AMENDMENT NO. 2
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
USWS HOLDINGS LLC
This AMENDMENT NO. 2 (this Amendment) to the Amended and Restated Limited Liability Company Agreement of USWS Holdings LLC, a Delaware limited liability company (the Company), is made effective as of April 1, 2020 (the Amendment Date).
WHEREAS, reference is made herein to that certain Amended and Restated Limited Liability Company Agreement of the Company dated November 9, 2018, as amended by Amendment No. 1 thereto dated May 24, 2019 (collectively, the LLC Agreement). Capitalized terms used herein but not otherwise defined have the respective meanings set forth in the LLC Agreement;
WHEREAS, U.S. Well Services, Inc., a Delaware corporation (PubCo), has entered into a purchase agreement with the purchasers named therein, providing for the issuance and sale of Series B Redeemable Convertible Preferred Stock of PubCo (the PubCo Preferred Stock Issuance);
WHEREAS, U.S. Well Services, LLC (OpCo) has entered into a second amendment to the senior secured term loan credit agreement between OpCo, the guarantors party thereto, the lenders party thereto (the Lenders), and CLMG CORP., as administrative agent and term loan collateral agent, providing for the delivery of 5,529,622 shares of Class A Stock and 1,050 shares of Series B Redeemable Convertible Preferred Stock of PubCo (collectively, the Extension Fee Stock) to the Lenders (collectively, the Extension Fee Stock Issuance);
WHEREAS, in connection with the PubCo Preferred Stock Issuance, the Company will issue 21,000 Series B Preferred Units (as defined below) to PubCo in consideration for the capital contribution made or deemed to have been made by PubCo of the net proceeds of the PubCo Preferred Stock Issuance to the Company;
WHEREAS, in connection with the Extension Fee Stock Issuance, the Company will issue 5,529,622 Common Units and 1,050 Series B Preferred Units to PubCo in consideration for the capital contribution made or deemed to have been made by PubCo of the Extension Fee Stock to the Company, for further contribution by the Company to OpCo and delivery by OpCo to the Lenders; and
WHEREAS, the Manager has determined that it is advisable and in the best interests of the Company to amend the LLC Agreement as set forth herein and in accordance with Sections 3.5 and 11.1 of the LLC Agreement to give effect to the issuance of Series B Preferred Units in connection with both the PubCo Preferred Stock Issuance and the Extension Fee Stock Issuance as described above (collectively, the Preferred Units Issuance).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Manager hereto agree as follows: