AGREEMENT AND PLAN OF MERGER among PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022Agreement and Plan of Merger • June 27th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 21, 2022, among U.S. Well Services, Inc., a Delaware corporation (the “Company”), ProFrac Holding Corp., a Delaware corporation (“Parent”), and Thunderclap Merger Sub I, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub Inc.”). Parent, Merger Sub Inc. and the Company are referred to individually as a “Party” and collectively as “Parties”.
AMENDMENT TO PERFORMANCE AWARDSPerformance Awards • June 27th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDMENT TO PERFORMANCE AWARDS dated as of June 21, 2022 (this “Amendment”) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (“Company”), and the undersigned recipient (the “Participant”) of one or more Performance Awards (Pool A) (each, a “Pool A Performance Award”) and/or one or more Performance Awards (Pool B) (each, a “Pool B Performance Award”), each granted under the U.S. Well Services, Inc. Amended and Restated 2018 Stock Incentive Plan (as amended, the “Plan”).
Houston, Texas 77056 Attention: Kyle O’Neill Re: Recovery on Certain Paid-in- Kind Interest Ladies and Gentlemen:U.S. Well Services, Inc. • June 27th, 2022 • Oil & gas field services, nec
Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, collectively, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (“Holdings”, together with the Parent, the Borrower, and the Subsidiary Guarantors, collectively, the “Loan Parties”), CLMG Corp., as Administrative Agent, CLMG Corp., as Term Loan Collateral Agent, and the Lenders party thereto from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agr
FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTEU.S. Well Services, Inc. • June 27th, 2022 • Oil & gas field services, nec • Delaware
This FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE dated as of June 21, 2022 (this “Amendment”) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (“Maker”), and _______________ (the “Payee”).
