AMENDED AND RESTATED WARRANT AGREEMENT between PROFRAC HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledNovember 1st, 2022 Company Industry JurisdictionTHIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of November 1, 2022, is by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT ProFrac Holding Corp. 16,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionProFrac Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,000,000 shares of Class A common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,400,000 shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.Common Stock Purchase Warrant • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledNovember 1st, 2022 Company IndustryTHIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (“USWS”), and Th
AGREEMENT AND PLAN OF MERGER dated as of October 21, 2021 among FTS INTERNATIONAL, INC. PROFRAC HOLDINGS, LLC and PROFRAC ACQUISITIONS, INC.Merger Agreement • November 22nd, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledNovember 22nd, 2021 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 21, 2021, by and among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2024 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledOctober 1st, 2024 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”) is made as of September 25, 2024 by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.Placement Agent Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledNovember 1st, 2022 Company IndustryTHIS AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (
FORM OF AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.Common Stock Agreement • August 30th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledAugust 30th, 2022 Company IndustryTHIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (“USWS”), and Th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”), dated as of May 17, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER among U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022Merger Agreement • June 24th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledJune 24th, 2022 Company Industry JurisdictionIN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
PROFRAC HOLDINGS II, LLC, as Issuer, and EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO INDENTURE Dated as of December 27, 2023 and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Calculation Agent and Collateral Agent Senior Secured...Indenture • December 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionTHIS INDENTURE dated as of December 27, 2023 is among ProFrac Holdings II, LLC, a Texas limited liability company (the “Company”), the Notes Guarantors from time to time party hereto, U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), calculation agent (in such capacity, the “Calculation Agent”), and collateral agent (in such capacity, the “Collateral Agent”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PROFRAC HOLDINGS, LLC DATED AS OF MAY 17, 2022Limited Liability Company Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionThis Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 17, 2022, by and among ProFrac Holdings, LLC, a 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 TBOC.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 6th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledJanuary 6th, 2023 Company Industry JurisdictionCREDIT AGREEMENT, dated as of March 4, 2022, among PROFRAC HOLDINGS, LLC, a Texas limited liability company (“Holdings,” as hereinafter further defined), PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the “Borrower”), the other Guarantors (as hereinafter defined) party hereto, the Lenders (as hereinafter defined) and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto and JPMORGAN CHASE BANK, N.A., as the Agent, the Collateral Agent and the Swingline Lender.
FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 12th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledMay 12th, 2023 Company Industry Jurisdiction
FORM OF AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.Placement Agreement • August 30th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledAugust 30th, 2022 Company IndustryTHIS AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2024 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledAugust 9th, 2024 Company IndustryThis Employment Agreement (this “Agreement”), dated as of June 17, 2024 (the “Effective Date”), is entered into by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and Austin Harbour (the “Executive”). The Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED WARRANT AGREEMENT between PROFRAC HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledNovember 1st, 2022 Company Industry JurisdictionTHIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of November 1, 2022, is by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
TAX RECEIVABLE AGREEMENT by and among PROFRAC HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTS DATED AS OF MAY 17, 2022Tax Receivable Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionThis TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 17, 2022, is hereby entered into by and among ProFrac Holding Corp., a Delaware corporation (“ProFrac Corp.”), the TRA Holders and the Agents.
STOCKHOLDERS’ AGREEMENT dated as of May 17, 2022 among PROFRAC HOLDING CORP., THRC HOLDINGS, LP, FARRIS AND JO ANN WILKS 2022 FAMILY TRUST, FARJO HOLDINGS, LP and FARRIS C. WILKSStockholders Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionThis STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of May 17, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (the “Company”), THRC Holdings, LP, a Texas limited partnership (“THRC” and, together with any other member of the THRC Group executing a joinder, the “THRC Parties”), Farris C. Wilks, an individual (“Farris Wilks”), FARJO Holdings, LP (“FARJO”) and the Farris and Jo Ann Wilks 2022 Family Trust (“Farris Trust” and, together with Farris Wilks, FARJO and any other member of the Farris Group executing a joinder, the “Farris Parties”). The THRC Parties and the Farris Parties are each sometimes referred to herein individually as a “Principal Stockholder” and collectively as the “Principal Stockholders” and the Principal Stockholders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CHEMICAL PRODUCTS SUPPLY AGREEMENTChemical Products Supply Agreement • May 23rd, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
Contract Type FiledMay 23rd, 2022 Company Industry JurisdictionThis Chemical Products Supply Agreement (the “Agreement”) is made and entered this 2nd day of February 2022 (“Effective Date”), by and between Flotek Chemistry, LLC, an Oklahoma limited liability company (“Supplier”), and PROFRAC SERVICES, LLC, a Texas limited liability company (“Purchaser”). Supplier and Purchaser are individually referred to as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2024 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
Contract Type FiledAugust 9th, 2024 Company Industry JurisdictionThis CONSULTING AGREEMENT (this “Agreement”) is made, effective as of June 18, 2024, by and between ProFrac Holdings Corp., a Texas limited liability company (the “Company”), and Lance Turner (“Consultant”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 24th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledJune 24th, 2022 Company Industry JurisdictionThis WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (“Buyer”), and the holders of Warrants (as defined below) set forth on the signature pages hereto (each, a “Seller,” and, collectively, the “Sellers”). Buyer and the Sellers are referred to herein individually, as a “Party,” and collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledNovember 1st, 2022 Company Industry JurisdictionTHIS AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENT (this “Amendment”), is made and entered into as of November 1, 2022, by and among ProFrac Holding Corp., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC (“AST”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledNovember 30th, 2021 Company IndustryTHIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of January 28, 2021 (the “Amendment Effective Date”) between BEST PUMP AND FLOW, LP (f/k/a Best Flow Line Equipment, L.P.) a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • March 31st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledMarch 31st, 2022 Company Industry JurisdictionThis Note is that certain Closing Date Note referred to in (i) that certain Term Loan Credit Agreement dated as of March 4, 2022, by and among Payor, ProFrac Holdings II, LLC, a Texas limited liability company (“Holdings II”), as the borrower, the guarantors from time to time party thereto, Piper Sandler Finance LLC, as agent and as collateral agent (the “Term Loan Agent”), and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) and (ii) that certain Credit Agreement, dated as of March 4, 2022, by and among Payor, Holdings II, as the borrower, the guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (the “ABL Agent” and, together with the Term Loan Agent, each an “Agent” and collectively, the “Agents”), and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledMarch 31st, 2022 Company Industry JurisdictionThis SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 16, 2022 (“Effective Date”), is made and entered into by and among Flotek Industries, Inc., a Delaware corporation (the “Company”), and ProFrac Holdings, LLC, a Texas limited liability company (the “Purchaser”) (each a “Party”, and collectively, the “Parties”).
CONTRIBUTION AGREEMENTContribution Agreement • February 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
Contract Type FiledFebruary 28th, 2023 Company Industry JurisdictionThis CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 24, 2023, by and among (i) ProFrac Holding Corp., a Delaware limited liability company (“Holdings”), (ii) Alpine Silica, LLC, a Texas limited liability company (“Purchaser”), (iii) Tidewater Partners, LLC, a Louisiana limited liability company (“Contributor”), (iv) Performance Holdings I, LLC, a Louisiana limited liability company (“Performance Holdings I”) and (v) Performance Holdings II, LLC, a Louisiana limited liability company (together with Performance Holdings I, collectively, “Sellers” and each, a “Seller”, and as the appointed representative of Sellers under the Purchase Agreement (defined below), the “Seller Representative”).
SHARED SERVICES AGREEMENT by and between WILKS BROTHERS, LLC AND PROFRAC HOLDINGS, LLC Dated as ofShared Services Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
Contract Type FiledNovember 30th, 2021 Company Industry Jurisdiction
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledDecember 28th, 2023 Company Industry JurisdictionTHIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 27, 2023, relating to the Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Delaware limited liability company (the “Borrower”), PROFRAC HOLDINGS, LLC, a Delaware limited liability company, (“Holdings”), each of the other Released Obligors (as defined below), the Guarantors party hereto (such Guarantors, excluding for the avoidance of doubt, the Released Obligors, are hereinafter referred to as the “Continuing Guarantors” and, the Continuing Guarantors, together with the Borrower and Holdings, the “Obligors” and, the Obligors, together with the Released Obligors, the “ProFrac Parties”), each of the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Agent and the Collateral Agent for the Lenders.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledNovember 30th, 2021 Company Industry JurisdictionTHIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 14, 2021 (this “Agreement”), is made by and among ProFrac Services, LLC (the “Borrower”), ProFrac Holdings, LLC (“Holdings”), ProFrac Manufacturing, LLC (“Manufacturing”), each Lender under the Existing Credit Agreement (as defined below), and Barclays Bank PLC, as Agent (in such capacity, the “Agent”), the Letter of Credit Issuer and the Swingline Lender.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 12th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledMay 12th, 2023 Company Industry Jurisdictionas of February 23, 2023, relating to the Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the “Borrower”), PROFRAC HOLDINGS, LLC, a Texas limited liability company (“Holdings”), the Guarantors party hereto, each of the Lenders party hereto, the Swingline Lender, the Letter of Credit Issuers and JPMORGAN CHASE BANK, N.A., as the Agent and the Collateral Agent for the Lenders.
LOAN AGREEMENTLoan Agreement • March 31st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
Contract Type FiledMarch 31st, 2022 Company Industry JurisdictionThis Loan Agreement (this “Agreement”) is entered into as of December 22nd, 2021 (the “Effective Date”), by and among the following parties:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
Contract Type FiledNovember 30th, 2021 Company IndustryTHIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of October 16, 2019 (the “Amendment Effective Date”) between BEST FLOW LINE EQUIPMENT, L.P., a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionThis Master Reorganization Agreement (this “Agreement”), dated as of May 12, 2022 (the “Effective Date”), is entered into by and among ProFrac Holdings, LLC, a Texas limited liability company (“ProFrac LLC”), ProFrac Holding Corp., a Delaware corporation (“ProFrac Corp.”), Farris C. Wilks, an individual, Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (together with Farris C. Wilks and certain entities under his control, “FW”), THRC Holdings, LP, a Texas limited partnership (“THRC”), Matthew D. Wilks, an individual (“MW”), KWELL Holdings, LP, a Texas limited partnership (“KWELL”), James Coy Randle, Jr., an individual (“JCR”), FTS International Inc., a Delaware corporation (“FTSI”) and Ronald W. Jordan, an individual (“RJ”). ProFrac LLC, ProFrac Corp., FW, THRC, MW, KWELL, JCR, FTSI and RJ are each individually referred to herein as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
Contract Type FiledNovember 30th, 2021 Company Industry JurisdictionThe Applicable Margin shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such Adjustment Date based upon the Total Net Leverage Ratio as the Agent shall determine in good faith within ten (10) Business Days after such Adjustment Date (with any such change, for the avoidance of doubt, being given retroactive effect to the Adjustment Date) and the Agent shall notify the Borrower promptly after such determination. Any increase or decrease in the Applicable Margin resulting from a change in the Total Net Leverage Ratio shall become effective on the Adjustment Date.
FORM OF MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • April 26th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
Contract Type FiledApril 26th, 2022 Company Industry JurisdictionThis Master Reorganization Agreement (this “Agreement”), dated as of [•], 2022 (the “Effective Date”), is entered into by and among ProFrac Holdings, LLC, a Texas limited liability company (“ProFrac LLC”), ProFrac Holding Corp., a Delaware corporation (“ProFrac Corp.”), Farris C. Wilks, an individual (“FW”), THRC Holdings, LP, a Texas limited partnership (“THRC”), Matt Wilks, an individual (“MW”), Ladd Wilks, an individual (“LW”), James Coy Randle, an individual (“JCR”) and FTS International Inc., a Delaware corporation (“FTSI”). ProFrac LLC, ProFrac Corp., FW, THRC, MW, LW, JCR and FTSI are each individually referred to herein as a “Party” and collectively as the “Parties.”