Exhibit
4.1


 


AMENDMENT
NO. 1 TO WARRANT AGREEMENT 


 


THIS
AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”) is made as of December 9, 2019, by and between Sentinel Energy
Services Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Warrant Agreement (as defined below).


 


WHEREAS,
on November 7, 2017, the Company consummated an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), and one-third of one Public Warrant (as defined below) and, in connection therewith, issued and delivered 11,500,000
warrants to public investors in the Offering (each a “Public Warrant” and, collectively, the “Public Warrants”);


 


WHEREAS,
the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of November 2, 2017, and filed by the
Company with the United States Securities and Exchange Commission on November 7, 2017 as an exhibit to a current report on Form
8-K (the “Warrant Agreement”), which governs the Public Warrants;


 


WHEREAS,
the Company and the Warrant Agent seek to amend the Warrant Agreement to provide that all of the Public Warrants will be automatically
exchanged for cash in the amount of $0.02 per Public Warrant; and


 


WHEREAS,
pursuant to Section 9.8 of the Warrant Agreement, the Company has obtained the consent of at least 50% of the Registered Holders
of the outstanding Public Warrants to this Amendment.


 


NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.
Amendment of Warrant Agreement.


 


1.1.
A new Section 6.5 is added to the Warrant Agreement as follows:


 


“6.5 Mandatory
Exchange of Public Warrants. Notwithstanding anything to the contrary in this Agreement, not less than all of the outstanding
Public Warrants shall be automatically converted into the right to receive $0.02 per Public Warrant (the “Public Warrant
Conversion Price”), payable in cash, on such date as determined by the Company in its sole discretion (such date the
mandatory conversion occurs, the “Public Warrant Conversion Date”). On and after the Public Warrant Conversion
Date, the record holder of the Pubic Warrants shall have no further rights except to receive, upon surrender of the Public Warrants
to the Warrant Agent, the Public Warrant Conversion Price.”


 


2.
Miscellaneous Provisions.


 


2.1.
Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their permitted respective successors and assigns.


 


2.2.
Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


2.3.
Applicable Law. The validity, interpretation and performance of this Amendment shall be governed in all respects by the
laws of the State of New York, without giving effect to conflict of laws.


 







     


     


    

 


2.4.
Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


2.5.
Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not
affect the interpretation thereof.


 


2.6.
Entire Agreement. The Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties
and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express
or implied, relating to the subject matter hereof, and all such prior agreements, understanding, arrangements, promises and commitments
are hereby canceled and terminated.


 


[Signature
page follows]


 







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


 





	 	SENTINEL ENERGY SERVICES INC.
	 	 	 
	 	By:	/s/ Krishna Shivram
	 	 	Name:
    	Krishna
    Shivram
	 	 	Title:
    	Chief
    Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	/s/
    Isaac J. Kagan
	 	 	Name:
    	Isaac
    J. Kagan
	 	 	Title:	Vice
    President


 


[Signature
Page to Amendment to the Warrant Agreement]





 


 


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