Exhibit 4.1


 


AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 




     


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	2	 



     


    



 


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


 


Article
I. 

DEFINITIONS


 


Section 1.01 Definitions.
As used in this Agreement:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	3	 



     


    

 




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


 


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


 


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


 


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


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	6	 



     


    

 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	7	 



     


    

 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	8	 



     


    

 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	9	 



     


    

 




Article
II. 

REGISTRATION RIGHTS


 


Section 2.01 Shelf
Registration.


 


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


 


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


 


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


 


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


 




    	 	10	 



     


    

 


Section 2.02 Shelf
Underwritten Offerings.


 


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


 


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


 




    	 	11	 



     


    

 




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


 


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


 


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


 


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


 


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


 




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Section 2.04 Piggyback
Registration Rights.


 


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


 




    	 	13	 



     


    

 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	14	 



     


    

 




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


 


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


 


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


 


Section 2.05 Participation
in Underwritten Offerings.


 


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


 


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


 




    	 	15	 



     


    

 




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


 


Section 2.06 Registration
Procedures.


 


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


 


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


 


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


 


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


 


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


 




    	 	16	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Article
III. 

INDEMNIFICATION AND CONTRIBUTION


 


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


 




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


 


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


 




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Section 3.04 Contribution.


 


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


 


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


 


Article
IV. 

RULE 144


 


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


 


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


 




    	 	20	 



     


    

 


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


 


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


 


Article
V. 

RESTRICTIONS ON TRANSFER; LEGENDS; TRANSFER OF RIGHTS


 


Section 5.01 Restrictions
on Transfer.


 


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


 


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


 


(i)          any
Transfer to a Permitted Transferee;


 


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


 


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


 


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


 


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


 




    	 	21	 



     


    

 


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


 


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


 


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


 


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


 


Article
VI. 

MISCELLANEOUS


 


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


 


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


 




    	 	22	 



     


    

 




(i)          if
to the Company:


 


U.S. Well Services, Inc.


770 South Post Oak Lane, Suite
405


Houston, Texas 77056


Attn: Joel
Broussard


Email: joelb@uswellservices.com


 


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


 


Winston & Strawn LLP

355 S Grand Ave, 33rd Floor

Los Angeles, CA 90071

Attn: Justin E. Rawlins

Email: jrawlins@winston.com


 


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


 


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


 


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


 


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


 




    	 	23	 



     


    

 




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


 


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


 


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


 


Section 6.08 Venue
and Jurisdiction; Waiver of Jury Trial.


 


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


 


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


 


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


 


[SIGNATURE PAGES FOLLOW]


 




    	 	24	 



     


    

 




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


 


	 	
        

        COMPANY:

        

	 	 
	 	U.S. WELL SERVICES, INC.
	 	
        

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

	 	 	
        770 S. Post Oak Lane

        Suite 405

        Houston, Texas 77056



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 







	 	HOLDERS:
	 	 
		
        MATLIN & PARTNERS ACQUISITION
SPONSOR LLC

	 	 
	 	By:	/s/ David J. Matlin
	 	 	Name: David J. Matlin
	 	 	Title: Director
	 	 	 
	 	Address for Notice:
	 	 	
        Matlin & Partners Acquisition Sponsor
        LLC c/o MatlinPatterson Global Advisers LLC

        520 Madison Avenue

        35th Floor

        New York, New York 10022

        Attention: Robert H. Weiss

        Email:  weiss@matlinpatterson.com




 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 






	 	Crestview III USWS, L.P.
	 	 
	 	By:	/s/ Ross A. Oliver
	 	 	Name: Ross A. Oliver
	 	 	Title: General Counsel
	 	 	 
	 	Address for Notice:
	 	 	
        Crestview Advisors, L.L.C.

        667 Madison Avenue

        10th Floor

        New York, New York 10065

        Email: aklein@crestview.com; roliver@crestview.com

	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	
        Vinson & Elkins L.L.P.

        1001 Fannin Street, Suite 2500

        Houston, Texas 77002

        Attention: E. Ramey Layne, James M. Garrett

        Email: rlayne@velaw.com; jgarrett@velaw.com

	 	
         

        Crestview
        III USWS TE, LLC

	 	 
	 	By:	/s/ Ross A. Oliver
	 	 	Name: Ross A. Oliver
	 	 	Title: General Counsel
	 	 	 
	 	Address for Notice:
	 	 	
        Crestview Advisors, L.L.C.

        667 Madison Avenue

        10th Floor

        New York, New York 10065

        Email: aklein@crestview.com; roliver@crestview.com

	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	
        Vinson & Elkins L.L.P.

        1001 Fannin Street, Suite 2500

        Houston, Texas 77002

        Attention: E. Ramey Layne, James M. Garrett

        Email: rlayne@velaw.com; jgarrett@velaw.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    



 





	 	OTHER MEMBERS:
	 	
         

        ALJ BLOCKER LLC

	 	 
	 	By:	/s/ Ron D. Silverton
	 	 	Name: Ron D. Silverton
	 	 	Title: Authorized Signatory
	 	 	 
	 	Address for Notice:
	 	 	
        ALJ Blocker LLC

        c/o ALJ Capital Management LLC

        6300 Wilshire Blvd

        Suite 700

        Los Angeles, California 90048

        Attention: Ron Silverton

        Email:rsilverton@aljcapital.com



 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


	 	BKC ASW BLOCKER, INC.
	 	 
	 	By:	/s/ Michael Pungello
	 	 	Name: Michael Pungello
	 	 	Title: President
	 	 	 
	 	Address for Notice:
	 	 	
        BKC ASW Blocker, Inc.

        c/o BlackRock Capital Investment Corporation

        40 East 52nd Street

        New York, New York 10022

        Attn: R. Marshall Merriman

        Email: marshall.merriman@blackrock.com

	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	
        c/o BlackRock, Inc.

        Office of the General Counsel

        40 East 52nd Street

        New York, New York 10022

        Attention: David Maryles, Jennifer O’Neil,
        Joe Roy

        Email: legaltransactions@blackrock.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    



 


	 	REGIMENT CAPITAL SPECIAL SITUATIONS FUND V, L.P.
	 	 
	 	By:	/s/ Richard Miller
	 	 	Name: Richard Miller
	 	 	Title: Authorized Signatory
	 	 	 
	 	Address for Notice:
	 	 	
        TCW

        200 Clarendon Street

        51st Floor

        Boston, Massachusetts 02116

        Attention: Richard Miller

        Email:  Richard.miller@tcw.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	REEF ROAD MASTER FUND LTD.
	 	 
	 	By:	/s/ Jeff Nusbaum
	 	 	Name: Jeff Nusbaum
	 	 	Title: Authorized Signatory
	 	 	 
	 	Address for Notice:
	 	 	
        Reef Road Master Fund Ltd.

        c/o Reef Road Capital

        5 Flower Farm Lane

        Westport, Connecticut 06880

        Email: jnoreefroadcap.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	SUNRISE PARTNERS LIMITED PARTNERSHIP
	 	 
	 	By:	/s/ Douglas W. Ambrose
	 	 	Name: Douglas W. Ambrose
	 	 	
        Title: Executive Vice President of

        Paloma Partners Management Company,

        general partner of Sunrise Partners Limited
        Partnership

	 	 	 
	 	Address for Notice:
	 	 	
        Sunrise Partners Limited Partnership

        c/o Paloma Partners Management Company

        Two American Lane

        Greenwich, Connecticut 06836

        Attention: Douglas Ambrose

        Email:  dambrose@paloma.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    





 


	 	CPTA MASTER BLOCKER, INC.
	 	 
	 	By:	/s/ Joseph B. Alala, III
	 	 	Name: Joseph B. Alala, III
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 	
        4201 Congress Street

        Suite 360

        Charlotte, North Carolina 28209

        Attention: Randall Fontes

        Email:  rfontes@capitalagroup.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	MILLSTREET CREDIT FUND LP
	 	 
	 	 	
        By: Millstreet Capital Partners LLC,

        its General Partner

	 	By:	/s/ Craig Kelleher
	 	 	Name: Craig Kelleher
	 	 	Title: Managing Member
	 	 	 
	 	Address for Notice:
	 	 	
        MILLSTREET CREDIT FUND LP

        c/o Millstreet Capital Partners LLC

        399 Boylston Street

        Suite 501

        Boston, Massachusetts 02116

        Attention: Craig Kelleher

        Email:  ckelleher@millstreet.com;

 operations@millstreet.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	MERCER QIF FUND PLC – MERCER INVESTMENT FUND 1
	 	 
	 	 	
        By: Millstreet Capital Management LLC,

        its Sub-Investment Manager

	 	By:	/s/ Craig Kelleher
	 	 	Name: Craig Kelleher
	 	 	Title: Managing Member
	 	 	 
	 	Address for Notice:
	 	 	
        Millstreet Capital Management LLC

        399 Boylston Street

        Suite 501

        Boston, Massachusetts 02116

        Attention: Craig Kelleher

        Email:  ckelleher@millstreet.com;

 operations@millstreet.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	GUGGENHEIM PRIVATE DEBT FUND, LTD.
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 





     


     


    




 


	 	GUGGENHEIM ENERGY OPPORTUNITIES FUND, LP
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	 	/s/ Nathan Houston
	 	 	Nathan Houston
	 	 	 
	 	Address for Notice:
	 	 	
        57 Coolspring Church Road

        Mercer, Pennsylvania 16137

        Attention: Nathan Houston

        Email: nhouston@uswellservices.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement] 


 




     


     


    

 






	 	VERGER CAPITAL FUND LLC
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	GUGGENHEIM PRIVATE DEBT FUND NOTE ISSUER, LLC
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	GUGGENHEIM PRIVATE DEBT FUND, LLC
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	NZC GUGGENHEIM FUND LLC
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	NZC GUGGENHEIM FUND LIMITED
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	MAVERICK ENTERPRISES, INC.
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 




	 	GUGGENHEIM PRIVATE DEBT MASTER FUND, LLC
	 	 
	 	 	By:  Guggenheim Partners Investment Management, LLC, as Manager
	 	By:	/s/ Kevin M. Robinson
	 	 	Name: Kevin M. Robinson
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	Address for Notice:
	 	 	
        330 Madison Avenue

        11th Floor

        New York, New York 10017

        Attention: GI Legal – J. Carroll

        Email: justin.carroll@guggenheimpartners.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	GCM GROVESNOR SPECIAL OPPORTUNITIES MASTER FUND, LTD.
	 	 
	 	 	
        By: GCM Fiduciary Services,
        LLC,

        its Director

	 	By:	/s/ Linda P. Mui
	 	 	Name: Linda P. Mui
	 	 	Title: Authorized Signatory
	 	 	 
	 	Address for Notice:
	 	 	
        900 North Michigan Avenue

        Suite 1100

        Chicago, Illinois 60611

        Attention: Legal and Implementation

        Email: legal@gcmlp.com; emm@gcmlp.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	VERITION MULTI-STRATEGY MASTER FUND LTD.
	 	 
	 	By:	/s/ William Anderson
	 	 	Name: William Anderson
	 	 	Title: Authorized Signatory
	 	 	 
	 	Address for Notice:
	 	 	
        One American Lane

        Greenwich, Connecticut 06831

        Attention: William Anderson

        Email: wanderson@veritionfund.com; middleoffice@veritionfund.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	SOUTHPAW CREDIT OPPORTUNITY FUND (FTE) LTD.
	 	 
	 	 	
        By: Southpaw Asset Management
        LP,

        its investment advisor

	 	By:	/s/ Kevin Wyman
	 	 	Name: Kevin Wyman
	 	 	
        Title: Managing Member of General Partner,

        Southpaw Holdings LLC

	 	 	 
	 	Address for Notice:
	 	 	
        Southpaw Credit Opportunity Fund (FTE) Ltd.

        c/o Southpaw Asset Management LP

        2 Greenwich Office Park

        1st Floor West

        Greenwich, Connecticut 06831

        Attention: Michael Andersen

        Email: mandersen@southpawasset.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 




	 	SOUTHPAW CREDIT OPPORTUNITY PARTNERS LP
	 	 
	 	By:	/s/ Kevin Wyman
	 	 	Name: Kevin Wyman
	 	 	
        Title: Managing Member of General Partner,

        Southpaw GP LLC

	 	 	 
	 	Address for Notice:
	 	 	
        Southpaw Credit Opportunity Partners LP

        c/o Southpaw Asset Management LP

        2 Greenwich Office Park

        1st Floor West

        Greenwich, Connecticut 06831

        Attention: Michael Andersen

        Email: mandersen@southpawasset.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	ORB INVESTMENTS NO. 2, LLC
	 	 
	 	By:	/s/ Joel N. Broussard
	 	 	Name: Joel N. Broussard
	 	 	Title: Member
	 	 	 
	 	Address for Notice:
	 	 	
        P.O. Box 309

        4535 Hwy 308

        Raceland, Louisiana 70394

        Attention: Joel N. Broussard

        Email: joelb@uswellservices.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	ORB INVESTMENTS, LLC
	 	 
	 	By:	/s/ Joel N. Broussard
	 	 	Name: Joel N. Broussard
	 	 	Title: Member
	 	 	 
	 	Address for Notice:
	 	 	
        P.O. Box 309

        4535 Hwy 308

        Raceland, Louisiana 70394

        Attention: Joel N. Broussard

        Email: joelb@uswellservices.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	USWS MANAGEMENT COMPANY LLC
	 	 
	 	By:	/s/ Matthew J. Bernard
	 	 	Name: Matthew J. Bernard
	 	 	Title: Member
	 	 	 
	 	Address for Notice:
	 	 	
        770 S. Post Oak Lane

        Suite 405

        Houston, Texas 77056

        Attention: Matthew J. Bernard

        Email: mbernard@uswellservices.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	 	/s/ Brian Stewart
	 	 	Brian Stewart
	 	 	 
	 	Address for Notice:
	 	 	
        5407 Regal Landing Drive

        Kingwood, Texas 77345

        Email: brstewart55@gmail.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	PNNT INVESTMENT HOLDINGS, LLC
	 	 
	 	By:	/s/ Arthur Penn
	 	 	Name: Arthur Penn
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 	
        PNNT Investment Holdings, LLC

        590 Madison Avenue

        15th Floor

        New York, New York 10022

        Attention: PennantPark Investment
        Administration

        Email: admin_ops@pennantpark.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	PENNANTPARK CREDIT OPPORTUNITIES FUND II, LP
	 	 
	 	By:	/s/ Arthur Penn
	 	 	Name: Arthur Penn
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 	
        PNNT Investment Holdings, LLC

        590 Madison Avenue

        15th Floor

        New York, New York 10022

        Attention: PennantPark Investment
        Administration

        Email: admin_ops@pennantpark.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	CAPITALSOUTH PARTNERS FUND II, LIMITED PARTNERSHIP
	 	 
	 	By:	/s/ John F. McGlinn
	 	 	Name: John F. McGlinn
	 	 	Title: Chief Operating Officer and Director
	 	 	 
	 	Address for Notice:
	 	 	
        CapitalSouth Partners Fund
        II, Limited Partnership

        4201 Congress Street

        Suite 360

        Charlotte, North Carolina 28209

        Attention: Randall Fontes

        Email: rfontes@capitalagroup.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	CAPITALSOUTH PARTNERS SBIC FUND III, L.P.
	 	 
	 	By:	/s/ John F. McGlinn
	 	 	Name: John F. McGlinn
	 	 	Title: Chief Operating Officer and Director
	 	 	 
	 	Address for Notice:
	 	 	
        CapitalSouth Partners SBIC
        Fund III, L.P.

        4201 Congress Street

        Suite 360

        Charlotte, North Carolina 28209

        Attention: Randall Fontes

        Email: rfontes@capitalagroup.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	PENNANTPARK SBIC LP
	 	 
	 	By:	/s/ Arthur Penn
	 	 	Name: Arthur Penn
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 	
        PennantPark SBIC LP

        590 Madison Avenue

        15th Floor

        New York, New York 10022

        Attention: Michael Appelbaum

        Email: appelbaum@pennantpark.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP
	 	 
	 	By:	/s/ Kevin Wyman
	 	 	Name: Kevin Wyman
	 	 	
        Title: Managing Member of General Partner,

        Southpaw GP LLC

	 	 	 
	 	Address for Notice:
	 	 	
        Southpaw Credit Opportunity Master Fund LP

        c/o Southpaw GP LLC

        2 Greenwich Office Park

        1st Floor

        Greenwich, Connecticut 06831

        Attention: Ceki Aluf Medina

        Email: cam@southpawassetmanagement.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






     


     


    

 






	 	CM FINANCE SPV, LTD
	 	 
	 	By:	/s/ Rocco DelGuercio
	 	 	Name: Rocco DelGuercio
	 	 	Title: Chief Financial Officer
	 	 	 
	 	Address for Notice:
	 	 	
        CM Finance SPV, Ltd

        601 Lexington Ave

        26th Floor

        New York, New York 10022



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 






	 	PIPER JAFFRAY & CO.
	 	 
	 	By:	/s/ Andrew Schroeder
	 	 	Name: Andrew Schroeder
	 	 	Title: Managing Director
	 	 	 
	 	Address for Notice:
	 	 	
        Piper Jaffray & Co.

        800 Nicollet Mall

        Minneapolis, Minnesota 55402

        Attention: James Martin

        Email: james.m.martin@pjc.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    

 





	 	BLACKROCK CAPITAL INVESTMENT CORPORATION
	 	 
	 	By:	/s/ Laurence Paredes
	 	 	Name: Laurence Paredes
	 	 	Title: General Counsel
	 	 	 
	 	Address for Notice:
	 	 	
        BlackRock Capital Investment Corporation

        c/o BlackRock Capital Investment Corporation

        40 East 52nd Street

        New York, New York 10022

        Attention: Marshall Merriman

        Email: marshall.merriman@blackrock.com



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




     


     


    



 


eXHIBIT
a


 


ADOPTION
AGREEMENT


 


This Adoption Agreement
(“Adoption Agreement”) is executed by the undersigned transferee (“Transferee”)
pursuant to the terms of the Amended and Restated Registration Rights Agreement, dated as of November 9, 2018, between U.S. Well
Services, Inc. (formerly Matlin & Partners Acquisition Corporation) (the “Company”) and the Holders
party thereto (as amended from time to time, the “Registration Rights Agreement”). Capitalized terms
used and not otherwise defined in this Adoption Agreement have the meanings given to them in the Registration Rights Agreement.


 


By the execution of
this Adoption Agreement, Transferee agrees as follows:


 


1.          Acknowledgement.
Transferee acknowledges that Transferee is acquiring the securities indicated under Transferee’s signature below (the “Acquired
Securities”) subject to the terms and conditions set forth in the Registration Rights Agreement.


 


2.          Agreement.
Transferee (a) agrees that the Acquired Securities shall be bound by and subject to the terms of the Registration Rights Agreement,
pursuant to the terms thereof, and (b) hereby adopts the Registration Rights Agreement with the same force and effect as Transferee
were originally a party thereto.


 


3.           Joinder.
The spouse of Transferee, if applicable, executes this Adoption Agreement to acknowledge its fairness and that it is in such spouse’s
best interest, and to bind such spouse’s community interest, if any, in the Acquired Securities to the terms of the Registration
Rights Agreement.


	 	Signature:
	 	 
	 	 
	 	Address for Notice:










	 	 	 
	 	 	 
	 	 	 
	 	Attention:	 	 
	 	Email:	 	 


 











	 	
        

        Acquired Securities:
	 	 
	 	Type (check applicable box):	 	Number:
	 	 ̈ Sponsor Class A Shares	 	 
	 	 ̈ Sponsor Private Placement Warrants	 	 
	 	 ̈ Shares of Class A Common Stock issued on exercise of Sponsor Private Placement Warrants	 	 
	 	 ̈ Blocker Merger Class A Shares	 	 
	 	 ̈ Company Merger Units and Company Merger Class B Shares	 	 
	 	 ̈ Exchange Class A Shares	 	 
	 	 ̈ Crestview Class A Shares	 	 
	 	 ̈ Crestview Private Placement Warrants	 	 
	 	 ̈ Shares of Class A Common Stock issued on exercise of Crestview Private Placement Warrants	 	 
	 	 ̈ CEO Bonus Class A Shares	 	 
	 	 ̈ Lender Class A Shares	 	 
	 	 ̈ Piper Class A Shares