EXHIBIT 10.1

STOCKHOLDERS’ AGREEMENT

BY AND AMONG

KEANE GROUP, INC.

AND

HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETO

Dated as of January 20, 2017

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (the “ Agreement ”) is made, entered into and effective as of January 20, 2017 (the “ Effective Date ”), by and between Keane Investor Holdings, LLC, a Delaware limited liability company (“ Investor Holdco ”) and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “ Company ”).

WITNESSETH

WHEREAS, as of the date hereof, Investor Holdco owns Registrable Securities of the Company; and

WHEREAS, the parties desire to set forth certain rights of Investor Holdco with respect to the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Adverse Disclosure ” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing of such Registration Statement, but which information the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” shall mean any Person or entity, directly or indirectly controlling, controlled by or under common control with such Person or entity, including (i) a general partner, limited partner, or retired partner affiliated with such Person or entity, (ii) a fund, partnership, limited liability company or other entity affiliated with such Person or entity, (iii) a director, officer, stockholder, partner or member (or retired partner or member) affiliated with such Person or entity, or (iv) the estate of any such partner or member (or retired partner or member) affiliated with such Person or entity; provided that neither the Company nor any of its subsidiaries shall be deemed to be an Affiliate of the Holders.

“ Agreement ” has the meaning set forth in the preamble.

“ Board of Directors ” means the board of directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York are required or authorized by law or executive order to be closed.

“ Change of Control ” means the occurrence of any of the following: (i) the sale, lease or transfer, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any one Person or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) (other than the Equity Investors), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Company.

“ Cerberus Representative ” means Cerberus Capital Management, L.P., in its capacity as representative of the Cerberus Funds.

“ Cerberus Funds ” means, including any successors and permitted assigns, Cerberus International II Master Fund, L.P., Cerberus Institutional Partners, L.P. – Series Four, Cerberus Institutional Partners V, L.P., Cerberus CP Partners, L.P., Cerberus MG Fund, L.P., CIP VI Overseas Feeder, Ltd. and CIP VI Institutional Feeder, L.P.

“ Cerberus Holder ” means any Cerberus Fund that is a Holder.

“ Class A Units ” has the meaning set forth in Section 4.02(a) .

“ Company ” has the meaning set forth in the preamble.

“ Company Public Sale ” has the meaning set forth in Section 3.03(a) .

“ Company Share Equivalent ” means securities exercisable or exchangeable for, or convertible into, Company Shares.

“ Company Shares ” means the shares of common stock, par value $0.01 per share, of the Company, any Equity Securities into which such shares of common stock shall have been changed, or any Equity Securities resulting from any reclassification, recapitalization, reorganization, merger, consolidation, conversion, stock or other equity split or dividend or similar transactions with respect to such shares of common stock or such other Equity Securities.

“ Conversion Event ” has the meaning set forth in Section 4.08(b) .

“ Conversion Securities ” has the meaning set forth in Section 4.08(b) .

“ Conversion Securities Issuer ” has the meaning set forth in Section 4.08(b) .

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“ Defaulted Payment Amount ” has the meaning set forth in Section 4.02(a) .

“ Demand Company Notice ” has the meaning set forth in Section 3.01(c) .

“ Demand Notice ” has the meaning set forth in Section 3.01(a) .

“ Demand Party ” has the meaning set forth in Section 3.01(a) .

“ Demand Registration ” has the meaning set forth in Section 3.01(a) .

“ Demand Registration Statement ” has the meaning set forth in Section 3.01(a) .

“ Demand Suspension ” has the meaning set forth in Section 3.01(d) .

“ Director Requirements ” means with respect to an individual, that such individual must be qualified and suitable to serve as a member of the Board of Directors under all applicable corporate governance policies and guidelines of the Company and the Board of Directors and subject to any employment agreement or other agreement with an employee, and all applicable legal, regulatory and stock exchange requirements (other than any requirements contained in the Rule 5600 Series of the NASDAQ Listing Rules regarding director independence).

“ Effective Date ” has the meaning set forth in the preamble.

“ Eligibility Notice ” has the meaning set forth in Section 3.02(a) .

“ Equity Investors ” means (i) the Sponsors, and any other funds or managed accounts advised or managed by any Sponsor or one of a Sponsor’s Affiliates, (ii) any Person that has no material assets other than the capital stock of the Company or a direct or indirect parent of the Company, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any Equity Investor specified in clause (i) above, holds more than 50% of the total voting power of the Voting Stock thereof, and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any Equity Investor specified in clause (i) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Company (a “ Permitted Group ”), so long as (1) each member of the Permitted Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than an Equity Investor specified in clause (i) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Group.

“ Equity Securities ” means, as applicable, (i) any capital stock, membership interests or other equity interest of any Person; (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other equity interest of any Person; or (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests or other equity interest of any Person or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other equity interest of any Person.

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“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Excluded Company Shares ” has the meaning set forth in Section 2.03(a) .

“ Family Member ” means, with respect to any specified natural person (including any entities or trusts formed for estate or family planning purposes by such specified natural person), (i) any parent, child, descendant or sibling of such natural person or of such natural person’s spouse (including relationships resulting from adoption) or (ii) the spouse of such natural person or of any person covered by clause (i).

“ Final Payment Date ” has the meaning set forth in Section 4.02(a) .

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Form S-1 ” means a registration statement on Form S-1 under the Securities Act, or any comparable or successor form or forms thereto.

“ Form S-3 ” means a registration statement on Form S-3 under the Securities Act, or any comparable or successor form or forms thereto.

“ Governmental Entity ” means any federal, state, local or foreign governmental, administrative, judicial or regulatory agency, commission, court, body, entity or authority.

“ Holder ” means any holder of Registrable Securities that is a party hereto and/or any Permitted Assignee that succeeds to rights hereunder pursuant to Section 4.08 .

“ Implied Default Valuation ” has the meaning set forth in Section 4.02(a) .

“ Initial S-3 Holder ” has the meaning set forth in Section 3.02(a) .

“ Initiating Shelf Take-Down Holder ” has the meaning set forth in Section 3.02(e)(i) .

“ Investor Holdco ” has the meaning set forth in the preamble.

“ IPO ” means the first underwritten public offering and sale of Company Shares for cash pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) under the Securities Act.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

“ Keane Party ” or “ Keane Parties ” has the meaning set forth in the definition of “ Sponsor ”.

“ Keane Representative ” means S&K Management Services, LLC as representative of the Keane Parties.

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“ Law ” means foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding of any Governmental Entity.

“ Lockup Period ” means the period beginning on the date hereof until the date that is 180 days from the date of the final Prospectus filed in connection with the IPO.

“ Long-Form Registration ” has the meaning set forth in Section 3.01(a) .

“ Loss ” or “ Losses ” has the meaning set forth in Section 3.09(a) .

“ Majority Holders ” means the Holders of a majority of the Registrable Securities as determined from time to time.

“ Marketed Underwritten Offering ” means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

“ Marketed Underwritten Shelf Take-Down ” has the meaning set forth in Section 3.02(e)(iii) .

“ Marketed Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 3.02(e)(iii) .

“ Non-Participating Holder ” has the meaning set forth in Section 2.03(a) .

“ Observer ” has the meaning set forth in Section 2.01(h) .

“ Other Selling Holders ” has the meaning set forth in Section 2.03(a) .

“ Participating Holder ” means, with respect to any Registration, any Holder of Registrable Securities covered by the applicable Registration Statement.

“ Participating Majority ” has the meaning set forth in Section 3.04(b) .

“ Permitted Assignee ” has the meaning set forth in Section 4.08 .

“ Permitted Group ” has the meaning set forth in the definition of “Equity Investors”.

“ Person ” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

“ Piggyback Registration ” has the meaning set forth in Section 3.03(a) .

“ Purchase Price ” has the meaning set forth in Section 4.02(a) .

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“ Pro Rata Percentage ” means, as of any date, with respect to a Holder, a number of Registrable Securities equal to (i) the number of Registrable Securities held by such Holder as of such date divided by (ii) the number of Registrable Securities held by all Holders requesting to include Registrable Securities in a Registration Statement.

“ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.

“ Registrable Securities ” means any Company Shares now owned or hereafter acquired by a Holder; provided , however , that any such Company Shares shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such Company Shares has been declared effective under the Securities Act and such Company Shares have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Company Shares have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 or Rule 145 of the Securities Act (or any successor rule), or (iii) such Company Shares cease to be outstanding. For the avoidance of doubt, it is understood that, with respect to any Registrable Securities for which a Holder holds vested but unexercised options or other Company Share Equivalents at such time exercisable for, convertible into or exchangeable for Company Shares, to the extent that such Registrable Securities are to be sold pursuant to this Agreement, such Holder must exercise the relevant option or exercise, convert or exchange such other relevant Company Share Equivalent and transfer the underlying Registrable Securities (in each case, net of any amounts required to be withheld by the Company in connection with such exercise).

“ Registration ” means a registration with the SEC of the Company’s securities for offer and sale to the public under a Registration Statement. The terms “ Register ” and “ Registered ” shall have correlative meanings.

“ Registration Expenses ” has the meaning set forth in Section 3.08 .

“ Registration Statement ” means any registration statement of the Company that covers Registrable Securities pursuant to the provisions of this Agreement filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

“ S-3 Eligibility Date ” has the meaning set forth in Section 3.02(a) .

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“ S-3 Shelf Notice ” has the meaning set forth in Section 3.02(a) .

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Sell-Down ” has the meaning set forth in Section 2.03(a) .

“ Sell-Down Notice ” has the meaning set forth in Section 2.03(a).

“ Shelf Holder ” has the meaning set forth in Section 3.02(c) .

“ Shelf Notice ” has the meaning set forth in Section 3.02(c) .

“ Shelf Period ” has the meaning set forth in Section 3.02(b) .

“ Shelf Registration ” means a Registration effected pursuant to Section 3.02 .

“ Shelf Registration Statement ” means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 or (ii) if the Company is not permitted to file a Registration Statement on Form S-3, an evergreen Registration Statement on Form S-1, in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering all or any portion of the Registrable Securities, as applicable.

“ Shelf Suspension ” has the meaning set forth in Section 3.02(d) .

“ Shelf Take-Down ” has the meaning set forth in Section 3.02(e)(i) .

“ Short-Form Registration ” has the meaning set forth in Section 3.01(a) .

“ Special Registration ” has the meaning set forth in Section 3.12 .

“ Sponsor ” means individually and collectively, (a) the Cerberus Funds taken as a group (b) Trican, and (c) SJK Family Limited Partnership, LP (“ SJK ”), KCK Family Limited Partnership, LP (“ KCK ”), Tim Keane (“ TK ”), Brian Keane (“ BK ”), SJ Keane Family Trust (“ SK ”), Jacquelyn Keane (“ JK ”), Cindy Keane (“ CK ”) and KC Family Trust (“ KK ” and, together with SJK, KCK, TK, BK, SK, JK and CK, each, a “ Keane Party ” and collectively, the “ Keane Parties ”) taken as a group.

“ Transaction Transfer Restrictions ” has the meaning set forth in Section 2.03(a) .

“ Trican ” means Trican Well Service, L.P.

“ Trican Parent ” means Trican Well Service Ltd. and such other successors thereto as the ultimate parent entity of Trican from time to time.

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“ Trican Purchase Agreement ” means that certain Asset Purchase Agreement, dated January 25, 2016, by and among the Keane Group Holdings, LLC, Trican, Trican Parent, TriLib Management LLC, Trican LLC and Keane Frac, LP, pursuant to which, among other things, Keane Group Holdings, LLC and/or Keane Frac, LP purchased certain assets of Trican in exchange for cash and certain equity interests in Keane Group Holdings, LLC on the terms and conditions set forth therein.

“ Underwritten Offering ” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

“ Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 3.02(e)(ii) .

“ Voting Stock ” of any Person as of any date means the capital stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

Section 1.02. Other Interpretive Provisions .

(a) In this Agreement, except as otherwise provided:

(i) A reference to an Article, Section, Schedule or Exhibit is a reference to an Article or Section of, or Schedule or Exhibit to, this Agreement, and references to this Agreement include any recital in or Schedule or Exhibit to this Agreement.

(ii) The Schedules form an integral part of and are hereby incorporated by reference into this Agreement.

(iii) Headings and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.

(iv) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited liability companies and vice versa.

(v) Unless the context otherwise requires, the words “hereof” and “herein”, and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or clause. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(vi) A reference to any legislation or to any provision of any legislation shall include any amendment, modification or re-enactment thereof and any legislative provision substituted therefor.

(vii) All determinations to be made by any Holder hereunder may be made by such Holder in its sole discretion, and such Holder may determine, in its sole discretion, whether or not to take actions that are permitted, but not required, by this Agreement to be taken by such Holder, including the giving of consents required hereunder.

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(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intention or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

ARTICLE II

HOLDERS’ RIGHTS

Section 2.01. Board Representation .

(a) For so long Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (rounded up to the next whole number).

(b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board of Directors at any time (rounded up to the next whole number).

(c) For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) two or (B) 15% of the size of the Board of Directors at any time (rounded up to the next whole number).

(d) For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements.

(e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01 , the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s).

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(f) Until immediately prior to the time at which Investor Holdco ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, Investor Holdco shall vote its Company Shares to set the size of the Board of Directors at 11 individuals. For so long as Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 11 individuals.

(g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01 , or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the Board of Directors shall promptly elect such designee to the Board of Directors.

(h) As of and after the Effective Date, each of the Cerberus Representative, Trican and the Keane Representative, acting on behalf of the Keane Parties beneficially owning (directly or through Investor Holdco) in excess of 50% of the Company Shares then beneficially owned (directly or through Investor Holdco) by the Keane Parties, respectively, shall be entitled to, at its option, designate up to two individuals in the capacity of non-voting observers (the “ Observers ”) to the Board of Directors. The appointment and removal of any Observer shall be by written notice to the Board of Directors.

(i) Notwithstanding anything to the contrary, following the Effective Date: (A) if the Keane Parties as a group, directly or indirectly though Investor Holdco, cease to beneficially own at least 50% of the Company Shares beneficially owned by the Keane Parties as of the Effective Date, the Keane Parties shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign; and (B) if Trican, directly or indirectly though Investor Holdco, ceases to beneficially own at least 25% of the Company Shares beneficially owned by Trican as of the Effective Date, Trican shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign.

(j) An Observer may attend any meeting of the Board of Directors, provided , that no Observer shall have the right to vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer

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shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person.

Section 2.02. Voting .

(a) Prior to the distribution by Investor Holdco of all (but not less than all) of its Registrable Securities to its members, each member of Investor Holdco and their respective Permitted Assignees (including recipients of Registrable Securities from Investor Holdco pursuant to the provisions of Section 2.03 ) agrees, with respect to all of such Person’s Company Shares held by any of such members as of the date hereof, to vote such Person’s Company Shares as instructed by Investor Holdco. Each member of Investor Holdco (other than Investor Holdco) and each of their respective Permitted Assignees, shall take all other necessary or desirable actions within such Person’s control (including, without limitation, attending meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) to effect the voting of such Person’s Company Shares in accordance with this provision.

(b) To secure each member of Investor Holdco’s (and their respective Permitted Assignees) obligations to vote their respective Company Shares in accordance with Section 2.02(a) of this Agreement, each such Person hereby appoints an officer of Investor Holdco designated by the management board of Investor Holdco, as such Person’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Person’s Company Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Person if, and only if, such Person fails to vote all of such Person’s Company Shares or execute such other instruments in accordance with the provisions of this Agreement within five days of Investor Holdco’s written request for such Person’s written consent or signature. The proxy and power granted by each Person pursuant to this Section 2.02(b) are coupled with an interest and are given to secure the performance of such Person’s duties under this Agreement, provided, that the proxy and power set forth in this Section 2.02(b) shall not be used to affect an Other Selling Holder’s (as defined in Section 2.03(a) ) election to not participate in a Sell Down (as defined in Section 2.03(a) ). Each such member of Investor Holdco (and their respective Permitted Assignees) agrees to execute an irrevocable proxy in favor the designated individual as and when identified, if requested by Investor Holdco. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any such Person is an individual, will survive the death, incompetency and disability of such party or any other individual holder of any Person’s Company Shares, as the case may be, and, so long as such Person is an entity, will survive the merger or reorganization of such party or any other entity holding any of a Person’s Company Shares.

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Section 2.03. Sell-Downs; Distributions of Company Shares .

(a) In the event Investor Holdco proposes to effect a private block sale or resale or to demand or participate in a registered offering of Company Shares held by Investor Holdco (which such sale shall be proportionate among members of Investor Holdco) (a “ Sell-Down ”), Investor Holdco shall promptly provide written notice to each Holder and each equityholder of Investor Holdco (collectively, the “ Other Selling Holders ”), specifying the number and percentage of Company Shares then held by Investor Holdco to be sold in such Sell-Down, the number of Company Shares each Other Selling Holder shall be obligated to sell in such Sell Down (calculated on a pro rata basis based on such Other Selling Holder’s beneficial ownership of Company Shares) and all other material terms and conditions of the Sell-Down (the “ Sell-Down Notice ”). Each Other Selling Holder shall be obligated to participate in such Sell-Down, unless such Other Selling Holder delivers a written notice to Investor Holdco by the close of business on the date which is 10 Business Days after the Sell-Down Notice is delivered to such Other Selling Holder, which such notice shall include the number of Company Shares such Other Selling Holder elects to exclude from such Sell-Down (the “ Excluded Company Shares ”, and such notifying Other Selling Holder, the “ Non-Participating Holder ”). Any Other Selling Holder that does not deliver such notice shall be obligated to participate in the Sell Down with respect to the number of Company Shares set forth in the Sell-Down Notice. If any Other Selling Holder does not participate in such Sell-Down, Investor Holdco shall, unless prohibited by applicable Law, promptly distribute the Excluded Company Shares to the Non-Participating Holder, provided , that (i) the Non-Participating Holder complies with the provisions of Section 2.03(b) and (ii) the Excluded Company Shares shall be subject to the same restrictions on voting, transfer, market stand-off and lock-up provisions to which the Company Shares of Investor Holdco to be sold in the Sell-Down are subject in this Agreement and/or with respect to such Sell-Down (the “ Transaction Transfer Restrictions ”). Subject to compliance with applicable Law, the Excluded Company Shares may be sold or otherwise disposed of by a Non-Participating Holder so long as no Transaction Transfer Restriction period is in effect. Investor Holdco shall provide further notice to such Non-Participating Holder or its representatives of its intention to effect a Sell-Down not more than 30 calendar days prior to the intended date for the completion of such Sell-Down, in which event the Non-Participating Holder, after receiving notice of such Sell-Down, shall (notwithstanding its earlier election in respect of Excluded Company Shares) have the right to participate in such Sell-Down with Investor Holdco on the same terms and conditions as Investor Holdco pro rata based on the Non-Participating Holder’s beneficial ownership of Company Shares, and, if not participating in such Sell-Down, shall not sell or otherwise dispose of the Excluded Company Shares (or other Company Shares beneficially owned by such holder) during such 30 calendar day period following delivery of such notice and such longer transfer, market stand-off or lock up provision that Investor Holdco shall become subject to in connection with such Sell-Down.

(b) Any Person who receives a distribution of Company Shares shall, to the extent not already a party hereto, execute and deliver a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto, whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same benefits and obligations hereunder as the distributing Holder with respect to the distributed Registrable Securities.

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ARTICLE III

REGISTRATION RIGHTS

Section 3.01. Demand Registration .

(a) Demand Rights . At any time after the expiration of the Lockup Period, any Holders that (i) collectively and beneficially own at least 20% of the total issued and outstanding Registrable Securities or (ii) collectively and beneficially own at least 10% of the total issued and outstanding Registrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the Effective Date, (each such Holder, a “ Demand Party ”), may, subject to Section 3.11 , make a written request (a “ Demand Notice ”) to the Company for Registration of all or part of the Registrable Securities held by the Demand Party (i) on Form S-1 (a “ Long-Form Registration ”) or (ii) on Form S-3 (a “ Short-Form Registration ”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “ Demand Registration ”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of Investor Holdco on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03 . Subject to Section 3.11 , after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “ Demand Registration Statement ”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to Section 3.02(b) , the Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a Demand Suspension or Shelf Suspension is in effect instituted by the Company pursuant to Section 3.01(d) or Section 3.02(d), respectively, during such 360 day period or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto.

(b) Demand Withdrawal . The Demand Party may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon delivery of a notice by the Demand Party to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and promptly notify each other Participating Holder of such withdrawal. Subject to Section 3.08(c) , the Demand Holders shall reimburse the Company for all its reasonable out-of-pocket Registration Expenses incurred in connection with the attempted Demand Registration. If the Demand Holders reimburse the Company for its reasonable out-of-pocket Registration Expenses incurred in connection with the attempted Demand Registration, the attempted Demand Registration shall not count as a Demand Registration for purposes of Section 3.11 .

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(c) Demand Company Notice . Subject to Section 3.11 , promptly upon delivery of any Demand Notice (but in no event more than five (5) Business Days thereafter), the Company shall deliver a written notice (a “ Demand Company Notice ”) of any such Registration request to all Holders (other than the Demand Party), and the Company shall include in such Demand Registration all such Registrable Securities of such Holders which the Company has received written requests for inclusion therein within ten (10) Business Days after the date that such Demand Company Notice has been delivered except for such Registrable Securities that are withdrawn from such Demand Registration by written notice of the Holder thereof at any time prior to the effectiveness of the applicable Demand Registration Statement. All requests made pursuant to this Section 3.01(c) shall specify the aggregate amount of Registrable Securities of such Holder to be registered.

(d) Delay in Filing; Suspension of Registration . If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “ Demand Suspension ”); provided , however , that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided , further , that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to

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the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

(e) Underwritten Offering . If the Demand Party so requests, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an Underwritten Offering, and the Demand Party shall have the right to select the managing underwriter or underwriters to administer the offering. If the Demand Party intends to sell the Registrable Securities covered by its demand by means of an Underwritten Offering, the Demand Party shall so advise the Company as part of its Demand Notice, and the Company shall include such information in the Demand Company Notice.

(f) Priority of Securities Registered Pursuant to Demand Registrations . If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i)  first , shall be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on each Holder’s Pro Rata Percentage ( provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (ii)  second , and only if all the securities referred to in clause (i) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iii)  third , and only if all of the securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Section 3.02. Shelf Registration .

(a) Filing . Following the IPO, the Company shall use its reasonable best efforts to qualify for Registration on Form S-3 for secondary sales. Promptly following the date on which the Company becomes eligible to Register on Form S-3 (the “ S-3 Eligibility Date ”), the Company shall notify, in writing, Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Holders, of such eligibility and its intention to file and maintain a Shelf Registration Statement on Form S-3 covering the Registrable Securities held by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Holders, (the “ Eligibility Notice ”). Promptly following receipt of such Eligibility Notice (but in no event more than ten (10) days after receipt of such Eligibility Notice), Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, shall deliver a written notice to the Company, which notice shall specify the aggregate amount of Registrable Securities held by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, to be covered by such Shelf Registration Statement and the intended methods of distribution thereof (the “ S-3 Shelf Notice ,” and Investor

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Holdco or the Majority Holders, as applicable, in such capacity, the “ Initial S-3 Holder ”). An S-3 Shelf Notice delivered by a Demand Party shall include Registrable Securities pro rata from each Sponsor based on each such Holders’ beneficial ownership of Registrable Securities, unless Holder otherwise directs the Demand Party to include less than its pro rata share of Registrable Securities in accordance with Section 2.03 . Following delivery of the S-3 Shelf Notices, the Company (x) shall file promptly (and, in any event, within the earlier of (i) thirty (30) days of receipt of the S-3 Shelf Notices and (ii) forty (40) days after delivery of the Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Company qualifies at such time to file such a Shelf Registration Statement) relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holder and, to the extent requested under Section 3.02(c) , the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 3.02 ) and set forth in the Shelf Registration Statement and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the Securities Act (including upon the filing thereof if the Company qualifies to file an automatic Shelf Registration Statement); provided , however , that if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, reasonably believes that the Company will become S-3 eligible and delivers a S-3 Shelf Notice following the IPO but prior to the S-3 Eligibility Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Shelf Registration Statement on Form S-3.

(b) Continued Effectiveness . Subject to Section 3.01(a) , the Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 3.02(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “ Shelf Period ”). Subject to Section 3.02(d) , the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule or regulation.

(c) Company Notices . Promptly upon delivery of any S-3 Shelf Notice pursuant to Section 3.02(a) (each, a “ Shelf Notice ”) (but in no event more than five (5) Business Days thereafter), the Company shall deliver a written notice of such Shelf Notice to the Holders (other than the Initial S-3 Holder) and the Company shall include in such Shelf Registration all such Registrable Securities of such other Holders which the Company has received a written request for inclusion therein within five (5) Business Days after such written notice is delivered

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to such other Holders (each such Holder delivering such a request together with the Initial S-3 Holder, if applicable, a “ Shelf Holder ”); provided , that , except in connection with an Underwritten Shelf Takedown the Company shall not include in such Shelf Registration Registrable Securities of any Holder in an amount in excess of such Holder’s Pro Rata Percentage. If the Company is permitted by applicable law, rule or regulation to add selling stockholders to a Shelf Registration Statement without filing a post-effective amendment, a Holder may request the inclusion of an amount of such Holder’s Registrable Securities not to exceed such Holder’s Pro Rata Percentage in such Shelf Registration Statement at any time or from time to time after the filing of a Shelf Registration Statement, and the Company shall add such Registrable Securities to the Shelf Registration Statement as promptly as reasonably practicable, and such Holder shall be deemed a Shelf Holder.

(d) Suspension of Registration . If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “ Shelf Suspension ”); provided , however , that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

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(e) Shelf Take-Downs .

(i) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “ Shelf Take-Down ”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in such capacity, the “ Initiating Shelf Take-Down Holder ”) in respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement. Except as set forth in Section 3.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder.

(ii) Subject to Section 3.11 , if the Holders of a majority of the Registrable Securities included in the Shelf Registration Statement elect by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (an “ Underwritten Shelf Take-Down Notice ”) and the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as practicable. Such Holders shall have the right to select the managing underwriter or underwriters to administer such offering. The provisions of Section 3.01(f) shall apply to any Underwritten Offering pursuant to this Section 3.02(e) .

(iii) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “ Marketed Underwritten Shelf Take-Down ”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “ Marketed Underwritten Shelf Take-Down Notice ”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are Registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three (3) Business Days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered.

(iv) For so long as no black-out period as described in and subject to the terms of Section 3.04 with respect to a Marketed Underwritten Offering is then in effect, a Shelf Holder may initiate a Shelf Take-Down with respect to the Registrable Securities of such Shelf Holder so long as such Shelf Take-Down is not in the form of an Underwritten Offering.

Section 3.03. Piggyback Registration .

(a) Participation . If the Company at any time after the IPO proposes to file a Registration Statement with respect to any offering of Company Shares for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.01 or Section 3.02 , it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration of securities solely relating to an offering and sale to

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employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “ Company Public Sale ”), then, (A) as soon as practicable (but in no event less than 60 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to Investor Holdco and all Demand Parties and shall offer Investor Holdco and all Demand Parties the opportunity to Register under such Registration Statement such number of Registrable Securities as Investor Holdco and such Demand Parties may request in writing (provided that the number of Registrable Securities Registered by Investor Holdco pursuant to this section Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03 ) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c) , as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders , and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Section 3.03(b) and (c) , the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “ Piggyback Registration ”); provided that if at any time after giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of a Demand Party, to request that such Registration be effected as a Demand Registration under Section 3.01 , and (2) in the case of a determination to delay Registering, in the absence of a request by a Demand Party, that such Registration be effected as a Demand Registration under Section 3.01 , shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c) . If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the

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Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c) . Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

(b) Priority of Piggyback Registration . If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i)  first , the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on each Holder’s Pro Rata Percentage ( provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii)  second , and only if all of the Registrable Securities referred to in clause (i) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

(c) Restrictions on Holders . Notwithstanding any provisions contained herein, prior to the distribution by Investor Holdco of all its Registrable Securities held as of the date hereof to its members, Holders other than Investor Holdco or a Demand Party may not request Piggyback Registration of Registrable Securities with respect to any offering of Company Shares for the Company’s account unless Investor Holdco or a Demand Party requests such Piggyback Registration with respect to such offering.

(d) No Effect on Demand Registrations . No Registration of Registrable Securities effected pursuant to a request under this Section 3.03 shall be deemed to have been effected pursuant to Section 3.01 or Section 3.02 or shall relieve the Company of its obligations under Section 3.01 or Section 3.02.

Section 3.04. Black-out Periods .

(a) Black-out Periods for Holders . In the event of a Company Public Sale of the Company’s equity securities in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering (and, with respect to a Company Public Sale other than the IPO, if and only if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, agrees to such request), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any

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options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before and ending 180 days (in the event of the IPO) or 90 days (in the event of any other Company Public Sale) (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided , that (i) no Holder shall be subject to any such black-out period of longer duration or other greater restriction than that applicable to (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then any of the Majority Holders or (y) any director or executive officer who holds Registrable Securities and (ii) if any Holder is released from any such lockup restrictions, all other Holders shall also be released from such lockup restrictions to the same extent. If requested by the managing underwriter or underwriters of any such Company Public Sale (and, with respect to any such Company Public Sale other than the IPO, if and only if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, agrees to such request), the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

(b) Black-out Period for the Company and Others . In the case of an offering of Registrable Securities pursuant to Section 3.01 or Section 3.02 that is a Marketed Underwritten Offering, the Company and each of the Holders agree, if requested by (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then requested by Holders of a majority of the Registrable Securities participating in the Marketed Underwritten Offering (the “ Participating Majority ”), or (y) the managing underwriter or underwriters with respect to such Marketed Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would reasonably be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any

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amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before, and ending 90 days (or such lesser period as may be agreed by (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, or, (y) if applicable, the managing underwriter or underwriters) (or such other period as may be reasonably requested by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after, the date of the underwriting agreement entered into in connection with such Marketed Underwritten Offering, to the extent timely notified in writing by (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, or (y) the managing underwriter or underwriters, as the case may be; provided that (i) no Holder shall be subject to any such black-out period of longer duration or other greater restriction than that applicable to Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a Participating Majority, and (ii) if any Holder is released from any such lockup restrictions, all other Holders shall also be released from such lockup restrictions to the same extent. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form S-4 or S-8 or any successor form to such Forms or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. The Company agrees to use its reasonable best efforts to obtain from each of its directors and officers and each other holder of restricted securities of the Company which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Without limiting the foregoing (but subject to Section 3.07 ), if after the date hereof the Company or any of its Subsidiaries grants any Person (other than a Holder) any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such Marketed Underwritten Offering (and if and only if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a Participating Majority, agrees to such request), the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Section 3.05. Registration Procedures .

(a) In connection with the Company’s Registration obligations under Section 3.01 , Section 3.02 and Section 3.03 and subject to the applicable terms and conditions set forth

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therein, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable (and to take all actions reasonably necessary to cure any suspension or stop order of such Registration as promptly as reasonably practicable), and in connection therewith the Company shall:

(i) prepare the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and the Participating Holders, if any, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and the Participating Holders and their respective counsel and (y) except in the case of a Registration under Section 3.03 , not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Holder or the underwriters, if any, shall reasonably object;

(ii) as promptly as practicable file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as soon as practicable;

(iii) prepare and file with the SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be reasonably requested by any other Participating Holder necessary to keep such Registration effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

(iv) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (F) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;

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(v) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Issuer Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;

(vi) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus;

(vii) promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Holders of a majority of the Registrable Securities included in the applicable Registration Statement agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(viii) furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Participating Holder or underwriter;

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(x) on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 3.02(b) , whichever is applicable, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi) cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;

(xii) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;

(xiv) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;

(xv) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Holders of a majority of the then outstanding Registrable Securities or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;

(xvi) obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the

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closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;

(xvii) in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xviii) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;

(xix) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(xx) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xxi) use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company Shares are then quoted;

(xxii) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any Participating Holder, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Participating Holder(s) or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility; provided , that , any such Person gaining access to information regarding the Company pursuant to this Section 3.05(a)(xxii) shall agree to hold in strict confidence and shall not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has

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actual knowledge, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person; and

(xxiii) in the case of an Underwritten Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

(b) The Company may require each Participating Holder to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Participating Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each Participating Holder agrees to furnish such information to the Company and to cooperate with the Company, in each case as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c) Each Participating Holder agrees that, upon delivery of any notice by the Company of the happening of any event of the kind described in Section 3.05(a)(iv)(C), (D), or (E)  or Section 3.05(a)(v) , such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until (i) such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 3.05(a)(v) , (ii) such Participating Holder is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case may be, may be resumed, (iii) such Participating Holder is advised in writing by the Company of the termination, expiration or cessation of such order or suspension referenced in Section 3.05(a)(iv) (C) or (E) or (iv) such Participating Holder is advised in writing by the Company that the representations and warranties of the Company in such applicable underwriting agreement are true and correct in all material respects. If so directed by the Company, such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus or any Issuer Free Writing Prospectus covering such Registrable Securities current at the time of delivery of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 3.05(a)(v) or is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus may be resumed.

Section 3.06. Underwritten Offerings .

(a) Demand and Shelf Registrations . If requested by the underwriters for any Underwritten Offering requested by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, the Company shall enter into an

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underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Participating Majority, and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.09 . Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Participating Majority, shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities of such Participating Holder, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

(b) Piggyback Registrations . If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 3.03 and subject to the provisions of Section 3.03(b) and (c), arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s

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authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities of such Participating Holder, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

(c) Participation in Underwritten Registrations . Subject to the provisions of Section 3.06(a) and (b)  above, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(d) Price and Underwriting Discounts . In the case of an Underwritten Offering under Section 3.01 or Section 3.02 , the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority.

Section 3.07. No Inconsistent Agreements; Additional Rights . Article III The Company is not currently a party to, and shall not hereafter enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 3.01, Section 3.02 or Section 3.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 3.03(a)(ii) through (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 3.01 or Section 3.02 that are exercisable prior to such time as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Participating Majority, can first exercise its rights under Section 3.01 or Section 3.02, in each case without the prior written consent of Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then of the Majority Holders.

Section 3.08. Registration Expenses .

(a) Subject to Section 3.08(b) , all expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC, FINRA and if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA. (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including fees and disbursements of counsel for the underwriters in connection with “Blue Sky” qualifications of the Registrable Securities), (iii) all

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printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one legal counsel and one accounting firm as selected by the holders of a majority of the Registrable Securities included in such Registration, (ix) any underwriting discounts, commissions, fees and related expenses of underwriters, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (xiv) any other fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “ Registration Expenses .”

(b) Subject to Section 3.08(c) , Upon a withdraw by a Demand Party of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement pursuant to Section 3.01(b) , such Demand Party shall reimburse the Company for all reasonable out-of-pocket Registration Expenses.

(c) A Demand Party shall not be required to reimburse the Company for its expenses incurred in connection with an attempted Demand Registration pursuant to Section 3.08(b) (and the attempted Demand Registration shall not count as a Demand Registration for purposes of Section 3.11 ) if:

(i) the Demand Party determines in its good faith judgment to withdraw its request for such registration due to a material adverse change in the Company (other than as a result of any action by the Demand Party);

(ii) such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason (other than as a result of any act by the Demand Party) and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Demand Party’s reasonable satisfaction;

(iii) the Demand Party requests that the Company withdraw the registration at any time during a period in which a Demand Suspension or Shelf Suspension is in effect or within ten days after the termination of a period in which a Demand Suspension or Shelf Suspension is in effect; or

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(iv) the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied (other than as a result of a default or breach thereunder by the Demand Party).

Section 3.09. Indemnification .

(a) Indemnification by the Company . The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each of the Holders, each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each of their respective Representatives and, with respect to any Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of the natural person and/or the Family Members of such natural Person, from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “ Loss ” and collectively, “ Losses ”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein), any Issuer Free Writing Prospectus or amendment or supplement thereto, or any other disclosure document produced by or on behalf of the Company or any of its Subsidiaries including reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, (iii) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company or any of its Subsidiaries in connection with any such registration, qualification, compliance or sale of Registrable Securities, (iv) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities ( provided , that , in such instance the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities) or (v) any actions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto, and the Company will reimburse, as incurred, each such Holder and each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and controlling Persons, each of their respective Representatives and, with respect to any Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural Person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided , that , the Company shall not be liable to

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any particular indemnified party to the extent that any such Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof or (B) an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

(b) Indemnification by the Participating Holders . Each Participating Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and each other Holder, each of such other Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each of their respective Representatives and, with respect to any Participating Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural Person, from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities of such Participating Holder were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

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(c) Conduct of Indemnification Proceedings . Any Person entitled to indemnification under this Section 3.09 shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided , that , any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , that , any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after delivery of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action, consent to entry of any judgment or enter into any settlement, in each case without the prior written consent of the indemnified party, unless the entry of such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party, and provided , that , any sums payable in connection with such settlement are paid in full by the indemnifying party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.09(c) , in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties, or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

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(d) Contribution . If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 3.09 is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.09(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.09(d) . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Section 3.09(a) and Section 3.09(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.09(d) , in connection with any Registration Statement filed by the Company, a Participating Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amount paid by such Holders pursuant to Section 3.09(b) . If indemnification is available under this Section 3.09 , the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 3.09(a) and Section 3.09(b) hereof without regard to the provisions of this Section 3.09(d) .

(e) No Exclusivity . The remedies provided for in this Section 3.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

(f) Survival . The indemnities provided in this Section 3.09 shall survive the transfer of any Registrable Securities by such Holder.

Section 3.10. Rules 144 and 144A and Regulation S . The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders, following the IPO, to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or

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Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 3.11. Limitation on Registrations and Underwritten Offerings . Notwithstanding the rights and obligations set forth in Section 3.01 and Section 3.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 180-day period; (ii) effect any Underwritten Offering unless Holders propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $40,000,000 or 100% of the Registrable Securities then held by such Holders (if the value of such Registrable Securities is reasonably anticipated to have a net aggregate price of less than $40,000,000); (iii) effect more than five (5) Demand Registrations; or (iv) effect more than one (1) Demand Registration in any 180-day period.

Section 3.12. Clear Market . With respect to any Underwritten Offerings of Registrable Securities by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, the Company agrees not to effect (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration) covering any of its equity securities or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and sixty (60) days following the effective date of such offering or such longer period up to ninety (90) days as may be requested by the managing underwriter for such Underwritten Offering. “ Special Registration ” means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, employees, consultants, customers, lenders or vendors of the Company or its Subsidiaries or in connection with dividend reinvestment plans.

Section 3.13. In-Kind Distributions . If any Holder seeks to effectuate an in-kind distribution of all or part of its Company Shares to its direct or indirect equityholders, the Company will reasonably cooperate with and assist such Holder, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of Company Shares without restrictive legends, to the extent no longer applicable).

ARTICLE IV

MISCELLANEOUS

Section 4.01. Term . Article III of this Agreement (other than the provisions of Section 3.09 , Section 3.10 and Section 3.13 ) shall terminate with respect to any Holder (a)

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with the prior written consent of Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, in connection with the consummation of a Change of Control, (b) for those Holders that beneficially own less than five percent (5%) of the Company’s outstanding Company Shares, if all of the Registrable Securities then owned by such Holder could be sold in any ninety (90)-day period pursuant to Rule 144 (assuming for this purpose that such Holder is an Affiliate of the Company), or (c) as to any Holder, if all of the Registrable Securities held by such Holder have been sold in a Registration pursuant to the Securities Act or pursuant to an exemption therefrom. Upon the written request of the Company, each Holder agrees to promptly deliver a certificate to the Company setting forth the number of Registrable Securities then beneficially owned by such Holder.

Section 4.02. Contribution of Trican Units .

(a) Notwithstanding anything to the contrary, in the event that Trican or any of its Affiliates fail to pay, or cause to be paid, amounts due under the Trican Purchase Agreement pursuant to Section 3.8 of the Trican Purchase Agreement prior to the Final Payment Date (as defined in the Trican Purchase Agreement) (the “ Defaulted Payment Amount ”), the number of Class A units of Investor Holdco (“ Class A Units ”) held by Trican shall be immediately and automatically, without further action of Investor Holdco, the Company or any other Person, be reduced by the number of Class A Units (or fraction thereof) as set forth in Section 3.8 of the Trican Purchase Agreement, which shall have a value equal to the Defaulted Payment Amount, with the value of each such Class A Unit calculated in accordance with the good faith determination of the management board of Investor Holdco, based on the Implied Default Valuation (as defined in the Trican Purchase Agreement) divided by 1,000,000; provided , that the members of Investor Holdco agree to treat (and will cause each of their respective Affiliates to treat) such reduction in Class A Units as an adjustment to the Purchase Price (as described in Section 3.1 of the Trican Purchase Agreement) for all tax purposes. Within ten days following the Final Payment Date, Investor Holdco shall submit a notice to Trican, with a copy to the Company, in accordance with Section 10.6 of the Trican Purchase Agreement setting forth, in reasonable detail, the calculation of any such reduction and the number of Class A Units held by Trican (and the fully diluted percentage ownership thereof) after taking into account such cancellation in accordance with this Section 4.02(a) . In connection with such cancellation, Trican shall forfeit any right to any amounts due or owed with respect to such cancelled Class A Units. Notwithstanding anything to the contrary, for purposes of this Section 4.02(a) , references in the Trican Purchase Agreement to “Keane Common Equity Units” and “Class A Units” shall be deemed to refer the Class A Units under this Agreement.

(b) Promptly following any reduction in the number of Class A Units held by Trican in accordance with Section 4.02(a) , Investor Holdco shall contribute to the Company the corresponding number of Company Shares then held by Investor Holdco equal to the product of (i) the number of Company Shares then held by Investor Holdco, multiplied by (ii) a fraction, (A) the numerator of which is the number of Class A Units held by Trican that were reduced in accordance with Section 4.02(a) and (B) the denominator of which is the aggregate number of Class A Units held by all members of Investor Holdco immediately prior to the reduction of Class A Units held by Trican in accordance with Section 4.02(a) .

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Section 4.03. Injunctive Relief . It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 4.04. Attorneys’ Fees . In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

Section 4.05. Notices . Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via facsimile to the number set out below or on a Holder’s signature page hereto, as applicable, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) when transmitted via email (including via attached pdf document) to the email address set out below or on a Holder’s signature page hereto, as applicable, as applicable, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid) or (e) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties as applicable, at the address, facsimile number or email address set forth on a Holder’s signature page hereto, as applicable (or such other address, facsimile number or email address as such Holder may specify by notice to the Company in accordance with this Section 4.05 ), and the Company at the following address:

Keane Group, Inc.

212 Sage Road, Suite 370

Houston, TX 77056

Attention: James Stewart, Chairman and Chief Executive Officer

                 Gregory Powell, President and Chief Financial Officer

with copies (which shall not constitute notice) to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Stuart D. Freedman, Esq.

                  Antonio L. Diaz-Albertini, Esq.

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Section 4.06. Publicity and Confidentiality . Each of the parties hereto shall keep confidential this Agreement and the transactions contemplated hereby, and any nonpublic information received pursuant hereto, and shall not disclose, issue any press release or otherwise make any public statement relating hereto or thereto without the prior written consent of the Company and Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, unless so required by applicable law or any governmental authority; provided that no such written consent shall be required (and each party shall be free to release such information) for disclosures (a) to each party’s partners, members, advisors, employees, agents, accountants, trustees, attorneys, Affiliates and investment vehicles managed or advised by such party or the partners, members, advisors, employees, agents, accountants, trustees or attorneys of such Affiliates or managed or advised investment vehicles, in each case so long as such Persons agree to keep such information confidential or (b) to the extent required by law, rule or regulation.

Section 4.07. Amendment . The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, the Majority Holders; provided , that , any amendment, modification or waiver that would affect the rights, benefits or obligations of any Holder shall require the written consent of such Holder only if any of the following is applicable: (i) such amendment, modification or waiver would materially and adversely affect such rights, benefits or obligations of such Holder and (ii) such amendment, modification or waiver would affect such Holder in a materially worse manner than the manner in which such amendment or waiver affects the other Holders.

Section 4.08. Successors, Assigns and Transferees .

(a) Subject to Section 2.03 , the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided , that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03 ) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “ Permitted Assignee ” and all such Persons, collectively, are “ Permitted Assignees ”); provided further , that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such

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transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

(b) If the Company is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a “ Conversion Event ”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive Equity Securities of any other Person (“ Conversion Securities ”), the issuer of such Conversion Securities (a “ Conversion Security Issuer ”) shall assume (in a writing delivered to the Company and the Investor Holders), with respect to such Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities issued by the Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such Conversion Securities, mutatis mutandis . The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 4.08(b) .

Section 4.09. Binding Effect . Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors.

Section 4.10. Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than those Persons entitled to indemnity or contribution under Section 3.09 , each of whom shall be a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.

Section 4.11. Governing Law; Jurisdiction . THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES, SHALL GOVERN THE VALIDITY, CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT EXCLUSIVELY IN THE CHANCERY COURT OF THE STATE OF DELAWARE AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURT FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ADDRESS PROVIDED TO THE COMPANY IN ACCORDANCE WITH Section 4.05 , SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING.

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Section 4.12. Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 4.12 .

Section 4.13. Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.14. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

Section 4.15. Headings . The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 4.16. Joinder . Any Person that holds Company Shares may, with the prior written consent of the holders of a majority of the outstanding Registrable Securities, be admitted as a party to this Agreement upon its execution and delivery of a joinder agreement, in form and substance acceptable to the holders of a majority of the outstanding Registrable Securities, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement.

Section 4.17. Other Activities . Notwithstanding anything in this Agreement to the contrary, none of the provisions of this Agreement shall in any way limit a Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

[ Remainder of Page Intentionally Blank ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HOLDERS:

[ Signature Page to Stockholders’ Agreement ]

Exhibit 10.2

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT

This FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 25, 2017 (the “ Amendment ”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Intermediate Holdco ”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).

BACKGROUND

A.    Reference is made to that certain Note Purchase Agreement dated as of August 8,

2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Existing Note Purchase Agreement ”, and as amended by the Amendment, the “ Note Purchase Agreement ”), by and among Intermediate Holdco, the Issuer, the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and Agent.

B.    Prior to the date hereof, the parent of Intermediate Holdco, Keane Group, Inc., a Delaware corporation (“ KGI ”), consummated an initial public offering of its common equity (the “ KGI Initial Public Offering ”). The proceeds of the KGI Initial Public Offering will be used by the Purchaser to, among other things, (i) prepay in full all indebtedness outstanding under the First Lien Term Loan Documents and terminate and release all commitments, security interests and guarantees in connection therewith (the “ Refinancing ”) and (ii) prepay the Notes in an aggregate principal amount of $50,000,000 (the “ Notes Prepayment ”).

C.    The Issuer has advised the Agent and the Purchasers that the Issuer and the other Note Parties may enter into an agreement with certain lenders to provide the Note Parties with a revolving credit facility with initial aggregate commitments equal to $150,000,000 (the “ New Revolving Credit Facility ”; the entering into of the New Revolving Credit Facility by the Note Parties and the incurring of indebtedness and the granting of liens in connection therewith, the “ Subject Transaction ”) substantially on the terms set forth in the term sheet delivered by electronic mail by the Issuer to representatives of the Agent and representatives of the Purchasers on January 24, 2017.

E.    In connection with New Revolving Credit Facility, the Refinancing and the Notes Prepayment, the Issuer has requested that the Purchasers agree to certain amendments, modifications and supplements to the Existing Note Purchase Agreement, on the terms and conditions set forth herein.

F.    The Required Purchasers have consented to Issuer’s request as described above.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1.     Consent and Agreement . Effective as of the Fifth Amendment Effective Date, (a) notwithstanding anything to the contrary provided for in the Note Purchase Agreement or any of the other Note Documents, the Agents and the Purchasers hereby consent to the Subject Transactions on the terms and conditions set forth in this Amendment and (b) subject to the satisfaction of the conditions set forth in Schedule I attached hereto, (i) the Agent and the Purchasers agree, upon the request of the Issuer, to enter into an amendment to the Note Purchase Agreement to permit the Subject Transaction, in form and substance reasonably satisfactory to the Agent and the Required Purchasers (it being agreed and acknowledged that the form of amendment previously delivered by electronic mail by the Issuer to representatives of the Agent and representatives of the Purchasers on January 24, 2017 is reasonably satisfactory to the Agent and the Purchasers) and (ii) the Agent and the Purchasers agree to use commercially reasonable efforts to negotiate in good faith and enter into such additional amendments, modifications or other changes to the Note Purchase Agreement and the other Note Documents as may be (x) reasonably necessary to effectuate the provisions, terms and agreements contemplated by this Amendment, (y) reasonably necessary to cure any ambiguity, omission, defect or inconsistency therein and (z) mutually agreed upon with the Issuer.

2.     Amendment to Existing Note Purchase Agreement . Effective as of the Fifth Amendment Effective Date, Section 1.2 of the Note Purchase Agreement is hereby amended by adding the following sentence at the end of the definition of “Excess Cash Flow”:

“Notwithstanding anything to the contrary herein, for the avoidance of doubt, any cash proceeds received in connection with the issuance of common equity of KGI as part of the KGI Initial Public Offering shall not constitute Excess Cash Flow.”

3.     Intercreditor Agreement . Effective as of the Fifth Amendment Effective Date, the Agent and the Purchasers agree to use commercially reasonable efforts to negotiate in good faith and enter into a customary split-collateral intercreditor agreement with the agent under the New Revolving Credit Facility, in form and substance reasonably satisfactory to the Agent and the Required Purchasers.

4.     Representations and Warranties . Each of the Note Parties hereby:

(a)    reaffirms all representations and warranties made to Agent and Purchasers under the Note Purchase Agreement and each of the other Note Documents, and confirms that such representations and warranties are true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) is true and correct in all respects) on and as of the date hereof (other than any representation or warranty that expressly relates to an earlier date, in which case each such representation or warranty is true and correct in all material respects as of such earlier date);

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(b)    reaffirms all of the covenants contained in the Note Purchase Agreement and covenants to abide thereby until all Obligations and other liabilities of Note Parties to Agent and Purchasers, of whatever nature and whenever incurred, are satisfied and/or released by Agent and Purchasers;

(c)    represents and warrants that, as of the date hereof, no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement or any of the other Note Documents;

(d)    represents and warrants that, as of the date hereof, no event or development has occurred since the Closing Date which has had or is reasonably likely to have a Material Adverse Effect; and

(e)    represents and warrants that (i) such Note Party has full power, authority and legal right to enter into this Amendment and all other agreements, instruments or other documents related hereto and to perform all of its respective Obligations under the Note Documents as amended hereby and thereby, (ii) this Amendment and all other agreements, instruments or other documents required hereby, if any, have been duly executed and delivered by each Note Party, and this Amendment and the Note Documents as amended hereby and by any such agreements, instruments or documents required hereby constitute the legal, valid and binding obligation of such Note Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, (iii) the execution, delivery and performance of this Amendment and all other agreements, instruments or other documents required hereby, if any, (a) are within such Note Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Note Party’s Organization Documents or to the conduct of such Note Party’s business or of any material agreement or undertaking to which such Note Party is a party or by which such Note Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Note Purchase Agreement, all of which will have been duly obtained, made or compiled prior to the effective date hereof and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property may be bound; and

5.     Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the date on which such conditions have been satisfied, the “ Fifth Amendment Effective Date ”) (it being understood that the amendments set forth in Section 2 shall not be effective unless and until the Fifth Amendment Effective Date occurs):

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(a)    Agent shall have received this Amendment, duly authorized, executed and delivered by the Issuer, Intermediate Holdco, each of the other Note Parties and the Required Purchasers.

(b)    The Refinancing and Notes Prepayment shall have been consummated.

(c)    Issuer shall have paid or reimbursed Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto for which the Issuer has received an invoice.

(d)    All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the effective date hereof (except to the extent any such representation, warranty or schedule is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) shall be true and correct in all respects), and no Default or Event of Default shall have occurred and be continuing on the effective date hereof.

6.     Reaffirmation of Note Purchase Agreement and Note Documents .     Except as modified by the terms hereof, all of the terms and conditions of the Note Purchase Agreement and each of the other Note Documents are hereby reaffirmed and shall continue in full force and effect as therein written.

7.     Confirmation of Indebtedness and Release .     Each Note Party, by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Agreement and the other Note Documents, as reflected in the books and records of Agent and Purchasers as of the date hereof, are unconditionally owing from and payable by the Issuer, and that the Issuer is indebted to Agent and Purchasers with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Note Party, by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Purchaser relating to this Amendment (or any document, agreement or instrument relating hereto), the Note Purchase Agreement or any other Note Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the amendments set forth herein, each Note Party, by its signature below, hereby waives and releases and forever discharges Agent and Purchasers, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of the Note Parties on or before the date of this Amendment that any Note Party may now have against Agent or Purchasers or any of them arising out of or relating to the Obligations, this Amendment, the Note Purchase Agreement or the other Note Documents.

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8.     Required Purchaser Direction and Waiver . By its execution and delivery of its signature page hereto, each of the undersigned Purchasers (i) is authorizing and directing Agent to (a) execute this Amendment and (b) execute any further modifications, amendments, waivers or consents provided to it as may be necessary or otherwise desirable by the Purchasers to effectuate the Subject Transactions and the agreements contemplated by this Amendment, (ii) hereby waives any notice of prepayment with respect to the Notes Prepayment required under Section 2.4 of the Note Purchase Agreement and (iii) is authorizing and directing Agent to waive receipt of the notice of prepayment with respect to the Notes Prepayment otherwise required under Section 2.4 of the Note Purchase Agreement.

9.     Miscellaneous .

(a)    No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b)    The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c)    No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d)    The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(e)    This Amendment may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic transmission shall bind the parties hereto.

(f)    This Amendment shall constitute a Note Document and the failure to comply with any covenant herein shall be an Event of Default under the Note Purchase Agreement.

(g)    For the avoidance of doubt, Agent’s rights, protections, indemnities and immunities provided in the Note Purchase Agreement shall apply to Agent for any actions taken or omitted to be taken under this Amendment and any other related agreements in any of its capacities.

[ Signatures appear on the following pages ]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Fifth Amendment to Note Purchase Agreement]

[Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

SCHEDULE I

(a)    Agent shall have received an Additional Guarantor Supplement and Pledge Agreement, in each case, duly authorized and executed by KGI and KGH, and all related UCC financing statements shall have been filed and all Pledged Equity issued by Intermediate Holdco shall have been delivered to the Agent, and Agent shall have received such additional documents relating to the perfection of Liens under the Note Purchase Agreement as are required to be delivered to the agent under the New Revolving Credit Facility (to the extent not already received by the Agent).

(b)    Agent shall have received the final New Revolving Credit Facility, on substantially the terms set forth in the term sheet previously delivered to representatives of the Agent, in form and substance reasonably satisfactory to Agent and the Required Purchasers.

EXHIBIT 10.3

KEANE GROUP, INC.

FORM OF RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “ Award Agreement ”), is made effective as of January 23, 2017 (the “ Grant Date ”), between Keane Group, Inc., a Delaware corporation (the “ Company ”), and [●] (the “ Participant ”).

1. Issuance of Restricted Stock . Subject to the terms and conditions of the Keane Group, Inc. Equity and Incentive Award Plan (the “ Plan ”) and the additional terms and conditions set forth in this Award Agreement, the Company hereby issues to the Participant [●] shares of Common Stock under the Plan (the “ Shares ”). The Shares are subject to certain restrictions as set forth in the Plan and this Award Agreement. Until the Participant becomes vested in a share of Restricted Stock, the Shares are referred to herein as “ Restricted Stock .”

2. Vesting .

(a) The Participant shall become vested in the Restricted Stock (but will remain subject to the terms of this Award Agreement and the Plan) with respect to 33.33% of the Restricted Stock on October 1, 2017 (the “ Initial Vesting Date ”), and with respect to an additional 33.33% of the Restricted Stock on each of the next two anniversaries of the Initial Vesting Date (each such date, a “ Vesting Date ”), provided that, the Participant does not incur a Termination before the applicable Vesting Date.

(b) Notwithstanding the foregoing, upon a Change in Control, all Restricted Stock, to the extent not previously forfeited or terminated, shall immediately vest and cease to be subject to forfeiture (but will remain subject to the terms of this Award Agreement and the Plan).

3. Termination of Service .

(a) Subject to Section 3(b), all unvested Restricted Stock shall be forfeited upon the Participant’s Termination for any reason.

(b) If the Participant incurs a Termination without Cause, (i) the Restricted Stock that would have vested on the next Vesting Date following the Participant’s Termination shall vest upon such Termination, and (ii) the Participant’s remaining unvested Restricted Stock shall remain outstanding for a period of 90 days following the date of Termination and if a Change in Control occurs within such 90 day period, then all of the Participant’s unvested Restricted Stock shall vest upon such Change in Control. If a Change in Control does not occur within such 90 day period, the Participant shall forfeit the unvested Restricted Stock on the 91 ^st day following the Participant’s Termination.

(c) For the purposes of this Award Agreement, “ Cause ” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

4. Dividend and Voting Rights . Upon the Grant Date, the Participant shall be the record owner of the Restricted Stock unless and until the Shares are forfeited upon the Participant’s Termination, and as record owner, the Participant shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to

the Restricted Stock; provided that (a) any cash or in-kind dividends paid with respect to unvested Restricted Stock shall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, the Participant becomes vested in shares of Restricted Stock becomes vested and (b) the Restricted Stock shall be subject to the limitations on transfer and encumbrance set forth in this Agreement and the Plan.

5. Certificates . The Company shall recognize the Participant’s ownership of the Restricted Stock through uncertificated book entry, another similar method, or issuance of stock certificates representing the Restricted Stock. Any stock certificates will be registered in the Participant’s name, bear any legend that the Committee deems appropriate to reflect any restrictions on transfer, and be held in custody by the Company or its designated agent until the Participant becomes vested in shares of Restricted Stock.

6. Transferability . The Restricted Stock may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided , that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

7. Incorporation by Reference . The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof. The Participant accepts this Award subject to all the terms and provisions of the Plan. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee, as appropriate, upon any questions arising under the Plan or this Award Agreement. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan shall govern and control.

8. Securities Representations . The Shares are being issued to the Participant and this Award Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933 (the “ Securities Act ”) and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 7;

(b) The Shares must be held indefinitely by the Participant unless (i) an exemption from the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”);

(c) The exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company,

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(ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

9. Capitalized Terms . All capitalized terms used, but not defined herein shall have the meaning given such term under the Plan.

10. Captions . The captions in this Award Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

11. Entire Agreement . This Award Agreement together with the Plan, as either of the foregoing may be amended or supplemented in accordance with their terms, constitute the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersedes all prior communications, representations and negotiations in respect thereto.

12. Prior Equity Award . The Restricted Stock granted to the Participant pursuant to this Award Agreement is a substitution for the award granted to the Participant under the Keane Management Holdings LLC Management Incentive Plan.

13. Successors and Assigns . The terms of this Award Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns. The Participant may not assign any of the rights or obligations under the Award Agreement without the prior written consent of the Company. The Company may assign its rights and obligations to another entity which will succeed to all or substantially all of the assets and business of the Company.

14. Amendments and Waivers . Subject to the provisions of the Plan, the provisions of this Award Agreement may not be amended, modified, supplemented or terminated, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of each of the parties hereto.

15. Severability . In the event that any provision of this Award Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

16. Signature in Counterparts . This Award Agreement may be signed in counterparts, each which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

17. Notices . Any notice required to be given or delivered to the Company under the terms of the Plan or this Award Agreement shall be in writing and addressed to the General Counsel and the Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address listed in the Company’s personnel files or to such other address as the Participant may designate in writing from time to time to the Company. All notices shall be deemed to have been given or

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delivered upon: personal delivery; three days after deposit in the United States mail by certified or registered mail (return receipt requested); one business day after deposit with any return receipt express courier (prepaid); or one business day after transmission by facsimile.

18. Governing Law . This Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

19. Consent to Jurisdiction . Each of the parties hereto hereby irrevocably and unconditionally agrees that any action, suit or proceeding, at law or equity, arising out of or relating to the Plan, this Award Agreement or any agreements or transactions contemplated hereby shall only be brought in any federal court of the Southern District of New York or any state court located in New York County, State of New York, and hereby irrevocably and unconditionally expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and hereby irrevocably and unconditionally waives (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such action, suit or proceeding. Each party hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts.

20. Waiver of Jury Trial . THE PARTIES HERETO HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AWARD AGREEMENT OR THE VALIDITY, INTERPRETATION OR ENFORCEMENT HEREOF. THE PARTIES HERETO AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AWARD AGREEMENT AND WOULD NOT ENTER INTO THIS AWARD AGREEMENT IF THIS SECTION WERE NOT PART OF THIS AWARD AGREEMENT.

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IN WITNESS WHEREOF , the parties hereto have executed this Award Agreement as of the first date set forth above.

[ Signature Page to Restricted Stock Agreement ]

Exhibit 10.4

LIMITED LIABILITY COMPANY AGREEMENT

OF

KEANE INVESTOR HOLDINGS LLC

January 20, 2017

i

ii

iii

THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT

OF

KEANE INVESTOR HOLDINGS LLC,

a Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT of Keane Investor Holdings LLC, a Delaware limited liability company (the “ Company ”), is made effective as of January 20, 2017 (this “ Agreement ”), by and among the Cerberus Funds, JS Keane Coinvestor LLC (“ JS ”), Trican Well Service, L.P. (“ Trican ”), SJK Family Limited Partnership, LP (“ SJK ”), KCK Family Limited Partnership, LP (“ KCK ”), Tim Keane (“ TK ”), Brian Keane (“ BK ”), SJ Keane Family Trust (“ SK ”), Jacquelyn Keane (“ JK ”), Cindy Keane (“ CK ”), KC Family Trust (“ KK ” and, together with SJK, KCK, TK, BK, SK, JK and CK, each, a “ Keane Party ” and collectively, the “ Keane Parties ”), the Cerberus Representative, the Keane Representative, and the Persons listed on Schedule A hereto (the “ Management Members ” and, together with the Cerberus Funds, JS, Trican and the Keane Parties and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “ Members ”).

RECITALS:

1. A Certificate of Formation of the Company was filed with the Secretary of State of the State of Delaware on October 11, 2016; and

2. In accordance with the Act, the holders of Units of the Company wish to enter into this Agreement to: (i) set forth the respective rights, powers and interests of such parties with respect to the Company; (ii) establish the terms for the issuance of interests therein; and (iii) provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I.

GENERAL PROVISIONS

Section 1.1 Registered Office

The registered agent and office of the Company in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. A majority vote of the Class A Units Held by the Class A Members may change said registered office from one location to another in the State of Delaware.

Section 1.2 Other Offices

The Company may have one or more offices as may be established from time to time by the Management Board.

Section 1.3 Purpose; Nature of Business Permitted; Powers

The purpose to be conducted or promoted by the Company is to engage in the following activities:

(i) to acquire, own, hold, vote, sell, Transfer, convey, safekeep, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with, the Keane Group Stock in accordance with the terms hereof; and

(ii) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the Laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purpose.

Section 1.4 Limited Liability of Members

No Member or any of its Affiliates or Affiliated Individuals shall have any liability for the debts, obligations or liabilities of the Company or of any other Member. Except as provided in Section 11.7, subject to the provisions of this Agreement, including, without limitation, Article XI hereof, any liability of any Member or any of its Affiliates or Affiliated Individuals to another Member or to the Company hereunder shall be limited to the Units of such Member or its Affiliates.

Section 1.5 Tax Classification; No State Law Partnership

The Members intend that the Company shall be treated as a partnership for federal, state and local tax purposes. Each Member and the Company agree to file all tax returns and otherwise take all tax and financial reporting positions in a manner consistent with such treatment. No provision of this Agreement shall be deemed or construed to constitute the Company (including its Subsidiaries) as a partnership (including a limited partnership) or joint venture, or any Member as a partner of or with any other Member for any purposes other than tax purposes.

Section 1.6 Definitions

Unless the context otherwise requires, the terms defined in this Section 1.6 shall, for the purposes of this Agreement, have the meanings herein specified (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ 1933 Act ” has the meaning set forth in Section 12.15.

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“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“ 1940 Act ” means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

“ 50% Trigger Date ” has the meaning set forth in Section 3.7(f).

“ Act ” means the Delaware Limited Liability Company Act (as it may be amended from time to time and any successor to such Act).

“ Additional Units ” has the meaning set forth in Section 2.2(b)(ii).

“ Affiliate ” means, with respect to a Person, another Person that directly or indirectly controls, is controlled by or is under common control with such first Person; provided , however , that for purposes only of the term “Permitted Transferee”, the term “Affiliate” shall have the meaning ascribed to it therein. For the avoidance of doubt, for purposes of this Agreement, including, without limitation, the definition of “Permitted Transferee,” an Affiliate of the Cerberus Funds includes, without limitation, any entity or fund directly or indirectly controlled by the Persons that, as of the date hereof, control the Cerberus Funds.

“ Affiliated Individual ” means, with respect to a Person, any individual who is an officer, director, shareholder, employee, partner or member of such Person or an individual who is related by blood, marriage or adoption to any of the foregoing.

“ Agreement ” has the meaning set forth in the Preamble.

“ Asset ” means an asset owned by the Company or its Subsidiaries.

“ Bankruptcy ” means, with respect to any Person, a “ Voluntary Bankruptcy ” or an “ Involuntary Bankruptcy ”. A “ Voluntary Bankruptcy ” shall mean, with respect to any Person, (i) an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors, (ii) the filing of any petition or answer by such Person seeking to adjudicate it bankrupt or insolvent or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of such Person or its debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking, consenting to or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property, or (iii) corporate action taken by such Person to authorize any of the actions set forth above. An “ Involuntary Bankruptcy ” shall mean, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, Law or regulation or the filing of any such petition against such Person which order or petition shall not be dismissed within 90 days or, without the consent or acquiescence of such

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Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within 90 days.

“ Budget Act ” means the Bipartisan Budget Act of 2015 and any provisions of the Code or the Regulations promulgated thereunder.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which banks in New York City are required or permitted by Law to be closed.

“ BK ” has the meaning set forth in the Preamble.

“ Call Option ” has the meaning set forth in Section 5.5(e)(i).

“ Call Option Exercise Notice ” has the meaning set forth in Section 5.5(e)(iii).

“ Capital Account ” has the meaning set forth in Section 2.3(a).

“ Capital Call Valuation ” has the meaning set forth in Section 2.2(b)(ii).

“ Capital Contribution ” means, with respect to any Member, the amount of money or the value of other assets, in each case contributed to the Company in exchange for Units in the Company.

“ Cash Available for Distribution ” means all cash receipts and cash equivalents of the Company after deducting payments for accounts payable by the Company, amounts necessary to establish and maintain a minimum cash reserve of $2,500,000 and any other amounts that the Management Board determines in good faith are required to be set aside for the restoration, increase or creation of reserves related to extraordinary events.

“ Cause ” means, unless otherwise defined in a MIP Agreement, either (i) “cause” or such similar term as defined in an employment agreement (or other arrangement, including, but not limited to, any severance arrangement) between the Management Member and Keane Group or its Subsidiaries; or (ii) if no such employment agreement (or other arrangement, including, but not limited to, any severance arrangement) exists or “cause” or such similar term is not defined therein, with respect to a Management Member, as determined by Keane Group in its reasonable judgment: (a) the Management Member’s indictment for a felony or any crime involving dishonesty, moral turpitude or theft; (b) the Management Member’s conduct in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (c) the Management Member’s willful misconduct; (d) the Management Member’s contravention of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the board of directors of Keane Group or the person to whom the Management Member reports; (e) the Management Member’s material breach of the Management Member’s obligations under the Management Incentive Plan, a MIP Agreement or any other agreement between the Management Member and Keane Group and its Subsidiaries; (f) any acts of dishonesty by the Management Member resulting or intending to result in personal gain or enrichment at the expense of Keane Group, its Subsidiaries or Affiliates; or (g) the Management Member’s failure to comply with a material policy of Keane Group, its Subsidiaries or Affiliates.

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“ CEO Manager ” has the meaning set forth in Section 3.1(b)(ii).

“ Cerberus Contribution Loan ” has the meaning set forth in Section 2.2(b)(iii).

“ Cerberus Funds ” means, including any successors and permitted assigns, Cerberus International II Master Fund, L.P., Cerberus Institutional Partners, L.P. – Series Four, Cerberus Institutional Partners V, L.P., Cerberus CP Partners, L.P., Cerberus MG Fund, L.P., CIP VI Overseas Feeder, Ltd. and CIP VI Institutional Feeder, L.P.

“ Cerberus Managers ” has the meaning set forth in Section 3.1(b)(ii).

“ Cerberus Representative ” means, unless otherwise designated by the Cerberus Funds, Cerberus Capital Management, L.P., in its capacity as the representative of the Cerberus Funds.

“ Certificate of Formation ” means the Certificate of Formation referred to in the first Recital of this Agreement and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Act.

“ Change of Control ” means the first to occur of any of the following events: (i) one Person other than the Cerberus Funds becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the then issued and outstanding securities of Keane Group; (ii) a reduction in the Cerberus Funds’ beneficial ownership, directly or indirectly, to less than thirty percent (30%) of the combined voting power of the then issued and outstanding securities of Keane Group, or (iii) the sale, transfer or other disposition of all or substantially all of the business and assets of Keane Group, whether by sale of assets, merger or otherwise (determined on a consolidated basis), to one Person other than to Cerberus Funds. Notwithstanding anything herein to the contrary, the following shall not constitute a Change of Control: (a) an initial public offering of Keane Group common stock; (b) any acquisition of Keane Group’s securities directly from Keane Group; (c) any acquisition by Keane Group; (d) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Keane Group or any Affiliate; and (e) any transaction described in clause (iii) above solely for equity securities of the survivor or transferee that is publicly-traded unless the Cerberus Funds have sold at least fifty percent (50%) of the equity securities acquired by it in the survivor or the transferee in such sale of assets, merger or other disposition.

“ Class A Member ” means any Member owning Class A Units, or any series or classification thereof, according to the books and records of the Company.

“ Class A Units ” shall mean the Class A Units of the Company representing limited liability company interests in the Company, having such rights associated with such Class A Units as set forth in this Agreement.

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“ Class B Member ” means any Management Member holding Class B Units, or any series or classification thereof, according to the books and records of the Company.

“ Class B Units ” means the Class B Units of the Company representing limited liability company interests in the Company, having such rights associated with such Class B Units as set forth in this Agreement, the Management Incentive Plan, any Management Member’s MIP Agreement or any employment agreement with the applicable Management Member.

“ Class C Member ” means any Member holding Class C Units, or any series or classification thereof, according to the books and records of the Company.

“ Class C Interests ” has the meaning set forth in Section 2.1(d).

“ Class C Units ” means the Class C Units of the Company representing limited liability company interests in the Company, having such rights associated with such Class C Units as set forth in this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Company ” has the meaning set forth in the Preamble.

“ Competitive Business ” has the meaning set forth in Section 4.5(a).

“ Confidential Information ” has the meaning set forth in Section 12.12(a).

“ Control ” means, with respect to any Person, the power of another Person, through ownership of equity, contract rights or otherwise, to direct the management and policies of such Person, and “ controlled ” and “ controlling ” have correlative meanings.

“ Covered Person ” means (i) a current or former Member or Manager, a Tax Matters Member, an Affiliate of a current or former Member or Manager, or any officer, director, shareholder, partner, member, employee, representative or agent of a current or former Member or Manager or any of their respective Affiliates and (ii) any current or former officer of the Company or former officer of Keane Group Holdings, LLC, in each case whether or not such Person continues to have the applicable status referred to above; provided that the term “Covered Person” shall exclude any employee of the Company or its Subsidiaries that is not a current or former officer of the Company or former officer of Keane Group Holdings, LLC.

“ Deemed Allocated Stock ” has the meaning set forth in Section 3.7(c).

“ Defaulted Payment Amount ” has the meaning set forth in Section 4.6(a).

“ Depreciation ” means, for each taxable period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such taxable period, except that if the Gross Asset Value of such asset differs from its adjusted basis for federal income tax purposes at the beginning of such taxable

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period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such taxable period bears to such beginning adjusted tax basis; provided , however , that if the adjusted basis for federal income tax purposes of an asset at the beginning of such taxable period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Management Board.

“ Disclosing Member ” has the meaning set forth in Section 12.12(c).

“ Drag-Along Rights ” has the meaning set forth in Section 5.3(a)(iii).

“ Drag-Along Sale ” has the meaning set forth in Section 5.3(a).

“ Dragged Member ” has the meaning set forth in Section 5.3(a).

“ Dragged Members ” has the meaning set forth in Section 5.3(a).

“ Dragging Member ” has the meaning set forth in Section 5.3(a).

“ Effective Date ” means the date of this Agreement.

“ Eligible Stockholder ” has the meaning set forth in Section 5.4(a).

“ Equity Securities ” means, as applicable, (i) any capital stock, membership interests or other equity interest of any Person; (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other equity interest of any Person; or (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests or other equity interest of any Person or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other equity interest of any Person.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Excluded Stock ” has the meaning set forth in Section 3.7(c).

“ Exercise Period ” has the meaning set forth in Section 5.4(a).

“ Exercising Member ” has the meaning set forth in Section 5.4(b).

“ Existing Holder ROFO ” has the meaning set forth in Section 5.6(a).

“ Existing Holder ROFO Acceptance ” has the meaning set forth in Section 5.6(c).

“ Existing Holder ROFO Notice ” has the meaning set forth in Section 5.6(b).

“ Existing Holder ROFO Units ” has the meaning set forth in Section 5.6(a).

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“ Existing Holders ” has the meaning set forth in Section 5.5(a).

“ Fair Market Value ” means, with respect to any property other than cash, the value of such property that a buyer would be willing to pay in an arms’ length transaction between a ready and willing buyer and a seller under no compulsion to sell as determined in good faith by the Management Board.

“ Family Member ” means, as to any individual Person, that Person’s spouse, sibling, child, step child, grandchild, or parent, or the spouse of any of the foregoing, or a trust or family limited partnership, or other similar structure for the benefit of such Person or any of the foregoing.

“ Financing Sources ” has the meaning set forth in Section 5.5(e)(i).

“ First Class C Threshold ” means, with respect to any particular date, the amount set forth on Schedule C attached hereto with respect to such date.

“ Fiscal Year ” means the 12-month period commencing on January 1 and ending on December 31, or such other commencement and ending dates as the Management Board may determine.

“ Foreclosure Notice ” has the meaning set forth in Section 5.5(e)(ii).

“ GAAP ” means United States generally accepted accounting principles, as in effect from time to time.

“ Governmental Entity ” means any federal, state, local or foreign governmental, administrative, judicial or regulatory agency, commission, court, body, entity or authority.

“ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the fair market value of such asset at the time it is accepted by the Company, unreduced by any liability secured by such asset, as reasonably determined by the Management Board;

(ii) the Gross Asset Values of all Assets shall be adjusted to equal their respective fair market values, unreduced by any liabilities secured by such assets, as reasonably determined by the Management Board as of the following times: (x) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (y) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company; and (z) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided , however , that an adjustment described in clauses (x) and (y) of this paragraph shall be made only if the Management Board reasonably determines that such an adjustment is necessary to reflect the relative economic interests of the Members;

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(iii) the Gross Asset Value of any Asset distributed to any Member shall be adjusted to equal the fair market value of such asset on the date of distribution, unreduced by any liability secured by such asset, as reasonably determined by the Management Board; and

(iv) the Gross Asset Value of all Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and paragraph (vi) of the definition of “ Profits ” and “ Losses ”; provided , however , that Gross Asset Value shall not be adjusted pursuant to this paragraph (iv) to the extent that an adjustment pursuant to paragraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (i), (ii) or (iv) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“ Held ”, “ Hold ”, “ Holder ” or “ Holding ” means, with respect to a specified number or percentage of the Units, being the record holder of, and having pecuniary interest in, such number or percentage of Units.

“ Imputed Underpayment ” has the meaning set forth in Section 8.3.

“ Indebtedness ” of any Person at any date, means without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business, and excluding earnouts, escrows, holdbacks and similar deferred payment obligations), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all capital leases of such Person, (vi) all guarantees of such Person in respect of obligations of the kind referred to in clauses (i) through (v) above, and (vii) all obligations of the kind referred to in clauses (i) through (v) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any lien on property or assets owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation.

“ Indemnifiable Losses ” has the meaning set forth in Section 11.1.

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“ Indemnitee ” has the meaning set forth in Section 11.1.

“ Indemnified Party ” has the meaning set forth in Section 11.5.

“ Initial Public Offering ” means a bona fide underwritten initial public offering of Equity Securities of the Company, pursuant to an effective registration statement filed under the 1933 Act (excluding registration statements filed on Form S-8, any similar successor form or another form used for a purpose similar to the intended use for such forms).

“ Initial Purchase Agreement ” means that certain Amended and Restated Purchase Agreement, dated as of March 4, 2011, by and among Keane Fracing Acquisition Corp., the Keane Parties, Keane Brothers, L.P. and other parties thereto.

“ Instrument of Accession ” means an instrument of accession, a form of which is attached hereto as Exhibit A .

“ Investor Holdings Subsidiary ” means any Subsidiary of the Company other than Keane Group and any Subsidiary of Keane Group.

“ Investor Members ” means (i) Cerberus Funds taken as a group, as represented by the Cerberus Representative, (ii) Trican and (iii) the Keane Parties taken as a group, as represented by the Keane Representative.

“ Involuntary Bankruptcy ” has the meaning set forth in the definition of Bankruptcy.

“ KCK ” has the meaning set forth in the Preamble.

“ Keane Control Group ” means the Company and their respective Affiliates (as defined in Rule 12b-2 of the 1934 Act), or any person who is an express assignee or designee of their respective rights under Keane Group’s certificate of incorporation (and such assignee’s or designee’s respective Affiliates) and who is or becomes a party to the Stockholders’ Agreement.

“ Keane Group ” means Keane Group, Inc., a Delaware corporation.

“ Keane Group Contribution and Exchange Agreement ” means that certain Contribution and Exchange Agreement, dated as of the date hereof, by and between the Company and Keane Group.

“ Keane Group Stock ” means the common stock, par value $0.01 per share, of Keane Group acquired by the Company pursuant to the Keane Group Contribution and Exchange Agreement and Equity Securities into which such shares of common stock shall have been changed, or any Equity Securities resulting from any reclassification, recapitalization, reorganization, merger, consolidation, conversion, stock or other equity split or dividend or similar transactions with respect to such shares of common stock or other Equity Securities.

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“ Keane Manager ” has the meaning set forth in Section 3.1(b)(ii).

“ Keane Party ” or “ Keane Parties ” has the meaning set forth in the Preamble.

“ Keane Representative ” means S & K Management Services, LLC, in its capacity as the representative of the Keane Parties.

“ KK ” has the meaning set forth in the Preamble.

“ Law ” means any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding of any Governmental Entity.

“ Major Decision ” means:

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“ Management Board ” has the meaning set forth in Section 3.1(a).

“ Management Distributions ” means all distributions to the Class B Members in any applicable fiscal year, including, for the avoidance of doubt, any projected distributions that would be made to the Class B Members in connection with any transaction for which the First Class C Threshold, and if applicable, the Second Class C Threshold, is calculated.

“ Management Incentive Plan ” means the Keane Investor Holdings LLC Management Incentive Plan, as amended and restated, which was formerly called the “Keane Management Holdings LLC Management Incentive Plan” prior to its assignment to the Company.

“ Management Member ” has the meaning set forth in the Preamble.

“ Manager ” means an individual on the Management Board.

“ Member Approval ” has the meaning set forth in Section 3.2(c)(i).

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“ Member Contribution and Exchange Agreements ” means those certain Contribution and Exchange Agreements, dated as of the date hereof, by and among the Company and certain Members, pursuant to which such Members contributed certain Equity Securities to the Company in exchange for Class A Units, Class B Units and Class C Units as set forth therein.

“ Members ” has the meaning set forth in the Preamble.

“ MIP Agreement ” means a written award agreement between a Management Member and Keane Management Holdings LLC, as amended and assigned, effective on the Effective Date, to the Company as successor to Keane Management Holdings LLC.

“ New Issue Securities ” has the meaning set forth in Section 5.4(a).

“ New Rules ” has the meaning set forth in Section 12.2(a).

“ Non-Exercising Member ” has the meaning set forth in Section 5.4(b).

“ Non-Participating Member ” has the meaning set forth in Section 3.7(c).

“ Notice of Acceptance ” has the meaning set forth in Section 5.4(b).

“ Observers ” has the meaning set forth in Section 3.1(b)(iii).

“ Officer ” means any officer of the Company appointed in accordance with this Agreement.

“ Over-allotment Notice ” has the meaning set forth in Section 5.4(b).

“ Permitted Transferee ” means: (i) with respect to any Member who is not a natural person, any Affiliate of such Member ( provided that for purposes of this clause (i), “Affiliate” shall mean, with respect to the Member in question, that such Member solely controls, is controlled solely by or under common control with such Affiliate (and no Person other than the common controlling Person controls such Affiliate) and such Member or its ultimate parent owns, directly or indirectly, more than 80% of the economic interests of such Affiliate and provided further that notwithstanding the immediately preceding proviso, Affiliates as further defined in the second sentence of the definition of Affiliate are affiliates for purposes of this clause (i); (ii) with respect to any Member who is a natural person (including any entities or trusts formed for estate or family planning purposes by such natural person), (x) upon the death of such natural person, any Person in accordance with such natural person’s will or the Laws of intestacy; (y) the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural person, provided that such natural person shall not be released from his obligations under this Agreement as a Member; and (iii) in the event of the dissolution, liquidation or winding up of any such Person that is a corporation, partnership or limited liability company, the stockholders of a corporation that is such Person, the partners of a partnership that is such Person, the members of a

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limited liability company that is such Person or a successor corporation all of the stockholders of which or a successor partnership all of the partners of which or a limited liability company all of the members of which are the Persons who were the stockholders of such corporation or the partners of such partnership or the members of such limited liability company immediately prior to the dissolution, liquidation or winding up of such Person; provided further , however , that no such Transfer under any one or more of the foregoing clauses (i) through (iii) to any such Person shall be permitted where such Transfer (x) fails to comply with the terms of Section 5.1, including, without limitation, by reason of a failure to comply in any respect with any federal or state securities Laws, including, without limitation, the 1940 Act, or (y) would result in the Company becoming subject to the 1934 Act.

“ Person ” means any individual, corporation, association, partnership (general or limited), joint venture, trust, joint-stock company, estate, limited liability company, Series, unincorporated organization or other legal entity or organization.

“ Pledged Units ” has the meaning set forth in Section 5.5(e)(i).

“ Preemptive Right Notice ” has the meaning set forth in Section 5.4(a).

“ Profits ” or “ Losses ” means for each taxable period, an amount equal to the taxable income or loss for such taxable period. Such amount shall be determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) any income that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;

(ii) any expenditures described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss;

(iii) in the event that the Gross Asset Value of any Asset is adjusted pursuant to paragraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

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(v) in lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss there shall be taken into account Depreciation for such taxable period, computed in accordance with the definition of Depreciation; and

(vi) to the extent an adjustment to the adjusted tax basis of any Asset pursuant to Code Section 734(b) or 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses.

“ Pro Rata Portion ” means, with respect to any Tag-Along Member in a Tag-Along Sale: (i) with respect to Class A Units, such portion of its Class A Units which represents the same proportion of the total number of Class A Units owned of record by such Tag-Along Member, as the total number of Class A Units proposed to be Sold by the Tag-Along Selling Member, represents to the total number of Class A Units owned of record by such Tag-Along Selling Member; (ii) with respect to Class B Units, such portion of its vested Class B Units which represents the same proportion of the total number of vested Class B Units owned of record by such Tag-Along Member, as the total number of Class A Units proposed to be Sold by the Tag-Along Selling Member, represents to the total number of Class A Units owned of record by such Tag-Along Selling Member; and (iii) with respect to Class C Units, such portion of its Class C Units which represent the same proportion of the total number of Class C Units owned of record by such Tag-Along Member that are in-the-money as determined by the then applicable strike amount for the Class C Interests as set forth on Schedule C and Schedule D as if such Class C Units were converted to Class A Units on a fully diluted basis pursuant to the Management Board’s reasonable good faith determination of Fair Market Value for such Units immediately prior to the Tag-Along Sale (and the Management Board may retain an independent valuation firm to make such determination), as the total number of Class A Units proposed to be Sold by the Tag-Along Selling Member, represents to the total number of Class A Units owned of record by such Tag-Along Selling Member.

“ Proportionate Class A Unit Percentage ” shall mean, with respect to any Member, the fraction the numerator of which is the number of Class A Units then Held by such Member and the denominator of which is the aggregate number of Class A Units then Held by all Members.

“ QIB ” means a “ qualified institutional buyer ” within the meaning of Rule 144A under the 1933 Act.

“ Regulations ” means the federal income tax regulations promulgated by the Treasury Department under the Code, as such regulations may be amended from time to time. All references herein to a specific section of the Regulations shall be deemed also to refer to any corresponding provisions of succeeding Regulations.

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“ Representative ” has the meaning set forth in Section 10.2.

“ Restricted Period ” has the meaning set forth in Section 5.1(a).

“ Sale ” means the direct or indirect sale, assignment, transfer or other disposition for value of (i) beneficial ownership (as used in Rule 13d-3(a) under the 1934 Act) or (ii) the economic interest, in each case, of Units (including, without limitation, by reorganization, merger or sale of substantially all of the assets of, or sale of beneficial ownership or the economic interest of ownership interests in, any holding company a majority of the assets of which (on a consolidated basis with its subsidiaries) consist of Units ( provided that any such sale shall only constitute a “Sale” of the pro rata portion of such underlying Units)); provided that the term “Sale” shall exclude any assignment (as collateral), mortgage, pledge, hypothecation, encumbrance or similar grant of interest pursuant to any bona fide financing. The terms “Sell” and “Sold” have corresponding meanings.

“ Sale-of-the-Company ” means the sale of all or substantially all of the consolidated assets of the Company, whether held by the Company or one or more of its Subsidiaries and whether by way of an asset sale, direct or indirect equity interest sale, security sale, tender offer, merger, consolidation or other similar transaction.

“ Second Class C Threshold ” means, with respect to any particular date, the amount set forth on Schedule D attached hereto with respect to such date.

“ Sell-Down ” has the meaning set forth in Section 3.7(c).

“ Sell-Down Notice ” has the meaning set forth in Section 3.7(c).

“ Selling Holder ” has the meaning set forth in Section 5.6(a).

“ Side Letter ” means any letter agreement between the Company and any employee of the Company or its Subsidiaries relating to or in connection with such employee’s employment, compensation, participation in any incentive program or otherwise. In the event of any conflict between (i) a Side Letter between any employee of the Company or its Subsidiaries and the Company and (ii) this Agreement, such Side Letter shall control with respect to such employee.

“ SJK ” has the meaning set forth in the Preamble.

“ Stockholders’ Agreement ” means the Keane Group Stockholders’ Agreement, dated as of the date hereof, by and among the Company and the other parties thereto, as amended from time to time.

“ Subsidiary ” of a Person means any corporation, partnership, limited liability company, trust and other entity, whether incorporated or unincorporated, with respect to which such Person, directly or indirectly, legally or beneficially, owns (i) a right to a majority of the profits of such entity; or (ii) securities having the power to elect a majority of the board of directors or similar body governing the affairs of such entity.

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“ Tag-Along Members ” has the meaning set forth in Section 5.2(a).

“ Tag-Along Notice ” has the meaning set forth in Section 5.2(a).

“ Tag-Along Offered Units ” has the meaning set forth in Section 5.2(a)(i).

“ Tag-Along Right ” has the meaning set forth in Section 5.2(a)(vi).

“ Tag-Along Sale ” has the meaning set forth in Section 5.2(a).

“ Tag-Along Selling Member ” has the meaning set forth in Section 5.2(a).

“ Tax Matters Member ” has the meaning set forth in Section 8.1.

“ Territory ” means the United States (including Alaska and Hawaii), including its territorial waters.

“ Third Party Claim ” has the meaning set forth in Section 11.5.

“ Transaction Notice ” has the meaning set forth in Section 4.5(a).

“ Transaction Transfer Restrictions ” has the meaning set forth in Section 3.7(c).

“ Transfer ” means the direct or indirect sale, lease, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance, gift, bequest or other transfer or disposition of any interest (legal or beneficial) in any security (including, without limitation, transfer by reorganization, merger, sale of substantially all of the assets, sale of interests in any entity substantially all the assets of which comprise securities subject to the restrictions in this Agreement, or by operation of law); provided that (i) the direct or indirect sale, lease, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance, gift, bequest or other transfer or disposition of any securities constituting equity of a Member that does not result in a change of Control of such Member will not be deemed a Transfer and (ii) any direct or indirect sale or transfer (whether by merger, amalgamation or reorganization) of equity interests of Trican Parent will not be deemed a Transfer so long as such sale or transfer does not involve the Sale or Transfer of Trican’s Units separately from the direct or indirect sale or transfer of the equity interests of Trican Parent.

“ Trican ” has the meaning set forth in the Preamble.

“ Trican Closing Date ” means the “Closing Date” as set forth in the Trican Purchase Agreement.

“ Trican Manager ” has the meaning set forth in Section 3.1(b)(ii).

“ Trican Parent ” means Trican Well Service Ltd. and such other successors thereto as the ultimate parent entity of Trican from time to time.

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“ Trican Purchase Agreement ” means that certain Asset Purchase Agreement, dated January 25, 2016, by and among the Keane Group Holdings, LLC, Trican, Trican Parent, TriLib Management LLC, Trican LLC and Keane Frac, LP, pursuant to which, among other things, Keane Group Holdings, LLC and/or Keane Frac, LP purchased certain assets of Trican in exchange for cash and certain equity interests in Keane Group Holdings, LLC on the terms and conditions set forth therein.

“ Trican Repayment ” has the meaning set forth in Section 2.2(b)(iii).

“ Trican Required Contribution ” has the meaning set forth in Section 2.2(b)(iii).

“ Trican ROFO ” has the meaning set forth in Section 5.5(a).

“ Trican ROFO Acceptance ” has the meaning set forth in Section 5.5(c).

“ Trican ROFO Exercising Member ” has the meaning set forth in Section 5.5(c).

“ Trican ROFO Non-Exercising Member ” has the meaning set forth in Section 5.5(c).

“ Trican ROFO Notice ” has the meaning set forth in Section 5.5(b).

“ Trican ROFO Over-allotment Notice ” has the meaning set forth in Section 5.5(c).

“ Trican ROFO Units ” has the meaning set forth in Section 5.5(a).

“ TK ” has the meaning set forth in the Preamble.

“ Units ” means the units issued by the Company representing a fractional part of the ownership of the Company and having the rights, preferences and obligations specified in this Agreement.

“ Voluntary Bankruptcy ” has the meaning set forth in the definition of Bankruptcy.

Any capitalized term not defined herein shall have the meaning ascribed to such term in the Act.

Section 1.7 Certificates; Approval

Each Officer of the Company and any other person designated by the Management Board, which initially shall be Lucas Batzer, Lisa Gray, Lenard Tessler and Scott Wille, is an authorized Person within the meaning of the Act to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction within the United States in which the Company may wish to conduct business. Reuben Zaramian is hereby designated as an “ authorized person ” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Each Officer of the Company is hereby authorized to execute and deliver any documents on behalf of the Company in connection

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with the Initial Public Offering and any associated restructuring of Keane Group and its Affiliates, including the Member Contribution and Exchange Agreements and the Keane Group Contribution and Exchange Agreement, and any actions previously taken with respect thereto are hereby authorized and approved.

Section 1.8 Term

The term of the Company shall begin on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until terminated in accordance with the provisions hereof or pursuant to the Act.

ARTICLE II.

UNITS, CAPITAL

CONTRIBUTIONS AND CAPITAL ACCOUNTS

Section 2.1 Units

(a) As of the date hereof, membership interests in the Company shall be represented by Units, each having the rights, privileges and obligations as provided in this Agreement, including, without limitation, Class A Units, Class B Units and Class C Units.

(b) Title to assets of the Company, whether real, personal or mixed, tangible or intangible, shall be deemed to be owned by the Company, and no Member, individually or collectively, shall have any ownership interest in such assets or any portion thereof.

(c) The Units shall be uncertificated unless the Management Board otherwise determines.

(d) The Class C Units issued to Trican shall initially be classified as the “ Class C Interests ”. Distributions made in connection with the Class C Interests shall be made in accordance with Section 7.1. The Class C Interests shall have no scheduled date of expiration and shall convert into other equity securities upon a dissolution, liquidation or similar event of the Company in accordance with Section 10.3.

(e) Class B Units, or any classification or series thereof, are issued to each Management Member, subject to the terms of this Agreement, pursuant to the Management Incentive Plan and the Management Member’s MIP Agreement, each of which has been assigned to, and assumed by, the Company.

Section 2.2 Capital Contributions

(a) Capital Contributions . Certain of the Members have contributed interests in KG Fracing Acquisition Corp., KSD Newco Corp., Keane Group Holdings, LLC, Keane Management Holdings LLC, CIP VI Keane International, LLC and CIP VI Keane Overseas, LLC in exchange for certain Class A Units, Class B Units and Class C Units of the Company. The Members’ ownership of Units as of the date of this Agreement is as reflected on Schedule B hereto.

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(b) Additional Capital Contributions .

(i) Other than as the Management Board determines in its reasonable discretion is necessary to pay reasonable third party (and not, for the avoidance of doubt, any Member’s or such Member’s Affiliates) costs and expenses incurred by the Company in carrying out its business not to exceed $2,500,000 per annum, including, without limitation, liability and other insurance premiums, expenses incurred in the preparation of reports to the Members and any third party legal, accounting and other professional fees and expenses, none of the Members shall have any further capital commitment with regard to the ongoing conduct of the business of the Company beyond their respective initial Capital Contributions; provided , that, no requirement to fund additional capital pursuant to this Section 2.2(b) shall apply to any Management Member.

(ii) If the Management Board determines in good faith that it is necessary or desirable for the Company to obtain additional Capital Contributions, subject to Section 2.2(b)(i), the Management Board may at any time and from time to time request that each Class A Member make such additional Capital Contribution in cash pro rata in accordance with the percentage of Class A Units then Held by each such Class A Members and each Class A Member may elect to make such additional Capital Contribution ( provided , that to the extent not all Class A Members make such additional Capital Contributions up to their full pro rata portion, the Class A Members that do elect to make such additional Capital Contributions may elect to make additional Capital Contributions to satisfy the Company’s request for Capital Contributions up to their respective pro rata portion as between such Class A Members so contributing) and shall receive a number of additional Class A Units (with respect to each contributing Class A Member, in proportion to the Class A Units held by such Class A Member prior to the additional Capital Contribution) at a value per Class A Unit calculated to reflect the Management Board’s reasonable good faith determination of Fair Market Value for such Class A Units immediately prior to the Capital Contribution (the “ Capital Call Valuation ”) (and the Management Board may retain an independent valuation firm to make such determination) (the “ Additional Units ”). The Company shall reflect any such additional Capital Contributions in its books and records as promptly as practicable following receipt of the relevant Capital Contribution. For the avoidance of doubt, a Class A Member’s decision to elect not to make an additional Capital Contribution, as requested pursuant to this Section 2.2(b), shall not result in any remedy, forfeiture, penalty or payment due or owed to the Company, such decision being a voluntary decision of each Class A Member.

(iii) Notwithstanding anything to the contrary, with respect to any request by the Management Board to make any additional Capital Contributions pursuant to Section 2.2(b)(ii) that are to be contributed to the Company on or prior to March 16, 2017, Trican may elect to require the Cerberus Funds, collectively, to contribute Trican’s respective share of such additional Capital Contributions (the “ Trican Required Contribution ”) and Trican shall receive from the Company all of the Additional Units issuable in connection with the Trican Required Contribution if such election is made; provided , that such Trican Required Contribution by the Cerberus Funds shall take the form of a one-year member loan, bearing

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interest at a rate of 15% per annum compounded quarterly, to the Company (the “ Cerberus Contribution Loan ”) and Trican shall be required to contribute to the Company the full amount of such Cerberus Contribution Loan (including accrued interest thereon) (the “ Trican Repayment ”) within 12 months of the date of such Cerberus Contribution Loan; provided , further , that: (i) if Trican so contributes the full amount of the Trican Repayment (including accrued interest thereon) to the Company within 12 months of the date of the Cerberus Contribution Loan, the Company shall distribute such amount (which shall include interest paid) to the applicable Cerberus Funds, as designated by the Cerberus Representative, in satisfaction of the Cerberus Contribution Loan; and (ii) if Trican does not so contribute the full amount of the Trican Repayment (including accrued interest thereon) to the Company within 12 months of the date of the Cerberus Contribution Loan, then the equivalent number of Class A Units (based on the Capital Call Valuation for such Class A Units) Held by Trican equal to the amount of the Trican Repayment (including accrued interest thereon) not so contributed to the Company shall be automatically cancelled and forfeited and the same number of Class A Units shall be issued to the applicable Cerberus Funds, as designated by the Cerberus Representative, in satisfaction of the Trican Repayment (and accrued interest thereon). In the event that a Sale-of-the-Company or other dissolution or liquidation event of the Company occurs prior to the full Trican Repayment (including accrued interest thereon), or satisfaction thereof in accordance with this Section 2.2(b), then any related proceeds that would otherwise be distributable to Trican in connection therewith shall be distributed to the applicable Cerberus Funds, as designated by the Cerberus Representative, unless and until the full amount of the Cerberus Contribution Loan (including accrued interest thereon) has been repaid.

(iv) In the event of a Trican Required Contribution by the Cerberus Funds, the Keane Parties shall have the opportunity, but not the obligation to participate in such Trican Required Contribution by contributing up to their pro rata portion (as determined in proportion to the aggregate amount of Class A Units Held by the Cerberus Funds and the Keane Parties) of the amount of the Cerberus Contribution Loan in exchange for their corresponding pro rata portion of the Trican Repayment (including interest thereon), in each case in accordance with the terms of Section 2.2(b)(iii).

(c) Withholding of Distributions to Fund Capital Contributions . In the event of a secondary offering of Keane Group Stock by the Company, the Management Board may authorize the withholding of up to $2,500,000 from the Investor Members to fund the costs and expenses of the Company in lieu of requiring contributions (to the extent of such withholding) from the Investor Members pursuant to clause (b) above.

(d) Payment of Capital Contributions . Any Capital Contributions in cash made by the Members shall be made in U.S. dollars by wire transfer of federal funds to an account or accounts of the Company specified by the Company or the Management Board. Except as otherwise provided herein, no Member shall be entitled to any compensation by reason of its Capital Contribution or by reason of serving as a Member. No Member shall be required to lend any funds to the Company.

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Section 2.3 Capital Accounts

(a) Capital Accounts . A capital account (“ Capital Account ”) shall be maintained for each Member in accordance with this Section 2.3. A Member’s Capital Account shall be increased by (i) the amount of money contributed by the Member to the Company, (ii) the initial Gross Asset Value of property contributed by the Member to the Company, as determined by the contributing Member and the Management Board (net of liabilities that the Company is considered to assume or take subject to pursuant to Code Section 752), and (iii) allocations to the Member of Profits pursuant to Article VI. A Member’s Capital Account shall be decreased by (x) the amount of money distributed to the Member, (y) the Gross Asset Value of any property so distributed to the Member as determined by the distributee Member and the Management Board (net of any liabilities that such Member is considered to assume or take subject to pursuant to Code Section 752), and (z) allocations to the Member of Losses pursuant to Article VI.

(b) Negative Capital Account . No Member shall be required to make up a deficit balance in such Member’s Capital Account or to pay to any Member the amount of any such deficit in any such account.

(c) Credit of Capital Contribution . For purposes of computing the balance in a Member’s Capital Account, no credit shall be given for any Capital Contribution which such Member is to make until such Capital Contribution is actually made.

Section 2.4 Admission of New Members

Unless otherwise permitted under Article V, new Members may only be admitted to membership in the Company with the approval of the Management Board. A new Member must agree in writing to be bound by the terms and provisions of the Certificate of Formation and this Agreement, each as may be amended from time to time, and must execute a counterpart of, or an agreement adopting, this Agreement and any other related agreement as the Management Board may require. Upon admission, the new Member shall have all rights and duties of a Member of the Company; provided , however , that such new Member shall only be entitled to such voting rights as are provided pursuant to this Agreement.

Section 2.5 Interest

No interest shall be paid or credited to the Members on their Capital Accounts or upon any undistributed amounts held by the Company.

Section 2.6 Capital Withdrawal Rights, Interest and Priority

Except as expressly provided in this Agreement, no Member shall be entitled to withdraw or reduce such Member’s Capital Accounts in whole or in part until the dissolution, liquidation and winding-up of the Company, except to the extent that distributions pursuant to Article VII represent returns of capital. A Member who withdraws or purports to withdraw as a Member of the Company without the consent of all of the Members or as otherwise allowed by this Agreement shall be liable to the Company for any damages suffered by the Company on account of the breach and shall not be entitled to receive any payment in respect of its Units in the Company or a return of its Capital Contribution until the time otherwise provided herein for distributions to Members.

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Section 2.7 Management Members/Management Incentive Plan.

(a) A Management Member shall be eligible to become vested in his or her Class B Units in accordance with the Management Incentive Plan, the applicable MIP Agreement and this Agreement. Any Class B Units that are forfeited by a Management Member pursuant to the terms of the Management Incentive Plan or the applicable MIP Award Agreement shall be cancelled and cease to be issued or outstanding. Except in connection with the issuance of Class B Units to Management Members listed on Schedule A hereto on the Effective Date in exchange for corresponding class b interests of Keane Management Holdings LLC, no Class B Units or other equity incentive grants shall be issued to employees or Managers pursuant to the Management Incentive Plan (or any similar plan of the Company) on or after the Effective Date.

(b) Except as otherwise provided in a Management Member’s MIP Agreement, a Management Member shall become vested in his or her Class B Units at such time and upon such terms and conditions as set forth below unless otherwise determined by the Manager:

(i) Class B Units shall vest with respect to thirty-three and one-third percent (33-1/3 ^rd %) of the Class B Units on the first anniversary of the date on which an award under the Management Incentive Plan was granted to the Management Member and with respect to an additional thirty-three and one-third percent (33-1/3 ^rd %) on each of the next two anniversaries thereafter (each such anniversary, a “ Vesting Date ”), subject to the Management Member’s continued service with the Company or its Subsidiaries on each Vesting Date.

(ii) Notwithstanding the foregoing, upon a Change of Control which occurs prior to an initial public offering of Keane Group common stock, all of a Management Member’s Class B Units, to the extent not previously forfeited or terminated, shall immediately vest.

(iii) All unvested Class B Units shall be forfeited by a Management Member upon the termination of a Management Member’s service with Keane Group or its Subsidiaries for any reason. Notwithstanding the foregoing, if a Management Member’s service with Keane Group or its Subsidiaries is terminated as the result of a termination of a Management Member’s employment with Keane Group and its Subsidiaries without Cause, (i) the Management Member’s Class B Units that would have vested on the next Vesting Date following the Management Member’s termination shall vest upon such termination of employment, and (ii) the Management Member’s remaining unvested Class B Units shall remain outstanding for a period of ninety (90) days following the date of termination and if a Change of Control occurs within such ninety (90) day period, then all of the Management Member’s unvested Class B Units shall vest upon such Change of Control. If a Change of Control does not occur within such ninety (90) day period, the Management Member’s unvested Class B Units shall be forfeited on the ninety-first (91 ^st ) day following the Management Member’s termination. All vested Class B Units shall be subject to repurchase by the Company or Keane Group in accordance with Section 12 of the Management Incentive Plan. Notwithstanding the foregoing, all vested and unvested Class B Units shall be forfeited upon the termination of a Management Member’s service by Keane Group or its Subsidiaries for Cause.

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ARTICLE III.

MANAGEMENT OF THE COMPANY

Section 3.1 Company Governance.

(a) Management by the Management Board . The Company hereby establishes a Management Board for the Company (the “ Management Board ”), which shall have all of the powers of a board of directors of a Delaware corporation. Except as otherwise expressly provided in this Agreement, the Management Board shall have the exclusive right and full power and authority to manage and control the business and affairs of the Company and its Subsidiaries and to take any action deemed necessary or desirable by it in connection with the business of the Company and its Subsidiaries.

(b) Size; Initial Composition; Election of Managers; Term .

(i) The authorized number of Managers on the Management Board shall be seven, subject to increase or reduction, as applicable, in accordance with this Article III.

(ii) As of and after the Effective Date, subject to Section 3.1(b)(iv), the composition of the Management Board shall consist of seven members as follows:

In addition, each of the Cerberus Representative, on behalf of the Cerberus Funds, Trican and the Keane Representative, on behalf of the Keane Parties Holding in excess of 50% of the Class A Units then Held by the Keane Parties, respectively, shall be entitled to designate in advance an alternate manager, who can temporarily act in place of a Cerberus Manager, a Trican Manager or a Keane Manager, respectively, who is unable to participate in a meeting of the Management Board. Effective as of the date hereof, (I) the names of the Cerberus Managers are Scott Wille, Lenard Tessler, Lisa Gray and Lucas Batzer, (II) the name of the CEO Manager is James Stewart, (III) the name of the Keane Manager is Shawn Keane and (IV) the name of the Trican Manager is Dale Dusterhoft, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with this Agreement.

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(iii) As of and after the Effective Date, each of the Cerberus Representative, acting on behalf of the Cerberus Funds, Trican and the Keane Representative, acting on behalf of the Keane Parties Holding in excess of 50% of the Class A Units then Held by the Keane Parties, respectively, shall be entitled to, at its option, designate up to two individuals in the capacity of non-voting observers (the “ Observers ”). The appointment and removal of any Observer shall be by written notice to the Management Board. Except to the extent that an Observer has or is reasonably likely to have an actual or potential conflict of interest (as determined in good faith by the Management Board) with respect to the subject matter of a meeting of the Management Board or any committee of the Management Board or a portion of such meeting, the Observer shall be permitted to attend all meetings of the Management Board or any committee of the Management Board and shall receive all materials and communications relating to such meetings as and when received by the Managers; provided that Observers shall not have access to any portion of a meeting of the Management Board or any committee of the Management Board at which privileged and confidential information is discussed, and shall not receive any materials and communications related thereto. The Observers shall have no authority to vote on any matter presented to the Management Board or any committee of the Management Board.

(iv) Notwithstanding anything to the contrary, following the Effective Date: (A) if the Keane Parties as a group cease to Hold at least 50% of the Class A Units Held by the Keane Parties as of the Effective Date, the Keane Parties shall no longer be entitled to designate any individual to the Management Board under Section 3.1(b)(ii) or have any right to appoint Observers under Section 3.1(b)(iii) and (I) shall cause any such individual so designated or appointed by them to immediately resign and (II) the size of the Management Board shall be reduced by one Manager; and (B) if Trican ceases to Hold at least 25% of the Class A Units held by Trican as of the Effective Date, Trican shall no longer be entitled to designate any individual to the Management Board under Section 3.1(b)(ii) or have any right to appoint Observers under Section 3.1(b)(iii) and (I) shall cause any such individual designated or appointed by them to immediately resign, and (II) the size of the Management Board shall be correspondingly reduced by one Manager.

(v) In the event of any vacancy on the Management Board resulting from the departure of a Cerberus Manager, a Trican Manager or Keane Manager, other than pursuant to Section 3.1(b)(iv), the Cerberus Representative on behalf of the Cerberus Funds, Trican or the Keane Representative on behalf of the Keane Parties Holding in excess of 50% of the Class A Units then Held by the Keane Parties, respectively, shall be entitled to designate the replacement Manager. In the event that, for any reason or for no reason, the individual that is the CEO Manager is no longer the Chief Executive Officer of Keane Group, such individual shall be deemed to have automatically resigned as the CEO Manager from the Management Board, and the resulting vacancy on the Management Board shall be filled by the individual that is thereafter appointed to the positon of Chief Executive Officer of Keane Group.

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(vi) Each Manager shall serve until his or her successor is duly elected or appointed and qualified, or until such Manager’s death or disability, or until such Manager is replaced in accordance with Section 3.1(b)(v), resigns in accordance with Section 3.1(c) or is removed in accordance with Section 3.1(b)(iv) or Section 3.1(d).

(c) Resignation by Managers . A Manager may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the time specified in such notice or, if not so specified, immediately upon receipt of such notice by the Company. The vacancy on the Management Board caused by any such resignation shall be filled in accordance with Section 3.1(b)(v).

(d) Removal of Managers . Any Cerberus Manager, Trican Manager or Keane Manager may be removed with or without cause only with the consent of the Cerberus Representative on behalf of the Cerberus Funds, Trican or the Keane Representative on behalf of the Keane Parties Holding in excess of 50% of the Class A Units then Held by the Keane Parties respectively. The vacancy on the Management Board caused by any such removal shall be filled in accordance with Section 3.1(b)(v).

(e) Board Action; Quorum . Each Manager attending a meeting of the Management Board (in person or by telephone) shall have the right to cast, on each vote taken at such meeting, one vote. Except as expressly provided in this Agreement, (i) at all meetings of the Management Board, the presence in person or by telephone of a majority of the Managers shall constitute a quorum for the transaction of business, and (ii) at any Management Board meeting at which a quorum is present, the act of a majority of the Managers present at such meeting shall, subject to Section 3.2(c), constitute the act of the Management Board. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if a written consent is signed by all of the Managers.

(f) Limitation on Liability of Member of the Management Board . Managers shall not, solely by reason of being a Manager, be personally liable for the expenses, liabilities or obligations of the Company whether arising in contract, tort or otherwise.

Section 3.2 Authority, Duties and Obligations of the Management Board

(a) Except as otherwise expressly provided in this Agreement, the Management Board shall have the authority, on behalf of the Company, to take any action or make any decisions on behalf of the Company hereunder, to carry out any and all of the purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto.

(b) Without limiting Section 3.2(a), each of the Members, by executing this Agreement, authorizes the Company and the Management Board to make such regulatory and other filings as shall be required in connection with the acquisition of the Keane Group Stock and the operation of the business of the Company, all without any further act, vote or approval of the Company, any Member or any other Person notwithstanding any other provision of this Agreement, the Act or applicable Law, rule or regulation. In furtherance of the foregoing, unless otherwise directed in writing by the Management Board, the Company and the Management Board hereby designate the Cerberus Representative to sign on behalf of the Company with respect to any such regulatory and/or other filings to be made by the Company pursuant to this Section 3.2(b).

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(c) Actions Requiring Certain Approvals .

(i) Subject to the provision of Section 3.2(c)(ii) and Section 3.2(c)(iii), the Company shall be prohibited from taking or agreeing to take any action constituting a Major Decision without the unanimous approval of the Investor Members Holding Class A Units.

(ii) If the Keane Parties as a group cease to Hold at least 50% of the Class A Units Held by the Keane Parties as of the Effective Date, then notwithstanding the foregoing, the Company shall only be required to obtain the voting approval of a majority of the Investor Members Holding Class A Units, including the voting approval of Trican subject to Section 3.2(c)(iii) (but not the voting approval of the Keane Representative), before taking or agreeing to take any action pursuant to Section 3.2(c)(i) (other than with respect to items (i), (ii), (iv), (v), (viii)-(xi) and (xiv) of the definition of Major Decision).

(iii) If Trican ceases to Hold at least 50% of the Class A Units Held by Trican as of the Effective Date, then notwithstanding the foregoing, the Company shall only be required to obtain the voting approval of a majority of the Investor Members Holding Class A Units, including the voting approval of the Keane Representative subject to Section 3.2(c)(ii) (but not the voting approval of Trican), before taking or agreeing to take any action pursuant to Section 3.2(c)(i) (other than with respect to items (i), (ii), (iv), (v), (viii)-(xi) and (xiv) of the definition of Major Decision).

(iv) During the occurrence of any enforcement of any financial covenant or obligation in which a lender or financing source may exercise voting rights with respect to any pledged or encumbered Units, or other security event affecting Trican or Trican Parent and the enforcement of such security event that results in the Transfer of any Units or equity interests in the Company from Trican or Trican Parent, the Company shall only be required to obtain the voting approval of a majority of the Investor Members Holding Class A Units and Trican’s (or if applicable in such security event, Trican’s or Trican Parent’s lender or financing source so enforcing its rights in such security event), voting, consent, veto and appointment rights shall not be required before taking or agreeing to take any action under this Agreement, including pursuant to Article III and Article IV. Trican shall cause, and shall cause Trican Parent to cause, any lender or financing source holding any pledge or other similar encumbrance over any of Trican’s or Trican Parent’s direct or indirect equity interests in the Company to acknowledge the terms of this Section 3.2(c)(iv).

Section 3.3 Other Activities of the Members of the Management Board

The members of the Management Board shall devote as much of their time to the affairs of the Company as in the judgment of the members of the Management Board the conduct of the Company’s business shall reasonably require, and the members of the Management Board shall not be obligated to do or perform any act or thing in connection with the business of the

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Company not expressly set forth herein. Nothing contained in this Agreement shall be deemed to preclude the members of the Management Board from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities for the account of any such other business, for its own accounts or for other clients. No Member shall, by reason of being a Member, have any right to participate in any manner in any profits or income earned, derived by or accruing to the members of the Management Board or any of their Affiliates from the conduct of any business other than the business of the Company (to the extent provided herein) or from any transaction in securities effected by the members of the Management Board or any of their Affiliates for any account other than that of the Company.

Section 3.4 Management Board Certifications

Any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate issued by the Company that is signed by any Manager or any of the Officers as to any of the following:

(a) the identity of any Member or Officer or other agent of the Company;

(b) the existence or nonexistence of any fact or facts which constitute(s) a condition precedent to acts by the Management Board or the Members;

(c) the Person or Persons authorized to execute and deliver any instrument or document of the Company; or

(d) any act or failure to act by the Company or any other matter whatsoever involving the Company.

Section 3.5 Voting Rights of Members

(a) Except as expressly provided in this Agreement or otherwise required by the Act, Members shall have no voting rights; provided , however , that the Holders of Class A Units (other than Holders that became Holders as a result of a Transfer that was not in compliance with the terms and conditions of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions in this Agreement) Held by such Holder on all matters (if any) on which such Class A Members are entitled to vote pursuant to this Agreement and the Act; provided , further , that Class B Members and Class C Members shall have no voting rights. In the event any Member shall transfer less than all of its Class A Units to an unaffiliated third party or any other Member in a transaction or in a series of transactions then the portion of such Member’s votes that is equal to the portion of such Member’s Class A Units transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not be a Member. In the event any Member shall transfer all its Class A Units held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Class A Units on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V. Notwithstanding the foregoing, if at any time a Member (x) shall transfer

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more than 50% of such Member’s Class A Units (excluding, however, transfers made by such Member to a Permitted Transferee), (y) with respect to an Investor Member, ceases to be controlled by their respective controlled Affiliates as of the date hereof, as applicable or (z) shall be in default with respect to its obligations to fund additional Capital Contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided , that in the case of clause (z), (A) to the extent a Member elects to treat its obligation to fund capital as a loan and such Member repays all such loans (including all interest thereon) within 15 days, the voting rights of such Member shall be reinstated and (B) to the extent a Member elects to treat its obligation to fund capital as a Capital Contribution, the Company shall provide notice to such Member on the next Business Day indicating such election and the voting rights of such Member shall be deemed cancelled if the Member does not provide its Capital Contribution to the Company within 15 days after receipt of such notice.

(b) Any action by the Class A Members shall require the affirmative vote or written consent of the majority of the voting power with respect to the Class A Units of the Class A Members entitled to vote, voting together as one class, except as otherwise set forth Section 12.2. Notwithstanding anything in this Agreement to the contrary, this Section 3.5(b) shall not be amended without the unanimous consent of the Class A Members. Meetings of the Members may be called only by the holders of a majority of the outstanding Class A Units or a majority of the Management Board. A meeting shall be held at a time and place determined by the Management Board in its sole discretion.

(c) To the extent a vote, action or approval of the Keane Parties, or the Class A Units Held by the Keane Parties, is required pursuant to this Agreement or the Act, the Keane Representative shall vote or provide such approval on behalf of all such Keane Parties at the direction of the Keane Parties that collectively Hold in excess of 50% of the Class A Units Held by all of the Keane Parties immediately prior to such vote or approval.

(d) To the extent a vote, action or approval of the Cerberus Funds, or the Class A Units Held by the Cerberus Funds, is required pursuant to this Agreement or the Act, the Cerberus Representative shall vote or provide such approval on behalf of all such Cerberus Funds at the direction of the Cerberus Funds that collectively Hold in excess of 50% of the Class A Units Held by all of the Cerberus Funds immediately prior to such vote or approval.

Section 3.6 Cost of Services; Expenses

Subject to Section 3.5 above, Members shall be entitled to reimbursement of their third party out-of-pocket costs and expenses, upon presentation of reasonable documentation with respect to such expenses incurred by such Member, in connection with providing services to the Company. The Company shall be responsible for paying, and, except as otherwise contemplated by this Agreement, the Management Board shall pay directly out of Company funds, all reasonable third party costs and expenses incurred by the Company in carrying out its business, including, without limitation, liability and other insurance premiums, expenses incurred in the preparation of reports to the Members and any legal, accounting and other professional fees and expenses incurred by the Company.

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Section 3.7 Certain Provisions Relating to Keane Group Stock.

(a) Each of the Members hereby agrees and authorizes the Company and the Management Board to, in the Company’s and/or the Management Board’s sole discretion exercised in good faith, at any special or any general meeting of the stockholders of Keane Group, vote or direct the voting of, the Keane Group Stock.

(b) Except as otherwise provided in the following sentence, after the date upon which the Keane Control Group holds less than 35% of the issued and outstanding common stock of Keane Group in the aggregate, subject to compliance with applicable securities Laws (including any blackout periods then in effect), the Management Board may cause the Company to distribute the Keane Group Stock to the Members in accordance with the distributions that such Members would be entitled to pursuant to Section 7.1.

(c) In the event the Company proposes to effect a private block sale, resale or to demand or participate in a registered offering of Keane Group Stock (a “ Sell-Down ”), the Company shall promptly provide written notice to each Member, specifying (i) the amount and percentage of Keane Group Stock then held by the Company to be sold in such Sell-Down, (ii) the estimated amount of Keane Group Stock allocable to such Member (as determined by the Management Board in good faith, taking into account the priority of distributions pursuant to Section 7.1 in the event that all of such proposed block of the Keane Group Stock were sold as of such date, at the market price for such Keane Group Stock in effect on such date) that will be sold in such Sell-Down (a Member’s “ Deemed Allocated Stock ”) and (iii) all other material terms and conditions of the Sell-Down (the “ Sell-Down Notice ”). Each Member’s Deemed Allocated Stock shall be sold in such Sell-Down and the proceeds with respect to such Sell-Down shall be distributed to the applicable Members deemed participating in the sale in accordance with Section 7.1 (calculated using the actual market price on the date of sale and excluding all Non-Participating Members from the distribution calculation), unless such Member delivers a written notice to the Company by the close of business on the date which is 10 Business Days after the Sell-Down Notice is delivered to such Member, which such notice shall include the amount of Deemed Allocated Stock such Member elects to exclude from such Sell-Down (the “ Excluded Stock ”, and such notifying Member, the “ Non-Participating Member ”). Any Member that does not deliver such notice shall have its Deemed Allocated Stock sold in the Sell Down. If any Member elects not to have its Deemed Allocated Stock sold in such Sell-Down, the Company shall, unless prohibited by applicable Law, promptly distribute the Excluded Stock to the Non-Participating Member, provided , that (i) the Non-Participating Member complies with the provisions of Section 3.7(d) and (ii) the Excluded Stock shall be subject to the same restrictions on transfer, market stand-off and lock-up provisions to which the Keane Group Stock of the Company to be sold in the Sell-Down are subject in the Stockholders’ Agreement and with respect to such Sell-Down (the “ Transaction Transfer Restrictions ”). Subject to compliance with applicable Law, the Excluded Stock may be sold or otherwise disposed of by the Member so long as no Transaction Transfer Restriction period is in effect. The fees and expenses incurred by the Company in connection with such Sell-Down, other than any underwriter’s fees and expenses, shall be borne pro rata by the Members, including the Non-Participating Members. The Company shall provide notice to such Non-Participating Member or its representatives of its intention to effect a Sell-Down not more than 30 calendar days prior to the intended date for the completion of such Sell-Down, in which event the Non-Participating Member, after receiving

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notice of such sale, shall have the right to participate in such Sell-Down with the Company on the same terms and conditions as the Company pro rata based on the Non-Participating Member’s beneficial ownership of Keane Group Stock (including any Excluded Stock and other Deemed Allocated Stock, if any, allocated to such Non-Participating Member), or, if not participating in such Sell-Down, shall not sell or otherwise dispose of the Excluded Stock (or other Keane Group Stock beneficially owned by such Member) during such 30 calendar day period following delivery of such notice and such longer transfer, market stand-off or lock up provision that the Company and/or its Members shall become subject to in connection with such Sell-Down, and fees and expenses incurred by the Company, other than any underwriter’s fees and expenses, shall be borne pro rata by the Members, including any Non-Participating Member participating in such Sell-Down with respect to any Keane Group Stock beneficially owned by such Non-Participating Member. For the avoidance of doubt, distributions of Excluded Stock in connection with a Sell-Down shall be taken into account and treated in the same manner as the distribution of proceeds with respect to Deemed Allocated Stock in such Sell-Down when determining the amount of subsequent distributions pursuant to Section 7.1.

(d) Any Member who receives a distribution of Keane Group Stock shall, to the extent not already a party to the Stockholders’ Agreement, execute and deliver a joinder agreement, in form and substance reasonably acceptable to the Keane Group, agreeing to be bound by the terms and conditions of the Stockholders’ Agreement. Subject to compliance with applicable securities Laws and rules and for so long as no Transaction Transfer Restriction period or Keane Group black-out period (including periods during which Keane Group insiders are restricted from trading under an insider trading policy adopted by Keane Group or other “special” black-out period) is then in effect with respect to such Member, a Member may make a subsequent distribution of Excluded Stock to an equityholder of such Member (A) free of any obligations set forth in this Agreement and the Stockholders’ Agreement and (B) free of any restrictive legend other than restrictions relating to applicable securities rules and Laws. For the sake of clarity, any equityholder of a Member to whom Excluded Stock is distributed pursuant to the preceding sentence may make transfers without restriction other than restrictions relating to applicable securities rules and Laws.

(e) As of the Effective Date, the Company’s initial nominees to the board of directors of Keane Group are James Stewart, Lucas Batzer, James Geisler, Lisa Gray, Shawn Keane, Lenard Tessler, Scott Wille, Dale Dusterhoft, Marc Edwards, Gary Halverson and Elmer Reed. From and after the designation of the initial nominees set forth in the previous sentence, each Investor Member (for so long as it has a right to designate a director) shall have the right to select its own nominee or nominees to the board of directors of Keane Group in place of its initial nominee, provided , that such nominee (i) is affiliated with such Investor Member, (ii) satisfies the Director Requirements (as such term is defined in the Stockholders’ Agreement) and (iii) is otherwise not disqualified (in the reasonable determination of the Management Board) from serving as a director on the board of directors of Keane Group.

(f) For so long as Keane Group is a controlled company of the Keane Control Group under the NASDAQ Listing Rules (the “ 50% Trigger Date ”), the Company’s appointees to the board of directors of Keane Group will include six (6) designees of the Cerberus Funds (if the Cerberus Representative so requests), one (1) designee from Trican (if Trican so requests) and the Chief Executive Officer of Keane Group, and such appointees will be selected by the affirmative vote of members of the Management Board.

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(g) From and after the 50% Trigger Date, for so long as the Keane Control Group has beneficial ownership of at least 35% of the common stock of Keane Group, such that the Company is entitled to appoint five (5) members to the board of directors of Keane Group, the Company’s appointees to the board of directors of Keane Group will include four (4) designees of the Cerberus Funds (if the Cerberus Representative so requests) and one (1) designee from Trican (if Trican so requests), and such appointees will be selected by the affirmative vote of members of the Management Board.

(h) Until immediately prior to the time at which the Keane Control Group ceases to have beneficial ownership of at least 50% of the common stock of Keane Group, the Keane Control Group shall cause its directors appointed to the board of directors of Keane Group to vote in favor of maintaining an 11-person board of directors. For so long as Keane Control Group has beneficial ownership of less than 50% but at least 35% of the common stock of Keane Group, Keane Control Group shall, unless otherwise determined by the Management Board in accordance with this Agreement, cause its individuals designated to the board of directors of Keane Group to vote in favor of maintaining the size of the board of directors at 11 individuals.

(i) Nominees by the Company to the board of directors of Keane Group shall include a sufficient number of individuals who are “independent” for purposes of the NASDAQ Listing Rules if the board of directors of Keane Group is so required to comply with such rules.

ARTICLE IV.

GENERAL GOVERNANCE

Section 4.1 No Fiduciary Duties

Any duties (including fiduciary duties) of a Covered Person to the Company or to any other Covered Person that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable Law, provided that (i) the foregoing shall not eliminate the obligation of each Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing or any liability for acts or omissions involving willful misconduct or knowing violations of criminal law. Notwithstanding anything to the contrary contained in this Agreement, each of the Members hereby acknowledges and agrees that each Manager, in determining whether or not to vote in support of or against any particular decision for which the Management Board’s consent is required, may act in and consider the best interest of the Member or Members who designated such Manager and shall not be required to act in or consider the best interests of the Company, any Subsidiary of the Company or any other Members. For the avoidance of doubt, no Member or Manager shall have any duty to disclose to the Company or the Management Board confidential information regarding any corporate opportunity or other potential investment in such Member or Manager’s

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possession even if it is material and relevant information to the Company and/or the Management Board and neither such Member nor such Manager shall be liable to the Company or the other Members for breach of any duty (including the duty of loyalty and any other fiduciary duties) as a Manager or Member by reason of such lack of disclosure of such confidential information. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including the duty of loyalty and other fiduciary duties) and liabilities of a Manager otherwise existing at law or in equity or by operation of this Section 4.1, are agreed by the Members to replace such duties and liabilities of such Manager. If a Manager acquires knowledge of a potential transaction or matter that may be a business opportunity for both the Member (or an Affiliate of the Member) that has the right to designate such Manager hereunder and the Company or another Member, such Manager shall have no duty to communicate or offer such business opportunity to the Company or any other Member and shall not be liable to the Company or the other Members for breach of any duty (including any fiduciary duties) as a Manager by reason of the fact that such Manager directs such opportunity to the Member or an Affiliate of the Member that has the right to designate such Manager or any other Person, or does not communicate information regarding such opportunity to the Company, and any such direction of an opportunity by such Manager, and any action with respect to such an opportunity by such Member or Affiliate of such Member, shall not be wrongful or improper or constitute a breach of any duty hereunder, at law, in equity or otherwise.

Section 4.2 Information

The Company shall provide to each Investor Member:

(a) as soon as available after the end of each calendar month following the Effective Date, but in no event later than 30 days after the end of such calendar month, copies of:

(i) unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of such calendar month; and

(ii) unaudited consolidated statements of income and cash flows of the Company and its subsidiaries for such calendar month and for the portion of the Fiscal Year ending with such calendar month;

in each case prepared in accordance with GAAP;

(b) as soon as available after the end of each fiscal quarter following the Effective Date, but in no event later than 30 days after the end of such fiscal quarter, copies of:

(i) unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of such quarter; and

(ii) unaudited consolidated statements of income and cash flows of the Company and its subsidiaries for such quarter and for the portion of the Fiscal Year ending with such quarter;

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in each case prepared in accordance with GAAP;

(c) as soon as available after the end of each Fiscal Year, but in no event later than 75 days after the end of such fiscal year, copies of:

(i) audited consolidated balance sheets of the Company and its subsidiaries as of the end of such Fiscal Year; and

(ii) audited consolidated statements of income and cash flows of the Company and its subsidiaries for such Fiscal Year;

in each case prepared by a “Big 4” accounting firm selected by the Management Board, in accordance with GAAP and accompanied by an opinion thereon of the independent certified public accountants of the Company;

(d) as soon as available after the end of each Fiscal Year, but in no event later than 90 days after the end of such Fiscal Year, a U.S. federal income tax Schedule K-1 for such Investor Member and a report setting forth in sufficient detail to enable each Investor Member to prepare its U.S. federal income tax return, if any. The Company shall mail such materials (i) to each Investor Member and (ii) upon request, to each former Investor Member (or its successors, assigns, heirs or personal representatives) that may need such information in preparing its U.S. federal income tax return;

(e) as promptly as reasonably practicable after preparation of the same, a copy of the proposed annual operating budget for the upcoming Fiscal Year, with a reconciliation of actual expenditures against the annual operating budget to be provided as promptly as practicable on a quarterly basis; and

(f) as promptly as reasonably practicable after preparation of the same, copies of any business plans, monthly estimated cash positions and monthly estimated inventory levels for the Company and its Subsidiaries.

(g) In addition, so long as Trican Parent is subject to continuous disclosure requirements and to the extent any financial and operating information prepared by the Company or its Subsidiaries in the ordinary course of business is material to Trican Parent under applicable Canadian securities laws, the Company or its Subsidiaries will, subject to Section 12.12(e), on a timely basis after reasonable notice from Trican Parent, in order for Trican Parent to prepare its continuous disclosure documents and other regulatory filings in Canada in compliance with the filing deadlines under such laws, provide to Trican and Trican Parent such financial and operating information, and only such information, regarding the Company as Trican Parent requires to fulfil its continuous disclosure requirements and other filing requirements under such applicable Canadian securities laws and to comply with Canadian tax laws, and shall direct the auditor of the Company (at the expense of Trican or Trican Parent) to cooperate with and provide assistance to Trican and Trican Parent to the extent required by Trican Parent in the preparation of Trican Parent’s continuous disclosure documents and other regulatory filings.

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Section 4.3 Access

The Company shall, and shall cause its Officers, directors, employees, auditors and other agents to, afford the officers, employees, auditors and other agents of the Investor Members, during normal business hours and upon reasonable notice, reasonable access to the Company’s Officers, employees, auditors, legal counsel, properties, offices and other facilities and to all books and records of the Company.

Section 4.4 Standard of Care

Each Member expressly acknowledges that an interest in the Company is highly speculative in nature. The Management Board shall exercise all of its powers and duties under this Agreement in accordance with the terms of this Agreement and with a degree of skill, diligence, prudence and care which, and in a manner which, a director of a Delaware corporation is required to use in the proper discharge of such a director’s fiduciary duties; provided , however , that in the event that a Manager is also an officer or a member of the board of directors of Keane Group, this Section 4.4 shall not restrict such Manager from exercising his fiduciary duties as an officer or a member of the board of directors of Keane Group.

Section 4.5 Non-Competition

(a) During the period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date that Trican Parent ceases to directly or indirectly own at least 5% of the issued and outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “ Competitive Business ”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided , however , that the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and the Excluded Liabilities (as such terms are defined in the Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, provided such investments do not exceed 10% of the outstanding common equity of such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided , that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the equity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory; provided , that in the event a Person consummates an acquisition, directly or indirectly, of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “ Transaction Notice ”) no later than three days after the consummation

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of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the case of Class C Units, such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of this purchase option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 30 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)).

(b) During the period commencing on the Effective Date and continuing until March 16, 2018, the Cerberus Funds, the Company and their respective Controlled Affiliates shall not directly or indirectly (A) compete with Trican Parent or its Affiliates in Canada in the oilfield services business, (B) have an interest in any Person that competes directly or indirectly in Canada with Trican Parent or its Affiliates, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant (other than (x) with respect to any industrial services or completion tools business and (y) Persons so competing with Trican Parent or its Affiliates with less than 25% of revenue in the prior fiscal year attributable to such Person’s Canadian operations, provided that the Cerberus Funds, the Company or their respective Affiliates (as applicable) substantially divest the Canadian assets or operations of such Person within 180 days of acquiring such Person) or (C) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between Trican Parent and its Subsidiaries, on the one hand, and any of their respective customers, suppliers or partners, on the other hand; provided , however , that the foregoing shall not (i) restrict the Cerberus Funds and its Affiliates (other than the Cerberus Managers and those personnel of Cerberus Capital Management, L.P. and Cerberus Operations & Advisory Company LLC that are directly involved in monitoring the investment in the Company) from participating in any distressed debt and lending transactions (including debt to equity conversions) and (ii) prohibit or be interpreted as prohibiting the Cerberus Funds, the Company or any of their respective Controlled Affiliates from making equity investments in any publicly owned company ( provided such investment does not exceed 10% of the outstanding common equity of such publicly owned company) or, in the case of the Cerberus Funds and its Controlled Affiliates (other than the Company), from receiving any customary “equity kicker” in connection with a debt investment in any Person. Notwithstanding the foregoing, nothing contained in this Section 4.5(b) or elsewhere in this Agreement shall prevent a Person that acquires the equity interests of all of the Company (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory.

(c) Each of Trican, the Company and the Cerberus Funds acknowledges and agrees that the time, scope, geographic area and other provisions of this Section 4.5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the transactions contemplated hereby. It is the intention of the parties that if any of the provisions contained in this Section 4.5 are held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed to be too broad or to any extent invalid, such provisions shall not be construed to be null, void and of no effect, but to the extent such

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provision would then be valid or enforceable under applicable Law, such provisions shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under applicable Law.

(d) Each of Trican, the Company and the Cerberus Funds further acknowledges and agrees that, in the event of a breach or threatened breach of any of the provisions of this Section 4.5, Trican, the Company or the Cerberus Funds (as applicable) shall be entitled to immediate injunctive relief, as any such breach would cause irreparable injury for which such party would have no adequate remedy at law. Nothing contained in this Section 4.5 shall be construed so as to prohibit Trican, the Company or the Cerberus Funds or any of their respective Affiliates from pursuing any other remedies available to them under this Agreement, at law or in equity for any such breach or threatened breach.

(e) Keane Group shall be an express third-party beneficiary under this Section 4.5 and the Members hereby acknowledge and agree that Keane Group shall be entitled to enforce the provisions of this Section 4.5.

Section 4.6 Reduction of Trican Class A Units

(a) Notwithstanding anything to the contrary, in the event that Trican or any of its Affiliates fail to pay, or cause to be paid, amounts due under the Trican Purchase Agreement pursuant to Section 3.8 of the Trican Purchase Agreement prior to the Final Payment Date (as defined in the Trican Purchase Agreement) (the “ Defaulted Payment Amount ”), the number of Class A Units Held by Trican shall be immediately and automatically, without further action of the Company or any other Person, be reduced by the number of Class A Units (or fraction thereof) as set forth in Section 3.8 of the Trican Purchase Agreement, which shall have a value equal to the Defaulted Payment Amount, with the value of each such Class A Unit calculated in accordance with the good faith determination of the Management Board, based on the Implied Default Valuation (as defined in the Trican Purchase Agreement) divided by 1,000,000; provided , that the Members agree to treat (and will cause each of their respective Affiliates to treat) such reduction in Class A Units as an adjustment to the Purchase Price (as described in Section 3.1 of the Trican Purchase Agreement) for all tax purposes. Within ten days following the Final Payment Date, the Company shall submit a notice to Trican in accordance with Section 10.6 of the Trican Purchase Agreement setting forth, in reasonable detail, the calculation of any such reduction and the number of Class A Units Held by Trican (and the fully diluted percentage ownership thereof) after taking into account such cancellation in accordance with this Section 4.6. In connection with such cancellation, Trican shall forfeit any right to any amounts due or owed with respect to such cancelled Class A Units. Notwithstanding anything to the contrary, for purposes of this Section 4.6, references in the Trican Purchase Agreement to “Keane Common Equity Units” and “Class A Units” shall be deemed to refer the Class A Units under this Agreement.

(b) Promptly following the reduction in the number of Class A Units Held by Trican in accordance with Section 4.6(a), the Company shall contribute to Keane Group the corresponding number of shares of Keane Group Stock then Held by the Company equal to the product of (i) the number of shares of Keane Group Stock then Held by the Company,

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multiplied by (ii) a fraction, (A) the numerator of which is the number of Class A Units Held by Trican that were reduced in accordance with Section 4.6(a) and (B) the denominator of which is the aggregate number of Class A Units Held by all Members immediately prior to the reduction of Class A Units Held by Trican in accordance with Section 4.6(a).

ARTICLE V.

TRANSFERS OF UNITS; PREEMPTIVE RIGHTS

Section 5.1 Restrictions on Transfer

(a) From the date hereof until March 16, 2018 (the “ Restricted Period ”), none of the Keane Parties may Transfer any Units unless such Transfer is approved by the Management Board or in connection with Section 5.2 as a Tag-Along Member, Section 5.3 as a Dragged Member or Section 5.6 as part of an Existing Holder ROFO. During the period following the expiration of the Restricted Period, no Keane Party shall Transfer any Units without the approval of the Management Board other than:

(i) a Transfer pursuant to Section 5.2 as a Tag-Along Member or Section 5.3 as a Dragged Member or a Transfer pursuant to Section 5.6 as part of an Existing Holder ROFO; or

(ii) a Transfer to another Member, its Affiliates, or its Family Members.

(b) During the Restricted Period, Trican may not Transfer any Class A Units or Class C Units unless such Transfer is approved by the Management Board ( provided Trican may pledge or otherwise encumber any Units Held by it to any lenders or financing sources in compliance with this Agreement) or in connection with Section 5.2 as a Tag-Along Member, Section 5.3 as a Dragged Member, Section 5.5 as part of a Trican ROFO, a transfer to a wholly-owned Subsidiary of Trican Parent ( provided , that if such Subsidiary is to become no-longer so wholly-owned, such Units Held by it must be Transferred to a wholly-owned Subsidiary of Trican Parent prior to such Subsidiary no longer being so wholly-owned), or a Sale or Transfer of all or substantially all of the assets of Trican in one or a series of related transactions (including any direct or indirect Sale or Transfer, whether by merger, amalgamation or reorganization, of equity interests of Trican Parent) that do not involve the Sale or Transfer of Trican’s Units separately from the Sale or Transfer of all or substantially all of the assets of Trican.

(c) Notwithstanding Section 5.1(a), except as otherwise approved by the Company, a proposed Transfer shall not be effective:

(i) until the proposed transferee, if not already a party hereto, has executed an Instrument of Accession and any other standard and customary documentation as may be required by the Company;

(ii) if the proposed transferee is not an “accredited investor” as defined in Rule 501(a) of Regulation D under the 1933 Act; or

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(iii) if such Transfer does not comply with Section 5.1(e).

(d) Except as expressly provided in this Agreement, no Management Member may Transfer any of its Class B Units, directly or indirectly, unless such Transfer is permitted under the terms of the Management Incentive Plan.

(e) Each Member agrees not to Transfer any Units unless:

(i) there is in effect a registration statement under the 1933 Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement; or

(ii) such Transfer shall not require registration of such Units under the 1933 Act and, upon request by the Company, such Member shall have furnished the Company with a reasonable description of the circumstances surrounding the proposed Transfer and an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such Transfer shall not require registration of such Units under the 1933 Act.

(f) No Member shall have the right or power to effect a Transfer of its Units or a Transfer of any of the rights of such Member set forth in this Agreement, in each case, except in strict compliance with the procedures set forth in this Agreement. Any attempt to Transfer any Units or Transfer any such rights not in accordance with this Agreement shall be null and void and no right, title or interest in or to such Units or rights, as applicable, shall be Transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. Without limiting the generality of the foregoing, no Member shall have the right or power to assign to any third party any of such Member’s rights to appoint, remove or replace Managers pursuant to Article III unless all applicable terms in this Agreement have been satisfied. The Company shall not give, and shall not permit the Company’s transfer agent to give, any effect to such attempted Transfer. Each Member hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the Members for which monetary damages alone would not adequately compensate. Therefore, each Member unconditionally and irrevocably agrees that any non-breaching Member shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other Transfers not made in strict compliance with this Agreement).

(g) No Member shall have a right to withdraw as a Member (except pursuant to a Transfer by a Member of all of its Units effected in accordance with this Agreement) or withdraw such Member’s capital from the Company.

Section 5.2 Tag-Along Rights

(a) If the Cerberus Funds, the Keane Parties and/or an assignee thereof (a “ Tag-Along Selling Member ”) proposes to Sell (a “ Tag-Along Sale ”), in one transaction or a series of transactions, more than 25% (in the case of the Cerberus Funds taken as a whole) or 50% (in the case of the Keane Parties taken as a whole), of the Units it Holds as of the date hereof to any Person (other than (A) one or more of its Affiliates or (B) a Sale by any of the Keane Parties and/or their Affiliates, on the one hand, to the Cerberus Funds and/or their

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Affiliates, on the other hand), and Trican does not elect to exercise its rights under the Existing Holder ROFO, the Tag-Along Selling Member shall give written notice (a “ Tag-Along Notice ”) of such proposed Tag-Along Sale to the other Members Holding Class A Units, vested Class B Units (including unvested Class B Units that will become vested as a result of the Sale) and Class C Units at such time (the “ Tag-Along Members ”) and the Company at least 20 days prior to the consummation of such proposed Tag-Along Sale setting forth:

(i) the total number and classification of Units proposed to be Sold or previously sold in the Tag-Along Sale (the “ Tag-Along Offered Units ”);

(ii) the purchase consideration per Tag-Along Offered Unit;

(iii) the identity of the purchaser;

(iv) any other material terms and conditions of the proposed Tag-Along Sale;

(v) the expected date of the proposed Tag-Along Sale; and

(vi) an undertaking that each Tag-Along Member shall have the right (the “ Tag-Along Right ”) to elect to sell Units in an amount equal to its Pro Rata Portion of such Tag-Along Offered Units in accordance with the procedures set forth in this Section 5.2.

(b) Upon delivery of a Tag-Along Notice, each Tag-Along Member shall have the right, but not the obligation, to sell an amount equal to all but not part of its Pro Rata Portion of the aggregate Tag-Along Offered Units (i) in the case of a Sale of Class A Units, at the same price as a Class A Unit; provided , that if the proceeds from such Tag-Along Sale together with the proceeds of all previous Tag-Along Sales are sufficient to cause distributions under Section 7.1 to Holders of Class B Units or Class C Units, the Holders of such Units shall be entitled to participate in the Tag-Along Sale or (ii) in the case of a Sale of Class B Units or Class C Units, as if a distribution was being made to each of the Members under Section 7.1 in an amount equal to the implied equity value of the Tag-Along Sale, as such value is reasonably determined in good faith by the Management Board, and, in each case, for the same form of consideration and pursuant to the same terms and conditions as set forth in the Tag-Along Notice. If a Tag-Along Member wishes to participate in the Tag-Along Sale, it shall provide written notice to the Tag-Along Selling Member and the Company no later than ten days after the date of the Tag-Along Notice, indicating its election to sell an amount equal to its Pro Rata Portion of such Tag-Along Offered Units. Such notice shall set forth the number of Units that such Tag-Along Member elects to include in the Tag-Along Sale (and with respect to any Class B Units or Class C Units, shall include a reasonably detailed calculation of the number of Class B Units or Class C Units, as applicable, that are proposed to be sold in connection with the Tag-Along Sale), which number in each case shall be equal to its Pro Rata Portion of the Tag-Along Offered Units. The election of each Tag-Along Member contained in such holder’s written notice shall be irrevocable, and such Tag-Along Member shall be bound and obligated to sell in the Tag-Along Sale on the same terms and conditions as the Tag-Along Selling Member; provided , however , that, except as otherwise provided in this Section 5.2(b), the Tag-Along Selling Member shall not consummate the Tag-Along Sale unless all of the Units requested to be

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included in the Tag-Along Sale by the Tag-Along Members will be purchased on the same terms and conditions as for the Tag-Along Selling Member; provided , further , that in the event that the number of Units which the Tag-Along Selling Member and the Tag-Along Members elect to sell in the Tag-Along Sale is more than the Tag-Along Offered Units, to the extent that the purchaser in the Tag-Along Sale does not elect to purchase such excess Units, the number of Units to be Sold by the Tag-Along Selling Member and each Tag-Along Member shall be reduced pro rata based on the proportion which the number of Units which each such Person elects to have included in the Tag-Along Sale bears to the total number of Units elected by all such Persons to have included in the Tag-Along Sale.

(c) No Tag-Along Member shall be required to make any covenants, representations or warranties in connection with a Tag-Along Sale which (i) are not being made by the Tag-Along Selling Member and the other Tag-Along Members, (ii) relate to the Tag-Along Selling Member or any other Tag-Along Member or (iii) are not consistent with the Tag-Along Notice. No Tag-Along Member shall be liable in respect of any indemnification provided in connection with a Tag-Along Sale (x) for the breach of any covenants, representations or warranties made by the Tag-Along Selling Member or any other Tag-Along Member, (y) other than on a several (and not a joint and several) basis with the Tag-Along Selling Member and the other Tag-Along Members and (z) to the extent not consistent with the Tag-Along Notice. If a Tag-Along Sale is consummated, each Tag-Along Member agrees to pay its pro rata share of the reasonable costs incurred by the Tag-Along Selling Member relating to the Tag-Along Sale (including, without limitation, reasonable legal fees and expenses), based on such Tag-Along Member’s pro rata share in the net proceeds from such Tag-Along Sale, to the extent not paid or reimbursed by the Company or the purchaser. The closings of the Sales by the Tag-Along Selling Member and any Tag-Along Members shall occur simultaneously and be conditioned upon each other.

(d) The Tag-Along Selling Member shall have the right for a period of 180 days after the expiration of the ten day period referred to in Section 5.2(b) to consummate the Tag-Along Sale at a price not greater than the price contained in, and otherwise on terms and conditions not materially more favorable to the Tag-Along Selling Member, taken as a whole, than those set forth in, the Tag-Along Notice. After the end of the 180 day period referred to in this Section 5.2(d), any proposed Sale of Units by a Tag-Along Selling Member shall be subject to the provisions of this Section 5.2, which shall apply de novo .

(e) Notwithstanding anything to the contrary in this Agreement, no Management Member will have a Tag-Along Right, unless approved by the Management Board, with respect to any Tag-Along Sale unless the Cerberus Funds are Selling Units in connection with such Tag-Along Sale.

(f) The Tag-Along Rights provided in this Section 5.2 shall expire upon the consummation of an Initial Public Offering of the Company.

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Section 5.3 Drag-Along Rights

(a) From time to time and at any time, if the Cerberus Funds (together, the “ Dragging Member ”) propose to Sell all of their Units then Held, which Units represent more than 50% of the Units they Hold as of the Effective Date, to an unaffiliated third party for consideration in the form of cash or securities that are of a class listed or quoted for trading on one or more U.S. national securities exchanges on such date (a “ Drag-Along Sale ”) and Trican does not elect to exercise its rights under the Existing Holder ROFO, the Dragging Member shall have the right, but not the obligation, to require the other Members (including the Management Members) (each, a “ Dragged Member ”, and collectively, the “ Dragged Members ”) to:

(i) sell all of their Units (including the Class C Units), with the proceeds of that sale by the Cerberus Funds and the other holders allocated among the parties as if they were distributed in accordance with Section 7.1;

(ii) vote or cause their respective Manager(s) to vote all of their Units that are entitled to vote in favor of the transactions necessary or appropriate to consummate the Drag-Along Sale; and

(iii) take such other actions as may be reasonably requested by the Dragging Member or the Company to give effect to the Drag-Along Sale (collectively, the “ Drag-Along Rights ”).

(b) Each Member affirms and agrees that it will (i) refrain from exercising any dissenters’ rights, rights of appraisal or any similar rights under applicable Law at any time with respect to a Drag-Along Sale and (ii) vote or cause its Manager(s) to vote for the approval of the transactions constituting the Drag-Along Sale under this Section 5.3, in each case as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 5.3 is in effect.

(c) The Dragging Member shall, promptly upon determining the terms of the Drag-Along Sale, deliver to the Dragged Members written notice specifying the material terms of the Drag-Along Sale (including, without limitation, the identity of the purchaser to which the Drag-Along Sale is proposed to be made, the nature of the purchase consideration, estimated net proceeds from the Drag-Along Sale and the expected closing date of the proposed Drag-Along Sale).

(d) In connection with the Drag-Along Sale, each Member shall (i) make or agree to representations and warranties relating to itself and its Units in respect of clear title, due authority, required approvals and absence of conflicts, (ii) if the Drag-Along Sale is consummated, pay its pro rata share of the reasonable costs incurred by the Dragging Member relating to the Drag-Along Sale (including, without limitation, reasonable legal fees and expenses), based on such Member’s pro rata share in the net proceeds from such Drag-Along Sale, to the extent not paid or reimbursed by the Company or the purchaser and (iii) participate on a pro rata basis, based on such Member’s pro rata share in the net proceeds from such Drag-Along Sale, in any hold-back, escrow, contingent consideration or other similar items relating to the Drag-Along Sale.

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(e) Each of the Members agrees that it shall execute such other documents as the Dragging Member may reasonably request in order to consummate the Drag-Along Sale at the time specified by the Dragging Member.

(f) Except as expressly provided in this Section 5.3, the Dragging Member shall have no obligation to any Member with respect to the sale of any Units owned by such Member in connection with the Drag-Along Sale. Notwithstanding anything herein to the contrary, the Dragging Member shall have no obligation to any other Member as a result of any decision by the Dragging Member to accept or consummate, or not to accept or consummate, any Drag-Along Sale (it being understood that any and all such decisions shall be made by the Dragging Member in their sole discretion).

(g) If a Dragged Member is required to sell all of its Class A Units pursuant to a Drag-Along Sale, any unvested Class B Units that will not become vested Class B Units as a result of the Drag-Along Sale in accordance with the Management Incentive Plan, any Management Member’s MIP Agreement or any applicable award agreements will be forfeited, any rights thereunder shall automatically terminate and any Retained Distribution shall be distributed to the Members as though such Retained Distribution were distributed pursuant to Section 7.1 immediately upon such Member’s forfeiture of its Class B Units.

(h) The Drag-Along Rights provided in this Section 5.3 shall expire upon the consummation of an Initial Public Offering of the Company.

Section 5.4 Rights of First Refusal on New Issue Securities

(a) Subject to the exceptions set forth in Section 5.4(d), from and after the Effective Date and until consummation of an Initial Public Offering, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange: (i) Units or any other Equity Securities or (ii) any option, warrant or other right to subscribe for, purchase or otherwise acquire Units or any other equity securities or (iii) any securities convertible, exchangeable or exercisable for or into Units or any other Equity Securities (collectively, “ New Issue Securities ”), unless in each case the Company shall offer to sell each of the Members then Holding Class A Units (“ Eligible Stockholder ”) its Proportionate Class A Unit Percentage of any proposed issuance of New Issue Securities at the same price and on the same terms at which the Company proposes to sell such New Issue Securities, pursuant to the Management Board’s reasonable good faith determination of Fair Market Value for such New Issue Securities, which shall have been specified by the Company in a written offer delivered to each Eligible Stockholder (the “ Preemptive Right Notice ”), which offer by its terms shall remain open and irrevocable for a period of 15 days from receipt of the Preemptive Right Notice. The offer of the Company to sell the New Issue Securities shall expire after such 15 day period (“ Exercise Period ”).

(b) Within 15 days after receipt of the Preemptive Right Notice, each of the Eligible Stockholders shall give notice to the Company of its intent to accept (a “ Notice of Acceptance ”) the Company’s offer to purchase its Proportionate Class A Unit Percentage of New Issue Securities, which communication shall be delivered to the Company in accordance with Section 12.10. No later than five Business Days following the expiration of the Exercise Period,

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the Company shall notify each Eligible Stockholder in writing of the number of New Issue Securities that each Eligible Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “ Over-allotment Notice ”). Each Eligible Stockholder exercising its right in full to purchase its Proportionate Class A Unit Percentage of New Issue Securities in full (an “ Exercising Member ”) shall have a right of over-allotment such that if any other Eligible Stockholder fails to exercise its right under this Section 5.4 to purchase in full its Proportionate Class A Unit Percentage of New Issue Securities (each, a “ Non-Exercising Member ”), such Exercising Member may purchase its Proportionate Class A Unit Percentage of the New Issue Securities that such Non-Exercising Member has failed to purchase by giving written notice to the Company within five Business Days of receipt of the Over-allotment Notice. If, after giving effect to the prior sentence, any New Issue Securities remain unsubscribed, the Company shall be free to issue and sell such New Issue Securities to any Person on the terms and conditions set forth in the Preemptive Right Notice, at any time within 180 days after the expiration of such 15 day period. Any New Issue Securities not sold within 180 days after the expiration of such 15 day period shall continue to be subject to the requirements of this Section 5.4.

(c) Upon the closing of any such purchase of New Issue Securities, which shall include full payment to the Company of the purchase price therefor, the exercising Eligible Stockholders (if any) shall purchase from the Company, and the Company shall sell to such exercising Eligible Stockholder, the number of New Issue Securities specified in the respective holder’s Notice of Acceptance, upon the terms and conditions specified in the relevant Preemptive Right Notice.

(d) The rights of the Eligible Stockholders under this Section 5.4 shall not apply to any New Issue Securities issued in connection with any grant, exchange or Sale of Units as consideration in any merger, consolidation or other acquisition of any Person, business, division, or assets approved by the Management Board.

Section 5.5 Trican Right of First Offer; Call Option on Trican Units

(a) Following the expiration of the Restricted Period, if at any time Trican proposes to Transfer any Units Held by it other than in connection with a Drag-Along Sale or Tag-Along Sale (the “ Trican ROFO Units ”), each of the Cerberus Funds and the Keane Parties (together, the “ Existing Holders ”) shall have the right, but not the obligation, to purchase its Proportionate Class A Unit Percentage of such Units on the terms and subject to the conditions set forth in this Section 5.5 (the “ Trican ROFO ”); provided , that the Existing Holders’ rights pursuant to this Section 5.5 shall apply only to the collective purchase of all and not less than all of such Trican ROFO Units.

(b) Trican shall deliver a written offer to the Existing Holders of its intention to Transfer the Trican ROFO Units (the “ Trican ROFO Notice ”), describing (i) the total number and classification of Units intending to be Transferred, (ii) the price per Unit intended to be Transferred, (iii) the identity of the purchaser and (iv) any other material terms and conditions of the intended Transfer, which offer by its terms shall remain open and irrevocable during the Exercise Period.

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(c) Within 15 days after receipt of the Trican ROFO Notice, each of the Existing Holders shall give notice to Trican of its intent to accept (a “ Trican ROFO Acceptance ”) Trican’s offer to purchase its Proportionate Class A Unit Percentage of the Trican ROFO Units, which communication shall be delivered to Trican in accordance with Section 12.10. No later than five Business Days following the expiration of the Exercise Period, Trican shall notify each of the Existing Holders in writing of the number of Trican ROFO Units that each of the Existing Holders has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “ Trican ROFO Over-allotment Notice ”). Each of the Existing Holders exercising its right in full to purchase its Proportionate Class A Unit Percentage of Trican ROFO Units (a “ Trican ROFO Exercising Member ”) shall have a right of over-allotment such that if any of the Existing Holders fails to exercise its right under this Section 5.5 to purchase in full its Proportionate Class A Unit Percentage of Trican ROFO Units (each, a “ Trican ROFO Non-Exercising Member ”), such Trican ROFO Exercising Member may purchase its Proportionate Class A Unit Percentage of the Trican ROFO Units that such Trican ROFO Non-Exercising Member has failed to purchase by giving written notice to Trican within five Business Days of receipt of the Trican ROFO Over-allotment Notice. If, after giving effect to the prior sentence, all of the Trican ROFO Units have not been agreed to be purchased by the Trican ROFO Exercising Members, Trican shall be free to issue and sell all such Trican ROFO Units to any Person on the terms and conditions and at the price no more favorable than those set forth in the Trican ROFO Notice, at any time within 180 days after the expiration of such 15 day period and the Trican ROFO Exercising Members shall not be entitled to purchase any of the Trican ROFO Units. Any Trican ROFO Units not sold within 180 days after the expiration of such 15 day period shall continue to be subject to the requirements of this Section 5.5.

(d) Upon the closing of any such purchase of Trican ROFO Units, which shall include full payment to Trican of the purchase price therefor, the Trican ROFO Exercising Members (if any) shall purchase from Trican, and Trican shall sell to such Trican ROFO Exercising Members, the number of Trican ROFO Units specified in the respective holder’s Trican ROFO Acceptance, upon the terms and conditions specified in the relevant Trican ROFO Notice.

(e) Call Option .

(i) Notwithstanding anything to the contrary in this Section 5.5, (i) the Trican ROFO shall not apply to (A) a Sale or Transfer of all or substantially all of the assets of Trican in one or a series of related transactions that do not involve the Sale or Transfer of Trican’s Units separately from the Sale or Transfer of all or substantially all of the assets of Trican or (B) any transfer or sale of any equity interests of Trican Parent (including any indirect or direct sale or transfer, whether by merger, amalgamation or reorganization) so long as such sale or transfer does not involve the Sale or Transfer of Trican’s Units separately from the direct or indirect sale or transfer of the equity interests of Trican Parent and (ii) the Trican ROFO shall not in and of itself prevent Trican from pledging or otherwise encumbering any Units (the “ Pledged Units ”) Held by it to any lenders or financing sources (collectively, the “ Financing Sources ”) in order to obtain or retain financing; provided , that each of the Existing Holders shall have the option, but not the obligation, to purchase any such Pledged Units for Fair Market Value (and in the case of any Pledged Units that are Class C Units, such Fair Market Value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis

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based on the Fair Market Value for such Units immediately prior to exercise of the Call Option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 90 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)) in connection with any foreclosure or other security enforcement action with respect to such Pledged Units (the “ Call Option ”) on the terms set forth in this Section 5.5(e).

(ii) Trican shall require its Financing Sources to notify the Existing Holders (a “ Foreclosure Notice ”) of the bona fide intention by the Financing Sources to foreclose on or take any other security enforcement action with respect to any Pledged Units at the same time as Trican or its Affiliates are so notified. Within ten days of receipt of any Foreclosure Notice, each of the Existing Holders must notify the other Existing Holders of its intention, if any, to exercise the Call Option for some or all of the Pledged Units; provided , that if more than one Existing Holder has provided notice of an intent to exercise the Call Option for a proportion of the Pledged Units in excess of their respective Proportionate Class A Unit Percentages, then such Existing Holders shall exercise such Call Option for up to their relative Proportionate Class A Unit Percentage as between such Existing Holders.

(iii) Subject to Section 5.5(e)(ii), each of the Existing Holders shall notify Trican, the other Existing Holders and the applicable Financing Sources in writing (the “ Call Option Exercise Notice ”) of their intention to exercise the Call Option within 60 days from the date on which the Existing Holders receive the Foreclosure Notice and the purchase of such Pledged Units pursuant to such Call Option shall be consummated within 30 days from delivery of the Call Option Exercise Notice.

(iv) Notwithstanding anything to the contrary, Trican shall cause such Financing Sources to (A) take such pledge or encumbrance on the Pledged Units from Trican subject to the Existing Holder’s right to the Call Option hereunder and (B) not take any foreclosure or other security enforcement action with respect to the Pledged Units until at least 61 days after receipt by the Existing Holders of the Foreclosure Notice unless the Existing Holders have provided notice to Trican and such Financing Sources of their intention not to exercise their rights to the Call Option during such time.

Section 5.6 Existing Holder ROFO

(a) Subject to Section 5.1 and the other provisions of this Section 5.6, (i) if at any time the Cerberus Funds or (ii) following the expiration of the Restricted Period, any of the Keane Parties, or any assignee thereof (as applicable, a “ Selling Holder ”) proposes to Transfer any Units Held by it (the “ Existing Holder ROFO Units ”), other than in connection with a Transfer among the Keane Parties or between a Keane Party and such Keane Party’s Family Member, the Cerberus Funds (to the extent Cerberus Funds are not a Selling Holder) and Trican shall have the right, but not the obligation, to purchase such Units on the terms and subject to the conditions set forth in this Section 5.6 (the “ Existing Holder ROFO ”); provided , that the Cerberus Funds’ and Trican’s right pursuant to this Section 5.6 shall apply only to the collective purchase of all and not less than all of such Existing Holder ROFO Units.

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(b) The Selling Holder shall deliver a written offer to the Cerberus Representative and Trican of its intention to Transfer the Existing Holder ROFO Units (the “ Existing Holder ROFO Notice ”), describing (i) the total number and classification of Units intending to be Transferred, (ii) the price per Unit intended to be Transferred and (iii) any other material terms and conditions of the intended Transfer, which offer by its terms shall remain open and irrevocable during the Exercise Period.

(c) Within 15 days after receipt of the Existing Holder ROFO Notice, each of the Cerberus Representative and Trican shall give notice to the other party and the Selling Holder (unless the Selling Holder is a Cerberus Fund) of its intent to accept (an “ Existing Holder ROFO Acceptance ”) the Selling Holder’s offer to purchase the Existing Holder ROFO Units, which communication shall be delivered in accordance with Section 12.10; provided , that in the event that the Cerberus Representative has delivered an Existing Holder ROFO Acceptance, such Existing Holder ROFO Acceptance shall take priority over that (if any) delivered by Trican, and the Cerberus Representative may, at its discretion, by providing notice to Trican and the Selling Holder within three Business Days of receipt of the Existing Holder ROFO Acceptance, elect to purchase, on behalf of the Cerberus Funds, up to all of the Existing Holder ROFO Units and any Existing Holder ROFO Units that Trican has elected to purchase shall be reduced accordingly. In the event that Trican submits an Existing Holder ROFO Acceptance, Trican shall contemporaneously with such Existing Holder ROFO Acceptance provide to the Selling Holder evidence demonstrating to the reasonable satisfaction of the Selling Holder that Trican has at such time and will have, at the time of the closing of the purchase of the Existing Holder ROFO Units, sufficient cash on hand to make such purchase. No later than five Business Days following the expiration of the Exercise Period (such Exercise Period to be extended by the additional time period referenced in the previous proviso to the extent the previous proviso is applicable), the Selling Holder shall notify each of the Cerberus Representative and Trican in writing of the number of Existing Holder ROFO Units that the Cerberus Funds and Trican, respectively, may purchase (including, for the avoidance of doubt, where such number is zero and taking into account the foregoing proviso). If, after the termination of the Exercise Period, all of the Existing Holder ROFO Units have not been agreed to be purchased by the Cerberus Funds or Trican, the Selling Holder shall be free to issue and sell all Existing Holder ROFO Units to any Person on the terms and conditions and at the price no more favorable than those set forth in the Existing Holder ROFO Notice, at any time within 180 days after the expiration of such 15 day period and each of the Cerberus Funds and Trican shall not be entitled to purchase any of the Existing Holder ROFO Units. Any Existing Holder ROFO Units not sold within 180 days after the expiration of such 15 day period shall continue to be subject to the requirements of this Section 5.6.

(d) Upon the closing of any such purchase of Existing Holder ROFO Units, which shall include full payment to the Selling Holder of the purchase price therefor, the Existing Holder ROFO Exercising Members (if any) shall purchase from the Selling Holder, and the Selling Holder shall sell to such Existing Holder ROFO Exercising Members, the number of Existing Holder ROFO Units specified in the respective holder’s Existing Holder ROFO Acceptance, upon the terms and conditions specified in the relevant Existing Holder ROFO Notice.

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ARTICLE VI.

ALLOCATIONS

Section 6.1 General Rules; Allocation of Profits and Losses

Except as otherwise provided in this Article VI, Profits and Losses for any taxable period shall be allocated among the Members in such manner that, as of the end of such taxable period, the respective Capital Accounts of the Members shall be equal to the respective amounts that would be distributed to them, determined as if the Company were to (i) liquidate the assets of the Company for an amount equal to their Gross Asset Value and (ii) distribute the proceeds of liquidation pursuant to Section 10.3.

Section 6.2 Other Allocation Rules

(a) For purposes of determining the Profits, Losses or other items allocable to any taxable period, Profits, Losses and such other items shall be determined on a daily, monthly or other basis as determined by the Management Board in its reasonable discretion using any permissible method under Code Section 706 and the Regulations thereunder.

(b) The Members are aware of the United States federal income tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their shares of Company income and loss for income tax purposes.

(c) All items of income, gain, loss, deduction, or credit and any other allocations not otherwise provided for shall be allocated among the Members as determined by the Management Board in its reasonable discretion.

(d) If a Member transfers all or a portion of its Units during any taxable period, then Profits, Losses, each item thereof and all other items attributable to the transferred interest for such taxable period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests in the Company during the taxable period in accordance with Section 706(d) of the Code, using any conventions permitted by Law and selected by the Management Board.

(e) Tax returns shall be provided to the Management Board for review before submission, and any reasonable requests by the Management Board for changes in order to ensure compliance with such requirements shall be made, provided that such changes shall not result in the amount of cash or other distributions to any Member being affected or cause a material adverse tax or other effect for any Member.

Section 6.3 Tax Allocations: Code Section 704(c)

(a) Subject to Section 6.3(f), for each taxable year, items of income, deduction, gain, loss and credit shall be allocated for tax purposes among the Members to reflect equitably the amounts which have been credited or debited to the Capital Account of each such Member for such taxable year and prior taxable years.

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(b) In accordance with Code Section 704(c) and the Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property at the time of contribution to the Company for federal income tax purposes and its initial Gross Asset Value at the time of contribution using a method permitted by applicable Regulations under Code Section 704(c), as determined by the Management Board in its reasonable discretion.

(c) In the event the Gross Asset Value of any Asset is adjusted in accordance with paragraph (b) of the definition of Gross Asset Value hereof, subsequent allocations of items of income, gain, loss, deductions or credit with respect to such asset shall take into account any variation between the adjusted tax basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

(d) The Company shall use its reasonable best efforts to specifically identify individual shares of Keane Group Stock that correspond to any property contributed by a Member for purposes of Code Section 704(c), and in the case of a distribution of shares of Keane Group Stock to one or more Members or a sale of shares of Keane Group Stock relating to a Member in connection with a Sell-Down, the Company shall use its reasonable best efforts to distribute to each such Member, or sell, as applicable, the shares of Keane Group Stock identified with such Member.

(e) Subject to Section 6.3(d), if the Company distributes Keane Group Stock to one or more Members in connection with a Sell-Down pursuant to Section 3.7(c), then for U.S. federal income tax purposes, the taxable gain and taxable loss on the Keane Group Stock sold in connection with such Sell-Down shall be specially allocated, to the maximum extent permitted, among the Members who receive cash from such Sell-Down proportionately and in a reasonable manner that reflects the receipt of such cash.

(f) Any elections or other decisions relating to allocations for tax purposes, basis adjustments or other tax matters shall be made by the Management Board in its reasonable discretion. Allocations pursuant to this Section 6.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account, share of Profits or Losses, or other items or distributions pursuant to any provision of this Agreement.

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ARTICLE VII.

DISTRIBUTIONS AND EXPENSES

Section 7.1 Distributions

Except for distributions made in accordance with Section 3.7, the Company shall distribute (i) Cash Available for Distribution on a quarterly basis (or more frequently when, as and if declared by the Management Board), (ii) other property of the Company when, as and if declared by the Management Board and (iii) any distributions in liquidation in accordance with Section 10.3, in each case as follows:

(a) First , until the aggregate amount distributed under this Section 7.1(a) equals $468,000,000, to the Class A Members pro rata in accordance with the number of Class A Units held by such Class A Members at the time of such distribution;

(b) Second , until the aggregate amount distributed under Section 7.1(a) and this Section 7.1(b) equals the First Class C Threshold, to the Class A Members and to the Class B Members that are entitled to distributions in accordance with the Management Incentive Plan, the applicable MIP Award Agreement or resolution of the Management Board (or, if applicable, the board of managers of Keane Group Holdings, LLC prior to the Effective Date), pro rata in accordance with the aggregate number of Class A Units and such Class B Units held by such Class A Members and Class B Members, respectively, at the time of such distribution;

(c) Third , until the aggregate amount distributed under Section 7.1(a), Section 7.1(b) and this Section 7.1(c) equals the Second Class C Threshold, 90% to the Class A Members and to the Class B Members that are entitled to distributions in accordance with the Management Incentive Plan, the applicable MIP Award Agreement or resolution of the Management Board (or, if applicable, the board of managers of Keane Group Holdings, LLC prior to the Effective Date), pro rata in accordance with the aggregate number of Class A Units and such Class B Units held by such Class A Members and Class B Members, respectively, at the time of such distribution and 10% to the Class C Members pro rata in accordance with the number of Class C Units held by such Class C Members at the time of such distribution; and

(d) Thereafter , 80% to the Class A Members and to the Class B Members that are entitled to distributions in accordance with the Management Incentive Plan, the applicable MIP Award Agreement or resolution of the Management Board (or, if applicable, the board of managers of Keane Group Holdings, LLC prior to the Effective Date), pro rata in accordance with the aggregate number of Class A Units and such Class B Units held by such Class A Members and Class B Members, respectively, at the time of such distribution and 20% to the Class C Members pro rata in accordance with the number of Class C Units held by such Class C Members at the time of such distribution.

No Management Member shall be entitled to any such distribution with respect to Class B Units to the extent that such Class B Units have not yet vested by the terms pursuant to which such Class B Units were granted, but such distribution shall be retained by the Company (the “ Retained Distribution ”) and paid to such Management Member if and when such unvested Class B Units become vested Class B Units; provided that: (i) if a Management Member forfeits his or her Class B Units before such Class B Units vest, then any such Retained Distribution shall be distributed to the Members in accordance with clause (a), clause (b) and clause (c) of this Section (but subject to this paragraph) immediately upon such Management Member’s forfeiture of its Class B Units; and (ii) upon the vesting of any Class B Units in respect of which the Company holds any Retained Distribution, the portion of the Retained Distribution which is attributable to such newly vested Class B Units shall be distributed to the Management Member holding such Class B Units.

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Section 7.2 Amounts Withheld

All amounts withheld or paid pursuant to the Code or any provisions of state, local or foreign tax Law with respect to any payment, distribution, allocation or other consideration paid to the Members, including in connection with a contribution of assets to the Company by a Member, shall be treated as amounts paid or distributed, as the case may be, to the Members with respect to which such amount was withheld or paid pursuant to this Section 7.2 for all purposes under this Agreement. The Company is authorized to withhold or pay, when required under applicable Law, from payments, distributions, or other consideration paid to Members, and with respect to allocations to the Members, and to pay over to any federal, state, local or foreign government any amounts required to be so withheld or paid pursuant to the Code or any provisions of any federal, state, local or foreign Law, and shall allocate any such amounts to the Members with respect to which such amounts were withheld or paid.

Section 7.3 Expenses

Except as otherwise provided in this Agreement, the Company shall pay or cause to be paid all costs and expenses arising from the organization and operations of the Company. The Company shall reimburse the Managers, officers, employees, “authorized persons” and other agents of the Company for reasonable out-of-pocket expenses incurred by them on behalf of the Company. Subject to Section 3.6, each Member shall otherwise be responsible for all costs and expenses incurred by such Member in the performance of its obligations under this Agreement.

Section 7.4 Tax Distributions

The Management Board may, in its reasonable discretion, cause the Company to make distributions to each Member (to the extent that cash is available for such distributions, after necessary expenses and reserves in accordance with this Agreement and as otherwise determined by the Management Board or as may be required by such Member’s employment agreement or any Side Letter) so that each such Member may pay its taxes with respect to its share of the taxable income of the Company for a taxable year or other taxable period. If the Management Board determines that enough cash is available for such distributions, then the Management Board shall calculate the amount of any such distributions by applying the highest marginal effective tax rate applicable to a corporation doing business in New York, New York to each Member and may make such distributions to the extent that cash is available. Any distribution made to a Member pursuant to this Section 7.4 shall be made as soon as practicable after the end of the taxable year or other taxable period for which such distribution is being made. Any distribution made to a Member shall reduce the amount distributable to such Member from the Company under Section 7.1.

Section 7.5 Trican Repayment

Notwithstanding anything to the contrary in this Agreement, in the event that any amounts are distributable to Trican under this Agreement prior to the full Trican Repayment (including accrued interest thereon), or satisfaction thereof in accordance with Section 2.2(b), then any such amounts that would otherwise be distributable to Trican shall be distributed to the applicable Cerberus Funds, as designated by the Cerberus Representative, until the full amount of the Cerberus Contribution Loan (including accrued interest thereon) has been repaid.

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ARTICLE VIII.

OTHER TAX MATTERS

Section 8.1 Tax Matters Member

The Company and each Member hereby designate (a) Cerberus Institutional Partners V, L.P. as the “tax matters partner” of the Company for purposes of Code Section 6231(a)(7) and (b) Cerberus Institutional Partners V, L.P. as a “partnership representative” of the Company under Section 6223 of the Code (as amended by the Budget Act), and the Management Board is hereby authorized to take any actions necessary or appropriate for Cerberus Institutional Partners V, L.P. to be designated as a “partnership representative under such Section (the person designated in the preceding clauses (a) or (b), the “ Tax Matters Member ”).The Management Board (after consultation with the Tax Matters Member) shall: (a) cause to be prepared and timely filed by the Company all United States federal, state and local income tax returns of the Company for each year for which such returns are required to be filed; and (b) determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax Laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. Subject to the express provisions of this Agreement, the Management Board may in its reasonable discretion cause the Company to make or refrain from making any and all elections permitted by such tax Laws.

Section 8.2 Furnishing Information to Tax Matters Member

Each Member shall furnish to the Tax Matters Member such information (including information specified in Code Section 6230(e)) as such Tax Matters Member may, at its reasonable discretion, request to permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members in accordance with Code Section 6223 or any other provisions of the Code or the published regulations thereunder which require the Tax Matters Member to obtain information from the Members.

Section 8.3 Tax Claims and Proceedings

In respect of any income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any income tax return of the Company, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (a) all expenses reasonably incurred by the Tax Matters Member in connection therewith shall be expenses of the Company, (b) in any material proceeding the Tax Matters Member shall promptly take such action as may be necessary to cause each of the other Members to become a “ notice partner ” within the meaning of Code Section 6231(a)(8), in respect of any taxable year governed by such Section, (c) in any material proceeding the Tax Matters Member shall furnish to the other Members a copy of all material

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notices or other written communications received by the Tax Matters Member from the Internal Revenue Service (except such notices or communications as are sent directly to the Members), and (d) in any material proceeding the Tax Matters Member shall notify the other Members of all material conversations it has with the relevant taxing authority and shall keep the other Members reasonably informed of all material matters which may come to its attention in its capacity as Tax Matters Member. The Tax Matters Member is hereby authorized to take any action required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code, as amended by the Budget Act) (an “ Imputed Underpayment ”) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Company to be borne by the Members and former Members to which such Imputed Underpayment relates as determined by the Tax Matters Member after consulting with the Company’s accountants or other tax advisors. By executing this Agreement each Member (i) expressly authorizes the Tax Matters Member and the Company to take all actions that are reasonably necessary to cause the Company to make the election set forth in Section 6226 of the Code (as amended by the Budget Act) if the Tax Matters Member decides to make that election, and (ii) expressly agrees to take any action, and to deliver to the Tax Matters Member as soon as reasonably practicable after receipt of a request therefor, with any information within such Member’s possession and necessary to give effect to such election. Each Member hereby severally indemnifies and holds the Company and each other Member (including the Tax Matters Member) harmless from and against such Member’s respective portion of the financial burden of any Imputed Underpayment as provided in the preceding sentence.

Section 8.4 Books and Records

The Tax Matters Member shall use commercially reasonable efforts to provide tax returns to all Members within 120 days after the end of the relevant fiscal year. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The books and records of the Company shall include a record of each transfer of participating interests of the Company. The taxable year of the Company for federal income tax purposes shall be the calendar year or such other taxable year as is required for U.S. federal income tax purposes. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business in the United States, and each Member, and any duly authorized representative, shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times. The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Management Board and otherwise in accordance with generally accepted accounting principles, consistently applied, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles (including the Regulations).

Section 8.5 Survival

The provisions of this Article VIII shall survive the termination of the Company (as well as any termination, purchase or redemption of any Member’s interest in the Company for any reason whatsoever), and shall remain binding on the Members and all former Members for a period of time necessary to resolve with the appropriate taxing authorities any and all material matters regarding the taxation of the Company and its Members by reason of their percentage interests.

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ARTICLE IX.

REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations and Warranties of Members

Each of the Members hereby represents and warrants to the Company and to each of the other Members, as of the date hereof, that:

(a) If it is a corporation, a limited liability company or limited partnership, it is as of the date hereof, duly incorporated or otherwise duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, and if it is a partnership, is as of the date hereof, validly constituted and not dissolved, and, in each case, has the power and lawful authority to own its assets and properties and to carry on its business as now conducted.

(b) It has, as of the date hereof, the full right, power and authority to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been, fully executed and delivered by such Member and, assuming the due execution and delivery by the other parties, constitutes, in the case of this Agreement, the valid and binding obligation of such Member, enforceable in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, reorganization or moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(c) No approval or consent of any Governmental Entity or of any other Person is required in connection with the execution and delivery by it of this Agreement and the consummation and performance by such member of the transactions contemplated hereunder, except such as have been obtained and are in full force and effect.

(d) The execution and delivery of this Agreement by it, the consummation of the transactions contemplated hereunder and the performance by such Member of its obligations under this Agreement, in accordance with the terms and conditions hereof, will not, as of the date hereof, conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under: (i) if it is a corporation, a limited liability company, limited partnership or other entity, the certificate of incorporation, by-laws, certificate of formation, limited liability company agreement or other constitutive documents of such Member; (ii) any instrument or contract to which such Member is a party or by or to which it or its assets or properties are bound or subject; or (iii) any Law, except, in each case, for such breaches violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Member to perform its obligations hereunder.

(e) It understands that there are substantial risks to an investment in the Company and it has both the sophistication to be able to fully evaluate the risk of an investment in the Company and the capacity to protect its own interests in making such investment. Such Member fully understands and agrees that the investment in the Company is an illiquid investment.

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(f) If it is an Investor Member, it is a QIB or an “ accredited investor ” within the meaning of the 1933 Act and is able to bear the economic risk of such an investment in the Company for an indefinite period of time, that it has no need for liquidity of this investment and it could bear a complete loss of this investment. Each such Investor Member is either (i) a “ qualified purchaser ” within the meaning of the 1940 Act or (ii) if the Member is an entity formed and is being utilized primarily for the purpose of making an investment in the Company, each beneficial owner of such Member’s securities is such a qualified purchaser.

(g) It is acquiring its Units for investment solely for such Member’s own account and not for distribution, Transfer or sale to others in connection with any distribution or public offering. It understands that, irrespective of whether or not the Units might be deemed “securities” under applicable Laws, the Company is not obligated to register any Units for resale under the 1933 Act or any applicable state securities Laws.

(h) It specifically understands and agrees that no other Member has made nor will make any representation or warranty with respect to the worthiness, terms, value or any other aspect of the Company, any Units or the Keane Group Stock and it explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, such Member specifically acknowledges, represents and warrants that (i) it is not relying on any other Member, for its own due diligence concerning, or evaluation of, the Company or any related transaction and (ii) that it is not relying on any other Member with respect to tax and other economic considerations involved in an investment in the Company.

(i) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Company based upon arrangements made by or on behalf of such Member.

Section 9.2 ERISA Representation

Each of the Members represents, warrants and covenants to each other Members and to the Company that no portion of the assets being used by it to purchase and hold its Units constitute assets of a plan within the meaning of Section 3(32) of ERISA.

Section 9.3 Survival

The representations and warranties of the Members contained in this Agreement shall survive the Effective Date.

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ARTICLE X.

DISSOLUTION AND TERMINATION OF THE COMPANY

Section  10.1 Dissolution

The Company shall be dissolved and its affairs wound up upon the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

Section 10.2 Continuation of Interest of Member’s Representative

Notwithstanding anything contained herein, upon the expulsion, receivership, dissolution or Bankruptcy of a Member, the personal representative, trustee-in-bankruptcy, debtor-in-possession, receiver, other representative, successor, heir or legatee (each, a “ Representative ”) of such Member shall, subject to the provisions of Article V, immediately succeed to the Units of such Member in the Company. Such Representative shall appoint an individual (which may be such Representative) who will represent the Representative’s voting interest, if any.

Section 10.3 Dissolution, Winding Up and Liquidation

(a) Upon the consummation of any dissolution, liquidation or similar event of the Company, other than in connection with a Sale-of-the-Company, the Class C Interests shall be converted into Class A Units; provided , that in such case (i) the valuation of the Company shall be determined based upon the valuation obtained in connection with such liquidation or dissolution event by a nationally recognized independent valuation firm that is experienced with the valuation of companies in similar businesses to the Company and (ii) the number of converted Class A Units shall have an aggregate valuation equal to the dollar amount that would be distributed to the Holders of the Class C Interests pursuant to Section 7.1.

(b) Upon the consummation of any dissolution, liquidation or similar event of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by Law, in the following order:

(i) first, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities (including any liabilities pursuant to any Unit repurchase obligation of the Company that are then due and payable), including the expenses of the winding-up, liquidation and dissolution of the Company (whether by payment or the making of reasonable reserves to provide for payment thereof); and

(ii) second, to the Members in accordance with Section 7.1.

(c) Distributions pursuant to this Section 10.3 shall be made no later than the end of the Fiscal Year during which the Company is liquidated (or, if later, 90 days after the date on which the Company is liquidated).

Section 10.4 Member Bankruptcy

(a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

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(b) Notwithstanding any other provision of this Agreement, each of the Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Members, or the occurrence of an event that causes the Member to cease to be a member of the Company.

ARTICLE XI.

INDEMNIFICATION AND CONTRIBUTION

Section 11.1 Exculpation and Indemnification

Each of the Covered Persons (each, an “ Indemnitee ”) shall, to the fullest extent permitted by the Act or other applicable Law, be exculpated from, and indemnified by, the Company against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost or expense of any kind or nature whatsoever (including, without limitation, all reasonable attorneys’ fees, costs and expenses of defense, appeal and settlement of any proceedings instituted against such Indemnitee or the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable) and all costs of investigation in connection therewith) that relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable) or such Indemnitee acting on behalf of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable) (collectively, “ Indemnifiable Losses ”), other than acts or omissions involving fraud, willful misconduct, gross negligence or knowing violations of criminal law. The Company shall advance expenses incurred by such Indemnitee upon the receipt by the Company of the signed statement of such Indemnitee agreeing to reimburse the Company for such advance in the event it is ultimately determined that such Indemnitee is not entitled to be indemnified by the Company for such expenses. No Indemnitee shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other Indemnitee or agent of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable), (ii) for any loss on account of defect of title to any property of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable), (iii) on account of the insufficiency of any security in or upon which any money of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable) shall be invested or (iv) for any loss incurred through any bank, broker or other similar person. An Indemnitee that is a Manager shall not be denied exculpation and indemnification, or the advancement of expenses, in whole or in part, under this Section 11.1 solely because such Indemnitee had an interest in the transaction with respect to which the exculpation, indemnification or advancement of expenses is related if the transaction was otherwise permitted by the terms of this Agreement. Notwithstanding the foregoing, (A) the Keane Parties shall remain liable for breaches of their representations, warranties and covenants contained in the Initial Purchase Agreement, and nothing herein (including the execution of this Agreement) shall expand or reduce the Keane Parties’ indemnification obligations under the Initial Purchase Agreement, (B) Trican shall remain liable for breaches of its representations, warranties and covenants contained in the Trican Purchase Agreement, and nothing herein shall affect Trican’s indemnification obligations under the Trican Purchase Agreement and (C) Keane Group Holdings, LLC shall remain liable for breaches of its representations, warranties and covenants contained in the Trican Purchase Agreement, and nothing herein shall affect the Keane Group Holdings, LLC’s indemnification obligations under the Trican Purchase Agreement.

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Section 11.2 Not Exclusive

The indemnification and advancement of expenses provided by or granted pursuant to this Article XI shall not be deemed exclusive of any other rights to which Indemnitees may be entitled under any agreement.

Section 11.3 Insurance

The Company may purchase and maintain insurance on behalf of any Person that is or was a Member, Manager, officer, employee or agent of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable), or is or was serving at the request of the Company (or prior to the Effective Date, Keane Group Holdings, LLC, as applicable) as a Member, Manager, director, officer, employee or agent of another organization, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not he or she would be entitled to indemnity against such liability under the provisions of this Article XI.

Section 11.4 Beneficiaries

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XI shall continue as to a Person that has ceased to be a Member, Manager, officer, employee or agent with respect to the period in which such Person is a Member, Manager, officer, employee or agent and shall inure to the benefit of the executors and administrators of such a Person.

Section 11.5 Indemnification Procedure for Third Party and Other Claims

The Company shall have the right, but not the obligation, exercisable by written notice to the Person seeking such indemnification hereunder (the “ Indemnified Party ”) promptly but in any event no later than 30 days after receipt of written notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “ Third Party Claim ”), to assume the defense and control the settlement of such Third Party Claim that (a) involves (and continues to involve) solely money damages or (b) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the third party and the claims for equitable relief are incidental to the claims for money damages. The Indemnified Party shall have the right to assume the defense and control the settlement of any Third Party Claim (i) not described in clauses (a) or (b) of the preceding sentence or (ii) described in clauses (a) or (b) of the preceding sentence whose defense and control of settlement has not been promptly assumed by the Company. The Company or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim that the other is defending, as provided in this Agreement. The Company, if it has assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld). The Company shall not, without the Indemnified Party’s prior written consent, enter into any

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compromise or settlement which (x) commits the Indemnified Party to take, or to forbear to take, any action or (y) does not provide for a complete release by such third party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief against the Indemnified Party, and shall have the right to settle any Third Party Claim involving money damages for which the Company has not assumed the defense pursuant to this Section 11.5 with the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

Section 11.6 Other Claims

In the event an Indemnified Party shall claim a right to payment pursuant to this Agreement for other than a Third Party Claim, such Indemnified Party shall send written notice of such claim to the indemnifying party. Such notice shall specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, the Indemnified Party and the Company shall attempt to resolve such claim by mutual agreement before resorting to other legal means to resolve such claim.

Section 11.7 Limitation on Damages

Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement including, without limitation, in respect of any breach by any Member of this Agreement; provided , that the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Indemnifiable Losses directly incurred from Third Party Claims. Any Indemnitee shall take commercially reasonable actions to mitigate his, her, its or their damages. The obligation of any Member to indemnify any Person(s) pursuant to this Agreement is limited, in the aggregate for all claims, to such Member’s Units, and no Person claiming indemnification or otherwise making any claim against a Member shall have recourse against such Member for any deficiency.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

Section 12.1 Entire Agreement

This Agreement, the Member Contribution and Exchange Agreements, employment agreements with the Company or one of its Affiliates, any Side Letters and the Certificate of Formation constitute the complete and exclusive statement of the agreement among the Members with respect to the subject matter contained herein and therein. This Agreement, the Member Contribution and Exchange Agreements, employment agreements with the Company or one of its Affiliates, any Side Letters and the Certificate of Formation replace and supersede all prior agreements by and among the Members with respect to the subject matter contained herein and therein.

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Section 12.2 Amendments

(a) This Agreement may be amended from time to time in writing by a majority of the Management Board; provided that any amendment that has a materially disproportionate and adverse effect to a specific holder of Units shall require the written consent of such holder (provided, further, that any materially disproportionate and adverse effect to a holder resulting from the failure of such holder to exercise a right to participate on a proportionate basis and otherwise on the basis of the governance provisions set forth in this Agreement in a transaction effected in accordance with this Agreement shall be disregarded for purposes of this Section 12.2). For the avoidance of doubt, subject to Section 3.2(c), this Agreement may be amended from time to time in writing by a majority of the Management Board to the extent necessary or appropriate in the judgment of a majority of the Management Board to reflect the rights of any Equity Securities issued by the Company in accordance with this Agreement. Notwithstanding anything herein to the contrary, if Treasury Regulations or other administrative announcements promulgated under the provisions of the Bipartisan Budget Act of 2015 are adopted as final (or temporary) rules (the “ New Rules ”), the Management Board is authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Managers may determine to be necessary or advisable to comply with, administer or reflect the New Rules and to administer the effects of such provisions in an equitable manner; provided , that such amendments do not materially alter the economic rights of the Members under this Agreement other than the timing of distributions pursuant to Article VII.

(b) Notwithstanding the foregoing, for as long as: (i) Trican has voting approval rights in connection with Section 3.2(c)(i), subject to Section 3.2(c)(iii), the definition of “Major Decision” (or if Trican ceases to Hold at least 50% of the Class A Units Held by it on the Effective Date as provided in Section 3.2(c)(iii), solely with respect to items (i), (ii), (iv), (v), (viii)-(xi) and (xiv) of the definition of “Major Decision”) shall not be amended or modified without the prior written consent of Trican; and (ii) the Keane Parties have voting approval rights in connection with Section 3.2(c)(i), subject to Section 3.2(c)(ii), the definition of “Major Decision” (or if the Keane Parties cease to Hold at least 50% of the Class A Units Held by them on the Effective Date as provided in Section 3.2(c)(ii), solely with respect to items (i), (ii), (iv), (v), (viii)-(xi) and (xiv) of the definition of “Major Decision”) shall not be amended or modified without the prior written consent of the Keane Representative acting on behalf of the Keane Parties Holding in excess of 50% of the Class A Units then Held by the Keane Parties.

Section 12.3 Applicable Law; Venue

(a) The laws of the State of Delaware, without reference to conflict of laws principles, shall govern the validity, construction and interpretation of this Agreement and the Certificate of Formation.

(b) Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby may be brought exclusively in the Chancery Court of the State of Delaware and hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address provided to the Company in accordance with Section 12.10, such service to become effective ten days after such mailing.

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Section 12.4 Enforcement

In the event of an action, suit or proceeding initiated by one Member against another Member or the Company involving the enforcement of its rights hereunder, the prevailing party shall be entitled to indemnification from the other party of reasonable attorneys’ fees and expenses incurred in enforcing its rights in such action, suit or proceeding in accordance with this Section, or in accordance with an employment agreement.

Section 12.5 Headings

The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein.

Section 12.6 Severability

If any provision of this Agreement or the application thereof to any Person or circumstance shall be deemed invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by Law.

Section 12.7 Counterparts

This Agreement may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

Section 12.8 Filings

Following the execution and delivery of this Agreement, representatives of the Company, shall promptly prepare any documents required to be filed and recorded under the Act, and such representatives shall promptly cause each such document to be filed and recorded in accordance with the Act and, to the extent required by local Law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. Such representatives, shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable Law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

Section 12.9 Additional Documents

Each Member agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

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Section 12.10 Notices

All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (a) if given by facsimile, when transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next Business Day, (b) if given by reputable overnight courier, on the next Business Day, (c) by hand delivery, when delivered or (d) if mailed, on the second Business Day following the day on which sent by first class mail:

If to the Company, addressed as follows:

Keane Investor Holdings LLC

2121 Sage Road, Suite 370

Houston, TX 77056

Facsimile: 713.960.1048

Attention: James Stewart, Chairman and Chief Executive Officer

                 Greg Powell, President and Chief Financial Officer

With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: Stuart D. Freedman, Esq.

                 Antonio L. Diaz-Albertini, Esq.

Facsimile number: (212) 593-5955

If to the Cerberus Funds or the Cerberus Representative, addressed as follows:

c/o Cerberus Capital Management, L.P.

875 Third Avenue, 11 ^th Floor

New York, NY 10022

Attention: Lenard Tessler

                 Scott Wille

                 Lisa A. Gray, Esq.

Facsimile number: (212) 755-3009

With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: Stuart D. Freedman, Esq.

                 Antonio L. Diaz-Albertini, Esq.

Facsimile number: (212) 593-5955

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If to Trican, addressed as follows:

Trican Well Service Ltd.

2900, 645-7th Ave SW

Calgary, AB | T2P 4G8

Facsimile: 403.231.7975

Attention: Dale Dusterhoft, Chief Executive Officer

                 Bonita Croft, VP, General Counsel and Corporate Secretary

With a copy to:

Trican Well Service, L.P.

c/o Trican Well Service Ltd.

2900, 645-7th Ave SW

Calgary, AB | T2P 4G8

Facsimile: 403.231.7975

Attention: Dale Dusterhoft, Chief Executive Officer

                 Bonita Croft, VP, General Counsel and Corporate Secretary

With an additional copy to:

Blake, Cassels & Graydon LLP

Suite 3500

855 2 ^nd Street S.W.

Calgary AB T2P 4J8

Canada

Facsimile: 403.260.9700

Attention: Ben Rogers

If to any of the Keane Parties or the Keane Representative, addressed as follows:

S&K Management Services, LLC

101 Keane Road

Lewis Run, PA 16738

Facsimile: (814) 363-9381

Attention: Shawn Keane and Kevin Keane

With a copy to:

Blair & Roach, LLP

2645 Sheridan Drive

Tonawanda, NY 14150

Facsimile: (716) 834-9197

Attention: John Blair, Esq.

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If to the other Members, at the addresses or facsimile numbers set forth on the signature page to this Agreement or such other addresses or facsimile numbers as such Members may hereafter specify to the Management Board or the Company.

Section 12.11 Waiver of Right to Partition and Bill of Accounting

To the fullest extent permitted by applicable Law, each Member covenants that it will not, and hereby waives any right to, file a bill for partnership accounting. Each Member irrevocably waives any right that it may have to maintain any action for dissolution of the Company (unless the Company is dissolved pursuant to Section 10.1).

Section 12.12 Confidentiality; Press Releases

(a) In connection with the formation of the Company and its and its Affiliates’ ongoing business, the Members will receive or have access to Confidential Information. “ Confidential Information ” means (i) all information, data, agreements, documents, reports and records, which are oral or in writing, containing confidential information concerning the Company or its Affiliates or their businesses or assets which are delivered or made available by the Company or its representatives to a Member or its representatives after the date of the formation of the Company, and (ii) all memoranda, notes, analyses, compilations, studies or other documents which include any such Confidential Information, whether prepared by the Company, a Member or their respective representatives, which contain any such Confidential Information; provided , however , that Confidential Information does not include (x) information which is obtained by such Member after the Effective Date from a source other than the Company or its representatives, (y) information which is or becomes generally available to the public other than as a result of a disclosure by a Member in violation of this Section 12.12, or (z) information developed independently by a Member without use of the Confidential Information.

(b) No Member, nor any Affiliate of any Member, shall (i) disclose or cause to be disclosed any Confidential Information to any Person nor use any Confidential Information for its own purposes or its own account, except as provided in Section 12.12(c), Section 12.12(d), Section 12.12(e) and Section 12.12(g), or (ii) use any Confidential Information other than (x) to review and evaluate such Member’s investment in the Company or (y) in connection with any transactions contemplated or permitted by this Agreement (as amended from time to time) to the extent such transactions are not competitive with the Company or its Subsidiaries, in the oilfield services business. For the avoidance of doubt, in connection with the foregoing, a “Sale-of-the-Company” shall not be considered under any circumstances to be “competitive” with the Company or its Subsidiaries.

(c) A Member (a “ Disclosing Member ”) may disclose the Confidential Information to its representatives and bona fide lenders and debt financing sources who (i) need to know such information to review and evaluate such Member’s investment in the Company, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information. The Disclosing Member agrees to be fully responsible for any breach of this Section 12.12 by any of its representatives, lenders and debt financing sources.

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(d) Notwithstanding anything to the contrary set forth in this Section 12.12, if a Member or any of its representatives are required to disclose any Confidential Information pursuant to any applicable Law or judicial or regulatory order, or to comply with applicable reporting requirements under the Federal securities Laws or the rules of any exchange or self-regulatory organization to which such Member or its Affiliates is subject, such Member will, if possible, promptly notify the Company of any such requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 12.12. If such order is not obtained, or the Company waives compliance with the provisions of this Section 12.12, such Member and its representatives will disclose only that portion of the Confidential Information, which they are advised by counsel that, they are legally required to so disclose. In the event that such Member and its representatives shall have complied fully with the provisions of this Section 12.12(d), the Company agrees that such disclosure may be made by such Member and its representatives without any liability hereunder.

(e) The parties hereto acknowledge that, as of the date hereof, Trican Parent is a reporting issuer under Canadian securities Laws and is listed on the Toronto Stock Exchange, and accordingly may be required to disclose to the public certain financial and business information regarding the Company and its interest therein. To the extent such information is material to Trican Parent under applicable Canadian securities laws, Trican and Trican Parent shall, subject to the final sentence of this Section 12.12(e), be permitted to disclose and file publicly such information, if required to do so by Canadian securities Laws (as advised by legal counsel), and only such information, regarding the Company and Trican’s interest in the Company as is required for Trican Parent to comply with the requirements of applicable Canadian securities Laws and the rules of the Toronto Stock Exchange or any other exchanges on which securities of Trican Parent may be listed from time to time. For greater certainty, to the extent that Trican Parent is required to publicly disclose information about its interests in the Company under applicable Canadian securities Laws, Trican Parent will: (a) notify the Company of the existence of the disclosure requirement; and (b) provide the Company with a reasonable opportunity to provide its input to Trican Parent regarding the nature and content of the information to be disclosed (which input shall be reflected in any such public disclosure unless unlawful or unreasonable to do so).

(f) Subject to Section 12.12(e), if Trican Parent is required, in order to comply with its obligations under applicable Canadian securities Laws, to publicly file a copy of a contract that is material to Trican Parent to which the Company or any of its Subsidiaries is a party, or to disclose a summary of any such material contract in its continuous disclosure record, Trican Parent will: (a) notify the Company of the existence of the disclosure requirement, and (b) provide the Company with a reasonable opportunity to provide its input to Trican Parent regarding the nature and content of the information to be disclosed, including as to any redactions of commercially sensitive confidential information from a material contract that is required to be filed. Upon the reasonable request of the Company, Trican Parent will redact confidential information from a material contract prior to public filing thereof to the extent that such redaction is permitted under applicable Canadian securities Laws.

(g) Notwithstanding anything in this Agreement to the contrary, to comply with Treas. Reg. Section 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all Persons, without

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limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by the Company; and (b) any performance information relating to the Company, does not constitute such tax treatment or tax structure information. Except as may be required by applicable Law or judicial or regulatory order, to comply with applicable reporting requirements under the Federal securities Laws or the rules of any exchange or self-regulatory organization to which such Member is subject, no Member shall publicly make any public announcements or issue any press release regarding this Agreement or the Company or its business; provided , however , each Investor Member may consult with and obtain the approval of the other Investor Members before issuing a press release or other public announcement with respect to this Agreement and may issue a press release or make a public announcement following such consultation and approval.

Section 12.13 Uniform Commercial Code

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

Section 12.14 Binding Agreement

Notwithstanding any other provision of this Agreement, the Members agree that this Agreement constitutes a legal, valid and binding agreement of the Members, and is enforceable against the Members by the Company in accordance with its terms.

Section 12.15 DISCLOSURES

THE INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ 1933 ACT ”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH LAWS PURSUANT TO EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL NOT BE ANY PUBLIC MARKET FOR THE INTERESTS. IN ADDITION, THE TERMS OF THIS AGREEMENT RESTRICT THE TRANSFERABILITY OF INTERESTS.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the date first above written.

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

[Signature Page to LLC Agreement of Keane Investor Holdings LLC]

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EXHIBIT A

INSTRUMENT OF ACCESSION

The undersigned,                                                                   , as a condition precedent to becoming the owner or holder of record of                          (                  ) [Class A] [Class B] [Class C] Units of Keane Investor Holdings LLC, a Delaware limited liability company (the “ Company ”), hereby agrees to become a Member under, party to and bound by that certain Limited Liability Company Agreement of the Company, dated as of                                  (the “ LLC Agreement ”), by and among the Company and the Members of the Company. This Instrument of Accession shall take effect and shall become an integral part of such LLC Agreement immediately upon execution and delivery to the Company of this Instrument of Accession.

IN WITNESS WHEREOF, the undersigned has caused this INSTRUMENT OF ACCESSION to be signed as of the date below written.

Exhibit A

Exhibit A