Exchange Agreement Sample Contracts

Exchange Agreement

An exchange agreement defines the terms and conditions related to the transfer of interest in property from  one party to another.  Exchange agreements are typically used with the exchange of interest in negotiable instruments such as a check, promissory note, or certificate of deposit.

Exchange Agreement Ii (March 15th, 2019)

THIS EXCHANGE AGREEMENT II (this "Agreement") is entered into and effective as of March 11, 2019 (the "Effective Date") by and between ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation (the "Company") and BAYBRIDGE CAPITAL FUND, LP, a Delaware limited partnership (hereinafter, the "Holder"). Each of the Company and the Holder may be referred to individually as a "Party" and collectively as the "Parties".

Exchange Agreement I (March 15th, 2019)

THIS EXCHANGE AGREEMENT I (this "Agreement") is entered into and effective as of March 11, 2019 (the "Effective Date") by and between ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation (the "Company") and BAYBRIDGE CAPITAL FUND, LP, a Delaware limited partnership (hereinafter, the "Holder"). Each of the Company and the Holder may be referred to individually as a "Party" and collectively as the "Parties".

Exchange Agreement (March 13th, 2019)

[*] (the "Undersigned"), for itself and on behalf of the beneficial owners listed on Exhibit A hereto ("Accounts") for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a "Holder"), enters into this Exchange Agreement (the "Agreement") with Amicus Therapeutics, Inc., a Delaware corporation (the "Company"), on March 12, 2019, whereby the Holders will exchange (the "Exchange") the Company's 3.00% Convertible Senior Notes due 2023 (the "Notes") for the Exchange Consideration (as defined below). The Notes to be exchanged by the Holder in the Exchange are referred to herein as the "Exchanged Notes".

Exchange Agreement (February 21st, 2019)

This Exchange Agreement (the "Agreement") is entered into as of February 21, 2019, by and among FuelCell Energy, Inc., a Delaware corporation with offices located at 3 Great Pasture Road, Danbury, Connecticut 06810 (the "Company"), and the investor signatory hereto (the "Holder"), with reference to the following facts:

Digital Power Corporation – Exchange Agreement (February 20th, 2019)

THIS EXCHANGE AGREEMENT (the "Agreement") is made as of February 20, 2019 (the "Effective Date"), by and between DPW Holdings, Inc., a Delaware corporation (the "Company") and , a Delaware limited partnership (the "Investor").

GeoVax – Exchange Agreement (February 19th, 2019)

EXCHANGE AGREEMENT (the "Agreement") is made as of the ___ day of February 2019, by and between GeoVax Labs, Inc., a Delaware corporation (the "Company"), and the investor signatory hereto (the "Investor").

Exchange Agreement (February 8th, 2019)

[*] (the "Undersigned"), for itself and on behalf of the beneficial owners listed on Exhibit A hereto ("Accounts") for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a "Holder"), enters into this Exchange Agreement (the "Agreement") with Amicus Therapeutics, Inc., a Delaware corporation (the "Company"), on February 7, 2019, whereby the Holders will exchange (the "Exchange") the Company's 3.00% Convertible Senior Notes due 2023 (the "Notes") for the Exchange Consideration (as defined below). The Notes to be exchanged by the Holder in the Exchange are referred to herein as the "Exchanged Notes".

Sysorex Global Holdings Corp. – Exchange Agreement (January 29th, 2019)

This Exchange Agreement (this "Agreement") is entered into as of January 29, 2019 by and between Chicago Venture Partners, L.P., a Utah limited partnership ("Lender"), and Inpixon, a Nevada corporation ("Borrower" or the "Company"). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

Toughbuilt Industries, Inc – Exchange Agreement (January 25th, 2019)

This Exchange Agreement (the "Agreement") is entered into as of this 24th day of January, 2019, by and between ToughBuilt Industries, Inc., a Nevada corporation with offices located at 25371 Commercentre Drive, Suite 200, Lake Forest, CA 9263 (the "Company") and the Holder signatory hereto (the "Holder"), with reference to the following facts:

Digital Power Corporation – Exchange Agreement (January 24th, 2019)

THIS EXCHANGE AGREEMENT (the "Agreement") is made as of January 23, 2019 (the "Effective Date"), by and between DPW Holdings, Inc., a Delaware corporation (the "Company") and ________________, a Delaware limited partnership (the "Investor").

Thunder Bridge Acquisition Ltd – Exchange Agreement (January 22nd, 2019)

EXCHANGE AGREEMENT (this "Agreement"), dated as of [*], 2019, among Repay Holdings Corporation, a Delaware corporation, Hawk Parent Holdings, LLC, a Delaware limited liability company, and the holders, other than the Corporation, of LLC Units (as defined herein) from time to time party hereto.

Medefile International, Inc. – Exchange Agreement (January 14th, 2019)

This Exchange Agreement (this "Agreement") dated this 14th day of January, 2019, by and among Hash Labs Inc., a Nevada corporation (the "Company") and The Vantage Group Ltd., a Delaware corporation (the "Holder").

medbox – Exchange Agreement (January 8th, 2019)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 26th day of September, 2016 (the "Effective Date"), by and among Notis Global, Inc. (the "Company"), EWSD I LLC, a subsidiary of the Company ("EWSD"), and Pueblo Agriculture Supply and Equipment, LLC, a subsidiary of the Company ("PASE") (the Company, and together with EWSD and PASE, sometimes collectively referred to as the "Companies"), and Redwood Management, LLC (the "Holder").

Vital Therapies Inc – EXCHANGE AGREEMENT Among VITAL THERAPIES, INC., iMMUNIC AG and the Shareholders of IMMUNIC AG Dated as of January 6, 2019 (January 7th, 2019)

THIS EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of January 6, 2019, by and among VITAL THERAPIES, INC., a Delaware corporation ("Vital"), IMMUNIC AG, a stock corporation formed under the laws of Germany and registered with the commercial register (Handelsregister) of the local court of Munich (the "Commercial Register") under number HRB 223333 ("Immunic"), and the shareholders of Immunic listed on Exhibit A hereto (the "Holders"). Certain capitalized terms used in this Agreement are defined in Exhibit B.

Parallax Health Sciences, Inc. – Exchange Agreement (January 7th, 2019)

THIS EXCHANGE AGREEMENT (the "Agreement") is made as of the 31st day of December and effective November 14, 2018, by and between, Parallax Health Sciences, Inc., a Nevada corporation, (the "Company") and _______________ (the "Investor").

Amyris – Exchange Agreement (January 2nd, 2019)

This Exchange Agreement (the "Agreement") is entered into as of the 31st day of December, 2018, by and among Amyris, Inc., a Delaware corporation with offices located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608 (the "Company") and the investor signatory hereto (the "Holder"), with reference to the following facts:

Protagonist Therapeutics, Inc – Re: 3(a)(9) Exchange Agreement (December 31st, 2018)

This letter agreement (the Agreement) confirms the agreement of Protagonist Therapeutics, Inc., a Delaware corporation (the Company), and the holders of the Common Stock listed on Schedule I attached hereto (the Stockholders), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,000,000 shares (the Shares) of Common Stock, par value $0.0001 per share (the Common Stock), beneficially owned by the Stockholders in consideration for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a Warrant) to purchase an aggregate of 1,000,000 shares of Common Stock (the Warrant Shares) on the terms specified below.

Exchange Agreement (December 26th, 2018)
Digital Power Corporation – Exchange Agreement (December 7th, 2018)

This EXCHANGE AGREEMENT (this "Agreement"), is dated as of February __, 2018, by and between DPW Holdings, Inc., a Delaware corporation (the "Company"), and Divine Capital Markets, LLC (the "Divine").

Endonovo Therapeutics, Inc. – Exchange Agreement (December 7th, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement") is as of November 30, 2018, by and among Endonovo Therapeutics, Inc. a Delaware corporation (the "Company"), and Eagle Equities, LLC (the "Holder").

GasLog Partners LP – Exchange Agreement (November 27th, 2018)

THIS EXCHANGE AGREEMENT (this Agreement), dated as of November 27, 2018, is entered into by and among GasLog Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the Partnership), GasLog Partners GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the General Partner), and GasLog Ltd., a Bermuda exempted company (GasLog).

Warrant Exercise and Exchange Agreement (November 26th, 2018)

This Warrant Exercise and Exchange Agreement (this "Agreement"), dated as of November __, 2018, is by and between DelMar Pharmaceuticals, Inc. (the "Company"), and the undersigned holder (the "Holder") of warrants to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), issued by the Company, which warrant is exercisable until September 22, 2022 at an exercise price (the "Exercise Price") of $1.25 per share (the "Warrant").

Arcimoto Inc – Exchange Agreement (November 21st, 2018)

THIS EXCHANGE AGREEMENT (this "Agreement") is entered into as of the 15th day of November, 2018 between Arcimoto, Inc., an Oregon corporation (the "Company"), and Mark D. Frohnmayer (the "Shareholder").

Bright Mountain Acquisition Corp – Exchange Agreement (November 13th, 2018)

THIS EXCHANGE AGREEMENT ("Agreement") is made and entered into this 7th day of November, 2018, by and between Bright Mountain Media, Inc., a Florida corporation with its principal place of business located at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487 ("Bright Mountain"), and W. Kip Speyer, an individual with his principal place of business located at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487 (the "Noteholder").

EVO Payments, Inc. – Amendment Number One to Exchange Agreement (November 8th, 2018)

AMENDMENT NUMBER ONE TO EXCHANGE AGREEMENT (this "Amendment"), dated as of November 5, 2018, by and among EVO Investco, LLC, a Delaware limited liability company (the "Company"), EVO Payments, Inc., a Delaware corporation ("Pubco"), the holders of Common Units in the Company and shares of Class C Common Stock or Class D Common Stock of Pubco, and the Call Option Holder, from time to time party hereto (each, a "Holder").

Drdgold Limited – EXCHANGE AGREEMENT (In Terms of Section 42 of the Income Tax Act) Between SIBANYE GOLD LIMITED and K2017449061 (SOUTH AFRICA) PROPRIETARY LIMITED (To Be Renamed WRTRP Proprietary Limited) and Including DRDGOLD LIMITED (October 31st, 2018)
Drdgold Limited – DRD EXCHANGE AGREEMENT (In Terms of Section 42 of the Income Tax Act) Between DRDGOLD LIMITED and SIBANYE GOLD LIMITED (October 31st, 2018)
Bridgewater Bancshares Inc – Exchange Agreement by and Between Bridgewater Bancshares, Inc. And Ejf Sidecar Fund, Series Llc - Series E Dated as of October 25, 2018 (October 26th, 2018)

This EXCHANGE AGREEMENT is made and entered into as of October 25, 2018 (this "Agreement") by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the "Company"), and EJF Sidecar Fund, Series LLC - Series E, a Delaware limited liability company (the "Investor").

Bridgewater Bancshares Inc – Exchange Agreement by and Between Bridgewater Bancshares, Inc. And Endeavour Regional Bank Opportunities Fund Ii Lp Dated as of October 25, 2018 (October 26th, 2018)

This EXCHANGE AGREEMENT is made and entered into as of October 25, 2018 (this "Agreement") by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the "Company"), and Endeavour Regional Bank Opportunities Fund II LP, a Delaware limited partnership (the "Investor").

Bridgewater Bancshares Inc – Exchange Agreement by and Between Bridgewater Bancshares, Inc. And Castle Creek Capital Partners V, Lp Dated as of October 25, 2018 (October 26th, 2018)

This EXCHANGE AGREEMENT is made and entered into as of October 25, 2018 (this "Agreement") by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the "Company"), and Castle Creek Capital Partners V, LP, a Delaware limited partnership (the "Investor").

Sport Endurance, Inc. – Exchange Agreement (October 25th, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement") is made as of the 22nd day of October 2018, by and between, Sport Endurance, Inc., a Nevada corporation (the "Company"), and the investor signatory hereto (the "Investor").

Strainwise, Inc. – Exchange Agreement (October 22nd, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of October ___, 2018, is entered into by and among STWC Holdings, Inc., a Colorado corporation (the "Company"), and Shawn Phillips, a resident of Colorado ("Phillips").

Exchange Agreement (October 17th, 2018)
Sysorex Global Holdings Corp. – Exchange Agreement (October 5th, 2018)

This Exchange Agreement (this "Agreement") is entered into as of October 5, 2018 by and between Chicago Venture Partners, L.P., a Utah limited partnership ("Lender"), and Inpixon, a Nevada corporation ("Borrower"). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

Kempharm, Inc – Exchange Agreement (October 5th, 2018)