FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2017 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of [·], 2017, by and between Cactus, Inc., a Delaware corporation (the “Corporation”), and [·], an individual resident of the State of [·] (“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 • June 16th, 2017 • 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 , 2017Tax Receivable Agreement • June 16th, 2017 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2017 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.
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CACTUS WELLHEAD, LLC DATED AS OF , 2017Limited Liability Company Operating Agreement • June 16th, 2017 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”), dated as of , 2017 and effective as of the date of the initial closing of the IPO (as defined below) (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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT - between - Joel Bender - and - Cactus Wellhead, LLC Re: Terms and Conditions of Employment of Joel BenderEmployment Agreement • June 16th, 2017 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of , 2017 (the “Commencement Date”) by Cactus Wellhead, LLC (the “Employer”), and Joel Bender, an individual resident in Houston, Texas (the “Executive”).
Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • June 16th, 2017 • 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 each of you as representatives 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.
CACTUS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 16th, 2017 • 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.
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 16th, 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 (“Holdco” and, together with Cadent, the “Principal Stockholders”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 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 (“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.”
