VOTING, IRREVOCABLE PROXY AND SUPPORT AGREEMENTVoting, Irrevocable Proxy and Support Agreement • January 3rd, 2017 • Alon USA Energy, Inc. • Petroleum refining • Delaware
This Voting, Irrevocable Proxy and Support Agreement (this “Agreement”), dated as of January 2, 2017, is by and between the undersigned stockholders (collectively referred to herein as “Stockholder”) and Delek US Holdings, Inc., a Delaware corporation (“Parent” and, collectively with Stockholder, the “Parties” and each, a “Party”).
AGREEMENT AND PLAN OF MERGER AMONG DELEK US HOLDINGS, INC., DELEK HOLDCO, INC., DIONE MERGECO, INC., ASTRO MERGECO, INC., AND ALON USA ENERGY, INC. DATED AS OF JANUARY 2, 2017Merger Agreement • January 3rd, 2017 • Alon USA Energy, Inc. • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2017 (this “Agreement”), is entered into by and among Delek US Holdings, Inc., a Delaware corporation (“Parent”), Delek Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“HoldCo”), Dione Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo (“Parent Merger Sub”) and Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo (“Astro Merger Sub” and, together with HoldCo and Parent Merger Sub, the “HoldCo Parties”), and Alon USA Energy, Inc., a Delaware corporation (the “Company”). Each of the HoldCo Parties and Parent may be referred to herein individually as a “Buyer Party” and collectively as the “Buyer Parties.” Each of HoldCo, Parent, the Company, Parent Merger Sub and Astro Merger Sub may be referred to herein individually as a “Party” and collectively as the “Parties.”
