INDEMNITY AGREEMENTIndemnity Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2017, by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
March 9, 2017 MATLIN & PARTNERS ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. UNDERWRITING AGREEMENT MATLIN & PARTNERS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
The undersigned, Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.
WARRANT AGREEMENT between MATLIN & PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 9, 2017, is by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
MP Acquisition I Corp.MP Acquisition I Corp. • April 21st, 2016 • Blank checks • New York
We are pleased to accept the offer MP Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of MP Acquisition I Corp. a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November __, 2018, by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2017, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“CF & Co.”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, CF & Co. and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGER among PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022Agreement and Plan of Merger • June 27th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 21, 2022, among U.S. Well Services, Inc., a Delaware corporation (the “Company”), ProFrac Holding Corp., a Delaware corporation (“Parent”), and Thunderclap Merger Sub I, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub Inc.”). Parent, Merger Sub Inc. and the Company are referred to individually as a “Party” and collectively as “Parties”.
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 13, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 29th, 2020 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
As further set forth in this agreement (this “Agreement”), U.S. Well Services, Inc., a company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2017 by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Matlin & Partners Acquisition Corporation 585 Weed Street New Canaan, CT 06840 Re: Initial Public Offering Gentlemen:Letter Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
REGISTRATION RIGHTS AGREEMENT by and among and THE PURCHASERS PARTY HERETORegistration Rights Agreement • March 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February [•], 2022 by and between U.S. Well Services, Inc., a Delaware corporation (“USWS”), and the parties set forth on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WARRANT AGREEMENT between and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2022, is by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Texas
This Employment Agreement (this “Agreement”) is entered into the 13th day of July 2018, by and between Matlin & Partners Acquisition Corporation, a Delaware corporation, to be renamed as set forth in the Merger Agreement (as defined below) (the “Company”), and Joel Broussard (“Executive”). For purposes hereof, the “Company Group” means, collectively, the Company and each of its affiliates and subsidiaries.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 21st, 2016 • MP Acquisition I Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of April 20, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FOURTH AMENDMENT AND LIMITED CONSENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
THIS FOURTH AMENDMENT AND LIMITED CONSENT TO ABL CREDIT AGREEMENT (this “Amendment”), dated as of June 24, 2021, is by and among U.S. WELL SERVICES, LLC, a Delaware limited liability company (the “Borrower”), each Guarantor (as defined in the below referenced Credit Agreement) party hereto, U.S. WELL SERVICES, INC., a Delaware corporation (“Parent”), each Lender (as defined in the below referenced Credit Agreement) party hereto, and BANK OF AMERICA, N.A., as agent for the Lenders (“Administrative Agent”), a Swing Line Lender and an L/C Issuer.
sponsor agreementSponsor Agreement • July 16th, 2018 • Matlin & Partners Acquisition Corp • Blank checks • New York
This Sponsor Agreement (this “Agreement”), dated as of July 13, 2018, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (“MPAC”), USWS Holdings LLC, a Delaware limited liability company (“USWS”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and, solely for purposes of Sections 7 through 12, Cantor Fitzgerald & Co. (“Cantor”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party,” and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the “Parties.” Each capitalized term used and not otherwise defined in this Agreement has the meaning given to such term in the Merger and Contribution Agreement (as defined below).
Matlin & Partners Acquisition Corporation 585 Weed Street New Canaan, CT 06840 Re: Initial Public Offering Gentlemen:Letter Agreement • March 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
SECOND AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENTCredit Agreement • April 2nd, 2020 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of May 7, 2019, among U.S. WELL SERVICES, INC., a Delaware corporation (“Parent”), USWS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), U.S. WELL SERVICES, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), CLMG CORP., a Texas corporation (“CLMG”), as term loan collateral agent (together with any successor term loan collateral agent appointed pursuant to Article VII, the “Term Loan Collateral Agent”) for the Term Loan Secured Parties (as hereinafter defined), and CLMG, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Term Loan Collateral Agent, the “Agents”) for the Lenders.
SETTLEMENT AGREEMENT AND RELEASE by and among SMART SAND, INC. and dated June 28, 2021Settlement Agreement and Release • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This SETTLEMENT AGREEMENT AND RELEASE dated June 28, 2021 (this “Agreement”) is by and among Smart Sand, Inc. a Delaware corporation (“SSI”), U.S. Well Services, LLC, a Delaware limited liability company (“USWS”), and U.S. Well Services, Inc., a Delaware corporation (“USWI”). SSI, USWS and USWI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO PERFORMANCE AWARDSPerformance Awards • June 27th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDMENT TO PERFORMANCE AWARDS dated as of June 21, 2022 (this “Amendment”) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (“Company”), and the undersigned recipient (the “Participant”) of one or more Performance Awards (Pool A) (each, a “Pool A Performance Award”) and/or one or more Performance Awards (Pool B) (each, a “Pool B Performance Award”), each granted under the U.S. Well Services, Inc. Amended and Restated 2018 Stock Incentive Plan (as amended, the “Plan”).
FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTEU.S. Well Services, Inc. • June 27th, 2022 • Oil & gas field services, nec • Delaware
This FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE dated as of June 21, 2022 (this “Amendment”) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (“Maker”), and _______________ (the “Payee”).
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • February 15th, 2017 • Matlin & Partners Acquisition Corp • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of February 13, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”), having its principal place of business at 110 East 59th Street, New York, New York 10022.
Houston, Texas 77056 Attention: Kyle O’Neill Re: Recovery on Certain Paid-in- Kind Interest Ladies and Gentlemen:U.S. Well Services, Inc. • June 27th, 2022 • Oil & gas field services, nec
Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, collectively, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (“Holdings”, together with the Parent, the Borrower, and the Subsidiary Guarantors, collectively, the “Loan Parties”), CLMG Corp., as Administrative Agent, CLMG Corp., as Term Loan Collateral Agent, and the Lenders party thereto from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agr
MERGER AND CONTRIBUTION AGREEMENT by and among MATLIN & PARTNERS ACQUISITION CORPORATION, MPAC MERGER SUB LLC, USWS HOLDINGS LLC, THE BLOCKER COMPANIES and, solely for the purposes described herein, THE SELLER REPRESENTATIVE Dated as of July 13, 2018Merger and Contribution Agreement • July 16th, 2018 • Matlin & Partners Acquisition Corp • Blank checks • Delaware
NOTE PURCHASE AGREEMENT BY AND AMONG THE PURCHASERS NAMED HEREIN, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, AS NOTES AGENT JUNE 24, 2021Intercreditor Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This NOTE PURCHASE AGREEMENT, dated as of June 24, 2021 (this “Agreement”), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the “Company” or “USWS”), each of the purchasers named in Schedule 2.1 to this Agreement (each such purchaser, including any additional purchasers made a party to this Agreement and added to such Schedule, a “Purchaser” and, collectively, the “Purchasers”), and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers (in such capacity, “Notes Agent”).
THIRD AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENTSenior Secured Term Loan Credit Agreement • November 6th, 2020 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
the CARES Act, as set forth in Section 1106 of the CARES Act, and (ii) promptly file a request for loan forgiveness with respect to the PPP Loan in accordance with the CARES Act and Small Business Act.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 16th, 2018 • Matlin & Partners Acquisition Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”), dated as of July 13, 2018, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), Crestview III USWS, L.P., a Delaware limited partnership (“Crestview Investor I”), Crestview III USWS TE, LLC, a Delaware limited liability company (“Crestview Investor II” and together with Crestview Investor I, “Crestview”), and, solely for purposes of Section 12(a), Crestview Partners III (TE), L.P., a Cayman Islands exempt limited partnership (“VCOC Shareholder I”), and Crestview Partners III Co-Investors, L.P., a Cayman Islands exempt limited partnership (“VCOC Shareholder II” and, together with VCOC Shareholder I, the “VCOC Shareholders” and, together with Crestview Investor I and Crestview Investor II, the “Crestvie
CONSENT AND FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENTCredit Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This CONSENT AND FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of June 24, 2021 (this “Fifth Amendment”), is made by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (the “Holdings”, together with the Parent, the Borrower and the Subsidiary Guarantors, the “Loan Parties” and each a “Loan Party”), CLMG Corp., as Administrative Agent (the “Administrative Agent”), CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”, and together with the Administrative Agent, the “Agents”), and the Lenders (defined below) and is made with reference to the Credit Agreement (as defined below), and certai
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec
This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 25, 2021 (this “Amendment”), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the “Company”), each of the purchasers named in Schedule 2.1 to this Agreement (a “Purchaser” and, collectively, the “Purchasers”), and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers (in such capacity, “Notes Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF USWS HOLDINGS LLC DATED AS OF NOVEMBER 9, 2018Limited Liability Company Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of USWS Holdings LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 9, 2018, by and among the Company, U.S. Well Services, Inc., a Delaware corporation formerly known as Matlin & Partners Acquisition Corporation (“PubCo”), in its capacity as the initial Manager, and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This Separation and Release Agreement (collectively, the “Agreement”) dated as of April 30, 2022 (the “Effective Date”) is made by and between U.S. Well Services, Inc. (the “Company”) and Joel Broussard (“Broussard”). Broussard and the Company together are referred to as the “Parties.”
THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • December 17th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT, dated as of February 2, 2017 (together with any amendments, restatements, supplements or other modifications, the “Agreement”), is entered into by and among U.S. WELL SERVICES, LLC, a Delaware limited liability company (the “Borrower”); USWS Holdings LLC, a Delaware limited liability company (“Holdings”), as guarantor; U.S. WELL SERVICES, INC., a Delaware corporation (“Parent”), as guarantor; the Revolving Lenders (as defined below) from time to time party hereto; and U.S. BANK NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 13th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 11, 2021 (this “Amendment”), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the “Company”), each of the purchasers party to this Amendment (a “Purchaser” and, collectively, the “Purchasers”), and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers (in such capacity, “Notes Agent”).
AMENDMENT NO. 2 TO sponsor agreementSponsor Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec
This Amendment No. 2 to Sponsor Agreement (this “Amendment”), dated as of November 9, 2018, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (“MPAC”), USWS Holdings LLC, a Delaware limited liability company (“USWS”), and Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”). Each capitalized term used and not otherwise defined in this Amendment has the meaning given to such term in that certain Sponsor Agreement, dated as of July 13, 2018, as amended on November 2, 2018 (the “Sponsor Agreement”), by and among MPAC, USWS, Sponsor and, solely for the purposes of Sections 7 through 12 thereof, Cantor Fitzgerald & Co. (“Cantor”).
