AGREEMENT AND PLAN OF MERGER BY AND AMONG HIGHRIDGE RESOURCES, INC., CACTUS, INC. ATLAS MERGER SUB, LLC AND FLEXSTEEL LTIP LP, in its capacity as Seller Representative and for purposes of Section 8.12(b) DATED AS OF DECEMBER 30, 2022Merger Agreement • January 3rd, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2022, is made by and among HighRidge Resources, Inc., a Delaware corporation (the “Company”), Cactus, Inc., a Delaware corporation (“Parent”), Atlas Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), FlexSteel LTIP LP, a Delaware limited partnership, in its capacity as the Seller Representative (in such capacity, the “Seller Representative”) and for purposes of Section 8.12(b). The Company, Parent, Merger Sub and the Seller Representative shall be referred to herein from time to time each as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CACTUS WELLHEAD, LLC DATED AS OF December 29, 2022Limited Liability Company Operating Agreement • January 3rd, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”), dated as of December 29, 2022 (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.
