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
IN 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.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 24th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This 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).
VOTING AGREEMENTVoting Agreement • June 24th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This Voting Agreement (this “Agreement”), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (“Parent”) and each of the stockholders of U.S. Well Services, Inc., a Delaware corporation (the “Company”), listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
