FPA ENERGY ACQUISITION CORP. S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

FORM OF BUSINESS COMBINATION MARKETING AGREEMENT

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN COMMON STOCK CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, SPONSOR, THE REPRESENTATIVE AND EACH OFFICER AND DIRECTOR OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE PARTIES THERETO

CONSENT OF BDO USA LLP

CONSENT OF ERVIN CASH

FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER