TAX RECEIVABLE AGREEMENT between FLOWCO HOLDINGS INC. and THE PERSONS NAMED HEREIN Dated as of [•], 2025Tax Receivable Agreement • December 20th, 2024 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [•], 2025, and is among Flowco Holdings Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the TRA Party Representatives (as defined herein) and each of the other undersigned parties, and each of the other Persons from time to time that become a party hereto (each, excluding PubCo and the TRA Party Representatives, a “TRA Party” and together the “TRA Parties”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2024 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of __________,202__, by and among Flowco Holdings Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 20th, 2024 • Flowco Holdings Inc. • Oil & gas field machinery & equipment
This Executive Employment Agreement (the “Agreement”) is made and entered into by and between Joel Lambert (“Employee”) and Flowco MasterCo, LLC (the “Company,” and together with the Parent (as defined herein) and the Company’s direct and indirect subsidiaries, the “Company Group”), effective as of December 9, 2024 (the “Effective Date”). Employee and the Company may sometimes be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2024 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2025 by and among Flowco Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Initial Holders”).
FLOWCO MERGECO LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2025Limited Liability Company Agreement • December 20th, 2024 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of Flowco MergeCo LLC, a Delaware limited liability company (the “Company”), dated as of [•], 2025 (the “Effective Date”), is entered into by and among the Company, Flowco Holdings Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein). Unless the context otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I.
STOCKHOLDERS AGREEMENT OF FLOWCO HOLDINGS INC.Stockholders Agreement • December 20th, 2024 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [•], 2025 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Flowco Holdings Inc., a Delaware corporation (the “Corporation”), GEC Advisors LLC, a Delaware limited liability company (“GEC” and the Persons (as defined below) listed on Schedule A hereto, together with GEC, the “GEC Parties”), and White Deer Management LLC, a Delaware limited liability company, (“White Deer” and the Persons (as defined below) listed on Schedule B hereto, together with White Deer, the “White Deer Parties” and, together with the GEC Parties, the “Original Members”). Certain terms used in this Agreement are defined in Section 9.
