Flame Acquisition Corp.Flame Acquisition Corp. • February 5th, 2021 • 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:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and between Flame Acquisition Corp., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
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”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • 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.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 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”).
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”).
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”).
FORM OF WARRANTS PURCHASE AGREEMENTForm of Warrants Purchase Agreement • February 5th, 2021 • Flame Acquisition Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of [ ● ], 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”).
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”).
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 21st, 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.
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.
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: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
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”).
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”).
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”).
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”).
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”.
