April 1, 2003 Noto Holdings LLC 342 West Putnam Avenue Greenwich, CT 07840 RE: UAG Connecticut I, LLC (the "Company") Gentlemen: This letter is provided in connection with Noto Holdings LLC ("Noto") acquisition of a membership interest in the Company...Membership Interest Acquisition Agreement • August 14th, 2003 • Uag Connecticut I LLC
This letter is provided in connection with Noto Holdings LLC ("Noto") acquisition of a membership interest in the Company pursuant to the First Amended and Restated Limited Liability Company Agreement (the "Agreement") dated March 1, 2001 by and between Noto and UAG Connecticut, LLC ("UAG").
EX-10.5 27 d274255dex105.htm MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • May 5th, 2020 • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors I, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives I, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW – Richmond, LLC (the “Company”), K-W Properties (the “Manager”), KW Executives – Richmond, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
LBM Midco, LLCMembership Interest Acquisition Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials
In connection with the acquisition of US LBM Holdings, LLC (“Holdings”) by LBM Acquisition, LLC (“Buyer”), pursuant to the Membership Interest Acquisition Agreement, dated as of July 24, 2015 (as amended from time to time), by and among, Buyer, Holdings, BEP/US LBM Intermediate Investors, LLC, US LBM Super Holdings, LLC, US LBM Excess Rollover, LLC, and, solely for purposes of Section 10.7 and ARTICLE 12 therein, BlackEagle Partners Fund, L.P. (the “Purchase Agreement”), Kelso & Company, L.P. (“Kelso”) and BlackEagle Partners, LLC (“BlackEagle”) entered into a letter agreement, dated as of August 20, 2015, by and among Holdings, Kelso and BlackEagle (the “Advisory Agreement”) setting forth certain agreements, including the payment of advisory fees by Holdings to Kelso, BlackEagle and the Other Members (as defined in the Advisory Agreement). In connection with the initial public offering by US LBM Holdings, Inc. (“US LBM”) of shares of its Class A common stock pursuant to US LBM’s Regis
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among SG KW Venture I Manager, LLC (the “Company”), K-W Properties (the “Manager”), SG KW Venture I Executives, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Montclair, LLC (the “Company”), K-W Properties (the “Manager”), KW Montclair Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors II, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives II, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Summer House Manager, LLC (the “Company”), K-W Properties (the “Manager”), KW Summer House Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors III, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives III, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors V, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives V, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest Acquisition Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Blossom Hill Manager, LLC (the “Company”), K-W Properties (the “Manager”), KW Blossom Hill Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
