Membership Interest Purchase Agreement Sample Contracts

Aquaventure Holdings Llc – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SELLERS PARTY HERETO (AS SELLERS) and AQUAVENTURE HOLDINGS, INC. (AS BUYER) and AQUAVENTURE HOLDINGS LIMITED (AS BUYER PARENT) Dated as of November 1, 2018 (November 2nd, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of November 1, 2018, by and among (i) AquaVenture Holdings, Inc., a Delaware corporation (the "Buyer"), (ii) AquaVenture Holdings Limited, a business company organized under the laws of the British Virgin Islands and the sole stockholder of Buyer (the "Buyer Parent"), and (iii) the Sellers party hereto as identified on the signature pages to this Agreement (the "Sellers" and each, individually, a "Seller"), comprising each, and collectively all, of the members of AUC Acquisition Holdings LLC, a Delaware limited liability company ("Holdings"). Each of the parties named above may be referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article XI.

Smart Server, Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG RUMBLEON, INC., STEVEN R. BREWSTER, JUSTIN BECKER, and STEVEN R. BREWSTER, as the Representative of Each Seller October 26, 2018 (October 31st, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is dated October 26, 2018 (the "Effective Date"), by and among RumbleOn, Inc., a Nevada corporation ("Purchaser"), the members of Wholesale Express, LLC, a Tennessee limited liability company (the "Company") set forth in Schedule 1 hereto (each, a "Seller," and collectively, the "Sellers"), Steven R. Brewster, a Tennessee resident, as the representative of each Seller as more fully described herein (the "Representative"). Purchaser, Sellers, and Representative are sometimes referred to herein collectively as the "Parties" and each individually as a "Party." Capitalized terms used herein and not otherwise defined, shall have the meaning set forth in Section 9.1.

Amendment No. 2 to Membership Interest Purchase Agreement (October 18th, 2018)
Membership Interest Purchase Agreement (October 3rd, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 24, 2018 (this "Agreement"), by and among ICO Liquidating Trust, LLC, a Delaware limited liability company ("ICO" and "Seller"), Petro River Oil Corp., a Delaware corporation ("Petro River" and Buyer"), and LBE Partners, LLC, a Delaware limited liability company (the "Company").

Boxlight Corp – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among DANIEL LEIS and ALEKSANDRA LEIS EOSEDU, LLC and BOXLIGHT CORPORATION Dated as of September __, 2018 (September 25th, 2018)

SECTION PAGE ARTICLE I DEFINITIONS 1.1. Definitions 1 ARTICLE II PURCHASE AND SALE OF COMPANY EQUITY 2.1. Basic Transaction 7 2.2. Payment of Purchase Price 7 2.3. The Closing 7 2.4. Closing Deliveries by Sellers 7 2.5. Closing Deliveries by Purchaser 8 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS 3.1. Authorization of Transactions 9 3.2. Noncontravention 9 3.3. Brokers Fees 9 3.4. Shares 9 3.5. Transactions with the Company 10 3.6 No Conflict 10 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS 4.1. Organization, Qualification, and Corporate Power 10 4.2. Capitalization 10 4.3. Noncontravention 11 4.4. Brokers Fees 11

Membership Interest Purchase Agreement (September 10th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into as of September 4, 2018 ("Agreement Date") by and among: (i) THREAT SURFACE SOLUTIONS GROUP, LLC, a Virginia limited liability company (the "Company"), party of the first part; (ii); ACquired Data Solutions, INC., a Maryland corporation ("ADS"); Ramparts, LLC, a Maryland limited liability company ("Ramparts"); and KEVIN ANDERSON, an individual ("Anderson") (ADS, Ramparts and Anderson shall be referred to, jointly and severally, as the context requires, as "Sellers"), parties of the second part; and (iii) VISIUM TECHNOLOGIES, INC., a Florida corporation ("Purchaser"), party of the third part.

MCBC Holdings, Inc. – Membership Interest Purchase Agreement for All of the Membership Interests of Crest Marine, Llc, a Michigan Limited Liability Company September 10, 2018 (September 10th, 2018)

This Membership Interest Purchase Agreement (this Agreement), dated as of September 10, 2018 is entered into by and among MCBC HOLDINGS, INC., a Delaware corporation (Buyer), all of the members (Sellers) of CREST MARINE, LLC, a Michigan limited liability company (the Company), and PATRICK FENTON, as representative for Sellers (Member Representative).

Kingsway Financial Services, Inc. – Membership Interest Purchase Agreement (September 10th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of September 5, 2018, is entered into between 1347 Capital LLC, a Delaware limited liability company (the "Seller"), and IGI Partners, LLC (the "Buyer").

SS&C Technologies Holdings – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between IMPALA PRIVATE HOLDINGS I, LLC and SS&C TECHNOLOGIES HOLDINGS, INC. Dated as of September 6, 2018 (September 6th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of September 6, 2018, is by and between Impala Private Holdings I, LLC, a Delaware limited liability company ("Seller"), and SS&C Technologies Holdings, Inc., a Delaware corporation ("Purchaser"). Each of Seller and Purchaser may be referred to herein as a "Party" and collectively as the "Parties."

NextEra Energy Partners, LP – MEMBERSHIP INTEREST PURCHASE AGREEMENT Among NEP RENEWABLES, LLC, NEXTERA ENERGY PARTNERS, LP, NEP RENEWABLES HOLDINGS, LLC, and THE CLASS B PURCHASERS PARTY HERETO August 31, 2018 (September 5th, 2018)

This Membership Interest Purchase Agreement, dated as of August 31, 2018 (this "Agreement"), is entered into by and among NEP Renewables, LLC, a Delaware limited liability company (the "Company"), NEP Renewables Holdings, LLC, a Delaware limited liability company (the "Class A Purchaser"), the Class B Purchasers set forth in Schedule A hereto, and NextEra Energy Partners, LP, a Delaware limited partnership ("NEP"), solely to the extent of the NEP Obligations.

MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated August 20, 2018 by and Among PLAINS PIPELINE, L.P. A Texas Limited Partnership as Plains Seller MAGELLAN OLP, L.P. A Delaware Limited Partnership as Magellan Seller and MAPLELEAF MIDSTREAM, LLC a Delaware Limited Liability Company as Buyer (August 24th, 2018)
Eventbrite, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among EVENTBRITE, INC., a Delaware Corporation, PANDORA MEDIA, INC., a Delaware Corporation, and TICKETFLY, LLC, a Delaware Limited Liability Company Dated as of June 9, 2017 (August 23rd, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of June 9, 2017 (the Agreement Date), by and among Eventbrite, Inc., a Delaware corporation (Buyer), and Pandora Media, Inc., a Delaware corporation (Seller) and Ticketfly, LLC, a Delaware limited liability company (the Company). Certain other capitalized terms used herein are defined in Exhibit A.

Eventbrite, Inc. – Amendment No. 1 to Membership Interest Purchase Agreement (August 23rd, 2018)

AMENDMENT NO. 1, dated as of September 1, 2017 (this Amendment), to the Membership Interest Purchase Agreement, dated as of June 9, 2017 (the Agreement), by and among Eventbrite, Inc., a Delaware corporation (Buyer), Pandora Media, Inc., a Delaware corporation (Seller) and Ticketfly, LLC, a Delaware limited liability company (the Company).

Eventbrite, Inc. – Amendment No. 2 to Membership Interest Purchase Agreement (August 23rd, 2018)

AMENDMENT NO. 2, dated as of March 30, 2018 (this Amendment), to the Membership Interest Purchase Agreement, dated as of June 9, 2017, as amended (the Agreement), by and among Eventbrite, Inc., a Delaware corporation (Buyer), Pandora Media, Inc., a Delaware corporation (Seller) and Ticketfly, LLC, a Delaware limited liability company (the Company).

EV Energy Partners, L.P. – Contribution and Membership Interest Purchase Agreement (August 21st, 2018)

This CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is executed as of this 20th day of August, 2018 (the "Execution Date"), and is by and among (i) EV Properties, L.P., a Delaware limited partnership ("Contributor"), and Harvest Oil & Gas Corp., a Delaware corporation (the "Guarantor"), on the one part, and (ii) Magnolia Oil & Gas Parent LLC, a Delaware limited liability company (the "Company"), and Magnolia Oil & Gas Corporation, a Delaware corporation ("PubCo"), on the other part. Contributor, Guarantor, Company and PubCo may be referred to herein each as a "Party" and together as the "Parties."

EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between NORSTAN COMMUNICATIONS, INC., NXOF INTERMEDIATE HOLDINGS, INC. And BLACK BOX CORPORATION Dated as of August 17, 2018 (August 20th, 2018)
Carbon Natural Gas Co – Membership Interest Purchase Agreement (August 14th, 2018)

This Membership Interest Purchase Agreement (this "Agreement"), dated as of May 4, 2018 (the "Execution Date"), is made and entered into by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company ("OIE Fund II-A") and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company ("OIE Fund II-B," and each of OIE Fund II-A and OIE Fund II-B, a "Seller," and together, the "Sellers"), and Carbon Natural Gas Company, a Delaware corporation (the "Purchaser") and concerns the Class A Units of Carbon Appalachian Company, LLC, a Delaware limited liability company (the "Company") held by the Sellers. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the LLC Agreement (as defined herein).

Gex Management, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by GEX Management, Inc. ("Buyer") and Julia Hashemieh. ("Seller") MEMBERSHIP INTEREST PURCHASE AGREEMENT (August 9th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into effective as of August 3, 2018 ("Effective Date") by and among GEX Management, Inc., a Texas corporation ("Buyer"), and Julia Hashemieh, an individual residing in California ("Seller") (collectively "Parties" and individually "Party"), for the purchase of the 26% of the member interests in Payroll Express, LLC, a California limited liability company ("PAYEX").

Bonanza Creek Energy Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN MISSION CREEK RESOURCES, LLC, as Buyer, and BONANZA CREEK ENERGY OPERATING COMPANY, LLC as the Selling Member Dated August 6, 2018 (August 7th, 2018)

This Membership Interest Purchase Agreement (this "Agreement"), is dated August 6, 2018 (the "Execution Date") by and between Mission Creek Resources, LLC, a Delaware limited liability company ("Buyer"), and Bonanza Creek Energy Operating Company, LLC, a Delaware limited liability company (the "Selling Member"). Buyer and the Selling Member are individually referred to herein as a "Party" or collectively as the "Parties."

Northwest Pipe Company – MEMBERSHIP INTEREST PURCHASE AGREEMENT Between NORTHWEST PIPE COMPANY and AMERON INTERNATIONAL CORPORATION Dated as of July 27, 2018 (August 1st, 2018)

This Membership Interest Purchase Agreement (this "Agreement"), dated as of July 27, 2018 (the "Closing Date"), is entered into between AMERON INTERNATIONAL CORPORATION, a Delaware corporation ("Seller") and NORTHWEST PIPE COMPANY, an Oregon corporation ("Buyer").

VivoPower International PLC – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among VIVOPOWER US-NC-31 LLC and VIVOPOWER US-NC-47 LLC as Sellers and NES US NC-31 LLC and NES US NC-47 LLC as Buyers Dated as of May 25, 2018 (July 18th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 25, 2018 (this "Agreement"), is made and entered into by and among NES US NC-31 LLC, a Delaware limited liability company ("NC-31 Buyer"), NES US NC-47 LLC, a Delaware limited liability company ("NC-47 Buyer," and together with NC-31 Buyer, "Buyers"), VivoPower US-NC-31 LLC, a Delaware limited liability company ("NC-31 Seller") and VivoPower US-NC-47 LLC, a Delaware limited liability company ("NC-47 Seller," and together with NC-31 Seller, "Sellers"). Each of NC-31 Buyer, NC-47 Buyer, NC-31 Seller and NC-47 Seller is referred to individually as a "Party," and collectively as the "Parties."

Rockstar Membership Interest Purchase Agreement (July 17th, 2018)

THIS AGREEMENT (Agreement) is made effective the 17th day of February, 2017, among PAYMEON, INC., a Nevada corporation (PAYM or the Buyer), Rockstar Acquisitions, LLC, a Florida limited liability company (RSA), VCVC, LLC, a Florida limited liability company (VCVC), EAC Management, LLC, a Florida limited liability company (EAC), JJM3, LLC, a Florida limited liability company (JJM3), RAW LLC, a Florida limited liability company (RAW), YellowTurtle Design, LLC, a Florida limited liability company (YellowTurtle), Erica Corkum, an individual (Erica C), Eric Corkum, an individual (Eric C), Jeannie Corkum, an individual (Jeannie C), Richard Laurin, an individual (Laurin), RVRM Holdings, LLC, a Connecticut limited liability company (RVRM) and Robert Ludwig, an individual (Ludwig). Together RSA, VCVC, EAC, JJM3, RAW, YellowTurtle, Erica C, Eric C, Jeannie C, Laurin, RVRM and Ludwig are known as Sellers. The Buyer and the Sellers (including each legal entity and individual comprising the Seller

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between MARNELL GAMING, LLC and GOLDEN ENTERTAINMENT, INC. Dated as of July 14, 2018 (July 16th, 2018)
Membership Interest Purchase Agreement (July 10th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 30, 2018 (the "Effective Date"), is being entered into by and among SUPERIOR PLUS ENERGY SERVICES INC., a New York corporation ("Purchaser"), NGL ENERGY OPERATING, LLC, a Delaware limited liability company ("Seller"), and NGL ENERGY PARTNERS LP, a Delaware limited partnership ("NGL LP," and together with Seller, the "Selling Group).

Fat Brands, Inc – Amended and Restated Membership Interest Purchase Agreement (Hurricane Amt, Llc) (July 10th, 2018)

Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 11 Section 2.01 Purchase and Sale. 11 Section 2.02 Purchase Price. 11 Section 2.03 Transactions to be Effected at the Closing. 13 Section 2.04 Closing. 15 Section 2.05 Withholding Tax. 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 15 Section 3.01 Organization and Authority of Sellers. 15 Section 3.02 Organization and Organizational Documents. 16 Section 3.03 Capitalization. 16 Section 3.04 Subsidiaries. 17 Section 3.05 No Conflicts; Consents. 17 Section 3.06 Financial Statements. 17 Section 3.07 Undisclosed Liabilities. 18 Section 3.08 Absence of Certain Changes, Events, and Conditions. 18 Section 3.09 Ma

Select Interior Concepts, Inc. – Membership Interest Purchase Agreement (July 9th, 2018)
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among ACXIOM HOLDINGS, INC., LIVERAMP, INC., (Solely for Purposes of Sections 6.05 and 6.15) ACXIOM CORPORATION and THE INTERPUBLIC GROUP OF COMPANIES, INC. Relating to the Purchase and Sale of 100% of the Membership Interests of ACXIOM CORPORATION Dated as of July 2, 2018 (July 6th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 2, 2018, is made and entered into by and among Acxiom Corporation., a Delaware corporation (the Company), LiveRamp, Inc., a Delaware corporation (LiveRamp), solely for purposes of Sections 6.05 and 6.15, The Interpublic Group of Companies, Inc., a Delaware corporation (Purchaser) and Acxiom Holdings, Inc., a Delaware corporation (Seller). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 10.01 hereof.

Xspand Products Lab, Inc. – Membership Interest Purchase Agreement (July 6th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2018, by and among, (i) XSPAND PRODUCTS LAB, INC., a Nevada corporation (the "Buyer"); (ii) EDISON NATION HOLDINGS, LLC, a North Carolina limited liability company (the "Company") and (iii) the members of the Company listed on the signature pages hereto (the "Existing Members" and collectively with the Company and the Buyer, the "Parties" and each, a "Party").

Acxiom – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among ACXIOM HOLDINGS, INC., LIVERAMP, INC., (Solely for Purposes of Sections 6.05 and 6.15) ACXIOM CORPORATION and THE INTERPUBLIC GROUP OF COMPANIES, INC. Relating to the Purchase and Sale of 100% of the Membership Interests of ACXIOM CORPORATION Dated as of July 2, 2018 (July 3rd, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 2, 2018, is made and entered into by and among Acxiom Corporation., a Delaware corporation (the Company), LiveRamp, Inc., a Delaware corporation (LiveRamp), solely for purposes of Sections 6.05 and 6.15, The Interpublic Group of Companies, Inc., a Delaware corporation (Purchaser) and Acxiom Holdings, Inc., a Delaware corporation (Seller). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 10.01 hereof.

Membership Interest Purchase Agreement by and Among Adtalem Global Education Inc. And San Joaquin Valley College, Inc. Dated as of June 28, 2018 (June 29th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of June 28, 2018, is entered into by and between Adtalem Global Education Inc., a Delaware corporation (the "Seller"), and San Joaquin Valley College, Inc., a California corporation (the "Purchaser", and together with the Seller, the "Parties").

Membership Interest Purchase Agreement (June 19th, 2018)

This Membership Interest Purchase Agreement (this Agreement), dated June 18, 2018, by and among VICI Properties Inc., a Maryland corporation (VICI), Riverview Merger Sub Inc., a Delaware corporation (Merger Sub, and together with VICI, the VICI Parties and each a VICI Party), Penn Tenant II, LLC, a Delaware limited liability company (Operator), and Penn National Gaming, Inc., a Pennsylvania corporation (Penn Parent, and together with Operator, the PNG Parties and each a PNG Party). The VICI Parties and the PNG Parties are each sometimes referred to herein as a Buyer Party and together as the Buyer Parties.

Vici Properties Inc. – Membership Interest Purchase Agreement (June 19th, 2018)

This Membership Interest Purchase Agreement (this Agreement), dated June 18, 2018, by and among VICI Properties Inc., a Maryland corporation (VICI), Riverview Merger Sub Inc., a Delaware corporation (Merger Sub, and together with VICI, the VICI Parties and each a VICI Party), Penn Tenant II, LLC, a Delaware limited liability company (Operator), and Penn National Gaming, Inc., a Pennsylvania corporation (Penn Parent, and together with Operator, the PNG Parties and each a PNG Party). The VICI Parties and the PNG Parties are each sometimes referred to herein as a Buyer Party and together as the Buyer Parties.

Select Interior Concepts, Inc. – Membership Interest Purchase Agreement (June 18th, 2018)
Municipal Mortgage & Equity, LLC – Membership Interest Purchase Agreement (June 4th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of the 1st day of June, 2018 by and among MMA ENERGY CAPITAL, LLC, a Maryland limited liability company ("MEC"), RENEWABLE DEVELOPER HOLDINGS, LLC, a Delaware limited liability company ("Seller"), RENEWABLE ENERGY LENDING, LLC, a Delaware limited liability company (the "Company"), and solely for the purposes of Sections 1.4, 1.6, 3.4 and 4.2 through 4.13, HUNT INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company ("Hunt" and collectively with MEC and Seller, the "Parties").

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement Among Gaula Ventures Llc, as Seller, Genarex Fd Llc, and Attis Industries Inc., as Buyer May 25, 2018 Membership Interest Purchase Agreement (June 1st, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of MAY 27, 2018 and effective as of MAY 25, 2018 ("Effective Date"), is entered into by and among ATTIS INDUSTRIES INC., a New York corporation ("Buyer"), ATTIS INNOVATIONS, LLC, a Georgia limited liability company ("Attis"), FLUX CARBON LLC, a Delaware limited liability company ("JVCo"), and GAULA VENTURES LLC, a Delaware limited liability company ("Seller").