AMENDED AND RESTATED WARRANT AGREEMENT between PROFRAC HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of November 1, 2022, is by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
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”.
AGREEMENT AND PLAN OF MERGER dated as of October 21, 2021 among FTS INTERNATIONAL, INC. PROFRAC HOLDINGS, LLC and PROFRAC ACQUISITIONS, INC.Agreement and Plan of Merger • November 22nd, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 21, 2021, by and among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
FORM OF AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.ProFrac Holding Corp. • August 30th, 2022 • Oil & gas field services, nec
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (“USWS”), and Th
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 13, 2023 by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
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, 2022Agreement and Plan of Merger • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of , 2021, 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”).
AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.ProFrac Holding Corp. • November 1st, 2022 • Oil & gas field services, nec
THIS AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PROFRAC HOLDING CORP.ProFrac Holding Corp. • November 1st, 2022 • Oil & gas field services, nec
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROFRAC HOLDING CORP., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), as amended pursuant to the terms of that certain Agreement and Plan of Merger (“Merger Agreement”) entered by and among the Company, U.S. Well Services, Inc., a Delaware corporation (“USWS”), and Th
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 6th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
CREDIT AGREEMENT, dated as of March 4, 2022, among PROFRAC HOLDINGS, LLC, a Texas limited liability company (“Holdings,” as hereinafter further defined), PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the “Borrower”), the other Guarantors (as hereinafter defined) party hereto, the Lenders (as hereinafter defined) and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto and JPMORGAN CHASE BANK, N.A., as the Agent, the Collateral Agent and the Swingline Lender.
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.
FIFTH AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 12th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
AMENDED AND RESTATED WARRANT AGREEMENT between PROFRAC HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of November 1, 2022, is by and between ProFrac Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec
This Employment Agreement (this “Agreement”), dated as of June 7, 2022 (the “Effective Date”), is entered into by and between ProFrac Holding Corp., a Delaware corporation (the “Company”) and Robert Willette (the “Executive”). The Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
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.”
CHEMICAL PRODUCTS SUPPLY AGREEMENTChemical Products Supply Agreement • May 23rd, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This Chemical Products Supply Agreement (the “Agreement”) is made and entered this 2nd day of February 2022 (“Effective Date”), by and between Flotek Chemistry, LLC, an Oklahoma limited liability company (“Supplier”), and PROFRAC SERVICES, LLC, a Texas limited liability company (“Purchaser”). Supplier and Purchaser are individually referred to as a “Party” and collectively as the “Parties.”
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).
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 1st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENT (this “Amendment”), is made and entered into as of November 1, 2022, by and among ProFrac Holding Corp., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC (“AST”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant Agreement (as defined below).
PROFRAC HOLDINGS II, LLC, as Issuer, and EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO INDENTURE Dated as of December 27, 2023 and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Calculation Agent and Collateral Agent Senior Secured...Indenture • December 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS INDENTURE dated as of December 27, 2023 is among ProFrac Holdings II, LLC, a Texas limited liability company (the “Company”), the Notes Guarantors from time to time party hereto, U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), calculation agent (in such capacity, the “Calculation Agent”), and collateral agent (in such capacity, the “Collateral Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of January 28, 2021 (the “Amendment Effective Date”) between BEST PUMP AND FLOW, LP (f/k/a Best Flow Line Equipment, L.P.) a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
SUBORDINATED PROMISSORY NOTEProFrac Holding Corp. • March 31st, 2022 • Oil & gas field services, nec • New York
This Note is that certain Closing Date Note referred to in (i) that certain Term Loan Credit Agreement dated as of March 4, 2022, by and among Payor, ProFrac Holdings II, LLC, a Texas limited liability company (“Holdings II”), as the borrower, the guarantors from time to time party thereto, Piper Sandler Finance LLC, as agent and as collateral agent (the “Term Loan Agent”), and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) and (ii) that certain Credit Agreement, dated as of March 4, 2022, by and among Payor, Holdings II, as the borrower, the guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (the “ABL Agent” and, together with the Term Loan Agent, each an “Agent” and collectively, the “Agents”), and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time,
SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • March 31st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 16, 2022 (“Effective Date”), is made and entered into by and among Flotek Industries, Inc., a Delaware corporation (the “Company”), and ProFrac Holdings, LLC, a Texas limited liability company (the “Purchaser”) (each a “Party”, and collectively, the “Parties”).
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”).
SHARED SERVICES AGREEMENT by and between WILKS BROTHERS, LLC AND PROFRAC HOLDINGS, LLC Dated as ofShared Services Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 27, 2023, relating to the Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Delaware limited liability company (the “Borrower”), PROFRAC HOLDINGS, LLC, a Delaware limited liability company, (“Holdings”), each of the other Released Obligors (as defined below), the Guarantors party hereto (such Guarantors, excluding for the avoidance of doubt, the Released Obligors, are hereinafter referred to as the “Continuing Guarantors” and, the Continuing Guarantors, together with the Borrower and Holdings, the “Obligors” and, the Obligors, together with the Released Obligors, the “ProFrac Parties”), each of the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Agent and the Collateral Agent for the Lenders.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 14, 2021 (this “Agreement”), is made by and among ProFrac Services, LLC (the “Borrower”), ProFrac Holdings, LLC (“Holdings”), ProFrac Manufacturing, LLC (“Manufacturing”), each Lender under the Existing Credit Agreement (as defined below), and Barclays Bank PLC, as Agent (in such capacity, the “Agent”), the Letter of Credit Issuer and the Swingline Lender.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 12th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
as of February 23, 2023, relating to the Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the “Borrower”), PROFRAC HOLDINGS, LLC, a Texas limited liability company (“Holdings”), the Guarantors party hereto, each of the Lenders party hereto, the Swingline Lender, the Letter of Credit Issuers and JPMORGAN CHASE BANK, N.A., as the Agent and the Collateral Agent for the Lenders.
LOAN AGREEMENTLoan Agreement • March 31st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This Loan Agreement (this “Agreement”) is entered into as of December 22nd, 2021 (the “Effective Date”), by and among the following parties:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of October 16, 2019 (the “Amendment Effective Date”) between BEST FLOW LINE EQUIPMENT, L.P., a Texas limited partnership, as borrower (“Borrower”) and EQUIFY FINANCIAL, LLC, a Texas limited liability company, as lender (“Lender”).
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.”
SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 30th, 2021 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
The Applicable Margin shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such Adjustment Date based upon the Total Net Leverage Ratio as the Agent shall determine in good faith within ten (10) Business Days after such Adjustment Date (with any such change, for the avoidance of doubt, being given retroactive effect to the Adjustment Date) and the Agent shall notify the Borrower promptly after such determination. Any increase or decrease in the Applicable Margin resulting from a change in the Total Net Leverage Ratio shall become effective on the Adjustment Date.
FORM OF MASTER REORGANIZATION AGREEMENTForm of Master Reorganization Agreement • April 26th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of [•], 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 (“FW”), THRC Holdings, LP, a Texas limited partnership (“THRC”), Matt Wilks, an individual (“MW”), Ladd Wilks, an individual (“LW”), James Coy Randle, an individual (“JCR”) and FTS International Inc., a Delaware corporation (“FTSI”). ProFrac LLC, ProFrac Corp., FW, THRC, MW, LW, JCR and FTSI are each individually referred to herein as a “Party” and collectively as the “Parties.”
GUARANTEE AGREEMENT Dated as of December 22, 2023 made by PF PROPPANT HOLDING, LLC, as Borrower, and THE GUARANTORS REFERRED TO HEREIN as Guarantors in favor of CLMG CORP. as Agent, on behalf of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT...Guarantee Agreement • December 28th, 2023 • ProFrac Holding Corp. • Oil & gas field services, nec • New York
GUARANTEE AGREEMENT dated as of December 27, 2023 (this “Guaranty”) made by the Persons listed on the signature pages hereof (collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of CLMG Corp., as administrative agent (the “Agent”) on behalf of the Secured Parties. The capitalized terms defined in the Credit Agreement (as defined below) and not otherwise defined herein are used herein as therein defined (whether directly or by reference to another agreement or document), and the rules of interpretation set forth in Section 1.02 and 1.03 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among PROFRAC HOLDINGS II, LLC, a Texas limited liability company, PERFORMANCE HOLDINGS I, LLC, a Louisiana limited liability company, and PERFORMANCE HOLDINGS, II, LLC, a Louisiana limited liability...Membership Interest Purchase Agreement • December 30th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Texas
This Membership Interest Purchase Agreement, dated as of December 23, 2022 (this “Agreement”), 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”), and (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”). Certain terms used in this Agreement are defined in Section 1.01. Purchaser, Sellers and the Seller Representative shall each be referred to herein as a “Party” and collectively, as the “Parties.”
