Exhibit 4.6
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT (the “First Amendment”) TO REGISTRATION RIGHTS AGREEMENT is made and entered into as of this 20th day of July, 2020, by and among U.S. Well Services, Inc., a Delaware corporation (the “Company”), and the holders of all of the outstanding Registrable Securities (as defined in the Registration Rights Agreement) of the Company (the “Holders”) listed on the signature pages hereto.
RECITALS:
WHEREAS, pursuant to Section 3.12 of the Registration Rights Agreement dated as of April 1, 2020 (the “Registration Rights Agreement”), by and among the Company and the Holders, the Registration Rights Agreement may be amended or modified by the Company and the Holders; and
WHEREAS, the Holders and the Company desire to enter into the First Amendment to amend the definition of “Shelf Registration Filing Deadline” set forth in the Registration Rights Agreement.
NOW, THEREFORE, the parties hereto agree to amend the Registration Rights Agreement as follows:
| I. | Amendment to the Registration Rights Agreement: |
1. The definition of “Shelf Registration Filing Deadline” set forth in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety and replaced with the following:
“Shelf Registration Filing Deadline” means, prior to a Going Dark Period, August 17, 2020, and, following a Going Dark Period, four months after the first day on which USWS becomes subject to Section 13 or 15(d) of the Exchange Act after a Going Dark Period.
| II. | General Provisions |
1. In case of conflict between this First Amendment and the Registration Rights Agreement, this First Amendment shall control.
2. The Registration Rights Agreement, except as expressly amended hereby, shall remain in full force and effect.
3. The provisions of Section 3.8 of the Registration Rights Agreement captioned “Governing Law; Submission to Jurisdiction” and Section 3.9 of the Registration Rights Agreement captioned “Waiver of Jury Trial,” are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this First Amendment mutatis mutandis.
4. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.
5. This First Amendment may be executed in any number of counterparts (including by pdf or other electronic transmission) and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.
6. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by a Holder under this Agreement, such action shall be in such Holder’s sole discretion unless otherwise specified.
[Signatures appear on the following pages]
2
IN WITNESS WHEREOF, the parties have executed this First Amendment to Registration Rights Agreement as of the date first written above.
| COMPANY: | ||
| U.S. WELL SERVICES, INC. | ||
| By: | /s/ Kyle O’Neill | |
| Name: | Kyle O’Neill | |
| Title: | Chief Financial Officer | |
| HOLDERS: | ||
| CRESTVIEW III USWS, L.P. | ||
By: Crestview III USWS GenPar, LLC, | ||
| By: | /s/ Ross A. Oliver | |
| Name: | Ross A. Oliver | |
| Title: | General Counsel | |
| CRESTVIEW III USWS TE, LLC | ||
| By: | /s/ Ross A. Oliver | |
| Name: | Ross A. Oliver | |
| Title: | General Counsel | |
| LNV CORPORATION | ||
| By: | /s/ Jacob Chemer | |
| Name: | Jacob Chemer | |
| Title: | Executive Vice President |
[SIGNATURE PAGETO FIRST AMENDMENTTO REGISTRATION RIGHTS AGREEMENT]
| LPP MORTGAGE, INC. | ||
| By: | /s/ Jacob Chemer | |
| Name: | Jacob Chemer | |
| Title: | Executive Vice President | |
| REGIMENT CAPITAL SPECIAL SITUATIONS FUND V, L.P, | ||
| By: | /s/ Richard Miller | |
| Name: | Richard Miller | |
| Title: | Authorized Signatory | |
| DAVID J. MATLIN | ||
| By: | /s/ David J. Matlin | |
| Name: | David J. Matlin | |
| PETER SCHOELS | ||
| By: | /s/ Peter Schoels | |
| Name: | Peter Schoels | |
| GREENBLATT PARTNERS LP | ||
| By: | /s/ Jeffrey Gleenblatt | |
| Name: | Jeffrey Gleenblatt | |
| Title: | Authorized Sigantory | |
| JASON CAPONE | ||
| By: | /s/ Jason Capone | |
| Name: | Jason Capone |
[SIGNATURE PAGETO FIRST AMENDMENTTO REGISTRATION RIGHTS AGREEMENT]
| JAMES MCCARTNEY | ||
| By: | /s/ James McCartney | |
| Name: | James McCartney | |
| KEN CAMPBELL | ||
| By: | /s/ Ken Campbell | |
| Name: | Ken Campbell | |
| GREG ETHRIDGE | ||
| By: | /s/ Greg Ethridge | |
| Name: | Greg Ethridge | |
| TIM O’CONNOR | ||
| By: | /s/ Tim O’Connor | |
| Name: | Tim O’Connor | |
| DAVID TREADWELL | ||
| By: | /s/ David Treadwell | |
| Name: | David Treadwell |
[SIGNATURE PAGETO FIRST AMENDMENTTO REGISTRATION RIGHTS AGREEMENT]
