Exhibit 10.2


 


Execution Version


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(this “Subscription Agreement”), dated as of July 13, 2018, is made and entered into by and among Matlin
& Partners Acquisition Corporation, a Delaware corporation (the “Company”), Matlin & Partners
Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Cantor Fitzgerald & Co.,
a New York general partnership (“Cantor”), Crestview III USWS, L.P., a Delaware limited partnership (“Crestview
Investor I”), Crestview III USWS TE, LLC, a Delaware limited liability company (“Crestview Investor II”
and together with Crestview Investor I, “Crestview”), and, solely for purposes of Section 12(a),
Crestview Partners III (TE), L.P., a Cayman Islands exempt limited partnership (“VCOC Shareholder I”),
and Crestview Partners III Co-Investors, L.P., a Cayman Islands exempt limited partnership (“VCOC Shareholder II”
and, together with VCOC Shareholder I, the “VCOC Shareholders” and, together with Crestview Investor
I and Crestview Investor II, the “Crestview Entities”). Each of the parties to this Agreement is sometimes
referred to individually in this Agreement as a “Party,” and all of the parties to this Agreement are
sometimes collectively referred to in this Agreement as the “Parties.” Each capitalized term used and
not otherwise defined in this Agreement has the meaning given to such term in the Merger and Contribution Agreement (as defined
below).


 


WHEREAS, concurrently
with the execution and delivery of this Subscription Agreement, the Company is entering into that certain Merger and Contribution
Agreement, dated as of the date of this Subscription Agreement, by and among the Company, MPAC Merger Sub LLC, a Delaware limited
liability company and wholly-owned subsidiary of the Company, USWS Holdings LLC, a Delaware limited liability company (“USWS”),
the Blocker Companies named therein and, solely for the purposes described therein, the Seller Representative named therein (as
it may be amended from time to time, the “Merger and Contribution Agreement”), related to a proposed
business combination involving the Company and USWS to be effected, on the terms and subject to the conditions set forth in the
Merger and Contribution Agreement, by the Transactions;


 


WHEREAS, in connection
with the Merger and Contribution Agreement and the Transactions, on the terms and subject to the conditions set forth in this Subscription
Agreement: (1) Crestview desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to Crestview,
the Firm Shares (as defined below), the Backstop Shares (as defined below) and the Drawn Shares (as defined below); (2) the Company
desires to grant to Crestview the Option (as defined below) to subscribe for and purchase the Option Shares (as defined below);
and (3) the Parties desire to make the other covenants, agreements, representations and warranties set forth in this Subscription
Agreement;


 


WHEREAS, as of the
date of this Agreement, (1) Sponsor owns 14,500,000 warrants (the “Sponsor Warrants”) issued under 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, as warrant agent (the “Warrant Agent”); (2) Cantor
owns 1,000,000 warrants (the “Cantor Warrants”) issued under the Warrant Agreement; and (3) each Sponsor
Warrant and each Cantor Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock, par value
$0.0001 per share, of the Company (the “Class A Common Stock”), at an exercise price of $5.75 per half
share of Class A Common Stock, on the terms and subject to the conditions set forth in the Warrant Agreement; and


 




     


     


    

 


WHEREAS, concurrently
with the execution and delivery of this Subscription Agreement, the Company is entering into subscription agreements with certain
other investors (the “Other Subscription Agreements”) pursuant to which such other investors have agreed
to subscribe for and purchase, and the Company has agreed to issue and sell to such other investors, a total of at least 4,500,000
shares of Class A Common Stock, on terms and conditions substantially the same as those contained in this Subscription Agreement
with respect to the Firm Shares.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Subscription
Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:


 


1.       Subscription
for Firm Shares; Warrants. Crestview hereby subscribes for and agrees to purchase from the Company, and the Company hereby
agrees to issue and sell to Crestview, 9,000,000 shares of Class A Common Stock plus the Additional Shares (collectively, the “Firm
Shares”), and the Company agrees to cause to be transferred or assigned to Crestview the Transferred Warrants (as
defined below), for an aggregate purchase price of $90,000,000, on the terms and subject to the conditions set forth in this Subscription
Agreement. Sponsor agrees to transfer and assign to Crestview at Closing 6,782,258 Sponsor Warrants (the “Sponsor Transferred
Warrants) in lieu of the transfer by Sponsor of such Sponsor Transferred Warrants to the Company for cancellation in exchange
for no consideration and the reissuance of such Sponsor Transferred Warrants by the Company to Crestview pursuant to the terms
of this Subscription Agreement and (ii) Cantor agrees to transfer and assign to Crestview at Closing 467,742 Cantor Warrants (the
“Cantor Transferred Warrants” and, together with the Sponsor Transferred Warrants, the “Transferred
Warrants”) in lieu of the transfer by Cantor of such Cantor Transferred Warrants to the Company for cancellation
in exchange for no consideration and the reissuance of such Cantor Transferred Warrants by the Company to Crestview pursuant to
the terms of this Subscription Agreement. “Additional Shares” means 900,000 shares of Class A Common
Stock to be acquired by Crestview, which, together with the Transferred Warrants, relate to Crestview’s agreement to provide
the backstop commitment set forth in Section 3.


 


2.       Option.
The Company hereby grants to Crestview an option (the “Option”) to subscribe for and purchase up to an
additional 10,000,000 shares of Class A Common Stock from the Company (the “Option Shares”) at a purchase
price of $10.00 per Option Share. The Option may be exercised by Crestview, in whole or in part, by delivery to the Company
of a duly executed Notice of Exercise of Option, in the form attached hereto as Exhibit A (the “Exercise Notice”),
on a single occasion at any time before 5:00 p.m., New York City time on the date that is two Business Days prior to the Scheduled
Closing Date (as defined below) (the “Exercise Deadline”). If Crestview timely exercises the Option by
delivering a duly executed Exercise Notice to the Company prior to the Exercise Deadline, Crestview will have subscribed for and
be obligated to purchase from the Company, and the Company will be obligated to issue and sell to Crestview, the number of Option
Shares specified in the Exercise Notice at a purchase price of $10.00 per Option Share, on the terms and subject to the conditions
set forth in this Subscription Agreement. If Crestview fails to timely exercise the Option by delivering a duly executed Exercise
Notice to the Company prior to the Exercise Deadline, (a) the Option shall terminate, (b) Crestview shall have no further right
to exercise the Option or to subscribe for and purchase any Option Shares and (c) the Company shall have no obligation to issue
and sell any Option Shares to Crestview.


 




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3.       Backstop
Commitment. Crestview hereby subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue
and sell to Crestview (in addition to the Firm Shares and, to the extent applicable, the Option Shares) the Backstop Shares (as
defined below) and the Drawn Shares (as defined below) for a purchase price equal to the Backstop Share Amount (as defined below),
on the terms and subject to the conditions set forth in this Subscription Agreement. “Backstop Share Amount”
means an amount equal to the lesser of (i) $90,000,000 and (ii) $280,000,000 less Available Funds (without taking into account
any amount Crestview may be obligated to purchase pursuant to this Section 3) (the “Backstop Share Amount”).
“Backstop Shares” means a number of shares of Class A Common Stock that is equal to the Backstop Share
Amount, divided by $10.00. “Drawn Shares” means a number of shares of Class A Common Stock equal to 0.15
multiplied by number of the Backstop Shares. For the avoidance of doubt, if the Backstop Share Amount is zero or less than
zero, no shares of Class A Common Stock will be purchased and sold pursuant to this Section 3.


 


4.       Closing.


 


(a)      Subject
to the satisfaction or waiver of the conditions set forth in Sections 5(a)-(c), the closing of the purchase and
sale of the Firm Shares and, if applicable, the Option Shares, the Backstop Shares and the Drawn Shares (collectively, and
including the Option Shares, the Backstop Shares and the Drawn Shares only to the extent applicable,
the “Shares”) contemplated hereby (the “Closing”) shall occur on the date
of (the “Closing Date”), and immediately prior to, the closing of the Transactions provided for in
the Merger and Contribution Agreement (the c“Merger Closing”); provided, however, that
if the Option is exercised prior to the Exercise Deadline and the Merger Closing occurs prior to October 12, 2018 (or such
other date as mutually agreed to by the Company and Crestview), the closing of the purchase and sale of the Option Shares as
to which the Option is exercised (the “Delayed Option Closing”) shall occur on October 12, 2018 (or
such other date as mutually agreed to by the Company and Crestview) (such date, the “Delayed Option Closing
Date”) on the terms and subject to the conditions set forth in this Subscription Agreement. Not less than seven
Business Days prior to the scheduled Closing Date (the “Scheduled Closing Date”), the Company shall
deliver written notice to Crestview (the “Closing Notice”), specifying (i) the Scheduled Closing
Date and (ii) if applicable, the Backstop Shares and Drawn Shares to be purchased and sold pursuant to Section 3.


 


(b)     On
the Closing Date, subject to the satisfaction or waiver of the conditions set forth in Sections 5(a)-(c) (other
than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions
be satisfied or waived at Closing) and contemporaneously with the completion of the actions set forth in Section 4(c),
Crestview shall deliver to the Company the aggregate purchase price for the Shares set forth above by wire transfer of United
States dollars in immediately available funds to the account specified by the Company in the Closing Notice.


 


(c)     On
the Closing Date, subject to the satisfaction or waiver of the conditions set forth in Sections 5(a)-(c) (other
than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions
be satisfied or waived at Closing), the applicable Party or Parties shall take (or cause to be taken) the following actions:


 




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(i)       The
Company shall deliver (or cause to be delivered) to Crestview the Shares against payment by Crestview to the Company of the aggregate
purchase price for the Shares as provided above, in each case in book-entry form and free and clear of any liens or other restrictions
whatsoever (other than those arising under state or federal securities laws). Each book entry for the Shares shall contain a notation,
and each certificate (if any) evidencing the Shares shall be stamped or otherwise imprinted with a legend, in substantially the
following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.


 


(ii)      Sponsor
shall transfer and assign to Crestview the Sponsor Transferred Warrants, Sponsor shall surrender the Sponsor Transferred Warrants
to the Warrant Agent for registration of such transfer, and each of Sponsor and the Company shall take such action as may be required
in connection therewith in order to cause to the Sponsor Transferred Warrants to be issued to and registered in the name of Crestview,
all in accordance with the terms of the Warrant Agreement and free and clear of any liens or other restrictions whatsoever (other
than those arising under state or federal securities laws, the Warrant Agreement and the Letter Agreement).


 


(iii)     Cantor
shall transfer and assign to Crestview the Cantor Transferred Warrants, Cantor shall surrender the Cantor Transferred Warrants
to the Warrant Agent for registration of such transfer, and each of Cantor and the Company shall take such action as may be required
in connection therewith in order to cause to the Cantor Transferred Warrants to be issued to and registered in the name of Crestview,
all in accordance with the terms of the Warrant Agreement and free and clear of any liens or other restrictions whatsoever (other
than those arising under state or federal securities laws and the Warrant Agreement).


 


(iv)     The
Company and Crestview (together with the other parties thereto) shall enter into the A&R Registration Rights Agreement in substantially
the form attached hereto as Exhibit B.


 


(v)       Each
of the Parties shall execute and deliver such additional documents and take such additional actions as the Parties reasonably may
deem to be practical and necessary in order to consummate the Closing as contemplated by this Subscription Agreement.


 




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(d)    On
the Delayed Option Closing Date, if any, subject to the satisfaction or waiver of the conditions set forth in Section 5(d)-(f)
(other than those conditions that by their nature are to be satisfied at the Delayed Option Closing, but without affecting the
requirement that such conditions be satisfied or waived at the Delayed Option Closing) and contemporaneously with the completion
of the actions set forth in Section 4(e), Crestview shall deliver to the Company the aggregate purchase price for the Option
Shares as to which the Option has been exercised set forth above by wire transfer of United States dollars in immediately available
funds to the account specified by the Company prior to the Delayed Option Closing Date.


 


(e)     On
the Delayed Option Closing Date, subject to the satisfaction or waiver of the conditions set forth in Section 5(d)-(f) (other
than those conditions that by their nature are to be satisfied at the Delayed Option Closing, but without affecting the requirement
that such conditions be satisfied or waived at the Delayed Option Closing), the Company shall take (or cause to be taken) the following
actions:


 


(i)       The
Company shall deliver (or cause to be delivered) to Crestview the Option Shares as to which the Option has been exercised against
payment by Crestview to the Company of the aggregate purchase price for the Option Shares as provided above, in each case in book-entry
form and free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities
laws). Each book entry for the Option Shares shall contain a notation, and each certificate (if any) evidencing the Option Shares
shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.


 


(ii)       Each
of the Company and Crestview shall execute and deliver such additional documents and take such additional actions as such Parties
reasonably may deem to be practical and necessary in order to consummate the Delayed Option Closing as contemplated by this Subscription
Agreement.


 


5.       Closing
Conditions.


 


(a)     The
obligations of each of the Parties to consummate the Closing are subject to the satisfaction on the Closing Date, or the waiver
by each of the Parties, of each of the following conditions:


 


(i)       all
conditions precedent to the Merger Closing provided for in the Merger and Contribution Agreement shall have been satisfied or,
subject to Section 5(b)(iii), waived by the applicable party or parties thereto, and the Merger Closing shall occur, in
accordance with the terms of the Merger and Contribution Agreement, on the Closing Date substantially concurrently with the Closing;


 


(ii)       other
investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such other investors, a total
of at least 1,000,000 shares of Class A Common Stock pursuant to Other Subscription Agreements;


 




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(iii)       all
conditions precedent to the closing of the transactions provided for in the Other Subscription Agreements shall have been satisfied
by the applicable party or parties thereto, and the closing of each such transaction shall occur, in accordance with the terms
of the applicable Other Subscription Agreement, on the Closing Date substantially concurrently with the Closing;


 


(iv)      there
shall not be any law, rule, regulation or order (whether temporary, preliminary or permanent) of any governmental authority having
jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated
by this Subscription Agreement, and no governmental authority shall have instituted or threatened in writing a proceeding seeking
to impose any such prevention or prohibition; and


 


(v)       the
Shares shall have been approved for listing on the NASDAQ Capital Market (“NASDAQ”), subject only to
official notice of issuance thereof, and no suspension of the qualification of the Shares for offering or sale or trading in any
jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred.


 


(b)     In
addition to the conditions set forth in Section 5(a), the obligation of Crestview to consummate the Closing is subject to
the satisfaction on the Closing Date, or the waiver by Crestview, of the following conditions:


 


(i)       the
representations and warranties of the Company, Sponsor and Cantor set forth in, respectively, Section 6, Section 7
and Section 8 shall be true and correct in all material respects at and as of the Closing Date (other than those representations
and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier
date);


 


(ii)       the
Company, Sponsor and Cantor shall have each performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by each of them at or prior
to the Closing; and


 


(iii)      there
has been no (A) amendment, waiver or modification to the Parent Sponsor Agreement, the Other Subscription Agreements or the Merger
and Contribution Agreement or (B) consent or approval provided by the Company with respect to Section 6.3 of the Merger and Contribution
Agreement, in each case, that materially and adversely affects Crestview.


 


(c)      In
addition to the conditions set forth in Section 5(a), the obligations of each of the Company, Sponsor and Cantor to consummate
the Closing are subject to the satisfaction on the Closing Date, or the waiver by each of the Company, Sponsor and Cantor, of the
following conditions:


 




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(i)        the
representations and warranties of Crestview set forth in Section 9 shall be true and correct in all material respects at
and as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be
true and correct in all material respects as of such earlier date); and


 


(ii)       Crestview
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by Crestview at or prior to the Closing.


 


(d)     The
obligations of the Company and Crestview to consummate the Delayed Option Closing are subject to the satisfaction on the Delayed
Option Closing Date, or the waiver by the Company and Crestview, of each of the following conditions:


 


(i)        Crestview
shall have exercised the Option prior to the Exercise Deadline and the Merger Closing shall have occurred prior to October 12,
2018;


 


(ii)       there
shall not be any law, rule, regulation or order (whether temporary, preliminary or permanent) of any governmental authority having
jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated
by this Subscription Agreement, and no governmental authority shall have instituted or threatened in writing a proceeding seeking
to impose any such prevention or prohibition; and


 


(iii)      the
Option Shares as to which the Option has been exercised shall have been approved for listing on the NASDAQ, subject only to official
notice of issuance thereof, and no suspension of the qualification of the Option Shares for offering or sale or trading in any
jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred.


 


(e)       In
addition to the conditions set forth in Section 5(d), the obligation of Crestview to consummate the Delayed Option Closing
is subject to the satisfaction on the Delayed Option Closing Date, or the waiver by Crestview, of the following condition: the
representations and warranties of the Company set forth in Section 6 (other than Section 6(c)) shall be true and
correct in all material respects at and as of the Delayed Option Closing Date (other than those representations and warranties
expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date).


 


(f)       In
addition to the conditions set forth in Section 5(d), the obligations of the Company to consummate the Delayed Option Closing
are subject to the satisfaction on the Delayed Option Closing Date, or the waiver by the Company, of the following condition: the
representations and warranties of Crestview set forth in Section 9 shall be true and correct in all material respects at
and as of the Delayed Option Closing Date (other than those representations and warranties expressly made as of an earlier date,
which shall be true and correct in all material respects as of such earlier date).


 


6.       Company
Representations and Warranties. The Company represents and warrants to the Crestview Entities that:


 




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(a)      The
Company has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with corporate
power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into,
deliver and perform its obligations under this Subscription Agreement.


 


(b)      The
Shares have been duly authorized and, when issued and delivered to Crestview in accordance with the terms of this Subscription
Agreement, will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any
preemptive or similar rights created under the Company’s certificate of incorporation and bylaws or under the laws of the
State of Delaware.


 


(c)      The
Transferred Warrants have been duly authorized and validly issued in accordance with the terms of the Warrant Agreement. The shares
of Class A Common Stock issuable upon exercise of the Transferred Warrants have been duly authorized and, when issued and delivered
upon such exercise in accordance with the terms of the Warrant Agreement and against full payment of the exercise price therefor,
will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive
or similar rights created under the Company’s certificate of incorporation and bylaws or under the laws of the State of Delaware.


 


(d)      This
Subscription Agreement, the Parent Sponsor Agreement, the Other Subscription Agreements, the A&R Registration Rights Agreement
and the Merger and Contribution Agreement (collectively, the “Transaction Documents”) have been duly
authorized by the Company, have been (or, in the case of the A&R Registration Rights Agreement, at Closing will have be) duly
executed and delivered by the Company and are (or, in the case of the A&R Registration Rights Agreement, at Closing will be)
enforceable against the Company in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


(e)      The
execution and delivery by the Company of the Transaction Documents, and the performance by the Company of its obligations under
the Transaction Documents, including the issuance and sale of the Shares, do not and will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture,
mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company is a party or
by which the Company is bound or to which any of the property or assets of the Company is subject; (ii)  the organizational
documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or any of its properties; except, in the cases of clauses (i)
and (iii) above, for such matters that would not reasonably be expected to have, individually or in the aggregate, a material adverse
effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company, the
validity of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations under
the Transaction Documents (a “Material Adverse Effect”).


 




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(f)       Except
for placement fees payable to Cantor, in its capacity as placement agent for the offer and sale of the Shares and the shares of
Class A Common Stock issuable pursuant to the Other Subscription Agreements (in such capacity, the “Placement Agent”),
the Company has not paid, and is not obligated to pay, any broker’s or finder’s fee or any other commission or similar
fee in connection with the transactions contemplated by this Subscription Agreement including, for the avoidance of doubt, any
fee or commission payable to any stockholder or affiliate of the Company.


 


(g)      Assuming
the accuracy of the representations and warranties of Crestview set forth in Section 9, in connection with the offer,
sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not required to register the Shares
under the Securities Act of 1933, as amended (the “Securities Act”).


 


(h)      None
of the Other Subscription Agreements contains any terms that are materially more favorable to the investors party thereto (or any
affiliate or related-party thereof) than the terms of this Subscription Agreement.


 


(i)       Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or share of the Shares, the Transferred
Warrants and the shares of Class A Common Stock issuable upon exercise of the Transferred Warrants (collectively, the “Offered
Securities”).


 


(j)       The
Company has timely filed all forms, reports and other documents required to be filed by it with the  Securities and Exchange
Commission (the “SEC”) (all of the foregoing filed prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”) since March 9, 2017. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the
rules and regulations thereunder, and none of the SEC Documents, at the time they were filed with the SEC (except to the extent
that information contained in any SEC Document has been superseded by a later timely filed SEC Document), contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading. There are no material outstanding
or unresolved comments in comment letters from the SEC with respect to any of the SEC Documents.


 


(k)       Each
of the financial statements (including, in each case, any notes thereto) contained in the SEC Documents was prepared in accordance
with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout
the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by
Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and
cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein.


 




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(l)       There
are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of (i) the Offered Securities or (ii) the shares to be issued pursuant to any Other Subscription
Agreement that have not been or will not be validly waived on or prior to the Closing Date.


 


(m)     The
Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) any indenture, mortgage, deed of trust, loan agreement,
license, lease or any other agreement or instrument to which the Company is a party or by which the Company is bound or to which
any of the property or assets of the Company is subject; (ii)  the organizational documents of the Company; or (iii) any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of its properties, except, in the case of clauses (i) and (iii), for defaults or violations that have not
had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(n)      The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in
connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation,
the issuance of the Offered Securities), other than (i) filings required by applicable state or federal securities laws, (ii) those
required by NASDAQ, including with respect to obtaining stockholder approval and (iii) the failure of which to obtain would not
be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(o)      The
authorized capital stock of the Company consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”), (ii) 90,000,000 shares of Class A Common Stock and (iii) 10,000,000 shares of Class F Common Stock, par
value $0.0001 per share (“Class F Common Stock”). As of the date hereof: (i) no shares of Preferred Stock
are issued and outstanding, (ii) 32,500,000 shares of Class A Common Stock are issued and outstanding, (iii) 8,125,000 shares of
Class F Common Stock are issued and outstanding and (iv) 48,000,000 warrants, each entitling the holder thereof to purchase one-half
of one share of Class A Common Stock at an exercise price of $5.75 per one-half share of Class A Common Stock, are outstanding.


 


(p)      The
Company has not received any written communication since December 31, 2017, from a governmental entity that alleges that the Company
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


(q)      The
issued and outstanding shares of Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed
for trading on NASDAQ. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened
against the Company by NASDAQ or the SEC with respect to any intention by such entity to deregister the Class A Common Stock or
prohibit or terminate the listing of the Class A Common Stock on NASDAQ. The Company has taken no action that is designed to terminate
the registration of the Class A Common Stock under the Exchange Act.


 




    	 	 -10-	 



     


    

 


(r)       Except
for the specific representations and warranties expressly made by the Company in this Section 6, none of the Company or
any of its Affiliates or Representatives (including Sponsor and the Placement Agent and their respective Affiliates and Representatives)
(collectively, the “Company Parties”) has made, makes or shall be deemed to make any other express or
implied representation or warranty with respect to the Company, USWS, the Transactions, the offering of the Shares, the transactions
contemplated hereby or any other matter, and the Company Parties disclaim any such representation or warranty; provided, however,
that the foregoing shall not affect the specific representations and warranties expressly made by Sponsor and Cantor in Section
7 and Section 8, respectively. The Crestview Entities acknowledge that the representations and warranties of the Company
set forth in this Section 6 are solely those of the Company and not of any of its Affiliates or Representatives or any other
Person (including the Sponsor and the Placement Agent). Except for the specific representations and warranties expressly made by
the Crestview Entities in Section 9, the Company specifically disclaims that it, or anyone on its behalf, is relying upon
any other representations or warranties that may have been made by the Crestview Entities.


 


7.       Sponsor
Representations and Warranties. Sponsor represents and warrants to the Crestview Entities that:


 


(a)      Sponsor
is validly existing and is in good standing under the laws of the State of Delaware, with the requisite limited liability company
power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b)     This
Transaction Documents to which the Sponsor is a party have been duly authorized, executed and delivered by Sponsor and are enforceable
against Sponsor in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and
(ii) principles of equity, whether considered at law or equity.


 


(c)      The
execution and delivery by Sponsor of the Transaction Documents to which it is a party, and the performance by Sponsor of its obligations
under such Transaction Documents, including the transfer and assignment of the Sponsor Transferred Warrants, do not and will not
conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Sponsor pursuant to the
terms of (i) any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to
which Sponsor is a party or by which Sponsor is bound or to which any of the property or assets of Sponsor is subject; (ii) the
organizational documents of Sponsor; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental
agency or body, domestic or foreign, having jurisdiction over Sponsor or any of its properties; except, in the cases of clauses
(i) and (iii) above, for such matters that would not reasonably be expected to have a material adverse effect on the legal authority
or ability of Sponsor to perform in all material respects its obligations under the Transaction Documents to which it is a party.


 




    	 	 -11-	 



     


    

 


(d)      Sponsor
has not paid, and is not obligated to pay, any broker’s or finder’s fee or any other commission or similar fee in connection
with the transactions contemplated by this Subscription Agreement.


 


(e)      Sponsor
owns, of record and beneficially, the Sponsor Transferred Warrants, free and clear of any liens or restrictions on transfer other
than those arising pursuant to (i) this Agreement, (ii) the Warrant Agreement, (iii) that certain letter agreement (Re: Initial
Public Offering), dated March 9, 2017, among Sponsor, the Insiders named therein and the Company (the “Letter Agreement”)
or (iv) applicable securities Laws.


 


(f)       Except
for the specific representations and warranties expressly made by Sponsor in this Section 7, none of Sponsor or any of its
Affiliates or Representatives (including the Company and its Affiliates and Representatives) (collectively, the “Sponsor
Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with
respect to Sponsor, the Company, USWS, the Transactions, the offering of the Shares, the transactions contemplated hereby or any
other matter, and the Sponsor Parties disclaim any such representation or warranty; provided, however, that the foregoing
shall not affect the specific representations and warranties expressly made by the Company and Cantor in Section 6 and Section
8, respectively. The Crestview Entities acknowledge that the representations and warranties of Sponsor set forth in this Section
7 are solely those of Sponsor and not of any of its Affiliates or Representatives or any other Person (including the Company).
Except for the specific representations and warranties expressly made by the Crestview Entities in Section 9, Sponsor specifically
disclaims that it, or anyone on its behalf, is relying upon any other representations or warranties that may have been made by
the Crestview Entities.


 


8.       Cantor
Representations and Warranties. Cantor represents and warrants to the Crestview Entities that:


 


(a)      Cantor
is validly existing and is in good standing under the laws of the State of New York, with the requisite general partnership power
and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b)      This
Subscription Agreement has been duly authorized, executed and delivered by Cantor and is enforceable against Cantor in accordance
with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether
considered at law or equity.


 


(c)      The
execution and delivery by Cantor of this Subscription Agreement, and the performance by Cantor of its obligations under this Subscription
Agreement, including the transfer and assignment of the Cantor Transferred Warrants, do not and will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of Cantor pursuant to the terms of (i) any indenture,
mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which Cantor is a party or by which
Cantor is bound or to which any of the property or assets of Cantor is subject; (ii) the organizational documents of Cantor;
or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over Cantor or any of its properties; except, in the cases of clauses (i) and (iii) above, for such matters
that would not reasonably be expected to have a material adverse effect on the legal authority or ability of Cantor to perform
in all material respects its obligations under this Subscription Agreement.


 




    	 	 -12-	 



     


    

 


(d)     Cantor
has not paid, and is not obligated to pay, any broker’s or finder’s fee or any other commission or similar fee in connection
with the transactions contemplated by this Subscription Agreement.


 


(e)      Cantor
owns, of record and beneficially, the Cantor Transferred Warrants, free and clear of any liens or restrictions on transfer other
than those arising pursuant to (i) this Agreement, (ii) the Warrant Agreement or (iii) applicable securities Laws.


 


(f)      Except
for the specific representations and warranties expressly made by Cantor in this Section 8, none of Cantor or any of its
Affiliates or Representatives (collectively, the “Cantor Parties”) has made, makes or shall be deemed
to make any other express or implied representation or warranty with respect to Cantor, the Company, USWS, the Transactions, the
offering of the Shares, the transactions contemplated hereby or any other matter, and the Cantor Parties disclaim any such representation
or warranty. The Crestview Entities acknowledge that the representations and warranties of Cantor set forth in this Section
8 are solely those of Cantor and not of any of its Affiliates or Representatives or any other Person. The Crestview Entities
further acknowledge that the representations and warranties of Cantor set forth in this Section 8 are made by Cantor solely
in its capacity as the owner of the Cantor Transferred Warrants and not as the Placement Agent. Except for the specific representations
and warranties expressly made by the Crestview Entities in Section 9, Cantor specifically disclaims that it, or anyone on
its behalf, is relying upon any other representations or warranties that may have been made by the Crestview Entities.


 


9.        Crestview
Representations and Warranties. References to “Crestview” in this Section 9 shall be deemed to refer
to each of Crestview Investor I and Crestview Investor II, and each Crestview Entity represents and warrants, where applicable,
severally but not jointly, to the Company, Sponsor and Cantor that:


 


(a)      Each
Crestview Entity is validly existing and is in good standing under the laws of its respective jurisdiction of formation, with the
requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b)      This
Subscription Agreement has been duly authorized, executed and delivered by each Crestview Entity and is enforceable against such
Crestview Entity in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii)
principles of equity, whether considered at law or equity.


 




    	 	 -13-	 



     


    

 


(c)       The execution and delivery by each Crestview Entity of this Subscription Agreement, and performance by such Crestview Entity of
its obligations under this Subscription Agreement, including the purchase of the Shares and the acquisition of the Transferred
Warrants, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of such Crestview Entity or pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which such Crestview Entity is a party or by which such Crestview Entity is bound or to which
any of the property or assets of such Crestview Entity is subject; (ii) the organizational documents of such Crestview Entity;
or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over such Crestview Entity or any of its properties, except, in the case of clauses (i) and (iii), for such
matters that would not reasonably be expected to have a material adverse effect on the legal authority or ability of such Crestview
Entity to perform in all material respects its obligations under this Subscription Agreement.


 


(d)      Crestview
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements
set forth on Schedule I hereto, (ii) is acquiring the Shares and the Transferred Warrants only for its own account and not
for the account of others, or if Crestview is acquiring the Shares and the Transferred Warrants as a fiduciary or agent for one
or more investor accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited
investor” (each as defined above), and Crestview has full investment discretion with respect to each such account and the
full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such
account, and (iii) is not acquiring the Shares and the Transferred Warrants with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act. Crestview has completed Schedule I hereto, and the information
contained therein is accurate and complete.


 


(e)      Crestview
understands that the Offered Securities are being offered in transactions not involving any public offering within the meaning
of the Securities Act and that the Offered Securities have not been registered under the Securities Act. Crestview understands
that the Offered Securities may not be resold, transferred, pledged or otherwise disposed of by Crestview absent an effective registration
statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant
to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met, or (iv) pursuant
to another applicable exemption from the registration requirements of the Securities Act, and that any book-entry notations with
respect to (or certificates representing) the Offered Securities will contain a legend to such effect. Crestview acknowledges that
the Offered Securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Crestview understands
and agrees that the Offered Securities, until registered under an effective registration statement, will be subject to transfer
restrictions and, as a result of these transfer restrictions, Crestview may not be able to readily resell the Offered Securities
and may be required to bear the financial risk of an investment in the Offered Securities for an indefinite period of time. Crestview
further understands that the Transferred Warrants are subject to certain restrictions on transfer under the terms of the Warrant
Agreement and that the Sponsor Transferred Warrants are subject to certain restrictions on transfer under the terms of the Letter
Agreement. Crestview understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or
transfer of any of the Offered Securities.


 




    	 	 -14-	 



     


    

 


(f)       Crestview’s
acquisition and holding of the Offered Securities will not constitute or result in a non-exempt prohibited transaction under Section 406
of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any applicable similar law.


 


(g)      In
making its decision to subscribe for and purchase or acquire the Shares and the Transferred Warrants, Crestview has relied solely
upon Crestview’s own independent investigation and the representations and warranties of the Company, Sponsor and Cantor
contained herein. Without limiting the generality of the foregoing, Crestview has not relied on any statements or other information
provided by the Placement Agent concerning the Company or the Offered Securities or the offer and sale of the Offered Securities.
Crestview acknowledges that (i) Crestview has received such information as Crestview deems necessary in order to make an investment
decision with respect to the Offered Securities, and (ii) Crestview and its professional advisor(s), if any, have had the full
opportunity to ask the Company’s management questions, receive such answers and obtain such information as Crestview and
its professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Offered Securities.


 


(h)      Crestview
became aware of the offering of the Offered Securities solely by means of direct contact between Crestview and the Company, Sponsor,
Cantor or the Placement Agent, and the Offered Securities were offered to Crestview solely by direct contact between Crestview
and the Company, Sponsor, Cantor or the Placement Agent. Crestview did not become aware of the offering of the Offered Securities,
nor were the Offered Securities offered to Crestview, by any other means.


 


(i)       Crestview
acknowledges that it is aware that there are substantial risks incident to the acquisition and ownership of the Offered Securities.
Crestview has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Offered Securities, and Crestview has sought such accounting, legal and tax advice as Crestview has considered
necessary to make an informed investment decision.


 


(j)       Alone,
or together with any professional advisor(s), Crestview has adequately analyzed and fully considered the risks of an investment
in the Offered Securities and determined that the Offered Securities are a suitable investment for Crestview and that Crestview
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Crestview’s investment in
the Company. Crestview acknowledges specifically that a possibility of total loss exists.


 


(k)      Crestview
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Offered Securities
or made any findings or determination as to the fairness of an investment in the Offered Securities.


 




    	 	 -15-	 



     


    

 


(l)       Crestview
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order
13599 List, or the Foreign Sanctions Evaders List, each of which is administered by the U.S. Treasury Department’s Office
of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States
and administered by OFAC (collectively, the “OFAC Lists”), or a person or entity prohibited by any OFAC
sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a
non-U.S. shell bank or, to Crestview’s knowledge, providing banking services indirectly to a non-U.S. shell bank. Crestview
agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Crestview
is permitted to do so under applicable law. If Crestview is a financial institution subject to the Bank Secrecy Act (31 U.S.C.
Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), Crestview maintains policies and procedures reasonably
designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures
reasonably designed for the screening of its investors against the OFAC Lists. To the extent required, it maintains policies and
procedures reasonably designed to ensure that the funds held by Crestview and used to purchase the Offered Securities were legally
derived.


 


(m)     Crestview
acknowledges that the Placement Agent and its Representatives (i) have made no independent investigation with respect to the Company
or the Offered Securities or the accuracy, completeness or adequacy of any information supplied to Crestview by the Company and
(ii) in connection with the issue and purchase of the Offered Securities, have not acted as Crestview’s financial advisor
or fiduciary.


 


(n)     At
the Closing, Crestview will have sufficient funds to pay the aggregate purchase price for the Shares.


 


(o)     Except
for the specific representations and warranties expressly made by the Crestview Entities in this Section 9, none of the
Crestview Entities nor any of their respective Representatives or Affiliates (the “Crestview Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to any Crestview
Entity, the transactions contemplated hereby or any other matter, and the Crestview Parties disclaim any such representation or
warranty. Except for the specific representations and warranties expressly made (i) by the Company in Section 6, (ii) by
Sponsor in Section 7 and (iii) by Cantor in Section 8, each Crestview Entity specifically disclaims that it,
or anyone on its behalf, is relying upon any other representations or warranties that may have been made by any Company Party,
any Sponsor Party or any Cantor Party.


 


10.    Reserved.


 


11.    Additional
Crestview Agreements.


 


(a)     To
the extent Crestview or any of its controlled Affiliates owns or hereafter acquires any shares of Class A Common Stock initially
issued in the Company’s initial public offering (“Public Shares”), Crestview irrevocably agrees
that it will, and will cause such controlled Affiliates to, (i) vote (or cause to be voted), at any Parent Stockholders Meeting,
or any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval of the Company’s stockholders
is sought, its Public Shares in favor of approval of the Parent Stockholder Proposals at the Parent Stockholders Meeting and any
adjournments or postponements thereof and (ii) not elect to cause the Company to redeem all or a portion of its Public Shares pursuant
to the Parent Stockholder Redemption Right in connection with the Transactions.


 




    	 	 -16-	 



     


    

 


(b)     To
the extent Crestview or any of its controlled Affiliates owns or hereafter acquires any units representing limited liability company
interests in USWS (“USWS Units”), Crestview agrees that it will not, and will cause its controlled Affiliates
not to, withdraw, modify or qualify in any manner, or seek to do any of the foregoing with respect to, any vote, approval or consent
made or given by the holders of USWS Units with respect to the execution and delivery by USWS of, or the performance by USWS of
its obligations under, the Merger and Contribution Agreement or the consummation by USWS of the Transactions.


 


(c)     Crestview
hereby agrees that none of Crestview, its controlled Affiliates or any person or entity acting on behalf of Crestview or any of
its controlled Affiliates or pursuant to any understanding with Crestview or any of its controlled Affiliates will engage in any
Short Sales with respect to securities of the Company prior to the Closing. For purposes of this Section 11(c), “Short
Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


(d)     Crestview
agrees that, if it acquires the Transferred Warrants pursuant to this Subscription Agreement, it will be bound by the transfer
restrictions set forth in (i) Section 2.5 of the Warrant Agreement and (ii) with respect to the Sponsor Transferred Warrants, paragraph
7(b) of the Letter Agreement (subject to paragraph 7(c) of the Letter Agreement).


 


12.    Additional
Company Agreements.


 


(a)     Director
Designation Rights.


 


(i)        As
provided in Section 2.3(a) of, and Schedule 2.3(a) to, the Merger and Contribution Agreement, on the Closing Date and subject to
the consummation of the Closing, Parent shall cause the board of directors of the Company (the “Company Board”)
to include Adam J. Klein (a designee of VCOC Shareholder I), who shall be designated as a Class II Director, and an individual
designated by VCOC Shareholder II within fourteen (14) days of the date of this Subscription Agreement, who shall be designated
as a Class III Director (collectively, the “Initial Crestview Board Designees”); provided, however,
that if any individual named as an Initial Crestview Board Designee is unwilling or unable to serve as a member of the Company
Board, such individual shall be replaced with another individual designated in writing to the Company by the applicable VCOC Shareholder
prior to the Merger Closing, which individual shall be independent for purposes of NASDAQ rules if the individual who is unwilling
or unable to serve is listed as an “Independent Director on Schedule 2.3(a) to the Merger and Contribution Agreement.


 




    	 	 -17-	 



     


    

 


(ii)        Following
the Closing, and subject to the other provisions of this Section 12(a), for so long as Crestview is the “beneficial
owner” under Rule 13d-3 under the Exchange Act (provided, that for this purpose Crestview shall not be the beneficial
owner of the shares of Class A Common Stock issuable upon exercise of the Transferred Warrants or any other warrants to purchase
shares of Class A Common Stock owned by Crestview prior to the exercise of such warrants) (“Beneficial Owner”)
of a number of shares of Class A Common Stock equal to at least 14.3% of the issued and outstanding shares of Class A Common Stock,
then at each annual or special meeting of the stockholders of the Company at which (A) Class II Directors are to be elected to
the Company Board, the Company Board or a committee thereof will nominate, and the Company will use its commercially reasonable
efforts to cause the stockholders to elect to the Company Board, a slate of directors which includes one individual designated
by VCOC Shareholder I and (B) Class III Directors are to be elected to the Company Board, the Company Board or a committee thereof
will nominate, and the Company will use its commercially reasonable efforts to cause the stockholders to elect to the Company Board,
a slate of directors which includes one individual designated by VCOC Shareholder II; provided, however, that at least one
of the designees pursuant to clauses (A) and (B) above must be independent for purposes of NASDAQ rules. Following the Closing,
and subject to the other provisions of this Section 12(a), for so long as Crestview is the Beneficial Owner of a number
of shares of Class A Common Stock equal to at least 5%, but less than 14.3%, of the issued and outstanding shares of Class A Common
Stock, then at each annual or special meeting of the stockholders of the Company at which Class II Directors are to be elected
to the Company Board, the Company Board or a committee thereof will nominate, and the Company will use its commercially reasonable
efforts to cause the stockholders to elect to the Company Board, a slate of directors which includes one individual designated
by VCOC Shareholder I. After the first date on which Crestview is the Beneficial Owner of a number of shares of Class A Common
Stock which is less than 5% of the issued and outstanding Class A Common Stock, the VCOC Shareholders shall have no right to designate
nominees for director. Nominees designated by VCOC Shareholders pursuant to this Section 12(a), including the Initial Crestview
Board Designees, are referred to herein as “Crestview Board Designees.”


 


(iii)       If
a Crestview Board Designee is nominated and not elected at the annual meeting of stockholders, then the applicable VCOC Shareholders
shall provide the Company the name of a different replacement director and the Company Board and the Company shall use commercially
reasonable efforts to appoint such person to serve as a Crestview Board Designee to the Company Board, including, if applicable,
increasing the size of the Company Board and appointing such Crestview Board Designee to fill the newly-created vacancy, subject
to the independence requirement set forth in Section 12(a)(ii), if applicable.


 


(iv)       If
a Crestview Board Designee ceases to continue in office for any reason prior to the termination of the VCOC Shareholders’
rights to designate directors in this Section 12(a), the applicable VCOC Shareholder shall designate a replacement director
and the Company Board shall use commercially reasonable efforts to cause such replacement director to be appointed to the vacancy
on the Company Board created by such Crestview Board Designee ceasing to serve on the Company Board, subject to the independence
requirement set forth in Section 12(a)(ii), if applicable.


 




    	 	 -18-	 



     


    

 


(v)        For
so long as both VCOC Shareholders are entitled to designate a Crestview Board Designee pursuant to Section 12(a)(ii) and
subject to Section 12(a)(iii) and Section 12(a)(viii), the Company Board shall not consist of more than seven total
members without the prior written consent of the VCOC Shareholders.


 


(vi)       At
least one Crestview Board Designee shall be offered representation or observer rights on each committee of the Company Board, if
any, as and to the extent permitted by applicable law and NASDAQ rules.


 


(vii)      The
VCOC Shareholders will provide the Company all information with respect to the Crestview Board Designees requested by the Company
and required to be included in the Proxy Statement or other SEC filings of the Company.


 


(viii)     Nothing
in this Section 12(a) shall be deemed to prohibit the Company from taking any action that at least a majority of the members
of the Company Board determines in good faith may be necessary to (A) comply with any rule or regulation of the SEC or NASDAQ or
(B) comply with applicable law.


 


(b)     Following
the Merger Closing, as long as Crestview or any of its Affiliates is the Beneficial Owner of a number of shares of Class A Common
Stock equal to at least 5% of the issued and outstanding shares of Class A Common Stock, the Company shall, with respect to each
VCOC Shareholder:


 


(i)       Provide
such VCOC Shareholder or its designated representative with:


 


(A)       the
right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books
and records of the Company and its Subsidiaries, as the VCOC Shareholder shall reasonably request;


 


(B)       copies
of any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act filed by
the Company promptly following the filing thereof if requested by such VCOC Shareholder; and


 


(C)       copies
of all materials provided to the Company Board; provided that the Company shall be entitled to exclude portions of such
materials to the extent (i) providing such portions could be reasonably expected to result in the waiver of attorney-client privilege
or (ii) such portions include any matter involving an actual or potential conflict of interest between the Company and Crestview
or any of its Affiliates;


 




    	 	 -19-	 



     


    

 


(ii)       Make
appropriate officers and/or directors of the Company or its Subsidiaries available periodically and at such times as reasonably
requested by the VCOC Shareholder for consultation with the VCOC Shareholder or its designated representative with respect to matters
relating to the business and affairs of the Company and its Subsidiaries, including significant changes in management personnel
and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of
plants and equipment or the proposed commencement or compromise of significant litigation;


 


(iii)       To
the extent consistent with applicable law (and with respect to events which require public disclosure, only following the Company’s
public disclosure thereof through applicable securities law filings or otherwise), inform the VCOC Shareholder or its designated
representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers, acquisitions
or dispositions of assets, issues of significant amounts of debt or equity and material amendments to the organization documents
of the Company, and to provide the VCOC Shareholder or its designated representative with the right to consult with the Company
with respect to such actions; and


 


(iv)       Provide
the VCOC Shareholder or its designated representative with such other rights of consultation which the VCOC Shareholder’s
counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify
its investment in the Company as a “venture capital investment” for purposes of the regulations of the United States
Department of Labor set forth in 29 CFR Section 2510.3-101(d).


 


(c)     The
Company agrees to consider, in good faith, the recommendations of the VCOC Shareholder or its designated representative in connection
with the matters on which it is consulted as described in Section 12(b), recognizing that the ultimate discretion with respect
to all such matters shall at all times be retained by the Company.


 


(d)     If
(i) during the period from the date hereof until the earlier of the Closing or the termination of this Subscription Agreement pursuant
to Section 15, the Company receives any request to consent to a Transfer of Capital Stock of any Blocker Company or any
USWS Units pursuant to Section 6.10(b) of the Merger and Contribution Agreement, or (ii) during the period from the Closing Date
until the date that is 180 days after the Closing Date, the Company receives any request to approve a Transfer pursuant to Section
5.01(b)(vi) of the Registration Rights and Lock-Up Agreement, the Company will, in either case, (A) grant such consent or approval
if such Transfer is to Crestview or its Affiliates and (B) not grant such consent or approval if such Transfer is to any Person
other than Crestview or its Affiliates.


 


13.     Additional
Sponsor Agreement. Sponsor agrees that, from and after the date of this Subscription Agreement and until the earlier to
occur of (a) the Closing and (b) the termination of this Agreement in accordance with Section 15, Sponsor will not Transfer
any of the Sponsor Warrants unless following such Transfer, Sponsor retains a number of Sponsor Warrants sufficient to satisfy
its obligation, if applicable, to transfer and assign the Sponsor Transferred Warrants to Crestview at Closing.


 




    	 	 -20-	 



     


    

 


14.     Additional
Cantor Agreement. Cantor agrees that, from and after the date of this Subscription Agreement and until the earlier to
occur of (a) the Closing and (b) the termination of this Agreement in accordance with Section 15, Cantor will not Transfer
any of the Cantor Warrants unless following such Transfer, Cantor retains a number of Cantor Warrants sufficient to satisfy its
obligation, if applicable, to transfer and assign the Cantor Transferred Warrants to Crestview at Closing.


 


15.    Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of
the Parties hereunder shall terminate without any further liability on the part of any Party in respect thereof, upon the earliest
to occur of (a) such date and time as the Merger and Contribution Agreement is terminated in accordance with its terms, (b) the
mutual written agreement of each of the Company and each Crestview Entity to terminate this Subscription Agreement or (c) the
Merger Closing without the substantially concurrent consummation of the Closing as a result of the failure of any of the conditions
to Closing set forth in Section 5 to be satisfied or waived at or prior to the Closing; provided that nothing
herein will relieve any Party from liability for any willful breach hereof prior to the time of termination, and each Party will
be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company
shall notify each Crestview Entity of the termination of the Merger and Contribution Agreement promptly after such termination.
Notwithstanding the foregoing, this Section 15, Section 16 and Section 17 shall survive the termination of
this Agreement.


 


16.    Trust
Account Waiver. Reference is made to the final prospectus of the Company, filed with the SEC (File No. 333-216076)
(the “Prospectus”), and dated as of March 9, 2017. Crestview hereby acknowledges that it has read the
Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing
the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
stockholders (the “Public Stockholders”) and certain other parties (including the underwriters of the
IPO), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only:
(a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation
of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”),
(b) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months after the
closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay
taxes, if any, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration
of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Crestview hereby agrees on behalf of itself and its Representatives and Affiliates that, notwithstanding
anything to the contrary in this Subscription Agreement, it and its Representatives and Affiliates do not now and shall not at
any time hereafter have any right, title, interest or claim of any kind in or to any monies held in the Trust Account, and shall
not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating
in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract,
tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released
Claims”). Crestview, on behalf of itself and its Representatives and Affiliates, hereby irrevocably waives any Released
Claims that Crestview or its Representatives or Affiliates may have against the Trust Account now or in the future as a result
of, or arising out of, any negotiations, contracts or agreements with the Company or its Representatives or Affiliates and will
not seek recourse against the Trust Account for any reason whatsoever (including for an alleged breach of any agreement with the
Company or its Affiliates). Crestview agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement
and specifically relied upon by the Company and its Affiliates to induce the Company to enter in this Subscription Agreement,
and Crestview further intends and understands such waiver to be valid, binding and enforceable against Crestview and each of its
Representatives and Affiliates under applicable law. To the extent Crestview or any of its Representatives or Affiliates commences
any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its
Representatives or Affiliates, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives
or Affiliates, Crestview hereby acknowledges and agrees that Crestview’s and its Representatives’ and Affiliates’
sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Crestview or its Representatives
of Affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust
Account or any amounts contained therein.


 




    	 	 -21-	 



     


    

 


17.     Miscellaneous.


 


(a)     This
Subscription Agreement and the rights and obligations of the Parties hereunder may not be assigned by any Party to any other Person,
except that each Crestview Entity may assign its rights under this Subscription Agreement to one or more of its Affiliates, provided
that no such assignment shall relieve such Crestview Entity of its obligations hereunder if any such Affiliate fails to perform
such obligations.


 


(b)     The
Company may request from Crestview such additional information as the Company may deem necessary to evaluate the eligibility of
Crestview to acquire the Offered Securities, and Crestview shall provide such information as may reasonably be requested, to the
extent readily available and to the extent consistent with its internal policies and procedures.


 


(c)     Each
Crestview Entity acknowledges that the Company, the Placement Agent, Sponsor, Cantor and their respective Representatives will
rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.
Prior to the Closing, each Crestview Entity agrees to promptly notify the Company if any of the acknowledgments, understandings,
agreements, representations and warranties set forth herein are no longer accurate. Each Crestview Entity further acknowledges
and agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of such Crestview Entity
contained in Section 9.


 


(d)     Each
Party is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement
or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby.


 


(e)     All
of the agreements, representations and warranties made by each Party in this Subscription Agreement shall survive the Closing.


 




    	 	 -22-	 



     


    

 


(f)       This
Subscription Agreement may not be amended except by an instrument in writing signed by each of the Parties. No waiver under this
Subscription Agreement shall be effective unless it is signed by the Party against whom enforcement of such waiver is sought.


 


(g)     This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the Parties with respect to the subject matter hereof. This Subscription Agreement
shall not confer any rights or remedies upon any person other than the Parties, and their respective successor and assigns, except
as provided in Section 17(c).


 


(h)     Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the Parties and their
heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


(i)       If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


(j)       This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by
different Parties in separate counterparts, with the same effect as if all Parties had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(k)      All
reasonable costs and expenses, including fees and disbursements of counsel and environmental consultants, incurred by the Crestview
Entities in connection with this Subscription Agreement and the transactions contemplated herein shall be paid by the Company.


 


(l)      The
headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 


(m)     The
Parties agree that irreparable damage would occur in the event that the Parties do not perform the provisions of this Subscription
Agreement in accordance with its terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that
the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Subscription
Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they
are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance
or other equitable relief on the basis that the other Parties have an adequate remedy at law or an award of specific performance
is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches
of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement shall not be
required to provide any bond or other security in connection with any such order or injunction.


 




    	 	 -23-	 



     


    

 


(n)     This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard
to the principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


(o)     Any
legal action, suit or proceeding arising out of or relating to this Subscription Agreement may only be instituted in any state
or federal court in the Borough of Manhattan, City of New York, which will have exclusive jurisdiction for all matters relating
to this Subscription Agreement, and each Party waives any objection which such Party may now or hereafter have to the laying of
the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action,
suit or proceeding.


 


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


 


(q)     Any
notice or other communication required or permitted under this Subscription Agreement shall be in writing and shall be deemed to
have been given (i) when delivered by hand (with written confirmation of receipt), (ii) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by e-mail (with confirmation of transmission)
if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the
recipient, or (iv) when delivered by certified mail, registered mail, courier service, return-receipt received to the Party at
the address set forth below, or at such other address provided by like notice to the other Parties:


 


(i)       if
to the Company, to:


 


Matlin & Partners Acquisition Corporation

520 Madison Avenue


35th Floor


New York, New York 10022


Attn: Robert H. Weiss


Email: weiss@matlinpatterson.com


 


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


 


Bracewell LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002

Attn.: Charles H. Still, Jr.


Email: charles.still@bracewell.com


 




    	 	 -24-	 



     


    

 


(ii)       if
to Sponsor, to:


 


Matlin & Partners Acquisition Sponsor
LLC


c/o MatlinPatterson Global Advisers
LLC


520 Madison Avenue


35th Floor


New York, New York 10022


Attn: Robert H. Weiss


Email: weiss@matlinpatterson.com


 


(iii)     if
to Cantor, to:


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: Sage Kelly, Head of Investment
Banking


Email: sage.kelly@cantor.com


Facsimilie: (212)-829-4708


 


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


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: Stephen Merkel, General
Counsel


Email: Stephen.merkel@cantor.com


Facsimilie: (212)-829-4708


 


(iv)    if
to any Crestview Entity, to:


 


Crestview Advisors, L.L.C.


667 Madison Avenue


10th Floor


New York, New York 10065


Attn: Adam Klein; Ross Oliver


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 FOLLOWS]


 




    	 	 -25-	 



     


    

 


IN WITNESS WHEREOF,
each of the Parties has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first
indicated above.


 


	 	Matlin & Partners Acquisition Corporation
	 	 	 
	 	By:	/s/ David J. Matlin
	 	Name: 	David J. Matlin
	 	Title: 	Chief Executive Officer
	 	 	 
	 	Matlin & Partners Acquisition Sponsor LLc
	 	 	 
	 	By:	/s/ David J. Matlin
	 	Name: 	David J. Matlin
	 	Title:	Director
	 	 	 
	 	cantor fitzgerald & co.
	 	 	 
	 	By:	/s/ John Belle
	 	Name: 	John Belle
	 	Title: 	COO, Investment Banking





 


	 	Crestview III USWS, L.P.
	 	 	 
	 	By: Crestview III USWS GenPar, LLC, its general partner





	 	 	 
	 	By: 	/s/ Ross A. Oliver
	 	Name:	Ross A. Oliver
	 	Title:  	General Counsel





 


	 	Crestview III USWS TE, LLC  
	 	 	 
	 	By: 	/s/ Ross A. Oliver
	 	Name:	Ross A. Oliver
	 	Title: 	General Counsel


 


	 	SOLELY FOR PURPOSES OF SECTION 12(a)
	 	 	 
	  	Crestview Partners III (TE), L.P.
	 	 	 
	 	By: Crestview Partners III GP, L.P., its general partner





	 	 
	 	By: Crestview, L.L.C., its general partner





	 	 	 
	 	By: 	/s/ Ross A. Oliver
	 	Name:	Ross A. Oliver
	 	Title: 	General Counsel
	 	 	 
	 	Crestview Partners III Co-Investors, L.P.
	 	 
	 	By: Crestview Partners III GP, L.P., its general partner




	 	 
	 	


By: Crestview, L.L.C., its general partner









	 	 
	 	By: 	/s/ Ross A. Oliver
	 	Name:	Ross A. Oliver
	 	Title: 	General Counsel


 


 


Signature Page to Subscription Agreement