EX-4.1




 Exhibit 4.1 

REGISTRATION RIGHTS AGREEMENT 

by and among 
 U.S. WELL
SERVICES, INC. 
 and 

THE PURCHASERS PARTY HERETO 
  











 Table of Contents 

 

							
	 ARTICLE I DEFINITIONS
	  	 	1	 
			
	 Section 1.1
	 	 Definitions
	  	 	1	
	 Section 1.2
	 	 Registrable Securities
	  	 	4	
		
	 ARTICLE II REGISTRATION RIGHTS
	  	 	4	 
			
	 Section 2.1
	 	 Shelf Registration
	  	 	4	
	 Section 2.2
	 	 Piggyback Registration
	  	 	6	
	 Section 2.3
	 	 Secondary Underwritten Offering
	  	 	8	
	 Section 2.4
	 	 Sale Procedures
	  	 	9	
	 Section 2.5
	 	 Cooperation by Holders
	  	 	13	
	 Section 2.6
	 	 Restrictions on Public Sale by Holders of Registrable Securities
	  	 	13	
	 Section 2.7
	 	 Expenses
	  	 	14	
	 Section 2.8
	 	 Indemnification
	  	 	14	
	 Section 2.9
	 	 Rule 144 Reporting
	  	 	16	
	 Section 2.10
	 	 Transfer or Assignment of Registration Rights
	  	 	17	
	 Section 2.11
	 	 Aggregation of Registrable Securities
	  	 	17	
	 Section 2.12
	 	 Going Dark Period
	  	 	17	
	 Section 2.13
	 	 IPO Registration
	  	 	17	
		
	 ARTICLE III MISCELLANEOUS
	  	 	19	 
			
	 Section 3.1
	 	 Communications
	  	 	19	
	 Section 3.2
	 	 Successors and Assigns
	  	 	19	
	 Section 3.3
	 	 Assignment of Rights
	  	 	19	
	 Section 3.4
	 	 Recapitalization (Exchanges, etc. Affecting the Registrable Securities)
	  	 	19	
	 Section 3.5
	 	 Specific Performance
	  	 	20	
	 Section 3.6
	 	 Counterparts
	  	 	20	
	 Section 3.7
	 	 Headings
	  	 	20	
	 Section 3.8
	 	 Governing Law, Submission to Jurisdiction
	  	 	20	
	 Section 3.9
	 	 Waiver of Jury Trial
	  	 	20	
	 Section 3.10
	 	 Severability of Provisions
	  	 	21	
	 Section 3.11
	 	 Entire Agreement
	  	 	21	
	 Section 3.12
	 	 Term; Amendment
	  	 	21	
	 Section 3.13
	 	 No Presumption
	  	 	21	
	 Section 3.14
	 	 Obligations Limited to Parties to Agreement
	  	 	21	
	 Section 3.15
	 	 Interpretation
	  	 	22	
	 Section 3.16
	 	 No Inconsistent Agreements; Additional Rights
	  	 	22	


  
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 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2020 by and between U.S.
Well Services, Inc., a Delaware corporation (“USWS”), and the parties set forth on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”). 

WHEREAS, this Agreement is made in connection with the closing of the issuance and sale of the Purchased Securities pursuant to the
(i) Purchase Agreement, dated as of March 31, 2020, by and between USWS and the Purchasers (the “Purchase Agreement”) and (ii) Second Amendment to Senior Secured Term Loan Credit Agreement, dated as of April 1,
2020, by and between USWS, the other loan parties party thereto and CLMG Corp. as administrative agent (the “Term Loan Amendment”); 

WHEREAS, USWS has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant
to the Purchase Agreement; and 
 WHEREAS, it is a condition to the obligations of the Purchasers and USWS under the Purchase Agreement that
this Agreement be executed and delivered. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows: 

ARTICLE I 

DEFINITIONS 
 
Section 1.1    Definitions. The terms set forth below are used herein as so defined: 

“Affiliate” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or
under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control
with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning specified therefor in the introductory paragraph. 

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in
the State of New York or State of Texas are authorized or required by law or other governmental action to close. 
 “Certificate of
Designations” means the certificate of designations setting forth the terms of the Series B Preferred Stock. 

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

  
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 “Commission” means the United States Securities and Exchange Commission.

 “Confidentiality Agreements” shall have the meaning set forth in the Purchase Agreement. 

“Effective Date” means the initial date of effectiveness of the Shelf Registration Statement. 

“Effectiveness Period” has the meaning specified therefor in Section 2.1(a) of this Agreement. 

“Existing Preferred RRA” means the Registration Rights Agreement of USWS, dated May 24, 2019. 

“Existing RRA” has the meaning specified therefor in Section 2.2(b). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder. 
 “Going Dark Period” has the meaning specified therefor in
Section 2.12. 
 “Holder” means the record holder of any Registrable Securities. 

“Included Registrable Securities” has the meaning specified therefor in Section 2.2(a) of this
Agreement. 
 “IPO Registration Statement” has the meaning specified therefor in Section 2.13(a).

 “Law” shall have the meaning set forth in the Purchase Agreement. 

“Losses” has the meaning specified therefor in Section 2.8(a) of this Agreement. 

“Managing Underwriter” means, with respect to any Underwritten Offering, the left lead book running manager of such
Underwritten Offering. 
 “Other Holder” has the meaning specified in Section 2.2(b). 

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited
liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. 

“Piggyback Opt-Out Notice” has the meaning specified therefor in
Section 2.2(a) of this Agreement. 
 “Piggyback Registration” has the meaning specified therefor
in Section 2.2(a) of this Agreement. 
 “Purchase Agreement” has the meaning specified therefor
in the Recitals of this Agreement. 

  
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 “Purchased Securities” means the Series B Preferred Stock to be issued and
sold to the Purchasers pursuant to the Purchase Agreement and the Term Loan Amendment. 
 “Purchaser” or
“Purchasers” has the meaning set forth in the introductory paragraph of this Agreement. 
 “Registration”
means any registration pursuant to this Agreement, including pursuant to the Shelf Registration Statement, IPO Registration Statement or a Piggyback Registration. 

“Registrable Securities” means, subject to Section 1.2 of this Agreement, (i) the shares of
Class A Common Stock issued or issuable upon conversion or redemption of the Purchased Securities in accordance with the terms of the Certificate of Designations. (ii) any shares of Class A Common Stock issued as (or issuable upon the
conversion, redemption or exercise of any warrant, option, right or other security that is issued as (including any additional shares of Series B Preferred Stock)) a dividend or other distribution with respect to, or in exchange for or in
replacement of, any such shares of Class A Common Stock described in clause (i) or the Purchased Securities and (iii) the Class A Common Stock to be issued pursuant to the Term Loan Amendment. The number of Registrable Securities
held by any Holder shall mean the number of Registrable Securities such Holder would hold after the full conversion, redemption or exercise of any security held by such Holder that is convertible into or redeemable or exercisable for Registrable
Securities (including the Purchased Securities) and the value of such Registrable Securities for purposes of determining whether any threshold set forth in this Agreement shall be calculated by multiplying such fully diluted number of shares of
Registrable Securities by the average of the closing price on each securities exchange or nationally recognized quotation system on which the Class A Common Stock is then listed for the ten (10) trading days preceding the date on which
such value is being determined. 
 “Registration Expenses” has the meaning specified therefor in
Section 2.7(a) of this Agreement. 
 “Resale Opt-Out
Notice” has the meaning specified therefor in Section 2.1(b) of this Agreement. 
 “Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. 

“Selling Expenses” has the meaning specified therefor in Section 2.7(a) of this Agreement. 

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

“Selling Holder Election Notice” has the meaning specified therefor in Section 2.3(a) of this
Agreement. 
 “Series B Preferred Stock” means the Series A Redeemable Convertible Preferred Stock of USWS and having the
rights and obligations specified in the Certificate of Designations. 

  
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 “Shelf Registration Statement” means a registration statement under the
Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (or any similar provision then in force under the Securities Act). 

“Shelf Registration Filing Deadline” means, prior to a Going Dark Period, four months from the date of this Agreement, and,
following a Going Dark Period, four months after the first day on which USWS becomes subject to Section 13 or 15(d) of the Exchange Act after a Going Dark Period. 

“Term Loan Amendment” has the meaning specified therefor in the Recitals of this Agreement. 

“Underwritten Offering” means an offering (including an offering pursuant to a Shelf Registration Statement or IPO
Registration Statement) in which Class A Common Stock is sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

“USWS” has the meaning specified therefor in the introductory paragraph of this Agreement. 

“WKSI” means a well-known seasoned issuer (as defined in Rule 405 under the Securities Act). 

Section 1.2    Registrable Securities. Any Registrable Security will cease to be a Registrable Security at the
earliest of the following: (a) when a registration statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration
statement; (b) when such Registrable Security is held by USWS or one of its subsidiaries; (c) when such Registrable Security has been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned
to the transferee of such securities; and (d) the date on which such Registrable Security has been sold pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act, “Rule
144”) 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 restricting transfer of such Registrable
Security has been removed. 
 ARTICLE II 

REGISTRATION RIGHTS 
 
Section 2.1    Shelf Registration. 
 (a)    Shelf Registration. USWS shall
use its commercially reasonable efforts to prepare and file an initial Shelf Registration Statement under the Securities Act covering 77,120,531 shares of the Registrable Securities on or before the Shelf Registration Filing Deadline. The initial
Shelf Registration Statement shall allocate such Registrable Securities among the Holders on a pro rata basis. USWS shall use its commercially reasonable efforts to cause such initial Shelf Registration Statement to become effective no later than
four months following the initial filing of a Shelf Registration Statement. USWS will use its commercially reasonable efforts 

  
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to cause such initial Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act until the earliest of
(i) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, and (ii) there are no longer any Registrable Securities
outstanding (the “Effectiveness Period”). Any Holder or Holders shall have the option and right from time to time, exercisable by delivering a written notice to USWS (a “Demand Notice”), to require registration of a
minimum of $10 million of additional Registrable Securities not covered by a Shelf Registration Statement at the time of the Demand Notice. USWS shall use its commercially reasonable efforts to amend the initial Shelf Registration Statement or
file a new Shelf Registration Statement, within 10 Business Days of the Demand Notice to include such additional Registrable Securities. USWS will use its commercially reasonable efforts to cause such amendment to the initial Shelf Registration
Statement or subsequent Shelf Registration Statement, as applicable, to be continuously effective under the Securities Act during the Effectiveness Period. A Shelf Registration Statement filed pursuant to this
Section 2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by USWS. A Shelf Registration Statement when declared effective (including the 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 such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following
the date that a Shelf Registration Statement becomes effective, but in any event within five (5) Business Days of such date, USWS shall provide the Holders with written notice of the effectiveness of a Shelf Registration Statement. 

(b)    Resale Registration Opt-Out. At least five (5) Business Days
before the initial filing of the Shelf Registration Statement required by Section 2.1(a), USWS shall provide advance written notice to each Holder that it plans to file a Shelf Registration Statement. Any Holder may deliver
advance written notice (a “Resale Opt-Out Notice”) to USWS requesting that such Holder not be included in a Shelf Registration Statement prior to its initial filing. Following receipt of a
Resale Opt-Out Notice from a Holder, USWS shall not be required to include the Registrable Securities of such Holder in such Shelf Registration Statement. 

(c)    Delay Rights. Notwithstanding anything to the contrary contained herein, USWS may, upon written notice to
any Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) if (i) USWS is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and USWS determines in good faith that
USWS’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (ii) USWS has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of USWS, would materially and adversely affect USWS; provided, however, that in no event shall the Selling Holders be
suspended from selling Registrable Securities pursuant to the Shelf Registration Statement for a period of sixty (60) consecutive days or an aggregate of one-hundred and twenty (120) days in any
365-day period. Upon disclosure of such information or the termination of the condition described above, 

  
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USWS shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has
put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. 

(d)    Renewal. If, by the third anniversary (the “Renewal Deadline”) of the initial effective date of a
Shelf Registration Statement filed pursuant to this Section 2.1, any of the Registrable Securities remain unsold by a Holder included on such Registration, USWS shall file, if it has not already done so and is eligible to do so, a new Shelf
Registration Statement covering the Registrable Securities included on the prior Shelf Registration Statement and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective within 180 days after
the Renewal Deadline; and USWS shall take all other action necessary or appropriate to permit the public offering and sale of the Registrable Securities to continue as contemplated in the expired Shelf Registration Statement. References herein to
Shelf Registration Statement shall include such new shelf registration statement. 
 Section 2.2    Piggyback
Registration. 
 (a)    Participation. If at any time USWS proposes to file (i) at a time when USWS is
not a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or
(ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the
Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statement, or in any case in which Holders may participate in such offering without the filing of a
post-effective amendment, in each case, for the sale of Class A Common Stock in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a
registration relating solely to a Rule 145 transaction, or (c) a registration statement on any registration form which does not permit secondary sales, then USWS shall give not less than three (3) Business Days advance notice (including,
but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than
$5.0 million of Registrable Securities, and such notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the
“Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) shall not be required to include the Registrable
Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS has been advised by the Managing Underwriter that the inclusion of Registrable Securities for
sale for the benefit of the Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to
be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b). If USWS is not required to offer the opportunity for a Piggyback Registration in respect of a proposed Underwritten
Offering as a result of the circumstance described in clause (B) of the proviso of the immediately preceding sentence, then USWS shall nevertheless be required to furnish to such Holders the Piggyback Notice in respect of such proposed
Underwritten 

  
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Offering, which notice shall describe USWS’s intention to conduct an Underwritten Offering and, if the determination described in clause (B) of the proviso of the immediately preceding
sentence has been made at the time that the Piggyback Notice is required to be given by USWS, shall include notification that the Holders do not have the opportunity to include Registrable Securities in such Underwritten Offering because USWS has
been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A
Common Stock in the Underwritten Offering. If the circumstance described in clause (B) of the proviso of the immediately preceding sentence is made after the Piggyback Notice has been given, then USWS shall notify the Holders who were provided
such Piggyback Notice (or if the two Business Day period referred to in the next sentence has lapsed, the Holders who have timely elected to include Registrable Securities in such offering) in writing of such circumstance and the aggregate number of
Registrable Securities, if any, that can be included in such offering. Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of such notice shall be
requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within
the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such
Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a
determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay
such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s
request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written
notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; provided, however, that such Holder
may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), USWS shall
not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this
Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. 

(b)    Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten
Offering of shares of Class A Common Stock included in a Piggyback Registration advises USWS that the total shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the
number which can be sold in such offering without being likely to have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common
Stock, then the Piggyback Notice provided by USWS pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then USWS shall
furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten 

  
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Offering), and the Class A Common Stock to be included in such Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter or
Underwriters advises USWS can be sold without having such adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by USWS, (A) first, to USWS, (B) second, pro rata among the Selling Holders
and any other Persons who have been or after the date hereof are granted registration rights on parity (including pursuant to the Existing Preferred RRA) with the registration rights granted under this Agreement (the “Other
Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be
sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and
(C) third, to any other holder of shares of Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by USWS, (A) first,
to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the
percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock
proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), except that in the case of a Shelf Underwritten Offering (as defined in the Registration Rights
Agreement of USWS dated November 9, 2018 (the “Existing RRA”)) the Holders shall only be permitted to participate in such Shelf Underwritten Offering after all of the securities that Other Holders have requested to be included
in such Shelf Underwritten Offering pursuant to the Existing RRA have been so included, and (C) third, to any other holder of shares of Class A Common Stock with registration rights that are subordinate to the rights of the Holders
hereunder. 
 Section 2.3    Secondary Underwritten Offering. 

(a)    S-3 Registration. In the event that a Selling Holder (together with
any Affiliates that are Selling Holders) elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering for its own account of at least $10.0 million, such Selling Holder shall give
notice of such election in writing (including, but not limited to, notification by e-mail; such notice, the “Selling Holder Election Notice”) to USWS not less than twenty (20) Business
Days before the date such Selling Holder intends for such Underwritten Offering to commence marketing (whether on a confidential basis or on a public basis); provided that USWS shall not be required to conduct more than two Underwritten
Offerings pursuant to this Section 2.3 in any 365-day period pursuant to Selling Holder Election Notices. The Selling Holder Election Notice shall specify the number of Registrable Securities that the Selling Holder intends
to offer in such Underwritten Offering and the expected commencement date thereof. USWS shall, at the request of such Selling Holder, enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall
include, among other provisions, indemnities to the effect and to the extent provided in Section 2.8, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or
facilitate the disposition of the Registrable Securities. 

  
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 (b)    Notice to Holders. Not later than two (2) Business
Days after receipt by USWS of the Selling Holder Election Notice, unless USWS determines in accordance with Section 2.1(c) to delay such Underwritten Offering (in which event USWS shall promptly notify the initiating
Selling Holder in writing of such determination), then USWS shall provide written notice (including, but not limited to, notification by e-mail) to the other Holders of Registrable Securities of the Selling
Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable
Securities as each such Holder may request in writing. Each such other Holder will have five (5) Business Days after notice has been delivered to request in writing submitted to USWS the inclusion of Registrable Securities in the Underwritten
Offering. If no request for inclusion from a Holder is received by USWS within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to
undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Selling Holder giving the notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its
election, give written notice of such determination to USWS and USWS shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable
Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten
Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including
the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises USWS that the total amount of Registrable Securities which
the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the offering price, timing or probability of success of the
distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing
Underwriter or Underwriters advises USWS can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based,
for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the aggregate number of
Registrable Securities proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering). 

Section 2.4    Sale Procedures. 

(a)    General Procedures. In connection with any Underwritten Offering (i) under
Section 2.2 or Section 2.13 of this Agreement, USWS shall be entitled to select the Managing Underwriter or Underwriters, and (ii) under Section 2.3 of this
Agreement, the Selling Holders shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and USWS
shall be obligated to enter into an underwriting agreement with the Managing Underwriter or Underwriters which contains such representations, covenants, 

  
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indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of equity securities. No Selling Holder may participate in such Underwritten
Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required
under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, USWS to and for the benefit of such underwriters also
be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall
be required to make any representations or warranties to or agreements with USWS or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s ownership of the securities being registered on its behalf
and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to USWS and the Managing
Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective. No such withdrawal or abandonment shall affect USWS’s
obligation to pay Registration Expenses. Upon the receipt by USWS of a written request from the Holders of at least $10.0 million dollars of Registrable Securities that are participating in any Underwritten Offering contemplated by this
Agreement, USWS’s management shall be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering. 

(b)    In connection with its obligations under this Article II, USWS will, as expeditiously as
possible: 
 (i)    prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep a Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by a Shelf Registration Statement; 

(ii)    if a prospectus supplement will be used in connection with the marketing of an Underwritten
Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall notify USWS in writing that, in the sole judgment of such Managing Underwriter, the inclusion of detailed information to be used in such prospectus
supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, USWS shall use its commercially reasonable efforts to include such information in the prospectus supplement; 

(iii)    furnish to each Selling Holder (A) as far in advance as reasonably practicable before filing
a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including
exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling
Holder and its plan of 

  
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distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such Shelf Registration Statement or
such other registration statement and the prospectus included therein or any supplement or amendment thereto, and (B) such number of copies of such Shelf Registration Statement or such other registration statement and the prospectus included
therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Shelf Registration Statement or other registration
statement; 
 (iv)    if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by a Shelf Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request, provided that USWS will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would
subject it to general service of process in any such jurisdiction where it is not then so subject; 

(v)    promptly notify each Selling Holder and each underwriter, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of (A) the filing of a Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus included therein or any amendment or
supplement thereto (other than any amendment or supplement resulting from the filing of a document incorporated by reference therein), and, with respect to such Shelf Registration Statement or any other registration statement or any post-effective
amendment thereto, when the same has become effective; and (B) the receipt of any written comments from the Commission with respect to any filing referred to in clause (A) and any written request by the Commission for amendments or
supplements to such Shelf Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto; 

(vi)    immediately notify each Selling Holder and each underwriter, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of (A) the happening of any event as a result of which the prospectus contained in a Shelf Registration Statement or any other registration statement contemplated by this Agreement
or any supplemental amendment thereto, 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
then existing; (B) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of
any proceedings for that purpose; or (C) the receipt by USWS of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction.
Following the provision of such notice, USWS agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does 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 then existing and to take such other action as is necessary to
remove a stop order, suspension, threat thereof or proceedings related thereto; 

  
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 (vii)    upon request and subject to appropriate
confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including
any domestic or foreign securities exchange) relating to such offering of Registrable Securities; 

(viii)    in the case of an Underwritten Offering, furnish upon request, (A) an opinion of counsel for
USWS, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto (other than any amendment or supplement resulting from the filing of a document incorporated by reference therein),
preliminary or prospectus supplement, and a letter of like kind dated the date of the closing under the underwriting agreement, and (B) a “comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind
dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified USWS’s financial statements included or incorporated by reference into the applicable registration
statement, and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus included therein and any supplement thereto)
and as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in underwritten offerings of securities, such other matters as such underwriters may reasonably request; 

(ix)    except during a Going Dark Period, 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 covering the period of at least 12 months, but not more than 18 months, beginning with the
first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 

(x)    make available to the appropriate representatives of the underwriters access to such information and
USWS personnel as is reasonable and customary to enable such parties and their representatives to establish a due diligence defense under the Securities Act; provided that USWS need not disclose any
non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with USWS; 

(xi)    cause all such Registrable Securities registered pursuant to this Agreement to be listed on each
securities exchange or nationally recognized quotation system on which similar securities issued by USWS are then listed; 

(xii)    use its commercially reasonable efforts to cause the Registrable Securities to be registered with
or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of USWS to enable the Selling Holders to consummate the disposition of such Registrable Securities; 

  
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 (xiii)    provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement; and 
 (xiv)    enter into customary
agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. 

(c)    Each Selling Holder, upon receipt of notice from USWS of the happening of any event of the kind described in
Section 2.4(b)(vi), shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 2.4(b)(vi) or until it is advised in writing by USWS that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and,
if so directed by USWS, such Selling Holder will, or will request the Managing Underwriter or underwriters, if any, to deliver to USWS (at USWS’s expense) all copies in their possession or control, other than permanent file copies then in such
Selling Holder’s possession, of the prospectus and any prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. 

Section 2.5    Cooperation by Holders. USWS shall have no obligation to
include Registrable Securities of a Holder in the Shelf Registration Statement, IPO Registration Statement or in an Underwritten Offering under Article II of this Agreement if such Selling Holder has failed to timely
furnish such information which, in the opinion of counsel to USWS, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 

Section 2.6    Restrictions on Public Sale by Holders of Registrable Securities. For a period of one year
following the Effective Date, each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the forty-five (45) calendar day
period beginning on the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, or other prospectus (including any free writing prospectus) containing the terms of the pricing of such
Underwritten Offering; provided that (a) USWS 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 on the officers or directors or any other stockholder of USWS on whom a restriction is imposed; and provided further that this
Section 2.6 shall only be applicable to Holders of Registrable Securities included in the Shelf Registration Statement who (together with their Affiliates that hold Registrable Securities) (y) own at least
$5.0 million of Registrable Securities and (z) have not delivered (or delivered and subsequently revoked) a Piggyback Opt-Out Notice. 

  
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 Section 2.7    Expenses.

 (a)    Certain Definitions. “Registration Expenses” means all expenses incident to
USWS’s performance under or compliance with this Agreement to effect the registration of Registrable Securities in a Shelf Registration Statement pursuant to Section 2.1, a Piggyback Registration pursuant to
Section 2.2, an Underwritten Offering pursuant to Section 2.3 or an IPO Registration Statement pursuant to Section 2.13 and the disposition of such securities, including,
without limitation, all registration, filing, securities exchange listing and fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory
Authority, transfer taxes and fees of transfer agents and registrars, all word processing, duplicating and printing expenses, all roadshow expenses borne by it and the fees and disbursements of counsel and independent public accountants for USWS,
including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance. Except as otherwise provided in Section 2.8 hereof, USWS shall not be responsible for
legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. In addition, USWS shall not be responsible for any “Selling Expenses,” which means all underwriting fees, discounts and selling
commissions, transfer taxes and fees of counsel allocable to the sale of the Registrable Securities. 

(b)    Expenses. USWS will pay all reasonable Registration Expenses in connection with a Shelf Registration
Statement, a Piggyback Registration, an IPO Registration Statement or Underwritten Offering, whether or not any sale is made pursuant to such Shelf Registration Statement, Piggyback Registration or Underwritten Offering. Each Selling Holder shall
pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. 

Section 2.8    Indemnification. 

(a)    By USWS. In the event of a registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, USWS will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, agents and managers, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of
Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees, agents and managers, against any
losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person or directors,
officers, employees, agents or managers may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Shelf Registration Statement or any other registration
statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will


  
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reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person and each such director, officer, employee, agent or manager for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that USWS will not be liable in any such case if and to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, such underwriter or such controlling Person in writing
specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such
Selling Holder or any such director, officer, employee, agent, manager or controlling Person, and shall survive the transfer of such securities by such Selling Holder. 

(b)    By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless
USWS, its directors, officers, employees and agents and each Person, if any, who controls USWS within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from USWS to the Selling Holders, but only
with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Shelf Registration Statement, any other registration statement contemplated by this Agreement or
prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds
(net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification less the amount of any damages that such Selling Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. 
 (c)    Notice. Promptly after receipt
by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but
the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under this Section 2.8(c) except to the extent that the indemnifying party is
materially prejudiced by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof,
the indemnifying party shall not be liable to such indemnified party under this Section 2.8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense and employ counsel reasonably satisfactory to the indemnified party or
(ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are
different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party or representation by both parties by the same


  
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counsel is otherwise inappropriate under the applicable standards of professional conduct, then the indemnified party shall have the right to select a separate counsel and to assume such legal
defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred.
Notwithstanding any other provision of this Agreement, the indemnifying party shall not settle any indemnified claim without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a
complete release from liability of, and does not contain any admission of wrong doing by, the indemnified party. 

(d)    Contribution. If the indemnification provided for in this Section 2.8 is held by a
court or government agency of competent jurisdiction to be unavailable to USWS or any Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of USWS on the one hand and of such Selling Holder on the other in
connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate
amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification less the amount of any damages that such Selling Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The relative fault of USWS on the one hand and each Selling Holder on the other 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 has been made by, or 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. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the
first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation. 

(e)    Other Indemnification. The provisions of this Section 2.8 shall be in addition to
any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise. 
 
Section 2.9    Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public
without registration, USWS agrees to use its commercially reasonable efforts to: 
 (a)    Make and keep public
information regarding USWS available, as those terms are understood and defined in Rule 144, at all times from and after the date hereof; 

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

(c)    So long as a Holder, together with its Affiliates, owns any Registrable Securities, (i) unless otherwise
available at no charge by access electronically to the Commission’s EDGAR filing system (or any successor system), furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of USWS, 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 and (ii) to the extent accurate, furnish
to such Holder upon reasonable request a written statement of USWS that it has complied with the reporting requirements of Rule 144; and 

(d)    Provide opinion(s) of counsel as may be reasonably necessary in order for a Holder to avail itself of Rule 144 to
allow such Holder to sell any Registrable Securities without registration, and remove, or cause to be removed, the notation of any restrictive legend on such Holder’s book-entry account maintained by USWS’s transfer agent, and bear all
costs associated with the removal of such legend in USWS’s books. 
 Section 2.10    Transfer or Assignment
of Registration Rights. The rights to cause USWS to register Registrable Securities granted to the Purchasers by USWS under this Article II may be transferred or assigned by each Purchaser to one or more transferee(s)
or assignee(s) of such Registrable Securities or securities convertible, redeemable or exchangeable for Registrable Securities (including the Purchased Securities), in each case, who (a) (i) are Affiliates of such Purchaser, or (ii) hold,
collectively with its or their Affiliates, after giving effect to such transfer or assignment, at least $10.0 million of Registrable Securities, and (b) who assume in writing responsibility for the obligations of such Purchaser under this
Agreement with respect to the securities so transferred. USWS shall be given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such
registration rights are being transferred or assigned. 

Section 2.11    Aggregation of Registrable Securities. All Registrable
Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. In addition, all other shares of Class A Common Stock held
by a Person and for which such Person has similar registration rights pursuant to an agreement between such Person and USWS shall be aggregated together for the purpose of determining such Person’s rights under this Agreement solely as such
shares relate to minimum quantity requirements contemplated herein; provided that, for the avoidance of doubt, such Class A Common Stock shall not otherwise be deemed Registrable Securities for any other purpose under this Agreement.

 Section 2.12    Going Dark Period. Notwithstanding anything to the contrary in this Agreement, all rights
and obligations under Section 2.1, Section 2.2 and Section 2.3 shall have no force and effect while USWS is not subject to Section 13 or 15(d) of the Exchange Act
(“Going Dark Period”). 
 Section 2.13    IPO Registration. 

 

  
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 (a)    IPO Registration Statement. At any time following a Going
Dark Period, if USWS proposes to file a registration statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of the Class A Common Stock (the
“IPO Registration Statement”), USWS will notify in writing each Holder of the filing at least five (5) Business Days before the initial filing and afford each Holder an opportunity to include in the IPO Registration Statement
all or any part of the Registrable Securities then held by such Holder; provided, however, that USWS shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum
of $5.0 million of Registrable Securities. Each Holder desiring to include in the IPO Registration Statement all or part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described
notice from USWS, so notify USWS in writing, and in such notice shall inform USWS of the number of Registrable Securities such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Registrable
Securities in the IPO Registration Statement will not affect the inclusion of such Registrable Securities in the IPO Registration Statement until such Registrable Securities have been sold under the IPO Registration Statement. 

(b)    Right to Terminate IPO Registration. USWS shall have the right to terminate or withdraw the IPO Registration
Statement initiated by it and referred to in this Section 2.13(b) prior to the effectiveness of such Registration whether or not any Holder has elected to include Registrable Securities in such Registration; provided,
however, USWS must provide each Holder that elected to include any Registrable Securities in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not
declared effective within one hundred twenty (120) days following the initial filing of the IPO Registration Statement, unless a road show for the Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such
time or such IPO Registration Statement has been terminated or withdrawn pursuant to this Section 2.13(b), USWS shall promptly provide a new written notice to all Holders giving them another opportunity to elect to include
Registrable Securities in the pending IPO Registration Statement. Each Holder receiving such notice shall have the same election rights afforded such Holder as described above in this Section 2.13. 

(c)    Priority of Piggyback Registration. If the Managing Underwriter or Underwriters advises USWS that the total
shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in the IPO Registration Statement exceeds the number which can be sold in such offering without being likely to have an adverse effect on the
offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then USWS shall furnish notice in writing (including by
e-mail) to the Holders that elected to include any Registrable Securities in such IPO Registration Statement, and the Class A Common Stock to be included in such IPO Registration Statement shall include
the number of shares of Class A Common Stock that such Managing Underwriter or Underwriters advises USWS can be sold without having such adverse effect, with such number to be allocated (i) first, to USWS, (ii) second, pro rata among
the Selling Holders and any Other Holders who have requested participation in the IPO Registration Statement (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A
Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback
Registration), and (iii) third, to any other holder of shares of Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder. 

  
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 ARTICLE III 

MISCELLANEOUS 
 
Section 3.1    Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, facsimile, air courier guaranteeing
overnight delivery or personal delivery to the following addresses: 
 (a)    If to a Purchaser, to such addresses
indicated on Schedule A attached hereto. 
 (b)    If to USWS: 

U.S. Well Services, Inc. 
 1360
Post Oak Blvd., Suite 1800 
 Houston, Texas 77056 

Attention: Kyle O’Neill 
 E-mail: KONeill@uswellservices.com 
 with a copy (which shall not constitute notice) to: 

Porter Hedges LLP 
 Main St.,
36th Floor 
 Houston, Texas 77002 

Attention: Corey C. Brown 

Facsimile: (713) 226-6244 

E-mail: cbrown@porterhedges.com 

or, if to a transferee of a Purchaser, to the transferee at the address provided pursuant to Section 2.10 above. All notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of
the facsimile copy or e-mail, if sent via facsimile or e-mail; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery. 

Section 3.2    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
 
Section 3.3    Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser in accordance with
Section 2.10 hereof. 
 Section 3.4    Recapitalization (Exchanges, etc. Affecting the
Registrable Securities). The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and 

  
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all shares of capital stock of USWS or any successor or assign of USWS (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in
substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement. 

Section 3.5    Specific Performance. Damages in the event of breach of this
Agreement by a party hereto would be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or
other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives (a) any and all defenses it may have on the
ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief or that a remedy at law would be adequate and (b) any requirement under any law to post securities as a prerequisite to obtaining
equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity which such Person may have. 

Section 3.6    Counterparts. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

Section 3.7    Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 3.8    Governing Law,
Submission to Jurisdiction. 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. 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. 
 
Section 3.9    Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, AND AGREE TO CAUSE THEIR AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION


  
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SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 Section 3.10    Severability of
Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction. 
 
Section 3.11    Entire Agreement. This Agreement and the Purchase Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein or therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein with respect
to the rights granted by USWS set forth herein or therein. This Agreement, the Purchase Agreement and the Confidentiality Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. 

Section 3.12    Term; Amendment. This Agreement shall automatically terminate and be of no further force and
effect on the date on which there are no Registrable Securities. This Agreement may be amended only by means of a written amendment signed by USWS and the Holders of a majority of the then outstanding Registrable Securities; provided,
however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder. 

Section 3.13    No Presumption. In the event any claim is made by a party
relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

 Section 3.14    Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees
and acknowledges that no Person other than the Purchasers, Selling Holders, their respective permitted assignees and USWS shall have any obligation hereunder and that, notwithstanding that one or more of USWS and the Purchasers may be a corporation,
partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of any of USWS, the Purchasers, Selling Holders or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of USWS, the
Purchasers, Selling Holders or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, 

  
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stockholder or Affiliate of any of the foregoing, as such, for any obligations of USWS, the Purchasers, Selling Holders or their respective permitted assignees under this Agreement or any
documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Purchasers or a Selling Holder hereunder.

 Section 3.15    Interpretation. Article and Section references in this
Agreement are references to the corresponding Article and Section to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and
agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or
approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified. 

Section 3.16    No Inconsistent Agreements; Additional Rights. If USWS hereafter enters into a registration
rights agreement with a third party with terms more favorable than those set forth herein with respect to Holders of shares of Class A Common Stock, this Agreement shall, to the extent so requested by any such Holders, be amended so as to
provide such Holders with substantially the same material terms as provided to such other third party. 
 [Signature Pages Follow]


  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	U.S. WELL SERVICES, INC.
		
	By:	 	 /s/ Kyle O’Neill

	Name:	 	Kyle O’Neill
	Title:	 	Chief Financial Officer


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	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


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	CRESTVIEW III USWS TE, LLC
		
	By:	 	 /s/ Ross A. Oliver

	Name:	 	Ross A. Oliver
	Title:	 	General Counsel


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	LNV CORPORATION
		
	By:	 	 /s/ Jacob Cherner

	Name:	 	Jacob Cherner
	Title:	 	Executive Vice President


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	LPP MORTGAGE, INC.
		
	By:	 	 /s/ Jacob Cherner

	Name:	 	Jacob Cherner
	Title:	 	Executive Vice President


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	REGIMENT CAPITAL SPECIAL SITUATIONS FUND V., L.P.
		
	By:	 	 /s/ Richard Miller

	Name:	 	Richard Miller
	Title:	 	Authorized Signatory


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	DAVID J MATLIN
		
	By:	 	 /s/ David J Matlin

	Name:	 	David J Matlin


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	PETER SCHOELS
		
	By:	 	 /s/ Peter Schoels

	Name:	 	Peter Schoels


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	GREENBLATT PARTNERS LP
		
	By:	 	 /s/ Jeffrey Greenblatt

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
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	JASON CAPONE
		
	By:	 	 /s/ Jason Capone

	Name:	 	Jason Capone
	
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	JAMES MCCARTNEY
		
	By:	 	 /s/ James McCartney

	Name:	 	James McCartney


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	KEN CAMPBELL
		
	By:	 	 /s/ Ken Campbell

	Name:	 	Ken Campbell


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Registration Rights Agreement] 












 
			
	GREG ETHRIDGE
		
	By:	 	 /s/ Greg Ethridge

	Name:	 	Greg Ethridge


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 Schedule A 

Purchasers 
 Crestview III USWS,
L.P. 
 c/o Crestview Advisors, L.L.C. 
 590 Madison Avenue,
42nd Floor 
 New York, New York 10022 

Attention: Adam J. Klein, Ross A. Oliver 
 E-mail: 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  

c/o Crestview Advisors, L.L.C. 

590 Madison Avenue, 42nd Floor 

New York, New York 10022 

Attention: Adam J. Klein, Ross A. Oliver 

E-mail: 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 

Regiment Capital Special Situations Fund V, L.P. 
 c/o TCW
Direct Lending Group 
 1251 Avenue of the Americas, Suite 4700 

New York, NY 10020 
 Attention:    Richard
Miller 
 E-mail:    richard.miller@tcw.com 

David J Matlin 
 600 Fifth Avenue; 22nd Floor 

New York, New York 10022 
 Peter Schoels 

1025 Morse Blvd 
 West Palm Beach FL 33404 

  
 Schedule A













 Greenblatt Partners LP 

14 East 60th Street Suite 600 
 New York, NY 10022 

Jason Capone 
 260 park avenue South; #9j 

New York, New York 10010 
 James McCartney 

95 Sebonac Road 
 South Hampton, NY 11968 

Ken Campbell 
 16620 Parkland Dr. 

Shaker Heights OH 44120 
 Tim O’Connor 

1835 Port Carlow Place 
 Newport Beach CA 92660 

Greg Ethridge 
 585 Weed Street 

New Canaan, CT 06840 
 LNV Corporation 

LPP Mortgage, Inc. 
 c/o CLMG Corp. 

7195 Dallas Parkway 
 Plano, Texas 75024 

Attention: James Erwin, President 

E-mail: jerwin@clmgcorp.com 

with a copy (which shall not constitute notice) to: 
 Melissa
Cobb 
 SVP/Corporate Counsel 
 6000 Legacy Dr. 

Plano, TX 75024 
 E-mail:
MCobb@BealService.com 

  
 Schedule A