the Election Period. Upon receipt of such notice, New Parent will have the option to either purchase the Ares Shares for cash, or in lieu of such purchase, New Parent may issue additional shares
of New Parent Common Stock (the Additional Shares) to Ares (with the value based on the New Parent VWAP) in an amount sufficient so that the value of the Ares Shares and the Additional Shares, and any dividends, distributions, or other
payments received in respect of the Ares Shares or Ares membership interest in GPM collectively equal $27,294,054, or to the extent that Ares has transferred a portion, but not all of the Ares Shares, the applicable pro rata amount thereof,
based on the New Parent VWAP. The Put Price shall be adjusted proportionately to reflect any stock split, reverse stock split, or other similar adjustment in respect of the New Parent Common Stock during the Holding Period. The Ares Right will
automatically expire upon the earliest of (a) if during the period between the Closing Date and the Trigger Date (the Holding Period), the shares of New Parent Common Stock trade at a sale price of at least 105% of the Put Price on
any 20 trading days within any 30 trading day period (such 30 day period, the Sale Window); provided that (a) during such 20 trading days the average number of shares of New Parent Common Stock traded per trading day is at least
1.25 million and (b) the Ares Shares are freely tradeable during the entirety of the Sale Window, (ii) if Ares sells or otherwise transfers any of the Ares Shares during the Holding Period to a party that is not an affiliate or a
fund, investment vehicle or other entity that is controlled managed or advised by Ares or any of its affiliates, or (c) Ares does not provide the notice of exercise of the Ares Right within the Election Period.
At the closing of the Business Combination, Ares will exchange its warrants to acquire membership interest in GPM (the Existing Ares
Warrants) for warrants to purchase 1.1 million shares of New Parent Common Stock for an exercise price of $10.00 per share, with an exercise period of 5 years from the Closing Date (the New Ares Warrants).
For purposes of the Ares Right, New Parent VWAP is defined as the volume weighted average price of New Parent Common Stock for a 30-day trading day period ending on the Trigger Date (or, if the Trigger Date is not a trading day, ending on the trading day immediately preceding the Trigger Date), on Nasdaq or other stock exchange or, if not
then listed, New Parents principal trading market, in any such case, as reported by Bloomberg or, if not available on Bloomberg, as reported by Morningstar.
Voting Support Agreements
In connection
with the execution of the Business Combination Agreement, Haymaker entered into the Voting Support Agreements (each, a Voting Support Agreement and collectively, the Voting Support Agreements), one with Morris Willner, WRDC
Enterprises and Vilna Holdings, and one with Arie Kotler, KMG Realty LLC, and Yahli Group Ltd. (together with Morris Willner and Vilna Holdings, the Voting Support Shareholders). Pursuant to the Voting Support Agreements, the Voting
Support Shareholders, as Arko shareholders, have agreed, subject to certain exceptions, to vote all of their Arko Ordinary Shares (a) in favor of the approval and adoption of the Business Combination Agreement, the GPM Equity Purchase
Agreement, and related transaction documents, (b) in favor of any matter reasonably necessary to the consummation of the Business Combination and considered and voted upon by Arko, (c) in favor of any proposal to adjourn or postpone to a
later date any meeting of the shareholders of Arko at which any of the foregoing matters are submitted for consideration and vote of the Arko shareholders if there are not sufficient votes for approval of any such matters on the date on which the
meeting is held, and (d) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent, impede, delay
or adversely affect in any material respects the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be
consummated.
Additionally, each of Arie Kotler and Morris Willner has agreed for himself, and on behalf of any affiliates holding Arko Ordinary Shares,
to elect either Option A or Option B. Each of Mr. Kotler and Mr. Willner has also agreed to not to, among other things, sell, assign, transfer, or dispose of any of the Arko Ordinary Shares they hold.
Sponsor Support Agreement
Concurrently
with the execution of the Business Combination Agreement, New Parent entered into the Sponsor Support Agreement with the Sponsor, and for purposes of Section 6 and Section 12 thereof, Andrew R. Heyer and Steven J. Heyer, pursuant to which
the Sponsor has agreed to vote all of its shares of Haymaker common stock (a) in favor of the approval and adoption of the Business Combination Agreement, GPM Equity Purchase Agreement, and other transaction documents, (b) in favor of any
other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement, and (c) against at any action, agreement or transactions (other than the Business Combination Agreement and the
transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent or materially delay the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in
failure of the transactions contemplated by the Business Combination to be consummated. In addition, the Sponsor, Andrew R. Heyer and Steven J. Heyer (each, a Specified Holder) have agreed to vote, or cause to be voted, all shares of New
Parent Common Stock owned beneficially or of record, whether directly or indirectly, by such Specified Holder or any of its affiliates, or over which such Specified Holder or any of its affiliates maintains or has voting control, directly or
indirectly, in favor of Arie Kotler if he is a nominee for election to the board of directors of New Parent from the Closing for a period of up to seven years following of the Closing, subject to certain exceptions contained in the Sponsor Support
Agreement.