Exchange Agreement Sample Contracts

Fuelcell Energy Inc – 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:

One Horizon Group, Inc. – One Horizon Group Announces Signing of Exchange Agreement to Acquire Majority Interest in MAHAM MAHAM is a unique yoga concept attracting celebrities, models and wellness seekers MAHAM to launch streaming fitness classes on-demand and live from Miami Beach Acquisition expands social media reach; leverages 123Wish Platform Technology (February 21st, 2019)

MIAMI – February 21, 2019 – One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has entered into an Exchange Agreement with the members of MAHAM LLC, an innovative, technology-driven yoga studio concept (see http://mahamstudio.com/ ), to acquire a majority interest (51%) in MAHAM. The transaction is subject to approval by the majority of the shareholders of One Horizon.

One Horizon Group, Inc. – EXCHANGE AGREEMENT Dated as of February 20, 2019 (February 21st, 2019)

This Exchange Agreement, (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and among (i) One Horizon Group, Inc., a Delaware corporation (“OHGI”); (ii) MAHAM LLC, a Florida limited liability company (“Company”), (iii) all of the members of the Company (“Members”); and Skylar Hauswirth as the representative of the Members (the “Members’ Representative”). Each of OHGI, the Company, each Member and the Members’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”

DPW Holdings, Inc. – 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 Labs, Inc. – 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”).

Greater Cannabis Company, Inc. – EXCHANGE AGREEMENT (February 15th, 2019)

This Exchange Agreement (this “Agreement”) is entered into as of February 14, 2019, by and among The Greater Cannabis Company, Inc., a Florida corporation (the “Company”) and Emet Capital Partners LLC (“Investor”).

Alight Inc. / DE – EXCHANGE AGREEMENT (February 14th, 2019)

EXCHANGE AGREEMENT (this “Agreement”), dated as of [    ], 2019, among Alight Inc., a Delaware corporation, Tempo Holding Company, 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.

Cibus Global, Ltd. – Warrant Transfer and Exchange Agreement By and Between Cibus Global, Ltd., The Persons and Entities Named herein as Sellers and Rory Riggs, as the Seller Representative Dated as of December 31, 2014 (February 11th, 2019)

This WARRANT TRANSFER AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014 (the “Effective Date”), by and among Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (“Cibus”),  each of the Investors (as defined below) who become a party hereto as a “Seller” pursuant to Section 1.3 hereof (each, a “Seller” and collectively, the “Sellers”), and Rory Riggs, an individual, as the representative of the Sellers (the “Seller Representative”).  Defined terms used herein and not otherwise defined shall have the meaning set forth in Section 10.1 hereof.

Amicus Therapeutics, Inc. – 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”.

Aytu Bioscience, Inc – EXCHANGE AGREEMENT (February 7th, 2019)

THIS EXCHANGE AGREEMENT (this “Agreement”) is dated as of February 5, 2019, by and between Aytu BioScience, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Holder”).

Inpixon – 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:

Ultra Petroleum Corp – EXCHANGE AGREEMENT (January 25th, 2019)

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2019 by and among Ultra Resources, Inc., a Delaware corporation (the “Issuer”), the Obligors (as defined herein) and the holders of the Old Notes (as defined herein) named in Schedule I hereto (each, a “Holder” and, collectively, the “Holders”) of the Issuer’s 6.875% Senior Notes due 2022 (“Old Notes” and, collectively, the “Old Notes”), which were issued pursuant to the Indenture, dated as of April 12, 2017 (the “Old Indenture”), among the Issuer, Ultra Petroleum Corp., a company incorporated under the laws of the territory of Yukon, Canada (the “Company”), the subsidiary guarantors party thereto (the “Guarantors” and together with the Company and the Issuer, the “Obligors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Old Notes Trustee”).

Ultra Petroleum Corp – EXCHANGE AGREEMENT (January 25th, 2019)

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 22, 2019 by and among Ultra Resources, Inc., a Delaware corporation (the “Issuer”), the Obligors (as defined herein) and the holders of the Old Notes (as defined herein) named in Schedule I hereto (each, a “Holder” and, collectively, the “Holders”) of the Issuer’s 6.875% Senior Notes due 2022 (“Old Notes” and, collectively, the “Old Notes”), which were issued pursuant to the Indenture, dated as of April 12, 2017 (the “Old Indenture”), among the Issuer, Ultra Petroleum Corp., a company incorporated under the laws of the territory of Yukon, Canada (the “Company”), the subsidiary guarantors party thereto (the “Guarantors” and together with the Company and the Issuer, the “Obligors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Old Notes Trustee”).

DPW Holdings, Inc. – 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.

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.

Hash Labs 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”).

Hash Labs 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 Lyle Hauser, an individual (the “Holder”).

Exactus, Inc. – EXCHANGE AGREEMENT (January 14th, 2019)

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of __________ ___, 20___, is made by and between Exactus, Inc., a Nevada corporation (the “Company”), and the holder of the Note (as defined below) signatory hereto (the “Holder”).

Notis Global, Inc. – 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, Inc. – 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.

Ultra Petroleum Corp – EXCHANGE AGREEMENT (December 26th, 2018)

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2018 by and among Ultra Resources, Inc., a Delaware corporation (the “Issuer”), the Obligors (as defined herein) and the holders, or investment advisors for the account of holders of the Old Notes (as defined below), named in Schedule I hereto (each, a “Holder” and, collectively, the “Holders”) of the Issuer’s (i) 6.875% Senior Notes due 2022 (the “2022 Notes”) and (ii) 7.125% Senior Notes due 2025 (the “2025 Notes” and, together with the 2022 Notes, the “Old Notes”), which were issued pursuant to the indenture, dated as of April 12, 2017 (the “Old Indenture”), among the Issuer, Ultra Petroleum Corp., a company incorporated under the laws of the territory of Yukon, Canada (the “Company”), the subsidiary guarantors party thereto (the “Guarantors” and together with the Company and the Issuer, the “Obligors”) and Wilmington Trust, National Association, as trustee (the “Old Notes Trustee”).

Adamant Dri Processing & Minerals Group – EXCHANGE AGREEMENT (December 26th, 2018)

This EXCHANGE AGREEMENT (the “Agreement”), dated as of December 22, 2018, by and among HAIXING HUAXIN MINING INDUSTRY CO., LTD., a limited company organized under the laws of the People’s Republic of China (the “Company”); ADAMANT DRI PROCESSING AND MINERALS GROUP, a publicly traded Nevada corporation and, through one or more wholly-owned subsidiaries, including ZHANGJIAKOU TONGDA MINING TECHNOLOGIES SERVICE CO., LTD., the owner of all of the outstanding shares of the Company (the “Adamant Group”); and each of the persons and entities identified as shareholders of Adamant Group on Schedule 1 attached hereto and signatory hereto (each, individually, an “Exiting Shareholder” and collectively, the “Exiting Shareholders”).

Cibus Global, Ltd. – Warrant Transfer and Exchange Agreement By and Between Cibus Global, Ltd., The Persons and Entities Named herein as Sellers and Rory Riggs, as the Seller Representative Dated as of December 31, 2014 (December 21st, 2018)

This WARRANT TRANSFER AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014 (the “Effective Date”), by and among Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (“Cibus”),  each of the Investors (as defined below) who become a party hereto as a “Seller” pursuant to Section 1.3 hereof (each, a “Seller” and collectively, the “Sellers”), and Rory Riggs, an individual, as the representative of the Sellers (the “Seller Representative”).  Defined terms used herein and not otherwise defined shall have the meaning set forth in Section 10.1 hereof.

Union Acquisition Corp. – Amendment to the Exchange Agreement (December 20th, 2018)

This AMENDMENT (this “Amendment”) TO THE EXCHANGE AGREEMENT (as defined herein) is made effective as of December 19, 2018 by and between Union Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Union”), Joseph J. Schena, solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing (the “Pre-Closing Union Representative”) and Bioceres, Inc., a Delaware corporation (“Bioceres”). Reference is made to that certain SHARE EXCHANGE AGREEMENT (the “Exchange Agreement”), dated November 8, 2018, by and among Union, the Pre-Closing Union Representative and Bioceres. Capitalized terms used herein and not otherwise defined, shall have the meaning set forth in the Exchange Agreement.

Presbia PLC – SECURITIES PURCHASE & EXCHANGE AGREEMENT (December 12th, 2018)

This SECURITIES PURCHASE & EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December 10, 2018 between Richard S. Ressler, an individual or his assignee (“Buyer”), Presbia USA, Inc., a Delaware corporation (“Presbia USA”), and Presbia PLC, an Irish incorporated public limited company (“Presbia PLC” and with Presbia USA, the “Companies” and individually, a “Company” and, together with Buyer, the “Parties” and individually, a “Party”).

DPW Holdings, Inc. – 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 among GASLOG PARTNERS LP, GASLOG PARTNERS GP LLC and GASLOG LTD. Dated as of November 27, 2018 (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”).

DelMar Pharmaceuticals, Inc. – 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”).

American Education Center, Inc. – EXCHANGE AGREEMENT (November 26th, 2018)

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of November 26, 2018, is made by and between American Education Center, Inc., a Nevada corporation (the “Corporation”), and China Cultural Finance Holdings Company Limited, a British Virgin Islands corporation, a holder of securities of the Corporation (the “Holder”).