Amendment And Exchange Agreement Sample Contracts

SEACOR Marine Holdings Inc. – Amendment and Exchange Agreement (May 2nd, 2018)

This AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is made as of May 2, 2018, by and among SEACOR Marine Holdings Inc., a Delaware corporation (the "Company"), CEOF II DE I AIV, L.P., CEOF II COINVESTMENT (DE), L.P. and CEOF II COINVESTMENT B (DE), L.P. (each, a "Purchaser" and collectively, the "Purchasers").

Cosmos Holdings Inc. – Amendment and Exchange Agreement (February 21st, 2018)

This Amendment and Exchange Agreement (the "Agreement") is entered into as of the 20th day of February, 2018, by and among Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the "Company") and the investor signatory hereto (the "Holder"), with reference to the following facts:

Helios & Matheson North America Inc. – Third Amendment and Exchange Agreement (October 23rd, 2017)

This Amendment and Exchange Agreement (the "Agreement") is entered into as of the 23rd day of October, 2017, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Holder"), with reference to the following facts:

Helios & Matheson North America Inc. – Amendment and Exchange Agreement (October 5th, 2017)

This Amendment and Exchange Agreement (the "Agreement") is entered into as of the 1st day of October, 2017, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Holder"), with reference to the following facts:

Amendment and Exchange Agreement (April 18th, 2017)

This Amendment and Exchange Agreement (this "Agreement") is made as of the __th day of April, 2017 by and between, Interpace Diagnostics Group, Inc., a Delaware corporation (the "Company") and the holder identified on the signature page hereto ("Investor"). Capitalized terms not defined herein shall have the meaning as set forth in the Initial Exchange Agreement (as defined below).

Amendment and Exchange Agreement (April 17th, 2017)

WHEREAS, reference is hereby made to (a) that certain Securities Purchase Agreement, dated December 28, 2015, by and among the Company, the Investor and certain other buyers signatory thereto (the "2015 SPA"), pursuant to which the Investor and such other buyers acquired (i) senior secured convertible notes issued pursuant to the 2015 SPA (the "2015 Notes") and (ii) warrants to acquire shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") issued pursuant to the 2015 SPA (the "2015 Warrants"), (b) that certain Securities Purchase Agreement, dated June 29, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the "2016 SPA"), pursuant to which the Investor and such other buyers acquired (i) senior secured convertible notes issued pursuant to the 2016 SPA (as amended prior to the date hereof, the "2016 Notes", and upon conversion, the "2016 Note Conversion Shares") and (ii) warrants to acquire shares of Common Stock issue

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the persons named on the signature page to this Agreement (the "Holders"). The Holders and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the persons named on the signature page to this Agreement (the "Holders"). The Holders and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the persons named on the signature page to this Agreement (the "Holders"). The Holders and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the person named on the signature page to this Agreement (the "Holder"). The Holder and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the persons named on the signature page to this Agreement (the "Holders"). The Holders and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the person named on the signature page to this Agreement (the "Holder"). The Holder and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the person named on the signature page to this Agreement (the "Holder"). The Holder and the Company may be referred to herein as the "Parties".

Amendment and Exchange Agreement (August 22nd, 2016)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is entered into on August 19, 2016 (the "Execution Date") by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company") and the person named on the signature page to this Agreement (the "Holder"). The Holder and the Company may be referred to herein as the "Parties".

BeiGene, Ltd. – Note Amendment and Exchange Agreement (January 27th, 2016)

THIS NOTE AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement") is executed on January 26, 2016 (the "Effective Date"), by and between Merck Sharp & Dohme Research GMBH, an affiliate of Merck Sharp & Dohme Corp. ("Lender") and BeiGene, Ltd., a Cayman Islands exempted company ("Company" and, together with Lender, the "Parties").

Alldigital Holdings, Inc. – Amendment and Exchange Agreement (August 4th, 2015)

This Amendment and Exchange Agreement (the "Agreement"), dated as of July 31, 2015, is made by and among AllDigital Holdings, Inc., a Delaware corporation (the "Company") and the investors constituting the holders of at least a majority in principal amount ("Majority in Interest") of the Company's 5% Senior Secured Convertible Note due December 31, 2016 ("Original Notes") identified on the signature pages hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement (the "Purchase Agreement") by and among the Company and each of the holders (each an "Investor" and collectively, the "Investors") of the Company's Original Notes, effective as of the date the Purchase Agreement was executed by the Company.

Amendment and Exchange Agreement (July 23rd, 2015)

This Amendment and Exchange Agreement (the "Agreement") is entered into as of the 22nd day of July, 2015, by and among Ascent Solar Technologies, Inc., a Delaware corporation (the "Company"), and the investor signatory hereto (the "Holder"), with reference to the following facts:

AMEDICA Corp – Amendment and Exchange Agreement (April 3rd, 2015)

This Amendment and Exchange Agreement (the Agreement) is entered into as of the 2nd day of April, 2015, by and among Amedica Corporation, a Delaware corporation with offices located at 1885 West 2100 South, Salt Lake City, UT 84119 (the Company), and MG Partners II, Ltd. (the Holder), with reference to the following facts:

Blacksands Petroleum, Inc. – Amendment and Exchange Agreement (August 29th, 2014)

This Amendment and Exchange Agreement (the "Agreement"), dated as of August 26, 2014, by and between Blacksands Petroleum, Inc., a Nevada corporation (the "Company") and Silver Bullet Property Holdings SDN BHD, a Malaysian corporation (the "Holder"). The Company and Holder are sometimes referred to individually as a "Party" and together as the "Parties."

LabStyle Innovations Corp. – Form of Amendment and Exchange Agreement (August 18th, 2014)

This AMENDMENT AND EXCHANGE AGREEMENT (the "Agreement"), dated as of August [ ], 2014, is made by and among LabStyle Innovations Corp., a Delaware corporation, with headquarters located at 9 Halamish Street, Caesarea Industrial Park, 38900, Israel (the "Company"), and the Company investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below).

Amendment and Exchange Agreement (December 30th, 2013)

This Amendment and Exchange Agreement (the "Agreement"), dated as of [__], 20[__], is entered into by and among Spherix Incorporated, a Delaware corporation (the "Company"), and the holder identified on the signature page hereto ("Holder").

Amendment and Exchange Agreement (November 26th, 2013)

This Amendment and Exchange Agreement (the "Agreement"), dated as of [__], 2013, is entered into by and among Spherix Incorporated, a Delaware corporation (the "Company"), and the holder identified on the signature page hereto ("Holder").

Form of Amendment and Exchange Agreement (August 8th, 2013)

This Amendment and Exchange Agreement (the Agreement), dated as of August 7, 2013, is by and between Stereotaxis, Inc., a Delaware corporation with offices located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the Company), and the holder identified on the signature page hereto (Holder).

Amendment and Exchange Agreement (July 16th, 2013)

This Amendment and Exchange Agreement (the "Agreement"), dated as of July 15, 2013, is by and between Worlds Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the "Company"), and the holder identified on the signature page hereto ("Holder").

Amendment and Exchange Agreement (July 16th, 2013)

This Amendment and Exchange Agreement (the "Agreement"), dated as of July 15, 2013, is by and between Worlds Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the "Company"), and the holder identified on the signature page hereto ("Holder").

Amendment and Exchange Agreement (December 21st, 2012)

This Amendment and Exchange Agreement (the Agreement), dated as of December 20, 2012, is by and between American Superconductor Corporation, a Delaware corporation with offices located at 64 Jackson Road, Devens, MA 01434 (the Company), and the holder identified on the signature page hereto (Holder).

Growlife, Inc. – Amendment and Exchange Agreement (October 4th, 2012)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement"), dated as of September 28, 2012, is by and between GrowLife, Inc. (formerly Phototron Holdings, Inc.), a Delaware corporation (the "Company"), and _______________ (the "Investor").

China Shen Zhou Mining & Resources – Amendment and Exchange Agreement (August 7th, 2012)

This Amendment and Exchange Agreement (the "Agreement"), dated as of August 7, 2012, is by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation with headquarters located at No. 166 Fushi Road, Zeyang Tower, Shijingshan District, Beijing, China 100043, 86-010-8890-6927 (the "Company"), and the holder identified on the signature page hereto ("Holder").

Amendment and Exchange Agreement (June 20th, 2012)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement"), dated as of June 15, 2012, is by and between AtheroNova Inc., a Delaware corporation formerly known as Trist Holdings, Inc. (the "Company"), and _______________ (the "Investor").

Ener1 – Waiver, Amendment and Exchange Agreement (September 12th, 2011)

THIS WAIVER, AMENDMENT AND EXCHANGE AGREEMENT, dated as of September 9, 2011 (this "Agreement"), is made by and between Ener1, Inc., a Florida corporation (the "Company"), and the security holder signatory hereto (the "Holder"). Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Securities Purchase Agreements (as defined below). The effectiveness of this Agreement is conditioned upon the Company and each of the other security holders listed on Schedule A (the "Other Holders") executing the Other Agreements (as defined below).

Amendment and Exchange Agreement (July 8th, 2011)

THIS AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement"), dated as of July 6, 2011, is by and between AtheroNova Inc., a Delaware corporation formerly known as Trist Holdings, Inc. (the "Company"), and _________________ (the "Investor").

Pacific Ethanol – Second Amendment and Exchange Agreement (July 1st, 2011)

This Second Amendment and Exchange Agreement (the "Agreement"), dated as of June 30, 2011, is by and between Pacific Ethanol, Inc., a Delaware corporation with offices located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the "Company"), and the holder identified on the signature page hereto ("Holder").

Dais Analytic Corp – Securities Amendment and Exchange Agreement (March 28th, 2011)

This Securities Amendment and Exchange Agreement (this Agreement) is made as of March 22, 2011 by and between Dais Analytic Corporation, a New York corporation (the Company), and Platinum-Montaur Life Sciences, LLC (Platinum).

Pacific Ethanol – Form of Amendment and Exchange Agreement (January 7th, 2011)

This Amendment and Exchange Agreement (the "Agreement"), dated as of January 7, 2011, is by and between Pacific Ethanol, Inc., a Delaware corporation with offices located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the "Company"), and the holder identified on the signature page hereto ("Holder").

OXiGENE, Inc. – Form of Amendment and Exchange Agreement (March 26th, 2010)

AMENDMENT AND EXCHANGE AGREEMENT (the Agreement) dated as of March 25, 2010, by and among OXiGENE, Inc., a Delaware corporation with offices located at 701 Gateway Blvd, Suite 210, South San Francisco, CA 94080 (the Company), and [ ] (the Investor).