Common use of Offering; Use of Offering Proceeds and Post-Closing Steps Clause in Contracts

Offering; Use of Offering Proceeds and Post-Closing Steps. At the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) ProFrac Corp. shall issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement and, in exchange therefor, the investors in the Offering, through the Underwriters, shall contribute the net proceeds of the Offering to ProFrac Corp. (b) ProFrac Corp. shall contribute (i) $72,900,000 of the net proceeds received by it in the Offering to ProFrac Sub, and shall cause ProFrac Sub to further contribute such amount of net proceeds to ProFrac LLC subject to immediate return as provided in Section 1.7(c) and (ii) the remainder of the net proceeds received by it in the Offering to ProFrac LLC. In exchange for the contribution by ProFrac Corp. to ProFrac LLC described in clause (ii), ProFrac LLC shall issue to ProFrac Corp. 11,950,000 ProFrac LLC Units. If the Underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), ProFrac Corp. shall also contribute to ProFrac Holdings the amount of the net proceeds received pursuant to such exercise of the Underwriters’ Option in exchange for ProFrac LLC Units in the manner described in this Section 1.7(b). (c) ProFrac LLC shall (i) distribute $72,900,000 to ProFrac Sub, and (ii) contribute the remaining net proceeds it received from ProFrac Corp. to ProFrac Holdings II, LLC, a Texas limited liability company. (d) ProFrac Corp. shall cause ProFrac Sub to purchase from THRC 4,050,000 ProFrac LLC Units pursuant to the Unit Transfer Agreement substantially in the form attached hereto as Exhibit E.

Offering; Use of Offering Proceeds and Post-Closing Steps. At the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) ProFrac Corp. shall issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement and, in exchange therefor, the investors in the Offering, through the Underwriters, shall contribute the net proceeds of the Offering to ProFrac Corp. (b) ProFrac Corp. shall contribute (i) $72,900,000 [72.9] million of the net proceeds received by it in the Offering to ProFrac Sub, and shall cause ProFrac Sub to further contribute such amount of net proceeds to ProFrac LLC subject to immediate return as provided in Section 1.7(c) and (ii) the remainder of the net proceeds received by it in the Offering to ProFrac LLC. In exchange for the contribution by ProFrac Corp. to ProFrac LLC described in clause (ii), ProFrac LLC shall issue to ProFrac Corp. 11,950,000 [•] ProFrac LLC Units. If the Underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), ProFrac Corp. shall also contribute to ProFrac Holdings the amount of the net proceeds received pursuant to such exercise of the Underwriters’ Option in exchange for ProFrac LLC Units in the manner described in this Section 1.7(b). (c) ProFrac LLC shall (i) distribute $72,900,000 [72.9] million to ProFrac Sub, and (ii) contribute the remaining net proceeds it received from ProFrac Corp. to ProFrac Holdings II, LLC, a Texas limited liability company. (d) ProFrac Corp. shall cause ProFrac Sub to purchase from THRC 4,050,000 [•] ProFrac LLC Units. The identity of all members of ProFrac LLC and the number of ProFrac LLC Units pursuant to held by each such member, in each case, immediately after the Unit Transfer Agreement substantially transactions set forth in the form attached hereto as this Section 1.7(d) are reflected on Exhibit E.C.

Offering; Use of Offering Proceeds and Post-Closing Steps. At the Initial Offering Closing and immediately thereafter thereafter, the following steps will occur in the following order: (a) ProFrac Corp. LandBridge shall issue shares of its Class A Common Stock shares to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement and, in exchange therefor, the investors in the Offering, through the Underwriters, shall contribute the net proceeds of the Offering to ProFrac Corp.LandBridge. (b) ProFrac Corp. LandBridge shall contribute (i) $72,900,000 all of the net proceeds received by it in the Offering to ProFrac SubDBR Holdings in exchange for (i) the issuance by DBR Holdings to LandBridge of a number of DBR Holdings Units equal to the number of Class A shares issued and sold by ▇▇▇▇▇▇▇▇▇▇ to the Underwriters in connection with the Initial Offering Closing and (ii) the admission of LandBridge as the sole managing member of DBR Holdings. (c) As a result of the contribution contemplated by Section 1.5(b) and pursuant to Rev. Rul. 99-5, LB Holdings is deemed to contribute all of the assets and shall cause ProFrac Sub operations of DBR Holdings and its subsidiaries to further contribute such amount of net proceeds to ProFrac LLC subject to immediate return DBR Holdings in exchange for (i) [•] OpCo Units (as provided described in Section 1.7(c1.4) and (ii) the remainder of right to receive a distribution from the net proceeds received of the Initial Offering that is, to the maximum extent possible, intended to reimburse DBR Holdings for preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d). (d) Immediately following the completion of the transactions contemplated by it in Section 1.5(b), DBR Holdings shall (i) contribute $[•] to DBR LLC and (ii) distribute $[•] to LB Holdings. (e) Following the Offering to ProFrac LLC. In exchange for completion of the contribution contemplated by ProFrac Corp. to ProFrac LLC described in clause (iiSection 1.5(c)(i), ProFrac DBR LLC shall issue use the proceeds of such contribution proceeds to ProFrac Corp. 11,950,000 ProFrac LLC Units. repay borrowings outstanding under that certain Credit Agreement, dated as of July 3, 2023, by and among DBR LLC, as borrower, the guarantors from time to time party thereto, Texas Capital Bank, as administrative agent and letter of credit issuer, and the lenders from time to time party thereto, as amended from time to time. (f) If the Underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), ProFrac Corp. LandBridge shall also contribute to ProFrac DBR Holdings the amount of the net proceeds received by it pursuant to such exercise of the Underwriters’ Option in exchange for ProFrac LLC the issuance by DBR Holdings to LandBridge of a number of DBR Holdings Units equal to the number of Class A shares issued and sold by LandBridge to the Underwriters in connection with the manner described in this Section 1.7(b). (c) ProFrac LLC closing of such Underwriters’ Option. Immediately following such contribution, DBR Holdings shall (i) distribute $72,900,000 to ProFrac Sub, and (ii) contribute the remaining use such additional net proceeds it received to redeem from ProFrac Corp. LB Holdings a number of OpCo Units (along with a cancellation of a corresponding number of the PubCo Class B Shares) equal to ProFrac Holdings II, LLC, a Texas limited liability company. (d) ProFrac Corp. shall cause ProFrac Sub to purchase from THRC 4,050,000 ProFrac LLC Units the number of Class A shares issued pursuant to the Unit Transfer Agreement substantially in the form attached hereto as Exhibit E.Underwriter’s Option.