Exhibit 10.1 Execution Version
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2022, by and among CAPL JKM Holdings LLC, a Delaware limited liability company (the “Company”), Dunne Manning JKM LLC, a Delaware limited liability company (“Dunne Manning JKM”), John B. Reilly, III, an individual resident of the Commonwealth of Pennsylvania (“Reilly”), and John B. Reilly, III and Jeffrey Vaughan, in their capacities as trustee and independent trustee, respectively, of the John B. Reilly Trust for the Family of John created under that certain 2008 Irrevocable Agreement of Trust of John B. Reilly, dated as of December 29, 2008 (the “Trust” and, together with Dunne Manning JKM and Reilly, collectively, the “Investors” and each, an “Investor”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the A&R Company LLC Agreement (as defined below).
RECITALS
WHEREAS, (i) Dunne Manning JKM desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to Dunne Manning JKM, on the date hereof, an aggregate amount of twelve thousand five hundred (12,500) Series A Preferred Interests (the “Initial Dunne Manning Preferred Interests”), for an aggregate purchase price of twelve million five hundred thousand dollars ($12,500,000), (ii) Reilly desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to Reilly, on the date hereof, an aggregate amount of eight thousand (8,000) Series A Preferred Interests (the “Initial Reilly Preferred Interests”), for an aggregate purchase price of eight million dollars ($8,000,000) and (iii) the Trust desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to the Trust, on the date hereof, an aggregate amount of four thousand five hundred (4,500) Series A Preferred Interests of the Company (the “Initial Trust Preferred Interests” and, together with the Initial Dunne Manning Preferred Interests and the Initial Reilly Preferred Interests, the “Initial Preferred Interests”), for an aggregate purchase price of four million five hundred thousand dollars ($4,500,000), in each case, on the terms and subject to the conditions set forth herein; and
WHEREAS, following the purchase and sale of the Initial Preferred Interests pursuant to this Agreement, the Investors will have the option (but not the obligation) to acquire from the Company, when and if requested by the Company at any time and from time to time prior to December 31, 2022, additional Series A Preferred Interests for an aggregate additional purchase price of up to ten million dollars ($10,000,000), or such lesser amount as requested by the Company and agreed by the participating Investors, at a price per Series A Preferred Interest to be mutually agreed upon by the Company and the participating Investor(s) at the time of any such purchase and sale, and otherwise on the terms and subject to the conditions set forth herein and in the A&R Company LLC Agreement (such additional Series A Preferred Interests hereafter acquired by the Investors, if any, the “Additional Investor Preferred Interests” and, together with the Initial Preferred Interests, the “Investor Preferred Interests”).
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NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree as follows:
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5. Reliance by the Company. Each Investor understands the meanings of the representations and warranties made by such Investor in this Agreement and understands and acknowledges that the Company is relying on such representations and warranties in determining whether the issuance contemplated hereby is eligible for exemption from the registration requirements contained in the Securities Act and applicable state securities laws.
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If to the Company, to:
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c/o CrossAmerica Partners LP
645 Hamilton Street, Suite 400
Allentown, PA 18101
Attention: Keenan Lynch
Email: klynch@caplp.com
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
Attention: Allison Land
Email: allison.land@skadden.com
If to Dunne Manning JKM, to:
Dunne Manning JKM LLC
645 Hamilton Street, Suite 500
Allentown, PA 18101
Attention: Joseph V. Topper, Jr.
Email: legal@dunnemanning.com
with a copy (which shall not constitute notice) to:
Ford Law Office LLC
645 Hamilton Street, Suite 520
Allentown, PA 18101
Attention: Matthew C. Ford
Email: mcf@flolegal.com
If to Reilly or the Trust, to:
c/o City Center Investment Corporation
645 Hamilton Street, Suite 600
Allentown, PA 18101
Attention: John B. Reilly, III
Email: jbreilly@citycenterallentown.com
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[Signature Page Follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Investment Agreement to be executed as of the date first written above.
COMPANY:
CAPL JKM HOLDINGS LLC
By: /s/ Charles M. Nifong, Jr.
Name: Charles M. Nifong, Jr.
Title: Manager
DUNNE MANNING JKM:
DUNNE MANNING JKM LLC
By: /s/ Joseph V. Topper, Jr.
Name: Joseph V. Topper, Jr.
Title: Manager
REILLY:
/s/ John B. Reilly, III
John B. Reilly, III
THE TRUST:
/s/ John B. Reilly, III
John B. Reilly, III, as Trustee of the
John B. Reilly Trust for the Family of John
/s/ Jeffrey Vaughan
Jeffrey Vaughan, as Independent Trustee of the
John B. Reilly Trust for the Family of John
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Exhibit A
Form of A&R Company LLC Agreement
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