Form of Exchange Agreement Sample Contracts

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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 29th, 2023 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Exchange Agreement (this “Agreement”), dated as of June [ ], 2023, is made by and between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and David Dantzker, as the holder of the Debt (as defined below) (the “Holder” and, together with the Company, the “Parties” and each individually a “Party”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 24, 2020, is entered into by and among La Jolla Pharmaceutical Company, a California corporation (“Parent”), TTP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • August 22nd, 2016 • Exelixis, Inc. • Services-commercial physical & biological research

___________________ (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
Form of Exchange Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware

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”).

Form of Exchange Agreement
Form of Exchange Agreement • September 15th, 2017 • Immunomedics Inc • In vitro & in vivo diagnostic substances • New York

This Exchange Agreement and the Terms and Conditions for Exchange of Securities, dated September 14, 2017, attached hereto as Exhibit A (the “Terms and Conditions” and, together with this Exchange Agreement, the “Agreement”) is made as of the date hereof between the Company and the Investor.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • March 24th, 2017 • Carvana Co. • Retail-auto dealers & gasoline stations • Delaware

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 Company’s Common Units (as defined below) listed on Exhibit A hereto (collectively, the “Members” and individually, a “Member”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • May 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York

EXCHANGE AGREEMENT (the “Agreement”) is made as of the ____ day of May 2012 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and the purchaser (the “Investor”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices

[ ] (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 Company’s 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”).

FORM OF EXCHANGE AGREEMENT dated as of
Form of Exchange Agreement • February 2nd, 2007 • Fortress Investment Group LLC • Investment advice • Delaware

EXCHANGE AGREEMENT (the "Agreement"), dated as of [ ], 2007, among FIG Corp., a Delaware corporation ("FIG"), FIG Asset Co. LLC, a Delaware limited liability company ("FIGA"), Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), Fortress Operating Entity II LP, a Delaware limited partnership ("FOE II"), Fortress Operating Entity III LP, a Delaware limited partnership ("FOE III"), Principal Holdings I LP, a Delaware limited partnership ("PH I"), and Peter Briger, Jr., Wesley Edens, Robert Kauffman, Randal Nardone and Michael Novogratz (the "Original Partners"). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in Section 1.1.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices

[ ] (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 Company’s 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”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • April 29th, 2002 • Pinnacle Airlines Corp • Air transportation, scheduled • New York

This Exchange Agreement (the "Agreement"), dated , 2002, is by and between NWA Inc. ("NWA"), a Delaware corporation having its principal office at 2700 Lone Oak Parkway, Eagan, Minnesota 55121, and Pinnacle Airlines Corp. ("Pinnacle Corp."), a Delaware corporation having its principal office at 1689 Nonconnah Boulevard, Suite 111, Memphis, Tennessee 38132.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 16th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York

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
Form of Exchange Agreement • July 20th, 2010 • Horizon Technology Finance Corp • Delaware

THIS EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of ____________ ___, 2010, by and among Compass Horizon Partners, LP, an exempted limited partnership registered in Bermuda (“CHP”), HTF-CHF Holdings LLC, a Delaware limited liability company (“HTF-CHF” and collectively with CHP, the “Compass Horizon Owners” and each individually a “Compass Horizon Owner”), Compass Horizon Funding Company LLC, a Delaware limited liability company (“Compass Horizon”), and Horizon Technology Finance Corporation, a Delaware corporation entering into this Agreement through its board of directors before and in anticipation of the issuance of capital stock as contemplated herein (the “Company”). CHP, HTF-CHF, Compass Horizon and the Company are collectively the “Parties” and individually a “Party.”

FORM OF EXCHANGE AGREEMENT among EVOLENT HEALTH, INC. EVOLENT HEALTH LLC and THE CLASS B MEMBERS OF EVOLENT HEALTH LLC Dated as of [ ], 2015
Form of Exchange Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • New York

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.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • April 20th, 2007 • Veeco Instruments Inc • Special industry machinery, nec • New York

This letter agreement (the “Exchange Agreement”) sets forth the agreement between the Company and the Holder regarding the terms upon which the Company will exchange the New Notes for the Old Notes. In connection with this exchange, the Company and the Holder hereby agree as follows:

Form of Exchange Agreement
Form of Exchange Agreement • August 10th, 2017 • Invivo Therapeutics Holdings Corp. • Surgical & medical instruments & apparatus • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 10th day of August 2017, by and between InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), and the holder signatory hereto (the “Holder”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • October 31st, 2019 • Teligent, Inc. • Pharmaceutical preparations

__________________________ (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 Old Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Teligent, Inc., a Delaware corporation, (the “Company”), on October 28, 2019 whereby the Holders will exchange (the “Exchange”) the Company’s 4.75% Convertible Senior Notes due May 1, 2023 (CUSIP 87960W AA2) (the “Old Notes”) for a new issuance of Series B Senior Unsecured Convertible Senior Notes due May 1, 2023 (CUSIP 87960W AC8) (the “New Notes”) to be issued pursuant to the Indenture (as defined below).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • December 6th, 2011 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

EXCHANGE AGREEMENT (this “Agreement”), dated as of December 6, 2011, by and between Galena Biopharma, Inc., a Delaware corporation, with offices located at 310 N. State Street, Suite 208, Lake Oswego, Oregon 97034 (the “Company”), and the investor that is a signatory to this Agreement (the “Investor”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • December 10th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York

EXCHANGE AGREEMENT (the “Agreement”) is made as of the [__] day of December 2012 (the “Effective Date”) by and between Advaxis, Inc., a Delaware corporation (the “Company”), and Hanover Holdings I, LLC, a New York limited liability company (the “Investor”).

RECITALS:
Form of Exchange Agreement • July 31st, 2002 • Stonepath Group Inc • Services-management consulting services • Delaware
FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 28th, 2019 • MYnd Analytics, Inc. • Services-misc health & allied services, nec • Delaware

This Exchange Agreement (“Agreement”) is made as of June 12, 2019 by and between MYnd Analytics, Inc., a Delaware corporation (“MYnd”), Telemynd, Inc., a Delaware corporation and wholly-owned subsidiary of MYnd (“Telemynd”) and [_____] (the “Preferred Stockholder”).

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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • October 23rd, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the [ ]th day of October 2020, by and between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the signatory hereto (the “Holder”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of February , 2010 (and effective as set forth in Section 3.15 of this Agreement), by and among Graham Packaging Company Inc., a Delaware corporation (“Issuer”), Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”), Graham Packaging Corporation, a Pennsylvania corporation (“GPC”) and GPC Holdings, L.P. (“GPCLP” and, together with GPC, the “Graham Family Partners”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • August 13th, 2008 • KKR & Co. L.P. • Investment advice • Delaware

EXCHANGE AGREEMENT (the “Agreement”), dated as of , 2008, among KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and KKR Holdings L.P.(1)

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 27th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), and each of the Partners (as defined herein).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • May 2nd, 2018 • Teligent, Inc. • Pharmaceutical preparations

__________________ (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 Old Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Teligent, Inc., a Delaware corporation, (the “Company”) on April 27, 2018 whereby the Holders will exchange (the “Exchange”) the Company’s 3.75% Convertible Senior Notes due 2019 (CUSIP 449575 AB5) (the “Old Notes”) in exchange for a new issuance of 4.75% Convertible Senior notes due May 1, 2023 (CUSIP 87960W AA2) (the “New Notes”) to be issued pursuant to the Indenture (as defined below).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • February 11th, 2010 • Arrowhead Research Corp • Services-commercial physical & biological research • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”) is dated as of September 28, 2009, by and between Arrowhead Research Corporation, a Delaware corporation (the “Corporation”), and the individuals listed Exhibit A (each, a “Holder” and collectively, the “Holders”). The Corporation and each Holder are referred to as a “Party” and collectively as the “Parties”.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • December 16th, 2020 • Silver Spike Acquisition Corp. • Blank checks • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2021, among [Pubco], a Delaware corporation, WM Holding Company, LLC, a Delaware limited liability company, and the holders from time to time party hereto, other than the Corporation (as defined herein), of LLC Units (as defined herein) from time to time party hereto.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • November 16th, 2020 • Xeris Pharmaceuticals Inc • Pharmaceutical preparations

[●] (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 Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Xeris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on November 13, 2020 whereby the Holders will exchange (the “Exchange”) the Company’s 5.00% Convertible Senior Notes due July 15, 2025 (the “Existing Notes”) for the Exchange Consideration (as defined below). The Existing Notes to be exchanged by the Holder in the Exchange are referred to herein as the “Exchanged Notes”.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • July 16th, 2021 • Rani Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and between Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and the persons and entities (each, a “Contributor” and collectively, the “Contributors”) listed on Schedule I below. Each of the Contributors and the Company shall be known as a “Party” herein.

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 4th, 2020 • XpresSpa Group, Inc. • Services-personal services • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of June 4, 2020, by and between XpresSpa Group, Inc., a Delaware corporation (the “Company”), and B3D, LLC (the “Investor”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • November 14th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 12, 2018, is entered into by and between ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [ ] (“WH”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • August 20th, 2010 • National Beef, Inc. • Meat packing plants • Delaware

This Exchange Agreement (this “Agreement”) is dated as of , 2010, by and among National Beef, Inc., a Delaware corporation (“National Beef”), U.S. Premium Beef, LLC, a Delaware limited liability company (“USPB”), NBPCo Holdings, LLC, a South Dakota limited liability company (“NBPCo Holdings”), TKK Investments, LLC, a Missouri limited liability company (“TKK”), and TMKCo, LLC, a Missouri limited liability company (“TMKCo”, and together with TKK, the “Klein Entities”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • February 5th, 2020 • DropCar, Inc. • Communications services, nec

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of February 5, 2020, by and between DropCar, Inc., a Delaware corporation (the “Company”), and [ ] (the “Investor”).

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