AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HNRA UPSTREAM, LLC A Delaware limited liability companyLimited Liability Company Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HNRA Upstream, LLC, a Delaware limited liability company (the “Company”), dated as of November 15, 2023, is entered into by and among the Members that are party hereto, HNR Acquisition Corp., a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2023, is by and between Pogo Royalty, LLC, a Texas limited liability company (the “Holder”) and HNR Acquisition Corp., a Delaware corporation (the “Company”).
OPTION AGREEMENTOption Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Texas
THIS OPTION AGREEMENT (this “Agreement”) is made as of November 15, 2023 (the “Effective Date”), by and between POGO ROYALTY, LLC, a Texas limited liability company, with offices at 4809 Cole Avenue, Suite 200, Dallas, Texas 75205 (“Pogo Royalty”), HNRA ROYALTIES, LLC a Delaware limited liability company with offices at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (“HNRA Royalties”), and, solely with respect to Section 1.2, HNR ACQUISITION CORP, a Delaware corporation with offices at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (“SPAC”). Pogo Royalty and HNRA Royalties may hereafter be referred to each as a “Party” and together as “Parties”. Capitalized terms shall have the meanings set forth on Exhibit A.
DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENTNomination and Board Observer Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
THIS DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2023, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and CIC Pogo LP, a Delaware limited partnership (“CIC” or “Seller”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the MIPA (as defined below).
PROMISSORY NOTEPurchase Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Texas
This unsecured, subordinated note (the “Note”) is being delivered pursuant to that certain Amended and Restated Membership Interest Purchase Agreement dated as of August 28, 2023 (the “Purchase Agreement”), by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), 4400 Holdings, LLC, a Texas limited liability company (“4400”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”, and together with CIC, DenCo and 4400, collectively, “Sellers”), HNR Acquisition Corp., a Delaware corporation (the “Company”), HNRA Partner, Inc., a Delaware corporation (“Partner”), and HNRA Upstream, LLC, a Delaware limited liability company (“Obligor”), and, solely for purposes of Section 6.20 thereof, HNRAC Sponsors LLC, a Delaware limited liability company, pursuant to which the Obligor and Partner have agreed to acquire 100% of the outstanding equity interests of Pogo Resources, LLC, a Texas limite
GUARANTY AGREEMENTGuaranty Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • North Dakota
THIS GUARANTY AGREEMENT (this agreement, together with all amendments and restatements and all Joinders, this “Guaranty”), dated as of November 15, 2023 (the “Effective Date”), is made by each of the parties listed on the signature pages hereof as a “guarantor” and each other Person who becomes a party hereto pursuant to Section 17 (each, individually, a “Guarantor”, and collectively, the “Guarantors”) and, solely for purposes of Section 18(b), the Borrower (defined below), in favor of First International Bank & Trust, a North Dakota state banking institution (in such capacity, the “Lender”), for the benefit of the Guaranteed Parties (defined below) and is executed in connection with that certain Term Loan Agreement dated as of November 15, 2023 (as amended, restated or otherwise modified from time to time, the “Term Loan Agreement”) among HNR Acquisition Corp, a Delaware corporation (the “Borrower”), HNRA Upstream, LLC, a Delaware limited liability company (“HNRA OpCo”), HNRA Partner,
BACKSTOP AGREEMENTBackstop Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
This Backstop Agreement (the “Agreement”) is made as of November 15, 2023 (the “Execution Date”) by and among Pogo Royalty, LLC, a Texas limited liability company (“Pogo Royalty”), HNR Acquisition Corp., a Delaware corporation (the “Company” or the “SPAC”), HNRA Upstream, LLC, a Delaware limited liability company (“OpCo”), and the persons listed as Founders on the signature pages hereto (individually, each a “Founder” and, collectively, the “Founders”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
Amendment No. 1 to AMENDED AND RESTATED Membership interest purchase AGREEMENTMembership Interest Purchase Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This Amendment No. 1 (this “Amendment”) dated November 14, 2023 (the “Amendment Effective Date” to Amended and Restated Membership Interest Purchase Agreement, dated as of August 28, 2023, is made by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), HNR Acquisition Corp, a Delaware corporation (“HNRA” or the “SPAC”), HNRA PARTNER, INC., a Delaware corporation, (“SPAC Subsidiary”), HNRA UPSTREAM, LLC, a Delaware limited liability company (“OpCo”, and together with HNRA, SPAC Subsidiary and “Buyer” and each a “Buyer”) and, solely with respect to Section 6.20, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”). Seller and Buyer may hereafter be referr
FOUNDER PLEDGE AGREEMENTFounder Pledge Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
VIA E-MAIL HNR Acquisition CorpHNR Acquisition Corp. • November 21st, 2023 • Crude petroleum & natural gas
Pledge and Security AgreementPledge and Security Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • North Dakota
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of November 15, 2023, by HNR ACQUISITION CORP, a Delaware corporation (“Borrower”), HNRA UPSTREAM, LLC, a Delaware limited liability company, HNRA PARTNER, INC., a Delaware corporation, POGO RESOURCES, LLC, a Texas limited liability company, LH OPERATING, LLC, a Texas limited liability company, and EACH OF THE OTHER ENTITIES OR INDIVIDUALS WHO BECOME A PARTY HERETO (collectively, the “Debtors” and each individually a “Debtor”) in favor of FIRST INTERNATIONAL BANK & TRUST, a North Dakota state banking institution, as lender (“Lender”), for the benefit of the Secured Parties (defined in the Term Loan Agreement referenced below).
