Note Exchange Agreement Sample Contracts

Fat Brands, Inc – Fat Brands Inc. Note Exchange Agreement (August 15th, 2018)

This Note Exchange Agreement (the "Agreement"), dated as of June 27, 2018 (the "Effective Date"), is entered into by and between FAT Brands Inc., a Delaware corporation (the "Company"), and Fog Cutter Capital Group, Inc., a Maryland corporation (the "Holder").

Fat Brands, Inc – Fat Brands Inc. Amendment to Note Exchange Agreement (August 15th, 2018)

This Amendment to Note Exchange Agreement (the "Amendment"), dated as of August 14, 2018, is entered into by and between FAT Brands Inc., a Delaware corporation (the "Company"), and Fog Cutter Capital Group, Inc., a Maryland corporation (the "Holder"), and amends the original Note Exchange Agreement, dated June 27, 2018, between the parties (the "Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings given thereto in the Agreement.

Authentidate Holding Corp. – Note Exchange Agreement (July 24th, 2018)

THIS NOTE EXCHANGE AGREEMENT (this "Agreement") is dated as of July 19, 2018, between Aeon Global Health Corp., a Delaware corporation (the "Company") and the holders identified on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

Atlantic Acquisition Inc. – Convertible Note Exchange Agreement (April 16th, 2018)

This Convertible Note Exchange Agreement (the "Agreement"), is made and entered into on April 11, 2018 (the "Effective Date"), by and among Atlantic Acquisition Inc., a Nevada company (the "Company"), Monster, LLC, a Nevada limited liability company, and NL Finance Co., LLC ("NL Finance"), a Delaware limited liability company, and Noel Lee Living Trust dated November 28, 1998 ("Noel Lee Living Trust" and each, a "Noteholder" and collectively, the "Noteholders"). The Noteholders, Monster, LLC and Company are sometimes hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Hispanica International Delights Of America, Inc. – Note Exchange Agreement (February 1st, 2018)

THIS NOTE EXCHANGE AGREEMENT (this "Agreement") is dated as of January 26, 2018 (the "Closing Date"), between Victoria's Kitchen LLC, a California limited liability company and a wholly owned subsidiary of Hispanica Delights of America, Inc., a Delaware corporation (the "Company"), and Elie Pierre Meniane (the "Holder") of a secured promissory note (the "Note"), payable by the Company, which Note is attached hereto as Exhibit A.

Empire Resorts – Note Exchange Agreement (January 3rd, 2018)

This Note Exchange Agreement (this Agreement), dated as of December 28, 2017 (the Effective Date), is made by and among Empire Resorts, Inc., a Delaware corporation (Parent), Montreign Holding Company, LLC, a New York limited liability company and a wholly-owned subsidiary of Parent (the Company), and Kien Huat Realty III Limited, a corporation organized in the Isle of Man (the Holder). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Documents (as defined below).

Glowpoint Inc – Note Exchange Agreement (August 1st, 2017)

This NOTE EXCHANGE AGREEMENT ("Agreement"), is made as of July 31, 2017 (the "Execution Date"), between Glowpoint, Inc., a Delaware corporation ("Company"), and Shareholder Representative Services LLC, solely in its capacity as the Sellers' Representative for the benefit of the Stockholders (as defined in the Merger Agreement (as defined below)) ("Noteholder").

Authentidate Holding Corp. – Note Exchange Agreement (March 24th, 2017)

THIS NOTE EXCHANGE AGREEMENT (this "Agreement") is dated as of March 20, 2017, between Authentidate Holding Corp., a Delaware corporation (the "Company") and the holders identified on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

China Bio Energy Corp – Convertible Note Exchange Agreement (March 23rd, 2017)

This Convertible Note Exchange Agreement (the "Agreement"), is made and entered into on March 17, 2017 (the "Effective Date"), by and among Wave Sync Corp., a Delaware company (the "Company"), and Zaixian Wang and Mei Yang, each of whom currently owns convertible notes ("Convertible Notes") of the Company, in respective amounts as listed in Exhibit A (each, a "Noteholder" and collectively, the "Noteholders"). The Noteholders and Company are sometimes hereinafter collectively referred to as the "Parties" and each individually as a "Party".

Note Exchange Agreement (September 7th, 2016)

This Note Exchange Agreement is made and entered into as of September 7, 2016 (this "Agreement") by and between Lewis C. Pell, an individual (the "Holder"), and Cogentix Medical, Inc., a Delaware corporation (the "Company").

Note Exchange Agreement (September 7th, 2016)

This Note Exchange Agreement is made and entered into as of September 7, 2016 (this "Agreement") by and between Lewis C. Pell, an individual (the "Holder"), and Cogentix Medical, Inc., a Delaware corporation (the "Company").

Note Exchange Agreement (August 29th, 2016)

This NOTE EXCHANGE AGREEMENT (the "Agreement"), dated August 26, 2016, is entered into by and between Virtual Piggy, Inc., a Delaware corporation (the "Company") and the undersigned holders (the "Holders" and each individually a "Holder") of those certain outstanding unsecured promissory notes issued by the Company to each such Holder, as amended (the "Unsecured Notes").

Gateway Inds Inc – Note Exchange Agreement (August 22nd, 2016)

THIS NOTE EXCHANGE AGREEMENT (this "Agreement") is dated August [__], 2016, by and between FUNCTION(X) INC., a Delaware corporation, (the "Company"), Sillerman Investment Company III, LLC, a Delaware limited liability company ("SIC III") , Sillerman Investment Company IV, LLC, a Delaware limited liability company ("SIC IV") and Sillerman Investment Company VI, LLC, a Delaware limited liability company ("SIC VI," and collectively with the Company, SIC III and SIC IV, the "Parties").

Convertible Note Exchange Agreement (August 10th, 2016)

CONVERTIBLE NOTE EXCHANGE AGREEMENT, dated as set forth on the signature page, by and among American DG Energy Inc., a Delaware corporation ("ADGE"), and the other parties identified on the signature page.

Quantumsphere, Inc. – Note Exchange Agreement (June 13th, 2016)

This Note Exchange Agreement (this "Agreement"), dated as of June __, 2016, is made by and between QuantumSphere, Inc., a Nevada corporation (the "Company"), and Francis Poli (the "Holder").

Laureate Education – LAUREATE EDUCATION, INC. NOTE EXCHANGE AGREEMENT April 15, 2016 (May 20th, 2016)

The undersigned (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 the owner of any Subject Notes (as defined below) hereunder, a Holder), enters into this Note Exchange Agreement (this Agreement) with Laureate Education, Inc., a Delaware public benefit corporation (the Company), as of the date first written above whereby each Holder will exchange and sell its Subject Notes (as defined below) as set forth herein.

Convertible Note Exchange Agreement (May 10th, 2016)

CONVERTIBLE NOTE EXCHANGE AGREEMENT, dated as set forth on the signature page, by and among American DG Energy Inc., a Delaware corporation ("ADGE"), and the individual or entity identified on the signature page (the "Investor").

Investor Note Exchange Agreement (February 12th, 2016)

EXCHANGE AGREEMENT (this "Agreement"), dated as of February 12, 2016, by and among Atrinsic, Inc. (the "Company") and each investor that is a signatory to this Agreement (together, the "Investors").

Note Exchange Agreement (January 5th, 2016)

NOTE EXCHANGE AGREEMENT, dated as of December [ ], 2015 (this "Agreement"), by and among Lilis Energy, Inc. (the "Company") and each of the parties listed on the signature pages hereto (each a "Noteholder", and collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Note (as defined herein).

Lilis Energy, Inc. – Note Exchange Agreement (January 5th, 2016)

NOTE EXCHANGE AGREEMENT, dated as of December [ ], 2015 (this "Agreement"), by and among Lilis Energy, Inc. (the "Company") and each of the parties listed on the signature pages hereto (each a "Noteholder", and collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Note (as defined herein).

Intellinetics, Inc. – Note Exchange Agreement (January 5th, 2016)

This NOTE EXCHANGE AGREEMENT, dated as of _________ ___, 201__ (this "Agreement"), is by and between Intellinetics, Inc. (the "Company") and each of the noteholders who executed the signature page affixed hereto (each, a "Noteholder" and, collectively, the "Noteholders").

Authentidate Holding Corp. – Note Exchange Agreement (December 17th, 2015)

THIS NOTE EXCHANGE AGREEMENT (this Agreement) is dated as of December 15, 2015, between Authentidate Holding Corp., a Delaware corporation with its address at Authentidate Holding Corp., Connell Corporate Center, 300 Connell Drive, Berkeley Heights, New Jersey 07922 (the Company) and Lazarus Investment Partners LLLP (the Holder), with its address as set forth on the signature page to this Agreement.

Authentidate Holding Corp. – Note Exchange Agreement (December 17th, 2015)

THIS NOTE EXCHANGE AGREEMENT (this Agreement) is dated as of December 11, 2015, between Authentidate Holding Corp., a Delaware corporation with its address at Authentidate Holding Corp., Connell Corporate Center, 300 Connell Drive, Berkeley Heights, New Jersey 07922 (the Company) and VER 83, LLC (the Holder), with its address as set forth on the signature page to this Agreement.

Form of Note Exchange Agreement (November 30th, 2015)

NOTE EXCHANGE AGREEMENT, dated as of November [ ], 2015 (this "Agreement"), by and among Cadiz Inc. (the "Company") and the investor listed on the signature pages hereto (the "Noteholder"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture (as defined herein).

Instanet – Contract (April 1st, 2015)
Important: Please Read Carefully Before Signing Significant Representations Are Called for Herein Note Exchange Agreement and Letter of Investment Intent (March 10th, 2015)

The undersigned hereby tenders this Note Exchange Agreement and applies for the exchange of all of the principal and accrued interest outstanding (the "Exchange Amount") under the Promissory Note indicated on the signature page hereof (the "Note") for a new Convertible Promissory Note in the form attached hereto as Exhibit A with an original principal amount equal to the Exchange Amount (the "New Note") and a Warrant in the form attached hereto as Exhibit B for the purchase of a certain number of shares of Common Stock of Cryoport, Inc. (the "Company") at an exercise price of $0.50 per share (the "Warrant," and collectively, the "Securities"), upon the terms and conditions set forth below. The number of shares that will be issuable upon exercise of the Warrant will equal the Exchange Amount divided by $2.00.

Note Exchange Agreement (February 17th, 2015)

This Note Exchange Agreement (this "Agreement"), dated as of this 11 day of April, 2014, is made by and between Las Vegas Railway Express, Inc., a Delaware corporation (the "Company"), and Cowen Overseas Investment LP (the "Investor").

Convertible Note Exchange Agreement (January 26th, 2015)

This CONVETIBLE NOTE EXCHANGE AGREEMENT (this "Agreement") is made by and between Viveve, Inc., a Delaware corporation (the "Company"), and GBS Venture Partners Limited, trustee for GBS BioVentures III (the "Note Holder") as of May 9, 2014. The Note Holder and the Company will be referred to singly as a "Party" and collectively as the "Parties."

First Virtual Communications – Note Exchange Agreement (September 2nd, 2014)

This Note Exchange Agreement (the Agreement) is made effective as of September 11, 2012 (the Effective Date), and is entered into by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the Company), and Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP, a California limited liability partnership (Holder).

First Virtual Communications – Amendment to Note Exchange Agreement (September 2nd, 2014)

This Amendment (this Amendment), effective as of January 21, 2014 (the Effective Date), to that certain Note Exchange Agreement, dated as of August 2, 2012 (the Note Exchange Agreement), is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the Company), and Maxim Group, LLC (Maxim). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Exchange Agreement.

First Virtual Communications – Note Exchange Agreement (September 2nd, 2014)

This Exchange Agreement (the Agreement), is made and entered into as of August 8, 2012 (the Effective Date), by and between U.S. Dry Cleaning Services Corporation (the Company) and INTL Provident Group (the Holder).

First Virtual Communications – Note Exchange Agreement (September 2nd, 2014)

This Note Exchange Agreement (the Agreement) is made effective as of September 24, 2012 (the Effective Date), and is entered into by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the Company), and Duane Morris LLP (Holder).

First Virtual Communications – Note Exchange Agreement (September 2nd, 2014)

This Exchange Agreement (the Agreement), is made and entered into as of October 3, 2012 (the Effective Date), by and between U.S. Dry Cleaning Services Corporation (the Company) and C.T. Moffitt & Company (the Holder).

First Virtual Communications – Note Exchange Agreement (September 2nd, 2014)

This Exchange Agreement (the Agreement), is made and entered into as of August 2, 2012 (the Effective Date), by and between U.S. Dry Cleaning Services Corporation (the Company) and Maxim Group, LLC (the Holder).

Note Exchange Agreement (May 1st, 2014)

THIS NOTE EXCHANGE AGREEMENT (this "Agreement") is entered into as of January 21, 2014, by and between VMware, Inc., a Delaware corporation (the "Maker") and EMC Corporation, a Massachusetts corporation (the "Payee").