REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among HNR Acquisition Corp, a Delaware corporation (the “Company”), HNRAC Sponsors, 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”).
HNR ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
HNR Acquisition Corp, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This warrant agreement (“Agreement”) is made as of [ ], 2022 by and between HNR Acquisition Corp., a Delaware corporation with offices at 3730 Kirby Drive, Suite 1200 Houston, TX 77098 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
HNR Acquisition Corp Suite A Dover, DE 19901HNR Acquisition Corp. • December 28th, 2021 • Blank checks • Delaware
This agreement (the “Agreement”) is entered into effective December 24, 2020 by and between HNRAC Sponsors, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and HNR Acquisition Corp, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of the common stock, $0.0001 par value per share, of the Company (the “Shares”), some of which are subject to forfeiture (“Forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”) in accordance with Section 3 herein. The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between HNR Acquisition Corp, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2022 by and between HNR Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of _____, 2022, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”) and HNRAC Sponsors, LLC, a Delaware limited liability company (the “Purchaser”).
HNR Acquisition Corp Re: Initial Public Offering Gentlemen:Letter Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among HNR Acquisition Corp, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant and one right (the “Right”) to receive one-tenth (1/10) of one share of Common Stock (the “Right Shares”) . Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $1
RIGHTS AGREEMENTRights Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between HNR Acquisition Corp, a Delaware corporation, with offices at 3730 Kirby Drive, Suite 1200, Houston, Texas 77098 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
HNRAC Sponsors, LLC 3730 Kirby Drive Suite 1200 Houston, Texas 77098HNR Acquisition Corp. • December 28th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HNR Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), HNRAC Sponsors LLC (“Sponsor”) shall make available to the Company certain office space, utilities, secretarial and administrative services as may be required by the Company from time to time, situated at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum equal to $10,000 per month, commencing on the Effective Date and continuing monthly
