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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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                                                            Exhibit A to Annex I

         THIS WARRANT HAS BEEN  ACQUIRED FOR  INVESTMENT  AND NOT WITH A VIEW TO
THE DISTRIBUTION HEREOF OR OF THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON
EXERCISE  HEREOF WITHIN THE MEANING OF THE  SECURITIES ACT OF 1933 AND THE RULES
AND REGULATIONS  THEREUNDER.  NEITHER THIS WARRANT NOR THE COMMON STOCK OR OTHER
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933 OR UPON RECEIPT BY THE COMPANY OF AN OPINION SATISFACTORY AS TO FORM, SCOPE
AND SUBSTANCE OF COUNSEL ACCEPTABLE TO THE COMPANY AS TO AN EXEMPTION THEREFROM.


                          Common Stock Purchase Warrant


[Number of Shares]                                                   [Date]


          KEY ENERGY GROUP,  INC., a Maryland  corporation (the "Company"),  for
value received,  hereby certifies that , or registered  assigns,  is entitled to
purchase,  except to the extent  hereinafter  referred to, from the Company duly
authorized,  validly issued,  fully paid and nonassessable  shares (the "Warrant
Shares") of Common Stock, par value $.10 per share (the "Common Stock"),  of the
Company at the purchase price per share of $6.75 (the "Exercise Price"),  at any
time or from time to time prior to 5:00 P.M., Boston,  Massachusetts  time, on ,
2001 (the "Expiration  Date"), all subject to the terms and conditions set forth
below in this Warrant.

         This Warrant  (this  "Warrant"  and,  together  with any such  warrants
issued in  substitution  therefor  or  issued  pursuant  to the  Asset  Purchase
Agreement, the "Warrants") referred to in the Agreement and Plan of Merger dated
as of  November  , 1995 (as from time to time in  effect,  the  "Asset  Purchase
Agreement") between the Company and WellTech, Inc.

         SECTION 1.  Registration.  The Company  shall number and register  this
Warrant (and any other warrants issued in substitution herefor) in a register as
they are issued.  The Company may deem and treat the  registered  holders of the
Warrants  as the  absolute  owners  thereof  (notwithstanding  any  notation  of
ownership  or other  writing  thereon made by anyone) for all purposes and shall
not be affected by any notice to the contrary.  Notwithstanding the foregoing, a
Warrant,  if properly  assigned,  may be exercised by a new holder without a new
Warrant first having been issued.

          SECTION 2.  Registration of Transfer and Exchanges.  The Company shall
from time to time register the transfer of the Warrants in a Warrant register to
be maintained by the Company upon surrender thereof accompanied by a written 

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