Exhibit 10.1


 


November 2, 2017


 


Sentinel
Energy Services Inc.


1000
Louisiana Street, Suite 3850


Houston,
TX 77002


 


Re: Initial
Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Sentinel Energy Services Inc., a Cayman Islands
exempted company (the “Company”), and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and
Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of 30,000,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one of the Company’s Class A Ordinary Shares, par value
$0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant (each whole warrant,
a “Warrant”). Each Warrant entitles the holder thereof to purchase one of the Class A Ordinary Shares
at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration
statement on Form S-1 No. 333-220584 and prospectus (the “Prospectus”) filed by the Company with the
Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units
listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sentinel Management
Holdings, LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the
Company’s board of directors and/or management team (each an “Insider” and collectively the “Insiders”),
hereby agrees with the Company as follows:


 


1. 
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall vote all Founder Shares and any shares acquired by it,
him or her in the Public Offering or the secondary public market in favor of such proposed Business Combination and not redeem
any Ordinary Shares owned by it, him or her in connection with such shareholder approval.


 


2. 
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association, the Sponsor and each
Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Class A
Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income
taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering
Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law
to provide for claims of creditors and other requirements of applicable law. The Sponsor and the Insiders agree to not
propose any amendment to the Company’s amended and restated memorandum and articles of association that would affect
the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does
not complete a Business Combination within 24 months from the closing of the Public Offering, unless the Company provides its
Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the
funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes,
divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares. The Sponsor and each Insider hereby further waives, with respect to any of the Ordinary Shares held by it, him
or her, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or in
the context of a tender offer made by the Company to purchase the Ordinary Shares and in connection with a shareholder vote to
amend the Company’s amended and restated memorandum and articles of association in a manner that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company has not consummated
a Business Combination within 24 months from the closing of the Public Offering (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any of the Ordinary Shares (other
than the Founder Shares) it or they hold if the Company fails to consummate a Business Combination within 24 months from the date
of the closing of the Public Offering).


 


3. 
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned
shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any Units, Class A Ordinary
Shares, the Company’s Class B Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares”
and, together with the Class A Ordinary Shares, the “Ordinary Shares”), Warrants or any securities convertible
into, or exercisable, or exchangeable for, Ordinary Shares owned by him, her or it, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by him,
her or it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction, including the filing of a registration statement, specified in clause (i) or
(ii). If the undersigned is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions
shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering. Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 


4. 
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to
any officer, member or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than the
Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a prospective
target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or
business combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third
party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per share of the
Offering Shares and (ii) the actual amount per share of the Offering Shares held in the Trust Account due to reductions in
the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less
franchise and income taxes payable, except as to any claims by a third party or Target that executed an
agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is
enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible for any liability as a result of any such third party claims. Notwithstanding any of the foregoing,
such indemnification of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the
Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company
in writing that it shall undertake such defense.


 






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5. 
To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 4,500,000 Units (as
described in the Prospectus), the Sponsor agrees to forfeit, for cancellation at no cost, a number of Founder Shares equal to
1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. The forfeiture will be adjusted
to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent
20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering. The Sponsor further agrees that
to the extent that (a) the size of the Public Offering is increased or decreased and (b) the Sponsor has either purchased or sold
Ordinary Shares or an adjustment to the number of Founder Shares has been effected by way of a share split, share dividend, reverse
share split, contribution back to capital or otherwise, in each case in connection with such increase or decrease in the size
of the Public Offering, then (A) the references to 4,500,000 in the numerator and denominator of the formula in the first sentence
of this paragraph shall be changed to a number equal to 15% of the number of the Units issued in the Public Offering and (B) the
reference to 1,125,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder
Shares that the Sponsor would have to collectively return to the Company in order for all holders of Founder Shares to hold an
aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering.


 


6. 
(a) The Sponsor and each Insider hereby agree not to participate in the formation of, or become an officer or director of, any
other blank check company until the Company has entered into a definitive agreement with respect to a Business Combination or
the Company has failed to complete a Business Combination within 24 months after the closing of the Public Offering.


 


(b) 
Each of the Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be
irreparably injured in the event of a breach by such Sponsor or Insider of his, her or its obligations under paragraphs 1, 2,
3, 4, 5, 6(a), 7(a) and 7(b) of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and
(iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have
in law or in equity, in the event of such breach.


 


7. 
(a) Subject to certain limited exceptions, the Sponsor and each Insider agrees not to Transfer, assign or sell any Founder Shares
held by it, him or her until one year after the date of the consummation of a Business Combination or earlier if, subsequent to
a Business Combination, (i) the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the consummation of a Business Combination or (ii) the Company consummates a subsequent
liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property (the “Lock-up”).


 


(b) 
Subject to certain limited exceptions, the Sponsor and each Insider agrees not to Transfer, assign or sell any Private Placement
Warrants or Class A Ordinary Shares underlying such warrants held by it, him or her, until 30 days after the completion of a Business
Combination.


 


(c) 
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and Class A Ordinary Shares underlying the Private Placement Warrants or the Founder Shares and that are held by the
Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)) are permitted (a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor (b)  in the case of an
individual, by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member
of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the
case of an individual, by virtue of laws of descent and distribution upon death of the individual;


 






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(d) 
in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the state of Delaware
or the Sponsor’s operating agreement upon dissolution of the Sponsor; (f) by private sales or transfers made in connection
with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased;
(g) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (h) in the event of
completion of a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion
of a Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


8. 
Each Insider’s biographical information furnished to the Company that is included in the Prospectus is true and accurate
in all respects and does not omit any material information with respect to such Insider’s background. Each Insider’s
questionnaire furnished to the Company including any such information that is included in the Prospectus is true and accurate
in all respects. Each Insider represents and warrants that: such Insider is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to
the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i)
involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and neither such Insider
nor the Sponsor has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked.


 


9. 
Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any director or officer of the
Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or
other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is). However, such persons may receive the following
payments, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business
Combination: repayment of a loan of up to $200,000 made to the Company by the Sponsor, pursuant to a Promissory Note dated June
12, 2017; payment of an aggregate of $10,000 per month, to the Sponsor, for office space, utilities, secretarial support and administrative
services, pursuant to an Administrative Services Agreement, dated November 2, 2017; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating, negotiating and consummating an initial Business Combination; and repayment of
loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of
the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection with an intended
initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion
of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds
from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price
of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including
as to exercise price, exercisability and exercise period.


 


10. 
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as a director on the board of directors of the Company and each Insider hereby consents
to being named in the Prospectus as an officer and/or director of the Company, as applicable.


 






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11. 
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more
businesses; (ii) “Founder Shares” shall mean the Class B Ordinary Shares of the Company held by the
Sponsor, the Company’s independent directors and any other holder prior to the consummation of the Public Offering and
our Class A Ordinary Shares issued upon automatic conversion thereof at the time of the Business Combination; (iii)
“Private Placement Warrants” shall mean the warrants to purchase 5,333,333 Class A Ordinary Shares
(or 5,933,333 Class A Ordinary Shares if the Underwriters’ over-allotment option in connection with the Public
Offering is exercised in full), that the Sponsor has agreed to purchase for an aggregate purchase price of approximately
$8,000,000 (or approximately $8,900,000 if the Underwriters’ over-allotment option in connection with the Public
Offering is exercised in full), or $1.50 per warrant, in a private placement that shall occur simultaneously with the
consummation of the Public Offering; (iv) “Public Shareholders” shall mean the holders of
securities issued in the Public Offering; (v)  “Trust Account” shall mean the trust fund into
which a portion of the net proceeds of the Public Offering shall be deposited; and (vi)
“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of, or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12. 
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 


13. 
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor, each Insider and each of their respective successors, heirs and assigns and permitted transferees.


 


14. 
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


15. 
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.


 


16. 
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
consummated and closed by January 31, 2018, provided further that paragraph 4 of this Letter Agreement shall
survive such liquidation.


 


[Signature
page follows]


 



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	 	Sincerely,
	 	 	 
	 	SENTINEL
    MANAGEMENT HOLDINGS, LLC
	 	 	 
	 	By:	 /s/
    Krishna Shivram
	 	Name:	Krishna
    Shivram
	 	Title:	Chief
    Executive Officer
	 	 	
	 	/s/
    Krishna Shivram
	 	Krishna
    Shivram
	 	 	 
	 	/s/
    Andrew F. J. Gould
	 	Andrew
    F. J. Gould
	 	 	 
	 	/s/
    Charles S. Leykum
	 	Charles
    S. Leykum
	 	 	 
	 	/s/
    Vivek Raj
	 	Vivek
    Raj
	 	 	 
	 	/s/
    Gerald Cimador
	 	Gerald
    Cimador
	 	 	 
	 	/s/
    Kent Jamison
	 	Kent
    Jamison
	 	 	 
	 	/s/
    Marc Zenner
	 	Marc
    Zenner


 


 





	Acknowledged
    and Agreed:	 
	 	 
	SENTINEL
    ENERGY SERVICES INC.	 
	 	 
	By:	/s/
    Kent Jamison	
	Name:	Kent
    Jamison	 
	Title:	Secretary	 


   


 


 


Signature
Page to Letter Agreement