ARTICLE I EXCHANGE AND ISSUANCE OF STOCKContribution and Exchange Agreement • June 30th, 2011 • Medina International Holdings, Inc. • Ship & boat building & repairing • Texas
EX-2.15 16 d420996dex215.htm EX-2.15 CONTRIBUTION AND EXCHANGE AGREEMENT by and between DORCHESTER MINERALS, L.P. and BROWNING C. VAUGHN June 30, 2017 CONFIDENTIAL PageContribution and Exchange Agreement • May 5th, 2020 • Texas
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 8th, 2023 • Gonzalez May Carlos Alfredo • Biological products, (no disgnostic substances) • Delaware
BY AND AMONG GHS, INC.,Contribution and Exchange Agreement • June 14th, 1999 • GHS Inc • Services-computer integrated systems design • Delaware
RECITALSContribution and Exchange Agreement • May 15th, 1998 • Mack Cali Realty Corp • Real estate investment trusts • Colorado
EX-2.15 16 filename16.htm CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 5th, 2020 • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 27 day of August, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), Green Mountain Analytics, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AND EXCHANGE AGREEMENT Dated as of January 12, 2010 by and among ICAHN ENTERPRISES L.P., BECKTON CORP., BARBERRY CORP., MODAL LLC and CABOOSE HOLDING LLCContribution and Exchange Agreement • January 15th, 2010 • Icahn Enterprises L.P. • Investors, nec • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and among Icahn Enterprises L.P., a Delaware limited partnership (“IEP”), Beckton Corp., a Delaware corporation (“Beckton”), Barberry Corp., a Delaware corporation (“Barberry”), Modal LLC, a Delaware limited liability company (“Modal”), and Caboose Holding LLC, a Delaware limited liability company (“Caboose” and, together with Barberry and Modal, each a “Contributing Party”, and collectively, the “Contributing Parties”). Capitalized terms not otherwise defined herein have the meanings set forth in Article X.
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE HOLDINGS LTD., a company organized under the laws of Bermuda (“Norwegian”), and NCL Investment Limited., a company organized under the laws of Bermuda, and NCL Investment II Ltd., a company organized under the laws of Bermuda (each, a “Holder”, and collectively, the “Holders”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 3rd, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 3, 2014, by and between American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Trust IV Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”), ARC Real Estate Partners, LLC, a Delaware limited liability company (“AREP”) and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Parent OP”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 11th, 2013 • Liquid Holdings Group LLC • Services-prepackaged software • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), LTI, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collectively, the “Members”). Liquid Holdings, the Company and the Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 4th, 2017 • Special Diversified Opportunities Inc. • Tobacco products
This Third Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of May 3, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”), as amended by the First Amendment to the Contribution and Exchange Agreement, dated as of January 24, 2017 and the Second Amendment to the Contribution and Exchange Agreement, dated as of April 5, 2017. Capitalized terms used but not otherwise defined herein shall have the meaning asc
EX-10.1 2 dex101.htm CONTRIBUTION AND EXCHANGE AGREEMENT EXECUTION COPY CONTRIBUTION AND EXCHANGE AGREEMENT By and Among EVERCORE LP, EVERCORE PARTNERS INC., EVERCORE PARTNERS SERVICES EAST L.L.C., TRILANTIC CAPITAL PARTNERS ASSOCIATES IV L.P.,...Contribution and Exchange Agreement • May 5th, 2020 • New York
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 4th, 2021 • Monte Rosa Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (the “Agreement”) is made effective as of the 1st day of September, 2020 (the “Contribution Date”) by and among the undersigned Shareholders (the “Shareholders”) of record of Monte Rosa Therapeutics AG, a company incorporated in Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland (“MRTx Swiss”) as of immediately prior to the Contribution and Exchange (as defined below), and MONTE ROSA THERAPEUTICS, INC., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 6th, 2017 • Special Diversified Opportunities Inc. • Tobacco products
This Second Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of April 5, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”), as amended by the First Amendment to the Contribution and Exchange Agreement, dated as of January 24, 2017. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. For the purposes of the amendments set forth herein, d
SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • March 7th, 2003 • Mack Cali Realty L P • Real estate investment trusts
THIS SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT (the "Second Amendment") is made as of June 27, 2000 between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin-Eastview North Company, L.P. and Mack-Cali Realty, L.P. ("MCRLP", f/k/a Cali Realty, L.P.) and Mack-Cali Realty Corporation ("MCRC", f/k/a Cali Realty Corporation).
CONTRIBUTION AND Exchange AGREEMENTContribution and Exchange Agreement • September 5th, 2023 • RHINO BIOTECH LTD • Crude petroleum & natural gas • Colorado
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 3rd day of September 2021 (the “Effective Date”), by and between Justin DeAngelis (“Holder”), Eurasia Energy Ltd., a company domiciled in Anguilla, British West Indies (“Company”) and JRD Ventures LLC, a Nevada Corporation(“JRD”). Each of Holder, Company and JRD may be referred to herein individually as a “Party” and collectively as the “Parties.”
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE holdings LTD., a company organized under the laws of Bermuda (“Norwegian”) and TPG Viking I, Inc., a Cayman company, TPG Viking II, Inc., a Cayman company and TPG Viking AIV III, L.P., a Delaware limited partnership (each, a “Holder”, and collectively, the “Holders”) and TPG Viking I, L.P., a Cayman limited partnership, and TPG Viking II, L.P., a Cayman limited partnership.
EXECUTION VERSION CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 5th, 2020 • Delaware
This Contribution and Exchange Agreement (this “Agreement”) is made and entered into as of September 17, 2019 by and among 89bio, Inc., a Delaware corporation (“NewCo”), 89bio Ltd., an Israeli private limited liability company (“OldCo”), and (i) each holder of issued and outstanding Ordinary Shares (as defined in the Amended Articles of Association of OldCo (the “Articles”)) (each, an “Ordinary Shareholder” and, collectively, the “Ordinary Shareholders”), (ii) each holder of issued and outstanding Preferred A Shares (as defined in the Articles) (each, a “Preferred Shareholder” and, collectively, the “Preferred Shareholders”) and (iii) each holder of issued and outstanding options to purchase Ordinary Shares, (each, an “Option Holder” and, collectively, the “Option Holders” and, together with the Ordinary Shareholders and the Preferred Shareholders, the “Equityholders”), each as indicated on Exhibit A hereto.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 18th, 2024 • RoyaltyTraders LLC • Services-computer processing & data preparation • Delaware
This Contribution and Exchange Agreement (this “Agreement”), is entered into by and between the person identified as the “Investor” on the signature page hereto (“Investor”), and SAJA LLC, a Delaware limited liability company (“SAJA”) to be effective as set forth on the signature page hereto. Capitalized terms used and not defined in this Agreement have the meanings ascribed to them in the Limited Liability Company Agreement of SAJA dated as of October 11, 2024, in the form attached hereto, as amended from time to time (the “SAJA Agreement”).
EX-10.1 2 d768829dex101.htm EX-10.1 CONTRIBUTION AND EXCHANGE AGREEMENT dated as of August 3, 2014 among ISI HOLDING, INC. ISI HOLDING II, INC. ISI MANAGEMENT HOLDINGS LLC ISI HOLDING, LLC EDWARD S. HYMAN THE HOLDERS LISTED ON ANNEX A EVERCORE LP...Contribution and Exchange Agreement • May 5th, 2020
ContractContribution and Exchange Agreement • January 30th, 2013 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of January 24, 2013, by and between NORWEGIAN CRUISE LINE HOLDINGS LTD., a company organized under the laws of Bermuda (“Norwegian”) and Star NCLC Holdings Ltd. (the “Holder”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 26th, 2024 • Keypath Education International, Inc. • Services-educational services • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of May 23, 2024, by and between Sterling Karpos Holdings, LLC, a Delaware limited liability company (“TopCo”), and the Person set forth on the signature page hereto (the “Rollover Investor”). Capitalized terms used and not otherwise defined herein have the meanings given to those terms in the Merger Agreement (as defined below).
CONTRIBUTION AND EXCHANGE AGREEMENT (TSAT)Contribution and Exchange Agreement • June 26th, 2000 • Tci Satellite Entertainment Inc • Cable & other pay television services • Delaware
1 EXHIBIT 10.3 CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • March 3rd, 1998 • American Industrial Properties Reit Inc • Real estate investment trusts • Texas
ANDContribution and Exchange Agreement • August 25th, 1999 • Reckson Associates Realty Corp • Real estate investment trusts • New Jersey
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 19th, 2024 • JFB Construction Holdings • General bldg contractors - nonresidential bldgs • Nevada
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of July 18, 2024, is entered into by and among JFB Construction Holdings, a Nevada corporation (the “Company”), on one hand, and the shareholders of the Company identified on the signature page hereto, each of which are listed in Schedule A annexed hereto (each individually, a “Contributor” and collectively, the “Contributors”). Each of the parties to this Agreement is sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of May 10, 2022 (the “Effective Date”) by and among Redbox Automated Retail, LLC, a Delaware limited liability company (the “Borrower”), Redwood Intermediate LLC, a Delaware limited liability company (“Redwood Intermediate”), Redwood Holdco, LP, a Delaware limited partnership (“Redwood Holdco”), New Outerwall, Inc., a Delaware corporation (“New Outerwall”), Aspen Parent, Inc., a Delaware corporation (“Aspen Parent”), Redbox Entertainment Inc., a Delaware corporation (“RDBX”) and the Agent (as defined below). The Borrower, Redwood Intermediate, Redwood Holdco, New Outerwall, Aspen Parent, RDBX and the Agent are referred to herein as the “Parties” and individually as a “Party.” The Borrower, Redwood Intermediate, Redwood Holdco, New Outerwall, Aspen Parent and RDBX are referred to herein as the “Redbox Parties” and individually as a “Redbox Party.”
AMONG THE MK CONTRIBUTORS,Contribution and Exchange Agreement • September 19th, 1997 • Cali Realty Corp /New/ • Real estate investment trusts • New York
CCIB HOLDCO, INC. CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
This Contribution and Exchange Agreement (the “Agreement”) is made as of November 4, 2011 (the “Contribution Date”), by and among CCIB Holdco, Inc., a Delaware corporation (the “Company”), IBHL A Holding Company, Inc., a Delaware corporation (“Sub I-A”), IBHL B Holding Company, Inc., a Delaware corporation (“Sub I-B”), and IBP Holdings, LLC, a Delaware limited liability company (“IBP Holdings”).
CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG NUMBER HOLDINGS, INC. 99 CENTS ONLY STORES LLC AND THE OTHER PARTIES HERETO DATED DECEMBER 14, 2017Contribution and Exchange Agreement • December 14th, 2017 • 99 Cents Only Stores LLC • Retail-variety stores • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated December 14, 2017, by and among Number Holdings, Inc., a Delaware corporation (“Number Holdings”), 99 Cents Only Stores LLC, a California limited liability company (the “Company” and, together with Number Holdings, the “Company Entities”), AF III Holdings A S.a.r.l., a Luxembourg company (“Ares”), and CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPPIB” and, together with Ares, the “Sponsor Noteholders”).
CONTRIBUTION AND EXCHANGE AGREEMENT among THE PROMENADE TRUST and RFX ACQUISITION LLC and SPORTS ENTERTAINMENT ENTERPRISES, INC. Dated as of December 15, 2004Contribution and Exchange Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of December 15, 2004 among The Promenade Trust, a grantor trust created under the laws of Tennessee (“Seller”), Sports Entertainment Enterprises, Inc., a Colorado corporation (“Publico”) and RFX Acquisition LLC, a Delaware limited liability company (“Purchasing LLC,” and together with Publico, “Purchasers”), (each a “Party,” and collectively, the “Parties”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2024, by and among Focus Impact Acquisition Corp., a Delaware corporation (the “FIAC”), DevvStream Holdings Inc., a company existing under the laws of the Province of British Columbia (“DevvStream”), Crestmont Investments LLC, a Delaware limited liability company (the “Owner”). Each of the parties hereto are referred to as a “Party” and collectively, the “Parties”.
CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG EL PASO CORPORATION EL PASO NORIC INVESTMENTS III, L.L.C. COLORADO INTERSTATE GAS COMPANY EL PASO SNG HOLDING COMPANY, L.L.C. SOUTHERN NATURAL GAS COMPANY EPPP SNG GP HOLDINGS, L.L.C. EPPP CIG GP...Contribution and Exchange Agreement • September 23rd, 2008 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Texas
This Contribution and Exchange Agreement (the “Agreement”) is made and entered into as of September 17, 2008, by and among El Paso Corporation, a Delaware corporation (“El Paso”), El Paso Noric Investments III, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“EP Noric”), Colorado Interstate Gas Company, a Delaware general partnership, (“CIG”), El Paso SNG Holding Company, L.L.C., a Delaware limited liability company and direct wholly-owned subsidiary of El Paso (“EP SNG”), Southern Natural Gas Company, a Delaware general partnership, (“SNG”), El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“EPP GP”), El Paso Pipeline LP Holdings, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“EPP LP”), El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), El Paso Pipeline Partners Operating Company, L.L.C.
AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 9th, 2010 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies
This Amendment, dated as of November 5, 2010, amends the Contribution and Exchange Agreement, dated as of September 10, 2010, (the “Contribution Agreement”), by and among Harbinger Group Inc., a Delaware corporation (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempted company (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (“Harbinger Special Situations”), and Global Opportunities Breakaway Ltd., a Cayman Islands exempted company (“Global Opportunities” and, each of Harbinger Master, Harbinger Special Situations and Global Opportunities, a “Harbinger Party” and, together, the “Harbinger Parties”).
Dorchester Minerals Management GP, LLCContribution and Exchange Agreement • October 18th, 2024 • Dorchester Minerals, L.P. • Crude petroleum & natural gas
Reference is made herein to that certain Contribution and Exchange Agreement dated September 30, 2024 by and among Dorchester Minerals, L.P. Partnership West Texas Minerals LLC, Carrollton Mineral Partners, LP CMP, Carrollton Mineral Partners Fund II, LP, Carrollton Mineral Partners III, LP, Carrollton Mineral Partners III-B, LP, Carrollton Mineral Partners IV, LP, CMP Permian, LP, CMP Glasscock, LP and Carrollton Royalty, LP (the Contribution and Exchange Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Contribution and Exchange Agreement.
