INDEMNITY AGREEMENTIndemnity Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November __, 2018, by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Texas
This Employment Agreement (this “Agreement”) is entered into the 13th day of July 2018, by and between Matlin & Partners Acquisition Corporation, a Delaware corporation, to be renamed as set forth in the Merger Agreement (as defined below) (the “Company”), and Joel Broussard (“Executive”). For purposes hereof, the “Company Group” means, collectively, the Company and each of its affiliates and subsidiaries.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF USWS HOLDINGS LLC DATED AS OF NOVEMBER 9, 2018Limited Liability Company Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of USWS Holdings LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 9, 2018, by and among the Company, U.S. Well Services, Inc., a Delaware corporation formerly known as Matlin & Partners Acquisition Corporation (“PubCo”), in its capacity as the initial Manager, and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
AMENDMENT NO. 2 TO sponsor agreementSponsor Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec
This Amendment No. 2 to Sponsor Agreement (this “Amendment”), dated as of November 9, 2018, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (“MPAC”), USWS Holdings LLC, a Delaware limited liability company (“USWS”), and Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”). Each capitalized term used and not otherwise defined in this Amendment has the meaning given to such term in that certain Sponsor Agreement, dated as of July 13, 2018, as amended on November 2, 2018 (the “Sponsor Agreement”), by and among MPAC, USWS, Sponsor and, solely for the purposes of Sections 7 through 12 thereof, Cantor Fitzgerald & Co. (“Cantor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 9, 2018, is made and entered into by and among U.S. Well Services, Inc., a Delaware corporation (formerly Matlin & Partners Acquisition Corporation) (the “Company”), the Initial Holders and each Person who becomes a party to this Agreement as a Holder after the date of this Agreement pursuant to Section 5.03. This agreement amends, restates and replaces in its entirety that certain Registration Rights Agreement, dated March 9, 2017 (the “Original Agreement”), by and among the Company, Matlin & Partners Acquisition Sponsor LLC (“Sponsor”) and Cantor Fitzgerald & Co. (“Cantor” and, together with Sponsor, the “Initial Investors”). Capitalized terms used in this Agreement have the meanings given to them in Section 1.01.
Restricted Stock Award AgreementRestricted Stock Award Agreement • November 16th, 2018 • U.S. Well Services, Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________, 2018 (the “Grant Date”) by and between U.S. Well Services, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Grantee”).
