MEMBERSHIP INTEREST PURCHASE AGREEMENT
Exhibit 10.1
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”).
WHEREAS,
Seller owns 66.67% of the membership interests in the Company
(the “ICO Membership Interest”).
WHEREAS,
Buyer desires to purchase from Seller and Seller desires to sell to
Buyer the ICO Membership Interest on the terms and subject to the
conditions set forth herein.
NOW,
THEREFORE, the parties agree as follows:
1. Purchase and Sale of ICO
Membership Interest.
1.1
Sale and Purchase. At the Closing, Buyer shall purchase from
Seller and Seller shall sell to Buyer the ICO Membership Interest
for 300,000 shares of common stock, par value $0.0001 of the Seller
(having a value of $250,000) (the “Petro River Stock”)
subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements
contained herein (the "Sale and Purchase").
1.2
Terms of Payment. The Seller shall deliver the Petro River
Stock within 5 business days of the Closing.
1.3
Closing. The Sale and Purchase shall take place at 10:00 AM on
the date hereof at the corporate office of Buyer, which time and
place are designated as the "Closing."
1.4 Deliveries at Closing. At the Closing,
the parties shall execute and deliver an Assignment and Assumption
Agreement substantially in the form attached as Exhibit A
hereto and such other documents as are
customary and reasonably necessary to consummate the transactions
contemplated hereby including but not limited all financial
documents, bank accounts and bank statements, corporate documents
and any other items reasonably requested by
Buyer.
1.5
Consent by Company. The Company hereby consents to the sale and
purchase of the ICO Membership Interest set forth in this
Agreement.
2. Representations and Warranties
of Seller. Seller hereby represents and warrants as
follows:
2.1 Organization and Qualification. Seller is
a limited liability company duly organized and validly existing
under the laws of the State of Delaware.
Seller has all requisite power and authority to carry on its
business as currently conducted. Seller is duly qualified to
transact business.
2.3
Authorization. As of the Closing, all action on the part of
Seller, its officers, directors and existing members necessary for
the authorization, execution and delivery of this Agreement and the
performance of all obligations of Seller hereunder shall have been
taken, and this Agreement, assuming due execution by the parties
hereto, will constitute a valid and legally binding obligation of
Seller, enforceable in accordance with its respective
terms.
3. Representations and Warranties
of Buyer. Buyer hereby represents and warrants
that:
3.1
Investment. Buyer is acquiring the Membership Interests for
investment for its own account and not with the view to, or for
resale in connection with, any distribution thereof.
3.2
Authorization. As of the Closing, all action on the part of
Buyer and its respective officers and directors necessary for the
authorization, execution and delivery of this Agreement and the
performance of all obligations of Buyer hereunder shall have been
taken.
4. Miscellaneous.
4.1 Governing Law. This Agreement shall be
governed in all respects by the laws of the State
of New
York, without regard to any
provisions thereof relating to conflicts of laws among different
jurisdictions.
ALL SIGNATURES ON FOLLOWING PAGE
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
October 2, 2018.
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ICO LIQUIDATING TRUST, LLC
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By:
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/s/ Xxxx Xxxxx
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By:
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/s/ Xxxxxxx
Xxxxxxx
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Xxxx Xxxxx, Manager
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Xxxxxxx Xxxxxxx, President
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LBE
Partners, LLC
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By:
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/s/ Xxxx Xxxxx
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Xxxx Xxxxx, Manager
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