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.

Vista Proppants & Logistics Inc. – Exchange Agreement (January 12th, 2018)

EXCHANGE AGREEMENT (this Agreement), dated as of [*], 2018, among Vista Proppants and Logistics Inc., a Delaware corporation, Vista Proppants and Logistics, 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.

Bacterin Intl Hldgs – RESTRUCTURING AND EXCHANGE AGREEMENT BY AND AMONG XTANT MEDICAL HOLDINGS, INC., ORBIMED ROYALTY OPPORTUNITIES II, LP, ROS ACQUISITION OFFSHORE LP, AND THE CONSENTING NOTEHOLDERS PARTIES HERETO Dated as of January 11, 2018 (January 12th, 2018)

This RESTRUCTURING AND EXCHANGE AGREEMENT, dated as of January 11, 2018 (this "Agreement"), by and among: (i) Xtant Medical Holdings, Inc. (the "Company"); (ii) OrbiMed Royalty Opportunities II, LP ("OrbiMed") and ROS Acquisition Offshore LP ("ROS" and, together with OrbiMed, the "Investors"); and (iii) the undersigned holders of Convertible Notes (as defined below) of the Company (each such holder, solely in its capacity as such a holder, a "Consenting Noteholder" and collectively the "Consenting Noteholders"). Each of the Company, the Investors and the Consenting Noteholders may hereinafter be referred to as a "Party" and collectively as the "Parties". Capitalized terms that are used and are not otherwise defined herein have the meanings given to them in Section 1.1.

Eternity Healthcare Inc. – Share Exchange Agreement (January 10th, 2018)

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 13th day of December, 2017, by and among Eternity Healthcare Inc., a Nevada corporation (the "Company"), Hong Kong Trillion Holdings Limited, a company organized under the laws of Hong Kong ("HK"), Guizho Tongren Healthy China Biotechnology Co. Ltd., a company organized under the laws of the Peoples' Republic of China ("Target") and the stockholders of Target who are signatories to this Agreement (the "Stockholders").

SHARE CONTRIBUTION & EXCHANGE AGREEMENT BY AND AMONG SKYLINE CORPORATION, AND CHAMPION ENTERPRISES HOLDINGS, LLC Dated as of January 5, 2018 (January 5th, 2018)

THIS SHARE CONTRIBUTION & EXCHANGE AGREEMENT is made and entered into as of January 5, 2018 (this Agreement), by and among Skyline Corporation, an Indiana corporation (Company), and Champion Enterprises Holdings, LLC, a Delaware limited liability company (Contributor). Company and Contributor are each a Party and referred to collectively herein as the Parties. Certain capitalized terms used in this Agreement are defined in Exhibit A.

AMEDICA Corp – Exchange Agreement (January 4th, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 3rd day of January, 2018 (the "Effective Date"), by and among Amedica Corporation, a Delaware corporation (the "Company"), and Anson Investments Master Fund LP (the "Holder").

AMEDICA Corp – Exchange Agreement (January 4th, 2018)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this 3rd day of January, 2018 (the "Effective Date"), by and among Amedica Corporation, a Delaware corporation (the "Company"), and MEF I, L.P. (the "Holder").

Broadleaf Capital Partners Inc. – Exchange Agreement (January 4th, 2018)

WHEREAS, the Investor has previously acquired from the Company, among other things, (i) such aggregate number of shares of Series A Preferred Stock, $0.01 par value, of the Company as set forth opposite the Investor's name on Schedule I attached hereto (the "Investor Series A Preferred Stock"), (ii) such aggregate number of shares of Series A-1 Preferred Stock, $0.01 par value of the Company as set forth opposite the Investor's name on Schedule I attached hereto (the "Investor Series A-1 Preferred Stock"), (iii) such aggregate number of shares of Series C Preferred Stock, $0.01 par value, of the Company as set forth opposite the Investor's name on Schedule I attached hereto (the "Investor Series C Preferred Stock"), (iv) warrants (the "Investor March Warrants") to acquire such aggregate number of shares of common stock, $0.001 par value, of the Company (the "Common Stock") as set forth opposite the Investor's name on Schedule I attached hereto, (v) warrants (the "Investor August Warran

Graphic Packaging Holding Co – EXCHANGE AGREEMENT Dated as of January 1, 2018 Among GRAPHIC PACKAGING HOLDING COMPANY, GPI HOLDING III, LLC INTERNATIONAL PAPER COMPANY, and GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC (January 2nd, 2018)

EXCHANGE AGREEMENT (this Agreement), dated as of January 1, 2018, by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the Company), Graphic Packaging Holding Company, a Delaware corporation (Parent), GPI Holding III, LLC, a Delaware limited liability company and wholly owned indirect Subsidiary of Parent (Gazelle Holdco), and International Paper Company, a New York corporation, as a holder of Common Units (as defined below) (Impala).

Delcath Systems – Exchange Agreement (December 29th, 2017)

This Exchange Agreement (the Agreement) is entered into as of the 28th day of December, 2017, by and between Delcath Systems, Inc., a Delaware corporation with offices located at 1633 Broadway, Suite 22C, New York, New York 10019 (the Company) and the investor signatory hereto (the Holder), with reference to the following facts:

Ems Find, Inc. – Exchange Agreement (December 29th, 2017)

This Exchange Agreement (this "Agreement") is entered into as of December 18, 2017, by and among Integrated Ventures, Inc. (f/k/a EMS Find, Inc.), a Nevada corporation (the "Company") and Global Opportunity Group LLC ("Investor").

Ems Find, Inc. – Exchange Agreement (December 28th, 2017)

This Exchange Agreement (this "Agreement") is entered into as of December 18, 2017, by and among Integrated Ventures, Inc. (f/k/a EMS Find, Inc.), a Nevada corporation (the "Company") and Global Opportunity Group LLC ("Investor").

Sysorex Global Holdings Corp. – Exchange Agreement (December 18th, 2017)

This Exchange Agreement (the "Agreement") is dated as of December 15, 2017 (the "Effective Date"), by and between Inpixon, Inc., a Nevada corporation (the "Company"), and the holder(s) identified on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

Digital Power Corporation – Exchange Agreement (December 8th, 2017)

THIS EXCHANGE AGREEMENT (this "Agreement") dated as of December 5, 2017, is made by and among DIGITAL POWER CORPORATION, a California corporation, having its principal place of business at 48430 Lakeview Boulevard, Fremont California 94538 ("DPC") and___________, an individual having an address at _____________________ (the "Noteholder").

Digital Power Corporation – Exchange Agreement (December 8th, 2017)

This EXCHANGE AGREEMENT (this "Agreement"), is dated as of December 5, 2017, by and between Digital Power Corporation, a California corporation (the "Company"), and WT Johnson & Sons (Huddersfield) Limited (the "Holder").

Share Acquisition and Exchange Agreement (December 6th, 2017)

This SHARE ACQUISITION AND EXCHANGE AGREEMENT ("Agreement") dated as of December 4, 2017, is between and among LIVING 3D HOLDINGS, INC. (the "Company"), a Nevada corporation having an office for the transaction of business at 10th Floor, Si Toi Commercial Building, 32 Queen Street, Sheung Wan, Hong Kong,, HONG KONG CRYPTOCURRENCY EXCHANGE LIMITED ("HKCCEX"), a corporation incorporated under the laws of Hong Kong SAR., having an office for the transaction of business at Room 1801, 18/F., Office Tower Two, Grand Plaza, 625 Nathan Road, Kowloon, Hong Kong, and the sole shareholder of HKCCEX listed on the signature page and Schedule A hereto, (the "HKCCEX Shareholder" ), having an address set forth on Schedule A hereto.

Double Eagle Acquisition Corp. – Exchange Agreement (December 5th, 2017)

This EXCHANGE AGREEMENT (this Agreement) dated as of November 29, 2017 is entered into by and among Williams Scotsman Holdings Corp., a Delaware corporation (Holdco), WillScot Corporation, a Delaware corporation (Parent), Algeco Scotsman Global S.a r.l., a Luxembourg societe a responsabilite limitee (Algeco Global), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (Algeco Holdings and together with Algeco Global, each an AS Holder and collectively, the AS Holders), and any Permitted Transferee who becomes party to this Agreement by executing a Joinder Agreement. Each of Holdco, Parent, Algeco Global and Algeco Holdings shall be referred to herein individually as a Party and collectively as the Parties.

Double Eagle Acquisition Corp. – Exchange Agreement (December 5th, 2017)

This EXCHANGE AGREEMENT (this Agreement) dated as of November 29, 2017 is entered into by and among Williams Scotsman Holdings Corp., a Delaware corporation (Holdco), WillScot Corporation, a Delaware corporation (Parent), Algeco Scotsman Global S.a r.l., a Luxembourg societe a responsabilite limitee (Algeco Global), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (Algeco Holdings and together with Algeco Global, each an AS Holder and collectively, the AS Holders), and any Permitted Transferee who becomes party to this Agreement by executing a Joinder Agreement. Each of Holdco, Parent, Algeco Global and Algeco Holdings shall be referred to herein individually as a Party and collectively as the Parties.

Exchange Agreement (December 1st, 2017)

THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of November 28, 2017, is made by and between Marathon Patent Group, Inc., a Nevada corporation (the "Company"), and the holder of the Warrant (as defined below) signatory hereto (the "Holder").

Orexigen Therapeutics – Orexigen Therapeutics, Inc. Exchange Agreement (December 1st, 2017)

[Name of Holder] (the "Holder") enters into this Exchange Agreement (the "Agreement") with Orexigen Therapeutics, Inc., a Delaware corporation (the "Company") as of the date first written above whereby the Holder will exchange (the "Exchange") the Outstanding Notes (as defined below) for shares of the Company's common stock, par value $0.001 (the "Common Stock").

Traqer Corp – Exchange Agreement (November 28th, 2017)

THIS EXCHANGE AGREEMENT (this "Agreement") is made this 27th day of November, 2017 by and among Traqer Corp., a Nevada corporation (herein after referred to as "Pubco") on one hand, and Donggao International Group Shares Limited, a Seychelles International Business Company (herein after referred to as the "Company") and the individual and entities listed in Schedule A hereof, being shareholders of all of the outstanding capital stock of the Company (each, a "Company Shareholder" and collectively, the "Company Shareholders"), on the other hand.

Exchange Agreement (November 21st, 2017)

INDENTURE, dated as of [], among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and [], as trustee (the Trustee) and as collateral agent.

Exchange Agreement (November 21st, 2017)

INDENTURE, dated as of [], among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and [], as trustee (the Trustee) and as collateral agent.

Premier Biomedical Inc – Exchange Agreement (November 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.

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)