INDEMNIFICATION AGREEMENTIndemnification Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ___________, by and between ARKO CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware
This REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made as of December 22, 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.
CLASS A PREFERRED UNIT PURCHASE AGREEMENTClass a Preferred Unit Purchase Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware
THIS CLASS A PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 17, 2020 (the “Effective Date”), by and between AIM Investment Funds (Invesco Investment Funds), on behalf of its series Invesco SteelPath MLP Select 40 Fund (“Select 40 Fund”), AIM Investment Funds (Invesco Investment Funds), on behalf of its series Invesco SteelPath MLP Income Fund (“Income Fund” and, together with Select 40 Fund, the “Sellers”), and GPM Investments, LLC, a Delaware limited liability company (the “Buyer”). The Sellers and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition have the meanings assigned to such terms in the Partnership Agreement (as defined below).
CLASS AQ UNIT PURCHASE AGREEMENTClass Aq Unit Purchase Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware
THIS CLASS AQ UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 18, 2020 (the “Effective Date”), by and between Fuel USA, LLC, a Delaware limited liability company (the “Seller”), and GPM Investments, LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition have the meanings assigned to such terms in the Partnership Agreement (as defined below).
CLASS X UNIT PURCHASE AGREEMENTClass X Unit Purchase Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • Delaware
THIS CLASS X UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 18, 2020 (the “Effective Date”), by and between Riiser Fuels, LLC, a Delaware limited liability company (the “Seller”), and GPM Investments, LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition have the meanings assigned to such terms in the Partnership Agreement (as defined below).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 31st, 2020 • ARKO Corp. • Retail-convenience stores • New York
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 22, 2020, by and among Haymaker Acquisition Corp. II, a Delaware corporation (the “Company”), ARKO Corp., a Delaware corporation (“Parentco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
