EX-10.5



 Exhibit 10.5 

INDEMNITY AGREEMENT 
 THIA INDEMNITY
AGREEMENT (“Agreement”), effective as of March 21, 2017, is made by and between Chaparral Energy, Inc., a Delaware corporation with executive offices located at 701 Cedar Lake Blvd., Oklahoma City, Oklahoma 73114 (the
“Company”), and [                ], Director of the Company, residing at
[                ] (the “Indemnitee”). 

The Company and Indemnitee recognize the prevalent risk of corporate shareholder litigation, in general, subjecting directors to the risk of
expensive litigation. 
 The Company’s Board of Directors has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that
traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws of Chaparral Energy, Inc. (“Bylaws”) and the Third Amended and Restated Certificate of Incorporation if Chaparral
Energy, Inc. (“Certificate of Incorporation”) requires indemnification of the directors of the Company. 
 Indemnitee may also be
entitled to indemnification pursuant to the Delaware General Corporation Law (“DGCL”). Section 145 of the DGCL, empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons
who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the Board of Directors, officers and other persons with respect to indemnification; 

Given the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance Expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so indemnified. 
 This Agreement is a supplement to and in furtherance
of the Bylaws and Certificate of Incorporation and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. 

Indemnitee does not regard the protection available under the Bylaws and Certificate of Incorporation and insurance as adequate in the present
circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he or she is so indemnified. 
 NOW, THEREFORE, in consideration of Indemnitee’s
agreement to serve as a director from and after the date hereof, the parties agree as follows: 
 1. Definitions. 

(a) Agent. For the purposes of this Agreement, “Agent” of the Company means any person who is or was a director, officer,
employee or other agent of the Company or a Subsidiary of the Company (as defined herein); or is or was serving at the request of, for the convenience of or to represent the interest of the Company or a Subsidiary of the Company as a director,
officer, employee or agent; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a Subsidiary of the Company, or was a director, officer, employee or agent of
another enterprise at the request of, for the convenience of or to represent the interests of such predecessor corporation. 

  
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 (b) Expenses. For purposes of this Agreement, “Expenses” includes all direct and
indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, printing and binding costs, telephone charges,
postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness
in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding and related disbursements, and other out-of-pocket costs actually
and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement; provided, however, that Expenses shall not include
any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a Proceeding. 
 (c) Proceeding. For the
purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit, arbitration, alternative dispute resolution mechanism, claim, investigation, inquiry, administrative hearing, or any other actual or
threatened or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever; provided, however, that Proceedings shall not include an action by or in the right of the Company or any Subsidiary of the Company.

 (d) Subsidiary. For purposes of this Agreement, “Subsidiary” means any corporation of which more than 50% of the
outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries. 

2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, in the capacity the
Indemnitee currently serves, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any Subsidiary of the Company or until such time as he or she tenders his
resignation in writing or he or she is removed from such position, provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee. 

3. Maintenance of Liability Insurance. 

The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so
long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company shall use reasonable efforts to obtain and maintain in full force and effect directors’ and
officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. 
 4.
Mandatory Indemnification. The Company shall indemnify the Indemnitee from: 
 (a) Third Party Actions. If the Indemnitee was
or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all Expenses
and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense,
settlement or appeal of such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no
reasonable cause to believe his or her conduct was unlawful; and 
 (b) Derivative Actions. If the Indemnitee was or is a party or is
threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in
any such capacity, against any amounts paid in settlement of any such Proceeding and all Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, or appeal of such Proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be 

  
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made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company after the time for an appeal has expired by a court of competent
jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper;
and 
 (c) Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify
the Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fees, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee under D&O Insurance.

 5. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense,
settlement or appeal of a Proceeding but not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the
Indemnitee is not entitled. 
 6. Advancement of Expenses. Subject to Section 10 below, to the fullest extent to which it is
permitted to do so by the DGCL or other applicable law, the Company shall, in advance of the final disposition of the matter, pay the Expenses and costs (including attorneys’ fees) actually and reasonably incurred by any Indemnitee in defending
or otherwise participating in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of
the Company or by reason of anything done or not done by him or her in any such capacity, and any appeal therefrom for which such Indemnitee may be entitled to such indemnification under this Agreement; provided, however, if required
by the DGCL, such payment of Expenses and costs in advance of the final disposition of the Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such Indemnitee to repay all amounts advanced if it should
be ultimately determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such Expenses. Indemnitee hereby undertakes to repay such amounts advanced only if, and to
the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty
(20) days following delivery of a written request therefor by the Indemnitee to the Company. 
 7. Notice and Other Indemnification
Procedures. 
 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any
Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 

(b) If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) hereof, the Company has
D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. 

(c) Any indemnification or advancement of Expenses under this Agreement shall be made promptly, and in any event within thirty
(30) days, upon the written request of the Indemnitee. If a determination by the Corporation that the Indemnitee is entitled to indemnification is required, and the Corporation fails to respond within sixty (60) days to a written request
for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in 

  
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whole or in part, or if tender of such request is not made within thirty (30) days (or twenty (20) days in the case of a claim for advancement of expenses), the right to indemnification
or advancement of expenses as granted by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such Indemnitee’s Expenses incurred in connection with successfully establishing the right to
indemnification, in whole or in part, in any such action or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, shall also be indemnified by the Corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the Indemnitee
has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the Indemnitee for the amount claimed, but the burden of such defense shall be on the Corporation. 

(d) In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise,
shall be on the Corporation. 
 (e) In the event the Company shall be obligated to advance the Expenses for any Proceeding against the
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect
to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his or her counsel in any such Proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been
previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such Proceeding, the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. 

8. Determination of Right to Indemnification. 

(a) To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4(a),
4(b) or 4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or her in connection therewith. 

(b) In the event that Section 8(a) is inapplicable, the Company shall indemnify the Indemnitee unless, and only to the extent that, the
Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification. 

(c) The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8(b) hereof that
the Indemnitee is not entitled to indemnification will be heard from among the following: 
 (1) A quorum of the Board consisting of
directors who are not parties to the Proceeding for which indemnification is being sought; 
 (2) The stockholders of the Company; 

(3) Legal counsel selected by the Indemnitee and reasonably approved by the Board, which counsel shall make such determination in a written
opinion; 
 (4) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the
last of whom is selected by the first two arbitrators so selected. 

  
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(d) As soon as practicable, and in no event later than 30 days after written notice of the Indemnitee’s choice of forum pursuant to Section 8(c) above, the Company shall, at its own
expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification; and the Company shall act in the utmost good faith to
assure the Indemnitee a complete opportunity to defend against such claim. 
 (e) Notwithstanding a determination by any forum listed in
Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, the court in which that Proceeding is or was
pending or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to the Agreement. 

(f) The Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding
under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the
Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or not made in good faith. 

9. Limitation of Actions and Release of Claims. No Proceeding shall be brought and no cause of action shall be asserted by or on behalf
of the Company or any Subsidiary against the Indemnitee, his or her spouse, heirs, estate, executors or administrators after the expiration of one year from the act or omission of the Indemnitee upon which such Proceeding is based; however, in a
case where the Indemnitee fraudulently conceals the facts underlying such cause of action, no Proceeding shall be brought and no cause of action shall be asserted after the expiration of one year from the earlier of (i) the date the Company or
any Subsidiary of the Company discovers such facts, or (ii) the date the Company or any Subsidiary of the Company could have discovered such facts by the exercise of reasonable diligence. Any claim or cause of action of the Company or any
Subsidiary of the Company, including claims predicated upon the negligent act or omission of the Indemnitee, shall be extinguished and deemed released unless asserted by filing of a legal action within such period. This Section 9 shall not
apply to any cause of action which has accrued on the date hereof and of which the Indemnitee is aware on the date hereof, but as to which the Company has no actual knowledge apart from the Indemnitee’s knowledge. 

10. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement: 
 (a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to the Indemnitee with respect to Proceedings
or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as
required under Section 145, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or 

(b) Lack of Good Faith. To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding
instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous; or 

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless
the Company consents to such settlement; or 
 (d) Claims by the Company for Willful Misconduct. To indemnify or advance Expenses to
the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee with respect to any Proceeding or claim brought by the Company against the Indemnitee for willful misconduct, unless a court of competent jurisdiction determines that
each of such claims was not made in good faith or was frivolous; or 

  
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(e) Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; or 
 (f) Willful Misconduct.
To indemnify the Indemnitee on account of the Indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct; or 

(g) Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful; or 
 (h) Forfeiture of Certain Bonuses and Profits. To indemnify Indemnitee for
the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended, or any similar successor statute. 

11. Nonexclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed
exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or
otherwise, both as to actions in his or her official capacity and to actions in another capacity while occupying his or her position as an Agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has
ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee. 
 12.
Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law. 

13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable and to give effect to Section 12 hereof. 
 14. Modification and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 
 15. Successors and Assigns. The
terms of this Agreement shall bind, and shall inure to the benefit of, the successors, heirs, executors, and administrators and assigns of the parties hereto. 

16. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as
shown on the signature page of this Agreement, or as subsequently modified by written notice. 
 17. Governing Law. This Agreement
shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. 

18. Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the
State of Delaware for all purposes in connection with any action or Proceeding which arises out of or relates to this Agreement. 

  
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 The parties hereto have entered into this Indemnity Agreement effective as of the date first
above written. 
  

			
	CHAPARRAL ENERGY, INC.


 
			
		
	By:	 	  



 
			
		
	Its:	 	  



 
			
	
	INDEMNITEE:


 
			
	
	  




  
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