Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated this 4th day of June, 2014 (this "Agreement"), by and among the members of TelBill, LLC (the "Company"), (the "Seller"); and DataJack, Inc., a Nevada...Membership Interest Purchase Agreement • June 10th, 2014 • DataJack, Inc. • Communications services, nec • Florida
EXHIBIT 2.9 MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF MAY 24, 2007Membership Interest Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Delaware
ContractMembership Interest Purchase Agreement • May 5th, 2020 • British Columbia
EX-10.1 2 exhibit101.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED APRIL 7, 2017 WITH BLUE PHOENIX ENERGY, LLC AND PACIFIC PETROLEUM, LLC
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 16th, 2013 • Brookfield Retail Holdings VII LLC • Real estate • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 12, 2013, is entered into by and between Brookfield Asset Management Inc., an Ontario corporation (“Purchaser”), The Townsend Consortium Geneva Investment, LLC, a Delaware limited liability company (the “Seller”) and, for purposes of Section 2.3 only, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership (the “Managing Member”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 13th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Membership Interest Purchase Agreement (this “Agreement”), dated as of March 7, 2024 (the “Effective Date”), by and among LA ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and CARMEN G. DELGADO and CAMILLE VIERA-HEWELL (each, a “Seller,” and together the “Sellers”), and LA ROSA REALTY GEORGIA LLC, a Georgia limited liability company located at 175 John Morrow Jr Pkwy, Gainesville, GA 30501 (the “Company,” and together with the Buyer and Sellers, the “Parties,” and individually, the “Party”).”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Membership Interest Purchase Agreement (this “Agreement”), dated as of January 11, 2022 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and Thomas R. Stewart (the “Seller”), and La Rosa Realty North Florida, LLC, a Florida limited liability company, located at 9250 Baymeadows Rd. Ste 230, Jacksonville FL 32256 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 6th, 2023 • Comstock Inc. • Industrial organic chemicals • Nevada
This THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2023, by and between LINICO CORPORATION, a Nevada corporation (“Seller”), and AMERICAN BATTERY TECHNOLOGY COMPANY, a Nevada corporation (“Purchaser”).
EX-10.23 9 dex1023.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT WITH FONTANA EXECUTION COPY MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 5th, 2020 • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 1, 2004 (this “Agreement”), is made and entered into by and between Extra Space V LLC, a Delaware limited liability company (“Buyer”) and Equibase Mini Warehouse LLC, a Delaware limited liability company (“Seller”).
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of November 8, 2015Membership Interest Purchase Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDED AND RESTATED membership interest purchase AGREEMENT, dated as of November 8, 2015 (this “Agreement”), is made by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo”), RCS Capital Corporation, a Delaware corporation (“RCAP”) and RCS Capital Holdings, LLC, a Delaware limited liability company (“RCS Holdings” and, together with RCAP, the “Sellers”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.
MEMBERSHIP INTEREST PURCHASE AGREEMENT among MXY ANCILLARY HOLDINGS LLC, HT RED LLC, and HIGHTIMES HOLDING CORP. dated as of November 1, 2022 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 7th, 2022 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 1, 2022, is entered into between MXY Ancillary Holdings LLC, a Nevada limited liability company (the “Seller”), HT Red LLC, a Delaware limited liability company, and (“Buyer”), and Hightimes Holding Corp., a Delaware corporation and the direct owner of 100% of the equity interests of Buyer (“Buyer Parent”).
THIS CONTRACT IS SUBJECT TO ARBITRATION MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 15th, 2021 • LMP Automotive Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of this 12th day of January, 2021 (the “Effective Date”), by and between LMP LONG ISLAND 001 HOLDINGS, LLC, a Delaware limited liability company (“LMP”), and or its assigns (“LMP”), and JOHN STALUPPI, an individual resident of Florida (“Staluppi”). Terms capitalized but not otherwise defined herein shall have the meaning ascribed to there in Exhibit A.
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of May 30, 2006 by and among Bruce White, Marcy Nungesser, Kevin Breslin, Kenneth Williams, David Press, and Steve Wydulga and Sterling Systems – Ohio L.L.C. (the “Company”) and Avatech Solutions, Inc.,Membership Interest Purchase Agreement • September 27th, 2006 • Avatech Solutions Inc • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of May, 2006 by and among Bruce White, Marcy Nungesser, Kevin Breslin, Kenneth Williams, David Press, and Steve Wydulga (individually a “Seller” and collectively the “Seller”), Sterling Systems — Ohio, L.L.C. Inc., a Michigan limited liability company (the “Company”), and Avatech Solutions, Inc., a Delaware corporation (“Purchaser”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER – HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF ELITE CENTER FOR MINIMALLY INVASIVE SURGERY LLC November 15, 2017Membership Interest Purchase Agreement • November 21st, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of November 15, 2017 (the “Signing Date”), by and among Northstar Healthcare Surgery Center – Houston, LLC, a Texas limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“Parent”), solely for purposes of Section 11.16, those Persons identified as “Sellers” on Exhibit A (each individually, a “Seller” and collectively, the “Sellers”), and the Physicians’ Representatives. Buyer, Parent, the Sellers, and the Physicians’ Representatives are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Cross-references indicating the location of definitions of capitalized terms are found in the Glossary of Terms above.
mEMbership Interest Purchase AgreementMembership Interest Purchase Agreement • January 23rd, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • Georgia
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of January 17, 2018 (the “Effective Date”), by and among Mobile Science Technologies, Inc., a Georgia corporation (“Buyer”), Meridian Waste Solutions, Inc., a New York corporation (“Parent”); Jefferson Patrick Locke (“Locke”) and Jonathan Moore Lewis (“Lewis”) (collectively the “Sellers” and each individually sometimes a “Seller”). Buyer and the Sellers are referred to collectively herein as the “Parties” and each a “Party”.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 19th, 2019 • Gse Systems Inc • Services-prepackaged software • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 15, 2019 (the “Effective Date”), is entered into between DP Engineering Ltd. Co., a Texas limited liability company the “Company”), Steven L. Pellerin, an individual resident in the State of Texas and Christopher A. Davenport, an individual resident in the State of Texas (collectively, “Sellers”), GSE Performance Solutions, Inc., a Delaware corporation (“Buyer”), and Steven L. Pellerin, as a representative of the Sellers (the “Seller Representative”). Sellers may also be individually referred to as a “Seller Party” and, collectively, as the “Seller Parties.” Sellers, the Company and Buyer may be individually referred to as a “Party” and, collectively, as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG US 1 INDUSTRIES, INC.,Membership Interest Purchase Agreement • December 24th, 2008 • Us 1 Industries Inc • Trucking (no local) • Indiana
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 9th, 2016 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Texas
This Membership Interest Purchase Agreement (this “Agreement”), dated as of August 2, 2016 (the “Execution Date”), is entered into by and between Bakken Holdings Company LLC, a Delaware limited liability company (“Seller”), and MarEn Bakken Company LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes referred to collectively herein as the “Parties” and each individually a “Party.”
ContractMembership Interest Purchase Agreement • May 5th, 2020 • New York
EX-10.1 2 exhibit10_1gaamipa.htm GAA AGREEMENT EXHIBIT 10.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among GAIN CAPITAL HOLDINGS, INC. (“BUYER”), GLOBAL ASSET ADVISORS, LLC (“COMPANY”), LUCKY GOOD DOG, L.L.C. and GLENN A. SWANSON (“SELLERS”), and ANDREW W. DANIELS (“SELLERS’ REPRESENTATIVE”) dated as of March 7, 2014
MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG [REDACTED] GASTROENTEROLOGY ANESTHESIA ASSOCIATES, LLC, [REDACTED] [REDACTED] And the other Parties Named Therein December 1, 2014Membership Interest Purchase Agreement • March 13th, 2019 • CRH Medical Corp • Services-health services • Georgia
This Membership Interest Purchase Agreement (“Agreement”) is entered into and executed as of December , 2014, by and among (i) [REDACTED] (“Buyer”), (ii) [REDACTED] (the “Seller”), (iii) Gastroenterology Anesthesia Associates, LLC, a Georgia limited liability company (the “Company”), and (iv) [REDACTED] (the “Seller Owner”). CRH Medical Corporation, a Canadian corporation (“CRH”) is entering into this Agreement for the purposes of guaranteeing the obligations of Buyer hereunder. [REDACTED], [REDACTED], and [REDACTED], (“Guarantors”) are entering into this Agreement for the purposes of guaranteeing the obligations of Seller hereunder.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among VILLAGE FARMS INTERNATIONAL, INC., BALANCED HEALTH BOTANICALS, LLC AND THE MEMBERS OF BALANCED HEALTH BOTANICALS, LLC AS SET FORTH ON SCHEDULE A Dated August 16, 2021Membership Interest Purchase Agreement • March 14th, 2022 • Village Farms International, Inc. • Agricultural production-crops • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into on August 16, 2021, by and among Village Farms International, Inc. a Canadian federal corporation (“Buyer”), Balanced Health Botanicals, LLC, a Colorado limited liability company (the “BHB”), and the members of BHB as set forth on Schedule A hereto (each a “Seller” and, collectively, the “Sellers”). Buyer, BHB, and each Seller are referred to collectively herein as the “Parties” and individually as a “Party”. Unless otherwise expressly set forth herein, the capitalized terms used herein shall have the definitions set forth in ARTICLE 9.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 23rd, 2022 • Nevada
This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 22, 2022, is entered into among Marnell Gaming, LLC, a Nevada limited liability company (“Seller”), Century Nevada Acquisition, Inc., a Nevada corporation (“Buyer”), and Century Casinos, Inc., a Delaware corporation (“Guarantor”). Seller and Buyer are sometimes referred to collectively as the “Parties” and individually as a “Party.”
ContractMembership Interest Purchase Agreement • May 13th, 2015 • Principal Solar, Inc. • Electric services • North Carolina
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement” or “MIPA”), dated as of March 2, 2015 (the “Effective Date”), is entered into by and between:
FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 30th, 2014 • Anheuser-Busch InBev S.A. • Malt beverages • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 19, 2013, and amends that certain Amended and Restated Membership Interest Purchase Agreement, dated as of February 13, 2013 (the “Original Execution Date”), by and among Constellation Beers Ltd., a Maryland corporation (“Constellation Beers”), Constellation Brands Beach Holdings, Inc., a Delaware corporation (“CBBH”), Constellation Brands, Inc., a Delaware corporation (“CBI”), and Anheuser-Busch InBev SA/NV, a Belgian corporation (“ABI”) (the “Agreement”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between D. Jones Tailored Collection, Ltd., as Seller and Denim.LA, Inc., as Buyer Dated effective as of October 14, 2020Membership Interest Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), effective as of October 14, 2020 (the “Effective Date”), is entered into by and between D. Jones Tailored Collection, Ltd., a Texas limited partnership (the “Seller”), and Denim.LA, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 29th, 2012 • FVA Ventures, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
SECOND AMENDMENT, dated as of January 12, 2012 (this “Amendment”), to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of August 4, 2008, as amended by the First Amendment on October 21, 2008 (the “First Amendment”), by and among Blyth, Inc., a Delaware corporation (“Parent”), Blyth VSH Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the “Buyer”), ViSalus Holdings, LLC, a Delaware limited liability company (the “Company”), and all of the members of the Company, each of whose names are listed on Exhibit A to the Purchase Agreement (each, individually, a “Seller” and, collectively, the “Sellers”).
EX-2.1 2 g10641cexv2w1.htm EX-2.1 US VOICE & DATTA,LLC MEMBERSHIP PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 5th, 2020 • Kentucky
MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this September 14th, 2007, is by and between BROOKSIDE TECHNOLOGY HOLDINGS CORP. (the “Purchaser”), and The Michael P. Fischer Irrevocable Delaware Trust under Agreement dated April 5, 2007, and The M. Scott Diamond Irrevocable Delaware Trust under Agreement dated April 23, 2007 [together, the “Members” and together with Michael P. Fischer (“Fischer”) and M. Scott Diamond (“Diamond”), the “Seller Group”]. RECITALS A. The Members are the registered and beneficial owners of all of the issued and outstanding membership interests (the “Interests”) of US Voice and Data, LLC, an Indiana limited liability company (the “Company”). B. The Members desire to sell to the Purchaser, and the Purchaser desires to purchase from the Members, all of the Interests, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the respe
EX-2.1 2 d774614dex21.htm EX-2.1 EXECUTION VERSION AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG INTREXON CORPORATION, TRANS OVA GENETICS, L.C. THE SELLERS NAMED ON THE SIGNATURE PAGES HERETO AND PRO- EDGE, LP., AS THE...Membership Interest Purchase Agreement • May 5th, 2020 • Virginia
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between National Waste Management Systems, LP (the “Seller”) and NATIONAL WASTE MANAGEMENT HOLDINGS, INC. (the “Buyer”) dated as of October 27, 2015 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 5th, 2015 • National Waste Management Holdings, Inc. • Retail-retail stores, nec • Florida
This Membership Interest Purchase Agreement (this “Agreement”) is dated as of October 27, 2015, by and among National Waste Management Systems, LP, a Florida limited partnership (the “Seller”), and National Waste Management Holdings, Inc., a Florida corporation (the “Buyer”).
PRO SECURITIES, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among JOSEPH CAMMARATA AND JOHN PAUL DEVITO, as Sellers, and MEDICI, INC., as Buyer dated as of August 26, 2015Membership Interest Purchase Agreement • May 5th, 2020 • Utah
TABLE OF CONTENTS Page Article 1 DEFINITIONS1 1.1Definitions 1 Article 2 SALE AND PURCHASE OF MEMBERSHIP INTERESTS 1 2.1Purchase of Membership Interests 1 2.2Purchase Price 1 2.3Closing 2 2.4Closing Deliveries by Sellers 2 2.5Closing Deliveries by Buyer 2 2.6Purchase Price Calculation 2 2.7Withholding 3 Article 3 REPRESENTATIONS AND WARRANTIES OF SELLERS 3 3.1Organization and Qualification 3 3.2Authority, Due Execution; Binding Effect 3 3.3Capitalization 4 3.4No Subsidiaries 4 3.5No Conflict 4 3.6Consents and Approvals 4 3.7Title 4 3.8Financial Statements; Undisclosed Liabilities 5 3.9Books and Records 5 3.10Compliance with Laws; Permits; Proceedings 5 3.11Absence of Change 6 3.12Material Contracts 6 3.13Real Property 6 3.14Tax Matters 7 3.15Environmental Matters 8 3.16Intellectual Property 9 3.17Benefit Plans 10 3.18Broker-Dealer Representations 10 3.19Brokers 13 3.20Full Disclosure 13 3.21Restricted Shares 13 3.22Stock Legends 14 Article 4 REPRESENTATIONS AND WARRANTIES OF BUYER 14 4
EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among STRETCH & BEND HOLDINGS LLC, a Delaware limited liability company, as Purchaser, Sequential Brands Group, Inc., a Delaware corporation, as Parent, and GAIAM, INC., a Colorado...Membership Interest Purchase Agreement • May 5th, 2020 • New York
SECOND AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG FORTRESS AMERICA ACQUISITION CORPORATION, VTC, L.L.C., VORTECH, LLC, THOMAS P. ROSATO AND GERARD J. GALLAGHER Effective July 31, 2006Membership Interest Purchase Agreement • November 13th, 2006 • Fortress America Acquisition CORP • Blank checks
This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the scope, intent or meaning of any provision of this Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 28th, 2024 • Aaon, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Nevada
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of the 18th day of November, 2021, by and among D-VELOPMENT, LLC, an Oregon limited liability company (“D-Velopment”), JVK HOLDINGS, LLC, an Arizona limited liability company (“JVK”), Randa K. Brooks, an individual (“Brooks”), Matthew J. Tobolski in his capacity as trustee of the TOBOLSKI FAMILY TRUST (“TFT”), DAVE BENSON, an individual (“Benson”), JOHN N. KUCERA, an individual (“Kucera”), Matt Toboloski, an individual (“Tobolski”), and AAON, INC., a Nevada corporation (“Buyer”). D-Velopment, JVK, Brooks and TFT are sometimes referred to collectively herein as the “Sellers” or individually as a “Seller”; Benson, Kucera, Brooks and Tobolski are sometimes referred to collectively herein as the “Principals” or individually as a “Principal”, and the Sellers and the Principals are sometimes referred to collectively herein as the “Seller Parties” or individually as a “Seller Party”.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 11th, 2021 • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2021, is entered into by and among CGI Crimson Holdings, L.L.C., a Delaware limited liability company (“Carlyle”), John D. Grier, an individual (“J. Grier”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (the “Company”), and CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“Parent”). Each of Carlyle, J. Grier, the Company and Parent are individually referred to herein as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between Moise Emquies, as Seller and Digital Brands Group, Inc., as Buyer Dated August 30, 2021Membership Interest Purchase Agreement • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), effective as of August 30, 2021 (the “Effective Date”), is entered into by and between Moise Emquies, an individual (“Seller”), and Digital Brands Group, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 20th, 2024 • Planet 13 Holdings Inc. • Agricultural production-crops • Nevada
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), effective as of August 28, 2023; among Planet 13 Holdings Inc., a corporation as of the date hereof incorporated under the laws of the Province of British Columbia, Canada (“Purchaser”), VidaCann, LLC, a Florida limited liability company (the “Company”), Loop’s Dispensaries, LLC (“Dispensaries”), Ray of Hope 4 Florida, LLC (“Ray of Hope”) and Loops Nursery & Greenhouses, Inc. (“Nursery” and together with Ray of Hope and Dispensaries, “Sellers”); David Loop (“Loop”) and Mark Ascik (together with Loop, the “Indemnifying Members”), and Loop, solely in his capacity as the Seller Representative (as defined herein) pursuant to the terms of this Agreement. Capitalized terms used in this Agreement shall have the meanings specified in Article I, or elsewhere in, this Agreement.
