ESCROW AGREEMENTEscrow Agreement • March 24th, 2022 • Sinclair Companies • Pipe lines (no natural gas) • New York
This ESCROW AGREEMENT, dated as of March 14, 2022 (together with Schedule A hereto, this “Agreement”), is by and among The Sinclair Companies, a Wyoming corporation, with principal offices located at 550 East South Temple, Salt Lake City, Utah 84102 (“Sinclair HoldCo”); HF Sinclair Corporation (f/k/a Hippo Parent Corporation), a Delaware corporation, with principal offices located at 2828 North Harwood Street, Suite 1300, Dallas, Texas 75201 (“HFS”); and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (“Escrow Agent”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • March 24th, 2022 • Sinclair Companies • Pipe lines (no natural gas)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • June 14th, 2024 • REH Co • Pipe lines (no natural gas)
The undersigned acknowledge and agree that the foregoing Amendment No. 23 to the statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, with respect to the common stock in HF Sinclair Corporation deemed to be beneficially owned by each of them, as applicable, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she or it knows or has reason to believe that such information is inaccurate.
Joinder AgreementJoinder Agreement • June 14th, 2024 • REH Co • Pipe lines (no natural gas)
This JOINDER AGREEMENT (“Joinder”), dated June 14, 2024, is executed by REH Advisors Inc. (the “Transferee”) and by REH Company (the “Transferor”) pursuant to the terms of the Stockholders Agreement, dated as of August 2, 2021 (the “Stockholders Agreement”), by and among Hippo Parent Corporation, a Delaware corporation (the “Company”), The Sinclair Companies, a Wyoming corporation (“Sinclair HoldCo”), and each other stockholder set forth on Schedule I thereto, as may be amended from time to time (each, together with Sinclair HoldCo, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Stockholders Agreement.
