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MEMBERSHIP INTEREST REDEMPTION AGREEMENT
This Membership Interest Redemption Agreement (the
“Agreement”) is entered into and shall be effective as
of December 15, 2008 (the “Effective Date”), by and
between, U.S. BioFuels Exchange, LLC, a Colorado limited liability
company (the “Company”) and Diamond I, Inc., a Delaware
corporation (hereinafter as “DMOI”). DMOI and the
Company are sometimes referred to individually as a
“Party” and collectively as the
“Parties.”
INTRODUCTION Whereas, DMOI holds 600 Interests as
defined in the Operating Agreement of the Company; and
Whereas, the Parties have agreed that a portion of DMOI’s
right, title, and interest in the Company shall be redeemed by the
Company as set forth herein; and Whereas, the Parties have
agreed that after giving effect to the additional Interests to be
issued as of the Effective Date by the Company as authorized by the
Board of Directors on December 11, 2008, DMOI’s Sharing Ratio
shall be equal to no less 14% immediately after the Company redeems
a portion of DMOI’s Interests as set forth in this Agreement;
and Whereas, DMOI has made capital contributions to the
Company in the form of the issuance of DMOI stock to Shaji Parol
for the payment of services to develop certain intellectual
property owned by the Company; and Whereas, the Parties want
to clarify each Party’s respective rights and ownership
interests in the intellectual and other intangible property
developed for and on behalf of the Company; and Now
therefore, based on the foregoing, and in consideration of the
mutual agreements, covenants, and conditions contained herein, and
for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties hereby agree as
follows: SECTION 1. Redemption. DMOI hereby sells, assigns,
and transfers 438 of its Interests (the “Redeemed
Interest”) to the Company as of the Effective Date. The
Parties agree that as of the close of business on the Effective
Date that the Interests issued and the Sharing Ratios of the
Company shall be as set forth in Exhibit A, which is attached
hereto and incorporated by reference. SECTION 2.
Consideration for Redeemed Interest. In consideration for the
redemption of the Redeemed Interest, the Company has distributed to
DMOI cash in the amount of $30,000. The consideration provided for
in this Section 2. is the total consideration payable by the
Company to DMOI for the Redeemed Interest. SECTION 3.
Intellectual Property. DMOI hereby waives and releases any and all
claims it may have to the intellectual and other intangible
property developed for and on behalf of the Company, including, but
not limited to, all property developed as a result on the services
performed by Shaji Parol and James Kaufman. To the extent that DMOI
has any ownership interests or rights in the property described in
the preceding sentence, DMOI hereby assigns, transfers, grants and
conveys such ownership interests and rights to the Company.
SECTION 4. Tax Matters. The Parties agree that: (a)
DMOI’s distributive share of the Company’s income,
gain, loss, and deduction for the taxable year of the Company that
includes the Effective Date shall be determined on the basis of an
interim closing of the books of the Company as of the close of
business on the December 14, 2008, and shall not be based upon a
proration of such items for the entire taxable year. DMOI shall not
be allocated a distributive share of any Company items for any
subsequent year except to the extent such allocations are required
by or are consistent with the provisions of this Agreement.
(b) The
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