Definition of Change of Control of Key Energy Services, Inc.
Change of Control shall mean:
a. the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction or event (a
Business Combination) involving the Company, which results in: (A) the holders of the Companys voting securities immediately prior to the Business Combination no longer holding at least 60% of the total voting
power of (x) the entity resulting from such Business Combination (the Surviving Entity) or (y) if applicable, the parent company that directly or indirectly has beneficial ownership of at least 95% of the voting
power and (B) Platinum Equity Advisors, LLC and its affiliates no longer holding the ability to elect, directly or indirectly, (x) a majority of the members and (y) members holding a majority of the voting power, in each case, of the
board of directors of the parent (or, if there is no parent, the Surviving Entity); or
b. the consummation of a sale of
all or substantially all of the Companys assets (other than to an affiliate of Platinum Equity Advisors, LLC); or
the stockholders of the Company approve a plan of complete dissolution or liquidation of the Company.
foregoing, a Change of Control shall not include any Chapter 11 proceeding except as otherwise provided in the joint prepackaged plan of reorganization of the Company and its debtor affiliates (the
Plan) and any supplement to the Plan incorporated prior to confirmation of the Plan; and provided further, none of (1) the facts or circumstances giving rise to the commencement of, or occurring in connection with, the
any case filed for the Company or its debtor affiliates under Chapter 11 of the bankruptcy code, (2) the issuance of shares of common stock of the Company reorganized pursuant to the Plan (Reorganized Key), or
(3) implementation or consummation of any other transaction pursuant to the Plan shall constitute a change in ownership or change of control (or a change in working control) of any executory
contract or other agreement (whether entered into before or after the date the Company files the Plan).
Employment Agreement of