Exhibit 10.5


 


AMENDED AND
RESTATED WARRANTS PURCHASE AGREEMENT


 


THIS AMENDED AND
RESTATED WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2016 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and between KLR Energy Acquisition Corp., a Delaware
corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).


 


WHEREAS, on February
29, 2016, the Company and the Purchaser entered into the Warrants Purchase Agreement (the “Original Agreement”),
wherein the Purchaser agreed to purchase an aggregate of 666,667 warrants (or up to 766,667 warrants if the over-allotment option
in connection with the Public Offering (as defined below) is exercised in full), each warrant entitling the holder to purchase
one Share (as defined below) at an exercise price of $11.50 per Share.


 


WHEREAS, the Company
intends to consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting
of one share of the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one warrant.
Each warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed to purchase
an aggregate of 533,333 warrants (or up to 613,333 warrants if the over-allotment option in connection with the Public Offering
is exercised in full) (the “EBC Warrants”), each EBC Warrant entitling the holder to purchase one Share at an
exercise price of $11.50 per Share.


 


WHEREAS, the Company
and the Purchaser desire to amend and restate the Original Agreement and to enter into this Agreement.


 


NOW THEREFORE, in
consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase
and Sale; Terms of the EBC Warrants.


 


A. Authorization
of the EBC Warrants. The Company has duly authorized the issuance and sale of the EBC Warrants to the Purchaser.


 


B. Purchase
and Sale of the EBC Warrants.


 


(i) As payment in full
for the 533,333 EBC Warrants being purchased under this Agreement, Purchaser shall pay $400,000 (the “Purchase Price”),
by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the
trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental
Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained
by Ellenoff Grossman & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior
to the date of effectiveness of the registration statement to be filed in connection with the Public Offering (the “Registration
Statement”).


 


(ii) In the event that
the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 80,000 EBC Warrants (the
“Additional EBC Warrants”), in the same proportion as the amount of the over-allotment option that is exercised,
and simultaneously with such purchase of Additional EBC Warrants, as payment in full for the Additional EBC Warrants being purchased
hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser
shall pay $0.75 per Additional EBC Warrant, up to an aggregate amount of $60,000, by wire transfer of immediately available funds
or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 


(iii) The closing of
the purchase and sale of the EBC Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial
Closing Date”). The closing of the purchase and sale of the Additional EBC Warrants, if applicable, shall take place
simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial
Closing Date, each, a “Closing Date”). The closing of the purchase and sale of each of the EBC Warrants and
the Additional EBC Warrants shall take place at the offices of EG&S, 1345 Avenue of the Americas, New York, New York, 10105,
or such other place as may be agreed upon by the parties hereto.


 




    	 	 	 



     


    

 


C. Terms
of the EBC Warrants.


 


(i) The EBC Warrants
shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with
the Public Offering (a “Warrant Agreement”). Additionally, the Purchaser acknowledges and agrees that it and
its designees will not be permitted to exercise any EBC Warrants after the five year anniversary of the effective date of the Registration
Statement.


 


(ii) At or prior
to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the EBC Warrants and the Shares underlying the EBC Warrants (the “Warrant Shares”); provided, however, that
the Purchaser may not exercise its demand and “piggy back” registration rights pursuant to such Registration Rights
Agreement after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the Purchaser
may not exercise its demand registration rights thereunder more than one time.


 


D. Lock-up.
The Purchaser acknowledges and agrees that the Warrants and the Warrant Shares shall not be transferable, saleable or assignable
until 30 days after the consummation of an initial business combination by the Company, except to permitted transferees. The Warrants
and the Warrant Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will
therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement
or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA
Manual. Accordingly, the Warrants and the Warrant Shares may not be sold, transferred, assigned, pledged or hypothecated for 180
days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating
in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected
dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person during such 180-day period.


 


Section 2. Representations
and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the
EBC Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the
Closing Dates) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the EBC Warrants have been duly authorized by the Company as of the Closing Date.
This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the EBC Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution
and delivery by the Company of this Agreement and the EBC Warrants, the issuance and sale of the EBC Warrants, the issuance of
the Shares upon exercise of the EBC Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof
by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or
encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any
authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date
hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings
required after the date hereof under federal or state securities laws.


 




    	 	 	 



     


    

 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the EBC Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the EBC Warrants
and the Shares issuable upon exercise of such EBC Warrants, free and clear of all liens, claims and encumbrances of any kind, other
than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell
the EBC Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive the Closing Dates) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does
not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment
Representations.


 


(i) The Purchaser
is acquiring the EBC Warrants and, upon exercise of the EBC Warrants, the Shares issuable upon such exercise (collectively, the
“Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or
for resale in connection with, any public sale or distribution thereof.


 


 (ii) The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.


 


(iii) The Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser
did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c)
under the Securities Act of 1933, as amended (the “Securities Act”).


 




    	 	 	 



     


    

 


(v) The Purchaser
has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.


 


(viii) The Purchaser
has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


 


Section 4.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the EBC Warrants
are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of the Closing Dates as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Dates.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5.
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at
and as of the Closing Dates as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before the Closing Dates.


 




    	 	 	 



     


    

 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.
Termination. This Agreement may be terminated at any time after June 30, 2016 upon the election by either the Company
or a Purchaser entitled to purchase a majority of the EBC Warrants upon written notice to the other parties if the closing of the
Public Offering does not occur prior to such date.


 


Section 7.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
Closing Dates.


 


Section 8.
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
registration statement on Form S-1 the Company plans to file with the Securities and Exchange Commission, under the Securities
Act.


 


Section 9.
Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof.


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be construed in accordance with the internal laws of the State of Delaware.


 


F. Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature page
follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	KLR ENERGY ACQUISITION CORP.
	 	 
	 	By:	/s/Edward Kovalik
	 	Name:	Edward Kovalik
	 	Title:	President
	 	                  
	 	PURCHASER:


 


	 	EARLYBIRDCAPITAL, INC.
	 		                            
	 	By:	/s/Steven Levine 
	 	Name:	Steven Levine
	 	Title:	Chief Executive Officer