exv10w19






Exhibit 10.19


SECOND AMENDMENT TO THE

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.



W I T N E S S E T H:




     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]





 









 








     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/
Theodore R. Moore	 
	 	 	Name:  	Theodore R. Moore 	 
	 	 	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





 









 





     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/
Darren Friedman	 
	 	 	Name:  Darren Friedman	 	 
	 	 	Title:  Managing Director	 	 
	 
	 	 	 
	 
	 	StepStone Capital Partners II Cayman Holdings, L.P.

 	 
	 	By:  	StepStone Co-Investment Funds GP, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	/s/
Darren Friedman	 
	 	 	Name:  Darren Friedman	 	 
	 	 	Title:  Managing Director	 	 
	 
	 
	 	 	 
	 	2006 Co-Investment Portfolio, L.P.

 	 
	 	By:  	StepStone Co-Investment Funds GP, LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	/s/
Darren Friedman	 
	 	 	Name:  Darren Friedman	 	 
	 	 	Title:  Managing Director	 	 
	 



 




Second 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/
Matthew Coeny	 
	 	 	Name:  Matthew Coeny	 	 
	 	 	Title:  Vice President	 	 
	 
	 	 	 
	 
	 	Energy Spectrum Partners IV LP

 	 
	 	By:  	Energy Spectrum Capital IV LP,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	/s/
James P. Benson	 
	 	 	Name:  James P. Benson	 	 
	 	 	Title:  Managing Partner	 	 
	 



 




 




Second 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
	 	 	 	 
	Christopher B. Simmons Sr.
	 	 	 	 
	John D. Foret
	 	 	 	 
	Brandon D. Simmons
	 	 	 	 
	Randall C. McMullen, Jr.
	 	 	 	 
	Aaron Larson
	 	 	 	 
	James D. Moore
	 	 	 	 
	Michael J. Thorn
	 	 	 	 
	Phillip Bryson
	 	 	 	 
	Joseph Patrick Winstead
	 	 	 	 
	Josh Comstock
	 	 	 	 
	Joshua E. Comstock Annuity
	 	 	 	 
	Rebecca Anne Comstock Annuity
	 	 	 	 
	Brian Patton
	 	 	 	 
	Floyd Woodall
Mike Forgacs
	 	 	 	 
	Lance Bradley
	 	 	 	 
	Todd Wendland
	 	 	 	 
	Brett Barrier
	 	 	 	 
	Jared Bennett
	 	 	 	 
	Larry Joey Brandon
	 	 	 	 
	William D. Driver
	 	 	 	 
	Brent Riley
	 	 	 	 
	James Sitton
	 	 	 	 






 




 




C&J Energy Services, Inc.

Exhibit B to Stockholders Agreement

B-1




 









 








	 	 	 	 	 
	Name	 	Address	 
	 
	 	 	 	 





 




 




 




 




C&J Energy Services, Inc.

Exhibit B to Stockholders Agreement

B-2