FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 29th, 2024 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2023 (as it may be amended or modified from time to time, this “Agreement”), among CACTUS COMPANIES, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, as an Issuing Bank and as Swingline Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of February 12, 2018, by and between Cactus, Inc., a Delaware corporation (the “Corporation”), and John O’Donnell, an individual resident of the State of Texas (“Indemnitee”).
CREDIT AGREEMENT dated as of July 31, 2014, among CACTUS WELLHEAD, LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentCredit Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • New York
CREDIT AGREEMENT dated as of July 31, 2014 (this “Agreement”), among CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”)), the Lenders (such term and each other capitalized term used but not defined in these introductory statements having the meaning given it in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
TAX RECEIVABLE AGREEMENT by and among CACTUS, INC. CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF JANUARY 29, 2018Tax Receivable Agreement • February 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 29, 2018 and effective as of the date of the initial closing of the IPO, is hereby entered into by and among Cactus, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF February 28, 2023 AMONG CACTUS COMPANIES, LLC, AS BORROWER, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE...Credit Agreement • March 1st, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2023 (as it may be amended or modified from time to time, this “Agreement”), among CACTUS COMPANIES, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, as an Issuing Bank and as Swingline Lender.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CACTUS COMPANIES, LLC DATED AS OF FEBRUARY 27, 2023Limited Liability Company Operating Agreement • March 1st, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”), dated as of February 27, 2023 (the “Effective Date”), is made and entered into by and among Cactus Companies, 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT - between - Joel Bender - and - Cactus Wellhead, LLC Re: Terms and Conditions of Employment of Joel BenderEmployment Agreement • February 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of February 12, 2018 (the “Commencement Date”) by Cactus Wellhead, LLC (the “Employer”), and Joel Bender, an individual resident in Houston, Texas (the “Executive”).
Cactus, Inc. 2,803,739 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • January 13th, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • New York
This letter is being delivered to you in connection with the underwriting agreement dated the date hereof (the “Underwriting Agreement”), among Cactus, Inc., a Delaware corporation (the “Company”), Cactus Wellhead, LLC, a Delaware limited liability company, and you as representative of a group of Underwriters named therein, relating to an underwritten public offering of Class A Common Stock, $0.01 par value (the “Class A Common Stock”), of the Company (the “Offering”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2017 • Cactus, Inc. • Oil & gas field machinery & equipment • New York
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of , 2017, and is between Cactus, Inc., a Delaware corporation (the “Company”), Cadent (as defined below), CWE (as defined below) and Lee Boquet. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
CACTUS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This Restricted Stock Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Cactus, Inc., a Delaware corporation (the “Company”), and you.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of January 29, 2018, is entered into by and among Cactus, Inc., a Delaware corporation (the “Company”), Cadent Energy Partners II, L.P., a Delaware limited partnership (“Cadent”), Cactus WH Enterprises, LLC, a Delaware limited liability company (“Holdco” and, together with Cadent, the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • New York
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of January 29, 2018 and effective as of the date of the initial closing of the IPO, and is between Cactus, Inc., a Delaware corporation (“PubCo”), Cadent (as defined below), HoldCo (as defined below) and Lee Boquet. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
CACTUS, INC. LONG TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • February 28th, 2022 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This Performance Stock Unit Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Cactus, Inc., a Delaware corporation (the “Company”), and you.
CACTUS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 10th, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This Restricted Stock Unit Agreement (“ Agreement ”) is made and entered into as of the Grant Date by and between Cactus, Inc., a Delaware corporation (the “ Company ”), and you.
NON-COMPETITION CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION, AND NON- RECRUITMENTNon-Competition Confidentiality • February 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This AMENDED AND RESTATED NONCOMPETITION AGREEMENT (this “Agreement”), dated as of February 12, 2018, is made by and between Cactus Wellhead, LLC, a Delaware limited liability company (the “Company”), and Joel Bender (“Employee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT - between - Scott Bender - and - Cactus Wellhead, LLC Re: Terms and Conditions of Employment of Scott BenderEmployment Agreement • April 28th, 2021 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This Second Amended and Restated Employment Agreement (this “Agreement”) is made effective as of April 25, 2021 (the “Commencement Date”) by Cactus Wellhead, LLC (the “Employer”), and Scott Bender, an individual resident in Houston, Texas (the “Executive”).
CACTUS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 29th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Cactus, Inc., a Delaware corporation (the “Company”), and you.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2019 • Cactus, Inc. • Oil & gas field machinery & equipment
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”) between Cactus Wellhead, LLC, a Delaware limited liability company (the “Employer”), and Joel Bender, an individual resident in Houston, Texas (the “Executive”) is entered into as of February 21, 2019.
AMENDED AND RESTATED STOCKHOLDER’S AGREEMENTStockholder’s Agreement • March 29th, 2021 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of March 24, 2021, is entered into by and among Cactus, Inc., a Delaware corporation (the “Company”), and Cactus WH Enterprises, LLC, a Delaware limited liability company (“Holdco”).
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2020 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This Severance Agreement (this “Agreement”) is made effective as of September 24, 2018 (the “Commencement Date”) by Cactus Wellhead, LLC (the “Employer”), and David Isaac, an individual resident in Houston, Texas (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2020 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of September 18, 2020 (the “First Amendment Effective Date”), by and among CACTUS WELLHEAD, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the other Loan Parties party hereto (if any), the Lenders and Issuing Banks party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (together with its successors and assigns, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HIGHRIDGE RESOURCES, INC., CACTUS, INC. ATLAS MERGER SUB, LLC AND FLEXSTEEL LTIP LP, in its capacity as Seller Representative and for purposes of Section 8.12(b) DATED AS OF DECEMBER 30, 2022Agreement and Plan of Merger • January 3rd, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2022, is made by and among HighRidge Resources, Inc., a Delaware corporation (the “Company”), Cactus, Inc., a Delaware corporation (“Parent”), Atlas Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), FlexSteel LTIP LP, a Delaware limited partnership, in its capacity as the Seller Representative (in such capacity, the “Seller Representative”) and for purposes of Section 8.12(b). The Company, Parent, Merger Sub and the Seller Representative shall be referred to herein from time to time each as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 2nd, 2024 • Cactus, Inc. • Oil & gas field machinery & equipment
This FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT, ("Amendment") is made effective February 29, 2024 by and among Cactus, Inc., a Delaware corporation (the "Corporate Taxpayer''), the TRA Holders identified on the signature pages to this Amendment (the "Consenting TRA Holders") and the Agent.
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 8th, 2017 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , 2017, is entered into by and among Cactus, Inc., a Delaware corporation (the “Company”), Cadent Energy Partners II, L.P., a Delaware limited partnership (“Cadent”), Cactus WH Enterprises, LLC, a Delaware limited liability company (“Management Holdco” and, together with Cadent, the “Principal Stockholders”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2019 • Cactus, Inc. • Oil & gas field machinery & equipment
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”) between Cactus Wellhead, LLC, a Delaware limited liability company (the “Employer”), and Scott Bender, an individual resident in Houston, Texas (the “Executive”) is entered into as of February 21, 2019.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CACTUS WELLHEAD, LLC DATED AS OF December 29, 2022Limited Liability Company Operating Agreement • January 3rd, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”), dated as of December 29, 2022 (the “Effective Date”), is made and entered into by and among Cactus Wellhead, 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.
