AGREEMENT AND PLAN OF MERGER BY AND AMONG NABORS INDUSTRIES LTD., DIAMOND ACQUISITION CORP., AND SUPERIOR WELL SERVICES, INC. DATED AS OF AUGUST 6, 2010Merger Agreement • August 9th, 2010 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2010 (this “Agreement”), is made and entered into by and among NABORS INDUSTRIES LTD., a Bermuda exempt company (“Parent”), DIAMOND ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties”.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 9th, 2010 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated August 6, 2010, is entered into between Nabors Industries Ltd., a Bermuda exempt company (“Parent”), Diamond Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (“Sub”), and the undersigned stockholders of the Company (each a “Stockholder”), with respect to (a) the shares of common stock, par value $0.01 per share (the “Shares”), of Superior Well Services, Inc., a Delaware corporation (the “Company”), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
