10,000,000 UNITS LIBERTY RESOURCES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Liberty Resources Acquisition Corp. • Blank checks • New York
The undersigned, Liberty Resources Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”), and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between LIBERTY RESOURCES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 9th, 2021 • Liberty Resources Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of November 4, 2021, between Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Trust Purposes Company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October November , 84, 2021 2021 by and between Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”),...Investment Management Trust Agreement • November 9th, 2021 • Liberty Resources Acquisition Corp. • Blank checks • New York
WHEREAS, the Company’s registration statement on Form S-1, No. 333-259342 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
Liberty Resources Acquisition Corp.Liberty Resources Acquisition Corp. • September 3rd, 2021 • New York
This agreement (the “Agreement”) is entered into on July 28, 2021 by and between Liberty Fields LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Liberty Resources 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 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,500 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2021 • Liberty Resources Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Liberty Resources Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), Liberty Fields LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed 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”).
Liberty Resources Acquisition Corp. Suite 500 Miami, FL 33130 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 9th, 2021 • Liberty Resources 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 between Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 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 to a reg
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 21st, 2023 • Liberty Resources Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 18, 2023, by and between Liberty Resources Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 3rd, 2023 • Liberty Resources Acquisition Corp. • Blank checks
This SPONSOR VOTING AGREEMENT (this “Agreement”), is entered into as of December 30, 2022 (the “Effective Date”), by and among Liberty Fields, LLC, a Delaware limited liability company (“Sponsor”), Liberty Resources Acquisition Corp., a Delaware corporation (“Liberty”), Liberty Onshore Energy B.V., a Dutch private limited liability company (“PubCo”), and Markmore Energy (Labuan) Limited, a Malaysia limited liability company (“Markmore”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2021 • Liberty Resources Acquisition Corp. • Blank checks • New York
This Amendment (the “Amendment”) to that certain Underwriting Agreement, dated as of November 3, 2021 (the “Agreement”), is entered into as of November 22, 2021 (the “Effective Date”), by and between Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC (the “EF Hutton”; and together with the Company, the “Parties”, and each, a “Party”).
MARKMORE SUPPORT AGREEMENTMarkmore Support Agreement • January 3rd, 2023 • Liberty Resources Acquisition Corp. • Blank checks
This VOTING AGREEMENT (this “Agreement”), is entered into as of December 30, 2022 (the “Effective Date”), by and among Markmore Energy (Labuan) Limited, a Malaysia limited liability company (“Markmore”), Liberty Onshore Energy B.V., a Dutch private limited liability company (“PubCo”), and Liberty Resources Acquisition Corp., a Delaware corporation (“Liberty”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
Liberty Resources Acquisition Corp.Liberty Resources Acquisition Corp. • October 5th, 2021 • Blank checks • New York
This letter agreement by and between Liberty Resources Acquisition Corp. (the “Company”) and Liberty Fields LLC, our sponsor (“Liberty Fields”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
ANNEX B PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 21st, 2024 • Liberty Resources Acquisition Corp. • Blank checks • New York
This Amendment No. 2 (this “Amendment”), dated as of February 12, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Liberty Resources Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined shall have the meanings assigned to them in the Trust Agreement.
Liberty Resources Acquisition Corp.Liberty Resources Acquisition Corp. • November 9th, 2021 • Blank checks • New York
This letter agreement by and between Liberty Resources Acquisition Corp. (the “Company”) and Liberty Fields LLC, our sponsor (“Liberty Fields”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
BUSINESS COMBINATION AGREEMENT by and among LIBERTY RESOURCES ACQUISITION CORP. LIBERTY ONSHORE ENERGY, B.V. LIBERTY ONSHORE RESOURCES B.V. LIBY MERGER SUB LLC and MARKMORE ENERGY (LABUAN) LIMITED effective as of December 15, 2022Business Combination Agreement • December 22nd, 2022 • Liberty Resources Acquisition Corp. • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is effective as of December 15, 2022, by and among Liberty Resources Acquisition Corp., a Delaware corporation (“Liberty”), Liberty Onshore Energy B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), Liberty Onshore Resources B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid (“HoldCo”), LIBY Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Markmore Energy (Labuan) Limited (“Markmore”). Liberty, PubCo, HoldCo, Merger Sub and Markmore are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
