AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 2, 2022 BY AND AMONG SPRAGUE HP HOLDINGS, LLC, SPARROW HP MERGER SUB, LLC, SPRAGUE RESOURCES LP, AND SPRAGUE RESOURCES GP LLCAgreement and Plan of Merger • June 2nd, 2022 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2022 (this “Agreement”), is by and among Sprague HP Holdings, LLC, a Delaware limited liability company and sole member of Merger Sub (“Parent”), Sparrow HP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), and Sprague Resources GP LLC, a Delaware limited liability company (the “Partnership GP” and, together with the Partnership, the “Partnership Parties”). Each of Parent, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.
