ARTICLE I EXCHANGE AND ISSUANCE OF STOCKContribution and Exchange Agreement • June 30th, 2011 • Medina International Holdings, Inc. • Ship & boat building & repairing • Texas
CONTRIBUTION AND EXCHANGE AGREEMENT by and between DORCHESTER MINERALS, L.P. and LESLIE A. MORIYAMA June 30, 2017Contribution and Exchange Agreement • July 6th, 2017 • Dorchester Minerals, L.P. • Crude petroleum & natural gas • Texas
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (“Agreement”) is executed as of June 30, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”), and the party set forth on the signature page hereto (the “Contributor”).
RECITALSContribution and Exchange Agreement • August 14th, 1998 • Mack Cali Realty Corp • Real estate investment trusts
RECITALSContribution and Exchange Agreement • May 15th, 1998 • Mack Cali Realty Corp • Real estate investment trusts • Colorado
1 EXHIBIT 10.3 CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • March 3rd, 1998 • American Industrial Properties Reit Inc • Real estate investment trusts • Texas
CONTRIBUTION AND EXCHANGE AGREEMENT Dated as of January 12, 2010 by and among ICAHN ENTERPRISES L.P., BECKTON CORP., BARBERRY CORP., MODAL LLC and CABOOSE HOLDING LLCContribution and Exchange Agreement • January 15th, 2010 • Icahn Enterprises L.P. • Investors, nec • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and among Icahn Enterprises L.P., a Delaware limited partnership (“IEP”), Beckton Corp., a Delaware corporation (“Beckton”), Barberry Corp., a Delaware corporation (“Barberry”), Modal LLC, a Delaware limited liability company (“Modal”), and Caboose Holding LLC, a Delaware limited liability company (“Caboose” and, together with Barberry and Modal, each a “Contributing Party”, and collectively, the “Contributing Parties”). Capitalized terms not otherwise defined herein have the meanings set forth in Article X.
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE HOLDINGS LTD., a company organized under the laws of Bermuda (“Norwegian”), and NCL Investment Limited., a company organized under the laws of Bermuda, and NCL Investment II Ltd., a company organized under the laws of Bermuda (each, a “Holder”, and collectively, the “Holders”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 3rd, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 3, 2014, by and between American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Trust IV Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”), ARC Real Estate Partners, LLC, a Delaware limited liability company (“AREP”) and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Parent OP”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), LTI, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 4th, 2017 • Special Diversified Opportunities Inc. • Tobacco products
This Third Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of May 3, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”), as amended by the First Amendment to the Contribution and Exchange Agreement, dated as of January 24, 2017 and the Second Amendment to the Contribution and Exchange Agreement, dated as of April 5, 2017. Capitalized terms used but not otherwise defined herein shall have the meaning asc
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (the “Agreement”) is made effective as of the 1st day of September, 2020 (the “Contribution Date”) by and among the undersigned Shareholders (the “Shareholders”) of record of Monte Rosa Therapeutics AG, a company incorporated in Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland (“MRTx Swiss”) as of immediately prior to the Contribution and Exchange (as defined below), and MONTE ROSA THERAPEUTICS, INC., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 6th, 2017 • Special Diversified Opportunities Inc. • Tobacco products
This Second Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of April 5, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”), as amended by the First Amendment to the Contribution and Exchange Agreement, dated as of January 24, 2017. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. For the purposes of the amendments set forth herein, d
SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • March 7th, 2003 • Mack Cali Realty L P • Real estate investment trusts
THIS SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT (the "Second Amendment") is made as of June 27, 2000 between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin-Eastview North Company, L.P. and Mack-Cali Realty, L.P. ("MCRLP", f/k/a Cali Realty, L.P.) and Mack-Cali Realty Corporation ("MCRC", f/k/a Cali Realty Corporation).
CONTRIBUTION AND Exchange AGREEMENTContribution and Exchange Agreement • September 5th, 2023 • RHINO BIOTECH LTD • Crude petroleum & natural gas • Colorado
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 3rd day of September 2021 (the “Effective Date”), by and between Justin DeAngelis (“Holder”), Eurasia Energy Ltd., a company domiciled in Anguilla, British West Indies (“Company”) and JRD Ventures LLC, a Nevada Corporation(“JRD”). Each of Holder, Company and JRD may be referred to herein individually as a “Party” and collectively as the “Parties.”
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE holdings LTD., a company organized under the laws of Bermuda (“Norwegian”) and TPG Viking I, Inc., a Cayman company, TPG Viking II, Inc., a Cayman company and TPG Viking AIV III, L.P., a Delaware limited partnership (each, a “Holder”, and collectively, the “Holders”) and TPG Viking I, L.P., a Cayman limited partnership, and TPG Viking II, L.P., a Cayman limited partnership.
EXECUTION VERSION CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 5th, 2020 • Delaware
This Contribution and Exchange Agreement (this “Agreement”) is made and entered into as of September 17, 2019 by and among 89bio, Inc., a Delaware corporation (“NewCo”), 89bio Ltd., an Israeli private limited liability company (“OldCo”), and (i) each holder of issued and outstanding Ordinary Shares (as defined in the Amended Articles of Association of OldCo (the “Articles”)) (each, an “Ordinary Shareholder” and, collectively, the “Ordinary Shareholders”), (ii) each holder of issued and outstanding Preferred A Shares (as defined in the Articles) (each, a “Preferred Shareholder” and, collectively, the “Preferred Shareholders”) and (iii) each holder of issued and outstanding options to purchase Ordinary Shares, (each, an “Option Holder” and, collectively, the “Option Holders” and, together with the Ordinary Shareholders and the Preferred Shareholders, the “Equityholders”), each as indicated on Exhibit A hereto.
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE HOLDINGS LTD., a company organized under the laws of Bermuda (“Norwegian”) and Star NCLC Holdings Ltd. (the “Holder”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 27 day of August, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), Green Mountain Analytics, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AND EXCHANGE AGREEMENT (TSAT)Contribution and Exchange Agreement • June 26th, 2000 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
ANDContribution and Exchange Agreement • August 25th, 1999 • Reckson Associates Realty Corp • Real estate investment trusts • New Jersey
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of May 10, 2022 (the “Effective Date”) by and among Redbox Automated Retail, LLC, a Delaware limited liability company (the “Borrower”), Redwood Intermediate LLC, a Delaware limited liability company (“Redwood Intermediate”), Redwood Holdco, LP, a Delaware limited partnership (“Redwood Holdco”), New Outerwall, Inc., a Delaware corporation (“New Outerwall”), Aspen Parent, Inc., a Delaware corporation (“Aspen Parent”), Redbox Entertainment Inc., a Delaware corporation (“RDBX”) and the Agent (as defined below). The Borrower, Redwood Intermediate, Redwood Holdco, New Outerwall, Aspen Parent, RDBX and the Agent are referred to herein as the “Parties” and individually as a “Party.” The Borrower, Redwood Intermediate, Redwood Holdco, New Outerwall, Aspen Parent and RDBX are referred to herein as the “Redbox Parties” and individually as a “Redbox Party.”
AMONG THE MK CONTRIBUTORS,Contribution and Exchange Agreement • September 19th, 1997 • Cali Realty Corp /New/ • Real estate investment trusts • New York
CCIB HOLDCO, INC. CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
This Contribution and Exchange Agreement (the “Agreement”) is made as of November 4, 2011 (the “Contribution Date”), by and among CCIB Holdco, Inc., a Delaware corporation (the “Company”), IBHL A Holding Company, Inc., a Delaware corporation (“Sub I-A”), IBHL B Holding Company, Inc., a Delaware corporation (“Sub I-B”), and IBP Holdings, LLC, a Delaware limited liability company (“IBP Holdings”).
CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG NUMBER HOLDINGS, INC. 99 CENTS ONLY STORES LLC AND THE OTHER PARTIES HERETO DATED DECEMBER 14, 2017Contribution and Exchange Agreement • December 14th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated December 14, 2017, by and among Number Holdings, Inc., a Delaware corporation (“Number Holdings”), 99 Cents Only Stores LLC, a California limited liability company (the “Company” and, together with Number Holdings, the “Company Entities”), AF III Holdings A S.a.r.l., a Luxembourg company (“Ares”), and CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPPIB” and, together with Ares, the “Sponsor Noteholders”).
CONTRIBUTION AND EXCHANGE AGREEMENT among THE PROMENADE TRUST and RFX ACQUISITION LLC and SPORTS ENTERTAINMENT ENTERPRISES, INC. Dated as of December 15, 2004Contribution and Exchange Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of December 15, 2004 among The Promenade Trust, a grantor trust created under the laws of Tennessee (“Seller”), Sports Entertainment Enterprises, Inc., a Colorado corporation (“Publico”) and RFX Acquisition LLC, a Delaware limited liability company (“Purchasing LLC,” and together with Publico, “Purchasers”), (each a “Party,” and collectively, the “Parties”).
CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG EL PASO CORPORATION EL PASO NORIC INVESTMENTS III, L.L.C. COLORADO INTERSTATE GAS COMPANY EL PASO SNG HOLDING COMPANY, L.L.C. SOUTHERN NATURAL GAS COMPANY EPPP SNG GP HOLDINGS, L.L.C. EPPP CIG GP...Contribution and Exchange Agreement • September 23rd, 2008 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Texas
This Contribution and Exchange Agreement (the “Agreement”) is made and entered into as of September 17, 2008, by and among El Paso Corporation, a Delaware corporation (“El Paso”), El Paso Noric Investments III, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“EP Noric”), Colorado Interstate Gas Company, a Delaware general partnership, (“CIG”), El Paso SNG Holding Company, L.L.C., a Delaware limited liability company and direct wholly-owned subsidiary of El Paso (“EP SNG”), Southern Natural Gas Company, a Delaware general partnership, (“SNG”), El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“EPP GP”), El Paso Pipeline LP Holdings, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“EPP LP”), El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), El Paso Pipeline Partners Operating Company, L.L.C.
AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 9th, 2010 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies
This Amendment, dated as of November 5, 2010, amends the Contribution and Exchange Agreement, dated as of September 10, 2010, (the “Contribution Agreement”), by and among Harbinger Group Inc., a Delaware corporation (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempted company (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (“Harbinger Special Situations”), and Global Opportunities Breakaway Ltd., a Cayman Islands exempted company (“Global Opportunities” and, each of Harbinger Master, Harbinger Special Situations and Global Opportunities, a “Harbinger Party” and, together, the “Harbinger Parties”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 7th, 2014 • American Realty Capital Healthcare Trust Inc • Real estate investment trusts • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of April 7, 2014, by and between American Realty Capital Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Healthcare Trust Advisors, LLC, a Delaware limited liability company (the “Advisor”).
Contribution and Exchange Agreement relating to shares in Stater Blockchain Limited and Long Blockchain Corp. between Stater Blockchain Limited and Long Blockchain Corp.Contribution and Exchange Agreement • March 22nd, 2018 • Long Blockchain Corp. • Beverages
Stater Blockchain Limited, a limited liability company incorporated and registered in New Zealand with company number 5810527 (SBL).
CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF OCTOBER 17, 2006 AMONG GSC INVESTMENT LLC, GSC CDO III L.L.C., GSCP (NJ), L.P., AND THE OTHER INVESTORS PARTY HERETOContribution and Exchange Agreement • December 1st, 2006 • GSC Investment LLC • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (the “Agreement”) dated as of October 17, 2006 by and among GSC Investments LLC, a Maryland limited liability company (“Newco”), GSC CDO III, L.L.C., a Delaware limited liability company (the “Class A Investor”) and the persons listed on Schedule I attached hereto (collectively, the “Class B Investors,” together with the Class A Investor, the “Investors”) and GSCP (NJ), L.P., a Delaware limited partnership (the “Manager”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of ___________, 2023 by and among all of the shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct subsidiary of the Company’s shareholders (the “Company”), all of whom are set forth on Schedule 1 attached hereto (each such shareholder, a “Company Shareholder” and collectively, the “Company Shareholders”) and Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”). Each Company Shareholder and New PubCo are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 18th, 2018 • Wanda America Entertainment, Inc. • Services-motion picture theaters • New York
This Contribution and Exchange Agreement (this “Agreement”) is made as of September 7, 2018 (the “Effective Date”), by and among Wanda America Entertainment, Inc., a Delaware corporation with its principal address at 850 New Burton Road, Suit 201, Delaware 19904, County of Kent, State of Delaware (the “Company”), Qingdao Wanda Movie & TV Investment Co., Ltd. (青岛万达影视投资有限公司), a limited liability company incorporated and existing under the laws of the People’s Republic of China, with its legal address at No. 1607, East Dongyue Road Huangdao District, Qingdao City, the People’s Republic of China (“QWM”), Wanda Culture Holding Co. Limited (萬達文化控股有限公司), a corporation incorporated and existing under the laws of Hong Kong, with its principal address at Unit 606, 6th Floor, Alliance Building, 133 Connaught Road Central, Hong Kong (“WCH”), and Wanda America Investment Holding Co. Ltd., a Delaware corporation, with its principal address at the City of Wilmington, County of New Castle, State of De
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This Contribution and Exchange Agreement, dated as of November 23, 2004 (the “Agreement”), is entered into by and between Craig A. Steinke (the “Stockholder”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 2nd, 2015 • Global Net Lease, Inc. • Real estate investment trusts • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of June 2, 2015, by and between Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Global Net Lease Advisors, LLC, a Delaware limited liability company (the “Advisor”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 30th, 2021 • Lopker Pamela M • Services-prepackaged software • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of June 27, 2021, by and between Project Quick Ultimate Parent, LP, a Delaware limited partnership (“Parent”), on the one hand, and Pamela M. Lopker (“Lopker”), The Lopker Living Trust dated November 18, 2013 (the “Lopker Trust”), and the Estate of Karl F. Lopker (the “Lopker Estate” and collectively with Lopker and the Lopker Trust, the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
