VOTING SUPPORT AGREEMENT
VOTING SUPPORT AGREEMENT, dated as of September 8, 2020 (this Agreement), by and among HAYMAKER ACQUISITION CORP. II, a Delaware corporation (HYAC), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a Shareholder and, collectively, the Shareholders).
WHEREAS, HYAC, Arko Holdings Ltd. (the Company), ARKO Corp. (Parentco), Punch US Sub, Inc. (Merger Sub I), and Punch Sub Ltd. (Merger Sub II) propose to enter into, concurrently herewith, a business combination agreement (the BCA; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA), a copy of which has been made available to each Shareholder, which provides, among other things, that, upon the terms and subject to the conditions thereof, HYAC, the Company, Merger Sub I and Merger Sub II shall enter into a business combination;
WHEREAS, as of the date hereof, each Shareholder owns of record or beneficially the number of Company Shares as set forth opposite such Shareholders name on Exhibit A hereto (all such Company Shares or other Company securities of which ownership of record or the power to vote is now held or hereafter acquired by the Shareholders prior to the termination of this Agreement being referred to herein as the Shares);
WHEREAS, the Company Board has provided the Company Board Approval; and
WHEREAS, in order to induce Parentco, HYAC, Merger Sub I and Merger Sub II to enter into the BCA, the Shareholders are executing and delivering this Agreement to HYAC.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Agreement to Vote. Each Shareholder, by this Agreement, solely with respect to such Shareholders Shares and in such Shareholders capacity as a shareholder of the Company, severally and not jointly, hereby agrees (and agrees to execute such documents or certificates evidencing such agreement as HYAC may reasonably request in connection therewith), if (and only if) each of the Approval Conditions shall have been met, to vote, in person, by proxy or voting card (and to be counted as present thereat for purposes of calculating a quorum), at any meeting of the shareholders of the Company (including any adjournment or postponement thereof), and in any action by written consent of the shareholders of the Company, all of such Shareholders Shares (a) in favor of the approval and adoption of the BCA, the Transaction Documents, and the transactions contemplated by the BCA and the Transaction Documents, including the Second Merger, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the BCA and considered and voted upon by the shareholders of the Company, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against any action, agreement or transaction (other than the BCA or the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent, impede, delay, or adversely affect in any material respect the transactions contemplated by the BCA or any Transaction Document or (ii) result in the failure