VOTING AND SUPPORT AGREEMENT
THIS VOTING AND SUPPORT AGREEMENT, dated as of December 18, 2019, (the Agreement), by and among Superior Energy Services, Inc., a Delaware corporation (NAM Parent), New NAM, Inc., a Delaware corporation (NAM), Forbes Energy Services Ltd., a Delaware corporation (the Company), and the undersigned signatory set forth on the signature page hereto under the heading Holder (the Holder).
W I T N E S S E T H:
WHEREAS, NAM Parent, NAM, the Company, Spieth Newco, Inc., a Delaware corporation (Holdco), Spieth Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (NAM Merger Sub), and Fowler Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Fowler Merger Sub), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented from time to time, the Merger Agreement), providing for the mergers as described in Section 1.01 of the Merger Agreement, as a result of which NAM Merger Sub will merge with and into NAM, with NAM surviving such merger as a direct, wholly owned subsidiary of Holdco and Fowler Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct, wholly owned subsidiary of Holdco (collectively, the Mergers), all on the terms and subject to the conditions of the Merger Agreement;
WHEREAS, the Holder is the Beneficial Owner (as defined below) of 118,084 shares (the Shares) of common stock, par value $0.01 per share, of the Company (the Company Common Stock);
WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a condition and an inducement to NAM Parent, NAM and the Company entering into the Merger Agreement, the Holder is entering into this Agreement with respect to the Shares; and
WHEREAS, each of NAM Parent, NAM and the Company desires that the Holder agree, and the Holder is willing to agree, subject to the limitations herein, not to Transfer (as defined below) any of its Shares, and to vote its Shares in a manner so as to facilitate consummation of the Mergers and the other transactions contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
1.1 Definitions. This Agreement is one of the Voting Agreements as defined in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.