Membership Interests Purchase Agreement Sample Contracts
EXHIBIT 99.1 MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • July 21st, 2004 • Ashworth Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • November 3rd, 2011 • Marine Drive Mobile Corp. • Gold and silver ores • Nevada
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (the “Agreement”) made this 26th day of August, 2011 by and among, Marine Drive Mobile Corp., a Nevada corporation (“Pubco”) on one hand and I Like A Deal, LLC a Nevada limited liability company (the “Company”) and Andrew Strauss (“Andrew”) and Mark Nichols (“Mark”), together the Company’s members (the “Selling Members”), on the other hand.
75% MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • January 11th, 2007 • Sl Green Realty Corp • Real estate investment trusts • New York
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (“Agreement”), made as of January 5, 2007, by and between 1350 MEZZANINE LLC, a Delaware limited liability company, having an office at 625 Reckson Plaza, Uniondale, New York 11556 (“Seller”) and SL Green Operating Partnership, L.P., a Delaware limited partnership, having an office c/o SL Green Realty Corp., 420 Lexington Avenue, New York, New York 10170 (“Purchaser”) and SL Green Realty Corp., a Maryland corporation, having an office at 420 Lexington Avenue, New York, New York 10170 (“Parent”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • April 19th, 2005 • Apollo Resources International Inc • Miscellaneous chemical products • Texas
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of the 7th day of February, 2005, is made by and between Apollo Resources International, Inc., a Utah corporation (“Buyer”), and SW Energy Investments, Inc., a Texas corporation (“Seller”).
EXECUTION VERSION MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of April 7, 2017 by and between SLF Holdings, LLC, Uniti Fiber Holdings Inc., and Uniti Group Inc. PageMembership Interests Purchase Agreement • May 5th, 2020 • New York
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • October 27th, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of October 9, 2020, is entered into by and among Coincross, LLC, a Delaware limited liability company (“Coincross”, or “Seller”), and Prometheum, Inc., a Delaware corporation (the “Purchaser”). The Seller and the Purchaser may be referred to herein as a “Party” and collectively, as the “Parties”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Louisiana
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated May 16, 2006 (“Agreement Date”), to be effective only upon the closing of the Refinancing (as hereinafter defined), is entered into by and between GAMECO HOLDINGS, INC., a Delaware corporation (“Seller”), and JACOBS ENTERTAINMENT, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in context are defined in Section 12.15.
Pinnacle Entertainment, Inc. Ameristar Lake Charles Holdings, LLC Ameristar Casino Lake Charles, LLC Las Vegas, Nevada 89148Membership Interests Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
Reference is hereby made to that certain Membership Interests Purchase Agreement (the “Agreement”) dated as of July 24, 2013, by and among GNLC Holdings, Inc. (“Buyer”), Pinnacle Entertainment, Inc. (“Parent”), Ameristar Lake Charles Holdings, LLC (the “Member”), and Ameristar Casino Lake Charles, LLC (the “Company”), as amended prior to the date hereof. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
THIRD AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Texas
This Transitional Services Agreement (together with the Schedules hereto, this “Agreement”) is made as of the 21st day of November, 2013 (the “Effective Date”), by and between Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), and GNLC Holdings, Inc., a Louisiana corporation (“Buyer”). Pinnacle and Buyer may hereafter be referred to individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of July 24, 2013 among GNLC HOLDINGS, INC. as Buyer PINNACLE ENTERTAINMENT, INC. as Parent AMERISTAR CASINO LAKE CHARLES, LLC as the Company and AMERISTAR LAKE CHARLES HOLDINGS, LLC as the MemberMembership Interests Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Nevada
This Membership Interests Purchase Agreement dated as of July 24, 2013 (this “Agreement”) is among GNLC Holdings, Inc., a Louisiana corporation (“Buyer”), on the one hand, and Pinnacle Entertainment, Inc., a Delaware corporation (“Parent”), and if they execute and deliver joinder signature pages to this Agreement, Ameristar Casino Lake Charles, LLC, a Louisiana limited liability company (the “Company”), and Ameristar Lake Charles Holdings, LLC, a Louisiana limited liability company (the “Member”), on the other hand. This Agreement shall be binding on Buyer and Parent upon execution and delivery of this Agreement by each of them, to the extent herein provided, and the rights and obligations of the Member and the Company hereunder shall only become effective if and when they become parties hereto. Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.
MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND AMONG NEWPARK RESOURCES, INC., NEWPARK DRILLING FLUIDS LLC, NEWPARK TEXAS, L.L.C., CCS INC., AND CCS ENERGY SERVICES LLC Dated as of April 16, 2008Membership Interests Purchase Agreement • May 2nd, 2008 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2008, is entered into by and among Newpark Resources, Inc., a Delaware corporation (“Newpark”), Newpark Drilling Fluids LLC, a Texas limited liability company and a direct wholly-owned subsidiary of Newpark (“DFI”), Newpark Texas, L.L.C., a Louisiana limited liability company and an indirect wholly-owned subsidiary of Newpark (“Newpark Texas”), CCS Inc., an Alberta corporation (“CCS”) and CCS Energy Services LLC, a Louisiana limited liability company (“Purchaser”), and an Affiliate of CCS.
EX-2.1 2 d318982dex21.htm MEMBERSHIP INTERESTS PURCHASE AGREEMENT EXECUTION COPY MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among SABA SOFTWARE, INC., a Delaware corporation; HAL ACQUISITION SUB INC., a Delaware corporation; MARTIN SACKS, an...Membership Interests Purchase Agreement • May 5th, 2020 • California
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 19, 2012, by and among Saba Software, Inc., a Delaware corporation (“Parent”), HAL Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), HumanConcepts, LLC, a California limited liability company (the “Company”), and Martin Sacks, an individual (“Seller”). Certain capitalized terms in this Agreement are defined in Exhibit A.
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Texas
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of the 1st day of March, 2006, is made by and between Earth Biofuels, Inc., a Delaware corporation (“Buyer”), and Dr. Miguel J. Dabdoub (“Seller”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT (HMG to Christoph) December, 2012 TransactionMembership Interests Purchase Agreement • May 5th, 2020 • Florida
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT is made and entered into as of December __, 2012 (“Effective Date”), by and among THE CHRISTOPH FAMILY TRUST, FBO ROBERT W. CHRISTOPH, JR. (“Christoph Jr. Trust”), THE CHRISTOPH FAMILY TRUST, FBO HUNTER CHRISTOPH (“Hunter Trust”; together with the Christoph Jr. Trust, each individually, a “Buyer” and collectively, the “Buyers”) and HMG BAYSHORE, LLC, a Florida limited liability company (“HMG Bayshore”), COURTLAND BAYSHORE RAWBAR, LLC, a Florida limited liability company (“HMG Rawbar”) and COURTLAND BAYSHORE RESTAURANT, LLC, a Florida limited liability company (“HMG Restaurant”) (HMG Bayshore, HMG Rawbar and HMG Restaurant individually, a “Seller” and collectively, the “Sellers”).
1 EXHIBIT 10.26 MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • March 21st, 1997 • Senior Tour Players Development Inc • Services-amusement & recreation services • Nevada
Pinnacle Letterhead]Membership Interests Purchase Agreement • November 12th, 2013 • Pinnacle Entertainment Inc. • Hotels & motels
Reference is hereby made to that certain Membership Interests Purchase Agreement (the “Agreement”) dated as of July 24, 2013, by and among GNLC Holdings, Inc., Pinnacle Entertainment, Inc., Ameristar Casino Lake Charles, LLC, and Ameristar Lake Charles Holdings, LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
Pinnacle Entertainment, Inc. Ameristar Lake Charles Holdings, LLC Ameristar Casino Lake Charles, LLC Las Vegas, Nevada 89148Membership Interests Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
Reference is hereby made to that certain Membership Interests Purchase Agreement (the “Agreement”) dated as of July 24, 2013, by and among GNLC Holdings, Inc., Pinnacle Entertainment, Inc., Ameristar Casino Lake Charles, LLC, and Ameristar Lake Charles Holdings, LLC, as amended prior to the date hereof. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of March 14, 2012 among CREATIVE CASINOS OF LOUISIANA, L.L.C. as the Company CREATIVE CASINOS, LLC as the Member and AMERISTAR CASINOS, INC. as the BuyerMembership Interests Purchase Agreement • March 16th, 2012 • Ameristar Casinos Inc • Hotels & motels • Nevada
This Membership Interests Purchase Agreement dated as of March 14, 2012 (this “Agreement”) is among Ameristar Casinos, Inc., a Nevada corporation (“Buyer”), Creative Casinos of Louisiana, L.L.C., a Louisiana limited liability company (the “Company”), and Creative Casinos, LLC (the “Member”). Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.
AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • June 4th, 2025 • Safe & Green Development Corp • Real estate • Delaware
This Amendment (this “Amendment”), effective as of the 2nd day of June, 2025, to the Membership Interests Purchase Agreement, dated February 25, 2025 (the “Purchase Agreement”), by and among Safe and Green Development Corporation, a Delaware corporation (the “Purchaser”), Resource Group US Holdings LLC, a Florida limited liability company (the “Company”) and each of the members of the Company set forth on the signature pages to the Purchase Agreement (collectively, the “Equityholders” and each, individually, a “Equityholder”). Capitalized terms used herein without definition shall have the meanings assigned in the Purchase Agreement.
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among SAFE AND GREEN DEVELOPMENT CORP., as Buyer, THE MEMBERS OF MAJESTIC WORLD HOLDINGS LLC LISTED ON EXHIBIT A ATTACHED HERETO, MAJESTIC WORLD HOLDINGS LLC, and SELLERS REPRESENTATIVE, as Sellers Dated...Membership Interests Purchase Agreement • February 13th, 2024 • Safe & Green Development Corp • Real estate
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of this 7th day of February, 2024 (the “Closing Date”), is by and among Safe and Green Development Corp., a Delaware corporation (the “Buyer”), the members listed on Exhibit A attached hereto (the “Members”) of Majestic World Holdings LLC, a Wyoming limited liability company (the “Company” and, collectively with the Members, the “Sellers,” and Matthew A. Barstow, an individual (the “Sellers Representative”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • July 1st, 2024 • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interests Purchase Agreement • March 10th, 2014 • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of March , 2014, is entered into by and between Green Field Energy Services, Inc. (“GFES” or “Seller”), a Delaware corporation, and [Entity to be formed] (“Buyer”), a [entity TBD].
HG HOLDINGS, INC. and SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMembership Interests Purchase Agreement • November 18th, 2021 • HG Holdings, Inc. • Real estate investment trusts
On September 1, 2021, HG Holdings, Inc. (the “Company”) entered into a Membership Interests Purchase Agreement (the “Purchase Agreement”) with Title Agency Ventures LLC, a Delaware limited liability company (“TAV”), and Fidelis US Holdings, Inc., a Delaware corporation (“Seller”). On such date, pursuant to the Purchase Agreement and in an immediate sign-and-close transaction, the Company purchased 50% of the membership interests of TAV from Seller (the “Second Acquisition”) for $2.2 million (the “Purchase Price”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among DISCOVERREADY LLC, a Delaware limited liability company, DR HOLDCO LLC, a Delaware limited liability company STEVEN R. HARBER, an individual DAVID SHUB, an individual JAMES K. WAGNER, an individual...Membership Interests Purchase Agreement • November 6th, 2009 • Dolan Media CO • Newspapers: publishing or publishing & printing • New York
Membership Interests Purchase Agreement by and between Dale Jennings, Paul Abbott, Shawn McKeever and Mickey Ellis as the Sellers and GSE Power Systems, Inc. as the PurchaserMembership Interests Purchase Agreement • November 17th, 2014 • Gse Systems Inc • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT ("Agreement") is entered into as of November __, 2014, by and between Dale Jennings ("Dale"), Paul Abbott, Shawn McKeever and Mickey Ellis (collectively, the "Sellers" and each, individually, a "Seller"), and GSE Power Systems, Inc., a Delaware corporation, or its designee ("Purchaser").
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • November 21st, 2024 • reAlpha Tech Corp. • Real estate • Delaware
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of November 20, 2024, by and among: (i) reAlpha Tech Corp., a Delaware corporation with its principal place of business at 6515 Longshore Loop, Dublin, Ohio 43017 (the “Buyer”), (ii) USRealty Brokerage Solutions, LLC, a Delaware limited liability company with its principal place of business at 991 Hwy 22, Ste. 200, Bridgewater, NJ 08807 (the “Company”), (iii) Unreal Estate LLC, a Delaware limited liability company with its principal place of business at 991 Hwy 22, Ste. 200, Bridgewater, NJ 08807, as the selling member of the Company (the “Seller”), and (iv) Unreal Estate Inc. (f/k/a Abode Technologies, Inc.), a Delaware corporation with its principal place of business at 332 South Michigan Avenue, Suite 121-A19, Chicago, IL 60604 (the “Parent”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • February 2nd, 2010 • Orion Marine Group Inc • Heavy construction other than bldg const - contractors • Texas
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT ("Agreement"), is made as of January 28, 2010, by and among LaQuay Holdings, Inc., a Texas corporation (the "Seller"), Timothy W. LaQuay ("Tim"), Linda F. LaQuay ("Linda") (Tim and Linda are the principal shareholders of the Seller and shall be hereinafter collectively referred to as the "Principal Shareholders") and Seagull Services, LLC, a Delaware limited liability company ("Purchaser"). Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in Article VII hereof.
AMENDMENT NO. 1 TO THE MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • October 31st, 2008 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas
This Amendment No. 1 to the Membership Interests Purchase Agreement (this “Amendment”), dated as of June 30, 2008, is entered into by and among Newpark Resources, Inc., a Delaware corporation (“Newpark”), Newpark Drilling Fluids LLC, a Texas limited liability company and a direct wholly-owned subsidiary of Newpark (“DFI”), Newpark Texas, L.L.C., a Louisiana limited liability company and an indirect wholly-owned subsidiary of Newpark (“Newpark Texas”), CCS Inc., an Alberta corporation (“CCS”), and CCS Midstream Services, LLC, a Louisiana limited liability company (“Purchaser”), and an Affiliate of CCS.
Amendment To Membership Interests Purchase AgreementMembership Interests Purchase Agreement • May 14th, 2015 • Gse Systems Inc • Services-prepackaged software
This Amendment, dated as of this 13th day of May, 2015, amends that certain Membership Interests Purchase Agreement, dated November 14, 2014, by and among Dale Jennings, Paul Abbott, Shawn McKeever and Mickey Ellis, as "Sellers" thereunder, and GSE Performance Solutions, Inc. (previously known as GSE Power Systems, Inc.), as "Purchaser" thereunder (the "Agreement") and is entered into by and between Shawn McKeever, acting in his capacity as Sellers' Representative as defined in, and authorized by, the Agreement, and the Purchaser.
FIRST AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • October 27th, 2010 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts
This FIRST AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 22, 2010 (the “Amendment Date”), by and among Lakeshore Aqua Rental LLC, an Illinois limited liability company (“Seller 1”) and Magellan Aqua LLC, an Illinois limited liability company (“Seller 2” and together with Seller 1, collectively, “Seller”), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (“Purchaser”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • January 14th, 2014 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • New York
This Lease (as amended, restated, replaced, supplemented, or otherwise modified from time-to-time, this “Lease”) is dated as of , 2014 (the “Effective Date”), and is made by and between:
AMENDMENT NO. 2 TO THE MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • October 31st, 2008 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas
This Amendment No. 2 to the Membership Interests Purchase Agreement (this “Amendment”), dated as of September 30, 2008, is entered into by and among Newpark Resources, Inc., a Delaware corporation (“Newpark”), Newpark Drilling Fluids LLC, a Texas limited liability company and a direct wholly-owned subsidiary of Newpark (“DFI”), Newpark Texas, L.L.C., a Louisiana limited liability company and an indirect wholly-owned subsidiary of Newpark (“Newpark Texas”), CCS Inc., an Alberta corporation (“CCS”), and CCS Midstream Services, LLC, a Louisiana limited liability company (“Purchaser”), and an Affiliate of CCS.
Pinnacle Letterhead]Membership Interests Purchase Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels
Reference is hereby made to that certain Membership Interests Purchase Agreement (the “Agreement”) dated as of July 24, 2013, by and among GNLC Holdings, Inc., Pinnacle Entertainment, Inc., Ameristar Casino Lake Charles, LLC, and Ameristar Lake Charles Holdings, LLC. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.
Membership Interests Purchase Agreement by Addus HealthCare, Inc. (“Buyer”), American Health Companies, LLC (“Seller Parent”), HHH Newco Holdings, LLC (“Seller”), and each Acquired Company (as defined herein) Dated June 28, 2023Membership Interests Purchase Agreement • August 1st, 2023 • Addus HomeCare Corp • Services-home health care services • Delaware
This Membership Interests Purchase Agreement (“Agreement”) is made as of June 28, 2023 by Addus HealthCare, Inc., an Illinois corporation (“Buyer”), American Health Companies, LLC, a Tennessee limited liability company (“Seller Parent”), HHH Newco Holding, LLC, a Michigan limited liability company (“Seller”), and each of the Acquired Companies (defined below). Buyer, Seller Parent, Seller, and each Acquired Company are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among AND ORION CONCRETE CONSTRUCTION, LLC AUGUST 5, 2015Membership Interests Purchase Agreement • August 7th, 2015 • Orion Marine Group Inc • Heavy construction other than bldg const - contractors • Texas
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (“Agreement”), is made as of August 5, 2015, by and among T.A.S. Holdings, LLC, a Delaware limited liability company(“Seller”), and Orion Concrete Construction, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in Article VII hereof.