Description of the Common Stock, par value $0.01 per share, of Chaparral Energy, Inc

Our authorized capital stock consists of 197,130,071 shares, which include (i) 180,000,000 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), (ii) 12,130,071 shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock” and together with the Class A Common Stock, our “common stock”) and (iii) 5,000,000 shares of preferred stock, par value $0.01 per share.

The Class B Common Stock was authorized in order to address certain circumstances relating to our emergence from bankruptcy in 2017. All previously outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with our Certificate of Incorporation, and no shares of Class B Common Stock are issued or reserved for issuance. Given the nature of the Class B Common Stock it is not contemplated that any additional shares of Class B Common Stock will ever be issued or reserved for issuance.

As of March 11, 2020, we have one class of securities registered pursuant to Section 12 of the Exchange Act: the Class A Common Stock, of which 48,413,185 shares were issued and 47,938,374 shares were outstanding as of March 11, 2020.

The Class A Common Stock is listed on the NYSE under the symbol “CHAP.”

Except as provided by law or in a preferred stock designation, holders of shares of Class A Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, will have the exclusive right (along with any other holders of our common stock) to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of Class A Common Stock are not entitled to vote on any amendment to the Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote on that amendment pursuant to the Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the DGCL.

Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of our common stock (including the Class A Common Stock) are entitled to receive ratably in proportion to the shares of our common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. Dividends

on the Class A Common Stock in the form of common stock or the right to receive common stock may be paid only in the form of Class A Common Stock.

We have not paid any dividends on our common stock in either of the last two years and we do not currently anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any future determination relating to our dividend policy will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant by our board of directors. We are also restricted from paying any cash dividends under:

Our Credit Agreement and our Indenture are each filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K to which this description is filed as an exhibit.

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of our common stock (including the Class A Common Stock) will be entitled to share ratably in our assets in proportion to the shares of our common stock held by them that are remaining after payment or provision for payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

All outstanding shares of Class A Common Stock are fully paid and non-assessable. The holders of the Class A Common Stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Stock.

Under the terms of our Certificate of Incorporation and our Bylaws, we are prohibited from issuing any non-voting equity securities to the extent required under Section 1123(a)(6) of the Bankruptcy Code and only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company.

Some provisions of Delaware law, our Certificate of Incorporation and our Bylaws described below contain provisions that could make the following transactions more difficult: (i) acquisitions of us by means of a tender offer, a proxy contest or otherwise and (ii) the removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

We are not subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

Provisions of our Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of the Class A Common Stock.

Among other things, our Certificate of Incorporation and Bylaws:

Our Certificate of Incorporation limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our Certificate of Incorporation and Bylaws also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our Certificate of Incorporation and Bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We have entered into indemnification agreements with each of our current directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our Certificate of Incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

The transfer agent and registrar for the Class A Common Stock is Computershare Trust Company, N.A.