Members Agreement Sample Contracts

Ichor Holdings, Ltd. – ICHOR HOLDINGS, LTD. MEMBERS AGREEMENT (November 14th, 2016)

THIS MEMBERS AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of March, 2012, by and among ICHOR HOLDINGS, LTD., a Cayman Islands exempt limited company (the “Company”), those certain Members of the Company listed on Schedule A (the “Investors”) and those certain Members of the Company listed on Schedule B (the “Key Holders”, and together collectively with the Investors, the “Members”).

GDS Holdings Ltd – GDS HOLDINGS LIMITED SIXTH AMENDED AND RESTATED MEMBERS AGREEMENT (October 4th, 2016)

This Sixth Amended and Restated Members Agreement (the “Agreement”) is made as of May 19, 2016 by and among GDS Holdings Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”) and the shareholders of the Company (which shall comprise of the Series A Shareholders, Series B Shareholders, the Series A* Shareholders, the Series B1 Shareholders, the Series B2 Shareholders, the Series B4 Shareholder, the Series B5 Shareholder, the Key Founders, the Series C Shareholder and the Other Shareholders) (each as defined below).

GDS Holdings Ltd – GDS HOLDINGS LIMITED SIXTH AMENDED AND RESTATED MEMBERS AGREEMENT (May 20th, 2016)

This Sixth Amended and Restated Members Agreement (the “Agreement”) is made as of May 19, 2016 by and among GDS Holdings Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”) and the shareholders of the Company (which shall comprise of the Series A Shareholders, Series B Shareholders, the Series A* Shareholders, the Series B1 Shareholders, the Series B2 Shareholders, the Series B4 Shareholder, the Series B5 Shareholder, the Key Founders, the Series C Shareholder and the Other Shareholders) (each as defined below).

Capstone Financial Group, Inc. – LC STRATEGIC REALTY MEMBERS Agreement (November 20th, 2015)

This MEMBERS Agreement (this “Agreement”) is made and entered into as of July 24, 2015, by and among LC Strategic Realty, LLC, a New York limited liability company (the “Company”), Christopher Naugle and Lorissa Naugle (collectively referred to herein in the singular and masculine forms as “Naugle”), Capstone Financial Group, Inc., a Nevada limited liability company (“Capstone”), and each other Person who becomes a party to this Agreement pursuant to Section 6.09 (such Persons, collectively with Naugle and Capstone, the “Members”).

Capstone Financial Group, Inc. – LC STRATEGIC HOLDINGS MEMBERS Agreement (November 20th, 2015)

This MEMBERS Agreement (this “Agreement”) is made and entered into as of July 24, 2015, by and among LC Strategic Holdings, LLC, a New York limited liability company (the “Company”), Christopher Naugle and Lorissa Naugle (collectively referred to herein in the singular and masculine forms as “Naugle”), Capstone Financial Group, Inc., a Nevada limited liability company (“Capstone”), and each other Person who becomes a party to this Agreement pursuant to Section 6.09 (such Persons, collectively with Naugle and Capstone, the “Members”).

Ichor Holdings, Ltd. – ICHOR HOLDINGS, LTD. MEMBERS AGREEMENT (September 21st, 2015)

THIS MEMBERS AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of March, 2012, by and among ICHOR HOLDINGS, LTD., a Cayman Islands exempt limited company (the “Company”), those certain Members of the Company listed on Schedule A (the “Investors”) and those certain Members of the Company listed on Schedule B (the “Key Holders”, and together collectively with the Investors, the “Members”).

Sungy Mobile Ltd – MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED MEMBERS AGREEMENT (April 16th, 2015)

The Company, the HK Sub and the PRC Group Companies are collectively referred to as the “Group Companies” and each a “Group Company”. The Purchaser, the Founders’ BVI Holding Entity and the Founders are each sometimes referred to herein as a “Member” and, collectively, the “Members”.

Valley Telephone Co., LLC – AMENDED AND RESTATED MEMBERS AGREEMENT (April 10th, 2013)

This AMENDED AND RESTATED MEMBERS AGREEMENT (this “Agreement”) is made as of July     , 2012 by and among Racecar Holdings, LLC, a Delaware limited liability company (the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership (“Avista VCOC”), Avista Capital Partners (Offshore), L.P., a Bermuda exempted limited partnership (“Avista Offshore”), Avista Capital Partners III, L.P., a Delaware limited partnership (“Avista VCOC III”), Avista Capital Partners (Offshore) III, L.P., a Bermuda exempted limited partnership (“Avista Offshore III,” and individually with Avista VCOC, Avista Offshore and Avista VCOC III, the “Avista Funds” and collectively “Avista”), ACP Racecar Co-Invest, LLC, a Delaware limited liability company (“ACP Racecar,” and collectively with Avista, the “Investors” and each, an “Investor”), each of the other Members (as defined herein), and for purposes of the Information Recipient Provisions only, the Information Recipients.  Capitalized terms used herein

Textainer Group Holdings Ltd – MEMBERS AGREEMENT OF TAP FUNDING LTD. (March 15th, 2013)

MEMBERS AGREEMENT (this “Agreement”) of TAP Funding Ltd., an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Company”), dated December 20, 2012, by and between the Members (as defined below).

Textainer Group Holdings Ltd – MEMBERS AGREEMENT (March 15th, 2012)

THIS MEMBERS AGREEMENT (this “Members Agreement”), dated as of August 5, 2011, is by and between Wells Fargo Container Corp. Ltd., an exempted company with limited liability incorporated under the laws of Bermuda (together with its successors and permitted assigns, “WFCC”), and Textainer Limited, an exempted company with limited liability incorporated under the laws of Bermuda (together with its successors and permitted assigns, “TL”).

Sagent Holding Co. – SAGENT HOLDING CO. FOURTH AMENDED AND RESTATED MEMBERS AGREEMENT (December 6th, 2010)

This Fourth Amended and Restated Members Agreement (the “Agreement”) is made and entered into as of September 3, 2010 by and among Sagent Holding Co., a Cayman Islands exempted company (the “Company”), each of the members listed on Exhibit A attached hereto (collectively, the “Existing Investors”) and each of the members listed on Exhibit B attached hereto (collectively, the “New Investors,” and together with the Existing Investors, the “Investors”).

NaturalShrimp Holdings Inc – MEMBERS AGREEMENT BETWEEN THE MEMBERS OF NATURALSHRIMP EUROPE LTD. (September 14th, 2010)
HealthPort, Inc. – AMENDED AND RESTATED MEMBERS AGREEMENT (August 17th, 2009)

This AMENDED AND RESTATED MEMBERS AGREEMENT (this “Agreement”) is made as of September 22, 2008, between CT Technologies Holdings, LLC, a Delaware limited liability company (the “Company”), ABRY Partners VI, L.P., a Delaware limited partnership (“ABRY VI”), ABRY Partners V, L.P., a Delaware limited partnership (“ABRY V”), ABRY Partners V Affiliated Investors, L.P., a Delaware limited partnership (“ABRY AI”), ABRY Investment Partnership, L.P., a Delaware limited partnership (“AIP”), ABRY Senior Equity II, L.P., a Delaware limited partnership (“ASE II”), ABRY Senior Equity II-A, L.P., a Delaware limited partnership (“ASE II-A”), ABRY Senior Equity Co-Investment Fund, L.P., a Delaware limited partnership (“ASE II-C” and together with ASE II and ASE II-A, “ASE”), Ares Capital Corporation, a Maryland corporation (“ARCC”), DLJ Investment Partners III, L.P., a Delaware limited partnership (“DLJ III”), DLJ Investment Partners, L.P., a Delaware limited partnership (“DLJ”), IP III Plan Investors

Biomarin Pharmaceutical Inc – CONFIDENTIAL TREATMENT REQUESTED Redacted Portions are indicated by [****] MEMBERS AGREEMENT (February 28th, 2008)

This Members Agreement (this “Agreement”) is made effective as of the 1st day of January, 2008, by and among Genzyme Corporation, a Massachusetts corporation having its principal place of business at 500 Kendall Square, Cambridge, Massachusetts 02142 (“Genzyme”); BioMarin Pharmaceutical Inc., a Delaware corporation having its principal place of business at 105 Digital Drive, Novato, California 94949 (“BioMarin”); BioMarin Genetics, Inc., a Delaware corporation and a wholly-owned subsidiary of BioMarin having its principal place of business at 105 Digital Drive, Novato, California 94949 (“BioMarin Subsidiary”); and BioMarin/Genzyme LLC, a Delaware limited liability company having its principal place of business at 500 Kendall Street, Cambridge, Massachusetts 02142 (the “Company”), of which BioMarin, BioMarin Subsidiary and Genzyme are the only members. Genzyme, BioMarin, BioMarin Subsidiary and the Company are sometimes referred to herein individually as a “Party” and collectively as th

Nalco Holding CO – AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC and WILLIAM J. ROE September 28, 2007 (September 28th, 2007)

This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and William J. Roe (“Mr. Roe”).

Heritage-Crystal Clean, Inc. – MEMBERS AGREEMENT HERITAGE-CRYSTAL CLEAN, LLC (August 3rd, 2007)

This Members Agreement made this 1st day of August, 1999 by and between The Heritage Group (“Heritage”), an Indiana general partnership having its principal place of business at 5400 West 86th Street, Indianapolis, Indiana USA, and Joseph Chalhoub (“Chalhoub”), 101 Upper Bellevue, Westmount, Quebec, Canada H3Y IB7;

Spreadtrum Communications Inc – SPREADTRUM COMMUNICATIONS, INC. FOURTH AMENDED AND RESTATED MEMBERS AGREEMENT (June 6th, 2007)

This Fourth Amended and Restated Members Agreement (the “Agreement”) is made as of May 9, 2007 by and among Spreadtrum Communications, Inc., a Cayman Islands company (the “Company”), and certain members of the Company, including the holders of the Company’s Series A Preference Shares (“Series A Shares”) as set forth on Exhibit A hereto (the “Series A Purchasers”), the holders of the Company’s Series B Preference Shares (“Series B Shares”) as set forth on Exhibit B hereto (the “Series B Purchasers”), the holders of the Company’s Series C Preference Shares (“Series C Shares”) as set forth on Exhibit C hereto (the “Series C Purchasers”), the holders of the Company’s Series D Preference Shares (“Series D Shares”) as set forth on Exhibit D hereto (the “Series D Purchasers”) and, with respect to Section 2 hereof, the founders as named herein (the “Founders”). The Series A Purchasers, the Series B Purchasers, the Series C Purchasers and the Series D Purchasers are hereinafter sometimes collec

Nalco Finance Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holdings LLC – AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC June 30, 2006 (March 5th, 2007)

This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and Philippe F. Creteur (“Mr. Creteur”).

Nalco Finance Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Finance Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Finance Holdings LLC – AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC June 30, 2006 (March 5th, 2007)

This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and Philippe F. Creteur (“Mr. Creteur”).

Nalco Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Finance Holdings LLC – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 5th, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holdings LLC – AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC July 14, 2006 (March 5th, 2007)

This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and Mark W. Irwin (“Mr. Irwin”).

Nalco Holding CO – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 1st, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holding CO – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 1st, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holding CO – MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004. (March 1st, 2007)

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

Nalco Holding CO – AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC July 14, 2006 (March 1st, 2007)

This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and Mark W. Irwin (“Mr. Irwin”).

Nalco Holding CO – AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC June 30, 2006 (March 1st, 2007)

This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and Philippe F. Creteur (“Mr. Creteur”).

Cronos Group – AMENDMENT NUMBER 7 TO MEMBERS AGREEMENT (January 3rd, 2007)

THIS AMENDMENT NUMBER 7, dated as of January 2, 2007 (this “Amendment”), to the Members Agreement, dated as of September 18, 2002 and amended by Amendment Number 1 thereto as of June 15, 2004, Amendment Number 2 thereto as of July 8, 2004, Amendment Number 3 thereto as of June 15, 2005, Amendment Number 4 thereto as of August 1, 2005, Amendment Number 5 thereto as of November 8, 2006 and Amendment Number 6 thereto as of November 8, 2006 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company with limited liability organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Company”), FB TRANSPORTATION CAPITAL LLC, a Delaware limited liability company (“FBT”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a limited liability company organized and existing under the laws of Bermuda (“Cronos”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V., a limited liability company organized

Cronos Group – AMENDMENT NUMBER 5 TO MEMBERS AGREEMENT (November 13th, 2006)

THIS AMENDMENT NUMBER 5, dated as of November 8, 2006 (this “Amendment”), to the Members Agreement, dated as of September 18, 2002 and amended by Amendment Number 1 thereto as of June 15, 2004, Amendment Number 2 thereto as of July 8, 2004, Amendment Number 3 thereto as of June 15, 2005 and Amendment Number 4 thereto as of August 1, 2005 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company with limited liability organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Company”), FB TRANSPORTATION CAPITAL LLC, a Delaware limited liability company (“FBT”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a limited liability company organized and existing under the laws of Bermuda (“Cronos”), and joined by THE CRONOS GROUP, a société anonyme holding organized and existing under the laws of Grand Duchy of Luxembourg (“The Cronos Group”).

Cronos Group – AMENDMENT NUMBER 6 TO MEMBERS AGREEMENT (November 13th, 2006)

THIS AMENDMENT NUMBER 6, dated as of November 8, 2006 (this “Amendment”), to the Members Agreement, dated as of September 18, 2002 and amended by Amendment Number 1 thereto as of June 15, 2004, Amendment Number 2 thereto as of July 8, 2004, Amendment Number 3 thereto as of June 15, 2005, Amendment Number 4 thereto as of August 1, 2005 and Amendment Number 5 thereto as of November 8, 2006 (as amended or supplemented from time to time as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company with limited liability organized and existing under the laws of Bermuda (together with its successors and permitted assigns, the “Company”), FB TRANSPORTATION CAPITAL LLC, a Delaware limited liability company (“FBT”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a limited liability company organized and existing under the laws of Bermuda (“Cronos”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V., a limited liability company organized under the laws of The Netherlands, and joined by T