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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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Anti-Takeover Provisions

         Key.  MGCL has detailed  provisions  concerning  business  combinations
which are not  generally  applicable  to Key because  Key was not  automatically
subject to such provisions as of the date of their enactment by reason of having
an "interested  stockholder" as of such date and Key did not subsequently opt to
become  subject to or governed  by such  provisions.  The Key Charter  prohibits
creation  of any class of stock  which  shall be issued in  connection  with any
so-called  "shareholder  rights  plan",  "poison  pill" or  other  anti-takeover
measure.

         WellTech. DGCL has detailed provisions concerning business combinations
which are not applicable to WellTech because WellTech does not have voting stock
which is (i) listed on a  national  securities  exchange,  (ii)  authorized  for
quotation on NASDAQ or (iii) held by more than 2,000 stockholders.

Rights Of Dissenting Stockholders Of WellTech

         SECTION 262 OF DGCL IS  REPRINTED  IN ITS ENTIRETY AS ANNEX III TO THIS
PROXY STATEMENT-PROSPECTUS. THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT
OF THE LAW  RELATING TO  APPRAISAL  RIGHTS AND IS  QUALIFIED  IN ITS ENTIRETY BY
REFERENCE  TO ANNEX  III.  THIS  DISCUSSION  AND  ANNEX III  SHOULD BE  REVIEWED
CAREFULLY BY ANY WELLTECH STOCKHOLDER WHO WISHES TO EXERCISE STATUTORY APPRAISAL
RIGHTS OR WHO WISHES TO  PRESERVE  THE RIGHT TO DO SO, AS FAILURE TO COMPLY WITH
THE  PROCEDURES SET FORTH HEREIN OR THEREIN WILL RESULT IN THE LOSS OF APPRAISAL
RIGHTS.

         A holder of record of WellTech  Common Stock as of the WellTech  record
date who makes the demand  described  below with  respect  to such  shares,  who
continuously is the record holder of such shares through the Effective Time, who
otherwise  complies with the statutory  requirements  of Section 262 of DGCL and
who  neither  votes in favor of the Merger  Agreement  nor  consents  thereto in
writing may be entitled to an appraisal by the Delaware  Court of Chancery  (the
"Delaware Court") of the fair value of his, her or its shares of WellTech Common
Stock.  All references in this summary of appraisal rights to a "stockholder" is
to the record holder or holders of shares of WellTech Stock. Except as set forth
herein,  stockholders  of WellTech  will not be entitled to appraisal  rights in
connection with the Merger.

         Under Section 262,  where a merger is to be submitted for approval at a
meeting  of  stockholders  not  less  than 20 days  prior to the  meeting,  each
constituent  corporation  must notify each of the holders of its stock for which
appraisal  rights are  available  that such  appraisal  rights are available and
include in each such notice a copy of Section 262.

         WellTech  stockholders  who desire to exercise their  appraisal  rights
must not vote in favor the Merger  Agreement  or the  Merger and must  deliver a
separate  written  demand for  appraisal  to  WellTech  prior to the vote by the
stockholders  of WellTech on the Merger  Agreement and the Merger.  A demand for

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