SUPPORT AGREEMENT AND IRREVOCABLE PROXY
This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this Agreement), dated as of June 16, 2019, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the Stockholder), C&J Energy Services, Inc. a Delaware corporation (Crown) and Cerberus Capital Management, L.P., a Delaware limited partnership (Cerberus). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
WHEREAS, concurrently herewith, Crown, Keane Group, Inc., a Delaware corporation (King), and King Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of King (King Sub), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), pursuant to which King Sub will merge with and into Crown (the Merger), with Crown surviving the Merger as a wholly owned subsidiary of King, pursuant to and in accordance with the provisions of the General Corporation Law of the State of Delaware (the DGCL), providing for, among other things, each share of common stock of Crown, par value $0.01 per share, being converted into the right to receive a number of validly issued, fully paid and nonassessable shares of King common stock, par value $0.01 per share (the King Common Stock), equal to 1.6149;
WHEREAS, as of the date hereof, the Stockholder is the beneficial and record owner of that number of shares of King Common Stock, as set forth on Schedule I to this Agreement;
WHEREAS, the board of directors of King (the King Board), following the favorable recommendation of the special committee (such Special Committee comprised of only independent and disinterested members of the King Board, the Special Committee), has unanimously (a) determined that the Merger Agreement and the Transactions, including the issuance of shares of King Common Stock pursuant to the Merger Agreement (the Share Issuance), are fair to and in the best interests of King and its stockholders, (b) approved and declared advisable the Merger Agreement and the Transactions, (c) directed that the Share Issuance be submitted to the holders of King Common Stock and (d) recommended that the stockholders of King vote in favor of the Share Issuance;
WHEREAS, (i) Cerberus (an Affiliate of the Stockholder) is a party to that certain Margin Loan Agreement, dated as of January 16, 2019, by and among KIH Finance, LLC (a special purpose entity of Cerberus), as the borrower (the Borrower), Cerberus, in its capacity as the Cerberus Representative (as defined therein) of the Stockholder, Morgan Stanley Senior Funding, Inc., as the administrative agent, the lenders party thereto from time to time, and Morgan Stanley & Co. LLC, as the collateral agent and calculation agent (as amended, supplemented, amended and restated on or prior to the date hereof, the Loan Agreement) and (ii) the Borrower and the Stockholder are parties to those certain security and control agreements among such entity and the other parties thereto as in effect on the date hereof (the Security Agreements and together with the Loan Agreement, the Loan Documents); and