Membership Interest Purchase Agreement Sample Contracts

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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

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between Dynegy Inc., as the Seller, and Bruce Power, LLC, as the Purchaser Dated as of July 10, 2017 (July 12th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of July 10, 2017, is by and between Dynegy Inc., a Delaware corporation (the Seller), and Bruce Power, LLC, a Delaware limited liability company (the Purchaser and, together with the Seller, the Parties).

Membership Interest Purchase Agreement Among Msa Worldwide, Llc, Globe Holding Company, Llc, Sellers, Sellers Representative and Principals (June 28th, 2017)

This Membership Interest Purchase Agreement (this Agreement) is entered into as of June 27, 2017, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company (Buyer), Globe Holding Company, LLC, a New Hampshire limited liability company (Target), the members of Target listed on Exhibit A (collectively, Sellers and, each individually, a Seller), Donald D. Welch, II, as Sellers Representative (as defined herein) for the purposes described herein, and each of George E. Freese, III, Robert A. Freese, and Donald D. Welch, II (collectively, Principals) for the purposes described herein. Buyer, Sellers, Sellers Representative, Principals and Target are referred to collectively herein as the Parties and individually as a Party.

Pandora Media Inc. – Membership Interest Purchase Agreement (June 14th, 2017)

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.

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among W2007/Acep MANAGERS VOTECO, LLC, W2007/Acep HOLDINGS, LLC and GOLDEN ENTERTAINMENT, INC. Dated as of June 10, 2017 (June 12th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of June 10, 2017 (hereinafter called this Agreement), is entered into by and among Golden Entertainment, Inc., a Minnesota corporation (Buyer), W2007/ACEP Managers Voteco, LLC, a Delaware limited liability company (Voteco), and W2007/ACEP Holdings, LLC, a Delaware limited liability company (Holdco, and together with Voteco, Seller). Holdco, Voteco and Buyer are each a Party and collectively the Parties.

Helix TCS, Inc. – Membership Interest Purchase Agreement (June 8th, 2017)

This Membership Interest Purchase Agreement ("Agreement") is made as of June 1, 2017 ("Effective Date"), by Helix TCS, Inc. a Delaware corporation, as Buyer, and the individuals identified as Sellers on the cover page to the Agreement who have executed the signature page to this Agreement as Sellers.

Membership Interest Purchase Agreement by and Among Spo Partners Ii, L.P. (Solely for Purposes of Section 6.14), as Seller Parent, Vulcan Materials Company (Solely for Purposes of Section 6.15), as Buyer Parent, Aggregates Usa Holdings Sub, Llc, as Seller, Vulcan Construction Materials, Llc, as Buyer, and Aggregates Usa, Llc, as the Company, Dated as of May 24, 2017 (May 25th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of May 24, 2017 (the Signing Date), is entered into by and among VULCAN CONSTRUCTION MATERIALS, LLC, a Delaware limited liability company (Buyer), AGGREGATES USA HOLDINGS SUB, LLC, a Delaware limited liability company (Seller), AGGREGATES USA, LLC, a Delaware limited liability company (the Company), solely for purposes of Section 6.14, SPO PARTNERS II, L.P., a Delaware limited partnership (Seller Parent) and solely for purposes of Section 6.15, VULCAN MATERIALS COMPANY, a New Jersey corporation (Buyer Parent). Individually, each of Buyer, Seller Parent, Seller and the Company is a Party and, collectively, they are the Parties.

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 (May 24th, 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.

Strongbow Resources Inc. – Membership Interest Purchase Agreement (May 24th, 2017)

JM MAGNA HOLDINGS, LLC, a limited liability company formed under the laws of the State of Nevada (JM Magna and, together with MAB Resources, the Sellers),

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 (May 24th, 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

Worlds Online Inc. – Membership Interest Purchase Agreement (May 15th, 2017)

This Membership Interest Purchase Agreement (this "Agreement") is entered into on May 10, 2017, by and among Sigal Consulting LLC, a Massachusetts limited liability company (the "Company"), MariMed Inc. (formerly known as Worlds Online Inc.), a Delaware corporation ("MRMD"), MariMed Advisors Inc., a Delaware corporation ("Buyer"), and each of Robert Fireman, Gerald J. McGraw Jr., Jon R. Levine, James E. Griffin Jr. and Timothy Shaw (each a "Seller" and collectively, the "Sellers"). Buyer, the Company, MRMD and the Sellers are sometimes collectively referred to herein as the "Parties" and each individually as a "Party."

Membership Interest Purchase Agreement (May 11th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of March 12, 2017, by and among (i) Robert N. Fried, an individual ("R. Fried"), (ii) Dr. Charles Brenner, an individual ("Dr. Brenner"), (iii) Jeffrey Allen, an individual ("J. Allen"; each of R. Fried, Dr. Brenner, and J. Allen, a "Seller", and collectively the "Sellers"), and ChromaDex Corporation, a Delaware corporation ("Buyer"). Sellers and Buyer are collectively referred to herein as the "Parties" and each individually as a "Party."

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. (May 4th, 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.

Strongbow Resources Inc. – Membership Interest Purchase Agreement (April 21st, 2017)
Strongbow Resources Inc. – Membership Interest Purchase Agreement (April 17th, 2017)

JM Magna Holdings, LLC (JM Magna and together with MAB, the Sellers and each of them a Seller), a limited liability company organized under the laws of the State of Nevada,

Strongbow Resources Inc. – Membership Interest Purchase Agreement (April 12th, 2017)
Hartman vREIT XXI, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of April 11, 2017 by and Between HARTMAN XX LIMITED PARTNERSHIP a Texas Limited Partnership and HARTMAN vREIT XXI, INC. A Maryland Corporation (April 12th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 11th day of April 2017 by and between HARTMAN XX LIMITED PARTNERSHIP, a Texas limited partnership ("Seller"), and HARTMAN vREIT, XXI, INC., a Maryland corporation ("Purchaser").

Strongbow Resources Inc. – Membership Interest Purchase Agreement (April 12th, 2017)
Membership Interest Purchase Agreement (April 5th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is made and entered into as of April 5, 2017 by and among Viacom International Inc., a Delaware corporation ("VII"), Paramount NMOC LLC, a Delaware limited liability company ("Paramount"), Lions Gate Films Holdings Company #2, Inc., a California corporation ("Lions Gate", and together with VII and Paramount, the "Sellers"), and Metro-Goldwyn-Mayer Studios Inc., a Delaware corporation ("Purchaser"). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Bulova Technologies – Membership Interest Purchase Agreement (April 4th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT("Agreement"), dated this 29th day of March 2017, is entered into between Bulova Technologies Group, Inc., a Florida Corporation ("Seller"), and Arc Technologies, Inc., a Wyoming Corporation ("Buyer").

Bright Mountain Acquisition Corp – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated March 3, 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) (March 9th, 2017)

This Membership Interest Purchase Agreement (Agreement) dated March 3, 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 the members of Daily Engage listed on the signature page and Schedule A hereto, constituting all of the members of Daily Engage (collectively, the Members and individually a Member), each having an address set forth on Schedule A hereto.

Linn Energy – Membership Interest Purchase Agreement (March 3rd, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made effective as of February 28, 2017 (the Effective Date), by and between Linn Energy, LLC, a Delaware limited liability company (Seller), and Linn Energy, Inc., a Delaware corporation (Buyer), under the following circumstances: