Exhibit
10.5


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”), effective as of February 14, 2017, is made and entered into by and
between Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”), and NGP Vantage Energy LLC, a Delaware
limited liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS,
the Buyer wishes to purchase from the Company an aggregate of 11,500,000 shares (the “Shares”) of the Company’s
Class B Common Stock (as defined below), 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.


 


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


 


“Class
B Common Stock” shall mean the Class B Common Stock, $0.0001 par value per share, of the Company. Pursuant to the Company’s
certificate of incorporation, as amended to the date hereof, shares of Class B Common Stock will automatically convert into shares
of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions sets forth therein.


 


“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.


 


“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.


 


“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.


 






    	 		 



     


    

 


“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.


 


“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. Unless the context otherwise requires, as used in this Agreement
“Shares” shall be deemed to include any shares of Class A Common Stock issued upon conversion of the shares of Class
B Common Stock comprising the Shares.


 


ARTICLE
II


PURCHASE
OF THE SHARES


 


Section
2.1Purchase 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
2.2Purchase Price. As payment in full for the Shares being purchased under this Agreement and against delivery of the
certificates 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
2.3Closing. 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 Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston,
Texas 77002, or such other place as may be agreed upon by the parties hereto.


 


Section
2.4Closing 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
2.5Further 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.


 


Section
2.6Legend. 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.”


 






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“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 SPONSOR. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE.”


 


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
3.1Organization 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 Delaware.


 


Section
3.2Power 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
3.3Investment 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.


 






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(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
4.1Organization 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
4.2Power 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
4.3No 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
4.4Authorization 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 Class B 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


MISCELLANEOUS


 


Section
5.1Entire 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
5.2Successors. 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
5.3Assignments. 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 5.3 shall be void and ineffectual and shall not operate to transfer or assign any interest or
title to the purported assignee.


 






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Section
5.4Waiver 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
5.5Counterparts. 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
5.6Headings. 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
5.7Governing 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
5.8Amendments. 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
5.9Severability. 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
5.10Expenses. 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
5.11Construction. 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
5.12Waiver. 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.


 


[Signature
page follows]


 




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


 


	 	COMPANY:
	 	 
	 	Vantage
    Energy Acquisition Corp.
	 	 	 
	 	By:	/s/
    Jeffrey A. Zlotky
	 	Name:	Jeffrey
    A. Zlotky
	 	Title:	Secretary
	 	 	 
	 	BUYER:
	 	 
	 	NGP
    Vantage Energy LLC
	 	 	 
	 	By:	/s/
    Roger J. Biemans
	 	Name:	Roger
    J. Biemans
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Securities Purchase Agreement]