Item 1.01 Entry into a Material Definitive Agreement.
On
• has a principal amount of$12,500,000 , • has a maturity date ofAugust 1, 2027 , • is payable by USWS to Equify in equal monthly installments of principal in the amount of$208,334.00 , together with all accrued and unpaid interest on the outstanding principal balance of the Note, commencing onSeptember 1, 2022 and continuing thereafter until the maturity date, and • bears interest at a rate per annum equal to the lesser of (i) the sum of (A) "prime rate" as published in theWall Street Journal from time to time plus (B) 9.25%, and (ii) the maximum amount of interest allowed by applicable law.
The obligations of USWS under the Note are secured by a first priority lien in
favor of Equify in the Equipment, as set forth in the Security Agreement by USWS
in favor of Equify dated
The foregoing summaries of the material terms of the Note and the Security Agreement are not complete and are subject to, and qualified in their entirety by, reference to the complete text of the Note, the Security Agreement and the Guaranty, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed transaction between
the Company and ProFrac. In connection with this proposed transaction, ProFrac
will prepare and file with the
Stockholders of the Company may obtain free copies of the registration
statement, the proxy statement/prospectus and other relevant documents filed by
the Company and ProFrac with the
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in Solicitation
The Company and ProFrac and their respective executive officers and directors
may be deemed, under
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration
The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Promissory Note, dated as ofJuly 18, 2022 , byU.S. Well Services, LLC in favor ofEquify Financial, LLC . 10.2 Security Agreement, dated as ofJuly 18, 2022 , byU.S. Well Services, LLC in favor ofEquify Financial, LLC . 10.3 Continuing Guaranty, dated as ofJuly 18, 2022 , byU.S. Well Services, Inc. in favor ofEquify Financial, LLC . 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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