0001047469-18-000178 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware

This Indemnification Agreement (“Agreement”) is made effective as of [·], 2018, by and between Cactus, Inc., a Delaware corporation (the “Corporation”), and [·], an individual resident of the State of [·] (“Indemnitee”).

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CREDIT AGREEMENT dated as of July 31, 2014, among CACTUS WELLHEAD, LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent
Credit Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • New York

CREDIT AGREEMENT dated as of July 31, 2014 (this “Agreement”), among CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”)), the Lenders (such term and each other capitalized term used but not defined in these introductory statements having the meaning given it in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT - between - Scott Bender - and - Cactus Wellhead, LLC Re: Terms and Conditions of Employment of Scott Bender
Employment Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Texas

This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of , 2018 (the “Commencement Date”) by Cactus Wellhead, LLC (the “Employer”), and Scott Bender, an individual resident in Houston, Texas (the “Executive”).

Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • New York

This letter is being delivered to you in connection with the underwriting agreement dated the date hereof (the “Underwriting Agreement”), among Cactus, Inc., a Delaware corporation (the “Company”), Cactus Wellhead, LLC, a Delaware limited liability company, and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Class A Common Stock, $0.01 par value (the “Class A Common Stock”), of the Company (the “Offering”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

CACTUS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Cactus, Inc., a Delaware corporation (the “Company”), and you.

FORM OF STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of , 2018, is entered into by and among Cactus, Inc., a Delaware corporation (the “Company”), Cadent Energy Partners II, L.P., a Delaware limited partnership (“Cadent”), Cactus WH Enterprises, LLC, a Delaware limited liability company (“Holdco” and, together with Cadent, the “Principal Stockholders”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • New York

This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of , 2018, and is between Cactus, Inc., a Delaware corporation (“PubCo”), Cadent (as defined below), HoldCo (as defined below) and Lee Boquet. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”

CACTUS, INC. LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • January 12th, 2018 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the Grant Date by and between Cactus, Inc., a Delaware corporation (the “Company”), and you.

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