NUSTAR GP HOLDINGS, LLC and 2709716 ALBERTA LTD. and SUNOCO LP and PARKLAND CORPORATION ARRANGEMENT AGREEMENT

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

1.12

ARTICLE 2 THE ARRANGEMENT

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

2.14

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1

3.2

ARTICLE 4 COVENANTS

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

4.16

4.17

4.18

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1

5.2

5.3

5.4

5.5

5.6

ARTICLE 6 CONDITIONS

6.1

6.2

6.3

6.4

ARTICLE 7 TERM AND TERMINATION

7.1

7.2

7.3

ARTICLE 8 TERMINATION FEE

8.1

8.2

ARTICLE 9 MISCELLANEOUS

9.1

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

9.10

9.11

9.12

9.13

9.14

The Purchaser proposes to acquire all of the issued and outstanding common shares of the Company by way of an Arrangement, in accordance with the Plan of Arrangement under Section 193 of the ABCA, in exchange for the Consideration for each Company Share, being $19.80 in cash and 0.295 of a Consideration Unit per Company Share subject to the elections, maximum amounts and pro rationing set forth in the Plan of Arrangement.

Concurrently with the execution of this Agreement, the Purchaser and each director and officer of the Company, have entered into voting agreements (collectively, the “Voting Agreements”) pursuant to which such Persons have agreed, among other things, to vote their Company Shares in favour of the Arrangement Resolution.

The Company Special Committee has, after receiving advice from its financial advisors and outside legal counsel and having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and has recommended that the Company Board recommend that the Company Shareholders vote in favour of the Arrangement Resolution. The Company Board has, after receiving advice from its financial advisors and outside legal counsel and the recommendation of the Company Special Committee and having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and has recommended that the Company Shareholders vote in favour of the Arrangement Resolution.

Definitions

any direct or indirect acquisition, sale, purchase or disposition (or lease, licence, joint venture, long-term supply agreement or other arrangement having the same economic effect), in a single transaction or a series of related transactions, of:

assets of the Company or any of its Subsidiaries that individually or in the aggregate constitute 20% or more of the consolidated assets of the Company and its Subsidiaries or which contribute 20% or more of the consolidated revenue of the Company and its Subsidiaries (in each case determined based upon the annual financial statements of the Company most recently filed as part of the Company Filings); or

20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for voting or equity securities) of the Company or any of its Subsidiaries; or

any direct or indirect take-over bid, tender offer, exchange offer, plan of arrangement, merger, amalgamation, consolidation, security exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or winding up or other transaction that, if consummated, could result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for voting or equity securities) of the Company or any of its Subsidiaries.

an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-Television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), along with the associated regulations;

the Electronic Commerce Protection Regulations;

the Electronic Commerce Protection Regulations (Industry Canada); and

similar Laws in Canada and other jurisdictions.

a Saturday, Sunday or any other statutory or civic holiday in Calgary, Dallas or New York; and

any such day on which commercial banks are generally required or authorized to be closed in Calgary, Dallas or New York.

the Minister of Transport shall have issued notice pursuant to subsection 53.1(4) of the Canada Transportation Act that the Minister of Transport is of the opinion that the Arrangement does not raise issues with respect to the public interest as it relates to national transportation, or

if the Minister of Transport is of the opinion that the Arrangement does raise issues with respect to the public interest as it relates to national transportation, the Arrangement shall have been approved by the Governor in Council in accordance with subsection 53.2(7) of the Canada Transportation Act.

the issuance of an advance ruling certificate pursuant to section 102 of the Competition Act;

the issuance of a notice from the Commissioner that he does not, at that time, intend to make an application under section 92 of the Competition Act (a “No Action Letter”); or

the expiry or termination of the applicable waiting period under section 123 of the Competition Act or waiver of the obligation to notify and supply information in accordance with Part IX of the Competition Act under paragraph 113(c) of the Competition Act.

the protection of human health or the environment, including those relating to pollution, waste, emissions, discharges, or Releases of Hazardous Substances or any other solid, liquid, gas, odour, heat, sound, vibration, or radiation;

the protection and conservation of natural resources, including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic, terrestrial, avian or microbial species and vegetation; and

the manufacture, generation, handling, transport, transfer, labelling, packaging, sale, distribution, import, export, use, processing, treatment, recycling, storage, destruction, or disposal of, or exposure to, Hazardous Substances,

any description of post-closing capital structure, including descriptions of indebtedness or equity of the Purchaser or any of its affiliates (including the Company and its Subsidiaries on or after the Effective Date), other than with respect to the Parkland Existing Notes and any other indebtedness of the Company and its Subsidiaries that is anticipated to remain outstanding following the Effective Date,

any description of the Debt Financing (including any such descriptions to be included in liquidity and capital resources disclosure and any “description of notes”),

any information that would customarily be provided by an underwriter or initial purchaser in a customary offering memorandum for private placements of non-convertible high yield debt securities pursuant to Rule 144A promulgated under the U.S. Securities Act,

any information regarding any post-Effective Date or pro forma cost savings, synergies or other pro forma adjustments, pro forma information (other than pro forma information relating to historical periods, not relating to the transactions contemplated by this Agreement, and not otherwise required to be disclosed by the Company in connection with its public reporting) or projected information,

risk factors relating to all or any component of the Debt Financing,

financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis or other information required by Items 402 and 601 of Regulation S-K, and

unless disclosed by the Company in connection with its public reporting, “segment” financial information and disclosure, including, without limitation, any required by Item 101(c) of Regulation S-K and Financial Accounting Standards Board Accounting Standards Codification Topic 280.

the government of Canada or any other nation, or any political subdivision thereof, whether provincial, territorial, state, regional, municipal or local;

any department, agency, authority, instrumentality, regulatory body, central bank, court, commission, board, tribunal, bureau, or other entity exercising executive, legislative, regulatory, judicial or administrative powers or functions under, or for the account of, any of the foregoing; and

any stock exchange.

all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), and including all provisional applications, substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisions, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof;

all trademarks, service marks, trade dress, trade names, logos, domain names, trade names and corporate names, whether registered or existing at common law;

all registered and unregistered statutory and common law copyrights and industrial designs;

all registrations, applications, divisionals and renewals for any of the foregoing;

all trade secrets, confidential information, ideas, formulae, compositions, know-how, improvements, innovations, discoveries, designs, manufacturing and production processes and techniques; and

all other intellectual property rights owned, licensed, controlled or used by a Person, in any and all relevant jurisdictions in the world.

any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), privilege, easement, servitude, prior claim, pre-emptive right or right of first refusal, ownership or title retention agreement, license, occupancy right, restrictive covenant or conditional sale agreement or option, imperfections or defects of title or encroachments relating to Company Real Property; and

any other encumbrance of any nature or any arrangement or condition which, in substance, secures payment or performance of an obligation.

any change or development generally affecting the industry in which the Party operates;

any change, development or condition relating to global, national or regional political conditions (including strikes, lockouts, protests, riots or facility takeover for emergency purposes) or relating to general economic, business, banking, regulatory, political, or market conditions or relating to national or global financial, currency, securities, commodities, or credit markets, or interest rates, rates of inflation or tariff policy;

any change, development or condition resulting from any act of terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of terrorism, hostilities or war;

any adoption, proposal, implementation or change in Law (including with respect to Taxes), accounting principles, or in the interpretation, application or non-application of the foregoing by any Governmental Authority;

any climatic event, natural disaster or epidemic, pandemic, health crisis or disease outbreak or worsening thereof;

any action taken (or omitted to be taken) by the Party that is required by this Agreement or upon the written request or with the written consent of the other Party;

any change in the credit rating, market price or trading volume of any securities of the Party (it being understood that the causes underlying such change in credit rating, market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred);

any failure by the Party to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

the execution, announcement or performance of this Agreement or the Plan of Arrangement or the implementation and completion of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Party with any Governmental Authority or any of its current or prospective employees, customers, security holders, financing sources, vendors, distributors, suppliers, counterparties, partners, licensors or lessors;

in respect of the Company, any matter which has been expressly disclosed in the Company Disclosure Letter, and in respect of Sunoco, any matter which has been expressly disclosed in the Purchaser Parties Disclosure Letter; and

any change of control of the board of directors of the Company and any management changes resulting therefrom, and

with respect to clauses (a) through to and including (e), only to the extent that such matter does not have a material disproportionate effect on the Party and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Party operates; and

references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a Material Adverse Effect has occurred.

that, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect;

providing for any indebtedness for borrowed money of the Company or any of its Subsidiaries, whether secured by any asset or not in excess of $50,000,000, excluding any intercorporate indebtedness owing (i) from the Company to a wholly-owned Subsidiary or (ii) from a wholly-owned Subsidiary of the Company to the Company or to another wholly-owned Subsidiary of the Company;

restricting the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting the payment of dividends by the Company, but excluding any Contract that is a guarantee or security agreement in respect of the Company Corporate Credit Facility or the Company Project Financing;

that provides for a guarantee of indebtedness for borrowed money in excess of $50,000,000, but excluding any Contract that is a guarantee or security agreement in respect of the Company Corporate Credit Facility or the Company Project Financing;

restricting the incurrence of indebtedness by the Company or any of its Subsidiaries, other than in the Ordinary Course, but excluding any Contract that is a guarantee or security agreement in respect of the Company Corporate Credit Facility or the Company Project Financing;

other than Company Employee Material Contracts, providing termination payments or benefits, change of control payments or benefits, or any other payments or benefits, in each case, that would be triggered solely by the Arrangement in excess of $5,000,000;

relating to any litigation or settlement thereof which does or could have actual or contingent obligations or entitlement of the Company or any of its Subsidiaries in excess of $10,000,000, after deduction of any amounts paid to the Company or that are otherwise recoverable under any insurance policy of the Company, and which have not been fully satisfied prior to the date of this Agreement;

any fuel supply fuel supply agreement under which a Party or any of its Subsidiaries is obligated to purchase at least 100 million litres of fuel on an annual basis;

excluding fuel purchase agreements, under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $35,000,000 in any 12 month period;

other than a Contract entered in the Ordinary Course, that expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or that creates an exclusive dealing arrangement or right of first offer or refusal or most favoured nation status in favour of any other person, provided that any requirement by a branded supplier to exclusively use its fuel at a branded location does not constitute an exclusive dealing arrangement;

providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $50,000,000 individually or in the aggregate (including any of the foregoing where the transaction has closed and the Company or any of its Subsidiaries has any existing indemnification, earn-out or other obligations in relation thereto);

that limits or restricts in any material respect:

the ability of the Company or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area; or

the scope of Persons to whom the Company or any of its Subsidiaries may sell products;

providing for the establishment, investment in, organization or formation of any joint venture, partnership or other revenue sharing arrangements in which the interest of the Company or any of its Subsidiaries;

that is a Company Employee Material Contract; or

that is a Material Company Real Property Lease.

Liens for taxes, assessments or governmental charges not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

deemed Liens arising by operation of Law in connection with workers’ compensation, employment insurance and other social security legislation, in each case, which secure obligations not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

undetermined or inchoate Liens incidental to construction or current operations which have not at such time been filed pursuant to Law against such Person or registered on title to any Company Real Property or which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

zoning, and building restrictions, survey exceptions, by-laws, regulations and ordinances of Governmental Authorities, easements, rights of way, servitudes, leases, licenses, occupancy rights or other similar rights in land (including, without in any way limiting the generality of the foregoing, rights of way and servitudes for railways, sewers, drains, gas and oil and other pipelines, gas and water mains, electric light and power and telecommunication, telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved or taken by any other Persons, and which individually or in the aggregate do not materially detract from the value or marketability of the land concerned or materially impair its use or utility in the operation of the business of such Person and its Subsidiaries, taken as a whole, and so long as the same are being complied with by the Company and its Subsidiaries in all material respects;

any builder’s, mechanic’s, garagemen’s, labourer’s or materialman’s Lien or other similar Lien arising in the Ordinary Course or out of the construction or improvement of any land or arising out of the furnishing of materials or supplies, provided that such Lien secures monies not at the time overdue, or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest and in the Ordinary Course;

in respect of any land, any defects or irregularities in the title to such land which are of a minor nature and which, individually or in the aggregate, will not materially impair the use of such land for the purposes for which such land is held (including the current business operations at the affected Company Real Property) or the marketability or value of such land;

in respect of any land, any minor encroachments over neighbouring lands which, individually or in the aggregate, will not materially impair the use or utility of such land for the purposes for which such land is held (including the current business operations at the affected Company Real Property) or the marketability or value of such land;

in respect of the Company only, any Liens encumbering the landlord’s interest in any Company Leased Real Property;

Liens given by such Person to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or other authority in connection with the operations of such Person, all in the ordinary course of its business which

the reservation in any original grants from the Crown of any land or interests therein and statutory exceptions and reservations to title;

landlords’ Liens or any other rights of distress reserved in or exercisable under any Company Real Property Lease for rent and for compliance with the terms of such Company Real Property Lease;

deposits to secure performance of (i) bids, tenders, contracts (other than contracts for the payment of money); or (ii) in respect of the Company only, any Liens encumbering the landlord’s interest in any Company Leased Real Property;

Liens resulting from the deposit of cash or Liens on other assets as security when such Person is required to provide such deposits or security by a Governmental Authority or by normal business practice in connection with contracts, licenses or tenders or similar matters in the ordinary course of business and for the purpose of carrying on the same, or to secure workers’ compensation, surety or appeal bonds or to secure costs of litigation when required by applicable Law;

purchase money Liens arising in the ordinary course of business;

Liens granted by the Company and its Subsidiaries in respect of the Company Corporate Credit Facility and in respect of the Company Project Financing; and

in respect of the Company only, those Liens listed and described at Section 1.1 of the Company Disclosure Letter.

any consent, waiver, permit, license, certificate, exemption, review, Order, decision or approval of, or any registration and filing with, any Governmental Authority;

any third party consent required under any of the Authorizations held by the Company or any of its Subsidiaries; or

the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Authority, in each case in connection with the Arrangement.

the Company historical financial statements as required by paragraph (e) of ▇▇▇▇▇ ▇▇▇ of the Debt Commitment Letter and including, without limitation, the most recent financial statements filed (or required to be filed) by the Company on SEDAR+;

all other financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of the type and form that would be required by Regulation S-X promulgated by the SEC and Regulation S-K promulgated by the SEC for a registered public offering of debt securities on a registration statement on Form S-1 under the U.S. Securities Act; and

such other pertinent and customary information regarding the Company and its Subsidiaries (including, to the extent necessary and ascertainable or determinable by the Company, customary “flash” financial information) as may be reasonably requested by the Purchaser or Sunoco (or the Debt Financing Sources) to the extent that such information is (i) required in connection with the Debt Financing contemplated by the Debt Commitment Letter or of the type and form customarily included in (A) marketing documents used to syndicate credit facilities of the type contemplated by the Debt Commitment Letter, including to allow the Purchaser or Sunoco to prepare pro forma financial statements and any pro forma operating data included in such marketing materials or (B) an offering memorandum for private placements of non-convertible high yield debt securities pursuant to Rule 144A promulgated under the U.S. Securities Act or (ii) as otherwise necessary to receive from the Company’s independent public accountants (and any other accountant to the extent that financial statements audited or reviewed by such accountants are or would be included in such offering memorandum) customary “comfort” (including negative assurance and customary change period comfort), together with drafts of customary comfort letters that such independent public accountants are prepared to deliver upon the “pricing” of any debt securities being issued in connection with the Debt Financing, with respect to the financial information to be included in such offering memorandum;

owned or controlled directly or indirectly by any Person which is a designated target of Sanctions; or

organized under the laws of any country that is subject to general or country-wide Sanctions, or any Person that is a “designated person”, “politically exposed foreign person” or “terrorist group” as described in any Laws relating to Sanctions.

that complies in all material respects with Securities Laws;

that did not result from a breach of Article 5;

that the Company Board and the Company Special Committee determine, in their good faith judgment, after receiving the advice of their outside legal counsel and financial advisors and, in the case of the Company Board, upon the recommendation of the Company Special Committee, is reasonably capable of being completed at the time and on the terms proposed, without undue delay, relative to the Arrangement, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their respective Affiliates;

that is not subject to a financing condition;

that is not subject to any due diligence condition or, other than a provision that is no less favourable to the Company than Section 4.7, access condition;

in respect of which it has been demonstrated to the satisfaction of the Company Board, acting in good faith after consultation with its financial advisor(s) and external legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; and

that the Company Board and the Company Special Committee determine, in their good-faith judgment, after receiving the advice of their outside legal counsel and financial advisors and, in the case of the Company Board, upon the recommendation of the Company Special Committee, after taking into account all terms and conditions (including transaction structure) of the Acquisition Proposal, including legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their Affiliates, would, if consummated in accordance with its terms, and taking into account the risk of non-completion, result in a transaction that is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser Parties pursuant to Section 5.4).

any taxes, duties, assessments, imposts, fees, withholdings, levies and other charges of any nature imposed by any Tax Authority including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, withholding, business, property, occupancy, vacancy, environmental, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervailing and anti-dumping and all employment insurance, health insurance and Canada, Québec and other government pension plan and other employer plan premiums, contributions or withholdings;

all interest, penalties, fines, additions to tax or other additional amounts imposed by any Tax Authority on or in respect of amounts of the type described in clause (a) above or this clause (b); and

any liability for the payment of any amounts of the type described in clause (a) or (b) above by contract, as a result of any express or implied obligation to indemnify any other Person, or as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or as a result of being a transferee or successor in interest to any party.

disclosed to any of the Purchaser Parties prior to the Effective Time by the Company; or

collected by any of the Purchaser Parties prior to the Effective Time from the Company, in either case in connection with the Arrangement.

Gender and Number

Certain Phrases and Calculation of Time

In this Agreement:

the words “including” and “includes” mean “including (or includes) without limitation”; and

in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. If the last day of any such period is not a Business Day, such period will end on the next Business Day.

When calculating the period of time “within” which or “following” which any act or event is required or permitted to be done, notice given or steps taken, the date which is the reference date in calculating such period is to be excluded from the calculation. If the last day of any such period is not a Business Day, such period will end on the next Business Day.

Without limiting the generality of the foregoing, whenever payments are to be made or an action taken on a day which is not a Business Day, such payment will be made or such action taken on the next Business Day.

the phrases “the aggregate of”, “the total of” and “the sum of” and phrases of similar meaning mean “the aggregate (or total or sum), without duplication, of”;

the words “hereof”, “herein”, “hereunder” and “hereto” and similar expressions refer to this Agreement as a whole;

the word “or” is not exclusive;

the words “delivered”, “made available” and “furnished” and similar expressions mean that the information, document or materials referred to have been physically or electronically delivered to the relevant Parties; and

the words “executed” and “signed” include electronic signatures and execution thereby, and an electronic signature shall have the same legal effect, and be as valid and enforceable, as a manually executed signature.

Headings, etc.

Currency

Knowledge

the Company, it is deemed to refer to the knowledge that the Company’s Chief Executive Officer or the Company’s Chief Financial Officer either has, or would have obtained, after having made or caused to be made reasonable inquiries necessary to obtain informed knowledge; and

the Purchaser, it is deemed to refer to the knowledge that ▇▇▇▇▇▇’s Chief Executive Officer or Sunoco’s Chief Financial Officer either has, or would have obtained, after having made or caused to be made reasonable inquiries necessary to obtain informed knowledge.

Statutory References

Time References

No Presumption

Governing Law and Forum

This Agreement is governed by and is to be interpreted and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of Alberta in any Proceeding arising out of, or relating to, this Agreement. Each of the Parties waives objection to the venue of any Proceeding in such court or any argument that such court provides an inconvenient forum.

Each of the Parties irrevocably waives any and all rights to trial by jury in any legal Proceeding arising out of, or related to, this Agreement.

The foregoing shall not limit the agreements set forth in Section 4.15.

Schedules

The Arrangement

Interim Order

for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting, and for the manner in which such notice is to be provided;

that the securities of the Company for which holders as at the record date established for the Company Meeting will be entitled to vote on the Arrangement Resolution shall be the Company Shares;

that the required level of approval for the Arrangement Resolution shall be at least two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and, if required under Securities Laws by a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose any votes attached to Company Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101;

that the Company Meeting may be held as a virtual or hybrid shareholder meeting and that Company Shareholders who participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting;

that, in all respects, other than as ordered by the Court, the terms, restrictions and conditions of the Constating Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders, as contemplated in the Plan of Arrangement;

that the deadline for submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary) prior to the Company Meeting;

for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court;

confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order;

that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournment or postponement of the Company Meeting, unless required by Securities Laws or the Court;

that it is the Purchaser Holdco’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Unit Consideration pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and

for such other matters as a Party may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably, withheld, conditioned or delayed, and subject to the approval of the Court.

The Company Circular

The Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser Parties, the Company Circular, together with any other documents required by Law in connection with the Company Meeting, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such documents to be filed with the Securities Regulatory Authorities and sent to each Company Shareholder and each other Person who is entitled to receive the Company Circular and such documents pursuant to the Interim Order or Law, in each case so as to permit the Company Meeting to be held in accordance with Section 2.4.

The Company shall, subject to compliance by the Purchaser Parties with their obligations under this Section 2.3 and subject to the Purchaser Parties obtaining the consents contemplated in Section 2.3(d), ensure that the Company Circular:

complies with Law and does not contain a Misrepresentation; and

provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the Company Meeting.

Without limiting the generality of Section 2.3(b)(ii), the Company Circular must include:

a summary and a copy of the Fairness Opinions;

a statement that the Company Special Committee has received the Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel and having considered all other relevant factors, determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and has recommended that the Company Board recommend that the Company Shareholders vote in favour of the Arrangement Resolution; and

a statement that the Company Board has received the Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel and upon the recommendation of the Company Special Committee and having considered all other relevant factors determined that the Arrangement is fair to the Company Shareholders and is in the best interests of the Company and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”);

a statement that each director and officer of the Company has entered into a Voting Agreement pursuant to which each such Person has agreed to vote all their Company Shares in favour of the Arrangement Resolution in accordance with the terms of such Voting Agreements;

if applicable, disclosure of how to access the Company Meeting electronically, any minimum technology requirements to do so, and a method of seeking help in the event Company Shareholders are having difficulty logging into the Company Meeting;

if applicable, include information on how Company Shareholders and proxyholders can vote electronically at the Company Meeting and any limitations on the ability to ask questions; and

a statement that the Purchaser Parties may, on behalf of the management of the Company, directly or through a proxy solicitation services firm of its choice, actively solicit proxies, on behalf of management of the Company, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Law.

The Purchaser Parties shall provide to the Company all necessary information concerning the Purchaser Parties and the Consideration Units that is required by Law to be included in the Company Circular or other related documents and ensure that such information (including with respect to information incorporated by reference) does not contain a Misrepresentation concerning the Purchaser Parties or the Consideration Units. The Purchaser Parties shall use commercially reasonable efforts to obtain any necessary consents from any of their auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.

The Purchaser Parties shall jointly and severally indemnify and save harmless the Company, its Subsidiaries and its and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries and its and their Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of:

any Misrepresentation in any information included in the Company Circular that was provided by the Purchaser Parties pursuant to paragraph 2.3(d); and

any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information relating solely to any of the Purchaser Parties or to the Consideration Units included in the Company Circular that was provided by the Purchaser Parties pursuant to paragraph 2.3(d).

The Company shall indemnify and save harmless the Purchaser Parties and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser Parties and their respective Representatives may be subject to or may suffer, arising directly or indirectly out of or in consequence of:

any Misrepresentation in any information included in the Company Circular (other than information that was provided by the Purchaser Parties pursuant to paragraph 2.3(d)); and

any Order made or Proceeding taken by a Securities Regulatory Authority or other Governmental Authority, to the extent based on any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular (other than information that was provided by the Purchaser Parties pursuant to paragraph 2.3(d)).

The Company shall allow the Purchaser Parties and their outside legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents and shall give reasonable consideration to any comments made by the Purchaser Parties and their outside legal counsel and agrees that all information relating solely to the Purchaser Parties or the Consideration Units that is furnished by or on behalf of the Purchaser Parties for inclusion in the Company Circular or other related documents must be in a form and content satisfactory to the Purchaser Parties in their sole discretion acting reasonably. The Company shall provide the Purchaser Parties with final copies of the Company Circular prior to its mailing to the Company Shareholders.

The Company and the Purchaser Parties shall each promptly notify the other if at any time before the Effective Date any of them becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Company and the Purchaser Parties shall each co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and any other Person who is entitled to receipt of same, and, if required by the Court or by Law, file the same with the Securities Regulatory Authorities or any other Governmental Authority.

Other than in connection with obtaining the Key Regulatory Approvals which are governed by Section 4.5:

the Company shall promptly:

notify the Purchaser Parties upon the receipt of any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement, whether written or oral, from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority or any request from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority for information related to the Company Circular, the Company Meeting or the Arrangement or amendments or supplements to the Company Circular; and

provide the Purchaser Parties with copies of all correspondence between the Company and its Representatives, on the one hand, and any Securities Regulatory Authority or the staff of a Securities Regulatory Authority, on the other hand with respect to such correspondence; and

the Company shall respond as promptly as reasonably practicable to any correspondence with respect to the Company Circular, the Company Meeting or the Arrangement from any Securities Regulatory Authority or the staff of a Securities Regulatory Authority and shall give the Purchaser Parties and their legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Regulatory Authority or the staff of a Securities Regulatory Authority, and shall give reasonable consideration to any comments made thereon by the Purchaser Parties and their legal counsel; and

if legally permissible, each of the Company and the Purchaser Parties shall provide the other and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any discussions or meetings with any Securities Regulatory Authority or the staff of a Securities Regulatory Authority regarding the Company Circular, the Company Meeting or the Arrangement.

Company Meeting

The Company shall cancel its currently scheduled 2025 annual meeting of Company Shareholders to permit the Company Meeting to be held with its 2025 annual meeting and hold its 2025 annual meeting with the Company Meeting, and make all applications and filings required by Securities Regulatory Authorities, stock exchanges and the Court in respect of the foregoing.

Subject to the receipt of the Interim Order and the terms of this Agreement and the Interim Order, the Company shall:

subject to compliance by the Purchaser Parties with their obligations pursuant to Section 2.3, convene and conduct the Company Meeting (and cause the Arrangement Resolution to be voted on at the Company Meeting) in accordance with the Interim Order, the Company’s Constating Documents (except as varied by the Interim Order), and Law as soon as practicable and, subject to Court availability in respect of obtaining the Interim Order, delivery of the Company Circular to Company Shareholders as promptly as practicable thereafter and the minimum period of time between such date and the date of the Company Meeting prescribed by applicable Law, in any event on or before July 31, 2025;

not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser Parties, such consent not to be unreasonably withheld, conditioned or delayed, except as:

required or permitted under Section 4.9(d) or 5.4(e);

required for quorum purposes (in which case, the Company Meeting shall be adjourned and not postponed or cancelled); or

required by Law or a Governmental Authority;

unless the Company Board makes a Company Change in Recommendation, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser Parties, acting reasonably, using established proxy solicitation services firms and co-operating with any Persons engaged by the Purchaser Parties to solicit proxies in favour of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution;

permit the Purchaser Parties to, at their expense, on behalf of the management of the Company, directly or through a proxy solicitation services firm of their choice, actively solicit proxies, on behalf of management of the Company, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement in compliance with Law;

promptly provide the Purchaser Parties with copies of or access to information regarding the Company Meeting generated by the Company’s transfer agent or any proxy solicitation services firm retained by the Company, as reasonably requested from time to time by the Purchaser Parties;

consult with the Purchaser Parties in fixing the date of the Company Meeting and the record date for the purpose of determining the Persons entitled to receive notice of and vote at the Company Meeting, give notice to the Purchaser Parties of the Company Meeting, and allow the Representatives and outside legal counsel of the Purchaser Parties to attend the Company Meeting;

promptly advise the Purchaser Parties, at such times as the Purchaser Parties may reasonably request and on a daily basis on each of the last ten Business Days prior to the date of the Company Meeting, as to the aggregate tally of proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by the Company in respect of the Arrangement Resolution;

promptly advise the Purchaser Parties of any communication (written or oral) received from, or Proceedings brought by (or, to the knowledge of the Company, threatened by), any Person in opposition to the Arrangement, including any such communication received from a proxy advisory firm recommending or proposing to recommend that Company Shareholders vote against the Arrangement Resolution, any written notice of dissent or purported exercise of Dissent Rights received by the Company in relation to the Arrangement and any withdrawal of Dissent Rights received by the Company and, subject to Law, provide the Purchaser Parties with a reasonable opportunity to review and comment upon any written communication sent by or on behalf of the Company to any such Person and to participate in any discussions or negotiations with or including any such Person;

not, without the prior written consent of the Purchaser Parties, waive the deadline for the submission of proxies by Company Shareholders for the Company Meeting, other than for the purposes of attempting to solicit proxies to obtain approval of the Arrangement Resolution;

promptly notify the Purchaser Parties if the Company becomes aware of any beneficial holder of Company Shares that becomes a registered holder of Company Shares by withdrawing such holder’s Company Shares from the book-based system;

not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of the Purchaser Parties, which consent may be withheld for any or no reason;

not, without the prior written consent of the Purchaser Parties, which consent shall not be unreasonably withheld, conditioned or delayed, change the record date for the purpose of determining the Persons entitled to receive notice of and to vote at the Company Meeting (including in connection with any adjournment or postponement of the Company Meeting) unless required by Law; and

at the reasonable request of the Purchaser Parties from time to time, provide the Purchaser Parties with a list of the:

registered Company Shareholders, together with their addresses and respective holdings of the Company Shares;

names, addresses and holdings of all Persons owning securities that entitle the holder to subscribe for or otherwise acquire Company Shares; and

participants and book-based nominee registrants, such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of the Company Shares, together with their addresses and respective holdings of the Company Shares,

Final Order

Court Proceedings

diligently pursue, and co-operate with the Purchaser Parties in diligently pursuing, the Interim Order and the Final Order;

provide the Purchaser Parties and their outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or the Registrar in connection with the Arrangement and give due consideration to all such comments of the Purchaser Parties and their outside legal counsel; provided that, all information relating to the Purchaser Parties included in such materials shall be in a form and substance satisfactory to the Purchaser Parties, acting reasonably;

provide to the Purchaser Parties and their outside legal counsel, on a timely basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order, or any appeal from them and any notice, written or oral, indicating the intention of any Person to oppose the granting of, or appeal, the Interim Order or the Final Order;

ensure that all material filed with the Court in connection with the Arrangement is consistent in all respects with the terms of this Agreement and the Plan of Arrangement;

not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the prior written consent of the Purchaser Parties, such consent not to be unreasonably withheld, conditioned or delayed; provided that, the Purchaser Parties shall not be required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser Parties, or diminishes or limits the rights of the Purchaser Parties as may be set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Voting Agreements;

oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;

return to Court with respect to the Final Order, if required by the terms of the Final Order or by Law to do so, only after notice to, and in consultation and co-operation with, the Purchaser Parties; and

permit outside legal counsel to the Purchaser Parties to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, the Purchaser Parties advise the Company of the nature of any submissions prior to the hearing and such submissions are consistent in all respects with this Agreement and the Plan of Arrangement.

Articles of Arrangement and Effective Date

The closing of the Arrangement, including the filing of the Articles of Arrangement with the Registrar, shall occur as soon as reasonably practicable (and in any event no later than the fifth (5^th) Business Day) after the satisfaction or, where not prohibited, waiver by the applicable Party or Parties in whose favour the condition is stipulated, of the conditions contained in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those conditions) or such other date as the parties may agree in writing (the “Effective Date”).

If on the date the Company would otherwise be required to file the Articles of Arrangement pursuant to Section 2.7(a), a Party has delivered a Termination Notice pursuant to Section 4.9(c), the Company shall not file the Articles of Arrangement until the Breaching Party has cured the breaches of covenants, representations and warranties or other matters specified in the Termination Notice.

The closing of the Arrangement will take place remotely by exchange of documents and signatures (or their electronic counterparts) unless another place is agreed to in writing by the Parties.

Payment of Consideration

Treatment of Company Incentives

Notwithstanding the terms of any Company Incentives, any resolutions of the Company Board or any agreement, certificate or other instrument granting or confirming the grant of any Company Incentives, each Company Incentive, whether vested or unvested, which has not been exercised, surrendered or redeemed, as applicable, prior to the Effective Time shall be, and shall be deemed to be, without any further action by or on behalf of the applicable Company Incentive Holder, fully and unconditionally vested and exercisable, and shall be surrendered or redeemed in consideration for cash in accordance with the Plan of Arrangement. For the purposes of Company RSUs with vesting conditions based on the satisfaction of specified performance criteria, the multiplier to be applied shall be 1.25. Such cash payments in respect of the Company Incentives shall be intended to comply with or be exempt from Section 409A of the Code and shall be interpreted and implemented in accordance with such intent.

No deduction will be claimed by the Company or any Person not dealing at arm’s length with the Company in respect of any amounts payable to a holder of a Company Stock Option that is subject to section 7 of the Tax Act and that is eligible for a deduction under paragraph 110(1)(d) of the Tax Act, and the Company will, and the Purchaser Parties will cause the Company to, elect in the prescribed form, and do all such things as required to make the election, under subsection 110(1.1) of the Tax Act that neither the Company, nor any Person who does not deal at arm’s length with Company, will deduct, in computing income for the purposes of the Tax Act, any amount in respect of any such consideration payable to a holder of a Company Stock Option that is subject to section 7 of the Tax Act and that is eligible for a deduction under paragraph 110(1)(d) of the Tax Act, as contemplated by this Agreement and the Plan of Arrangement. The Company will, and the Purchaser Parties will cause the Company to, provide such Company Incentive Holders with evidence in writing of such election under subsection 110(1.1) of the Tax Act.

The Company Incentive Plans and the Company Incentives shall be terminated in accordance with the Plan of Arrangement.

Notwithstanding any provision herein to the contrary, at or prior to the Effective Time, the Company or the Company Board, as applicable, shall adopt any resolutions and take all actions that are necessary to effectuate the provisions of this Agreement and the Plan of Arrangement related to Company Incentives.

U.S. Securities Laws

the Arrangement will be subject to the approval of the Court;

the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act prior to the hearing required to issue the Interim Order;

the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Company Shareholders;

the Company shall ensure that each Person entitled to receive Consideration Units on completion of the Arrangement is given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

each Person entitled to receive Consideration Units shall be advised that such securities, as applicable, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Purchaser Holdco in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;

each Company Shareholder shall be advised that with respect to securities issued to Persons who are “affiliates” (as such term is defined under Rule 144 under the U.S. Securities Act) of Purchaser Holdco or Persons who have been “affiliates” of Purchaser Holdco within 90 days prior to the Effective Date, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;

the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Company Shareholders;

the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and

the Company shall request that the Final Order include a statement to substantially the following effect:

Withholdings

Intended US Income Tax Treatment

Purchaser Holdco and Purchaser Midco shall each be treated as a corporation from and after the effective date set forth in the Internal Revenue Service Form 8832 filed by Purchaser Holdco and Purchaser Midco, respectively, which effective date shall be, in each case, no later than one day prior to the Effective Date. As of the Effective Date, Purchaser shall be disregarded as separate from Purchaser Midco and all actions undertaken by Purchaser pursuant to the Plan of Arrangement shall be treated as actions of [Purchaser Midco for U.S. federal income tax purposes.

Purchaser’s acquisition of the Company Shares from the Company Shareholders in exchange for the Consideration shall be treated as a taxable purchase of Company Shares by Purchaser Midco from the Company Shareholders, and Purchaser Midco shall be treated as (i) acquiring the Consideration Units from Purchaser Holdco and transferring the Consideration Units to the Company Shareholders in accordance with Section 1032 of the Code and U.S. Treasury Regulations Section 1.1032-3(c) and (ii) receiving the Cash Consideration from Purchaser Holdco and transferring the Cash Consideration to the Company Shareholders.

The transfer of all of the Purchaser Midco Shares by Purchaser Holdco to Sunoco shall be treated as (i) in part, a contribution of Purchaser Midco Shares to Sunoco in exchange for Sunoco Class D Common Units in a transaction governed by Section 721(a) of the Code and (ii) in part, as a sale by Purchaser Holdco of Purchaser Midco Shares to Sunoco in exchange for cash consideration in a transaction governed by Section 707(a)(2)(B) of the Code.

Adjustments to Consideration

Alternate Transaction Structure

Representations and Warranties of the Company

The Company represents and warrants to the Purchaser Parties as set forth in Appendix C, and acknowledges and agrees that the Purchaser Parties are relying upon such representations and warranties in connection with the entering into of this Agreement.

Except for the representations and warranties set forth in Appendix C, neither the Company nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Company.

The representations and warranties of the Company set out in Appendix C shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated.

Representations and Warranties of the Purchaser Parties

The Purchaser Parties represent and warrant to the Company, on a joint and several basis, as set forth in Appendix D, and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

Except for the representations and warranties set forth in Appendix D, neither the Purchaser Parties nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser Parties.

The representations and warranties of the Purchaser Parties set out in Appendix D shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated.

Conduct of Business of the Company

Nothing in this Agreement shall result in the Purchaser Parties exercising material influence over the business or operations of the Company or its Subsidiaries prior to the Effective Date. For greater certainty, prior to the Effective Date, the Company will exercise, consistent with the terms of this Agreement, complete control and supervision over its and its Subsidiaries’ business and operations.

During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated, except:

with the written consent of the Purchaser, not to be unreasonably withheld, conditioned or delayed;

any action taken (or omitted) in connection with any Emergency that the Company reasonably determines is necessary or prudent to take in connection with such Emergency with any such determination being made with prior good faith consultation with the Purchaser where practicable;

as expressly required or permitted by this Agreement;

as set forth in Section 4.1(b) of the Company Disclosure Letter; or

as may be required by Law or a Governmental Authority,

Except as set out in Section 4.1(c) of the Company Disclosure Letter, without limiting the generality of Section 4.1(b), during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated, except:

with the written consent of the Purchaser, not to be unreasonably withheld, conditioned or delayed;

as expressly required or permitted by this Agreement; or

as may be required by Law or a Governmental Authority;

amend its Constating Documents;

adjust, split, combine, reclassify or amend the terms of any securities of the Company;

make, declare, set aside or pay any non-cash dividend or other non-cash distribution or payment in shares or property (or any combination of the foregoing) on any class of securities of the Company;

redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of the Company or any of its Subsidiaries, except any such redemption, repurchase or other acquisition that may occur in the Ordinary Course pursuant to the exercise or settlement of Company Incentives in accordance with their terms;

other than as described in Section 4.1(c)(iii)(E) of the Company Disclosure Letter, issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any, securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into securities of the Company or any of its Subsidiaries, except any such issuance, grant, or delivery that may occur in the Ordinary Course pursuant to (a) the exercise or settlement of outstanding Company Incentives, (b) as may be required to be credited as dividend equivalents on outstanding Company Incentives under the terms of the Company Incentive Plans, or (c) as may be required to be awarded in respect of a Participant’s Automatic DSU Retainer or DSU Eligible Retainer (in accordance with, and each as defined in, the Company DSU Plan). For the avoidance of doubt, other than as described in the preceding clauses (b) and (c), no new Company Incentives will be issued, granted or delivered prior to the Effective Time;

enter into any new line of business that is material to the Company and is materially different from the businesses of the Company and its Subsidiaries as of entry into this Agreement;

acquire any Person, business, line of business (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, or make any investment having a fair market value that exceeds $10,000,000 in a Person, directly or indirectly, in one transaction or a series of related transactions, either by purchase of shares or securities, contributions or capital, loan or advance, property transfer or purchase of any property or assets of any Person;

grant or commit to grant an exclusive licence or otherwise transfer any material IP Rights of the Company Corporate Group;

sell, assign, transfer, lease, exclusively license, abandon or permit to lapse, transfer or otherwise dispose of any material IP Rights of the Company Corporate Group, other than the expiration of any IP Right at the end of its term;

reorganize, restructure, recapitalize, amalgamate or merge the Company or any of the Company Material Subsidiaries;

reduce the stated capital of any class or series of the shares of the Company or any of its Subsidiaries;

adopt a plan of liquidation or pass resolutions providing for the liquidation or dissolution of the Company or any of the Company Material Subsidiaries;

enter into, or resolve to enter into, any agreement that has the effect of creating a joint venture or partnership in which the interest of the Company or any of its Subsidiaries individually or in the aggregate exceeds $10,000,000;

other than in the Ordinary Course, enter into any agreement or arrangement that limits or otherwise restricts in any respect the Company or any of its Subsidiaries or affiliates or any successors thereto, or that would, after the Effective Time, limit or restrict the Company or any of its Subsidiaries or affiliates from competing in any respect, or that creates an exclusive dealing arrangement (provided that any requirement by a branded supplier to exclusively use its fuel at a branded location does not constitute an exclusive dealing arrangement), a right of first offer or refusal or most favoured nation status in favour of any other Person;

make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $20,000,000;

(a) take any action inconsistent with past practice relating to the preparation and filing of any Tax Return, (b) make any Tax election (excluding elections made in the ordinary course of preparing and filing Tax Returns) or designation (excluding designations of dividends as “eligible dividends” within the meaning of the Tax Act), (c) settle or compromise (or offer to settle or compromise) any Tax claim, assessment, reassessment, liability or claim for indemnification with respect to Taxes in excess of an amount of $5,000,000 individually or $10,000,000 in aggregate, (d) amend any Tax Return, (e) enter into any agreement with a Governmental Authority with respect to Taxes, (f) enter into or change any Tax sharing, Tax advance pricing agreement, Tax allocation or Tax indemnification agreement the primary purpose of which relates to Tax, (g) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund in excess of an amount of $5,000,000 individually or $10,000,000 in aggregate, or (h) consent to the extension or waiver of the limitation period applicable to any Tax matter in

prepay any long-term indebtedness before its scheduled maturity other than repayments of indebtedness in the Ordinary Course; provided that, no material breakage or other costs or penalties are payable in connection with any such prepayment;

create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $50,000,000 other than indebtedness in the form of revolving borrowings or letters of credit under the Company Corporate Credit Facility and borrowings under the Company Project Financing; provided that, the amounts available thereunder on the date hereof may not be increased;

enter into, amend, modify, terminate or cancel any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments which individually or in the aggregate exceeds $10,000,000;

incur any obligation to make any bonus or profit sharing distribution, other than in the Ordinary Course to make any bonus payment or comparable payment to any Company Employee, director of the Company or any of its Subsidiaries, independent contractor or consultant;

adopt any new Company Employee Plan or any amendment or modification of an existing Company Employee Plan or any benefits thereunder;

(a) unless expressly required by the terms of any existing written employment agreement, increase any severance, change of control or termination pay of (or amend any existing arrangement in relation thereto with) any Company Employee or any director of the Company or any of its Subsidiaries, (b) unless expressly required by the terms of any written existing employment agreement, increase compensation (including wages, salary and fees), retention or incentive compensation or other benefits payable to any Company Employee, director of the Company or any of its Subsidiaries, independent contractor or consultant, other than base compensation in the Ordinary Course, (c) unless expressly required by the terms of any existing written employment agreement, make any bonus payment or comparable payment to any Company Employee, director of the Company or any of its Subsidiaries, independent contractor or consultant, other than annual short-term incentive payments in the Ordinary Course, (d) loan or advance money or other property to any Company Employee or any director of the Company or any of its Subsidiaries, (e) terminate any Company Employee Plan or any benefits thereunder (or any plan, agreement, program, policy, trust, fund or other

except as required by Law, enter into, amend or modify any union recognition agreement, collective agreement or similar agreement with any trade union or representative body;

make any material change in the Company’s methods of accounting, except as required by concurrent changes in IFRS;

commence, waive, release, assign, settle or compromise any Proceeding, or pay administrative fines, in excess of an amount of $10,000,000 individually, or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement or the other transactions contemplated by this Agreement;

vary the payment or collection practices of the Company Corporate Group in any material respect from past practices;

amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;

abandon or fail to diligently pursue any application for any material Authorization;

terminate, amend, renew, extend, surrender or transfer its interest in any of the Material Company Real Property Leases other than in the Ordinary Course;

lease, sublease, license, or similarly occupy, any real property, or grant a right to any other party to lease, sublease, license or similarly occupy, any part of the Company Real Property, and/or enter into any oral or written Contracts, letters of intent or similar arrangements to lease, sublease, license, or similarly occupy, any real property, including to grant a right to any other party to lease, sublease, license, or similarly occupy, any part of the Company Real Property other than in the Ordinary Course and provided, in each case, the purchase price or proposed purchase price does not exceed $20,000,000;

purchase or acquire, or enter into any oral or written Contracts, letters of intent or similar arrangements to purchase or acquire, any real property other than in the Ordinary Course and provided that, in each case, the purchase price or proposed purchase price does not exceed $20,000,000;

sell or dispose of, or enter into any oral or written Contracts, letters of intent or similar arrangements to sell or dispose of, any interest of the Company in the Company Owned Real Property other than in the Ordinary Course and provided that, in each case, the purchase price or proposed purchase price does not exceed $10,000,000;

grant, cause or permit any Liens (other than Permitted Liens), work orders, building permits, undertakings, notices of deficiency, non-compliance or violations, or other similar notices to be placed on record on the Company Real Property;

make any capital expenditure in respect of a Company Real Property or commitment to do so which, individually or in the aggregate, exceeds $10,000,000, except for any capital expenditure which the Company has on the Effective Date already committed or engaged any Person(s) to undertake, which is reasonably required to be incurred as a result of any emergency or which the Company is required to undertake under any Contract and which, in each case, would be in the Ordinary Course;

other than in the Ordinary Course, and except for any of the following which the Company has on the Effective Date already commenced or engaged any Person(s) to undertake, which is reasonably required to be incurred as a result of any emergency or which the Company is required to undertake under any Contract, commence, initiate, launch, consent to or otherwise undertake (a) any demolition, construction, material alteration or other similar activity in respect of any Company Real Property or enter into any commitment or agreement in respect of the same, (b) any development, redevelopment or rezoning of any Company Real Property or enter into any commitment or agreement in respect of the same, or (c) the making of applications for any official plan amendments, zoning bylaws amendments or minor variances or any material change to any approved site plan, development permit, special use permit or other land use entitlement affecting any Company Real Property; or

authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Conduct of Business of the Purchaser Parties

Nothing in this Agreement shall result in the Company exercising material influence over the business or operations of the Purchaser Parties prior to the Effective Date. For greater certainty, prior to the Effective Date, the Purchaser Parties will exercise, consistent with the terms of this Agreement, complete control and supervision over their and their Subsidiaries’ business and operations.

During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated, except:

with the written consent of the Company, not to be unreasonably withheld, conditioned or delayed;

as expressly required or permitted by this Agreement;

for any action taken (or omitted) in connection with any Emergency that the Purchaser Parties reasonably determine is necessary or prudent to take in connection with such Emergency with any such determination being made with prior good faith consultation with the Company where practicable;

as set forth in Section 4.2(b) of the Purchaser Parties Disclosure Letter;

for any action taken in connection with the Purchaser Holdco Reorganization; or

as may be required by Law or a Governmental Authority,

Except as set out in Section 4.2(b) of the Purchaser Parties Disclosure Letter, without limiting the generality of Section 4.2(b), during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated, except:

with the written consent of the Company, not to be unreasonably withheld, conditioned or delayed;

for any action taken in connection with the Purchaser Holdco Reorganization;

as expressly required or permitted by this Agreement; or

as may be required by Law or a Governmental Authority;

amend the Constating Documents of the Purchaser Parties;

adjust, split, combine, reclassify or amend the terms of any securities of the Purchaser Parties;

other than Sunoco Regular Dividends, make, declare, set aside or pay any dividend or other distribution or payment in shares or property (or any combination of the foregoing) on any class of securities of the Purchaser Parties;

redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of the Purchaser Parties except any such redemption, repurchase or other acquisition that may occur in the Ordinary Course pursuant to the exercise or settlement of Sunoco’s equity incentives in accordance with their terms;

other than in the Ordinary Course, issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any, securities, or any options, warrants or similar rights exercisable or exchangeable for or convertible into securities of any Purchaser Party;

enter into any new line of business that is material to the Purchaser Parties and is materially different from the businesses of the Purchaser Parties and its Subsidiaries as of entry into this Agreement;

reorganize, restructure, recapitalize, amalgamate or merge any Purchaser Party;

adopt a plan of liquidation or pass resolutions providing for the liquidation or dissolution of any Purchaser Party or any Purchaser Material Subsidiaries;

in the case of Purchaser Holdco, conduct any business other than as required under the Arrangement or otherwise incidental thereto; or

authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Covenants of the Company Regarding the Arrangement

The Company shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company under this Agreement, co-operate with the Purchaser Parties in connection therewith, and do all such other acts and things, consistent with the terms of this Agreement and the Plan of Arrangement, as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and the Plan of Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to:

other than in connection with the Regulatory Approvals, which shall be governed by Section 4.5, use commercially reasonable efforts to satisfy the conditions precedent to its obligations of this Agreement (to the extent the satisfaction of same is within the control of the Company), and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement, the Plan of Arrangement or the Arrangement;

use its commercially reasonable efforts to provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required or reasonably requested by the Purchaser Parties in connection with the transactions contemplated by this Agreement, in each case, on terms that are satisfactory to the Purchaser Parties, acting reasonably and without paying, and without committing itself or the Purchaser Parties to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser Parties (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Law to enable the delisting of the Company Shares from the TSX promptly after the Effective Time, and in any event no more than 10 days after the Effective Time;

effect all necessary registrations, filings and submissions of information required by the Governmental Authorities from the Company or any of its Subsidiaries relating to the Arrangement;

other than in connection with the Regulatory Approvals, which shall be governed by Section 4.5, upon reasonable consultation with the Purchaser, appeal, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated under this Agreement; provided that, the Company shall not and none of its Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Purchaser, not to be unreasonably withheld, conditioned or delayed;

other than in connection with the Regulatory Approvals, which shall be governed by Section 4.5, not take any action, or refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement or the other transactions contemplated by this Agreement and the Plan of Arrangement; and

use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of the directors of the Company Board designated in writing by the Purchaser prior to the Effective Time and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time.

The Company shall promptly (but in no event later than two Business Days following any of the events described below) notify the Purchaser Parties in writing of:

any Company Material Adverse Effect or any change, event, occurrence, effect, fact or circumstance that, individually or in the aggregate, would reasonably be expected to have or develop into a Company Material Adverse Effect;

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement, the Plan of Arrangement or the Arrangement;

unless prohibited by Law, any notice or other communication from (A) any proxy advisory service in connection with, or (B) any Person objecting to, indicating an intention to oppose or pursuing or threatening to pursue a position adverse to the completion of, the transactions contemplated by this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser Parties), other than in respect of Regulatory Approvals which are governed by Section 4.5; or

any Proceeding commenced or, to the Company’s knowledge, threatened against, relating to or involving, or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated by this Agreement.

The receipt of information by the Purchaser Parties pursuant to Section 4.3(b) or otherwise shall not operate as a waiver or otherwise diminish the scope of or otherwise affect any representation, warranty or covenant of the Company.

Covenants of the Purchaser Parties Regarding the Arrangement

Other than in connection with the Regulatory Approvals, which shall be governed by Section 4.5, the Purchaser Parties shall perform all obligations required or desirable to be performed by them under this Agreement, co-operate with the Company in connection therewith, and do all such other acts and things, consistent with the terms of this Agreement and the Plan of Arrangement, as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and the Plan of Arrangement and, without limiting the generality of the foregoing, each of the Purchaser Parties shall:

do or cause to be done all acts and things to be done by the Purchaser Parties as set forth in the Plan of Arrangement, including the payment of cash and the issuance of securities;

use commercially reasonable efforts to satisfy the conditions precedent to their obligations of this Agreement (to the extent the satisfaction of same is within the control of the Purchaser Parties), and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement, the Plan of Arrangement or the Arrangement;

use its commercially reasonable efforts to provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required or reasonably requested by the Company in connection with the transactions contemplated by this Agreement, in each case, on terms that are satisfactory to the Company, acting reasonably and without paying or guaranteeing, and without committing themselves or the Company to pay or guarantee, any consideration or incurring any liability or obligation of the Company without the prior written consent of the Company (it being expressly agreed by the Company that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

effect all necessary registrations, filings and submissions of information required by the Governmental Authorities from the Purchaser Parties relating to the Arrangement;

upon reasonable consultation with the Company, appeal, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the completion of the Arrangement and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated under this Agreement; provided that, the Purchaser Parties shall not consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Company, not to be unreasonably withheld, conditioned or delayed; and

not take any action, or refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the completion of the Arrangement or the other transactions contemplated by this Agreement and the Plan of Arrangement.

The Purchaser shall promptly (but in no event later than two Business Days following any of the events described below) notify the Company in writing of:

any Purchaser Material Adverse Effect or any change, event, occurrence, effect, fact or circumstance that, individually or in the aggregate, would reasonably be expected to have or develop into a Purchaser Material Adverse Effect;

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement, the Plan of Arrangement or the Arrangement;

unless prohibited by Law, any notice or other communication from (A) any proxy advisory service in connection with, or (B) any Person objecting to, indicating an intention to oppose or pursuing or threatening to pursue a position adverse to the completion of, the transactions contemplated by this Agreement (and the Purchaser Parties shall contemporaneously provide a copy of any such written notice or communication to the Company), other than in respect of Regulatory Approvals which are governed by Section 4.5;

any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated in this Agreement.

The receipt of information by the Company pursuant to Section 4.4(b) or otherwise shall not operate as a waiver or otherwise diminish the scope of or otherwise affect any representation, warranty or covenant of the Purchaser Parties.

Regulatory Approvals

Subject to the specific obligations and limitations set out in Section 4.5(i) in relation to the Key Regulatory Approvals specified therein, the Parties shall cooperate with and assist each other and shall use their reasonable best efforts, to: (i) prepare and file as promptly as reasonably practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information and applications required by any Governmental Authority in connection with the Arrangement; and (ii) obtain and maintain all Regulatory Approvals that are necessary to consummate the transactions contemplated by this Agreement.

Other than with respect to the filing requirements and timelines in respect of the Key Regulatory Approvals which filing requirements and timelines shall be governed by the provisions of Section 4.5(c), the Party responsible at Law for obtaining a Regulatory Approval shall be the Party to make the filing to obtain such approval (or any remedy or change thereto) but will do so only once each Party has reviewed any filing and has had the opportunity to provide comment on it. Any statement in any application that creates an obligation on a Party must have the consent of that Party before it is included in the application.

In furtherance of and without limiting Section 4.5(a), in respect of the transactions contemplated by this Agreement:

as soon as practicable and in any event no later than 25 Business Days from the date of this Agreement, the Purchaser Parties shall file an application for review pursuant to section 17 of the Investment Canada Act to the Minister and contemporaneously therewith or within 15 days thereafter, shall submit proposed written undertakings to His Majesty in right of Canada in a form and with the content that is customary for transactions of this nature;

as soon as practicable and in any event no later than 25 Business Days from the date of this Agreement, the Purchaser Parties shall file an application for review pursuant to section 17 of the Investment Canada Act to the Heritage Minister, and within 15 days after receiving a request from the Heritage Minister for undertakings, shall submit proposed written undertakings to His Majesty in right of Canada in a form and with the content that is customary for transactions of this nature;

the Purchaser Parties shall as soon as practicable and in any event no later than 25 Business Days from the date of this Agreement, file with the Commissioner a request for an advance ruling certificate under section 102 of the Competition Act or, in the alternative, a No Action Letter; and, unless otherwise mutually agreed in writing by the Parties, the Purchaser Parties and the Company shall each file with the Commissioner of Competition a notification under Part IX of the Competition Act as soon as reasonably practicable thereafter;

immediately after filing a request for an advance ruling certificate under section 102 of the Competition Act or, in the alternative, a No Action Letter, the Purchaser Parties shall give notice of the Arrangement to the Minister of Transport and file with the Minister of Transport a submission with respect to the public interest as it relates to national transportation, all in accordance with subsection 53.1(1) of the Canada Transportation Act;

as promptly as practicable and in any event no later than 30 Business Days from the date of this Agreement, the Parties shall file any required notification and report forms under the HSR Act with the United States Federal Trade Commission and the United States Department of Justice; and

as promptly as practicable from the date of this Agreement, the Parties shall make any required filings in connection with the Foreign Antitrust and Investment Law Approvals.

The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 4.5 in respect of the Arrangement, this Agreement and the transactions contemplated by this Agreement, and each Party shall and shall cause its controlled Affiliates to:

regularly review with each other the progress of any applications, notifications or filings and keep each other promptly and fully informed of the status of discussions relating thereto and promptly inform each other of any communication received by any of them from a Governmental Authority;

respond promptly to any inquiry, request or notice from any Governmental Authority requiring any Party to supply additional information;

certify substantial compliance with (A) any request under subsection 114(2) of the Competition Act (also known as a “supplementary information request” or “SIR”) within 90 days of receipt of such request and (B) any request for additional information and documentary material under the HSR Act (also known as a “second request”) that they receive;

not make any proposed applications, notices, filings, submissions, correspondence and communications of any nature (including responses to requests for information and inquiries from any Governmental Authority) unless it (A) permits the other Parties to review them in advance and provides the other Parties a reasonable opportunity to comment thereon and (B) considers those comments in good faith;

promptly provide each other with any applications, notices, filings, submissions, correspondence and communications of any nature (including responses to requests for information and inquiries from any Governmental Authority) that were submitted to a Governmental Authority; and

not participate in any meeting or discussion (whether in person, by telephone, video conference or otherwise) with a Governmental Authority unless it consults with the other Parties in advance and gives the other Parties the opportunity to attend and participate thereat, unless such Governmental Authority requests otherwise.

Notwithstanding any other requirement in this Agreement, where any of the Purchaser Parties or the Company (a “Disclosing Party”) is required under this Section 4.5 to provide information to one or more of the other Parties (a “Receiving Party”) that the Disclosing Party, acting reasonably, considers to be privileged or competitively sensitive, the Disclosing Party may redact such privileged or competitively sensitive information as necessary before sharing with the Receiving Party, provided that the Disclosing Party also provides a non-redacted version to external legal counsel to the Receiving Party on the basis that the redacted information will not be shared with its client.

All filing fees incurred in connection with filings under this Section 4.5 shall be payable by the Purchaser.

The Company and the Purchaser Parties shall not, and shall cause their respective controlled Affiliates not to: (i) enter into any transaction that would reasonably be expected to prevent, materially delay or otherwise impede the obtaining of, or materially increase the risk of not obtaining, a Key Regulatory Approval prior to the Outside Date; or (ii) discuss or agree with any Governmental Authority to extend any applicable waiting period or to otherwise delay the Effective Time or to enter into any agreement, arrangement or understanding with any Governmental Authority not to consummate the Arrangement, without the prior written consent of the Company and the Purchaser, not to be unreasonably withheld. Without limiting the generality of the foregoing, no Party may withdraw a filing regarding a Key Regulatory Approval without the prior consent of the other Parties.

If any objection is asserted with respect to the transactions contemplated by or related to this Agreement under any applicable Law, or if any proceeding is instituted or threatened by any Governmental Authority challenging or which could lead to a challenge of any of the transactions contemplated by or related to this Agreement as a violation of or not in compliance with the requirements of any applicable Law, the Purchaser Parties shall use their reasonable best efforts to resolve such objection or proceeding, including by using its reasonable best efforts to avoid, oppose or seek to have lifted or rescinded any decree, Order, application or judgment that would restrain, prevent or delay the Effective Time and

In respect of the Key Regulatory Approvals, notwithstanding anything else in this Agreement, the Purchaser Parties shall, and shall cause their controlled Affiliates to, use their reasonable best efforts to take, promptly and expeditiously, any and all actions and steps necessary in order to obtain, or cause to be obtained, the Key Regulatory Approvals as soon as possible so as to permit the Effective Time to occur prior to the Outside Date, which reasonable best efforts, in relation to the remedial matters, commitments and undertakings described in (i) and (ii), below, shall mean:

in connection with the Key Regulatory Approvals, other than the Investment Canada Act Approval and the Heritage Approval, proposing, negotiating, agreeing to and effecting, by undertaking, commitment, consent agreement, consent decree, trust, hold separate agreement, Contract, Order or otherwise (and execute and deliver any additional instruments necessary to allow the consummation of the Arrangement) (A) the sale, divestiture, licensing, holding separate or disposition of all or any part of the businesses or assets of the Purchaser Parties or the Company or any of their respective Subsidiaries or controlled Affiliates; (B) the termination of any existing contractual rights, relationships and obligations, or entry into or amendment of any licensing arrangements or other contractual relationships; and (C) commitments imposing any other conditions, restrictions, limitations, undertakings, forfeitures, or agreements affecting the Purchaser Parties and their controlled Affiliates’ full rights or ownership of its properties, operations or businesses or the properties, operations or businesses of the Company and its Subsidiaries; provided, however, that any such action is conditioned upon the consummation of the Arrangement and provided, however, that the Purchaser Parties shall not be required to undertake any of the actions listed under items (A) through (C) of this paragraph to obtain the Key Regulatory Approvals if such actions would individually or in the aggregate materially impair or materially reduce the benefits expected to be realized by the Purchaser Parties from the Arrangement; and

in connection with the Investment Canada Act Approval and the Heritage Approval, proposing, negotiating and offering undertakings that are customary or commercially reasonable to obtain the Investment Canada Act Approval and the Heritage Approval, provided that Purchaser shall not be required to propose, negotiate, offer or accept any undertakings that would individually or in the aggregate materially impair or materially reduce the benefits expected to be realized by the Purchaser Parties from the Arrangement.

Exchange Approval

Purchaser Holdco shall use its commercially reasonable efforts to obtain the Exchange Approval as soon as reasonably practicable but, in any event, prior to the Effective Time.

Purchaser Holdco shall be responsible for and pay, or cause to be paid, all filing fees in connection with obtaining the Exchange Approval.

Prior to filing the listing application or notification form or responding to any comments of the New York Stock Exchange with respect to the Exchange Approval, Purchaser Holdco shall provide the Company with a reasonable opportunity to review and comment on that document or response.

Access to Information/Confidentiality

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, in accordance with its terms, subject to Law and the terms of any existing Contracts (including the Confidentiality Agreement), for the sole purpose of facilitating integration planning, the Company shall, and shall cause its Subsidiaries to, in each case upon reasonable notice:

give to the Representatives of the Purchaser Parties reasonable access to the offices, properties, officers, books and records of the Company and its Subsidiaries during normal business hours; and

furnish to the Purchaser Parties and their Representatives such financial, Tax and operating data and other filings, reports and information as such Persons may reasonably request; and make available to the Purchaser Parties and their Representatives such senior officers and employees of the Company or any of its Subsidiaries as the Purchaser Parties may reasonably request;

All information provided under this Section 4.7 that is Confidential Information as defined in the Confidentiality Agreement shall be subject to the terms of the Confidentiality Agreement notwithstanding any termination of this Agreement.

Investigations made by or on behalf of the Purchaser Parties, whether under this Section 4.7 or otherwise, will not waive, diminish the scope of or otherwise affect any representation or warranty made by the Company in this Agreement.

Public Communications

The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. The Parties shall co-operate in the preparation of presentations, if any, to the holders of any securities of the Parties.

A Party may not issue any press release or make any other public statement or disclosure with respect to this Agreement, the Plan of Arrangement or the Arrangement without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party must use commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity for the other Parties and their outside counsel to review and comment on all such news releases and other disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their outside counsel.

This Section 4.8 is subject to each Party’s overriding obligation to make disclosure in accordance with applicable Securities Laws or the rules and requirements of any stock exchange and, if such disclosure is required and the other Parties have not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Parties and, if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. For the avoidance of doubt, none of the foregoing shall prevent, materially delay or otherwise impede the Company or the Purchaser Parties from making: (i) internal announcements to employees or having discussions with shareholders, financial analysts and other stakeholders; or (ii) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, in each case, so long as such announcements and discussions are consistent in all material respects with the recent press releases, public disclosures or public statements made by such Person.

Notice and Cure Provisions

During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated, each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or fact which occurrence or failure would, or would be reasonably likely to:

cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any respect at any time from the date of this Agreement to the Effective Time if such failure to be true or correct would cause any condition in Section 6.2(a) or Section 6.3(a), as applicable, to not be satisfied; or

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement if such failure to comply would cause any condition in Section 6.2(b) or Section 6.3(b), as applicable, to not be satisfied.

Notifications provided under this Section 4.9 will not diminish the scope of the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to subsection 7.2(a)(iv)(A) and the Company may not elect to exercise its right to terminate this Agreement pursuant to subsection 7.2(a)(iii)(A) unless the Party seeking to terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party specifying in reasonable detail all breaches by a Party (the “Breaching Party”) of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of:

the Outside Date; and

the date that is 20 Business Days following receipt of such Termination Notice by the other Party, if such matter has not been cured by such date.

If the Terminating Party delivers a Termination Notice within 20 Business Days prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier of:

10 Business Days prior to the Outside Date; and

the date that is 20 Business Days following receipt of such Termination Notice by the other Party.

Insurance and Indemnification

Prior to the Effective Time, the Company shall obtain from a reputable third-party insurance carrier with the same or better credit rating as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance, and fully pay the necessary premium for, customary “tail” policies of directors’ and officers’ liability insurance for the benefit of the existing directors and officers of the Company and its Subsidiaries providing protection for a claims reporting or discovery period beginning at the Effective Time and continuing for not less than six years from and after the Effective Date and with terms and conditions (including retentions and limits of liability) that are no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries that are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Date.

From and after the Effective Time, Sunoco shall cause the Company and each of its Subsidiaries to, honour all rights in any existing indemnification provisions or agreements with the Company and any of its Subsidiaries, to the extent that they are:

included in the Constating Documents of the Company and any of its Subsidiaries; or

provided for by Law; or

included in any existing agreements with the Company or its Subsidiaries,

If Sunoco, the Company or any of its Subsidiaries or any of their respective successors or assigns:

consolidates with, amalgamates or merges into any other Person; or

transfers all or substantially all of its properties and assets to any Person,

Transaction Personal Information

Each Party shall comply with all applicable Privacy Laws in the course of collecting, disclosing and using Transaction Personal Information. Subject to the foregoing, the Parties may collect, use and disclose Transaction Personal Information for purposes related to the Arrangement. Prior to The Effective Time, the Purchaser Parties shall not disclose Transaction Personal Information to any Person other than its Representatives, including its counsel, who are evaluating and advising on the Arrangement.

The Purchaser Parties shall use commercially reasonable efforts to protect and safeguard Transaction Personal Information against unauthorized use or disclosure and shall cause their Representatives to observe the terms of this Section 4.11 and protect and safeguard Transaction Personal Information in their possession. If this Agreement is terminated prior

Except to the extent permitted or required under applicable Privacy Law, after the Effective Time, the Purchaser Parties shall not, without the consent of the individuals to whom such Personal Information relates, use or disclose Transaction Personal Information:

for purposes other than those for which such Transaction Personal Information was collected prior to the Effective Time; or

which does not relate to the carrying on of the business of the Company or its Subsidiaries or to the carrying out of the purposes for which the Arrangement was implemented.

Employee and Company Board Matters

The Parties acknowledge that the employment of each of the executive officers of the Company who remains employed by the Company immediately prior to the Effective Time will be terminated on completion of the Arrangement (each, a “Non-Continuing Company Individual”) and the payments owing to each Non-Continuing Company Individual as a result thereof (as disclosed in Section 4.12(a) of the Company Disclosure Letter) shall, subject to execution and delivery by each Non-Continuing Company Individual of a resignation and mutual release, in a form acceptable to Sunoco, acting reasonably, be paid by the Company to each Non-Continuing Company Individual at or prior to the Effective Time.

Until the first anniversary of the Effective Time, Sunoco shall or shall cause the Company to provide (i) the Company Employees with base compensation (i.e. annual salary or base hourly rate) that is not less than the base compensation paid to such Company Employees immediately prior to the Effective Time, and (ii) notice or severance for without cause termination consistent with generally accepted practices under applicable statutory provisions or common law; provided that, nothing in this Section 4.12(b) shall (A) give any Company Employee any right to continued employment, (B) affect or otherwise increase the severance, post-termination benefits or other termination entitlements of any Company Employees, (C) impair in any way the right of the Company to terminate the employment of any Company Employee or amend or terminate any of the Company Employee Plans in accordance with their terms or (D) otherwise impact a Person’s applicable legal and contractual rights.

Prior to the Effective Time, the Company ESPP shall be terminated in accordance with its terms. The Company Board (or, if appropriate, the committee administering the Company ESPP) will pass such resolutions and take all actions reasonably necessary with respect to the Company ESPP to provide from and after the date hereof, no new participants will be permitted to participate in the Company ESPP and participants will not be permitted to increase their payroll deductions or purchase elections from those in effect on date of this Agreement. Notwithstanding the foregoing (i) the termination of the Company ESPP does not otherwise alter or extinguish any rights of existing participants and (ii) any legal or contractual rights of participants pursuant to the Company ESPP will be handled in accordance with the terms of the Company ESPP.

Until the Effective Time:

the Company shall not, without the prior written consent of the Purchaser Parties, acting reasonably, increase the size of the Company Board or fill any vacancy on the Company Board; and

promptly advise the Purchaser Parties of any communication (written or oral) received from, or Proceedings brought by (or, to the knowledge of the Company, threatened by), any Person with respect to the composition of the Company Board, and provide the Purchaser Parties with a reasonable opportunity to review and comment upon any written communication sent by or on behalf of the Company to any such Person and to participate in any discussions or negotiations with or including any such Person.

Financings

The Purchaser Parties shall use their reasonable best efforts to take, or cause to be taken, all actions as are necessary, proper or advisable to consummate the Debt Financing at or prior to the Effective Time, including using reasonable best efforts in: (i) maintaining in effect the Debt Commitment Letter and the Sunoco Existing Credit Facilities (except to the extent replaced by the financing contemplated in the Debt Commitment Letter) and, once entered into prior to the Effective Date (if at all), the Financing Documents (as defined below) in accordance with their respective terms, (except for such amendments, supplements, modifications, replacements or waivers permitted pursuant to this Section 4.13); (ii) negotiating and entering into definitive documentation with respect to the Debt Financing in accordance with the Debt Commitment Letter on the terms and conditions (including the ‘market flex’ provisions) contained in the Debt Commitment Letter or on other terms in accordance with this Section 4.13; (iii) satisfying or obtaining on a timely basis the waiver of all conditions to funding within the control of the Purchaser Parties in the Debt Commitment Letter (and in any definitive documentation entered into with respect to the Debt Financing prior to the Effective Time (the “Financing Documents”); and (iv) enforcing its rights under the Debt Commitment Letter in the event of a breach by the Debt Financing Sources (or any of them) that would reasonably be expected to prevent, materially delay or otherwise materially impede the consummation of the transactions contemplated by the Arrangement (it being agreed that any delay to a date that would be later than the Outside Date is a material delay).

The Purchaser Parties shall not permit, without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned, provided that it shall not be unreasonable for the Company to withhold consent to any amendment or modification that would reasonably be expected to cause closing of the Arrangement to occur after the Outside Date), any amendment or modification to be made to, any replacement or termination of, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter or any Financing Document (it being understood that the exercise of any “market flex” provisions shall not be deemed to be an amendment, modification, waiver or release) if such amendment, modification, replacement, termination, waiver or release expands or modifies the conditions precedent to the availability of the Debt Financing or imposes new or additional conditions precedent thereto, reduces the amount of the commitments thereunder to any amount less than the Required Amount or would otherwise reasonably be expected to prevent, materially delay or otherwise materially impede the consummation of the Debt Financing or the timely consummation of the transactions contemplated by this Agreement; provided, that, for the avoidance of doubt, (i) the Purchaser Parties shall be permitted to amend the Debt Commitment Letter to add lenders (and re-allocate commitments as a consequence of the addition of lenders), arrangers, bookrunners, syndication and documentation agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof, (ii) the termination of commitments as contemplated under the Debt Commitment Letter (for example, as a result of non-ordinary course liquidity events) or in the Sunoco Existing Credit Facilities as

The Purchaser Parties shall keep the Company reasonably informed on a current basis of the status of its efforts to arrange and finalize the Debt Financing, and, upon reasonable request by the Company, the Purchaser Parties will provide the Company with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the Debt Financing. Without limiting the generality of the foregoing, the Purchaser Parties shall give the Company notice as soon as reasonably practicable: (i) of any actual breach or default by any party to the Debt Commitment Letter, any Financing Documents or the Sunoco Existing Credit Facilities of which the Purchaser Parties (or any of them) becomes aware; (ii) of the receipt of any written notice or other communication from any Debt Financing Source with respect to any actual breach, default, termination or repudiation by any party to the Debt Commitment Letter, any Financing Documents or the Sunoco Existing Credit Facilities; (iii) if for any reason the Purchaser Parties believe in good faith that they will not be able to obtain all or any portion of the Debt Financing; (iv) if the Debt Commitment Letter, any Financing Documents or the Sunoco Existing Credit Facilities expires or is terminated for any reason; and (v) if the Debt Commitment Letter, any Financing Documents or the Sunoco Existing Credit Facilities is amended, supplemented, replaced or terminated or if any waiver is granted in respect thereof, together with the applicable amendment, supplement, replacement or waiver (it being understood that (x) any fee letter (or amendment, supplement, replacement or waiver thereof) will be redacted on the same basis as contemplated by paragraph 28(a) of Appendix D and (y) public filing of such amendment, supplement, replacement or waiver with the SEC shall constitute delivery thereof). As soon as reasonably practicable after the date the Company delivers to any Purchaser Party a written request, the Purchaser Parties shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii), (iii), (iv) or (v) of the immediately preceding sentence. The Purchaser Parties shall not be required to make a disclosure under this Section 4.13(c) to the extent that any such disclosure would be prohibited under applicable Laws or could reasonably be expected to result in a waiver of solicitor-client privilege.

If any portion of the Debt Financings becomes unavailable on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Debt Commitment Letter or the Sunoco Existing Credit Facilities (unless such portion of the Debt Financings is not required to timely consummate the transactions contemplated by this Agreement and the Plan of Arrangement), the Purchaser Parties shall use their reasonable best efforts to arrange and obtain, as promptly as practicable, alternative financing from alternative sources which alternative financing shall: (i) provide for an aggregate commitment amount (for the avoidance of doubt, inclusive of the remaining commitment amount under the Debt Commitment Letter) that is sufficient to provide the Purchaser Parties, when taken together with available cash and available borrowings under the Sunoco Existing Credit Facilities, the Required Amount; and (ii) be subject to such terms and conditions as would not reasonably be expected to prevent, materially delay or otherwise materially impede the consummation of the Arrangement or the transactions contemplated hereby; provided that nothing contained in this Section 4.13(d) shall require, and in no event shall the reasonable best efforts of the Purchaser Parties be deemed or construed to require, the Purchaser Parties (or any of them) to pay any fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letters (after giving effect to the “market flex” provisions), or agree to terms, taken as a whole, materially less favorable to the Purchaser Corporate Group or the Company Corporate Group than the terms contained in or contemplated by the Debt Commitment Letters as of the date hereof.

The Purchaser Parties acknowledge and agree that the Purchaser Parties’ obtaining financing is not a condition to any of their respective obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser Parties. For the avoidance of doubt, if any financing referred to in this Section 4.13 is not obtained, the Purchaser Parties will continue to be obligated to consummate the Arrangement, subject to and on the terms contemplated by this Agreement, subject to the applicable conditions set forth in Article 6.

Financing Assistance

The Company shall use reasonable best efforts to provide and to cause its Subsidiaries (and to use reasonable best efforts to cause its and their Representatives) to provide such customary and timely cooperation to the Purchaser Parties as the Purchaser Parties may reasonably request in connection with the arrangements by the Purchaser Parties to obtain the Debt Financings (provided that (i) such cooperation does not unreasonably interfere with the ongoing business operations of the Company or its Subsidiaries; (ii) other than any customary authorization letters and comfort letters described below, the Company shall not be required to execute or enter into, or cause any of its Subsidiaries or its or their Representatives to execute or enter into, any binding commitment or agreement which becomes effective prior to the Effective Time or which is not conditional on the completion of the Arrangement and does not terminate without liability to the Company or its Subsidiaries upon the termination of this Agreement; (iii) neither the Company Board nor any of the boards of directors (or equivalent bodies) of the Company’s Subsidiaries shall be required to approve or adopt any Debt Financing or Contracts related thereto (for the avoidance of doubt, excluding any customary authorization letters or comfort letters described below to the extent applicable) that would take effect prior to, or are not otherwise contingent upon the occurrence of, the Effective Time (and no such directors that shall not be continuing directors shall be required to take such action); (iv) no employee, officer or director of the Company or any of its Subsidiaries shall be required to take any action which would result in such Person incurring any personal liability (as opposed to liability in his or her capacity as an officer) with respect to any matters related to the Debt Financing (including the matters set forth below in items (i) through (x)); and (v) any actions taken as described in the following clauses shall be, and shall be deemed to be, a use of reasonable best efforts under this Section 4.14(a)), including:

making available to the Purchaser Parties, their Representatives and the Debt Financing Sources and their respective agents and advisors, (a) Required Financial Information that is Compliant; provided that (A) in the case of Required Financial Information contemplated in clause (a) of the definition thereof, such Required Financial Information shall be provided when it becomes available and shall not otherwise be qualified by “reasonable best efforts” as set forth in this Section 4.14(a) and (B) in the case of Required Financial Information contemplated

participating (and using reasonable best efforts to cause members of senior management of the Company with appropriate seniority and expertise to participate) in a reasonable number of meetings, conference calls, presentations, sessions, road shows, with the Debt Financing Sources and prospective lenders or investors, due diligence sessions and sessions with ratings agencies;

reasonably assisting with the preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents (including lender and investor presentations, offering memoranda, bank information memoranda and similar documents) and other customary marketing documents required in connection with the Debt Financing (“Financing Materials”);

cooperating and providing information reasonably required by or for the benefit of the Debt Financing Sources in the context of due diligence and verification, in compliance with applicable requirements or customary practice;

providing the Purchaser Parties, the Debt Financing Sources and their respective Representatives reasonably timely and customary access, upon reasonable request and notice, to conduct site visits and inspections;

as soon as practicable following request and at least four (4) Business Days prior to the Effective Date (provided the request is at least nine (9) Business Days prior to such time), providing the Purchaser Parties and any of the Debt Financing Sources with all documentation and other information required under applicable anti-money laundering laws, rules and regulations and know-your-client processes, including without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and with respect to beneficial ownership;

cooperating in the discharge of existing indebtedness and Liens of the Company and its Subsidiaries (which discharge for clarity shall not be required to take effect before, and may be subject to, closing of the Arrangement), including, without limitation, (A) obtaining customary debt pay-off letter(s) with respect to the Company Corporate Credit Facility and, unless the consent referred to in clause (viii) below has been obtained, the Company Project Financing, and appropriate documentation to release, discharge and terminate the guarantees and Liens of the Company and its Subsidiaries providing credit support under the Company Corporate Credit Facility and the Company Project Financing (if applicable) and delivering drafts of such pay-off letter(s) and release documentation to the Purchaser Parties for comment and review at least five (5) Business Days prior to the Effective Time and executed forms of such pay-off letters to the Purchaser Parties at least two (2) Business Days prior to the Effective Time, it being understood that such pay-off letters and release, discharge and termination

at the request of the Purchaser Parties, use reasonable best efforts to obtain, subject to and with effect from the closing of the Arrangement, such consents, waivers or amendments as may be necessary or reasonably requested in order to allow the Company Project Financing to remain outstanding after the Effective Time without default or other breach resulting thereunder as a result of the consummation of the transactions contemplated by this Agreement or the go-forward operations of the Purchaser Corporate Group (including the Company and its Subsidiaries) following the Effective Time;

cooperating with the preparation and negotiation of and entry into (which may be subject to and with effect from the closing of the Arrangement) and sending of definitive and ancillary documentation in connection with, and which may be subject to and with effect from the closing of the Arrangement, the Debt Financings, including the delivery (after the Effective Time or conditional upon the closing of the Arrangement) of any certificate, opinion or other document required to be delivered to the trustees of the indentures relating to the Parkland Existing Notes that will remain outstanding following the Effective Time in connection with the transactions contemplated by this Agreement; and

obtain from the Company’s registered public accounting firm that has audited the Company’s most recent audited financial statements, customary comfort letters and consents required in connection with any Debt Financing with respect to the financial statements and information described in Required Financial Information that is included in any offering document for which such comfort is customarily required, including customary confirmations (in customary form and scope and delivered at such customary times) of such accountants that they are prepared to issue any such comfort letter or consent subject to the completion of its customary procedures relating thereto and request that such attend accounting due diligence sessions and drafting sessions.

Without limiting the generality of the foregoing cooperation described in Section 4.14(a), with respect to the Parkland Existing Notes (the actions described below, “Parkland Existing Notes Actions”):

Within five (5) Business Days of receiving written notice from the Purchaser instructing the Company to (A) issue or cause to be issued a notice of optional redemption with respect to any series of the Parkland Existing Notes, which notice shall be conditioned upon the consummation of the transactions contemplated under this Agreement, the Company shall issue such conditional notice of redemption in respect of such series of the Parkland Existing Notes; provided that the Purchaser Parties and the Company agree that such notice shall be delivered in accordance with the requirements of, and only to the extent permitted by, the applicable indenture governing such series of the Parkland Existing Notes, including with respect to timing requirements relative to the redemption date and the conditionality of such notice; provided further that, within three (3) Business Days of receiving written notice from the Purchaser Parties instructing the Company to delay the redemption date in respect of a series of the Parkland

As soon as reasonably practicable after the receipt of any written request by the Purchaser Parties to do so, and, in any event, subject to applicable Law and compliance with the terms of each applicable indenture governing the Parkland Existing Notes, the Company shall commence (and shall commence together with the applicable Purchaser Parties where such Purchaser Parties shall be offerors) offers to purchase or exchange all or a portion of the Parkland Existing Notes for securities of the Purchaser Parties, and/or consent solicitations to amend, eliminate or waive certain sections of any indenture governing a series of the Parkland Existing Notes as specified by the Purchaser Parties (the “Consent Solicitations”), on such terms and conditions, including pricing terms, that are specified and instructed by the Purchaser Parties (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and the Purchaser Parties shall assist the Company in all material respects in connection therewith; provided, however, that the Company shall not be required to commence any Debt Tender Offer until the Purchaser shall have prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement, supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender

The Company acknowledges that, in connection with the Debt Financings and Parkland Existing Notes Actions, the Purchaser Parties may have confidential discussions concerning this Agreement or the Arrangement with the Debt Financing Sources, rating agencies, prospective lenders, prospective or existing investors and trustees and each of their agents and advisors during syndication of the Debt Financings (including any replacement or alternative financing) and/or the pendency of such Parkland Existing Notes Actions and that confidential or otherwise non-public information may be provided to the Debt Financing Sources, rating agencies, prospective lenders, prospective or existing investors and trustees and each of their agents and advisors, and the Company consents to the Purchaser Parties and its Affiliates and Representatives having such discussions

Without limiting the generality of the foregoing, the Company consents to the use of all logos of the Company and its Subsidiaries in any Financing Materials used in connection with the Debt Financings and any similar materials used in connection with any Parkland Existing Notes Actions; provided, that such logos are: (i) used (A) solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries, and (B) solely in connection with a description of the Company, its business and products or the transactions contemplated by this Agreement (including the Debt Financings); or (ii) used in any other manner as may be approved by the Company from time to time.

None of the Company or its Subsidiaries shall be required to: (i) pay any commitment, consent or other similar fee, incur any liability, or provide or agree to provide any indemnity in connection with the Debt Financings or the Parkland Existing Notes Actions prior to the Effective Time that is not indemnified or reimbursed pursuant to Section 4.14(f); (ii) take any action or do anything that would: (A) contravene any applicable Laws or its organizational or constating documents in effect as of the date of this Agreement; (B) materially breach or would result in a default under any Material Contract to which the Company or its Subsidiaries is party (provided that such Material Contract is not entered into solely for the purpose of circumventing the cooperation contemplated herein); (C) cause any breach of this Agreement that would provide the Purchaser Parties with the right to terminate this Agreement or seek indemnity, reimbursement of expenses or the payment of the Purchaser Termination Fee under the terms hereof; or (D) reasonably be expected to prevent, materially delay or otherwise materially impede the consummation of the Arrangement or the transactions contemplated hereby; (iii) disclose any information that would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or its Subsidiaries with respect to confidentiality that are owed to any third party; provided, the Company shall, and shall cause its Subsidiaries to, notify the Purchaser Parties if any documentation and information is being so withheld and provide a general description of such withheld documentation or information, in each case, to the extent permitted under the applicable obligation of confidentiality; or (iv) waive or amend any terms of this Agreement. Nothing in this Agreement will require any Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to this Section 4.14 that would or would reasonably be expected to result in personal liability to such Representative.

The Purchaser Parties shall, promptly upon request by the Company (and in any event following termination of this Agreement): (i) reimburse the Company or its Subsidiaries for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket legal and accounting fees) incurred by the Company or its Subsidiaries in connection with any of the actions contemplated by this Section 4.14; and (ii) shall indemnify and hold harmless the Company or its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 4.14 or in connection with the Debt Financings or the Parkland Existing Notes Actions, in each case, other than in connection with any information supplied by or on behalf of the Company or any of its Subsidiaries (or which relates to the Company or any of its Subsidiaries which is approved in writing by the Company or any Subsidiary (including by email)) or to the extent resulting from the Company’s or any of its Subsidiaries’ fraud, gross negligence or willful misconduct.

For the avoidance of doubt, the Purchaser Parties may, to most effectively access the financing markets, request the cooperation of the Company and its Subsidiaries under this Section 4.14 at any time, and from time to time on multiple occasions, between the date hereof and the Effective Time.

The Parties agree that subject to the Company’s compliance with Section 2.14, (i) a breach by the Company of its obligations under this Section 4.14 (other than as required by Section 4.14(a)(i) , Section 4.14(a)(vi), Section 4.14(a)(vii), Section 4.14(a)(x) or Section 4.14(b)(i) with respect to the satisfaction and discharge or redemption in full of the Existing 2026 Notes upon the Effective Time) shall not constitute a breach of this Agreement for purposes of Section 6.2(b) unless such breach is a material breach and directly results in the Debt Financing not being available to the Purchaser Parties prior to or at the Effective Time, and (ii) a breach by the Company or its Subsidiaries of their obligations under Section 4.14(a)(i), Section 4.14(a)(vi), Section 4.14(a)(vii), Section 4.14(a)(x) or Section 4.14(b)(i) with respect to the satisfaction and discharge or redemption in full of the Existing 2026 Notes upon the Effective Time shall not constitute a breach of this Agreement for purposes of Section 6.2(b) unless such breach results in the Debt Financing not being available to Purchaser Parties prior to or at the Effective Time.

Debt Financing Sources

agrees, without limiting the Purchaser Parties’ rights and remedies against the Debt Financing Sources under the Debt Commitment Letters, that:

no Debt Financing Party will have any obligation or liability (whether in contract or in tort, in law or in equity or otherwise) to the Company or any of its Affiliates relating to or arising out of this Agreement, the Debt Financings or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; and

this Agreement may only be enforced against, and any claim, action or other proceeding that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as the Parties to this Agreement;

agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof);

submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts referred to in Section 4.15(b);

agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.1 shall be effective service of process against it for any such action brought in any such court referred to in Section 4.15(b);

irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court referred to in Section 4.15(b);

agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by ▇▇▇;

agrees that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) involving a Debt Financing Party that is in any way related to this Agreement, the Arrangement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing shall be governed by, and construed in accordance with, the Laws of the State of New York without regard to conflict of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law);

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY DEBT FINANCING PARTY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY; and

agrees that no amendment or waiver of this Section 4.15, Section 8.2(d) Section 9.10(a) or Section 9.10(d)(i) (or the definitions used herein or therein) shall be effective to the extent such amendment or waiver is adverse to the Debt Financing Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter as of such date.

Pre-Acquisition Reorganization

Subject to Section 4.16(b), the Company agrees that, upon request of the Purchaser Parties, the Company shall use commercially reasonable efforts to: (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Parties may request, acting reasonably (each a “Pre-Acquisition Reorganization”), (ii) cooperate with the Purchaser Parties and their advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; and (iii) cooperate with the Purchaser Parties and their advisors to seek to obtain consents or waivers which might be required, including, if applicable, from the Company’s or its Subsidiaries’ lenders under existing debt documentation in connection with any Pre-Acquisition Reorganization, provided that such consents or waivers have been set out in the notice delivered to the Company pursuant to Section 4.16(c).

The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.16(a) unless such Pre-Acquisition Reorganization:

can be completed as close as reasonably practicable to the Effective Date, and can be reversed or unwound, without incurring any costs or expenses that are not subject to reimbursement or indemnification pursuant to Section 4.16(d) and without adversely affecting the Company, any of its Subsidiaries or the Company Securityholders, in the event the Arrangement is not completed;

is not prejudicial to the Company or Company Securityholders;

does not require the Company to obtain the approval of Company Securityholders;

does not reduce or change the amount or form of the Consideration provided for under the Arrangement;

does not prevent or impair the ability of the Company or the Purchaser Parties to complete, and will not delay the completion of, the Arrangement;

does not require the Company or any of its Subsidiaries to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, Company Securityholders incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to Section 4.16(a);

does not result in any breach by the Company or any of its Subsidiaries of any Material Contract (unless the counterparty to such Material Contract has pre-emptively waived any such breach) or any breach by the Company or any of its Subsidiaries of their respective Constating Documents, organizational documents or Law or require any consents or waivers (including, if applicable from the counterparties to such Material Contracts or from the Company’s or its Subsidiaries’ lenders, trustees or noteholders under existing debt documentation) that have not been obtained;

does not, in the opinion of the Company, acting reasonably and in good faith, interfere with the ongoing operations of the Company or any of its Subsidiaries;

does not require the directors, officers, employees or agents of the Company or its Subsidiaries to take any action in any capacity other than as a director, officer, employee or agent or that would reasonably be expected to result in any such director, officer, employee or agent incurring personal liability;

does not result in the withdrawal or material modification of the Fairness Opinions; and

other than with the consent of the Company (not to be unreasonably withheld, conditioned or delayed), shall not become effective unless the Purchaser Parties have waived or confirmed in writing the satisfaction of all conditions in their favour under this Agreement and shall have confirmed in writing that they are prepared, and able to promptly and without condition proceed, to effect the Arrangement.

The Purchaser Parties must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least fifteen (15) Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Purchaser Parties shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of the Company Securityholders).

The Purchaser Parties shall: (i) forthwith reimburse the Company for all out-of-pocket costs and expenses incurred in connection with any proposed Pre-Acquisition Reorganization, including any costs incurred by the Company to restore the organizational structure of the Company to an identical structure of the Company as of immediately prior to the implementation of any Pre-Acquisition Reorganization including in connection with or as a

The Purchaser Parties agree that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty, covenant or agreement of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract).

Title Insurance

Purchaser Parties Organizational Matters

On the Effective Date, a current member of the Company Board selected by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be appointed to the board of directors of the managing member of Purchaser Holdco for a 12 month term.

From and after the Effective Time, ▇▇▇▇▇▇ hereby agrees to indemnify and save harmless, on an after-Tax basis, Purchaser Holdco from all actual losses suffered or incurred by the Purchaser Holdco as a result of an Indemnified Liability; provided that Sunoco shall have no liability hereunder in respect of any Claims unless Purchaser Holdco shall have delivered an Indemnity Notice in respect of such Claim following the Effective Date and within two (2) years from the Effective Date (in the case of any Claim that does not relate to Taxes) or within the period ending six (6) months after the end of the statutory assessment or reassessment period applicable to the Tax period in respect of which the Claim relates (in the case of any Claim that relates to Taxes).

If any claim, proceeding or other matter (a “Claim”) is made against Purchaser Holdco by a third party for which Purchaser Holdco may be entitled to indemnification under Section 4.18(b), Purchaser Holdco shall give notice (the “Indemnity Notice”) to Sunoco specifying the particulars of such Claim within 20 days after it receives notification of the Claim. Sunoco shall have the right to participate in any negotiations or proceedings with respect to such Claim. Purchaser Holdco shall not settle or compromise any such Claim without the prior written consent of Sunoco, such consent not to be unreasonably withheld or delayed. If Sunoco has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to Purchaser Holdco that Sunoco wishes to dispute such Claim, then Purchaser Holdco may assume the defence of such Claim. If Sunoco does give such a notice, Sunoco shall have the right to assume the defence of such Claim and to defend such Claim in the name of Purchaser Holdco. Purchaser Holdco shall provide to Sunoco all files, books, records and other information in its possession or control which may be relevant to the defense of such Claim.

(i) For the two year period following the Effective Date (the “Equalization Period”), Purchaser Holdco shall, each time that Sunoco declares and pays a distribution on Sunoco Common Units, declare and pay, with a corresponding record date and payment date, on each Purchaser Holdco Unit an amount or other consideration equal to 100% of the distributions paid by Sunoco on each Sunoco Common Unit ; (ii) for the Equalization Period, Sunoco shall ensure that Purchaser Holdco shall at all applicable times have sufficient cash available necessary to pay the distributions contemplated by clause (i) above; and (iii) Sunoco shall ensure that Purchaser Holdco shall have sufficient cash or financial capacity necessary to pay when due all expenses, obligations and liabilities of Purchaser Holdco (other than income Taxes) arising in the Ordinary Course incurred in or attributable to the period starting on the Effective Date and ending on the earlier of the end of the Equalization Period and a customarily defined “trigger event”, as of the date that such expenses, obligations and liabilities become due and payable, regardless of when payable (without duplication of the operation of the foregoing clause (ii)) with no liability of Purchaser Holdco to Sunoco for such cash and, for greater certainty, without the issuance by Purchaser Holdco of any of its securities for such cash. During the Equalization Period, in the event of: (x) any subdivision, redivision, stock split or other similar change resulting in each Sunoco Common Unit representing or being exchanged for a greater number of Sunoco Common Units; (y) any consolidation, reverse stock split or other similar change resulting in each Sunoco Common Unit representing or being exchanged for a smaller number of Sunoco Common Units (each, an “Adjustment”) is made in the Equalization Period, corresponding adjustments to the Purchaser Holdco Units shall be made and/or distributions on the Purchaser Holdco Units shall be adjusted in order to provide for equalization of the distributions referred to in clause (i) above on the Sunoco Common Units and the Purchaser Holdco Units taking into account the Adjustment. For the avoidance of doubt, expenses will not be deemed in the Ordinary Course to the extent they relate to any activities engaged in by Purchaser Holdco other than Purchaser Holdco’s business of becoming and continuing as a publicly traded entity that owns, directly and indirectly, interests in Sunoco and managing Sunoco’s business and affairs and activities incidental thereto (which unrelated activities will include any investments in any Person other than Sunoco and its Subsidiaries and any financing activities the proceeds of which are not contributed to Sunoco for the benefit of the Sunoco business).The provisions of this Section 4.18(d) shall survive the termination of this Agreement.

Sunoco shall forthwith following the Effective Time reimburse the Purchaser Holdco for all out-of-pocket costs and expenses incurred in connection with the Purchaser Holdco Reorganization to the extent incurred but not paid prior to the Effective Time.

The Purchaser Parties shall implement the Purchaser Holdco Reorganization on or prior to the Effective Date.

Non-Solicitation

Except as provided in this Article 5, the Company shall not and shall cause its Subsidiaries not to, directly or indirectly, through any Representative of the Company or any of its Subsidiaries:

solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether public or otherwise) that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal;

enter into, engage in or otherwise participate in any negotiations with any Person (other than the Purchaser Parties and their Affiliates) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, provided that, the Company may:

advise any Person of the existence of, and restrictions under, this Agreement;

communicate with any Person for the purposes of ascertaining facts from such Person or clarifying the terms of any inquiry, proposal or offer made by such Person (including with respect to an Acquisition Proposal), provided a summary of such communication is subsequently provided to the Purchaser Parties; or

advise any Person making an Acquisition Proposal that the Company Board and/or the Company Special Committee have determined that such Acquisition Proposal does not constitute a Superior Proposal;

make a Company Change in Recommendation; or

accept or enter into, or publicly propose to accept or enter into, any agreement or arrangement with any Person in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3).

The Company shall, and shall cause its Subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser Parties) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company must:

promptly discontinue access to and disclosure of all confidential information of the Company or any of its Subsidiaries to any Person other than the Purchaser Parties and their Affiliates and their respective Representatives; and

in accordance with the applicable confidentiality agreement, promptly request, and exercise all rights it or any of its Subsidiaries have to require:

the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person other than the Purchaser Parties and their Affiliates and their respective Representatives that has entered into a confidentiality agreement with the Company or any of its Subsidiaries since December 31, 2023; and

the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries,

The Company covenants and agrees:

that the Company shall take commercially reasonable actions to enforce each confidentiality, standstill or similar agreement or covenant to which the Company or any of its Subsidiaries is a party; and

not to release, and cause its Subsidiaries not to release, any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company or any of its Subsidiaries under any confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or covenant to which the Company or any of its Subsidiaries is a party, without the prior written consent of the Purchaser Parties (it being acknowledged by the Purchaser Parties that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(c) and provided further for greater certainty that this Section 5.1(c) shall not prevent the Company Board and/or Company Special Committee from considering an Acquisition Proposal from a Person that has entered into a confidentiality agreement pursuant to Section 5.3 and accepting a Superior Proposal that might be made by any such Person).

Notification of Acquisition Proposals

promptly (and in any event within one (1) Business Day) notify the Purchaser Parties, at first orally, and then as soon as practicable in writing, of such Acquisition Proposal, inquiry, offer or request, including summaries of all material or substantive written documentation, correspondence or other written material received in respect of, from or on behalf of such Persons making the Acquisition Proposal; and

keep the Purchaser Parties reasonably informed of the status of developments and, to the extent permitted by Section 5.3, discussions and negotiations with respect to any Acquisition Proposal, inquiry, offer or request, including any material or substantive changes, modifications or other amendments to any such Acquisition Proposal, inquiry, offer or request.

Responding to an Acquisition Proposal

the Company Board and the Company Special Committee first determine in good faith, after consultation with their financial advisors and their legal counsel that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;

such Person was not restricted from making such Superior Proposal pursuant to an existing standstill or similar agreement entered into with the Company;

the Company has been, and continues to be, in material compliance with its obligations under this Article 5;

before providing any such copies, access or disclosure, the Company has entered into a confidentiality agreement with such Person that is on terms that are no less restrictive to such Person and its affiliates than those found in the Confidentiality Agreement provided that the standstill obligations shall expire no earlier than 12 months after the date of such confidentiality agreement, and any such copies, access or disclosure provided to such Person shall have been or shall be promptly provided to the Purchaser Parties;

before providing any such copies, access or disclosure, the Company provides the Purchaser Parties with a true, complete and final executed copy of the confidentiality agreement referred to in Section 5.3(d); and

the Company promptly provides the Purchaser Parties with access to, or otherwise makes available to the Purchaser Parties, any non-public information concerning the Company and its Subsidiaries provided to such other Person which was not previously made available to the Purchaser Parties.

Right to Match

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Company Board may authorize the Company to enter into a definitive agreement with respect to such Superior Proposal or may make a Company Change in Recommendation, if and only if:

the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar agreement entered into with the Company or any of its Subsidiaries;

the Company has been, and continues to be, in compliance in all material respects with its obligations under this Article 5;

the Company has delivered to the Purchaser Parties a written notice of the determination of the Company Board and the Company Special Committee that such Acquisition Proposal constitutes a Superior Proposal and of the intention to enter into a definitive agreement with respect to such Superior Proposal or make

the Company or its Representatives have provided to the Purchaser Parties a copy of the proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Company and its Representatives containing material terms and conditions of such Superior Proposal);

at least five full Business Days (the “Matching Period”) have elapsed from the later of the date on which the Purchaser Parties received the Superior Proposal Notice and the date on which the Purchaser Parties received a copy of the proposed definitive agreement with respect to the Superior Proposal including any financing commitments or other documents in possession of the Company and its Representatives containing material terms and conditions of such Superior Proposal from the Company;

during any Matching Period, the Purchaser Parties have had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

after the Matching Period, the Company Board and the Company Special Committee have determined in good faith, after consultation with their outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement (and, if applicable, as proposed to be amended by the Purchaser Parties under Section 5.4(b)) and the failure of the Company Board to take such action with respect to such Superior Proposal would be inconsistent with its fiduciary duties to the Company; and

prior to or concurrently with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(a)(iii)(B) and concurrently pays the Purchaser Termination Fee.

During the Matching Period, or such longer period as the Company may approve in its sole discretion and in writing for such purpose:

the Purchaser Parties shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement;

the Company Board and the Company Special Committee shall, in good faith and in consultation with their outside legal counsel and financial advisors, review any offer made by the Purchaser Parties to amend the terms of this Agreement and the Arrangement in Order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously determined to constitute a Superior Proposal ceasing to be a Superior Proposal; and

the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser Parties to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser Parties to proceed with the transactions contemplated by this Agreement on such amended terms.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for purposes of this Section 5.4, and to the extent such new Acquisition Proposal is determined to be a Superior Proposal, the Purchaser Parties shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser Parties received a new Superior Proposal Notice and the date on which the Purchaser Parties received from the Company a copy of the definitive agreement and all of the materials referred to in Section 5.4 with respect to each such new Superior Proposal.

The Company Board shall promptly (and in any event within one (1) Business Day) reaffirm the Company Board Recommendation by way of a press release issued by the Company after:

any public announcement that an Acquisition Proposal has been determined not to be a Superior Proposal; or

the Company Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal no longer being a Superior Proposal.

If the Company provides a Superior Proposal Notice to the Purchaser Parties after a date that is less than ten Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from the Purchaser Parties, postpone the Company Meeting to a date that is not more than ten Business Days after the scheduled date of the Company Meeting, but in any event to a date that is less than ten Business Days prior to the Outside Date.

Permitted Disclosure

(i) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal provided that the Company shall provide the Purchaser Parties and their outside legal counsel with a reasonable opportunity to review and comment on the form and content of such circular or other disclosure and shall give reasonable consideration to comments made by the Purchaser and its outside legal counsel; (ii) calling or holding a meeting of Company Shareholders requisitioned by any Company Shareholder in accordance with the ABCA, provided that any such meeting does not occur until after the Company Meeting; or (iii) taking any action to fulfill its disclosure or legal obligations to Company Shareholders prior to the Effective Time if the Company Board, after consultation with outside legal counsel and financial advisers, has determined in good faith that a failure to take such action or make such disclosure would reasonably be expected to be

making a Company Change in Recommendation resulting solely from the occurrence of a Purchaser Material Adverse Effect (a “Specified Change in Recommendation”), which, for greater certainty, shall not give rise to a termination right pursuant to Section 7.2(a)(iv)(B) nor shall it constitute a Purchaser Damages Event.

Actions of Representatives

Mutual Conditions Precedent

the Arrangement Resolution has been approved at the Company Meeting in accordance with the Interim Order;

the Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to any of the Parties, each acting reasonably, on appeal or otherwise;

no Law is in effect which prevents, prohibits or makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser Parties from completing the Arrangement;

the Key Regulatory Approvals (other than the Foreign Antitrust and Investment Law Approvals) have been received or obtained and are in full force and effect;

the Exchange Approval has been received and is in full force and effect and any registration statement(s) required to be filed and declared effective by the SEC to obtain the Exchange Approval or in connection with any Alternative Structure in accordance with Section 2.14, shall have been declared effective by the SEC under applicable law and remain effective (and to the extent required or advisable in connection with any Alternative Structure in accordance with Section 2.14, the applicable offer period and any extensions thereof required by applicable securities laws shall have expired); and

the Articles of Arrangement to be filed with the Registrar under the ABCA in accordance with the Arrangement shall be in a form and content satisfactory to the Company and the Purchaser Parties, each acting reasonably.

Additional Conditions Precedent to the Obligations of the Purchaser Parties

(i) each of the representations and warranties made by the Company and set out in (A) Appendix C Sections 1 [Organization and Corporate Power of Company], 2 [Organization and Requisite Power of Company Material Subsidiaries], 3 [Corporate Authorizations] and 8 [Execution and Binding Obligation] are true and correct in all material respects as of the date of this Agreement and as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), and (B) Appendix C Section 9(a) [Capitalization] (only in respect of the outstanding Company Shares) are true and correct in all respects as of the date of this Agreement and as of the Effective Time as if made at such time (except for de minimis inaccuracies and except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date); (ii) all other representations and warranties made by the Company in this Agreement are true and correct as of the date of this Agreement and as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date) except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Company Material Adverse Effect” or other concepts of materially in such representations and warranties shall be ignored); and (iii) the Company has delivered to the Purchaser Parties a certificate of two senior officers of the Company certifying the foregoing and dated the Effective Date;

the Company has complied in all material respects with all of the covenants of the Company contained in this Agreement to be complied with by it at or prior to the Effective Time, and the Company has delivered to the Purchaser Parties a certificate of two senior officers of the Company (in their official capacity as such, and without personal liability) certifying the foregoing and dated the Effective Date;

the Material Foreign Antitrust and Investment Law Approvals have been received or obtained and are in full force and effect; and

since the date hereof, there has not been a Company Material Adverse Effect that remains continuing.

Additional Conditions Precedent to the Obligations of the Company

(i) each of the representations and warranties made by a Purchaser Party and set out in (A) Appendix D Sections 1 [Organization and Requisite Power of the Purchaser Parties], 2 [Organization and Requisite Power of Purchaser Material Subsidiaries], 3 [Corporate Authorizations] and 6 [Execution and Binding Obligation], are true and correct in all material respects as of the date of this Agreement and as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), and (B) Appendix D Sections 7(a) and 7(b) [Capitalization] (only in respect of the outstanding Purchaser Holdco Units, Sunoco Common Units and Sunoco Class C Units) are true and correct in all respects as of the date of this Agreement and as of the Effective Time as if made at such time (except for de

each Purchaser Party has complied in all material respects with all of the covenants contained in this Agreement to be complied with by it at or prior to the Effective Time, and the Purchaser Parties have delivered to the Company a certificate of two senior officers of each Purchaser Party (in their official capacities as such and without personal liability) certifying the foregoing and dated the Effective Date;

subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser has deposited or caused to be deposited with the Depositary in escrow the funds and Consideration Units required to be deposited in Section 2.8; and

since the date hereof, there has not been a Purchaser Material Adverse Effect that is continuing.

Satisfaction of Conditions

Term

Termination

This Agreement may be terminated prior to the Effective Time by:

the mutual written agreement of the Company and the Purchaser;

either the Company or the Purchaser if:

the Arrangement Resolution is not approved by the Company Shareholders at the Company Meeting in accordance with the Interim Order;

after the date of this Agreement, any Law (including in respect of the Key Regulatory Approvals) is enacted, made, enforced or amended, as applicable, that makes the completion of the Arrangement illegal or otherwise permanently prohibits or enjoins any Party from consummating the Arrangement and such Law has, if appealable, become final and non-appealable; provided that, a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(B):

in the case of termination by the Company, if the enactment, making, enforcement or amendment of such Law has been primarily caused by, or is a result of, the failure of the Company to perform any of its covenants or agreements under this Agreement, and provided further that the Company has used commercially reasonable efforts to, as applicable, prevent, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

in the case of termination by the Purchaser, if the enactment, making, enforcement or amendment of such Law has been primarily caused by, or is a result of, the failure of any of the Purchaser Parties to perform any of its covenants or agreements under this Agreement, and provided further that the Purchaser Parties have used commercially reasonable efforts or, in respect of the Regulatory Approvals and Key Regulatory Approvals, reasonable best efforts, to, as applicable, prevent, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(C) if the failure of the Effective Time to so occur has been caused by, or is a result of:

in the case of termination by the Company, a breach by the Company of any of its representations or warranties or the failure of the Company to perform any of its covenants or agreements under this Agreement; or

in the case of termination by the Purchaser, a breach by any of the Purchaser Parties of any of its representations or warranties or the failure of any of the Purchaser Parties to perform any of its covenants or agreements under this Agreement;

the Company if:

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any of the Purchaser Parties under this Agreement, occurs that would cause any condition in Section 6.3(a) or Section 6.3(b), including failure to fund the Cash Consideration or deposit the Consideration Units by the Purchaser, not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.9; provided that the Company is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied; or

prior to the approval of the Arrangement Resolution, the Company Board authorizes the Company to enter into a definitive written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4, provided the Company is then in compliance with Article 5 in all material respects and that prior to or concurrently with such termination the Company pays the Purchaser Termination Fee in accordance with Section 8.1.

the Purchaser if:

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.9; provided that none of the Purchaser Parties is then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied;

other than a Specified Change in Recommendation, prior to the approval of the Arrangement Resolution by the Company Shareholders:

the Company Board fails to recommend or withdraws, amends, modifies or, in a manner adverse to the Purchaser Parties, qualifies, or publicly proposes or states an intention to withdraw, amend, modify or, in a manner adverse to the Purchaser Parties, qualify, the Company Board Recommendation;

the Company Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Company Meeting, if sooner);

the Company Board fails to publicly recommend or reaffirm the Company Board Recommendation by news release within five Business Days after having been requested in writing by the Purchaser, if an Acquisition Proposal has been received by the Company and is outstanding or if otherwise reasonably requested (or in the event the Company Meeting is scheduled to occur within such five (5) Business Day period, prior to the earlier of the third (3^rd) Business Day prior to the date of the Company Meeting and the next Business Day), (each of the cases set forth in Sections (I), (II) and (III) of this Section 7.2(a)(iv)(B), being a “Company Change in Recommendation”); or

a material breach by the Company of the obligations set out in Article 5 occurs prior to the approval of the Arrangement Resolution by the Company Shareholders, or a wilful breach by the Company of the obligations set out in Section 2.2, Section 2.4(b)(i), Section 2.5, Section 2.6 or Section 2.14 occurs.

The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i)) shall deliver written notice of such termination to the other Parties specifying in reasonable detail the basis for such Party’s exercise of its termination right.

Effect of Termination

this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder or Representative of such Party) to the other Parties to this Agreement, except that: (i) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.4(a)(i) [Covenant to Comply with Plan of Arrangement], Section 4.10 [Insurance and Indemnification], Section 4.11(b) [Transaction Personal Information], Section 4.11(c) [Transaction Personal Information], Section 4.12[Employee Matters], Section 4.14(f) [Financing Assistance Identification] and Section 4.18 [Purchaser Parties Organizational Matters] shall survive such termination; and (ii) in the event of termination under Section 7.2, Section 2.3(e) [Purchaser Parties Misrepresentation in Circular], Section 2.3(f) [Company Misrepresentation in Circular], Section 4.7(b) [Confidentiality], Section 4.16(d) [Pre-Closing Reorganization Reimbursement], this Section 7.3, Article 8 and Article 9 and all related definitions set forth in Section 1.1 shall survive;

no Party shall be relieved of any liability for any wilful breach by it of this Agreement or damages arising as a result of its fraud; and

the Parties acknowledge and agree that liabilities and damages in the case of a breach of this Agreement by the Purchaser Parties would include the benefit of the transactions lost by the Company Shareholders, taking into consideration all relevant matters, including lost bargain and shareholder premium, other combination opportunities and the time value of money, which shall be deemed in such event to be damages payable by the Purchaser Parties.

Purchaser Termination Fee

If a Purchaser Damages Event occurs, the Company shall pay to, or to the order of, the Purchaser Holdco, the Purchaser Termination Fee in accordance with Section 8.1(b). For the purposes of this Agreement, “Purchaser Termination Fee” means $275,000,000 and “Purchaser Damages Event” means the termination of this Agreement:

by the Company, pursuant to Section 7.2(a)(iii)(B) [Superior Proposal];

by the Purchaser, pursuant to Section 7.2(a)(iv)(B) [Company Change in Recommendation];

by the Purchaser pursuant to Section 7.2(a)(iv)(C) [Material Breach of Non-Solicit; Wilful Breach of Interim Order, Meeting, Final Order or Alternate Transaction Structure Covenants];

by the Company or the Purchaser pursuant to Section 7.2(a)(ii)(A) [No Shareholder Approval] or Section 7.2(a)(ii)(C) [Occurrence of Outside Date] but only if:

prior to such termination, a bona fide Acquisition Proposal is publicly made or publicly announced by any Person (other than the Purchaser Parties, any of their respective affiliates or any Representative of the foregoing) prior to the Company Meeting and such Acquisition Proposal has not been withdrawn at least five (5) Business Days prior to the Company Meeting; and

within twelve (12) months following the date of such termination, (i) any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above and, for greater certainty, not including any confidentiality agreement permitted by and in accordance with Section 5.3) is consummated or effected, or (ii) the Company enters into a written definitive agreement providing for the consummation of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated or effected,

provided that, for the purposes of this Section 8.1(a)(v), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50% or more”.

Any Purchaser Termination Fee shall be paid by the Company to the Purchaser Holdco (or as the Purchaser Holdco may direct by notice in writing) as follows, by wire transfer in immediately available funds to an account designated by the Purchaser:

if a Purchaser Damages Event occurs due to a termination of this Agreement described in Section 8.1(a)(i), concurrently with such termination;

if a Purchaser Damages Event occurs due to a termination of this Agreement described in Section 8.1(a)(ii) or Section 8.1(a)(iii), within two Business Days of the occurrence of such Purchaser Damages Event; and

if a Purchaser Damages Event occurs due to a termination of this Agreement described in Section 8.1(a)(iv), upon the consummation of the Acquisition Proposal referred to in Section 8.1(a)(iv).

In addition to the rights of the Purchaser under Section 8.2(b), if this Agreement is terminated by the Company or the Purchaser, including pursuant to Section 7.2(a)(ii)(A) [Arrangement Resolution Not Approved], the Company shall reimburse the Purchaser for all out-of-pocket costs and expenses (including legal and other advisor fees and filing fees for the Key Regulatory Approvals) incurred by the Purchaser Parties and any of their respective affiliates in connection with or related to the preparation, negotiation, execution and performance of all other matters related to the Arrangement and the other transactions contemplated by this Agreement (the “Purchaser Reimbursement Payment”) by wire transfer in immediately available fund to an account designated by the Purchaser no later than two (2) Business Days after the date of such termination; provided that in no event shall the Company be required to pay, pursuant to Section 8.2(b), on the one hand, and this Section 8.2(d), in the aggregate, an amount in excess of the Purchaser Termination Fee. In no event shall the Company be required to pay under this Section 8.1 more than one Purchaser Termination Fee.

Subject to Section 7.3(b) and the Purchaser Parties’ right to seek equitable remedies under Section 9.5, if a Purchaser Damages Event occurs and the Company pays the Purchaser Termination Fee to the Purchaser, then the payment of the Purchaser Termination Fee will be deemed to be liquidated damages for and will be the sole and exclusive remedy of the Purchaser Parties and any other Person against the Company for any and all losses or damages suffered or incurred in connection with this Agreement, the transactions contemplated by this Agreement, the termination of this Agreement and any matter forming the basis for termination of this Agreement, and none of the Purchaser Parties nor any

Company Termination Fee

If a Company Damages Event occurs, Sunoco shall pay to, or to the order of, the Company, the Company Termination Fee in accordance with Section 8.2(b). For the purposes of this Agreement, “Company Termination Fee” means $275,000,000 and “Company Damages Event” means the termination of this Agreement by the Company or the Purchaser pursuant to Section 7.2(a)(ii)(C) [Outside Date] if both (i) either the conditions in Section 6.1(d) (Key Regulatory Approvals) or 6.2(c) (Material Foreign Antitrust and Investment Laws Approvals) have not been waived or satisfied other than, in each case, where one or more of the Investment Canada Act Approval, the Heritage Approval or the Canada Transportation Act Approval have not been obtained, and (ii) if all other conditions in Sections 6.1 and 6.2 (other than those that by their nature are only capable of being satisfied at the Effective Time) have been satisfied or waived.

Any Company Termination Fee shall be paid by Sunoco to the Company (or as the Company may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Company within two Business Days of the occurrence of Company Damages Event.

In no event shall Sunoco be required to pay under this Section 8.2 more than one Company Termination Fee.

Subject to Section 7.3(b) and the Company’s right to seek equitable remedies relief under Section 9.5, if a Company Damages Event occurs and the Purchaser pays the Company Termination Fee to the Company, then the payment of the Company Termination Fee will be deemed to be liquidated damages for and will be the sole and exclusive remedy of the Company and any other Person against the Purchaser Parties and the Debt Financing Sources for any and all losses or damages suffered or incurred in connection with this Agreement, the transactions contemplated by this Agreement, the termination of this Agreement and any matter forming the basis for termination of this Agreement, and neither the Company nor any other Person will be entitled to bring or maintain any other claim, action or proceeding against the Purchaser Parties or the Debt Financing Parties arising out of this Agreement, any of the transactions contemplated by this Agreement, the termination of this Agreement or any matters forming the basis for termination of this Agreement. The Parties agree that the provisions in this Agreement relating to payment of the Company Termination Fee are an integral part of the transactions contemplated by this Agreement and that, without these provisions, the Parties would not enter into this Agreement. The Purchaser Parties irrevocably waive any right they may have to raise as a defence that the Company Termination Fee is excessive or punitive.

Notices

to the Purchaser Parties at:

to the Company at:

Entire Agreement

No Liability

Sunoco Guarantee

Injunctive Relief

Amendments

Subject to 4.15, this Agreement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by written agreement of the Parties, without further notice to or authorization on the part of the Company Shareholders, and any such amendment may, subject to the Interim Order, the Final Order and applicable Law, without limitation:

change the time for performance of any of the obligations or acts of the Parties;

modify or waive any inaccuracy of any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

modify or waive compliance with any mutual conditions contained in this Agreement.

Waiver

Severability

Assignments

This Agreement will become effective when executed by the Parties and thereafter will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

Neither this Agreement nor any of the rights, duties or obligations under this Agreement are assignable or transferable by a Party without the prior written consent of the other Parties. Any attempt to assign any of the rights, duties or obligations in this Agreement without such written consent is void.

Third Party Beneficiaries

Nothing contained in this Agreement, express or implied, is intended to or shall confer on any other Person, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement other than: (i) the rights specified in this Section 9.10; (ii) the rights of the Company to pursue claims for damages and other relief on behalf of Company Shareholders for the Purchaser’s breach of the terms of this Agreement; and (iii) after the Effective Date, the rights of Company Shareholders and Company Incentive Holders to receive the Consideration; provided however that the rights granted pursuant to clause (ii) shall be enforceable on behalf of Company Shareholders only by the Company in its sole and absolute discretion, it being understood and agreed that any and all interest in such claims shall attach to the Company Shares and subsequently trade and transfer therewith and, consequently, damages recovered or received by the Company with respect to such claims (net of expenses incurred by the Company in connection therewith) may, in the Company’s sole and absolute discretion, be (A) distributed, in whole or in part, by the Company to the Company Shareholders as of any record date determined by the Company which determination may be made by the Company as of any date or (B) retained by the Company for use and benefit of the Company on behalf of the Company Shareholders in any manner the Company deems fit. To the extent necessary to give effect to clauses (ii) and (iii), the Purchaser agrees that all of its covenants, representations and warranties are in favour of the Company in its own right and as agent and trustee for the Company Shareholders, but without any fiduciary obligations on the Company in relation thereto.

Sections 2.3(e), 2.3(f), 4.10, 4.11(c), 4.14(f) and 4.16(d) shall survive the consummation of the Arrangement and are intended to be for the benefit of, and shall be enforceable by, each of the individuals specified in Sections 2.3(e), 2.3(f), 4.10, 4.11(c), 4.14(f) and 4.16(d), respectively, (or in the case of Section 4.14(f), the Company’s Subsidiaries and Representatives) and their successors, assigns, heirs, executors, administrators and personal representatives and shall be binding on the Company and its successors and assigns and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf of the individuals (or the Company’s Subsidiaries or Representatives) specified in Sections 2.3(e), 2.3(f), 4.10, 4.11(c), 4.14(f) and 4.16(d), respectively; provided, however, that no approval of any beneficiary of such trust will be required in connection with any amendment or variation of any of those Sections prior to the Effective Date.

The provisions of Section 4.12(a) shall survive the consummation of the Arrangement and are intended to be for the benefit of, and shall be enforceable by the Non-Continuing Company Individuals immediately after the consummation of the Arrangement and their heirs, executors, administrators and personal representatives and shall be binding on the Company and its successors and assigns and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf of the Non-Continuing Company Individuals; provided, however, that no approval of any beneficiary of such trust will be required in connection with any amendment or variation of Section 4.12(a) prior to the Effective Date. The provisions of Section 4.12(a) are in addition to, and not in substitution for, any other rights that such Persons may have by Contract or otherwise.

The Parties hereby agree that:

the Debt Financing Sources are express third party beneficiaries of Sections 4.15, 8.2(d), 9.10(a)and this Section 9.10(d)(i) and shall be entitled to rely on and enforce Sections 4.15, 8.2(d), 9.10(a) and this Section 9.10(d)(i); and

the directors and officers referred to in Section 9.3 are express third party beneficiaries of Section 9.3 and shall be entitled to rely on and enforce Section 9.3.

Time of the Essence

Expenses

Further Assurances

Counterparts and Electronic Delivery

In this Plan of Arrangement, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“ABCA” means the Business Corporations Act (Alberta);

“Arrangement” means the arrangement under Section 193 of the ABCA on the terms set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement and Article 7, in accordance with the terms of the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser Parties, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated May 4, 2025 among Sunoco, the Purchaser, Purchaser Holdco and the Company with respect to the Arrangement, including the appendixes attached to it or otherwise forming part of it, all as the same may be amended, restated, replaced or supplemented from time to time;

“Arrangement Resolution” means the special resolution of the Company Shareholders approving the Arrangement considered and voted on at the Company Meeting, substantially in the form set out in Appendix B to the Arrangement Agreement;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement required by Section 193(4.1) of the ABCA to be sent to the Registrar after the Final Order is made, which shall include this Plan of Arrangement;

“Available Cash Election Amount” means, expressed in dollars, an amount equal to the greater of zero, and the Cash Maximum less:

the aggregate amount of Cash Consideration payable to Combination Electing Shareholders, and

the aggregate amount of Cash Consideration that would be payable to Dissenting Shareholders if each Dissenting Shareholder were a Cash Electing Shareholder;

“Available Unit Election Number” means the Unit Maximum less the aggregate number of Consideration Units issuable to Combination Electing Shareholders;

“Business Day” means a day on which commercial banks are open for business in Calgary, Dallas and New York but excludes:

a Saturday, Sunday or any other statutory or civic holiday in Calgary, Dallas or New York; and

any such day on which commercial banks are generally required or authorized to be closed in Calgary, Dallas or New York;

“Cash Consideration” means the consideration in the form of cash to be paid for Company Shares (other than to Dissenting Shareholders) pursuant to this Plan of Arrangement;

“Cash Elected Consideration” means an amount in cash equal to the quotient obtained by dividing $19.80 by 45%;

“Cash Electing Shareholder” means a Company Shareholder (for certainty, other than a Dissenting Shareholder) who has duly and properly elected, in a Filed Letter of Transmittal and Election Form, to receive the Cash Elected Consideration in respect of their Company Shares;

“Cash Election Amount” means the aggregate amount of Cash Consideration that would be payable to Cash Electing Shareholders before giving effect to Section 3.2;

“Cash Maximum” means an amount in dollars equal to the product obtained by multiplying the number of Company Shares issued and outstanding immediately prior to the Effective Time by $19.80, determined without reference to cash deliverable in lieu of fractional Unit Consideration as set forth in Section 5.9;

“Certificate of Arrangement” means the certificate to be issued by the Registrar pursuant to section 193(11) of the ABCA upon receipt of the Articles of Arrangement;

“Combination Elected Consideration” means: (i) $19.80 in cash; and (ii) 0.295 Consideration Units;

“Combination Electing Shareholder” means a Company Shareholder who has duly and properly elected, or has been deemed to have so elected, in a Filed Letter of Transmittal and Election Form, to receive the Combination Elected Consideration in respect of their Company Shares;

“Company” means Parkland Corporation, a corporation existing under the laws of Alberta;

“Company Board” means the board of directors of the Company, as constituted from time to time;

“Company DSU Holders” means holders of Company DSUs;

“Company DSU Plan” means the deferred share unit plan of the Company effective as of January 1, 2011, as amended most recently on August 5, 2022;

“Company DSUs” means the deferred share units granted pursuant to the Company DSU Plan and includes any fractional deferred share unit;

“Company Incentive Holders” means the holders of Company Incentives;

“Company Incentive Plans” means, collectively, the Company DSU Plan, the Company RSU Plan and the Company Stock Option Plan;

“Company Incentives” means, collectively, the Company DSUs, the Company RSUs and the Company Stock Options;

“Company ITM Stock Options” means those unexercised Company Stock Options with an exercise price per Company Share that is less than the Fair Market Value;

“Company Meeting” means the special meeting (or annual and special, as applicable) of the Company Shareholders including any adjournment or postponement of such meeting called and held to secure approval of the Arrangement Resolution;

“Company Optionholders” means holders of Company Stock Options;

“Company OTM Stock Options” means those unexercised Company Stock Options with an exercise price per Company Share that is equal to or greater than the Fair Market Value;

“Company RSU Holders” means holders of Company RSUs;

“Company RSU Plan” means the amended and restated restricted share unit plan of the Company, effective as of December 31, 2010, as amended most recently on November 1, 2023;

“Company RSUs” means the vested and unvested restricted share units granted pursuant to the Company RSU Plan, and includes any fractional restricted share unit and any restricted share units that are subject to performance vesting conditions;

“Company Securityholders” means, collectively, the Company Shareholders and the Company Incentive Holders;

“Company Shareholder Rights Plan” means the Restated Shareholder Rights Plan Agreement between the Company and Computershare Trust Company of Canada as rights agent dated as of May 4, 2023;

“Company Shareholders” means the registered or beneficial holders of Company Shares, as the context requires;

“Company Shares” means common shares in the capital of the Company;

“Company Stock Option Plan” means the amended and restated stock option plan of the Company, effective as of December 31, 2010, as amended most recently on November 1, 2023;

“Company Stock Options” means the outstanding options to purchase Company Shares granted under the Company Stock Option Plan;

“Consideration” means the consideration to be paid and received pursuant to the Arrangement in respect of each Company Share that is transferred to the Purchaser, consisting of Cash Consideration and/or Unit Consideration;

“Consideration Units” means common units representing limited liability company interests in Purchaser Holdco;

“Court” means the Court of King’s Bench of Alberta in Calgary, Alberta;

“Depositary” means Computershare Trust Company of Canada, as depositary, or any other bank, trust company or financial institution, as may be agreed to in writing by the Company and the Purchaser;

“Dissent Rights” means the right of a registered Company Shareholder to dissent with respect to the Arrangement Resolution and to be paid by the Company the fair value of the Company Shares in respect of which the Company Shareholder dissents, granted pursuant to the Interim Order, all in accordance with section 191 of the ABCA (as modified by the Interim Order), the Interim Order and Article 4;

“Dissenting Shareholder” means a registered Company Shareholder who validly exercises its Dissent Rights with respect to the Arrangement Resolution in strict compliance with section 191 of the ABCA, the Interim Order and Article 4, and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as of the Effective Time;

“Effective Date” means the date upon which the Arrangement becomes effective, being the date shown on the Certificate of Arrangement;

“Effective Time” means the time at which the Arrangement becomes effective on the Effective Date pursuant to the ABCA;

“Election Deadline” means 5:00 p.m. (Calgary time) on the election deadline, which date shall be (i) agreed by the Parties, each acting reasonably, (ii) announced by the Company by means of a news release at least two (2) Business Days before such date, and (iii) not less than ten (10) Business Days before the Effective Date;

“Fair Market Value” means the volume weighted average trading price for the Company Shares on the Toronto Stock Exchange for the five trading days on which the Company Shares traded immediately preceding the Business Day prior to the Effective Date;

“Filed Letter of Transmittal and Election Form” means a duly and properly completed Letter of Transmittal and Election Form deposited with the Depositary on or before the Election Deadline by a Company Shareholder, accompanied by the certificate(s) representing such holder’s Company Shares;

“Final Order” means the final order of the Court approving the Arrangement, as such final order may be amended by the Court prior to the Effective Time, provided that any such amendment is acceptable to both the Company and the Purchaser Parties, each acting reasonably, or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Purchaser Parties and the Company, each acting reasonably) on appeal;

“Governmental Authority” means:

the government of Canada or any other nation, or any political subdivision thereof, whether provincial, territorial, state, regional, municipal or local;

any department, agency, authority, instrumentality, regulatory body, central bank, court, commission, board, tribunal, bureau, or other entity exercising executive, legislative, regulatory, judicial or administrative powers or functions under, or for the account of, any of the foregoing; and

any stock exchange.

“In-the-Money Value”:

in the case of a Company Stock Option, means the amount, if any, by which the Fair Market Value exceeds the exercise price of such Company Stock Option;

in the case of a Company RSU, means the Fair Market Value; and

in the case of a Company DSU, means the Fair Market Value;

“Interim Order” means the interim order of the Court, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court, provided that any such amendment is acceptable to both the Company and the Purchaser Parties, each acting reasonably;

“Law” means, with respect to any Person, any and all applicable law, including the common law, constitution, treaty, convention, ordinance, code, rule, instrument, regulation, Order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, standards, practices, guidelines and protocols of any Governmental Authority, including, as applicable, the rules and requirements of any stock exchange.

“Letter of Transmittal and Election Form” means the letter of transmittal and election form sent by the Company to Company Shareholders to surrender the certificates representing their Company Shares and to elect to receive, on completion of the Arrangement, Cash Elected Consideration, Unit Elected Consideration, or Combination Elected Consideration, in exchange for their Company Shares;

“Liens” means:

any mortgage, charge, pledge, hypothec, security interest, assignment, Lien (statutory or otherwise), privilege, easement, servitude, pre-emptive right or right of first refusal, ownership or title retention agreement, restrictive covenant or conditional sale agreement or option, imperfections of title or encroachments relating to real property; and

any other encumbrance of any nature or any arrangement or condition which, in substance, secures payment or performance of an obligation.

“Parties” means the Company, the Purchaser, Purchaser Holdco, and Sunoco; and “Party” means any one of them, as the context requires;

“Person” means a natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, corporation or company (with or without share capital), limited liability company, stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority;

“Plan of Arrangement” means this plan of arrangement under section 193 of the ABCA, and any amendments or variations made in accordance with the Arrangement Agreement or Article 7 or made at the direction of the Court in the Interim Order or the Final Order, and acceptable to the Parties, each acting reasonably;

“Purchaser” means ▇▇▇▇▇▇▇ Alberta Ltd., a corporation existing under the laws of Alberta;