5E Advanced Materials, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc.Common Stock Purchase Warrant • January 14th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 2026 (the “Termination Date”)1 but not thereafter, to subscribe for and purchase from 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2024, between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc.Series a Common Stock Purchase Warrant • August 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on February 27, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES B COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc.Series B Common Stock Purchase Warrant • August 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on February 27, 2027(the “Termination Date”) but not thereafter, to subscribe for and purchase from 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
FOURTH Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • January 14th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS FOURTH amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2025 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below).
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 14th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”), dated as of January 18, 2024 (the “Restatement Date”) is entered into by and among, BEP Special Situations IV LLC (“Bluescape”), Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (“Ascend”), Meridian Investments Corporation (“Meridian”) and any other persons otherwise a party hereto from time to time (each a “Purchaser”), 5E Advanced Materials, Inc., a Delaware corporation with offices located at 9329 Mariposa Road, Suite 210, Hesperia, CA, 92344 (“Issuer”), the Guarantors from time to time party hereto and Alter Domus (US) LLC (“Alter Domus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), provides the terms on which the Purchasers shall purchase the Notes (each as defined below) as set forth herein.
5E Advanced Materials, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
5E Advanced Materials, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”) and D.A. Davidson & Co. (“Davidson” and together with Canaccord, the “Sales Agents” and each a “Sales Agent”), as of the date first written above, as follows:
Exchange Agreement dated as of January 14, 2025 by and among 5E Advanced Materials, Inc. BEP SPECIAL SITUATIONS IV LLC ASCEND GLOBAL INVESTMENT FUND SPC and MERIDIAN INVESTMENTS CORPORATIONExchange Agreement • January 14th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Exchange Agreement (this “Agreement”) is dated as of January 14, 2025, between 5E Advanced Materials, Inc. a company incorporated under the Laws of Delaware (the “Company”), and BEP Special Situations IV LLC (“BEP”), Ascend Global Investment Fund SPC (“Ascend”), and Meridian Investments Corporation (“Meridian”, and collectively with Ascend and BEP, the “Existing Noteholders”).
MINERAL LEASE AGREEMENTMineral Lease Agreement • January 19th, 2022 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • California
This, MINERAL LEASE AGREEMENT, hereinafter referred to as “Agreement,” made and entered into by and between Elementis Specialties, Inc, a Delaware corporation, with address of 31763 Mountain View Road Newberry Springs, CA 92365, hereinafter referred to as “Owner,” and Fort Cady California Corporation, a California corporation, with address of 5210 E. Williams Circle Suite 700, Tucson, AZ 85711, hereinafter referred to as “Lessee”, and their assigns and successors.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of May 13, 2025, is made by and among 5E Advanced Materials, Inc., a company incorporated under the laws of the State of Delaware (the “Company”) and LAZARUS SECURITIES PTY LTD, an Australian Company (“Subscriber”).
NOTE PURCHASE AGREEMENT BY AND AMONG 5E ADVANCED MATERIALS, INC., THE GUARANTORS, THE PURCHASERS, AND ALTER DOMUS (US) LLC as Collateral Agent Dated as of August 11, 2022Note Purchase Agreement • September 28th, 2022 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS NOTE PURCHASE AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”), dated as of August 11, 2022 (the “Effective Date”) is entered into by and among, BEP Special Situations IV LLC (“Bluescape”) and any other persons otherwise a party hereto from time to time (each a “Purchaser”), 5E Advanced Materials, Inc., a Delaware corporation with offices located at 19500 State Highway 249, Suite 125, Houston, TX, 77070 (“Issuer”), the Guarantors from time to time party hereto and Alter Domus (US) LLC (“Alter Domus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), provides the terms on which the Purchasers shall purchase the Notes (each as defined below) as set forth herein. The parties agree as follows:
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 14th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of January 14, 2025, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), Meridian Investments Corporation, a Cayman Islands corporation, BEP Special Situations IV LLC, a Delaware limited liability company (“BEP,” and together with Ascend, the “Subscribers”) and 5E Advanced Materials, Inc., a company incorporated under the laws of the State of Delaware (the “Company”).
ContractRestructuring Support Agreement • January 14th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
this restructuring support agreement and the documents attached hereto collectively describe a proposed RESTRUCTURING for the company parties that would be EFFECTUATED through the out‑of‑court restructuring or, IF THE CONDITIONS THERETO ARE NOT SATISFIED OR WAIVED, through pre-packaged chapter 11 cases in the bankruptcy court, as further described herein.
FIRST AMENDMENT TO MINERAL LEASE AGREEMENTMineral Lease Agreement • January 19th, 2022 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This FIRST AMENDMENT TO MINERAL LEASE AGREEMENT (the “First Amendment”), is entered into by and between ELEMENTIS SPECIALTIES, INC., a Delaware corporation (the “Owner”), with an address of 31763 Mountain View Road, Newberry Springs, California 92365, and FORT CADY (CALIFORNIA) CORPORATION, a Maryland corporation (the “Lessee”), with an address of 9329 Mariposa Road, Suite 210, Hesperia, California 92344. Owner and Lessee are sometimes referred to herein individually as “Party” and collectively as “Parties”.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of January 18, 2024, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), 5ECAP, LLC, a company incorporated under the laws of the State of Ohio (the “Investor”) and 5E Advanced Materials, Inc., a company incorporated under the laws of the State of Delaware (the “Company”).
Employment AgreementEmployment Agreement • March 21st, 2023 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of March 20, 2023, by and between Susan Seilheimer Brennan (the “Executive”) and 5E Advanced Materials, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2022 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 26, 2022 (this “Agreement”), has been entered into by and between 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the Purchasers (as defined below).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2022 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (this “Agreement”) dated as of ___________, 2022, is by and between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 27th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • September 9th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Separation Agreement and General Release of Claims (this “Agreement”) is made by and between 5E Advanced Materials, Inc. (together with its subsidiaries and controlled affiliates, the “Company”) and Susan Seilheimer Brennan (“Employee” and, together with the Company, the “Parties”) with respect to the following facts:
Scheme Implementation Agreement American Pacific Borates Limited 5E Advanced Materials, Inc.Scheme Implementation Agreement • December 8th, 2021 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New South Wales
Advisor means, in relation to an entity, its legal, financial and other expert Advisors (not including the Independent Expert).
Stock Option AgreementStock Option Agreement • September 17th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Stock Option Agreement (this “Agreement”) is made effective as of [●] (the “Grant Date”) by and between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and [●] (the “Grantee”), pursuant to the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • December 6th, 2023 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This proxy statement (the “Proxy Statement”) is solicited by and on behalf of the Board of Directors (the “Board of Directors” or “Board”) of 5E Advanced Materials, Inc. for use at the Special Meeting of Stockholders (the “Special Meeting”) to be held on , as a virtual meeting, conducted via live webcast, at Central Time (being AEDT), or at any adjournments or postponements thereof. The live webcast can be accessed on the Internet at . You will be able to vote and submit questions online through the virtual-meeting platform during the Special Meeting. Holders of CHESS Depositary Interests (“CDIs”) of the Company will be entitled to receive notice of, and to attend as guests (but not vote at) the Special Meeting. Holders of CDIs can direct the Depositary Nominee (as defined below) to vote the common stock underlying their CDIs as detailed below.
Employment AgreementEmployment Agreement • May 15th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Employment Agreement (the “Agreement”) is made and entered into as of May 15, 2025, by and between Joshua Kiel Malm (the “Executive”) and 5E Advanced Materials, Inc., a Delaware corporation (the “Company”).
ASSET PURCHASE AGREEMENT by and among SEARLES VALLEY MINERALS INC., TRONA RAILWAY COMPANY LLC, and SEARLES DOMESTIC WATER COMPANY LLC as Sellers, and 5E SVM, LLC as Buyer, and 5E Advanced materials, inc. solely with respect to Section 2.6(b), Section...Asset Purchase Agreement • September 15th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement XE "Agreement" ”), dated as of September 14, 2026 (the “Execution Date XE "Execution Date" ”), by and among (i) Searles Valley Minerals Inc., a Delaware corporation (“SVM Parent XE "SVM Parent" ”), Trona Railway Company LLC, a Delaware limited liability company (“SVM Railway XE "SVM Railway" ”), and Searles Domestic Water Company LLC, a Delaware limited liability company (“SVM Water XE "SVM Water" ” and together with SVM Parent and SVM Railway, each a “Seller XE "Seller" ” and collectively, “Sellers XE "Sellers" ”), (ii) 5E SVM, LLC, a Delaware limited liability company (“Buyer XE "Buyer" ”), (iii) 5E Advanced Materials, Inc., a Delaware corporation (“Buyer Parent XE "Buyer Parent" ”), solely with respect to Section 2.6(b), Section 6.16, Section 6.17, Section 6.22(b) and Section 6.23 and (iv) Nirma Limited, an Indian entity (“Nirma XE "Nirma" ”), solely with respect to Section 2.1(b), Section 2.6(c), Section 2.7, Section 2.10, Section 5.2, Sect
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 29th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AMENDMENT NO. 1 dated as of April 28, 2024 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as heretofore amended, restated, amended and restated, modified or supplemented from time to time, the “Note Purchase Agreement”) is entered into by and among 5E Advanced Materials, Inc., a Delaware corporation with offices located at 9329 Mariposa Road, Suite 210, Hesperia, CA, 92344 (“Issuer”), Alter Domus (US) LLC (“Collateral Agent”), and the Purchasers signatory hereto.
STANDSTILL AGREEMENTStandstill Agreement • November 9th, 2023 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This STANDSTILL AGREEMENT (this “Agreement”) is entered into as of November 9, 2023 (the “Standstill Effective Date”), by and among 5E Advanced Materials, Inc., a Delaware corporation (the “Issuer”), BEP Special Situations IV LLC (“Bluescape”), Alter Domus (US) LLC (“Collateral Agent”), Ascend Global Investment Fund SPC – Strategic SP (“Ascend”), and Mayfair Ventures Pte Ltd (“Mayfair”) in connection with that certain Note Purchase Agreement dated as of August 11, 2022, among the Issuer, certain subsidiaries of the Issuer as guarantors, Bluescape as Purchaser, and the Collateral Agent (as amended, modified and supplemented from time to time, the “Note Purchase Agreement”). The Issuer, Bluescape, the Collateral Agent, Ascend and Mayfair collectively with their respective successors and assigns, are collectively referred to herein as the “Parties”, and each individually, collectively with their respective successors and assigns, a “Party”.
5E ADVANCED MATERIALS, INC. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • September 9th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Independent Contractor Agreement (“Agreement”), is made and entered into effective as of June 1, 2024 (“Effective Date”), by and between 5E Advanced Materials, Inc. (“Company”) and Malm Consulting LLC (“Contractor”), collectively the “Parties”. The Parties desire to enter into a relationship whereby Contractor will provide certain services to, and perform certain work for, the Company. To that end, the Parties agree as follows:
Restricted Share Unit AgreementRestricted Share Unit Agreement • September 17th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of [●] (the "Grant Date") by and between 5E Advanced Materials, Inc., a Delaware corporation (the "Company") and [●] (the "Grantee"). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan (as defined below).
2,374,481 SHARES of Common Stock 5E advanced materials, inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2025 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
The undersigned, 5E Advanced Materials, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Konik Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
AMENDMENT to COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc.Common Stock Purchase Warrant Amendment • February 17th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AMENDMENT TO common STOCK PURCHASE WARRANT (this “Amendment”) is made as of December __, 2025 by and between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Holder”), and constitutes an amendment to that certain Common Stock Purchase Warrant issued by the Company on March 13, 2025 and held by the Holder (the “Warrant”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Warrant.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January [___], 2026, between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Performance Share Unit AgreementPerformance Share Unit Agreement • September 17th, 2026 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Performance Share Unit Agreement (this "Agreement") is made and entered into as of [●] (the "Grant Date") by and between 5E Advanced Materials, Inc., a Delaware corporation (the "Company") and [●] (the "Grantee"). Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2023 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 5, 2023, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), BEP Special Situations IV LLC, a Delaware limited liability company (“BEP”) and 5E Advanced Materials, Inc., a company incorporated under the laws of the State of Delaware (the “Company”).