Form 3 - Initial statement of beneficial ownership of securities
February 16 2024 - 5:00PM
Edgar (US Regulatory)
Exhibit 24
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned's
hereby makes, constitutes and appoints Valery Treida and Lance Turner, in their individual capacities, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned,
and as a result of my position with, or my ownership of or transactions in securities of, ProFrac Holding Corp, a Delaware corporation
(the "Company") to:
(1) prepare,
execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of the Company,
with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary
or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder,
as amended from time to time (the "Exchange Act");
(2) seek
or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any
such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform
any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this
Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact
without independent verification of such information;
(2) any
documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither
the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement
of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation
or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this
Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange
Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate
to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby
ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force
and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 9 day of February, 2024.
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/s/
Steven Scrogham |
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Signature |
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Steven Scrogham |
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Print Name |
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