CONTRIBUTION AGREEMENTContribution Agreement • February 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This 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”).
ASSIGNMENT AND AMENDMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec
This Assignment and Amendment of Membership Interest Purchase Agreement, dated as of February 24, 2023 (this “Assignment and Amendment”), is by and among (i) ProFrac Holdings II, LLC, a Texas limited liability company (“Purchaser”), (ii) Performance Holdings I, LLC, a Louisiana limited liability company (“Performance Holdings I”), (iii) Performance Holdings II, LLC, a Louisiana limited liability company (in its capacity as a Seller, “Performance Holdings II”, and together with Performance Holdings I, collectively, “Sellers” and each, a “Seller”, and as the appointed representative of Sellers, the “Seller Representative”) and (iv) Alpine Silica, LLC, a Texas limited liability company (“Assignee”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Purchase Agreement (defined below).
