Transaction Details

Footnotes

ProFrac GDM, LLC, a Texas limited liability company ("ProFrac GDM"), directly holds the securities of the Issuer. ProFrac GDM is a wholly owned, indirect subsidiary of ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"). ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holdings is a wholly owned, indirect subsidiary of ProFrac Holding Corp., a Delaware corporation ("PubCo"). As a result, each of ProFrac Holdings II, ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac GDM. 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. | On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, PubCo, the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,0000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK. | The Warrant can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the Warrant.