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
ProFrac 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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 12, 2022 by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This 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”).
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
This 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.
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
This 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
This 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.”
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This 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.”
Shared Services AgreementShared Services Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This Shared Services Agreement (this “Agreement”), dated as of May 3, 2022 (the “Effective Date”), is by and between Wilks Brothers, LLC, a Texas limited liability company (“Wilks”) and ProFrac Holdings II, LLC, a Texas limited liability company (“ProFrac”). Wilks and ProFrac may be referred to in this Agreement separately as a “Party” or collectively as the “Parties.”
