These materials may also be requested in print by writing to our Secretary at ARKO Corp., 8565 Magellan
Parkway, Suite 400, Richmond, VA 23227.
Certain Relationships and Related Party Transactions
Private Placement
On November 18, 2020, we entered
into a subscription agreement (the Subscription Agreement) with MSD Special Investments Fund, L.P., MSD SIF Holdings, L.P., MSD Credit Opportunity Master Fund, L.P., MSD Private Credit Opportunity Master Fund 2, L.P., Lombard
International Life Ltd., on behalf of its Segregated Account BIGVA005, and MSD SBAFLA Fund, L.P. (collectively, the PIPE Investors) pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and we
agreed to issue and sell to such investors, 700,000 shares of our Series A convertible preferred stock, par value $0.0001 per share (the Series A Convertible Preferred Stock and such shares of common stock underlying the Series A
Convertible Preferred Stock, the PIPE Shares), at a price per share of $100.00, and up to an aggregate of an additional 300,000 shares of Series A Convertible Preferred Stock (the Additional Preferred Shares) if, and to the
extent, we exercised our right to sell such additional shares (the PIPE Investment). The conditions to completing the PIPE Investment under the Subscription Agreement included a condition that all conditions to the closing of the
Business Combination shall have been satisfied or waived.
The PIPE Investment closed immediately prior to the Business Combination closing and we
exercised our right to sell the Additional Preferred Shares resulting in the purchase by the PIPE Investors of a total of 1,000,000 shares of the Series A Convertible Stock. The shares of Series A Convertible Preferred Stock were issued in reliance
on the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act). The PIPE Investors executed joinders and became parties to the Registration Rights and
Lock-Up Agreement described below.
GPM Equity Purchase Agreement
Contemporaneously with the execution of the Business Combination Agreement (that certain Business Combination Agreement, dated as of September 8, 2020 (as
amended by the Consent and Amendment No. 1 to the Business Combination Agreement, dated November 18, 2020)), we, Haymaker, and the GPM Minority Investors (as defined below) entered into the GPM Equity Purchase Agreement, pursuant to which,
among other things, on the Business Combination closing date we purchased from GPM Owner, LLC, GPM HP SCF Investor, LLC, ARCC Blocker II LLC, CADC Blocker Corp., Ares Centre Street Partnership, L.P., Ares Private Credit Solutions, L.P., Ares PCS
Holdings Inc., Ares ND Credit Strategies Fund LLC, Ares Credit Strategies Insurance Dedicated Fund Series Interests of SALI Multi-Series Fund, L.P., Ares SDL Blocker Holdings LLC, Ares SFERS Credit Strategies Fund LLC, Ares Direct Finance I LP and
Ares Capital Corporation (collectively, the GPM Minority Investors), all of their (a) direct and indirect membership interests in GPM, including, in the case of GPM Owner, LLC, the purchase of the stock of GPM Holdings, Inc., (b)
warrants, options or other rights to purchase or otherwise acquire securities of GPM, equity appreciation rights or profits interests relating to GPM, except in connection with the exchange of the new Ares warrants, and (c) obligations,
evidences of indebtedness or other securities or interests, but only to the extent convertible or exchange into securities described in clauses (a) or (b), including their respective membership interests (the Equity Securities). In
exchange for the Equity Securities, the GPM Minority Investors received approximately 33,772,660 shares of our common stock.
Voting Letter Agreement
In connection with the transactions contemplated by the Business Combination Agreement, Arie Kotler, Morris Willner, WRDC Enterprises and Vilna
Holdings entered into a letter agreement (the Voting Letter Agreement). Pursuant to the Voting Letter Agreement, until the seventh anniversary of the Business Combinations closing, each of Mr. Willner and Vilna Holdings (each,
a Willner Party) will vote, or cause to be voted, all shares of our
17