties of the Purchaser 14

5.1 Organization and Existence 14

5.2 No Conflict 14

5.3 Authority; Enforceability 14

5.4 Consents 15

5.5 Investment Representations 15

5.6 Purchaser Filings and Reports 15

5.7 Fees 17 6. Nature and Survival of Representations and Warranties; Indemnity 17

6.1 Survival of Representations and Warranties 17

6.2 Indemnity by the Company 17

6.3 Indemnity by the Selling Stockholders 17

6.4 Indemnity by the Purchaser 17

6.5 Limitation of Liability 18

6.6 Exclusive Remedy 18 7. Conditions Precedent 19

7.1 Certain Actions 19

7.2 Representations and Warranties 19

7.3 Related Agreements 19

7.4 Material Adverse Change; Purchaser Material Adverse Change 19

7.5 Company Requirements 20

7.6 Opinions of Counsel 20

7.7 Delivery of Company Shares and Exchange Shares 20

7.8 Evidence of Authority; Good Standing 20

7.9 HSR Act 20 8. Miscellaneous 20

8.1 Financial Statements and Other Information 20

8.2 Expenses 21

8.3 Notices 21

8.4 Entire Agreement; Amendments 22

8.5 Assignment 22

8.6 No Third Party Rights 23

8.7 Counterparts 23

8.8 Headings: Interpretation 23

8.9 Governing Law 23

8.10 Arbitration 23


ii

8.11 Attorney Fees 24

8.12 Severability 24

8.13 JOINT ACKNOWLEDGMENT 24


iii

EXHIBITS

Exhibit A Selling Stockholders SH Shares Exhibit B Form of Stockholders Agreement Exhibit C Form of Amended and Restated Certificate of Incorporation Exhibit D Form of Amended and Restated Bylaws Exhibit E Forms of Opinions of Counsel to the Company and Sellers Exhibit F Form of Opinion of Purchaser

SCHEDULES

Schedule 3.2 Phantom Unit Plan Schedule 3.6 Subsidiaries Schedule 3.7(a) Liens Against Assets Schedule 3.10 Reports; Financial Statements Schedule 3.11 Compliance With Laws; OSHA Schedule 3.13 ERISA Schedule 3.18 Absence of Certain Developments Schedule 3.19 Brokerage Fees Schedule 5.6 Purchaser Filings


iv

COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT is entered into this 1st day of September, 2006 (" Agreement" ), between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the " Purchaser" ) and CHAPARRAL ENERGY, INC., a Delaware corporation (the " Company" ), ALTOMA ENERGY, an Oklahoma general partnership (" Altoma" ), and FISCHER INVESTMENTS, L.L.C. (the " Fischer" and collectively with Altoma, the " Selling Stockholders" and collectively with Altoma and the Company, the " Sellers" ). BACKGROUND:

A. The Sellers desire to sell on the terms and conditions set forth in this Agreement an aggregate of 361.2903226 shares (as defined below) of the Company' s common stock, par value $0.01 per share (the " Common Stock" ), of which 131.6129032 shares are being sold by the Company and 229.6774194 shares are being sold by the Selling Stockholders in accordance with the allocation set forth on Exhibit A attached hereto.

B. The Purchaser desires to acquire the Shares on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and of the representations, warranties and covenants herein contained, the parties hereby agree as follows:

1. Purchase and Sale .

1.1 Consideration . The Company hereby agrees to issue and sell to the Purchaser 131.6129032 shares of Common Stock (together with any shares of Common Stock issued or issuable after the date hereof and prior to the Closing in connection with such shares pursuant to a stock split or stock dividend, the " Company Shares" ), and the Purchaser hereby agrees to purchase the Company Shares for a per share purchase price $775,000 per current outstanding share and an aggregate purchase price of $102,000,000 (the " Company Purchase Price" ). Each Selling Stockholder agrees to sell to the Purchaser the number of shares of Common Stock set forth on Exhibit A for such Selling Stockholder (together with any shares of Common Stock issued or issuable after the date hereof and prior to the Closing in connection with such shares pursuant to a stock split or stock dividend, the " SH Shares" and, collectively with the Company Shares, the " Shares" ), and the Purchaser hereby agrees to purchase the SH Shares for a per share purchase price $775,000 per Share and an aggregate purchase price of $178,000,000 (the " SH Purchase Price" and collectively with the Company Purchase Price, the " Purchase Price" ). The SH Purchase Price will be allocated among the Selling Stockholders in accordance with Exhibit A and $40,000,000.00 of the SH Purchase Price payable to Altoma will be paid by delivery to Altoma of the number of shares of the Purchaser' s common stock (" CEC Stock" ) determined by dividing $40,000,000.00 by the Exchange Price (the " Exchange Shares" ). The " Exchange Price" will be determined by adding the closing price of the CEC Stock as quoted on the New York Stock Exchange as of the close of

1 business on the third (3 rd ) through the twelfth (12 th ) business trading days preceding the Closing Date and dividing the sum by ten (10). The Exchange Shares portion of the SH Purchase Price will be delivered through The Depository Trust Company or in such other manner as is mutually agreed to by the Purchaser and Altoma. The cash portion of the Purchase Price will be payable by wire transfer of immediately available funds at the closing of the transactions contemplated by this Agreement and the Related Agreements (as hereinafter defined) by the parties hereto (the " Closing" ). 1.2 Authorization .

(a) The Company agrees that the Company Shares to be issued and sold by the Company to the Purchaser shall be duly authorized and issued, and shall be fully paid and nonassessable, and upon delivery to the Purchaser will vest full, valid and legal title to the Company Shares in the Purchaser.

(b) Each Selling Stockholder agrees that the SH Shares to be sold by such Selling Stockholder to the Purchaser have been duly authorized and issued, and are fully paid and nonassessable, and will not be subject to any fees, encumbrances, pledges or " adverse claims" (as Section 8-102(a)(1) of the Uniform Commercial Code of the State of Oklahoma defines that term) created by such Selling Stockholder, and upon delivery to the Purchaser will vest full, valid and legal title to the SH Shares in the Purchaser.

(c) The Purchaser agrees that the Exchange Shares to be issued and sold by the Purchaser to Altoma shall be duly authorized and issued, and shall be fully paid and nonassessable, and upon delivery to Altoma will vest full, valid and legal title to the Exchange Shares in Altoma.

1.3 Stockholders Agreement . Simultaneously with the Closing of the transactions contemplated by this Agreement, the Company, the Selling Stockholders and the Purchaser will enter into a Stockholders Agreement in substantially the form attached hereto as Exhibit B (the " Stockholders Agreement" ).

2. The Closing .

2.1 Closing Date . The Closing shall take place at the offices of Chaparral Energy, Inc., 701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114 on the later of September 22, 2006 or five (5) business days after the date all of the conditions precedent set forth in Section 7 of this Agreement have been satisfied (the " Closing Date" ). 2.2 Payment and Delivery . At the Closing: (a) the Purchaser shall pay the Purchase Price (including the Exchange Shares) to the Sellers in accordance with the allocations set forth in Exhibit A ; (b) each Seller will deliver to the Purchaser a certificate or certificates representing such Seller' s Shares; and (c) all parties thereto will execute and deliver the Stockholders Agreement and the other documents to be executed and delivered pursuant to the terms of this Agreement (the " Related Agreements" ). The certificates for Shares shall be subject to a

2 legend restricting transfer under the Securities Act, such legend to be substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AS TO THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT ANY PROSPECTUS DELIVERY REQUIREMENTS ARE NOT APPLICABLE.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED , 2006. A COPY OF THIS AGREEMENT IS AVAILABLE UPON REQUEST TO THE COMPANY. 3. Representations and Warranties of the Company . As an inducement to the Purchaser to enter into this Agreement the Company represents and warrants to the Purchaser that:

3.1 Organization and Existence . The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to carry on its business as now conducted and is qualified to do business in those jurisdictions where its lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, operations, assets, condition (financial or other) or results of operations of the Company or any of its subsidiaries taken as whole (a " Material Adverse Effect" ). The Company has delivered to the Purchaser complete and correct copies of the Certificate of Incorporation and Bylaws of the Company as in effect on the date hereof. Copies of the forms of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company to be in effect on the Closing Date are attached hereto as Exhibits C and D , respectively.

3.2 Capitalization: Ownership of Stock: Authorization .

(a) As of the date of this Agreement, the authorized capital of the Company consists of 2,000 shares of Common Stock and no shares of preferred stock. As of the date of this Agreement, the Company had (a) 1,000 issued and outstanding shares of Common Stock; (b) no shares of preferred stock outstanding; (c) no treasury shares; and (d) no securities outstanding that may be converted into underlying shares of Common Stock. As of June 30, 2006, the Company had granted or was authorized to grant awards of units under the Company' s Phantom


3 Unit Plan more particularly described in Schedule 3.2 (the " Phantom Unit Plan" ). Other than the registration rights to be granted to the Purchaser in accordance with the transactions contemplated hereby and to the other parties to the Stockholders' Agreement as set forth therein, the Company has not granted any registration rights that are currently in effect, including demand or piggy-back registration rights. Except as set forth in this Section 3.2 , there are no outstanding or authorized subscriptions, options, warrants, rights, conversion rights, phantom rights, preemptive rights, stock appreciation rights, calls, commitments or any other understandings or agreements entitling any person to receive equity of the Company. Upon issuance of the Company Shares to the Purchaser and the purchase of the SH Shares, the Purchaser will be the record and beneficial owner of the Shares and the Shares will be duly authorized, validly issued and outstanding, fully paid and nonassessable. As a result of the issuance of the Company Shares, the Company is not, nor will it become, obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, stockholder or other person.

(b) As of the Closing Date, the authorized capital of the Company will consist of 3,000,000 shares of Common Stock and 600,000 shares of preferred stock, issuable in series (the " Preferred Stock" ). After the date of this Agreement and prior to Closing, the Company shall effect a 775-for-1 stock split in the form of a stock dividend of 774 shares of Common Stock for each share of Common Stock outstanding on the date of this Agreement. As of the Closing Date, the Company will have (a) 877,000 issued and outstanding shares of Common Stock (excluding shares of restricted stock which may be issued in exchange for units issued under the Phantom Unit Plan); (b) no shares of Preferred Stock outstanding; (c) no treasury shares; and (d) no securities outstanding that may be converted into underlying shares of Common Stock. As of or after the date of this Agreement and prior to Closing, the Company may adopt an equity incentive plan authorizing the Company to issue awards for a number of shares of Common Stock up to an amount equal to 5% of the fully-diluted shares of Common Stock, based upon (i) the then-outstanding shares of Common Stock, (ii) the shares of Common Stock to be issued by the Company pursuant to this Agreement (as set forth on Exhibit A ) and (iii) such authorized shares under the plan. A portion of these authorized shares may be issued in exchange for units issued under the Phantom Unit Plan. Upon consummation of the Closing of the transactions pursuant to this Agreement, the Purchaser will own not less than 30.0% of the Common Stock of the Company on a fully diluted basis, provided, such fully diluted basis shall not include Common Stock which may in the future be issued in exchange for or payment of awards outstanding under the Company' s Phantom Unit Plan. 3.3 No Conflicts . The execution and delivery of this Agreement and the Related Agreements by the Company and performance by the Company hereunder and thereunder, will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation, Bylaws or other governance documents of the Company or any of its subsidiaries or any material indenture, mortgage, deed of trust or other contract or agreement to which the Company or any of its subsidiaries is a party or by


4 which their respective assets are bound, or violate any statute, rule, regulation, order, writ, injunction or decree of any court, administrative agency or governmental body.

3.4 Authority; Enforceability . The Company has full right, power and authority to execute and deliver this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby to be performed by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings are necessary to authorize the execution and delivery of this Agreement and the Related Agreements by the Company or to consummate the transactions contemplated hereby to be performed by the Company. This Agreement and the Related Agreements constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as that enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights, by the availability of injunctive relief or specific performance and by general principles of equity and, in the case of the Stockholders Agreement, any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations. 3.5 Litigation; Contingencies . Except as described in the Reports (as defined below), there is no action, suit or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries before any court, agency or arbitrator that would result in any Material Adverse Effect or that questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement or the Related Agreements.

3.6 Subsidiaries . Except for the subsidiaries listed in Schedule 3.6 attached hereto, the Company has no subsidiaries or any material equity interests in any other corporation, partnership, limited liability company, joint venture or other entity (excluding joint ventures, joint operating or ownership arrangements and tax partnerships entered into in the ordinary course of business). Except as set forth on Schedule 3.6 , the Company directly or indirectly owns one hundred percent (100%) of all of the issued and outstanding equity capital of each of the subsidiaries listed Schedule 3.6 . Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business; and each subsidiary of the Company is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires 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. All of the issued and outstanding capital stock or similar equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

5 3.7 Title to Assets . Except as otherwise set forth in Schedule 3.7(a) , the Company and its subsidiaries have good and defensible title to all properties and assets owned by them, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and the Company and its subsidiaries hold any leased real or personal property, including, without limitation, all oil and gas producing properties of the Company and its subsidiaries, under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. The Company and its subsidiaries have maintained all their tangible personal properties material to the business of the Company and its subsidiaries, taken as a whole, in good repair, working order and operating condition, subject to ordinary wear and tear, and all such assets are suitable for the purposes for which they are presently being used. The Company and its subsidiaries have all easements, rights-of-way and similar authorizations required for the use of the real properties and all other properties and assets owned by them and used in the conduct of the business as heretofore conducted. No material properties or assets of the Company and its subsidiaries, or any portion thereof, has been condemned or otherwise taken by any public authority, and neither the Company nor any of its subsidiaries has received written notice that any such condemnation or taking is threatened or contemplated.

3.8 Consents . The Company is not required to obtain any consent from or approval of any court, governmental entity or any other person in connection with the execution, delivery or performance by the Company of this Agreement or the Related Agreements and the transactions contemplated hereby and thereby, except such filings as may be required to be made under the Hart-Scott Rodino Act of 1976, as amended (the " HSR Act" ), or with the Securities and Exchange Commission (" SEC" ) or any state or foreign " blue sky" or securities regulatory authority. The consummation of the transactions contemplated by this Agreement will not require the approval of any entity or person in order to prevent the termination of any material right, privilege, license or agreement of the Company.

3.9 Proprietary Rights . The Company and its subsidiaries own or possess adequate licenses or other valid rights to use all patents, patent rights, trademarks, trademark rights and proprietary information used or held for use in connection with their respective businesses as currently being conducted, except where the failure to own or possess such licenses and other rights would not have a Material Adverse Effect, and there are no assertions or claims challenging the validity of any of the foregoing that would have a Material Adverse Effect. The conduct of the Company' s and its subsidiaries' respective businesses as currently conducted does not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others in any way that would have a Material Adverse Effect. There is no infringement of any proprietary right owned by or licensed by or to the Company or any of its subsidiaries that would have a Material Adverse Effect.


6 3.10 Reports; Financial Statements . The Company has filed certain reports, schedules, forms, statements and other documents with the SEC as set forth in Schedule 3.10 and had certain correspondence with the SEC and has received certain comments with respect to such filings (all of the foregoing (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein and all comments and correspondence with respect thereto) being herein referred to as the " Filings" ). The Company has made available to the Purchaser true and complete copies of the Filings and has made available to the Purchaser the audited consolidated financial statements of the Company for the fiscal years ending December 31, 2004 and 2005 and the interim financial statements for the six (6) months ending June 30, 2006 (the " Financial Statements" and collectively with the Filings, the " Reports" ). As of their respective dates, the Filings complied in all material respects with the requirements of the laws, rules and regulations applicable to thereto. None of the Filings, at the time they were filed with the SEC contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the Financial Statements complied as to form in all material respects with applicable accounting requirements and the published securities laws, rules and regulations applicable thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All of the Financial Statements present fairly in all material respects the financial position and the results of operations of the Company and its subsidiaries as of the dates and for the periods shown therein, and to the knowledge of the Company, there has been no Material Adverse Effect on the financial condition of the Company since June 30, 2006. Except as disclosed in the Reports or as set forth on Schedule 3.10 , neither the Company nor any of its subsidiaries has any debt, liability or obligation, contingent or otherwise, that would have a Material Adverse Effect. The accounting firm that has expressed its opinion with respect to the audited Financial Statements is independent of the Company pursuant to the standards promulgated by the SEC in Rule 2-01 of Regulation S-X and such firm was otherwise qualified to render the audit opinion under applicable laws. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in the Reports that has not been so disclosed.


7 3.11 Compliance with Laws; OSHA . The Company and its subsidiaries are in compliance with all applicable laws, ordinances, statutes, rules, regulations and orders promulgated by any court or federal, state or local governmental body or agency relating to its assets and business, except for such violations or failures to comply that would not result in a Material Adverse Effect. Since January 1, 2003, neither the Company nor any of its subsidiaries has received any notice, citation, claim, assessment or proposed assessment alleging any violation of any federal, state or local safety and health laws, except for any such violations as would not result in a Material Adverse Effect.

3.12 Labor Matters . There is no labor strike or labor disturbance pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has experienced any work stoppage or other material labor disturbance within the past three years. Neither the Company nor any of its subsidiaries is a party to any collective bargaining agreement with respect to its employees and, to the knowledge of the Company, there are no current attempts to organize its employees.

3.13 ERISA . Except as set forth in Schedule 3.13 , neither the Company nor any of its subsidiaries maintains or sponsors any pension, retirement, savings, deferred compensation or profit-sharing plan or any stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, or other similar plan or any " employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), under which the Company has any current or future obligation or liability or under which any employee or former employee (or beneficiary of any employee or former employee) of the Company has or may have any current or future right to benefits on account of employment with the Company (the term " plan" shall include any contract, agreement, policy or understanding, each such plan being hereinafter referred to individually as a " Plan" ).
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