SERIES D UNIT AGREEMENTSeries D Unit Agreement • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec • Texas
This SERIES D UNIT AGREEMENT (this “Agreement”) is executed and agreed to as of February 21, 2012, (the “Effective Date”), between U.S. Well Services, LLC, a Delaware limited liability company (the “Company”) and Edward S. Self III (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of February 21, 2012 (the “Effective Date”) by and between U.S. Well Services, LLC, a Delaware limited liability company (the “Company”), and Jeffrey McPherson (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec • New York
CONTRACT TO PROVIDE DEDICATED FRACTURING FLEET(S) FOR FRACTURING SERVICESUSW Financing Corp. • October 18th, 2012 • Oil & gas field services, nec
This Rider No. 1 to CONTRACT TO PROVIDE DEDICATED FRACTURING FLEET(S) FOR FRACTURING SERVICES ("Rider 1") is effective as of June 5, 2012 ("Rider Effective Date") by and between Contractor and Producer. Contractor and Producer are, from time to time, referred to collectively as "Parties," and individually as a "Party."
2827211v7First Supplemental Indenture • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 16, 2012, is by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Company”), USW Financing Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“USW Financing” and together with the Company, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF a Delaware limited liability company February 21, 2012Limited Liability Company Agreement • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of U.S. WELL SERVICES, LLC, a Delaware limited liability company (the “Company”), is executed and agreed to as of February 21, 2012 (the “Effective Date”) by the Company and the parties executing this Agreement in their capacity as Members of the Company. In consideration of the mutual covenants hereinafter set forth, the Members agree that the terms of this Agreement shall be as follows:
CONTRACT TO PROVIDE DEDICATED FRACTURING FLEET(S) FOR FRACTURING SERVICESUSW Financing Corp. • October 18th, 2012 • Oil & gas field services, nec • Texas
This CONTRACT TO PROVIDE DEDICATED FLEET(S) FOR FRACTURING SERVICES is entered into November 1, 2011, sets forth the terms and conditions by which Contractor will provide a dedicated fleet(s) to Producer.
AMENDEMENT TO ESCROW AGREEMENTEscrow Agreement • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec
This Amendment to Escrow Agreement dated as of the date first written above (the “Amendment”) amends that certain Escrow Agreement dated February 21, 2012 (the “Escrow Agreement”) by and among U.S. Well Services, LLC, a Delaware limited liability company (“USW”), USW Financing Corp., a Delaware corporation (“USW Finance” and together with USW, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee under the Indenture referred to below (in such capacity, the “Trustee”) and The Bank of New York Mellon Trust Company, N.A., as escrow agent (in such capacity, the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • October 18th, 2012 • USW Financing Corp. • Oil & gas field services, nec • New York
This ESCROW AGREEMENT (this "Escrow Agreement") is made and entered into as of February 21, 2012 among U.S. Well Services, LLC, a Delaware limited liability company ("USW"), USW Financing Corp., a Delaware corporation ("USW Finance" and together with USW, the "Issuers") The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below (in such capacity, the "Trustee") and The Bank of New York Mellon Trust Company, N.A., as escrow agent (in such capacity, the "Escrow Agent"), in favor of Holders (as defined in the Indenture) of the Notes (as defined herein) issued on the date hereof by the Issuers under the Indenture referred to below.
