X0306 4 2018-04-17 0 0001726293 Pure Acquisition Corp. PACQ 0001035234 HIGHTOWER JACK C/O HIGHPEAK PURE ACQUISITION, LLC 421 W. 3RD STREET, SUITE 1000 FORT WORTH TX 76102 1 1 0 0 CEO and President Private Placement Warrants 11.50 2018-04-17 4 P 0 10280000 1.00 A Class A Common Stock 10280000 10280000 I See Footnotes Upon closing of the initial public offering (the "Offering") of Pure Acquisition Corp. (the "Issuer"), HighPeak Pure Acquisition, LLC ("Acquisition") purchased 10,280,000 warrants to purchase Class A common stock at a price of $1.00 per warrant pursuant to a subscription agreement with the Issuer. Acquisition is the record holder of the warrants reported herein. Acquisition is a wholly-owned subsidiary of HighPeak Energy Partners, LP ("HPEP"). HighPeak Energy Partners GP, LP ("HPEP GP") is the sole general partner of HPEP. HighPeak GP, LLC ("HP GP") is the sole general partner of HPEP GP. Jack Hightower has the right to appoint all of the managers to the board of managers of HP GP and is one of three managers of HP GP. Mr. Hightower has the number of votes necessary to constitute a majority of the total number of votes held by all of the managers of HP GP at any given time, which acts by majority vote. As a result, Mr. Hightower may be deemed to have or share beneficial ownership of the warrants held directly by Acquisition. The reporting person disclaims beneficial ownership of these warrants except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's Offering. The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's Offering. /s/ Steven W. Tholen, as Attorney-in-Fact 2018-04-19