Preferred Stock Exchange Agreement Sample Contracts

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Oxis International – Preferred Stock Exchange Agreement (November 14th, 2017)

This Preferred Stock Exchange Agreement (this "Agreement") is entered into as of August 29, 2017, by and among GT Biopharma, Inc., a Delaware corporation (the "Company"), and the parties listed on Schedule A hereto.

Dryships Inc – Preferred Stock Exchange Agreement Dryships Inc. (March 13th, 2017)

This Preferred Stock Exchange Agreement (the "Agreement") is made as of March 24, 2016 by and between DRYSHIPS INC., a Marshall Islands corporation (the "Company"), and SIFNOS SHAREHOLDERS INC., a Marshall Islands corporation (the "Seller").

Sevion Therapeutics, Inc. – Preferred Stock Exchange Agreement (February 22nd, 2017)

This PREFERRED STOCK EXCHANGE AGREEMENT (this "Agreement") is dated as of February 15, 2017, by and between Sevion Therapeutics, Inc., a Delaware corporation (the "Company"), and the holder listed on the signature page hereto (the "Holder").

Oxis International – Preferred Stock Exchange Agreement (October 3rd, 2016)

This Preferred Stock Exchange Agreement (this "Agreement") is entered into as of January 8, 2016, by and among OXIS International, Inc., a Delaware corporation (the "Company"), and the parties listed on Schedule A hereto.

Rouse Properties Inc. Common S – Series I Preferred Stock Exchange Agreement (February 29th, 2016)

This SERIES I PREFERRED STOCK EXCHANGE AGREEMENT (this Agreement) is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the Company), and the parties listed on Exhibit A hereto (each, a Stockholder and collectively, the Stockholders). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

Rouse Properties Inc. Common S – Series I Preferred Stock Exchange Agreement (February 29th, 2016)

This SERIES I PREFERRED STOCK EXCHANGE AGREEMENT (this "Agreement") is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the "Company"), and the parties listed on Exhibit A hereto (each, a "Stockholder" and collectively, the "Stockholders"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

Preferred Stock 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").

Dolphin Digital Media – Preferred Stock Exchange Agreement (October 19th, 2015)

This Preferred Stock exchange Agreement (the "Agreement") is made and entered into as of October 16, 2015, by and among Dolphin Digital Media Inc., a Florida corporation (the "Company"), and T Squared Partners LP ( the "Preferred Holder").

chatAND, Inc. – Series a Convertible Preferred Stock Exchange Agreement (April 9th, 2015)

This SERIES A PREFERRED STOCK EXCHANGE AGREEMENT (the "Agreement"), dated as of April 2, 2015, is made by and among 224 Stanhope Note LLC, a New York limited liability company (the "Beneficial Owner") and chatAND, Inc., a Nevada corporation (the "Company").

The Providence Service Corporation – Series a Preferred Stock Exchange Agreement (December 3rd, 2014)

This SERIES A PREFERRED STOCK EXCHANGE AGREEMENT (the Agreement), dated as of [ ], 2014, is made by and among Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, Coliseum Capital Co-Invest, L.P., a Delaware limited liability company, and Blackwell Partners, LLC, a Georgia limited liability company (each, an Investor, and collectively, the Investors), and The Providence Service Corporation, a Delaware corporation (the Company).

Postrock Energy Corp. – Preferred Stock Exchange Agreement (October 10th, 2014)

This Preferred Stock Exchange Agreement (this "Agreement") is made and entered into this 9th day of October, 2014, by and between PostRock Energy Corporation, a Delaware corporation ("PostRock") and White Deer Energy L.P., a Cayman Islands exempted limited partnership, White Deer Energy TE L.P., a Cayman Islands exempted limited partnership, and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (collectively, "White Deer" and together with PostRock, the "Parties" and each individually, a "Party").

Sevion Therapeutics, Inc. – Preferred Stock Exchange Agreement (June 25th, 2013)

This PREFERRED STOCK EXCHANGE AGREEMENT (this "Agreement"), dated as of June [__], 2013, by and between Senesco Technologies, Inc., a Delaware corporation (the "Company"), and [_________________] (the "Holder").

Institutional Financial Markets – Preferred Stock Exchange Agreement (May 13th, 2013)

This Preferred Stock Exchange Agreement (this Agreement) is made as of May 9, 2013, by and among Institutional Financial Markets, Inc., a corporation organized under the laws of the State of Maryland (the Company), Cohen Bros. Financial, LLC (Cohen), and Daniel G. Cohen.

Institutional Financial Markets – Preferred Stock Exchange Agreement (May 13th, 2013)

This Preferred Stock Exchange Agreement (this Agreement) is made as of May 9, 2013, by and among Institutional Financial Markets, Inc., a corporation organized under the laws of the State of Maryland (the Company), Cohen Bros. Financial, LLC (Cohen), and Daniel G. Cohen.

Fairway Group Holdings Corp. – Preferred Stock Exchange Agreement (April 12th, 2013)

This PREFERRED STOCK EXCHANGE AGREEMENT (this Agreement), entered into as of April 1, 2013, is by and between FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (the Company), and each of the holders of Preferred Stock (as defined below) listed on the signature pages hereto (each, a Stockholder).

Institutional Financial Markets – Preferred Stock Exchange Agreement (December 31st, 2012)

This Preferred Stock Exchange Agreement (this Agreement) is made as of December 28, 2012 by and between Institutional Financial Markets, Inc., a corporation organized under the laws of the State of Maryland (the Company), Cohen Bros. Financial, LLC (Cohen), and Daniel G. Cohen.

Preferred Stock Exchange Agreement (February 21st, 2012)

This Preferred Stock Exchange Agreement (the "Exchange Agreement") dated December 30, 2011 by and between Jerome Mahoney ("Mahoney"), an individual with offices at iVoice, Inc., 750 Highway 34, Matawan, NJ 07747, American Security Resources Corporation, ("ASRC"), a Nevada corporation, with offices at 19 Briar Hollow Lane, Suite 125, Houston, TX 77027, and B Green Innovations, Inc. ("B Green"), a New Jersey corporation, with offices at 750 Highway 34, Matawan, NJ 07747.

Kranem Corp – Common to Preferred Stock Exchange Agreement (November 22nd, 2011)

THIS Common to Preferred Stock Exchange Agreement (hereinafter referred to as the Agreement) is dated as of November 21, 2011 (the Effective Date), by and between the investors, listed in Exhibit A, attached hereto, and the signature page to this Agreement (each individually an Investor and collectively the Investors) and Kranem Corporation, a Colorado corporation (the Company). The Investors and the Company are sometimes hereinafter referred to collectively as the Parties and individually as a Party.

Viewcast – Preferred Stock Exchange Agreement (May 6th, 2011)

This PREFERRED STOCK EXCHANGE AGREEMENT (this Agreement) is made effective as of May 4, 2011, by and between ViewCast.com, Inc., a Delaware corporation (the Company), and the holders of the Companys Series B Convertible Preferred Stock, par value $0.0001 per share (the Series B Preferred Stock), Series C Convertible Preferred Stock, par value $0.0001 per share (the Series C Preferred Stock) and Series E Convertible Redeemable Preferred Stock, par value $0.0001 per share (the Series E Preferred Stock, and collectively with the Series B Preferred and Series C Preferred, the Preferred Stock) listed on the signature pages hereto (each a Holder, and together, the Holders).

Advanced Environmental Recycling Technologies, Inc. – Series D Preferred Stock Exchange Agreement (March 22nd, 2011)

This SERIES D PREFERRED STOCK EXCHANGE AGREEMENT (the "Agreement"), dated as of March 18, 2011, is by and among Advanced Environmental Recycling Technologies, Inc., a Delaware corporation with offices located at 914 N Jefferson Street, Springdale, Arkansas 72764 (the "Company"), and the persons listed on Schedule I attached hereto (each a "Stockholder" and collectively, the "Stockholders").

WorldWater – Preferred Stock Exchange Agreement (December 3rd, 2010)

THIS PREFERRED STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of November 29, 2010, by and among The Quercus Trust ("Quercus"), and Entech Solar, Inc., a Delaware corporation (the "Company").

Nexxus Lighting Inc – Nexxus Lighting, Inc. Preferred Stock Exchange Agreement (October 29th, 2009)

THIS PREFERRED STOCK EXCHANGE AGREEMENT (this Agreement) is made and entered into as of October 29, 2009 (the Signing Date), by and between Nexxus Lighting, Inc., a Delaware corporation (the Company), and each of the holders (individually, a Shareholder, and collectively, the Shareholders) of shares of the Companys Series A Preferred Stock, $.001 par value per share (the Series A Shares) set forth on Schedule I hereto. The Company and the Shareholders are sometimes referred to herein individually as a Party or collectively as the Parties. Certain capitalized terms used herein are defined in Section 7.07 of this Agreement.

World Racing Group – Series B Convertible Preferred Stock Exchange Agreement (June 17th, 2009)

This Exchange Agreement (this "Agreement") is dated as of May 15, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the "Company"), and the holders of shares of the Company's Series B Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the "Holders").

Paradigm Holdings Inc. – Preferred Stock Exchange Agreement (March 3rd, 2009)

THIS PREFERRED STOCK EXCHANGE AGREEMENT (this "Agreement"), dated as of February 27, 2009, is by and among Paradigm Holdings, Inc., a Wyoming corporation (the "Company"), and the persons listed on Schedule I hereto (each a "Stockholder," and, collectively, the "Stockholders").

UpSNAP – Preferred Stock Exchange Agreement (January 20th, 2009)

This PREFERRED STOCK EXCHANGE AGREEMENT ("Agreement") is made effective as of January 8, 2009 by and among the individuals listed on the signature pages hereof (the "Sellers") and UpSnap, Inc., a Nevada corporation ("UpSnap").

Astrata Group – Preferred Stock Exchange Agreement (May 30th, 2008)

This Preferred Stock Exchange Agreement (this "Agreement") is dated as of May 29, 2008, by and among Astrata Group Incorporated, a Nevada corporation (the "Company"), Vision Opportunity China Fund Limited and Vision Opportunity Master Fund, Ltd. (collectively, the "Holder").

Fonix – SERIES M 9% CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT Between Fonix Corporation, and Sovereign Partners, LP (April 5th, 2007)
Inovio Biomedical Corporation – Preferred Stock Exchange Agreement (January 19th, 2007)

THIS PREFERRED STOCK EXCHANGE AGREEMENT (this Agreement) is made and entered into as of September 15, 2006 by and among INOVIO BIOMEDICAL CORPORATION, a Delaware corporation (the Company), and , a (the Investor).

Fonix – SERIES L 9% CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT Between Fonix Corporation, and McCormack Avenue, Ltd., Dated as of September 7, 2006 (September 14th, 2006)
New Horizons Worldwide Inc – Preferred Stock Exchange Agreement (July 25th, 2006)

This Preferred Stock Exchange Agreement (this Agreement), is entered into as of July 19, 2006, by and among New Horizons Worldwide, Inc., a Delaware corporation (the Company), Camden Partners Strategic Fund III, L.P., a Delaware limited partnership (Camden III), and Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (Camden III-A and collectively together with Camden III, Camden).

World Racing Group – Series B Convertible Preferred Stock Exchange Agreement (June 1st, 2006)

This Exchange Agreement (this Agreement) is dated as of April , 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the Company), and the holders of shares of the Companys Series B Convertible Preferred Stock and Series C Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the Holders).

World Racing Group – Series B Convertible Preferred Stock Exchange Agreement (May 25th, 2006)

This Exchange Agreement (this Agreement) is dated as of April , 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the Company), and the holders of shares of the Companys Series B Convertible Preferred Stock and Series C Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the Holders).

World Racing Group – Series B Convertible Preferred Stock Exchange Agreement (May 23rd, 2006)

This Exchange Agreement (this Agreement) is dated as of April , 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the Company), and the holders of shares of the Companys Series B Convertible Preferred Stock and Series C Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the Holders).

Grubb & Ellis – Series A-1 Preferred Stock Exchange Agreement (May 1st, 2006)

This Series A-1 Preferred Stock Exchange Agreement (the Agreement) is made as of this 28th day of April, 2006 by and between Grubb & Ellis Company, a Delaware corporation (the Company) and Kojaian Ventures, L.L.C., a Michigan limited liability (KV).

Grubb & Ellis – Series A-1 Preferred Stock Exchange Agreement (April 28th, 2006)

This Series A-1 Preferred Stock Exchange Agreement (the Agreement) is made as of this 28th day of April, 2006 by and between Grubb & Ellis Company, a Delaware corporation (the Company) and Kojaian Ventures, L.L.C., a Michigan limited liability (KV).