AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPL JKM HOLDINGS LLCLimited Liability Company Agreement • March 30th, 2022 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (including the Series A Preferred Annex (as defined below) attached hereto, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of CAPL JKM Holdings LLC (the “Company”) is dated as of this 29th day of March, 2022 (the “Effective Date”), by and between LGP Operations LLC, a Delaware limited liability company (“LGP”), as the sole member of the Company holding Common Interests (as defined below) as of the Effective Date (in such capacity, the “Common Member”) and as the sole managing member of the Company (in such capacity, the “Managing Member”), Dunne Manning JKM LLC, a Delaware limited liability company (“Dunne Manning JKM”), John B. Reilly, III, an individual resident of the Commonwealth of Pennsylvania (“Reilly”), John B. Reilly, III and Jeffrey Vaughan, in their capacities as trustee and independent trustee, respectively, of the John B. Reilly Trust for the Family of John created
INVESTMENT AGREEMENTInvestment Agreement • March 30th, 2022 • CrossAmerica Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2022, by and among CAPL JKM Holdings LLC, a Delaware limited liability company (the “Company”), Dunne Manning JKM LLC, a Delaware limited liability company (“Dunne Manning JKM”), John B. Reilly, III, an individual resident of the Commonwealth of Pennsylvania (“Reilly”), and John B. Reilly, III and Jeffrey Vaughan, in their capacities as trustee and independent trustee, respectively, of the John B. Reilly Trust for the Family of John created under that certain 2008 Irrevocable Agreement of Trust of John B. Reilly, dated as of December 29, 2008 (the “Trust” and, together with Dunne Manning JKM and Reilly, collectively, the “Investors” and each, an “Investor”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the A&R Company LLC Agreement (as defined below).
