SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF C&J ENERGY SERVICES, INC. A Delaware Corporation
Exhibit 10.19
SECOND AMENDMENT TO THE
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
OF
C&J ENERGY SERVICES, INC.
A Delaware Corporation
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
OF
C&J ENERGY SERVICES, INC.
A Delaware Corporation
THIS SECOND AMENDMENT (the “Amendment”) to the Amended and Restated Stockholders
Agreement (the “A&R Stockholders Agreement”) of C&J Energy Services, Inc. (the
“Company”) is made and entered into as of this 14th day of July 2011 by and among the
Company and the Sponsor Demand Holders. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to them in the A&R Stockholders Agreement.
WHEREAS, certain stockholders of the Company who were originally party to the Shareholders
Agreement, dated October 16, 2006, should have been included on Exhibit B to the A&R Stockholders
Agreement and were erroneously omitted therefrom;
WHEREAS, pursuant to Section 4.9 of the A&R Stockholders Agreement, the Company and the
Sponsor Demand Holders desire to amend the A&R Stockholders Agreement as set forth in this
Agreement to add those stockholders who were erroneously omitted from Exhibit B to Exhibit B;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements as set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendment to Exhibit B. Exhibit B shall be amended and replaced in its
entirety by Exhibit B hereto.
Section 2. This Amendment may be executed in several counterparts, each of which shall
be an original of this Amendment but all of which, taken together, shall constitute one and the
same Amendment.
Section 3. Except as expressly amended herein, all terms and provisions of the A&R
Stockholders Agreement shall remain in full force and effect.
[Signature Pages Follow]
COMPANY: C&J Energy Services, Inc. |
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By: | /s/ Xxxxxxxx X. Xxxxx | |||
Name: | Xxxxxxxx X. Xxxxx | |||
Title: | Vice President -- General Counsel | |||
Second Amendment To The
Amended And Restated Stockholders Agreement
Of C&J Energy Services, Inc.
Signature Page 1 of 3
Amended And Restated Stockholders Agreement
Of C&J Energy Services, Inc.
Signature Page 1 of 3
IN WITNESS WHEREOF, the undersigned, being the Sponsor Demand Holders, have executed this
Agreement as of the date first set forth above.
SPONSOR DEMAND HOLDERS: StepStone Capital Partners II Onshore, L.P. |
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By: | StepStone Co-Investment Funds GP, LLC, | |||
its General Partner | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: Xxxxxx Xxxxxxxx | ||||
Title: Managing Director | ||||
StepStone Capital Partners II Cayman Holdings, L.P. |
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By: | StepStone Co-Investment Funds GP, LLC, | |||
its General Partner | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: Xxxxxx Xxxxxxxx | ||||
Title: Managing Director | ||||
2006 Co-Investment Portfolio, L.P. |
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By: | StepStone Co-Investment Funds GP, LLC, | |||
its General Partner | ||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: Xxxxxx Xxxxxxxx | ||||
Title: Managing Director | ||||
Second Amendment To The
Amended And Restated Stockholders Agreement
Of C&J Energy Services, Inc.
Signature Page 2 of 3
Amended And Restated Stockholders Agreement
Of C&J Energy Services, Inc.
Signature Page 2 of 3
Citigroup Capital Partners II Employee Master Fund, L.P. |
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By: | Citigroup Private Equity LP, | |||
its General Partner | ||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: Xxxxxxx Xxxxx | ||||
Title: Vice President | ||||
Energy Spectrum Partners IV LP |
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By: | Energy Spectrum Capital IV LP, | |||
its General Partner | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: Xxxxx X. Xxxxxx | ||||
Title: Managing Partner | ||||
Second Amendment To The
Amended And Restated Stockholders Agreement
Of C&J Energy Services, Inc.
Signature Page 3 of 3
Amended And Restated Stockholders Agreement
Of C&J Energy Services, Inc.
Signature Page 3 of 3
EXHIBIT B
to
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
(the “Agreement”)
dated as of December 23, 2010
by and among
C&J ENERGY SERVICES, INC.
and
THE OTHER PARTIES THERETO
STOCKHOLDERS
to
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
(the “Agreement”)
dated as of December 23, 2010
by and among
C&J ENERGY SERVICES, INC.
and
THE OTHER PARTIES THERETO
STOCKHOLDERS
Name | Address | |||
StepStone Capital Partners II Onshore, L.P. |
Intentionally Omitted | |||
StepStone Capital Partners II Cayman Holdings, L.P. |
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2006 Co-Investment Portfolio, L.P. |
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Citigroup Capital Partners II Employee Master Fund, L.P. |
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Energy Spectrum Partners IV LP |
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Xxxxxxxxxxx X. Xxxxxxx Xx. |
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Xxxx X. Xxxxx |
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Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. XxXxxxxx, Xx. |
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Xxxxx Xxxxxx |
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Xxxxx X. Xxxxx |
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Xxxxxxx X. Xxxxx |
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Xxxxxxx Xxxxxx |
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Xxxxxx Xxxxxxx Xxxxxxxx |
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Xxxx Xxxxxxxx |
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Xxxxxx X. Xxxxxxxx Annuity |
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Xxxxxxx Xxxx Xxxxxxxx Annuity |
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Xxxxx Xxxxxx |
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Xxxxx Xxxxxxx
Xxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Xxxx Xxxxxxxx |
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Xxxxx Barrier |
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Xxxxx Xxxxxxx |
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Xxxxx Xxxx Xxxxxxx |
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Xxxxxxx X. Driver |
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Xxxxx Xxxxx |
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Xxxxx Xxxxxx |
C&J Energy Services, Inc.
Exhibit B to Stockholders Agreement
B-1
Exhibit B to Stockholders Agreement
B-1
Name | Address | |||
C&J Energy Services, Inc.
Exhibit B to Stockholders Agreement
B-2
Exhibit B to Stockholders Agreement
B-2