Llc Interest Purchase Agreement Sample Contracts

Share Cite Term
Link

Embed (HTML)
Settlement and LLC Interest Purchase Agreement (February 2nd, 2017)

This Settlement and LLC Interest Purchase Agreement (the "Agreement") is made and entered into on January 31, 2017, with an effective date of January 1, 2017, by and between CareView Communications, Inc., a Nevada corporation ("CareView") and Rockwell Holdings I, LLC, a Wisconsin limited liability company ("Investor") (each known as a "Party" and collectively as the "Parties").

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT by and Among HOLLYFRONTIER WOODS CROSS REFINING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor, and HOLLY ENERGY PARTNERS OPERATING, L.P., as Buyer, With HOLLY ENERGY PARTNERS, L.P., as Guarantor Effective as of October 1, 2016 (October 5th, 2016)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of October 3, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HollyFrontier Woods Cross Refining LLC, a Delaware limited liability company (Seller), HollyFrontier Corporation, a Delaware corporation (HFC), Holly Energy Partners Operating, L.P., a Delaware limited partnership (Buyer) and Holly Energy Partners, L.P., a Delaware limited partnership (the Partnership). Seller and Buyer are sometimes referred to in this Agreement each as a Party and collectively as the Parties. HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement. The Partnership joins this Agreement solely for the purposes of Articles VII and XII of this Agreement.

LLC INTEREST PURCHASE AGREEMENT by and Among HOLLYFRONTIER WOODS CROSS REFINING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor, and HOLLY ENERGY PARTNERS OPERATING, L.P., as Buyer, With HOLLY ENERGY PARTNERS, L.P., as Guarantor Effective as of October 1, 2016 (October 5th, 2016)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of October 3, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HollyFrontier Woods Cross Refining LLC, a Delaware limited liability company (Seller), HollyFrontier Corporation, a Delaware corporation (HFC), Holly Energy Partners Operating, L.P., a Delaware limited partnership (Buyer) and Holly Energy Partners, L.P., a Delaware limited partnership (the Partnership). Seller and Buyer are sometimes referred to in this Agreement each as a Party and collectively as the Parties. HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement. The Partnership joins this Agreement solely for the purposes of Articles VII and XII of this Agreement.

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT [El Dorado Osage LLC] by and Among HOLLYFRONTIER REFINING & MARKETING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor HOLLY ENERGY PARTNERS - OPERATING, L.P., as Buyer and HOLLY ENERGY PARTNERS, L.P. Solely in Respect of Section 2.2(c) and HEP LOGISTICS HOLDINGS, L.P., Solely in Respect of Section 2.2(c) Effective as of February 22, 2016 (February 24th, 2016)

THIS LLC INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of February 22, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HOLLYFRONTIER REFINING & MARKETING LLC, a Delaware limited liability company ("Seller"), HOLLYFRONTIER CORPORATION, a Delaware corporation ("HFC"), HOLLY ENERGY PARTNERS - OPERATING, L.P., a Delaware limited partnership ("Buyer"), HOLLY ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership") and HEP LOGISTICS HOLDINGS, L.P., a Delaware limited partnership ("HEP General Partner"). Seller and Buyer are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement. The Partnership and HEP General Partner join this Agreement solely in respect of Section 2.2(c).

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT [El Dorado Osage LLC] by and Among HOLLYFRONTIER REFINING & MARKETING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor HOLLY ENERGY PARTNERS - OPERATING, L.P., as Buyer and HOLLY ENERGY PARTNERS, L.P. Solely in Respect of Section 2.2(c) Effective as of February 22, 2016 (February 23rd, 2016)

THIS LLC INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of February 22, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HOLLYFRONTIER REFINING & MARKETING LLC, a Delaware limited liability company ("Seller"), HOLLYFRONTIER CORPORATION, a Delaware corporation ("HFC"), HOLLY ENERGY PARTNERS - OPERATING, L.P., a Delaware limited partnership ("Buyer"), HOLLY ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership") and HEP LOGISTICS, L.P., a Delaware limited liability company ("HEP General Partner"). Seller and Buyer are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement. The Partnership and HEP General Partner join this Agreement solely in respect of Section 2.2(c).

LLC INTEREST PURCHASE AGREEMENT [El Dorado Osage LLC] by and Among HOLLYFRONTIER REFINING & MARKETING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor HOLLY ENERGY PARTNERS - OPERATING, L.P., as Buyer and HOLLY ENERGY PARTNERS, L.P. Solely in Respect of Section 2.2(c) Effective as of February 22, 2016 (February 23rd, 2016)

THIS LLC INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of February 22, 2016 to be effective as of the Effective Time (as defined below), is made and entered into by and among HOLLYFRONTIER REFINING & MARKETING LLC, a Delaware limited liability company ("Seller"), HOLLYFRONTIER CORPORATION, a Delaware corporation ("HFC"), HOLLY ENERGY PARTNERS - OPERATING, L.P., a Delaware limited partnership ("Buyer"), HOLLY ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership") and HEP LOGISTICS, L.P., a Delaware limited liability company ("HEP General Partner"). Seller and Buyer are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement. The Partnership and HEP General Partner join this Agreement solely in respect of Section 2.2(c).

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT by and Among FRONTIER EL DORADO REFINING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor and HOLLY ENERGY PARTNERS OPERATING, L.P., as Buyer Effective as of November 1, 2015 (November 3rd, 2015)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of November 2, 2015 to be effective as of the Effective Time (as defined below), is made and entered into by and among Frontier El Dorado Refining LLC, a Delaware limited liability company (Seller), HollyFrontier Corporation, a Delaware corporation (HFC) and Holly Energy Partners Operating, L.P., a Delaware limited partnership (Buyer). Seller and Buyer are sometimes referred to in this Agreement each as a Party and collectively as the Parties. HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement.

LLC INTEREST PURCHASE AGREEMENT by and Among FRONTIER EL DORADO REFINING LLC, as Seller, With HOLLYFRONTIER CORPORATION, as Guarantor and HOLLY ENERGY PARTNERS OPERATING, L.P., as Buyer Effective as of November 1, 2015 (November 3rd, 2015)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of November 2, 2015 to be effective as of the Effective Time (as defined below), is made and entered into by and among Frontier El Dorado Refining LLC, a Delaware limited liability company (Seller), HollyFrontier Corporation, a Delaware corporation (HFC) and Holly Energy Partners Operating, L.P., a Delaware limited partnership (Buyer). Seller and Buyer are sometimes referred to in this Agreement each as a Party and collectively as the Parties. HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement.

Vitamin Shoppe Inc – Llc Interest Purchase Agreement by and Among vs Hercules Llc Fdc Vitamins, Llc, Mbf/Fdc Acquisition, Llc, Fdc Management, Llc, Fdc Limited Ii, Llc, Nutri-Force Nutrition, Inc. And the Individuals Listed on Exhibit a Hereto Dated as of June 6, 2014 (June 9th, 2014)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement), dated as of June 6, 2014, is made and entered into by and among VS Hercules LLC, a Delaware limited liability company (Purchaser), FDC Vitamins, LLC, a Florida limited liability company (the Company), MBF/FDC Acquisition, LLC, a Delaware limited liability company (MBF Acquisition), FDC Management, LLC, a Florida limited liability company (FDC Management), FDC Limited II, LLC, a Florida limited liability company (FDC Limited II), Nutri-Force Nutrition, Inc., a Florida corporation (Nutri-Force), the individuals listed on Exhibit A hereto (the Majority Class B Holders and, together with MBF Acquisition, FDC Management, FDC Limited II and Nutri-Force, the Sellers, and each individually, a Seller), MBF Acquisition, as the Sellers representative (the Seller Representative), and solely for the purposes of the Sections referenced in its signature, Vitamin Shoppe, Inc., a Delaware corporation (Guarantor). Purchaser, the Company, and the Sel

Llc Interest Purchase Agreement (March 29th, 2013)

This LLC Interest Purchase Agreement (this ''Agreement'') is entered into effective as of March 12, 2013 by and between Global Clean Energy Holdings, Inc., a Delaware corporation ("Purchaser"), Targeted Growth, Inc., a Washington corporation ("TGI") and Green Earth Fuels, LLC, a Delaware limited liability company ("GEF", and collectively with TGI, "Sellers"). Purchaser and Sellers are referred to collectively herein as the ''Parties.''

Mister Goody, Inc. – Llc Interest Purchase Agreement (August 27th, 2012)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement), dated as of August 24, 2012, is by and among The Naked Edge, LLC, a Colorado limited liability company (Naked Edge) and Mister Goody, Inc., a Florida corporation (Mister Goody). Each of the foregoing parties is referred to herein individually as a Party and together as the Parties.

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT by and Among HOLLYFRONTIER CORPORATION, FRONTIER REFINING LLC and FRONTIER EL DORADO REFINING LLC as Sellers, and HOLLY ENERGY PARTNERS OPERATING, L.P. And HOLLY ENERGY PARTNERS, L.P. As Buyer Effective as of November 1, 2011 (November 10th, 2011)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of November 9, 2011 to be effective as of the Effective Time (as defined below), is made and entered into by and among HollyFrontier Corporation, a Delaware corporation (HollyFrontier), Frontier Refining LLC, a Delaware limited liability company (Frontier Cheyenne), Frontier El Dorado Refining LLC, a Delaware limited liability company (Frontier El Dorado and collectively with Frontier Cheyenne, Sellers, and each a Seller), Holly Energy Partners Operating, L.P., a Delaware limited partnership (Buyer), and Holly Energy Partners, L.P., a Delaware limited partnership (the Partnership). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

LLC INTEREST PURCHASE AGREEMENT by and Among HOLLYFRONTIER CORPORATION, FRONTIER REFINING LLC and FRONTIER EL DORADO REFINING LLC as Sellers, and HOLLY ENERGY PARTNERS OPERATING, L.P. And HOLLY ENERGY PARTNERS, L.P. As Buyer Effective as of November 1, 2011 (November 10th, 2011)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of November 9, 2011 to be effective as of the Effective Time (as defined below), is made and entered into by and among HollyFrontier Corporation, a Delaware corporation (HollyFrontier), Frontier Refining LLC, a Delaware limited liability company (Frontier Cheyenne), Frontier El Dorado Refining LLC, a Delaware limited liability company (Frontier El Dorado and collectively with Frontier Cheyenne, Sellers, and each a Seller), Holly Energy Partners Operating, L.P., a Delaware limited partnership (Buyer), and Holly Energy Partners, L.P., a Delaware limited partnership (the Partnership). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

LLC INTEREST PURCHASE AGREEMENT by and Among ZOO STORES, INC., MERCANTILA ACQUISITION, LLC, and INFOSPACE, INC. Dated as of June 10, 2011 (June 28th, 2011)

This LLC Interest Purchase Agreement (this Agreement) is made and entered into as of June 10, 2011, by and among Zoo Stores, Inc., a Delaware corporation (Buyer), Mercantila Acquisition, LLC, a Delaware limited liability company (the Company), and InfoSpace, Inc., a Delaware corporation and the sole member of the Company (Parent). Certain capitalized terms used herein are defined in Article IX below.

Acceris Communications – Llc Interest Purchase Agreement (December 14th, 2010)

This agreement is dated as of December 10, 2010, and is between Kind Chin Associates, LLC, a California limited liability company ("Seller") and C2 Global Technologies, Inc. ("C2").

Acceris Communications – Llc Interest Purchase Agreement (December 14th, 2010)

This agreement is dated as of December 10, 2010, and is between Forsons Equity, LLC, a New York limited liability company ("Seller") and C2 Global Technologies, Inc. ("C2").

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT (East Tanks/Lovington) Among HOLLY CORPORATION and HOLLY REFINING & MARKETING TULSA, LLC and LEA REFINING COMPANY as Sellers and HEP TULSA LLC and HEP REFINING, L.L.C. As Buyers Dated as of March 31, 2010 (April 6th, 2010)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of March 31, 2010, is made and entered into by and among Holly Corporation, a Delaware corporation (Holly), Holly Refining & Marketing Tulsa, LLC, a Delaware limited liability company (Holly Tulsa), Lea Refining Company, a Delaware corporation (Lea, and together with Holly Tulsa, the Sellers), HEP Tulsa LLC, a Delaware limited liability company (HEP Tulsa), and HEP Refining, L.L.C., a Delaware limited liability company (HEP Refining, and together with HEP Tulsa, the Buyers). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Holly Energy Partners, L.P. – LLC INTEREST PURCHASE AGREEMENT by and Among HOLLY CORPORATION, NAVAJO PIPELINE CO., L.P. As Seller, and HOLLY ENERGY PARTNERS OPERATING, L.P. As Buyer Dated as of December 1, 2009 (December 7th, 2009)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of December 1, 2009, is made and entered into by and among Holly Corporation, a Delaware corporation (Holly), Navajo Pipeline Co., L.P., a Delaware limited partnership (Navajo Pipeline or, the Seller), and Holly Energy Partners Operating, L.P., a Delaware limited partnership (the Operating Partnership or, the Buyer). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Llc Interest Purchase Agreement (November 27th, 2009)

This LLC Interest Purchase Agreement (Agreement) is made as of November 20, 2009, by Illinois Corn Processing Holdings LLC, a Delaware limited liability company (Buyer), and MGP Ingredients, Inc., a Kansas corporation (Seller).

Holly Energy Partners, L.P. – Llc Interest Purchase Agreement (June 5th, 2009)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement) dated as of June 1, 2009, is made and entered into by and among Holly Corporation, a Delaware corporation (Holly), Navajo Pipeline Co., L.P., a Delaware limited partnership (Navajo Pipeline or, the Seller), and Holly Energy Partners Operating, L.P., a Delaware limited partnership (the Operating Partnership or, the Buyer). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

MedCath Corporation – Llc Interest Purchase Agreement (September 7th, 2006)

This LLC Interest Purchase Agreement (Agreement) is effective as of August 14, 2006, 2006 (Effective Date), by and among Carondelet Health Network (Purchaser), an Arizona non-profit corporation, Southern Arizona Heart, Inc. (Seller), a North Carolina corporation, and MedCath Incorporated (Parent), a North Carolina corporation.

Alfa – Amendment No. 3 to Llc Interest Purchase Agreement (March 8th, 2006)

THIS AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENT (this Amendment) is made and entered into as of the 30th day of December, 2005, by and among ALFA CORPORATION, a Delaware corporation (Buyer), ALFA MERGER SUB, LLC, a Tennessee limited liability company (Merger Sub), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (John Russell), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (Carol Russell), THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the Seller Trusts), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the Foundation) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, Sellers), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (Vision).

LLC INTEREST PURCHASE AGREEMENT Dated as of November 17, 2005 by and Among REDBOX AUTOMATED RETAIL, LLC, MCDONALDS VENTURES, LLC and COINSTAR, INC. (November 18th, 2005)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement), dated as of November 17, 2005, is by and among Redbox Automated Retail, LLC, a Delaware limited liability company (Redbox), McDonalds Ventures, LLC, a Delaware limited liability company (Ventures), and Coinstar, Inc., a Delaware corporation (Coinstar). Each of the foregoing parties is referred to herein individually as a Party and together as the Parties.

Llc Interest Purchase Agreement (August 9th, 2005)

This LLC Interest Purchase Agreement dated as of May 9, 2005 (as amended or otherwise modified, the Agreement) is between ENOVIA CORP., a Delaware corporation (the Buyer), SoftSRM, LLC, a Delaware limited liability company (the Company), i2 TECHNOLOGIES US, INC., a Nevada corporation (the Seller) and i2 TECHNOLOGIES, INC., a Delaware corporation (Seller Parent).

Maverick Oil And Gas – Contract (March 15th, 2005)

LLC INTEREST PURCHASE AGREEMENT This LLC Interest Purchase Agreement (this "Agreement") is made and entered into as of this 9th day of March, 2005 by Maverick Oil and Gas, Inc., a Nevada corporation having its principal place of business at 22 Park Crescent, London, United Kingdom W1B 1PE ("Maverick") and the various members listed on Schedule 4.3 hereto (the "Members") of Hurricane Energy, LLC, a Delaware limited liability company with its principal address at 1314 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 ("Hurricane"). WITNESSETH: WHEREAS, the Members are the owners of all the issued and outstanding Membership Interests (as hereinafter defined) of Hurricane. WHEREAS, the Members desire to sell, assign and convey to Maverick their respective Membership Interests on and subject to the terms and conditions of this Agreement; and WHEREAS, Maverick desires to purchase and acquire the Membership Inte

Alfa – Amendment No. 1 to Llc Interest Purchase Agreement, Converting to a Plan of Merger (March 14th, 2005)

THIS AMENDMENT NO. 1 TO LLC INTEREST PURCHASE AGREEMENT, CONVERTING TO A PLAN OF MERGER (this Amendment) is made and entered into as of the 15th day of December, 2004, by and among ALFA CORPORATION, a Delaware corporation (Buyer), ALFA MERGER SUB, LLC, a Tennessee limited liability company (Merger Sub), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (John Russell), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (Carol Russell), THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the Seller Trusts), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the Foundation) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, Sellers), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (Vision).

Alfa – Amendment No. 2 to Llc Interest Purchase Agreement (March 14th, 2005)

THIS AMENDMENT NO. 2 TO LLC INTEREST PURCHASE AGREEMENT (this Amendment) is made and entered into as of the 29th day of December, 2004, by and among ALFA CORPORATION, a Delaware corporation (Buyer). ALFA MERGER SUB, LLC, a Tennessee limited liability company (Merger Sub). JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (John Russell). CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (Carol Russell). THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the Seller Trusts). THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the Foundation) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, Sellers), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (Vision).

Renaissance Learning – Llc Interest Purchase Agreement Dated as of February 28, 2005 Among Renaissance Learning, Inc., Generation21 Learning Systems, Llc and John Stearns Relating to All Issued and Outstanding Limited Liability Company Interests of Generation21 Learning Systems, Llc (March 4th, 2005)

THIS LLC INTEREST PURCHASE AGREEMENT, dated as of February 28, 2005, is made among RENAISSANCE LEARNING, INC., a Wisconsin corporation (the Seller), JOHN STEARNS (the Purchaser), and GENERATION21 LEARNING SYSTEMS, LLC, a Wisconsin limited liability company (the Company).

Contract (November 10th, 2004)

EXECUTION COPY LLC INTEREST PURCHASE AGREEMENT LLC INTEREST PURCHASE AGREEMENT dated as of November 5, 2004, between WELLSFORD CAPITAL, a Maryland real estate investment trust ("Seller"), and ROSE HILL FUNDING, LLC, a Delaware limited liability company ("Purchaser"). Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, its 51.0909% Class A Ownership Interest (the "LLC Interest") in Second Holding Company, LLC, a Delaware limited liability company (the "Company"). Accordingly, the parties hereby agree as follows: ARTICLE I Purchase and Sale of LLC Interest; Closing SECTION 1.01. Purchase and Sale of the LLC Interest. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.02), Seller shall sell, transfer and deliver to Purchaser, and P

Alfa – LLC INTEREST PURCHASE AGREEMENT by and Among ALFA CORPORATION and JOHN CHARLES RUSSELL, CAROL LYNN RUSSELL, THE TRUSTS IDENTIFIED ON EXHIBIT a HERETO, THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC. And THE VISION INSURANCE GROUP, LLC Dated as of August 30, 2004 (November 9th, 2004)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement), dated as of August 30, 2004, is entered into by and among ALFA CORPORATION, a Delaware corporation (Buyer), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (John Russell), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (Carol Russell), THE TRUSTS IDENTIFIED ON EXHIBIT A HERETO (the Seller Trusts), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the Foundation) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, Sellers), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (Vision).

Opta – Llc Interest Purchase Agreement (April 16th, 2004)

THIS LLC INTEREST PURCHASE AGREEMENT (this Agreement), entered into as of the 17`h day of April, 2003 by and between LOTUS PACIFIC, INC., a Delaware corporation, having offices at 18200 Von Karman Avenue Suite 730, Irvine, CA 92612 (the Purchaser), and CARMCO INVESTMENTS, LLC, a Connecticut limited liability company, having offices at 47 Cherry Gate Lane, Trumbull, CT 06611 (the Seller).