Unit Exchange Agreement Sample Contracts

Unit Exchange Agreement (August 13th, 2018)

This Sixth Amendment (this "Amendment") to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the "Exchange Agreement") is made as of August 13, 2018, by and between Kitara Media Corp., a Delaware corporation ("Kitara"), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation ("Holdco"), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company ("Future Ads"), Lowenstein Enterprises Corporation ("Lowenstein"), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 ("Pobre Trust"), Newport Holding Trust ("Newport") and Neptune Capital Trust ("Neptune" and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the "Parties"). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.

Unit Exchange Agreement (May 31st, 2018)

This Fifth Amendment (this "Amendment") to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the "Exchange Agreement") is made as of May 30, 2018, by and between Kitara Media Corp., a Delaware corporation ("Kitara"), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation ("Holdco"), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company ("Future Ads"), Lowenstein Enterprises Corporation ("Lowenstein"), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 ("Pobre Trust"), Newport Holding Trust ("Newport") and Neptune Capital Trust ("Neptune" and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the "Parties"). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.

Unit Exchange Agreement (May 9th, 2018)

This Fourth Amendment (this "Amendment") to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the "Exchange Agreement") is made as of May 9, 2018, by and between Kitara Media Corp., a Delaware corporation ("Kitara"), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation ("Holdco"), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company ("Future Ads"), Lowenstein Enterprises Corporation ("Lowenstein"), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 ("Pobre Trust"), Newport Holding Trust ("Newport") and Neptune Capital Trust ("Neptune" and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the "Parties"). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.

Unit Exchange Agreement (January 28th, 2016)

This Third Amendment (this "Amendment") to the Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the "Exchange Agreement"), dated as of October 10, 2014, is dated as of January 26, 2016, by and between Kitara Media Corp., a Delaware corporation ("Kitara"), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation ("Holdco"), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company ("Future Ads"), Lowenstein Enterprises Corporation ("Lowenstein"), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 ("Pobre Trust"), Newport Holding Trust ("Newport") and Neptune Capital Trust ("Neptune" and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the "Parties").

Second Amendment to Unit Exchange Agreement (May 5th, 2015)

This Second Amendment to the Unit Exchange Agreement (this "Amendment"), with respect to the Unit Exchange Agreement (the "Exchange Agreement"), dated as of October 10, 2014, is dated as of April 29, 2015, by and between Kitara Media Corp., a Delaware corporation ("Kitara"), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation ("Holdco"), Future Ads LLC, a California limited liability company ("Future Ads"), Lowenstein Enterprises Corporation ("Lowenstein"), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 ("Pobre Trust"), Newport Holding Trust ("Newport") and Neptune Capital Trust ("Neptune" and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the "Parties").

Unit Exchange Agreement (October 14th, 2014)

THIS UNIT EXCHANGE AGREEMENT, dated as of October 10, 2014 (this "Agreement"), is by and among Kitara Media Corp., a Delaware corporation ("Kitara"), Kitara Holdco Corp., a Delaware corporation and wholly-owned subsidiary of Kitara ("Holdco"), Future Ads LLC, a California limited liability company ("Future Ads"), and the members of Future Ads, each of whom is listed on Schedule 1.1(a) of the Transferors Disclosure Schedules (the "Transferors").

Unit Exchange Agreement (March 31st, 2014)

This Unit Exchange Agreement ("Agreement") effective as of December 5, 2013 is entered into by and among Playbutton Corporation, a Delaware corporation (the "Parent"), Taida Company, LLC, a Delaware limited liability company (the "Company"), the members of the Company (each a "Member" and collectively, the "Members") who have signed Exhibit A attached hereto. Each of the parties to this Agreement are individually referred to herein as a "Party" and collectively, as the "Parties." Certain capitalized terms used in this Agreement are set forth on Exhibit B attached hereto.

UNIT EXCHANGE AGREEMENT by and Among PLAYBUTTON ACQUISITION CORP., PLAYBUTTON, LLC, and THE MEMBERS Dated as of October 15, 2012 (May 15th, 2013)

This Unit Exchange Agreement ("Agreement") effective as of October 15, 2012 is entered into by and among Playbutton Acquisition Corp., a Delaware corporation (the "Parent"), Playbutton, LLC, a Delaware limited liability company (the "Company"), the members of the Company (each a "Member" and collectively, the "Members") who have signed Exhibit A attached hereto. Each of the parties to this Agreement are individually referred to herein as a "Party" and collectively, as the "Parties."

xhibit – Xhibit LLC Unit Exchange Agreement (June 7th, 2012)

This Agreement is made as of this 9th day of August, 2011, by and among Xhibit LLC, a Nevada limited liability company, with its principal office at 774 Mays Blvd. #10-343, Incline Village, Nevada 89451 (the "Company"), Chris Richarde ("Richarde") whose address 560 Village Drive, #26, Incline Village, NV 89450, and Jason Hrissikopoulos ("Hrissikopoulos") whose address is 16035 Inglewood Road N.E., Kenmore, WA 98028 (Richarde and Hrissikopoulos are referred to individually as a "Member" or collectively as the "Members").

Vanguard Natural Resources Llc Pfd. Series A – Unit Exchange Agreement (February 29th, 2012)

THIS UNIT EXCHANGE AGREEMENT (this "Agreement"), dated as of February 21, 2012 (the "Execution Date"), and effective as of the Effective Date (as defined herein) is by and among Majeed S. Nami Personal Endowment Trust, ("Endowment"); Majeed S. Nami Irrevocable Trust, ("Trust" and with Endowment the "Nami Parties"); Majeed S. Nami, individually ("Nami"); Vinland Energy, LLC, Vinland Energy Operations, LLC and Vinland Energy Gathering, LLC (collectively "Vinland"); Vanguard Natural Gas, LLC, a Kentucky limited liability company ("VNG") and Vanguard Natural Resources, LLC a Delaware limited liability company ("VNR" and with VNG, the "Vanguard Entities"). The Nami Parties and the Vanguard Parties are referred to collectively herein as the "Parties," and each is individually referenced as a "Party." Capitalized terms not otherwise defined shall have the meanings assigned to such terms in Article X.

YCC Holdings LLC – Yankee Candle Investments Llc Class B Executive Unit Exchange Agreement (April 14th, 2011)

THIS CLASS B EXECUTIVE UNIT EXCHANGE AGREEMENT is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Executive). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 6 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class a Unit Exchange Agreement (April 14th, 2011)

THIS CLASS A UNIT EXCHANGE AGREEMENT (this Agreement) is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Recipient). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings set forth in Section 9 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class B Executive Unit Exchange Agreement (April 14th, 2011)

THIS CLASS B EXECUTIVE UNIT EXCHANGE AGREEMENT is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Executive). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 6 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class a Unit Exchange Agreement (April 14th, 2011)

THIS CLASS A UNIT EXCHANGE AGREEMENT (this Agreement) is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Recipient). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings set forth in Section 9 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class a Unit Exchange Agreement (April 14th, 2011)

THIS CLASS A UNIT EXCHANGE AGREEMENT (this Agreement) is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Recipient). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings set forth in Section 9 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class C Executive Unit Exchange Agreement (April 14th, 2011)

THIS CLASS C EXECUTIVE UNIT EXCHANGE AGREEMENT is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Executive). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 6 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class C Executive Unit Exchange Agreement (April 14th, 2011)

THIS CLASS C EXECUTIVE UNIT EXCHANGE AGREEMENT is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Executive). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 6 hereof.

YCC Holdings LLC – Yankee Candle Investments Llc Class C Executive Unit Exchange Agreement (April 14th, 2011)

THIS CLASS C EXECUTIVE UNIT EXCHANGE AGREEMENT is made as of February 8, 2011, by and between Yankee Candle Investments LLC, a Delaware limited liability company (the Company), and <<First_Name>> <<Last_Name>> (Executive). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 6 hereof.

Form of Graham Packaging Holdings Company Management Option Unit Exchange Agreement (January 22nd, 2010)

This MANAGEMENT LIMITED PARTNERSHIP UNIT EXCHANGE AGREEMENT (this Agreement) is made and entered into as of February , 2010, by and between GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the Holdings), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (Issuer), and (the Management Holder).

Form of Graham Packaging Holdings Company Management Option Unit Exchange Agreement (January 15th, 2010)

This MANAGEMENT LIMITED PARTNERSHIP UNIT EXCHANGE AGREEMENT (this Agreement) is made and entered into as of January , 2010, by and between GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the Holdings), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (Issuer), and (the Management Holder).

Tablemax Corp – UNIT EXCHANGE AGREEMENT by and Among CJPG, INC., TABLEMAX HOLDINGS, LLC, THE MEMBERS and THE PRINCIPAL Dated as of June 27, 2008 (October 8th, 2008)

This UNIT EXCHANGE AGREEMENT (this "Agreement") effective as of June 27, 2008, is entered into by and among CJPG, Inc., a Nevada corporation (the "Parent"), TableMAX Holdings, LLC, a California limited liability company (the "Company"), the members of the Company (each a "Member" and collectively, the "Members") who have signed Exhibit A attached hereto, and solely for the purposes of Article VIII and Article IX of this Agreement, Alan Woinski, an individual (the "Principal"). Each of the parties to this Agreement are individually referred to herein as a "Party" and collectively, as the "Parties."

Orion Ethanol – Unit Exchange Agreement (August 29th, 2006)

This Unit Exchange Agreement (the "Agreement") is entered into as of August 28, 2006 by and among ORION ETHANOL, LLC (the "Orion"), and each of the members of ORION DEVELOPMENT, LLC., a Kansas limited liability company ("Orion Development") that execute this Agreement on the signature page hereto (each a "Member" and collectively, the "Members"). Each of the parties hereto is referred to as a "Party," and collectively, as the "Parties".

Orion Ethanol – Unit Exchange Agreement (August 29th, 2006)

This Unit Exchange Agreement (the "Agreement") is entered into as of August 28, 2006 by and among ORION ETHANOL, LLC (the "Orion"), and each of the members of GATEWAY HOLDCO, L.L.C., a Kansas limited liability company ("Gateway") that execute this Agreement on the signature page hereto (each a "Member" and collectively, the "Members"). Each of the parties hereto is referred to as a "Party," and collectively, as the "Parties".