| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FTK | 10% Convertible PIK Notes | Feb 2, 2022 | Common Stock | 18.4M | $1.09 | Direct | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | ProFrac Holdings, LLC ("ProFrac Holdings"), a Texas limited liability company, directly holds the securities of the Issuer. Each of Farris Wilks and THRC Holdings, LP ("THRC Holdings"), a Texas limited partnership, owns 50% of the membership interests in ProFrac Holdings. In addition, Farris Wilks and Dan Wilks are the sole managers of ProFrac Holdings. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the securities of the Issuer held by THRC Holdings, and therefore may be deemed to beneficially own such securities. Dan Wilks, as sole manager of THRC Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the securities of the Issuer beneficially owned by THRC Holdings, and therefore may be deemed to share beneficial ownership of such securities. |
| 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 3. |
| F3 | Reflects the acquisition by ProFrac Holdings from the issuer of 10% Convertible PIK Notes of the Issuer (the "Notes"), pursuant to the terms of a Note Purchase Agreement, dated as of February 2, 2022, and a Master Transaction Agreement, dated as of February 2, 2022 (together, the "Agreements"). The aggregate principal amount of the Notes acquired pursuant to the Agreements by ProFrac Holdings was $20,000,000. |
| F4 | Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on February 2, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with its terms. |
| F5 | Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price. |
| F6 | This number represents the number of shares of Common Stock issuable upon conversion of the Notes if ProFrac Holdings elects to convert the Notes based on the aggregate principal amount of the Notes (as described in footnote 3 above), not including the conversion of any accrued but unpaid interest on any Notes, and the Conversion Price applicable to the Notes (as described in footnote 5 above). |