RESTRICTED STOCK AGREEMENT PURSUANT TO THE OTG EXP, INC. 2016 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between OTG EXP Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the OTG EXP, INC. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
REGISTRATION RIGHTS AGREEMENT dated as of between OTG EXP, INC., OTG MANAGEMENT, INC. and OTG CONSOLIDATED HOLDINGS, INC. PageRegistration Rights Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2016, among OTG EXP, Inc., a Delaware corporation (the “Company”), OTG Management, Inc., a Pennsylvania corporation (“Management”), and OTG Consolidated Holdings, Inc., a Pennsylvania corporation (“Holdings” and, together with Management, the “Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
EXCHANGE AGREEMENT among OTG EXP, INC. OTG MANAGEMENT, LLC and THE MEMBERS OF OTG MANAGEMENT, LLC Dated as of ______________, 2016Exchange Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, 2016, by and between OTG EXP, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and __________, an individual (“Indemnitee”).
AMENDED AND RESTATED OPERATING AGREEMENT of OTG MANAGEMENT, LLC Dated as of , 2016Operating Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Amended and Restated Operating Agreement (this “Operating Agreement”) of OTG Management, LLC, a Delaware limited liability company ( the “Company”), dated as of , 2016, is made and entered into by OTG EXP, Inc., a Delaware corporation (“OTG EXP”), OTG Management, Inc., a Pennsylvania corporation (“Management, Inc.”), OTG Consolidated Holdings, Inc., a Pennsylvania corporation (“Holdings, Inc.”), HMP II Onshore OTG Investment, L.P., a Delaware limited partnership (“HMP II”) and Highbridge Principal Strategies - AP Mezzanine Partners II, L.P., a Delaware limited partnership (“Highbridge Mezzanine” and together with HMP II, the “Highbridge Members”), as Members. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
STOCKHOLDERS AGREEMENT dated as of between OTG EXP, INC. and ERIC J. BLATSTEIN and THE OTHER PARTIES SET FORTH ON THE SIGNATURE PAGES HERETOStockholders Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of , 2016, between OTG EXP, Inc., a Delaware corporation (the “Company”), Eric J. Blatstein (“Blatstein”), OTG Management, Inc., a Pennsylvania corporation (“Management”), and OTG Consolidated Holdings, Inc., a Pennsylvania corporation (“Holdings” and, together with Blatstein, Management and all other Persons who become party hereto in accordance with this Agreement, the “Stockholders”).
●] Shares OTG EXP, Inc. Class A Common Stock (Par Value $0.01 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with OTG EXP, Inc., a Delaware corporation (the “Company”), and OTG Management, LLC, a Delaware limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Credit Suisse (the “Underwriters”), of shares of Class A common stock of the Company, par value $0.01 per share, (the “Class A Common Stock”).
TAX RECEIVABLE AGREEMENT BY AND AMONG OTG EXP, INC., OTG MANAGEMENT, LLC, AND CERTAIN OTHER PARTIES __________, 2016Tax Receivable Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2016, is hereby entered into by and among OTG EXP, Inc., a Delaware corporation (the “Corporation”), OTG Management, LLC, a Delaware limited liability company (“OTG Management”), and each Person listed on Exhibit A hereto (each such Person listed on Exhibit A hereto, a “Beneficiary”).
