SERIES A COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc.5E Advanced Materials, Inc. • August 28th, 2024 • 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).
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”).
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:
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.
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:
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT BY AND AMONG 5E ADVANCED MATERIALS, INC., THE GUARANTOR, THE PURCHASERS, AND ALTER DOMUS (US) LLC as Collateral Agent Dated as of January 18, 2024Note Purchase Agreement • January 19th, 2024 • 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.
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”).
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 AGREEMENTForm of Indemnification 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”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • 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:
Second Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • June 11th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS second amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of June 11, 2024 (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).
Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • January 19th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of January 18, 2024 (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).
Second Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • May 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS second amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of May [●], 2024 (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. 3 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 16th, 2024 • 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.
Scheme Implementation Agreement American Pacific Borates Limited 5E Advanced Materials, Inc.5E Advanced Materials, Inc. • December 8th, 2021 • 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).
RESTRUCTURING SUPPORT AGREEMENTSubscription 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.
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.
THIRD Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • September 16th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS THIRD amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of September 16, 2024 (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).
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:
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”).
BEP SPECIAL SITUATIONS IV LLCBep Special Situations • August 26th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AMENDMENT NO. 2 dated as of May 28, 2024 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as amended, by Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated as of April 28, 2024, the “Existing Note Purchase Agreement”; and as amended by this Amendment, and as may be further 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”), the Guarantor party hereto, Alter Domus (US) LLC (the “Collateral Agent”), and the Purchasers signatory hereto.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 28th, 2024 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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”).
