Exhibit 10.1


 


SHARE REPURCHASE AGREEMENT


 


This Share Repurchase Agreement
(this “Agreement”) is made as of November 3, 2021, by and between Archaea Energy Inc., a Delaware corporation
(the “Company”), LFG Acquisition Holdings LLC, a Delaware limited liability company and subsidiary of the Company
(“Opco”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company (“Seller”).
Seller, Opco and the Company are referred to herein collectively as the “Parties” and each, individually, as
a “Party.”


 


WHEREAS, as of the
date hereof, Seller is the record owner of 21,700,232 shares of the Company’s Class B common stock, par value $0.0001 per share
(“Class B Common Stock”), and 21,700,232 Class A units of Opco (“Opco Class A units”),
and pursuant to the Second Amended and Restated Limited Liability Company Agreement of Opco (the “Opco LLCA”),
at the request of the holder (such request, an “Opco Redemption Request”), each Opco Class A unit may be redeemed
for, at Opco’s election, a newly-issued share of the Company’s Class A common stock, par value $0.0001 per share (“Class
A Common Stock”), or a cash payment as set forth therein, and upon redemption of such Opco Class A unit, a share of Class
B Common Stock shall be surrendered by the holder and cancelled by the Company;


 


WHEREAS, Seller desires
to sell to the Company, and the Company desires to repurchase from Seller, such shares of Class A Common Stock issued upon the redemption
of the Opco Class A units pursuant to such OpCo Redemption Request or Opco Class A Units, as the case may be, on the terms and subject
to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,
do hereby agree as follows:


 


Article
I.

Purchase and Sale


 


1.1 Purchase and
Sale.


 


(a) The Company shall notify
Seller in writing by 5:00 p.m., Eastern Time, each Monday (or if Monday is not a Business Day (as defined below), on the next Business
Day), beginning on Monday, November 8, 2021, the amount of cash received by the Company from exercises of its Redeemable Warrants (as
defined below) for cash during the immediately preceding calendar week (a “Notice”), provided that the
first such Notice shall also include cash received by the Company from exercises of its Redeemable Warrants for cash at any time prior
to the immediately preceding calendar week.


 


(b) Seller shall, promptly
after receipt of a Notice, deliver to the Company an Opco Redemption Request for the number of Opco Class A units equal to the
amount of cash received by the Company from exercises of its Redeemable Warrants for cash during the immediately preceding calendar
week, as indicated in the Notice, divided by $17.65 (rounded down to the nearest whole number), provided that the first such
Opco Redemption Request shall be based on all cash received by the Company from exercises of its Redeemable Warrants for cash at any
time prior to the immediately preceding calendar week in addition to cash received by the Company from such exercises during the
immediately preceding calendar week. Upon receipt of such Opco Redemption Request, Opco shall, promptly and no later than by the end
of the Business Day on which such Opco Redemption Request is received by the Company, inform Seller of Opco’s elected
settlement method for such redemption. If Opco does not timely inform Seller of such election, Opco shall be deemed to have elected
to settle the redemption in shares of Class A Common Stock.


 






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(c) In
the event Opco elects to redeem the Opco Class A units specified in such Opco Redemption Request for newly-issued shares of Class A Common
Stock (such newly-issued shares, the “Subject Shares”), on the terms and subject to the conditions set forth
in this Agreement, Seller shall sell, transfer, convey, assign and deliver to the Company, and the Company shall purchase, accept and
assume from Seller (each such transaction, a “Repurchase”), at or before 11:00 a.m., Eastern Time, on the Business
Day following receipt of the relevant Opco Redemption Request or such other time as may be agreed to by the Parties pursuant to Section
2.1 hereof (a “Closing Date”), all of Seller’s right, title and interest to the Subject Shares for
a purchase price of $17.65 per share (the “Class A Purchase Price”) delivered to the account designated by Seller
in Section 2.2 hereof.


 


(d) In
the event Opco elects to redeem the Opco Class A units specified in such Opco Redemption Request for cash in lieu of the applicable number
of shares of Class A Common Stock pursuant to Section 3.6(e)(ii) of the Opco LLCA, Seller shall sell, transfer, convey, assign and deliver
to the Company, and the Company shall purchase, accept and assume from Seller, such Opco Class A units specified in the Opco Redemption
Request, and the Company shall pay on the Closing Date to the account designated by the Seller in Section 2.2 hereof, an amount
of cash equal to the Cash Election Amount (as defined in the Opco LLCA) (provided that in no event shall such Cash Election Amount
be less than $17.65 per Opco Class A unit) (the “Cash Purchase Price”).


 


(e) Upon
the redemption of any Opco Class A units pursuant to clause (c) or (d) of this Section 1.1, an equal number of shares of Class
B Common Stock held by Seller shall be cancelled pursuant to Section 3.6(a) of the Opco LLCA.


 


1.2 Term.
The term of this Agreement (the “Term”) shall commence on November 3, 2021 and end on the date that is one
week after the date on which the Company has received all payments from exercises of the Redeemable Warrants for cash
(provided that such date is no later than December 14, 2021 unless otherwise agreed to by the Parties).


 


Article
II.

Closing


 


2.1 Closing.
Each closing (a “Closing”) of the transactions contemplated by this Agreement shall take place at the
offices of Kirkland & Ellis LLP, 609 Main Street, Houston, Texas 77002, at 11:00 a.m., Eastern time, on the Business Day
following receipt of the relevant Opco Redemption Request, or such other time and place as the Parties may agree in writing, provided
that a Closing shall not occur prior to the fulfillment or waiver (in accordance with the provisions hereof) of all of the
conditions set forth in Article VI hereof (other than those conditions that by their nature are to be fulfilled at or upon
the Closing, but subject to the fulfillment or waiver of such conditions).


 


2.2 Deliveries at Closing.
At each Closing, (a) Seller shall deliver to the Company’s transfer agent any instructions, stock powers or other documents, reasonably
requested at least three Business Days prior to the Closing (or in the case of the first Closing, at least two Business Days prior to
the Closing), to effectuate the relevant Repurchase, and (b) the Company will deliver to Seller the Class A Purchase Price or Cash
Purchase Price, as applicable, by wire transfer of immediately available funds to the account designated in writing by Seller at least
one Business Day prior to the applicable Closing Date.


 






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Article
III.

Representations and Warranties of SelleR


 


Seller hereby represents and
warrants to the Company, as of the date hereof and as of each Closing Date, as follows:


 


3.1 Organization.
Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware
and has all requisite limited liability company power and authority to own its assets and to carry on its business as now
conducted.


 


3.2 Authority and
Approval. Seller has full limited liability company power and authority to execute and deliver this Agreement, to consummate
the transactions contemplated hereby and to perform all of the obligations hereof to be performed by it. This Agreement has been
duly executed and delivered by Seller and, assuming due authorization, execution and delivery of this Agreement by the Company,
constitutes the valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar
Laws (as defined below) affecting the enforcement of creditors’ rights and remedies generally and by general principles of
equity (whether applied in a proceeding at Law or in equity).


 


3.3 No
Conflicts. The execution, delivery and performance of this Agreement by Seller does not, and the fulfillment and compliance
with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (a) violate, conflict
with, result in any breach of or require the consent of any Person (as defined below) under, any of the terms, conditions or
provisions of the governing documents of Seller; (b) conflict with or violate any Law applicable to Seller; or (c) conflict with,
result in a breach of, constitute a default under (whether with notice or the lapse of time or both), result in the creation of any
Encumbrance (as defined below) on any of Seller’s assets under, or accelerate or permit the acceleration of the performance
required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of,
or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license,
concession, permit, lease, joint venture or other instrument to which Seller is a party or by which it is bound; except in the case
of clauses (b) and (c) for those items that, individually or in the aggregate, would not reasonably be expected to have a material
adverse effect on Seller’s ability to perform its obligations under this Agreement.


 


3.4 Ownership of
the Subject Shares. As of the date hereof, Seller is the record owner of 21,700,232 shares of Class B Common Stock and
21,700,232 Opco Class A units and will be the record owner of any shares of Class A Common Stock issued by the Company upon
redemption of such Opco Class A units and the simultaneous cancellation of the corresponding number of shares of Class B Common
Stock pursuant to the terms of the Opco LLCA. Seller has good and marketable title to all such shares of Class B Common Stock and
such Opco Class A Units, free and clear of any encumbrances, liens, charges, levies, proxies, voting trusts or agreements, options
or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other
encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of the Subject
Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (x)
this Agreement, (y) the Stockholders’ Agreement, dated as of September 15, 2021, by and among Seller, the Company and the
other parties thereto or (z) any applicable restrictions on transfer under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities Law. Upon a Closing, the Company (or its designee) will own the
applicable Subject Shares, free and clear of all Encumbrances.


 






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3.5 No
Consents. No consent, approval, permit, governmental or regulatory order, declaration or filing with, or notice to, any
Governmental Authority (as defined below) or any third party is required to be made or obtained by Seller in connection with the
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as has been made or
obtained on or prior to the date hereof.


 


3.6 No
Litigation. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of
Seller, threatened against or by Seller that challenge or seek to prevent, enjoin or could otherwise potentially delay the
transactions contemplated by this Agreement.


 


3.7 Informed
Seller.


 


(a)  
Seller has (i) such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks
and suitability of the transactions contemplated by this Agreement and (ii) evaluated the merits and risks of the transactions contemplated
by this Agreement based exclusively on its own independent review and consultations with such investment, legal, Tax (as defined below),
accounting and other advisors as it deemed necessary, and has made its own decision concerning the transactions contemplated by this Agreement
without reliance on any representation or warranty of, or advice from, the Company. Upon each Closing, Seller will be consummating the
transactions contemplated by this Agreement with full understanding of the terms, conditions and risks and willingly assumes those terms,
conditions and risks.


 


(b)  
Seller has received and carefully reviewed filings of the Company with the U.S. Securities and Exchange Commission (the “SEC”),
other publicly available information regarding the Company, and such other information that it and its financial, legal and other advisors
deem necessary in connection with Seller’s decision to enter into this Agreement and, upon each Closing, consummate the transactions
contemplated by this Agreement. Seller has not requested any advice or other information with respect to the Subject Shares from the Company,
its Affiliates (as defined below), or any of its or their respective Representatives (as defined below), and no such information or advice
is necessary or desired.








 


3.8
 Broker’s Fees. Seller has no liability or obligation to pay any fees or commissions to any broker, finder or
agent with respect to the transactions contemplated by this Agreement for which the Company or Opco could become liable or otherwise obligated.


 


Article
IV.

Representations and Warranties of the COMPANY and opco


 


Each of the Company and Opco
hereby represent and warrant to Seller, as of the date hereof and as of each Closing Date, as follows:


 


4.1 Organization.


 


(a)  The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.


 


(b) Opco
is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite limited liability company power and authority to own its assets and to carry on its business as now conducted.


 


4.2 Authority and
Approval. Each of the Company and Opco has full corporate or limited liability company power and authority, as applicable,
to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the obligations
hereof to be performed by it. This Agreement has been duly executed and delivered by the Company and Opco and, assuming due
authorization, execution and delivery of this Agreement by Seller, constitutes the valid and legally binding obligation of the
Company and Opco, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of
creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at Law or in
equity).


 






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4.3 No Conflicts.
The execution, delivery and performance of this Agreement by the Company and Opco do not, and the fulfillment and compliance with the
terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (a) violate, conflict with, result
in any breach of or require the consent of any Person (as defined below) under, any of the terms, conditions or provisions of the governing
documents of the Company or Opco; (b) conflict with or violate any Law applicable to the Company or Opco; or (c) conflict with, result
in a breach of, constitute a default under (whether with notice or the lapse of time or both), result in the creation of any Encumbrance
on any of the Company’s or its subsidiaries’ assets under, or accelerate or permit the acceleration of the performance required
by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right
of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit,
lease, joint venture or other instrument to which the Company or any of its subsidiaries is a party or by which it is bound; except in
the case of clauses (b) and (c) for those items that, individually or in the aggregate, would not reasonably be expected to have a material
adverse effect on the Company’s or Opco’s ability to perform its obligations under this Agreement.


 





4.4 No Consents.
No consent, approval, permit, governmental or regulatory order, declaration or filing with, or notice to, any Governmental Authority
or any third party is required to be made or obtained by the Company or Opco in connection with the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby, except as has been made or obtained on or prior to the date hereof.


 


4.5 No
Litigation. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of
the Company, threatened against or by the Company or its subsidiaries that challenge or seek to prevent, enjoin or could otherwise
potentially delay the transactions contemplated by this Agreement.


 


4.6 Informed
Purchaser.


 


(a)
The Company has (i) such knowledge and experience in financial and business matters as to be capable of evaluating the merits,
risks and suitability of the transactions contemplated by this Agreement and (ii) evaluated the merits and risks of the transactions contemplated
by this Agreement based exclusively on its own independent review and consultations with such investment, legal, Tax, accounting and other
advisors as it deemed necessary, and has made its own decision concerning the transactions contemplated by this Agreement without reliance
on any representation or warranty of, or advice from, Seller. Upon each Closing, the Company will be consummating the transactions contemplated
by this Agreement with full understanding of the terms, conditions and risks and willingly assumes those terms, conditions and risks.


 


(b)
The Company has not requested any advice or other information with respect to the Subject Shares from Seller, its Affiliates, or
any of its or their respective Representatives, and no such information or advice is necessary or desired.


 


4.7 Solvency.
Both immediately prior to and after giving effect to all Repurchases contemplated by this Agreement, (a) the Company and its
subsidiaries shall be Solvent (as defined below) and (b) the fair value and present fair saleable value of the Company’s
assets exceed its total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) by an amount that
exceeds the Company’s statutory capital. For purposes of this Agreement, the term “Solvent” means
that, as of the applicable time of determination, the Company and its subsidiaries, taken as a whole, (i) are able to pay their
respective debts as they become due; (ii) own property which has a fair saleable value greater than the amounts required to pay
their respective debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) have adequate
capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in
connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future
creditors of the Company or its subsidiaries.


 


4.8 Broker’s
Fees. Neither the Company nor Opco has any liability or obligation to pay any fees or commissions to any broker, finder or
agent with respect to the transactions contemplated by this Agreement for which the Seller could become liable or otherwise
obligated.


 


4.9 SEC
Filings. All statements, reports, schedules, forms and other documents (including exhibits and all information incorporated
by reference) (“SEC Reports”) filed by the Company with the SEC complied in all material respects with the
requirements of the Exchange Act, the Securities Act or the Sarbanes-Oxley Act of 2002, as applicable, and the rules and regulations
of the SEC promulgated thereunder, and none of the SEC Reports filed or furnished by the Company with the SEC contains any untrue
statement of a material fact or omitted to state a material fact required to be stated therein necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company
has timely filed each report, statement, schedule, prospectus and registration statement, as applicable, that the Company was
required to file with the SEC.


 






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Article
V.

Covenants


 


5.1 No
Inconsistent Arrangements. Except as provided hereunder, neither Party shall, directly or indirectly, take or permit any
other action that would in any way restrict, limit or interfere with the performance of such Party’s obligations hereunder or
otherwise make any representation or warranty of such Party herein untrue or incorrect (including, for the avoidance of doubt, any
transfer, sale, assignment, gift, hedge, or other disposition, directly or indirectly, of the Subject Shares). Any action taken in
violation of the foregoing sentence shall be null and void ab initio.


 


5.2 Litigation.
Each Party shall provide such other Party with prompt notice of any claim, action, suit, litigation or proceeding (including any class
action or derivative litigation) brought, asserted or commenced by, on behalf of or in the name of, against or otherwise involving either
Party relating to this Agreement or any of the transactions contemplated hereby, and shall keep such other Party informed on a reasonably
prompt basis with respect to the status thereof. Each Party shall give such other Party the opportunity to participate (at such other
Party’s expense) in the defense or settlement of any such litigation, and no such settlement shall be agreed to without such other
Party’s prior written consent.


 


Article
VI.

Conditions to Closing


 


6.1 Mutual
Conditions. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment, at or prior to each Closing, of the following condition, which may, to the extent permitted by
applicable Law, be waived in a writing signed by both Seller and the Company, each at its sole discretion:


 


(a)
No Litigation. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary,
preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise prohibits the consummation
of the transactions contemplated by this Agreement.


 


6.2 Conditions to
the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment, at or prior to each Closing, of the following conditions, which may, to the extent permitted by
applicable Law, be waived in writing by the Company in its sole discretion:








 


(a)
 Closing Deliverables. Seller shall deliver to the Company’s transfer agent the closing deliverable(s) set forth in
Section 2.2(a) hereof.


 


(b)
Representations and Warranties. The representations and warranties of Seller contained in this Agreement or any schedule,
certificate or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which
representations and warranties shall be true in all respects) both when made and as of the applicable Closing Date, or in the case of
representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in
all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which
representations and warranties shall be true in all respects) as of such specified date. Seller shall have performed in all material respects
all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be
performed or complied with by it prior to or at the applicable Closing.


 


6.3 Conditions to
the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment, at or prior to each Closing, of the following conditions, which may, to the extent permitted by
applicable Law, be waived in writing by Seller in its sole discretion:


 


(a)
Closing Deliverables. The Company shall deliver to Seller the closing deliverable set forth in Section 2.2(b) hereof.


 






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(b)
Representations and Warranties. The representations and warranties of the Company contained in this Agreement or any schedule,
certificate or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which
representations and warranties shall be true in all respects) both when made and as of the applicable Closing Date, or in the case of
representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in
all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which
representations and warranties shall be true in all respects) as of such specified date. The Company shall have performed in all material
respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement
to be performed or complied with by it prior to or at the applicable Closing.


 


(c) Exemption from
Liability Under Section 16(b). The Company shall deliver to Seller a copy of the resolutions of the Board of Directors of the Company,
authorizing this Agreement, the Repurchases and the transactions contemplated hereunder prior to the execution and delivery of this Agreement,
in accordance with Rule 16b-3(e) under the Exchange Act, for the purpose of exempting such transactions from Section 16(b) of the Exchange
Act, including with respect to Seller’s and its Affiliates’ status as a “director by deputization,” for purposes
of Section 16 of the Exchange Act.


 


Article
VII.


Miscellaneous


 


7.1 Defined
Terms. As used herein, the following terms shall have the following meanings:


 


(a)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one
or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.


 


(b)
“Business Day” means any day other than Saturday, Sunday, or any day on which banks located in New York
are authorized or required by Law to be closed.


 


(c)
“Exchange Act” means the Securities and Exchange Act of 1934, as amended.


 


(d)
“Governmental Authority” means any federal, state, local or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental
regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction.


 


(e)
“Law” means any provision of any law or administrative rule or regulation or any judicial, administrative
or arbitration order, award, judgment, writ, injunction or decree.


 


(f)
“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture,
trust, estate, unincorporated organization, association, Governmental Authority or other entity.


 


(g)  
"Redeemable Warrants” means (x) all of the Company’s publicly held warrants to purchase shares
of Class A Common Stock, which were issued under the Warrant Agreement, dated October 21, 2020, by and among the Company, Opco and Continental
Stock Transfer & Trust Company, as warrant agent, as part of the units sold in the Company’s initial public offering and (y)
all of the Company’s warrants to purchase shares of Class A Common Stock that were issued under the Warrant Agreement to Atlas Point
Energy Infrastructure Fund, LLC in a private placement simultaneously with the consummation of the Company’s business combination
on September 15, 2021.


 


(h)
“Representative” means, with respect to any Person, such Person’s directors, officers, employees,
partners, members, shareholders, agents or representatives.


 


(i)
“Tax” means any federal, state, local or foreign income, gross receipts, branch profits, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall profits, escheat, environmental, customs duties, capital stock,
franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer,
registration, ad valorem, value added, alternative or add-on minimum or estimated tax or other tax of any kind whatsoever, including
any interest, penalty or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or
succeed to the Tax liability of any other Person by Law, by contract or otherwise.


 






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7.2 Notices.
All notices and other communications hereunder must be in writing and will be deemed duly given if delivered personally or by email transmission,
or mailed through a nationally recognized overnight courier, postage prepaid, to the Parties at the following addresses (or at such other
address for a Party as specified by like notice, provided, however, that notices of a change of address will be effective only
upon receipt thereof): 


 


	 	if to the Company:	Archaea Energy Inc.
	 	 	4444 Westheimer Road, Suite G450
	 	 	Houston, Texas 77027
	 	 	Attn: Lindsay Ellis (lellis@archaeaenergy)
	 	 	 
	 	with a copy to:	Kirkland & Ellis LLP
	 	 	609 Main Street, 45th Floor
	 	 	Houston, Texas 77002
	 	 	Attn: Matthew R. Pacey (matt.pacey@kirkland.com)
	 	 	 
	 	if to Seller:	Aria Renewable Energy Systems LLC
	 	 	c/o Ares Management LLC
	 	 	Three Charles River Place, Suite 101
	 	 	63 Kendrick Street
	 	 	Needham, MA 02494
	 	 	Attn: Noah Ehrenpreis (nehrenpreis@aresmgmt.com)
	 	 	 
	 	with a copy to:	Orrick Herrington & Sutcliffe LLP
	 	 	405 Howard Street
	 	 	San Francisco, CA 94105
	 	 	Attn: Matthew Gemello (mgemello@orick.com);
	 	 	Marsha Mogilevich (mmogilevich@orrick.com)



 





 


Notices will be deemed to
have been received on the date of receipt (a) if delivered by hand or nationally recognized overnight courier service or (b) upon receipt
of an appropriate confirmation by the recipient when so delivered by email.


 


7.3 Termination.
This Agreement may only be terminated by (i) mutual written consent of the Parties to terminate this Agreement prior to the end of
the Term or (ii) by either Party if such other Party is in breach of the terms of this Agreement if such breach continues unremedied
for a period of five calendar days after notice to the breaching Party. Upon termination of this Agreement, no Party shall have any
further obligations or liabilities under this Agreement; provided, however, that (i) nothing in this Section
7.3 shall relieve either Party from liability for fraud or any willful breach of this Agreement prior to the termination hereof
and (ii) the provisions of this Article VII shall survive any termination of this Agreement.


 


7.4 Acknowledgements.


 


(a)
Each Party acknowledges and understands (i) that the other Party and its Affiliates may possess material nonpublic information
regarding the Company, its Affiliates and the Subject Shares not known to the other Party that may impact the value of the Subject Shares,
including, without limitation, (A) information received by Representatives of the Parties and their respective Affiliates, and (B) information
received on a privileged basis from the attorneys and financial advisors representing the Parties and/or their respective Affiliates (collectively,
the “Information”); and (ii) the Information, if disclosed to the other Party, could affect such Party’s
decision to enter into this Agreement. Seller acknowledges and understands the risks to and disadvantage of Seller due to the disparity
of information between Seller, on the one hand, and the Company and Opco, on the other hand.


 


(b)
Notwithstanding the limitations set forth in Section 7.4(a), each Party has deemed it appropriate to enter into this Agreement
and to consummate the transactions contemplated hereby and each Party has had an opportunity to request information from the other Parties
as it deems appropriate.


 






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(c)
Each Party agrees that no other Party, such Party’s Affiliates or any of its or their respective Representatives shall have
any liability to the Party, its Affiliates or any of its or their respective Representatives whatsoever due to or in connection with the
other Party’s and its Affiliates’ use or non-disclosure of the Information or otherwise as a result of the transactions contemplated
hereby, and each Party hereby irrevocably waives any claim that it might have based on the failure of the other Parties and their respective
Affiliates to disclose the Information.


 


(d)
Each Party acknowledges that (i) the other Parties are relying on its representations, warranties, acknowledgements and agreements
in this Agreement as a condition to proceeding with the transactions contemplated hereby and (ii) without such representations, warranties,
acknowledgements and agreements, the other Parties would not enter into this Agreement or engage in the transactions contemplated hereby.


 


7.5 Amendment;
Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. Any
agreement on the part of either Party to any extension or waiver with respect to this Agreement shall be valid only if set forth in
an instrument in writing signed on behalf of such Party. The failure of either Party to assert any of its rights under this
Agreement or otherwise shall not constitute a waiver of such rights.


 


7.6 Expenses.
The Company shall bear all costs and expenses incurred in connection with the transactions contemplated by this Agreement, provided that
the Company shall not be responsible for more than $75,000 in costs and expenses of Seller (including only up to $50,000 in fees and
expenses of outside legal counsel selected by Seller and excluding any internal expenses of Seller (including all salaries and
expenses of its employees)) unless otherwise agreed to by the Parties.


 


7.7 Entire
Agreement. This Agreement, together with the other documents and certificates delivered pursuant hereto, constitute the
entire agreement, and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to
the subject matter of this Agreement.


 


7.8 Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by
operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without
such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the Parties and their respective successors and assigns.


 


7.9 Specific
Enforcement; Jurisdiction.


 


(a)
The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would
not be an adequate remedy therefor. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any
other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms
and provisions of this Agreement in any court referred to in Section 7.9(b) hereof, without the necessity of proving the inadequacy
of money damages as a remedy (and each Party hereby waives any requirement for the securing or posting of any bond in connection with
such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. Each of the Parties acknowledges
and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such
right, neither of the Parties would have entered into this Agreement.


 


(b)
Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose
of any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and
each of the Parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined
exclusively in such court. Each of the Parties (i) consents to submit itself to the personal jurisdiction of the courts of the State of
Delaware in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby,
(ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court,
(iii) irrevocably consents to the service of process in any legal action, suit or proceeding arising out of or relating to this Agreement
or any of the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 7.2 hereof (provided
that nothing in this Section 7.9(b) shall affect the right of either Party to serve legal process in any other manner permitted
by applicable Law) and (iv) agrees that it will not bring any legal action, suit or proceeding relating to this Agreement or any of the
transactions contemplated hereby in any court other than the courts of the State of Delaware. The Parties agree that a final trial court
judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict either
Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.


 






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7.10  Waiver of Jury
Trial. Each Party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect
of any legal action, suit or proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each Party (a)
certifies that no Representative, agent or attorney of the other Party has represented, expressly or otherwise, that such Party would
not, in the event of any legal action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the
other Party have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section
7.10.


 


7.11 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of
the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.


 


7.12 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to either
Party.


 


7.13 Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Delivery of
an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


7.14 Further
Assurances. Each Party will execute and deliver, or cause to be executed and delivered, all further documents and
instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable Law to perform its obligations under this Agreement. Each Party shall use its
reasonable best efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, and to assist such other
Party in doing, any and all things, necessary, proper or advisable to consummate and make effective the transactions contemplated by
this Agreement.


 


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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	ARCHAEA ENERGY, INC.
	 	 
	 	By: 	/s/ Eric Javidi
	 	Name:	Eric Javidi
	 	Title:	Chief Financial Officer
	 	 	 
	 	OPCO:
	 	 
	 	LFG ACQUISITION HOLDINGS LLC
	 	 
	 	By:	/s/ Eric Javidi
	 	Name:	Eric Javidi
	 	Title:	Chief Financial Officer
	 	 	 
	 	SELLER:
	 	 
	 	Aria Renewable Energy Systems LLC
	 	 	 
	 	By:	/s/ Noah Ehrenpreis
	 	Name:	Noah Ehrenpreis
	 	Title:	Vice President & Secretary



 


Signature Page to Share Repurchase Agreement



 


 


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