Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is
made as of February 10, 2022 by and between HNR Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-252548 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and
Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, EF Hutton,
division of Benchmark Investments, LLC (the “Representative”), is acting as the representative of the several underwriters
in the IPO; and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $76,500,000
($87,975,000 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of warrants
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 Company’s common stock, par value $0.0001
per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee
will be 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;


 


IT IS AGREED:


 


Section 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 initially at J.P. Morgan Chase Bank, N.A (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more) in the United States, and at a brokerage institution selected by the Trustee that is 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, either (a) 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 (the
“Investment Company Act”), having a maturity of 180 days or less, and/or in any open ended investment company
registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the
conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government
treasury obligations or (b) cause the brokerage institution referred to in Section 1(a) above to place the Property in a cash
demand deposit account; it being understood that unless the Company instructs the Trustee to do either of the foregoing, the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while
account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;


 






     


     


    

 


(d) Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Notify
the Company and the Representative of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of its tax
returns;


 


(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 receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on
behalf of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A,
jointly acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in
the event that a Termination Letter has not been received by the Trustee within the period of time (the “Last Date”)
provided in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date; and


 


(j) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company
by an authorized officer, distribute to Public Stockholders who exercised their conversion rights in connection with an amendment to Article
Fifth of the Company’s Amended and Restated Certificate of Incorporation (an “Amendment”) an amount equal to
the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion rights in
connection with such Amendment.


 


Section 2. Limited Distributions of Income from Trust Account.


 


(a) 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, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company.


 




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(b) The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i)
or Section 1(j) hereof.


 


Section 3. Agreements and Covenants
of the Company. The Company agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. In addition, except
with respect to its duties under Section 1(i), Section 1(j) and Section 2(a) above, 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 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 the provisions of Section 5 of this Agreement, 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 claim, potential
claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s gross negligence 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
paragraph, 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, that 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 consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be
deducted by the Trustee pursuant to Section 1(i) solely in connection with the consummation of a business combination (a “Business
Combination”). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of
the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of
the Company’s stockholders regarding such Business Combination;


 


(e) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 




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(f) If
the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion rights in connection with
such Amendment; and


 


(g) Provide
the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


Section 4. Limitations of Liability. The Trustee shall
have no responsibility or liability to:


 


(a) Take
any action with respect to the Property, other than as directed in Section 1 and Section 2 hereof, and the Trustee shall
have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) 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;


 


(c) Change the investment
of any Property, other than in compliance with Section 1(c);


 


(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 exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen
by the Trustee), 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 is believed by the Trustee,
in good faith, 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 correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination consummated
by the Company or any other action taken by it is as contemplated by the Registration Statement;


 




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(h) File
local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee
statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on
the Property;


 


(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j) 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; or


 


(k) Verify
calculations, qualify, or otherwise approve Company requests for distributions pursuant to Section 1(i), Section 1(j) or
Section 2(a) above.


 


Section 5. 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 that 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 3(b) or Section 3(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.


 


Section 6. 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 during which time the Trustee shall act in accordance with this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company 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; provided, however, that,
in the event that 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 that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 3(b) and Section 5.


 


Section 7. Miscellaneous.


 


(a) The Company and the Trustee will
each restrict access to confidential information relating to funds being transferred to or from the Trust Account 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 information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will 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. The Trustee shall not be liable for any loss, liability,
or expense resulting from any error in the information supplied to it or funds transferred based on such information.


 






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(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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, 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.


 


(c) 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.


 


(d) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i) and Section 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a
majority of the then outstanding shares of Common Stock of the Company; provided that no such amendment will affect any Public Stockholder
who has otherwise indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a vote sought
to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each
of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent
of the Representative. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(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, by email or
by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 1 State Street,
30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 






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if to the Company, to:


 


HNR Acquisition Corp


3730 Kirby Drive, Suite 1200


Houston, Texas 77098


Attn: Donald H. Goree, CEO


E-mail: DG@HoustonNaturalResources.com


 


in either case with a copy (which copy
shall not constitute notice) to:


 


EF Hutton,


division of Benchmark Investments,


LLC 590 Madison Avenue,
39th Floor


New York, NY 10022


Attn: Joseph Erbe


E-mail: jerbe@efhuttongroup.com


 


and


 


K&L Gates LLP


599 Lexington Avenue


New York, NY 10022


Attn: Matthew L. Ogurick, Esq.


Fax No.: (212) 536-3901


Attn: Matthew Ogurick


Email: matthew.ogurick@klgates.com


 


and:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: David J. Levine, Esq.


Email: dlevine@loeb.com


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that 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.


 


(h) Each
of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




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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:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	HNR ACQUISITION CORP
	 	 
	 	By:	/s/ Donald Goree
	 	Name:	Donald Goree
	 	Title:	CEO



 




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SCHEDULE A


 




     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert
date]


 


Continental Stock Transfer & 

Trust Company


1 State Street, 30th floor

 New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between HNR Acquisition Corp (“Company”) and Continental Stock Transfer
& Trust Company, dated as of February 10, 2022 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [ ] to consummate a business combination (“Business Combination”)
on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual date of the consummation
of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer the proceeds to the
Trust Operating Account at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more) the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account will be immediately available
for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the trust operating account 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 and (ii)
the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies the vote of the Company’s
stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the
Representative with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are
hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust Agreement shall
be terminated.


 




     


     


    

 

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: 	Francis Wolf
	 	 	Title:	Vice President


 


	 	HNR ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:	       
	 	 	Title:	 



 






     


     


    

 


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:	Francis Wolf
	 	 	Title:	Vice President



 





	 	HNR ACQUISITION CORP
	 	 
	 	By:	/s/ Donald Goree
	 	 	Name:	Donald Goree
	 	 	Title:	Chief Executive officer


 



     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 

1 State
Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between HNR Acquisition Corp (“Company”) and Continental Stock
Transfer & Trust Company, dated as of             , 2022
(“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with
a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as
described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined 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 the Trust Account and to transfer the total proceeds
of the Trust to the Trust Operating Account at Morgan Stanley to await distribution to the Public Stockholders. The Company has selected
[ __________, 20 ] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of
the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account awaiting distribution,
the Company will not earn any interest or dividends. You agree to be the Paying Agent of record and in your separate capacity as Paying
Agent, to distribute said funds 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 in the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	HNR ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:	        
	 	 	Title:	 



 


cc: EF Hutton, division of Benchmark Investments,
LLC


 




     


     


    

 


EXHIBIT C


 


[Letterhead of Company]



 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State
Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account – Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to the Investment Management Trust Agreement between HNR Acquisition Corp (“Company”) and Continental Stock
Transfer& Trust Company, dated as of              ,
2022 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed
to them in the Trust Agreement.


 


Pursuant to Section
1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $ of the total
proceeds of the Trust to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with
consolidated assets of $100 billion or more) to await distribution to the Public Stockholders that have requested conversion of their
shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 





	 	Very truly yours,
	 	 
	 	HNR ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:	        
	 	 	Title:	 


 


cc: EF Hutton, division of Benchmark Investments, LLC


 




     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State
Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [                     ]


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between HNR Acquisition Corp (“Company”) and Continental
Stock Transfer & Trust Company, dated as of               ,
2022 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$                ] of the interest
income earned on the Property as of the date hereof. The Company needs such funds to pay for its income or other tax obligations.


 


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]


 


	 	HNR ACQUISITION CORP
	 	 	 
	 	By:	     
	 	 	Name:	            
	 	 	Title:	 



 


cc: EF Hutton, division of Benchmark Investments,
LLC