ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

Dated as of March 28, 2008

by and among

WORLD FUEL SERVICES CORPORATION

WORLD FUEL SERVICES, INC.

TEXOR PETROLEUM COMPANY, INC.

THOMAS E. GLEITSMAN

and

ANTHONY E. SPEISER

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 28th day of March, 2008, by and among World Fuel Services Corporation, a Florida corporation (“ Parent ”), World Fuel Services, Inc., a Texas corporation (“ Buyer ”), Texor Petroleum Company, Inc., an Illinois corporation (the “ Company ”), Thomas E. Gleitsman (“ Gleitsman ”) and Anthony E. Speiser (“ Speiser ” and together with Gleitsman, the “ Shareholders ”). The Company and the Shareholders are each sometimes referred to herein individually as a “ Seller Party ” and collectively as the “ Seller Parties ”.

RECITALS

A. The Company is involved in the following businesses: (i) the marketing, sale, financing and distribution of branded and unbranded gasoline, diesel, biodiesel, ethanol, propane, natural gas and other petroleum related products and services on a retail and wholesale basis to retail petroleum dealers/operators, governmental entities, commercial enterprises and other third parties, (ii) owning, operating, buying, selling and leasing retail petroleum outlets, car washes and convenience stores, and (iii) offering financial, real estate acquisition, design and project management services, and motor fuel marketing programs (the “ Business ”).

B. The Shareholders own all of the shares of voting capital stock of the Company.

C. The Company desires to sell and Buyer desires to purchase certain assets used by the Company in the Business, subject to Buyer’s assumption of certain liabilities, upon the terms and subject to the conditions of this Agreement.

D. In order to induce Buyer to enter into this Agreement, the Shareholders have agreed to enter into this Agreement.

E. In order to induce the Seller Parties to enter into this Agreement, Parent has agreed to enter into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties set forth herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . As used herein, the following terms shall have the meanings set forth below.

“ Acquired Assets ” is defined in Section 2.2 .

“ Acquisition Proposal ” is defined in Section 3.9(b) .

“ Agents ” is defined in Section 3.9(a) .

“ Agreement ” is defined in the preamble to this Agreement.

“ Antitrust Authorities ” means the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other domestic or foreign Government having jurisdiction with respect to the Transaction pursuant to applicable Antitrust Laws.

“ Antitrust Laws ” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, in each case as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other applicable competition, merger control, antitrust or similar Laws.

“ Assumed Contracts ” is defined in Section 2.2(f) .

“ Assumed Liabilities ” is defined in Section 2.4 .

“ Business ” is defined in the Recitals to this Agreement.

“ Business Day ” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the city of Chicago, Illinois.

“ Buyer ” is defined in the preamble to this Agreement.

“ Buyer Indemnitees ” is defined in Section 9.1 .

“ Cap ” is defined in Section 9.10(b) .

“ Cash ” means all cash and cash equivalents (including marketable securities and short-term investments) determined in a manner consistent with the Company’s Historical Accounting Policies.

“ Cash Payment ” is defined in Section 2.7(c) .

“ Closing ” and “ Closing Date ” are defined in Section 2.10 .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” is defined in the preamble to this Agreement.

“ Company’s Historical Accounting Policies ” means the accounting policies used by the Company on a consistent basis over the previous three (3) calendar year period, except that fuel inventories shall be valued on a first-in, first-out basis even though the Company currently values such inventories on a last-in, first-out basis.

“ Company Material Adverse Effect ” means any materially adverse change in or effect on the financial condition, business, assets or results of operations of the Company.

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“ Company Policy ” is defined in Section 4.16 .

“ Confidential Information ” means all confidential or proprietary information of or relating to a party or its subsidiaries, including: (i) customer and supplier information, including lists of names and addresses of customers and suppliers, and cost, volume and pricing information, (ii) business plans and strategies, compensation plans, compensation information, sales plans and strategies, (iii) market research and data bases, sources of leads and methods of obtaining new business, and methods of purchasing, marketing, selling, performing and pricing products and services, (iv) information concerning Software or Technology, and (v) information identified as confidential and/or proprietary in internal documents of the party; provided , however , that Confidential Information will not include (a) any information generally available to, or known in, the industry in which the Business operates (other than as a result of a disclosure in violation hereof), (b) any information disclosed by a third party who, to the best knowledge of the Receiving Party after due inquiry, has the right to disclose the same, or (c) any information that is independently developed by the Receiving Party or its or his representatives without the use of any information of the Disclosing Party.

“ Contract ” means any contract, open order, lease or other agreement (whether written or oral and whether express or implied) to which the Company is a party or by which the Company or any of its assets is otherwise legally bound.

“ Designated Employees ” is defined in Section 3.13(a) .

“ Detailed Company Balance Sheet ” means, as applicable, the estimated Detailed Company Balance Sheet referred to below (showing detailed balance sheet items), or the final Detailed Company Balance Sheet referred to below (showing detailed balance sheet items), each of which shall be prepared and approved as provided in this definition. The initial Detailed Company Balance Sheet (which shall be used to calculate Estimated NAV in accordance with Section 2.8(b) ) shall be the unaudited detailed balance sheet of the Company (estimated to the Closing Date) prepared by the Company and delivered to Buyer for approval no less than five (5) days prior to the Closing Date. The final Detailed Company Balance Sheet (which shall be used to calculate NAV in accordance with Section 2.8(c) ) shall be the unaudited detailed balance sheet of the Company (dated as of 11:59 P.M. Chicago time on the day preceding the Closing Date) prepared by Buyer and delivered to the Company for approval within sixty (60) days after the Closing Date. The estimated Detailed Company Balance Sheet shall be prepared by the Company in a manner consistent with the Company’s Historical Accounting Policies, and the final Detailed Company Balance Sheet shall be prepared by Buyer in a manner consistent with the Company’s Historical Accounting Policies.

“ Disclosing Party ” is defined in Section 3.6(b) .

“ Disputed Indemnification Claim ” is defined in Section 9.3(b) .

“ Effective Time ” is defined in Section 2.10 .

“ Employee Plans ” is defined in Section 4.18(a) .

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“ Environmental Condition ” means (i) any pollution or contamination of the environment, nuisance, trespass, damage to any real property, personal property, or natural resource or harm to human health, or any other condition relating to the Release, introduction, handling, processing, transportation or transfer of any Regulated Substance prior to the Closing that is in contravention of or creates liability under any Environmental Law, whether or not at the time the facts and circumstances resulting in the condition occurred or were created were a violation of any Environmental Law; (ii) any breach of a representation and warranty in Section 4.20 that involves or may involve a Remedial Action; (iii) any matter set forth on Schedule 4.20(e) , and (iv) any Release of any Regulated Substance from any underground storage tank system at any Real Property, whether such Release occurred before or after the Closing, except for any such Release after the Closing caused by the acts, negligence or willful misconduct of Buyer or its customers, contractors, employees, agents, licensees, invitees, successors or assigns.

“ Environmental Law ” means any Law (including common law), at any time in force or effect, with respect to pollution or the preservation or protection of the environment or worker health and safety, including any law relating to Regulated Substances. Without limiting the generality of the foregoing, the term encompasses each of the following statutes and the regulations promulgated thereunder, and any similar applicable state, local or foreign law, each as amended: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (ii) the Solid Waste Disposal Act, (iii) the Hazardous Materials Transportation Act, (iv) the Toxic Substances Control Act, (v) the Clean Water Act, (vi) the Clean Air Act, (vii) the Safe Drinking Water Act, (viii) the National Environmental Policy Act of 1969, (ix) the Superfund Amendments and Reauthorization Act of 1986, (x) the Emergency Planning and Community Right to Know Act, (xi) the Federal Insecticide, Fungicide and Rodenticide Act and (xii) the Occupational Safety and Health Act of 1970.

“ ERISA ” means the federal Employee Retirement Income Security Act of 1974.

“ Estimated NAV ” is defined in Section 2.8(b) .

“ Excluded Assets ” is defined in Section 2.3 .

“ Excluded Liabilities ” is defined in Section 2.5 .

“ Final Termination Date ” is defined in Section 10.1(b) .

“ Excluded Representations ” means the representations and warranties of the Seller Parties set forth in Sections 4.2 , 4.3 , 4.7(a) , 4.9 , 4.18 and 4.24 .

“ Financial Statements ” is defined in Section 4.4(a) .

“ GAAP ” means accounting principles generally accepted in the United States.

“ Gleitsman ” is defined in the preamble to this Agreement.

“ Government ” means any government or political subdivision or regulatory authority, whether federal, state, local or foreign, or any branch, agency or instrumentality of any such government or political subdivision or regulatory authority (including the military), or any federal, state, local or foreign court or arbitrator.

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“ Hire Date ” is defined in Section 3.13(a) .

“ Hired Employees ” is defined in Section 3.13(a) .

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indemnified Losses ” is defined in Section 9.1 .

“ Indemnitee ” is defined in Section 9.3(a) .

“ Indemnitor ” is defined in Section 9.3(a) .

“ Indemnity Notice Period ” is defined in Section 9.7(a) .

“ Independent Accountant ” means a firm of independent registered certified public accountants acceptable to Buyer and the Company, which independent accounting firm shall not have been the primary accounting firm for any party hereto at any time during the two (2) year period prior to such selection (except as otherwise may be agreed to by Buyer and the Company).

“ Intellectual Property ” means: (i) all trademarks (registered or unregistered), service marks, brand names, trade names, and domain names; (ii) all patents, patent applications, continuations, continuations-in-part, divisionals and foreign counterparts in any jurisdiction; (iii) all copyrights, database rights and moral rights in both published works and unpublished works, including all such rights in Software, whether copyrighted, copyrightable or not; (iv) trade secrets, Technology and Confidential Information, and rights in any jurisdiction to limit the use or disclosure thereof by a third party, including such rights in inventions, discoveries and ideas, whether patented, patentable or not in any jurisdiction; (v) any licenses, agreements and rights relating to any of the foregoing; and (vi) all registrations or applications for registration of any of the foregoing in any jurisdiction, including any extension, modification or renewal of any such registration or application.

“ Knowledge ” means the actual knowledge of a particular fact or other matter of any of Thomas E. Gleitsman, Anthony E. Speiser, John Mulvenna, Michael J. Lins or Barry Trilla, each after due inquiry.

“ Law(s) ” is defined in Section 4.8 .

“ Lease ” means any lease, sublease, license, easement, permit or agreement, including any amendment, supplement or modification thereto, for the leasing, use or occupancy of, or otherwise granting right in or relating to, the Leased Real Property, including any amendment, termination or modification thereof.

“ Leased Real Property ” is defined in Section 4.11(b) .

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“ License ” is defined in Section 4.19 .

“ Lien ” means any mortgage, pledge, security interest, encumbrance, charge, claim, easement, covenant, condition or restriction, lease, assignment, conditional sale or other title retention agreement, defect in title or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s and similar liens arising or incurred in the ordinary course of business if the underlying obligations are not delinquent, (ii) liens for Taxes that arise solely by operation of law but are not yet due and payable, (iii) with respect to any parcel of Leased Real Property, rights of the landlord in any buildings, improvements, fixtures and/or equipment located on such Leased Real Property, and restrictions set forth in the applicable Lease in respect of such Leased Real Property, (iv) applicable building and zoning ordinances, or (v) any liens or imperfections of title which are matters of record; provided , that none of the foregoing will individually or in the aggregate impair the continued use and operation of the Acquired Assets or materially impair the value or marketability of the Acquired Assets , in each case, to the extent such Acquired Assets are used and operated in a manner consistent with the use and operation of such Acquired Assets by the Company immediately prior to Closing.

“ Material Contract ” is defined in Section 4.15 .

“ Minimum NAV ” is defined in Section 2.8(a) .

“ Most Recent Balance Sheet ” means the unaudited consolidated balance sheet of the Company dated January 31, 2008.

“ NAV ”, or “ Net Asset Value ”, means the total assets of the Company included in the Acquired Assets reduced by the Assumed Liabilities (excluding the Assumed Liabilities referenced in Section 2.4(b) ), in each case determined as of the Effective Time on a consolidated basis, but excluding goodwill and any Supplier Termination Amounts. For illustration purposes only, an example of the calculation of the Net Asset Value is attached hereto as Schedule 1.1(c) . The NAV shall be determined (i) in a manner consistent with the Company’s Historical Accounting Policies and the calculation methodology set forth on Schedule 1.1(c) , and (ii) pursuant to the procedures set forth in Section 2.8 .

“ Note ” is defined in Section 2.7(a) .

“ Notice of Claim ” is defined in Section 9.3(b) .

“ Owned Real Property ” is defined in Section 4.11(a) .

“ Parent ” is defined in the preamble to this Agreement.

“ Parent Common Stock ” means common stock, par value $0.01 per share, of Parent.

“ Person ” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Government or other entity of any kind.

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“ Proceeding ” is defined in Section 4.12 .

“ Pro Rata Portion ” means with respect to Gleitsman, fifty percent (50%), and with respect to Speiser, fifty percent (50%).

“ Purchase Price ” is defined in Section 2.6 .

“ Purchase Price Allocation Schedule ” is defined in Section 2.9 .

“ Real Property ” means the Owned Real Property and the Leased Real Property, collectively.

“ Receivables ” is defined in Section 4.10 .

“ Receiving Party ” is defined in Section 3.6(b)

“ Registration Rights Agreement ” is defined in Section 8.6 .

“ Regulated Substance ” means any substance, waste, material, pollutant, or contaminant regulated under Environmental Law or byproduct of the same, including the following: (i) petroleum and petroleum byproducts, including crude oil and any fractions thereof and additives thereto, and motor fuels (including ethanol, ethanol/petroleum blends, bio-fuels and bio-fuel petroleum blends); (ii) asbestos or lead-based paint; (iii) natural gas, synthetic gas and any mixtures thereof or additives thereto; (iv) radioactive substances; and (v) polychlorinated biphenyls.

“ Related Party ” is defined in Section 4.21 .

“ Release ” means any actual or threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migrating into the environment (including the abandonment or discarding of barrels, containers, underground storage tanks and other closed receptacles), whether or not required to be reported or otherwise addressed under any Environmental Law.

“ Remedial Action ” means to remediate, clean up, or otherwise address an Environmental Condition, including the defense of any Government or third-party Proceeding.

“ SEC ” means the Securities and Exchange Commission, and any governmental body or agency succeeding to the functions thereof.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller Party Indemnitees ” is defined in Section 9.2 .

“ Seller Party ” or “ Seller Parties ” are each defined in the preamble to this Agreement.

“ Shareholders ” is defined in the preamble to this Agreement.

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“ Software ” means computer software or firmware in any form, including computer instructions, commands, programs, modules, routines, procedures, rules, libraries, macros, algorithms, tools, and scripts, and all documentation of or for any of the foregoing.

“ Speiser ” is defined in the preamble to this Agreement.

“ Supplier Termination Amounts ” means contingent liabilities of the Company in respect of various upfront payments and reimbursements and volume based rebates, in each case, provided by the Company’s suppliers, which supplier upfront payments and reimbursements and supplier rebates may require repayment in the event specified brand commitment periods and/or volume thresholds are not met.

“ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts or other governmental charges, foreign or domestic, including all federal, state, local, and other income, franchise, profits, value added tax, good and services tax, capital gains, capital stock, transfer, sales, use, fuel, local option, occupation, property, excise, severance, windfall profits, stamp, license, payroll, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax return), and all estimated taxes, deficiency assessments, additions to tax, penalties, and interest and shall include any liability for such amounts as a result either of being a member of a combined, consolidated, unitary or affiliated group or of a contractual obligation to indemnify any Person.

“ Technology ” means all inventions, works, discoveries, innovations, know-how, research and development, formulas, compositions, processes, techniques, data, designs, drawings, specifications, Software, network, computer hardware, integrated circuits and integrated circuit masks, electronic, electrical and mechanical equipment and all other forms of technology, including improvements, modifications, works in process, derivatives or changes, whether tangible or intangible, embodied in any form, whether or not protectable or protected by patent, copyright, mask work right, trade secret law or otherwise, and all documents and other materials recording any of the foregoing.

“ Terminated Party ” is defined in Section 10.2(a) .

“ Terminating Party ” is defined in Section 10.2(a) .

“ Termination Notice ” is defined in Section 10.2(a) .

“ Territory ” means the United States of America and Canada.

“ Third-Party Claim ” is defined in Section 9.3(c) .

“ Transaction ” means the sale and purchase of the Acquired Assets and the other transactions contemplated hereby.

“ Transfer Taxes ” is defined in Section 3.10(b) .

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ARTICLE II

PURCHASE AND SALE

2.1 The Transaction . Upon the terms and subject to the conditions of this Agreement, the Company agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase, at the Closing, all of the Company’s right, title and interest in and to the Acquired Assets, free and clear of all Liens.

2.2 Acquired Assets . The term “ Acquired Assets ” means all right, title and interest in and to all of the assets of the Company (other than the Excluded Assets) used in or related to the conduct of the Business, including all of the Company’s right, title and interest in and to:

(a) all of the assets of the Company included in the line items of the Detailed Company Balance Sheet to the extent such assets are included under the column marked “World” in such balance sheet;

(b) all customer lists and supplier lists;

(c) the corporate names “Texor,” “Texor Petroleum Company,” “MinuteMan” and any other names currently used by the Company in the operation of the Business;

(d) all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions;

(e) all Licenses, to the extent transferable under applicable Law;

(f) all Contracts set forth in Schedule 2.2(f) (the “ Assumed Contracts ”); provided , that in the event Buyer determines following the Closing that the Seller Parties failed to disclose a Material Contract in Schedule 4.15 in breach of the terms of Section 4.15 , Buyer in its sole discretion shall determine whether or not such Material Contract shall be deemed an Acquired Asset for all purposes under this Agreement (if any such Material Contract is deemed to be an Acquired Asset by Buyer, such Material Contract shall also be deemed to be an Assumed Contract);

(g) all books and records, including operating data and records, shipping records, sale and purchase correspondence and files;

(h) all guaranties, warranties, indemnities and similar rights in favor of the Company with respect to any Acquired Asset;

(i) all telephone numbers;

(j) all internet domain names;

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(k) all insurance policies of the Company that Buyer requests prior to the Closing that the Company transfer to Buyer, to the extent any such policies are transferable in accordance with their terms; and

(l) the assets set forth in Schedule 2.2(l) .

2.3 Excluded Assets . The term “Excluded Assets” means:

(a) all of the assets of the Company included in the line items of the Detailed Company Balance Sheet to the extent such assets are included under the column marked “Texor” in such balance sheet;

(b) all interests of the Company in the Owned Real Property, together with all buildings, improvements, equipment and fixtures located thereon and appurtenances thereto;

(c) the buildings, improvements, equipment and fixtures located in the ordinary course of business on the Riverside, Illinois gas station property leased by the Company;

(d) all Leased Real Property, together with all of the Company’s right, title and interest in and to the buildings, improvements, equipment and fixtures located thereon and appurtenances thereto;

(e) all rights or interests of the Company in and with respect to any Employee Plan;

(f) all insurance policies of the Company;

(g) except for the Assumed Contracts, all rights of the Company under all Contracts;

(h) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Company with respect to the operation of the Business prior to the Closing;

(i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, original tax returns and other documents relating to the organization, maintenance and existence of the Company as a corporation;

(j) all claims for refunds of Taxes paid by the Company for periods ending prior to the Closing Date;

(k) all rights of the Company, and proceeds payable to the Company, under or otherwise related to this Agreement; and

(l) the assets set forth in Schedule 2.3(l) .

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2.4 Assumption of Liabilities . On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, Buyer will assume and satisfy or perform when due only the following liabilities relating to the Acquired Assets (the “ Assumed Liabilities ”) but no others:

(a) all of the deposits, accounts payable, motor fuel taxes payable and other payables, liabilities or obligations of the Company included in the line items of the Detailed Company Balance Sheet to the extent such deposits, payables, liabilities or obligations are included under the column marked “World” in such balance sheet and included in the calculation of Net Asset Value;

(b) the liabilities of the Company with respect to payment and performance obligations that arise and become due and payable following the Closing under the Assumed Contracts; provided , that Buyer is not assuming any liabilities with respect to non-performance or breach of or default by the Company occurring prior to the Closing Date under any such Assumed Contracts;

(c) the liabilities and obligations of the Company under the Liens permitted in clauses (i) through (v) of the definition of Lien contained herein; and

(d) the liabilities and obligations of the Company in respect of the Supplier Termination Amounts.

2.5 Excluded Liabilities . Notwithstanding the provisions of Section 2.4 or any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to Buyer, Buyer shall not assume any liabilities, obligations or commitments of the Company, including liabilities, obligations or commitments relating to or arising out of the operation of the Business or the ownership of the Acquired Assets prior to the Closing, other than the Assumed Liabilities (the “ Excluded Liabilities ”). Without limiting the foregoing, Excluded Liabilities shall include any liability arising out of (i) the occupancy, operation, use or control of any of the Real Property or any other real property leased, used or occupied by the Company in connection with the Business prior to the Closing; (ii) any real property or facility owned by a third Person to which Regulated Substances generated by the Business were located prior to the Closing; or (iii) the operation of the Business prior to the Closing, in each case arising under or imposed by any Environmental Law, including any Environmental Condition and any release or threatened release of any Regulated Substance on, in, at, to, beneath or from the Real Property or any other real property (including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any condition whatsoever on, in, at, under or in the vicinity of such real property.

2.6 Purchase Price . The aggregate purchase price for the Acquired Assets (the “ Purchase Price ”) shall be $104,000,000, subject to adjustment as provided in Sections 2.8 .

2.7 Payment of Purchase Price . The Purchase Price shall be paid at Closing, as follows:

(a) Buyer shall deliver to the Company a promissory note (the “ Note ”) in the amount of $14,000,000 and in the form of Exhibit 2.7 .

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(b) Buyer, on behalf of the Company, shall pay that amount necessary to be paid to applicable lenders and other creditors of the Company in order to obtain clear title to the Acquired Assets free and clear of all Liens (such aggregate payoff amount to be approved by the Company and Buyer) directly to such lenders and other creditors in accordance with the payoff letters provided by such lenders and other creditors.

(c) Buyer shall pay the balance of the Purchase Price (the “ Cash Payment ”) to the Company by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding the foregoing, upon no less than ten (10) days advance written notice to the Company, Buyer may elect in its sole discretion to pay up to $10,000,000 of the Cash Payment by delivering to the Company (or, if requested by the Company, its designees; provided, that any such designee represents and warrants to Buyer the matters set forth in Section 4.25 with respect to such designee; and provided, further, that the Seller Parties remain liable for any misrepresentation or breach of any such representation and warranty) that number of shares of Parent Common Stock equal in value to the amount of the Cash Payment Buyer elects to make in shares of Parent Common Stock. For purposes of determining the foregoing number of shares of Parent Common Stock, the amount of the Cash Payment Buyer elects to make in shares of Parent Common Stock shall be divided by the average of the closing price of a share of Parent Common Stock for each of the ten (10) trading days prior to the Closing Date. Any such shares issued to the Company (or its designees) shall consist of shares of Parent Common Stock that have not been registered under the Securities Act.

2.8 Determination of Net Asset Value .

(a) The Purchase Price assumes that, as of the Effective Time, the Net Asset Value will be $0 (the “ Minimum NAV ”).

(b) At least five (5) Business Days prior to the Closing Date, the Company shall submit to Buyer a written statement (derived from the information in the estimated Detailed Company Balance Sheet) which shall set forth in reasonable detail an estimate of the NAV (the “ Estimated NAV ”) as of the Effective Time, which Estimated NAV shall be calculated in a manner consistent with the Company’s Historical Accounting Policies. Commencing with the Company’s delivery of the Estimated NAV to Buyer, Buyer shall have full access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated NAV. If Buyer shall disagree, in good faith, with any item set forth in the Estimated NAV, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall be deemed the Estimated NAV. Notwithstanding the foregoing, Buyer’s agreement with the Estimated NAV shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated NAV is less than the Minimum NAV, then the Purchase Price and the Cash Payment shall be reduced on a dollar-for-dollar basis by an amount equal to the difference between the Minimum NAV and the Estimated NAV and (ii) if the Estimated NAV is greater than the Minimum NAV, then the Purchase Price and the Cash Payment shall be increased on a dollar-for-dollar basis by an amount equal to the difference between the Estimated NAV and the Minimum NAV.

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(c) Within sixty (60) days after the Closing Date, Buyer shall submit to the Company a written statement (derived from the information in the final Detailed Company Balance Sheet) setting forth in reasonable detail Buyer’s calculation of NAV as of the Effective Time, which calculation shall be performed using accounting policies consistent with the Company’s Historical Accounting Policies. Upon delivery of such written statement of Buyer’s calculation of NAV, Buyer and the Company shall work, in good faith, to agree upon the actual NAV as of the Effective Time. In the event that Buyer and the Company cannot agree on the amount of any item set forth in Buyer’s calculation of NAV within ninety (90) days after the Closing Date, the amount of any such disputed items shall be resolved by an Independent Accountant, and the amount of all other items shall be final, binding and conclusive on Buyer and the Company. The determination by the Independent Accountant, as set forth in a notice to be delivered to Buyer and the Company within thirty (30) days after the submission of the disputed items to the Independent Accountant (or such later period as may be required by the Independent Accountant), shall be final, binding and conclusive on Buyer and the Company. The Independent Accountant shall determine the party ( i.e. , Buyer or the Company, as the case may be) whose asserted position as to the amount of the disputed item is furthest from the determination of the amount of the disputed item by the Independent Accountant, which non-prevailing party shall pay the fees and expenses in connection with this Section 2.8 .

(d) If the actual NAV, as finally determined pursuant to Section 2.8(c) , is (i) less than the Estimated NAV, then the Company shall pay Buyer an amount equal to the difference between the Estimated NAV and the actual NAV or (ii) greater than the Estimated NAV, then Buyer shall pay the Company an amount equal to the difference between the actual NAV and the Estimated NAV. Any payment required by this subsection (d) shall be made (i) together with interest at the rate of 4% per annum, which interest shall begin accruing on the Closing Date and end on the date that the payment is made, and (ii) within five (5) days after the date the actual NAV is finally determined, by wire transfer of immediately available funds.

2.9 Allocation of Purchase Price . Within sixty (60) days after the final determination of the Net Asset Value, Buyer shall provide the Seller Parties a schedule allocating the Purchase Price (and Assumed Liabilities that are liabilities for income Tax purposes) among the Acquired Assets and the covenant not to compete set forth in Section 3.8 (the “ Purchase Price Allocation Schedule ”). The Purchase Price Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and shall be reasonably acceptable to Buyer and the Seller Parties. Buyer and the Seller Parties shall make appropriate adjustments to the Purchase Price Allocation Schedule to reflect changes in the Purchase Price. Unless otherwise required by a determination of a Taxing authority that is final, Buyer and the Seller Parties agree for all Tax reporting purposes to report the Transaction in accordance with the Purchase Price Allocation Schedule and to not take any position during the course of any audit or other proceeding (whether administrative or judicial) inconsistent with such schedule.

2.10 Closing . The parties shall consummate the Transaction at a closing (the “ Closing ”) to be held on the first business day of the first calendar month commencing after the satisfaction of all of the conditions set forth in Articles VII and VIII hereof, or on such other date as may be mutually agreed upon by the parties hereto. The date of Closing is referred to herein as the “ Closing Date ”. The Closing shall: (a) take place at the offices of Buyer’s counsel in Chicago, Illinois, and at such time as may be mutually agreed upon by Buyer and the Seller Parties; and (b) be effective as of 11:59 p.m. Chicago time on the day preceding the Closing Date (the “ Effective Time ”).

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ARTICLE III

ADDITIONAL AGREEMENTS

3.1 Deliveries at Closing . In addition to any other actions or deliveries required by other provisions of this Agreement, at the Closing, subject to payment of the Purchase Price and the assumption of the Assumed Liabilities in accordance with this Agreement, the Company shall execute and deliver such instruments of transfer for the Acquired Assets as shall be customary under applicable Law to vest in Buyer good title to the Acquired Assets, free of all Liens.

3.2 Further Assurances . The Seller Parties shall at any time and from time to time after the Closing Date, upon the request of Buyer, and without further consideration but at Buyer’s expense, do, execute, acknowledge, and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers and assurances as may reasonably be required for effectively completing the transfer of the Acquired Assets as contemplated hereby. In the event Buyer requests, the Company shall use commercially reasonable efforts prior to and after the Closing to designate Buyer as an additional insured party under the Company’s insurance policies. The Company shall provide Buyer reasonable advance notice of any intention by the Company or, to the extent known by the Company, any insurance company to terminate any of the Company’s insurance policies that are in effect as of the date hereof or as of the Closing.

3.3 Pre-Closing Cooperation . Each of the parties hereto shall use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the Transaction as promptly as reasonably practicable, including (a) satisfaction, unless waived by the party to whose benefit they would otherwise accrue, of the closing conditions set forth in Articles VII and VIII, (b) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Transaction or the performance of the obligations of any party hereto in connection therewith, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and filings as are required in connection with the consummation of the Transaction, and (d) the execution and delivery of such instruments and the taking of such other actions, including the furnishing to each other party hereto of assistance or information, as the other party hereto may reasonably require in order to carry out the intent of the Transaction.

3.4 Post-Closing Cooperation and Services . Following the Closing Date, each of the Company and Buyer will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (a) the preparation of Tax returns as provided in Section 3.10, (b) the

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determination or enforcement of rights and obligations under this Agreement, (c) compliance with the requirements of any Government agency or authority, (d) the determination or enforcement of the rights and obligations hereunder of any Indemnitee, or (e) in connection with any actual or threatened action or proceeding. In addition to the foregoing, for a period of one year after the Closing Date, the Seller Parties may utilize the services of Buyer’s employees for the purpose of processing receipts and disbursements, performing general administrative services, and preparing any and all financial statements and tax returns of the Seller Parties in respect of periods prior to May 1, 2009, and such employees shall have full access to the books, records and other data relating to the Company’s operation of the Business prior to the Closing Date for the purpose of preparing such financial statements and tax returns; provided, that in no event shall Buyer have any responsibility or liability for the actions of such employees.

3.5 Antitrust Filings .

(a) Within ten (10) Business Days following the date hereof, the Company and Buyer shall each make such premerger filings with the Antitrust Authorities as may be required under the Antitrust Laws concerning the Transaction. From the date of such filing until the Closing Date, the Company and Buyer shall file all reports or other documents required or requested by the Antitrust Authorities under the Antitrust Laws, or otherwise and will comply promptly with any requests by the Antitrust Authorities for additional information concerning the Transaction, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. Buyer shall pay all application fees required in connection with any filing required under the Antitrust Laws. Buyer and the Company agree to use commercially reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable.

(b) The Company and Buyer shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. To the extent not prohibited by Law, the Company and Buyer will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its affiliates with or from any Government or staff members thereof, with respect to the Transaction, except for documents filed pursuant to Item 4(c) of the Hart-Scott-Rodino Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws which reveal the Company’s or Buyer’s negotiating objectives or strategies or purchase price expectations.

3.6 Public Announcements; Confidentiality .

(a) The parties will consult with each other before issuing any press releases or otherwise making any public statement with respect to this Agreement or the Transaction and will not issue any such press release or make any such public statement prior to such consultation unless the same is mutually satisfactory to all parties, except as may be required by Law or by the rules and regulations of any securities exchange.

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(b) In connection with the Transaction, one or more of the parties hereto, or their Agents (collectively, the “ Receiving Party ”) may receive Confidential Information regarding the other party or parties or their subsidiaries (collectively, the “ Disclosing Party ”). No Receiving Party shall: (i) disclose or reveal any Confidential Information of the Disclosing Party to any Person other than those of their Agents who clearly need such information to actively and directly participate in the evaluation of the Transaction (and such Agents will be directed to maintain the information confidential), or (ii) use such Confidential Information for any purpose other than evaluating the Transaction. Each Receiving Party will cause its Agents to comply with the foregoing restrictions, and will be responsible for any breach of the terms of this Agreement by its Agents.

(c) The provisions of this Section 3.6 shall survive, and remain in effect after, any termination of this Agreement. Notwithstanding the foregoing, following consummation of the Closing, the provisions of Section 3.6(b) shall no longer apply to Buyer.

3.7 Third Party Consents . To the extent that the Company’s rights under any Contract, License or other asset to be assigned to Buyer under this Agreement may not be assigned without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Company shall use all reasonable efforts to obtain any such required consent(s) as promptly as reasonably possible; provided, however, that any such Contract listed on Schedule 2.2(f) shall constitute an Assumed Contract regardless of whether or not such consent has been obtained unless such Contract is set forth on Schedule 3.7 . If any such consent shall not be obtained prior to the Closing Date, the Company, to the maximum extent permitted by Law, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer. Nothing in this Section 3.7 shall be deemed a waiver by Buyer of its right to have received on or before the Closing an effective assignment of all of the Acquired Assets (except as provided below) nor shall this Section 3.7 be deemed to constitute an agreement to exclude from the Acquired Assets any assets described under Section 2.2 .

3.8 Covenant Against Competition .

(a) For a period of seven (7) years following the Closing Date, no Seller Party will, for its or his own account or jointly with another, directly or indirectly, for or on behalf of any Person (other than Buyer and its subsidiaries and affiliates), as principal, employee, consultant, owner, partner, agent or otherwise:

(i) own, control, manage, be employed by, consult with, or otherwise participate in, any business involved in any aspect of the Business anywhere in the Territory; provided, that the Company may continue to hold its existing equity interest in Maxum Petroleum Holdings Inc., so long as the Company is a passive investor with respect to such entity and does not take any role in the management or operation of such entity or acquire any additional equity interests in such entity (other than by means of a stock dividend);

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(ii) recruit, induce, solicit for employment, or employ, or in any manner attempt to recruit, induce, solicit or employ, any Hired Employee (except for (A) Hired Employees who are not parties to an employment/severance agreement with Buyer at Closing so long as such employees have not been employed by Buyer or any of its affiliates for a period of one year, (B) Hired Employees (other than John Mulvenna, Michael J. Lins, Barry Trilla and Matthew Speiser) who are parties to an employment/severance agreement with Buyer at Closing so long as such employees have not been employed by Buyer or any of its affiliates for a period of two years, (C) Laura Mulvenna and Matthew Speiser, and (D) John Mulvenna in the event that at any time after the date that is three years after the Closing Date he is no longer employed by Buyer or its affiliates, excluding as a result of the resignation by such individual (other than as a result of Buyer’s failure to offer him employment on at least as favorable terms) or the termination of his employment by Buyer for cause, in which event, only after a period of two years after such resignation or termination, but in no event prior to the date that is three years after the Closing Date);

(iii) solicit, contact or deal with: (1) any Person that is, or during the five-year period preceding the Closing Date was, a customer of the Company or such customer’s successors or assigns, in each case for the purpose of providing services or products which are competitive with the Business, or (2) any Person from whom the Company solicited business at any time during the two-year period preceding the Closing Date, or any such Person’s successors or assigns, in each case for the purpose of offering or providing services or products which are competitive with the Business;

(iv) cause or seek to cause to be terminated or adversely affected, or otherwise interfere with, any agreement or arrangement of any kind known by such Seller Party, including any Assumed Contract, to which Buyer or any of its subsidiaries or affiliates is a party or from which any of them benefits; or

(v) seek to interfere with or adversely affect the ongoing relationships between Buyer or any of its subsidiaries or affiliates, on the one hand, and their respective suppliers and customers, on the other hand.

(b) Notwithstanding the foregoing, the restrictions in Section 3.8(a) shall not prohibit any Seller Party’s ownership, acquisition, sale or lease of the Real Property, any other property leased or subleased to Buyer in connection with this Transaction, and any other retail gasoline outlet, car wash and convenience store properties; provided , that: (i) such properties or the operating rights for the businesses conducted thereon are held solely for investment purposes and no Seller Party is directly involved in the day-to-day operation of such businesses; (ii) such properties (other than the Owned Real Property and any other property leased or subleased to Buyer in connection with this Transaction) are not located within a two (2) mile radius of any retail gasoline outlet, car wash or convenience store owned or operated by Buyer or any of its affiliates (it being agreed that such determination shall only be made on the acquisition date of such property by the applicable Seller Party), other than (A) in the case of any car wash location that does not include a retail gasoline outlet or convenience store, such location is not within a two (2) mile radius of any property owned or operated by Buyer or its affiliates that includes a car wash (whether stand-alone or in combination with a retail gasoline outlet and / or

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convenience store) and (b) with respect to the Company’s potential acquisition of a car wash located at 5500 S. Lincoln (Route 53) in Lisle, Illinois, provided that the Company provides Buyer with a right of first offer to lease the property and operate it as a car wash; and (iii) the Seller Parties shall provide Buyer with a right of first refusal with respect to the acquisition, sale or lease of any such properties and the operating rights for the businesses conducted thereon, except with respect to (X) the Lisle, Illinois location referenced in subsection (ii) above, which is governed by the provisions of subsection (ii), (Y) transfers to affiliates or family members ( provided , that any such affiliate or family member agrees to be bound by the right of first refusal described above with respect to any subsequent acquisition, sale or lease) and (Z) the Company’s Wheaton, Illinois retail gasoline outlet.

(c) Each Seller Party recognizes the importance of the covenants contained in this Section 3.8 and acknowledges that, based on its or his past experience, and the projected expansion of Buyer’s business throughout the Territory, the restrictions imposed herein are: (i) reasonable as to scope, time and area; (ii) necessary for the protection of Buyer’s legitimate business interests, including the trade secrets, goodwill and relationships with customers and suppliers purchased by Buyer pursuant to this Agreement; and (iii) not unduly restrictive of any rights of any Seller Party. Each Seller Party acknowledges and agrees that the covenants contained in this Section 3.8 are essential elements of this Agreement and that but for these covenants Buyer would not have agreed to purchase the Acquired Assets. The existence of any claim or cause of action against Buyer by any Seller Party, whether predicated on Buyer’s breach of this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of the covenants contained in this Section 3.8 .

(d) Each Seller Party acknowledges that the success of Buyer’s business after the Closing Date depends upon the continued preservation of the confidentiality of certain information possessed by the Seller Parties, that the preservation of the confidentiality of such information by the Seller Parties is an essential premise of the bargain between the Seller Parties and Buyer, and that Buyer would be unwilling to enter into this Agreement in the absence of this Section 3.8 . Accordingly, each Seller Party hereby agrees with Buyer that such Seller Party and its Agents will not, at any time on or after the Closing Date, directly or indirectly, without the prior consent of Buyer, disclose any Confidential Information regarding the Acquired Assets or the Business, or use such Confidential Information for any purpose other than the performance of any Seller Party’s duties as an employee of Buyer. Each Seller Party agrees that it will be responsible for any breach or violation of the provisions of this Section 3.8 by any of its Agents.

(e) If any Seller Party commits a breach or threatens to commit a breach of any of the provisions of this Section 3.8 , Buyer shall have the right and remedy, in addition to any others that may be available, at law or in equity, to: (i) have the provisions of this Section 3.8 specifically enforced by any court having equity jurisdiction, through injunctive or other relief, it being acknowledged that any such breach or threatened breach will cause irreparable injury to Buyer, the amount of which will be difficult to determine, and that money damages will not provide an adequate remedy to Buyer; and (ii) collect all costs of enforcement of this Agreement, including reasonable attorney’s fees and costs, from the Seller Party who breaches such covenants.

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(f) If any covenant contained in this Section 3.8 , or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration, scope and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable.

3.9 Due Diligence; Exclusivity . From and after the date hereof and until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with Article X:

(a) Buyer and its representatives may make such examinations and inspections of the Company and its facilities, books, records and systems as Buyer may reasonably require to analyze their financial condition, properties, legal matters, business and affairs, so long as such examinations occur during normal business hours and do not unreasonably interfere with the conduct of the Business. Without limiting the generality of the foregoing, the Company shall: (a) provide access to such employees of the Company as Buyer may reasonably request, and (b) cause the Company’s officers, directors, employees and accountants (collectively, “ Agents ”) to cooperate with Buyer in its investigations and to make their files and work papers available to Buyer.

(b) Neither any Seller Party nor any of its Agents shall, directly or indirectly, (i) solicit, initiate or encourage submission of, or accept or agree to, any proposal or offer from any Person relating to any acquisition of the capital stock of the Company, any material portion of the assets of the Company, any merger or consolidation with or involving the Company, or any other similar transaction or business combination involving the Company or its business (an “ Acquisition Proposal ”); or (ii) participate in any negotiations or discussions regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, or facilitate any effort or attempt by any other Person to effect or seek an Acquisition Proposal.

3.10 Tax Matters .

(a) Buyer and the Company shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation of any Tax return or any audit or other proceeding relating to Taxes. Buyer and the Company shall retain for the full period of any statute of limitations, and provide the other access to, any records or information which may be relevant to Taxes of the Company for the period prior to the Closing.

(b) Buyer and the Company shall each be responsible for one-half of any and all transfer, sales, use, purchase, value added, excise, real property, stamp or similar taxes (“ Transfer Taxes ”) imposed on or resulting from the transfer of any Acquired Assets pursuant to this Agreement (including any Transfer Taxes imposed on Buyer) and any other out-of-pocket costs and expenses that directly result from the transfer of the Acquired Assets to Buyer pursuant to the terms of this Agreement. The Company shall file all necessary Tax returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, Buyer will join in the execution of any such Tax returns and other documentation.

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(c) If a period for Taxes related to the Acquired Assets or Designated Employees begins before and ends after the Closing Date, the parties agree that the Taxes attributable to the period ending on or before the Closing Date shall constitute Taxes of the Company and be appropriately classified as Excluded Liabilities, and the parties agree to use the following conventions to determine the amount of Taxes that are attributable to the period ending on or before the Closing Date:

(i) in the case of income Taxes, capital Taxes, Taxes imposed on the transfer of property or Taxes imposed on payments to third parties (including wages), the amount attributable to the portion of the period ending on the Closing Date shall equal the amount of such Taxes that would be paid for such period if the period closed at the end of the Closing Date and the parties used a “closing of the books methodology”; and

(ii) in the case of all other Taxes (including property Taxes), the amount attributable to the portion of the period ending on the Closing Date shall equal the amount of Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

(d) Notwithstanding anything to the contrary contained herein