X0206 3 2020-08-21 0 0001792849 HighPeak Energy, Inc. HPK 0001044285 THOLEN STEVEN W 421 W. 3RD STREET, SUITE 1000 FORT WORTH TX 76102 1 Chief Financial Officer Common Stock, par value $0.0001 per share 15000 D Warrants 11.5000 2020-09-20 2025-08-21 Common Stock, par value $0.0001 per share 15000 D Contingent Value Rights Common Stock, par value $0.0001 per share 31875 D Includes 5,000 shares of common stock, par value $0.0001 per share ("Common Stock") of HighPeak Energy, Inc., a Delaware corporation (the "Issuer") received by the Reporting Person in exchange for an equivalent number of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Pure Acquisition Corp. ("Pure") in connection with the closing of a business combination transaction (the "Transaction") between the Issuer and Pure on August 21, 2020. In connection with the Transaction, the Reporting Person was issued 10,000 shares of Common Stock, 10,000 warrants of the Issuer representing the right to purchase Common Stock and 10,000 contingent value rights ("CVRs") of the Issuer, pursuant to the Amended & Restated Forward Purchase Agreement, dated July 24, 2020 (the "Forward Purchase Agreement"), by and among (i) the Issuer, (ii) the Purchasers (as defined therein) designated as parties thereto, (iii) HighPeak Energy Partners, LP and (iv) solely for the limited purposes specified therein, Pure. Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person pursuant to (i) the Forward Purchase Agreement and (ii) in exchange for Class A Common Stock in connection with the Transaction. Pursuant to the Contingent Value Rights Agreement, dated August 21, 2020 (the "CVR Agreement"), by and among (i) the Issuer, (ii) HighPeak Energy, LP, (iii) HighPeak Energy II, LP, (iv) HighPeak Pure Acquisition, LLC and (v) Continental Stock Transfer & Trust Company, as rights agent, entered into in connection with the Transaction, each CVR entitles Qualifying CVR Holders (as defined in the CVR Agreement) to receive, in certain circumstances, additional shares of Common Stock (or, in limited circumstances, such other form as is provided for in the CVR Agreement), if necessary, to satisfy a 10% preferred simple annual return (based on a $10.00 per share price at the closing of the Transaction), subject to a floor downside per-share price of $4.00, for certain qualifying holders as of the CVR Maturity Date (as defined in the CVR Agreement). /s/ Steven W. Tholen 2020-08-26