C&J Energy Services, Inc. 7,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • April 11th, 2017 • C&J Energy Services, Inc. • Oil & gas field services, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
This Employment Agreement (this “Agreement”) is entered into as of December 14, 2017 (the “Effective Date”) by and between C&J Energy Services, Inc., a Delaware company (the “Company”), and Vic Joyce (“Executive”), and is effective as of the Effective Date.
SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of February 17, 2017, as amended and restated as of December 22, 2017 and further amended and restated as of October 31, 2019 among NexTier Oilfield Solutions Inc. (f/k/a...Asset-Based Revolving Credit Agreement • October 31st, 2019 • King Merger Sub II LLC • Oil & gas field services, nec • New York
This SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of October 31, 2019, among NexTier Oilfield Solutions Inc. (f/k/a/ Keane Group, Inc.), a Delaware corporation (the “Parent”), Keane Group Holdings, LLC, a Delaware limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01A hereto (and together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A. as Administrative Agent and Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
This Employment Agreement (this “Agreement”) is entered into effective as of April 15, 2019 (the “Effective Date”), by and between C&J Spec-Rent Services, Inc., an Indiana company (the “Company”), and Sharon Paul (“Executive”).
C&J ENERGY SERVICES RESTRICTED SHARE AGREEMENT (Replacement Award)Restricted Share Agreement • May 11th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec
C&J Energy Services Ltd. (the “Company”), a Bermuda exempted company, hereby awards to you (the “Grantee”), as of the date set forth on your Bank of America Merrill Lynch online equity award account (the “Date of Grant”), an award of restricted shares (the “Award”), consisting of the number of Shares set forth on your Bank of America Merrill Lynch online equity award account for that date (the “Restricted Shares”), pursuant to the C&J Energy Services 2015 Long Term Incentive Plan, as may be amended from time to time (the “Plan”). The Award is subject to the terms of this Restricted Share Agreement (the “Agreement”) and the Plan. The Restricted Shares granted hereunder shall be issued in the name of the Grantee as soon as reasonably practicable after the Date of Grant, pursuant to the terms herein, and shall be subject to the execution and return of this Agreement by the Grantee through the electronic signature and/or web-based approval and notice process authorized by the Company. Capi
ContractRestricted Share Agreement • February 6th, 2017 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee”), as of (the “Date of Grant”), an award of restricted shares (the “Award”), consisting of Shares (the “Restricted Shares”), pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). The Award is subject to the terms of this Restricted Share Agreement (this “Agreement”) and the Plan. The Restricted Shares granted hereunder shall be issued in the name of the Grantee as soon as reasonably practicable after the Date of Grant, pursuant to the terms herein, and shall be subject to the execution and return of this Agreement by the Grantee through the electronic signature and/or web-based approval and notice process authorized by the Company. Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise. By executing this Agreement,
EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • March 25th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec
This Employee Benefits Agreement, dated as of March 24, 2015, is entered into by and between Nabors Industries Ltd., a Bermuda exempted Company (“Navy”), Nabors Red Lion Limited, a Bermuda exempted Company and currently a wholly owned Subsidiary of Navy (“Red Lion”), and C&J Energy Services, Inc., a Delaware corporation (“Penny,” and together with Navy and Red Lion, the “Parties”), effective as between Navy and Red Lion at the Separation Time and effective as among all the Parties at the Effective Time (as defined below).
TAX MATTERS AGREEMENTTax Matters Agreement • March 25th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of March 24, 2015, is by and among Nabors Industries Ltd., a Bermuda exempted company (“Navy”), and Nabors Red Lion Limited, a Bermuda exempted company (“Red Lion”). Each of Navy and Red Lion is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
ContractGlobal Alliance Agreement • March 25th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec • New York
This GLOBAL ALLIANCE AGREEMENT dated March 24, 2015 (the “Agreement”) sets forth the understanding between NABORS RED LION LIMITED (to be renamed C&J ENERGY SERVICES LTD.), a Bermuda exempted company (the “Company”), and NABORS INDUSTRIES LTD., a Bermuda exempted company (“Navy”) with respect to their ongoing business relationship following the completion of the Merger (as defined herein). For the purposes hereof, “Parties” shall mean jointly the Company and Navy, and “Party” shall mean either one of them.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NABORS INDUSTRIES LTD. AND NABORS RED LION LIMITED Dated as of March 24, 2015Registration Rights Agreement • March 25th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and between Nabors Industries Ltd., a Bermuda exempted company (“Navy”), and Nabors Red Lion Limited, a Bermuda exempted company (which will be renamed “C&J Energy Services Ltd.” at the Effective Time (as defined in the Merger Agreement (as defined below)), including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”).
SUPPORT AGREEMENTSupport Agreement • September 29th, 2014 • Nabors Red Lion LTD • Delaware
SUPPORT AGREEMENT (this “Agreement”) dated as of June 25 , 2014, among Nabors Industries Ltd., a Bermuda exempted company (“Navy”), and Nabors Red Lion Limited, a Bermuda exempted company (“Red Lion”), on the one hand, and Joshua E. Comstock, the Joshua E. Comstock Trust and JRC Investments, LLC (collectively, the “Stockholders”), on the other hand.
TRANSITION SERVICES AGREEMENT dated as of March 24, 2015 between NABORS INDUSTRIES LTD. And NABORS RED LION LIMITEDTransition Services Agreement • March 25th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec
This Transition Services Agreement, dated as of March 24, 2015 (this “Agreement”), is made by and between Nabors Industries Ltd., a Bermuda exempted company (“Navy”) and Nabors Red Lion Limited, a Bermuda exempted company and currently a wholly owned Subsidiary of Navy (“Red Lion”).
FORBEARANCE AGREEMENTForbearance Agreement • June 1st, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
THIS FORBEARANCE AGREEMENT, dated as of May 31, 2016 (this “Agreement”), is entered into by and between C&J Energy Services Ltd. (“Parent”), CJ Lux Holdings S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, rue Edward Steichen, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857 (“Luxembourg Borrower”), CJ Holding Co. (“U.S. Borrower” and, together with Parent and Luxembourg Borrower, the “Borrowers”), certain other Loan Parties identified on the signature pages hereto, Bank of America, N.A., in its capacity as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Agent”) and the lenders appearing on the signature pages hereto (the “Consenting Lenders”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among C&J ENERGY SERVICES, INC., CAYMUS MERGER SUB, INC., O-TEX HOLDINGS, INC., O-TEX SELLERS REPRESENTATIVE LLC, in its capacity as Stockholders’ Representative, and THE STOCKHOLDERS SET FORTH ON THE SIGNATURE...Merger Agreement • October 26th, 2017 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2017 (the “Execution Date”), by and among C&J Energy Services, Inc., a Delaware corporation (the “Parent”), Caymus Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Parent (“Merger Sub”), O-Tex Holdings, Inc., a Texas corporation (the “Company”), O-Tex Sellers Representative LLC, a Delaware limited liability company, in its capacity as representative of the Stockholders (the “Stockholders’ Representative”), and the Stockholders of the Company set forth on the signature pages of this Agreement.
ContractRestricted Share Agreement • February 6th, 2017 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee”), as of (the “Date of Grant”), an award of restricted shares (the “Award”), consisting of Shares (the “Restricted Shares”), pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). The Award is subject to the terms of this Restricted Share Agreement (this “Agreement”) and the Plan. The Restricted Shares granted hereunder shall be issued in the name of the Grantee as soon as reasonably practicable after the Date of Grant, pursuant to the terms herein, and shall be subject to the execution and return of this Agreement by the Grantee through the electronic signature and/or web-based approval and notice process authorized by the Company. Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise.
THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY...Restructuring Support and Lock-Up Agreement • July 11th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec • New York
This RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (including all exhibits and schedules attached hereto and incorporated herein, this “Agreement”) is made and entered into as of July 8, 2016, by and among the following parties:
SUPPORT AGREEMENT AND IRREVOCABLE PROXYSupport Agreement and Irrevocable Proxy • June 17th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Delaware
This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of June 16, 2019, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), C&J Energy Services, Inc. a Delaware corporation (“Crown”) and Cerberus Capital Management, L.P., a Delaware limited partnership (“Cerberus”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among C&J ENERGY SERVICES, INC. KEANE GROUP, INC. and KING MERGER SUB CORP. Dated as of June 16, 2019Merger Agreement • June 17th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 16, 2019, is entered into by and among C&J Energy Services, Inc., a Delaware corporation (“Crown”), Keane Group, Inc., a Delaware corporation (“King”), and King Merger Sub Corp., a Delaware corporation and direct wholly owned subsidiary of King (“King Sub” and together with Crown and King, the “Parties” and each, a “Party”).
WARRANT AGREEMENT dated as of January 6, 2017 between C&J ENERGY SERVICES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant AgentWarrant Agreement • January 6th, 2017 • C&J Energy Services Ltd. • Oil & gas field services, nec • New York
This Warrant Agreement (“Warrant Agreement”) dated as of January 6, 2017 is between C&J ENERGY SERVICES, INC. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as warrant agent (the “Warrant Agent”).
ContractCash Retention Award Agreement • February 27th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Delaware
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee”), as of the date (the “Date of Grant”) set forth on your Bank of America Merrill Lynch “Benefits Online” equity award account (the “Equity Account”), a cash retention award (the “Award”), in the amount set forth in your Equity Account on that Date of Grant, pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). The Award is subject to the terms of this Cash Retention Award Agreement (this “Agreement”) and the Plan. The Award is subject to the execution and return of this Agreement by the Grantee through the electronic signature and/or web-based approval and notice process authorized by the Company. Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise. By executing this Agreement, the Grantee acknowledges that his
C&J ENERGY SERVICES, INC. NONQUALIFIED STOCK OPTION AGREEMENT (C&J Employment Agreement)Nonqualified Stock Option Agreement • February 6th, 2017 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Optionee”), as of (the “Date of Grant”), an option (the “Option”) to purchase up to Shares from the Company, at an Option Price equal to $ per Share, pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). The Option is subject to the terms of this Nonqualified Stock Option Agreement (the “Agreement”) and the Plan, and shall be subject to the execution and return of this Agreement by the Optionee through the electronic signature and/or web-based approval and notice process authorized by the Company. This Option is a Nonqualified Stock Option and is not intended by the parties hereto to be, and shall not be treated as, an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms used but not defined in this Agreement shall have the meaning attribu
ContractRestricted Share Unit Agreement • February 27th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Delaware
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee”), as of the date (the “Date of Grant”) set forth on your Bank of America Merrill Lynch “Benefits Online” equity award account (the “Equity Account”), an award of restricted share units (the “Award”), consisting of the number of restricted share units set forth in your Equity Account on that Date of Grant (the “RSUs”), pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). The Award is subject to the terms of this Restricted Share Unit Agreement (this “Agreement”) and the Plan. Each RSU represents the right to receive, in the sole discretion of the Committee, one Share or a cash amount equal to the Fair Market Value of one Share. The RSUs granted hereunder shall be issued in the name of the Grantee as soon as reasonably practicable after the Date of Grant, pursuant to the terms herein, and shall be subject to the exec
EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • October 31st, 2014 • Nabors Red Lion LTD • Oil & gas field services, nec
This Employee Benefits Agreement, dated as of [·], 2014, is entered into by and between Nabors Industries Ltd., a Bermuda exempted Company (“Navy”), Nabors Red Lion Limited, a Bermuda exempted Company and currently a wholly owned Subsidiary of Navy (“Red Lion”), and C&J Energy Services, Inc., a Delaware corporation (“Penny,” and together with Navy and Red Lion, the “Parties”), effective as between Navy and Red Lion at the Separation Time and effective as among all the Parties at the Effective Time (as defined below).
ContractPerformance Share Agreement • February 27th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee”), as of the date (the “Date of Grant”) set forth on your Bank of America Merrill Lynch “Benefits Online” equity award account (the “Equity Account”), an award of restricted shares subject to performance-based vesting (“Performance-Shares”), consisting of the target number of Performance Shares (the “Target Performance Shares”) set forth in your Equity Account with respect to the Award on that Date of Grant (the “Award”), pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). Each Performance Share represents the right to receive one Share; provided, that, depending on the level of performance determined to be attained with respect to the performance conditions described in Section 4, the number of Shares that may be earned hereunder may range from 0% to 200% of the Target Performance Shares then credited to your Equi
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2015 • C&J Energy Services Ltd. • Oil & gas field services, nec • New York
This CREDIT AGREEMENT is entered into as of March 24, 2015, among C&J ENERGY SERVICES LTD., a Bermuda exempted company (the “Parent”), CJ LUX HOLDINGS S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, rue Edward Steichen, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857 (the “Luxembourg Borrower”), and CJ HOLDING CO., a Delaware corporation (the “U.S. Borrower” and, together with Parent and the Luxembourg Borrower, the “Borrowers” and each, a “Borrower”), each Lender (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
July 15, 2016Second Forbearance Agreement • July 18th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENTRestructuring Support and Lock-Up Agreement • July 18th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec • New York
This First Amendment (this “Amendment”), dated as of July 14, 2016, to that certain Restructuring Support and Lock-Up Agreement, dated as of July 8, 2016 (the “Existing RSA” and, as amended by this Amendment and as may be further amended, supplemented, or otherwise modified from time to time, the “First Amended RSA”), by and among C&J Energy Services, Ltd. (“C&J Energy”) and certain of its direct and indirect subsidiaries that are parties to the Existing RSA (collectively, the “Company” or the “Company Parties”) and the undersigned Lenders constituting the Required Supporting Creditors and the DIP Lenders holding a majority in amount of the aggregate loans and commitments under the DIP Facility (the “Required DIP Lenders”) (such undersigned Lenders, collectively, with the Company Parties, the “Amendment Parties”). Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the Existing RSA.
WAIVER AND RELEASE AGREEMENTWaiver and Release Agreement • March 22nd, 2018 • C&J Energy Services, Inc. • Oil & gas field services, nec
Pursuant to the terms of that certain Employment Agreement between me (Mark Cashiola) and C&J Energy Services Ltd., dated June 15, 2016, as amended November 30, 2016, and assigned to and assumed by C&J Energy Services, Inc. as successor to C&J Energy Services Ltd. effective January 6, 2017 (the “Employment Agreement”), and in exchange for (A) the benefits provided in Section 4.3(b) of the Employment Agreement, except as modified herein, and (B) the benefits provided in this Waiver and Release Agreement (herein so called), which are in addition to and, with respect to the 2018 Annual Bonus, in replacement of, the benefits provided in the Employment Agreement, including (1) the waiver of certain post-employment restrictions contained in the Employment Agreement as set forth on Appendix I hereto, (2) the accelerated vesting of the 7,755 performance shares granted on December 13, 2017, which acceleration I acknowledge will occur solely by reason of this Waiver and Release Agreement and wit
ContractPerformance Share Agreement • February 27th, 2019 • C&J Energy Services, Inc. • Oil & gas field services, nec • Texas
C&J Energy Services, Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee”), as of the date (the “Date of Grant”) set forth on your Bank of America Merrill Lynch “Benefits Online” equity award account (the “Equity Account”), an award of restricted shares subject to performance-based vesting (“Performance-Shares”), consisting of the target number of Performance Shares (the “Target Performance Shares”) set forth in your Equity Account with respect to the Award on that Date of Grant (the “Award”), pursuant to the C&J Energy Services, Inc. 2017 Management Incentive Plan, as may be amended from time to time (the “Plan”). Each Performance Share represents the right to receive one Share; provided, that, depending on the level of performance determined to be attained with respect to the performance conditions described in Section 4, the number of Shares that may be earned hereunder may range from 0% to 200% of the Target Performance Shares then credited to your Equi
TEMPORARY LIMITED WAIVER AGREEMENTTemporary Limited Waiver Agreement • May 10th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
THIS TEMPORARY LIMITED WAIVER AGREEMENT, dated May 10, 2016 (the “Signing Date”) and effective as of March 31, 2016 (this “Agreement”), is entered into by and between C&J Energy Services Ltd. (“Parent”), CJ Lux Holdings S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, rue Edward Steichen, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857 (“Luxembourg Borrower”), CJ Holding Co. (“U.S. Borrower” and, together with Parent and Luxembourg Borrower, the “Borrowers”), certain other Loan Parties identified on the signature pages hereto, Bank of America, N.A., in its capacity as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the “Agent”) and the lenders appearing on the signature pages hereto (the “Consenting Lenders”). Each of the foregoing shall be referred to herein as a “Party”
AMENDMENT NO. 1 TO EMPLOYEEMENT AGREEMENT AND WAIVER OF GOOD REASON TERMINATION ELECTIONEmployment Agreement • December 6th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
WHEREAS, C&J Energy Services, Ltd. (formerly Nabors Redline Ltd.), a Bermuda exempted company (the “Company”), and James H. Prestidge, Jr. (“Executive”) are parties to that certain Employment Agreement (the “Employment Agreement”) dated as of September 26, 2014 and effective as of March 24, 2015; and
BY FACSIMILE January 21, 2016 Nabors Industries Ltd. c/o Nabors Corporate Services, Inc.Merger Agreement • January 22nd, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
Re: Quarterly Performance Incentive OpportunityQuarterly Performance Incentive Agreement • May 10th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
This letter will confirm that you are eligible to participate in the C&J Energy Services, Ltd. (the “Company”) 2016 Key Employee Incentive Plan (the “Plan”). Capitalized terms in this letter (this “Participation Agreement”) not herein defined shall have the meaning set forth in the Plan.
WAIVER AND RELEASE AGREEMENTWaiver and Release Agreement • June 17th, 2016 • C&J Energy Services Ltd. • Oil & gas field services, nec
Pursuant to the terms of the Employment Agreement between me (THEODORE R. MOORE) and C&J ENERGY SERVICES LTD. (formerly known as Nabors Red Lion Limited), dated September 26, 2014 and effective as of March 24, 2015 (the “Agreement”), and in exchange for the benefits provided in the Agreement plus additional benefits including the waiver of the restrictions in Section 7.1 (a) and (b) of the agreement, to which I acknowledge I would not otherwise be fully entitled (the “Separation Benefits”), I hereby agree as follows and waive all claims against and release (i) C&J ENERGY SERVICES LTD. and its directors, officers, employees, agents, insurers, investors, predecessors, successors and assigns (collectively referred to as the “Company”), (ii) all of the affiliates (including all parent companies and all wholly or partially owned subsidiaries) of the Company and their directors, officers, employees, agents, insurers, predecessors, successors and assigns (collectively referred to as the “Affi
JOINDER TO AGREEMENT AND PLAN OF MERGERJoinder Agreement • December 19th, 2014 • Nabors Red Lion LTD • Oil & gas field services, nec
This Joinder Agreement (this “Agreement”), dated as of December 19, 2014, is made by and among Nabors Industries Ltd., a Bermuda exempted company (“Navy”), Nabors Red Lion Limited, a Bermuda exempted company (“Red Lion”), C&J Energy Services, Inc., a Delaware corporation (“Penny”), Nabors CJ Merger Co., a Delaware corporation (“Merger Sub”) and CJ Holding Co., a Delaware corporation (“USHC” and, each of USHC and Merger Sub, a “Joining Party”).
