Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
Aris Water 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 [ ● ] shares of Class A common stock, par value $0.01 per share (“Stock”) of the Company, subject to the terms and conditions stated in this Agreement and, at the election of the Underwriters, up to [ ● ] additional shares of Stock. The aggregate of [ ● ] shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of [ ● ] additional shares to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [●], 2021 (the “Effective Date”) by and between Aris Water Solutions, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS MIDSTREAM HOLDINGS, LLC DATED AS OF [●], 2021Limited Liability Company Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2021, by and among Solaris Midstream Holdings, LLC, a Delaware limited liability company (the “Company”), Aris Water Solutions, Inc. (“PubCo”), and each other Person who is or at any time becomes 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 WATER GATHERING AND DISPOSAL AGREEMENTWater Gathering and Disposal Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
This Amended and Restated Water Gathering and Disposal Agreement (this “Agreement”) is made and entered as of June 11, 2020 (the “Effective Date”), by and between Solaris Midstream DB-NM, LLC, a Delaware limited liability company (“Gatherer”), COG Operating LLC, a Delaware limited liability company (“COG”), COG Production LLC, a Texas limited liability company (“COGP”), Concho Oil & Gas LLC, a Delaware limited liability company (“CO&G”), and COG Acreage LP, a Texas limited partnership (“COGA”, and with COG, COGP and CO&G collectively herein referred to in the singular as “Producer”). Gatherer and Producer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2021, by and among Aris Water Solutions, Inc., a Delaware corporation (the “Company”), Solaris Midstream Holdings, LLC, a Delaware limited liability company (“Solaris”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
January 29, 2021 Amanda BrockProfits Units Grant Agreements • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec
You have been employed by Solaris Midstream Holdings, LLC and its affiliates (the “Company”) since October 2, 2017. As part of your compensation package, you entered into certain Profits Units Grant Agreements dated September 8, 2017, and March 7, 2019, (“Grant Agreements”) by and between you, Solaris Midstream Investment, LLC (“SMI”), and the Company, as the beneficiary pursuant to which you were granted Beneficiary Class B and/or Beneficiary Class C Units (as defined in the Grant Agreements). As of the date of this letter, 60% of your Profits Units are vested under the September 8, 2017 Profits Units Grant Agreement and 20% are vested under the March 7, 2019 Profits Units Grant Agreement. Your remaining Profits Units will vest as set forth in their respective Grant Agreements.
January 29, 2021 William A. ZartlerProfits Units Grant Agreement • October 7th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Texas
You have been employed by Solaris Midstream Holdings, LLC and its affiliates (the “Company”) since January 1, 2015. As part of your compensation package, you entered into a certain Profits Units Grant Agreement dated September 21, 2016, (“Grant Agreement”) by and between you, Solaris Midstream Investment, LLC (“SMI”), and the Company, as the beneficiary pursuant to which you were granted Beneficiary Class B and/or Beneficiary Class C Units (as defined in the Grant Agreements). As of the date of this letter, 60% of your Profits Units are vested under the Profits Units Grant Agreement. Your remaining Profits Units will vest as set forth in the Grant Agreement.
