Sable Offshore Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnification 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 James C. Flores (“Indemnitee”).
Sable Offshore Corp. 8,695,654 Shares of Common Stock, Par Value $0.0001 Per Share Underwriting AgreementUnderwriting Agreement • May 23rd, 2025 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
Flame Acquisition Corp.Securities Subscription Agreement • February 5th, 2021 • Flame Acquisition Corp. • 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:
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”).
FLAME ACQUISITION CORP. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • March 2nd, 2021 • Flame Acquisition Corp. • 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.”
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • February 14th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 202 , by and between Sable Offshore Corp., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors][an officer][an employee][an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
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, 2021Advisory Agreement • March 2nd, 2021 • Flame Acquisition Corp. • 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”).
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. AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • March 30th, 2023 • Flame Acquisition Corp. • Crude petroleum & natural gas • Delaware
This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”).
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”).
SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • Texas
This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and J. Caldwell Flores (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”).
Sable Offshore Corp. 6.5% Convertible Senior Notes due 2031 Underwriting AgreementUnderwriting Agreement • July 2nd, 2026 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
Sable Offshore Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 6.5% Convertible Senior Notes due 2031 (the “Underwritten Securities”) and, at the option of the Underwriters up to an additional $45,000,000 principal amount of its 6.5% Convertible Senior Notes due 2031 solely to cover overallotments (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 6.5% Convertible Senior Notes due 2031 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash and/or shares (the “Underlying Securities”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) in acco
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2024 • Flame Acquisition Corp. • Crude petroleum & natural gas
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [•] day of [•], 202[•], by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2023 • Flame Acquisition Corp. • Crude petroleum & natural gas
This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
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.
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • March 30th, 2023 • Flame Acquisition Corp. • Crude petroleum & natural gas
This Amendment No. 1 to Letter Agreement (the “Amendment”) is made and entered into as of March 24, 2023 (the “Effective Date”) and amends that certain Letter Agreement, dated as of February 24, 2021 (the “Letter Agreement”), 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 individuals party thereto (collectively, the “Insiders”). The Company, the Sponsor, FL Co-Investment, Intrepid Financial Partners and the Insiders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Letter Agreement.
Flame Acquisition Corp. Houston, TX 77002 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made and entered into by and between Sable Offshore Corp. (f/k/a Flame Acquisition Corp.), a Delaware corporation (the “Company”) and the undersigned party listed under Holder on the signature page hereto (the “Holder”).
AGREEMENT AND PLAN OF MERGER dated as of November 2, 2022 by and amongAgreement and Plan of Merger • February 14th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 2, 2022, is entered into by and among Flame Acquisition Corp., a Delaware corporation (“Acquiror”), Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings LLC, a Delaware limited liability company (the “Holdco” and together with SOC, the “Company”). Except as otherwise indicated, capitalized terms used herein shall have the meanings set forth in Article I of this Agreement.
THIRD AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT AND LIMITED WAIVER TO PURCHASE AND SALE AGREEMENTSenior Secured Term Loan Agreement and Limited Waiver to Purchase and Sale Agreement • June 22nd, 2026 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
THIRD AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT AND LIMITED WAIVER TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”), dated as of June 22, 2026, is by and among Sable Offshore Corp., a Delaware corporation (the “Borrower” or “Purchaser”), Pacific Offshore Pipeline Company (“POPC”), Pacific Pipeline Company (“PPC”), Sable Ocean America LLC (“Ocean America” and, together with POPC and PPC, the “Guarantors” and each, a “Guarantor”), Exxon Mobil Corporation, a New Jersey corporation, as lender (the “Lender” or “EMC”), Mobil Pacific Pipeline Company, a Delaware corporation (“MPPC”, and together with EMC, the “Sellers” and each, a “Seller”), and Alter Domus Products Corp., as administrative agent for the benefit of the Secured Parties (in such capacity, the “Administrative Agent”). The Sellers and the Purchaser are sometimes hereinafter referred to individually as a “PSA Party” and collectively as the “PSA Parties”. Capitalized terms used and not otherwise defined herein shall ha
AGREEMENT AND PLAN OF MERGER dated as of November 2, 2022 by and amongMerger Agreement • November 2nd, 2022 • Flame Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 2, 2022, is entered into by and among Flame Acquisition Corp., a Delaware corporation (“Acquiror”), Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings LLC, a Delaware limited liability company (the “Holdco” and together with SOC, the “Company”). Except as otherwise indicated, capitalized terms used herein shall have the meanings set forth in Article I of this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 2nd, 2022 • Flame Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [•] day of [•], 2022, by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 2nd, 2026 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Section 2.2 of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 6.5% Convertible Senior Notes due 2031 (the “Notes”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2024 • Flame Acquisition Corp. • Crude petroleum & natural gas
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of January, 2024, by and among Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), Flame Acquisition Corp., a Delaware corporation (“Flame”) and the subscriber party set forth on the signature page hereto (“Subscriber”).
AMENDMENT NO. [•] TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2024 • Flame Acquisition Corp. • Crude petroleum & natural gas
This Amendment No. [•], entered into this [•] day of January, 2024 (this “Amendment”), to the Subscription Agreement, entered into on [•] [and subsequently amended by [•]] ([as amended,] the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
1- FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated effective as of December 13, 2024 (the “Execution Date”), is by and between EXXON MOBIL CORPORATION, a New Jersey...Purchase and Sale Agreement • March 17th, 2025 • Sable Offshore Corp. • Crude petroleum & natural gas • Texas
SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • Texas
This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and James C. Flores (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”).
Revolving Credit Agreement dated as of July 2, 2026 among Sable Offshore Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Lenders Party Hereto as Lead Arranger and BookrunnerRevolving Credit Agreement • July 2nd, 2026 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
SABLE OFFSHORE CORP. SHARES OF COMMON STOCK WITH AN AGGREGATE SALES PRICE OF UP TO $250,000,000 SALES AGREEMENTSales Agreement • February 3rd, 2026 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
Term Loan Credit Agreement dated as of July 2, 2026 among Sable Offshore Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Lenders Party Hereto JPMorgan Chase Bank, N.A., as Lead Arranger and BookrunnerTerm Loan Credit Agreement • July 2nd, 2026 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
This TERM LOAN CREDIT AGREEMENT dated as of July 2, 2026, is among Sable Offshore Corp., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2023 • Flame Acquisition Corp. • Crude petroleum & natural gas
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is entered into as of June 30, 2023, by and among Flame Acquisition Corp., a Delaware corporation (“Acquiror”), Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings LLC, a Delaware limited liability company (the “Holdco” and together with SOC, the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
Senior Secured Term Loan AgreementSenior Secured Term Loan Agreement • February 14th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
This Senior Secured Term Loan Agreement is dated as of February 14, 2024 (this “Agreement”), between Sable Offshore Corp. (formerly known as Flame Acquisition Corp.), a Delaware corporation, as borrower (together with its successors and permitted assigns, the “Borrower”), Exxon Mobil Corporation, a New Jersey corporation, as lender (together with its successors and permitted assigns, “Lender”), and Alter Domus Products Corp., a Delaware corporation, as administrative agent for the benefit of the Secured Parties (in such capacity, the “Administrative Agent”), each a “Party” and together, the “Parties”.
Lock-Up AgreementLock-Up Agreement • October 11th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas
TO SENIOR SECURED TERM LOAN AGREEMENTSenior Secured Term Loan Agreement • November 14th, 2024 • Sable Offshore Corp. • Crude petroleum & natural gas • New York
Amendment”), dated as of September 6, 2024, is by and among Sable Offshore Corp., a Delaware corporation, as Borrower (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors (collectively, the “Guarantors” and each, a “Guarantor”), Exxon Mobil Corporation, a New Jersey corporation, as lender (the “Lender”), and Alter Domus Products Corp., as administrative agent for the benefit of the Secured Parties (in such capacity, the “Administrative Agent”), pursuant to the Existing Credit Agreement (as hereinafter defined). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in the Amended Credit Agreement (as hereinafter defined).