U.S. WELL SERVICES, INC. (Form: 8-K, Received: 11/16/2018 06:07:13)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2018 (November 9, 2018)

U.S. WELL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38025		81-1847117
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

770 South Post Oak Lane
Suite 405
Houston, TX

(address of principal executive offices)

77056
(zip code)

(832) 562-3730

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 UR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On November 9, 2018 (the “ Closing Date ”), U.S. Well Services, Inc. (formerly Matlin & Partners Acquisition Corporation) (the “ Company ”) consummated the previously announced business combination with USWS Holdings LLC, a Delaware limited liability company (“ USWS Holdings ”), as contemplated in the previously announced Merger and Contribution Agreement, dated as of July 13, 2018, and amended on August 9, 2018, and further amended on November 2, 2018 (as amended, the “ Merger and Contribution Agreement ”), with MPAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“ Merger Sub ”), USWS Holdings, certain owners of equity interests in USWS Holdings (the “ Blocker Companies ”) and, solely for purposes described therein, the seller representative named therein. The transactions contemplated by the Merger and Contribution Agreement, including the merger of each Blocker Company into the Company (the “ Blocker Merger ”), the contribution by the Company to Merger Sub of all of its available funds (other than cash to be used to pay certain transaction expenses) and the issuance of shares of its Class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock ”), and its Class B Common Stock, par value $0.0001 per share (the “ Class B Common Stock ”), and the merger of Merger Sub with and into USWS Holdings, are collectively referred to herein as the “ Business Combination .”

Following the completion of the Business Combination (the “ Closing ”), substantially all of the Company’s assets and operations are held and conducted by USWS Holdings and its subsidiaries, including U.S. Well Services, LLC (“ USWS ”), and the Company’s only assets are equity interests in USWS Holdings. The Company owns a majority of the economic and voting interests of USWS Holdings and is the sole manager of USWS Holdings.

In connection with the Closing, the Company changed its name from “Matlin & Partners Acquisition Corporation” to “U.S. Well Services, Inc.” Unless the context otherwise requires, “Matlin” or “MPAC” refers to the registrant prior to the Closing, and “we,” “us,” “our” and the “Company” refer to the registrant and its subsidiaries following the Closing.

The foregoing description of the Merger and Contribution Agreement is a summary only and is qualified in its entirety by reference to the Merger and Contribution Agreement, Amendment No. 1 to the Merger and Contribution Agreement and Amendment No. 2 to the Merger and Contribution Agreement, a copy of which is filed as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively, to this Current Report on Form 8-K. A more detailed description of the Business Combination and related transactions can be found in MPAC’s definitive proxy statement in connection with the solicitation of proxies from MPAC’s stockholders to approve the Business Combination and related transactions filed with the Securities and Exchange Commission (the “ SEC ”) on October 10, 2018 (the “ Proxy Statement ”).

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

Concurrently with the Closing, the Company, Matlin & Partners Acquisition Sponsor LLC (“ Sponsor ”), the owners of equity interests in the Blocker Companies (the “ Blocker Stockholders ”), certain owners of equity interests in USWS Holdings other than the Blocker Companies (the “ Non-Blocker USWS Members ”), Crestview III USWS, L.P. (“ Crestview Investor I ”), Crestview III USWS TE, LLC (together with Crestview Investor I, “ Crestview ”), Joel Broussard, certain lenders (the “ Lenders ”) under USWS’ Amended and Restated Senior Secured Credit Agreement, dated as of February 2, 2017 (the “ Credit Agreement ”), and Piper Jaffray & Co. (“ Piper ”) entered into an amended and restated registration rights agreement (the “ A&R Registration Rights Agreement ”).

The A&R Registration Rights Agreement amends, restates and replaces the registration rights agreement entered into by and among MPAC, Sponsor, Cantor Fitzgerald & Co. and the holders named therein in connection with Matlin’s initial public offering, in order to provide substantially similar registration rights to each of Sponsor, the Blocker Stockholders, the Non-Blocker USWS Members, Crestview, Joel Broussard, the Lenders and Piper, pursuant to which the Company will be required to register for resale shares of Class A Common Stock held by those parties upon Closing or issuable upon the future exercise of private placement warrants or upon the future exchange of new units of USWS Holdings (“ New USWS Units ”) and shares of Class B Common Stock, as well as the private placement warrants held by certain of these parties, in each case held by them upon Closing (collectively, “ Registrable Securities ”).

The Company will be required, within 30 days after consummation of the Business Combination, to file a registration statement registering the resale of all of the Registrable Securities. In addition, if an underwritten offering is reasonably expected to result in gross proceeds of at least $25 million, (i) Sponsor will be entitled to demand three underwritten offerings, (ii) the Blocker Stockholders, the Non-Blocker USWS Members and the Lenders, collectively, will be entitled to demand five underwritten offerings and (iii) Crestview will be entitled to demand three underwritten offerings with respect to their Registrable Securities. The holders of Registrable Securities will also have certain “piggy-back” rights with respect to underwritten offerings initiated by the Company or our stockholders.

We will be required to bear all expenses incurred in connection with the filing of any such registration statements and any such offerings, other than underwriting discounts and commission on the sale of Registrable Securities and the fees and expenses of counsel to holders of Registrable Securities. The A&R Registration Rights Agreement also will include customary provisions regarding indemnification and contribution.

The A&R Registration Rights Agreement also provides that, subject to certain exceptions, the Blocker Stockholders, the Non-Blocker USWS Members and Piper will not transfer the shares of Class A Common Stock, New USWS Units or shares of Class B Common Stock issued to them in the Business Combination, as well as the shares of Class A Common Stock issuable upon exchange of such New USWS Units and shares of Class B Common Stock, prior to the first anniversary of the Closing Date, except that up to 50% of the shares of Class A Common Stock held or acquirable on exchange by each such person and its permitted transferees may be transferred in an underwritten public offering on or after the date that is 180 days after the Closing Date.

The foregoing description of the A&R Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

Amended and Restated Limited Liability Company Agreement of USWS Holdings

At the Closing, the Company and the Non-Blocker USWS Members entered into an Amended and Restated Limited Liability Company Agreement of USWS Holdings (the “ A&R USWS LLC Agreement ”), which sets forth, among other things, the rights and obligations of the members of USWS Holdings. Under the A&R USWS LLC Agreement, the Company is the sole manager of USWS Holdings effective at Closing and will be able to control all of the day-to-day business affairs and decision-making of USWS Holdings without the approval of any member, unless otherwise stated in the A&R USWS LLC Agreement. For example, the sole manager cannot take any action that would result in the failure of USWS Holdings to be classified as a partnership for U.S. federal income tax purposes without the approval of the members. As the sole manager, the Company, through its officers and directors, will be responsible for all operational and administrative decisions of USWS Holdings and the day-to-day management of the business of USWS Holdings and its subsidiaries, including USWS.

The foregoing description of the A&R USWS LLC Agreement is a summary only and is qualified in its entirety by reference to the A&R USWS LLC Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Amendment No. 2 to the Sponsor Agreement

On November 9, 2018, MPAC, USWS Holdings and Sponsor entered into Amendment No. 2 to the Sponsor Agreement (“ Amendment No. 2 ”). Amendment No. 2 amended the Sponsor Agreement, dated as of July 13, 2018 and amended on November 2, 2018 (as amended, the “ Sponsor Agreement ”) to further clarify that during the time that Sponsor’s certain Class A Common Stock shares are subject to certain transfer restrictions based on the Sponsor Agreement (the “ Conversion Shares ”), if the consideration in the Applicable Transaction (as defined in Amendment No. 2) consists solely of cash and the amount for which each share of Class A Common Stock is exchangeable is less than $12.00, then Sponsor will forfeit 1,000,000 Conversion Shares (the “ $12 Conversion Shares ”). If the consideration in the Applicable Transaction consists of cash and securities and/or other property and the value of the cash, securities and other property, if any, for which each share of Class A Common Stock is exchangeable is less than $12.00, as determined in good faith by the Company, the Company will receive and hold in escrow for the benefit of Sponsor any and all consideration in respect of the $12 Conversion Shares until such time as the value of such consideration, as determined in good faith by the Company, equals or exceeds $12.00 per share of Class A Common Stock.

In addition, Amendment No. 2 imposed the above forfeiture and escrow provision on Sponsor with respect to an additional 609,677 Conversion Shares but at a consideration value per share of $13.50 rather than $12.00.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 2, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K .

Indemnity Agreements

On the Closing Date, we entered into indemnity agreements with David J. Matlin, David L. Treadwell, Adam Klein, Eddie Watson, James Bold and Ryan Carroll, each of whom became or continued as a director of the Company at Closing, and Joel Broussard, Kyle O’Neill, Nathan Houston and Matthew Bernard, each of whom became an executive officer and/or director of the Company at Closing. Each indemnity agreement provides that, subject to limited exceptions, and among other things, we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as our director or officer.

The foregoing descriptions of the indemnity agreements are a summary only and are qualified in their entirety by reference to the form of indemnity agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. The material provisions of the Merger and Contribution Agreement are described in the Proxy Statement, beginning on page 83 thereof, in the section entitled “Proposal No. 1—The Business Combination Proposal—The Merger and Contribution Agreement,” which is incorporated herein by reference.

The Business Combination was approved by MPAC’s stockholders at the special meeting in lieu of the 2018 annual meeting of stockholders (the “ Special Meeting ”). At the Special Meeting, 29,673,697 shares of Class A Common Stock and Class F Common Stock, par value $0.0001 per share (the “ Class F Common Stock ”), voting as a single class, were voted in favor of the proposal to approve the Business Combination, 600,100 shares of Class A Common Stock and Class F Common Stock, voting as a single class, were voted against the proposal, and there were no abstentions or broker non-votes. MPAC’s public stockholders had the opportunity, in connection with the Closing, to redeem shares of Class A Common Stock pursuant to the terms of MPAC’s amended and restated certificate of incorporation (the “ Charter ”), and public stockholders holding an aggregate of 28,856,991 shares of Class A Common Stock elected to have such shares redeemed for an aggregate amount of approximately $293.1 million. In addition, in connection with the Closing, Sponsor forfeited 2,975,000 shares of Class F Common Stock, pursuant to the Sponsor Agreement (such forfeiture, the “ Sponsor Forfeiture ”). In accordance with the Charter, the 5,150,000 shares of Class F Common Stock that remained outstanding following the Sponsor Forfeiture were converted into shares of Class A Common Stock on a one-for-one basis (the “ Class F Common Stock Conversion ”).

At Closing, pursuant to the terms of the Merger and Contribution Agreement:

	·	MPAC issued to the Blocker Stockholders 13,532,331 shares of Class A Common Stock in exchange for their equity interest in the Blocker Companies;
	·	MPAC and USWS Holdings issued to the Non-Blocker USWS Members 14,546,755 New USWS Units and 14,546,755 shares of Class B Common Stock;
	·	MPAC issued to Piper 509,337 shares of Class A Common Stock in satisfaction of its fee for acting as financial advisor to USWS in connection with the Business Combination;

	·	MPAC issued to the Lenders an aggregate of 1,314,999 shares of Class A Common Stock as repayment for a portion of the loans outstanding under the Credit Agreement prior to Closing;
	·	MPAC issued 20,250,000 shares of Class A Common Stock to Crestview (including 10,350,000 shares pursuant to a backstop commitment);
	·	MPAC issued 4,500,000 shares of Class A Common Stock to certain other institutional investors (the “ *PIPE Investors* ”) that entered into subscription agreements with MPAC; and
	·	MPAC issued 1,180,000 shares of Class A Common Stock to certain individuals, including (i) 650,000 shares of Class A Common Stock to the former Chief Executive Officer of USWS Holdings, who became the President and Chief Executive Officer of the Company at Closing, in satisfaction of a portion of a “change in control” bonus he was entitled to receive at Closing under his previously existing employment agreement with USWS Holdings and an employment agreement entered into by him with MPAC that became effective at Closing, and (ii) 530,000 shares of restricted Class A Common Stock, subject to the Vesting Conditions (as defined below), issued to certain members of management of USWS Holdings, each of whom became an officer of the Company or continued as a member of management of USWS Holdings at Closing.

As of the Closing Date and following the completion of the Business Combination, the ownership interests of the Company’s stockholders were as follows:

	·	public stockholders owned 3,576,507 shares of Class A Common Stock, representing an approximate 7.1% economic interest and an approximate 5.5% voting interest;
	·	Sponsor owned 5,216,502 shares of Class A Common Stock, representing an approximate 10.4% economic interest and an approximate 8.1% voting interest;
	·	the Blocker Stockholders owned 13,532,331 shares of Class A Common Stock, representing an approximate 27.0% economic interest and an approximate 20.9% voting interest;
	·	Crestview owned 20,250,000 shares of Class A Common Stock, representing an approximate 40.4% economic interest and an approximate 31.3% voting interest;
	·	the Non-Blocker USWS Members owned 14,546,755 shares of Class B Common Stock, representing a 0.0% economic interest and an approximate 22.5% voting interest;
	·	the PIPE Investors owned 4,500,000 shares of Class A Common Stock, representing an approximate 9.0% economic interest and an approximate 7.0% voting interest;
	·	the Lenders owned 1,314,999 shares of Class A Common Stock, representing an approximate 2.6% economic interest and an approximate 2.0% voting interest;
	·	Piper owned 509,337 shares of Class A Common Stock, representing an approximate 1.0% economic interest and an approximate 0.8% voting interest; and
	·	all directors and executive officers as a group owned 1,180,000 shares of Class A Common Stock (including 530,000 restricted shares subject to the Vesting Conditions), representing an approximate 2.4% economic interest and an approximate 1.8% voting interest.

Prior to the Closing, MPAC was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose assets primarily consist of interests in its subsidiaries, USWS Holdings and USWS. The following information is provided about the business of the Company reflecting the consummation of the Business Combination.

Cautionary Note Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Current Report on Form 8-K. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;

the future financial performance of the Company following the Business Combination;

the Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors;

changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans;

changes in the future operating results of the Company;

expansion plans and opportunities; and

other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “will,” or similar expressions.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

	·	the risk that the Business Combination disrupts our current plans and operations;
	·	the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;
	·	costs related to the Business Combination;
	·	changes in applicable laws or regulations;
	·	fluctuations in the U.S. and/or global stock markets;
	·	the possibility that the we may be adversely affected by other economic, business, and/or competitive factors; and
	·	other risks and uncertainties set forth in the Proxy Statement in the section entitled “Risk Factors” beginning on page 34 of the Proxy Statement.

Business and Properties

The business and properties of USWS prior to the Business Combination are described in the Proxy Statement in the section entitled “Business of USWS” beginning on page 188, which is incorporated herein by reference. The business of MPAC prior to the Business Combination is described in the Proxy Statement in the section entitled “Business of MPAC” beginning on page 157, which is incorporated herein by reference.

Risk Factors

The risk factors related to the Company’s business and operations are described in the Proxy Statement in the section entitled “Risk Factors” beginning on page 34, which is incorporated herein by reference.

Selected Historical Financial Information of the Company

The selected historical financial information of USWS for the years ended December 31, 2017, 2016 and 2015, and the nine months ended September 30, 2018 and 2017 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

The unaudited pro forma condensed consolidated combined financial information of MPAC for the year ended December 31, 2017 and the nine months ended September 30, 2018 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations of USWS for the nine months ended September 30, 2018 and 2017 and for the years ended December 31, 2017, 2016 and 2015 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding ownership of shares of voting securities of the Company, which consists of Class A Common Stock and Class B Common Stock, as of November 9, 2018:

	·	each person who is known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s voting securities;
	·	each of the Company’s current executive officers and directors; and
	·	all current executive officers and directors of the Company, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security or has the right to acquire such securities within sixty (60) days, including options and warrants that are currently exercisable or exercisable within sixty (60) days.

The beneficial ownership of shares of voting stock of the Company is based on 64,626,431 shares of Class A Common Stock and Class B Common Stock issued and outstanding in the aggregate as of November 9, 2018.

Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to all shares of voting stock beneficially owned by them.

Name and Address of Beneficial Owner(1)	Number of Shares		Percent
5% Stockholders
Matlin & Partners Acquisition Sponsor LLC(2)		9,341,502		13.6	%
Crestview(3)		23,875,000		35.0	%
Regiment Capital Special Situations Fund V, L.P.(4)		10,004,039		15.5	%
BlackRock, Inc.(5)		4,625,218		7.2	%
Millstreet Capital Management LLC(6)		3,586,535		5.5	%
Directors and Executive Officers
Joel N. Broussard(7)		864,900		1.3	%
David J. Matlin		—		—
David L. Treadwell		—		—
Adam J. Klein		—		—
Eddie Watson		—		—
James S. Bold		—		—
Ryan K. Carroll		—		—
Kyle O’Neill		—		—
Nathan Houston(8)		78,011		*
Matthew Bernard(9)		143,300		*
All directors and executive officers as a group (10 individuals)(10)		1,180,000		1.8	%

Less than one percent.

(1)

Unless otherwise indicated, the business address of each of person listed in this table is c/o U.S. Well Services, Inc., 770 South Post Oak Lane, Suite 405, Houston, Texas 77056.

(2)

Includes 4,125,000 shares of Class A Common Stock issuable upon exercise of warrants that will become exercisable 30 days after closing of the Business Combination. There are five managing principals of the board of managing principals of Sponsor, including Messrs. Matlin and Treadwell. Each managing principal has one vote, and the approval of three of the five members of the board of managing principals is required to approve an action of Sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Sponsor. Based upon the foregoing analysis, no individual managing principal of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such shares. The business address of Sponsor is 520 Madison Avenue, 35 ^th Floor, New York, New York 10022.

(3)

Includes 3,625,000 shares of Class A Common Stock issuable upon exercise of warrants that will become exercisable 30 days after closing of the Business Combination and represents shares of Class A Common Stock held directly (or issuable upon exercise of warrants held directly) by Crestview III USWS, L.P. and Crestview III USWS TE, LLC, in each case for which Crestview Partners III GP, L.P. may be deemed to be the beneficial owner. Crestview Partners III GP, L.P. is the general partner of the investment funds which are direct or indirect members of Crestview. Decisions by Crestview Partners III GP, L.P. to vote or dispose of the interests held by Crestview requires the approval of a majority of the 9 members of its investment committee, which is composed of the following individuals: Barry S. Volpert, Thomas S. Murphy, Jr., Jeffrey A. Marcus, Robert J. Hurst, Richard M. DeMartini, Robert V. Delaney, Jr., Brian P. Cassidy, Alexander M. Rose and Adam J. Klein. None of the foregoing persons has the power individually to vote or dispose of any of such interests. Each of the foregoing individuals disclaims beneficial ownership of all such interests. The business address of each of the foregoing is c/o Crestview Advisors, L.L.C., 590 Madison Avenue, 36 ^th Floor, New York, New York.

(4)

Regiment Capital Special Situations Fund V, L.P. (“ Fund V ”) is the holder of the shares reported herein. TCW Special Situations, LLC (“ TCW ”) is the sole investment manager to Fund V. Accordingly, TCW may be deemed to have or share beneficial ownership and have or share voting and dispositive power over the shares held by Fund V. The business address of Fund V and TCW is c/o TCW Direct Lending Group, 1251 Avenue of the Americas, Suite 4700, New York, New York 10020.

(5)

The registered holders of the referenced shares are funds and accounts under management by investment adviser subsidiaries of BlackRock, Inc. (or wholly owned subsidiaries of such funds and accounts). BlackRock, Inc. is the ultimate parent holding company of such investment adviser entities. On behalf of such investment adviser entities, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts (or the wholly owned subsidiaries of such funds and accounts) which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts (or such wholly owned subsidiaries). The address of such funds and accounts (and such wholly owned subsidiaries), such investment adviser subsidiaries and such portfolio managers and/or investment committee members is 55 East 52nd Street, New York, NY 10055.

(6)

Consists of 474,700 shares held by Millstreet Credit Fund LP; 2,311,835 shares held by Mercer QIF Fund PLC – Mercer Investment Fund 1; and 800,000 shares held by Ronin Trading Europe LLP. Millstreet Capital Management LLC (“ Millstreet Capital ”) is the Investment Manager and/or Sub-Investment Manager of the foregoing persons. Accordingly, Millstreet Capital may be deemed to have or share beneficial ownership and have or share voting and dispositive power over the shares held by such persons. The business address of each of the foregoing persons is c/o Millstreet Capital Management LLC, 399 Boylston Street, Suite 501, Boston, Massachusetts 02116.

(7)

Includes 214,900 restricted shares of Class A Common Stock which will vest in equal one-third increments on each of the first, second and third anniversaries of the Closing Date; provided, however, that: no restricted shares will vest on any such date unless the closing price per share of the Class A Common Stock on The Nasdaq Capital Market (“ Nasdaq ”) (or other principal stock exchange on which the Class A Common Stock is then listed for trading) has been $12.00 or greater for 20 trading days in any period of 30 consecutive trading days commencing after the Closing Date (the “ Trading Condition ”), and in the event that restricted shares do not vest on the applicable anniversary of the Closing Date because the Trading Condition has not then been satisfied, such restricted shares will vest upon the later satisfaction of the Trading Condition (but in no event before the applicable anniversary of the Closing Date on which such restricted shares are otherwise scheduled to vest) (the “ Vesting Conditions ”).

(8)

Includes 71,600 restricted shares of Class A Common Stock subject to the Vesting Conditions.

(9)

Consists of 143,300 restricted shares of Class A Common Stock subject to the Vesting Conditions.

(10)

Includes 530,000 restricted shares of Class A Common Stock subject to the Vesting Conditions.

Directors

On the Closing Date, in connection with the Business Combination, the size of the Company’s board of directors (the “ Board ”) was increased from five members to seven members. Peter H. Schoels, Kenneth L. Campbell and Daniel W. Dienst each resigned as members of the Board. The resignations of Peter H. Schoels, Kenneth L. Campbell and Daniel W. Dienst were not a result of any disagreement with the Company. David J. Matlin and David L. Treadwell continued as Board members following the Business Combination.

At the Special Meeting, holders of Class A Common Stock and Class F Common Stock, voting as a single class, approved the election of seven individuals to the Board. Joel Broussard and James Bold were elected to serve as Class I directors, with terms expiring at the Company’s annual meeting of stockholders in 2019; Adam Klein and David J. Matlin were elected to serve as Class II directors, with terms expiring at the Company’s annual meeting of stockholders in 2020; and David L. Treadwell, Ryan Carroll and Eddie Watson were elected to serve as Class III directors, with terms expiring at the Company’s annual meeting of stockholders in 2021. Information with respect to each of the Company’s directors is set forth in the Proxy Statement in the section entitled “Officers and Directors of MPAC upon Consummation of the Business Combination” beginning on page 162, which is incorporated herein by reference.

Independence of Directors

Under the listing rules of Nasdaq, we are required to have a majority of independent directors serving on our Board. The Board has determined that David L. Treadwell, Adam Klein, Eddie Watson, James Bold and Ryan Carroll are independent within the meaning of Nasdaq Rule 5605(a)(2).

Committees of the Board of Directors

Following the Closing, the standing committees of the Board consist of an audit committee (the “ Audit Committee ”), a conflicts committee (the “ Conflicts Committee ”), a compensation committee (the “ Compensation Committee ”) and a nominating and corporate governance committee (the “ Nominating and Corporate Governance Committee ”). Each of the committees reports to the Board. The composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The principal functions of the Audit Committee are detailed in the Audit Committee’s charter, which is available on the Company’s website, and include:

	·	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us ;
	·	pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures ;
	·	reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence ;
	·	setting clear hiring policies for employees or former employees of the independent registered public accounting firm ;
	·	setting clear policies for audit partner rotation in compliance with applicable laws and regulations ;
	·	obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues ;
	·	reviewing and approving any related party transaction in accordance with our policies with respect thereto; and
	·	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities .

Under the Nasdaq listing standards and applicable SEC rules, the Company is required to have at least three members of the Audit Committee, all of whom must be independent. Following the Closing, our Audit Committee consists of David L. Treadwell, Eddie Watson and James Bold, with Mr. Treadwell serving as the Chair. We believe that Messrs. Treadwell, Watson and Bold qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. We also believe that Mr. Treadwell qualifies as an “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K.

Compensation Committee

The principal functions of the Compensation Committee are detailed in the Compensation Committee’s charter, which is available on the Company’s website, and include:

	·	reviewing and approving on an annual basis the corporate goals and objectives relevant to the Company’s Chief Executive Officer’s compensation, evaluating its Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of its Chief Executive Officer based on such evaluation;
	·	reviewing and approving on an annual basis the compensation of all of the Company’s other senior officers;
	·	reviewing on an annual basis the Company’s executive compensation policies and plans;
	·	implementing and administering the Company’s incentive compensation equity-based remuneration plans;
	·	assisting management in complying with the Company’s proxy statement and annual report disclosure requirements;
	·	establishing and reviewing periodically policies and procedures with respect to perquisites;
	·	if required, producing a report on executive compensation to be included in the Company’s annual proxy statement; and
	·	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Under the Nasdaq listing standards, the Company is required to have a Compensation Committee, all of the members of which must be independent. Following the Closing, our Compensation Committee consists of David Treadwell, Adam Klein and Ryan Carroll, with Mr. Treadwell serving as the Chair. We believe that Messrs. Treadwell, Klein and Carroll qualify as independent directors according to the rules and regulations of the Nasdaq with respect to compensation committee membership.

Nominating and Corporate Governance Committee

The principal functions of the Nominating and Corporate Governance Committee are detailed in the Nominating and Corporate Governance Committee’s charter, which is available on the Company’s website, and include:

	·	assisting the Board in identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board;
	·	recommending director nominees for election or for appointment to fill vacancies;
	·	recommending the election of officer candidates;
	·	monitoring the independence of Board members;
	·	ensuring the availability of director education programs; and
	·	advising the Board about appropriate composition of the Board and its committees.

The Nominating and Corporate Governance Committee also develops and recommends to the Board corporate governance principles and practices and assists in implementing them, including conducting a regular review of our corporate governance principles and practices. The Nominating and Corporate Governance Committee oversees the annual performance evaluation of the Board and the committees of the Board and makes a report to the Board on succession planning.

Following the Closing, our Nominating and Corporate Governance Committee consists of Adam Klein, David L. Treadwell and Ryan Carroll, with Mr. Klein serving as the Chair.

Executive Officers

In connection with and effective as of the Closing, David J. Matlin resigned as Matlin’s Chief Executive Officer, Greg Ethridge resigned as Matlin’s President, Rui Gao resigned as Matlin’s Chief Financial Officer and Robert H. Weiss resigned as Matlin’s Secretary and General Counsel. Also, in connection with the Closing, the following individuals were appointed by the Board as executive officers of the Company:

Name		Position
Joel Broussard		President, Chief Executive Officer and Director
Kyle O’Neill		Chief Financial Officer
Nathan Houston		Chief Operating Officer
Matthew Bernard		Chief Administrative Officer

Information with respect to Messrs. Broussard, O’Neill, Houston and Bernard is set forth in the Proxy Statement in the section entitled “Officers and Directors of MPAC upon Consummation of the Business Combination” beginning on page 162, which is incorporated herein by reference.

Indemnification of Directors and Executive Officers

Director and Executive Officer Compensation

Pre-Closing Compensation of Executive Officers and Directors

The compensation of Matlin’s and USWS’ named executive officers and directors before the consummation of the Business Combination is set forth in the Proxy Statement in the section titled “Executive Compensation” beginning on page 166, which is incorporated herein by reference.

Post-Closing Compensation of Executive Officers and Directors

After the Closing, Joel Broussard will serve as President and Chief Executive Officer and Director of the Company, Kyle O’Neill will serve as Chief Financial Officer of the Company, Nathan Houston will serve as Chief Operating Officer of the Company and Matthew Bernard will serve as Chief Administrative Officer of the Company. With the exception of Messrs. Broussard, O’Neill, Houston and Bernard, no determinations regarding the compensation arrangements for the Company’s directors or executive officers have been made.

Pursuant to the terms of the Merger and Contribution Agreement, 530,000 shares of restricted Class A Common Stock, subject to the Vesting Conditions, were issued to certain members of management of USWS Holdings, each of whom became an officer of the Company or continued as a member of management of USWS Holdings at Closing. As part of the aforementioned 530,000 shares of restricted Class A Common Stock grant, Messrs. Broussard, Houston, and Bernard received 214,900, 71,600 and 143,300 shares, respectively.

Employment Agreements, Annual Base Salaries and Target Bonuses

On July 13, 2018, the Company entered into new employment agreements with each of Messrs. Broussard, O’Neill, Houston, and Bernard that became effective and superseded and replaced the original employment agreements entered into between USWS and each of Messrs. Broussard, Houston and Bernard, as of the Closing Date (the “ New Employment Agreements ”). Each New Employment Agreement generally provides for an initial term which will expire on (i) December 31, 2021 for Mr. Broussard, and (ii) December 31, 2020 for Messrs. O’Neill, Houston, and Bernard. After the initial term, the New Employment Agreements will renew for subsequent one (1) year periods, unless MPAC provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Each New Employment Agreement provides a general description of the Executive’s duties, positions, and responsibilities associated with his title.

The New Employment Agreements provide for base salaries of $800,000, $420,000, $450,000 and $390,000 per annum for Messrs. Broussard, O’Neill, Houston, and Bernard, respectively, which may be adjusted annually in the sole discretion of our board of directors but not reduced unless part of a general reduction in the Company’s compensation to other executives. In addition to base salary, for the period of January 1, 2018 to the Closing, Mr. Broussard’s New Employment Agreement provides for an annual bonus as set out in his original employment agreement calculated based on a percentage of Adjusted EBITDA (as defined therein) if certain Adjusted EBITDA performance levels are achieved. From the Closing Date until December 31, 2018, Mr. Broussard is eligible for a bonus under the USWS Annual Incentive Plan (the “ AIP ”) with a target percentage of 120% of base salary.

For the year ending December 31, 2018, Messrs. Houston’s and Bernard’s New Employment Agreements provide that they are eligible for an annual bonus under their original employment agreements with a target of 50% of base salary. For the year ending December 31, 2018, Mr. O’Neill’s bonus will be based on an annual target of 80% and prorated based on the number of weeks he was employed by MPAC during 2018.

The New Employment Agreements for Messrs. Broussard, O’Neill, Houston, and Bernard also provide that they are eligible for annual bonuses under the AIP or a similar or replacement annual incentive plan adopted by our Board targeted at 120%, 80%, 100%, and 80% of their base salaries, respectively, for any periods after December 31, 2018.

Mr. Broussard’s New Employment Agreement provides that he is entitled to receive an individual change in control bonus in the aggregate amount of $7.5 million as a result of the Closing, subject to the satisfaction of the vesting criteria set forth in his original employment agreement. As contemplated by the New Employment Agreement, this change in control bonus was paid to Mr. Broussard at Closing in the form of (i) 650,000 shares of Class A Common Stock, valued at $10.00 per share, and (ii) $1.0 million in cash.

The New Employment Agreements also provide for potential severance benefits in connection with certain terminations of employment. Please see the section titled “Executive Compensation – MPAC – Additional Narrative Disclosures – Potential Payments upon Termination or Change in Control” for additional details on these termination benefits on page 167 of the Proxy Statement, which is incorporated herein by reference.

The foregoing description of the New Employment Agreements is a summary only and is qualified in its entirety by reference to the New Employment Agreements, copies of which agreements with Messrs. Broussard, Bernard, Houston and O’Neill are filed, respectively, as Exhibits 10.6, 10.7, 10.8, and 10.9 to this Current Report on Form 8-K.

LTIP Awards

On November 2, 2018, the stockholders of the Company approved the U.S. Well Services, Inc. 2018 Long Term Incentive Plan (the “ LTIP ”), effective upon Closing. The description of the LTIP set forth in the Proxy Statement section titled “Proposal No. 4 – The LTIP Proposal” beginning on page 135 is incorporated herein by reference. A copy of the full text of the LTIP is filed as Exhibit 10.10 to this Current Report on Form 8-K.

The Company issued the following awards of shares of restricted Class A Common Stock under the LTIP on the Closing Date, subject to the executive’s continued employment and the Vesting Conditions to Messrs. Broussard, Houston and Bernard under the LTIP:

Name		Restricted Stock
Joel Broussard		214,900
Matthew Bernard		143,300
Nathan Houston		71,600

Director Compensation

Following the Closing, the Compensation Committee will determine the annual compensation to be paid to the members of the Board.

Certain Relationships and Related Party Transactions

Founder Shares

In March 2016, Sponsor purchased an aggregate of 7,187,500 shares of Class F Common Stock for an aggregate purchase price of $25,000. In May 2016, MPAC effectuated a 1.2-for-1 stock split in the form of a dividend, resulting in an aggregate of 8,625,000 founder shares outstanding. Sponsor subsequently forfeited an aggregate of 500,000 shares of Class F Common Stock for no consideration (which were cancelled) because the underwriter's over-allotment option was not exercised in full in connection with MPAC’s initial public offering.

Private Placement Warrants

In March 2017, Sponsor purchased 14,500,000 private placement warrants for a purchase price of $0.50 per warrant in a private placement that occurred simultaneously with the closing of MPAC’s initial public offering. Each private placement warrant entitles the holder to purchase one-half of one share of our Class A Common Stock at $5.75 per share. The private placement warrants (including the Class A Common Stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of MPAC’s initial business combination.

USWS Related Party Transaction

Information about related party transactions of USWS is set forth in the Proxy Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of USWS – USWS Related Party Transaction” beginning on page 187, which is incorporated herein by reference.

Legal Proceedings

Information about legal proceedings of the Company is set forth in the Proxy Statement in the section entitled “Business of USWS – Legal Proceedings” beginning on page 199, which is incorporated herein by reference.

Company’s Common Equity and Related Stockholder Matters

MPAC

MPAC’s units, shares of Class A Common Stock and warrants were historically quoted on Nasdaq under the symbols “MPACU,” “MPAC” and “MPACW,” respectively. MPAC units commenced public trading on March 10, 2017, and the shares of Class A Common Stock and warrants each commenced separate trading on April 28, 2017.

On July 12, 2018, the trading date before the public announcement of the Business Combination, MPAC’s units, warrants and Class A Common Stock closed at $10.58, $0.70 and $9.92, respectively.

MPAC has not paid any cash dividends on the Class A Common Stock to date. Following completion of the Business Combination, the Board will consider whether or not to institute a dividend policy.

As of the Closing Date, there were 35 holders of record of the Class A Common Stock.

Following the closing of the Business Combination, the Class A Common Stock and warrants will continue to be listed on the Nasdaq under the new trading symbols of “USWS” and “USWSW,” respectively.

On November 9, 2018, in connection with the Closing, all of the units of the Company separated into their component parts of one share of Class A Common Stock and one warrant to purchase one-half of one share of Class A Common Stock, and the units ceased trading on Nasdaq.

USWS

Historical market price information regarding USWS is not provided because there has been no public market for USWS’ equity securities. USWS has not made any cash distributions on their respective equity securities since September 17, 2018.

Recent Sales of Unregistered Securities

In addition to the below, information about unregistered sales of MPAC’s equity securities is set forth in “Part II, Item 15. Recent Sales of Unregistered Securities” of MPAC’s Registration Statement on Form S-1 (File No. 333-216076) filed with the SEC on February 15, 2017.

Other Issuances Related to the Business Combination

In connection with the Closing, the Company issued (i) shares of Class A Common Stock and Class B Common Stock to the Blocker Stockholders and the Non-Blocker USWS Members, respectively, pursuant to the Merger and Contribution Agreement, (ii) shares of Class A Common Stock in connection with the Class F Common Stock Conversion and (iii) shares of Class A Common Stock to Crestview and the PIPE Investors pursuant to their respective subscription agreements, and (iv) shares of Class A Common Stock to Piper and the Lenders. The shares of Class A Common Stock and Class B Common Stock issued were not registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) or Section 3(a)(9) of the Securities Act.

Description of the Company’s Securities

After the Closing, the Company has authorized 440,000,000 shares of capital stock, consisting of (a) 430,000,000 shares of common stock, including (i) 400,000,000 shares of Class A Common Stock, (ii) 20,000,000 shares of Class B Common Stock, and (iii) 10,000,000 shares of Class F Common Stock, and (b) 10,000,000 shares of preferred stock. As of the Closing Date, there were: (a) 35 holders of record of Class A Common Stock and 50,079,676 shares of Class A Common Stock outstanding; (b) 20 holders of record of Class B Common Stock and 14,546,755 shares of Class B Common Stock outstanding; (c) no shares of Class F Common Stock outstanding; (d) no shares of preferred stock outstanding; and (e) four holders of the Company’s warrants and 48,000,000 warrants outstanding. All of the Company’s shares of Class F Common Stock that were not forfeited in connection with the Business Combination were converted into shares of Class A Common Stock on a one-for-one basis at Closing.

Class A Common Stock

Holders of the Class A Common Stock are entitled to one vote for each share held on all matters to be voted on by the Company’s stockholders. Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. Unless specified in the Second Amended and Restated Charter (as defined below) (including any certificate of designation of preferred stock) or the bylaws of the Company, or as required by applicable provisions of the General Corporation Law of the State of Delaware or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by the Company’s stockholders.

In the event of a liquidation, dissolution or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the Class A Common Stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A Common Stock.

Class B Common Stock

In connection with the Business Combination and pursuant to the Merger and Contribution Agreement, the Non-Blocker USWS Members were issued New USWS Units and an equal number of shares of Class B Common Stock. The Non-Blocker USWS Members collectively own all of our outstanding shares of Class B Common Stock. Following the Closing, we expect to maintain a one-to-one ratio between the number of outstanding shares of Class B Common Stock and the number of New USWS Units held by persons other than the Company, so holders of New USWS Units (other than the Company) will have a voting interest in the Company that is proportionate to their economic interest in USWS Holdings. The Second Amended and Restated Charter established the terms of the Class B Common Stock.

The Class B Common Stock are a newly issued class of our common stock, with a par value of $0.0001 per share. The Second Amended and Restated Charter provides that the number of authorized shares of Class B Common Stock is 20,000,000.

Shares of Class B Common Stock (i) may be issued only in connection with the issuance by USWS Holdings of a corresponding number of New USWS Units and only to the person or entity to whom such New USWS Units are issued and (ii) may be registered only in the name of (a) a person or entity to whom shares of Class B Common Stock are issued as described above, (b) its successors and assigns, (c) their respective permitted transferees or (d) any subsequent successors, assigns and permitted transferees. A holder of shares of Class B Common Stock may transfer shares of Class B Common Stock to any transferee (other than the Company) only if, and only to the extent permitted by the A&R USWS Holdings LLC Agreement, such holder also simultaneously transfers an equal number of such holder’s New USWS Units to the same transferee in compliance with the A&R USWS Holdings LLC Agreement.

Holders of shares of our Class B Common Stock will vote together as a single class with holders of shares of our Class A Common Stock on all matters properly submitted to a vote of the stockholders. In addition, holders of shares of Class B Common Stock, voting as a separate class, will be entitled to approve any amendment, alteration or repeal of any provision of our Charter that would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock.

Holders of Class B Common Stock will not be entitled to any dividends from MPAC and will not be entitled to receive any of our assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs.

Preferred Stock

Our Second Amended and Restated Charter authorizes 10,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in this offering.

Warrants

A description of the Company’s public stockholders’ warrants and the private place warrants is set forth in MPAC’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-216076) filed with the SEC on March 1, 2017 in the section titled “Description of Securities—Warrants—Public Stockholders’ Warrants” and “Description of Securities—Warrants—Private Placement Warrants” beginning on pages 121 and 124, respectively, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under “Item 2.01. Completion of Acquisition or Disposition of Assets – Recent Sales of Unregistered Securities” is incorporated in this Item 3.02 by reference.

Item 5.01. Changes in Control of Registrant.

To the extent required, the information set forth under “Introductory Note” and “Item 2.01. Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth under “Item 2.01. Completion of Acquisition or Disposition of Assets – Directors” and “Item 2.01. Completion of Acquisition or Disposition of Assets – Executive Officers” of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Closing Date, MPAC’s Charter was amended and restated (as amended and restated, the “ Second Amended and Restated Charter ”) to, among other things:

change MPAC’s name to “U.S. Well Services, Inc.”;

create a new class of capital stock of MPAC designated as Class B Common Stock;

increase the number of authorized shares of Class A Common Stock from 90,000,000 to 400,000,000 and the number of authorized shares of MPAC’s preferred stock, $0.0001 per share, from 1,000,000 to 10,000,000;

change MPAC’s classified board of directors from two classes, with directors serving two-year terms, to three classes, with directors serving three-year terms;

require a supermajority vote of MPAC stockholders for certain matters; and

make certain other changes to the Charter, including the elimination of certain provisions related to MPAC’s initial business combination that are no longer relevant following the closing of the Business Combination.

A copy of the Second Amended and Restated Charter is filed with this Current Report on Form 8-K as Exhibit 3.1, and the foregoing description of the Second Amended and Restated Charter is qualified in its entirety by reference thereto.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an initial business combination as required by the Charter, the Company ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. The material terms of the Business Combination are described in the Proxy Statement in the section entitled “Proposal No. 1—The Business Combination Proposal” beginning on page 83, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired

The unaudited financial statements of USWS for the nine months ended September 30, 2018 and 2017 are set forth in Exhibit 99.4 hereto and are incorporated herein by reference.

The audited financial statements of USWS for the years ended December 31, 2017, 2016 and 2015 are set forth in the Proxy Statement beginning on page Fin-51 and are incorporated herein by reference.

(b)

Pro Forma Financial Information

(d)

Exhibits

Exhibit No.	Description
2.1	Merger and Contribution Agreement, dated as of July 13, 2018, by and among Matlin & Partners Acquisition Corporation, MPAC Merger Sub LLC, USWS Holdings LLC, certain blocker companies named therein and, solely for purposes described therein, the seller representatives named therein (incorporated by reference to Exhibit 2.1 of MPAC’s Current Report on Form 8-K, filed with the SEC on July 16, 2018).
2.2	Amendment No. 1, dated as of August 9, 2018, to Merger and Contribution Agreement, dated as of July 13, 2018, by and among Matlin & Partners Acquisition Corporation, MPAC Merger Sub LLC, USWS Holdings LLC, certain blocker companies named therein and, solely for purposes described therein, the seller representatives named therein (incorporated by reference to Exhibit 2.1.1 of MPAC’s Quarterly Report on Form 10-Q, filed with the SEC on October 26, 2018).
2.3	Amendment No. 2, dated as of November 2, 2018, to Merger and Contribution Agreement, dated as of July 13, 2018, by and among Matlin & Partners Acquisition Corporation, MPAC Merger Sub LLC, USWS Holdings LLC, certain blocker companies named therein and, solely for purposes described therein, the seller representatives named therein (incorporated by reference to Exhibit 2.1 of MPAC’s Current Report on Form 8-K, filed with the SEC on November 5, 2018).
3.1*	Second Amended and Restated Certificate of Incorporation of U.S. Well Services, Inc.
4.1*	Amended and Restated Registration Rights Agreement, dated as of November 9, 2018, by and among U.S. Well Services, Inc., Matlin & Partners Acquisition Sponsor LLC, the Blocker Stockholders, certain Non-Blocker USWS Members, Crestview, the Lenders, Piper and Joel Broussard.
4.2	Warrant Agreement, dated March 9, 2017, by and between Continental Stock Transfer & Trust Company and Matlin & Partners Acquisition Corporation (incorporated by reference to Exhibit 4.1 of MPAC’s Current Report on Form 8-K, filed with the SEC on March 15, 2017).
10.1*	Amended and Restated Limited Liability Company Agreement of USWS Holdings LLC, dated as of November 9, 2018.
10.2	Sponsor Agreement, dated as of July 13, 2018, by and among Matlin & Partners Acquisition Corporation, USWS Holdings LLC, Matlin & Partners Acquisition Sponsor LLC and, solely for purposes described therein, Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 of MPAC’s Current Report on Form 8-K, filed with the SEC on July 16, 2018).
10.3	Amendment No. 1, dated November 2, 2018, to Sponsor Agreement, dated as of July 13, 2018, by and among Matlin & Partners Acquisition Corporation, USWS Holdings LLC, Matlin & Partners Acquisition Sponsor LLC and, solely for purposes described therein, Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 of MPAC’s Current Report on Form 8-K, filed with the SEC on November 5, 2018).
10.4*	Amendment No. 2, dated November 9, 2018, to Sponsor Agreement, dated as of July 13, 2018, by and among Matlin & Partners Acquisition Corporation, USWS Holdings LLC, Matlin & Partners Acquisition Sponsor LLC and, solely for purposes described therein, Cantor Fitzgerald & Co.
10.5*	Form of Indemnity Agreement.
10.6*	Employment Agreement, dated as of July 13, 2018, by and between U.S. Well Services, Inc. and Joel Broussard.
10.7*	Employment Agreement, dated as of July 13, 2018, by and between U.S. Well Services, Inc. and Matt Bernard.
10.8*	Employment Agreement, dated as of July 13, 2018, by and between U.S. Well Services, Inc. and Nathan Houston.
10.9*	Employment Agreement, dated as of July 13, 2018, by and between U.S. Well Services, Inc. and Kyle O’Neill.
10.10*	U.S. Well Services, Inc. Long Term Incentive Plan.

10.11*	Form of Restricted Stock Award Agreement under the U.S. Well Services, Inc. 2018 Long Term Incentive Plan.
21.1*	Subsidiaries of the Registrant.
99.1*	Selected Historical Financial Information of USWS for the three years ended December 31, 2017 and the nine months ended September 30, 2018 and 2017.
99.2*	Unaudited pro forma condensed consolidated combined financial information of MPAC for the year ended December 31, 2017 and the nine months ended September 30, 2018.
99.3*	Management’s Discussion and Analysis of Financial Condition and Results of Operations of USWS for the nine months ended September 30, 2018 and 2017, and for the years ended December 31, 2017, 2016 and 2015.
99.4*	Unaudited financial statements of USWS for the nine months ended September 30, 2018 and 2017.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. WELL SERVICES, INC.

Date: November 16, 2018	By:	/s/ Kyle O’Neill
		Name: Kyle O’Neill
		Title: Chief Financial Officer

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

U.S. WELL SERVICES, INC.

Article I.

NAME

The name of the Corporation is U.S. Well Services, Inc.

Article II.

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “ Business Combination ”).

Article III.

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

Article IV.

CAPITALIZATION

Section 4.1. Authorized Capital Stock . The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 440,000,000 shares, consisting of (a) 430,000,000 shares of common stock (the “ Common Stock ”), including (i) 400,000,000 shares of Class A Common Stock (the “ Class A Common Stock ”), (ii) 20,000,000 shares of Class B Common Stock (the “ Class B Common Stock ”), and (iii) 10,000,000 shares of Class F Common Stock (the “ Class F Common Stock ”), and (b) 10,000,000 shares of preferred stock (the “ Preferred Stock ”).

Section 4.2. Preferred Stock . The Board of Directors of the Corporation (the “ Board ”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “ Preferred Stock Designation ”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

Section 4.3. No Class Vote on Changes in Authorized Number of Shares of Preferred Stock . Subject to the special rights of the holders of any series of Preferred Stock pursuant to the terms of this Second Amended and Restated Certificate, any Preferred Stock Designation or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 4.4. Common Stock .

(a) Voting .

(i) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.

(ii) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(iii) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock, holders of the Class B Common Stock and holders of the Class F Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

(b) Class B Common Stock .

(i) Certain Definitions . As used in this Second Amended and Restated Certificate:

(1) “ USWS Holdings ” means USWS Holdings LLC, a Delaware limited liability, or any successor entities thereto;

(2) “ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of USWS Holdings, dated as of November 9, 2018, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time; and

(3) “ Common Unit ” means a unit representing limited liability company interests in USWS Holdings and constituting a “Common Unit” as defined in the LLC Agreement as in effect on the effective date of this Second Amended and Restated Certificate.

(ii) Permitted Owners . Shares of Class B Common Stock (1) may be issued only in connection with the issuance by USWS Holdings of a corresponding number of Common Units and only to the person or entity to whom such Common Units are issued and (2) may be registered only in the name of (A) a person or entity to whom shares of Class B Common Stock are issued in accordance with clause (1), (B) its successors and assigns, (C) their respective transferees permitted in accordance with Section 4.4(b)(v) or (D) any subsequent successors, assigns and permitted transferees (collectively, “ Permitted Class B Owners ”).

(iii) Voting . Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Second Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other special rights of the Class B Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class B Common Stock shall, to the extent required by law, be given to those holders of Class B Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Class B Common Stock to take the action were delivered to the Corporation.

(iv) Dividends . Notwithstanding anything to the contrary in this Second Amended and Restated Certificate, other than as set forth in Section 4.(e) , dividends shall not be declared or paid on the Class B Common Stock.

(v) Transfer of Class B Common Stock .

(1) A holder of Class B Common Stock may transfer shares of Class B Common Stock to any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers an equal number of such holder’s Common Units to such transferee in compliance with the LLC Agreement. The transfer restrictions described in this Section 4.4(b)(v)(1) are referred to as the “ Restrictions .”

(2) Any purported transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become the purported owner (“ Purported Owner ”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “ Restricted Shares ”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation or its transfer agent (the “ Transfer Agent ”).

(3) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation, to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(4) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures that are consistent with the provisions of this Section 4.4(b)(v) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.4(b)(v) . Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class B Common Stock.

(5) The Board shall have all powers necessary to implement the Restrictions, including without limitation, the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(vi) Exchange of Class B Common Stock . Shares of Class B Common Stock (together with the same number of Common Units) may be exchanged for shares of Class A Common Stock as provided in the LLC Agreement. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon exchange of shares of Class B Common Stock and Common Units for shares of Class A Common Stock pursuant to the LLC Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such exchange pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such exchange pursuant to the LLC Agreement by delivering to the holder of the shares of Class B Common Stock and Common Units being exchanged (A) shares of Class A Common Stock held in treasury by the Corporation or (B) cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement. All shares of Class A Common Stock that shall be issued upon any such exchange of shares of Class B Common Stock and Common Units pursuant to the LLC Agreement will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and nonassessable.

(vii) Restrictive Legend . All certificates or book entries representing shares of Class B Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may determine):

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

(viii) Liquidation, Dissolution or Winding Up of the Corporation . The holders of Class B Common Stock shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(i) Shares of Class F Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “ Initial Conversion Ratio ”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the initial Business Combination.

(ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “ Offering ”) and related to the closing of the initial Business Combination, all issued and outstanding shares of Class F Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which:

(1) the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding any securities issued or issuable to any seller in the initial Business Combination) plus (B) the number of shares of Class F Common Stock issued and outstanding prior to the closing of the initial Business Combination; and

(2) the denominator shall be the number of shares of Class F Common Stock issued and outstanding prior to the closing of the initial Business Combination.

Notwithstanding anything to the contrary contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity linked securities by the written consent or agreement of holders of a majority of the shares of Class F Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.4(c)(iii) , and (ii) in no event shall the Class F Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.

The foregoing conversion ratio shall also be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of this Second Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class F Common Stock.

Each share of Class F Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.4(c) . The pro rata share for each holder of Class F Common Stock will be determined as follows: Each share of Class F Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class F Common Stock shall be converted pursuant to this Section 4.4(c) and the denominator of which shall be the total number of issued and outstanding shares of Class F Common Stock at the time of conversion.

(iii) Voting . Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class F Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class F Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Second Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class F Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class F Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class F Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class F Common Stock shall, to the extent required by law, be given to those holders of Class F Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Class F Common Stock to take the action were delivered to the Corporation.

(d) Dividends . Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of the shares of Class A Common Stock and Class F Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor, and shall share equally on a per share basis in such dividends and distributions.

(e) Class A Common Stock and Class B Common Stock . In no event shall the shares of either Class A Common Stock or Class B Common Stock be split, divided, or combined (including by way of stock dividend) unless the outstanding shares of the other class shall be proportionately split, divided or combined.

(f) Liquidation, Dissolution or Winding Up of the Corporation . Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Class A Common Stock and Class F Common Stock (but not holders of shares of Class B Common Stock) shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class F Common Stock) held by them.

Section 4.5. Rights and Options . The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however , that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

Article V.

BOARD OF DIRECTORS

Section 5.1. Board Powers . The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Second Amended and Restated Certificate or the Amended and Restated Bylaws of the Corporation (“ Bylaws ”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Second Amended and Restated Certificate, and any Bylaws adopted by the stockholders; provided, however , that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Section 5.2. Number, Election and Term .

(a) The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.

(b) Subject to Section 5.5 , the Board shall be divided into three classes, as nearly equal in number as possible, and designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended and Restated Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended and Restated Certificate; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Second Amended and Restated Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 , if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time this Second Amended and Restated Certificate (and therefore such classification) becomes effective in accordance with the DGCL.

(c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 5.3. Newly Created Directorships and Vacancies . Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In the event of a vacancy on the Board, the remaining directors, except as otherwise provided by law, shall exercise the powers of the full Board until the vacancy is filled.

Section 5.4. Removal . Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of at least sixty-six and two thirds (66⅔) percent of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the director whose removal will be considered at the meeting.

Section 5.5. Preferred Stock — Directors . Notwithstanding any other provision of this Article V , and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Article VI.

BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however , that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Second Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least sixty-six and two thirds (66⅔) percent of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further , however , that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Article VII.

MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 7.1. Meetings . Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

Section 7.2. Advance Notice . Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 7.3. Action by Written Consent . Except as may be otherwise provided for or fixed pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to the Class B Common Stock and the Class F Common Stock, with respect to which action may be taken by written consent.

Article VIII.

LIMITED LIABILITY; INDEMNIFICATION

Section 8.1. Limitation of Director Liability . A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2. Indemnification and Advancement of Expenses .

(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “ indemnitee ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided , however , that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a) , except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b) Any indemnification of a director or officer of the Corporation or advancement of expenses (including attorneys’ fees, costs and charges) under this Section 8.2 shall be made promptly, and in any event within forty-five days (or, in the case of an advancement of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 8.2(a) if required), upon the written request of the director or officer. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advancement of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 8.2(a) if required), the right to indemnification or advancements as granted by this Section 8.2 shall be enforceable by the director or officer in the Court of Chancery of the State of Delaware, which shall be the sole and exclusive forums for any such action. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the maximum extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses where the undertaking required pursuant to Section 8.2(a) , if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the maximum extent permitted by law. Neither the failure of the Corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Second Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(d) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Second Amended and Restated Certificate inconsistent with this Section 8.2 , shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(e) For purposes of this Section 8.2 , references to the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section 8.2 with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.

(f) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

Article IX.

CORPORATE OPPORTUNITY

To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

Article X.

AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Second Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII , all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Second Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article X . In addition to any other vote of holders of capital stock that is required by this Second Amended and Restated Certificate or by law, any amendment or repeal of Section 5.4 or Article VI shall require the affirmative vote of holders of at least sixty-six and two thirds (66 ⅔) percent of the voting power of the then outstanding shares of capital stock entitled to vote on such amendment or repeal.

Article XI.

EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

Section 11.1. Forum . Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate or the Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

Section 11.2. Consent to Jurisdiction . If any action the subject matter of which is within the scope of Section 11.1 immediately above is filed in a court other than a court located within the State of Delaware (a “ Foreign Action ”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 11.1 immediately above (an “ FSC Enforcement Action ”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 11.3. Severability . If any provision or provisions of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any sentence of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI .

Exhibit 4.1

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of November 9, 2018, is made and entered into by and among U.S. Well Services, Inc., a Delaware corporation (formerly Matlin & Partners Acquisition Corporation) (the “ Company ”), the Initial Holders and each Person who becomes a party to this Agreement as a Holder after the date of this Agreement pursuant to Section 5.03 . This agreement amends, restates and replaces in its entirety that certain Registration Rights Agreement, dated March 9, 2017 (the “ Original Agreement ”), by and among the Company, Matlin & Partners Acquisition Sponsor LLC (“ Sponsor ”) and Cantor Fitzgerald & Co. (“ Cantor ” and, together with Sponsor, the “ Initial Investors ”). Capitalized terms used in this Agreement have the meanings given to them in Section 1.01 .

RECITALS

WHEREAS, in connection with the Company’s initial public offering (the “ IPO ”), the Company and the Initial Investors entered into the Original Agreement;

WHEREAS, prior to the Closing, Sponsor owns shares of Class F Common Stock acquired by it prior to the IPO, and, in connection with the Closing, such shares of Class F Common Stock, other than those being canceled in connection with the Closing pursuant to the Parent Sponsor Agreement, are being converted automatically, on a one-for-one basis, into shares of Class A Common Stock (the “ Sponsor Conversion Class A Shares ”) pursuant to the terms of the Company’s amended and restated certificate of incorporation;

WHEREAS, the Initial Investors purchased, in a private placement that was completed simultaneously with the consummation of the IPO, an aggregate of 15,500,000 warrants (the “ Private Placement Warrants ”), issued pursuant to that certain Warrant Agreement, dated as of March 9, 2017 (the “ Warrant Agreement ”), by and between the Company and Continental Stock Transfer and Trust Company, each exercisable for one-half of one share of Class A Common Stock (subject to adjustment as provided in the Warrant Agreement);

WHEREAS, this Agreement is being entered into pursuant to, and in connection with the Closing under, that certain Merger and Contribution Agreement, dated as of July 13, 2018 (as amended, the “ Merger and Contribution Agreement ”), by and among the Company, MPAC Merger Sub LLC, USWS Holdings LLC, a Delaware limited liability company (“ USWS ”), each of the Blocker Companies (as defined therein) and, solely for the purposes specified therein, the Seller Representative (as defined therein);

WHEREAS, pursuant to the terms of the Merger and Contribution Agreement and in connection with the Closing, on the date of this Agreement: (i) the Company is issuing to the Initial Class A Holders an aggregate of 13,532,331 shares of Class A Common Stock (together with any additional shares of Class A Common Stock issued to the Initial Class A Holders after the date hereof pursuant to Section 2.1(d) of the Merger and Contribution Agreement, the “ Blocker Merger Class A Shares ”), (ii) the Company is issuing to the Initial Unit Holders an aggregate of 14,546,755 shares of Class B Common Stock (together with any additional shares of Class B Common Stock issued to the Initial Unit Holders after the date hereof pursuant to Section 2.1(d) of the Merger and Contribution Agreement, the “ Company Merger Class B Shares ”), and (iii) USWS is issuing to the Initial Unit Holders an aggregate of 14,546,755 Common Units (together with any additional Common Units issued to the Initial Unit Holders after the date hereof pursuant to Section 2.1(d) of the Merger and Contribution Agreement, the “ Company Merger Units ”);

WHEREAS, each Common Unit, together with one share of Class B Common Stock, will be exchangeable by the holder thereof for one share of Class A Common Stock pursuant to and in accordance with the terms of the LLC Agreement;

WHEREAS, pursuant to the terms of the Crestview Subscription Agreement and in connection with the Closing: (i) the Company is issuing to the Initial Crestview Holders an aggregate of 20,250,000 shares of Class A Common Stock (the “ Crestview Class A Shares ”), and (ii) the Initial Investors are transferring to the Initial Crestview Holders an aggregate of 7,250,000 Private Placement Warrants (the “ Crestview Private Placement Warrants ”);

WHEREAS, in connection with the Closing, Cantor is transferring to Sponsor, (i) 66,502 shares of Class A Common Stock (together with the Sponsor Conversion Class A Shares, the “ Sponsor Class A Shares ”) and (ii) 532,258 Private Placement Warrants, constituting all of Cantor’s Private Placement Warrants other than those being transferred to the Initial Crestview Holders as described above;

WHEREAS, pursuant to the terms of the Merger and Contribution Agreement and the Employment Agreement dated as of July 13, 2018 by and between the Company and Joel Broussard (“ Broussard ”) and in connection with the Closing, the Company is issuing to Broussard 650,000 shares of Class A Common Stock (the “ CEO Bonus Class A Shares ”);

WHEREAS, pursuant to the terms of the Merger and Contribution Agreement and the Credit Agreement Consent and in connection with the Closing, the Company is issuing to the Initial Lender Holders an aggregate of 1,314,999 shares of Class A Common Stock (the “ Lender Class A Shares ”);

WHEREAS, pursuant to the terms of the Merger and Contribution Agreement and the Engagement Letter and in connection with the Closing, the Company is issuing to Piper Jaffray & Co. (“ Piper Jaffray ”) 509,337 shares of Class A Common Stock (the “ Piper Class A Shares ”);

WHEREAS, the Initial Holders and the Company desire to amend and restate, in its entirety, the Original Agreement to provide certain registration rights under the Securities Act to the Holders with respect to any Registrable Securities that any such Holders may hold from time to time; and

WHEREAS, pursuant to Section 5.5 of the Original Agreement, the Original Agreement may be amended upon the written consent of the Company and the requisite holders specified therein (which Sponsor represents), and such written consent is given by the execution and delivery of this Agreement by the Company and Sponsor.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.
DEFINITIONS

Section 1.01 Definitions . As used in this Agreement:

“ Adoption Agreement ” means an Adoption Agreement in the form attached hereto as Exhibit A .

“ Affiliate ” means (a) as to any Person other than a natural person, any other Person who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person and (b) as to any natural person, (i) any Relative of such Person, (ii) any trust whose primary beneficiaries are one or more of such Person and such Person’s Relatives, (iii) the legal representative or guardian of such Person or any of such Person’s Relatives if one has been appointed and (iv) any other Person controlled by one or more of such Person and any Person referred to in clauses (i), (ii) or (iii) above. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. For the avoidance of doubt, for purposes of this Agreement, (a) (i) the Company, on the one hand, and the Holders, on the other hand, shall not be considered Affiliates and (ii) any fund, entity or account managed, advised or sub-advised, directly or indirectly, by a Holder or any of its Affiliates, shall be considered an Affiliate of such Holder and (b) with respect to any fund, entity or account managed, advised or sub-advised directly or indirectly, by any Holder or any of its Affiliates, the direct or indirect equity owners thereof, including limited partners of any Holder or any Affiliate thereof, shall be considered an Affiliate of such Holder.

“ Agreement ” has the meaning given to such term in the introductory paragraph of this Agreement.

“ Blocker Merger Class A Shares ” has the meaning given to such term in the Recitals.

“ Blocker Merger Consideration ” has the meaning given to such term in the Merger and Contribution Agreement.

“ Broussard ” has the meaning given to such term in the Recitals.

“ Business Day ” shall mean any day other than Saturday, Sunday or a day on which banks in Houston, Texas are authorized or obligated to close.

“ Cantor ” has the meaning given to such term in the introductory paragraph of this Agreement.

“ CEO Bonus Class A Shares ” has the meaning given to such term in the Recitals.

“ Class A Common Stock ” means the Class A Common Stock, par value $0.0001 per share, of the Company.

“ Class B Common Stock ” means the Class B Common Stock, par value $0.0001 per share, of the Company.

“ Class F Common Stock ” means the Class F Common Stock, par value $0.0001 per share, of the Company.

“ Closing ” has the meaning given to such term in the Merger and Contribution Agreement.

“ Commission ” means the Securities and Exchange Commission.

“ Common Units ” has the meaning given to such term in the LLC Agreement.

“ Company ” has the meaning given to such term in the introductory paragraph of this Agreement.

“ Company Merger Class B Shares ” has the meaning given to such term in the Recitals.

“ Company Merger Consideration ” has the meaning given to such term in the Merger and Contribution Agreement.

“ Company Merger Units ” has the meaning given to such term in the Recitals.

“ Company Securities ” means, with respect to any Underwritten Offering, any shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) proposed to be included in such Underwritten Offering by the Company to be sold for the Company’s own account.

“ Credit Agreement Consent ” has the meaning given to such term in the Merger and Contribution Agreement.

“ Crestview Class A Shares ” has the meaning given to such term in the Recitals.

“ Crestview Holders ” means the Initial Crestview Holders and any Holders to whom the rights of registration and other rights granted to the Initial Crestview Holders under this Agreement are transferred pursuant to Section 5.03 , including successive transferees of such rights pursuant to Section 5.03 .

“ Crestview Private Placement Warrants ” has the meaning given to such term in the Recitals.

“ Crestview Registrable Securities ” means (i) the Crestview Class A Shares, (ii) the Crestview Private Placement Warrants and (iii) the shares of Class A Common Stock issuable upon exercise of the Crestview Private Placement Warrants.

“ Crestview Subscription Agreement ” means that certain Subscription Agreement, dated as of July 13, 2018, by and among the Company, the Initial Investors, the Initial Crestview Holders, Crestview Partners III (TE), L.P., a Cayman Islands exempt limited partnership, and Crestview Partners III Co-Investors, L.P., a Cayman Islands exempt limited partnership.

“ Engagement Letter ” has the meaning given to such term in the Merger and Contribution Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

“ Exchange Class A Shares ” means the shares of Class A Common Stock issuable upon the exchange of Company Merger Units and Company Merger Class B Shares pursuant to the LLC Agreement.

“ Former USWS Owner ” means each of the Initial Class A Holders and Initial Unit Holders.

“ Former USWS Owner Holders ” means the Former USWS Holders and any Holders to whom the rights of registration and other rights granted to the Former USWS Owners under this Agreement are transferred pursuant to Section 5.03 , including successive transferees of such rights pursuant to Section 5.03 .

“ Former USWS Owner Registrable Securities ” means (i) the Blocker Merger Class A Shares and (ii) the Exchange Class A Shares.

“ Holder ” means each record holder of Registrable Securities; provided , that, for purposes of this definition and all other references in this Agreement to holding or owning Registrable Securities, (i) a record holder of Company Merger Units and Company Merger Class B Shares shall be deemed to be the record holder of the Registrable Securities issuable upon exchange of such Company Merger Units and Company Merger Class B Shares pursuant to the LLC Agreement and (ii) a record holder of Private Placement Warrants (including, for the avoidance of doubt, Crestview Private Placement Warrants) shall be deemed to be the record holder of the Registrable Securities issuable upon exercise of such Private Placement Warrants.

“ Indemnified Party ” has the meaning given to such term in Section 3.03 .

“ Indemnifying Party ” has the meaning given to such term in Section 3.03 .

“ Initial Class A Holders ” means the Persons entitled to receive the Blocker Merger Consideration pursuant to the Merger and Contribution Agreement.

“ Initial Crestview Holders ” means the Persons to whom the Crestview Class A Shares are issued or to whom the Crestview Private Placement Warrants are transferred in connection with the Closing pursuant to the Crestview Subscription Agreement.

“ Initial Holders ” means the Initial Class A Holders, the Initial Unit Holders, Sponsor, the Initial Crestview Holders, Broussard, the Initial Lender Holders and Piper Jaffray.

“ Initial Investors ” has the meaning given to such term in the introductory paragraph.

“ Initial Lender Holders ” means the Persons entitled to receive the Lender Class A Shares pursuant to the Credit Agreement Consent.

“ Initial Unit Holders ” means the Persons entitled to receive the Company Merger Consideration pursuant to the Merger and Contribution Agreement.

“ IPO ” has the meaning given to such term in the Recitals.

“ Lender Class A Shares ” has the meaning given to such term in the Recitals.

“ Lender Holders ” means the Initial Lender Holders and any Holders to whom the rights of registration and other rights granted to the Initial Lender Holders under this Agreement are transferred pursuant to Section 5.03 , including successive transferees of such rights pursuant to Section 5.03 .

“ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of USWS dated as of the date of this Agreement.

“ Lock-Up Expiration Date ” means the first anniversary of the date of this Agreement.

“ Lock-Up Restrictions ” has the meaning given to such term in Section 5.01(a) .

“ Losses ” has the meaning set forth in Section 3.01 .

“ Majority Holders ” means, at any time, the Holder or Holders of more than 50% of the Registrable Securities at such time.

“ Managing Underwriter ” means, with respect to any Underwritten Offering, the lead book-running manager(s) of such Underwritten Offering.

“ Maximum Number of Securities ” means, with respect to any Underwritten Offering, the maximum number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) that can be sold in such Underwritten Offering without materially adversely affecting the offering price, timing or the probability of success of such Underwritten Offering, as advised by the Managing Underwriter for such Underwritten Offering pursuant to Section 2.02(c) or Section 2.04(c) , as applicable.

“ Merger and Contribution Agreement ” has the meaning given to such term in the Recitals.

“ Minimum Number of Registrable Securities ” means (i) solely with respect to a Shelf Underwritten Offering Request made prior to the one-year anniversary of the date of this Agreement, 1 Registrable Security and (ii) in all other cases, 500,000 Registrable Securities; provided, however , that in each case such numbers of Registrable Securities shall be appropriately adjusted in connection with any event described in Section 6.05 .

“ Opt-Out Notice ” has the meaning given to such term in Section 2.04(b) .

“ Original Agreement ” has the meaning given to such term in the introductory paragraph.

“ Other Securities ” means, with respect to any Underwritten Offering, any shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) requested to be included in such Underwritten Offering by any Person (other than a Holder) having contractual registration rights with respect to such Underwritten Offering.

“ Parent Sponsor Agreement ” has the meaning given to such term in the Merger and Contribution Agreement.

“ Permitted Transferee ” means, with respect to any Holder, any Affiliate of such Holder, in each case provided that such Transferee has delivered to the Company a duly executed Adoption Agreement.

“ Person ” means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“ Piggybacking Holder ” has the meaning set forth in Section 2.04(a) .

“ Piggyback Underwritten Offering ” has the meaning set forth in Section 2.04(a) .

“ Piper Class A Shares ” has the meaning given to such term in the Recitals.

“ Piper Jaffray ” has the meaning given to such term in the Recitals.

“ Private Placement Warrants ” has the meaning given to such term in the Recitals.

“ Registrable Securities ” means (a) the Former USWS Owner Registrable Securities, (b) the Sponsor Registrable Securities, (c) the Crestview Registrable Securities, (d) the CEO Bonus Class A Shares, (e) the Lender Class A Shares, (f) the Piper Class A Shares and (g) any other equity security issued or issuable (including upon exercise of Private Placement Warrants) with respect to any Registrable Security by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however , that a Registrable Security shall cease to be a Registrable Security when: (i) a Registration Statement covering such Registrable Security has become effective under the Securities Act and such Registrable Security has been sold, transferred, disposed of or exchanged in accordance with such Registration Statement, (ii) such Registrable Security (or the Company Merger Unit and Company Merger Class B Share exchangeable for such Registrable Security) is disposed of under Rule 144 under the Securities Act (or any successor or similar rule adopted by the Commission then in effect) or any other exemption from the registration requirements of the Securities Act as a result of which the legend on any certificate or book-entry notation representing such Registrable Security (or such Company Merger Unit and Company Merger Class B Share) restricting transfer of such Registrable Security (or such Company Merger Unit and Company Merger Class B Share) has been removed, or (iii) such Registrable Security (or Company Merger Unit and Company Merger Class B Share exchangeable for such Registrable Security) has been sold or disposed of in a transaction in which the Transferor’s rights under this Agreement are not assigned to the Transferee pursuant to Section 5.03 ; and provided , further , that any security that has ceased to be a Registrable Security shall not thereafter become a Registrable Security and any security that is issued or distributed in respect of a security that has ceased to be a Registrable Security shall not be a Registrable Security.

“ Registration Expenses ” means all expenses incurred by the Company in complying with Article II , including, without limitation, all registration and filing fees, printing expenses, road show expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority, Inc., and fees of transfer agents and registrars, but excluding any Selling Expenses.

“ Registration Statement ” means any registration statement of the Company filed or to be filed with the Commission under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“ Relative ” means, with respect to any natural person: (a) such Person’s spouse, (b) any lineal descendant, parent, grandparent, great grandparent or sibling of such Person or any lineal descendant of any such sibling (in each case whether by blood or legal adoption), and (c) the spouse of a Person described in clause (b) of this definition.

“ Requesting Holders ” has the meaning set forth in Section 2.02(a) .

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time from time to time.

“ Selling Expenses ” means all (a) underwriting fees, discounts and selling commissions allocable to the sale of Registrable Securities, (b) transfer taxes allocable to the sale of the Registrable Securities, (c) costs or expenses related to any roadshows conducted in connection with the marketing of any Shelf Underwritten Offering, and (d) fees and expenses of counsel engaged by any Holders (subject to Article III ).

“ Selling Holder ” means a Holder selling Registrable Securities pursuant to a Registration Statement.

“ Shelf Piggybacking Holder ” has the meaning given to such term in Section 2.02(b) .

“ Shelf Registration Statement ” has the meaning given to such term in Section 2.01(a) .

“ Shelf Underwritten Offering ” has the meaning given to such term in Section 2.02(a) .

“ Shelf Underwritten Offering Request ” has the meaning given to such term in Section 2.02(a) .

“ Sponsor ” has the meaning given to such term in the introductory paragraph of this Agreement.

“ Sponsor Class A Shares ” has the meaning given to such term in the Recitals.

“ Sponsor Conversion Class A Shares ” has the meaning given to such term in the Recitals.

“ Sponsor Holders ” means Sponsor and any Holders to whom the rights of registration and other rights granted to Sponsor under this Agreement are transferred pursuant to Section 5.03 , including successive transferees of such rights pursuant to Section 5.03 .

“ Sponsor Private Placement Warrants ” means the Private Placement Warrants other than the Crestview Private Placement Warrants.

“ Sponsor Registrable Securities ” means (i) the Sponsor Class A Shares, (ii) the Sponsor Private Placement Warrants and (iii) the shares of Class A Common Stock issuable upon exercise of the Sponsor Private Placement Warrants.

“ Suspension Period ” has the meaning given to such term in Section 2.03 .

“ Transfer ” means any offer, sale, pledge, encumbrance, hypothecation, entry into any contract to sell, grant of an option to purchase, short sale, assignment, transfer, exchange, gift, bequest or other disposition, direct or indirect, in whole or in part, by operation of law or otherwise. “Transfer,” when used as a verb, and “Transferee” and “Transferor” have correlative meanings.

“ Underwritten Offering ” means an offering (including an offering pursuant to the Shelf Registration Statement) in which shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) are sold to an underwriter on a firm commitment basis for reoffering to the public.

“ Underwritten Offering Filing ” means (a) with respect to a Shelf Underwritten Offering, a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to the Shelf Registration Statement relating to such Shelf Underwritten Offering, and (b) with respect to a Piggyback Underwritten Offering, (i) a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf Registration Statement) in which Registrable Securities could be included and Holders could be named as selling security holders without the filing of a post-effective amendment thereto (other than a post-effective amendment that becomes effective upon filing) or (ii) a Registration Statement (other than the Shelf Registration Statement), in each case relating to such Piggyback Underwritten Offering.

“ USWS ” has the meaning given to such term in the Recitals.

Article II.
REGISTRATION RIGHTS

Section 2.01 Shelf Registration .

(a) As soon as practicable after, but in any event within 30 days after, the date of this Agreement, the Company shall file a Registration Statement (such Registration Statement and any other Registration Statement contemplated by Section 2.01(b) or Section 2.01(c) , the “ Shelf Registration Statement ”) under the Securities Act to permit the public resale of all the Registrable Securities by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar rule adopted by the Commission then in effect) and shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof. The Company shall notify the Holders of the effectiveness of the Shelf Registration Statement promptly after it becomes effective.

(b) The Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not available, on such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities; provided , however , that if the Company has filed the Shelf Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form, the Company shall (i) file a post-effective amendment to the Shelf Registration Statement converting such Registration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or (ii) withdraw the Shelf Registration Statement on Form S-1 and file a subsequent Shelf Registration Statement on Form S-3 or any equivalent or successor form. The Shelf Registration Statement shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar rule adopted by the Commission then in effect) at any time beginning on the date the Shelf Registration Statement becomes effective and shall provide for the resale of the Registrable Securities pursuant to any method or combination of methods legally available to the Holders and requested by the Majority Holders.

(c) The Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities by the Holders until all of the Registrable Securities have ceased to be Registrable Securities or the earlier termination of this Agreement (as to all Holders) pursuant to Section 6.01 .

(d) When effective, the Shelf Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Shelf Registration Statement, in the light of the circumstances under which such statements are made).

Section 2.02 Shelf Underwritten Offerings .

(a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $25 million from such Underwritten Offering, the Company shall, at the request (a “ Shelf Underwritten Offering Request ”) of such Holder or Holders (in such capacity, the “ Requesting Holders ”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected pursuant to Section 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition, subject to Section 2.02(c) , of such Registrable Securities and the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “ Shelf Underwritten Offering ”); provided, however , that the Company shall have no obligation to facilitate or participate in more than (i) one Shelf Underwritten Offering during any 180-day period or (ii) (A) a total of three Shelf Underwritten Offerings initiated by Requesting Holders who are Sponsor Holders, (B) a total of five Shelf Underwritten Offerings initiated by Requesting Holders who are Former USWS Owner Holders or Lender Holders or (C) a total of three Shelf Underwritten Offerings initiated by Requesting Holders who are Crestview Holders; provided further , that a Shelf Underwritten Offering that is commenced but terminated for any reason prior to the execution of an underwriting agreement with respect thereto will not be counted as a Shelf Underwritten Offering for purposes of the foregoing limitations on the number Shelf Underwritten Offerings.

(b) If the Company receives a Shelf Underwritten Offering Request, it will give written notice of such proposed Shelf Underwritten Offering to each Holder (other than the Requesting Holders) that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the related Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) that are proposed to be included in such Shelf Underwritten Offering, and of such Holders’ rights under this Section 2.02(b) . Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided , that if the Shelf Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company and the Requesting Holders that the giving of notice pursuant to this Section 2.02(b) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering); and provided further , that the Company shall not so notify any such other Holder that has notified the Company (and not revoked such notice) requesting that such Holder not receive notice from the Company of any proposed Shelf Underwritten Offering. Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.02(b) to request inclusion of Registrable Securities in the Shelf Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “ Shelf Piggybacking Holder ”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Shelf Underwritten Offering.

(c) If the Managing Underwriter of the Shelf Underwritten Offering shall advise the Company and the Requesting Holders in writing, with a copy to be provided upon request to any Shelf Piggybacking Holder, of its belief that the number of Registrable Securities requested to be included in such Shelf Underwritten Offering by the Requesting Holders and any Shelf Piggybacking Holders, together with any Other Securities or Company Securities requested or proposed to be included in such Shelf Underwritten Offering, exceeds the Maximum Number of Securities for such Shelf Underwritten Offering, then Registrable Securities, Other Securities and Company Securities shall be included in the Shelf Underwritten Offering, up to the Maximum Number of Securities (as set forth in such written advice from the Managing Underwriter), in the following priority:

(i) first , the Registrable Securities requested to be included in such Shelf Underwritten Offering by the Requesting Holders and the Shelf Piggybacking Holders, pro rata among the Requesting Holders and the Shelf Piggybacking Holders based on the respective numbers of Registrable Securities that each requested be included); and

(ii) second , to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), any Other Securities or Company Securities requested or proposed to be included in such Shelf Underwritten Offering allocated, as applicable, in accordance with the order of priority established in the agreement or agreements granting the registration rights with respect to any such Other Securities.

(d) The Managing Underwriter and any other underwriters for any Shelf Underwritten Offering shall be selected by the Company; provided that the Managing Underwriter shall be reasonably acceptable to the Requesting Holders. The Requesting Holders shall determine the pricing of the Registrable Securities offered pursuant to any Shelf Underwritten Offering and the applicable underwriting discounts and commissions and determine the timing of any such Shelf Underwritten Offering, subject to Section 2.03 .

Section 2.03 Delay and Suspension Rights . Notwithstanding any other provision of this Agreement, the Company may (i) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (ii) suspend the Holders’ use of any prospectus that is a part of the Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in the Shelf Registration Statement ( provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall discontinue sales of Registrable Securities pursuant to the Shelf Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 60 days, if the Company determines (A) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing or other transaction involving the Company, including a proposed sale of Class A Common Stock by the Company for its own account, (B) that such registration or offering would render the Company unable to comply with applicable securities laws or (C) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “ Suspension Period ”); provided , however , that in no event shall any Suspension Periods collectively exceed an aggregate of 120 days in any twelve-month period.

Section 2.04 Piggyback Registration Rights .

(a) Subject to Section 2.04(c) , if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) for its own account or for the account of any other Persons who have or have been granted registration rights (a “ Piggyback Underwritten Offering ”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a) . Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided , that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.04(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “ Piggybacking Holder ”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.04(c) , the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however , that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the Company Securities or Other Securities, as applicable.

(b) Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Any Holder may deliver written notice (an “ Opt-Out Notice ”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided , however , that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Holder (unless subsequently revoked), the Company shall not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.04 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering.

(c) If the Managing Underwriter of the Piggyback Underwritten Offering shall advise the Company of its belief that the number of Registrable Securities requested to be included in such Piggyback Underwritten Offering, together with the number of Company Securities and Other Securities proposed or requested to be included in such Piggyback Underwritten Offering, exceeds the Maximum Number of Securities for such Piggyback Underwritten Offering, then Company Securities, Other Securities and Registrable Securities shall be included in the Piggyback Underwritten Offering, up to the Maximum Number of Securities (as set forth in such written advice from the Managing Underwriter), in the following priority:

(i) If the Piggyback Underwritten Offering is initiated for the account of the Company:

(1) first , all of the Company Securities proposed to be included therein;

(2) second , to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities requested to be included by the Piggybacking Holders and any Other Securities requested to be included by Persons having rights of registration on parity with the Piggybacking Holders with respect to such offering, pro rata among the Piggybacking Holders and such other Persons based on the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) each requested to be included; and

(3) third , any Other Securities requested to be included by Persons having rights of registration that are subordinate to the rights of the Piggybacking Holders with respect to such offering.

(ii) If the Piggyback Underwritten Offering is initiated for the account of any other Persons who have or have been granted registration rights:

(1) first , all of the Other Securities requested to be included therein by such Persons;

(2) second , to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities requested to be included by the Piggybacking Holders and any Other Securities requested to be included by Persons (other than those for the account of which the Piggyback Underwritten Offering is initiated) having rights of registration on parity with the Piggybacking Holders with respect to such offering, pro rata among the Piggybacking Holders and such other Persons based on the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) each requested to be included; and

(3) third , to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1) and (2), any Company Securities proposed to be included and any Other Securities requested to be included by Persons (other than those for the account of which the Piggyback Underwritten Offering is initiated) having rights of registration that are subordinate to the rights of the Piggybacking Holders with respect to such offering, allocated, as applicable, in accordance with the order of priority established in the agreement or agreements granting the registration rights with respect to any such Other Securities.

(d) The Company or the other Persons for the account of which the Piggyback Underwritten Offering is initiated, as applicable, shall select the underwriters in any Piggyback Underwritten Offering and shall determine the pricing of the shares of Class A Common Stock (or other securities of the same class as Registrable Securities) offered pursuant to any Piggyback Underwritten Offering, the applicable underwriting discounts and commissions and the timing of any such Piggyback Underwritten Offering.

Section 2.05 Participation in Underwritten Offerings .

(a) In connection with any Underwritten Offering contemplated by Section 2.02 or Section 2.04 , the underwriting agreement into which each Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III ) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

(b) In connection with any Piggyback Underwritten Offering in which any Holder has the right to include Registrable Securities pursuant to Section 2.04 , such Holder agrees (A) to supply any information reasonably requested by the Company in connection with the preparation of a Registration Statement and/or any other documents relating to such registered offering and (B) to execute and deliver any agreements and instruments being executed by all holders on substantially the same terms reasonably requested by the Company or the Managing Underwriter, as applicable, to effectuate such registered offering, including, without limitation, underwriting agreements (subject to Section 2.05(a) ), custody agreements, lock-ups, “hold back” agreements pursuant to which such Holder agrees not to sell or purchase any securities of the Company for the same period of time following the registered offering as is agreed to by the Company and the other participating holders, powers of attorney and questionnaires.

(c) If the Company or Managing Underwriter, as applicable, requests that the Holders take any of the actions referred to in clause (B) of Section 2.05(b) , the Holders shall take such action promptly but in any event within three Business Days following the date of such request.

Section 2.06 Registration Procedures .

(a) In connection with its obligations under this Article II , the Company will:

(i) promptly prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement;

(ii) furnish to each Selling Holder such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including without limitation all exhibits), such number of copies of the prospectus contained in such Registration Statement (including without limitation each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;

(iii) if applicable, use commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(iv) in connection with an Underwritten Offering, use all commercially reasonable efforts to provide to each Selling Holder a copy of any auditor “comfort” letters and customary legal opinions, in each case that have been provided to the Managing Underwriter in connection with the Underwritten Offering;

(v) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(vi) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, and shall furnish to each such seller at least the Business Day prior to the filing thereof a copy of any amendment or supplement to such Registration Statement or prospectus;

(vii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(viii) cause all Registrable Securities covered by such Registration Statement to be listed on any securities exchange on which the Class A Common Stock is then listed; and

(ix) enter into such customary agreements and take such other actions as the Holder or Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.

(b) Each Holder agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.06(a)(v) , such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.06(a)(v) as filed with the Commission or until it is advised in writing by the Company that the use of such Registration Statement may be resumed, and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company may provide appropriate stop orders to enforce the provisions of this Section 2.06(b) .

Section 2.07 Cooperation by Holders . The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten Offering if such Holder has failed to timely furnish such information that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.08 Restrictions on Public Sale by Holders . Each Holder agrees not to effect any public sale or distribution of Registrable Securities for a period of up to 90 days following completion of an Underwritten Offering of equity securities by the Company; provided that (a) the Company gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (b) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on the Company or on the officers or directors or any other shareholder of the Company on whom a restriction is imposed; provided further , that this Section 2.08 shall not apply to any Holder that, (i) together with such Holder’s Affiliates, holds less than 5% of the Company’s outstanding Class A Common Stock or (ii) has delivered (and not revoked) an Opt-Out Notice to the Company.

Section 2.09 Expenses . The Company shall be responsible for all Registration Expenses incident to its performance of or compliance with its obligations under this Article II . Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder.

Section 2.10 Other Registration Rights . From and after the date hereof, the Company shall not, without the prior written consent of the Majority Holders, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any Underwritten Offering Filing on a basis other than pari passu with, or expressly subordinate to, the piggyback rights of the Holders hereunder; provided , that in no event shall the Company enter into any agreement that would permit another holder of securities of the Company to participate on a pari passu basis (in terms of priority of cut-back based on advice of underwriters) with the Holders in a Shelf Underwritten Offering.

Article III.
INDEMNIFICATION AND CONTRIBUTION

Section 3.01 Indemnification by the Company . The Company will indemnify and hold harmless each Selling Holder, its officers and directors and each Person (if any) that controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities, costs and expenses (including attorneys’ fees) (“ Losses ”) caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statement is made), provided, however , that such indemnity shall not apply to that portion of such Losses caused by, or arising out of, any untrue statement, or alleged untrue statement or any such omission or alleged omission, to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Holder expressly for use therein.

Section 3.02 Indemnification by the Holders . Each Holder agrees to indemnify and hold harmless the Company, its officers and directors and each Person (if any) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statement is made), only to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.

Section 3.03 Indemnification Procedures . In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.01 or Section 3.02 , such Person (the “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article III , except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice), and the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided , however , that (i) if the Indemnifying Party fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (ii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction, except to the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Section 3.04 Contribution .

(a) If the indemnification provided for in this Article III is unavailable to an Indemnified Party in respect of any losses, claims, damages or liabilities in respect of which indemnity is to be provided hereunder, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of such party in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company (on the one hand) and an Holder (on the other hand) shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b) The Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Article III were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 3.04(a) . The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in Section 3.04(a) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article III , no Holder shall be liable for indemnification or contribution pursuant to this Article III for any amount in excess of the net proceeds of the offering received by such Holder, less the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Article IV.
RULE 144

With a view to making available the benefits of certain rules and regulations of the Commission that may permit the resale of the Registrable Securities without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or any successor or similar rule adopted by the Commission then in effect), at all times from and after the date hereof;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act (or any successor or similar rule adopted by the Commission then in effect) and (ii) unless otherwise available via the Commission’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Article V.
RESTRICTIONS ON TRANSFER; LEGENDS; TRANSFER OF RIGHTS

Section 5.01 Restrictions on Transfer .

(a) Each of the Former USWS Owners and Piper Jaffray agrees that, prior to the Lock-Up Expiration Date, it will not directly or indirectly Transfer all or any part of, as applicable to such Former USWS Owner or Piper Jaffray, (i) its Blocker Merger Class A Shares, (ii) its Company Merger Units and Company Merger Class B Shares or the Exchange Class A Shares issued or issuable upon the exchange of its Company Merger Units and Company Merger Class B Shares, or (iii) the Piper Class A Shares, or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in the Company or USWS pursuant thereto (the foregoing restrictions are hereinafter referred to as the “ Lock-Up Restrictions ”).

(b) Notwithstanding the foregoing, the Lock-Up Restrictions shall not apply to:

(i) any Transfer to a Permitted Transferee;

(ii) any exchange of Company Merger Units and Company Merger Class B Shares for Exchange Class A Shares pursuant to the terms of the LLC Agreement;

(iii) any Transfer pursuant to any merger, consolidation or other business combination of the Company;

(iv) any Transfer of Registrable Securities effected on or after the day that is 180 days after the date of this Agreement pursuant to an Underwritten Offering, provided , however , that the aggregate number of Registrable Securities transferred by each Holder that is a Former USWS Owner, Piper Jaffray or their respective Permitted Transferees pursuant to this clause (iv) shall not exceed 50% of the number of Registrable Securities held by such Holder on the date of this Agreement;

(v) any Transfer by Piper Jaffray or its Permitted Transferees made with the prior approval of the board of directors of the Company (including at least one director who was initially designated by the Company to be a director of the Company upon the Closing), which approval may constitute approval of a specific Transfer or a more general full or partial waiver of the Lock-Up Restrictions; or

(vi) any Transfer by a Former USWS Owner or its Permitted Transferees made with the prior approval of the board of directors of the Company (including at least one director who was initially designated by the Company to be a director of the Company upon the Closing) (subject to the terms of the Crestview Subscription Agreement), which approval may constitute approval of a specific Transfer or a more general full or partial waiver of the Lock-Up Restrictions.

Section 5.02 Share Legend . Until the Lock-Up Expiration Date, each certificate or book-entry notation representing Blocker Merger Class A Shares, Piper Class A Shares, Company Merger Units, Company Merger Class B Shares or Exchange Class A Shares shall bear a legend in substantially the following form (in addition to any legend related to restrictions on Transfer under applicable securities laws and, in the case of Company Merger Units and Company Merger Class B shares, as required by the LLC Agreement or the Company’s certificate of incorporation, as applicable):

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 9, 2018 BY AND AMONG U.S. WELL SERVICES, INC. AND THE HOLDERS PARTY THERETO.

Section 5.03 Transfer of Rights . The rights to registration and other rights under this Agreement may be assigned to a Transferee of Registrable Securities if (a) such Transferee is a Permitted Transferee or (b) such Transferee is acquiring at least the Minimum Number of Registrable Securities and such Transferee has delivered to the Company a duly executed Adoption Agreement.

Article VI.
MISCELLANEOUS

Section 6.01 Termination . This Agreement shall terminate, and the parties shall have no further rights or obligations hereunder on (a) the fifth anniversary of the date hereof or (b) as to any Holder, on such earlier date on which both (i) such Holder, together with such Holder’s Affiliates, owns less than 2,000,000 Registrable Securities and (ii) all Registrable Securities owned by such Holder and such Holder’s Affiliates may be sold without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act (or any successor or similar rule adopted by the Commission then in effect).

Section 6.02 Notices . Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery or email. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed, in the case of notices delivered by courier service or hand delivery, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) and in the case of email, when sent. Any notice or communication under this Agreement must be addressed:

(i) if to the Company:

U.S. Well Services, Inc.

770 South Post Oak Lane, Suite 405

Houston, Texas 77056

Attn: Joel Broussard

Email: joelb@uswellservices.com

with a copy (which shall not constitute notice) to:

Winston & Strawn LLP
355 S Grand Ave, 33rd Floor
Los Angeles, CA 90071
Attn: Justin E. Rawlins
Email: jrawlins@winston.com

(ii) if to any Holder, at such Holder’s address as set forth on the signature pages hereto or in its Adoption Agreement, as applicable.

Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective upon receipt of such notice as provided in this Section 6.01 .

Section 6.03 Binding Effect; Assignment; No Third-Party Beneficiaries . This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and each Holder and its successors and assigns. Except as provided in Section 5.03 , neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any Holder without the prior written consent of the Company. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in Article III .

Section 6.04 Entire Agreement . This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith.

Section 6.05 Adjustments Affecting Registrable Securities . The provisions of this Agreement shall apply to any and all shares of capital stock of the Company or any successor or assignee of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution for the Registrable Securities, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect the intent and meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with respect to the capital stock of the Company as so changed.

Section 6.06 Counterparts . This Agreement may be executed in multiple counterparts (including electronic .pdf counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

Section 6.07 Governing Law . NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

Section 6.08 Venue and Jurisdiction; Waiver of Jury Trial .

(a) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or the Transactions shall be brought and determined by courts of the State of New York located in the Borough of Manhattan, City of New York and the federal courts of the United States of America located in the State of New York, Southern District, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement.

(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND WITH RESPECT TO ANY COUNTERCLAIM RELATED THERETO.

Section 6.09 Amendments and Modifications; Waiver . This Agreement may be amended or modified only by a written instrument duly executed by the Company and the Majority Holders; provided , however , that notwithstanding the foregoing, any such amendment or modification that adversely affects any Holder in a manner that is materially different from any other Holder shall require the consent of each Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

	COMPANY :

	U.S. WELL SERVICES, INC.

	By:	/s/ Joel N. Broussard
		Name: Joel N. Broussard
		Title: President and Chief Executive Officer

	Address for Notice:
		770 S. Post Oak Lane Suite 405 Houston, Texas 77056