AGREEMENT AND PLAN OF MERGER by and among BALMORAL SWAN PARENT, INC., a Delaware corporation, BALMORAL SWAN MERGERSUB, INC., a Delaware corporation, and TRECORA RESOURCES, a Delaware corporation Dated as of May 11, 2022Agreement and Plan of Merger • May 12th, 2022 • Trecora Resources • Petroleum refining • New York
This AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2022 (this “Agreement”), is made by and among BALMORAL SWAN PARENT, INC., a Delaware corporation (“Parent”); BALMORAL SWAN MERGERSUB, INC., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”); and TRECORA RESOURCES, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.6 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
RIGHTS AGREEMENT dated as of May 11, 2022 by and between TRECORA RESOURCES, as the Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • May 12th, 2022 • Trecora Resources • Petroleum refining • Delaware
This RIGHTS AGREEMENT, dated as of May 11, 2022 (this “Agreement”), is by and between Trecora Resources, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 12th, 2022 • Trecora Resources • Petroleum refining • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 11, 2022, is by and among Balmoral Swan Parent, Inc., a Delaware corporation (“Parent”), Balmoral Swan MergerSub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
