Joint Filing AgreementJoint Filing Agreement • November 19th, 2018 • Crestview Partners III GP, L.P. • Oil & gas field services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of U.S. Well Services, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
November 9, 2018 Crestview III USWS, L.P. Crestview III USWS TE, LLC 36th Floor New York, New York 10022 Attn: Adam Klein; Ross OliverSponsor Agreement • November 19th, 2018 • Crestview Partners III GP, L.P. • Oil & gas field services, nec
Reference is made to that certain Sponsor Agreement (the “Sponsor Agreement”), dated as of July 13, 2018, as amended on November 2, 2018 and November 9, 2018, 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 thereof, Cantor Fitzgerald & Co. (“Cantor”) and the Subscription Agreement, dated as of July 13, 2018 (the “Subscription Agreement”), by and between MPAC, Sponsor, 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 the other parties thereto. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Sponsor Agreement.
