| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FTK | Warrants (right to buy) | Purchase | $256T | +13.1M | $19,500,000.00* | 13.1M | Jun 21, 2022 | Common Stock | 13.1M | By ProFrac Holdings II, LLC | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4. |
| F2 | On June 21, 2022 (the "Closing Date"), pursuant to a Securities Purchase Agreement between the Issuer and ProFrac Holdings II, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 13,104,839 shares of the Issuer's Common Stock (the "Warrant Shares"). |
| F3 | The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was pre-funded to the Issuer by ProFrac Holdings II and, consequently, except to the extent required to satisfy the condition described in clause (ii) below, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the Warrants or the Warrant Shares unless and until (i) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and (ii) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided, however, that ProFrac Holdings II may exercise the Warrants immediately prior to the sale of the Warrant Shares subject to such exercise to a non-affiliate of ProFrac Holdings II. |
| F4 | Subject to the conditions described in footnote 3 above, all or any part of the Warrants are exercisable by its registered holder at any time and from time to time on or after the Closing Date and until the Warrants are exercised in full. |