Page 9 of 23 – SEC Filing
EXHIBIT B
VOTING AND
Support AGREEMENT
This Voting and Support
Agreement (this “Agreement”) is made and entered into as of September 14, 2017, by and among Huber Capital Management,
LLC, a Delaware limited liability company (“HCM”), Joseph R. Huber (“Mr. Huber” and together
with HCM, “Huber”), and Teekay Tankers Ltd., a corporation incorporated in the Republic of the Marshall Islands
(“TNK”).
RECITALS
WHEREAS, as of the
date hereof, Huber is either (i) the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, with alternative
grammatical forms such as “beneficially owning” having the same meaning) or (ii) the legal owner of record, and in
each case has voting power over, such number of shares of Class A common stock, par value $0.01 per share, of TNK (the “TNK
Common Stock”) and shares of common stock, par value $0.001 per share, of Tanker Investments Ltd., a corporation incorporated
in the Republic of the Marshall Islands (“TIL”), as is indicated on Schedule A attached hereto.
WHEREAS, on May 31,
2017, TNK, Royal 2017 Ltd., a corporation incorporated in the Republic of the Marshall Islands and a direct wholly owned subsidiary
of TNK (“Merger Sub”), and TIL, entered into an Agreement and Plan of Merger (as it may be amended from time
to time, the “Merger Agreement”) that, among other things, provides for the merger of Merger Sub with and into
TIL, with TIL being the surviving entity in such merger (the “Merger”).
WHEREAS, as an inducement
for TNK to take certain actions set forth on Schedule B, Huber agrees to enter into this Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:
1.
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them
in this Section 1.
“Covered Shares”
shall mean the Covered TIL Shares and the Covered TNK Shares.
“Covered TIL
Shares” shall mean all shares of TIL Common Stock over which Huber has sole voting authority as of the date hereof, and
any additional shares of TIL Common Stock of which Huber may acquire beneficial or record ownership with sole voting authority
after the date hereof and through the Expiration Time.
“Covered TNK
Shares” shall mean all shares of TNK Common Stock over which Huber has sole voting authority as of the date hereof, and
any additional shares of TNK Common Stock of which Huber may acquire beneficial or record ownership with sole voting authority
after the date hereof and through the Expiration Time.
