Common use of BRANDS AND TRADE NAMES Clause in Contracts

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to Franchisee, for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by Franchisee of products acquired under CITGO’s brand names. (a) CITGO reserves the right to control fully the quality and branding of products which may, from time to time, be sold and/or distributed under CITGO’s brands and trade names, including the right to terminate or add to such products, or to change the name or names of any products. Franchisee shall sell all branded products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. Franchisee shall not change or alter by any means whatsoever the nature, quality or appearance of any of the products purchased hereunder. However, if Franchisee elects to sell product(s) not purchased or acquired under this Agreement, Franchisee shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such product(s). CITGO’s “brand names and trademarks,” as used herein, include CITGO’s logos, brand identification, product and service advertising, credit cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of sale material, buildings, signs, pumps and other equipment. Any other product(s) shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification, used on identical or similar product(s) to make it unmistakably clear that CITGO brand product(s) are not sold and to preclude any likelihood of confusion, mistake or deception of the public. As an example, but not by way of limitation, if a Franchisee sells from a product dispenser a fuel which was not purchased or acquired under this Agreement, the Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification with the following designation in print at least comparable in size to the largest CITGO identification which is being used on any similar product dispenser: “NO BRAND, THIS IS NOT A CITGO PRODUCT.” Franchisee agrees that if a customer of the Franchisee requests a CITGO product(s) and such product(s) is not available, the customer of the Franchisee will be orally advised by the Franchisee that such CITGO product(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of Franchisee’s purchase, storage or sale of non-CITGO products. (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and that CITGO’s requirements as herein stated relating to the use of such identification and distributor’s advertising (to include motor vehicles and dispensing equipment) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. (c) All signs, poles and identification items furnished or leased to Franchisee by CITGO, for display at premises through which Franchisee supplies products for resale, shall be erected, installed and maintained in accordance with CITGO’s specifications, shall remain the property of CITGO and shall be detached by the Franchisee, or by CITGO (at Franchisee’s expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any time. Franchisee understands and agrees that CITGO identification items will only be provided for those premises that fulfill CITGO’s standards and requirements. Therefore, Franchisee shall not make available or erect any such CITGO identification, items at any location that has not been approved in writing by CITGO nor shall Franchisee relocate any CITGO identification items without CITGO’s prior written consent. Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO retains title and all ownership rights in all such signs, poles and identification items. Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal, of all signs, poles and identification items furnished or leased to Franchisee by CITGO. (d) In the event that Franchisee terminates this Agreement, or breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s or its customers’ service stations and convenience stores (the “Branding Costs”). The amount of Branding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, the numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to the Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that the station/store was approved by CITGO as a CITGO branded outlet.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to Franchisee, MARKETER for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by Franchisee MARKETER of products acquired under CITGO’s brand namesCITGO Motor Fuels. (a) a. CITGO reserves the right to control fully the quality and branding of products CITGO Motor Fuels which may, from time to time, may be sold and/or distributed under CITGO’s brands and trade names, including . This includes the right to terminate or add types of Motor Fuel(s) to such productsthose which are currently available for purchase from CITGO, or to change the name or names of any productsCITGO Motor Fuels. Franchisee MARKETER shall sell offer for sale all branded products CITGO Motor Fuels that are delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. Franchisee MARKETER shall not adulterate, change or alter by any means whatsoever the nature, quality or appearance of any of the products Motor Fuels purchased hereunder. However, if Franchisee . b. If MARKETER elects to sell product(sMotor Fuel(s) not purchased or acquired under this Agreement, Franchisee MARKETER shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such product(sMotor Fuel(s). CITGO’s “brand names and trademarks,” as used herein, include CITGO’s logos, brand identification, product and service advertising, credit payment cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of sale purchase (“POP”) material, buildings, signs, pumps and other equipment. . c. Any other product(s) non-CITGO Motor Fuels sold by or through MARKETER shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification, used on identical or similar product(s) identification in order to make it unmistakably clear that CITGO brand product(s) such Motor Fuels are not sold and CITGO Motor Fuels; the intent of this requirement is to preclude any likelihood of public confusion, mistake or deception of the publicdeception. As an example, but not by way of limitation, if a Franchisee MARKETER sells Motor Fuel(s) from a product dispenser a fuel which was not purchased or acquired under this Agreement, the Franchisee MARKETER shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification with the following identification. The designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification which is being used on any similar product Motor Fuel(s) dispenser: “NO BRAND, THIS IS NOT A CITGO PRODUCT.” Franchisee d. MARKETER agrees that if a customer of the Franchisee MARKETER requests a CITGO product(sMotor Fuel(s) and such product(sMotor Fuel(s) is not available, the customer of the Franchisee MARKETER will be orally advised by the Franchisee MARKETER that such CITGO product(sMotor Fuel(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of Franchisee’s purchase, storage or sale of non-CITGO products. (b) Franchisee e. MARKETER recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and that CITGO’s the requirements as herein stated relating to the use of such identification and distributor’s identification, including their incorporation in any advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment) ), are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the Franchisee MARKETER to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. (c) f. All signs, poles and identification items (collectively, “CITGO Branding Material”) furnished or leased to Franchisee MARKETER by CITGO, CITGO for display at premises locations through which Franchisee MARKETER supplies products CITGO Motor Fuels for resale, shall be erected, installed and maintained in accordance with CITGO’s image specifications, . MARKETER shall remain the property bear all responsibility for costs involved in such maintenance and repair of CITGO and shall be detached by the FranchiseeBranding Material, or by CITGO (at Franchisee’s expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at as well as any time. Franchisee removal costs. g. MARKETER understands and agrees that CITGO identification items Branding Material will only be provided for to those premises Locations that fulfill CITGO’s image standards and requirements. Therefore, Franchisee MARKETER shall not make available or erect any such CITGO identification, items Branding Material at any location that has not been approved in writing by CITGO nor shall Franchisee MARKETER relocate any CITGO identification items Branding Material without CITGO’s prior written consent. Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee . h. MARKETER agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification itemsCITGO Branding Material. CITGO retains title and all ownership rights in all such signs, poles and identification items. Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee MARKETER further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal, removal of all signsCITGO Branding Material or other equipment, poles and identification items furnished or leased to Franchisee MARKETER by CITGO. i. CITGO retains title to and all ownership rights in all CITGO Branding Material that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (d“MARKETER’s Retailers” or “Retailers”) In the event of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that Franchisee terminates this AgreementMARKETER, CITGO, or breaches this Agreement which breach results in terminationan authorized representative of either party, Franchisee shall reimburse has the right to remove same from the premises at any time. j. All CITGO for its costs and expensesBranding Material that has been furnished by CITGO to any Location, including any installation costs for material and installation incurred for branding Franchisee’s or its customers’ service stations and convenience stores (the “Branding Costs”). The amount of Branding Costs to be reimbursed paid by CITGO, shall be equal amortized over a sixty (60) month period on a straight-line basis. Should any such Location be debranded within the sixty (60) month amortization period, the MARKETER shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding Material. Further, after the CITGO Branding Material is fully amortized, title to such Branding Material shall pass to MARKETER. Notwithstanding anything to the amount contrary, CITGO shall permanently retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarks. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Costs incurred for Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a station/store multiplied by a fractionLocation, the numerator being 36 minus the number of months that the station/store was branded MARKETER shall remove all identification items, including CITGO subsequent to the Completion Date and the denominator being 36. For purposes hereinBranding Material, the Completion Date shall mean the date that the station/store was approved furnished or leased by CITGO as within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a CITGO branded outlettimely manner and charge MARKETER for the cost of removal.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to Franchisee, for the term of this Agreement, the right to use CITGO’s 's applicable brand names, trademarks and other forms of CITGO’s 's identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by Franchisee of products acquired under CITGO’s 's brand names. (a) CITGO reserves the right to control fully the quality and branding of products which may, from time to time, be sold and/or distributed under CITGO’s 's brands and trade names, including the right to terminate or add to such products, or to change the name or names of any products. Franchisee shall sell all branded products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. Franchisee shall not change or alter by any means whatsoever the nature, quality or appearance of any of the products purchased hereunder. However, if Franchisee elects to sell product(s) not purchased or acquired under this Agreement, Franchisee shall not allow nor permit the use of CITGO’s 's brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such product(s). CITGO’s “'s "brand names and trademarks,” " as used herein, include CITGO’s 's logos, brand identification, product and service advertising, credit cards, product names and service marks. marks CITGO’s “'s "trade dress” " refers to the manner and style of advertising material, including color graphics and art work on product labels, point of sale material, buildings, signs, pumps and other equipment. Any other product(s) shall be clearly identified and labeled in such language language. and print at least comparable in size to CITGO’s 's brand names, trademarks, trade dress, and other forms of CITGO identification, used on identical or similar product(s) to make it unmistakably clear that CITGO brand product(s) are not sold and to preclude any likelihood of confusion, mistake or deception of the public. As an example, but not by way of limitation, if a Franchisee sells from a product dispenser a fuel which was not purchased or acquired under this Agreement, the Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification with the following designation in print at least comparable in size to the largest CITGO identification which is being used on any similar product dispenser: “"NO BRAND, THIS IS NOT A CITGO PRODUCT.” " Franchisee agrees that if a customer of the Franchisee requests a CITGO product(s) and such product(s) is not available, the customer of the Franchisee will be orally advised by the Franchisee that such CITGO product(s) is not available. Franchisee hereby agrees to defend, indemnity indemnify and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ ' fees actually incurred) arising out of Franchisee’s 's purchase, storage or sale of non-CITGO products. (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and that CITGO’s 's requirements as herein stated relating to the use of such identification and distributor’s 's advertising (to include motor vehicles and dispensing equipment) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. (c) All signs, poles and identification items furnished or leased to Franchisee by CITGO, for display at premises through which Franchisee supplies products for resale, shall be erected, installed and maintained in accordance with CITGO’s 's specifications, shall remain the property of CITGO and shall be detached by the Franchisee, or by CITGO (at Franchisee’s 's expense), at CITGO’s 's option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s 's request. Franchisee agrees to obtain written acknowledgement acknowledgment on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s 's ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any time. Franchisee understands and agrees that CITGO identification items will only be provided for those premises that fulfill CITGO’s 's standards and requirements. Therefore, Franchisee shall not make available or erect any such CITGO identification, identification items at any location that has not been approved in writing by CITGO nor shall Franchisee relocate any CITGO identification items without CITGO’s 's prior written consent. Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s 's specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said sa7id signs, poles and identification itemshems. CITGO retains title and all ownership rights in all such signs, poles and identification items. Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s 's property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal, removal of all signs, poles and identification items furnished or leased to Franchisee by CITGO. (d) In the event that Franchisee terminates this Agreement, or breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s 's or its customers’ ' service stations and convenience stores (the “"Branding Costs”"). The amount of Branding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, the numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to the Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that the station/store was approved by CITGO as a CITGO branded outlet.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to Franchisee, Marketer for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by Franchisee Marketer of products acquired under CITGO’s brand names. (a) a. CITGO reserves the right to control fully the quality and branding of products which may, from time to time, be sold and/or distributed under CITGO’s brands and trade names, including the right to terminate or add to such products, or to change the name or names of any products. Franchisee Marketer shall sell all branded products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. Franchisee Marketer shall not change or alter by any means whatsoever the nature, quality or appearance of any of the products purchased hereunder. However, if Franchisee Marketer elects to sell product(s) not purchased or acquired under this Agreement, Franchisee Marketer shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such product(s). CITGO’s “brand names and trademarks,” ’ as used herein, include CITGO’s logos, brand identification, product and service advertising, credit cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of sale material, buildings, signs, pumps and other equipment. Any other product(s) shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification, used on identical or similar product(s) to make it unmistakably clear that CITGO brand product(s) are not sold and to preclude any likelihood of confusion, mistake or deception of the public. As an example, but not by way of limitation, if a Franchisee Marketer sells from a product dispenser a fuel which was not purchased or acquired under this Agreement, the Franchisee Marketer shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification with the following designation in print at least comparable in size to the largest CITGO identification which is being used on any similar product dispenser: “NO BRAND, THIS IS NOT A CITGO PRODUCT.” Franchisee ”. Marketer agrees that if a customer of the Franchisee Marketer requests a CITGO product(s) and such product(s) is not available, the customer of the Franchisee Marketer will be orally advised by the Franchisee Marketer that such CITGO product(s) is not available. Franchisee Marketer hereby agrees to defend, indemnity . indemnify and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of FranchiseeMarketer’s purchase, storage or sale of non-CITGO products. (b) Franchisee b. Marketer recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and that CITGO’s requirements as herein stated relating to the use of such identification and distributor’s Marketers advertising (to include motor vehicles and dispensing equipment) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the Franchisee Marketer to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. (c) c. All signs, poles and identification items furnished or leased to Franchisee Marketer by CITGO, for display at premises through which Franchisee Marketer supplies products for resale, shall be erected, installed and maintained in accordance with CITGO’s specifications, shall remain the property of CITGO and shall be detached by the FranchiseeMarketer, or by CITGO (at Franchisee’s Marketers expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Franchisee Marketer agrees to obtain written acknowledgement on forms satisfactory to CITGO, from advise its dealers and/or the owner and/or occupant at each owners and occupants of said premises, the retail facilities of CITGO’s ownership of said signs, poles and identification items and of the right of Franchisee Marketer or CITGO or their agents to remove same from the premises at any time. Franchisee Marketer understands and agrees that CITGO CITGO’s identification items will only be provided for those premises that fulfill CITGO’s standards and requirements. Therefore, Franchisee Marketer shall not make available or erect any such CITGO identification, identification items at any location that has not been approved in writing by CITGO nor shall Franchisee Marketer relocate any CITGO identification items without CITGO’s prior written consent. Franchisee Marketer hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Franchisee Marketer shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee Marketer agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO retains title and all ownership rights in all such signs, poles and identification itemsitems that bear CITGO’s name, trademarks and/or trade dress. Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee Marketer further agrees to indemnify and hold CITGO harmless from any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal, removal of all signs, poles poles, equipment and identification items furnished or leased to Franchisee Marketer by CITGO. d. Marketer agrees to comply with applicable laws regarding the filing and payment of applicable local ad valorem taxes regarding all signage, Branding Material and POS and credit card equipment. e. The poles, signs and branding material including any installation costs paid or furnished by CITGO (d) In the event that Franchisee terminates this Agreementcollectively, or breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s or its customers’ service stations and convenience stores (the “Branding CostsMaterial”). The amount of Branding Costs to be reimbursed ) that have been furnished by CITGO for each station shall be equal amortized over a sixty (60) month period on a straightline basis. Should a station be debranded within the sixty (60) month amortization period, the Marketer shall pay to CITGO the unamortized portion of the Branding Material as of the date of debranding. Upon such payment the ownership of that portion of the Branding Material that does not contain CITGO’s name and trademarks shall pass to Marketer. Furthermore, after the branding material is fully amortized, title to such Branding Material shall pass to Marketer. Notwithstanding anything to the amount contrary, CITGO shall always retain ownership of Branding Costs incurred for a station/store multiplied by a fractionsign faces, the numerator being 36 minus the number of months decals and other identification items that the station/store was branded CITGO subsequent to the Completion Date contain CITGO’s name and the denominator being 36. For purposes herein, the Completion Date shall mean the date that the station/store was approved by CITGO as a CITGO branded outlettrademarks.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to Franchisee, for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by Franchisee of products acquired under CITGO’s brand names. (a) CITGO reserves the right to control fully the quality and branding of products which may, from time to time, be sold and/or distributed under CITGO’s brands and trade names, including the right to terminate or add to such products, or to change the name or names of any products. Franchisee shall sell all branded products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. Franchisee shall not change or alter by any means whatsoever the nature, quality or appearance of any of the products purchased hereunder. However, if Franchisee elects to sell product(s) not purchased or acquired under this Agreement, Franchisee shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such product(s). CITGO’s “brand names and trademarks,” as used herein, include CITGO’s logos, brand identification, product and service advertising, credit cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of sale material, buildings, signs, pumps and other equipment. Any other product(s) shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification, used on identical or similar product(s) to make it unmistakably clear that CITGO brand product(s) are not sold and to preclude any likelihood of confusion, mistake or deception of the public. As an example, but not by way of limitation, if a Franchisee sells from a product dispenser a fuel which was not purchased or acquired under this Agreement, the Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification with the following designation in print at least comparable in size to the largest CITGO identification which is being used on any similar product dispenser: “NO BRAND, THIS IS NOT A CITGO PRODUCT.” Franchisee agrees that if a customer of the Franchisee requests a CITGO product(s) and such product(s) is not available, the customer of the Franchisee will be orally advised by the Franchisee that such CITGO product(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of Franchisee’s purchase, storage or sale of non-CITGO products. (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and that CITGO’s requirements as herein stated relating to the use of such identification and distributor’s advertising (to include motor vehicles and dispensing equipment) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. (c) All signs, poles and identification items furnished or leased to Franchisee by CITGO, for display at premises through which Franchisee supplies products for resale, shall be erected, installed and maintained in accordance with CITGO’s specifications, shall remain the property of CITGO and shall be detached by the Franchisee, or by CITGO (at Franchisee’s expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any time. Franchisee understands and agrees that CITGO identification items will only be provided for those premises that fulfill CITGO’s standards and requirements. Therefore, Franchisee shall not make available or erect any such CITGO identification, items at any location that has not been approved in writing by CITGO nor shall Franchisee relocate any CITGO identification items without CITGO’s prior written consent. Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO retains title and all ownership rights in all such signs, poles and identification items. Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal, of all signs, poles and identification items furnished or leased to Franchisee by CITGO. (d) In the event that Franchisee terminates this Agreement, or breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s or its customers’ service stations and convenience stores (the “Branding Costs”). The amount of Branding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, the numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to the Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that the station/store was approved by CITGO as a CITGO branded outlet.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to Franchisee, for the term of this Agreement, the right to use CITGO’s 's applicable brand names, trademarks and other forms of CITGO’s 's identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by Franchisee of products acquired under CITGO’s 's brand names. (a) CITGO reserves the right to control fully the quality and branding of products which may, from time to time, be sold and/or distributed under CITGO’s 's brands and trade names, including the right to terminate or add to such products, or to change the name or names of any products. Franchisee shall sell all branded products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. Franchisee shall not change or alter by any means whatsoever the nature, quality or appearance of any of the products purchased hereunder. However, if Franchisee elects to sell product(s) not purchased or acquired under this Agreement, Franchisee shall not allow nor permit the use of CITGO’s 's brand names, trademarks, trade dress, and all other forms of CITGO identification, ,' in connection with the resale of such product(s). CITGO’s “'s "brand names and trademarks,” " as used herein, include CITGO’s 's logos, brand identification, product and service advertising, credit cards, product names and service marks. CITGO’s “'s "trade dress” " refers to the manner and style of advertising material, including color graphics and art work on product labels, point of sale material, buildings, signs, pumps and other equipment. Any other product(s) shall be clearly dearly identified and labeled in such language and print at least comparable in size to CITGO’s 's brand names, trademarks, trade dress, and other forms of CITGO identification, used on identical or similar product(s) to make it unmistakably clear that CITGO brand product(s) are not sold and to preclude any likelihood of confusion, mistake or deception of the public. As an example, but not by way of limitation, if a Franchisee sells from a product dispenser a fuel which was not purchased or acquired under this Agreement, the Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification with the following designation in print at least comparable in size to the largest CITGO identification which is being used on any similar product dispenser: “"NO BRAND, THIS IS NOT A CITGO PRODUCT.” " Franchisee agrees that if a customer of the Franchisee requests a CITGO product(s) and such product(s) is not available, the customer of the Franchisee will be orally advised by the Franchisee that such CITGO product(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ ' fees actually incurred) arising out of Franchisee’s 's purchase, storage or sale of non-CITGO products. (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and that CITGO’s 's requirements as herein stated relating to the use of such identification and distributor’s 's advertising (to include motor vehicles and dispensing equipment) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. (c) All signs, poles and identification items furnished or leased to Franchisee by CITGO, for display at premises through which Franchisee supplies products for resale, shall be erected, installed and maintained in accordance with CITGO’s 's specifications, shall remain the property of CITGO and shall be detached by the Franchisee, or by CITGO (at Franchisee’s 's expense), at CITGO’s 's option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s 's request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s 's ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any time. Franchisee understands and agrees that CITGO identification items will only be provided for those premises that fulfill CITGO’s 's standards and requirements. Therefore, Franchisee shall not make available or erect any such CITGO identification, identification items at any location that has not been approved in writing by CITGO nor shall Franchisee relocate any CITGO identification items without CITGO’s 's prior written consent. Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s 's specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO retains title and all ownership rights in all such signs, poles and identification items. Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s 's property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal, removal of all signs, poles and identification items furnished or leased to Franchisee by CITGO. (d) In the event that Franchisee terminates this Agreement, or breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s 's or its customers’ ' service stations and convenience stores (the “"Branding Costs”"). The amount of Branding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, the numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to the Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that the station/store was approved by CITGO as a CITGO branded outlet.