Section 1.01 Entering into a Material Definitive Agreement.
• has a principal amount of
$12,500,000, • has a maturity date of August 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 on September 1, 2022and 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 the Wall Street Journalfrom time to time plus (B) 9.25%, and (ii) the maximum amount of interest allowed by applicable law.
The obligations of the USWS under the ticket are secured by a first lien in favor of Equify on the Equipment, as set forth in the agreement of security by the USWS in favor of Equify dated
The above summaries of the material terms of the Note and Warranty Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Note, Warranty Agreement and Warranty. , which are filed as Attachment 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 shareholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell securities or a solicitation of any vote or approval. This communication concerns a proposed transaction between the Company and ProFrac. In connection with this proposed transaction, ProFrac will prepare and file with the
Shareholders of the Company may obtain free copies of the registration statement, proxy statement/prospectus and other relevant documents filed by the Company and ProFrac with the
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the recording. or qualification under titles. laws of such jurisdiction. No offer of securities may be made except by means of a prospectus satisfying the requirements of Article 10 of the Securities Law.
Participants in the solicitation
The Company and ProFrac and their respective officers and directors may be deemed, under
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Record
Information included or incorporated by reference in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 2.03 of this current report on Form 8-K.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 10.1 Promissory Note, dated as of
July 18, 2022, by U.S. Well Services, LLCin favor of Equify Financial, LLC. 10.2 Security Agreement, dated as of July 18, 2022, by U.S. Well Services, LLCin favor of Equify Financial, LLC. 10.3 Continuing Guaranty, dated as of July 18, 2022, by U.S. Well Services, Inc.in favor of Equify Financial, LLC. 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
© Edgar Online, source