Exhibit A
VOTING AND SUPPORT AGREEMENT
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).
RECITALS
WHEREAS, Parent, the Company, Acquisition Sub I and Acquisition Sub II are entering into the Merger Agreement concurrently with the execution
and delivery of this Agreement, which Merger Agreement sets forth the terms and conditions on which Acquisition Sub I will be merged with and into the Company (the First Merger), with the Company surviving the First Merger as a
wholly owned Subsidiary of Parent, and the Company will thereafter be merged with and into Acquisition Sub II (the Second Merger, and together with the First Merger, the Mergers), with Acquisition Sub II
surviving the Second Merger as a wholly owned Subsidiary of Parent.
WHEREAS, as of the date hereof, each Shareholder is the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of the shares of Company Common Stock set forth opposite the name of such Shareholder on Schedule A attached hereto (the Existing
Shares).
WHEREAS, Parent has required, as an inducement to Parent entering into the Merger Agreement, that the Shareholders
enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and
agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
VOTING
1.1 Agreement to Vote. Each Shareholder, severally and not jointly, agrees that, from and after the date hereof and until
the earlier to occur of (x) the receipt of the Required Company Shareholder Vote and (y) the Termination Time (as defined in Section 4.1 below) (the Voting Covenant Expiration Date), at the Company
Shareholder Meeting or any other meeting of the shareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company, in each case relating to any proposed action by the shareholders of the
Company with respect to the matters set forth in Section 1.1(b) below (each, a Voting Event), such Shareholder shall:
(a) appear at each such Voting Event or otherwise cause the Existing Shares that are capable of being voted and any voting
securities of the Company acquired by such Shareholder after the date hereof and prior to the record date of such Voting Event owned beneficially or of record by such Shareholder (collectively, the Voting Shares) to be counted as
present thereat for purposes of calculating a quorum; and