0001552275-17-000012 Sample Contracts

SUNOCO LP Time-Vested Restricted Phantom Unit Agreement
Time-Vested Restricted Phantom Unit Agreement • February 24th, 2017 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

This Time-Vested Restricted Phantom Unit Agreement (the “Agreement”), is entered into on the date of acceptance by the Participant (as defined below) and is made by and between Sunoco LP (the “Partnership”) and the Participant.

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SUPPORT AGREEMENT
Support Agreement • February 24th, 2017 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This SUPPORT AGREEMENT (this “Agreement”) is made as of December 2, 2016 (the “Effective Date”), by and among ETP Retail Holdings, LLC, a Delaware limited liability company (the “Support Provider”), Sunoco LP, a Delaware limited partnership (“Sunoco LP”), Sunoco Finance Corp., a Delaware corporation (“Sunoco LP Finance” and, together with Sunoco LP, the “Sunoco Issuers”), and ETC M-A Acquisition LLC, a Delaware limited liability company (“Guarantor”). The Support Provider, the Sunoco Issuers and Guarantor may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

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