ex10_45.htm


    
      
        

      
Exhibit 10.45


      RESTRICTED
UNIT AGREEMENT

       

      This RESTRICTED UNIT AGREEMENT
(this “Agreement”)
is made as of February 5, 2010 (the “Effective
Date”), between GENESIS
ENERGY, LLC, a Delaware limited liability company (the “Company”),
and Steve Nathanson, (the “Principal”).  Capitalized
terms used in this Agreement but not defined in the body hereof are defined in
Exhibit
A.

       

      WHEREAS, the Amended and
Restated Limited Liability Company Agreement of the Company (as amended from
time to time, the “LLC
Agreement”) authorizes the issuance by the Company of Series B-1 Units;
and

       

      WHEREAS, the Company desires
to issue to the Principal on the terms and conditions hereinafter set forth, and
the Principal desires to accept on such terms and conditions, the number of
Series B-1 Units specified herein.

       

      NOW, THEREFORE, in
consideration of the mutual promises, covenants and obligations contained herein
and other good and valuable consideration, the Company and the Principal agree
as follows:

       

      
        1.   Issuance of
Units.  The
Company hereby issues 200 Series B-1 Units (the “Series B-1
Units”) to the Principal which shall vest in accordance with the
provisions of Section
4 below.  The Threshold Value for each Series B-1 Unit shall be
equal to zero.  The Series B-1 Units are intended to constitute
“profits interests” within the meaning of Revenue Procedures 93-27 and
2001-43.

      

       

      2.           Terms of
Issuance.

       

      (a)           As
an inducement to the Company to enter into this Agreement, concurrently with the
execution and delivery of this Agreement, the Principal is entering into a
Waiver Agreement, under which the Principal is accepting as consideration the
grant of Series B-1 Units issued hereunder and agreeing to enter
into an amended and restated employment agreement (the “Employment
Agreement”) with the Company, subject to the Company’s compensation
committee’s approval, and if necessary, the Board’s approval, of the terms of
such Employment Agreement.

       

      (b)           The
Principal acknowledges and agrees that no provision contained in this Agreement
shall entitle the Principal to remain in the employment of the
Company.

       

      (c)           The
Principal acknowledges and agrees that, except as provided in the LLC Agreement,
the Company has no duty or obligation to disclose to the Principal, and the
Principal shall have no right to be advised of, any information regarding the
Company in connection with the forfeiture or redemption of the Series B-1 Units
pursuant to the terms and conditions of this Agreement.

       

      (d)           The
Principal acknowledges and agrees that the Series B-1 Units are a designated
series of the Series B Units authorized and issued pursuant to the LLC Agreement
and subject to all of the restrictions applicable to Series B-1 Units as set
forth in the LLC Agreement and in this Agreement.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      3.           Unvested Series B-1
Units.  Except
as provided in Section
4 below, all Series B-1 Units shall initially be deemed “Unvested Series
B-1 Units” under the LLC Agreement (“Unvested
Units”), shall be subject to all of the restrictions on Series B-1 Units
contained in the LLC Agreement and, to the extent the LLC Agreement
distinguishes between Vested Series B-1 Units and Unvested Series B-1 Units,
shall carry only such rights as are conferred on Unvested Series B-1 Units under
the LLC Agreement.

       

      4.           Vesting of Series B-1
Units.

       

      (a)           Subject
to Section
4(g), if the Principal is, and has been, continuously employed by the
Company from the date of this Agreement through the first anniversary date of
the Effective Date, then on such anniversary date twenty-five percent (25%) of
the Series B-1 Units will be “Vested Series B
Units” under the LLC Agreement (“Vested
Units”).  Vested Units shall no longer be deemed Unvested
Series B-1 Units, shall no longer be subject to the restrictions on Unvested
Series B Units (but shall remain subject to the restrictions on the Series B
Units in general) under the LLC Agreement and, to the extent the LLC Agreement
distinguishes between Vested Series B-1 Units and Unvested Series B-1 Units,
shall carry all of the rights conferred on Vested Series B-1 Units under the LLC
Agreement.

       

      (b)           Subject
to Section
4(g), if Principal is, and has been, continuously employed by the Company
from the date of this Agreement through the second anniversary date of the
Effective Date, then on such anniversary date thirty-three and one-third percent
(33 1/3%) of the remaining Unvested Units will become Vested Units (which, for
the sake of clarity, will constitute one-fourth of the total number of original
Series B-1 Units).

       

      (c)           Subject
to Section
4(g), if Principal is, and has been, continuously employed by the Company
from the date of this Agreement through the third anniversary date of the
Effective Date, then on such anniversary date fifty percent (50%) of the
remaining Unvested Units will become Vested Units (which, for the sake of
clarity, will constitute one-fourth of the total number of original Series B-1
Units).

       

      (d)           Subject
to Section
4(g), if Principal is, and has been, continuously employed by the Company
from the date of this Agreement through the fourth anniversary date of the
Effective Date, then on such anniversary date the remaining Unvested Units will
become Vested Units.

       

      (e)           Following
consummation by the Company of a Qualified Public Offering, all shares of common
stock of the IPO corporate issuer issued in respect of any Unvested Units issued
pursuant hereto shall continue to be subject to vesting in accordance with Section 4(a) through
Section 4(d)
hereto.

       

      (f)           In
the event of the consummation of a sale or business combination that results in
a Change of Control or upon the occurrence of a Sale of the Business, all Series
B-1 Units that shall not have previously become Vested Units shall become Vested
Units as of the consummation of such Change of Control or Sale of the Business;
provided, that the
Principal has been continuously employed by the Company from the date of this
Agreement until the consummation of such Change of Control or Sale of the
Business.


      
        
           


        

        
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      (g)           Notwithstanding
the foregoing Sections
4(a)-(d); if Principal’s employment with the Company is terminated as a
result of death or Disability at any time prior to an anniversary of the
Effective Date, the percentage of the Unvested Units that would have vested but
for the Principal’s death or Disability on such anniversary date of the
Effective Date will become Vested Units on such date of death or Disability, and
the remaining Unvested Units shall be forfeited, for no consideration, as
provided in Section
5(b)(i).

       

      5.           Forfeiture of and Right to
Purchase Series B-1 Units.

       

      (a)           If
the Principal’s employment with the Company is terminated by the Company for
Cause or the Principal terminates his employment with the Company without Good
Reason, then the Principal, and any other Person who shall be the holder of any
of the Series B-1 Units on the date of such termination or resignation, shall
forfeit to the Company all of such Series B-1 Units (including any Vested Units
and any Unvested Units) and all rights arising from such Units, and no
consideration shall be paid in respect of such Units.

       

      (b)           If
the Principal’s employment with the Company is terminated without Cause, by
reason of the Principal’s death or Disability or by the Principal for Good
Reason, then:

       

      (i)           subject
to Section
4(g), the Principal, and any other Person who shall be the holder of any
of the Series B-1 Units on the date of such termination or resignation, shall
forfeit to the Company all of the Unvested Units and all rights arising from
such Unvested Units and no consideration shall be paid in respect of such
Units;

       

      (ii)           the
Company shall have the right to redeem, in accordance with Section 6 below, any
or all of the Principal’s Vested Units at a redemption price equal to the Fair
Market Value of such Units;

       

      (c)           The
forfeitures of Units subject to the terms and conditions of this Section 5 shall
occur immediately and without further action of the Company except with respect
to death or Disability as provided below, the Principal or any other Person upon
the termination, resignation, death, Disability or breach giving rise thereto
(the date of such termination, resignation, death, Disability or breach being
the “Trigger
Date”).  The Company’s right to redeem or purchase Vested Units
pursuant to Section
5 shall apply to all Units, whether then held by the Principal or any
other Person to whom the Principal may have transferred such Units in accordance
with the LLC Agreement.


      
        
           


        

        
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      6.           Procedure for
Redemption/Purchase of Vested Units.

       

      (a)           Within
ninety days of the Trigger Date, the Board shall provide the Principal, the
Principal’s legal representative or guardian, or the executor of the Principal’s
estate (as applicable, the “Representative”),
with written notice of its determination of the fair market value, as of the
date of termination, of the Vested Units that are subject to redemption under
Section 5 (the
“Purchase
Price”), together with a non-binding estimate of the number of Vested
Units that the Company anticipates it will redeem and a worksheet showing in
reasonable detail its determination of the Purchase Price.  In each
case, “fair market value” shall equal the amount that would be distributed with
respect to such Vested Units if the assets of the Company were sold for their
Fair Market Value as of such date of termination and there was a hypothetical
complete liquidation of the Company and the proceeds were distributed, after
payment or other satisfaction of all liabilities and other obligations of the
Company, by the Company pursuant to Section 6.1 of the LLC
Agreement.  The Representative shall have the right to dispute in
writing the Board’s determination of the Purchase Price within thirty days
following receipt of the Board’s determination (the “Notice
Period”).  If the Company has not received written notice of
such a dispute within the Notice Period, the Purchase Price as determined by the
Board shall be deemed to be the final Purchase Price.  If the Company
has received written notice of such a dispute within the Notice Period, then the
Company and the Representative shall, for an additional thirty days following
receipt of such written notice of dispute (such additional thirty-day period,
the “Resolution
Period”), attempt to reach agreement on the Purchase Price.  If
no resolution of this dispute is finalized within the Resolution Period, the
Board’s determination of the Purchase Price shall be submitted for review and
final determination by an independent valuation firm (the “Independent
Valuation Firm”) selected by the Board.  The Independent
Valuation Firm shall review all relevant data, including any necessary books and
records of the Company, to determine the changes to the Purchase Price
calculation, if any, necessary to resolve only the disputed items or
amounts.  The determination by the Independent Valuation Firm shall be
made as promptly as practical, but in no event beyond thirty days from its
engagement, and shall be final and binding.  If the final Purchase
Price as determined by the Independent Valuation Firm is ten percent or more
lower than the Purchase Price as determined by the Board, the costs of the
Independent Valuation Firm shall be borne by the Representative.  If
the final Purchase Price as determined by the Independent Valuation Firm is ten
percent or more higher than the Purchase Price as determined by the Board, the
costs of the Independent Valuation Firm shall be borne by the
Company.  If the final Purchase Price as determined by the Independent
Valuation Firm is any other amount, the costs of the Independent Valuation Firm
shall be borne fifty percent by the Company and fifty percent by the
Representative.

       

      (b)           Following
the final determination of the Purchase Price as provided above, the Company
shall give written notice to the Representative of the number of Vested Units
that are subject to redemption pursuant to Section 5 (the “Subject
Units”), and the final Purchase Price.  The date that such
notice is received by the Representative shall constitute the “Purchase Notice
Date.”

       

      (c)           In
the event the Company elects to redeem any or all of the Subject Units pursuant
to Section
5(b)(ii), the Company shall set a reasonable place and time for the
closing of the redemption of such Subject Units, which shall be not less than
fifteen days nor more than forty-five days after the Purchase Notice
Date.

       

      (d)           Any
payment of the Purchase Price for any Subject Units by the Company shall be made
in the form of cash or a Company check, payable to the Representative; provided, however, that any
such payment by the Company may be made, at the option of the Board, in the form
of an unsecured promissory note issued by the Company to the Representative with
a term of two (2) years, interest accruing at a rate of eight percent (8.0%) per
annum, compounded annually, with quarterly principal payments and interest due
and payable quarterly in arrears.  Any such note shall contain
restrictions on the holder’s ability to pledge, borrow against or collateralize
such note and shall contain customary subordination provisions for the benefit
of the Company’s lenders.  Upon payment of such Purchase Price by the
Company (or issuance of the promissory note described in this Section 6(d)), such
Subject Units shall automatically be cancelled without further action by the
Company, the Principal or any other Person.

       


      
        
           


        

        
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      (e)           The
Representative shall execute and deliver all documentation and agreements
reasonably requested by the Company to reflect a purchase/redemption of the
Subject Units pursuant to this Agreement, but neither the failure of the
Representative to execute or deliver any such documentation, nor the failure of
the Representative to deposit the Company’s check, shall affect the validity of
a purchase/redemption of the Subject Units pursuant to this
Agreement.

       

      (f)           In
connection with any purchase/redemption of the Subject Units hereunder, the
Representative shall not be required to make any representations, warranties or
indemnities, other than customary representations, warranties and indemnities
concerning a) the Representative’s valid ownership of the Subject Units, free of
all liens and encumbrances (excluding those arising under applicable securities
laws and any arising under the LLC Agreement), b) the Representative’s
authority, power and right to enter into and consummate the sale of any Subject
Units without violating any other agreement to which the Representative is a
party or by which his assets are bound, and c) compliance with applicable
laws.

       

      7.           Representations and
Warranties of the Principal.  The
Principal represents and warrants to the Company as follows:

       

      (a)           All
of the representations and warranties made by the Principal pursuant to Article
IV of the LLC Agreement are true and correct as of the date hereof.

       

      (b)           This
Agreement constitutes the legal, valid and binding obligation of the Principal,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by the Principal does not and will not conflict
with, violate or cause a breach of any agreement, contract or instrument to
which the Principal is a party or any judgment, order or decree to which the
Principal is subject.

       

      (c)           The
Principal believes that he has received all the information he considers
necessary in connection with his execution of this Agreement, and the Principal
has had an opportunity to ask questions and receive answers from the Company and
from counsel regarding the terms, conditions and limitations set forth in this
Agreement and the business, properties, prospects and financial condition of the
Company and its subsidiaries and to obtain additional information (to the extent
the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of any information furnished
to the Principal or to which the Principal had access.

       

      8.           Withholding; 83(b)
Election.  To
the extent that the receipt of the Series B-1 Units, the vesting of the Series
B-1 Units, or the execution of this Agreement results in compensation income or
wages from the Company to the Principal for federal, state or local tax
purposes, the Principal shall deliver to the Company at the time of such
receipt, lapse or execution, as the case may be, such amount of money as the
Company may require to meet its minimum obligation under applicable tax laws or
regulations, and if the Principal fails to do so, the Company is authorized to
withhold from any cash or Unit remuneration (including withholding any Vested
Units distributable to the Principal under this Agreement) then or thereafter
payable to the Principal any tax required to be withheld by reason of such
resulting compensation income or wages.  Within thirty (30) days after
the date of the issuance of the Series B-1 Units, the Principal shall make an
election authorized by section 83(b) of the Code with respect to the Series B-1
Units and the Principal shall submit to the Company a copy of the statement
filed by the Principal to make such election.  The form of such
election shall be in the form attached as Exhibit
B.


      
        
           


        

        
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      9.           General
Provisions.

       

      (a)           Notices. For purposes of this
Agreement, notices and all other communications provided for herein shall be in
writing and shall be personally delivered, mailed by certified mail, return
receipt requested, or delivered by nationally recognized overnight delivery
service with proof of receipt maintained, at the following addresses (or any
other address that any party may designate by written notice to the other party,
in accordance herewith, except that such notice shall be effective only upon
receipt):

       

      
        	
                 
      

              	
                If
      to the Company to:

              	
                GENESIS
      ENERGY, LLC

              


      

      
        	
                 
      

              	
                919
      Milam, Suite 2100

              


      

      
        	
                 
      

              	
                Houston,
      Texas 77002

              


      

      
        	
                 
      

              	
                Attention:  Grant
      Sims

              


      

       

      
        	
                 
      

              	
                with
      a copy to:

              	
                Andrews
      Kurth LLP

              


      

      
        	
                 
      

              	
                600
      Travis Street, Suite 4200

              


      

      
        	
                 
      

              	
                Houston,
      Texas  77002

              


      

      
        	
                 
      

              	
                Attention:  G.
      Michael O’Leary

              


      

       

      
        	
                 
      

              	
                If
      to the Principal to:

              	
                Steve
      Nathanson

              


      

      
        	
                 
      

              	
                3731
      Goodwood Ave.

              


      

      
        	
                 
      

              	
                Baton
      Rouge, Louisiana 70806

              


      

       

      Any such
notice shall be effective (i) if delivered personally, upon receipt thereof by
the recipient; (ii) if delivered by nationally recognized overnight delivery
service, on the first business day after being sent or (iii) if delivered by
certified mail, upon the earlier of actual receipt thereof by the recipient or
five business days after the date of deposit in the United States
mail.

       

      (b)           Governing Law. THIS AGREEMENT
IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH
STATE.

       

      (c)           Consent to
Jurisdiction.

       

      (i)           The
parties hereto hereby irrevocably submit to the exclusive jurisdiction of the
courts of the State of Texas and the federal courts of the United States of
America located in Harris County, Texas, and appropriate appellate courts
therefrom, over any dispute arising out of or relating to this Agreement or any
of the transactions contemplated hereby, and each party hereby irrevocably
agrees that all claims in respect of such dispute or proceeding may be heard and
determined in such courts.  The parties hereby irrevocably waive, to
the fullest extent permitted by applicable Law, any objection which they may now
or hereafter have to the laying of venue of any dispute arising out of or
relating to this Agreement or any of the transactions contemplated hereby
brought in such court or any defense of inconvenient forum for the maintenance
of such dispute.  Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Law.  This consent to jurisdiction
is being given solely for purposes of this Agreement and is not intended to, and
shall not, confer consent to jurisdiction with respect to any other dispute in
which a party to this Agreement may become involved.


      
        
           


        

        
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      (ii)           Each
of the parties hereto hereby consents to process being served by any party to
this Agreement in any suit, action, or proceeding of the nature specified in
subsection (i) above by the mailing of a copy thereof in the manner specified by
the provisions of Section
9(a).

       

      (iii)           EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

       

      (d)           Amendment and Waiver. The
provisions of this Agreement may be amended, modified or waived only with the
prior written consent of the Company and the Principal, and no course of conduct
or failure or delay in enforcing the provisions of this Agreement shall be
construed as a waiver of such provisions or affect the validity, binding effect
or enforceability of this Agreement or any provision hereof.

       

      (e)           Severability.  Any
provision in this Agreement which is prohibited or unenforceable in any
jurisdiction by reason of applicable law shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

       

      (f)           Entire
Agreement.  This Agreement and the LLC Agreement embody the
complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.

       

      (g)           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same Agreement.


      
        
           


        

        
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      (h)           Headings.  The
paragraph headings have been inserted for purposes of convenience and shall not
be used for interpretive purposes.

       

      (i)
           Gender and
Plurals.  Whenever the context may require, any pronouns used
herein shall include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural and vice
versa.

       

      (j)           Successors and
Assigns.  Except as otherwise provided herein, this Agreement
shall bind and inure to the benefit of and be enforceable by and against the
Principal, the Company and their respective successors, assigns, heirs,
representative and estate, as the case may be (including subsequent holders of
Series B-1 Units); provided, that the rights and
obligations of the Principal under this Agreement shall not be assignable except
in connection with a transfer of the Series B-1 Units permitted under the LLC
Agreement.  Notwithstanding anything else in this Agreement or in the
LLC Agreement d) each Series B-1 Unit shall remain subject to the terms of the
LLC Agreement and this Agreement regardless of who holds such Series B-1 Unit
and e) the effect that the employment by the Company of the Principal or events
related to such employment have on the rights of and restrictions on the Series
B-1 Units, including vesting, and the rights of the Company with regard to the
Series B-1 Units, under this Agreement, shall not be altered by any transfer of
the Series B-1 Units.

       

      (k)           Employment
Relationship.  Nothing in the issuance of the Series B-1 Units
and nothing in this Agreement shall confer upon the Principal the right to
continued employment by the Company or affect in any way the right of the
Company to terminate such employment at any time.

       

      (l)
           Rights of Third
Parties.  Nothing expressed or implied in this Agreement is
intended or shall be construed to confer upon or give any Person, other than the
Parties hereto, any rights or remedies under or by reason of this
Agreement.

       

      (m)           Construction.  Where
specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it
relates.  The language used in this Agreement shall be deemed to be
the language chosen by the parties to express their mutual intent, and no rule
of strict construction shall be applied against any party.

       

      (n)           Survival of Representations,
Warranties and Agreements.  All representations, warranties and
agreements contained herein shall survive the consummation of the transactions
contemplated hereby and the termination of this Agreement.

       

      (o)           WAIVER OF PUNITIVE AND EXEMPLARY
DAMAGE CLAIMS.  EACH PARTY, BY EXECUTING THIS AGREEMENT,
WAIVES, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS TO RECOVER PUNITIVE,
EXEMPLARY OR SIMILAR DAMAGES NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL
DAMAGES IN ANY DISPUTE OR CONTROVERSY ARISING UNDER, RELATING TO OR IN
CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY ARBITRATION
PROCEEDING.

       

      *       *       *


      
        
           


        

        
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      IN WITNESS WHEREOF, the
parties hereto have executed this Restricted Unit Agreement as of the date first
written above.

       

      
        	 
      	
                GENESIS
      ENERGY, LLC

              	 
      
	 	 	 
	 	 	 
	 
      	
                By:

              	
                 /s/ Robert V. Deere

              	 
      
	 
      	
                Name: 
      

              	
                Robert V. Deere

              	 
      
	 
      	
                Title:

              	
                Chief Financial Officer

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                /s/ Steve Nathanson

              	 
      
	 
      	
                Steve
      Nathanson

              	 
      


      

       

       

      SPOUSAL
CONSENT

       

      The
undersigned Principal’s spouse, if any, is fully aware of, understands and fully
consents and agrees to the provisions of this Agreement and the LLC Agreement
and their binding effect upon any marital or community property interests she
may now or hereafter own, and agrees that the termination of her and the
Principal’s marital relationship for any reason shall not have the effect of
removing any Series B-1 Units otherwise subject to this Agreement from coverage
hereunder and that her awareness, understanding, consent and agreement are
evidenced by her signature below.

       

      
        	 
      	
                /s/ Kathryn Nathanson

              	 
      	 
      
	 
      	
                Spouse
      of Steve Nathanson

              	 
      	 
      


      

       

      [Signature Page to Nathanson
Restricted Unit Agreement]



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      DEFINED
TERMS

       

      “Act” is
defined in the LLC Agreement.

       

      “Affiliate”
is defined in the LLC Agreement.

       

      “Board” is
defined in the LLC Agreement.

       

      “Cause” is
defined in the Employment Agreement.

       

      “Change of
Control” means the occurrence of any of the following events other than
any event that constitutes an Internal Restructure:

       

      (a)           at
any time prior to the consummation of a Qualified Public Offering (i) the sale
of more than 50% of the issued and outstanding Aggregate Series A Units of the
Company held by the Persons who are Members prior to such event to a Person who
is not an Affiliate of any Member or (ii) the merger or consolidation of the
Company with any other Person that is not an Affiliate of the Company and as a
result of which the majority of the outstanding equity interests of the
surviving Person are not owned by one or more of the same owners as the owners
of the Aggregate Series A Units in the Company prior to such merger or
consolidation, and in each of cases (i) and (ii) immediately preceding, results
in the Quintana-Related Entities owning in the aggregate less than 10% of the
Series A Units of the Company owned by the Quintana-Related Entities prior to
such event;

       

      (b)           at
any time after a Qualified Public Offering, any “person” (as such term is used
in Section 13(d) and 14(d) of the Exchange Act) (other than (i) a trustee or
other fiduciary holding securities under an employee benefit plan of the IPO
Corporation or any affiliate thereof, (ii) the Quintana-Related Entities or
(iii) any entity owned, directly or indirectly, by the Members of the Company in
substantially the same proportions as their ownership of Units of the Company)
acquires (other than any acquisition directly from the IPO Corporation and any
acquisition by the IPO Corporation) “beneficial ownership” (within the meaning
of Rule 13d-3 under the Exchange Act) of securities of the IPO Corporation
representing 50% or more of the combined voting power of the IPO Corporation’s
then outstanding securities; provided, however, that if
the IPO Corporation engages in a merger or consolidation in which the IPO
Corporation or the surviving entity in such merger or consolidation becomes a
subsidiary of another entity, then references to the IPO Corporation’s then
outstanding securities shall be deemed to refer to the outstanding securities of
such parent entity;

       

      (c)           at
any time after a Qualified Public Offering, the consummation of a merger or
consolidation of the IPO Corporation with any other Person, other than a merger
or consolidation which would result in the voting securities of the IPO
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity (or if the surviving entity is or shall become a subsidiary
of another entity, then such parent entity)) more than 50% of the combined
voting power of the voting securities of the IPO Corporation (or such surviving
entity or parent entity, as the case may be) outstanding immediately after such
merger or consolidation; or


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      (d)           a
Liquidation Event.

       

      “Disability”
is defined in the Employment Agreement.

       

      “Fair Market
Value” is defined in the LLC Agreement.

       

      “Good
Reason” is defined in the Employment Agreement.

       

      “Internal
Restructure”
means any re-formation, conversion, transfer of assets, transfer by Members of
their Units, merger, incorporation, liquidation or other transaction undertaken
in a manner that results in the Members or their Affiliates continuing to have
substantially the same direct or indirect ownership of the Company’s assets in
place prior to the Internal Restructure, and preserves (a) the relative economic
interests of the Members or their Affiliates in the Company or any entity
(including an entity organized under the laws of a foreign jurisdiction) that
succeeds to the Company in such transaction and (b) the limited liability of the
Members to the substantially same extent afforded by the Act.

       

      “LLC
Agreement” is defined in the recitals.

       

      “Law” is
defined in the LLC Agreement.

       

      “Liquidation
Event” is
defined in the LLC Agreement.

       

      “Member(s)”
is defined in the LLC Agreement.

       

      “Person” is
defined in the LLC Agreement.

       

      “Purchase
Notice” is
defined in Section
6(b).

       

      “Purchase Notice
Date” is defined in Section
6(b).

       

      “Purchase
Price” is
defined in Section
6(a).

       

      “Qualified
Public
Offering”
is defined in the LLC Agreement.

       

      “Quintana-Related
Entity” is defined in the LLC Agreement.

       

      “Related
Parties”
means the Company and each of its Subsidiaries.

       

      “Sale of the
Business” is defined in the LLC Agreement.

       

      “Series B
Units” are
defined in the LLC Agreement.

       

      “Series B-1
Units” are defined in Section 1.


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      


      “Subject
Units” are
defined in Section
6(b).

       

      “Subsidiaries”
is defined in the LLC Agreement.

       

      “Threshold
Value” is
defined in the LLC Agreement.

       

      “Trigger
Date” is
defined in Section
5(d).

       

      “Units” is
defined in the LLC Agreement.

       

      “Unvested
Units” are
defined in Section
3.

       

      “Vested
Units” are
defined in Section
4(a).


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      SECTION
83(B) ELECTION FORM

       

      [See
Attached]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
83(B) ELECTION FORM

       

      Election
to Include in

      Taxable
Income in Year of Transfer Pursuant

      to
Section 83(b) of the Internal Revenue Code

       

      The
undersigned is receiving an award of restricted membership units of a Delaware
limited liability company which is being treated as a partnership for federal
income tax purposes.  All parties to the transaction believe the award
of restricted membership units to be a “profits interest” within the meaning of
Internal Revenue Service Revenue Procedure 93-27.  Notwithstanding the
foregoing, in the event that (i) the award of restricted membership units
constitutes a “capital interest” rather than a “profits interest” or (ii) the
undersigned disposes of such restricted membership units within two years
following receipt thereof, the undersigned hereby makes an election pursuant to
Section 83(b) of the Internal Revenue Code with respect to the property
described below and supplies the following information in accordance with the
regulations promulgated thereunder:

       

      
        	
                1.

              	
                The
      name, address and taxpayer identification number of the undersigned
      are:

              


      

       

      
      

      
        Name:            
______________________________
Address:       
______________________________                          

      ______________________________


      


      Taxpayer
Identification
Number:     _______________________________

      


      
        	
                2.

              	
                Description
      of the property with respect to which the election is being
      made:

              


      

       

      Series
B-1 Units of Genesis Energy, LLC (the “Company”).

       

      
        	
                3.

              	
                The
      date on which the property was transferred is February ___,
      2010.

              


      

       

      The
taxable year to which this election relates is calendar year 2010.

       

      
        	
                4.

              	
                Nature
      of the restrictions to which the property is
  subject:

              


      

       

      The _____
Series B-1 Units issued to the taxpayer vest over time and are subject to
forfeiture in the event certain employment conditions are not
satisfied.

       

      
        	
                5.

              	
                The
      fair market value at the time of transfer (determined without regard to
      any restriction other than a restriction which by its terms will never
      lapse) of the property with respect to which this election is being made
      is $0.

              


      

       

      
        	
                6.

              	
                The
      amount paid by the taxpayer for said property is
  $0.

              


      

       

      
        	
                7.

              	
                A
      copy of this statement has been furnished to the Company as provided in
      Treasury Regulation Section
1.83-2(d).

              


      

       

      Date:     February
___, 2010

       

      
        	 
      	 
      	 
      
	 	 	 
	 	 	 
	
                Printed
      Name:    

              	 
      	 
      


      

      


       

B-1