Atlas Energy Solutions Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Atlas Energy 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 its Class A common stock, par value $0.01 per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A common stock of the Company (the “Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares.”
LOAN, SECURITY AND GUARANTY AGREEMENT Dated as of February 22, 2023 ATLAS SAND COMPANY, LLC, as a Borrower, AND CERTAIN OF ITS SUBSIDIARIES, as Guarantors, BANK OF AMERICA, N.A., as Agent and BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole...Loan, Security and Guaranty Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • 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”).
Form of Participant AgreementForm of Participant Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Participant Agreement (this “Agreement”) is executed and agreed to as of [ ] (the “Effective Date”), by and between Atlas Sand Management Company, LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”) pursuant to the terms of that certain Atlas Sand Management Long Term Incentive Plan, as amended and restated effective May 28, 2018 (the “Plan”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND COMPANY, LLC A Delaware Limited Liability Company Dated as of January 30, 2018Limited Liability Company Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated to be effective as of January 30, 2018, (the “Effective Date”), is hereby duly adopted as the Third Amended and Restated Limited Liability Company Agreement of Atlas Sand Company, LLC, a Delaware limited liability company, by the Members who agree to be bound hereby.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Principal Stockholders (as defined herein).
MASTER REORGANIZATION AGREEMENT by and among Atlas Sand Management Company, LLC, Atlas Sand Company, LLC, Atlas Sand Holdings, LLC, Atlas Sand Operating, LLC, Atlas Sand Holdings II, LLC, Atlas Sand Management Company II, LLC, Atlas Sand Merger Sub,...Master Reorganization Agreement • February 24th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of [•], 2023, is entered into by and among Atlas Sand Management Company, LLC, a Texas limited liability company (“ASMC”), Atlas Sand Company, LLC, a Delaware limited liability company (“Atlas Sand LLC”), Atlas Sand Holdings, LLC, a Delaware limited liability company (“Holdings”), Atlas Sand Operating, LLC, a Delaware limited liability company (“Atlas Operating”), Atlas Sand Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Atlas Sand Management Company II, LLC, a Delaware limited liability company (“ASMC II”), Atlas Sand Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and Atlas Energy Solutions Inc., a Delaware corporation (“PubCo” and, together with each other signatory to this Agreement, each, a “Party” and collectively, the “Parties”).
