NCG080775_Name-Owner Change Supporting Info_4/15/2019

Page IL
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"WILCO FOOD SERVICES LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"HESS WILCO HOLDINGS, LLC", A DELAWARE LIMITED LIABILITY
"WILCOHESS LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"HESS RETAIL HOLDINGS LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
WITH AND INTO "SPEEDWAY LLC" UNDER THE NAPS OF "SPEEDWAY
LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE ON THE TWENTY—SECOND DAY OF DECEDMER, A.D. 2015, AT 147
O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JANUARY,
A.D. 2016 AT 12: 01 O'CLOCK A.M.
2775076 8100M
SR# 20151490339
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 201603793
Date: 01-04-16

The First State
2775076 8100M
SR# 20151490339
You may verify this certificate online at corp.delaware.gov/authver.shtml
Page 2
Authentication: 201603793
Date: 01-04-16

State of Delaware
Secretaivv of State
Division of Corporations
Delivered 01:47 PNI 12/22/2015
FILED 01:47 PM 12/22/2015
SR 20151490339 - File Number 2775076
State of I.Reiaware
Certificate of Merger of
l 0mest c Limited Liability Companies
Parsuant to.Title 6,: Sectiesn 2 �-209 ofthe Delaware Linuted Liability Company A.ct; tkle undersigned
lilnited liability company executed the.fbllowing Certificate ofMergen
First. The name t�f the surviving l�imtcd lWiability +Company is speedway LL+C,
and the names of the limited liability .companies being rnergcd into this .Surviving. lirni zd liability
Co1Ttl3any :are WilcpHess LLG Wilco Food Services LLC,. Hess Wilw Holdings§. LLCj. an .Hess.
Retail Holdings L +C.
Secoj►d: The Agreement.of Merger has been approved,:adopted, certified, executed,. and
adl nowledged by each of the ec nstituent limited liability COmpanies.
IF
Tltie�ti. "The natne:o#'.the Surviving trnited.liablliiy company is Speedxvay IWLC:
Fourth: The merger is _to. become efTectve on January 1, �fl l6-at 12.1i1,a.sn.
Fl�th: Tl1e �greemertt cif iVierger is on f,"Ile.at_ sc�o. Speedway Drive, lvnon, .Ohio 4533-1{}�6, the
principal pla( vi. business of the surviving, Lirmwd I. ability Company.
Sixth. A:copyof:the Agreement of:Nlerger w�ill..be.furnished:by the:surviving:lin�itecl
liav; ny ccirnpany on reeluest,, u+ithoutcost, tU any rrletriber Vfthe constitue1H. ItIlltecl;liability
'Ompanies.
wT'li'MESS WI-1F1tF+[3>�', said �uruiving limited liability company haS caused this. certificate
to be signediy_ an nufiiriecl perstrt,.;the Znd day €�f l~lecerrtfier, Z:, Ul;
authorized Pei n ro
lame. Shane T. Pfleiderer
Title: Assistant Secretary
{38S02T�RTF i

ASSISTANT SECRETARY CERTIFICATE
I, Shane T. Pfleiderer, hereby certify that I am a duly appointed and acting Assistant Secretary of
Speedway LLC, a Delaware limited liability company; Hess Retail Holdings LLC, a Delaware limited
liability company; Hess Wilco Holdings, LLC, a Delaware limited liability company; Wilco Food
Services LLC, a Delaware limited liability company, and WilcoHess LLC, a Delaware limited liability
company, and further certify as follows:
That on November 17, 2015, each of the sole member of Hess Retail Holdings LLC, Hess Wilco
Holdings LLC, Wilco Food Services LLC; the members of WilcoHess LLC; and all of the managers of
Speedway LLC, consented to the adoption of the resolutions having the same force and effect as if
adopted at a meeting of the member, members, or managers, as applicable, duly convened on the same
date, with each entity defined as the "Company" in its respective written consent, as follows:
"RESOLVED, that the Agreement and Plan of Merger [...) (the "Merger Agreement"),
by and among Hess Retail Holdings LLC, a Delaware limited liability company, Hess Wilco
Holdings, LLC, a Delaware limited liability company, Wilco Food Services LLC, a Delaware
limited liability company, and WilcoHess LLC, a Delaware limited liability company and
Speedway LLC, a Delaware limited liability company, and the transactions contemplated thereby,
including the merger of Hess Retail Holdings LLC, Hess Wilco Holdings, LLC, Wilco Food
Services LLC, and WilcoHess LLC with and into Speedway LLC with Speedway LLC
continuing as the surviving entity, with an effective date and time of January 1, 2016 at 12:01
a.m. (the "Merger"), are hereby approved and declared advisable for purposes of Section 209 of
the Delaware Limited Liability Company Act and for all other purposes; and
FURTHER RESOLVED, that the officers of the Company are hereby authorized to
execute and deliver, on behalf of and in the name of the Company, the Merger Agreement and all
other agreements, certificates, instruments and other documents that are necessary or desirable, as
determined by such officers, to be executed and delivered pursuant to or in connection with the
Merger Agreement or the Merger; and
FURTHER RESOLVED, that the officers of the Company are hereby authorized to file,
or cause to be filed, the Merger Agreement, Certificate of Merger and such other agreements,
certificates, instruments or other documents with the Secretary of State of the State of Delaware
and any other state or federal governmental agencies or instrumentalities as may be necessary or
desirable, as determined by such officers, to effect to the Merger; and
FURTHER RESOLVED, that the officers of the Company are hereby authorized to do,
or cause to be done, such other actions as are necessary or desirable, as determined by such
officers, to give effect to the Merger or the intent and purpose of the foregoing resolutions, and
any such actions taken prior to the adoption of these resolutions is hereby ratified and confirmed
as authorized acts of the Company."
{402601.DOCX }

That the resolutions described herein are in full force and effect as of the date hereof and have not
been rescinded, superseded or otherwise modified in any material respect.
That, in accordance with the written consents, a Certificate of Merger in substantially the form
attached hereto as Exhibit A will be filed with the Delaware Secretary of State to effect the merger.
IN WITNESS WHEREOF, I have executed this Assistant Secretary Certificate as of this 9`h day
of December, 2015.
Name: Shane T. P eiderer
Title: Assistant Secretary of Hess Retail
Holdings LLC, Hess Wilco Holdings,
LLC, Wilco Food Services LLC,
WilcoHess LLC, and Speedway LLC
{402601.DOCX }

Certificate of Merger of
Domestic Limited Liability Companies
Pursuant to Title 6, Section l 8-209 of the Delaware Limited Liability Company Act, the undersigned
limited liability company executed the following Certificate of Merger:
First: The name of the surviving Limited Liability Company is Speedway LLC,
and the names of the limited liability companies being merged into this surviving limited liability
company are WilcoHess LLC, Wilco Food Services LLC, Hess Wilco Holdings, LLC, and Hess
Retail Holdings LLC,
Second: The Agreement of Merger has been approved, adopted, certified, executed, and
acknowledged by each of the constituent limited liability companies.
Third: The name of the surviving limited liability company is Speedway LLC.
Fourth: The merger is to become effective on January 1, 201b at 12:O1 a.m.
Fifth: The Agreement of Merger is on file at 500 Speedway Drive, Enon, Ohio 45323-1056, the
principal place of business of the surviving Limited Liability Company.
Sixth: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of the constituent limited liability
companies.
IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate
to be signed by an authorized person, the `day of December, A.D., 201 S.
By:
Authorized Person
Name:
Title:
{388021.RTf }