CONTRIBUTION AND SALE AGREEMENT

Exhibit 10.1

EXECUTION COPY

CONTRIBUTION AND SALE AGREEMENT

By and Among

Davison Petroleum Products, L.L.C., Davison Transport, Inc., Transport Company,

Davison Terminal Service, Inc., Sunshine Oil & Storage, Inc., T&T Chemical, Inc., Fuel

Masters, LLC, TDC, L.L.C. and Red River Terminal, L.L.C.

(Sellers)

and

Genesis Energy, L.P.

(Buyer)

covering the acquisition directly or indirectly of substantially all of the assets constituting the

Davison Refinery Services, Terminaling,

Trucking and Transportation and Marketing Business

(Subject Assets)

April 25, 2007

TABLE OF CONTENTS

i

ii

iii

Exhibits and Schedules

iv

v

CONTRIBUTION AND SALE AGREEMENT

This Contribution and Sale Agreement dated as of April 25, 2007 is by and among Genesis Energy, L.P., a Delaware limited partnership (the “ Buyer ”), on the one hand, and Davison Petroleum Products, L.L.C., a Louisiana limited liability company (“ DPP ”), Davison Transport, Inc., a Louisiana corporation (“ Davison Transport ”), Transport Company, an Arkansas corporation (“ TransportCo ”), Davison Terminal Service, Inc., a Louisiana corporation (“ Terminal ”), Sunshine Oil & Storage, Inc., a Louisiana corporation (“ Sunshine ”), T&T Chemical, Inc., an Arkansas corporation (“ T&T ”), Fuel Masters, LLC, a Texas limited liability company (“ Fuel Masters ”), TDC, L.L.C., a Louisiana limited liability company (“ TDC ”), and Red River Terminal, L.L.C., a Louisiana limited liability company (“ Red River ”) (except as otherwise provided herein, each a “ Seller ”, and collectively, the “ Sellers ”).

INTRODUCTION

1. The Sellers have developed a substantial private business that operates primarily in the refinery services, terminaling, trucking and transportation and marketing sectors;

2. The Buyer has developed a substantial public business that operates primarily in the crude oil transportation, gathering and marketing sector and industrial gases sector;

3. The Sellers and the Buyer believe their respective businesses are complementary and the value of such businesses could be enhanced by combining and continuing to grow them under a single public company;

4. To achieve such a combination and the related benefits, the Buyer desires to acquire, and each Seller desires to contribute and sell (or cause to be contributed and sold) to the Buyer, the Sellers’ private businesses described herein for a specified amount of cash and equity interest in the Buyer, as specified herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties hereto agree as follows:

1. Definitions .

“ Acquired Assets ” means those DPP Assets, the Davison Transport Assets, the TransportCo Assets, the Terminal Assets, the Sunshine Assets and the T&T Assets that constitute Subject Assets, including the Acquired Equity Interests.

“ Acquired Assets Assignment ” means the Assignment Agreement in a form to be mutually agreed by the Buyer and Sellers to be entered into at the Closing.

“ Acquired Companies ” means Fuel Masters, TDC and Red River, and “ Acquired Company ” means one of the Acquired Companies.

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“ Acquired Company Employees ” means employees of the Acquired Companies as of the Closing Date.

“ Acquired Equity Interests ” means all of the outstanding equity interests in the Acquired Companies.

“ Adjusted Working Capital ” means, with respect to the Subject Assets, the positive or negative amount derived by subtracting (without duplication) (i) the Assumed Obligations constituting trade payables and current liabilities from (ii) the Subject Assets constituting current assets (excluding from current assets in clause (ii) Product Inventory); provided, however, that the term “Adjusted Working Capital” shall not include (without duplication) the value of any (a) current assets or liabilities relating to Taxes (including any deferred Tax assets or liabilities), (b) current assets or liabilities relating to purchase accounting reserves, (c) Obligations otherwise included in Adjusted Working Capital and for which this Agreement allocates the ultimate economic costs or benefits to the Sellers (e.g., specified Straddle Period Taxes), (d) any current assets, trade payables, current liabilities or Obligations owed to or from any Company or any Affiliate thereof (including the Acquired Companies), and (e) any Retained Assets (including those Retained pursuant to any dividend, assignment or otherwise permitted by Section 5(o) ) or Retained Obligations. For the avoidance of doubt, the Parties acknowledge and agree that no Party should be unjustly enriched or injured as a result of giving effect to a particular economic consequence more than once under this Agreement by way of inclusion in more than one of the terms Adjusted Working Capital (as of the Valuation Time), Purchase Price Increases or Purchase Price Decreases. By way of example, an item that is (or is deemed to be) included in the calculation Adjusted Working Capital as of the Valuation Time should not also be included as a separate component of either of the Purchase Price Increases or Purchase Price Decreases, because such item would already decrease or increase, as applicable, the Purchase Price due to its inclusion in Adjusted Working Capital.

“ Adverse Consequences ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Obligations, Taxes, liens, losses (including any diminution in value), expenses, and fees, including court costs and attorneys’ fees and expenses, but excluding (except as provided in Section 9 ) punitive exemplary, special, indirect and consequential damages.

“ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified, and in addition, with respect to the Buyer, each member or stockholder, or Affiliate of either, of Genesis GP. For purposes of this definition, the term “control” (including its derivatives) means the ability to direct the management or policies of such Person by ownership of voting interest, contract or otherwise and shall be construed as such term is used in the rules promulgated under the Securities Act; provided, however that, after the Closing (x) each Acquired Company will be deemed to be an Affiliate of the Buyer (not of any Seller), and (y) each Seller and each Person (other than any Acquired Company) who was an Affiliate of any Seller immediately before the Closing will be deemed not to be an Affiliate of the Buyer, and vice versa.

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“ Agreement ” means this Contribution and Sale Agreement (including all Exhibits, Schedules and other attachments hereto) as the same may be amended, supplemented or otherwise modified from time to time.

“ Approved Investigation ” has the meaning set forth in Section 9(j) .

“ Associate ” or “ Associated ” means (a) each Company, (b) each Affiliate of each Person described in (a) above, (c) each Person, if any, who is, directly or indirectly, the beneficial owner of 10% or more of the Equity Interest or any class of Equity Interest of each Person described in (a)-(b) above, (d) each Person in which each Person described in (a)-(c) above is, directly or indirectly, the beneficial owner of 10% or more of the Equity Interest or any class of Equity Interest of such Person, (e) each trust or other estate in which each Person described in (a)-(d) above has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, (f) each director, manager, partner or officer of each Person described in (a)-(e) above and (g) each spouse or child living in the same household of each natural person described in (a)-(f) above.

“ Assumed Obligations ” means (a) current trade payables of each Company on and as of the Valuation Time to the extent they relate to the Subject Business and were both (1) incurred in the Ordinary Course of Business and (2) included in the Closing Statement and are included in the calculation of Adjusted Working Capital, (b) all Obligations of the Sellers under the Subject Contracts existing on the date hereof or entered into after the date hereof in accordance with Section 5(c) and a copy thereof was thereafter provided to the Buyer as provided by this Agreement, in each case to the extent such Obligations (i) relate to, arise from or are otherwise attributable to acts or omissions that are not prohibited under this Agreement and are attributable to facts, circumstances or events (including complete performance, partial performance or a failure to perform) occurring after the Valuation Time, (ii) do not arise from a violation of or a penalty or similar consequence under the relevant Subject Contract resulting from any act or omission of any Company on or prior to the Closing and (iii) were incurred in the Ordinary Course of Business, (c) all Obligations of Buyer with respect to Taxes in accordance with Section 10(f) , (d) any Obligations attributable to the Acquired Companies or the Subject Assets that relate to the Subject Business and relate to, arise from, or are otherwise attributable to facts, circumstances or events occurring after the Closing, (e) the Employee Bonus Expense to the extent such amounts (i) have not been paid by Sellers prior to Closing and (ii) constitute a component of Purchase Price Decreases, and (f) other than those Obligations covered by (a) through (c) or (e) above, all Obligations (other than those described in clause (d), and those relating to any Retained Assets) of each Company to the extent they relate to the Subject Business and (x) relate to, arise from or are otherwise attributable to acts or omissions that are not prohibited under this Agreement and are attributable to facts, circumstances or events occurring after the Valuation Time and on or before the Closing, (ii) do not arise from a violation of or a penalty or similar consequence under any agreement or Law resulting from any act or omission of any Company on or prior to the Closing and (iii) were incurred in the Ordinary Course of Business. Notwithstanding the foregoing, Assumed Obligations shall not include any Obligations relating to, arising from or otherwise attributable to Sellers’ Transaction Costs, Indebtedness or any portion of the Business of the Companies not relating to the Subject Assets.

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“ Bank Loan ” means loans under that certain Credit Agreement between TDC and JP Morgan Chase Bank, N.A. dated February 20, 2007, in the original principal amount of $92.9 million and evidenced by that certain promissory note dated February 20, 2007.

“ Bank Loan Balance ” means the amount outstanding under the Bank Loan from time to time.

“ Business ” means the operations, assets, liabilities, obligations, relationships and activities of the Companies or in any way relating to the Company Assets or reflected in the Financial Statements.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Contracts ” has the meaning set forth in Section 3(a)(xi) .

“ Buyer Indemnitees ” means (a) the Buyer, (b) each Affiliate of the Buyer and (c) each Person that is a director, manager, partner, officer, employee, agent or other representative (or Person performing similar functions) of any Person described in (a) or (b) above, but only to the extent such Person is acting in such capacity.

“ Buyer Material Adverse Effect ” means any change, effect, event, occurrence, condition or other circumstance relating to the rights, obligations, businesses, results of operations or condition (financial or otherwise) and properties of the Buyer, taken as a whole, that, individually or in the aggregate, with other changes, effects, events, conditions or other circumstances materially and adversely affect the value of the same; provided that in determining whether a Buyer Material Adverse Effect has occurred, changes, effects, events, conditions or other circumstances relating to (a) the industries in which the Buyer operates, (b) United States or global economic conditions or financial markets in general or (c) the transactions contemplated by this Agreement, shall not be considered to give rise to or constitute a Buyer Material Adverse Effect; provided further, however , that to be excluded under subsection (a) or (b) above, such condition may not disproportionately affect, as compared to others in such industry, the Buyer or its Subsidiaries, or their respective rights, obligations, businesses, results of operation or condition (financial or otherwise) or properties.

“ Buyer Plans ” means the applicable compensation and employee benefit plans, programs and arrangements offered by the Buyer and its Affiliates from time to time.

“ Buyer’s Title Objections ” has the meaning set forth in Section 5(h)(iii) .

“ Buyer Title Objection Notice ” has the meaning set forth in Section 5(h)(iii) .

“ Buyer Required Consents ” has the meaning set forth in Section 8(b)(vi) .

“ Cash Consideration ” means the Purchase Price minus the Unit Consideration Amount.

“ Closing ” has the meaning set forth in Section 2(c) .

“ Closing Date ” has the meaning set forth in Section 2(c) .

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“ Closing Statement ” has the meaning set forth in Section 2(f)(iii) .

“ COBRA ” has the meaning set forth in Section 5(n)(x) .

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor Law.

“ Commitment ” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person (other than this Agreement and the Transaction Agreements); (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; and (c) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

“ Common Units ” has the meaning ascribed to such term in Buyer’s partnership agreement.

“ Companies ” means each of DPP, Davison Transport, TransportCo, Terminal, Sunshine, T&T, Fuel Masters, TDC and Red River, and “Company” means one of the Companies.

“ Company Assets ” means the Subject Assets and the Retained Assets.

“ Company Contracts ” means every contract to which a Company is a party as of the Closing Date or to which any Subject Asset is subject as of the Closing Date, including any listed on Schedule 4(h) and any entered into after the date of this Agreement.

“ Company Insurance Policies ” means those policies of insurance, the current policies of which are listed on Schedule 4(s) , that the Companies or any of their Affiliates maintain covering the Business, the Subject Assets or the Companies.

“ Company Plans ” means the applicable compensation and employee benefit plans, programs and arrangements offered by the Companies and their Affiliates from time to time.

“ Confidential Information ” means (i) any information concerning the existence or nature of this Agreement or the transactions contemplated hereby, (ii) if the Closing occurs, any confidential, proprietary and/or trade secret information of or relating to the Buyer and its Affiliates (including the Acquired Companies, the Subject Assets or the Assumed Obligations) and (iii) any confidential or non-public proprietary information relating to the Buyer and its Affiliates furnished to the Sellers in the Buyer’s Schedules.

“ Confidentiality Agreement ” means that certain Mutual Confidentiality and Non-Disclosure Agreement dated January 22, 2007 between the Buyer and Davison Transport.

“ Continued Employees ” means, collectively, all Eligible Employees of the Companies and their Affiliates who accept employment with the Buyer or one of its Affiliates pursuant to the offers described in Section 5(n) and the Acquired Company Employees.

“ Courts ” has the meaning set forth in Section 12(o) .

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“ Damage Amount ” means, with respect to any and all damage, destruction or condemnation covered by Section 5(e) in the aggregate, the amount determined in accordance with Part I of Schedule 1(j) .

“ Davison Transport ” means Davison Transport, Inc., a Louisiana corporation.

“ Davison Transport Assets ” means all rights, title and interest in and to (a) all assets and rights owned by Davison Transport, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of Davison Transport or in the Financial Statements and are attributable to Davison Transport, and (c) all assets and rights described in Part I-B of Exhibit A , in each case other than the Retained Assets. Part I-B of Exhibit A is a listing of the material Davison Transport Assets.

“ Deductible Notice ” has the meaning set forth in Section 5(n)(xi) .

“ Deeds ” means one or more properly executed and acknowledged special warranty deeds in a form(s) to be mutually agreed by Buyer and Sellers conveying to the Buyer title to all Subject Real Property owned by the Retained Companies, in recordable form for recording in the county or parish in which such Subject Real Property is located.

“ DPP ” means Davison Petroleum Products, L.L.C., a Louisiana limited liability company.

“ DPP Assets ” means all rights, title and interest in and to (a) all assets and rights owned by DPP, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of DPP or in the Financial Statements and are attributable to DPP, (c) the member interests of T&T and Fuel Masters, which constitutes 100% of the outstanding member interests of each of T&T and Fuel Masters and (d) all assets and rights described in Part I-A of Exhibit A , in each case other than the Retained Assets. Part I-A of Exhibit A is a listing of the material DPP Assets.

“ DRULPA ” means the Delaware Revised Uniform Limited Partnership Act.

“ EBITDA ” means, for any period, (i) net income for the relevant period, as adjusted as provided for in the immediately following sentence, minus (ii) an amount equal to the maintenance capital expenditures capitalized during the relevant period to replace or enhance partially or fully depreciated assets so as to sustain the existing operating capacity or efficiency of the underlying assets or extend their useful lives. For purposes of calculating EBITDA, net income shall be adjusted as follows (without duplication): (a) to the extent included in calculating such net income, to deduct any extraordinary income or gains and (b) to the extent deducted in calculating such net income, to add back (1) any extraordinary losses, (2) interest expense (including amortization of deferred financing fees and commitment fees), (3) any provision for taxes based on income (including any Texas franchise or margin Tax provided such franchise or margin Tax is a Tax based on income) and foreign withholding Taxes, (4) depreciation, depletion, amortization, impairment and similar write-offs, and (5) legal fees, damages and settlement costs (or estimates thereof) attributable to the FT-22 Barge Incident and the resolution thereof (as the FT-22 Barge Incident is described in Schedule 4(j) under Item 1 with respect to TDC and DPP, of Seller’s Schedules), and (c) to exclude from the calculation of

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net income any income, gain, revenue, expense, charges, losses and other items to the extent otherwise included therein and attributable to Retained Assets ( provided, however , that any such expenses excluded pursuant to this sub-clause (c) shall not exclude any allowance for doubtful accounts expenses). Notwithstanding the foregoing, when calculating EBITDA for the Companies in the aggregate, the combined net income of the Companies shall be reduced to the extent of any equity in earnings of Red River, Fuel Masters and TDC, 100% of the assets and operations of which are included in such combined net income. Schedule 1(g) contains a calculation of estimated EBITDA attributable to the year ending December 31, 2006.

“ Eligible Employees ” has the meaning set forth in Section 5(n) .

“ Employee Bonus Expense ” means the aggregate amount of employee bonus set forth on Schedule 5(c) that the Companies are permitted to incur pursuant to Section 5(c)(xi)(2) , along with any other items directly related thereto, such as the employer’s share of any FICA, unemployment or similar taxes, regardless of whether such bonus amounts are paid before or after the Closing.

“ Employment Agreements ” means the Employment Agreements between the Buyer (or one of its designated Affiliates) and the Persons listed on Schedule 1(h) , containing the terms listed on the subparts to Schedule 1(h) and such other terms and in the forms to be mutually agreed by Buyer and such Persons to be entered into at the Closing.

“ Encumbrance ” means any mortgage, pledge, lien, encumbrance, charge, security interest, order, Preferential Right, equitable interest, covenant (including any negative covenant), consent or notice right (other than customary transfer restrictions contained in the Subject Contracts), or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ Environmental ” or “ Environment ” means soil, land surface or subsurface strata, waters (including, navigable ocean, stream, pond, reservoirs, drainage, basins, wetland, ground and drinking), sediments, ambient air, plant life, animal life and all other environmental media or natural resources.

“ Environmental, Health, and Safety Requirements ” means all orders, contracts and Laws concerning or relating to public health and safety, worker/occupational health and safety and pollution or protection of the Environment, including those relating to the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control or other action or failure to act involving cleanup of any Hazardous Substances, each as amended and as now in effect and in effect at Closing.

“ Equity Interest ” means (a) with respect to a corporation, any and all shares of capital stock and any Commitments with respect thereto, (b) with respect to a partnership, limited liability company, trust or similar Person, any and all units, interests or other partnership/limited liability company interests, and any Commitments with respect thereto, and (c) any other direct equity ownership or participation in a Person.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

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“ Exceptions ” has the meaning set forth in Section 5(h)(iii) .

“ Financial Statements ” means the Interim Financial Statements together with the Year-End Financial Statements.

“ FM Acquisition ” means DPP’s acquisition of the 50% interest in Fuel Masters that was not already owned by DPP pursuant to the FM Acquisition Agreements.

“ FM Acquisition Agreements ” means the following documents, each effective March 31, 2007, relating to DPP’s purchase of the 50% interest in the outstanding capital stock of Fuel Masters that was not then already owned by DPP, collectively: (a) the Agreement to Buy and Sell, by and between DPP and John A. Landers, and (b) the Agreement to Buy and Sell, by and between DPP and Lancer Partners, Ltd.

“ FM Promissory Notes ” means the following promissory notes, each effective March 31, 2007, constituting the consideration paid by DPP to purchase the 50% interest in the outstanding capital stock of Fuel Masters purchased by DPP pursuant to the FM Acquisition Agreements, collectively: (a) the Promissory Note, from DPP, as maker, to John A. Landers, as payee, in the original principal amount of $1.25 million, (b) the Promissory Note, from DPP, as maker, to John A. Landers, as payee, in the original principal amount of $100,000.00, (c) the Promissory Note, from DPP, as maker, to John A. Landers, as payee, in the original principal amount of $359,872.00, (d) the Promissory Note, from DPP, as maker, to Lancer Partners, as payee, in the original principal amount of $1.50 million, (e) the Promissory Note, from DPP, as maker, to Lancer Partners, as payee, in the original principal amount of $150,000.00 and (f) the Promissory Note, from DPP, as maker, to Lancer Partners, as payee, in the original principal amount of $359,872.00.

“ Fuel Masters ” means Fuel Masters, LLC, a Texas limited liability company.

“ Fuel Masters Assets ” means all rights, title and interest in and to (a) all assets and rights owned by Fuel Masters, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of Fuel Masters or in the Financial Statements and are attributable to Fuel Masters, and (c) all assets and rights described in Part I-G of Exhibit A , in each case other than the Retained Assets. Part I-G of Exhibit A is a listing of the material Fuel Masters Assets.

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

“ Genesis GP ” means Genesis Energy, Inc., a Delaware corporation, or its successor by conversion.

“ Governmental Authority ” means the United States or any agency thereof and any state, county, parish, city or other political subdivision, agency, court or instrumentality.

“ Hazardous Substances ” means (a) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “solid wastes,” “hazardous materials,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,”

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“hazardous air pollutants,” “pollutants,” “contaminants,” “toxic chemicals,” “toxics,” “hazardous chemicals,” “extremely hazardous substances,” “regulated substances” or “pesticides” as defined in any applicable Environmental, Health, and Safety Requirements; (b) any radioactive materials, asbestos-containing materials, urea formaldehyde foam insulation, radon, petroleum products or byproducts or polychlorinated biphenyls in harmful quantities or concentration that are regulated by any Governmental Authority having jurisdiction in the location over environmental protection and (c) any other chemical, material, substance, or force regulated under any Environmental, Health, and Safety Requirement.

“ Holding Period ” has the meaning set forth in Section 6(d) .

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

“ Indebtedness ” means, on a consolidated basis, all Obligations of the Companies for (a) borrowed money, (b) any capital lease Obligation, (c) any Obligation (whether fixed or contingent) to reimburse any bank or other Person in respect of amounts paid or payable under a standby letter of credit, (d) any guarantee with respect to indebtedness (of the kind otherwise described in this definition) of any Person, and (e) any other liability, indebtedness or Obligation secured by a mortgage, lien or other security interest on any Subject Assets (other than a Permitted Encumbrance).

“ Indemnified Party ” has the meaning set forth in Section 9(d)(i) .

“ Indemnifying Party ” has the meaning set forth in Section 9(d)(i) .

“ Insurance Rights ” means, subject to any deductible or similar limitation, (i) with respect to each Seller, the right to cause the Buyer to cause any Acquired Company to file and pursue claims under any Company Insurance Policy issued to such Acquired Company, and deliver any proceeds related thereto to such Seller, to the extent such claim relates to any Retained Asset or Retained Obligation attributable to such Seller, and (ii) with respect to the Buyer, the right to cause any Seller to file and pursue claims under any Company Insurance Policy issued to such Seller, and deliver any proceeds related thereto to the Buyer, to the extent such claim relates to any Subject Asset or Assumed Obligation.

“ Insured Property ” has the meaning set forth in Section 5(h)(i) .

“ Intellectual Property ” means all intellectual property rights used by the Companies in connection with the Subject Business that arise from or in respect of the following: (a) patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon, (b) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names and corporate names, and all applications, registrations and renewals thereof, (c) copyrights and registrations and applications therefor, works of authorship and mask work rights, (d) Software and (e) Technology; provided , however , that Intellectual Property does not include Software of a general nature that is licensed by the Companies and not unique to the Companies, such as accounting, tax and similar Software.

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“ Interim Financial Statements ” means the unaudited consolidated balance sheet, income statement and statement of cash flows for each of the Companies and their respective consolidated subsidiaries as of, and for the three-month period ended, March 31, 2007.

“ Knowledge ” means the actual conscious awareness of (i) with respect to the Buyer, the individuals listed on Schedule 1(c) , and (ii) with respect to the Sellers, the individuals listed on Schedule 1(d) .

“ Law ” means any statute, code, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any applicable Governmental Authority as in effect as of the date hereof with respect to any representation or warranty made on the date hereof, and as in effect on the Closing Date with respect to any other representation, warranty, agreement, covenant, closing condition or other matter hereunder.

“ Non-Assigned Asset ” has the meaning set forth in Section 6(d) .

“ Non-Competition Agreements ” means those agreements entered into at the Closing between Buyer and the Persons listed on Schedule 1(i) , containing the terms listed on the subparts to Schedule 1(i) and such other terms and in the forms to be mutually agreed by Buyer and such Persons.

“ Obligations ” means duties, liabilities and obligations, whether vested, absolute or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory or otherwise.

“ Ordinary Course of Business ” means the ordinary course of business consistent with the applicable Person’s past custom and practice (including with respect to quantity, quality and frequency).

“ Organizational Documents ” means the articles of incorporation, certificate of incorporation, charter, bylaws, articles or certificate of formation, regulations, limited liability company operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

“ Party ” or “ Parties ” means either the Buyer or a Seller, individually or collectively, as the case may be.

“ Permit ” has the meaning set forth in Section 4(i) .

“ Permitted Encumbrances ” means (i) any liens securing Taxes and assessments that are not yet due; (ii) any inchoate, mechanic’s, materialmen’s and similar liens securing amounts that are not yet past due; (iii) any Obligations or duties reserved to or vested in any municipality or other Governmental Authority to regulate any assets of any relevant Person in any manner, including any applicable laws; (iv) any inchoate liens or other Encumbrances created pursuant to any operating, construction, operation and maintenance, co-owners, cotenancy, lease or other operating agreements for which amounts are not yet past due; (v) vendor’s liens in respect of trade payables of the Companies incurred in the Ordinary Course of Business and not yet past

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due; (vi) any easements, rights-of-way, restrictions, minor title defects and other similar arrangements incurred in the Ordinary Course of Business and which do not in any case materially interfere with the use of the affected Subject Asset in the manner in which it is used in the Business; (vii) with respect to any Insured Property, any Encumbrances to the extent not covered by a Buyer’s Title Objection Notice, (x) any easements, rights-of-way, restrictions, minor title defects and other similar Encumbrances that are listed as title exceptions in the Title Commitments other than delinquent standby fees, taxes and/or assessments or any similar charges in a fixed sum or capable of computation as a fixed sum and (y) matters revealed by the Surveys.

“ Permitted Indebtedness ” means the Bank Loan Balance, the Revolving Facilities Balance and the amounts owned under the FM Promissory Notes.

“ Permitted Transaction List ” means the list of permitted transactions set forth in Schedule 5(c) .

“ Person ” means an individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or Governmental Authority (or any department, agency or political subdivision thereof).

“ Pledged Units ” has the meaning set forth in Section 7(a) .

“ Post-Closing Tax Period ” means any Tax period beginning after the Closing Date.

“ Post-Closing Tax Return ” means any Tax Return that is required to be filed for the Acquired Companies with respect to a Post-Closing Tax Period.

“ Pre-Closing Tax Period ” means any Tax periods or portions thereof ending on or before the Closing Date.

“ Pre-Closing Tax Return ” means any Tax Return that is required to be filed for the Acquired Companies with respect to a Pre-Closing Tax Period.

“ Preferential Rights ” has the meaning set forth in Section 4(o) .

“ Prime Rate ” means the prime rate reported in the Wall Street Journal at the time such rate must be determined under the terms of this Agreement.

“ Product Inventory ” means, collectively, the quantity of high sulfur diesel, low sulfur diesel, gasoline, #4 fuel oil, #6 fuel oil, feedstock, sodium hydroxide, caustic soda, sulfur and other products listed on Schedule 1(e) that are owned by the Companies, whether held onsite or offsite.

“ Product Inventory Value Amount ” means the Product Inventory total value (including unit prices and inventory quantities) as of the Valuation Time valued at the lower of cost (based on GAAP) or market (based on the values) as set forth on Schedule 1(e) .

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“ Proposed Closing Statement ” has the meaning set forth in Section 2(f)(i) .

“ Prorated Retained Employee Severance Amount ” means, with respect to a Retained Employee, the amount derived by multiplying (i) the severance pay paid to such Retained Employee under the applicable severance plan, if any, of a Seller in which such Retained Employee participated immediately prior to the Closing Date by (ii) a fraction the numerator of which is equal to (A) three hundred sixty-five (365) minus (B) the number of days from and including the applicable termination date to and including the date the Buyer hires the Retained Employee, and the denominator of which is three hundred sixty-five (365).

“ Purchase Price ” means $560,000,000 plus (i) the amount, if any, by which the total of the Purchase Price Increases exceeds the total of the Purchase Prices Decreases, or minus (ii) the amount, if any, by which the total of the Purchase Price Decreases exceeds the total of the Purchase Price Increases.

“ Purchase Price Decreases ” means, without duplication, (i) 100% of the amount, if any, of negative Adjusted Working Capital of the Companies as of the Valuation Time, (ii) to the extent the Product Inventory Value Amount is negative, the Product Inventory Value Amount, (iii) the pro rata portion of ad valorem and other property Taxes accruing prior to the Closing Date for Tax periods ending after the Closing Date with respect to the Subject Real Property, (v) any reduction of the Purchase Price pursuant to Section 5(e) (Damage or Condemnation), (vi) the amount of the Employee Bonus Expense and (vii) any reduction of the Purchase Price pursuant to Sections 5(c)(xvi) (use of Subject Assets) or Section 10(d) (Straddle Period Taxes).

“ Purchase Price Increases ” means, without duplication, (i) 100% of the amount, if any, of positive Adjusted Working Capital of the Companies as of the Valuation Time, (ii) to the extent the Product Inventory Value Amount is positive, the Product Inventory Value Amount and (iii) other Purchase Price increases expressly effected pursuant this Agreement.

“ Red River ” means Red River Terminal, L.L.C., a Louisiana limited liability company.

“ Red River Assets ” means all rights, title and interest in and to (a) all assets and rights owned by Red River, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of Red River or in the Financial Statements and are attributable to Red River, and (c) all assets and rights described in Part I-I of Exhibit A , in each case other than the Retained Assets. Part I-I of Exhibit A is a listing of the material Red River Assets.

“ Registration Rights Agreement ” means an agreement entered into at Closing among the Buyer and the Retained Companies containing the terms listed on Schedule 1(l) and such other terms to be mutually agreed by Buyer and Retained Companies.

“ Release ” means an agreement substantially in the form to be mutually agreed by Buyer and Sellers to be entered into at Closing, which releases the Buyer from its obligations under the Confidentiality Agreement.

“Release of Hazardous Substances” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of

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Hazardous Substances into the environment (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substances).

“ Retained Assets ” means (i) the receivables underlying the Subject Non-Performing Receivables Amount, (ii) the Company Insurance Policies issued to the Retained Companies and all rights thereunder, subject Buyer’s Insurance Rights, (iii) Sellers’ Insurance Rights relating to the Company Insurance Policies issued to any Acquired Company, (iv) the Tax Records, (v) Sellers’ Retained Information, (vi) the Retained Contracts, (vii) the outstanding equity interests in the Retained Companies, (viii) those portions of the Rilla Terminal facilities (and the real property on which such facilities are located) that were taken by eminent domain proceedings in 2007 and any proceeds received in connection therewith (subject to the Sellers’ obligations pursuant to Section 6(i) of this Agreement), (ix) the promissory note and all contracts relating to Melamine Decorative Laminate Inc., (x) member interests in L.P. Mineral Owners, L.L.C. owned by DPP, (xi) any cash, cash equivalents or receivables transferred by dividend, assignment or otherwise or otherwise retained by any Retained Company pursuant to Section 5(o) , and (xii) the other assets listed on Schedule 1(m) .

“ Retained Companies ” means DPP, Davison Transport, TransportCo, Terminal, Sunshine and T&T and “ Retained Company ” means one of the Retained Companies.

“ Retained Contracts ” means the Transaction Agreements, the Company Contracts related to the Bank Loan or the Revolving Facilities (including any associated hedge or derivative agreement(s) or interest rate swap agreement) listed on Schedule 1(f) , the TKI Purchase Agreement), the FM Acquisition Agreements, the FM Promissory Notes, any Subject Contract terminated pursuant to Section 5(l) and the other contracts listed on Schedule 1(k).

“ Retained Employees ” means the Eligible Employees of the Sellers other than the Continued Employees.

“ Retained Obligations ” means (i), other than the Assumed Obligations, all Obligations relating to, arising from or otherwise attributable to the Company Assets or the assets, operations, and Obligations of the Companies and their Affiliates or the businesses thereof, in each case, to the extent relating to, arising from, or otherwise attributable to facts, circumstances or events occurring prior to the Closing, including (a) severance Obligations, if any, relating to the Companies’ employees, officers or directors not assumed by Buyer pursuant to Section 5(n)(vi)(A) , (b) unfunded employee benefit plan Obligations, (c) Obligations relating to Environmental, Health, and Safety Requirements, and (d) any pending litigation, and (ii) all Obligations relating to, arising from or otherwise attributable to (A) Obligations of any of the Companies to pay any Sellers’ Transaction Costs, (B) Obligations relating to Indebtedness, (C) the Obligations of Sellers with respect to Taxes in accordance with Section 10(f) and (D) Obligations under the Retained Contracts.

“ Revolving Facilities ” means (i) that certain Revolving Credit Agreement between DPP, Sunshine, Davison Transport, Davison Motor Company, a Louisiana corporation, Terminal, Kadav, Inc., a Louisiana corporation and TransportCo, as Borrowers; James E. Davison, Sr., James E. Davison, Jr., Steven K. Davison and Todd A. Davison, as Guarantors, and Regions Bank providing for a revolving credit facility of up to $22 million and (ii) that certain Revolving

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Credit Agreement between James E. Davison, James E. Davison, Jr., Todd Davison and Steven Davison and Community Trust Bank providing for a revolving credit facility of up to $21 million.

“ Revolving Facilities Balance ” means the amounts outstanding from time to time under the Revolving Facilities.

“ SEC Reports ” has the meaning set forth in Section 3(a)(xv).

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

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

“ Security Agreement ” means an agreement substantially in the form of Exhibit B , to be entered into at Closing.

“ Seller ” or “ Sellers ” has the meaning set forth in the preamble; provided, however , that if the Closing occurs, the Acquired Companies will not be “ Sellers ” from that time forward and will have no liability (joint or several) under this Agreement, whether arising before, on, or after Closing.

“ Seller Adverse Effect ” means any change, effect, event, occurrence, condition or other circumstance relating to the rights, obligations, business, results of operations or condition (financial or otherwise) and properties of the Subject Assets and the Assumed Obligations taken as a whole, that, individually or in the aggregate, with other changes, effects, events, conditions or other circumstances adversely affect the value of the same; provided that in determining whether a Seller Adverse Effect has occurred, changes, effects, events, conditions or other circumstances relating to (a) the industries in which the Companies operate, (b) United States or global economic conditions or financial markets in general or (c) the transactions contemplated by this Agreement, shall not be considered to give rise to or constitute a Seller Adverse Effect; provided further, however , that to be excluded under subsection (a) or (b) above, such condition may not disproportionately affect, as compared to others in such industry, any of the Companies, or their respective rights, obligations, businesses, results of operation or condition (financial or otherwise) or properties.

“ Seller Indemnitees ” means (a) each Seller, (b) each Affiliate of each Seller and (c) each Person that is a director, manager, partner, officer, employee, agent or other representative (or Person performing similar functions) of any Person described in (a) or (b) above, but only to the extent such Person is acting in such capacity.

“ Seller Material Adverse Effect ” means a Seller Adverse Effect, individually or in the aggregate, that is material.

“ Seller Required Consents ” has the meaning set forth in Section 8(a)(vi) .

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“ Sellers Retained Information ” means information and records pertaining to the Retained Obligations and information relating to Affiliates and Associates of the Retained Companies.

“ Sellers’ Transaction Costs ” all expenses, charges, liabilities, Obligations, expenditures or other costs of Sellers and their Affiliates relating to the preparation for, or the discussion, negotiation, documentation and closing of, the transactions contemplated by this Agreement, including, without limitation, any fees and reimbursements paid to any agent or consultant, including attorneys, brokers, finders, financial and other advisors and accountants, but excluding any such expenses, charges, liabilities, Obligations, expenditures or other costs that are either (a) payable by Buyer pursuant to Section 5(b)(ii) or (b) incurred prior to the Valuation Time and are included in the calculation of Adjusted Working Capital.

“ Software ” means any and all of the following that are used by (or for the benefit of) the Companies: (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (d) documentation including user manuals and other training documentation related to any of the foregoing.

“ Straddle Period ” means a Tax period or year commencing before and ending after the Closing Date.

“ Straddle Return ” means a Tax Return for a Straddle Period.

“ Subject Assets ” means the DPP Assets, the Davison Transport Assets, the TransportCo Assets, the Terminal Assets, the Sunshine Assets, the T&T Assets, the Fuel Masters Assets, the TDC Assets and the Red River Assets.

“ Subject Business ” means the operations, assets, liabilities, obligations, relationships and activities to the extent relating to the Subject Assets.

“ Subject Contracts ” means the Company Contracts other than the Retained Contracts.

“ Subject Land ” means the Subject Assets constituting tracts or parcels of land, whether owned or leased, that are used in or relate to the Subject Business or the Subject Assets, which is more particularly described on Schedule 1(a) .

“ Subject Leased Assets ” means all Subject Assets (other than the Subject Land) in which any Company owns or holds a leasehold interest. Part II of Exhibit A is a listing of all of the material Subject Leased Assets.

“ Subject Non-Performing Receivables Amount ” means, as of a certain date, the total amount of Subject Receivables that have been outstanding for 90 or more days (in the case of notes receivable included in Subject Receivables, the portion thereof that, as of such certain date, remains unpaid 90 or more days after it becomes due).

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“ Subject Real Property ” means (i) the Subject Land together with (ii) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (iii) all related appurtenances constituting real property (including fixtures); and (iv) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (i) and (ii).

“ Subject Receivables ” means all Subject Assets that constitute receivables, including all accounts receivable, insurance proceeds receivables, notes receivable, manufacturers warranty receivables and other receivables, but excluding receivables owed to a Company by another Company or any Affiliate thereof.

“ Subsidiary ” means, with respect to any Person: (a) any corporation of which more than 50% of the total voting power of all classes of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors is owned by such Person directly or through one or more other Subsidiaries of such Person and (b) any Person other than a corporation of which at least a majority of the issued and outstanding Equity Interests (however designated) entitled (without regard to the occurrence of any contingency) to vote in the election of the partners, directors, managers, or other governing body that will control the management of such entity is owned by such Person directly or through on or more other Subsidiaries of such Person.

“ Sunshine ” means Sunshine Oil and Storage, Inc., a Louisiana corporation.

“ Sunshine Assets ” means all rights, title and interest in and to (a) all assets and rights owned by Sunshine, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of Sunshine or in the Financial Statements and are attributable to Sunshine, and (c) all assets and rights described in Part I-E of Exhibit A , in each case other than the Retained Assets. Part I-E of Exhibit A is a listing of the material Sunshine Assets.

“ Survey ” has the meaning set forth in Section 5(h) .

“ T&T ” means T&T Chemical, Inc., an Arkansas corporation.

“ T&T Assets ” means all rights, title and interest in and to (a) all assets and rights owned by T&T, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of T&T or in the Financial Statements and are attributable to T&T, and (c) all assets and rights described in Part I-F of Exhibit A , in each case other than the Retained Assets. Part I-F of Exhibit A is a listing of the material T&T Assets.

“ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), custom duties, capital stock, franchise, profits, withholding, social security (or similar excises), unemployment, disability, ad valorem, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the liability for Taxes of any other person whether or not shown as due or

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payable on any Tax Return or Tax Records, but excluding ad valorem, real property and similar taxes for which (and to the extent) a Purchase Price Decrease is made.

“ Tax Benefit ” means an amount by which the Tax liability of a Party (or group of Persons including the Party) is reduced (including by deduction, reduction of income by virtue of increased Tax basis or otherwise, entitlement of refund, credit, or otherwise).

“ Tax Protection Percentage ” has the meaning set forth in Section 10(p) .

“ Tax Records ” means all Tax Returns and Tax-related work papers relating to the Companies, the Subject Assets and the Business.

“ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.

“ TDC ” means TDC, L.L.C., a Louisiana limited liability company.

“ TDC Acquisition ” means the redemption by TDC of all of the member interests in TDC formerly owned by TKI and the purchase by TDC of certain assets from TKI pursuant to the TKI Purchase Agreement.

“ TDC Assets ” means all rights, title and interest in and to (a) all assets and rights owned by TDC, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of TDC or in the Financial Statements and are attributable to TDC, and (c) all assets and rights described in Part I-H of Exhibit A . Part I-H of Exhibit A is a listing of the material TDC Assets, other than the Retained Assets.

“ Technology ” means, collectively, all designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials that are used by the Companies in connection with the Subject Business.

“ Terminal ” means Davison Terminal Service, Inc., a Louisiana corporation.

“ Terminal Assets ” means all rights, title and interest in and to (a) all assets and rights owned by Terminal, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of Terminal or in the Financial Statements and are attributable to Terminal, (c) the member interests of TDC, which constitute 100% of the outstanding member interests of TDC, (d) all assets and rights described in Part I-D of Exhibit A , in each case other than the Retained Assets. Part I-D of Exhibit A is a listing of the material Terminal Assets.

“ Third Party Claim ” has the meaning set forth in Section 9(d)(i ).

“ Title Commitment ” has the meaning set forth in Section 5(h) .

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“ Title Company ” has the meaning set forth in Section 5(h)(i) .

“ Title Exception Documents ” has the meaning set forth in Section 5(h)(i) .

“ Title Objection Period ” has the meaning set forth in Section 5(h)(iii) .

“ TKI ” means Tessenderlo Kerley, Inc., a Delaware corporation.

“ TKI Purchase Agreement ” means that certain Asset Purchase and Membership Interest Redemption Agreement among DPP, TDC and TKI, dated as of January 31, 2007.

“ Transaction Agreements ” means this Agreement, the Acquired Assets Assignment, the Employment Agreements, the Non-Competition Agreements, the Registration Rights Agreement, the Release, the Security Agreement, the Unitholder Rights Agreement and all other contracts executed and delivered in connection with the transactions contemplated herein.

“ TransportCo ” means Transport Company, an Arkansas corporation.

“ TransportCo Assets ” means all rights, title and interest in and to (a) all assets and rights owned by TransportCo, (b) all assets and rights recorded (or for which the financial results are recorded) in the books and records of TransportCo or in the Financial Statements and are attributable to TransportCo, and (c) all assets and rights described in Part I-C of Exhibit A , in each case other than the Retained Assets. Part I-C of Exhibit A is a listing of the material TransportCo Assets.

“ Unit Consideration Amount ” means 50% of the Purchase Price.

“ Unitholder Rights Agreement ” means an agreement entered into at the Closing whereby the Retained Companies are granted rights to elect directors of Genesis GP under specified circumstances, substantially in the form of Exhibit C .

“ Units ” means a number of Common Units, determined by dividing the Unit Consideration Amount by $20.8036 and rounding such number up to the nearest whole number of Common Units representing limited partner interests in the Buyer.

“ Valuation Time ” means 11:59:59 p.m. (CST) on March 31, 2007.

“ WARN Act ” has the meaning set forth in Section 4(u)(iv) .

“ Year-End Financial Statements ” means, collectively, (A) an audited balance sheet, statement of income and members’ equity and statement of cash flows for DPP as of, and for the years ended December 31, 2005 and 2004, (B) an audited balance sheet, statement of income and stockholder’s equity and statement of cash flows for Davison Transport as of, and for the years ended December 31, 2005 and 2004, (C) an audited consolidated balance sheet, statement of income and members’ equity and statement of cash flows for Fuel Masters as of, and for the years ended December 31, 2005 and 2004, and (D) an unaudited combined income statement for the Companies as of, and for the year ended December 31, 2006, 2005 and 2004.

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2. Contribution and Sale .

(a) Contribution of Acquired Assets . Subject to the terms and conditions of this Agreement, each Seller agrees to contribute, convey and transfer (or cause to be contributed, conveyed and transferred) to the Buyer (or its designee), and the Buyer agrees to purchase (or cause its designee to purchase), all rights, title and interest in and to the Acquired Assets (including the Acquired Equity Interests, which in turn shall result in indirect ownership of the Subject Assets attributable to each such Acquired Company, respectively), free and clear of any Encumbrances other than any Permitted Encumbrances.

(b) Consideration and Allocation .

(i) In consideration for the contribution, conveyance and transfer of the Acquired Assets, the Buyer agrees, for the benefit of the Sellers, to pay the estimated Purchase Price, including paying in cash, by wire transfer of immediately available funds, an aggregate amount equal to the estimated Cash Consideration, and issuing the estimated Units, to DPP, who shall be responsible for allocating and distributing such payments among DPP, Davison Transport, TransportCo, Terminal and Sunshine. Buyer shall have no responsibility or liability hereunder for DPP’s allocation and distribution of the Purchase Price among the other Sellers.

(ii) The estimated Purchase Price (as adjusted pursuant to Section 2(f)) shall be allocated among the Subject Assets as set forth in Section 10(n) .

(iii) At the Closing, the Sellers shall direct the Buyer to remit, and the Buyer shall remit, a portion of the Purchase Price equal to the amount of the outstanding Bank Loan Balance and the Revolving Facilities Balance as of the Closing Date (in each case, including interest and fees, if any) directly to lenders (or their agent) thereunder on behalf of the Companies.

(c) The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana, 44 ^th Floor, Houston, Texas, commencing at 9:00 a.m., local time, on the third business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby has occurred (other than conditions with respect to actions each Party shall take at the Closing itself) or such other date as the Parties may mutually determine (the “ Closing Date ”).

(d) Sellers’ Deliveries at the Closing . At the Closing, the Sellers shall deliver to the Buyer:

(i) The Acquired Assets Assignments, duly executed by the Retained Companies.

(ii) Documentation evidencing the transfer of 100% of the Acquired Equity Interests of each of the Acquired Companies to Buyer;

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(iii) The Deeds duly executed by the appropriate Retained Companies.

(iv) The Employment Agreements, duly executed by the individuals listed on Schedule 1(h) .

(v) The Non-Competition Agreements, duly executed by the individuals listed on Schedule 1(i) .

(vi) The Registration Rights Agreement, duly executed by the Retained Companies.

(vii) The Unitholder Rights Agreement, duly executed by the Retained Companies.

(viii) The Security Agreement, duly executed by the Retained Companies.

(ix) The Release, duly executed by DPP.

(x) Certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Subject Assets for which a certificate of title or origin evidences title, and with respect to any applicable Subject Assets (other than in respect of vehicles or other equipment owned by the Acquired Companies), together with properly completed assignments of such vehicles or other equipment to the Buyer, duly executed by the Retained Companies.

(xi) Such other bills of sale, assignments and other instruments of transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Acquired Assets to the Buyer.

(xii) A release of all Encumbrances relating to indebtedness for borrowed money identified in Part II of Schedule 4(a)(i) , without any post-Closing liability or expense to the Companies, Business, Subject Business, Subject Assets, Acquired Companies or the Buyer, in form and substance reasonably acceptable to the Buyer.

(xiii) An Officer’s certificate for each Seller, in a form to be mutually agreed by Buyer and Sellers, duly executed by the President (or equivalent position) on behalf of such Seller.

(xiv) A Secretary’s certificate for each Seller, in a form to be mutually agreed by Buyer and Sellers, duly executed on behalf of such Seller.

(xv) An opinion of counsel reasonably acceptable to the Buyer, in a form reasonably satisfactory to Buyer.

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(xvi) An acknowledgement of acceptance of all terms and conditions of the Buyer’s partnership agreement, including a power of attorney, as provided in the Buyer’s partnership agreement, executed by each Retained Company.

(xvii) All other Transaction Agreements required to be delivered by Sellers, duly executed by or on behalf of the appropriate Seller or Sellers.

(e) Buyer Deliveries at the Closing . At the Closing, the Buyer shall deliver to the Sellers:

(i) The Employment Agreements, duly executed by the Buyer (or one of its designated Affiliates).

(ii) The Registration Rights Agreement, duly executed by the Buyer.

(iii) The Unitholder Rights Agreement, duly executed by each of the Buyer, Genesis GP and Denbury Gathering & Marketing, Inc.

(iv) The Security Agreement, duly executed by the Buyer.

(v) The Release, duly executed by the Buyer.

(vi) An opinion of counsel reasonably acceptable to the Sellers, in a form reasonably acceptable to Sellers.

(vii) All other Transaction Agreements required to be delivered by Buyer, duly executed by or on behalf of the Buyer.

(viii) Payment in cash of the estimated Cash Consideration.

(ix) Issuance of the estimated Units.

(f) Proposed Closing Statement and Post-Closing Adjustment .

(i) At least five (5) business days prior to the Closing Date, the Sellers, with the assistance of the Buyer, shall cause to be prepared and delivered to the Buyer a statement (the “ Proposed Closing Statement ”), setting forth: the Sellers’ reasonable good faith estimate, including reasonable detail, of the estimated Purchase Price and the components thereof, along with a schedule of the receivables, inventory and other categories at the Valuation Time and the Closing (each as appropriately adjusted for any distributions made in accordance with Section 5(o) ) reasonably requested by the Buyer constituting the current assets and current liabilities of the Companies and the Subject Assets or Assumed Obligations of the Companies in each case in reasonable detail indicating (x) the Product Inventory and Product Inventory Value Amount at the Valuation Time and the Closing and (y) receivables and payables as of the Valuation Time and the Closing (each as appropriately adjusted for any distributions made in accordance with Section 5(o) ) including an aging by amount and customer or vendor),

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estimated Adjusted Working Capital (each as appropriately adjusted for any distributions made in accordance with estimated Purchase Price Increases and Purchase Price Decreases and any other adjustments expressly provided by this Agreement).

(ii) In connection with the preparation of the Proposed Closing Statement, the Sellers shall also measure the inventory quantities in their control as of the Closing Date, and the Buyer’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, such measurement and to have reasonable access to documentation of inventory positions prepared by the Sellers.

(iii) As soon as practicable, but in any event no later than 45 days following the Closing Date, the Buyer, with the assistance of the Sellers, shall cause to be prepared and delivered to the Sellers a statement, including reasonable detail, of the estimated Purchase Price and the components thereof, a detailed schedule of the receivables, inventory and other categories at the Valuation Time and the Closing (each as appropriately adjusted for any distributions made in accordance with Section 5(o)) constituting the Subject Assets or Assumed Obligations, which schedule shall be, except to the extent not practicable, similar in all material respects in form and scope to that presented by Sellers in the Closing Statement and including schedules in reasonable detail (x) the Product Inventory and Product Inventory Value Amount at the Valuation Time and the Closing and (y) receivables and payables as of the Valuation Time and the Closing, including an aging by amount and customer or vendor), Adjusted Working Capital (each as appropriately adjusted for any distributions made in accordance with Section 5(o) ), Purchase Price Increases and Purchase Price Decreases and any other adjustments expressly provided in this Agreement (the “ Closing Statement ”).

(iv) Upon receipt of the Closing Statement, the Sellers and the Sellers’ independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as the Sellers may reasonably request in connection with its review of the Closing Statement. Within 30 days of receipt of the Closing Statement, the Sellers shall deliver to the Buyer a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If the Sellers do not raise objections within such period, then the Closing Statement shall become final and binding upon the Sellers. If the Sellers raise objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of the Law or other provisions of this Agreement) within 15 days after the Sellers’ delivery to Buyer of its written statement of obligations to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm mutually agreeable to the Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 30 days. The

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resolution of disputes by the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of such accounting firm shall be paid one-half by the Buyer and one-half by the Sellers. The Parties agree that any disputed item related to the application or interpretation of the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved by litigation among the Parties if the Parties are unable to resolve such disputed item through agreement.

(v) If the Purchase Price as set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay the Sellers the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as set forth on the Closing Statement, the Sellers shall pay to the Buyer (or its designee) the amount of such excess. Payments under this Section 2(f)(v) shall be made one-half in cash and one-half by the delivery of Units based on a value of $20.8036 per Unit. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Sellers, or to be paid by the Sellers to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2(f)(vi) at a mutually convenient time and place within five (5) business days after the later of acceptance of the Closing Statement or the resolution of the Buyer’s objections thereto pursuant to Section 2(f)(iv) .

(vi) Any cash payments pursuant to this Section 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Sellers, as the case may be, as may be designated by the Buyer or the Sellers, as the case may be. If any cash payment is being made after the fifth business day referred to in Section 2(f)(v) the amount of the cash payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the Prime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

(vii) The Sellers shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Buyer, and, if requested, to the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(f)(iv) .

(viii) Except as set forth in Section 2(f)(iv) , each Party shall bear its own expenses incurred in connection with the preparation and review of the Closing Statement.

(ix) The Parties acknowledge and agree that any inaccuracies omissions, mischaracterizations or similar errors contained in the Proposed

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Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Sections 9(b)(i) and 9(c)(i) .

(g) Assumed Obligations . On the Closing Date, the Buyer shall assume the Assumed Obligations.

3. Representations and Warranties Concerning the Transaction .

(a) Representations and Warranties Concerning the Buyer . The Buyer hereby represents and warrants to the Sellers that the following statements contained in this Section 3(a) are true and correct.

(i) Organization and Good Standing . The Buyer is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware and is in good standing under the Laws of each other jurisdiction that requires qualification, except where the failure to be so qualified or in good standing would not adversely affect or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement and any other Transaction Agreement to which the Buyer is a party and would not have a Buyer Material Adverse Effect. Buyer has furnished to Sellers a true and correct copy of Buyer’s Organizational Documents, as amended to date, and Buyer is not in breach of any provision of such Organizational Documents

(ii) Authorization of Transaction .

(A) The Buyer has full power and authority (including full entity power and authority) to execute and deliver each Transaction Agreement to which the Buyer is a party and to perform its obligations thereunder. Each Transaction Agreement to which the Buyer is a party constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except for filings required to be made under the HSR Act and applicable securities Laws, the Buyer does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person in order to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which the Buyer is a party.

(B) All Units, and the limited partner interests represented thereby, have been duly authorized and when issued, will be validly issued in accordance with the Buyer’s limited partnership agreement and DRULPA and will be fully paid (to the extent required under the partnership agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of DRULPA).

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(iii) Noncontravention . Except as set forth on Schedule 3(a)(iii) , neither the execution and delivery of any Transaction Agreement to which the Buyer is a party, nor the consummation of any of the transactions contemplated thereby, shall, (A) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer is subject or any provision of Buyer’s Organizational Documents or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which the Buyer is bound or to which any of the Buyer’s assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance would not, individually or in the aggregate, (x) delay or materially affect the ability of the Buyer to consummate the transactions contemplated by such Transaction Agreement or (y) result in a Buyer Material Adverse Effect.

(iv) Brokers’ Fees . The Buyer has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which any Seller will have any Obligation.

(v) Title to and Condition of Assets .

(A) Each of the Buyer and its Subsidiaries has good and indefeasible title to all of its owned assets, and a valid leasehold interest in all of its leased assets, in each case free and clear of all Encumbrances, except for (A) Permitted Encumbrances, (B) Encumbrances disclosed in its SEC Reports and (C) Encumbrances that would not, individually or in the aggregate, have a Buyer Material Adverse Effect.

(B) Except as set forth in the Buyer’s SEC Reports, to Buyer’s knowledge, the Buyer’s (including its Subsidiaries’) material assets, whether owned or leased, are in good operating condition and repair (normal wear and tear excepted), are free from defects, are suitable for the purposes for which they are currently used and are not in need of maintenance or repair except for ordinary routine maintenance and repairs and except for regularly scheduled overhauls of trucks and other equipment from time to time.

(vi) Capitalization . As of the date of this Agreement, the capitalization of the Buyer is as follows: Genesis GP owns all of the Buyer’s 2% general partner interest, 7.4% of the issued and outstanding Common Units of the Buyer and a 0.01% in Genesis Crude Oil, L.P. and a non-economic general partner interest in certain other Subsidiaries of the Buyer, and the “public” owns approximately 92.6% of the Buyer’s Common Units.

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(vii) Subsidiaries . As of the date of this Agreement, the Buyer has no material Subsidiaries that are not listed in its SEC Reports.

(viii) Damage, Casualty, Etc . Since December 31, 2006, there has been no material event, circumstance or occurrence that would, individually or in the aggregate, require disclosure in the Buyer’s SEC Reports and has not been so disclosed.

(ix) Legal Compliance . Except as disclosed in the Buyer’s SEC Reports, the Buyer has complied with all applicable Laws of all Governmental Authorities, except where failure to comply would not, individually or in the aggregate, result in a Buyer Material Adverse Effect.

(x) Tax Matters . Except to the extent it is disclosed in the Buyer’s SEC Reports:

(A) The Buyer has (A) duly filed or caused to be filed all Tax Returns (or appropriate extensions) required to be filed by or with respect to the Buyer or with respect to its assets or operations with the Internal Revenue Service or other applicable taxing authority, (B) paid, or adequately reserved against, all Taxes due or claimed due by a taxing authority from or with respect to the Buyer or its assets or operations and (C) made all deposits required with respect to Taxes.

(B) There has been no issue raised or adjustment proposed (and none is pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Returns relating to the assets or operations of the Buyer, and no waiver or extension of any statute of limitations as to any federal, state, local or foreign tax matter relating to the assets or operations of the Buyer has been given by or requested from Buyer with respect to any Tax year.

(C) Buyer has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor or creditor of the Buyer, or other third party, and all forms (including but not limited to forms W-2 and 1099) required with respect thereto have been properly completed and timely filed.

(xi) Contracts and Commitments . Schedule 3(a)(xi) includes a list as of the date of this Agreement of each contract and agreement to which the Buyer or any of the Buyer’s Subsidiaries is subject that was required to be included as an exhibit to the Buyer Annual Report on Form 10-K for the year ended December 31, 2006 pursuant to the rules and regulations of the Securities and Exchange Commission. Except as set forth in the SEC Reports or on Schedule 3(a)(xi) with respect to each such listed contract and each such contract that is or will be required to be included as an exhibit to or described in any report on Form 10-Q or 8-K for any period ending after December 31, 2006 and before the Closing

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Date pursuant to the rules and regulations of the Securities and Exchange Commission (collectively, the “ Buyer Contracts ”): (1) each Buyer Contract is enforceable in all material respects, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ right generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (2) each Buyer Contract will continue to be so enforceable on terms identical to those contemplated in (1) above following the consummation of the Transaction Agreements (except for those that expire at the end of their term, without regard to the Transaction Agreements); (3) the Buyer is not (and, to the Buyer’s Knowledge, no applicable counter-party thereto is) in breach or default of such contract, and no event has occurred that, with notice or lapse of time, would constitute a breach or default under such Buyer Contract; and (4) to the Buyer’s Knowledge, no party to any Buyer Contract has repudiated any provision of such contract.

(xii) Permits . Except to the extent it is disclosed in the Buyer’s SEC Reports, the Buyer and each of the Buyer’s Subsidiaries holds all permits, licenses, variances, exemptions, orders, approvals and similar authorizations of all Governmental Authorities necessary or appropriate for the lawful operation of its respective business, consistent in all material respects with the past practices of the Buyer, except for those the absence of which, individually or in the aggregate, would not result in a Buyer Material Adverse Effect.

(xiii) Litigation . Except to the extent it is disclosed in the Buyer’s SEC Reports, the Buyer is neither (i) subject to any outstanding injunction, judgment, order, decree, ruling or charge nor (ii) is the subject of any action, suit, proceeding, hearing or investigation of, in or before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction, or is the subject of any pending or, to the Buyer’s Knowledge, threatened claim, demand or notice of violation or liability from any Person, except in the case of (i) and (ii) above those which, individually or in the aggregate, have not had, or could reasonably be expected not to have a Buyer Material Adverse Effect.

(xiv) Environmental Matters . Except to the extent it is disclosed in the Buyer’s SEC Reports or as set forth in Schedule 3(a)(xiv) :

(A) Except to the extent non-compliance would not or could not, individually or in the aggregate, reasonably be expected to constitute a Buyer Material Adverse Effect, the Buyer has been in compliance with all applicable Environmental, Health and Safety Requirements.

(B) Except to the extent non-compliance would not or could not, individually or in the aggregate, reasonably be expected to constitute a Buyer Material Adverse Effect, the Buyer has obtained, or has timely sought to renew (and has no Knowledge of why such renewal may not occur), all Permits, licenses, franchises, authorities, consents, registrations, orders, certificates,

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waivers, exceptions, variances and approvals and has made all filings, paid all fees and maintained all material information, documentation and records, as necessary under applicable Environmental, Health, and Safety Requirements for operating its business (as historically and currently operated), and all such Permits, licenses, franchises, authorities, consents, approvals and filings remain in full force and effect.

(C) There are no pending or, to the Knowledge of Buyer, threatened claims, demands, actions, administrative proceedings or lawsuits against Buyer or its Subsidiaries under any Environmental, Health, and Safety Requirements with respect to its business and it has not received notice of any of the foregoing and Buyer is not subject to any outstanding injunction, judgment, order, decree or ruling under any Environmental, Health, and Safety Requirements.

(D) The Buyer has not received any written notice that Buyer or any of its Subsidiaries, is or may be a potentially responsible party under any Environmental Law or any analogous state law in connection with any site actually or allegedly containing or used for the treatment, storage or disposal of Hazardous Substances.

(E) Since January 2000, all Hazardous Substances generated, transported, handled, stored, treated or disposed by, in connection with or as a result of the operation or possession of the Buyer or the conduct of the Buyer, have been transported only by carriers maintaining valid authorizations under applicable Environmental Health, and Safety Requirements and treated, stored, disposed of or otherwise handled only at facilities maintaining valid authorizations under applicable Environmental Health, and Safety Requirements and, to the Knowledge of Buyer, such carriers and facilities have been and are operating in compliance with such authorizations and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority or other Person in connection with any of the Environmental Health, and Safety Requirements.

(xv) SEC Reports . Since December 31, 2006, (i) the Buyer has timely made all filings required to be made by the Securities Act and the Securities Exchange Act (“ SEC Reports ”), (ii) all filings by the Buyer with the SEC, at the time filed (in the case of documents filed pursuant to the Securities Exchange Act) or when declared effective by the SEC (in the case of registration statements filed under the Securities Act) complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act and the rules and regulations of the SEC thereunder, (iii) no such filing, at the time described above, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (iv) all financial statements contained or incorporated by reference therein, complied as to form when filed in all material respects with the

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rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for pro forma financial statements and as may be indicated therein in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments), and fairly present in all material respects the financial condition and results of operations of the Buyer and the Buyer’s Subsidiaries at and as of the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date of this Agreement, the Buyer meets the conditions for use of a registration statement on Form S-3.

(xvi) Availability of Funds . The Buyer has, or will have, as of the Closing Date, sufficient funds with which to pay the Purchase Price and consummate the transactions contemplated by this Agreement. The Parties acknowledge and agree that, although the Buyer must obtain consent from its lenders or alternative financing sources to finance the Closing, the ability of the Buyer to consummate the transactions contemplated by this Agreement is not subject to any condition or contingency with respect to financing.

(xvii) Public Utility . None of the Buyer or any of the Buyer’s Subsidiaries is a “public utility company,” “holding company” or “subsidiary” or “affiliate” of a holding company as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.

(xviii) Investment Company . None of the Buyer or any of the Buyer’s Subsidiaries is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xix) Independent Accountants . Deloitte & Touche LLP, who have certified certain financial statements of the Buyer contained in the SEC Reports are independent public accountants as required by the Securities Act and the applicable published rules and regulations thereunder.

(b) Representations and Warranties Concerning the Sellers . Each Seller hereby represents and warrants, jointly and severally, to the Buyer that the following statements contained in this Section 3(b) are true and correct.

(i) Organization and Good Standing of Sellers . Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization. Each of the Sellers is duly qualified and in good standing under the Laws of each other jurisdiction that requires qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Seller Material Adverse Effect. Each of the Sellers has full power and authority to carry on the business in which it is engaged, and to own and use the properties owned and used by it. The Sellers have delivered to the

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Buyer correct and complete copies of each of the Sellers’ Organizational Documents, as amended to date. None of the Sellers is in breach of any provision of its Organizational Documents. There is no pending or, to Sellers’ Knowledge, threatened action (or, to Sellers’ Knowledge, basis therefor) the dissolution, liquidation, insolvency or rehabilitation of any of the Sellers.

(ii) Authorization of Transaction . Each Transaction Agreement to which a Seller is a party constitutes the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each of the Sellers has received the unanimous approval of its stockholders or members, as the case may be, of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Except as set forth on Schedule 3(b)(ii) , no Seller, as applicable, needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which any Seller, as applicable, is a party.

(iii) Noncontravention . Neither the execution and delivery of any Transaction Agreement to which a Seller is a party, nor the consummation of any of the transactions contemplated thereby, shall, except as set forth on Schedule 3(b)(iii) , (A) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which such Seller is subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under any agreement, contract, lease, license, instrument or other arrangement to which such Seller is a party, or by which such Seller is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance would not (x) delay or materially affect the ability of any Seller to consummate the transactions contemplated by such Transaction Agreement or (y) result in a Seller Material Adverse Effect.

(iv) Brokers’ Fees . No Seller has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Buyer or any Acquired Company will have any Obligation.

(v) Independent Investigation . The Sellers have each conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Buyer, which investigation, review and analysis was done by each Seller and its Affiliates and, to the extent the Sellers deemed necessary or appropriate, by the Sellers’ representatives.

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(vi) Investment Intent; Investment Experience; Restricted Securities . In acquiring the Units, no Seller is offering or selling, and shall not offer or sell the Units, for the Buyer in connection with any distribution of any of the Units, and no Seller has a participation or is participating in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities laws. Each Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Units, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Units. Each Seller is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Each Seller understands that, when issued