Exchange and Recapitalization Agreement Sample Contracts

Contract
Exchange and Recapitalization Agreement • May 5th, 2020 • Washington

EX-10.1 3 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED EXCHANGE AND RECAPITALIZATION AGREEMENT THIS AMENDED AND RESTATED EXCHANGE AND RECAPITALIZATION AGREEMENT ("Agreement"), dated as of May 1, 2011 between CRAFT BREWERS ALLIANCE, INC., a Washington corporation having an office at 929 North Russell Street, Portland, Oregon 97227-1733 (“CBA"), and ANHEUSER-BUSCH, INCORPORATED, a Missouri corporation having an office at One Busch Place, St. Louis, Missouri 63118 ("ABI"). W I T N E S S E T H: WHEREAS, ABI and CBA are parties to an Exchange and Recapitalization Agreement dated as of June 30, 2004 (“Original Agreement”) which governs certain rights and obligations of ABI and CBA. WHEREAS, in connection with CBA’s sale of its interest in Fulton Street Brewery, LLC, the parties have agreed to amend and restate the Original Agreement. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and intending to be legally bound hereby, it is agreed as

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EX-10.1 2 dex101.htm EXCHANGE AND RECAPITALIZATION AGREEMENT EXCHANGE AND RECAPITALIZATION AGREEMENT
Exchange and Recapitalization Agreement • May 5th, 2020 • New York

This EXCHANGE AND RECAPITALIZATION AGREEMENT, dated as of May 10, 2006 (this “Agreement”), is by and among SAVVIS, INC., a Delaware corporation (the “Company”) and each of the investors set forth on the signature pages hereto (each an “Investor” and collectively the “Investors”).

EXCHANGE AND RECAPITALIZATION AGREEMENT
Exchange and Recapitalization Agreement • June 12th, 2008 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl

Los Angeles CA, June 12, 2008 — Simon Worldwide, Inc. (OTC: SWWI) announced today that it had entered into an Exchange and Recapitalization Agreement with Overseas Toys, L. P., the holder of all the outstanding shares of Preferred Stock of Simon, pursuant to which all the outstanding Preferred Stock would be converted into shares of Common Stock representing 70% of the shares of Common Stock outstanding immediately following the conversion. The Agreement was negotiated on Simon’s behalf by a Special Committee of disinterested directors which, based in part upon the opinion of the Committee’s financial advisor, determined that the transaction is fair to the holders of Common Stock from a financial point of view. Closing of the transaction is contingent upon stockholder approval of an amendment to Simon’s charter at a meeting expected to be held in the Fall.

EXCHANGE AND RECAPITALIZATION AGREEMENT
Exchange and Recapitalization Agreement • June 12th, 2008 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware

This EXCHANGE AND RECAPITALIZATION AGREEMENT, dated as of June 11, 2008 (this ” Agreement”), is by and among Simon Worldwide, Inc., a Delaware corporation (the ” Company”) and Overseas Toys, L.P. (the “ Investor”).

EXCHANGE AND RECAPITALIZATION AGREEMENT
Exchange and Recapitalization Agreement • October 14th, 2004 • Tri-S Security Corp

This Exchange and Recapitalization Agreement (together with the Exhibits hereto, the “Agreement”) is made as of [ ], 2004 by and among Tri-S Security Corporation, a Georgia corporation (the “Company”), the holders (collectively, the “Shareholders”) of all the Company’s outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), series A convertible preferred stock, $1.00 par value per share (the “Series A Convertible Preferred Stock”), and series B convertible preferred stock, $1.00 par value per share (the “Series B Convertible Preferred Stock”), and the holders of all the Company’s outstanding options and warrants to purchase Common Stock (the “Option Holders”).

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