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Key Energy Services Restructuring Support Agreement

Within the framework of the RSA, the parties have agreed to support each other in good faith and to cooperate, coordinate and deploy their economically appropriate efforts to implement the restructuring as soon as possible and reasonably practicable, under the conditions set by the RSA. The company currently expects the restructuring to be completed by the end of February 2020. Davis Polk advises an ad hoc group of secured lenders (the “Ad Hoc Group”) in connection with an out-of-court restructuring of Key Energy Services, Inc. (“Key Energy”) and its subsidiaries (together the “Company”). On 24 January 2020, the company and the ad hoc group, which together hold more than 99.5% of the nominal amount of the outstanding fixed-term loans, concluded a restructuring aid agreement (“RSA”) providing for an out-of-court restructuring of the company. (C) Election of Directors. Subject to the shareholders` agreement of March 6, 2020 between the company and certain holders of ordinary shares mentioned therein (the “shareholders` agreement”), the conditions and the method of choice of directors are set out in the company`s articles of association. Notwithstanding the foregoing, whenever the holders of one or more preferential series issued by the company have the right to vote individually in series or separately as a class with one or more of these other series, to elect directors at an annual or special meeting of shareholders, election, term, deletion, the filling of vacancies and other characteristics of such board posts shall be subject to the conditions of such amendments. and the adapted instrument of incorporation (including all names relating to a number of preferential shares) which apply to those shares. . . .

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