40,000,000 Units Vantage Energy Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein an
WARRANT AGREEMENT between VANTAGE ENERGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of April 10, 2017Warrant Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 10, 2017, is by and between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 10, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and NGP Vantage Energy LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2017, is made and entered into by and among Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), NGP Vantage Energy LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 10, 2017 by and between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2017, between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and NGP Vantage Energy LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2018 • Vantage Energy Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of April 10, 2018, by and between VANTAGE ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), and Alan J. Katz (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2017 • Vantage Energy Acquisition Corp. • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of February 14, 2017, is made and entered into by and between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and NGP Vantage Energy LLC, a Delaware limited liability company (the “Buyer”).
April 10, 2017Underwriting Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s units (including up to 7,200,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall
Insider Letter Acknowledgement and AgreementInsider Letter Acknowledgement and Agreement • April 12th, 2018 • Vantage Energy Acquisition Corp. • Blank checks • New York
This acknowledgement and agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to such state’s principles of conflicts of law that would cause the laws of any other jurisdiction to apply.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 10, 2017, between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and NGP Vantage Energy LLC, a Delaware limited liability company (the “Purchaser”).
VANTAGE ENERGY ACQUISITION CORP.Administrative Services Agreement • March 21st, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
VANTAGE ENERGY ACQUISITION CORP.Administrative Services Agreement • April 14th, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
This letter agreement by and between Vantage Energy Acquisition Corp. (the “Company”) and NGP Vantage Energy LLC (“NGP”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
