X0306 4 2015-07-01 0 0001538849 CrossAmerica Partners LP CAPL 0001562039 CST Brands, Inc. ONE VALERO WAY, BLDG D, SUITE 200 SAN ANTONIO TX 78249 0 0 1 0 Common Units 2015-07-01 4 J 0 3641306 32.8385 A 5139252 I See Footnote On July 1, 2015, pursuant to (a) a Fuel Supply Contribution Agreement among the Issuer, CST and CST Services LLC ("CST Services"), a direct wholly owned subsidiary of CST USA Inc. ("CST USA"), which is a direct wholly owned subsidiary of CST, the Issuer acquired a 12.5% limited partner interest in CST Fuel Supply LP ("CST Fuel"), an indirect wholly owned subsidiary of CST, from CST Services in exchange for the issuance of 3,303,208 newly issued Common Units of the Issuer issued at a price of $32.8385 per Common Unit (see Footnote 2 below) to CST Services, and (b) a Real Estate Contribution Agreement among the Issuer, CST, CST Diamond Holdings LLC, an indirect wholly owned subsidiary of CST, Big Diamond, LLC, an indirect wholly owned subsidiary of CST ("Big Diamond"), Skipper Beverage Company, LLC, an indirect wholly owned subsidiary of CST ("Skipper"), CST Shamrock Stations, Inc., an indirect wholly owned subsidiary of CST ("CST Shamrock"), (Continued from footnote 1) CST Arizona Stations, Inc., an indirect wholly owned subsidiary of CST ("CST Arizona"), Lehigh Gas Wholesale Services, Inc., an indirect wholly owned subsidiary of the Issuer, and certain indirect wholly owned real estate subsidiaries of CST that hold the real property associated with 29 New to Industry convenience stores ("NTI Entities"), the Issuer acquired 100% of the membership interests in the NTI Entities in exchange for the issuance of 338,098 newly issued Common Units of the Issuer issued at a price of $32.8385 per Common Unit (see footnote 2 below), to be issued as follows: (i) 322,145 Common Units issued to Big Diamond, (ii) 15,873 Common Units issued to Skipper, (iii) 40 Common Units issued to CST Shamrock and (iv) 40 Common Units issued to CST Arizona. The price of the acquired Common Units was determined using a 20-day trailing volume weighted average price ending on the trading day prior to the execution on June 15, 2015 of the Fuel Supply Contribution Agreement and the Real Estate Contribution Agreement that were approved by the independent conflicts committee of the board of directors of the general partner of the Issuer. On January 2, 2015, pursuant to a Contribution Agreement among the Issuer, CST and CST Services, the Issuer acquired a 5% limited partner interest in CST Fuel from CST Services in exchange for the issuance of 1,497,946 newly issued Common Units of the Issuer to CST Services. CST and CST USA are indirect beneficial owners of the Common Units held by CST Services, Big Diamond, Skipper, CST Shamrock and CST Arizona. /s/ Gerard J. Sonnier, Senior Vice President, General Counsel and Corporate Secretary 2015-07-06