Distribution Motor Fuel Agreement by and between Sunoco, LLC and 7-Eleven, Inc. and SEI Fuel Services, Inc. dated January 23, 2018 * (asterisks located within the exhibit denote information which has been deleted pursuant to a confidential treatment request filed with the Securities and Exchange Commission)

This Distributor Motor Fuel Agreement (this “Agreement”) is made and executed as of January 23, 2018, by and between Sunoco, LLC (“Company”) whose address is 3801 West Chester Pike, Newtown Square, Pennsylvania 19073, and 7-Eleven, Inc. and SEI Fuel Services, Inc. (collectively, “Distributor”), whose address is 3200 Hackberry Road, Irving, Texas 76063, and states the terms and conditions under which Company will sell, and Distributor will purchase, Company's branded and unbranded gasoline (regular, plus and premium grades, and E-85 where applicable), diesel and kerosene.

The initial term of this Agreement shall be for a period of fifteen (15) contract years commencing April 1, 2018 (the “Effective Date”), and ending March 31, 2033 (the “Term”). “Contract Year” shall mean the period beginning on April 1 of each year and ending on March 31 of the following year during the Term. Contract Years shall be designated by the calendar in which the Contract Year commences; for example, the Contract Year commencing on April 1, 2018, shall be the 2018 Contract Year. During the period between the date of this Agreement and the Effective Date, all of the terms and conditions of this Agreement shall apply, except for the provisions of Sections 1.4(c), 1.5(b), 1.5(c), 1.6(b), 1.7 and 1.8.

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to Section 1.7. “Expected Annual Supply Margin” has been calculated by multiplying anticipated geographic region volume purchases by Distributor for Base Locations by the Market Supply Margin for the applicable geographic regions and adding to that the Distributor’s volume commitments for Growth Locations multiplied by [***]. The annual contract volume that Distributor is obligated to purchase during any Contract Year of this Agreement shall be subject to change as agreed to by the parties.

[***]

For the second Contract Year, the total Expected Annual Supply Margin is $[***] and the Adjusted Expected Annual Supply Margin is $[***]. The Guaranteed Minimum Payment for the second Contract Year would be $[***] plus the $[***] Shortfall from the previous year). If the Annual Supply Margin attained by Company for the second Contract Year is $[***], Distributor would be required to pay to Company a Make-Up Payment of $[***]. After giving effect to the Make-Up Payment, the Shortfall for the second Contract Year would be $[***]. This Shortfall will be carried forward to increase the succeeding year’s Guaranteed Minimum Payment and Adjusted Expected Annual Supply Margin.

If, on the other hand, Company’s Annual Supply Margin was $[***] in the initial Contract Year, and thus exceeded the Guaranteed Minimum Payment, no Make-Up Payment would be required, and the Shortfall in that case of $[***] would be added to the Guaranteed Minimum Payment for the second Contract Year and used to calculate the Adjusted Expected Annual Supply Margin.

then Expected Annual Supply Margin and Adjusted Expected Annual Supply Margin shall be reduced by the anticipated Location Annual Supply Margin proposed for such rejected Growth Location for the duration of the term of this Agreement effective as of the thirtieth (30^th) day after such notice.

During any State of Emergency declared by the President of the United States or any similar declaration made by any federal, state or local governmental authority, Company may elect, with Distributor’s consent, which is not to be unreasonably withheld, conditioned or delayed, to suspend on a temporary basis the application of pricing terms of this Agreement in the affected area and to charge instead the then published Branded Motor Fuel rack price in effect at the time and place of delivery. The duration of time this suspension of the Formula Price construct remains in effect shall be determined by Company, but in no case will exceed a period of six (6) months. Company shall not treat Distributor materially different than other customers of Company affected by the State of Emergency

Distributor and Company acknowledge that Distributor intends to add sites to its base during the term of this Agreement. To the extent permitted by Distributor’s contractual obligations, whether existing or arising from future acquisitions during the first two years of the term of this Agreement, Distributor will endeavor to notify Company of the addition of sites and grant Company the right to propose volumes and pricing for retail fuel supply to such new sites, but not on a "take or pay" basis. Distributor will consider such proposals, but will not be obligated to accept such proposals if Distributor determines, in its good faith business judgment, that the proposal is not in Distributor's best interest.

Company shall make available to Distributor, and Distributor shall use Company's credit and debit card program consistent with all requirements of this Agreement. All fees associated with Company’s credit and debit card program, shall be on terms described in Part 3. In addition, Distributor is required to participate in Company's Electronic Point of Sale ("EPOS") program as described in PART 3.

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Company and Distributor shall hold quarterly meetings to review dealings pursuant to this Agreement. The parties shall attempt to settle any disputes concerning costs, pricing, volumes, Expected Annual Supply Margin, Adjusted Expected Annual Supply Margin, Shortfalls and Make-Up Payments using commercially reasonable efforts. Other matters of review shall be supply cost, allocation issues, the addition and removal of Locations, Supply Margins and Growth Locations, quarterly estimated payments, RINS share, interchange fees, terminal charges, fuel branding and all applicable incentives.

Pursuant to a guarantee dated as of the date of this Agreement (the “Guarantee”), Company is a co-guarantor of the obligations of its affiliates that are sellers (the “Affiliated Sellers”) under the Asset Purchase Agreement. In the event of a Claim Subject to Escrow, the Affiliated Sellers are obligated to deposit into the Indemnity Escrow Account the amounts so required by Section 8.15 of the Asset Purchase Agreement. To the extent such obligations are unsatisfied for one Business Day, Company shall deposit with the Escrow Agent the amounts required to be deposited by Affiliated Sellers pursuant to Section 8.15(b) of the Asset Purchase Agreement.

Additionally, for any indemnification claim made by a Buyer Indemnified Party under the Asset Purchase Agreement, in the event (a) of any decision, judgment, arbitration award or other award rendered by a Governmental Entity of competent jurisdiction (which decision, judgment, arbitration award or other award need not be final and non-appealable) in respect of such indemnification claim, (b) of a settlement, adjustment or compromise in respect of such indemnification claim agreed to by the parties to the Asset Purchase Agreement (or, in respect of a third party claim for which Affiliated Sellers acknowledge their indemnification obligations, a settlement made in accordance with the parameters set forth in the Asset Purchase Agreement), or (c) the Buyers and Affiliated Sellers arrive at a mutually binding agreement in respect of such indemnification claim, Affiliated Sellers shall be obligated to pay such amounts to Distributor and the other Buyers. If this payment obligation is not satisfied, Distributor shall have the right to deliver to Company a demand pursuant to the Guarantee for such amounts. If this demand is not satisfied after one Business day, Distributor shall have the right to give a further notice to Company of its election to off-set all Losses due, owing and unpaid by Affiliated Sellers in respect of such indemnification claim against amounts owed by Distributor to Company under this Agreement. If Distributor so elects to off-set such Losses, Company shall, within three Business Days following receipt of such off-set notice, refund the full amount of such Losses to Buyers from funds paid to Company under this Agreement. Notwithstanding the foregoing, to the extent there are funds in the Indemnity Escrow Account in respect of such indemnification claim, Buyers shall first satisfy Losses in respect of such claim with such funds in the Indemnity Escrow Account prior to seeking to off-set remaining Losses against amounts owed to Company under this Agreement in accordance with the above.

Capitalized terms used, but not defined herein, have the meanings ascribed to such terms in the Asset Purchase Agreement.

The parts listed above constitute provisions of this Agreement, and are incorporated herein and made a part hereof for all purposes.

In addition, Distributor’s required purchase of Motor Fuel as specified in Part 1, Section 1.5, and Company’s Expected Annual Supply Margin will be adjusted as agreed for any period of allocation, reduction, suspension or delay in Company’s delivery of Motor Fuel to Distributor.

terms in accordance with such terms provided to Distributor in writing; provided, however, that Company must first provide Distributor with a default notice specifying in reasonable detail the nature of such degradation or recurring failure and provide Distributor with a period of ten (10) days after receipt of such written notice to cure such degradation.

supplied to Distributor by Company.

Company and its affiliates have no right to recoup or offset any monies owed to Distributor or a third party by Company or its affiliates against any outstanding liability to Company or its affiliates by Distributor. Company and Distributor agree that all transactions contemplated by this Agreement, including, but not limited to, all deliveries and sales of product and all credit card sales, are considered to be one, integrated transaction.

noncompliance continues beyond a reasonable cure period after Company has issued a warning, Distributor, at Distributor's expense, shall promptly debrand such Locations and remove the Authorized Marks. Company shall have the right to remove the Authorized Marks at Distributor's expense including reasonable legal fees. Company reserves the right to withdraw authorization to use the Authorized Marks and debrand any or all Locations, in the event of such noncompliance.

permit Company to enter Distributor’s premises to take test samples shall be considered a material breach of this Agreement. In the event samples taken by Company of Motor Fuel sold under the Authorized Marks are found to be contaminated, adulterated, commingled or misbranded, immediate corrective action will be taken. In such an event Company may, in its sole discretion, take additional test samples of Motor Fuel for three (3) subsequent months following Company's determination of contamination, commingling, adulteration or misbranding. The cost of taking such additional test samples shall be charged to Distributor's account at the current market rate as determined by Company per test sample. Company reserves the right, however, based on a determination of adulteration, commingling or misbranding of any Motor Fuel sold under an Authorized Mark, to immediately terminate Distributor's Agreement. Company shall determine specifications of its Motor Fuel sold hereunder to Distributor, based on availability at the terminal or other delivery points from which Motor Fuel is shipped to, or received by, Distributor.

In addition, Distributor’s required purchase of Motor Fuel as specified in Part 1, Section 1.5, and Company’s Expected Annual Supply Margin will be adjusted as agreed for any alteration, addition, reduction, discontinuation, modification, or change of Motor Fuel and Motor Fuel Blend ratios, and other products.

Distributor is solely responsible for all taxes, licenses, and permits required to be paid or collected by Distributor in connection with Distributor's business, including but not limited to registrations, permits and certifications for underground storage systems, and motor fuel dispensing equipment. Distributor shall pay to Company on demand any and all taxes, duties, charges, and fees, and any and all increases thereon which are now or hereafter lawfully imposed on, or required to be paid or collected by, Company, directly or indirectly, by any governing authority or agency on, against, in respect of, or measured by the Motor Fuel, or any material contained in the Motor Fuel, or the inspection, production, manufacture, sale, purchase, storage, transportation, delivery, or other handling of the Motor Fuel or material contained in the Motor Fuel, or any feature thereof, or otherwise relating to this Agreement.

underground tank fills.

Distributor shall implement reasonable safety procedures for Motor Fuel sold to the public at Locations to reasonably protect all parties, and to reasonably eliminate the possibility of gasoline and/or diesel being mistakenly sold for other products. Company and Distributor shall cooperate in the dissemination of any health and safety information from Company or other source, regarding products sold hereunder.

In addition, with respect to any diesel purchases hereunder, Distributor is responsible for ensuring the type of diesel (whether low sulfur diesel, ultra-low sulfur diesel or otherwise) being resold by Distributor is properly identified to Distributor’s customers, and for ensuring timely compliance with respect to EPA's diesel pump labeling requirements (as set forth in 40 CFR 80.570) with respect to Locations providing Company’s authorized branded diesel under the terms of this Agreement.

Except to the extent resulting from a prior breach of this Agreement by Distributor, all costs, expenses (including reasonable attorneys' fees and costs of litigation), taxes, fines, penalties, settlements and judgments incurred or paid by Distributor by reason of violation of law by Company, or incurred or paid by Distributor to correct or take legal action to correct a failure by Company to comply with Company’s obligations under this Agreement, shall be due and payable by Company to Distributor upon demand as a part of Company’s account with Distributor.

All of the above with a minimum combined single limit of $[***] each occurrence (or the equivalent) for bodily injury and property damage, including personal injury, or as required by the U. S. Department of Transportation whichever is greater.

the required certificates of insurance are not provided within the time set forth in the notice, Company may immediately suspend deliveries of motor fuel to Distributor until such certificates of insurance are received by Company.

Distributor’s business.

All representations, understanding, and promises with respect to the subject matter covered by this Agreement are fully set forth herein. The person negotiating this Agreement on behalf of Company is without authority to make any promise or agreement with Distributor which is not set forth herein, or made a part of this Agreement, and executed by a duly authorized representative of Company.

Capitalized terms used in this Section 2.22 but not otherwise defined in this Agreement shall have the meanings given to them in the Asset Purchase Agreement. With respect to any billboard lease that is related to a Base Location (other than an Assumed Billboard Lease) (a “Delayed Billboard Lease”), Company shall, and shall cause its applicable Affiliates who are parties to any such Delayed Billboard Lease to, maintain such Delayed Billboard Leases in the ordinary course of business. Within ten (10) Business Days following the removal of any Base Location from Schedule 1.5, Company shall, or shall cause its applicable Affiliate

to, assign the applicable Delayed Billboard Lease associated with such removed Base Location to Distributor; provided, that Company or its Affiliates shall remain liable for all obligations under such Delayed Billboard Lease relating to periods prior to the date such Delayed Billboard Lease is assigned to Distributor. Upon termination of this Agreement, Company shall, or shall cause its applicable Affiliate to, assign all remaining Delayed Billboard Leases to Distributor as provided herein. Notwithstanding the foregoing, if a Delayed Billboard Lease also specifically relates to a billboard associated with a retail fuel outlet (other than a Base Location or Growth Location) selling Sunoco-branded fuel, then Company shall not be obligated to assign such Delayed Billboard Lease to Distributor hereunder. Prior to Company electing not to renew, electing to terminate or otherwise electing not to continue to perform, under any Delayed Billboard Lease, Company shall offer Distributor the opportunity to assume such Delayed Billboard Lease for no additional consideration.

Definitions for Part 3:

“Card Processing Services” means the Transaction Card routing, authorization, processing, settlement, promotion and card program services Company provides to Distributor for the Locations.

“Distributor EPOS” means the Terminals (both hardware and software) owned by or licensed to Distributor and located at Locations that are used to process Transaction Cards.

“Sunoco Network” means the Sunoco transaction processing network used to process the Transaction Cards, including any hardware and software used in such networks and systems maintained by Company, the Terminal Specifications, and all other components necessary to manage and run the Sunoco Network.

“Terminal” means each automated point-of-sale authorization unit, which is located at a particular Location and communicates with the Sunoco Network.

“Terminal Specification” means the Terminal specifications and data communication protocol as agreed to by Company and Distributor, which enables the Terminal to communicate to the Sunoco Network.

“Transaction Cards” means those credit cards, debit cards, pre-paid cards or other transaction authorization cards as authorized from time to time by Company in Company credit card sales guidelines on SunocoNet.

Company agrees to accept, for collection purposes, card sales for authorized products sold and services performed solely in conjunction with the operation by Distributor of Distributor's retail business, under the Authorized Marks, subject to the following conditions:

If necessary to confirm validity of any sale, Company may require Distributor to provide signed copies of electronically-processed card sales upon request. Provided that Company will not require Distributor to maintain such records to the extent no longer mandated by the card brand. Failure to provide requested signed copies for all transactions that require signatures (which transactions shall expressly exclude CRIND, PIN debit and transactions less than $25.00) as provided in the credit card sales guidelines on SunocoNet (currently fourteen (14) days) may result in rejected credit card sales to Distributor for such card sales. Rejected credit card sales include charge-backs, billing adjustments and other items as may be established by Company from time to time, provided that no transactions shall be rejected due to any processing error by Company, its processor or its affiliates.

Upon acceptance by Company of card sales as herein provided, Company may proceed to collect, or transfer for collection, from Distributor's customers, the face amount of such card sales.

Company may reject card sales to Distributor if such sales do not comply with written instructions, and Company, or its transferee, does not fully collect the same from Distributor's customers. Upon return to Distributor of uncollected card sales, Distributor shall promptly pay Company the uncollected amount thereof and any applicable costs and fees.

Distributor represents to Company and to its transferee that all card sales assigned to Company represent actual authorized sales of Motor Fuel to Distributor's customers by Distributor only, in the manner and to the extent set forth in such card sales. Excluding claims resulting from breaches by Company of its Motor Fuel quality representations hereunder, Distributor hereby exonerates, indemnifies and holds harmless Company, and its transferees, of and from all claims, demands, and actions whatsoever, arising in connection with card sales assigned by Distributor to Company, including, but not limited to, claims, demands, and actions brought by Distributor's customers for alleged losses and damages relating to Motor Fuel and other products sold, and/or services performed by Distributor. Distributor shall reimburse Company and its transferees, upon demand, for all documented costs, expenses, settlements, fines, judgments, and reasonable attorney’s fees incurred by reason of such claims, demands, and actions, or by reason of enforcing any provision of the Agreement. For purposes of this Agreement, wherever the term “reasonable attorneys’ fees” is used in connection with a hold harmless obligation, such term shall only refer to reasonable attorneys’ fees which are incurred by the party to be held harmless (the “Obligee”) by reason of the other party’s (the “Obligor’s”) failure to assume the Obligee’s defense in a timely manner. Attorneys’ fees that are incurred by the Obligee after the Obligor has agreed to assume the Obligees’ defense are not included.

Company may suspend its acceptance of card sales in addition to all other rights provided by law and this Agreement, without having liability to Distributor when Company has reason to believe that written instructions are not being complied with by Distributor, or when Company receives notice of a levy of execution on card sales from a court or a governmental agency. Also, in the event Company has reason to believe that Distributor is abusing usage of Company's card program, Company reserves the right to reasonably surcharge those card sales which are not in compliance with all requirements contained herein. Company may terminate these credit card acceptance provisions immediately upon written notice to Distributor without having liability to Distributor. Such termination of these credit card acceptance provisions is not Company's exclusive remedy for any such breach, and Company specifically reserves its right, dependent upon the circumstances to terminate its relationship with Distributor consistent with applicable law.

Company may arrange with a third party, such as a bank, to accept the direct assignment of certain cards, and/or for such third party to reimburse Distributor directly. In this case, the word “Company”, when used in this part, also means such authorized third party. Any such assignments shall be subject to the terms and conditions of the Agreement.

As Distributor have access to customer credit card information, including, but not limited to, the credit card number assigned by the card issuer that identifies the cardholder’s account or other cardholder personal information (the “Cardholder Data”), Distributor hereby acknowledges, and agrees to comply with the following obligations with respect to the security of such Cardholder Data:

the foregoing, Company shall provide to Distributor copies of any PCI-DSS Requirements information provided to Company’s other customers.

Distributor shall pay to Company the EPOS Program fees and charges as shown on Schedule 3.9, as such fees and charges are adjusted for all of Company’s distributor network and consistent with past practices. Distributor shall pay to Company the credit card fees and charges as shown on Schedule 3.9, as such fees and charges are adjusted for all of Company’s distributor network and consistent with past practices.

Distributor understands the importance of the image conveyed to the public at Locations authorized to display the Authorized Marks and to use Company's credit and debit card program in the sale of Motor Fuels under this Agreement. To maintain and further promote this image, Distributor shall professionally conduct its business in a manner at least consistent with minimum standards applicable to the Authorized Marks so as to reflect favorably and promote public acceptance of the Authorized Marks, and Company’s credit and debit card program as a specific condition of this Agreement. Except as has been disclosed to Distributor prior to the date hereof, all branded Locations on Schedule 1.1 shall be deemed to have met the applicable brand image requirements during the initial Contract Year of the Term.

To the extent image capital is related to refresh Locations or if related to Distributor’s rebranding one of Distributor’s legacy sites in order to meet supply volume obligations, Distributor shall pay for such reimaging. Notwithstanding the foregoing, during the 2018 Contract year, Company shall be responsible for costs relating to imaging upgrades to the extent required by Company’s Branded Suppliers during such period.

To the extent image capital is needed for sites providing growth volume, Distributor will provide such image capital. To the extent image capital is related to new sites (excluding growth requirement sites), Company shall provide investment capital in amounts up to what is typically provided to distributors in the applicable market.

Company or the applicable Branded Supplier has established minimum standards and requirements for each Distributor Location authorized to be identified with the Authorized Marks. These requirements are an integral and material part of this Agreement and will be updated from time-to-time by Company or the Branded Supplier and provided to Distributor in order to ensure that Locations identified with the Authorized Marks portray uniformly high standards of Motor Fuel product offering, as well as high standards of image, and cleanliness while serving the public.

Distributor, as a specific condition of being authorized to use the Authorized Marks, and Company's credit and debit card program, shall minimally comply with the following at the applicable Location(s) using the associated Authorized Marks:

restrooms.

Notwithstanding the foregoing, Company and Distributor have agreed that, for a period ending on the first anniversary of the date of Closing, all of the Locations listed on Schedule 1.1 shall be deemed to be in compliance with the requirements of Section 4.2(a), (b), (c), (d), (e), (f) and (r), but only to the extent that such Locations have not been modified by Distributor during such period.

Company may require that a Location be notified and be debranded consistent with applicable law and the requirements of Section 4.2. If a Location is to be debranded, all trademarks, trade names, trade dress associated with the Authorized Marks and Company’s credit and debit card program materials must be removed from such Location.

These Standards and Image Provisions are subject to change from time-to-time based on Company's experience and the requirements of the motoring public. Distributor shall comply with such required changes upon reasonable advance notice from Company.

In each instance where Company Authorized Marks and Distributor’s trademarks, tradenames, signage and advertising materials shall be displayed in a combined manner at the Locations, Company and Distributor shall comply with the combined branding standards set forth in Schedule 4.5.