STNLU Sentinel Energy Services Inc

Item 1.01 Entry into a Material Definitive Agreement.

On March 1, 2019, Sentinel Energy Services Inc. (the “Company” or “we”) issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to Sentinel Management Holdings, LLC (the “Sponsor”), pursuant to which the Company may borrow up to $1,500,000 from the Sponsor from time to time for ongoing expenses. The Sponsor Convertible Note does not bear interest and all unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of November 7, 2019 and the consummation of an initial business combination by the Company. The Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,500,000 in the aggregate, into warrants of the post-business combination entity to purchase shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), at a conversion price of $1.50 per warrant. The terms of such warrants will be identical to the private placement warrants which were sold in a private placement concurrently with the Company’s initial public offering (the “private placement warrants”), including that each such warrant will entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants. Under the Sponsor Convertible Note, the Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account.

The foregoing description of the Sponsor Convertible Note does not purport to be complete and is qualified in its entirety by the provisions of the Sponsor Convertible Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.