NCG080716_Name-Owner Change Supporting Info_20210920

DocuSign Envelope ID: 81351 D514-EOEB-495C-AO7D-39FC962C377F
FINAL
ASSIGNMENT OF MEMBERSHIP INTERESTS
This Assignment of Membership Interests (this "Assignment"), dated as of June 18, 2021
(the "Effective Date"), is entered into by and between Speedway LLC, a Delaware limited liability
company ("Assignor"), and Pilot Travel Centers LLC, a Delaware limited liability company
("Assignee"). Each of Assignor and Assignee is sometimes referred to herein as a "Party" and are
collectively referred to as the "Parties."
RECITALS
WHEREAS, the Parties are party to the Amended and Restated Limited Liability Company
Agreement, dated as of October 31, 2016 (the "LLC Agreement"), of PFJ Southeast LLC, a
Delaware limited liability company (the "Company"), and that certain Membership Interest
Purchase Agreement, dated of even date herewith (the "Purchase Agreement"), pursuant to which
Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor,
Assignor's twenty-nine percent (29%) Percentage Interest (as defined in the LLC Agreement) in
the Company (such Percentage Interest, the "Membership Interests"); and
WHEREAS, Assignor desires to assign to Assignee all right, title and interest in and to the
Membership Interests, together with all rights derived therefrom or attributable thereto and
otherwise held by Assignor in and as to the Company, except as expressly provided in the Purchase
Agreement (collectively, the "Acquired Interests"), and Assignee desires to accept such
assignment.
NOW, THEREFORE, in consideration of the foregoing, and for such other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
AGREEMENTS
Section 1. Assignment and Assumption. Assignor does hereby irrevocably
SELL, ASSIGN, CONVEY, TRANSFER AND DELIVER to Assignee all right, title, and interest
in, to, of and under the Acquired Interests, and Assignee hereby accepts such sale and assignment
and hereby assumes all obligations arising or accruing from and after the Effective Date with
respect to the Acquired Interests.
This Assignment is delivered pursuant to, and is hereby made subject to, the terms and
conditions of the Purchase Agreement and the Parties acknowledge and agree that the
representations, warranties, covenants, agreements and indemnities (and all limitations thereon)
contained in the Purchase Agreement shall not be superseded, reduced, expanded or modified
hereby but shall remain in full force and effect to the full extent provided therein and in accordance
with the terms thereof. In the event of any conflict or inconsistency between the terms of the
Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

DocuSign Envelope ID: 81351 D514-EOEB-495C-AO7D-39FC962C377F
Section 2. Miscellaneous. The terms of Section 7.07, Section 7.13 and Section
7.14 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis, and the
Parties hereto agree to such terms. This Assignment may be amended, supplemented or modified
only by a written instrument duly executed by each of the Parties.
Section 3. Counterparts. This Assignment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall be deemed to be one and
the same agreement. A signed copy of this Assignment delivered by electronic mail or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Assignment.
[Signature Pages Follow]

DocuSign Envelope ID: 81351 D514-EOEB-495C-AO7D-39FC962C377F
IN WITNESS WHEREOF, this Assignment has been duly executed and delivered by a
duly authorized person of each Party as of the Effective Date.
ASSIGNOR:
SPEEDWAY LLC
DocuSigned by:
By:
Fzo-o � T. 044W
Name: TimothsyBA9T. Griffith
Title: Authorized Representative
Signature Page to Assignment of Membership Interests

DocuSign Envelope ID: 81351 D514-EOEB-495C-AO7D-39FC962C377F
ASSIGNEE:
PILOT TRAVEL CENTERS LLC
DocuSigned by:
By: -1j-AEaE-%19-2-N EA
Name: Kevin Wills
Title: Authorized Representative
Signature Page to Assignment of Membership Interests