THRC Holdings, LP - 01 Nov 2022 Form 4 Insider Report for U.S. WELL SERVICES HOLDINGS, LLC

Footnote F1

Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by THRC Holdings, LP ("THRC Holdings") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($8,242,540) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement").

Footnote F2

Reflects the conversion of those outstanding convertible promissory notes held by THRC Holdings into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 ($62,794,480.19), and (ii) $7.32 pursuant to the Merger Agreement.

Footnote F3

Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by THRC Holdings into 0.3366 shares of Class A Common Stock of ProFrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.

Footnote F4

Reflects the conversion of warrants of the Issuer held by THRC Holdings pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022, was $22.08 per share.

Footnote F5

Reflects the disposition of warrants of the Issuer held by THRC Holdings to ProFrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022, was $22.08 per share.

Footnote F6

THRC Holdings directly holds the securities of the Issuer. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of Class A common stock held by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of their 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 equity securities covered by this Form 4.