CJ 2018 Proxy Statement

TRANSACTIONS WITH RELATED PERSONS In addition, if we propose to register shares of our common stock in certain circumstances, the registration rights holders will have certain “piggyback” registration rights, subject to restrictions set forth in the Registration Rights Agreement, to include their shares of common stock in the registration statement. Stockholders Agreement We were party to a Stockholders Agreement (the “Stockholders Agreement”) with certain funds affiliated with and/or managed by each of GSO, Solus Alternative Asset Management LP (together with its affiliates and related funds, “Solus”) and BlueMountain Capital Management, LLC (together with its affiliates and related funds and Solus, each a “Holder,” and collectively, the “Holders”). The Stockholders Agreement provided that the Board would consist of seven directors and granted rights to designate nominees to serve as directors to GSO and Solus as follows: (a) GSO could designate up to three directors for nomination to the Board and (b) Solus could designate up to two directors for nomination to the Board and could also designate one non-voting observer to the Board. In addition, the Board or a nominating committee thereof could designate our CEO and one other director for nomination to the Board. Mr. Zawadzki, a director nominee, is employed by GSO, which is a significant stockholder of the Company, and was initially designated for nomination to the Board by GSO pursuant to the Stockholders Agreement. Certain significant actions by us required the consent of one or more of the Holders. These actions included, but were not limited to, the issuance of equity securities of the Company representing more than 10% of the shares of common stock issued pursuant to the Restructuring Plan (excluding shares of common stock issued pursuant to New Warrants (as defined in the Stockholders Agreement), the incurrence of indebtedness in excess of $100 million in the aggregate, the consummation of acquisitions greater than $100 million and any voluntary registration of our common stock under Section 12 of the Exchange Act. Under the Stockholders Agreement, the Holders were entitled to certain preemptive rights upon the issuance of certain types of equity or debt securities by the Company. The Stockholders Agreement was terminated pursuant to its terms on April 12, 2017. 20 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT