Equity Exchange Agreement Sample Contracts

Non-Invasive Monitoring System – EQUITY EXCHANGE AGREEMENT by and Among NON-INVASIVE MONITORING SYSTEMS, INC., IRA FINANCIAL GROUP LLC, IRA FINANCIAL TRUST COMPANY, ADAM BERGMAN, and FRED HORNER Dated as of December 3, 2018 (December 4th, 2018)

Page ARTICLE I . PURCHASE AND SALE 3 Section 1.01 The Exchange 3 Section 1.02 Closing 3 Section 1.03 Post-Exchange Operations 3 ARTICLE II . REPRESENTATIONS AND WARRANTIES OF IRA FINANCIAL AND THE EQUITYHOLDERS 4 Section 2.01 Organization; Standing and Power; Charter Documents; Subsidiaries 4 Section 2.02 Capital Structure 5 Section 2.03 Authority; Non-Contravention; Necessary Consent 6 Section 2.04 Financial Statements; Internal Controls 8 Section 2.05 Undisclosed Liabilities 8 Section 2.06 Absence of Certain Changes or Events 8 Section 2.07 Taxes 9 Section 2.08 Intellectual Property 10 Section 2.09 Compliance 12 Section 2.10 Litigation 12 Secti

Drone USA Inc. – Equity Exchange Agreement (June 27th, 2017)

This Agreement has been made and entered into as of this 26th day of January, 2015, by and among Texas Wyoming Drilling, Inc., a Delaware corporation having its principal business address at 1000 N Greenvalley Parkway, Suite 440-517, Las Vegas, NV 89147, Drone USA, LLC with its corporate business address at 140 Broadway, Suite 4614 New York, NY ("DUSA"), the members of DUSA that represent 100% of the issued and outstanding equity membership interests of DUSA as specifically set forth on Exhibit A attached hereto (collectively, jointly and severally "Members") and Margaret Cadena in her individual capacity as a holder of 150 shares of the issued and outstanding shares of TWDL's "Super Preferred Stock" (the "Preferred Stock") and as Chief Executive Officer on behalf of TWDL.

[Form Of] Debt-For-Equity Exchange Agreement (March 31st, 2017)

This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this "Agreement"), dated as of , 2017 (the "Effective Date") is made by and between Sun BioPharma, Inc. a Delaware corporation (the "Company"), and the lender named on the signature page hereto ("Lender").

Royal Energy Resources, Inc. – Equity Exchange Agreement (October 6th, 2016)

This Equity Exchange Agreement (this "Agreement"), dated as of September 30, 2016, is made by and among Rhino Resource Partners Holdings LLC, a Delaware limited liability company ("Holdings"), Rhino Resource Partners, LP, a Delaware limited partnership ("Rhino"), Rhino GP LLC, a Delaware limited liability company ("Rhino GP") and Royal Energy Resources, Inc., a Delaware corporation ("Royal").

Western Graphite Inc. – Equity Exchange Agreement (January 27th, 2016)

This Equity Exchange Agreement, dated as of January 26, 2016 (the "Agreement"), is by and between Western Graphite, Inc., a Nevada corporation currently quoted on the OTC Pink("Purchaser") and Atmosphere Global, LLC ("Seller").

Cachet Financial Solutions, Inc. – Equity Exchange Agreement (October 8th, 2015)

WHEREAS, in consideration of Michael Hanson surrendering or returning a total of 382,809 shares of common stock to the Company, the Board deems it advisable to issue Michael Hanson a warrant to purchase 756,618 shares of the Company's common stock with an exercise price of $1.35 and be 100% vested on the grant date and have a 5 year term from the grant date to exercise such options. ;

Kvintess F&DI Holdings Corp. – Equity Exchange Agreement (November 12th, 2014)

AGREEMENT, dated as of December 13, 2013 (this "Agreement") among KVINTNESS F&DI HOLDINGS CORP., a Delaware corporation ("KVINTESS"), KVINTESS FINANCE, a corporation formed under the laws of the Russian Federation (the "Company"), and Abisov Rufat Ravilevich, Gabdrahmanova Guzel Adipovna, and Nurtdinov Almz Niyazovich, constituting all of the owners of the Company ("Owners").

Blue Earth, Inc. – Equity Exchange Agreement (October 31st, 2014)

This Equity Exchange Agreement (this Agreement), dated as of October 27, 2014 is by and between Blue Earth, Inc., a Nevada corporation and its subsidiaries and Affiliates, with an address at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052 (Blue Earth, or the Company), and PowerGenix Systems, Inc., a Delaware corporation and its subsidiaries and Affiliates with an address at 4275 Executive Square, Suite 1000, La Jolla, California 92037 (together with its successors and permitted assigns, PowerGenix). Collectively, PowerGenix and Blue Earth are referred to as the Parties. Affiliate of any Party means any entity that directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with such party.

First Virtual Communications – Equity Exchange Agreement (September 2nd, 2014)

This Equity Exchange Agreement (the Agreement) is made effective as of September 11, 2012 (the Effective Date), and is entered into by and among Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP, a California limited liability partnership (Holder), and U.S. Dry Cleaning Services Corporation, a Delaware Corporation (the Company).

China Biologic Products – Equity Exchange Agreement (Summary Translation) (August 25th, 2014)

This Equity Exchange Agreement (this "Agreement") is entered into on August 21, 2014 by and between Guiyang Dalin Biotechnology Co., Ltd. (the "Guiyang Dalin") and Guizhou Eakan Pharmaceutical Co., Ltd. (the "Guizhou Eakan").

EQUITY EXCHANGE AGREEMENT by and Among ADEPTPROS INC., a Nevada Corporation, ADEPTPROS LLC, an Arizona Limited Liability Company, GENIUSPORT, INC, an Arizona Corporation, And (May 15th, 2014)

THIS EQUITY EXCHANGE AGREEMENT (the "Agreement"), is made and entered into this 15th day of April, 2014 (the "Closing Date"), by and among ADEPTPROS INC., a Nevada corporation ("AdeptPros"), ADEPTPROS LLC, an Arizona Limited Liability Company ("AdeptLLC"), GENIUSPORT, INC., an Arizona Corporation ("GeniusPort"), and the Equity Holders of AdeptLLC and GeniusPort.

Blue Earth, Inc. – Equity Exchange Agreement (March 18th, 2014)

This EQUITY EXCHANGE AGREEMENT (the Agreement), dated as of January 31, 2014, by and among Blue Earth, Inc., a Nevada corporation (the Buyer), Kenmont Solutions Capital GP, LLC, a Delaware limited liability company (Kenmont), and Donald R. Kendall, Jr., an individual with an address at 711 Louisiana, Suite 1750, Pennzoil Building, South Tower, Houston, Texas 77002 (the Seller, and collectively with Buyer and Kenmont, the Parties).

Blue Earth, Inc. – Equity Exchange Agreement (February 6th, 2014)

This EQUITY EXCHANGE AGREEMENT (the Agreement), dated as of January 31, 2014, by and among Blue Earth, Inc., a Nevada corporation (the Buyer), Kenmont Solutions Capital GP, LLC, a Delaware limited liability company (Kenmont), and Donald R. Kendall, Jr., an individual with an address at 711 Louisiana, Suite 1750, Pennzoil Building, South Tower, Houston, Texas 77002 (the Seller, and collectively with Buyer and Kenmont, the Parties).

Marcus & Millichap, Inc. – Form of Debt-For-Equity Exchange Agreement (September 23rd, 2013)

This DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [], 2013 (this Agreement), is made among MARCUS & MILLICHAP COMPANY, a California corporation (MMC), GEORGE M. MARCUS, WILLIAM A. MILLICHAP, THE DONALD AND BEVERLY LORENZ LIVING TRUST, DONALD A. LORENZ 2012 DYNASTY TRUST, BEVERLY J. LORENZ 2012 DYNASTY TRUST, and LORENZ CAPITAL ASSETS, L.P., a California limited partnership (collectively, the Debt Holders), and, solely with respect to Sections 4(b) and 5 through 12 hereof, MARCUS & MILLICHAP, INC., a Delaware corporation (MMI).

Marcus & Millichap, Inc. – Form of Debt-For-Equity Exchange Agreement (August 26th, 2013)

This DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [ ], 2013 (this Agreement), is made among MARCUS & MILLICHAP COMPANY, a California corporation (MMC), GEORGE M. MARCUS, WILLIAM A. MILLICHAP, THE DONALD AND BEVERLY LORENZ LIVING TRUST, and LORENZ CAPITAL ASSETS, L.P., a California limited partnership (collectively, the Debt Holders), and, solely with respect to Sections 4(b) and 5 through 12 hereof, MARCUS & MILLICHAP, INC., a Delaware corporation (MMI).

Car Charging Group – Addendum to Equity Exchange Agreement (May 9th, 2013)

THIS ADDENDUM TO EQUITY EXCHANGE AGREEMENT (the "Exchange Addendum") to is made and entered into this April 21, 2013 by and between Car Charging Group, Inc., a Nevada corporation ("CCGI"), 350 Holdings, LLC, a Florida limited liability company ("CCGI Sub"), having their principal executive offices at 1691 Michigan Avenue, Suite 601, Miami Beach, Florida 33139 and 350 Green, LLC, a Virginia limited liability company ("350") and Mariana Gerzanych ("Gerzanych") and Timothy Mason ("Mason"), with Gerzanych and Mason collectively referred to as the "350 Members" with 350 and the 350 Members having their principal executive offices at 26092 Cresta Verde, Mission Viejo, California 92691. Hereinafter, CCGI, CCGI Sub, 350 and the 350 Members shall be referred to collectively as the "Parties", where applicable.

Car Charging Group – EQUITY EXCHANGE AGREEMENT by and Among CAR CHARGING GROUP, INC., a Nevada Corporation, (May 9th, 2013)

THIS EQUITY EXCHANGE AGREEMENT (this "Agreement"), dated as of March 8, 2013 (the "Effective Date"), by and among Car Charging Group, Inc., a Nevada corporation ("CCGI"), 350 Holdings, LLC, a Florida limited liability company ("CCGI Sub"), and together with CCGI, the "CCGI Entities"), 350 Green LLC, a Virginia limited liability company ("350"), and Mariana Gerzanych and Timothy Mason (collectively the "350 Members").

Car Charging Group – Equity Exchange Agreement (April 26th, 2013)

THIS EQUITY EXCHANGE AGREEMENT, dated as of February 19, 2013 (this "Agreement") by and among Car Charging Group, Inc., a Nevada corporation ("CCGI"), EV Pass, LLC, a New York limited liability company ("EV PASS") and Synapse Sustainability Trust, Inc., a New York not for profit corporation (the "Trust") (EV PASS and the Trust are collectively the "EV PASS Entities").

Car Charging Group – Equity Exchange Agreement (April 3rd, 2013)

THIS EQUITY EXCHANGE AGREEMENT, dated as of February 26, 2013 (this "Agreement"), by and among Car Charging Group, Inc., a Nevada corporation ("CCGI"), Beam Acquisition, LLC, a Nevada limited liability company ("Beam Acquisition"), and together with CCGI, the "CCGI Entities"), and Beam Charging, LLC, a New York limited liability company ("Beam" or the "Company"), and Manhattan Charging LLC, Eric L'Esperance, and Andrew Shapiro (together with the individual members of Manhattan Charging LLC, collectively, the "Beam Members").

Debt-For-Equity Exchange Agreement (January 29th, 2013)

DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [ ], 2013 (this Agreement), among PFIZER INC., a Delaware corporation (Pfizer), J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY & CO. LLC (collectively, the Investment Entities), and, solely with respect to Sections 4(b) and 6 through 16 hereof, ZOETIS INC., a Delaware corporation and a direct, wholly owned subsidiary of Pfizer (Zoetis).

Stw Resources Holding Corp. – Equity Exchange Agreement (January 28th, 2013)

This Equity Exchange Agreement (the "Agreement") is entered into as of this 8th day of January 2013 between STW Resources Holding Corp. (STW), a Nevada corporation, and Black Pearl Energy, LLC (BPE), a Texas Limited Liability Company.

Raptor Resources Holdings Inc. – Equity Exchange Agreement (August 16th, 2012)

THIS EQUITY EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of the 16th day of August, 2012, by and among Raptor Resources Holdings Inc. ("Raptor"), a Nevada corporation, with its address at 41 Howe Lane, Freehold, N.J. 07728, Mabwe Minerals Inc. ("Mabwe"), a Wyoming corporation, with its address at 41 Howe Lane, Freehold, N.J. 07728 and Mabwe Minerals Zimbabwe (Private) Limited ("Mabwe Z"), a registered Zimbabwean corporation, with an address at 98 Churchill Avenue, Gunhill, Harare, Zimbabwe.

STERLING CONSOLIDATED Corp – EQUITY EXCHANGE AGREEMENT by and Among STERLING CONSOLIDATED CORP., a Nevada Corporation, ADDR PROPERTIES, LLC, a New Jersey Limited Liability Company, INTEGRITY CARGO FREIGHT CORPORATION, a New Jersey Corporation, Q5 VENTURES, LLC, a New Jersey Limited Liability Company, STERLING SEAL & SUPPLY, INC., a New Jersey Corporation, And (August 10th, 2012)

THIS EQUITY EXCHANGE AGREEMENT (the "Agreement"), is made and entered into this 20th day of June, 2012 (the "Closing Date"), by and among STERLING CONSOLIDATED CORP., a Nevada corporation ("Sterling Consolidated"), ADDR PROPERTIES, LLC, a New Jersey Limited Liability Company ("ADDR"), INTEGRITY CARGO FREIGHT CORPORATION, a New Jersey Corporation ("Integrity"), Q5 VENTURES, LLC, a Florida limited liability company ("Q5"), STERLING SEAL & SUPPLY, INC., a New Jersey Corporation ("Sterling Seal"), and the Equity Holders of ADDR, INTEGRITY, Q5, and STERLING SEAL.

Praco – Equity Exchange Agreement (July 3rd, 2012)

THIS EQUITY EXCHANGE AGREEMENT (the "Agreement"), is made and entered into on this 3rd day of July, 2012 (the "Signing Date"), by and between PRACO CORPORATION, f/k/a HUNT FOR TRAVEL, INC., a Nevada Corporation ("Praco"), HAWK OPPORTUNITY FUND, LP, a Delaware Limited Partnership ("Hawk LP"), HAWK MANAGEMENT L.P., a Delaware Limited Partnership ("Hawk Management"), HWC LLC, a Delaware Limited Liability Company ("HWC LLC"), PHILLY RESIDENTIAL ACQUISITION LP, a Pennsylvania Limited Liability Company ("Philly LP"), PHILLY RESIDENTIAL GP LLC, a Pennsylvania Limited Liability Company ("Philly LLC"), GREEN HOMES REAL ESTATE, LP, a Pennsylvania Limited Partnership ("GH LP"), GREEN HOMES MANAGEMENT LLC, a Pennsylvania Limited Liability Company ("GH LLC"), NIDUS, LP, a Delaware Limited Partnership ("Nidus LP"), NESTEX LLC, a Delaware Limited Liability Company ("Nestex LLC"), R. SCOTT WILLIAMS, an individual with a business address at North State Street, Newtown, PA 18940 ("Williams"), DAVID S. C

JOINT VENTURE EQUITY EXCHANGE AGREEMENT Effective Date 7-November-2011 (November 14th, 2011)

This Joint Venture Equity Exchange Agreement is made and entered into by and between Pompano Dive Center, LLC., a Florida limited liability company having an address at 101 N Riverside Drive, Suite 111, Pompano Beach, Florida 33062 (hereafter "PDC") and Brownie's Marine Group, Inc., a Nevada corporation, together with its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation d/b/a Brownie's Third Lung, having an address at 940 N.W. lst Street, Ft. Lauderdale, Florida 33311 (hereafter collectively "BMG") , for the purpose of engaging in an enterprise for profit, more specifically for the sale of BMG's products at PDC's location.

Power of The Dream Ventures Inc – Equity Exchange Agreement (November 14th, 2011)
Equity Exchange Agreement (March 11th, 2008)

This EQUITY EXCHANGE AGREEMENT (this Agreement) is entered into this ___day of March, 2008 (the Exchange Effective Date), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (HCC Inc.), Heritage-Crystal Clean, LLC, an Indiana limited liability company (HCC LLC), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (BRS-HCC), are sometimes referred to in this agreement individually as a Contributor, and collectively as the Contributors. The Contributors are listed on Schedule A hereto.

Equity Exchange Agreement (March 7th, 2008)

This EQUITY EXCHANGE AGREEMENT (this Agreement) is entered into this ___day of March, 2008 (the Exchange Effective Date), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (HCC Inc.), Heritage-Crystal Clean, LLC, an Indiana limited liability company (HCC LLC), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (BRS-HCC), are sometimes referred to in this agreement individually as a Contributor, and collectively as the Contributors. The Contributors are listed on Schedule A hereto.

Chembio Diagnostics – Equity Exchange Agreement (March 28th, 2005)

THIS EQUITY EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of January 28, 2005, by and between Chembio Diagnostics, Inc., a Nevada corporation (the "Company"), and Kurzman Partners, LP (the "Stockholder").

Evergreen Energy – Debt Modification Agreement (December 11th, 2003)

This DEBT MODIFICATION AGREEMENT (the Agreement) is executed as of November 7, 2003 by KFx Inc., a Delaware corporation (KFx), Pegasus Technologies, Inc., a South Dakota corporation (Pegasus) and Kennecott Energy Company, a Delaware corporation (KEC). KFx, Pegasus and KEC may be collectively referred to herein as the Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Equity Exchange Agreement dated of even date herewith such (the Equity Exchange Agreement).

Evergreen Energy – EQUITY EXCHANGE AGREEMENT Among PEGASUS TECHNOLOGIES, INC. K-Fuel, L.L.C. KFx INC. KENNECOTT ENERGY COMPANY and KENNECOTT ALTERNATIVE FUELS INC. Dated November 7, 2003 (December 11th, 2003)

This EQUITY EXCHANGE AGREEMENT (Agreement) is entered into as of November 7, 2003, by and among Pegasus Technologies, Inc., a South Dakota corporation (Pegasus), K-Fuel, L.L.C., a Delaware limited liability company (K-Fuel), KFx Inc., a Delaware corporation (KFx), Kennecott Energy Company, a Delaware corporation (Kennecott), and Kennecott Alternative Fuels Inc., a Delaware corporation (KAF). Pegasus, K-Fuel, KFx, Kennecott, and KAF may be referred to herein individually as a Party and collectively as the Parties.