AGREEMENT AND PLAN OF MERGER among PATTERSON-UTI ENERGY, INC., PECOS MERGER SUB INC., PECOS SECOND MERGER SUB LLC and NEXTIER OILFIELD SOLUTIONS INC. Dated as of June 14, 2023Merger Agreement • June 15th, 2023 • Patterson Uti Energy Inc • Drilling oil & gas wells • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 14, 2023, is entered into by and among Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), Pecos Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Parent Sub”), Pecos Second Merger Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (“LLC Sub” and, together with Parent and Parent Sub, the “Parent Parties”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referred to herein individually as a “Party” and collectively as the “Parties”.
SUPPORT AGREEMENT AND IRREVOCABLE PROXYSupport Agreement and Irrevocable Proxy • June 15th, 2023 • Patterson Uti Energy Inc • Drilling oil & gas wells
This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is dated as of June 14, 2023, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), 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).
