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 (September 20th, 2018)

This Exchange Agreement (the "Agreement") is entered into as of the 17 day of September, 2018, by and between Precipio, Inc., a Delaware corporation, with offices located at 4 Science Park, 3rd Floor, New Haven, CT 06511 (the "Company") and the holders listed on the signature pages hereto (each "Holder", and collectively "Holders"), with reference to the following facts:

ImageWare Systems, Inc. – Exchange Agreement (September 13th, 2018)

This Exchange Agreement (this "Agreement") is dated as of September __, 2018 (the "Closing Date"), by and among ImageWare Systems, Inc., a Delaware corporation (the "Company"), and ________ ("______").

Exchange Agreement (September 13th, 2018)

THIS EXCHANGE AGREEMENT (this "Agreement") is entered into and effective as of September 7, 2018 (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".

Cherokee Inc. – Exchange Agreement (September 13th, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 3rd day of August, 2018, and is entered into by and between Cherokee Inc., a Delaware corporation (the "Company"), and each of the holders of a Participation (defined below) listed on Schedule I hereto (each, a "Purchaser").

Vapor Corp Nev – Exchange Agreement (August 21st, 2018)

EXCHANGE AGREEMENT (the "Agreement") is made as of the 17th day of August, 2018, by and between Healthier Choices Management Corp., a Delaware corporation (the "Company"), and the holder signatory to the signature page hereto (the "Holder").

EXCHANGE AGREEMENT BY AND AMONG LED LIGHTING COMPANY DATASIGHT, INC. AND CERTAIN OPTIONHOLDERS AND SHAREHOLDERS OF DATASIGHT, INC. Dated August 14, 2018 (August 21st, 2018)

This Exchange Agreement ("Agreement") is made and entered into as of August 14, 2018 by and among LED Lighting Company, a Delaware corporation ("LEDCO"), DataSight, Inc., a Nevada corporation ("DataSight"), and the shareholders and option holders of DataSight set forth on the signature pages to this Agreement (collectively, the "Sellers" and individually, a "Seller") with respect to the following facts:

Exchange Agreement (August 21st, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is made as of August [--], 2018 between Humilis Holdings Private Equity LP (the "Seller") and GlassBridge Enterprises, Inc., a Minnesota corporation (the "Buyer").

Mountain High Acquisitions Corp. – Exchange Agreement (August 21st, 2018)

This Exchange Agreement, dated as of August 18, 2018, (this "Agreement") by and among Mountain High Acquisitions Corp., a Colorado corporation ("MYHI"), on the one hand, and One Lab Co, ("Labco"), a Nevada Corporation and the Alchemy Capital, LLC (the "Shareholder"), on the other hand. For purposes of this Agreement, MYHI, Labco, and the Shareholder are sometimes collectively referred to as the "Parties" and individually as a "Party."

Nexxus Lighting Inc – Exchange Agreement (August 20th, 2018)
Avista Healthcare Public Acquisition Corp. – Exchange Agreement (August 17th, 2018)

This Exchange Agreement (this Agreement) is made as of August 17, 2018 by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the Company) and the lenders listed in Schedule A to this Agreement (each a Lender and, collectively, the Lenders). Capitalized terms used but otherwise undefined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

Avista Healthcare Public Acquisition Corp. – Exchange Agreement (August 17th, 2018)

This Exchange Agreement (this Agreement) is made as of August 17, 2018 by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the Company) and the lenders listed in Schedule A to this Agreement (each a Lender and, collectively, the Lenders). Capitalized terms used but otherwise undefined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

InfoSonics – Exchange Agreement (August 16th, 2018)

This Exchange Agreement (this "Agreement") is made and entered into as June 22, 2018, by and between the undersigned holder (the "Holder"), and Cool Holdings, Inc., a Maryland corporation (the "Company").

EVO Payments, Inc. – Exchange Agreement (August 10th, 2018)

EXCHANGE AGREEMENT (this "Agreement"), dated as of May 22, 2018, and to become effective as of the effectiveness of the LLC Agreement (as defined below), 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").

Golf Trust of America, Inc. – Exchange Agreement (August 1st, 2018)

1992 MSF International Ltd. (the "Holder") enters into this Exchange Agreement (the "Agreement") with Pernix Therapeutics Holdings, Inc. (the "Company") on August 1, 2018 whereby the Holder will exchange the principal amount of the Company's 12% Senior Secured Notes due 2020 (the "Existing Securities") set forth in Section 1.1 for shares of common stock of the Company (the "Common Stock") (the "Exchange").

Golf Trust of America, Inc. – Exchange Agreement (August 1st, 2018)

1992 Tactical Credit Master Fund, L.P. (the "Holder") enters into this Exchange Agreement (the "Agreement") with Pernix Therapeutics Holdings, Inc. (the "Company") on August 1, 2018 whereby the Holder will exchange the principal amount of the Company's 12% Senior Secured Notes due 2020 (the "Existing Securities") set forth in Section 1.1 for shares of common stock of the Company (the "Common Stock") (the "Exchange").

Golf Trust of America, Inc. – Exchange Agreement (August 1st, 2018)

Deerfield Partners, L.P. ("DP"), Deerfield Special Situations Fund, L.P. ("DSSF"), Deerfield Private Design International II, L.P. ("DPDI") and Deerfield Private Design Fund II, L.P. ("DPDF", together with DP, DSSF and DPDI, the "Holders" and each, a "Holder") enter into this Exchange Agreement (the "Agreement") with Pernix Therapeutics Holdings, Inc. (the "Company") on August 1, 2018 whereby the Holders will (a) exchange the principal amount of the Company's 12% Senior Secured Notes due 2020 (the "Existing Securities") set forth in Section 1.1 for shares of common stock of the Company (the "Common Stock") (such exchange transaction to be called the "Common Exchange") and (b) exchange the Existing Securities set forth in Section 1.1 for shares of perpetual convertible preferred stock of the Company as set forth in the articles supplementary establishing and fixing the preferences, rights and limitations of 0% Series C Perpetual Convertible Preferred Stock attached as Exhibit A to this

Exchange Agreement (July 26th, 2018)

Oasis Investments II Master Fund Ltd. (the "Holder") enters into this Exchange Agreement (the "Agreement") with JAKKS Pacific, Inc. (the "Company") on July 25, 2018 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 "2018 Exchange Notes").

Exchange Agreement (July 24th, 2018)

Exchange Agreement, dated as of July 23, 2018, by and between Rennova Health, Inc., a Delaware corporation ("Rennova"), and Alcimede LLC, a Delaware limited liability company ("Alcimede").

Aurora Creative Group – Exchange Agreement (July 24th, 2018)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of November 20, 2017, is entered into by and among AGRIBOTIX, LLC, a Colorado limited liability company (the "Agribotix"), and AGEAGLE AERIAL SYSTEMS INC., a Nevada corporation ("AgEagle"). Each of Agribotix and AgEagle is referred to herein as a "Party" and together as the "Parties."

Oncobiologics, Inc. – Exchange Agreement (July 19th, 2018)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of July 18, 2018, is entered into by and between Oncobiologics, Inc., a Delaware corporation (the "Company"), and GMS Tenshi Holdings Pte. Limited, a Singapore private limited company ("Investor").

Exchange Agreement (July 16th, 2018)

This EXCHANGE AGREEMENT (this Agreement), dated as of July 11, 2018 by and among Altimmune, Inc., a Delaware corporation with headquarters located at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878 (the Company), and the investor listed on the signature page attached hereto under the heading Holder (the Holder). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement or the Certificate of Designations (each as defined below), as applicable.

KSIX Media Holdings, Inc. – Exchange Agreement (July 10th, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2018 by and between Surge Holdings, Inc. (the "Company") and Kevin Brian Cox ("COX"). The Company and COX are hereinafter sometimes referred to individually as a "Party" or collectively as the "Parties".

KSIX Media Holdings, Inc. – Exchange Agreement (July 10th, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2018 by and between Surge Holdings, Inc. (the "Company") and Thirteen Nevada LLC ("13"). The Company and 13 are hereinafter sometimes referred to individually as a "Party" or collectively as the "Parties".

Bionik Laboratories Corp. – Exchange Agreement (July 5th, 2018)

THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of the 28th day of June, 2018 (the "Effective Date"), by and between Bionik Laboratories Corp., a Delaware corporation (the "Company"), and RGD Investissements S.A.S (the "Holder").

Arkadia International – Exchange Agreement (June 29th, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is dated as of May 11, 2018, between Caesar Capital Group, LLC ("Caesar"), Joseph W and Patricia G Abrams Family Trust dtd 3/95 ("Abrams"), and Freedom Leaf Inc. ("FRLF").

Exchange Agreement (June 25th, 2018)

EXCHANGE AGREEMENT (the Agreement), dated as of June 22, 2018 by and among Altimmune, Inc., a Delaware corporation, with headquarters located at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878 (the Company), the investor listed on the signature page attached hereto under the heading Holder (the Holder) and the investor listed on the signature page attached hereto under the heading Transferee Holder (the Transferee Holder). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement or the Existing Certificate of Designations (each as defined below), as applicable.

Exchange Agreement (June 25th, 2018)

EXCHANGE AGREEMENT (the Agreement), dated as of June 22, 2018 by and among Altimmune, Inc., a Delaware corporation, with headquarters located at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878 (the Company), the investor listed on the signature page attached hereto under the heading Holder (the Holder). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement or the Existing Certificate of Designations (each as defined below), as applicable.

National Energy Services Reunited Corp. – Shares Purchase Exchange Agreement (June 12th, 2018)
Cortex Pharmaceuticals – Exchange Agreement (June 6th, 2018)

______________________ (the "Holder) enters into this Agreement (the "Agreement") with RespireRx Pharmaceuticals Inc., a Delaware corporation (the "Company") on ________, whereby Holder will exchange Holder's 10% Convertible Note ("Note") for shares of common stock of the Company (the "Exchange").

Workhorse Group Inc. – Exchange Agreement (June 4th, 2018)

This Exchange Agreement (the "Agreement") is dated as of June 4, 2018 (the "Effective Date"), by and between Workhorse Group Inc., a Nevada corporation (the "Company"), and the holder(s) identified on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

Exchange Agreement (June 1st, 2018)
Sport Endurance, Inc. – Exchange Agreement (June 1st, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement") is made as of the 31st day of May 2018, by and between, Sport Endurance, Inc., a Nevada corporation (the "Company"), and the investor signatory hereto (the "Investor").

Exchange Agreement (May 31st, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of May 24, 2018, is made by and between Towerstream Corporation, a Delaware corporation ("Company"), and the holder of Warrants (as defined herein) signatory hereto (the "Holder").

GreenSky, Inc. – Exchange Agreement (May 29th, 2018)

EXCHANGE AGREEMENT (this "Agreement"), dated as of May 23, 2018, among GreenSky Holdings, LLC, a Georgia limited liability company (the "Company"), GreenSky, Inc., a Delaware corporation ("GreenSky"), and the Members (as defined herein) from time to time party hereto.

American Liberty Petroleum Corp. – Exchange Agreement (May 25th, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is made effective as of May 25, 2018 (the "Execution Date") by and among Avant Diagnostics, Inc., a Nevada corporation (the "Company") and _______________ (the "Investor").