0001193125-25-009578 Sample Contracts
Flowco Holdings Inc. 17,800,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 21st, 2025 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • New York
Flowco Holdings Inc., 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 17,800,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,670,000 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”.
STOCKHOLDERS AGREEMENT OF FLOWCO HOLDINGS INC.Stockholders Agreement • January 21st, 2025 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of January 17, 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.
TAX RECEIVABLE AGREEMENT between FLOWCO HOLDINGS INC. and THE PERSONS NAMED HEREIN Dated as of January 17, 2025Tax Receivable Agreement • January 21st, 2025 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of January 17, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2025 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 17, 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”).
MASTER REORGANIZATION AGREEMENT by and among Flowco Holdings Inc. Flowco MergeCo LLC and the other parties hereto Dated as of January 15, 2025Master Reorganization Agreement • January 21st, 2025 • Flowco Holdings Inc. • Oil & gas field machinery & equipment • Delaware
MASTER REORGANIZATION AGREEMENT (this “Agreement”), dated as of January 15, 2025, by and among Flowco Holdings Inc., a Delaware corporation (“Pubco”), Flowco MergeCo LLC, a Delaware limited liability company (the “Company”), GEC Estis Holdings, LLC, a Delaware limited liability company (“Estis Holdings”), Flowco Production Solutions, L.L.C., a Texas limited liability company (“FPS Holdings”), Flogistix Holdings, LLC, a Delaware limited liability company (“Flogistix Holdings”), WD Thunder CV Parallel Intermediate LLC, a Delaware limited liability company (“Flogistix Parallel Intermediate”), each Blocker Merger Sub, each Blocker Entity and each Blocker Entity Shareholder (each signatory to this Agreement, a “Party” and collectively the “Parties”).
FLOWCO MERGECO LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 17, 2025Limited Liability Company Agreement • January 21st, 2025 • 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 January 17, 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.