USWS / U.S. Well Services Inc - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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RW U.S. WELL SERVICES HOLDINGS, LLC 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 March 22, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Request for Withdrawal of the Registration Statement on Form S-3 originally filed by U.S. Well Services, Inc. (the “Initial Registrant”) and the co-regi

US91274U3095 / US WELL SERVICES INC / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 USWSSC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) U.S. WELL SERVICES HOLDINGS, LLC (formerly U.S. Well Services, Inc.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 91274U309 (CUSIP Number) DECEMBER 31, 2022 (Date of event

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38025 U.S. Well Services Holdings, LLC (Exact name of registrant

US91274U3095 / US WELL SERVICES INC / TCW GROUP INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US91274U2006 / US WELL SERVICES INC / THRC Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* U.S. WELL SERVICES HOLDINGS, LLC (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U200 (CUSIP Number) Dan Wilks Farris Wilks 17010 IH 20 Cisco, Texas 76437 Telephone: (817) 850-3600 (Name, Address and

As filed with the Securities and Exchange Commission on November 7, 2022

POS AM 1 d414907dposam.htm POS AM As filed with the Securities and Exchange Commission on November 7, 2022 Registration No. 333-228664 Registration No. 333-230471 Registration No. 333-234583 Registration No. 333-248086 Registration No. 333-261286 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT NO. 333-228664

As filed with the Securities and Exchange Commission on November 7, 2022

As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 7, 2022

As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 7, 2022

POS AM 1 d414907dposam.htm POS AM As filed with the Securities and Exchange Commission on November 7, 2022 Registration No. 333-228664 Registration No. 333-230471 Registration No. 333-234583 Registration No. 333-248086 Registration No. 333-261286 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT NO. 333-228664

As filed with the Securities and Exchange Commission on November 7, 2022

As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 7, 2022

As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 U.S. Well Services Holdings, LLC (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (

Master Reorganization Agreement, dated as of November 1, 2022, by and among U.S. Well Services Holdings, LLC, ProFrac Manufacturing, LLC, ProFrac Services, LLC, USWS Holdings LLC, U.S. Well Services, LLC, USWS Fleet 10, LLC and USWS Fleet 11, LLC (incorporated by reference to Exhibit 10.1 to U.S. Well Services, Holdings, LLC’s Current Report on Form 8-K filed with the SEC on Nov. 7, 2022).

Exhibit 10.1 MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this ?Agreement?), dated as of November 1, 2022 (the ?Effective Date?), is entered into by and among ProFrac Manufacturing, LLC, a Texas limited liability company (?ProFrac Manufacturing?), ProFrac Services, LLC, a Texas limited liability company (?ProFrac Services?), U.S. Well Services Holdings, LLC, a Delaware lim

Limited Liability Company Agreement of U.S. Well Services Holdings, LLC.

Exhibit 3.3 [Execution] LIMITED LIABILITY COMPANY AGREEMENT OF U.S. WELL SERVICES HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY) This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of U.S. WELL SERVICES HOLDINGS, LLC, a Delaware limited liability company (the ?Company?), effective as of November, 1, 2022 (the ?Effective Date?), is adopted, executed and agreed to by ProFrac Holdings I

Certificate of Formation of U.S. Well Services Holdings, LLC.

Exhibit 3.2 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION ? First: The name of the limited liability company is U.S. Well Services Holdings, LLC ? Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington Zip Code 19801. The name of its Registered agent at such address is The Corporation Trust Company. ? Third: (Ins

Certificate of Conversion of U.S. Well Services, Inc. into U.S. Well Services Holdings, LLC.

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT 1.) The jurisdiction where the Corporation first formed is Delaware. 2.) The jurisdiction immediately prior to filing this Certificate is Delaware. 3.) The date the corporation first formed is March 10, 2016. 4.) The name of the Corporati

US91274U2006 / US WELL SERVICES INC / Crestview Partners III GP, L.P. - FORM SC 13 D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U 200 (CUSIP Number) Ross A. Oliver Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 (212) 906-0700 Copi

EX-99.25

Form 25

First Amendment to Certificate of Designations of the Series A Redeemable Convertible Preferred Stock, dated October 31, 2022.

EX-3.1 Exhibit 3.1 [Execution] U.S. WELL SERVICES, INC. FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS Pursuant to Section 242 of the General Corporation Law of the State of Delaware SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Par Value $0.0001 Per Share) U.S. Well Services, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 U.S. Well Servic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 U.S. WELL SERVIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 U.S. WELL SERV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commis

Promissory Note, dated as of September 30, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on September 30, 2022).

Exhibit 10.1 PROMISSORY NOTE $12,500,000.00 September 30, 2022 (Principal Amount of Note) (Date) FOR VALUE RECEIVED U.S. Well Services, LLC, a Delaware limited liability company (?Maker?) promises to pay to the order of Equify Financial, LLC (?Holder?), at 777 Main Street Suite 3900, Fort Worth, Texas 76102, or such other place as Holder may from time to time designate in writing, the principal am

PROMISSORY NOTE $12,500,000.00 September 30, 2022 (Principal Amount of Note) (Date)

Exhibit 10.1 PROMISSORY NOTE $12,500,000.00 September 30, 2022 (Principal Amount of Note) (Date) FOR VALUE RECEIVED U.S. Well Services, LLC, a Delaware limited liability company (?Maker?) promises to pay to the order of Equify Financial, LLC (?Holder?), at 777 Main Street Suite 3900, Fort Worth, Texas 76102, or such other place as Holder may from time to time designate in writing, the principal am

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement dated September 30, 2022, is executed by U.S. Well Services, LLC, a Delaware limited liability company (?Debtor?), whose principal office (or residence) address is 1360 Post Oak Blvd., Suite 1800, Houston, Texas 77056, in favor of Equify Financial, LLC (?Secured Party?) whose address is 777 Main Street, Suite 3900, Fort Worth, TX 76102. 1. To

Security Agreement, dated as of September 30, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.2 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on September 30, 2022).

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement dated September 30, 2022, is executed by U.S. Well Services, LLC, a Delaware limited liability company (?Debtor?), whose principal office (or residence) address is 1360 Post Oak Blvd., Suite 1800, Houston, Texas 77056, in favor of Equify Financial, LLC (?Secured Party?) whose address is 777 Main Street, Suite 3900, Fort Worth, TX 76102. 1. To

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-38025 U.S

U.S. Well Services Announces Second Quarter 2022 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, Senior Vice President and CFO (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Announces Second Quarter 2022 Financial and Operational Results HOUSTON ? August 10, 2022 ? U.S. Well Services, Inc. (the ?Company,? ?USWS,? ?U.S.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commissio

U.S. Well Services Announces 1-for-6 Reverse Stock Split

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, Senior Vice President and CFO (832) 562-3730 [email protected] Dennard Lascar Investor Relations Zach Vaughan (713) 529-6600 [email protected] U.S. Well Services Announces 1-for-6 Reverse Stock Split HOUSTON, August 4, 2022 ? U.S. Well Services, Inc. (NASDAQ: USWS) (?USWS? or the ?Company?) today announced it is executin

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of U.S. Well Services, Inc., dated as of August 4, 2022 (incorporated by reference to Exhibit 3.1 to U.S. Well Services, Inc.’s Current Report on Form 8-K filed with the SEC on August 5, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF U.S. WELL SERVICES, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the ?DGCL?), U.S. Well Services, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is U.S. Well Services, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DEFA14A 1 8k-rssdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisd

U.S. Well Services Announces 1-for-6 Reverse Stock Split

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, Senior Vice President and CFO (832) 562-3730 [email protected] Dennard Lascar Investor Relations Zach Vaughan (713) 529-6600 [email protected] U.S. Well Services Announces 1-for-6 Reverse Stock Split HOUSTON, August 4, 2022 ? U.S. Well Services, Inc. (NASDAQ: USWS) (?USWS? or the ?Company?) today announced it is executin

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of U.S. Well Services, Inc., dated as of August 4, 2022.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF U.S. WELL SERVICES, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the ?DGCL?), U.S. Well Services, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is U.S. Well Services, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 25, 2022) Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 25, 2022) ProFrac Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-41388 87-2424964 (State or other jurisdiction of incorporation)

First Amendment to Credit Agreement, dated as of July 25, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the lenders.

Exhibit 10.2 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of July 25, 2022, relating to the Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the ?Borrower?), PROFRAC HOLDINGS, LLC, a Texas limited liability company (?Holdings?), the Guarantors party he

ProFrac Holding Corp. Completes Acquisition of West Texas Sand Operations and Related Upsize of its Term Loan

Exhibit 99.1 Contacts: ProFrac Holding Corp. Lance Turner ? Chief Financial Officer [email protected] FOR IMMEDIATE RELEASE Dennard Lascar Investor Relations Ken Dennard / Rick Black [email protected] ProFrac Holding Corp. Completes Acquisition of West Texas Sand Operations and Related Upsize of its Term Loan WILLOW PARK, TX ? July 25, 2022 ? ProFrac Holding Corp. (NASDAQ: PFHC) (?ProFrac

First Amendment to Term Loan Credit Agreement, dated as of July 25, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders.

Exhibit 10.1 Execution Version FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this ?Amendment?), dated as of July 25, 2022, relating to the Credit Agreement referred to below, is made by and among PROFRAC HOLDINGS II, LLC, a Texas limited liability company (the ?Borrower?), PROFRAC HOLDINGS, LLC, a Texas limited liability company (?Holdings?), the

ProFrac Holding Corp. Completes Acquisition of West Texas Sand Operations and Related Upsize of its Term Loan

Filed by ProFrac Holding Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: U.S. Well Services, Inc. Commission File No.: 001-38025 Contacts: ProFrac Holding Corp. Lance Turner ? Chief Financial Officer [email protected] FOR IMMEDIATE RELEASE Dennard Lascar Investor Relations Ken Dennard /

Security Agreement, dated as of July 18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC.

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement dated July 18, 2022, is executed by U.S. Well Services, LLC, a Delaware limited liability company (?Debtor?), whose principal office (or residence) address is 1360 Post Oak Blvd., Suite 1800, Houston, Texas 77056, in favor of Equify Financial, LLC (?Secured Party?) whose address is 777 Main Street, Suite 3900, Fort Worth, TX 76102. 1. To secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 U.S. WELL SERVICES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

Promissory Note, dated as of July 18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC.

Exhibit 10.1 PROMISSORY NOTE $12,500,000.00 July 18, 2022 (Principal Amount of Note) (Date) FOR VALUE RECEIVED U.S. Well Services, LLC, a Delaware limited liability company (?Maker?) promises to pay to the order of Equify Financial, LLC (?Holder?), at 777 Main Street Suite 3900, Fort Worth, Texas 76102, or such other place as Holder may from time to time designate in writing, the principal amount

Promissory Note, dated as of July 18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on July 18, 2022).

Exhibit 10.1 PROMISSORY NOTE $12,500,000.00 July 18, 2022 (Principal Amount of Note) (Date) FOR VALUE RECEIVED U.S. Well Services, LLC, a Delaware limited liability company (?Maker?) promises to pay to the order of Equify Financial, LLC (?Holder?), at 777 Main Street Suite 3900, Fort Worth, Texas 76102, or such other place as Holder may from time to time designate in writing, the principal amount

Security Agreement, dated as of July 18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.2 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on July 18, 2022).

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement dated July 18, 2022, is executed by U.S. Well Services, LLC, a Delaware limited liability company (?Debtor?), whose principal office (or residence) address is 1360 Post Oak Blvd., Suite 1800, Houston, Texas 77056, in favor of Equify Financial, LLC (?Secured Party?) whose address is 777 Main Street, Suite 3900, Fort Worth, TX 76102. 1. To secu

Continuing Guaranty, dated as of July 18, 2022, by U.S. Well Services, Inc. in favor of Equify Financial, LLC.

Exhibit 10.3 CONTINUING GUARANTY For Valuable Consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned for themselves, their heirs, executors, personal representatives, successors and assigns (individually called ?Guarantor? and collectively called ?Guarantors?) jointly and severally and in solido, hereby unconditionally guarantee to Equify Financial, LLC, its su

Continuing Guaranty, dated as of July 18, 2022, by U.S. Well Services, Inc. in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.3 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on July 18, 2022).

Exhibit 10.3 CONTINUING GUARANTY For Valuable Consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned for themselves, their heirs, executors, personal representatives, successors and assigns (individually called ?Guarantor? and collectively called ?Guarantors?) jointly and severally and in solido, hereby unconditionally guarantee to Equify Financial, LLC, its su

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

JOINT FILING AGREEMENT

Exhibit 6 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

US91274U2006 / US WELL SERVICES INC / THRC Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* U.S. WELL SERVICES, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U200 (CUSIP Number) Dan Wilks Farris Wilks 17010 IH 20 Cisco, Texas 76437 Telephone: (817) 850-3600 (Name, Address and Telepho

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

Letter Agreement, dated June 21, 2022 by and among U.S. Well Services, Inc., the other Loan Parties party thereto, and the Term Loan C Lenders party thereto (incorporated by reference to Exhibit 10.3 to U.S. Well Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 27, 2022).

Exhibit 10.3 CONFIDENTIAL June 21, 2022 U.S. Well Services, LLC and the other Loan Parties (as defined below) 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 Attention: Kyle O?Neill Re: Recovery on Certain Paid-in-Kind Interest Ladies and Gentlemen: Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, restated, supplemented, or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 U.S. WELL SERVICES,

DEFA14A 1 d359523ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Juris

Letter Agreement, dated June 21, 2022, by and among the Company, the other Loan Parties party thereto, and the Term Loan C Lenders party thereto

Exhibit 10.3 CONFIDENTIAL June 21, 2022 U.S. Well Services, LLC and the other Loan Parties (as defined below) 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 Attention: Kyle O?Neill Re: Recovery on Certain Paid-in-Kind Interest Ladies and Gentlemen: Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as amended, restated, supplemented, or

Agreement and Plan of Merger, dated as of June 21, 2022, by and among U.S. Well Services, Inc., ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Table of Definitions 17 Section 1.3 Other Definitional and Interpretative Provisions 18 ARTICLE II THE MERGER 19 Section 2.1 The Merger 19 Section 2.2 The Clo

Form of First Amendment to Convertible Senior Secured (Third Lien) PIK Note.

Exhibit 10.2 Execution Version FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE 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?). WHEREAS, reference is made to those certain Convertible Senior Secured (T

Form of Amendment to Performance Award Agreement.

Exhibit 10.4 AMENDMENT TO PERFORMANCE AWARDS This AMENDMENT TO PERFORMANCE AWARDS dated as of June 21, 2022 (this ?Amendment?) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (?Company?), and the undersigned recipient (the ?Participant?) of one or more Performance Awards (Pool A) (each, a ?Pool A Performance Award?) and/or one or more Performance Awards (Pool B) (ea

Form of First Amendment to the Series A Certificate of Designations.

Exhibit 10.1 U.S. WELL SERVICES, INC. FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS Pursuant to Section 151 of the General Corporation Law of the State of Delaware SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Par Value $0.0001 Per Share) U.S. Well Services, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law o

Agreement and Plan of Merger, dated as of June 21, 2022, by and among U.S. Well Services, Inc., ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Table of Definitions 17 Section 1.3 Other Definitional and Interpretative Provisions 18 ARTICLE II THE MERGER 19 Section 2.1 The Merger 19 Section 2.2 The Clo

Form of First Amendment to the Series A Certificate of Designations.

Exhibit 10.1 U.S. WELL SERVICES, INC. FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS Pursuant to Section 151 of the General Corporation Law of the State of Delaware SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Par Value $0.0001 Per Share) U.S. Well Services, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law o

Form of Amendment to Performance Award Agreement.

Exhibit 10.4 AMENDMENT TO PERFORMANCE AWARDS This AMENDMENT TO PERFORMANCE AWARDS dated as of June 21, 2022 (this ?Amendment?) is entered into by and between U.S. WELL SERVICES, INC., a Delaware corporation (?Company?), and the undersigned recipient (the ?Participant?) of one or more Performance Awards (Pool A) (each, a ?Pool A Performance Award?) and/or one or more Performance Awards (Pool B) (ea

Form of First Amendment to Convertible Senior Secured (Third Lien) PIK Note.

Exhibit 10.2 Execution Version FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE 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?). WHEREAS, reference is made to those certain Convertible Senior Secured (T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 ProFrac Holding Cor

425 1 d324862d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 ProFrac Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-41388 87-2424964 (State or other jurisdiction of incor

Agreement and Plan of Merger, dated as of June 21, 2022, by and among U.S. Well Services, Inc., ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2022).

EX-2.1 2 d324862dex21.htm EX-2.1 Exhibit 2.1 [Execution] AGREEMENT AND PLAN OF MERGER among U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Table of Definitions 17 Section 1.3 Other Definitional and Interpretative Provisions 18 ARTICLE II THE MERGER 19

Form of Voting Agreement, by and among ProFrac Holding Corp. and the stockholders of U.S. Well Services, Inc. party thereto.

Exhibit 10.1 VOTING AGREEMENT 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”). WHEREAS, concurre

Form of Warrant Purchase Agreement, by and among ProFrac Holding Corp. and the holders of warrants of U.S. Well Services, Inc. party thereto.

Exhibit 10.2 WARRANT PURCHASE AGREEMENT 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 individua

[Remainder of page left blank; signature pages follow.]

EX-99.30 7 dp175755ex30.htm EXHIBIT 30 Exhibit 30 CONFIDENTIAL June 21, 2022 U.S. Well Services, LLC and the other Loan Parties (as defined below) 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 Attention: Kyle O’Neill Re: Recovery on Certain Paid-in-Kind Interest Ladies and Gentlemen: Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of May 7, 2019 (as

Filed by ProFrac Holding Corp.

Filed by ProFrac Holding Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: U.S. Well Services, Inc. Commission File No.: 001-38025 Corrected Transcript 22-Jun-2022 ProFrac Holding Corp. (PFHC) Acquisition of U.S. Well Services, Inc. by ProFrac Holding Corp. Call Total Pages: 19 Copyright ? 20

AGREEMENT AND PLAN OF MERGER U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022 TABLE OF CONTENTS

EX-25 2 dp175755ex25.htm EXHIBIT 25 Exhibit 25 AGREEMENT AND PLAN OF MERGER among U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Table of Definitions 17 Section 1.3 Other Definitional and Interpretative Provisions 19 Article II THE MERGER 19 Section 2.

FIRST AMENDMENT CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE

EX-99.27 4 dp175755ex27.htm EXHIBIT 27 Exhibit 27 FIRST AMENDMENT TO CONVERTIBLE SENIOR SECURED (THIRD LIEN) PIK NOTE 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”). WHEREAS, reference is made to those certain Convertibl

VOTING AGREEMENT

Exhibit 29 VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp.

WARRANT PURCHASE AGREEMENT

Exhibit 28 WARRANT PURCHASE AGREEMENT This WARRANT Purchase Agreement (this ?Agreement?), dated as of June 21, 2022, is entered into by and among ProFrac Holding Corp.

US91274U2006 / US WELL SERVICES INC / Crestview Partners III GP, L.P. - FORM SC 13 D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U 200 (CUSIP Number) Ross A. Oliver Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 (212) 906-0700 Copi

U.S. WELL SERVICES, INC. FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS Pursuant to Section 151 of the General Corporation Law of the State of Delaware SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Par Value $0.0001 Per Share)

EX-26 3 dp175755ex26.htm EXHIBIT 26 Exhibit 26 U.S. WELL SERVICES, INC. FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS Pursuant to Section 151 of the General Corporation Law of the State of Delaware SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Par Value $0.0001 Per Share) U.S. Well Services, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provision

ProFrac Holding Corp. To Acquire U.S. Well Services, Inc.

Exhibit 99.1 Contacts: ProFrac Holding Corp. Lance Turner ? Chief Financial Officer [email protected] U.S. Well Services, Inc. Josh Shapiro, Senior Vice President and CFO [email protected] Dennard Lascar Investor Relations Ken Dennard [email protected] ProFrac Holding Corp. To Acquire U.S. Well Services, Inc. WILLOW PARK, TX and HOUSTON, TX ? June 21, 2022 ? ProFrac Holding Corp. (NASD

Press Release dated June 21, 2022.

Exhibit 99.1 Contacts: ProFrac Holding Corp. Lance Turner ? Chief Financial Officer [email protected] U.S. Well Services, Inc. Josh Shapiro, Senior Vice President and CFO [email protected] Dennard Lascar Investor Relations Ken Dennard [email protected] ProFrac Holding Corp. To Acquire U.S. Well Services, Inc. WILLOW PARK, TX and HOUSTON, TX ? June 21, 2022 ? ProFrac Holding Corp. (NASD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 U.S. WELL SERVICES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

ProFrac Holding Corp. To Acquire U.S. Well Services, Inc.

Exhibit 99.1 Contacts: ProFrac Holding Corp. Lance Turner ? Chief Financial Officer [email protected] U.S. Well Services, Inc. Josh Shapiro, Senior Vice President and CFO [email protected] Dennard Lascar Investor Relations Ken Dennard [email protected] ProFrac Holding Corp. To Acquire U.S. Well Services, Inc. WILLOW PARK, TX and HOUSTON, TX ? June 21, 2022 ? ProFrac Holding Corp. (NASD

Filed by ProFrac Holding Corp.

Filed by ProFrac Holding Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: U.S. Well Services, Inc. Commission File No.: 001-38025 Acquisition of U.S. Well Services June 22, 2022 www . pf hol di ngs c or p. c om 2 Disclaimer This presentation (this ?Presentation?) contemplates a proposed busi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 ProFrac Holding Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 ProFrac Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-41388 87-2424964 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-38025 U.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission F

U.S. Well Services Announces First Quarter 2022 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, Senior Vice President and CFO (832) 562-3730 [email protected] Dennard Lascar Investor Relations Zach Vaughan (713) 529-6600 [email protected] U.S. Well Services Announces First Quarter 2022 Financial and Operational Results HOUSTON ? May 16, 2022 ? U.S. Well Services, Inc. (the ?Company?, ?USWS,? ?U.S. Well Services? or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 defa14a2022.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

First Amendment to Employment Agreement dated effective as of April 30, 2022 by and between U.S. Well Services, Inc. and Kyle O’Neill.

Exhibit 10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT U.S. Well Services, Inc., a Delaware corporation f/k/a Matlin & Partners Acquisition Corporation (the ?Company?), and Kyle O?Neill (the ?Executive?) are parties to that certain Employment Agreement dated July 13, 2018 (the ?Employment Agreement?). The Company and the Executive hereby voluntarily enter into this First Amendment to Employment Agre

Separation and Release Agreement dated as of April 30, 2022 by and between U.S. Well Services, Inc. and Joel Broussard.

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (collectively, the ?Agreement?) dated as of April 30, 2022 (the ?Effective Date?) is made by and between U.S. Well Services, Inc. (the ?Company?) and Joel Broussard (?Broussard?). Broussard and the Company together are referred to as the ?Parties.? Preamble 1. Broussard has been employed by the Company as the Chief

U.S. Well Services Announces Leadership Transition

Exhibit 99.1 U.S. Well Services Announces Leadership Transition HOUSTON, April 29, 2022 ? U.S. Well Services (NASDAQ: USWS) (?USWS? or the ?Company?), today announced plans for the transition of its leadership team, including the promotion of Kyle O?Neill to the position of President and Chief Executive Officer. Effective April 30, 2022, Joel Broussard, the Company?s co-founder, President and Chie

Restricted Stock Unit Award dated as of April 30, 2022 by and between U.S. Well Services, Inc. and Joel Broussard.

Exhibit 10.3 U.S. WELL SERVICES, INC. GRANT NOTICE FOR 2018 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, U.S. Well Services, Inc. (the ?Company?), hereby grants to the Participant named below the number of restricted stock units (the ?Restricted Stock Units? or ?RSUs?) whereby each Restricted Stock Unit represents the right to receive one share of the Compa

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

Separation and Release Agreement dated as of April 30, 2022 by and between U.S. Well Services, Inc. and Matt Bernard.

Exhibit 10.2 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (collectively, the ?Agreement?) dated as of April 30, 2022 (the ?Effective Date?) is made by and between U.S. Well Services, Inc. (the ?Company?) and Matt Bernard (?Bernard?). Bernard and the Company together are referred to as the ?Parties.? Preamble 1. Bernard has been employed by the Company as the Chief Adminis

First Amendment to Employment Agreement dated effective as of April 30, 2022 by and between U.S. Well Services, Inc. and Josh Shapiro.

Exhibit 10.5 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT U.S. Well Services, Inc., a Delaware corporation (the ?Company?), and Joshua D. Shapiro (the ?Employee?) are parties to that certain Employment Agreement dated March 25, 2019 (the ?Employment Agreement?). The Company and the Employee hereby voluntarily enter into this First Amendment to Employment Agreement (the ?First Amendment?) effective Apri

USWS / U.S. Well Services, Inc. / ANGELO GORDON & CO., L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock of $0.0001 par value (Title of Class of Securities) 91274U101 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel.

NOTE PURCHASE AGREEMENT

Exhibit 1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of April 25, 2022 (this ?Agreement?), is by and between AG Energy Funding, LLC, a Delaware limited liability company (?Seller?) and THRC Holdings, LP, a Texas limited partnership (?Buyer?).

SECURITIES PURCHASE AGREEMENT

EX-4 3 d232847dex4.htm EX-4 Exhibit 4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement, dated as of April 28, 2022 (this “Agreement”), is by and between AG Energy Funding, LLC, a Delaware limited liability company (“Seller”) and THRC Holdings, LP, a Texas limited partnership (“Buyer”). Background Seller is the record holder of (i) 5,198 shares (the “Shares”) of Series A Redeemable

US91274U2006 / US WELL SERVICES INC / THRC Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* U.S. WELL SERVICES, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U200 (CUSIP Number) Matt D. Wilks C/O Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 Telephone: (817) 850-3600 (Name, Addr

As filed with the Securities and Exchange Commission on April 28, 2022

As filed with the Securities and Exchange Commission on April 28, 2022 Registration No.

USWS / U.S. Well Services, Inc. / ANGELO GORDON & CO., L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock of $0.0001 par value (Title of Class of Securities) 91274U101 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on April 26, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 26, 2022 Registration No.

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture.**

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

Filing Fees Table.**

Exhibit 107 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 US WELL SERVICES, INC.

Equity Distribution Agreement, dated April 26, 2022, between U.S. Well Services, Inc. and Piper Sandler & Co. (Incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed on April 26, 2022).

EX-1.2 2 d288088dex12.htm EX-1.2 Exhibit 1.2 U.S. WELL SERVICES, INC. EQUITY DISTRIBUTION AGREEMENT April 26, 2022 PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: As further set forth in this agreement (this “Agreement”), U.S. Well Services, Inc., a company organized under the laws of the State of Delaware (the “Company”), proposes to is

Form of Senior Indenture.**

Exhibit 4.19 U.S. WELL SERVICES, INC. and COMPUTERSHARE TRUST COMPANY, N.A., Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES U.S. Well Services, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture dated as of Section of Trust Section(s) of Indenture Act of 1939 of Indenture ? 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608, 610 ? 311 (a)

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture.**

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

Form of Subordinated Indenture.**

Exhibit 4.20 U.S. WELL SERVICES, INC. and COMPUTERSHARE TRUST COMPANY, N.A., Trustee INDENTURE Dated as of DEBT SECURITIES (Subordinated Debt) U.S. Well Services, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture dated as of Section of Trust Section(s) of Indenture Act of 1939 of Indenture ? 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608,

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

US91274U2006 / US WELL SERVICES INC / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 U.S. WELL SERVICES, INC. (Name of Issuer) CLASS A COMMON SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 91274U200 (CUSIP Number) MARCH 30, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu

US91274U2006 / US WELL SERVICES INC / TCW GROUP INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Subsidiaries of the Registrant.

EX-21.1 3 usws-ex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE COMPANY USWS Holdings, LLC U.S. Well Services, LLC USWS Fleet 10, LLC USWS Fleet 11, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-38025 U.S. WELL SERVICES

Description of Registrant’s Securities.

EX-4.14 2 usws-ex414.htm EX-4.14 Exhibit 4.14 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of U.S. Well Services, Inc. that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which s

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

U.S. Well Services Announces Full-Year and Fourth Quarter 2021 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Zach Vaughan (713) 529-6600 [email protected] U.S. Well Services Announces Full-Year and Fourth Quarter 2021 Financial and Operational Results HOUSTON ? March 30, 2022 ? U.S. Well Services, Inc. (the ?Company?, ?U.S. Wel

USWS / U.S. Well Services, Inc. / THRC Holdings, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* U.S. WELL SERVICES, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U101 (CUSIP Number) Matt D. Wilks C/O Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 Telephone: (817) 850-3600 (N

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 8, 2022 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

U.S. Well Services Announces Closing of $25 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Exhibit 99.2 U.S. Well Services Announces Closing of $25 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules HOUSTON, March 11, 2022 ? U.S. Well Services, Inc. (NASDAQ: USWS) (?USWS? or the ?Company?) today announced the closing of its previously announced registered direct offering of 14,180,375 shares of its common stock priced at-the-market under Nasdaq rules at a purchas

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 9, 2022, between U.S. Well Services, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions

U.S. Well Services Announces $25 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 U.S. Well Services Announces $25 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules HOUSTON, March 9, 2022 ? U.S. Well Services, Inc. (NASDAQ: USWS) (?USWS? or the ?Company?) today announced that it has entered into definitive agreements with several institutional and accredited investors for the purchase and sale, in a registered direct offering priced at-the-

U.S. Well Services, Inc. 14,180,375 shares of Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-230471 PROSPECTUS SUPPLEMENT (To Prospectus dated April 22, 2019) U.S. Well Services, Inc. 14,180,375 shares of Class A Common Stock We are offering 14,180,375 shares of our Class A common stock, par value $0.0001 per share, which we refer to as our Class A common stock, to several institutional investors pursuant to this pros

Engagement Letter between U.S. Well Services, Inc. and H.C. Wainwright & Co., LLC, dated as of March 8, 2022

Exhibit 10.2 Execution Version March 8, 2022 STRICTLY CONFIDENTIAL U.S. Well Services, Inc. 1360 Post Oak Boulevard Suite 1800 Houston, Texas 77056 Attn: Joel Broussard, President and Chief Executive Officer Dear Mr. Broussard: This letter agreement (this ?Agreement?) constitutes the agreement between U.S. Well Services, Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?), that Wain

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2022).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2022).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

US91274U2006 / US WELL SERVICES INC / MATLIN DAVID J - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 91274U 200 (CUSIP Number) David J. Matlin 616 Cedar Point Lane Sag Harbor, New York 11963 (212) 651-9500 (Name, Address

U.S. Well Services Finalizes $21.5 Million Expansion of Senior Secured Term Loan Facility and Announces Contract for Newbuild Nyx Clean Fleet®

Exhibit 99.1 FOR IMMEDIATE RELEASE NEWS RELEASE Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Finalizes $21.5 Million Expansion of Senior Secured Term Loan Facility and Announces Contract for Newbuild Nyx Clean Fl

Agreement Among Lenders, dated February 28, 2022, by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, USWS Holdings LLC, LNV Corporation, LPP Mortgage, Inc., Crestview III USWS, L.P. and Crestview III USWS TE, LLC.

Exhibit 10.3 Execution Version AGREEMENT AMONG LENDERS Dated as of February 28, 2022 Among U.S. WELL SERVICES, INC. as Parent USWS HOLDINGS LLC as Holdings U.S. WELL SERVICES, LLC as Borrower and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Guarantors LPP MORTGAGE, INC., as First Out Lender LNV CORPORATION, as First Out Lender CRESTVIEW III USWS HOLDINGS 2, L.P., as Last Out Lender and CLMG CORP. as

Registration Rights Agreement, dated February 28, 2022, by and among U.S. Well Services, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 4, 2022).

Exhibit 4.1 Proposed Final Form REGISTRATION RIGHTS AGREEMENT by and among U.S. WELL SERVICES, INC. and THE PURCHASERS PARTY HERETO Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Piggyback Registration 6 Section 2.3 Secondary Underwritten Offering 8 Section 2.4 Sa

Amendment to Term Loan C Side Letter, dated March 3, 2022, by and among the Term Loan C Lenders and the Term Loan Parties.

EX-10.5 8 d317077dex105.htm EX-10.5 Exhibit 10.5 Execution Version CONFIDENTIAL March 3, 2022 U.S. Well Services, LLC and the other Loan Parties (as defined below) 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 Attention: Kyle O’Neill Re: Amendment to Term Loan C Side Letter Ladies and Gentlemen: Reference is made to that certain letter agreement, dated as of February 28, 2022 (as supple

Warrant Agreement, dated February 28, 2022, between U.S. Well Services, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed with the SEC on March 4, 2022).

Exhibit 10.6 Proposed Final Form WARRANT AGREEMENT between U.S. WELL SERVICES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY 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?,

Warrant Agreement, dated March 1, 2022, between U.S. Well Services, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on March 4, 2022).

Exhibit 10.7 Execution Version WARRANT AGREEMENT between U.S. WELL SERVICES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 1, 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 r

Joinder to Senior Secured Term Loan Credit Agreement, dated as of March 1, 2022, by and among the Term Loan Parties, THRC Holdings, LP, David Matlin, Peter Schoels, and CLMG Corp.

Exhibit 10.2 Execution Version JOINDER TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT This JOINDER TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2022 (this ?Joinder?), 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 liabilit

Consent and Sixth Amendment to the Senior Secured Term Loan Credit Agreement, dated February 28, 2022, among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, USWS Holdings LLC, CLMG Corp., as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10.1 Execution Version CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT 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 ?Paren

First Amendment to Registration Rights Agreement, dated March 1, 2022, by and among U.S. Well Services, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 4, 2022).

Exhibit 4.2 Execution Version 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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 28, 2022 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

Letter Agreement, dated February 28, 2022, by and among the Term C Loan Lenders and the Term Loan Parties.

EX-10.4 7 d317077dex104.htm EX-10.4 Exhibit 10.4 Execution Version CONFIDENTIAL February 28, 2022 U.S. Well Services, LLC and the other Loan Parties (as defined below) 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 Attention: Kyle O’Neill Re: Consent and Sixth Amendment to Senior Secured Term Loan Credit Agreement, dated February 28, 2022, and Term C Loan Repayment Premium Ladies and Gen

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-24 5 dp168412ex24.htm EXHIBIT 24 Exhibit 24 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”). WHE

CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT

EX-21 2 dp168412ex21.htm EXHIBIT 21 Exhibit 21 Execution Version CONSENT AND SIXTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT 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.,

USWS / U.S. Well Services, Inc. / Crestview Partners III GP, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U 101 (CUSIP Number) Ross A. Oliver Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 (212) 906-0700 Copi

WARRANT AGREEMENT U.S. WELL SERVICES, INC. CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Exhibit 22 WARRANT AGREEMENT between U.S. WELL SERVICES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY 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 herei

US91274U2006 / US WELL SERVICES INC / TCW GROUP INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US91274U2006 / US WELL SERVICES INC / BEAL FINANCIAL CORP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 91274U 200 (CUSIP Number) Jacob Cherner Beal Financial Corporation 6000 Legacy Drive Plano, TX 75024 Copies to: Steven R. Tredennick White & C

U.S. Well Services Provides Business and Strategy Update and Announces Preliminary Selected Unaudited Financial and Operating Data for Fourth Quarter 2021

EX-99.1 2 usws-ex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Provides Business and Strategy Update and Announces Preliminary Selected Unaudited Financial and Operating D

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commissi

U.S. Well Services, Inc. 33,737,606 shares of Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-261286 PROSPECTUS U.S. Well Services, Inc. 33,737,606 shares of Class A Common Stock This prospectus relates to the offer and sale of up to an aggregate of 33,737,606 shares of Class A common stock par value $0.0001 per share (the ?Class A common stock?) of which (i) 6,055,359 shares were issued to certain of the selling stock

November 30, 2021

CORRESP 1 filename1.htm U.S. WELL SERVICES, INC. 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 November 30, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Arthur Tornabene-Zalas Re: U.S. Well Services, Inc. Registration Statement on Form S-3 File No. 333-261286 Dear Ladies and Gentlemen: Pursu

As filed with the Securities and Exchange Commission on November 22, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 22, 2021 Registration No.

USWS / U.S. Well Services, Inc. / ANGELO GORDON & CO., L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock of $0.0001 par value (Title of Class of Securities) 91274U101 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel.

U.S. Well Services Announces Third Quarter 2021 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Announces Third Quarter 2021 Financial and Operational Results HOUSTON ? November 12, 2021 ? U.S. Well Services, Inc. (the ?Company?, ?U.S. W

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-3802

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2021 U.S. WELL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38025 81-1847117 (State or Other Jurisdiction of Incorporation) (Commissi

Equipment Sale Agreement between U.S. Well Services, LLC and Python Holdings, LLC, dated September 30, 2021 (incorporated by reference to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025), filed with the SEC on October 6, 2021).

Exhibit 10.1 Equipment Sale Agreement THIS EQUIPMENT SALE AGREEMENT, dated as of September 30th, 2021 (this ?Agreement?), is entered into between U.S. Well Services, LLC a Delaware limited liability company (?Seller?), and Python Holdings, LLC, a Texas limited liability company (?Buyer,?) and together with Seller, (the ?Parties,? and each, a ?Party?). WHEREAS Buyer desires to purchase from Seller,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 30, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commis

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2021).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF U.S. WELL SERVICES, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the ?DGCL?), U.S. Well Services, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is U.S. Well Services, In

U.S. Well Services Provides Update on Business Outlook and Strategic Transformation and Announces Reverse Stock Split

Exhibit 99.1 U.S. Well Services Provides Update on Business Outlook and Strategic Transformation and Announces Reverse Stock Split ? U.S. Well Services becomes first pure-play, publicly traded electric completions provider ? Extension of existing Clean Fleet? contract and awarded tender for first of four newbuild Nyx Clean Fleets? ? Balance sheet transformation underway, with $44.9 million of seni

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 30, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commis

USWS / U.S. Well Services, Inc. / MATLIN DAVID J - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 91274U 101 (CUSIP Number) David J. Matlin 600 Fifth Avenue, 22nd Floor New York, New York 10022 (212) 651-9500 (Name, Address and

USWS / U.S. Well Services, Inc. / Crestview Partners III GP, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U 101 (CUSIP Number) Ross A. Oliver Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 (212) 906-0700 Copi

Second Amendment to Amended and Restated Registration Rights Agreement, by and among the Company and the Holders party thereto, dated September 14, 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-38025) filed with the SEC on September 17, 2021).

Exhibit 4.1 SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDMENT (the ?Second Amendment?) TO REGISTRATION RIGHTS AGREEMENT is made and entered into as of this 14 day of September 2021, by and among U.S. Well Services, Inc., a Delaware corporation (the ?Company?), and the holders of a majority of the outstanding Registrable Securities (as defined in the Registration Rights Agreem

USWS / U.S. Well Services, Inc. / ANGELO GORDON & CO., L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock of $0.0001 par value (Title of Class of Securities) 91274U101 (CUSIP NUMBER) Christopher D. Moore Angelo, Gordon & Co, L.P. 245 Park Avenue, 26th Floor New York, NY 10167 Tel. N

First Amendment to Certificate of Designations of the Series B Redeemable Convertible Preferred Stock, dated September 14, 2021 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on September 17, 2021).

Exhibit 3.1 U.S. WELL SERVICES, INC. FIRST AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS Pursuant to Section 242 of the General Corporation Law of the State of Delaware SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK (Par Value $0.0001 Per Share) U.S. Well Services, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 14, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commis

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): September 7, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 24, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 17, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissio

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissio

Second Amendment to Note Purchase Agreement, dated August 11, 2021, by and among U.S. Well Services, Inc., the Purchasers party thereto, and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers.

Exhibit 10.1 SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 11, 2021 (this ?Amendment?), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the ?Company?), each of the purchasers party to this Amendment (a ?Purchaser? and, collectively, the ?Purchasers?), and Wilmington Savings Fund Society, FSB, as collateral agent f

Patent License Agreement, effective as of June 29, 2021, by and between U.S. Well Services, LLC and ProFrac Holdings LLC.

Exhibit 10.9 PATENT LICENSE AGREEMENT THIS AGREEMENT is entered into as of the Effective Date (as defined below) by and between U.S. WELL SERVICES, LLC, a Delaware limited liability company (?Licensor?), having its principal place of business at 1360 Post Oak Blvd, Suite 1800 Houston, Texas 77056 on the one hand; AND PROFRAC MANUFACTURING, LLC, a Texas, limited liability company (?Licensee?), on t

Equipment Purchase and Sale Agreement, dated June 29, 2021, between AmeriMex Motor & Controls, LLC and U.S. Well Services, LLC (incorporated by reference to Exhibit 10.10 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on August 12, 2021).

Exhibit 10.10 EQUIPMENT PURCHASE AND SALE AGREEMENT THIS EQUIPMENT PURCHASE AND SALE AGREEMENT (this ?Agreement?) is entered into as of the 29th day of June 2021, by and between AmeriMex Motor & Controls, LLC, a Delaware limited liability company (?Seller?), and U.S. Well Services, LLC, a Delaware limited liability company (?Buyer?). Seller and Buyer are sometimes referred to herein individually a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-38025 U.S

Equipment Purchase Agreement, dated May 21, 2021, between U.S. Well Services, LLC and Alamo Pump Holdings, LLC.

Exhibit 10.1 EQUIPMENT PURCHASE AGREEMENT This EQUIPMENT PURCHASE AGREEMENT (this ?Agreement?), is made and entered into as of May 21st, 2021 (the ?Effective Date?), by and among Alamo Pump Holdings, LLC, a Texas limited liability having a place of business at 1101 Little School Road, Arlington, Texas 76017, and its? permitted assignees (?Alamo or Buyer?), and U.S. Well Services, LLC, a Delaware l

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissio

U.S. Well Services Announces Second Quarter 2021 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Announces Second Quarter 2021 Financial and Operational Results HOUSTON ? August 11, 2021 ? U.S. Well Services, Inc. (the ?Company?, ?U.S. We

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

USWS / U.S. Well Services, Inc. / THRC Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* U.S. WELL SERVICES, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class o

POWER OF ATTORNEY

Exhibit 99.8 POWER OF ATTORNEY I, Staci Wilks, hereby confirm that I have authorized and designated Matt Wilks to execute and file on my behalf all SEC forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission and to perform any other actions in connection with the above, as a result of my position with, or my ownership of, or

POWER OF ATTORNEY

Exhibit 99.10 POWER OF ATTORNEY THRC Management, LLC (?THRC?), incorporated and existing under the laws of Texas, with filing number 801392573, having its registered address at 16858 IH 20, Cisco, Texas 76437, represented by Dan Wilks, Manager, hereby authorizes Matthew Wilks to represent THRC to execute and file on THRC? s behalf all SEC forms (including any amendments thereto) that THRC may be r

NOTE ASSIGNMENT AGREEMENT

Exhibit 99.6 NOTE ASSIGNMENT AGREEMENT This Note Assignment Agreement (this ?Assignment?) is made effective as of this 1st day of July 2021 by and among THRC Holdings, LP (?Assignor?), Farris Wilks (?Assignee?) and, solely for purposes of Section 5 and Section 6, U.S. Well Services, Inc. (the ?Company?). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to su

USWS / U.S. Well Services, Inc. / THRC Holdings, LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. WELL SERVICES, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U101 (CUSIP Number) Matt D. Wilks C/O Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 Telephone: (817)-850-3600 (Name

POWER OF ATTORNEY

Exhibit 99.9 POWER OF ATTORNEY I, Farris Wilks, hereby confirm that I have authorized and designated Matt Wilks to execute and file on my behalf all SEC forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission and to perform any other actions in connection with the above, as a result of my position with, or my ownership of, o

POWER OF ATTORNEY

Exhibit 99.7 POWER OF ATTORNEY I, Dan Wilks, hereby confirm that I have authorized and designated Matt Wilks to execute and file on my behalf all SEC forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission and to perform any other actions in connection with the above, as a result of my position with, or my ownership of, or t

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessi

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

WRITTEN CONSENT AND VOTING AGREEMENT

Exhibit 17 WRITTEN CONSENT AND VOTING AGREEMENT THIS WRITTEN CONSENT AND VOTING AGREEMENT (this ?Agreement?) is executed as of June 24, 2021 by and among U.

LETTER AGREEMENT

EX-18 4 dp153372ex20.htm EXHIBIT 18 Exhibit 20 LETTER AGREEMENT 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 o

USWS / U.S. Well Services, Inc. / Crestview Partners III GP, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.4 )* U.S. Well Services, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91274U 101 (CUSIP Number) Ross A. Oliver Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 (212) 906-0700 Copi

LETTER AGREEMENT

Exhibit 15 LETTER AGREEMENT THIS LETTER AGREEMENT (this ?Letter Agreement?) is executed as of June 24, 2021 by and between U.

Form of License Linked Note (included as Exhibit B-3 to the Note Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 28, 2021).

Exhibit 10.1 Execution Version NOTE PURCHASE AGREEMENT BY AND AMONG U.S. WELL SERVICES, INC., THE PURCHASERS NAMED HEREIN, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, AS NOTES AGENT JUNE 24, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Accounting Procedures and Interpretation 9 ARTICLE II SALE AND PURCHASE 9 Section 2.1 Sale and Purchase 9 Section 2.2 Pri

Fourth Amendment and Limited Consent to ABL Credit Agreement dated as of June 24, 2021, by and among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, USWS Holdings LLC, the lenders party thereto, and Bank of America, N.A., as administrative agent, lender, swing line lender and letter of credit issuer.

Exhibit 10.5 Execution Version FOURTH AMENDMENT AND LIMITED CONSENT TO ABL CREDIT AGREEMENT THIS FOURTH AMENDMENT AND LIMITED CONSENT TO ABL CREDIT AGREEMENT (this ?Amendment?), dated as of June 24, 2021, is by and among U.S. WELL SERVICES, LLC, a Delaware limited liability company (the ?Borrower?), each Guarantor (as defined in the below referenced Credit Agreement) party hereto, U.S. WELL SERVIC

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): June 24, 2021 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

First Amendment to Registration Rights Agreement, dated June 25, 2021, by and among U.S. Well Services, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K (File No. 001-38025) filed with the SEC on June 28, 2021).

Exhibit 4.5 Execution Version FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of June 25 2021 (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 June 24,

First Amendment to Note Purchase Agreement, dated June 25, 2021, by and among U.S. Well Services, Inc. and the Purchasers party thereto, and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers

Exhibit 10.2 Execution Version FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 25, 2021 (this ?Amendment?), is by and among U.S. WELL SERVICES, INC., a Delaware corporation (the ?Company?), each of the purchasers named in Schedule 2.1 to this Agreement (a ?Purchaser? and, collectively, the ?Purchasers?), and Wilmington Savings Fund Socie

Settlement Agreement and Release by and among Smart Sand, Inc., U.S. Well Services, LLC and U.S. Well Services, Inc., dated June 28, 2021 (incorporated by reference to Exhibit 10.3 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025), filed with the SEC on June 28, 2021).

Exhibit 10.3 Execution Version SETTLEMENT AGREEMENT AND RELEASE by and among SMART SAND, INC. U.S. WELL SERVICES, LLC and U.S. WELL SERVICES, INC. dated June 28, 2021 Table of Contents Page ARTICLE 1 CERTAIN DEFINITIONS 2 ARTICLE 2 SETTLEMENT AND RELEASE 4 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 6 ARTICLE 4 ADDITIONAL AGREEMENTS 10 ARTICLE 5 MISCELLANEOUS 10 Exhibit A Right of First Refusal Agree

U.S. Well Services Issues $125.5 Million Convertible Senior Secured PIK Notes, Executes License Agreement with ProFrac Manufacturing, LLC and Finalizes Amendment to Senior Secured Term Loan

Exhibit 99.1 U.S. Well Services Issues $125.5 Million Convertible Senior Secured PIK Notes, Executes License Agreement with ProFrac Manufacturing, LLC and Finalizes Amendment to Senior Secured Term Loan HOUSTON ? June 28, 2021 ? U.S. Well Services, Inc. (the ?Company?, ?U.S. Well Services? or ?we?) (NASDAQ: USWS) today announced it has entered into a series of strategic transactions that position

Amended and Restated Intercreditor Agreement by and among Bank of America, N.A., CLMG Corp., Wilmington Savings Fund Society, FSB, and U.S. Well Services, LLC, dated June 24, 2021.

Exhibit 10.7 Execution Version AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., as ABL Agent, CLMG CORP., as Term Loan Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB as Notes Agent and U.S. WELL SERVICES, LLC, for purposes of Sections 5.5(g), 5.5(h) and 9.3(c) Dated as of June 24, 2021 Relating to: U.S. WELL SERVICES, INC., USWS HOLDINGS LLC, U.S. WELL SERVICES, LLC an

Consent and Fifth Amendment to the Senior Secured Term Loan Credit Agreement, dated June 24, 2021, among U.S. Well Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS Fleet 11, LLC, USWS Holdings LLC, CLMG Corp., as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10.4 Execution Version CONSENT AND FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT This CONSENT AND FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of June 24, 2021 (this ?Fifth 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?),

Registration Rights Agreement, dated June 24, 2021, by and among U.S. Well Services, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on June 28, 2021).

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT by and among U.S. WELL SERVICES, INC. and THE PURCHASERS PARTY HERETO Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Piggyback Registration 6 Section 2.3 Secondary Underwritten Offering 8 Section 2.4 Sale Procedures 9 Sect

Guarantee and Third Lien Collateral Agreement, dated as of June 24, 2021, among U.S. Well Services, Inc., U.S. Well Services LLC, USWS Holdings LLC, and the other grantors referred to therein, in favor of Wilmington Savings Fund Society, FSB, as notes agent.

Exhibit 10.6 Execution Version The lien and security interest created by this Agreement on the collateral described herein is junior and subordinate to the lien on such collateral created by any security agreement, mortgage, deed of trust or similar instrument now or hereafter granted to the ABL Agent, and the Term Loan Agent and their respective successors and assigns, in such collateral, in acco

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission F

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission F

U.S. Well Services Announces First Quarter 2021 Financial and Operational Results

Exhibit 99.1 Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Announces First Quarter 2021 Financial and Operational Results HOUSTON ? May 17, 2021 ? U.S. Well Services, Inc. (the ?Company?, ?U.S. Well Services? or ?

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-38025 U.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d136146ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

U.S. Well Services Announces Response to SEC Guidance Issued on April 12, 2021 Applicable to Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)

Exhibit 99.1 U.S. Well Services Announces Response to SEC Guidance Issued on April 12, 2021 Applicable to Warrants Issued by Special Purpose Acquisition Companies (?SPACs?) HOUSTON, May 12, 2021 (GLOBE NEWSWIRE)?U.S. Well Services, Inc. (Nasdaq: USWS) (the ?Company?) announced today in a Current Report on Form 8-K, that as a result of the recent guidance issued by the Securities and Exchange Commi

Regulation FD Disclosure, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission F

Definitive Proxy Statement

DEF 14A 1 usws-def14a20210413.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

- PRE 14A

PRE 14A 1 usws-pre14a20210514.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

Supplement No. 1 to Prospectus Supplement dated June 26, 2020

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-230471 Supplement No. 1 to Prospectus Supplement dated June 26, 2020 (To prospectus dated April 22, 2019) U.S. Well Services, Inc. $39,725,000 Class A Common Stock This supplement no. 1 dated March 19, 2021, or this supplement, supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our

Description of Registrant’s Securities

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of U.S. Well Services, Inc. that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), which securities include the Class A Comm

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-38025 U.S. WE

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE COMPANY USWS Holdings, LLC U.S. Well Services, LLC USWS Fleet 10, LLC USWS Fleet 11, LLC

U.S. Well Services Announces Full-Year and Fourth Quarter 2020 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 [email protected] U.S. Well Services Announces Full-Year and Fourth Quarter 2020 Financial and Operational Results HOUSTON – March 10, 2021 – U.S. Well Services, Inc. (the “Compa

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

U.S. Well Services Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 U.S. Well Services Regains Compliance with Nasdaq Minimum Bid Price Requirement HOUSTON, February 23, 2021 (GLOBE NEWSWIRE) - U.S. Well Services, Inc. (Nasdaq: USWS) (the “Company”) a market leader in electric fracture stimulation services, today announced that it received written notice from the Nasdaq Stock Market LLC (“Nasdaq”) on February 22, 2021 confirming that the Company has r

U.S. Well Services Receives Nasdaq Listing Extension

Exhibit 99.1 U.S. Well Services Receives Nasdaq Listing Extension HOUSTON, February 17, 2021 – U.S. Well Services, Inc. (Nasdaq: USWS) today announced that a Nasdaq Hearings Panel (the “Panel”) has granted its request for an extension of time to demonstrate compliance with Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). As a condition of the Panel’s decision, the Company is required to dem

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K (NASDAQ MVLS COMPLIANCE LETTER)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2021 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissi

U.S. Well Services Regains Compliance with Nasdaq Market Value of Listed Securities Rule

EX-99.1 2 usws-ex9916.htm EX-99.1 Exhibit 99.1 U.S. Well Services Regains Compliance with Nasdaq Market Value of Listed Securities Rule HOUSTON, January 25, 2021 (GLOBE NEWSWIRE) - - U.S. Well Services, Inc. (Nasdaq: USWS) today announced it has received written notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained complia

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2020 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K (RESIGNATION OF PAO; APPOINTMENT OF PAO)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2020 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

Third Amendment to ABL Credit Agreement dated as of November 12, 2020, among U.S. Well Services, LLC, U.S. Well Services, Inc. and all the other subsidiaries of U.S. Well Services, Inc., as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on November 19, 2020).

EX-10.4 Exhibit 10.4 Execution Copy THIRD AMENDMENT TO ABL CREDIT AGREEMENT THIS THIRD AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”), dated as of November 12, 2020, is by and among U.S. WELL SERVICES, LLC, a Delaware limited liability company (the “Borrower”), each Guarantor (as defined in the below referenced Credit Agreement) party hereto, U.S. WELL SERVICES, INC., a Delaware corporation

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 13, 2020 U.S. WELL SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commiss

Business Loan Agreement dated as of November 12, 2020, among U.S. Well Services, LLC, U.S. Well Services, Inc. and USWS Holdings, LLC, as borrowers, and Greater Nevada Credit Union, as lender (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on November 19, 2020).

EX-10.1 Exhibit 10.1 BUSINESS LOAN AGREEMENT THIS BUSINESS LOAN AGREEMENT (this “Agreement”) is made as of the 12th day of November, 2020, by and among U.S. Well Services, Inc., a corporation organized and in good standing under the laws of the state of Delaware, U.S. Well Services, LLC, a limited liability company organized and in good standing under the laws of the state of Delaware (“Opco”), an

Fourth Amendment to the Senior Secured Term Loan Credit Agreement, dated November 12, 2020, by and among U.S. Well Services, LLC, as borrower, U.S. Well Services, Inc. and all the other subsidiaries of U.S. Well Services, Inc. as guarantors, CLMG Corp., as administrative and collateral agent, and certain other financial institutions (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on November 19, 2020.

EX-10.3 Exhibit 10.3 FOURTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT This FOURTH AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of November 12, 2020 (this “Fourth 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 Dela

Form of Promissory Note dated as of November 12, 2020, among U.S. Well Services, LLC, U.S. Well Services, Inc. and USWS Holdings, LLC, as borrowers, and made payable to Greater Nevada Credit Union, as lender (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on November 19, 2020).

EX-10.2 Exhibit 10.2 PROMISSORY NOTE (Loan No.XXXXXXXX) Borrower: U.S. WELL SERVICES, INC. Lender: GREATER NEVADA CREDIT UNION 1360 Post Oak Blvd 451 Eagle Station Lane Suite 1800 Carson City, NV 89701 Houston, TX 77056 U.S. WELL SERVICES, LLC 1360 Post Oak Blvd Suite 1800 Houston, TX 77056 USWS HOLDINGS LLC 1360 Post Oak Blvd Suite 1800 Houston, TX 77056 Principal Amount: $ Date of Note: November

Form of Performance Award (Pool B) under the U.S. Well Services, Inc. 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on November 6, 2020.

Exhibit 10.6 U.S. WELL SERVICES, INC. GRANT NOTICE FOR 2018 STOCK INCENTIVE PLAN PERFORMANCE AWARD (POOL B) FOR GOOD AND VALUABLE CONSIDERATION, U.S. Well Services, Inc. (the “Company”), hereby grants to the Participant named below the Performance Award (Pool B) (the “Award”) which represent the right to receive cash or shares of the Company’s Class A common stock, par value $0.0001 per share (the

Form of Deferred Stock Unit Award under the U.S. Well Services, Inc. 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on November 6, 2020.

Exhibit 10.4 U.S. WELL SERVICES, INC. GRANT NOTICE FOR 2018 STOCK INCENTIVE PLAN DEFERRED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, U.S. Well Services, Inc. (the “Company”), hereby grants to the Participant named below the number of deferred stock units (the “Deferred Stock Units” or “DSUs”) whereby each Deferred Stock Unit represents the right to receive one share of the Company’s Cla

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-3802

Form of Performance Award (Pool A) under the U.S. Well Services, Inc. 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on November 6, 2020.

Exhibit 10.5 U.S. WELL SERVICES, INC. GRANT NOTICE FOR 2018 STOCK INCENTIVE PLAN PERFORMANCE AWARD (POOL A) FOR GOOD AND VALUABLE CONSIDERATION, U.S. Well Services, Inc. (the “Company”), hereby grants to the Participant named below the Performance Award (Pool A) (the “Award”) which represent the right to receive cash or shares of the Company’s Class A common stock, par value $0.0001 per share (the

Third Amendment to the Senior Secured Term Loan Credit Agreement, dated July 30, 2020, by and among U.S. Well Services, LLC, as borrower, U.S. Well Services, Inc. and all the other subsidiaries of U.S. Well Services, Inc. as guarantors, CLMG Corp., as administrative and collateral agent, and certain other financial institutions (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on November 6, 2020.

Exhibit 10.3 THIRD AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT This THIRD AMENDMENT TO SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of July 30, 2020 (this “Third 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 li

U.S. Well Services, Inc. Amended and Restated 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on November 6, 2020.

Exhibit 10.7 AMENDED AND RESTATED U.S. WELL SERVICES, INC. 2018 STOCK INCENTIVE PLAN 1. Establishment; Purpose; Eligibility. 1.1Establishment. The name of this plan is the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (the “Plan”). U.S. Well Services, Inc. established the U.S. Well Services, Inc. 2018 Stock Incentive Plan which was approved by the Company’s shareholders e

Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissi

U.S. Well Services Announces Third Quarter 2020 Financial and Operational Results

Exhibit 99.1 News Release Contacts: U.S. Well Services Josh Shapiro, VP, Finance and Investor Relations (832) 562-3730 [email protected] Dennard Lascar Investor Relations Ken Dennard / Lisa Elliott (713) 529-6600 U.S. Well Services Announces Third Quarter 2020 Financial and Operational Results HOUSTON – November 5, 2020 – U.S. Well Services, Inc. (the “Company”, “U.S. Well Services” or “we”) (

U.S. Well Services, Inc. 77,120,531 shares of Class A Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-248086 PROSPECTUS U.S. Well Services, Inc. 77,120,531 shares of Class A Common Stock This prospectus relates to the offer and sale of 5,529,622 shares of Class A common stock par value $0.0001 per share (the “Class A common stock”), and up to an aggregate of 71,590,909 shares of our Class A common stock issuable upon con

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CORRESP U.S. WELL SERVICES, INC. 1360 Post Oak Boulevard, Suite 1800 Houston, Texas 77056 August 25, 2020 Via EDGAR and Federal Express U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Timothy S. Levenberg Re: U.S. Well Services, Inc. Registration Statement on Form S-3 File No. 333-248086 Dear Ladies and Gentlemen: Pursu

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2020 U.S. Well Services, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38025 81-1847117 (State or other jurisdiction of incorporation) (Commissio