AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 23rd, 2022 • Crestview Partners III GP, L.P. • 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”.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 23rd, 2022 • Crestview Partners III GP, L.P. • 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).
Houston, Texas 77056 Attention: Kyle O’Neill Re: Recovery on Certain Paid-in- Kind InterestCrestview Partners III GP, L.P. • June 23rd, 2022 • Oil & gas field services, nec • New York
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 NOTECrestview Partners III GP, L.P. • June 23rd, 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”).
PREFERRED SHAREHOLDERS AGREEMENTPreferred Shareholders Agreement • June 23rd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
This PREFERRED SHAREHOLDERS AGREEMENT (this “Agreement”) is executed as of June 21, 2022, by and among U.S. Well Services, Inc., a Delaware corporation (the “Company”), ProFrac Holding Corp., a Delaware corporation (“Parent”), Thunderclap Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the holders of Shares (as defined below) set forth on the signature pages hereto (the “Shareholders”). Parent, the Company, Merger Sub and the Shareholders are referred to herein individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used in this Agreement but not defined shall have the meaning given to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • June 23rd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
This Voting Agreement (this “Agreement”), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (“Parent”) and each of the stockholders of U.S. Well Services, Inc., a Delaware corporation (the “Company”), listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
