PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM LENDER, ITS AFFILIATES AND PARTICIPANTS, OR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR
ATTORNEYS.
BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
DISCHARGES LENDER, ITS AFFILIATES AND PARTICIPANTS, AND THEIR RESPECTIVE
PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS,
FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER
AND ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
THE LIABILITIES, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT
AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT.
BORROWER HEREBY
Second Amendment to Credit and Security Agreement7
COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY,
NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF
ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY
NATURE AGAINST LENDER, ITS AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE
SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND
LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO
LENDER'S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING,
ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF
BORROWER TO LENDER, WHICH OBLIGATIONS WERE EVIDENCED BY THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
[Signature page follows]
Second Amendment to Credit and Security Agreement8
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.
BORROWER:
U.S. WELL SERVICES, LLC
By: /s/ Brian Stewart
Name: Brian Stewart
Title: CEO
LENDER:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Paul Truax
Name: Paul Truax
Title: Authorized Signatory
Signature Page to Second Amendment to
Credit and Security Agreement
Revised Schedule 5.1(b)
TO INFORMATION CERTIFICATE
Capitalization of Borrower
and Subsidiaries
US Well Services, LLC
Equity table
Pro Forma
Fully Diluted
Series A-E
Shares
Percent
ORB Preferred Units (Series B)
1,421,133
45.09%
ORB Preferred Units (Series E)
663,195
21.04%
Stevenson (Series B)
71,057
2.25%
Bonds (Series B)
373,277
11.84%
Layton (Series C)
167,500
5.31%
GHS (Series C)
25,000
0.79%
Travis (Series D)
7,500
0.24%
Self (Series D)
124,426
3.95%
McPherson (Series D)
124,426
3.95%
Brian Stewart (Series D)
74,655
2.37%
Ken Sill (Series D)
49,770
1.58%
Johnson (Series D)
12,443
0.49%
Kurtz (Series D)
12,443
0.40%
Houston (Series D)
24,885
0.79%
Total
3,151,710
100.09%
SMRF Interests
Sea Port Group Securities, LLC
760,000
100.00%
Total
760,000
100.00%
Summary
Series A
0
0.00%
Series B
1,865,467
47.69%
Series