VOTING AGREEMENT
Exhibit
2.2
This VOTING AGREEMENT (this “Agreement”), dated as of August ___, 2008, is by and
between Precision Drilling Trust, an Alberta unincorporated open-ended investment trust
(“Precision”) and the undersigned holder (the “Affiliate”) of shares or options to
acquire shares of common stock of Grey Wolf, Inc., a Texas corporation (“Grey Wolf”).
Capitalized terms used and not defined herein shall have the respective meanings ascribed to them
in the Merger Agreement referenced below.
RECITALS
A. Precision, Precision Lobos Corporation, a Texas corporation and a subsidiary of Precision
(“Lobos”), Precision Drilling Corporation, a corporation amalgamated under the laws of the
Province of Alberta and Grey Wolf have entered into an Agreement and Plan of Merger dated August
24, 2008 (as the same may be amended from time to time, the “Merger Agreement”) pursuant to
which Grey Wolf will merge (the “Merger”) with and into Lobos, with Lobos surviving the
Merger as a wholly-owned subsidiary of Precision, on the terms and subject to the conditions set
forth in the Merger Agreement.
B. As of the date hereof, Affiliate owns and has the present power and right to vote (or to
direct the voting of) the number of shares of common stock, par value of $0.10 per share, of Grey
Wolf (the “Grey Wolf Common Stock”) set forth beneath the Affiliate’s name on the signature
page hereto and identified as “Number of shares of Grey Wolf Common Stock owned,” as such shares
may be adjusted by stock dividend, stock split, recapitalization, combination, merger,
consolidation, reorganization or other change in the capital structure of Grey Wolf affecting the
Grey Wolf Common Stock (such shares of Grey Wolf Common Stock, plus any other shares of Grey Wolf
Common Stock the voting power over which is acquired by Affiliate during the period (the
“Term”) from and including the date hereof through and including the date on which this
Agreement is terminated in accordance with its terms, are collectively referred to herein as
Affiliate’s “Subject Shares”).
C. As an inducement to the willingness of Precision to enter into the Merger Agreement, and as
an inducement and in consideration therefor, the Merger Agreement requires certain persons and
entities, including Affiliate, to execute and deliver this Agreement and Affiliate has agreed to
enter into this Agreement.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. Agreement to Vote the Subject Shares. Affiliate, solely in Affiliate’s capacity as a
stockholder of Grey Wolf, hereby agrees that during the Term, at any and all meetings (or any
adjournments or postponements thereof) of the holders of any class or classes of the capital stock
of Grey Wolf at which the Merger Agreement and the transactions contemplated thereby are
considered, however called, or in connection with any and all written consents of the holders of
any class or classes of the capital stock of Grey Wolf relating to the Merger Agreement and
transactions contemplated thereby, Affiliate shall vote (or cause to be voted) Affiliate’s Subject
Shares in favor of the approval and adoption of the Grey Wolf Proposal and the terms of the Merger
Agreement and the Merger and each of the other transactions contemplated by the
Merger Agreement (and any actions required in furtherance thereof). Affiliate, solely in
Affiliate’s capacity as a shareholder of Grey Wolf, agrees not to enter into any agreement, letter
of intent, agreement in principle or understanding with any person that violates or could
reasonably be expected to violate the provisions and agreements contained in this Agreement.
2. Covenants. Except for pledges in existence as of the date hereof, Affiliate agrees that,
except as contemplated by the terms of this Agreement, Affiliate shall not, directly or indirectly,
(i) grant any proxies or powers of attorney in respect of the Subject Shares, deposit any of
Affiliate’s Subject Shares into a voting trust or enter into a voting agreement with respect to any
of Affiliate’s Subject Shares, (ii) transfer, grant an option with respect to, sell, exchange,
pledge or otherwise dispose of or encumber the Subject Shares, or make any offer or enter into any
agreement providing for any of the foregoing at any time during the Term; provided, however, that
nothing contained herein will be deemed to restrict the ability of Affiliate to exercise any Grey
Wolf Option held by Affiliate, or (iii) take any action that would have the effect of preventing,
impeding, interfering with or adversely affecting Affiliate’s ability to perform Affiliate’s
obligations under this Agreement. Notwithstanding the foregoing, nothing herein shall prevent
Affiliate from assigning or transferring any Subject Shares beneficially owned by Affiliate to any
trust, estate, family partnership, foundation (whether family, private or public) or other entity
under Affiliate’s control or subject to the same ultimate control as Affiliate (each a
“Permitted Transferee”) if such Permitted Transferee agrees in writing to hold any Subject
Shares subject to all of the provisions of this Agreement as Affiliate hereunder.
3. Representations and Warranties of Affiliate. Affiliate hereby represents and warrants to
Precision as follows:
(a) Due Authority. Affiliate has the capacity to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. If Affiliate is an entity, Affiliate is duly
organized and validly existing under the laws of the jurisdiction of its organization, and
Affiliate has all necessary power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby by Affiliate have, if Affiliate is an
entity, been duly authorized by all necessary action on the part of Affiliate, and, assuming its
due authorization, execution and delivery by Precision, constitutes a valid and binding obligation
of Affiliate, enforceable against Affiliate in accordance with its terms.
(b) Ownership of Shares. Affiliate owns and has the present power and right to vote (or to
direct the voting of) the number of shares of Grey Wolf Common Stock set forth beneath the
Affiliate’s name on the signature page hereto and identified as “Number of shares of Grey Wolf
Common Stock owned.” Affiliate has sole voting power and sole power of disposition, in each case
with respect to all of the shares of Grey Wolf Common Stock set forth beneath Affiliate’s name on
the signature page hereto and identified as “Number of shares of Grey Wolf Common Stock owned,”
with no limitations, qualifications or restrictions on such rights, subject only to applicable
securities laws and the terms of this Agreement and as otherwise noted on the signature page
hereto. Also set forth on the signature page hereto is (i) the number of shares of Grey Wolf Common
Stock issuable pursuant to options to purchase Grey Wolf Common Stock held by Affiliate (the
“Options”) and (ii) the number of restricted shares of Grey Wolf Common Stock (which have
not vested) held by Affiliate (the “Restricted Shares”).
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The shares of Grey Wolf Common Stock set forth beneath the Affiliate’s name on the signature
page hereto and identified as “Number of shares of Grey Wolf Common Stock owned,” the Options and
the Restricted Shares are all of the equity interests in Grey Wolf legally or beneficially owned by
Affiliate.
(c) No Violations. (i) No filing with any governmental authority, and no authorization,
consent or approval of any other person is necessary for the execution of this Agreement by
Affiliate and the consummation by Affiliate of the transactions contemplated hereby (it being
understood that nothing herein shall prevent Affiliate’s compliance with Section 13(d) of the
Exchange Act) and (ii) none of the execution and delivery of this Agreement by Affiliate or
compliance by Affiliate with any of the provisions hereof shall (A) result in, or give rise to, a
violation or breach of or a default under any of the terms of any contract, understanding,
agreement or other instrument or obligation to which Affiliate is a party or by which Affiliate or
any of Affiliate’s Subject Shares or assets may be bound, or (B) violate any applicable order,
writ, injunction, decree, judgment, statute, rule or regulation which could reasonably be expected
to adversely affect Affiliate’s ability to perform Affiliate’s obligations under this Agreement.
(d) Reliance by Precision. Affiliate understands and acknowledges that Precision has entered
into the Merger Agreement in reliance upon the covenants contained therein requiring the execution
and delivery of this Agreement by Affiliate.
4. Miscellaneous.
(a) Affiliate Capacity. If Affiliate is or becomes during the term hereof a director or
officer of Grey Wolf, Affiliate does not make any agreement or understanding herein in Affiliate’s
capacity as such director or officer. Affiliate executes this Agreement solely in Affiliate’s
capacity as the record holder or beneficial owner of Affiliate’s Subject Shares and nothing herein
shall limit or affect any actions taken by Affiliate in Affiliate’s capacity as an officer or
director of Grey Wolf. Without limiting the foregoing, nothing in this Agreement shall limit or
affect the ability of a director or officer of Grey Wolf to take any action as may be advisable or
necessary in the discharge of his or her fiduciary duties as such director or officer, and without
regard to whether he or she is, without limitation, (i) a trustee or co-trustee of one or more
Affiliates, (ii) an officer, consultant or other representative of a trustee or co-trustee of one
or more Affiliates, or (iii) a beneficiary of one or more Affiliates.
(b) Publication. Affiliate hereby permits Precision and Grey Wolf to publish and disclose in
the Proxy Statement/Prospectus (including all documents and schedules filed with the SEC) and in
other filings with the SEC Affiliate’s identity and ownership of shares of Grey Wolf Common Stock
and the nature of Affiliate’s commitments, arrangements, and understandings pursuant to this
Agreement.
(c) Further Actions. Each of the parties hereto agrees that it will use its commercially
reasonable efforts to do all things necessary to effectuate this Agreement.
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(d) Entire Agreement. This Agreement contains the entire understanding of the parties hereto
with respect to the subject matter contained herein and supersedes all prior agreements and
understandings, oral and written, with respect thereto.
(e) Binding Effect; Benefit; Assignment. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their Permitted Transferees, heirs, estates and successors.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties hereto, except by will or by the laws of descent and distribution, without
the prior written consent of each of the other parties. Nothing in this Agreement, expressed or
implied, is intended to confer on any person, other than the parties hereto, any rights or
remedies.
(f) Amendments; Waivers. This Agreement may not be amended, changed, supplemented, waived or
otherwise modified or terminated, except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
(g) Specific Enforcement. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. Accordingly, the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to which they are entitled
at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative and not alternative,
and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise
of any other such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to demand such
compliance.
(j) Governing Law; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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(k) Headings. The descriptive headings of this Agreement are inserted for convenience only,
do not constitute a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.
(l) Counterparts; Facsimiles. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, and all of which together shall be deemed to be one and
the same instrument. A signature transmitted by facsimile or by electronic mail in “portable
document format” shall be treated for all purposes by the parties hereto as an original and shall
be binding upon the party transmitting such signature without limitation.
(m) Termination. This Agreement shall terminate, neither Precision nor Affiliate shall have
any rights or obligations hereunder, and this Agreement shall become null and void and have no
effect upon the earliest to occur of (i) the mutual consent of Precision and Affiliate, (ii) the
Effective Time, or (iii) the effective termination of the Merger Agreement pursuant to its terms;
provided, further, that termination of this Agreement shall not prevent any party hereunder from
seeking any remedies (at law or in equity) against any other party hereto for such party’s breach
of any of the terms of this Agreement. Notwithstanding the foregoing, Sections 4(d), 4(e), 4(h) and
4(j) shall survive the termination of this Agreement.
(Signature page follows)
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IN WITNESS WHEREOF, this Agreement is executed as of the date first stated above.
| PRECISION DRILLING TRUST, an Alberta unincorporated open-ended investment trust, by its administrator, Precision Drilling Corporation |
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| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| AFFILIATE | ||||||
| Printed Name: | ||||||
| Number of shares of Grey Wolf Common Stock owned: | ||||||
| Number of shares of Grey Wolf Common Stock issuable upon exercise of options to purchase Grey Wolf Common Stock held: |
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| Number of restricted shares of Grey Wolf Common Stock (which have not vested) held: | ||||||
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