Securities Exchange Agreement Sample Contracts

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Armeau Brands Inc. – Securities Exchange Agreement by and Among Armeau Brands, Inc., (October 2nd, 2017)

This SECURITIES EXCHANGE AGREEMENT (the "Agreement"), dated as of the 27th day of September, 2017, is made by and among ARMEAU BRANDS, INC., a Nevada corporation ("ARMEAU"), 271 LAKE DAVIS HOLDINGS, LLC D/B/A SANSAL, a Delaware limited liability company ("SANSAL") and the members of SANSAL listed on Exhibit A hereto (each a "Member," and collectively, the "Members"). ARMEAU, SANSAL and the Members are referred to herein individually, as a "Party" and collectively, as the "Parties."

Great China Mania Holdings, Inc. – Securities Exchange Agreement (September 28th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of September 25, 2017, by and among PureSafe Water Systems, Inc. (the "Seller"), GME Innotainment, Inc. (the "Purchaser"), and Sustainable Resources Corporation, a Delaware corporation (the "Company").

Document Security Systems, Inc. – Securities Exchange Agreement (September 15th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of September 12, 2017, between Document Security Systems, Inc., a New York corporation (the "Company"), and Hengfai Business Development Pte Ltd., a company incorporated in Singapore ("HBD").

Tixfi Inc. – Securities Exchange Agreement (August 21st, 2017)

This SECURITIES EXCHANGE AGREEMENT (the "Agreement"), dated as of July 10, 2017, by and between IDdriven, Inc. (f/k/a TIXFI, INC.), a Nevada corporation, having a mailing address of 13355 Moss Rock Drive, Auburn, Sacramento, California 95602 (the "Company") and Taconic Group, LLC (including its successors and assigns, the "Purchaser").

ADVANCED MEDICAL ISOTOPE Corp – Securities Exchange Agreement (August 11th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of May ___, 2017, between Advanced Medical Isotope Corporation, a Delaware corporation (the "Company"), and ________________ ("Holder").

Securities Exchange Agreement (June 27th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of June 21, 2017, between Northwest Biotherapeutics, Inc., a Delaware corporation (the "Company"), and ____ ("Holder").

Creative Beauty Supply of New Jersey CORP – SECURITIES EXCHANGE AGREEMENT by and Among GOTHAM CAPITAL HOLDINGS, INC. Oxys CORPORATION and THE SHAREHOLDERS OF Oxys CORPORATION Dated as of February 17, 2017 (June 16th, 2017)

This SECURITIES EXCHANGE AGREEMENT (this Agreement), dated as of February 17, 2017, is by and among Gotham Capital Holdings, Inc., a New Jersey corporation (Gotham), Oxys Corporation, a Nevada corporation (Oxys), and the shareholders of Oxys identified on Annex A hereto (each, a Selling Shareholder and together the Selling Shareholders). Each of the parties to this Agreement is individually referred to herein as a Party and collectively, as the Parties. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.

Securities Exchange Agreement (June 7th, 2017)
Securities Exchange Agreement (May 31st, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of May 31, 2017, between Northwest Biotherapeutics, Inc., a Delaware corporation (the "Company"), and each holder identified on the signature pages hereto (each, including its successors and assigns, a "Holder" and collectively the "Holders").

Securities Exchange Agreement (May 31st, 2017)

This SECURITIES EXCHANGE AGREEMENT (the "Agreement") is entered into as of this ____ day of May, 2017 (the "Effective Date") by and between the party on the signature page to this Agreement (the "Purchaser"), and VerifyMe, Inc., a Nevada corporation ("VRME" or the "Company") (collectively, the Purchaser and VRME are the "Parties").

ADVANCED MEDICAL ISOTOPE Corp – Securities Exchange Agreement (May 15th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of May ___, 2017, between Advanced Medical Isotope Corporation, a Delaware corporation (the "Company"), and ________________ ("Holder").

StemCells, Inc. – Securities Exchange Agreement (May 11th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of May 10, 2017, between Microbot Medical Inc. (f/k/a Stemcells, Inc.), a Delaware corporation (the "Company"), and the purchaser identified on the signature pages hereto (including its successors and assigns, the "Purchaser").

StemCells, Inc. – Securities Exchange Agreement (April 6th, 2017)

This Securities Exchange Agreement (this "Agreement") is dated as of November 28, 2016, between Stemcells, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Securities Exchange Agreement (March 1st, 2017)

This SECURITIES EXCHANGE AGREEMENT (this "Agreement") is made effective as of February 28, 2017, by and between InterCloud Systems, Inc. (the "Company"), and JGB (Cayman) Waltham Ltd. ("JGBWL").

Securities Exchange Agreement (December 23rd, 2016)

This Securities Exchange Agreement (this "Agreement") is dated as of _________, between Catasys, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

StemCells, Inc. – Securities Exchange Agreement (December 16th, 2016)
StemCells, Inc. – Securities Exchange Agreement (November 29th, 2016)

This Securities Exchange Agreement (this Agreement) is dated as of November 28, 2016, between Stemcells, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

StemCells, Inc. – Securities Exchange Agreement (November 29th, 2016)

This Securities Exchange Agreement (this Agreement) is dated as of November 28, 2016, between Stemcells, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Sunshine Heart Inc – Securities Exchange Agreement (October 31st, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (the Agreement), dated as of October 30, 2016, is entered into by and between Sunshine Heart, Inc., a Delaware corporation (the Company), and the parties identified as Purchasers on the signature page hereto (the Holders).

Brooklyn Cheesecake & Dessrt – Securities Exchange Agreement (October 18th, 2016)

This Securities Exchange Agreement (this "Agreement") is dated as of October 13, 2016 by and between Meridian Waste Solutions, Inc., a New York corporation (the "Company"), and that certain investor listed on the signature page attached hereto (the "Investor").

Brooklyn Cheesecake & Dessrt – Securities Exchange Agreement (September 1st, 2016)

This Securities Exchange Agreement (this "Agreement") is dated as of August ___, 2016 by and between Meridian Waste Solutions, Inc., a New York corporation (the "Company"), and that certain investor listed on the signature page attached hereto (the "Investor").

Brooklyn Cheesecake & Dessrt – Securities Exchange Agreement (September 1st, 2016)

This Securities Exchange Agreement (this "Agreement") is dated as of August ___, 2016 by and between Meridian Waste Solutions, Inc., a New York corporation (the "Company"), and that certain investor listed on the signature page attached hereto (the "Investor").

Experience Art & Design, Inc. – Securities Exchange Agreement (August 22nd, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (the "Agreement") is made and entered into this 16 day of August 2016, by and among EXPERIENCE ART AND DESIGN, INC., a Nevada corporation ("EXAD"), MBM CLEANERS, LLC, a Florida limited liability company ("MBM Cleaners") and the PERSONS IDENTIFIED ON SCHEDULE A HERETO, being the holders of all of the issued and outstanding membership interests in MBM Cleaners (each, a "Member" and, collectively, the "Members").

Zenosense, Inc. – Form of Securities Exchange Agreement (August 22nd, 2016)

This SECURITIES EXCHANGE AGREEMENT (the "Agreement"), dated as of May 17, 2016, by and between ZENOSENSE, INC., a Nevada corporation, with headquarters located at Avda Cortes Valencianas 58, Planta 5, 46015 Valencia, Spain (the "Company"), and _____, with its address at _____ (the "Holder"). This Agreement is made to set forth the terms under which the Holder and the Company have agreed to and do hereby exchange certain debt of the Company due to the Holder and now for a new convertible note as further delineated hereinafter.

Securities Exchange Agreement (June 17th, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (this "Agreement") is dated June 14, 2016, by and between FUNCTION (X) INC. , a Delaware corporation formerly known as DraftDay Fantasy Sports, Inc. and formerly known asw Viggle, Inc. (the "Company"), MGT Sports, Inc., a Delaware corporation partnership ("MGT Sports") and MGT Capital Investments, Inc., a Delaware corporation and the parent corporation of MGT Sports ("Parent," and collectively with the Company and MGT Sports, the "Parties").

Gateway Inds Inc – Securities Exchange Agreement (June 17th, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (this "Agreement") is dated June 8, 2016, by and between DRAFTDAY FANTASY SPORTS, INC., a Delaware corporation formerly known as Viggle, Inc. (the "Company"), MGT Sports, Inc., a Delaware corporation partnership ("MGT Sports") and MGT Capital Investments, Inc., a Delaware corporation and the parent corporation of MGT Sports ("Parent," and collectively with the Company and MGT Sports, the "Parties").

Validian – Securities Exchange Agreement (June 7th, 2016)

Whereas: HOLDER owns a number of 10% Senior Secured Convertible Notes (the "Notes") with a total principal of [Insert Amount] U.S. dollars and ($________ U.S.) plus accrued interest (the " Debt"), as listed in Schedule A to this Agreement.

Validian – Securities Exchange Agreement (June 7th, 2016)

Whereas: HOLDER owns a number of 10% Senior Secured Convertible Notes with principal plus accrued interest totaling Nine Hundred and Twenty Nine Thousand and Five Hundred and Thirty Three U.S. dollars and eighty one cents ($929,533.81 U.S.) plus a number of 10% unsecured Senior Convertible Notes with principal plus accrued interest totaling totaling Seventy Four Thousand and Seven Hundred and Forty Seven U.S. dollars and ninety two cents ($74,747.92 U.S.) (collectively the " Debt"), as listed in Schedule A to this Agreement.

Validian – Securities Exchange Agreement (June 7th, 2016)

Whereas: HOLDER owns a number of 10% Senior Convertible Notes (the "Notes") with a total principal of [Insert Amount] U.S. dollars ($__________ U.S.) plus accrued interest (the " Debt"), as listed in Schedule A to this Agreement.

Zenosense, Inc. – Securities Exchange Agreement (May 23rd, 2016)

This SECURITIES EXCHANGE AGREEMENT (the "Agreement"), dated as of _____, by and between ZENOSENSE, INC., a Nevada corporation, with headquarters located at Avda Cortes Valencianas 58, Planta 5, 46015 Valencia, Spain (the "Company"), and _____, with its address at _____ (the "Holder"). This Agreement is made to set forth the terms under which the Holder and the Company have agreed to and do hereby exchange certain debt of the Company due to the Holder and now for a new convertible note as further delineated hereinafter.

Tiger Media – Securities Exchange Agreement (May 18th, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (this Agreement), dated as of May 18, 2016 (the Effective Date) by and between IDI, Inc., a Delaware corporation (the Company) and Intracoastal Capital LLC, a Delaware limited liability company (Holder).

Pocket Games Inc. – Securities Exchange Agreement (May 3rd, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (this "Agreement"), is made and entered into by the Parties as of the 21st day of April 2016 (the "Effective Date"), by and among: (A) Pocket Games, Inc., a corporation organized under the laws of the State of Florida ("Pocket Games" or "Purchaser"); (B) Kicksend Holdings, Inc., a corporation organized under the laws of the State of Delaware, doing business as "Kicksend" ("Kicksend" or the "Company"); and (C) Marlborough Brothers Family Trust, a California trust ("Marlborough" or the "Seller"). The Company and the Seller are sometimes referred to individually as a "Selling Party" and collectively as the "Selling Parties. The Purchaser is sometimes referred to individually as the "Buying Party. The Selling Parties and the Buying Party are sometimes referred to individually as a "Party" and collectively as the "Parties." Certain other capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them as set forth on Annex

Gateway Inds Inc – Securities Exchange Agreement (March 30th, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (the "Agreement") is dated March 24, 2016, by and between DRAFTDAY FANTASY SPORTS, INC., a Delaware corporation formerly known as Viggle, Inc. (the "Company"), MGT Sports, Inc., a Delaware corporation partnership ("MGT Sports") and MGT Capital Investments, Inc., a Delaware corporation and the parent corporation of MGT Sports ("Parent," and collectively with the Company and MGT Sports, the "Parties").

Securities Exchange Agreement (March 28th, 2016)

THIS SECURITIES EXCHANGE AGREEMENT (the "Agreement") is dated March 24, 2016, by and between DRAFTDAY FANTASY SPORTS, INC., a Delaware corporation formerly known as Viggle, Inc. (the "Company"), MGT Sports, Inc., a Delaware corporation partnership ("MGT Sports") and MGT Capital Investments, Inc., a Delaware corporation and the parent corporation of MGT Sports ("Parent," and collectively with the Company and MGT Sports, the "Parties").

ActiveCare – Securities Exchange Agreement (February 25th, 2016)

This Securities Exchange Agreement (this "Agreement") is dated as of February 19, 2016, between ActiveCare, Inc., a Delaware corporation (the "Company"), and each holder identified on the signature pages hereto (each, including its successors and assigns, a "Holder" and collectively, the "Holders").