Form Of Exchange Agreement Sample Contracts

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ImmunoGen, Inc. – Form of Exchange Agreement (September 1st, 2017)
Vine Resources Inc. – Form of Exchange Agreement (April 10th, 2017)

THIS EXCHANGE AGREEMENT (this Agreement), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (Issuer), Vine Resources Holdings LLC, a Delaware limited liability company (Vine Holdings) and Vine Investment LLC, a Delaware limited liability company (Vine Investment).

Carvana Co. – Form of Exchange Agreement (March 31st, 2017)

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [*], 2017 and effective as of immediately prior to the consummation of the IPO (as defined below) (the Effective Time), is made by and among Carvana Co., a Delaware corporation (Pubco), Carvana Co. Sub LLC, a Delaware limited liability company that has elected to be taxed as a corporation for U.S. federal income tax purposes (the Corporation), Carvana Group, LLC, a Delaware limited liability company (the Company), and the holders from time to time of the Companys Common Units (as defined below) listed on Exhibit A hereto (collectively, the Members and individually, a Member).

Vine Resources Inc. – Form of Exchange Agreement (March 27th, 2017)

THIS EXCHANGE AGREEMENT (this Agreement), dated as of [ ], 2017 (and effective as set forth in Section 3.16 of this Agreement), by and among Vine Resources Inc., a Delaware corporation (Issuer), Vine Resources Holdings LLC, a Delaware limited liability company (Vine Holdings) and Vine Investment LLC, a Delaware limited liability company (Vine Investment).

Carvana Co. – Form of Exchange Agreement (March 24th, 2017)

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [*], 2017 and effective as of immediately prior to the consummation of the IPO (as defined below) (the Effective Time), is made by and among Carvana Co., a Delaware corporation (Pubco), Carvana Co. Sub LLC, a Delaware limited liability company that has elected to be taxed as a corporation for U.S. federal income tax purposes (the Corporation), Carvana Group, LLC, a Delaware limited liability company (the Company), and the holders from time to time of the Companys Common Units (as defined below) listed on Exhibit A hereto (collectively, the Members and individually, a Member).

Hamilton Lane INC – Form of Exchange Agreement (February 14th, 2017)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of [__________], 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the "Corporation"), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (the "Company"), and the Company Unitholders (as defined herein).

Hamilton Lane INC – Form of Exchange Agreement (February 1st, 2017)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of [__________], 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the "Corporation"), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (the "Company"), and the Company Unitholders (as defined herein).

Hamilton Lane INC – Form of Exchange Agreement (January 26th, 2017)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of [__________], 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the "Corporation"), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (the "Company"), and the Company Unitholders (as defined herein).

Hamilton Lane INC – Form of Exchange Agreement (December 29th, 2016)

This EXCHANGE AGREEMENT (this "Agreement"), dated as of [__________], 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the "Corporation"), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (the "Company"), and the Company Unitholders (as defined herein).

Z-Trim Holdings, Inc. – Form of Exchange Agreement (December 14th, 2016)

THIS EXCHANGE AGREEMENT (this "Agreement"), dated as of ______, 2016, is entered into by and between _______ ("Warrant Holder") and Agritech Worldwide, Inc. (f/k/a Z Trim Holdings, Inc.) (the "Corporation").

FORM OF EXCHANGE AGREEMENT by and Among Protalix BioTherapeutics, Inc. And the Parties Signatory Hereto Dated as of December 1, 2016 (December 7th, 2016)

EXCHANGE AGREEMENT dated as of December 1, 2016 (this "Agreement"), by and among Protalix BioTherapeutics, Inc., a Delaware corporation (the "Company"), and the parties signatory hereto (each, a "Purchaser," and collectively, the "Purchasers").

Mikros Sys Corp – Form of Exchange Agreement (August 15th, 2016)

This Exchange Agreement (this "Agreement") dated on and as of the date set forth on the signature page hereto by and between Mikros Systems Corporation, a Delaware corporation ("Issuer"), and the stockholder identified on the signature page hereof ("Holder").

Form of Exchange Agreement (August 12th, 2016)

THIS EXCHANGE AGREEMENT (the "Agreement") is dated as of August 11, 2016, by and between POSITIVEID CORPORATION, a Delaware corporation (the "Company"), and [ ] (the "Shareholder").

Form of Exchange Agreement (August 9th, 2016)

___________________ (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 Exelixis, Inc. (the "Company") on August [___], 2016 whereby the Holders will exchange (the "Exchange") the Company's 4.25% Convertible Senior Subordinated Notes due 2019 (the "Notes") for shares of the Company's common stock, par value $0.001 per share (the "Common Stock") and the cash payments specified below.

Form of Exchange Agreement (July 12th, 2016)

EXCHANGE AGREEMENT (the "Agreement") is made as of the ___ day of July 2016, by and between Rennova Health, Inc., a Delaware corporation (the "Company"), and the investor signatory hereto (the "Investor").

Castle (A.M.) & Co. – Form of Exchange Agreement (May 13th, 2016)

[ ] (each, an Undersigned), for itself and on behalf of the beneficial owners (if any) 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 Existing Securities (as defined below) hereunder, a Holder), enters into this Exchange Agreement (the Agreement) with A.M Castle & Co., a Maryland corporation (the Company), on May [ ], 2016 whereby the Holders will exchange (the Exchange) the Companys 7.00% Convertible Senior Notes due 2017 (the Existing Securities) for new 5.25% Convertible Senior Secured Notes due 2019 (the New Securities) to be issued pursuant to that certain Indenture (the New Indenture) dated as of May , 2016, by and among the Company, the guarantors named therein (the Guarantors) and U.S. Bank National Association, as trustee and collateral agent (the New Trustee and Collateral Agent).

Castle (A.M.) & Co. – Form of Exchange Agreement (May 13th, 2016)

[ ] (each, an Undersigned), for itself and on behalf of the beneficial owners (if any) 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 Existing Securities (as defined below) hereunder, a Holder), enters into this Exchange Agreement (the Agreement) with A.M Castle & Co., a Maryland corporation (the Company), on May [ ], 2016 whereby the Holders will exchange (the Exchange) the Companys 7.00% Convertible Senior Notes due 2017 (the Existing Securities) for shares of common stock, par value $0.01 per share, of the Company (the Shares).

Station Casinos Corp. – Form of Exchange Agreement (January 14th, 2016)

EXCHANGE AGREEMENT (this "Agreement"), dated as of , 2016, among Red Rock Resorts, Inc., a Delaware corporation (the "Corporation"), Station Holdco LLC, a Delaware limited liability company (the "Company"), and the Company Unitholders (as defined herein).

FORM OF EXCHANGE AGREEMENT December 1, 2015 (December 4th, 2015)

[Investor Legal Name(s)] (including any other persons or entities exchanging Existing Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the "Holder") enters into this Exchange Agreement (this "Agreement") with Regis Corporation, a Minnesota corporation (the "Company"), on the date first written above, whereby the Holder will exchange (the "Exchange") certain of the Company's 5.75% Senior Notes due 2017 (the "Existing Notes") for certain of the Company's 5.50% Senior Notes due 2019 (the "New Notes") that will be issued pursuant to the provisions of an Indenture, to be dated as of the Closing Date (as hereinafter defined) in the form of EXHIBIT A hereto (the "Indenture") by and among the Company, each of the guarantors named therein (the "Guarantors") and Wells Fargo Bank, N.A., as trustee (the "Trustee").This Agreement, the Indenture, the New Notes, the Guarantees (as defined in the Indenture), and the Other Agreements (as def

PJT Partners Inc. – Form of Exchange Agreement (August 12th, 2015)

EXCHANGE AGREEMENT (this Agreement), dated as of , 2015, among PJT Partners Inc., a Delaware corporation, PJT Partners Holdings LP, a Delaware limited partnership, and the Partnership Unitholders (as defined herein) from time to time party hereto.

Skyline Medical Inc. – Skyline Medical Inc. Form of Exchange Agreement (July 24th, 2015)

THIS EXCHANGE AGREEMENT, dated as of ____________, 2015 (this "Agreement"), is made by and among SKYLINE MEDICAL INC., a Delaware corporation (the "Company") and the individuals or entities identified as Holders on the signature pages hereto (each a "Holder" and, collectively, the "Holders").

Poseidon Containers Holdings Corp. – Form of Exchange Agreement (July 21st, 2015)

THIS EXCHANGE AGREEMENT (this Agreement) is effective as of , 2015, by and between Poseidon Containers Holdings Corp., a corporation organized under the laws of the Republic of the Marshall Islands (Poseidon NewCo) and Poseidon Containers Holdings LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (Poseidon LLC).

Metalico Inc – Form of Exchange Agreement (June 16th, 2015)

EXCHANGE AGREEMENT (the Agreement), dated as of June 15, 2015, by and among Metalico, Inc., a Delaware corporation with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the Company), and the investor signatory hereto (the Investor). For purposes of this Agreement, the term Investor shall include any affiliate (as defined below) or any related entity or person of such Investor.

Metalico Inc – Form of Exchange Agreement (June 16th, 2015)

EXCHANGE AGREEMENT (the Agreement), dated as of June 15, 2015, by and among Metalico, Inc., a Delaware corporation with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the Company), and the investor signatory hereto (the Investor). For purposes of this Agreement, the term Investor shall include any affiliate (as defined below) or any related entity or person of such Investor.

FORM OF EXCHANGE AGREEMENT Among EVOLENT HEALTH, INC. EVOLENT HEALTH LLC and THE CLASS B MEMBERS OF EVOLENT HEALTH LLC Dated as of [ ], 2015 (May 5th, 2015)

EXCHANGE AGREEMENT, dated as of [ ], 2015 (this Agreement), among Evolent Health, Inc., a Delaware corporation (Evolent Health, Inc.), Evolent Health LLC, a Delaware limited liability company (the Company) and the holders from time to time of Class B common units in the Company listed on Exhibit A hereto (collectively, the Class B Members). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

Ener-Core Inc. – Form of Exchange Agreement (April 7th, 2015)

This EXCHANGE AGREEMENT (the "Agreement"), dated as of April [ ], 2015, is made by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below).

Form of Exchange Agreement (February 11th, 2015)

EXCHANGE AGREEMENT (as amended from time to time, this Agreement), dated as of [ ], 2015, by and among Desert Newco, LLC, a Delaware limited liability company (the Company), GoDaddy Inc., a Delaware corporation (Pubco), and the holders of Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a Holder).

Fifth Street Asset Management Inc. – Form of Exchange Agreement (September 22nd, 2014)

EXCHANGE AGREEMENT (the "Agreement"), dated as of _______, 2014, among Fifth Street Asset Management Inc. (the "Issuer"), Fifth Street Holdings L.P. ("Holdings"), and the limited partners of Holdings from time to time party hereto (the "Limited Partners").

Product Shipping Ltd. – FORM OF EXCHANGE AGREEMENT AMONG PRODUCT SHIPPING LIMITED AMCI POSEIDON FUND, LP POSEIDON PRODUCT CARRIERS LIMITED MAAS CAPITAL INVESTMENTS B.V. AND THK PRIVATE EQUITIES, LLC Dated September , 2014 (September 4th, 2014)

THIS EXCHANGE AGREEMENT (this Agreement) is entered into as of September , 2014, among Product Shipping Limited, a Marshall Islands corporation (the Company), AMCI Poseidon Fund, LP, an exempted limited partnership formed under the laws of the Cayman Islands (Poseidon), Poseidon Product Carriers Limited, a Marshall Islands corporation (PPCL), Maas Capital Investments B.V., a company organized under the laws of The Netherlands (Maas), and THK Private Equities, LLC, a [ ] limited liability company (THK), and, solely for purposes of Section 2.7, APL and MRHL (each as defined in Section 1.1). The foregoing (including, solely for purposes of Section 2.7, APL and MRHL) shall be referred to individually as a Party and collectively as the Parties.

Form of Exchange Agreement (August 12th, 2014)

The undersigned beneficial owner of Molina Healthcare, Inc.'s (the "Company") 3.75% Convertible Senior Notes due 2014, CUSIP 60855R AA8 (the "Old Notes") hereby agrees with the Company to exchange the Old Notes for 1.625% Convertible Senior Notes due 2044 (the "2044 Notes"), shares of the Company's Common Stock, par value $0.001 per share (the "Exchange Shares") and the Applicable Interest Amount (as defined below), pursuant to the terms and conditions of this Exchange Agreement. The undersigned understands that this exchange (the "Exchange") is being made without registration of the 2044 Notes or the Exchange Shares under the Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state of the United States or of any other jurisdiction, and is being made only to beneficial owners of Old Notes who are both "accredited investors" (as defined in Rule 501 of Regulation D under t

Form of Exchange Agreement (June 25th, 2014)

EXCHANGE AGREEMENT (this Agreement), dated as of , 2014, among Woodside Homes, Inc., a Delaware corporation (the Corporation), Woodside Homes Company, LLC, a Delaware limited liability company (the Company), and the Company Unitholders (as defined herein).

NextEra Energy Partners, LP – FORM OF EXCHANGE AGREEMENT BY AND AMONG NEXTERA ENERGY EQUITY PARTNERS, LP NEXTERA ENERGY OPERATING PARTNERS, LP NEXTERA ENERGY PARTNERS GP, INC. And NEXTERA ENERGY PARTNERS, LP Dated as of , 2014 (June 12th, 2014)

EXCHANGE AGREEMENT (the Agreement), dated as of , 2014, by and among NextEra Energy Partners, LP, a Delaware limited partnership (NEE Partners), NextEra Energy Partners GP, Inc., a Delaware corporation (NEE Partners GP), NextEra Energy Operating Partners, LP, a Delaware limited partnership (NEE Operating LP) and NextEra Energy Equity Partners, LP, a Delaware limited partnership (NEE Equity ).

Ares Management Lp – Form of Exchange Agreement (April 11th, 2014)

EXCHANGE AGREEMENT (the Agreement), dated as of [], 2014 (the Effective Date), among Ares Domestic Holdings Inc., Ares Domestic Holdings L.P., Ares Holdings Inc., Ares Holdings L.P., Ares Investments L.P., Ares Management, L.P., Ares Management GP LLC, Ares Offshore Holdings L.P., Ares Offshore Holdings, Ltd., Ares Real Estate Holdings L.P., Ares Real Estate Holdings LLC and each Ares Operating Group Limited Partner (as defined below) from time to time a party to this Agreement.

Form of Exchange Agreement (October 16th, 2013)

EXCHANGE AGREEMENT (this Agreement), dated as of , 2013, among Norcraft Companies, Inc., a Delaware corporation (the Corporation), SKM Norcraft Corp., Trimaran Cabinet Corp. and the holders of LLC Units (as defined herein) from time to time party hereto.

Premier – Form of Exchange Agreement (August 26th, 2013)

THIS EXCHANGE AGREEMENT (this Agreement) will be effective immediately prior to the closing of the initial public offering of Premier, Inc., a newly formed Delaware corporation (Premier) (the Effective Date), and is made by and among Premier, Premier Purchasing Partners, L.P., a California limited partnership (together with its successors and assigns, Premier LP), and the Limited Partners (as such term is defined below) of Premier LP listed on Schedule I hereto from time to time party hereto.