0001171520-16-000721 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • January 21st, 2016 • Dataram Corp • Computer storage devices • New York

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of January 15, 2016, is made by and between Dataram Corporation, a Nevada corporation, formerly a New Jersey corporation (“Company”), and the holder of Warrants (as defined herein) signatory hereto (the “Holder”).

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EXCHANGE AGREEMENT January 19, 2016
Exchange Agreement • January 21st, 2016 • Dataram Corp • Computer storage devices • New York

This will acknowledge that [____], an individual residing at [_____] (the “Optionholder”), hereby irrevocably desires to tender to Dataram Corporation, a Nevada corporation maintaining its principal offices at 777 Alexander Road, Suite 100, Princeton, NJ 08540 (the "Company"), the option to purchase from the Company [____] ([___]) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as granted to the Optionholder on [____](the “Option Rights”), in exchange for [____] ([__]) shares of Restricted Common Stock pursuant to the Company’s [___] Equity Incentive Plan as amended (the "Restricted Stock Grant") of the Company, all upon the terms and conditions set forth in this agreement (this “Exchange Agreement” and such transaction contemplated hereby, the “Exchange”). In reliance on the representations and warranties contained herein and subject to the terms and conditions hereof, the Optionholder hereby tenders the Option Rights in exchange for the Common S

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