CJ 2017 Annual Report

Stockholder became entitled to receive a pro rata portion of $90.8 million in cash. The cash portion of the merger consideration was determined based on $132.5 million of base cash merger consideration, which was subject to closing adjustments as provided in the Merger Agreement (including reductions for the repayment of O-Tex’s indebtedness and transaction expenses) and may be further adjusted post-closing as provided in the Merger Agreement (including reductions for the payment of certain amounts into escrow for post-closing working capital adjustments and the satisfaction of post-closing indemnification obligations).The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on October 26, 2017 and is incorporated herein by reference. Canadian Well Support Service Divestiture On October 30, 2017, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with CWC Energy Services Corp., an Alberta corporation (“CWC”), and C&J Energy Production Services-Canada Ltd., an Alberta corporation and an indirect wholly owned subsidiary of the Company (“C&J Canada”), whereby CWC, among other things, acquired the assets of C&J Canada included in the Purchased Business (as defined in the Purchase Agreement) for total consideration of CDN $37.5 million in cash (the “Canadian Divestiture”). With the closing of the Canadian Divestiture on November 5, 2017, we have completely exited the Well Support Services business in Western Canada, and we are no longer providing any oilfield services in Canada. 38