CLASS X UNIT PURCHASE AGREEMENT
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).
WHEREAS, GPM Petroleum GP, LLC, a Delaware limited liability company (the General Partner), is a wholly owned subsidiary of the Buyer and the sole general partner of GPM Petroleum LP, a Delaware limited partnership (the Partnership);
WHEREAS, the General Partner, the Seller, and the Buyer are parties to that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership dated December 3, 2019 (the Partnership Agreement);
WHEREAS, Seller owns 312,988 Class X units in the Partnership, but is retaining 69,188 Class X Units (the Pledged Units) which have been pledged to GPM Southeast, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Buyer (GPMSE), pursuant to that certain Unit Pledge and Security Agreement by the Seller in favor of GPMSE (as amended and/or modified from time to time, the Pledge Agreement), dated as of December 3, 2019 (the remaining 243,800 Class X Units shall be referred to herein as the Purchased Interest); and
WHEREAS, the Buyer desires to purchase all of the Purchased Interest from the Seller, and the Seller desires to sell the Purchased Interest to the Buyer, all on the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, Haymaker Acquisition Corp. II, a Delaware corporation (the Issuer), entered into the Business Combination Agreement, dated as of September 8, 2020, as amended, restated, or otherwise modified from time to time (the Business Combination Agreement) for a business combination (the Business Combination Transaction) with ARKO Corp., a Delaware corporation (New Parent), Punch US Sub, Inc., a Delaware corporation, Punch Sub Ltd., a company organized under the laws of the State of Israel, and ARKO Holdings Ltd., a company organized under the laws of the State of Israel;
NOW, THEREFORE, in consideration of the premises, representations and warranties and mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Purchase and Sale. Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from Seller, all right, title and interest of Seller in and to the Purchased Interest, free and clear of all liens, claims, restrictions and other encumbrances other than those arising under the Partnership Agreement. At the Closing (as defined herein), Seller and the Buyer shall execute and deliver an Assignment and Assumption of Class X Units in the form attached hereto as Exhibit A (an Assignment and Assumption Agreement).