FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2012, by and among Lehigh Gas Partners LP, a Delaware limited partnership (the “Partnership”), Joseph V. Topper, Jr., John B. Reilly, III, Lehigh Gas Corporation, a Delaware corporation, Kimber Petroleum Corporation, a New Jersey corporation, and Kwik Pik — Ohio Holdings, LLC, a Delaware limited liability company.
FORM OF OMNIBUS AGREEMENT BY AND AMONG LEHIGH GAS PARTNERS LP, LEHIGH GAS GP LLC, LEHIGH GAS CORPORATION, LEHIGH GAS-OHIO, LLC AND JOSEPH V. TOPPER, JR.Omnibus Agreement • July 3rd, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Omnibus Agreement is entered into on, and effective as of, , 2012 (the “Closing Date”), and is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the “MLP” or the “Partnership”), Lehigh Gas GP LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), Lehigh Gas Corporation, a Delaware corporation (“LGC”), and, for purposes of Article X only, Lehigh Gas-Ohio, LLC, a Delaware limited liability company (“LGO”), and, for purposes of Section 2.5 and Article X only, Joseph V. Topper, Jr. (“Topper”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF LEASE AGREEMENT (Non-Bifurcated)Lease Agreement • July 3rd, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
THIS LEASE AGREEMENT (this “Lease”), is made as of the day of , 2012, with an effective date of , 2012 (the “Effective Date”), by and between , LLC, a Delaware limited liability company, having its principal office at 702 Hamilton Street, Suite 203, Allentown, PA 18101 (“Landlord”) and Lehigh Gas — Ohio, LLC, a Delaware limited liability company, having its principal office at 702 Hamilton Street, Suite 203, Allentown, PA 18101 (“Tenant”).
FORM OF PMPA FRANCHISE AGREEMENT BETWEEN Lehigh Gas Wholesale LLC as the “Distributor”, with an address of: AND Lehigh Gas — Ohio, LLC as the “Franchise Dealer”, with an address of: EFFECTIVE DATE: , 2012 END DATE: , 2027 The Premises identified on...Franchise Agreement • July 3rd, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
This PMPA Franchise Agreement (“Agreement”) between the Distributor and Franchise Dealer, takes effect on the Effective Date (Distributor and Franchise Dealer are hereinafter collectively referred to as the “Parties”). Capitalized Terms are as identified on the cover page of this Agreement or as otherwise defined herein.
FORM OF MERGER, CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among LEHIGH GAS PARTNERS LP, LEHIGH GAS GP LLC, LEHIGH GAS CORPORATION, LEHIGH KIMBER REALTY, LLC, ENERGY REALTY OP LP, EROP — OHIO HOLDINGS, LLC, KWIK PIK REALTY — OHIO...Merger Agreement • July 3rd, 2012 • Lehigh Gas Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Merger, Contribution, Conveyance and Assumption Agreement, dated as of , 2012 (this “Agreement”), is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the “Partnership”), Lehigh Gas GP LLC, a Delaware limited liability company (the “General Partner”), Lehigh Gas Corporation, a Delaware corporation (“LGC”), Lehigh Kimber Realty, LLC, a Delaware limited liability company, Energy Realty OP LP, a Delaware limited partnership, EROP — Ohio Holdings, LLC, a Delaware limited liability company, Kwik Pik Realty — Ohio Holdings, LLC, a Delaware limited liability company, Kwik Pik — Ohio Holdings, LLC, a Delaware limited liability company, Kimber Petroleum Corporation, a New Jersey corporation, Lehigh Gas Wholesale Services, Inc., a Delaware corporation (“LGW”), Lehigh Gas Wholesale LLC, a Delaware corporation (“LG LLC”), John B. Reilly, III and Joseph V. Topper, Jr. The above named entities are sometimes referred to in this Agreement individually as a “Party” and collectiv
