CST Brands, Inc.

CST Brands, Inc. – AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. (Effective as of June 28, 2017) (June 28th, 2017)

CST Brands, Inc. – Amended and Restated Certificate of Incorporation of Cst Brands, Inc. (June 28th, 2017)

SEVENTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as currently in effect or as the same may hereafter be amended. No amendment or repeal of this Article SEVENTH shall adversely affect any right or protection of a director that exists at the time of such amendment or repeal.

CST Brands, Inc. – Separation Agreement (February 28th, 2017)

This Separation Agreement (the "Agreement") is entered into between CST Brands, Inc. ("CST" or "Company") and _________________, __________________ of CST ("___________" or "Executive") effective as of the 1st day of March, 2016 (the "Effective Date").

CST Brands, Inc. – RESTRICTED STOCK UNIT AWARD AGREEMENT Employee Restricted Stock Unit Award (US) (February 28th, 2017)

This Restricted Stock Unit Award Agreement (this "RSU Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and /$ParticipantName$/, an Employee of the Company or one of its affiliates ("Participant"), who agree as follows:

CST Brands, Inc. – RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee Director Restricted Stock Unit Award (US) (February 28th, 2017)

This Restricted Stock Unit Award Agreement (this "RSU Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates ("Participant"), who agree as follows:

CST Brands, Inc. – AGREEMENT AND PLAN OF MERGER by and Among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. And CST BRANDS, INC. Dated as of August 21, 2016 (August 23rd, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2016 (this Agreement), among Circle K Stores Inc., a Texas corporation (Parent), Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (Merger Sub), and CST Brands, Inc., a Delaware corporation (the Company).

CST Brands, Inc. – Unconditional Guaranty (August 23rd, 2016)

THIS UNCONDITIONAL GUARANTY (this Guaranty) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (Guarantor), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (Beneficiary), having a notice address of One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.

CST Brands, Inc. – Unconditional Guaranty (August 23rd, 2016)

THIS UNCONDITIONAL GUARANTY (this Guaranty) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (Guarantor), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (Beneficiary), having a notice address of One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.

CST Brands, Inc. – Form of Market Share Units Award Agreement (August 5th, 2016)

This Agreement (including its Exhibits, the "Agreement") is made by and between CST Brands, Inc., a Delaware corporation (the "Company"), and____________________ (the "Participant") with an effective date of March ____, 2016 ("Date of Grant").

CST Brands, Inc. – ASSET PURCHASE AGREEMENT by and Among CST CALIFORNIA STATIONS, INC. And CST SERVICES LLC as Sellers, and 7-Eleven, INC. And SEI FUEL SERVICES, INC. As Buyers Dated as of May 3, 2016 (August 5th, 2016)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of May 3, 2016 (the "Effective Date") by and among CST California Stations, Inc., a Delaware corporation ("CST CA"), and CST Services LLC, a Delaware limited liability company ("CST Services" and, together with CST CA, referred to herein collectively as "Sellers" and each individually as "Seller"), 7-Eleven, Inc., a Texas corporation ("7-Eleven"), SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven ("SEI Fuel" and, together with 7-Eleven, referred to herein collectively as "Buyers") and, solely for the purposes of Section 11.23 of this Agreement, CST Brands, Inc., a Delaware corporation ("Guarantor").

CST Brands, Inc. – Cst Brands, Inc. Employee Stock Purchase Plan (April 28th, 2016)

The purpose of the CST Brands, Inc. Employee Stock Purchase Plan (the "Plan") is to provide an incentive for Eligible Employees to devote their best efforts to the success of CST Brands, Inc. (the "Company"), and to afford such employees an opportunity to obtain a proprietary interest in the continued growth and prosperity of the Company through ownership of its common stock. The Company intends that the Plan qualify as an "employee stock purchase plan" under Code Section 423 (including any amendments or replacements of such section), and all provisions of the Plan shall be construed in a manner consistent with the requirements of that Code Section.

CST Brands, Inc. – Settlement Agreement (March 8th, 2016)

This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this "Agreement") by and among CST Brands, Inc., a Delaware corporation (the "Company"), and the entities and natural persons listed on the signature page hereto (each, an "Investor" and collectively, the "Investors"). The Company and the Investors are referred to herein as the "Parties."

CST Brands, Inc. – Settlement Agreement (March 8th, 2016)

This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this "Agreement") by and among CST Brands, Inc., a Delaware corporation (the "Company"), and the entities and natural persons listed on the signature page hereto (each, an "Investor" and collectively, the "Investors"). The Company and the Investors are referred to herein as the "Parties."

CST Brands, Inc. – Amendment to Amended and Restated Omnibus Agreement (February 19th, 2016)

This Amendment to Amended and Restated Omnibus Agreement (the "Amendment") is entered into on, and effective as of, January 1, 2016 (the "Effective Date"), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the "MLP" or the "Partnership"), CrossAmerica GP LLC (formerly known as Lehigh Gas GP LLC), a Delaware limited liability company and the general partner of the MLP (the "General Partner"), Dunne Manning Inc. (formerly known as Lehigh Gas Corporation), a Delaware corporation ("LGC"), CST Services, LLC, a Delaware limited liability company ("CST"), and, for purposes of Article X of the Agreement only, Dunne Manning Stores, LLC (formerly known as Lehigh Gas-Ohio, LLC), a Delaware limited liability company ("LGO"), and, for purposes of Section 2.5, Article X and Article XI of the Agreement only, Joseph V. Topper, Jr. ("Topper"). The above-named entities are sometimes referred to in this Agreement each as a "Party" an

CST Brands, Inc. – STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among CST BRANDS, INC. ("Buyer"), THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. ("Sellers"), Solely for Purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED HEREIN), And, Solely for Purposes of Section 4.4 and Section 4.12, JAMES C. JONES III AND PATRICK C. JONES November 24, 2015 (February 19th, 2016)

THIS STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of November 24, 2015, by and among (i) CST Brands, Inc., a Delaware corporation ("Buyer"); (ii) The Jones Company, a Georgia corporation ("Jones Company"), Patagonia Partners, LLC, a Georgia limited liability company ("Patagonia"), and James A. Walker, Jr. ("Walker," and together with Patagonia and the Jones Company, "Sellers" and each individually a "Seller"); (iii) solely for purposes of Section 4.12 and Section 9.13, Flash Foods, Inc., a Georgia corporation, Fuel South, Inc., a Georgia corporation, Fuel South Express, Inc., a Georgia corporation, Bacon Grocery Company, Inc., a Georgia corporation, Cowford Holdings, LLC, a Georgia limited liability company ("Cowford"), and Kemp Ridge Holdings, LLC, a Georgia limited liability company (collectively the "Companies" and each a "Company"); and (iv) solely for purposes of Section 4.4 and Section 4.12, James C. Jones III and Patrick C. Jones (collectively "

CST Brands, Inc. – FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US) (February 19th, 2016)

This Award Agreement (this "Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates ("Participant"), who agree as follows:

CST Brands, Inc. – Fourth Amendment to Credit Agreement (February 4th, 2016)

This FOURTH AMENDMENT, dated as of January 29, 2016 (this "Amendment"), amends that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013, the Second Amendment dated as of September 30, 2014 and the Third Amendment dated as of December 5, 2014, and as further amended, supplemented, restated, or otherwise modified from time to time, the "Credit Agreement"), among CST BRANDS, INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time party thereto (the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), and the other agents named therein. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

CST Brands, Inc. – Employee Stock Purchase Plan (November 30th, 2015)

CST Brands, Inc. – AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (Canada) (May 8th, 2015)

This Award Agreement (this "Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and //, a Non-Employee Director of the Company or one of its affiliates ("Participant"), who agree as follows:

CST Brands, Inc. – AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Award (May 8th, 2015)

This Award Agreement (this "Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and //, a Non-Employee Director of the Company or one of its affiliates ("Participant"), who agree as follows:

CST Brands, Inc. – Contract (February 27th, 2015)

Fifth Supplemental Indenture (this "Supplemental Indenture"), dated as of November 26, 2014, among CST Arizona, LLC, a Delaware limited liability company ("CST Arizona"), CST Louisiana, LLC, a Delaware limited liability company ("CST Louisiana"), CST Stations Texas, LLC, a Delaware limited liability company ("CST Stations"), N2I One, LLC, a Delaware limited liability company ("N2I One"), N2I Two, LLC, a Delaware limited liability company ("N2I Two"), and CST Management, Inc., a Delaware corporation ("CST Management" and, together with CST Arizona, CST Louisiana, CST Stations, N2I One and N2I Two, the "Guaranteeing Subsidiaries"), each a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the "Existing Guarantors") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

CST Brands, Inc. – Contribution Agreement (February 27th, 2015)

This Contribution Agreement (this "Agreement"), dated as of December 16, 2014 (the "Execution Date"), is entered into by and among CST Brands, Inc. ("CST"), a Delaware corporation, CST Services LLC ("CST Services"), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware limited partnership ("CAPL"). Each of CST, CST Services and CAPL is a "Party" and, collectively, are the "Parties."

CST Brands, Inc. – Contract (February 27th, 2015)

Second Supplemental Indenture (this "Supplemental Indenture"), dated as of August 29, 2014, among CST Real Estate Holdings, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary"), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the "Existing Guarantors") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

CST Brands, Inc. – Contract (February 27th, 2015)

Sixth Supplemental Indenture (this "Supplemental Indenture"), dated as of January 1, 2015, among CST Fuel Supply LP, a Delaware limited partnership (the "Guaranteeing Subsidiary"), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the "Existing Guarantors") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

CST Brands, Inc. – First Amendment (February 27th, 2015)

FIRST AMENDMENT, dated as of May 1, 2013 (this "Amendment"), to the Credit Agreement dated as of March 20, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the "Credit Agreement"), among CST BRANDS, INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the other agents named therein. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

CST Brands, Inc. – Contract (February 27th, 2015)

Fourth Supplemental Indenture (this "Supplemental Indenture"), dated as of October 28, 2014, among CAPL Operations I, LLC, a Delaware limited liability company ("CAPL Operations"), and CAPL Holding, Inc., a Delaware corporation ("CAPL Holding" and, together with CAPL Operations, the "Guaranteeing Subsidiaries"), each a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the "Existing Guarantors") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

CST Brands, Inc. – Third Amendment to Credit Agreement (February 27th, 2015)

CST Brands, Inc. – Contract (February 27th, 2015)

Third Supplemental Indenture (this "Supplemental Indenture"), dated as of October 6, 2014, among CST Brands Holdings, LLC, a Delaware limited liability company ("Holdings LLC"), and CST Brands Holdings, Inc., a Delaware corporation ("Holdings Inc." and, together with Holdings LLC, the "Guaranteeing Subsidiaries"), each a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the existing Guarantors (as defined in the Indenture referred to herein) (the "Existing Guarantors") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

CST Brands, Inc. – GP PURCHASE AGREEMENT by and Among LEHIGH Gas Corporation, as Seller, CST GP, LLC, as GP Buyer, and CST BRANDS, INC. Dated as of August 6, 2014 (November 12th, 2014)

This GP PURCHASE AGREEMENT (this "Agreement"), dated as of August 6, 2014 (the "Execution Date"), is entered into by and among Lehigh Gas Corporation, a Delaware corporation ("LGC"), CST GP, LLC, a Delaware limited liability company ("GP Buyer"), and CST Brands, Inc., a Delaware corporation ("CST"). LGC, GP Buyer and CST are referred to collectively in this Agreement as the "Parties" and each individually as a "Party." Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article X or elsewhere in this Agreement.

CST Brands, Inc. – IDR PURCHASE AGREEMENT by and Among the 2004 Irrevocable Agreement of Trust of Joseph v. Topper, SR., and the 2008 Irrevocable Agreement of Trust of John B. Reilly, JR., as IDR Sellers, CST BRANDS Holdings, LLC, as IDR Buyer, and CST BRANDS, INC. (November 12th, 2014)

This IDR PURCHASE AGREEMENT (this "Agreement"), dated as of August 6, 2014 (the "Execution Date"), is entered into by and among the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the "Topper Trust"), the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr. (the "Reilly Trust" and together with the Topper Trust, the "IDR Sellers"), CST Brands Holdings, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of CST ("IDR Buyer"), and CST Brands, Inc., a Delaware corporation ("CST"). The IDR Sellers, IDR Buyer and CST are referred to collectively in this Agreement as the "Parties" and each individually as a "Party." Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Article IX or elsewhere in this Agreement.

CST Brands, Inc. – Registration Rights Agreement (October 3rd, 2014)

This Registration Rights Agreement (this "Agreement"), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation ("CST"), the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the "Topper Trust") and the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr. ("Reilly Trust," and, together with the Topper Trust, the "Trusts"). CST and the Trusts are each referred to individually herein as a "Party" and collectively herein as the "Parties." Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Section 1.1 or elsewhere in this Agreement.

CST Brands, Inc. – Second Amendment to Credit Agreement and Amendment to Guarantee and Collateral Agreement (October 3rd, 2014)

This SECOND AMENDMENT, dated as of September 30, 2014 (this "Amendment"), amends (i) that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 and as further amended, supplemented, restated, or otherwise modified from time to time, the "Credit Agreement"), among CST BRANDS, INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time party thereto (the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), and the other agents named therein and (ii) that certain Guarantee and Collateral Agreement dated as of May 1, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the "Guarantee and Collateral Agreement") among the Borrower, the Subsidiaries of the Borrower from time to time party thereto and the Administrative Agent. Capitalized terms used but not defined herein have the meanings

CST Brands, Inc. – Cst Brands, Inc. Indemnification Agreement (September 16th, 2014)

This Indemnification Agreement ("Agreement") is executed to be effective as of __________, 20__ by and between CST Brands, Inc., a Delaware corporation (the "Company"), and ______________________ ("Indemnitee").

CST Brands, Inc. – AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan (September 16th, 2014)

This Award Agreement (this "Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and [___________], an Employee of the Company or one of its affiliates ("Participant"), who agree as follows:

CST Brands, Inc. – Separation Agreement (September 16th, 2014)

This Separation Agreement (the "Agreement") is entered into between CST Brands, Inc. ("CST" or "Company") and [Name], the [Position] of CST ("[Mr.][Ms.] " or "Executive") on this ____day of __________, 2014 (the "Effective Date").