REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2022 • HNR Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2022, is made and entered into by and among HNR Acquisition Corp, a Delaware corporation (the “Company”), HNRAC 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”).
HNR ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2022 • HNR Acquisition Corp. • Blank checks • New York
HNR Acquisition Corp, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • February 16th, 2022 • HNR Acquisition Corp. • Blank checks • New York
This warrant agreement (“Agreement”) is made as of February 10, 2022 by and between HNR Acquisition Corp, a Delaware corporation with offices at 3730 Kirby Drive, Suite 1200 Houston, TX 77098 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
HNR Acquisition Corp Suite A Dover, DE 19901HNR Acquisition Corp. • December 28th, 2021 • Blank checks • Delaware
This agreement (the “Agreement”) is entered into effective December 24, 2020 by and between HNRAC Sponsors, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and HNR 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 the common stock, $0.0001 par value per share, of the Company (the “Shares”), some of which are subject to forfeiture (“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”) in accordance with Section 3 herein. The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between HNR Acquisition Corp, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2022 • HNR Acquisition Corp. • Blank checks • New York
This Agreement is made as of February 10, 2022 by and between HNR Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 3rd, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 2, 2023, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 16th, 2022 • HNR Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 10, 2022, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”) and HNRAC Sponsors, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENT Dated as of October 17, 2022 by and between HNR Acquisition Corp. andCommon Stock Purchase Agreement • October 21st, 2022 • HNR Acquisition Corp. • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2022 (the “Execution Date”), by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and HNR Acquisition Corp., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2022 • HNR Acquisition Corp. • Blank checks • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 17, 2022, is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and HNR Acquisition Corp., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 1st, 2024 • HNR Acquisition Corp. • Crude petroleum & natural gas • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and Mark Williams, an individual residing in Fulshear, Fort Bend, County, Texas (“Executive”), must be approved by a majority of the Board of Directors of the Company in order to be binding upon the Company prior to the Effective Date of January 29, 2024 (the “Effective Date”). Each of the Company and Executive are a “Party,” and collectively, they are the “Parties.”
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and HNRA on the Trade Date specified below. The term “Counterparty” refers to HNRA. In...HNR Acquisition Corp. • November 3rd, 2023 • Crude petroleum & natural gas
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller and HNRA as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HNRA UPSTREAM, LLC A Delaware limited liability companyLimited Liability Company Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HNRA Upstream, LLC, a Delaware limited liability company (the “Company”), dated as of November 15, 2023, is entered into by and among the Members that are party hereto, HNR Acquisition Corp., a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.
February 10, 2022 HNR Acquisition Corp Houston, TX 77098Letter Agreement • February 16th, 2022 • HNR 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 among HNR Acquisition Corp, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 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”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase three quarters of one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2023, is by and between Pogo Royalty, LLC, a Texas limited liability company (the “Holder”) and HNR Acquisition Corp., a Delaware corporation (the “Company”).
RIGHTS AGREEMENTRights Agreement • December 28th, 2021 • HNR Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between HNR Acquisition Corp, a Delaware corporation, with offices at 3730 Kirby Drive, Suite 1200, Houston, Texas 77098 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
OPTION AGREEMENTOption Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Texas
THIS OPTION AGREEMENT (this “Agreement”) is made as of November 15, 2023 (the “Effective Date”), by and between POGO ROYALTY, LLC, a Texas limited liability company, with offices at 4809 Cole Avenue, Suite 200, Dallas, Texas 75205 (“Pogo Royalty”), HNRA ROYALTIES, LLC a Delaware limited liability company with offices at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (“HNRA Royalties”), and, solely with respect to Section 1.2, HNR ACQUISITION CORP, a Delaware corporation with offices at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (“SPAC”). Pogo Royalty and HNRA Royalties may hereafter be referred to each as a “Party” and together as “Parties”. Capitalized terms shall have the meanings set forth on Exhibit A.
DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENTNomination and Board Observer Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
THIS DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2023, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and CIC Pogo LP, a Delaware limited partnership (“CIC” or “Seller”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the MIPA (as defined below).
EXCHANGE AGREEMENTExchange Agreement • November 13th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November __, 2023, is entered into by and between HNR Acquisition Corp, a Delaware corporation (the “Company”) and ___________________(the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.
PROMISSORY NOTEPurchase Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Texas
This unsecured, subordinated note (the “Note”) is being delivered pursuant to that certain Amended and Restated Membership Interest Purchase Agreement dated as of August 28, 2023 (the “Purchase Agreement”), by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), 4400 Holdings, LLC, a Texas limited liability company (“4400”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”, and together with CIC, DenCo and 4400, collectively, “Sellers”), HNR Acquisition Corp., a Delaware corporation (the “Company”), HNRA Partner, Inc., a Delaware corporation (“Partner”), and HNRA Upstream, LLC, a Delaware limited liability company (“Obligor”), and, solely for purposes of Section 6.20 thereof, HNRAC Sponsors LLC, a Delaware limited liability company, pursuant to which the Obligor and Partner have agreed to acquire 100% of the outstanding equity interests of Pogo Resources, LLC, a Texas limite
February 10, 2022 HNRAC Sponsors, LLC 3730 Kirby Drive Suite 1200 Houston, Texas 77098 Gentlemen:HNR Acquisition Corp. • February 16th, 2022 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HNR Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), HNRAC Sponsors LLC (“Sponsor”) shall make available to the Company certain office space, utilities, secretarial and administrative services as may be required by the Company from time to time, situated at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum equal to $10,000 per month, commencing on the Effective Date and continuing monthly
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONGMembership Interest Purchase Agreement • January 3rd, 2023 • HNR Acquisition Corp. • Blank checks
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 27, 2022 (the “Execution Date”) is made by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), HNR Acquisition Corp., a Delaware corporation (“Buyer” or the “SPAC”), and, solely with respect to Section 7.20, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”). Seller and Buyer may hereafter be referred to each as a “Party” and together as the “Parties.”
SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated FEBRUARY 10, 2022 September 7, 2023Satisfaction and Discharge • September 13th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of September 7, 2023, by and between HNR Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
HNRAC Sponsors, LLC 3730 Kirby Drive Suite 1200 Houston, Texas 77098HNR Acquisition Corp. • December 28th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HNR Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), HNRAC Sponsors LLC (“Sponsor”) shall make available to the Company certain office space, utilities, secretarial and administrative services as may be required by the Company from time to time, situated at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum equal to $10,000 per month, commencing on the Effective Date and continuing monthly
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 13th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 13, 2023 is made by and among HNR Acquisition Corp, a Delaware limited liability company (the “Company”), and Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Backstop Investor”).
GUARANTY AGREEMENTGuaranty Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • North Dakota
THIS GUARANTY AGREEMENT (this agreement, together with all amendments and restatements and all Joinders, this “Guaranty”), dated as of November 15, 2023 (the “Effective Date”), is made by each of the parties listed on the signature pages hereof as a “guarantor” and each other Person who becomes a party hereto pursuant to Section 17 (each, individually, a “Guarantor”, and collectively, the “Guarantors”) and, solely for purposes of Section 18(b), the Borrower (defined below), in favor of First International Bank & Trust, a North Dakota state banking institution (in such capacity, the “Lender”), for the benefit of the Guaranteed Parties (defined below) and is executed in connection with that certain Term Loan Agreement dated as of November 15, 2023 (as amended, restated or otherwise modified from time to time, the “Term Loan Agreement”) among HNR Acquisition Corp, a Delaware corporation (the “Borrower”), HNRA Upstream, LLC, a Delaware limited liability company (“HNRA OpCo”), HNRA Partner,
SPAC Stockholder Support AgreementSpac Stockholder Support Agreement • January 3rd, 2023 • HNR Acquisition Corp. • Blank checks
This SPAC Stockholder Support Agreement (this “Agreement”) is made and entered into as of December 26, 2022 by and between the person or entity listed on the signature page hereto (a “Stockholder”) and HNR Acquisition Corp., a Delaware corporation (“Buyer”). Stockholder and Buyer are collectively referred to herein as the “Parties” and individually as a “Party”.
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONGMembership Interest Purchase Agreement • August 30th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This Amended and Restated Membership Interest Purchase Agreement (this “Agreement”), dated as of August 28, 2023 (the “Execution Date”), is made by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), HNR Acquisition Corp, a Delaware corporation (“HNRA” or the “SPAC”), HNRA PARTNER, INC., a Delaware corporation, (“SPAC Subsidiary”), HNRA UPSTREAM, LLC, a Delaware limited liability company (“OpCo”, and together with HNRA, SPAC Subsidiary and “Buyer” and each a “Buyer”) and, solely with respect to Section 6.20, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”). Seller and Buyer may hereafter be referred to each as a “Party” and together as the “Parties
BACKSTOP AGREEMENTBackstop Agreement • August 30th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
This Backstop Agreement (the “Agreement”) is made as of [________], 2023 (the “Execution Date”) by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), HNR Acquisition Corp., a Delaware corporation (the “Company” or the “SPAC”), HNRA Upstream, LLC, a Delaware limited liability company (“OpCo”), and the persons listed as Founders on the signature pages hereto (individually, each a “Founder” and, collectively, the “Founders”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
BACKSTOP AGREEMENTBackstop Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
This Backstop Agreement (the “Agreement”) is made as of November 15, 2023 (the “Execution Date”) by and among Pogo Royalty, LLC, a Texas limited liability company (“Pogo Royalty”), HNR Acquisition Corp., a Delaware corporation (the “Company” or the “SPAC”), HNRA Upstream, LLC, a Delaware limited liability company (“OpCo”), and the persons listed as Founders on the signature pages hereto (individually, each a “Founder” and, collectively, the “Founders”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 23rd, 2024 • HNR Acquisition Corp. • Crude petroleum & natural gas • North Dakota
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of April 18, 2024, but effective as of March 31, 2024 (the “Amendment Effective Date”), by and among HNR ACQUISITION CORP, a Delaware corporation (“Borrower”), HNRA UPSTREAM, LLC, a Delaware limited liability company, HNRA PARTNER, INC., a Delaware corporation, POGO RESOURCES, LLC, a Texas limited liability company, and LH OPERATING, LLC, a Texas limited liability company (each as a “Guarantor”), and FIRST INTERNATIONAL BANK & TRUST, a North Dakota state banking institution (“Lender”).
Amendment No. 1 to AMENDED AND RESTATED Membership interest purchase AGREEMENTMembership Interest Purchase Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas
This Amendment No. 1 (this “Amendment”) dated November 14, 2023 (the “Amendment Effective Date” to Amended and Restated Membership Interest Purchase Agreement, dated as of August 28, 2023, is made by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), HNR Acquisition Corp, a Delaware corporation (“HNRA” or the “SPAC”), HNRA PARTNER, INC., a Delaware corporation, (“SPAC Subsidiary”), HNRA UPSTREAM, LLC, a Delaware limited liability company (“OpCo”, and together with HNRA, SPAC Subsidiary and “Buyer” and each a “Buyer”) and, solely with respect to Section 6.20, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”). Seller and Buyer may hereafter be referr
FOUNDER PLEDGE AGREEMENTFounder Pledge Agreement • November 21st, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware
VIA E-MAIL HNR Acquisition CorpHNR Acquisition Corp. • November 21st, 2023 • Crude petroleum & natural gas
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 20th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Texas
This Separation and Release Agreement (the “Agreement”) is between Diego “Dean” Rojas (the “Individual”) and HNR Acquisition Corp and its affiliates (collectively, the “Company”).
