Susser Holdings (SUSS)

Constituent Entities

Section 2.1. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Membership Units or any membership units of Merger LLC:

(a) Conversion of Membership Units of Merger LLC. All of the issued and outstanding common membership units of Merger LLC (“Merger LLC Units”) shall together be converted into and become an aggregate of 1,000 validly issued, fully paid and nonassessable common units of the Company.

(b) Conversion of Class A Units of the Company. Each Class A Unit of the Company issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.718339 validly issued, fully paid and nonassessable shares of common stock (the “Class A Exchange Ratio”), par value $0.01 per share, of Parent Corp. (“Parent Company Common Stock”). As of the Effective Time, all such Class A Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Class A Units shall cease to have any rights with respect thereto, except the right to receive the Parent Company Common Stock and cash in lieu of any fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to this Section 2.1(b), in each case to be issued or paid in consideration therefor upon surrender of such certificate representing Class A Units.

(c) Conversion of Class B Units of the Company. Each Class B Unit of the Company issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.130104 validly issued, fully paid and nonassessable

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shares of Parent Company Common Stock. As of the Effective Time, all such Class B Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Class B Units shall cease to have any rights with respect thereto, except the right to receive the Parent Company Common Stock and cash in lieu of any fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to this Section 2.1(c), in each case to be issued or paid in consideration therefor upon surrender of such certificate representing Class B Units.

(d) Company Options. Before the Closing Date, the Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors of Company administering the Stripes Holdings LLC Unit Option Plan) shall adopt such resolutions or take such other actions as may be required to effect the following:

(i) adjust the terms of all outstanding options to acquire Class A Units (each, a “Company Option“) granted under the Stripes Holdings LLC Unit Option Plan, as may have been amended from time to time (the “Company Option Plan“), whether vested or unvested, as necessary to provide that, at the Effective Time, each Company Option outstanding immediately prior to the Effective Time shall be amended and converted into options to acquire, on the same terms and conditions as were applicable under the corresponding Company Option (taking into account the terms of the Company Option Plan, the individual award agreement pursuant to which the Company Option was granted and any individual agreement providing for vesting of such Company Option upon a change in control of the Company), 0.718339 shares of Parent Company Common Stock for each Class A Unit for which such Company Option was exercisable, at a price per share equal to the exercise price per Class A Unit under the Company Option Plan, divided by the Class A Exchange Ratio (rounded to the nearest cent); and

(ii) make such other changes to the Company Option Plan as Parent Corp. and the Company may agree are appropriate to give effect to the Merger.

(e) Parent Company Common Stock. All shares of Parent Company Common Stock outstanding immediately prior to the Merger and owned by the Company shall be surrendered and cancelled and no longer remain outstanding for any purpose.

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Section 2.2. Stock Certificates in Parent Corp. Upon presentation by a holder of certificates representing the Company Membership Units for exchange, the holder of such certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Company Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.1, and (B) cash in lieu of any fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to Section 2.1(b) or 2.1(c), and the certificate so surrendered shall forthwith be canceled.

Section 2.3. No Further Ownership Rights in Company Membership Units. From and after the Effective Time, the shares of Parent Company Common Stock issued and paid as merger consideration to holders of Company Membership Units in accordance with this Agreement shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Company Membership Units, and the holders of such Company Membership Units shall have no further rights with respect to such interests except as provided herein or by applicable law. As a result of the effects described in this Article II, as of the Effective Time Parent Company will be the sole member or owner of any unit or membership interest in the Company (including any option to assume any such interest).

ARTICLE III

Constituent Entities

Section 2.1. Effect on Capital Stock. At the Effective Time, by virtue of the Secondary Merger and without any action on the part of the holder of any Company Common Stock or any Blocker Corp. Stock:

(a) Conversion of Blocker Corp. Stock. Each share of Blocker Corp. Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 34,800.66 validly issued, fully paid and nonassessable shares of Company Common Stock. As of the Effective Time, all such Blocker Corp. Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holder of a certificate which immediately prior to the Effective Time represented any such share of Blocker Corp. Stock shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock.

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(b) Company Common Stock. All shares of Company Common Stock outstanding immediately prior to the Secondary Merger and owned by Blocker Corp. shall be surrendered and cancelled and no longer remain outstanding for any purpose.

Section 2.2. Stock Certificates in the Company. Upon presentation by a holder of certificates representing Blocker Corp. Stock for exchange, the Company shall issue stock certificates to such holder in respect of the Company Common Stock to be issued to such holder pursuant to Section 2.1.

Section 2.3. No Further Ownership Rights in Blocker Corp. Stock. From and after the Effective Time, the shares of Company Common Stock issued and paid as merger consideration to holders of Blocker Corp. Stock in accordance with this Agreement shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Blocker Corp. Stock, and the holders of such Blocker Corp. Stock shall have no further rights with respect to such interests except as provided herein or by applicable law.

ARTICLE III

Representations and Warranties of Blocker Corp.

Blocker Corp. represents and warrants to the Company as follows:

Section 3.1 . Organization, Standing and Corporate Power.

(a) Blocker Corp. is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

Section 3.2. Authority; Noncontravention; Voting Requirements.

(a) Blocker Corp. has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Blocker Corp. Stockholder Approval, to perform its obligations hereunder and to consummate the Secondary Merger. The execution, delivery and performance by Blocker Corp. of this Agreement, and the consummation of the Secondary Merger, have been duly authorized and approved by its Board of Directors, and except for obtaining the Blocker Corp. Stockholder Approval for the adoption of this Agreement, no other corporate action on

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the part of Blocker Corp. is necessary to authorize the execution, delivery and performance by Blocker Corp. of this Agreement and the consummation by it of the Secondary Merger. This Agreement has been duly executed and delivered by Blocker Corp. and, assuming due authorization, execution and delivery hereof by the other party hereto, constitutes a legal, valid and binding obligation of Blocker Corp., enforceable against Blocker Corp. in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, Contribution, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) Neither the execution and delivery of this Agreement by Blocker Corp. nor the consummation by Blocker Corp. of the Secondary Merger, nor compliance by Blocker Corp. with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Blocker Corp. or (ii) violate any material law, judgment, writ or injunction of any governmental authority applicable to Blocker Corp. or any of its material properties or assets. Except for the Blocker Corp. Stockholder Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Blocker Corp. in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.