Stock Transfer Agreement
Exhibit M
The undersigned Xxxxxxx Xxxxx Asset Management (“GSAM”), investment adviser for the Xxxxxxx Sachs MLP Income Opportunities Fund (GMZ) and Xxxxxxx Xxxxx MLP and Energy Renaissance Fund (GER) (together, the “Funds”) which together own 723,738 common units (the “Units”) representing limited partner interests in Xxxxxxx Resources LP, a Delaware limited partnership (“SRLP”), hereby sells all of the Units to Xxxxxxx Resources Holdings LLC (“Resources”), a wholly-owned subsidiary of Xxxx Xxxxxxx Inc., in exchange for a total of $10,023,771.30 in cash (the “Consideration”), representing a price of $13.85 per common unit, payable by Resources to each of the Funds at:
GMZ: 280,000 units; $3,878,000.00 in consideration
GER: 443,738 units; $6,145,771.30 in consideration
Promptly upon execution hereof, (i) the Funds shall forward to American Stock Transfer and Trust Company, LLC, the transfer agent for SRLP, the authorization and direction attached hereto, and (ii) Resources shall pay to each of the Funds, by wire transfer, the Consideration. Resources and each Fund acknowledge and agree that such Fund shall not be required to deliver the Units being sold by such Fund pursuant to this Agreement until after such aggregate purchase price have been delivered by Resources to the Funds in accordance with the terms of this Agreement.
Each party shall bear its own expenses for brokerage fees or any other expense associated with this transfer.
[Signature Page Follows]
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| Xxxxxxx Xxxxx Asset Management, investment adviser to the Funds | |
| /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | |
| Title: Managing Director | |
| Accepted and Agreed: | |
| Xxxxxxx Resources Holdings LLC | |
| /s/Xxxxxxx X. Xxxxxxxx | |
| Name:Xxxxxxx X. Xxxxxxxx | |
| Title: President |
Signature Page to Stock Transfer Agreement
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FORM OF INSTRUCTION LETTER
[Xxxxxxx Xxxxx Letterhead]
June [5], 2020
American Stock Transfer and Trust Company, LLC
Attn: Xxxx Xxxxxxx
0000 00xx Xxxxxx
Xxxxxxxx, XX 00000
Dear Sir:
American Stock Transfer & Trust Company, LLC is hereby authorized and directed to accept a DWAC withdrawal from Xxxxxxx Xxxxx Asset Management in the amount of 723,738 common units representing limited partner interests of Xxxxxxx Resources LP. Once the units are taken, please issue all of such units to Xxxxxxx Resources Holdings LLC (tax ID number 00-0000000).
Should you have any questions, please contact me at [appropriate contact at Xxxxxxx Sachs].
Sincerely,
[Name]
[Title]
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