Underwriting Agreement
  
 
 
  Company Schedule I Underwriters Representatives Common Stock Schedule IIA Selling
Stockholders Schedule IIB Firm Shares Schedule IIB Optional
Shares Shares
 Representations, Warranties and Agreements of the Company
 Registration Initial Registration Statement Commission Rule 462(b) Registration
Statement




---



##### 



Act Preliminary
Prospectus Registration Statement Pricing Prospectus Prospectus Issuer Free
Writing Prospectus Applicable Time
 No Stop Order
 No Material Misstatements or Omissions in Registration Statement or
Prospectus. provided, however
 2




---



##### 



No Material Misstatements or Omissions in Pricing Prospectus or Issuer
Free Writing Prospectus. Schedule III  Schedule III Schedule III provided,
however
 No Material Adverse Change Spec Rent Total Subsidiaries Material Adverse Effect
 Title to Properties Liens
 3




---



##### 



Formation, Due Qualification and Authority
 Capitalization Credit Facility
 Valid Issuance of Other Shares
 No Conflicts
 4




---



##### 



No Consents
 No Violation
 Legal Proceedings; Contracts
 5




---



##### 



Investment Company Investment Company
Act
 Financial Statements GAAP
 Independent Public Accountants
 Internal Control over Financial Reporting Exchange
Act
 No Adverse Changes in Internal Control over Financial Reporting
 6




---



##### 



Disclosure Controls and Procedures
 Authorization of Underwriting Agreement
 Certain Relationships and Related Transactions
 Sarbanes-Oxley Act of 2002 Sarbanes-Oxley Act
 Environmental Compliance Environmental Laws
 7




---



##### 



Periodic Review of the Effect of Environmental Laws
 Governmental Permits
 No Pre-emptive Rights, Registration Rights or Options
 Statistical and Market Related Data
 Tax Returns
 8




---



##### 



Anti-Money Laundering Laws Money Laundering Laws
 Foreign Corrupt Practices Act
 Office of Foreign Asset Control OFAC
 No Labor Disputes
 Insurance
 9




---



##### 



FINRA Affiliations FINRA
 Intellectual Property
 No Rated Securities
 Directed Share Program
 10




---



##### 



Representations, Warranties and Agreements of the Selling Stockholders
 No Consents
 No Conflicts
 Title to the Shares
 Lock-Up Agreements Annex I
 Market Stabilization
 11




---



##### 



No Material Misstatements or Omissions in the Registration Statement or
Prospectus
 Form W-9
 Custody Agreement, Power-of-Attorney and Attorney-in-Fact Custody
Agreement Custodian Power of Attorney Schedule IIA Attorneys-in-Fact
 12




---



##### 



Irrevocable Obligation to Deliver Shares
 Purchase and Sale of the Shares Schedule IIA Schedule I Schedule IIB Schedule IIB Schedule I Schedule IIB
 13




---



##### 



Schedule IIA Schedule IIA
  Offering of Shares by the Underwriters
  J.P. Morgan Directed Share Program Reserved Shares Directed Share Participants
  14




---



##### 



Delivery and Payment for the Shares .
 DTC Designated
Office First Time of Delivery Second Time of Delivery Time of Delivery
 Closing Location New York Business Day
 Further Agreements of the Company
 Preparation of the Prospectus and Registration Statement
 15




---



##### 



Qualification of Shares
 Copies of Documents to Underwriters
 16




---



##### 



Reports to Shareholders
 Lock-Up Period Lock-Up
Period provided, however
 No Amendments or Waivers of Existing Lock-Up Provisions
 17




---



##### 



Copies of Public Documents
 Copies of Reports
 Use of Proceeds
 Rule 463
 Rule 462(b)
 License License provided,
however
 18




---



##### 



Directed Share Program
 Use of Free Writing Prospectus
 Free Writing Prospectus Schedule III
 Issuer Free Writing Prospectus
 Information in Issuer Free Writing Prospectus provided, however
 Expenses
 19




---



##### 



Conditions of Underwriters Obligations
  20




---



##### 



Schedule IIA
     21




---



##### 



Schedule IV Annex I
     22




---



##### 



General Indemnification
 provided, however
 provided, however
 23




---



##### 



24




---



##### 



25




---



##### 



Indemnification of QIU
  26




---



##### 



27




---



##### 



28




---



##### 



Schedule IIB
 Survival
 Effect of Termination
 Reliance
 Schedule IIA
 29




---



##### 



Binding Agreement
 Time of the Essence business day
 No Fiduciary or Similar Relationship
 Entire Agreement
 Choice of Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD
RESULT IN
 30




---



##### 



THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company and the
Selling Stockholders agree that any suit or proceeding arising in respect of this Agreement or the
Underwriters engagement will be tried exclusively in the U.S. District Court for the Southern
District of New York or, if that court does not have subject matter jurisdiction, in any state
court located in The City and County of New York. The Company and each Selling Stockholder agrees
to submit to the jurisdiction of, and to venue in, such courts.
 Waiver of Jury Trial
 Counterparts
 Tax Structure
  31




---



##### 



Very truly yours,C&J ENERGY SERVICES, INC.By:Name:Title:C&J SPEC-RENT SERVICES, INC.By:Name:Title:TOTAL E&S, INC.By:Name:Title:




---



##### 



2006 CO-INVESTMENT PORTFOLIO, L.P.
ADVANCED SERIES TRUST  AST ACADEMIC     STRATEGIES ASSET ALLOCATION PORTFOLIO
AQR FUNDS  AQR DIVERSIFIED ARBITRAGE FUND
AQR OPPORTUNISTIC PREMIUM OFFSHORE     FUND, L.P.

CITIGROUP CAPITAL PARTNERS II EMPLOYEE     MASTER FUND, L.P.
CNH DIVERSIFIED OPPORTUNITIES MASTER     ACCOUNT, L.P.
ENERGY SPECTRUM PARTNERS IV LP
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR     VALUE STRATEGIES FUND
FIDELITY INVESTMENT TRUST: FIDELITY GLOBAL     COMMODITY STOCK FUND
VARIABLE INSURANCE PRODUCTS FUND III: VALUE     STRATEGIES PORTFOLIO
SIMMONS, CHRISTOPHER
STARK MASTER FUND LTD.
STEPSTONE CAPITAL PARTNERS II CAYMAN     HOLDINGS, L.P.
STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.By:Name:Title:As
Attorney-in-Fact acting on behalf of each of the Selling Stockholders
named in Schedule IIA to this Agreement.




---



##### 



GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES LLC
  GOLDMAN, SACHS & CO.
 By:Name:Title: J.P. MORGAN SECURITIES LLC
 By:Name:Title:




---



##### 



SCHEDULE I
 Number of OptionalShares to beTotal Number of
    
    
    Purchased ifFirm Shares
    
    
    Maximum OptionUnderwriter
    
    to be Purchased
    
    
    ExercisedGoldman, Sachs & Co.J.P. Morgan Securities LLCCitigroup Global Markets Inc.Wells Fargo Securities, LLCSimmons & Company InternationalTudor, Pickering, Holt & Co. Securities, Inc.Total.
    
    
    11,500,000
    
    
    
    1,725,000




---



##### 



SCHEDULE
IIA
 Number of OptionalShares to beTotal Number of
    
    
    Sold ifFirm Shares
    
    
    Maximum Optionto be Sold
    
    
    ExercisedThe Company.
    
    
    4,750,000
    
    
    
    The Selling Stockholders(a):2006 Co-Investment Portfolio, L.P.
    
    
    710,482
    
    
    
    131,570Advanced Series Trust  AST Academic Strategies Asset
Allocation Portfolio
    
    
    3,301
    
    
    
    AQR Funds  AQR Diversified Arbitrage Fund
    
    
    31,094
    
    
    
    AQR Opportunistic Premium Offshore Fund, L.P.
    
    
    3,512
    
    
    
    Citigroup Capital Partners II Employee Master Fund, L.P.
    
    
    798,071
    
    
    
    147,790CNH Diversified Opportunities Master Account, L.P.
    
    
    2,093
    
    
    
    Energy Spectrum Partners IV LP
    
    
    2,678,637
    
    
    
    1,295,315Fidelity Advisor Series I: Fidelity Advisor Value
Strategies Fund
    
    
    154,714
    
    
    
    Fidelity Investment Trust: Fidelity Global Commodity Stock
Fund
    
    
    57,300
    
    
    
    Variable Insurance Products Fund III: Value Strategies
Portfolio
    
    
    45,286
    
    
    
    Simmons, Christopher
    
    
    43,750
    
    
    
    Stark Master Fund Ltd.
    
    
    1,410,000
    
    
    
    StepStone Capital Partners II Cayman Holdings, L.P.
    
    
    451,464
    
    
    
    83,604StepStone Capital Partners II Onshore, L.P.
    
    
    360,296
    
    
    
    66,721Total
    
    
    11,500,000
    
    
    
    1,725,000
 
 (a)
    
    The Selling Stockholders are represented by Whalen LLP, 19000 MacArthur Boulevard, Suite
600, and have appointed Theodore R. Moore, Joshua E. Comstock and Randall C. McMullen, Jr., and
each of them, as the Attorneys-in-Fact for such Selling Stockholders.




---



##### 



SCHEDULE IIB
      Schedule IIB




---



##### 



SCHEDULE III
 Issuer Free Writing Prospectuses
  Schedule III




---



##### 



SCHEDULE IV
 Lock-up Agreements
 
 Schedule IV




---



##### 



ANNEX I
 C&J ENERGY SERVICES, INC.
 Lock-Up Agreement
 [] , 2011
 
 
 
 C&J Energy Services, Inc.  Lock-Up Agreement
     Annex I




---



##### 



Annex I




---



##### 



Annex I




---



##### 



Very truly yours,Exact NameAuthorized SignatureTitleAddress:
 Annex I