Warrant Holdings. Warrant Holdings does not have the right ---------------- under the terms of this Agreement or under the terms of the Transfer Rights Agreement to initiate the sale, assignment, or other transfer of all or a portion of its Common Partnership Interest or to purchase all or any portion of a Partnership Interest. The right and/or obligation (if any) of Warrant Holdings to participate in the sale of its Common Partnership Interest under this Section 9.5 is governed by the terms and provisions of the Transfer Rights Agreement.

Warrant Holdings. In addition to the general restriction on the ---------------- Transfer of Partnership Interests set forth in Section 9.1.1, it is specifically understood and agreed among the Partners, including Warrant Holdings, that under no circumstances whatever shall the owners of securities issued by Warrant Holdings (including, without limitation, warrants and common stock) become Partners or have any other direct ownership interest in a Partnership Interest as a result of being a security holder in Warrant Holdings. In addition:

Warrant Holdings. In addition to the general restriction on ---------------- the Transfer of Partnership Interests set forth in Section 9.1.1, it is specifically understood and agreed among the Partners, including Warrant Holdings, that under no circumstances whatever shall the owners of securities issued by Warrant Holdings (including, without limitation, warrants and common stock) become Partners or have any other direct ownership interest in a Partnership Interest as a result of being a security holder in Warrant Holdings. In addition: (a) Warrant Holdings shall have no rights to Transfer all or any portion of its Common Partnership Interest except pursuant to the provisions of Sections 9.5, 9.6, 9.7 and 12.2(a)(ii), as such limited transfer rights are more particularly set forth in that certain Registration Rights and Partners' Agreement to be dated as of July 23, 1999 (the "Transfer Rights Agreement") among the Partnership, the Partners (including Warrant Holdings), Sixty Eighty, LLC, a Delaware limited liability company ("Sixty Eighty") and the sole initial shareholder of Warrant Holdings, First Union Capital Markets Corp. ("First Union") and CIBC World Markets Corp. ("CIBC"). In addition, Warrant Holdings may be required to Transfer all or a portion of its Common Partnership Interests pursuant to Sections 9.5, 9.6, 9.7 and/or Section 12.2(a)(i) and as more particularly set forth in the Transfer Rights Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Transfer Rights Agreement, the terms of the Transfer Rights Agreement shall control.

Warrant Holdings. Preamble......................................... 1 EXHIBITS -------- Exhibit A-1 Items to be Addressed in Opinion of Counsel to Seller Exhibit A-2 Items to be Addressed in Opinion of Tax Counsel to Seller Exhibit B-1 Items to be Addressed in Opinion of Counsel to Holdings delivered to Mobil, Volvo and Seller Exhibit B-2 Items to be Addressed in Opinion of Counsel to Holdings delivered to Seller Exhibit B-3 Items to be Addressed in Opinion of Counsel to the Company delivered to Volvo Exhibit C-1 Items to be Addressed in Opinion of Counsel to Mobil Exhibit C-2 Items to be Addressed in Opinion of Counsel to Volvo Exhibit D Supplemental Indenture Exhibit E-1 Fourth Amended and Restated Partnership Agreement Exhibit E-2 Holdings Partnership Agreement Exhibit F Volvo Joint Operating and Supply Agreement Exhibit G-1 Partnership Interest Assignment and Assumption Agreement Exhibit G-2 Seller Limited Partner Interest Assignment and Assumption Agreement Exhibit G-3 Seller LLC Interest Assignment and Assumption Agreement Exhibit H Bank Financing and Commitment Letter Exhibit I-1 Holdings' Certificate to Volvo Exhibit I-2 Holdings' Certificate to Seller Exhibit J Mobil Fueling Agreement Exhibit K Mobil Lube Agreement Exhibit L Xxxxxxxxx Purchase Agreement Exhibit M Terms of Environmental Insurance Policy Exhibit N Registration Rights Agreement PARTNERSHIP INTEREST SUBSCRIPTION --------------------------------- AND PURCHASE AGREEMENT ---------------------- This PARTNERSHIP INTEREST SUBSCRIPTION AND PURCHASE AGREEMENT (the "Agreement") is made and entered into this 23rd day of July, 1999, by and among ---------- Petro, Inc., a Texas corporation ("Petro"), Petro Holdings LP Corp., a Delaware ----- corporation ("Seller"), Petro Holdings GP Corp., a Delaware corporation ("Petro ------ ----- GP"), Petro Stopping Centers, L.P., a Delaware limited partnership (the -- "Company"), Mobil Long Haul, Inc., a Delaware corporation ("Mobil"), Xxxxx X. ------- ----- Xxxxxxxx, Sr. ("Xxxxxxxx Sr."), Xxxxx X. Xxxxxxxx, Xx. ("Xxxxxxxx Jr."), JAJCO ------------ ------------ II, Inc., a Delaware corporation ("JAJCO," and together with Petro, Xxxxxxxx Sr. and Xxxxxxxx Jr., the "Xxxxxxxx Partners"), Volvo Petro Holdings, LLC, a ----------------- Delaware limited liability company ("Volvo", and together with Mobil, the ----- "Subscribers"), and Petro Warrant Holdings Corporation, a Delaware corporation ------------ ("Warrant Holdings"). ----------------

Warrant Holdings. The Natcore Warrants are validly issued and outstanding and the number of Natcore Warrants held by each of the Vendors and to be sold to Syracuse at the Closing is as set forth on Schedule “A” hereto.

Related to Warrant Holdings

Warrant Holders Section 8.1. Warrant Holder Deemed Not a Stockholder....................... 30 Section 8.2.
Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.
Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling. ******************** (Signature Page Follows)
Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.
Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

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