0000950103-21-001416 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG QUICK CHEK CORPORATION, MURPHY USA NJ, INC., MURPHY USA INC. AND FORTIS ADVISORS LLC, as Shareholder Representative Dated as of December 12, 2020

Merger Agreement • February 1st, 2021 • Murphy USA Inc. • Retail-auto dealers & gasoline stations • New York

• Contract Type
  Merger Agreement
• Filed
  February 1st, 2021
• Company
  Murphy USA Inc.
• Industry
  Retail-auto dealers & gasoline stations
• Jurisdiction
  New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2020, by and among: (i) Murphy USA Inc., a Delaware corporation (“Buyer”); (ii) Murphy USA NJ, Inc., a New Jersey corporation (“Merger Sub”); (iii) Quick Chek Corporation, a New Jersey corporation (the “Company”); and (iv) Fortis Advisors LLC, a Delaware limited liability company (the “Shareholder Representative”), solely in its capacity as the Shareholder Representative.

MURPHY OIL USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of January 29, 2021 UMB BANK, N.A. as Trustee, Registrar and Paying Agent

Indenture • February 1st, 2021 • Murphy USA Inc. • Retail-auto dealers & gasoline stations • New York

• Contract Type
  Indenture
• Filed
  February 1st, 2021
• Company
  Murphy USA Inc.
• Industry
  Retail-auto dealers & gasoline stations
• Jurisdiction
  New York

INDENTURE dated as of January 29, 2021, among MURPHY OIL USA, INC., a Delaware corporation (the “Company”), MURPHY USA INC., a Delaware corporation (“Holdings”), each SUBSIDIARY GUARANTOR from time to time a party hereto and UMB BANK, N.A., a national banking association, as trustee (the “Trustee”).

Amendment to AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • February 1st, 2021 • Murphy USA Inc. • Retail-auto dealers & gasoline stations • New York

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 1st, 2021
• Company
  Murphy USA Inc.
• Industry
  Retail-auto dealers & gasoline stations
• Jurisdiction
  New York

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 29, 2021, by and among Murphy USA Inc., a Delaware corporation (“Buyer”), Murphy USA NJ, Inc., a New Jersey corporation (“Merger Sub”), Quick Chek Corporation, a New Jersey corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company (the “Shareholder Representative”). Capitalized terms used in this Amendment that are not otherwise defined or referenced herein shall have their respective meanings set forth in the Merger Agreement (as defined below).