REDEMPTION
AGREEMENT
This REDEMPTION AGREEMENT (this
"Agreement") is made and entered into on the 4th day of September
2009, by and between Safeland Storage, L.L.C., a Louisiana limited
liability company (the "Company"), and Blackwater Midstream Corp.,
a Nevada corporation ("Seller").
WITNESSETH:
WHEREAS, the Seller is the record and beneficial
owner of 70,000 Class A Units of the Company (the "Transferred
Units");
WHEREAS, the Company desires to
redeem, and the Seller desires to sell, the Transferred Units, at
the price and subject to the terms and conditions set forth herein;
and
NOW, THEREFORE, in consideration of
the mutual agreements and covenants hereinafter set forth, and for
other good and valuable consideration, the receipt, sufficiency,
and adequacy of which are hereby acknowledged, and with the
foregoing recitals incorporated herein, the parties hereby agree as
follows:
ARTICLE 1
REDEMPTION AND SALE OF
TRANSFERRED UNITS
Section 1.1 Redemption and
Sale. Subject to the
terms and conditions of this Agreement, Seller hereby sells,
conveys, assigns, transfers and delivers to the Company, and the
Company hereby purchases, acquires, redeems and accepts the
Transferred Units from Seller, free and clear of all liens, claims,
pledges, encumbrances and adverse rights or interests whatsoever
(collectively, "Encumbrances"), except for those transfer
restrictions contained in the Amended and Restated Operating
Agreement of the Company dated June 26, 2008 (the "Operating
Agreement").
Section 1.2 Purchase
Price. The
consideration for the Transferred Units shall be $325,000 (the
"Purchase Price").
Section 13
Closing. The
closing of the sale and purchase of the Transferred Units
contemplated hereby (the "Closing") shall take place
contemporaneously with the execution and delivery of this Agreement
at the offices of the Company's counsel, located at 8555 United
Plaza Boulevard, Suite 500, Baton Rouge, Louisiana, 70809, or such
other place as the parties may agree.
Section 1.4 Deliveries at the
Closing. At the
Closing:
(a) The Company shall deliver or cause to be
delivered to Seller:
(i) The Purchase Price in immediately available
funds by wire transfer to the account previously designated by
Seller in writing; and
(ii) a true, correct and complete copy of resolutions
duly adopted by the Board of Managers and all of the members (other
than Seller) of the Company, authorizing and approving the
transactions contemplated hereby, certified by the Company's
Chairman of the Board of Managers, which resolutions have not been
amended, modified or rescinded, are in full force and effect in the
form adopted and are the only resolutions adopted by the Board of
Managers and members of the Company relating to the transactions
contemplated hereby.
(b) Seller shall deliver to the
Company:
(i) certificates evidencing the Transferred Units
owned by Seller, duly endorsed in blank or accompanied by a duly
executed unit power; and
(ii) a true, correct and complete copy of resolutions
duly adopted by the Board of Directors of Seller, authorizing and
approving the transactions contemplated hereby, certified by
Seller's Secretary, which resolutions have not been amended,
modified or rescinded, are in full force and effect in the form
adopted and are the only resolutions adopted by the Board of
Directors of Seller relating to the transactions contemplated
hereby.
ARTICLE
2
REPRESENTATIONS AND
WARRANTIES
Section 2.1 Representations and Warranties of
Seller. Seller represents and warrants to the Company as
follows:
(a) Authority and
Enforceability. Seller has all necessary power and authority to
execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by Seller and constitutes a valid and
legally binding obligation of Seller, enforceable against Seller in
accordance with its terms.
(b) No
Conflicts. Neither
the execution and delivery of this Agreement by Seller, nor the
consummation by Seller of the transactions contemplated hereby,
conflict with or result in a breach or default under the articles
of incorporation or bylaws of Seller, or any loan, note or other
agreement or obligation to which Seller is a party or otherwise
bound or subject, or any law, rule or regulation of any
governmental agency or authority applicable to Seller or the
transactions contemplated hereby.
(c) No Consent.
No consent or
approval of any third party is required in connection with the
execution and delivery of this Agreement by Seller or the
consummation by Seller of the transactions contemplated
hereby.
(d) Ownership.
Seller is the
lawful record and beneficial owner and has good and marketable
title to the Transferred Units, free and clear of all
Encumbrances. The delivery to the Company of the Transferred Units
pursuant to this Agreement will transfer to the Company valid legal
and beneficial title to the Transferred Units, free and clear of
all Transfer Restrictions.
(e) No
Litigation. There is
no act
