Membership Interest Purchase Agreement Sample Contracts

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Unaudited Pro Forma Condensed Combined Financial Information
Membership Interest Purchase Agreement • March 18th, 2024 • Landsea Homes Corp • Operative builders

On January 8, 2024, Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”) entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”) with Antares Acquisition, LLC (“Antares”) and the sellers named therein, to acquire all of the outstanding membership interests of Antares for an aggregate cash purchase price of $185.0 million, exclusive of the repayment of Antares’ debt and subject to certain post-closing adjustments. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of the Company and Antares, adjusted to give effect to the completion of the acquisition of Antares (the “Antares Acquisition”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • November 14th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida

This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 11, 2024 (the “Effective Date”), by and among LA ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and ANDRES L. HEBRA (the “Seller”), and LA ROSA REALTY PREMIER, LLC, a Florida limited liability company located at 626 North Alafaya Trail, Suite 207, Orlando, Florida 32828 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Party”).”

EXHIBIT 2.3 ----------- MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • July 29th, 2005 • Triarc Companies Inc • Retail-eating & drinking places • New York
Contract
Membership 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 AGREEMENT
Membership 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 AGREEMENT
Membership 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 December 21, 2021 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and MARIA FLORES-GARCIA, (the “Seller”), and HOREB KISSIMMEE REALTY LLC, a Florida limited liability company located at 3032 Dyer Blvd., Kissimmee Florida 34741 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”

THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership 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 AGREEMENT
Membership 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, 2015
Membership 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.

AMENDMENT NO 3
Membership Interest Purchase Agreement • October 28th, 2016 • Boxlight Corp • Photographic equipment & supplies • California

THIS AMENDMENT No. 3 (the “Amendment”), is entered into with effect from the 3rd day of August 2016 (the “Effective Date”) by and among SKYVIEW CAPITAL, LLC, a Delaware limited liability company, with its headquarters at Suite 810-N, 2000 Avenue of the Stars, Los Angeles, CA 90067 (“Skyview”); MIMIO, LLC, a Delaware limited liability company (“Mimio” or the “Company”); MIM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), with its principal place of business at 10951 West Pico, Los Angeles, CA 90064; and BOXLIGHT CORPORATION, a Nevada corporation (“BOXL”). This Amendment is intended to amend the Membership Interest Purchase Agreement dated as of September 28, 2015 (the “Agreement”), as amended on November 3, 2015 (“Amendment 1”), as amended on June 30, 2016 (“Amendment 2”) among Skyview, the Company and Holdings. The Company, Holdings, and BOXL are sometimes herein collectively referred to as the “Credit Parties” and Skyview and the Credit Parties are sometimes herein c

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 AGREEMENT
Membership 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 AGREEMENT
Membership 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, 2017
Membership 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 Agreement
Membership 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 AGREEMENT
Membership 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 AGREEMENT by and among CV SCIENCES, INC. ELEVATED SOFTGELS LLC, CLAYTON J. MONTGOMERY, CHRIS FAGAN, ANDREW KESTER, AND TIMOTHY MCGREER
Membership Interest Purchase Agreement • August 13th, 2024 • CV Sciences, Inc. • Pharmaceutical preparations • California

THIS MEMBERSHIP PURCHASE AGREEMENT (this “Agreement”), dated as of May 8, 2024, is made and entered into by and among CV SCIENCES, INC., a Delaware corporation (the “Purchaser”), ELEVATED SOFTGELS LLC, a Delaware limited liability company (the “Company”), CLAYTON J. MONTGOMERY, an individual (a “Member”), CHRIS FAGAN, an individual (a “Member”), ANDREW KESTER, an individual (a “Member”), and TIMOTHY MCGREER, an individual (a “Member”). The Purchaser, the Company, and each of the Members are sometimes individually referred to herein as a “Party” and, collectively, as the “Parties.” This Agreement is made with reference to the following facts:

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership 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.”

Contract
Membership 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, 2014
Membership 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.

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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, 2021
Membership 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 AGREEMENT
Membership 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.”

Contract
Membership 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:

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among COLUMBIA CARE LLC, COLUMBIA CARE FLORIDA LLC SFL INVESTMENT HOLDINGS, LLC and MINT FLORIDA HOLDINGS, LLC and joined in for certain purposes by THE CANNABIST COMPANY HOLDINGS INC. and THE CERBEREAN...
Membership Interest Purchase Agreement • August 27th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made as of the 21st day of August, 2024 (the “Effective Date”) by and among the following (each, a “Party, ” and collectively, the “Parties”): Columbia Care Florida LLC, a Florida limited liability company (the “Company”), Columbia Care LLC (“Seller”), SFL Investment Holdings, LLC, a Florida limited liability company (“SFL Holdings”), Mint Florida Holdings, LLC, a Florida limited liability company (individually, “MFH,” and together with SFL Holdings, “Purchaser”), The Cannabist Company Holdings Inc., a company existing under the laws of British Columbia and parent company of Seller (“Seller Parent”), and The Cerberean Group LLC (“Purchaser Parent”).

FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership 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 among XCF GLOBAL CAPITAL, INC. (the “Buyer”) And RESC RENEWABLES HOLDINGS, LLC (the “Seller”) As of December 8, 2023
Membership Interest Purchase Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • Nevada

This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 8, 2023, is entered into by and among RESC Renewables Holdings, LLC, a Nevada limited liability company (“Seller”) and XCF Global Capital, Inc., a Nevada corporation (“Buyer” or “XCF”). The Seller and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

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, 2020
Membership 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 AGREEMENT
Membership 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 AGREEMENT
Membership 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

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • May 3rd, 2024 • Assure Holdings Corp. • Surgical & medical instruments & apparatus • Florida

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made as of __ January 2023, by and among Nikul Panchal, an individual resident of the State of Florida (“Seller”) and DANAM HEALTH, Inc., a Delaware corporation (“Buyer”). Buyer, Company and Seller are each referred to herein as a “Party” and collectively as “Parties.”

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 AGREEMENT
Membership 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”).

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