EX-10.2



 Exhibit 10.2 

Execution Version 

COMMON UNIT PURCHASE AGREEMENT 

by and between 
 SUNOCO
LP 
 and 
 ENERGY
TRANSFER EQUITY, L.P. 
  
  







 TABLE OF CONTENTS 

 

							
	ARTICLE I	  
	
	DEFINITIONS	  
			
	 Section 1.1
	  	Definitions	  	 	2	  
	
	ARTICLE II	  
	
	AGREEMENT TO SELL AND PURCHASE	  
			
	 Section 2.1
	  	Sale and Purchase	  	 	7	  
	 Section 2.2
	  	Closing	  	 	7	  
	 Section 2.3
	  	Mutual Conditions	  	 	7	  
	 Section 2.4
	  	Purchaser’s Conditions	  	 	8	  
	 Section 2.5
	  	The Partnership’s Conditions	  	 	8	  
	 Section 2.6
	  	Partnership Deliveries	  	 	9	  
	 Section 2.7
	  	Purchaser Deliveries	  	 	10	  
	
	ARTICLE III	  
	
	REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP	  
			
	 Section 3.1
	  	Independent Registered Public Accounting Firms	  	 	10	  
	 Section 3.2
	  	Financial Statements; Non-GAAP Financial Measures	  	 	10	  
	 Section 3.3
	  	Forward-Looking Statements and Supporting Information	  	 	11	  
	 Section 3.4
	  	No Material Adverse Change in Business	  	 	11	  
	 Section 3.5
	  	Formation and Good Standing of Partnership Entities	  	 	11	  
	 Section 3.6
	  	Ownership of the General Partner	  	 	11	  
	 Section 3.7
	  	Ownership of the General Partner Interest in the Partnership	  	 	12	  
	 Section 3.8
	  	Affiliate Ownership of Units	  	 	12	  
	 Section 3.9
	  	Ownership of the Incentive Distribution Rights	  	 	12	  
	 Section 3.10
	  	Ownership of Subsidiaries	  	 	12	  
	 Section 3.11
	  	No Other Subsidiaries	  	 	13	  
	 Section 3.12
	  	No Restrictions on Subsidiaries	  	 	13	  
	 Section 3.13
	  	Authority	  	 	13	  
	 Section 3.14
	  	Authorization, Execution and Delivery of Agreement	  	 	13	  
	 Section 3.15
	  	Authorization, Execution and Delivery of the Registration Rights Agreement	  	 	14	  
	 Section 3.16
	  	Authorization of the Contribution Agreement	  	 	14	  
	 Section 3.17
	  	Authorization, Execution, Delivery and Enforceability of Certain Agreements	  	 	14	  
	 Section 3.18
	  	Authorization of Common Units	  	 	14	  
	 Section 3.19
	  	Authorization of Contribution Equity Consideration	  	 	14	  
	 Section 3.20
	  	Authorization of Common Units to be Purchased by the PIPE Purchasers	  	 	14	  
	 Section 3.21
	  	Purchased Units	  	 	15	  
	 Section 3.22
	  	Capitalization of the Partnership	  	 	15	  










							
	 Section 3.23
	  	No Option or Preemptive Rights of Common Units; No Registration Rights	  	 	15	  
	 Section 3.24
	  	Absence of Violations, Defaults and Conflicts	  	 	15	  
	 Section 3.25
	  	No Labor Dispute	  	 	16	  
	 Section 3.26
	  	Litigation	  	 	16	  
	 Section 3.27
	  	Absence of Further Requirements	  	 	16	  
	 Section 3.28
	  	Possession of Licenses and Permits	  	 	16	  
	 Section 3.29
	  	Title to Property	  	 	17	  
	 Section 3.30
	  	Possession of Intellectual Property	  	 	17	  
	 Section 3.31
	  	Environmental Laws	  	 	17	  
	 Section 3.32
	  	Hazardous Materials	  	 	18	  
	 Section 3.33
	  	Review of Environmental Laws	  	 	18	  
	 Section 3.34
	  	Compliance with ERISA	  	 	18	  
	 Section 3.35
	  	Accounting Controls and Disclosure Controls	  	 	19	  
	 Section 3.36
	  	Compliance with Sarbanes-Oxley Act of 2002	  	 	20	  
	 Section 3.37
	  	Tax Returns	  	 	20	  
	 Section 3.38
	  	Insurance	  	 	20	  
	 Section 3.39
	  	Investment Company Act	  	 	20	  
	 Section 3.40
	  	Absence of Price Manipulation	  	 	20	  
	 Section 3.41
	  	Foreign Corrupt Practices Act	  	 	20	  
	 Section 3.42
	  	Money Laundering Laws	  	 	21	  
	 Section 3.43
	  	OFAC	  	 	21	  
	 Section 3.44
	  	No Broker’s Fees	  	 	21	  
	 Section 3.45
	  	No Registration	  	 	21	  
	 Section 3.46
	  	Periodic Reports	  	 	22	  
	 Section 3.47
	  	No Integration	  	 	22	  
	 Section 3.48
	  	NYSE Listing of Purchased Units	  	 	22	  
	 Section 3.49
	  	MLP Status	  	 	22	  
	 Section 3.50
	  	Placement Agent Reliance	  	 	22	  
	 Section 3.51
	  	No Side Agreements	  	 	22	  
	
	ARTICLE IV	  
	
	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	  
			
	 Section 4.1
	  	Existence	  	 	22	  
	 Section 4.2
	  	Authorization, Enforceability	  	 	22	  
	 Section 4.3
	  	No Breach	  	 	23	  
	 Section 4.4
	  	Certain Fees	  	 	23	  
	 Section 4.5
	  	No Side Agreements	  	 	23	  
	 Section 4.6
	  	Investment	  	 	23	  
	 Section 4.7
	  	Nature of Purchaser	  	 	23	  
	 Section 4.8
	  	Restricted Securities	  	 	24	  
	 Section 4.9
	  	Legend	  	 	24	  
	 Section 4.10
	  	Company Information	  	 	24	  
	 Section 4.11
	  	Placement Agent Reliance	  	 	24	  
	 Section 4.12
	  	Short Selling	  	 	24	  










							
	ARTICLE V	  
	
	COVENANTS	  
			
	 Section 5.1
	  	Taking of Necessary Action	  	 	24	  
	 Section 5.2
	  	Other Actions	  	 	25	  
	 Section 5.3
	  	Purchase Price Adjustment	  	 	25	  
	
	ARTICLE VI	  
	
	INDEMNIFICATION	  
			
	 Section 6.1
	  	Indemnification by the Partnership	  	 	25	  
	 Section 6.2
	  	Indemnification by the Purchaser	  	 	26	  
	 Section 6.3
	  	Indemnification Procedure	  	 	26	  
	
	ARTICLE VII	  
	
	MISCELLANEOUS	  
			
	 Section 7.1
	  	Certain Special Allocations of Book and Taxable Income	  	 	27	  
	 Section 7.2
	  	Interpretation and Survival of Provisions	  	 	28	  
	 Section 7.3
	  	Survival of Provisions	  	 	28	  
	 Section 7.4
	  	No Waiver; Modifications in Writing	  	 	28	  
	 Section 7.5
	  	Binding Effect; Assignment	  	 	29	  
	 Section 7.6
	  	Confidentiality	  	 	29	  
	 Section 7.7
	  	Communications	  	 	29	  
	 Section 7.8
	  	Removal of Legend	  	 	30	  
	 Section 7.9
	  	Entire Agreement	  	 	31	  
	 Section 7.10
	  	Governing Law	  	 	31	  
	 Section 7.11
	  	Execution in Counterparts	  	 	31	  
	 Section 7.12
	  	Termination	  	 	31	  
	 Section 7.13
	  	Recapitalization, Exchanges, Etc. Affecting the Common Units	  	 	32	  


  

	
	Schedule A — Subsidiaries of the Partnership
	Schedule B — List of Jurisdictions of Organization and Foreign Qualification
	Schedule C — Subsidiaries of Susser Holdings Corporation

  

	
	 Exhibit A — Form of Registration Rights Agreement

	 Exhibit B — Form of Opinion of Latham & Watkins LLP

	 Exhibit C — Form of Lock-up Agreement

	 Exhibit D — Form of Commitment Letter









 COMMON UNIT PURCHASE AGREEMENT 

This COMMON UNIT PURCHASE AGREEMENT, dated as of November 15, 2015 (this “Agreement”), is by and between SUNOCO LP, a
Delaware limited partnership (the “Partnership”), and ENERGY TRANSFER EQUITY, L.P., a Delaware limited partnership (the “Purchaser”). 

WHEREAS, the Partnership has entered into that certain Contribution Agreement (the “Contribution Agreement”), dated as of
November 15, 2015, by and among the Partnership, the General Partner, Sunoco, LLC, a Delaware limited liability company (“SLLC”), Sunoco, Inc., a Delaware corporation, ETP Retail Holdings LLC, a Delaware limited liability
company (“ETP Retail”) and, solely with respect to limited provisions therein, Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), pursuant to which the Partnership will acquire from ETP Retail a
68.42% interest in SLLC and a 100% interest in Sunoco Retail LLC (“Sunoco Retail”), a Delaware limited liability company, in exchange for aggregate consideration of approximately $2.2 billion in cash and approximately
5.7 million Common Units (as defined below) issued to ETP Retail (the “Acquisition”); 
 WHEREAS, in connection with
the Acquisition, the Partnership will enter into that certain Commitment Letter (the “Commitment Letter”) with respect to a senior secured term loan credit facility, dated as of the date hereof, among the Partnership, Credit Suisse
Securities (USA) LLC, Credit Suisse AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., Compass Bank, Mizuho Bank, Ltd., TD Securities (USA) LLC and Toronto Dominion (Texas) LLC; 

WHEREAS, in connection with the Acquisition, the Partnership will enter into an amendment (the “Revolving Credit Facility
Amendment”) to the Revolving Credit Facility (as defined below), among the Partnership, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent and collateral agent; 

WHEREAS, in connection with the Acquisition, in order to repay borrowings under the Revolving Credit Facility and fund general partnership
purposes, the Partnership desires to sell to the Purchaser, and the Purchaser desires to purchase from the Partnership, certain Common Units, in accordance with the provisions of this Agreement, and the Partnership desires to sell to the purchasers
party to the PIPE Purchase Agreement (the “PIPE Purchasers”), and the PIPE Purchasers desire to purchase from the Partnership, certain Common Units, in accordance with the provisions of the PIPE Purchase Agreement (as defined
below); and 
 WHEREAS, at the Closing (as defined below) the Partnership and the Purchaser will enter into a registration rights agreement
(the “Registration Rights Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Partnership will provide the Purchaser with certain registration rights with respect to the Common Units
acquired pursuant hereto. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partnership and the Purchaser hereby agree as follows: 

  
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 ARTICLE I 

DEFINITIONS 

Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have
the meanings indicated: 
 “Acquisition” has the meaning set forth in the recitals. 

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 
 “Affiliate Owned
Units” has the meaning specified in Section 3.8. 
 “Aggregate Purchase Price” means the product of
(i) the Common Unit Price (as adjusted by the Purchase Price Adjustment) multiplied by (ii) the aggregate number of Purchased Units purchased by the Purchaser. 

“Agreement” has the meaning set forth in the introductory paragraph. 

“Agreements and Instruments” has the meaning specified in Section 3.24. 

“Business Day” means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in New York,
New York, U.S.A. are authorized or obligated to close. 
 “Capital Account” has the meaning specified in the Partnership
Agreement. 
 “Class A Units” has the meaning set forth in the Partnership Agreement. 

“Closing” has the meaning specified in Section 2.2. 

“Closing Date” has the meaning specified in Section 2.2. 

“Code” has the meaning specified in Section 3.34. 

“Commission” means the United States Securities and Exchange Commission. 

“Commitment Letter” has the meaning set forth in the recitals. 

“Common Unit Price” has the meaning specified in Section 2.1(b). 

“Common Units” means common units representing limited partner interests in the Partnership. 

“Contribution Agreement” has the meaning set forth in the recitals. 

“Delaware LLC Act” means the Delaware Limited Liability Company Act. 

  
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 “Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.

 “Enforceability Exceptions” has the meaning specified in Section 3.14. 

“Environmental Laws” has the meaning specified in Section 3.31. 

“ERISA” has the meaning specified in Section 3.34. 

“ETC M-A” has the meaning specified in Section 3.8. 

“ETP” has the meaning set forth in the recitals. 

“ETP Holdco” has the meaning specified in Section 3.8. 

“ETP Retail” has the meaning set forth in the recitals. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder. 
 “Existing Registration Rights Agreements” means, collectively, (i) the
Registration Rights Agreement, dated as of April 1, 2015, among the Partnership, Finance Corp., the subsidiary guarantors party thereto, ETP Retail, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the
Initial Purchasers named therein and (ii) the Registration Rights Agreement, dated as of July 20, 2015, among the Partnership, Finance Corp., the subsidiary guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative
of the Initial Purchasers named therein. 
 “FCPA” has the meaning specified in Section 3.41. 

“Finance Corp.” has the meaning specified in Section 3.10. 

“GAAP” means U.S. generally accepted accounting principles. 

“General Partner” means Sunoco GP LLC, a Delaware limited liability company. 

“General Partner Interest” has the meaning specified in Section 3.7. 

“General Partner LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC, dated as
of September 25, 2012, as amended. 
 “Governmental Authority” means, with respect to a particular Person, any
country, state, county, city and political subdivision in which such Person or such Person’s property is located or that exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department,
commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s property. Unless otherwise specified, all references to Governmental Authority herein
with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective properties or assets. 

  
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 “Governmental Licenses” has the meaning specified in Section 3.28.

 “Hazardous Materials” has the meaning specified in Section 3.31. 

“Heritage” has the meaning specified in Section 3.8. 

“Incentive Distribution Rights” has the meaning set forth in the Partnership Agreement. 

“Intellectual Property” has the meaning specified in Section 3.30. 

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law,
rule or regulation. 
 “Lien” means any interest in property securing an obligation owed to, or a claim by, a Person other
than the owner of the property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any property that it has acquired or holds
subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person in a transaction intended to create a financing. 

“MACS” has the meaning specified in Section 3.10. 

“Material Adverse Effect” has the meaning specified in Section 3.4. 

“Money Laundering Laws” has the meaning specified in Section 3.42. 

“NYSE” means The New York Stock Exchange, Inc. 

“Operating Company” has the meaning specified in Section 3.10. 

“Operative Documents” means, collectively, this Agreement and the Registration Rights Agreement and any amendments,
supplements, continuations or modifications thereto. 
 “Organizational Agreements” has the meaning specified in
Section 3.10. 
 “Outstanding” has the meaning specified in the Partnership Agreement. 

“Partnership” has the meaning set forth in the introductory paragraph. 

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Sunoco LP dated as of
September 25, 2012, as amended. 
 “Partnership Entities” and each a “Partnership Entity” means the
Partnership, the General Partner and the subsidiaries of the Partnership listed on Schedule A hereto. 
 “Partnership Related
Parties” has the meaning specified in Section 6.2. 

  
 4 








 “PCAOB” has the meaning specified in Section 3.1. 

“Per Unit Capital Amount” has the meaning specified in the Partnership Agreement. 

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated
organization, association, government agency or political subdivision thereof or other form of entity. 
 “PIPE Purchase
Agreement” means the purchase agreement entered into by and among the Partnership and the purchasers named therein on November 15, 2015 

“PIPE Purchasers” has the meaning set forth in the recitals. 

“Placement Agent” means Citigroup Global Markets Inc. 

“Placement Agent Engagement Letter” means that certain Placement Agent Engagement Letter, dated as of November 10, 2015,
between the Partnership and the Placement Agent. 
 “Plan” has the meaning specified in Section 3.34. 

“Propco” has the meaning specified in Section 3.10. 

“Purchase Price” means $64.5 million. 

“Purchase Price Adjustment” means an amount equal to $2.50. 

“Purchased Units” means 2,263,158 Common Units. 

“Purchaser” has the meanings set forth in the introductory paragraph. 

“Purchaser Related Parties” has the meaning specified in Section 6.1. 

“Registration Rights Agreement” has the meaning set forth in the recitals. 

“Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

“Release” has the meaning specified in Section 3.31. 

“Repayment Event” has the meaning specified in Section 3.24. 

“Representatives” of any Person means the Affiliates, officers, directors, managers, employees, agents, counsel, accountants,
investment bankers and other representatives of such Person. 
 “Revolving Credit Facility” means the Credit Agreement,
dated as of September 25, 2014, among the Partnership, as borrower, Bank of America, N.A., as administrative agent, collateral agent, swingline lender and LC issuer, certain lenders party thereto and the other parties thereto, and any
amendments thereto. 
 “Revolving Credit Facility Amendment” has the meaning set forth in the recitals. 

  
 5 








 “Sanctions” has the meaning specified in Section 3.43. 

“SEC Reports” means the reports and statements filed by the Partnership since December 31, 2014 under the Exchange Act
and registration statements filed by the Partnership since December 31, 2014 under the Securities Act (in the form that became effective), including all amendments, exhibits and schedules thereto. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the
Commission promulgated thereunder. 
 “SHC” has the meaning specified in Section 3.10. 

“Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO
under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers. 
 “SLLC” has the meaning set forth in the
recitals. 
 “Stripes” has the meaning specified in Section 3.8. 

“Stripes 1009” has the meaning specified in Section 3.8. 

“Subordinated Units” has the meaning set forth in the Partnership Agreement. 

“Subsidiary” means, with respect to any Person, (A) a corporation of which more than 50% of the voting power of shares
entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person or a combination thereof, (B) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but
only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person, or a combination thereof, or (C) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the
date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person; provided, however, that
SLLC shall be considered a Subsidiary for purposes of this Agreement. 
 “Subsidiary Organizational Documents” has the
meaning specified in Section 3.10. 
 “Sunoco Retail” has the meaning set forth in the recitals. 

“Unrealized Gain” has the meaning specified in the Partnership Agreement. 

  
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 ARTICLE II 

AGREEMENT TO SELL AND PURCHASE 

Section 2.1 Sale and Purchase. 

(a) Subject to the terms and conditions hereof, the Partnership hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby
agrees to purchase from the Partnership, its Purchased Units, and the Purchaser agrees to pay the Partnership the Common Unit Price for each of its Purchased Units as set forth in paragraph (b) below. 

(b) The amount per Common Unit the Purchaser will pay to the Partnership to purchase the Purchased Units hereunder shall be $31.00 (the
“Common Unit Price”), as adjusted by Section 5.3. 
 Section 2.2 Closing. Subject to the terms and
conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place on the date on which the closing of the Acquisition occurs (the date of such closing, the
“Closing Date”) at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 77002, or such other location as mutually agreed by the parties. The parties agree that the Closing may occur via delivery
of facsimiles or photocopies of the Operative Documents and the closing deliverables contemplated hereby and thereby. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the
Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken or documents executed or delivered until all have been taken, executed or delivered. 

Section 2.3 Mutual Conditions. The obligations of each party to consummate the purchase and issuance and sale of the Purchased
Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable
Law): 
 (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent
jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; 

(b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit
the transactions contemplated by this Agreement; and 
 (c) The closing of the Acquisition shall have occurred, or shall occur concurrently
with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions
which, by their nature, will be satisfied concurrently with the Closing. 

  
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 Section 2.4 Purchaser’s Conditions. The obligation of the Purchaser to
consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing with respect to its Purchased
Units, in whole or in part, to the extent permitted by applicable Law): 
 (a) The Partnership shall have performed and complied with the
covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; 

(b) (i) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or a Material
Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of the Partnership shall be true and correct in all material respects when made and as of the Closing Date, in each
case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); 

(c) The NYSE shall have authorized, upon official notice of issuance, the listing of the Purchased Units; 

(d) No notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units; 

(e) The Common Units shall not have been suspended by the Commission or the NYSE from trading on the NYSE nor shall suspension by the
Commission or the NYSE have been threatened in writing by the Commission or the NYSE; 
 (f) No Material Adverse Effect shall have occurred
and be continuing; 
 (g) The Partnership shall have received at least $685.5 million of proceeds from the issuance and sale of Common Units
under the PIPE Purchase Agreement; and 
 (h) The Partnership shall have delivered, or caused to be delivered, to the Purchaser at the
Closing, the Partnership’s closing deliveries described in Section 2.6. 
 Section 2.5 The Partnership’s
Conditions. The obligation of the Partnership to consummate the issuance and sale of the Purchased Units to the Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to
the Purchaser (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law): 

(a) The Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be
performed and complied with by the Purchaser on or prior to the Closing Date; 
 (b) The representations and warranties of the Purchaser
contained in this Agreement that are qualified by materiality shall be true and correct when made and as of the Closing Date and all other representations and warranties of the Purchaser shall be true and correct in all


  
 8 








 
material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations of the Purchaser made as of a specific date shall be
required to be true and correct as of such date only); and 
 (c) The Purchaser shall have delivered, or caused to be delivered, to the
Partnership at the Closing the Purchaser’s closing deliveries described in Section 2.7. 
 Section 2.6 Partnership
Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to the Purchaser: 

(a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing the legend or
restrictive notation set forth in Section 4.9, free and clear of all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; 

(b) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the
Partnership; 
 (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the
Partnership Entities is in good standing; 
 (d) An opinion addressed to the Purchaser from Latham & Watkins LLP, legal counsel to
the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B; 
 (e) A certificate, dated the
Closing Date and signed by the President and Chief Executive Officer of the General Partner, on behalf of the Partnership, in his capacity as such, stating that: 

(i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required
to be performed and complied with by the Partnership on or prior to the Closing Date; 
 (ii) The representations and
warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are, individually and
in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and 

(iii) Such officer is not aware of any information that would reasonably be expected to prevent, materially delay or materially
impede the consummation of the Acquisition or the other transactions contemplated by the Contribution Agreement. 
 (f) A certificate of the
Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership and the Partnership Agreement, (2) board resolutions authorizing the
execution and delivery of the Operative Documents and the consummation of the transactions contemplated 

  
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thereby, including the issuance of the Purchased Units, and (3) its incumbent officers authorized to execute the Operative Documents, setting forth the name and title and bearing the
signatures of such officers; and 
 (g) A receipt, dated the Closing Date, executed by the Partnership to the effect that the Partnership
has received the Aggregate Purchase Price with respect to the Purchased Units issued and sold to the Purchaser. 
 Section 2.7
Purchaser Deliveries. At the Closing, subject to the terms and conditions hereof, the Purchaser will deliver, or cause to be delivered, to the Partnership: 

(a) Payment to the Partnership of the Purchase Price by wire transfer of immediately available funds to an account designated by the
Partnership in writing at least two Business Days prior to the Closing Date; provided that such delivery shall be required only after delivery of the Purchased Units as set forth in Section 2.6(a); and 

(b) The Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the
Purchaser. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP 

The Partnership represents and warrants to the Purchaser as follows: 

Section 3.1 Independent Registered Public Accounting Firms. Ernst & Young LLP, who has certified certain financial
statements and supporting schedules included in the SEC Reports, is an independent registered public accounting firm with respect to the Partnership as required by the Securities Act and the Public Company Accounting Oversight Board (the
“PCAOB”) and has not resigned or been dismissed as independent registered public accountants of the Partnership as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures. Grant Thornton LLP is an independent registered public accounting firm with respect to the Partnership as required by the Securities Act and the PCAOB and has not resigned or
been dismissed as independent registered public accountants of the Partnership as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedures. 
 Section 3.2 Financial Statements; Non-GAAP Financial Measures. The historical financial statements of
the Partnership and its Subsidiaries (including the related schedules and notes) included in the SEC Reports, including any financial statements of Subsidiaries filed pursuant to Section 3-05 of Regulation S-X, present fairly in all material
respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby and on the basis stated therein, as of the dates and for the periods indicated; such financial statements comply as to form with the
applicable accounting requirements of Regulation S-X under the Securities Act and have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The supporting schedules,
if any, present fairly in accordance with GAAP the information required to be stated therein. All 

  
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disclosures contained in such financial statements regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with
Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. 
 Section 3.3
Forward-Looking Statements and Supporting Information. Each of the forward-looking statements made by the Partnership included in the SEC Reports or other materials distributed to the Purchaser was made with a reasonable basis and in good
faith. 
 Section 3.4 No Material Adverse Change in Business. Except as otherwise disclosed in the SEC Reports, (A) there
has been no material adverse change, or any development that could reasonably be expected to (1) result in a material adverse change in the condition, financial or otherwise, or in the earnings, properties, business, operations or business
prospects of the Partnership Entities, whether or not arising in the ordinary course of business, or (2) materially and adversely affect the ability of the Partnership to perform its obligations pursuant to this Agreement (each such change, a
“Material Adverse Effect”), (B) there have been no transactions entered into by any of the Partnership Entities, other than those in the ordinary course of business, which are material with respect to the Partnership Entities,
considered as one enterprise, (C) there have been no liabilities or obligations, direct or contingent, incurred by any of the Partnership Entities that are material to the Partnership Entities taken as a whole, (D) there has been no change
in the capitalization, short-term debt or long-term debt of the Partnership Entities and (E) there has been no dividend or distribution of any kind declared, paid or made by the Partnership Entities on any class of equity securities. 

Section 3.5 Formation and Good Standing of Partnership Entities. Each of the Partnership Entities has been duly incorporated or
formed, as the case may be, and is validly existing as a limited partnership, limited liability company or corporation, as the case may be, and is in good standing under the laws of its jurisdiction of organization or incorporation, as the case may
be (as set forth on Schedule B hereto), and has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to own, lease and operate its properties and to conduct its business as
described in the SEC Reports. Each of the Partnership Entities is duly qualified as a foreign limited partnership, limited liability company or corporation, as applicable, to transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business (as set forth on Schedule B hereto), except for any failures to be so qualified or in good standing that would not
result in a Material Adverse Effect. Schedule B hereto accurately sets forth the jurisdiction of organization and each jurisdiction of foreign qualification for each of the Partnership Entities. 

Section 3.6 Ownership of the General Partner. The Purchaser, as the sole member of the General Partner, directly owns 100% of the
issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the General Partner LLC Agreement and are fully paid (to the extent required by the General
Partner LLC Agreement) and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Purchaser owns such membership interests free and
clear of all Liens, except for Liens pursuant to the Purchaser’s revolving credit facility, term loans and senior notes. 

  
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 Section 3.7 Ownership of the General Partner Interest in the Partnership. The General
Partner is, and after giving effect to the transactions contemplated herein, will be, the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership (the “General Partner Interest”). The
General Partner Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns the General Partner Interest free and clear of all Liens. 

Section 3.8 Affiliate Ownership of Units. As of the date hereof, ETP Holdco Corporation, a Delaware corporation (“ETP
Holdco”), owns 12,573,225 Common Units and 6,235,478 Subordinated Units, Heritage Holdings, Inc., a Delaware corporation (“Heritage”), owns 9,485,063 Common Units and 4,703,958 Subordinated Units, ETC M-A Acquisition LLC, a
Delaware limited liability company (“ETC M-A”), owns 3,983,540 Common Units, ETP Retail Holdings, LLC, a Delaware limited liability company (“ETP Retail”), owns 795,482 Common Units, Stripes LLC, a Texas limited
liability company (“Stripes”), owns 5,549,026 Class A Units and Stripes No. 1009 LLC, a Texas limited liability company (“Stripes 1009”), owns 5,469,718 Class A Units (such Common Units, Subordinated
Units and Class A Units being collectively referred to herein as the “Affiliate Owned Units”); the Affiliate Owned Units and the limited partner interests represented thereby have been duly authorized and validly issued in
accordance with the Partnership Agreement and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17¬607 and 17-804 of the Delaware LP
Act); and ETP Holdco, Heritage, ETC M-A, ETP Retail, Stripes and Stripes 1009 own their respective Affiliate Owned Units free and clear of all Liens. 

Section 3.9 Ownership of the Incentive Distribution Rights. The Purchaser is the record holder of all of the Incentive
Distribution Rights; such Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except
as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the Purchaser owns the Incentive Distribution Rights free and clear of all Liens. 

Section 3.10 Ownership of Subsidiaries. As of the date hereof, the Partnership is the owner of 100% of the issued and outstanding
shares of capital stock in Sunoco Finance Corp., a Delaware corporation (“Finance Corp.”), and 100% of the issued and outstanding membership interests in the Susser Petroleum Operating Company LLC, a Delaware limited liability
company (the “Operating Company”); the Operating Company is the owner of 31.58% of the issued and outstanding membership interests in SLLC, 100% of the issued and outstanding membership interests in Sunoco Energy Services LLC, a
Texas limited liability company, 100% of the issued and outstanding membership interests in Southside Oil, LLC, a Virginia limited liability company, 100% of the issued and outstanding membership interests in Aloha Petroleum LLC, a Delaware limited
liability company, and 100% of the issued and outstanding membership interests in Susser Petroleum Property Company LLC, a Delaware limited liability company (“Propco”); Propco is the owner of (i) 100% of the issued and
outstanding membership interests in Mid-Atlantic Convenience Stores, LLC, a Delaware limited liability company (“MACS”), (ii) 100% of the issued and outstanding shares of capital stock of Aloha Petroleum, Ltd., a Hawaii
corporation and (iii) 100% of the issued and outstanding shares of capital stock of Susser Holdings Corporation, a Delaware corporation (“SHC”); MACS is the owner of 100% of the 

  
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issued and outstanding membership interests in MACS Retail LLC, a Virginia limited liability company; and SHC is the direct or indirect owner of each of the entities listed on Schedule C
hereto. Such shares of capital stock and membership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate of incorporation and the certificate of formation, as applicable, of each Subsidiary and
the bylaws and the limited liability company agreement, as applicable, of each Subsidiary (together, the “Subsidiary Organizational Documents”) and are fully paid (to the extent required by the applicable Subsidiary Organizational
Documents) and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware LLC Act or the equivalent provisions of the statute governing the organization of such Subsidiary in the jurisdiction of
such Subsidiary’s formation); and the Partnership, the Operating Company, Propco, MACS and SHC, as the case may be, own such shares of capital stock and membership interests, as applicable, free and clear of all Liens, other than Liens created
pursuant to the Revolving Credit Facility. The GP LLC Agreement, the Partnership Agreement and the Subsidiary Organizational Documents are referred to collectively herein as the “Organizational Agreements” and each, individually, as
an “Organizational Agreement.” 
 Section 3.11 No Other Subsidiaries. None of the Partnership Entities owns or,
at the Closing Date will own, directly or indirectly, an equity interest in, or long-term debt securities of, any corporation, partnership, limited liability company, joint venture, association or other entity, other than another Partnership Entity
and Sunoco Retail. 
 Section 3.12 No Restrictions on Subsidiaries. None of the Subsidiaries is, or at the Closing Date will be,
prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Partnership, from making any other distribution on such Subsidiary’s equity securities held
directly or indirectly by the Partnership, from repaying to the Partnership any loans or advances to such Subsidiary from the Partnership or from transferring any of such Subsidiary’s properties or assets to the Partnership or any other
Subsidiary of the Partnership, except as set forth in the Revolving Credit Facility. 
 Section 3.13 Authority. Each of the
Partnership and the General Partner has the full limited partnership or limited liability company right, power and authority, as the case may be, necessary (A) to execute and deliver this Agreement and, in the case of the Partnership, to
perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Partnership of this Agreement and the consummation by the Partnership of the transactions contemplated by such
Agreement has been duly and validly taken, (B) in the case of the Partnership, to issue, sell and deliver the Purchased Units and (C) in the case of the General Partner, to act as the general partner of the Partnership. 

Section 3.14 Authorization, Execution and Delivery of Agreement. This Agreement has been duly authorized and validly, executed and
delivered by or on behalf of the Partnership and constitutes a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided that the enforceability thereof may be limited
by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles (whether considered in a proceeding at law or in
equity) relating to enforceability and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).


  
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 Section 3.15 Authorization, Execution and Delivery of the Registration Rights
Agreement. On the Closing Date, the Registration Rights Agreement will have been duly authorized and validly executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the
Partnership in accordance with its terms, provided that the enforceability thereof may be limited by the Enforceability Exceptions. 

Section 3.16 Authorization of the Contribution Agreement. On the Closing Date, the Contribution Agreement will have been duly
authorized and validly executed and delivered by the Partnership Entities party thereto and will constitute a valid and binding agreement, enforceable against the Partnership Entities party thereto in accordance with its terms; provided that
the enforceability thereof may be limited by the Enforceability Exceptions. Prior to the execution and delivery hereof by the Purchaser, the Partnership has provided the Purchaser with a draft of the Contribution Agreement (other than exhibits and
schedules, except to the extent they will be filed with the Commission within four Business Days of the date hereof). 
 Section 3.17
Authorization, Execution, Delivery and Enforceability of Certain Agreements. Each of the Organizational Agreements of the Partnership and the General Partner have been duly authorized and validly executed and delivered by the parties thereto
and are valid and legally binding agreements of such parties thereto, enforceable against the parties thereto in accordance with their respective terms; provided that, with respect to each such agreement, the enforceability thereof may be
limited by the Enforceability Exceptions. 
 Section 3.18 Authorization of Common Units. The Common Units to be purchased by the
Purchaser from the Partnership, and the limited partner interests represented thereby, have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this
Agreement against payment of the consideration set forth herein, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-303,
17-607 or 17-804 of the Delaware LP Act). 
 Section 3.19 Authorization of Contribution Equity Consideration. The Common Units
to be issued by the Partnership pursuant to the Contribution Agreement, and the limited partner interests represented thereby, have been duly authorized and, when issued and delivered in accordance with the terms of the Partnership Agreement and the
Contribution Agreement as consideration therefor as provided therein, will be fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-303, 17-607 or
17-804 of the Delaware LP Act). 
 Section 3.20 Authorization of Common Units to be Purchased by the PIPE Purchasers. The Common
Units to be issued by the Partnership pursuant to the PIPE Purchase Agreement, and the limited partner interests represented thereby, have been duly authorized and, when issued and delivered in accordance with the terms of the Partnership Agreement
and the PIPE Purchase Agreement as consideration therefor as provided therein, will be fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-303,
17-607 or 17-804 of the Delaware LP Act). 

  
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 Section 3.21 Purchased Units. On the Closing Date, the Purchased Units shall have
those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. 

Section 3.22 Capitalization of the Partnership. As of the date hereof, the issued and outstanding partnership interests of the
Partnership consist of (i) 52,373,639 Common Units, 10,939,436 Subordinated Units, 11,018,744 Class A Units and the Incentive Distribution Rights, which are the only limited partner interests of the Partnership issued and outstanding
(other than limited partner interests issued under the Partnership’s Long-Term Incentive Plan), and (ii) the General Partner Interest; all of such Common Units have been duly authorized and validly issued pursuant to the Partnership
Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). 

Section 3.23 No Option or Preemptive Rights of Common Units; No Registration Rights. Except as (A) provided in the Amended
and Restated Operating Agreement of SLLC, (B) provided to the General Partner in the Partnership Agreement, or (C) contemplated by this Agreement, the Existing Registration Rights Agreements and the Registration Rights Agreement, there are
no options, warrants, preemptive rights, rights of first refusal or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of any of the Partnership Entities, in each case pursuant to
any Organizational Agreement or any other agreement or other instrument to which any such Partnership Entity is a party or by which any such Partnership Entity may be bound. Except as contemplated by this Agreement, the Existing Registration Rights
Agreements and the Registration Rights Agreement or pursuant to the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership and any Person granting such Person the right to require the Partnership
to file a registration statement under the Securities Act with respect to any equity securities of the Partnership owned or to be owned by such Person or to require the Partnership to include such equity securities in the Registration Statement or
in any other registration statement filed by or required to be filed by the Partnership under the Securities Act. Neither the filing of the Registration Statement pursuant to the Registration Rights Agreement nor the offering, issuance or sale of
the Purchased Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership. 

Section 3.24 Absence of Violations, Defaults and Conflicts. None of the Partnership Entities is (A) in violation of its
Organizational Agreements, (B) in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default under, any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or instrument to which any of the Partnership Entities is or, on the Closing Date, will be, a party or by which it or any of them may be bound or to which any of the properties or
assets of any of the Partnership Entities is subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse
Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Authority, except for any such violations that would not, singly or in the aggregate, result in a Material Adverse Effect.
The execution, delivery and performance of this Agreement and the Registration Rights Agreement and the consummation of the transactions 

  
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contemplated hereby and the consummation of transactions contemplated in the Contribution Agreement do not and will not, whether with or without the giving of notice or passage of time or both,
constitute a breach or violation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien upon any properties or assets of any of the Partnership Entities pursuant to, the Agreements and
Instruments (except for any such violations, breaches, defaults, Repayment Events or Liens, that would not, singly or in the aggregate, result in a Material Adverse Effect and other than Liens created pursuant to the Revolving Credit Facility), nor
will such action result in (x) any violation of the provisions of the Organizational Agreements of any of the Partnership Entities or (y) any violation of any law, statute, rule, regulation, judgment, order, writ or decree of any
Governmental Authority, except in the case of clause (y), for any such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition
which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by any of the
Partnership Entities. 
 Section 3.25 No Labor Dispute. No labor dispute with the employees of any of the Partnership Entities
engaged in the business of the Partnership Entities exists or, to the knowledge of the Partnership Entities, is threatened or imminent, which, in any case, would result in a Material Adverse Effect. 

Section 3.26 Litigation. There are no legal or governmental proceedings pending to which any of the Partnership Entities is a
party or to which any property or assets of the Partnership Entities is the subject that could reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Partnership Entities, no such proceedings are threatened or
contemplated by any Governmental Authority or by others. 
 Section 3.27 Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Authority is necessary or required for the performance by any of the Partnership Entities of its obligations hereunder, in connection with
the offering, issuance or sale of the Purchased Units hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act, the rules of the NYSE,
state securities laws or the rules of Financial Industry Regulatory Authority, Inc. 
 Section 3.28 Possession of Licenses and
Permits. Each of the Partnership Entities possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Authorities necessary to
conduct the business now operated by them, except for any failures to possess a Governmental License that would not, singly or in the aggregate, result in a Material Adverse Effect. Each of the Partnership Entities is in compliance with the terms
and conditions of all Governmental Licenses, except for any failures to comply that would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except for any
failures of such Governmental Licenses to be in full force and effect that would not, singly or in the aggregate, result in a Material Adverse Effect. None of the Partnership Entities has received any notice of proceedings relating to the revocation
or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 

  
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 Section 3.29 Title to Property. The Partnership Entities have good and marketable
title to all real property owned by them and good title to all other property owned by them, in each case, free and clear of all Liens, except such as do not, singly or in the aggregate, materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the Partnership Entities; and all of the leases and subleases material to the business of the Partnership Entities, considered as one enterprise, are in full force and effect,
and none of the Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of any of the Partnership Entities under any of the leases or subleases mentioned above, or affecting or
questioning the rights of any such Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease. 

Section 3.30 Possession of Intellectual Property. The Partnership Entities own or possess, or can acquire on reasonable terms,
adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or
other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and none of the Partnership Entities has received any notice or is otherwise aware of any infringement of
or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Partnership Entities therein, and
which infringements or conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidities or inadequacies, singly or in the aggregate, would result in a Material Adverse Effect. 

Section 3.31 Environmental Laws. Except as disclosed in the SEC Reports or would not, singly or in the aggregate, result in a
Material Adverse Effect, (A) none of the Partnership Entities is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the Release (defined below) or threatened Release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or
petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials
(collectively, “Environmental Laws”), (B) the Partnership Entities have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements,
(C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against
any of the Partnership Entities and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental
Authority, against or affecting any of the Partnership Entities relating to Hazardous Materials or any Environmental Laws. The term “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure. 

  
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 Section 3.32 Hazardous Materials. Except as disclosed in the SEC Reports, there has
been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating to or caused by any of the Partnership Entities (or, to the knowledge of the Partnership Entities, any other
entity (including any predecessor) for whose acts or omissions any of the Partnership Entities is or could reasonably be expected to be liable) at, on, under or from any property or facility now or previously owned, operated or leased by any of the
Partnership Entities, or at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner or amount or to a location that could reasonably be expected to result in any liability under any Environmental Law,
except for any violations or liabilities that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 

Section 3.33 Review of Environmental Laws. In the ordinary course of its business, the Partnership Entities conduct a periodic
review of the effect of Environmental Laws on the business, operations and properties of the Partnership Entities, in the course of which they identified and evaluated associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the
basis of such review, the Partnership Entities have concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as disclosed in or contemplated in the SEC Reports. 

Section 3.34 Compliance with ERISA. (A) Each employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Partnership or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section 414 of the Internal Revenue Code (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes,
orders, rules and regulations, including but not limited to ERISA and the Code, except for any instances of noncompliance that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) no
prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption, that would result
in a Material Adverse Effect; (C) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as
applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any
amortization period); (D) the fair market value of the assets of each Plan that is subject to Title IV of ERISA (other than a “multiemployer plan”) exceeds the present value of all benefits accrued under such Plan (determined based on
those assumptions used to fund such Plan); (E) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or would result, in a Material
Adverse Effect; (F) neither the Partnership nor any member of the Controlled Group has incurred, nor 

  
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reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and
without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA); and (G) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department
of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would result in a Material Adverse Effect. Neither of the following events has occurred or is
reasonably likely to occur: (1) an increase in the aggregate amount of contributions required to be made to all Plans by the Partnership Entities in the Partnership’s current fiscal year compared to the amount of such contributions made in
the Partnership’s most recently completed fiscal year that is expected to result in a Material Adverse Effect; or (2) an increase in the Partnership Entities’ “accumulated post-retirement benefit obligations” (within the
meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Partnership’s most recently completed fiscal year that is expected to result in a Material Adverse Effect. 

Section 3.35 Accounting Controls and Disclosure Controls. The Partnership maintains effective internal control over financial
reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general
or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance
with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the
interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports is accurate. As of the date hereof, (1) since the end of the Partnership’s most recent audited fiscal year, there has been
(i) no material weakness in the Partnership’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Partnership’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting, and (2) the Partnership is not aware of any fraud, whether or not material, that involves management or other employees who have a
significant role in the Partnership’s internal control over financial reporting. 
 The Partnership maintains an effective system of
disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files or submits, or will file or
submit, under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that all such information is accumulated and communicated to the Partnership’s
management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure. Such disclosure controls and
procedures are effective in all material respects to perform the functions for which they are established to the extent required by Rule 13a-15 of the Exchange Act. 

  
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 Section 3.36 Compliance with Sarbanes-Oxley Act of 2002. There is and has been no
failure on the part of the Partnership or, to the knowledge of the Partnership, any of the General Partner’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of
2002 or the rules and regulations promulgated in connection therewith or the rules of the NYSE, in each case that are effective and applicable to the Partnership. 

Section 3.37 Tax Returns. Each of the Partnership Entities has filed (or has obtained extensions with respect to filing) all
foreign, federal, state and local tax returns (including, without limitation, any information returns, statements, forms, filings and reports) that are required to be filed through the date hereof, except in any case in which the failure so to file
would not, singly or in the aggregate, be reasonably expected to have a Material Adverse Effect, and has timely paid all taxes (including, without limitation, any estimated taxes) required to be paid by it and any other assessment, fine or penalty
levied against it, to the extent that any of the foregoing is due and payable, other than (a) those that are currently being contested in good faith by appropriate actions and for which adequate reserves have been established or (b) those
which, if not paid, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and, to the knowledge of the Partnership, no tax deficiencies have been or could reasonably be expected to be asserted against
the Partnership that could, in the aggregate reasonably be expected to have a Material Adverse Effect. 
 Section 3.38
Insurance. The Partnership Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute
engaged in the same or similar business, and all such insurance is in full force and effect. No Partnership Entity has any reason to believe that it will not be able (A) to renew its existing insurance coverage as and when such policies expire
or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. None of the Partnership Entities has
been denied any insurance coverage which it has sought or for which it has applied. 
 Section 3.39 Investment Company Act. None
of the Partnership Entities is required, and as of the Closing Date after giving effect to the offer and sale of the Purchased Units and the application of the proceeds therefrom, none of the Partnership Entities will be required, to register as an
“investment company” under the Investment Company Act of 1940. 
 Section 3.40 Absence of Price Manipulation. None of
the Partnership Entities has taken, nor will any of the Partnership Entities take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the
price of any security of the Partnership to facilitate the sale or resale of the Purchased Units or a violation of Regulation M under the Exchange Act. 

Section 3.41 Foreign Corrupt Practices Act. No Partnership Entity nor, to the knowledge of the Partnership Entities, any director,
officer, agent, employee, affiliate or other person acting on behalf of or providing services to any Partnership Entity, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or 

  
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authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is
defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Partnership Entities and, to the knowledge of the Partnership Entities, their affiliates
have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 

Section 3.42 Money Laundering Laws. The operations of each of the Partnership Entities are and have been conducted at all times in
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental
Authority involving any of the Partnership Entities with respect to the Money Laundering Laws is pending or, to the knowledge of the Partnership Entities, threatened. 

Section 3.43 OFAC. None of the Partnership Entities nor, to the knowledge of the Partnership Entities, any director, officer,
agent, employee, affiliate, representative or other person acting on behalf of or providing services to any Partnership Entity, is a Person currently the subject or target of any sanctions administered or enforced by the United States Government,
including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union, Her Majesty’s Treasury (HMT), or other relevant sanctions
authority (collectively, “Sanctions”), nor is any Partnership Entity located, organized or resident in a country or territory that is the subject of Sanctions; and no Partnership Entity will directly or indirectly use the proceeds
of the sale of the Purchased Units, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory,
that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of
Sanctions. 
 Section 3.44 No Broker’s Fees. Other than as described in the Placement Agent Engagement Letter, none of the
Partnership Entities or any of their respective Subsidiaries is a party to any contract, agreement or understanding with any Person (other than this Agreement) that would give rise to a valid claim against the Partnership Entities or any Placement
Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Purchased Units. 

Section 3.45 No Registration. Assuming the accuracy of the representations and warranties of the Purchaser contained in
Section 4.6 and Section 4.7, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Partnership nor, to the knowledge of the
Partnership, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption. 

  
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 Section 3.46 Periodic Reports. The SEC Reports have been filed with the Commission on
a timely basis. The SEC Reports, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements, solely on the dates of
effectiveness) (except to the extent corrected by a subsequent SEC Report) (A) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading and (B) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. 

Section 3.47 No Integration. The Partnership has not sold or issued any securities that would be integrated with the offering and
sale of the Purchased Units contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission. 

Section 3.48 NYSE Listing of Purchased Units. As of the Closing Date, the Purchased Units will be approved for listing, subject to
official notice of issuance and evidence of satisfactory distribution, on the NYSE. 
 Section 3.49 MLP Status. The Partnership
is properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under Section 7704(d) of the Code. 

Section 3.50 Placement Agent Reliance. The Partnership acknowledges that the Placement Agent may rely upon the representations and
warranties made by the Partnership to the Purchaser in this Agreement. 
 Section 3.51 No Side Agreements. There are no
agreements by, among or between any of the Partnership Entities, on the one hand, and the Purchaser or any of its Affiliates (other than the Partnership and its Subsidiaries), on the other hand, with respect to the transactions contemplated hereby
other than the Operative Documents, nor promises or inducements for future transactions between or among any of such parties. 
 ARTICLE
IV 
 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

The Purchaser hereby represents and warrants to the Partnership that: 

Section 4.1 Existence. The Purchaser is duly organized and validly existing and in good standing under Delaware law, with all
requisite power and authority to own, lease, use and operate its properties and to conduct its business as currently conducted, except where the failure to have such power or authority would not prevent the consummation of the transactions
contemplated by this Agreement and the Registration Rights Agreement. 
 Section 4.2 Authorization, Enforceability. The
Purchaser has all necessary partnership power and authority to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated thereby, and the execution,
delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement has been duly authorized by all necessary action on the part of the Purchaser; and this Agreement and the Registration Rights Agreement constitute the
legal, valid and binding obligations of the Purchaser, enforceable in accordance with their terms, subject to the Enforceability Exceptions. 

  
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 Section 4.3 No Breach. The execution, delivery and performance of this Agreement and
the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material agreement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the property or assets of the Purchaser is subject, (B) conflict with or result in any violation of the
provisions of the organizational documents of the Purchaser, or (C) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Purchaser or the property or assets of the Purchaser,
except in the cases of clauses (A) and (C), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement. 

Section 4.4 Certain Fees. No fees or commissions are or will be payable by the Purchaser to brokers, finders, or investment
bankers with respect to the purchase of any of the Purchased Units or the consummation of the transaction contemplated by this Agreement. The Purchaser agrees that it will indemnify and hold harmless the Partnership from and against any and all
claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated
by this Agreement. 
 Section 4.5 No Side Agreements. There are no other agreements by, among or between the Purchaser and any
of its Affiliates, on the one hand, and the Partnership or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents nor promises or inducements for future transactions between
or among any of such parties. 
 Section 4.6 Investment. The Purchased Units are being acquired for the Purchaser’s own
account or the account of its Affiliates, and with no present intention of distributing the Purchased Units or any part thereof, and the Purchaser has no present intention of selling or granting any participation in or otherwise distributing the
same in any transaction in violation of the securities Laws of the United States of America or any state, without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units
under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, if available, Rule 144 promulgated thereunder). If the Purchaser should in the
future decide to dispose of any of the Purchased Units, the Purchaser understands and agrees (A) that it may do so only (i) in compliance with the Securities Act and applicable state securities Law, as then in effect, or pursuant to an
exemption therefrom or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (B) that stop-transfer instructions to that effect will be in effect with respect to such
securities. 
 Section 4.7 Nature of Purchaser. The Purchaser represents and warrants to, and covenants and agrees with, the
Partnership that, (A) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (B) by reason of its business and financial experience it has
such knowledge, 

  
 23 








 
sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in
the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. 

Section 4.8 Restricted Securities. The Purchaser understands that the Purchased Units are characterized as “restricted
securities” under the federal securities Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may not be resold absent
registration under the Securities Act or an exemption therefrom. In this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act. 

Section 4.9 Legend. The Purchaser understands that the book entry evidencing the Purchased Units will bear the following legend:
“These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities may not be sold or offered for sale except pursuant to an effective registration statement under
the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such
securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration under the Securities Act.” 

Section 4.10 Company Information. The Purchaser acknowledges and agrees that the Company has provided or made available to the
Purchaser (through EDGAR, the Company’s website or otherwise) all SEC Reports, as well as all press releases or investor presentations issued by the Company through the date of this Agreement that are included in a filing by the Company on
Form 8-K or clearly posted on the Company’s website. 
 Section 4.11 Placement Agent Reliance. The Purchaser agrees
that the Placement Agent may rely upon the representations and warranties made by the Purchaser to the Company in this Agreement. In addition, the Purchaser acknowledges that the Placement Agent has not made any representations, declarations or
warranties to the Purchaser regarding the Partnership or its offering of the Common Units. The Purchaser further acknowledges and agrees that the Placement Agent has not offered to sell, or solicited an offer to buy, any of the Common Units, which
the Purchaser proposes to acquire from the Partnership. 
 Section 4.12 Short Selling. The Purchaser represents that it has not
entered into any Short Sales of the Common Units owned by it since the time it first began discussions with the Partnership or the Placement Agent about the transactions contemplated by this Agreement. 

ARTICLE V 
 COVENANTS

 Section 5.1 Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly
to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without
limiting the foregoing, the Partnership and the Purchaser shall each use its commercially 

  
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reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable
for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests
for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such
information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s insider trading policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable
efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the
Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done,
and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit
Facility Amendment. The Partnership shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement. 
 Section 5.2 Other Actions.
The Partnership shall file prior to the Closing a supplemental listing application with the NYSE to list the Purchased Units. 

Section 5.3 Purchase Price Adjustment. The Common Unit Price payable by the Purchaser pursuant to Section 2.1(b) shall
be adjusted by decreasing such Common Unit Price by the Purchase Price Adjustment. For federal income tax purposes, the Purchase Price Adjustment is, and will be treated by the parties as, an adjustment to the Purchase Price paid by the Purchaser
for the Purchased Units. 
 ARTICLE VI 

INDEMNIFICATION 

Section 6.1 Indemnification by the Partnership. The Partnership agrees to indemnify the Purchaser and its Representatives
(collectively, the “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in
connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel
and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way
related to the breach of any of the representations, warranties or covenants of the Partnership contained herein, provided that 

  
 25 








 
such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of the survival period for such representations or warranties; and
provided, further, that no Purchaser Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages. Notwithstanding anything to the contrary, consequential damages shall not be deemed to
include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification above. 

Section 6.2 Indemnification by the Purchaser. The Purchaser agrees to indemnify the Partnership, the General Partner and their
respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and
causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and
disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising
out of, or in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein, provided that such claim for indemnification relating to a breach of the representations and warranties is
made prior to the expiration of such representations and warranties; and provided, further, that no Partnership Related Parties shall be entitled to recover special, consequential (including lost profits or diminution in value) or
punitive damages. 
 Section 6.3 Indemnification Procedure. Promptly after receipt by an indemnified party under this Article
VI of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Article VI, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI
except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this Article VI. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Article VI for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent
jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under
this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified
party; (iii) the indemnified party and its directors, officers, 

  
 26 








 
employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying
party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying
party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall
be paid by the indemnifying party. No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the
consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Sections 6.1
and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to
the date of such settlement. 
 ARTICLE VII 

MISCELLANEOUS 

Section 7.1 Certain Special Allocations of Book and Taxable Income. The initial Capital Account balance attributable to a
Purchased Unit shall equal the Common Unit Price (as adjusted by the Purchase Price Adjustment). To the extent that the initial Capital Account balance attributable to a Purchased Unit differs from the Per Unit Capital Amount as of the Closing Date
for a then Outstanding Common Unit after taking into account the issuance of the Purchased Units, the General Partner intends to specially allocate Partnership items of book and taxable income, gain, loss or deduction to the Purchaser so that the
Per Unit Capital Amount with respect to their Purchased Units is equal to the Per Unit Capital Amount with respect to other Common Units (and thus to assure fungibility of all Common Units). Such special allocation will occur upon the earlier to
occur of any taxable period of the Partnership ending upon, or after, (i) an event described in Section 5.5(d) of the Partnership Agreement or a sale of all or substantially all of the assets of the Partnership occurring after the
date of the issuance of the Purchased Units or (ii) the transfer of Purchased Units to a Person that is not an Affiliate of the Purchaser, in which case, such allocation shall be made only with respect to the Purchased


  
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Units so transferred. To the maximum extent permissible under the Partnership Agreement or under applicable law, a special allocation resulting from clause (i) will be made through
allocations of Unrealized Gain. 
 Section 7.2 Interpretation and Survival of Provisions. Article, Section, Schedule and Exhibit
references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and
otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under the Operative Documents, the expense of complying with
that obligation shall be an expense of such party unless otherwise specified. Whenever any determination, consent, or approval is to be made or given by the Purchaser, such action shall be in the Purchaser’s sole discretion unless otherwise
specified in this Agreement. If any provision in the Operative Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Operative Documents shall be construed and enforced as if such
illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Operative Documents, and the remaining provisions shall remain in full force and effect. The Operative Documents have been reviewed and negotiated by
sophisticated parties with access to legal counsel and shall not be construed against the drafter. 
 Section 7.3 Survival of
Provisions. The representations and warranties set forth in Sections 3.5, 3.6, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.20, 3.21, 3.22, 3.43, 3.44 and
3.49 shall survive indefinitely, and the other representations and warranties set forth herein shall survive for a period of twelve months following the Closing Date regardless of any investigation made by or on behalf of the Partnership or
the Purchaser. The covenants made in this Agreement shall survive the Closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and
repayment, conversion, exercise or repurchase thereof. All indemnification obligations of the Partnership and the Purchaser pursuant to this Agreement and the provisions of Article VI shall remain operative and in full force and effect unless
such obligations are expressly terminated in a writing by the parties, regardless of any purported general termination of this Agreement. 

Section 7.4 No Waiver; Modifications in Writing. 

(a) Delay. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to a party at law or in equity or otherwise. 
 (b) Specific Waiver. Except as
otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement or any other Operative Document shall be effective unless signed by each of the parties hereto or thereto affected by such
amendment, waiver, consent, modification, or termination. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Partnership from the
terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Partnership
in any case shall entitle the Partnership to any other or further notice or demand in similar or other circumstances. 

  
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 Section 7.5 Binding Effect; Assignment. 

(a) Binding Effect. This Agreement shall be binding upon the Partnership, the Purchaser, and their respective successors and permitted
assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns. 

(b) Assignment of Rights. The Purchaser may assign all or any portion of its rights and obligations under this Agreement without the
consent of the Partnership to any Affiliate of the Purchaser. Except as expressly permitted by this Section 7.5(b), such rights and obligations may not otherwise be transferred except with the prior written consent of the Partnership (which
consent shall not be unreasonably withheld), in which case the assignee shall be deemed to be the Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be bound by the provisions of this Agreement. 

Section 7.6 Confidentiality. Notwithstanding anything herein to the contrary, to the extent that the Purchaser has executed or is
otherwise bound by a confidentiality agreement in favor of the Partnership, the Purchaser shall continue to be bound by such confidentiality agreement in accordance with the terms thereof. 

Section 7.7 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or
certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses: 

(a) If to the Purchaser: 

Energy Transfer Equity, L.P. 

c/o LE GP, LLC 
 8111
Westchester Drive 
 Dallas, Texas 75225 

Attention: John McReynolds 

Electronic Mail: John.McReynolds@energytransfer.com 

(b) If to the Partnership: 

Sunoco LP 
 c/o Sunoco GP LLC

 3801 West Chester Pike 

Newtown Square, PA 19073 

Attention: Associate General Counsel 

  
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 with a copy to: 

Latham & Watkins LLP 

811 Main Street 
 Suite 3700

 Houston, Texas 77002 

			
	Attention:	  	William N. Finnegan IV
		  	Debbie P. Yee
	Facsimile:	  	(713) 546-5401

 or to such other address as the Partnership or the Purchaser may designate in writing. All notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time of transmittal, if sent via electronic mail; upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed;
when receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery. 

Section 7.8 Removal of Legend. The Partnership, at its sole cost, shall remove the legend described in Section 4.9 (or
instruct its transfer agent to so remove such legend) from the certificates evidencing Purchased Units issued and sold to the Purchaser pursuant to this Agreement if (A) such Purchased Units are sold pursuant to an effective registration
statement under the Securities Act, (B) such Purchased Units are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Partnership), or (C) such Purchased Units are eligible for sale under Rule 144, without
the requirement for the Partnership to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner of sale restrictions. In connection with
a sale of the Purchased Units by the Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the transfer agent and the Partnership a customary broker representation letter providing to the transfer agent and the
Partnership any information the Partnership deems reasonably necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of
the Partnership and regarding the length of time the Purchased Units have been held. Upon receipt of such representation letter, the Partnership shall promptly direct its transfer agent to remove the legend referred to in Section 4.9
from the appropriate book-entry accounts maintained by the transfer agent, and the Partnership shall bear all costs associated therewith. After the Purchaser or its permitted assigns have held the Purchased Units for such time as Affiliates are
permitted to sell without volume limitations under Rule 144, if the certificate for such Purchased Units still bears the restrictive legend referred to in Section 4.9, the Partnership agrees, upon request of the Purchaser or permitted
assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.9 from the Purchased Units, and the Partnership shall bear all costs associated therewith, regardless of whether the request is
made in connection with a sale or otherwise, so long as the Purchaser or its permitted assigns provide to the Partnership any information the Partnership deems reasonably necessary to determine that the legend is no longer required under the
Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Partnership (and a covenant to inform the Partnership if it should thereafter become an Affiliate and to consent to exchange its
certificates for certificates bearing an appropriate restrictive legend) and regarding the length of time the Purchased Units have been held. 

  
 30 








 Section 7.9 Entire Agreement. This Agreement, the other Operative Documents and the
other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or the other Operative Documents with respect to the rights granted by
the Partnership or any of its Affiliates or the or any of its Affiliates set forth herein or therein. This Agreement, the other Operative Documents and the other agreements and documents referred to herein or therein supersede all prior agreements
and understandings between the parties with respect to such subject matter. 
 Section 7.10 Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles (other than Section 5-1401 of the General Obligations Law). 

Section 7.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 
 Section 7.12
Termination. 
 (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the
Closing by the Purchaser (with respect to the Purchaser only), upon a breach in any material respect by the Partnership of any covenant or agreement set forth in this Agreement. 

(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing: 

(i) if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been
taken by any Governmental Authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the
transactions contemplated by this Agreement illegal; or 
 (ii) if the transactions contemplated under the PIPE Purchase
Agreement have not been consummated. 
 (c) In the event of the termination of this Agreement as provided in this Section 7.12,
this Agreement shall forthwith become null and void. In the event of such termination, there shall be no liability on the part of any party hereto, except as set forth in Article VI of this Agreement. 

  
 31 








 Section 7.13 Recapitalization, Exchanges, Etc. Affecting the Common Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for or in substitution of, the Common Units, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement and
prior to the Closing. 
 [Signature pages follow.] 

  
 32 








 IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first
above written. 
  

					
	SUNOCO LP
		
	By:	 	Sunoco GP LLC,
		 	its General Partner
		
	By:	 	 /s/ Robert W. Owens

		 	Name:	 	Robert W. Owens
		 	Title:	 	President and Chief Executive Officer



  
 Signature Page to
Common Unit Purchase Agreement 








 
					
	ENERGY TRANSFER EQUITY, L.P.
		
	By:	 	LE GP, LLC,
		 	its General Partner
		
	By:	 	 /s/ Jamie Welch

		 	Name:	 	Jamie Welch
		 	Title:	 	Group Chief Financial Officer



  
 Signature Page to
Common Unit Purchase Agreement 








 Schedule A – Subsidiaries of the Partnership 

 

	•	 	Sunoco Finance Corp., a Delaware corporation 

  

	•	 	Sunoco, LLC, a Delaware limited liability company 

  

	•	 	Susser Petroleum Property Company LLC, a Delaware limited liability company 

  

	•	 	Sunoco Energy Services LLC, a Texas limited liability company 

  

	•	 	Mid-Atlantic Convenience Stores, LLC, a Delaware limited liability company 

  

	•	 	Southside Oil, LLC, a Virginia limited liability company 

  

	•	 	MACS Retail LLC, a Virginia limited liability company 

  

	•	 	Aloha Petroleum, Ltd., a Hawaii corporation 

  

	•	 	Aloha Petroleum LLC, a Delaware limited liability company 

  

	•	 	Susser Petroleum Operating Company LLC, a Delaware limited liability company 

  

	•	 	Susser Holdings Corporation, a Delaware corporation 

  

	•	 	Stripes Holdings LLC, a Delaware limited liability company 

  

	•	 	Susser Holdings, L.L.C., a Delaware limited liability company 

  

	•	 	APT Management Company, LLC, a Texas limited liability company 

  

	•	 	Susser Finance Corporation, a Delaware corporation 

  

	•	 	Stripes LLC, a Texas limited liability company 

  

	•	 	Applied Petroleum Technologies, Ltd., a Texas limited partnership 

  

	•	 	Susser Company, Ltd., a Texas limited partnership 

  

	•	 	Stripes Acquisition LLC, a Texas limited liability company 

  

	•	 	Susser Petroleum Company LLC, a Texas limited liability company 

  

	•	 	SSP BevCo II LLC, a Texas limited liability company 

  

	•	 	Corpus Christi Reimco, LLC, a Texas limited liability company 

  

	•	 	C&G Investments, LLC, a Delaware limited liability company 


  
 Schedule A to Common
Unit Purchase Agreement 









	•	 	Susser Financial Services LLC, a Delaware limited liability company 

  

	•	 	Stripes No. 1009 LLC, a Texas limited liability company 

  

	•	 	TCFS Holdings, Inc., a Texas corporation 

  

	•	 	GoPetro Transport LLC, a Texas limited liability company 

  

	•	 	SSP BevCo I LLC, a Texas limited liability company 

  

	•	 	Town & Country Food Stores, Inc., a Texas corporation 

  

	•	 	SSP Beverage, LLC, a Texas limited liability company 

  

	•	 	TND Beverage, LLC, a Texas limited liability company 

  

	•	 	Quick Stuff of Texas, Inc., a Texas corporation 


  
 Schedule A to Common
Unit Purchase Agreement 








 Schedule B – List of Jurisdictions of Organization and Foreign Qualification 

 

									
	 Entity
	 	 Jurisdiction of

Organization
	 	 Jurisdiction(s) of

Foreign Qualification

	Sunoco LP	 	Delaware	 		 	Texas	 	
	Sunoco GP LLC	 	Delaware	 		 	Texas	 	
	Sunoco Finance Corp.	 	Delaware	 		 	None	 	
	Sunoco, LLC	 	Delaware	 	Alabama	 	Maryland	 	Oklahoma
	 	 	Arizona	 	Massachusetts	 	Oregon
	 	 	Arkansas	 	Michigan	 	Pennsylvania
	 	 	California	 	Minnesota	 	Rhode Island
	 	 	Colorado	 	Mississippi	 	South Carolina
	 	 	Connecticut	 	Missouri	 	South Dakota
	 	 	Florida	 	Montana	 	Tennessee
	 	 	Georgia	 	Nebraska	 	Texas
	 	 	Idaho	 	Nevada	 	Utah
	 	 	Illinois	 	New Hampshire	 	Vermont
	 	 	Indiana	 	New Jersey	 	Virginia
	 	 	Iowa	 	New Mexico	 	Washington
	 	 	Kansas	 	New York	 	Washington, D.C.
	 	 	Kentucky	 	North Carolina	 	West Virginia
	 	 	Louisiana	 	North Dakota	 	Wisconsin
	 	 	Maine	 	Ohio	 	Wyoming
	Susser Petroleum Operating Company LLC	 	Delaware	 		 	 Arkansas

Hawaii
 Kansas

Louisiana New
 Mexico

Oklahoma
 Texas
	 	
	Susser Petroleum Property Company LLC	 	Delaware	 		 	Texas	 	
	Sunoco Energy Services LLC	 	Texas	 		 	 Arkansas

New Mexico
 Kansas

Oklahoma
	 	
	Mid-Atlantic Convenience Stores, LLC	 	Delaware	 		 	 Maryland

Virginia
	 	
	Southside Oil, LLC	 	Virginia	 	 Delaware

Connecticut
	 	 Maryland

New Jersey
	 	 Tennessee

West Virginia

		 		 	Georgia	 	New York	 	Vermont
	 	 	Kentucky	 	Pennsylvania	 	


  
 Schedule B to Common
Unit Purchase Agreement 









									
	MACS Retail LLC	 	Virginia	 	 Georgia

Tennessee
 New York

	Aloha Petroleum, Ltd.	 	Hawaii	 	
	Aloha Petroleum LLC	 	Delaware	 	Hawaii
	Susser Holdings Corporation	 	Delaware	 	Texas
	Stripes Holdings LLC	 	Delaware	 	
	Susser Holdings, L.L.C.	 	Delaware	 	
	APT Management Company, LLC	 	Texas	 	Oklahoma
	Susser Finance Corporation	 	Delaware	 	
	Stripes LLC	 	Texas	 	 Oklahoma

New Mexico

	Applied Petroleum Technologies, Ltd.	 	Texas	 	
	Susser Company, Ltd.	 	Texas	 	
	Stripes Acquisition LLC	 	Texas	 	
	Susser Petroleum Company LLC	 	Texas	 	 Louisiana

New Mexico
 Oklahoma

	SSP BevCo II LLC	 	Texas	 	
	Corpus Christi Reimco, LLC	 	Texas	 	
	C&G Investments, LLC	 	Delaware	 	
	Susser Financial Services LLC	 	Texas	 	
	Stripes No. 1009 LLC	 	Texas	 	
	TCFS Holdings, Inc.	 	Texas	 	
	GoPetro Transport LLC	 	Texas	 	
	SSP Bevco I LLC	 	Texas	 	
	Town & Country Food Stores, Inc.	 	Texas	 	
	SSP Beverage, LLC	 	Texas	 	
	TND Beverage, LLC	 	Texas	 	
	Quick Stuff of Texas, Inc.	 	Texas	 	


  
 Schedule B to Common
Unit Purchase Agreement 








 Schedule C– Subsidiaries of Susser Holdings Corporation 

 

	•	 	Stripes Holdings LLC, a Delaware limited liability company 

  

	•	 	Susser Holdings, L.L.C., a Delaware limited liability company 

  

	•	 	APT Management Company, LLC, a Texas limited liability company 

  

	•	 	Susser Finance Corporation, a Delaware corporation 

  

	•	 	Stripes LLC, a Texas limited liability company 

  

	•	 	Applied Petroleum Technologies, Ltd., a Texas limited partnership 

  

	•	 	Susser Company, Ltd., a Texas limited partnership 

  

	•	 	Stripes Acquisition LLC, a Texas limited liability company 

  

	•	 	Susser Petroleum Company LLC, a Texas limited liability company 

  

	•	 	SSP BevCo II LLC, a Texas limited liability company 

  

	•	 	Corpus Christi Reimco, LLC, a Texas limited liability company 

  

	•	 	C&G Investments, LLC, a Delaware limited liability company 

  

	•	 	Susser Financial Services LLC, a Delaware limited liability company 

  

	•	 	Stripes No. 1009 LLC, a Texas limited liability company 

  

	•	 	TCFS Holdings, Inc., a Texas corporation 

  

	•	 	GoPetro Transport LLC, a Texas limited liability company 

  

	•	 	SSP BevCo I LLC, a Texas limited liability company 

  

	•	 	Town & Country Food Stores, Inc., a Texas corporation 

  

	•	 	SSP Beverage, LLC, a Texas limited liability company 

  

	•	 	TND Beverage, LLC, a Texas limited liability company 

  

	•	 	Quick Stuff of Texas, Inc., a Texas corporation 


  
 Schedule C to Common
Unit Purchase Agreement