FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF C&J ENERGY SERVICES, INC. A Delaware Corporation

Exhibit 10.16

FIRST AMENDMENT TO THE
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
OF
C&J ENERGY SERVICES, INC.
A Delaware Corporation

     THIS FIRST 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 12^th day of May 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.

W I T N E S S E T H:

     WHEREAS, certain stockholders of the Company who were party to the Shareholders Agreement, dated October 16, 2006, and who should have been included on Exhibit B to the A&R Stockholders Agreement were erroneously omitted there from;

     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]

     IN WITNESS WHEREOF, the undersigned has executed this Agreement on behalf of the Company as of the date first set forth above.

	COMPANY: C&J Energy Services, Inc.
	By:	/s/ Xxxxxxxx X. Xxxxx
		Name:	Xxxxxxxx X. Xxxxx
		Title:	Vice President — General Counsel

First Amendment To The
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.
	By: StepStone Co-Investment Funds GP, LLC,
	its General Partner
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Partner
	StepStone Capital Partners II Cayman Holdings, L.P.
	By: StepStone Co-Investment Funds GP, LLC,
	its General Partner
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Partner
	2006 Co-Investment Portfolio, L.P.
	By: StepStone Co-Investment Funds GP, LLC,
	its General Partner
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Partner

First Amendment To The
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.
	By: Citigroup Private Equity LP,
	its General Partner
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Authorized Signatory
	Energy Spectrum Partners IV LP
	By: Energy Spectrum Capital IV LP,
	its General Partner
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Managing Partner

First Amendment To The
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

Name		Address
StepStone Capital Partners II Onshore, L.P.		Intentionally Omitted
StepStone Capital Partners II Cayman Holdings, L.P.
2006 Co-Investment Portfolio, L.P.
Citigroup Capital Partners II Employee Master Fund, L.P.
Energy Spectrum Partners IV LP
Xxxxxxxxxxx X. Xxxxxxx Xx.
Xxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx X. XxXxxxxx
Xxxxx Xxxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxxxxxx
Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxxxx Annuity
Xxxxxxx Xxxx Xxxxxxxx Annuity
Xxxxx Xxxxxx
Xxxxxxxx Xxxxx
Xxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxx Xxxxxxxx
Xxxxx Barrier

C&J Energy Services, Inc.
Exhibit B to Stockholders Agreement
B-1