WARRANT AGREEMENT between PURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 12, 2018, is by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 22nd, 2018 • Pure Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2018, by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
36,000,000 Units Pure Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
Pure Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 36,000,000 units (the “Firm Units”) of the Company. The respective amounts of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 5,400,000 units (the “Option Units”) for the purpose of covering over-allotments in connection with the sale of the Firm Units. The Firm Units and the Option Units are collectively called the “Units,” and the offer of the Units for sale by the Underwriters to the public is hereinafter referred to as the “Offering.”
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 22nd, 2018 • Pure Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2018, is made and entered into by and among Pure Acquisition Corp., a Delaware corporation (the “Company”), HighPeak Pure Acquisition, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12, 2018, is made and entered into by and among Pure Acquisition Corp., a Delaware corporation (the “Company”), HighPeak Pure Acquisition, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of April 12, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pure Acquisition Corp., a Delaware corporation (the “Company”), and HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2018 • Pure Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”), effective as of December 12, 2017, is made and entered into by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Buyer”).
30,000,000 Units Pure Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2018 • Pure Acquisition Corp. • Blank checks • New York
Pure Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 30,000,000 units (the “Firm Units”) of the Company. The respective amounts of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 4,500,000 units (the “Option Units”) for the purpose of covering over-allotments in connection with the sale of the Firm Units. The Firm Units and the Option Units are collectively called the “Units,” and the offer of the Units for sale by the Underwriters to the public is hereinafter referred to as the “Offering.”
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 12, 2018 between Pure Acquisition Corp., a Delaware corporation (the “Company”), and HighPeak Energy Partners, LP, a Delaware limited partnership (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT by and among PURE ACQUISITION CORP., HIGHPEAK ENERGY, INC., PURE ACQUISITION MERGER SUB, INC., HIGHPEAK ENERGY, LP, HIGHPEAK ENERGY II, LP, HIGHPEAK ENERGY III, LP, HPK ENERGY, LLC, and, solely for limited purposes...Business Combination Agreement • May 4th, 2020 • Pure Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is entered into as of May 4, 2020, by and among (i) Pure Acquisition Corp., a Delaware corporation (“Parent”), (ii) HighPeak Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), (iii) Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub” and together with Parent and the Company, the “Parent Parties”), (iv) HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), (v) HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), (vi) HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), (vii) HPK Energy, LLC, a Delaware limited liability company (“HPK Energy GP”, and together with HighPeak I, HighPeak II and HighPeak III, collectively, “Contributor”, unless the context clearly requires a reference to one of such Persons, then each such Person is separately referred to as a “Contributor”), and (v
OPPENHEIMER & CO., INC. New York, New York 10004 EARLYBIRDCAPITAL, INC. New York, New York 10017 April 12, 2018Pure Acquisition Corp. • April 18th, 2018 • Blank checks • New York
This is to confirm our agreement whereby Pure Acquisition Corp., a Delaware corporation (“Company”), has requested Oppenheimer & Co., Inc. and EarlyBirdCapital, Inc. (each, an “Advisor” and together the “Advisors”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share recapitalization, reorganization, 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. 333-223845) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2018 • Pure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2018 by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 27th, 2019 • Pure Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of November 27, 2019, is made by and between HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and Pure Acquisition Corp., a Delaware corporation (“Parent”). The Sponsor and Parent shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 7th, 2020 • Pure Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”), dated as of February 6, 2020, is by and among Grenadier Energy Partners II, LLC, a Delaware limited liability company (“Contributor”), HighPeak Energy Assets II, LLC, a Delaware limited liability company (“Acquiror”), Pure Acquisition Corp., a Delaware corporation (“Pure”), HighPeak Energy, Inc., a Delaware corporation (“HighPeak Energy”) and solely for the purposes of Sections 2 and 3 of this Amendment, each of HPK Energy, LLC, a Delaware limited liability company (“HPK GP”), HighPeak Energy Management, LLC, a Delaware limited partnership (“HPK Representative”), HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”) and HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III” and together with HPK GP, HPK Representative, HighPeak I, HighPeak II, each individually a “HPK Party” and collectively, the “HPK Parties”). Contrib
PURE ACQUISITION CORP. 421 3rd Street, Suite 1000Pure Acquisition Corp. • July 27th, 2018 • Blank checks • New York
This letter agreement by and between Pure Acquisition Corp. (the “Company”) and HighPeak Energy Partners, LP (“HighPeak LP”), an affiliate of our sponsor, HighPeak Pure Acquisition, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 4th, 2020 • Pure Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of May 4, 2020, is made by and among HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), HighPeak Energy Partners II, LP, a Delaware limited partnership (“HPEP II”), and Pure Acquisition Corp., a Delaware corporation (“Parent”). The Sponsor, HPEP II and Parent shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 12, 2018 by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 7th, 2020 • Pure Acquisition Corp. • Blank checks • Delaware
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “First Amendment”) is entered into as of February 6, 2020, by and among (i) Pure Acquisition Corp., a Delaware corporation (“Parent”), (ii) HighPeak Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), (iii) Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub,” and together with Parent and the Company, the “Parent Parties”), (iv) HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), (v) HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), (vi) HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), (vii) HPK Energy, LLC, a Delaware limited liability company (“HPK Energy GP,” and together with HighPeak I, HighPeak II and HighPeak III, collectively, “Contributor,” unless the context clearly requires a reference to one of such Persons, then each such Person is separately referred
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 16th, 2020 • Pure Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “First Amendment”) is entered into as of June 12, 2020, by and among Pure Acquisition Corp., a Delaware corporation (“Parent”), HighPeak Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, HighPeak Energy, LP, a Delaware limited partnership, HighPeak Energy II, LP, a Delaware limited partnership, HighPeak Energy III, LP, a Delaware limited partnership, HPK Energy, LLC, a Delaware limited liability company, and HighPeak Energy Management, LLC, a Delaware limited liability company. The parties hereto are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
Pure Acquisition Corp. Fort Worth, Texas 76102 Re: Initial Public Offering Gentlemen:Letter Agreement • April 18th, 2018 • Pure 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 among Pure Acquisition Corp., a Delaware corporation (the “Company”), Oppenheimer & Co. and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including up to 5,400,000 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 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 pursua
ESCROW AGREEMENTEscrow Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of April 12, 2018 (“Agreement”), by and among HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) and Pure Acquisition Corp, a Delaware corporation (the “Company”).
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 29th, 2020 • Pure Acquisition Corp. • Blank checks
This THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Third Amendment”) is entered into as of July 24, 2020, by and among Pure Acquisition Corp., a Delaware corporation (“Parent”), HighPeak Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, HighPeak Energy, LP, a Delaware limited partnership, HighPeak Energy II, LP, a Delaware limited partnership, HighPeak Energy III, LP, a Delaware limited partnership, HPK Energy, LLC, a Delaware limited liability company, and solely for the limited purposes specified in the Agreement (as defined below), HighPeak Energy Management, LLC, a Delaware limited liability company. The parties hereto are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 18th, 2018 • Pure Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of April 12, 2018 (“Agreement”), by and among PURE ACQUISITION CORP., a Delaware corporation (“Company”), HIGHPEAK PURE ACQUISITION, LLC., a Delaware limited liability company (the “Sponsor”), the other parties hereto named on Exhibit A attached hereto (together with Sponsor and any permitted transferee of the Sponsor or such other parties after the date hereof in accordance with the terms hereof being referred to individually as an “Initial Stockholder or collectively as the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 2nd, 2020 • Pure Acquisition Corp. • Blank checks
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Second Amendment”) is entered into as of July 1, 2020, by and among Pure Acquisition Corp., a Delaware corporation (“Parent”), HighPeak Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, HighPeak Energy, LP, a Delaware limited partnership, HighPeak Energy II, LP, a Delaware limited partnership, HighPeak Energy III, LP, a Delaware limited partnership, HPK Energy, LLC, a Delaware limited liability company, and solely for the limited purposes specified in the Agreement, HighPeak Energy Management, LLC, a Delaware limited liability company. The parties hereto are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
PURE ACQUISITION CORP.Pure Acquisition Corp. • March 22nd, 2018 • Blank checks • Delaware
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • March 22nd, 2018 • Pure Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2018 (“Agreement”), by and among PURE ACQUISITION CORP., a Delaware corporation (“Company”), HIGHPEAK PURE ACQUISITION, LLC., a Delaware limited liability company (the “Sponsor”), the other parties hereto named on Exhibit A attached hereto (together with Sponsor and any permitted transferee of the Sponsor or such other parties after the date hereof in accordance with the terms hereof being referred to individually as an “Initial Stockholder or collectively as the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDED & RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 29th, 2020 • Pure Acquisition Corp. • Blank checks • Delaware
This Amended & Restated Forward Purchase Agreement (this “Agreement”) is entered into as of _______(Date)_________, 2020 by and among HighPeak Energy, Inc., a Delaware corporation (“HighPeak Energy” or the “Company”), each party designated as a Purchaser on the signature page hereto (together with any other Person (as defined below) that becomes a Purchaser hereunder pursuant to the terms hereof, in each case, for so long as each such Person is a party to this Agreement, the “Purchasers” and each individually, a “Purchaser”), HighPeak Energy Partners, LP, a Delaware limited partnership (“HPEP I”) and, solely for purposes of providing the written consent to assignment contemplated by Sections 4(c) and 9(f) of the original Forward Purchase Agreement (the “Original Agreement”), dated April 12, 2018, between HPEP I and Pure Acquisition Corp., a Delaware corporation (“Pure” together with HPEP I, the “Original Parties”), Pure.
