| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | USWS | 16.0% Convertible Senior Secured PIK | Jun 24, 2021 | Class A Common Stock | 25.5M | Direct | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | THRC Holdings LP ("Holdings"), a Texas limited partnership, directly holds the securities of the Issuer. THRC Management, LLC ("Management") a Texas limited liability company, as General Partner of Holdings, has exclusive voting and investment power over the shares of Issuer's Common Stock held by Holdings, and therefore may be deemed to beneficially own such shares. Dan H. Wilks, as sole Manager of Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the shares of Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") directly owned by Holdings and therefore may be deemed to beneficially own such shares. |
| F2 | (Continued from footnote 1) Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form. |
| F3 | Reflects the acquisition by Holdings from the Issuer of 16.0% Convertible Secured PIK Notes of the Issuer (the "Notes"), pursuant to the terms of a Notes Purchase Agreement, dated as of June 24, 2021 (together with all exhibits thereto, the "Notes Purchase Agreement"). The aggregate principal amount of the Notes acquired for cash by THRC Holdings was $25,000,000. |
| F4 | Subject to earlier conversion or redemption in accordance with their terms, the Notes will become due and payable on June 5, 2026 (the "Maturity Date") in a number of shares of Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes (together with the accrued but unpaid interest on the Notes) as of the Maturity Date, by (b) the volume weighted average price of Class A Common Stock for the 20 trading day period immediately preceding the Maturity Date (or in such other manner as determined pursuant to the terms of the Note Purchase Agreement). |
| F5 | All or any portion of the Notes may be converted at the election of Holdings at any time into a number of shares of Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $0.98, which such conversion price is subject to certain anti-dilution adjustments in accordance with its terms. |
| F6 | This number represents the number of shares of Class A Common Stock issuable upon conversion of the Notes if Holdings elects to convert the Notes based on the principal amount of the Notes (as described in footnote (3) above) and the conversion price applicable to the Notes (as described in footnote (4) above). |