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
FORM OF WARRANT AGREEMENT between VANTAGE ENERGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2017Warrant Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [Ÿ], 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2017 • Vantage Energy Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2017, by and between VANTAGE ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Vantage Energy Acquisition Corp. Irving, TX 75039 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 3rd, 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 46,000,000 of the Company’s units (including up to 6,000,000 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
