Exchange Agreement Sample Contracts

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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.

Form of Exchange Agreement (November 17th, 2017)

The undersigned investor (the Investor), for itself and on behalf of the beneficial owners listed on Exhibit A.1 hereto (Accounts) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging notes, an Exchanging Investor) hereby agrees to exchange, with Array BioPharma Inc. (the Company) 3.00% Convertible Senior Notes due 2020, CUSIP 04269X AA3 (the Old Notes) it beneficially owns for 2.625% Convertible Senior Notes due 2024 (the 2024 Notes) and shares of the Companys Common Stock, par value $0.001 per share (the Exchange Shares) in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement. No cash will be paid to any Exchanging Investor in respect of any accrued and unpaid interest on the Old Notes; provided that, with respect to all Old Notes exchanged pursuant to this Exchange Agreement, the Company shall make its regularly scheduled interest payment on December 1, 2017 pursuant to the

National Energy Services Reunited Corp. – Shares Exchange Agreement (November 16th, 2017)

This Shares Exchange Agreement ("Agreement") is entered into on November 12, 2017 ("Effective Date") between NESR Holdings, a corporation formed under the laws of the British Virgin Islands ("NESRH") and National Energy Services Reunited Corp, a company incorporated in the British Virgin Islands with its registered address at 171 Main Street, Road Town, Tortola, VB1110, British Virgin Islands ("NESR Corp") (each of NESRH and NESR Corp to be referenced hereafter as "Party" or collectively as "Parties")

Delcath Systems – Exchange Agreement (November 16th, 2017)

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the Securities Purchase Agreement), pursuant to which the Investor and such other buyers acquired (i) certain senior secured convertible notes (the Notes), convertible into shares of the Companys common stock, par value $0.01 per share (the Common Stock) and (ii) warrants to acquire shares of the Common Stock. Capitalized terms not defined herein shall have the meaning as set forth in the Notes.

Exchange Agreement (November 8th, 2017)

Oasis Investments II Master Fund Ltd. (the "Holder") enters into this Exchange Agreement (the "Agreement") with JAKKS Pacific, Inc. (the "Company") on November 7, 2017 whereby the Holder will exchange (the "Exchange") the Company's existing 4.25% Convertible Senior Notes due 2018 (the "Existing Notes") for the Company's new Convertible Senior Notes in the form attached hereto as Exhibit A (the "New Notes").

Telik, Inc. – Exchange Agreement (October 19th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement"), effective as October ____, 2017, is made by and between MabVax Therapeutics Holdings, Inc., a Delaware corporation ("Company"), and the holder of Exchange Securities (as defined herein) signatory hereto (the "Holder").

Equity Bancshares Inc – Exchange Agreement (October 10th, 2017)

This EXCHANGE AGREEMENT is made and entered into as of October 4, 2017 (this Agreement) by and between Equity Bancshares, Inc., a Kansas corporation (the Company), and Endicott Opportunity Partners III, L.P., a Delaware limited partnership (the Investor).

U.S. Energy Corp. – Exchange Agreement (October 5th, 2017)

This Exchange Agreement (this "Agreement") is made and entered into on September 28, 2017, by and between U.S. Energy Corp., a Wyoming corporation (the "Company"), Energy One LLC, a Wyoming limited liability company (the "Borrower") and APEG Energy II, L.P. (the "Holder"), the sole Lender and the Administrative Agent under the Credit Agreement dated as of July 30, 2010, as amended (the "Credit Facility"). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Credit Facility.

Exchange Agreement (October 4th, 2017)

THIS EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of September 29, 2017, by and among ATRM Holdings, Inc., a Minnesota corporation (the "Company"), Lone Star Value Investors, LP, a Delaware limited partnership ("LSVI"), and Lone Star Value Co-Invest I, LP, a Delaware limited partnership ("LSV Co-Invest I", and together with LSVI, the "Holders").

Exchange Agreement (October 2nd, 2017)

[ ] (the Investor) enters into this Exchange Agreement (this Agreement) with MannKind Corporation (the Company) on September 29, 2017 whereby the Investor will exchange (the Exchange) all of the Companys Series A Common Stock Purchase Warrants and Series B Common Stock Purchase Warrants (the Warrants) owned by the Investor for a specified number of shares of the Companys common stock, par value $0.01 per share (the Common Stock).

CLS Holdings USA, Inc. – Exchange Agreement (September 26th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement") is made this 20th day of September, 2017 by and between CLS Holdings USA, Inc., a Nevada corporation ("CLSH") and StarForce Media, Inc., a Florida corporation (the "Purchaser") with respect to an aggregate of 1,500,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock") of CLSH issued in accordance with this Agreement.

American Liberty Petroleum Corp. – Exchange Agreement (September 26th, 2017)

This EXCHANGE AGREEMENT (this "Agreement") is made effective as of July 14, 2017 (the "Execution Date") by and among Avant Diagnostics, Inc., a Nevada corporation (the "Company") and Coastal Investment Partners LLC (the "Investor").

ImmunoGen, Inc. – Exchange Agreement (September 26th, 2017)
American Liberty Petroleum Corp. – Exchange Agreement (September 26th, 2017)

This EXCHANGE AGREEMENT (this "Agreement") is made effective as of July 28, 2017 (the "Execution Date") by and among Avant Diagnostics, Inc., a Nevada corporation (the "Company") and ____________ (the "Investor").

CLS Holdings USA, Inc. – Exchange Agreement (September 26th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement") is made this 25th day of September, 2017 by and between CLS Holdings USA, Inc., a Nevada corporation ("CLSH") and Andrew J. Glashow (the "Representative") as the representative and nominee for that certain person or persons (the "Buyers") named in that certain Escrow Agreement between Andrew J. Glashow and the escrow agent named therein of even date herewith (the "Escrow Agreement") with respect to an aggregate of 4,500,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock") of CLSH issued in accordance with this Agreement.

ImageWare Systems, Inc. – Exchange Agreement (September 19th, 2017)

This Exchange Agreement (this "Agreement") is dated as of September __, 2017, by and among ImageWare Systems, Inc., a Delaware corporation (the "Company"), and each of the signatories to this Agreement (each, a "Stockholder").

OptiNose, Inc. – Exchange Agreement (September 18th, 2017)

This EXCHANGE AGREEMENT (this Agreement) is entered into as of the later of the 7th day of June 2010, and the date the last signature is executed on the signature pages hereto, by and among:

Immunomedics, Inc. – Form of Exchange Agreement (September 15th, 2017)
Carlyle Group L.P. – Amendment No. 2 to Exchange Agreement (September 13th, 2017)

This AMENDMENT NO. 2 TO EXCHANGE AGREEMENT, dated as of September 13, 2017 (this Amendment), is made by and among Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (collectively, the Carlyle Holdings Partnerships). Capitalized terms used but not defined herein have the meanings ascribed to them in the Exchange Agreement (as defined below).

Neurokine Pharmaceuticals Inc. – Exchange Agreement (September 13th, 2017)

THIS EXCHANGE AGREEMENT (this "Agreement") is made as of September 11, 2017, by and among PIVOT PHARMACEUTICALS INC., a British Columbia Corporation ("PIVOT"), INDUS PHARMACEUTICALS, INC., a Delaware General Business Corporation ("INDUS" or the "COMPANY") and PRAVIN CHATURVEDI ("CHATURVEDI"). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE X.

Exchange Agreement (September 1st, 2017)

WHEREAS, on July 16, 2017, pursuant to that certain Securities Purchase Agreement, by and among the Company and the investors signatory thereto, dated as of July 16, 2017 (the "Purchase Agreement"), the Company issued to the Investor (i) an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to $______ (the "July Debenture") (ii) an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to $________, in exchange for an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to $________ originally issued on June 22, 2017 (the "June I Debenture") and (iii) an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to $________, in exchange for an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to $________ originally issued on June 2, 2017 (the "June II Debenture" and collectively with the July Debenture and the June

Premier Biomedical Inc – Exchange Agreement (August 21st, 2017)

This Exchange Agreement (this "Agreement") is entered into on August 8, 2017 by and between Premier Biomedical, Inc., a Nevada corporation (the "Company") and [*] (the "Shareholder"). Any capitalized terms not defined herein shall have the meaning given to such term in the Securities Purchase Agreement.

Exchange Agreement (August 16th, 2017)

This Agreement (this Agreement) is entered into as of August 10, 2017, by and among Resource Capital Corp., a Maryland corporation (the Company), and the entities set forth on Exhibit A hereto (each a Holder and collectively, the Holders), as the lawful owners of a collective $5,438,000.00 in principal amount (the 6.00% Old Notes) of the Companys 6.00% Convertible Senior Notes due 2018 (the 6.00% Notes) and $16,723,000.00 in principal amount (the 8.00% Old Notes, together with the 6.00% Old Notes, the Old Notes) of the Companys 8.00% Convertible Senior Notes due 2020 (together with the 6.00% Notes, the Outstanding Notes). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Outstanding Notes.

Chanticleer Holdings – Exchange Agreement (August 14th, 2017)

This Exchange Agreement (the "Agreement") is entered into as of the 10th of March, 2017, by and among Chanticleer Holdings, Inc., a Delaware corporation with offices located at 7621 Little Avenue, Suite 414, Charlotte, North Carolina 28226 (the "Company"), and the investor signatory hereto (the "Investor"), with reference to the following facts:

Form of Exchange Agreement (August 10th, 2017)

THIS EXCHANGE AGREEMENT (the Agreement) is made as of the 10th day of August 2017, by and between InVivo Therapeutics Holdings Corp., a Nevada corporation (the Company), and the holder signatory hereto (the Holder).

Exchange Agreement (August 9th, 2017)

THIS EXCHANGE AGREEMENT (the Agreement), dated as of August 7, 2017, is made by and between Marathon Patent Group, Inc., a Nevada corporation (the Company), and the holder of the Note (as defined below) signatory hereto (the Holder).

Exchange Agreement (August 8th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 27th day of July 2017, by and among InterCloud Systems, Inc. a Delaware corporation (the "Company") and the parties listed below (each a "Holder").

Warp 9 Inc – Exchange Agreement (August 2nd, 2017)

THIS EXCHANGE AGREEMENT ("Agreement") is entered into as of July 31, 2017, by and between CloudCommerce, Inc., a Nevada corporation (the "Company"), and Bountiful Capital, LLC, a Nevada limited liability company, (the "Investor"), with respect to the following facts:

Digital Power Corporation – Exchange Agreement (July 31st, 2017)

This EXCHANGE AGREEMENT (this "Agreement"), is dated as of July 28, 2017, by and between Digital Power Corporation, a California corporation (the "Company"), and [*] (the "Holder").

Neurometrix – Exchange Agreement (July 11th, 2017)

This EXCHANGE AGREEMENT (the "Agreement") is made as of the 10th day of July 2017, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and the investor signatory hereto (the "Investor").

Access Integrated Technologies – Exchange Agreement (July 11th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated July 10, 2017, by and between Cinedigm Corp., a Delaware corporation (the "Company") and the holders referred to on Schedule A (the "Holders" and each, a "Holder").

EpiCept Corporation – Exchange Agreement (July 10th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 7th day of July, 2017 (the "Effective Date"), by and among Immune Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and MEF I, L.P. (the "Holder").

Bear Newco, Inc. – EXCHANGE AGREEMENT Dated as of July 3, 2017 Between GENERAL ELECTRIC COMPANY, BAKER HUGHES, a GE COMPANY, and BAKER HUGHES, a GE COMPANY, LLC (July 3rd, 2017)

EXCHANGE AGREEMENT (this Agreement), dated as of July 3, 2017, by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), and General Electric Company, a New York corporation (GE).

EXCHANGE AGREEMENT Dated as of July 3, 2017 Between GENERAL ELECTRIC COMPANY, BAKER HUGHES, a GE COMPANY, and BAKER HUGHES, a GE COMPANY, LLC (July 3rd, 2017)

EXCHANGE AGREEMENT (this Agreement), dated as of July 3, 2017, by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), and General Electric Company, a New York corporation (GE).

Delcath Systems – Exchange Agreement (July 3rd, 2017)

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the Securities Purchase Agreement), pursuant to which the Investor and such other buyers acquired (i) certain senior secured convertible notes (the Notes), convertible into shares of the Companys common stock, par value $0.01 per share (the Common Stock) and (ii) warrants to acquire shares of the Common Stock. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement.

Exchange Agreement (June 30th, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of June 29, 2017, is made by and between Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation ("Company"), and the holders of certain 4% Promissory Notes of the Company, dated April 12, 2017 ( the "Note") and common stock purchase warrants, dated as of April 12, 2017 (the "Warrants"), held by the parties signatory hereto (the "Holders").