EX-4.1



 Exhibit 4.1 

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of November 7, 2017 (the
“Effective Date”) and amends the Rights Agreement, dated as of January 6, 2017 (the “Rights Agreement”), by and between C&J Energy Services, Inc., a Delaware corporation (the
“Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to
them in the Rights Agreement. 
 RECITALS 

WHEREAS, in accordance with Section 24 of the Rights Agreement, at any time prior to the occurrence of a Section 9(a)(ii) Event, the
Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights; and 

WHEREAS, the Rights Agent is hereby directed to join in this Amendment. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows: 

1.    Amendment of the Rights Agreement. The definition of “Final Expiration Date” is hereby amended and
restated in its entirety as follows: 
 “Final Expiration Date” means the Close of Business on November 7,
2017. 
 2.    Amendment of Exhibits. The exhibits to the Rights Agreement shall be deemed to be restated to
reflect this Amendment, including all conforming changes. 
 3.    Other Amendment; Effect of Amendment. Except
as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and
will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern. 

4.    Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts will
for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted
electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or
agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of
authenticity. 
 5.    Severability. If any term, provision, covenant or restriction of this Amendment is held by
a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected,
impaired or invalidated. 







 6.    Descriptive Headings. The descriptive headings of the several
Sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof. 

7.    Further Assurances. Each of the parties to this Amendment will cooperate and take such action as may be
reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder. 

8.    Governing Law. This Amendment will be deemed to be a contract made pursuant to the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
day and year first written above. 
  

			
	C&J ENERGY SERVICES, INC.
	
	 /s/ Danielle Hunter

	Name:	 	Danielle Hunter
	Title:	 	Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary



  
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	 AMERICAN STOCK TRANSFER & TRUST

COMPANY, LLC

		
	By:	 	 /s/ Jennifer Donovan

	Name:	 	Jennifer Donovan
	Title:	 	SVP



  
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