AGREEMENT AND PLAN OF MERGER by and among HELMERICH & PAYNE, INC., SPRING MERGER SUB, INC., MOTIVE DRILLING TECHNOLOGIES, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC ___________________________ Dated as of May 22, 2017 ___________________________Agreement and Plan of Merger • August 4th, 2017 • Helmerich & Payne, Inc. • Drilling oil & gas wells • Delaware
This AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of May 22, 2017, by and among Helmerich & Payne, Inc., a Delaware corporation (“Parent”), Spring Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Motive Drilling Technologies, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as agent and attorney in fact for the Company Securityholders (in such capacity, the “Stockholder Representative” and, together with Parent, Merger Sub and the Company, the “Parties”).
