X0303 4 2010-12-28 0 0001022321 GENESIS ENERGY LP GEL 0001445592 Deere Robert V 919 MILAM , SUITE 2100 HOUSTON TX 77002 0 1 0 0 Chief Financial Officer Common Units - Class A 2010-12-28 4 A 0 555235 0 A 555235 D Common Units - Class B 2010-12-28 4 A 0 1052 0 A Common Units - Class A 1052 1052 D Waiver Units - Class 1 2010-12-28 4 A 0 48675 0 A 2021-01-01 Common Units - Class A 48675 48675 D Waiver Units - Class 2 2010-12-28 4 A 0 48675 0 A 2021-01-01 Common Units - Class A 48675 48675 D Waiver Units - Class 3 2010-12-28 4 A 0 48675 0 A 2021-01-01 Common Units - Class A 48675 48675 D Waiver Units - Class 4 2010-12-28 4 A 0 48675 0 A 2021-01-01 Common Units - Class A 48675 48675 D Acquired pursuant to the Agreement and Plan of Merger, dated December 28, 2010, by and among Genesis Energy, L.P. (the "Partnership"), Genesis Acquisition, LLC and Genesis Energy, LLC (the "Merger Agreement") as Merger Consideration (as defined in the Merger Agreement). On the effective date of the merger, the closing price of the Common Units - Class A of the Partnership on the New York Stock Exchange was $26.24. Common Units - Class B are entitled to all the rights, preferences and privileges of the Common Units - Class A (and have the right to elect the directors of Genesis Energy, LLC, the general partner of the Partnership, and related rights) and will convert on a one-for-one basis upon (i) automatic conversion upon removal of the genral partner of the Partnership and the appointment of a successor or (ii) the holder's election. The Waiver Units, among other rights, preferencse and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible on a one-for-one basis at the option of the holder upon, among other things, payment of a quarterly cash distribution on the Common Units that has a coverage ratio of at least 1.10 and equals or exceeds the applicable distribution level: (i) Class 1 - $0.43 per Common Unit; (ii) Class 2 - $0.46 per Common Unit; (iii) Class 3 - $0.49 per Common Unit; and (iv) Class 4 - $0.52 per Common Unit. The Waiver Units will also automatically convert to Common Units - Class A upon the six-month anniversary of the occurrence of the circumstances that give rise to the right of the holder to convert. Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled. Robert V. Deere 2010-12-30