Exhibit 10.1
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) is entered into as of March 26, 2024 (the “Effective Date”) by and among TRANSIT ENERGY GROUP, LLC, a Delaware limited liability company (“Transit”) and the entities listed on Schedule I attached to the Purchase Agreement, as hereinafter defined (collectively, “Seller”), GPM INVESTMENTS, LLC, a Delaware limited liability company (“GPMI”), GPM EMPIRE, LLC, a Delaware limited liability company (“GPME”), GPM SOUTHEAST, LLC, a Delaware limited liability company (“GPMSE”), GPM TRANSPORTATION COMPANY, LLC, a Delaware limited liability company (“GPM Transportation”) and, solely with respect to the Supplier Based Intangibles, GPM Petroleum, LLC, a Delaware limited liability company (“GPMP,” and collectively with GPMI, GPME, GPM Transportation, and GPMSE, “Buyer”) and ARKO Corp, a Delaware corporation, solely with respect to Section 5 of this Amendment (“ARKO”). Seller and Buyer are collectively referred to herein as the “Parties,” and each, a “Party.”
RECITALS:
AGREEMENT:
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
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Seller hereby represents and warrants to Buyer that: (i) Transit owns, of record and beneficially, all of the Issued Installment Shares free and clear of all Encumbrances, and, upon consummation of the Installment Shares Closing, ARKO shall be the sole owner of record and beneficially of all of the Issued Installment Shares, free and clear of all Encumbrances (other than any Encumbrances that may be created by or arise from any act, contract or obligation of Buyer or ARKO); and (ii) consummation of the transactions contemplated by this Amendment, including the Installment Shares Closing, will not violate, breach or otherwise contravene the provisions of (a) any Contract to which Seller or any of its Affiliates is a party or beneficiary or by which such any such Person or its properties or assets is subject or (b) any preemptive or similar rights of any Person. Seller further hereby represents and warrants to Buyer that: (i) TEGGV, LLC, one of the Seller entities, has been dissolved and is therefore no longer in existence; (ii) Seller has all necessary limited
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liability company power and authority to enter into this Amendment, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; (iii) the execution and delivery by Seller of this Amendment, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Seller; and (iv) this Amendment has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Amendment constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
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[Signature Page Follows]
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IN WITNESS WHEREOF, each Party has each caused this Amendment to be executed as of the date first above written.
SELLER:
TRANSIT ENERGY GROUP, LLC
By: /s/ Rahman D'Argenio
Name: Rahman D'Argenio
Title: Authorized Signatory
ENERGY DISTRIBUTORS, LLC
By: /s/ Rahman D'Argenio
Name: Rahman D'Argenio
Title: Authorized Signatory
ENERGY CARRIERS, LLC
By: /s/ Rahman D'Argenio
Name: Rahman D'Argenio
Title: Authorized Signatory
FLASH MARKET, LLC
By: /s/ Rahman D'Argenio
Name: Rahman D'Argenio
Title: Authorized Signatory
ROSE OIL COMPANY, LLC, LLC
By: /s/ Rahman D'Argenio
Name: Rahman D'Argenio
Title: Authorized Signatory
[Signature Page to Amendment No. 2 to Asset Purchase Agreement]
BUYER:
GPM INVESTMENTS, LLC
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Maury Bricks
Name: Maury Bricks
Title: General Counsel
GPM EMPIRE, LLC
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Maury Bricks
Name: Maury Bricks
Title: General Counsel
GPM SOUTHEAST, LLC
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Maury Bricks
Maury Bricks
Title: General Counsel
GPM TRANSPORTATION COMPANY, LLC
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Maury Bricks
Maury Bricks
Title: General Counsel
[continues on following page]
[Signature Page to Amendment No. 2 to Asset Purchase Agreement]
GPM PETROLEUM, LLC
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Maury Bricks
Name: Maury Bricks
Title: General Counsel
ARKO IS SIGNING BELOW SOLELY TO
CONFIRM ITS ACKNOWLEDGEMENT AND
AGREEMENT TO THE PROVISIONS OF
SECTION 5 OF THIS AMENDMENT:
ARKO CORP.
By: /s/ Arie Kotler
Name: Arie Kotler
Title: CEO
By: /s/ Maury Bricks
Name: Maury Bricks
Title: General Counsel
[Signature Page to Amendment No. 2 to Asset Purchase Agreement]