Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 19, 2024, Sable Offshore Corp. (the "Company" or "Sable"), entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE Investors"), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase from Sable, and Sable agreed to issue and sell to the PIPE Investors, an aggregate of approximately 7.5 million newly issued shares of Sable's common stock, par value $0.0001 ("Common Stock"), for an aggregate purchase price of approximately $150 million, on the terms and subject to the conditions set forth therein (the "PIPE Offering"). The issuance and sale of the Common Stock contemplated by the Subscription Agreements was completed on September 23, 2024.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the copy of the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.