FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 28th, 2019 • Haymaker Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 6, 2019, is made and entered into by and among Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), Haymaker Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) Cantor Fitzgerald & Co. (“Cantor”), and Stifel, Nicolaus & Company, Incorporated (“Stifel”); together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 6, 2019, is by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 6, 2019, by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Haymaker Acquisition Corp. II Floor 31 New York, NY 10019Securities Subscription Agreement • May 20th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 13, 2019 by and between Haymaker Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Haymaker Acquisition Corp. II Floor 10 New York, NY 10019Underwriting Agreement • May 28th, 2019 • Haymaker Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities an
UNDERWRITING AGREEMENT between HAYMAKER ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: June 6, 2019Underwriting Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
The undersigned, Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
June 6, 2019 Haymaker Acquisition Corp. II Floor 10 New York, NY 10019Underwriting Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to registration statements on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 6, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”) and Haymaker Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • November 19th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
This REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020, by and among (i) ARKO Corp., a Delaware corporation (“Pubco”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii), a “Holder” and, collectively, the “Holders”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12 hereof.
VOTING SUPPORT AGREEMENTVoting Support Agreement • September 9th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
VOTING SUPPORT AGREEMENT, dated as of September 8, 2020 (this “Agreement”), by and among HAYMAKER ACQUISITION CORP. II, a Delaware corporation (“HYAC”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 6, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (“Cantor”) and Stifel, Nicolaus & Company, Incorporated, (“Stifel”; collectively, Cantor and Stifel are the “Purchasers”).
HAYMAKER ACQUISITION CORP. IIAdministrative Support Agreement • June 12th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. II (the “Company”) and Haymaker Sponsor II LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ARKO CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • November 19th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into November 18, 2020, by and between ARKO Corp., a Delaware corporation (the “Company”), and the undersigned (each a “Subscriber” and together the “Subscribers”).
CONSENT AND AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 19th, 2020 • Haymaker Acquisition Corp. II • Blank checks
This CONSENT AND AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of November 18, 2020 (this “Amendment”), is made by and among Haymaker Acquisition Corp. II, a Delaware corporation (“Haymaker”), ARKO Corp., a Delaware corporation (“Parentco”), Punch US Sub, Inc., a Delaware corporation (“Merger Sub I”), Punch Sub Ltd., a company organized under the Laws of the State of Israel (“Merger Sub II”), and ARKO Holdings Ltd., a company organized under the Laws of the State of Israel (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among HAYMAKER ACQUISITION CORP. II, ARKO CORP., PUNCH US SUB, INC., PUNCH SUB LTD., and ARKO HOLDINGS LTD. Dated as of September 8, 2020Business Combination Agreement • September 9th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of September 8, 2020 (this “Agreement”), by and among Haymaker Acquisition Corp. II, a Delaware corporation (“Haymaker”), ARKO Corp., a Delaware corporation (“Parentco”), Punch US Sub, Inc., a Delaware corporation (“Merger Sub I”), Punch Sub Ltd., a company organized under the Laws of the State of Israel (“Merger Sub II”), and ARKO Holdings Ltd., a company organized under the Laws of the State of Israel (the “Company”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 9th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 8, 2020 (“Effective Date”), by and among ARKO Corp. (“Buyer”), Haymaker Acquisition Corp. II (“Haymaker”) and each of the entities that are parties hereto and listed on Exhibit B attached hereto (collectively, including the holders of Existing Ares Warrants and DK Blocker Seller, the “Sellers” and each, individually, a “Seller”). Buyer, Haymaker and Sellers are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein without definition herein shall have the meanings ascribed to such term in the Business Combination Agreement, dated as of the date hereof, by and among Buyer, Haymaker, Punch US Sub, Inc., Punch Sub Ltd. and ARKO Holdings Ltd. (“Arko”), as amended, restated, or otherwise modified from time to time (the “BCA”).
Arie Kotler Golden Beach, Florida 33160Voting Support Agreement • September 9th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to Morris Willner, an individual residing at 1926 Coffee Pot Boulevard NE, St. Petersburg, FL 33704, and Vilna Holdings (each, a “Willner Party” and collectively, the “Willner Parties”), in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and among Haymaker Acquisition Corp. II, a Delaware corporation (“HYAC”), ARKO Corp., a Delaware corporation (“Parentco”), ARKO Holdings Ltd., a company organized under the Laws of the State of Israel (the “Arko”), Punch US Sub, Inc., a Delaware corporation and Punch US Ltd., a company organized under the Laws of the State of Israel, relating to the proposed business combination between the Arko and HYAC. Unless otherwise defined herein, capitalized terms are used herein as defined in the BCA.
HAYMAKER ACQUISITION CORP. IIAdministrative Support Agreement • May 28th, 2019 • Haymaker Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. II (the “Company”) and Haymaker Sponsor II LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Haymaker Sponsor II LLC New York, NY 10019Voting Support and Waiver • September 9th, 2020 • Haymaker Acquisition Corp. II • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and among Haymaker Acquisition Corp. II, a Delaware corporation (“HYAC”), ARKO Corp. (“Parentco”), ARKO Holdings Ltd., a company organized under the Laws of the State of Israel (the “Company”), Punch US Sub, Inc., a Delaware corporation, and Punch Sub Ltd., a company organized under the Laws of the State of Israel, relating to the proposed business combination between the Company and HYAC. Unless otherwise defined herein, capitalized terms are used herein as defined in the BCA.
