AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 23rd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 21, 2022, among U.S. Well Services, Inc., a Delaware corporation (the “Company”), ProFrac Holding Corp., a Delaware corporation (“Parent”), and Thunderclap Merger Sub I, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub Inc.”). Parent, Merger Sub Inc. and the Company are referred to individually as a “Party” and collectively as “Parties”.
REGISTRATION RIGHTS AGREEMENT by and among and THE PURCHASERS PARTY HERETO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2022 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”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTCredit Agreement • March 2nd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • New York
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”).
Joint Filing AgreementJoint Filing Agreement • February 13th, 2020 • Crestview Partners III GP, L.P. • Crude petroleum & natural gas
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Northern Oil & Gas, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 23rd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
This WARRANT Purchase Agreement (this “Agreement”), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (“Buyer”), and the holders of Warrants (as defined below) set forth on the signature pages hereto (each, a “Seller,” and, collectively, the “Sellers”). Buyer and the Sellers are referred to herein individually, as a “Party,” and collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • August 8th, 2018 • Crestview Partners III GP, L.P. • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of WideOpenWest, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Houston, Texas 77056 Attention: Kyle O’Neill Re: Recovery on Certain Paid-in- Kind InterestCrestview Partners III GP, L.P. • June 23rd, 2022 • Oil & gas field services, nec • New York
Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, collectively, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (“Holdings”, together with the Parent, the Borrower, and the Subsidiary Guarantors, collectively, the “Loan Parties”), CLMG Corp., as Administrative Agent, CLMG Corp., as Term Loan Collateral Agent, and the Lenders party thereto from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agr
CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 2nd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • New York
This CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of February 28, 2022 (this “Sixth Amendment”), is made by and among U.S. Well Services, LLC, a Delaware limited liability company (the “Borrower”), U.S. Well Services, Inc., a Delaware corporation (the “Parent”), USWS Fleet 10, LLC, a Delaware limited liability company (“USWS Fleet 10”), USWS Fleet 11, LLC, a Delaware limited liability company (“USWS Fleet 11”, together with USWS Fleet 10, the “Subsidiary Guarantors”), USWS Holdings LLC, a Delaware limited liability company (the “Holdings”, together with the Parent, the Borrower and the Subsidiary Guarantors, the “Loan Parties” and each a “Loan Party”), CLMG Corp., as Administrative Agent (the “Administrative Agent”), CLMG Corp., as Term Loan Collateral Agent (the “Collateral Agent”, and together with the Administrative Agent, the “Agents”), and the Lenders (defined below) and is made with reference to the Credit Agreement (as defined below), and ce
Joint Filing AgreementJoint Filing Agreement • October 11th, 2019 • Crestview Partners III GP, L.P. • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of WideOpenWest, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate
PURCHASE AGREEMENT among U.S. WELL SERVICES, INC., THE PURCHASERS PARTY HERETO and (Solely for the purposes of Section 5.01) LNV CORPORATION and LPP MORTGAGE, INC.Purchase Agreement • April 2nd, 2020 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
This PURCHASE AGREEMENT, dated as of March 31, 2020 (this “Agreement”), is entered into by and among U.S. Well Services, Inc., a Delaware corporation (“USWS”), each of the purchasers set forth on Schedule A hereto (the “Purchasers”), and, solely for the purposes of Section 5.01, LNV Corporation and LPP Mortgage, Inc. (collectively, the “Lenders”).
Joint Filing AgreementJoint Filing Agreement • March 18th, 2019 • Crestview Partners III GP, L.P. • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of WideOpenWest, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2024 • Crestview Partners III GP, L.P. • Fire, marine & casualty insurance
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Fidelis Insurance Holdings Limited, a Bermuda limited company, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
WRITTEN CONSENT AND VOTING AGREEMENTWritten Consent and Voting Agreement • June 29th, 2021 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
THIS WRITTEN CONSENT AND VOTING AGREEMENT (this “Agreement”) is executed as of June 24, 2021 by and among U.S. Well Services, Inc., a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company, as identified on the signature pages hereto (each a “Series B Preferred Stockholder”). Capitalized terms used in this Agreement but not defined shall have the meaning given to such terms in the Series B Certificate of Designations (as defined below).
July 3, 2019 Crestview III USWS, L.P. Crestview III USWS TE, LLC 36th Floor New York, New York 10022 Attn: Adam Klein; Ross OliverSponsor Agreement and Letter Agreement • November 12th, 2019 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • New York
Reference is made to that certain side letter (the “Original Side Letter”), dated as of November 9, 2018, by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (now known as U.S. Well Services, Inc., “MPAC”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Crestview III USWS, L.P., a Delaware limited partnership (“Crestview Investor I”), and Crestview III USWS TE, LLC, a Delaware limited liability company (“Crestview Investor II” and together with Crestview Investor I, “Crestview”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Original Side Letter.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2018 • Crestview Partners III GP, L.P. • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of WideOpenWest, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Joint Filing AgreementJoint Filing Agreement • April 2nd, 2019 • Crestview Partners III GP, L.P. • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of WideOpenWest, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Joint Filing AgreementJoint Filing Agreement • November 19th, 2018 • Crestview Partners III GP, L.P. • Oil & gas field services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of U.S. Well Services, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
LETTER AGREEMENTLetter Agreement • June 29th, 2021 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
THIS LETTER AGREEMENT (this “Letter Agreement”) is executed as of June 24, 2021 by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company identified on the signature pages hereto (each a “Rights Holder”). Capitalized terms used in this Letter Agreement but not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTECrestview Partners III GP, L.P. • June 23rd, 2022 • Oil & gas field services, nec • Delaware
This FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE dated as of June 21, 2022 (this “Amendment”) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (“Maker”), and (the “Payee”).
Joint Filing AgreementJoint Filing Agreement • October 11th, 2018 • Crestview Partners III GP, L.P. • Crude petroleum & natural gas
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Northern Oil & Gas, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
WARRANT AGREEMENT between and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 28, 2022, is by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
LETTER AGREEMENTLetter Agreement • June 29th, 2021 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
THIS LETTER AGREEMENT (this “Letter Agreement”) is executed as of June 25, 2021 by and among AG Energy Funding, LLC (“AG”), on the one hand, and Crestview III USWS, L.P. and Crestview III USWS TE, LLC, on the other hand (together, “Crestview” and collectively with AG, the “Series A Preferred Stockholders”), who are each stockholders of U.S. Well Services, Inc., a Delaware corporation (the “Company”). This Letter Agreement shall become effective concurrently with the effectiveness of the Permitted Exchange (as defined below). Capitalized terms used in this Agreement but not defined shall have the meaning given to such terms in the Certificate of Designations of the Series A Preferred Stock dated May 24, 2019 (the “Series A Certificate of Designations”).
PREFERRED SHAREHOLDERS AGREEMENTPreferred Shareholders Agreement • June 23rd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
This PREFERRED SHAREHOLDERS AGREEMENT (this “Agreement”) is executed as of June 21, 2022, by and among U.S. Well Services, Inc., a Delaware corporation (the “Company”), ProFrac Holding Corp., a Delaware corporation (“Parent”), Thunderclap Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the holders of Shares (as defined below) set forth on the signature pages hereto (the “Shareholders”). Parent, the Company, Merger Sub and the Shareholders are referred to herein individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used in this Agreement but not defined shall have the meaning given to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • June 23rd, 2022 • Crestview Partners III GP, L.P. • Oil & gas field services, nec • Delaware
This Voting Agreement (this “Agreement”), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp., a Delaware corporation (“Parent”) and each of the stockholders of U.S. Well Services, Inc., a Delaware corporation (the “Company”), listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
November 9, 2018 Crestview III USWS, L.P. Crestview III USWS TE, LLC 36th Floor New York, New York 10022 Attn: Adam Klein; Ross OliverSponsor Agreement • November 19th, 2018 • Crestview Partners III GP, L.P. • Oil & gas field services, nec
Reference is made to that certain Sponsor Agreement (the “Sponsor Agreement”), dated as of July 13, 2018, as amended on November 2, 2018 and November 9, 2018, by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (“MPAC”), USWS Holdings LLC, a Delaware limited liability company (“USWS”), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) and, solely for purposes of Sections 7 through 12 thereof, Cantor Fitzgerald & Co. (“Cantor”) and the Subscription Agreement, dated as of July 13, 2018 (the “Subscription Agreement”), by and between MPAC, Sponsor, Cantor, Crestview III USWS, L.P., a Delaware limited partnership (“Crestview Investor I”), Crestview III USWS TE, LLC, a Delaware limited liability company (“Crestview Investor II” and together with Crestview Investor I, “Crestview”) and the other parties thereto. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Sponsor Agreement.
