ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 3rd, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
This Asset Purchase Agreement (this “Agreement”), dated as of December 30, 2016, is entered into between (i) Global Montello Group Corp., a Delaware corporation (“GMG”), and Global Energy Marketing LLC, a Delaware limited liability company, (“GEM” and, together with GMG, each a “Seller” and, together, the “Sellers”), on the one hand, and (ii) Sprague Operating Resources LLC, a Delaware limited liability company, (“Sprague Operating”), and Sprague Energy Solutions Inc., a Delaware corporation (“Sprague Energy” and, together with Sprague Operating, each a “Buyer” and, together, the “Buyers”), on the other hand. For purposes of the Global GP Provisions (as defined below) only, Global GP LLC, a Delaware limited liability company that employs the Business Employees (as defined below) (“Global GP”) joins in this Agreement. For purposes of the guarantees set forth on the signature pages hereto, Global Partners LP, a Delaware limited partnership (“Global Partners”), and Sprague Resources LP, a
