FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (this Amendment), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the Company), and each of the holders of registrable securities listed on the signature pages hereto (collectively, the Holders).
WHEREAS, on February 28, 2022, the Company entered into that certain Consent and Sixth Amendment to the Senior Secured Term Loan Credit Agreement (the Term Loan Amendment) with the lenders and other parties thereto, pursuant to which certain lenders agreed to make certain Term C Loans (as defined in the Term Loan Amendment);
WHEREAS, as a condition to the lenders making the Term C Loans, the Company agreed to issue warrants (the Warrants) exercisable for shares of the Companys Class A common stock, par value $0.0001 per share;
WHEREAS, on February 28, 2022, the Company entered into a registration rights agreement with such initial lenders (the Registration Rights Agreement) to provide certain registration and other rights for the holders of the Warrants;
WHEREAS, on the date hereof, the Company issued and sold additional Warrants to THRC Holdings, LP (THRC), David Matlin (Matlin) and Peter Schoels (the Schoels) in connection with additional Term C Loans made by each;
WHEREAS, the Company desires to amend the Registration Rights Agreement in order for each of THRC, Matlin and Schoels to join the Registration Rights Agreement as a Holder and as a Purchaser, to amend Section 2.1(a) of the Registration Rights Agreement, and to make certain related revisions to the Registration Rights Agreement;
WHEREAS, pursuant to Section 3.12 of the Registration Rights Agreement, the Registration Rights Agreement may be amended or modified by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement); and
WHEREAS, the Holders hold a majority of the Registrable Securities.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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Amendments to Registration Rights Agreement.
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The definition of Warrants in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety and replaced with the following:
Warrants means the Warrants to be sold to the Purchasers in connection with the Debt Financing Agreements, including to any lender making an additional Term C Loan.