Exhibit 4.5 WARRANT AGREEMENT Agreement made as of _________ __, 2004 between Tremisis Energy Acquisition Corporation, a Delaware corporation, with offices at 1775 Broadway, Suite 604, New York, New York 10019 ("Company"), and Continental Stock...Warrant Agreement • April 27th, 2004 • Tremisis Energy Acquisition Corp • Blank checks • New York
EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the [Closing Date], by and among: Tremisis Energy Acquisition Corporation, a Delaware corporation (the "Company"), and the...Registration Rights Agreement • October 26th, 2005 • Tremisis Energy Acquisition Corp • Blank checks • Delaware
BETWEENUnderwriting Agreement • April 27th, 2004 • Tremisis Energy Acquisition Corp • Blank checks • New York
TREMISIS ENERGY ACQUISITION CORPORATION ______________, 2004 Coqui Capital Partners, L.P. 1775 Broadway Suite 604 New York, New York 10019 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of...Service Agreement • March 12th, 2004 • Tremisis Energy Acquisition Corp
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Tremisis Energy Acquisition Corporation ("TEAC") and continuing until the consummation by TEAC of a "Business Combination" (as described in TEAC's IPO prospectus), Coqui Capital Partners L.P. shall make available to TEAC certain office and secretarial services as may be required by TEAC from time to time, situated at 1775 Broadway, Suite 604, New York, New York 10019. In exchange therefore, TEAC shall pay Coqui Capital Partners L.P. the sum of $3,500 per month on the Effective Date and continuing monthly thereafter.
AMENDMENT NO. 1Underwriting Agreement • October 26th, 2005 • Tremisis Energy Acquisition Corp • Blank checks
EXHIBIT 10.5 [PARENT] CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2005 • Tremisis Energy Acquisition Corp • Blank checks • Oklahoma
AMENDMENT NO. 2 TO MERGER AGREEMENT AMENDMENT NO. 2, dated as of February 15, 2006, to the Agreement and Plan of Merger ("Merger Agreement"), dated as of October 20, 2005, by and among Tremisis Energy Acquisition Corporation, RAM Energy Acquisition,...Merger Agreement • February 21st, 2006 • Tremisis Energy Acquisition Corp • Blank checks
EXHIBIT 10.4 CONFORMED COPY LOCK-UP AGREEMENT October 20, 2005 Tremisis Energy Acquisition Corporation 1775 Broadway, Suite 604 New York, New York 10019 Attention: Lawrence S. Coben, Chairman and CEO Re: Securities Issued in Merger with RAM Energy,...Lock-Up Agreement • October 26th, 2005 • Tremisis Energy Acquisition Corp • Blank checks
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___nd day of __________, 2004, by and among: Tremisis Energy Acquisition Corporation, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • March 12th, 2004 • Tremisis Energy Acquisition Corp • New York
EXHIBIT 10.15 RAM ENERGY RESOURCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2006 • Tremisis Energy Acquisition Corp • Blank checks • Oklahoma
BETWEENUnderwriting Agreement • May 10th, 2004 • Tremisis Energy Acquisition Corp • Blank checks • New York
HALCÓN RESOURCES CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2018 • Halcon Resources Corp • Crude petroleum & natural gas • New York
Halcón Resources Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers identified on Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 7, 2018 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 6.75% Senior Notes due 2025 (the “New Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The New Securities will be issued pursuant to an Indenture, dated as of February 16, 2017, by and among the Issuer, the Guarantors named therein and U.S. Bank National Association (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of July 24, 2017, and as further su
AMENDMENT NO. 1Merger Agreement • November 14th, 2005 • Tremisis Energy Acquisition Corp • Blank checks
EXHIBIT 10.17 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of May 8, 2006, by and among: Tremisis Energy Acquisition Corporation, a Delaware corporation (the "Company"), and the undersigned...Registration Rights Agreement • May 12th, 2006 • Tremisis Energy Acquisition Corp • Blank checks • Delaware
WARRANT AGREEMENTWarrant Agreement • January 3rd, 2007 • Ram Energy Resources Inc • Crude petroleum & natural gas • New York
Agreement made as of May 12, 2004 between Tremisis Energy Acquisition Corporation, a Delaware corporation, with offices at 1775 Broadway, Suite 604, New York, New York 10019 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EXHIBIT 10.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • October 26th, 2005 • Tremisis Energy Acquisition Corp • Blank checks • Delaware
March 11, 2004 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: Tremisis Energy Acquisition Corporation --------------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to...Warrant Purchase Agreement • March 12th, 2004 • Tremisis Energy Acquisition Corp
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Tremisis Energy Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
8,000,000 Shares HALCÓN RESOURCES CORPORATION Common Stock Underwriting AgreementUnderwriting Agreement • February 8th, 2018 • Halcon Resources Corp • Crude petroleum & natural gas • New York
Halcón Resources Corporation, a Delaware corporation (the “Company”), proposes to sell 8,000,000 shares of common stock (the “Firm Stock”), par value $0.0001 per share (the “Common Stock”), to the underwriters named in Schedule 1 (the “Underwriters”) attached to this agreement (this “Agreement”) for whom J.P. Morgan Securities LLC (the “Representative”) is acting as representative. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 1,200,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of __________ ____, 2004 by and between Tremisis Energy Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • May 10th, 2004 • Tremisis Energy Acquisition Corp • Blank checks
Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2004 ("Agreement"), by and among TREMISIS ENERGY ACQUISITION CORPORATION, a Delaware corporation ("Company"), LAWRENCE S. COBEN, ISAAC KIER, DAVID A. PREISER and...Stock Escrow Agreement • April 27th, 2004 • Tremisis Energy Acquisition Corp • Blank checks • New York
EXHIBIT 10.9.1 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Registration Rights Agreement ("Amendment") is entered into as of May 8, 2006 by and among Tremisis Energy Acquisition Corporation, a Delaware corporation (the...Registration Rights Agreement • May 12th, 2006 • Tremisis Energy Acquisition Corp • Blank checks
EARLYBIRDCAPITAL, INC. 600 THIRD AVENUE 33RD FLOOR NEW YORK, NEW YORK 10016Selected Dealers Agreement • April 27th, 2004 • Tremisis Energy Acquisition Corp • Blank checks • New York
RAM ENERGY RESOURCES, INC.Voting Agreement • December 12th, 2007 • Ram Energy Resources Inc • Crude petroleum & natural gas • Delaware
275,000 UNITS OFPurchase Option Agreement • April 27th, 2004 • Tremisis Energy Acquisition Corp • Blank checks • New York
EXHIBIT 10.23.1 Amendment to Purchase Contract RWG Energy, Inc. ("Seller") and Targa North Texas LP, successor-in-interest to Targa Midstream Services Limited Partnership ("Buyer") entered into a Gas Purchase Contract dated January 30, 1998 ("the...Purchase Contract • June 5th, 2006 • Ram Energy Resources Inc • Crude petroleum & natural gas
35,000,000 Shares HALCÓN RESOURCES CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2012 • Halcon Resources Corp • Crude petroleum & natural gas • New York
EnCap Energy Capital Fund VIII, L.P. (the “Selling Stockholder”) proposes to sell 35,000,000 shares (the “Firm Stock”) of common stock of Halcón Resources Corporation, a Delaware corporation (the “Company”), par value $0.0001 per share (the “Common Stock”) to the underwriters named in Schedule 1 (the “Underwriters”) attached to this agreement (this “Agreement”). In addition, the Selling Stockholder proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriters.
NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS _________- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2008Warrant Agreement • April 13th, 2004 • Tremisis Energy Acquisition Corp • Blank checks
is the registered holder of ____________ Warrants expiring ________, 2008 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Tremisis Energy Acquisition Corporation, a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination or (ii) __________, 2005, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and
HALCÓN RESOURCES CORPORATION Purchase AgreementPurchase Agreement • February 8th, 2018 • Halcon Resources Corp • Crude petroleum & natural gas • New York
Halcón Resources Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 6.75% Senior Notes due 2025 (the “Securities”). The Securities will be issued as “Additional Securities” pursuant to that certain Indenture, dated as of February 16, 2017 (as supplemented and amended, the “Indenture”), among the Company, the guarantors listed therein (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be irrevocably and unconditionally guaranteed, jointly and severally, by each of the Guarantors (the “Guarantees”). This Purchase Agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Company by the Initial Purchasers.
EXHIBIT 10.9 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Registration Rights Agreement ("Amendment") is entered into as of the [Closing Date] by and among Tremisis Energy Acquisition Corporation, a Delaware corporation...Registration Rights Agreement • October 26th, 2005 • Tremisis Energy Acquisition Corp • Blank checks
HALCÓN RESOURCES CORPORATION 9.75% SENIOR NOTES DUE 2020 PURCHASE AGREEMENTPurchase Agreement • December 20th, 2013 • Halcon Resources Corp • Crude petroleum & natural gas • New York
EXHIBIT 10.23 THIS CONTRACT IS SUBJECT TO THE LAWS OF THE STATE OF TEXAS GAS PURCHASE CONTRACTGas Purchase Contract • May 12th, 2006 • Tremisis Energy Acquisition Corp • Blank checks
INTERCREDITOR AGREEMENT dated as of May 1, 2015 between JPMORGAN CHASE BANK, N.A., as Priority Lien Agent, and U.S. Bank National Association, as Second Lien Collateral Trustee THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE DATED...Intercreditor Agreement • May 4th, 2015 • Halcon Resources Corp • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT, dated as of May 1, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between JPMORGAN CHASE BANK, N.A., as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Priority Lien Agent”) and U.S. Bank National Association, as collateral trustee for the Second Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Second Lien Collateral Trustee”).
COLLATERAL TRUST AGREEMENT dated as of May 1, 2015 among HALCÓN RESOURCES CORPORATION, as the Company, the Guarantors from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Parity Lien Debt...Collateral Trust Agreement • May 4th, 2015 • Halcon Resources Corp • Crude petroleum & natural gas • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of May 1, 2015 and is by and among Halcón Resources Corporation (the “Company”), the Guarantors from time to time party hereto, U.S. Bank National Association, as Trustee (as defined below), and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 April 19, 2004 Tremisis Energy Acquisition Corporation 1775 Broadway Suite 604 New York, New York 10019 Lawrence S. Coben Isaac Kier David A. Preiser Jon Schotz Gentlemen:...Letter Agreement • April 20th, 2004 • Tremisis Energy Acquisition Corp • Blank checks
Reference is made to each of your respective letter agreements with EarlyBirdCapital, Inc. and Tremisis Energy Acquisition Corporation, dated March 3, 2004. The undersigned hereby waives its rights under Section 8 of each of your letter agreements relating to your restrictions on being involved with future "Acquisition Funds." Except as indicated above, each of the letter agreements shall remain in full force and effect.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2012 • Halcon Resources Corp • Crude petroleum & natural gas • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2012, by and between Halcón Resources Corporation, a Delaware corporation (the “Company”), and Petro-Hunt Holdings LLC, a Delaware limited liability company, and Pillar Holdings LLC, a Delaware limited liability company (the “Sellers”).
