Purchase And Exchange Agreement Sample Contracts

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Broadway Financial Corporation – STOCK PURCHASE AND EXCHANGE AGREEMENT Between BROADWAY FINANCIAL CORPORATION and NATIONAL COMMUNITY INVESTMENT FUND (March 27th, 2017)

THIS SECURITIES AND EXCHANGE PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement) is dated as of December 21, 2016, and is entered into by and among Broadway Financial Corporation, a Delaware corporation (the Company), and National Community Investment Fund (NCIF).

Purchase and Exchange Agreement (December 7th, 2016)

THIS PURCHASE AND EXCHANGE AGREEMENT (this Agreement) is made and entered into as of December 6, 2016 by and among Cobalt International Energy, Inc., a Delaware corporation (the Company), the Guarantors party hereto, and the holders, named in Schedule I hereto (the Holders), of the Companys (i) 2.625% Convertible Senior Notes due 2019 (the 2019 Notes), which were issued under that certain First Supplemental Indenture (the 2019 Notes Supplemental Indenture), dated as of December 17, 2012, supplementing the Senior Indenture (the Senior Indenture), dated as of December 17, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee) and (ii) 3.125% Convertible Senior Notes due 2024 (the 2024 Notes), which were issued under that certain Second Supplemental Indenture (the 2024 Notes Supplemental Indenture), dated as of May 13, 2014, supplementing the Senior Indenture.

Tempus Applied Solutions Holdings, Inc. – First Amendment to Purchase and Exchange Agreement (July 16th, 2015)

THIS FIRST AMENDMENT TO PURCHASE AND EXCHANGE AGREMEENT (this "Amendment") is made and entered into as of July [__], 2015 by and among: (i) Chart Acquisition Corp., a Delaware corporation ("Chart"); (ii) Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"); (iii) TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the "Company"); (iv) Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"); (v) Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart ("Chart Financing Sub", and together with the Company, Chart, Tempus and PubCo, the "Merger Parties"), and (vi) [INVESTOR] (the "Investor"). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).

Uranium Resources, Inc. – Purchase and Exchange Agreement by and Among Energy Fuels Inc., an Ontario Corporation, Strathmore Resources (Us) Ltd., a Nevada Corporation, (June 26th, 2015)

This Purchase and Exchange Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of June 26, 2015 (the Execution Date), by and among ENERGY FUELS INC., an Ontario, Canada corporation (EFI), STRATHMORE RESOURCES (US) LTD., a Nevada corporation (EF Sub and together with EFI, the EFI Parties), URANIUM RESOURCES, INC., a Delaware corporation (URI), URANCO INC., a Delaware corporation (Uranco), Neutron Energy, Inc., a Nevada corporation (Neutron Energy), and Hydro Resources, Inc., a Delaware corporation (HRI and together with URI, Uranco and Neutron Energy, the URI Parties). EFI, EF Sub, URI, Uranco, Neutron Energy and HRI are sometimes referred to herein individually as a Party and collectively as the Parties, and, if the context requires, a Party may be referred to as either a Transferring Party or an Acquiring Party, as such terms are defined in Appendix A of this Agreement.

NOTE PURCHASE AND EXCHANGE AGREEMENT Dated as of April 2, 2015 Among VENOCO, INC., as the Issuer, and THE NOTE PURCHASERS PARTIES HERETO (June 16th, 2015)

NOTE PURCHASE AND EXCHANGE AGREEMENT (Agreement) dated as of April 2, 2015 is among VENOCO, INC., a Delaware corporation (the Issuer), and the Note Purchasers listed in the attached Schedule A.

Chart Acquisition Corp. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the "Company", and together with Chart and PubCo, the "Merger Parties"), and the investor signatory hereto (in its capacity as an investor hereunder, and not in any other capacity, the "Investor"), with reference to the following facts:

Chart Acquisition Corp. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the "Company", and together with Chart, Tempus and PubCo, the "Merger Parties"), and TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus ("Purchaser" and, together with the Merger Parties, the "Parties"), with reference to the following facts:

Chart Acquisition Corp. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"), TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the "Company"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart ("Chart Financing Sub", and together with the Company, Chart, Tempus and PubCo, the "Merger Parties"), and the investor signatory hereto (the "Investor"), with reference to the following facts:

Tempus Applied Solutions Holdings, Inc. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"), TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the "Company"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart ("Chart Financing Sub", and together with the Company, Chart, Tempus and PubCo, the "Merger Parties"), and the investor signatory hereto (the "Investor"), with reference to the following facts:

Chart Acquisition Corp. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the "Company", and together with Chart and PubCo, the "Merger Parties"), and the investor signatory hereto (in its capacity as an investor hereunder, and not in any other capacity, the "Investor"), with reference to the following facts:

Chart Acquisition Corp. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the "Company", and together with Chart, Tempus and PubCo, the "Merger Parties"), and TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus ("Purchaser" and, together with the Merger Parties, the "Parties"), with reference to the following facts:

Tempus Applied Solutions Holdings, Inc. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the "Company", and together with Chart, Tempus and PubCo, the "Merger Parties"), and TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus ("Purchaser" and, together with the Merger Parties, the "Parties"), with reference to the following facts:

Chart Acquisition Corp. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions, LLC, a Delaware limited liability company ("Tempus"), TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the "Company"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart ("Chart Financing Sub", and together with the Company, Chart, Tempus and PubCo, the "Merger Parties"), and the investor signatory hereto (the "Investor"), with reference to the following facts:

Tempus Applied Solutions Holdings, Inc. – Purchase and Exchange Agreement (June 11th, 2015)

This Purchase and Exchange Agreement (the "Agreement") is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation ("Chart"), Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("PubCo"), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the "Company", and together with Chart and PubCo, the "Merger Parties"), and the investor signatory hereto (in its capacity as an investor hereunder, and not in any other capacity, the "Investor"), with reference to the following facts:

SHARE PURCHASE AND EXCHANGE AGREEMENT by and Among ECO-SHIFT POWER CORP. SUN & SUN INDUSTRIES, INC. And COMMON STOCK SHAREHOLDERS OF SUN & SUN INDUSTRIES, INC. Dated as of October 17, 2014 SHARE PURCHASE AND EXCHANGE AGREEMENT (October 24th, 2014)

This SHARE PURCHASE AND EXCHANGE AGREEMENT (this "Agreement"), dated as of October 17, 2014, is by and among Eco-Shift Power Corp., a Delaware corporation ("ECOP"), Sun & Sun Industries, Inc., a California corporation ("SUN"), and the individuals identified on Annex A hereto (together referred to herein as the "Shareholders" and each a "Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties."

Asset Purchase and Exchange Agreement (July 14th, 2014)

THIS ASSET PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is made as of this April 28, 2012 among Townsquare Radio, LLC ("Townsquare Parent"), Townsquare Media of Bloomington, Inc. ("Townsquare Bloomington"), Townsquare Media of Peoria, Inc. ("Townsquare Peoria") and companies set forth as Townsquare Purchasers on the signature page hereto ("Townsquare Purchasers") (Townsquare Parent, Townsquare Bloomington, Townsquare Peoria and Townsquare Purchasers collectively, "Townsquare") and Cumulus Media Inc. ("Cumulus Parent"), Cumulus Broadcasting LLC ("Cumulus Broadcasting"), Cumulus Licensing LLC ("Cumulus Licensing"), Citadel Broadcasting Company ("Citadel Broadcasting") and Radio License Holding CBC, LLC ("Radio License") ("Cumulus Sellers" and collectively, "Cumulus").

Asset Purchase and Exchange Agreement (July 14th, 2014)

THIS ASSET PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is made as of August 30, 2013 among Townsquare Radio, LLC ("Townsquare"), on the one hand, and Cumulus Media Holdings Inc. ("Cumulus Parent"), Cumulus Broadcasting LLC ("Cumulus Broadcasting") and Cumulus Licensing LLC ("Cumulus Licensing"), (Cumulus Parent, Cumulus Broadcasting and Cumulus Licensing collectively, "Cumulus").

Trans Energy – Purchase and Exchange Agreement (December 27th, 2013)

This PURCHASE AND EXCHANGE AGREEMENT (this Purchase Agreement), dated effective as of December 13, 2013, is by and among AMERICAN SHALE DEVELOPMENT, INC. (the Company) and each of the other undersigned Persons (each a Holder).

Blastgard International Inc – Purchase and Exchange Agreement (April 10th, 2013)

THIS PURCHASE AND EXCHANGE AGREEMENT (the "Agreement") is dated as of March 21, 2013 among Alpha Capital Anstalt (the "Seller"), 8464081 Canada Inc. (the "Purchaser") and Blastgard International, Inc. (the "Company").

Stock Purchase and Exchange Agreement (October 5th, 2012)

THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is effective as of July 1, 2011 by and between 808 Renewable Energy Corporation, a Nevada corporation (the "Company"), and Patrick S. Carter ("Purchaser").

Form of Purchase and Exchange Agreement 5.00% Convertible Senior Debentures Due June 1, 2017 (May 18th, 2012)

This PURCHASE AND EXCHANGE AGREEMENT (the Agreement) is made as of May 17, 2012 by and between Golden Star Resources Ltd. (the Company) and the undersigned (including any other person or entities exchanging Debentures (as defined below) hereunder for whom the undersigned holds contractual and investment authority, the Holder).

Secure Luggage Solutions Inc. – Share Purchase and Exchange Agreement (July 21st, 2011)

CDS CONTACT DELIVERY SERVICES LTD. d.b.a. Priority Baggage, a British Columbia corporation, of P.O. Box 25034, YVR APO, Richmond, BC V7B 1Y4

Guaranty (July 6th, 2011)

THIS GUARANTY, made effective as of July 1, 2011, is given by Helix Wind, Inc., a Nevada corporation ("Guarantor"), for the benefit of St. George Investments, LLC, an Illinois limited liability company, and its successors, transferees, and assigns (collectively, the "Company").

Computer Graphics International Inc. – Share Purchase and Exchange Agreement (April 5th, 2011)

THIS SHARE PURCHASE AND EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 31st day of March, 2011, by and among AMP Productions, Ltd., a Nevada corporation (hereinafter referred to as "AMP"), China Digital Image Organization Co., Limited, a Hong Kong company (hereinafter referred to as "China Digital"), Thomas E. Mills ("Seller"), and the shareholders of China Digital (the "China Digital Shareholders"), upon the following premises:

Guaranty (March 23rd, 2011)

THIS GUARANTY, made effective as of March 21, 2011, is given by Helix Wind, Inc., a Nevada corporation ("Guarantor"), for the benefit of St. George Investments, LLC, an Illinois limited liability company, and its successors, transferees, and assigns (collectively, the "Company").

Purchase and Exchange Agreement (March 23rd, 2011)

This PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is entered into March 21, 2011, by and between St. George Investments, LLC, an Illinois limited liability company ("SGI"), and Helix Wind, Corp., a Nevada corporation (the "Company").

Purchase and Exchange Agreement (March 23rd, 2011)

This PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is entered into March 21, 2011, by and between St. George Investments, LLC, an Illinois limited liability company ("SGI"), and Helix Wind, Corp., a Nevada corporation (the "Company").

Form of Cdw Holdings Llc (Management) Class a Common Unit [Purchase and Exchange] Agreement (September 7th, 2010)

THIS CLASS A COMMON UNIT PURCHASE AND EXCHANGE AGREEMENT (this Agreement) is made as of , by and between CDW Holdings LLC, a Delaware limited liability company (the Company), and (Investor). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 12 hereof.

Form of Cdw Holdings Llc (Executive) Class a Common Unit [Purchase and Exchange] Agreement (September 7th, 2010)

THIS CLASS A COMMON UNIT [PURCHASE AND EXCHANGE] AGREEMENT (this Agreement) is made as of , by and between CDW Holdings LLC, a Delaware limited liability company (the Company), and (Investor). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 11 hereof.

Purchase and Exchange Agreement (June 8th, 2010)

PURCHASE AND EXCHANGE AGREEMENT (this Agreement), dated as of June 2, 2010, between Arena Pharmaceuticals, Inc., a Delaware corporation (the Company) and the parties identified on the Schedule of Purchasers attached hereto (each individually, a Purchaser and together, the Purchasers and, together with the Company, the Parties). Capitalized terms used but not defined herein shall have the meanings given to them in the Facility Agreement (as defined below).

Jbi Inc. – UNIT PURCHASE AND EXCHANGE AGREEMENT by and Among (October 1st, 2009)

THIS UNIT PURCHASE AND EXCHANGE AGREEMENT, dated as of the 30th day of September, 2009 (the "Agreement"), by and among 310 Holdings, Inc., a Nevada corporation (the "Company"); John Bordynuik, an individual; PAK-IT, LLC, a Florida limited liability company ("Pak-It"); and the selling unitholders of Pak-It as identified in Exhibit A to this Agreement (individually, the "Pak-It Unitholder," and collectively, the "Pak-It Unitholders"). The Company, Pak-It and the Pak-It Unitholders are collectively referred to herein as the "Parties".

Chatter Box Call Center – Share Purchase and Exchange Agreement (May 30th, 2008)

SWW, a British Virgin Island corporation, is the beneficial owner of all the ordinary shares in the capital of BEST ALLIED;

CreditCards.com, Inc. – Stock Purchase and Exchange Agreement (August 10th, 2007)

This Stock Purchase and Exchange Agreement (this Agreement) is made effective as of October 30, 2006 (the Effective Date), by and between CCCI Holdings, Inc., a Delaware corporation (the Company), and each of the persons and entities identified on the Schedule of Purchasers hereto (each a Purchaser).

B&G Foods Holdings Corp. – Stock Repurchase and Exchange Agreement (May 14th, 2007)

THIS STOCK REPURCHASE AND EXCHANGE AGREEMENT (the Agreement), dated as of May 9, 2007, is by and between B&G FOODS, INC., a Delaware corporation (the Company), and the holders of Class B common stock listed on Schedule A hereto (each, a Holder and collectively, the Holders.)

TRC Companies, Inc. – Purchase and Exchange Agreement (December 6th, 2006)

This Purchase and Exchange Agreement (this Agreement) is dated as of December 1, 2006 between TRC Companies, Inc., a Delaware corporation (the Company), and Fletcher International, Ltd., a Bermuda company (Purchaser).