Exhibit
10.1


 


Insider
Letter Acknowledgement and Agreement


 


Reference
is made to the letter agreement delivered to Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”),
dated August 9, 2018 and attached hereto as Exhibit A (the “Insider Letter”). In exchange for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned acknowledges and agrees
as follows: (i) he is an Insider (as such term is defined in the Insider Letter) for the purposes of the Insider Letter and (ii)
to be bound by the terms of the Insider Letter as they relate to directors and Insiders (as such term is defined in the Insider
Letter) of the Company.


 


This
acknowledgement and agreement shall be governed by and construed in accordance with the laws of the State of New York without
reference to such state’s principles of conflicts of law that would cause the laws of any other jurisdiction to apply.


 


Agreed
and acknowledged this 30th day of July 2019.


 


	 	DIRECTOR
	 	 
	 	/s/
    John J. MacWilliams
	 	John
    J. MacWilliams


 


	Acknowledged
    and Agreed:	 
	 	 
	spartan
    Energy Acquisition Corp.	 
	 	 
	By:	/s/
    Geoffrey Strong	 
	Name:  	Geoffrey
    Strong	 
	Title:	Chief
    Executive Officer	 


 






     


     


    

 


Exhibit
A – Insider Letter


 


 


 


 






     


     


    

 


August
9, 2018


 


Spartan
Energy Acquisition Corp.

9 West 57th Street, 43rd Floor

New York, NY 10019


 


	Re:	Initial
                                         Public Offering



 




Ladies and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Spartan Energy Acquisition Corp., a Delaware
corporation (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC,
as representatives (the “Representatives”) of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s
units (including up to 7,200,000 units which may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A
Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant
entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment.
The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-226274 and prospectus
(the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Company shall apply to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are
defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Spartan Energy Acquisition
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals,
each of whom is a member of the Company’s board of directors and/or management team (each an “Insider”
and, collectively, the “Insiders”), hereby agree with the Company as follows:


 


1. The
Sponsor and each Insider agree that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall vote all Founder Shares and any shares acquired by it, him or her
in the Public Offering or the secondary public market in favor of such proposed Business Combination.


 


2. The
Sponsor and each Insider hereby agree that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in
accordance with the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the Class A Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will
completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law. The Sponsor and the Insiders agree to not propose any amendment to the
Company’s amended and restated certificate of incorporation that would affect the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Public Offering, unless the Company provides its Public Stockholders with the
opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then
outstanding Offering Shares.


 






     

     


    

  


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares. The Sponsor and each Insider hereby further waives, with respect to any shares of the Common Stock held by it,
him or her, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in
the context of a tender offer made by the Company to purchase shares of the Common Stock and in connection with a stockholder
vote to amend the Company’s amended and restated certificate of incorporation in a manner that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company has not consummated
a Business Combination within 24 months from the closing of the Public Offering (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other
than the Founder Shares) it or they hold if the Company fails to consummate a Business Combination within 24 months from the date
of the closing of the Public Offering or such later date as may be specified in an amendment to the Company’s Amended and
Restated Certificate of Incorporation).


 


3. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned
shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any Units, shares of
Class A Common Stock, shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class
B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by him, her or it, (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Class A Common Stock owned by him, her or it, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or
(ii). If the undersigned is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions
shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering. Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if (i) the release or waiver is effected solely to permit a transfer of securities that is not for consideration
and (ii) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and
for the duration that such terms remain in effect at the time of the transfer.


 


4. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer,
member or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may
become subject as a result of any claim by (i) any third party (other than the Company’s independent public accountants)
for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered
into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary
to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants)
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per share of the Offering Shares and (ii) the actual amount per share of the Offering Shares held in the Trust Account
due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income
taxes, less franchise and income taxes payable, except as to any claims by a third party or Target that executed an agreement
waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. In the
event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible
for any liability as a result of any such third party claims. Notwithstanding any of the foregoing, such indemnification of the
Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Sponsor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






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5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 7,200,000 Units (as described
in the Prospectus), the Sponsor agrees, upon the expiration or waiver of such option, to forfeit, for cancellation at no cost,
a number of Founder Shares equal to 1,800,000 multiplied by a fraction, (i) the numerator of which is 7,200,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is
7,200,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of Common Stock after the
Public Offering. The Sponsor further agrees that to the extent that (a) the size of the Public Offering is increased or decreased
and (b) the Sponsor has either purchased or sold shares of Common Stock or an adjustment to the number of Founder Shares has been
effected by way of a stock split, stock dividend, reverse stock split, contribution back to capital or otherwise, in each case
in connection with such increase or decrease in the size of the Public Offering, then (A) the references to 7,200,000 in the numerator
and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number
of Class A Common Shares included in the Units issued in the Public Offering and (B) the reference to 1,800,000 in the formula
set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have
to collectively return to the Company in order for all holders of Founder Shares to hold an aggregate of 20.0% of the Company’s
issued and outstanding shares of Common Stock after the Public Offering.


 


6.
(a) The Sponsor and each Insider hereby agree not to participate in the formation of, or become an officer or director
of, any other blank check company until the Company has entered into a definitive agreement with respect to a Business
Combination or the Company has failed to complete a Business Combination within 24 months after the closing of the Public
Offering.


 


(b) Each
of the Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by such Sponsor or Insider of his, her or its obligations under paragraphs 1, 2, 3, 4, 5, 6(a),
7(a), 7(b) and 7(d) of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.


 


7. (a) Subject
to the exceptions set forth herein, the Sponsor and each Insider agree not to transfer, assign or sell any Founder Shares held
by it, him or her until one year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business
Combination, (i) the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the consummation of a 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 (the “Lock-up”).


 






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(b) Subject
to the exceptions set forth herein, the Sponsor and each Insider agree not to transfer, assign or sell any Private Placement Warrants
or Class A Common Stock underlying such warrants held by it, him or her, until 30 days after the completion of a Business Combination.


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants and shares of
Class A Common Stock underlying the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider
or any of their permitted transferees (that have complied with any applicable requirements of this paragraph 7(c)) are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor or their affiliates, or any affiliates of the Sponsor (b) in the case of an individual, by gift to
members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of
laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution
of the Sponsor; (f) by private sales or transfers made in connection with the consummation of a Business Combination at prices
no greater than the price at which the shares were originally purchased; (g) in the event of the Company’s liquidation prior
to the completion of a Business Combination; (h) to any “Permitted Transferee” as defined in the Forward
Purchase Agreement; or (i) in the event of completion of a 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 subsequent to the completion of a Business Combination; provided, however, that in the case of
clauses (a) through (f) and (h), these permitted transferees must enter into a written agreement agreeing to be bound by these
transfer restrictions.


 


(d) The
undersigned acknowledges and agrees that if, in order to consummate any Business Combination, the holders of Founder Shares or
Private Placement Warrants are required to contribute back to the capital of the Company a portion of any such securities to be
cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute back to the capital
of the Company or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private Placement Warrants,
as applicable, pro rata with the other holders of Founders' Shares or Private Placement Warrants, as applicable.


 


8. Each
Insider’s biographical information furnished to the Company and the Representatives that is included in the Prospectus is
true and accurate in all respects and does not omit any material information with respect to such Insider’s background and
contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933, as amended. Each Insider’s questionnaire furnished to the Company and the Representatives including any such
information that is included in the Prospectus is true and accurate in all respects. Each Insider represents and warrants that:
such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant
in any such criminal proceeding; and neither such Insider nor the Sponsor has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked.


 






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9. (a)
Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any director or officer of the
Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or
other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is). However, such persons may receive the following
payments, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business
Combination: repayment of a loan of up to $300,000 made to the Company by the Sponsor, pursuant to a Promissory Note dated October
18, 2017; payment of an aggregate of $10,000 per month, to the Sponsor, for office space, utilities, secretarial support and administrative
services, pursuant to an Administrative Services Agreement, dated August 9, 2018; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating, negotiating and consummating an initial Business Combination; and repayment of
loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of
the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection with an intended
initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion
of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds
from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price
of $1.50 per warrant at the option of the lender. Such warrants shall be identical to the Private Placement Warrants, including
as to exercise price, exercisability and exercise period.


 


10. The
Sponsor and each insider has full right and power, without violating any agreement to which it, he, or she is bound (including,
without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this
Letter Agreement and, as applicable, to serve as a director on the board of directors of the Company and each Insider hereby consents
to being named in the Prospectus as an officer and/or director of the Company, as applicable.


 


11. As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the shares of the Class B Common Stock of the Company held by the Sponsor, the Company’s
independent directors and any other holder prior to the consummation of the Public Offering; (iii) “Private Placement
Warrants ” shall mean the warrants to purchase 8,400,000 shares of Class A Common Stock (or 9,360,000 shares of
Class A Common Stock if the Underwriters’ over-allotment option in connection with the Public Offering is exercised in full),
that the Sponsor has agreed to purchase for an aggregate purchase price of approximately $12,600,000 (or approximately $14,040,000
if the Underwriters’ over-allotment option in connection with the Public Offering is exercised in full), or $1.50 per warrant,
in a private placement that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (v) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Forward
Purchase Agreement” shall mean that certain Forward Purchase Agreement, dated as of August 9, 2018, by and between
the Company and Apollo Natural Resources Partners II, L.P.


 






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12. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.


 


13. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor, each Insider and each of their respective successors, heirs and assigns and permitted transferees.


 


14. In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
agrees that until the earliest of the Company's initial Business Combination or liquidation, the undersigned shall present to
the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value
of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust),
subject to any existing or future fiduciary or contractual obligations the undersigned might have.


 


15. This
Letter 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 (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


16. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


17. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and
closed by October 31, 2018, provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature
page follows]


 




    	 	6	 



     


    

  


	 	Sincerely,
	 	 
	 	SPARTAN
               ENERGY ACQUISITION SPONSOR LLC
	 	 
		By:	/s/
                                         Geoffrey Strong
		Name:	Geoffrey
                                         Strong
		Title:	Chief
                                         Executive Officer



  


	 	/s/ Geoffrey Strong
	 	Geoffrey Strong
	 	 
	 	/s/ Gregory Beard
	 	Gregory Beard
	 	 
	 	/s/ James Crossen
	 	James Crossen
	 	 
	 	/s/ Robert C. Reeves
	 	Robert C. Reeves
	 	 
	 	/s/ John M. Stice
	 	John M. Stice






 


Acknowledged
and Agreed:


 


SPARTAN
ENERGY ACQUISITION CORP.


 


	By:	/s/
                                         Geoffrey Strong	 
	Name:	Geoffrey
                                         Strong	 
	Title:	Chief
                                         Executive Officer	 






 


 


 [Signature Page to Letter Agreement]