INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2021 • Flame Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between Flame Acquisition Corp., a Delaware corporation (the “Company”), and Michael E. Dillard (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Flame Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 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. • March 2nd, 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.”
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • March 2nd, 2021 • Flame Acquisition Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of February 24, 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”).
February 24, 2021Flame Acquisition Corp. • March 2nd, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Flame Acquisition Corp., a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Intrepid Partners, LLC (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252805), as amended, filed with the U.S. Securities and Exchange Commission (as amended, the “Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 2nd, 2021 • Flame Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 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 • March 2nd, 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
