EX-10.2



 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [    ], 2018
by and between Pure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1,
No. 333-[    ] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s
units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and
one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and 
 WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. and EarlyBirdCapital, Inc. as representatives (the “Representatives”) of the several underwriters (the
“Underwriters”) named therein; and 
 WHEREAS, as described in the Prospectus, $300,000,000 of the gross proceeds of
the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property. 
 NOW THEREFORE, IT IS AGREED: 

1.    Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a)    Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust
Account established by the Trustee in the United States of America at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee reasonably satisfactory to the Company; 

(b)    Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; 







 (c)    In a timely manner, upon the written instruction of the Company,
invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration during such periods; 

(d)    Collect and receive, when due, all interest or other income arising from the Property, which shall become part of
the “Property,” as such term is used herein; 
 (e)    Promptly notify the Company and the
Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company; 

(f)    Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in
connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; 

(g)    Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as and when instructed by the Company to do so; 
 (h)    Render to the Company monthly written statements of the
activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance
with, the terms of a letter from the Company (“Termination Letter A”) in a form substantially similar to that attached hereto as Exhibit A signed on behalf of the Company by its Chief Executive Officer, President,
Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account, only as directed in the Termination Letter A and the other documents referred to therein, or (y) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter
B”) in a form substantially similar to that attached hereto as Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the Board or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay for office space, utilities and secretarial and
administrative support of $10,000 per month and its franchise and income taxes (net of any taxes payable and up to $50,000 for dissolution expenses) only as directed in the Termination Letter B and the other documents referred to therein, or
(z) upon the date which is the later of (i) 18 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s second amended and restated
certificate of incorporation, if neither a Termination Letter A nor a Termination Letter B has been received by the Trustee prior to such date, in which case the Trust 

  
 2 








 
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter B attached as Exhibit B and the Property in the Trust Account, including interest not
previously released to the Company to pay for office space, utilities and secretarial and administrative support of $10,000 per month and its franchise and income taxes (net of taxes payable and up to $50,000 of interest that may be released to the
Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, in the event the Trustee receives a Termination Letter B in a form substantially similar to Exhibit B
hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter A or Termination Letter B by the date specified in clause (z) of this Section 1(i), the Trustee shall keep
the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders; 

(j)    Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any
income or franchise tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of
prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account to make such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, further, if the tax to be paid is a franchise tax, the written request by the
Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable
(it being acknowledged and agreed any such amounts, together with any amounts distributed pursuant to paragraph (k) below, in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; 

(k)    Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D (an “Administrative Service Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any expenses for office space, utilities and secretarial and administrative support, owed by the Company, not to exceed $10,000 per month (it being acknowledged and agreed any such amounts, together with any amounts distributed pursuant to
paragraph (j) above, in excess of interest income earned on the Property shall not be payable from the Trust Account), which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment. The
written request of the Company referenced above shall constitute presumptive evidence the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; 

  
 3 








 (l)    Upon written request from the Company, which may be given from time to
time in a form substantially similar to that attached hereto as Exhibit E (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company
to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or
timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of
incorporation. The written request of the Company referenced above shall constitute presumptive evidence the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and 

(m)    Not make any withdrawals or distributions from the Trust Account other than pursuant to
Section 1(i), (j), (k), or (l) above. 
 2.    Agreements and
Covenants of the Company. The Company hereby agrees and covenants to: 
 (a)    Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k),
and 1(l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 

(b)    Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the
Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim; provided the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to
settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 

(c)    Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant
to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial 

  
 4 








 
acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with
respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided
in Section 2(b) hereof; 
 (d)    In connection with any vote of the Company’s
stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination; 

(e)    Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

(f)    Instruct the Trustee to make only those distributions permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions not permitted under this Agreement. 
 3.    Limitations of Liability. The
Trustee shall have no responsibility or liability to: 
 (a)    Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; 

(b)    Take any action with respect to the Property, other than as directed in Section 1 hereof,
and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; 

(c)    Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or
defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient
to pay any expenses incident thereto; 
 (d)    Refund any depreciation in principal of any Property; 

(e)    Assume that the authority of any person designated by the Company to give instructions hereunder shall not be
continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 

(f)    The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to
be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
demand, 

  
 5 








 
certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and
to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(g)    Verify the accuracy of the information contained in the Registration Statement; 

(h)    Provide any assurance that any Business Combination entered into by the Company or any other action taken by the
Company is as contemplated by the Registration Statement; 
 (i)    File information returns with respect to the Trust
Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(j)    Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income
generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to
Section 1(j) hereof; or 
 (k)    Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k), and 1(l) hereof. 

4.    Trust Account Waiver. The Trustee has no right of set-off or any
right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account it may have now or in the future. In the
event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

5.    Termination. This Agreement shall terminate as follows: 

(a)    If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company
shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time the Company notifies the Trustee a successor trustee has been appointed and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; 

  
 6 








 
provided, however, in the event the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

 (b)    At such time the Trustee has completed the liquidation of the Trust Account and its obligations in accordance
with the provisions of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the applicable Termination Letter, this Agreement shall
terminate except with respect to Section 2(b). 
 6.    Miscellaneous. 

(a)    The Company and the Trustee each acknowledge the Trustee will follow the security procedures set forth below with
respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if
it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the
Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds. 

(b)    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one instrument. 
 (c)    This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative vote of a majority of
the then outstanding shares of Class A Common Stock and Class B Common Stock, voting as a single class; provided no such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common
Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto. 
 (d)    The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 

  
 7 








 (e)    Any notice, consent or request to be given in connection with any of
the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or email transmission: 

if to the Trustee, to: 
 Continental Stock
Transfer & Trust Company 
 1 State Street 

30th Floor 

New York, New York 10004 
 Attn:
Steven Nelson and Sharmin Carter 
 Email:
                     
 if to the Company, to: 

Pure Acquisition Corp. 
 421 W.
3rd Street, Suite 1000 
 Fort Worth, TX 76102 

Attn: Chief Financial Officer 

Email: stholen@highpeakenergy.com 
 in each
case, with copies to: 
 Thompson & Knight, LLP 

One Arts Plaza 
 1722 Routh
Street, Suite 1500 
 Dallas, Texas 75201 

Attn: Amy Curtis, Esq. 
 Email:
amy.curtis@tklaw.com 
 and 

Oppenheimer & Co. 
 85
Broad Street, 23rd Floor 
 New York, New York 10004 

Attn.: Richard Mandery 
 Email:
richard.mandery@opco.com 

  
 8 








 and 

EarlyBirdCapital, Inc. 
 366
Madison Avenue, 8th Floor 
 New York, New York 10017 

Attn.: Steven Levine 
 Email:
slevine@elocap.com 
 and 
 Greenberg Traurig,
LLP. 
 MetLife Building 
 200
Park Avenue 
 New York, New York 10166 

Attn.: Alan Annex 
 Email:
annexa@gtlaw.com 
 (f)    Each of the Company and the Trustee hereby represents it has the full right and power and has
been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(g)    Each of the Company and the Trustee hereby acknowledges and agrees each of the Representatives, on behalf of the
Underwriters, are third party beneficiaries of this Agreement. 
 (h)    Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity. 
 [Signature Page Follows] 

  
 9 








 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	 Continental Stock Transfer & Trust Company,

as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Pure Acquisition Corp.
		
	By:	 	  

	Name:	 	Steven W. Tholen
	Title:	 	Chief Financial Officer



  
 Signature Page to 

Investment Management Trust Agreement 








 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
			
	Initial set-up/Acceptance fee	  	Initial closing of Offering by wire transfer.	  	$	3,500.00	 
			
	IPO closing fee	  	Initial closing of Offering by wire transfer.	  	$	4,500.00	 
			
	Trustee administration fee	  	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	  	$	10,000.00	 
			
	Paying Agent services as required pursuant to Section 1(i)	  	Billed to Company upon delivery of service pursuant to Section 1(i)	  	 	Prevailing rates	 








 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street 
 30th Floor 
 New York, New York 10004 

Attn: Steven Nelson and Sharmin Carter 
  

	 	Re:	Trust Account No. [    ] Termination Letter 

 Gentlemen: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Pure Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2018 (the “Trust Agreement”), this is to advise you the Company has entered
into an agreement with (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least
forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the
Trust Account on [insert date], and to transfer the proceeds into the trust checking account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for
transfer to the account or accounts the Company shall direct on the Consummation Date. It is acknowledged and agreed while the funds are on deposit in the trust checking account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will
not earn any interest or dividends. 
 On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to
you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written instruction signed
by the Company with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. 







 In the event the Business Combination is not consummated on the Consummation Date described in
the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be
reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. 

 

			
	Very truly yours,
	
	Pure Acquisition Corp.


 
			
		
	By:	 	  

	Name:	 	
	Title:	 	



	cc:	Oppenheimer & Co. 

 EarlyBirdCapital, Inc. 







 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street 
 30th Floor 
 New York, New York 10004 

Attn: Steven Nelson and Sharmin Carter 
  

	 	Re:	Trust Account No. [    ] Termination Letter 

 Gentlemen: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Pure Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [    ], 2018 (the “Trust Agreement”), this is to advise you
the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to
the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [            ], 20[    ] and to transfer the total
proceeds into the trust checking account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [    ]1 as the record date
for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds (net of
taxes payableand up to $50,000 for dissolution expenses) directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in
Section 1(j) of the Trust Agreement. 
  

			
	Very truly yours,

	
	Pure Acquisition Corp.


 
			
		
	By:	 	  

	Name:	 	
	Title:	 	



	cc:	Oppenheimer & Co. 

 EarlyBirdCapital, Inc. 

 

	1 	18 months from the closing of the Offering. 








 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street 
 30th Floor 
 New York, New York 10004 

Attn: [Accounting Department: ●] 
  

	 	Re:	Trust Account No. [    ] Tax Payment Withdrawal Instruction 

 Gentlemen: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Pure Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [            ], 2018 (the “Trust
Agreement”), the Company hereby requests you deliver to the Company $[            ] of the interest income earned on the Property as of the date hereof. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	Very truly yours,

	
	Pure Acquisition Corp.


 
			
		
	By:	 	  

	Name:	 	
	Title:	 	



	cc:	Oppenheimer & Co. 

 EarlyBirdCapital, Inc. 







 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street 
 30th Floor 
 New York, New York 10004 

Attn: [Accounting Department: ●] 
  

	 	Re:	Trust Account No. [    ] Administrative Service Withdrawal Instruction 

 Gentlemen: 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Pure Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [            ], 2018 (the “Trust
Agreement”), the Company hereby requests you deliver to the Company $[            ] of the interest income earned on the Property as of the date hereof. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay for office space,
utilities and secretarial and administrative expenses. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	 Very truly yours,


	
	 Pure Acquisition
Corp.



 
			
		
	By:	 	  

	 Name:
	 	
	 Title:
	 	



	cc:	Oppenheimer & Co. 

 EarlyBirdCapital, Inc. 







 EXHIBIT E 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street 
 30th Floor 
 New York, New York 10004 

Attn: Steven Nelson and Sharmin Carter 
  

	 	Re:	Trust Account No. [    ] Stockholder Redemption Withdrawal Instruction 

 Gentlemen: 

Pursuant to Section 1(l) of the Investment Management Trust Agreement between Pure Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [            ], 2018 (the “Trust
Agreement”), the Company hereby requests you deliver to the redeeming Public Stockholders of the Company $[            ] of the principal and interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s second amended and restated certificate of incorporation. As such, you are hereby directed and
authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures. 

 

			
	 Very truly yours,


	
	 Pure Acquisition Corp.

		
	By:	 	  

	 Name:
	 	
	 Title:
	 	



	cc:	Oppenheimer & Co. 

 EarlyBirdCapital, Inc.