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”).
CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of February 28, 2022 (this “Sixth 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 ce
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (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”).
Houston, Texas 77056 Attention: Kyle O’Neill Re: Amendment to Term Loan C Side Letter Ladies and Gentlemen:U.S. Well Services, Inc. • March 4th, 2022 • Oil & gas field services, nec
Reference is made to that certain letter agreement, dated as of February 28, 2022 (as supplemented by that certain Joinder to Term Loan C Side Letter, dated as of March 1, 2022, by and among the parties thereto, the “Term Loan C Side Letter”), 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”), Crestview III USWS Holdings 2, L.P. (“Crestview Holdings”), THRC Holdings, LP, a Texas limited partnership (“THRC”), David Matlin, Peter Schoels (together with Crestview Holdings, THRC and David Matl
AGREEMENT AMONG LENDERS Dated as of February 28, 2022 Among as Parent USWS HOLDINGS LLC as Holdings as Borrower and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Guarantors LPP MORTGAGE, INC., as First Out Lender LNV CORPORATION, as First Out Lender...Agreement • March 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
AGREEMENT AMONG LENDERS, dated as of February 28, 2022 (“Effective Date”) (as amended, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among (a) each Lender executing this Agreement as a First Out Holder (as defined below) on the signature pages hereto, (b) each Lender executing this Agreement as a Last Out Lender (as defined below) on the signature pages hereto, (c) CLMG Corp., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) (d) the Loan Parties (as defined below), and (e) any Lender party to this Agreement pursuant to Section 12 hereof (each an “Additional Holder”).
JOINDER TO SENIOR SECURED TERM LOAN CREDIT AGREEMENTSenior Secured Term Loan Credit Agreement • March 4th, 2022 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This JOINDER TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2022 (this “Joinder”), 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”), THRC Holdings, LP, David Matlin, and Peter Schoels, and is made with reference to the Credit Agreement (as defined below). Capitalized terms
Houston, Texas 77056 Attention: Kyle O’Neill Re: Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement, dated February 28, 2022, and Term C Loan Repayment Premium Ladies and Gentlemen:U.S. Well Services, Inc. • March 4th, 2022 • Oil & gas field services, nec • New York
Reference is made to (a) that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Existing 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 (the “Administrative Agent”), CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”), and the Lenders party thereto from time to time, and (b) that certain Consent and Sixth Amendme
