FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US)Restricted Stock Unit Award Agreement • February 19th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations
This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows:
STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CST BRANDS, INC. (“Buyer”), THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. (“Sellers”), solely for purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED...Stock and Membership Interest Purchase Agreement • February 19th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of November 24, 2015, by and among (i) CST Brands, Inc., a Delaware corporation (“Buyer”); (ii) The Jones Company, a Georgia corporation (“Jones Company”), Patagonia Partners, LLC, a Georgia limited liability company (“Patagonia”), and James A. Walker, Jr. (“Walker,” and together with Patagonia and the Jones Company, “Sellers” and each individually a “Seller”); (iii) solely for purposes of Section 4.12 and Section 9.13, Flash Foods, Inc., a Georgia corporation, Fuel South, Inc., a Georgia corporation, Fuel South Express, Inc., a Georgia corporation, Bacon Grocery Company, Inc., a Georgia corporation, Cowford Holdings, LLC, a Georgia limited liability company (“Cowford”), and Kemp Ridge Holdings, LLC, a Georgia limited liability company (collectively the “Companies” and each a “Company”); and (iv) solely for purposes of Section 4.4 and Section 4.12, James C. Jones III and Patrick C. Jones (collectively “
AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • February 19th, 2016 • CST Brands, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Amendment to Amended and Restated Omnibus Agreement (the “Amendment”) is entered into on, and effective as of, January 1, 2016 (the “Effective Date”), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the “MLP” or the “Partnership”), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the “General Partner”), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation (“LGC”), CST Services, LLC, a Delaware limited liability company (“CST”), and, for purposes of Article X of the Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company (“LGO”), and, for purposes of Section 2.5, Article X and Article XI of the Agreement only, Joseph V. Topper, Jr. (“Topper”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and
