0001193125-16-798532 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 20th, 2016 • KLR Energy Acquisition Corp. • Blank checks • New York

This SUBSCRIPTION AGREEMENT is entered into this 20th day of December, 2016 (this “Subscription Agreement”), by and between KLR Energy Acquisition Corp., a Delaware corporation (the “Company”), KLR Energy Sponsor, LLC, a Delaware corporation (“Sponsor”) and each undersigned subscriber (each individually as used herein, “Subscriber”). Each Subscriber is acting severally and not jointly with any other Subscriber, including, without limitation, the obligation to purchase Acquired Securities (defined below) hereunder and the representations and warranties of Subscriber hereunder (which are made by Subscriber as to itself only).

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WAIVER AGREEMENT
Waiver Agreement • December 20th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware

This Waiver Agreement (this “Waiver”) is entered into as of December 20, 2016 by and between KLR Energy Sponsor, LLC, a Delaware limited liability company (“KLR Sponsor”) and KLR Energy Acquisition Corp., a Delaware corporation (the “Company”).

SHAREHOLDERS’ AND REGISTRATION RIGHTS AGREEMENT
Shareholders’ and Registration Rights Agreement • December 20th, 2016 • KLR Energy Acquisition Corp. • Blank checks • Delaware

THIS SHAREHOLDERS’ AND REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of December 20, 2016, is made by and among Tema Oil and Gas Company, a Maryland corporation (“Tema”), KLR Energy Sponsor, LLC, a Delaware limited liability company (“KLRE Sponsor”), KLR Energy Acquisition Corp., a Delaware corporation (the “Company”) and Anchorage (as defined below).

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