INDEMNIFICATION AGREEMENTIndemnification Agreement • October 3rd, 2023 • New Atlas HoldCo Inc. • Crude petroleum & natural gas • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2023 • Atlas Energy Solutions Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of October 2, 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 • February 27th, 2024 • Atlas Energy Solutions Inc. • Crude petroleum & natural gas
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of February 26, 2024 (the “First Amendment Effective Date”), is by and among ATLAS SAND COMPANY, a Delaware limited liability company (the “Borrower”), the Guarantors (as defined in the Amended Credit Agreement referenced below), the banks and financial institutions listed on the signature pages hereof as lenders (the “Lenders”), and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company, as Administrative Agent and as Initial Lender.
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 • New Atlas HoldCo 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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2024 • Atlas Energy Solutions Inc. • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 5, 2024, 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 the other Holders (as defined below) that may become party hereto from time to time (each a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 31st, 2023 • Atlas Energy Solutions Inc. • Crude petroleum & natural gas • 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).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ATLAS ENERGY SOLUTIONS INC., ATLAS SAND COMPANY, LLC, WYATT MERGER SUB 1 INC., WYATT MERGER SUB 2, LLC, HI-CRUSH INC., HC MINERALS INC., CERTAIN STOCKHOLDERS OF HI-CRUSH INC., AND CLEARLAKE CAPITAL PARTNERS V...Agreement and Plan of Merger • February 27th, 2024 • Atlas Energy Solutions Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 26, 2024 (the “Execution Date”), by and among (a) Atlas Energy Solutions Inc., a Delaware corporation (“Parent”), (b) Atlas Sand Company, LLC, a Delaware limited liability company and indirect, wholly owned Subsidiary of Parent (“Purchaser”), (c) Wyatt Merger Sub 1 Inc, a Delaware corporation and direct, wholly owned Subsidiary of Purchaser (“Merger Sub 1”), (d) Wyatt Merger Sub 2, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Purchaser (“Merger Sub 2”), (e) Hi-Crush Inc., a Delaware corporation (the “Company”), (f) each Stockholder that has executed this Agreement or a joinder hereto (each, a “Consenting Stockholder”), (g) Clearlake Capital Partners V Finance, L.P., solely in its capacity as the Stockholders’ Representative and (h) HC Minerals Inc., a Delaware corporation (“RemainCo”). Parent, Purchaser, Merger Sub 1, Merger Sub 2, the Company, the Consenting
FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTLoan, Security and Guaranty Agreement • February 27th, 2024 • Atlas Energy Solutions Inc. • Crude petroleum & natural gas • 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”).
