EX-10.5



 Exhibit 10.5 

SECURITIES PURCHASE AGREEMENT 

This Securities Purchase Agreement (this “Agreement”), effective as of February 3, 2015, is made and entered into by and
between Avondale Acquisition Corp., a Delaware corporation (the “Company”), and OAGS, LLC, an Oklahoma limited liability company (the “Buyer”). 

RECITALS: 
 WHEREAS,
the Buyer wishes to purchase from the Company an aggregate of 5,750,000 shares (the “Shares”) of the Company’s Common Stock (as defined below), up to 750,000 of which are subject to partial or complete forfeiture by the Buyer if
the underwriters of the initial public offering (the “IPO”) of units (the “Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”); and 

WHEREAS, the Buyer wishes to purchase the Shares from the Company and the Company wishes to sell the Shares to the Buyer on the terms
and subject to the conditions set forth in this Agreement. 
 AGREEMENT: 

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS

 The terms defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:

 “Agreement” shall have the meaning set forth in the preamble to this Agreement. 

“Buyer” shall have the meaning set forth in the preamble to this Agreement. 

“Closing” shall have the meaning set forth in Section 2.3 of this Agreement. 

“Closing Date” shall have the meaning set forth in Section 2.3 of this Agreement. 

“Common Stock” shall mean the Common Stock, $0.0001 par value per share, of the Company. 

“Company” shall have the meaning set forth in the preamble to this Agreement. 

“Consent” means any consent, approval, notification, waiver, or other similar action that is necessary or convenient. 







 “Governmental Body” shall mean any legislature, agency, bureau, branch, department,
division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority.

 “Insider Letter” shall have the meaning set forth in Section 7.1 of this Agreement. 

“IPO” shall have the meaning set forth in the recitals to this Agreement. 

“Law” shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other
similar authority enacted, adopted, promulgated or applied by any Governmental Body. 
 “Lien” shall mean a mortgage, deed of
trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or
preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the
filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens incurred in the Company’s ordinary course of business or (ii) Liens for
taxes incurred but not yet due. 
 “Lock-up” shall have the meaning set forth in Section 7.2 of this Agreement. 

“New Certificate” shall have the meaning set forth in Section 5.3 of this Agreement. 

“Order” shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or
under the supervision of any Governmental Body or arbitrator. 
 “Original Certificate” shall have the meaning set forth in
Section 2.2 of this Agreement. 
 “Over-allotment Option” shall have the meaning set forth in the recitals to this
Agreement. 
 “Permit” shall mean a permit, license, certificate, waiver, notice or similar authorization. 

“Purchase Price” shall have the meaning set forth in Section 2.2 of this Agreement. 

“SEC” shall mean the United States Securities and Exchange Commission. 

“Securities Act” shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the
applicable rules and regulations promulgated and in effect from time to time thereunder. 
 “Shares” shall have the meaning set
forth in the recitals to this Agreement. 







 “Trust Account” shall have the meaning set forth in Section 6.1 of this
Agreement. 
 “Units” shall have the meaning set forth in the recitals to this Agreement. 

ARTICLE II 
 PURCHASE OF
THE SHARES 
 Section 2.1 Purchase and Sale of the Shares. Subject to the terms and conditions hereof and in reliance
upon the representations and warranties of the parties contained or incorporated by reference herein, simultaneous with the execution hereof, the Company shall sell and deliver to the Buyer, and the Buyer shall purchase from the Company, the Shares,
in consideration of the payment of the Purchase Price noted herein. 
 Section 2.2 Purchase Price. As payment in full for
the Shares being purchased under this Agreement and against delivery to the Buyer of a certificate registered in the Buyer’s name representing the Shares (the “Original Certificate”) therefor, simultaneous with the execution hereof,
the Buyer shall pay $25,000 to the Company by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company (the “Purchase Price”). 

Section 2.3 Closing. The closing of the purchase and sale of the Shares (the “Closing”) shall be held on the date
of this Agreement (“Closing Date”) at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or such other place as may be agreed upon by the parties hereto. 

Section 2.4 Closing Deliveries. All actions taken at the Closing shall be deemed to have been taken simultaneously. 

(a) Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price. 

(b) Company Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days
after the Closing, the Company shall deliver to the Buyer the certificates representing the Shares. 
 Section 2.5 Further
Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by
this Agreement. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE BUYER 

The Buyer represents and warrants that the statements contained in this Article III are correct and complete as of the date of
this Agreement. 







 Section 3.1 Organization and Good Standing. The Buyer is a limited liability
company duly organized, validly existing, and in good standing under the laws of the state of Oklahoma. 
 Section 3.2 Power and
Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has full entity power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions
contemplated hereby. This Agreement has been duly authorized, executed and delivered by, and is enforceable against, the Buyer. 

Section 3.3 Investment Representations. 

(a) The Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. 

(b) The Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement. 

(c) The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges that there is a
substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk of such investment for an indefinite period of time. The Buyer has no need for liquidity in its investment in the Shares for
the foreseeable future and is able to bear the risk of that investment for an indefinite period. The Buyer understands that there presently is no public market for the Shares and none is anticipated to develop in the foreseeable future. The
Buyer’s present financial condition is such that the Buyer is under no present or contemplated future need to dispose of any portion of the Shares subscribed for hereby to satisfy any existing or contemplated undertaking, need or indebtedness.
The Buyer’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and the investment in the Company will not cause such overall commitment to become excessive. 

(d) The Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state securities act, and
are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts, except those state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where
applicable, is predicated in part on the accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Buyer either
registers the Shares in accordance with federal and state securities laws or finds and complies with an available exemption under such laws. Accordingly, the Buyer hereby acknowledges that there can be no assurance that it will be able to liquidate
its investment in the Company. 
 (e) There are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges
that it has read the information set forth above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without 







 
limitation, risks arising from the fact that the Company is an entity with limited operating history and financial resources; and the Buyer is fully able to bear the economic risks of such
investment for an indefinite period, and can afford a complete loss thereof. 
 (f) The Buyer has been given the opportunity to (i) ask
questions of and receive answers from the Company and its designated representatives concerning the terms and conditions of the offering, the Company and the business and financial condition of the Company and (ii) obtain any additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer further
represents and warrants that, prior to signing this Agreement, it has asked such questions, received such answers and obtained such information as it has deemed necessary or advisable to evaluate the merits and risks of the purchase of the Shares
and an investment in the Company. The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. 

(g) The Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination
relating to the merits of an investment in the Company. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

Section 4.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware. 
 Section 4.2 Power and Authority; Enforceability. This Agreement
constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been
duly authorized, executed, and delivered by, and is enforceable against, the Company. 
 Section 4.3 No Violation; Necessary
Approvals. Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of transactions contemplated hereby, will: (a) with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract or Permit to which the Company is a party or by which it
is bound or any of its assets are subject, or any provision of the Company’s organizational documents as in effect on the Closing Date, (b) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company;
(c) require any Consent under any contract or organizational document to which the Company is a party or by which it is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and
(ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not 







 
require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights
with respect to any of the Shares. 
 Section 4.4 Authorization of the Shares. The Shares have been duly authorized and,
when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the
Securities Act and applicable state securities laws. 
 ARTICLE V 

FORFEITURE OF SHARES 

Section 5.1 Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full,
the Buyer acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares, pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following
such forfeiture, the Buyer will own an aggregate number of Shares (not including Shares issuable upon exercise of any warrants or any shares of Common Stock purchased by the Buyer in the IPO or in the aftermarket) equal to 20% of the issued and
outstanding shares of Common Stock immediately following the closing of the IPO. 
 Section 5.2 Termination of Rights as
Stockholder. If any of the Shares are forfeited in accordance with this Article V, then after such time the Buyer (or its successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such
action as is appropriate to cancel such Shares. 
 Section 5.3 Share Certificate; Stop Transfer Order. In the event an
adjustment to the Original Certificate is required pursuant to this Article V, then the Buyer shall return the Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company
advising the Buyer of such adjustment, after which a new certificate (the “New Certificate”) shall be issued in such amount representing the adjusted number of Shares held by the Buyer. The New Certificate shall be delivered to the Buyer
as soon as practicable. 
 ARTICLE VI 

WAIVER OF LIQUIDATION DISTRIBUTIONS; REDEMPTION RIGHTS 

Section 6.1 In connection with the Shares purchased pursuant to this Agreement, the Buyer hereby waives any and all right, title,
interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be
deposited (the “Trust Account”). For purposes of clarity, in the event the Buyer purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares of Common Stock so purchased shall be eligible to receive any
liquidating distributions by the Company. 







 ARTICLE VII 

RESTRICTIONS ON TRANSFER 

Section 7.1 Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (the
“Insider Letter”) dated as of the closing of the IPO by and between the Buyer and the Company, the Buyer agrees not to transfer, assign, sell or release or dispose of all or any part of the Shares unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel
reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the SEC thereunder and with all applicable state securities
laws. 
 Section 7.2 Lock-up. The Buyer acknowledges that the Shares will be subject to lock-up provisions (the
“Lock-up”) contained in the Insider Letter. Pursuant to the Insider Letter, the Buyer will agree not to transfer, assign, sell or release or dispose of all or any part of the Shares until the earlier to occur of: (A) one year after
the completion of the Company’s initial business combination, or (B) subsequent to the completion of the Company’s initial business combination, (i) the last sale price of the Company’s Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or
(ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or
other property. 
 Section 7.3 Restrictive Legends. Each certificate evidencing the Shares and each certificate issued in
exchange for or upon the transfer of any Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: 
 “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.” 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE
COMPANY AND THE FOUNDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” 

ARTICLE VIII 
 VOTING AND
TENDER OF SHARES 
 Section 8.1 Buyer agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Buyer agrees not to tender any Shares in connection with a tender offer presented to the
Company’s stockholders in connection with an initial business combination negotiated by the Company. 







 ARTICLE IX 

MISCELLANEOUS 

Section 9.1 Entire Agreement. This Agreement, together with the certificates, documents, instruments and writings that are
delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or
oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 
 Section 9.2
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective
successors. 
 Section 9.3 Assignments. Except as otherwise provided herein, no party hereto may assign either this
Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this Section 9.3 shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee. 
 Section 9.4 Waiver of Jury Trial. THE PARTIES
HERETO EACH HEREBY AGREE TO WAIVE THE RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE
EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT. 







 Section 9.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 

Section 9.6 Headings. The article and section headings contained in this Agreement are inserted for convenience only and
will not affect in any way the meaning or interpretation of this Agreement. 
 Section 9.7 Governing Law. This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be 

governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws
principles. 
 Section 9.8 Amendments. This Agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by the parties hereto. 
 Section 9.9 Severability. The provisions of
this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party
hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

 Section 9.10 Expenses. Except as otherwise expressly provided in this Agreement, each party hereto will bear its own
costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors,
legal counsel and accountants. 
 Section 9.11 Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or
disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any








 
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. 

Section 9.12 Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

 Section 9.13 Indemnification. Each party shall indemnify the other against any loss, cost or damages (including
reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement. 

[Signature page follows] 







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

			
	
	COMPANY: 
	
	AVONDALE ACQUISITION CORP.
		
	By:	 	 /s/ Scott R. Mueller

	
	Name: Scott R. Mueller
	
	Title: President


  

			
	
	BUYER:
	
	OAGS, LLC
		
	By:	 	 /s/ Aubrey K. McClendon

	
	Name: Aubrey K. McClendon
	
	Title: Manager


 [Signature Page to Securities Purchase Agreement]