POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Matthew D. Wilks,
Executive Chairman and Director of ProFrac Holding Corp. (the "Company"), and
Lance Turner, Chief Financial Officer of the Company, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any
other documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required by Section 13 and 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or any rule or regulation of
the SEC;
(2) execute for and on behalf of the undersigned Schedules 13D and
13G in accordance with Sections 13(d) and 13(g) of the Exchange Act and
the rules thereunder, including amendments thereto, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Exchange Act and the rules
thereunder, and Form 144 in accordance with Rule 144 of the Securities
Act of 1933, as amended (the "Securities Act"), in each case only to
the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of the Company or any of its
subsidiaries;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Schedules 13D or 13G, Forms 3, 4, and 5 and Form 144, complete
and execute any amendment or amendments thereto, and timely file such
schedule or form with the SEC and any stock exchange or quotation
system, self-regulatory association or any other authority, and provide
a copy as required by law or advisable to such persons as the attorney-
in-fact deems appropriate; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, including without limitation the execution and filing of a
Form 4 with respect to a transaction which may be reported on a Form 5,
it being understood that the documents executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in the discretion of such attorney-
in-fact.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's designated substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13 and 16 of the Exchange Act and the rules thereunder or
Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless the Company and the attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the
lack of timeliness in the delivery of information by or at the direction of the
undersigned, to the attorney-in-fact for purposes of executing, acknowledging,
delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule 13D or
Schedule 13G (including any amendments, corrections, supplements or other
changes thereto) with respect to the undersigned's holdings of and transactions
in securities issued by the Company, and agrees to reimburse the Company and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each foregoing
attorney-in-fact. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date written below.
By: /s/ Robert J. Willette
----------------------
Name: Robert J. Willette
Title: Chief Legal Officer, Secretary
Date: May 11, 2022
Robert J Willette
Filed: 12 May 22, 9:56pm