MERGER AND WARRANT EXERCISE AGREEMENTMerger and Warrant Exercise Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Merger and Warrant Exercise Agreement (the “Agreement”) is made and entered into as of _____________, 2016, by and among OTG EXP, Inc., a Delaware corporation (“Parent”), OTG Management, LLC, a Delaware limited liability company (the “LLC”), OTG HB1 Merger Sub, Corp., a Delaware corporation (“Merger Sub 1”), OTG HB2 Merger Sub, Corp., a Delaware corporation (“Merger Sub 2”), HMP II Onshore OTG Investment, L.P., a Delaware limited partnership (“Non-Blocker 1”), Highbridge Principal Strategies – AP Mezzanine Partners II, L.P., a Delaware limited partnership (“Non-Blocker 2” and, together with Non-Blocker 1, the “Continuing LLC Owners”), HMP II Offshore OTG Investment, L.P., a Cayman Islands limited partnership (“Blocker 1”), HMP II Institutional OTG Investment, L.P., a Cayman Islands limited partnership (“Blocker 2” and, together with Blocker 1, the “Blockers” and, together with the Continuing LLC Owners, the “Warrantholders”), each entity listed on Schedule I (each, a “Highbridge S
