Form SC 13E3 - Going private transaction by certain issuers

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND

RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

SUPERIOR DRILLING PRODUCTS, INC.

(Name of the Issuer)

Superior Drilling Products, Inc.

Drilling Tools International Corporation

DTI Merger Sub I, Inc.

DTI Merger Sub II, LLC

G. Troy Meier

Annette Meier

Meier Family Holding Company, LLC

Meier Management Company, LLC

(Names of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

868153107

(CUSIP Number of Class of Security)


R. Wayne Prejean President and Chief Executive Officer Drilling Tools International Corporation 3701 Briarpark Drive, Suite 150 Houston, Texas 77042 (832) 742-8500		Troy Meier Chief Executive Officer Superior Drilling Products, Inc. 1583 South 1700 East Vernal, Utah 84078 (435) 789-0594
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) *With copies to:*
Michael J. Blankenship Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, Texas 77002 (713) 651-2678	Kevin Poli Porter Hedges LLP 100 Main Street, 36^th Floor Houston, TX 77002 (713) 226-6682	Randolph Ewing Ewing & Jones, PLLC 6363 Woodway, Suite 100 Houston, Texas 77057 (713) 590-9610

This statement is filed in connection with (check the appropriate box):


a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	☒	The filing of a registration statement under the Securities Act of 1933.

c.	☐	A tender offer.

d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”), together with the exhibits hereto, is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Superior Drilling Products, Inc., a Utah corporation (“SDPI”), and the issuer of the common stock, par value $0.001 per share (the “SDPI Common Stock”), that is subject to the Rule 13e-3 transaction; (ii) Drilling Tools International Corporation, a Delaware corporation (“DTI”), (iii) DTI Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), (iv) DTI Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), (v) G. Troy Meier, (vi) Annette Meier, (vii) Meier Family Holdings Company, LLC and (viii) Meier Management Company, LLC (collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated March 6, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among SDPI, DTI, Merger Sub I, and Merger Sub II, pursuant to which (i) Merger Sub I, a direct and wholly owned subsidiary of DTI, will merge with and into SDPI with SDPI surviving as a wholly owned subsidiary of DTI (the “First Merger,” and such surviving corporation, the “Surviving Corporation”) and (ii) following the effective time of the First Merger (the “First Effective Time”), the Surviving Corporation will merge with and into DTI Merger Sub II, a direct and wholly owned subsidiary of DTI, with Merger Sub II surviving as a wholly owned subsidiary of DTI (the “Second Merger,” and together with the First Merger, the “Merger”).

Under the terms of the Merger Agreement, at the First Effective Time, each share of SDPI Common Stock issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive, without interest, at the election of the holder thereof, and subject to the proration provisions of the Merger Agreement,: (a) for each share of SDPI Common Stock with respect to which an election to receive cash has been made and not revoked or lost (each, a “Cash Election Share”), $1.00 in cash (the “Cash Election Consideration”); (b) for each share of SDPI Common Stock with respect to which an election to receive stock has been made and not revoked or lost (each, a “Stock Election Share”), 0.313 validly issued, fully paid, and non-assessable shares of common stock, par value $0.0001 per share (the “DTI Common Stock”), of DTI (the “Stock Election Consideration,” and together with the Cash Election Consideration, the “Merger Consideration”); and (c) for each share of SDPI Common Stock with respect to which no election to receive the Cash Election Consideration or the Stock Election Consideration (each, a “No Election Share”), the Cash Election Consideration or the Stock Election consideration, as provided in the proration mechanics described below.

If the product obtained by multiplying the aggregate number of Stock Election Shares and 0.313 (the “Stock Election Multiplier,” and such product, the “Aggregate Stock Elections”) exceeds 4,845,240 (the “Maximum Share Amount”), (i) all Cash Election Shares and No Election Shares will be exchanged for the Cash Election Consideration and (ii) a portion of the Stock Election Shares of each holder thereof will be exchanged for the Stock Election Consideration, with such portion being equal to the product obtained by multiplying the number of such holder’s Stock Election Shares by a fraction, the numerator of which is the Maximum Share Amount and the denominator of which is the Aggregate Stock Elections, with the remaining portion of such holder’s Stock Election Shares being exchanged for the Cash Election Consideration.

If the Aggregate Stock Elections is less than 4,112,752 shares (the “Minimum Share Amount,” and the difference between the Minimum Share Amount, the “Shortfall Amount”), then (i) first, if the Shortfall Amount is smaller than or equal to the number of No Election Shares multiplied by 0.313 (the “No Election Share Amount”), then (A) the Cash Election Shares will receive cash as they have chosen and will not be affected by the adjustment and (B) the No Election Shares held by shareholders will be exchanged for the Stock Consideration equal to the product of (1) the number of No Election Shares of such holders and (2) a fraction, the numerator of which is the Shortfall Amount and the denominator of which is the No Election Share Amount, with the remaining portion of such holder’s No Election Shares receiving the Cash Consideration and (ii) second, if the Shortfall Amount exceeds the No Election Share Amount, then (A) all No Election Shares will be exchanged for Stock Election Consideration and (B) the Cash Election Shares held by shareholders will be exchanged for the Stock Election Consideration, with such portion being equal to the product of (x) the number of Cash Election Shares of such holder and (y) a fraction, the numerator of which is the amount by which the Shortfall Amount exceeds the No Election Share Amount, and the denominator of which is the product of the aggregate number of Cash Election Shares and the Stock Election Multiplier, with the remaining portion of such holder’s Cash Election Shares receiving the Cash Consideration, and (iii) if the Aggregate Stock Elections is (x) equal to the Maximum Share Amount, (y) less than the Maximum Share Amount but greater than the Minimum Share Amount, or (z) equal to the Minimum Share Amount, then (1) all Cash Election Shares and No Election Shares will be exchanged for the Cash Election Consideration and (2) all Stock Election Shares will be exchanged for the Stock Election Consideration.

The Merger will become effective, with respect to the First Merger, upon the filing and acceptance of articles of merger (the “First Certificate of Merger”) with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Utah Division of Corporations”) and immediately thereafter, with respect to the Second Merger, a certificate of merger or articles of merger, as applicable, with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).

No fractional shares of DTI Common Stock will be issued in connection with the First Merger, and no certificates or scrip for any such fractional shares will be issued. Any holder of SDPI Common Stock who would otherwise be entitled to receive a fraction of a share of DTI Common Stock will, in lieu of such fraction of a share and upon surrender of such holder’s certificates representing shares of SDPI Common Stock outstanding as of immediately prior to the First Effective Time or book-entry positions representing non-certificates shares of SDPI Common Stock, will be paid in cash the dollar amount (rounded to the nearest whole cent), without interest and subject to any required tax withholding, determined by multiplying such fraction by the average of the daily volume weighted average trading price per share of DTI Common Stock on Nasdaq on each of the five consecutive trading days ending on (and including) the trading day that is three trading days prior to the date of the First Effective Time.

Holders of DTI Common Stock prior to the Merger will continue to own their existing shares of DTI Common Stock.

The closing of the Merger will take place on the second business days after the satisfaction, or, to the extent permitted under the Merger Agreement and applicable legal requirements, waiver of the last to be satisfied or waiver of all conditions to the parties’ respective obligations to effect the Merger (the “Closing”). The date on which the Closing actually takes place is referred to herein as the “Closing Date.”

The board of directors of DTI (the “DTI Board”) has unanimously (i) determined that the Merger Agreement and the various transactions contemplated by the Merger Agreement, including the Merger and the payment of the Merger Consideration (together, the “Transactions”), are advisable and in the best interests of DTI and its stockholders and (ii) approved the Merger Agreement and the Transactions, including the Merger and the Merger Consideration, on the terms and subject to the conditions set forth in the Merger Agreement.

The Special Committee (the “Special Committee”) of the board of directors of SDPI (the “SDPI Board”) has unanimously (i) determined that the Merger Agreement and the various transactions contemplated by the Merger Agreement, including the Merger and the payment of the Merger Consideration (together, the “Transactions”), are advisable and in the bests interests of SDPI and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) recommended that the SDPI Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (iv) resolved and recommended that the SDPI Board resolve to (a) direct that the Merger Agreement and the Merger be submitted to a vote of the SDPI stockholders for approval and (b) recommend approval of the Merger Agreement and the Merger by the SDPI stockholders at the SDPI Special Meeting (as defined below).

The SDPI Board (acting, in part, based upon the recommendation of the Special Committee) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of SDPI and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the Merger Agreement be submitted to a vote of the SDPI stockholders for approval and (iv) resolved to recommend approval of the Merger Agreement by the SDPI stockholders at the SDPI Special Meeting (defined below).

In connection with the Merger, SDPI will hold a special meeting of its stockholders (as the same may be adjourned or postponed, the “SDPI Special Meeting”). At the SDPI Special Meeting, the SDPI stockholders will be asked to consider and vote on proposals to (i) approve the Merger Agreement and the transactions contemplated thereby (the “Merger Proposal”) (ii) vote on a non-binding advisory proposal to approve compensation that will or may become payable by SDPI to its named executive officers in connection with the Merger, and (iii) approve the adjournment of the SDPI Special Meeting to a later date or dates,

if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the SDPI Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). Concurrently with the execution of the Merger Agreement, and as a condition and inducement to the willingness of DTI to enter into the Merger Agreement, DTI entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with each of (a) G. Troy Meier, (b) Annette Meier, (c) Meier Family Holding Company, LLC, and (d) Meier Management Company, LLC (together, the “Supporting Shareholders”), who in the aggregate beneficially own shares of SDPI Common Stock representing approximately forty percent (40%) of the voting power of SDPI’s outstanding capital stock in the aggregate as of the date of this Transaction Statement and any voting securities of SDPI acquired after the date of the Voting and Support Agreement and prior to the record date for the Special Meeting owned beneficially or of record by such shareholder (the “Covered Shares”). Under the Voting and Support Agreement, the Supporting Shareholders agreed to, among other things, vote the Covered Shares in favor of the Merger Proposal and the Adjournment Proposal at the SDPI Special Meeting.

Concurrently with the filing of this Transaction Statement, DTI is filing with the SEC a Registration Statement on Form S-4, which includes a proxy statement/prospectus of DTI and SDPI (the “Proxy Statement/Prospectus”) in connection with the Merger Agreement and the transactions contemplated thereby. A copy of the Proxy Statement/Prospectus is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the Proxy Statement/Prospectus. All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement/Prospectus, including all annexes thereto, is expressly incorporated by reference in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement/Prospectus and the annexes thereto. The cross-references below are being supplied pursuant to General Instructions G to Schedule 13E-3 and show the location in the Proxy Statement/Prospectus of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement/Prospectus is in preliminary form and is subject to completion. Terms used but not defined in this Transaction Statement have the meanings given to them in the Proxy Statement/Prospectus.

All information concerning SDPI contained in, or incorporated by reference into, this Transaction Statement was supplied by SDPI. Similarly, all information concerning any other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

ITEM 1.

SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

ITEM 2.

SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a)

Name and Address. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Parties to the Merger”

(b)

Securities. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Special Meeting of SDPI Stockholders”

“Special Factors—Interests of DTI Directors and Officers in the Merger”

“Special Factors—Interests of SDPI Directors and Officers in the Merger”

“Special Factors—Certain Effects of the Merger”

“Important Information Regarding DTI—Market Price of DTI Common Stock”

“Important Information Regarding SDPI”

(c)

Trading Market and Price. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Important Information Regarding DTI—Market Price of DTI Common Stock”

“Important Information Regarding SDPI—Market Price of SDPI Common Stock”

(d)

Dividends. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Description of DTI Common Stock—Dividends”

“Important Information Regarding SDPI—Dividends”

(e)

Prior Public Offerings. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Important Information Regarding SDPI—Prior Public Offerings”

(f)

Prior Stock Purchases. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Important Information Regarding SDPI—Prior Stock Purchases”

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003

(a) through

(b) Name and Address; Business and Background of Entities. SDPI is the issuer of the equity securities that are the subject of the Rule 13e-3 transaction reported hereby.

The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Parties to the Merger”

“Where You Can Find More Information”

(c)

Business and Background of Natural Persons. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Important Information Regarding Schedule 13e-3 Filing Parties Other than DTI and SDPI—Name and Address; Business and Background of Schedule 13e-3 Individual Filing Parties other than DTI and SDPI”

“Where You Can Find More Information”

ITEM 4.

TERMS OF THE TRANSACTION

Regulation M-A Item 1004

(a)

Material Terms. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—General”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Reasons for the Merger of the Schedule 13e-3 Filing Parties other than SDPI; Fairness”

“Special Factors—Intent to Vote”

“Special Factors— Unaudited Prospective Financial Information”

“Special Factors— Opinion of Piper Sandler”

“Special Factors— Plans for SDPI After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors— Governance of SDPI After the Merger”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Special Factors— Certain Related Party Agreements between DTI and Other Filing Parties”

“Special Factors— Delisting and Deregistration of SDPI Common Stock”

“Special Factors— Litigation Related to the Merger”

“Special Factors— Availability of Documents”

“The Merger Agreement”

“Description of the Differences Between DTI Capital Stock and SDPI Capital Stock”

“Special Meeting of SDPI Stockholders”

“Material U.S. Federal Income Tax Consequences of the Merger”

“Annex A: Merger Agreement”

(c)

Different Terms. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“The Merger Agreement”

“Annex A: Merger Agreement”

(d)

Appraisal Rights. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Special Meeting of SDPI Stockholders—Dissenters’ Rights”

“Dissenters’ Rights”

(e)

Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference:

“Provisions for Unaffiliated Stockholders of SDPI”

(f)

Eligibility for Listing or Trading. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—Listing of DTI Common Stock”

“Special Factors—Plans for SDPI After the Merger; Delisting and Deregistration of SDPI Common Stock”

“Delisting and Deregistration of SDPI Common Stock”

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005

(a)

Transactions. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Parties to the Merger”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Important Information Regarding SDPI”

“Past Contacts, Transactions, Negotiations and Agreements”

“Where You Can Find More Information”

(b) through

(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—General”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“The Merger Agreement”

“Important Information Regarding SDPI”

“Past Contacts, Transactions, Negotiations and Agreements”

“Annex A: Merger Agreement”

(e)

Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“The Merger Agreement —Treatment of SDPI Equity Awards”

“The Merger Agreement”

“Important Information Regarding SDPI”

“Past Contacts, Transactions, Negotiations and Agreements”

“Where You Can Find More Information”

“Annex A: Merger Agreement”

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006

(b)

Use of Securities Acquired. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—General”

“Special Factors—Certain Effects of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors—Delisting and Deregistration of SDPI Common Stock”

“Special Factors—Interests of Certain Persons in the Merger”

“The Merger Agreement”

“Annex A: Merger Agreement”

(c)(1) through

(8) Plans. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Special Factors—Delisting and Deregistration of SDPI Common Stock”

“The Merger Agreement”

“Special Meeting of SDPI Stockholders”

“Annex A: Merger Agreement”

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a)	Purposes. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

(b)

Alternatives. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Special Factors—Opinion of Piper Sandler”

“Annex B: Opinion of Piper Sandler”

(c)

Reasons. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors—Opinion of Piper Sandler”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Annex B: Opinion of Piper Sandler”

(d)

Effects. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Primary Benefits and Detriments of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Special Factors—Delisting and Deregistration of SDPI Common Stock”

“The Merger Agreement”

“Material U.S. Federal Income Tax Consequences of the Merger”

“Annex A: Merger Agreement”

ITEM 8.

FAIRNESS OF THE TRANSACTION

Regulation M-A Item 1014

(a) through

(b) Fairness; Factors Considered in Determining Fairness. Piper Sandler & Co. (“Piper Sandler”) was not requested to, and it did not, provide to DTI or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise), (ii) valuation of SDPI for the purpose of assessing the fairness of the Merger Consideration to any person, or (iii) recommendation as to how to vote or act on any matters relating to the proposed Merger or otherwise. Energy Capital Solutions, LLC’s (“ECS”) discussion materials dated January 31, 2024 should not be construed as creating any fiduciary duty on ECS’s part to DTI or any other person and such materials are not intended to be, and do not constitute, a recommendation to DTI or any other person in respect of the Merger.

The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors—Opinion of Piper Sandler”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Annex B: Opinion of Piper Sandler”

(c)

Approval of Security Holders. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Questions and Answers”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“The Merger Agreement—SDPI Stockholders’ Meeting”

“Special Meeting of SDPI Stockholders”

(d)

Unaffiliated Representative. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“The Merger Agreement”

“Annex B: Opinion of Piper Sandler”

(e)

Approval of Directors. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

(f)

Other Offers. Not Applicable.

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

Regulation M-A Item 1015

(a) through

(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The discussion materials prepared by ECS and provided to DTI and the DTI Board, dated as of January 31, 2024, are set forth as Exhibit (c)(7) and incorporated herein by reference. The discussion materials prepared by Piper Sandler and provided either to the SDPI Special Committee or the SDPI Board, dated as of October 12, 2023, January 3, 2024, January 15, 2024, February 6, 2024, and March 6, 2024 are set forth as Exhibits (c)(2) through (c)(6) hereto and are incorporated herein by reference.

The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Summary Term Sheet—Opinion of Piper Sandler”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Opinion of Piper Sandler”

“Where You Can Find More Information”

“Annex B: Opinion of Piper Sandler”

The written opinion of Piper Sandler is attached to the Proxy Statement/Prospectus as Annex B and is incorporated herein by reference.

(c)

Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of DTI and SDPI during its regular business hours by any interested equity security holder of SDPI Common Stock or by any representative who has been so designated in writing upon written request and at the expense of the requesting security holder.

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

Regulation M-A Item 1007

(a) through

(b),(d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Merger Consideration”

“Summary Term Sheet—The Merger Agreement”

“Summary Term Sheet—Termination Fees and Expenses”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

(c)

Expenses. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—Termination Fees and Expenses”

“Special Meeting of SDPI Stockholders—Solicitation of Proxies”

“The Merger Agreement—Expenses”

ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Regulation M-A Item 1008

(a) through

(b) Securities Ownership; Securities Transactions. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Summary Term Sheet—The Merger”

“Parties to the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Special Factors—Treatment of SDPI Equity Awards”

“The Merger Agreement”

ITEM 12.

THE SOLICITATION OR RECOMMENDATION

Regulation M-A Item 1012

(d)

Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Questions and Answers”

“Special Meeting of SDPI Stockholders”

(e)

Recommendations of Others. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“The Merger Agreement—Conditions to the Merger”

ITEM 13.

FINANCIAL INFORMATION

Regulation M-A Item 1010

(a)

Financial Statements. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Important Information Regarding SDPI—Summary Financial Information”

“Where You Can Find More Information”

SDPI’s Annual Report on Form 10-K for the year ended December 31, 2023 is incorporated herein by reference.

(b)

Pro Forma Information. Not applicable.

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009

(a) through

(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors— Reasons for the Merger and Recommendation of the SDPI Special Committee and the SDPI Board; Fairness”

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

“Special Factors—Fees and Expenses”

ITEM 15.

ADDITIONAL INFORMATION

Regulation M-A Item 1011

(c)

Golden Parachute Compensation. The information set forth in the Proxy Statement/Prospectus under the following caption is incorporated herein by reference.

“Special Factors— Interests of DTI Directors and Officers in the Merger”

“Special Factors— Interests of SDPI Directors and Officers in the Merger”

(c)

Other Material Information. The information set forth in the Proxy Statement/Prospectus, including all annexes thereto, is incorporated herein by reference.

ITEM 16.

EXHIBITS

Regulation M-A Item 1016


Exhibit No.		Description

(a)(1)		Proxy Statement/Prospectus (incorporated herein by reference to Drilling Tools International Corporation’s Registration Statement on Form S-4 filed with the SEC on May 10, 2024)

(a)(2)		Letter to the Stockholders of SDPI (incorporated herein by reference to the Proxy Statement/Prospectus)

(a)(3)		Form of Proxy Card and Voting Instructions for the SDPI Special Meeting (incorporated herein by reference to the Proxy Statement/Prospectus)

(a)(4)		Notice of Special Meeting of Stockholders of SDPI (incorporated herein by reference to the Proxy Statement/Prospectus)

(a)(5)		Press Release of SDPI, dated March 7, 2024 (incorporated by reference to Exhibit 99.1 to SDPI’s Current Report on Form 8-K filed with the SEC on March 7, 2024)

(a)(6)		Press Release of DTI, dated March 7, 2024 (incorporated by reference to Exhibit 99.1 to DTI’s Current Report on Form 8-K filed with the SEC on March 7, 2024)

(a)(7)		Earnings Release of SDPI, dated March 7, 2024 (incorporated by reference to Exhibit 99.1 to SDPI’s Current Report on Form 8-K filed with the SEC on March 7, 2024)

(a)(8)		Earnings Release of DTI, dated March 7, 2024 (incorporated by reference to Exhibit 99.1 to DTI’s Current Report on Form 8-K filed with the SEC on March 7, 2024)

(c)(1)		Opinion of Piper Sandler & Co. (incorporated herein by reference to Annex B of the Proxy Statement/Prospectus)

(c)(2)		Discussion materials prepared by Piper Sandler & Co., dated October 12, 2023

(c)(3)		Discussion materials prepared by Piper Sandler & Co., dated January 3, 2024

(c)(4)		Discussion materials prepared by Piper Sandler & Co., dated January 15, 2024

(c)(5)		Discussion materials prepared by Piper Sandler & Co., dated February 6, 2024

(c)(6)		Discussion materials prepared by Piper Sandler & Co., dated March 6, 2024

(c)(7)		Discussion materials prepared by Energy Capital Solutions, LLC, dated January 31, 2024, for the Board of Directors of DTI

(d)(1)		Agreement and Plan of Merger, dated as of March 6, 2024, by and among SDPI, DTI, Merger Sub I, and Merger Sub II (incorporated by reference herein to Exhibit 2.1 to SDPI’s Current Report on Form 8-K filed with the SEC on March 7, 2024)

(d)(2)		Voting and Support Agreement, dated as of March 6, 2024 (incorporated by reference herein to Exhibit 10.1 to SDPI’s Current Report on Form 8-K filed with the SEC on March 7, 2024)

(f)(1)		Articles of Incorporation (incorporated by reference herein to Exhibit 3.1 to SDPI’s Registration Statement on Form S-1 filed with the SEC on April 7, 2014)

(f)(2)		Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.5 to Amendment No. 2 to SDPI’s Registration Statement on Form S-01 filed with the SEC on May 6, 2014)

(f)(3)		Title 16, Chapter 10a, Part 13 Dissenters’ Rights (incorporated by reference to Annex C of the Proxy Statement/Prospectus)

(g)		None.

107		Filing Fee Table.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of May 10, 2024


DRILLING TOOLS INTERNATIONAL CORPORATION

By:		/s/ R. Wayne Prejean
Name:		R. Wayne Prejean
Title:		President and Chief Executive Officer

SUPERIOR DRILLING PRODUCTS, INC.

By:		/s/ G. Troy Meier
Name:		G. Troy Meier
Title:		Chief Executive Officer and Chairman

DTI MERGER SUB I, INC.

By:		/s/ R. Wayne Prejean
Name:		R. Wayne Prejean
Title:		President and Secretary

DTI MERGER SUB II, LLC

By:		/s/ R. Wayne Prejean
Name:		R. Wayne Prejean
Title:		President and Secretary

MEIER FAMILY HOLDING COMPANY, LLC

By:		/s/ G. Troy Meier
Name:		G. Troy Meier
Title:		Manager

By:		/s/ Annette Meier
Name:		Annette Meier
Title:		Manager

MEIER MANAGEMENT COMPANY, LLC

By:		/s/ G. Troy Meier
Name:		G. Troy Meier
Title:		Manager

By:		/s/ Annette Meier
Name:		Annette Meier
Title:		Manager

By:		/s/ G. Troy Meier
Name:		G. TROY MEIER, individually

By:		/s/ Annette Meier
Name:		ANNETTE MEIER, individually

CO CONF NFI IDE DENT NTA AL L DR DRA AF FT T – – S SU UBJ BJE EC CT T T TO O RE REV VIIS SIIO ON N CONFIDENTIAL DRAFT – SUBJECT TO REVISION Exhibit (c)(2) October 12, 2023 Discussion Materials Prepared for CONFIDENTIAL PIPER SANDLER | 1

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer Piper Sandler & Co. ( Piper Sandler or “PSC”) has prepared and provided these materials and any related materials (the Confidential Materials ) solely for the use of the Board of Directors (the Board ) of Superior Drilling Products (the Company ) in connection with its consideration of the contemplated transaction. Without Piper Sandler's prior written consent, the Confidential Materials may not be circulated or referred to publicly, disclosed to, published, relied upon by any other person, or used or relied upon for any other purpose. Notwithstanding anything herein to the contrary, the Company may disclose to any person the U.S. federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Piper Sandler imposing any limitation of any kind. The Confidential Materials, including this disclaimer, is subject to, and governed by, any written agreement between the Company and Piper Sandler. Piper Sandler engages directly or through its affiliates in various activities, including institutional brokerage and investment and wealth management for individuals and institutions. You understand that this engagement does not prevent Piper Sandler and its affiliates from actively trading the debt and equity securities (or related derivative securities) of third parties, the Company, or other companies which may be the subject of the engagement (for their own account or for the accounts of their customers) or from representing or otherwise providing financial services to third parties, including competitors of the Company. In preparing the Confidential Materials, Piper Sandler has relied upon and assumed, without assuming any responsibility for investigation or independent verification of the accuracy and completeness of all information that is available from public sources as well as all other information supplied to it by, or on behalf of, the Company and/or other sources, including tax, accounting, legal and other information provided to, discussed with or reviewed by Piper Sandler. Piper Sandler is not in any respect responsible for verifying the accuracy or completeness of any such information, conducting any appraisal or valuation of assets or liabilities of any party to the contemplated transaction, or advising or opining on any solvency or viability issues. As such, Piper Sandler does not assume any liability for the accuracy or completeness of such information. These materials are not intended to provide the sole basis for evaluating the contemplated transaction or any other matter, and should be considered by the Board as only one factor in discharging its decision-making duties. PIPER SANDLER | 2

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer (cont’d) Piper Sandler does not provide accounting, tax, legal or regulatory advice. Piper Sandler's role in any due diligence review is limited solely to performing such review as it shall deem necessary to support its own advice and analysis and shall not be on behalf or for the benefit of the Company, or any of its investors, creditors or any transaction counterparty. Forecasts of future results have been provided by the Company to Piper Sandler for use in its analyses. These forecasts are not necessarily indicative of actual future results, which may be significantly more or less favorable than such forecasts, and as such, analyses performed by Piper Sandler based on Company forecasts may not prove to be accurate. Accordingly, Piper Sandler does not assume responsibility for the accuracy or completeness of Company forecasts or the analyses Piper Sandler performs based on these forecasts. The Confidential Materials do not address the underlying business decision of the Company and the Board to engage in the contemplated transaction or any other contemplated transaction, or the relative merits of any strategic alternative referred to herein as compared to any other alternative that may be available to the Company. The Confidential Materials are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date of such Confidential Materials and Piper Sandler assumes no responsibility for updating or revising the Confidential Materials. PIPER SANDLER | 3

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Comparable Companies Analysis ($ in millions) Capitalization Enterprise Value To: Market Enterprise EBITDA Equity Value Value 2022 LTM Q2'23 2023P 2024P (2) Cathedral Energy Services $ 156 $ 2 29 n/a n/a 3.2x 2.2x DMC Global 435 725 7.9x 6.7x 7.1x 6.3x Forum Energy Technologies 233 3 48 6.9x 5.6x n/a n/a Hunting 594 6 52 13.0x 8.3x 6.6x 5.1x (3) KLX Energy Services 169 4 07 3.8x n/a 2.7x 2.6x NCS Multistage 37 5 1 3.4x 2.9x 2.6x 2.3x Nine Energy Services 1 54 4 46 5.0x 4.5x 6.0x 5.3x Phoenix Technology Services 2 65 2 98 4.3x 3.3x 3.0x 2.9x Ranger Energy Services 338 3 52 5.2x 4.2x 3.9x 3.5x Solaris Oilfield Infrastructure 460 500 6.1x 5.0x 4.8x 4.1x Median 5.2x 4.8x 3.9x 3.5x (4) Drilling Tools International $ 1 38 $ 1 29 3.1x 2.4x 2.5x n/a Superior Drilling Products $ 24 $ 2 8 6.0x 4.7x 4.6x 2.8x (5) Superior Drilling Products (At Offer) $ 3 0 $ 3 5 7.5x 5.8x 5.7x 3.5x 1) Source: Company provided information, public company filings and Capital IQ as of October 11, 2023 2) Cathedral pro forma for acquisition of Rime Downhole Technologies in July 2023 and simultaneous refinancing of existing credit / new borrowing PIPER SANDLER | 4 3) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 4) DTI market value assumes fully diluted shares outstanding of ~35.8M prior to the transaction, as implied by SDPI pro forma ownership of 17.1% stated in the bid letter 5) Assumes all SDPI shareholders elect to receive cash consideration of $1.00 / share

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Comparable Transactions Analysis ($ in millions) Ratio Of Transaction Value To: Announced Transaction LTM Projected Year Acquiror Target Value Range EBITDA EBITDA (2) (2) 2023 Patterson-UTI Ulterra Drilling Technologies $ 800 4.9x 4.7x 2023 ROC Energy Acquisition Corp. Drilling Tools International 319 7.7x 5.5x 2022 Acquiror A Target A < 50 4.6x n/a 2021 Acquiror B Target B 50 - 100 5.7x 4.0x 2020 Rival Downhole Tools Hunting Energy Services Drilling Tools 19 7.2x n/a 2020 Acquiror C Target C < 50 12.8x 21.4x 2020 Acquiror D Target D 100 - 200 nmf 12.3x 2020 Acquiror E Target E < 50 24.1x n/a (3) 2019 First Reserve Lamons 135 5.7x n/a 2019 Texas Pipe & Supply Alloy Piping Products 82 7.1x n/a 2019 Tenaris IPSCO Tubulars 1, 209 7.4x n/a Median $ 90 7.2x 5.5x (4) Implied DTI / SDPI Transaction Value $ 35 5.8x 3.5x 1) Source: Piper Sandler internal database, Bloomberg, Capital IQ and company filings. Names withheld where Piper Sandler has proprietary information. 2) Multiples reflect value immediately prior to announcement at market close on July 3, 2023. TTM EBITDA reflects Ulterra 2022 EBITDA. Projected EBITDA reflects PIPER SANDLER | 5 Ulterra 2023P EBITDA 3) Piper Sandler estimate. Assumes industry average EBITDA margin. 4) Assumes all SDPI shareholders elect to receive cash consideration of $1.00 / share; TTM EBITDA and Projected EBITDA are TTM Q2’23 and 2024P, respectively

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) SDPI and DTI Merger Analysis – LTM Q2 2023 ($ in millions) LTM Q2 2023 n Analysis includes of $3 million base case DTI SDPI Adj. Pro Forma cost synergies attributable to Revenue $ 151. 9 $ 22. 1 $ 174. 0 consolidation of public company costs, Cost of Sales 35. 9 8. 6 44. 5 as mentioned in DTI’s proposal Gross Profit $ 116. 0 $ 13. 4 $ - $ 129. 5 Gross Margin 76% 61% 74% SG&A Expense 61. 9 7. 3 ( 3.0) 66. 2 n Assumes all SDPI shareholders elect to Adj. EBITDA $ 54. 2 $ 6. 1 $ 3. 0 $ 63. 3 receive stock consideration Adj. EBITDA Margin 36% 28% 36% Contribution (Excl. Synergies) 90% 10% 100% D&A Expense 19. 5 1. 4 20. 8 Interest Expense, Net 1. 4 0. 5 - 1. 9 (2) Other 8. 3 1. 1 9. 3 EBT $ 25. 0 $ 3. 1 $ 31. 2 EBT Margin 16% 14% 18% (3) Income Tax 6. 0 0. 7 7. 5 Net Income $ 19. 0 $ 2. 4 $ 23. 7 (4) Diluted Earnings per Share $ 0.53 $ 0.55 $ Accretion / (Dilution) to DTI 0.02 % Accretion / (Dilution) to DTI 3% 1) Source: Company provided information, filings and consensus estimates, as appropriate 2) Other (Net) includes remaining items that were excluded from adjusted EBITDA; For DTI, these include stock option expense, monitoring fees, gain on sale of property, unrealized gain on equity securities, transaction expenses and other expenses; For SDPI, these include impairment of assets, share-based compensation, net non- cash compensation, gain / loss on disposition of assets and recovery of related party notes receivable 3) Tax rate assumed to be 24% 4) Assumes DTI fully diluted shares outstanding of ~35.8M prior to the transaction, as implied by SDPI pro forma ownership of 17.1% stated in the bid letter PIPER SANDLER | 6

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) SDPI and DTI Merger Analysis – YTD Q2 2023 Annualized ($ in millions) YTD Q2 2023 Ann. n Analysis includes of $3 million base case DTI SDPI Adj. Pro Forma cost synergies attributable to Revenue $ 157. 4 $ 23. 3 $ 180. 7 consolidation of public company costs, Cost of Sales 36. 6 8. 5 45. 1 as mentioned in DTI’s proposal Gross Profit $ 120. 8 $ 14. 8 $ - $ 135. 6 Gross Margin 77% 63% 75% SG&A Expense 64. 6 6. 3 ( 3.0) 67. 9 n Assumes all SDPI shareholders elect to Adj. EBITDA $ 56. 2 $ 8. 5 $ 3. 0 $ 67. 7 receive stock consideration Adj. EBITDA Margin 36% 36% 37% Contribution (Excl. Synergies) 87% 13% 100% D&A Expense 19. 5 1. 4 20. 8 Interest Expense, Net 1. 8 0. 5 - 2. 4 (2) Other 15. 4 2. 6 18. 0 EBT $ 19. 5 $ 4. 0 $ 26. 5 EBT Margin 12% 17% 15% (3) Income Tax 4. 7 1. 0 6. 4 Net Income $ 14. 8 $ 3. 1 $ 20. 2 (4) Diluted Earnings per Share $ 0.41 $ 0.47 $ Accretion / (Dilution) to DTI 0.05 % Accretion / (Dilution) to DTI 13% 1) Source: Company provided information, filings and consensus estimates, as appropriate 2) Other (Net) includes remaining items that were excluded from adjusted EBITDA; For DTI, these include stock option expense, monitoring fees, gain on sale of property, unrealized gain on equity securities, transaction expenses and other expenses; For SDPI, these include impairment of assets, share-based compensation, net non- cash compensation, gain / loss on disposition of assets and recovery of related party notes receivable 3) Tax rate assumed to be 24% 4) Assumes DTI fully diluted shares outstanding of ~35.8M prior to the transaction, as implied by SDPI pro forma ownership of 17.1% stated in the bid letter PIPER SANDLER | 7

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Pro Forma Ownership Analysis ($ in millions) Percent of SDPI Shareholders Who Elect Stock Consideration 20% 40% 60% 80% 100% SDPI Shares Outstanding 30. 4 30. 4 30. 4 30. 4 30. 4 Cash Offer Price per SDPI Share $ 1. 00 $ 1. 00 $ 1. 00 $ 1. 00 $ 1. 00 DTI Shares per SDPI Share 0. 243 0. 243 0. 243 0. 243 0. 243 SDPI Equity Consideration DTI Shares Issued 1. 5 3. 0 4. 4 5. 9 7. 4 DTI Share Price (10/11/2023) $ 3. 84 $ 3. 84 $ 3. 84 $ 3. 84 $ 3. 84 Stock Consideration $ 5. 7 $ 11. 3 $ 17. 0 $ 22. 7 $ 28. 4 Cash Consideration 24. 3 18. 2 12. 2 6. 1 - Total SDPI Equity Consideration $ 30. 0 $ 29. 6 $ 29. 2 $ 28. 8 $ 28. 4 Pro Forma Diluted Shares Oustanding (1) DTI Shares Outstanding 35. 8 35. 8 35. 8 35. 8 35. 8 DTI Shares Issued to SDPI 1. 5 3. 0 4. 4 5. 9 7. 4 Total Pro Forma Shares Oustanding 37. 3 38. 8 40. 2 41. 7 43. 2 Pro Forma Ownership DTI 96% 92% 89% 86% 83% SDPI 4% 8% 11% 14% 17% Total 100% 100% 100% 100% 100% 1) Assumes DTI fully diluted shares outstanding of ~35.8M prior to the transaction, as implied by SDPI pro forma ownership of 17.1% stated in the bid letter PIPER SANDLER | 8

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Floating Value of Stock Offer Since DTI Began Trading ($ in millions) (2) Implied Offer Premiums $2.25 VWAP All-Stock All-Cash 1-day 19% 28% $2.00 10-day 19% 27% 30-day 15% 23% 60-day (30%) (25%) $1.75 $1.50 $1.25 $1.00 $1.00 $0.93 $0.81 $0.75 $0.78 $0.50 $0.25 $0.00 (3) SDPI at Market SDPI Rolling 30-Day VWAP SDPI at Offer - All Stock SDPI at Offer - All Cash 1) Source: Capital IQ as of October 11, 2023; DTI began trading on June 21, 2023 following completion of reverse merger with ROC Energy Acquisition Corp. 2) Premiums calculated as implied SDPI share price (based on both an all-stock offer and all-cash offer) divided by SDPI VWAP; all-stock implied SDPI share price PIPER SANDLER | 9 calculated using DTI share price as of October 11, 2023 and bid offer rate of 0.243 DTI shares / SDPI share 3) Implied historical SDPI share price based on offer of 0.243 DTI shares per SDPI share

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Share Price Ratios Since DTI Began Trading ($ in millions) 0.500 R-Squared Correlation - SDPI & DTI Market Prices: 0.434 0.400 0.300 0.243 0.200 0.203 0.100 0.000 (2) SDPI Share Price / DTI Share Price At All-Stock Offer SDPI Price 1) Source: Capital IQ as of October 11, 2023; DTI began trading on June 21, 2023 following completion of reverse merger with ROC Energy Acquisition Corp. 2) 0.243 DTI shares / SDPI share per bid letter PIPER SANDLER | 10

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For information on Piper Sandler locations, visit PiperSandler.com. ® Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership . Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Ltd., authorized and regulated by the Securities and Futures Commission Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates. ©2023. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036 PIPER SANDLER | 11

CONFIDENT CONFIDENTAL DRAFT – AL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Exhibit (c)(3) January 3, 2024 Discussion Materials Prepared for CONFIDENTIAL PIPER SANDLER | 1

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION 1) SDPI and DTI Merger Analysis – 2024P ($ in millions) 2024P n Adjusted to remove DNR revenue in DTI SDPI Adj. Pro Forma 2024P (SDPI) and COGS (DTI), and for Revenue $ 174.4 $ 25.7 $ ( 10.9) $ 189.2 estimated depreciation expense Cost of Sales 55.0 11.2 (10.9) 55.3 associated with DNR Capex (DTI) Gross Profit $ 119.4 $ 14.6 $ - $ 133.9 Gross Margin 68% 57% 71% SG&A Expense 60.6 6.5 (3.0) 64.1 n Analysis includes of $3 million base case Adj. EBITDA $ 58.8 $ 8.1 $ (3.0) $ 69.9 cost synergies attributable to Adj. EBITDA Margin 34% 31% 37% Contribution (Excl. Synergies) 81% 19% 100% consolidation of public company costs, (2) as mentioned in DTI’s proposal D&A Expense 28.0 1.3 (2.8) 26.6 Interest Expense, Net 0.0 0.6 - 0.6 (3) Other 0.8 2.1 2.9 EBT $ 30.0 $ 4.0 $ 39.8 n Assumes all SDPI shareholders elect to EBT Margin 17% 16% 21% receive stock consideration (4) Income Tax 6.9 0.8 9.6 Net Income $ 23.1 $ 3.2 $ 30.3 (5) $ 0.65 $ 0.70 Diluted Earnings per Share $ Accretion / (Dilution) to DTI 0.06 % Accretion / (Dilution) to DTI 9% 1) Source: Company provided information, filings and consensus estimates, as appropriate 2) Adjusted to exclude D&A expense associated with 2024 DNR capex spend by DTI. Assumes D&A equal to 2024P capex 3) Other (Net) includes remaining items that were excluded from adjusted EBITDA; For DTI, these include stock option expense, monitoring fees, gain on sale of property, unrealized gain on equity securities, transaction expenses and other expenses; For SDPI, these include impairment of assets, share-based compensation, net non- cash compensation, gain / loss on disposition of assets and recovery of related party notes receivable 4) Tax rate assumed to be 24% 5) Assumes DTI fully diluted shares outstanding of ~35.8M prior to the transaction, as implied by SDPI pro forma ownership of 17.1% stated in the bid letter PIPER SANDLER | 4

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Pro Forma Ownership Analysis ($ in millions) Percent of SDPI Shareholders Who Elect Stock Consideration 20% 40% 60% 80% 100% SDPI Shares Outstanding 30.4 30.4 30.4 30.4 30.4 Cash Offer Price per SDPI Share $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 DTI Shares per SDPI Share 0.243 0.243 0.243 0.243 0.243 SDPI Equity Consideration DTI Shares Issued 1.5 3.0 4.4 5.9 7.4 DTI Share Price (01/02/2024) $ 3.28 $ 3.28 $ 3.28 $ 3.28 $ 3.28 Stock Consideration $ 4.8 $ 9.7 $ 14.5 $ 19.4 $ 24.2 Cash Consideration 24.3 18.2 12.2 6.1 - Total SDPI Equity Consideration $ 29.2 $ 27.9 $ 26.7 $ 25.5 $ 24.2 Pro Forma Diluted Shares Oustanding (1) DTI Shares Outstanding 35.8 35.8 35.8 35.8 35.8 DTI Shares Issued to SDPI 1.5 3.0 4.4 5.9 7.4 Total Pro Forma Shares Oustanding 37.3 38.8 40.2 41.7 43.2 Pro Forma Ownership DTI 96% 92% 89% 86% 83% SDPI 4% 8% 11% 14% 17% Total 100% 100% 100% 100% 100% 1) Assumes DTI fully diluted shares outstanding of ~35.8M prior to the transaction, as implied by SDPI pro forma ownership of 17.1% stated in the bid letter PIPER SANDLER | 5

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Floating Value of Stock Offer Since DTI Began Trading ($ in millions) (2) Implied Offer Premiums VWAP All-Stock All-Cash 1-day 12% 41% 10-day 10% 38% 30-day 13% 42% 60-day 9% 37% (3) 1) Source: Capital IQ as of January 2, 2024; DTI began trading on June 21, 2023 following completion of reverse merger with ROC Energy Acquisition Corp. 2) Premiums calculated as implied SDPI share price (based on both an all-stock offer and all-cash offer) divided by SDPI VWAP; all-stock implied SDPI share price PIPER SANDLER | 6 calculated using DTI share price as of January 2, 2024 and bid offer rate of 0.243 DTI shares / SDPI share 3) Implied historical SDPI share price based on offer of 0.243 DTI shares per SDPI share

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Share Price Ratios Since DTI Began Trading ($ in millions) (2) 1) Source: Capital IQ as of January 2, 2024; DTI began trading on June 21, 2023 following completion of reverse merger with ROC Energy Acquisition Corp. 2) 0.243 DTI shares / SDPI share per bid letter PIPER SANDLER | 7

CONFIDENT CONFIDENTAL DRAFT – AL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Exhibit (c)(4) January 15, 2023 Discussion Materials Prepared For The Board Of Directors Of Dagny INTERNAL REFERENCE Galt = DTI Dagny = SDPI CONFIDENTIAL PIPER SANDLER | 1

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer Piper Sandler & Co. ( Piper Sandler or “PSC”) has prepared and provided these materials and any related materials (the Confidential Materials ) solely for the use of the Board of Directors (the Board ) of Dagny (the Company ) in connection with its consideration of the contemplated transaction. Without Piper Sandler's prior written consent, the Confidential Materials may not be circulated or referred to publicly, disclosed to, published, relied upon by any other person, or used or relied upon for any other purpose. Notwithstanding anything herein to the contrary, the Company may disclose to any person the U.S. federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Piper Sandler imposing any limitation of any kind. The Confidential Materials, including this disclaimer, is subject to, and governed by, any written agreement between the Company and Piper Sandler. Piper Sandler engages directly or through its affiliates in various activities, including institutional brokerage and investment and wealth management for individuals and institutions. You understand that this engagement does not prevent Piper Sandler and its affiliates from actively trading the debt and equity securities (or related derivative securities) of third parties, the Company, or other companies which may be the subject of the engagement (for their own account or for the accounts of their customers) or from representing or otherwise providing financial services to third parties, including competitors of the Company. In preparing the Confidential Materials, Piper Sandler has relied upon and assumed, without assuming any responsibility for investigation or independent verification of the accuracy and completeness of all information that is available from public sources as well as all other information supplied to it by, or on behalf of, the Company and/or other sources, including tax, accounting, legal and other information provided to, discussed with or reviewed by Piper Sandler. Piper Sandler is not in any respect responsible for verifying the accuracy or completeness of any such information, conducting any appraisal or valuation of assets or liabilities of any party to the contemplated transaction, or advising or opining on any solvency or viability issues. As such, Piper Sandler does not assume any liability for the accuracy or completeness of such information. These materials are not intended to provide the sole basis for evaluating the contemplated transaction or any other matter, and should be considered by the Board as only one factor in discharging its decision-making duties. PIPER SANDLER | 2

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Transaction Overview (Dollar and share amounts in millions, except per share amounts) n In the counterproposal, Galt would acquire all of the outstanding shares of Dagny via tender offer, in which Dagny shareholders would have the option to either exchange for $1.00 worth of Galt shares per Dagny share or receive $1.00 cash per Dagny share l Implies a $27.7 million valuation for Dagny l Analysis assumes floating exchange ratio l Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity Reflects counterproposal exchange ratio. Was 0.243 per Dagny share at time of initial offer letter Dagny Pro Forma Ownership and Implied Equity Consideration Dagny Capitalization At Offer % of Dagny Shares Tendered for Galt Shares At Market At Offer (2) 0% 25% 50% 75% 100% Dagny Diluted Shares Outstanding 32.1 32.1 Cash Offer Price per Share $ 0.76 $ 1.00 Cash Offer Price per Dagny Share $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 (1) Implied Dagny Equity Value $ 24.3 $ 3 2.1 Galt Shares per Dagny Share 0.332 0.332 0.332 0.332 0.332 (2) Debt 2.5 2.5 Dagny Fully Diluted Shares Outstanding 32.1 32.1 32.1 32.1 32.1 Less: Cash (4.3) (4.3) Implied Consideration to Dagny Equity Dagny Net Debt (Excl. Tronco) (1.9) (1.9) Galt Shares Issued to Dagny - 2.7 5.3 8.0 10.7 (3 Less: PV of Tronco Note Payments (2.6) (2.6) Galt Share Price (01/09/2024) $ 3.01 $ 3.01 $ 3.01 $ 3.01 $ 3.01 Dagny Net Debt (4.4) (4.4) Stock Consideration $ - $ 8.0 $ 16.1 $ 24.1 $ 32.1 Implied Dagny Enterprise Value $ 19.9 $ 2 7.7 Cash Consideration 32.1 24.1 16.1 8.0 - Total Consideration to Dagny Equity $ 32.1 $ 32.1 $ 32.1 $ 32.1 $ 32.1 Impl. Enterprise Val. (Excl. Tronco) $ 22.5 $ 30.3 Pro Forma Diluted Shares Oustanding Galt Fully Diluted Shares Outstanding 29.8 29.8 29.8 29.8 29.8 Galt Shares Issued to Dagny - 2.7 5.3 8.0 10.7 Total Pro Forma Shares Oustanding 29.8 32.4 35.1 37.8 40.4 Pro Forma Ownership Galt Pro Forma Ownership 100% 92% 85% 79% 74% Dagny Pro Forma Ownership - 8% 15% 21% 26% 1) Calculated using Galt spot share price as of January 9, 2024 and $1.00 offer price per Dagny share 2) Dagny diluted shares includes ~1.7M unvested RSUs that will vest upon change of control PIPER SANDLER | 4 3) Present value of Tronco Note payment schedule provided by management; assumes 30% discount rate Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Note: Galt Share Price for Exchange Rate Calculation n Galt has calculated exchange rate using Galt’s 20-day VWAP and $1.00 offer price per Dagny Share in initial bid and in presentation to Dagny board n Transaction analysis assumes Galt spot share price as of January 9, 2024 Illustrative Exchange Rates & PF Ownership at Galt Share Prices (1) Galt Share Price Spot Price 20-day VWAP % of Dagny Shares Exchanged for Stock 100% 100% Effective Galt Share Price $ 3.01 $ 3.19 Counterproposal Price per Dagny Share 1.00 1.00 Galt Shares per Dagny Share 0.3322 0.3132 (2) Dagny Fully Diluted Shares Outstanding 32.1 32.1 Galt Shares Issued to Dagny 10.7 10.1 Pro Forma Diluted Shares Oustanding Galt Fully Diluted Shares Outstanding 29.8 29.8 Galt Shares Issued to Dagny 10.7 10.1 Total Pro Forma Shares Oustanding 40.4 39.8 Pro Forma Ownership Galt Pro Forma Ownership 73.6% 74.7% Dagny Pro Forma Ownership 26.4% 25.3% Galt Spot Price is Used in Analysis 1) Galt spot share price as of January 9, 2024; Galt 20-day VWAP calculated as of January 9, 2024 2) Dagny diluted shares includes ~1.7M unvested RSUs that will vest upon change of control PIPER SANDLER | 5 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Review of Dagny Management Projection History (1) Prior Management Forecasts vs. Historical Actuals (Dollars in millions) 2018 2019 2020 2021 2022 2023 2024 Actuals Revenue $ 18.2 $ 19.0 $ 10.5 $ 13.3 $ 19.1 Adjusted EBITDA 5.0 4.2 0.1 2.6 5.2 2018 Projections Revenue $ 21.7 Estimate Adj. EBITDA 6.9 Revenue (16%) Miss Adj. EBITDA (28%) 2019 Projections Revenue $ 18.2 Estimate Adj. EBITDA 5.0 Revenue Beat Miss Adj. EBITDA (15%) 2020 Projections Revenue $ 20.4 Estimate Adj. EBITDA 5.3 Revenue (49%) Miss Adj. EBITDA (97%) 2021 Projections Revenue $ 15.1 Estimate Adj. EBITDA 3.3 Revenue (12%) Miss Adj. EBITDA (19%) 2022 Projections Revenue $ 21.5 Estimate Adj. EBITDA 6.3 Revenue (11%) Miss Adj. EBITDA (18%) 2023 Projections - Beg. of Year Revenue $ 26.7 Estimate Adj. EBITDA 7.4 2023/24 Projections - Base Case Revenue $ 20.9 $ 25.7 Estimate Adj. EBITDA 5.9 8.1 1) Source: Company provided information; all projections as of the beginning of each projection year, excluding the 2023/24 base case projection Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity PIPER SANDLER | 6

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Relative Projected Financial Profiles (2) Gross Profit Growth SG&A as a Percent of Revenue (Indexed to 100 at 2020) (% of revenue) Adj. EBITDA Margin EBITDA Growth (% of revenue) (Indexed to 100 at 2020) 1) Source: Company filings and company provided information 2) Includes EBITDA adjustments PIPER SANDLER | 7 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Comparable Companies Analysis (Dollars in millions) Capitalization Enterprise Value To: Market Enterprise EBITDA (2) Equity Value Value 2022 LTM 2023P 2024P Cathedral Energy Services $ 142 $ 225 n/a n/a 3.3x 2.3x DMC Global 322 594 6.5x 5.4x 6.0x 5.7x Forum Energy Technologies 259 351 7.0x 5.9x n/a n/a (2) Hunting 556 614 12.2x 7.8x 6.2x 4.8x (3) KLX Energy Services 177 411 3.8x n/a 2.7x 2.8x NCS Multistage 40 55 3.6x 3.5x 3.8x 4.6x Nine Energy Services 95 402 4.5x 5.1x 6.3x 4.8x Oil States International 391 474 6.7x 5.3x 5.3x 4.7x Phoenix Technology Services 298 326 4.7x 3.4x 2.8x 2.7x Ranger Energy Services 232 255 3.7x 3.0x 2.9x 2.8x Schoeller-Bleckmann 736 727 5.7x 5.4x 4.6x 4.3x Solaris Oilfield Infrastructure 327 366 4.5x 3.7x 3.8x 3.8x Median 4.7x 5.2x 3.8x 4.3x Galt $ 90 $ 86 2.1x 1.6x 1.7x 1.5x Dagny - At Market $ 24 $ 20 4.2x 3.7x 3.4x 2.5x Dagny - At Counterproposal $ 32 $ 28 5.9x 5.2x 4.7x 3.4x Dagny - At Market (Excl. Tronco Note) $ 24 $ 22 4.8x 4.2x 3.8x 2.8x Dagny - At Counterproposal (Excl. Tronco Note) $ 32 $ 30 6.4x 5.6x 5.1x 3.7x 1) Source: Company provided information, public company filings and Capital IQ as of January 9, 2024 2) LTM and balance sheet data as of September 30, 2023; Hunting LTM and balance sheet data as of June 30, 2023 PIPER SANDLER | 8 3) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Contribution Analysis (Dollars in millions) (2) Metric Implied Enterprise Value Contribution Relative Pro Forma Ownership Dagny Galt 20.8% (3) Offer as of 10/2/2023 (4) 23% 77% $88 $336 21% 79% DCF EBITDA 14% 86% 17% 83% 2021 $3 $16 2022 5 41 11% 89% 14% 86% 2023P 6 52 10% 90% 13% 87% 2024P 8 59 12% 88% 15% 85% EBITDA Less Capex 2021 $2 $4 28% 72% 30% 70% 2022 2 17 10% 90% 13% 87% 25% 2023P 2 6 75% 27% 73% 22% 2024P 7 25 78% 25% 75% Asset Metrics ABV (9/30/2022) $8 $56 13% 87% 16% 84% 87% 84% TABV (9/30/2022) 8 56 13% 16% ABV (9/30/2023) 9 81 10% 90% 13% 87% TABV (9/30/2023) 9 81 10% 90% 13% 87% 26.4% (2) Counterproposal 1) Analysis includes the Tronco Note as a cash equivalent in calculating net debt 2) Assumes all Dagny shares are tendered for Galt stock at Galt market price as of January 9, 2024 PIPER SANDLER | 9 3) Assumes all Dagny shares are tendered for Galt shares at the 0.243 Galt shares per Dagny share exchange ratio cited in Galt’s initial bid letter dated October 2, 2023 4) Reflects 5.2x terminal value multiple, 10.6% WACC for Galt and 10.6% WACC for Dagny Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Implied Exchange Ratios Across Valuation Methodologies (Dollars in millions) Enterprise Equity Exchange Value Value Ratio _. Counterproposal: $ 28 $ 32 0.332x Pro Forma Ownership Splits Dagny Galt Relative Contribution Analysis 0.193x 2021 Adj. EBITDA 17.2% 82.8% 2022 Adj. EBITDA 14.3% 85.7% 0.155x 2023P Adj. EBITDA 13.4% 86.6% 0.144x 2024P Adj. EBITDA 15.1% 84.9% 0.165x 2021 Adj. EBITDA Less Capex 30.0% 70.0% 0.397x 2022 Adj. EBITDA Less Capex 13.0% 87.0% 0.139x 0.351x 2023P Adj. EBITDA Less Capex 27.4% 72.6% 2024P Adj. EBITDA Less Capex 24.7% 75.3% 0.304x (2) 0.243x Relative DCF Anal ysis 20.8% 79.2% Nominal Valuation Outputs Precedent Transactions EV / EBITDA TTM EBITDA (25th Percentile) 4.8x $ 28.2 $ 32.7 0.338x TTM EBITDA (Median) 7.5x 44.1 48.5 0.502x 0.553x TTM EBITDA (75th Percentile) 8.3x 49.0 53.5 (3) Discounted Cash Flow WACC Terminal Mult. 0.748x DCF (Low) 14.0% 4.0x $ 67.9 $ 72.4 DCF (Mid) 10.0% 5.0x 88.0 92.4 0.955x DCF (High) 6.0% 6.0x 114.4 118.8 1.229x 1) Analysis includes the Tronco Note as a cash equivalent in calculating net debt 2) Reflects 5.2x terminal value multiple, 10.6% WACC for Galt and 10.6% WACC for Dagny PIPER SANDLER | 10 3) WACCs shown only used to discount operating cash flows in each case; non-operating cash flows include judgement on the Stabil Drill IP Litigation and payments received on the Tronco Note, which are discounted using rates of 70% and 30%, respectively, across all cases Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny and Galt Merger Analysis – 2024P (Dollars in millions) 2024P n Adjusted to remove DNR revenue in Galt Dagny Adj. Pro Forma 2024P (Dagny) and COGS (Galt), and for Revenue $ 174.4 $ 25.7 $ (10.9) $ 189.2 estimated depreciation expense Cost of Sales 43.4 9.8 (10.9) 42.4 associated with DNR Capex (Galt) Gross Profit $ 131.0 $ 15.9 $ - $ 146.9 Gross Margin 75% 62% 78% (2) SG&A Expense 72.2 7.8 (3.0) 77.0 n Analysis includes of $3 million base case Adj. EBITDA $ 58.8 $ 8.1 $ 3.0 $ 69.9 Adj. EBITDA Margin 34% 31% 37% cost synergies attributable to Contribution (Excl. Synergies) 88% 12% 100% consolidation of public company costs, (3) D&A Expense 28.0 1.3 (2.8) 26.6 as mentioned in Galt’s proposal Interest Expense, Net 0.0 0.6 - 0.6 (4) Other & EBITDA Adjustments 0.8 1.4 2.2 EBT $ 30.0 $ 4.7 $ 40.5 n Assumes all Dagny shareholders elect to EBT Margin 17% 18% 21% receive stock consideration (5) Income Tax 6.3 1.0 8.5 Net Income $ 23.7 $ 3.7 $ 32.0 (6) Diluted Earnings per Share $ 0.80 $ 0.79 $ Accretion / (Dilution) to Galt (0.00) % Accretion / (Dilution) to Galt (1%) (6) Fully Diluted Shares Outstanding 29.8 10.7 40.4 1) Source: Company provided information, filings and consensus estimates, as appropriate 2) Includes EBITDA adjustments 3) Adjusted to exclude D&A expense associated with 2024 DNR capex spend by Galt. Assumes D&A equal to 2024P capex 4) Other (Net) includes remaining items that were excluded from adjusted EBITDA; For Galt, these include stock option expense, monitoring fees, gain on sale of property, unrealized gain on equity securities, transaction expenses and other expenses; For SDPI, these include impairment of assets, share based compensation, net noncash compensation, gain / loss on disposition of assets and recovery of related party notes receivable 5) Tax rate assumed to be 21% 6) Galt shares issued to Dagny calculated using 0.3322 exchange ratio equal to $1.00 price per Dagny share divided by Galt share price as of January 9, 2024 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity PIPER SANDLER | 11

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Floating Value of Stock Offer Since Galt Began Trading (Dollars in millions) (2) VWAP Implied Offer Premium 1-day 32% 10-day 36% 30-day 39% 60-day 37% 1) Source: Capital IQ as of January 9, 2024; Galt began trading on June 21, 2023 following completion of reverse merger 2) Premiums calculated as $1.00 Dagny share price at offer divided by Dagny VWAP PIPER SANDLER | 12 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Share Price Ratios Since Galt Began Trading Illustrative Exchange Ratios at Historical Share Prices (2) (3) Illustrative Implied Dagny At-Offer Ownership At Historical Galt Market Prices 1) Source: Capital IQ as of January 9, 2024; Galt began trading on June 21, 2023 following completion of reverse merger 2) $1.00 Dagny share price at offer / Galt spot share price PIPER SANDLER | 13 3) Illustrative historical ownership calculated using current diluted shares outstanding for Dagny and Galt as of January 9, 2024 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For information on Piper Sandler locations, visit PiperSandler.com. ® Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership . Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Ltd., authorized and regulated by the Securities and Futures Commission Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates. ©2024. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036 PIPER SANDLER | 14

CO CONF NFI IDE DENT NTA AL L DR DRA AF FT T – – S SU UBJ BJE EC CT T T TO O RE REV VIIS SIIO ON N CONFIDENTIAL DRAFT – SUBJECT TO REVISION Exhibit (c)(5) February 6, 2024 Discussion Materials Prepared For The Board Of Directors Of Dagny INTERNAL REFERENCE Galt = DTI Dagny = SDPI CONFIDENTIAL PIPER SANDLER | 1

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer Piper Sandler & Co. ( Piper Sandler or “PSC”) has prepared and provided these materials and any related materials (the Confidential Materials ) solely for the use of the Board of Directors (the Board ) of Dagny (the Company ) in connection with its consideration of the contemplated transaction. Without Piper Sandler's prior written consent, the Confidential Materials may not be circulated or referred to publicly, disclosed to, published, relied upon by any other person, or used or relied upon for any other purpose. Notwithstanding anything herein to the contrary, the Company may disclose to any person the U.S. federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Piper Sandler imposing any limitation of any kind. The Confidential Materials, including this disclaimer, is subject to, and governed by, any written agreement between the Company and Piper Sandler. Piper Sandler engages directly or through its affiliates in various activities, including institutional brokerage and investment and wealth management for individuals and institutions. You understand that this engagement does not prevent Piper Sandler and its affiliates from actively trading the debt and equity securities (or related derivative securities) of third parties, the Company, or other companies which may be the subject of the engagement (for their own account or for the accounts of their customers) or from representing or otherwise providing financial services to third parties, including competitors of the Company. In preparing the Confidential Materials, Piper Sandler has relied upon and assumed, without assuming any responsibility for investigation or independent verification of the accuracy and completeness of all information that is available from public sources as well as all other information supplied to it by, or on behalf of, the Company and/or other sources, including tax, accounting, legal and other information provided to, discussed with or reviewed by Piper Sandler. Piper Sandler is not in any respect responsible for verifying the accuracy or completeness of any such information, conducting any appraisal or valuation of assets or liabilities of any party to the contemplated transaction, or advising or opining on any solvency or viability issues. As such, Piper Sandler does not assume any liability for the accuracy or completeness of such information. These materials are not intended to provide the sole basis for evaluating the contemplated transaction or any other matter, and should be considered by the Board as only one factor in discharging its decision-making duties. PIPER SANDLER | 2

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Transaction Overview (Dollar and share amounts in millions, except per share amounts) n In Galt’s January 31, 2024 proposal, Galt would acquire all of the outstanding shares of Dagny via tender offer, in which Dagny shareholders would have the option to either receive $1.00 cash per Dagny share or exchange for 0.313 Galt shares per Dagny share, with a maximum of 15,480,000 Dagny shares eligible to receive Galt shares l Implies a $26.3 million valuation for Dagny l Analysis assumes fixed exchange ratio l Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity Reflects Jan. 31, 2024 proposal exchange ratio. Was 0.243 per Dagny share at time of initial offer letter Dagny Pro Forma Ownership and Implied Equity Consideration Dagny Capitalization At Offer % of Dagny Shares Tendered for Galt Shares At Market At Offer 0.0% 10.0% 20.0% 30.0% 40.0% 48.2% (2) Dagny Diluted Shares Outstanding 32.1 32.1 (3) Cash Offer Price per Dagny Share $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Price per Share $ 0 .71 $ 1 .00 (1) (4) Galt Shares per Dagny Share 0.313 0.313 0.313 0.313 0.313 0.313 Implied Dagny Equity Value $ 22.8 $ 32.1 Dagny Shares Tendered for Cash 32.1 28.9 25.7 22.5 19.3 16.6 Debt 2.5 2.5 Dagny Shares Tendered for Galt Shares - 3 .2 6 .4 9 .6 12.8 15.5 Less: Cash (4.3) (4.3) (2) Dagny Fully Diluted Shares Outstanding 32.1 32.1 32.1 32.1 32.1 32.1 Dagny Net Debt (Excl. Tronco) (1.9) (1.9) (5) Implied Consideration to Dagny Equity Less: PV of Tronco Note Payments (3.9) (3.9) Galt Shares Issued to Dagny - 1 .0 2 .0 3 .0 4 .0 4 .8 Dagny Net Debt ( 5.8) ( 5.8) Galt Share Price (02/05/2024) $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 Implied Dagny Enterprise Value $ 17.0 $ 26.3 Stock Consideration $ - $ 2.7 $ 5.4 $ 8.1 $ 10.8 $ 13.0 Impl. Enterprise Val. (Excl. Tronco) $ 20.9 $ 30.3 Cash Consideration 32.1 28.9 25.7 22.5 19.3 16.6 Total Consideration to Dagny Equity $ 32.1 $ 31.6 $ 31.1 $ 30.6 $ 30.1 $ 29.7 Pro Forma Diluted Shares Oustanding Galt Fully Diluted Shares Outstanding 29.8 29.8 29.8 29.8 29.8 29.8 Galt Shares Issued to Dagny - 1 .0 2 .0 3 .0 4 .0 4 .8 Total Pro Forma Shares Oustanding 29.8 30.8 31.8 32.8 33.8 34.6 Pro Forma Ownership Galt Pro Forma Ownership 100% 97% 94% 91% 88% 86% Dagny Pro Forma Ownership - 3% 6% 9% 12% 14% 1) Exchange ratio per Galt counteroffer dated January 31, 2024 discount rate equal to Dagny WACC 2) Dagny diluted shares includes ~1.7M unvested RSUs that will vest upon change of control Note: Analysis excludes transaction fees and expenses that are expected to be PIPER SANDLER | 4 3) At market Dagny share price as of February 5, 2024 absorbed by the merged entity 4) Assumes all Dagny shares are tendered for cash 5) Present value of Tronco Note payment schedule provided by management; assumes

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Comparison With Previous Offers (Dollar and share amounts in millions, except per share amounts) Dagny Pro Forma Ownership and Implied Equity Consideration at Current and Previous Offers Galt Counteroffer (01/31/24) Dagny Counteroffer (01/15/24) Original Galt Offer (10/02/23) % Dagny Shares Tendered for Galt Shares 0.0% 25.0% 48.2% 0.0% 25.0% 50.0% 75.0% 100.0% 0.0% 25.0% 50.0% 75.0% 100.0% Cash Offer Price per Dagny Share $ 1.00 $ 1. 00 $ 1. 00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 (1) Galt Shares per Dagny Share 0. 313 0. 313 0. 313 0.332 0.332 0.332 0.332 0.332 0.243 0.243 0.243 0.243 0.243 Dagny Shares Tendered for Cash 32.1 24.1 16.6 32. 1 24. 1 16. 1 8.0 - 32. 1 24.1 16.1 8.0 - Dagny Shares Tendered for Galt Shares - 8.0 15.5 - 8.0 16.1 24.1 32.1 - 8.0 16.1 24. 1 32. 1 (2) Dagny Fully Diluted Shares Outstanding 32.1 32.1 32.1 32.1 32.1 32.1 32.1 32. 1 32.1 32.1 32. 1 32. 1 32.1 Implied Consideration to Dagny Equity Galt Shares Issued to Dagny - 2.5 4.8 - 2.7 5.3 8.0 10.7 - 2.0 3.9 5.9 7.8 Galt Share Price (02/05/2024) $ 2. 69 $ 2.69 $ 2. 69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 $ 2.69 Stock Consideration $ - $ 6.8 $ 13. 0 $ - $ 7 .2 $ 14.4 $ 21.5 $ 28.7 $ - $ 5 .2 $ 10.5 $ 15.7 $ 21.0 Cash Consideration 32.1 24.1 16.6 32.1 24.1 16.1 8.0 - 32. 1 24. 1 16. 1 8.0 - Total Consideration to Dagny Equity $ 32.1 $ 30.9 $ 29.7 $ 32. 1 $ 31. 3 $ 30. 4 $ 29. 6 $ 28. 7 $ 32. 1 $ 29.3 $ 26. 6 $ 23. 8 $ 21. 0 Pro Forma Diluted Shares Oustanding Galt Fully Diluted Shares Outstanding 29.8 29.8 29.8 29. 8 29.8 29.8 29.8 29. 8 29.8 29. 8 29. 8 29.8 29.8 Galt Shares Issued to Dagny - 2.5 4.8 - 2.7 5.3 8.0 10. 7 - 2.0 3.9 5.9 7.8 Total Pro Forma Shares Oustanding 29.8 32.3 34.6 29.8 32.4 35.1 37. 8 40. 4 29. 8 31.7 33.7 35.6 37. 6 Pro Forma Ownership Galt Pro Forma Ownership 100% 92% 86% 100% 92% 85% 79% 74% 100% 94% 88% 84% 79% Dagny Pro Forma Ownership - 8% 14% - 8% 15% 21% 26% - 6% 12% 16% 21% 1) Exchange ratios per each offer letter, as indicated in the table 2) Dagny diluted shares includes ~1.7M unvested RSUs that will vest upon change of control PIPER SANDLER | 5 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Note: Transaction Exchange Ratio Analysis 0.450 (1) Implied Exchange Ratio - Galt Rolling 20-Day VWAP As of January 9, 2024 Spot Price 20-day VWAP (1) Implied Exchange Ratio - Galt Spot Price Effective Galt Share Price $ 3.01 $ 3. 19 (2) Offer Price per Dagny Share 1.00 1.00 Market Exchange Ratio Galt Shares per Dagny Share 0.332 0.313 Initial Offer (10/02/23) Exchange ratio in Galt 01/31/24 counteroffer is approximately 0.400 Dagny Counter (01/15/24) equal to ratio using 20-day VWAP as of 01/09/24, the date of the (3) spot price used for the exchange ratio in the Dagny counteroffer Galt Counter (01/31/24) 0.372 0.350 0.332 0.331 0.313 0.300 0.264 0.250 0.243 0.200 09/29/23 - Galt initial offer exchange ratio set 01/09/24 - Dagny counteroffer exchange ratio based on Galt 20-day VWAP set based on Galt spot price (Offer received on 10/02/23) (Letter sent on 01/15/24) 0.150 1) Implied exchange ratios calculated using $1.00 Dagny offer price per share 2) Market exchange ratio calculated as Dagny market spot price divided by Galt market spot price PIPER SANDLER | 6 3) Note that the Galt 01/31/24 counteroffer does not explicitly disclose Galt’s methodology for calculating the 0.313 exchange ratio quoted in the offer letter Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Review of Dagny Management Projection History (1) Prior Management Forecasts vs. Historical Actuals (Dollars in millions) 2018 2019 2020 2021 2022 2023 2024 Actuals Revenue $ 18.2 $ 19.0 $ 10.5 $ 13.3 $ 19.1 Adjusted EBITDA 5.0 4 ..2 0.1 2.6 5 .3 2018 Projections Revenue $ 21.7 Estimate Adj. EBITDA 6 .9 Revenue (16%) Miss Adj. EBITDA (28%) 2019 Projections Revenue $ 18.2 Estimate Adj. EBITDA 5.0 Revenue Beat Miss Adj. EBITDA (15%) 2020 Projections Revenue $ 20.4 Estimate Adj. EBITDA 5 .3 Revenue (49%) Miss Adj. EBITDA (97%) 2021 Projections Revenue $ 15.1 Estimate Adj. EBITDA 3.3 Revenue (12%) Miss Adj. EBITDA (19%) 2022 Projections Revenue $ 21.5 Estimate Adj. EBITDA 6.3 Revenue (11%) Miss Adj. EBITDA (17%) 2023 Projections - Beg. of Year Revenue $ 26.7 Estimate Adj. EBITDA 7 .4 (2) 2023/24 Projections - Base Case Revenue $ 20.9 $ 25.7 Estimate Adj. EBITDA 5.9 8 .1 1) Source: Company provided information; all projections as of the beginning of each projection year, excluding the 2023/24 base case projection 2) Forecast per financial model provided by the Company on January 2, 2024 PIPER SANDLER | 7 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Relative Projected Financial Profiles (2) Gross Profit Growth SG&A as a Percent of Revenue (Indexed to 100 at 2020) (% of revenue) 400 80% 300 60% 49% 43% 43% 41% 39% 38% 200 40% 34% 30% 28% 29% 100 20% 0 0% 2021 2022 2023P 2024P 2025P 2021 2022 2023P 2024P 2025P Dagny Galt Dagny Galt Adj. EBITDA Margin EBITDA Growth (% of revenue) (Indexed to 100 at 2020) 40% 600 35% 34% 34% 34% 32% 31% 28% 30% 28% 450 20% 20% 20% 300 10% 150 0% 0 2021 2022 2023P 2024P 2025P 2021 2022 2023P 2024P 2025P Dagny Galt Dagny Galt 1) Source: Company filings and company provided information 2) Includes EBITDA adjustments PIPER SANDLER | 8 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Comparable Companies Analysis as of February 5, 2024 (Dollars in millions) n Selected publicly-traded upstream equipment and services companies that (i) have a market capitalization less than $1 billion and (ii) are primarily exposed to providing products or services used in land drilling and (2) completion end markets Capitalization Enterprise Value To: Market Enterprise EBITDA 2023P Metrics (3) Equity Value Value 2022 LTM 2023P 2024P EBITDA Revenue Cathedral Energy Services $ 1 65 $ 2 48 n/a n/a 3.6x 2.7x $ 6 8 $ 4 00 DMC Global 3 31 6 03 6.6x 5.5x 6.1x 5.8x 9 8 7 17 Forum Energy Technologies 2 27 3 19 6.4x 5.3x n/a n/a n/a n/a (3) Hunting 5 97 6 55 13.0x 8.4x 6.6x 5.1x 9 9 9 32 (4) KLX Energy Services 1 44 3 78 3.5x n/a 2.5x 2.6x 1 50 9 12 NCS Multistage 3 9 5 4 3.6x 3.4x 3.7x 4.5x 1 5 1 47 Nine Energy Services 7 9 3 86 4.3x 4.9x 6.1x 5.1x 6 4 6 09 Oil States International 3 76 4 59 6.5x 5.1x 5.2x 4.7x 8 9 7 90 Phoenix Technology Services 3 19 3 47 5.0x 3.7x 3.0x 3.1x 1 17 4 95 Ranger Energy Services 2 39 2 62 3.8x 3.1x 3.0x 2.8x 8 8 6 38 Schoeller-Bleckmann 7 21 7 12 5.5x 5.3x 4.6x 4.4x 1 55 6 47 Solaris Oilfield Infrastructure 3 25 3 64 4.4x 3.7x 3.8x 3.8x 9 5 2 96 Median 5.0x 5.0x 3.8x 4.4x $ 95 $ 6 38 Galt $ 8 0 $ 7 6 1.8x 1.4x 1.5x 1.3x $ 5 2 $ 1 53 Dagny - At Market $ 2 3 $ 1 7 3.2x 2.5x 2.9x 2.1x $ 6 $ 2 1 (5) Dagny - At Galt Counteroffer - 01/31/24 $ 3 2 $ 2 6 5.0x 3.9x 4.5x 3.3x $ 6 $ 2 1 Dagny - At Market (Excl. Tronco Note) $ 2 3 $ 2 1 4.0x 3.1x 3.5x 2.6x $ 6 $ 2 1 (5) Dagny - At Galt Counteroffer (Excl. Tronco Note) $ 3 2 $ 3 0 5.7x 4.5x 5.1x 3.7x $ 6 $ 2 1 1) Source: Company provided information, public company filings and Capital IQ as of 4) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 February 5, 2024 5) Assumes all Dagny shares are tendered for cash PIPER SANDLER | 9 2) Does not include companies which trade OTC Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the 3) LTM and balance sheet data as of September 30, 2023; Hunting LTM and balance sheet merged entity data as of June 30, 2023

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Comparable Transactions Analysis (Dollars in millions) n Includes select acquisitions of drilling and completion products and service companies under $1 billion since 2021 Ratio Of Transaction Value To: Announced Transaction LTM Projected Year Acquiror Target Value Range EBITDA EBITDA 2023 Forum Energy Technologies Variperm Energy Services $ 1 94 3.7x n/a 2023 Schoeller-Bleckmann Praxis Completion Technology 2 2 4.1x n/a 2023 Acquiror A Target A <50 3.0x n/a 2023 Element Technical Services Essential Energy Services 5 8 4.8x n/a 2023 Dril-Quip Great North Wellhead 1 03 n/a 4.1x (2) (2) 2023 Patterson-UTI Ulterra Drilling Technologies 8 00 4.9x 4.7x 2023 Stratim Cloud Acquisition Corp. Force Pressure Control 2 40 3.9x 2.9x 2023 KLX Energy Services Greene's Energy Group 3 0 2.1x 1.6x 2023 ROC Energy Acquisition Corp. Drilling Tools International (At Close) 1 44 3.5x 2.5x 2023 ROC Energy Acquisition Corp. Drilling Tools International (At Announcement) 3 19 7.8x 5.5x (3) (4) 2022 ProFrac REV Energy Services 1 60 n/a 1.8x 2022 ProPetro Silvertip 1 50 n/a 2.1x 2022 Acquiror B Target B n/a 6.2x 3.2x 2022 Profrac U.S Well Services 4 95 nmf 5.7x 2022 Acquiror C Target C 100 - 200 10.3x 3.8x 2021 Acquiror D Target D <50 3.8x 2.4x 2021 Acquiror E Target E <50 nmf 6.3x 2021 Liberty Energy PropX 1 03 n/a 5.4x 2021 NexTier Oilfield Solutions Alamo Pressure Pumping 2 68 3.9x 3.4x 2021 Acquiror F Target F <50 nmf 1.7x 2021 Acquiror G Target G <50 nmf 1.6x 2021 Acquiror H Target H <50 3.3x n/a 2021 Acquiror I Target I 300 - 500 n/a 10.5x 25th Percentile $ 29 3.6x 2.2x Median $ 1 03 3.9x 3.3x 75th Percentile $ 2 17 4.9x 5.2x (5) Implied Galt / Dagny Transaction Value $ 26 3.9x 3.3x 1) Source: Piper Sandler internal database, Bloomberg, Capital IQ and company filings. Names 4) EBITDA for calculation reflects 2023P EBITDA of $90 million ( Achieved EBITDA for earn-out withheld where Piper Sandler has proprietary information. trigger point) PIPER SANDLER | 10 2) Multiples reflect value immediately prior to announcement at market close on July 3, 2023. TTM 5) TTM EBITDA and projected EBITDA are TTM Q3’23 and 2024P, respectively EBITDA reflects Ulterra 2022 EBITDA. Projected EBITDA reflects Ulterra2023P EBITDA equal to Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the midpoint of 2023P EBITDA range provided in earnings call merged entity 3) Reflects transaction price of $140 million plus earnout of $20 million

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Contribution Analysis (Dollars in millions) Metric Implied Enterprise Value Contribution Relative Pro Forma Ownership Dagny Galt 20.8% (2) Offer as of 10/2/2023 (3) 24% 76% DCF - Consolidated $76 $304 20% 80% (4) 23% 77% DCF - Sum of Parts $73 $299 20% 80% EBITDA 2021 $3 $16 14% 86% 19% 81% 2022 5 41 11% 89% 16% 84% 2023P 6 52 10% 90% 15% 85% 2024P 8 59 12% 88% 17% 83% EBITDA Less Capex 2021 $2 $4 28% 72% 31% 69% 2022 2 17 10% 90% 15% 85% 25% 2023P 2 6 75% 29% 71% 22% 2024P 7 25 78% 26% 74% Asset Metrics ABV (9/30/2022) $8 $56 13% 87% 18% 82% TABV (9/30/2022) 8 56 13% 87% 17% 83% ABV (9/30/2023) 9 81 10% 90% 14% 86% TABV (9/30/2023) 9 81 10% 90% 15% 85% Note: Maximum Dagny ownership per Galt counteroffer is ~14%. Analysis assumes all 25.2% 26.4% Dagny shares are eligible to convert and convert to Galt shares at proposed exchange Galt Counter Dagny Counter (5) (6) ratio for purposes of evaluating relative contribution and comparing with previous offers. (1/31/24) (1/15/24) 1) Analysis includes the Tronco Note as a cash equivalent in calculating net debt as the sum of the values of its Rotosteer and non-Rotosteer segments 2) Assumes all Dagny shares are tendered for Galt shares at the 0.243 Galt shares per 5) Assumes all Dagny shares are tendered for 0.313 Galt shares per Dagny share PIPER SANDLER | 11 Dagny share exchange ratio cited in Galt’s initial bid letter dated October 2, 2023 6) Assumes all Dagny shares are tendered for 0.332 Galt shares per Dagny share 3) Reflects 5.0x terminal value multiple, 14.8% WACC for Galt and 14.3% WACC for Dagny Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by 4) Values Dagny as the sum of the value of its NAM and International businesses and Galt the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Implied Exchange Ratios Across Valuation Methodologies (Dollars in millions) Enterprise Equity Exchange _. Value Value Ratio (2) Counterproposal $ 26 $ 32 0.313x Pro Forma Ownership Splits Dagny Galt Relative Contribution Analysis 2021 Adj. EBITDA 18.6% 81.4% 0.212x 2022 Adj. EBITDA 15.9% 84.1% 0.175x 2023P Adj. EBITDA 14.9% 85.1% 0.163x 2024P Adj. EBITDA 16.6% 83.4% 0.184x 2021 Adj. EBITDA Less Capex 31.1% 68.9% 0.419x 2022 Adj. EBITDA Less Capex 14.8% 85.2% 0.160x 2023P Adj. EBITDA Less Capex 28.6% 71.4% 0.372x 2024P Adj. EBITDA Less Capex 26.0% 74.0% 0.325x (3) Relative DCF Analysis - Consolidated 20.0% 80.0% 0.232x (4) Relative DCF Analysis - SOTP 19.7% 80.3% 0.227x Nominal Valuation Outputs (5) Precedent Transactions EV / EBITDA TTM EBITDA (25th Percentile) 3.6x $ 21.1 $ 26.9 0.311x TTM EBITDA (Median) 3.9x 2 2.9 28.7 0.332x TTM EBITDA (75th Percentile) 4.9x 2 8.8 3 4.6 0.400x (6) Discounted Cash Flow WACC Terminal Mult. DCF (Low) 20.0% 3.5x $ 52.9 $ 58.7 0.680x DCF (Mid) 15.0% 4.5x 6 9.6 7 5.4 0.873x DCF (High) 10.0% 5.5x 9 2.8 9 8.6 1.141x (7) DCF - SOTP 5.0x 73.3 7 9.1 0.915x 1) Analysis includes the Tronco Note as a cash equivalent in calculating net debt transactions TTM EBITDA multiple shown 2) Equity value and enterprise value shown assumes all Dagny shares are tendered for cash 6) WACCs shown only used to discount operating cash flows in each case; non-operating cash PIPER SANDLER | 12 3) Reflects 5.0x terminal value multiple, 14.8% WACC for Galt and 14.3% WACC for Dagny flows include judgement on the Stabil Drill IP Litigation discounted at 70%, across all cases 4) Values Galt’s Rotosteer business segment and Dagny’s international business separately from 7) Dagny NAM and International businesses valued separately, at different discount rates each business’s other segments and at different discount rates Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the 5) Dagny enterprise values calculated the product of Dagny 2023P adj. EBITDA and precedent merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny and Galt Merger Analysis – 2024P (Dollars in millions) 2024P n Adjusted to remove DNR revenue in Galt Dagny Adj. Pro Forma 2024P (Dagny) and COGS (Galt), and for Revenue $ 174. 4 $ 25. 7 $ ( 10.9) $ 189. 2 estimated depreciation expense Cost of Sales 43. 4 9. 8 ( 10.9) 42. 4 associated with DNR Capex (Galt) Gross Profit $ 131. 0 $ 15. 9 $ - $ 146. 9 Gross Margin 75% 62% 78% n Analysis includes of $3 million base case (2) SG&A Expense 72. 2 7. 8 ( 3.0) 77. 0 cost synergies attributable to Adj. EBITDA $ 58. 8 $ 8. 1 $ 3. 0 $ 69. 9 Adj. EBITDA Margin 34% 31% 37% consolidation of public company costs, Contribution (Excl. Synergies) 88% 12% 100% as mentioned in Galt’s original proposal (3) D&A Expense 28. 0 1. 3 ( 2.8) 26. 6 Interest Expense, Net 0. 0 0. 6 1. 4 2. 0 n Assumes maximum 15,480,000 Dagny (4) Other & EBITDA Adjustments 0. 8 1. 4 2. 2 shares are converted to Galt shares with EBT $ 30. 0 $ 4. 7 $ 39. 1 the remainder receiving cash EBT Margin 17% 18% 21% (5) consideration Income Tax 6. 3 1. 0 8. 2 Net Income $ 23. 7 $ 3. 7 $ 30. 9 (6) Diluted Earnings per Share $ 0.80 $ 0.89n Assumes cash consideration financed at $ Accretion / (Dilution) to Galt 0.10 ~8% interest rate, approximately equal % Accretion / (Dilution) to Galt 12% to current interest rate on Galt’s revolving (6) Fully Diluted Shares Outstanding 29.8 4.8 34.6 credit facility 1) Source: Company provided information, filings and consensus estimates, as appropriate 2) Includes EBITDA adjustments 3) Adjusted to exclude D&A expense associated with 2024 DNR capex spend by Galt. Assumes D&A equal to 2024P capex 4) Includes other expenses (income) and items that were excluded from adjusted EBITDA per each company’s financial model; For Galt, this includes monitoring fees; For Dagny, these include recovery of related party notes receivable, employee severance costs, IP litigation expenses, non-cash bonuses and stock-based compensation 5) Tax rate assumed to be 21% 6) Galt shares issued to Dagny calculated using 0.313 exchange ratio per Galt counteroffer dated January 31, 2024 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity PIPER SANDLER | 13

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Floating Value of Stock Offer Since Galt Began Trading (Dollars in millions) $2.00 (2) VWAP Implied Offer Premium 1-day 41% 10-day 39% $1.75 30-day 35% 60-day 41% $1.50 $1.25 $1.00 $1.00 $0.84 $0.75 $0.74 $0.71 $0.50 $0.25 $0.00 (3) Dagny at Market Dagny Rolling 30-Day VWAP Dagny at Offer (All-Cash Value) Dagny at Offer (All-Stock Value) 1) Source: Capital IQ as of February 5, 2024; Galt began trading on June 21, 2023 following completion of reverse merger 2) Premiums calculated as $1.00 Dagny share price at all-cash offer divided by Dagny VWAP PIPER SANDLER | 14 3) Calculated as 0.313 Galt shares per Dagny share offer exchange ratio multiplied by historical Galt spot share prices Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Share Price Ratios Since Galt Began Trading Illustrative Exchange Ratios at Historical Share Prices 0.500 R-Squared Correlation - Dagny & Galt Market Prices: 0.513 0.400 0.372 0.300 0.264 0.200 0.100 0.000 (2) Dagny Share Price / Galt Share Price At Offer Dagny Share Price / Galt Share Price Illustrative Implied Dagny At-Offer Ownership At Historical Galt Market Spot Prices 20% 16.2% 15% 14.0% 10% 5% (3) Implied Dagny Ownership at Historical Galt Market Prices Dagny Ownership at Counteroffer Exchange Ratio 1) Source: Capital IQ as of February 5, 2024; Galt began trading on June 21, 2023 following completion of reverse merger 2) $1.00 Dagny share price at offer / Galt spot share price PIPER SANDLER | 15 3) Illustrative historical ownership calculated using current diluted shares outstanding for Galt as of January 9, 2024 and ~15.48M maximum Dagny shares eligible for conversion to Galt shares per Galt counteroffer Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION I. Appendix PIPER SANDLER | 16

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION A. Sum-of-the-Parts Valuation PIPER SANDLER | 17

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Sum-of-the-Parts DCF Valuation (Dollar and share amounts in millions, except per share amounts) Dagny NAM Business DCF Valuation (Excluding International) FY Terminal 2024P 2025P 2026P 2027P 2028P Value (2) Unlevered Free Cash Flow $ 3. 9 $ 4. 2 $ 4. 4 $ 4. 4 $ 4. 5 Terminal Value (5.0x Exit Multiple) $ 30. 4 Dagny WACC 14.3% Dagny NAM NPV at January 1, 2024 $ 31. 1 Dagny International Business DCF Valuation FY Terminal 2024P 2025P 2026P 2027P 2028P Value (3) Unlevered Free Cash Flow $ ( 1.3) $ 1. 9 $ 4. 0 $ 4. 1 $ 5. 3 Terminal Value (5.0x Exit Multiple) $ 55. 1 (4) Dagny International WACC 16.1% Dagny International NPV at January 1, 2024 $ 34. 3 Dagny Sum-of-the-Parts Valuation $ % of Total NPV of Dagny NAM Business $ 31. 1 48% NPV of Dagny International Business 34. 3 52% NPV of Operating Free Cash Flows at January 1, 2024 $ 65. 4 100% (5) Plus: NPV of Non-Operating FCFs 5. 4 (6) Plus: Net Operating Loss Carry Forward Valuation 2. 5 Total Dagny NPV at January 1, 2024 $ 73. 3 Less: Net Debt 5. 8 Implied Equity Value $ 79. 1 Fully Diluted Shares Outstanding 32. 1 Implied Share Price $ 2. 46 1) Source: Company provided financial model and public filings, as appropriate countries of operation based on the terminal year of the forecast 2) Excludes EBITDA adjustment adding back Stabil Drill IP litigation expenses since the present value of 5) Includes present value of expected judgement on the Stabil Drill IP litigation, discounted at 70% PIPER SANDLER | 18 the expected settlement is included in present value of non-operating free cash flows 6) Source: Company 10-K. Piper Sandler has not separately valued the NOL and has relied upon the 10-K 3) International depreciation assumed to be equal to 60% of international capex valuation 4) International WACC includes 1.8% country risk premium per NYU Stern’s Aswath Damodaran as of Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity January 5, 2024; calculated as the weighted average country risk premium of Dagny’s international

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Sum-of-the-Parts DCF Valuation (Dollar and share amounts in millions, except per share amounts) Galt DCF Valuation (Excluding Rotosteer) FY Terminal 2024P 2025P Value (2) Unlevered Free Cash Flow $ 17. 9 $ 21.4 Terminal Value (5.0x Exit Multiple) $ 290.0 Galt WACC 14.8% Galt (Excl. Rotosteer) NPV at January 1, 2024 $ 254. 2 Rotosteer DCF Valuation FY Terminal 2024P 2025P Value (2)(3) Unlevered Free Cash Flow $ ( 1.4) $ 4. 9 Terminal Value (5.0x Exit Multiple) $ 61.5 Rotosteer Discount Rate 19.8% Rotosteer NPV at January 1, 2024 $ 45. 3 Galt Sum-of-the-Parts Valuation $ % of Total NPV of Galt Excluding Rotosteer $ 254. 2 85% NPV of Rotosteer 45. 3 15% Total Galt NPV at January 1, 2024 $ 299. 5 100% Less: Net Debt 4. 0 Implied Equity Value $ 303. 5 Fully Diluted Shares Outstanding 29. 8 Implied Share Price $ 10. 19 Implied Galt Share Price Excluding Rotosteer $ 8.67 1) Source: Company provided financial model and public filings, as appropriate 2) Consolidated change in net working capital included in non-Rotosteer valuation; company provided model does not identify accounts receivable balance attributable to Rotosteer PIPER SANDLER | 19 3) Rotosteer depreciation assumed to be equal to 60% of forecasted Rotosteer capex Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Sum-of-the-Parts DCF Sensitivities (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities around discount rates and terminal multiples for each of the two companies Dagny Implied Enterprise Value Galt Implied Enterprise Value Exit WACC (International WACC = WACC+1.8%) Exit WACC (Rotosteer Disct. Rate = WACC+5.0%) Multiple 10.0% 12.5% 15.0% 17.5% 20.0% Multiple 10.0% 12.5% 15.0% 17.5% 20.0% 3.5x $69 $64 $59 $55 $51 3.5x $237 $228 $219 $210 $202 4.0x 74 68 63 59 55 4.0x 266 255 245 235 226 4.5x 79 73 67 62 58 4.5x 294 282 271 260 250 5.0x 84 77 71 66 61 5.0x 323 309 297 285 274 5.5x 89 82 75 70 64 5.5x 351 337 323 310 298 Dagny Implied Equity Value Galt Implied Equity Value Exit WACC (International WACC = WACC+1.8%) Exit WACC (Rotosteer Disct. Rate = WACC+5.0%) Multiple 10.0% 12.5% 15.0% 17.5% 20.0% Multiple 10.0% 12.5% 15.0% 17.5% 20.0% 3.5x $75 $70 $65 $61 $57 3.5x $241 $232 $223 $214 $206 4.0x 80 74 69 65 61 4.0x 270 259 249 239 230 4.5x 85 79 73 68 64 4.5x 298 286 275 264 254 5.0x 90 83 77 72 67 5.0x 327 313 301 289 278 5.5x 95 88 81 75 70 5.5x 355 341 327 314 302 Dagny Implied Share Price Galt Implied Share Price Exit WACC (International WACC = WACC+1.8%) Exit WACC (Rotosteer Disct. Rate = WACC+5.0%) Multiple 10.0% 12.5% 15.0% 17.5% 20.0% Multiple 10.0% 12.5% 15.0% 17.5% 20.0% 3.5x $2.34 $2.17 $2.03 $1.90 $1.78 3.5x $8.11 $7.79 $7.48 $7.20 $6.93 4.0x 2.49 2.31 2.15 2.01 1.88 4.0x 9.06 8.70 8.36 8.04 7.74 4.5x 2.65 2.45 2.28 2.12 1.98 4.5x 10.02 9.61 9.23 8.88 8.54 5.0x 2.80 2.59 2.40 2.23 2.09 5.0x 10.98 10.53 10.11 9.71 9.34 5.5x 2.96 2.73 2.53 2.35 2.19 5.5x 11.93 11.44 10.98 10.55 10.15 Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the merged entity PIPER SANDLER | 20

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION B. Adjusted EBITDA Bridge PIPER SANDLER | 21

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Adjusted EBITDA Bridge (Dollars in millions) Historical Projected 2020 2021 2022 2023P 2024P 2025P 2026P 2027P 2028P EBITDA - Unadjusted $ ( 1.0) $ 1. 5 $ 3. 4 $ 3. 3 $ 6. 3 $ 9. 4 $ 11. 5 $ 13. 5 $ 15. 7 Employee Severance Cost - - - 0. 0 - - - - - IP Litigation Expense - Stabil Drill 0. 2 0. 1 0. 6 1. 2 0. 5 - - - - Troy & Annette Non-Cash Bonuses 0. 4 0. 4 0. 4 0. 4 0. 4 0. 4 0. 4 0. 4 0. 4 Stock-Based Compensation Expense 0. 6 0. 8 0. 9 0. 9 0. 9 0. 9 0. 9 0. 9 0. 9 Other - - 0. 1 - - - - - - Adj. EBITDA - Dagny Model $ 0. 1 $ 2. 6 $ 5. 3 $ 5. 9 $ 8. 1 $ 10. 7 $ 12. 7 $ 14. 7 $ 17. 0 (2) Less: IP Litigation Exp. - Stabil Drill ( 0.2) ( 0.1) ( 0.6) Adj. EBITDA - Publicly Reported $ ( 0.1) $ 2. 6 $ 4. 7 Adjusted EBITDA per Dagny model is used for transaction analysis, unless otherwise noted 1) Source: Company provided financial model and public filings, as appropriate 2) Note that the company adds back Stabil Drill IP litigation expenses in the internal financials it provided but does not explicitly include litigation expenses as an PIPER SANDLER | 22 adjustment in its publicly disclosed EBITDA adjustments

CONFIDENTAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For information on Piper Sandler locations, visit PiperSandler.com. ® Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership . Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Ltd., authorized and regulated by the Securities and Futures Commission Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates. ©2024. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036 PIPER SANDLER | 23

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Exhibit (c)(6) March 6, 2024 Project Dagny Discussion Materials Reflects market data as of: March 5, 2024 CONFIDENTIAL PIPER SANDLER | 1

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer Piper Sandler & Co. ( Piper Sandler or “PSC”) has prepared and provided these materials and any related materials (the Confidential Materials ) solely for the use of the Special Committee of the Board of Directors (the “Special Committee ) of Superior Drilling Products, Inc. (the Company,“ “Dagny,” or “you”) in connection with its consideration of the contemplated transaction. Without Piper Sandler's prior written consent, the Confidential Materials may not be circulated or referred to publicly, disclosed to, published, relied upon by any other person, or used or relied upon for any other purpose except as required by applicable securities laws and regulations and any applicable rules of any stock exchange. Notwithstanding anything herein to the contrary, the Company may disclose to any person the U.S. federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Piper Sandler imposing any limitation of any kind. The Confidential Materials, including this disclaimer, are subject to, and governed by, any written agreement between the Company and Piper Sandler. Piper Sandler, engages directly or through its affiliates, in various activities, including institutional brokerage and investment and wealth management for individuals and institutions. You understand that this engagement does not prevent Piper Sandler or its affiliates from actively trading the debt and equity securities (or related derivative securities) of third parties, the Company, or other companies which may be the subject of the engagement (for their own account or for the accounts of their customers) or from representing or otherwise providing financial services to third parties, including competitors of the Company. In preparing the Confidential Materials, Piper Sandler has relied upon and assumed, without assuming any responsibility for investigation or independent verification of the accuracy and completeness of all information that is available from public sources as well as all other information supplied to it by, or on behalf of, the Company and/or other sources, including tax, accounting, legal and other information provided to, discussed with or reviewed by Piper Sandler. Piper Sandler is not in any respect responsible for verifying the accuracy or completeness of any such information, conducting any appraisal or valuation of assets or liabilities of any party to the contemplated transaction, or advising or opining on any solvency or viability issues. As such, Piper Sandler does not assume any liability for the accuracy or completeness of such information. These materials are not intended to provide the sole basis for evaluating the contemplated transaction or any other matter, andshouldbeconsideredbythe Special Committeeas only one factor in discharging its fiduciary and other decision making duties. PIPER SANDLER | 2

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer (cont’d) Piper Sandler does not provide accounting, tax, legal or regulatory advice. Piper Sandler's role in any due diligence review is limited solely to performing such review as it shall deem necessary to support its own advice and analysis and shall not be on behalf or for the benefit of the Company, or any of its investors, creditors or any transaction counterparty. Forecasts of future results have been provided by the Company to Piper Sandler for use in its analyses. These forecasts are not necessarily indicative of actual future results, which may be significantly more or less favorable than such forecasts, and as such, analyses performed by Piper Sandler based on Company forecasts may not prove to be accurate. Accordingly, Piper Sandler does not assume responsibility for the accuracy or completeness of Company forecasts or the analyses Piper Sandler performs based on these forecasts. The Confidential Materials do not address the underlying business decision of the Company and the Special Committee to engage in the contemplated transaction or any other contemplated transaction, or the relative merits of any strategic alternative referred to herein as compared to any other alternative that may be available to the Company. The Confidential Materials are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made availabletoPiper Sandlerasof, thedateofsuchConfidential Materials and Piper Sandler assumes no responsibility for updating or revising the Confidential Materials. PIPER SANDLER | 3

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Table of Contents I. Transaction Overview II. Dagny Summary Financial Information III. Galt Company Overview IV. Dagny Valuation Analysis V. Galt Valuation Analysis VI. Appendix - Additional Reference Information PIPER SANDLER | 4

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION I. Transaction Overview PIPER SANDLER | 5

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Selected Terms of the Transaction n Galt will acquire all of the issued and outstanding shares of common stock, par value $0.001 per share, of Dagny ( Dagny Common Stock ) pursuant to a merger process, in accordance with the terms of a Merger Agreement, for purposes of this analysis, the most recent version of which is dated March 5, 2024 (the Merger Agreement ), and such transaction (the Merger ) n In the Merger, the holders of shares of Dagny Common Stock (the Dagny Shareholders ) will have the option to receive either (i) $1.00 in cash for each share of Dagny Common Stock held by the Dagny Shareholder (the Cash Consideration ), (ii) 0.313 shares of common stock of Galt ( Galt Common Stock ) for each share of Dagny Common Stock held by the Dagny Shareholder (the Stock Consideration ), or (iii) some combination of both Offer & Implied n A maximum of 15,480,000 shares of Dagny Common Stock are eligible to receive shares of Galt Common Stock (48.1% of Valuation total Dagny diluted shares outstanding) n Each option to acquire shares of Company Common Stock that is held by an “employee” (as defined in the Agreement) shall be assumed by Parent pursuant to the terms of the Agreement. Each such option held by a non-employee that is in- the-money will receive the net spread between the $1.00 Cash Consideration per share price and the exercise price, and each such non-employee option that is out-of-the-money will be cancelled in the initial Merger n In the event elections for Stock Consideration and Cash Consideration are outside a predetermined maximum / minimum, there will be a forced conversion to Cash Consideration or Stock Consideration on a prorated basis in order to protect the tax treatment of the Transaction n Not subject to financing contingency Financing n Funded from cash on hand n Two-step merger process: initial Merger provides consideration to Dagny Shareholders Structure n Rule 13e-3 transaction Representations n Customary sets of reps and warranties for each of Dagny and Galt and Warranties n Reps and warranties will not survive the completion of the initial Merger n Customary “no shop” provision, no “go shop” Deal Protection n Fiduciary out for superior proposal and Termination n Force the vote covenant Rightsn Breakup fee payable by Dagny equal to $987,715.77 in the event the transaction is terminated to accept a superior proposal n A majority of outstanding Dagny shares must vote to approve the Merger Agreement n No vote by holders of Galt Common Stock is required Conditions & n Certain Dagny Shareholders, collectively owning approximately 40% of Dagny Common Stock, will be required to enter Approvals into agreements to vote their shares of Dagny Common Stock in favor of approval of the initial Merger n Other customary conditions (including no Dagny MAE) 1) See draft merger agreement dated March 5, 2024 for complete terms and conditions Note: Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock options to be settled in cash at close, (2) stock options Dagny PIPER SANDLER | 6 and Galt have mutually agreed to permit to roll over to Galt options and (3) out-of-the-money options not rolling over to Galt that will be canceled at close

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Offer Valuation Summary See the following page for detail on (Dollar and share amounts in millions, except per share amounts) offer consideration mix Dagny Common Offer Offer (2) Stock At Market (Maximum Cash) (Maximum Stock) Price per Share of Dagny Common Stock ($1.00 All Cash Offer or 0.313 Exchange Ratio) $ 0.72 $ 0.99 $ 0.99 (3) Shares of Dagny Common Stock Outstanding 30.4 30.4 30.4 (4) Plus: Unvested RSUs 1.8 1.8 1.8 (5) Fully Diluted Shares of Dagny Common Stock 32.2 32.2 32.2 Implied Dagny Equity Value $ 23.1 $ 31.8 $ 31.7 Debt 2.2 2.2 2.2 Less: Cash (2.7) (2.7) (2.7) Dagny Net Debt (Excl. Tronco) (0.4) (0.4) (0.4) (6) Less: Tronco Note (6.7) (6.7) (6.7) Dagny Net Debt (7.1) (7.1) (7.1) Implied Dagny Enterprise Value $ 16.0 $ 24.7 $ 24.6 Plus: Estimated Transaction Costs and Change of Control Payments 4.0 4.0 Implied Dagny Transaction Value $ 28.7 $ 28.6 (7) Implied Multiples (Implied Dagny Enterprise Value / EBITDA) Dagny Metric Multiple Multiple Multiple (8) EV / LTM EBITDA $ 6.7 2.4x 3.7x 3.7x EV / 2023E EBITDA 5.7 2.8x 4.3x 4.3x EV / 2024P EBITDA 8.1 2.0x 3.0x 3.0x Historical Stock Price of Dagny Common Stock Offer Premium Offer Premium Closing Share Price (03/05/24) $ 0.72 37.7% 37.5% 10-Day VWAP 0.71 39.0% 38.7% 30-Day VWAP 0.72 37.8% 37.6% 60-Day VWAP 0.73 35.8% 35.5% 52-Week High (07/21/23) 1.80 (45.1%) (45.2%) 52-Week Low (11/13/23) 0.62 59.3% 59.0% 1) Source: Dagny Management-provided information, public filings and Capital IQ as of March 5, 2024. Balance sheet be settled in cash at close, (2) stock options Dagny and Galt have mutually agreed to permit to roll over to Galt (unaudited) as of December 31, 2023 per Dagny Management-provided information options and (3) out-of-the-money options not rolling over to Galt that will be canceled at close 2) Market price of Dagny Common Stock as of March 5, 2024 6) Reflects the undiscounted balance of the Tronco Note, including accrued interest, as of December 31, 2023 per 3) Shares of Dagny Common Stock outstanding as of December 31, 2023 per Dagny Management-provided Dagny Management-provided information information 7) Dagny-Management provided information 4) Includes ~1.8M unvested RSUs that will vest upon change of control; per Dagny Management-provided information 8) LTM as of September 30, 2023 as provided to Piper Sandler on March 5, 2024 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common 5) Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock options to Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 7

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Pro Forma Ownership and Implied Equity Consideration (Dollar and share amounts in millions, except per share amounts) Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares Analysis assumes the value of stock consideration must be at least 41.0% of the Maximum of 4,845,240 shares of Galt Common total value of consideration received by Dagny equity. At the current spot share Stock are available for issuance to Dagny Common price of Galt Common Stock and assuming a 0.313 exchange ratio, this Stock (i.e. 15,480,000 Dagny shares are eligible for translates to at least ~41.7% of diluted shares of Dagny Common Stock exchange for shares of Galt Common Stock in the outstanding electing to exchange for shares of Galt merger assuming a 0.313 exchange ratio) % of Shares of Dagny Common Stock Exchanged for Shares of Galt Common Stock 41.7% 43.3% 44.9% 46.5% 48.1% Cash Offer Price per share of Dagny Common Stock $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Shares of Galt Common Stock Offered per Share of Dagny Common Stock 0.313 0.313 0.313 0.313 0.313 Shares of Dagny Common Stock Exchanged for Cash 18.8 18.2 17.7 17.2 16.7 Shares of Dagny Common Stock Exchanged for Shares of Galt Common Stock 13.4 13.9 14.5 15.0 15.5 (2)(3) Fully Diluted Shares of Dagny Common Stock 32.2 32.2 32.2 32.2 32.2 Implied Consideration to Dagny Equity Shares of Galt Common Stock Issued to Dagny Stockholders 4.2 4.4 4.5 4.7 4.8 Galt Share Price (03/05/2024) $ 3.10 $ 3.10 $ 3.10 $ 3.10 $ 3.10 Stock Consideration $ 13.0 $ 13.5 $ 14.0 $ 14.5 $ 15.0 Value of Stock Consideration as a Percent of Total Consideration 41.0% 42.6% 44.2% 45.7% 47.3% Cash Consideration 18.8 18.2 17.7 17.2 16.7 Total Consideration to Dagny Equity $ 31.8 $ 31.8 $ 31.8 $ 31.8 $ 31.7 Implied Dagny Offer Price per Share $ 0.99 $ 0.99 $ 0.99 $ 0.99 $ 0.99 Pro Forma Shares of Galt Common Stock Outstanding (4) Fully Diluted Shares of Galt Common Stock Outstanding 29.8 29.8 29.8 29.8 29.8 Shares of Galt Common Stock Issued to Dagny 4.2 4.4 4.5 4.7 4.8 Total Pro Forma Shares of Galt Common Stock Outstanding 34.0 34.2 34.4 34.5 34.7 Pro Forma Ownership Historical Holders of Galt Common Stock Pro Forma Ownership of Galt 88% 87% 87% 86% 86% Dagny Pro Forma Ownership 12% 13% 13% 14% 14% 1) Source: Dagny Management-provided information, public filings and Capital IQ as of March 5, 2024 roll over to Galt options and (3) out-of-the-money options not rolling over to Galt that will be canceled 2) The number of fully diluted shares of Dagny Common Stock includes 1.8M unvested RSUs that will vest at close PIPER SANDLER | 8 upon change of control; per Dagny Management-provided information as provided to Piper Sandler on 4) Fully diluted shares of Galt Common Stock includes dilution from outstanding stock options using treasury March 5, 2024 stock method; based on Galt-provided stock options listing as of February 19, 2024 3) Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny options to be settled in cash at close, (2) stock options Dagny and Galt have mutually agreed to permit to Common Stock outstanding and receive the same consideration election as ordinary shares

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Transaction Exchange Ratio Analysis (All Stock Basis) (3) VWAP Offer Premium (1) 1-day 33% (2) 10-day 34% 30-day 29% 60-day 35% 1) Calculated as market spot price of Dagny Common Stock divided by market spot price of Galt Common Stock; market spot prices sourced from Capital IQ as of March 5, 2024 2) Calculated as the 30-day rolling VWAP of Dagny Common Stock divided by the 30-day rolling VWAP of Galt Common Stock PIPER SANDLER | 9 3) Offer premium calculated using offer exchange ratio and market exchange ratio equal to VWAP of Dagny Common Stock divided by VWAP of Galt Common Stock; VWAP as of March 5, 2024

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Transaction Share Price Analysis (All Cash Basis) (1) VWAP Offer Premium 1-day 39% 10-day 41% 30-day 40% 60-day 37% 1) Offer premium calculated using cash offer per Dagny share and Dagny VWAP as of March 5, 2024; market data sourced from Capital IQ as of March 5, 2024 PIPER SANDLER | 10

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION II. Dagny Summary Financial Information PIPER SANDLER | 11

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Dagny Historical and Projected Income Statement (Dollars in millions) (1) (1) (2) Historical Prelim. Projected 2020 2021 2022 2023E 2024P 2025P 2026P 2027P 2028P Revenue $ 10.5 $ 13.3 $ 19.1 $ 21.0 $ 25.8 $ 32.0 $ 36.1 $ 40.2 $ 44.5 Revenue Growth 27% 43% 10% 23% 24% 13% 11% 11% Cost of Sales 5.1 5.7 8.3 8.2 9.8 12.0 13.3 14.6 15.7 Gross Profit $ 5.4 $ 7.7 $ 10.8 $ 12.8 $ 16.0 $ 20.0 $ 22.8 $ 25.6 $ 28.7 Gross Margin 51% 57% 56% 61% 62% 62% 63% 64% 65% SG&A 6.4 6.2 7.3 9.6 9.7 10.6 11.2 11.9 12.6 EBITDA $ (1.0) $ 1.5 $ 3.4 $ 3.1 $ 6.3 $ 9.4 $ 11.5 $ 13.7 $ 16.2 EBITDA Margin (10%) 11% 18% 15% 24% 29% 32% 34% 36% (3) Plus: Adjustments 1.1 1.2 1.8 2.5 1.8 1.3 1.3 1.3 1.3 Adj. EBITDA $ 0.1 $ 2.6 $ 5.3 $ 5.7 $ 8.1 $ 10.7 $ 12.9 $ 15.1 $ 17.5 Adj. EBITDA Margin 1% 20% 28% 27% 31% 33% 36% 37% 39% D&A 2.8 2.1 1.5 1.4 1.3 1.4 1.5 1.6 1.7 Adj. EBIT $ (2.7) $ 0.5 $ 3.8 $ 4.3 $ 6.7 $ 9.3 $ 11.4 $ 13.5 $ 15.8 Adj. EBITDA Less Capex Adj. EBITDA $ 0.1 $ 2.6 $ 5.3 $ 5.7 $ 8.1 $ 10.7 $ 12.9 $ 15.1 $ 17.5 Growth Capex $ (3.3) $ (3.9) $ (0.7) $ (0.3) $ (0.3) $ (1.8) $ (2.2) Maintenance Capex (0.1) (0.1) (0.1) (0.2) (0.2) (0.2) (0.2) Less: Total Capex $ (1.2) $ (0.9) $ (3.4) $ (4.1) $ (0.8) $ (0.4) $ (0.5) $ (2.0) $ (2.4) Adj. EBITDA Less Capex $ (1.0) $ 1.8 $ 1.9 $ 1.6 $ 7.3 $ 10.3 $ 12.3 $ 13.0 $ 15.1 1) Source: Dagny Management-provided internal company financials 2) Source: Dagny Management-provided forecast PIPER SANDLER | 12 3) Adjustments include IP litigation expense, employee severance costs, non-cash bonuses, stock-based compensation expense and other expenses

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Balance Sheet as of December 31, 2023 (Dollars in millions) Assets Liabilities And Shareholders' Equity Cash And Equivalents $ 2.7 Accounts Payable $ 1.5 Accrued Expenses 0.9 (2) Accounts Receivable $ 3.0 Income Taxes Payable 0.6 (3) Less: Accounts Receivable Sold to Vast Bank (0.3) Current Portion of Operating Lease Liability 0.1 Accounts Receivable, Net $ 2.7 Current Portion of Vernal Facility Leaseback 0.1 Current Portion of Long Term Debt 0.6 Total Current Liabilities $ 3.8 Inventory $ 2.7 Income Tax Receivable 0.4 Prepaid Expenses 0.3 Long Term Operating Lease Liability $ 0.3 Total Current Assets $ 8.8 Long Term Portion of Vernal Facility Leaseback 4.0 Long Term Deferred Liability (Utah State Grant) 0.7 Property & Equipment, Gross $ 23.2 Long Term Debt 1.6 Total Liabilities $ 10.4 Accumulated Depreciation (11.9) Property & Equipment, Net $ 11.2 Right of Use Assets 0.5 Other Assets 0.2 Shareholders' Equity 10.3 Total Assets $ 20.6 Total Liabilities And Equity $ 20.6 Tronco Note receivable balance is zero on balance sheet, as it is fully reserved 1) Source: Dagny Management-provided balance sheet (unaudited) for month ended December 31, 2023 2) Includes international accounts receivable accruals PIPER SANDLER | 13 3) Accounts receivables sold to Dagny’s lender, Vast Bank, as part of accounts receivable purchase program

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Capitalization as of December 31, 2023 (Dollars in millions) Cash and Equivalents Zero balance on balance (2) Tronco Note Receivable $ 6.70 sheet, as it is fully reserved Cash 2.67 Total Cash and Equivalents $ 9.37 Debt Vast Bank Term Loan, Net of Loan Discount $ 1.52 Vehicle Financing 0.01 Insurance Premium Financing 0.20 Equipment Financing - U.S. Bank 0.02 Equipment Financing - Mazak 0.50 Total Debt $ 2.25 Net Debt $ (7.13) 1) Source: Dagny Management-provided financial model and balance sheet (unaudited) information 2) Reflects Tronco Note balance, including accrued interest, as of December 31, 2023 per Dagny Management-provided information PIPER SANDLER | 14

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Price of Dagny Common Stock Since IPO May 22, 2023 Dagny issues press release announcing Piper Sandler’s engagement as Dagny’s financial advisor to evaluate strategic alternatives 1) Source: Capital IQ as of March 5, 2024; Dagny began trading on May 23, 2014 following the Company’s IPO PIPER SANDLER | 15

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION III. Galt Company Overview PIPER SANDLER | 16

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Historical and Projected Income Statement (Dollars in millions) (1) (1)(2) (2) Historical Prelim. Projected 2020 2021 2022 2023E 2024P 2025P Revenue $ 67.6 $ 77.4 $ 129.6 $ 152.2 $ 169.1 $ 191.3 Revenue Growth 14% 67% 17% 11% 13% Cost of Sales 19.7 23.7 33.0 35.7 41.8 48.9 Gross Profit $ 47.9 $ 53.7 $ 96.6 $ 116.5 $ 127.2 $ 142.3 Gross Margin 71% 69% 75% 77% 75% 74% SG&A 36.0 34.8 49.4 56.7 59.8 63.9 Corporate Costs 3.6 3.2 6.0 8.8 12.8 14.4 Adj. EBITDA $ 8.3 $ 15.7 $ 41.2 $ 51.0 $ 54.6 $ 64.0 EBITDA Margin 12% 20% 32% 34% 32% 33% D&A 26.7 21.7 19.7 20.1 24.3 31.7 Adj. EBIT $ (18.4) $ (6.0) $ 21.4 $ 30.9 $ 30.3 $ 32.2 Adj. EBITDA Less Capex Adj. EBITDA $ 8.3 $ 15.7 $ 41.2 $ 51.0 $ 54.6 $ 64.0 Less: Capex (6.3) (11.4) (24.1) (45.5) (34.5) (34.2) Adj. EBITDA Less Capex $ 2.0 $ 4.4 $ 17.1 $ 5.5 $ 20.1 $ 29.7 (3) Note: Total Positive (Negative) EBITDA Adjustments $ 0.9 $ 0.3 $ (3.8) $ 2.7 $ 3.2 $ 3.2 1) Source: Galt-provided internal company financials 2) Source: Galt-provided forecast modified by Dagny Management PIPER SANDLER | 17 3) Adjustments include stock option expense, monitoring fees, employee retention credit and other expenses

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Balance Sheet as of December 31, 2023 (Dollars in millions) Assets Liabilities And Shareholders' Equity Cash And Equivalents $ 6.3 Accounts Payable $ 7.8 Accounts Receivable, Net 29.6 Accrued Expenses and Other Current Liabilities 10.6 Inventory, Net 5.0 Current Portion of Operating Lease Liabilities 4.0 Total Current Liabilities $ 22.3 Prepaid Expense & Other Current Assets 4.6 Investments - Equity Securities 0.9 Total Current Assets $ 46.4 Operating Lease Liabilities, Less Current Portion $ 14.9 Deferred Tax Liabilities, Net 6.6 Property, Plant & Equipment, Net $ 65.8 Total Liabilities $ 43.8 Operating Lease Right-Of-Use Asset 18.8 Intangible Assets, Net 0.2 Deferred Financing Costs, Net 0.4 Deposits and Other Long-Term Assets 0.9 Shareholders' Equity 88.7 Total Assets $ 132.5 Total Liabilities And Equity $ 132.5 1) Source: Galt Management-provided balance sheet (unaudited) for month ended December 31, 2023 PIPER SANDLER | 18

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Capitalization as of December 31, 2023 (Dollars in millions) Net Debt Galt has zero debt outstanding as of Debt $ - December 31, 2023 Less: Cash and Equivalents (6.3) Net Debt $ (6.3) 1) Source: Galt Management-provided balance sheet (unaudited) PIPER SANDLER | 19

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Ownership Breakdown (Share counts in millions) Shares of Galt Common Stock Outstanding % of Total Hicks Equity Partners Entities 16.9 56.9% Fifth Partners 6.3 21.1% Management 4.1 13.8% Board 0.7 2.2% Other Shareholders 1.8 6.1% Total Shares Outstanding* 29.8 100.0% *Percentages do not sum due to rounding 1) Source: Galt-provided information; total shares of Galt Common Stock outstanding as of November 14, 2023 per Q3 2023 10-Q filing PIPER SANDLER | 20

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Price of Galt Common Stock Since Galt Began Trading 1) Source: Capital IQ as of March 5, 2024; Galt began trading on June 21, 2023 following completion of reverse merger with ROC Energy Acquisition Corp. PIPER SANDLER | 21

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION IV. Dagny Valuation Analysis PIPER SANDLER | 22

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For Reference Dagny Valuation Summary Only Precedent Discounted 52 Week Comparable Public Companies (2) Transactions Cash Flow Hi-Lo (1) EBITDA Free Cash Flow EBITDA Consolidated 52 Week (Implied Share Price) $2.50 $2.25 $2.14 $2.00 07/21/23 $1.80 $1.75 $1.66 $1.62 $1.50 $1.52 $1.29 Dagny At Offer (3) $1.25 (Max Cash): $1.24 $0.99 $1.07 $1.07 $1.02 $0.96 $1.06 $1.00 $0.95 Dagny At Offer $1.01 $0.93 (4) $0.91 $0.88 (Max Stock): $0.99 $0.75 $0.66 $0.61 $0.62 Dagny Market Spot $0.50 Price: 11/13/23 $0.72 $0.25 $0.00 (5) (6) LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P Last Hist. Next Proj. @ 1/1/24 (7) Dagny Metric ($M) $6.7 $5.7 $8.1 $2.9 $1.6 $7.3 $5.7 $8.1 Maximum 5.6x 7.0x 6.4x 20.9x 15.8x 8.9x 7.8x 5.5x WACC / EM 75th Percentile 4.9x 5.0x 4.7x 8.8x 9.2x 7.8x 5.3x 4.5x H: 19.1% / 5.0x L: 23.1% / 3.0x Average 4.1x 4.2x 4.1x 8.2x 8.7x 6.4x 4.5x 3.4x Median 4.0x 3.9x 4.2x 7.4x 7.6x 6.2x 4.0x 3.2x 25th Percentile 3.5x 3.5x 3.3x 5.4x 6.5x 4.9x 3.8x 2.3x Minimum 1.6x 1.7x 1.6x 3.9x 5.7x 4.3x 2.1x 1.8x Dagny At Market 2.4x 2.8x 2.0x 5.5x 9.8x 2.2x 2.8x 2.0x Maximum (3) Dagny At Offer 3.7x 4.3x 3.0x 8.5x 15.1x 3.4x 4.3x 3.0x th 75 Percentile 1) Free cash flow defined as adj. EBITDA less capex 2) Analysis does not account for any potential future payments from the Stabil Drill IP litigation Avg./Median (Labeled) 3) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration v. Stock Consideration are exchanged for cash (i.e. maximum Cash Consideration is received) 4) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration v. Stock Consideration are exchanged for stock (i.e. maximum Stock Consideration is received) th 25 Percentile 5) Most recent historical or expected EBITDA metric disclosed for deal; 2023E used for Dagny metric 6) Next full-year projected EBITDA disclosed for deal; 2024P used for Dagny metric Minimum 7) Source: Dagny Management-provided internal company financials and Dagny Management-provided forecast; LTM Q3’23 capex per public filings Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 23

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For Reference Dagny Valuation Summary (Cont’d) Only Precedent Discounted 52 Week (1) Comparable Public Companies (1) (2)(3) (1) Transactions Cash Flow Hi-Lo (4) EBITDA Free Cash Flow EBITDA Consolidated 52 Week (Implied Exchange Ratio) 0.800 0.700 07/21/23 0.600 0.581 0.535 0.500 0.524 0.415 0.400 0.374 Offer 0.401 0.346 0.345 Exchange Ratio: 0.328 0.341 0.308 0.313 0.310 0.300 0.327 0.301 0.293 0.284 Market (5) Exchange Ratio: 0.213 0.231 0.200 0.195 0.200 11/13/23 0.163 0.100 0.000 (6) (7) LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P Last Hist. Next Proj. @ 1/1/24 Closing (8) Dagny Metric ($M) $6.7 $5.7 $8.1 $2.9 $1.6 $7.3 $5.7 $8.1 Dagny WACC / EM Maximum 5.6x 7.0x 6.4x 20.9x 15.8x 8.9x 7.8x 5.5x H: 19.1% / 5.0x 75th Percentile 4.9x 5.0x 4.7x 8.8x 9.2x 7.8x 5.3x 4.5x L: 23.1% / 3.0x Average 4.1x 4.2x 4.1x 8.2x 8.7x 6.4x 4.5x 3.4x Galt Median 4.0x 3.9x 4.2x 7.4x 7.6x 6.2x 4.0x 3.2x WACC / EM H: 14.2% / 5.0x 25th Percentile 3.5x 3.5x 3.3x 5.4x 6.5x 4.9x 3.8x 2.3x L: 18.2% / 3.0x Minimum 1.6x 1.7x 1.6x 3.9x 5.7x 4.3x 2.1x 1.8x Dagny At Market 2.4x 2.8x 2.0x 5.5x 9.8x 2.2x 2.8x 2.0x Maximum (9) Dagny At Offer 3.7x 4.3x 3.0x 8.5x 15.1x 3.4x 4.3x 3.0x th 75 Percentile 1) Implied exchange ratio calculated using current market spot price per share of Galt Common Stock of 6) Most recent historical or expected EBITDA metric disclosed for deal; 2023E used for Dagny metric $3.10 as of March 5, 2024 7) Next full-year projected EBITDA disclosed for deal; 2024P used for Dagny metric Avg./Median (Labeled) 2) High implied exchange ratio calculated using highest DCF implied per share price for Dagny and lowest 8) Source: Dagny Management-provided internal company financials and Dagny Management-provided th DCF implied per share price for Galt; low implied exchange ratio calculated using lowest DCF implied forecast; LTM Q3’23 capex per public filings 25 Percentile per share price for Dagny and highest DCF implied per share price for Galt 9) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration v. Stock 3) Analysis does not account for any potential future payments from the Stabil Drill IP litigation Consideration are exchanged for cash (i.e. maximum Cash Consideration is received) Minimum 4) Free cash flow defined as adj. EBITDA less capex Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of 5) Spot price per share of Dagny Common Stock divided by spot price per share of Galt Common Stock Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 24

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Comparable Public Companies Analysis as of March 5, 2024 n Selected publicly-traded companies specializing in upstream equipment and services that (i) have a market capitalization less than $1 billion and (ii) (2) provide products or services used in land drilling and completion end markets Capitalization Enterprise Value To: (3) (5) Market Enterprise EBITDA Free Cash Flow 2023P Metrics (4) (5) (4) (5) ($ in millions except per share amounts) Equity Value Value LTM 2023P 2024P LTM 2023P 2024P EBITDA Revenue Cathedral Energy Services $ 16 4 $ 248 n/a 3.7x 2.8x n/a 7.8x 4.7x $ 67 $ 400 DMC Global 34 7 607 5.6x 5.4x 6.4x 6.4x 6.2x 8.9x 113 719 (6) Drilling Tools International ( Galt ) 92 86 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x 51 152 (7) Forum Energy Technologies 23 8 481 4.0x n/a 4.4x 4.3x n/a n/a n/a n/a Hunting 70 8 720 n/a 7.0x 5.6x n/a 9.0x 7.8x 104 929 (8) KLX Energy Services 12 9 364 n/a 2.6x 2.7x n/a n/a 4.9x 141 n/a NCS Multistage 39 54 3.4x 3.7x 4.5x 3.9x n/a n/a 15 147 Nine Energy Services 79 386 4.9x 6.1x 5.1x 8.9x 9.3x 7.6x 64 609 Oil States International 35 2 441 4.9x 4.9x 4.7x 7.5x 7.4x 8.2x 90 782 Phoenix Technology Services 33 7 356 3.8x 3.7x 3.4x 8.4x 7.4x 7.0x 98 497 Ranger Energy Services 26 3 259 3.1x 3.1x 3.3x 5.1x 5.7x n/a 82 637 Schoeller-Bleckmann 71 0 701 5.2x 4.5x 4.2x 7.3x 5.8x 5.4x 155 644 Solaris Oilfield Infrastructure 36 3 392 4.0x 4.1x 4.2x 20.9x 12.4x 4.9x 96 293 Minimum 1.6x 1.7x 1.6x 3.9x 5.7x 4.3x $ 15 $ 147 25th Percentile 3.5x 3.5x 3.3x 5.4x 6.5x 4.9x 66 346 Median 4.0x 3.9x 4.2x 7.4x 7.6x 6.2x 93 609 Average 4.1x 4.2x 4.1x 8.2x 8.7x 6.4x 90 528 75th Percentile 4.9x 5.0x 4.7x 8.8x 9.2x 7.8x 106 681 Maximum 5.6x 7.0x 6.4x 20.9x 15.8x 8.9x 155 929 (9) Dagny - At Market $ 23 $ 16 2.4x 2.8x 2.0x 5.5x 9.8x 2.2x $ 6 $ 21 (9)(10) Dagny - At Offer $ 32 $ 25 3.7x 4.3x 3.0x 8.5x 15.1x 3.4x $ 6 $ 21 Implied per Share Price of Dagny Common Stock Minimum $ 0.56 $ 0.52 $ 0.62 $ 0.57 $ 0.51 $ 1.19 25th Percentile 0.96 0.84 1.06 0.71 0.55 1.33 Median 1.06 0.91 1.29 0.88 0.61 1.62 Average 1.07 0.96 1.24 0.95 0.66 1.66 75th Percentile 1.25 1.10 1.41 1.01 0.69 1.98 Maximum 1.39 1.45 1.83 2.10 1.02 2.22 At Offer (Cash Consideration) $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 (11) Implied Exchange Ratio Minimum 0.179 0.168 0.199 0.185 0.164 0.383 25th Percentile 0.308 0.272 0.341 0.229 0.178 0.428 Median 0.341 0.293 0.415 0.284 0.195 0.524 Average 0.345 0.310 0.401 0.308 0.213 0.535 75th Percentile 0.404 0.356 0.455 0.326 0.222 0.637 Maximum 0.447 0.467 0.590 0.676 0.329 0.717 At Offer (Exchange Ratio) 0.313 0.313 0.313 0.313 0.313 0.313 1) Source: Dagny Management-provided information, public company filings and 6) Galt metrics per Galt-provided internal company financials and Galt-provided v. Stock Consideration are exchanged for cash (i.e. maximum cash consideration is Capital IQ as of March 5, 2024 forecast modified by Dagny Management; Galt LTM capex per company filings received) 2) Does not include companies which trade OTC 7) Pro forma for acquisition of Variperm, completed January 5, 2024 11) Implied exchange ratio equals the implied price of Dagny Common Stock divided PIPER SANDLER | 25 3) Free cash flow defined as adj. EBITDA less capex 8) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 by the spot price of Galt Common Stock as of March 5, 2024 4) LTM as of September 30, 2023 9) Dagny metrics per Dagny Management-provided internal company financials and Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as 5) 2023P includes actual results for companies that have reported year-end 2023 Dagny Management-provided forecast; LTM Q3’23 capex per public filings ordinary shares of Dagny Common Stock outstanding and receive the same consideration results by March 5, 2024 10) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration election as ordinary shares

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Selected Precedent Transactions Analysis (Dollars in millions) n Includes select transactions of drilling and completion products and service companies with a transaction value of less than $1.0 billion since 2021 Ratio Of Transaction Value To: Announced Transaction Last Recorded First Full-Year Year Acquiror Target Value Historical EBITDA Projected EBITDA (2) (3) 2023 Forum Energy Technologies Variperm Energy Services $ 194 3.7x n/a (4) (4)(5) (4) (6) 2023 Element Technical Services Essential Energy Services 53 5.2x 4.0x (7) (8) 2023 Dril-Quip Great North Wellhead 103 4.1x n/a (9) (10) (10) 2023 Patterson-UTI Ulterra Drilling Technologies 800 5.4x 4.7x (11) (11) 2023 Stratim Cloud Acquisition Corp. Force Pressure Control 240 3.9x 2.9x (12) (13) 2023 KLX Energy Services Greene's Energy Group 30 2.1x 1.8x (14) (15) (15) 2023 ROC Energy Acquisition Corp. Drilling Tools International 319 7.8x 5.5x (16) (17) 2022 ProFrac REV Energy Services 160 n/a 1.8x (18) 2022 ProPetro Silvertip 150 n/a 2.1x (19) 2022 Profrac U.S. Well Services 401 nmf 3.0x (20) 2021 Liberty Energy PropX 90 n/a 4.7x (21) (21) 2021 NexTier Oilfield Solutions Alamo Pressure Pumping 268 3.9x 3.4x Minimum $ 30 2.1x 1.8x 25th Percentile 100 3.8x 2.3x Median 177 4.0x 3.2x Average 234 4.5x 3.4x 75th Percentile 281 5.3x 4.5x 1) Source: Company filings, press releases and investor presentations and Capital IQ Maximum 800 7.8x 5.5x 2) Calculated using FET share price as of day prior to announcement (November 2, 2023) (22)(23) Dagny - At Offer $ 25 4.3x 3.0x 3) Based on TTM September 30, 2023 EBITDA 4) Transaction value and EBITDA converted to USD at 0.7393 USD/CAD (24) Implied per Share Price of Dagny Common Stock / Implied Exchange Ratio 5) Based on TTM June 30, 2023 EBITDA; EBITDA adjusted to align with GAAP lease accounting Minimum $0.59 / 0.189 $0.67 / 0.216 6) Based on 2023P EBITDA consensus estimate as of transaction announcement 25th Percentile $0.90 / 0.289 $0.81 / 0.261 7) Includes $23 million earnout contingent on 2024-2025 results Median $0.93 / 0.301 $1.01 / 0.327 8) EBITDA per press release; assumed to be historical EBITDA 9) Calculated using PTEN share price as of day prior to announcement (July 3, Average $1.02 / 0.328 $1.07 / 0.346 2023) 10) Historical EBITDA reflects unadjusted 2022 EBITDA per PTEN / NEX S-4. 75th Percentile $1.15 / 0.372 $1.36 / 0.438 Projected EBITDA reflects midpoint of 2023P EBITDA range of $160 - Maximum $1.59 / 0.514 $1.60 / 0.517 $180 million 11) Historical based on 2022E EBITDA; Projected based on 2023P EBITDA At Offer (Cash Consideration / Exchange Ratio) $1.00 / 0.313 $1.00 / 0.313 12) Historical based on 2022 EBITDA 13) Projected based on midpoint of $16 - 18 million 2023P EBITDA; excludes expected synergies 21) Historical based on 2020 EBITDA; Projected based on 2022P ( Achieved EBITDA for earn-out trigger point) 14) Transaction value per press release at announcement 22) Dagny historical and projected EBITDA are 2023E and 2024P, respectively 15) Historical based on 2022E EBITDA; Projected based on 2023E 23) Assumes all Dagny shares eligible to select Cash Consideration v. Stock Consideration are exchanged for cash (i.e., maximum 16) Reflects transaction price of $140 million plus earnout of $20 million Cash Consideration is received) 17) Based on 2023P EBITDA of $90 million ( Achieved EBITDA for earn-out trigger) 24) Implied exchange ratio equals the implied price of Dagny Common Stock divided by the spot price of Galt Common Stock as 18) Reflects midpoint of $65 - 75 million 2023P EBITDA of March 5, 2024 19) 2023E base case projections per S-4. $90 million is added to $401 million transaction value for multiple to account for capex Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock required to meet EBITDA projection outstanding and receive the same consideration election as ordinary shares 20) 2021E multiple per earnings call transcript PIPER SANDLER | 26

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Consolidated DCF Analysis (Dollars in millions) FY Terminal 2024P 2025P 2026P 2027P 2028P Value Revenue $ 25.8 $ 32.0 $ 36.1 $ 40.2 $ 44.5 Cost of Sales 9.8 12.0 13.3 14.6 15.7 Gross Profit $ 16.0 $ 20.0 $ 22.8 $ 25.6 $ 28.7 SG&A Expense 9.7 10.6 11.2 11.9 12.6 Plus: EBITDA Adjustments 1.8 1.3 1.3 1.3 1.3 Adj. EBITDA $ 8.1 $ 10.7 $ 12.9 $ 15.1 $ 17.5 $ 17.5 Adj. EBITDA Margin 31% 33% 36% 37% 39% D&A Expense 1.3 1.4 1.5 1.6 1.7 Adj. EBIT $ 6.7 $ 9.3 $ 11.4 $ 13.5 $ 15.8 (2) Less: Unlevered Taxes (1.4) (2.0) (2.4) (2.8) (3.3) Less: Capital Expenditures (0.8) (0.4) (0.5) (2.0) (2.4) Less: (Increase) / Decrease in NWC (2.6) (2.2) (1.4) (1.4) (1.5) Plus: D&A Expense 1.3 1.4 1.5 1.6 1.7 Unlevered Free Cash Flow $ 3.2 $ 6.2 $ 8.6 $ 8.8 $ 10.3 Terminal Value (4.0x Exit Multiple) $ 69.9 WACC 21.1% NPV of Operating Free Cash Flows at January 1, 2024 $ 48.6 (3) Plus: NOL Carryforward Valuation 2.5 Total NPV $ 51.1 Less: Net Debt 7.1 Implied Equity Value $ 58.2 (4)(5) Fully Diluted Shares Outstanding 32.2 Implied Share Price $ 1.81 1) Source: Dagny Management-provided forecast. Assumes NPV as of January 1, 2024. Uses mid-period convention to discount all cash flows except terminal value 2) Assumes a cash tax rate of 21% 3) Source: Company 10-K as of December 31, 2022. Piper Sandler has not separately valued the NOL and has relied upon the 10-K valuation 4) The number of fully diluted shares of Dagny Common Stock includes 1.8M unvested RSUs that will vest upon change of control; per Dagny Management-provided information as of March 5, 2024 5) Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock options to be settled in cash at close, (2) stock options Dagny and Galt have mutually agreed to permit to roll over to Galt options and (3) out-of-the-money options not rolling over to Galt that will be canceled at close Note: Analysis does not account for any potential future payments from the Stabil Drill IP litigation Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 27

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Dagny Consolidated DCF Sensitivities (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities around discount rates and terminal multiples for Dagny Dagny Implied Enterprise Value Dagny Implied Equity Value Exit WACC Exit WACC Multiple 19.1% 20.1% 21.1% 22.1% 23.1% Multiple 19.1% 20.1% 21.1% 22.1% 23.1% 3.0x $47 $46 $44 $43 $42 3.0x $54 $53 $52 $50 $49 3.5x 51 49 48 46 45 3.5x 58 56 55 53 52 4.0x 54 53 51 50 48 4.0x 62 60 58 57 55 4.5x 58 56 54 53 51 4.5x 65 63 62 60 58 5.0x 62 60 58 56 54 5.0x 69 67 65 63 61 Implied Price per Share of Dagny Common Stock Exit WACC Multiple 19.1% 20.1% 21.1% 22.1% 23.1% 3.0x $1.68 $1.64 $1.60 $1.56 $1.52 3.5x 1.80 1.75 1.70 1.66 1.62 4.0x 1.91 1.86 1.81 1.76 1.71 4.5x 2.02 1.97 1.91 1.86 1.81 5.0x 2.14 2.08 2.02 1.96 1.91 Note: Analysis does not account for any potential future payments from the Stabil Drill IP litigation Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same PIPER SANDLER | 28 consideration election as ordinary shares

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Dagny Attainment of Projections Sensitivity Analysis (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities of forecast variance at different discount rates and (1) terminal multiples for Dagny Implied Price per Share of Dagny Common Stock Implied Price per Share of Dagny Common Stock Forecast WACC (@4.0x Exit Multiple) Forecast Exit Multiple (@21.1% WACC) (1) (1) Variance 19.1% 20.1% 21.1% 22.1% 23.1% Variance 3.0x 3.5x 4.0x 4.5x 5.0x (20.0%) $1.59 $1.55 $1.51 $1.47 $1.43 (20.0%) $1.34 $1.42 $1.51 $1.59 $1.67 (10.0%) 1.75 1.70 1.66 1.61 1.57 (10.0%) 1.47 1.56 1.66 1.75 1.85 0.0% 1.91 1.86 1.81 1.76 1.71 0.0% 1.60 1.70 1.81 1.91 2.02 10.0% 2.07 2.01 1.96 1.91 1.86 10.0% 1.73 1.84 1.96 2.07 2.19 20.0% 2.23 2.17 2.11 2.05 2.00 20.0% 1.86 1.98 2.11 2.24 2.36 (2) (2) Low Implied Exchange Ratio 0.153 Low Implied Exchange Ratio 0.143 (3) (3) High Implied Exchange Ratio 0.391 High Implied Exchange Ratio 0.413 1) Forecast variance reflects percent change applied to forecasted unlevered free cash flow for each year of the projection period and to terminal year EBITDA 2) High implied exchange ratio calculated using highest DCF implied per share price for Dagny and lowest DCF implied per share price for Galt 3) Low implied exchange ratio calculated using lowest DCF implied per share price for Dagny and highest DCF implied per share price for Galt Note: Analysis does not account for any potential future payments from the Stabil Drill IP litigation Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 29

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION V. Galt Valuation Analysis PIPER SANDLER | 30

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Indicative Valuation Summary Discounted Comparable Public Companies Cash Flow (1) EBITDA Free Cash Flow Consolidated (Implied Share Price) $18.00 $16.00 $14.00 $12.00 $10.00 $9.36 $8.09 $8.02 $7.78 $8.00 $8.04 $7.45 $7.20 $6.00 $5.71 $4.92 $4.67 $4.00 Galt Market Spot Price: $2.81 $3.10 $2.54 $2.00 $1.65 $1.57 $0.00 LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P @ 1/1/24 (2) Galt Metric ($M) $53.9 $51.0 $54.6 $9.6 $5.5 $20.1 WACC / EM H: 14.2% / 5.0x Maximum 5.6x 7.0x 6.4x 20.9x 12.4x 8.9x L: 18.2% / 3.0x 75th Percentile 4.9x 5.1x 4.8x 8.4x 9.0x 7.8x Average 4.3x 4.4x 4.3x 8.1x 7.9x 6.6x Median 4.0x 4.1x 4.3x 7.3x 7.4x 7.0x 25th Percentile 3.8x 3.7x 3.3x 5.1x 6.2x 4.9x Minimum 3.1x 2.6x 2.7x 3.9x 5.7x 4.7x Galt At Market 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x Maximum th 75 Percentile Avg./Median (Labeled) th 25 Percentile Minimum 1) Free cash flow defined as adj. EBITDA less capex 2) Source: Galt-provided internal company financials and Galt-provided forecast modified by Dagny Management; LTM Q3’23 capex per public filings PIPER SANDLER | 31 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Indicative Valuation Summary (Cont’d) Discounted (1) Comparable Public Companies (2) Cash Flow (3) EBITDA Free Cash Flow Consolidated (Implied Exchange Ratio) 0.700 0.600 0.500 0.457 0.434 0.400 0.374 Offer Exchange Ratio: 0.300 0.313 0.282 0.256 Market (4) Exchange Ratio: 0.200 0.231 0.154 0.163 0.146 0.096 0.100 0.089 0.100 0.092 0.089 0.089 0.000 LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P @ 1/1/24 (5) Galt Metric ($M) $53.9 $51.0 $54.6 $9.6 $5.5 $20.1 Galt WACC / EM Maximum 5.6x 7.0x 6.4x 20.9x 12.4x 8.9x H: 14.2% / 5.0x 75th Percentile 4.9x 5.1x 4.8x 8.4x 9.0x 7.8x L: 18.2% / 3.0x Average 4.3x 4.4x 4.3x 8.1x 7.9x 6.6x Dagny Median 4.0x 4.1x 4.3x 7.3x 7.4x 7.0x WACC / EM H: 19.1% / 5.0x 25th Percentile 3.8x 3.7x 3.3x 5.1x 6.2x 4.9x L: 23.1% / 3.0x Minimum 3.1x 2.6x 2.7x 3.9x 5.7x 4.7x Galt At Market 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x Maximum 1) Implied exchange ratio calculated using current market spot price per share of Dagny Common Stock of $0.72 as of March 5, 2024 th 75 Percentile 2) High implied exchange ratio calculated using highest DCF implied per share price for Dagny and lowest DCF implied per share price for Galt; low implied exchange ratio calculated using lowest DCF implied per share price for Dagny and highest DCF implied per share price for Galt Avg./Median (Labeled) 3) Free cash flow defined as adj. EBITDA less capex 4) Spot price per share of Dagny Common Stock divided by spot price per share of Galt Common Stock th 25 Percentile 5) Source: Galt-provided internal company financials and Galt-provided forecast modified by Dagny Management; LTM Q3’23 capex per public filings Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as Minimum ordinary shares PIPER SANDLER | 32

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Comparable Public Companies Analysis as of March 5, 2024 (Dollar and share amounts in millions, except per share amounts) n Selected publicly-traded companies specializing in upstream equipment and services that (i) have a market capitalization less than $1 billion (2) and (ii) provide products or services used in land drilling and completion end markets Capitalization Enterprise Value To: (3) (5) Market Enterprise EBITDA Free Cash Flow 2023P Metrics (4) (5) (4) (5) Equity Value Value LTM 2023P 2024P LTM 2023P 2024P EBITDA Revenue Cathedral Energy Services $ 16 4 $ 248 n/a 3.7x 2.8x n/a 7.8x 4.7x $ 67 $ 400 DMC Global 34 7 607 5.6x 5.4x 6.4x 6.4x 6.2x 8.9x 113 719 (6) Forum Energy Technologies 23 8 481 4.0x n/a 4.4x 4.3x n/a n/a n/a n/a Hunting 70 8 720 n/a 7.0x 5.6x n/a 9.0x 7.8x 104 929 (7) KLX Energy Services 12 9 364 n/a 2.6x 2.7x n/a n/a 4.9x 141 n/a NCS Multistage 39 54 3.4x 3.7x 4.5x 3.9x n/a n/a 15 147 Nine Energy Services 79 386 4.9x 6.1x 5.1x 8.9x 9.3x 7.6x 64 609 Oil States International 35 2 441 4.9x 4.9x 4.7x 7.5x 7.4x 8.2x 90 782 Phoenix Technology Services 33 7 356 3.8x 3.7x 3.4x 8.4x 7.4x 7.0x 98 497 Ranger Energy Services 26 3 259 3.1x 3.1x 3.3x 5.1x 5.7x n/a 82 637 Schoeller-Bleckmann 71 0 701 5.2x 4.5x 4.2x 7.3x 5.8x 5.4x 155 644 Solaris Oilfield Infrastructure 36 3 392 4.0x 4.1x 4.2x 20.9x 12.4x 4.9x 96 293 Minimum 3.1x 2.6x 2.7x 3.9x 5.7x 4.7x $ 15 $ 147 25th Percentile 3.8x 3.7x 3.3x 5.1x 6.2x 4.9x 75 424 Median 4.0x 4.1x 4.3x 7.3x 7.4x 7.0x 96 623 Average 4.3x 4.4x 4.3x 8.1x 7.9x 6.6x 93 566 75th Percentile 4.9x 5.1x 4.8x 8.4x 9.0x 7.8x 108 700 Maximum 5.6x 7.0x 6.4x 20.9x 12.4x 8.9x 155 929 (8) Galt $ 92 $ 86 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x $ 51 $ 152 Implied per Share Price of Galt Common Stock Minimum $ 5.80 $ 4.64 $ 5.12 $ 1.47 $ 1.25 $ 3.36 25th Percentile 6.99 6.48 6.33 1.85 1.35 3.52 Median 7.45 7.20 8.09 2.54 1.57 4.92 Average 8.02 7.78 8.04 2.81 1.65 4.67 75th Percentile 9.10 8.97 9.04 2.91 1.85 5.49 Maximum 10.25 12.11 11.92 6.92 2.49 6.19 Spot Price per Share of Galt Common Stock (03/05/24) $ 3.10 $ 3.10 $ 3.10 $ 3.10 $ 3.10 $ 3.10 1) Source: Galt-provided information, public company filings and Capital IQ as of March 5, 2024 7) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 2) Does not include companies which trade OTC 8) Galt metrics per Galt-provided internal company financials and Galt-provided forecast modified by Dagny 3) Free cash flow defined as adj. EBITDA less capex Management; Galt LTM Q3’23 capex per Galt filings 4) LTM as of September 30, 2023 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny 5) 2023P includes actual results for companies that have reported year-end 2023 results by March 5, 2024 Common Stock outstanding and receive the same consideration election as ordinary shares 6) Pro forma for acquisition of Variperm, completed January 5, 2024 PIPER SANDLER | 33

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Consolidated DCF Analysis (Dollars in millions) FY Terminal 2024P 2025P Value Revenue $ 169.1 $ 191.3 Cost of Sales 41.8 48.9 Gross Profit $ 127.2 $ 142.3 SG&A Expense & Corporate Costs 72.6 78.4 Adj. EBITDA $ 54.6 $ 64.0 $ 64.0 Adj. EBITDA Margin 32% 33% D&A Expense 24.3 31.7 Adj. EBIT $ 30.3 $ 32.2 (2) Less: Unlevered Taxes (6.4) (6.8) Less: Capital Expenditures (34.5) (34.2) Less: (Increase) / Decrease in NWC (2.1) (2.0) Plus: D&A Expense 24.3 31.7 Unlevered Free Cash Flow $ 11.6 $ 21.0 Terminal Value (4.0x Exit Multiple) $ 255.4 WACC 16.2% NPV at January 1, 2024 $ 216.8 Less: Net Debt 6.3 Implied Equity Value $ 223.1 (3) Fully Diluted Shares Outstanding 29.8 Implied Share Price $ 7.48 1) Source: Galt-provided forecast modified by Dagny Management. Assumes NPV as of January 1, 2024. Uses mid-period convention to discount all cash flows except terminal value 2) Assumes a cash tax rate of 21% PIPER SANDLER | 34 3) Fully diluted shares of Galt Common Stock includes dilution from outstanding stock options using treasury stock method; based on Galt-provided stock options listing as of February 19, 2024 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Consolidated DCF Sensitivities (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities around discount rates and terminal multiples for Galt Galt Implied Enterprise Value Galt Implied Equity Value Exit WACC Exit WACC Multiple 14.2% 15.2% 16.2% 17.2% 18.2% Multiple 14.2% 15.2% 16.2% 17.2% 18.2% 3.0x $175 $172 $169 $167 $164 3.0x $181 $178 $176 $173 $170 3.5x 199 196 193 190 187 3.5x 206 203 199 196 193 4.0x 224 220 217 213 210 4.0x 230 227 223 220 216 4.5x 249 244 240 237 233 4.5x 255 251 247 243 239 5.0x 273 269 264 260 256 5.0x 279 275 270 266 262 Implied Price per Share of Galt Common Stock Exit WACC Multiple 14.2% 15.2% 16.2% 17.2% 18.2% 3.0x $6.08 $5.98 $5.89 $5.80 $5.71 3.5x 6.90 6.79 6.68 6.58 6.48 4.0x 7.72 7.60 7.48 7.36 7.25 4.5x 8.54 8.41 8.27 8.14 8.01 5.0x 9.36 9.21 9.07 8.92 8.78 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 35

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION VI. Appendix - Additional Reference Information PIPER SANDLER | 36

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Illustrative Pro Forma Summary Income Statement Analysis – 2024P (Dollars in millions) 2024P ® n Adjusted to remove Drill-N-Ream wellbore (2) (3) Galt Dagny Adj. Pro Forma conditioning tool (“DNR”) revenue in 2024P (4) Revenue $ 169.1 $ 25.8 $ (10.9) $ 184.0 (Dagny) and COGS (Galt), and for estimated (4) Cost of Sales 41.8 9.8 (10.9) 40.8 depreciation expense associated with DNR Gross Profit $ 127.2 $ 16.0 $ - $ 143.2 Capex (Galt) Gross Margin 75% 62% 78% (5) SG&A Expense 72.6 7.9 (3.0) 77.5 n Analysis includes $3 million of estimated Adj. EBITDA $ 54.6 $ 8.1 $ 3.0 $ 65.7 cost synergies attributable to consolidation Adj. EBITDA Margin 32% 31% 36% of public company costs based on Contribution (Excl. Synergies) 87% 13% 100% (6) discussions with Galt Management D&A Expense 24.3 1.3 (2.8) 22.9 Interest Expense, Net 0.2 0.6 1.4 2.2 (7) n Assumes maximum 15,480,000 shares of Other & EBITDA Adjustments 3.2 1.5 4.6 Dagny Common Stock are exchanged for EBT $ 26.9 $ 4.7 $ 36.0 EBT Margin 16% 18% 20% shares of Galt Common Stock with the (8) remaining shares of Dagny Common Shock Income Tax 5.6 1.0 7.6 Non-GAAP Net Income $ 21.2 $ 3.7 $ 28.4 electing to receive the Cash Consideration (9) Non-GAAP Diluted Earnings per Share $ 0.71 $ 0.82 n Assumes Cash Consideration financed at $ Accretion / (Dilution) to Galt 0.11 ~8% interest rate, approximately equal to % Accretion / (Dilution) to Galt 15% current interest rate on Galt’s revolving (9) Fully Diluted Shares Outstanding 29.8 4.8 34.7 credit facility 1) Source: Publicly available information and information provided by Dagny Management and Galt Management, as appropriate; analysis does not consider analysis of allocation of purchase price to assets and liabilities 2) Galt financials per Galt-provided forecast modified by Dagny Management 3) Dagny financials per Dagny Management-provided financial model 4) Adjusted to exclude Dagny NAM revenue attributable to Galt; assumes Galt COGS reduced by projected Dagny NAM revenue post transaction 5) Includes EBITDA adjustments to stock option expense and monitoring fees for Galt and IP litigation expenses, non-cash bonuses and stock-based compensation for Dagny 6) Adjusted to exclude D&A expense associated with 2024 DNR capex spend by Galt. Assumes D&A equal to 2024P capex 7) Includes other expenses (income) and items that were excluded from adjusted EBITDA per each of Dagny's and Galt's financial model; for Galt, this includes monitoring fees and stock option expense; for Dagny, these include recovery of related party notes receivable, IP litigation expenses, non-cash bonuses and stock-based compensation 8) Tax rate assumed to be 21% 9) The number of shares of Galt Common Stock issued to Dagny Stockholders in the Transaction was calculated using the 0.313 exchange ratio Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the surviving entity due to nonrecurring nature Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 37

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Pro Forma Capitalization and Galt Credit Facility Covenants (Dollars in millions) Galt Dagny Pro Forma (2) Galt Dagny Trans. Adj. Trans. Adj. Combined Debt PNC Revolving Credit Facility $ - $ 16.7 $ 16.7 Total Revolving Credit Facility $ - $ 1 6.7 $ 16.7 Vast Bank Term Loan, Net $ 1.5 $ 1.5 Other Debt 0.7 0.7 Total Other Debt $ 2.2 $ 2.2 (3) Change of Control Liabilities 4.0 (4.0) - Galt Debt $ - $ 1 6.7 $ 16.7 Dagny Debt 2.2 2.2 Total Debt $ - $ 6.2 $ 16 .7 $ (4.0) $ 19.0 Cash Cash $ 6.3 $ 2.7 $ 9.0 Tronco Note 6.7 6.7 (4) Payment of Transaction Expenses at Close (4.0) (4.0) (8.0) Total Cash & Equivalents $ 6.3 $ 9.4 $ (4.0) $ (4.0) $ 7.7 Net Debt $ (6.3) $ (3.1) $ 11.3 Illustrative Galt PNC Revolving Credit Facility Covenant Analysis Liquidity (5) PNC Revolver Undrawn Availability $ 60.0 $ 43.3 Liquidity Maintain, at all times, Liquidity of not less than $6,000,000 Plus: Total Cash 6.3 2.7 9.0 (Sum of (a) Undrawn Availability and (b) Unrestricted Cash) Less: Restricted Cash - (0.2) (0.2) Total Liquidity $ 66.3 $ 52.1 Fix Charge Coverage Ratio (5) Fixed Charge Coverage Ratio 2024 EBITDA $ 54.6 $ 8.1 $ 62.7 (6) Fixed Charge Coverage Ratio, as of the last day of each fiscal Less: Unfinanced Capex (34.5) (0.8) (35.3) quarter during a Cash Dominion Period, to be greater than or equal (7) Less: Distributions & Dividends - - - to 1.10 to 1.00 (8) Less: Cash Taxes Paid (0.8) (6.4) 0. 3 (6.9) (Ratio of (Adjusted LTM EBITDA - Unfinanced CapEx - Total $ 19.3 $ 20.5 Distributions & Dividends - Cash Taxes Paid) / (LTM Debt (9) Est. Debt Payments 0.2 0.8 1. 4 2.4 Payments)) Fixed Charge Coverage Ratio 85.0x 8.4x (5) Leverage Ratio Leverage Ratio Funded Debt $ - $ 19.0 Leverage Ratio, as of the last day of each fiscal quarter during a Cash Dominion Period, to be less than or equal to 3.0 to 1.0 2024 EBITDA 54.6 8.1 62.7 (Ratio of (Funded Debt / LTM Adjusted EBITDA)) Leverage Ratio 0.0x 0.3x 1) Source: Publicly available information and information provided by Dagny Management and Galt Management; balance sheet (unaudited) data as of 6) Assuming all 2024P capex is unfinanced (paid for with cash or revolver) December 31, 2023; Dagny projected financials per Dagny Management-provided financial model; Galt projected financials per Galt-provided forecast 7) Assuming no 2024P dividends modified by Dagny Management 8) Assuming tax savings on acquisition debt at 21% of incremental interest 2) Assumes maximum 15,480,000 shares of Dagny Common Stock are converted into shares of Galt Common Stock with the remaining shares of Dagny 9) Assuming 2024P interest expense as proxy for cash interest; Dagny standalone interest expense excludes interest expense from Vernal Sale-Leaseback Common Shock electing to receive the Cash Consideration (i.e. Maximum Stock Consideration); assumes cash consideration is financed with PNC Obligation, interest expense related to Baker Hughes accounts receivable discount and fees from Vast Bank factoring program; Galt standalone interest Revolving Credit Facility expense includes revolver commitment fee; assuming 8.3% interest rate on incremental debt 3) Assumes $4M of estimated transaction costs and change of control payments paid by Dagny at the closing of the Transaction Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the 4) Assumes $4M of estimated transaction costs and change of control payments paid by Galt at the closing of the Transaction same consideration election as ordinary shares 5) Covenant definitions per Galt Amended and Restated Revolving Credit, Security and Guaranty Agreement dated June 20, 2023 PIPER SANDLER | 38

CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For information on Piper Sandler locations, visit PiperSandler.com ® Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership . Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Ltd., authorized and regulated by the Securities and Futures Commission Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates. ©2024. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036 PIPER SANDLER | 39

CONFIDENTIAL / DRAFT Exhibit (c)(7) Project Spider Transaction Terms Update January 2024 Presentation contains confidential information / Internal Use Only

CONFIDENTIAL / DRAFT Project Spider Energy Capital Solutions, LLC 2651 N. Harwood, Suite 410 Dallas, TX 75201 214-219-8200 p 214-219-8206 f Russell Weinberg Scott Trulock James Avondet Powers Ramsey 214-219-8201 214-219-8204 214-219-8210 214-219-8208 rweinberg@nrgcap.com strulock@nrgcap.com javondet@nrgcap.com pramsey@nrgcap.com 2

CONFIDENTIAL / DRAFT Project Spider Transaction Terms – Updated Transaction Framework Based on recent discussions on limiting pro-forma SDPI shareholder ownership in DTI, ECS analyzed the following framework: • Tronco Note Receivable due is currently $6,675,000. Adjusting the collateral requirement to 6,675,000 shares of SDPI would release 1,592,860 SDPI shares to the Meiers. All of the new Tronco collateral is exchanged for DTI shares (pro forma, 2,119,048 DTI shares held in collateral). • To keep SDPI ownership of DTI limited to 14% post-transaction, a maximum of 4,846,046 shares could be issued by DTI (“DTI Share Limit”). At an exchange ratio of 0.317, this is 15,265,046 of the SDPI shares, or approximately 50.2% of the SDPI shares. • To keep $1/sh for SDPI, total consideration paid is $30,397,920. Cash consideration would be $15,132,874, at a minimum, to limit pro forma SDPI shareholder ownership to 14%. • Proposed consideration for SDPI shareholders would then be: • Each SDPI shareholder could continue to receive their choice of $1/sh or DTI shares at a fixed exchange ratio, up to the limit of 4,846,046 shares of DTI. The Meiers would sign an agreement to take their consideration in shares, up to the DTI Share Limit. • To extinguish the Tronco Note Receivable, no less than annually, one-fifth of the current outstanding balance of the Note would be due so long as the 20-Day VWAP value of the DTI shares is above the equivalent of $1 / transaction exchange ratio. If the 20-Day VWAP is below this mark, the note balance due shall be apportioned pro rata to the balance to be tested in each of the remaining years. 3

CONFIDENTIAL / DRAFT Project Spider Transaction Terms – Exchange Scenarios All Non-Meier Shareholders Want Cash: Deal Cash $ 17,996,889 Exchange Ratio 0.317 Increases deal cash to $18 Per Share million, requires Meiers to take SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2 ,115,975 $ - 0.317 all equity and own 11.7% of Meier Remaining Shares 5,726,031 $ - 5,726,031 1,815,152 $ - 0.317 All other Shares 17,996,889 $ 17,996,889 - - $ 1.00 - DTI, pro-forma. Total 30,397,920 $ 17,996,889 12,401,031 3 ,931,127 $ 0.59 0.129 11.7% Pro Forma DTI ownership 11.7% Pro Forma DTI ownership by Meiers Most Non-Meier Shareholders Want Cash, Some Exchange: Deal Cash $ 15,110,708 Exchange Ratio 0.317 Requires Meiers to take all Per Share equity. Enough other SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2 ,115,975 $ - 0.317 shareholders exchange to Meier Remaining Shares 5,726,031 $ - 5,726,031 1,815,152 $ - 0.317 All other Shares 17,996,889 $ 15,110,708 2,886,181 914,919 $ 0.84 0.051 reach 14% ownership of DTI, Total 30,397,920 $ 15,110,708 15,287,212 4,846,046 $ 0.50 0.159 pro-forma. 14.0% Pro Forma DTI ownership 11.4% Pro Forma DTI ownership by Meiers All Non-Meier Shareholders Want Equity: Deal Cash $ 15,110,708 Enough shareholders exchange Exchange Ratio 0.317 Per Share to max out at 14% ownership of SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2,115,975 $ - 0.317 DTI, pro forma. Requires Meier Remaining Shares 5,726,031 $ 5 ,726,031 - - $ 1.00 - All other Shares 17,996,889 $ 9 ,384,677 8,612,212 2,730,071 $ 0.52 0.152 Meiers to take all cash for non- Total 30,397,920 $ 15,110,708 15,287,212 4,846,046 $ 0.50 0.159 collateral shares. 14.0% Pro Forma DTI ownership 6.1% Pro Forma DTI ownership by Meiers 4

CONFIDENTIAL / DRAFT Project Spider Transaction Terms – Tronco Repayment • Tronco Note Receivable due is currently $6,675,000. – In March 2023, the Company entered into an agreement with the Meiers to fix the interest rate at st 2.8% and set annual payments of principal and interest of $750,000, due each March 31 through 2032. – In the event the Company’s stock traded at or above $3/sh for ten days, the Meiers would be required to pay down 50% of the note. – In the event the Company’s stock traded at or above $4/sh for ten days, the Meiers would be required to pay down the entirety of the note. • In the proposed transaction with DTI, a new framework would include: – No P&I payments due each year. – Instead, annually one-fifth of the current outstanding balance of the Note would be due so long as the 20-Day VWAP value of the DTI shares is equal to or above the equivalent of $1 / transaction exchange ratio (e.g. DTI above $3.15/sh if the ratio is 0.317). – If the 20-Day VWAP is below this mark, the note balance due shall be apportioned pro rata to the balance to be tested in the remaining years. – In the event that the fifth year is below the mark, the note would wrap up in year six and be extinguished. 5

CONFIDENTIAL / DRAFT Project Spider Transaction Terms – Tronco Note Repayment • Example Tronco Note repayment over 5 years: Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Note Balance $ 6,675,000 $ 5,340,000 $ 4,005,000 $ 2,670,000 $ 1,335,000 $ - Share Price Hurdle $ 3.15 $ 3.15 $ 3.15 $ 3.15 $ 3.15 $ 3.15 DTI Share Price (20-day VWAP) $ 3.50 $ 3.50 $ 4.00 $ 4.50 $ 5.00 $ 5.50 Amount Subject to Repayment $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 Above Hurdle? YES YES YES YES YES Amount of Note Repaid $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 Amount of Note Not Repaid $ - $ - $ - $ - $ - Collateral Shares 2,115,975 2 ,115,975 1,734,546 1,400,796 1,104,130 837,130 Shares Required to Repay 381,429 333,750 296,667 267,000 242,727 Remaining Collateral Shares 1 ,734,546 1,400,796 1,104,130 837,130 594,402 • Example Tronco Note repayment with hurdle not met, extended to sixth year: Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Note Balance $ 6,675,000 $ 5,340,000 $ 4,005,000 $ 2,670,000 $ 1,335,000 $ 1,335,000 $ - Share Price Hurdle $ 3.15 $ 3.15 $ 3.15 $ 3.15 $ 3.15 $ 3.15 DTI Share Price (20-day VWAP) $ 3.50 $ 3.50 $ 4.00 $ 3.50 $ 3.25 $ 2.00 $ 2.50 Amount Subject to Repayment $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 $ - Above Hurdle? YES YES YES YES NO Amount of Note Repaid $ 1,335,000 $ 1,335,000 $ 1,335,000 $ 1,335,000 $ - $ 1,335,000 Amount of Note Not Repaid $ - $ - $ - $ - $ 1,335,000 $ - Collateral Shares 2,115,975 2,115,975 1 ,734,546 1,400,796 1,019,368 608,599 608,599 Shares Required to Repay 381,429 333,750 381,429 410,769 - 5 34,000 Remaining Collateral Shares 1 ,734,546 1,400,796 1 ,019,368 608,599 608,599 74,599 6

CONFIDENTIAL / DRAFT Project Spider Transaction Terms – Exchange Ratio Sensitivity Deal Cash $ 15,132,874 DTI Exchange Ratio 0 .317 $3.15 /sh Per Share SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2,119,048 $ - 0.317 Meier Remaining Shares 5,726,031 $ - 5,726,031 1 ,817,788 $ - 0.317 All other Shares 17,996,889 $ 15,132,874 2,864,015 909,211 $ 0.84 0.051 Total 30,397,920 $ 15,132,874 15,265,046 4,846,046 $ 0.50 0.159 14.0% Pro Forma DTI ownership 11.4% Pro Forma DTI ownership by Meiers Deal Cash $ 14,890,572 DTI Exchange Ratio 0.313 $3.20 /sh Per Share SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2 ,085,938 $ - 0.313 Meier Remaining Shares 5,726,031 $ - 5,726,031 1,789,385 $ - 0.313 All other Shares 17,996,889 $ 14,890,572 3,106,317 970,724 $ 0.83 0.054 Total 30,397,920 $ 14,890,572 15,507,348 4 ,846,046 $ 0.49 0.159 14.0% Pro Forma DTI ownership 11.2% Pro Forma DTI ownership by Meiers Deal Cash $ 14,648,270 DTI Exchange Ratio 0.308 $3.25 /sh Per Share SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2,053,846 $ - 0.308 Meier Remaining Shares 5,726,031 $ - 5,726,031 1 ,761,856 $ - 0.308 All other Shares 17,996,889 $ 14,648,270 3,348,619 1,030,344 $ 0.81 0.057 Total 30,397,920 $ 14,648,270 15,749,650 4 ,846,046 $ 0.48 0.159 14.0% Pro Forma DTI ownership 11.0% Pro Forma DTI ownership by Meiers Deal Cash $ 14,405,967 DTI Exchange Ratio 0.303 $3.30 /sh Per Share SDPI Shares Cash Paid Shares Exchanged DTI Equivalent Cash DTI Stock Meier Collateral Shares 6,675,000 $ - 6,675,000 2,022,727 $ - 0.303 Meier Remaining Shares 5,726,031 $ - 5,726,031 1 ,735,161 $ - 0.303 All other Shares 17,996,889 $ 14,405,967 3,590,922 1 ,088,158 $ 0.80 0.060 Total 30,397,920 $ 14,405,967 15,991,953 4 ,846,046 $ 0.47 0.159 14.0% Pro Forma DTI ownership 10.9% Pro Forma DTI ownership by Meiers 7

CONFIDENTIAL / DRAFT Project Spider Pro-Forma Financials Accretive utilizing conservative DTI projections for SDPI and only $3MM of synergies: <ACQUIRER> <TARGET> COMPANY NAME Drilling Tools International Corp. Superior Drilling Products, Inc. CODE NAME DTI SDPI PRIMARY TICKER NasdaqCM:DTI NYSEAM:SDPI FINANCIALS 09/30/23 09/30/23 CY 2023E CY 2024E CY 2025E Trans. Pro Forma Trans. Pro Forma Trans. Pro Forma DTI SDPI Adjust. Combined DTI SDPI Adjust. Combined DTI SDPI Adjust. Combined EBTIDA $51.5 $4.2 $3.0 $58.8 $58.8 $5.4 $3.0 $67.2 $69.9 $6.0 $3.0 $78.9 (-) Exploration 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (-) DD&A 20.7 1.4 0.8 22.8 28.0 1.4 0.8 30.2 37.1 1.4 0.8 39.3 (-) Other 8.9 0.0 8.9 0.8 0.0 0.8 0.8 0.0 0.8 EBIT $22.0 $2.9 $2.2 $27.0 $30.0 $4.1 $2.2 $36.3 $32.0 $4.7 $2.2 $38.9 (-) Interest Expense $1.8 $0.7 $0.9 $3.4 $0.1 $0.7 $0.9 $1.6 $0.1 $0.6 $0.9 $1.5 (-) Other (income) 0.0 (0.6) 0.0 (0.6) 0.0 (0.2) 0.0 (0.2) 0.0 (0.2) 0.0 (0.2) EBT $20.1 $2.8 $1.3 $24.3 $30.0 $3.6 $1.3 $34.9 $32.0 $4.3 $1.3 $37.6 (-) Income tax expense $6.3 $0.4 $0.3 $7.0 $6.9 $0.9 $0.3 $8.1 $7.4 $1.1 $0.3 $8.7 Effective Tax Rate 31.4% 15.5% 21.0% 29.0% 23.0% 24.8% 21.0% 23.1% 23.0% 24.8% 21.0% 23.2% Net Income $13.8 $2.4 $1.0 $17.2 $23.1 $2.7 $1.0 $26.8 $24.6 $3.2 $1.0 $28.9 (-) Minority Interests $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 (-) Preferred Stock Dividends 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (-) Other 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Net Income to Common $13.8 $2.4 $1.0 $17.2 $23.1 $2.7 $1.0 $26.8 $24.6 $3.2 $1.0 $28.9 (+) DD&A $20.7 $1.6 $0.8 $23.0 $28.0 $1.6 $0.8 $30.4 $37.1 $1.6 $0.8 $39.5 (+) Exploration 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (+) Deferred taxes (0.1) 0.0 (0.2) (0.2) 0.0 0.0 (0.2) (0.2) 0.0 0.0 (0.2) (0.2) (+) Other 23.6 0.9 0.0 24.5 0.0 0.9 0.0 0.9 0.0 0.9 0.0 0.9 Cash Flow $58.0 $4.9 $1.7 $64.6 $51.1 $5.2 $1.7 $58.0 $61.7 $5.7 $1.7 $69.1 (-) Capex $0.0 $3.9 $0.0 $3.9 $30.5 $4.4 $0.0 $34.9 $30.5 $4.4 $0.0 $34.9 (+) Changes in working capital (3.7) (1.6) 0.0 (5.3) (2.0) (0.5) 0.0 (2.5) (2.5) (0.2) 0.0 (2.8) (+) Other 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $54.3 ($0.6) $1.7 $55.4 $18.6 $0.3 $1.7 $20.6 $28.7 $1.1 $1.7 $31.4 Diluted Shares 29.8 30.4 4.7 34.5 29.8 30.4 4.7 34.5 29.8 30.4 4.7 34.5 EPS $0.46 $0.08 $0.50 $0.78 $0.09 $0.78 $0.83 $0.11 $0.84 % Accretion/(Dilution) 7.6% 0.3% 1.2% Pre-Tax Break-Even Synergies N/A N/A N/A CFPS $1.82 ($0.02) $1.61 $0.63 $0.01 $0.60 $0.96 $0.04 $0.91 % Accretion/(Dilution) (12.0%) (4.6%) (5.5%) Pre-Tax Break-Even Synergies $9.6 $1.3 $2.3 8

CONFIDENTIAL / DRAFT Project Spider (1) Effect of Revenue & Expense Eliminations Synergies and Eliminations SDPI Revenue and Expense 2024 2025 Revenue DTI conservatively modeled just $3MM of synergies, Bit Remanufacturing U.S. - BH $ 6 ,646 $ 6,870 Bit Remanufacturing U.S. - SLB 294 725 which can be found easily in SDPI G&A alone: Bit Remanufacturing International - BHI 1,012 2,310 DNR Tool Sales - US & Canada 3,468 3,572 Estimated Synergies – G&A Only DNR Rental - International 6,660 10,149 SDPI Corp & LLC G&A 2022 2023 2024 Synergies DNR Tool Maintenance (DTI) 5,317 5,568 CTS Strider Rental - - Wages - Salary DNR Royalty 2,089 2,126 Troy Meier $ 474,996 $ 474,996 $ 474,996 $ - Misc Sales 240 360 Annette Meier 425,004 425,004 425,004 - Total Revenue $ 25,726 $ 31,680 Chris Cashion 300,000 300,000 300,000 (300,000) Costs of Goods Sold Employee12 147,500 163,725 163,725 - Bit Remanufacturing Costs - U.S. $ 2 ,401 $ 2,621 Employee48 200,000 218,360 218,360 - Bit Remanufacturing Int'l Costs - BHI 405 924 Other Employees 352,277 201,782 220,361 - Strider Tool Maintenance Costs - - Wages - Hourly - Base 34,074 617 5 1,000 - DNR Tool Maintenance Costs 2,998 3,221 Wages - Hourly - OT 2,931 356 4,500 - DNR Tool Maintenance - International 2,559 3,589 DNR Tool Sales COGS 1,152 1,186 Stock Compensation Expense 664,485 703,268 705,096 (705,096) Manufacturing Under / (Over Absorption 74 100 Bonus - Troy and Annette 630,012 630,012 630,000 (630,000) Other Sales - COGS 240 360 Bonus 6,799 - 180,000 - Depreciation Expense 1,333 1,400 Employee Benefits 104,625 101,863 83,608 ( 13,500) Total COGS $ 11,162 $ 13,402 Payroll Taxes 108,289 117,656 103,881 (16,774) Vehicle R&M 14,392 2,498 9,000 - Gross Profit $ 14,564 $ 18,279 Gross Margin 56.6% 57.7% Vehicle Fuel 7,586 7,243 8,400 - Bank Service Fees 5 1,043 57,542 5 4,000 (54,000) Effect on DTI Expense 2024 2025 Late Fees 2,776 3,857 2,400 (2,400) DNR Tool Maintenance (DTI) $ 5,317 $ 5,568 Board of Directors Comp - Cash 275,496 275,496 275,496 (275,496) DNR Tool Maintenance Costs (2,998) (3,221) BoD Stock Comp Expense 209,255 219,581 221,124 (221,124) Reduction in DTI Tool Maintenance Costs $ 2,319 $ 2,347 Dues & Subscriptions 22,340 16,717 2 4,000 ( 24,000) Elimination of DNR Royalty $ 2,089 $ 2,126 D&O Insurance 182,486 159,423 154,872 (154,872) Total Reduction in DTI Costs $ 4 ,408 $ 4,472 Travel 4 3,090 8 9,584 48,000 ( 48,000) Effect on DTI Cash Flow 2024 2025 Customer Entertainment 1,414 2,425 6,000 - DNR Tool Sales - US & Canada $ 3 ,468 $ 3,572 Employee Meals 4,765 1,843 9,000 - DNR Tool Sales COGS (1,152) (1,186) Office Supplies 10,596 5,393 2 4,000 - Reduction in DTI Capex $ 2 ,316 $ 2,386 License and Permits 13,484 5 7,778 60,000 - Effect of Eliminations 2024 2025 Postage & Delivery 418 1,782 7,068 (7,068) Standalone DTI EBITDA $ 58,809 $ 69,888 Professional Fees 1,547,749 2,524,784 1,572,800 (792,800) Pro Forma DTI EBITDA $ 63,218 $ 74,360 Rent - Silver Pines Apartment 27,889 28,243 19,200 - Pro Forma SDPI Gross Profit $ 7,840 $ 11,420 Telephone 86 8,619 - - (1) Other Misc 2 8,473 4 0,842 60,000 - Standalone SDPI EBITDA $ 8,077 $ 10,674 (2) Utilities 3,126 3,611 4,800 - Pro Forma SDPI EBITDA $ 3,074 $ 5,536 1) SDPI Revenues, Expenses, and EBITDA from SDPI internal projections, not DTI’s estimate of SDPI. Total G&A $ 5,897,456 $ 6,844,900 $ 6,120,691 $ (3,245,130) 2) Pro Forma SDPI EBITDA utilizes SDPI’s eliminations and includes effects of synergies noted in table to the left. 9

Exhibit 107

Calculation of Filing Fee Tables

Table 1 – Transaction Value



	Transaction Valuation	Fee Rate	Amount of Filing Fee

Fees to be Paid	$19,195,200⁽¹⁾	0.00014760	$2,833.22⁽²⁾

Fees Previously Paid	$0		$0

Total Transaction Valuation	$19,195,200

Total Fees Due for Filing			$2,833.22

Total Fees Previously Paid			$0

Total Fee Offsets			$2,833.22⁽³⁾

Net Fee Due			$0

Table 2 – Fee Offset Claims and Sources

Registrant

or Filer

Name

Form of
Filing Type

File Number

Initial
Filing Date

Filing Date

Fee

Offset
Claimed

Fee

Paid

with

Fee Offset
Source

Fee Offset

Claims

Form S-4

333-279319

May 10,
2024

$2,833.22

Fee Offset

Sources

Drilling
Tools
International
Corporation

Form S-4

333-279319

May 10,
2024

$2,833.22⁽³⁾

(1)

This Schedule 13E-3 relates to the registration of shares of common stock, par value $0.0001 per share (the “DTI Common Stock”) of Drilling Tools International Corporation (“DTI”) into which shares of common stock, $0.001 per share (the “SDPI Common Stock”) will be exchanged. The transaction valuation (the “Transaction Valuation”) is calculated solely for purposes of determining the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation is calculating based on the product of (a) $1.24, the average of the high and low prices of SDPI Common Stock as reported on the New York Stock Exchange American on May 7, 2024, which is within five business days prior to the filing of this Schedule 13E-3 and (b) 15,480,000, the estimated maximum number of SDPI Common Stock that may be exchanged for consideration in the merger that is the subject of this Schedule 13E-3 (the “Merger”).

(2)	The filing fee, calculated in accordance with Exchange Act Rule 0-11, is calculated by multiplying the Transaction Valuation by 0.0.00014760.

(3)	DTI previously paid $3,790.34 upon the filing of its Registration Statement on Form S-4 on May 10, 2024 in connection with the transaction reported hereby.

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