Common use of Use of IPO Proceeds Clause in Contracts

Use of IPO Proceeds. (a) PubCo shall contribute all of the net cash proceeds received by it from the IPO to Atlas Operating in exchange for the issuance by Atlas Operating to PubCo of a number of Operating Units equal to the number of Class A Shares issued and sold by PubCo to the Underwriters in connection with the initial closing of the IPO. Atlas Operating shall, immediately following its receipt of such net cash proceeds from PubCo, contribute all of such net cash proceeds to Atlas Sand LLC for no consideration. (b) PubCo shall, immediately following any closing of the issuance and sale of Class A Shares pursuant to the Underwriters’ option to purchase additional Class A Shares in the IPO (the “Option”), contribute all of the net cash proceeds received by it pursuant to the Option to Atlas Operating in exchange for the issuance by Atlas Operating to PubCo of a number of the Operating Units equal to the number of Class A Shares issued and sold by PubCo to the Underwriters in connection with the closing of such exercise of the Option. Atlas Operating shall, immediately following its receipt of such net cash proceeds from PubCo, contribute all of such net cash proceeds to Atlas Sand LLC for no consideration.