Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2022 (the "Fifth Amendment Effective Date"), HighPeak Energy,Inc. (the "Company"), as borrower, Fifth Third Bank, National Association, asthe existing administrative agent (the "Existing Agent"), Wells Fargo Bank,National Association, as the new administrative agent (the "New Agent"), theguarantors party thereto and the lenders party thereto entered into that certainFifth Amendment to Credit Agreement (the "Credit Agreement Amendment"), which,upon effectiveness, amended that certain Credit Agreement, dated as of December17, 2020 (as amended, restated, amended and restated, supplemented or otherwisemodified by (i) that certain First Amendment to Credit Agreement, dated as ofJune 23, 2021, (ii) that certain Second Amendment to Credit Agreement, dated asof October 1, 2021, (iii) that certain Third Amendment to Credit Agreement,dated as of February 9, 2022, (iv) that certain Fourth Amendment to CreditAgreement, dated as of June 27, 2022 and (v) the Credit Agreement Amendment,(the "Credit Agreement")), among the Company, Fifth Third Bank, NationalAssociation, as administrative agent, the guarantors party thereto and thelenders party thereto to, among other things, (i) increase the electedcommitments to $525 million and the borrowing base to $550 million, (ii) requirean additional borrowing base redetermination on or about December 1, 2022, (iii)modify the permitted dividends and distributions conditions such that minimumavailability under the credit facility must be 25% percent (as opposed to 30%before giving effect to the Credit Agreement Amendment) and (iv) appoint the NewAgent as the replacement administrative agent to replace the Existing Agent.

In addition, in connection with the Credit Agreement Amendment, to the extentthe Company incurs any additional specified unsecured senior, seniorsubordinated or subordinated future indebtedness between the Fifth AmendmentEffective Date and June 30, 2023, the Company's obligation to reduce theborrowing base by an amount equal to 25% of the principal amount of suchadditional future indebtedness shall be waived. In connection with the CreditAgreement Amendment, the lenders waived two technical events of default existingwith the Credit Agreement, as it existed prior to giving effect to the CreditAgreement Amendment, related to entering into and maintaining certain minimumhedges as of the fiscal quarters ending June 30, 2022 and September 30, 2022 andcomplying with the required current ratio as of the fiscal quarter endingSeptember 30, 2022.

The foregoing description of the Credit Agreement Amendment is qualified in itsentirety by reference to the Credit Agreement Amendment, a copy of which isattached hereto as Exhibit 10.1 and is incorporated by reference.

Item 2.03 Creation of a Direct Financial

The information set forth under Item 1.01 above is hereby incorporated into thisItem 2.03 by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on October 18, 2022 announcing that onOctober 18, 2022 it had entered into the Credit Agreement Amendment. A copy ofthe press release is included as Exhibit 99.4 hereto and incorporated byreference.

The information furnished pursuant to this Item 7.01 shall not be deemed to be"filed" for purposes of Section 18 of the Securities Act and will not beincorporated by reference into any filing under the Securities Act, unlessspecifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

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HIGHPEAK ENERGY, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...