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.

Cancellation and Exchange Agreement (April 20th, 2018)

THIS CANCELLATION AND EXCHANGE AGREEMENT (this "Agreement"), is entered into effective as of April 20, 2018, among FC Global Realty Incorporated, a Nevada corporation (the "Company"), and Opportunity Fund I-SS, LLC, a Delaware limited liability company (the "Investor"). The Company and the Investor are collectively referred to in this Agreement as the "Parties," and each a "Party."

Castor Maritime Inc. – Exchange Agreement (April 11th, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is entered into as of September 22, 2017, by and among Castor Maritime Inc., a Marshall Islands corporation (the "Company"), Spetses Shipping Co., a Marshall Islands corporation ("Spetses") and the shareholders of Spetses Shipping Co. listed on Schedules A.1-A.3 hereto (the "Shareholders"). The foregoing shall be referred to individually as a "Party" and collectively as the "Parties."

Metastat Inc – Exchange Agreement (April 5th, 2018)

This EXCHANGE AGREEMENT (this "Agreement") is made effective as of March 30, 2018 (the "Execution Date") by and among MetaStat, Inc., a Nevada corporation (the "Company") and [___________] (the "Investor").

Editworks – Exchange Agreement (April 5th, 2018)

EXCHANGE AGREEMENT, dated as of the 29th day of March, 2018, by and between Yosen Group, Inc., a Nevada corporation ("Yosen") and Zhenggang Wang, a resident of the People's Republic of China ("Wang").

Medefile International, Inc. – Exchange Agreement (April 3rd, 2018)

This Exchange Agreement (this "Agreement") dated this 30th day of March, 2018, by and among Hash Labs Inc., a Nevada corporation (the "Company") and Lyle Hauser, an individual (the "Holder").

Medefile International, Inc. – Exchange Agreement (April 3rd, 2018)

This Exchange Agreement (this "Agreement") dated this 30th day of March, 2018, by and among Hash Labs Inc., a Nevada corporation (the "Company") and The Vantage Group Ltd., a Delaware corporation (the "Holder").

Bionik Laboratories Corp. – Exchange Agreement (April 3rd, 2018)

THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of the 30th day of March, 2018 (the "Effective Date"), by and between Bionik Laboratories Corp., a Delaware corporation (the "Company"), and RGD Investissements S.A.S (the "Holder").

Aurora Creative Group – Additional Issuance and Exchange Agreement (March 29th, 2018)

This Additional Issuance and Exchange Agreement (this "Agreement"), dated as of March 26, 2018, is made pursuant to that certain Securities Purchase Agreement, dated as of March 11, 2015, as amended (the "Purchase Agreement"), by and between EnerJex Resources, Inc. (the "Company") and Alpha Capital Anstalt (the "Purchaser") for:

Us Lbm Holdings, Inc. – Form of Exchange Agreement (March 22nd, 2018)

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [ ], 2018, is made by and among US LBM Holdings, Inc., a Delaware corporation (IPOco), LBM Midco, LLC, a Delaware limited liability company (US LBM LLC), and the holders of Units (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time party hereto (each, a Holder).

Lough Denver – Exchange Agreement (March 19th, 2018)

This EXCHANGE AGREEMENT (the "Agreement"), dated as of [__], 2018, is made by and between PolarityTE, Inc., a Delaware corporation ("Company"), and the holder of securities of the Company signatory hereto ("Holder").

Sphere 3D Corp – Exchange Agreement (March 19th, 2018)

This Exchange Agreement (the Agreement) is entered into as of the 16th day of March, 2018, by and between SPHERE 3D CORP., an Ontario corporation with offices located at 125 South Market Street, San Jose, California 95113 (the Company) and the investor signatory hereto (the Holder), with reference to the following facts:

Tomichi Creek Outfitters – SHARE ACQUISITION AND EXCHANGE AGREEMENT Dated March 13, 2018 by and Among Grasshopper Staffing, Inc. IndeLiving Holdings, Inc. And the Shareholders of IndeLiving Holdings, Inc. (March 15th, 2018)

This Share Acquisition and Exchange Agreement (Agreement) dated March 13, 2018, is between and among Grasshopper Staffing, Inc. (Grasshopper), a corporation organized under the laws of the State of Nevada having an office for the transaction of business at 200 S. Victoria Avenue, Pueblo, Co 81003, IndeLiving Holdings, Inc. (IndeLiving), a corporation organized under the laws of the State of Florida having an office for the transaction of business at 3847 River Vista Way Louisville, TN 37777, and the shareholders of IndeLiving listed on the signature pages and Exhibit A hereto, constituting all of the shareholders of IndeLiving (collectively, the Shareholders and individually a Shareholder), each having an address set forth on Exhibit A hereto.

Bionik Laboratories Corp. – Exchange Agreement (March 14th, 2018)

THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of the 12th day of March, 2018 (the "Effective Date"), by and between Bionik Laboratories Corp., a Delaware corporation (the "Company"), and RGD Investissements S.A.S (the "Holder").

Exchange Agreement (March 12th, 2018)

This EXCHANGE AGREEMENT (this Agreement) dated as of March 12, 2018, is by and among MannKind Corporation, a Delaware corporation (the Borrower), MannKind LLC, a Delaware limited liability company (the Guarantor, and together with the Borrower collectively, the Obligors), Deerfield Private Design Fund II, L.P. (DPDF) and Deerfield Private Design International II, L.P. (DPDI and, together with DPDF, the Purchasers). Capitalized terms used herein which are defined in the Facility Agreement (as defined below), unless otherwise defined herein, shall have the meanings ascribed to them in the Facility Agreement.

Royale Energy Holdings, Inc. – PREFERRED EXCHANGE AGREEMENT BY AND AMONG ROYALE ENERGY HOLDINGS, INC. ROYALE ENERGY, INC. AND THE HOLDERS OF THE PREFERRED LIMITED PARTNERSHIP INTERESTS OF OF MATRIX INVESTMENTS, L.P. February 28, 2018 (March 12th, 2018)

This PREFERRED EXCHANGE AGREEMENT (this "Agreement") made effective as of February 28, 2018, by and among ROYALE ENERGY, INC., a California corporation ("Royale"), ROYALE ENERGY HOLDINGS, INC., a Delaware corporation (the "Parent"), and EACH OF THE UNDERSIGNED PERSONS (the "Holders"), who, collectively, are all of the Class B Limited Partners, Class C Limited Partners and Class D Limited Partners of Matrix Investments, L.P., a California Limited Partnership (the "Partnership"). Defined terms used herein have the respective meanings set forth in ARTICLE I.

Neurokine Pharmaceuticals Inc. – Exchange Agreement (March 12th, 2018)

THRUDERMIC LLC, a limited liability company incorporated pursuant to the laws of North Carolina and having an address at 4843 Gate Post Lane, Wilmington, NC 28412

Neurokine Pharmaceuticals Inc. – Exchange Agreement (March 12th, 2018)

ERS HOLDINGS, LLC, a limited liability company incorporated pursuant to the laws of California and having an address at 11138 Del Amo Blvd #129, Lakewood, CA 90715

Exchange Agreement (March 9th, 2018)

This Exchange Agreement and the Terms and Conditions for Exchange of Securities, dated March 8, 2018, attached hereto as Exhibit A (the "Terms and Conditions" and, together with this Exchange Agreement, this "Agreement") is made as of the date hereof between the Company and the Investor.

Exchange Agreement (March 7th, 2018)

This EXCHANGE AGREEMENT (the "Agreement"), dated as of [__], 2018, is made by and between PolarityTE, Inc., a Delaware corporation ("Company"), and the holder of securities of the Company signatory hereto ("Holder").

Spotify Technology S.A. – Exchange Agreement (February 28th, 2018)
Spotify Technology S.A. – Exchange Agreement (February 28th, 2018)
Spotify Technology S.A. – Exchange Agreement (February 28th, 2018)
Exchange Agreement (February 28th, 2018)

This EXCHANGE AGREEMENT (the "Agreement") is entered into February 26, 2018, by and among One Horizon Group, Inc., a Delaware corporation ("OHGI"), C-Rod, Inc., a Florida corporation (the "Company"), which includes any and all business conducted under the trade names Mues Media and/or Velveteen Entertainment, Christopher Robin Rodriguez (hereinafter, "Rodriguez") and Patricia Nieto Rodriguez (hereinafter, "Nieto"), the stockholders of the Company (together, the "Stockholders"), upon the following premises:

Exchange Agreement (February 27th, 2018)

This letter agreement ("Agreement") sets forth the terms and conditions upon which Bill Barrett Corporation, a Delaware corporation (the "Company"), will issue the number of shares (the "Shares") of Company's Common Stock, par value $0.001 per share ("Common Stock"), indicated on the signature page hereof to each holder indicated on the signature page hereof (each, a "Holder"), in exchange for the aggregate principal amount of the Company's debt securities, including all related guarantees (the "Exchanged Notes") identified on the signature page hereof.

Exchange Agreement (February 23rd, 2018)

[], a [ ] (the Holder) enters into this Exchange Agreement (the Agreement) with Iconix Brand Group, Inc., a Delaware corporation (the Company), on February [], 2018, whereby the Holder will exchange (the Exchange) the Companys 1.50% Convertible Senior Subordinated Notes due 2018 (CUSIP No.: 451055 AC1) (the 2018 Notes) for the Companys 5.75% Convertible Senior Secured Second Lien Notes due 2023 (CUSIP No.: 451055 AG2) having such terms as set forth in the Indenture (as defined herein) (the 2023 Notes) at an exchange ratio of $1,000 principal amount of 2023 Notes for each $1,000 principal amount of 2018 Notes, and a cash payment.

Northern Oil & Gas Inc – Exchange Agreement (February 23rd, 2018)

This EXCHANGE AGREEMENT (this "Agreement"), is made and entered into as of January 31, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the "Company"), and each of the holders listed on Schedule A attached hereto (collectively, the "Noteholders" and each, a "Noteholder"). Capitalized terms not defined herein shall have the meaning assigned to them in the Second Lien Notes term sheet set forth on Exhibit A attached hereto (the "Term Sheet").

IBEX Holdings Ltd – Share Transfer and Exchange Agreement (February 23rd, 2018)
IBEX Holdings Ltd – Share Transfer and Exchange Agreement (February 23rd, 2018)
Membership Interest Exchange Agreement (February 22nd, 2018)

This MEMBERSHIP INTEREST EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of February 15, 2018 (the Effective Date) by and among Fintech Holdings, LLC, an Oregon limited liability company ("Fintech") and Genesis Financial, Inc., a Wyoming corporation (the Genesis). Fintech and Genesis are collectively referred to as the Parties and individually, are referred to as a Party.

Hamilton Lane INC – AMENDMENT No. 1 TO THE EXCHANGE AGREEMENT (February 9th, 2018)

This AMENDMENT No. 1 TO THE EXCHANGE AGREEMENT is entered into as of February 6, 2018 among Hamilton Lane Incorporated (the "Corporation"), Hamilton Lane Advisors, Inc., Hamilton Lane Advisors, L.L.C. (the "Company"), HL Management Investors, LLC, HLA Investments, LLC and Mario L. Giannini. Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in that certain Exchange Agreement as of March 6, 2017, by and among the Corporation, Hamilton Lane Advisors, Inc., the Company, Hamilton Lane Advisors, L.L.C., HL Management Investors, LLC, HLA Investments, LLC and the other persons and entities party thereto (the "Exchange Agreement").

SAILFISH ENERGY HOLDINGS Corp – Exchange Agreement (February 9th, 2018)
PowerMedChairs – Exchange Agreement (February 2nd, 2018)

THIS EXCHANGE AGREEMENT (this Agreement) is entered into as of February 1, 2018, by and among Holly Brothers Pictures, Inc., a Nevada corporation (the Company), PBC Group, LLC and Black Car, Inc. (collectively, the Members), and Power Blockchain LLC (Power Blockchain), each a Party and collectively the Parties, upon the following premises:

Spotify Technology S.A. – Exchange Agreement (January 31st, 2018)
Spotify Technology S.A. – Exchange Agreement (January 31st, 2018)
Exchange Agreement (January 24th, 2018)

This EXCHANGE AGREEMENT (the "Agreement") is entered into January 18, 2018, by and among One Horizon Group, Inc., a Delaware corporation ("OHGI"), ONCE IN A LIFETIME LLC, a Florida limited liability company d/b/a 123Wish ("Company"), Andrew Resnick ("Resnick") and Natalia Diaz Weissman1 ("Diaz"), managing members of the Company ("Managing Members"), and the other members of the Company who are signatories hereto (together with the Managing Members, the "Members"), upon the following premises: