MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG HEALTHSTREAM, INC., LITTRELL HOLDINGS, INC., HEALTHLINE SYSTEMS, INC., THE SHAREHOLDERS OF HEALTHLINE SYSTEMS, INC. AND (IN HIS INDIVIDUAL CAPACITY AND AS THE SHAREHOLDERS’ REPRESENTATIVE) DAN LITTRELLMembership Interest Purchase Agreement • February 13th, 2015 • Healthstream Inc • Services-computer programming, data processing, etc. • Delaware
This Membership Interest Purchase Agreement (the “Agreement”), made and entered into as of February 12, 2015, is by and among HealthStream, Inc., a Tennessee corporation (“HealthStream”), Littrell Holdings, Inc., a Delaware corporation, (the “Seller”), HealthLine Systems, Inc., a California corporation (the “Company”; for the avoidance of doubt, the references to the Company herein will also include, where applicable, the California limited liability company that will become the legal successor to HealthLine Systems, Inc. as a result of the Restructuring), the Littrell Family Trust dated November 7, 1990, the Nancy Littrell 2012 Spouse and Family Trust dated December 21, 2012 and the Dan Littrell 2012 Family Gift Trust dated December 21, 2012 (individually, a “Shareholder” and collectively, the “Shareholders”) and Dan Littrell in his individual capacity (“Littrell”) and as the Shareholders’ Representative (as defined below). Capitalized terms used herein and not otherwise defined herei
