FPA ENERGY ACQUISITION CORP. S-1

REGISTRATION STATEMENT

CERTIFICATE OF INCORPORATION

BYLAWS

SPECIMEN UNIT CERTIFICATE

SPECIMEN COMMON STOCK CERTIFICATE

SPECIMEN RIGHTS CERTIFICATE

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

FORM OF WARRANT ISSUABLE BY THE REGISTRANT TO THE REPRESENTATIVE

AMENDED AND RESTATED PROMISSORY NOTE ISSUED BY THE REGISTRANT TO SPONSOR

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, SPONSOR, BIOGAS LLC, 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 FOUNDER STOCK SUBSCRIPTION AGREEMENT

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

FORM OF INDEMNITY AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF BDO USA LLP

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

CONSENT OF MICHAEL MEDEIROS

CONSENT OF MICHAEL ORR

CONSENT OF JOHN SKELTON

CONSENT OF ERVIN CASH

FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

CALCULATION OF REGISTRATION FEE

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