CJ 2018 Proxy Statement

TRANSACTIONS WITH RELATED PERSONS Reported Related Persons Transactions The below Related Persons Transactions relate to matters that occurred prior to the Chapter 11 Proceeding or that were entered into in connection with the Chapter 11 Proceeding under the terms of the Restructuring Plan. Other than those transactions entered into effective upon our emergence from the Chapter 11 Proceeding, there were no Related Persons Transactions entered into during 2017 or in 2018 to date. Transactions Related to the Nabors Merger Following the closing of the Nabors Merger in March 2015, Nabors was considered a “related person” of the Company for purposes of Item 404 of Regulation S-K due to Nabors’s ownership of approximately 52% of the Company’s common shares, although those shares were canceled in the Chapter 11 Proceeding and Nabors ceased to be a stockholder as of January 6, 2017 effective upon our emergence from the Chapter 11 Proceeding. Nabors’ Chief Financial Officer, William Restrepo, also served on our Board from the closing of the Nabors Merger in March 2015 through January 6, 2017. In addition to being a significant stockholder, Nabors was one of our largest unsecured creditors in the Chapter 11 Proceeding. As such, in the course of the Chapter 11 Proceeding, we negotiated certain settlements and other arrangements with respect to Nabors’ claims and interests. Since the closing of the Nabors Merger and continuing through December 31, 2017, we leased certain properties from Nabors, and Nabors leased certain properties from us. For the year ended December 31, 2017, amounts payable to Nabors at December 31, 2017 were approximately $0.9 million under these leases. Transactions Related to the Chapter 11 Proceeding Rights Offering, Backstop Commitment Agreement On December 6, 2016, we entered into a Backstop Commitment Agreement (the “Backstop Commitment Agreement”) with the parties thereto (collectively, the “Backstop Parties”), which included certain of our then significant stockholders, pursuant to which the Backstop Parties agreed to backstop a $200 million cash investment in the Company pursuant to the Rights Offering conducted in accordance with the Restructuring Plan. In accordance with the Restructuring Plan, the Backstop Commitment Agreement and the Rights Offering procedures, we offered eligible creditors, including the Backstop Parties, the right to purchase common stock upon our emergence from the Chapter 11 Proceeding for an aggregate purchase price of $200 million. The Rights Offering, which commenced on November 15, 2016 and ended on December 9, 2016, provided holders of eligible secured claims under our prior credit agreement as of the record date set therefor to be granted rights entitling each such holder to subscribe to purchase an amount of common stock (the “Rights Offering Shares”), up to such holders’ respective pro rata share of such eligible secured claims. The Rights Offerings Shares, collectively, reflected an aggregate purchase price of $200 million at the per share price of $13.58. Under the Backstop Commitment Agreement, the Backstop Parties agreed to purchase, severally and not jointly, the Rights Offering Shares that were not duly subscribed to by parties other than Backstop Parties pursuant to the Rights Offering at the same per share price as the Rights Offering (the “Backstop Commitment”). We paid the Backstop Parties on the Plan Effective Date a put option premium equal to 5% of the $200 million committed amount as the Put Option Premium in the form of common stock at the same per share price offered in the Rights Offering. All amounts paid to the Backstop Parties in their capacities as such for the Put Option Premium were paid pro rata based on the amount of their respective Backstop Commitments on the Closing Date (as compared to the aggregate Backstop Commitment of all Backstop Parties). As a condition to the closing of the transactions contemplated by the Backstop Commitment Agreement, we entered into the Registration Rights Agreement with the Backstop Parties entitling such Backstop Parties to request that the Company register their securities for sale under the Securities Act at various times and upon the terms and conditions set forth in the Registration Rights Agreement. Registration Rights Agreement We are party to a Registration Rights Agreement (the “Registration Rights Agreement”) with the Backstop Parties, which included certain of our then significant stockholders. The Registration Rights Agreement required us to file a shelf registration statement within 10 calendar days after the date that we filed our Annual Report on Form 10-K for the year ended December 31, 2016 or the latest date we would be required to file a Form 10-K specified in the SEC’s rules and regulations applicable to non-accelerated filers. The Registration Rights Agreement also provides the registration rights holders the ability to demand registrations or underwritten shelf takedowns subject to certain requirements and exceptions. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 19