WARRANT AGREEMENT between PURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 12, 2018, is by and between Pure 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12, 2018, is made and entered into by and among Pure Acquisition Corp., a Delaware corporation (the “Company”), HighPeak Pure Acquisition, 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”).
36,000,000 Units Pure Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
Pure Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 36,000,000 units (the “Firm Units”) of the Company. The respective amounts of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 5,400,000 units (the “Option Units”) for the purpose of covering over-allotments in connection with the sale of the Firm Units. The Firm Units and the Option Units are collectively called the “Units,” and the offer of the Units for sale by the Underwriters to the public is hereinafter referred to as the “Offering.”
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 12, 2018 between Pure Acquisition Corp., a Delaware corporation (the “Company”), and HighPeak Energy Partners, LP, a Delaware limited partnership (the “Purchaser”).
OPPENHEIMER & CO., INC. New York, New York 10004 EARLYBIRDCAPITAL, INC. New York, New York 10017 April 12, 2018Advisory Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby Pure Acquisition Corp., a Delaware corporation (“Company”), has requested Oppenheimer & Co., Inc. and EarlyBirdCapital, Inc. (each, an “Advisor” and together the “Advisors”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share recapitalization, reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-223845) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Pure Acquisition Corp. Fort Worth, Texas 76102 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pure Acquisition Corp., a Delaware corporation (the “Company”), Oppenheimer & Co. and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including up to 5,400,000 units that 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 “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursua
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 12, 2018 by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ESCROW AGREEMENTEscrow Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of April 12, 2018 (“Agreement”), by and among HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) and Pure Acquisition Corp, a Delaware corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of April 12, 2018 (“Agreement”), by and among PURE ACQUISITION CORP., a Delaware corporation (“Company”), HIGHPEAK PURE ACQUISITION, LLC., a Delaware limited liability company (the “Sponsor”), the other parties hereto named on Exhibit A attached hereto (together with Sponsor and any permitted transferee of the Sponsor or such other parties after the date hereof in accordance with the terms hereof being referred to individually as an “Initial Stockholder or collectively as the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of April 12, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pure Acquisition Corp., a Delaware corporation (the “Company”), and HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).
