PURCHASE AGREEMENT by and among GROUP 1 AUTOMOTIVE, INC., GPB PORTFOLIO AUTOMOTIVE, LLC, CAPSTONE AUTOMOTIVE GROUP, LLC, CAPSTONE AUTOMOTIVE GROUP II, LLC, AUTOMILE PARENT HOLDINGS, LLC, AUTOMILE TY HOLDINGS, LLC and PRIME REAL ESTATE HOLDINGS, LLC...Purchase Agreement • May 13th, 2022 • GPB Holdings II, LP • Delaware
This PURCHASE AGREEMENT, dated as of September 12, 2021 (this “Agreement”), is made by and among Group 1 Automotive, Inc., a Delaware corporation (the “Purchaser”), GPB Portfolio Automotive, LLC, a Delaware limited liability company, Capstone Automotive Group, LLC, a Delaware limited liability company, Capstone Automotive Group II, LLC, a Delaware limited liability company, Automile Parent Holdings, LLC, a Delaware limited liability company, and Automile TY Holdings, LLC, a Delaware limited liability company (each, a “Seller” and collectively, the “Sellers”), and Prime Real Estate Holdings, LLC, a Delaware limited liability company (the “Real Estate Equity Seller”). The Sellers and the Real Estate Equity Seller are collectively referred to herein as the “Seller Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.01.
CREDIT AND GUARANTY AGREEMENT dated as of September 30, 2021 among HPI HOLDCO, LLC, as Borrower HPI HOLDINGS, LLC, as Holdings CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, VARIOUS LENDERS, and CRESTLINE DIRECT FINANCE, L.P. as Administrative...Lease Agreement • May 13th, 2022 • GPB Holdings II, LP • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2021 (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”), is entered into by and among HPI HOLDCO, LLC, a Delaware limited liability company (“Borrower”), HPI HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and certain Subsidiaries of Holdings, as Guarantors, the Lenders party hereto from time to time and CRESTLINE DIRECT FINANCE, L.P. (“Crestline”), as Administrative Agent (in such capacity, together with its successors and permitted assigns “Administrative Agent”), Collateral Agent (in such capacity, together with its successors and permitted assigns, “Collateral Agent”) and Sole Lead Arranger (in such capacity, together with its successors and assigns, “Sole Lead Arranger”).
ASSET PURCHASE AGREEMENT by and between GREENWAVE ENERGY, LLC and UNITED ENERGY TRADING, LLC Dated as of January 31, 2022Asset Purchase Agreement • May 13th, 2022 • GPB Holdings II, LP • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 31, 2022, by and between Greenwave Energy, LLC, a Delaware limited liability company (“Seller”), on the one hand, and United Energy Trading, LLC, a North Dakota limited liability company (“Buyer”), on the other hand. For purposes of this Agreement, Seller and Buyer each may be referred to as a “Party” and together as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among HPI HOLDINGS, LLC, AHS GRANITE MERGER SUB, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC (solely in its capacity as Stockholders’ Representative) and ADVANTEDGE HEALTHCARE HOLDINGS, INC. September 30, 2021Service Agreement • May 13th, 2022 • GPB Holdings II, LP • Delaware
THIS AGREEMENT AND PLAN OF MERGER (including all Schedules and Exhibits attached hereto, this “Agreement”), dated as of September 30, 2021, is entered into by and among HPI Holdings, LLC, a Delaware limited liability company (“Parent”), AHS Granite Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholders’ Representative”), solely in its capacity as the representative, agent and attorney- in-fact of the Company Stockholders (as defined below), and ADVANTEDGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (the “Company”). Parent, Merger Sub, the Stockholders’ Representative (solely in its capacity as such) and the Company may be referred to herein, collectively, as the “Parties,” and each, individually, as a “Party.”
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPB HOLDINGS II, LP (A Delaware Limited Partnership)Fourth • May 13th, 2022 • GPB Holdings II, LP • Delaware
THE LIMITED PARTNERSHIP UNITS (THE "UNITS") OF GPB HOLDINGS II, LP, (THE "PARTNERSHIP") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (i) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (ii) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. THEREFORE, PURCHASERS OF THE UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ALLIANCE INTERMEDIATE HOLDCO, LLC, ALLIANCE PHYSICAL THERAPY PARTNERS, LLC, HIGHLINE MANAGEMENT INC., and ALLIANCE PT BUYER, INC. Dated as of November 15, 2021Membership Interest Purchase Agreement • May 13th, 2022 • GPB Holdings II, LP • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of November 15, 2021, by and among Alliance Intermediate Holdco, LLC, a Delaware limited liability company (the “Company”), Alliance Physical Therapy Partners, LLC, a Delaware limited liability company (“Seller”), Alliance PT Buyer, Inc., a Delaware corporation (“Buyer”), and Highline Management Inc., a Delaware corporation, in its capacity as the Seller’s Representative (the “Seller’s Representative”) (the foregoing parties, collectively, the “Parties” and each a “Party”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 13th, 2022 • GPB Holdings II, LP • Delaware
This SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (“Agreement”) was initially executed as of the 1st day of January 2020, was amended and restated as of May 15, 2020, and is hereby being amended and restated as of the 1st day of August, 2021, by and among GPB Capital Holdings, LLC, a Delaware limited liability company with offices located currently at 535 West 24th Street, 6th floor, New York, New York 10011 (“Company”), and its wholly-owned subsidiary, Highline Management Inc., a Delaware corporation with offices located currently at 535 West 24th Street, 6th floor, New York, New York 10011 (“Service Provider”), which has a Board of Directors (“Board”). The Company and the Service Provider are the parties (“Parties” and each a “Party”) to this Agreement.
