VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 18th, 2016 • Tesoro Corp /New/ • Petroleum refining • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”), Tahoe Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Paul L. Foster and Franklin Mountain Investments, LP (together, the “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER Among WESTERN REFINING, INC., TESORO CORPORATION, TAHOE MERGER SUB 1, INC. and TAHOE MERGER SUB 2, LLC Dated as of November 16, 2016Agreement and Plan of Merger • November 18th, 2016 • Tesoro Corp /New/ • Petroleum refining • Delaware
AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, hereinafter called this “Agreement”), dated as of November 16, 2016, is by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub 1,”) and Tahoe Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”).
