Atlas Energy Solutions Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 14th, 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 18,000,000 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 2,700,000 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.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2023, by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND OPERATING, LLC DATED AS OF MARCH 8, 2023Limited Liability Company Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of March 8, 2023, by and among Atlas Sand Operating, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Solutions Inc., a Delaware corporation (“PubCo”), Atlas Sand Holdings, LLC, a Delaware limited liability company, and any Persons that may from time to time after the date hereof become 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.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 8, 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 • March 14th, 2023 • Atlas Energy Solutions Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Master Reorganization Agreement (this “Agreement”), dated effective as of March 8, 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”).
