AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG KEANE GROUP, INC. AND HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETOStockholders’ Agreement • July 3rd, 2017 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Amended and Restated Stockholders’ Agreement (the “Agreement”) is made, dated as of July 3, 2017 (the “Effective Date”), by and between Keane Investor Holdings LLC, a Delaware limited liability company (“Investor Holdco”), RockPile Holdco, the White Deer Holder (as defined herein) and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “Company”).
ContractIncremental Facility Agreement • July 3rd, 2017 • Keane Group, Inc. • Oil & gas field services, nec • New York
This INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 1, dated as of July 3, 2017 (this “Agreement”), is made and entered into by and among KEANE GROUP, INC., a Delaware corporation (the “Parent”), KEANE GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Lead Borrower”), the other Borrowers and Guarantors listed on the signature pages hereto, each of the entities signing as an “Incremental Lender” on the signature pages hereto (each, an “Incremental Lender” and, collectively, the “Incremental Lenders”), each of the entities signing as an “Existing Lender” on the signature pages hereto (each, an “Existing Lender” and, collectively, the “Existing Lenders” and, together with the Incremental Lenders, each, a “Lender” and, collectively, the “Lenders”) and OWL ROCK CAPITAL CORPORATION, a Maryland corporation, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2017 • Keane Group, Inc. • Oil & gas field services, nec • New York
This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of May 18, 2017, by and between Keane Group, Inc., a Delaware corporation (the “Company”), and R. Curt Dacar (the “Executive”) (each a “Party” and together the “Parties”). The “Effective Date” of this Agreement shall be the “Closing Date” as defined in the Purchase Agreement by and among the Company, Rockpile Energy Holdings, LLC, Rockpile Management Newco, LLC and Rockpile Energy Services, LLC (“Rockpile”) dated as of May 18, 2017 (as amended, the “Purchase Agreement”).
KEANE GROUP CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG KEANE GROUP INC. ROCKPILE ENERGY HOLDINGS, LLC AND THE OTHER PERMITTED HOLDERS PARTY HERETO DATED AS OF July 3, 2017Keane Group Contingent Value Rights Agreement • July 3rd, 2017 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
THIS KEANE GROUP CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 3, 2017 (this "Agreement"), is entered into by and among Keane Group Inc., a Delaware corporation (the "Company"), RockPile Energy Holdings, LLC, a Delaware limited liability company (the "Principal Seller") and the Permitted Holders (as defined herein).
