Exhibit 10.1

Execution Version

CONSENT AND SIXTH AMENDMENT TO

SENIOR SECURED TERM LOAN CREDIT AGREEMENT

This CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of February 28, 2022 (this “Sixth Amendment”), is made by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (the “Holdings”, together with the Parent, the Borrower and the Subsidiary Guarantors, the “Loan Parties” and each a “Loan Party”), CLMG Corp., as Administrative Agent (the “Administrative Agent”), CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”, and together with the Administrative Agent, the “Agents”), and the Lenders (defined below) and is made with reference to the Credit Agreement (as defined below), and certain other financial institutions party thereto from time to time. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Credit Agreement.

RECITALS:

WHEREAS, reference is made to the Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019, among the Parent, Holdings, the Borrower, the Subsidiary Guarantors, the lenders party thereto (the “Lenders”), CLMG CORP., as Administrative Agent and Term Loan Collateral Agent (as amended by the First Technical Supplemental Amendment thereto dated June 14, 2019, the Second Amendment thereto dated April 1, 2020, the Third Amendment thereto dated July 30, 2020, the Fourth Amendment thereto dated November 12, 2020, and the Consent and Fifth Amendment thereto dated June 24, 2021, and as may be further amended, supplemented, amended and restated or otherwise modified from time to time prior to the Sixth Amendment Effective Date, the “Original Credit Agreement”);

WHEREAS, pursuant to this Sixth Amendment, the Borrower has requested, and the Administrative Agent and the Lenders have agreed, subject to the terms and conditions of this Sixth Amendment, to amend the Original Credit Agreement on the Sixth Amendment Effective Date, as specified in Section 1 below;

WHEREAS, pursuant to Section 9.01 of the Credit Agreement, certain amendments and consents set forth in this Sixth Amendment may be entered into only with the consent of each lender under the Original Credit Agreement; and

WHEREAS, prior to the Sixth Amendment Effective Date, the Borrower requested that the Term Loan C Lenders (as defined in the Credit Agreement) make last-out term loans pursuant to a Term Loan C Facility in an aggregate principal amount of $10,000,000, which amount may be increased by the lenders providing such Term Loan C Facility (collectively, the “Term Loan C Lenders”) in an amount not to exceed $25,000,000, for a total aggregate principal amount of up to $35,000,000, subject to the terms and conditions set forth in the Credit Agreement, that certain Agreement Among Lenders dated as of the Sixth Amendment Effective Date among each of the Loan Parties, each of the lenders under the Original Credit Agreement, each of the Term Loan C Lenders and the Administrative Agent (the “Agreement Among Lenders”) and each of the other Loan Documents.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

AGREEMENT:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.

Pursuant to Section 9.01 of the Credit Agreement, each of the Lenders, the Administrative Agent, and each of the Loan Parties consents to the amendment of the Original Credit Agreement made as of the Sixth Amendment Effective Date to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto (the Original Credit Agreement as so amended, the “Credit Agreement”).

SECTION 2. CONSENT.

As of the Sixth Amendment Effective Date, and subject to the conditions set out in this Sixth Amendment, the Credit Agreement and the Agreement Among Lenders, each of the Agents and Lenders hereby consents to the incurrence of the Term C Loans by the Borrower in a total aggregate principal amount of up to $35,000,000, plus all increases to the outstanding principal amount of Term C Loans in the aggregate for interest, fees, or other amounts which are payable-in-kind, subject to the terms and conditions contained in the Credit Agreement, the Agreement Among Lenders and each of the other Loan Documents.

SECTION 3. JOINDER.

Each Term Loan C Lender hereby joins, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound, in each case to the same extent as if such Term Loan C Lender were an original signatory to the Credit Agreement. Each Term Loan C Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.

SECTION 4. CONDITIONS TO EFFECTIVENESS.

This Sixth Amendment shall become effective on and as of the first date (the “Sixth Amendment Effective Date”) on which the Administrative Agent determines in its sole and absolute discretion that the following conditions precedent have been satisfied:

(a) the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, duly executed copies of this Sixth Amendment by each party hereto (which may include a copy transmitted by PDF or other electronic method);

(b) the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, duly executed copies of the Agreement Among Lenders, by each party thereto (which may include a copy transmitted by PDF or other electronic method);

(c) the Administrative Agent and the Term Loan C Lenders shall have received on or before the Sixth Amendment Effective Date, duly executed copies of the Term Loan C Side Letter, by each party thereto (which may include a copy transmitted by PDF or other electronic method);

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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(d) the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, the Notes, duly executed and delivered by the Borrower and payable to the order of the Lenders;

(e) certified copies of the resolutions of the board of directors of the Parent and authorizations of the sole member or general partner, as applicable, of each other Loan Party, approving the Sixth Amendment and the transactions contemplated thereby, and of all documents evidencing other necessary organizational action and governmental and other third party approvals and consents, if any, with respect to the Sixth Amendment to which it is or is to be a party and the transactions contemplated thereby;

(f) in the case of the Parent, a certificate of the Parent, executed by an officer or a director of the Parent, in the case of each other Loan Party, a certificate of the sole member, general partner or other governing Person(s), as applicable, of such Loan Party, Parent or Holdings, executed by an officer or a director of such sole member, general partner or other governing Person(s), in each case, certifying the name and true signature of the authorized Person or representative of such Loan Party, Parent or Holdings, as applicable, authorized to sign the Sixth Amendment and the other documents to be delivered hereunder;

(g) a certificate in substantially the form of Exhibit E of the Credit Agreement, attesting to the Solvency of the Parent and its Subsidiaries on a Consolidated basis after giving effect to the Sixth Amendment and the transactions contemplated thereby, from its chief financial officer;

(h) a certificate of the Parent and each other Loan Party signed on behalf of such Person by a Responsible Officer, dated the Sixth Amendment Effective Date (the statements made in which certificate shall be true on and as of the Sixth Amendment Effective Date), certifying as to the absence of any amendments to the certificate of formation or other constituent documentation, as the case may be, of such Person since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(ix) of the Credit Agreement;

(i) immediately prior to and after giving effect to this Sixth Amendment, all representations and warranties of each Loan Party contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date of this Sixth Amendment and the Sixth Amendment Effective Date as if made on and as of such date (or if stated to have been made at an earlier date, were true and correct in all material respects as of such earlier date) (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects);

(j) after giving effect to this Sixth Amendment, no Default or Event of Default has occurred and is continuing;

(k) the Administrative Agent and the Lenders (including, for the avoidance of doubt, the Term Loan C Lenders) shall have been paid or reimbursed by the Borrower for all costs and expenses associated with the preparation, negotiation and execution of this Sixth Amendment and the other instruments and documents to be delivered hereunder and in connection with the transactions contemplated hereby (including, the reasonable, documented and out-of-pocket accrued and unpaid fees and expenses of counsel thereto to the extent invoiced at least one (1) Business Day prior to the Sixth Amendment Effective Date);

(l) the Borrower shall have made in full (and the Administrative Agent shall have received) all payments (including all Scheduled Amortization Payments (as defined in the Original Credit Agreement), interest, fees, costs and expenses) due under the Loan Documents prior to the Sixth Amendment Effective Date (without giving effect to any amendments to the Original Credit Agreement made as of the Sixth Amendment Effective Date);

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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(m) except for any Governmental Authorizations required in connection with the Lenders’ exercise of remedies under the Loan Documents, all Governmental Authorizations and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby shall have been obtained and shall be or remain in effect as of the Sixth Amendment Effective Date;

(n) there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened in writing before any Governmental Authority that (i) other than as set forth on Schedule IV of the Credit Agreement, could reasonably be expected to have a Material Adverse Effect or materially impair or interfere with the operations of any Loan Party or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby;

(o) the Administrative Agent shall have received copies of Uniform Commercial Code financing statement, fixture, judgment, litigation and bankruptcy search reports that relate to or pertain to the Loan Parties, the result if which shall be satisfactory to the Administrative Agent;

(p) the Term Loan C Lenders shall have received a duly executed copy of that certain Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), in a form and substance reasonably satisfactory to such applicable Term Loan C Lender, pursuant to which the following Warrants (as defined in the Warrant Agreement) will be issued: (a) 6,648,720 Warrants to Crestview III USWS, L.P. and (b) 328,024 Warrants to Crestview III USWS TE, LLC;

(q) the Lenders shall have received a duly executed copy of that certain Registration Rights Agreement, dated as of the date hereof, in a form and substance reasonably satisfactory to the Lenders, relating to the Registrable Securities (as defined therein);

(r) the executive loan committee of each lender under the Original Credit Agreement shall have, in its sole and absolute discretion, approved the execution and delivery of the Sixth Amendment, as well as the transactions contemplated by the Sixth Amendment; and

(s) the Administrative Agent shall have received such other statements, certificates, documents, approvals and legal opinions as it shall reasonably request.

SECTION 5. REPRESENTATION AND WARRANTY.

Each Loan Party hereby represents and warrants to the Administrative Agent, Collateral Agent, and Lenders party hereto that (i) after giving effect to this Sixth Amendment all representations and warranties of each Loan Party contained in Article IV of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of this Sixth Amendment as if made on and as of the date of this Sixth Amendment (or if stated to have been made at an earlier date, were true and correct in all material respects as of such earlier date); and (iii) as of the Sixth Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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SECTION 6. EFFECT ON AND RATIFICATION OF LOAN DOCUMENTS.

SECTION 7. RELEASE.

AS A MATERIAL INDUCEMENT TO THE LENDERS, THE COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS SIXTH AMENDMENT, THE BORROWER AND EACH BORROWER-AFFILIATED SIGNATORY TO THIS SIXTH AMENDMENT, ON BEHALF OF ITSELF AND ITS OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES AND LEGAL REPRESENTATIVES WHETHER OR NOT A PARTY HERETO (THE BORROWER, EACH SUCH BORROWER-AFFILIATED SIGNATORY TO THIS SIXTH AMENDMENT, SUCH OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES AND LEGAL REPRESENTATIVES BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGORS, ET AL.”), AUTOMATICALLY, AND WITHOUT FURTHER ACTION BY ANY PERSON, HEREBY FULLY, FINALLY AND COMPLETELY RELEASE AND FOREVER DISCHARGE EACH LENDER, COLLATERAL AGENT AND ADMINISTRATIVE

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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AGENT, AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, “LENDER, ET AL.”) OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER RELATING TO THE FACILITIES AND/OR THE LOAN DOCUMENTS, AND WAIVE AND RELEASE ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE OBLIGATIONS WHICH OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE AGAINST ANY LENDER, ET AL., IN EACH CASE ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING PRIOR TO OR IN CONNECTION WITH THE EXECUTION OF THIS SIXTH AMENDMENT.

SECTION 8. INDEMNIFICATION.

WITHOUT LIMITING ANY OF THE AGENT’S OR LENDERS’ RIGHTS, OR THE LOAN PARTIES’ OBLIGATIONS, UNDER SECTION 9.04 OF THE CREDIT AGREEMENT (WHICH THE BORROWER AND THE OTHER LOAN PARTIES HEREBY RATIFY, REITERATE AND RECONFIRM), THE LOAN PARTIES HEREBY AGREE TO INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS EACH AGENT, EACH LENDER, EACH OF THEIR AFFILIATES AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, TRUSTEES, AGENTS AND ADVISORS OF EACH OF THE FOREGOING (EACH, AN “INDEMNIFIED PARTY”) FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) THIS SIXTH AMENDMENT, AND/ OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 9. LIMITATION ON LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS SIXTH AMENDMENT OR THE OTHER LOAN DOCUMENTS: (A) NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THEIR RESPECTIVE ACTIVITIES RELATED TO THIS SIXTH AMENDMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, THE LOANS, OR OTHERWISE IN CONNECTION WITH THE FOREGOING; (B) WITHOUT LIMITING THE FOREGOING, NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL BE SUBJECT TO ANY EQUITABLE REMEDY OR RELIEF, INCLUDING SPECIFIC PERFORMANCE OR INJUNCTION ARISING OUT OF OR RELATING TO THIS SIXTH

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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AMENDMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY; (C) NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY TO THE LOAN PARTIES, FOR DAMAGES OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS SIXTH AMENDMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY UNTIL THE EFFECTIVE DATE HAS OCCURRED; AND (D) IN NO EVENT SHALL LENDERS’ LIABILITY TO THE LOAN PARTIES EXCEED ACTUAL DIRECT DAMAGES INCURRED BY THE LOAN PARTIES OF UP TO $10,000,000 IN THE AGGREGATE.

SECTION 10. GOVERNING LAW.

THIS SIXTH AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SIXTH AMENDMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 11. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS SIXTH AMENDMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED BY EACH OF THE PARTIES HERETO, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS SIXTH AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SECTION 12. COUNTERPARTS.

This Sixth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Sixth Amendment by electronic transmission in “.pdf” format shall be as effective as delivery of a manually signed original.

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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SECTION 13. MISCELLANEOUS.

This Sixth Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. Capitalized terms defined herein in the preliminary statements and/or recitals shall be incorporated as if set out in full in the operative provisions hereunder. Section 1.04 of the Credit Agreement is hereby incorporated herein as if set out in full hereunder, mutatis mutandis.

[Signature Pages Follow]

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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Acknowledged and agreed as of the day and year first written above:

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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Acknowledged and agreed as of the day and year first written above:

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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Acknowledged and agreed as of the day and year first written above:

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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EXHIBIT A

CREDIT AGREEMENT (amendments to the Original Credit Agreement made pursuant to the Sixth Amendment on the Sixth Amendment Effective Date only)

Consent and Sixth Amendment dated February 28, 2022 by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC and USWS Holdings LLC and CLMG Corp., as Administrative Agent and Term Loan Collateral Agent and the Lenders party hereto

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Exhibit 10.2

Execution Version

JOINDER TO

SENIOR SECURED TERM LOAN CREDIT AGREEMENT

This JOINDER TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2022 (this “Joinder”), is made by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (the “Holdings”, together with the Parent, the Borrower and the Subsidiary Guarantors, the “Loan Parties” and each a “Loan Party”), CLMG Corp., as Administrative Agent (the “Administrative Agent”), CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”, and together with the Administrative Agent, the “Agents”), THRC Holdings, LP, David Matlin, and Peter Schoels, and is made with reference to the Credit Agreement (as defined below). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Credit Agreement.

RECITALS:

WHEREAS, reference is made to the Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019, among the Parent, Holdings, the Borrower, the Subsidiary Guarantors, the lenders party thereto (the “Lenders”), and CLMG CORP., as Administrative Agent and Term Loan Collateral Agent (as amended by the First Technical Supplemental Amendment thereto dated June 14, 2019, the Second Amendment thereto dated April 1, 2020, the Third Amendment thereto dated July 30, 2020, the Fourth Amendment thereto dated November 12, 2020, the Consent and Fifth Amendment thereto dated June 24, 2021, the Consent and Sixth Amendment thereto dated February 28, 2022, and as may be further amended, supplemented, amended and restated or otherwise modified from time to time prior to the Sixth Amendment Effective Date, the “Credit Agreement”);

WHEREAS, immediately prior to the effectiveness of this Joinder, on the Sixth Amendment Effective Date, all transactions contemplated by the Sixth Amendment were consummated, and Crestview III USWS Holdings 2, L.P., as the initial Term Loan C Lender, made a Term C Loan to Borrower in the original principal amount of $10,000,000, subject in all respects to the Credit Agreement, Agreement Among Lenders, Term Loan C Side Letter and other Loan Documents;

WHEREAS, in accordance with Section 2.01(c), Borrower has requested that an Incremental Term Loan C Facility in the amount of $11,500,000 be added to the Term Loan C Facility, and that, in connection therewith, each of THRC Holdings, LP, David Matlin, and Peter Schoels (the “New Term Loan C Lenders”) join as a Term Loan C Lender under the Credit Agreement; and

WHEREAS, the New Term Loan C Lenders desire to join the Credit Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

AGREEMENT:

SECTION 1. INCREMENTAL TERM LOAN C FACILITY.

In accordance with Section 2.01(c) of the Credit Agreement, Borrower hereby requests that an Incremental Term Loan C Facility in the amount of $11,500,000 be added to the Term Loan C Facility. Each of the New Term Loan C Lenders, severally, agrees to make a Term C Loan under the Incremental Term Loan C Facility on the Joinder Effective Date, and its Term Loan C Commitment amount is set forth on its signature page to this Joinder.

SECTION 2. JOINDER; TERM C LOAN COMMITMENT.

(a) Each of the New Term Loan C Lenders hereby joins, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder, and under each and every other Loan Document to which any Lender is required to be bound, in each case to the same extent as if such New Term Loan C Lender were an original signatory to the Credit Agreement. Each of the New Term Loan C Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.

(b) Each of the New Term Loan C Lenders hereby agrees to comply with and be bound by the terms and conditions of the Agreement Among Lenders as a Last Out Lender (such term is used as defined in the Agreement Among Lenders), to the same as if such New Term Loan C Lender were an original signatory to the Agreement Among Lenders. Each of the New Term Loan C Lenders hereby agrees, severally, to comply with and be bound by the terms and conditions of the Term Loan C Side Letter, to the same as if such New Term Loan C Lender were an original signatory to the Term Loan C Side Letter. The Administrative Agent acknowledges that the Agreement Among Lenders and Term Loan C Side Letter are supplemented to include each of the New Term Loan C Lenders as a party thereto.

(c) Each of the New Term Loan Lenders represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Joinder Effective Date, it shall be bound by the provisions of the Credit Agreement as a Term Loan C Lender thereunder and shall have the obligations of a Term Loan C Lender thereunder, and (iii) it has received a copy of the Credit Agreement, the Agreement Among Lenders, the Term Loan C Side Letter, together with copies of the most recent financial statements delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder and it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender.

SECTION 3. CONDITIONS TO EFFECTIVENESS.

This Joinder shall become effective on and as of the first date (the “Joinder Effective Date”) on which the Administrative Agent determines in its sole and absolute discretion that the following conditions precedent have been satisfied:

(a) the Administrative Agent shall have received on or before the Joinder Effective Date, duly executed copies of this Joinder by each party hereto (which may include a copy transmitted by PDF or other electronic method);

(b) the Administrative Agent shall have received on or before the Joinder Effective Date, duly executed copies of the Additional Holder Acknowledgment to the Agreement Among Lenders, executed by the New Term Loan C Lenders (which may include a copy transmitted by PDF or other electronic method);

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

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(c) the Administrative Agent shall have received on or before the Joinder Effective Date, duly executed copy of the Joinder to Term Loan C Side Letter, executed by the New Term Loan C Lenders and acknowledged by Loan Parties, the Term Loan C Lenders and the warrant holders party thereto (which may include a copy transmitted by PDF or other electronic method);

(d) each of the New Term Loan C Lenders shall have received on or before the Joinder Effective Date, a Term Loan C Note, duly executed and delivered by the Borrower and payable to the order of such New Term Loan C Lender;

(e) a certificate in substantially the form of Exhibit E of the Credit Agreement, attesting to the Solvency of the Parent and its Subsidiaries on a Consolidated basis after giving effect to the Joinder and the transactions contemplated thereby, from its chief financial officer;

(f) immediately prior to and after giving effect to this Joinder, all representations and warranties of each Loan Party contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date of this Joinder and the Joinder Effective Date as if made on and as of such date (or if stated to have been made at an earlier date, were true and correct in all material respects as of such earlier date) (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects);

(g) after giving effect to this Joinder, no Default or Event of Default has occurred and is continuing;

(h) except for any Governmental Authorizations required in connection with the Lenders’ exercise of remedies under the Loan Documents, all Governmental Authorizations and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby shall have been obtained and shall be or remain in effect as of the Joinder Effective Date;

(i) there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened in writing before any Governmental Authority that (i) other than as set forth on Schedule IV of the Credit Agreement, could reasonably be expected to have a Material Adverse Effect or materially impair or interfere with the operations of any Loan Party or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby;

(j) Each New Term Loan C Lender shall have received a duly executed copy of that certain Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), in a form and substance reasonably satisfactory to such New Term Loan C Lender, pursuant to which the following Warrants (as defined in the Warrant Agreement) will be issued: 6,976,744 Warrants to THRC Holdings, LP; 697,674 to David Matlin; and 348,837 to Peter Schoels.

(k) the Administrative Agent shall have received a duly executed copy of that certain amendment to Registration Rights Agreement, in a form and substance reasonably satisfactory to the Administrative Agent, relating to the Registrable Securities (as defined therein); and

(l) the Administrative Agent shall have received such other statements, certificates, documents, approvals and legal opinions as it shall reasonably request.

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Page 3

SECTION 4. REPRESENTATION AND WARRANTY.

Each Loan Party hereby represents and warrants to the Administrative Agent, Collateral Agent, and the New Term Loan C Lenders that (i) after giving effect to this Joinder all representations and warranties of each Loan Party contained in Article IV of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of this Joinder as if made on and as of the date of this Joinder (or if stated to have been made at an earlier date, were true and correct in all material respects as of such earlier date); and (iii) as of the Joinder Effective Date, no Default or Event of Default has occurred and is continuing.

SECTION 5. EFFECT ON AND RATIFICATION OF LOAN DOCUMENTS.

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Page 4

SECTION 6. RELEASE.

AS A MATERIAL INDUCEMENT TO THE LENDERS, THE COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS JOINDER, THE BORROWER AND EACH BORROWER-AFFILIATED SIGNATORY TO THIS JOINDER, ON BEHALF OF ITSELF AND ITS OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES AND LEGAL REPRESENTATIVES WHETHER OR NOT A PARTY HERETO (THE BORROWER, EACH SUCH BORROWER-AFFILIATED SIGNATORY TO THIS JOINDER, SUCH OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES AND LEGAL REPRESENTATIVES BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGORS, ET AL.”), AUTOMATICALLY, AND WITHOUT FURTHER ACTION BY ANY PERSON, HEREBY FULLY, FINALLY AND COMPLETELY RELEASE AND FOREVER DISCHARGE EACH LENDER, COLLATERAL AGENT AND ADMINISTRATIVE AGENT, AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, “LENDER, ET AL.”) OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER RELATING TO THE FACILITIES AND/OR THE LOAN DOCUMENTS, AND WAIVE AND RELEASE ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE OBLIGATIONS WHICH OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE AGAINST ANY LENDER, ET AL., IN EACH CASE ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING PRIOR TO OR IN CONNECTION WITH THE EXECUTION OF THIS JOINDER.

SECTION 7. INDEMNIFICATION.

WITHOUT LIMITING ANY OF THE AGENT’S OR LENDERS’ RIGHTS, OR THE LOAN PARTIES’ OBLIGATIONS, UNDER SECTION 9.04 OF THE CREDIT AGREEMENT (WHICH THE BORROWER AND THE OTHER LOAN PARTIES HEREBY RATIFY, REITERATE AND RECONFIRM), THE LOAN PARTIES HEREBY AGREE TO INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS EACH AGENT, EACH LENDER, EACH OF THEIR AFFILIATES AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, TRUSTEES, AGENTS AND ADVISORS OF EACH OF THE FOREGOING (EACH, AN “INDEMNIFIED PARTY”) FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) THIS JOINDER, AND/ OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 8. LIMITATION ON LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS JOINDER OR THE OTHER LOAN DOCUMENTS: (A) NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Page 5

CONSEQUENTIAL DAMAGES IN CONNECTION WITH THEIR RESPECTIVE ACTIVITIES RELATED TO THIS JOINDER, THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, THE LOANS, OR OTHERWISE IN CONNECTION WITH THE FOREGOING; (B) WITHOUT LIMITING THE FOREGOING, NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL BE SUBJECT TO ANY EQUITABLE REMEDY OR RELIEF, INCLUDING SPECIFIC PERFORMANCE OR INJUNCTION ARISING OUT OF OR RELATING TO THIS JOINDER, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY; (C) NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY TO THE LOAN PARTIES, FOR DAMAGES OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS JOINDER, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY UNTIL THE EFFECTIVE DATE HAS OCCURRED; AND (D) IN NO EVENT SHALL LENDERS’ LIABILITY TO THE LOAN PARTIES EXCEED ACTUAL DIRECT DAMAGES INCURRED BY THE LOAN PARTIES OF UP TO $10,000,000 IN THE AGGREGATE.

SECTION 9. GOVERNING LAW.

THIS JOINDER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS JOINDER, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED BY EACH OF THE PARTIES HERETO, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS JOINDER MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Page 6

SECTION 11. COUNTERPARTS.

This Joinder may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Joinder by electronic transmission in “.pdf” format shall be as effective as delivery of a manually signed original.

SECTION 12. MISCELLANEOUS.

This Joinder, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. Capitalized terms defined herein in the preliminary statements and/or recitals shall be incorporated as if set out in full in the operative provisions hereunder. Section 1.04 of the Credit Agreement is hereby incorporated herein as if set out in full hereunder, mutatis mutandis.

[Signature Pages Follow]

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Page 7

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be duly executed by their respective authorized officers as of the day and year first written above.

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Joinder to Senior Secured Term Loan Credit Agreement dated March 1, 2022 by and among U.S. Well Services, LLC,

U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, and USWS Holdings LLC and

CLMG Corp., as Administrative Agent and Term Loan Collateral Agent, and THRC Holdings, LP

Exhibit 10.3

Execution Version

AGREEMENT AMONG LENDERS

Dated as of February 28, 2022

Among

U.S. WELL SERVICES, INC.

as Parent

USWS HOLDINGS LLC

as Holdings

U.S. WELL SERVICES, LLC

as Borrower

and

THE SUBSIDIARY GUARANTORS NAMED HEREIN

as Guarantors

LPP MORTGAGE, INC.,

as First Out Lender

LNV CORPORATION,

as First Out Lender

CRESTVIEW III USWS HOLDINGS 2, L.P.,

as Last Out Lender

and

CLMG CORP.

as Administrative Agent and a First Out Holder

AGREEMENT AMONG LENDERS

AGREEMENT AMONG LENDERS, dated as of February 28, 2022 (“Effective Date”) (as amended, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among (a) each Lender executing this Agreement as a First Out Holder (as defined below) on the signature pages hereto, (b) each Lender executing this Agreement as a Last Out Lender (as defined below) on the signature pages hereto, (c) CLMG Corp., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) (d) the Loan Parties (as defined below), and (e) any Lender party to this Agreement pursuant to Section 12 hereof (each an “Additional Holder”).

WHEREAS, reference is made to the Credit Agreement, dated as of May 7, 2019 (as amended by the First Technical Supplemental Amendment thereto dated June 14, 2019, the Second Amendment thereto dated April 1, 2020, the Third Amendment thereto dated July 30, 2020, the Fourth Amendment thereto dated November 12, 2020, the Consent and Fifth Amendment thereto dated June 24, 2021 and the Consent and Sixth Amendment thereto dated February 28, 2022, and as may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (the “Holdings”, together with the Parent, the Borrower and the Subsidiary Guarantors, the “Loan Parties” and each a “Loan Party”), the Administrative Agent, CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”), and the Term Loan A Lenders (as defined in the Credit Agreement) (the “Term Loan A Lenders”) and Term Loan B Lenders (as defined in the Credit Agreement) (the “Term Loan B Lenders”) party thereto;

WHEREAS, prior to the Effective Date, the Borrower requested that the Last Out Lenders make last-out term loans pursuant to the Term Loan C Facility (as defined in the Credit Agreement);

WHEREAS, on or about the date hereof, the First Out Lenders and the Last Out Lenders, Administrative Agent, Collateral Agent and the Loan Parties, entered into the Consent and Sixth Amendment to the Senior Secured Term Loan Credit Agreement pursuant to which the Credit Agreement is amended to provide for the Term Loan C Facility; and

WHEREAS, the parties hereto desire to set forth their understanding with respect to certain of their respective rights and obligations under the Credit Agreement and the other Loan Documents.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree, anything in the Credit Agreement and the other Loan Documents to the contrary notwithstanding, as follows:

SECTION 1. Defined Terms, Etc. (a) Unless otherwise defined in this Agreement, all capitalized terms set forth in this Agreement shall have the meaning ascribed thereto in the Credit Agreement. For purposes of this Agreement, the following terms shall have the respective meanings indicated below.

“Additional Holder” has the meaning set forth in the introductory paragraph hereof.

“Administrative Agent” has the meaning set forth in the introductory paragraph hereof.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

Page 1 of 31

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote ten percent (10%) or more of the Voting Interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Avoidance” has the meaning set forth in Section 3(k) hereof.

“Bank Product Obligations” means all debt, obligations and other liabilities owing under Secured Cash Management Agreements and Secured Hedge Agreements; provided that Bank Product Obligations of a Loan Party shall not include the Excluded Swap Obligations of such Loan Party.

“Bank Product Provider” means Cash Management Banks and Hedge Banks.

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978, as heretofore and hereafter amended and codified as 11 U.S.C. §§ 101 et seq. and any successor statute.

“Borrower” has the meaning set forth in the recitals hereof.

“Cash Collateral Use” has the meaning set forth in Section 3(c)(i) hereof.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into a Cash Management Agreement, is a Term Loan A Lender, Term Loan B Lender or an Affiliate of any such Lender, or (b) at the time it (or its Affiliate) becomes a Term Loan A Lender or a Term Loan B Lender, is a party to a Cash Management Agreement, in each case, in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Term Loan A Lender or a Term Loan B Lender or such Person’s Affiliate ceased to be a Term Loan A Lender or a Term Loan B Lender); provided, however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committed First Out Buy-Out Notice” has the meaning set forth in Section 10(a)(i) hereof.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings analogous thereto.

“Credit Agreement” has the meaning set forth in the recitals hereof.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

Page 2 of 31

“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Debt Reorganization Securities” means Reorganization Securities that consist solely of debt obligations of the relevant reorganized debtor, including any equity securities that, by their terms (i) mature or are mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) are redeemable at the option of any holder thereof, in whole or in part, (iii) provide for the scheduled payments of dividends or distributions in cash or (iv) are or become convertible into or exchangeable for debt obligations or other securities of the relevant reorganized debtor described in clauses (i), (ii) or (iii) above.

“DIP Financing” means any financing provided to any Loan Party under Section 364 of the Bankruptcy Code (or any similar provision of any other applicable Debtor Relief Law or any order of a court of competent jurisdiction), which may include a “roll-up” or “roll-over” of all or any of the Obligations.

“DIP Financing Documents” means, collectively, a credit agreement or other definitive debt instrument evidencing a DIP Financing, together with all promissory notes, security agreements and other documents related thereto.

“DIP Lender” has the meaning set forth in Section 3(c)(i) hereof.

“Electing First Out Lender” has the meaning set forth in Section 10(a)(i) hereof.

“Electing Lenders” and “Electing Lender” have the meaning set forth in Section 10(b) hereof.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Excess Last Out Obligations” means, at any time, Last Out Obligations in excess of the Maximum Last Out Amount at such time.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty (or any guarantee of such Guarantor in respect of any Swap Obligation under any Hedge Agreements) of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation or at any other time as is required for purposes of the Commodity Exchange Act or regulations. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

Page 3 of 31

“Exercise of Remedies” means the exercise of any enforcement rights or remedies that are available to the Administrative Agent, any Lender, any other Holder or other Person holding Obligations upon the occurrence of an Event of Default including, without limitation, any or all of the following:

(i) the acceleration of the Obligations;

(ii) the delivery of a notice to any depository bank or securities intermediary that is a party to a control agreement, directing such depository bank or securities intermediary to transfer the funds or other assets of the Loan Parties maintained with such depository bank or securities intermediary in accordance with the terms of such control agreement or to cease accepting instructions with respect to the accounts subject to any such control agreement from the Loan Parties;

(iii) the solicitation of bids from third parties to conduct the sale, assignment, lease, license or other disposition of all or any portion of the Collateral and/or the businesses of any Loan Party or to engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting and selling Collateral (except as provided in Sections 2(g)(vii) and 2(g)(viii));

(iv) the taking of any action to foreclose on a Lien on, or any other right or remedy as a secured creditor to sell, assign, lease, license or otherwise dispose of, all or any portion of the Collateral, including the issuance to one or more Loan Parties of any notice in respect thereof required by applicable law;

(v) the notification of account debtors to make payment to the Administrative Agent or any of its agents or designees;

(vi) the taking of any action to take possession of all or any portion of the Collateral;

(vii) subject to Section 3(a), the commencement of any involuntary legal proceedings or actions with respect to all or any portion of the Collateral; or

(viii) the pursuit of any sale assignment, lease, license or other disposition of all or any material portion of the Collateral by one or more Loan Parties with the consent of the Administrative Agent and the Lenders required under Section 2(a) or (b), as applicable, which sale, assignment, lease, license or other disposition is conducted by such Loan Parties in connection efforts to collect all or any portion of the Obligations through such sale, assignment, lease, license or other disposition;

provided that none of the following shall constitute an Exercise of Remedies: (i) actions taken solely for purpose of perfecting a security interest in Collateral; (ii) the imposition to any Obligations of interest at the applicable default rate if interest at the default rate is imposed pursuant to Section 2.05 of the Credit Agreement; (iii) delivery to any Loan Party of any notice of default; (iv) the filing of any proof of claim; (v) the refusal to make any extension of credit under the Credit Agreement as a result of the failure to satisfy one or more conditions precedent thereto; (v) the sweeping of cash or exercise of exclusive control under blocked account arrangements where such sweep or exclusive control was in effect prior to such Event of Default; or (vi) the giving of any notice expressly contemplated by this Agreement.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

Page 4 of 31

“First Out Adjusted Rate” means the Term Loan Interest Rate as calculated in accordance with provisions set forth in Section 2.05(a) of the Credit Agreement and, upon occurrence of an Event of Default, the Default Interest as calculated in accordance with provisions set forth in Section 2.05(b) of the Credit Agreement.

“First Out Holder” means any First Out Lender or other Person (including the Administrative Agent) to which any First Out Obligations are owing.

“First Out Lender” means any Lender to which any First Out Term Loan is owing.

“First Out Obligations” means, as of any date of determination, all Obligations (i) in respect of First Out Term Loans, (ii) in respect of Swap Obligations, (iii) in respect of Bank Product Obligations, (iv) in respect of Protective Advances made by the Administrative Agent, (v) consisting of all interest, fees, expenses, costs (including rights to reimbursement from Loan Parties for costs and expenses), premiums, indemnities, other charges and all other amounts in respect of the foregoing and (vi) consisting of all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding.

“First Out Priority Obligations” means all First Out Obligations other than Unasserted Contingent Obligations, Bank Product Obligations and Swap Obligations.

“First Out Pro Rata Share” means, with respect to any First Out Lender, the percentage obtained by dividing (1) the outstanding principal amount of such First Out Lender’s First Out Term Loans by (2) the outstanding principal amount of all First Out Term Loans.

“First Out Remedies Instruction” has the meaning set forth in Section 2(a) hereof.

“First Out Remedies Instruction Date” has the meaning set forth in Section 2(a) hereof.

“First Out Secured Claim” means any portion of the First Out Obligations that would be a secured claim under Section 506(a) of the Bankruptcy Code or otherwise allowable under Section 506(b) of the Bankruptcy Code if the First Out Obligations were secured by a separate Lien on the Collateral with priority over a separate Lien on the Collateral securing the Last Out Obligations.

“First Out Term Loans” means, at any time, all of the Term A Loans and the Term B Loans held by the First Out Lenders.

“Guarantors” means Parent, Holdings, the Borrower and each Subsidiary Guarantor.

“Guaranty” has the meaning specified in the Term Loan Security Agreement.

“Hedge Agreements” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and

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conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedge Bank” means any Person in its capacity as a party to a Hedge Agreement that, (a) at the time it enters into an interest rate Hedge Agreement not prohibited under Article V of the Credit Agreement, is a Term Loan A Lender or a Term Loan B Lender, or an Affiliate of any such Lender, or (b) at the time it (or its Affiliate) becomes a Term Loan A Lender or Term Loan B Lender or an Affiliate of any such Lender, is a party to a Hedge Agreement not prohibited under Article V of the Credit Agreement, in each case, in its capacity as a party to such Hedge Agreement (even if such Person ceases to be a Term Loan A Lender or a Term Loan B Lender or such Person’s Affiliate ceased to be a Term Loan A Lender or a Term Loan B Lender); provided, in the case of a Secured Hedge Agreement with a Person who is no longer a Term Loan A Lender, Term Loan B Lender, an Affiliate of a Term Loan A Lender, or an Affiliate of a Term Loan B Lender, such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“Holder” means any First Out Holder or Last Out Holder.

“Incremental Last Out Term Loan” means any Incremental Term C Loan that is to be treated as a Last Out Term Loan pursuant to Section 11 of this Agreement.

“Incremental Rejected Amount” has the meaning set forth in Section 11(a)(ii) hereof.

“Incremental Term C Loans” and “Incremental Term C Loan” have the meaning set forth in Section 11(a)(i) hereof.

“Insolvency Proceeding” means any event of the type described in Section 6.01(f) of the Credit Agreement.

“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of June 24, 2021, by and among the Administrative Agent, the ABL Agent, Third Lien Agent, the Borrower and the other Persons party thereto from time to time, as amended, restated, supplemented or otherwise modified from time to time.

“Last Out Holder” means any Last Out Lender or other Person to which any Last Out Obligations are owing.

“Last Out Lender” means any Lender to which any Last Out Obligations are owing.

“Last Out Obligations” means, as of any date of determination, all Obligations (i) in respect of the Last Out Term Loans, (ii) consisting of all interest, fees, expenses, costs (including rights to reimbursement from Loan Parties for costs and expenses), premiums, indemnities, other charges and all other amounts in respect of the foregoing and (iii) consisting of all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding.

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“Last Out Priority Obligations” means all Last Out Obligations other than Unasserted Contingent Obligations and Excess Last Out Obligations.

“Last Out Pro Rata Share” means, with respect to any Last Out Lender, the percentage obtained by dividing (i) the outstanding principal amount of such Last Out Lender’s portion of Last Out Term Loans by (ii) the outstanding principal amount of all Last Out Term Loans.

“Last Out Secured Claim” means any portion of the Last Out Obligations that would be a secured claim under Section 506(a) of the Bankruptcy Code or otherwise allowable under Section 506(b) of the Bankruptcy Code if the First Out Obligations were secured by a separate Lien on the Collateral with priority over a separate Lien on the Collateral securing the Last Out Obligations; provided that the Last Out Secured Claim shall not include any Excess Last Out Obligations.

“Last Out Term Loans” means the portion of the Term C Loans held by the Last Out Lenders, including any Incremental Last Out Term Loans.

“Lender” has the meaning set forth in the recitals hereof.

“Loan Parties” has the meaning set forth in the recitals hereof.

“Maximum Last Out Amount” means at any time the sum of

(i) $35,000,000; plus

(ii) all interest (including, for the avoidance of doubt, interest paid in kind), fees, premiums, costs, charges, expenses, indemnities and other amounts accrued or charged with respect to the foregoing, irrespective of whether the same is added to the amount of the Last Out Obligations and including all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding; minus

(iii) all principal repayments of Last Out Term Loans.

“Modification” has the meaning set forth in Section 4 hereof.

“Non-Debt Reorganization Securities” means Reorganization Securities that do not consist of Debt Reorganization Securities of the relevant reorganized debtor.

“Paid in Full” or “Payment in Full” means, with respect to any type of Obligation, repayment in full in cash or immediately available funds (or cash collateralization in accordance with the terms hereof or any of the Loan Documents, excluding any cash collateralization pursuant to Section 3(c) hereof) or other consideration acceptable to the recipient thereof of all amounts owing on account of such Obligation including, without limitation, all such amounts consisting of all interest, fees, expenses, costs (including rights to reimbursement from Loan Parties for costs and expenses), premiums, indemnities (including cash collateralization of indemnification obligations that have been asserted or threatened in an amount to be reasonably determined by the Administrative Agent in good faith), other charges and all other amounts in respect of the foregoing and all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding, in each case excluding Unasserted Contingent Obligations.

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“Permitted Bank Product Obligations Amount” means, as of any date, the aggregate outstanding amount of Bank Product Obligations on such date.

“Permitted Reorganization Securities” means (i) Debt Reorganization Securities that are distributed to the Administrative Agent pursuant to a Plan that has been approved by the Holders, pursuant to a Tranche Vote, as provided in Section 3(f)(i) and are subject to an intercreditor agreement or agreement among lenders that is consistent in all material respects with this Agreement including, without limitation, the payment priority provision in Section 5 hereof (provided that (1) the payment priority set forth in any such agreement shall only apply to payments and/or Proceeds of Collateral upon a new payment priority triggering event as set forth in such agreement that occurs after the effective date of the applicable Plan, (2) such agreement will contain provisions mutually agreed upon by the holders of such Debt Reorganization Securities that preserve the relative economic terms of the First Out Obligations in relation to the Last Out Obligations that have been established with regards to the Applicable Margin and (3) if the holders of such Debt Reorganization Securities cannot agree upon such provisions, such provisions will be as finally determined by a court of competent jurisdiction) and (ii) Non-Debt Reorganization Securities that are distributed to the Administrative Agent pursuant to a Plan that has been approved by the Holders, pursuant to a Tranche Vote, as provided in Section 3(f)(i).

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” has the meaning set forth in Section 3(c)(i)(3) hereof.

“Proceeds of Collateral” means all proceeds of Collateral, including (i) all “proceeds” of Collateral as defined by Article 9 of the Uniform Commercial Code and (ii) all other amounts or assets distributed on account of any First Out Secured Claim or Last Out Secured Claim or the proceeds therefor, including Reorganization Securities but excluding Permitted Reorganization Securities.

“Register” has the meaning set forth in Section 28 hereof.

“Related Fund” means, any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities that is administered or managed by (i) a Holder, (ii) an Affiliate of a Holder or (iii) an entity or an Affiliate of an entity that administers or manages a Holder.

“Reorganization Securities” means any notes, equity interests or other securities (whether debt, equity or otherwise) issued by the relevant reorganized debtor that are distributed pursuant to a Plan on account of the First Out Obligations and/or the Last Out Obligations in any Insolvency Proceeding.

“Required First Out Lenders” means, at any time, First Out Lenders whose First Out Pro Rata Shares aggregate to more than 50% at such time.

“Required Last Out Lenders” means, at any time, Last Out Lenders whose Last Out Pro Rata Shares aggregate to more than 50% at such time.

“Retained Interest” has the meaning set forth in Section 10(c)(ii) hereof.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any Subsidiary and any Cash Management Bank which has delivered a Secured Party Designation Notice.

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“Secured Hedge Agreement” means any interest rate Hedge Agreement permitted under Section 5.02(l) of the Credit Agreement that is entered into by and between the Borrower or any Subsidiary and any Hedge Bank which has delivered a Secured Party Designation Notice.

“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender, substantially in the form of Exhibit L of the Credit Agreement, (a) describing “a Secured Cash Management Agreement” or a “Secured Hedge Agreement” and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount and (b) agreeing to be bound by Section 7.08 of the Credit Agreement.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act if, and to the extent that, all or a portion of any such obligation to pay or perform constitutes an Obligation under the Credit Agreement or a Guaranteed Obligation under (and as defined in) the Term Loan Security Agreement.

“TLA/TLB Repayment Event” has the meaning set forth in the Credit Agreement, as in effect as of the date hereof.

“Term Loan Secured Parties” has the meaning specified in the Intercreditor Agreement.

“Term Loan Security Agreement” means that certain Term Loan Collateral and Guaranty Agreement, dated as of May 7, 2019, by the Loan Parties in favor of the Term Loan Collateral Agent for the benefit of the Term Loan Secured Parties, as amended, restated, supplemented or otherwise modified from time to time.

“Tranche Vote” means, with respect the First Out Obligations and Last Out Obligations, each taken as a separate tranche, the affirmative vote (or acceptance in the case of a Plan) of such Persons in such tranche that hold (or hold a proxy to vote) at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Obligations under such tranche that have voted (or accepted) as permitted under the Credit Agreement and this Agreement.

“Transferors” and “Transferor” have the meaning set forth in Section 10(b) hereof.

“Unasserted Contingent Obligations” means contingent indemnification and expense reimbursement Obligations for which no claim giving rise thereto is pending or has been asserted in writing.

“Voting Interests” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

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“Voting Procedures Order” has the meaning set forth in Section 3(f)(i) hereof.

“Waterfall Activation Notice” has the meaning set forth in Section 5(b) hereof.

“Waterfall Triggering Event” means the occurrence and continuance of any Event of Default.

(b) The rules of construction set forth in Section 1 of the Credit Agreement apply equally to this Agreement as if set forth herein.

SECTION 2. Exercise of Remedies.

(a) Upon the occurrence and during the continuance of any Event of Default, and after the Administrative Agent’s receipt of written instructions for an Exercise of Remedies from the Required First Out Lenders (such written instructions, the “First Out Remedies Instruction” and the date of the Administrative Agent’s receipt of such written instructions, the “First Out Remedies Instruction Date”), the Required First Out Lenders shall have the exclusive right to direct the Administrative Agent in writing to take one or more Exercise of Remedies and the Administrative Agent shall commence (as if directed by the Required Lenders), and diligently pursue in good faith an Exercise of Remedies as directed in writing by the Required First Out Lenders. The Administrative Agent shall promptly deliver each First Out Remedies Instruction from the Required First Out Lenders to each other Lender.

(b) Notwithstanding anything to the contrary in this Agreement, the Last Out Lenders shall in no event be permitted to deliver written instructions for an Exercise of Remedies to the Administrative Agent prior to the date of the TLA/TLB Repayment Event.

(c) Notwithstanding receipt by the Administrative Agent of a First Out Remedies Instruction delivered as provided in Section 2(a) hereof, the obligations of the Administrative Agent under this Section 2 shall be subject to the rights and benefits of the Administrative Agent in the Credit Agreement and the other Loan Documents. The Administrative Agent, in any case, shall not be required to pursue an Exercise of Remedies with respect to an Event of Default that has been cured or waived.

(d) Prior to the date of the TLA/TLB Repayment Event, the Administrative Agent shall pursue an Exercise of Remedies only at the direction of the Required First Out Lenders in accordance with this Agreement; provided that nothing in this Section 2 shall be construed to prohibit or limit the Administrative Agent from exercising any rights and remedies under the Loan Documents to the extent directed by (i) all Lenders or (ii) the Required First Out Lenders.

(e) No Last Out Lender will take any action that would hinder, delay or otherwise interfere with any Exercise of Remedies directed by the Required First Out Lenders in accordance with this Agreement or contest the priority, perfection or avoidability of any Lien securing the Obligations.

(f) Each Lender waives all rights to object to the manner that the Administrative Agent seeks the Exercise of Remedies so long as such Exercise of Remedies is otherwise in accordance with this Agreement and the Loan Documents.

(g) Upon the occurrence and during the continuation of an Event of Default, subject to the other terms of this Agreement and notwithstanding anything contained in the Credit Agreement or any other Loan Document to the contrary, the following actions may be taken by the Administrative Agent acting at the direction of the Required First Out Lenders and such actions do not constitute the Exercise of Remedies:

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(i) legal action within thirty (30) days of the expiration of, and solely to the extent necessary to prevent the running of, any applicable statute of limitation or similar restriction on claims under applicable law (provided that no monetary damages, other monetary relief or Proceeds of Collateral are received or retained in connection therewith in contravention of the terms of this Agreement);

(ii) the filing of responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the Obligations, so long as such pleading is not otherwise in contravention of the terms of this Agreement;

(iii) any action to assert a compulsory crossclaim or counterclaim against any Loan Party (provided that no monetary damages, other monetary relief or Proceeds of Collateral are received or retained in connection therewith in contravention of the terms of this Agreement);

(iv) during an Insolvency Proceeding (1) the voting on any Plan, (2) the filing of any proof of claim, and (3) the making of any other filings or arguments and motions that are, in each case under this Section 2(g)(iv), in accordance with and not in contravention of any of the terms of this Agreement or the Loan Documents;

(v) any action taken in accordance with, and to enforce the terms of, any intercreditor or subordination agreement with any Person (other than a Loan Party) with respect to any indebtedness, Liens or other obligations subordinated to the Obligations (provided that (1) prior written notice of such action is provided to the Lenders, (2) no such action includes any Exercise of Remedies, (3) any payment or other property received, to the extent resulting from a payment or other transfer of property or an interest in property of a Loan Party, will be remitted to the Administrative Agent and applied to the Obligations in accordance with the terms of this Agreement and (4) any other payments received in connection with such action will otherwise be subject to the terms of such subordination agreement with any other Person, any related intercreditor or subordination agreement with the Administrative Agent, and this Agreement);

(vi) engagement of consultants, valuation firms, investment bankers and other advisors and perform or engage third parties to perform audits, examinations and appraisals of the Collateral and not for purpose of marketing or conducting a disposition of such Collateral, in each case pursuant to the terms of this Agreement, the Loan Documents and applicable law so long as taking any such action does not hinder, delay or otherwise interfere with the Exercise of Remedies by the Administrative Agent in any material respect; and

(vii) solicitation of bids from and/or retaining third parties in preparation of conducting any liquidation of all or a material portion of the Collateral (but not taking any further steps to actively market or to conduct any such liquidation).

Notwithstanding anything to the contrary contained in this Agreement, (x) nothing contained in this Section 2 shall prevent the Required First Out Lenders from giving a Waterfall Activation Notice at any time after the occurrence and during the continuance of a Waterfall Triggering Event and (y) the Last Out Lenders shall retain any and all rights acting solely in their respective capacities as holders of Equity Interests and/or Third Lien Notes, or as unsecured creditors of any of the Loan Parties; provided that (x) such rights as holders of unsecured creditors are not based on their status as secured creditors, (y) such rights in their capacities as holders of Equity Interests and/or Third Lien Notes or unsecured creditors are not otherwise inconsistent with the terms and provisions of this Agreement and (y) in the event that any Last Out Lender becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes as the other Liens securing the Obligations are subject to this Agreement.

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SECTION 3. Insolvency Proceedings.

(a) Commencement of Insolvency Proceedings. Notwithstanding any rights or remedies available to any Last Out Holder under any Loan Document, applicable law or otherwise, no Last Out Holder shall commence, direct the Administrative Agent to commence or join in the commencement of an Insolvency Proceeding against any Loan Party at any time prior to the date on which the Required Last Out Lenders are permitted to direct the Administrative Agent to pursue any Exercise of Remedies pursuant to Section 2(a).

(b) Bankruptcy Sale. No Last Out Holder shall object to or oppose or direct the Administrative Agent to object to or oppose (or support any Person in objecting or opposing) a motion for any sale or other disposition of any Collateral free and clear of Liens or other claims under Sections 363, 365 or 1129 of the Bankruptcy Code or any comparable provision of any other applicable Debtor Relief Law (and including any motion for bid procedures or other procedures related to such sale or other disposition of any Collateral that is the subject of such motion), and each Last Out Holder shall be deemed to have consented to any such sale or other disposition of any Collateral under Section 363(f) of the Bankruptcy Code or any comparable provision of any other applicable Debtor Relief Law (and including any motion for bid procedures or other procedures related to such sale or other disposition of any Collateral that is the subject of such motion), that has been consented to by the Required First Out Lenders (or the Administrative Agent at the direction of the Required First Out Lenders); provided that, subject to any credit bid in compliance with Section 3(h), (i) any Lien of the Administrative Agent on such Collateral attaches to the net proceeds of such sale or other disposition of any Collateral and (ii) the net proceeds of such sale or other disposition of any Collateral will be applied in accordance with the payment priority provision set forth in Section 5 hereof and, if applicable, the terms of any applicable DIP Financing. Notwithstanding this Section 3(b), any Last Out Lender may at any time raise any objections to any such sale or other disposition of any Collateral that could be raised by any unsecured creditor of any Loan Party; provided that such objections are not based on their status as secured creditors and are not otherwise inconsistent with the terms and provisions of this Agreement, provided further that, in the event that any Last Out Lender becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes as the other Liens securing the Obligations are subject to this Agreement.

(c) Bankruptcy Financing.

(i) If any Loan Party shall become subject to a case under the Bankruptcy Code or any other Debtor Relief Law and such Loan Party moves for approval of (1) DIP Financing with the consent of the Required First Out Lenders (or the Administrative Agent acting at the direction of the Required First Out Lenders) (any such provider of DIP Financing, a “DIP Lender”) or (2) the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code, or any similar relief under any other applicable Debtor Relief Law, “Cash Collateral Use”) with the consent of the Required First Out Lenders (or the Administrative Agent acting at the direction of the Required First Out Lenders), no Last Out Holder shall object to or oppose or direct the Administrative Agent to object to or oppose (or support any Person in objecting or opposing), and each Last Out Holder will be deemed to have consented to, such DIP Financing or Cash Collateral Use; provided that:

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(1) the Administrative Agent retains its Lien on the Collateral to secure the Obligations (in each case, including proceeds thereof arising after the commencement of such Insolvency Proceeding) with the same priority (subject to (A) Section 5 hereof, (B) the Lien and claims securing the DIP Financing and (C) a “carve-out” for estate professional fees and fees owed to the United States Trustee) as existed prior to the commencement of the case under the Bankruptcy Code or any other Debtor Relief Law; and

(2) any such DIP Financing or Cash Collateral Use (A) does not compel any Loan Party to seek confirmation of a specific plan of reorganization or similar disposition plan of restructuring or liquidation (a “Plan”) or (B) does not expressly require the liquidation of all or any portion of the Collateral prior to a default under the DIP Financing Documents or cash collateral order, as applicable (but may include sale or Plan milestones providing for the sale or reorganization of each Loan Party’s business as a going concern); provided that the foregoing shall not limit the ability of the terms of such DIP Financing or Cash Collateral Use to require that it will be an event of default if a Plan is filed that does not provide for the Payment in Full of the First Out Priority Obligations (without the consent of the Required First Out Lenders).

(ii) No Last Out Lender shall offer, nor shall any Last Out Lender permit any of its Affiliates or Related Funds to offer, to provide any DIP Financing to any Loan Party in any Insolvency Proceeding or propose any Cash Collateral Use in any Insolvency Proceeding.

(iii) No Last Out Holder shall object to or oppose or direct the Administrative Agent to object to or oppose (or support any Person in objecting or opposing) any professional fee “carve out” or similar surcharge to the Liens on the Collateral (including any fees of the United States Trustee) if such fee or surcharge has been approved by the Required First Out Lenders.

(d) Relief from Stay. Each Last Out Holder agrees not to (i) seek or request or direct the Administrative Agent to seek or request (or support any other Person seeking or requesting) relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding in respect of any part of the Collateral, without the prior written consent of Required First Out Lenders or (ii) oppose any request by the Administrative Agent at the direction of the Required First Out Lenders to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral.

(e) Adequate Protection.

(i) The Required First Out Lenders may direct the Administrative Agent (1) to seek adequate protection of the interests of the Administrative Agent and the Holders in the Collateral, including replacement or additional Liens on any property of the estate of any Loan Party and (2) to object to any motion, relief, action or proceeding based upon any lack of adequate protection of the interests of the Administrative Agent or the Holders in the Collateral.

(ii) If the Required First Out Lenders do not do so, the Last Out Lenders may direct the Administrative Agent (1) to seek adequate protection of the interests of the Administrative Agent and the Holders in the Collateral, including replacement or additional Liens on any property of the estate of any Loan Party so long as the adequate protection obtained is on behalf of all Holders generally subject to the other terms and priorities of this Agreement and (2) to object to any motion, relief, action or proceeding based upon any lack of adequate protection of the interests of the Administrative Agent or the Holders in the Collateral, other than any motion, relief, action or proceeding of the Administrative Agent at the direction of the Required First Out Lenders.

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(iii) If the Administrative Agent is granted adequate protection in the form of replacement or additional Liens or in the form of superpriority or other administrative expense claims, such Liens and claims and will constitute Proceeds of Collateral pursuant to the terms of the Loan Documents and this Agreement. Payment of any such superpriority or administrative expense claims under Section 1129(a)(9) of the Bankruptcy Code or otherwise will be made to the Administrative Agent, as applicable, and applied in accordance with the priorities of Section 5 hereof.

(iv) If the Administrative Agent is granted adequate protection in the form of cash payments, such payments will be applied as Proceeds of Collateral in accordance with the priorities of Section 5 hereof.

(f) Plan of Reorganization.

(i) Each Holder shall submit any votes on a Plan to the Administrative Agent no later than one (1) Business Day prior to the voting deadline established pursuant to the terms of such Plan or any court order establishing voting procedures with respect to the Plan (the “Voting Procedures Order”). If the Administrative Agent determines that First Out Holders and Last Out Lenders, in each case pursuant to a Tranche Vote, have accepted the Plan, Administrative Agent shall submit such votes in accordance with the terms of the Plan or Voting Procedures Order. The Administrative Agent must submit any votes to “reject” such Plan in accordance with the terms of the Plan or the Voting Procedures Order.    The Administrative Agent is irrevocably authorized by each Holder to withdraw any vote submitted by such Holder in contravention of the procedures set forth is this sub-clause (f).

(ii) No Last Out Lender shall propose or support or direct the Administrative Agent to propose or vote in favor or support (or support any Person in proposing or voting in favor or supporting) any Plan that (i) does not provide for the Payment in Full of the First Out Priority Obligations in cash with immediately available funds upon the consummation of any such Plan or (ii) is in contravention of any of the provisions set forth in this Agreement (including Section 5 hereof), in each case unless the First Out Holders, pursuant to a Tranche Vote, approve such Plan.

(g) Reorganization Securities.

(i) Except as otherwise agreed to pursuant to a Plan that has been approved by the Holders, pursuant to a Tranche Vote, as provided in Section 3(f)(i), all Reorganization Securities to be distributed under a Plan to the Administrative Agent and the Holders will be remitted to Administrative Agent and the Administrative Agent will distribute such Reorganization Securities as follows:

(1) first, to the Administrative Agent on account of and deemed payment of any Obligations owing to the Administrative Agent under Section 5(b) that are not otherwise paid from cash distributions under a Plan pursuant to Section 5(b), such Reorganization Securities (as selected by the Administrative Agent) having a value determined under or in connection with the applicable Plan and, if no such value is explicitly provided under, or in connection with, the applicable Plan, fair market value as determined by the Administrative Agent in good faith;

(2) second, to the First Out Holders in accordance with their respective First Out Pro Rata Shares on account of any First Out Priority Obligations not otherwise paid from cash distributions under a Plan and applied in accordance with Section 5(b), Debt Reorganization Securities (as selected by Tranche Vote among First Out Holders) having a value determined under or in connection with the applicable Plan and, if no such value is explicitly provided under, or in connection with, the applicable Plan, fair market value as determined by the Administrative Agent in good faith up to the amount of the First Out Secured Claim;

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(3) third, if the value of the Debt Reorganization Securities determined under or in connection with the applicable Plan is less than the amount of the First Out Secured Claim (calculated after taking into account cash distributions to be applied in accordance with Section 5(b) and the value of Debt Reorganization Securities distributed pursuant to clauses first and second), to the First Out Holders in accordance with their respective First Out Pro Rata Shares on account of the First Out Secured Claim, Non-Debt Reorganization Securities (as selected by Tranche Vote among First Out Holders) having a value determined under or in connection with the applicable Plan and, if no such value is explicitly provided under, or in connection with, the applicable Plan, fair market value as determined by the Administrative Agent in good faith up to the amount of the First Out Secured Claim;

(4) fourth, if the value of the Debt Reorganization Securities determined under or in connection with the applicable Plan is more than the amount of the First Out Secured Claim (calculated after taking into account cash distributions to be applied in accordance with Section 5(b) and the value of Debt Reorganization Securities distributed pursuant to clauses first and second), to the Last Out Lenders in accordance with their respective Last Out Pro Rata Shares on account of the Last Out Secured Claim, Debt Reorganization Securities (as selected by Tranche Vote among Last Out Lenders) having a value determined under or in connection with the applicable Plan and, if no such value is explicitly provided under, or in connection with, the applicable Plan, fair market value as determined by the Administrative Agent in good faith up to the amount of the Last Out Secured Claim;

(5) fifth, to the Last Out Lenders in accordance with their respective Last Out Pro Rata Shares on account of Last Out Priority Obligations, Non-Debt Reorganization Securities (as selected by Tranche Vote among Last Out Lenders) having a value determined under or in connection with the applicable Plan and, if no such value is explicitly provided under, or in connection with, the applicable Plan, fair market value as determined by the Administrative Agent in good faith up to the amount of the Last Out Secured Claim; and

(6) sixth, ratably to the First Out Holders (in accordance with their respective First Out Pro Rata Shares) and Last Out Lenders (in accordance with their Last Out Pro Rata Shares) based on the remaining First Out Obligations and Last Out Obligations (calculated after taking into account cash distributions to be applied in accordance with Section 5(b) and as if such Obligations were reduced by the value of Reorganization Securities distributed pursuant to clauses (1) through (5) of this Section 3(g)(i)).

(ii) Notwithstanding anything to the contrary in Section 3(g)(i), if Reorganization Securities distributable to Last Out Lenders pursuant to Section 3(g)(i) are not Permitted Reorganization Securities, such distributions will be applied by the Administrative Agent in accordance with Section 5(b).

(h) Credit Bid.

(i) In connection with any credit bid on the disposition of the Collateral, (1) if the Required First Out Lenders elect to credit bid the First Out Obligations, the First Out Obligations shall be credit bid on a ratable basis based on the First Out Pro Rata Shares and (2) if the Required Last Out Lenders elect to credit bid the Last Out Obligations, the Last Out Obligations shall be credit bid on a ratable basis based on the Last Out Pro Rata Shares. If any Last Out Lender elects to credit bid all or any portion of the Last Out Obligations, such credit bid shall only be valid and permitted under this Agreement and pursued by the Administrative Agent if (A) the Required First Out Lenders shall have consented to such credit bid or (B) the cash proceeds of such credit bid shall result in Payment in Full of the First Out Priority Obligations on the initial closing date of such disposition.

(ii) No Last Out Lender may object to or oppose or direct the Administrative Agent to object to or oppose (or support any Person in objecting to or opposing) a credit bid of the First Out Obligations.

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(iii) The Administrative Agent, based solely upon the instruction of the Required First Out Lenders and the Required Last Out Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate a credit bid.

(i) Classification.

(i) The Administrative Agent and the Holders agree that (1) the claims in respect of the First Out Secured Claim and the Last Out Secured Claim shall be separately classified (within the meaning of Section 1126(c) of the Bankruptcy Code) in any Insolvency Proceeding under the Bankruptcy Code and (2) they will not object to the separate classification of the First Out Secured Claim from the Last Out Secured Claim in a Plan under the Bankruptcy Code.

(ii) If the First Out Secured Claim and the Last Out Secured Claim are classified together in a single class (within the meaning of Section 1126(c) of the Bankruptcy Code) under any Plan proposed for any Loan Party in any Insolvency Proceeding, then (1) no First Out Holder will, in its capacity as a holder of a First Out Secured Claim or proxy holder for the First Out Secured Claim, vote to approve such Plan unless the Last Out Lenders have voted to approve such Plan based upon a Tranche Vote of the Last Out Lenders and (2) no Last Out Lender will, in its capacity as a holder of a Secured Claim or proxy holder for the Last Out Secured Claim, vote to approve such Plan unless the First Out Holders have voted to accept such Plan based upon a Tranche Vote of the First Out Holders. Subject to the immediately preceding sentence and to the extent applicable, the First Out Holders irrevocably grant a proxy to the Last Out Lenders to the extent necessary to give the Last Out Lenders the exclusive right to vote the Last Out Secured Claims under any Plan (ratably based upon the Last Out Pro Rata Share) and the Last Out Lenders irrevocably grant a proxy to the First Out Holders to the extent necessary to give the First Out Holders the exclusive right to vote the First Out Secured Claims under any Plan (ratably based upon the First Out Pro Rata Share).

(iii) No Holder may, and each will be deemed to have irrevocably waived the right to, make an election under Section 1111(b) of the Bankruptcy Code to have the entire allowed claim of each member of the class treated as a secured claim in such Insolvency Proceeding notwithstanding Section 506(a) of the Bankruptcy Code, unless the First Out Holders and the Last Out Lenders, based on a Tranche Vote, have voted to make such election.

(j) Status in Insolvency Proceedings. This Agreement shall be applicable both before and after the institution of any Insolvency Proceeding (notwithstanding Section 1129(b)(1) of the Bankruptcy Code), including without limitation, the filing of any petition by or against any Loan Party under the Bankruptcy Code and all converted or succeeding cases in respect thereof. The relative rights of the Administrative Agent and the Lenders in or to any distributions including, without limitation, from or in respect of any Collateral or Proceeds of Collateral, shall continue after the institution of any Insolvency Proceeding, including, without limitation, the filing of any petition by or against any Loan Party under the Bankruptcy Code and all converted or succeeding cases in respect thereof, on the same basis as prior to the date of such institution, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party as debtor-in-possession. In connection with any Insolvency Proceeding, the agreements contained in this Agreement shall remain in full force and effect and enforceable pursuant to their terms in accordance with Section 510(a) of the Bankruptcy Code and such other applicable laws of similar effect and all references herein to any Loan Party shall be deemed to apply to such Loan Party as debtor-in-possession and to any trustee or receiver for the estate of such Loan Party. This agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code.

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(k) Reinstatement. To the extent that any of the First Out Lenders or the Last Out Lenders receive payments on the First Out Obligations or the Last Out Obligations, as applicable, or Proceeds of Collateral for application to the First Out Obligations or the Last Out Obligations, as applicable, that are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code, common law, any equitable cause or otherwise (each an “Avoidance”), and whether as a result of any demand, settlement, litigation or otherwise (each an “Avoidance Action”), then to the extent of such payment or proceeds received (calculated as of the date the notice of such Avoidance Action is received by the relevant party), such First Out Obligations or Last Out Obligations, as applicable, or part thereof, intended to be satisfied by such payment or proceeds shall be revived as of the date of reinstatement and, from and after such date of reinstatement continue in full force and effect as if such payments or proceeds had not been received by the First Out Lenders or the Last Out Lenders, as applicable. Such payments that are subject to any Avoidance shall be paid to the Administrative Agent for the benefit of the party entitled to such payment following the entry of a final, non-appealable judgment. This Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the payment priorities and the relative rights and obligations of the First Out Lenders and the Last Out Lenders provided for herein with respect to any event occurring on or after the date of such Avoidance.

(l) Post-Petition Interest, Fees and Expenses. The Administrative Agent, at the direction of the Required First Out Lenders, shall seek allowance in any Insolvency Proceeding, pursuant to Section 506 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law), for post-petition interest, fees, obligations for reimbursement of costs or expenses and/or indemnification obligations constituting First Out Obligations.

SECTION 4. Voting Agreement. Anything in the Credit Agreement or the other Loan Documents to the contrary notwithstanding, the Lenders hereby agree that, unless otherwise provided herein, the Loan Documents may be amended, supplemented or modified and any provision of the Loan Documents may be waived, including of any agreement or arrangement to forbear from the exercise of any rights or remedies with respect to the provisions of the Loan Documents (each such amendment, supplement, modification, waiver, or forbearance, a “Modification”) as provided in Section 9.01 of the Credit Agreement.

SECTION 5. Payment Waterfall. Anything to the contrary contained in the Credit Agreement and the other Loan Documents notwithstanding, the Administrative Agent and the Lenders hereby agree that (solely between themselves and without effecting an amendment to the Credit Agreement and the other Loan Documents) as follows:

(a) Subject to Section 5(b) hereof, the Administrative Agent shall apply all payments and distributions in respect of the Obligations (other than the Proceeds of Collateral that are applied pursuant to Section 5(b) hereof) received by the Administrative Agent as set forth in Section 5(b) of this Agreement and subject to Sections 6, 7, 8 and 9 of this Agreement. If any Last Out Lenders receive Proceeds of Collateral from any party other than the Administrative Agent, such Last Out Lenders shall promptly turn over such Proceeds of Collateral to the Administrative Agent for distribution in accordance with this Agreement.

(b) After the occurrence and during the continuance of a Waterfall Triggering Event of which the Administrative Agent has received written notice from the Required First Out Lenders affirmatively electing to invoke this Section 5(b) (a “Waterfall Activation Notice”), the Administrative Agent shall apply all payments and distributions in respect of the Obligations received by it and at all times, the Administrative Agent shall apply all Proceeds of Collateral as follows:

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(i) first, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to the Administrative Agent under the Loan Documents until Paid in Full;

(ii) second, to payment of all accrued and unpaid interest in respect of, and the principal balance of, all Protective Advances made by the Administrative Agent;

(iii) third, ratably in accordance with the First Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the First Out Lenders in respect of First Out Priority Obligations under the Loan Documents until Paid in Full;

(iv) fourth, ratably in accordance with the First Out Pro Rata Shares, to payment of fees and interest then due and payable at the First Out Adjusted Rate on account of the First Out Priority Obligations under the Loan Documents until Paid in Full;

(v) fifth, ratably in accordance with the First Out Pro Rata Shares, to pay all other First Out Obligations in respect of First Out Priority Obligations under the Loan Documents until Paid in Full (including without limitation cash collateralization of any Bank Product Obligations and Swap Obligations);

(vi) sixth, to payment of all other Obligations ratably among the Secured Parties (other than the Last Out Holders);

(vii) seventh, ratably in accordance with the Last Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the Last Out Lenders in respect of Last Out Priority Obligations under the Loan Documents until Paid in Full;

(viii) eighth, ratably in accordance with the Last Out Pro Rata Shares, to payment of fees and interest then due and payable at the rate set forth in Section 10 on account of the Last Out Priority Obligations under the Loan Documents until Paid in Full;

(ix) ninth, ratably in accordance with the Last Out Pro Rata Shares, to pay all other Last Out Priority Obligations under the Loan Documents until Paid in Full;

(x) tenth, ratably in accordance with the Last Out Pro Rata Shares, to payment of the Last Out Obligations not paid pursuant to clauses (viii), (ix) and (x) above until Paid in Full; and

(xi) eleventh, any remainder shall be for the account of and paid to the Borrower or to whomsoever shall be lawfully entitled thereto.

(c) Each Lender agrees that any payments or distributions in respect of the Obligations received by such Lender in violation of this Agreement shall be as promptly as practicable paid over to the Administrative Agent, for the benefit of the other Holders due such amounts, in the same form as received, with any necessary endorsements, to be applied in accordance with this Section 5, and each Lender hereby authorizes the Administrative Agent to make any such endorsements as agent for such other Holders (which authorization, being coupled with an interest, is irrevocable).

(d) Any distributions received by the Administrative Agent in a form other than cash will be held by Administrative Agent as Collateral and, at such time as such non-cash proceeds, amount or assets, are monetized and reduced to cash, will be applied in the order of application set forth in Section 5(b). The Administrative Agent will not have any duty or obligation to take actions to monetize such non-cash distributions unless the Administrative Agent is otherwise required to do so in accordance with the terms of the Loan Documents or this Agreement.

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SECTION 6. Amortization of the Term Loans. Anything to the contrary in the Credit Agreement and the other Loan Documents notwithstanding, the Administrative Agent and the Lenders hereby agree (solely among themselves and without effecting an amendment to the Credit Agreement or any other Loan Documents) that, so long as the payment priority provision provided in Section 5(b) hereof is not then applicable, each scheduled installment payment set forth in Section 2.04(b)(i) of the Credit Agreement during such time shall be applied in accordance with the provisions set forth in Section 2.04(b)(i) of the Credit Agreement. If the payment priority provision provided in Section 5(b) hereof is then in effect at the time of any such payment, such scheduled quarterly installment payment shall be applied in accordance with the provisions set forth above in Section 5(b) hereof.

SECTION 7. Application of Mandatory Prepayments. Anything to the contrary contained in the Credit Agreement and the other Loan Documents notwithstanding, the Administrative Agent and the Lenders hereby agree (solely among themselves and without effecting an amendment to the Credit Agreement or any other Loan Document) that, so long as the payment priority provision provided in Section 5(b) hereof is not then applicable, the proceeds of each mandatory prepayment of the Term Loan made pursuant to Section 2.04(b) of the Credit Agreement shall be applied in accordance with the provisions set forth in Section 2.04(b) of the Credit Agreement. If the payment priority provision provided in Section 5(b) hereof is then applicable at the time of any such mandatory prepayment, such mandatory prepayment shall be applied in accordance with the provisions set forth above in Section 5(b) hereof.

SECTION 8. Application of Optional Prepayments. Anything to the contrary contained in the Credit Agreement and the other Loan Documents notwithstanding, the Administrative Agent and the Lenders hereby agree (solely among themselves and without effecting an amendment to the Credit Agreement or any other Loan Document) that, so long as the payment priority provision provided in Section 5(b) hereof is not then applicable, any optional prepayment of the Term Loans shall be applied in accordance with provisions set forth in Section 2.04(a) of the Credit Agreement. If the payment priority provision provided in Section 5(b) hereof is then applicable at the time of any such optional prepayment, such optional prepayment shall be applied in accordance with the provisions set forth above in Section 5(b) hereof.

SECTION 9. Allocation of Interest Payments. Anything to the contrary contained in the Credit Agreement and the other Loan Documents notwithstanding, the Administrative Agent and the Lenders hereby agree (solely among themselves and without effecting an amendment to the Credit Agreement or any other Loan Document) the Last Out Term Loans shall in no event receive any cash interest payment prior to the date of the TLA/TLB Repayment Event.

SECTION 10. Buy-Out Options.

(a) First Out Buy-Out Option.

(i) The parties hereto agree that at any time on or after the occurrence of a Waterfall Triggering Event, then the First Out Lenders shall have the right, but not the obligation, to deliver a written notice within 5 Business Days after the date of the occurrence of a Waterfall Triggering Event (the “Committed First Out Buy-Out Notice”) to the Administrative Agent, for the benefit of the Last Out Lenders, to acquire on the date that is no more than 30 Business Days after the date of the Administrative Agent’s receipt of such Committed First Out Buy-Out Notice, from the First Out Lenders all (but not less than all) of the right, title and interest of the Last Out Lenders in and to the Last Out Priority Obligations (other than the Last Out Priority Obligations solely arising under the Term Loan C Side Letter, which shall

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be retained by the then-existing Last Out Lenders), the commitments related thereto and the Loan Documents (to the extent related to the foregoing and the commitments related thereto). Each First Out Lender that delivers a Committed First Out Buy-Out Notice is referred to herein as an “Electing First Out Lender”. In the event all First Out Lenders are Electing First Out Lenders, each such Electing First Out Lender shall be entitled to purchase an amount of the Last Out Priority Obligations equal to the product of (x) the aggregate amount of all outstanding Last Out Priority Obligations and (y) such Electing First Out Lender’s First Out Pro Rata Share. In the event less than all First Out Lenders are Electing First Out Lenders, the Electing First Out Lenders shall be entitled to purchase the Last Out Priority Obligations in accordance with the proportion of the First Out Obligations held by each Electing First Out Lender bears to the First Out Obligations of all Electing First Out Lenders.

(ii) Upon the receipt by the Administrative Agent of a Committed First Out Buy-Out Notice, each Electing First Out Lender irrevocably shall be committed, severally, to acquire from the Last Out Lenders, within 30 Business Days after the date of the Administrative Agent’s receipt of such Committed First Out Buy-Out Notice, all (but not less than all) of the right, title and interest of the Last Out Lenders in and to the Last Out Priority Obligations (other than the Last Out Priority Obligations solely arising under the Term Loan C Side Letter, which shall be retained by the then-existing Last Out Lenders). On the date of the purchase and sale, the Electing First Out Lenders shall pay to the Administrative Agent (or such other Person as the relevant Last Out Lenders may specify to the Administrative Agent for such purpose), for the benefit of the Last Out Lenders in accordance with their respective Last Out Pro Rata Shares:

(1) 100% of the outstanding balance with respect to such Last Out Lenders’ Last Out Term Loans, including principal, interest accrued and unpaid thereon, and any unpaid fees, to the extent earned or due and payable in accordance with the Loan Documents (excluding Unasserted Contingent Obligations, Excess Last Out Obligations, and Last Out Priority Obligations solely arising under the Term Loan C Side Letter, which shall be retained by the then-existing Last Out Lenders), including all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding; and

(2) all expenses, and indemnity claims to the extent due and payable, of such Last Out Lenders, to the extent earned or due and payable in accordance with the Loan Documents (excluding Unasserted Contingent Obligations and Excess Last Out Obligations).

(b) Procedures. In connection with any such purchase and sale pursuant to this Section 10, on the effective date thereof, each Last Out Lender (collectively, the “Transferors”, and, each, a “Transferor”) and Electing First Out Lender (collectively, the “Electing Lenders”, and, each, an “Electing Lender”) shall execute and deliver an assignment and assumption agreement in the form required by the Credit Agreement, with such changes as shall be required to effect such assignment, pursuant to which, among other things, each Transferor shall assign to the Electing Lenders its Last Out Pro Rata Share of the Last Out Priority Obligations, as applicable, and any related commitments. Such purchase and sale shall be without any representation, recourse, or warranty whatsoever, except, to the extent required by the Electing Lenders that (1) the amount quoted by such Transferor as the purchase price for its portion of the Last Out Priority Obligations represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (2) such Transferor is the legal and beneficial owner of the Last Out Priority Obligations being assigned by it, (3) the Last Out Priority Obligations being assigned by it are free and clear of any lien, encumbrance, participation interest or other adverse claim and (4) it has full power and authority, and has taken all action necessary, to execute and deliver the assignment and assumption agreement pursuant to which it assigns the Last Out Priority Obligations being assigned by it.

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(c) Administrative Agent. In connection with any such assignment:

(i) the assignee Lenders shall pay the out-of-pocket expenses of the Administrative Agent (including any assignment fees) in connection with documenting and effecting such assignment, to the extent earned or due and payable in accordance with the Loan Documents; and

(ii) (1) the Last Out Lenders shall retain their indemnification rights under the Loan Documents for action or other matters arising on or prior to the date of such assignment, and (2) in the event that at the time of such assignment, there exists Excess Last Out Obligations, the assignment will not include (nor shall the purchase price be calculated with respect to) such Excess Last Out Obligations (clauses (1) and (2), together with all interest, fees, expenses, costs (including rights to reimbursement from Loan Parties for costs and expenses), premiums, indemnities, other charges and all other amounts in respect of the foregoing, the “Retained Interest”).

(d) Collateral Documents. In connection with such assignment, the Transferors shall deliver to the Electing Lenders (or their agent) any original Collateral in their possession and shall execute such other customary documents, instruments, and agreements reasonably necessary to effect such assignment, whereupon the Transferors shall each cease to be a party to this Agreement.

(e) Delegation. Anything in this Agreement to the contrary notwithstanding, each party hereto agrees that each Electing Lender may assign and delegate to any one or more of its Affiliates or Related Funds any of the rights and obligations acquired by such Lender as a result of its exercise of its rights pursuant to this Section 10.

(f) Voting; Modifications. With respect to each Modification requiring Required Lender consent under the Credit Agreement, each Last Out Lender agrees that it shall be deemed to vote in the same manner as the Term Loan A Lenders and Term Loan B Lenders.

SECTION 11. Incremental Term C Loans; Protective Advances.

(a) Incremental Term C Loans.

(i) In connection with any request for Term C Loans under the Incremental Term Loan C Facility (such loans, collectively, the “Incremental Term C Loans”, and, each, an “Incremental Term C Loan”) by the Borrower, each Term Loan C Lender that is a Term Loan C Lender under the Credit Agreement as of the date of any Borrower’s request for such Incremental Term C Loan shall be permitted (but not required) to make all or a portion of such Incremental Term C Loan requested by such Borrower, ratably in proportion to its Last Out Pro Rata Share immediately prior to giving effect to the funding of such Incremental Term C Loan, with such Incremental Term C Loan made by Last Out Lenders being a part of the Last Out Term Loan.

(ii) In the event that any Term Loan C Lender elects to not participate in such incremental facility with respect to all or any portion of such Incremental Term C Loan requested by any Borrower (such portion of such Incremental Term C Loan, the “Incremental Rejected Amount”), then the other Term Loan C Lenders shall be permitted (but not required) to provide (subject in all respects to Section 11(a)(ii)) all or a portion of such Incremental Rejected Amount, ratably in proportion to its applicable pro rata share among such electing Term Loan C Lenders immediately prior to giving effect to the funding of such Incremental Term C Loan.

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(iii) To the extent that such Incremental Rejected Amount is also rejected by the other Term C Lenders, then proposed third-party lenders shall be permitted to provide (subject in all respects to Section 11(a)(iv) below) all or a portion of such Incremental Rejected Amount; provided that such Incremental Rejected Amount shall remain a Last Out Term Loan.

(iv) If a proposed third-party lender provides any portion of the Incremental Term C Loan, then (1) such proposed lender shall join this Agreement as an Additional Lender and a Last Out Lender by executing and delivering to Agent an acknowledgment to this Agreement, substantially in the form of Exhibit A hereto, acknowledging the agreement of such Additional Lender to be bound by the terms hereof and (2) the aggregate amount of the Incremental Term C Loan provided by such Additional Lender shall be allocated as set forth in this Section 11(a)(iv).

(v) Each of the parties hereto agrees that in no event shall the aggregate principal amount of the Incremental Term C Loans and the initial Term C Loans exceed $35,000,000 (excluding increases in the principal amount thereof directly resulting from accrual of paid-in-kind principal thereon).

(b) Protective Advances. The Administrative Agent may, in its discretion, make Protective Advances in an unlimited amount.

SECTION 12. Successors and Assigns. The provisions of this Agreement shall be binding and inure to the benefit of the Lenders, the Administrative Agent and their respective successors and assigns permitted hereby, including all other Lenders that are successors to or assignees of each Lender and including any successor Administrative Agent. As a condition to each assignment by a Lender under Section 9.07 of the Credit Agreement to an assignee who is not already a Lender party hereto, each such assignee shall execute and deliver to the Administrative Agent an acknowledgment to this Agreement, substantially in the form of Exhibit A hereto, acknowledging the agreement of such assignee to be an Additional Holder and to be bound by the terms hereof. Failure of any assignment to satisfy any of the above conditions shall render the assignment null and void.

SECTION 13. Subrogation, Elevation, Etc. Subject to Payment in Full of the First Out Priority Obligations, to the extent cash, property or securities otherwise payable or deliverable to the holders of the Last Out Obligations shall have been applied pursuant to this Agreement to the payment of First Out Obligations then, and in each such event, the holders of the Last Out Obligations shall be subrogated to the rights of each holder of First Out Obligations to receive any further payment or distribution in respect of or applicable to the First Out Obligations. For the purposes of such subrogation, no payment or distribution to the holders of First Out Obligations of any cash, property or securities to which any holder of Last Out Obligations would be entitled except for the provisions of this Agreement shall, and no payment over pursuant to the provisions of this Agreement to the holders of First Out Obligations by the holders of the Last Out Obligations shall, as between any obligor on account of the First Out Obligations, its creditors other than the holders of First Out Obligations and the holders of Last Out Obligations, be deemed to be a payment by such obligor to or on account of First Out Obligations.

SECTION 14. Marshaling. Until the First Out Obligations are Paid in Full and except as otherwise expressly permitted hereunder (including any permitted actions described in Section 2(g)), no Last Out Lender may assert and each hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert, or otherwise claim the benefit of, any marshaling, appraisal, valuation, or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

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SECTION 15. Entire Agreement. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. The parties hereto agree that the Loan Documents remain in full force and effect as written; provided that to the extent there is an inconsistency between the provisions of this Agreement and the provisions of the other Loan Documents, the provisions of this Agreement shall, as between the parties hereto, be controlling. The Lenders have not entered, and will not enter, into any agreements with any other Lender that conflict with the terms of this Agreement.

SECTION 16. Amendments in Writing. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by each party hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Amendments and waivers of this Agreement shall not require the consent of any Person other than the Administrative Agent and the Lenders.

SECTION 17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

SECTION 18. Governing Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

SECTION 19. Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Affiliate of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

SECTION 20. Execution in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Agreement by facsimile transmission or email transmission (including .pdf delivery) shall be effective as delivery of a manually executed counterparty hereof.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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SECTION 21. Notices. All notices under this Agreement shall be delivered as provided in, and such notices shall be subject to, Section 9.02 of the Credit Agreement.

SECTION 22. Specific Performance. The parties hereto may demand specific performance of this Agreement and each party hereto hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any other party hereto.

SECTION 23. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 24. Conflicts. If this Agreement conflicts with any of the terms of the Credit Agreement or any Loan Document, this Agreement shall control.

SECTION 25. Affiliates Bound. Each Lender agrees that it shall cause each of its Related Funds that hold Bank Product Obligations or Swap Obligations to act in accordance with this Agreement as if such Related Fund were a signatory hereunder.

SECTION 26. Costs and Attorney’s Fees. In the event it becomes necessary for any party to commence or become a party to any proceeding or action to enforce the provisions of this Agreement, the court or body before which the same may be tried may award to the prevailing party all costs and expenses thereof, including reasonable attorneys’ fees, the usual and customary and lawfully recoverable court costs, and all other expenses in connection therewith.

SECTION 27. Tax Treatment. Each party hereto agrees that for all relevant U.S. federal, state and local tax purposes: (a) the rights and obligations of each of the Last Out Lenders and each of the First Out Lenders set forth in this Agreement or the Loan Documents shall be treated as (i) a loan made by each of the initial First Out Lenders to the Borrowers bearing interest equal to the total amount of interest that a First Out Lender ultimately receives under the Loan Documents and (ii) a loan made by each of the initial Last Out Lenders to the Borrowers bearing interest equal to the total amount of interest that a Last Out Lender ultimately receives under the Loan Documents; (b) any payments received as interest by any Lender that is a party hereto under this Agreement shall be treated in its entirety as a payment of interest on indebtedness by the Borrowers to such Lender pursuant to the interest it holds in the Obligations as set forth in this Section 27; (c) any party to this Agreement making any payment under this Agreement to another party is transmitting such payment on behalf of any Borrower strictly as an agent for such Borrower (or otherwise solely as a nominee); (d) no party hereto intends to form a partnership with any other party hereto or any Loan Party with respect to any of the transactions set forth in this Agreement or the Loan Documents; and (e) no party hereto shall (i) file any tax return, report or declaration inconsistent with the foregoing, (ii) take any position inconsistent with the foregoing in any proceeding before any taxing authority, or (iii) enter into any agreement with any other Person inconsistent with the foregoing, in each case for purposes of this clause (e) unless otherwise required by a contrary “determination” within the meaning of Section 1313 of the Code.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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SECTION 28. Register. The Administrative Agent, acting for this purpose as a non-fiduciary agent of each Lender, shall maintain at one of its offices in the United States a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amount and interest of, the First Out Term Loan and Last Out Term Loan pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and each Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a First Out Lender or Last Out Lender, as applicable, hereunder for all purposes of the Applicable Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by any Lender, at any reasonable time and from time to time upon reasonable prior notice to the Administrative Agent.

[Signature Pages Follow]

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

Page 25 of 31

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective duly authorized officers or signatories as of the day and year first above written.

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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EXHIBIT A

ADDITIONAL HOLDER ACKNOWLEDGMENT

Reference is hereby made to the Agreement Among Lenders dated as of February 28, 2022 (as amended or otherwise modified from time to time, the “Agreement”), among the Lenders referred to therein, and CLMG Corp., as the Administrative Agent. All capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Agreement when used herein. The undersigned Additional Holder has entered into an Assignment and Assumption with a Lender pursuant to Section 9.07 of the Credit Agreement and hereby acknowledges the terms and conditions of the Agreement and agrees to be bound thereby as [a First Out Lender][a Last Out Lender].

Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022

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Exhibit 10.4

Execution Version

CONFIDENTIAL

February 28, 2022

U.S. Well Services, LLC and the other Loan Parties (as defined below)

1360 Post Oak Boulevard, Suite 1800

Houston, Texas 77056

Attention: Kyle O’Neill

Re: Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement, dated February 28, 2022, and Term C Loan Repayment Premium

Ladies and Gentlemen:

Reference is made to (a) that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, collectively, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (“Holdings”, together with the Parent, the Borrower, and the Subsidiary Guarantors, collectively, the “Loan Parties”), CLMG Corp., as Administrative Agent (the “Administrative Agent”), CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”), and the Lenders party thereto from time to time, and (b) that certain Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement, dated as of the date hereof (the “Sixth Amendment”; the Existing Credit Agreement as amended by the Sixth Amendment, and as further amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Parent, Holdings, the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, and the Lenders party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement or the Sixth Amendment, as applicable.

To induce the Term Loan C Lenders to extend credit to the Borrower on account of the Term C Loans, in each case, on the terms and conditions set forth in the Sixth Amendment and the Credit Agreement (the “Transaction”), and for the consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this letter agreement (this “Letter Agreement”), by and among the Term Loan C Lenders and the holders of the Warrants party hereto, on the one hand, and the Loan Parties, on the other hand, memorializes the following agreements:

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3. Tax Matters. Each Loan Party, each Term Loan C Lender and each holder of the Warrants agrees (i) to treat any Term C Loan as indebtedness for U.S. federal and applicable state and local income tax purposes, (ii) that the Warrants have a fair market value in the amount of $1,165,412 (the “Warrant Premium”), (iii) that an adjustment to the issue price of the Term C Loans will be made for the Warrant Premium for U.S. federal income and applicable state and local income tax purposes, and (iv) to reasonably consult with each other regarding the reporting on any U.S. federal (or applicable state or local) income tax return with respect to any Term C Loan, including the accrual of any original issue discount on any Term C Loan.

4. Confidentiality. Without intending to adversely modify the contents of any confidentiality agreement (including Section 9.09 of the Credit Agreement) that may have been or may be executed between any Term Loan C Lender and any Loan Party (or its respective affiliates) with respect to the Transaction, the existence and contents of this Letter Agreement (including its attachments and any related documents) and all discussions between the Term Loan C Lenders and their respective affiliates and representatives, and the Loan Parties and their respective stockholders, partners, members, managers, officers, directors, employees, agents, and representatives (collectively, the “Representatives”), relating to the Transaction are confidential to the Term Loan C Lenders and may not be disclosed by the Loan Parties or their respective Representatives to any third party without each such Term Loan C Lender’s prior written consent, except to (i) the Loan Parties’ Representatives and their respective counsel, advisors, and auditors, (ii) regulators and rating agencies, in each case, on a confidential and “need to know” basis in connection with the transactions contemplated hereby (it being understood that the Loan Parties shall be liable for any breach of this confidentiality obligation by any such person or entity), or as required by law, legal process, or judicial order, and (iii) the Administrative Agent and its Representatives. Any disclosure required by law, legal process, or judicial order may be made by the Loan Parties or their respective Representatives only after the applicable Loan Party has given the Term Loan C Lenders (to the extent such Loan Party may lawfully do so) as much notice as is reasonably practicable under the circumstances and has consulted with the Term Loan C Lenders as to the content and treatment of that disclosure. The confidentiality obligations set forth in this Letter Agreement shall extend to and apply to all drafts of the definitive Transaction documentation furnished to the Loan Parties or the Loan Parties’ respective Representatives prior to the execution and delivery of the definitive Transaction documentation.

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5. Release. AS A MATERIAL INDUCEMENT TO THE TERM LOAN C LENDERS TO ENTER INTO THE SIXTH AMENDMENT AND EXTEND CREDIT ON ACCOUNT OF THE TERM C LOANS, THE BORROWER AND EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES AND LEGAL REPRESENTATIVES WHETHER OR NOT A PARTY HERETO (THE BORROWER, EACH SUCH LOAN PARTY, SUCH OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES AND LEGAL REPRESENTATIVES BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGORS, ET AL.”), AUTOMATICALLY, AND WITHOUT FURTHER ACTION BY ANY PERSON, HEREBY FULLY, FINALLY AND COMPLETELY RELEASE AND FOREVER DISCHARGE EACH TERM LOAN C LENDER AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, “TERM LOAN C LENDER, ET AL.”) OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER RELATING TO THE FACILITIES AND/OR THE LOAN DOCUMENTS, AND WAIVE AND RELEASE ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE OBLIGATIONS WHICH OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE AGAINST ANY TERM LOAN C LENDER, ET AL., IN EACH CASE ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING PRIOR TO OR IN CONNECTION WITH THE EXECUTION OF THIS LETTER AGREEMENT.

6. Indemnification. WITHOUT LIMITING ANY OF THE TERM LOAN C LENDERS’ RIGHTS, OR THE LOAN PARTIES’ OBLIGATIONS, UNDER SECTION 9.04 OF THE CREDIT AGREEMENT (WHICH THE BORROWER AND THE OTHER LOAN PARTIES HEREBY RATIFY, REITERATE AND RECONFIRM), THE LOAN PARTIES HEREBY AGREE TO INDEMNIFY, DEFEND AND SAVE AND HOLD HARMLESS EACH TERM LOAN C LENDER, EACH OF THEIR AFFILIATES AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, TRUSTEES, AGENTS AND ADVISORS OF EACH OF THE FOREGOING (EACH, AN “INDEMNIFIED PARTY”) FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) THIS LETTER AGREEMENT, AND/ OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

7. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS LETTER AGREEMENT OR THE OTHER LOAN DOCUMENTS: (A) NONE OF THE TERM LOAN C LENDERS OR ANY INDEMNIFIED PARTY SHALL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR

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CONSEQUENTIAL DAMAGES IN CONNECTION WITH THEIR RESPECTIVE ACTIVITIES RELATED TO THIS LETTER AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, THE LOANS, OR OTHERWISE IN CONNECTION WITH THE FOREGOING; (B) WITHOUT LIMITING THE FOREGOING, NONE OF THE TERM LOAN C LENDERS OR ANY INDEMNIFIED PARTY SHALL BE SUBJECT TO ANY EQUITABLE REMEDY OR RELIEF, INCLUDING SPECIFIC PERFORMANCE OR INJUNCTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY; (C) NONE OF THE TERM LOAN C LENDERS OR ANY INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY TO THE LOAN PARTIES, FOR DAMAGES OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY UNTIL THE EFFECTIVE DATE HAS OCCURRED; AND (D) PURSUANT TO SECTION 9 OF THE SIXTH AMENDMENT, IN NO EVENT SHALL LENDERS’ LIABILITY TO THE LOAN PARTIES EXCEED ACTUAL DIRECT DAMAGES INCURRED BY THE LOAN PARTIES OF UP TO $10,000,000 IN THE AGGREGATE.

8. Governing Law. THIS LETTER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS LETTER AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS LETTER AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9 AND EXECUTED BY EACH OF THE PARTIES HERETO, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS LETTER AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10. Assignments; Entire Agreement. The Borrower and the other Loan Parties may not assign any of its or their rights or obligations under this Letter Agreement without the prior written consent of each of the Term Loan C Lenders and the holders of the Warrants party hereto (and any such assignment without such consent shall be null and void ab initio); provided, that, for the avoidance of doubt, it is acknowledged and agreed that each Term Loan C Lender and each holder of the Warrants party hereto may assign its rights and obligations under this Letter Agreement to any successor or subsequent assignee of the

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Term C Loans or the Warrants; provided, however, that in the event that the Term Loan A Lenders and/or Term Loan B Lenders exercise the first out buy-out option pursuant to Section 10 of the Agreement Among Lenders, the rights and obligations under this Letter Agreement shall not be transferred or assigned to such purchasing Term Loan A Lenders and/or Term Loan B Lenders, and shall remain the rights and obligations of the Term Loan C Lenders (including, without limitation, the right to receive payment on account of the Term C Loan Repayment Premium on the terms and conditions set forth in this Letter Agreement). This Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Letter Agreement and may only be amended by written agreement signed by the Loan Parties, the Term Loan C Lenders, and the holders of the Warrants party hereto. This Letter Agreement supersedes all prior understandings, whether written or oral, between the Term Loan C Lenders, the holders of the Warrants party hereto, and the Loan Parties with respect to the contents hereof.

11. Counterparts. This Letter Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute one and the same Letter Agreement. Delivery of an executed counterpart of this Letter Agreement by facsimile or other electronic transmission (including an email of a signature page in “.pdf” or “.tif” format) shall be as effective as delivery of an original executed counterpart of this Letter Agreement.

12. Loan Document; Obligations. The Loan Parties agree and acknowledge that: (a) this Letter Agreement is a “Loan Document” as defined in the Credit Agreement and a “Term Loan Document” under the Intercreditor Agreement; and (b) the obligations of the Loan Parties under this Letter Agreement, including, without limitation, with respect to the Term C Loan Repayment Premium, constitute “Obligations” under the Credit Agreement, “Term Loan Obligations” under the Intercreditor Agreement, “Guaranteed Obligations” under the Guaranty, and “Obligations” under the Term Loan Security Agreement.

13. Miscellaneous. This Letter Agreement, the Sixth Amendment, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. Capitalized terms defined herein in the preliminary statements and/or recitals shall be incorporated as if set out in full in the operative provisions hereunder. Section 1.04 of the Credit Agreement is hereby incorporated herein as if set out in full hereunder, mutatis mutandis. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ANY CASH AMOUNT OR OTHER CONSIDERATION BE PAYABLE BY ANY LOAN PARTY, AND NO TERM LOAN C LENDER SHALL ACCEPT ANY CASH AMOUNT OR OTHER CONSIDERATION, UNDER ANY PROVISION OF THIS LETTER AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 6 OF THIS LETTER AGREEMENT, IN EACH CASE, UNTIL THE OCCURRENCE OF THE TLA/TLB REPAYMENT EVENT.

[Remainder of page left blank; signature pages follow.]

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt.

Sincerely,

CRESTVIEW III USWS HOLDINGS 2, L.P., as a Term Loan C Lender

By: Crestview III USWS GP 2, LLC, its general partner

[Signature Page – Side Letter Agreement (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

Acknowledged and Agreed by:

U.S. WELL SERVICES, LLC, as Borrower

[Signature Page – Side Letter Agreement (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

Exhibit 10.5

Execution Version

CONFIDENTIAL

March 3, 2022

U.S. Well Services, LLC and the other Loan Parties (as defined below)

1360 Post Oak Boulevard, Suite 1800

Houston, Texas 77056

Attention: Kyle O’Neill

Re: Amendment to Term Loan C Side Letter

Ladies and Gentlemen:

Reference is made to that certain letter agreement, dated as of February 28, 2022 (as supplemented by that certain Joinder to Term Loan C Side Letter, dated as of March 1, 2022, by and among the parties thereto, the “Term Loan C Side Letter”), by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, collectively, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (“Holdings”, together with the Parent, the Borrower, and the Subsidiary Guarantors, collectively, the “Loan Parties”), Crestview III USWS Holdings 2, L.P. (“Crestview Holdings”), THRC Holdings, LP, a Texas limited partnership (“THRC”), David Matlin, Peter Schoels (together with Crestview Holdings, THRC and David Matlin, collectively, the “Term Loan C Lenders”) and Crestview III USWS, L.P., as Delaware limited partnership (“Crestview L.P.”), and Crestview III USWS TE, LLC, a Delaware limited liability company (“Crestview TE”, together with THRC, David Matlin, Peter Schoels and Crestview L.P., collectively, the “Warrant Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Term Loan C Side Letter.

The Loan Parties, the Term Loan C Lenders, and the Warrant Holders desire to enter into this letter agreement (this “Amendment”) in order to amend the Term Loan C Side Letter as set forth herein.

The parties hereto hereby agree as follows:

1. Amendment. Section 1(a) of the Term Loan C Side Letter is hereby amended by deleting and replacing the references therein to (a) “fifty percent (50.0%)” with “thirty percent (30.0%)” and (b) “seventy-five percent (75.0%)” with “sixty-five percent (65.0%)”.

2. Effect. Except as expressly modified by this Amendment, the terms and provisions of the Term Loan C Side Letter remain in full force and effect in accordance with its terms.

3. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission (including an email of a signature page in “.pdf” or “.tif” format) shall be as effective as delivery of an original executed counterpart of this Amendment. The parties hereto agree that, for the avoidance of doubt, this Amendment and its contents are subject to the confidentiality, indemnification, limitation of liability, governing law, and waiver of jury trial provisions of the Term Loan C Side Letter.

4. Loan Document. The Loan Parties agree and acknowledge that this Amendment is a “Loan Document” as defined in the Credit Agreement and a “Term Loan Document” under the Intercreditor Agreement.

[Remainder of page left blank; signature pages follow.]

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt.

Sincerely,

[Signature Page – Side Letter Amendment (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

[Signature Page – Side Letter Amendment (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

[Signature Page – Side Letter Amendment (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

[Signature Page – Side Letter Amendment (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

[Signature Page – Side Letter Amendment (USWS – Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement)]

Exhibit 10.6

Proposed Final Form

WARRANT AGREEMENT

between

U.S. WELL SERVICES, INC.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 28, 2022, is by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

WHEREAS, the Company entered into (a) that certain Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement, dated as of the date hereof by and among the Company, and the other loan parties, CLMG Corp., as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time (the “Sixth Amendment”), in order to, among other things, amend the Original Credit Agreement (as defined in the Sixth Amendment) in order to allow the extension of credit by the Term Loan C Lenders (as defined in the Sixth Amendment) (as amended, supplemented, amended and restated or otherwise modified from time to time, including by the Sixth Amendment, the “Amended Term Loan Agreement”), and (b) Side Letter Agreement, dated as of the date hereof (the “Term Loan Side Letter” and together with the Amended Term Loan Agreement and the Sixth Amendment, the “Debt Financing Agreements”), by and among the Company, the Term Loan C Lenders (as defined in the Sixth Amendment), and the Purchasers (as defined below), and each other party signatory thereto;

WHEREAS, the Company agreed (as a condition to the obligation of the Term Loan C Lenders) to sell to each of Crestview III USWS, L.P., a Delaware limited partnership, and Crestview III USWS TE, LLC, a Delaware limited liability company (collectively, the “Purchasers”), the warrants (the “Warrants”) in the amounts as set forth in the Sixth Amendment at a at an aggregate fair market value of $1,165,412 (as set forth in the Term Loan Side Letter); and

WHEREAS, each Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), for the Warrant Price as described herein; and

WHEREAS, simultaneously with the execution of this Agreement, the Company and the Purchasers entered into that certain Registration Rights Agreement relating to the Class A Common Stock; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. WARRANTS.

2.1 Form of Warrant. Each Warrant shall be issued in registered form only.

2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration.

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

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2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

3. TERMS AND EXERCISE OF WARRANTS.

3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Class A Common Stock stated therein (the “Warrant Entitlement”), at the price of $1.10 per share (the “Warrant Price”), subject to the adjustments provided in Section 4 hereof.

3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date of this Agreement and terminating at 5:00 p.m., New York City time, on the date that is six (6) years after such date (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date.

3.3 Exercise of Warrants.

3.3.1 Cashless Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised in whole or in part from time to time by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (a) the product of (i) the aggregate Warrant Entitlement of the Warrants subject to such surrender and exercise, multiplied by (ii) the difference between the Warrant Price and the “Fair Market Value”, as defined in this Section 3.3.1, by (b) the Fair Market Value. Solely for purposes of this Section 3.3.1, “Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered by such holder to the Warrant Agent. The holder shall be responsible for any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for shares of Class A Common Stock and the issuance of such Class A Common Stock. For the avoidance of doubt, the Warrant shall only be exercisable on a “cashless” basis in accordance with this Section 3.1.1.

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3.3.2 Issuance of Shares of Class A Common Stock on Exercise.

(a) As soon as practicable after the exercise of any Warrant pursuant to Section 3.3.1, the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A Common Stock to which it is entitled, registered in such name or names as may be directed by it, and if such Warrant shall not have been exercised in full, a countersigned Warrant for the number of shares of Class A Common Stock as to which such Warrant shall not have been exercised. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of Class A Common Stock. If the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

3.3.3 Valid Issuance. All shares of Class A Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Class A Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A Common Stock on the date on which the Warrant was surrendered, irrespective of the date of delivery of such certificate, except that, if the date of such surrender is a date when the share transfer books of the Company of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of Class A Common Stock at the close of business on the next succeeding date on which the share transfer books are open.

4. ADJUSTMENTS.

4.1 Stock Dividends.

4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the Warrant Entitlement shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common

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Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2 Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Class A Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than as described in subsection 4.1.1 above, then the Warrant Price shall be decreased, effective immediately after the effective date of such dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Class A Common Stock in respect of such dividend.

4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the Warrant Entitlement shall be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.

4.3 Adjustments in Warrant Price and Warrant Entitlement. Whenever the Warrant Entitlement is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the Warrant Entitlement immediately prior to such adjustment, and (y) the denominator of which shall be the Warrant Entitlement immediately thereafter. Whenever the Warrant Price is adjusted as provided in subsection 4.1.2 above, the Warrant Entitlement shall be adjusted by multiplying such Warrant Entitlement immediately prior to such adjustment by a fraction (x) the numerator of which shall be the Warrant Price immediately prior to such adjustment, and (y) the denominator of which shall be the Warrant Price immediately thereafter.

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A Common Stock (other than a change covered by subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another entity in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting power of the Company’s securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or

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substantially as an entirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that if the holders of the Class A Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Class A Common Stock in such consolidation or merger that affirmatively make such election; provided further, that if less than seventy percent (70%) of the consideration receivable by the holders of the Class A Common Stock in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) the price of each share of Class A Common Stock shall be the average last reported sale price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (2) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (3) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A Common Stock consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the average last reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Class A Common Stock covered by subsections 4.1.1 hereof, then such adjustment shall be made pursuant to subsections 4.1.1 or Sections 4.2 or 4.3 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the Warrant Entitlement under Section 4, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the Warrant Entitlement, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Subject to the procedures in Section 4.8 (as applicable), the Company shall be responsible for any adjustments made to the Warrant Price or Warrant Entitlement. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.8, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Class A Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same Warrant Entitlement as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5. TRANSFER AND EXCHANGE OF WARRANTS.

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

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5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate for a fraction of a warrant.

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

6.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

6.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

6.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Class A Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

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6.4 DTC Undertaking. The Company shall use commercially reasonable efforts to exchange each holder’s Warrants for book-entry interests in a global Warrant at The Depositary Trust Company with an unrestricted CUSIP no later than the date that is 370 days from such Warrants’ issuance date (or such shorter period of time if permitted under the securities laws or if such Warrants are sold under Rule 144 or under a registration statement).

7. CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

7.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Class A Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A Common Stock.

7.2 Resignation, Consolidation, or Merger of Warrant Agent.

7.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

7.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A Common Stock not later than the effective date of any such appointment.

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7.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

7.3 Fees and Expenses of Warrant Agent.

7.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

7.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

7.4 Liability of Warrant Agent.

7.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Secretary and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

7.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

7.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and non-assessable.

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7.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A Common Stock through the exercise of the Warrants.

7.6 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

8. MISCELLANEOUS PROVISIONS.

8.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

8.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, or by e-mail with delivery receipt obtained, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

U.S. Well Services, Inc.

1360 Post Oak Boulevard, Suite 1800

Houston, Texas 77056

Email: KONeill@uswellservices.com

Attention: Kyle O’Neill, Chief Financial Officer

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, or by e-mail with delivery receipt obtained, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004

Email: compliance@continentalstock.com

Attention: Compliance Department

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8.3 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

8.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

8.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

8.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (a) for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (b) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of more than seventy-five percent (75%) of the then outstanding Warrants.

8.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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Exhibit A Form of Warrant Certificate

Exhibit B Legend — Warrants

[Signature Page Follows]

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

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

U.S. WELL SERVICES, INC.

Incorporated Under the Laws of the State of Delaware

Warrant Certificate

This Warrant Certificate certifies that _________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of U.S. Well Services, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock equal to the Warrant Entitlement at a price (the “Warrant Price”) as determined pursuant to the Warrant Agreement and through “cashless” exercise provisions set forth in Section 3.3.1 thereof, upon surrender of this Warrant Certificate at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

The initial Warrant Price per share of Class A Common Stock for any Warrant is equal to $1.10 per share; provided, however, that a Warrant may not be exercised for a fractional share. The Warrant Price and the Warrant Entitlement are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of February 28, 2022 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, at the principal corporate trust office of the Warrant Agent through the “cashless” exercise provisions as provided for in the Warrant Agreement. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Class A Common Stock of U.S. Well Services, Inc. (the “Company”) in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of _______________, whose address is _______________ and that such shares of Class A Common Stock be delivered to __________ whose address is __________. If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of __________, whose address is _______________ and that such Warrant Certificate be delivered to _______________, whose address is _______________.

The Warrant may only be exercised on a “cashless” basis pursuant to Section 3.3.1 of the Warrant Agreement. Accordingly, (i) the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 3.3.1 of the Warrant Agreement and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of _______________, whose address is _______________ and that such Warrant Certificate be delivered to _______________, whose address is _______________.

[Signature Page Follows]

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

EXHIBIT B

LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Exhibit 10.7

Execution Version

WARRANT AGREEMENT

between

U.S. WELL SERVICES, INC.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2022, is by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

WHEREAS, the Company entered into (a) that certain Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement, dated as of the date hereof by and among the Company, and the other loan parties, CLMG Corp., as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time (the “Sixth Amendment”), in order to, among other things, amend the Original Credit Agreement (as defined in the Sixth Amendment) in order to allow the extension of credit by the Term Loan C Lenders (as defined in the Sixth Amendment) (as amended, supplemented, amended and restated or otherwise modified from time to time, including by the Sixth Amendment, the “Amended Term Loan Agreement”), and (b) Side Letter Agreement, dated as of the date hereof (the “Term Loan Side Letter” and together with the Amended Term Loan Agreement and the Sixth Amendment, the “Debt Financing Agreements”), by and among the Company, the Term Loan C Lenders (as defined in the Sixth Amendment), and each other party signatory thereto;

WHEREAS, the Company agreed to sell to certain additional Term Loan C Lenders, the warrants (the “Warrants”) in the amounts as set forth in a joinder to the Amended Term Loan Agreement at an aggregate fair market value of $166,792.00 (as set forth in the Term Loan Side Letter); and

WHEREAS, each Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), for the Warrant Price as described herein; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. WARRANTS.

2.1 Form of Warrant. Each Warrant shall be issued in registered form only.

2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration.

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

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3. TERMS AND EXERCISE OF WARRANTS.

3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Class A Common Stock stated therein (the “Warrant Entitlement”), at the price of $1.29 per share (the “Warrant Price”), subject to the adjustments provided in Section 4 hereof.

3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date of this Agreement and terminating at 5:00 p.m., New York City time, on the date that is six (6) years after such date (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date.

3.3 Exercise of Warrants.

3.3.1 Cashless Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised in whole or in part from time to time by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (a) the product of (i) the aggregate Warrant Entitlement of the Warrants subject to such surrender and exercise, multiplied by (ii) the difference between the Warrant Price and the “Fair Market Value”, as defined in this Section 3.3.1, by (b) the Fair Market Value. Solely for purposes of this Section 3.3.1, “Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered by such holder to the Warrant Agent. The holder shall be responsible for any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for shares of Class A Common Stock and the issuance of such Class A Common Stock. For the avoidance of doubt, the Warrant shall only be exercisable on a “cashless” basis in accordance with this Section 3.1.1.

3.3.2 Issuance of Shares of Class A Common Stock on Exercise.

(a) As soon as practicable after the exercise of any Warrant pursuant to Section 3.3.1, the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A Common Stock to which it is entitled, registered in such name or names as may be directed by it, and if such Warrant shall not have been exercised in full, a

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countersigned Warrant for the number of shares of Class A Common Stock as to which such Warrant shall not have been exercised. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of Class A Common Stock. If the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

3.3.3 Valid Issuance. All shares of Class A Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Class A Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A Common Stock on the date on which the Warrant was surrendered, irrespective of the date of delivery of such certificate, except that, if the date of such surrender is a date when the share transfer books of the Company of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of Class A Common Stock at the close of business on the next succeeding date on which the share transfer books are open.

4. ADJUSTMENTS.

4.1 Stock Dividends.

4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the Warrant Entitlement shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

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4.1.2 Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Class A Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than as described in subsection 4.1.1 above, then the Warrant Price shall be decreased, effective immediately after the effective date of such dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each share of Class A Common Stock in respect of such dividend.

4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the Warrant Entitlement shall be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.

4.3 Adjustments in Warrant Price and Warrant Entitlement. Whenever the Warrant Entitlement is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the Warrant Entitlement immediately prior to such adjustment, and (y) the denominator of which shall be the Warrant Entitlement immediately thereafter. Whenever the Warrant Price is adjusted as provided in subsection 4.1.2 above, the Warrant Entitlement shall be adjusted by multiplying such Warrant Entitlement immediately prior to such adjustment by a fraction (x) the numerator of which shall be the Warrant Price immediately prior to such adjustment, and (y) the denominator of which shall be the Warrant Price immediately thereafter.

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A Common Stock (other than a change covered by subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another entity in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting power of the Company’s securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the

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“Alternative Issuance”); provided, however, that if the holders of the Class A Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Class A Common Stock in such consolidation or merger that affirmatively make such election; provided further, that if less than seventy percent (70%) of the consideration receivable by the holders of the Class A Common Stock in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) the price of each share of Class A Common Stock shall be the average last reported sale price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (2) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (3) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A Common Stock consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the average last reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Class A Common Stock covered by subsections 4.1.1 hereof, then such adjustment shall be made pursuant to subsections 4.1.1 or Sections 4.2 or 4.3 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the Warrant Entitlement under Section 4, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the Warrant Entitlement, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Subject to the procedures in Section 4.8 (as applicable), the Company shall be responsible for any adjustments made to the Warrant Price or Warrant Entitlement. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.8, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

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4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Class A Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same Warrant Entitlement as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5. TRANSFER AND EXCHANGE OF WARRANTS.

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

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5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate for a fraction of a warrant.

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

6.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

6.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

6.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Class A Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

6.4 DTC Undertaking. The Company shall use commercially reasonable efforts to exchange each holder’s Warrants for book-entry interests in a global Warrant at The Depositary Trust Company with an unrestricted CUSIP no later than the date that is 370 days from such Warrants’ issuance date (or such shorter period of time if permitted under the securities laws or if such Warrants are sold under Rule 144 or under a registration statement).

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7. CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

7.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Class A Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A Common Stock.

7.2 Resignation, Consolidation, or Merger of Warrant Agent.

7.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

7.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A Common Stock not later than the effective date of any such appointment.

7.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

7.3 Fees and Expenses of Warrant Agent.

7.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

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7.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

7.4 Liability of Warrant Agent.

7.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Secretary and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

7.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

7.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and non-assessable.

7.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A Common Stock through the exercise of the Warrants.

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7.6 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

8. MISCELLANEOUS PROVISIONS.

8.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

8.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, or by e-mail with delivery receipt obtained, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

U.S. Well Services, Inc.

1360 Post Oak Boulevard, Suite 1800

Houston, Texas 77056

Email: KONeill@uswellservices.com

Attention: Kyle O’Neill, Chief Financial Officer

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, or by e-mail with delivery receipt obtained, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004

Email: compliance@continentalstock.com

Attention: Compliance Department

8.3 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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8.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

8.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

8.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

8.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (a) for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (b) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of more than seventy-five percent (75%) of the then outstanding Warrants.

8.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A Form of Warrant Certificate

Exhibit B Legend — Warrants

[Signature Page Follows]

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

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

U.S. WELL SERVICES, INC.

Incorporated Under the Laws of the State of Delaware

Warrant Certificate

This Warrant Certificate certifies that _________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of U.S. Well Services, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock equal to the Warrant Entitlement at a price (the “Warrant Price”) as determined pursuant to the Warrant Agreement and through “cashless” exercise provisions set forth in Section 3.3.1 thereof, upon surrender of this Warrant Certificate at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

The initial Warrant Price per share of Class A Common Stock for any Warrant is equal to $1.29 per share; provided, however, that a Warrant may not be exercised for a fractional share. The Warrant Price and the Warrant Entitlement are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of February 28, 2022 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, at the principal corporate trust office of the Warrant Agent through the “cashless” exercise provisions as provided for in the Warrant Agreement. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Class A Common Stock of U.S. Well Services, Inc. (the “Company”) in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of _______________, whose address is _______________ and that such shares of Class A Common Stock be delivered to __________ whose address is __________. If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of __________, whose address is _______________ and that such Warrant Certificate be delivered to _______________, whose address is _______________.

The Warrant may only be exercised on a “cashless” basis pursuant to Section 3.3.1 of the Warrant Agreement. Accordingly, (i) the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 3.3.1 of the Warrant Agreement and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of _______________, whose address is _______________ and that such Warrant Certificate be delivered to _______________, whose address is _______________.

[Signature Page Follows]

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

EXHIBIT B

LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”