ROSEHILL RESOURCES INC. (NASDAQ:ROSE) Files An 8-K Entry into a Material Definitive Agreement

ROSEHILL RESOURCES INC. (NASDAQ:ROSE) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement

On April25, 2017, Rosehill Resources Inc. (formerly known as KLR
Energy Acquisition Corp. or the Company) entered into a
commitment agreement (the Commitment Agreement) with KLR Energy
Sponsor, LLC (Sponsor) and The K2 Principal Fund, L.P. (K2), to
which K2 agreed not to redeem 430,000 public shares of ClassA
common stock of the Company (Common Stock) currently owned by K2
in connection with the closing of the proposed business
combination (the Business Combination) between the Company and
Tema Oil and Gas Company (Tema) to the Business Combination
Agreement, dated as of December20, 2016 (the Business Combination
Agreement).

to the Commitment Agreement, the Sponsor agreed, following the
closing of the Business Combination, to transfer to K2 37,212
shares of Common Stock (the K2 Shares). The K2 Shares will be
entitled to customary registration rights.

A copy of the Commitment Agreement is filed with this Current
Report on Form 8-K as Exhibit 10.1, and is incorporated herein by
reference, and the foregoing description of the Commitment
Agreement is qualified in its entirety by reference thereto.

Item5.07 Submission of Matters to a Vote of Security
Holders

On April26, 2017, KLR Energy Acquisition Corp. held a special
meeting of stockholders at its offices, located at 811 Main
Street, 18th Floor,
Houston, Texas 77002 (the Special Meeting). Present at the
Special Meeting were holders of 9,888,354 shares of voting
capital stock in person or by proxy, representing 96.64% of the
voting capital stock as of March28, 2017, the record date for the
Special Meeting, and constituting a quorum for the transaction of
business.

The stockholders of the Company voted on the following items at
the Special Meeting; each matter is described in more detail in
the Proxy Statement:

1. To approve and adopt the Business Combination Agreement and
the Business Combination (the Business Combination Proposal);
2. To consider and act upon eight (8)separate proposals to amend
the Companys amended and restated certificate of
incorporation to:
provide for the classification of our board of directors into
three classes of directors with staggered terms of office and
to make certain related changes;
adopt Delaware as the exclusive forum for certain stockholder
litigation;
enable each of Tema or Sponsor to call a special meeting of
stockholders,providedthat such person owns 15% or
more of the outstanding shares of common stock until the
first date on which Tema and Sponsor and their successors and
Affiliates cease collectively to beneficially own (directly
or indirectly) more than 30% of the outstanding shares of
common stock of the Company after the Business Combination,
and thereafter preclude such ability;
amend the stockholder vote required to remove any or all
directors;
change the stockholder vote required to amend the Companys
amended and restated certificate of incorporation and bylaws;
authorize the establishment of the ClassB common stock as a
new class of common stock of the Company;
authorize an additional 60,000,000 shares of the Companys
ClassA common stock, which would increase the Companys
capital stock to include 95,000,000 shares of ClassA common
stock; and
provide for certain additional changes, including changing
the post-combination companys corporate name from KLR Energy
Acquisition Corp. to Rosehill Resources Inc., revising the
waiver regarding corporate opportunities and eliminating
certain provisions specific to our status as a blank check
company, which our board of directors believes are necessary
to adequately address the needs of the post-combination
company.

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3. To elect seven (7)directors to serve as ClassI, ClassII and
ClassIII directors to serve staggered terms on our board of
directors until the 2018, 2019 and 2020 annual meeting of
stockholders, respectively, and until their respective
successors are duly elected and qualified (the Director
Election Proposal);
4. To approve, for purposes of complying with applicable NASDAQ
Listing Rules, the issuance of securities convertible into or
exercisable or exchangeable for ClassA common stock, in an
amount that is more than 20% of the Companys issued and
outstanding ClassA common stock and the change of control of
the Company in connection with the Business Combination and
the PIPE Investment (as defined in the Proxy Statement) (the
NASDAQ Proposal);
5. To approve the Rosehill Resources Inc. Long Term Incentive
Plan and the material terms thereunder for purposes of
complying with the requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the Incentive Plan
Proposal);
6. To adjourn the special meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies
if there are insufficient votes for, or otherwise in
connection with, the approval of the Business Combination
Proposal or the NASDAQ Proposal (the Adjournment Proposal).

The voting results for each of these proposals are set forth
below.

The number of shares of the Companys common stock presented for
redemption in connection with the Special Meeting was 5,804,404.

1. Approval of the Business Combination
Proposal

For

Against

Abstain

8,858,525 1,026,003 3,826

Based on the votes set forth above, the stockholders (i)approved
and adopted the Business Combination Agreement and (ii)approved
the Business Combination.

2. Approval of amendments to current certificate to
classify the board of directors

For

Against

Abstain

8,374,618 1,201,182 312,554

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to provide for the classification of the board of
directors into three classes of directors with staggered terms of
office and to make certain related changes.

3. Approval of amendments to current certificate to
adopt Delaware as the exclusive forum for certain legal
actions

For

Against

Abstain

8,392,364 1,183,436 312,554

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to provide that Delaware is the exclusive forum for
certain stockholder litigation.

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4. Approval of amendments to current certificate to
enable stockholders to call a special meeting of
stockholders

For

Against

Abstain

8,374,718 1,200,682 312,954

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to enable stockholders to call a special meeting of
stockholders.

5. Approval of amendments to current certificate to
change the stockholder vote required to remove any and all
directors and to fill newly created vacancies

For

Against

Abstain

8,326,094 1,249,306 312,954

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to change the stockholder vote required to remove
any and all directors and to fill newly created vacancies.

6. Approval of amendments to current certificate to
change the stockholder vote required to amend the certificate
and bylaws of the Company

For

Against

Abstain

8,326,494 1,249,306 312,554

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to change the stockholder vote required to amend
the certificate and bylaws of the Company.

7. Approval of amendments to current certificate to
authorize the establishment of the ClassB Common Stock as a
new class of capital stock.

For

Against

Abstain

8,382,364 1,183,439 322,554

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to authorize the establishment of the ClassB Common
Stock as a new class of capital stock.

8. Approval of amendments to current certificate to
authorize additional shares of Common Stock

For

Against

Abstain

8,392,364 1,183,439 312,554

Based on the votes set forth above, the stockholders ratified the
amendment of the Companys amended and restated certificate of
incorporation to authorize an additional 60,000,000 shares of
capital stock, which would consist of increasing the
post-combination companys authorized share capital to include
95,000,000 shares of ClassA common stock.

9. Approval of amendments to current certificate in
connection with the Business Combination

For

Against

Abstain

8,392,364 1,183,439 312,554

Based on the votes set forth above, the stockholders ratified the
amendment to the Companys amended and restated certificate of
incorporation to make certain additional changes, including
changing the post-combination companys corporate name from KLR
Energy Acquisition Corp. to Rosehill Resources Inc. and revising
the waiver regarding corporate opportunities, which the board of
directors believes are necessary to adequately address the needs
of the post-combination company.

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10. Approval of the Director Election
Proposal
Class For Against

Gary C. Hanna

ClassIII 8,843,313 1,045,041

Edward Kovalik

ClassI 8,843,313 1,045,041

J. A. (Alan) Townsend

ClassI 8,843,313 1,045,041

Frank Rosenberg

ClassIII 8,843,313 1,045,041

William Mayer

ClassIII 9,730,234 158,120

Harry Quarls

ClassII 9,730,234 158,120

Francis Contino

ClassII 9,730,234 158,120

Based on the votes set forth above, each director nominee was
duly elected, each ClassI director to serve until the
post-combination companys annual meeting of stockholders in 2018,
each ClassII director to serve until the post-combination
companys annual meeting of stockholders in 2019 and each ClassIII
director to serve until the post-combination companys annual
meeting of stockholders in 2020, or in each case until their
respective successors are duly elected and qualified, or until
their earlier resignation, removal or death.

11. Approval of the NASDAQ Proposal

For

Against

Abstain

8,408,868 1,183,436 296,050

Based on the votes set forth above, the stockholders approved,
for purposes of complying with applicable NASDAQ Listing Rules,
the issuance of more than 20% of the Companys issued and
outstanding Common Stock in connection with the Business
Combination and the PIPE Investment.

12. Approval of the Incentive Plan
Proposal

For

Against

Abstain

8,678,639 887,161 322,554

Based on the votes set forth above, the stockholders approved the
Rosehill Resources Inc. Long Term Incentive Plan and the material
terms thereunder for purposes of complying with the requirements
of Section 162(m) of the Internal Revenue Code.

13. Approval of the Adjournment
Proposal

For

Against

Abstain

7,804,341 2,080,187 3,826

Based on the votes set forth above, the stockholders ratified the
decision to adjourn the special meeting of stockholders to a
later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the
Business Combination Proposal or the NASDAQ Proposal.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this Form 8-K:

Exhibit Number

Description

10.1 Commitment Agreement, dated April25, 2017, by and among the
Company, Sponsor and K2.

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About ROSEHILL RESOURCES INC. (NASDAQ:ROSE)

KLR Energy Acquisition Corp. is a shell company. The Company is a blank check company. The Company is formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a Business Combination). The Company’s target business is not limited to a particular industry or geographic region. As of September 30, 2016, the Company had not generated any revenues.

ROSEHILL RESOURCES INC. (NASDAQ:ROSE) Recent Trading Information

ROSEHILL RESOURCES INC. (NASDAQ:ROSE) closed its last trading session down -0.11 at 10.35 with 13,498 shares trading hands.

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