Fill and Sign the Form of Stockholders Agreement by and among Keane Group

- 1 - STOCK SALE AND PURCHASE AGREEMENT THIS Agreement made and entered into this the _______ day of _______________, 20___, by and among _______________________, a ___________________ corporation (the "Company") and _____________________________________ ("_______________") and __________________________ ("_______________") and _____________________________ ("_______________") (___________________________ and _______________ are individually sometimes referred to as "Shareholder" and collectively sometimes referred to as the "Shareholders"). WHEREAS, the Shareholders, as owners of all of the issued and outstanding stock of the Company, desire to expand the business operations of the Company; WHEREAS, the Shareholders agree it is in the best interest of the Company and its shareholders to sell additional shares of stock of the Company to _________________________. NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the parties hereto agree as follows: i. Stock Sale. Subject to the conditions precedent set forth in Paragraph 3 hereof and to the provisions of Paragraph 6 hereof, the Company does hereby agree to issue and sell to ___________________________ and __________________________ does hereby agree to purchase ___________________ shares of newly issued common capital stock of the Company which, upon issuance, will constitute __________% of the issued and outstanding shares of stock of the Company and will be evidenced by stock certificate number ____________________ ("said Stock"), at the purchase price set forth in Paragraph 2 below.
ii. Purchase by the shareholders. By virtue of this agreement, in consideration of the shares of stock offered pursuant to the purchase agreement hereto, the shareholders there- upon agree to grant to the company a right, of and upon behalf of themselves and the holders of the issued and/or outstanding shares of stock of the company hereby authorized to be purchased, to agree- singly purchase, upon exercise of the right to purchase, upon the terms as detailed in the " purchase agreement and conditions, " the foregoing shares of stock. Iii. Conditions precedent setting forth. The stock sale contemplated by this agreement shall be subject to the following specified conditions and conditions: (a) the company shall not be required to consummate or consummate any of its business activities with respect to the sale thereof by the holders of the shares of stock hereby purchased. (b) upon such completion of the business activities, including the receipt of the funds necessary to consul- ment the sale of these shares of stock by the company, no warrants, options, warrants, options, warrants or other rights or options on the outstanding shares of stock of the company, shall be issued or granted by the company, nor shall the company enter into any agreements herewith or execute any documents hereto with respect to such warrants, options, warrants, options, warrants or other rights or options. In addition, the company shall not, in any manner whatsoever, enter into any extension agreement, purchase agreement, or otherwise, with respect to the purchase of such warrants, options, warrants, options, warrants or other rights or options with any third party. (c) the company shall not have a right to impose any conditions in connection with the purchase of the stock heretofore purchased which might not reasonably be considered by the company as necessary to effectuate the intention of the company to consummate the sale thereof. (d) if such the company may have been required to accept or accept, prior or contemporaneous with or within 24 hours after signing of the stock sales agreement hereto, any investment of funds provided by the shareholders of the company as compensation for the purchase of such stock. (e) all agreements contained in the documents executed herewith for the purpose of consummating this stock sale shall be in writing, signed by the company and the shareholders, and shall be delivered as evidence of the terms of the agreement in one (1) or more originals and in electronic form which shall be promptly stored and preserved according to the procedures followed by the company and duly recorded in books or records which shall be maintained