STOCKHOLDERS’ AGREEMENT BY AND AMONG KEANE GROUP, INC. AND HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETO Dated as of January 20, 2017Stockholders’ Agreement • January 26th, 2017 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Stockholders’ Agreement (the “Agreement”) is made, entered into and effective as of January 20, 2017 (the “Effective Date”), by and between Keane Investor Holdings, LLC, a Delaware limited liability company (“Investor Holdco”) and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF KEANE INVESTOR HOLDINGS LLCLimited Liability Company Agreement • January 26th, 2017 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Keane Investor Holdings LLC, a Delaware limited liability company (the “Company”), is made effective as of January 20, 2017 (this “Agreement”), by and among the Cerberus Funds, JS Keane Coinvestor LLC (“JS”), Trican Well Service, L.P. (“Trican”), SJK Family Limited Partnership, LP (“SJK”), KCK Family Limited Partnership, LP (“KCK”), Tim Keane (“TK”), Brian Keane (“BK”), SJ Keane Family Trust (“SK”), Jacquelyn Keane (“JK”), Cindy Keane (“CK”), KC Family Trust (“KK” and, together with SJK, KCK, TK, BK, SK, JK and CK, each, a “Keane Party” and collectively, the “Keane Parties”), the Cerberus Representative, the Keane Representative, and the Persons listed on Schedule A hereto (the “Management Members” and, together with the Cerberus Funds, JS, Trican and the Keane Parties and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “Members”).
FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 26th, 2017 • Keane Group, Inc. • Oil & gas field services, nec • New York
This FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 25, 2017 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Intermediate Holdco”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).
KEANE GROUP, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 26th, 2017 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Award Agreement (this “Award Agreement”), is made effective as of January 23, 2017 (the “Grant Date”), between Keane Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
