Membership Interest Sample Contracts

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MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENT
Membership Interest • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENT (this “Agreement”) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:57 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US Production Company, LLC, a Delaware limited liability company (“Seller”), EXCO Resources (PA), LLC, a Delaware limited liability company (“Company”), and EXCO Holding (PA), Inc., a Delaware corporation (“Purchaser”). Each of Seller, Company and Purchaser may be referred to as a “Party” or together, as the “Parties.” Capitalized terms not otherwise defined herein, including in Section 14, shall have the meanings attributed to them in the Second Amended and Restated Limited Liability Company Agreement, dated June 1, 2010, of Company (as amended from time to time, including an amendment on October 14, 2014, the “Operating Agreement”).

ARTICLE I
Membership Interest • March 30th, 2001 • Prime Medical Services Inc /Tx/ • Services-misc health & allied services, nec • Texas
MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENT
Membership Interest • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENT (this “Agreement”) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:59 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US Production Company, LLC, a Delaware limited liability company (“Seller”), BG Production Company (WV), LLC, a Delaware limited liability company (“Company”), and EXCO Production Company (WV), LLC, a Delaware limited liability company (the “Purchaser”). Each of Seller, Company and Purchaser may be referred to as a “Party” or together, as the “Parties.” Capitalized terms not otherwise defined herein, including in Section 12, shall have the meanings attributed to them in the Amended and Restated Operating Agreement of Company dated June 1, 2010 (as amended, the “Operating Agreement”).

MEMBERSHIP INTEREST IN-KIND DISTRIBUTION AGREEMENT
Membership Interest • December 18th, 2003 • Afg Investment Trust B • Services-equipment rental & leasing, nec • Massachusetts

This MEMBERSHIP INTEREST IN-KIND DISTRIBUTION AGREEMENT (this " Agreement ") is made as of November 24, 2003, by and among AFG Investment Trust A Liquidating Trust (" Liquidating Trust A ") and AFG Investment Trust B Liquidating Trust (" Liquidating Trust B ," and together with Liquidating Trust A, the " Liquidating Trusts ") as sellers and Equis II Corporation (" Equis II ") as purchaser.

Exactus, Inc. Assignment of LLC Membership Interest
Membership Interest • December 17th, 2021 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • Nevada

THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”) is made as, of this June 30, 2021 (the “Effective Date”), by and between Paradox Capital Partners, LLC, a New Jersey limited liability company (“Assignee”) and shareholder of Exactus, Inc. a Nevada corporation (“Assignor”) concerning the limited liability membership interests of Exactus One World, LLC, an Oregon limited liability company, formerly known as Burros and Pirates, LLC (the “Company”).

ASSIGNMENT OF MEMBERSHIP INTEREST HELIX HOLDINGS, LLC
Membership Interest • June 7th, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (“Assignment”) dated June 1, 2021, is by and among Esports Entertainment Group, Inc., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Assignee”) and each of the individuals comprising all of the members of Helix Holdings, LLC (collectively, the “Assignors” and each an “Assignor”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest • November 1st, 2006 • Flotek Industries Inc/Cn/ • Wholesale-industrial machinery & equipment • Texas

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 5, 2006 (the “Agreement”), is by and among PRESTON PHENES (“Seller”) and TURBECO, INC., a Texas corporation (“Buyer”).

CONTRIBUTION, ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (MEMORIAL RESOURCE DEVELOPMENT LLC)
Membership Interest • April 21st, 2015 • MRD Holdco LLC • Crude petroleum & natural gas

This Contribution, Assignment and Assumption of Membership Interest (“Assignment”), dated effective as of June 4, 2014 (the “Effective Date”), is by and among Natural Gas Partners VIII, L.P, a Delaware limited partnership (“NGP VIII”), Natural Gas Partners IX, L.P., a Delaware limited partnership (“NGP IX”), NGP IX Offshore Holdings, L.P., a Delaware limited partnership (“NGP IX Offshore” and, together with NGP VIII and NGP IX, “Assignors”), and MRD Holdco LLC, a Delaware limited liability company (“Assignee”). Assignors and Assignee are sometimes referred to collectively herein as the “Parties.”

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT
Membership Interest • March 30th, 2015 • Global Future City Holding Inc. • Pharmaceutical preparations • California

This Membership Interest Purchase and Sale Agreement (this “Agreement”) is made as of March 26, 2015 (“Effective Date”) by and between Global Future City Holding Inc., a Nevada corporation publicly traded on the OTC Bulletin Board under the symbol FTCY (“Purchaser”), on the one hand, and Powerdyne, Inc. (“Seller Company”), which owns 100% of the membership interests in Powerdyne Regional Center LLC (“Powerdyne RC”) (Seller Company together with Powerdyne RC, the “Company Parties”), on the other hand. Certain capitalized terms used in this Agreement are defined in Exhibit A, attached hereto and incorporated herein by reference.

ASSIGNMENT OF MEMBERSHIP INTEREST
Membership Interest • January 24th, 2018 • Camber Energy, Inc. • Crude petroleum & natural gas • Texas

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this “Agreement”) is made as of the 1ST day of November, 2017 (the “Effective Date”), by and among CAMBER ENERGY, INC., a Delaware Corporation (“CAMBER” or “Assignor”), and Arkose Lease Partners, L.L.C.., a Texas Limited Liability company (“Assignee”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT (MUSIC1) BETWEEN ENERFUND, LLC AND NET ELEMENT, INC. DATED AS OF FEBRUARY 1, 2011
Membership Interest • February 3rd, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1ST day of February, 2011, by and among ENERFUND, LLC, a limited liability company organized and existing under the laws of Florida (the “Seller”), and NET ELEMENT, INC., a corporation organized and existing under the laws of Delaware (the “Purachaser”).

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW – Richmond, LLC (the “Company”), K-W Properties (the “Manager”), KW Executives – Richmond, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest • July 1st, 2004 • Global Signal Inc • Radio & tv broadcasting & communications equipment • Florida

THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of June 30, 2004, by and among BILLY ORGEL, an individual resident of the State of Tennessee, LEE HOLLAND, an individual resident of the State of Missouri, CRAIG WEISS, an individual resident of the State of Tennessee, JAY H. LINDY, an individual resident of the State of Tennessee, and MAJESTIC COMMUNICATIONS, INC., a Tennessee corporation (collectively referred to as "Sellers"), and PINNACLE TOWERS ACQUISITION LLC, a Delaware limited liability company ("Purchaser").

Membership Interest Purchase and Sale Agreement by and among Chief E&D Holdings LP, as Seller, Chief Gathering LLC, the Company, PVR Marcellus Gas Gathering LLC, as Buyer and Penn Virginia Resource Partners, L.P., as Issuer Dated April 9, 2012
Membership Interest • April 12th, 2012 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Texas

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated April 9, 2012 (the “Execution Date”), is by and among Chief E&D Holdings LP, a Texas limited partnership (“Seller”), Chief Gathering LLC, a Texas limited liability company (the “Company”), PVR Marcellus Gas Gathering LLC, a Delaware limited liability company (“Buyer”) and Penn Virginia Resource Partners, L.P., a Delaware limited partnership (“Issuer”).

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among SG KW Venture I Manager, LLC (the “Company”), K-W Properties (the “Manager”), SG KW Venture I Executives, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

FIRST AMENDMENT TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT
Membership Interest • November 7th, 2017 • Resolute Energy Corp • Crude petroleum & natural gas • Colorado

This First Amendment to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made and entered into effective as of November 6, 2017 (“Effective Time”), by and among RESOLUTE ENERGY CORPORATION, a Delaware corporation (“Resolute”), HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“HACI” and together with Resolute, the “Company Sellers”), RESOLUTE NATURAL RESOURCES COMPANY, LLC, a Delaware limited liability company (“RNR” and together with the Company Sellers, the “Sellers”), RESOLUTE ANETH, LLC, a Delaware limited liability company (the “Company”), ELK PETROLEUM ANETH, LLC, a Delaware limited liability company (“Buyer”), and ELK PETROLEUM LIMITED, an Australian company limited by shares (“Parent Guarantor”). Buyer, the Company, Sellers and Parent Guarantor are collectively referred to as the “Parties” and individually as a “Party.”

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Montclair, LLC (the “Company”), K-W Properties (the “Manager”), KW Montclair Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Highland Pointe Apartments Yukon, Oklahoma PROPERTY/PURCHASE PRICE
Membership Interest • March 27th, 2007 • Maxus Realty Trust Inc. • Real estate investment trusts

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors II, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives II, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest • July 22nd, 2004 • Cardinal Financial Corp • National commercial banks

This amendment is made as of July 7, 2004 by and between Cardinal Bank, N.A. ("Purchaser") and United Bank, a Virginia corporation ("Seller").

MEMBERSHIP INTEREST REDEMPTION AND EQUIPMENT PURCHASE AGREEMENT
Membership Interest • December 4th, 2017 • RiceBran Technologies • Grain mill products • Delaware

This Membership Interest Redemption and Equipment Purchase Agreement (“Agreement”) is entered into by and among RiceBran Technologies, a California corporation formerly known as “NutraCea” (“RBT”), AF Bran Holdings-NL LLC ("AFBH-NL") and AF Bran Holdings LLC ("AFBH"), in each case, a Delaware limited liability company (AFBH-NL and AFBH being referred to collectively as "AF"), Nutra SA, LLC, a Delaware limited liability company (“Company”) and Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of Brazil ("Irgovel"), effective as of November 28, 2017 (“Effective Date”). RBT, AF, the Company and Irgovel agree as follows:

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ASSIGNMENT OF LLC MEMBERSHIP INTEREST
Membership Interest • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • New York

THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST is made and entered into effective as of February 23, 2018, by and between John Lepin (“Assignor”) and Alpha Energy, Inc., a Colorado corporation (“Assignee”).

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors I, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives I, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Summer House Manager, LLC (the “Company”), K-W Properties (the “Manager”), KW Summer House Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors III, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives III, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors V, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives V, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

MEMBERSHIP INTEREST ACQUISITION AGREEMENT
Membership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Blossom Hill Manager, LLC (the “Company”), K-W Properties (the “Manager”), KW Blossom Hill Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:

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