Membership Interests Purchase Agreement Sample Contracts

Exhibit 10.1 LLC MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of February __, 2005
Membership Interests Purchase Agreement • March 8th, 2005 • Hersha Hospitality Trust • Real estate investment trusts • Virginia
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MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership 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 AGREEMENT
Membership 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 AGREEMENT
Membership 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”).

MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership 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 AGREEMENT
Membership 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 89148
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. (“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 AGREEMENT
Membership 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 Member
Membership 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, 2008
Membership 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.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership Interests Purchase Agreement • November 11th, 2016 • New York

entered into as of September 30, 2016, by and among Quadrant Metals Technologies LLC, a Delaware limited liability company (“Quadrant”) a wholly-owned subsidiary of ARC Group Worldwide, Inc., a Utah corporation (“Parent”), Doug McCarron (“McCarron”) and Diana Quasha (“Quasha” and collectively with McCarron and Quadrant, “Sellers” and each individually, a “Seller”), and Winchester Electronics Corporation, a Delaware corporation (“Purchaser”).

MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership 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”).

1 EXHIBIT 10.26 MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership 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 89148
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, 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 Buyer
Membership 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.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT November 30, 2006 PURE EARTH, INC. AS BUYER AND SHARI L. MAHAN SOLE MEMBER OF ENVIRONMENTAL VENTURE PARTNERS, LLC BIO METHODS, LLC GEO METHODS, LLC AS SELLER
Membership Interests Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania

This Membership Interests Purchase Agreement and its Exhibit A, dated as of November _____, 2006 (“Agreement”), is being entered into by and among Shari L. Mahan (“Seller”), the sole Member of Environmental Venture Partners, LLC, BIO Methods, LLC and GEO Methods, LLC, each being a Delaware limited liability company (said limited liability companies being collectively referred to as “EVP”), and Pure Earth, Inc., a Delaware corporation (“PEI”) as the Buyer (“Buyer”). The parties to this Agreement are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

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”).

FIRST AMENDMENT TO
Membership Interests Purchase Agreement • January 11th, 2007 • Reckson Operating Partnership Lp • Real estate investment trusts

THIS FIRST AMENDMENT TO 25% MEMBERSHIP INTERESTS PURCHASE AGREEMENT ("Amendment"), made as of January 9, 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”).

FIRST AMENDMENT TO
Membership Interests Purchase Agreement • January 11th, 2007 • Reckson Operating Partnership Lp • Real estate investment trusts

THIS FIRST AMENDMENT TO 75% MEMBERSHIP INTERESTS PURCHASE AGREEMENT ("Amendment"), made as of January 9, 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 Agreement by and between Dale Jennings, Paul Abbott, Shawn McKeever and Mickey Ellis as the Sellers and GSE Power Systems, Inc. as the Purchaser
Membership 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").

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MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership 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 AGREEMENT
Membership 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.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated April 25, 2007 by and between DRA G&I FUND VI REAL ESTATE INVESTMENT TRUST and COLONIAL PROPERTIES TRUST
Membership Interests Purchase Agreement • May 1st, 2007 • Colonial Realty Limited Partnership • Real estate investment trusts • Delaware

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2007 (the “Execution Date”), by and between (i) DRA G&I FUND VI REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (“Buyer”), and (ii) COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust (“Colonial REIT”).

Amendment To Membership Interests Purchase Agreement
Membership 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.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT (RETAIL JOINT VENTURE) dated April 25, 2007 by and between OZRE Retail LLC as Buyer and COLONIAL PROPERTIES TRUST, as Colonial REIT
Membership Interests Purchase Agreement • May 1st, 2007 • Colonial Realty Limited Partnership • Real estate investment trusts • Delaware

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (RETAIL JOINT VENTURE) (this “Agreement”) is made and entered into as of April 25, 2007 (the “Execution Date”), by and between (i) OZRE Retail LLC, a Delaware limited liability company (“Buyer”), and (ii) COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust (“Colonial REIT”).

FIRST AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership 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 AGREEMENT
Membership 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 AGREEMENT
Membership 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.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among Nikola Corporation, as the Buyer, Wabash Valley Resources LLC, as the Company, and the Persons listed in Exhibit A, as the Sellers, Dated as of June 22, 2021
Membership Interests Purchase Agreement • June 28th, 2021 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware

MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2021 (the “Closing Date”), by and among Nikola Corporation, a Delaware corporation (the “Buyer”), Wabash Valley Resources LLC, a Delaware limited liability company (the “Company”), and each of the Persons listed in Exhibit A hereto (each, a “Seller” and, collectively, the “Sellers”). The parties may hereinafter be referred to collectively as “Parties” or individually as “Party”.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among STRATIM CLOUD ACQUISITION CORP., EACH OF THE MEMBERS OF FORCE PRESSURE CONTROL, LLC, and FORCE PRESSURE CONTROL, LLC dated as of March 21, 2023
Membership Interests Purchase Agreement • March 22nd, 2023 • Stratim Cloud Acquisition Corp. • Blank checks • Delaware

This Membership Interests Purchase Agreement, dated as of March 21, 2023 (this “Agreement”), is made and entered into by and among Stratim Cloud Acquisition Corp., a Delaware corporation (“Acquiror”), each of the individuals listed on the signature pages hereto (each a “Member” and collectively, the “Members”) and Force Pressure Control, LLC, a Texas limited liability company (the “Company”).

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, 2023
Membership 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, 2015
Membership 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.

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