Membership Interest Purchase Agreement Sample Contracts

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Double Eagle Acquisition Corp. – Membership Interest Purchase Agreement by and Between Acton Resources Holdings Llc and Williams Scotsman International, Inc. Dated as of December 11, 2017 (December 13th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of December 11, 2017 (this Agreement), is by and between Acton Resources Holdings LLC, a Delaware limited liability company (Seller), and Williams Scotsman International, Inc., a Delaware corporation (Buyer). Capitalized terms used in this Agreement are defined in ARTICLE XII. Seller and Buyer are referred to herein individually as a Party and, collectively, as Parties.

CLS Holdings USA, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between CLS HOLDINGS USA, INC. (BUYER) and ALTERNATIVE SOLUTIONS, LLC D/B/a OASIS MEDICAL CANNABIS (SELLER) Dated as of December 4 , 2017 (December 7th, 2017)

MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of December 4 , 2017, between ALTERNATIVE SOLUTIONS, LLC D/B/A OASIS MEDICAL CANNABIS, a Nevada limited liability company with an address of 1800 S. Industrial Road, #180, Las Vegas, Nevada 89102 (the "Seller"), and CLS HOLDINGS USA, INC., a Nevada corporation with an address of 11767 S. Dixie Highway, Suite 115, Miami, Florida 33156 (the "Buyer").

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement (December 5th, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is entered into as of November 29, 2017 (the "Effective Date"), by and among Attis Innovations, LLC, a Georgia limited liability company ("Buyer" or "Purchaser"), Meridian Waste Solutions, Inc., a New York corporation ("Parent"), David Winsness, a resident of Georgia ("Winsness"), Forrest Dahmes, a resident of Minnesota ("Dahmes"), Michael Riebel, a resident of Minnesota ("Riebel"), and Robert Montgomery, a resident of Massachusetts ("Montgomery") (collectively the "Sellers" and each individually sometimes a "Seller"). Buyer, Parent and the Sellers are referred to collectively herein as the "Parties" and each a "Party."

Pazoo Inc – Limited Liability Company Membership Interest Purchase Agreement (November 30th, 2017)

This LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into and effective as of this 22nd day of November 2017 (the "Effective Date") by and among Pazoo, Inc., a corporation organized and existing under the laws of the State of Nevada, and having its principal place of business at 34 DeForest Avenue, Unit 9, East Hanover, New Jersey 07936 ("Seller"), MA & Associates, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having its principal place of business at 2009 Western Avenue, Las Vegas, Nevada 89102 (the "Company"), and MA Analytics, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having an address at c/o Sarna Enterprises, 15 Engle Street, Suite 100, Englewood, New Jersey 07631 ("Buyer").

Calumet Specialty Products – Membership Interest Purchase Agreement (November 28th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), made and entered into on this November 21, 2017, by and among Anchor Drilling Fluids USA, LLC, a Delaware limited liability company (the "Company"), Calumet Operating, LLC, a Delaware limited liability company (the "Seller"), Q'Max Solutions Inc., a British Columbia corporation ("QSI"), and Q'Max America Inc., a Delaware corporation (the "Buyer"),

Nobilis Health Corp. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER - HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF ELITE SINUS SPINE AND ORTHO LLC November 15, 2017 (November 21st, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is made and entered into as of November 15, 2017 (the "Signing Date"), by and among Northstar Healthcare Surgery Center - Houston, LLC, a Texas limited liability company ("Buyer"), Nobilis Health Corp., a British Columbia corporation ("Parent"), solely for purposes of Section 11.16, those Persons identified as "Sellers" on Exhibit A (each individually, a "Seller" and collectively, the "Sellers"), and the Physicians' Representatives. Buyer, Parent, the Sellers, and the Physicians' Representatives are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." Cross-references indicating the location of definitions of capitalized terms are found in the Glossary of Terms above.

Nobilis Health Corp. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER - HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC November 15, 2017 (November 21st, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is made and entered into as of November 15, 2017(the "Signing Date"), by and among Northstar Healthcare Surgery Center - Houston, LLC, a Texas limited liability company ("Buyer"), Nobilis Health Corp., a British Columbia corporation ("Parent"), solely for purposes of Section 11.16, those Persons identified as "Sellers" on Exhibit A (each individually, a "Seller" and collectively, the "Sellers"), and the Physicians' Representatives. Buyer, Parent, the Sellers, and the Physicians' Representatives are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." Cross-references indicating the location of definitions of capitalized terms are found in the Glossary of Terms above.

Nobilis Health Corp. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER - HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF ELITE CENTER FOR MINIMALLY INVASIVE SURGERY LLC November 15, 2017 (November 21st, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is made and entered into as of November 15, 2017 (the "Signing Date"), by and among Northstar Healthcare Surgery Center - Houston, LLC, a Texas limited liability company ("Buyer"), Nobilis Health Corp., a British Columbia corporation ("Parent"), solely for purposes of Section 11.16, those Persons identified as "Sellers" on Exhibit A (each individually, a "Seller" and collectively, the "Sellers"), and the Physicians' Representatives. Buyer, Parent, the Sellers, and the Physicians' Representatives are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." Cross-references indicating the location of definitions of capitalized terms are found in the Glossary of Terms above.

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG PROTO LABS, INC. THE RAPID MANUFACTURING GROUP LLC and THE MEMBERS OF THE RAPID MANUFACTURING GROUP LLC November 16, 2017 (November 21st, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), is dated as of November 16, 2017, by and among Proto Labs, Inc., a Minnesota corporation ("Purchaser"), The Rapid Manufacturing Group LLC, a New Hampshire limited liability company (the "Company"), each Person listed on Schedule I attached hereto under the heading "Members" (each such Person individually, a "Member" and, collectively, the "Members"), and James L. Jacobs, II, as the Member Representative (as defined below).

Bright Mountain Acquisition Corp – Amendment to the Amended and Restated Membership Interest Purchase Agreement (November 20th, 2017)

This Amendment to the Amended and Restated Membership Interest Purchase Agreement (the Amendment) dated November 14, 2017, is between and among Bright Mountain Media, Inc. (the Buyer), a corporation organized under the laws of the State of Florida, Daily Engage Media Group LLC (Daily Engage), a limited liability company organized under the laws of the State of New Jersey, and Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou, constituting all of the former members of Daily Engage (collectively, the Members and individually a Member). All terms not otherwise defined herein shall have the same meaning as in the Purchase Agreement.

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement (November 20th, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is entered into effective as of November 1, 2017 (the "Effective Date"), by and among Mobile Science Technologies, Inc., a Georgia corporation ("Buyer"), Meridian Waste Solutions, Inc., a New York corporation ("Parent"); James Greg McKinney ("McKinney"), a resident of the state of Oklahoma; Monroe Guest ("Guest"), a resident of the state of Oklahoma; Lindell Gardner ("Gardner"), a resident of the state of Oklahoma; Dennis Loudermilk ("Loudermilk"), a resident of the state of Florida (collectively the "Sellers" and each individually sometimes a "Seller"). Buyer and the Sellers are referred to collectively herein as the "Parties" and each a "Party."

Fat Brands, Inc – Membership Interest Purchase Agreement (Hurricane Amt, Llc) (November 17th, 2017)

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. 11 Section 2.04 Closing. 12 Section 2.05 Withholding Tax. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 12 Section 3.01 Organization and Authority of Sellers. 12 Section 3.02 Organization and Organizational Documents. 13 Section 3.03 Capitalization. 13 Section 3.04 Subsidiaries. 14 Section 3.05 No Conflicts; Consents. 14 Section 3.06 Financial Statements. 14 Section 3.07 Undisclosed Liabilities. 15 Section 3.08 A

Jensyn Acquisition Corp. – Membership Interest Purchase Agreement by and Among Jensyn Acquisition Corp., Bae Energy Management, Llc, Victor Ferreira and Karen Ferreira Dated as of November 3, 2017 (November 9th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of November 3, 2017, is made by and among JENSYN ACQUISITION CORP., a Delaware corporation ("JAC"), BAE ENERGY MANAGEMENT, LLC, a Delaware limited liability company (the "Company"), VICTOR FERREIRA, an individual ("Victor") and Karen Ferreira, an individual ("Karen"). Each of Victor and Karen are, from time to time, referenced to individually herein as an "Existing Member" and collectively as the "Existing Members." The Company, the Existing Members and JAC are, from time to time, referred to individually herein as a "Party", and collectively as the "Parties". Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE 1.

American Midstreampartners Lp – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of July 21, 2017 by and Between AMID MERGER LP and SHV ENERGY N.V. (November 9th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of July 21, 2017 by and between AMID Merger LP, a Delaware limited partnership (the "Seller"), and SHV Energy N.V., a Dutch public limited liability company (the "Buyer"). The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

1847 Holdings LLC – Amendment No. 1 to the Membership Interest Purchase Agreement (November 9th, 2017)

AMENDMENT NO. 1 TO THE MEMBERSHIP INTEREST PURCHASE AGREMENT, dated November 7, 2017 among 1847 Fitness, Inc., a Delaware corporation (the "Buyer"), Central Florida Health Clubs, LLC d/b/a Gold's Gym Orlando, a Florida limited liability company ("CFHC"), CLFL, LLC d/b/a Gold's Gym Clermont, a Florida limited liability company ("CLFL"), MTDR LLC d/b/a Gold's Gym Mt. Dora, a Florida limited liability company ("MTDR"), SCFL, LLC d/b/a Gold's Gym St. Cloud, a Florida limited liability company ("SCFL," and together with CFHC, CLFL, MTDR, each a "Company" and collectively, the "Companies"), and the Sellers listed on the signature page hereto (the "Sellers" and collectively with the Buyer and the Companies, the "Parties").

American Complex Care Inc – Membership Interest Purchase Agreement (November 7th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of November 1, 2017, is entered into by and among Summer Energy Holdings, Inc., a Nevada corporation ("Buyer"), REP Energy, LLC, a Texas limited liability company (the "Company"), and the members of the Company as identified on the signature pages to this Agreement (individually, a "Seller" and collectively, "Sellers").

Pandora Media Inc. – Amendment No. 1 to Membership Interest Purchase Agreement (November 2nd, 2017)

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").

Rollins Inc. – Membership Interest Purchase Agreement (October 27th, 2017)

TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE 2 1.1 Purchase and Sale 2 1.2 Purchase Price 2 1.3 Closing Consideration 2 1.4 Payment of Closing Consideration; Aggregate Closing Amount 2 1.5 Earnout Consideration 3 1.6 Aggregate Closing Amount Payment Procedures 3 1.7 Transactions to be Effected at the Closing 3 1.8 Purchase Price Adjustment 4 1.9 Holdings' Representative Capacity 7 ARTICLE II REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY 9 2.1 Organization; Standing and Power 9 2.2 Capitalization 9 2.3 Authority 10 2.4 Ownership and Title to Interests 10 2.5 Subsidiaries 10 2.6 Absence of Restrictions and Conflicts 11 2.7 Compliance with Laws 11 2.8

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement (October 20th, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is entered into as of October 16th, 2017 (the "Effective Date"), by and among Mobile Science Technologies, Inc. a Georgia corporation ("Buyer" or "Purchaser"), Meridian Waste Solutions, Inc., a New York corporation ("Parent"), Jeffrey S. Powell, a resident of South Carolina ("Powell"), and Corral Court Capital LLC, a Georgia limited liability company ("Corral" and, together with Powell, the "Sellers" and each individually sometimes a "Seller"). Buyer, Parent and the Sellers are referred to collectively herein as the "Parties" and each a "Party."

Shell Midstream Partners, L.P. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG CPB Member LLC, AS SELLER AND Shell Midstream Operating LLC, AS BUYER October 16, 2017 (October 20th, 2017)

This Membership Interest Purchase Agreement (Agreement) is made and entered into on this 16th day of October, 2017 (Closing Date) by and among CPB Member LLC, a Delaware limited liability company (Seller) and Shell Midstream Operating LLC, a Delaware limited liability company (Buyer). Seller and Buyer are sometimes herein referred to individually as a Party and collectively as the Parties.

Strongbow Resources Inc. – Membership Interest Purchase Agreement (October 17th, 2017)

Pacific Petroleum, LLC ("Pacific Petroleum" and together with Blue Phoenix, the "Sellers" and each of them a "Seller"), a limited liability company organized under the laws of the State of Nevada,

MCBC Holdings, Inc. – Membership Interest Purchase Agreement by and Among McBc Holdings, Inc. Nautic Star, Llc the Members of Nautic Star, Llc Party Hereto and Philip Faulkner, Sr., Solely in His Capacity as the Member Representative Hereunder, Dated as of October 2, 2017 (October 2nd, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 2, 2017 (this Agreement), is made and entered into by and among MCBC Holdings, Inc., a Delaware corporation (the Purchaser), Nautic Star, LLC, a Mississippi limited liability company (the Company), each of the members of the Company set forth on Annex A attached hereto (the Members) and Philip Faulkner, Sr., an individual resident of the State of Mississippi, as the Member Representative. As the context of this Agreement so requires, the Purchaser, the Company, the Members and the Member Representative are sometimes individually referred to herein as a Party and collectively as the Parties.

Internet Capital Group, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among ACTUA CORPORATION, ACTUA HOLDINGS, INC. ARSENAL BUYER INC., and ARSENAL ACQUISITION HOLDINGS, LLC SEPTEMBER 23, 2017 (September 25th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of September 23, 2017, is entered into by and among Actua Corporation, a Delaware corporation (Parent), Actua Holdings, Inc., a Delaware corporation (Seller), Arsenal Buyer Inc., a Delaware corporation (Buyer), and Arsenal Acquisition Holdings, LLC, a Delaware limited liability company (the Company).

Bright Mountain Acquisition Corp – AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated September 19, 2017 by and Among Bright Mountain Media, Inc., a Florida Corporation (Buyer) Daily Engage Media Group LLC, a New Jersey Limited Liability Company (Daily Engage) and Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou (The Members) (September 25th, 2017)

This Amended and Restated Membership Interest Purchase Agreement (Agreement) dated September 19, 2017, is between and among Bright Mountain Media, Inc. (the Buyer), a corporation organized under the laws of the State of Florida, having an office for the transaction of business at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487, Daily Engage Media Group LLC (Daily Engage), a limited liability company organized under the laws of the State of New Jersey, having an office for the transaction of business at 20 Rena Lane, Bloomfield, NJ 07003, and Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou, constituting all of the members of Daily Engage (collectively, the Members and individually a Member).

New York REIT, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN ARC NYWWPJV001, LLC as Seller AND WWP JV LLC as Purchaser Pertaining to Certain Interests in WWP HOLDINGS, LLC September 14, 2017 (September 14th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of September 14, 2017 (the "Effective Date"), by and between ARC NYWWPJV001, LLC, a Delaware limited liability company ("Seller") and WWP JV LLC, a Delaware limited liability company ("Purchaser").

Membership Interest Purchase Agreement (September 8th, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is made and entered into as of September 1, 2017 (the "Effective Date") by and among Singular Payments, LLC, a Florida limited liability company (the "Company"), Vaden Landers, an individual residing in College Grove, Tennessee ("Seller"), and Payment Data Systems, Inc., a Nevada corporation ("Purchaser"). Seller, the Company and Purchaser may be referred to herein individually as a "Party" and together as the "Parties".

Q2Power Technologies, Inc. – Membership Interest Purchase Agreement (August 29th, 2017)

This Membership Interest Purchase Agreement (this "Agreement"), dated as of August 29, 2017, is entered into between Anthony Cialone ("Cialone" or a "Seller"), Anthony Escobedo (a "Seller"), and Joseph Vecchio (a "Seller", and collectively with Anthony Cialone and Anthony Escobedo, the "Sellers"), and Q2Earth, Inc. (f/k/a Q2Power Technologies, Inc.), a Delaware corporation ("Buyer").

1847 Holdings LLC – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of July 7, 2017 Among 1847 FITNESS, INC. CLFL, LLC CENTRAL FLORIDA HEALTH CLUBS, LLC MTDR LLC SCFL, LLC AND THE OTHER PARTIES SET FORTH IN EXHIBIT a HERETO Page (August 21st, 2017)

MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 7, 2017 (the "Agreement"), among 1847 Fitness, Inc., a Delaware corporation (the "Buyer"), Central Florida Health Clubs, LLC d/b/a Gold's Gym Orlando, a Florida limited liability company ("CFHC"), CLFL, LLC d/b/a Gold's Gym Clermont, a Florida limited liability company ("CLFL"), MTDR LLC d/b/a Gold's Gym Mt. Dora, a Florida limited liability company ("MTDR"), SCFL, LLC d/b/a Gold's Gym St. Cloud, a Florida limited liability company ("SCFL," and together with CFHC, CLFL, MTDR, each a "Company" and collectively, the "Companies"), and the other parties set forth in Exhibit A hereto (the "Sellers").

Calumet Specialty Products – Membership Interest Purchase Agreement (August 14th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 11, 2017 (this "Agreement"), is by and between Calumet Lubricants Co., Limited Partnership, an Indiana limited partnership ("Seller") and Husky Superior Refining Holding Corp., a Delaware corporation ("Buyer"). Buyer and Seller are each sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties."

Holly Energy Partners, L.P. – MEMBERSHIP INTEREST PURCHASE AGREEMENT Between PLAINS PIPELINE, L.P. And HEP CASPER SLC LLC Dated as of August 7, 2017 (August 10th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of August 7, 2017, by and between Plains Pipeline, L.P., a Texas limited partnership (Seller) and HEP Casper SLC LLC, a Delaware limited liability company (Buyer). Seller and Buyer are hereinafter sometimes referred to herein individually as a Party and collectively as the Parties.

Holly Energy Partners, L.P. – MEMBERSHIP INTEREST PURCHASE AGREEMENT Between ROCKY MOUNTAIN PIPELINE SYSTEM LLC and HEP SLC, LLC Dated as of August 7, 2017 (August 10th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of August 7, 2017, by and between Rocky Mountain Pipeline System LLC, a Texas limited liability company (Seller) and HEP SLC, LLC, a Delaware limited liability company (Buyer). Seller and Buyer are hereinafter sometimes referred to herein individually as a Party and collectively as the Parties.

Klondex Mines Ltd – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated July 25, 2016 Among WATERTON PRECIOUS METALS FUND II CAYMAN, LP and WATERTON NEVADA SPLITTER, LLC and KLONDEX HOLDINGS (USA) INC. And KLONDEX MINES LTD. (July 27th, 2017)

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

Membership Interest Purchase Agreement (July 27th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is made as of July 24, 2017 between SMILEDIRECTCLUB, LLC, a Tennessee limited liability company (the "Company") and Align Technology, Inc., a Delaware corporation ("Purchaser"). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.

Membership Interest Purchase Agreement by and Among Ibg Borrower Llc, Iconix Brand Group, Inc., Dhx Media Ltd. And Dhx Ssp Holdings Llc Dated May 9, 2017 (July 21st, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated May 9, 2017 by and among IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (Seller), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (Iconix), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Purchaser), and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (DHX), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement.

Membership Interest Purchase Agreement by and Among Icon Ny Holdings Llc, Ibg Borrower Llc, Iconix Brand Group, Inc., Dhx Media Ltd., and Dhx Ssp Holdings Llc Dated May 9, 2017 (July 21st, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated May 9, 2017 by and among Icon NY Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Peanuts Seller), IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (IBG Seller and, together with Peanuts Seller, the Sellers, and each individually, a Seller), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (Iconix), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Purchaser) and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (DHX), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement