WARRANT AGREEMENTWarrant Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [*], 2023, is by and between FPA Energy Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FPA ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc., (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*] 2023, is made and entered into by and among FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), FPA Energy 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between FPA Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [*], 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
RIGHTS AGREEMENTRights Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*] 2023 between FPA Energy Acquisition Corp., a Delaware corporation, with offices at 12460 Crabapple Road -- No.202.623, Alpharetta, GA 30004 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
FPA Energy Acquisition Corp. 12460 Crabapple Road -- No.202.623, Alpharetta, GA 30004 Re: Initial Public Offering Gentlemen:Underwriting Agreement • June 23rd, 2023 • Fpa Energy 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 between FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as the representative (the “Representative”) of the underwriters (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 right, and one redeemable warrant. Each right (each a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial Business Combination (as defined below). Each warrant (each, a “Warrant”) entitles the holder thereof to purchase o
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2023 (as it may from time to time be amended, this “ Agreement”), is entered into by and among FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), Wells Real Estate Investment LLC, a Florida limited liability company (”Wells”) and I-Bankers Securities, Inc. (the “Representative”, and together with Wells, the “Purchasers”).
I-Bankers Securities, Inc. 1208 Shady Lane N Keller, TX 76248Merger Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby FPA Energy Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, 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. 333-271914) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with its initial public offering (“IPO”).
