Debt Exchange Agreement Sample Contracts

Escalon Medical Corp. – Escalon Medical Corp. Debt Exchange Agreement (February 15th, 2018)

THIS DEBT EXCHANGE AGREEMENT (this Agreement) is made and entered into as of February 14, 2018 by and between Escalon Medical Corp. (the Company), a Pennsylvania corporation, and Richard J. DePiano, Sr. and DP Associates Inc Profit Sharing Plan (the Noteholders).

Debt Exchange Agreement (January 2nd, 2018)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 28th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the "Company"), and (ii) Bravenet Web Services, Inc. ("Bravenet") and Harrison Avenue Holdings Ltd. ("Harrison," and together with Bravenet, the "Debt Holders").

Debt Exchange Agreement (October 13th, 2017)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement") made as of the date set forth on the signature page hereto (the "Agreement Date") between TRACK GROUP, INC., a Delaware corporation (the "Company"), and the CONRENT INVEST S.A., a public limited liability company (societe anonyme), incorporated under the laws of the Grand Duchy of Luxembourg ("Luxembourg"), having its registered office at 2-4, avenue Marie-Therese, L-2132 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (registre de commerce et des societes, Luxembourg) under number B170360, being subject as an unregulated undertaking to the Luxembourg act dated 22 March 2004 on securitization, as amended (the "Securitisation Act 2004") and acting in respect of its compartment "Safety 2" (the "Lender").

China Auto Logistics Inc. – CHINA AUTO LOGISTICS INC. DEBT EXCHANGE AGREEMENT September 23, 2017 (September 26th, 2017)

Bright Praise Enterprises Limited, a British Virgin Islands corporation, located at No. 87 No. 8 Coastal Way, Floor 2, Construction Bank, Free Trade Zone, Tianjin Province, The People's Republic of China (the "Holder") enters into this Debt Exchange Agreement (this "Agreement") with China Auto Logistics Inc., a Nevada corporation, with a headquarters located at Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province, The People's Republic of China (the "Company"), as of the date first written above, whereby the Holder will exchange and sell the Exchanged Debt (as defined below) as set forth herein.

Cyberspace Vita, Inc. – Debt Exchange Agreement (May 16th, 2017)

DEBT EXCHANGE AGREEMENT (the "Agreement") is made as of the 11th day of May, 2017 (the "Effective Date"), by and between Cyberspace Vita, Inc., a Nevada corporation (the "Company"), and Fountainhead Capital Management Limited (the "Fountainhead").

Royale Energy, Inc. – Debt Exchange Agreement by and Among Royale Energy Holdings, Inc. Royale Energy, Inc. And the Holders of Certain Subordinated Promissory Notes Issued Between June 6, 2016 and August 22, 2016 by Matrix Oil Management Corporation and Certain Affiliates (December 2nd, 2016)

This DEBT EXCHANGE AGREEMENT (this "Agreement") made effective as of [ ], by and among ROYALE ENERGY, INC., a California corporation ("Royale"), ROYALE ENERGY HOLDINGS, INC., a Delaware corporation (the "Parent"), and EACH OF THE UNDERSIGNED PERSONS (the "Holders"), who, collectively, are all of the holders of approximately $20,124,000.00 in aggregate principal amount of certain subordinated promissory notes (the "Notes") jointly issued between June 6, 2016 and August 22, 2016, by the following entities as borrowers (collectively, the "Borrowers"): Matrix Oil Management Corporation, a California corporation ("Matrix"), Matrix Oil Corporation, a California corporation ("Matrix Operator"), Matrix Investments L.P., a California Limited Partnership ("Matrix Investments"), Matrix Las Cienegas Limited Partnership, a California limited partnership ("Matrix Las Cienegas"), Matrix Pipeline L.P., a California limited partnership, Matrix Royalty, LP, a Texas limited partnership, and Matrix Per

Dolphin Digital Media – Debt Exchange Agreement (June 3rd, 2016)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement"), dated as of [*], 2016, is by and between Dolphin Digital Media, Inc., a Florida corporation (the "Company"), and [*] (the "Note Holder").

Alkame Holdings, Inc. – Debt Exchange Agreement (May 11th, 2016)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement") is entered into as of May 10th, 2016 (the "Effective Date") by and between Alkame Holdings, Inc., a Nevada corporation (the "Issuer") and Coldstream Summit Ltd. (the "Investor"). The Investor and the Issuer are occasionally referred to herein individually as a "Party" and collectively as the "Parties."

AMEDICA Corp – Amedica Enters Debt Exchange Agreement Agreement to Unlock Additional Working Capital and Allow for Future Debt Refinance (April 5th, 2016)

SALT LAKE CITY, April 5, 2016 - Amedica Corporation (Nasdaq:AMDA), a company that develops and commercializes silicon nitride ceramics as a biomaterial platform, is pleased to announce it has entered into a debt exchange agreement with Riverside Merchant Partners, LLC, Hercules Technology III, L.P. and Hercules Capital, Inc. Amedica agreed to exchange $1.0 million of the principal amount outstanding under the term loan held by Riverside for a subordinated convertible promissory note in the principal amount of $1.0 million and a warrant to purchase 100,000 shares of common stock. The subordinated convertible promissory note is convertible into shares of common stock at a fixed conversion price of $1.43 and the exercise price of the warrant is fixed at $1.62 per share. The subordinated convertible promissory note bears interest at a rate of 6% per annum and is due March 3, 2018.

Innovus Pharmaceuticals, Inc. – Debt Exchange Agreement (September 18th, 2014)

THIS DEBT EXCHANGE AGREEMENT (the "Agreement"), is entered into on September 15, 2014 by and between Innovus Pharmaceuticals, Inc., a Nevada corporation (the "Company") and BLACKBRIDGE CAPITAL, LLC (the "Holder").

BioCorRx Inc. – Convertible Debt Exchange Agreement (July 3rd, 2014)

This CONVERTIBLE DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of June 25, 2014 by and between BioCorRx, Inc., a Nevada corporation (the "Company"), and Bradley Gann (the "Holder"), with reference to the following facts:

BioCorRx Inc. – Convertible Debt Exchange Agreement (July 3rd, 2014)

This CONVERTIBLE DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of June 25, 2014 by and between BioCorRx, Inc., a Nevada corporation (the "Company"), and Patty Hollis (the "Holder"), with reference to the following facts:

BioCorRx Inc. – Convertible Debt Exchange Agreement (July 3rd, 2014)

This CONVERTIBLE DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of June 30, 2014 by and between BioCorRx, Inc., a Nevada corporation (the "Company"), and Neil Muller (the "Holder"), with reference to the following facts:

Powin Corp – To Debt Exchange Agreement (April 2nd, 2014)

NOW, THEREFORE, for good and valuable consideration and the mutual covenants set forth herein, the parties agree as follows:

Powin Corp – Debt Exchange Agreement (January 22nd, 2014)

THIS DEBT EXCHANGE AGREEMENT ("Agreement") is effective as of December 31, 2013 ("Effective Date") by and between Powin Corporation ("Powin"), a Nevada corporation and Investor (HK) Trading Co. Limited (" Investor"), British Virgin Islands Corporation.

Powin Corp – Debt Exchange Agreement (January 22nd, 2014)

THIS DEBT EXCHANGE AGREEMENT ("Agreement") is effective as of December 31, 2013 ("Effective Date") by and between Powin Corporation ("Powin"), a Nevada corporation and Joseph Lu ("Lu").

Inception Mining Inc. – Debt Exchange Agreement (March 1st, 2013)

This Debt Exchange Agreement (the "Agreement") is made and entered into as of this 25th day of February, 2013, between Gold American Mining Corp., a Nevada corporation ("SILA"), and Brett Bertolami, a citizen and resident of Davidson, North Carolina ("Bertolami"), and also the President of SILA.

Debt Exchange Agreement (February 28th, 2013)

THIS DEBT EXCHANGE AGREEMENT (this Agreement), dated as of , 2013, by and among PROFESSIONAL DIVERSITY NETWORK, LLC, an Illinois limited liability company f/k/a iHispano.com, LLC (the Company), DANIEL L. LADURINI (Daniel), FERDINANDO LADURINI (Ferdinando) and JAMES R. KIRSCH (James, together with Daniel and Ferdinando, the Holders and each a Holder).

Debt Exchange Agreement (July 30th, 2012)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of July 24, 2012 by and among International Textile Group, Inc., a Delaware corporation (the "Issuer"), and each of WLR Recovery Fund III, L.P., a Delaware limited partnership ("Fund III"), WLR Recovery Fund IV, L.P., a Delaware limited partnership ("Fund IV") and WLR IV Parallel ESC, L.P., a Delaware limited partnership ("Parallel", and together with Fund III and Fund IV, collectively, the "Investors").

Contract (May 8th, 2012)

This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination And Intercreditor Agreement dated as of May 7, 2012 (as amended, restated or otherwise amended from time to time, the Subordination Agreement) among HUDSON BAY MASTER FUND LTD., as collateral agent (the Senior Agent), Lender (as defined below), as subordinated creditor, and the Company (as defined below) to the indebtedness (including interest) owed by the Company, and the security interests and liens securing such indebtedness, pursuant to that certain Securities Purchase Agreement dated as of May 6, 2012 among the Company, Agent and the buyers from time to time party thereto, that certain Security And Pledge Agreement dated as of May 7 2012 by and among the Company, Agent, and the grantors party thereto, and various related documents, and to indebtedness refinancing t

Contract (May 8th, 2012)

This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination And Intercreditor Agreement dated as of May 7, 2012 (as amended, restated or otherwise modified from time to time, the Subordination Agreement) among HUDSON BAY MASTER FUND LTD., as First Lien Collateral Agent (the First Lien Collateral Agent), COMVEST CAPITAL II, L.P. (the Subordinated Creditor), and DIGITAL DOMAIN MEDIA GROUP, INC. (the Company) to the indebtedness (including interest) owed by the Company, and the security interests and liens securing such indebtedness, pursuant to that certain Securities Purchase Agreement dated as of May 6, 2012 among the Company, First Lien Collateral Agent and the buyers from time to time party thereto, that certain Security And Pledge Agreement dated as of May 7, 2012 by and among the Company, First Lien Collateral Agent, and the

Contract (May 8th, 2012)

This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination And Intercreditor Agreement dated as of May 7, 2012 (as amended, restated or otherwise modified from time to time, the Subordination Agreement) among HUDSON BAY MASTER FUND LTD., as First Lien Collateral Agent (the First Lien Collateral Agent), COMVEST CAPITAL II, L.P. (the Subordinated Creditor), and DIGITAL DOMAIN MEDIA GROUP, INC. (the Company) to the indebtedness (including interest) owed by the Company, and the security interests and liens securing such indebtedness, pursuant to that certain Securities Purchase Agreement dated as of May 6, 2012 among the Company, First Lien Collateral Agent and the buyers from time to time party thereto, that certain Security And Pledge Agreement dated as of May 7, 2012 by and among the Company, First Lien Collateral Agent, and the

Big Tree Group, Inc. – Debt Exchange Agreement (January 6th, 2012)

THIS DEBT EXCHANGE AGREEMENT (the "Agreement") is made this 30 day of December 2011 among CFO Oncall, Inc., (the "Debt Holder") and Transax International Limited, a Colorado corporation (the "Company").

Big Tree Group, Inc. – Debt Exchange Agreement (January 6th, 2012)

THIS DEBT EXCHANGE AGREEMENT (the "Agreement") is made this 30 day of December 2011 among Stephen Walters (the "Debt Holder") and Transax International Limited, a Colorado corporation (the "Company").

Big Tree Group, Inc. – Debt Exchange Agreement (January 6th, 2012)

THIS DEBT EXCHANGE AGREEMENT (the "Agreement") is made this 30 day of December 2011 among China Direct Investments, Inc., a Florida corporation, (the "Debt Holder"), Transax International Limited, a Colorado corporation (the "Company") and Stephen Walters.

Big Tree Group, Inc. – Debt Exchange Agreement (January 6th, 2012)

THIS DEBT EXCHANGE AGREEMENT (the "Agreement") is made this 30 day of December 2011 among Carlingford Investments Limited, (the "Debt Holder") and Transax International Limited, a Colorado corporation (the "Company").

Attitude Drinks Inc. – Exhibit (10)(53) Form of Debt Exchange Agreement (August 22nd, 2011)

For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Trailblazer Resources Inc. – Debt Exchange Agreement (August 19th, 2010)

THIS DEBT EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of this 13th day of August, 2010, by and between ADVANCED FIBERGLASS TECHNOLOGIES, INC., a Wisconsin corporation ("Maker"), ENERGY COMPOSITES CORPORATION, a Nevada corporation (the "Company"), and M & W FIBERGLASS, LLC, a Wisconsin limited liability company ("Payee").

Advanced Life Scienc – Second Amended and Restated Debt Exchange Agreement (July 22nd, 2010)

THIS SECOND AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT (this Agreement) is entered into as of this 22nd day of July, 2010 by and between ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the Company), and Michael T. Flavin (the Maker).

Master Restructure and Debt Exchange Agreement (July 22nd, 2010)

This MASTER RESTRUCTURE AND DEBT EXCHANGE AGREEMENT (this "Agreement") is entered into as of July 16, 2010 among PAC-VAN, INC., an Indiana corporation (the "Borrower"), GFN NORTH AMERICA CORP., a Delaware corporation ( "GFN"), the other guarantors identified on the signature pages hereto (together with GFN, the "Guarantors" and, together with the Borrower, the "Loan Parties"), SPV CAPITAL FUNDING, L.L.C., a Delaware limited liability company ("SPV"), as Lender, and LAMINAR DIRECT CAPITAL, L.L.C., a Delaware limited liability company ("Laminar") (as successor to LAMINAR DIRECT CAPITAL L.P.), as Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Existing Investment Agreement (as defined below).

Advanced Life Scienc – Amended and Restated Debt Exchange Agreement (June 18th, 2010)

THIS AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT (this Agreement) is entered into as of this 15th day of June, 2010 by and between ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the Company), and Michael T. Flavin (the Maker).

Advanced Life Scienc – Amended and Restated Debt Exchange Agreement (June 16th, 2010)

THIS AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT (this Agreement) is entered into as of this 15th day of June, 2010 by and between ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the Company), and Michael T. Flavin (the Maker).

Junior Intercreditor Agreement (May 13th, 2010)

This JUNIOR INTERCREDITOR AGREEMENT (Agreement), is dated as of December 10, 2009, and entered into by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent on behalf of the Equal and Ratable Claimholders and the Series A Claimholders (each as defined below) (together with its successors and assigns in such capacity, the Series A Parent Collateral Agent), and as collateral agent on behalf of the Series A Claimholders, (together with its successor and assigns in such capacity, the Series A Subsidiary Collateral Agent and, together with the Series A Parent Collateral Agent, the Series A Collateral Agent), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent on behalf of the Equal and Ratable Claimholders and the Series B Claimholders (each as defined below) (together with its successors and assigns in such capacity, the Series B Parent Collateral Agent), and as collateral agent on behalf of the Series B Claimholders (together with its successors and assigns in such cap

Advanced Life Scienc – Debt Exchange Agreement (May 10th, 2010)

THIS DEBT EXCHANGE AGREEMENT (this Agreement) is entered into as of this seventh (7th) day of May, 2010 by and between ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the Company), and Michael T. Flavin (the Maker).

Term Debt - Convertible Debt Exchange Agreement (April 7th, 2010)

This TERM DEBT - CONVERTIBLE DEBT EXCHANGE AGREEMENT (this "Agreement") is entered into as of March 31, 2010, by and between Zanett, Inc., a Delaware corporation (the "Company") and Rockport Investments Ltd. (the "Investor").