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Item 6.
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Indemnification of Directors and Officers.
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(1) Section 1031
of the Oklahoma General Corporation Act, under which the Company is incorporated, permits, and in some circumstances requires, the Company
to indemnify its directors and officers. Article VIII of the Certificate of Incorporation of the Company and Article VI of the
Bylaws of the Company provide for indemnification of directors and officers under certain circumstances. As permitted by the Oklahoma
General Corporation Act and the Company’s Certificate of Incorporation and Bylaws, the Company also maintains insurance on behalf
of its directors and officers against liability arising out of their status as
such. The foregoing indemnity provisions, together with director and officer insurance and the Company’s indemnification obligations
under individual indemnity agreements with its directors and officers, may be sufficiently broad to indemnify such persons for liabilities
under the Securities Act.
(2) The
Company’s Certificate of Incorporation and Bylaws provide for indemnification of each of the Company’s officers and directors
against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
them in connection with any action, suit or proceeding brought by reason of such person being or having been a director, officer, employee
or agent of the Company, or of any other corporation, partnership, joint venture, trust or other enterprise at the request of the Company,
other than an action by or in the right of the Company. To be entitled to such indemnification,
the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, the person seeking indemnification had no reasonable cause to believe
that the conduct was unlawful. the Company’s Certificate of Incorporation and Bylaws also provide for indemnification of each of
the Company’s officers and directors against expenses, including attorneys’ fees, actually and reasonably incurred in connection
with the defense or settlement of any action or suit by or in the right of the Company brought by reason of the person seeking indemnification
being or having been a director, officer, employee or agent of the Company, or any other corporation, partnership, joint venture, trust
or other enterprise at the request of the Company. To be entitled to such indemnification, the individual must have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall
be made in respect of any claim, issue or matter as to which the individual shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which such action or suit was decided has determined, despite the adjudication of liability,
that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.
(3) The
Company has entered into indemnity agreements with each of its directors and executive officers. Under each indemnity agreement, the Company
will pay on behalf of the indemnitee, subject to certain exceptions, any amount which he is or becomes legally obligated to pay because
of (a) any claim or claims from time to time threatened or made against him by any person because of any act or omission or neglect
or breach of duty, including any actual or alleged error or misstatement or misleading statement, which he commits or suffers while acting
in his capacity as a director and/or officer of the Company or an affiliate or (b) being a party, or being threatened to be made
a party, to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was an officer, director, employee or agent of the Company or an affiliate or is or was
serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise. The payments which the Company would be obligated to make under an indemnification agreement could include damages,
charges, judgments, fines, penalties, settlements and costs, cost of investigation and cost of defense of legal, equitable or criminal
actions, claims or proceedings and appeals therefrom, and costs of attachment, supersedeas, bail, surety or other bonds.
Indemnification and Insurance under the Merger Agreement with
VEI
Chesapeake and the surviving company in the merger with VEI completed
on November 1, 2021 (the “merger”) have agreed to, jointly and severally, indemnify, defend and hold harmless certain
officers, directors and employees of VEI and its subsidiaries (the “indemnified persons”) against costs and liabilities (including
attorneys’ and other professionals’ fees and expenses), arising, in whole or in part, out of the fact that such person is
or was a director, officer or employee of VEI or any of its subsidiaries, a fiduciary under any VEI plan or any employee benefit plan
of VEI’s its subsidiaries or is or was serving at the request of VEI or any of its subsidiaries as a director, officer, employee
or agent of another entity or by reason of anything done or not done by such person in any such capacity, whether pertaining to any act
or omission occurring or existing prior to or at, but not after, the effective time of the merger (such liabilities, the “indemnified
liabilities”), including all indemnified liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining
to the merger agreement or the transactions contemplated by the merger agreement, in each case to the fullest extent such person is entitled
to indemnification (including an advance of expenses) by VEI as of August 10, 2021 (whether pursuant to VEI’s organizational
documents, pursuant to contract or under applicable law).
Chesapeake and the surviving company in the merger have agreed
that any amendment, repeal or other modification of any provision in the organizational documents of the surviving company or any
of its subsidiaries in any manner that would adversely affect the rights thereunder of any indemnified person to indemnification, exculpation
and advancement in respect of the indemnified liabilities shall not be enforceable against the indemnified persons except to the extent
required by applicable law, and then only to the minimum extent required by law, shall be prospective only, shall not limit or eliminate
any such right with respect to any claim or action involving any occurrence or alleged occurrence of any action or omission to act that
took place prior to such amendment, repeal or modification, and shall be disregarded for purposes of determining the rights of indemnified
persons in respect of indemnified liabilities. Chesapeake has agreed to, and will cause the surviving company to, fulfill and honor
any indemnification, expense advancement or exculpation agreements between VEI or any of its subsidiaries and any of its directors, officers,
employees or agents existing and in effect prior to August 10, 2021.
Chesapeake and the surviving company in the merger have put in
place customary “tail” insurance policies with a claims period of at least six years and in an amount and scope at least as
favorable as VEI’s then existing policies with respect to matters, acts or omissions existing or occurring at or prior to, but not
after, the effective time of the merger.
Other Indemnification Provisions
Chesapeake may enter into an underwriting agreement in connection with
a specific offering under which the underwriters will be obligated, under certain circumstances, to indemnify Chesapeake’s directors
and officers against certain liabilities, including liabilities under the Securities Act.