Common use of OWNERSHIP AND CAPITAL CONTRIBUTIONS Clause in Contracts

OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 15 Section 4.1 Authorized Units; General Provisions With Respect to Xxxxx 00 Xxxxxxx 4.2 Voting Rights 18 Section 4.3 Capital Contributions; Unit Ownership 18 Section 4.4 Capital Accounts 19 Section 4.5 Other Matters 20 Section 4.6 Redemption of Units 20 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 27 Section 5.1 Profits and Losses 27 Section 5.2 Special Allocations 28 Section 5.3 Allocations for Tax Purposes in General 30 Section 5.4 Other Allocation Rules 31 ARTICLE VI DISTRIBUTIONS 32 Section 6.1 Distributions 32 Section 6.2 Tax-Related Distributions 33 Section 6.3 Distribution Upon Withdrawal 34 ARTICLE VII MANAGEMENT 34 Section 7.1 The Managing Member; Fiduciary Duties 34 Section 7.2 Officers 35 Section 7.3 Warranted Reliance by Officers on Others 35 Section 7.4 Indemnification 36 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 37 Section 7.6 Resignation or Termination of Managing Member 37 Section 7.7 No Inconsistent Obligations 37 Section 7.8 Reclassification Events of PubCo 38 Section 7.9 Certain Costs and Expenses 38 ARTICLE VIII ROLE OF MEMBERS 39 Section 8.1 Rights or Powers 39 Section 8.2 Voting 39 Section 8.3 Various Capacities 40 Section 8.4 Investment Opportunities 40 ARTICLE IX TRANSFERS OF INTERESTS 41 Section 9.1 Restrictions on Transfer 41 Section 9.2 Notice of Transfer 43 Section 9.3 Transferee Members 43 Section 9.4 Pledgee’s Rights; Units to be General Intangibles 43 Section 9.5 Legend 44 ARTICLE X ACCOUNTING 45 Section 10.1 Books of Account 45 Section 10.2 Tax Elections 45 Section 10.3 Tax Returns; Information 46 Section 10.4 Tax Matters Member and Company Representative 46 Section 10.5 Withholding Tax Payments and Obligations 47 ARTICLE XI DISSOLUTION AND TERMINATION 48 Section 11.1 Liquidating Events 48 Section 11.2 Bankruptcy 48 Section 11.3 Procedure 49 Section 11.4 Rights of Members 50 Section 11.5 Notices of Dissolution 50 Section 11.6 Reasonable Time for Winding Up 50 Section 11.7 No Deficit Restoration 50 ARTICLE XII GENERAL 50 Section 12.1 Amendments; Waivers 50 Section 12.2 Further Assurances 51 Section 12.3 Successors and Assigns 51 Section 12.4 Entire Agreement 52 Section 12.5 Rights of Members Independent 52 Section 12.6 Governing Law 52 Section 12.7 Jurisdiction and Venue 52 Section 12.8 Headings 52 Section 12.9 Counterparts 52 Section 12.10 Notices 53 Section 12.11 Representation By Counsel; Interpretation 53 Section 12.12 Severability 54 Section 12.13 Expenses 54 Section 12.14 No Third Party Beneficiaries 54 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LIBERTY OILFIELD SERVICES NEW HOLDCO LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January 17, 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes 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.

OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 15 Section 19 4.1 Authorized Units; General Provisions With with Respect to Xxxxx 00 Xxxxxxx Units 19 4.2 Voting Rights 18 Section Capital Contributions 23 4.3 Capital Contributions; Unit Ownership 18 Section Issuance of Additional Units 24 4.4 Capital Accounts 19 Section 24 4.5 Other Matters 20 Section Regarding Capital Contributions 25 4.6 Redemption Exchange of Common Units 20 ARTICLE 25 4.7 Representations and Warranties of the Members 29 Article V ALLOCATIONS OF PROFITS AND LOSSES 27 Section 31 5.1 Profits and Losses 27 Section 31 5.2 Special Allocations 28 Section 31 5.3 Allocations for Tax Purposes in General 30 Section 34 5.4 Other Allocation Rules 31 ARTICLE 34 5.5 Earnout Common Units 36 Article VI DISTRIBUTIONS 32 Section 36 6.1 Distributions 32 Section 36 6.2 Tax-Related Distributions 33 Section 37 6.3 Distribution Upon Withdrawal 34 ARTICLE 38 Article VII MANAGEMENT 34 Section 38 7.1 The Managing MemberMember Rights; Fiduciary Member and Officer Duties 34 Section 38 7.2 Role of Officers 35 Section 39 7.3 Warranted Reliance by Officers on Others 35 Section 40 7.4 Indemnification 36 Section 40 7.5 Maintenance of Insurance or Other Financial Arrangements 37 Section 7.6 Resignation or Termination of Managing Member 37 Section 7.7 No Inconsistent Obligations 37 Section 7.8 43 7.6 Reclassification Events of PubCo 38 Section 7.9 43 TABLE OF CONTENTS (CONT’D) Page 7.7 Transactions between Company and Managing Member 43 7.8 Certain Costs and Expenses 38 ARTICLE 44 Article VIII ROLE OF MEMBERS 39 Section 44 8.1 Rights or Powers 39 Section 44 8.2 Voting 39 Section 8.3 Various Capacities 40 Section 8.4 44 8.3 Investment Opportunities 40 ARTICLE 45 Article IX TRANSFERS OF INTERESTS 41 Section UNITS 46 9.1 Restrictions on Transfer 41 Section 46 9.2 Notice of Transfer 43 Section 47 9.3 Transferee Members 43 Section 47 9.4 Pledgee’s Rights; Units to be General Intangibles 43 Section 9.5 Legend 44 ARTICLE 48 Article X ACCOUNTING 45 Section 48 10.1 Books of Account 45 Section 48 10.2 Tax Elections 45 Section 48 10.3 Tax Returns; Information 46 Section 49 10.4 Tax Matters Member and Company Representative 46 Section 50 10.5 Withholding Tax Payments and Obligations 47 ARTICLE 53 10.6 Rights of the Continuing Members 53 Article XI DISSOLUTION AND TERMINATION 48 Section 54 11.1 Liquidating Events 48 Section 54 11.2 Bankruptcy 48 Section 54 11.3 Procedure 49 Section 55 11.4 Rights of Members 50 Section 56 11.5 Notices of Dissolution 50 Section 56 11.6 Reasonable Time for Winding Up 50 Section 56 11.7 No Deficit Restoration 50 ARTICLE 56 Article XII GENERAL 50 Section 57 12.1 Amendments; Waivers 50 Section 57 12.2 Further Assurances 51 Section 57 12.3 Successors and Assigns 51 Section 57 12.4 Entire Agreement 52 Section 58 12.5 Rights of Members Independent 52 Section 58 12.6 Governing Law 52 Section Law; Waiver of Jury Trial; Jurisdiction 58 12.7 Jurisdiction and Venue 52 Section Headings 59 12.8 Headings 52 Section Counterparts; Electronic Delivery 59 12.9 Counterparts 52 Section Notices 59 12.10 Notices 53 Section 12.11 Representation By by Counsel; Interpretation 53 Section 61 12.11 Severability 61 12.12 Severability 54 Section Expenses 61 12.13 Expenses 54 Section 12.14 No Third Party Beneficiaries 54 SECOND 61 12.14 Confidentiality 61 12.15 No Recourse 62 ii TABLE OF CONTENTS (CONT’D) Page Exhibits Exhibit A: Capitalization Exhibit B: Exchange Notice Exhibit C: Officers Exhibit D: Joinder THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LIBERTY OILFIELD SERVICES NEW HOLDCO QUALTEK HOLDCO, LLC This SECOND THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to timetime in accordance with the terms hereof, this “LLC Agreement”) is entered into as of January 17QualTek HoldCo, 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the “Company”), is entered into as of [●], 2021, by and among Rxxx XX Acquisition III Co., a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, the Members set forth on Exhibit A hereto (the “Continuing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used herein and not otherwise defined in this LLC Agreement shall have the respective meanings set forth in Section 1.1.

OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 15 Section 4.1 18 3.1 Authorized Units; General Provisions With Respect to Xxxxx 00 Xxxxxxx 4.2 Units 18 3.2 Voting Rights 18 Section 4.3 3.3 Capital Contributions; Unit Ownership 18 Section 4.4 3.4 Capital Accounts 19 Section 4.5 20 3.5 Member Loans 20 3.6 Other Matters 20 Section 4.6 Redemption of Units 20 ARTICLE V IV ALLOCATIONS OF PROFITS AND LOSSES 27 Section 5.1 21 4.1 Profits and Losses 27 21 4.2 Section 5.2 Special 754 Election 21 4.3 Regulatory and Curative Allocations; Other Allocations 28 Section 5.3 21 4.4 Allocations for Tax Purposes in General 30 Section 5.4 23 4.5 Other Allocation Rules 31 24 ARTICLE VI V DISTRIBUTIONS 32 Section 6.1 24 5.1 Amount and Time of Distributions 32 Section 6.2 Tax-Related Distributions 33 Section 6.3 24 5.2 Tax Distributions. 25 5.3 Distribution Upon Withdrawal 34 26 ARTICLE VII VI MANAGEMENT 34 Section 7.1 The Managing Member; Fiduciary Duties 34 Section 7.2 26 6.1 Board of Directors. 26 TABLE OF CONTENTS (continued) Page 6.2 Meetings of the Board 29 6.3 Board of Director Powers 30 6.4 Required Consents 30 6.5 Officers 35 Section 7.3 33 6.6 Warranted Reliance by Directors and Officers on Others 35 Section 7.4 34 6.7 Indemnification 36 Section 7.5 of the Directors, Officers and the Tax Matters Member 34 6.8 Maintenance of Insurance or Other Financial Arrangements 37 Section 7.6 Resignation or Termination of Managing Member 37 Section 7.7 No Inconsistent Obligations 37 Section 7.8 Reclassification Events of PubCo 38 Section 7.9 Certain Costs and Expenses 38 35 6.9 Management Fees 35 6.10 Retained Claims. 36 ARTICLE VIII VII ROLE OF MEMBERS 39 Section 8.1 38 7.1 Rights or Powers 38 7.2 Meetings of the Members 39 Section 8.2 Voting 39 Section 8.3 7.3 Various Capacities 39 7.4 Formation of Newco 39 ARTICLE VIII REGISTRATION RIGHTS 40 Section 8.1 Definitions 40 8.2 Stockholder Demand Rights 42 8.3 Piggyback Registration Rights 44 8.4 Investment Opportunities 40 Form S-3 Registration 46 8.5 Selection of Underwriters 48 8.6 Withdrawal Rights; Expenses 48 8.7 Registration and Qualification 48 8.8 Underwriting; Due Diligence 52 8.9 Indemnification and Contribution 53 8.10 Cooperation; Information by Selling Holder 55 8.11 Rule 144 and Rule 145 56 8.12 Holdback Agreement 56 8.13 Suspension of Sales 56 8.14 Third Party Registration Rights 57 ARTICLE IX TRANSFERS OF INTERESTS 41 Section 57 9.1 Restrictions on Transfer 41 Section 57 ii TABLE OF CONTENTS (continued) Page 9.2 Notice of Transfer 43 Section 58 9.3 Transferee Members 43 Section 58 9.4 Pledgee’s Rights; Units No Transfers to be General Intangibles 43 Section Competitors 59 9.5 Legend 44 ARTICLE X ACCOUNTING 45 Section 10.1 Books Right of Account 45 Section 10.2 Tax Elections 45 Section 10.3 Tax Returns; Information 46 Section 10.4 Tax Matters Member and Company Representative 46 Section 10.5 Withholding Tax Payments and Obligations 47 ARTICLE XI DISSOLUTION AND TERMINATION 48 Section 11.1 Liquidating First Offer 59 9.6 Drag Along Events 48 Section 11.2 Bankruptcy 48 Section 11.3 Procedure 49 Section 11.4 Rights of Members 50 Section 11.5 Notices of Dissolution 50 Section 11.6 Reasonable Time for Winding Up 50 Section 11.7 No Deficit Restoration 50 ARTICLE XII GENERAL 50 Section 12.1 Amendments; Waivers 50 Section 12.2 Further Assurances 51 Section 12.3 Successors and Assigns 51 Section 12.4 Entire Agreement 52 Section 12.5 Rights of Members Independent 52 Section 12.6 Governing Law 52 Section 12.7 Jurisdiction and Venue 52 Section 12.8 Headings 52 Section 12.9 Counterparts 52 Section 12.10 Notices 53 Section 12.11 Representation By Counsel; Interpretation 53 Section 12.12 Severability 54 Section 12.13 Expenses 54 Section 12.14 No Third Party Beneficiaries 54 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LIBERTY OILFIELD SERVICES NEW HOLDCO LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January 17, 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes 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 1.1.61

OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 15 Section 4.1 Authorized Units; General Provisions With Respect to Xxxxx 00 Xxxxxxx 4.2 Voting Rights 18 Section 4.3 Capital Contributions; Unit Ownership 18 Section 4.4 Capital Accounts 19 Section 4.5 Other Matters 20 Section 4.6 Redemption of Units 20 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 27 Section 5.1 Profits and Losses 27 Section 5.2 Special Allocations 28 27 Section 5.3 Allocations for Tax Purposes in General 30 Section 5.4 Other Allocation Rules 31 30 ARTICLE VI DISTRIBUTIONS 32 31 Section 6.1 Distributions 32 31 Section 6.2 Tax-Related Distributions 33 32 Section 6.3 Distribution Upon Withdrawal 34 33 ARTICLE VII MANAGEMENT 34 Section 7.1 The Managing Member; Fiduciary Duties 34 Section 7.2 Officers 35 34 Section 7.3 Warranted Reliance by Officers on Others 35 Section 7.4 Indemnification 36 35 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 37 36 Section 7.6 Resignation or Termination of Managing Member 37 36 Section 7.7 No Inconsistent Obligations 37 Section 7.8 Reclassification Events of PubCo 38 37 Section 7.9 Certain Costs and Expenses 38 37 ARTICLE VIII ROLE OF MEMBERS 39 38 Section 8.1 Rights or Powers 39 38 Section 8.2 Voting 39 38 Section 8.3 Various Capacities 40 Section 8.4 Investment Opportunities 40 39 ARTICLE IX TRANSFERS OF INTERESTS 41 40 Section 9.1 Restrictions on Transfer 41 40 Section 9.2 Notice of Transfer 43 41 Section 9.3 Transferee Members 43 41 Section 9.4 Pledgee’s Rights; Units to be General Intangibles 43 Section 9.5 Legend 44 42 ARTICLE X ACCOUNTING 45 42 Section 10.1 Books of Account 45 42 Section 10.2 Tax Elections 45 43 Section 10.3 Tax Returns; Information 46 43 Section 10.4 Tax Matters Member and Company Representative 46 44 Section 10.5 Withholding Tax Payments and Obligations 47 44 ARTICLE XI DISSOLUTION AND TERMINATION 48 45 Section 11.1 Liquidating Events 48 45 Section 11.2 Bankruptcy 48 46 Section 11.3 Procedure 49 46 Section 11.4 Rights of Members 50 47 Section 11.5 Notices of Dissolution 50 47 Section 11.6 Reasonable Time for Winding Up 50 47 Section 11.7 No Deficit Restoration 50 48 ARTICLE XII GENERAL 50 48 Section 12.1 Amendments; Waivers 50 48 Section 12.2 Further Assurances 51 49 Section 12.3 Successors and Assigns 51 49 Section 12.4 Entire Agreement 52 49 Section 12.5 Rights of Members Independent 52 49 Section 12.6 Governing Law 52 49 Section 12.7 Jurisdiction and Venue 52 49 Section 12.8 Headings 52 50 Section 12.9 Counterparts 52 50 Section 12.10 Notices 53 50 Section 12.11 Representation By Counsel; Interpretation 53 51 Section 12.12 Severability 54 51 Section 12.13 Expenses 54 51 Section 12.14 No Third Party Beneficiaries 54 51 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LIBERTY OILFIELD SERVICES NEW HOLDCO LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January 17, 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes 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.

OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 15 Section 4.1 Authorized UnitsEquity Securities; General Provisions With Respect to Xxxxx 00 Xxxxxxx Equity Securities and Debt Securities 15 Section 4.2 Voting Rights 18 19 Section 4.3 Capital Contributions; Unit Ownership 18 19 Section 4.4 Capital Accounts 19 20 Section 4.5 Other Matters 20 Section 4.6 Redemption of Units 20 21 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 27 28 Section 5.1 Profits and Losses 27 28 Section 5.2 Special Allocations 28 29 Section 5.3 Allocations for Tax Purposes in General 30 31 Section 5.4 Other Allocation Rules 31 32 ARTICLE VI DISTRIBUTIONS 32 Section 6.1 Distributions 32 Section 6.2 Tax-Related Distributions 33 Section 6.3 Distribution Upon Withdrawal 34 33 Section 6.4 Issuance of Additional Equity Securities 33 ARTICLE VII MANAGEMENT 34 Section 7.1 The Managing Member; Fiduciary Duties 34 Section 7.2 Officers 35 34 Section 7.3 Warranted Reliance by Officers on Others 35 Section 7.4 Indemnification 36 35 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 37 36 Section 7.6 Resignation or Termination of Managing Member 37 Section 7.7 No Inconsistent Obligations 37 Section 7.8 Reclassification Events of PubCo 38 37 Section 7.9 Certain Costs and Expenses 38 37 ARTICLE VIII ROLE OF MEMBERS 39 38 Section 8.1 Rights or Powers 39 38 Section 8.2 Voting 39 38 Section 8.3 Various Capacities 40 39 Section 8.4 Investment Opportunities 40 39 ARTICLE IX TRANSFERS OF INTERESTS 41 40 Section 9.1 Restrictions on Transfer 41 40 Section 9.2 Notice of Transfer 43 41 Section 9.3 Transferee Members 43 41 Section 9.4 Pledgee’s Rights; Units to be General Intangibles 43 Section 9.5 Legend 44 42 ARTICLE X ACCOUNTING 45 ACCOUNTING; CERTAIN TAX MATTERS 42 Section 10.1 Books of Account 45 42 Section 10.2 Tax Elections 45 42 Section 10.3 Tax Returns; Information 46 43 Section 10.4 Tax Matters Member and Company Representative 46 43 Section 10.5 Withholding Tax Payments and Obligations 47 44 ARTICLE XI DISSOLUTION AND TERMINATION 48 45 Section 11.1 Liquidating Events 48 45 Section 11.2 Bankruptcy 48 46 Section 11.3 Procedure 49 46 Section 11.4 Rights of Members 50 47 Section 11.5 Notices of Dissolution 50 47 Section 11.6 Reasonable Time for Winding Up 50 47 Section 11.7 No Deficit Restoration 50 Obligation 47 ARTICLE XII GENERAL 50 48 Section 12.1 Amendments; Waivers 50 48 Section 12.2 Further Assurances 51 49 Section 12.3 Successors and Assigns 51 49 Section 12.4 Certain Representations by Members 49 Section 12.5 Entire Agreement 52 49 Section 12.5 12.6 Rights of Members Independent 52 49 Section 12.6 12.7 Governing Law 52 50 Section 12.7 12.8 Jurisdiction and Venue 52 Section 12.8 Headings 52 50 Section 12.9 Counterparts 52 Headings 50 Section 12.10 Notices 53 Counterparts 50 Section 12.11 Notices 50 ii Section 12.12 Representation By Counsel; Interpretation 53 Section 12.12 Severability 54 51 Section 12.13 Expenses 54 Severability 51 Section 12.14 Expenses 51 Section 12.15 Waiver of Jury Trial 51 Section 12.16 No Third Party Beneficiaries 54 SECOND 51 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LIBERTY OILFIELD SERVICES NEW HOLDCO PROFRAC HOLDINGS, LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January 17[●], 20182021, by and among Liberty Oilfield Services New HoldCo ProFrac Holdings, LLC, a Delaware Texas limited liability company (the “Company”), ProFrac Holding Corp., a Delaware corporation (“PubCo”), the other parties listed on Exhibit A hereto and each other Person who is or at any time becomes 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 1.1TBOC.

OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 15 Section 4.1 Authorized UnitsEquity Securities; General Provisions With Respect to Xxxxx 00 Xxxxxxx Equity Securities and Debt Securities 15 Section 4.2 Voting Rights 18 19 Section 4.3 Capital Contributions; Unit Ownership 18 19 Section 4.4 Capital Accounts 19 20 Section 4.5 Other Matters 20 Section 4.6 Redemption of Units 20 21 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 27 28 Section 5.1 Profits and Losses 27 28 Section 5.2 Special Allocations 28 29 Section 5.3 Allocations for Tax Purposes in General 30 31 Section 5.4 Other Allocation Rules 31 32 ARTICLE VI DISTRIBUTIONS 32 Section 6.1 Distributions 32 Section 6.2 Tax-Related Distributions 33 Section 6.3 Distribution Upon Withdrawal 34 33 Section 6.4 Issuance of Additional Equity Securities 33 ARTICLE VII MANAGEMENT 34 33 Section 7.1 The Managing Member; Fiduciary Duties 34 33 Section 7.2 Officers 35 34 Section 7.3 Warranted Reliance by Officers on Others 35 Section 7.4 Indemnification 36 35 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 37 36 Section 7.6 Resignation or Termination of Managing Member 37 36 Section 7.7 No Inconsistent Obligations 37 Section 7.8 Reclassification Events of PubCo 38 37 Section 7.9 Certain Costs and Expenses 38 37 ARTICLE VIII ROLE OF MEMBERS 39 38 Section 8.1 Rights or Powers 39 38 Section 8.2 Voting 39 38 Section 8.3 Various Capacities 40 39 Section 8.4 Investment Opportunities 40 39 ARTICLE IX TRANSFERS OF INTERESTS 41 39 Section 9.1 Restrictions on Transfer 41 39 Section 9.2 Notice of Transfer 43 40 Section 9.3 Transferee Members 43 41 Section 9.4 Pledgee’s Rights; Units to be General Intangibles 43 Section 9.5 Legend 44 41 ARTICLE X ACCOUNTING 45 ACCOUNTING; CERTAIN TAX MATTERS 42 Section 10.1 Books of Account 45 42 Section 10.2 Tax Elections 45 42 Section 10.3 Tax Returns; Information 46 43 Section 10.4 Tax Matters Member and Company Representative 46 43 Section 10.5 Withholding Tax Payments and Obligations 47 43 ARTICLE XI DISSOLUTION AND TERMINATION 48 45 Section 11.1 Liquidating Events 48 45 Section 11.2 Bankruptcy 48 45 Section 11.3 Procedure 49 46 Section 11.4 Rights of Members 50 47 Section 11.5 Notices of Dissolution 50 47 Section 11.6 Reasonable Time for Winding Up 50 47 Section 11.7 No Deficit Restoration 50 Obligation 47 ARTICLE XII GENERAL 50 48 Section 12.1 Amendments; Waivers 50 48 Section 12.2 Further Assurances 51 48 Section 12.3 Successors and Assigns 51 49 Section 12.4 Certain Representations by Members 49 Section 12.5 Entire Agreement 52 49 Section 12.5 12.6 Rights of Members Independent 52 49 Section 12.6 12.7 Governing Law 52 49 Section 12.7 12.8 Jurisdiction and Venue 52 Section 12.8 Headings 52 50 Section 12.9 Counterparts 52 Headings 50 Section 12.10 Notices 53 Counterparts 50 Section 12.11 Notices 50 ii Section 12.12 Representation By Counsel; Interpretation 53 Section 12.12 Severability 54 51 Section 12.13 Expenses 54 Severability 51 Section 12.14 Expenses 51 Section 12.15 Waiver of Jury Trial 51 Section 12.16 No Third Party Beneficiaries 54 SECOND 51 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LIBERTY OILFIELD SERVICES NEW HOLDCO PROFRAC HOLDINGS, LLC This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January May 17, 20182022, by and among Liberty Oilfield Services New HoldCo ProFrac Holdings, LLC, a Delaware Texas limited liability company (the “Company”), ProFrac Holding Corp., a Delaware corporation (“PubCo”), the other parties listed on Exhibit A hereto and each other Person who is or at any time becomes 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 1.1TBOC.