REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2017, is made and entered into by and among Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), Sentinel Management Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Sentinel Management Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between SENTINEL ENERGY SERVICES INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 2, 2017Warrant Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
30,000,000 Units Sentinel Energy Services Inc. FORM OF UNDERWRITING AGREEMENTSentinel Energy Services Inc. • October 26th, 2017 • Blank checks • Texas
Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used h
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2017 by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 5th, 2018 • Sentinel Energy Services Inc. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of January 31, 2018, by and between SENTINEL ENERGY SERVICES INC., a Cayman Islands exempted company (the “Company”), and Jon A. Marshall (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2017 • Sentinel Energy Services Inc. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of June 30, 2017, is made and entered into by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Sentinel Management Holdings, LLC, a Delaware limited liability company (the “Buyer”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 22nd, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2017, by and between SENTINEL ENERGY SERVICES INC., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
FORM OF WARRANT AGREEMENT between SENTINEL ENERGY SERVICES INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [_], 2017Form of Warrant Agreement • September 22nd, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
November 2, 2017Letter Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one of the Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment. The Unit
OPTION AGREEMENTOption Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
This Option Agreement (this “Agreement”) is entered into as of November 2, 2017, between Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and CSL Energy Opportunities Fund III, L.P. and CSL Energy Holdings III, Corp, LLC (the “Option Holders”).
Sentinel Energy Services Inc. Houston, TX 77002 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 22nd, 2017 • Sentinel Energy Services Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [_] of the Company’s units (including up to [_] units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one of the Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant t
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 2018 • Sentinel Energy Services Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 18, 2018, by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (which, as described below, shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Strike, Inc.) (the “Company”), and the subscribers listed on Schedule A hereto (each such subscriber a “Subscriber” and together, the “Subscribers”).
PURCHASE AND CONTRIBUTION AGREEMENT by and among INVACOR PIPELINE AND PROCESS SOLUTIONS, LLC, CSL ENERGY HOLDING III CORP, LLC, SENTINEL ENERGY SERVICES INC., and STRIKE, LLC October 18, 2018Purchase and Contribution Agreement • October 19th, 2018 • Sentinel Energy Services Inc. • Blank checks • Delaware
This Purchase and Contribution Agreement (this “Agreement”) is entered into as of October 18, 2018, by and among (i) Sentinel Energy Services Inc., a Cayman Islands exempted company (“Buyer”), (ii) Invacor Pipeline and Process Solutions, LLC, a Delaware limited liability company (“Invacor”), (iii) CSL Energy Holding III Corp, LLC, a Delaware limited liability company (“CSL Energy Holdings,” and together with Invacor, each a “Seller” and together, the “Sellers”), and (iv) Strike, LLC, a Texas limited liability company (“Contributee”). The parties to this Agreement are each referred to individually as a “Party” and are collectively referred to as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 2018 • Sentinel Energy Services Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 18, 2018, by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (which, as described below, shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Strike, Inc.) (the “Company”), and the undersigned subscriber (the “Subscriber”).
SENTINEL ENERGY SERVICES INC.Letter Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
This letter agreement by and between Sentinel Energy Services Inc. (the “Company”) and Sentinel Management Holdings, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
January 31, 2018Letter Agreement • February 5th, 2018 • Sentinel Energy Services Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to the Company’s underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including 4,500,000 units purchased to cover over-allotments) (the “Units”), each comprised of one of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one of the Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment. Certain capitalized term
TRANSACTION agreement and plan of mergerJoinder Agreement • October 19th, 2018 • Sentinel Energy Services Inc. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2019, is hereby entered into by and among Strike Capital, LLC, a Texas limited liability company (the “Company”), Strike, Inc. (f/k/a Sentinel Energy Services Inc.), a Delaware corporation (the “Corporate Taxpayer”), the holders of Company Units (other than Corporate Taxpayer and its Subsidiaries) that are signatories to this Agreement and such other holders of Company Units from time to time party hereto (collectively, the “Holders”), and OEP-Strike Seller Representative, LLC, a Delaware limited liability company (the “Holders Representative”). Each of the Corporate Taxpayer, the Company, the Holders and the Holders Representative may be referred to herein individually as a “Party” and collectively, as the “Parties”.
TERMINATION AGREEMENTTermination Agreement • February 13th, 2019 • Sentinel Energy Services Inc. • Blank checks • Delaware
This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of February 12, 2019, by and between Sentinel Energy Services Inc., a Delaware corporation (“Sentinel”) and Strike Capital, LLC, a Texas limited liability company (“Strike”), terminates that certain Transaction Agreement and Plan of Merger, dated as of October 18, 2018 (the “Transaction Agreement”), by and among Sentinel, Strike, OEP Secondary Fund (Strike), LLC, a Delaware limited liability company, One Equity Partners Secondary Fund, L.P., a Cayman Islands exempted limited partnership, all of the other equityholders of Strike signatories thereto, OEP-Strike Seller Representative, LLC, a Delaware limited liability company, and SES Blocker Merger Sub, LLC, a Delaware limited liability company. Each of Sentinel and Strike may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • December 12th, 2019 • Sentinel Energy Services Inc. • Blank checks • New York
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).
SENTINEL ENERGY SERVICES INC.Letter Agreement • September 22nd, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 7th, 2017 • Sentinel Energy Services Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 2, 2017 by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 19th, 2018 • Sentinel Energy Services Inc. • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 18, 2018, by and among Strike Capital, LLC, a Texas limited liability company (“Strike”), Sentinel Management Holdings, LLC, a Delaware limited liability company (“Sponsor”), and the shareholders of Buyer (as defined below) set forth on Schedule I hereto (such individuals together with Sponsor, each a “Shareholder,” and collectively, the “Shareholders”). Strike and the Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties.”
CONVERSION AGREEMENTConversion Agreement • May 12th, 2020 • Sentinel Energy Services Inc. • Blank checks • Delaware
This Conversion Agreement (this “Agreement”) is made and entered into effective as of March 31, 2020 (the “Conversion Date”), by and among Sentinel Energy Services, Inc., a Delaware corporation (the “Company”), and Sentinel Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”). Unless otherwise defined herein, capitalized terms in this Agreement shall have the same meanings assigned to such terms in the Note (as defined below).
