INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of October 21, 2021 (the “Effective Date”) by and between Aris Water Solutions, Inc., a Delaware corporation (the “Company”), and William A. Zartler (the “Indemnitee”).
Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 27th, 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 17,650,000 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 2,647,500 additional shares of Stock. The aggregate of 17,650,000 shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of 2,647,500 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.”
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLARIS MIDSTREAM HOLDINGS, LLC DATED AS OF OCTOBER 26, 2021Limited Liability Company Agreement • October 27th, 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 October 26, 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.
TAX RECEIVABLE AGREEMENT by and among ARIS WATER SOLUTIONS, INC. and THE TRA HOLDERS listed on Schedule A hereof DATED AS OF OCTOBER 26, 2021Tax Receivable Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 26, 2021, is hereby entered into by and among Aris Water Solutions, Inc., a Delaware corporation (the “Corporate Taxpayer”) and the TRA Holders.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 27th, 2021 • Aris Water Solutions, Inc. • Oil & gas field services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made on October 26, 2021 (the “Effective Date”), by and among Aris Water Solutions, Inc., a Delaware corporation (the “Company”), COG Operating LLC (“COG”) and Yorktown Energy Partners XI, L.P. (“Yorktown”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 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 October 26, 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”).
