FPA ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2023 • Fpa Energy Acquisition Corp. • New York
FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc., (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:
WARRANT AGREEMENTWarrant Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [*], 2023, is by and between FPA Energy Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2023 • Fpa Energy Acquisition Corp.
Pursuant to Section 1(k) of the Investment Management Trust Agreement between FPA Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [*], 2023 (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 into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*] 2023, is made and entered into by and among FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), FPA Energy Sponsors 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between FPA Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [*], 2023 (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 into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 15th, 2023 • Fpa Energy Acquisition Corp. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [*], 2023, by and between FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), and_________________ (the “Indemnitee”).
RIGHTS AGREEMENTRights Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*] 2023 between FPA Energy Acquisition Corp., a Delaware corporation, with offices at 12460 Crabapple Road -- No.202.623, Alpharetta, GA 30004 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
FPA ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTFpa Energy Acquisition Corp. • June 23rd, 2023 • Blank checks • New York
FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc., (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:
FPA Energy Acquisition Corp. 12460 Crabapple Road -- No.202.623, Alpharetta, GA 30004 Re: Initial Public Offering Gentlemen:Letter Agreement • June 23rd, 2023 • Fpa Energy 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 FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as the representative (the “Representative”) of the underwriters (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 common stock, par value $0.0001 per share (the “Common Stock”), one right, and one redeemable warrant. Each right (each a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial Business Combination (as defined below). Each warrant (each, a “Warrant”) entitles the holder thereof to purchase o
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Fpa Energy Acquisition Corp. • May 15th, 2023 • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY FPA ENERGY ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENTS (DEFINED HEREIN)) AND ONE YEAR AFTER THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENTS) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 23rd, 2023 • Fpa Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2023 (as it may from time to time be amended, this “ Agreement”), is entered into by and among FPA Energy Acquisition Corp., a Delaware corporation (the “Company”), Wells Real Estate Investment LLC, a Florida limited liability company (”Wells”) and I-Bankers Securities, Inc. (the “Representative”, and together with Wells, the “Purchasers”).
FPA Energy Acquisition Corp. 12460 Crabapple Road -- No. 202.623 Alpharetta, GA 30004Agreement • May 15th, 2023 • Fpa Energy Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into as of August 22, 2022 by and between FPA Energy Sponsors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and FPA Energy 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 3,751,875 shares of common stock, $0.0001 par value per share (the “Shares”), up to 489,375 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:
I-Bankers Securities, Inc. 1208 Shady Lane N Keller, TX 76248Fpa Energy Acquisition Corp. • June 23rd, 2023 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby FPA Energy Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, 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. 333-271914) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • May 15th, 2023 • Fpa Energy Acquisition Corp. • New York
This Rights Agreement (this “Agreement”) is made as of [*] 2023 between FPA Energy Acquisition Corp., a Delaware corporation, with offices at 12460 Crabapple Road -- No.202.623, Alpharetta, GA 30004 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
