AGREEMENT AND PLAN OF MERGER by and among DRILLING TOOLS INTERNATIONAL CORPORATION, a Delaware corporation; DTI MERGER SUB I, INC., a Delaware corporation; DTI MERGER SUB II, LLC, a Delaware limited liability company; and SUPERIOR DRILLING PRODUCTS,...Merger Agreement • March 7th, 2024 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 6, 2024, by and among Drilling Tools International Corporation, a Delaware corporation (“Parent”); DTI Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub I”); DTI Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Acquisition Sub II”, and together with Acquisition Sub I, the “Acquisition Subs”); and Superior Drilling Products, Inc., a Utah corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 7th, 2024 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 6, 2024, by and between Drilling Tools International Corporation, a Delaware corporation (“Parent”), and the persons set forth on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Superior Drilling Products, Inc., a Utah corporation (the “Company”), DTI Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub I”), and DTI Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Acquisition Sub II”).
