Common use of Right of First Offer Procedures Clause in Contracts

Right of First Offer Procedures. Each ROFO shall be subject to the following terms and conditions: (a) Selling Party shall deliver prior written notice (the “Offer Notice”) to Purchasing Party of its intention to offer for sale or accept an offer to purchase any ROFO Interest. The Offer Notice shall specify (i) the ROFO Interest, (ii) the material terms on which Selling Party either desires to offer for sale or accept an offer to purchase the ROFO Interest, including, without limitation, the sales price of the ROFO Interest, and (iii) any then existing rights to purchase the ROFO Interest held by a Third Party to which the ROFO is subordinate. (b) If a Purchasing Party receives an Offer Notice, Purchasing Party shall have the right by written notice (the “Election Notice”) delivered to Selling Party within thirty (30) days after receiving the Offer Notice (the “Election Period”) to elect to purchase the ROFO Interest at a purchase price equal to that set forth in the Offer Notice (the “Offered Purchase Price”). If Purchasing Party elects to purchase the ROFO Interest, the parties shall have to the expiration of the Election Period to negotiate in good faith commercially reasonable terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Offer Notice) and to mutually execute and deliver a purchase and sale agreement for the ROFO Interest (the “PSA”). (c) If (i) Purchasing Party provides written notice that it will not elect to purchase the ROFO Interest, (ii) Purchasing Party fails to provide an Election Notice within the Election Period, or (iii) following delivery of an Election Notice, Selling Party and Purchasing Party fail to mutually execute and deliver the PSA within the Election Period, the ROFO shall be deemed not to apply to the ROFO Interest and the Selling Party shall be free to sell the ROFO Interest unencumbered by this Agreement upon substantially the same terms as those contained in the Offer Notice, but not less than 95% of the Offered Purchase Price; provided, however, if Selling Party does not close on the sale of the ROFO Interest to a Third Party within 180 days following the expiration of the Election Period (the “Sale Period”), subject to subparagraph (d) below, the Purchasing Party’s right to purchase such ROFO Interest shall be reinstated on the same terms contained in this Section 1.2. (d) If during the Sale Period, Selling Party desires to sell the ROFO Interest on materially less favorable terms to the Selling Party as those contained in the Offer Notice, or at less than 95% of the Offered Purchase Price, Selling Party shall deliver Purchasing Party written notice of such new terms (a “Revised Offer Notice”) and Selling Party and Purchasing Party shall have ten (10) days to negotiate in good faith commercially reasonable terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Revised Offer Notice) and to mutually

Right of First Offer Procedures. Each ROFO For a period of 10 years following the Closing Date, if any of the GPM Entities (the “Acquiring Party”) consummates the acquisition of any convenience stores selling gasoline (the “Consummated Acquisition”), the Acquiring Party shall be subject provide the Partnership Group a right of first offer to acquire the right to distribute motor fuel to all convenience stores which sell gasoline, independent and lessee dealer locations or consignment locations acquired in the Consummated Acquisition (the “Acquired Distribution Rights”) pursuant to the following terms and conditionsprocedures: (ai) Selling Within 30 days of the completion of a Consummated Acquisition, the Acquiring Party shall deliver prior a written notice offer (the “Offer NoticeAcquiring Party Offer”) to Purchasing the General Partner, on behalf of the Partnership Group, which Acquiring Party Offer shall describe the Acquired Distribution Rights, the purchase price (payable in cash or in securities of its intention the Partnership at the option of the Acquiring Party) at which it wishes to offer for sale or accept an sell the Acquired Distribution Rights and the proposed terms of sale. The Acquiring Party Offer shall constitute a binding offer to purchase any ROFO Interest. The Offer Notice shall specify (i) sell the ROFO Interest, Acquired Distribution Rights to the Partnership Group on the terms set forth therein; (ii) the material terms General Partner, on which Selling Party either desires to offer for sale or accept an offer to purchase the ROFO Interest, including, without limitation, the sales price behalf of the ROFO InterestPartnership Group, shall have a period of 30 days (the “Negotiation Period”) from the date of the Offer to accept the Acquiring Party Offer or negotiate alternative terms of sale acceptable to the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, and the Acquiring Party; (iii) any then existing rights to purchase if the ROFO Interest held by a Third Acquiring Party to which and the ROFO is subordinate. (b) If a Purchasing Party receives an Offer NoticeGeneral Partner, Purchasing Party shall have on behalf of the right by written notice (Partnership Group and with the “Election Notice”) delivered to Selling Party within thirty (30) days after receiving approval of the Offer Notice (Conflicts Committee, agree upon the “Election Period”) to elect to purchase terms of sale for the ROFO Interest at a purchase price equal to that set forth in the Offer Notice (the “Offered Purchase Price”). If Purchasing Party elects to purchase the ROFO Interest, the parties shall have Acquired Distribution Rights prior to the expiration of the Election Negotiation Period, such Parties shall enter into definitive documentation to effect such sale, which shall be closed within 30 days after the end of the Negotiation Period or such longer period as may be reasonably necessary to negotiate complete a unitholder vote by the Partnership (if required), a financing by the Partnership (if required) or to obtain any required consents; and (iv) if, at the end of the Negotiation Period, the Acquiring Party and the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee have not agreed upon the terms of sale for the Acquired Distribution Rights, or if such a sale is not completed within the period specified in good faith commercially reasonable Section 2.3(a)(iii), the Partnership shall be obligated to distribute, or continue to distribute, as applicable, fuel to the newly acquired convenience stores in accordance with the terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Offer Notice) and to mutually execute and deliver a purchase and sale agreement GPM Distribution Contract, other than the price for such fuel, at the ROFO Interest (the “PSA”). (c) If (i) Purchasing Party provides written notice that it will not elect to purchase the ROFO Interest, (ii) Purchasing Party fails to provide an Election Notice within the Election Period, or (iii) following delivery of an Election Notice, Selling Party and Purchasing Party fail to mutually execute and deliver the PSA within the Election Period, the ROFO shall be deemed not to apply to the ROFO Interest and the Selling Party shall be free to sell the ROFO Interest unencumbered by this Agreement upon substantially the same terms as those contained in the Offer Notice, but not less than 95% of the Offered Purchase Price; provided, however, if Selling Party does not close on the sale of the ROFO Interest to a Third Party within 180 days following the expiration of the Election Period (the “Sale Period”), subject to subparagraph (d) below, the Purchasing PartyPartnership’s right cost to purchase such ROFO Interest shall be reinstated on fuel plus the same terms contained in this Section 1.2Alternate Fuel Sales Rate. (d) If during the Sale Period, Selling Party desires to sell the ROFO Interest on materially less favorable terms to the Selling Party as those contained in the Offer Notice, or at less than 95% of the Offered Purchase Price, Selling Party shall deliver Purchasing Party written notice of such new terms (a “Revised Offer Notice”) and Selling Party and Purchasing Party shall have ten (10) days to negotiate in good faith commercially reasonable terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Revised Offer Notice) and to mutually

Right of First Offer Procedures. Each ROFO For a period ending on the earlier of (a) the fifth anniversary of the Closing Date and (b) a Change of Control of the MLP or the General Partner, if any Fund Entity (the “Disposing Party”) desires to sell or otherwise Transfer any Fund Subject Assets, the Disposing Party shall be subject provide the MLP Group a right of first offer to acquire such Fund Subject Assets (the “Fund Sale Assets”) pursuant to the following terms and conditionsprocedures: (a) Selling The Disposing Party shall deliver prior a written notice (the “Offer Disposing Party Notice”) to Purchasing the General Partner, on behalf of the MLP Group, that shall describe in reasonable detail the Fund Sale Assets. Except as expressly provided in the Disposing Party of its intention to offer for sale or accept Notice, the Disposing Party Notice shall not constitute an offer to purchase any ROFO Interest. The Offer Notice shall specify (i) sell the ROFO Interest, (ii) Fund Sale Assets to the material terms on which Selling Party either desires to offer for sale or accept an offer to purchase the ROFO Interest, including, without limitation, the sales price of the ROFO Interest, and (iii) any then existing rights to purchase the ROFO Interest held by a Third Party to which the ROFO is subordinateMLP Group. (b) If a Purchasing Party receives an Offer NoticeThe General Partner, Purchasing Party on behalf of the MLP Group and with the approval of the Conflicts Committee, shall have a period of thirty days or such longer time as agreed by the right by written notice Conflicts Committee and the Disposing Party (the “Election NoticeNegotiation Period”) delivered from the date of the General Partner’s receipt of the Disposing Party Notice to Selling provide to the Disposing Party the MLP Group’s offer to purchase the Fund Sale Assets on terms approved by the Conflicts Committee. (c) If the Disposing Party and the General Partner, on behalf of the MLP Group and with the approval of the Conflicts Committee, agree upon the terms of sale for the Fund Sale Assets prior to the expiration of the Negotiation Period (as same may be extended with the approval of the Disposing Party), such Parties shall enter into definitive documentation to effect such Transfer, which shall be closed within thirty (30) days after receiving the Offer Notice (the “Election Period”) to elect to purchase the ROFO Interest at a purchase price equal to that set forth in the Offer Notice (the “Offered Purchase Price”). If Purchasing Party elects to purchase the ROFO Interest, the parties shall have to the expiration end of the Election Negotiation Period or such longer period as may be reasonably necessary to negotiate in good faith commercially reasonable terms and conditions for complete a unitholder vote by the sale MLP (if required), to finance the purchase of the ROFO Interest Fund Sale Assets (to if required), including by means of the extent not otherwise expressly set forth in the Offer Notice) and to mutually execute and deliver a purchase and sale agreement for the ROFO Interest (the “PSA”). (c) If (i) Purchasing Party provides written notice that it will not elect to purchase the ROFO Interest, (ii) Purchasing Party fails to provide an Election Notice within the Election Periodissuance of additional Common Units or debt securities, or (iii) following delivery of an Election Notice, Selling Party and Purchasing Party fail to mutually execute and deliver the PSA within the Election Period, the ROFO shall be deemed not to apply to the ROFO Interest and the Selling Party shall be free to sell the ROFO Interest unencumbered by this Agreement upon substantially the same terms as those contained in the Offer Notice, but not less than 95% of the Offered Purchase Price; provided, however, if Selling Party does not close on the sale of the ROFO Interest to a Third Party within 180 days following the expiration of the Election Period (the “Sale Period”), subject to subparagraph (d) below, the Purchasing Party’s right to purchase such ROFO Interest shall be reinstated on the same terms contained in this Section 1.2obtain any required governmental or other third party consents or approvals. (d) If during If, at the Sale end of the Negotiation Period, Selling the Disposing Party desires to sell and the ROFO Interest General Partner, on materially less favorable behalf of the MLP Group and with the approval of the Conflicts Committee, each acting in good faith, have not agreed upon the terms to of sale for the Selling Party as those contained in the Offer NoticeFund Sale Assets, or at less than 95% of if the Offered Purchase PriceTransfer is not completed within the period specified in Section 3.1(c), Selling then the Disposing Party shall deliver Purchasing may thereafter Transfer the Fund Sale Assets to a third party without further restriction except that, if the Disposing Party written notice of such new terms (a “Revised Offer Notice”) and Selling Party and Purchasing Party shall have ten (10) days elects to negotiate in good faith commercially reasonable terms and conditions consider bids from third parties for the sale of Fund Sale Assets, the ROFO Interest (MLP Group will be permitted to the extent not otherwise expressly set forth participate in the Revised Offer Notice) and to mutuallysuch process.

Right of First Offer Procedures. Each ROFO For a period of 10 years following the Effective Date, if any of the GPM Entities (the “Acquiring Party”) consummates the acquisition of any convenience stores selling gasoline (the “Consummated Acquisition”), the Acquiring Party shall be subject provide the Partnership Group a right of first offer to acquire the right to distribute motor fuel to all convenience stores which sell gasoline, independent and lessee dealer locations or consignment locations acquired in the Consummated Acquisition (the “Acquired Distribution Rights”) pursuant to the following terms and conditionsprocedures: (ai) Selling Within 30 days of the completion of a Consummated Acquisition, the Acquiring Party shall deliver prior a written notice offer (the “Offer NoticeAcquiring Party Offer”) to Purchasing the General Partner, on behalf of the Partnership Group, which Acquiring Party Offer shall describe the Acquired Distribution Rights, the purchase price (payable in cash or in securities of its intention the Partnership at the option of the Acquiring Party) at which it wishes to offer for sale or accept an sell the Acquired Distribution Rights and the proposed terms of sale. The Acquiring Party Offer shall constitute a binding offer to purchase any ROFO Interest. The Offer Notice shall specify (i) sell the ROFO Interest, Acquired Distribution Rights to the Partnership Group on the terms set forth therein; (ii) the material terms General Partner, on which Selling Party either desires to offer for sale or accept an offer to purchase the ROFO Interest, including, without limitation, the sales price behalf of the ROFO InterestPartnership Group, shall have a period of 30 days (the “Negotiation Period”) from the date of the Offer to accept the Acquiring Party Offer or negotiate alternative terms of sale acceptable to the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, and the Acquiring Party; (iii) any then existing rights to purchase if the ROFO Interest held by a Third Acquiring Party to which and the ROFO is subordinate. (b) If a Purchasing Party receives an Offer NoticeGeneral Partner, Purchasing Party shall have on behalf of the right by written notice (Partnership Group and with the “Election Notice”) delivered to Selling Party within thirty (30) days after receiving approval of the Offer Notice (Conflicts Committee, agree upon the “Election Period”) to elect to purchase terms of sale for the ROFO Interest at a purchase price equal to that set forth in the Offer Notice (the “Offered Purchase Price”). If Purchasing Party elects to purchase the ROFO Interest, the parties shall have Acquired Distribution Rights prior to the expiration of the Election Negotiation Period, such Parties shall enter into definitive documentation to effect such sale, which shall be closed within 30 days after the end of the Negotiation Period or such longer period as may be reasonably necessary to negotiate complete a unitholder vote by the Partnership (if required), a financing by the Partnership (if required) or to obtain any required consents; and (iv) if, at the end of the Negotiation Period, the Acquiring Party and the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee have not agreed upon the terms of sale for the Acquired Distribution Rights, or if such a sale is not completed within the period specified in good faith commercially reasonable Section 2.3(a)(iii), the Partnership shall be obligated to distribute, or continue to distribute, as applicable, fuel to the newly acquired convenience stores in accordance with the terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Offer Notice) and to mutually execute and deliver a purchase and sale agreement GPM Distribution Contract, other than the price for such fuel, at the ROFO Interest (the “PSA”). (c) If (i) Purchasing Party provides written notice that it will not elect to purchase the ROFO Interest, (ii) Purchasing Party fails to provide an Election Notice within the Election Period, or (iii) following delivery of an Election Notice, Selling Party and Purchasing Party fail to mutually execute and deliver the PSA within the Election Period, the ROFO shall be deemed not to apply to the ROFO Interest and the Selling Party shall be free to sell the ROFO Interest unencumbered by this Agreement upon substantially the same terms as those contained in the Offer Notice, but not less than 95% of the Offered Purchase Price; provided, however, if Selling Party does not close on the sale of the ROFO Interest to a Third Party within 180 days following the expiration of the Election Period (the “Sale Period”), subject to subparagraph (d) below, the Purchasing PartyPartnership’s right cost to purchase such ROFO Interest shall be reinstated on fuel plus the same terms contained in this Section 1.2Alternate Fuel Sales Rate. (d) If during the Sale Period, Selling Party desires to sell the ROFO Interest on materially less favorable terms to the Selling Party as those contained in the Offer Notice, or at less than 95% of the Offered Purchase Price, Selling Party shall deliver Purchasing Party written notice of such new terms (a “Revised Offer Notice”) and Selling Party and Purchasing Party shall have ten (10) days to negotiate in good faith commercially reasonable terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Revised Offer Notice) and to mutually