BE AFFECTED BY MATTERS DESCRIBED IN SECTIONS 17-303,
17-607 AND 17-804 OF THE DELAWARE LP ACT AND SECTIONS 18-607 AND 18-804 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT (THE "DELAWARE LLC ACT")) AND, FREE OF
PREEMPTIVE RIGHTS WITH NO PERSONAL LIABILITY ATTACHING TO THE OWNERSHIP THEREOF;
AND (II) EXCEPT AS DISCLOSED IN THE BREITBURN SEC DOCUMENTS, NEITHER BREITBURN
NOR ANY OF ITS SUBSIDIARIES OWNS ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES
OF, OR INTEREST IN, ANY OTHER PERSON, OR IS OBLIGATED TO MAKE ANY CAPITAL
CONTRIBUTION TO OR OTHER INVESTMENT IN ANY OTHER PERSON.
(E)
THE OFFER AND SALE OF THE PURCHASED UNITS AND THE LIMITED PARTNER
INTERESTS REPRESENTED THEREBY, HAVE BEEN, OR PRIOR TO THE CLOSING DATE, WILL BE
DULY AUTHORIZED BY BREITBURN PURSUANT TO THE PARTNERSHIP AGREEMENT AND, WHEN
ISSUED AND DELIVERED TO SUCH PURCHASER AGAINST PAYMENT THEREFOR IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, WILL BE VALIDLY ISSUED, FULLY PAID (TO THE
EXTENT REQUIRED BY APPLICABLE LAW AND THE PARTNERSHIP AGREEMENT) AND
NONASSESSABLE (EXCEPT AS SUCH NONASSESSABILITY MAY BE AFFECTED BY SECTIONS
17-303, 17-607 AND 17-804 OF THE DELAWARE LP ACT) AND WILL BE FREE OF ANY AND
ALL LIENS AND RESTRICTIONS ON TRANSFER, OTHER THAN RESTRICTIONS ON TRANSFER
UNDER THE PARTNERSHIP AGREEMENT, THIS AGREEMENT OR THE REGISTRATION RIGHTS
AGREEMENT AND UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS AND OTHER THAN
SUCH LIENS AS ARE CREATED BY THE PURCHASERS.
(F)
THE PURCHASED UNITS WILL BE ISSUED IN COMPLIANCE WITH ALL
APPLICABLE RULES OF THE NASDAQ GLOBAL MARKET.
PRIOR TO THE CLOSING DATE,
BREITBURN WILL SUBMIT TO THE NASDAQ GLOBAL MARKET A NOTIFICATION FORM:
LISTING
OF ADDITIONAL COMMON UNITS WITH RESPECT TO THE PURCHASED UNITS.
BREITBURN'S
CURRENTLY OUTSTANDING COMMON UNITS ARE QUOTED ON THE NASDAQ GLOBAL MARKET AND
BREITBURN HAS NOT RECEIVED ANY NOTICE OF DELISTING.
SECTION 3.3
OWNERSHIP OF THE LIMITED PARTNER INTEREST IN BEP.
AFTER
THE CONSUMMATION OF THE BEP ACQUISITION PURSUANT TO THE BEP PURCHASE AGREEMENT,
BREITBURN WILL BE THE SOLE LIMITED PARTNER OF BEP AND WILL OWN A 99% LIMITED
PARTNER INTEREST IN BEP, SUBJECT TO THE TERMS OF THE BEP LIMITED PARTNERSHIP
AGREEMENT; SUCH LIMITED PARTNER INTEREST HAS BEEN DULY AUTHORIZED AND VALIDLY
ISSUED IN ACCORDANCE WITH THE PARTNERSHIP AGREEMENT OF BEP AND WILL BE FULLY
PAID (TO THE EXTENT REQUIRED UNDER THE PARTNERSHIP AGREEMENT OF BEP) AND
NONASSESSABLE (EXCEPT AS SUCH NONASSESSABILITY MAY BE AFFECTED BY SECTION 17-607
OF THE DELAWARE LP ACT); AND BREITBURN WILL OWN SUCH LIMITED PARTNER INTEREST
FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, SECURITY INTERESTS, EQUITIES, CHARGES
AND OTHER CLAIMS.
SECTION 3.4
BREITBURN SEC DOCUMENTS.
BREITBURN HAS FILED TIMELY
WITH THE COMMISSION ALL FORMS, REGISTRATION STATEMENTS, REPORTS, SCHEDULES AND
STATEMENTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT OR THE SECURITIES
ACT (ALL SUCH DOCUMENTS FILED ON OR PRIOR TO THE DATE OF THIS AGREEMENT,
COLLECTIVELY, THE "BREITBURN SEC DOCUMENTS").
THE BREITBURN SEC DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ANY AUDITED OR UNAUDITED FINANCIAL STATEMENTS AND
ANY NOTES THERETO OR SCHEDULES INCLUDED THEREIN (THE "BREITBURN