ContractMembership Interest and Stock Purchase Agreement • May 5th, 2020 • Delaware
EX-2.1 2 exhibit21.htm EXHIBIT 2.1 AMENDMENT TO MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT Exhibit 2.1 Execution Version FIRST AMENDMENT TO THE MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT This First Amendment to the Membership Interest and Stock Purchase Agreement, dated as of July 1, 2017 (this “Amendment”), is entered into by and among CenStar Energy Corp., a New York corporation (“Buyer”), Spark Energy, Inc., a Delaware corporation (“Guarantor”), and Verde Energy USA Holdings, LLC, a Delaware limited liability company (“Seller” and, together with Buyer and the Guarantor, the “Parties” and each a “Party”). WHEREAS, the Parties have entered into that certain Membership Interest and Stock Purchase Agreement, dated May 5, 2017 (as heretofore amended, supplemented or modified, the “Agreement”); WHEREAS, Section 12.1 of the Agreement provides that the Agreement may be amended, modified, or supplemented only by written agreement of the parties thereto; WHEREAS, the Parties desir
FIRST AMENDMENT TO THE MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENTMembership Interest and Stock Purchase Agreement • July 6th, 2017 • Spark Energy, Inc. • Electric & other services combined • Delaware
This First Amendment to the Membership Interest and Stock Purchase Agreement, dated as of July 1, 2017 (this “Amendment”), is entered into by and among CenStar Energy Corp., a New York corporation (“Buyer”), Spark Energy, Inc., a Delaware corporation (“Guarantor”), and Verde Energy USA Holdings, LLC, a Delaware limited liability company (“Seller” and, together with Buyer and the Guarantor, the “Parties” and each a “Party”).
membership interest and stock purchase agreement by and among SOC TELEMED, INC., ACCESS PHYSICIANS Management Services Organization, LLC, the membersHIP INTEREST HOLDERS OF ACCESS PHYSICIANS Management Services Organization, LLC, HEP AP-B CORP.,...Membership Interest and Stock Purchase Agreement • March 30th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Delaware
THIS MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 26, 2021, is made by and among SOC Telemed, Inc., a Delaware corporation (“Buyer”), Access Physicians Management Services Organization, LLC, a Texas limited liability company (the “Company”), HEP AP-B Corp., a Delaware corporation (“Blocker”), the Persons listed on Exhibit A hereto (the “Company Sellers”), Health Enterprise Partners III, L.P. (“Blocker Seller” and, together with the Company Sellers, the “Sellers”) and AP Seller Rep, LLC, a Texas limited liability company, as representative of the Sellers (“Seller Representative”).
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT BY AND AMONG CENSTAR ENERGY CORP., AS BUYER, SPARK ENERGY, INC., AS GUARANTOR AND VERDE ENERGY USA HOLDINGS, LLC, AS SELLER OF ALL INTERESTS IN:Membership Interest and Stock Purchase Agreement • May 8th, 2017 • Spark Energy, Inc. • Electric & other services combined • Delaware
This MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 5, 2017 (the “Execution Date”), is entered into by and among CenStar Energy Corp., a New York corporation (“Buyer”), Spark Energy, Inc., a Delaware corporation, as Guarantor (“Guarantor”) and Verde Energy USA Holdings, LLC, a Delaware limited liability company (“Seller”), as the direct owner of all Interests in and to: Verde Energy USA, Inc., a Delaware corporation (“Verde Inc.”); Verde Energy USA Commodities, LLC (“Verde Commodities”); Verde Energy USA Connecticut, LLC (“Verde Connecticut”); Verde Energy USA DC, LLC (“Verde DC”); Verde Energy USA Illinois, LLC (“Verde Illinois”); Verde Energy USA Maryland, LLC (“Verde Maryland”); Verde Energy USA Massachusetts, LLC (“Verde Massachusetts”); Verde Energy USA New Jersey, LLC (“Verde New Jersey”); Verde Energy USA New York, LLC (“Verde New York”); Verde Energy USA Ohio, LLC (“Verde Ohio”); Verde Energy USA Pennsylvania, LLC (“Verde Pennsylvania”); Ve
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENTMembership Interest and Stock Purchase Agreement • March 9th, 2018 • Chase Corp • Electric lighting & wiring equipment • Massachusetts
This Membership Interest and Stock Purchase Agreement (this “Master Purchase Agreement”) is entered into as of December 29, 2017 (the “Execution Date”), by and among Chase Corporation, a Massachusetts corporation (“Buyer”), The Stewart Group Limited, a company organized under the laws of Canada (“Stewart”), Explortec, Inc., a North Carolina corporation (“Explortec”) and Zappa-Tec, LLC, a North Carolina limited liability company (“Zappa-Tec” and, collectively with Stewart and Explortec, the “Sellers” and each individually, a “Seller”), Stewart Superabsorbents, LLC, a North Carolina limited liability company (the “Company”), Stewart SA, Inc., a North Carolina corporation (“SSA”) and William Morris, solely for purposes of Sections 2.5, 2.7, 9.7, 9.12, 10.5 and 10.6 of this Master Purchase Agreement, (the initial “Seller Representative”).
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT Among RIGDON MARINE HOLDINGS, L.L.C. and RIGDON MARINE CORPORATION, as the Companies; all the MEMBERS OF RIGDON MARINE HOLDINGS, L.L.C., and the following SHAREHOLDERS OF RIGDON MARINE CORPORATION:...Membership Interest and Stock Purchase Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Texas
This MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT, dated as of May 28, 2008 (this “Agreement”), is entered into by and among RIGDON MARINE HOLDINGS, L.L.C., a Louisiana limited liability company (“RMH”); RIGDON MARINE CORPORATION, a Delaware corporation (“RMC; RMH and RMC each a “Company” and collectively, the “Companies”); all the members of RMH; and SHERWOOD INVESTMENT, L.L.C. (“Sherwood”), JOHN J. TENNANT III IRREVOCABLE TRUST (“Tennant Trust”), BRIAN M. BOWMAN IRREVOCABLE TRUST (“Bowman Trust”; Sherwood, Tennant Trust and Bowman Trust collectively, “Tennant”) and BOURBON OFFSHORE (f/k/a BOURBON OFFSHORE HOLDINGS, SAS), a French corporation (“Bourbon”), as shareholders of RMC (each of the members of RMH and the shareholders of RMC who are signatories hereto, collectively “Sellers”); and Gulfmark Offshore, Inc., a Delaware corporation (together, with any Subsidiary designated by it under Section 11.3, “GLF” or “Buyer”).
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT BETWEEN KEYSPAN CORPORATION, TRANSCANADA FACILITY USA, INC. AND KEYSPAN ENERGY CORPORATION (Solely for the purposes of Sections 2.1, 4.5, 5.1, 5.2, 5.3, 5.6, 7.1, 7.8, 7.13 and 7.17 and Article XI...Membership Interest and Stock Purchase Agreement • April 10th, 2008 • Transcanada Corp • Natural gas transmission • New York
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT, dated as of March 31, 2008 (the "Agreement"), between KeySpan Corporation, a New York corporation (the "Seller"), TransCanada Facility USA, Inc., a Delaware corporation (the "Buyer"), and for purposes of Sections 2.1, 4.5, 5.1, 5.2, 5.3, 5.6, 7.1, 7.8, 7.13 and 7.17 and Article XI only, KeySpan Energy Corporation, a New York corporation ("Energy").
Unaudited Pro Forma Condensed Combined Financial InformationMembership Interest and Stock Purchase Agreement • September 13th, 2017 • Spark Energy, Inc. • Electric & other services combined
On May 5, 2017, Spark Energy, Inc. ("Spark" or the "Company") and CenStar Energy Corp., a New York corporation and a subsidiary of the Company ("CenStar"), entered into a Membership Interest and Stock Purchase Agreement (the “Verde Purchase Agreement”), with Verde Energy USA Holdings, LLC (the "Seller"), pursuant to which CenStar agreed to purchase, and the Seller agreed to sell, all of the outstanding membership interests and stock in the Verde Companies (as defined therein). On July 1, 2017 (the "Acquisition Date"), the Company and CenStar completed the acquisition from the Seller (the "Acquisition") of all of the membership interests and stock in each of the Verde Companies. Total consideration paid was approximately $85.8 million. The unaudited pro forma condensed combined financial information reflects the Acquisition and the following related events:
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT by and among S/T GROUP AIV2, LP, S/T GROUP AIV1, LP, ALLEN STEPHENSON, DIANNE STEPHENSON, JIM HARRIS, SHELLE SILLS, CHRIS HEYN, ROB IORIO, GOLUB CAPITAL BDC HOLDINGS LLC, GOLUB CAPITAL CP FUNDING LLC,...Membership Interest and Stock Purchase Agreement • April 20th, 2016 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
This MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of April 19, 2016, by and among S/T Group AIV1, LP, a Delaware limited partnership (“AIV1”), S/T Group AIV2, LP, a Delaware limited partnership (“AIV2”), Allen Stephenson (“Mr. A. S.”), Dianne Stephenson (“Ms. D. S.”), Jim Harris (“Mr. J. H.”), Shelle Sills (“Ms. S. S.”), Chris Heyn (“Mr. C. H.”), Rob Iorio (“Mr. R. I.”), Golub Capital BDC Holdings LLC, a Delaware limited liability company (“Golub LLC”), Golub Capital CP Funding LLC, a Delaware limited liability company (“Golub Capital”), GCP Equity Ltd., a Cayman Islands company (“Golub Equity”), Golub Capital PEARLS Direct Lending Program, L.P., a Delaware limited partnership (“Golub Lending,” and together with AIV1, AIV2, Mr. A. S., Ms. D. S., Mr. J. H., Ms. S. S., Mr. C. H., Mr. R. I., Golub LLC, Golub Capital and Golub Equity, the “Sellers”), Brazos Equity GP III, Inc., a Texas corporation, solely in its capacity as the Sellers’ representative her
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST AND...Membership Interest and Stock Purchase Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • Arizona
THIS THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 26th day of February, 2019 (the "Effective Date"), by and between VIREO HEALTH OF ARIZONA, LLC, a Delaware limited liability company (as successor in interest to VIREO HEALTH, INC., a Delaware corporation) (collectively “Buyer”); and MARK WRIGHT, a married man, SHANE HOWELL, a married man, GORDON HAMILTON, a married man, and ROBERT KIVLIGHN, an unmarried man, all of whom are the sole record and beneficial owners and members of one hundred percent (100%) of the issued and outstanding equity interests, of ELEPHANT HEAD FARM, LLC ("EHF") and RETAIL MANAGEMENT ASSOCIATES, LLC ("RMA"), each an Arizona limited liability company (collectively, the "EHF Members" and the "RMA Members"); and ROBERT KIVLIGHN and GORDON HAMILTON, both of whom are the sole record and beneficial shareholders of one hundred percent (100%) of the issued and outstanding shares and interests,
