0000950170-25-005373 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).
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.
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”).
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.