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”).
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.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CACTUS WELLHEAD, LLC DATED AS OF JANUARY 29, 2018Limited Liability Company Operating Agreement • February 12th, 2018 • 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 January 29, 2018 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 • 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. 23,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • February 12th, 2018 • 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.
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.”
NON-COMPETITION CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION, AND NON- RECRUITMENTNon-Competition Agreement • 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”).
