Exhibit 10.1
MEMBERSHIP UNITS PURCHASE AND
ASSIGNMENT AGREEMENT
THIS MEMBERSHIP UNITS PURCHASE AND
ASSIGNMENT AGREEMENT is made effective as of the 24
th
day of September, 2004,
by and between BRUCE C. GOTTWALD and FLOYD D. GOTTWALD, JR.
(individually, a “Seller” and collectively, the
“Sellers”), NEWMARKET SERVICES CORPORATION, a Virginia
corporation (the “Purchaser”), and for the sole purpose
of agreeing to the provisions of Section 4, OLD TOWN LLC, a
Virginia limited liability company (the
“Company”).
RECITALS
:
A. Each of the Sellers owns (i) 100
voting membership units and (ii) 4,900 non-voting membership units
in the Company.
B. The Sellers wish to transfer and
assign, and the Purchaser wishes to purchase, all of the voting and
non-voting membership units in the Company owned by the Sellers
(collectively, the “Membership Units”), on the terms,
and subject to the conditions, set forth in this
Agreement.
AGREEMENT
:
NOW, THEREFORE, in consideration of
the premises, the mutual promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as
follows:
1. Purchase of the Membership
Units . Subject to the terms and conditions of this Agreement,
each Seller hereby transfers, assigns and delivers to the Purchaser
all of the Membership Units owned by such Seller, and the Purchaser
hereby accepts such transfer. As a result of the transfer provided
for in this Section 1, neither Seller shall have any further rights
or interest in the Company or any assets of the Company.
2. Consideration for the
Membership Units . In exchange for the Membership
Units,
the Purchaser shall pay to the Sellers the sum
of Three Million Three Hundred Twenty-Two Thousand Five Hundred and
00/100 Dollars ($3,322,500) (the “Purchase Price”) upon
the execution of this Agreement. The Purchase Price shall be paid
to the Sellers by check or by wire transfer of immediately
available funds, and it shall be allocated equally between the
Sellers.
3. Representations of the
Sellers . The Sellers hereby represent and warrant to the
Purchaser and the Company that:
(a) Each Seller has exclusive, sole,
full and complete right, title and interest in the Membership Units
owned by him, free and clear of any and all liens, charges,
encumbrances or claims of any nature.
(b) Each Seller has the full power
and authority to enter into this Agreement and to consummate the
transactions contemplated hereby.
(c) The Membership Units constitute
all of the outstanding units or interests in the Company, and there
are no options, warrants or other rights outstanding to acquire any
units or interests in the Company.
(d) To the Sellers’
