Exhibit 4.1
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (this Agreement) is made and entered into as of
October 2, 2023, by and among Atlas Energy Solutions Inc. (f/k/a New Atlas HoldCo Inc.), a Delaware corporation (the Company), AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation
(Old Atlas), and each of the other parties listed on the signature pages hereto (the New Holders and, together with the Company and Old Atlas, the Parties).
WHEREAS, on March 8, 2023, Old Atlas and the other signatories thereto (the Initial Holders) entered into that
certain Registration Rights Agreement (the Existing Registration Rights Agreement), pursuant to which Old Atlas granted the Initial Holders certain registration rights with respect to certain securities of Old Atlas;
WHEREAS, on July 31, 2023, the Company, Old Atlas, Atlas Sand Operating, LLC, a Delaware limited liability company and a direct, majority
owned subsidiary of Old Atlas, AESI Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (Pubco Merger Sub), Atlas Operating Merger Sub, LLC, a Delaware limited liability company and
a direct, wholly owned subsidiary of the Company, and Atlas Sand Holdings, LLC, a Delaware limited liability company, entered into that certain Master Reorganization Agreement pursuant to which, among other things, Pubco Merger Sub will be merged
with and into Old Atlas and Old Atlas will become a wholly owned subsidiary of the Company (the Reorganization);
WHEREAS, after the closing of the Reorganization, the New Holders will own shares of the Companys common stock, par value $0.01 per
share (the Common Stock); and
WHEREAS, Old Atlas and the New Holders desire to amend and restate the Existing
Registration Rights Agreement, pursuant to which the Company shall assume the obligations of Old Atlas set forth therein and shall grant the New Holders certain registration rights with respect to certain securities of the Company, as set forth in
this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the meanings indicated:
Affiliate of any specified Person means any other person which, directly or indirectly, is in Control of, is
Controlled by, or is under common Control with, such specified Person. For the avoidance of doubt, for purposes of this Agreement, the Holders shall not be considered Affiliates of the Company.
Agreement has the meaning set forth in the preamble.
Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under
Rule 405.
Blackout Period has the meaning set forth in Section 3(o).
Board means the board of directors of the Company.
Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking
institutions in the state of Texas or the state of New York are authorized or required to be closed by law or governmental action.
Commission means the Securities and Exchange Commission or any other federal agency then administering the
Securities Act or Exchange Act.
Common Stock has the meaning set forth in the preamble.
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