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KEY ENERGY SERVICES INC filed this Form 8-K on 12/05/2017
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement effective as of the Date of Grant set forth above.



/s/ Scott P. Miller

Name:   Scott P. Miller
Title:   Senior Vice President, Operations Services and Chief Administrative Officer

The Participant (a) acknowledges receipt of the Plan incorporated herein, (b) confirms that the prospectus for the Plan has been made available to the Participant, (c) acknowledges that he or she has read this Agreement, the Plan and the Plan prospectus and understands the terms and conditions of them, (d) accepts the Performance-Based Restricted Stock Unit Award, (e) agrees to be bound by, and comply with, the terms of the Plan and this Agreement, including the restrictive covenants contained in Appendix A, and (f) agrees that all decisions and determinations of the Administrator with respect to the Performance-Based Restricted Stock Unit Award shall be final and binding on the Participant and any other person having or claiming an interest under the Performance-Based Restricted Stock Unit Award.

The Participant named below hereby accepts the terms of this Agreement and the Plan.









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