Exchange Agreement (Unrestricted Stock) Sample Contracts

EXCHANGE AGREEMENT (Unrestricted Stock) (July 16th, 2015)

_______________ (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 (this "Agreement") with Forest City Enterprises, Inc., an Ohio corporation (the "Company") on July 16, 2015 whereby the Holders will exchange (the "Exchange") the Company's 3.625% convertible senior notes due 2020 (the "Notes") for shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Common Stock"), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (July 16th, 2015)

___________________ (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 (this "Agreement") with Forest City Enterprises, Inc., an Ohio corporation (the "Company") on July 16, 2015 whereby the Holders will exchange (the "Exchange") the Company's 5.00% convertible senior notes due 2016 (the "Notes") for shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Common Stock"), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (July 16th, 2015)

___________________ (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 (this "Agreement") with Forest City Enterprises, Inc., an Ohio corporation (the "Company") on July 16, 2015 whereby the Holders will exchange (the "Exchange") the Company's 4.25% convertible senior notes due 2018 (the "Notes") for shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Common Stock"), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (March 6th, 2015)

___________________ (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 Forest City Enterprises, Inc., an Ohio corporation (the "Company") on March 6, 2015 whereby the Holders will exchange (the "Exchange") the Company's 5.00% convertible senior notes due 2016 (the "Notes") for shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Common Stock"), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (February 27th, 2015)

___________________ (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 Forest City Enterprises, Inc., an Ohio corporation (the "Company") on February 27, 2015 whereby the Holders will exchange (the "Exchange") the Company's 4.25% convertible senior notes due 2018 (the "Notes") for shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Common Stock"), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (February 27th, 2015)

___________________ (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 Forest City Enterprises, Inc., an Ohio corporation (the "Company") on February 27, 2015 whereby the Holders will exchange (the "Exchange") the Company's 3.625% convertible senior notes due 2020 (the "Notes") for shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Common Stock"), and a cash payment.

Pdl Biopharma – EXCHANGE AGREEMENT (Unrestricted Stock) (February 23rd, 2015)

Tang Capital Partners, LP (the "Holder"), for itself, enters into this Exchange Agreement (this "Agreement") with PDL BioPharma, Inc., a Delaware corporation (the "Company"), on October 20, 2014, whereby the Holder will exchange the Company's 2.875% Series 2012 Convertible Senior Notes due February 15, 2015 (the "Notes") for shares of the Company's common stock, par value $0.01 per share ("Common Stock"), and a cash payment. The Notes were initially issued pursuant to that certain Indenture, dated as of January 5, 2012, between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

Pdl Biopharma – EXCHANGE AGREEMENT (Unrestricted Stock) (February 7th, 2014)

___________________ (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 PDL BioPharma, Inc. (the "Company") on February ___, 2014 whereby the Holders will exchange (the "Exchange") the Company's 2.875% Convertible Senior Notes due 2015 (the "Notes") for shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (May 5th, 2011)

(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 Forest City Enterprises, Inc., an Ohio corporation (the Company), on May ___, 2011 whereby the Holders will exchange (the Exchange) the Companys 5.00% Convertible Senior Notes due 2016 (the Notes) for shares of the Companys Class A common stock, par value $0.33-1/3 per share (the Class A Common Stock), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (January 27th, 2011)

___________________ (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 Forest City Enterprises, Inc., an Ohio corporation (the Company), on January [__], 2011 whereby the Holders will exchange (the Exchange) the Companys 5.00% Convertible Senior Notes due 2016 (the Notes) for shares of the Companys Class A common stock, par value $0.33-1/3 per share (the Class A Common Stock), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (June 18th, 2009)

(including any other persons or entities exchanging Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the Holder) enters into this Exchange Agreement (the Agreement) with Hercules Offshore, Inc. (the Company) on June ___, 2009 whereby the Holder will exchange (the Exchange) the Companys 3.375% Convertible Senior Notes due 2038 (the Notes) for shares of the Companys common stock, par value $0.01 per share (the Common Stock), and a cash payment.

EXCHANGE AGREEMENT (Unrestricted Stock) (April 29th, 2009)

(including any other persons or entities exchanging Debentures hereunder for whom the undersigned Holder holds contractual and investment authority, the Holder) enters into this Exchange Agreement (the Agreement) with Genesco Inc. (the Company) on April ___, 2009 whereby on the date hereof the Holder will exchange (the Exchange) the Companys 4.125% Convertible Subordinated Debentures due June 15, 2023 (the Debentures) for shares of the Companys common stock, par value $1.00 per share (the Common Stock).