REGISTRATION RIGHTS AGREEMENT by and among U.S. WELL SERVICES, INC. and THE PURCHASERS PARTY HERETORegistration Rights Agreement • June 28th, 2021 • 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 June 24, 2021 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”).
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.
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.”
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”).
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 INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., as ABL Agent, CLMG CORP., as Term Loan Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB as Notes Agent and U.S. WELL SERVICES, LLC, for purposes of Sections 5.5(g), 5.5(h) and...Intercreditor Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of June 24, 2021, by and among
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of June 25 2021 (this “Amendment”), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the “Company”), and each of the holders of registrable securities listed on the signature pages hereto (collectively, the “Holders”).
GUARANTEE AND THIRD LIEN COLLATERAL AGREEMENT dated as of June 24, 2021 among U.S. WELL SERVICES, INC., U.S. WELL SERVICES LLC, USWS HOLDINGS LLC, and THE OTHER GRANTORS referred to herein in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Notes AgentCollateral Agreement • June 28th, 2021 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This GUARANTEE AND THIRD LIEN COLLATERAL AGREEMENT dated as of June 24, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) made by U.S. WELL SERVICES, INC., a Delaware corporation (the “Company”), U.S. Well Services, LLC, a Delaware limited liability company (“US LLC”), USWS Holdings LLC, a Delaware limited liability company (including its permitted successors, “Holdings”) and each other subsidiary of the Company from time to time party hereto (together with the Company and any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank (together with its successors in such capacities, the “Notes Agent”), as collateral agent for the Secured Parties (as hereinafter defined).
