Membership Interest Purchase Agreement Sample Contracts

Gse Systems Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT (February 19th, 2019)

This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 15, 2019 (the “Effective Date”), is entered into between DP Engineering Ltd. Co., a Texas limited liability company  the “Company”), Steven L. Pellerin, an individual resident in the State of Texas and Christopher A. Davenport, an individual resident in the State of Texas (collectively, “Sellers”), GSE Performance Solutions, Inc., a Delaware corporation (“Buyer”), and Steven L. Pellerin, as a representative of the Sellers (the “Seller Representative”). Sellers may also be individually referred to as a “Seller Party” and, collectively, as the “Seller Parties.” Sellers, the Company and Buyer may be individually referred to as a “Party” and, collectively, as the “Parties.”

TrueCar, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among TrueCar, Inc.; Accu-Trade, LLC; Robert M. Hollenshead; and Jeffrey J. Zamora Dated as of February 8, 2019 (February 14th, 2019)
Body & Mind Inc. – NMG OHIO, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT JANUARY 31, 2019 MEMBERSHIP INTEREST PURCHASE AGREEMENT (February 6th, 2019)

This Membership Interest Purchase Agreement (this “Agreement”) is made as of January 31, 2019 (the “Effective Date”), by and among Nevada Medical Group, LLC, a Nevada limited liability company (“Purchaser”), the Persons listed on Exhibit A attached to this Agreement (each a “Seller” and together the “Sellers”), and NMG Ohio, LLC, an Ohio limited liability company (the “Company”).

Virgin Trains USA LLC – MEMBERSHIP INTEREST PURCHASE AGREEMENT (January 30th, 2019)

MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 17, 2018 (this “Agreement”), by and among BRIGHTLINE HOLDINGS LLC, a Delaware limited liability company (“Buyer”), DESERTXPRESS ENTERPRISES, LLC, a Nevada limited liability company (the “Company”), and BENNY’S HOLDCO, LLC, a Nevada limited liability Company (“Seller”).

Comstock Mining Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (January 29th, 2019)

This Membership Interest Purchase Agreement (this “Agreement”), dated January 24, 2019, is by and among COMSTOCK MINING INC., a Nevada corporation (“Seller”), with an address of 1200 American Flat Road, Virginia City, NV 89440, COMSTOCK MINING LLC, a Nevada limited liability company (the “Company”), and TONOGOLD RESOURCES, INC., a Delaware corporation (“Buyer”), with an address of 5666 La Jolla Boulevard, #315, La Jolla, CA 92037. Each of Buyer, the Company and Seller are sometimes referred to herein as a “Party” and, collectively, they are sometimes referred to as the “Parties”.

Fuelcell Energy Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN DOMINION GENERATION, INC. (as “Seller”) AND FUELCELL ENERGY FINANCE, LLC (as “Buyer”) Dated as of October 31, 2018 (January 10th, 2019)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (together with all Exhibits and Schedules (including the Disclosure Schedules) appended hereto, this “Agreement”), dated as of October 31, 2018 (the “Effective Date”), is made by and between Dominion Generation, Inc. a Virginia corporation (“Seller”), and FUELCELL ENERGY FINANCE, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller each may be referred to herein as a “Party”, and collectively as the “Parties”.  Capitalized terms used, and not otherwise defined, herein shall have the meanings set forth in Article I.

ZAGG Inc – EXECUTION MEMBERSHIP INTEREST PURCHASE AGREEMENT (January 8th, 2019)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of January 3, 2019, is made and entered into by and among (a) ZAGG HAMPTON LLC, a Delaware limited liability company (“Purchaser”); (b) HALO2CLOUD, LLC, a Delaware limited liability company (the “Company”); (c) the members of the Company named on the signature pages hereto (collectively, “Sellers”); (d) Patrick Keenan, as representative of Sellers (“Sellers’ Representative”); and (e) ZAGG Inc, a Delaware corporation and ultimate beneficial owner of 100% of the membership interests of Purchaser (“Parent”). Parent, Purchaser, the Company, Sellers and Sellers’ Representative may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

Visium Technologies, Inc. – FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (January 4th, 2019)

THIS FIRST AMENDMENT (this “Amendment”) TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 17, 2018 (“Amendment 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.

Healthier Choices Management Corp. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (December 26th, 2018)
TrueCar, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (December 7th, 2018)
Thestreet, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (December 6th, 2018)

This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 6, 2018, is entered into by and between Euromoney Institutional Investor PLC, a public limited company organized under the laws of England and Wales (“Buyer”), and TheStreet, Inc., a Delaware corporation (“Seller”).

Southwestern Energy Co – CLOSING AGREEMENT AND FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (December 4th, 2018)

This Closing Agreement and First Amendment to Membership Interest Purchase Agreement (this “Amendment”) is made and entered into this 3rd day of December, 2018, by and between SOUTHWESTERN ENERGY COMPANY, a Delaware corporation (“Seller”), and FLYWHEEL ENERGY OPERATING, LLC, a Delaware limited liability company (“Buyer”).  Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.  Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the MIPA (defined below).

New Jersey Resources Corp – MEMBERSHIP INTEREST PURCHASE AGREEMENT between NJR CLEAN ENERGY VENTURES II CORPORATION, as Seller, and SRIV PARTNERSHIP, LLC, as Buyer dated as of November 21, 2018 (November 21st, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 21, 2018 (the “Execution Date”), by and between NJR Clean Energy Ventures II Corporation, a New Jersey corporation (“Seller”), and SRIV Partnership, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Hunt Companies Finance Trust, Inc. – Dated as of April 30, 2018 HUNT MORTGAGE GROUP, LLCandFIVE OAKS INVESTMENT CORP. MEMBERSHIP INTEREST PURCHASE AGREEMENT (November 13th, 2018)
ARC Group, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (November 5th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 30th day of October, 2018, by and among ARC Group, Inc., a Nevada corporation (“ARC”), Fred D. Alexander, an individual (“Seller”) and SDA Holdings, LLC, a Louisiana limited liability company (“SDA”). ARC, Seller and SDA are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

AquaVenture Holdings Ltd – 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.

Enservco Corp – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ENSERVCO CORPORATION, (a Delaware corporation), ADLER HOT OIL HOLDINGS, LLC (a Delaware limited liability company) ADLER HOT OIL SERVICE, LLC (a Delaware limited liability company) SPELL CAPITAL MEZZANINE PARTNERS SBIC, LP, (a Delaware limited partnership), ALDINE CAPITAL FUND II, L.P., (a Delaware limited partnership), ALDINE SBIC FUND, L.P., (a Delaware limited partnership), EXMARQ CAPITAL PARTNERS, INC., (a Minnesota corporation), UNITED INSURANCE COMPANY OF AMERICA, (an Illinois corporation), Dated as of October 26, 2018 (November 1st, 2018)
RumbleON, 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.

Gex Management, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (October 24th, 2018)

WHEREAS, PAYEX is a limited liability company that owns certain service agreements of which true and correct copies have been reviewed and sent to Buyer by Seller; and

Boyd Gaming Corp – Amendment No. 2 to Membership Interest Purchase Agreement (October 18th, 2018)

Reference is made to that certain Membership Interest Purchase Agreement (as amended, the “Agreement”) dated as of December 17, 2017, by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., and, solely following the execution of a joinder, Pinnacle Entertainment, Inc., and Pinnacle MLS, LLC, as amended by Amendment No. 1 dated as of January 29, 2018. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.

Petro River Oil Corp. – 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)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of September __, 2018, is made and entered into by and among Daniel Leis, an individual (“D. Leis”), Aleksandra Leis, an individual (“A. Leis”); EOSEDU, LLC, an Arizona limited liability company, doing business as “EOS Education” (the “Company”), and Boxlight Corporation, a corporation organized under the laws of the State of Nevada (“BOXL” or the “Purchaser”).

Visium Technologies, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG Threat Surface Solutions Group LLC, a Virginia limited liability company, ACquired Data Solutions, INC., a Maryland corporation, Ramparts, LLC, a Maryland limited liability company, KEVIN ANDERSON, an individual AND VISIUM TECHNOLOGIES, INC., a Florida corporation September 4, 2018 (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.

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 Inc – 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.

Southwestern Energy Co – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN SOUTHWESTERN ENERGY COMPANY as Seller and FLYWHEEL ENERGY OPERATING, LLC as Buyer dated August 30, 2018 (September 4th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”) is dated as of August 30, 2018 (the “Execution Date”), by and between SOUTHWESTERN ENERGY COMPANY, a Delaware corporation (“Seller”) and FLYWHEEL ENERGY OPERATING, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

Magellan Midstream Partners Lp – 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)

This Membership Interest Purchase Agreement (this “Agreement”), dated August 20, 2018 (the “Execution Date”) is entered into by and among Plains Pipeline, L.P., a Texas limited partnership (“Plains Seller”), Magellan OLP, L.P., a Delaware limited partnership (“Magellan Seller”, each of Plains Seller and Magellan Seller, a “Seller”, and together, the “Sellers”), and Mapleleaf Midstream, LLC, a Delaware limited liability company (“Buyer”). Buyer and Sellers shall be referred to herein individually as a “Party” and collectively as the “Parties”.

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”).

Harvest Oil & Gas Corp. – 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.”

Black Box Corp – 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 Energy Corp – 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”).