EX-10.1
from 10-Q
6 pages
Confidential Amendment No. 1 to Stockholders Agreement Whereas, Each of the Parties Hereto, Including the Company, the Getty Family Stockholders, the Koch Stockholders, the Sponsor Stockholders and Certain Other Stockholders (Collectively, the "Stockholders") Is Party to That Certain Stockholders Agreement of the Company, Dated as of December 9, 2021 (As Amended From Time to Time, the "Stockholders Agreement"); Whereas, Pursuant to Section 8.3 of the Stockholders Agreement, the Stockholders Agreement May Be Amended, Modified or Supplemented by a Written Instrument Signed by (A) the Company and (B) Each of the Getty Family Stockholders, Koch Stockholders, and Sponsor Stockholders, in Each Case Only to the Extent Such Stockholder Party (Or Its Applicable Nominator) Is Entitled to Designate at Least One Director to the Board, as Provided Under the Stockholder Agreement and (C) Any Stockholder Party That Is Materially and Adversely Affected by Such Amendment, Modification or Supplement in a Manner That Is Disproportionate to the Other Parties, Upon Obtaining the Consent of Such Other Stockholder Parties; Whereas, Section 8.3 of the Stockholder Agreement Further Provides That, Upon Obtaining Such Consents, (I) Any Such Amendment, Modification, or Supplement May Be Implemented and Reflected in a Written Instrument Executed Solely by the Company and the Consenting Stockholder Parties, and (II) Each Other Stockholder Party Shall Be Deemed a Party to and Bound by Such Amendment, Modification, or Supplement Without Any Further Action or Execution; Whereas, Section 8.3 of the Stockholder Agreement Also Provides That, Notwithstanding the Foregoing, Any Amendment, Modification, Supplement or Change to Any Provision Relating to the Getty Family Stockholders, Koch Stockholders, or Sponsor Stockholders or Their Respective Rights or Obligations Under the Stockholders Agreement, Shall Require the Consent of Such Stockholders, as Applicable; And
12/34/56
