TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2012 between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), and Union Drilling Company LLC, a Delaware limited liability company (“Stockholder”).
CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENTContribution, Non-Tender and Support Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of September 24, 2012, is entered into by and between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), Wolf Marine S.A. (“Wolf Marine”), a stockholder of Union Drilling, Inc., a Delaware corporation (the “Company”), Lucky Star Ltd., (“Lucky Star”), a stockholder of the Company (each of Wolf Marine and Lucky Star individually, an “Investor,” and together, the “Investors”), and, solely for purposes of Section 1.4 of this Agreement, Avista Capital Partners III, L.P. and Avista Capital Partners (Offshore) III, L.P. (each, a “Sponsor” and collectively, “Sponsors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER dated as of September 24, 2012Agreement and Plan of Merger • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 24, 2012 among Union Drilling, Inc., a Delaware corporation (the “Company”), Sidewinder Drilling Inc., a Delaware corporation (“Parent”), and Fastball Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
