Atlas Energy Solutions Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 18,000,000 shares of its Class A common stock, par value $0.01 per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 2,700,000 additional shares (the “Optional Shares”) of Class A common stock of the Company (the “Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of October 2, 2023, by and among Atlas Energy Solutions Inc. (f/k/a New Atlas HoldCo Inc.), a Delaware corporation (the “Company”), AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”), and each of the other parties listed on the signature pages hereto (the “New Holders” and, together with the Company and Old Atlas, the “Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND OPERATING, LLC DATED AS OF MARCH 8, 2023Limited Liability Company Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of March 8, 2023, by and among Atlas Sand Operating, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Solutions Inc., a Delaware corporation (“PubCo”), Atlas Sand Holdings, LLC, a Delaware limited liability company, and any Persons that may from time to time after the date hereof become a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 3rd, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 2, 2023, is entered into by and among Atlas Energy Solutions Inc. (f/k/a New Atlas HoldCo Inc.), a Delaware corporation (the “Company”), AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”), and the Principal Stockholders (as defined herein).
LOAN, SECURITY AND GUARANTY AGREEMENT Dated as of February 22, 2023 ATLAS SAND COMPANY, LLC, as a Borrower, AND CERTAIN OF ITS SUBSIDIARIES, as Guarantors, BANK OF AMERICA, N.A., as Agent and BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole...Loan, Security and Guaranty Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of February 22, 2023 (as amended, modified or supplemented from time to time, this “Agreement”), among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (the “Company” and a “Borrower”, and together with any Restricted Subsidiary of the Company that becomes party to this Agreement as an additional Borrower after the date hereof, collectively, “Borrowers”), and certain of their Subsidiaries, as Guarantors, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).
CREDIT AGREEMENTCredit Agreement • August 1st, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This CREDIT AGREEMENT, dated as of July 31, 2023, is made by and among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), the Lenders from time to time party hereto, and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company, as Administrative Agent and as Initial Lender.
Form of Participant AgreementForm of Participant Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Participant Agreement (this “Agreement”) is executed and agreed to as of [ ] (the “Effective Date”), by and between Atlas Sand Management Company, LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”) pursuant to the terms of that certain Atlas Sand Management Long Term Incentive Plan, as amended and restated effective May 28, 2018 (the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2023, by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND COMPANY, LLC A Delaware Limited Liability Company Dated as of January 30, 2018Limited Liability Company Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated to be effective as of January 30, 2018, (the “Effective Date”), is hereby duly adopted as the Third Amended and Restated Limited Liability Company Agreement of Atlas Sand Company, LLC, a Delaware limited liability company, by the Members who agree to be bound hereby.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Principal Stockholders (as defined herein).
MASTER REORGANIZATION AGREEMENT by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC and Atlas Sand Holdings, LLC July 31, 2023Master Reorganization Agreement • August 1st, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of July 31, 2023 (the “Execution Date”), is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (“PubCo”), Atlas Sand Operating, LLC, a Delaware limited liability company (“OpCo”), New Atlas HoldCo Inc., a Delaware corporation (“New PubCo”), AESI Merger Sub Inc., a Delaware corporation (“Merger Sub Inc.”), Atlas Operating Merger Sub, LLC, a Delaware limited liability company (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger Subs”), and Atlas Sand Holdings, LLC, a Delaware limited liability company (“Holdings”). PubCo, OpCo, New PubCo, the Merger Subs and Holdings are each referred to herein individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENTCredit Agreement • January 31st, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This CREDIT AGREEMENT, dated as of October 20, 2021, is made by and between ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 9th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
First Amendment to Credit AgreementCredit Agreement • May 10th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This First Amendment to Credit Agreement (this “Amendment”), dated as of February 22, 2023 (the “First Amendment Effective Date”), is among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (the “Borrower”); each other Loan Party that is party hereto; and STONEBRIAR COMMERCIAL FINANCE LLC (together with its affiliates, “Stonebriar”), as Lender (in such capacity, “Lender”).
Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been...Mining Lease Agreement • February 9th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Mining Lease Agreement (“Lease”) is made and entered into effective as of December 15, 2017 (the “Effective Date”) by and between the Sealy & Smith Foundation, a Texas corporation (hereinafter called “Lessor”), and Atlas Sand Company, LLC, a Delaware limited liability company (hereinafter called “Lessee”).
ATLAS ENERGY SOLUTIONS, INC. Long Term Incentive Plan Performance Share Unit Grant AgreementGrant Agreement • March 17th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
MASTER REORGANIZATION AGREEMENT by and among Atlas Sand Management Company, LLC, Atlas Sand Company, LLC, Atlas Sand Holdings, LLC, Atlas Sand Operating, LLC, Atlas Sand Holdings II, LLC, Atlas Sand Management Company II, LLC, Atlas Sand Merger Sub,...Master Reorganization Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of March 8, 2023, is entered into by and among Atlas Sand Management Company, LLC, a Texas limited liability company (“ASMC”), Atlas Sand Company, LLC, a Delaware limited liability company (“Atlas Sand LLC”), Atlas Sand Holdings, LLC, a Delaware limited liability company (“Holdings”), Atlas Sand Operating, LLC, a Delaware limited liability company (“Atlas Operating”), Atlas Sand Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Atlas Sand Management Company II, LLC, a Delaware limited liability company (“ASMC II”), Atlas Sand Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Atlas Energy Solutions Inc., a Delaware corporation (“PubCo” and, together with each other signatory to this Agreement, each, a “Party” and collectively, the “Parties”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND OPERATING, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • October 3rd, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Atlas Sand Operating, LLC, a Delaware limited liability company (the “Company”), dated as of October 2, 2023 (the “Effective Date”), is adopted, executed and agreed to by the Members (as defined below). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing LLC Agreement (as defined below).
MASTER REORGANIZATION AGREEMENT by and among Atlas Sand Management Company, LLC, Atlas Sand Company, LLC, Atlas Sand Holdings, LLC, Atlas Sand Operating, LLC, Atlas Sand Holdings II, LLC, Atlas Sand Management Company II, LLC, Atlas Sand Merger Sub,...Master Reorganization Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of [•], 2023, is entered into by and among Atlas Sand Management Company, LLC, a Texas limited liability company (“ASMC”), Atlas Sand Company, LLC, a Delaware limited liability company (“Atlas Sand LLC”), Atlas Sand Holdings, LLC, a Delaware limited liability company (“Holdings”), Atlas Sand Operating, LLC, a Delaware limited liability company (“Atlas Operating”), Atlas Sand Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Atlas Sand Management Company II, LLC, a Delaware limited liability company (“ASMC II”), Atlas Sand Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Atlas Energy Solutions Inc., a Delaware corporation (“PubCo” and, together with each other signatory to this Agreement, each, a “Party” and collectively, the “Parties”).
