Flame Acquisition Corp.Flame Acquisition Corp. • February 5th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 18, 2020 by and between FL Co-Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Flame 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 1,257,813 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 164,063 of which are subject to 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”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and between Flame Acquisition Corp., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is made and entered into by and among Flame Acquisition Corp., a Delaware corporation (the “Company”), Flame Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), FL Co-Investment LLC (“FL Co-Investment”), Intrepid Financial Partners, L.L.C. (“Intrepid Financial Partners”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, FL Co-Investment, Intrepid Financial Partners and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FLAME ACQUISITION CORP. 25,000,000 Units Underwriting AgreementFlame Acquisition Corp. • February 5th, 2021 • Blank checks • New York
Flame Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002Flame Acquisition Corp. • February 5th, 2021 • Blank checks • New York
FORM OF WARRANTS PURCHASE AGREEMENTForm of Warrants Purchase Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Company”), and each of the individuals listed on Schedule A hereto (each a “Purchaser” and, collectively, the “Purchasers”).
FORM OF WARRANT AGREEMENTWarrant Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is by and between Flame Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Flame Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of [ ● ], 2021 (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. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Flame Acquisition Corp. Houston, TX 77002 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 5th, 2021 • Flame 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 between Flame Acquisition Corp., a Delaware corporation (the “Company”), Cowen and Company, LLC (“Cowen”) and Intrepid Partners, LLC (“Intrepid”) (each of Cowen and Intrepid, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 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 redeemable 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 pursuant t
