THIS REDEMPTION AGREEMENT (Agreement), dated as of December 29, 2020 (the Effective Date), is entered into by and between CMI ACQUISITION, LLC, a Delaware limited liability company (the Company), and Thomas Lujan, an individual and resident of the State of Minnesota (Seller).
WHEREAS, Seller is the holder of 631,579 Common Units of the Company; and
WHEREAS, Seller desires to sell to the Company, and the Company desires to purchase from Seller, 310,000 of the Common Units of the Company held by Seller (the Purchased Units), upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows:
1. Purchase and Sale of Purchased Units. As of the Effective Time (as hereinafter defined), Seller hereby agrees to sell, transfer and assign to the Company, and the Company hereby agrees to purchase from Seller, the Purchased Units, free and clear of all liens, charges, covenants, conditions, easements, adverse claims, demands, encumbrances, security interests, options, pledges and other title defects or restrictions (collectively, Liens). For purposes hereof: Closing means the exchange and delivery by the parties of the documents and instruments contemplated by this Agreement on the Effective Date. Notwithstanding the foregoing, for accounting, financial reporting and tax purposes, the Closing shall be deemed to be effective as of 12:00:01 a.m. (local time in Minneapolis, Minnesota) on the Effective Date (the Effective Time). Immediately following the Closing and after giving effect to the transactions contemplated by this Agreement, Seller shall be the holder of 321,579 Common Units of the Company.
2. Purchase Price. In consideration of the Companys purchase of the Purchased Units, at the Closing, the Company shall pay to Seller an amount equal to $1,326,800.00 (the Redemption Price).
3. Representations and Warranties of Seller. Seller hereby represents and warrants to the Company, as follows:
3.1 Purchased Units: Etc. Seller is the holder of all of the Purchased Units. All of the Purchased Units are owned of record and beneficially by Seller, free and clear of all Liens. At the Closing, the Company will acquire from Seller good and valid title to the Purchased Units, free and clear of all Liens. Immediately following the Closing, Seller shall have no rights as a holder of the Purchased Units.
3.2 Enforceability. Seller has full legal right, power, authority and capacity to execute, deliver and perform Sellers obligations under this Agreement and each of Sellers Related Agreements (as defined below). This Agreement and each of Sellers Related Agreements has been duly executed and delivered by Seller and constitutes Sellers binding obligation enforceable in accordance with its respective terms. For purposes hereof, Related Agreement means any Contract (as defined in Section 3.4) which is or is to be entered into at the Closing or otherwise pursuant to this Agreement. The Related Agreements executed by a specified Person shall be referred to as such persons Related Agreements, its Related Agreements or another similar expression.