8,000,000 Units KLR ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EBC” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of March 10, 2016 is between KLR Energy Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 March 10, 2016KLR Energy Acquisition Corp. • March 16th, 2016 • Blank checks • New York
This is to confirm our agreement whereby KLR Energy Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-209041) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2016, is made and entered into by and among KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holders 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 • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 10, 2016 by and between KLR Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
KLR Energy Acquisition Corp. Houston, TX 77002 Attn: Gary C. Hanna EarlyBirdCapital, Inc. New York, New York 10017Letter Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,000,000 of the Company’s units (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 collectively with the Class F Common Stock (defined below), the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and
THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), and KLR Energy Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • March 16th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
